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CONTENTS

Page No.
NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS 2
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 11
GROUP STRUCTURE 12
FINANCIAL HIGHLIGHTS 13
CORPORATE INFORMATION 14
STATEMENT ON CORPORATE GOVERNANCE 15
DIRECTORS RESPONSIBILITY STATEMENT 24
AUDIT COMMITTEE S REPORT 25
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 33
DIRECTORS PROFILE 36
CHAIRMAN S STATEMENT 38
FINANCIAL STATEMENTS 40
ANALYSIS OF SHAREHOLDINGS 109
LIST OF PROPERTIES 112
FORM OF PROX11
OXY 115

NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the 19th Annual General Meeting of Apollo Food Holdi
ngs Berhad
(Co. No. 291471-M) will be held at Delima Room, Level 2, The Puteri Pacific Hote
l, Jalan Abdullah
Ibrahim, 80730 Johor Bahru, Johor Darul Takzim on Thursday, 24 October 2013 at 1
0.00 a.m. for the
following purposes:AGENDA
Ordinary Business
1.
To receive the Audited Financial Statements for the financial year ended (Please
refer
30 April 2013 and the Reports of the Directors and Auditors thereon
to Explanatory
Note 1)
2.
To declare a first and final single tier dividend of 25% for the financial year
Resolution 1
ended 30 April 2013
3.
To approve the payment of Directors Fees for the financial year ended 30 Resoluti
on 2
April 2013
4.
To re-appoint the following Director who is over the age of 70, pursuant to
Section 129(6) of the Companies Act, 1965:
(i) Datuk P. Venugopal A/L V. K. Menon
Resolution 3
5.
To re-elect the following Directors retiring in accordance with Article 116 of
the Articles of Association of the Company:
(i) Mr. Liang Chiang Heng; and
Resolution 4
(ii) Datin Paduka Hjh. Aminah Binti Hashim
Resolution 5
6.
To appoint Auditors for the financial year ending 30 April 2014 and to Resolutio
n 6
authorise the Directors to fix their remuneration
Notice of Nomination pursuant to Section 172(11) of the Companies Act,
1965, a copy of which is annexed hereto and marked Annexure A has
been received by the Company for the nomination of Messrs BDO who
have given their consent to act, for appointment as Auditors and of the
intention to propose the following ordinary resolution:
THAT Messrs BDO having consented to act as Auditors be and are
hereby appointed as Auditors of the Company for the financial year ending
30 April 2014 in place of Messrs Reanda LLKG International who does not
wish to seek for re-appointment and Messrs BDO shall hold office until
the conclusion of the next Annual General Meeting at a remuneration to
be determined by the directors.

Special Business
To consider and, if thought fit, to pass with or without any modification(s), th
e
following Ordinary and Special Resolutions:
7.
ORDINARY RESOLUTION Resolution 7
AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF
THE COMPANIES ACT, 1965
2

NOTICE OF ANNUAL GENERAL MEETING (Continued)


THAT pursuant to Section 132D of the Companies Act, 1965, Articles of
Association of the Company and the Listing Requirements of the Bursa
Malaysia Securities Malaysia ( Bursa Malaysia ), the Directors be and are
hereby empowered to issue shares in the Company at any time at such
price and upon such terms and conditions and for such purposes and to
such person or persons whomsoever as the Directors may, in their
absolute discretion, deem fit provided that the aggregate number of
shares so issued does not exceed 10% of the issued share capital of the
Company for the time being and the Directors be and are also empowered
to obtain the approval of the Bursa Malaysia for listing of and quotation for
the additional shares so issued and that such authority shall continue in
force until the conclusion of the next Annual General Meeting of the
Company.
8.
ORDINARY RESOLUTION
CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE
DIRECTORS
(i)
THAT authority be and is hereby given to Mr. Ng Chet Chiang @ Resolution 8
Ng Chat Choon who has served as an Independent Non-Executive
Director of the Company for a cumulative term of more than nine
(9) years, to continue to act as an Independent Non-Executive
Director of the Company until the conclusion of the next Annual
General Meeting of the Company.
(ii)
THAT authority be and is hereby given to En. Abdul Rahim Bin Resolution 9
Bunyamin who has served as an Independent Non-Executive
Director of the Company for a cumulative term of more than nine
(9) years, to continue to act as an Independent Non-Executive
Director of the Company until the conclusion of the next Annual
General Meeting of the Company.
9.
SPECIAL RESOLUTION Resolution 10
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
THAT the proposed amendments to the Articles of Association of the
Company as contained in Annexure B attached to the Annual Report be
and is hereby approved and adopted;
AND THAT the Directors and Secretary of the Company be and are
hereby authorised to take all steps as are necessary and expedient in
order to implement, finalise and give full effect to the proposed
amendments to the Company s Articles of Association.
10.
To transact any other business for which due notice shall have been given
in accordance with the Company's Articles of Association and the
Companies Act, 1965
By Order of the Board
APOLLO FOOD HOLDINGS BERHAD

Woo Min Fong (MAICSA 0532413)


Yap Wai Bing (MAICSA 7023640)
Company Secretaries
Johor Bahru
2 October 2013
3

NOTICE OF ANNUAL GENERAL MEETING (Continued)


NOTES:
1.
A member entitled to attend and vote at the Meeting is entitled to appoint a pro
xy to attend
and vote in his stead. A proxy may but need not be a member of the Company.
2.
Where a member appoints more than one (1) proxy, the appointment shall be invali
d unless
he specifies the proportion of his holdings to be represented by each proxy.
3.
Where a member is an authorised nominee as defined under the Securities Industry
(Central
Depositories) Act 1991, it may appoint not more than two (2) proxies in respect
of each
securities account it holds with ordinary shares of the Company standing to the
credit of the
said securities account.
4.
Where a member of the Company is an exempt authorised nominee which holds ordina
ry
shares in the Company for multiple beneficial owners in one securities account ( o
mnibus
account ), there is no limit to the number of proxies which the exempt authorised
nominee
may appoint in respect of each omnibus account it holds.
5.
Where the Proxy Form is executed by a corporation, it must be either under its C
ommon Seal
or under the hand of an officer or attorney duly authorised.
6.
The Proxy Form must be deposited with the Company Secretary at the Registered Of
fice,
Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul
Takzim not
less than 48 hours before the time set for the Meeting.
7.
For the purpose of determining a member who shall be entitled to attend the 19th
Annual
General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn B
hd, in
accordance with Article 81(2) of the Company s Articles of Association and Section
34(1) of
the Securities Industry (Central Depositories) Act, 1991 to issue a general meet
ing Record of
Depositor as at 14 October 2013. Only a depositor whose name appears therein sha
ll be
entitled to attend the said meeting or appoint a proxy to attend and/or vote on
his stead.
Explanatory Notes:
Ordinary Business
1.
Item 1 of the Agenda
Explanatory Note 1

Agenda 1 is meant for discussion only as the provision of Section 169(1) of the
Companies
Act, 1965 and the Articles of Association of the Company does not require a form
al approval
of the Shareholders. Hence, this Agenda is not put forward for voting.
Special Business
1.
Item 7 of the Agenda
Ordinary Resolution
Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965
The Resolution 7 proposed in the Agenda 7, if passed, will empower the Directors
of the
Company from the date of the above meeting until the next Annual General Meeting
, unless
earlier revoked or varied at a general meeting, to issue shares in the Company u
p to an
aggregate number not exceeding 10% of the issued share capital of the Company fo
r the
time being for such purposes as they consider would be in the interest of the Co
mpany.
4

NOTICE OF ANNUAL GENERAL MEETING (Continued)


Explanatory Notes: (Continued)
Special Business (continued)
C
1.
Item 7 of the Agenda
Ordinary Resolution (continued)
C
The renewal of the general mandate is to provide flexibility to the Company to i
ssue new
securities without the need to convene separate general meeting to obtain its sh
areholders
approval so as to avoid incurring additional cost and time. The purpose of this
general
mandate is for possible fund raising exercise including but not limited to furth
er placement of
shares for purpose of funding current and/or future investment projects, working
capital,
repayment of bank borrowings, acquisitions and/or for issuance of shares as sett
lement of
purchase consideration.
The Company did not issue any shares under the mandate granted to the Directors
at the last
Annual General Meeting of the Company held on 25 October 2012 and which will lap
se at the
conclusion of the 19th Annual General Meeting of the Company.
2.
Item 8 of the Agenda
Ordinary Resolution
Continuing in office as Independent Non-Executive Directors
The Nomination Committee had assessed the independence of Mr. Ng Chet Chiang @ N
g
Chat Choon and En. Abdul Rahim Bin Bunyamin who each has served on the Board as
Independent Non-Executive Directors of the Company for a cumulative term of more
than
nine (9) years. However, Mr. Ng Chet Chiang @ Ng Chat Choon and En. Abdul Rahim
Bin
Bunyamin has met the independence guidelines as set out in Chapter 1 of the Burs
a
Malaysia Securities Berhad Main Market Listing Requirements. The length of their
service
does not interfere with Mr. Ng Chet Chiang @ Ng Chat Choon and En. Abdul Rahim B
in
Bunyamin ability and exercise of independent judgment as Independent Directors.
Therefore,
the Board has recommended that the approval of the shareholders be sought to con
tinue to
act as the Independent Non-Executive Directors of the Company.
3.
Item 9 of the Agenda

Special Resolution
Proposed Amendments to the Articles of Association ( Proposed Amendments )
The Proposed Amendments are to streamline the Company s Articles of Association to
be
aligned with the amendments to the Main Market Listing Requirements of Bursa Mal
aysia
Securities Berhad.
Please refer to Annexure B of the 2013 Annual Report for more information.
5

NOTICE OF ANNUAL GENERAL MEETING (Continued)


CLOSURE OF BOOKS
To determine shareholders entitlement to the dividend payment, if approved at the
19th Annual
General Meeting of the Company, the Share transfer books and Register of Members
will be closed
on 12 December 2013.
The dividend, if approved, will be paid on 9 January 2014 to shareholders whose
names appear in
the Register of Members and Record of Depositors at the close of business on 12
December 2013.
A depositor shall qualify for entitlement to the dividend only in respect of:
(a)
shares transferred into the depositor s securities account before 4.00 p.m. on 12
December 2013
in respect of ordinary transfers; and
(b)
shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis acc
ording to the
Rules of Bursa Malaysia Securities Berhad.
6

ANNEXURE A
KEYNOTE CAPITAL SDN BHD
46-02, Jalan Tun Abdul Razak,
Susur Satu, 80000 Johor Bahru,
Johor, Malaysia
Date: 18 September 2013
The Board of Directors
APOLLO FOOD HOLDINGS BERHAD
(Co. No. 291471-M)
Suite 1301, 13th Floor,
City Plaza, Jalan Tebrau,
80300 Johor Bahru,
Johor, Malaysia
Dear Sirs,
NOTICE OF NOMINATION OF AUDITORS
We, KEYNOTE CAPITAL SDN BHD, a member of the Company holding 51.31% of the total
voting shares of the Company, hereby give notice, pursuant to Section 172(11) of
the
Companies Act, 1965 of our nomination of Messrs BDO as auditors of the Company i
n place of
the retiring auditors Messrs Reanda LLKG International and of our intention to p
ropose the
following as an ordinary resolution at the forthcoming Annual General Meeting:
ORDINARY RESOLUTION
CHANGE OF AUDITORS
THAT Messrs BDO having consented to act as Auditors be and are hereby appointed a
s
Auditors of the Company for the financial year ending 30 April 2014 in place of
Messrs Reanda
LLKG International who does not wish to seek for re-appointment and Messrs BDO s
hall hold
office until the conclusion of the next Annual General Meeting at a remuneration
to be
determined by the directors.
Yours faithfully,
LIANG CHIANG HENG
Corporate Representative
of Keynote Capital Sdn Bhd
7

ANNEXURE B
Proposed Amendment to Articles of Association of Apollo Food Holdings Berhad
Article No. Existing Article Amended Article Rationale
To insert a None (bb)(i) Share Issuance Scheme Pursuant to Para
new means a scheme involving 1.01 of the Main
Definition a new issuance of shares Market Listing
in Article 2 to the employees. Requirements
immediately ( MMLR )
after item (bb)
To amend Issue of Shares Issue of Shares Pursuant to Para
Article 4. (2)
(a) no Director shall participate
in an issue of shares or
options to employees of the
Company unless
shareholders in general
meeting have approved of
the specific allotment to be
made to such Director. A
non-executive Director may
so participate in an issue of
shares pursuant to a public
issue or offer for sale;
(a) no Director shall participate in a
Share Issuance Scheme for
employees of the Company
unless shareholders in general
meeting have approved of the
specific allotment to be made to
such Director. A non-executive
Director may so participate in
an issue of shares pursuant to a
public issue or offer for sale;
7.03 of MMLR
To amend (1) Instrument appointing proxy (1) Instrument appointing proxy to To a
dd clarity and
Article 100. to be in writing be in writing pursuant to Para
7.21A of MMLR
The instrument appointing a The instrument appointing a
proxy shall be in writing proxy shall be in writing under the
under the hands of the hands of the appointer or of his
appointer or of his attorney
duly authorised in writing or if
the appointer is a
attorney duly authorised in writing
or if the appointer is a corporation
corporation either under its either under its common seal, or
common seal, or the hand the hand of its officer or its duly
of its officer or its duly authorised attorney. An
authorised attorney. An instrument appointing a proxy to
instrument appointing a
proxy to vote at a meeting
shall be deemed to include
the power to demand or join
vote at a meeting shall be
deemed to include the power to
demand or join in demanding a
in demanding a poll on poll on behalf of the appointer.A

behalf of the appointer. A proxy need not be a member of


proxy may but need not be a the Company. There shall be
member of the Company no restriction as to the
and the provisions of Section
149(1)(b) of the Act shall not
apply to the Company.
qualification of the proxy and
the provisions of Section
149(1)(b) of the Act shall not
apply to the Company.
8

C
ANNEXURE B (cont d)
Proposed Amendment to Articles of Association of Apollo Food Holdings Berhad (co
nt d)
C
Article No. Existing Article Amended Article Rationale
To amend
Article 100. by
insertion item
(a), (b), (c)
and (d)
(3) Appointment of proxy by
authorised nominee
Where a Member of the
Company is an authorised
nominee as defined under
the Central Depositories Act,
it may appoint at least one
(1) proxy in respect of each
(3) Appointment of Proxies by
Member of the Company
(a) Where a Member of the
Company is an authorised
nominee as defined in the
Securities Industry
(Central Depositories) Act,
For clarity
securities account it holds
with ordinary shares of the
Company standing to the
credit of the said securities
account.
1991 ( SICDA ), it may
appoint not more than two (2)
proxies in respect of each
securities account it holds with
ordinary shares of the
Company standing to the
credit of the said securities
account.
(b) Where a Member of the
Company is an exempt
authorised nominee which
holds ordinary shares in
the Company for multiple
beneficial owners in one
(1) securities account
( omnibus account ),
there is no limit to the
number of proxies which
the exempt authorised
nominee may appoint in
respect of each omnibus
account it holds.
An exempt authorised

nominee refers to an
authorised nominee
defined under SICDA
which is exempted from
compliance with the
provisions of subsection
25A(1) of SICDA.
Pursuant to
Para 7.21 (1)
of MMLR
Pursuant to
Para 7.21 (2)
of MMLR
(c) Where a Member or the
authorized nominee
appoints two (2) proxies, or
where an exempt authorized
nominee appoints two (2) or
more proxies, the proportion
of shareholdings to be
represented by each proxy
must be specified in the
instrument appointing the
proxies.
For clarity
9

ANNEXURE B (cont d)
C
Proposed Amendment to Articles of Association of Apollo Food Holdings Berhad (co
nt d)
C
Article No. Existing Article Amended Article Rationale
To amend
Article 100.
by insertion
item (a), (b),
(c) and (d)
(cont d)
None (d) A proxy appointed to
attend and vote at a
meeting of the company
shall have the same
rights as the Member to
speak at the meeting.
Pursuant to
Para 7.21A
of MMLR
10

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING


Name of Directors standing for re-election:
1. Mr. Liang Chiang Heng (Executive Chairman cum Managing Director)
2. Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director)
Profile of Directors standing for re-election:
Please refer to the section on Profile of Directors on pages 36 to 37 of the Ann
ual Report
2013.
Details of attendance of Directors at Board Meetings:
Please refer to the Statement of Corporate Governance on pages 15 to 23 of the A
nnual
Report 2013.
Nineteenth (19th) Annual General Meeting of Apollo Food Holdings Berhad:
Place : The Puteri Pacific Hotel
Delima Room, Level 2
Jalan Abdullah Ibrahim
80730 Johor Bahru
Johor Darul Takzim
Date and Time : Thursday, 24 October 2013 at 10.00 a.m.
Securities holdings in the Company and its subsidiaries by the directors standin
g for
re-election
The shareholdings as at 2 September 2013 of the directors standing for re-electi
on:Ordinary shares of RM 1.00 each
Name of Directors Direct Interest Deemed Interest
No % No %
Mr. Liang Chiang Heng 220,000 0.28 41,048,415
*1 51.31
Datin Paduka Hjh. Aminah Binti Hashim ---Note :
*1
By virtue of his interest in the shares held by Keynote Capital Sdn. Bhd.
11

GROUP STRUCTURE

Apollo Food Industries Hap Huat Food


(M) Sdn BhdIndustries Sdn Bhd
(189274-V) (29228-W)
100%
100%
12

FINANCIAL HIGHLIGHTS
Earnings Per
Turnover
(RM Million )
240
225
210
195
180
165
150
135
120
105
90
75
60
45
30
15
0
44
42
40
38
36
34
32
30
28
26
24
22
20
18
16
14
12

10
8
6
4
2
0
Profit Before Tax
(RM Million)
1312111009 1312111009
Group
Financial results (RM'000)
Turnover
Profit Before Tax
Profit After Tax
Profit Attributable to Members
Dividends
50
40
30
20
10
0
Share
(Sen)
Net Assets
(RM Million)
240
220
200
180
160
140
120
100
80
60
40
20
0
1312 111009 1312111009

2013 2012 2011 2010 2009


222,746 200,548 176,292 159,531 175,337
42,450 28,597 22,577 32,248 25,442
32,083 21,744 17,854 24,677 20,918
32,083 21,744 17,854 24,677 20,918
16,000 16,000 15,400 12,000 9,000
Financed by (RM'000)
Shareholders' Funds 230,183 214,214 208,396 205,785 188,962
Net Assets 230,183 214,214 208,396 205,785 188,962
Statistics
Earnings Per Share (Sen) 40.10 27.18 22.32 30.85 26.15
Gross Dividend Per Share (Sen) 20.00 20.00 25.00 20.00 15.00
Net Assets Per Share (RM) 2.88 2.68 2.60 2.57 2.36
13

ANNUAL REPORT 2013 ANNUAL REPORT 2013


CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Liang Chiang Heng (Executive Chairman cum Managing Director)
Mr. Liang Kim Poh (Executive Director)
Mr. Ng Chet Chiang @ Ng Chat Choon (Independent Non-Executive Director)
Datuk P. Venugopal A/L V. K. Menon (Non-Independent Non-Executive Director)
Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director)
Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director)
COMPANY SECRETARIES
Ms. Woo Min Fong (MAICSA 0532413)
Mr. Yap Wai Bing (MAICSA 7023640)
REGISTERED OFFICE
Suite 1301, 13th Floor, City Plaza,
Jalan Tebrau, 80300 Johor Bahru,
Johor, Malaysia
Tel: 07-3322088
Fax: 07-3328096
PRINCIPAL PLACE OF BUSINESS
70, Jalan Langkasuka, Larkin Industrial Area,
80350 Johor Bahru, Johor.
Tel: 07-2365096 / 2365097
Fax: 07-2374748
E-mail: apollof@apollofood.com.my
SHARE REGISTRAR
TRICOR INVESTOR SERVICES SDN BHD (118401
Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur, Malaysia
Tel: 03-22643895
Fax: 03-22821886
Email: is.enquiry@my.tricorglobal.com
AUDITORS
REANDA LLKG INTERNATIONAL(AF 1082)
Suite 9-6, Level 9,
Wisma UOA II, Jalan Pinang,
50450 Kulal Lumpur, Malaysia
Tel: 03-21662303
Fax: 03-21668303
PRINCIPAL BANKERS
AmBank Berhad
AmInvestment Services Berhad

V)

OCBC Bank (Malaysia) Berhad


RHB Bank Berhad
Malayan Banking Berhad
STOCK EXCHANGE LISTING
Main Market of the Bursa Malaysia Securities Berhad
14

STATEMENT OF CORPORATE GOVERNANCE


The Board recognises the importance of good governance to support the Group s cont
inued growth
and success. It is committed to continuously improving and enhancing the Group s p
rocedures from
time to time to ensure that the principles and best practices in corporate gover
nance recommended in
the Malaysian Code on Corporate Governance 2012 ( the Code ) are applied within the
group to
protect and enhance its shareholders value.
The Group has complied substantially with the principles and best practices outl
ine in the Code. The
extent of the Group s application is shown as follows:
BOARD OF DIRECTORS
Board Responsibilites
The Board has an overall responsibility for the proper conduct of the Company s bu
siness and plays
an active role in directing management in an effective and responsible manner.
The Board has assumed most of the recommendations as prescribed in the Code to eff
ectively lead
the Group and retains full and effective control of the Group. This includes res
ponsibility for
determining the Group s overall strategic direction, development and control. Key
matters, such as
reviewing the performance of the Group, overseeing the corporate governance and
conduct of the
Group s business,approval of annual and quarterly results, acquisitions and dispos
als of assets, as
well as material agreements, major capital expenditures, budgets, long range pla
ns and succession
planning for top management are reserved for the Board.
The Board had delegated certain responsibilities to the Audit Committee, the Nom
ination Committee
and the Remuneration Committee. These Committees have the authority to examine s
pecific issues
and forward their recommendations to the Board which is ultimately responsible f
or making the final
decision.
The Group s code of conduct will be incorporated in the Board Charter which is cur
rently being
formalised and will be published in the Company s website in due course.
Board Composition and Balance
The Board currently consists of six (6) Directors:
Two (2) Executive Directors (including the Executive Chairman cum Managing Direc
tor)
One (1) Non- Independent Non-Executive Director

Three (3) Independent Non-Executive Directors


The concept of independence adopted by the Board is in tandem with the definitio
n of an
Independent Director in the Listing Requirements. The key element of fulfilling
the criteria is the
appointment of an Independent Director, who is not a member of the management (a
Non-Executive
Director) and is free of any relationship which could interfere with the exercis
e of independent
judgement or the ability to act in the best interests of the Company and shareho
lders.
More than one-third of the Board are Independent Non-Executive Directors thereby
bringing
objective, independent judgement to the decision making process. As and when con
flict of interest
arises, the Director concerned would declare his/her interest and abstain from t
he decision-making
process and remain in a position to fulfil his/her responsibility to provide a c
heck and balance.
15

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Board Composition and Balance (Continued)
The Board comprises an appropriate balance of Directors with diverse experience
and expertise
required for the effective stewardship of the Group and independence in decision
making at Board
level. The Board is headed by an Executive Chairman who is also the Managing Dir
ector responsible
for implementing decisions of the Board. The Board is mindful of the convergence
of the two roles
and the Chairman being a Non-Independent Director, but is of the view that there
are sufficient
experienced and independent minded Directors on the Board to provide the assuran
ce that there is
adequate check and balance. Given that there is a balanced Board with three expe
rienced
Independent Directors, there is a strong independent element on the Board to exe
rcise independent
judgement. The Chairman has considerable experience in the Group s business and pr
ovide
leadership for the Board in considering and setting the overall strategies and o
bjectives of the Group.
The Board is of the view that it is in the interest of the Group to maintain the
above arrangement so
that the Group could have the benefit of a chairman who is well versed about the
Group s business
and is capable to guide discussion and brief the Board in a timely manner on key
issues and
developments.
The Code recommends the tenure of an independent director should not exceed a cu
mulative term of
nine (9) years. Upon completion of the nine (9) years, an independent Director m
ay continue to serve
on the Board subject to re-designation as a Non-Independent Director. Two Direct
ors, Mr Ng Chet
Chiang @ Ng Chat Choon and Encik Abdul Rahim Bin Bunyamin will continue to be in
dependent
Directors of the Company, notwithstanding having served as Independent directors
on the Board for
more than nine (9) years. These Directors remain independent and objective in th
eir deliberations
and decision making of the Board and Board Committees and that each of them is i
ndependent of the
Company s management and free from any business or other relationship which could
interfere with
the exercise of independent judgement or the ability to act in the interest of t
he Group. The Board
holds the view that their length of services does not interfere with their exerc
ise of independent
judgement and in discharging their roles as independent directors. The Group ben
efits from long
serving Directors, who possess detailed knowledge of the Group s business and have
proven
commitment, experience and competence to advise and oversee management.
The Code recommends that the Board should ensure women participation on the Boar

d to reach 30%
by year 2016. Presently, the Group does not have a formal boardroom diversity, i
ncluding gender
diversity. The Board believes it is of utmost important to recruit and retain th
e best qualified individual
who possess the requisite skills, knowledge, experience, independence, foresight
and good
judgement to contribute effectively to the Board, regardless of age, gender, rac
e or religion.
The Board of Directors comprise of six members, out of which one is a women Dire
ctor, representing
16.7% of the Board composition.
No senior Independent Director was nominated as the Board is of the view that al
l Directors should
shoulder the responsibility collectively.
A brief profile of each Director is presented on pages 36 and 37.
16

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Board Meetings
All Board meetings are scheduled in advance at the beginning of each financial y
ear to enable
Directors to plan ahead and maximise their attendance. The Board normally meet 4
times a year with
additional meetings convened as and when necessary. During the year ended 30 Apr
il 2013, the
Board met 4 times, where it deliberated upon and considered a variety of matters
including the
Group s financial results, major investments, strategic decisions, business plan a
nd direction of the
Group. All the Directors have compiled with the minimum 50% attendance as requir
ed by Paragraph
15.05 of the Bursa Malaysia Berhad s Listing Requirements. The Company Secretary a
ttends all
Board meetings and all proceedings and conclusions from the Board meetings are m
inuted and
signed by the Chairman.
In the periods between the Board Meetings, Board approvals were sought via circu
lar resolutions,
which were attached with sufficient information required to make informed decisi
on.
Details of Board members attendance at Board meetings are as follows:
Name Number of Board
meetings held
during the year
Number of
meetings
attended by
Directors
Liang Chiang Heng 4 4
Liang Kim Poh 4 4
Ng Chet Chiang @ Ng Chat Choon 4 4
Datuk P. Venugopal A/L V. K. Menon 4 4
Abdul Rahim Bin Bunyamin 4 4
Datin Paduka Hjh. Aminah Binti Hashim 4 4
Supply of Information
Notices, agendas and Board papers of each meeting are issued in a timely manner
prior to the
meetings to enable Directors to obtain further explanations/ clarifications, whe
re necessary, in order
to be properly briefed before the meeting.
All Directors have access to the advice and services of the Company Secretary in
carrying out their
duties. If necessary, the Directors may seek external advice and call for additi
onal clarification and
data to assist them in forming their opinion and findings in the lead up to Boar
d decisions
17

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Directors

Training

All Directors have completed the Mandatory Accreditation Programme (MAP). Direct
ors are
encouraged to attend seminars and education programmes to further enhance their
skills and
knowledge and to keep abreast with relevant changes and developments in the mark
et place to assist
them in the discharge of their duties as Directors.
Details of the training programmes attended by the Directors during the financia
l year ended 30 April
2013 were as follows:
Name Courses Attended
Liang Chiang Heng x
2013 Budget Updates & Highlights of Recent Tax
Development
x
International Bakeries Exhibition (IBA) 2012
Liang Kim Poh x
2013 Budget Updates & Highlights of Recent Tax
Development
Ng Chet Chiang @ Ng Chat Choon x
2013 Budget Updates & Highlights of Recent Tax
Development
x
Limited Liability Partnership (LLP) Regulations
Datuk P. Venugopal A/L V.K.Menon x
2013 Budget Updates & Highlights of Recent Tax
Development
Abdul Rahim Bin Bunyamin x
2013 Budget Updates & Highlights of Recent Tax
Development
Datin Paduka Hjh. Aminah Binti Hashim x
2013 Budget Updates & Highlights of Recent Tax
Development
All Directors will continue to attend relevant seminars and programmes as a cont
inuous process as
recommended by Bursa Malaysia Securities Berhad.
Appointment and Re-election of Directors
The Nomination Committee is responsible for the identification and making recomm
endations on any
nomination to the Board new Directors and ensuring the appointments of individua
ls with appropriate
experience and knowledge to fulfil the duties of a Director. There is a familiar
isation programme in
place for new Directors, which included visit to the factory, meeting with the s
enior management as
appropriate, to facilitate their understanding of the Company s business and opera
tions.
In accordance with the Company s Articles of Association, nearest to one third (1/
3) of the Directors,

including the Managing Director, shall retire from office at every Annual Genera
l Meeting but shall be
eligible for re-election provided always that each Director shall retire at leas
t once every three years.
Directors who are appointed by the Board during the financial year are subject t
o re-election by the
shareholders at the next Annual General Meeting held following their appointment
s.
Director(s) over seventy years of age are required to submit himself/themselves
for re-appointment
annually in accordance with Section 129(6) of the Companies Act, 1965.
The names of Directors seeking for re-appointment and re-election at the forthco
ming Annual General
Meeting are disclosed in the Notice of Annual General Meeting in this Annual Rep
ort.
18

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Remuneration Committee
The Remuneration Committee was established on 29 June 2000 with clear terms of r
eference. It
comprises three Independent Non-Executive Directors, one Non-Independent Non-Exe
cutive Director
and one Executive Chairman cum Managing Director and its composition is as follo
ws:
Chairman
Ng Chet Chiang @ Ng Chat Choon

Independent Non-Executive Director

Members
Liang Chiang Heng
Executive Chairman cum Managing Director
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim
Independent Non-Executive Director
The Committee meets at least once a year. The Remuneration Committee reviews and
makes
recommendations to the Board as to the remuneration and other entitlements of th
e Executive
Directors to ensure that they are rewarded appropriately for their contribution
to the Group s growth
and profitability. Remuneration of Non-Executive Directors is linked to their le
vel of responsibilities.
The Executive Directors play no part in the deliberations and decisions on their
remuneration. The
remuneration and entitlements of Non-Executive Directors are decided by the Boar
d with the Director
concerned abstaining from deliberations and voting on decisions in respect of hi
s remuneration.
The Directors fees are subject to shareholders approval at the Annual General Meet
ing.
Aggregate remuneration of the Directors categorised into appropriate components
for the financial
year ended 30th April 2013 are as follows:
Executive Directors
RM
Non-Executive Directors
RM
Salaries, bonus and allowances 3,982,496 27,750
Other emoluments 179,297 16,000
Pension
defined contribution plans 484,528 Fees 66,000 124,000
TOTAL 4,712,321 167,750

The number of Directors whose total remuneration falls within the respective ban
d are as follows:
No of Directors
Range of remuneration Executive Directors Non Executive Directors
Below RM 50,000 -4
RM 1,500,001 -RM1,550,000 1 RM 3,200,001 -RM3,250,000 1 TOTAL 2 4
The Remuneration Committee met once during the financial year, attended by all i
ts members.
19

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Nomination Committee
The Nomination Committee was established on 23 March 2000 with clear defined ter
ms of reference.
It comprises three Independent Non-Executive Directors and one Non-Independent N
on-Executive
Director and its composition is as follows:
Chairman
Ng Chet Chiang @ Ng Chat Choon

Independent Non-Executive Director

Members
Datuk P. Venugopal A/L V.K Menon
Abdul Rahim Bin Bunyamin

Non-Independent Non-Executive Director

Independent Non-Executive Director

Datin Paduka Hjh. Aminah Binti Hashim

Independent Non-Executive Director

The Committee is responsible for making recommendations to the Board on appointm


ent of all new
members to the Board and Committees of the Board and it provides a formal and tr
ansparent
procedure for such appointments. The Committee will review at least once a year
the performance of
the individual Directors, Board and Board Committees as well as the required mix
of skills and
experience of the Directors on the Board in determining the appropriate balance
and size of
Executive and Non-Executive participation.
The Nomination Committee met once during the financial year, attended by all its
members.
The Code recommends that the Chairman of the Nomination Committee should be the
Senior
Independent Director. As no individual director was nominated to assume the role
of Senior
Independent Non-Executive Director, the Chairman of the Nomination is not a Seni
or Independent
Director. However, by virtue of his vast experience, the Board believes that the
existing Chairman of
the Nomination Committee is competent and capable to lead the Nomination Committ
ee in ensuring
that the Board composition meets the needs of the Group.
Audit Committee
The composition of membership and the terms of reference of the Audit Committee
and other
pertinent information about the Audit Committee and its activities are highlight
ed in the Audit
Committee Report set out on Pages 25 and 32 of the Annual Report.
ACCOUNTABILITY AND AUDIT

Financial Reporting
In presenting the annual financial statements and quarterly announcement of resu
lts to shareholders,
the Directors take responsibility to present a balanced and accurate assessment
of the Group s
position and prospects. The Audit Committee assists the Board in scrutinising th
e information for
disclosure to ensure accuracy and transparency.
20

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Risk Management and Internal Controls
The Board acknowledges its responsibility of maintaining a sound system in of in
ternal controls
covering not only financial controls but also operational and compliance control
s as well as risk
assessments. The internal control system is designed to meet the Group s particula
r needs and to
manage and minimise the risks to which it is exposed. This system is designed to
manage rather than
eliminate the risk of failure to achieve business objectives and can only provid
e reasonable, and not
absolute, assurance against material misstatement, fraud or loss. Ongoing review
s are continuously
being carried out to ensure the effectiveness, adequacy and integrity of the ris
k management
framework and internal control systems in safeguarding the Group s assets and ther
efore
shareholders investment in the Group.
The internal auditors report independently to the Audit Committee. The Statement
of Risk
Management and Internal Control is set out on Pages 33 to 35 of the Annual Repor
t.
Relationship with external auditors
The role of the Audit Committee in relation to the external auditors is describe
d in the Audit
Committee Report. The Company maintained a formal and transparent relationship w
ith its auditors in
seeking professional advice and ensuring compliance with the applicable accounti
ng standards in
Malaysia.
During the year, the Audit Committee met 2 times with the external auditors with
out the presence of
the Executive Directors and Management.
Shareholders Relations
The Company maintains a regular policy of disseminating information that is mate
rial for
shareholders attention through announcements and release of financial results on
a quarterly basis,
which provide the shareholders and the investing public with an overview of the
Group s performance
and operations.
At the Annual General Meeting of the Company, the Directors welcome the opportun
ity to gather the
views of shareholders. Notices of each meeting are issued on a timely manner to
all, and in the case
of special business, a statement explaining the effect of the proposed resolutio
ns is provided. Upon
request, the Directors will also meet up with institutional investors, press and
investment analysts to

explain to them the Group s operations so as to give them a better understanding o


f the Group s
business.
While conducting interviews, the Board takes necessary precautions to ensure tha
t price sensitive
and information regarded as material undisclosed information about the Group is
not revealed until
after the prescribed announcement has been made to Bursa Securities.
Corporate social responsibility
The Group is committed to be a successful and responsible corporate citizen by n
ot just delivering
quality products and services and generating attractive returns to our customers
and shareholders,
we also recognise that it is our corporate social responsibility to ensure that
we conduct our business
in an ethical, professional and socially responsible manner. As we strive to ach
ieve this aim, we
recognise our responsibility to our employees, business associates and community
within which we
conduct our business as well as the environment we operate in.
Recognising its employees as an important asset to the Group, it has always ende
avored to
safeguard the welfare of its employees. Occupational Safety and Health Programme
have been
established to provide a safe and healthy workplace and environment for the empl
oyees and visitors.
21

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Corporate social responsibility (Continued)
Employees are also provided with the necessary training on an ongoing basis to f
urther enhance their
skills and knowledge. This includes participation in various job related trainin
g organised by external
parties.
On community welfare, the Group has from time to time donated cash and sponsored
company
products to various organisations, associations and schools for them to carry ou
t their various
activities.
The Group adheres strictly to all applicable environmental laws and regulations.
Production process
are being constantly monitored and upgraded to ensure compliance with any change
s in the
environmental laws and regulations. Operation and office resources are been util
ised without much
wastage and recycling are being encouraged at all times. The Group is committed
to seek continuous
improvements in its operations to minimise any negative impact on the environmen
t.
ADDITIONAL COMPLIANCE INFORMATION
In compliance with the Bursa Securities Listing Requirements, the following addi
tional information is
provided:
(a) Recurrent Related Party Transactions (RRPT)
The Company did not have any recurrent related party transactions of revenue nat
ure for the
financial year ended 30 April 2013.
(b) Share Buybacks
There were no share buybacks by the Company during the financial year.
(c) Utilisation of Proceeds
No proceeds were raised by the Company from any corporate proposal during the fi
nancial year.
(d) Depository Receipts/Global Depository Receipts
The Company did not sponsor any Depository Receipts or Global Depository Receipt
s
programme during the financial year.
(e) Profit Estimate, Forecast or Projection
The Company did not release any profit estimate, forecast or projection for the
financial year.
(f) Profit Guarantee
There was no profit guarantee given by the Company during the financial year.
(g) Options, warrants or convertible securities

There were no options, warrants or convertible securities issued during the fina
ncial year.
(h) Deviation in Financial Results
There was no material deviation between the results for the financial year and t
he unaudited
results previously announced.
(i) Sanctions and Penalties
There were no sanctions or penalties imposed on the Company and its subsidiaries
by Bursa
Securities, Securities Commission and the relevant regulatory bodies during the
financial year.
(j) Non-audit fee
The amount of the Group s non-audit fee paid to external auditors and its affiliat
ed company
during the financial year ended 30 April 2013 is RM18,500 being tax compliance f
ee and meeting
allowance.
22

STATEMENT OF CORPORATE GOVERNANCE (Continued)


ADDITIONAL COMPLIANCE INFORMATION (Continued)
(k) Material Contracts
There were no material contracts outside the ordinary course of business, includ
ing contract
relating to loan, entered into by the Company and/or its subsidiaries involving
Directors and major
shareholders that are still subsisting at the end of the financial year or which
were entered into
since the end of the previous financial year.
(l) Revaluation Policy
There were no revaluation performed on all properties of the Group during the fi
nancial year.
23

DIRECTORS

RESPONSIBILITY STATEMENT

The Directors are required by the Companies Act, 1965 ( the Act ) to prepare financi
al statements
for each financial year which have been made out in accordance with the applicab
le Financial
Reporting Standards in Malaysia and to give a true and fair view of the state of
affairs of the Group
and of the Company at the end of the financial year and of the results and cash
flows of the Group
and of the Company for the financial year.
During the preparation of the financial statements for the financial year ended
30 April 2013 the
Directors have ensured that:
The Group and the Company have used appropriate accounting policies which are co
nsistently
applied;
Reasonable judgements and estimates that are prudent and reasonable have been ma
de;
All applicable Financial Reporting Standards in Malaysia have been followed;
The accounting and other records required by the Act are properly kept and discl
osed with
reasonable accuracy on the financial position of the Group and of the Company wh
ich enable them
to ensure that the financial statements comply with the Act.
The Directors have general responsibilities for taking such steps that are reaso
nably available to
them to safeguard the assets of the Group and of the Company, and to prevent and
detect fraud and
other irregularities and material misstatements. Such systems, by their nature,
can only provide
reasonable and not absolute assurance against material misstatement, loss and fr
aud.
24

AUDIT COMMITTEE S REPORT


The Audit Committee (Committee) adopted the revised terms of reference on 27 Mar
ch 2008 as set
out on page 25 to 32 of the annual report.
COMPOSITION OF MEMBERS
For the financial year ended 30 April 2013, the Committee comprised the followin
g members:
Chairman
Mr Ng Chet Chiang @ Ng Chat Choon (Independent Non-Executive Director)
Members
Datuk P. Venugopal A/L V.K. Menon (Non-Independent Non-Executive Director)
Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director)
Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director)
TERMS OF REFERENCE
Objectives
The objectives of the Audit Committee are as follows:
(1) To
provide assistance to the Board in fulfilling its fiduciary responsibilities rel
ating to
corporate accounting and reporting practices for the Company;
(2) To maintain, through regularly scheduled meetings, a direct line of communic
ation between
the Board and the external auditors as well as the internal auditors;
(3) To avail to the external and internal auditors a private and confidential au
dience at any time
they desire and to request such audience through the Chairman of the Committee,
with or
without the prior knowledge of Management;
(4) To act upon the Board s request to investigate and report on any issue of conc
ern with regard
to the management of the Company; and
(5) To ensure compliance with any such changes / amendments / updates / insertio
ns of the
listing requirements and any other applicable laws and regulations, arising ther
eof from time
to time.
25

AUDIT COMMITTEE S REPORT (Continued)


TERMS OF REFERENCE (Continued)
Composition
The Audit Committee shall be appointed by the Board from amongst their members a
nd shall consist
of not less than three (3) members. All the audit committee members must be nonexecutive directors
with a majority of them being Independent Directors.
At least one member of the Audit Committee:
(i) must be a member of the Malaysian Institute of Accountants (MIA); or
(ii) he must have at least 3 years working experience and:
(a) he must have passed the examinations specified in Part 1 of the 1st Schedule
of the
Accountants Act 1967; or
(b) he must be a member of one of the associations of accountants specified in P
art II of the
1st Schedule of the Accountants Act 1967; or
(iii) he must fulfil such other requirements as prescribed or approved by the Ex
change.
No alternate directors shall be appointed as a member of the Committee.
The members of the Committee shall among them elect a Chairman from whom shall b
e an
Independent Director.
The terms of office and the performance of each member shall be reviewed at leas
t once every three
years.
26

AUDIT COMMITTEE S REPORT (Continued)


TERMS OF REFERENCE (Continued)
Meetings
The Committee shall meet at least four (4) times a year and as many times as the
Committee
deems necessary.
The quorum for a meeting shall be two (2) members, and only if only two members
present both
of them must be Independent Directors. If the number of members present for the
meeting is
more than two (2), the majority of members present must be Independent Directors
.
The Company Secretary shall be the Secretary to the Audit Committee.
The Group Accountant will normally attend the meetings to brief and highlight to
the Committee
on the Group performance through the quarterly financial reports and any signifi
cant control
issues / concerns. Other Board members and employees may attend meetings upon th
e invitation
of the Committee. The presence of the external auditors will be by invitation as
and when
required.
Minutes of each meeting shall be kept by the Secretary as evidence that the Comm
ittee had
discharged its functions. The Chairman of the Committee will report to the Board
after each Audit
Committee meeting. The approved minutes of Audit Committee meetings are forwarde
d to Board
members for information.
In the absence of the Chairman of the Committee, members present shall elect a C
hairman for
the meeting from amongst the Independent Directors.
A committee member shall be deemed to be present at a meeting of the Committee i
f he
participates by instantaneous telecommunication device and all members of the Co
mmittee
participating in the meeting of the Committee are able to hear each other and re
cognize each
other s voice, and for this purpose, participation constitutes prima facie proof o
f recognition. For
the purposes of recording attendance, the Chairman or Secretary of the Committee
shall mark on
the attendance sheet that the committee member was present and participating by
instantaneous
telecommunication device.
A committee member may not leave the meeting by disconnecting his instantaneous
telecommunication device unless he has previously obtained the express consent o
f the
Chairman of the meeting and a committee member will be conclusively presumed to

have been
present and to have formed part of the quorum at all times during the committee
meeting by
instantaneous telecommunication device unless he has previously obtained the exp
ress consent
of the Chairman of the committee meeting to leave the meeting.
Minutes of the proceedings at a committee meeting by instantaneous telecommunica
tion device
will be sufficient evidence of such proceedings and of the observance of all nec
essary formalities
if certified as correct minutes by the Chairman of the committee meeting. Instan
taneous
telecommunication device means any telecommunication conferencing device with or
without
visual capacity.
A resolution in writing signed or approved by a majority of the Committee and wh
o are sufficient to
form a quorum shall be as valid and effectual as if it had been passed at a meet
ing of the
Committee duly called and constituted.
27

AUDIT COMMITTEE S REPORT (Continued)


TERMS OF REFERENCE (Continued)
Authority
The Committee shall, in accordance with a procedure to be determined by the Boar
d and at the
cost of the Company:
1.
have explicit authority to investigate any matters of the Company and its subsid
iaries, within
its terms of reference, where it deems necessary, investigate any matter referre
d to it or
that it has come across in respect of a transaction that raises questions of man
agement
integrity, possible conflict of interest, or abuse by a significant or controlli
ng shareholder;
2.
have resources which are required to perform its duties;
3.
have full and unrestricted access to the Chief Executive Officer and Chief Finan
cial Officer
and to any information pertaining to the Company which it requires in the course
of
performing its duties;
4.
(i) have direct communication channels with the external auditors;
(ii) have direct authority
over the internal audit function of which is independent from
management and operations;
5.
be able to obtain and seek outside legal or other independent professional advic
e and to
secure the attendance of outsiders with relevant experience and expertise if it
considers
necessary; and
6.
be able to convene meetings with the external auditors, the internal auditors or
both,
excluding the attendance of other directors and employees of the Company.
28

AUDIT COMMITTEE S REPORT (Continued)


TERMS OF REFERENCE (Continued)
Functions and Duties
1. (i) To consider and recommend the appointment of the external auditors, the a
udit fee, and
any questions of resignation or dismissal, and inquire into the staffing and com
petence of
the external auditors in performing their work and assistance given by the Compa
ny s
officers to the external auditors.
(ii) Where the external auditors are removed from office or give notice to the C
ompany of
their desire to resign as external auditors, the Committee shall ensure that the
Company
immediately notify Bursa Malaysia Securities Bhd ( the Exchange ) and forward to the
Exchange a copy of any written representations or written explanations of the re
signation
made by the external auditors at the same time as copies of such representations
or
explanations are submitted to the Registrar of Companies pursuant to section 172
A of the
Companies Act 1965.
2. (i) To discuss with the external auditors before the audit commences the natu
re, scope and
any significant problems that may be foreseen in the audit, ensure adequate test
s to
verify the accounts and procedures of the Company and ensure co-ordination where
more than one audit firm is involved; and
(ii) To ensure and confirm that the management has placed no restriction on the
scope of the
audit.
3. To review the quarterly announcements to Bursa Malaysia Securities Berhad and
financial
statements before submission to the Board, focusing particularly on:x
any changes in accounting policies and practice;
x
major judgmental areas;
x
significant adjustments resulting from the audit;
x
any significant transactions which are not a normal part of the Group s business;
x
the going concern assumptions;
x
compliance with the accounting standards;
x
compliance with stock exchange and legal requirements;

x
assess the quality and effectiveness of the internal control system and the effi
ciency of
the Company operations;
x
the quality and effectiveness of the entire accounting and internal control syst
ems; and
x
the adequacy the disclosure of information essential to a fair and full presenta
tion of the
financial affairs of the Group.
4. To
discuss problems and reservations arising from the interim and final audits, and
any
matters the auditor may wish to discuss (in the absence of the management where
necessary).
5. To review all areas of significant financial risks and the arrangements in pl
ace to contain these
risks to acceptable levels.
29

AUDIT COMMITTEE S REPORT (Continued)


TERMS OF REFERENCE (Continued)
Functions and Duties (Continued)
6. For the internal audit function, to:(
a) Review the adequacy of the competency of the internal audit function includin
g the
scope and resources of the internal audit functions and ensuring that the intern
al
auditors have the necessary authority to carry out their work;
(b) Review internal audit program;
(c) Ensure co-ordination of external audit with internal audit;
(d) Consider major findings of internal audit investigations and management s resp
onse,
and ensure that appropriate actions are taken on the recommendations of the inte
rnal
audit function;
(e) If the internal audit function is outsourced:`
To consider and recommend the appointment or termination of the internal auditor
s,
the fee and inquire into the staffing and competence of the internal auditors in
performing their work.
(f) If the internal audit function is performed in-house, to
(i) To review any appraisal or assessment of the performance of the staff of the
internal audit function;
(ii) To approve any appointment or termination of senior staff member of the
internal audit function; and
(iii) To inform itself of resignations of internal audit staff members and provi
de the
resigning staff member an opportunity to submit his/her reason of resignation.
7. To review the external auditors
30

management letter and management s response.

AUDIT COMMITTEE S REPORT (Continued)


TERMS OF REFERENCE (Continued)
Functions and Duties (Continued)
8.
To consider:x
any related party transactions that may arise within the Company or the Group an
d to
ensure that Directors report such transactions annually to shareholders via the
annual report; and
x
in respect of the recurrent related party transactions of revenue or trading nat
ure
which are subject of a shareholder s mandate, prescribe guidelines and review
procedures to ascertain that such transactions are in compliance with the terms
of
the shareholders mandate.
9.
To report to Bursa Malaysia Securities Berhad ( Bursa ) on matters reported by it to
the
Board that has not been satisfactorily resolved resulting in a breach of the Lis
ting
Requirements of Bursa.
ACTIVITIES OF THE COMMITTEE
During the financial year ended 30 April 2013, the Committee met four times. The
attendance of each Committee member is as follows:
Total Number of
meetings held
during the year
Number of
meetings
attended by
Directors
Ng Chet Chiang @ Ng Chat Choon 4 4
Datuk P. Venugopal A/L V.K. Menon 4 4
Abdul Rahim Bin Bunyamin 4 4
Datin Paduka Hjh. Aminah Binti Hashim 4 4
31

AUDIT COMMITTEE S REPORT (Continued)


ACTIVITIES OF THE COMMITTEE (Continued)
The summary of the activities of the Audit Committee in the discharge of its dut
ies and
responsibilities for the financial year under review included the following:i.
Reviewed the external auditors scope of work and audit plan for the year;
ii.
Reviewed and recommended to the Board the re-appointment of external auditors an
d the
audit fee thereof;
iii.
Reviewed the Corporate Governance Statement and Statement on Internal Control pr
ior to
the Board s approval for inclusion in the Company s annual report;
iv.
Reviewed the draft audited financial statements prior to submission to the Board
for their
consideration and approval;
v.
Reviewed the Group s unaudited quarterly reports and announcements before recommen
ding
them for the Board s consideration and approval;
vi.
Met with the external auditors without the presence of any executive board membe
rs and
management personnel;
vii.
Reviewed internal audit plan, internal audit reports with recommendations by the
internal
auditors, management s response and follow-up actions taken by the management;
viii.
Reported to and updated the Board on significant issues and concerns discussed d
uring the
Committee and where appropriate made the necessary recommendations to the Board;
and
ix.
Discussed any other matters raised during the meeting.
INTERNAL AUDIT FUNCTION
The role of the internal audit function is to assist the Audit Committee and the
Board of Directors
in monitoring and managing risks and internal controls of the Group. A systemati
c and disciplined
approach will be used to evaluate and improve the effectiveness of risk manageme
nt, operational
and internal controls, and compliance with laws and regulations.
The Group s internal audit function is outsourced to a professional service provid
er firm to assist
the Committee in discharging its duties and responsibilities more effectively. T
he expenses
incurred for internal audit amounted to RM 39,762 for the year ended 30 April 20
13.
The Group s Statement on Risk Management and Internal Control is set out on page 3

3 to 35 of
the Annual Report to provide an overview on the state of risk management and int
ernal control.
32

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTION
Pursuant to paragraph 15.26(b) and Practice Note 9 of the Bursa Malaysia Securit
ies Berhad
Main Market Listing Requirements in relation to requirement to prepare statement
about the state
of risk management and internal control of the listed issuer as a group, and as
guided by the
Statement on Risk Management and Internal Control: Guidelines for Directors of L
isted Issuers
( the Guidelines ), the Board is pleased to present the statement on the state of ri
sk management
and internal control of the Group for the financial year ended 30 April 2013.

BOARD RESPONSIBILITY
The Board of Directors ( the Board ) affirms its overall responsibility for maintain
ing a sound risk
management and internal control system and for reviewing their adequacy and effe
ctiveness so
as to safeguard all its stakeholders interests and protecting the Group s assets. T
he system of
internal controls covers inter-alia, risk assessment as well as financial, opera
tional, environmental
and compliance controls. However, in view of the limitations that are inherent i
n any system of
internal controls, the system of internal controls is designed to manage, rather
than to eliminate,
the risk of failure to achieve the Group s business objectives. Accordingly, the s
ystem of internal
controls can only provide reasonable and not absolute assurance against material
misstatement
of losses and fraud.
RISK MANAGEMENT
The Board maintains an on-going commitment for identifying, evaluating and manag
ing significant
risks faced by the Group during the financial year under review. The Board had p
ut in place risk
management framework and internal control system in order to manage key business
risks faced
by the Group adequately and effectively. The responsibility for the identificati
on, evaluation and
management of the key business risk delegated to the Executive Board and Senior
Management.
The Group s Risk Management is embedded into key processes at all level of organis
ation
structure whereby respective head of departments are delegated with the responsi

bility to
continuously identify, evaluate and manage the existing and emerging risks, resu
lting from
changes to internal and external environment, faced by the Group under their sco
pe of
responsibility by formulating and implementing adequate internal control to mana
ge the risk
exposure identified.
The Executive Directors and Senior Management manage key business risks faced by
the Group
through constant communication among themselves and with respective head of depa
rtments
during daily management of operation and through scheduled management meetings.
Changes in
the key business risks faced by the Group or emergence of new key business risks
are
highlighted to the Board for deliberation and decision making.
The above process has been practiced by the Group for the financial year under r
eview and up to
the date of approval of this statement.
33

STATEMENT ON RISK MANAGEMNET AND INTERNAL CONTROL (Continued)


INTERNAL CONTROL SYSTEM
The key features of the Group s internal control system are described below:
Board Committees (i.e. Audit Committee, Remuneration Committee and Nomination Co
mmittee)
being established to carry out duties and responsibilities delegated by the Boar
d, governed by
written terms of reference;
Meetings of Board of Directors and respective Board Committees are carried out o
n scheduled
basis to review the performance of the Group, from financial and operational per
spective, and to
carry out its fiduciary duties and responsibilities. Potential business strategi
es proposed by the
Executive Directors for the Board s review and approval, after taking into risk co
nsideration and
responses;
Clearly defined and structured lines of reporting and responsibility for key bus
iness
units/departments within the Group;
Policies and standard operating procedures to regulate key processes in complian
ce with
International Organisation for Standardisation ( ISO ) certification;
Regular management meetings, supported by comprehensive operation reports prepar
ed by
respective departments and key indicators, to assess the Group s performance and r
isks for
formulation and implementation of mitigating controls; and
Executive Directors close and direct involvement in operations, regular reviews o
f operational
data including production, and marketing and financial data.
INTERNAL AUDIT
The Group relies on internal audit mechanisms to provide the management with the
required level
of assurance that its business is operating adequately and effectively in order
to provide
reasonable assurance that the business objectives of the Group are achievable.
The Group s internal audit function is outsourced to an independent professional f
irm who
provides the Audit Committee with much of the assurance it requires regarding th
e adequacy and
integrity of the Group s system of internal control. The outsourced internal audit
function reports
functionally to Audit Committee and administratively to the Managing Director.
The outsourced internal audit function adopts a risk based approach for prioriti
sation of internal
audit activities, with consultation with the Executive Directors, for Audit Comm

ittee s review and


approval. Regular internal audit reviews are performed based on the internal aud
it plan approved
by Audit Committee and, upon the completion of the internal audit work, the inte
rnal audit reports
are presented to the Audit Committee during its meetings. During the presentatio
n, the internal
audit findings, its potential risks and recommendations as well as management re
sponse and
action plans are presented and deliberated. Update on the status of action plans
as identified in
the previous internal audit reports were also presented during the financial yea
r under review for
Audit Committee to ensure action plans are implemented to address the individual
risks
associated with the findings. During the financial year under review, the outsou
rced internal audit
function conducted two (2) internal audit cycles and reported of the same to the
Audit Committee
per approved internal audit plan and subsequent management request approved by A
udit
Committee.
In addition to the above, for the purpose of compliance with ISO 22000:2005 Food
Safety
Management Systems, Internal quality audits are carried out by in-house independ
ent personnel
and surveillance audit is conducted by an independent certification body to prov
ide assurance of
compliance with established ISO procedures.
34

STATEMENT ON RISK MANAGEMNET AND INTERNAL CONTROL (Continued)


ASSURANCE PROVIDED BY EXECUTIVE DIRECTORS
During the meeting of Board of Directors during the financial year under review,
the performance
of the Group were reviewed and deliberated by the Board, including, but not limi
ted to, the
adequacy and effectiveness of risk management and internal control system in rel
ation to the
strategic objectives of the Group.
Through these board meetings, Executive Directors, being the collective body res
ponsible for the
setting and achievement of the corporate objectives and for the observance of ma
nagement
authorities as well as financial affairs management, provided the Board with the
confirmation of
adequacy and effectiveness of system of internal controls, in material aspects,
on potential risks
exposure deliberated during such meetings.
In response to the Paragraph 42 of the Guidelines, the Board undertakes to seek
assurance from
Executive Directors on the adequacy and effectiveness of risk management and int
ernal control
system of the Group on annual basis during the financial year ending 30 April 20
14.
CONCLUSION
The Board is of the view that the existing risk management and internal control
system put in
place is operating satisfactorily to safeguard the interest of the stakeholders
and the Group s
assets, based on the existing nature of business and scale of operations of the
Group. The Board
recognises the need for the risk management and internal control system to be su
bjected to
continuous review in line with the growth of the Group and the Board is committe
d towards
striving for continuous improvements to further enhance the Group s risk managemen
t and
internal control system.
35

DIRECTORS

PROFILE

Liang Chiang Heng (63 years of age

Singaporean)

Non-Independent and Executive Director. Has been with the Apollo Group since 197
9 and appointed
as Managing Director on 20 March 1996 as the Executive chairman as well on 21 Ju
ly 1998. The
Group s business has grown and expanded within the short period of time under his
leadership. He
was awarded an Honorary PhD in Business Administration from the Wisconsin Intern
ational
University. He also sits on the Board of several private companies. He is also a
member of the
Remuneration Committee.
Liang Kim Poh (52 years of age

Singaporean)

Non-Independent and Executive Director. Initially appointed as an alternate dire


ctor on 20 March
1996 and subsequently to the Board on 21 July 1998. Presently, he serves as the
Sales Director of
the Group and also sits on the Board of several private companies.
Ng Chet Chiang @ Ng Chat Choon (64 years of age

Malaysian)

Independent and Non-Executive Director. Appointed to the Board on 20 March 1996.


A licensed
company secretary, he started his career as a tax officer with the Inland Revenu
e Board before
setting up his own tax and secretarial practices in 1982. He is an associate mem
ber of Malaysian
Institute of Taxation. Appointed as Chairman of the Audit Committee on 9 May 199
6. Member of the
Remuneration and Nomination Committees and also sits on the Board of several pri
vate companies.
Datuk P.Venugopal A/L V.K. Menon (70 years of age

Malaysian)

Non-Independent and Non-Executive Director. Graduated with a BA (Hons.) from the


University of
Malaya and a Masters in Public Administration from Harvard University. Appointed
to the Board on 12
October 1998. He was an officer of the Malaysian Administrative and Diplomatic S
ervice for over 32
years of which 26 were with the Prime Minister s Department in various capacities.
Datuk is a
Member of the Audit, Remuneration and Nomination Committees.
36

DIRECTORS

PROFILE (Continued)

Abdul Rahim Bin Bunyamin (60 years of age

Malaysian)

Independent and Non-Executive Director. Fellow Member of The Association of Char


tered Certified
Accountants, UK (ACCA). Appointed to the Board on 14 December 2001. He has exten
sive corporate
finance experience having been attached with a reputable merchant bank and sever
al companies in
the commercial sector. Member of the Audit, Remuneration and Nomination Committe
es.
Datin Paduka Hjh. Aminah Binti Hashim (65 years of age

Malaysian)

Independent and Non-Executive Director. Graduated with Bachelor of Arts (Economi


cs) from
University of Malaya. Datin served in various Johor State Government Department,
namely, The
Johor State Secretary Office, Batu Pahat Land Office, Batu Pahat Local Council O
ffice, Johor State
Treasury Office, Johor State Islamic Development Corporation and Johor Lands and
Mines Office
from 1972 to 2003. She held different positions, her last post being the Directo
r General of Lands
and Mines, Johor Lands and Mines Office. She is also a committee member of Puspa
nita Johor,
Pemadam Johor and Mawar Johor. Member of the Audit, Remuneration and Nomination
Committees.
She also sits on the Board of a private company.
OTHER INFORMATION
a)
None of the Directors have any family relationships with each other and/or major
shareholders except Mr Liang Chiang Heng and Mr Liang Kim Poh are brothers.
b)
The Directors interests in the shares of the Company as at 2 September 2013 are
shown on page 109.
c)
None of the Directors have been convicted of any offences within the past 10 yea
rs
other than traffic offences, if any.
d)
None of the Directors have any conflict of interest with the Company.
37

CHAIRMAN S STATEMENT
On behalf of the Board of Directors, I am pleased to present the Annual Report a
nd the Audited
Financial Statements of Apollo Food Holdings Berhad Group for the financial year
ended 30 April
2013.
Financial Performance
The Group registered a turnover of RM222.75 million for the financial year ended
30 April 2013, an
increase of 11.07% as compared to RM200.55 million in 2012. This was mainly due
to the
improvement of demand in both export and domestic markets.
The profit after tax increased by 47% to RM32.08 million from RM21.74 million as
recorded in the
previous financial year. Similarly the Group s earning per share also increased fr
om 27.18 sen to
40.10 sen over the same period. The higher revenue and improved cost structure h
ad contributed to
the higher profit.
Despite the continuing economic uncertainties globally, the Malaysian economy re
mained resilient
and the Malaysia s Gross Domestic Product ( GDP ) grew 5.6% in 2012 compared with 5.1%
in 2011.
Despite the political unrest in certain regions and slowing growth in the emergi
ng markets, the
markets in which the Group operates remain relatively stable.
Although the prices of major materials consumed by Group were less volatile this
year verses 2012,
the volatile raw material prices are expected to continue in the forthcoming yea
r. Coupled with the
uncertainties in the global economy, we expect the forthcoming year to be anothe
r challenging year.
In facing these challenges, the Group will monitor the raw material prices close
ly and review its
business strategies to adapt to the changes in the market for the forthcoming ye
ar.
Dividend
Your Board of Directors is recommending a first and final dividend of 25 sen und
er the single tier
system (tax exempt) for the financial year ended 30 April 2013, for the sharehol
ders approval at the
forthcoming Annual General Meeting to be held on 24 October 2013. If approved, t
he dividend will be
paid on 9 January 2014.
Operations Review and Prospects
Continuous improvement on our production planning, stringent quality control and
investment on
newer and modern production machineries with higher output and more automation t

o use less labour


are the pre-requisites for our Group to remain competitive in this very challeng
ing market
environment. We will therefore continue to focus our efforts in this direction o
n improving our overall
performance. Our long term strategies shall include the seeking of new business
opportunities and
diversifying our revenue streams. We shall continue to train our employees to im
prove their
operational, marketing, management and industrial skills to enhance our competit
iveness in this
industry.
The Board is confident of maintaining the Group s financial performance under the
prevailing
challenging business environment. The Group will strive to ensure that it contin
ues to achieve
satisfactory results by implementing prudent measures and improving operational
efficiency so as to
sustain the current margin while remaining focused on product and service qualit
y.
38

CHAIRMAN S STATEMENT (Continued)


Award
In recognition of its extraordinary achievements in quality management, the Comp
any was declared
the winner of the International Diamond Prize for Excellence in Quality in the Gol
d Category
awarded by the European Society for Quality Research, Belgium, in December 2012.
Appreciation
On behalf of the Board of Directors, we wish to convey
n to our loyal
shareholders and customers for their continued support
up. We also would
like to express our utmost gratitude to our management
eir hard work and
dedication over the past year. We look forward to your
ove steadily
forward.

our heartfelt appreciatio


and confidence in the Gro
team and employees for th
continued support as we m

Lastly, I extend my sincere appreciation to my colleagues on the Board for the c


ontinued support,
guidance and insight provided as we work together to achieve our vision of makin
g the Group one of
the leaders in this industry.
LIANG CHIANG HENG
Executive Chairman
30 August 2013
39

FINANCIAL STATEMENTS
PAGE NO.
DIRECTORS REPORT 41
45
STATEMENT BY DIRECTORS 46
STATUTORY DECLARATION 46
INDEPENDENT AUDITORS REPORT 47 - 49
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 50
COMPANY STATEMENT OF FINANCIAL POSITION 51
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 52
COMPANY STATEMENT OF CHANGES IN EQUITY 53
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 54
COMPANY STATEMENT OF COMPREHENSIVE INCOME 55
CONSOLIDATED STATEMENT OF CASH FLOW 56
COMPANY STATEMENT OF CASH FLOW 57
NOTES TO THE FINANCIAL STATEMENTS 58 - 108
40

DIRECTORS REPORT DIRECTORS


30 APRIL 2013

REPORT

The Directors hereby submit their report together with the audited financial sta
tements of the Group
and of the Company for the financial year ended 30 April 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of
management
services to subsidiaries.
The principal activities of the subsidiaries are described in Note 15 to the fin
ancial statements.
There have been no significant changes in the nature of these activities during
the financial year.
RESULTS
Group Company
RM RM
Profit before tax 42,449,536 19,883,117
Income tax expense (10,366,391) (275,686)
Profit for the year 32,083,145 19,607,431
Profit for the year attributable to
Owners of the Parent 32,083,145 19,607,431
DIVIDEND
Since the end of the previous year, the amount of dividends paid or proposed by
the Company
were as follows:
RM
In respect of the year ended 30 April 2012 :
Final tax exempt (single tier) dividend of 20 sen on 80,000,000 ordinary
shares paid on 9 January 2013 16,000,000
The Directors have proposed a single tier final dividend of 25 sen per ordinary
share amounting to
RM20,000,000 in respect of the current financial year. The proposed final divide
nd is subject to
approval by the shareholders at the forthcoming Annual General Meeting of the Co
mpany and has
not been included as a liability in the financial statements.
RESERVES AND PROVISIONS
There were no material transfers to and from reserves and provisions during the
financial year
except as disclosed in the financial statements.
41

DIRECTORS

REPORT (Continued)

ISSUE OF SHARES AND DEBENTURES


The Company did not issue any shares or debentures during the financial year.
DIRECTORS
The Directors who served since the date of the last report are:
Liang Chiang Heng
Liang Kim Poh
Ng Chet Chiang @ Ng Chat Choon
Datuk P. Venugopal A/L V.K. Menon
Abdul Rahim Bin Bunyamin
Datin Paduka Hjh. Aminah Binti Hashim
DIRECTORS INTERESTS
According to the register of Directors shareholdings, the interests of Directors
in office at the end of
the financial year in the shares of the Company and its related corporations dur
ing the financial
year were as follows:
Number of ordinary shares of RM1 each in the Company
Shareholdings in the name of the
Directors:
1 May 2012 Acquired Disposed 30 Apr 2013
Liang Chiang Heng 220,000 --220,000
Liang Kim Poh 225,000 --225,000
Ng Chet Chiang @ Ng Chat Choon 20,000 --20,000
Datuk P.Venugopal A/L V.K. Menon 25,000 --25,000
Abdul Rahim Bin Bunyamin 15,000 --15,000
42

DIRECTORS

REPORT (Continued)

DIRECTORS INTERESTS (Continued)


Number of ordinary shares of RM1 each in the Company
Shareholdings in which the Directors
are deemed to have an interest:
1 May 2012 Acquired Disposed 30 Apr 2013
Liang Chiang Heng *41,048,415 --*41,048,415
Liang Kim Poh *41,048,415 --*41,048,415
Datuk P.Venugopal A/L V.K. Menon **10,000 --**10,000
* By virtue of the shares held by Keynote Capital Sdn Bhd
** By virtue of the shares held by their spouses
Number of ordinary shares of RM1 each in Keynote Capital Sdn Bhd
1 May 2012 Acquired Disposed 30 Apr 2013
Shareholdings in the name of the
Directors:
Liang Chiang Heng 270,350 --270,350
Liang Kim Poh 232,506 --232,506
Liang Chiang Heng and Liang Kim Poh, by virtue of their interests in the shares
of the Company,
are also deemed interested in the shares of all the subsidiaries of the Company
to the extent the
Company has an interest.
Other than as disclosed above, none of the other Directors held any interest in
shares in the
Company and its related corporations during the financial year.
DIRECTORS BENEFITS
During and at the end of the financial year, no arrangements subsisted to which
the Company or its
subsidiaries is a party with the object of enabling the Directors to acquire ben
efits by means of the
acquisition of shares in or debentures of the Company or any other body corporat
e.
Since the end of the previous financial year, no Director has received or become
entitled to receive
benefits (other than benefits included in the aggregate amount of emoluments rec
eived or due and
receivable by the Directors or the fixed salary of a full time employee of the C
ompany as disclosed
in Note 21 to the financial statements) by reason of a contract made by the Comp
any or a related
corporation with the Director or with a firm of which the Director is a member,
or with a company in
which the Director has a substantial financial interest, except as disclosed in
Note 28 to the
financial statements.
43

DIRECTORS

REPORT (Continued)

OTHER STATUTORY INFORMATION


(a)
Before the statements of comprehensive income and statements of financial positi
on of the
Group and of the Company were made out, the Directors took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of
bad debts
and the making of provision for doubtful debts and satisfied themselves that all
known
bad debts had been written off and no provision for doubtful debts was necessary
; and
(ii)
to ensure that any current assets which were unlikely to realise their book valu
es in
the ordinary course of business had been written down to an amount which they mi
ght
be expected so to realise.
(b)
At the date of this report, the Directors are not aware of any circumstances whi
ch would
render:
(i)
the amount written off for bad debts in the financial statements of the Group an
d of the
Company inadequate to any substantial extent or to make any provision for doubtf
ul
debts in respect of the financial statements of the Group and of the Company;
(ii)
the values attributed to the current assets in the financial statements of the G
roup and
of the Company misleading;
(iii)
which has arisen which would render adherence to the existing methods of valuati
on
of assets or liabilities of the Group and of the Company misleading or inappropr
iate;
and
(iv)
not otherwise dealt with in this report or the financial statements of the Group
and of
the Company which would render any amount stated in the financial statements
misleading.
(c)
At the date of this report, there does not exist:
(i)
any charge on the assets of the Group or of the Company which has arisen since t
he
end of the financial year which secures the liabilities of any other person; or
(ii)
any contingent liability of the Group and of the Company which has arisen since
the
end of the financial year.
(d)
In the opinion of the Directors:
(i)

the results of the Group s and Company s operations during the financial year were
not substantially affected by any item, transaction or event of a material and u
nusual
nature;
(ii)
there has not arisen in the interval between the end of the financial year and t
he date
of this report any item, transaction or event of a material and unusual nature w
hich is
likely to affect substantially the results of the operations of the Group and of
the
Company for the financial year in which this report is made; and
(iii)
no contingent or other liability has become enforceable or is likely to become
enforceable within the period of twelve months after the end of the financial ye
ar which
will or may substantially affect the ability of the Group or of the Company to m
eet their
obligations when they fall due.
44

DIRECTORS

REPORT (Continued)

HOLDING COMPANY
The Company is a subsidiary of KEYNOTE CAPITAL SDN BHD, a company incorporated i
n
Malaysia, which is also regarded by the Directors as the ultimate holding compan
y.
AUDITORS
The auditors, Reanda LLKG International, retire and do not wish to seek re-appoi
ntment.
Signed on behalf of the Board
in accordance with a resolution of the Directors
LIANG KIM POH
Johor Bahru
in
LIANANANANA NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN GGGGGGGGGGGGG
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG CHIAAIAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA NGNNNNNNNNNNNNNNNNNN
GNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH
HHHHHHHHHHHHHHHHHHHHH HHHHHHHHHHHHHHHHHHHHH HHHHHHEENEEE G
Jh Bh
30 August 2013
45

Before me: Before me:


STATEMENT BY DIRECTORS
Pursuant to Section 169 (15) of the Companies Act, 1965
We, the undersigned, being two of the Directors of APOLLO FOOD HOLDINGS BERHAD,
do
hereby state that in the opinion of the Directors, the accompanying financial st
atements set out
on pages 50 to 108 are drawn up in accordance with Malaysian Financial Reporting
Standards,
International Financial Reporting Standards and the requirements of the Companie
s Act, 1965
in Malaysia so as to give a true and fair view of the financial position of the
Group and of the
Company as at 30 April 2013 and of their financial performance and cash flows fo
r the financial
year then ended.
In the opinion of the Directors, the supplementary information set out on page 1
08 is prepared,
in all material respects, in accordance with Guidance on Special Matter No. 1 De
termination of
Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant
to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Inst
itute of
Accountants and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board
in accordance with a resolution of the Directors
LIANANANNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN
NNNNNNNNNNNNNNNNNNN GGGGGGGGGGGG CHIAIAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA NNNNN
GNNN N HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH
HHH ENG
Johor Bahru
30 August 2013
LIANG KIM POH
STATUTORY DECLARATION
Pursuant to Section 169 (16) of the Companies Act, 1965
I, LIANG CHIANG HENG, the Director primarily
ement of
APOLLO FOOD HOLDINGS BERHAD, do solemnly and
accompanying financial statements set out on
correct and I
make this solemn declaration conscientiously
by virtue of the

responsible for the financial manag


sincerely declare that the
pages 50 to 108 are in my opinion,
believing the same to be true, and

provisions of the Statutory Declarations Act, 1960.


Subscribed and solemnly declared by )

the above-named LIANG CHIANG HENG )


at Johor Bahru in the State of Johor )
on 30 August 2013 )
LIANANANANNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG CHIAAAAAAAANGNNNNNNNNNNNNNNNNNNN
NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN
NNNNN HHHHHHHHHHHHHHHHHHHHHHHHHHHHHENEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE
EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE G
46

Malaysian Institute of Accountants


(Established under the Accountants Act 1967)
Institut Akauntan Malaysia
(Diperbadamkan di bawah Akta Akauntan 1967)
A Firm Registered with the Malaysian Institute of Accountants
INDEPENDENT AUDITORS

REPORT

MEMBERS
TO THE ME OF APOLLO FOOD HOLIDNGS BERHAD
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of APOLLO FOOD HOLDINGS BERHAD, which c
omprise
of the statements of financial position as at 30 April 2013 of the Group and of
the Company, and the
statements of comprehensive income, statements of changes in equity and statemen
ts of cash flows
of the Group and of the Company for the financial year then ended, and a summary
of significant
accounting policies and other explanatory notes as set out on pages 50 to 108.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of financial st
atements so as to
give a true and fair view in accordance with Malaysian Financial Reporting Stand
ards, International
Financial Reporting Standards and the requirements of the Companies Act 1965 in
Malaysia. The
Directors are also responsible for such internal control as the Directors determ
ine is necessary to
enable the preparation of financial statements that are free from material misst
atement, whether due
to fraud or error.
Auditors

Responsibility

Our responsibility is to express an opinion on these financial statements based


on our audit. We
conducted our audit in accordance with approved standards on auditing in Malaysi
a. Those standards
require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable
assurance about whether the financial statements are free from material misstate
ment.
An audit involves performing procedures to obtain audit evidence about the amoun
ts and disclosures
in the financial statements. The procedures selected depend on our judgement, in
cluding the
assessment of risks of material misstatement of the financial statements, whethe
r due to fraud or

error. In making those risk assessments, we consider internal control relevant t


o the entity s
preparation of financial statements that give a true and fair view in order to d
esign audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the
effectiveness of the entity s internal control. An audit also includes evaluating
the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by
the Directors, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriat
e to provide a basis
for our audit opinion.
Branch &
46-03, Jalan Tun Abdul Razak, Susur Satu, 80000 Johor Bahru, Johor, Malaysia.
CorrespondenceAddress
Tel : +607-222 0688 Fax : +607-222 0689 E-mail : audit.jb@llkg.com.my
Suite 9-5, Level 9, Wisma UOA ll, Jalan Pinang, 50450 Kuala Lumpur, Malaysia.
Tel : +603-2166 2303 (Hunting Line) Fax : +603-2166 8303 E-mail : audit@llkg.com
.my
Head Office
47

REANDA LLKG INTERNATIONAL (AF1082) (Continuation Sheet)


INDEPENDENT AUDITORS REPORT
TO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD
REPORT ON THE FINANCIAL STATEMENTS (Continued)
Opinion
In our opinion, the financial statements give a true and fair view of the financ
ial position of the Group
and of the Company as at 30 April 2013 and of their financial performance and ca
sh flows for year
then ended in accordance with Malaysian Financial Reporting Standards, Internati
onal Financial
Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we a
lso report the
following:
a)
In our opinion, the accounting and other records and the registers required by t
he Act to be
kept by the Company and its subsidiaries of which we have acted as auditors have
been
properly kept in accordance with the provisions of the Act.
b)
We are satisfied that the accounts of the subsidiaries that have been consolidat
ed with the
Company s financial statements are in form and content appropriate and proper for
the
purposes of the preparation of the financial statements of the Group and we have
received
satisfactory information and explanations required by us for those purposes.
c)
Our audit reports on the accounts of the subsidiaries did not contain any qualif
ication or any
adverse comment made under Section 174(3) of the Act.
OTHER REPORTING RESPONSIBILITIES
The supplementary information set out on page 108 is disclosed to meet the requi
rement of Bursa
Malaysia Securities Berhad and is not part of the financial statements. The Dire
ctors are responsible
for the preparation of the supplementary information in accordance with Guidance
on Special Matter
No. 1 Determination of Realised and Unrealised Profits or Losses in the Context
of Disclosures
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by
the Malaysian
Institute of Accountants ( the MIA Guidance ) and the directive of Bursa Malaysia Se
curities Berhad. In
our opinion, the supplementary information is prepared, in all material respects

, in accordance with the


MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
48

REANDA LLKG INTERNATIONAL (AF1082) (Continuation Sheet)


INDEPENDENT AUDITORS REPORT
TO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD
OTHER MATTERS (Continued)
a)
As stated in Note 2.1(a) to the financial statements, the Group adopted Malaysia
n Financial
Reporting Standards ( MFRS ) and International Financial Reporting Standards ( IFRS ) on
1
May 2012 with a transition date of 1 May 2011. These standards were applied retr
ospectively by
Directors to the comparative information in these financial statements, includin
g the statements of
financial position as at 30 April 2012 and 1 May 2011, and the statements of com
prehensive
income, statements of changes in equity and statements of cash flows for the yea
r ended 30 April
2012 and related disclosures. We were not engaged to report on the comparative i
nformation that
it is prepared in accordance with MFRS and IFRS, and hence it is unaudited. Our
responsibilities
as part of our audit of the financial statements of the Group and the Company fo
r the year ended
30 April 2013 have, in these circumstances, included obtaining sufficient approp
riate audit
evidence that the opening balances as at 1 May 2012 do not contain misstatements
that
materially affect the financial position as of 30 April 2013 and financial perfo
rmance and cash
flows for the year then ended.
b)
This report is made solely to the members of the Company, as a body, in accordan
ce with
Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We
do not
REANDA LLKG INTERNATIONAL
KOONG LIN LOONG, JP
AF 1082 1824/04/15 (J)
CHARTERED ACCOUNTANTS PARTNER
Kuala Lumpur
30 August 2013
assume responsibility to any other person for the content of this report.
49

CONSOLIDATED STATEMENT OF FINANCIAL POSITION


30 APRIL 2013
NOTE 30.04.2013 30.04.2012 01.05.2011
RM RM RM
ASSETS
Non Current Assets
Property, plant and equipment
Investment properties
Leasehold land use rights
Available-for-sale investments
Deferred tax assets
3
4
5
6
13
115,364,749
13,739,051
1,115,385
4,129,169
88,100
118,048,075
13,952,841
1,230,770
2,835,298
93,400
117,691,129
14,165,224
1,346,155
899,820
36,000
Total non current assets 134,436,454 136,160,384 134,138,328
Current Assets
Inventories
Trade receivables
Other receivables and deposits
Prepayments
Tax recoverable
Cash and cash equivalents
7
8
8
9
19,893,955
31,535,322
4,844,448
350,627
349,209
64,862,901
17,221,363
26,221,654
2,528,621
114,172
383,986
56,591,062
18,866,856
23,152,108
964,972

93,164
1,205,418
55,350,629
Total current assets 121,836,462 103,060,858 99,633,147
TOTAL ASSETS 256,272,916 239,221,242 233,771,475
EQUITY AND LIABILITIES
Shareholders' Equity
Equity attributable to owners
of the parent
Share capital
Reserves
10
11
80,000,000
150,182,760
80,000,000
134,213,905
80,000,000
128,395,593
Total equity 230,182,760 214,213,905 208,395,593
Non Current Liabilities
Retirement benefits obligations
Deferred tax liabilities
12
13
1,533,201
15,709,259
1,411,747
15,983,840
1,308,168
15,977,172
Total non current liabilities 17,242,460 17,395,587 17,285,340
Current Liabilities
Trade payables
Other payables and accruals
Retirement benefits obligations
Income tax payable
14
14
12
2,921,227
4,198,419
84,600
1,643,450
3,703,319
3,594,711
51,673
262,047
4,290,539
3,538,628
66,743
194,632
Total current liabilities 8,847,696 7,611,750 8,090,542
Total liabilities 26,090,156 25,007,337 25,375,882
TOTAL EQUITY AND LIABILITIES 256,272,916 239,221,242 233,771,475
The accompanying notes form an integral part of these financial statements.
50

COMPANY STATEMENT OF FINANCIAL POSITION


30 APRIL 2013
NOTE 2013
RM
2012
RM
ASSETS
Non Current Assets
Investments in subsidiaries
Available-for-sale investments
Deferred tax assets
15
6
13
39,378,234
4,128,169
12,740
39,378,234
2,834,298
35,700
Total non current assets 43,519,143 42,248,232
Current Assets
Other receivables and deposits
Prepayments
Amount due from subsidiaries
Tax recoverable
Cash and cash equivalents
8
16
9
152,224
13,333
30,106,084
349,209
35,691,293
44,091
13,333
30,383,219
272,577
33,380,561
Total current assets 66,312,143 64,093,781
TOTAL ASSETS 109,831,286 106,342,013
EQUITY AND LIABILITIES
Shareholders' Equity
Equity attributable to owners
of the Company
Share capital
Reserves
10
11
80,000,000
29,404,254
80,000,000
25,911,113
Total equity 109,404,254 105,911,113
Current Liabilities
Other payables and accruals 14 427,032 430,900
Total current liabilities 427,032 430,900

TOTAL EQUITY AND LIABILITIES 109,831,286 106,342,013


The accompanying notes form an integral part of these financial statements.
51

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


FINANCIAL YEAR ENDED 30 APRIL 2013
Group
At 1 May 2012
Total comprehensive income for the year
Transactions with owners
Dividends on ordinary shares
At 30 April 2013
NOTE
17
Share
Capital
RM
80,000,000
80,000,000
Share Revaluation Fair value
Premium Reserves Reserves
RM RM RM
4,325,454 -312,980
-- (114,290)
--<----------Non-distributable----------->
4,325,454 -198,690
Distributable
Retained
Profits
RM
129,575,471
32,083,145
(16,000,000)
145,658,616
Total
RM
214,213,905
31,968,855
(16,000,000)
230,182,760
At 1 May 2011
As previously stated
Effect of adopting MFRS 1
As restated
Total comprehensive income for the year
Transactions with owners
Dividends on ordinary shares
At 30 April 2012
17
80,000,000
80,000,000
80,000,000
4,325,454
4,325,454
-

4,325,454
7,450,383
(7,450,383)
238,973
238,973
74,007
312,980
116,463,490
7,367,676
123,831,166
21,744,305
(16,000,000)
129,575,471
208,478,300
(82,707)
208,395,593
21,818,312
(16,000,000)
214,213,905
The accompanying notes form an integral part of these financial statements.
52

COMPANY STATEMENT OF CHANGES IN EQUITY


FINANCIAL YEAR ENDED 30 APRIL 2013
Company NOTE
Share
Capital
RM
Share Fair value
Premium reserve
RM RM
<----Non-distributable----> Distributable
Retained
Profits
RM
Total
RM
At 1 May 2012
Total comprehensive income for the year
Transactions with owners
Dividends on ordinary shares
At 30 April 2013
17
80,000,000
80,000,000
4,325,454
4,325,454
312,980
(114,290)
198,690
21,272,679
19,607,431
(16,000,000)
24,880,110
105,911,113
19,493,141
(16,000,000)
109,404,254
At 1 May 2011
Total comprehensive income for the year
Transactions with owners
Dividends on ordinary shares
At 30 April 2012
17
80,000,000
80,000,000
4,325,454
4,325,454
238,973
74,007
-

312,980
23,379,384
13,893,295
(16,000,000)
21,272,679
107,943,811
13,967,302
(16,000,000)
105,911,113
The accompanying notes form an integral part of these financial statements.
53

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


FINANCIAL YEAR ENDED 30 APRIL 2013
NOTE 2013
RM RM
REVENUE 18 222,745,970 200,548,462
COST OF SALES 19 (160,125,385) (155,451,965)
GROSS PROFIT 62,620,585 45,096,497
OTHER INCOME 2,665,277 2,870,847
ADMINISTRATIVE EXPENSES (12,210,019) (11,013,658)
SELLING AND DISTRIBUTION EXPENSES (9,149,703) (8,356,522)
OTHER OPERATING EXPENSES (1,476,604)
PROFIT BEFORE TAX 20 42,449,536 28,597,164
INCOME TAX EXPENSE 22 (10,366,391) (6,852,859)
PROFIT FOR THE YEAR 32,083,145 21,744,305
OTHER COMPREHENSIVE (LOSS)/INCOME
Fair value gain on available-for-sale investments
Reclassification to profit or loss upon disposal
(114,290)
(114,290)
288,431
(214,424)
74,007
OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR (114,290) 74,007
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 31,968,855 21,818,312
PROFIT FOR THE YEAR ATTRIBUTABLE TO
OWNERS OF THE PARENT 32,083,145 21,744,305
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO OWNERS OF THE PARENT 31,968,855 21,818,312
EARNINGS PER SHARE ATTRIBUTABLE
TO OWNERS OF THE PARENT (sen) :
Basic, for profit for the year 23 40.10 27.18
Diluted, for profit for the year 23 Not Applicable Not Applicable
Dividend per share (Sen) 17 20.00 20.00
The accompanying notes form an integral part of these financial statements.
54

COMPANY STATEMENT OF COMPREHENSIVE INCOME


FINANCIAL YEAR ENDED 30 APRIL 2013
NOTE 2013
RM RM
REVENUE 18 19,440,016 13,740,010
OTHER INCOME 1,146,483 1,255,784
ADMINISTRATIVE EXPENSES (703,382) (724,244)
PROFIT BEFORE TAX 20 19,883,117 14,271,550
INCOME TAX EXPENSE 22 (275,686) (378,255)
PROFIT FOR THE YEAR 19,607,431 13,893,295
OTHER COMPREHENSIVE (LOSS)/INCOME
Fair value gain on available-for-sale investments
Reclassification to profit or loss upon disposal
OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR
(114,290)
(114,290)
288,431
(214,424)
74,007
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 19,493,141 13,967,302
PROFIT FOR THE YEAR ATTRIBUTABLE TO
OWNERS OF THE COMPANY 19,607,431 13,893,295
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO OWNERS OF THE COMPANY 19,493,141 13,967,302
The accompanying notes form an integral part of these financial statements.
55

CONSOLIDATED STATEMENT OF CASH FLOW


FINANCIAL YEAR ENDED 30 APRIL 2013
NOTE 2013
RM
2012
RM
OPERATING ACTIVITIES
Profit before tax
Adjustments for:
Depreciation of property, plant and equipment
Depreciation of investment properties
Amortisation of leasehold land use rights
Unrealised (gain)/loss on foreign currency translations
Provision for retirement benefits
Property, plant and equipment written off
Inventories written off
Bad debts written off
Gain on disposal of available-for-sale investments
Interest income
Rental income from investment properties
Dividend income
(Gain)/loss on disposal of property, plant and equipment
42,449,536
9,122,175
213,790
115,385
(329,344)
194,034
119
202,793
2,353
(1,676,110)
(164,400)
(158,666)
(7,496)
28,597,164
9,335,815
212,383
115,385
(121,152)
160,992
20
219,398
35,945(214,424)
(1,579,998)
(314,400)
(106,881)
7,550
Operating cash flows before working capital changes 49,964,169 36,347,797
Changes in working capital
Inventories
Receivables
Payables
(2,875,385)
(7,839,931)
(178,384)
1,426,095

(4,648,627)
(531,137)
Cash flows from operations 39,070,469 32,594,128
Interest received 1,784,151 1,591,745
Income taxes refunded
Income taxes paid
Payment of retirement benefits 12
622,954
(9,842,446)
(39,653)
(6,014,744)
(72,483)
Net cash flows from operating activities 31,595,475 28,098,646
INVESTING ACTIVITIES
Purchase of available-for-sale investments
Proceeds from disposal of available-for-sale investments
Rental received from investment properties
Dividends received
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
3
(1,408,161)
164,400
158,666
(6,438,972)
7,500
(2,454,906)
807,859
314,400
106,881
(9,703,331)
3,000
Net cash used in investing activities (7,516,567) (10,926,097)
FINANCING ACTIVITY
Dividends paid on ordinary shares
Net cash used in financing activity
17 (16,000,000)
(16,000,000)
(16,000,000)
(16,000,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS 8,078,908 1,172,549
Currency translation differences 192,931 67,884
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 56,591,062 55,350,629
CASH AND CASH EQUIVALENTS AT END OF YEAR 9 64,862,901 56,591,062
The accompanying notes form an integral part of these financial statements.
56

COMPANY STATEMENT OF CASH FLOW


FINANCIAL YEAR ENDED 30 APRIL 2013
NOTE 2013
RM
2012
RM
OPERATING ACTIVITIES
Profit before tax
Adjustments for:
Bad debt written off
Dividend income
Gain on disposal of available-for-sale investments
Interest income
19,883,117
(19,358,157)
(988,342)
14,271,550
340
(13,606,456)
(214,424)
(934,914)
Operating cash flows before working capital changes
Changes in working capital
Receivables
Payables
(463,382)
(216,267)
(3,868)
(483,904)
(15,617)
78,951
Cash flows from operations
Income taxes paid
Interest received
(683,517)
(329,358)
1,096,476
(420,570)
(210,267)
942,722
Net cash flows from operating activities 83,601 311,885
INVESTING ACTIVITIES
Purchase of available-for-sale investments
Proceeds from disposal of available-for-sale investments
Dividends received
Net repayment from/(advances to) subsidiaries
(1,408,161)
19,358,157
277,135
(2,454,906)
807,859
13,606,456
17,853,866
Net cash flows from investing activities 18,227,131 29,813,275

FINANCING ACTIVITY
Dividends paid on ordinary shares 17 (16,000,000) (16,000,000)
Net cash flows used in financing activity (16,000,000) (16,000,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,310,732 14,125,160
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 33,380,561 19,255,401
CASH AND CASH EQUIVALENTS AT END OF YEAR 9 35,691,293 33,380,561
The accompanying notes form an integral part of these financial statements.
57

NOTE TO FINANCIAL STATEMENTS


30 APRIL 2013
1 GENERAL INFORMATION
The principal activities of the Company are investment holding and provision of
management
services to subsidiaries.
The principal activities of the subsidiaries are described in Note 15 to the fin
ancial statements.
There have been no significant changes in the nature of these activities during
the financial
year.
The Company is a public limited liability company, incorporated and domiciled in
Malaysia and
is listed on the Main Market of the Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Suite 1301, 13th Floor, City
Plaza, Jalan
Tebrau, 80300 Johor Bahru, Johor.
The principal place of business is located at 70, Jalan Langkasuka, Larkin Indus
trial Area,
80350 Johor Bahru, Johor.
The financial statements of the Group and the Company have been approved by the
Board of
Directors for issuance on 30 August 2013.
2 SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation of Financial Statements
(a)
The financial statements of the Group and the Company have been prepared in
accordance with Malaysian Financial Reporting Standards ( MFRS ), International
Financial Reporting Standards ( IFRS ) and the requirements of the Companies Act,
1965 in Malaysia.
The financial statements of the Group and of the Company have been prepared on
the historical cost basis and modified to include other bases of valuation as di
sclosed
in other sections under significant accounting policies.
For all periods up to and including the year ended 30 April 2012, the Group prep
ared
its financial statements in accordance with Financial Reporting Standards in
Malaysia ( FRS ). These financial statements for the year ended 30 April 2013 are
the first that the Group has prepared in accordance with MFRS and MFRS 1: FirstTime Adoption of Malaysian Financial Reporting Standards ( MFRS 1 ) had been
applied.
In preparing its opening MFRS Consolidated Statement of Financial Position as at
1
May 2011 (which is also the date of transition), the Group has adjusted the amou
nts
previously reported in financial statements prepared in accordance with FRS. An
explanation of how the transition from FRS to MFRS affected the Group s financial

position, financial performance and cash flows is set out in Note 2.1(b) below.
These
notes included reconciliations of equity and total comprehensive income for the
comparative period and of equity at the date of transition under MFRS. The
transition from FRS to MFRS has not had a material impact on the statements of
cash flows.
58

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.1 Basis of Preparation of Financial Statements (Continued)
(a)
The preparation of financial statements in conformity with MFRS and the provisio
ns
of the Companies Act, 1965 requires the Directors to make judgements, estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial sta
tements
and the reported amounts of revenues and expenses during the reported financial
year. It also requires Directors to exercise their judgements in the process of
applying the Company s accounting policies. Although these judgements and
estimates are based on Directors best knowledge of current events and actions,
actual results could differ from those judgements and estimates.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are disclo
sed
in Note 2.1(e).
(b) Application of MFRS 1
The audited financial statements of the Group for the year ended 30 April 2012 w
ere
prepared in accordance with FRS. Except for certain differences, the requirement
under FRS and MFRS are similar. MFRS 1 also provide certain prohibitions and
exemptions when initially adopting Malaysian Financial Reporting Standards. The
significant accounting policies adopted in preparing these consolidated financia
l
statements are consistent with those of the audited financial statements for the
year
ended 30 April 2012 except as discussed below:
Property, plant and equipment
The Group has previously recorded its land and buildings at revalued amount, whi
ch
is the fair value at the date of the revaluation less accumulated depreciation a
nd any
accumulated impairment losses. Fair value is determined from market-based
evidence by appraisal that is undertaken by professionally qualified valuers.
Revaluations are performed at least once in every five years to ensure that the
carrying amount does not differ materially from the fair value of the land and b
uildings
at the reporting date.
Upon transition to MFRS, the Group has elected to apply the optional exemption a
nd
measure all its property, plant land equipment at cost model under MFRS 116
Property, Plant and Equipment. At the date of transition to MFRS, the Group uses
previous revaluation at or before the date of transition as deemed cost as these
amounts were broadly comparable to fair value at that date. Accordingly, the
revaluation surplus has been transferred to retained profits.
59

NOTES TO FINANCIAL STATEMENTS (Continued)


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.1 Basis of Preparation of Financial Statements (Continued)
(c) Reclassification of Leasehold Land Use Rights
In September 2012, the Group had obtained an extension for certain of its
Leasehold Land Use Rights to 99 years and had accordingly transferred these to
Property, Plant and Equipment in accordance with MFRS 117. Certain comparative
balances have been reclassified accordingly for comparison purpose.
The reconciliations of Consolidated Statement of Financial Position,
d
Statement of Comprehensive Income and Consolidated Statement of Cash
comparative periods and Consolidated Statement of Financial Position
of
transition reported under FRS to those reported for those periods at
transition
under MFRS and the reclassification are provided below:

Consolidate
Flow for
at the date
the date of

Consolidated Statement of Financial Position


Reconciliation as at 1 May 2011
Effect of
FRS as at transition MFRS as at
01.05.2011 to MFRS Reclassification 01.05.2011
RM RM RMRM
Reserves
-Reserves attributable to capital 12,014,810 (7,450,383) 4,564,427
- Retained profits 116,463,490 7,367,676 123,831,166
Deferred tax liabilities 15,894,465 82,707 15,977,172
Property, plant and equipment 116,473,752 -1,217,377 117,691,129
Leasehold land use rights 2,563,532 -(1,217,377) 1,346,155
Reconciliation as at 30 April 2012
Effect of
FRS as at transition MFRS as at
30.04.2012 to MFRS Reclassification 30.04.2012
RM RM RMRM
Reserves
-Reserves attributable to capital 12,768,841 (8,130,407) -4,638,434
- Retained profits 122,364,512 7,210,959 -129,575,471
Deferred tax liabilities 16,290,795 (306,955) -15,983,840
Property, plant and equipment 118,105,558 (1,226,403) 1,168,920 118,048,075
Leasehold land use rights 2,399,690 -(1,168,920) 1,230,770
.
60

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.1
Basis of Preparation of Financial Statements (Continued)
Consolidated Statement of Comprehensive Income
Reconciliation for the year ended 30 April 2012
FRS for the MFRS for the
year ended Effect of transition year ended
30.04.2012 to MFRS 30.04.2012
RM RMRM
Cost of sales (155,455,466) 3,501 (155,451,965)
Profit before tax 28,593,663 3,501 28,597,164
Income tax expense (6,852,338) (521) (6,852,859)
Profit for the year 21,741,325 2,980 21,744,305
Consolidated Statement of Cash Flow
Reconciliation for the year ended 30 April 2012
MFRS for
FRS for the Effect of the
year ended transition year ended
30.04.2012 to MFRS Reclassification 30.04.2012
RMRM RM RM
Depreciation of property,
plant and equipment 9,290,859 (3,501) 48,457 9,335,815
Amortisation of leasehold
land use rights
163,842 -(48,457) 115,385
61

NOTES TO FINANCIAL STATEMENTS (Continued)


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.1 Basis of Preparation of Financial Statements (Continued)
(d) Standards and interpretations issued but not yet effective
The standards and interpretations that are issued but not yet effective up to th
e date
of issuance of the Group s and the Company s financial statements are disclosed
below. The Group and the Company intend to adopt these standards, if applicable,
when they become effective.
Effective for financial periods beginning on or after 1 July 2012:
Amendments to MFRS 101
Presentation of Items of Other Comprehensive
Income
Effective for financial periods beginning on or after 1 January 2013:
MFRS 3 Business Combinations (IFRS 3 Business
Combinations issued by IASB in March 2004)
MFRS 10 Consolidated Financial Statements
MFRS 11 Joint Arrangements
MFRS 12 Disclosure of Interests in Other Entities
MFRS 13 Fair Value Measurement
MFRS 119 Employee Benefits
MFRS 127 Separate Financial Statements
MFRS 127 Consolidated and Separate Financial Statements
(IAS 27 revised by IASB in December 2003)
MFRS 128 Investment in Associates and Joint Ventures
Amendments to MFRS 1 Government Loans
Amendments to MFRS 1 Annual Improvement 2009-2011 Cycle
Amendments to MFRS 7 Disclosures -Offsetting Financial Assets
and Financial Liabilities
Amendments to MFRS 10 Consolidated Financial Statements : Transition
Guidance
Amendments to MFRS 11 Joints Arrangements : Transition Guidance
Amendments to MFRS 12 Disclosure of Interests in Other Entities :
Transition Guidance
Amendments to MFRS 101 Annual Improvement 2009-2011 Cycle
Amendments to MFRS 116 Annual Improvement 2009-2011 Cycle
Amendments to MFRS 132 Annual Improvement 2009-2011 Cycle
Amendments to MFRS 134 Annual Improvement 2009-2011 Cycle
62

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.1 Basis of Preparation of Financial Statements (Continued)
(d) Standards and interpretations issued but not yet effective (Continued)
Effective for financial periods beginning on or after 1 January 2013:
IC Interpretation 20 Stripping Costs in the Production Phase of
a Surface Mine
Amendments to IC Interpretations 2 Annual Improvement 2009-2011 Cycle
Effective for financial periods beginning on or after 1 January 2014:
Amendments to MFRS 10, MFRS Investment Entities
12 and MFRS 127
Amendments to MFRS 132 Offsetting Financial Assets and Financial
Liabilities
Effective for financial periods beginning on or after 1 January 2015:
MFRS 9
Financial Instruments (IFRS 9 issued by IASB in
November 2009 and October 2010)
The Directors are of opinion that the standards and interpretations above will h
ave
no material impact on the financial statement in the year of initial adoption.
(e) Use of Estimates and Judgements
As mentioned in Note 2.1 (a), the Directors make their estimates based on histor
ical
experience and on various assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgements abo
ut
the carrying values of assets and liabilities that are not readily apparent from
other
sources. Actual results may differ from these estimates under different assumpti
ons
or conditions.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the esti
mate
is revised and in any future periods affected.
Information about significant areas of estimation uncertainty and critical judge
ments
in applying accounting policies that have the most significant effect on the amo
unt
recognised in the financial statements are described in the following notes:
(i)
Critical judgement made in applying accounting policies
Note 4 - Classification of investment properties
(ii)
Areas of estimation uncertainty
Note 3 - Depreciation of property, plant and equipment
Note 22 - Income tax expense

63

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies
(a) Subsidiaries and Basis of Consolidation
(i) Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies so as to obtain benefits from their activities.
The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the
Group has such power over another entity.
In the Company s separate financial statements, investments in subsidiaries
are stated at cost less impairment losses. On disposal of such investments,
the difference between net disposal proceeds and their carrying amounts is
included in profit or loss.
(ii) Basis of Consolidation
The consolidated financial statements comprise the financial statements of
the Company and its subsidiaries as at the reporting date.
Subsidiaries are consolidated from the date of acquisition, being the date on
which the Group obtains control, and continue to be consolidated until the
date that such control ceases. In preparing the consolidated financial
statements, intragroup balances, transactions and unrealised gains or
losses are eliminated in full. Uniform accounting policies are adopted in the
consolidated financial statements for like transactions and events in similar
circumstances.
Acquisitions of subsidiary companies are accounted for using the purchase
method. The cost of the business combination is measured as the
aggregate of the fair values, at the date of exchange, of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group
in exchange for control of the acquiree, plus any costs directly attributable to
the business combination. The acquiree s identifiable assets, liabilities and
contingent liabilities that meet the conditions for the recognition under MFRS
3 Business Combinations are recognised at their fair values at the
acquisition date.
64

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(a) Subsidiaries and Basis of Consolidation (Continued)
(ii) Basis of Consolidation (Continued)
Any excess of the cost of business combination over the Group's share in
the net fair value of the acquired subsidiary s identifiable assets, liabilities
and contingent liabilities represents goodwill. Any excess of the Group's
share in the net fair value of the acquired subsidiary s identifiable assets,
liabilities and contingent liabilities over the cost of business combination is
recognised as income in the profit or loss on the date of acquisition.
(b) Property, Plant and Equipment
All items of property, plant and equipment are initially recorded at cost.
Subsequent costs are included in the asset's carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the ite
m
can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are recognised in profit or loss
as incurred. Subsequent to initial recognition, property, plant and equipment ar
e
stated at cost less accumulated depreciation and accumulated impairment losses,
if any.
Freehold land has an unlimited useful life and therefore is not depreciated.
Building in progress will be depreciated when the property, plant and equipment
are ready for their intended use. Leasehold land is amortised on a straight-line
basis over the period of the respective leases whilst depreciation of other prop
erty,
plant and equipment is computed using the straight-line basis so as to write off
their depreciable amounts over their estimated useful lives. The principal annua
l
rates of depreciation used are:
Buildings and improvement 2% -20%
Plant, machinery, tools and equipment 4% -10%
Motor vehicles 20%
Office equipment, furniture and fittings 10%
Renovation 2% -20%
65

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(b) Property, Plant and Equipment (Continued)
Depreciation of property, plant and equipment commences when it is available for
use and does not cease when the asset become idle or is retired from active use
unless the asset is fully depreciated.
The residual values, useful life and depreciation method are reviewed at each
financial year end to ensure that the amount, method and period of depreciation
are consistent with the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected from its use or disposal. Gains or loss
es
arising on disposal or retirement of an item of property, plant and equipment is
determined as the difference between the net sale proceeds, and the carrying
amount of the asset and is recognised in the profit or loss.
(c) Investment Properties
Investment properties are properties which are held to earn rental income or
capital appreciation or for both. These include land held for a currently
undetermined future use. Investment properties are stated at cost less
accumulated depreciation and any accumulated impairment losses.
Depreciation is recognised in profit or loss on a straight line basis over the
estimated useful lives of the investment properties. The estimated useful lives
of
the buildings are between 14 to 50 years. Freehold land is not depreciated as it
has an unlimited useful life.
Investment properties are derecognised when either they have been disposed of
or when the investment property is permanently withdrawn from use and no future
economic benefit is expected from its disposal. Any gain or losses on the
retirement or disposal of an investment property are recognised in profit or los
s in
the year of retirement or disposal.
66

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(d) Leasehold land use rights
Leasehold land use rights are initially measured at cost. Following initial
recognition, leasehold land use rights are measured at cost less accumulated
amortisation and accumulated impairment losses. The leasehold land use rights
are amortised over their lease terms.
(e) Financial assets
Financial assets are recognised in the statements of financial position when, an
d
only when, the Group and the Company become a party to the contractual
provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value
plus, in the case of financial assets not at fair value through profit or loss,
directly
attributable transaction costs.
The Group and the Company determine the classification of their financial assets
at initial recognition, and the categories include financial assets at fair valu
e
through profit or loss, loans and receivables, held-to-maturity investments and
available-for-sale financial assets.
(i) Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit
or
loss if they are held for trading or are designated as such upon initial
recognition. Financial assets held for trading are derivatives (including
separated embedded derivatives) or financial assets acquired principally for the
purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit
or
loss are measured at fair value. Any gains or losses arising from changes in fai
r
value are recognised in profit or loss. Net gains or net losses on financial
assets at fair value through profit or loss do not include exchange differences,
interest and dividend income. Exchange differences, interest and dividend
income on financial assets at fair value through profit or loss are recognised
separately in profit or loss as part of other losses or other income.
67

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(e) Financial assets (Continued)
(i) Financial assets at fair value through profit or loss (Continued)
Financial assets at fair value through profit or loss could be presented as
current or non-current. Financial assets that is held primarily for trading
purposes are presented as current whereas financial assets that is not held
primarily for trading purposes are presented as current or non-current based on
the settlement date.
(ii) Loans and receivables
Financial assets include trade and other receivables with fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables.
Subsequent to initial recognition, loans and receivables are measured at
amortised cost using the effective interest method. Gains and losses are
recognised in profit or loss when the loans and receivables are derecognised or
impaired, and through the amortisation process.
Loans and receivables are classified as current assets, except for those having
maturity dates later than 12 months after the reporting date which are classifie
d
as non-current.
(iii) Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturity are
classified as held-to-maturity when the Group has the positive intention and
ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at
amortised cost using the effective interest method. Gains and losses are
recognised in profit or loss when the held-to-maturity investments are
derecognised or impaired, and through the amortisation process.
Held-to-maturity investments are classified as non-current assets, except for
those having maturity within 12 months after the reporting date which are
classified as current.
68

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(e) Financial assets (Continued)
(iv) Available-for-sale financial assets
Available-for-sale financial assets are financial assets that are designated as
available for sale or are not classified in any of the three preceding categorie
s.
After initial recognition, available-for-sale financial assets are measured at f
air
value. Any gains or losses from changes in fair value of the financial assets
are recognised in other comprehensive income, except that impairment
losses, foreign exchange gains and losses on monetary instruments and
interest calculated using the effective interest method are recognised in profit
or loss. The cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss as a
reclassification adjustment when the financial asset is derecognised. Interest
income calculated using the effective interest method is recognised in profit or
loss. Dividends on an available-for-sale equity instrument are recognised in
profit or loss when the Group and the Company s right to receive payment is
established.
Investments in equity instruments whose fair value cannot be reliably
measured are measured at cost less impairment loss.
Available-for-sale financial assets are classified as non-current assets unless
they are expected to be realised within 12 months after the reporting date.
A financial asset is derecognised when the contractual right to receive cash
flows from the asset has expired. On derecognition of a financial asset in its
entirety, the difference between the carrying amount and the sum of the
consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets
that require delivery of assets within the period generally established by
regulation or convention in the marketplace concerned. All regular way
purchases and sales of financial assets are recognised or derecognised on
the trade date i.e., the date that the Group and the Company commit to
purchase or sell the asset.
69

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(f) Impairment of financial assets
The Group assesses at each reporting date whether there is any objective
evidence that a financial asset or group of financial assets is impaired.
(i) Available-for-sale financial assets
Significant or prolonged decline in fair value below cost, significant financial
difficulties of the issuer or obligor, and the disappearance of an active tradin
g
market are considerations to determine whether there is objective evidence
that investment securities classified as available-for-sale financial assets are
impaired.
If an available-for-sale financial asset is impaired, an amount comprising the
difference between its cost (net of any principal payment and amortisation)
and its current fair value, less any impairment loss previously recognised in
profit or loss, is transferred from equity to profit or loss.
Impairment losses on available-for-sale equity investments are not reversed in
profit or loss in the subsequent periods. Increase in fair value, if any,
subsequent to impairment loss is recognised in other comprehensive income.
For available-for-sale debt investments, impairment losses are subsequently
reversed in profit or loss if an increase in the fair value of the investment ca
n
be objectively related to an event occurring after the recognition of the
impairment loss in profit or loss.
(ii) Unquoted equity securities carried at cost
If there is objective evidence (such as significant adverse changes in the
business environment where the issuer operates, probability of insolvency or
significant financial difficulties of the issuer) that an impairment loss on
financial assets carried at cost has been incurred, the amount of the loss is
measured as the difference between the asset s carrying amount and the
present value of estimated future cash flows discounted at the current market
rate of return for a similar financial asset. Such impairment losses are not
reversed in subsequent periods.
70

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(f) Impairment of financial assets (Continued)
(iii)
Trade and other receivables and other financial assets carried at
amortised cost
To determine whether there is objective evidence that an impairment loss on
financial assets has been incurred, the Group and the Company consider
factors such as the probability of insolvency or significant financial difficult
ies
of the debtor and default or significant delay in payments. For certain
categories of financial assets, such as trade receivables, assets that are
assessed not to be impaired individually are subsequently assessed for
impairment on a collective basis based on similar risk characteristics.
Objective evidence of impairment for a portfolio of receivables could include
the Group s and the Company s past experience of collecting payments, an
increase in the number of delayed payments in the portfolio past the average
credit period and observable changes in national or local economic
conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as
the difference between the asset s carrying amount and the present value of
estimated future cash flows discounted at the financial asset s original
effective interest rate. The impairment loss is recognised in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss
directly for all financial assets with the exception of trade receivables, where
the carrying amount is reduced through the use of an allowance account.
When a trade receivable becomes uncollectible, it is written off against the
allowance account. Bad debts are written off when identified.
If in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised, the previously recognised impairment loss is
reversed to the extent that the carrying amount of the asset does not exceed
its amortised cost at the reversal date. The amount of reversal is recognised
in profit or loss.
(g) Impairment of Non Financial Assets
At each reporting date, the Group reviews the carrying amounts of its non financ
ial
assets (excluding inventories and deferred tax assets) to determine whether ther
e
is any indication of impairment by comparing its carrying amount with its
recoverable amount. Recoverable amount is the higher of an asset s fair value
less costs to sell and its value in use. For the purpose of assessing impairment
,
assets are grouped at the lowest levels for which there are separately identifia
ble
cash flows (cash generating units).
71

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(g) Impairment of Non Financial Assets (Continued)
In assessing value-in-use, the estimated future cash flows expected to be
generated by the asset are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of mone
y
and the risks specific to the asset. Where the carrying amount of an asset excee
ds
its recoverable amount, the asset is written down to its recoverable amount.
Impairment losses recognised in respect of a cash-generating unit or groups of
cash-generating units are allocated first to reduce the carrying amount of any
goodwill allocated to those units or group of units and then, to reduce the carr
ying
amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are
previously revalued where the revaluation was taken to other comprehensive
income. In this case the impairment is also recognised in other comprehensive
income up to the amount of any previous revaluation.
An assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. A previously recognised impairment loss is reversed only if
there has been a change in the estimates used to determine the asset s
recoverable amount since the last impairment loss was recognised. If that is the
case, the carrying amount of the asset is increased to its recoverable amount.
That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss unless the asset is
measured at revalued amount, in which case the reversal is treated as a
revaluation increase.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using first-in, first-out as the basis and includes all costs
in
bringing the inventories to their present location and condition. The cost of wo
rk in
progress and finished goods comprises raw materials, direct labour, other direct
costs and an appropriate portion of production overheads. Net realisable value i
s
the estimated selling price in the ordinary course of business less the estimate
d
cost to completion and estimated costs necessary to make the sale.
72

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(i) Financial liabilities
Financial liabilities are classified according to the substance of the contractu
al
arrangements entered into and the definitions of a financial liability.
Financial liabilities, within the scope of MFRS 139, are recognised in the
statements of financial position when, and only when, the Group and the Company
become a party to the contractual provisions of the financial instrument. Financ
ial
liabilities are classified as either financial liabilities at fair value through
profit or
loss or other financial liabilities.
(i) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial lia
bilities
held for trading and financial liabilities designated upon initial recognition a
s at
fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the G
roup
and the Company that do not meet the hedge accounting criteria. Derivative
liabilities are initially measured at fair value and subsequently stated at fair
value, with any resultant gains or losses recognised in profit or loss. Net gain
s
or losses on derivatives include exchange differences.
The Group and the Company have not designated any financial liabilities as at
fair value through profit or loss.
(ii) Other financial liabilities
The Group s and the Company s other financial liabilities include trade
payables and other payables.
Trade and other payables are recognised initially at fair value plus directly
attributable transaction costs and subsequently measured at amortised cost
using the effective interest method.
For other financial liabilities, gains and losses are recognised in profit or lo
ss
when the liabilities are derecognised, and through the amortisation process.
73

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(i) Financial liabilities (Continued)
(ii) Other financial liabilities (Continued)
A financial liability is derecognised when the obligation under the liability is
extinguished. When an existing financial liability is replaced by another from t
he
same lender on substantially different terms, or the terms of an existing liabil
ity
are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new liability,
and
the difference in the respective carrying amounts is recognised in profit or los
s.
(iii) Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make
specified payments to reimburse the holder for a loss it incurs because a
specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair va
lue,
net of transaction costs. Subsequent to initial recognition, financial guarantee
contracts are recognised as income in profit or loss over the period of the
guarantee. If the debtor fails to make payment relating to financial guarantee
contract when it is due and the Group, as the issuer, is required to reimburse
the holder for the associated loss, the liability is measured at the higher of t
he
best estimate of the expenditure required to settle the present obligation at th
e
reporting date and the amount initially recognised less cumulative amortisation.
(j) Equity Instruments
Ordinary shares are classified as equity instruments. Dividends on ordinary shar
es
are recognised in equity in the period in which they are declared.
(k) Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of eco
nomic
resources will be required to settle the obligation and the amount of the obliga
tion
can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the curre
nt
best estimate. If it is no longer probable that an outflow of economic resources
will
be required to settle the obligation, the provision is reversed. If the effect o
f the
time value of money is material, provisions are discounted using a current pre t
ax

rate that reflects, where appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
74

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(l) Contingencies
A contingent liability or asset is a possible obligation or asset that arises fr
om past
events and whose existence will be confirmed only by the occurrence or nonoccurrence of uncertain future events not wholly within the control of the Group
.
Contingent liabilities and assets are not recognised in the consolidated stateme
nt
of financial position of the Group.
(m) Income Recognition
Revenue is recognised when it is probable that the economic benefits associated
with the transaction will flow to the Group and the Company and the amount of th
e
revenue can be measured reliably. The following specific recognition criteria mu
st
be met before revenue is recognised:
(i) Sales of goods
Revenue from sales of goods is recognised upon the transfer of significant risk
and rewards of ownership of the goods to the customer and measured net of
sales tax.
(ii) Dividend income
Dividend income is recognised when the Group s right to receive payment is
established.
(iii) Interest income
Interest is recognised on an accrual basis using the effective interest method.
(iv) Rental income
Rental income is recognised on straight-line basis over the lease terms.
(v) Management fee income
Management fees are recognised when services are rendered.
75

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(n) Foreign Currencies
(i) Functional and Presentation Currency
The individual financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity
operates ( the functional currencies ). The consolidated financial statements
are presented in Ringgit Malaysia (RM), which is also the Company s
functional currency.
(ii) Foreign Currency Transactions
Transactions in foreign currencies are measured in the respective functional
currencies of the Company and its subsidiaries and are recorded on initial
recognition in the functional currencies at exchange rates approximating those
ruling at the transaction dates. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling at the reportin
g
date. Non-monetary items denominated in foreign currencies that are
measured at historical cost are translated using the exchange rates as at the
dates of the initial transactions. Non-monetary items denominated in foreign
currencies measured at fair value are translated using the exchange rates at
the date when the fair value was determined.
All exchange differences are recognised in profit or loss.
(o) Income Tax
Income tax expense represents the sum of the tax currently payable and deferred
tax.
(i) Current tax
The tax currently payable is based on taxable profit for the year. Taxable profi
t
differs from profit as reported in the statements of comprehensive income
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Group s and the Company s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting date.
76

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(o) Income Tax (Continued)
(ii) Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences, and deferred tax
assets are generally recognised for all deductible temporary differences,
unused tax losses and unused tax credits to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences, unused tax losses and unused tax credits can be recognised.
Such assets and liabilities are not recognised if the temporary difference
arises from the initial recognition of other assets and liabilities in a transac
tion
that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset t
o be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group and the Company expect, at the
reporting date, to recover or settle the carrying amount of its assets and
liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and
when they relate to income taxes levied by the same taxation authority and
the Group and the Company intend to settle its current tax assets and
liabilities on a net basis.
(iii) Current and deferred tax for the period
Current and deferred tax are recognised in profit or loss in the statements of
comprehensive income, except when they relate to items credited or debited
directly to equity, in which case the tax is also recognised directly in equity.
77

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(o) Income Tax (Continued)
(iv) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales
tax except:
-Where the sales tax incurred in a purchase of assets or services is not
recoverable from the taxation authority, in which case the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and
- Receivables and payables that are stated with the amount of sales tax
included.
The net amount of sales tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the statement of
financial position.
(p) Employee Benefits
Short-term benefits
Wages, salaries, paid annual leave, bonuses and social security contributions ar
e
recognised as an expense in the year in which the associated services are
rendered by employees. Short-term accumulating compensated absences such
as paid annual leave are recognised when services are rendered by employees
that increase their entitlement to future compensated absences. Short-term nonaccumulating compensated absences such as sick leave are recognised when the
absences occur.
78

NOTES TO FINANCIAL STATEMENTS (Continued)


2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2 Summary of Significant Accounting Policies (Continued)
(p) Employee Benefits (Continued)
Defined contribution plans
The Group s contributions to
defined contribution pension
which the related service is
he
Group has no further payment

the Employee s Provident Fund in Malaysia, a


scheme are recognised as an expense in the year in
performed. Once the contributions have been paid, t
obligations.

The Group operates an unfunded retirement benefits plan for its eligible Directo
rs
and employees. The liabilities in respect of the retirement benefits are based o
n a
plan benefit formula. The Group s obligations under the plan are calculated using
the Projected Credit Unit Method through which the amount of benefit that
employees and Directors have earned in return for their service in the current a
nd
prior years is estimated. That benefit is discounted in order to determine its
present value.
The discount rate is yield at the reporting date on high quality corporate bonds
or
government bonds.
(q) Cash and Cash equivalents
Cash and cash equivalents comprise cash and bank balances, demand deposits,
and short-term, highly liquid investments that are readily convertible to known
amount of cash and which are subject to an insignificant risk of changes in valu
e.
(r) Segmental Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing
performance of the operating segments and making strategic decisions. Additional
disclosures on each of these segments are shown in Note 29.
79

NOTES TO FINANCIAL STATEMENTS (Continued)


3 PROPERTY, PLANT AND EQUIPMENT
Buildings Long term
and Leasehold
Group improvements land
2013 RM RM
Building
in
progress
RM
Plant,
machinery,
tools and
equipment
RM
Motor
vehicles
RM
Office
equipment,
furniture
and fittings
RM
Renovation
RM
Total
RM
At cost
1 May 2012
Additions
Written off
Disposals
20,720,756
-22,143,842
589,215
4,208,404
1,017,997
149,156,451
2,930,549
(434,139)
(25,115)
2,043,900
4,016,355
861,530
(28,100)
2,299
1,039,681
-

202,292,007
6,438,972
(462,239)
(25,115)
30 April 2013 20,720,756 22,733,057 5,226,401 151,627,746 2,043,900 4,849,785 1,
041,980 208,243,625
Accumulated depreciation
1 May 2012
Charge for the year
Written off
Disposals
2,912,426
959,155
758,080
253,257
75,728,790
7,503,555
(434,032)
(25,111)
1,836,982
83,986
3,005,355
248,189
(28,088)
2,299
74,033
-84,243,932
9,122,175
(462,120)
(25,111)
30 April 2013 3,871,581 1,011,337 -82,773,202 1,920,968 3,225,456 76,332 92,878,
876
Carrying Amount
30 April 2013 16,849,175 21,721,720 5,226,401 68,854,544 122,932 1,624,329 965,6
48 115,364,749
80

NOTES TO FINANCIAL STATEMENTS (Continued)


3 PROPERTY, PLANT AND EQUIPMENT (Continued)
Group
2012
Buildings
and
improvements
RM
Long term
Leasehold
land
RM
Building
in
progress
RM
Plant,
machinery,
tools and
equipment
RM
Motor
vehicles
RM
Office
equipment,
furniture
and fittings
RM
Renovation
RM
Total
RM
At cost/Valuation
1 May 2011
At cost
At valuation
20,720,756
18,648,000
2,762,302
143,594,815
2,043,900
4,047,812
2,299
152,451,12839,368,756
As previously stated
Transfer from leasehold land
use rights
20,720,756
18,648,000

1,379,907
2,762,302
143,594,815
2,043,900
4,047,812
2,299
191,819,884
1,379,907
1 May 2011 (As restated)
Additions
Written off
Disposals
20,720,756
20,027,907
2,115,935
2,762,302
1,446,102
143,594,815
6,061,329
(464,693)
(35,000)
2,043,900
4,047,812
79,965
(102,922)
(8,500)
2,299
193,199,791
9,703,331
(567,615)
(43,500)
30 April 2012 20,720,756 22,143,842 4,208,404 149,156,451 2,043,900 4,016,355 2,
299 202,292,007
Representing:
At cost
At valuation
20,720,756
22,143,842
4,208,404
-

149,156,451
2,043,900
4,016,355
2,299
202,292,00720,720,756 22,143,842 4,208,404 149,156,451 2,043,900 4,016,355 2,299 202,292,00
7
Accumulated depreciation
1 May 2011
Transfer from leasehold land
use rights
1,221,044
254,953
162,530
69,271,589
1,725,437
2,871,152
1,957
75,346,132
162,530
1 May 2011 (As restated)
Charge for the year (Restated)
Written off
Disposals
1,221,044
1,691,382
417,483
340,597
69,271,589
6,949,595
(464,686)
(27,708)
1,725,437
111,545
2,871,152
242,354
(102,909)
(5,242)
1,957

342
75,508,662
9,335,815
(567,595)
(32,950)
30 April 2012 2,912,426 758,080 -75,728,790 1,836,982 3,005,355 2,299 84,243,932
Carrying Amount
30 April 2012 17,808,330 21,385,762 4,208,404 73,427,661 206,918 1,011,000 -118,
048,075
Negative pledges for RM10 million (2012: RM10 million) over all movable and immo
vable property, plant and
equipment are given to a local bank to secure banking facilities extended to a s
ubsidiary as disclosed in Note 25.
Property, plant and equipment are depreciated on a straight line method over the
ir estimated useful lives as
specified under note 2.2(b). Any changes in the expected level of usage and tech
nological developments could
impact the economic useful lives and the residual values of these property, plan
t and equipment; therefore future
depreciation charges could be re-estimated and revised.
81

NOTES TO FINANCIAL STATEMENTS (Continued)


4 INVESTMENT PROPERTIES
Group
2013 2012
RM RM
Cost Model
At 1 May 17,627,833 17,627,833
Additions At 30 April 17,627,833 17,627,833
Accumulated depreciation/impairment
At 1 May
- Accumulated depreciation 2,575,746 2,363,363
- Accumulated impairment 1,099,246 1,099,246
3,674,992 3,462,609
Charge for the year (Note 20) 213,790 212,383
3,888,782 3,674,992
At 30 April
- Accumulated depreciation 2,789,536 2,575,746
- Accumulated impairment 1,099,246 1,099,246
3,888,782 3,674,992
Carrying amount
At 30 April 13,739,051 13,952,841
The Group has developed certain criteria based on MFRS 140 in making judgement w
hether
a property qualifies as an investment property. Investment property is a propert
y held to earn
rentals or for capital appreciation or both. In making judgement, the Group cons
iders
whether a property generates cash flows largely independently of other assets he
ld by the
Group. Owner occupied properties generate cash flows that are attributable not o
nly to the
properties, but also to other assets used in the production and supply of goods
and services.
Judgement is made on an individual property basis to determine whether ancillary
services
are so significant that a property does not qualify as investment property.
The estimated fair value of the investment properties as at 30 April 2013 is app
roximately
RM17,800,000 (2012: RM14,600,000). The fair value for the year was obtained from
observable
market information, determined by reference to similiar industrial land and prop

erties which have


been offered for sale.
82

NOTES TO FINANCIAL STATEMENTS (Continued)


5 LEASEHOLD LAND USE RIGHTS
2013
RM
Group
2012
RM
At 1 May - As previously stated
Transfer to property, plant and equipment
1,500,000
2,879,907
(1,379,907)
At 1 May - As restated
Additions
At 30 April
1,500,000
1,500,000
1,500,000
1,500,000
Accumulated amortisation
At 1 May - As previously stated
Transfer to property, plant and equipment
269,230
316,375
(162,530)
At 1 May - As restated
Charge for the year (Note 20)
269,230
115,385
153,845
115,385
At 30 April 384,615 269,230
Carrying Amount
At 30 April 1,115,385 1,230,770
Analysed as:
- unexpired period less than 50 years 1,115,385 1,230,770
6 AVAILABLE-FOR-SALE INVESTMENTS
Group
2013 2012
RM RM
Shares in corporation:
Quoted in Malaysia 4,128,169 2,834,298
Unquoted in Malaysia 1,000 1,000
Carrying Amount 4,129,169 2,835,298
Company
2013 2012
RM RM
4,128,169 2,834,298
-4,128,169 2,834,298
Fair value of quoted
investments 4,128,169 2,834,298 4,128,169 2,834,298
83

NOTES TO FINANCIAL STATEMENTS (Continued)


7
INVENTORIES
Group
2013 2012
At Cost RM RM
Finished goods 6,547,823 6,101,655
Work in progress 966,013 987,104
Raw materials 6,514,164 5,783,223
Packaging materials 5,865,955 4,349,381
19,893,955 17,221,363
8 TRADE RECEIVABLES, OTHER RECEIVABLES AND DEPOSITS
The Group's trading terms with its customers are mainly on credit. The credit te
rm is generally
for a period of 30 to 90 days (2012: 30 to 90 days) and are non-interest bearing
. They are
recognised at their original invoice amounts which represent their fair values o
n initial
recognition.
Past due trade receivables
The Group s past due trade receivables are as follows:
Group
2013 2012
RM RM
1 -30 days past due but not impaired 199,025 89,778
31 60 days past due but not impaired 11,891 2,377
61 90 days past due but not impaired 12,122 31,543
91 -120 days past due but not impaired 4,630 7,082
More than 121 days past due but not impaired 1,965 146
Total 229,633 130,926
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM229,633 (2012: RM130,926) that ar
e past
due at the reporting date but not impaired.
The Group seeks to maintain strict control over its outstanding receivables and
overdue
balances are reviewed regularly by senior management to minimise credit risk. Th
e Group has
not provided for impairment loss on these trade receivable accounts that are pas
t due as there
has not been a significant change in credit quality and the amounts are still co
nsidered
recoverable.
84

NOTES TO FINANCIAL STATEMENTS (Continued)


8
TRADE RECEIVABLES, OTHER RECEIVABLES AND DEPOSITS (Continued)
Other receivables and deposits consist of: Group Company
2013 2012 2013 2012
RM RM RM RM
Other receivables 109,856 97,251 1,350 1,350
Deposits 4,583,016 2,388,017 2,150 2,150
Interest receivable from short
term deposits 151,576 43,353 148,724 40,591
4,844,448 2,528,621 152,224 44,091
Included in deposits for the Group is an amount of RM4,377,386 (2012: RM1,605,12
2) being deposit
paid for acquisition of plant and machinery.
9
CASH AND CASH EQUIVALENTS
Group Company
2013 2012 2013 2012
RM RM RM RM
Short-term deposits placed
with licensed
- commercial banks 40,430,487 35,699,717 35,669,442 33,169,597
- investment banks 4,710,693 6,230,172
-45,141,180
41,929,889 35,669,442 33,169,597
Cash and bank
balances 19,721,721 14,661,173 21,851 210,964
64,862,901 56,591,062 35,691,293 33,380,561
10
SHARE CAPITAL
2013 2012
Ordinary shares of RM1 each RM RM
AUTHORISED
As at 1 May / 30 April
100,000,000 shares (2012: 100,000,000 shares) 100,000,000 100,000,000
ISSUED AND FULLY PAID UP
As at 1 May / 30 April
80,000,000 shares (2012: 80,000,000 shares) 80,000,000 80,000,000
85

NOTES TO FINANCIAL STATEMENTS (Continued)


11 RESERVES
Group Company
2013 2012 2013 2012
RM RM RM RM
Non-distributable:
Share premium 4,325,454 4,325,454 4,325,454 4,325,454
Fair value adjustment
198,690 312,980 198,690 312,980
reserve
4,524,144 4,638,434 4,524,144 4,638,434
Distributable:
Retained profits 145,658,616 129,575,471 24,880,110 21,272,679
150,182,760 134,213,905 29,404,254 25,911,113
Movements of reserves are shown in the Statements of Changes in Equity.
(i) Fair Value Reserve
Fair value reserve represents the cumulative fair value changes of available-for
-sale
investments until they are disposed or impaired.
(ii) Retained Profits
As at 30 April 2013, the Company has elected for the single tier tax system. Hen
ce, the
Company may distribute dividends out of its entire retained profits as at 30 Apr
il 2013 under
the single tier system.
(iii) Share Premium
Share premium represents the excess of the consideration received over the nomin
al value
of share issued by the Company. It is not to be distributed by way of cash divid
ends and its
utilisation shall be in the method set out in Section 60 (3) of the Companies Ac
t, 1965 in
Malaysia.
86

NOTES TO FINANCIAL STATEMENTS (Continued)


12 RETIREMENT BENEFITS OBLIGATIONS
The Group operates an unfunded defined benefits retirement plan for its eligible
employees
and Directors. Under the plan, employees and executive Directors with a minimum
period of
five years services with the Group are entitled to retirement benefits based on
last drawn
final salary and length of service on attainment of the retirement age of 55 and
60
respectively.
The amount recognised in the statements of financial position represents the pre
sent value
of the unfunded defined benefit obligations, analysed as follows:
2013 2012
Group RM RM
At 1 May 1,463,420 1,374,911
Recognised in profit or loss 194,034 160,992
Payments during the financial year (39,653) (72,483)
At 30 April
1,617,801 1,463,420
Analysed:
Current liabilities 84,600 51,673
Non current liabilities: 1,533,201 1,411,747
1,617,801 1,463,420
(a) The amounts recognised in the profit or loss is as follows:
2013 2012
RM RM
Current year service cost 63,869 70,776
Interest cost
130,165 90,216
194,034 160,992
(b) Principal actuarial assumptions used:
2013 2012
% %
Discount rate 5.0 5.0
Expected rate of salary increases 5.5 5.5
87

NOTES TO FINANCIAL STATEMENTS (Continued)


13
DEFERRED TAX
Group Company
2013 2012 2013 2012
RM RM RM RM
At 1 May 15,890,440 15,941,172 (35,700) (36,000)
Recognised in profit or
loss (Note 22) (269,281) (50,732) 22,960 300
At 30 April 15,621,159 15,890,440 (12,740) (35,700)
Deferred tax assets and liabilities are offset when there is legally enforceable
right to set off
current tax assets against current tax liabilities and when the deferred tax rel
ate to the same tax
authority. The following amounts, determined after appropriate offsetting, are s
hown in the
statements of financial position:
Group Company
2013 2012 2013 2012
RM RM RM RM
Deferred tax liabilities 15,709,259 15,983,840 37,130 10,100
Deferred tax assets (88,100) (93,400) (49,870) (45,800)
At 30 April 15,621,159 15,890,440 (12,740) (35,700)
The components and movements of deferred tax liabilities and assets:
Deferred Tax Liabilities of the Group:
Recognised
At In profit or At
Group 1 May 2012 loss 30 April 2013
2013 RM RM RM
Property, plant and equipment 16,492,840 (250,297) 16,242,543
Others 10,100 27,030 37,130
16,502,940 (223,267) 16,279,673
Offsetting (570,414)
After offsetting 15,709,259
88

NOTES TO FINANCIAL STATEMENTS (Continued)


13 DEFERRED TAX (Continued)
Deferred Tax Assets of the Group
Group
2013
At 1 May 2012
Recognised in profit or loss
At 30 April 2013
Offsetting
After offsetting
Provisions
RM
(581,000)
(28,104)
(609,104)
570,414
(38,690)
Property,
plant and
equipment
RM
(31,500)
(17,910)
(49,410)
(49,410)
Total
RM
(612,500)
(46,014)
(658,514)
570,414
(88,100)
Deferred Tax Liabilities of the Group:
Group
2012
Property, plant and equipment
Others
At
1 May 2011
RM
16,728,965
2,000
16,730,965
Recognised
In profit or
loss
RM
(236,125)
8,100
(228,025)
Offsetting
After offsetting
At
30 April 2012
RM
16,492,840
10,100

16,502,940
(519,100)
15,983,840
Deferred Tax Assets of the Group
Group
2012
At 1 May 2011
Recognised in profit or loss
At 30 April 2012
Offsetting
After offsetting
Provisions
RM
(789,793)
208,793
(581,000)
519,100
(61,900)
Property,
plant and
equipment
RM
(31,500)
(31,500)
(31,500)
Total
RM
(789,793)
177,293
(612,500)
519,100
(93,400)
89
89

NOTES TO FINANCIAL STATEMENTS (Continued)


13 DEFERRED TAX (Continued)
The following are the movements of deferred tax assets and liabilities during th
e financial
year prior to offsetting are as follows:
Deferred Tax Liabilities of the Company:
Company Others
2013 RM
At 1 May 2012 10,100
Recognised in profit or loss 27,030
At 30 April 2013 37,130
Deferred Tax Assets of the Company:
Company Provisions
2013 RM
At 1 May 2012 (45,800)
Recognised in profit or loss (4,070)
At 30 April 2013 (49,870)
Deferred Tax Liabilities of the Company:
Company Others
2012 RM
At 1 May 2011 2,000
Recognised in profit or loss 8,100
At 30 April 2012 10,100
Deferred Tax Assets of the Company:
Company Provisions
2012 RM
At 1 May 2011 (38,000)
Recognised in profit or loss (7,800)
At 30 April 2012 (45,800)
90

NOTES TO FINANCIAL STATEMENTS (Continued)


14 TRADE PAYABLES, OTHER PAYABLES AND ACCRUALS
Trade payables are non-interest bearing and are normally settled on from 7 to 60
days
terms (2012: 7 to 60 days).
Other payables and accruals consist of: Group Company
2013 2012 2013 2012
RM RM RM RM
Other payables 622,849 553,245 -Accruals
3,445,070 2,993,966 427,032 430,900
Deposit received 130,500 47,500 4,198,419 3,594,711 427,032 430,900
15 INVESTMENTS IN SUBSIDIARIES
2013 2012
Company RM RM
Unquoted shares, at cost
39,378,234 39,378,234
Details of the wholly-owned subsidiaries (all incorporated in Malaysia) are:
Name of Company
Principal Activities
Apollo Food Industries (M) Sdn Bhd
Manufacture of and trading in compound
chocolates and chocolate confectionery
products and cakes.
Hap Huat Food Industries Sdn Bhd
Distribution and marketing of compound
chocolates and chocolate confectionery
products and cakes.
91

NOTES TO FINANCIAL STATEMENTS (Continued)


16
AMOUNT DUE FROM SUBSIDIARIES
The amount due from subsidiaries are non-trade, unsecured, interest free, repaya
ble on
demand and to be settled in cash.
17 DIVIDEND
Amount of
dividend
2013 2012
RM RM
Recognised and paid during the financial year
Dividend paid on ordinary shares:
-Final (single-tier) dividend for 2011:
20 sen per share -16,000,000
-Final (single-tier) dividend for 2012:
20 sen per share 16,000,000
16,000,000 16,000,000
Proposed but not recognised as a liability as at 30 April:
-Final (single-tier) dividend for 2013:
25 sen per share 20,000,000 Final (single-tier) dividend for 2012:
20 sen per share -16,000,000
20,000,000 16,000,000
The Directors have proposed a single tier final dividend of 25 sen per ordinary
share amounting
to RM20,000,000 in respect of the current financial year. The proposed final div
idend is subject
to approval by the shareholders at the forthcoming Annual General Meeting of the
Company and
has not been included as a liability in the financial statements.
18 REVENUE
Group Company
2013 2012 2013 2012
RM RM RM RM
Sales of goods, net of
discounts, returns and sales
tax 222,745,970 200,548,462 -Dividends received from
subsidiaries --19,200,016 13,500,010
Management fees received
from subsidiaries --240,000 240,000
222,745,970 200,548,462 19,440,016 13,740,010

92

NOTES TO FINANCIAL STATEMENTS (Continued)


19 COST OF SALES
Cost of sales represents cost of inventories sold.
20 PROFIT BEFORE TAX
Group
2013 2012
RM RM
This is stated after charging/(crediting):
Employment benefits
-Wages and salaries 16,195,726 15,148,882
-Pension costs :
-defined contribution plans 1,192,889 1,148,022
-Social security costs 166,330 168,746
-Retirement benefits 164,478 116,916
- Short-term accumulating
compensated absences 43,921 7,140
Property, plant and equipment:
-Depreciation 9,122,175 9,335,815
-Written off 119 20
Company
2013 2012
RM RM
248,761 236,610
28,570 26,328
2,478 2,477
-----(Gain)/loss on disposal of
property, plant and
equipment
Amortisation of leasehold land
use rights
Investment properties:
-Depreciation
Directors remuneration
[representing key
management personnel]
(Note 21)
Foreign exchange differences:
-Realised
-Unrealised
Rental of premises
Bad debts written off
(7,496)
115,385
213,790
6,042,5481,805,948
(329,344)
40,800
2,353
7,550
115,385
212,383
5,384,666
(42,343)
(121,152)

22,700
35,945
244,250-281,000
340
93

NOTES TO FINANCIAL STATEMENTS (Continued)


20 PROFIT BEFORE TAX (Continued)
Group
2013 2012
Company
2013 2012
RM RM RM RM
This is stated after charging/(crediting):
Auditors remuneration
-statutory audit
current provision
-other services
Direct operating expenses
arising from investment
properties:
-that generated rental
income
-that did not generate
rental income
70,000
18,500
20,887
16,793
62,500
18,100
20,981
16,829
18,000
5,300
15,000
6,200
Inventories written off 202,793 219,398 -Interest income
Bad debts recovered
(1,676,110)
(1,579,998)
(3,719)
(988,342)
(934,914)
Rental income from
investment properties
Gain on disposal of availablefor-sale investments
Gross dividends income:
(164,400)
(314,400)
(214,424)
-

(214,424)
-Quoted Malaysian shares
-Unquoted Malaysian shares
-subsidiaries
-others
(158,141)
(525)
(106,446)
(435)
(158,141)
(19,200,016)
(106,446)
(13,500,010)
94

NOTES TO FINANCIAL STATEMENTS (Continued)


21
DIRECTORS

REMUNERATION

The members of key management personnel of the Group and of the Company comprise
the
Executive Directors and Directors of subsidiary companies. Key management person
nel are
defined as those persons having authority and responsibility for planning, direc
ting, and
controlling the activities of the Group and of the Company whether directly or i
ndirectly. Details
on the compensation for these key management personnel are disclosed as follows:
Group Company
2013 2012 2013 2012
RM RM RM RM
Directors of the Company
Executive:
-Fees 66,000 74,000 66,000 74,000
-Salaries, bonus and
3,982,496 3,487,089 10,500 10,500
allowances
-Other short-term
159,258 155,757 employee benefits
-Retirement benefits 20,039 27,516 -Pension costs:
-defined contribution
plans 484,528 440,610
4,712,321 4,184,972 76,500 84,500
Non-executive:
-Fees 124,000 140,000 124,000 140,000
-Provision for gratuities 16,000 32,000 16,000 32,000
-Allowances 27,750 24,500 27,750 24,500
167,750 196,500 167,750 196,500
Director of Subsidiary
-Fee 13,000 17,000 -Salary, bonus and
995,479 845,431 -

allowance
-Other short-term
24,677 21,456 employee benefits
-Retirement benefits 9,517 16,560 -Pension costs:
-defined contribution
plans 119,804 102,747
1,162,477 1,003,194 Total 6,042,548 5,384,666 244,250 281,000
95

NOTES TO FINANCIAL STATEMENTS (Continued)


21 DIRECTORS

REMUNERATION (Continued)

The number of Directors of the Company whose total remuneration during the year
fall within the
following bands is as follows:
Number of Directors
2013 2012
Executive Directors:
RM1,350,001 RM1,400,000 -1
RM1,500,001 RM1,550,000 1RM2,950,001
RM3,000,000 -1
RM3,200,001
RM3,250,000 1
Non-Executive Directors:
RM50,001 RM100,000 -1
Below RM50,000 4 3
22 INCOME TAX EXPENSE
Group Company
2013 2012 2013 2012
RM RM RM RM
Income tax:
Current year 10,711,438 6,854,468 252,726 300,920
(Over)/under provision in
prior years (75,766) 49,123 -77,035
10,635,672 6,903,591 252,726 377,955
Deferred tax: (Note 13)
Relating to origination and
reversal of temporary
differences (269,281) 360,517 22,960 (6,158)
(Over)/under provision in
prior years (411,249) -6,458
(269,281) (50,732) 22,960 300
Total 10,366,391 6,852,859 275,686 378,255
96

NOTES TO FINANCIAL STATEMENTS (Continued)


INCOME TAX EXPENSE (Continued)
Current income tax is calculated at the statutory tax rate of 25% (2012: 25%) of
the estimated
assessable profit for the year.
A reconciliation of income tax expense applicable to profit before tax at the st
atutory income tax
rate to income tax expense at the effective income tax rate of the Group and of
the Company is as
follows:
Group Company
2013 2012 2013 2012
RM RM RM RM
Profit before tax 42,449,536 28,597,164 19,883,117 14,271,550
Taxation at Malaysian
statutory tax rate of 25%
(2012: 25%) 10,612,384 7,149,291 4,970,779 3,567,888
Tax effect of :
Non-deductible expenses 339,360 777,869 116,201 116,053
Income not subject to tax (70,849) (64,828) (4,811,294) (3,389,179)
(Over)/under provision of
income tax expense in
prior years (75,766) 49,123 -77,035
(Over)/under provision of
deferred tax in prior years -(411,249) -6,458
Tax incentives (438,738) (647,347) Income tax expense for the
year 10,366,391 6,852,859 275,686 378,255
Significant judgement is made in determining the qualifying costs and non qualif
ying costs of the
capital expenditure and deductibility of certain expenses during the estimation
of current year s
tax expense. These are transactions, accounts classifications and computations f
or which the
ultimate tax determination is highly judgemental. When the final tax outcome of
these matters is
different from the amounts that were previously estimated and recognised, such d
ifferences will
pose an impact on the tax expense and deferred tax in the year in which they are
finalised.
97

NOTES TO FINANCIAL STATEMENTS (Continued)


23 EARNINGS PER SHARE
The earnings per share is calculated by dividing profit for the year attributabl
e to owners of
the parent by the weighted average number of ordinary shares in issue during the
financial
year.
Group 2013 2012
Profit attributable to owners of the parent (RM) 32,083,145 21,744,305
Weighted average number of ordinary shares in issue 80,000,000 80,000,000
Basic earnings per share (sen) 40.10 27.18
Diluted earnings per share is not presented as there were no potential dilutive
ordinary
shares.
24 HOLDING COMPANY
The holding company is Keynote Capital Sdn Bhd, a company incorporated in Malays
ia,
which is also regarded by the Directors as the ultimate holding company.
25 BANKING FACILITIES (Secured)
A subsidiary was extended the following banking facilities by a local bank:
2013 2012
RM RM
Trade credit facilities 8,000,000 8,000,000
The above facilities are secured by negative pledges over all movable and immova
ble
properties, plant and equipment of a subsidiary and guaranteed by the Company.
The trade credit facilities of the Group bears interest at 1% (2012: 1%) above t
he bank s
base lending rate per annum. The trade credit facilities were not utilised as at
the reporting
date.
26 CONTINGENT LIABILITIES
The Company has given corporate guarantee to a bank for bank guarantee and banki
ng
facilities extended to a subsidiary. None of the banking facilities were utilise
d as at the
reporting date and the outstanding bank guarantee as at the reporting date is RM
693,750
(2012: RM883,750).
The value of financial guarantees provided by the Company to its subsidiary is d
etermined
by reference to the difference in the interest rates, by comparing the actual ra

tes charged by
the bank if these guarantees have not been available. The Directors have assesse
d the fair
value of these financial guarantees to have no material financial impact on the
results and
the retained profits of the Company.
98

NOTES TO FINANCIAL STATEMENTS (Continued)


27 CAPITAL COMMITMENTS
Commitments for capital expenditure:
2013 2012
Group RM RM
Authorised and contracted 1,303,538 3,198,494
Authorised and not contracted -2,897,061
1,303,538 6,095,555
Analysed as follows:
-Plant and machinery 667,636 5,309,653
-Building work in progress 635,902 785,902
1,303,538 6,095,555
28 RELATED PARTY DISCLOSURES
For the purposes of these financial statements, parties are considered to be rel
ated to the
Group or the Company if the Group or the Company has the ability directly or ind
irectly, to
control the party or exercise significant influence over the party in making fin
ancial and
operating decisions, or vice versa, or where the Group or the Company and the pa
rty are
subject to common control or common significant influence. Related parties may b
e
individual or other entities.
Significant transactions with related parties other than those disclosed elsewhe
re in the
financial statements are as follows:
Company
2013 2012
RM RM
Subsidiaries
Management fees received 240,000 240,000
Dividend income 19,200,016 13,500,010
The Group does not have any other significant transactions with key management p
ersonnel
other than as disclosed in Note 21.
99

NOTES TO FINANCIAL STATEMENTS (Continued)


29 SEGMENTAL REPORTING
(i)
Segment information is presented in respect of the Group s geographical segments.
The
primary format of geographical segments is based on the Group s management and
internal reporting structures. The Group s business segment, as the Group is prima
rily
engaged in the manufacture of and trading in compound chocolate confectionery
products and cakes.
Management monitors the operating results of its geographical segments separatel
y for
the purpose of making decisions about resource allocation and performance assess
ment.
Segment results and assets include items directly attributable to a segment as w
ell as
those that can be allocated at a reasonable basis.
(ii)
The Directors are of the opinion that all inter-segment transactions have been e
ntered
into the normal course of business and have been established on market terms and
conditions.
(iii) Geographical segments
The Group is organised into two geographical segments as follows:
(a)
Local
(b)
Export
The segment information for the reportable segments is as follows:
Net revenue by geographical segments
Group
2013 2012
RM RM
Export 212,088,015 190,347,015
Local 115,328,269 107,544,493
Less: Inter-segment revenue (104,670,314) (97,343,046)
Total consolidated revenue
222,745,970 200,548,462
Included in export revenue is an amount of RM 54,187,030 (2012: RM37,242,932)
pertaining to an external group of companies with common control.
100

NOTES TO FINANCIAL STATEMENTS (Continued)


SEGMENTAL REPORTING (Continued)
(iii) Geographical segments
Segment results by geographical segments and reconciliation to consolidated prof
it after
tax:
Group
2013 2012
RM RM
Export 34,752,307 21,043,984
Local 5,735,334 5,406,577
Total for reportable segments 40,487,641 26,450,561
Other income 2,665,277 2,870,847
Unallocated corporate expenses (703,382) (724,244)
Total consolidated profit before tax 42,449,536 28,597,164
Income tax (10,366,391) (6,852,859)
Total consolidated profit for the year 32,083,145 21,744,305
Segment results is arrived after charging/(crediting) the following material ite
ms:
Depreciation Foreign
and Interest Rental Exchange
amortisation income income Differences
Group-2013 RM RM RM RM
Export 9,223,227 (610,606) (14,400) 1,476,604
Local 228,123 (77,162) (150,000)
Total for reportable segments 9,451,350 (687,768) (164,400) 1,476,604
Unallocated corporate income -(988,342) Total consolidated 9,451,350 (1,676,110) (164,400) 1,476,604
Group-2012 RM RM RM RM
Export 9,411,467 (568,453) (14,400) (163,495)
Local 252,116 (76,631) (300,000)
Total for reportable segments 9,663,583 (645,084) (314,400) (163,495)
Unallocated corporate income -(934,914) Total consolidated 9,663,583 (1,579,998) (314,400) (163,495)
101

NOTES TO FINANCIAL STATEMENTS (Continued)


29 SEGMENTAL REPORTING (Continued)
(iii) Geographical segments
Total assets for reportable segments are reconciled to the total assets as follo
ws:
Total assets
2013 2012
RM RM
Export 148,767,801 144,382,638
Local 19,141,610 18,339,224
167,909,411 162,721,862
Total assets for reportable segments 167,909,411 162,721,862
Unallocated corporate assets 88,363,505 76,499,380
Total consolidated 256,272,916 239,221,242
Total liabilities for reportable segments are reconciled to the total liabilitie
s as follows:
Total liabilities
2013 2012
RM RM
Export 7,893,257 8,011,989
Local 417,158 318,561
8,310,415 8,330,550
Total liabilities for reportable segments 8,310,415 8,330,550
Unallocated corporate liabilities 17,779,741 16,676,787
Total consolidated 26,090,156 25,007,337
Non current assets include the following additions as follows:
Purchase of
property, plant
and equipment
Group-2013 RM
Export 6,438,972
Local
Total consolidated 6,438,972
Group-2012 RM
Export 9,703,331
Local

Total consolidated 9,703,331


102

NOTES TO FINANCIAL STATEMENTS (Continued)


30 FINANCIAL INSTRUMENTS
Financial Risk Management Objectives and Policies
The Group and the Company are exposed to financial risks arising from their oper
ations and
the use of financial instruments. The key financial risks include credit risk, l
iquidity risk,
interest rate risk and market price risk.
The Board of Directors reviews and agrees on policies and procedures for the man
agement
of these risks. The Audit Committee provides independent oversight to the effect
iveness of
the risk management process.
The following sections provide details regarding the Group's and the Company's e
xposure to
the abovementioned financial risks and the objectives, policies and processes fo
r the
management of these risks.
Credit Risk
Credit risk is the risk of loss that may arise on outstanding financial instrume
nts should a
counterparty default on its obligations. At the reporting date, the Group s and th
e Company s
exposure to credit risk arises primarily from trade and other receivables. For o
ther financial
assets (including investments in equity instruments and cash and bank balances),
the Group
and the Company minimise credit risk by dealing exclusively with high credit rat
ing
counterparties.
Credit risk, or the risk of counterparties defaulting, is controlled by the appl
ication of credit
approvals, limits and monitoring procedures. Credit evaluations are performed on
customers
requiring credit exceeding a certain amount and by limiting the Group s business
associations to parties with high credit worthiness. Trade receivables are monit
ored on an
ongoing basis to ensure that the Group is exposed to minimal credit risk.
Exposure to credit risk
At the reporting date, the Group's and the Company's maximum exposure to credit
risk is
represented by the carrying amount of each class of financial assets recognised
in the
statements of financial position.
Credit risk concentration profile
Approximately 24% (2012: 12%) of the Group s trade and other receivables were due
from a

customer.
103

NOTES TO FINANCIAL STATEMENTS (Continued)


30
FINANCIAL INSTRUMENTS (Continued)
Credit Risk (Continued)
Financial assets that are neither past due nor impaired

Financial assets that are either past due or impaired


There is no other class of financial assets that is past due and/or impaired exc
ept for trade
receivables which are disclosed in Note 8.
Foreign Exchange Risk
The Group is exposed to foreign exchange risk as a result of the foreign currenc
y
denominated transactions entered into by a subsidiary during the course of busin
ess. The
foreign exchange exposures are monitored on an ongoing basis and kept to an acce
ptable
level.
The currency exposure of the financial assets of the Group is as follows:
Currency exposure
at 30.4.2013
Currency exposure
at 30.4.2012
US Dollar
Singapore
Dollar US Dollar
Singapore
Dollar
Functional currency
-Ringgit Malaysia
RM RM RM RM
- Cash at banks 13,028,849 -8,063,831 - Trade receivables 10,587,072 19,817 6,328,158 11,210
23,615,921 19,817 14,391,989 11,210

NOTES TO FINANCIAL STATEMENTS (Continued)


30 FINANCIAL INSTRUMENTS (Continued)
Foreign Exchange Risk (Continued)
Sensitivity analysis of foreign exchange rate changes
2013 2012
RM/United States Dollar (USD) exchange rate +/- 2.00% +/- 5.00%
Impact on profit net of tax (RM) +/-354,400 +/-539,700
RM/Singapore Dollar (SGD) exchange rate +/- 2.00% +/- 5.00%
Impact on profit net of tax (RM)
+/-300 +/-420
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of the G
roup's and the
Company's financial instruments will fluctuate because of changes in market inte
rest rates.
The Group s and the Company s exposure to market risk for changes in interest rates
is
related primarily to the Group s and the Company s cash deposits placed with license
d
commercial banks and investment banks and the Group and the Company had no inter
est
bearing debts at the reporting date.
The Group s and the Company s income and operating cash flows are substantially
independent of changes in market interest rate. The investment in financial asse
ts are
mainly short-term in nature and are not held for speculative purposes but are pl
aced in fixed
deposits and money market funds.
The exposure of financial assets of the Group and the Company to interest rate r
isk is as
follows:
Effective
interest rate
Group Company At the
RM RM reporting date
Financial assets
Short term deposits with licensed
commercial banks and investment
banks (maturity within 1 year)
45,141,180 35,669,442 2.70% -3.45%

105

NOTES TO FINANCIAL STATEMENTS (Continued)


30 FINANCIAL INSTRUMENTS (Continued)
Interest Rate Risk (Continued)
Sensitivity analysis for interest rate risk
At the reporting date, if interest rates had been 15 basis points higher/lower,
with all other
variables held constant, the Group's and the Company's profit net of tax would h
ave been
RM48,601 and RM40,128 higher/lower respectively, arising mainly as a result of
higher/lower interest income from placements of fund in short term deposits and
fixed
deposits.
Liquidity and Cash Flow Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting f
inancial obligations
due to shortage of funds. The Group s exposure to liquidity risk arises primarily
from
mismatches of the maturities of financial assets and liabilities.
The Group actively manages its debt maturity profile, operating cash flows and t
he
availability of funding so as to ensure that all commitments and funding needs a
re met.
As part of its overall prudent liquidity management, it is the Group policy to e
nsure its future
cash obligations by forecasting its cash commitments and maintaining sufficient
level of
cash and cash equivalents to meet its working capital requirements.
The table below summarises the maturity profile of the Group s liabilities at the
reporting
date based on contractual undiscounted repayment obligations.
Group
2013 2012
RM RM
Trade and other payables

On demand or within 1

year
3,544,076 4,256,564
Market Risk
Market price risk is the risk that the fair value or future cash flows of the Gr
oup s financial
instruments will fluctuate because of changes in market prices (other than inter
est or
exchange rates).

106

NOTES TO FINANCIAL STATEMENTS (Continued)


30 FINANCIAL INSTRUMENTS (Continued)
Market Risk (Continued)
The Group and Company is exposed to equity securities price risk arising from in
vestments
in quoted equity comprising mainly quoted shares listed on Bursa Malaysia Securi
ties
Berhad held by the Group and Company that are classified as available-for-sale
investments. The risk of loss in value is minimised by performing proper investm
ent decision
and continuously monitoring the performance of investments held and assessing ma
rket risk
relevant to which the investment operate. The Group and the Company manage the
investment with a view to optimising returns on realisation. The management cons
iders that
the changes in the Bursa Malaysia equity index will not have any material impact
on the
Group s and Company s fair value adjustment reserve.
Fair Values
The carrying amounts of cash and cash equivalents, trade and other receivables/p
ayables
approximate fair values due to the relatively short term maturity of these finan
cial
instruments.
Fair Value Hierarchy
The fair value of quoted investments is based on Level 1 valuation, that is, bas
ed on the
quoted prices in active markets for identical assets and liabilities.
31 CAPITAL MANAGEMENT
The Group s objectives of managing capital are to safeguard the Group s ability to c
ontinue
in operations as a going concern in order to provide fair returns for shareholde
rs and
benefits for other stakeholders and to maintain an optimal capital structure to
reduce the
cost of capital. In order to maintain the optimal capital structure, the Group m
ay, from time to
time, adjust the dividend payout to shareholders, return capital to shareholders
and issue
new shares, where necessary. For capital management purposes, the Group consider
s
shareholders equity and total liabilities to be the key components in the Group s c
apital
structure. The Group monitors capital on the basis of the gearing ratio. The rat
io is
calculated as the total liabilities to total equity. Total equity is the sum of
total equity
attributable to shareholders.
The gearing ratio as at 30 April 2013 and 2012, which are within the Group s objec

tives for
capital management, are as follows:
2013 2012
RM RM
Total liabilities
26,090,156 25,007,337
Total equity
230,182,760 214,213,905
Total capital
80,000,000 80,000,000
Gearing ratio
11% 12%
107

NOTES TO FINANCIAL STATEMENTS (Continued)


32
SUPPLEMENTARY INFORMATION
REALISED AND UNREALISED

BREAKDOWN OF RETAINED PROFITS INTO

The breakdown of the retained profits of the Group and of the Company as at 30 A
pril 2013 into
realised and unrealised profits is presented in accordance with the directive is
sued by Bursa
Malaysia Securities Berhad dated 25 March, 2010 and prepared in accordance with
Guidance
on Special Matter No. 1, Determination of Realised and Unrealised Profits or Los
ses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requi
rements, as
issued by the Malaysian Institute of Accountants.
Group Company
2013 2013
RM RM
Total Retained Profits of the Company and its
subsidiaries :
-Realised 196,034,263 24,867,370
-Unrealised (15,747,125) 12,740
180,287,138 24,880,110
Less: Consolidation adjustments
(34,628,522)

Retained profits as per financial statements 145,658,616 24,880,110


The disclosure of realised and unrealised profits/(losses) above is solely for c
ompliance with the
directive issued by the Bursa Malaysia Securities Berhad and should not be used
for any other
purpose.
108

ANALYSIS OF SHAREHOLDINGS
AS AT 2 SEPTEMBER 2013
Statement of shareholdings according to the record of depositors as at 2 Septemb
er 2013
Authorised share capital : RM100,000,000 ordinary shares of RM1-00 each
Issued and fully paid-up capital : RM80,000,000 divided into 80,000,000 shares
Class of shares : Ordinary shares of RM1-00 each
No of shareholders : 2,715
Voting rights : One vote per ordinary share
A) List of Substantial Shareholders
Direct Deemed interest in shares
No. Name Of Shareholders No. of shares % No. of shares %
1.
2.
3.
4.
5.
6.
Keynote Capital Sdn Bhd
Liang Chiang Heng
Liang Kim Poh
Tan Song Cheng
Tan Kok Guan
Amanahraya Trustees Berhad
- Skim Amanah Saham
Bumiputera
41,048,415
220,000
225,000
66,000
16,072,000
51.31
0.28
0.28
0.08
20.09
41,048,415
*1
41,048,415
*1
41,048,415
*1
41,048,415
*1
51.31
51.31
51.31
51.31
Note :

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


B) List of directors

shareholdings in the Company

Direct Deemed interest in shares


No. Name Of Directors No. of shares % No. of shares %
1.
2.
3.
4.
5.
6.
Liang Chiang Heng
Liang Kim Poh
Ng Chet Chiang @ Ng
Chat Choon
Datuk P. Venugopal
A/L V.K. Menon
Abdul Rahim Bin
Bunyamin
Datin Paduka Hjh.
Aminah Binti Hashim
220,000
225,000
20,000
25,000
17,000
0.28
0.28
0.03
0.03
0.02
41,048,415
*1
41,048,415
*1
10,000
*2
51.31
51.31
0.01
Note :
*1 By virtue of their interest in the shares held by Keynote Capital Sdn Bhd
*2 By virtue of the shares held by his spouse
109

ANALYSIS OF SHAREHOLDINGS (Continued)


C) List of 30 largest securities account holders
No. Name
No. of
Shares Held
Percentage
(%)
1. Keynote Capital Sdn Bhd 41,048,415 51.31
2. Amanahraya Trustees Berhad
-Skim Amanah Saham Bumiputera
16,072,000 20.09
3. Yap Ah Fatt 1,330,000 1.66
4. Kam Loong Mining Sdn Bhd 1,220,000 1.53
5. HSBC Nominees (Asing) Sdn Bhd
-Exempt AN for Credit Suisse (SG BR-TST-ASING)
1,028,800 1.29
6. Shoptra Jaya (M) Sdn Bhd 533,200 0.67
7. Foo Khen Ling 388,000 0.49
8. Shoptra Jaya (M) Sdn Bhd 353,800 0.44
9. Citigroup Nominees (Asing) Sdn Bhd
-Exempt AN for Citibank NA, Singapore (JULIUS BAER)
352,500 0.44
10. Denver Corporation Sdn Bhd 310,000 0.39
11. Affin Nominees (Tempatan) Sdn Bhd
-Lion Group Medical Assistance Fund
285,400 0.36
12. Lim Seng Qwee 258,000 0.32
13. DB (Malaysia) Nominee (Tempatan) Sendirian Berhad
- Deutsche Trustees Malaysia Berhad for Hong Leong
Consumer Products Sector Fund
246,500 0.31
14. Liang Kim Poh 225,000 0.28
15. Kam Loong Credit Sdn Bhd 220,000 0.28
16. Liang Chiang Heng 220,000 0.28
17. Lam Ee Lin 160,000 0.20
18. Choy Wee Chiap 154,600 0.19
19. Yeoh Kean Hua 154,000 0.19
20. Yap Kum Ming 143,000 0.18
21. Tan How Kheng 123,000 0.15
22. UOB Kay Hian Nominees (Asing) Sdn Bhd
- Exempt AN for UOB Kay Hian (Hong Kong) Limited-A/C
Clients
118,600 0.15
23. DB (Malaysia) Nominee (Tempatan) Sendirian Berhad
- Deutsche Trustees Malaysia Berhad for Hong Leong Dana
Maa rof
115,300 0.14
24. Sow Tiap 110,000 0.14
25. DB (Malaysia) Nominee (Asing) Sdn Bhd
-Deutsche Bank AG Singapore PBD for Shindo Sumidomo
100,500 0.13
26. ECML Nominees (Tempatan) Sdn Bhd
-Heah Sieu Lay (PCS)
100,000 0.13
27. Eng Sim Leong @ Ng Leong Sing 100,000 0.13
28. Low Mei Lan 100,000 0.13
29. Public Nominees (Tempatan) Sdn Bhd

-Pledged Securities Account for Lim Hock Fatt (E-SS2)


100,000 0.13
30. RHB Nominee (Asing) Sdn Bhd
-Kerry Trade Pte Ltd
100,000 0.13
Total 65,770,615 82.26
110

ANALYSIS OF SHAREHOLDINGS (Continued)


D) Distribution of shareholdings
Holdings No. of
Holders
Total
Holdings
Percentage(%)
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
49
606
1,749
286
23
2
655
515,800
6,579,600
7,633,330
8,150,200
57,120,415
0.00
0.65
8.22
9.54
10.19
71.40
Total 2,715 80,000,000 100.00
111

LIST OF PROPERTIES
AS AT 30 APRIL 2013
Location Existing Use Tenure Approximate Land Area Carrying
Age of (sq.m) Amount At
Building 30 April
(Years) 2013
RM'000
70, Jalan Langkasuka
Larkin Industrial Area
80350 Johor Bahru
58, Jalan Langkasuka
Larkin Industrial Area
80350 Johor Bahru
GM170 Lot
GM100 Lot
Jalan JB
Plentong
81800 Ulu

138 &
139
Kota Tinggi
Tiram, Johor

HS(M) 2718 PTD 120622,


Jalan JB Kota Tinggi
Plentong
81800 Ulu Tiram, Johor
47 & 49, Jalan Saga 14
Taman Desa Cemerlang
81800 Ulu Tiram, Johor
3, 3A & 3B, Jalan Kilang
Larkin Industrial Area
80350 Johor Bahru
4, 4A & 4B, Jalan Petaling
Larkin Industrial Area
80350 Johor Bahru
5, Jalan Kilang
Larkin Industrial Area
80350 Johor Bahru
Johor
Lot 6398, 3 Jalan Asas
Larkin Industrial Area
80350 Johor Bahru
Johor
Balance c/f to next page
Corporate office and
main factory
Factory building
rented out

Vacant land
Vacant land
2 units of
intermediate double
storey terrace house
rented out
Factory building
occupied as second
factory
Factory building
occupied as main
factory
Factory building
occupied as second
factory
Factory building
occupied as main
factory
99 years
leasehold
expiring on
08.08.2109
60 years
leasehold
expiring on
14.01.2024
Freehold
Freehold
Freehold
99 years
leasehold
expiring on
08.08.2109
99 years
leasehold
expiring on
08.08.2109
99 years
leasehold
expiring on
08.08.2109
99 years
leasehold
expiring on
08.08.2109

24 7,762 7,133
22 10,036 2,260
-53,595 8,285
-14,156 2,896
16 327 299
44 8,377 4,483
45 7,661 5,041
46 7,751 3,606
7 11,914 7,396
41,399
112

LIST OF PROPERTIES (Continued) LIST OF PROPERTIES (Continued)


AS AT 30 APRIL 2013
Location Existing Use Tenure Approximate
Age of
Building
(Years)
Land Area
(sq.m)
Carrying
Amount At
30 April
2013
RM'000
Balance b/f from previous
page
HS(D) 15991 TLO 786A
Larkin Industrial Area
80350 Johor Bahru
Johor
Vacant land 99 years
leasehold
expiring on
17.09.2111
6 4,046
41,399
1,713
No. 6, Jalan Petaling,
Larkin Industrial Estate,
80350 Johor Bahru, Johor.
To be occupied as
factory
60 years
leasehold
expiring on
27.03.2022 38 12,140 3,690
No. 1, Jalan Asas, Larkin
Industrial Estate, 80350
Johor Bahru, Jonor.
Workshop and store 99 years
leasehold
expiring on
18.12.2110 38 8,093 4,686
No. 8, Jalan Petaling,
Larkin Industrial Estate,
80350 Johor Bahru, Johor.
Factory building
occupied as main
factory
99 years
leasehold
expiring on
11.04.2111 23 5,042 1,931
Total 53,419
113

The page is intentionally left blank

CDS A CCOU N T NO . N O. O F SHA R E S H E LD CDS A CCOU N T NO . N O. O F SHA R


E S H E LD
FORM OF PROXY
I/We_____________________________________________ [NRIC NO: ____________________
______________]
of______________________________________________________________________________
______________
being a member/members of APOLLO FOOD HOLDINGS BERHAD (Co. No. 291471-M) do here
by appoint :
Full Name (in Block) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
and / or (delete as appropriate)
Full Name (in Block) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
failing him, the Chairman of the meeting as * my/our proxy to attend and to vote
for * me/us on * my/our behalf at the
19th Annual General Meeting of the Company to be held on Thursday, the 24th day
of October, 2013 at 10.00 a.m. at
Delima Room, Level 2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Jo
hor Bahru, Johor Darul Takzim and
at any adjournment thereof.
* My / our proxy is to vote as indicated below:
RESOLUTIONS NO FOR AGAINST
Ordinary Business:
1. Declaration of First and Final Single Tier Dividend
2. Approval of Directors' Fees
3. Re-appointment of Director -Datuk P. Venugopal A/L V. K. Menon
4. Re-election of Director -Mr. Liang Chiang Heng
5. Re-election of Director -Datin Paduka Hjh. Aminah Binti Hashim
6. Appointment of Messrs BDO as Auditors
Special Business:
7. Ordinary Resolution: Authority to Issue Shares pursuant to Section 132D of th
e
Companies Act, 1965
8. Ordinary Resolution: Continuing in office as Independent Non-Executive Direct
or Mr.
Ng Chet Chiang @ Ng Chat Choon
9. Ordinary Resolution: Continuing in office as Independent Non-Executive Direct
or En.
Abdul Rahim Bin Bunyamin
10. Special Resolution: Proposed Amendments to the Articles of Association
(Please indicate with a cross (X) in the spaces whether you wish your votes to b
e cast for or against the resolution.
In the absence of such specific directions, your proxy will vote or abstain as h
e thinks fit.)
Dated this day of 2013
Signature of Member(s)/Common Seal

Notes
1.
A member entitled to attend and vote at the Meeting is entitled to appoint a pro
xy to attend and vote in his stead. A proxy may but need
not be a member of the Company.
2.
Where a member appoints more than one (1) proxy, the appointment shall be invali
d unless he specifies the proportion of his holdings to
be represented by each proxy.
3.
Where a member is an authorised nominee as defined under the Securities Industry
(Central Depositories) Act 1991, it may appoint not
more than two (2) proxies in respect of each securities account it holds with or
dinary shares of the Company standing to the credit of the
said securities account.
4.
Where a member of the Company is an exempt authorised nominee which holds ordina
ry shares in the Company for multiple beneficial
owners in one securities account ( omnibus account ), there is no limit to the numbe
r of proxies which the exempt authorised nominee
may appoint in respect of each omnibus account it holds.
5.
Where the Proxy Form is executed by a corporation, it must be either under its C
ommon Seal or under the hand of an officer or attorney
duly authorised.
6.
The Proxy Form must be deposited with the Company Secretary at the Registered Of
fice, Suite 1301, 13th Floor, City Plaza, Jalan
Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours before the
time set for the Meeting.
7.
For the purpose of determining a member who shall be entitled to attend the 19th
Annual General Meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(2) o
f the Company s Articles of Association and Section
34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a gen
eral meeting Record of Depositor as at 14 October 2013.
Only a depositor whose name appears therein shall be entitled to attend the said
meeting or appoint a proxy to attend and/or vote on his
stead.
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