annual re port 2014 annual re port 2014 annual re port 2014

118 Pages·2014·1.35 MB·English

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

CONTENT S

Page No.

NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS 2
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 5
GROUP STRUCTURE 6
FINANCIAL HIGHLIGHTS 7
CORPORATE INFORMATION 8
STATEMENT ON CORPORATE GOVERNANCE 9
DIRECTORS’ RESPONSIBILITY STATEMENT 18
AUDIT COMMITTEE’S REPORT 19
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 27
DIRECTORS’ PROFILE 30
CHAIRMAN’S STATEMENT 32
FINANCIAL STATEMENTS 34
ANALYSIS OF SHAREHOLDINGS 109
LIST OF PROPERTIES 112
FORM OF PROXY 115
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 20th Annual General Meeting of Apollo Food Holdings Berhad (Co.
No. 291471-M) will be held at Delima Room, Level 2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730
Johor Bahru, Johor Darul Takzim on Thursday, 23 October 2014 at 10.00 a.m. for the following purposes:-

AGENDA

Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 30 (Please refer to
April 2014 and the Reports of the Directors and Auditors thereon Explanatory Note
1)

2. To declare a first and final single tier dividend of 25% for the financial year Resolution 1
ended 30 April 2014

3. To approve the payment of Directors’ Fees for the financial year ended 30 April Resolution 2
2014

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) Encik Abdul Rahim Bin Bunyamin; and Resolution 4
(ii) Mr. Ng Chet Chiang @ Ng Chat Choon Resolution 5

6. To re-appoint Messrs BDO as Auditors of the Company and to authorise the Resolution 6
Directors to fix their remuneration

Special Business

To consider and, if thought fit, to pass with or without any modification(s), the
following Ordinary Resolutions:

7. ORDINARY RESOLUTION
CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE
DIRECTORS

(i) “THAT authority be and is hereby given to Mr. Ng Chet Chiang @ Ng Resolution 7
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 8
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.”

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

NOTICE OF ANNUAL GENERAL MEETING (continued)

8. 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)
Santhi Saminathan (MIA 37094)
Secretaries
Johor Bahru
1 October 2014

Notes:-

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in
his stead. A proxy may but need not be a member of the Company.

2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies
the proportion of his holdings to be represented by each proxy.

3. Where a member is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991, it may appoint 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 ordinary shares in the
Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit
to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus
account it holds.

5. Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or under
the hand of an officer or attorney duly authorised.

6. The Proxy Form must be deposited with the Company Secretary at the Registered Office, Suite 1301,
13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours
before the time set for the Meeting.

7. For the purpose of determining a member who shall be entitled to attend the 20th Annual General
Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, 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 meeting Record of Depositor as at 14 October 2014.
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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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

NOTICE OF ANNUAL GENERAL MEETING (continued)

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 formal approval of the Shareholders.
Hence, this Agenda is not put forward for voting.

Special Business

1. Item 7 of the Agenda
Ordinary Resolution
Continuing in Office as Independent Non-Executive Directors
The Ordinary Resolution 7 and 8 as proposed in Agenda 7 above relating to the continuation of Mr. Ng
Chet Chiang @ Ng Chat Choon and En. Abdul Rahim Bin Bunyamin as Independent Non-Executive
Directors of the Company pursuant to the Malaysian Code on Corporate Governance MCCG 2012.
The Nomination Committee had assessed the independence of Mr. Ng Chet Chiang @ Ng 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 Bursa 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 Bin Bunyamin ability and exercise of independent judgment as Independent Directors.
Therefore, the Board has recommended that the approval of the shareholders be sought to continue to
act as the Independent Non-Executive Directors of the Company.

CLOSURE OF BOOKS

To determine shareholders’ entitlement to the dividend payment, if approved at the 20th Annual General
Meeting of the Company, the Share transfer books and Register of Members will be closed on 12 December
2014.

The dividend, if approved, will be paid on 9 January 2015 to shareholders whose names appear in the
Register of Members and Record of Depositors at the close of business on 12 December 2014.

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 2014 in
respect of ordinary transfers; and

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

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Name of Directors standing for re-election:

1. Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director)
2. Mr. Ng Chet Chiang @ Ng Chat Choon (Independent Non-Executive Director)

Profile of Directors standing for re-election:
Please refer to the section on Profile of Directors on pages 30 to 31 of the Annual Report 2014.
Details of attendance of Directors at Board Meetings:
Please refer to the Statement of Corporate Governance on pages 9 to 17 of the Annual Report 2014.
Twentieth (20th) 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, 23 October 2014 at 10.00 a.m.

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

The shareholdings as at 3 September 2014 of the directors standing for re-election:-

Ordinary shares of RM 1.00 each
Name of Directors Direct Interest Deemed Interest
No % No %
Encik Abdul Rahim Bin Bunyamin 17,000 0.02 - -
Mr. Ng Chet Chiang @ Ng Chat Choon 20,000 0.03 - -
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014
GROUP STRUCTURE

APOLLO FOOD HOLDINGS BERHAD
(291471-M)

Apollo Food Industries Hap Huat Food
(M) Sdn Bhd Industries Sdn Bhd
(189274-V) (29228-W)

100%
100%

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

FINANCIAL HIGHLIGHTS

Turnover Profit Before Tax Earnings Per Share Net Assets
(RM Million) (RM Million) (Sen) (RM Million)
240 50 45 260
225 240
210 45 40
220
195 40
180 35 200
165 35 180
30
150 30 160
135 25 140
120 25
105 20 120
90 20 100
15
75 15 80
60 10 60
45 10
40
30 5 5
15 20
0 0 0 0
14 13 12 11 10 14 13 12 11 10 14 13 12 11 10 14 13 12 11 10

Group 2014 2013 2012 2011 2010

Financial results (RM'000)
Turnover 220,713 222,904 200,548 176,292 159,531
Profit Before Tax 43,605 42,450 28,597 22,577 32,248
Profit After Tax 33,471 32,083 21,744 17,854 24,677
Profit Attributable to Members 33,471 32,083 21,744 17,854 24,677
Dividends 20,000 16,000 16,000 15,400 12,000

Financed by (RM'000)

Shareholders' Funds 243,674 230,183 214,214 208,396 205,785
Net Assets 243,674 230,183 214,214 208,396 205,785

Statistics

Earnings Per Share (Sen) 41.84 40.10 27.18 22.32 30.85
Gross Dividend Per Share (Sen) 25.00 20.00 20.00 25.00 20.00
Net Assets Per Share (RM) 3.05 2.88 2.68 2.60 2.57

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

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)
Ms. Santhi Saminathan (MIA 37094)

REGISTERED OFFICE
Suite 1301, 13th Floor, City Plaza,
Jalan Tebrau, 80300 Johor Bahru
Johor Darul Takzim
Tel No : 07-3322088
Fax No : 07-3328096

PRINCIPAL PLACE OF BUSINESS
70, Jalan Langkasuka,
Larkin Industrial Area,
80350 Johor Bahru, Johor
Tel No : 07-2365096 / 2365097
Fax No : 07-2374748
Email : [email protected]

SHARE REGISTRAR
TRICOR INVESTOR SERVICES SDN. BHD.
Level 17, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Tel No : 03-22643895
Fax No : 03-22821886
E-mail : [email protected]

AUDITORS
Messrs BDO (AF 0206)
Suite 18-04, Level 18
Menara Zurich
15, Jalan Dato’ Abdullah Tahir
80300 Johor Bahru, Johor
Tel No : 07-3319815
Fax No : 07-3319817

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

STOCK EXCHANGE LISTING

Main Market, Bursa Malaysia Securities Berhad

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2014

STATEMENT OF CORPORATE GOVERNANCE

The Board recognises the importance of good governance to support the Group’s continued growth and success.
It is committed to continuously improving and enhancing the Group’s procedures from time to time to ensure
that the principles and best practices in corporate governance 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 outlined in the Code. The extent of
the Group’s application is shown as follows:

BOARD OF DIRECTORS

Board Responsibilities

The Board has an overall responsibility for the proper conduct of the Company’s business and plays an active
role in directing management in an effective and responsible manner.

The Board has accepted most of the recommendations as prescribed in the “Code” to effectively lead the Group
and retains full and effective control of the Group. This includes responsibility 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 disposals of assets, as well as material agreements, major capital
expenditures, budgets, long range plans and succession planning for top management are reserved for the
Board.

The Board had delegated certain responsibilities to the Audit Committee, the Nomination Committee and the
Remuneration Committee. These Committees have the authority to examine specific issues and forward their
recommendations to the Board which is ultimately responsible for making the final decision.

The Group’s code of conduct will be incorporated in the Board Charter which is currently 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 Director)
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 definition 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 exercise of independent judgement or the ability to act in the best interests of the
Company and shareholders.

More than one-third of the Board are Independent Non-Executive Directors thereby bringing objective,
independent judgement to the decision making process. As and when conflict of interest arises, the Director
concerned would declare his/her interest and abstain from the decision-making process and remain in a position
to fulfil his/her responsibility to provide a check and balance.

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