Apollo Annual Report 2016_Final

114 Pages·2016·2.83 MB·English

2 NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS
6 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
8 GROUP STRUCTURE
9 FINANCIAL HIGHLIGHTS
10 CORPORATE INFORMATION
11 STATEMENT OF CORPORATE GOVERNANCE
20 DIRECTORS’ RESPONSIBILITY STATEMENT
21 AUDIT COMMITTEE’S REPORT
27 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
31 DIRECTORS’ PROFILE
33 CHAIRMAN’S STATEMENT
35 FINANCIAL STATEMENTS
105 ANALYSIS OF SHAREHOLDINGS
108 LIST OF PROPERTIES
111 FORM OF PROXY
APOLLO FOOD HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 22nd 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 Wednesday, 26th October 2016 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 2016 and the Reports of the Directors and Auditors thereon. Explanatory
Note 1)
2. To approve a first and final single tier dividend of 30 sen per share for the Resolution 1
financial year ended 30 April 2016.
3. To approve the payment of Directors’ Fees for the financial year ended 30 Resolution 2
April 2016.
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) Datin Paduka Hjh Aminah Binti Hashim; 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 approval 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, in accordance with the Malaysian Code of Corporate
Governance 2012 until the conclusion of the next Annual General
Meeting of the Company.”
(ii) “THAT approval 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,in accordance with the Malaysian Code of Corporate
Governance 2012 until the conclusion of the next Annual General
Meeting of the Company.”
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APOLLO FOOD HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
NOTICE OF ANNUAL GENERAL MEETING (continued)
(iii) “THAT approval be and is hereby given to Datin Paduka Hjh Aminah Resolution 9
Binti Hashim, 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, in accordance with the Malaysian Code of Corporate
Governance 2012 until the conclusion of the next Annual General
Meeting of the Company.”
8. SPECIAL RESOLUTION
PROPOSED AMENDMENTS TO ARTICLE 101, 158 AND 159 OF THE
COMPANY’S ARTICLE OF ASSOCIATION
“THAT the proposed amendments to Article 101, 158 and 159 of the Articles of
Association of the Company as set out in in Appendix 1 be and is hereby
approved.”
9. 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)
Company Secretaries
Johor Bahru
30August2016
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APOLLO FOOD HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
NOTICE OF ANNUAL GENERAL MEETING(continued)
NOTES:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and
vote in his stead. A proxy may but need not be a member of the Company and the provisions of
Section 149(1)(b) of the Act shall not apply to the Company.
2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he
specifies the proportion of his shareholdings 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, CityPlaza, 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 22ndAnnual 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 19
October 2016. Only a depositor whose name appears therein shall be entitled to attend the said
meeting or appoint a proxy to attend and/or vote on his stead.
Explanatory Notes:
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
for the Audited Financial Statements. Hence, this Agenda is not put forward for voting.
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APOLLO FOOD HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
NOTICE OF ANNUAL GENERAL MEETING (continued)
Explanatory Notes (continued):
Special Business
1. Item 7 of the Agenda
Ordinary Resolution
Continuing in Office as Independent Non-Executive Directors
The Ordinary Resolution 7, 8 and 9 as proposed in Agenda 7 above pertaining to the approval by
shareholders for Mr. Ng Chet Chiang @ Ng Chat Choon, En. Abdul Rahim Bin Bunyamin and Datin
Paduka Hjh Aminah Binti Hashim to continue in office as Independent Non-Executive Directors of the
Company. The Nomination Committee have assessed the independence of each of the directors who has
served as Independent Non-Executive Directors of the Company for a cumulative term of more than
nine (9) years. The Board is satisfied that the directors have 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 their ability and exercise of independent judgment as
Independent Directors. Therefore, the Board has recommended that the approval of the shareholders
be sought for them to continue to act as the Independent Non-Executive Directors of the Company.
2. Item 8of the Agenda
SpecialResolution
Proposed Amendments to Article 101, 158 and 159 of the Company’s Article Of Association
(“Proposed Amendments”)
The Proposed Amendments are to streamline the Article 101, 158 and 159 of the Company’s Articles of
Association to be aligned with the amendments to the Main Market Listing Requirements (“MMLR”).
CLOSURE OF BOOKS
To determine shareholders’ entitlement to the dividend payment, if approved at the 22nd Annual General
Meeting of the Company, the Share transfer books and Register of Members will be closed on
13December 2016.
The dividend, if approved, will be paid on 9 January 2017 to shareholders whose names appear in the
Register of Members and Record of Depositors at the close of business on 13December 2016.
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 13 December 2016 in
respect of ordinary transfers; and
(b) sharesbought 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 HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
The Twenty-Second (22nd) Annual General Meeting of Apollo Food Holdings Berhad will be held atDelima
Room, Level 2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Johor Bahru, Johor Darul Takzim
on Wednesday, 26thOctober 2016 at 10:00 a.m.
Directors standing for election/re-election
There is no person standing for election as Director of the Company at this Annual General Meeting except
for the following Directors who are seeking for re-election at the Twenty-Second (22nd) Annual General
Meeting of the Company as follows:
Name of Director Article
Datin Paduka Hjh Aminah Binti Hashim 116
Mr. Ng Chet Chiang @ Ng Chat Choon 116
Details of the director who is standing for re-election and his shareholdings are set out in the Director’s
Profile on pages 31to 32and Analysis of Shareholding on page 105of the Annual Report.
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APOLLO FOOD HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
(continued)
APPENDIX 1
Proposed Amendment to Articles of Association of
Apollo Food Holdings Berhad (Company No. 291471-M)
ArticleNo. Existing Article Amended Article Rationale
To amend The instrument appointing a proxy and the The instrument appointing a proxy and the power of To
Article 101 power of attorney or other authority, if any, attorney or other authority, if any, under which it is eliminate
under which it is signed or a notarial certified signed or a notarial certified true copy of that power the
true copy of that power or authority shall be or authority shall be deposited at the Office of the confusion of
deposited at the Office of the Company, or at Company, or at such other place within Malaysia as proxy form
such other place within Malaysia as is specified is specified for that purposes in the notice submission
for that purposes in the notice convening the convening the meeting, not less than forty-eight (48) timeline
meeting, not less than forty-eight (48) hours hours before the time for holding the meeting or
before the time for holding the meeting or adjourned meetingat which the person named in the
adjourned meeting at which the person named instrument proposed to vote and in the case of a
in the instrument proposed to vote and in the poll, not less than twenty-four (24) hours before the
case of a poll, not less than twenty-four (24) time appointed for the taking of the poll, and in
hours before the time appointed for the taking default the instrument of proxy shall not be treated
of the poll, and in default the instrument of as valid.
proxy shall not be treated as valid.
To amend The Directors shall from time to time in The Directors shall from time to time in accordance
Article 158 accordance with the provisions of the Act and with the provisions of the Act and the Stock
the Stock Exchange Listing Requirements Exchange Listing Requirements cause to be
cause to be prepared and to be laid before the prepared and laid before the Company in general
Company in general meeting such profit and meeting such profit and loss accounts, balance
loss accounts, balance sheets and group sheets and group accounts (if any) and reports as Pursuant to
accounts (if any) and reports as may be may be necessary as referred to in the said the
necessary provided always that the interval provisions of the Act and the Listing amendments
between the close of a financial year of the Requirements. provided always that the interval on Para 9.23
Company and the issue of the annual audited between the close of a financial year of the and 9.26
accounts, the Directors’ and auditors’ reports Company and the issue of the annual audited and the
shall not exceed four (4) months. accounts, the Directors’ and auditors’ reports shall deletion of
not exceed four (4) months. Para 7.33
and 9.35 of
To amend A copy of/every balance sheet and profit and A copy of the annual report including annual MMLR
Article 159 loss account which is to be laid before the audited financial statements of/every balance
Company in general meeting (including every sheet and profit and loss account which is to be laid
document required by law to be annexed before the Company in general meeting (including
thereto) together with a copy of the Auditors’ every document required by law to be annexed
report relating thereto and of the Directors’ thereto)together with a copy of the auditors’ and
report shall, not more than four (4) months after directors’ report in printed format or in
the close of the financialyear and not less than electronic format within four (4) months from
twenty-one (21) days before the date of the relating thereto and of the Directors’ report shall,
meeting be sent to every Member of, and every not more than four (4) months afterthe close of the
holder of debentures of, the Company and to financial year of the Companyand not less than
every other person who is entitled to receive twenty-one (21) days before the dateof the meeting
notices from the Company under the provisions be sent to the Exchange andevery Member of, and
of the Act or these Articles. The requisite every holder of debentures of, the Company and to
number of copies of each such document as every other person who is entitled to receive notices
may be required by the Exchange shall at the from the Company under the provisions of the Act
same time be likewise sent to the Exchange. or these Articles. The requisite number of copies of
Provided that this Article shall not require a each such document as may be required by the
copy of these documents to be sent to any Exchange shall at the same time be likewise sent to
person of whose address the Company is not the Exchange.Provided thatThis Article shall not
aware of, but any Member to whom a copy of require a copy of these documents to be sent to any
these documents has not been sent shall be person of whose address the Company is not aware
entitled to receive a copy free of charge on of, but any Member to whom a copy of these
application to the Office. documents has not been sent shall be entitled to
receive a copy free of charge on application to the
Office.
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APOLLO FOOD HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
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 HOLDINGSBERHAD(291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2016
FINANCIAL HIGHLIGHTS
Revenue Profit Before Tax Earnings Per Share Net Assets
(RM Million) (RM Million) (Sen) (RM Million)
240 50 45 260
220 45 40 240
200 220
40
180 35 200
35 180
160 30
140 30 160
25 140
120 25
20 120
100 20 100
80 15
15 80
60 10 60
10
40 40
20 5 5 20
0 0 0 0
1615141312 16 15 14 13 12 16 15 14 13 12 16 15 14 13 12
Group 2016 2015 2014 2013 2012
Financial results (RM'000)
Revenue 208,186 212,627 220,713 222,904 200,548
Profit Before Tax 40,043 34,056 43,605 42,450 28,597
Profit After Tax 29,742 25,294 33,471 32,083 21,744
Profit Attributable to Members 29,742 25,294 33,471 32,083 21,744
Dividends 20,000 20,000 20,000 16,000 16,000
Financed by (RM'000)
Shareholders' Funds 257,561 248,432 243,674 230,183 214,214
Net Assets 257,561 248,432 243,674 230,183 214,214
Statistics
Earnings Per Share (Sen) 37.18 31.62 41.84 40.10 27.18
Gross Dividend Per Share (Sen) 25.00 25.00 25.00 20.00 20.00
Net Assets Per Share (RM) 3.22 3.11 3.05 2.88 2.68
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