apollo ar

114 Pages·2015·2.24 MB·English

CONTENTS
Page No.
NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS 2
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 6
GROUP STRUCTURE 7
FINANCIAL HIGHLIGHTS 8
CORPORATE INFORMATION 9
STATEMENT ON CORPORATE GOVERNANCE 10
DIRECTORS’ RESPONSIBILITY STATEMENT 19
AUDIT COMMITTEE’S REPORT 20
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 28
DIRECTORS’ PROFILE 31
CHAIRMAN’S STATEMENT 33
FINANCIAL STATEMENTS 35
ANALYSIS OF SHAREHOLDINGS 106
LIST OF PROPERTIES 109
FORM OF PROXY 111
1
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 21st 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, 21 October 2015 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 2015 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 2015

3. To approve the payment of Directors’ Fees for the financial year ended 30 April Resolution 2
2015

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) Mr. Liang Kim Poh 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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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)
Company Secretaries
Johor Bahru
Date: 29 September 2015
3
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.
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 authorized
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 21st 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 13
October 2015. 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.
Hence, this Agenda is not put forward for voting.
4
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 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. Both Mr. Ng Chet
Chiang @ Ng Chat Choon and En. Abdul Rahim Bin Bunyamin 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 both of them 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 21st Annual General
Meeting of the Company, the Share transfer books and Register of Members will be closed on 11 December
2015.

The dividend, if approved, will be paid on 6 January 2016 to shareholders whose names appear in the
Register of Members and Record of Depositors at the close of business on 11 December 2015.

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 11 December 2015 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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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. Mr. Liang Kim Poh (Executive Director)

Profile of Directors standing for re-election:
Please refer to the section on Profile of Directors on pages 31 to 32 of the Annual Report 2015.
Details of attendance of Directors at Board Meetings:
Please refer to the Statement of Corporate Governance on pages 10 to 18 of the Annual Report 2015.
Twenty-First (21st ) Annual General Meeting of Apollo Food Holdings Berha d:
Place : The Puteri Pacific Hotel
Delima Room, Level 2
Jalan Abdullah Ibrahim
80730 Johor Bahru
Johor Darul Takzim

Date and Time : Wednesday, 21 October 2015 at 10.00 a.m.

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

The shareholdings as at 01 September 2015 of the directors standing for re-election:

Ordinary shares of RM 1.00 each
Name of Directors Direct Interest Deemed Interest
No % No %
Mr. Liang Chiang Heng 254,600 0.32 - -
Mr. Liang Kim Poh 225,000 0.28 - -
6
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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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
15 14 13 12 11 15 14 13 12 11 15 14 13 12 11 15 14 13 12 11
Group 2015 2014 2013 2012 2011
Financial results (RM'000)
Turnover 212,627 220,713 222,904 200,548 176,292
Profit Before Tax 34,056 43,605 42,450 28,597 22,577
Profit After Tax 25,294 33,471 32,083 21,744 17,854
Profit Attributable to Members 25,294 33,471 32,083 21,744 17,854
Dividends 20,000 20,000 16,000 16,000 15,400
Financed by (RM'000)
Shareholders' Funds 248,432 243,674 230,183 214,214 208,396
Net Assets 248,432 243,674 230,183 214,214 208,396

Statistics
Earnings Per Share (Sen) 31.62 41.84 40.10 27.18 22.32
Gross Dividend Per Share (Sen) 25.00 25.00 20.00 20.00 25.00
Net Assets Per Share (RM) 3.11 3.05 2.88 2.68 2.60
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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, Malaysia
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
E-mail: [email protected]

SHARE REGISTRAR
TRICOR INVESTOR SERVICES SDN BHD (118401 – V)
Unit 32-01, Level 32, Tower A
Vertical Business Suite, Avenue 3, Bangsar South
No.8, Jalan Kerinchi
59200 Kuala Lumpur, Malaysia
Tel No: 03-27839299
Fax No: 03-27839222
Email: [email protected]

AUDITORS
Messrs BDO (AF 0206)
Suite 18-04 Level 18 Menara Zurich
No 15, Jalan Dato’ Abdullah Tahir
80300 Johor Bahru, Johor
Tel No: 07-3319815
Fax No: 07-3319817
PRINCIPAL BANKERS
AmBank (M) Berhad
AmFunds Management Berhad
(formerly known as AmInvestme nt Services Berhad)
OCBC Bank (Mala ysia) Berhad
RHB Bank Berhad
Malayan Banking Berhad
STOCK EXCHANGE LISTING
M ain Market of the Bursa Malaysia Securities Berhad
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