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ANNUAL REPORT 201

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
INCORPORATED IN MALAYSIA

CONTENTS ANNUAL REPORT 2018

02 NOTICE OF ANNUAL GENERAL MEETING

06 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

07 GROUP STRUCTURE

08 FINANCIAL HIGHLIGHTS

09 CORPORATE INFORMATION

10 CORPORATE GOVERNANCE OVERVIEW STATEMENT

20 DIRECTORS’ RESPONSIBILITY STATEMENT

21 AUDIT COMMITTEE’S REPORT

24 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

30 PROFILE OF DIRECTORS

33 PROFILE OF KEY SENIOR MANAGEMENT

34 MANAGEMENT DISCUSSION AND ANALYSIS

37 SUSTAINABILITY STATEMENT

40 FINANCIAL STATEMENTS

116 ANALYSIS OF SHAREHOLDINGS

119 LIST OF PROPERTIES

121 FORM OF PROXY


APOLLO FOOD HOLDINGS BERHAD (291471-M) 2
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATEDANNUAL
IN MALAYSIA)
REPORT 2018
ANNUAL REPORT 2018

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 24th 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 Tuesday, 30th October 2018 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 April (Please refer to
2018 and the Reports of the Directors and Auditors thereon. Explanatory
Note 1)

2. To approve a first and final single tier dividend of 20 sen per share for the Resolution 1
financial year ended 30 April 2018.

3. To approve the payment of Directors’ Fees for the financial year ended 30 April Resolution 2
2018.

4. To approve the payment of Directors’ benefits at the capping amount of Resolution 3


RM56,000 from 1 May 2018 to the next Annual General Meeting of the
Company to be held in year 2019.

5. To re-elect the following Directors retiring in accordance with the Constitution of


the Company:

(i) Mr. Liang Kim Poh - Article 116 Resolution 4


(ii) Datin Paduka Hjh. Aminah Binti Hashim - Article 116 Resolution 5
(iii) Datuk Shireen Ann Zaharah Binti Muhiudeen - Article 122 Resolution 6
(iv) Ms. Foo Swee Eng - Article 122 Resolution 7
(v) En. Halid Bin Hasbullah - Article 122 Resolution 8

6. To re-appoint Messrs BDO as Auditors of the Company and to authorise the Resolution 9
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

“Subject to the passing of Resolution 5, that approval be and is hereby given to Resolution 10
Datin Paduka Hjh Aminah 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 until the conclusion of the next Annual General Meeting of the
Company.”

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) 3
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

NOTICE OF ANNUAL GENERAL MEETING (continued)

8. Proposed Gratuity Payment for Former Directors

(a) “That approval be and is hereby given for the Company to make gratuity Resolution 11
payment of RM76,000.00 to Datuk P. Venugopal A/L V.K. Menon, the
former Non-Independent Non-Executive Director of the Company and that
authority be and is hereby given to the Directors of the Company to take
all such actions as they may consider necessary to give full effect to this
resolution.”

(b) “That approval be and is hereby given for the Company to make gratuity Resolution 12
payment of RM115,000.00 to Mr Ng Chet Chiang @ Ng Chat Choon, the
former Independent Non-Executive Director of the Company and that
authority be and is hereby given to the Directors of the Company to take
all such actions as they may consider necessary to give full effect to this
resolution.”

(c) “That approval be and is hereby given for the Company to make gratuity Resolution 13
payment of RM68,000.00 to En. Abdul Rahim Bin Bunyamin, the former
Independent Non-Executive Director of the Company and that authority
be and is hereby given to the Directors of the Company to take all such
actions as they may consider necessary to give full effect to this
resolution.”

9. To transact any other business for which due notice shall have been given in
accordance with the Company's Constitution and the Companies Act, 2016.

By Order of the Board


APOLLO FOOD HOLDINGS BERHAD

Yong May Li (LS 0000295)


Wong Chee Yin (MAICSA 7023530)
Company Secretaries
Johor Bahru
Date: 30 August 2018

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APOLLO FOOD HOLDINGS BERHAD (291471-M) 4
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

NOTICE OF ANNUAL GENERAL MEETING (continued)

Notes:-

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to
attend and vote in his/her stead. A proxy may but need not be a member of the Company. There shall
be no restriction as to the qualification of the proxy.
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 of the Company 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 in 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 at the Registered Office of the Company situated at Suite 1301,
13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours
before the time set for holding the Meeting.
7. For the purpose of determining a member who shall be entitled to attend this 24 th Annual General
Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with
Article 81(2) of the Company’s Constitution and Section 34(1) of the Securities Industry (Central
Depositories) Act, 1991 to issue a general meeting Record of Depositor as at 19 October 2018. 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 the Companies Act, 2016 and the Articles of
Association constituting part of the Company’s Constitution does not require a formal approval of the
Shareholders for the Audited Financial Statements. 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 10 as proposed in Agenda 7 above pertaining to approval by shareholders for
Datin Paduka Hjh Aminah Binti Hashim to continue in office as Independent Non-Executive Director of
the Company. The Nomination Committee and the Board holds the view that she remain objective
and independent in carrying out her roles and responsibilities as member of the Board and Board
Committees. The length of her service does not interfere with her ability and exercise of independent
judgment as Independent Director. Therefore, the Board has recommended that the approval of the
shareholders be sought for her to continue to act as Independent Non-Executive Director of the
Company.

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) 5
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

NOTICE OF ANNUAL GENERAL MEETING (continued)

2. Item 8 of the Agenda


Ordinary Resolution

Proposed Gratuity Payment for Former Directors


The Ordinary Resolution 11, 12 and 13, if passed, will give approval to the Company to make payment
of gratuity amounting to RM76,000.00 to Datuk P. Venugopal A/L V.K. Menon, RM115,000.00 to Mr.
Ng Chet Chiang @ Ng Chat Choon and RM68,000.00 to En. Abdul Rahim Bin Bunyamin respectively in
recognition and appreciation of their long services and contributions to the Company.

CLOSURE OF BOOKS

To determine shareholders’ entitlement to the dividend payment, if approved at the 24 th Annual General
Meeting of the Company, the Share transfer books and Register of Members will be closed on 12
December 2018.

The dividend, if approved, will be paid on 9 January 2019 to shareholders whose names appear in the
Register of Members and Record of Depositors at the close of business on 12 December 2018.

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 2018 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) 6
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATEDANNUAL
IN MALAYSIA)
REPORT 2018
ANNUAL REPORT 2018

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

The Twenty-Fourth (24th) Annual General Meeting of Apollo Food Holdings Berhad will be held at Delima
Room, Level 2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Johor Bahru, Johor Darul Takzim on
Tuesday, 30th October 2018 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-Fourth (24th) Annual General
Meeting of the Company as follows:

Name of Director Article


Mr. Liang Kim Poh 116
Datin Paduka Hjh. Aminah Binti Hashim 116
Datuk Shireen Ann Zaharah Binti Muhiudeen 122
Ms. Foo Swee Eng 122
En. Halid Bin Hasbullah 122

Details of the director who is standing for re-election and his shareholdings are set out in the Director’s
Profile on pages 30 to 32 and Analysis of Shareholding on page 116 of the Annual Report.

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) 7
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

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) 8
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATEDANNUAL
IN MALAYSIA)
REPORT 2018
ANNUAL REPORT 2018

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 35 200
180
160 35 30 180
140 30 160
25 140
120 25
20 120
100 20 100
80 15 15 80
60 10 60
40 10
40
20 5 5 20
0 0 0 0
2018
2017
2016
2015
2014

2018
2017
2016
2015
2014

2018
2017
2016
2015
2014

2018
2017
2016
2015
2014
Group 2018 2017 2016 2015 2014

Financial results (RM'000)


Revenue 190,818 208,918 208,186 212,627 220,713
Profit Before Tax 14,725 24,664 40,043 34,056 43,605
Profit A�er Tax 11,071 17,833 29,742 25,294 33,471
Profit A�ributable to Members 11,071 17,833 29,742 25,294 33,471
Dividends 20,000 24,000 20,000 20,000 20,000

Financed by (RM'000)
Shareholders' Funds 243,615 253,250 257,561 248,432 243,674
Net Assets 243,615 253,250 257,561 248,432 243,674

Sta�s�cs
Earnings Per Share (Sen) 13.84 22.29 37.18 31.62 41.84
Gross Dividend Per Share (Sen) 25.00 30.00 25.00 25.00 25.00
Net Assets Per Share (RM) 3.05 3.17 3.22 3.11 3.05

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) 9
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

CORPORATE INFORMATION

BOARD OF DIRECTORS
Mr. Liang Chiang Heng (Executive Chairman)
Mr. Liang Kim Poh (Executive Director cum Managing Director)
Datuk Shireen Ann Zaharah Binti Muhiudeen (Non-Independent Non-Executive Director)
Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director)
Ms. Foo Swee Eng (Independent Non-Executive Director)
En. Halid Bin Hasbullah (appointed w.e.f. 27.08.2018) (Independent Non-Executive Director)
Mr. Ng Chet Chiang @ Ng Chat Choon (resigned w.e.f. 28.08.2018) (Independent Non-Executive Director)
Encik Abdul Rahim Bin Bunyamin (resigned w.e.f. 28.08.2018) (Independent Non-Executive Director)

COMPANY SECRETARIES
Ms. Yong May Li (LS 0000295) (appointed w.e.f. 28.06.2018)
Ms. Wong Chee Yin (MAICSA 7023530)
Ms. Santhi Saminathan (MIA 37094) (resigned w.e.f. 28.06.2018)

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 Darul Takzim.
Tel No: 07-2365096 / 2365097
Fax No: 07-2374748
Email: [email protected]

SHARE REGISTRAR
TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN BHD (11324-H)
Unit 32-01, Level 32, Tower A, Vertical Business Suite,
Avenue 3, Bangsar South, No.8, Jalan Kerinchi,
59200 Kuala Lumpur.
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 Darul Takzim.
Tel No: 07-3319815
Fax No: 07-3319817

PRINCIPAL BANKERS
AmBank (M) Berhad
AmFunds Management Berhad
OCBC Bank (Malaysia) Berhad
RHB Bank Berhad
Malayan Banking Berhad

STOCK EXCHANGE LISTING


Main Market, Bursa Malaysia Securities Berhad

COMPANY’S WEBSITE
www.apollofood.com.my

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APOLLO FOOD HOLDINGS BERHAD (291471-M) 10
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATEDANNUAL
IN MALAYSIA)
REPORT 2018
ANNUAL REPORT 2018

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board recognises the importance of good governance to support the Group’s con�nued growth and
success. It is commi�ed to con�nuously improving and enhancing the Group’s procedures from �me to
�me to ensure that the principles and best prac�ces in corporate governance recommended in the
Malaysian Code on Corporate Governance 2017 (“the Code”) are applied within the Group to protect and
enhance its shareholders’ value.

The Group has complied substan�ally with the principles and best prac�ces outlined in the Code as
indicated in the Corporate Governance Report (“CG Report”) which is available at the company’s official
website: www.apollofood.com.my

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

Board Responsibili�es

The Board has an overall responsibility for the proper conduct of the Company’s business and plays an
ac�ve role in direc�ng management in an effec�ve and responsible manner.

The Board has adopted most of the recommenda�ons as prescribed in the Code to effec�vely lead the
Group and retains full and effec�ve control of the Group. This includes responsibility for determining the
Group’s overall strategic direc�on, development and control. Key ma�ers, 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, acquisi�ons and disposals of assets, as well as material
agreements and major capital expenditures are reserved for the Board.

The Board had delegated certain responsibili�es to the Audit Commi�ee, the Nomina�on Commi�ee and
the Remunera�on Commi�ee. These Commi�ees have the authority to examine specific issues and
forward their recommenda�ons to the Board which is ul�mately responsible for making the final decision.

The Group’s Board Charter and formal Code of Conduct and Ethics are available at the Company’s official
website.

Board Composi�on and Balance

As at end of the financial year, the Board consists of seven (7) Directors:

Two (2) Execu�ve Directors (including the Execu�ve Chairman and Managing Director)
One (1) Non- Independent Non-Execu�ve Director
Four (4) Independent Non-Execu�ve Directors

The concept of independence adopted by the Board is in tandem with the defini�on of an Independent
Director in the Lis�ng 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-Execu�ve Director) and is free of
any rela�onship 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-Execu�ve Directors thereby bringing objec�ve,
independent judgement to the decision making process. As and when any poten�al conflict of interest
may arise, the Director concerned would declare his/her interest and abstain from the decision-making
process and remain in a posi�on to fulfil his/her responsibility to provide a check and balance.

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) 11
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

CORPORATE GOVERNANCE OVERVIEW STATEMENT (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. In line
with the Code’s Practice 1.3, the positions of Executive Chairman and Managing Director are held by
different individuals. The Board is headed by an Executive Chairman who is responsible to lead the Board
in its collective oversight of management whilst the Managing Director is primarily responsible in
implementing the Board’s decisions and oversees the Group’s business and day-to-day management.
Although the Executive Chairman is a Non-Independent Director, the Board is of the view that there are
sufficient experienced and independent minded Directors to ensure adequate check and balance of
authority exists in the Board. Given that there is a balanced Board with four experienced Independent
Directors, independent judgement is able to exercise with strong independent element within the Board.
The Chairman has considerable experience in the Group’s business and is able to provide leadership to the
Board in considering and setting the overall strategies and objectives of the Group. The Board is of the
view that it is in the best interest of the Group to 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 cumulative term of
nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve on
the Board subject to re-designation as a Non-Independent Director. If the Board intends to retain an
Independent Director for more than nine (9) years, the Board should provide justification and seek
shareholders’ approval during the annual general meeting. For Independent Directors who serve for more
than twelve (12) years on the Board, annual approval from shareholders via two-tier voting process is a
must. Mr Ng Chet Chiang @ Ng Chat Choon and Encik Abdul Rahim Bin Bunyamin, both who have served
the Board for more than twelve (12) years have expressed their intention to resign as Directors of the
Company before the Company's 24th Annual General Meeting is held. Therefore, the Company will not
seek for shareholders' approval to retain both Mr. Ng and En. Abdul Rahim in this regards. However, Datin
Paduka Hjh. Aminah Binti Hashim will continue to be Independent Director of the Company,
notwithstanding having served as Independent Director on the Board for more than nine (9) years. She
remains independent and objective in her deliberations and decision making of the Board and Board
Committees and she is independent 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 the Group. The Board holds the view that her length of services does not interfere with her
exercise of independent judgement and in discharging her role as Independent Director. The Group
benefits from long serving Director, who possess detailed knowledge of the Group’s business and has
proven commitment, experience and competence to advise and oversee management.

Corporate Governance Blueprint 2011 recommends that the Board should ensure women participation on
the Board to reach 30% by year 2016. The Group has recently set up a formal policy on gender diversity, as
disclosed on page 12, to encourage women’s participation in decision-making positions within the Board
and senior management levels. The Group ensures at least one female director is appointed and served on
the Board as the Board recognizes that a gender diverse Board can offer greater benefits, depth and
breadth to the Group’s business strategies. The Board also believes it is important to recruit and retain the
best qualified individual who possesses the requisite skills, knowledge, experience, independence,
foresight and good judgement to contribute effectively to the Board, regardless of age, gender, race or
religion.

As at 30 April 2018, the Board of Directors comprises of seven members, three of whom are lady
Directors, representing 42.9% of the Board composition.

No senior Independent Director was nominated as the Board is of the view that all Directors should
shoulder the responsibility collectively.

A brief profile of each Director is presented on pages 30 and 32.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) 12
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

Board Composition and Balance (continued)


APOLLO FOOD HOLDINGS BERHAD
(Company No. 291471-M)

GENDER DIVERSITY POLICY

Purpose of the Policy

In pursuant with the recommendation provided in the Malaysian Code on Corporate


Governance 2017 (“MCCG 2017”), this policy is set up to provide a framework for the Group
to increase women participation either in board or senior management positions.

The Board’s Commitment

The board recognises that a gender diverse board can offer greater benefits, depth and
breadth to the Group’s business strategies as compared to a gender non-diverse board.
Different points of views or insights can be provided via gender diversity at both board and
senior management positions as gender diverse workforce can provide a stronger talent
pipeline and more successful business planning for the Group.

In order to enhance women participation in decision-making positions, the board is


responsible in monitoring its appointment process in a manner that promotes gender
diversity.

The Nomination Committee thus will become an important role in:

• Paying attention on experience female candidates with qualified skills and knowledge
and recruiting her to fill in vacancy for board or senior management positions.
• Developing succession plans to ensure appropriate focus on gender diversity.
• Reviewing any other strategies related to gender diversity delegated by the board from
time to time.

Monitoring and Measurement

The Group ensure at least one female director is appointed and served on the board.
Nevertheless, the Group is working towards to have more female directors (30% women
participation) on the board if there is any opportunity arises. The Nomination and
Remuneration Committee will assess the performance of female directors and ensure
appropriate women participation on the board annually.

The Group will also strive to provide and maintain a suitable working environment that is
free from harassment and gender discrimination in order to attract and retain women
participation on the board and senior management positions.

Review and Disclosures

The Group will make appropriate disclosures on gender diversity policy in its annual report
based on the practice stated in MCCG 2017.

This policy is reviewed and approved by the board on 28 March 2018.

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) 13
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2018
ANNUAL REPORT 2018

CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

Board Meetings

All Board meetings are scheduled in advance at the beginning of each financial year to enable Directors to
plan ahead and maximise their attendance. The Board normally meets 4 times a year with additional
meetings convened as and when necessary. During the financial year ended 30 April 2018, 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 and direction of the Group. All the Directors
have complied with the minimum 50% attendance as required by Paragraph 15.05 of the Bursa Malaysia
Berhad’s Listing Requirements. The Company Secretary attends all Board meetings and all proceedings
and conclusions from the Board meetings are minuted and signed by the Chairman.

In the periods between the Board Meetings, Board approvals were sought via circular resolutions, which
were attached with sufficient information required to make informed decision.

Details of Board members attendance at Board meetings are as follows:

Number of Board Number of


Director meetings held meetings attended
during the year by Directors
Liang Chiang Heng 4 4
Liang Kim Poh 4 4
Ng Chet Chiang @ Ng Chat Choon 4 4
Abdul Rahim Bin Bunyamin 4 4
Datin Paduka Hjh. Aminah Binti Hashim 4 4
Datuk P. Venugopal A/L V. K. Menon 1 1
(Resigned on 24 October 2017)
Datuk Shireen Ann Zaharah Binti Muhiudeen 1 0
(Appointed on 29 January 2018)
Ms. Foo Swee Eng 1 1
(Appointed on 29 January 2018)

Supply of Information

Notices, agenda, Board papers, and other meeting materials of each meeting are issued in a timely
manner – five business days prior to the meetings to enable Directors to obtain further
explanations/clarifications, where 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 additional clarification and data from the
management to assist them in forming their opinion and findings in the lead up to Board decisions.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) 14
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATEDANNUAL
IN MALAYSIA)
REPORT 2018
ANNUAL REPORT 2018

CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

Directors’ Training

The Board is mindful of the importance for its members to undergo continuous training to be apprised of
changes to the regulatory requirements and the impact of such regulatory requirements have on the
Group.

All the Directors of the Company have attended the Mandatory Accreditation Programme conducted by
Bursa Malaysia Training Sdn Bhd within the stipulated timeframe required by the Main Market Listing
Requirement of Bursa Malaysia.

During the financial year, the Directors had attended the training programmes as follows:

Director Training Programme Attended


Liang Chiang Heng • Malaysian Code on Corporate Governance 2017
Liang Kim Poh • Malaysian Code on Corporate Governance 2017
Ng Chet Chiang @ Ng Chat Choon • Seminar on “Companies Act 2016”
• Seminar on “AGM, Accounts, Annual Returns Under the
Companies Act 2016”
• SSM National Conference 2017 on Implementing the
Companies Act 2016
• Malaysian Code on Corporate Governance 2017
Abdul Rahim Bin Bunyamin • Malaysian Code on Corporate Governance 2017
Datin Paduka Hjh. Aminah Binti Hashim • Malaysian Code on Corporate Governance 2017
Foo Swee Eng • Companies Act 2016 Unlocked
• Mandatory Accreditation Programme for Directors of Public
Listed Companies
Datuk Shireen Ann Zaharah Binti • Workshop on Liquidity Risk Governance
Muhiudeen • Compliance Conference 2017
• Cyber Security Awareness
• AmBank Digital Briefing

The Directors will continue to attend relevant seminars and programmes to further enhance their skills
and knowledge and to keep abreast with relevant changes and developments in the market place to assist
them in the discharge of their stewardship role.

Appointment and Re-election of Directors

The Nomination Committee is responsible for the identification and making of recommendations on any
nomination of new Directors to the Board and ensuring the appointments of individuals with appropriate
experience and knowledge to fulfil the duties of a Director. There is an informal familiarisation programme
in place for new Directors, which included visit to the factory, meeting with the senior management as
appropriate, to facilitate their understanding of the Company’s business and operations.

In accordance with the Company’s Articles of Association (Constitution), nearest to one third (1/3) of the
Directors, including the Managing Director, shall retire from office at every Annual General Meeting but
shall be eligible for re-election provided always that each Director shall retire at least once every three
years.

Directors who are appointed by the Board during the financial year are subject to re-election by the
shareholders at the next Annual General Meeting held following their appointments.

The names of Directors seeking for re-appointment and re-election at the forthcoming Annual General
Meeting are disclosed in the Notice of Annual General Meeting in this Annual Report.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

Remuneration Committee

The Remuneration Committee was established on 29 June 2000 with clear defined terms of reference. It
comprises three Independent Non-Executive Directors and one Non-Independent Non-Executive Director
and its composition is as follows:

Chairman
Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director

Members
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
(Resigned on 24 October 2017)

The Committee meets at least once a year. The Remuneration Committee reviews and makes
recommendations to the Board on the remuneration and other entitlements of the Executive Directors
and Senior Management to ensure they are rewarded appropriately for their contribution to the Group’s
growth and profitability. Remuneration of Non-Executive Directors is linked to their level 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 Board with the Director
concerned abstaining from deliberations and voting on decisions in respect of his remuneration.

The Directors’ fees, Directors’ remuneration and other benefits are subject to shareholders’ approval at
the Annual General Meeting.

Aggregate remuneration of the Directors categorised into appropriate components for the financial year
ended 30 April 2018 are as follows:

Salaries, Other Defined Fees Total


Bonus and Emoluments Contribution
Allowances Plans
RM RM RM RM RM
Executive Directors
Liang Chiang Heng 3,915,932 - 475,330 53,000 4,444,262
Liang Kim Poh 1,961,506 48,816 238,232 39,000 2,287,554
Sub-total 5,877,438 48,816 713,562 92,000 6,731,816
Non-Executive Directors
Ng Chet Chiang @ Ng Chat Choon 10,500 4,000 - 47,000 61,500
Abdul Rahim Bin Bunyamin 8,000 4,000 - 43,000 55,000
Datin Paduka Hjh. Aminah Binti 7,000 4,000 - 43,000 54,000
Hashim
Datuk P. Venugopal A/L V.K.Menon 4,000 2,000 - - 6,000
(Resigned 24 October 2017)
Datuk Shireen Ann Zaharah Binti - - - - -
Muhiudeen
(Appointed on 29 January 2018)
Foo Swee Eng - - - - -
(Appointed on 29 January 2018)
Sub-total 29,500 14,000 - 133,000 176,500
Total 5,906,938 62,816 713,562 225,000 6,908,316

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CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

Remuneration Committee (continued)

Aggregate remuneration of the senior management within the band of RM50,000 for the financial year
ended 30 April 2018 are as follows:

Range of Remuneration
Senior Management
RM
Liang Kim Tee 1,550,001-1,600,000
Liang Thong Guan 1,350,001-1,400,000
Tan Sew Eng 100,000-150,000

The Remuneration Committee met once during the financial year and it was attended by all of its
members.

Nomination Committee

The Nomination Committee was established on 23 March 2000 with clear defined terms of reference. It
comprises three Independent Non-Executive Directors and one Non-Independent Non-Executive Director
and its composition is as follows:

Chairman
Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director

Members
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
(Resigned on 24 October 2017)

The Committee is responsible for making recommendations to the Board on appointment of all new
members to the Board and Committees of the Board. From year 2018 onwards, the Committee has
extended its roles to include the appointment of senior management in compliance with the Code Practice
4.4. The Committee has to provide a formal and transparent procedure for such appointments.

During the financial year ended 30 April 2018, the Nomination Committee has made recommendations to
the Board on the appointment of one new Independent Non-Executive Director – Ms Foo Swee Eng and
one new Non-Independent Non-Executive Director – Datuk Shireen Ann Zaharah Binti Muhiudeen. Their
appointments are based on recommendations made by existing board members and major shareholder.
The Board consists of major Independent Directors who are competent and professional in their
respective fields. The Board will prioritise candidates recommended by internal sources before the use of
independent sources. Their profiles are presented on pages 30 and 31.

The Committee reviews annually the performance of the Board, Board Committees, and individual
Directors 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. Self assessment and peer
review are carried out and facilitated by Company Secretary during the annual evaluation.

The Nomination Committee meeting will be held at least once annually. The Committee meeting held
during the financial year 30 April 2018 was attended by all members.

The Chairman of the Nomination Committee is an Independent Non-Executive Director as per the Code’s
Practice 4.7. 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 Committee in ensuring that the
Board composition meets the needs of the Group.
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CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

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 highlighted in the Audit Committee Report
set out on pages 21 to 23 of the Annual Report.

Financial Reporting

In presenting the annual financial statements and quarterly announcement of results 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 the information for disclosure to ensure
accuracy and transparency.

Risk Management and Internal Controls

The Board acknowledges its responsibility of maintaining a sound system in of internal controls covering
not only financial controls but also operational and compliance controls as well as risk assessments. The
internal control system is designed to meet the Group’s particular 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 provide reasonable, and not absolute, assurance against material
misstatement, fraud or loss. Ongoing reviews are continuously being carried out to ensure the
effectiveness, adequacy and integrity of the risk management framework and internal control systems in
safeguarding the Group’s assets and therefore 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 24 to 29 of the Annual Report.

Relationship with External Auditors

The role of the Audit Committee in relation to the external auditors is described in the Audit Committee
Report. The Company maintained a formal and transparent relationship with its auditors to ensure
compliance with the applicable accounting standards in Malaysia.

During the financial year, the Audit Committee met 2 times with the external auditors without the
presence of the Executive Directors and Management. The external auditors have also confirmed with the
Audit Committee that they have been independent throughout the conduct of the audit engagement in
accordance with the independence rules of the Malaysian Institute of Accountants and International
Ethics Standards Board for Accountants.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH


STAKEHOLDERS

Shareholders Relations

The Company maintains a policy of disseminating information that is material 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 opportunity 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 resolutions is provided. Upon request,
the Managing Director 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 of the Group’s business,
but also to ensure that price sensitive 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 not just delivering quality
products and services and generating attractive returns to our customers and shareholders, but also
recognising 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 achieve this aim, we recognise our
responsibility to our employees, business associates and community with whom we conduct our business
as well as the environment we operate in.

The Group has always endeavored to safeguard the welfare of its employees by recognising its employees
as an important asset. Occupational Safety and Health Programme have been established to provide a
safe and healthy workplace and environment for the employees and visitors.

Employees are also provided with the necessary training on an ongoing basis to further enhance their
skills and knowledge.

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 out their various activities.

The Group adheres strictly to all applicable environmental laws and regulations. Production processes are
being constantly monitored and upgraded to ensure compliance with any changes in the environmental
laws and regulations. Employees are encouraged to reduce wastage in operation and office resources at
all times. The Group is committed to seek continuous improvements in its operations to minimise any
negative impact on the environment.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)

ADDITIONAL COMPLIANCE INFORMATION

In compliance with the Bursa Securities Listing Requirements, the following additional information is
provided:-

(a) Recurrent Related Party Transactions (RRPT)


The Company did not have any recurrent related party transactions of revenue nature for the
financial year ended 30 April 2018.

(b) Utilisation of Proceeds


No proceeds were raised by the Company from any corporate proposal during the financial year..

(c) Deviation in Financial Results


There was no deviation between the results for the financial year and the unaudited results previously
announced.

(d) Audit and Non-audit Fees


The amount of audit and non-audit fees paid to external auditors and its affiliated company during
the financial year ended 30 April 2018 are as follows:

Group Company
RM RM
Audit fees 88,000 30,000
Non-audit fees 20,800 5,100

(e) Material Contracts


There were no material contracts outside the ordinary course of business, including 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.

(f) Revaluation Policy


There was no revaluation performed on all properties of the Group during the financial year.

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DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are required by the Companies Act 2016 to prepare financial statements for each financial
year which have been made out in accordance with the Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the provisions of the Companies Act 2016 in Malaysia and
to give a true and fair view of the financial position of the Group and of the Company at the end of the
financial year and of the financial performance and cash flows of the Group and of the Company for the
financial year then ended.

During the preparation of the financial statements for the financial year ended 30 April 2018, the Directors
have ensured that:

▪ The Group and the Company have used appropriate accounting policies which are consistently applied;

▪ Reasonable judgements and estimates that are prudent and reasonable have been made; and

▪ All applicable Malaysian Financial Reporting Standards and International Financial Reporting Standards
in Malaysia have been followed.

The accounting and other records required by the Act are properly kept and disclosed with reasonable
accuracy on the financial position of the Group and of the Company which enable them to ensure that the
financial statements comply with the Act.

The Directors have general responsibilities for taking such steps that are reasonably available to them to
safeguard the assets of the Group and of the Company 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 fraud.

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AUDIT COMMITTEE’S REPORT

The Audit Committee (Committee) adopted the terms of reference which is available at the Company’s
official website.

COMPOSITION OF MEMBERS

For the financial year ended 30 April 2018, the Committee comprised the following members:-

Chairman
Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director

Members
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
(Resigned on 24 October 2017)

ACTIVITIES OF THE COMMITTEE

The Committee met four times during the financial year ended 30 April 2018. The attendance of each
Committee member was as follows:

Total number of
Number of meetings
meetings held during
attended by Directors
the year
Ng Chet Chiang @ Ng Chat Choon 4 4
Abdul Rahim Bin Bunyamin 4 4
Datin Paduka Hjh. Aminah Binti Hashim 4 4
Datuk P. Venugopal A/L V. K. Menon 1 1
(Resigned on 24 October 2017)

The activities undertaken by the Audit Committee in the discharge of its duties and responsibilities for the
financial year under review included the following:

Financial Reporting

i. Reviewed the audited results and audited financial statements together with Directors’ and Auditors
Report prior to submission to the Board for their consideration and approval.

The audited financial statements were prepared in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act
2016 in Malaysia.

ii. Reviewed the Group’s unaudited quarterly reports and announcements before recommending them
for the Board’s consideration and approval.

The unaudited quarterly financial results for the first quarter ended 31 July 2017, second quarter
ended 31 October 2017, third quarter ended 31 January 2018, and fourth quarter ended 30 April
2018 were tabled at the meeting held on 24 August 2017, 28 December 2017, 28 March 2018, and 28
June 2018 respectively.

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AUDIT COMMITTEE’S REPORT (continued)

ACTIVITIES OF THE COMMITTEE (continued)

External Audit

i. Reviewed and recommended to the Board on the re-appointment of Messrs BDO as external auditors
for the next financial year.

ii. Reviewed and discussed with the external auditor on audit findings and outstanding matters.

iii. Review the external auditors’ audit planning memorandum which includes the audit engagement and
reporting responsibilities, audit approaches, areas of significant auditor attention, proposed audit
deliverable timelines and proposed statutory audit fees for the financial year ended 30 April 2018.

iv. Reviewed the competency and independence of external auditors for the year.

v. Met with the external auditors without the presence of any executive board members and
management personnel.

Internal Audit

i. Reviewed the methodology, approach, scope and frequency of the proposed internal audit plan for
the financial year ended 30 April 2018.

ii. Reviewed the internal audit reports which include the summary of internal audit results,
recommendations suggested by internal auditors, management’s response and follow-up actions
taken by management on such recommendations for the financial year.

The internal audit function of the Group is outsourced to an independent professional firm, NeedsBridge
Advisory Sdn Bhd, which reports directly to the Audit Committee. The internal audit function assists the
Board in assessing the adequacy and operating effectiveness of the internal control system established by
Management based on an agreed scope of work approved by the Audit Committee.

The activities carried out by the internal auditors for the financial year ended 30 April 2018 included the
following:

i. Prepared annual internal audit plan for Audit Committee’s review and approval;

ii. Assessed the adequacy and effectiveness of the governance, risk and control structures, compliance
with the Group’s policies and procedures based on approved internal audit plan;

iii. Proposed recommendation for the internal audit issues highlighted to the Audit Committee; and

iv. Provided status of formulation of respective management action plans in relation to the internal
audit findings for previous internal audit cycle conducted and its progress of implementation to the
Audit Committee

An overview on the details of internal audit function and state of risk management and internal control is
set out in the Statement on Risk Management and Internal Control on pages 24 to 29 of the Annual
Report.

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AUDIT COMMITTEE’S REPORT (continued)

ACTIVITIES OF THE COMMITTEE (continued)

Others

i. Reported to and updated the Board on significant issues and concerns discussed during the
Committee and where appropriate made the necessary recommendations to the Board; and

ii. Reviewed relevant information and statements prior to the Board’s approval for inclusion in the
Company’s annual report.

The statements include Corporate Governance Overview Statement, Statement on Risk Management
and Internal Control, Management Discussion and Analysis Statement, Director’s Responsibility
Statement, and Audit Committee Report.

iii. Discussed any other matters raised during the meeting.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTION

Pursuant to paragraph 15.26(b) and Practice Note 9 of the Bursa Malaysia Securities 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 Listed Issuers (“the Guidelines”) and the Malaysian Code
on Corporate Governance (“MCCG”), the Board of Directors (“the Board”) of Apollo Food Holdings Berhad
(“the Company”) (collectively with its subsidiaries, “the Group”) is pleased to present the statement on
the state of risk management and internal control of the Group for the financial year ended 30 April 2018
and up to the date of approval of this statement. The scope of this Statement includes the Company and
all operating subsidiaries.

BOARD RESPONSIBILITY

The Board affirms its overall responsibility for maintaining a sound risk management and internal control
system and for reviewing their adequacy and effectiveness so as to safeguard all its stakeholders’ interests
and protecting the Group’s assets. The system of internal controls includes, inter-alia, risk assessment as
well as financial, operational, environmental and compliance controls. The Board is responsible to
determine the acceptable risk tolerance and appetite of the Group as well as to articulate and implement
risk management and internal control system. The Board delegates the duty of identification, assessment
and management of key business risks to the Executive Chairman and Senior Management and its review
role to the Audit Committee, through terms of reference approved by the Board, in order to provide
assurance to the Board on the adequacy and effectiveness of risk management and internal control
system of the Group.

However, in view of the limitations that are inherent in 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 system 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 managing significant risks
faced by the Group during the financial year under review. The Board, via the Risk Management
Committee established by the Executive Chairman and Senior Management, had put in place structured
Risk Management Policy and internal control system in order to manage key business risks faced by the
Group adequately and effectively. The responsibility for the identification, evaluation and management of
the key business risks is delegated to the Executive Chairman and Senior Management and executed by
the Risk Management Committee, led by Technical Director.

The Risk Management Policy defines the risk management processes to be employed and reporting
structure of Risk Management Committee. The systematic risk management process as defined in the Risk
Management Policy is employed by the Risk Management Committee for risk identification, risk
assessment, control identification, risk treatment and control activities. Risk assessment, at gross and
residual level, is guided by the likelihood rating and impact rating established based on the risk tolerance
and appetite established in the Risk Management Policy. Based on the risk management process, Risk
Sheets were compiled by the Risk Management Committee and reviewed by the Executive Chairman, with
the relevant key risks identified rated based on the agreed upon risk rating. The Risk Sheets are used for
the identification of high residual risks which are above the risk tolerance and appetite of the Group that
requires the Risk Management Committee and the Board’s immediate attention and risk treatment as well
as for future risk monitoring.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (continued)

RISK MANAGEMENT (continued)

As an important risk monitoring mechanism, the Risk Management Committee review the Risk Sheets and
assessment of emerging risks identified on an annual basis or on more frequent basis (if circumstances
required). During the financial year under review, the Risk Management Committee conducted a review
and assessment exercise whereby existing key business risks were reviewed with emerging risks identified
assessed and incorporated into the Risk Sheets for on-going risk monitoring and assessment. The
proceeding of the meeting of the Risk Management Committee was documented in the minutes of
meeting. The Risks Sheets was subjected to review by the Executive Chairman.

The Group’s risk management is embedded into key processes at all level of organisation structure
whereby respective head of departments (as risk owners) are delegated with the responsibility to
continuously identify, evaluate and manage the existing and emerging risks, resulting from changes to
internal and external environment, faced by the Group under their scope of responsibility by formulating
and implementing adequate internal control to manage the risk exposure identified. Changes in the key
operational risks or emergence of new key business risks are identified through daily operational
management and controls and review of financial and operational reports by respective level of
Management generated by internal management information system supplemented by external data and
information collected. Respective risk owners are responsible to assess the changes to the existing
operational risks and emerging risks and to formulate and implement effective controls to manage the
risks. Critical and material risks are highlighted to the Executive Chairman for the final decision on the
formulation and implementation of effective internal controls.

The Executive Directors manage key business risks faced by the Group through constant communication
among themselves and with respective head of departments 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, if
any.

At strategic level, business strategies with risks consideration are formulated by the Executive Directors
and presented to the Board for review and deliberation to ensure proposed plans and strategies are in line
with the Group’s risk tolerance and appetite. In addition, specific strategic and key operational risks are
highlighted and deliberated by the Audit Committee and the Board during the review of the financial
performance of the Group in the scheduled meetings.

During the financial year under review, the internal audit function conducted a review of the adequacy
and effectiveness of the Risk Management Policy based on the instruction from the Audit Committee. The
results of the review and areas of improvement on the risk management policy and process implemented
with management action plans formulated by the Risk Management Committee were reported to the
Audit Committee for review and to determine its adequacy and effectiveness in the context of the Group’s
business and operations.

The monitoring of the risk management by the Group is enhanced by the internal audits carried out by the
internal audit function with specific audit objectives and business risks identified for each internal audit
cycles based on the internal plan approved by the Audit Committee.

The Group had practised the above process for the financial year under review and up to the date of
approval of this statement.

Please refer to the “Risk Overview” of the Management Discussion and Analysis for the significant risks
faced by the Group and the mitigation plans implemented.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (continued)

INTERNAL CONTROL SYSTEM

The key features of the Group’s internal control system are described below:

• Board of Directors/Board Committees

Board Committees (i.e. Audit Committee, Remuneration Committee and Nomination Committee)
had been established by the Board to carry out duties and responsibilities delegated by the Board,
governed by written terms of reference.

Meetings of Board of Directors and respective Board Committees are carried out on scheduled basis
to review the performance of the Group, from financial and operational perspective, and to carry out
its fiduciary duties. Potential business strategies are proposed by the Executive Directors for the
Board’s review and approval, after taking into consideration risk and responses.

• Integrity and Ethical Value

The tone from the top on integrity and ethical value are enshrined in formal Code of Conduct
established and approved by the Board. This formal code forms the foundation of integrity and
ethical value for the Group.

Integrity and ethical values expected from the employees are incorporated in the Employees
Handbook whereby the ethical behaviour and proper conduct expected from employees to carry out
their duties and responsibilities assigned is established and formalised.

• Organisation Structure and Authorisation Procedure

The Group has a formal organisation structure in place to ensure appropriate level of authority and
delegation of responsibilities to competent staff in achieving operational effectiveness and efficiency.

• Policy and Procedure

The Group has documented policies and procedures that are periodically reviewed and updated to
ensure its relevance to regulate key operations in compliance with its International Organisation for
Standardisation (“ISO”) certification and Good Manufacturing Practice (“GMP”) certification.

• Employee Handbook

Guidelines on the human resource management are in place to ensure the Group’s ability to operate
in an effective and efficient manner by employing and retaining adequate competent employees
possessing necessary knowledge, skill and experience in order to carry out their duties and
responsibilities assigned effectively and efficiently.

Performance evaluations are carried out for all levels of staff to identify performance gaps, for
training needs identification and talent development.

• Information and Communication

At operational levels, clear reporting lines are established across the Group and operation and
management reports are prepared for dissemination to relevant personnel for effective
communication of critical Information throughout the Group for timely decision-making and
execution in pursuit of the business objectives. Matters that require the Board and Senior
Management’s attention are highlighted for review, deliberation and decision.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (continued)

INTERNAL CONTROL SYSTEM (continued)

• Information and Communication (continued)

The Group puts in place effective and efficient information and communication infrastructures and
channels, i.e. computerized systems, secured intranet, electronic mail system and modern
telecommunication, so that operation data and management information can be communicated
timely and securely to dedicated personnel within the Group for decision making. Apart from that,
relevant financial and management reports are generated for different levels of the organization
structure for review and decision making. The management and board meetings are held for
effective two-way communication of information at different level of management and the Board.

• Monitoring and Review

Executive Directors are closely and directly involved in operations and regular reviews the
operational data including production, marketing and financial data. Regular management meetings,
supported by operation and financial reports (including key indicators) prepared by respective
departments, are held to assess the Group’s performance and risks factors in order to formulate and
implement mitigating controls.

Apart from the above, the quarterly financial performance review containing key financial results and
previous corresponding financial results are presented to the Board for their review.

Internal quality audits are carried out for the purpose of compliance with ISO22000:2005 Food
Safety Management System and GMP certification by in-house independent personnel to provide
assurance of compliance with established ISO and GMP procedures and the monitoring of
compliance with relevant laws and regulations by relevant regulatory bodies on specific areas of
safety, health and environment.

INTERNAL AUDIT

The review of the adequacy and effectiveness of the Group’s risk management and internal control system
is outsourced to an independent professional firm, NeedsBridge Advisory Sdn Bhd, who, through the Audit
Committee, provides the Board with much of the assurance it requires in respect of the adequacy and
effectiveness of the Group’s system on the risk management and internal control.

The outsourced internal audit function is reporting to the Audit Committee directly. The appointment and
resignation of the internal audit function as well as the scope of works together with proposed audit fees
are subject to review and approval by the Audit Committee for its reporting to the Board for ultimate
approval. To preserve the independence and objectivity, the outsourced internal audit function is not
permitted to act on behalf of Management, decide and implement management action plan, perform on-
going internal control monitoring activities (except for follow up on progress of action plan
implementation), authorize and execute transactions, prepare source documents on transactions, have
custody of assets or act in any capacity equivalent to a member of the Management or the employee. The
outsourced internal audit function is accorded unrestricted access to all functions, records, property,
personnel, Audit Committee and other specialized services from within or outside the Group and
necessary assistance of personnel in units of the Group where they perform audits.

The engagement director of the outsourced internal audit function, Mr. Pang Nam Ming, is a Certified
Internal Auditor accredited by the Institute of Internal Auditors Global and a professional member of the
Institute of Internal Auditors Malaysia. The internal audits are carried out, in material aspects, in
accordance with the International Professional Practices Framework established by the Institute of
Internal Auditors Global. The outsourced internal audit function is manned by one (1) engagement
director, three (3) managers/assistant manager and five (5) senior consultants/consultants during the
financial year under review.
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (continued)

INTERNAL AUDIT (continued)

Based on the review of the works performed and deliverables by the outsourced internal audit function
during the financial year, the Audit Committee and the Board are satisfied:

• that the outsourced internal audit function is free from any relationships or conflicts of interest
which could impair their objectivity and independence;

• with the scope of the outsourced internal audit function;

• that the outsourced internal audit function possesses relevant experience, knowledge, competency
and authority to discharge its functions effectively, possesses sufficient resources and has
unrestricted access to employees and information for the internal audit activities; and

• with the internal audit plan, processes, the results of the internal audit plan, processes or
investigation undertaken

Risk-based internal audit plan in respect of financial year ended 30 April 2018 was recommended by the
outsourced internal audit function, after taking into consideration existing and emergent key business
risks identified in the Risk Sheets of the Group, the Executive Directors’ opinion and previous internal
audits performed in the context of audit universe of the Group, and was reviewed and approved by the
Audit Committee prior to execution. Each internal audit cycles within the internal audit plan are specific
with regard to audit objective, key risks to be assessed and scopes of the internal control review.

The internal control review procedures performed by the outsourced internal audit function are designed
to understand, document and evaluate risks and related controls to determine the adequacy and
effectiveness of governance, risk and control structures and processes and to formulate recommendations
for improvement thereon. The internal audit procedures applied principally consisted of process
evaluations through interviews with relevant personnel involved in the process under review, review of
the Standard Operating Procedures and/or process flows provided and observations of the functioning of
processes in compliance with results of interviews and/or documented Standard Operating Procedures
and/or process flows. Thereafter, testing of controls for the respective audit areas through the review of
the samples selected based on sample sizes calculated in accordance to predetermined formulation,
subject to the nature of testing and verification of the samples.

During financial year ended 30 April 2018, the outsourced internal audit function has conducted review
for credit control management, pricing development, salesmen’s performance, sales order processing,
cash flow management, receipt and payment processing, physical cash management, foreign currency
management and insurance coverage for key subsidiary based in Malaysia based on the internal plan
approved by the Audit Committee.

Upon the completion of the individual internal audit field works during the financial year, the internal
audit reports were presented to the Audit Committee during its scheduled meetings. During the
presentation, the internal audit findings and recommendations as well as management response and
action plans are presented and deliberated with the members of the Audit Committee. Update on the
status of action plans as identified in the previous internal audit report are presented at subsequent Audit
Committee meeting for review and deliberation.

The cost incurred in maintaining the outsourced internal audit function for the financial year ended 30
April 2018 amounted to RM 46,733.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (continued)

ASSURANCE PROVIDED BY EXECUTIVE DIRECTORS

During the meeting of Board of Directors in the financial year under review, the performance of the Group
was reviewed and deliberated by the Board, including, but not limited to, the adequacy and effectiveness
of risk management and internal control system in relation to the strategic objectives of the Group.

In line with the guidelines, the Executive Chairman, being the highest ranking executive in the Company
and the person primarily responsible for the management of the financial affairs of the Company, together
with the Managing Director, has provided assurance to the Board that the Group’s risk management and
internal control system operated adequately and effectively, in all material aspects, to meet the Group’s
objectives during the financial year under review.

OPINION AND CONCLUSION

Based on the review of the risk management policy and process, results of the internal audit activities,
monitoring and review mechanism stipulated above and assurance provided by the Executive Chairman
and Managing Director, the Board is of the opinion that the risk management and internal control systems
are satisfactory and have not resulted in any material losses, contingencies or uncertainties that would
require disclosure in the Group’s annual report. The Board continues to take pertinent measures to
sustain and, where required, to improve the Group’s risk management and internal control systems in
meeting the Group’s strategic objectives.

The Board is committed towards maintaining an effective risk management and internal control system
throughout the Group and where necessary put in place appropriate plans to further enhance the Group’s
systems of internal control. Notwithstanding this, the Board will continue to evaluate and manage the
significant business risks faced by the Group in order to meet its business objectives in the current and
challenging business environment.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

Pursuant to paragraph 15.23 of the Listing Requirements, the External Auditors have reviewed this Risk
Management and Internal Control Statement. Their review was performed in accordance with Audit and
Assurance Practice Guide 3: Guidance for Auditors on Engagements to Report on the Statement on Risk
Management and Internal Control included in the Annual Report, issued by the Malaysia Institute of
Accountants. Based on their review, nothing has come to their attention that causes them to believe this
Statement is not prepared, in all material aspects, in accordance with the disclosures required by
paragraph 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors
of Public Listed Companies to be set out, nor is factually incorrect.

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PROFILE OF DIRECTORS

Liang Chiang Heng


68 years of age, Male, Singaporean
Executive Chairman

Mr. Liang Chiang Heng was appointed as Managing Director on 20 March 1996 and Executive Chairman on
21 July 1998. He joined Apollo Group since 1979 and the Group’s business has grown and expanded within
the short period of time under his leadership.

Mr. Liang Chiang Heng was awarded an Honorary PhD in Business Administration from the Wisconsin
International University. He currently sits on the Board of several private companies.

Liang Kim Poh


57 years of age, Male, Singaporean
Managing Director

Mr. Liang Kim Poh was appointed as an alternate director on 20 March 1996 and subsequently to the
Board on 21 July 1998. Presently, he was appointed as Managing Director on 28 December 2017. He also
sits on the Board of several private companies.

Datuk Shireen Ann Zaharah Binti Muhiudeen


52 Years of age, Female, Malaysian
Non-Independent Non-Executive Director

Datuk Shireen Ann Zaharah Binti Muhiudeen was appointed to the Board on 29 January 2018.

Datuk Shireen obtained Bachelor of Science in Business Administration - International Business from
Marshall School of Business, University of Southern California, U.S.A. and Master of Business
Administration, from Loyola Marymount University, California, U.S.A. She is the Founder, Managing
Director and Principal Fund Manager of Corston-Smith Asset Management. Prior to Corston-Smith, Datuk
was the Chief Executive Officer of AIG Investment Corporation. She has more than 25 years experience in
managing funds.

She is also an Independent Non-Executive Director of AMMB Holdings Berhad since 30 June 2016.

Datin Paduka Hjh. Aminah Binti Hashim


70 years of age, Female, Malaysian
Independent Non-Executive Director

Datin Paduka Hjh. Aminah was appointed to the Board on 31 October 2006. She is a member of the Audit,
Remuneration and Nomination Committees.

Datin Paduka Hjh. Aminah graduated with Bachelor of Arts (Economics) from University of Malaya. She
provided her services from 1972 to 2003 by serving and holding different job positions in various Johor
State Government Department. Those departments include The Johor State Secretary Office, Batu Pahat
Land Office, Batu Pahat Local Council Office, Johor State Treasury Office, Johor State Islamic Development
Corporation, and Johor Lands and Mines Office. Her last post was being the Director General of Lands and
Mines at Johor Lands and Mines Office in 2003. Datin is also a committee member of Puspanita Johor,
Pemadam Johor, and Mawar Johor. She currently sits on the Board of a private company.

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PROFILE OF DIRECTORS (continued)

Foo Swee Eng


61 Years of age, Female, Malaysian
Independent Non-Executive Director

Ms Foo Swee Eng was appointed to the Board on 29 January 2018. She is also appointed as member of
Audit Committee, a member of Remuneration Committee and a member of Nomination Committee on 28
June 2018.

Ms Foo is a Fellow Member of the Association of Chartered Certified Accountants (FCCA,UK) and a
Chartered Accountant of the Malaysian Institute of Accountants (CA(M)). She is also a member of
Chartered Tax Institute of Malaysia (ACTIM). She started her accountancy career with an accounting firm
in 1977 and is currently a partner of Reanda LLKG International, Chartered Accountants and a director of
K-Konsult Taxation (JB) Sdn Bhd.

Halid Bin Hasbullah


62 Years of age, Male, Malaysian
Independent Non-Executive Director

En Halid Bin Hasbullah was appointed to the Board on 27 August 2018.

He obtained his Master of Business Administration from UNISEL Graduate School of Management (USGM),
UNISEL in year 2005 to 2007 and was a Bachelor of Business Administration in year 1992 to 1989 from
International Islamic University Malaysia. He is also a Chartered Member (CMILT) of the Chartered
Institute of Logistic and Transport, UK.

He holds various key positions and capacities as Managing Director/Chief Executive Officer, Chief
Operating Officer, General Manager and Consultant. He was exposed and involved in decision making
process, strategic planning and maximize wealth of the shareholders.

He started his career in the banking sector followed by cooperative movement, healthcare, education,
microfinance industry and current, in the area of human talent.

Ng Chet Chiang @ Ng Chat Choon


69 years of age, Male, Malaysian
Independent Non-Executive Director

Mr. Ng Chet Chiang @ Ng Chat Choon was appointed to the Board on 20 March 1996. He was appointed
as Chairman of the Audit Committee on 9 May 1996. He is also a member of the Remuneration and
Nomination Committees.

Mr. Ng Chet Chiang @ Ng Chat Choon is an associate member of Malaysian Institute of Taxation. He was a
licensed company secretary. He started his career as a tax officer with the Inland Revenue Board before
setting up his own tax and secretarial practices in 1982. He currently sits on the Board of several private
companies.

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PROFILE OF DIRECTORS (continued)

Abdul Rahim Bin Bunyamin


65 years of age, Male, Malaysian
Independent Non-Executive Director

Mr. Abdul Rahim was appointed to the Board on 14 December 2001. He is a member of the Audit,
Remuneration and Nomination Committees.

Mr. Abdul Rahim is a fellow Member of The Association of Chartered Certified Accountants, UK (ACCA). He
has extensive working experiences in the field of corporate finance, having been attached with a reputable
merchant bank and he also sits on the board of several locally and oversea incorporated companies.

OTHER INFORMATION

• Family Relationship

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.

• Directors’ Shareholding

The Directors’ interests in the shares of the Company as at 31 July 2018 are shown on page 116.

• List of Convictions of Offence

None of the Directors have been convicted of any offences within the past 5 years other than traffic
offences, if any.

• Conflict of Interest

None of the Directors have any conflict of interest with the Company.

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PROFILE OF KEY SENIOR MANAGEMENT

Liang Kim Tee


64 Years of age, Male, Singaporean
Production Director of Apollo Food Industries (M) Sdn Bhd

Mr. Liang Kim Tee joined Apollo Food Industries (M) Sdn Bhd, a wholly owned subsidiary company, as
Production Director on 4 January 1997. He has more than 17 years of related working experience prior to
joining the Company.

He is the brother of Mr Liang Chiang Heng (Executive Chairman) and Mr Liang Kim Poh (Managing
Director) and uncle of Mr Liang Thong Guan. Mr Liang Kim Tee does not have any conflict of interest with
the Company.

Liang Thong Guan


38 Years of age, Male, Singaporean
Technical Director of Apollo Food Industries (M) Sdn Bhd

Mr. Liang Thong Guan joined Apollo Food Industries (M) Sdn Bhd, a wholly owned subsidiary company, as
Technical Director on 4 March 2013. He has more than 8 years of related working experience prior to
joining the Company.

He is the son of Mr Liang Chiang Heng (Executive Chairman) and nephew of Mr Liang Kim Poh (Managing
Director) and Mr Liang Kim Tee (Production Director). Mr Liang Thong Guan does not have any conflict of
interest with the Company.

Tan Sew Eng


49 Years of age, Female, Malaysian
Senior Accountant of Apollo Food Industries (M) Sdn Bhd

Ms Tan Sew Eng joined Apollo Food Industries (M) Sdn Bhd, a wholly owned subsidiary company, as Senior
Accountant on 15 June 2015. She is a member of Certified Practising Accountant, Australia and Malaysian
Institute of Accountants (MIA). She has more than 23 years of related working experience prior to joining
the Company.

She does not have any family relationship with any director or major shareholder of the company, nor
does she have any conflict of interest with the company.

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MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW OF THE GROUP’S BUSINESS AND OBJECTIVES

Apollo Food Holdings Berhad is principally an investment holding company and currently it has two wholly
owned subsidiaries as below:

(i) Apollo Food Industries (M) Sdn Bhd is principally engaged in manufacturing and distributing
compound chocolates, chocolate confectionery products and layer cakes in both local & overseas
markets.

(ii) Hap Huat Food Industries Sdn Bhd is principally engaged in investment holding.

Over the years, the Group has established itself as one of the leading manufacturer of chocolate
confectionery products and layer cakes in Malaysia.

The aim of the Group is to always fulfil the customer needs and requirements by using the latest
equipments and technology. In order to achieve the aim, the Group uses only the finest natural
ingredients sourced from a select panel of suppliers and employs state-of-art technology in manufacturing
its products.

The Group firmly believes that quality sells. Holding this belief, the Group strives to ensure that following
principles are taken to improve its market position:

• Implement and maintain quality management system and continually improve its effectiveness
• Produce products with top quality of raw and packaging materials
• Use world class wafer and layer cake manufacturing machinery from Europe and constantly
upgrade to improve the quality and competitiveness
• Enhance customer satisfaction by meeting customer requirements
• Recognize customers’ needs by introducing individual packaging
• Implement quality assurance procedures such as HALAL and ISO accreditation

FINANCIAL PERFORMANCE

Revenue

The Group registered a turnover of RM190.82 million for the financial year ended 30 April 2018, a slight
decrease of 8.66% as compared to RM208.92 million in previous financial year ended 30 April 2017. 68%
of the turnover was contributed by local market and there were no material changes on the sales
proportion from previous financial year. During the financial year, the Group encountered limited labour
resources in running production activities to fulfil sales orders placed by both local and export customers.
As a consequence, sales to export markets were lower.

Profit for the Financial Year

The profit after taxation had decreased by 37.91% to RM11.07 million from RM17.83 million as recorded
in the previous financial year. Although there was slight improvement by 0.76% from 20.34% to 21.10% in
current financial year’s profit margin, the other fixed operating costs did not decrease in line with the
decrease in revenue. For instance, staff remuneration and staff related expenses had increased by 8.31%
from previous financial year due to annual salary increment arise from performance appraisal.
Furthermore, the strengthening of Ringgit Malaysia against foreign currency such as US Dollars had also
contributed to the decrease in profit after taxation. The Group had incurred foreign exchange losses
instead of gain as compared to last financial year.

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MANAGEMENT DISCUSSION AND ANALYSIS (continued)

Profit for the Financial Year (continued)

Due to above reasons, the Group’s earning per share had decreased from 22.29 sen to 13.84 sen over the
financial year.

Financial Position

Total assets had decreased from RM276.66 million as at last financial year end to RM263.53 million as at
current financial year end. A decrease of RM16.39 million in total current assets was mainly contributed
by the decrease in cash and trade receivables by RM7.66 million and RM7.77 million. Both cash held on
hand and cash collected from customers were later used for additional investment in quoted shares,
payments for suppliers, and dividend payouts during the financial year.

Total liabilities had decreased by RM3.49 million while the Group’s equity had decreased by RM9.63
million from previous financial year end. Net asset per share had reduced from RM3.17 to RM3.05 as at
end of the current financial year.

RISK OVERVIEW

The Group is currently facing a few risk factors that might affect the Group’s profitability. Those risks
include the following:

(i) Labour Shortages

The Group is currently experiencing labour shortages for its production activities, especially on end
packaging causing the Group to face certain difficulties in meeting the production deadline. In order to
reduce the negative impact arising from this issue, the Group is planning to have automated machineries
to reduce high labour reliance in end packaging.

(ii) Fluctuation of Raw Materials’ Prices

The fluctuation of raw materials’ prices will have an impact on the Group’s profitability. The Group has
taken steps in reducing the risk of price fluctuation by negotiating better terms with suppliers. Under the
supervision of the Directors, Procurement Department monitors the prices closely and assures that the
quality of materials is not compromised in line with lower purchase price.

(iii) Fluctuation of Foreign Currency Exchange Rate

Significant fluctuation of foreign currency exchange rate will impact the Group’s cash flow movement and
profitability. The movement of the foreign currency exchange rate is closely monitored by the Group’s
management.

(iv) Changes in Consumer’s Preferences

In this new era, consumers tend to consume healthy foods as compared to the olden days. The Group is
aware of the shift in consumer preferences and understand that consumers nowadays prefer to consume
healthier products with less sugar and sweetness. The Group will assess the risk and consider whether to
produce more healthier products in the near future to prevent potential loss of health-conscious
customers.

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MANAGEMENT DISCUSSION AND ANALYSIS (continued)

RISK OVERVIEW (continued)

(v) Quality of the Products

Deterioration in quality of the product would bring negative impact to the Group’s public image and
reputation. To prevent this from happening, the Group has implemented quality management systems
and quality assurance procedures via HALAL and ISO accreditation. The Group also purchases top quality
raw materials from reputable and reliable suppliers.

OPERATION REVIEW

The pre-requisites for the Group to remain competitive in this challenging market environment include
continuous improvement in the Group's production planning, application of stringent quality control on
the products manufactured. The Group also invests in the newer and modern production machineries.

During the year, the Group has obtained approval from the Johor Government in extending one of its
leasehold land titles situated at Larkin Industrial Area. This indicates that the Group is moving a step
forward to achieve one of its plans - to own an automated robotic factory in the near future. The Group’s
management plan to fully automate certain of its production line as its initial step. If the automation is
proven to be efficient, the Group will continue its next step to fully automate the remaining production
line. Simultaneously, the Group needs to provide internal training for its staff on technical know-how in
using, operating and maintaining the automated machines.

BUSINESS PROSPECT

The Malaysian economy has remained resilient in this financial year. Despite the political unrest in certain
regions and the slowing of growth in the emerging markets, the markets in which the Group operates
remain relatively stable.

In view of inflation on key raw material prices and the volatility of Ringgit Malaysia against foreign
currencies, raw material prices are expected to be unstable in the forthcoming year. Coupled with the
uncertainties in the global economy, the Group expects that the forthcoming year will become tougher
and challenging. In order to maintain its profitability, the Group will focus its efforts to closely monitor the
prices of raw materials and to review its business strategies when deem necessary.

The Board is confident of improving the Group’s financial performance under the prevailing challenging
business environment. The Group will strive to ensure that it continues to achieve satisfactory results by
implementing prudent measures and improving operational efficiency so as to sustain the current margin
without compromising the products’ quality. To improve its stream of revenue, the Group will put more
efforts in focusing and enhancing its brands recognition and products portfolio profile for new business
opportunities.

DIVIDEND POLICY

The Board of Directors recommend a first and final dividend of 20 sen under the single tier system (tax
exempt) for the financial year ended 30 April 2018. The dividend rate will subject to the shareholders’
approval at the forthcoming Annual General Meeting to be held on 30 October 2018. The dividend will be
paid on 9 January 2019 once it is approved.

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SUSTAINABILITY STATEMENT

INTRODUCTION

The Board recognises the importance of the sustainability reporting and the impacts of its business have
on the economy, environment, and society (“EES”). In pursuant with the Practice Note 9 of the Bursa
Malaysia Securities Berhad Main Market Listing Requirements, the sustainability statement is prepared to
enable stakeholders to have a clear understanding of the EES risks and opportunities that are material to
the Group’s business.

SUSTAINABILITY GOVERNANCE STRUCTURE

The Board currently is still working on the set up of sustainability frameworks and policies. In view of the
importance of sustainability reporting, the Board has communicated to the Group’s risk management
team and seeks their attention in managing the sustainability matters.

Based on the key risk register maintained by the risk management team, material sustainability matters
are identified and highlighted to the Audit Committee. The Board is primarily responsible for providing
oversight and review to the Group’s sustainability performance and reporting.

SCOPE OF THE STATEMENT

The sustainability statement covers the Group’s operating business which is situated in Larkin Industrial
Area.

MATERIAL SUSTAINABILITY MATTERS

Few material sustainability matters are identified and categorised as below:

Sustainability Aspect Material Sustainability Matters


Economic Labour shortage
Environmental Water consumption
Quality of raw and packaging materials
Waste management
Social Workplace diversity
Training and development
Workplace safety
Food safety

(i) Economic Sustainability

Labour shortage

Labour shortage is one of the material sustainability issues that will affect the Group’s production and
business activities. The Group always encounters difficulty in getting more workers to run and operate
its production activities in these recent years. Without sufficient labour resources, the Group is
unable to provide and deliver products on time to its customers. As a consequence, the risk of losing
customers to the competitor will become higher. In order to manage this sustainability issue, the
Group is planning to have a fully automated factory in the near future so that high reliance on labour
resources in running the production activities can be reduced.

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SUSTAINABILITY STATEMENT (continued)

MATERIAL SUSTAINABILITY MATTERS (continued)

(ii) Environmental Sustainability

Water consumption

Water is an important element for food industry in processing consumable goods. Poor water quality
will affect the quality of end products produced by the factory. To prevent this from happening, the
Group has installed water filtration system to maintain the quality of water use in foods processing.
Regular cleaning of filter is required and performed by technicians. Water samples will be collected
and sent to private lab regularly for testing.

As water is one of the scarce resources in the world, the Group is concerned on the volume of water
consumed for production. Data of water usage is collected and monitored closely by the Group’s
management to prevent water wastage.

Quality of raw and packaging materials

The quality of raw and packaging materials will affect the quality of goods produced. Low quality of
raw materials will affect the taste of wafers and layer cakes while low quality of packaging materials
will affect the freshness of wafers and layer cakes. Hence, quality control inspection is implemented
to assure that the quality of raw and packaging materials are there. The quality control department
will report to purchasing department if there is any non-conformance of raw and packaging materials.
Those non-conformance raw and packaging materials will then communicate and return to the
supplier.

Waste management

Food wastes such as wafer powders and cake powders will be generated along the cooking and
baking process. Instead of throwing it away, the Group has recycled and sold those foods wastes to
external party who need it for animal feeds. The Group also plays its role well in protecting
environment via reselling waste plastics, used egg trays, cartons, pallets, waste papers, sugar bags,
and drums to scrap seller for recycle purpose.

(iii) Social Sustainability

Workplace diversity

The Group promotes workplace diversity via gender, age group, and ethnicity as the Group believes
that diversity will bring in more talents, skills, and experiences. All employees has the same
opportunities in performing their daily duties and subject to equal chances for job progression or
promotion. Every employee subjects to annual performance appraisal regardless of their background,
age group, gender, and position. The Group strives to maintain a balance workforce as employees are
more likely to feel comfortable in an environment where inclusivity is a priority. Age and gender
discrimination is not allowed as discrimination will bring negative impact towards employee’s morale
and team spirit.

Training and development

Human resources are the most important assets of an organization. The Group recognises the
important of human resources and allows its employees to develop their skills and knowledge via
various trainings provided. Without updated skills and knowledge, the workers will not have the
capability to run those machineries according to the planned schedule. Without appropriate talents
and competencies, the Group is unable to run its daily business activities.

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SUSTAINABILITY STATEMENT (continued)

MATERIAL SUSTAINABILITY MATTERS (continued)

(iv) Social Sustainability (continued)

Training and development (continued)

Therefore, the Group encourages its employees to seek training opportunities voluntarily and learn
new knowledge which can enhance the Group’s daily operating activities. The head of department
has to alert themselves whenever there is a need to update their staffs on the latest information in
their respective fields. Human capital development has become part of the Group’s strategy.

Workplace safety

No one would like to stay at a workplace that would endanger his/her life. As such, health and safety
officer plays important role in creating a working environment that is safe from hazards. Various
safety practices and guidelines are existed and implemented by the health and safety officer to
ensure workers work in a safe environment. Below are some of the practices monitored by the health
and safety officer.

• Water sprinkler system has installed and done by external fire contractor.
• Selected employees attended fire-fighting course which was conducted by fireman.
• Exit sign and evacuation plan is in place in the factory.
• Hazard and warning lights are in place for precaution purpose.
• The use of ear plug is enforced in order to protect operators from excessive noise exposure.
Noise monitoring test and audiometric test has been conducted annually as per Occupational
Safety and Health Malaysia’s requirement.
• Safety driving practices and procedures are implemented in the factory.

Food safety

Food safety refers to handling, preparing, and storing of foods in ways that prevent foodborne illness.
The Group is very concerned on this sustainability matters as poor food safety will bring negative
image to the Group’s public image. Principles such as properly cleaning the utensils and equipments,
maintaining high level of hygiene behaviour, storing raw and packaging materials in appropriate
temperature and environment, and implementing pest control have been undertaken by the Group
years ago.

In order to assure the quality of the foods is safe to consume by consumers, the Group has obtained
ISO22000 Food Safety for its layer cakes production and GMP Codex Alimentarius: General Principles
of Food Hygiene for its manufacturing of compound chocolate wafer products. The Group has also
obtained HALAL certifications for all of its products produced. To assure the quality of foods export to
foreign country, the Group has also complied with Indonesia’s HALAL requirement. Internal audits will
be conducted few times in a year to ensure the products quality are assured and complied with ISO
and HALAL requirements.

39
APOLLO FOOD HOLDINGS BERHAD (291471-M)
INCORPORATED IN MALAYSIA

FINANCIAL STATEMENTS CONTENTS


ANNUAL REPORT 2018

41 DIRECTORS’ REPORT

47 STATEMENT BY DIRECTORS

47 STATUTORY DECLARATION

48 INDEPENDENT AUDITORS’ REPORT

55 STATEMENTS OF FINANCIAL POSITION

57 STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

58 STATEMENTS OF CHANGES IN EQUITY

60 STATEMENTS OF CASH FLOWS

62 NOTES TO THE FINANCIAL STATEMENTS


APOLLO FOOD HOLDINGS BERHAD (291471-M) 41

ANNUAL REPORT 2018

DIRECTORS’ REPORT

The Directors have pleasure in submitting their report and the audited financial statements of the Group and
of the Company for the financial year ended 30 April 2018.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding and provision of management services to
subsidiaries. The principal activities of the subsidiaries are set out in Note 10 to the financial statements.

RESULTS
Group Company
RM RM

Profit for the financial year 11,071,841 16,166,632

Profit attributable to owners of the parent 11,071,841 16,166,632

DIVIDEND

Dividend paid, declared or proposed by the Company since the end of the previous financial year was as
follows:

RM

In respect of the financial year ended 30 April 2017:


Final single tier dividend of 25 sen per ordinary share, paid on 9 January 2018 20,000,000

The Directors proposed a final single tier dividend of 20 sen per ordinary share, amounting to RM16,000,000
in respect of the financial year ended 30 April 2018, which is subject to the approval of members at the
forthcoming Annual General Meeting.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year.

ISSUE OF SHARES AND DEBENTURES

There were no new issues of shares or debentures during the financial year.

OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued ordinary shares of the Company during the
financial year.

41
APOLLO FOOD HOLDINGS BERHAD (291471-M) 42

ANNUAL REPORT 2018

DIRECTORS’ REPORT (continued)

DIRECTORS

The Directors who have held office since the date of the last report are as follows:

Apollo Food Holdings Berhad

Liang Chiang Heng


Liang Kim Poh
Ng Chet Chiang @ Ng Chat Choon
Abdul Rahim Bin Bunyamin
Datin Paduka Hjh. Aminah Binti Hashim
Foo Swee Eng (Appointed on 29 January 2018)
Datuk Shireen Ann Zaharah Binti Muhiudeen (Appointed on 29 January 2018)
Halid Bin Hasbullah (Appointed on 27 August 2018)
Datuk P. Venugopal A/L V.K. Menon (Resigned on 24 October 2017)

Subsidiaries of Apollo Food Holdings Berhad

Liang Chiang Heng


Liang Kim Poh
Ng Chet Chiang @ Ng Chat Choon
Abdul Rahim Bin Bunyamin
Liang Kim Tee
Liang Thong Guan

DIRECTORS’ INTERESTS

The Directors holding office at the end of the financial year and their beneficial interests in the ordinary
shares of the Company and of its related corporations during the financial year ended 30 April 2018 as
recorded in the Register of Directors’ Shareholdings kept by the Company under Section 59 of the Companies
Act 2016 in Malaysia were as follows:

[---------------------Number of ordinary shares---------------------]


Balance as at Balance as at
1.5.2017 Bought Sold 30.4.2018
Shares in the Company
Direct interests:
Liang Chiang Heng 254,600 201,600 - 456,200
Liang Kim Poh 225,000 - - 225,000
Ng Chet Chiang @ Ng Chat Choon 20,000 - - 20,000
Abdul Rahim Bin Bunyamin 17,000 - (17,000) -

Indirect interests:
Liang Chiang Heng 41,048,415 - - 41,048,415
Liang Kim Poh 41,048,415 - - 41,048,415

42
APOLLO FOOD HOLDINGS BERHAD (291471-M) 43

ANNUAL REPORT 2018

DIRECTORS’ REPORT (continued)

DIRECTORS’ INTERESTS (continued)

[---------------------Number of ordinary shares---------------------]


Balance as at Balance as at
1.5.2017 Bought Sold 30.4.2018
Shares in the ultimate holding company
Keynote Capital Sdn. Bhd.

Direct interests:
Liang Chiang Heng 270,350 - - 270,350
Liang Kim Poh 232,506 - - 232,506

By virtue of their interests in shares in the substantial shareholder, Keynote Capital Sdn. Bhd., a company
incorporated in Malaysia, Liang Chiang Heng and Liang Kim Poh are deemed to have interests in the Company
to the extent of the substantial shareholder’s interest in the Company, in accordance with Section 8(4) of the
Companies Act 2016 in Malaysia.

By virtue of Section 8(4) of the Companies Act 2016 in Malaysia, Liang Chiang Heng and Liang Kim Poh are
also deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the Company has
an interest.

The other Directors holding office at the end of the financial year did not held any interest in ordinary shares
and options over ordinary shares in the Company or ordinary shares, options over ordinary shares and
debentures of its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, none of the Directors have received or become entitled to
receive any benefit (other than those benefits included in the aggregate amount of remuneration received or
due and receivable by the Directors as shown in the financial statements) by reason of a contract made by
the Company 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 other than deemed benefits arising
from related party transactions as disclosed in Note 29 to the financial statements and remuneration
received by certain Directors as Directors of holding company.

There were no arrangement during and at the end of the financial year, to which the Company is a party,
which had the object of enabling the Directors to acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.

DIRECTORS' REMUNERATION

The details of Directors’ remuneration are disclosed in Note 22(a) to the financial statements.

INDEMNITY AND INSURANCE FOR OFFICERS AND AUDITORS

The Group and the Company effected Directors’ liability insurance during the financial year to protect the
Directors of the Group and of the Company against potential costs and liabilities arising from claims brought
against the Directors. The amount of insurance premium paid by the Group and of the Company for the
financial year 2018 was RM12,624.

There were no indemnity given to or insurance effected for the auditors of the Group and of the Company
during the financial year.

43
APOLLO FOOD HOLDINGS BERHAD (291471-M) 44

ANNUAL REPORT 2018

DIRECTORS’ REPORT (continued)

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY

(I) AS AT THE END OF THE FINANCIAL YEAR

(a) Before the financial statements of the Group and of the Company were prepared, 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 have satisfied themselves
that there are no known bad debts to be written off and that provision need not be
made for doubtful debts; and

(ii) to ensure that any current assets other than debts, which were unlikely to realise their
book values in the ordinary course of business had been written down to their
estimated realisable values.

(b) In the opinion of the Directors, the results of the operations of the Group and of the
Company during the financial year have not been substantially affected by any item,
transaction or event of a material and unusual nature except for the effects arising from the
following as disclosed in Note 22 to the financial statements:

(i) Net realised and unrealised loss on foreign exchange, resulting in a decrease in the
Group’s profit for the financial year by RM517,172 and RM1,597,207 respectively;

(ii) impairment loss on other investments, resulting in a decrease in the Group’s and the
Company’s profit for the financial year by RM794,740 and RM453,146 respectively;
and

(iii) gain on disposal of other investments, resulting in an increase in the Group’s and the
Company’s profit for the financial year by RM1,320,330 and RM1,280,427
respectively.

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

(c) The Directors are not aware of any circumstances:

(i) which would necessitate the writing off of bad debts or the making of provision for
doubtful debts in the financial statements of the Group and of the Company;

(ii) which would render the values attributed to current assets in the financial statements
of the Group and of the Company misleading; and

(iii) which have arisen which would render adherence to the existing method of valuation
of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) In the opinion of the Directors:

(i) there has not arisen any item, transaction or event of a material and unusual nature
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

(ii) no contingent or other liability has become enforceable, or is likely to become


enforceable, within the period of twelve (12) months after the end of the financial year
which would or may affect the ability of the Group and of the Company to meet their
obligations as and when they fall due.

44
APOLLO FOOD HOLDINGS BERHAD (291471-M) 45

ANNUAL REPORT 2018

DIRECTORS’ REPORT (continued)

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)

(III) AS AT THE DATE OF THIS REPORT

(e) There are no charges on the assets of the Group and of the Company which have arisen since
the end of the financial year to secure the liabilities of any other person.

(f) There are no contingent liabilities of the Group and of the Company which have arisen since
the end of the financial year.

(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or
the financial statements which would render any amount stated in the financial statements of
the Group and of the Company misleading.

SUBSIDIARIES

Details of subsidiaries are set out in Note 10 to the financial statements.

HOLDING COMPANY

The Directors regard Keynote Capital Sdn. Bhd., a company incorporated in Malaysia, as the holding and
ultimate holding company.

45
APOLLO FOOD HOLDINGS BERHAD (291471-M) 46

ANNUAL REPORT 2018

DIRECTORS’ REPORT (continued)

AUDITORS

The auditors, BDO, have expressed their willingness to continue in office.

Details of auditors’ remuneration are set out in Note 22 to the financial statements.

Signed on behalf of the Board in accordance with a resolution of the Directors.

..................................... .....................................
Liang Chiang Heng Liang Kim Poh
Director Director

Johor Bahru
27 August 2018
APOLLO FOOD HOLDINGS BERHAD (291471-M) 47

ANNUAL REPORT 2018

STATEMENT BY DIRECTORS

In the opinion of the Directors, the financial statements set out on pages 55 to 115 have been drawn up in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the provisions of the Companies Act 2016 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 2018 and of the financial performance and cash
flows of the Group and of the Company for the financial year then ended.

On behalf of the Board,

..................................... .....................................
Liang Chiang Heng Liang Kim Poh
Director Director

Johor Bahru
27 August 2018

STATUTORY DECLARATION

I, Liang Chiang Heng, being the Director primarily responsible for the financial management of Apollo Food
Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 55 to 115
are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously
believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly )


declared by the abovenamed at )
Johor Bahru, Johor this )
27 August 2018 )

Before me:

47
APOLLO FOOD HOLDINGS BERHAD (291471-M) 48

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD
(Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Apollo Food Holdings Berhad, which comprise the statements of
financial position as at 30 April 2018 of the Group and of the Company, and the statements of profit or loss
and other comprehensive income, statements of changes in equity and statements of cash flows of the Group
and of the Company for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, as set out on pages 55 to 115.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Group and of the Company as at 30 April 2018, and of their financial performance and their cash flows for the
year then ended in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional
Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International
Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we
have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the Group and of the Company for the current year. These matters were
addressed in the context of our audit of the financial statements of the Group and of the Company as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

48
APOLLO FOOD HOLDINGS BERHAD (291471-M) 49

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD (continued)
(Incorporated in Malaysia)

Key Audit Matters (continued)

Key Audit Matters of the Group

(1) Adequacy of write-down of inventories to net realisable value

As disclosed in Note 12 to the financial statements, the Group held RM14,902,914 of inventories at
the end of the reporting period.

Write-down of inventories to net realisable value was mainly based on management’s estimates,
which had been derived from expectation of current market prices and future demand.

We focused on the audit risk that the carrying amount of inventories may not be stated at the lower
of cost and net realisable value, the determination of which requires the management to exercise
significant judgement in estimating the net realisable value of the inventories.

In estimating the net realisable value of the inventories, the management considers the current
economic trends and changes in customer preference of the respective inventories.

Audit response

Our audit procedures included the following:

a) discussed with management and obtained an understanding of the process implemented by


management over the determination of lower of cost and net realisable value of inventories
and inquired management on how management identified and assessed for inventories write-
down;
b) assessed and tested the design and operating effectiveness of the key controls over valuation
of inventories; and
c) assessed the net realisable value of slow-moving inventories by reference to the issue of raw
materials to production and sales and selling prices of finished goods subsequent to year end.

49
APOLLO FOOD HOLDINGS BERHAD (291471-M) 50

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD (continued)
(Incorporated in Malaysia)

Key Audit Matters (continued)

Key Audit Matters of the Group (continued)

(2) Recoverability of trade receivables

As at 30 April 2018, trade receivables of the Group amounted to RM28,670,643. The details of trade
receivables and their credit risks have been disclosed in Note 13 and Note 32 to the financial
statements.

Management recognises allowances for impairment losses on trade receivables based on specific
known facts or circumstances or customers’ abilities to pay.

The determination of whether the trade receivables are recoverable involves significant
management judgement and inherent subjectivity given uncertainty regarding the ability of the
trade receivables to settle their debts. We focused on the audit risk that the impairment losses on
trade receivables may be understated and hence, further impairment losses may be required.

Audit response

Our audit procedures included the following:

a) obtained an understanding of the credit process operated by the management over the
recoverability of trade receivables of the Group;
b) assessed recoverability of trade receivables by reference to their historical bad debt expense,
ageing profiles of the counter parties and past historical repayment trends; and
c) assessed cash receipts subsequent to the end of the reporting period for its effect in reducing
the amounts outstanding as at the end of the reporting period.

50
APOLLO FOOD HOLDINGS BERHAD (291471-M) 51

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD (continued)
(Incorporated in Malaysia)

Key Audit Matters (continued)

Key Audit Matters of the Company (continued)

(1) Impairment assessment of the carrying amounts of costs of investments in a subsidiary and
amount owing by a subsidiary

As disclosed in Note 10 and Note 13 to the financial statements, the costs of investments in
subsidiaries and amounts owing by subsidiaries to the Company amounted to RM59,378,234 and
RM29,733,635 respectively as at 30 April 2018.

Management used a Value in Use model to compute the present value of forecasted future cash
flows for a subsidiary to determine if there is any impairment loss required on the cost of investment
in a subsidiary amounting to RM13,723,938 and amount owing by the subsidiary of RM9,222,956.

We have focused on the impairment assessment of the carrying amount of the cost of investment in
this subsidiary and the amount owing by this subsidiary as the process is complex and the
determination of whether or not an impairment loss is necessary involved significant judgements
and estimates by the Directors about the future results and key assumptions applied to cash flow
projections of the subsidiary in determining its recoverable amounts. These key assumptions include
forecast growth in future revenues and operating profit margins, as well as determining an
appropriate pre-tax discount rate and growth rates.

Audit response

Our audit procedures included the following:

a) compared cash flow forecast and projections against recent performance and assessed the
reasonableness of the key assumptions used by management in the cash flow forecast and
projections by comparing to actual historical operating profit margins and growth rates;
b) compared prior period budgets and forecasts to current period’s actual results to assess the
historical accuracy of the forecasts;
c) assessed the suitability of the pre-tax discount rate used by the subsidiary by comparing to the
weighted average cost of capital of the Group and relevant risk factors; and
d) performed sensitivity analysis to stress test the key assumptions used by management in the
impairment model.

51
APOLLO FOOD HOLDINGS BERHAD (291471-M) 52

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD (continued)
(Incorporated in Malaysia)

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors of the Company are responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial statements of the Group and of
the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other
information and we do not express any form of assurance or conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility
is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in
the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of
the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.
The Directors are also responsible for such internal control as the Directors determine is necessary to enable
the preparation of financial statements of the Group and of the Company that are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for
assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to
do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and
of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.

52
APOLLO FOOD HOLDINGS BERHAD (291471-M) 53

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD (continued)
(Incorporated in Malaysia)

Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

As part of an audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout
the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of
the Company, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s and the Company’s internal control.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s or the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditors’ report to the related disclosures in the financial statements of the Group and of the
Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future events or
conditions may cause the Group or the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and
of the Company, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial statements of the Group.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

53
APOLLO FOOD HOLDINGS BERHAD (291471-M) 54

ANNUAL REPORT 2018

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF APOLLO FOOD HOLDINGS BERHAD (continued)
(Incorporated in Malaysia)

Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

From the matters communicated with the Directors, we determine those matters that were of most
significance in the audit of the financial statements of the Group and of the Company for the current year and
are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the
Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other
person for the content of this report.

BDO Chan Wai Leng


AF: 0206 02893/08/2019 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
27 August 2018

54
APOLLO FOOD HOLDINGS BERHAD (291471-M) 55

ANNUAL REPORT 2018

STATEMENTS OF FINANCIAL POSITION


AS AT 30 APRIL 2018

Group Company
2018 2017 2018 2017
Note RM RM RM RM

ASSETS

Non-current assets

Property, plant and equipment 7 103,163,507 98,005,840 - -


Investment properties 8 13,769,342 13,983,132 - -
Prepaid lease payments for land 9 - 653,846 - -
Investments in subsidiaries 10 - - 59,378,234 39,378,234
Other investments 11 3,686,044 4,710,116 1,597,972 4,080,096
Deferred tax assets 19 - - 64,800 61,440

120,618,893 117,352,934 61,041,006 43,519,770

Current assets

Inventories 12 14,902,914 15,847,951 - -


Trade and other receivables 13 29,553,782 37,934,506 29,804,389 40,896,199
Current tax assets 1,441,285 839,423 - -
Short term fund 14 2,250,928 2,179,277 - -
Cash and bank balances 15 94,766,556 102,503,750 13,706,489 24,787,899

142,915,465 159,304,907 43,510,878 65,684,098

TOTAL ASSETS 263,534,358 276,657,841 104,551,884 109,203,868

EQUITY AND LIABILITIES

Equity attributable to owners


of the parent

Share capital 16 80,000,000 80,000,000 80,000,000 80,000,000


Reserves 17 163,615,822 173,250,424 23,984,818 28,549,524

TOTAL EQUITY 243,615,822 253,250,424 103,984,818 108,549,524


APOLLO FOOD HOLDINGS BERHAD (291471-M) 56

ANNUAL REPORT 2018

STATEMENTS OF FINANCIAL POSITION


AS AT 30 APRIL 2018 (continued)

Group Company
2018 2017 2018 2017
Note RM RM RM RM

LIABILITIES

Non-current liabilities

Retirement benefits obligations 18 2,389,937 2,096,302 - -


Deferred tax liabilities 19 9,525,243 11,092,079 - -

11,915,180 13,188,381 - -

Current liabilities

Trade and other payables 20 7,938,413 10,092,515 545,250 570,000


Current tax liabilities 64,943 126,521 21,816 84,344

8,003,356 10,219,036 567,066 654,344

TOTAL LIABILITIES 19,918,536 23,407,417 567,066 654,344

TOTAL EQUITY AND


LIABILITIES 263,534,358 276,657,841 104,551,884 109,203,868

The accompanying notes form an integral part of the financial statements.

56
APOLLO FOOD HOLDINGS BERHAD (291471-M) 57

ANNUAL REPORT 2018

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME


FOR THE FINANCIAL YEAR ENDED 30 APRIL 2018

Group Company
2018 2017 2018 2017
Note RM RM RM RM

Revenue 21 190,818,447 208,918,294 15,265,484 20,112,912

Cost of sales (150,563,092) (166,415,292) - -

Gross profit 40,255,355 42,503,002 15,265,484 20,112,912

Other income 4,780,300 9,913,468 2,048,248 1,310,349

Distribution costs (7,591,537) (8,069,473) - -

Administrative expenses (19,809,120) (19,340,443) (516,189) (534,763)

Other expenses (2,909,119) (342,999) (453,146) -

Profit before tax 22 14,725,879 24,663,555 16,344,397 20,888,498

Tax expense 23 (3,654,038) (6,830,538) (177,765) (309,277)

Profit for the financial year 11,071,841 17,833,017 16,166,632 20,579,221

Other comprehensive income

Items that may be reclassified


subsequently to profit or loss
Other investments
- fair value gain 11(a) 408,632 1,890,956 361,199 1,636,854
- reclassification to profit or
loss upon disposal (1,115,075) (34,131) (1,092,537) -

Total other comprehensive


(loss)/income, net of tax (706,443) 1,856,825 (731,338) 1,636,854

Total comprehensive income 10,365,398 19,689,842 15,435,294 22,216,075

Profit attributable to owners of


the parent 11,071,841 17,833,017 16,166,632 20,579,221

Total comprehensive income


attributable to owners of the
parent 10,365,398 19,689,842 15,435,294 22,216,075

Earnings per ordinary share


attributable to owners of the
parent (sen):
- Basic 27 13.84 22.29
- Diluted 27 13.84 22.29

The accompanying notes form an integral part of the financial statements.

57
APOLLO FOOD HOLDINGS BERHAD (291471-M) 58

ANNUAL REPORT 2018

STATEMENTS OF CHANGES IN EQUITY


FOR THE FINANCIAL YEAR ENDED 30 APRIL 2018

-------Non-distributable --------→ Distributable


Available-
Share Share for-sale Retained
capital premium reserve earnings Total
Group Note RM RM RM RM RM

Balance as at 1 May 2016 80,000,000 4,325,454 (930,589) 174,165,717 257,560,582

Profit for the financial year - - - 17,833,017 17,833,017


Other comprehensive income
Other investments
- fair value gain 11(a) - - 1,890,956 - 1,890,956
- reclassification to profit or
loss upon disposal - - (34,131) - (34,131)

Total comprehensive income,


net of tax - - 1,856,825 17,833,017 19,689,842

Transaction with owners


Dividend paid 24 - - - (24,000,000) (24,000,000)

Balance as at 30 April 2017 80,000,000 4,325,454 926,236 167,998,734 253,250,424

Balance as at 1 May 2017 80,000,000 4,325,454 926,236 167,998,734 253,250,424

Profit for the financial year - - - 11,071,841 11,071,841


Other comprehensive income
Other investments
- fair value gain 11(a) - - 408,632 - 408,632
- reclassification to profit or
loss upon disposal - - (1,115,075) - (1,115,075)

Total comprehensive
(loss)/income, net of tax - - (706,443) 11,071,841 10,365,398

Transaction with owners


Dividend paid 24 - - - (20,000,000) (20,000,000)

Balance as at 30 April 2018 80,000,000 4,325,454 219,793 159,070,575 243,615,822

The accompanying notes form an integral part of the financial statements.

58
APOLLO FOOD HOLDINGS BERHAD (291471-M) 59

ANNUAL REPORT 2018

STATEMENTS OF CHANGES IN EQUITY


FOR THE FINANCIAL YEAR ENDED 30 APRIL 2018 (con�nued)

---------Non-distributable ------ Distributable


Available-
Share Share for-sale Retained
capital premium reserve earnings Total
Company Note RM RM RM RM RM

Balance as at 1 May 2016 80,000,000 4,325,454 (597,889) 26,605,884 110,333,449

Profit for the financial year - - - 20,579,221 20,579,221


Other comprehensive income
Other investments
- fair value gain 11(a) - - 1,636,854 - 1,636,854

Total comprehensive
income, net of tax - - 1,636,854 20,579,221 22,216,075

Transac�on with owners


Dividend paid 24 - - - (24,000,000) (24,000,000)

Balance as at 30 April 2017 80,000,000 4,325,454 1,038,965 23,185,105 108,549,524

Balance as at 1 May 2017 80,000,000 4,325,454 1,038,965 23,185,105 108,549,524

Profit for the financial year - - - 16,166,632 16,166,632


Other comprehensive income
Other investments
- fair value gain 11(a) - - 361,199 - 361,199
- reclassifica�on to profit or
loss upon disposal - - (1,092,537) - (1,092,537)

Total comprehensive
(loss)/income, net of tax - - (731,338) 16,166,632 15,435,294

Transac�on with owners


Dividend paid 24 - - - (20,000,000) (20,000,000)

Balance as at 30 April 2018 80,000,000 4,325,454 307,627 19,351,737 103,984,818

The accompanying notes form an integral part of the financial statements.


APOLLO FOOD HOLDINGS BERHAD (291471-M) 60

ANNUAL REPORT 2018

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 APRIL 2018

Group Company
2018 2017 2018 2017
Note RM RM RM RM

CASH FLOWS FROM OPERATING


ACTIVITIES

Profit before tax 14,725,879 24,663,555 16,344,397 20,888,498

Adjustments for:
Amortisation of prepaid lease
payments for land 9 - 115,385 - -
Depreciation of:
- investment properties 8 213,790 213,794 - -
- property, plant and equipment 7 9,640,557 9,168,566 - -
Dividend income from:
- subsidiaries 21 - - (15,200,000) (20,020,018)
- other investments 21 (79,284) (115,764) (65,484) (92,894)
Gain on disposals of:
- property, plant and equipment (8,167) (4,835) - -
- other investments (1,320,330) (81,369) (1,280,427) -
Impairment loss on
other investments 11(a) 794,740 342,999 453,146 -
Interest income (2,401,373) (2,914,205) (767,821) (1,310,349)
Provision of retirement benefits 18 293,635 391,581 - -
Property, plant and equipment
written off 7 2,359 1,028 - -
Net unrealised loss/(gain) on foreign
exchange translations 1,597,207 (3,011,844) - -

Operating profit/(loss) before


changes in working capital 23,459,013 28,768,891 (516,189) (534,763)

Changes in working capital:


Inventories 945,037 2,300,451 - -
Trade and other receivables 8,264,122 (663,135) 82,923 40,119
Trade and other payables (2,155,309) (929,084) (24,750) 15,750

Cash generated from/(used in)


operations 30,512,863 29,477,123 (458,016) (478,894)

Interest received 2,401,373 2,914,205 767,821 1,310,349


Tax paid (5,884,314) (9,340,740) (243,653) (340,047)

Net cash from operating activities 27,029,922 23,050,588 66,152 491,408


APOLLO FOOD HOLDINGS BERHAD (291471-M) 61

ANNUAL REPORT 2018

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 APRIL 2018 (con�nued)

Group Company
2018 2017 2018 2017
Note RM RM RM RM

CASH FLOWS FROM INVESTING


ACTIVITIES

Repayments from subsidiaries - - 6,208,887 10,608,275


Dividends received 21 79,284 115,764 65,484 92,894
Net (placement)/withdrawal of short (71,651) 897,273 - -
term fund
Proceeds from disposals of:
- property, plant and equipment 98,000 5,000 - -
- other investments 2,697,555 717,988 2,614,070 -
Purchase of:
- property, plant and equipment 7 (14,236,570) (4,677,518) - -
- other investments 11(a) (1,854,336) (524,561) (36,003) (328,220)

Net cash (used in)/from inves�ng


ac�vi�es (13,287,718) (3,466,054) 8,852,438 10,372,949

CASH FLOWS FROM FINANCING


ACTIVITY

Dividends paid 24 (20,000,000) (24,000,000) (20,000,000) (24,000,000)

Net cash used in financing ac�vity (20,000,000) (24,000,000) (20,000,000) (24,000,000)

Net decrease in cash and cash


equivalents (6,257,796) (4,415,466) (11,081,410) (13,135,643)
Effects of exchange rate changes on
cash and cash equivalents (1,479,398) 2,616,093 - -
Cash and cash equivalents at
beginning of financial year 102,503,750 104,303,123 24,787,899 37,923,542

Cash and cash equivalents at end of


financial year 15 94,766,556 102,503,750 13,706,489 24,787,899

The accompanying notes form an integral part of the financial statements.


APOLLO FOOD HOLDINGS BERHAD (291471-M) 62

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018

1. CORPORATE INFORMATION

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, 13 th Floor, City Plaza, Jalan Tebrau, 80300
Johor Bahru, Johor.

The principal place of business is located at 70, Jalan Langkasuka, Larkin Industrial Area, 80350 Johor
Bahru, Johor.

The Directors regard Keynote Capital Sdn. Bhd., a company incorporated in Malaysia, as the holding and
ultimate holding company.

The consolidated financial statements for the financial year ended 30 April 2018 comprise the Company
and its subsidiaries. These financial statements are presented in Ringgit Malaysia (‘RM’), which is also the
Company’s functional currency.

The financial statements were authorised for issue in accordance with a resolution by the Board of
Directors on 27 August 2018.

2. PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding and provision of management services to
subsidiaries. The principal activities of the subsidiaries are set out in Note 10 to the financial statements.

3. BASIS OF PREPARATION

The financial statements of the Group and of the Company set out on pages 55 to 115 have been
prepared in accordance with Malaysian Financial Reporting Standards (‘MFRSs’), International Financial
Reporting Standards (‘IFRSs’) and the provisions of the Companies Act 2016 in Malaysia.

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 Basis of accounting

The financial statements of the Group and of the Company have been prepared under the
historical cost convention except as otherwise stated in the financial statements.

The preparation of financial statements in conformity with MFRSs and IFRSs requires the
Directors to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses and disclosure of contingent assets and contingent liabilities. In
addition, the Directors are also required to exercise their judgement in the process of applying
the accounting policies. The areas involving such judgements, estimates and assumptions are
disclosed in Note 6 to the financial statements. Although these estimates and assumptions are
based on the Directors’ best knowledge of events and actions, actual results could differ from
those estimates.

62
APOLLO FOOD HOLDINGS BERHAD (291471-M) 63

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and all
its subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its
power over the investee. Specifically, the Group controls an investee if and only if the Group has:

(a) Power over the investee;


(b) Exposure, or rights, to variable returns from its involvement with the investee; and
(c) The ability to use its power over the investee to affect its returns.

If the Group has less than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has power over an investee,
including:

(a) The contractual arrangement with the other vote holders of the investee;
(b) Rights arising from other contractual agreements; and
(c) The voting rights of the Group and potential voting rights.

Intragroup balances, transactions, income and expenses are eliminated on consolidation.


Unrealised gains arising from transactions are also eliminated. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no impairment.

The financial statements of the subsidiaries are prepared for the same reporting period as that of
the Company, using consistent accounting policies. Where necessary, accounting policies of
subsidiaries are changed to ensure consistency with the policies adopted by the other entities in
the Group.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control. Subsidiaries are
consolidated from the date on which control is transferred to the Group up to the effective date
on which control ceases, as appropriate. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the financial year are included in the statement of profit or loss
and other comprehensive income from the date the Group gains control until the date the Group
ceases to control the subsidiary.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts of
the controlling and non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiary. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of consideration paid or received is recognised directly in
equity and attributed to owners of the parent.

If the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the
difference between:

(i) The aggregate of the fair value of the consideration received and the fair value of any
retained interest; and
(ii) The previous carrying amount of the assets (including goodwill), and liabilities of the
subsidiary and any non-controlling interests.

63
APOLLO FOOD HOLDINGS BERHAD (291471-M) 64

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.2 Basis of consolidation (continued)

Amounts previously recognised in other comprehensive income in relation to the subsidiary are
accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the
same manner as would be required if the relevant assets or liabilities were disposed of. The fair
value of any investments retained in the former subsidiary at the date when control is lost is
regarded as the fair value on initial recognition for subsequent accounting under MFRS 139
Financial Instruments: Recognition and Measurement or, where applicable, the cost on initial
recognition of an investment in an associate or a joint venture.

4.3 Business combinations

Business combinations are accounted for by applying the acquisition method of accounting.

Identifiable assets acquired, liabilities and contingent liabilities assumed in a business


combination are measured at their fair value at the acquisition date, except that:

(a) Deferred tax assets or liabilities and liabilities or assets related to employee benefit
arrangements are recognised and measured in accordance with MFRS 112 Income Taxes
and MFRS 119 Employee Benefits respectively;

(b) Liabilities or equity instruments related to share-based payment transactions of the


acquiree or the replacement by the Group of an acquiree’s share-based payment
transactions are measured in accordance with MFRS 2 Share-based Payment at the
acquisition date; and

(c) Assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5
Non-current Assets Held for Sale and Discontinued Operations are measured in accordance
with that Standard.

Acquisition-related costs are recognised as expenses in the periods in which the costs are
incurred and the serviced are received.

Any contingent consideration payable is recognised at fair value at the acquisition date.
Measurement period adjustments to contingent consideration are dealt with as follows:

(a) If the contingent consideration is classified as equity, it is not remeasured and settlement
is accounted for within equity.

(b) Subsequent changes to contingent consideration classified as an asset or liability that is a


financial instrument within the scope of MFRS 139 are recognised either in profit or loss
or in other comprehensive income in accordance with MFRS 139. All other subsequent
changes are recognised in profit or loss.

In a business combination achieved in stages, previously held equity interests in the acquiree are
re-measured to fair value at the acquisition date and any corresponding gain or loss is recognised
in profit or loss.

64
APOLLO FOOD HOLDINGS BERHAD (291471-M) 65

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.3 Business combinations (continued)

Components of non-controlling interests in the acquiree that are present ownership interests
and entitle their holders to a proportionate share of the entity’s net assets in the event of
liquidation are initially measured at fair value, or at the present ownership instruments’
proportionate share in the recognised amounts of the acquirer’s identifiable net assets. All other
components of non-controlling interests shall be measured at their acquisition-date fair values,
unless another measurement basis is required by MFRSs. The choice of measurement basis is
made on a combination-by-combination basis. Subsequent to initial recognition, the carrying
amount of non-controlling interests is the amount of those interests at initial recognition plus the
non-controlling interests’ share of subsequent changes in equity.

Any excess of the sum of the fair value of the consideration transferred in the business
combination, the amount of non-controlling interest in the acquire (if any), and the fair value of
the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the
acquiree’s identifiable assets and liabilities is recorded as goodwill in the statement of financial
position. In instances where the latter amount exceeds the former, the excess is recognised as a
gain on bargain purchase in profit or loss on the acquisition date.

4.4 Property, plant and equipment and depreciation

All items of property, plant and equipment are initially measured at cost. Cost includes
expenditure that is directly attributable to the acquisition of the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset,
as appropriate, only when the cost is incurred and it is probable that the future economic
benefits associated with the subsequent costs would flow to the Group and the cost of the asset
can be measured reliably. The carrying amount of parts that are replaced is derecognised. The
costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss
as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and
restoring the site on which it is located for which the Group is obligated to incur when the asset is
acquired, if applicable.

Each part of an item of property, plant and equipment with a cost that is significant in relation to
the total cost of the asset and which has a different useful life, is depreciated separately.

After initial recognition, property, plant and equipment are stated at cost less any accumulated
depreciation and any accumulated impairment losses.

Depreciation is calculated to write off the cost of the assets to their residual values on a straight
line basis over their estimated useful lives. The principal annual depreciation periods and rates
are as follows:

Long term leasehold land 92 - 98 years


Buildings and improvements 13 - 22 years
Plant, machinery, tools and equipment 4% - 20%
Motor vehicles 20%
Office equipment, furniture and fittings 10% - 33.33%
Renovation 10% - 20%

Construction-in-progress represents equipment under installation and is stated at cost.


Construction-in-progress is not depreciated until such time when the asset is ready for use.

65
APOLLO FOOD HOLDINGS BERHAD (291471-M) 66

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.4 Property, plant and equipment and depreciation (continued)

At the end of each reporting period, the carrying amount of an item of property, plant and
equipment is assessed for impairment when events or changes in circumstances indicate that its
carrying amount may not be recoverable. A write down is made if the carrying amount exceeds
the recoverable amount (see Note 4.8 to the financial statements on impairment of non-financial
assets).

The residual values, useful lives and depreciation method are reviewed at the end of each
reporting period to ensure that the amount, method and period of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment. If expectations differ from
previous estimates, the changes are accounted for as a change in an accounting estimate.

The carrying amount of an item of property, plant and equipment is derecognised on disposal or
when no future economic benefits are expected from its use or disposal. The difference between
the net disposal proceeds, if any, and the carrying amount is included in profit or loss.

4.5 Leases and hire purchase

Leases of land and buildings

For leases of land and buildings, the land and buildings elements are considered separately for
the purpose of lease classification and these leases are classified as operating or finance leases in
the same way as leases of other assets.

The minimum lease payments including any lump-sum upfront payments made to acquire the
interest in the land and buildings are allocated between the land and the buildings elements in
proportion to the relative fair values of the leasehold interests in the land element and the
buildings element of the lease at the inception of the lease.

For a lease of land and buildings in which the amount that would initially be recognised for the
land element is immaterial, the land and building are treated as a single unit for the purpose of
lease classification and is accordingly classified as a finance or operating lease. In such a case, the
economic life of the building is regarded as the economic life of the entire leased asset.

4.6 Investment properties

Investment properties are properties which are held to earn rental yields or for capital
appreciation or for both and are not occupied by the Group. Investment properties also include
properties that are being constructed or developed for future use as investment properties.
Investment properties are initially measured at cost, including transaction costs, less any
accumulated depreciation and any accumulated impairment losses.

Subsequent costs are included in the carrying amount of the investment properties or recognised
as a separate asset, as appropriate, only when the cost is incurred and it is probable that future
economic benefits associated with the cost would flow to the Group and the cost of the asset
could be measured reliably. The carrying amount of parts that are replaced is derecognised. The
costs of the day-to-day servicing of investment properties are recognised in profit or loss as
incurred.

66
APOLLO FOOD HOLDINGS BERHAD (291471-M) 67

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.6 Investment properties (continued)

After initial recognition, investment properties are stated at cost less any accumulated
depreciation and any accumulated impairment losses.

Depreciation is calculated to write off the cost of the investment properties to their residual
values on a straight line basis over their estimated useful lives. The principal depreciation periods
for the investments properties ranges between twenty-four (24) and fifty (50) years, except for
freehold land which has an unlimited useful life and is not depreciated.

At the end of each reporting period, the carrying amount of an item of investment properties is
assessed for impairment when events or changes in circumstances indicate that its carrying
amount may not be recoverable. A write down is made if the carrying amount exceeds the
recoverable amount (see Note 4.8 to the financial statements on impairment of non-financial
assets).

The residual values, useful lives and depreciation method are reviewed at the end of each
reporting period to ensure that the amount, method and period of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the investment properties. If expectations differ from previous estimates,
the changes are accounted for as a change in an accounting estimate.

Investment properties are derecognised when either they have been disposed of or when they
are permanently withdrawn from use and no future economic benefit is expected from their
disposal. The gains or losses arising from the retirement or disposal of investment property is
determined as the difference between the net disposal proceeds, if any, and the carrying amount
of the asset and is recognised in profit or loss in the period of the retirement or disposal.

4.7 Investments

Subsidiaries

A subsidiary is an entity in which the Group and the Company are exposed, or have rights, to
variable returns from its involvement with the subsidiary and have the ability to affect those
returns through its power over the subsidiary.

An investment in subsidiary, which is eliminated on consolidation, is stated in the separate


financial statements of the Company at cost less impairment losses, if any. Investments
accounted for at cost shall be accounted for in accordance with MFRS 5 Non-current Assets Held
for Sale and Discontinued Operations when they are classified as held for sale (or included in a
disposal group that is classified as held for sale).

When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the
Group would derecognise all assets, liabilities and non-controlling interests at their carrying
amount and recognise the fair value of the consideration received. Any retained interest in the
former subsidiary is recognised at its fair value at the date when control is lost. The resulting
difference is recognised as a gain or loss in profit or loss.

67
APOLLO FOOD HOLDINGS BERHAD (291471-M) 68

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.8 Impairment of non-financial assets

The carrying amount of assets, except for financial assets (excluding investments in subsidiaries),
inventories and deferred tax assets, are reviewed at the end of each reporting period to
determine whether there is any indication of impairment. If any such indication exists, the asset’s
recoverable amount is estimated.

The recoverable amount of an asset is estimated for an individual asset. Where it is not possible
to estimate the recoverable amount of the individual asset, the impairment test is carried out on
the cash generating unit (‘CGU’) to which the asset belongs.

The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its
value in use.

In estimating value in use, the estimated future cash inflows and outflows to be derived from
continuing use of the asset and from its ultimate disposal are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset for which the future cash flow estimates have not been
adjusted. An impairment loss is recognised in profit or loss when the carrying amount of the asset
or the CGU exceeds the recoverable amount of the asset or the CGU. The total impairment loss is
allocated to reduce the carrying amount of the assets of the CGU on a pro-rata basis of the
carrying amount of each asset in the CGU. The impairment loss is recognised in profit or loss
immediately.

An impairment loss for assets is reversed if, and only if, there has been a change in the estimates
used to determine the assets’ recoverable amount since the last impairment loss was recognised.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised. Such reversals are recognised as
income immediately in profit or loss.

4.9 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined using the first-in, first-out formula. Cost of raw materials comprises all costs of
purchase, cost of conversion plus other costs incurred in bringing the inventories to their present
location and condition. Cost of work-in-progress includes the cost of raw materials. Cost of
finished goods includes the cost of raw materials, direct labour, other direct costs and a
proportion of production overheads based on normal operating capacity of the production
facilities.

Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion and the estimated costs necessary to make the sale.

4.10 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one enterprise and a
financial liability or equity instrument of another enterprise.

68
APOLLO FOOD HOLDINGS BERHAD (291471-M) 69

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.10 Financial instruments (continued)

A financial asset is any asset that is cash, an equity instrument of another enterprise, a
contractual right to receive cash or another financial asset from another enterprise, or a
contractual right to exchange financial assets or financial liabilities with another enterprise under
conditions that are potentially favorable to the Group.

A financial liability is any liability that is a contractual obligation to deliver cash or another
financial asset to another enterprise, or a contractual obligation to exchange financial assets or
financial liabilities with another enterprise under conditions that are potentially unfavorable to
the Group.

Financial instruments are recognised on the statement of financial position when the Group has
become a party to the contractual provisions of the instrument. At initial recognition, a financial
instrument is recognised at fair value plus, in the case of a financial instrument not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition or
issuance of the financial instrument.

An embedded derivative is separated from the host contract and accounted for as a derivative if,
and only if the economic characteristics and risks of the embedded derivative is not closely
related to the economic characteristic and risks of the host contract, a separate instrument with
the same terms as the embedded derivative meets the definition of a derivative, and the hybrid
instrument is not measured at fair value through profit and loss.

(a) Financial assets

A financial asset is classified into the following four (4) categories after initial recognition for
the purpose of subsequent measurement:

(i) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss comprise financial assets that are
held for trading (i.e. financial assets acquired principally for the purpose of resale in
the near term), derivatives (both, freestanding and embedded) and financial assets
that were specifically designated into this classification upon initial recognition.

Subsequent to initial recognition, financial assets classified as at fair value through


profit or loss are measured at fair value. Any gains or losses arising from changes in
the fair value of financial assets classified as at fair value through profit or loss are
recognised in profit or loss.

However, derivatives that is linked to and must be settled by delivery of unquoted


equity instruments that do not have a quoted market price in an active market are
recognised at cost.

(ii) Held-to-maturity investments

Financial assets classified as held-to-maturity comprise non-derivative financial assets


with fixed or determinable payments and fixed maturity that the Group has the
positive intention and ability to hold to maturity.

69
APOLLO FOOD HOLDINGS BERHAD (291471-M) 70

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUTING POLICIES (continued)

4.10 Financial instruments (continued)

(a) Financial assets (continued)

(ii) Held-to-maturity investments (continued)

Subsequent to initial recognition, financial assets classified as held-to-maturity are


measured at amortised cost using the effective interest method. Gains or losses on
financial assets classified as held-to-maturity are recognised in profit or loss when the
financial assets are derecognised or impaired, and through the amortisation process.

(iii) Loans and receivables

Financial assets classified as loans and receivables comprise non-derivative financial


assets with fixed or determinable payments that are not quoted in an active market.

Subsequent to initial recognition, financial assets classified as loans and receivables


are measured at amortised cost using the effective interest method. Gains or losses
on financial assets classified as loans and receivables are recognised in profit or loss
when the financial assets are derecognised or impaired, and through the amortisation
process.

(iv) Available-for-sale financial assets

Financial assets classified as available-for-sale comprise non-derivative financial assets


that are designated as available for sale or are not classified as loans and receivables,
held-to-maturity investments or financial assets at fair value through profit or loss.

Subsequent to initial recognition, financial assets classified as available-for-sale are


measured at fair value. Any gains or losses arising from changes in the fair value of
financial assets classified as available-for-sale are recognised directly in other
comprehensive income, except for impairment losses and foreign exchange gains and
losses, until the financial asset is derecognised, at which time the cumulative gains or
losses previously recognised in other comprehensive income are recognised in profit
or loss. However, interest calculated using the effective interest method is recognised
in profit or loss whilst dividends on available-for-sale equity instruments are
recognised in profit or loss when the Group’s right to receive payment is established.

Cash and cash equivalents consist of cash on hand, balances and deposits with banks and
highly liquid investments which have an insignificant risk of changes in fair value with
original maturities of three (3) months or less, and are used by Group and the Company in
the management of their short term commitments. For the purpose of the statements of
cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged
deposits, if any.

A financial asset is derecognised when the contractual right to receive cash flows from the
financial asset has expired. On derecognition of a financial asset in its entirety, the
difference between the carrying amount and the sum of consideration received (including
any new asset obtained less any new liability assumed) and any cumulative gain or loss that
had been recognised directly in other comprehensive income shall be recognised in profit or
loss.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.10 Financial instruments (continued)

(a) Financial assets (continued)

A regular way purchase or sale is a purchase or sale of a financial asset under a contract
whose terms require delivery of the asset within the time frame established generally by
regulation or marketplace convention.

A regular way purchase or sale of financial assets shall be recognised and derecognised, as
applicable, using trade date accounting.

(b) Financial liabilities

Financial instruments are classified as liabilities or equity in accordance with the substance
of the contractual arrangement. A financial liability is classified into the following two (2)
categories after initial recognition for the purpose of subsequent measurement:

(i) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss comprise financial liabilities that
are held for trading, derivatives (both, freestanding and embedded) and financial
liabilities that were specifically designated into this classification upon initial
recognition.

Subsequent to initial recognition, financial liabilities classified as at fair value through


profit or loss are measured at fair value. Any gains or losses arising from changes in
the fair value of financial liabilities classified as at fair value through profit or loss are
recognised in profit or loss.

(ii) Other financial liabilities

Financial liabilities classified as other financial liabilities comprise non-derivative


financial liabilities that are neither held for trading nor initially designated as at fair
value through profit or loss.

Subsequent to initial recognition, other financial liabilities are measured at amortised


cost using the effective interest method. Gains or losses on other financial liabilities
are recognised in profit or loss when the financial liabilities are derecognised and
through the amortisation process.

A financial liability is derecognised when, and only when, it is extinguished, i.e. when the
obligation specified in the contract is discharged or cancelled or expired. An exchange
between an existing borrower and lender of debt instruments with substantially different
terms are accounted for as an extinguishment of the original financial liability and the
recognition of a new financial liability. Similarly, a substantial modification of the terms of
an existing financial liability is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability.

Any difference between the carrying amount of a financial liability extinguished or


transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.10 Financial instruments (continued)

(c) 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 in accordance with the original or modified terms of a debt
instrument.

Financial guarantee contracts are recognised initially as a liability at fair value, net of
transaction costs. Subsequent to initial recognition, financial guarantee contracts are
amortised to profit or loss using the straight-line method over the contractual period or,
when there is no specified contractual period, recognised in profit or loss upon discharge,
cancellation or expiration of the guarantee. When settlement of a financial guarantee
contract becomes probable, an estimate of the obligation is made in accordance with MFRS
137 Provisions, Contingent Liabilities and Contingent Assets. If the carrying amount of the
financial guarantee is lower than the obligation estimated, the carrying value is adjusted to
the obligation amount and accounted for as a provision.

(d) Equity

An equity instrument is any contract that evidences a residual interest in the assets of the
Group and the Company after deducting all of its liabilities. Ordinary shares are classified as
equity instruments.

Ordinary shares are recorded at the proceeds received at issuance and classified as equity.
Transaction costs directly related to the issuance of equity instrument are accounted for as
a deduction from equity, net of any related income tax benefit. Otherwise, they are charged
to profit or loss.

Interim dividends to shareholders are recognised in equity in the period in which they are
declared. Final dividends are recognised upon the approval of shareholders in a general
meeting.

4.11 Impairment of financial assets

The Group assesses whether there is any objective evidence that a financial asset is impaired at
the end of each reporting period.

(a) Loans and receivables

The Group collectively considers factors such as the probability of bankruptcy or significant
financial difficulties of the receivable, and default or significant delay in payments to
determine whether there is objective evidence that an impairment loss on loans and
receivables has occurred. Other objective evidence of impairment include historical
collection rates determined on an individual basis and observable changes in national or
local economic conditions that are directly correlated with the historical default rates of
receivables.

If any such objective evidence exists, the amount of impairment loss is measured as the
difference between the financial 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.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.11 Impairment of financial assets (continued)

(a) Loans and receivables (continued)

The carrying amount of loans and receivables is reduced through the use of an allowance
account.

If in a subsequent period, the amount of the impairment loss decreases and it objectively
relates 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 impairment
reversed is recognised in profit or loss.

(b) Available-for-sale financial assets

The Group collectively considers factors such as significant or prolonged decline in fair value
below cost, significant financial difficulties of the issuer or obligor, and the disappearance of
an active trading market as objective evidence that available-for-sale financial assets are
impaired.

If any such objective evidence exists, an amount comprising the difference between the
financial asset’s cost (net of any principal payment and amortisation) and current fair value,
less any impairment loss previously recognised in profit or loss, is transferred from equity to
profit or loss.

Impairment losses in respect of unquoted equity instrument that is carried at cost is


recognised in profit or loss and is measured as the difference between the financial 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.

Impairment losses on available-for-sale equity investments are not reversed in profit or loss
in subsequent periods. Instead, any increase in the fair value subsequent to the impairment
loss is recognised in other comprehensive income.

Impairment losses on available-for-sale debt investments are subsequently reversed to


profit or loss if the increase in the fair value of the investment can be objectively related to
an event occurring after the recognition of the impairment loss in profit or loss.

4.12 Income taxes

Income taxes include all domestic taxes on taxable profit. Income taxes also include other taxes,
such as real property gains taxes payable on disposal of properties.

Taxes in the statements of profit or loss and other comprehensive income comprise current tax
and deferred tax.

(a) Current tax

Current tax expenses are determined according to the tax laws of the jurisdiction in which
the Group operates and include all taxes based upon the taxable profits and real property
gains taxes payable on disposal of properties, if any.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.12 Income taxes (continued)

(b) Deferred tax

Deferred tax is recognised in full using the liability method on temporary differences arising
between the carrying amount of an asset or liability in the statement of financial position
and its tax base.

Deferred tax is recognised for all temporary differences, unless the deferred tax arises from
the initial recognition of an asset or liability in a transaction which is not a business
combination and at the time of transaction, affects neither accounting profit nor taxable
profit.

A deferred tax asset is recognised only to the extent that it is probable that taxable profit
would be available against which the deductible temporary differences, unused tax losses
and unused tax credits can be utilised. The carrying amount of a deferred tax asset is
reviewed at the end of each reporting period. If it is no longer probable that sufficient
taxable profit would be available to allow the benefit of part or all of that entire deferred
tax asset to be utilised, the carrying amount of the deferred tax asset would be reduced
accordingly. When it becomes probable that sufficient taxable profit would be available,
such reductions would be reversed to the extent of the taxable profit.

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 the deferred income taxes
relate to the same taxation authority on either:

(i) the same taxable entity; or

(ii) different taxable entities which intend either to settle current tax liabilities and assets
on a net basis, or to realise the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.

Deferred tax would be recognised as income or expense and included in profit or loss for
the period unless the tax relates to items that are credited or charged, in the same or a
different period, directly to equity, in which case the deferred tax would be charged or
credited directly to equity.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the period when the asset is realised or the liability is settled, based on the
announcement of tax rates and tax laws by the Government in the annual budgets which
have the substantive effect of actual enactment by the end of each reporting period.

4.13 Employee benefits

(a) Short term employee benefits

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses
and non-monetary benefits are measured on an undiscounted basis and are expensed when
employees have rendered their services to the Group.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.13 Employee benefits (continued)

(a) Short term employee benefits (continued)

Short term accumulating compensated absences such as paid annual leave are recognised
as an expense when employees render services that increase their entitlement to future
compensated absences. Short term non-accumulating compensated absences such as sick
leave are recognised when the absences occur and they lapse if the current period’s
entitlement is not used in full and do not entitle employees to a cash payment for unused
entitlement on leaving the Group.

Bonuses are recognised as an expense when there is a present, legal or constructive


obligation to make such payments, as a result of past events and when a reliable estimate
can be made of the amount of the obligation.

(b) Defined contribution plan

The Company and its subsidiaries incorporated in Malaysia make contributions to a


statutory provident fund. The contributions are recognised as a liability after deducting any
contributions already paid and as an expense in the period in which the employees render
their services.

(c) Defined benefit plan

The Group operates an unfunded defined benefit plan for eligible employees of the Group.

The recognition and measurement of the defined benefits plan involve:

(i) Determining the deficit or surplus by:

(a) Using an actuarial technique, the projected unit credit method, to make a
reliable estimate of the ultimate cost to the Group of the benefit that employees
have earned in return for their service in the current and prior periods;

(b) Discounting that benefit in order to determine the present value of the defined
benefit obligation and the current service cost; and

(c) Deducting the fair value of any plan assets from the present value of the defined
benefit obligation.

(ii) Determining the amount of the net defined benefit liability as the amount of the
deficit or surplus as determined above, adjusted for any effect of limiting a net
defined benefit asset to the asset ceiling; and

(iii) Determining amounts to be recognised in profit or loss, i.e. current service cost, any
past service cost and gain or loss on settlement and net interest on the net defined
benefit liability.

The Group determines the net defined benefit liability annually so that the amounts
recognised in the financial statements do not differ materially from the amounts that would
be determined at the end of the reporting period.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.13 Employee benefits (continued)

(c) Defined benefit plan (continued)

The Group recognises the net defined benefit liability in the statements of financial
position.

The cost of providing benefits under the defined benefit plan is determined using the
projected unit credit method.

The Group uses the yield rate of high quality government or corporate bonds to discount
the post-employment benefit obligations. The currency and term of the government bonds
(corporate bonds) are consistent with the currency and estimated term of the post-
employment benefit obligations of the Group.

The remeasurement of the net defined obligation are recognised directly within equity. The
remeasurement include:

(i) Actuarial gains and losses;


(ii) Return on plan assets, excluding interest; and
(iii) Any asset ceiling effects, excluding interest.

Services costs are recognised in profit or loss, and include current and past service costs as
well as gains and losses on curtailments.

Net interest expense is recognised in profit or loss, and is calculated by applying the
discount rate used to measure the defined benefit obligation at the beginning of the annual
period to the balance of the net defined benefit obligation, considering the effects of
contributions and benefit payments during the reporting period. Gains or losses arising
from changes to scheme benefits or scheme curtailment are recognised immediately in
profit or loss.

Settlement of defined benefit schemes are recognised in the period when the settlement
occurs.

If the Group has an unconditional right to a refund during the life of the plan, it would
recognise an asset measured as the amount of the surplus at the end of the reporting
period that it has a right to receive a refund which would be the fair value of the plan assets
less the present value of the defined benefits obligation, less any associated costs, such as
taxes. If the amount of a refund is determined as the full amount or a proportion of the
surplus, rather than a fixed amount, the Group would make no adjustment for the time
value of money, even if the refund is realisable only at a future date.

If there is no minimum funding requirement for contributions relating to future service, the
economic benefit available as a reduction in future contributions is the present value of
future service cost to the entity at the end of each reporting period over the shorter of the
expected life of the plan and the expected life of the entity. The Group would assume no
change to the benefits provided by a plan in the future until the plan is amended and shall
assume a stable workforce in the future unless it is demonstrably committed at the end of
the reporting period to make a reduction in the number of employees covered by the plan.

76
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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.14 Foreign currencies

(a) Functional and presentation currency

Items included in the financial statements of each of the entities of the Group are measured
using the currency of the primary economic environment in which the entity operates (‘the
functional currency’). The consolidated financial statements are presented in Ringgit
Malaysia, which is the functional and presentation currency of the Company.

(b) Foreign currency translations and balances

Transactions in foreign currencies are converted into functional currency at rates of


exchange ruling at the transaction dates. Monetary assets and liabilities in foreign currencies
at the end of the reporting period are translated into functional currency at rates of
exchange ruling at that date. All exchange differences arising from the settlement of foreign
currency transactions and from the translation of foreign currency monetary assets and
liabilities are included in profit or loss in the period in which they arise. Non-monetary items
initially denominated in foreign currencies, which are carried at historical cost, are translated
using the historical rate as of the date of acquisition, and non-monetary items, which are
carried at fair value are translated using the exchange rate that existed when the values
were determined for presentation purposes.

4.15 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivables, net of
discounts and rebates.

Revenue is recognised to the extent that it is probable that the economic benefits associated
with the transaction would flow to the Group, and the amount of revenue and the cost incurred
or to be incurred in respect of the transaction can be reliably measured and specific recognition
criteria have been met for each of the activities of the Group as follows:

(a) Sale of goods

Revenue from sale of goods is recognised when significant risks and rewards of ownership of
the goods have been transferred to the customer and where the Group retains no continuing
managerial involvement over the goods, which coincides with the delivery of goods and
services and acceptance by customers.

(b) Dividend income

Dividend income is recognised when the shareholders’ right to receive payment is


established.

(c) Other income

(i) Interest income

Interest income is recognised as it accrues, using the effective interest method.

77
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ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.15 Revenue recognition (continued)

(c) Other income (continued)

(ii) Rental income

Rental income is accounted for on a straight line basis over the lease term of an
ongoing lease.

4.16 Provisions

Provisions are recognised when there is a present obligation, legal or constructive, as a result of a
past event, and when it is probable that an outflow of resources embodying economic benefits
would be required to settle the obligation and a reliable estimate can be made of the amount of
the obligation.

If the effect of the time value of money is material, the amount of a provision would be
discounted to its present value at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of resources embodying economic
benefits would be required to settle the obligation, the provision would be reversed.

Provisions are not recognised for future operating losses. If the Group has a contract that is
onerous, the present obligation under the contract shall be recognised and measured as a
provision.

4.17 Contingent liabilities and contingent assets

A contingent liability is a possible obligation that arises from past events whose existence would
be confirmed by the occurrence or non-occurrence of one or more uncertain future events
beyond the control of the Group or a present obligation that is not recognised because it is not
probable that an outflow of resources would be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there is a liability that cannot be recognised
because it cannot be measured reliably. The Group does not recognise such contingent liabilities
but discloses their existence in the financial statements.

A contingent asset is a possible asset that arises from past events whose existence would be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond
the control of the Group. The Group does not recognise a contingent asset but discloses its
existence where the inflows of economic benefits are probable, but not virtually certain.

In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities
assumed are measured initially at their fair value at the acquisition date.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.18 Operating segments

Operating segments are defined as components of the Group that:

(a) engages in business activities from which it may earn revenue and incur expenses (including
revenue and expenses relating to transactions with other components of the Group);

(b) whose operating results are regularly reviewed by the chief operating decision makers of the
Group (i.e. the Group’s Executive Director) in making decisions about resources to be
allocated to the segment and assessing its performance; and

(c) for which discrete financial information is available.

An operating segment may engage in business activities for which it has yet to earn revenues.

The Group reports separately information about each operating segment that meets any of the
following quantitative thresholds:

(a) Its reported revenue, including both sales to external customers and intersegment sales or
transfers, is ten percent (10%) or more of the combined revenue, internal and external, of all
operating segments.

(b) The absolute amount of its reported profit or loss is ten percent (10%) or more of the
greater, in absolute amount of:

(i) the combined reported profit of all operating segments that did not report a loss; and

(ii) the combined reported loss of all operating segments that reported a loss.

(c) Its assets are ten percent (10%) or more of the combined assets of all operating segments.

Operating segments that do not meet any of the quantitative thresholds may be considered
reportable, and separately disclosed, if the management believes that information about the
segment would be useful to users of the financial statements.

Total external revenue reported by operating segments shall constitute at least seventy-five
percent (75%) of the Group’s revenue. Operating segments identified as reportable segments in
the current financial year in accordance with the quantitative thresholds, if any, would result in a
restatement of prior period segment data for comparative purposes.

79
APOLLO FOOD HOLDINGS BERHAD (291471-M) 80

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.19 Earnings per share

(a) Basic

Basic earnings per ordinary share for the financial year is calculated by dividing the profit for
the financial year attributable to equity holders of the parent by the weighted average
number of ordinary shares outstanding during the financial year.

(b) Diluted

Diluted earnings per ordinary share for the financial year is calculated by dividing the profit
for the financial year attributable to equity holders of the parent by the weighted average
number of ordinary shares outstanding during the financial year adjusted for the effects of
dilutive potential ordinary shares.

4.20 Fair value measurements

The fair value of an asset or a liability, except for lease transactions, is determined as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement method
adopted assumes that the transaction to sell the asset or transfer the liability takes place either in
the principal market or in the absence of a principal market, in the most advantageous market.

The Group measures the fair value of an asset or a liability by taking into account the
characteristics of the asset or liability if market participants would take these characteristics into
account when pricing the asset or liability. The Group has considered the following characteristics
when determining fair value:

(a) The condition and location of the asset; and

(b) Restrictions, if any, on the sale or use of the asset.

The fair value measurement for a non-financial asset takes into account the ability of the market
participant to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use.

The fair value of a financial or non-financial liability or an entity’s own equity instrument assumes
that:

(a) A liability would remain outstanding and the market participant transferee would be
required to fulfil the obligation. The liability would not be settled with the counterparty or
otherwise extinguished on the measurement date; and

(b) An entity’s own equity instrument would remain outstanding and the market participant
transferee would take on the rights and responsibilities associated with the instrument. The
instrument would not be cancelled or otherwise extinguished on the measurement date.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

5. ADOPTION OF NEW MFRSs AND AMENDMENTS TO MFRSs

5.1 New MFRSs adopted during the current financial year

The Group and the Company adopted the following Standards of the MFRS Framework that were
issued by the Malaysian Accounting Standards Board (“MASB”) during the financial year.

Title Effective Date


Amendments to MFRS 112 Recognition of Deferred Tax Assets for Unrealised
Losses 1 January 2017
Amendments to MFRS 107 Disclosure Initiative 1 January 2017
Amendments to MFRS 12 Annual Improvements to MFRS Standards 2014 -
2016 Cycle 1 January 2017

Adoption of the above Standards did not have any material effect on the financial performance
or position of the Group and of the Company.

5.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 1
January 2018

The following are Standards of the MFRS Framework that have been issued by the MASB but
have not been early adopted by the Group and the Company:

Title Effective Date


Amendments to MFRS 1 Annual Improvements to MFRS Standards 2014 -
2016 Cycle 1 January 2018
MFRS 15 Revenue from Contracts with Customers 1 January 2018
Clarifications to MFRS 15 1 January 2018
MFRS 9 Financial Instruments (IFRS 9 as issued by IASB in July 2014) 1 January 2018
Amendments to MFRS 2 Classification and Measurement of Share-based
Payment Transactions 1 January 2018
Amendments to MFRS 128 Annual Improvements to MFRS Standards 2014 -
2016 Cycle 1 January 2018
IC Interpretation 22 Foreign Currency Transactions and Advance
Consideration 1 January 2018
Amendments to MFRS 140 Transfers of Investment Property 1 January 2018
Amendments to MFRS 4 Applying MFRS 9 Financial Instruments with MFRS See MFRS 4
4 Insurance Contracts Paragraphs 46
and 48
MFRS 16 Leases 1 January 2019
IC Interpretation 23 Uncertainty over Income Tax Treatments 1 January 2019
Amendments to MFRS 128 Long-term Interests in Associates and Joint
Ventures 1 January 2019
Amendments to MFRS 9 Prepayment Features with Negative
Compensation 1 January 2019
Amendments to MFRS 3 Annual Improvements to MFRS Standards 2015–
2017 Cycle 1 January 2019
Amendments to MFRS 11 Annual Improvements to MFRS Standards 2015–
2017 Cycle 1 January 2019
Amendments to MFRS 112 Annual Improvements to MFRS Standards
2015–2017 Cycle 1 January 2019

81
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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

5. ADOPTION OF NEW MFRSs AND AMENDMENTS TO MFRSs (continued)

5.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 1
January 2018 (continued)

Amendments to MFRS 123 Annual Improvements to MFRS Standards 2015–


2017 Cycle 1 January 2019
Amendments to MFRS 119 Plan Amendment, Curtailment or Settlement 1 January 2019
Amendments to References to the Conceptual Framework in MFRS 1 January 2020
Standards
MFRS 17 Insurance Contracts 1 January 2021
Amendments to MFRS 10 and MFRS 128 Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture Deferred

The Group and the Company are in the process of assessing the impact of implementing these
Standards and Amendments since the effects would only be observable for future financial
years.

6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated by the management of the Group and are based on
historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.

The management makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, rarely equal the related actual results. To enhance the information content
of the estimates, certain key variables that are anticipated to have a material impact to the Group’s
results and financial position are tested for sensitivity to changes in the underlying parameters. The
estimates and assumptions that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are outlined below:

(a) Adequacy of write-down of inventories to net realisable value

Write-down of inventories to net realisable value was mainly based on management’s estimates,
which had been derived from expectation of current market prices and future demand.

Management focused on the risk that the carrying amount of inventories may not be stated at the
lower of cost and net realisable value, the determination of which requires the management to
exercise significant judgement in estimating the net realisable value of the inventories.

In estimating the net realisable value of the inventories, the management considers the current
economic trends and changes in customer preference of the respective inventories.

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NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

(b) Recoverability of trade receivables

Management recognises allowances for impairment losses on trade receivables based on specific
known facts or circumstances or customers’ abilities to pay.

The determination of whether the trade receivables are recoverable involves significant
management judgement and inherent subjectivity given uncertainty regarding the ability of the
trade receivables to settle their debts. Management focused on the risk that the impairment
losses on trade receivables may be understated and hence, further impairment losses may be
required.

(c) Impairment assessment of the carrying amounts of cost of investment in a subsidiary and amount
owing by a subsidiary

Management used a Value in Use model to compute the present value of forecasted future cash
flows for a subsidiary to determine if there is any impairment loss required on the cost of
investment in a subsidiary and amount owing by the subsidiary.

Management has focused on the impairment assessment of the carrying amount of the cost of
investment in this subsidiary and the amount owing by this subsidiary as the process is complex
and the determination of whether or not an impairment loss is necessary involved significant
judgements and estimates by the Directors about the future results and key assumptions applied
to cash flow projections of the subsidiary in determining its recoverable amounts. These key
assumptions include forecast growth in future revenues and operating profit margins, as well as
determining an appropriate pre-tax discount rate and growth rates.

83
NOTES TO THE FINANCIAL STATEMENTS
30 APRIL 2018 (continued)

7. PROPERTY, PLANT AND EQUIPMENT

Transfer from
Depreciation prepaid lease
Balance as at charge for the payments for Balance as at
1.5.2017 Additions Disposal Reclassification financial year Written off land (Note 9) 30.4.2018
Group RM RM RM RM RM RM RM RM

Carrying amount

Long term leasehold land 20,820,062 2,821,323 - - (256,432) - 653,846 24,038,799


Buildings and improvements 13,973,153 - - - (1,158,251) - - 12,814,902
Plant, machinery, tools and
equipment 50,377,872 9,322,812 - - (6,354,039) - - 53,346,645
Motor vehicles 368,026 336,000 (89,833) - (112,950) - - 501,243
Office equipment, furniture and
fittings 1,437,082 280,435 - - (286,655) (2,359) - 1,428,503
Renovation 9,182,076 1,472,000 - 1,626,638 (1,472,230) - - 10,808,484
Construction-in-progress 1,847,569 4,000 - (1,626,638) - - - 224,931

98,005,840 14,236,570 (89,833) - (9,640,557) (2,359) 653,846 103,163,507

<---------------------------------At 30.4.2018 ------------------------------>


Accumulated
Accumulated impairment Carrying
APOLLO FOOD HOLDINGS BERHAD (291471-M)

Cost depreciation loss amount


RM RM RM RM

Long term leasehold land 27,054,380 (3,015,581) - 24,038,799


Buildings and improvements 24,731,467 (9,994,454) (1,922,111) 12,814,902
Plant, machinery, tools and equipment 170,400,246 (117,053,601) - 53,346,645
Motor vehicles 2,594,684 (2,093,441) - 501,243
Office equipment, furniture and fittings 5,960,248 (4,531,745) - 1,428,503
Renovation 15,419,734 (4,611,250) - 10,808,484
Construction-in-progress 224,931 - - 224,931

246,385,690 (141,300,072) (1,922,111) 103,163,507


84

ANNUAL REPORT 2018

84
NOTES TO THE FINANCIAL STATEMENTS
30 APRIL 2018 (continued)

7. PROPERTY, PLANT AND EQUIPMENT (continued)

Depreciation
Balance as at charge for the Balance as at
1.5.2016 Additions Disposal financial year Written off 30.4.2017
Group RM RM RM RM RM

Carrying amount

Long term leasehold land 21,033,717 - - (213,655) - 20,820,062


Buildings and improvements 15,135,035 - - (1,161,882) - 13,973,153
Plant, machinery, tools and equipment 54,862,546 1,800,859 - (6,285,533) - 50,377,872
Motor vehicles 57,342 347,196 - (36,512) - 368,026
Office equipment, furniture and fittings 1,496,888 256,733 (165) (315,346) (1,028) 1,437,082
Renovation 8,439,896 1,897,818 - (1,155,638) - 9,182,076
Construction-in-progress 1,472,657 374,912 - - - 1,847,569

102,498,081 4,677,518 (165) (9,168,566) (1,028) 98,005,840

<---------------------------------At 30.4.2017 ------------------------------>


Accumulated
Accumulated impairment Carrying
Cost depreciation loss amount
RM RM RM RM
APOLLO FOOD HOLDINGS BERHAD (291471-M)

Long term leasehold land 22,733,057 (1,912,995) - 20,820,062


Buildings and improvements 24,731,467 (8,836,203) (1,922,111) 13,973,153
Plant, machinery, tools and equipment 161,077,434 (110,699,562) - 50,377,872
Motor vehicles 2,356,684 (1,988,658) - 368,026
Office equipment, furniture and fittings 5,689,213 (4,252,131) - 1,437,082
Renovation 12,321,096 (3,139,020) - 9,182,076
Construction-in-progress 1,847,569 - - 1,847,569

230,756,520 (130,828,569) (1,922,111) 98,005,840

85
ANNUAL REPORT 2018
85
APOLLO FOOD HOLDINGS BERHAD (291471-M) 86

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

8. INVESTMENT PROPERTIES

Balance Depreciation Balance


as at charge for the as at
1.5.2017 financial year 30.4.2018
Group RM RM RM

Carrying amount

Freehold land 12,280,246 - 12,280,246


Freehold buildings 264,678 (8,332) 256,346
Leasehold land and building 1,438,208 (205,458) 1,232,750

13,983,132 (213,790) 13,769,342

<--------------------At 30.4.2018 -------------------->


Accumulated Carrying
Cost depreciation amount
RM RM RM

Freehold land 12,280,246 - 12,280,246


Freehold buildings 416,587 (160,241) 256,346
Leasehold land and building 4,931,000 (3,698,250) 1,232,750

17,627,833 (3,858,491) 13,769,342

Balance Depreciation Balance


as at charge for the as at
1.5.2016 financial year 30.4.2017
Group RM RM RM

Carrying amount

Freehold land 12,280,246 - 12,280,246


Freehold buildings 273,015 (8,337) 264,678
Leasehold land and building 1,643,665 (205,457) 1,438,208

14,196,926 (213,794) 13,983,132

<---------------------At 30.4.2017 -------------------->


Accumulated Carrying
Cost depreciation amount
RM RM RM

Freehold land 12,280,246 - 12,280,246


Freehold buildings 416,587 (151,909) 264,678
Leasehold land and building 4,931,000 (3,492,792) 1,438,208

17,627,833 (3,644,701) 13,983,132


APOLLO FOOD HOLDINGS BERHAD (291471-M) 87

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

8. INVESTMENT PROPERTIES (continued)

Direct operating expenses arising from investment properties during the financial year are as follows:

Group
2018 2017
RM RM

Quit rent and assessment


- generating rental income 16,703 16,703
- not generating rental income 49,838 49,838

Insurance
- generating rental income 4,023 3,901

The fair value of the investment properties of approximately RM23,800,000 (2017: RM23,800,000) was
assessed by the Directors as at the end of the reporting period based on the recommendation by
external and independent valuer, having appropriate recognised professional qualification and recent
experience in the location and category of property being valued using the “Cost Approach of
Valuation”.

9. PREPAID LEASE PAYMENTS FOR LAND

Transfer to
Balance property, plant Balance
as at and equipment as at
1.5.2017 (Note 7) 30.4.2018
Group RM RM RM

Carrying amount
Short term leasehold land 653,846 (653,846) -

<---------------At 30.4.2018 ---------------->


Accumulated Carrying
Cost amortisation amount
RM RM RM

Short term leasehold land - - -

Balance Amortisation Balance


as at charge for the as at
1.5.2016 financial year 30.4.2017
Group RM RM RM

Carrying amount
Short term leasehold land 769,231 (115,385) 653,846

<---------------At 30.4.2017 ---------------->


Accumulated Carrying
Cost amortisation amount
RM RM RM

Short term leasehold land 1,500,000 (846,154) 653,846

87
APOLLO FOOD HOLDINGS BERHAD (291471-M) 88

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

9. PREPAID LEASE PAYMENTS FOR LAND (continued)

During the financial year, the lease term of the land had been granted with an extension until year
2109.

10. INVESTMENTS IN SUBSIDIARIES

Company
2018 2017
RM RM

Unquoted equity shares, at cost 39,378,234 39,378,234


Equity loan 20,000,000 -

59,378,234 39,378,234

The Directors of the Company have reassessed the nature of the amounts owing by subsidiaries and
determined that an outstanding balance amounting to RM20,000,000 (2017: Nil) shall constitute an
equity loan to a subsidiary as it is unsecured, interest free and settlement is neither planned nor likely
to occur in the foreseeable future and is considered to be part of the investment of the Company
providing the subsidiary with a long term source of additional capital.

The details of the subsidiaries are as follows:


Effective interest
Country of in equity
Name of company incorporation 2018 2017 Principal activities
% %

Apollo Food Industries (M) Sdn. Malaysia 100 100 Manufacturing of compound
Bhd.# chocolates, chocolate
confectionery products and
cakes.

Hap Huat Food Industries Sdn. Malaysia 100 100 Investment holding
Bhd.#

#
Subsidiaries audited by BDO Malaysia

11. OTHER INVESTMENTS

Group Company
2018 2017 2018 2017
RM RM RM RM
Available-for-sale financial assets
- quoted shares in Malaysia 3,685,044 4,709,116 1,597,972 4,080,096
- unquoted shares in Malaysia 1,000 1,000 - -

Total other investments 3,686,044 4,710,116 1,597,972 4,080,096

88
APOLLO FOOD HOLDINGS BERHAD (291471-M) 89

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

11. OTHER INVESTMENTS (continued)

(a) The reconciliation of movements in the other investments are as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM

Balance as at beginning of
financial year 4,710,116 3,308,348 4,080,096 2,115,022
Additions 1,854,336 524,561 36,003 328,220
Disposals (2,492,300) (670,750) (2,426,180) -
Fair value gain 408,632 1,890,956 361,199 1,636,854
Impairment loss (794,740) (342,999) (453,146) -

Balance as at end of financial


year 3,686,044 4,710,116 1,597,972 4,080,096

(b) Information on the fair value hierarchy is disclosed in Note 31 to the financial statements.

(c) Information on financial risks of other investments is disclosed in Note 32 to the financial
statements.

12. INVENTORIES

Group
2018 2017
RM RM
At cost
Raw materials 4,915,130 7,309,203
Work-in-progress 1,086,716 1,209,787
Finished goods 5,088,980 3,414,424
Packaging materials 3,812,088 3,914,537

14,902,914 15,847,951

During the financial year, inventories of the Group recognised as cost of sales amounted to
RM112,273,770 (2017: RM130,981,461).
APOLLO FOOD HOLDINGS BERHAD (291471-M) 90

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

13. TRADE AND OTHER RECEIVABLES

Group Company
2018 2017 2018 2017
RM RM RM RM

Trade receivables
Third parties 28,670,643 36,437,505 - -

Other receivables
Other receivables 148,194 215,334 - -
Amounts owing by subsidiaries - - 29,733,635 40,742,522
Interest receivable from deposits
with licensed banks 106,930 212,185 55,271 138,194
Deposits 350,751 351,035 2,150 2,150

605,875 778,554 29,791,056 40,882,866

Loans and receivables 29,276,518 37,216,059 29,791,056 40,882,866

Deposits and prepayments


Deposits 164,077 562,774 - -
Prepayments 113,187 155,673 13,333 13,333

277,264 718,447 13,333 13,333

29,553,782 37,934,506 29,804,389 40,896,199

(a) Trade receivables are non-interest bearing and the normal trade terms granted by the Group
ranges from 30 days to 90 days (2017: 30 days to 90 days) from the date of invoice. They are
recognised at their original invoice amounts, which represent their fair values on initial recognition.

(b) Amounts owing by subsidiaries are unsecured, interest-free and receivable upon demand in cash
and cash equivalents.

(c) The currency exposure profile of loans and receivables are as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM

Ringgit Malaysia 18,783,124 18,522,037 29,791,056 40,882,866


United States Dollar 10,483,267 18,694,022 - -
Singapore Dollar 10,127 - - -

29,276,518 37,216,059 29,791,056 40,882,866

90
APOLLO FOOD HOLDINGS BERHAD (291471-M) 91

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

13. TRADE AND OTHER RECEIVABLES (continued)

(d) The ageing analysis of trade receivables of the Group is as follows:

Group
2018 2017
RM RM

Neither past due nor impaired 21,062,492 23,694,938

Past due, not impaired


1 to 30 days 6,594,566 9,188,283
31 to 60 days 411,359 2,770,540
More than 61 days 602,226 783,744

7,608,151 12,742,567

28,670,643 36,437,505

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good
payment records with the Group. Based on past experience, the Board believes that no allowance
for impairment is necessary in respect of those balances.

None of the trade receivables of the Group that are neither past due nor impaired have been
renegotiated during the financial year.

Receivables that are past due but not impaired

Trade receivables that are past due but not impaired mainly arose from active customers with on-
going business relationship, in which the management is of the view that the amounts are
recoverable based on past payments history.

Trade receivables of the Group that are past due but not impaired are unsecured in nature.

(e) Information on financial risks of trade and other receivables is disclosed in Note 32 to the financial
statements.

14. SHORT TERM FUND

Group Company
2018 2017 2018 2017
RM RM RM RM
At fair value through
profit or loss
Investments in trust fund in
Malaysia 2,250,928 2,179,277 - -

(a) Investments in trust fund in Malaysia represent investments in highly liquid money market
instruments, which are readily convertible to known amounts of cash and are subject to an
insignificant risk of changes in value.

91
APOLLO FOOD HOLDINGS BERHAD (291471-M) 92

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

14. SHORT TERM FUND (continued)

(b) Short term fund is denominated in Ringgit Malaysia (‘RM’).

(c) Information on financial risks of short term fund is disclosed in Note 32 to the financial statements.

15. CASH AND BANK BALANCES

Group Company
2018 2017 2018 2017
RM RM RM RM

Cash and bank balances 37,206,720 40,380,105 69,201 138,269


Deposits with licensed banks 57,559,836 62,123,645 13,637,288 24,649,630

94,766,556 102,503,750 13,706,489 24,787,899

(a) The currency exposure profile of cash and bank balances are as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM

Euro 18,387,838 26,603,095 - -


Ringgit Malaysia 57,494,929 67,479,292 13,706,489 24,787,899
United States Dollar 18,883,789 8,421,363 - -

94,766,556 102,503,750 13,706,489 24,787,899

(b) Information on financial risks of cash and bank balances is disclosed in Note 32 to the financial
statements.

92
APOLLO FOOD HOLDINGS BERHAD (291471-M) 93

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

16. SHARE CAPITAL

Group and Company


2018 2017
Number Number
of shares RM of shares RM

Issued and fully paid up ordinary


shares
At beginning/end of financial year 80,000,000 80,000,000 80,000,000 80,000,000

The owners of the parent of ordinary shares are entitled to receive dividends as and when declared by
the Company and are entitled to one (1) vote per ordinary share at meetings of the Company. All
ordinary shares rank pari passu with regard to the Company’s residual assets.

With the introduction of the Companies Act 2016 effective 31 January 2017, the concepts of authorised
share capital and par value of share capital have been abolished. There is no impact on the number of
ordinary shares in issue or the relative entitlement of any of the members as a result of the adoption of
the Companies Act 2016.

17. RESERVES

Group Company
2018 2017 2018 2017
RM RM RM RM

Non-distributable:
Share premium 4,325,454 4,325,454 4,325,454 4,325,454
Available-for-sale reserve 219,793 926,236 307,627 1,038,965

4,545,247 5,251,690 4,633,081 5,364,419


Distributable:
Retained earnings 159,070,575 167,998,734 19,351,737 23,185,105

163,615,822 173,250,424 23,984,818 28,549,524

(a) Share premium

Companies Act 2016 (“CA2016”) has come into effect on 31 January 2017. Following the adoption
of CA2016, the share premium account will now be merged with the Company’s share capital.
Notwithstanding that, Section 618 of CA2016 provides a transitional period of twenty four (24)
months to utilise the amounts in the share premium account. Therefore, the Company has not
consolidated the share premium into share capital until the expiry of the transitional period.

(b) Available-for-sale reserve

This reserve arose from fair value gains or losses of financial assets classified as other investments.

93
APOLLO FOOD HOLDINGS BERHAD (291471-M) 94

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

18. RETIREMENT BENEFITS OBLIGATIONS

(a) 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 (5)
years services with the Group are entitled to retirement benefits based on their last drawn final
salary and length of service on attainment of the retirement age of 60.

(b) The amounts recognised in the statements of financial position are determined as follows:

2018 2017
Group RM RM

Present value of defined benefit obligations 2,389,937 2,096,302

Analysed as follows:
Non-current liabilities 2,389,937 2,096,302

(c) The following table sets out the reconciliation of defined benefit plan:

2018 2017
Group RM RM

Balance as at beginning of financial year 2,096,302 1,704,721

Current service costs 227,723 145,596


Past service costs (37,051) 153,094
Interest costs 102,963 92,891

Included in profit or loss 293,635 391,581

Balance as at end of financial year 2,389,937 2,096,302

(d) The principal actuarial assumptions used are as follows:


Group
2018 2017
% %

Discount rate 5.0 5.0


Expected rate of salary increases 5.5 5.5

94
APOLLO FOOD HOLDINGS BERHAD (291471-M) 95

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

19. DEFERRED TAX LIABILITIES/(ASSETS)

(a) The deferred tax assets and liabilities are made up of the following:

Group Company
2018 2017 2018 2017
RM RM RM RM

Balance as at beginning of
financial year 11,092,079 11,894,074 (61,440) (57,600)
Recognised in profit or loss
(Note 23) (1,566,836) (801,995) (3,360) (3,840)

Balance as at end of financial


year 9,525,243 11,092,079 (64,800) (61,440)

Presented after appropriate


offsetting

Deferred tax liabilities 11,014,813 12,141,391 - -


Deferred tax assets (1,489,570) (1,049,312) (64,800) (61,440)

At end of financial year 9,525,243 11,092,079 (64,800) (61,440)

(b) The components and movements of deferred tax assets and liabilities during the financial year prior
to offsetting are as follows:

Deferred tax assets of the Group

Property, plant
and equipment Payables Others Total
RM RM RM RM

Balance as at 1 May 2017 (46,228) (1,003,084) - (1,049,312)


Recognised in profit or loss 3,981 (60,909) (383,330) (440,258)

Balance as at 30 April 2018 (42,247) (1,063,993) (383,330) (1,489,570)

Balance as at 1 May 2016 (26,632) (215,876) - (242,508)


Recognised in profit or loss (19,596) (787,208) - (806,804)

Balance as at 30 April 2017 (46,228) (1,003,084) - (1,049,312)

95
APOLLO FOOD HOLDINGS BERHAD (291471-M) 96

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

19. DEFERRED TAX LIABILITIES/(ASSETS) (continued)

(b) The components and movements of deferred tax assets and liabilities during the financial year
prior to offsetting are as follows: (continued)

Deferred tax liabilities of the Group

Property, plant
and equipment Others Total
RM RM RM

Balance as at 1 May 2017 11,418,549 722,842 12,141,391


Recognised in profit or loss (403,736) (722,842) (1,126,578)

Balance as at 30 April 2018 11,014,813 - 11,014,813

Balance as at 1 May 2016 12,136,582 - 12,136,582


Recognised in profit or loss (718,033) 722,842 4,809

Balance as at 30 April 2017 11,418,549 722,842 12,141,391

Deferred tax assets of the Company


Payables
RM

Balance as at 1 May 2017 (61,440)


Recognised in profit or loss (3,360)

Balance as at 30 April 2018 (64,800)

Balance as at 1 May 2016 (57,600)


Recognised in profit or loss (3,840)

Balance as at 30 April 2017 (61,440)

20. TRADE AND OTHER PAYABLES

Group Company
2018 2017 2018 2017
RM RM RM RM

Trade payables
Third parties 2,484,829 4,378,174 - -

Other payables
Other payables 826,199 942,686 - -
Accruals 4,509,885 4,654,155 545,250 570,000
Deposits received 117,500 117,500 - -

5,453,584 5,714,341 545,250 570,000

7,938,413 10,092,515 545,250 570,000

96
APOLLO FOOD HOLDINGS BERHAD (291471-M) 97

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

20. TRADE AND OTHER PAYABLES (continued)

(a) Trade payables are non-interest bearing and the normal trade terms granted to the Group range
from 7 days to 60 days (2017: 7 days to 60 days) from the date of invoice.

(b) The currency exposure profile of trade and other payables are as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM

Ringgit Malaysia 7,588,401 9,465,345 545,250 570,000


United States Dollar 350,012 627,170 - -

7,938,413 10,092,515 545,250 570,000

(c) Information on financial risks of trade and other payables is disclosed in Note 32 to the financial
statements.

21. REVENUE

Group Company
2018 2017 2018 2017
RM RM RM RM

Sale of goods 190,739,163 208,802,530 - -


Dividend income
- subsidiaries - - 15,200,000 20,020,018
- others 79,284 115,764 65,484 92,894

79,284 115,764 15,265,484 20,112,912

190,818,447 208,918,294 15,265,484 20,112,912

97
APOLLO FOOD HOLDINGS BERHAD (291471-M) 98

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

22. PROFIT BEFORE TAX

Other than those disclosed elsewhere in the financial statements, profit before tax is arrived at:

Group Company
2018 2017 2018 2017
RM RM RM RM
After charging:

Auditors’ remuneration 88,000 88,000 30,000 30,000


Impairment loss on other
investments 794,740 342,999 453,146 -
Net loss on foreign exchange
- realised 517,172 - - -
- unrealised 1,597,207 - - -
Rental of premises 57,600 62,400 - -

And after crediting:

Gain on disposals of:


- property, plant and equipment 8,167 4,835 - -
- other investments 1,320,330 81,369 1,280,427 -
Interest income from financial
institutions 2,401,373 2,914,205 767,821 1,310,349
Rental income from investment
properties 416,700 409,000 - -
Net gain on foreign exchange
- realised - 2,811,630 - -
- unrealised - 3,011,844 - -

(a) Directors’ remuneration

Group Company
2018 2017 2018 2017
RM RM RM RM
Directors’ remuneration paid
and payable to Directors:
- Directors’ fees:
- paid and payable by the
Company 225,000 268,000 225,000 268,000
- paid and payable by the
subsidiaries 36,000 36,000 - -
- Other emoluments:
- paid and payable by the
Company 54,500 51,250 54,500 51,250
- paid and payable by the
subsidiaries 9,559,994 9,777,172 - -

9,875,494 10,132,422 279,500 319,250


APOLLO FOOD HOLDINGS BERHAD (291471-M) 99

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

23. TAX EXPENSE

Group Company
2018 2017 2018 2017
RM RM RM RM

Income tax
- current year 5,535,370 7,645,137 181,738 310,624
- (over)/under-provision in prior
years (314,496) (12,604) (613) 2,493

5,220,874 7,632,533 181,125 313,117

Deferred tax (Note 19)


- origination and reversal of
temporary differences (1,561,071) (918,297) (3,360) (3,840)
- (over)/under-provision in prior
years (5,765) 116,302 - -

(1,566,836) (801,995) (3,360) (3,840)

3,654,038 6,830,538 177,765 309,277

(a) The Malaysian income tax is calculated at the statutory tax rate of 24% (2017: 24%) of the
estimated taxable profit for the fiscal year.

(b) The numerical reconciliations between the tax expense and the product of accounting profit
multiplied by the applicable tax rates of the Group and of the Company are as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM
Profit before tax 14,725,879 24,663,555 16,344,397 20,888,498

Tax expense at the applicable


tax rate of 24% (2017: 24%) 3,534,211 5,919,253 3,922,656 5,013,240

Tax effects in respect of:

Non-allowable expenses 845,148 923,824 225,471 119,022


Non-taxable income (405,060) (116,237) (3,969,749) (4,825,478)

3,974,299 6,726,840 178,378 306,784


(Over)/Under-provision in
prior years
- income tax (314,496) (12,604) (613) 2,493
- deferred tax (5,765) 116,302 - -

3,654,038 6,830,538 177,765 309,277

99
APOLLO FOOD HOLDINGS BERHAD (291471-M) 100

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

23. TAX EXPENSE (continued)

(c) Tax on each component of other comprehensive income is as follows:

Before tax Tax effect After tax


RM RM RM
Group
Items that may be reclassified subsequently to
profit or loss

2018

Other investments
- fair value gain 408,632 - 408,632
- reclassification to profit or loss upon disposal (1,115,075) - (1,115,075)

(706,443) - (706,443)

2017

Other investments
- fair value gain 1,890,956 - 1,890,956
- reclassification to profit or loss upon disposal (34,131) - (34,131)

1,856,825 - 1,856,825

Company
Items that may be reclassified subsequently to
profit or loss

2018

Other investments
- fair value gain 361,199 - 361,199
- reclassification to profit or loss upon disposal (1,092,537) - (1,092,537)

(731,338) - (731,338)

2017

Fair value gain on other investments 1,636,854 - 1,636,854


APOLLO FOOD HOLDINGS BERHAD (291471-M) 101

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

24. DIVIDENDS

Group and Company


2018 2017
Gross dividend Amount of Gross dividend Amount of
per share dividend per share dividend
sen RM sen RM
In respect of the financial year
ended 30 April 2017

Final single tier dividend 25 20,000,000 - -

In respect of the financial year


ended 30 April 2016

Final single tier dividend - - 30 24,000,000

A final single tier dividend in respect of the financial year ended 30 April 2018 of 20 sen per ordinary
share, amounting to RM16,000,000 has been proposed by the Directors after the end of reporting
period for shareholders’ approval at the forthcoming Annual General Meeting. The financial
statements for the current financial year do not reflect this proposed dividend. This dividend, if
approved by shareholders, would be accounted for as an appropriation of retained earnings in the
financial year ending 30 April 2019.

25. EMPLOYEE BENEFITS

Group Company
2018 2017 2018 2017
RM RM RM RM

Salaries, wages and bonuses 32,115,683 30,226,325 54,500 51,250


Contributions to defined
contribution plan 2,826,597 2,568,319 - -
Defined benefit plan 293,635 391,581 - -
Social security contribution 248,799 218,898 - -
Other benefits 117,587 97,823 - -

35,602,301 33,502,946 54,500 51,250

Included in the employee benefits of the Group and of the Company are Directors’ remuneration
amounting to RM9,614,494 (2017: RM9,828,422) and RM54,500 (2017: RM51,250) respectively.

26. COMMITMENTS

Group
2018 2017
RM RM

Capital expenditure in respect of purchase of property, plant


and equipment:
Contracted but not provided for 312,616 6,181,000

101
APOLLO FOOD HOLDINGS BERHAD (291471-M) 102

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

27. EARNINGS PER ORDINARY SHARE

(a) Basic

Basic earnings per ordinary share for the financial year is calculated by dividing profit for the
financial year attributable to owners of the parent by the weighted average number of ordinary
shares outstanding during the financial year.

Group
2018 2017
RM RM

Profit attributable to equity holders of the parent (‘RM’) 11,071,841 17,833,017

Weighted average number of ordinary shares in issue (units) 80,000,000 80,000,000

Basic earnings per ordinary share (sen) 13.84 22.29

(b) Diluted

Diluted earnings per ordinary share for the current and previous financial years is equal to the
basic earnings per ordinary share for the respective financial year as there were no outstanding
dilutive potential ordinary shares at the end of each reporting period.

28. CONTINGENT LIABILITIES

On-going litigation

In the previous financial year on 7 April 2017, Apollo Food Industries (M) Sdn. Bhd. (“AFI”), a wholly
owned subsidiary of Apollo Food Holdings Berhad, received a Writ of Summon from Mondelez Europe
GMBH (“Mondelez”), seeking to restrain AFI from selling one of their product on the basis that such
product infringes Mondelez’s rights.

The Directors have consulted legal counsel and no court trial date has been fixed as there was a
mediation between the parties held on 11 April 2018 and 7 June 2018.

Subsequent to the mediation meetings, both parties have agreed to settle the matter and are
currently working on the details of the settlement. Based on the advice of the solicitors, the details of
the settlement is primarily focused on both parties to bear their own legal costs without further
claims on each party.

The Directors are of the view that other than the legal professional consultancy fees incurred of
RM66,000 which had been accrued for in the Group’s financial statements, the Directors are not
aware of any contractual obligation, guarantee or otherwise which may affect the Group as a result of
this litigation.

102
APOLLO FOOD HOLDINGS BERHAD (291471-M) 103

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

29. RELATED PARTY DISCLOSURES

(a) Identities of related parties

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly,
to control the party or exercise significant influence over the party in making financial and
operating decisions, or vice versa, or where the Group and the party are subject to common
control or common significant influence. Related parties could be individuals or other entities.

The Company has controlling related party relationships with its subsidiaries and its holding
company.

(b) In addition to the transactions and balances detailed elsewhere in the financial statements, the
Company had the following transactions with the related parties during the financial year:

Company
2018 2017
RM RM
Subsidiaries:
Dividend income 15,200,000 20,020,018

The related party transaction described above was carried out based on negotiated terms and
conditions and mutually agreed with the related parties.

(c) Compensation of key management personnel

Key management personnel are those persons having the authority and responsibility for
planning, directing and controlling the activities of the entity, directly and indirectly, including any
Director (whether executive or otherwise) of the Group and the Company.

The remuneration of Directors during the financial year was as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM

Short term employee benefits 8,486,974 8,789,718 54,500 51,250


Contributions to defined
contribution plan 1,017,825 994,097 - -
Defined benefit plan 109,695 44,607 - -

9,614,494 9,828,422 54,500 51,250

Fees 261,000 304,000 225,000 268,000

9,875,494 10,132,422 279,500 319,250

103
APOLLO FOOD HOLDINGS BERHAD (291471-M) 104

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

30. OPERATING SEGMENTS

Apollo Food Holdings Berhad and its subsidiaries are principally engaged in investment holding,
manufacturing, distributing and trading in compound chocolates, chocolate confectionery products
and cakes.

Apollo Food Holdings Berhad has arrived at two (2) reportable segments that are organised and
managed separately according to the nature of products and services, specific expertise and
technologies requirements, which requires different business and marketing strategies. The
reportable segments are summarised as follows:

(i) Investment holding division

(ii) Manufacturing, marketing and distribution

Manufacturing, marketing and distribution of compound chocolates, chocolate confectionery


products and cakes.

The accounting policies of operating segments are the same as those described in the summary of
significant accounting policies. Segment performance is evaluated based on operating profit,
excluding non-recurring losses, and in certain respect as explained in the table below, it is measured
differently from operating profit in consolidated financial statements.

Inter-segment revenue is priced along the same lines as sales to external customers and is eliminated
in the consolidated financial statements. These policies have been applied constantly throughout the
current and previous financial years.

Segment assets exclude tax assets. Segment liabilities exclude tax liabilities. Details are provided in the
reconciliations from segment assets and liabilities to the position of the Group.

104
APOLLO FOOD HOLDINGS BERHAD (291471-M) 105

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

30. OPERATING SEGMENTS (continued)

Details are provided in the reconciliations from segment assets and liabilities to the position of the
Group. All the assets and capital expenditure of the Group are located within Malaysia.

Manufacturing,
Investment marketing and
holding distribution Elimination Total
2018 RM RM RM RM

Revenue
Revenue from external customers 79,284 190,739,163 - 190,818,447
Inter-segment revenue 15,200,000 - (15,200,000) -

Total revenue 15,279,284 190,739,163 (15,200,000) 190,818,447

Segment profit before income tax 1,127,371 13,598,508 - 14,725,879

Interest income 962,495 1,438,878 - 2,401,373

Rental income 396,000 20,700 - 416,700

Other material non-cash items:


- depreciation and amotisation (230,020) (9,624,327) - (9,854,347)
- gain on disposals of other investments 1,320,330 - - 1,320,330
- impairment loss on other investments (794,740) - - (794,740)
- net unrealised loss in foreign exchange - (1,597,207) - (1,597,207)

Additions to non-current assets other


than financial instruments and
deferred tax assets - 14,236,570 - 14,236,570

Segment assets 113,881,643 237,323,299 (89,111,869) 262,093,073

Segment liabilities 661,872 9,666,478 - 10,328,350

105
APOLLO FOOD HOLDINGS BERHAD (291471-M) 106

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

30. OPERATING SEGMENTS (continued)

Manufacturing,
Investment marketing and
holding distribution Elimination Total
2017 RM RM RM RM

Revenue
Revenue from external customers 115,764 208,802,530 - 208,918,294
Inter-segment revenue 20,020,018 - (20,020,018) -

Total revenue 20,135,782 208,802,530 (20,020,018) 208,918,294

Segment profit before income tax 866,717 23,796,838 - 24,663,555

Interest income 1,465,241 1,448,964 - 2,914,205

Rental income 391,000 18,000 - 409,000

Other material non-cash items:


- depreciation and amortisation (230,020) (9,267,725) - (9,497,745)
- gain on disposals of other investments 81,369 - - 81,369
- impairment loss on other investments (342,999) - - (342,999)
- net unrealised gain in foreign exchange - 3,011,844 - 3,011,844

Additions to non-current assets other


than financial instruments and
deferred tax assets - 4,677,518 - 4,677,518

Segment assets 117,119,141 238,820,033 (80,120,756) 275,818,418

Segment liabilities 686,326 11,502,491 12,188,817

(a) Reconciliations of reportable segment revenue, profit or loss, assets and liabilities to the
corresponding amounts of the Group are as follows:

2018 2017
RM RM
Revenue
Total revenue for reportable segments
- Investment holding 15,279,284 20,135,782
- Manufacturing, marketing and distribution 190,739,163 208,802,530
206,018,447 228,938,312

Inter-segment revenue (15,200,000) (20,020,018)

Revenue from external customers 190,818,447 208,918,294

Profit for the financial year


Total profit or loss for reportable segments 14,725,879 24,663,555
Tax expense (3,654,038) (6,830,538)

Profit for the financial year of the Group per consolidated


statement of profit or loss and other comprehensive income 11,071,841 17,833,017

106
APOLLO FOOD HOLDINGS BERHAD (291471-M) 107

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

30. OPERATING SEGMENTS (continued)

(a) Reconciliations of reportable segment revenue, profit or loss, assets and liabilities to the
corresponding amounts of the Group are as follows: (continued)

2018 2017
RM RM

Total assets for reportable segments 262,093,073 275,818,418


Tax assets 1,441,285 839,423

Assets of the Group per consolidated statement of financial


position 263,534,358 276,657,841

Total liabilities for reportable segments 10,328,350 12,188,817


Tax liabilities 9,590,186 11,218,600

Liabilities of the Group per consolidated statement of financial


position 19,918,536 23,407,417

(b) Geographical segments

In presenting information on the basis of geographical areas, segment revenue is based on the
geographical location of the Group’s customers.

2018 2017
Revenue from external customers RM RM

Malaysia 129,236,182 134,063,900


Asean (excluding Malaysia) 54,700,252 66,596,228
Others 6,882,013 8,258,166

190,818,447 208,918,294

(c) Major customers

Revenue from a customer from sales of products represent approximately RM39,544,274 (2017:
RM48,462,002) of the Group revenue.

31. FINANCIAL INSTRUMENTS

(a) Capital management

The primary objective of the Group’s capital management is to ensure that the Group continues as
going concern while maximising the return to shareholders through the optimisation of the debt
and equity balance. The overall strategy of the Group remains unchanged from previous financial
year.

The Group’s capital structure is represented by the equity of the Company. No changes were made
in the objectives, policies or processes during the financial years ended 30 April 2018 and 30 April
2017.

107
APOLLO FOOD HOLDINGS BERHAD (291471-M) 108

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

31. FINANCIAL INSTRUMENTS (continued)

(a) Capital management (continued)

Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities, the
Group is required to maintain a consolidated shareholders’ equity equal to or not less than the
twenty-five percent (25%) of the issued and paid-up capital and such shareholders’ equity is not
less than RM40,000,000. The Company has complied with this requirement for the financial year
ended 30 April 2018.

The Group is not subject to any other externally imposed capital requirements.

(b) Financial instruments

Categories of financial instruments

Group 2018 2017


RM RM
Financial assets

Available-for-sale
Other investments 3,686,044 4,710,116

Fair value through profit or loss


Short term fund 2,250,928 2,179,277

Loans and receivables


Trade and other receivables 29,276,518 37,216,059
Cash and bank balances 94,766,556 102,503,750

124,043,074 139,719,809

129,980,046 146,609,202

Financial liabilities

Other financial liabilities


Trade and other payables 7,938,413 10,092,515

Company 2018 2017


RM RM
Financial assets

Available-for-sale
Other investments 1,597,972 4,080,096

Loans and receivables


Trade and other receivables 29,791,056 40,882,866
Cash and bank balances 13,706,489
49,791,056 24,787,899
40,882,866

43,497,545 65,670,765

45,095,517 69,750,861

108
APOLLO FOOD HOLDINGS BERHAD (291471-M) 109

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

31. FINANCIAL INSTRUMENTS (continued)

(b) Financial instruments (continued)

Categories of financial instruments (continued)

Company 2018 2017


RM RM
Financial liabilities

Other financial liabilities


Other payables and accruals 545,250 570,000

(c) Methods and assumptions used to estimate fair value

The fair values of financial assets and financial liabilities are determined as follows:

(i) Financial instruments that are not carried at fair values and whose carrying amounts are a
reasonable approximation of fair values

The carrying amounts of financial assets and financial liabilities such as trade and other
receivables, current portion of amounts owing by subsidiaries, and trade and other
payables, are reasonable approximation of fair values due to their short-term nature.

(ii) Quoted shares

The fair value of quoted investments in Malaysia is determined by reference to the


exchange quoted market bid prices at the close of the business at the end of the reporting
period.

(iii) Unquoted shares

In view of the insignificant financial effect on the Group’s profit net of tax with the possible
change in fair value, the effect of fair value was not disclosed in the financial statements.

(iv) Financial guarantees

The Company provides corporate guarantees to a financial institution for banking facilities
granted to a subsidiary. The fair value of such financial corporate guarantees is negligible as
the probability of the subsidiary defaulting on the banking facilities is remote.

(d) Fair value hierarchy

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).

Level 3 fair value measurements are those derived from inputs for the asset or liability that are
not based on observable market data (unobservable inputs).

109
NOTES TO THE FINANCIAL STATEMENTS
30 APRIL 2018 (continued)

31. FINANCIAL INSTRUMENTS (continued)

(d) Fair value hierarchy (continued)

The financial instruments of the Group and of the Company that are carried at fair value and whose carrying amounts approximate its fair value are as
follows:

Fair value of financial instruments


carried at fair value Total fair Carrying
Group Level 1 Level 2 Level 3 Total value amount
2018 RM RM RM RM RM RM

Available-for-sale financial assets


Other investments 3,685,044 - 1,000 3,686,044 3,686,044 3,686,044

Fair value through profit or loss


Short term fund 2,250,928 - - 2,250,928 2,250,928 2,250,928

2017

Available-for-sale financial assets


Other investments 4,709,116 - 1,000 4,710,116 4,710,116 4,710,116

Fair value through profit or loss


Short term fund 2,179,277 - - 2,179,277 2,179,277 2,179,277

Company
APOLLO FOOD HOLDINGS BERHAD (291471-M)

2018

Available-for-sale financial assets


Other investments 1,597,972 - - 1,597,972 1,597,972 1,597,972

2017

Available-for-sale financial assets


Other investments 4,080,096 - - 4,080,096 4,080,096 4,080,096

110
110

ANNUAL REPORT 2018


APOLLO FOOD HOLDINGS BERHAD (291471-M) 111

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s financial risk management objective is to optimise value creation for its shareholders
whilst minimising the potential adverse impact arising from fluctuations in foreign currency exchange
and interest rates. It is, and has been throughout the period under review, the Group’s policy that no
trading and speculation in derivative financial instruments shall be undertaken.

The Group is exposed mainly to credit risk, foreign currency risk, interest rate risk, liquidity and cash
flow risk as well as market price risk. Information on the management of the related exposures are
detailed below.

(i) Credit risk

Cash deposits and trade receivables could give rise to credit risk, which requires the loss to be
recognised if a counter party fails to perform as contracted. The counter parties are licensed
financial institutions and creditworthy customers. It is the policy of the Group to monitor the
financial standing of these counter parties on an ongoing basis to ensure that the Group is
exposed to minimal credit risk.

The Group’s primary exposure to credit risk arises through its trade and other receivables while
the Company’s primary exposure is through the amounts owing by subsidiaries. The Group’s
trading terms with its customers are mainly on credit. The credit period is generally for a period of
30 to 90 days (2017: 30 to 90 days). Each customer has a maximum credit limit and the Group
seeks to maintain strict control over its outstanding receivables via a credit control officer to
minimise credit risk. Overdue balances are reviewed regularly by senior management.

Exposure to credit risk

At the end of each reporting period, the maximum exposure of the Group and of the Company 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

At the end of each reporting period:

(a) Approximately 30% (2017: 46%) of the Group’s trade receivables were due from a customer;
and

(b) The Company does not have any significant concentration of credit risk as at the end of the
reporting period other than the amounts owing by subsidiaries of RM29,733,635 (2017:
RM40,742,522).

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is
disclosed in Note 13 to the financial statements. Bank balances and deposits that are neither past
due nor impaired are placed with reputable financial institutions with good standing.

Financial assets that are past due but not impaired

Information regarding financial assets that are past due but not impaired is disclosed in Note 13
to the financial statements.

111
APOLLO FOOD HOLDINGS BERHAD (291471-M) 112

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(i) Credit risk (continued)

The maximum exposure to credit risk without taking into consideration any collateral held or
other credit enhancement is represented by the carrying amount of financial assets in the
financial statements, net of impairment losses and granting of corporate guarantees to a
subsidiary as follows:

Company
2018 2017
RM RM
Corporate guarantees - unsecured

Issued to bank for facilities granted to a subsidiary


- limit of guarantee 10,000,000 10,000,000

- amount utilised 878,603 794,096

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument
would fluctuate because of changes in foreign exchange rates.

The Group is exposed to foreign exchange risk on sales and purchases that are denominated in
foreign currencies. The Group also hold cash and bank balances denominated in foreign
currencies for working capital purposes.

Foreign currency risk is monitored closely and managed to an acceptable level.

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity analysis of the Group to a reasonably possible
change in United States Dollar (‘USD’), Euro (‘EUR’) and Singapore Dollar (‘SGD’) exchange rates
against the respective functional currencies of the Group entities, with all other variables held
constant:

Group
2018 2017
Profit after tax RM RM

USD/RM - strengthen by 2% (2017: 2%) 441,100 402,600


- weaken by 2% (2017: 2%) (441,100) (402,600)

EUR/RM - strengthen by 2% (2017: 2%) 279,500 404,400


- weaken by 2% (2017: 2%) (279,500) (404,400)

SGD/RM - strengthen by 2% (2017: 2%) 200 -


- weaken by 2% (2017: 2%) (200) -

112
APOLLO FOOD HOLDINGS BERHAD (291471-M) 113

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and of the
Company’s financial instruments would fluctuate because of changes in market interest rates.

The Group’s and the Company’s exposures to market risk of changes in interest rates relates
primarily to the Group’s deposits with investment banks and commercial banks. There is no
formal hedging policy with respect to interest rate exposure.

The following table sets out the carrying amounts, the weighted average effective interest rates
as at the reporting date and the remaining maturities of the Group’s and the Company’s financial
assets that are exposed to interest rate risk.

Weighted
average
effective More
interest Within 1-5 than
As at 30 April 2018 Note rate 1 year years 5 years Total
% RM RM RM RM
Group

Fixed rates
Deposits with licensed
banks 15 3.68 57,559,836 - - 57,559,836

Floating rates
Short term fund 14 3.31 2,250,928 - - 2,250,928

Company

Fixed rates
Deposits with licensed
banks 15 3.57 13,637,288 - - 13,637,288

As at 30 April 2017

Group

Fixed rates
Deposits with licensed
banks 15 3.41 62,123,645 - - 62,123,645

Floating rates
Short term fund 14 3.18 2,179,277 - - 2,179,277

Company

Fixed rates
Deposits with licensed
banks 15 3.49 24,649,630 - - 24,649,630
APOLLO FOOD HOLDINGS BERHAD (291471-M) 114

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Interest rate risk (continued)

Sensitivity analysis for interest rate risk

The following table demonstrates the sensitivity analysis of the Group and of the Company if
interest rates at the end of reporting period changed by 100 basis points with all other variables
held constant.

Group Company
2018 2017 2018 2017
RM RM RM RM
Profit after tax
- Increase by 1% (2017: 1%) 455,000 489,000 104,000 187,000
- Decrease by 1% (2017: 1%) (455,000) (489,000) (104,000) (187,000)

The sensitivity is lower in 2018 than in 2017 because of a decrease in deposits with investment
banks and commercial banks during the financial year. The assumed movement in basis points
for interest rate sensitivity analysis is based on current observable market environment.

(iv) Liquidity and cash flow risk

Liquidity risk and cash flow risk arises from the Group’s management of working capital. It is the
risk that the Group would encounter difficulty in meeting its financial obligations when due.

The Group monitors and maintains a level of cash and cash equivalents deemed adequate by
management to finance the Group’s operations and to mitigate the effects of fluctuations in
cash flows.

The table below summarises the maturity profile of the liabilities of the Group and of the
Company at the end of each reporting date based on contractual undiscounted repayment
obligations.

On demand or
within one One to five Over
year years five years Total
As at 30 April 2018 RM RM RM RM

Group
Financial liabilities
Trade and other payables 7,938,413 - - 7,938,413

Total undiscounted financial


liabilities 7,938,413 - - 7,938,413

Company
Financial liabilities
Trade and other payables 545,250 - - 545,250
Financial guarantees* 10,000,000 - - 10,000,000

Total undiscounted financial


liabilities 10,545,250 - - 10,545,250

114
APOLLO FOOD HOLDINGS BERHAD (291471-M) 115

ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS


30 APRIL 2018 (continued)

32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iv) Liquidity and cash flow risk (continued)

On demand or
within one One to five Over
year years five years Total
As at 30 April 2017 RM RM RM RM

Group
Financial liabilities
Trade and other payables 10,092,515 - - 10,092,515

Total undiscounted financial


liabilities 10,092,515 - - 10,092,515

Company
Financial liabilities
Trade and other payables 570,000 - - 570,000
Financial guarantees* 10,000,000 - - 10,000,000

Total undiscounted financial


liabilities 10,570,000 - - 10,570,000

*This disclosure represents the maximum liquidity risk exposure.

(v) Market price risk

Market risk is the risk that the fair value of future cash flows of the financial instruments of the
Group would fluctuate because of changes in market prices (other than interest or exchange
rates).

The Group is exposed to equity price risks arising from quoted investments held by the Group.
Quoted equity instruments in Malaysia are listed on the Bursa Malaysia Securities Berhad. These
instruments are classified as financial assets available for sale.

There has been no changes to the Group’s exposure to market risks or the manner in which
these risks are managed and measured.

Sensitivity analysis for market price risk

The Group has considered the sensitivity of the financial instruments to market risks and is of
the view that its impact is insignificant.

115
APOLLO FOOD HOLDINGS BERHAD (291471-M) 116

ANNUAL REPORT 2018

ANALYSIS OF SHAREHOLDINGS
AS AT 31 JULY 2018

Statement of shareholdings according to the record of depositors as at 31 July 2018

TOTAL NUMBER OF ISSUED SHARES : 80,000,000


ISSUED SHARE CAPITAL : RM80,000,000
CLASS OF SHARES : Ordinary shares
NO OF SHAREHOLDERS : 3,426
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. Keynote Capital Sdn Bhd 41,048,415 51.31 - -
Amanahraya Trustees Berhad
2. 12,132,700 15.17 - -
- Amanah Saham Bumiputera
3. Liang Chiang Heng 461,000 0.58 41,048,415* 51.31
4. Liang Kim Poh 225,000 0.28 41,048,415* 51.31
5. Tan Song Cheng 66,000 0.08 41,048,415* 51.31
6. Tan Kok Guan - - 41,048,415* 51.31

Note :
* 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. Liang Chiang Heng 461,000 0.58 41,048,415* 51.31
2. Liang Kim Poh 225,000 0.28 41,048,415* 51.31
3. Ng Chat Choon @ Ng Chet Chiang 20,000 0.03 - -
4. Abdul Rahim Bin Bunyamin - - - -
5. Datin Paduka Hjh. Aminah Binti
- - - -
Hashim
6. Datuk Shireen Ann Zaharah Binti
- - - -
Muhiudeen
7. Foo Swee Eng - - - -

Note :
* By virtue of their interest in Keynote Capital Sdn Bhd

116
APOLLO FOOD HOLDINGS BERHAD (291471-M) 117

ANNUAL REPORT 2018

ANALYSIS OF SHAREHOLDINGS (continued)

C) List of 30 largest securities account holders


No. of Percentage
No. Name Shares Held (%)
1. Keynote Capital Sdn Bhd 41,048,415 51.31
2. Amanahraya Trustees Berhad
12,132,700 15.17
- Amanah Saham Bumiputera
3. Kam Loong Mining Sdn Bhd 2,568,000 3.21
4. HSBC Nominees (Asing) Sdn Bhd
1,028,800 1.29
- Exempt AN For Credit Suisse (SG BR-TST-Asing)
5. Shoptra Jaya (M) Sdn Bhd 887,000 1.11
6. Liang Chiang Heng 461,000 0.58
7. Foo Khen Ling 388,000 0.49
8. Amanahraya Trustees Berhad
384,900 0.48
- Public Islamic Opportunities Fund
9. HSBC Nominees (Asing) Sdn Bhd
352,500 0.44
- Exempt AN For Bank Julius Baer & Co. Ltd. (Singapore Bch)
10. Cartaban Nominees (Asing) Sdn Bhd
300,000 0.38
- SSBT Fund F9EX For Fidelity Northstar Fund
11. Denver Capital Sdn Bhd 300,000 0.38
12. Affin Hwang Nominees (Tempatan) Sdn. Bhd.
285,400 0.36
- Lion Group Medical Assistance Fund
13. Chai Koon Khow 271,600 0.34
14. Lim Seng Qwee 265,900 0.33
15. Kam Loong Credit Sdn Bhd 232,000 0.29
16. Liang Kim Poh 225,000 0.28
17. Amanahraya Trustees Berhad
214,400 0.27
- Public Islamic Emerging Opportunities Fund
18. Lam Ee Lin 189,000 0.24
19. Amanahraya Trustees Berhad
158,400 0.20
- Public Ehsan Mixed Assets Growth Fund
20. Lee Toong Hian 158,000 0.20
21. Choy Wee Chiap 154,900 0.19
22. Siew Kim Man 145,000 0.18
23. Yap Kum Ming 143,000 0.18
24. Tan How Kheng 139,000 0.17
25. Tan Sing Kah 137,800 0.17
26. Fong Ah Bah @ Pang Ah Bar 133,000 0.17
27. Sharayu Sundararaj 120,000 0.15
28. Sow Tiap 110,000 0.14
29. Gan Theng Puat @ Yeow Theng Puat 108,800 0.14
30. HSBC Nominees (Asing) Sdn Bhd
- Exempt AN For BNP Paribas Singapore Branch (A/C Clients- 100,500 0.13
FGN)
Total 63,143,015 78.97

117
APOLLO FOOD HOLDINGS BERHAD (291471-M) 118

ANNUAL REPORT 2018

ANALYSIS OF SHAREHOLDINGS (continued)

D) Distribution of shareholdings
Holdings No. of Holders Total Holdings Percentage
(%)
Less than 100 52 585 0.00
100 to 1,000 948 777,925 0.97
1,001 to 10,000 2,079 7,829,525 9.79
10,001 to 100,000 317 8,248,950 10.31
100,001 to less than 5% of issued shares 28 9,961,900 12.45
5% and above of issued shares 2 53,181,115 66.48
Total 3,426 80,000,000 100.00
APOLLO FOOD HOLDINGS BERHAD (291471-M) 119

ANNUAL REPORT 2018

LIST OF PROPERTIES
AS AT 30 APRIL 2018

Loca�on Exis�ng Use Tenure Approximate Land Carrying


Age of Area Amount At
Building (square 30 April
(Years) meters) 2018
(RM '000)

70, Jalan Langkasuka Factory building / 99 years leasehold 29 7,762 5,940


Larkin Industrial Area Corporate office expiring on
80350 Johor Bahru, Johor 08.08.2109

58 , Jalan Langkasuka Factory building 60 years leasehold 27 10,066 1,233


Larkin Industrial Area rented out expiring on
80350 Johor Bahru, Johor 14.01.2024

GM170 Lot 138 & Vacant land Freehold - 53,620 8,285


GM100 Lot 139
Jalan JB – Kota Tinggi
Plentong
81800 Ulu Tiram, Johor

HS(M) 2718 PTD 120622, Vacant land Freehold - 14,482 3,995


Jalan JB – Kota Tinggi
Plentong
81800 Ulu Tiram, Johor

47 & 49, Jalan Saga 14 2 units of Freehold 21 328 256


Taman Desa Cemerlang intermediate double
81800 Ulu Tiram, Johor storey terrace house
rented out

3, 3A & 3B, Jalan Kilang Factory building / 99 years leasehold 49 8,377 3,812
Larkin Industrial Area Cake Produc�on expiring on
80350 Johor Bahru, Johor 08.08.2109

4, 4A & 4B, Jalan Petaling Factory building / 99 years leasehold 50 7,661 4,272
Larkin Industrial Area Waffle produc�on & expiring on
80350 Johor Bahru, Johor warehouse 08.08.2109

5, Jalan Kilang Factory building / 99 years leasehold 51 7,751 3,152


Larkin Industrial Area Cake warehouse expiring on
80350 Johor Bahru, Johor 08.08.2109

Lot 6398, 3 Jalan Asas Factory building / 99 years leasehold 12 11,914 6,339
Larkin Industrial Area Waffle produc�on & expiring on
80350 Johor Bahru, Johor warehouse 08.08.2109

Balance c/f to next page 37,284

119
APOLLO FOOD HOLDINGS BERHAD (291471-M) 120

ANNUAL REPORT 2018

LIST OF PROPERTIES (con�nued)


AS AT 30 APRIL 2018

Loca�on Exis�ng Use Tenure Approximate Land Carrying


Age of Area Amount At
Building (square 30 April
(Years) meters) 2018
(RM '000)

Balance b/f from previous 37,284


page

HS(D) 15991 TLO 786A Vacant land 99 years leasehold - 4,046 1,606
Larkin Industrial Area expiring on
80350 Johor Bahru, Johor 17.09.2111

No. 6, Jalan Petaling, Larkin To be occupied as 92 years leasehold 43 11,659 5,938


Industrial Estate, 80350 factory expiring on
Johor Bahru, Johor 21.08.2109

No. 1, Jalan Asas, Larkin Workshop & store 99 years leasehold 43 9,510 4,022
Industrial Estate, 80350 expiring on
Johor Bahru, Jonor 18.12.2110

No. 8, Jalan Petaling, Larkin Factory building 99 years leasehold 28 5,042 1,773
Industrial Estate, 80350 expiring on
Johor Bahru, Johor 11.04.2111

Total 50,623

120
APOLLO FOOD HOLDINGS BERHAD (291471-M) 121

ANNUAL REPORT 2018

FORM OF PROXY
CDS ACCOUNT NO. NO. OF SHARES HELD

I/We_______________________________________________________ [NRIC NO:_________________________________________] of


_________________________________________________________________________________________being a member/members
of APOLLO FOOD HOLDINGS BERHAD (Co. No. 291471-M) do hereby 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 24th Annual
General Meeting of the Company to be held on Tuesday, the 30th day of October, 2018 at 10.00 a.m. at Delima Room, Level 2, The
Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Johor Bahru, Johor Darul Takzim and at any adjournment thereof.
Please indicate with a cross (X) in the spaces whether you wish your votes to be cast for or against the resolution. In the absence of
such specific directions, your proxy will vote or abstain as he thinks fit
RESOLUTIONS NO FOR AGAINST
Ordinary Business:
1. Approval of First and Final Single Tier Dividend
2. Approval of Directors' Fees
3. Approval of payment of Directors’ Benefit
4. Re-election of Director – Mr. Liang Kim Poh
5. Re-election of Director – Datin Paduka Hjh. Aminah Binti Hashim
6. Re-election of Director – Datuk Shireen Ann Zaharah Binti Muhiudeen
7. Re-election of Director – Ms. Foo Swee Eng
8. Re-election of Director – En. Halid Bin Hasbullah
9. Re-appointment of Messrs BDO as Auditors
Special Business:
10. Approval for Datin Paduka Hjh Aminah Binti Hashim to continue in office as Independent
Non-Executive Director
11. Approval of Gratuity Payment for Datuk P. Venugopal A/L V.K. Menon
12. Approval of Gratuity Payment for Mr Ng Chet Chiang @ Ng Chat Choon
13. Approval of Gratuity Payment for En. Abdul Rahim Bin Bunyamin

*Strike out whichever not applicable


Dated this day of 2018 __________________________________
Signature of Member(s)/Common Seal

__________________________________
Contact No (during office hours)
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. There shall be no restriction as to the qualification of the proxy.
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 at the Registered Office of the Company situated at 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 24 th Annual General Meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(2) of the Company’s Constitution and Section 34(1)
of the Securities Industry (Central Depositories) Act, 1991 to issue a general meeting Record of Depositor as at 19 October 2018.
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.
121
Fold here for sealing

Fold along this line (1)

Postage
The Company Secretary
Apollo Food Holdings Berhad (291471-M)
Suite 1301, 13th Floor
City Plaza, Jalan Tebrau
80300 Johor Bahru
Johor Darul Ta’zim

Fold along this line (2)


(291471-M)

70, Jalan Langkasuka, Larkin Industrial Area,


80350 Johor Bahru, Johor, Malaysia.
Tel: 607- 236 5096 / 607- 236 5097
Fax: 607- 237 4748
Email: [email protected]

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