Oldtown Ar 31-03-2015 PDF
Oldtown Ar 31-03-2015 PDF
Oldtown Ar 31-03-2015 PDF
(797771-M)
In the midst of our busy and hectic lives, some long for the
good old days that we grew up in. When everything was
simple and life was peaceful.
At OLDTOWN White Coffee, we strive to recreate
charming memories of good old days.
So come and rekindle unique memories of a
time worth remembering. Come and enjoy the Aroma Of
Good Times with OLDTOWN White Coffee.
II
Contents
2
Our Legacy
Vision, Mission Statement & Business Overview
4
Group Structure
5
Corporate Information
6
Board of Directors
8
Board of Directors Profile
12 Chairmans Statement
15 Group Managing Directors Review of Operations
22 Financial Highlights
23 Sustainability & Corporate Responsibility
27 Corporate Responsibility
29 Corporate Governance Statement
37 Audit Committee Report
40 Statement On Risk Management & Internal Control
42 Additional Compliance Information
49 Financial Statements
137 List of Properties Owned by Oldtown Group
142 Analysis of Shareholdings
146
Proxy Form
Our Legacy
Vision
Business Overview
Mission Statement
OUR PEOPLE :
We Believe That Our People Are Our Assets
We acknowledge and appreciate our people as those who grow
with us and for their full dedication. We value them for their
effort and what they are able to bring to the company, hence
we constantly provide a platform and opportunities for career
growth and enrichment of knowledge. We cultivate the passion of
delighting our consumers into all our staffs to bring forth the best
experience possible.
Community :
We Nurture The Community
We are aware and committed to our community hence we operate
our business in a manner that does not compromise the wellness
of our future generations. We are passionate about our corporate
responsibilities and do our best to provide for the community
in different ways, from doing our part for the earth we live in to
providing underprivileged children with better homes. We will not look
lightly upon our social responsibilities as we believe in giving back to
the community as part of the effort towards a better future.
Our Consumers :
We Delight Our Consumers with Our Products
We are consumer centric and are always focused on consumer
needs. Hence we are dedicated to delighting our consumers with
all our product offerings, by committing ourselves in sourcing the
finest ingredients through ethical ways to provide them with the best
quality products. We hold strongly to our origins in order to bring to
consumers the authentic experience that they expect to enjoy.
MOTHER EARTH :
We Do Our Part in Saving Mother Earth
We are attuned with the growing needs to nurture our mother earth
and to do our part in caring for the environment. With this, we share
and grow the passion and knowledge of caring for the environment
with our partners and consumers for them to live this together with
us as part of our corporate values.
INVESTORS :
We Focus on Prospering Our Investors
We are dedicated to growing and maximising the financial rewards of
our investors as we see it as a platform for our company to continue
to provide to our consumers and the community.
ure
Group Struct
as at 31 March 2015
OldTown Berhad
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
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40%
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ation
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Board of Directors
Datuk Dr. Ahmed Tasir
Bin Lope Pihie
PJN, PMP, JSM, FASc
Independent Non-Executive
Chairman
Independent Non-Executive
Director
Executive Director
Executive Director
Independent Non-Executive
Director
Board Committees
Audit Committee
Remuneration Committee
Nomination Committee
Chairman
Chairman
Chairman
Company Secretaries
Head Office
Principal Bankers
Ng Bee Lian
(MAICSA 7041392)
Website
Registered Office
Level 18, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel : (603) 2264 8888
Fax: (603) 2282 2733
www.oldtown.com.my
Registrars
Tricor Investor Services Sdn Bhd (118401-V)
Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel: (603) 2264 3883
Fax: (603) 2282 1886
Statutory Auditors
Messrs. Deloitte (AF0080)
Chartered Accountants
Level 2, Weil Hotel
292, Jalan Sultan Idris Shah,
30000 Ipoh, Perak Darul Ridzuan
Tel: (605) 254 0288
Fax: (605) 254 7288
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01. Datuk Dr. Ahmed Tasir Bin Lope Pihie
02. Lee Siew Heng
03. Tan Chon Ing @ Tan Chong Ling
04. Dato Wong Guang Seng
05. Chuah Seong Meng
06. Clarence DSilva A/L Leon DSilva
07. Goh Ching Mun
08. Tan Say Yap
Notes:1. Family Relationship with Director and/or Major Shareholder
(i) Mr Lee Siew Heng is a deemed substantial shareholder of
Oldtown Berhad.
(ii) Mr Lee Siew Heng is the brother of Mr Lee Siew Ming, a
deemed substantial shareholder of Oldtown Berhad.
Save as disclosed herein, none of the Directors has any family
relationship with any Director and/or major shareholder of
Oldtown Group.
2. Conflict of Interest
Save for related party disclosures as disclosed under Note 25
to the Audited Financial Statements of this Annual Report and
the Circular to Shareholders dated 19 August 2015 which is
despatched together with this Annual Report, the Directors have
no conflict of interest in any business arrangement with the
Company and its subsidiaries.
3. Conviction of Offences
None of the Directors has been convicted of any offence within
the past 10 years other than possible traffic offences.
4. Directors Shareholdings
The details of Directors interest in securities of the Company
are set out in the Analysis of Shareholdings on page 143 of this
Annual Report.
5. Attendance of Board Meetings
The details of attendance of Directors at the Board Meetings are
set out in the Corporate Governance Statement on page 34.
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rofile
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Incorporated in Malaysia
Donna Sarawak Sdn Bhd from 1991 to 1993 and was appointed Chief
(MBA) from the Cranfield Institute of Technology (UK). Dato Wong has
Tan is the founder and Vice Chairman of Eduland China with 13 years
Sdn. Bhd. Dato Wong also sits on the board of Unisem (M) Berhad as an
rofile
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Board of D
Incorporated in Malaysia
Kong and Malaysia and served in several senior positions with several
joined White Cafe Sdn Bhd in 1999 as Marketing Manager and was
2000. In 2003, he joined Yoshinoya Food Systems, part of the Wing Tai
for all FMCG activities and businesses including sales and marketing,
up the position of Chief Operating Officer with FB Food System (HK) Ltd, a
10
was involved in the family business of operating the Nam Heong Coffee
White Cafe Sdn Bhd where he was appointed Product Research and
Commis One at the Pangkor Laut Resort Hotel where he was mainly
involved in the preparation of food for the hotels food and beverage
the blend of white coffee that is currently produced by the Group and the
and was appointed Director of White Cafe Sdn Bhd. He was appointed
2013. Mr Goh & Mr Tan Say Yap are currently assuming a co-advisory
was responsible for the cafe outlet operations from 2005 to 2009
carries out the social responsibility functions of the Group via Oldtown
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Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the Annual Report and the Audited Financial
Statements of Oldtown Berhad and its Group for the financial year ended 31 March 2015.
This has been another year of success despite the challenging business environment.
Sustainable Earnings
The Group registered a net profit attributable to owners of the
Company of RM47.494 million in FY2015 against the net profit
attributable to owners of the Company of RM48.938 million in
FY2014, which translated into earnings per share of 10.61 sen for
FY2015 against FY2014 earnings per share of 10.93 sen, based
on the issued and paid-up share capital base of 447.758 million
ordinary shares at RM1.00 each.
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Business Prospects
Despite a challenging external environment, the Malaysian economy
is expected to register steady growth of 4.5% - 5.5% in 2015,
supported mainly by sustained expansion in domestic demand amid
strong domestic fundamentals and a resilient export sector. Domestic
demand will continue to anchor growth in 2015, driven by private
sector spending. After registering five consecutive years of aboveaverage growth rates, private consumption is expected to grow by
6.0% in 2015. While the implementation of the GST in April 2015
and lower earnings in the commodity-related sectors are expected
to affect spending, this will, however, be partially mitigated by higher
household disposable income, lower fuel prices and the continuous
measures by the Government to assist low-and middle-income
households.
In Asia, growth is expected to be sustained in 2015, supported
by the continued expansion in domestic activity and improving
external demand. Of significance, capital spending, particularly on
infrastructure development, will continue to support the expansion
in domestic demand. In the external sector, the improving growth
prospects of several advanced economies, particularly the US,
will continue to benefit Asias export performance. Nevertheless,
the degree of improvement will vary across economies based on
their trade exposure, especially to the US and China. For the major
commodity exporters in the region, the lift from improving external
demand could also be partly mitigated by the lower commodity
prices. Overall, the Asian region is projected to remain an important
driver of global economy activity, contributing to over 50% of global
growth in 2015.
Although the Group is well-positioned for growth, the year ahead will
continue to be a challenging one in the midst of operating under a
competitive business environment.
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Acknowledgement
On behalf of the Board, I would like to take this opportunity to
express my gratitude to all shareholders, bankers, customers,
business partners and regulatory authorities for their continued
support, guidance and assistance extended to the Group. The Board
would like to express its appreciation to the management and
employees of the Group for their hard work, dedication and loyalty.
The Board also would like to express its highest appreciation to Mr
Mark Wing Kong who resigned as director on 3 November 2014, for
his invaluable contribution to the Group..
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Oldtown Berhad is forging ahead with a strong and successful brand as a trusted food and beverage
entity with a sound integrated business model. We are continuously working to ensure our products
evolve with the changes in consumer lifestyles and preferences. The solid financial performance
achieved during the financial year ended 31 March 2015 (FY2015) is a good testimony of our effective
business strategies and a sound integrated business model.
Despite the solid growth in the Groups revenue, the Profit Before Tax
(PBT) decreased by RM2.203 million or approximately 3.3%, from
RM66.368 million for FY2014 to RM64.165 million for FY2015.
The reduction was primarily attributable to the RM3.50 million
impairment on goodwill. The impairment on goodwill was primarily
attributable to the unanticipated change in the business environment
of one of our subsidiaries which has caf outlets in an area where
construction projects are in progress. This, coupled with increased
competition, caused lower customers patronage.
The Group generated a profit after tax (PAT) of RM49.080 million
on the back of the revenue of RM397.740 million in FY2015.
Excluding the impairment on goodwill, PAT was marginally higher.
The Groups caf chain operations recorded PBT of RM26.216
million for FY2015 on the back of the revenue of RM217.059 million.
This represents a 16.4% drop in PBT as compared to RM31.341
million achieved in FY2014 (mainly due to impairment on goodwill of
RM3.50 million). Generally, the profitability of cafe chain operations
was negatively impacted by the twin effects of the tight labour
market and increasingly competitive market conditions.
The manufacturing of beverages segment recorded revenue of
RM180.636 million and PBT of RM38.087 million for FY2015.
The revenue and PBT were RM175.112 million and RM35.929
million respectively for FY2014. The increase in PBT of 6.0% was
attributable to the reorganization and realignment of distributors
coverage in the domestic market as well as the positive impact from
the weak Ringgit Malaysia (RM) against foreign currencies.
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OPERATIONS REVIEW
Cafe Chain Segment
The caf chain operations segment continued to be the main
revenue contributor to the Group, attributing 55% of the consolidated
revenue for FY2015 (54% of the consolidated revenue for FY2014).
The Oldtown Group spearheaded the development of the Asianstyled caf chain in 2005 with our first outlet in Ipoh, and this year
2015 marks our 10th anniversary for our caf operations. Since
2005, the Group has transformed from a small domestic caf chain
to a significant international player. Our sustainable development
strategy remained on track and we made good progress with steady
growth in our business performance.
As at 31 March 2015, the Group has a total of 245 caf outlets in
Malaysia, Singapore, Indonesia and China. Amongst the 245 caf
outlets, 93 are fully owned caf outlets, 17 partially owned outlets,
119 franchised and 16 licensed outlets. In the countries where we
operate our caf chain, we strive to provide to each customer a
unique dining experience to enjoy food and beverages which are
customized to local requirements and expectations with their friends
and family members.
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Pursuing Growth
Caf Chain Operations and Manufacturing of Beverages
Building a brand that is acceptable by our consumers is central to
our strategy for sustainable growth. By ensuring the quality and value
of our products and services, we are able to consistently deliver our
promises to our consumers and provide them with fuss free dining
that they can enjoy.
Caf Chain
We are delighted to report that our caf chain operations, which
is celebrating its 10th anniversary, experienced a successful and
productive year in FY2015. Our sustainable development strategy
remained on track and we made good progress with steady growth
in our business performance. We shall continue to expand the caf
network via our franchise and licensing programmes locally and
internationally, in addition to the establishment of our fully or partially
owned outlets to fuel further growth in our business.
The Group has evolved from an initial domestic operated caf
chain to become a regional player where we have undergone a
tremendous change by expanding into the other Asian regions over
the years since 2005. We marketed our products to Singapore in
2008, a proximate market that has an almost similar consumer taste
profile to Malaysia, followed by Indonesia and China in 2011.
Going forward, the caf operations intends to promote the lower
cost model (known as OLDTOWN White Coffee Basic) in Malaysia
with an estimated ten (10) new outlets for the financial year ending
31 March 2016 (FY2016). The caf operations will also penetrating
into the kids and family segment with the launch of its Kids and
Family marketing programs in FY2016, which is expected to improve
the frequency of consumer visits to its caf outlets.
In addition, the cafe operations have also signed an exclusive
agreement with Select Service Partners, an International Food
and Beverage specialist for airports and transportation hubs to
develop the OLDTOWN White Coffee Caf outlets at such locations
throughout Asia Pacific.
With a strong and solid foundation in the domestic market, we are
gearing up for expansion and reinforcing our market leadership
position through a multi-branding strategy based on organic and
inorganic growth. We may explore possible opportunities through
mergers and acquisitions or strategic alliances to enter new markets,
which will broaden our income streams and add further value to our
shareholders.
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Manufacturing of Beverages
Since the commencement of the manufacturing of beverages
business, the Company has established defined and clear business
principles and practices with focus on quality management for our
white coffee beverages. Therefore, our OLDTOWN brand has
been widely recognised amongst white coffee consumers in the
market place. In addition, the Company has also focused on brand
strengthening to create awareness of the OLDTOWN brand
amongst the consumers with new innovative creations to meet
the consumers lifestyle, including innovations related to products,
activities and campaigns.
As a brand owner, branding and innovations are the focus of our
business model. Our white coffee products are well placed to meet
the needs of our consumers across a variety of categories, price
points and channels, allowing us to compete effectively in our key
markets, especially in overseas.
Competition in the manufacturing of beverages business is quite
intense. There are potential new entrants to the market. In order
to stay ahead of our competitors, we have to be sensitive to the
changing needs of todays consumers and continuously being
able to delight our consumers with fresh tastes, formats and even
packaging. In this regard, we are well supported by a group of
experienced workforce and an in-house R&D team. Our continued
investment in R&D has positioned us to be able to compete with
other international companies.
In addition, distribution and marketing expertise is just as vital to
our successful business model. The regional distribution reach is
complemented by the specialised expertise we have developed in
both the modern and traditional retail formats, extending from the
supermarkets and hypermarkets to the convenience stores and
even to the corner mom-and-pop stores. This provides us with a
wider reach compared to many of our competitors and gives us
a tremendous competitive edge in distributing our white coffee
products, and when introducing new products into the marketplace.
The Group will always strive to find ways and means to strengthen its
marketing initiatives and place greater efforts in key Asias countries
in which the Group has already established itself as one of the early
players, and its products are well recognized among consumers.
Various marketing campaigns, advertising and promotional activities
have been conducted recently to entrench the OLDTOWN White
Coffee (OTWC) brand equity in the marketplace. A concerted
effort was also implemented to create greater awareness of the
uniqueness of OTWC amongst the target consumer groups on a
regular basis.
Acknowledgement
I would like to thank all our customers, government authorities,
vendors and bankers for their assistance and patronage.
To all our employees, our deepest appreciation for their efforts,
dedication and loyalty.
Last but not least, I would like to thank my management team and
the Board for their counsel and support throughout the year.
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2015
Revenue (RM000)
Note A
Profit Attributable to
Owners of the Company (RM000)
397,740
2013a
2014
2015
2010p*
2011
48,938
2013a
2015
10.79
10.47
2014
2015
55,527
12.24
47,494
40,177
8.86
31,700
2010p*
2014
43,379
261,706
2011
64,165
51,594
292,779
2010p*
66,368
6.99
2011
2013a
2014
2015
2010p*
2011
2013a
p*
: based on the proforma consolidated financial information as disclosed in the Prospectus dated 22 June 2011.
a^
: based on the audited financial statements for 15-month financial period ended 31 March 2013.
The Company has on 27 August 2012 changed the financial year end of the Company from 31 December to 31 March. The financial period ended
31 March 2013 made up of 15 months results covering period from 1 January 2012 to 31 March 2013.
Note A : Previous years revenue has been restated to conform to current years presentation for fair comparison purpose.
Note B : The EPS are calculated based on the enlarged share capital of 453.597 million ordinary shares after adjusted for 1-for-4 bonus issue for year-on-year
comparison purpose.
They are different from the EPS disclosed in the Prospectus for financial year 2010 (computed based on the enlarged share capital prior to the
public listing) and EPS disclosed in the audited financial statements for year 2011, 2013, 2014 and 2015 respectively (computed based on weighted
average number of shares)
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Sustainbility &
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Oldtown Berhad (Oldtown or the Group) recognises that acting
responsibly and sustainably creates value for the group, employees,
customers, shareholders and society as a whole. Sustainability is an
integral part of our business and corporate responsibility serves as
key to sustainability.
The Groups corporate responsibility practices focus on four areas Environment, Workplace, Community and Marketplace which aim to
deliver sustainable value to society at large.
The Group will continue to build sustainable practices in every aspect
of the Groups business and remain steadfast in achieving excellence
in its corporate responsibility activities.
(A) Environment
Environmental Sustainability is of utmost importance due to the
increasing depletion of the earths natural resources and global
climate change issues. As a dynamic business entity, we rely on the
earths natural resources every day and climate change issues will
affect the supply chain and the source of many products. Therefore,
it is essential to embed environmental sustainability principles into
our business operations and practices.
We aim for business growth that is in harmony with environment and
are committed to protecting the earths natural resources, conserving
and preserving the environment.
Among the approaches seek to heighten the positive impact
and minimise negative impacts of the Groups operations on the
environment are:
The efficient use of energy, water and raw materials in all our
operations.
Green Building
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(B) Workplace
Employees are the backbone of the business. Essentially, employees
are central to the smooth functioning of business operations and play
a vital role in the success and sustainability of the Group.
The Group believes that human capital is the most valuable asset.
In line with this belief, the Group strives to provide a dynamic and
challenging workplace that gives emphasis on the opportunity to
develop employee skills, talent and capability.
The Group, in fulfilling its corporate responsibility as a caring
employer, places emphasis to build long lasting relationships with its
employees.
The efforts towards achieving the above objectives are carried out in
various aspects:
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Age Group
< 30
39
30 to < 40
36
40 to < 50
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50 & Above
Grand Total
100
Gender
Male
45
Female
55
Grand Total
100
(C) Community
Bumiputera
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Chinese
33
Indian
Others
Grand Total
100
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Sustainbility &
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Corporate
During the financial year ended 31 March 2015, the Group through
Oldtown Children Care Fund has carried out the following initiatives:
Extended monetary donations to charity, welfare and voluntary
association and needy families.
Organised various festive celebrations for orphans.
Donated school necessities to 611 deprived primary school
students from Puchong, Sg Pelek, Ampang, Menglembu, Batu
Gajah, Kampung Tawas, Bidor and Tronoh Mines in the month of
November 2014.
Organized Educational Charity Day Trip for 61 Orphans to Kajang
Ostrich Farm and Kajang Teddy Town on 6 June 2014.
Established Student Excellence Learning Foundations aid
fund for students who demonstrate financial needs and achieve
outstanding academic excellence.
(D) Marketplace
To achieve the sustainable development of the marketplace, the
Group endeavors to carry out activities in a sustainable manner and
promote responsible practices among our investors, suppliers and
customers.
(i) Investors
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During the financial year ended 31 March 2015, the Group has
conducted investor relations activities via various communication
channels such as one-to-one meeting, small group briefing, conference
calls, regular meetings and road shows.
(ii) Suppliers
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Corporate Responsibility
The Groups corporate responsibility practices focus on four areas
Environment, Workplace, Community and Marketplace which aim to
deliver sustainable value to society at large.
5. Students from SJK(C) Pasir Pinji 2, Ipoh receiving SELF aid fund.
6. Chinese New Year Karaoke Outing at OTK Studio Greentown Ipoh
on 28 Feb 2015.
7. Christmas Laser Battle Outing for 88 Orphans at Ipoh Parade on
20 Dec 2014.
8. Deepavali Movie Outing at AEON Station 18 on 1 Nov 2014.
9. Hari Raya Celebration with 45 orphans at Oldtown White Coffee
Mahkota Square, Kuantan on 9 Aug 2014.
10. Educational Charity Day Trip for 61 Orphans to Kajang Ostrich
Farm on 6 June 2014.
11. Sponsorship of RM3,600 Living Expenses and Medical Aid Fund
to 6-year-old Lai Chen Hao from Ipoh.
annual report 2015
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Earthcare Initiatives
Oldtown Carnival of the Green 2014.
Earth Hour Campaign 2015.
Oldtown Mother Earth website A charity fundraising platform
for buying and selling recycled creations and used items.
Practise of 3Rs - Reduce, Reuse & Recycle in Oldtown Berhad.
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The Board of Directors (the Board) of Oldtown Berhad (the Company)
recognises the value of good governance and believes that a high
standard of corporate governance will deliver long-term sustainable
shareholder value. The Board is committed to ensure good corporate
governance practices are applied throughout the Company and its
subsidiaries (the Group).
This Statement sets out the key aspects of how the Company has
applied the Principles and Recommendations of the Malaysian
Code on Corporate Governance 2012 (MCCG 2012) during the
financial year ended 31 March 2015 and any non-observation of the
Recommendations of MCCG 2012, including the reasons thereof, has
been included in this Statement.
d. Succession Planning
The Board recognises the importance of succession planning in building
long-term sustainable performance excellence.
A succession planning framework has been developed to identify
candidates for senior managerial positions to ensure continuity of key
positions.
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The Board has adopted a Code of Conduct for Directors and employees.
It sets out the ethical standards and underlying core ethical values to
guide actions and behaviors of all Directors and employees in conducting
the day-to-day duties and operations of the Group.
The key principles and expected conducts and ethical behaviour are
embedded into the Groups business operations and corporate culture.
The Group strives to uphold ethical practices and high standards of
integrity in the Groups dealings with employees, customers, suppliers,
business associates and shareholders.
The Board will review the Code of Conduct when necessary to ensure it
remains relevant and appropriate.
The full version of the Code of Conduct is published on the Companys
website at www.oldtown.com.my.
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B. Meetings
The Committee shall hold at least one meeting per year or more
frequently when the need arises. The quorum for each meeting
shall be two (2). Minutes of meeting shall be kept and circulated to
each member.
Designation
Directorship
Attendance
(1 April 2014 to
31 March 2015)
Chairman
Independent
Non-Executive
Director
2/2
Dato
Wong Guang Seng,
Member
Independent
Non-Executive
Director
2/2
Member
Independent
Non-Executive
Director
2/2
Member
Independent
Non-Executive
Director
1/1
(Appointed as member
on 1 June 2014)
(Resigned on
3 November 2014)
Appointment of Directors
Re-election of Directors
Article 84 of the Articles of Association (AA) of the Company provides
that one-third (1/3) of the Directors for the time being, or, if their number
is not three (3) or a multiple of three (3), then the number nearest to one
third (1/3) shall retire from office and be eligible for re-election at the
AGM at least once in every three (3) years and all retiring Directors shall
be eligible for re-election.
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Board Diversity
Where boardroom diversity is concerned, the Board does not adopt any
formal policy on diversity (for gender, age and ethnicity) in the selection
of new Board candidates and does not have a specific policy on setting
targets for female candidates. Nevertheless, the Board will consider
female candidates as new Directors of the Company as and when the
opportunity arises in support of the Governments initiative to increase
women participation at the Board level.
Despite the importance of boardroom diversity, the Board is of the view
that the evaluation of the suitability of candidates as Board members,
based on the candidates competency, character, time commitment,
knowledge, experience and other qualities in meeting the needs of the
Group, should remain a priority and vital consideration.
Annual Assessment
The Nomination Committee shall conduct the following evaluation on an
annual basis:
The effectiveness of each directors ability to contribute to the
effectiveness of the Board and the relevant Board Committees;
The effectiveness of the Board Committees;
Remuneration Committee
The Remuneration Committee comprises three (3) Independent NonExecutive Directors and two (2) Executive Directors. The Remuneration
Committee met once during the financial year under review and the
attendance record is as follows:
Name
Designation
Directorship
Attendance
(1 April 2014 to
31 March 2015)
Chairman
Independent
Non-Executive
Director
1/1
Member
Independent
Non-Executive
Director
1/1
Member
Group
Managing
Director
1/1
Dato
Wong Guang Seng,
Member
Independent
Non-Executive
Director
1/1
Member
Executive
Director
1/1
Member
Independent
Non-Executive
Director
(Appointed as Member
on 1 June 2014)
(Resigned on
3 November 2014)
The Nomination Committee met two (2) times during the financial year
ended 31 March 2015.
32
B. Meetings
The Remuneration Committee shall hold at least one meeting per
year or more frequently when the need arises. The quorum for each
meeting shall be two (2). Minutes of meeting shall be kept and
circulated to each member.
The number of Directors whose total remuneration for the financial year
ended 31 March 2015 is tabulated below:
Remuneration
Band
No. of
Executive
Directors
No. of
Non-Executive
Directors
RM50,001 - RM100,000
RM200,001- RM250,000
RM550,001- RM600,000
RM900,001 - RM950,000
RM1,000,001 - RM1,050,000
Directors Remuneration
The Group aims to set the levels of remuneration in such a way that it
supports the strategies and long-term vision of the Group as well as
provides adequate motivational incentive for directors to pursue the
long-term growth and success of the Group. The levels of remuneration
should be sufficient to attract and retain the directors needed to run the
Group successfully and in line with industry standards.
Remuneration packages for Executive Directors are structured so as to
link rewards to corporate and individual performance. The remuneration
of Executive Directors includes salary, bonus, allowance and benefits-inkind.
In the case of Non-Executive Directors, the level of remuneration
reflects the experience and level of responsibilities undertaken by them.
Currently, the Non-Executive Directors are paid Directors fees and
attendance allowance for each Board/Committee meeting they attended.
The aggregate remuneration of Directors of the Company for the
financial year ended 31 March 2015 is categorised into the following
components:
Salaries &
Other
Emoluments
(RM000)
Bonus
(RM000)
Fees
(RM000)
Benefitsin-kind
(RM000)
Total
(RM000)
Executive
Directors
1,504
1,288
107
109
3,008
NonExecutive
Directors
49
179
24
252
33
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Corporate Go
Incorporated in Malaysia
The Board meets at least four (4) times a year at quarterly intervals with
additional meetings to be convened where necessary to deal with urgent
and important matters that require attention of the Board.
To ensure that the Directors have the time to focus and fulfill their roles
and responsibilities effectively, one of the criterions is they must not hold
directorships at more than five (5) public listed companies as prescribed
in Paragraph 15.06 of MMLR.
During the financial year ended 31 March 2015, the Board met five (5)
times to discuss issues on the Groups financial performance, significant
investments, corporate development, strategy and business plan. The
attendance record of each Director at the Board Meetings is as follows:Name of
Directors
Datuk Dr. Ahmed Tasir Bin Lope Pihie
Attendance
(1 April 2014 to
31 March 2015)
5/5
(Chairman)
5/5
5/5
5/5
5/5
5/5
5/5
4/5
3/3
4.3 Training
The Board acknowledges that continuous education is essential for the
Directors to further enhance their skills and knowledge. As an integral
part of their training program, they are provided with updates from time
to time on the relevant changes in laws, regulations and the business
environment. The Nomination Committee would also assess the training
needs of the Board from time to time. During the financial year ended 31
March 2015, seminars and training courses attended by the Directors
are as follows:
34
Name of
Directors
Datuk Dr. Ahmed
Tasir Bin Lope Pihie
Training/
Courses Attended
Planning Corporate Mergers & Acquisitions For
Execution excellence
Nominating Committee Programme 2: Effective
Board Evaluation
Dato
Wong Guang Seng
The Audit Committee also assists the Board in overseeing the financial
reporting process and ensuring the quality of the financial reporting by
the Group. The Audit Committee reviews and monitors the accuracy and
integrity of the Groups annual and quarterly financial statements for
announcement to the public within the stipulated time frame.
In addition, the External Auditors are invited to attend the Companys AGM
/EGM and are available to answer any questions from shareholders on
the conduct of the statutory audit and the contents of the Annual Audited
Financial Statements as well as any corporate exercise undertaken by the
Group where the External Auditors are involved.
During the financial year ended 31 March 2015, the Audit Committee met
twice with the External Auditors without the presence of the Management.
Financial Reporting
The Board is committed to provide a balanced, clear and comprehensive
assessment of the Groups financial position and prospects by making
sure the financial statements and quarterly announcements are prepared
in accordance with the provisions of the Act, MMLR of Bursa Securities
and applicable approved accounting standards.
T he Board is assisted by the Audit Committee in reviewing the
appropriateness of accounting policies applied by the Group as well as
the changes in these policies.
35
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Incorporated in Malaysia
36
COMPLIANCE STATEMENT
The Board is of the view that the Group is generally in compliance with
the Principles and Recommendations of the MCCG 2012. Where a
specific Recommendation of the MCCG 2012 has not been observed
during the financial year under review, the non-observance has been
explained and the reasons thereof has been included in this Statement.
This Statement was approved by the Board of Directors on 13 July 2015.
rt
o
p
e
R
e
e
t
t
i
m
Audit Com
The Board of Directors (the Board) of Oldtown Berhad (the Company)
is pleased to present the Audit Committee (the Committee) Report for
the financial year ended 31 March 2015.
1. Composition
As at the date of this report, the members of the Audit Committee are as
follows:Chairman
Dato Wong Guang Seng, Independent Non-Executive Director
(Appointed as member on 1 April 2014 and subsequently redesignated
as Chairman on 3 November 2014)
Members
Datuk Dr. Ahmed Tasir Bin Lope Pihie, Independent Non-Executive Director
Tan Chon Ing @ Tan Chong Ling, Independent Non-Executive Director
2. Attendance
The Audit Committee of the Company held five (5) meetings during
the financial year ended 31 March 2015 and details of attendance of
members of the Audit Committee are as follows:-
Name of Members
Attendance
(1 April 2014 to
31 March 2015)
C. Authority
(i) The Audit Committee is fully authorised by the Board to independently
investigate without interference from any party on any activity within
its terms of reference. It shall have:-
5/5
3/3
(b) direct communication channels with both the External Auditors and
Internal Auditors;
(c) the resources which are required to perform its duties; and
5/5
5/5
3. Terms Of Reference
A. Objective of the Audit Committee
The primary objective of the Audit Committee is to assist the Board in
fulfilling its fiduciary responsibilities relating to corporate accounting,
system of internal controls and risk management processes,
management and financial reporting practices of the Group.
(d) the authority to convene meeting with the External Auditors and
Internal Auditors, excluding the attendance of the other directors
and employees of the Company, wherever deemed necessary.
(ii) The Audit Committee is also authorised by the Board to obtain
external or independent professional advice and may invite outsiders
with relevant experience to attend their meetings, if necessary.
(ii) The Chairman of the Audit Committee shall be elected among the
members of the Audit Committee and shall be an independent
director.
(iii) The Secretary to the Committee shall, but need not, be the Company
Secretary.
(iii) The Board shall at all times ensure that at least one (1) member of
the Audit Committee:
37
port
e
R
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t
i
m
m
o
Audit C
Incorporated in Malaysia
(v) The Audit Committee shall meet with the External Auditors at least
twice in a financial year without the presence of any executive board
member.
38
A. Financial Reporting
Reviewed the unaudited quarterly financial results and audited financial
statements of the Group before recommending the same for the Boards
approval and release to Bursa Securities.
B. Internal Audit
(i) Reviewed the annual audit plan of the outsourced internal audit
function to ensure adequate scope and comprehensive coverage of
the activities of the Group;
(ii) Reviewed the internal audit reports, recommendations made and
Managements response to those recommendations; and
(iii) Noted the corrective actions on outstanding audit issues to ensure
the key risks and control lapses have been addressed and rectified.
C. External Audit
(i) Reviewed the Annual Audit Planning Memorandum prepared by the
External Auditors to ensure adequate scope and comprehensive
coverage over the activities of the Group;
(ii) Discussed the scope of work, key audit areas, audit approach, audit
timetable and the proposed audit fees of the Group for the financial
year ended 31 March 2015;
(iii) Recommended the re-appointment of the External Auditors for the
Boards approval;
(v) Had two (2) private sessions with the External Auditors without the
presence of management staff and the executive board members.
E. Risk Management
(i) Reviewed the follow up report on Enterprise Risk Management from
outsourced external consultant to ascertain the adequacy of actions
taken to mitigate the risks; and
(ii) Reviewed the status reports on Enterprise Risk Management from the
Chairman of the Risk Management Committee.
F. Other Matters
39
nt &
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M
k
s
Ri
Statement On
ol
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a
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t
In
Incorporated in Malaysia
Introduction
Boards Responsibility
The Board acknowledges its responsibility in maintaining a sound system
of risk management and internal control and affirms its commitment
for reviewing the adequacy and integrity of the system. The system
of risk management and internal control covers financial, operational,
environmental, governance and compliance control matters.
The Groups system is designed to manage, rather than eliminate, the
risks towards achieving the Groups business objectives. Accordingly,
it can only provide reasonable but not absolute assurance against the
occurrence of any material misstatement, fraud or loss.
The Board confirms that there is an on-going process for identifying,
evaluating and managing significant risks faced by the Group. The Board,
through its Audit Committee reviews the results of this process.
Managements Responsibility
Management is responsible for implementing the control systems and
processes to identify, evaluate, monitor and report on risks identified and
actions taken to mitigate and/or minimise the risks.
40
The RMC will review the updated Risk Register and evaluate the
effectiveness of action plans in mitigating the risks identified;
The RMC meets periodically to discuss principal business risks in
critical areas, assess the likelihood and impact of material exposures
and determine its corresponding risk mitigation measures; and
The Group Managing Director will update the Audit Committee on the
key risk related issues and the Audit Committee shall report to the
Board on the status of the risk management process.
1. Control Environment
i) Organisation Structure and Authorization Procedures
The Group maintains formal and structured lines of reporting that
includes clear definition of responsibilities and delegation of authority. It
sets out the roles and responsibilities, review and approval procedures
to enhance the internal control system of the Groups various operations.
Limits of authorities are imposed for revenue and capital expenditure for
all operating units to keep potential exposure under control. Capital and
revenue expenditure, acquisition and disposal of investment interests are
duly approved before they are carried out.
ix) Insurance
Sufficient insurance coverage on major assets is in place to ensure the
Groups assets are adequately covered against risks that can result
in material losses. The assets are insured at cost and it is reviewed
on yearly basis to ensure adequate insurance coverage to protect
the Group from potential loss. Besides, the Group also undertakes
other insurance coverage, namely product liability, contaminated
product liability and public liability to ensure the Group is adequately
covered against any potential claim arising from defective products or
negligence.
Conclusion
The Board has received assurance from the Group Managing Director
and the General Manager of Finance and Accounts that the Groups
risk management and internal control system, in all material aspects, is
operating adequately and effectively.
The Board is of the view that the Groups system of risk management
and internal control is adequate to safeguard shareholders investments
and the Groups assets. The processes as outlined in this Statement for
identifying, evaluating and managing risks have been in place for the
year under review and up to the date of approval of this Statement.
This Statement was approved by the Board on 13 July 2015.
annual report 2015
41
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In
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Additional Com
Incorporated in Malaysia
1. Utilisation of Proceeds
6. Non-Audit Fees
2. Share Buy-Backs
During the financial year, the Company repurchased a total of
10,850,900 ordinary shares of its issued shares from the open market
of Bursa Malaysia Securities Berhad for a total consideration (including
transaction costs) of RM19,662,456. Details of the shares purchased
and retained as treasury shares during the financial year were as follows:
Month
2014
No of shares
purchased and
retained as
treasury shares
Lowest
price paid
per share
(RM)
Highest
price paid
per share
(RM)
Average
price paid
per share
(RM)
Total
consideration
paid*
(RM)
4,000
2.13
2.13
2.15
8,583
August
3,933,100
1.92
2.07
2.01
7,903,711
September
2,094,700
1.93
2.02
1.98
4,150,227
October
1,035,600
1.61
1.74
1.68
1,738,457
November
1,170,400
1.56
1.69
1.63
1,911,564
December
2,613,100
1.46
1.57
1.51
3,949,914
June
Total
10,850,900
19,662,456
8. Profit Guarantees
The Company did not give any profit guarantee during the financial year
under review.
9. Material Contracts
No material contracts (not being contracts entered into in the ordinary
course of business) have been entered into by the Company and/or its
subsidiaries which involved Directors and/or substantial shareholders
interests, either still subsisting at the end of the financial year ended 31
March 2015 or, if not then subsisting, entered into since the end of the
previous financial year.
The Company did not sponsor any depository receipt programme during
the financial year under review.
The details of the RRPT conducted during the financial year ended 31
March 2015 pursuant to the shareholders mandate are as follows:
5. Imposition of Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company and
its subsidiaries, Directors or management by any relevant regulatory
bodies, which were material and made public during the financial year
ended 31 March 2015.
42
7. Variation in Results
Name of Company
Value of
Transaction
for FY2015 (RM)
41,800
495,000
19,800
53,240
Lee Siew Kong, Lee Teck Wai and Lee Siew Ming#
171,600
13,807
Lim Ah Fah
21,600
15,000
62,100
Lim Ah Fah
8,100
19,440
92,780
Lim Ah Fah
Old Town International Sdn Bhd#, Lee Siew Heng^,
Goh Ching Mun^, Tan Say Yap*,Lee Siew Ming# and
Chin Lai Yoong
564,000
43
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Additional Com
Incorporated in Malaysia
Name of Company
556,394
387,411
993,382
325,607
522,934
483,086
389,890
552,581
614,288
Lim Ah Fah
517,688
Lim Ah Fah(1)
44
Value of
Transaction
for FY2015 (RM)
522,753
398,783
492,107
388,566
614,194
366,544
816,039
505,170
2,378,865
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
426,726
Lim Ah Fah(1)
459,674
Lim Ah Fah(2)
752,565
535,000
301,101
Lim Ah Fah
220,129
466,812
564,690
Name of Company
60,000
59,747
147,000
Value of
Transaction
for FY2015 (RM)
20,663
23,690
6,169
72,911
8,325
7,899
6,398
16,023
225,584
12,591
Lim Ah Fah
15,013
Lim Ah Fah(1)
9,495
4,414
15,145
9,132
13,460
10,707
16,423
259,630
88,416
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
11,148
Lim Ah Fah(1)
11,801
Lim Ah Fah(2)
478,056
11,272
491,994
3,588
9,931
20,112
45
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Additional Com
Incorporated in Malaysia
46
Name of Company
Value of
Transaction
for FY2015 (RM)
66,555
36,284
86,575
29,596
51,226
29,095
33,129
44,579
56,609
Lim Ah Fah
51,481
Lim Ah Fah(1)
55,085
31,393
46,212
40,653
55,089
32,381
71,274
47,225
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
38,885
Lim Ah Fah(1)
39,909
Lim Ah Fah(2)
24,796
Lim Ah Fah(3)
63,240
50,212
33,294
Lim Ah Fah
18,190
38,698
44,149
Name of Company
Value of
Transaction
for FY2015 (RM)
110,925
60,474
12,767
144,291
49,326
85,377
43,642
55,216
74,298
94,348
Lim Ah Fah
85,801
Lim Ah Fah(1)
91,808
52,321
77,020
67,755
91,815
53,969
118,789
78,709
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
64,808
Lim Ah Fah(1)
66,514
Lim Ah Fah(2)
41,326
Lim Ah Fah(3)
105,400
83,687
55,489
Lim Ah Fah
30,316
64,496
73,581
Details of relationships
Azmah Binti Abdul Aziz
: Spouse of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
Chin Lai Cheng @ Angeline
: Spouse of Lee Siew Heng^ and sister-in-law of Lee Siew Ming#.
Chin Lai Yoong
: Spouse of Lee Siew Ming# and sister-in-law of Lee Siew Heng^.
Koo Yai Peng
: Spouse of Lee Siew Fong and brotherin-law of Lee Siew Heng^ & Lee Siew Ming#.
Lee Siew Heng^
: Spouse of Chin Lai Cheng @ Angeline and brother of Lee Siew Kong, Lee Siew Ming# and Lee Teck Wai.
Lee Siew Kong
: Brother of Lee Siew Heng^ and Lee Siew Ming#.
Lee Siew Fong
: Sister of Lee Siew Heng^ and Lee Siew Ming#.
Lee Siew Ming#
: Brother of Lee Siew Heng^ and spouse of Chin Lai Yoong.
Lee Teck Wai
: Brother of Lee Siew Heng^ and Lee Siew Ming#.
Lim Ah Fah
: Sister-in-law of Lee Siew Heng^ and Lee Siew Ming#.
Lim Khim Lan
: Spouse of Mr Clarence D Silva*.
Nurul Asyiqin Motimbin bt Abdullah
: Daughter-in-law of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
^ Our Director and Major Shareholder.
* Our Director and Shareholder.
# Our Major Shareholder.
47
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Additional Com
Incorporated in Malaysia
Notes:
Azmah Binti Abdul Aziz is a director and substantial shareholder GC
Bangi Sdn Bhd
Chin Lai Cheng @ Angeline is a substantial shareholder of Gourmet
Corner Sdn Bhd and a director and substantial shareholder of CN
Supplies Sdn Bhd
Chin Lai Yoong is a director and substantial shareholder of Myth
Empire Sdn Bhd (formerly known as Soonsen Enterprise Sdn Bhd)
and AC Montage Marketing Sdn Bhd.
Chin Lai Yoong is a substantial shareholder of Mayson Trade (M) Sdn
Bhd and Old Town International Sdn Bhd.
Goh Ching Mun^ is a director and substantial shareholder of OTK
Northern Sdn Bhd and Old Town International Sdn Bhd#.
Koo Yai Peng is a director and substantial shareholder of OTK USJ
Sdn Bhd.
Lee Siew Heng^ is a director and substantial shareholder of Oldtown
Asia Pacific Limited, CN Supplies Sdn Bhd and Old Town International
Sdn Bhd#.
48
Notes:
(1) Deemed interested by virtue of her substantial shareholding in
Gourmet Corner KL Sdn Bhd, pursuant to Section 6A of the Act.
(2) Deemed interested by virtue of her subtantial shareholding in
Gourmet Corner Ipoh Sdn Bhd, pursuant to Section 6A of the Act.
(3) Deemed interested by virtue of her substantial shareholdings in OTK
Logistics Sdn Bhd, the holding company of OTK Sarawak Sdn Bhd,
pursuant to Section 6A of the Act.
financial statements
50 Directors Report
54 Independent Auditors Report
56 Statements of Profit or Loss
Statement by Directors
directors report
The directors of OLDTOWN BERHAD have pleasure in submitting their report and the audited financial statements of the Group and of the Company for
the financial year ended March 31, 2015.
Principal Activities
The Company is principally involved in investment holding.
The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during the financial year.
Results of Operations
The results of operations of the Group and of the Company for the financial year are as follows:
The Group
RM
The Company
RM
49,080,034
44,494,787
47,493,775
44,494,787
Non-controlling interests
1,586,259
49,080,034
44,494,787
In the opinion of the directors, the results of 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.
Dividends
A final dividend declared in respect of the financial year ended March 31, 2014 under single tier tax system of 3.0 sen per share, amounting to
RM13,408,634 was paid on October 15, 2014.
An interim dividend in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,264,060 was declared
on February 26, 2015.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM13,264,060 in respect of the current financial year computed based on
the outstanding issued and paid-up capital, excluding treasury shares held by the Company of 11,461,900 ordinary shares of RM1.00 each as at March
31, 2015. This dividend is subject to approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included
as a liability in the financial statements. Upon approval by the shareholders, the dividend payment will be accounted for in equity as an appropriation of
retained earnings during the financial year ending March 31, 2016. The payment date and entitlement date of the final dividend will be determined at a
later date.
50
Treasury Shares
During the financial year, the Company repurchased a total of 10,850,900 units of its own shares from the open market of Bursa Malaysia Securities Berhad
for a total cost of RM19,662,456 which has been deducted from equity. The average price paid for the shares repurchased during the year was RM1.81 per
share. The repurchase transactions were financed by internally generated funds. The shares repurchased are being held as Treasury Shares in accordance
with the requirements of Section 67A of the Companies Act, 1965.
The mandate given by the shareholders will expire at the forthcoming Annual General Meeting (AGM) and an ordinary resolution will be tabled at the AGM
for shareholders to grant a fresh mandate for another year.
Share Options
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As of the end of
the financial year, there were no unissued shares of the Company under options.
51
directors report
Directors
The following directors served on the Board of the Company since the date of the last report:
Datuk Dr. Ahmed Tasir bin Lope Pihie, PJN, PMP, JSM, FASc
Mr. Lee Siew Heng
Dato Wong Guang Seng
Mr. Tan Chon Ing @ Tan Chong Ling
Mr. Chuah Seong Meng
Mr. Clarence DSilva A/L Leon DSilva
Mr. Goh Ching Mun
Mr. Tan Say Yap
Mr. Mark Wing Kong (resigned on November 3, 2014)
In accordance with Article 84 of the Companys Articles of Association, Mr. Tan Chon Ing @ Tan Chong Ling, Mr. Chuah Seong Meng and Mr. Clarence
DSilva A/L Leon DSilva retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Directors Interests
The shareholdings in the Company and in the holding company of those who were directors at the end of the financial year, as recorded in the Register of
Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
Shares in the Company
25,000
6,250,000
125,000
375,000
465,937
197,258,500
197,258,500
52
681,054
73,684
968,422
263,160
There was no movement in the directors shareholdings during the financial year.
By virtue of their interest in the shares of the Company and of the holding company, Mr. Lee Siew Heng and Mr. Goh Ching Mun are also deemed to have
an interest in the shares of the subsidiaries to the extent that the Company and the holding company have an interest.
Mr. Tan Chon Ing @ Tan Chong Ling, Dato Wong Guang Seng and Mr. Chuah Seong Meng did not hold shares in the Company during the financial year.
Under the Companys Articles of Association, the directors are not required to hold any shares in the Company.
Directors Benefits
Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit (other than the
benefit included in the aggregate amount of emoluments received or due and receivable by directors as disclosed in the financial statements or the fixed
salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of
which he is a member, or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by
virtue of the transactions between the Company and certain companies in which certain directors of the Company are also directors and/or shareholders
or have substantial financial interests as disclosed in Note 25 to the financial statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company might
acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Holding Company
The Company is a subsidiary of Old Town International Sdn. Bhd., a company incorporated in Malaysia and the directors regard it as the ultimate
holding company.
Auditors
The auditors, Messrs. Deloitte, have indicated their willingness to continue in office.
53
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved
standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected
depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditors consider internal control relevant to the entitys preparation of financial statements that give a
true and fair view 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of March 31, 2015 and of
their financial performance and 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, 1965 in Malaysia.
54
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for
no other purpose. We do not assume responsibility towards any other person for the contents of this report.
DELOITTE
AF 0080
Chartered Accountants
55
The Group
2015
RM
2014
RM
As restated
2015
RM
2014
RM
Note
Revenue
397,740,131
390,194,008
59,865,140
77,134,054
Investment revenue
1,498,060
1,578,460
444,676
337,523
3,273,465
639,786
1,378,120
211,971
3,676,349
3,726,399
1,398,817
4,067,367
(102,454,240)
(100,177,769)
(68,283,541)
(70,890,411)
10
(3,126,672)
(3,184,617)
(313,420)
(307,632)
(57,481,940)
(54,121,240)
(125,022)
(113,896)
14
(15,181,192)
(15,928,327)
(153,963)
(153,172)
15
(175,678)
(184,743)
21
(3,529,319)
(3,529,319)
17
(15,771,203)
20
(3,500,000)
18
(144,548)
(157,055)
Finance costs
11
(1,080,900)
(1,556,523)
(325)
(215)
(88,463,602)
(84,107,623)
(829,216)
(808,349)
64,165,190
66,368,393
44,494,787
76,300,284
(15,085,156)
(16,038,755)
49,080,034
50,329,638
44,494,787
76,300,284
56
The Company
12
The Group
The Company
2015
RM
2014
RM
As restated
2015
RM
2014
RM
3,045,875
(31,582)
1,533,870
253,765
(2,179,593)
417,441
(1,370,468)
(260,308)
2,205,383
1,382,671
52,151,699
52,098,168
44,658,189
76,293,741
47,493,775
48,938,252
44,494,787
76,300,284
Non-controlling interests
1,586,259
1,391,386
49,080,034
50,329,638
44,494,787
76,300,284
50,114,558
50,405,249
44,658,189
76,293,741
Non-controlling interests
2,037,141
1,692,919
52,151,699
52,098,168
44,658,189
76,293,741
0.11
0.11
Note
Other comprehensive income/(loss):
Items that may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets:
13
57
Assets
Note
31.3.2015
RM
The Group
31.3.2014
RM
As restated
1.4.2013
RM
As restated
The Company
31.3.2014
RM
As restated
31.3.2015
RM
1.4.2013
RM
As restated
Non-current assets
Property, plant and equipment
14
108,742,092
105,634,478
102,396,819
1,149,673
1,885,819
1,930,665
15
13,397,059
13,572,737
13,757,480
Investment properties
16
2,400,000
3,890,000
2,040,000
12,469,200
Investments in subsidiaries
17
310,465,821
289,752,921
289,552,121
Investments in associates
18
1,320,593
1,505,141
1,706,196
1,101,002
1,101,002
1,101,002
Other investments
19
1,057,567
1,086,567
46,628,062
15,447,383
Goodwill on consolidation
20
20,211,995
23,711,995
23,711,995
Intangible assets
21
29,868,805
33,398,124
19,136,699
22
1,185,000
963,000
1,280,000
25
323,970
178,507,081
183,762,042
210,657,251
325,185,696
292,739,742
308,031,171
58
Inventories
23
30,134,033
22,465,954
14,227,762
24
61,681,422
45,823,843
48,782,856
203,605
226,591
173,668
25
90,128,000
133,841,597
64,911,665
25
2,885,801
1,562,022
1,349,508
40,000
44,000
Other investments
19
27,136,955
10,062,000
10,399,358
10,312,054
10,062,000
5,016,770
12
1,787,289
4,059,601
1,105,598
6,465
9,774
10,951
26
134,980,772
156,338,686
101,521,342
44,403,234
35,272,423
39,374,812
258,606,272
240,312,106
177,386,424
145,093,358
179,456,385
109,487,866
Total assets
437,113,353
424,074,148
388,043,675
470,279,054
472,196,127
417,519,037
Equity And
Liabilities
Note
31.3.2015
RM
The Group
31.3.2014
RM
As restated
1.4.2013
RM
As restated
31.3.2015
RM
The Company
31.3.2014
RM
As restated
Issued capital
27(a)
453,597,242
453,597,242
363,000,000
453,597,242
453,597,242
363,000,000
Treasury shares
27(b)
(21,148,964)
(1,486,508)
(21,148,964)
(1,486,508)
Reserves
28
(213,996,025)
(216,616,808)
(178,083,805)
4,205,540
4,042,138
44,048,681
Retained earnings
29
114,617,214
93,796,133
119,934,410
20,120,599
2,298,506
1,074,751
333,069,467
329,290,059
304,850,605
456,774,417
458,451,378
408,123,432
3,793,314
5,041,736
2,192,022
336,862,781
334,331,795
307,042,627
456,774,417
458,451,378
408,123,432
1.4.2013
RM
As restated
Equity attributable to
owners of the Company
Non-controlling interests
30
Net equity
Non-current liabilities
Hire-purchase payables
31
62,315
269,368
837,040
Borrowings
32
15,721,728
20,102,210
25,287,874
Deferred income
33
2,381,956
1,930,393
2,060,600
34
16,628
22
5,633,076
5,770,731
2,069,412
23,799,075
28,072,702
30,271,554
35
64,063,095
49,844,402
40,044,852
7,583,142
7,826,994
206,709
25
6,068,859
6,072,479
87,936
5,917,755
5,917,755
25
9,188,896
Hire-purchase payables
31
135,893
545,735
648,266
Borrowings
32
3,580,621
3,379,905
7,767,923
Deferred income
33
1,483,977
1,332,001
1,496,427
3,740
34
16,629
24,180
12
1,119,052
478,500
659,910
76,451,497
61,669,651
50,729,494
13,504,637
13,744,749
9,395,605
Total liabilities
100,250,572
89,742,353
81,001,048
13,504,637
13,744,749
9,395,605
437,113,353
424,074,148
388,043,675
470,279,054
472,196,127
417,519,037
59
60
27(b)
453,597,242
27(b)
(21,148,964)
(19,662,456)
(1,486,508)
(1,486,508)
Treasury
Shares
RM
Total comprehensive
income for the year
36
Other comprehensive
income for the year
Payment of dividends
453,597,242
90,597,242
27(a)
Payment of dividends
Bonus issue
Total comprehensive
income for the year
Other comprehensive
income for the year
36
30
363,000,000
30
Note
Issued
Capital
RM
The Group
3,553,644 (222,653,894)
3,553,644 (222,653,894)
(40,000,000)
43,553,644 (222,653,894)
Share
Premium
RM
Reserve
Arising From
Restructuring
RM
2,822,484
1,754,501
1,754,501
1,067,983
1,081,138
1,081,138
(13,155)
Foreign
Currency
Translation
Reserve
RM
Non-distributable Reserves
2,281,741
866,282
866,282
1,415,459
385,859
385,859
1,029,600
Investment
Revaluation
Reserve
RM
114,617,214
(26,672,694)
47,493,775
47,493,775
93,796,133
(50,597,242)
(24,479,287)
48,938,252
48,938,252
119,934,410
Distributable
Reserve Retained
Earnings
RM
333,069,467
(19,662,456)
(26,672,694)
50,114,558
2,620,783
47,493,775
329,290,059
(1,486,508)
(24,479,287)
50,405,249
1,466,997
48,938,252
304,850,605
Attributable
to Owners
of the
Company
RM
3,793,314
(3,285,563)
2,037,141
450,882
1,586,259
5,041,736
(747,710)
1,692,919
301,533
1,391,386
(1,952,704)
3,857,209
2,192,022
Noncontrolling
Interests
RM
336,862,781
(19,662,456)
(29,958,257)
52,151,699
3,071,665
49,080,034
334,331,795
(1,486,508)
(25,226,997)
52,098,168
1,768,530
50,329,638
(1,952,704)
3,857,209
307,042,627
Total
Equity
RM
Incorporated in Malaysia
453,597,242
Payment of dividends
27(b)
Total comprehensive
income for the year
Other comprehensive
income for the year
36
453,597,242
27(b)
90,597,242
Payment of dividends
27(a)
Total comprehensive
income/(loss) for the year
Bonus issue
Other comprehensive
loss for the year
363,000,000
-
36
Note
Issued
Capital
RM
The Company
(21,148,964)
(19,662,456)
(1,486,508)
(1,486,508)
Treasury
Shares
RM
3,553,644
3,553,644
(40,000,000)
43,553,644
Share
Premium
RM
651,896
163,402
163,402
488,494
(6,543)
(6,543)
495,037
Investment
Revaluation
Reserve
RM
Non-distributable Reserves
20,120,599
(26,672,694)
44,494,787
44,494,787
2,298,506
(50,597,242)
(24,479,287)
76,300,284
76,300,284
1,074,751
Distributable
Reserve Retained
Earnings
RM
456,774,417
(19,662,456)
(26,672,694)
44,658,189
163,402
44,494,787
458,451,378
(1,486,508)
(24,479,287)
76,293,741
(6,543)
76,300,284
408,123,432
Total
Equity
RM
61
The Group
2015
RM
2014
RM
As restated
49,080,034
50,329,638
15,181,192
15,928,327
Note
Profit for the year
Adjustments for:
15,085,156
16,038,755
3,529,319
3,529,319
3,500,000
1,826,350
1,123,305
Finance costs
1,080,900
1,556,523
1,025,900
882,497
343,726
350,000
(523,220)
348,642
76,181
175,678
184,743
144,548
157,055
6,000
(81,367)
(2,179,593)
417,441
(1,498,060)
(1,578,460)
(911,849)
1,188
(349,584)
(351,595)
Dividend income
(45,307)
(15,000)
(40,555)
(16,629)
(24,179)
20,682
87,174,639
87,133,062
(7,378,327)
(5,536,126)
(11,087,833)
9,030,443
(1,103,240)
(158,829)
9,561,312
(5,767,792)
592,789
(298,217)
77,759,340
84,402,541
1,873,421
627,700
(14,363,634)
(16,360,605)
(54,000)
65,215,127
68,669,636
Increase/(Decrease) in:
Trade and other payables
Deferred income
Cash Generated From Operations
Income tax refunded
Income tax paid
Real Property Gains Tax paid
Net Cash From Operating Activities
62
The Group
2015
RM
2014
RM
As restated
10,414,000
59,541,551
1,862,631
110,070
1,345,526
1,448,687
152,534
129,773
85,307
59,000
69,555
12,631
1,770,325
(26,275,430)
(14,736,218)
(11,552,936)
(17,365,805)
(4,969,200)
(680,000)
(2,684,209)
Note
Proceeds from disposal of other investments
38(a)
(429,947)
Acquisition of subsidiary
(16,335,721)
(1,952,704)
(31,969,538)
11,988,958
62,200
2,311,983
(26,998,221)
(10,889,700)
Buy-back of shares
(19,662,456)
(1,486,508)
(4,763,398)
(13,263,408)
(3,381,226)
(1,080,900)
(1,556,523)
(616,895)
(670,203)
(3,620)
66,788
(56,444,516)
(25,487,571)
(23,198,927)
55,171,023
155,549,880
98,962,211
1,853,644
1,416,646
134,204,597
155,549,880
Loan to associate
38(b)
63
The Company
2015
RM
2014
RM
As restated
44,494,787
76,300,284
15,771,203
863,816
395,610
153,963
153,172
6,000
48,337
1,091
1,091
375
Finance cost
325
215
(59,865,140)
(77,134,054)
(1,370,468)
(260,308)
(444,676)
(337,523)
(388,724)
(833,176)
22,986
(52,923)
20,525
(62,370)
3,740
(341,473)
(948,469)
60,937,845
26,150,046
3,774
4,335
(465)
(3,158)
60,599,681
25,202,754
Note
Profit for the year
Adjustments for:
Impairment loss on investments in subsidiaries
Dividend income
Cumulative gain reclassified from equity on disposal of
available-for-sale financial assets
Investment revenue recognised in profit or loss
Movements in working capital:
Decrease/(Increase) in:
Trade and other receivables
Increase/(Decrease) in:
Trade and other payables
Deferred income
Cash Used In Operations
Dividend received
64
The Company
2015
RM
2014
RM
As restated
42,497,738
(27,178,820)
10,414,000
20,211,971
424,073
337,523
20,603
100
Investments in subsidiaries
(35,540,900)
(200,800)
(12,469,200)
(10,000,000)
(10,000,000)
(154,282)
(98,594)
(4,807,868)
(16,928,720)
Dividends paid
(26,998,221)
(10,889,700)
Buy-back of shares
(19,662,456)
(1,486,508)
Note
38(a)
38(b)
(325)
(215)
(46,661,002)
(12,376,423)
9,130,811
(4,102,389)
35,272,423
39,374,812
44,403,234
35,272,423
65
(a) Application of new and revised MFRSs which have an impact on the amounts reported and/or disclosures in the
financial statements
In the current year, the Group and the Company have applied a number of amendments to MFRSs and a new Interpretation issued by the Malaysian
Accounting Standards Board (MASB) that are mandatorily effective for an accounting period that begins on or after January 1, 2014.
The adoption of new and revised MFRSs has had no material impact on the disclosures or on the amounts recognised in the financial statements,
except as follows:
(b) Standards and IC Interpretations (IC Int.) in issue but not yet effective
The Group and the Company have not elected for early adoption of the relevant new and revised MFRSs and IC Int. and amendments to MFRSs and IC Int. which
have been issued but not yet effective until future periods, at the date of authorisation for issue of these financial statements. The directors anticipate that the
adoption of these Standards and IC Int. when they become effective will have no material impact on the financial statements of the Group and of the Company in
the period of initial application, except as discussed below:
66
MFRS 9
MFRS 15
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 3
Amendments to MFRS 11
Disclosure Initiative 3
Amendments to MFRSs
Amendments to MFRSs
Amendments to MFRSs
Effective for annual periods beginning on or after July 1, 2014, with earlier application permitted.
Effective for annual periods beginning on or after July 1, 2014, with limited exceptions. Earlier application is permitted.
Effective for annual periods beginning on or after January 1, 2016, with earlier application permitted.
Effective for annual periods beginning on or after January 1, 2017, with earlier application permitted.
Effective for annual periods beginning on or after January 1, 2018, with earlier application permitted.
67
68
Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is
measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group
to the former owners of the acquiree and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
At acquisition date, the identifiable assets acquired and liabilities assumed are recognised at their fair values.
69
70
Associates
An associate is a non-subsidiary in which the Group and the Company hold not less than 20% of the equity voting rights as long-term investment and in
which the Group and the Company is in a position to exercise significant influence in its management.
The investments in associates of the Group for the financial year ended March 31, 2015 are accounted for under the equity method of accounting based
on the audited financial statements of the associated company made up to December 31, 2014 and appropriate adjustments have been made for the
effects of significant transactions between that date and March 31, 2015. Under this method of accounting, the interest in the post-acquisition profits and
reserves of the associates of the Group is included in the consolidated results while dividend received is reflected as a reduction of the investment in the
consolidated statement of financial position.
Unrealised profits and losses arising on transactions between the Group and its associates are eliminated to the extent of the equity interest of the Group in
the associated company except where unrealised losses provide evidence of an impairment of the asset transferred.
Goodwill/Negative Goodwill
Goodwill arising on an acquisition of a business is carried at cost less any accumulated impairment losses, if any.
Goodwill is not amortised. Instead, it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might
be impaired.
For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units (or groups of cash-generating units) that is
expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in
subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Any excess of the Groups interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over costs of acquisition
(previously known as negative goodwill), after reassessed, is recognised immediately to profit or loss.
Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates, trade
discounts and other similar allowances.
Sale of goods
Revenue from sale of goods is recognised when the following conditions are satisfied:
the Group has transferred to the customer the significant risks and rewards of ownership of the goods;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Dividend income
Dividend income from quoted and unquoted investments is recognised when the shareholders right to receive payment has been established (provided that
it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably.
Interest income is accrued on a time apportion basis, by reference to the principal outstanding and at the interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition.
71
Income from accounting services, initial training fees, management fees and support fees
Income from rendering of accounting services, initial training fees, management fees and support fees are recognised as and when services are provided.
Licence fees
Licence fees are recognised as revenue on a straight-line basis over the length of the licensing contract.
Foreign Currencies
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates
(its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in
Ringgit Malaysia (RM), which is the functional currency of the Company, and also the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency of the entity (foreign currencies)
are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
exchange differences arising on the retranslation of non-monetary items carried at fair value in respect of which gains and losses are recognised in other
comprehensive income. For such non-monetary items, the exchange component of that gain or loss is also recognised in other comprehensive income;
and
exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur
(therefore, forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from
equity to profit or loss on repayment of the monetary items.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the foreign incorporated subsidiaries of the Group are
translated in RM using exchange rates prevailing at the end of the reporting period, unless exchange rates fluctuated significantly during that period, in
which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive
income and accumulated in reserve (attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Groups entire interest in a foreign operation, or a disposal involving loss of control over a
subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant
influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the
Group are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of
accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals
(i.e. of associates or of jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the
accumulated exchange differences is reclassified to profit or loss.
Goodwill and fair value adjustments on identifiable assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in
other comprehensive income and accumulated in reserve.
72
The closing rate per unit of functional foreign currency used in the translation of the subsidiaries and associate (foreign currency) into Ringgit
Malaysia is as follows:
Foreign Currency
2015
RM
2014
RM
Singapore Dollar
2.6923
2.5903
0.4776
0.4210
Chinese Renminbi
0.5974
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial
period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Government Grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the
grants will be received.
Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as
deferred revenue in the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the
related assets.
Other government grants are recognised as revenue over the periods necessary to match them with the costs for which they are intended to compensate,
on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving
immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Finance Lease
Assets held under finance leases are initially recognised as assets of the Group at their fair values at the inception of the lease or, if lower, at the
present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance
lease obligation.
Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in
which case they are capitalised in accordance with the Group general policy on borrowing costs.
Operating Lease
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are
recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of
incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed.
73
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss because of items of income or
expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability of the Group and of the
Company for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of reporting period.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are generally recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilised.
The tax effects of unutilised reinvestment allowances are only recognised upon actual realisation.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised,
based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting period. The measurement of deferred tax
liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the end of the reporting
period, to recover or settle the carrying amount of their assets and liabilities.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the
carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted
when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits
embodied in the investment property over time, rather than through sale. The directors of the Group and of the Company reviewed the Groups and the
Companys investment property portfolio and concluded that none of the Groups and of the Companys investment properties are held under a business
model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through
sale. Therefore, the directors have determined that the sale presumption set out in the amendments to MFRS 112 is not rebutted. As a result, the Group
and the Company have recognised deferred taxes on changes in fair values of investment properties based on the expected tax rate that would apply on
disposal of the investment properties.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle its current tax assets and liabilities on a net
basis.
74
2%
2%
5% to 20%
Motor vehicles
10% to 20%
10% to 20%
10% to 20%
Renovation
10% to 20%
Assets held under hire-purchase arrangements are depreciated over their expected useful lives on the same basis as owned assets. However, when there
is no recoverable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their
useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use
of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the
sale proceeds and the carrying amount of the asset and is recognised in profit or loss.
Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at its cost, including
transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Fair value is arrived by reference to market evidence
of transaction prices for similar properties. Gain or loss arising from changes in the fair values of investment properties is included in profit or loss in the
period in which they arise.
Investment properties are derecognised upon disposal or when the investment properties are permanently withdrawn from use and no future economic
benefits are expected from the disposal. Any gain or loss arising on derecognition of the properties (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) are included in profit or loss in the period in which the properties are derecognised.
annual report 2015
75
Intangible Assets
Intangible assets are initially measured at either cost or fair value and amortised on a straight-line basis over their useful economic lives, which are
reviewed at the end of each reporting period. The fair value attributable to intangible assets acquired through a business combination is determined by
discounting the expected future cash flows to be generated from that assets at the risks adjusted weighted average cost of capital of the Group. The
residual values of intangible assets are assumed to be Nil.
The estimated useful economic lives of intangible assets are as follows:
Distribution network 15 years
Supplier exclusive right 10 years
The following are the main categories of intangible assets:
Distribution Network
Distribution network relates to relationship established by the subsidiary with the customers.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined principally on the First-in, First-out method.
Costs of trading merchandise, raw materials, packing materials, food, beverages, consumables, spare parts and goods-in-transit comprise the original
purchase price plus cost incurred in bringing the inventories to their present location and condition. The costs of finished goods and work-in-progress
comprise the cost of raw materials, direct labour and an appropriate proportion of production overheads. Net realisable value represents the estimated
selling price less estimated costs of completion and costs to be incurred in marketing, selling and distribution.
76
Provisions
Provisions are recognised when the Group and the Company have a present obligations (legal or constructive) as a result of past event, it is probable that
the Group and the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Financial Instruments
Financial assets and financial liabilities are recognised in the statements of financial position when the Group and the Company become a party to the
contractual provisions of the financial instrument.
Financial instruments are initially measured at fair value, plus transaction costs, except for those financial assets and financial liabilities classified as fair
value through profit or loss (FVTPL), which are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue
of the financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of financial
assets or financial liabilities at FVTPL are recognised immediately in profit or loss.
Financial assets
Financial assets are classified into the following specified categories: financial assets at FVTPL, held-to-maturity investments, available-for-sale (AFS)
financial assets and loan and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of
initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases
or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace. Financial assets of the Group and of the Company are classified into FVTPL, AFS financial assets and loans and receivables.
77
78
Financial Liabilities and Equity Instruments Issued by The Group and The Company
(i) Classification as Debt or Equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement
and the definition of a financial liability and an equity instrument.
79
Segment Information
For management purpose, the Group is organised into operating segments based on their business segment which is independently managed by the
respective segment chief operation officer, responsible for the performance of the respective segments under their charge. The segment chief operation
officer reports directly to the chief operating decision maker, to make decisions about resources to be allocated to the segment and assess its performance.
80
(iv) Estimated Useful Lives of Property, Plant and Equipment and Intangible Assets
The Group and the Company regularly review the estimated useful lives of property, plant and equipment at the end of each reporting period based
on factors such as business plan and strategies, expected level of usage and future technological developments. Future results of operations could be
materially affected by changes in these estimates brought about by changes in the factors mentioned above. A reduction in the estimated useful lives of
property, plant and equipment would increase the recorded depreciation and decrease the value of property, plant and equipment.
The Group reviews its intangible assets with finite useful lives at the end of each reporting date. The estimated useful economic lives reflect the
managements estimates of the periods that the Group intends to derive future economic benefits from the use of these intangible assets.
5. Segment Reporting
The segment reporting is presented on the same basis as information reported to the chief operating decision maker for the purposes of allocating
resources to the segment and assessing its performance. It is focused on the operations of the Group by business segment as disclosed below.
Business Segment
The Groups operations can be segmented into three (3) business segments as follows:
a) Operation of cafe chain;
b) Manufacturing of beverages; and
c) Others.
Inter-segment sales are charged at cost plus a percentage of profit mark-up.
annual report 2015
81
Operation of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
Total revenue
309,649,336
268,014,954
66,015,900
643,680,190
Inter-company sales
(92,590,333)
(87,379,133)
(65,970,593)
(245,940,059)
217,059,003
180,635,821
45,307
397,740,131
25,955,545
38,525,831
(588,798)
63,892,578
Revenue
Results
Segment results
(1,080,900)
Finance costs
Share of losses of associates
(144,548)
Investment revenue
1,498,060
64,165,190
(15,085,156)
Tax expenses
49,080,034
5,775,171
153,963
18,886,189
3,500,000
3,500,000
Operation of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
316,904,756
255,286,956
78,855,378
651,047,090
Inter-company sales
(101,823,085)
(80,174,619)
(78,855,378)
(260,853,082)
215,081,671
175,112,337
390,194,008
31,205,586
36,537,176
(1,239,251)
66,503,511
Revenue
Total revenue
Results
Segment results
(1,556,523)
Finance costs
Share of losses of associates
(157,055)
Investment revenue
1,578,460
66,368,393
(16,038,755)
Tax expenses
50,329,638
82
13,899,630
5,589,587
153,172
19,642,389
Geographical Segment
The Group operates in four principal geographical areas - Malaysia (country of domicile), South East Asia, other Asian countries and others.
The Groups revenue from continuing operations from external customers by geographical area are detailed below:
Revenue from
external customers
2015
RM
2014
RM
274,275,831
270,688,349
69,310,520
72,629,052
44,439,312
37,528,232
9,714,468
9,348,375
397,740,131
390,194,008
Malaysia
Others
Revenue of approximately RM50,935,000 (2014: RM39,720,000) which contributed more than 10% (2014: 10%) of the total revenue of the Group is
derived from one (1) external customer (2014: one (1) external customer) under manufacturing of beverages segment in Malaysia during the financial year.
Segment assets, segment liabilities and capital additions by segment were not disclosed as they were not regularly provided to the chief operating decision
maker for their day-to-day operation decision making.
6. Revenue
The Group
The Company
2015
RM
2014
RM
2015
RM
2014
RM
367,171,236
362,308,920
16,758,584
17,222,321
10,646,458
8,022,358
1,583,006
1,370,299
Rights fees
650,000
650,000
378,000
293,836
271,561
224,587
Relocation fees
91,993
20,000
Licence fees
80,387
50,157
Dividend income
45,307
15,000
58,921,937
77,134,054
Support fees
36,000
Management fees
15,885
16,530
Accounting services
11,714
943,203
397,740,131
390,194,008
59,865,140
77,134,054
Sale of goods
Franchise fees
83
The Company
2015
RM
2014
RM
2015
RM
2014
RM
1,296,023
1,341,181
424,073
337,523
45,139
92,966
4,364
14,540
152,534
129,773
20,603
1,498,060
1,578,460
444,676
337,523
2015
RM
2014
RM
2015
RM
2014
RM
2,179,593
(417,441)
1,370,468
260,308
1,125,515
77,995
349,584
351,595
911,849
(1,188)
(375)
40,555
Other investments
(6,000)
81,367
(6,000)
(48,337)
Cash equivalents
31,640
59
14,027
16,629
24,179
(1,025,900)
(350,000)
523,220
3,273,465
639,786
1,378,120
211,971
The Company
84
The Company
2015
RM
2014
RM
2015
RM
2014
RM
Properties
400,771
741,281
Machinery
1,300
33
(20,262,249)
(18,886,040)
(4,800)
(8,800)
(209,143)
(217,801)
Equipment
(93,524)
(89,137)
Motor vehicles
(21,600)
(21,600)
(17,476)
(882,497)
(343,726)
(1,091)
(1,091)
(473,000)
(457,000)
(60,000)
(54,000)
1,000
(147,761)
(135,025)
(16,000)
(26,000)
(16,000)
(26,000)
(3,000)
(3,000)
(3,000)
(3,000)
(348,642)
(76,181)
(20,682)
Rental income:
Others
Property, plant and equipment written off
Audit fees:
Statutory audit:
- auditors of the Company:
- current year
- prior year
- other auditors
Non-statutory audit:
- current year
- prior year
Included in employee benefits expenses of the Group and of the Company are contributions made to EPF of RM3,568,049 (2014: RM3,401,105) and
RM11,904 (2014: RM10,740) respectively.
85
The Company
2015
RM
2014
RM
2015
RM
2014
RM
78,000
83,100
78,000
83,100
2,549,370
2,603,500
107,366
104,621
178,500
153,000
178,500
153,000
49,000
63,000
49,000
63,000
7,920
8,532
7,920
8,532
156,516
168,864
3,126,672
3,184,617
313,420
307,632
Executive directors:
Salaries, bonuses, incentives and allowances:
The Company
Subsidiaries
Fees - subsidiaries
Non-executive directors of the Company:
Fees
Allowances
Contributions to EPF:
Executive directors:
The Company
Subsidiaries
The estimated monetary value of benefits-in-kind received and receivable by the directors otherwise than in cash from the Group and from the Company
amounted to RM133,484 (2014: RM118,927) and RM23,950 (2014: RM23,950) respectively.
Directors remuneration including benefits-in-kind paid or payable by the Company and its subsidiaries to the directors of the Company for the current
financial year are broadly categorised into the following bands:
Range Of Remuneration
86
Number of directors
Executive
directors
Non-executive
directors
RM50,001 to RM100,000
RM200,001 to RM250,000
RM550,001 to RM600,000
RM900,001 to RM950,000
RM1,000,001 to RM1,050,000
The Company
2015
RM
2014
RM
2015
RM
2014
RM
890,750
1,270,119
Hire-purchase
33,516
67,350
Trust receipts
62,523
156,634
156,531
325
215
1,080,900
1,556,523
325
215
Interest on:
Term loans
The Company
2015
RM
2014
RM
2015
RM
2014
RM
- Malaysia
(13,645,610)
(10,573,350)
- Foreign
(1,262,447)
(1,195,692)
(14,908,057)
(11,769,042)
(492,108)
(256,119)
(15,400,165)
(12,025,161)
(251,189)
(4,109,594)
620,198
96,000
(Note 22)
369,009
(4,013,594)
(54,000)
(15,085,156)
(16,038,755)
The Groups and the Companys income tax rate remained at 25% for the years of assessment 2015 and 2014 except for its foreign subsidiaries.
Taxation for other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions.
The Real Property Gains Tax (RPGT) has been revised to 30% for disposal within the first three years, 20% in the fourth year, 15% in the fifth year and
5% from sixth year onwards, on gains from the disposal of real property effective January 1, 2014. The Finance (No. 2) Act 2014, which was gazetted
on December 30, 2014, enacts the reduction of the corporate income tax rate from 25% to 24% with effect from year of assessment 2016. Following
these, the applicable tax rates to be used for the measurement of any applicable deferred tax will be the abovementioned expected rates.
87
The Company
2015
RM
2014
RM
2015
RM
2014
RM
64,165,190
66,368,393
44,494,787
76,300,284
(16,041,000)
(16,592,000)
(11,124,000)
(19,075,000)
2,166,000
2,508,000
1,044,300
463,863
15,417,000
19,368,000
719,000
321,000
(3,829,067)
(3,149,360)
(4,141,000)
(207,000)
(162,000)
(90,000)
(152,000)
(86,000)
(6,000)
53,197
731,521
606,664
218,000
Income tax
(492,108)
(256,119)
Deferred tax
620,198
96,000
(54,000)
(15,085,156)
(16,038,755)
88
The Group
The Company
2015
RM
2014
RM
2015
RM
2014
RM
1,787,289
4,059,601
6,465
9,774
1,119,052
478,500
The Group
2015
2014
47,493,775
48,938,252
452,986,242
453,597,242
(5,227,890)
(209,819)
447,758,352
453,387,423
0.11
0.11
89
90
Discount
Discount
10,843,036
815,000
815,000
(385,000)
1,200,000
Freehold
land
RM
# The discount was received from suppliers for assets purchased in 2013.
* The discount was received from suppliers for assets purchased in 2014.
Translation reserve
1,736,390
Write off
Reclassification
6,109,200
2,997,446
Disposals
Additions
Translation reserve
(288,198)
Write off
Disposals
(776,000)
Additions
Reclassification
4,061,644
Leasehold land
and buildings
and
apartments
RM
Acquisition of subsidiary
As of April 1, 2013
Cost
The Group
50,201,105
776,000
49,425,105
894,200
4,736,176
43,794,729
Apartments,
factory and
shop-office
buildings
RM
32,164,559
(251,074)
(34,100)
6,170,212
26,279,521
12,336,293
(1,750)
2,307,001
11,637,977
Plant,
machinery
and
equipment
RM
8,983,479
27,755
(1,655,898)
620,790
9,990,832
14,164
(150,852)
1,356,027
191,941
8,579,552
Motor
vehicles
RM
34,393,510
30,188
(18,244) *
(1,378,436)
(1,527,974)
2,863,405
34,424,571
23,367
561,607
(12,633) #
(109,516)
(259,885)
4,476,738
29,744,893
Factory
equipment,
signboard and
electrical
fittings
RM
31,197,415
82,544
657,947
(2,011,751)
(972,308)
2,062,881
31,378,102
57,473
970,398
(17,421) #
(288,390)
(111,770)
3,336,627
183,657
27,247,528
Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM
14,921,719
91,709
(46,639) *
(963,745)
(793,293)
2,022,932
14,610,755
57,613
Total
RM
1,523,614
152,617
(673,198)
232,196
(64,883)
(4,605,006)
(4,983,573)
6,109,200
14,015,692
1,050,665 184,570,488
(3,170,337)
275,472
3,945,530 173,866,862
(65,626)
(1,359,551)
(524,257)
20,155,713
451,933
16,408,414 155,729,231
- (13,986,498)
(35,572) #
(961,645)
2,419,530
76,335
13,054,494
Renovation
RM
Capital
work-inprogress
RM
Incorporated in Malaysia
2,748,454
10,445,809
397,227
Carrying amounts
Translation reserve
(34,920)
Write off
Reclassification
183,155
Disposals
248,992
(26,418)
Translation reserve
(34,920)
Write off
Reclassification
66,712
243,618
Leasehold land
and buildings
and
apartments
RM
Disposals
Acquisition of subsidiary
As of April 1, 2013
The Group
815,000
815,000
Freehold
land
RM
47,838,118
48,085,540
2,362,987
34,920
988,502
1,339,565
34,920
965,284
339,361
Apartments,
factory and
shop-office
buildings
RM
21,408,275
18,061,374
10,756,284
(182,609)
(25,075)
2,745,821
8,218,147
(831)
2,481,852
5,737,126
Plant,
machinery
and
equipment
RM
2,589,424
3,762,899
6,394,055
27,519
(1,310,584)
1,449,187
6,227,933
13,203
(150,847)
1,653,310
175,932
4,536,335
Motor
vehicles
RM
9,962,718
11,858,359
24,430,792
22,322
(1,104,055)
(1,244,104)
4,190,417
22,566,212
13,553
(115,483)
(176,837)
4,649,070
18,195,909
Factory
equipment,
signboard and
electrical
fittings
RM
10,108,143
11,314,745
21,089,272
61,782
(1,701,497)
(871,299)
3,536,929
20,063,357
32,903
(191,641)
(84,484)
3,907,248
120,890
16,278,441
Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM
4,523,940
5,042,577
10,397,779
58,497
(734,348)
(581,729)
2,087,181
9,568,178
28,451
(708,701)
2,204,851
41,955
8,001,622
Renovation
RM
75,828,396
170,120
(3,722,509)
(4,032,791)
15,181,192
68,232,384
88,110
(26,418)
(1,015,825)
(412,999)
15,928,327
338,777
53,332,412
Total
RM
1,050,665 108,742,092
3,945,530 105,634,478
Capital
work-inprogress
RM
91
The Company
Motor
vehicles
RM
Signboard
RM
Furniture,
fittings and
office
equipment
RM
516,210
368
246,178
1,395,239
2,157,995
Additions
9,316
100,101
109,417
Write off
(368)
(1,300)
(1,668)
516,210
254,194
1,495,340
2,265,744
Additions
2,160
213,272
215,432
Disposals
(1,677)
(1,677)
Write off
(2,350)
(2,350)
Adjustment
(796,049)^
(796,049)
516,210
252,327
912,563
1,681,100
As of April 1, 2013
148,387
141
78,802
227,330
103,242
68
49,862
153,172
(209)
(368)
(577)
251,629
128,296
379,925
103,242
50,721
153,963
Disposals
(1,202)
(1,202)
Write off
(1,259)
(1,259)
354,871
176,556
531,427
264,581
125,898
1,495,340
1,885,819
161,339
75,771
912,563
1,149,673
Capital
work-inprogress
RM
Total
RM
Cost
As of April 1, 2013
Write off
^ The adjustment relates to expenses paid on behalf of subsidiaries for ERP software capitalised as asset in prior year.
Leasehold buildings, freehold land, factory buildings, shop-office buildings and capital work-in-progress of the Group with total carrying value of
RM47,619,354 (2014: RM51,302,515) are charged to certain local licensed banks for banking facilities granted to the Group as mentioned in Note 32.
The carrying amounts of certain motor vehicles of the Group acquired under hire-purchase arrangements are RM164,959 (2014: RM771,396).
92
Short-term
leasehold land
RM
Long-term
leasehold land
RM
Total
RM
105,820
14,256,333
14,362,153
14,042
775,374
789,416
2,385
173,293
175,678
At end of year
16,427
948,667
965,094
Carrying amount
89,393
13,307,666
13,397,059
Short-term
leasehold land
RM
Long-term
leasehold land
RM
Total
RM
105,820
14,256,333
14,362,153
11,657
593,016
604,673
2,385
182,358
184,743
At end of year
14,042
775,374
789,416
Carrying amount
91,778
13,480,959
13,572,737
At cost
At beginning and end of year
Accumulated amortisation
At beginning of year
Amortisation for the year
At cost
At beginning and end of period
Accumulated amortisation
At beginning of period
Amortisation for the period
The leasehold land of the Group with total carrying value of RM10,688,152 (2014: RM11,017,075) are charged to certain local licensed banks for
banking facilities granted to the Group as mentioned in Note 32.
Long-term
leasehold
land and
buildings
RM
Long-term
leasehold
land
RM
Freehold
land
RM
Freehold
shoplot
RM
Buildings
RM
Total
RM
At beginning of year
1,490,000
300,000
620,000
720,000
760,000
3,890,000
4,969,200
4,969,200
(6,109,200)
(6,109,200)
(350,000)
30,000
(30,000)
(350,000)
300,000
620,000
750,000
730,000
2,400,000
At fair value
Transfer to property,
plant and equipment (Note 14)
(Decrease)/Increase in fair value
during the year (Note 8)
At end of year
93
Long-term
leasehold land
and buildings
RM
Long-term
leasehold
land
RM
Freehold
land
RM
Freehold
shoplot
RM
Buildings
RM
Total
RM
1,320,000
720,000
2,040,000
385,000
261,780
646,780
300,000
380,000
680,000
170,000
235,000
118,220
523,220
1,490,000
300,000
620,000
720,000
760,000
3,890,000
At fair value
At beginning of year
2014
RM
12,469,200
At end of year
12,469,200
At fair value
At beginning of year
The fair values of the investment properties of the Group and of the Company were determined based on valuation by an independent qualified valuer.
Valuations were arrived at by reference to market evidence of transaction prices for similar properties. There has been no change to the valuation
technique during the year.
Details of the Groups and of the Companys investment properties and information about the fair value hierarchy as of March 31, 2015 are as follows:
The Group 2015
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
2,400,000
2,400,000
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
Investment properties
3,890,000
3,890,000
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
Investment properties
12,469,200
12,469,200
Investment properties
The Group 2014
There were no transfers between Level 1 and Level 2 during the year.
In 2014, the investment properties amounting to RM2,490,000 were charged to certain local licensed banks for banking facilities granted to the Group
as mentioned in Note 32.
The strata title for the freehold shoplot is not available for auditors inspection as it is in the process of being transferred to the name of the subsidiary.
The rental income and direct operating expenses arising from the investment properties of the Group which were recognised during the financial year
amounted to RM131,931 (2014: RM129,773) and RM55,726 (2014: RM16,115) respectively.
94
2014
RM
290,703,731
290,502,931
35,540,900
200,800
943,203
327,187,834
290,703,731
950,810
950,810
Additions
15,771,203
At end of year
16,722,013
950,810
310,465,821
289,752,921
Carrying amount
Details of the subsidiaries of the Group as at the end of the reporting period are as follows:
Name of Company
Proportion of ownership
interest and voting power
held by the Group
Country of
Incorporation
2015
%
2014
%
Principal Activities
Hong Kong
70.00
70.00
Marketing of beverages.
Malaysia
80.00
80.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Singapore
100.00
100.00
Malaysia
100.00
100.00
Dormant.
Malaysia
100.00
100.00
Dormant.
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
95
Name of Company
Proportion of ownership
interest and voting power
held by the Group
Country of
Incorporation
2015
%
2014
%
Principal Activities
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Investment holding.
Hong Kong
100.00
100.00
Dormant.
Peoples
Republic of
China
70.00
Malaysia
100.00
100.00
Manufacturing of beverages.
Malaysia
100.00
100.00
^^ The financial statements of this company are examined by a member firm of the auditors of the Company.
* The financial statements of these companies are examined by auditors other than the auditors of the Company.
#
Held through Kopitiam Asia Pacific Sdn. Bhd..
^ Held through Old Town Kopitiam Butterworth Sdn. Bhd..
Held through Oldtown Singapore Pte. Ltd. with effect from January 23, 2015.
Held through Oldtown Berhad with effect from January 8, 2015.
+ Held through Advance City Limited.
@ Held through Old Town (M) Sdn. Bhd. until January 7, 2015.
## Held through Old Town (M) Sdn. Bhd. until January 22, 2015.
** The financial statements of this company are not required to be audited by law in its country of incorporation.
During the financial year, a wholly foreign owned enterprise known as Shenzhen Oldtown White Coffee Trading Co., Ltd. (Shenzen Oldtown) has been
incorporated on July 21, 2014 with a registered capital of USD1,000,000 in the territory of Shenzhen, Peoples Republic of China. The sole investor of
Shenzhen Oldtown is Advance City Limited, a subsidiary of Oldtown Berhad.
2014
Malaysia
Malaysia
Singapore
10
1
10
1
Investment holding
Malaysia
Others - dormant
Malaysia
Hong Kong
2
1
2
1
17
17
Industry
Fast moving consumer goods
Food and beverages
96
2015
2015
2014
Hong Kong
Malaysia
Details of non-wholly owned subsidiaries that have material non-controlling interests are as follows:
Name of
Company
Country of
incorporation and
principal place of
business
Proportion of ownership
interest and voting rights
held by non-controlling
interests
Profit/(Loss) allocated to
non-controlling interests
2015
%
2014
%
2015
RM
Accumulated
non-controlling interests
2014
RM
2015
RM
2014
RM
Malaysia
20
20
97,764
30,657
313,739
259,975
Hong Kong
30
30
1,784,399
1,360,729
3,737,878
4,781,761
Shenzhen Oldtown
White Coffee Trading
Co., Ltd.
Peoples
Republic of
China
30
(295,904)
(258,303)
1,586,259
1,391,386
3,793,314
5,041,736
Total
Summarised financial information in respect of each of the Groups subsidiaries that has material non-controlling interests is set out below. The
summarised financial information below represents amounts before intragroup eliminations.
Conneczone Sdn. Bhd.
2015
RM
2014
RM
1,694,517
1,671,274
815,138
887,088
(906,184)
(1,207,764)
(34,775)
(50,723)
(1,254,957)
(1,039,900)
(313,739)
(259,975)
2015
RM
2014
RM
Revenue
7,948,340
6,971,491
Expenses
(7,459,519)
(6,818,206)
488,821
153,285
488,821
153,285
391,057
122,628
97,764
30,657
488,821
153,285
44,000
10,000
231,333
628,175
(171,708)
(636,537)
(60,418)
(8,168)
(793)
(16,530)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the Company
Non-controlling interests
97
2015
RM
2014
RM
20,080,590
24,626,715
2,071,811
91,048
Current liabilities
(9,692,806)
(8,778,560)
(8,721,717)
(11,157,442)
Non-controlling interests
(3,737,878)
(4,781,761)
2015
RM
2014
RM
Revenue
43,361,484
38,087,487
Expenses
(37,413,487)
(33,551,725)
5,947,997
4,535,762
1,377,603
1,005,110
7,325,600
5,540,872
4,163,598
3,175,033
Non-controlling interests
1,784,399
1,360,729
5,947,997
4,535,762
5,127,920
3,878,610
2,197,680
1,662,262
7,325,600
5,540,872
3,241,562
737,710
6,223,550
5,558,330
(1,969,480)
18,612
(11,282,848)
(1,467,269)
(7,028,778)
4,109,673
2015
RM
2014
RM
1,644,719
12,470
(541,104)
(1,374,388)
258,303
Current assets
Non-current assets
98
2015
RM
2014
RM
Revenue
9,350
Expenses
(995,696)
(986,346)
125,337
(861,009)
(690,442)
Non-controlling interests
(295,904)
(986,346)
(602,706)
Non-controlling interests
(258,303)
(861,009)
(941,248)
(12,244)
2,205,302
1,251,810
The Company
2015
RM
2014
RM
2015
RM
2014
RM
1,461,107
1,461,107
1,101,002
1,101,002
(140,514)
44,034
1,320,593
1,505,141
1,101,002
1,101,002
Details of the Groups associates as at the end of the reporting date are as follows:
Name of Company
Proportion of ownership
interest/voting rights
held by the Group
Country of
Incorporation
2015
%
2014
%
Principal Activities
Financial
Year End
Singapore
50.00
50.00
December 31
Malaysia
40.00
40.00
December 31
Malaysia
50.00
50.00
December 31
* The financial statements of this company are examined by auditors other than the auditors of the Company.
# Held through Oldtown Singapore Pte. Ltd..
annual report 2015
99
2014
RM
7,785,021
8,891,002
(7,965,362)
(7,034,228)
(180,341)
1,856,774
618,373
802,921
Goodwill on associates
702,220
702,220
1,320,593
1,505,141
Total revenue
28,980,785
30,961,748
(1,903,393)
(357,734)
(144,548)
(157,055)
31.3.2015
RM
31.3.2014
RM
1.4.2013
RM
Malaysia
29,000
29,000
Indonesia
1,057,567
1,057,567
1,057,567
1,057,567
1,086,567
1,086,567
45,541,495
1,057,567
1,086,567
46,628,062
27,136,955
10,062,000
10,399,358
Total assets
Total liabilities
Net (liabilities)/assets
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
Current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
100
The Company
31.3.2015
RM
31.3.2014
RM
1.4.2013
RM
15,447,383
10,312,054
10,062,000
5,016,770
Non-current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
Current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
The fair value hierarchy for quoted unit trusts of the Group and of the Company are classified as Level 1. There was no transfers between Level 1 and
Level 2 in both 2015 and 2014.
2014
RM
25,671,638
25,671,638
At beginning of year
1,959,643
1,959,643
3,500,000
At end of year
5,459,643
1,959,643
Carrying amount
20,211,995
23,711,995
At cost
At beginning and end of year
Accumulated impairment losses
Goodwill acquired in business combination is allocated, at acquisition, to the group of units that are expected to benefit from the synergies of the
combination. For impairment testing purpose, goodwill is assigned to the acquired subsidiaries under operation of cafe outlets of which each outlet
represents a Cash Generating Units (CGU).
Goodwill arose from the acquisition of five (5) direct and indirect subsidiaries including Old Town Kopitiam Butterworth Sdn. Bhd., Old Town Kopitiam
Kuala Lumpur Sdn. Bhd., Old Town Kopitiam Cheras Sdn. Bhd., Dynasty Kitchen Sdn. Bhd. and Conneczone Sdn. Bhd. because the cost of the
combination included a control premium. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit
of expected synergies, revenue growth, future market development and the assembled workforce of the subsidiaries. These benefits are not recognised
separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
The Group also acquired the supplier exclusive rights as part of the acquisition from Emperors Kitchen Sdn. Bhd., Esquire Chef Sdn. Bhd. and Dynasty
Confectionery Sdn. Bhd. and distribution network from Advance City Limited. These intangible assets have been separately recognised from goodwill as
it met the definition of intangible assets as disclosed in Note 21.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
The recoverable amounts of the CGUs were based on value-in-use calculations. The calculations were determined using projected cash flows for a tenyear period by extrapolation using the growth rate based on historical experience, managements assessment of future trends and expectation of market
development in the respective industries.
101
Pre-tax discount rates range from 12.2% to 15.5% (2014: 14.0% to 18.0%);
There will be no material changes in the structure and principal activities of the subsidiaries;
Chain of outlets will continue to operate under the franchise licence for 2 terms (5 years each term);
Projected growth rate of food and beverages of 3.0% (2014: 4.0%) per annum;
There will not be any significant changes in the prices and supply of raw materials, wages and other related costs, resulting from industrial dispute,
adverse changes in economic conditions or other abnormal factors, which will adversely affect the operations of the Group; and
The statutory income tax rate for Malaysia has been reduced to 24% (2014: 25%) with effective year of assessment 2016. There will be no material
changes to the present legislation or regulations, rates and bases of duties, levies and other taxes affecting the Groups activities.
During the financial year, the Group conducted the annual goodwill impairment testing. A subsidiary, which operates cafe outlets, has demonstrated
risk of impairment primarily attributed to the unanticipated change in the business climate, which includes, amongst others, construction projects in the
surrounding areas which caused lower customers patronage and also increase in competition in the area. While these affected cafe outlets have, and
will continue to contribute positively to the earnings of the Group, they are unlikely to be at the scale previously anticipated. Therefore, the directors
decided to write down a portion of the allocated goodwill of RM3,500,000 (2014: Nil) based on the recoverable amounts projected using present value of
future cash flows generated by these CGUs.
The directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the
aggregate carrying amount to exceed the aggregate recoverable amount of the CGUs.
Distribution
network
RM
Supplier
exclusive right
RM
Total
RM
23,432,693
23,432,693
17,790,744
17,790,744
17,790,744
23,432,693
41,223,437
17,790,744
23,432,693
41,223,437
4,295,994
4,295,994
1,186,050
2,343,269
3,529,319
1,186,050
6,639,263
7,825,313
1,186,050
2,343,269
3,529,319
2,372,100
8,982,532
11,354,632
16,604,694
16,793,430
33,398,124
15,418,644
14,450,161
29,868,805
Cost
As of April 1, 2013
Carrying amount
102
At beginning
of year
RM
Recognised in
profit or loss
RM
Translation
differences
RM
At end
of year
RM
(248,000)
136,000
(112,000)
Deferred income
1,122,000
79,000
1,201,000
89,000
7,000
96,000
963,000
222,000
1,185,000
(5,682,731)
(71,991)
(9,354)
(5,764,076)
(15,000)
(17,000)
(32,000)
34,000
(196,000)
(162,000)
Bank balances
(106,000)
49,000
(57,000)
Trade payables
(11,000)
(11,000)
(20,000)
145,000
125,000
246,000
246,000
19,000
3,000
22,000
(5,770,731)
147,009
(9,354)
(5,633,076)
At beginning
of year
RM
Recognised in
profit or loss
RM
Translation
differences
RM
At end
of year
RM
(116,000)
(132,000)
(248,000)
Deferred income
1,326,000
(204,000)
1,122,000
70,000
19,000
89,000
1,280,000
(317,000)
963,000
(2,028,412)
(3,649,594)
(4,725)
(5,682,731)
(15,000)
(15,000)
(22,000)
56,000
34,000
(7,000)
(99,000)
(106,000)
3,000
(23,000)
(20,000)
19,000
19,000
(2,069,412)
(3,696,594)
(4,725)
(5,770,731)
Borrowings
Fair values change on forward contracts
Unabsorbed tax capital allowances
103
2014
RM
13,386,622
10,703,906
Raw materials
10,201,556
4,580,788
3,686,552
4,624,697
Packing materials
2,162,283
1,811,052
Work-in-progress
340,758
396,759
Spare parts
190,150
192,857
Goods-in-transit
166,112
155,895
30,134,033
22,465,954
The cost of inventories of the Group recognised as an expense during the year was RM182,511,114 (2014: RM167,000,813).
The Company
2015
RM
2014
RM
2015
RM
2014
RM
Trade receivables
45,564,886
34,414,703
Other receivables
1,229,548
480,291
57,537
Refundable deposits
8,794,734
7,212,566
7,360
5,370
55,589,168
42,107,560
64,897
5,370
2,684,209
45,360
Prepaid expenses
3,408,045
3,670,923
138,708
221,221
61,681,422
45,823,843
203,605
226,591
Trade receivables of the Group comprise amounts receivable for the sale of goods. Other receivables of the Group comprise mainly expenses paid on
behalf and advances granted which are unsecured, interest-free and repayable upon demand.
In 2014, included in other receivables of the Group were rental receivable from related parties of RM78,531.
Included in refundable deposits of the Group is an amount of RM288,000 (2014: Nil) related to down payments for acquisition of 5,100 ordinary shares
of Hong Kong Dollar One (HKD1.00) each in April Eight (China) Limited.
Trade transactions of the Group were on cash terms and credit period which ranged from 7 to 90 days (2014: 7 to 90 days).
104
2014
RM
Ringgit Malaysia
28,835,011
23,447,533
8,052,145
6,129,451
6,504,244
3,340,977
Singapore Dollar
2,976,362
1,977,033
336,786
89,886
46,794,434
34,894,994
Chinese Renminbi
Thai Baht
Included in trade receivables of the Group are related parties balances of RM4,762,043 (2014: RM5,896,513).
Included in trade receivables of the Group are receivables with total carrying amount of RM13,008,565 (2014: RM9,385,666) which are past due at the
reporting period for which the Group has not provided for impairment loss. The Group does not hold any collateral over these balances nor does it have a
legal right to offset against any amounts owed by the Group to the counterparty.
Ageing of trade receivables which are past due but not impaired are as follows:
The Group
2015
RM
2014
RM
Within 30 days
8,725,749
7,416,322
31 days to 60 days
1,003,095
1,329,949
61 days to 90 days
742,272
235,079
2,154,839
102,359
382,610
301,957
13,008,565
9,385,666
The Group seeks to maintain strict control over its outstanding trade receivables and has a credit period policy to minimise credit risk. Overdue balances
are reviewed regularly by management. The Group has not provided for impairment loss on trade receivable accounts that are past due as there has not
been a significant change in credit quality and the amounts are still considered recoverable.
Transaction with related parties are disclosed in Note 25.
105
The Company
2015
RM
2014
RM
2015
RM
2014
RM
2,845,801
1,518,022
40,000
44,000
40,000
44,000
2,885,801
1,562,022
40,000
44,000
323,970
Non-current:
Non-trade account
The non-trade balance of amount owing by associate to a foreign subsidiary of the Company arose from loans given which bears interest at a rate of
6.00% (2014: Nil) per annum and is repayable over 24 equal monthly instalments.
The trade balance of amount owing by associates of the Group arose mainly from normal trade terms. The non-trade balance of the Group and of the
Company arose from dividend receivable.
The amount owing by subsidiaries arose mainly from dividend receivable, advances granted and expenses paid on behalf which are unsecured, interestfree and repayable upon demand.
The currency profile of amount owing by associates are as follows:
The Group
The Company
2015
RM
2014
RM
2015
RM
2014
RM
Singapore Dollar
3,169,771
1,518,022
Ringgit Malaysia
40,000
44,000
40,000
44,000
3,209,771
1,562,022
40,000
44,000
106
Other than as disclosed elsewhere in the financial statements, the related parties and their relationship with the Company and its subsidiaries are
as follows:
Names of related parties
Relationship
107
108
11,835,510
Dividend
paid/payable
RM
534,658
533,937
586,721
628,647
334,664
1,069,367
571,701
616,710
3,696,307
18
Trade
sales
RM
716,195
Trade
purchases
RM
3,996
Purchase of
property,
plant and
equipment
RM
21,600
20,501
10,950
1,302,000
Rental
paid/
payable
RM
27,475
3,056
Secondment
of staff
charges
received/
receivable
RM
55,085
51,481
44,149
56,609
29,596
86,575
44,579
33,129
603,291
222,278
Advertising
and
promotion
fees received/
receivable
RM
91,808
85,801
73,581
94,348
49,326
144,291
74,298
55,216
1,005,486
370,463
Royalty fees
received/
receivable
RM
12,280
14,793
16,538
13,793
14,316
57,406
47,000
13,668
14,023
1,900
421,737
51,993
234,708
53,600
Others
RM
693,831
686,012
720,989
793,397
21,600
20,501
455,377
1,360,695
47,000
704,246
719,078
12,850
1,141,928
5,357,077
827,467
13,191,110
Total
RM
Incorporated in Malaysia
787,080
317,682
80,428
240
1,942
3,480
10,000
6,960
1,233,721
766,185
836,259
628,887
378,287
438,666
398,499
224,871
509,006
472,253
793,095
403,929
Trade
sales
RM
Dividend
paid/payable
RM
92,780
59,747
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
53,240
171,600
41,800
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
15,461
11,471
5,914
63,240
47,225
71,274
55,089
32,381
38,885
40,653
16,203
46,212
39,909
33,294
31,393
Advertising
and
promotion
fees received/
receivable
RM
25,769
19,119
9,857
12,767
105,400
78,709
118,789
91,815
53,969
64,808
67,755
27,006
77,020
66,514
55,489
52,321
Royalty fees
received/
receivable
RM
31,090
1,750
50,094
96,243
18,836
5,556
14,793
13,793
3,893
9,030
14,793
12,780
37,923
15,220
Others
RM
859,400
348,272
96,199
12,767
53,240
92,780
240
175,292
3,480
10,000
59,747
6,960
1,452,455
1,030,162
1,045,158
781,347
479,430
556,152
510,800
277,110
647,031
591,456
919,801
502,863
Total
RM
109
110
489,484
2,481,088
113,885
223,733
984,666
478,860
394,574
278,124
202,248
106,804
12,600
547,261
530,833
109,388
Trade
sales
RM
Dividend
paid/payable
RM
Trade
purchases
RM
60,000
Purchase of
property,
plant and
equipment
RM
19,800
19,440
60,000
-
3,600
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
29,095
8,883
18,190
66,555
24,796
38,698
36,284
16,842
16,313
8,789
-
50,212
51,226
8,713
Advertising
and
promotion
fees received/
receivable
RM
43,642
14,805
30,316
110,925
41,326
64,696
60,474
28,069
27,188
14,649
-
83,687
85,377
14,522
Royalty fees
received/
receivable
RM
69,555
3,030
13,474
24,733
20,663
12,480
15,203
985
-
16,775
4,530
Others
RM
19,800
19,440
60,000
69,555
565,251
2,481,088
137,573
285,713
1,186,879
86,785
594,534
506,535
324,020
245,749
130,242
12,600
761,535
671,966
132,623
Total
RM
Incorporated in Malaysia
10,779,045
Dividend
paid/payable
RM
632,338
675,733
686,931
689,728
110
305,688
696,812
280,717
671,086
532,086
4,098,120
5,150
Trade
sales
RM
639,939
Trade
purchases
RM
186,600
Purchase of
property,
plant and
equipment
RM
21,200
23,716
24,880
1,140,000
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
62,297
62,946
51,876
58,830
27,313
56,979
19,678
46,014
36,013
637,219
237,021
Advertising
and
promotion
fees received/
receivable
RM
103,828
104,910
86,460
98,050
45,522
94,965
32,797
76,690
60,021
1,062,022
395,035
Royalty fees
received/
receivable
RM
4,787
37,165
36,215
33,215
200
4,500
33,469
73,647
2,428
4,957
36,225
288,964
222,175
4,800
Others
RM
803,250
880,754
861,482
879,823
110
21,400
28,216
411,992
922,403
335,620
798,747
664,345
24,880
1,115,503
5,797,361
859,381
11,923,845
Total
RM
111
112
Dividend
paid/payable
RM
934,172
487,847
399,309
43,411
605,134
9,177,383
317,690
5,287
640,347
740,772
1,360,771
649,575
400,574
447,255
465,333
542,302
488,272
585,724
Trade
sales
RM
144,581
111,656
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
59,400
171,600
250,800
Rental
paid/
payable
RM
3,600
115,200
Secondment
of staff
charges
received/
receivable
RM
73,010
22,010
35,875
55,103
894,479
23,817
53,746
66,793
73,353
56,785
34,949
38,848
47,311
47,344
40,374
45,298
Advertising
and
promotion
fees received/
receivable
RM
121,683
36,684
59,791
91,838
1,490,798
39,695
85,916
89,577
111,321
122,254
94,642
58,248
64,746
78,852
78,906
67,289
75,496
Royalty fees
received/
receivable
RM
64,658
134,889
3,107
3,000
33,657
464,036
4,047
2,862
36,710
93,184
106,412
4,378
34,215
33,215
2,907
34,715
3,610
6,492
Others
RM
1,197,123
681,430
498,082
46,411
785,732
12,141,896
385,249
85,916
59,400
144,581
179,749
111,656
820,380
1,262,870
1,662,790
805,380
527,986
584,064
594,403
703,267
599,545
713,010
Total
RM
Incorporated in Malaysia
Dividend
paid/payable
RM
474,668
549,062
5,410
1,162,300
233,446
455,747
3,030,916
400,730
384,447
784,541
627,019
842,722
1,369,960
Trade
sales
RM
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
19,800
60,000
18,900
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
40,295
44,768
40,874
77,661
18,720
38,316
23,257
31,073
18,385
11,382
72,335
60,349
Advertising
and
promotion
fees received/
receivable
RM
67,158
74,613
68,123
129,435
31,200
63,861
34,885
51,788
30,642
17,216
120,559
100,582
Royalty fees
received/
receivable
RM
300
34,309
34,665
65,061
13,430
3,375
34,227
2,692
16,357
101,633
120,000
16,071
25,377
Others
RM
20,100
60,000
18,900
616,430
703,108
179,468
1,382,826
286,741
592,151
3,030,916
461,564
483,665
935,201
775,617
1,051,687
1,556,268
Total
RM
113
114
11,835,510
Dividend
paid/payable
RM
Subsidiaries
40,000
5,100,000
15,000,000
1,700,000
15,000,000
12,000,000
1,200,000
4,800,048
2,200,000
176,000
1,660,582
Dividend
received/
receivable
RM
943,203
Deemed
contribution
arising from waiver
of intercompany
debts
RM
26,790,900
Acquisition of
investment
in subsidiaries
RM
4,800
Rental
paid/
payable
RM
13,152
Rental
received/
receivable
RM
7,500,000
Acquisition
of investment
property
RM
3,000
800
47,860
Others
RM
40,000
5,103,000
15,005,600
26,790,900
1,700,000
7,561,012
15,000,000
12,943,203
1,200,000
4,800,048
2,200,000
176,000
1,660,582
11,835,510
Total
RM
Incorporated in Malaysia
5,400,054
2,400,000
44,000
7,650,000
24,000,000
2,900,000
20,000,000
12,300,000
2,400,000
40,000
Dividend
received/
receivable
RM
10,779,045
Dividend
paid/payable
RM
Subsidiaries
1,700,000
Advances
received
RM
24,722,113
30,000
26,890,900
Advances
granted
RM
200,800
Acquisition
of investment
RM
4,000
4,800
Rental paid/
payable
RM
4,500
1,950
26,790,900
5,900
21,949
3,700,500
Others
RM
8,500
44,000
7,651,950
75,517,813
30,000
26,896,800
2,900,000
21,949
200,800
25,400,500
12,300,000
2,400,000
5,400,054
2,400,000
40,000
10,779,045
Total
RM
115
2015
RM
2014
RM
1,638,753
1,474,158
153,648
139,167
1,792,401
1,613,325
The estimated monetary value of benefits-in-kind received and receivable by the key management personnel otherwise than in cash from the Group
amounted to RM55,569 (2014: RM85,271).
31.3.2015
RM
31.3.2014
RM
1.4.2013
RM
1,791,482
788,806
2,559,131
63,518,946
69,250,378
69,293,747
24,750,128
29,844,736
14,374,275
44,920,216
56,454,766
15,294,189
134,980,772
156,338,686
101,521,342
31.3.2015
RM
31.3.2014
RM
1.4.2013
RM
26,009,554
19,764,867
29,235,842
53,838
81,062
108,086
18,339,842
15,426,494
10,030,884
44,403,234
35,272,423
39,374,812
The Company
Short-term investment funds
Cash and bank balances
Other cash equivalents
The Company
2015
%
2014
%
2015
%
2014
%
Fixed deposits
3.15 - 3.70
3.00 - 3.15
2.39 - 3.27
2.06 - 2.84
2.39 - 3.27
2.06 - 2.84
The fixed deposits of the Group have maturity period of 365 days (2014: 30 days to 365 days).
Other cash equivalents of the Group and of the Company comprised of available-for-sale quoted unit trusts in Malaysia carried at fair value. The fair
value hierarchy for other cash equivalents is classified as Level 1. There was no transfers between Level 1 and Level 2 in both 2015 and 2014.
116
The Company
2015
RM
2014
RM
2015
RM
2014
RM
119,622,371
136,712,117
44,403,234
35,272,423
9,636,569
14,162,582
2,900,699
1,088,532
Singapore Dollar
2,566,991
2,876,876
254,142
1,498,579
134,980,772
156,338,686
44,403,234
35,272,423
Ringgit Malaysia
Chinese Renminbi
The fixed deposits of the Group with carrying amounts of RM776,175 (2014: RM788,806) are placed under lien to local licensed banks as security for
banking facilities granted to the Group as disclosed in Note 32.
2014
RM
Authorised:
500,000,000 ordinary shares of RM1 each
500,000,000
500,000,000
500,000,000
500,000,000
453,597,242
363,000,000
453,597,242
363,000,000
90,597,242
90,597,242
453,597,242
453,597,242
453,597,242
453,597,242
117
Lowest price
paid per share
RM
Highest price
paid per share
RM
Average price
paid per share
(including
incidental costs)
RM
611,000
2.38
2.90
2.43
1,486,508
4,000
2.13
2.13
2.15
8,583
August 2014
3,933,100
1.92
2.07
2.01
7,903,711
September 2014
2,094,700
1.93
2.02
1.98
4,150,227
October 2014
1,035,600
1.61
1.74
1.68
1,738,457
November 2014
1,170,400
1.56
1.69
1.63
1,911,564
December 2014
2,613,100
1.46
1.57
1.51
3,949,914
As of April 1, 2014
June 2014
11,461,900
Total
consideration
RM
21,148,964
During the financial year, the Company repurchased a total of 10,850,900 units (2014: 611,000 units) of its own shares from the open market of Bursa
Malaysia Securities Berhad for total cost of RM19,662,456 (2014: RM1,486,508) and has been deducted from equity. The average price paid for the
shares repurchased during the year was RM1.81 (2014: RM2.43) per share. The repurchase transactions were financed by internally generated funds.
The shares repurchased are being held as Treasury Shares in accordance with the requirements of Section 67A of the Companies Act, 1965.
As of March 31, 2015, 11,461,900 (2014: 611,000) out of the total of 453,597,242 (2014: 453,597,242) issued and paid-up ordinary shares are held
as Treasury Shares by the Company. The number of ordinary shares of RM1 each in issue and paid-up as of March 31, 2015 after excluding the Treasury
Shares is 442,135,342 (2014: 452,986,242).
The mandate given by the shareholders will expire at the forthcoming AGM and an ordinary resolution will be tabled at the AGM for shareholders to grant
a fresh mandate for another year.
28. Reserves
The Group
2014
RM
2015
RM
2014
RM
3,553,644
3,553,644
3,553,644
3,553,644
(222,653,894)
(222,653,894)
2,822,484
1,067,983
2,281,741
1,415,459
651,896
488,494
(213,996,025)
(216,616,808)
4,205,540
4,042,138
Share premium
Reserve arising from restructuring
Share Premium
118
The Company
2015
RM
2014
RM
3,553,644
43,553,644
(40,000,000)
3,553,644
3,553,644
The Group
2015
RM
2014
RM
(222,653,894)
(222,653,894)
The Group
2015
RM
2014
RM
1,067,983
(13,155)
1,754,501
1,081,138
2,822,484
1,067,983
Exchange differences relating to the translation of the net assets of the Groups foreign operations from their functional currencies to the Groups
presentation currency (i.e. Ringgit Malaysia) are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve (in respect of translating the net assets of
foreign operations) are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.
Investment Revaluation Reserve
The Group
The Company
2015
RM
2014
RM
2015
RM
2014
RM
1,415,459
1,029,600
488,494
495,037
3,045,875
(31,582)
1,533,870
253,765
(2,179,593)
417,441
(1,370,468)
(260,308)
2,281,741
1,415,459
651,896
488,494
The investment revaluation reserve represents accumulated gains and losses arising from the changes in fair values of available-for-sale financial
assets that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed
of or are determined to be impaired.
2015
RM
2014
RM
5,041,736
2,192,022
3,857,209
1,586,259
1,391,386
450,882
301,533
(1,952,704)
(3,285,563)
(747,710)
3,793,314
5,041,736
119
Minimum
hire-purchase payments
2015
2014
RM
RM
582,175
135,893
545,735
65,463
276,352
62,315
266,403
3,039
2,965
209,834
861,566
198,208
815,103
(11,626)
(46,463)
198,208
815,103
198,208
815,103
(135,893)
(545,735)
62,315
269,368
The Group
2015
RM
2014
RM
2016
207,054
2017
49,799
49,799
2018
4,594
4,594
2019
4,956
4,956
2020
2,966
2,965
62,315
269,368
It is the Groups policy to acquire certain of its property, plant and equipment under hire-purchase arrangements. The terms for hire-purchase of the
Group ranged from 5 years to 9 years (2014: 5 to 9 years). For the financial year ended March 31, 2015, the effective hire-purchase interest rates of the
Group ranged from 4.25% to 7.11% (2014: 4.25% to 7.11%) per annum. Interest rates are fixed at the inception of the hire-purchase arrangements.
The hire-purchase payables of the Group are secured by the assets under hire-purchase and are also guaranteed by certain directors of the Company.
The fair values of the hire-purchase payables of the Group are approximately equal to their carrying amounts.
120
32. Borrowings
The Group
2015
RM
2014
RM
19,302,349
23,482,115
(3,580,621)
(3,379,905)
Non-current portion
15,721,728
20,102,210
Secured :
Term loans
2014
RM
2016
3,435,771
2017
3,678,789
3,531,440
2018
3,782,272
3,631,449
2019
2,483,263
2,496,206
2020
2,596,469
4,954,367
3,180,935
2,052,977
15,721,728
20,102,210
The Groups term loans and other banking facilities with licensed banks amounting to RM55,622,531 (2014: RM54,320,580) are secured by:
i) Fixed legal charge over the leasehold buildings, freehold land, factory buildings, shop-office buildings, capital work-in-progress and leasehold land of
the Group as mentioned in Notes 14 and 15;
ii) Investment properties of the Group in 2014 as disclosed in Note 16;
iii) Fixed deposits placed under lien as disclosed in Note 26; and
iv) A stamped facility agreement of RM25.145 million (2014: RM31.003 million).
Term loans and other banking facilities to the extent of RM17,351,159 (2014: RM20,393,276) are also guaranteed by the Company, the directors of the
Company and the ultimate holding company jointly and severally.
The Group has five (5) term loans:
(a) an eight (8) year term loan of RM8,000,000 (2014: RM8,000,000) which is repayable by 95 monthly instalments of RM98,260 each commencing
January 2013 with a last instalment of RM97,918;
(b) an eight (8) year term loan of RM9,000,000 (2014: RM9,000,000) which is repayable by 95 monthly instalments of RM110,543 each commencing
May 2013 with a last instalment of RM112,920;
(c) a five (5) year term loan of USD1,710,000 (2014: USD1,710,000) which is repayable by 20 quarterly principal instalments of USD95,001 each
commencing November 2013;
(d) a ten (10) year term loan of RM765,000 (2014: RM765,000) which is repayable by 120 monthly instalments of RM7,892 each commencing May
23, 2014; and
(e) a ten (10) year term loan of RM1,349,800 (2014: RM1,349,800) which is repayable by 120 monthly instalments of RM13,924 each commencing
May 23, 2014.
121
Term loans
Trust receipts
2015
%
2014
%
3.11 - 7.51
3.09 - 5.80
3.24
Ringgit Malaysia
United States Dollar
2015
RM
2014
RM
15,080,381
18,517,155
4,221,968
4,964,960
19,302,349
23,482,115
The Company
2015
RM
2014
RM
2015
RM
2014
RM
2,381,956
1,930,393
1,030,898
1,041,088
453,079
290,913
3,740
1,483,977
1,332,001
3,740
3,865,933
3,262,394
3,740
Non-current portion:
Deferred franchise fees
Current portion:
Deferred franchise fees
Others
Total
Deferred franchise fees represent franchise fees received in advance from franchisees. The revenue is recognised in profit or loss on a straight-line basis
over the term of the franchise agreement of 5 years (2014: 5 years).
Others represent income from provision of information technology related services, secondment of staff charges received in advance and foreign workers
training fees received in advance. The revenue income mentioned above are recognised in profit or loss on a straight-line basis over the term of the
agreement of 1 year (2014: 1 year).
122
2014
RM
120,897
120,897
104,268
80,089
16,629
24,179
120,897
104,268
16,629
Cost
At beginning and end of year
Accumulated amortisation
At beginning of year
Amortisation
At end of the year
Net carrying amount
Current
Deferred capital grant related to government grant received for the acquisition of plant and machinery. There were no unfulfilled conditions or
contingencies attached to this grant.
The Company
2015
2014
RM
RM
2015
RM
2014
RM
Trade payables
25,164,579
17,167,315
Other payables
16,681,549
16,374,381
7,407,532
7,746,994
41,846,128
33,541,696
7,407,532
7,746,994
17,667,974
12,063,599
85,650
80,000
4,548,993
4,239,107
89,960
64,063,095
49,844,402
7,583,142
7,826,994
Accrued expenses
Refundable deposits received
Trade and other payables of the Group comprise amounts outstanding for trade purchases and ongoing costs. The terms granted to the Group for trade
purchases ranged from cash to credit period of 90 days (2014: cash to credit period of 90 days). These amounts are non-interest bearing. The Group and
the Company have financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms.
Included in trade and other payables of the Group are related parties balances of RM50,748 (2014: RM250,588).
The amounts owing to other payables of the Group mainly consist of financial liabilities arising from foreign currency forward contracts, dividend
payables, retention sum on the construction of the factory building and amount outstanding arising from purchase of property, plant and equipment.
The amounts owing to other payables are unsecured, interest-free and repayable upon demand. The foreign currency forward contracts have a maturity
within 12 months.
123
The Company
2015
2014
RM
RM
2015
RM
2014
RM
37,444,450
31,629,186
7,407,532
7,746,994
1,609,247
155,895
Euro
1,528,313
747,025
770,423
Singapore Dollar
437,356
337,012
Chinese Renminbi
79,737
510,503
138,677
41,846,128
33,541,696
7,407,532
7,746,994
Ringgit Malaysia
Thai Baht
36. Dividends
The Group and The Company
2015
2014
RM
RM
Final dividend of 3.0 sen per share, single tier for 2014
(2014: 3.0 sen per share, single tier for 2013)
13,408,634
10,889,700
Interim dividend of 3.0 sen per share, single tier for 2015
(2014: 3.0 sen per share, single tier)
13,264,060
13,589,587
26,672,694
24,479,287
A final dividend declared in respect of the financial year ended March 31, 2014 under single tier tax system of 3.0 sen per share, amounting to
RM13,408,634 was paid on October 15, 2014.
An interim dividend in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,264,060 was declared
on February 26, 2015.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM13,264,060 in respect of the current financial year computed based on
the outstanding issued and paid-up capital, excluding treasury shares held by the Company of 11,461,900 ordinary shares of RM1.00 each as at March
31, 2015. This dividend is subject to approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included
as a liability in the financial statements. Upon approval by the shareholders, the dividend payment will be accounted for in equity as an appropriation of
retained earnings during the financial year ending March 31, 2016. The payment date and entitlement date of the final dividend will be determined at a
later date.
124
Loans and
receivables
RM
Available-for-sale
financial assets
RM
Financial
liabilities at fair
value through
profit or loss
RM
55,589,168
55,589,168
3,209,771
3,209,771
90,060,556
44,920,216
134,980,772
1,057,567
1,057,567
27,136,955
27,136,955
1,025,900
63,037,195
64,063,095
6,068,859
6,068,859
Hire-purchase payables
198,208
198,208
Borrowings
19,302,349
19,302,349
42,107,560
42,107,560
1,562,022
1,562,022
99,883,920
56,454,766
156,338,686
1,086,567
1,086,567
10,062,000
10,062,000
49,844,402
49,844,402
6,072,479
6,072,479
Hire-purchase payables
815,103
815,103
Borrowings
23,482,115
23,482,115
Financial
liabilities at
amortised
cost
RM
Total
RM
Financial assets
Financial liabilities
Financial liabilities
125
Loans and
receivables
RM
Available-for-sale
financial assets
RM
Financial
liabilities at
amortised
cost
RM
64,897
64,897
90,128,000
90,128,000
Total
RM
Financial Assets
Trade and other receivables
Amount owing by subsidiaries
40,000
40,000
26,063,392
18,339,842
44,403,234
10,312,054
10,312,054
7,583,142
7,583,142
5,917,755
5,917,755
5,370
5,370
133,841,597
133,841,597
44,000
44,000
19,845,929
15,426,494
35,272,423
10,062,000
10,062,000
7,826,994
7,826,994
5,917,755
5,917,755
126
Equity
2014
RM
2015
RM
2014
RM
SGD
61,175
49,883
125,030
85,903
USD
56,647
88,348
23,762
(103,903)
BAHT
2,023
(3,120)
EUR
(34,387)
RMB
(1,598)
22,232
13,100
22,232
HKD
(688)
381,876
439,236
The above impact are mainly attributable to the exposure on relevant currencies for receivables, bank balances, payables, borrowings and amount owing
by associates of the Group outstanding at the end of the reporting period. In the opinion of the management, the sensitivity analysis is unrepresentative of
the inherent foreign exchange risk as the year end exposure does not reflect the full exposure of the Group during the year.
127
128
The maturity profile for the non-derivative financial assets/liabilities of the Group and of the Company at the end of the reporting date based on the
undiscounted cash flows of the respective financial assets/liabilities representing the earliest date on which the Group and the Company are entitled to
receive/required to pay, is as follows:
The Group 2015
On demand or
within 1 year
RM
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
Other investments
27,136,955
1,057,567
28,194,522
55,589,168
55,589,168
2,885,801
343,408
3,229,209
136,832,329
136,832,329
222,444,253
343,408
1,057,567
223,845,228
63,037,195
63,037,195
6,068,859
6,068,859
144,371
65,463
209,834
4,324,693
16,522,522
672,685
21,519,900
73,575,118
16,587,985
672,685
90,835,788
148,869,135
(16,244,577)
384,882
133,009,440
Other investments
10,062,000
1,086,567
11,148,567
42,107,560
42,107,560
1,562,022
1,562,022
158,034,561
158,034,561
211,766,143
1,086,567
212,852,710
49,844,402
49,844,402
6,072,479
6,072,479
582,175
276,352
3,039
861,566
4,176,078
17,616,353
4,587,079
26,379,510
60,675,134
17,892,705
4,590,118
83,157,957
151,091,009
(17,892,705)
(3,503,551)
129,694,753
129
On demand or
within 1 year
RM
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
10,312,054
10,312,054
64,897
64,897
90,128,000
90,128,000
40,000
40,000
45,139,304
45,139,304
145,684,255
145,684,255
7,583,142
7,583,142
5,917,755
5,917,755
13,500,897
13,500,897
132,183,358
132,183,358
10,062,000
10,062,000
5,370
5,370
133,841,597
133,841,597
44,000
44,000
35,756,663
35,756,663
179,709,630
179,709,630
7,826,994
7,826,994
5,917,755
5,917,755
13,744,749
13,744,749
165,964,881
165,964,881
130
USD
Foreign
currency
Notional
value
(RM)
Fair value
2,550,000
8,418,000
1,025,900
The fair values of foreign currency forward contracts, which are categorised as Level 2 in the fair value hierarchy, are calculated by reference to the
current rates for contracts with similar maturity profiles and is included in other payables of the Group as mentioned Note 35.
Financial instruments carried at amortised cost
The carrying amounts of short-term financial assets and financial liabilities approximate their respective fair values due to the relatively short-term
maturity of these financial instruments.
The fair values of investments on unquoted shares are not established as it cannot be measured reliably without incurring excessive cost. Investment in
unquoted shares is measured at cost. The Group intends to hold the unquoted investment on a long-term basis.
The fair values of hire-purchase payables and borrowings, which are categorised as Level 2 in the fair value hierarchy, have been estimated using
discounted cash flow analysis based on the current borrowing rates for similar types of hire-purchase and borrowings arrangements and approximate
their carrying amounts.
The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to the financial statements.
Cash purchase
Amount owing to other payables
Advance payment for acquisition of property, plant and
equipment in previous year
The Company
2015
2014
RM
RM
2015
RM
2014
RM
11,552,936
17,365,805
154,282
98,594
2,417,396
2,615,680
61,150
10,823
45,360
174,228
14,015,692
20,155,713
215,432
109,417
131
The Company
2015
2014
RM
RM
2015
RM
2014
RM
1,791,482
788,806
63,518,946
69,250,378
26,009,554
19,764,867
24,750,128
29,844,736
53,838
81,062
44,920,216
56,454,766
18,339,842
15,426,494
134,980,772
156,338,686
44,403,234
35,272,423
(776,175)
(788,806)
134,204,597
155,549,880
44,403,234
Fixed deposits
35,272,423
2015
RM
2014
RM
12,243,173
11,197,397
2015
RM
2014
RM
10,424,631
9,798,503
7,592,068
6,671,787
18,016,699
16,470,290
132
2015
RM
2014
RM
5,599,211
368,548
The Company
2015
2014
RM
RM
129,389
204,660
As previously
reported
RM
Reclassification
RM
As restated
RM
382,171,650
8,022,358
390,194,008
11,748,757
(8,022,358)
3,726,399
Other investments
66,516,766
(56,454,766)
10,062,000
99,883,920
56,454,766
156,338,686
1,123,305
1,123,305
(81,426)
59
(81,367)
64,541,924
(5,000,373)
59,541,551
(59,773,804)
45,037,586
(14,736,218)
83,668,022
15,294,189
98,962,211
99,095,114
56,454,766
155,549,880
Other investments
25,693,547
(15,294,189)
10,399,358
86,227,153
15,294,189
101,521,342
As of April 1, 2013
Statement of financial position
Current assets
133
The Company
As previously
reported
RM
Reclassification
RM
As restated
RM
Other investments
25,488,494
(15,426,494)
10,062,000
19,845,929
15,426,494
35,272,423
395,610
395,610
(15,000,000)
5,000,000
(10,000,000)
29,343,928
10,030,884
39,374,812
19,845,929
15,426,494
35,272,423
Other investments
15,047,654
(10,030,884)
5,016,770
29,343,928
10,030,884
39,374,812
As of April 1, 2013
Statement of financial position
Current assets
134
The Company
2015
2014
RM
RM
2015
RM
2014
RM
147,209,565
134,415,997
20,120,599
2,298,506
(1,470,308)
(2,150,198)
(236,875)
(27,228)
96,361
71,262
145,598,743
132,309,833
20,120,599
2,298,506
(30,981,529)
(38,513,700)
114,617,214
93,796,133
20,120,599
2,298,506
The determination of realised and unrealised profits or losses is based on Guidance of Special Matter No. 1 Determination of Realised and Unrealised
Profits or Losses in the Context of Disclosure Pursuant to Bursa Securities Listing Requirements as issued by the Malaysian Institute of Accountants on
December 20, 2010.
This supplementary information have been made solely for complying with the disclosure requirements as stipulated in the directives of Bursa Malaysia
Securities Berhad and is not made for any other purposes.
135
statement by directors
The directors of OLDTOWN BERHAD state that, in their opinion, the accompanying financial statements are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a
true and fair view of the financial position of the Group and of the Company as of March 31, 2015 and of the financial performance and the cash flows of
the Group and of the Company for the year ended on that date.
The supplementary information set out in Note 43, which is not part of the financial statements, is prepared in all material respects, in accordance with
Guidance on Special Matter No. 1 Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.
I, MS. CHAO KAR PO (IC No. 700629-08-5628), the officer primarily responsible for the financial management of OLDTOWN BERHAD, do solemnly and
sincerely declare that the accompanying financial statements are, in my opinion, 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.
MS. CHAO KAR PO
Subscribed and solemnly declared by the abovenamed
MS. CHAO KAR PO at IPOH this 13th day of July, 2015.
Before me,
136
list of properties
owned by oldtown group
No
Title/Location
Description and
Existing Use/
Number of storey
Approximate
Land Area /
Built up Area
(Sq feet)
Tenure
Aproximate
Age of Building
(Years) as at
31.03.2015
Audited Net
Book Value as
at 31.03.2015
(RM)
Date of
Revaluation/
*Date of
Acquisition
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
14 years
135,420
07.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
14 years
139,995
03.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
14 years
150,975
25.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
14 years
197,142
06.12.2012*
Apartment used as
accommodation for
factory staff
Built- up
area : 818
Freehold
14 years
141,825
04.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area: 818
Freehold
14 years
141,825
04.01.2011*
137
list of properties
owned by oldtown group
No
Title/Location
Description and
Existing Use/
Number of storey
Approximate
Land Area /
Built up Area
(Sq feet)
2,399 /
2,400
Leasehold of
60 years,
expiring on
29.03.2052
18 years
221,616
10.02.2009*
2,399 /
2,400
Leasehold of
60 years,
expiring on
29.03.2052
18 years
205,163
04.05.2006*
Land area:
21,466
Leasehold of
99 years,
expiring on
17.04.2093
N/A
362,880
18.08.2006*
Land area:
59,656
Leasehold of
99 years,
expiring on
09.12.2107
N/A
5,996,338
18.05.2010*
10
Tenure
Aproximate
Age of Building
(Years) as at
31.03.2015
Audited Net
Book Value as
at 31.03.2015
(RM)
Date of
Revaluation/
*Date of
Acquisition
11
A double storey
bungalow rented to a
Children Home for
RM1 per month /
2 storeys
5,595 /
4,064
Leasehold of
999 years,
expiring on
28.09.2894
9 years
650,000
31.03.2015
12
4,067 /
11,298
999 years
expiring on
06.10.2896
7 years
4,969,200
21.01.2015*
138
No
Title/Location
Description and
Existing Use/
Number of storey
13
14
15
16
Approximate
Land Area /
Built up Area
(Sq feet)
Tenure
Aproximate
Age of Building
(Years) as at
31.03.2015
Audited Net
Book Value as
at 31.03.2015
(RM)
Date of
Revaluation/
*Date of
Acquisition
2,830 /
8,365
Freehold
6 years
1,822,500
16.12.2014*
1,399 /
4,168
Freehold
6 years
877,500
16.12.2014*
4,767/
12,854
Leasehold of
of 99 years
expiring on
28.03.2106
6 years
4,800,000
Built-up area
: 4,147
Leasehold of
999 years,
expiring on
30.12.2896
1 year
1,578,640
16.12.2014*
21.09.2012*
139
list of properties
owned by oldtown group
No
Title/Location
Description and
Existing Use/
Number of storey
17
18
19
Approximate
Land Area /
Built up Area
(Sq feet)
140
Audited Net
Book Value as
at 31.03.2015
(RM)
Date of
Revaluation/
*Date of
Acquisition
Built-up area:
3,160
Leasehold of
999 years,
expiring on
30.12.2896
1 year
896,064
21.09.2012*
Office,
recreation block
and canteen,
factory,
warehouse /
3 storeys
2 storeys
2 storeys
1 storey
391,923 /
207,549
Leasehold of
99 years
expiring on
01.07.2072
2 years
49,747,071
09.01.2013
10,491 /
9,770
Leasehold of
99 years,
expiring on
04.07.2094
18 years
820,000
31.03.2015
Factory
and office /
1 storeys
10,491 /
7,780
Leasehold of
99 years,
expiring on
04.07.2094
18 years
800,000
31.03.2015
Tenure
Aproximate
Age of Building
(Years) as at
31.03.2015
No
Title/Location
Description and
Existing Use/
Number of storey
21
Approximate
Land Area /
Built up Area
(Sq feet)
Tenure
Aproximate
Age of Building
(Years) as at
31.03.2015
Audited Net
Book Value as
at 31.03.2015
(RM)
Date of
Revaluation/
*Date of
Acquisition
10,168 /
40,507
Leasehold of
99 years,
expiring on
27.04.2088
23 years
1,224,819
27.07.2005*
Used as staff
accommodation /
2 storeys
2,830 /
2,482
Leasehold of
99 years,
expiring on
22.05.2089
3 years
246,567
28.06.2012*
Used as staff
accommodation /
2 storeys
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
3 years
191,811
16.01.2012*
Used as staff
accommodation /
2 storeys
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
3 years
191,811
16.01.2012*
Used as staff
accommodation /
2 storeys
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
3 years
191,811
16.01.2012*
Built up area:
600
Freehold
18 years
750,000
31.03.2015
23
24
25
26
Note: The conversion from sq m to sq ft is calculated as 1 sq m x 10.76 sq ft unless the land area is stated as sq ft in the land title
141
analysis of shareholdings
as at 10 July 2015
Share Capital
Authorised Share Capital
RM500,000,000
Class of Shares
Voting rights
Analysis Of Shareholdings
Size of Shareholdings
No of
Shareholders
No of
Shares of OTB
% of Issued
Share Capital*
166
3.76
7,227
0.00
100 to 1,000
567
12.85
350,495
0.08
2,789
63.19
11,788,880
2.67
10,001 to 100,000
760
17.22
21,031,404
4.76
100,001 to 22,106,716
(less than 5% of the issued share capital)
130
2.94
185,412,345
41.93
0.04
223,543,991
50.56
4,414
100.00
442,134,342
100.00
1,001 to 10,000
142
Substantial Shareholders
As per the Register of Substantial Shareholders
Name
Direct Interest
No of
% of Issued
Shares Held
Share Capital*
Indirect Interest
No of
% of Issued
Shares Held
Share Capital*
197,258,500
44.62
6,250,000
1.41
197,258,500 (1)
44.62
375,000
0.08
197,258,500 (1)
44.62
197,296,000 (2)
44.62
46,807,600
10.59
45,072,450
10.19
Direct Interest
No of
% of Issued
Shares Held
Share Capital*
Indirect Interest
No of
% of Issued
Shares Held
Share Capital*
25,000
0.01
6,250,000
1.41
197,258,500 (1)
44.62
125,000
0.03
375,000
0.08
197,258,500 (1)
44.62
465,937
0.11
Notes:(1) Deemed interested by virtue of his shareholdings in Old Town International Sdn Bhd, pursuant to Section 6A of the Companies Act, 1965
(2) Deemed interested by virtue of his shareholdings in Old Town International Sdn Bhd, Conneczone Puchong Sdn Bhd and Carefree Avenue Sdn Bhd pursuant to
Section 6A of the Companies Act, 1965
* Calculated based on 442,134,342 shares with voting rights, which does not include 11,462,900 treasury shares
143
analysis of shareholdings
as at 10 July 2015
NAME
No of
Shares Held
% of Issued
Share Capital*
189,886,000
42.95
33,657,991
7.61
17,064,050
3.86
14,555,559
3.29
13,431,825
3.04
13,228,175
2.99
10,000,000
2.26
9,095,100
2.06
7,714,200
1.74
10
7,372,500
1.67
11
6,500,000
1.47
12
6,374,500
1.44
13
6,250,000
1.41
14
5,959,800
1.35
15
5,150,375
1.16
144
No
NAME
No of
Shares Held
% of Issued
Share Capital*
16
4,500,000
1.02
17
2,422,600
0.55
18
2,373,202
0.54
19
2,212,150
0.50
20
2,154,900
0.49
21
2,126,875
0.48
22
2,119,200
0.48
23
1,885,125
0.43
24
1,842,500
0.42
25
1,837,300
0.42
26
1,680,000
0.38
27
1,450,350
0.33
28
1,439,400
0.33
29
1,350,000
0.31
30
1,324,500
0.30
376,958,177
85.28
Total
145
Agenda
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 March
2015 together with the Reports of the Directors and Independent Auditors thereon.
2. To approve the payment of a final dividend of 3 sen per share under the single-tier
system in respect of the financial year ended 31 March 2015.
Ordinary Resolution 1
3. To approve the payment of Directors fees of RM178,500 for the financial year
ended 31 March 2015.
Ordinary Resolution 2
4. To re-elect the following Directors who retire pursuant to Article 84 of the Companys
Articles of Association:
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
As Special Business:
To consider and if thought fit, to pass the following resolutions:6. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF
THE COMPANIES ACT, 1965
THAT subject always to the Companies Act, 1965 (the Act), the Articles of
Association of the Company and the approvals of the relevant governmental/
regulatory authorities, the Directors be and are hereby empowered pursuant to
Section 132D of the Act, to allot and issue shares in the capital of the Company from
time to time at such price, upon such terms and conditions, for such purposes and
to such person or persons whomsoever the Directors may in their absolute discretion
deem fit provided that the aggregate number of shares to be issued pursuant to this
Resolution does not exceed ten percent (10%) of the total issued share capital of
the Company for the time being, AND THAT the Directors be and are hereby also
empowered to obtain the approval for the listing of and quotation for the additional
shares so issued on Bursa Malaysia Securities Berhad (Bursa Securities) AND
THAT such authority shall continue to be in force until the conclusion of the next
AGM of the Company.
146
Ordinary Resolution 7
Ordinary Resolution 8
AND THAT the Directors of the Company be authorised to complete and do all such
acts and things as they may consider expedient or necessary (including executing all
such documents as may be required) to give effect to the RRPT contemplated and/
or authorised by this resolution.
147
148
Ordinary Resolution 9
NOTES:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than two (2) proxies to attend and vote in his/her stead
at the same meeting. A proxy may but need not be a member of the Company and Section 149(1)(a) and (b) of the Act shall not apply to the Company.
2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholdings
to be represented by each proxy. Each proxy appointed, shall represent a minimum of 100 shares held by the member.
3. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (SICDA), it may
appoint at least one (1) proxy 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. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from
compliance with the provisions of subsection 25A(1) of SICDA.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is
a corporation, either under its common seal or under the hand of its attorney duly authorised.
6. The instrument appointing a proxy shall be deposited at the Share Registrar of the Company at Level 17, The Gardens North Tower, Mid Valley
City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or at any
adjournment thereof.
7. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository
Sdn. Bhd., in accordance with Article 60(c) of the Companys Articles of Association and Section 34(1) of the SICDA to issue a General Meeting Record
of Depositors as at 2 September 2015. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint proxies to
attend and/or vote in his/her stead.
EXPLANATORY NOTES
1. Item 1 of the Agenda - The Audited Financial Statements for the financial year ended 31 March 2015 and the Reports of the Directors and
Independent Auditors thereon
This agenda item is meant for discussion only, as the provision of Section 169(1) of the Act does not require a formal approval of the shareholders for
the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
2. Ordinary Resolution 7 - Authority to Allot and Issue Shares pursuant to Section 132D of the Act
The proposed Ordinary Resolution 7 is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. The
Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the Seventh AGM, to allot and issue new shares of the
Company up to an amount not exceeding in total ten percent (10%) of the issued share capital of the Company for the time being for such purposes
as the Directors consider would be in the best interest of the Company. This authority, unless earlier revoked or varied by the Company at a general
meeting, will expire at the next AGM of the Company.
The authority to issue shares pursuant to Section 132D of the Act will provide flexibility and expediency to the Company for any possible fund raising
activities involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving
equity deals or part equity or to fund future investment project(s) or for working capital requirements, which the Directors of the Company consider to
be in the best interest of the Company. The approval is sought to avoid any delay and cost in convening a general meeting to approve such issuance
of shares.
On 15 July 2015, Alliance Investment Bank Berhad on behalf of the Board of Directors of the Company, announced that the Company had on
14 July 2015 entered into a conditional Share Sale Agreement with Chan Koon Hung, Nelson, Law Cho Hong and Lee Siu Chung to acquire the
remaining 30.0% equity interest in Advance City Limited for a total purchase consideration of RM15,523,394 (Purchase Consideration) (Proposed
Acquisition). The Purchase Consideration has been fully satisfied via the allotment and issuance of 9,641,859 new ordinary shares of RM1.00 each
in the Company at an issue price of RM1.61 per share on 6 August 2015 in accordance with the general mandate pursuant to Section 132D of the
Act obtained from the shareholders of the Company at its Sixth AGM convened on 10 September 2014. The Proposed Acquisition was completed on
10 August 2015.
149
The proposed Ordinary Resolution 8, if passed, will provide the Company and/or its subsidiaries a mandate to enter into RRPT of a revenue or trading
nature with the Related Parties in compliance with the Main Market Listing Requirements of Bursa Securities. The mandate, unless revoked or varied
by the Company at a general meeting, will expire at the next AGM of the Company.
Detailed information of the Proposed RRPT Mandates is set out in Appendix II and Appendix III of the Circular to Shareholders dated 19 August 2015
circulated together with this Annual Report.
The proposed Ordinary Resolution 9, if passed, will give the Directors of the Company the authority to purchase the Companys own shares up to an
amount not exceeding in total ten per cent (10%) of its issued and paid-up share capital at any point in time upon such terms and conditions as the
Directors may deem fit in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the
next AGM of the Company.
Further information on the Proposed SBB Renewal is set out in Section 3 of the Circular to Shareholders dated 19 August 2015 circulated together with
this Annual Report.
150
PROXY FORM
of
(Address)
of
(Address)
or failing him/her,
NRIC No.
of
(Address)
or failing him/her, *the Chairman of the meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Seventh (7th) Annual General
Meeting of the Company, to be held at Ballroom 2, 3 & 4, Level 6, Weil Hotel, 292, Jalan Sultan Idris Shah, 30000 Ipoh, Perak Darul Ridzuan on
Thursday, 10 September 2015, at 10.30 a.m. and, at any adjournment thereof.
*My/Our proxy is to vote as indicated below:
RESOLUTIONS
FOR
AGAINST
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
Ordinary Resolution 7
Ordinary Resolution 8
Ordinary Resolution 9
Please indicate with an X in the spaces provided above how you wish your vote
to be casted. If no specific direction as to the voting is given, the proxy will vote
or abstain from voting at his/her discretion.
( * Strike out whichever is not desired)
Signed this
day of
No. of shares
Total shares held
Percentage
100%
Proxy 1
2015
Proxy 2
NOTES:
Affix RM0.80
Stamp
153
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Oldtown
Berhad
annual
report
2015(797771-M). All Rights Reserved.
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