Professional Documents
Culture Documents
(797771-M)
ANNUAL
REPORT
2 0 1 4
Contents
Our Legacy
Vision & Mission Statement
4 Group Structure
27 Corporate Responsibility
29 Corporate Governance
Statement
5 Corporate Information
6 Board of Directors
22 Financial Highlights
23
Sustainability &
Corporate Responsibility
List of Properties
Owned by Oldtown Group
140
Analysis of Shareholdings
143
Proxy Form
Our Legacy
(Incorporated in Malaysia)
Vision
To be Asia Pacifics Leading White Coffee Brand
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.
Business Overview
The business activities of Oldtown Group can be divided into three
broad categories as follows:
Operation of Cafe Chain
Own Cafe Outlets*
Franchised Outlets
Food Processing
Manufacturing of coffee and other beverages
Instant Coffee Mix
Roasted Coffee Powder
Instant Milk Tea Mix
Instant Chocolate
Marketing and sales of coffee and other beverages
Instant Coffee Mix
Roasted Coffee Powder
Instant Milk Tea Mix
Instant Chocolate
Ready-to-drink coffee
*Own cafe outlets include those that are fully and partially owned.
Group
tructure
S
as at 31 March 2014
OldTown
Berhad
100%White Cafe Sdn Bhd
100%Gongga Food Sdn Bhd
100%White Cafe Marketing Sdn Bhd
100%Emperors Kitchen Sdn Bhd
100%Dynasty Confectionery Sdn Bhd
100%Esquire Chef Sdn Bhd
100%Kopitiam Asia Pacific Sdn Bhd
Corporate
Information
Board of Directors
Datuk Dr. Ahmed Tasir
Bin Lope Pihie
Independent Non-Executive
Director
Independent Non-Executive
Chairman
Executive Director
Independent Non-Executive
Director
Independent Non-Executive
Director
Audit Committee
Remuneration Committee
Nomination Committee
Chairman
Chairman
Executive Director
Board Committees
Chairman
Company Secretaries
Head Office
Principal Bankers
Registered Office
Website
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 (Formerly Known As
Deloitte KassimChan) (AF0080)
Chartered Accountants
No. 87, Jalan Sultan Abdul Jalil
30450 Ipoh, Perak Darul Ridzuan
Tel: (605) 253 1358
Fax: (605) 253 0090
Board of
Directors
08
06
04
03
01
02
05
07
3. Conviction of Offences
None of the Directors has been convicted of any offence within the past 10
years other than possible traffic offences.
(ii) Mr Lee Siew Heng is the brother of Mr Lee Siew Ming, a deemed substantial
shareholder of Oldtown Berhad.
4. Directors Shareholdings
Save as disclosed herein, none of the Directors has any family relationship
with any Director and/or major shareholder of Oldtown Group.
The details of Directors interest in securities of the Company are set out in
the Analysis of Shareholdings on page 140 of this Annual Report.
2. Conflict of Interest
The details of attendance of Directors at the Board Meetings are set out in
the Corporate Governance Statement on page 29.
09
Board of
Directors
Profile
Board of
Directors
Profile
Chairmans
Statement
(Incorporated in Malaysia)
Dear Shareholders,
10
11
Chairmans
Statement
(Incorporated in Malaysia)
Sustainable Earnings
The Group registered a net profit attributable to owners of the
Company of RM48.938 million in FY2014 against the net profit
attributable to owners of the Company of RM55.527 million
in FP2013 (15-month period ended 31st March 2013), which
translated into an earnings per share of RM0.11 for FY2014 (an
average of 2.75 sen per quarter) against FP2013 earnings per
share of RM0.13 (an average of 2.60 sen per quarter), based on
an enlarged share capital base of 453.597 million ordinary shares
at RM1.00 each after adjusting for a 1-for-4 bonus issue exercise
which was completed on 28 January 2014.
12
13
Acknowledgement
On behalf of the Board, I would like to thank and express my sincere
appreciation to our valued 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 and dedication.
The Board would also like to take this opportunity to extend a warm
welcome to Dato Wong Guang Seng as an Independent NonExecutive Director of the Company. Dato Wong is a professional
accountant by training and has served Deloitte Malaysia (Deloitte)
for over 40 years, holding various positions including Head of Clients
and Markets as well as Exco Member of the firm. His extensive
experience will benefit the Group in the future as Dato Wong will
bring to the Board his valuable wealth of knowledge and expertise
gathered from his career in a wide spectrum of business activities.
Group Managing
Directors Review
of Operations
14
15
Group Managing
Directors Review
of Operations
16
and third-tier cities and townships present vast opportunities for the
Group to reach a wider scope and range of customers.
Since the introduction of our first Generic Outlet back in 2005, we
have progressed upscale to create Signature Outlets in 2008 and
Basic Kiosk Outlets in 2012. The evolution and innovation continued,
with the roll-out of our first Grand Outlet in 2013.
Our Groups main objective was always to provide our customers
with superior quality service and in-store experience. This means that
we put the customer at the centre of our activity, and consequently,
all our decisions and actions take into consideration the needs of our
customers. As a result, we introduced Generic, Basic, Signature and
Grand outlet concepts to position OLDTOWN caf outlets to become
the favourite destinations for comprehensive customers experience
where all Malaysians can get together regardless of their social
status, disposable income and purchasing power.
We offer our customers a wide range of products through our well
thought-out and customer-friendly menus for breakfast, lunch, tea,
dinner and supper time for each outlet concept, making it easy for
each of them to make the right choice when it comes to ordering.
To complement the in-store experience, our outlets also provide
customers with free access to wireless internet.
17
Group Managing
Directors Review
of Operations
18
19
Caf Chain
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.
Besides strengthening our position as one of the largest Asian caf
chain operators and beverages manufacturer that specialises in
coffee-related products, we will also relentlessly focus on innovation
and improvement of our existing caf chain operations in Malaysia,
Singapore, Indonesia and China.
We are making some modifications to our food and beverage items,
as well as in the set-up of our outlets to suit the individual market
consumers tastes profile and local needs. Essentially, we need to
customise our operations to local requirements and expectations,
at the same time establishing a differential advantage and then
sustaining it.
Group Managing
Directors Review
of Operations
Towards this end, we need to put our customers at the centre of all
our decision-making activities. The market can follow new trends in
the future, but in order to succeed, we need to adopt a customeroriented approach. Our primary objective is to be the leading Asian
caf chain operator in each of our target markets by providing each
customer a unique dining experience. Superior customer service is
aimed at building a high degree of customer loyalty.
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, and followed by Indonesia and China
in 2011. Nonetheless, we are actively exploring opportunities in
other countries within the Asian region to be consistent with our
international market expansion plans while strengthening our market
position within each individual existing market that we presently
operate in.
The Group plans to open more outlets in Malaysia in FY2015.
Realising most of the second- and third-tier cities and townships
will present vast opportunity for the Group to reach a wider range of
customers; we are aiming to penetrate into the suburban and rural
markets over the next few years.
20
Manufacturing of Beverages
As a successful brand owner, brands and innovations are the focus
of our business model, and our white coffee products are well placed
21
Financial
Highlights
(Incorporated in Malaysia)
2014
Revenue (RM000)
500,000
80,000
422,054
400,000
382,172
74,947
66,368
70,000
60,000
285,424
300,000
200,000
Profit Attributable to
Owners of the Company (RM000)
51,954
50,000
255,133
40,000
193,666
40,160
43,379
2009p*
2010p*
30,000
20,000
100,000
10,000
0
2009p*
2010p*
2011
2013a^
2014
48,938
30,000
30,231
10.79
8.86
8.00
31,700
20,000
6.66
6.99
4.00
10,000
2.00
2009p*
2010p*
2011
2013a^
2014
2009p*
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.
# : The above 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 years from 2009 to 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 and 2014 respectively (computed based on
weighted average number of shares).
22
2014
12.24
12.00
6.00
2013a^
10.00
40,177
40,000
2011
14.00
55,527
50,000
2014
Sustainability
& 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.
(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.
The establishment of Oldtown EARTHCARE which inculcate
environmentally intelligent practices with a variety of green
initiatives, activities and awareness programs.
The implementation of ongoing product wastage elimination
program and packaging design optimisation.
The proper utilisation of reusable resources and recyclable
materials.
The practice of 3Rs (Reduce, Reuse and Recycle) at the
workplace.
The participation in Earth Hour Campaign.
The support of green environment and Eco-friendliness concept
through Plant a Tree Campaign.
The Group through Oldtown EARTHCARE takes a proactive approach
to promote an environmentally-conscious culture in the workplace.
Oldtown EARTHCARE sends out Oldtown Green Alert to all
employees periodically to introduce various green initiatives and
measures on the responsible use of resources to reduce, reuse and
recycle materials wherever possible. It provides tips for resource-
23
Green Building
To support the Groups commitment to GREEN, the Groups new
integrated industrial complex located at Ipoh, Perak which comprise
a 212 storey factory building, 1 storey warehouse, 2 storey canteen
cum Recreation Centre and 3 storey administration building was
constructed based on GREEN BUILDING concept by adopting green
building design and requirements.
The design and layout of the building includes green features to
minimise environmental impact such as:
Energy Efficiency
- Usage of LED bulbs with low energy consumption, motion sensor
lightings and electrical sub-metering to gauge the usage of
individual blocks electricity consumption.
- Installations of double glazed windows and thermal roof
insulation materials to reduce heat builtup and minimise airconditioning load.
- Limited parking capacity with parking priority for hybrid vehicles
and encourage carpooling.
- Convenient location with easy access to public transportation to
mitigate carbon emissions to the atmosphere.
Sustainability
& Corporate
Responsibility
Water Efficiency
- Installation of Rainwater Harvesting System to collect rainwater for
toilet flushing and plant irrigation.
- Insertion of Digital Flow Meters for effective pipeline leak detection.
- Usage of sensor taps to enhance water conservation.
Materials Efficiency
5
1. Design of Admin Block with
calculated sun screeding angles to
allow natural daylighting but at same
time reducing glare.
2. Parking Priority for Employees with
Hybrid Cars and employees who
practices carpool.
3. Centralized Air Conditioning Unit with
Invertor technology. Air conditioning
system equipped with zonal
temperature and humidity control to
balance electricity consumption and
comfort of employees.
24
(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:
(C) Community
25
Sustainability
& Corporate
Responsibility
(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
26
Corporate
Responsibility
27
Corporate
Responsibility
11
Earthcare
Oldtown Carnival of the Green 2013
Landscaping & Tree Planting Campaign
Earth Hour Campaign 2014
Contributions Of Trees and
Recycle Bins To Schools
10
13
12
14
15
16
17
18
19
20
(Incorporated in Malaysia)
(Incorporated in Malaysia)
29
d. Succession Planning
The Board recognizes 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.
29
Corporate
Governance
Statement
30
iii) To recommend to the Board, candidates to fill the seats on the Board
Committees.
Name
Designation
Directorship
Attendance
(1 April 2013 to
31 March 2014)
Independent
Non-Executive
Director
3/3
Independent
Non-Executive
Director
2/3
Member
Independent
Non-Executive
Director
3/3
Dato
New
Wong Guang Seng, Member
(Appointed on
1 April 2014)
Independent
Non-Executive
Director
Not
applicable
Member
iv) To assist the Board in its annual review of the required mix of skills
and experience and other qualities including core competencies
which Non-Executive Directors should bring to the Board and
to assess the effectiveness of the Board as a whole, the Board
Committees and the individual director on an annual basis.
The Board has not nominated a Senior Independent Non-Executive
Director to whom concerns may be conveyed as the Board will shoulder
this responsibility collectively. Pursuant to the recommendation of the
MCCG 2012, the Nomination Committee should be chaired by a Senior
Independent Director identified by the Board. The Board is of the opinion
that the Independent Non-Executive Chairman of the Board is suitable to
act as Chairman of the Nomination Committee in view of his experience,
background and commitment.
Appointment of Directors
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.
31
Re-election of Directors
The Articles of Association (Articles) of the Company provides that onethird (1/3) of the Directors are subject to retirement by rotation at the
Annual General Meeting (AGM) at least once in every three (3) years
and all retiring Directors shall be eligible for re-election.
The Articles of the Company further provides that all Directors who are
appointed during the financial year are subject to retirement and reelection by the shareholders at the AGM following their appointment.
Directors over seventy (70) years of age are required to submit
themselves for re-appointment annually in accordance with Section
129(6) of the Companies Act, 1965.
Corporate
Governance
Statement
Chairman
Independent
Non-Executive
Director
3/3
Independent
Non-Executive
Director
3/3
Member
Group
Managing
Director
3/3
Member
Independent
Non-Executive
Director
2/3
Independent
Non-Executive
Director
Not
applicable
Dato
Member
Wong Guang Seng,
(Appointed on
1 April 2014)
Executive
Director
Where boardroom diversity is concerned, the Board does not adopt any
formal gender diversity policy in the selection of new Board candidates and
does not have a specific policy on setting targets for female candidates.
The Group will continue to identify suitable candidates for appointment
to the Board as and when vacancies arise. Such candidates will be
considered based on merit and competence and what the chosen
candidate can bring to further strengthen the Board.
The evaluation of the suitability of candidates as Board members is solely
based on the candidates competency, character, time commitment,
knowledge and experience in meeting the needs of the Group.
Name
Attendance
(1 April 2013 to
31 March 2014)
Designation
Annual Assessment
The Nomination Committee shall conduct evaluation on an annual basis:
Member
Remuneration Committee
The Remuneration Committee comprises four (4) Independent NonExecutive Directors and two (2) Executive Directors. The Committee met
three (3) times during the financial year under review and the attendance
record is as follows:
3/3
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.
32
Directors Remuneration
The Company aims to set the levels of remuneration in such a way that it
supports the strategies and long-term vision of the Company as well as
provides adequate motivational incentive for directors to pursue the longterm growth and success of the Company. The levels of remuneration
should be sufficient to attract and retain the directors needed to run the
Company 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-in-kind.
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 2014 is categorised into the following
components:
Executive
Directors
Non-Executive
Directors
Salaries &
Other
Emoluments
(RM000)
Bonus
(RM000)
Fees
(RM000)
Benefitsin-kind
(RM000)
Total
(RM000)
1,481
1,383
105
95
3,064
63
153
24
240
33
RM 50,001 RM 100,000
RM 250,001 RM 300,000
RM 550,001 RM 600,000
RM 850,001 RM 900,000
RM1,000,001 RM1,050,000
Corporate
Governance
Statement
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. The Directors are required to submit an
update on their other directorships annually.
During the financial year ended 31 March 2014, 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
Attendance
(1 April 2013 to 31 March 2014)
5/5
5/5
4/5
5/5
2/5
5/5
5/5
5/5
5/5
The Executive Directors take on the primary responsibility of the day-today running of the Groups business as well as implementing the policies
and decisions of the Board.
The Independent Non-Executive Directors act independently of
management and do not participate in any business dealings and are not
involved in any other relationship with the Group that may impair their
independent judgment and decision-making. They provide a broader
view and independent assessment to the Boards decision making
process by acting as an effective check and balance.
Together, with their diverse backgrounds, professional experience and
wide range of skills, the Board can effectively manage and run the
Groups operations.
34
Not applicable
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. During the financial year ended 31 March 2014, seminars
and training courses attended by the Directors are as follows:
Clarence DSilva
A/L Leon DSilva
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 Companies Act, 1965 (the Act)
and applicable approved accounting standards.
The 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.
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.
35
The Directors are required, pursuant to Section 169 of the Act, to draw
up financial statements for each financial year that gives a true and fair
view of the state of affairs of the Company and the Group as at the end
of the financial year and of the results and cash flow for the financial
year. In addition, the Directors have the overall responsibility for taking
such steps as are reasonably available to them to safeguard the assets
of the Group and to prevent fraud and other irregularities. In preparing
the financial statements for the financial year ended 31 March 2014, the
Directors have:(i) adopted appropriate accounting policies and applied them
consistently;
(ii) made reasonable and prudent judgments and estimates;
(iii) ensured that the applicable approved Malaysian Financial Reporting
Standards in Malaysia and the provisions of the Act are complied
with; and
(iv) prepared financial statements on a going concern basis, having made
enquiries that the Company and the Group have adequate resources
to continue operations in the foreseeable future.
The Statement of Directors pursuant to the Act is set out on Page 134 in
this Annual Report.
Corporate
Governance
Statement
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 Corporate Governance Statement is made in accordance with the
resolution of the Board of Directors dated 23 July 2014.
(Incorporated in Malaysia)
(Incorporated in Malaysia)
Audit
Committee
Report
Chairman
Mark Wing Kong, Independent Non-Executive Director
1. Composition
(iv) In the event of any vacancy in the Audit Committee resulting in the
number of members being reduced to below three (3), the Board shall
within three (3) months appoint such number of new members as may
be required to make up the minimum number of three (3) members.
2. Attendance
(vi) The term of office and performance of the Audit Committee and each
of its members shall be reviewed by the Board at least once every
three (3) years.
Members
Datuk Dr. Ahmed Tasir Bin Lope Pihie, Independent Non-Executive Director
The Audit Committee of the Company held five (5) meetings during
the financial year ended 31 March 2014 and details of attendance of
members of the Audit Committee are as follows:-
Name of Members
Attendance
(1 April 2013 to 31 March 2014)
4/5
5/5
5/5
C. Authority
(i) The Audit Committee is fully authorized by the Board to independently
investigate without interference from any party on any activity within
its terms of reference. It shall have:(a) full and unrestricted access to any information pertaining to the
Company and its subsidiary companies;
(b) direct communication channels with both the external Auditors and
internal Auditors;
(c) the resources which are required to perform its duties; and
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, internal
Auditors or both, excluding the attendance of the other directors and
employees of the Company, wherever deemed necessary.
(ii) The Audit Committee is also authorized by the Board to obtain external
or independent professional advice and may invite outsiders with
relevant experience to attend their meetings, if necessary.
(i) The Committee shall be appointed by the Board from amongst its
number and shall consist of not less than three (3) members, all of
whom must be non-executive directors, with a majority of them being
independent directors.
(i) Meetings shall be held not less than four (4) times in a financial
year, although additional meetings may be called at any time by the
Chairman upon the request of any committee members, the external
or the internal Auditors or at the Chairmans discretion.
(ii) The Chairman of the Audit Committee shall be elected among the
members of the Audit Committee and shall be an independent
director.
(ii) The quorum shall consist of not less than two (2) members; the
majority of the members present must be independent directors. In the
absence of the Chairman, the members present shall elect a Chairman
for the meeting from amongst the members present.
(iii) The Board shall at all times ensure that at least one (1) member of
the Audit Committee:
(a) must be a member of the Malaysian Institute of Accountants; or
(b) if he is not a member of the Malaysian Institute of Accountants,
he must have at least three (3) years working experience and:
37
(iii) The Secretary to the Committee shall, but need not, be the Company
Secretary.
(iv) The Audit Committee may, as and when deemed necessary, invite
other Board members, senior management personnel, a representative
of the external Auditors and external independent professional advisers
to attend the meetings.
Audit
Committee
Report
(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.
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
(c) To review the performance of the internal audit function including the
appointment and termination of senior staff members of the internal
audit function.
C. External Audit
(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 2014;
38
(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
(i) Reviewed and recommended to the Board, dividends to be declared
to the shareholders of the Company;
(ii) Reviewed the Circular to Shareholders in relation to the Proposed
Renewal of Shareholders Mandate for Recurrent Related Party
Transactions and Proposed New Shareholders Mandate for
Recurrent Related Party Transactions;
(iii) Reviewed the Audit Committee Report and Statement on Risk
Management and Internal Control prior to submission of the same to
the Board for consideration and inclusion in the Annual Report of the
Company; and
(iv) Reported to the Board on significant issues and concerns discussed
during the Committees meetings together with applicable
recommendations. Minutes of the Committees meetings were tabled,
discussed and noted by the Board.
39
Statement
On Risk
Management &
Internal Control
Introduction
The Malaysian Code on Corporate Governance requires listed companies
to maintain a sound system of risk management and internal control to
safeguard shareholders investment and the Groups assets. Pursuant to
Paragraph 15.26 (b) of the Main Market Listing Requirements (MMLR)
of Bursa Malaysia Securities Berhad (Bursa Securities), the Board
of Directors (the Board) of Oldtown Berhad is pleased to present the
following Statement on Risk Management and Internal Control. This
Statement outlines the nature and scope of risk management and
internal control of the Group and covers all of the Groups operations
except for associate companies.
and incorporate any new risk factor, review the risk profiles, ratings
and update the management action plans;
The RMC will review the updated Risk Register and evaluate the
effectiveness of actions 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.
Boards Responsibility
Managements Responsibility
Management is responsible for implementing the control systems and
processes to identify, evaluate, monitor and report on risks identified and
action steps taken to mitigate and/or minimize the risks.
40
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.
During the financial year ended 31 March 2014, the outsourced external
consultants carried out audits in accordance with the risk-based internal
audit plan approved by the Audit Committee.
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.
41
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 systems of risk management
and internal controls are adequate to safeguard shareholders
investments and the Groups assets. The process as outlined in this
Statement for identifying, evaluating and managing risks has been in
place for the year under review and up to the date of approval of this
Statement.
This Statement is made in accordance with the resolution of the Board
dated 23 July 2014.
Additional
Compliance
Information
1. Utilisation of Proceeds
Purpose
Proposed
Utilisation
(RM000)
Actual
Utilization
(RM000)
Intended
Timeframe for
Utilisation
Balance /
Deviation
(RM000)
44,695
39,890
within
24 months
4,805*
19,155
19,155
within
12 months
500
504
within
1 month
(4)
Working capital
Estimated expenses
64,350
The Company did not sponsor any depository receipt programme during
the financial year under review.
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 2014.
6. Non-Audit Fees
The amount of non-audit fees incurred for services rendered to the
Group for the financial year ended 31 March 2014 by the Companys
external auditors and their affiliates amounted to RM218,773.
59,549
7. Variation in Results
2. Share Buy-Backs
8. Profit Guarantees
The Company did not give any profit guarantee during the financial year
under review.
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)
July
2013
10,000
2.83
2.90
2.87
28,744
November
2013
401,000
2.40
2.59
2.44
978,409
December
2013
200,000
2.38
2.39
2.40
479,355
Total
611,000
Month
1,486,508
42
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 2014 or, if not then subsisting, entered into since the end of the
previous financial year.
Name of Company
Value of
Transaction
for FY2014 (RM)
250,800
Lim Ah Fah
871,415
432,000
19,800
59,400
Lee Siew Kong, Lee Teck Wai and Lee Siew Heng^,
Lee Siew Ming#
171,600
60,000
21,200
13,060
16,949
25,708
440,289
7,119
13,181
18,772
2,800
2,454
771,094
Lim Ah Fah
16,998
8,008
5,236
19,024
19,353
14,939
492,000
24,880
Lee Siew Heng^, Chin Lai Yoong and Lee Siew Ming#
18,900
144,581
Lim Ah Fah
43
Additional
Compliance
Information
(Incorporated in Malaysia)
Name of Company
Value of
Transaction
for FY2014 (RM)
664,364
613,830
566,686
523,905
455,870
388,659
708,384
860,730
633,429
305,003
591,239
388,687
712,249
817,734
445,024
237,343
205,289
7,223,438
2,517,730
Lim Ah Fah
657,279
431,393
661,992
611,145
466,274
254,117
421,911
505,785
646,345
271,230
803,921
367,590
218,804
524,806
248,583
394,770
662,957
295,363
111,656
60,000
156,000
34,062
44
Name of Company
45
Value of
Transaction
for FY2014 (RM)
10,722
5,209
481,269
72,897
6,362
16,234
5,755
6,680
9,027
637,863
13,841
419,276
543,948
8,893
927,128
Lim Ah Fah
7,152
11,131
17,330
10,020
110,898
19,770
5,622
25,847
5,089
238,994
7,792
4,777
13,241
9,317
44,161
9,225
15,923
36,013
46,014
19,678
51,876
58,830
62,297
45,298
47,344
Lim Ah Fah
Additional
Compliance
Information
(Incorporated in Malaysia)
Name of Company
Value of
Transaction
for FY2014 (RM)
47,311
34,949
73,353
66,793
56,785
23,817
55,103
35,875
60,349
72,335
38,316
11,382
18,385
894,479
Lim Ah Fah
62,946
38,848
40,374
40,874
53,746
73,010
31,073
18,720
44,768
77,661
40,295
23,257
56,979
27,313
22,010
60,021
76,690
32,797
86,460
98,050
103,828
75,496
78,906
78,852
58,248
122,254
111,321
94,642
39,695
Lim Ah Fah
46
Name of Company
Value of
Transaction
for FY2014 (RM)
91,838
Lim Ah Fah
59,791
100,582
120,559
63,861
17,216
30,642
104,910
64,746
67,289
68,123
89,577
85,916
121,683
51,788
31,200
74,613
129,435
67,158
34,885
94,965
45,522
36,684
1,730,798
Lim Ah Fah
Details of relationships
Azmah Binti Abdul Aziz
Ahmed Razif bin Ahmed Tasir
Chin Lai Cheng @ Angeline
Chin Lai Yoong
Koo Yai Peng
Lee Siew Heng ^
Lee Siew Kong
Lee Siew Fong
Lee Siew Ming#
Lee Teck Wai
Lim Ah Fah
Lim Khim Lan
Nurul Asyiqin Motimbin bt Abdullah
^ Our Director and Major Shareholder.
* Our Director and shareholder.
# Our Major Shareholder.
47
:
: Spouse of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
: Son of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
: Spouse of Lee Siew Heng^ and sister-in-law of Lee Siew Ming#.
: Spouse of Lee Siew Ming# and sister-in-law of Lee Siew Heng^. She ceased to be a Director and major shareholder of
Oldtown Berhad with effect from (wef) 26/9/2013 & 21/11/2013 respectively.
: Spouse of Lee Siew Fong and brotherin-law of Lee Siew Heng^ & Lee Siew Ming#.
: Spouse of Chin Lai Cheng @ Angeline and brother of Lee Siew Kong, Lee Siew Ming# and Lee Teck Wai
: Brother of Lee Siew Heng^ and Lee Siew Ming#.
: Sister of Lee Siew Heng^ and Lee Siew Ming#.
: Brother of Lee Siew Heng^ and spouse of Chin Lai Yoong. He became a Major Shareholder of Oldtown Berhad wef 21/11/2013.
: Brother of Lee Siew Heng^ and Lee Siew Ming#.
: Sister-in-law of Lee Siew Heng^ and Lee Siew Ming#.
: Spouse of Mr Clarence D Silva*.
: Daughter-in-law of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
Additional
Compliance
Information
Notes:
Ahmed Razif Bin Ahmed Tasir is a substantial shareholder of GC Bangi Sdn
Bhd (ceased to be substantial shareholder wef 7/11/2013).
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.
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 substantial shareholder of Acadian Gourmet KK Sdn
Bhd(1), Acadian Gourmet PB Sdn Bhd(1), Acadian Gourmet Sdn Bhd(1)
(ceased to be deemed substantial shareholder of the 3 companies wef
1/7/2013).
Lee Siew Heng^ is a director and substantial shareholder of Oldtown Asia
Pacific Limited and Old Town International Sdn Bhd.
Lee Siew Heng^ is a shareholder of AC Montage Marketing Sdn Bhd (ceased
to be a shareholder wef 29/4/2013).
Lee Siew Heng^ is a director and substantial shareholder of Noble Virtue Sdn
Bhd (ceased to be a director and shareholder wef 22/4/2013 & 06/05/2013
respectively).
Lee Siew Kong is director and substantial shareholder of CN Properties
Sdn Bhd, Noble Virtue Sdn Bhd and Myth Empire Sdn Bhd (formerly known
as Soonsen Enterprise Sdn Bhd) (ceased to be a director and substantial
shareholder of Myth Empire Sdn Bhd wef 12/4/2013 & 6/6/2013
respectively ).
Lee Siew Kong is a shareholder of Old Town International Sdn Bhd.
Lee Siew Fong is a director and substantial shareholder of OTK USJ Sdn Bhd.
Lee Siew Ming# was a deemed substantial shareholder of Acadian Gourmet
KK Sdn Bhd (1) , Acadian Gourmet PB Sdn Bhd (1), Acadian Gourmet Sdn
Bhd (1) wef 1/7/2013 to 14/04/2014.
Lee Siew Ming# became a direct substantial shareholder of Acadian Gourmet
KK Sdn Bhd, Acadian Gourmet PB Sdn Bhd and Acadian Gourmet Sdn Bhd
wef 15/4/2014.
Lee Siew Ming# is a director and substantial shareholder of Noble Virtue Sdn
Bhd, Myth Empire Sdn Bhd, Carefree Avenue Sdn Bhd, Conneczone Puchong
Sdn Bhd, OTK (MBH) Sdn Bhd and OTK Kopitiam (KLCC) Sdn Bhd.
Lee Siew Ming# is a director of CN Properties Sdn Bhd
Lee Siew Ming# is a shareholder of AC Montage Marketing Sdn Bhd.
48
Notes:
(1) Deemed interested by virtue of his shareholding in Acadian LApparel
Manufacturing Sdn Bhd, pursuant to Section 6A of the Companies Act,
1965 (the Act).
(2) Deemed interested by virtue of her shareholding in Gourmet Corner KL
Sdn Bhd, pursuant to Section 6A of the Act.
(3) Deemed interested by virtue of her shareholding in OTK (Genting) Sdn
Bhd, pursuant to Section 6A of the Act.
(4) Deemed interested by virtue of her shareholding in Gourmet Corner Ipoh
Sdn Bhd, pursuant to Section 6A of the Act.
(5) Deemed interested by virtue of her substantial shareholdings in OTK
Logistics Sdn Bhd, the holding company of OTK Sarawak Sdn Bhd,
pursuant to the Section 6A of the Act.
(Incorporated in Malaysia)
(Incorporated in Malaysia)
50 Directors Report
54 Independent Auditors Report
56 Statements of Profit or Loss
Statement by Directors
49
Financial
Statements
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, 2014.
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
50,329,638
76,300,284
48,938,252
76,300,284
Non-controlling interests
1,391,386
50,329,638
76,300,284
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 period ended March 31, 2013 under single tier tax system of 3.0 sen per share, amounting to
RM10,889,700 was paid on October 30, 2013.
An interim dividend declared in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,589,587 was
paid on April 17, 2014.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM13,589,587 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 611,000 ordinary shares of RM1.00 each. 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, 2015.
50
Treasury Shares
During the financial year, the Company repurchased a total of 611,000 units of its own shares from the open market of Bursa Malaysia Securities Berhad for
a total cost of RM1,486,508 and has been deducted from equity. The average price paid for the shares repurchased during the year was 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.
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
Mr. Mark Wing Kong
Mr. Tan Chon Ing @ Tan Chong Ling
Dato Wong Guang Seng (appointed on April 1, 2014)
Mr. Chuah Seong Meng
Mr. Clarence DSilva A/L Leon DSilva
Mr. Goh Ching Mun
Mr. Tan Say Yap
Madam Chin Lai Yoong (retired on September 26, 2013 and not re-elected)
In accordance with Article 84 of the Companys Articles of Association, Datuk Dr. Ahmed Tasir bin Lope Pihie, PJN, PMP, JSM, FASc, Mr. Lee Siew Heng
and Mr. Goh Ching Mun retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Dato Wong Guang Seng who was appointed to the Board since the last Annual General Meeting, retires under Article 91 of the Companys Articles of
Association and, being eligible, offers himself for re-election at the forthcoming Annual General Meeting.
Directors Interests
The shareholdings in the 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:
Number of ordinary shares of RM1 each
Balance as of
1.4.2013
Bought
Bonus Issue
Sold
Balance as of
31.3.2014
50,000
5,000
(30,000)
25,000
5,000,000
1,250,000
6,250,000
50,000
12,500
62,500
100,000
25,000
125,000
300,000
75,000
375,000
372,750
93,187
465,937
165,345,000
39,651,700
(7,738,200)
197,258,500
165,345,000
39,651,700
(7,738,200)
197,258,500
681,054
681,054
73,684
73,684
968,422
968,422
263,160
263,160
52
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 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 share in the Company.
Directors Benefits
Since the end of the previous financial period, 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 (formerly known as Deloitte KassimChan), have indicated their willingness to continue in office.
53
Independent
Auditors
Report
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, 2014 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
Statements
of Profit or
Loss & Other
Comprehensive
Income
The Group
Note
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Revenue
382,171,650
422,054,343
77,134,054
34,739,024
Investment revenue
1,578,460
2,478,686
337,523
1,190,406
639,786
1,051,000
211,971
11,748,757
15,069,574
4,067,367
9,842
(100,177,769)
(108,625,603)
(70,890,411)
(79,756,129)
10
(3,184,617)
(2,649,522)
(307,632)
(375,768)
(54,121,240)
(60,023,198)
(113,896)
(134,157)
14
(15,928,327)
(17,583,643)
(153,172)
(173,383)
15
(184,743)
(230,928)
21
(3,529,319)
(2,929,087)
17
(950,810)
20
(1,959,643)
18
(157,055)
527,506
Finance costs
11
(1,556,523)
(1,345,971)
(215)
(848)
(84,107,623)
(91,140,342)
(808,349)
(1,291,913)
66,368,393
74,946,885
76,300,284
33,002,551
(16,038,755)
(19,360,019)
23,436
50,329,638
55,586,866
76,300,284
33,025,987
56
The Company
12
The Group
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
(31,582)
1,029,600
253,765
495,037
417,441
(260,308)
1,382,671
(20,139)
52,098,168
56,596,327
76,293,741
33,521,024
48,938,252
55,527,110
76,300,284
33,025,987
Non-controlling interests
1,391,386
59,756
50,329,638
55,586,866
76,300,284
33,025,987
50,405,249
56,536,571
76,293,741
33,521,024
Non-controlling interests
1,692,919
59,756
52,098,168
56,596,327
76,293,741
33,521,024
0.11
0.13
Note
Other Comprehensive Income/(Loss):
Items that may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets:
13
57
Statements
of Financial
Position
The Group
Note
The Company
2014
RM
2013
RM
2014
RM
2013
RM
ASSETS
Non-current assets
Property, plant and equipment
14
105,634,478
102,396,819
1,885,819
1,930,665
15
13,572,737
13,757,480
Investment properties
16
3,890,000
2,040,000
Investments in subsidiaries
17
289,752,921
289,552,121
Investments in associates
18
1,505,141
1,706,196
1,101,002
1,101,002
Other investments
19
1,086,567
46,628,062
15,447,383
Goodwill on consolidation
20
23,711,995
23,711,995
Intangible assets
21
33,398,124
19,136,699
22
963,000
1,280,000
183,762,042
210,657,251
292,739,742
308,031,171
58
Inventories
23
22,465,954
14,227,762
24
45,823,843
48,782,856
226,591
173,668
25
133,841,597
64,911,665
25
1,562,022
1,349,508
44,000
Other investments
19
66,516,766
25,693,547
25,488,494
15,047,654
12
4,059,601
1,105,598
9,774
10,951
26
99,883,920
86,227,153
19,845,929
29,343,928
240,312,106
177,386,424
179,456,385
109,487,866
Total assets
424,074,148
388,043,675
472,196,127
417,519,037
The Group
The Company
Note
2014
RM
2013
RM
2014
RM
2013
RM
Issued capital
27(a)
453,597,242
363,000,000
453,597,242
363,000,000
Treasury shares
27(b)
(1,486,508)
(1,486,508)
Reserves
28
(216,616,808)
(178,083,805)
4,042,138
44,048,681
Retained earnings
29
93,796,133
119,934,410
2,298,506
1,074,751
329,290,059
304,850,605
458,451,378
408,123,432
5,041,736
2,192,022
334,331,795
307,042,627
458,451,378
408,123,432
30
Net equity
Non-current liabilities
Hire-purchase payables
31
269,368
837,040
Borrowings
32
20,102,210
25,287,874
Deferred income
33
1,930,393
2,060,600
34
16,628
22
5,770,731
2,069,412
28,072,702
30,271,554
35
49,844,402
40,044,852
7,826,994
206,709
25
6,072,479
87,936
5,917,755
25
9,188,896
Hire-purchase payables
31
545,735
648,266
Borrowings
32
3,379,905
7,767,923
Deferred income
33
1,332,001
1,496,427
34
16,629
24,180
12
478,500
659,910
61,669,651
50,729,494
13,744,749
9,395,605
Total liabilities
89,742,353
81,001,048
13,744,749
9,395,605
424,074,148
388,043,675
472,196,127
417,519,037
59
60
27(b)
453,597,242
90,597,242
(1,486,508)
(1,486,508)
Treasury
Shares
RM
27(a)
Payment of dividends
Bonus issue
36
30
363,000,000
33,000,000
30
27(a)
Payment of dividends
Issue of shares
36
330,000,000
30
Note
The Group
Issued
Capital
RM
3,553,644
(40,000,000)
43,553,644
31,242,312
12,311,332
Share
Premium
RM
(222,653,894)
(222,653,894)
(222,653,894)
Reserve
Arising From
Restructuring
RM
1,067,983
1,081,138
1,081,138
(13,155)
(20,139)
(20,139)
6,984
Foreign
Currency
Translation
Reserve
RM
Non-distributable Reserves
1,415,459
385,859
385,859
1,029,600
1,029,600
1,029,600
Investment
Revaluation
Reserve
RM
93,796,133
(50,597,242)
(24,479,287)
48,938,252
48,938,252
119,934,410
(33,000,000)
55,527,110
55,527,110
97,407,300
329,290,059
(1,486,508)
(24,479,287)
50,405,249
1,466,997
48,938,252
304,850,605
64,242,312
(33,000,000)
56,536,571
1,009,461
55,527,110
217,071,722
Distributable
Reserve Attributable
Retained
to Owners
Earnings of the Company
RM
RM
5,041,736
(747,710)
1,692,919
301,533
1,391,386
(1,952,704)
3,857,209
2,192,022
(56,000)
59,756
59,756
1,952,704
235,562
Non-controlling
Interests
RM
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
64,242,312
(33,056,000)
56,596,327
1,009,461
55,586,866
1,952,704
217,307,284
Total
Equity
RM
Statement
of Changes
In Equity
OLDTOWN BERHAD (797771-M)
(Incorporated in Malaysia)
61
453,597,242
27(b)
90,597,242
Payment of dividends
27(a)
Bonus issue
36
363,000,000
33,000,000
Payment of dividends
27(a)
Issue of shares
330,000,000
36
Note
The Company
Issued
Capital
RM
(1,486,508)
(1,486,508)
Treasury
Shares
RM
3,553,644
(40,000,000)
43,553,644
31,242,312
12,311,332
488,494
(6,543)
(6,543)
495,037
495,037
495,037
Non-distributable
Reserves
Investment
Share
Revaluation
Reserve
Premium
RM
RM
2,298,506
(50,597,242)
(24,479,287)
76,300,284
76,300,284
1,074,751
(33,000,000)
33,025,987
33,025,987
1,048,764
Distributable
Reserve Retained
Earnings
RM
458,451,378
(1,486,508)
(24,479,287)
76,293,741
(6,543)
76,300,284
408,123,432
64,242,312
(33,000,000)
33,521,024
495,037
33,025,987
343,360,096
Total
Equity
RM
(Incorporated in Malaysia)
Statement of
Cash Flows
The Group
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
50,329,638
55,586,866
16,038,755
19,360,019
15,928,327
17,583,643
3,529,319
2,929,087
Finance costs
Note
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES
Profit for the year/period
Adjustments for:
1,556,523
1,345,971
417,441
343,726
1,566,759
184,743
230,928
157,055
(527,506)
76,181
9,762
20,682
138,336
1,188
(924,392)
(1,578,460)
(2,478,686)
(523,220)
(180,000)
(351,595)
(103,264)
(81,426)
(24,179)
(30,224)
Dividend income
(15,000)
(15,000)
Impairment on goodwill
1,959,643
215,708
86,009,698
96,667,650
(5,536,126)
1,835,941
9,030,443
(4,141,645)
(158,829)
21,454
(5,767,792)
1,312,614
(298,217)
(519,554)
28,910
83,279,177
95,205,370
627,700
1,042,623
(16,360,605)
(24,661,799)
67,546,272
71,586,194
(Decrease)/Increase in:
Trade and other payables
Deferred income
Amount owing to ultimate holding company
Cash Generated From Operations
Income tax refunded
Income tax paid
Net Cash From Operating Activities
62
The Group
Note
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
64,541,924
1,770,325
(129,773)
1,448,687
2,388,686
110,070
1,915,263
129,773
90,000
59,000
45,000
(59,773,804)
(60,000,000)
(17,365,805)
(63,681,693)
(16,335,721)
(1,952,704)
(680,000)
38(a)
Acquisition of subsidiary*
Acquisition of additional shares in a subsidiary from non-controlling interests
Purchase of investment property
Repayment from associates
60,000
(320,815)
(208,292)
(28,048,255)
(119,841,624)
2,311,983
17,952,260
66,788
7,830
(13,263,408)
(2,367,134)
(10,889,700)
(33,000,000)
(1,556,523)
(1,345,971)
Buy-back of shares
(1,486,508)
(670,203)
(1,205,448)
(56,000)
64,350,000
4,438,008
(107,688)
(4,463)
(25,487,571)
48,661,394
14,010,446
405,964
83,668,022
1,416,646
83,197,667
64,391
99,095,114
83,668,022
63
38(b)
Statement of
Cash Flows
Note
Year Ended
31.3.2014
(12 Months)
RM
The Company
Period Ended
31.3.2013
(15 Months)
RM
76,300,284
33,025,987
153,172
173,383
48,337
1,091
215
848
(77,134,054)
(34,739,024)
(337,523)
(1,190,406)
Finance cost
Dividend income
(260,308)
(23,436)
950,810
(1,228,786)
(1,801,838)
(52,923)
(75,333)
(62,370)
(71,817)
(1,344,079)
(1,948,988)
Dividend received
26,150,046
34,739,024
4,335
(3,158)
(241,840)
24,807,144
32,548,196
20,211,971
337,523
1,190,406
(27,178,820)
(54,006,009)
(15,000,000)
(30,000,000)
(200,800)
(50,640)
(98,594)
(1,595,692)
60,000
(21,928,720)
(84,401,935)
Investments in subsidiaries
Purchase of property, plant and equipment
64
38(a)
Year Ended
31.3.2014
(12 Months)
RM
The Company
Period Ended
31.3.2013
(15 Months)
RM
(10,889,700)
(33,000,000)
(1,486,508)
(215)
(848)
64,350,000
1,734,928
(107,688)
Note
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
Dividends paid
Buy-back of shares
Finance cost paid
(1,545)
(12,376,423)
32,974,847
(9,497,999)
(18,878,892)
29,343,928
48,222,820
19,845,929
29,343,928
RM
RM
38(b)
17,790,744
Inventories
2,534,006
5,647,652
10,455,177
(3,948,757)
Borrowings
(1,394,797)
(549,074)
30,648,107
Non-controlling interests
(3,857,209)
26,790,898
26,790,898
(10,455,177)
16,335,721
65
113,156
Notes to
The Financial
Statements
1. General Information
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of Bursa Malaysia Securities Berhad.
The Company is principally involved in investment holding.
The principal activities of the subsidiaries are disclosed in Note 17.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during the financial year.
The registered office of the Company is located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 2, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan.
The financial statements of the Group and of the Company were authorised for issue by the Board of Directors in accordance with a resolution of the directors
on July 23, 2014.
66
2.2 Standards and IC Interpretations (IC Int.) in issue but not yet effective
As at the date of authorisation for issue of these financial statements, the new and revised Standards and IC Int. which were in issue but not yet effective
and not early adopted by the Group and the Company are as listed below:
MFRS 9
MFRS 9
MFRS 9
Financial Instruments (Hedge Accounting and amendments to MFRS 9, MFRS 7 and MFRS 139)
IC Int. 21
Levies
Investment Entities
Amendments to MFRSs contained in the document entitled Annual Improvements to MFRSs 2010 - 2012 Cycle
Amendments to MFRSs contained in the document entitled Annual Improvements to MFRSs 2011 - 2013 Cycle
The mandatory effective date of MFRS 9 (IFRS 9 issued by IASB in November 2009 and October 2010 respectively) which was for annual periods
beginning on or after January 1, 2015 has been removed with the issuance of MFRS 9 Financial Instruments: Hedge Accounting and amendments
to MFRS 9, MFRS 7 and MFRS 139. The effective date of MFRS 9 will be decided when IASBs IFRS 9 project is closer to completion. However, each
version of the MFRS 9 is available for early adoption.
MFRS 9 and Amendments Relating to Mandatory Effective Date of MFRS 9 and Transition Disclosures
MFRS 9 (IFRS 9 issued by IASB in November 2009) introduces new requirements for the classification and measurement of financial assets. MFRS 9
(IFRS 9 issued by IASB in October 2010) includes the requirements for the classification and measurement of financial liabilities and for derecognition.
The amendments to MFRS 9 (IFRS 9 issued by IASB in November 2009 and October 2010 respectively) (MFRS 9) relating to Mandatory Effective Date
of MFRS 9 and Transition Disclosures which became immediately effective on the issuance date of March 1, 2012 amended the mandatory effective
date of MFRS 9 to annual periods beginning on or after January 1, 2015 instead of on or after January 1, 2013, with earlier application still permitted as
well as modified the relief from restating prior periods. MFRS 7 which was also amended in tandem with the issuance of the aforementioned amendments
introduces new disclosure requirements that are either permitted or required on the basis of the entitys date of adoption and whether the entity chooses to
restate prior periods.
Key requirements of MFRS 9:
all recognised financial assets that are within the scope of MFRS 139 Financial Instruments: Recognition and Measurement are required to be
subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to
collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding
are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are
measured at their fair values at the end of subsequent accounting periods. In addition, under MFRS 9, entities may make an irrevocable election to
present subsequent changes in the fair value of equity instrument (that is not held for trading) in other comprehensive income, with only dividend
income generally recognised in profit or loss.
67
Notes to
The Financial
Statements
with regard to the measurement of financial liabilities designated as at fair value through profit or loss, MFRS 9 requires that the amount of change in
the fair value of the financial liability that is attributable to changes in the credit risk of that liability, is presented in other comprehensive income,
unless the recognition of the effects of changes in the liabilitys credit risk in other comprehensive income would create or enlarge an accounting
mismatch in profit or loss. Changes in fair value attributable to a financial liabilitys credit risk are not subsequently reclassified to profit or loss.
Previously, under MFRS 139, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss
was presented in profit or loss.
The directors do not anticipate the application of MFRS 9 to have significant impact on amounts reported in respect of the Groups and of the
Companys financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect of MFRS 9 until a detailed
review has been completed.
68
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total
comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Groups accounting policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full
on consolidation.
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 value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair
value of the acquirers previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired
and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds
the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirers previously held
equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entitys net assets in the event of
liquidation may be initially measured either at fair value or at the non-controlling interests proportionate share of the recognised amounts of the acquirees
identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are
measured at fair value or, when applicable, on the basis specified in another Standard.
Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration
arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in the fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are
adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about
facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period adjustments depends on
how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and
its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent
reporting dates in accordance with MFRS 137 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss
being recognised in profit or loss.
Where a business combination is achieved in stages, the Groups previously held equity interests in the acquiree are remeasured to fair value at the
acquisition date (i.e. the date when the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from
interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss,
where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see
above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition
date that, if known, would have affected the amounts recognised at that date.
The policy described above is applied to all business combinations that take place on or after January 1, 2011.
69
Notes to
The Financial
Statements
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 investment in associate of the Group for the financial year ended March 31, 2014 is accounted for under the equity method of accounting based
on the audited financial statements of the associated company made up to December 31, 2013 and appropriate adjustments have been made for the
effects of significant transactions between that date and March 31, 2014. Under this method of accounting, the interest in the post-acquisition profits
and reserves of the associate 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 associate 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 in the statements of profit or loss and other comprehensive
income. 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 the statements of profit or loss and other comprehensive income.
70
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.
Rental income
Rental income is accrued on a time apportion basis, by reference to the agreements entered. Rental income from investment properties is recognised
on a straight-line basis over the term of the relevant lease.
Income from accounting services, initial training fees and management fees
Income from rendering of accounting services, initial training fees and management 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.
71
Notes to
The Financial
Statements
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 equity (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 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 equity.
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:
2014
RM
2013
RM
Singapore Dollar
2.5903
2.4958
0.4210
0.3985
Foreign Currency
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 statements of financial position and transferred to the statements of profit or loss and other comprehensive income 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 the statements of profit or loss and other
comprehensive income in the period in which they become receivable.
72
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 value 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 statements 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.
Employee Benefits
Short-term employee benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by
employees of the Group and of the Company. Short-term accumulating compensated absences such as paid annual leave are recognised when services
are rendered by employees that increase their entitlement to future compensated absences and short-term non-accumulating compensated absences
such as sick leave are recognised when the absences occur.
Preliminary Expenses
Preliminary expenses are charged to the statements of profit or loss and comprehensive income in the financial year in which they are incurred.
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.
73
Notes to
The Financial
Statements
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.
Buildings
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 is recognised in profit or loss.
74
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.
Investments
Investments in subsidiaries, which are eliminated on consolidation, and investment in associate, are stated in the Companys separate financial
statements at cost less accumulated impairment losses, if any.
Other investments in quoted unit trusts and unquoted shares are classified as available-for-sale investments.
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 date. 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.
75
Notes to
The Financial
Statements
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.
Provisions
Provisions are recognised when the Group and the Company have a present obligation (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.
Where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established
by the market concerned, such financial assets are recognised and derecognised on trade date.
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 the profit or loss.
76
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
Notes to
The Financial
Statements
For all other financial assets, objective evidence of impairment could include:
significant financial difficulty of the issuer or counterparty; or
breach of contract, such as default or delinquency in interest or principal payments; or
it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
the disappearance of an active market for that financial asset because of financial difficulties.
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed
for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Groups past experience of
collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes
in national or local economic conditions that correlate with default on receivables.
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the assets carrying amount
and the present value of estimated future cash flows, discounted at the financial assets original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables,
where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off
against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the
carrying amount of the allowance account are recognised in profit or loss.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in investment revaluation reserve are
reclassified to profit or loss in the period.
Impairment losses of AFS financial asset previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to
an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve.
For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit
or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost
would have been had the impairment not been recognised.
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 equity instrument.
78
79
Notes to
The Financial
Statements
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 management of the Group who regularly reviews the segment results in order to allocate resources to the
segments and to assess the segments performance.
80
Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its value-in-use. The value-in-use is the
net present value of the projected future cash flow derived from that asset discounted at an appropriate discount rate. Projected future cash
flows are based on the Groups and the Companys estimates calculated based on historical, sector and industry trends, general market and
economic conditions, changes in technology and other available information. Management of the Group and of the Company have carried out an
impairment review on their property, plant and equipment and concluded that there is no indication of impairment.
The Group tested intangible asset for impairment in accordance with its accounting policy.
(iii) 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 and senior management 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 a chain of cafes;
b) Manufacturing of coffee and other beverages; and
c) Others.
Inter-segment sales are charged at cost plus a percentage of profit mark-up.
81
Notes to
The Financial
Statements
Operations of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
308,882,398
255,286,956
78,855,378
643,024,732
Inter-company sales
(101,823,085)
(80,174,619)
(78,855,378)
(260,853,082)
207,059,313
175,112,337
382,171,650
31,205,586
36,537,176
(1,239,251)
66,503,511
Revenue
Total revenue
Results
Segment results
Finance costs
(1,556,523)
(157,055)
Investment revenue
1,578,460
66,368,393
Tax expense
(16,038,755)
50,329,638
Other information
Depreciation and amortisation
13,899,630
5,589,587
153,172
19,642,389
Operations of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
382,243,178
237,719,894
34,739,024
654,702,096
Inter-company sales
(129,874,415)
(68,034,314)
(34,739,024)
(232,647,753)
252,368,763
169,685,580
422,054,343
41,587,586
33,985,460
(2,286,382)
73,286,664
The Group
Period Ended 31.3.2013
(15 Months)
Revenue
Total revenue
Results
Segment results
Finance costs
(1,345,971)
527,506
Investment revenue
2,478,686
74,946,885
Tax expense
(19,360,019)
55,586,866
Other information
Depreciation and amortisation
Impairment loss on goodwill
82
18,120,334
2,449,941
173,383
20,743,658
1,959,643
1,959,643
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
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
263,450,956
317,447,907
36,743,267
41,742,703
72,629,052
54,432,958
9,348,375
8,430,775
382,171,650
422,054,343
Malaysia
Others
Revenue of approximately RM39,720,000 (2013: RM46,000,000) which contributed more than 10% (2013: 10%) of the total revenue of the Group is
derived from one (1) external customer (2013: one (1) external customer) under manufacturing of beverages of Malaysia segment during the financial year.
Segment assets, segment liabilities and capital additions 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
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
362,308,920
398,817,812
17,222,321
19,954,020
1,370,299
1,659,995
Rights fees
650,000
750,000
293,836
320,000
224,587
331,632
Licence fees
50,157
121,310
Relocation fees
20,000
64,756
Management fees
16,530
19,818
Dividend income
15,000
15,000
77,134,054
34,739,024
382,171,650
422,054,343
77,134,054
34,739,024
Sale of goods
Royalty, advertising and promotion fees
Franchise fees
83
The Company
Notes to
The Financial
Statements
7. Investment Revenue
The Group
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
1,341,181
2,251,847
337,523
1,190,406
Fixed deposits
92,966
101,844
Current account
14,540
34,995
129,773
90,000
1,578,460
2,478,686
337,523
1,190,406
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
523,220
180,000
351,595
103,264
Realised
77,995
(186,880)
81,426
(48,337)
24,179
30,224
(417,441)
260,308
(1,188)
924,392
639,786
1,051,000
211,971
84
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
6,231,489
7,577,068
Properties
741,281
1,706,743
Machinery
1,300
330
(18,886,040)
(24,966,279)
(8,800)
(60,000)
(217,801)
Equipment
(89,137)
(54,639)
Motor vehicles
(21,600)
(22,800)
(90,137)
(17,476)
(36,628)
(457,000)
(445,000)
(54,000)
(50,000)
- other auditors
(135,025)
(34,782)
(26,000)
(26,000)
(3,000)
(3,000)
(3,000)
(3,000)
(343,726)
(1,566,759)
(1,091)
(76,181)
(9,762)
Listing expenses
(23,595)
(37,760)
(23,595)
(37,760)
(20,682)
(138,336)
(215,708)
(2,386)
Rental of:
Premises
Server
Machinery
Others
Audit fees:
Statutory audit:
Non-statutory audit:
- current year
- prior year
Property, plant and equipment written off
Included in employee benefits expenses of the Group and the Company are contributions made to EPF of RM3,401,105 (2013: RM3,713,033) and
RM10,740 (2013: RM12,568) respectively.
85
Notes to
The Financial
Statements
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
83,100
106,500
83,100
106,500
2,603,500
1,968,700
104,621
99,816
153,000
217,250
153,000
217,250
63,000
40,500
63,000
40,500
8,532
11,518
8,532
11,518
168,864
205,238
3,184,617
2,649,522
307,632
375,768
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 RM118,927 (2013: RM139,659) and RM23,950 (2013: RM29,938) 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:
Number of directors
Executive
directors
Non-executive
directors
RM1 to RM50,000
RM50,001 to RM100,000
RM250,001 to RM300,000
RM550,001 to RM600,000
RM850,001 to RM900,000
RM1,000,001 to RM1,050,000
Range of remuneration
86
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
1,270,119
961,305
Hire-purchase
67,350
161,302
Trust receipts
62,523
26,185
7,905
156,531
189,274
215
848
1,556,523
1,345,971
215
848
Interest on:
Term loans
Bank overdrafts
Bank charges and commission
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
- Malaysia
(10,573,350)
(19,683,670)
- Foreign
(1,195,692)
(11,769,042)
(19,683,670)
(256,119)
45,309
23,436
(12,025,161)
(19,638,361)
23,436
(4,109,594)
290,342
96,000
(12,000)
(4,013,594)
278,342
(16,038,755)
(19,360,019)
23,436
87
Notes to
The Financial
Statements
The Groups and the Companys income tax rate remained at 25% for the years of assessment 2014 and 2013 except for its foreign subsidiaries. Taxation for other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions.
The Malaysian Budget 2014 announced on October 25, 2013 the reduction of corporate income tax rate from 25% to 24% with effect from year of
assessment 2016. The Real Property Gains Tax (RPGT) is also revised to 30% for disposal within the first three years, 20% within the fourth year, 15%
within the fifth year and 5% from sixth year onwards, on gains from the disposal of real property effective January 1, 2014. Following these, the applicable tax rate to be used for the measurement of any applicable deferred tax will be the abovementioned expected rate.
The tax (expense)/income for the year/period can be reconciled to profit before tax as follows:
The Group
The Company
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
66,368,393
74,946,885
76,300,284
33,002,551
(16,592,000)
(18,737,000)
(19,075,000)
(8,251,000)
2,508,000
678,000
463,863
655,476
19,368,000
8,982,000
321,000
1,082,000
53,197
(3,149,360)
(3,239,097)
(207,000)
(731,000)
(90,000)
(86,000)
103,975
606,664
63,318
(256,119)
45,309
23,436
96,000
(12,000)
(16,038,755)
(19,360,019)
23,436
88
The Company
2014
RM
2013
RM
2014
RM
2013
RM
4,059,601
1,105,598
9,774
10,951
478,500
659,910
2014
2013
RM48,938,252
RM55,527,110
453,597,242
420,597,242
(209,819)
7,470,330
453,387,423
428,067,572
0.11
0.13
Number of ordinary shares in issue as of April 1 includes the bonus issue of 90,597,242 units of ordinary shares issued during the financial year.
Comparative figures of the basic and diluted earnings per ordinary shares have been restated to reflect the bonus issue during the financial year.
89
90
Write off
Discount
Reclassification
Translation reserve
Discount
2,997,446
815,000
(385,000)
1,200,000
1,200,000
Freehold
land
RM
* The discount was received from suppliers for assets purchased in 2011.
# The discount was received from suppliers for assets purchased in 2013.
Translation reserve
(288,198)
Write off
Disposals
(776,000)
Additions
Reclassification
Acquisition of subsidiary
4,061,644
Disposals
982,244
3,079,400
Additions
As of January 1, 2012
Cost
The Group
Leasehold land
and buildings
and
apartments
RM
49,425,105
894,200
4,736,176
43,794,729
40,331,090
2,168,952
1,294,687
Apartments,
factory and
shop-office
buildings
RM
26,279,521
12,336,293
(1,750)
2,307,001
11,637,977
279,310
(97,698)
582,805
10,873,560
Plant,
machinery
and
equipment
RM
9,990,832
14,164
(150,852)
1,356,027
191,941
8,579,552
(468,274)
1,795,828
7,251,998
Motor
vehicles
RM
34,424,571
23,367
561,607
(12,633) #
(109,516)
(259,885)
4,476,738
29,744,893
10,716
180,829
(14,064) *
(868,163)
(929,788)
4,844,423
26,520,940
Factory
equipment,
signboard and
electrical
fittings
RM
31,378,102
57,473
970,398
(17,421) #
(288,390)
(111,770)
3,336,627
183,657
27,247,528
23,688
2,249,451
(66,032) *
(1,376,080)
(547,900)
3,456,891
23,507,510
Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM
14,610,755
57,613
(35,572) #
(961,645)
2,419,530
76,335
13,054,494
37,495
15,447
(2,129,825)
(377,860)
2,058,611
13,450,626
Renovation
RM
3,945,530
(13,986,498)
1,523,614
16,408,414
(43,056,127)
(33,600)
53,928,440
5,569,701
Capital
work-inprogress
RM
173,866,862
152,617
(673,198)
(65,626)
(1,359,551)
(524,257)
20,155,713
451,933
155,729,231
71,899
(80,096)
(4,471,766)
(2,357,422)
69,818,194
92,748,422
Total
RM
Notes to
The Financial
Statements
OLDTOWN BERHAD (797771-M)
(Incorporated in Malaysia)
91
Reclassification
Translation reserve
3,818,026
2,748,454
248,992
Carrying amounts
(26,418)
Translation reserve
(34,920)
Write off
Reclassification
66,712
Disposals
Acquisition of subsidiary
243,618
Write off
92,182
Disposals
151,436
As of January 1, 2012
The Group
Leasehold land
and buildings
and apartments
RM
815,000
1,200,000
Freehold
land
RM
48,085,540
43,455,368
1,339,565
34,920
965,284
339,361
174,034
165,327
Apartments,
factory and
shop-office
buildings
RM
18,061,374
5,900,851
8,218,147
(831)
2,481,852
5,737,126
(66,979)
1,676,073
4,128,032
Plant,
machinery and
equipment
RM
3,762,899
4,043,217
6,227,933
13,203
(150,847)
1,653,310
175,932
4,536,335
(8,249)
(308,949)
1,882,180
2,971,353
Motor
vehicles
RM
11,858,359
11,548,984
22,566,212
13,553
(115,483)
(176,837)
4,649,070
18,195,909
4,629
8,949
(630,956)
(521,179)
5,889,836
13,444,630
Factory
equipment,
signboard and
electrical
fittings
RM
11,314,745
10,969,087
20,063,357
32,903
(191,641)
(84,484)
3,907,248
120,890
16,278,441
9,804
(2,760)
(964,388)
(303,382)
4,852,797
12,686,370
Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM
5,042,577
5,052,872
9,568,178
28,451
(708,701)
2,204,851
41,955
8,001,622
15,743
2,060
(1,242,684)
(186,441)
3,016,541
6,396,403
Renovation
RM
68,232,384
88,110
(26,418)
(1,015,825)
(412,999)
15,928,327
338,777
53,332,412
30,176
(2,905,007)
(1,319,951)
17,583,643
39,943,551
Total
RM
3,945,530 105,634,478
16,408,414 102,396,819
Capital
work-inprogress
RM
(Incorporated in Malaysia)
Notes to
The Financial
Statements
Motor
vehicles
RM
Signboard
RM
Furniture,
fittings and
office
equipment
RM
As of January 1, 2012
374,113
368
174,047
548,528
Additions
142,097
72,131
1,395,239
1,609,467
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
31,176
49
22,722
53,947
117,211
92
56,080
173,383
148,387
141
78,802
227,330
103,242
68
49,862
153,172
(209)
(368)
(577)
251,629
128,296
379,925
367,823
227
167,376
1,395,239
1,930,665
264,581
125,898
1,495,340
1,885,819
The Company
Capital
work-inprogress
RM
Total
RM
Cost
Write off
As of March 31, 2014
Carrying amounts
Leasehold buildings, freehold land, factory buildings, shop-office buildings and capital work-in-progress of the Group with total carrying value of
RM51,302,515 (2013: RM49,014,704) 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 and plant and machinery of the Group acquired under hire-purchase arrangements are RM771,396 and
Nil (2013: RM1,506,163 and RM205,200) respectively.
In 2013, disposal of property, plant and equipment of the Group included disposal of outlet operations with carrying amount of RM802,684 to third
parties. Gain arising therefrom amounted to RM837,315.
92
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
105,820
14,256,333
14,362,153
At beginning of period
8,676
365,069
373,745
2,981
227,947
230,928
At end of period
11,657
593,016
604,673
Carrying amount
94,163
13,663,317
13,757,480
93
Notes to
The Financial
Statements
The leasehold land of the Group with total carrying value of RM11,017,075 (2013: RM13,384,484) are charged to certain local licensed banks for
banking facilities granted to the Group as mentioned in Note 32.
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
At end of year
1,490,000
300,000
620,000
720,000
760,000
3,890,000
Carrying amounts
1,490,000
300,000
620,000
720,000
760,000
3,890,000
1,140,000
720,000
1,860,000
180,000
180,000
At end of period
1,320,000
720,000
2,040,000
Carrying amounts
1,320,000
720,000
2,040,000
The fair values of the investment properties were estimated at RM3,890,000 (2013: RM2,040,000) 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 investment properties and information about the fair value hierarchy as of March 31, 2014 are as follows:
Investment properties
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
3,890,000
3,890,000
There were no transfers between Level 1 and Level 2 during the year.
The investment properties amounting to RM2,490,000 (2013: RM1,320,000) 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
company.
The rental income and direct operating expenses arising from the investment properties of the Group which were recognised during the financial year/
period amounted to RM129,773 (2013: RM90,000) and RM16,115 (2013: RM16,067) respectively.
94
2014
2013
290,703,731
290,502,931
(950,810)
(950,810)
289,752,921
289,552,121
Details of the subsidiaries of the Company as at the end of the reporting date are as follows:
Effective Equity
Interest
Name of Company
Country of
Incorporation
2014
%
2013
%
Principal Activities
Hong Kong
70.00
Marketing of beverages.
Malaysia
80.00
80.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Distribution centre.
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
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Investment holding.
Hong Kong
100.00
51.00
Dormant.
Malaysia
100.00
100.00
Manufacturing of beverages.
Malaysia
100.00
100.00
Marketing of beverages.
^^
*
#
^
@
**
95
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 Old Town (M) Sdn. Bhd..
The financial statements of this company are not required to be audited by law in its country of incorporation.
Notes to
The Financial
Statements
During the financial year, the Group acquired a subsidiary for a total consideration of RM26,790,898. The acquisition was completed on April 22, 2013.
The effect of the acquired subsidiary on the results of the Group for the period from April 22, 2013 to March 31, 2014 are as follows:
2014
Revenue
26,566,212
2,736,934
If the acquisition of the subsidiary had occurred at the beginning of the year, the effect on the Groups revenue and profit for the year would have
been as follows:
2014
Revenue
29,281,984
3,331,221
2014
2013
Malaysia
Malaysia
Singapore
10
1
10
1
Investment holding
Malaysia
Others - dormant
Malaysia
Hong Kong
2
1
2
-
17
16
2014
2013
Hong Kong
Malaysia
Hong Kong
Details of non-wholly owned subsidiaries that have material non-controlling interests are as follows:
Name of Company
96
Country of
incorporation and
principal place of
business
Proportion of ownership
interest and voting rights
held by non-controlling
interests
Profit allocated to
non-controlling interests
2014
%
2013
%
Accumulated
non-controlling interests
Year Ended
31.3.2014
Period Ended
31.3.2013
Year Ended
31.3.2014
Period Ended
31.3.2013
(12 Months)
RM
(15 Months)
RM
(12 Months)
RM
(15 Months)
RM
Malaysia
20
20
30,657
59,756
259,975
239,318
Hong Kong
30
1,360,729
4,781,761
Hong Kong
49
1,952,704
5,041,736
2,192,022
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.
2014
RM
2013
RM
1,671,274
1,541,266
887,088
490,690
(1,207,764)
(810,982)
(50,723)
(24,384)
1,039,900
957,272
259,975
239,318
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Revenue
6,971,491
8,869,873
Expenses
(6,818,206)
(8,571,092)
153,285
298,781
122,628
239,025
30,657
59,756
153,285
298,781
10,000
56,000
628,175
534,416
(636,537)
30,909
(8,168)
(456,024)
(16,530)
109,301
97
Notes to
The Financial
Statements
2014
RM
2013
RM
24,626,715
91,048
Current liabilities
(8,778,560)
11,157,442
4,781,761
Year Ended
31.3.2014
(12 Months)
RM
Period Ended
31.3.2013
(15 Months)
RM
Revenue
38,087,487
Expenses
(33,551,725)
4,535,762
3,175,033
Non-controlling interests
1,360,729
4,535,762
703,577
Non-controlling interests
301,533
5,540,872
3,878,610
Non-controlling interests
1,662,262
5,540,872
737,710
5,558,330
18,612
(1,467,269)
4,109,673
Non-controlling interests
98
2014
RM
2013
RM
Current assets
3,985,110
2,032,406
Non-controlling interests
1,952,704
No disclosure was made on profit and total comprehensive income for the period and net cash movement for OTK (HK) Investment Limited for the period
ended March 31, 2013 as the subsidiary company was only incorporated on March 26, 2013.
The Company
2014
RM
2013
RM
2014
RM
2013
RM
1,461,107
1,461,107
1,101,002
1,101,002
44,034
245,089
1,505,141
1,706,196
1,101,002
1,101,002
Details of the Groups associates as at the end of the reporting date are as follows:
Effective Equity Interest
Name of Company
Country of
Incorporation
2014
%
2013
%
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..
The reporting date of the associates is December 31. This was the reporting date established when the associates were incorporated and management
considers that it is unnecessary to change the reporting date. For the purpose of applying equity method of accounting, the audited consolidated
financial statements of the respective associates for the year ended December 31, 2013/2012 have been used, and appropriate adjustments have been
made for the effects of significant transactions between that date and March 31, 2014/2013.
99
Notes to
The Financial
Statements
Summarised financial information in respect of the Groups associates is set out below:
The Group
2014
2013
8,891,002
7,264,824
(7,034,228)
(4,973,075)
1,856,774
2,291,749
802,921
1,003,976
Goodwill on associates
702,220
702,220
1,505,141
1,706,196
30,961,748
38,263,930
(357,734)
926,191
(157,055)
527,506
Total assets
Total liabilities
Net assets
Total revenue
The Company
2014
RM
2013
RM
2014
RM
2013
RM
Malaysia
29,000
29,000
Indonesia
1,057,567
1,057,567
1,086,567
1,086,567
45,541,495
15,447,383
1,086,567
46,628,062
15,447,383
66,516,766
25,693,547
25,488,494
15,047,654
Non-current
Available-for-sale investments:
Unquoted shares at cost in:
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 fair value hierarchy for quoted unit trusts above are classified as follows:
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
66,516,766
66,516,766
71,235,042
71,235,042
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
25,488,494
25,488,494
30,495,037
30,495,037
Available-for-sale:
Other investments:
- quoted unit trusts
The Company 2013
Available-for-sale:
Other investments:
- quoted unit trusts
There were no transfers between Level 1 and Level 2 in both 2014 and 2013.
2013
25,671,638
25,671,638
1,959,643
1,959,643
1,959,643
1,959,643
23,711,995
23,711,995
At cost
At beginning and end of year/period
Accumulated impairment losses
At beginning of year/period
Impairment loss for the year/period
At end of year/period
Carrying amount
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.
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.
101
Notes to
The Financial
Statements
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.
The key assumptions used in preparation of the projected cash flows are as follows:
Pre-tax discount rates range from 14.0% to 18.0% (2013: 11.0% to 14.0%);
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 4.0% (2013: 3.0% to 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 will remain at 25% (2013: 25%). 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.
The Group conducted the annual goodwill impairment testing and no impairment loss need to be recognised except for RM1,959,643 which has been
recognised in previous financial period.
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 other subsidiaries.
Supplier
exclusive
right
RM
Total
RM
As of January 1, 2012
23,432,693
23,432,693
23,432,693
23,432,693
17,790,744
17,790,744
17,790,744
23,432,693
41,223,437
As of January 1, 2012
1,366,907
1,366,907
2,929,087
2,929,087
4,295,994
4,295,994
1,186,050
2,343,269
3,529,319
1,186,050
6,639,263
7,825,313
19,136,699
19,136,699
16,604,694
16,793,430
33,398,124
Cost
Accumulated amortisation
Carrying amount
102
Recognised
in profit
or loss
RM
Translation
differences
RM
At end
of year/period
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)
(245,047)
129,047
(116,000)
Deferred income
1,384,727
(58,727)
1,326,000
54,320
15,680
70,000
1,194,000
86,000
1,280,000
(2,219,061)
191,342
(693)
(2,028,412)
(15,000)
(15,000)
(31,000)
9,000
(22,000)
Bank balances
(7,000)
(7,000)
Borrowings
3,000
3,000
4,000
(4,000)
(2,261,061)
192,342
(693)
(2,069,412)
The Group
2014
Deferred tax assets
The Group
2013
Deferred tax assets
103
Notes to
The Financial
Statements
23. Inventories
The Group
2014
RM
2013
RM
10,703,906
6,808,060
4,624,697
1,776,142
Raw materials
4,580,788
3,790,727
Packing materials
1,811,052
1,084,670
Work-in-progress
396,759
389,364
Spare parts
192,857
Goods-in-transit
155,895
378,799
22,465,954
14,227,762
The cost of inventories of the Group recognised as an expense during the year/period was RM167,000,813 (2013: RM188,371,890).
The Company
2014
RM
2013
RM
2014
RM
2013
RM
Trade receivables
34,414,703
36,969,378
Other receivables
480,291
2,267,500
109,800
7,212,566
7,021,380
5,370
13,370
42,107,560
46,258,258
5,370
123,170
45,360
228,892
3,670,923
2,295,706
221,221
50,498
45,823,843
48,782,856
226,591
173,668
Refundable deposits
Loans and receivables
Advance payment for acquisition of plant and machinery
Prepaid expenses
Trade and other receivables disclosed above are classified as loans and receivables and are therefore, measured at amortised cost.
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.
Included in other receivables of the Group are rental receivable from related parties of RM78,531 (2013: Nil).
Trade transactions of the Group were on cash terms and credit period which ranged from 7 to 90 days (2013: 30 to 90 days).
104
2013
RM
Ringgit Malaysia
23,447,533
27,231,113
6,129,451
1,952,704
3,340,977
8,194,172
Singapore Dollar
1,977,033
645,388
1,213,501
34,894,994
39,236,878
Thai Baht
2013
RM
6,325
(6,325)
Included in trade receivables of the Group are related parties balances of RM5,896,513 (2013: RM8,600,243).
Included in trade receivables of the Group are receivables with total carrying amount of RM9,385,666 (2013: RM6,129,686) which are past due at the
reporting date 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
2014
RM
2013
RM
Within 30 days
7,416,322
3,811,060
31 days to 60 days
1,329,949
1,759,479
61 days to 90 days
235,079
112,816
102,359
248,652
301,957
197,679
9,385,666
6,129,686
39
89
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
Notes to
The Financial
Statements
The Company
2014
2013
RM
RM
2014
RM
2013
RM
1,518,022
1,349,508
44,000
44,000
1,562,022
1,349,508
44,000
The trade balance of amount owing by associate of the Group arose mainly from normal trade terms. The non-trade balance 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.
In 2013, the amount owing by subsidiaries arose mainly from advances and expenses paid on behalf which were unsecured, interest-free and repayable
upon demand.
In 2013, the amount owing to subsidiaries related mainly to outstanding purchase consideration for the acquisition of subsidiaries, advances granted and
expenses paid on behalf, which were unsecured, interest-free and repayable upon demand.
The currency profile of amount owing by associates are as follows:
The Group
106
The Company
2014
2013
RM
RM
2014
RM
2013
RM
Singapore Dollar
1,518,022
1,349,508
Ringgit Malaysia
44,000
44,000
1,562,022
1,349,508
44,000
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
107
Relationship
108
10,779,045
Dividend
paid/payable
RM
The Group
Year Ended 31.3.2014 (12 Months)
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
Notes to
The Financial
Statements
OLDTOWN BERHAD (797771-M)
(Incorporated in Malaysia)
109
The Group
Year Ended 31.3.2014 (12 Months)
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)
110
The Group
Year Ended 31.3.2014 (12 Months)
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
Notes to
The Financial
Statements
OLDTOWN BERHAD (797771-M)
(Incorporated in Malaysia)
111
16,934,500
The Group
Period Ended 31.3.2013 (15 Months)
Dividend
paid/payable
RM
747,846
854,884
852,464
877,510
550
488,833
909,189
657,865
4,767,505
27,510
Trade
sales
RM
884,905
Trade
purchases
RM
185,775
Purchase of
property,
plant and
equipment
RM
25,500
83,715
65,020
1,425,000
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
75,834
76,413
63,423
73,653
33,936
63,401
49,533
729,238
307,302
Advertising
and promotion
fees received/
receivable
RM
126,390
127,355
105,706
122,755
56,560
105,668
82,555
1,215,397
512,171
Royalty
fees received/
receivable
RM
4,764
5,706
7,846
8,918
4,408
4,652
9,698
394,388
24,756
321,085
33,743
Others
RM
954,834
1,064,358
1,029,439
1,082,836
550
25,500
83,715
583,737
1,082,910
799,651
65,020
1,465,068
6,736,896
1,168,068
18,393,243
Total
RM
(Incorporated in Malaysia)
112
The Group
Period Ended 31.3.2013 (15 Months)
Dividend
paid/payable
RM
1,223,673
454,498
769,005
8,530,229
351,969
1,132,848
952,529
1,172,484
268,674
512,643
530,664
585,558
682,464
772,772
797,478
Trade
sales
RM
241,051
162,847
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
66,000
22,800
313,500
Rental
paid/
payable
RM
6,000
90,000
18,000
Secondment
of staff
charges
received/
receivable
RM
96,098
42,531
71,331
937,412
30,197
95,238
84,787
100,122
23,314
42,638
44,169
56,844
59,143
48,265
65,980
Advertising
and promotion
fees received/
receivable
RM
160,163
70,885
118,884
1,562,353
50,328
91,767
158,730
141,312
166,869
38,857
71,063
73,615
94,739
98,572
80,442
109,966
Royalty
fees received/
receivable
RM
14,043
4,143
5,271
25,038
5,723
43,665
11,462
4,206
12,683
2,180
7,331
3,718
2,460
4,168
15,893
7,740
Others
RM
1,499,977
572,057
964,491
11,145,032
456,217
135,432
66,000
241,051
162,847
22,800
1,398,278
1,496,334
1,452,158
333,025
633,675
652,166
739,601
844,347
917,372
981,164
Total
RM
Notes to
The Financial
Statements
OLDTOWN BERHAD (797771-M)
(Incorporated in Malaysia)
113
The Group
Period Ended 31.3.2013 (15 Months)
Dividend
paid/payable
RM
693,565
663,446
700
1,556,724
329,493
718,830
3,513,767
471,327
1,201,783
1,122,888
Trade
sales
RM
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
22,500
75,000
22,500
197,600
2,700
Rental
paid/
payable
RM
6,000
30,000
30,000
48,000
Secondment
of staff
charges
received/
receivable
RM
63,727
53,527
87,584
96,420
26,227
61,338
36,437
61,350
65,139
Advertising
and promotion
fees received/
receivable
RM
106,212
89,211
145,973
160,699
43,704
102,231
60,728
102,252
108,565
Royalty
fees received/
receivable
RM
4,026
10,805
72,986
143,088
4,222
5,993
21,491
37,802
30,440
Others
RM
22,500
75,000
22,500
197,600
867,530
825,689
307,243
1,956,931
403,646
918,392
3,513,767
589,983
1,433,187
1,375,032
Total
RM
(Incorporated in Malaysia)
Notes to
The Financial
Statements
Dividend
received/
receivable
RM
Advances
received
RM
Advances
granted
RM
Acquisition
of investment
RM
Rental
paid/
payable
RM
Others
RM
10,779,045
40,000
40,000
2,400,000
2,400,000
5,400,054
5,400,054
2,400,000
2,400,000
12,300,000
12,300,000
20,000,000
1,700,000
3,700,500
25,400,500
200,800
200,800
The Company
Year Ended 31.3.2014 (12 Months)
Total
RM
10,779,045
Subsidiaries
21,949
21,949
2,900,000
2,900,000
26,890,900
5,900
26,896,800
30,000
30,000
24,000,000
24,722,113
4,800
26,790,900
75,517,813
7,650,000
1,950
7,651,950
44,000
44,000
4,000
4,500
8,500
114
Dividend
paid/payable
RM
Dividend
received/
receivable
RM
Advances
received
RM
Advances
granted
RM
Rental
paid/
payable
RM
Others
RM
Total
RM
16,934,500
16,934,500
224,000
224,000
800,000
800,000
2,400,024
2,400,024
1,800,000
1,800,000
5,400,000
5,400,000
8,125,000
2,000,000
280
10,125,280
19,000,000
19,000,000
3,700,000
3,700,000
250,000
250,000
2,000
2,000
7,500,000
34,500,000
42,000,000
4,760,000
9,806
4,769,806
60,000
60,000
30,000
30,000
60,000
60,000
The Company
Period Ended 31.3.2013 (15 Months)
115
Notes to
The Financial
Statements
Year Ended
31.3.2014
(12 Months)
RM
The Group
Period Ended
31.3.2013
(15 Months)
RM
1,474,158
1,307,360
139,167
136,308
1,613,325
1,443,668
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 RM85,271 (2013: RM82,068).
The Company
2014
2013
RM
RM
2014
RM
2013
RM
788,806
2,559,131
69,250,378
69,293,747
19,764,867
29,235,842
29,844,736
14,374,275
81,062
108,086
99,883,920
86,227,153
19,845,929
29,343,928
The Company
2014
2013
%
%
2014
%
2013
%
Fixed deposits
3.00 - 3.15
3.00 - 3.14
2.06 - 2.84
2.07 - 2.95
2.06 - 2.84
2.07 - 2.95
The fixed deposits of the Group have maturity period of 30 days to 365 days (2013: 30 days to 365 days).
The currency profile of fixed deposits, cash and bank balances are as follows:
The Group
The Company
2014
2013
RM
RM
2014
RM
2013
RM
Ringgit Malaysia
80,257,351
83,179,051
19,845,929
29,343,928
14,162,582
Singapore Dollar
2,876,876
1,823,357
Chinese Renminbi
1,498,579
1,088,532
1,224,745
99,883,920
86,227,153
19,845,929
29,343,928
The fixed deposits of the Group with carrying amounts of RM788,806 (2013: RM2,559,131) are placed under lien to local licensed banks
as security for banking facilities granted to the Group as disclosed in Note 32.
116
2013
RM
Authorised:
500,000,000 ordinary shares of RM1 each
500,000,000
500,000,000
500,000,000
500,000,000
363,000,000
330,000,000
363,000,000
330,000,000
33,000,000
33,000,000
90,597,242
90,597,242
453,597,242
363,000,000
453,597,242
363,000,000
As approved by the shareholders at the Extraordinary General Meeting held on January 6, 2014, the issued and paid-up ordinary share capital of the
Company was increased from RM363,000,000 to RM453,597,242 during the financial year by way of a bonus issue of 90,597,242 new ordinary
shares of RM1 each through the capitalisation of RM40,000,000 and RM50,597,242 from share premium and retained earnings respectively on the
basis of one (1) bonus share for every four (4) existing ordinary shares held.
These new shares rank pari passu with the then existing ordinary shares of the Company.
Highest price
paid per share
RM
Average price
paid per share
(including
incidental costs)
RM
Total
consideration
RM
2.83
2.90
2.87
28,744
401,000
2.40
2.59
2.44
978,409
200,000
2.38
2.39
2.40
479,355
No. of shares
repurchased
RM
Lowest price
paid per
share
RM
10,000
November 2013
December 2013
Month
July 2013
611,000
1,486,508
During the financial year, the Company repurchased a total of 611,000 units (2013: Nil) of its own shares from the open market of Bursa Malaysia
Securities Berhad for total cost of RM1,486,508 (2013: Nil) and has been deducted from equity. The average price paid for the shares repurchased
during the year was RM2.43 (2013: Nil) 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, 2014, 611,000 (2013: Nil) out of the total of 453,597,242 (2013: 363,000,000) 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, 2014 after excluding the Treasury
Shares is 452,986,242 (2013: 363,000,000).
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.
117
Notes to
The Financial
Statements
28. Reserves
The Group
The Company
2014
2013
RM
RM
2014
RM
2013
RM
3,553,644
43,553,644
3,553,644
43,553,644
(222,653,894)
(222,653,894)
1,067,983
(13,155)
1,415,459
1,029,600
488,494
495,037
(216,616,808)
(178,083,805)
4,042,138
44,048,681
Share premium
Reserve arising from restructuring
Share Premium
The Group and
The Company
2014
RM
2013
RM
43,553,644
12,311,332
(40,000,000)
31,350,000
(107,688)
3,553,644
43,553,644
2013
RM
12,311,332
12,311,332
31,242,312
31,242,312
(40,000,000)
3,553,644
43,553,644
118
2014
RM
2013
RM
(222,653,894)
(222,653,894)
2013
RM
(13,155)
6,984
1,081,138
(20,139)
1,067,983
(13,155)
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.
The Company
2014
2013
RM
RM
2014
RM
2013
RM
1,029,600
495,037
(31,582)
1,029,600
253,765
495,037
417,441
(260,308)
1,415,459
1,029,600
488,494
495,037
The investment revaluation reserve represents accumulated gains and losses arising from the changes in fair value 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.
2013
RM
2,192,022
235,562
3,857,209
1,952,704
1,391,386
59,756
301,533
(1,952,704)
Dividend received
(747,710)
(56,000)
5,041,736
2,192,022
119
Notes to
The Financial
Statements
The Group
Minimum
hire-purchase payments
2014
2013
RM
RM
582,175
721,303
545,735
648,266
276,352
870,005
266,403
829,119
3,039
8,427
2,965
7,921
861,566
1,599,735
815,103
1,485,306
(46,463)
(114,429)
815,103
1,485,306
815,103
1,485,306
(545,735)
(648,266)
269,368
837,040
The Group
2014
RM
2013
RM
2015
567,856
2016
207,054
206,870
2017
49,799
49,799
2018
4,594
4,594
2019
4,956
4,956
2,965
2,965
269,368
837,040
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 (2013: 5 to 9 years). For the financial year ended March 31, 2014, the effective hire-purchase interest rates of the
Group ranged from 4.25% to 7.11% (2013: 4.25% to 8.03%) 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
2014
RM
2013
RM
23,482,115
28,606,302
4,449,495
23,482,115
33,055,797
(3,379,905)
(7,767,923)
Non-current portion
20,102,210
25,287,874
Secured :
Term loans
Trust receipts
2013
RM
2015
3,556,868
2016
3,435,771
3,724,516
2017
3,531,440
3,903,290
2018
3,631,449
3,371,539
2019
2,496,206
4,557,276
7,007,344
6,174,385
20,102,210
25,287,874
The Groups term loans and other banking facilities with licensed banks amounting to RM54,320,580 (2013: RM61,058,817) 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 as disclosed in Note 16;
(iii) Letter of set-off of fixed deposits as disclosed in Note 26; and
(iv) A stamped facility agreement of RM31.003 million.
Certain term loans and other banking facilities are also guaranteed by the Company, the directors of the Company and the ultimate holding company
jointly and severally.
The Group has nine (9) term loans:
(a) a fifteen (15) year term loan of RM458,000 (2013: RM458,000) which is repayable by 180 monthly instalments of RM4,130 each commencing
October 2008 and RM3,393 each commencing December 2009;
(b) an eight (8) year term loan of RM8,000,000 (2013: RM8,000,000) which is repayable by 95 monthly instalments of RM98,260 each commencing
January 2013 with a last instalment of RM97,918;
(c) an eight (8) year term loan of RM9,000,000 (2013: RM9,000,000) which is repayable by 95 monthly instalments of RM110,543 each commencing
May 2013 with a last instalment of RM112,920;
(d) a five (5) year term loan of USD1,710,000 (2013: Nil) which is repayable by 20 quarterly principal instalments of USD95,001 each commencing
November 2013;
121
Notes to
The Financial
Statements
(e) a ten (10) year term loan of RM1,147,500 (2013: RM1,147,500) which is repayable by 60 monthly instalments of RM11,893 each for the first to fifth
year commencing October 14, 2009 and 60 monthly instalments of RM12,185 each for the sixth to tenth year commencing October 14, 2014;
(f) a ten (10) year term loan of RM552,500 (2013: RM552,500) which is repayable by 60 monthly instalments of RM5,726 each for the first to fifth year
commencing October 14, 2009 and 60 monthly instalments of RM5,867 each for the sixth to tenth year commencing October 14, 2014;
(g) a ten (10) year term loan of RM765,000 (2013: RM765,000) which is repayable by 120 monthly instalments of RM7,892 each with effect from one
(1) month after date of full release of the loan;
(h) a ten (10) year term loan of RM1,349,800 (2013: RM1,349,800) which is repayable by 120 monthly instalments of RM13,924 each with effect from
one (1) month after date of full release of the loan; and
(i) a ten (10) year term loan of RM4,800,000 (2013: RM4,800,000) which is repayable by 120 monthly instalments of RM49,285 each commencing
February 2011.
During the financial year/period, the Group fully settled three (3) term loans as follows:
(a) a seven (7) year term loan of RM4,000,000 (2013: RM4,000,000) which was repayable by 84 monthly instalments of RM58,051 each commencing
April 2010;
(b) a ten (10) year term loan of RM2,500,000 (2013: RM2,500,000) which was repayable by 120 monthly instalments of RM28,451 each commencing
May 2010; and
(c) a ten (10) year term loan of RM1,415,000 (2013: RM1,415,000) which was repayable by 60 monthly instalments of RM14,665 each for the first to
fifth year commencing October 30, 2008 and 60 monthly instalments of RM15,025 each for the sixth to tenth year commencing October 30, 2013.
The fair values of the bank borrowings of the Group approximate their carrying amounts.
The effective interest rates per annum are as follows:
The Group
Term loans
Trust receipts
Bank overdrafts
2014
%
2013
%
3.09 - 5.80
4.02 - 7.60
3.24
3.24
4.50 - 7.35
Ringgit Malaysia
United States Dollar
122
2014
RM
2013
RM
18,517,155
28,606,302
4,964,960
4,449,495
23,482,115
33,055,797
2013
RM
1,930,393
2,060,600
1,041,088
1,075,883
290,913
420,544
1,332,001
1,496,427
3,262,394
3,557,027
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 the statements of profit or loss on a
straight-line basis over the term of the franchise agreement of 5 years (2013: 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 the statements of profit or loss on a straight-line basis over
the term of the agreement of 1 year (2013: 1 year).
2013
RM
120,897
120,897
At beginning of year/period
80,089
49,865
Amortisation
24,179
30,224
104,268
80,089
16,629
24,180
16,628
16,629
40,808
Cost
At beginning and end of year/period
Accumulated amortisation
Deferred capital grant relates to government grant received for the acquisition of plant and machinery. There are no unfulfilled conditions or contingencies
attached to this grant.
123
Notes to
The Financial
Statements
The Company
2014
2013
RM
RM
2014
RM
2013
RM
Trade payables
17,167,315
19,511,887
Other payables
16,374,381
7,865,509
7,746,994
133,924
33,541,696
27,377,396
7,746,994
133,924
12,063,599
9,654,566
80,000
72,785
4,239,107
3,012,890
49,844,402
40,044,852
7,826,994
206,709
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 (2013: 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 RM250,588 (2013: RM554,532).
The amounts owing to other payables of the Group mainly consist of dividend payable, retention sum on the construction of the factory building and
relate to purchase of property, plant and equipment. The remaining amount owing to other payables are unsecured, interest-free and repayable upon
demand.
The currency profile of trade and other payables is as follows:
The Group
2013
RM
31,629,186
26,645,643
7,746,994
133,924
770,423
Chinese Renminbi
510,503
Singapore Dollar
337,012
338,816
155,895
392,937
Thai Baht
138,677
33,541,696
27,377,396
7,746,994
133,924
Ringgit Malaysia
124
The Company
2014
2013
RM
RM
2014
RM
36. Dividends
The Group and
The Company
2013
2014
RM
RM
Final dividend of 3.0 sen per share, single tier for 2013
(2013: 4.0 sen per share, single tier for 2011)
10,889,700
13,200,000
13,589,587
19,800,000
24,479,287
33,000,000
A final dividend declared in respect of the financial period ended March 31, 2013 under single tier tax system of 3.0 sen per share, amounting to
RM10,889,700 was paid on October 30, 2013.
An interim dividend declared in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,589,587 was
paid on April 17, 2014.
Net dividend per share during the year is 6.0 sen (2013: 10.0 sen).
The directors proposed a final dividend of 3.0 sen per share, amounting to RM13,589,587 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 611,000 ordinary shares of RM1.00 each in respect of
the current financial year. 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, 2015.
The Company
2014
2013
RM
RM
2014
RM
2013
RM
42,107,560
46,258,258
5,370
123,170
133,841,597
64,911,665
1,562,022
1,349,508
44,000
99,883,920
86,227,153
19,845,929
29,343,928
1,086,567
1,086,567
66,516,766
71,235,042
25,488,494
30,495,037
49,844,402
40,044,852
7,826,994
206,709
6,072,479
87,936
5,917,755
9,188,896
815,103
1,485,306
23,482,115
33,055,797
Financial assets
Loans and receivables:
Trade and other receivables
Amount owing by subsidiaries
Amount owing by associates
Fixed deposits, cash and bank balances
Available-for-sale:
Financial liabilities
Amortised cost :
Trade and other payables
Amount owing to ultimate holding company
Amount owing to subsidiaries
Hire-purchase payables
Borrowings
125
Notes to
The Financial
Statements
Year Ended
31.3.2014
(12 Months)
RM
Profit or Loss
Period Ended
31.3.2013
(15 Months)
RM
HKD
439,236
58,581
SGD
135,786
63,898
RMB
22,232
USD
(15,555)
137,295
BAHT
(3,120)
36,405
The above impact are mainly attributable to the exposure on relevant currencies for receivables, bank balances, payables, borrowings and amount owing
by associate of the Group outstanding at the end of the reporting date. 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.
126
127
Notes to
The Financial
Statements
Intercompany Balances
The Company provided unsecured advances to its subsidiaries. There is no fixed repayment terms imposed on intercompany balances as the credit
risk is managed on a group basis by the management of the Company to ensure that risk of losses incurred by the Company due to non-repayment by
subsidiaries, is minimal.
At the end of the reporting date, the maximum exposure to credit risk is represented by the carrying amounts in the statements of financial position.
At the end of the financial date, there was no indication that the balances due from subsidiaries are not recoverable.
Financial Guarantee
The Company provides unsecured financial guarantees to licensed banks in respect of credit facilities granted to subsidiaries. The Company monitors on
an ongoing basis the trend of repayments made by the subsidiaries.
The maximum exposure to credit risk amounts to RM20,393,276 (2013: RM25,306,356) representing the outstanding balance of credit facilities of
subsidiaries in which financial guarantees are given as of the end of the reporting date.
At the end of the reporting date, there was no indication that the subsidiaries would default on repayment.
Other Financial Assets
The credit risk on liquid funds are limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
42,107,560
42,107,560
1,562,022
1,562,022
101,579,795
101,579,795
1,086,567
1,086,567
66,516,766
66,516,766
211,766,143
1,086,567
212,852,710
The Group
2014
Non-derivative financial assets:
128
On demand or
within 1 year
RM
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
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
46,258,258
46,258,258
1,349,508
1,349,508
88,021,354
88,021,354
1,086,567
1,086,567
25,693,547
45,541,495
71,235,042
161,322,667
45,541,495
1,086,567
207,950,729
40,044,852
40,044,852
87,936
87,936
721,303
870,005
8,427
1,599,735
9,057,830
20,773,853
8,989,091
38,820,774
49,911,921
21,643,858
8,997,518
80,553,297
111,410,746
23,897,637
(7,910,951)
127,397,432
The Group
2014
Non-derivative financial liabilities:
Trade and other payables
Amount owing to ultimate holding company
Hire-purchase payables
Borrowings
Total undiscounted non-derivative financial liabilities
Total net undiscounted non-derivative
financial assets/(liabilities)
The Group
2013
Non-derivative financial assets:
129
Notes to
The Financial
Statements
On demand or
within 1 year
RM
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
5,370
5,370
133,841,597
133,841,597
44,000
44,000
20,330,169
20,330,169
25,488,494
25,488,494
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
123,170
123,170
64,911,665
64,911,665
30,077,748
30,077,748
15,047,654
15,447,383
30,495,037
110,160,237
15,447,383
125,607,620
206,709
206,709
9,188,896
9,188,896
9,395,605
9,395,605
100,764,632
15,447,383
116,212,015
The Company
2014
Non-derivative financial assets :
Trade and other receivables
Amount owing by subsidiaries
Amount owing by associates
Cash and cash equivalents
Available-for-sale :
Other investments - quoted unit trusts
Total undiscounted non-derivative financial assets
Non-derivative financial liabilities :
The Company
2013
Non-derivative financial assets :
Trade and other receivables
Available-for-sale :
Other investments - quoted unit trusts
Total undiscounted non-derivative financial assets
Non-derivative financial liabilities :
Trade and other payables
The Group and the Company have not committed to any derivative financial instruments during the financial year.
130
Cash purchase
Amount owing to trade and other payables
Advance payment for acquisition of property,
plant and equipment in previous year
Trade-in
Year Ended
31.3.2014
(12 Months)
RM
The Group
Period Ended
31.3.2013
(15 Months)
RM
The Company
Year Ended
Period Ended
31.3.2014
31.3.2013
(12 Months)
(15 Months)
RM
RM
17,365,805
63,681,693
98,594
1,595,692
2,615,680
4,089,436
10,823
13,775
174,228
2,034,065
13,000
20,155,713
69,818,194
109,417
1,609,467
The principal amounts of instalment repayments for property, plant and equipment acquired by hire-purchase are reflected as cash outflows from
financing activities.
(b) Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents include fixed deposits, short-term investment funds and cash and bank
balances. Cash and cash equivalents at the end of the reporting period as shown in the statements of cash flows can be reconciled to the related items
in the statements of financial position as follows:
The Group
2013
RM
788,806
2,559,131
69,250,378
69,293,747
19,764,867
29,235,842
29,844,736
14,374,275
81,062
108,086
99,883,920
86,227,153
19,845,929
29,343,928
(788,806)
(2,559,131)
99,095,114
83,668,022
19,845,929
29,343,928
Fixed deposits
131
The Company
2014
2013
RM
RM
2014
RM
Notes to
The Financial
Statements
2014
RM
2013
RM
11,197,397
24,855,998
The Company
2014
2013
RM
RM
-
60,000
The Company
2014
2013
RM
RM
2014
RM
2013
RM
9,798,503
12,947,536
4,000
6,671,787
12,331,408
15,710
16,470,290
25,294,654
4,000
132
The Company
2014
2013
RM
RM
2014
RM
2013
RM
368,548
5,212,276
204,660
310,927
916,047
368,548
6,128,323
204,660
310,927
The Company
2014
2013
RM
RM
2014
RM
2013
RM
134,415,997
140,262,374
2,298,506
1,074,751
(2,150,198)
852,117
(27,228)
190,642
71,262
54,447
132,309,833
141,359,580
2,298,506
1,074,751
(38,513,700)
(21,425,170)
93,796,133
119,934,410
2,298,506
1,074,751
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.
133
Statement by
Directors
(Incorporated in Malaysia)
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, 2014 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 42, 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.
Signed in accordance with a resolution of the Directors,
DATUK DR. AHMED TASIR BIN LOPE PIHIE,
PJN, PMP, JSM, FASc
MR. LEE SIEW HENG
Ipoh,
July 23, 2014
Declaration By
The Officer Primarily
Responsible For
The Financial
Management of
The Company
I, MS. CHAO KAR PO, 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 23rd day of July, 2014.
Before me,
WILSON ARUMI DHAS (A182)
COMMISSIONER FOR OATHS
134
(Incorporated in Malaysia)
(Incorporated in Malaysia)
Title/Location
List of
Properties
Owned by
Oldtown Group
Tenure
Approximate
Age of
Building
(Years)
Audited Net
Book Value
(RM)
Date of
Revaluation/
*Date of
Acquisition
Freehold
13 years
138,380
07.01.2011*
Built-up
area : 818
Freehold
13 years
143,055
03.01.2011*
Apartment used as
accommodation
for factory staff
Built-up
area : 818
Freehold
13 years
154,275
25.01.2011*
Apartment used as
accommodation
for factory staff
Built-up
area : 818
Freehold
13 years
201,242
06.12.2012*
Apartment used as
accommodation
for factory staff
Built- up
area : 818
Freehold
13 years
144,925
04.01.2011*
Apartment used as
accommodation
for factory staff
Built-up
area: 818
Freehold
13 years
144,925
04.01.2011*
Description and
Existing Use/
Number of storey
Land Area/
Built up Area
(Sq feet)
Apartment used as
accommodation
for factory staff
Built-up
area : 818
Apartment used as
accommodation
for factory staff
135
List of
Properties
Owned by
Oldtown Group
Title/Location
Approximate
Age of Building
(Years)
Audited Net
Book Value
(RM)
Date of
Revaluation/
*Date of
Acquisition
Leasehold of
60 years,
expiring on
29.03.2052
17 years
227,565
10.02.2009*
2,399 /
2,400
Leasehold of
60 years,
expiring on
29.03.2052
17 years
210,598
04.05.2006*
Land area:
21,466
Leasehold of
99 years,
expiring on
17.04.2093
N/A
367,488
18.08.2006*
Land area:
59,656
Leasehold of
99 years,
expiring on
09.12.2107
N/A
6,061,047
18.05.2010*
Description and
Existing Use/
Number of storey
Land Area/
Built up Area
(Sq feet)
2,399 /
2,400
10
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
8 years
680,000
31.03.2014
12
2,830 /
8,365
Freehold
5 years
1,347,202
15.10.2009
136
Tenure
Title/Location
13
14
15
16
137
Tenure
Approximate
Age of Building
(Years)
Audited Net
Book Value
(RM)
Date of
Revaluation/
*Date of
Acquisition
Freehold
5 years
1,000,000
31.03.2014
4,767/
12,854
Leasehold of
of 99 years
expiring on
28.03.2106
5 years
3,218,642
30.04.2009
As at 31.03.2014,
the shop office was
under construction.
It is planned to be
used to operate an
OLDTOWN WHITE
COFFEE cafe outlet /
2 storeys
Built-up
area :
4,147
Leasehold of
999 years,
expiring on
30.12.2896
Less than
1 year
1,562,980
21.09.2012*
As at 31.03.2014,
the shop office was
under construction.
It is planned to be
rented out /
2 storeys
Built-up
area:
3,160
Leasehold of
999 years,
expiring on
30.12.2896
Less than
1 year
887,210
21.09.2012*
Description and
Existing Use/
Number of storey
Land Area/
Built up Area
(Sq feet)
1,399 /
4,168
List of
Properties
Owned by
Oldtown Group
Title/Location
17
18
Approximate
Age of Building
(Years)
Audited Net
Book Value
(RM)
Date of
Revaluation/
*Date of
Acquisition
Leasehold of
99 years
expiring on
01.07.2072
1 year
50,769,824
09.01.2013
10,491 /
9,770
Leasehold of
99 years,
expiring on
04.07.2094
17 years
760,000
31.03.2014
Factory
and office /
1 storeys
10,491 /
7,780
Leasehold of
99 years,
expiring on
04.07.2094
17 years
730,000
31.03.2014
10,168 /
40,507
Leasehold of
99 years,
expiring on
27.04.2088
22 years
1,253,164
27.07.2005*
Description and
Existing Use/
Number of storey
Land Area/
Built up Area
(Sq feet)
Office,
recreation block
and canteen,
factory,
warehouse /
3 storeys
2 storeys
2 storeys
1 storey
391,923 /
207,549
20
138
Tenure
21
Approximate
Age of Building
(Years)
Audited Net
Book Value
(RM)
Date of
Revaluation/
*Date of
Acquisition
Leasehold of
99 years,
expiring on
22.05.2089
2 years
251,767
28.06.2012*
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
2 years
195,877
16.01.2012*
Used as Staff
Accommodation
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
2 years
195,877
16.01.2012*
Used as Staff
Accommodation
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
2 years
195,877
16.01.2012*
Built up area:
600
Freehold
17 years
720,000
31.03.2014
Title/Location
Description and
Existing Use/
Number of storey
Land Area/
Built up Area
(Sq feet)
Used as Staff
Accommodation
2,830 /
2,482
Used as Staff
Accommodation
23
24
25
139
Tenure
Analysis of
Shareholdings
as at 10 July 2014
SHARE CAPITAL
Authorised Share Capital
RM500,000,000
RM453,597,242
Class of Shares
Voting rights
ANALYSIS OF SHAREHOLDINGS
Size of
Shareholdings
No of
Shareholders
No of
Shares Held
% of Issued Share
Capital*
89
487
2,577
741
160
2.19
12.00
63.52
18.26
3.94
3,797
276,923
10,397,874
19,586,477
175,034,396
0.00
0.06
2.30
4.32
38.64
3
4,057
0.07
100
247,682,775
452,982,242
54.68
100.00
SUBSTANTIAL SHAREHOLDERS
As per the Register of Substantial Shareholders
Direct Interest
Indirect Interest
No of
Shares Held
% of Issued
Share Capital*
No of
Shares Held
% of Issued
Share Capital*
197,258,500
6,250,000
375,000
32,276,600
30,137,050
24,169,725
23,527,950
43.55
1.38
0.08
7.13
6.65
5.34
5.19
197,258,500 (1)
197,258,500 (1)
197,296,000 (2)
-
43.55
43.55
43.55
-
Name
No of
Shares Held
% of Issued
Share Capital*
No of
Shares Held
% of Issued
Share Capital*
25,000
6,250,000
62,500
125,000
375,000
465,937
0.01
1.38
0.01
0.03
0.08
0.10
197,258,500 (1)
197,258,500 (1)
-
43.55
43.55
-
Name
Indirect Interest
Notes:1) Deemed interested by virtue of their shareholdings in Old Town International Sdn Bhd , pursuant to Section 6A of the Companies Act, 1965
2) Deemed interested by virtue of their 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 452,982,242 shares, which does not include 615,000 treasury shares
140
141
NAME
No of
Shares Held
% of Issued
Share Capital*
189,886,000
41.92
33,627,050
7.42
24,169,725
5.34
10,911,250
2.41
10,322,275
2.28
9,908,125
2.19
7,800,125
1.72
7,372,500
1.63
7,000,000
1.55
10
6,250,000
1.38
11
5,669,200
1.25
12
4,731,000
1.04
13
4,636,475
1.02
14
4,328,375
0.96
15
4,288,600
0.95
16
4,000,000
0.88
17
3,516,650
0.78
18
3,453,200
0.76
19
3,019,400
0.67
20
3,000,000
0.66
Analysis of
Shareholdings
as at 10 July 2014
NAME
% of Issued Share
Capital*
21
2,836,025
0.63
22
2,711,800
0.60
23
2,684,300
0.59
24
2,126,875
0.47
25
2,020,362
0.45
26
2,013,628
0.44
27
1,956,200
0.43
28
1,901,500
0.42
29
1,875,000
0.41
30
1,842,500
0.41
369,858,140
81.65
Total
142
No of
Shares Held
(Incorporated in Malaysia)
(Incorporated in Malaysia)
Notice of
Annual General
Meeting
NOTICE IS HEREBY GIVEN THAT the Sixth (6th) Annual General Meeting (AGM) of Oldtown Berhad (Oldtown or the Company) will be held at Impiana
Hotel, Ballroom 1 & 2, 18 Jalan Raja Dr Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan on Wednesday, 10 September 2014 at 10.30 a.m. to transact the
following businesses:-
Agenda
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 March
2014 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 2014.
Ordinary Resolution 1
3. To approve the payment of Directors fees of RM153,000 for the financial year
ended 31 March 2014.
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
5. To re-elect Dato Wong Guang Seng who retires pursuant to Article 91 of the
Companys Articles of Association.
Ordinary Resolution 6
Ordinary Resolution 7
As Special Business:
To consider and if thought fit, to pass the following resolutions:7. 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.
143
Ordinary Resolution 8
Notice of
Annual General
Meeting
whichever is earlier.
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.
144
Ordinary Resolution 9
145
Ordinary Resolution 10
Notice of
Annual General
Meeting
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 authorized 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
2014. Only a depositor whose name appears on the General Meeting Record of Depositors as at 2 September 2014 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 2014 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 8 - Authority to Allot and Issue Shares pursuant to Section 132D of The Companies Act, 1965
The proposed Ordinary Resolution 8 is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Companies Act, 1965. The
Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the above 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 Companies Act, 1965 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.
As at the date of this Notice, the Company did not issue any new shares pursuant to Section 132D of the Companies Act, 1965 under the general mandate which was
approved at the Fifth AGM of the Company held on 26 September 2013 and which will lapse at the conclusion of the Sixth AGM. A renewal of this authority is being
sought at the Sixth AGM.
The proposed Ordinary Resolution 9, 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 2014 circulated together
with this Annual Report.
The proposed Ordinary Resolution 10, 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 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 2014 circulated together with this Annual Report.
146
(Incorporated in Malaysia)
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 Sixth (6th) Annual General
Meeting of the Company, to be held at Impiana Hotel, Ballroom 1 & 2, 18 Jalan Raja Dr Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan on
Wednesday, 10 September 2014, at 10.30 a.m. and, at every 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
Ordinary Resolution 10
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
2014
Proxy 2
NOTES:
147
Affix RM0.80
Stamp
The measure of
intelligence is the
ability to change.
Albert Einstein