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OLDTOWN BERHAD797771-M
Incorporated In Malaysia
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Contents
2 Our Legacy
Vision, Mission Statement & Business Overview
4 Group Structure
5 Corporate Information
6 Board of Directors Profile
10 Chairmans Statement
14 Group ManagingDirectors Reviewof Operations
22 Financial Highlights
23 Sustainability & Corporate Responsibility
27 Corporate Responsibility
29 Corporate Governance Statement
37 Audit Committee Report
40 Statement On Risk Management & Internal Control
42 Additional Compliance Information
49 Financial Statements
136 List of Properties Owned by Oldtown Group
141 Analysis of Shareholdings
145 Notice of Annual General Meeting
Proxy Form
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Our Legacy
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Vision
Business Overview
Mission Statement
OUR PEOPLE :
We Believe That Our People Are Our Assets
We acknowledge and appreciate our people as those who grow
with us and for their full dedication. We value them for their
effort and what they are able to bring to the company, hence
we constantly provide a platform and opportunities for career
growth and enrichment of knowledge. We cultivate the passion of
delighting our consumers into all our staffs to bring forth the best
experience possible.
Community :
We Nurture The Community
We are aware and committed to our community hence we operate
our business in a manner that does not compromise the wellness
of our future generations. We are passionate about our corporate
responsibilities and do our best to provide for the community
in different ways, from doing our part for the earth we live in to
providing underprivileged children with better homes. We will not look
lightly upon our social responsibilities as we believe in giving back to
the community as part of the effort towards a better future.
Our Consumers :
We Delight Our Consumers with Our Products
We are consumer centric and are always focused on consumer
needs. Hence we are dedicated to delighting our consumers with
all our product offerings, by committing ourselves in sourcing the
finest ingredients through ethical ways to provide them with the best
quality products. We hold strongly to our origins in order to bring to
consumers the authentic experience that they expect to enjoy.
MOTHER EARTH :
We Do Our Part in Saving Mother Earth
We are attuned with the growing needs to nurture our mother earth
and to do our part in caring for the environment. With this, we share
and grow the passion and knowledge of caring for the environment
with our partners and consumers for them to live this together with
us as part of our corporate values.
INVESTORS :
We Focus on Prospering Our Investors
We are dedicated to growing and maximising the financial rewards of
our investors as we see it as a platform for our company to continue
to provide to our consumers and the community.
Group
Structure
as at 31 March 2016
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Corporate
Information
Board of Directors
Datuk Dr. Ahmed Tasir
Bin Lope Pihie
PJN, PMP, JSM, FASc
Independent Non-Executive
Chairman
Independent Non-Executive
Director
Executive Director
Executive Director
Independent Non-Executive
Director
Board Committees
Audit Committee
Remuneration Committee
Nomination Committee
Chairman
Chairman
Chairman
Company Secretaries
Principal Bankers
Main Market of
Bursa Malaysia Securities Berhad
(Listed since 13 July 2011)
Stock Name: OLDTOWN
Stock Code: 5201
Registered Office
Share Registrar
Head Office
No. 2, Jalan Portland,
Kawasan Perindustrian Tasek,
31400 Ipoh, Perak.
Tel : (605) 541 5511
Fax: (605) 541 2860
Website
www.oldtown.com.my
Statutory Auditors
Messrs. Deloitte (AF0080)
Chartered Accountants
Level 2, Weil Hotel
292, Jalan Sultan Idris Shah,
30000 Ipoh, Perak Darul Ridzuan
Tel: (605) 254 0288
Fax: (605) 254 7288
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Board of
le
Directors Profi
Datuk Ahmed Tasir was appointed to the Board on 10 November 2009. He is the Chairman
of the Nomination Committee and a member of the Audit Committee and Remuneration
Committee respectively. He holds a Doctor of Philosophy (PhD) in Science and Technology
Policy from the University of Manchester, Master of Science in Seed Technology from the
University of Edinburgh, Scotland and a Bachelor in Agriculture Science from the University
of Malaya. He was with the Malaysian Agricultural Research and Development Institute
(MARDI) from 1972 to 1992 and last held the post as a Director before he left the Institute.
He was the Chief Executive Officer of the Malaysia Industry-Government Group for High
Technology (MIGHT) from 1993 to 2008. He was a Director of Inno Bio Ventures Sdn Bhd
and Inno Biologics Sdn Bhd from 2003 to 2015 and acted as President of the companies
from 2011 to 2015. He is presently the Chairman of Strand Aerospace Malaysia Sdn Bhd
and board member of Mara Aerospace Technologies Sdn Bhd, Universiti Kebangsaan
Malaysia (UKM) and several private companies. Datuk Ahmed Tasir is a Council member of
Hospital Tuanku Mukriz and a Fellow of The Academy of Science Malaysia.
Mr Lee was appointed to the Board on 30 November 2007. He is also a member of the
Remuneration Committee. He brings with him invaluable industry experience, having
accumulated more than 24 years of experience in the manufacturing and retailing
industries, of which more than 14 years is in the coffee beverage industry. He has been
instrumental in the growth and development of the Oldtown Group of Companies and has
been a key driving force in the expansion of the Groups beverage manufacturing and
cafe chain operation businesses. Upon completion of his secondary education in 1986,
he started his career as a Production Manager of Chong Ngai Knitting Factory Sdn Bhd, a
garment manufacturer and was later promoted to the position of a General Manager. He
left the company in 1997 to become a Director of CN Supplies Sdn Bhd which was trading
in hotel supplies. In 2001, he joined White Cafe Marketing Sdn Bhd, a company in the
Oldtown Group as a Managing Director and was subsequently re-designated as the Group
Managing Director of Oldtown Group in 2009. He holds directorships in several private
companies and is currently the Chairman of Old Town International Sdn Bhd, the holding
company of Oldtown Berhad.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Dato Wong was appointed to the Board on 1 April 2014. He was appointed Chairman of the
Audit Committee on 3 November 2014. He is also a member of the Nomination Committee
and Remuneration Committee. Dato Wong is a Fellow of the Institute of Chartered
Accountants (England & Wales) as well as a Chartered Management Accountant (UK). He is
also a member of Malaysian Institute of Accountants (MIA), Malaysian Institute of Certified
Public Accountants (MICPA) and an Associate of Chartered Tax Institute of Malaysia (ACTIM).
He holds a Master Degree in Business Administration (MBA) from the Cranfield Institute
of Technology (UK). Dato Wong has served Deloitte for over 42 years, holding various
positions including Senior Partner, Head of Clients and Markets as well as Exco Member of
Deloitte Malaysia. He is currently an Executive Director of AG Legal Tax Services Sdn. Bhd.
Dato Wong also sits on the board of Unisem (M) Berhad as an Independent Non-Executive
Director.
Mr Tan was appointed to the Board on 7 November 2012. Mr Tan is the Chairman of
the Remuneration Committee and is a member of the Audit Committee and Nomination
Committee of Oldtown Berhad. He graduated with a honours degree in Bachelor of Civil
Engineering from the National University of Singapore in 1985. He joined WTS Konsultant
in Kuching from 1985 to 1990 as a Civil Engineer. He was the Managing Director of Uomo
Donna Sarawak Sdn Bhd from 1991 to 1993 and was appointed Chief Executive Officer of
PT Indoscala, Indonesia, a wholesaler and retailer of ladies apparel, from 1993 to 1996.
He is a business entrepreneur with more than 19 years of experience in construction and
property development which include a golf course township development. Mr Tan is the
founder and Vice Chairman of Eduland China with 14 years of experience in the setting
up, operation and franchise of a chain of Bilingual Early Childhood Education centres in
Shanghai City, Suzhou and Zhejiang Provinces to provide quality early childhood care
and education at purpose built kindergarten buildings located at premium township and
residential area.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Board of
le
Directors Profi
Mr Chuah was appointed to the Board on 10 November 2009. He graduated with a Bachelor
of Business, majoring in Marketing from the University of Tasmania, Australia in 1997. He is
also a certified marketer of the Chartered Institute of Marketing, United Kingdom. He has more
than 18 years of extensive experience in Sales and Marketing. His career started in 1997
as a Sales Executive with Besta Computerized Dictionary Sdn Bhd, a distributor of computer
dictionary products. He joined White Cafe Sdn Bhd in 1999 as Marketing Manager and was
promoted to Senior Marketing Manager in 2003 and subsequently the Group Marketing
General Manager in 2007. He currently assumes the role of Chief Operating Officer of the Fast
Moving Consumer Group (FMCG) sector of the Group. He is responsible for the overall business
strategy formulation, objectives setting and strategy implementation for all FMCG activities
and businesses including sales and marketing, manufacturing and research and development
functions. He is also heading the Group Marketing Communication Division.
Mr Clarence D Silva was appointed to the Board on 10 November 2009. He has over a span of
33 years in the Food Service industry where he managed several International Brands and has
done start up for new food business in Indonesia, Thailand, Philippines, Hong Kong and Malaysia
and served in several senior positions with several Multi-National Companies. He graduated with a
Bachelor of Business Administration from the California Technical College, United States in 1982.
His career started in 1983 when he joined Kentucky Fried Chicken as a Management Trainee.
In 1989, he took up employment with Carls Jr. Asia Development Corporation, part of the MBF
Group of Companies and was eventually promoted to General Manager of the brand in Thailand.
In 1998, he joined Sushi Kin Sdn Bhd as the General Manager/Chief Operating Officer and was
appointed to the Board of Directors of the company in 2000. In 2003, he joined Yoshinoya Food
Systems, part of the Wing Tai Asia Limited in Singapore as the Chief Operating Officer. In 2006, he
took up the position of Chief Operating Officer with FB Food System (HK) Ltd, a subsidiary of Far
East Consortium, Hong Kong. He joined Oldtown Group of Companies in 2009 and is currently the
Chief Operating Officer of the Food and Beverage (F&B) Sector of the Oldtown Group. His main
responsibilities include overseeing the domestic and international F&B operations, distribution and
logistics as well as the development of the F&B franchise business of the Group.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Executive Director
Aged 45, Male, Malaysian
the social responsibility functions of the Group via Oldtown Children Care Fund (OCAF) and
Oldtown Earthcare activities. He is a director of several private companies which are involved
in property investments and cafe and restaurant business.
Mr Tan was appointed to the Board on 10 November 2009. He has more than 16 years of
experience in the coffee manufacturing industry. As the co-founder of the Oldtown Group
of Companies, he is instrumental in the formulation of the blend of white coffee, which
started the beverage manufacturing business of the Group. He obtained a Diploma in Hotel
Business Management from Syuen Hotel and Catering Management Institute, Ipoh in 1996.
His career started in 1997 as Commis One at the Pangkor Laut Resort Hotel where he was
mainly involved in the preparation of food for the hotels food and beverage outlets. In 1999,
he co-founded and established White Cafe Sdn Bhd and was appointed Director of White
Cafe Sdn Bhd. He was appointed Business Development Director of Kopitiam Asia Pacific
Sdn Bhd and was responsible for the cafe outlet operations from 2005 to 2009 and held the
position of Corporate Relations Director where he was responsible for fostering corporate
relations with franchisees, landlords, business associates and business partners from
Executive Director
Aged 41, Male, Malaysian
2009 to 2013. Mr Tan and Mr Goh are currently assuming a co-advisory role to the Group
Managing Director in matters relating to the FMCG segment in relation to the production of
coffee mixtures.
3. Conviction of Offences
4. Directors Shareholdings
The details of Directors interest in securities of the Company
are set out in the Analysis of Shareholdings on page 142 of this
Annual Report.
5. Attendance of Board Meetings
The details of attendance of Directors at the Board Meetings are
set out in the Corporate Governance Statement on page 34.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Chairmans
Statement
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the
Annual Report and the Audited Financial Statements of OLDTOWN
Berhad and the Group for the financial year ended 31 March 2016
(FYE2016).
The Group continued to sustain its growth in generating profitability
and creating shareholders value in a challenging business
environment in FYE2016.
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OLDTOWN BERHAD797771-M
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REVIEW OF OPERATIONS
The Group Managing Directors Review of Operations is covered
separately in this Annual Report.
BUSINESS PROSPECTS
The Groups financial track record, solid balance sheet, superior
products and customer service, will capitalise on these strengths to
grow its business. We will remain focused on its time-tested organic
growth strategies while pursuing innovation for new and improved
products and services.
Customer centricity will be a focal point in the Groups business
operations. Meeting customers expectations, offering high value
meals and fulfilling their food choices, is at the centre of everything
we do for customers.
We will also keep growing the Groups integrated business model,
comprising the F&B and FMCG segments that have proven to be
highly successful in developing core and new markets in the AsiaPacific region.
The business model enables us to control most aspects of the valueadded chain to control product quality and service, and to retain as
much of the profit as possible within the Group.
Looking ahead, despite the challenging external environment and
slow domestic economy, the Group has already built a strong brand
equity position that will boost our market share.
We have in place, the strategy, people and resources to achieve
sustainable growth and deliver more value to our customers and
shareholders.
ACKNOWLEDGEMENTS
On behalf of the Board of Directors, I wish to express my sincere
appreciation to our shareholders, bankers, customers, business
partners and regulatory authorities for their continued support,
guidance and assistance to the Group. The Board would also like
to thank the Management and employees for their hard work,
dedication and loyalty to the Group.
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ng
Group Managi
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of Operations
BUSINESS OVERVIEW
OLDTOWN, An Established Brand Name
OLDTOWN Berhad (the Company or OLDTOWN) and its
subsidiaries (the Group) is one of the most prominent caf chains
and manufacturer of coffee, particularly in the white coffee segment,
in the country.
The OLDTOWN White Coffee brand name is synonymous with
the perfect, original Ipoh white coffee blend and authentic local
Malaysian cuisine. It is a regional caf chain operator with direct
owned, as well as, franchised and licensed OLDTOWN White Coffee
caf outlets, in the food and beverages (F&B) segment.
The Groups principal business activities are in the operation of caf
chain outlets, and manufacturing, marketing and sales of coffee
and other beverages. Beverages include instant coffee mix, instant
milk tea mix, instant chocolate mix, roasted coffee powder and
ready-to-drink coffee. Its products are offered to local and overseas
markets, such as Singapore, Indonesia, Philippines, Thailand, Brunei,
Myanmar, Cambodia, Hong Kong, China, Taiwan, Australia, New
Zealand, United Kingdom, USA, and Canada.
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However, the Groups profit before tax for the year grew by 6.32% or
RM4.056 million from RM64.165 million in FYE2015 to RM68.221
million in FYE2016. Net profit also increased to RM52.272 million in
FYE2016 compared to RM49.080 million in FYE2015, posting a gain
of RM3.192 million or an improvement of 6.50%.
The caf chain segment registered a total revenue and profit before
tax (PBT) of RM193.973 million and RM20.368 million respectively,
whilst the manufacturing of beverages segment revenue accounted
for RM199.433 million and PBT of RM47.534 million in the
financial year. The caf chain operations segment contributed 49%
of the revenue to the Group while the remaining 51% came from
significantly improved revenues by the manufacturing of beverages
segment in FYE2016.
FINANCIAL REVIEW
Modest Performance Amid Softer Economic Condition
The Group posted a marginally lower revenue of RM393.406 million
in FYE2016 compared to RM397.740 million in FYE2015. The
decline in revenue of RM4.334 million or 1.10% was mainly due
to lower revenue from its F&B segment amid a softer economy and
slowdown in consumers spending.
The caf chain revenue and profit declined due to a sluggish economy
which resulted in lower sales and higher operating costs. Generally,
the profitability of cafe chain segment was challenging owing to the
tight labour market and increasingly competitive market conditions.
During FYE2016, the Group conducted its annual goodwill
impairment test and recorded an impairment loss on goodwill of
RM3 million. After excluding the impairment, the F&B segment
continued to report a better quarter-to-quarter growth in PBT,
ANNUAL REPORT 2016
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REVIEW OF OPERATIONS
CAF CHAIN
Consolidating and Streamlining the Business
The caf chain segment has been consolidating and streamlining the
business, with the closure of non-performing outlets, re-negotiation
and reduction of monthly rentals of leases, and the merger of two
central kitchens which would enhance efficiency.
The cost efficiencies from the merger of the two central kitchens will
offset any impact from the increase in raw material prices. With the
completion of the internal consolidation, the Group anticipates an
improved growth performance in the coming FYE2017 as compared
to FYE2016.
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DEVELOPMENT PLANS
CAF CHAIN DOMESTIC MARKET
Targeting More Caf Chain Outlets
We plan to open more outlets in Malaysia in FYE2017 due to the
weaker property market scenario that will provide us opportunities
to capitalize on lower rental rates and for long term leases in prime
strategic locations.
Going forward, the Group will continue to promote the lower cost
model (known as OLDTOWN White Coffee Basic) with plans to
open another 10 new outlets or a 5% growth. Domestically, we are
expecting to invest a total capital expenditure of about RM1.2 million,
making our target number to 220 caf outlets in FYE2017.
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FUTURE PROSPECTS
The Group has in place a sound business plan to provide for
expansion, profits and sustainability. It is focused in the expansion
of our caf chain to provide accessibility and convenience to our
customers and coverage of domestic and export markets for our
products. Our new manufacturing, processing plant, and central
kitchens are designed to maximise on efficiency in terms of logistics.
However, the Group recognizes that the local and global economic
conditions are challenging as the industry has become more
competitive with the expansion of both local and foreign players
in the marketplace. The softer economic outlook and slowdown in
consumer spending has also affected the Groups total revenue in
the financial year.
Notwithstanding this, the Group remains positive, supported by
the growth of affluent and middle class consumers who patronize
our outlets and purchase our products. We have built a solid and
reputable brand equity position that will allow the Groups products
and beverages to gain wider acceptance and market share.
We are confident of OLDTOWN maintaining its market leadership
as the premier brand in the white coffee segment and the No. 1
kopitiam caf chain in Malaysia with a strong presence in AsiaPacific.
The overall growth of the Group in terms of revenue, profit before
tax and profit after tax, over the years, has provided us the platform
for continuing business success and sustained growth. We are
committed to expanding and enhancing our business and continue
delivering even better results in the coming year.
ACKNOWLEDGEMENT
I take this opportunity to thank all our customers, Government
authorities, vendors, business partners and shareholders for their
support and continuous patronage.
To our employees, the Management and Staff, and my colleagues at
the Board, my deepest appreciation for your dedication, effort and
enthusiasm to serve the Group.
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OLDTOWN BERHAD797771-M
Financial
Highlights
Incorporated In Malaysia
2016
Profit Attributable to
Owners of the Company (RM000)
432,085
390,194
397,740
393,406
2013a
2014
2015
(15 months)
2016
2014
2015
68,221
2013a
(15 months)
2016
52,269
11.28
10.79
10.47
2014
2015
8.86
2013a
(15 months)
a^
2011
47,494
40,177
2011
64,165
51,954
292,779
2011
66,368
2014
2015
2016
2011
2013a
(15 months)
2016
: based on the audited financial statements for 15-month financial period ended 31 March 2013.
The Company has on 27 August 2012 changed the financial year end of the Company from 31 December to 31 March. The financial period ended
31 March 2013 made up of 15 months results covering period from 1 January 2012 to 31 March 2013.
Note A : Previous years revenue has been restated to conform to current years presentation for fair comparison purpose.
Note B : The EPS are calculated based on the enlarged share capital after adjusted for 1-for-4 bonus issue and the issuance of 9.642 million new shares as
considerations for purchase of subsidiaries for year-on-year comparison purpose.
They are different from the EPS disclosed in the audited financial statements for year 2011, 2013, 2014, 2015 and 2016 respectively
(computed based on weighted average number of shares).
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OLDTOWN BERHAD797771-M
Sustainability &
Corporate
Responsibility
Incorporated In Malaysia
(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.
Packaging materials wastage is sold as recyclable content to
be processed as alternative burning fuel with environmental
conservation objective of reducing dumping into landfill areas
and also reducing the consumption of fossil fuel.
Implementation of Environmental Tobacco Smoke Control to
establish a non-smoking policy in and around the building and
allocation of a smoking zone exclusively for a non-smoking
premise.
Green Building
To support the Groups commitment to GREEN, the Groups
integrated industrial complex located at Ipoh, Perak which comprise
a 2 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 which
can reduce electricity and water usage to minimise environmental
impact.
The project is registered under the name of OLDTOWN
MANUFACTURING PLANT (GBI Reg No. GSB/INC/2012/01). It has
been awarded Green Building Index SILVER on 16 December 2014
(Green Building Index Certificate No. GBI-INC-0004). The plant is the
first food manufacturing plant in Malaysia being awarded the SILVER
classification under the category of Industrial New Construction.
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Sustainability &
Corporate
Responsibility
(B) Workplace
Employees are the backbone of the business. Essentially, employees
are central to the smooth functioning of business operations and play
a vital role in the success and sustainability of the Group.
The Group believes that human capital is the most valuable asset.
In line with this belief, the Group strives to provide a dynamic and
challenging workplace that gives emphasis on the opportunity to
develop employee skills, talent and capability.
The Group, in fulfilling its corporate responsibility as a caring
employer, places emphasis to build long lasting relationships with its
employees.
The efforts towards achieving the above objectives are carried out in
various aspects:
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OLDTOWN BERHAD797771-M
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Age Group
< 30
45
30 to < 40
32
40 to < 50
17
50 & Above
Grand Total
100
Gender
Male
46
Female
54
Grand Total
100
(C) Community
Bumiputera
57
Chinese
30
Indian
Others
Grand Total
100
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Sustainability &
Corporate
Responsibility
During the financial year ended 31 March 2016, the Group through
Oldtown Children Care Fund has carried out the following initiatives:
Extended monetary donations to charity, welfare and voluntary
association and needy families.
Organised a Charity Movie & Lunch Outing on 19 March 2016 at
GSC Ipoh Parade for 118 orphans (aged between 3 and 17 years
old) from five children homes (from Praise Home (Boys), Praise
Home (Girls), Pertubuhan Kebajikan Harapan Baru, Aning Home
and Asrama Anak-anak Yatim/ Warga Miskin Budi Mulia Nurul
Huda).
Contributed school necessities to 542 destitute students from
schools located in Ayer Tawar, Matang, Kuala Sepetang, Tapah,
Tambun and Bidor on 15 & 16 November 2015.
Donated RM20,000 as emergency aid fund to UNICEF Nepal
Earthquake Childrens Appeal as immediate assistance to the
children affected by the earthquake in Nepal.
Coffee Sponsorship to charity food & fun fair conducted by
orphanage, schools, welfare and voluntary associations,
donations to schools to upgrade educational facilities in schools
and sponsorship of newspaperin-education pullouts to 15
schools from Perak, Selangor and Kuala Lumpur.
Incorporated In Malaysia
(D) Marketplace
(iii) Customers
(i) Investors
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OLDTOWN BERHAD797771-M
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Corporate
Responsibility
Corporate Responsibility
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OLDTOWN BERHAD797771-M
Corporate
Responsibility
EARTHCARE INITIATIVES
Incorporated In Malaysia
OTK Half Yearly Meeting & Team Building 2015 at Coral Bay
Resort, Pulau Pangkor on 6th to 8th August 2015.
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OLDTOWN BERHAD797771-M
Corporate
Governance
Statement
Incorporated In Malaysia
d. Succession Planning
The Board recognises the importance of succession planning in
building long-term sustainable performance excellence.
A succession planning framework has been developed to identify
candidates for senior managerial positions to ensure continuity of
key positions.
29
Corporate
Governance
Statement
f. Reviewing the Adequacy and Integrity of
Management Information and Internal Control
System of the Company
The Board has established a sound risk management and
internal control framework to manage risks and to safeguard
shareholders investment and the Groups assets, as presented in
the Statement on Risk Management and Internal Control of this
Annual Report.
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OLDTOWN BERHAD797771-M
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Appointment of Directors
Re-election of Directors
Designation
Directorship
Attendance
(1 April 2015 to
31 March 2016)
Chairman
Independent
Non-Executive
Chairman
1/1
Dato Wong
Guang Seng
Member
Independent
Non-Executive
Director
1/1
Member
Independent
Non-Executive
Director
1/1
Board Diversity
Where boardroom diversity is concerned, the Board does not adopt
any formal policy on diversity (for gender, age and ethnicity) in the
selection of new Board candidates and does not have a specific
policy on setting targets for female candidates. Nevertheless, the
Board will consider female candidates as new Directors of the
Company as and when the opportunity arises in support of the
Governments initiative to increase women participation at the Board
level.
ANNUAL REPORT 2016
31
Corporate
Governance
Statement
Despite the importance of boardroom diversity, the Board is of
the view that the evaluation of the suitability of candidates as
Board members, based on the candidates competency, character,
time commitment, knowledge, experience and other qualities in
meeting the needs of the Group, should remain a priority and vital
consideration.
Annual Assessment
The Nomination Committee shall conduct the following evaluation on
an annual basis:
The effectiveness of each directors ability to contribute to the
effectiveness of the Board and the relevant Board Committees;
OLDTOWN BERHAD797771-M
Name
Designation
Directorship
Attendance
(1 April 2015 to
31 March 2016)
Chairman
Independent
Non-Executive
Director
1/1
Member
Independent
Non-Executive
Chairman
1/1
Member
Group
Managing
Director
1/1
Dato Wong
Guang Seng
Member
Independent
Non-Executive
Director
1/1
Member
Executive
Director
1/1
Remuneration Committee
The Remuneration Committee comprises three (3) Independent
Non-Executive Directors and two (2) Executive Directors. The
Remuneration Committee met once during the financial year under
review and the attendance record is as follows:
Incorporated In Malaysia
Directors Remuneration
The Group aims to set the levels of remuneration in such a way that
it supports the strategies and long-term vision of the Group as well
as provides adequate motivational incentive for directors to pursue
the long-term growth and success of the Group. The levels of
remuneration should be sufficient to attract and retain the directors
needed to run the Group successfully and in line with industry
standards.
Remuneration packages for Executive Directors are structured
so as to link rewards to corporate and individual performance.
The remuneration of Executive Directors includes salary, bonus,
allowance and benefits-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.
Disclosure of the Directors remuneration is set out in Note 10 to the
Audited Financial Statements of this Annual Report on page 86.
During the financial year ended 31 March 2016, the Remuneration
Committee met once to deliberate the following matters:
Reviewed the staff salary increment and bonus for 2016.
Reviewed the meeting allowance and proposed increase of
directors fees.
32
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
33
Corporate
Governance
Statement
OLDTOWN BERHAD797771-M
Name of
Directors
During the financial year ended 31 March 2016, the Board met five
(5) times to discuss issues on the Groups financial performance,
significant investments, corporate development, strategy and
business plan and other matters reserved for decision by the Board.
The attendance record of each Director at the Board Meetings is as
follows:Name of
Directors
Attendance
(1 April 2015 to 31
March 2016)
Incorporated In Malaysia
Training/
Courses Attended
Dato Wong
Guang Seng
5/5
5/5
5/5
5/5
5/5
5/5
5/5
5/5
4.3 Training
The Board acknowledges that continuous education is essential
for the Directors to further enhance their skills and knowledge.
As an integral part of their training program, they are provided
with updates from time to time on the relevant changes in laws,
regulations and the business environment. The Nomination
Committee would also assess the training needs of the Board from
time to time. During the financial year ended 31 March 2016,
seminars and training courses attended by the Directors are as
follows:
34
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Financial Reporting
During the financial year ended 31 March 2016, the Audit Committee
met twice with the External Auditors without the presence of the
Management.
35
Corporate
Governance
Statement
Incorporated In Malaysia
36
OLDTOWN BERHAD797771-M
COMPLIANCE STATEMENT
The Board is of the view that the Group is generally in compliance with
the Principles and Recommendations of the MCCG 2012. Where a
specific Recommendation of the MCCG 2012 has not been observed
during the financial year under review, the non-observance has been
explained and the reasons thereof has been included in this Statement.
This Statement was approved by the Board of Directors on 28 June
2016.
OLDTOWN BERHAD797771-M
Audit
Committee
Report
Incorporated In Malaysia
1. Composition
As at the date of this report, the members of the Audit Committee
are as follows:Chairman
Dato Wong Guang Seng
Independent Non-Executive Director
A. Financial Reporting
The Audit Committee reviewed the unaudited quarterly financial
results at the meetings held on 20 May 2015, 27 August 2015,
25 November 2015 and 25 February 2016 respectively.
Members
Datuk Dr. Ahmed Tasir Bin Lope Pihie
Independent Non-Executive Chairman
2. Meetings
The Audit Committee of the Company held five (5) meetings during
the financial year ended 31 March 2016 and details of attendance
of members of the Audit Committee are as follows:-
Name of Members
Attendance
(1 April 2015 to 31
March 2016)
5/5
5/5
5/5
3. Terms Of Reference
The Terms of Reference of the Audit Committee is made available
on the Companys website. The Board is satisfied that the Audit
Committee and its members discharged their functions, duties
and responsibilities in accordance with its Terms of Reference in
ensuring the Company upholds appropriate Corporate Governance
standards.
B. Internal Audit
(i) Reviewed the annual audit plan of the internal audit function
to ensure adequate scope and comprehensive coverage of the
activities of the Group;
(ii) Reviewed the internal audit reports, recommendations made
and Managements response to those recommendations; and
(iii) Noted the corrective actions on outstanding audit issues to
ensure the key risks and control lapses have been addressed
and rectified.
During the financial year under review, the Internal Auditors had
conducted the audit activities as per the annual audit plan and
presented their Internal Audit (IA) reports on 20 May 2015,
27 August 2015, 25 November 2015 and 25 February 2016
respectively to the Audit Committee.
The relevant responsible Management member was invited to
attend the Audit Committee meeting on IA agenda to provide
clarification on specific issues raised in the IA reports.
Summary reports which provided status updates of the
implementation of management action plans on the findings
reported in the IA reports for all the previous audit cycles were
presented to the Audit Committee.
The Audit Committee was satisfied with the Internal Auditors
performance and approved the re-appointment of Crowe Horwath
Governance Sdn Bhd as the Internal Auditors of the Company for
financial year ending 31 March 2017.
C. External Audit
(i) On 20 May 2015, the Audit Committee reviewed the extent
of assistance rendered by the Management and issues and
reservations arising from audit for the financial year ended
31 March 2015 with the External Auditors, Messrs Deloitte
(Deloitte).
37
Audit
Committee
Report
(ii) On 20 May 2015, the audit engagement partner of Deloitte
had declared their independence to the Group and their
compliance with By-Laws (On Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants
Section 290. For those audits conducted by Deloittes
members firms, they were also in compliance with Deloittes
policies on independence. The partner affirmed that there
had been no change in the representation of Deloitte made
to the Committee during the planning stage of the audit of
the Group. Deloitte remained unaware of any relationship that
would impair their independence as the external auditors of
the Group.
(iii) On 20 May 2015, the Audit Committee deliberated on the
final report presented by Deloitte with regards to the principal
accounting and audit matters arising from the statutory audit
of the Company and its subsidiaries for the financial year
ended 31 March 2015.
(iv) On 20 May 2015, the Audit Committee was briefed by
Deloitte on the following significant risks and areas of audit
focus:
(a) Presumed risk of revenue recognition;
(b) Management estimates and judgements;
(c) Assessment of impairment of tangible and intangible
assets;
(d) Presumed risk of management override of controls; and
(e) Related party disclosures.
Deloitte also informed the Audit Committee that other than
those non-significant fraud cases involving employees
reported by the management, there were no other significant
matters relating to any frauds or suspected frauds that may
involve:
(a) Management;
(b) Employees who have significant roles in internal control;
and
(c) Others where the fraud could have a material effect on
the financial statements.
(v) The Audit Committee was satisfied with the quality of services
provided by Deloitte and subsequently recommended the reappointment of Deloitte for the financial year ended 31 March
2016 for the Boards approval on 13 July 2015.
(vi) On 25 February 2016, the Audit Committee reviewed the
Audit Planning Memorandum for financial year ended 31
March 2016 (AAP) prepared by Deloitte to ensure adequate
scope and comprehensive coverage over the activities of the
Group. The Audit Committee reviewed and approved the AAP.
38
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
E. Risk Management
On 25 February 2016, the Audit Committee reviewed the status
reports on Enterprise Risk Management and summary of the Risk
Management Committee (RMC) activities carried out during the
financial year as presented by the Group Managing Director, the
Chairman of the RMC.
The Audit Committee noted that:
Four (4) RMC meeting had been held during the financial year
ended 31 March 2016.
Six (6) top risk factors were identified by RMC and being
monitored on quarterly basis.
RMC re-visited all the existing risks of the Risk Register to
identify any relevant inherent and emerging new risks and
assess the adequacy of actions taken to mitigate the risks.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
F. Other Matters
(i) The Audit Committee reviewed and recommended to the
Board, the final dividend for the financial year ended 31
March 2015 during the meeting held on 20 May 2015 and
the interim dividend for the financial year ended 31 March
2016 on 25 February 2016.
(ii) On 13 July 2015, the Audit Committee reviewed the Circular
to Shareholders in relation to the Proposed Renewal of
Existing Shareholders Mandate for RRPT and Proposed
New Shareholders Mandate for RRPT and reviewed the
Circular to Shareholders in relation to the Proposed Renewal
of Shareholders Mandate for the authority to the Company
to purchase its own shares of up to 10% of the issued and
paid-up share capital.
(iii) On 13 July 2015, the Audit Committee 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 2015 of
the Company.
(iv) On 13 July 2015, the Audit Committee considered and
reviewed the proposed amendments to the Terms of
Reference of the Audit Committee and recommended the
same to the Board for approval.
39
Statement on
ent
Risk Managem
ol
& Internal Contr
Introduction
The Malaysian Code on Corporate Governance 2012 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 for the financial year
ended 31 March 2016. 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 as guided by the Statement on Risk
Management and Internal Control: Guidelines for Directors of Listed Issuers.
Boards Responsibility
The Board acknowledges its responsibility in maintaining a sound system
of risk management and internal control and affirms its commitment
for reviewing the adequacy and integrity of the system. The system
of risk management and internal control covers financial, operational,
environmental, governance and compliance control matters.
The Groups system is designed to manage, rather than to eliminate, the
risks towards achieving the Groups business objectives. Accordingly, it can
only provide reasonable but not absolute assurance against the occurrence
of any material misstatement, fraud or loss.
The Board confirms that there is an on-going process for identifying,
evaluating and managing significant risks faced by the Group. The Board,
through its Audit Committee reviews the results of this process.
Managements Responsibility
Management is responsible for implementing the control systems and
processes to identify, evaluate, monitor and report on risks identified and
actions taken to mitigate and/or minimise the risks.
40
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
update their risk profiles on regular basis from the previous update 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 action plans in mitigating the risks identified;
The RMC meets periodically to discuss principal business risks in critical
areas, assess the likelihood and impact of material exposures and
determine its corresponding risk mitigation measures; and
The Group Managing Director will update the Audit Committee on the key
risk related issues and the Audit Committee shall report to the Board on
the status of the risk management process.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Conclusion
The Board has received assurance from the Group Managing Director
and the General Manager of Finance and Accounts that the Groups risk
management and internal control system, in all material aspects, is operating
adequately and effectively.
The Board is of the view that the Groups system of risk management and
internal control is adequate to safeguard shareholders investments and the
Groups assets. The processes as outlined in this Statement for identifying,
evaluating and managing risks have been in place for the year under review
and up to the date of approval of this Statement.
This Statement was approved by the Board on 28 June 2016.
41
Additional
Compliance
Information
OLDTOWN BERHAD797771-M
1. Utilisation of Proceeds
7. Variation in Results
2. Share Buy-Backs
During the financial year, the Company repurchased a total of 306,300
ordinary shares of its issued shares from the open market of Bursa
Malaysia Securities Berhad for a total consideration (including
transaction costs) of RM396,535. Details of the shares purchased and
retained as treasury shares during the financial year were as follows:
Month
2015
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)
1,000
1.64
1.64
1.68
1,682
September
295,300
1.28
1.30
1.29
380,851
November
10,000
1.39
1.39
1.40
14,002
May
Total
306,300
396,535
6. Non-Audit Fees
The amount of non-audit fees incurred for services rendered to the
Group for the financial year ended 31 March 2016 by the Companys
external auditors and their affiliates amounted to RM128,905.
42
Incorporated In Malaysia
8. Profit Guarantees
The Company did not give any profit guarantee during the financial year
under review.
9. Material Contracts
No material contracts (not being contracts entered into in the ordinary
course of business) have been entered into by the Company and/or
its subsidiaries which involved the interests of the Directors and/or
substantial shareholders, either still subsisting at the end of the financial
year ended 31 March 2016 or, if not then subsisting, entered into since
the end of the previous financial year.
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Name of Company
Value of
Transaction
for FY2016
(RM)
516,000
14,850
171,600
15,200
108,000
111,600
Lim Ah Fah
20,640
76,802
Lim Ah Fah
588,000
537,477
213,974
1,043,557
297,690
356,270
504,258
438,331
440,258
457,370
Lim Ah Fah(1)
429,112
418,186
283,720
456,172
305,256
521,332
354,456
748,087
490,678
2,176,887
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
43
Additional
Compliance
Information
Name of Company
OLDTOWN BERHAD797771-M
379,751
Lim Ah Fah(1)
433,116
Lim Ah Fah(2)
608,946
470,281
337,214
Lim Ah Fah
Lim Ah Fah
201,780
467,480
570,576
509,844
898,572
60,000
207,444
144,000
44
Value of
Transaction
for FY2016 (RM)
Incorporated In Malaysia
21,404
Lim Ah Fah(3)
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Name of Company
Value of
Transaction
for FY2016 (RM)
12,819
6,627
18,847
6,857
7,201
2,370
188,059
18,066
6,692
3,971
8,512
4,457
11,029
2,220
4,361
12,711
6,784
171,049
9,648
27,276
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
11,014
8,341
Lim Ah Fah(1)
Lim Ah Fah(1)
12,739
Lim Ah Fah(2)
21,371
11,511
3,727
19,115
173,377
13,750
45
Additional
Compliance
Information
46
OLDTOWN BERHAD797771-M
Name of Company
Value of
Transaction
for FY2016 (RM)
Incorporated In Malaysia
36,759
19,693
91,472
25,853
38,175
29,531
38,767
38,944
39,322
43,662
25,750
43,773
32,286
29,681
47,944
31,321
68,855
44,660
52,138
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
43,185
34,623
Lim Ah Fah(1)
Lim Ah Fah(1)
39,305
Lim Ah Fah(2)
25,684
Lim Ah Fah(3)
54,119
49,089
17,702
38,581
38,031
65,376
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Name of Company
Value of
Transaction
for FY2016 (RM)
61,266
32,822
152,454
43,088
63,626
44,296
64,611
64,906
65,537
72,770
86,897
42,917
72,954
53,809
49,468
79,906
52,202
114,758
74,433
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
71,974
57,705
Lim Ah Fah(1)
Lim Ah Fah(1)
65,509
Lim Ah Fah(2)
42,807
Lim Ah Fah(3)
90,198
81,814
29,504
64,302
63,385
105,543
Details of relationships
Azmah Binti Abdul Aziz
: Spouse of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
Chin Lai Cheng @ Angeline
: Spouse of Lee Siew Heng^ and sister-in-law of Lee Siew Ming#.
Chin Lai Yoong
: Spouse of Lee Siew Ming# and sister-in-law of Lee Siew Heng^.
Koo Yai Peng
: Spouse of Lee Siew Fong and brotherin-law of Lee Siew Heng^ & Lee Siew Ming#.
Lee Siew Heng^
: Spouse of Chin Lai Cheng @ Angeline and brother of Lee Siew Kong, Lee Siew Ming# and Lee Teck Wai.
Lee Siew Kong
: Brother of Lee Siew Heng^ and Lee Siew Ming#.
Lee Siew Fong
: Sister of Lee Siew Heng^ and Lee Siew Ming#.
Lee Siew Ming#
: Brother of Lee Siew Heng^ and spouse of Chin Lai Yoong.
Lee Teck Wai
: Brother of Lee Siew Heng^ and Lee Siew Ming#.
Lim Ah Fah
: Sister-in-law of Lee Siew Heng^ and Lee Siew Ming#.
Lim Khim Lan
: Spouse of Mr Clarence D Silva*.
Nurul Asyiqin Motimbin bt Abdullah
: Daughter-in-law of Datuk Dr Ahmed Tasir Bin Lope Pihie*.
^ Our Director and Major Shareholder.
* Our Director and Shareholder.
# Our Major Shareholder.
47
Additional
Compliance
Information
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Notes:
Azmah Binti Abdul Aziz is a director and substantial shareholder GC
Bangi Sdn Bhd
48
OLDTOWN BERHAD797771-M
Financial
Statement
Incorporated In Malaysia
50 Directors Report
54 Independent Auditors Report
56 Statements of Profit or Loss
& Other Comprehensive Income
49
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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, 2016.
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
52,271,803
19,481,604
52,269,069
19,481,604
2,734
52,271,803
19,481,604
In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by
any item, transaction or event of a material and unusual nature.
Dividends
A final dividend declared in respect of the financial year ended March 31, 2015 under single tier tax system of 3.0 sen per share, amounting to
RM13,544,427 was paid on October 13, 2015.
An interim dividend declared in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,544,127 was
paid on April 13, 2016.
The directors proposed a final single tier dividend of 3.0 sen per share and a special single tier dividend of 3.0 sen per share in respect of the financial
year ended March 31, 2016. Both dividends are subject to shareholders approval at the forthcoming Annual General Meeting of the Company and has
not been included as liabilities in the financial statements. Upon approval by the shareholders, the dividends payment will be accounted for in equity as
an appropriation of retained earnings during the financial year ending March 31, 2017. The payment date and entitlement date of the final and special
dividends will be determined at a later date.
50
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Treasury Shares
During the financial year, the Company repurchased a total of 306,300 units of its own shares from the open market of Bursa Malaysia Securities Berhad for
a total cost of RM396,535 which has been deducted from equity. The average price paid for the shares repurchased during the year was RM1.29 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
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Directors Report
Directors
The following directors served on the Board of the Company since the date of the last report:
Datuk Dr. Ahmed Tasir bin Lope Pihie, PJN, PMP, JSM, FASc
Mr. Lee Siew Heng
Dato Wong Guang Seng
Mr. Tan Chon Ing @ Tan Chong Ling
Mr. Chuah Seong Meng
Mr. Clarence DSilva A/L Leon DSilva
Mr. Goh Ching Mun
Mr. Tan Say Yap
In accordance with Article 84 of the Companys Articles of Association, Dato Wong Guang Seng, Mr. Goh Ching Mun and Mr. Tan Say Yap retire by
rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Directors Interests
The shareholdings in the Company and in the holding company of those who were directors at the end of the financial year, as recorded in the Register of
Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
Shares in the Company
25,000
6,250,000
125,000
375,000
465,937
197,258,500
197,258,500
52
681,054
73,684
968,422
263,160
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
There was no movement in the directors shareholdings during the financial year.
By virtue of their interests 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 interests.
Dato Wong Guang Seng, 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 shares in the Company.
Directors Benefits
Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit (other than the
benefit included in the aggregate amount of emoluments received or due and receivable by directors as disclosed in the financial statements or the fixed
salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of
which he is a member, or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by
virtue of the transactions between the Company and certain companies in which certain directors of the Company are also directors and/or shareholders
or have substantial financial interests as disclosed in Note 25 to the financial statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company might
acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Holding Company
The Company is a subsidiary of Old Town International Sdn. Bhd., a company incorporated in Malaysia and the directors regard it as the ultimate
holding company.
Auditors
The auditors, Messrs. Deloitte, have indicated their willingness to continue in office.
53
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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 about 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, 2016 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
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
Note
2016
RM
2015
RM
2016
RM
2015
RM
Revenue
393,406,208
397,740,131
24,694,227
59,865,140
Investment revenue
1,440,798
1,498,060
920,381
444,676
1,709,075
3,273,465
2,786,166
1,378,120
3,281,351
3,676,349
3,385,040
(1,775,526)
1,398,817
(107,724,298)
(102,454,240)
(48,393,296)
(68,283,541)
10
(3,469,913)
(3,126,672)
(291,640)
(313,420)
(58,934,687)
(57,481,940)
(132,056)
(125,022)
14
(13,211,434)
(15,181,192)
(125,403)
(153,963)
15
(177,656)
(175,678)
21
(3,529,319)
(3,529,319)
17
20
(3,000,000)
(3,500,000)
18
148,336
(144,548)
Finance costs
11
(908,029)
(1,080,900)
(313)
(325)
(90,640,875)
(88,463,602)
(704,816)
(829,216)
68,220,735
64,165,190
20,531,586
44,494,787
(15,948,932)
(15,085,156)
(1,049,982)
52,271,803
49,080,034
19,481,604
44,494,787
56
The Company
12
(10,000,000)
(15,771,203)
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
2,845,453
3,045,875
1,386,120
1,533,870
(3,219,647)
(2,179,593)
(812,103)
(1,370,468)
915,049
2,205,383
540,855
3,071,665
574,017
163,402
52,812,658
52,151,699
20,055,621
44,658,189
52,269,069
47,493,775
19,481,604
44,494,787
Non-controlling interests
2,734
1,586,259
52,271,803
49,080,034
19,481,604
44,494,787
52,728,107
50,114,558
20,055,621
44,658,189
Non-controlling interests
84,551
2,037,141
52,812,658
52,151,699
20,055,621
44,658,189
0.12
0.11
Note
Other comprehensive income/(loss):
Items that may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets:
13
57
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
The Company
Note
2016
RM
2015
RM
2016
RM
2015
RM
14
109,696,168
108,742,092
906,651
1,149,673
15
13,219,403
13,397,059
Investment properties
16
2,572,500
2,400,000
14,610,000
12,469,200
Investments in subsidiaries
17
318,142,815
310,465,821
Investments in associates
18
1,438,929
1,320,593
1,101,002
1,101,002
Other investments
19
1,057,567
1,057,567
Goodwill on consolidation
20
18,771,717
20,211,995
Intangible assets
21
26,339,486
29,868,805
22
1,023,000
1,185,000
25
323,970
174,118,770
178,507,081
334,760,468
325,185,696
Assets
Non-current assets
58
Inventories
23
25,518,957
30,134,033
24
63,038,055
61,681,422
194,339
203,605
25
79,767,311
90,128,000
25
6,529,013
2,885,801
30,000
40,000
Other investments
19
10,049,153
27,136,955
10,049,153
10,312,054
12
960,980
1,787,289
6,465
26
169,402,106
134,980,772
54,170,240
44,403,234
275,498,264
258,606,272
144,211,043
145,093,358
Total assets
449,617,034
437,113,353
478,971,511
470,279,054
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
Equity And
Liabilities
The Company
Note
2016
RM
2015
RM
2016
RM
2015
RM
Issued capital
27(a)
463,239,101
453,597,242
463,239,101
453,597,242
Treasury shares
27(b)
(21,545,499)
(21,148,964)
(21,545,499)
(21,148,964)
Reserves
28
(207,655,452)
(213,996,025)
10,661,092
4,205,540
Retained earnings
29
128,066,618
114,617,214
12,513,649
20,120,599
362,104,768
333,069,467
464,868,343
456,774,417
27,322
3,793,314
362,132,090
336,862,781
464,868,343
456,774,417
30
Net equity
Non-current liabilities
Hire-purchase payables
31
12,516
62,315
Borrowings
32
12,115,295
15,721,728
Deferred income
33
1,921,197
2,381,956
22
5,210,170
5,633,076
112,000
19,259,178
23,799,075
112,000
35
56,275,546
64,063,095
7,883,365
7,583,142
25
6,034,281
6,068,859
5,917,755
5,917,755
Hire-purchase payables
31
49,799
135,893
Borrowings
32
3,754,366
3,580,621
Deferred income
33
1,214,286
1,483,977
3,740
12
897,488
1,119,052
190,048
68,225,766
76,451,497
13,991,168
13,504,637
Total liabilities
87,484,944
100,250,572
14,103,168
13,504,637
449,617,034
437,113,353
478,971,511
470,279,054
59
60
463,239,101
27(b)
(21,545,499)
(396,535)
(21,148,964)
(19,662,456)
(1,486,508)
Treasury
Shares
RM
Payment of dividends
Total comprehensive
income for the year
36
Other comprehensive
income for the year
9,641,859
27(a)
Issue of shares
453,597,242
27(b)
36
Total comprehensive
income for the year
Payment of dividends
Other comprehensive
income for the year
453,597,242
Note
Issued
Capital
RM
The Group
9,435,179
5,881,535
3,553,644
3,553,644
Share
Premium
RM
(222,653,894)
(222,653,894)
(222,653,894)
Reserve
Arising From
Restructuring
RM
3,655,716
833,232
833,232
2,822,484
1,754,501
1,754,501
1,067,983
Foreign
Currency
Translation
Reserve
RM
Non-distributable Reserves
1,907,547
(374,194)
(374,194)
2,281,741
866,282
866,282
1,415,459
Investment
Revaluation
Reserve
RM
128,066,618
(27,088,554)
52,269,069
52,269,069
(11,731,111)
114,617,214
(26,672,694)
47,493,775
47,493,775
93,796,133
Distributable
Reserve Retained
Earnings
RM
362,104,768
(396,535)
(27,088,554)
15,523,394
52,728,107
459,038
52,269,069
(11,731,111)
333,069,467
(19,662,456)
(26,672,694)
50,114,558
2,620,783
47,493,775
329,290,059
Attributable
to Owners
of the
Company
RM
27,322
(44,000)
84,551
81,817
2,734
(3,792,283)
(14,260)
3,793,314
(3,285,563)
2,037,141
450,882
1,586,259
5,041,736
Noncontrolling
Interests
RM
362,132,090
(396,535)
(27,132,554)
15,523,394
52,812,658
540,855
52,271,803
(15,523,394)
(14,260)
336,862,781
(19,662,456)
(29,958,257)
52,151,699
3,071,665
49,080,034
334,331,795
Total
Equity
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
27(b)
36
463,239,101
Payment of dividends
9,641,859
Total comprehensive
income for the year
27(a)
Other comprehensive
income for the year
Issue of shares
453,597,242
Payment of dividends
27(b)
Total comprehensive
income for the year
Other comprehensive
income for the year
453,597,242
36
Note
Issued
Capital
RM
The Company
(21,545,499)
(396,535)
(21,148,964)
(19,662,456)
(1,486,508)
Treasury
Shares
RM
9,435,179
5,881,535
3,553,644
3,553,644
Share
Premium
RM
1,225,913
574,017
574,017
651,896
163,402
163,402
488,494
Investment
Revaluation
Reserve
RM
Non-distributable Reserves
12,513,649
(27,088,554)
19,481,604
19,481,604
20,120,599
(26,672,694)
44,494,787
44,494,787
2,298,506
Distributable
Reserve Retained
Earnings
RM
464,868,343
(396,535)
(27,088,554)
15,523,394
20,055,621
574,017
19,481,604
456,774,417
(19,662,456)
(26,672,694)
44,658,189
163,402
44,494,787
458,451,378
Total
Equity
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
61
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
2016
RM
2015
RM
52,271,803
49,080,034
15,948,932
15,085,156
13,211,434
15,181,192
Note
Profit for the year
Adjustments for:
4,352,292
(349,584)
3,529,319
3,529,319
3,000,000
3,500,000
2,457,853
1,826,350
Finance costs
908,029
1,080,900
697,861
882,497
224,544
348,642
177,656
175,678
(3,219,647)
(2,179,593)
(1,440,798)
(1,498,060)
(172,500)
350,000
(148,336)
144,548
(32,119)
(911,849)
(17,532)
6,000
1,025,900
Dividend income
(45,307)
(40,555)
(16,629)
91,748,791
87,174,639
Inventories
4,455,343
(7,378,327)
(6,167,985)
(11,087,833)
(3,061,095)
(1,103,240)
(8,898,822)
9,561,312
(754,146)
592,789
77,322,086
77,759,340
2,042,657
1,873,421
Decrease/(Increase) in:
Trade and other payables
Deferred income
Cash Generated From Operations
Income tax refunded
Real Property Gains Tax refunded
Income tax paid
Real Property Gains Tax paid
Net Cash From Operating Activities
62
122,411
(17,656,837)
(14,363,634)
(144,000)
(54,000)
61,686,317
65,215,127
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
Note
2016
RM
2015
RM
32,492,934
10,414,000
1,215,198
1,345,526
225,600
152,534
172,687
1,862,631
30,000
85,307
(15,000,000)
(26,275,430)
38(a)
(10,561,469)
(11,552,936)
17
(1,253,677)
(836,680)
12,631
69,555
(4,969,200)
(2,684,209)
Loan to associate
(429,947)
6,484,593
(31,969,538)
(26,808,487)
(26,998,221)
(3,700,929)
(4,763,398)
(908,029)
(1,080,900)
(826,064)
(3,381,226)
(396,535)
(19,662,456)
(135,893)
(616,895)
(34,578)
(3,620)
62,200
(32,810,515)
(56,444,516)
35,360,395
(23,198,927)
134,204,597
155,549,880
(1,775,741)
1,853,644
167,789,251
134,204,597
38(b)
63
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
19,481,604
44,494,787
10,000,000
15,771,203
1,049,982
1,192,239
863,816
172,015
125,403
153,963
Note
Profit for the year
Adjustments for:
Impairment loss on investments in subsidiaries
313
325
Dividend income
(24,694,227)
(59,865,140)
Interest income
(3,384,851)
(2,140,800)
Finance cost
(920,381)
(444,676)
(812,103)
(1,370,468)
(20,289)
6,000
1,091
375
48,905
(388,724)
9,266
22,986
20,156
20,525
Deferred income
(3,740)
3,740
74,587
(341,473)
5,200,008
60,937,845
64
(741,469)
(465)
3,774
4,533,126
60,599,681
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
Note
2016
RM
2015
RM
29,722,878
42,497,738
15,477,071
10,414,000
3,384,851
596,760
20,603
323,621
424,073
61,575
100
40,000
38(a)
(15,000,000)
(10,000,000)
(2,153,600)
(35,540,900)
(13,941)
(154,282)
(12,469,200)
32,439,215
(4,807,868)
(26,808,487)
(26,998,221)
(396,535)
(19,662,456)
(313)
(325)
(27,205,335)
(46,661,002)
9,767,006
9,130,811
44,403,234
35,272,423
54,170,240
44,403,234
38(b)
65
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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 Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
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 05, 2016.
2.1 Application of new and revised MFRSs which have an impact on the amounts reported and/or disclosures in the financial
statements
In the current year, the Group and the Company have applied a number of amendments to MFRSs issued by the Malaysian Accounting Standards Board
(MASB) that are mandatorily effective for an accounting period that begins on or after April 1, 2015.
The adoption of amendments to MFRSs has had no material impact on the disclosures or on the amounts recognised in the financial statements of the
Group and of the Company.
66
MFRS 9
Financial Instruments3
MFRS 15
MFRS 16
Leases5
Amendments to MFRS 11
Disclosure Initiative1
Disclosure Initiative2
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture4
Amendments to MFRSs
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Effective for annual periods beginning on or after January 1, 2016, with earlier application permitted.
Effective for annual periods beginning on or after January 1, 2017, with earlier application permitted.
Effective for annual periods beginning on or after January 1, 2018, with earlier application permitted.
Effective date deferred to a date to be determined and announced, with earlier application permitted.
Effective for annual periods beginning on or after January 1, 2019. Early application is permitted provided MFRS 15 is also applied.
MFRS 16 Leases
MFRS 16 specifies how an MFRS reporter will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model,
requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value.
Lessors continue to classify leases as operating or finance, with MFRS 16s approach to lessor accounting substantially unchanged from its predecessor,
MFRS 117.
At lease commencement, a lessee will recognise a right-of-use asset and a lease liability. The right-of-use asset is treated similarly to other non-financial
assets and depreciated accordingly and the liability accrues interest. The lease liability is initially measured at the present value of the lease payments
payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily determined, the
lessees shall use their incremental borrowing rate.
The directors of the Group and of the Company anticipate that the application of MFRS 16 in the future may have an impact on the amounts reported and
disclosures made in the Groups and the Companys financial statements. However, it is not practicable to provide a reasonable estimate of the effects of
MFRS 16 until the Group and the Company perform a detailed review.
67
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
68
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is
measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group
to the former owners of the acquiree and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
At acquisition date, the identifiable assets acquired and liabilities assumed are recognised at their fair values.
69
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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.
70
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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 are in a position to exercise significant influence in its management.
The investments in associates of the Group for the financial year ended March 31, 2016 are accounted for under the equity method of accounting based
on the audited financial statements of the associated company made up to December 31, 2015 and appropriate adjustments have been made for the
effects of significant transactions between that date and March 31, 2016. Under this method of accounting, the interest in the post-acquisition profits and
reserves of the associates of the Group is included in the consolidated results while dividend received is reflected as a reduction of the investment in the
consolidated statement of financial position.
Unrealised profits and losses arising on transactions between the Group and its associates are eliminated to the extent of the equity interest of the Group in
the associated company except where unrealised losses provide evidence of an impairment of the asset transferred.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost less any accumulated impairment losses, if any.
Goodwill is not amortised. Instead, it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be
impaired.
For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units (or groups of cash-generating units) that is
expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in
subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
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, including sale of food and beverages, is recognised when the following conditions are satisfied:
the Group has transferred to the customer the significant risks and rewards of ownership of the goods;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Dividend income
Dividend income from quoted and unquoted investments is recognised when the shareholders right to receive payment has been established (provided that
it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably.
Interest income is accrued on a time apportion basis, by reference to the principal outstanding and at the interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition.
71
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Rental income
Rental income is recognised on a straight-line 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 and initial training, management, support and professional fees
Income from rendering of services are recognised as and when services are provided.
Licence fees
Licence fees are recognised as revenue on a straight-line basis over the length of the licensing contract.
Foreign Currencies
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates
(its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in
Ringgit Malaysia (RM), which is the functional currency of the Company, and also the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency of the entity (foreign currencies)
are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
exchange differences arising on the retranslation of non-monetary items carried at fair value in respect of which gains and losses are recognised in other
comprehensive income. For such non-monetary items, the exchange component of that gain or loss is also recognised in other comprehensive income;
and
exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur
(therefore, forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from
equity to profit or loss on repayment of the monetary items.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the foreign incorporated subsidiaries of the Group are
translated into RM using exchange rates prevailing at the end of the reporting period, unless exchange rates fluctuated significantly during that period,
in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive
income and accumulated in reserve (attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Groups entire interest in a foreign operation, or a disposal involving loss of control over a
subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant
influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the
Group are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of
accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals
(i.e. of associates or of jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the
accumulated exchange differences is reclassified to profit or loss.
Goodwill and fair value adjustments on identifiable assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in
other comprehensive income and accumulated in reserve.
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OLDTOWN BERHAD797771-M
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The closing rate per unit of functional foreign currency used in the translation of the subsidiaries and associate (foreign currency) into
Ringgit Malaysia is as follows:
Foreign Currency
2016
RM
2015
RM
Singapore Dollar
2.8976
2.6923
0.5032
0.4776
Chinese Renminbi
0.6036
0.5974
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial
period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Finance lease
Assets held under finance leases are initially recognised as assets of the Group at their fair values at the inception of the lease or, if lower, at the present
value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease
obligation.
Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in
which case they are capitalised in accordance with the Group general policy on borrowing costs.
Operating lease
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are
recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of
incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed.
73
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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.
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 items that are never taxable or deductible. The liability of the Group and of the Company for
current tax is calculated using tax rates that have been enacted or substantively enacted by the end of reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are generally recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilised.
The tax effects of unutilised reinvestment allowances are only recognised upon actual realisation.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised,
based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting period. The measurement of deferred tax
liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the end of the reporting
period, to recover or to 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 their current tax assets and liabilities on a net
basis.
74
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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 reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their
useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use
of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the
sale proceeds and the carrying amount of the asset and is recognised in profit or loss.
Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at their cost, including
transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Fair value is arrived by reference to market evidence
of transaction prices for similar properties. Gain or loss arising from changes in the fair values of investment properties is included in profit or loss in the
period in which they arise.
Investment properties are derecognised upon disposal or when the investment properties are permanently withdrawn from use and no future economic
benefits are expected from the disposal. Any gain or loss arising on derecognition of the properties (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) are included in profit or loss in the period in which the properties are derecognised.
ANNUAL REPORT 2016
75
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Investments
Investments in subsidiaries, which are eliminated on consolidation, and investments in associates, 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 estimated useful economic lives, which
are reviewed at the end of each reporting period. The fair value attributable to intangible assets acquired through a business combination is determined
by discounting the expected future cash flows to be generated from that assets at the risks adjusted weighted average cost of capital of the Group. The
residual values of intangible assets are assumed to be Nil.
The estimated useful economic lives of intangible assets are as follows:
Distribution network 15 years
Supplier exclusive right
10 years
The following are the main categories of intangible assets:
Distribution network
Distribution network relates to relationship established by the subsidiaries with the customers.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined principally on the First-in, First-out method.
Costs of trading merchandise, raw materials, packing materials, food, beverages, consumables, spare parts, goods-in-transit and point-of-sale materials
comprise the original purchase price plus cost incurred in bringing the inventories to their present location and condition. The costs of finished goods and
work-in-progress comprise the cost of raw materials, direct labour and an appropriate proportion of production overheads. Net realisable value represents
the estimated selling price less estimated costs of completion and costs to be incurred in marketing, selling and distribution.
76
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Provisions
Provisions are recognised when the Group and the Company have a present obligations (legal or constructive) as a result of past event, it is probable that
the Group and the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash flows (where the effect of time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Financial Instruments
Financial assets and financial liabilities are recognised in the statements of financial position when the Group and the Company become a party to the
contractual provisions of the financial instrument.
Financial instruments are initially measured at fair value, plus transaction costs, except for those financial assets and financial liabilities classified as fair
value through profit or loss (FVTPL), which are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue
of the financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of financial
assets or financial liabilities at FVTPL are recognised immediately in profit or loss.
Financial assets
Financial assets are classified into the following specified categories: financial assets at FVTPL, held-to-maturity investments, available-for-sale (AFS)
financial assets and loan and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of
initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases
or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace. Financial assets of the Group and of the Company are classified into AFS financial assets and loans and receivables.
77
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
78
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Financial liabilities and equity instruments issued by the group and the company
(i) Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement
and the definition of a financial liability and an equity instrument.
79
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Segment Information
For management purpose, the Group is organised into operating segments based on their business segment which is independently managed by the
respective segment chief operation officer, responsible for the performance of the respective segments under their charge. The segment chief operation
officer reports directly to the chief operating decision maker, to make decisions about resources to be allocated to the segment and assess its performance.
80
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
(iv) Estimated Useful Lives of Property, Plant and Equipment and Intangible Assets
The Group regularly reviews the estimated useful lives of property, plant and equipment at the end of each reporting period based on factors such as
business plan and strategies, expected level of usage and future technological developments. Future results of operations could be materially affected
by changes in these estimates brought about by changes in the factors mentioned above. A reduction in the estimated useful lives of property, plant and
equipment would increase the recorded depreciation and decrease the value of property, plant and equipment.
The Group reviews its intangible assets with finite useful lives at the end of each reporting date. The estimated useful economic lives reflect the
managements estimates of the periods that the Group intends to derive future economic benefits from the use of these intangible assets.
5. SEGMENT REPORTING
The segment reporting is presented on the same basis as information reported to the chief operating decision maker for the purposes of allocating
resources to the segment and assessing its performance. It is focused on the operations of the Group by business segment as disclosed below.
Business Segment
The Groups operations can be segmented into three (3) business segments as follows:
a) Operation of cafe chain;
b) Manufacturing of beverages; and
c) Others.
Inter-segment sales are charged at cost plus a percentage of profit mark-up.
81
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Operation of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
Total revenue
272,675,250
255,687,947
24,694,227
553,057,424
Inter-company sales
(78,702,637)
(56,254,352)
(24,694,227)
(159,651,216)
193,972,613
199,433,595
393,406,208
19,882,925
47,819,076
(162,371)
67,539,630
Revenue
Results
Segment results
Finance costs
(908,029)
148,336
1,440,798
Investment revenue
Profit before tax
68,220,735
Tax expenses
(15,948,932)
52,271,803
Other information
Depreciation and amortisation
Impairment loss on goodwill
The Group 2015
10,581,617
6,211,389
125,403
16,918,409
3,000,000
3,000,000
Operation of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
Total revenue
309,649,336
268,014,954
66,015,900
643,680,190
Inter-company sales
(92,590,333)
(87,379,133)
(65,970,593)
(245,940,059)
217,059,003
180,635,821
45,307
397,740,131
25,955,545
38,525,831
(588,798)
63,892,578
Revenue
Results
Segment results
(1,080,900)
Finance costs
(144,548)
1,498,060
Investment revenue
Profit before tax
64,165,190
Tax expenses
(15,085,156)
49,080,034
Other information
Depreciation and amortisation
Impairment loss on goodwill
82
12,957,055
5,775,171
153,963
18,886,189
3,500,000
3,500,000
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
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 external customers by geographical area are detailed below:
Revenue from
external customers
2016
RM
2015
RM
254,963,586
274,275,831
72,634,257
69,310,520
53,029,779
44,439,312
Others
12,778,586
9,714,468
393,406,208
397,740,131
Malaysia
Revenue of approximately RM54,468,000 (2015: RM50,935,000) which contributed more than 10% (2015: 10%) of the total revenue of the Group is
derived from one (1) external customer (2015: one (1) external customer) under manufacturing of beverages segment in Malaysia during the financial year.
Segment assets, segment liabilities and capital additions by segment were not disclosed as they were not regularly provided to the chief operating decision
maker for their day-to-day operation decision making
6. REVENUE
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
365,704,246
367,171,236
15,646,583
16,758,584
9,795,258
10,646,458
Franchise fees
1,265,093
1,583,006
Rights fees
302,778
650,000
258,710
271,561
Professional fees
215,000
Licence fees
127,825
80,387
Relocation fees
30,000
91,993
25,000
378,000
21,715
11,714
Support fees
14,000
36,000
Management fees
15,885
Dividend income
45,307
24,694,227
58,921,937
943,203
393,406,208
397,740,131
24,694,227
59,865,140
Sale of goods
Royalty, advertising and promotion fees
83
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
7. INVESTMENT REVENUE
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
1,174,370
1,296,023
323,621
424,073
35,026
45,139
5,802
4,364
225,600
152,534
596,760
20,603
1,440,798
1,498,060
920,381
444,676
The Company
2016
RM
2015
RM
2016
RM
2015
RM
3,219,647
2,179,593
812,103
1,370,468
Realised
2,533,765
1,125,515
(43,243)
Unrealised
(4,352,292)
349,584
(172,015)
172,500
(350,000)
2,140,800
Cash equivalents
85,804
31,640
28,232
14,027
Other investments
17,532
(6,000)
20,289
(6,000)
32,119
911,849
(375)
40,555
16,629
(1,025,900)
1,709,075
3,273,465
2,786,166
1,378,120
84
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
2016
RM
2015
RM
194,314
400,771
3,384,851
4,209
33
(20,262,249)
Server
(162,638)
(209,143)
Equipment
(126,614)
(93,524)
(21,600)
(1,091)
Premises
Motor vehicles
Others
Property, plant and equipment written off
(5,817)
(4,800)
(4,800)
(697,861)
(882,497)
(418,000)
(473,000)
13,000
1,000
(178,503)
(147,761)
(3,000)
(16,000)
Audit fees:
Statutory audit:
- auditors of the Company:
current year
prior year
- other auditors
(70,000)
(60,000)
Non-statutory audit:
- current year
- prior year
(224,544)
(163,938)
(3,000)
(16,000)
(3,000)
(3,000)
(348,642)
Included in employee benefits expenses of the Group and of the Company are contributions made to EPF of RM3,740,048 (2015: RM3,568,049) and
RM12,348 (2015: RM11,904) respectively.
85
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
2016
RM
2015
RM
84,000
78,000
84,000
78,000
2,721,613
2,549,370
133,200
107,366
163,500
178,500
163,500
178,500
35,500
49,000
35,500
49,000
8,640
7,920
8,640
7,920
323,460
156,516
3,469,913
3,126,672
291,640
313,420
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 RM123,953 (2015: RM133,484) and RM23,950 (2015: RM23,950) respectively.
Directors remuneration including benefits-in-kind paid or payable by the Company and its subsidiaries to the directors of the Company for the current
financial year are broadly categorised into the following bands:
Range Of Remuneration
86
Number of directors
Executive
directors
Non-executive
directors
RM50,001 to RM100,000
RM100,001 to RM150,000
RM200,001 to RM250,000
RM250,001 to RM300,000
RM700,001 to RM750,000
RM800,001 to RM850,000
RM1,300,001 to RM1,350,000
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
2016
RM
2015
RM
753,892
890,750
8,802
33,516
145,335
156,634
313
325
908,029
1,080,900
313
325
Interest on:
Term loans
Hire-purchase
Bank charges and commissions
The Company
2016
RM
2015
RM
2016
RM
2015
RM
- Malaysia
(13,183,640)
(13,645,610)
(932,000)
- Foreign
(1,588,101)
(1,262,447)
(14,771,741)
(14,908,057)
(932,000)
(1,435,771)
(492,108)
(5,982)
(16,207,512)
(15,400,165)
(937,982)
(639,494)
(251,189)
(80,000)
919,663
620,198
(32,000)
(Note 22)
280,169
369,009
(112,000)
Current year
(42,266)
(54,000)
Prior year
20,677
(21,589)
(54,000)
(15,948,932)
(15,085,156)
(1,049,982)
The Groups and the Companys income tax are at 24% for the year of assessment 2016 (2015: 25%) except for its foreign subsidiaries. Taxation for
other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions.
87
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The tax expenses for the year can be reconciled to profit before tax as follows:
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
68,220,735
64,165,190
20,531,586
44,494,787
(16,373,000)
(16,041,000)
(4,928,000)
(11,124,000)
1,869,000
2,166,000
1,304,071
719,000
149,818
1,044,300
6,046,000
15,417,000
58,313
(3,203,866)
(3,829,067)
(6,000)
(6,000)
(162,000)
(152,000)
(2,130,000)
(4,141,000)
(2,571)
793,000
731,521
218,000
(492,108)
(5,982)
919,663
620,198
(32,000)
Current year
(42,266)
(54,000)
Prior year
20,677
Income tax
Deferred tax
Real Property Gains Tax:
88
(15,948,932)
(15,085,156)
(1,049,982)
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
960,980
1,787,289
6,465
897,488
1,119,052
190,048
The Group
2016
2015
52,269,069
47,493,775
453,597,242
452,986,242
(11,636,133)
(5,227,890)
6,181,356
448,142,465
447,758,352
0.12
0.11
89
90
Discount
Write off
Discount
Reclassification
Translation reserve
815,000
815,000
815,000
Freehold
land
RM
The discount was received from suppliers for assets purchased in 2015.
* The discount was received from suppliers for assets purchased in 2014.
10,843,036
Disposals
10,843,036
Additions
Translation reserve
1,736,390
Write off
Reclassification
6,109,200
2,997,446
Leasehold
land and
buildings
RM
Disposals
Additions
As of April 1, 2014
Cost
The Group
50,201,105
50,201,105
776,000
49,425,105
Apartments,
factory and
shop-office
buildings
RM
39,996,514
(277,660)
8,109,615
32,164,559
(251,074)
(34,100)
6,170,212
26,279,521
Plant,
machinery
and
equipment
RM
9,339,394
3,584
(487,222)
839,553
8,983,479
27,755
(1,655,898)
620,790
9,990,832
Motor
vehicles
RM
36,165,169
67,655
(703,925)
(9,900)
2,417,829
34,393,510
30,188
(18,244)*
(1,378,436)
(1,527,974)
2,863,405
34,424,571
Factory
equipment,
signboard and
electrical
fittings
RM
32,824,727
118,541
138,102
(569)#
(669,736)
(104,217)
2,145,191
31,197,415
82,544
657,947
(2,011,751)
(972,308)
2,062,881
31,378,102
Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM
15,093,308
222,931
(1,302,622)
(32,359)
1,283,639
14,921,719
91,709
(46,639)*
(963,745)
(793,293)
2,022,932
14,610,755
Renovation
RM
925,354
(138,102)
12,791
1,050,665
(3,170,337)
275,472
3,945,530
Capital
work-inprogress
RM
196,203,607
412,711
(569)
(2,953,943)
(633,698)
14,808,618
184,570,488
232,196
(64,883)
(4,605,006)
(4,983,573)
6,109,200
14,015,692
173,866,862
Total
RM
OLDTOWN BERHAD797771-M
Translation reserve
10,445,809
10,212,429
Carrying amounts
630,607
Reclassification
Write off
233,380
397,227
Disposals
Translation reserve
(34,920)
Write off
Reclassification
183,155
Disposals
248,992
Leasehold land
and buildings
RM
As of April 1, 2014
The Group
815,000
815,000
Freehold
land
RM
46,849,616
47,838,118
3,351,489
988,502
2,362,987
34,920
988,502
1,339,565
Apartments,
factory and
shop-office
buildings
RM
26,216,946
21,408,275
13,779,568
(265)
(248,660)
3,272,209
10,756,284
(182,609)
(25,075)
2,745,821
8,218,147
Plant,
machinery
and
equipment
RM
2,356,432
2,589,424
6,982,962
3,584
(380,237)
965,560
6,394,055
27,519
(1,310,584)
1,449,187
6,227,933
Motor
vehicles
RM
8,965,561
9,962,718
27,199,608
42,177
(563,559)
(7,608)
3,297,806
24,430,792
22,322
(1,104,055)
(1,244,104)
4,190,417
22,566,212
Factory
equipment,
signboard and
electrical
fittings
RM
9,350,286
10,108,143
23,474,441
66,817
(26)
(464,852)
(81,117)
2,864,347
21,089,272
61,782
(1,701,497)
(871,299)
3,536,929
20,063,357
Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM
4,004,544
4,523,940
11,088,764
104,508
26
(979,011)
(24,168)
1,589,630
10,397,779
58,497
(734,348)
(581,729)
2,087,181
9,568,178
Renovation
RM
925,354
1,050,665
Capital
work-inprogress
RM
109,696,168
108,742,092
86,507,439
216,821
(2,256,082)
(493,130)
13,211,434
75,828,396
170,120
(3,722,509)
(4,032,791)
15,181,192
68,232,384
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
91
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
Motor
vehicles
RM
Furniture,
fittings and
office
equipment
RM
Capital
work-inprogress
RM
Total
RM
Cost
516,210
254,194
1,495,340
2,265,744
Additions
2,160
213,272
215,432
Disposals
(1,677)
(1,677)
Write off
(2,350)
(2,350)
Adjustment
516,210
252,327
912,563
1,681,100
Additions
1,150
12,791
13,941
Disposals
(142,097)
(142,097)
374,113
253,477
855,369
1,482,959
As of April 1, 2014
251,629
128,296
379,925
103,242
50,721
153,963
Disposals
(1,202)
(1,202)
Write off
(1,259)
(1,259)
354,871
176,556
531,427
74,822
50,581
125,403
Disposals
(80,522)
(80,522)
349,171
227,137
576,308
161,339
75,771
912,563
1,149,673
24,942
26,340
855,369
906,651
As of April 1, 2014
Adjustment
As of March 31, 2016
(796,049)^
(796,049)
(69,985)
(69,985)^
Carrying amounts
The adjustment relates to expenses paid on behalf of subsidiaries for ERP software capitalised as asset in prior years.
Leasehold buildings, freehold land, factory buildings, shop-office buildings and capital work-in- progress of the Group with total carrying value of
RM46,626,117 (2015: RM47,619,354) are charged to certain local licensed banks for banking facilities granted to the Group as mentioned in Note 32.
The carrying amounts of certain motor vehicles of the Group acquired under hire-purchase arrangements are RM37,232 (2015: RM164,959).
92
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Short-term
leasehold land
RM
Long-term
leasehold land
RM
Total
RM
105,820
14,256,333
14,362,153
16,427
948,667
965,094
2,385
175,271
177,656
At end of year
18,812
1,123,938
1,142,750
Carrying amount
87,008
13,132,395
13,219,403
Short-term
leasehold land
RM
Long-term
leasehold land
RM
Total
RM
105,820
14,256,333
14,362,153
14,042
775,374
789,416
2,385
173,293
175,678
At end of year
16,427
948,667
965,094
Carrying amount
89,393
13,307,666
13,397,059
At cost
At beginning and end of year
Accumulated amortisation
At beginning of year
Amortisation for the year
At cost
At beginning and end of period
Accumulated amortisation
At beginning of period
Amortisation for the period
The leasehold land of the Group with total carrying value of RM10,454,287 (2015: RM10,688,152) are charged to certain local licensed banks for
banking facilities granted to the Group as mentioned in Note 32.
Long-term
leasehold
land and
buildings
RM
Long-term
leasehold
land
RM
Freehold
land
RM
Freehold
shoplot
RM
Buildings
RM
Total
RM
At beginning of year
300,000
620,000
750,000
730,000
2,400,000
172,500
172,500
At end of year
300,000
620,000
750,000
902,500
2,572,500
At fair value
93
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Long-term
leasehold land
and buildings
RM
Long-term
leasehold
land
RM
Freehold
land
RM
Freehold
shoplot
RM
Buildings
RM
Total
RM
At beginning of year
1,490,000
300,000
620,000
720,000
760,000
3,890,000
4,969,200
4,969,200
(6,109,200)
(6,109,200)
(350,000)
30,000
(30,000)
(350,000)
300,000
620,000
750,000
730,000
2,400,000
At fair value
The Company
2015
RM
12,469,200
12,469,200
2,140,800
14,610,000
12,469,200
At fair value
At beginning of year
Additions during the year
Increase in fair value during the year (Note 8)
At end of year
The fair values of the investment properties of the Group and of the Company were determined based on valuation by an independent qualified valuer,
who has the qualification and recent experience in the fair value measurement of properties in the relevant location. Fair value of the investment property
was determined based on the market comparison method that reflect recent transacted prices for similar properties and depreciated replacement cost
method. In estimating the fair values of the properties, the highest and best use of the properties is their current use. There has been no change to the
valuation technique during the year.
Details of the Groups and of the Companys investment properties and information about the fair value hierarchy as of March 31, 2016 are as follows:
The Group 2016
Investment properties
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
2,572,500
2,572,500
2,400,000
2,400,000
14,610,000
14,610,000
12,469,200
12,469,200
94
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The rental income and direct operating expenses arising from investment properties of the Group and of the Company are as follows:
The Group
2016
RM
Rental income (Note 7)
Direct operating expenses
The Company
2016
RM
2015
RM
2015
RM
225,600
152,534
596,760
20,603
35,528
55,726
26,957
The Company
2016
RM
2015
RM
290,703,731
15,523,394
2,153,600
8,750,000
26,790,900
17,676,994
35,540,900
943,203
344,864,828
327,187,834
At beginning of year
16,722,013
950,810
Additions
10,000,000
15,771,203
At end of year
26,722,013
16,722,013
318,142,815
310,465,821
Carrying amount
Details of the subsidiaries of the Group as at the end of the reporting period are as follows:
Name of Company
Country of
Incorporation
Proportion of ownership
interest and voting power
held by the Group
2016
2015
%
%
Principal Activities
Hong Kong
100.00
70.00
Hong Kong
51.00
Malaysia
80.00
80.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Dormant.
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
^^
Marketing of beverages.
Investment holding.
Operator of cafe outlets.
95
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Name of Company
Proportion of ownership
interest and voting power
held by the Group
Country of
Incorporation
2016
%
2015
%
Peoples
Republic of
China
51.00
Malaysia
100.00
100.00
Singapore
100.00
100.00
Malaysia
100.00
100.00
Dormant.
Malaysia
100.00
100.00
Investment holding.
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Dormant.
Malaysia
100.00
100.00
Investment holding.
Hong Kong
100.00
100.00
Investment holding.
Peoples
Republic of
China
100.00
70.00
Peoples
Republic of
China
100.00
Malaysia
100.00
100.00
Malaysia
100.00
100.00
Principal Activities
Central food processing centre and trading of food
products.
^^ The financial statements of this company are examined by a member firm of the auditors of the Company.
* The financial statements of this company are examined by auditors other than the auditors of the Company.
# Held through Kopitiam Asia Pacific Sdn. Bhd..
^ Held through Old Town Kopitiam Butterworth Sdn. Bhd..
Held through Oldtown Singapore Pte. Ltd..
Held through April Eight (China) Limited.
+ Held through Advance City Limited.
@ Held through Oldtown Logistics Sdn. Bhd..
## Held through OTK (HK) Investment Limited.
The year end of the subsidiaries incorporated in Peoples Republic of China is December 31 due to local statutory requirement. For the purpose of
consolidation, the audited financial statements of the respective subsidiaries for the year ended December 31, 2015 have been used, and appropriate
adjustments have been made for the effects of significant transactions between that date and March 31, 2016.
Subsidiaries acquired
During the financial year, the Group acquired 51.00% interest in April Eight (China) Limited (AEC), a company incorporated in Hong Kong for a total
cash consideration of Hong Kong Dollar (HKD)3,000,000 (equivalent to RM1,544,880) from Join Dream Groups Limited. AEC owns a wholly foreign
owned subsidiary, Guangzhou Supreme Food Service Limited (GSF), in Guangzhou, Peoples Republic of China, with a registered share capital of
Renminbi (RMB) 1,000,000. The acquisition was completed on October 7, 2015.
96
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
GSF
RM
Total
RM
44,872
44,872
5,672
5,672
1,792
1,411
3,203
(36,525)
(46,324)
(82,849)
(29,061)
(41)
(29,102)
Non-current asset
Deferred preliminary expenses
Current assets
Current liabilities
Trade and other payables
Non-controlling interests
The non-controlling interests (49.00% ownership interest in AEC and GSF) recognised at the acquisition date amounted to RM14,260.
Consideration transferred
Less : Non-controlling interests
(14,260)
29,102
1,559,722
(3,203)
(288,000)
1,253,677
465,111
742,543
97
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Place of incorporation
and operation
Malaysia
Hong Kong
Peoples Republic of China
1
1
1
Malaysia
Singapore
8
1
10
1
Investment holding
Malaysia
Hong Kong
2
1
Malaysia
Hong Kong
Peoples Republic of China
2
1
20
17
Others
Industry
Place of incorporation
and operation
Hong Kong
Peoples Republic of China
1
1
Malaysia
Peoples Republic of China
1
1
Investment holding
Hong Kong
Details of non-wholly owned subsidiaries that have material non-controlling interests are as follows:
Name of
Company
Proportion of ownership
interest and voting rights
held by non-controlling
interests
Profit/(Loss)
allocated to
non-controlling
interests
Accumulated
non-controlling
interests
2016
%
2015
%
2016
RM
2015
RM
2016
RM
2015
RM
Malaysia
20
20
118,568
97,764
388,307
313,739
Hong Kong
49
(12,484)
(560)
Guangzhou Supreme
Food Service Limited
Peoples
Republic of China
49
(351,362)
(360,425)
Hong Kong
30
357,132
1,784,399
3,737,878
Peoples
Republic of China
30
(109,120)
(295,904)
2,734
1,586,259
27,322
98
Country of
incorporation and
principal place of
business
(258,303)
3,793,314
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
2016
RM
2015
RM
1,461,107
1,461,107
1,101,002
1,101,002
(22,178)
(140,514)
1,438,929
1,320,593
1,101,002
1,101,002
Details of the Groups associates as at the end of the reporting period are as follows:
Name of Company
Country of
Incorporation
Proportion of ownership
interest/voting rights
held by the Group
2016
2015 Principal
%
% Activities
Financial
Year End
Singapore
50.00
December 31
Malaysia
40.00
December 31
Malaysia
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 year end 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 it for group reporting purposes. For the purpose of applying equity method of accounting, the audited financial
statements of the respective associates for the year ended December 31, 2015 have been used, and appropriate adjustments have been made for the
effects of significant transactions between that date and March 31, 2016.
Summarised financial information in respect of the Groups associates is set out below:
The Group
2016
RM
2015
RM
6,907,490
7,785,021
Total liabilities
(10,079,919)
(7,965,362)
Net liabilities
(3,172,429)
(180,341)
736,709
618,373
Goodwill on associates
702,220
702,220
1,438,929
1,320,593
Total revenue
25,599,450
28,980,785
(2,831,315)
(1,903,393)
148,336
(144,548)
Total assets
99
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
2016
RM
2015
RM
1,057,567
1,057,567
10,049,153
27,136,955
2016
RM
2015
RM
10,049,153
10,312,054
Non-current
Available-for-sale investments:
Unquoted shares in Indonesia, at cost
Current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
The Company
Current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
The fair value hierarchy for quoted unit trusts of the Group and of the Company are classified as Level 1. There was no transfers between Level 1 and
Level 2 in both 2016 and 2015.
100
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
2015
RM
At cost
25,671,638
25,671,638
1,559,722
27,231,360
25,671,638
At beginning of year
5,459,643
1,959,643
3,000,000
3,500,000
At end of year
8,459,643
5,459,643
Carrying amount
18,771,717
20,211,995
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, distribution
centre and central food processing centre of which each group of outlets, distribution centre and central food processing centre represent a Cash
Generating Units (CGU).
Goodwill arose from the acquisition of six (6) 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., Conneczone Sdn. Bhd. and Guangzhou Supreme Food Service
Limited because the cost of the combination included a control premium. In addition, the consideration paid for the combination effectively included
amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of the subsidiaries.
These benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
The Group also acquired the supplier exclusive rights as part of the acquisition from Emperors Kitchen Sdn. Bhd., Esquire Chef Sdn. Bhd. and Dynasty
Confectionery Sdn. Bhd. and distribution network from Advance City Limited. These intangible assets have been separately recognised from goodwill as it
met the definition of intangible assets as disclosed in Note 21.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
The recoverable amounts of the CGUs were based on value-in-use calculations. The calculations were determined using projected cash flows for a five
to ten-year 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 13.0% to 18.7% (2015: 12.2% to 15.5%);
here 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 range from 0% to 2.0% (2015: 3.0%) 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 and China is 24% and 25% respectively (2015: 24% and Nil). 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.
101
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Sustained declines in sales and profits recorded by one of the cash generating units (CGUs) operating cafe outlets in the prior year resulted in a
determination that a portion of the allocated goodwill to this CGU be written down based on a recoverable amount projection using present value of future
cash flows generated. As a result, the Group recorded an impairment loss to the goodwill of RM3.5 million in the fourth quarter of financial year ended
March 31, 2015.
While the cafe outlets run under this CGU have, during financial year ended March 31, 2016 contributed positively to the earnings of the Group, they
continued to underperform with actual sales volumes and profit levels below those assumed in the Groups 2015 estimation. Goods and Services Tax
(GST) implementation, which contributed to a tightening of spending by consumers in terms of frequency and amount spent, has impacted sales for
the first 6 months of the year. The Group tested the remaining allocated goodwill of this CGU of RM7.63 million for impairment in the fourth quarter of
2016 pursuant to the Groups accounting policy. The Group has further written down the goodwill by RM3.0 million based on the revised estimation of the
recoverable amount of the CGU considering the existing and anticipated market sentiment for the future.
The estimated recoverable amounts of all other CGUs with total goodwill of RM14.2 million allocated were in excess of their respective carrying values
from the impairment testing carried out by the Group in the fourth quarter of 2016.
The directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the
aggregate carrying amount to exceed the aggregate recoverable amount of the CGUs.
Distribution
network
RM
Supplier
exclusive right
RM
Total
RM
17,790,744
23,432,693
41,223,437
As of April 1, 2014
1,186,050
6,639,263
7,825,313
1,186,050
2,343,269
3,529,319
2,372,100
8,982,532
11,354,632
1,186,050
2,343,269
3,529,319
3,558,150
11,325,801
14,883,951
15,418,644
14,450,161
29,868,805
14,232,594
12,106,892
26,339,486
At beginning
of year
RM
Recognised in
profit or loss
RM
Translation
differences
RM
At end
of year
RM
(112,000)
16,000
(96,000)
1,201,000
(185,000)
1,016,000
96,000
7,000
103,000
1,185,000
(162,000)
1,023,000
Cost
At beginning and end of year
Accumulated amortisation
Carrying amount
102
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
At beginning
of year
RM
Recognised in
profit or loss
RM
Translation
differences
RM
At end
of year
RM
(5,764,076)
(405,831)
(19,263)
(6,189,170)
(32,000)
(106,000)
(138,000)
(162,000)
613,000
451,000
Bank balances
(57,000)
559,000
502,000
Trade payables
(11,000)
96,000
85,000
Borrowings
125,000
(61,000)
64,000
246,000
(246,000)
22,000
(7,000)
15,000
(5,633,076)
442,169
(19,263)
(5,210,170)
At beginning
of year
RM
Recognised in
profit or loss
RM
Translation
differences
RM
At end
of year
RM
The Group
2015
Deferred tax assets
(248,000)
136,000
(112,000)
1,122,000
79,000
1,201,000
89,000
7,000
96,000
963,000
222,000
1,185,000
(5,682,731)
(71,991)
(9,354)
(5,764,076)
(15,000)
(17,000)
(32,000)
34,000
(196,000)
(162,000)
Bank balances
(106,000)
49,000
(57,000)
Trade payables
(11,000)
(11,000)
(20,000)
145,000
125,000
246,000
246,000
19,000
3,000
22,000
(5,770,731)
147,009
(9,354)
(5,633,076)
Borrowings
Fair values change on forward contracts
Unabsorbed tax capital allowances
103
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
At beginning
of year
RM
Recognised in
profit or loss
RM
At end
of year
RM
(5,000)
(5,000)
Investment properties
(107,000)
(107,000)
(112,000)
(112,000)
23. INVENTORIES
The Group
2016
RM
2015
RM
11,071,139
13,386,622
Raw materials
5,558,908
10,201,556
3,188,931
3,686,552
Packing materials
3,181,926
2,162,283
Work-in-progress
1,222,116
340,758
Goods-in-transit
501,959
166,112
Spare parts
479,840
190,150
Point-of-sale materials
314,138
25,518,957
30,134,033
The cost of inventories of the Group recognised as an expense during the year was RM180,152,458 (2015: RM182,511,114).
The Company
2016
RM
2015
RM
2016
RM
2015
RM
Trade receivables
49,003,827
45,564,886
Other receivables
1,888,326
1,229,548
226
57,537
Refundable deposits
8,939,027
8,794,734
6,170
7,360
59,831,180
55,589,168
6,396
64,897
45,642
2,684,209
3,161,233
3,408,045
187,943
138,708
63,038,055
61,681,422
194,339
203,605
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 are repayable upon demand.
Trade transactions of the Group were on cash terms and credit period which ranged from 7 to 90 days (2015: 7 to 90 days). Interest at a rate of 4.50%
(2015: Nil) per annum is charged on the outstanding balances for certain customers.
104
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
2015
RM
Ringgit Malaysia
35,148,330
28,835,011
7,990,544
8,052,145
Chinese Renminbi
3,753,795
336,786
2,025,350
6,504,244
Singapore Dollar
1,657,492
2,976,362
Euro
168,454
Thai Baht
148,188
89,886
50,892,153
46,794,434
Included in trade of the Group are related parties balances of RM3,335,478 (2015: RM4,762,043).
included in trade receivables of the Group are receivables with total carrying amount of RM11,887,802 (2015: RM13,008,565) which are past due at
the end of the reporting period for which the Group has not provided for impairment loss. The Group does not hold any collateral over these balances nor
does it have a legal right to offset against any amounts owed by the Group to the counterparty.
Ageing of trade receivables which are past due but not impaired are as follows:
The Group
2016
RM
2015
RM
10,182,170
8,725,749
31 days to 60 days
892,970
1,003,095
61 days to 90 days
223,948
742,272
72,208
2,154,839
516,506
382,610
11,887,802
13,008,565
Within 30 days
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
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
2016
RM
2015
RM
Trade account
4,301,670
2,845,801
Non-trade account
2,227,343
40,000
30,000
40,000
6,529,013
2,885,801
30,000
40,000
323,970
Non-current:
Non-trade account
The non-trade balance of amount owing by associate of a foreign subsidiary of the Group includes loans given which bears interest at a rate of 6.00%
(2015: 6.00%) per annum and is repayable over 24 equal monthly instalments. Additional loans granted to the associate during the year bears interest at
a rate of 6.00% which are repayable upon demand. The non-trade balance of the Company arose from dividend receivable.
The trade balance of amount owing by associates of the Group arose mainly from normal trade transactions.
The currency profile of amount owing by associates are as follows:
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
Singapore Dollar
6,499,013
3,169,771
Ringgit Malaysia
30,000
40,000
30,000
40,000
6,529,013
3,209,771
30,000
40,000
The amount owing by subsidiaries arose mainly from dividend receivable, advances granted and expenses paid on behalf which are unsecured, interestfree and are repayable upon demand.
106
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Other than as disclosed elsewhere in the financial statements, the related parties and their relationship with the Company and its subsidiaries are
as follows:
Names of related parties
Relationship
107
108
11,835,510
Dividend
paid/payable
RM
The Group
2016
423,474
469,187
683,221
435,878
304,818
1,063,568
626,508
458,608
3,372,143
17,666
Trade
sales
RM
225,304
603,721
Trade
purchases
RM
119,625
Purchase of
property,
plant and
equipment
RM
8,486
22,400
16,200
11,400
1,356,000
Rental
paid/
payable
RM
18,000
14,005
Secondment
of staff
charges
received/
receivable
RM
43,662
43,185
38,031
39,322
25,853
91,472
38,767
38,944
504,961
190,780
Advertising
and
promotion
fees received/
receivable
RM
72,770
71,974
63,385
65,537
43,088
152,454
64,611
64,906
841,604
317,967
Royalty fees
received/
receivable
RM
1,280
1,639
12,339
11,889
4,300
1,528
5,228
11,928
11,979
430,174
187,289
190,760
4,800
Others
RM
541,186
585,985
814,976
552,626
8,486
26,700
16,200
389,292
1,312,722
225,304
741,814
574,437
11,400
1,153,520
4,905,997
717,173
13,196,310
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
MBHHotelSdn.Bhd.
Dividend
paid/payable
RM
The Group
2016
407
130
216,544
630,370
501,364
919,329
535,095
361,682
388,338
308,651
342,171
468,231
445,976
478,928
289,149
Trade
sales
RM
76,802
975
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
171,600
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
54,119
44,660
68,855
47,944
31,321
34,623
32,286
29,681
43,773
39,305
52,138
25,750
Advertising
and
promotion
fees received/
receivable
RM
90,198
74,433
114,758
79,906
52,202
57,705
53,809
49,468
72,954
65,509
86,897
42,917
Royalty fees
received/
receivable
RM
10,752
130,200
3,878
1,639
14,028
11,848
1,639
1,639
1,639
3,200
1,639
1,780
1,780
1,780
Others
RM
10,752
76,802
172,982
130
130,200
216,544
778,565
622,096
1,116,970
674,793
446,844
482,305
396,385
424,520
586,597
552,570
619,743
359,596
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
109
110
Dividend
paid/payable
RM
The Group
2016
915,982
221,051
487,114
493
550,375
208,404
2,204,163
507,109
584,903
363,579
Trade
sales
RM
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
16,800
31,650
60,000
20,640
Rental
paid/
payable
RM
17,619
7,200
Secondment
of staff
charges
received/
receivable
RM
65,376
19,693
38,581
25,684
36,759
17,702
29,531
49,089
38,175
Advertising
and
promotion
fees received/
receivable
RM
105,543
32,822
64,302
42,807
61,266
29,504
44,296
81,814
63,626
Royalty fees
received/
receivable
RM
320
3,605
1,569
1,330
31,404
32,129
1,479
6,330
1,280
1,780
Others
RM
16,800
31,650
60,000
20,960
1,108,125
275,135
591,327
100,388
680,529
257,089
2,204,163
594,466
717,086
467,160
Total
RM
OLDTOWN BERHAD797771-M
11,835,510
Dividend
paid/payable
RM
The Group
2015
534,658
533,937
586,721
628,647
334,664
1,069,367
571,701
616,710
3,696,307
18
Trade
sales
RM
716,195
Trade
purchases
RM
3,996
Purchase of
property,
plant and
equipment
RM
21,600
20,501
10,950
1,302,000
Rental
paid/
payable
RM
27,475
3,056
Secondment
of staff
charges
received/
receivable
RM
55,085
51,481
44,149
56,609
29,596
86,575
44,579
33,129
603,291
222,278
Advertising
and
promotion
fees received/
receivable
RM
91,808
85,801
73,581
94,348
49,326
144,291
74,298
55,216
1,005,486
370,463
Royalty fees
received/
receivable
RM
12,280
14,793
16,538
13,793
14,316
57,406
47,000
13,668
14,023
1,900
421,737
51,993
234,708
53,600
Others
RM
693,831
686,012
720,989
793,397
21,600
20,501
455,377
1,360,695
47,000
704,246
719,078
12,850
1,141,928
5,357,077
827,467
13,191,110
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
111
112
787,080
317,682
80,428
240
1,942
3,480
10,000
6,960
1,233,721
766,185
836,259
628,887
378,287
438,666
398,499
224,871
509,006
472,253
793,095
403,929
Trade
sales
RM
Dividend
paid/payable
RM
The Group
2015
92,780
59,747
Trade
purchases
RM
Purchase of
property,
plant and
equipment
RM
53,240
171,600
41,800
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
15,461
11,471
5,914
63,240
47,225
71,274
55,089
32,381
38,885
40,653
16,203
46,212
39,909
33,294
31,393
Advertising
and
promotion
fees received/
receivable
RM
25,769
19,119
9,857
12,767
105,400
78,709
118,789
91,815
53,969
64,808
67,755
27,006
77,020
66,514
55,489
52,321
Royalty fees
received/
receivable
RM
31,090
1,750
50,094
96,243
18,836
5,556
14,793
13,793
3,893
9,030
14,793
12,780
37,923
15,220
Others
RM
859,400
348,272
96,199
12,767
53,240
92,780
240
175,292
3,480
10,000
59,747
6,960
1,452,455
1,030,162
1,045,158
781,347
479,430
556,152
510,800
277,110
647,031
591,456
919,801
502,863
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
489,484
2,481,088
113,885
223,733
984,666
478,860
394,574
278,124
202,248
106,804
12,600
547,261
530,833
109,388
Trade
sales
RM
Dividend
paid/payable
RM
Trade
purchases
RM
60,000
Purchase of
property,
plant and
equipment
RM
19,800
19,440
60,000
3,600
Rental
paid/
payable
RM
Secondment
of staff
charges
received/
receivable
RM
29,095
8,883
18,190
66,555
24,796
38,698
36,284
16,842
16,313
8,789
50,212
51,226
8,713
Advertising
and
promotion
fees received/
receivable
RM
43,642
14,805
30,316
110,925
41,326
64,696
60,474
28,069
27,188
14,649
83,687
85,377
14,522
Royalty fees
received/
receivable
RM
69,555
3,030
13,474
24,733
20,663
12,480
15,203
985
16,775
4,530
Others
RM
19,800
19,440
60,000
69,555
565,251
2,481,088
137,573
285,713
1,186,879
86,785
594,534
506,535
324,020
245,749
130,242
12,600
761,535
671,966
132,623
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
113
114
11,835,510
Dividend
paid/payable
RM
Subsidiaries
The Company
2016
30,000
1,700,000
7,000,000
1,500,000
6,000,000
3,600,000
400,000
1,200,012
400,000
176,000
2,688,215
Dividend
received/
receivable
RM
2,110,967
25
70,378
113,046
155,691
452,498
395,156
580
62,093
24,409
Interest
received
RM
2,153,600
Acquisition
of shares in
subsidiary
RM
4,800
Rental
paid/
payable
RM
449,160
Rental
received/
receivable
RM
61,575
Sale of
property,
plant and
equipment
RM
4,234
40,000
2,176
Others
RM
30,000
1,700,000
9,120,001
2,153,625
70,378
1,613,046
644,851
6,516,249
3,995,156
400,580
1,262,105
424,409
176,008
2,688,215
11,835,510
Total
RM
OLDTOWN BERHAD797771-M
11,835,510
Dividend
paid/payable
RM
Subsidiaries
The Company
2015
40,000
5,100,000
15,000,000
1,700,000
15,000,000
12,000,000
1,200,000
4,800,048
2,200,000
176,000
1,660,582
Dividend
received/
receivable
RM
943,203
Deemed
contribution
arising from waiver
of intercompany
debts
RM
26,790,900
Acquisition
of shares in
subsidiary
RM
4,800
Rental
paid/
payable
RM
13,152
Rental
received/
receivable
RM
7,500,000
Acquisition
of investment
property
RM
3,000
800
47,860
Others
RM
40,000
5,103,000
15,005,600
26,790,900
1,700,000
7,561,012
15,000,000
12,943,203
1,200,000
4,800,048
2,200,000
176,000
1,660,582
11,835,510
Total
RM
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
115
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
1,518,154
1,638,753
173,268
153,648
1,691,422
1,792,401
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 RM50,577 (2015: RM55,569).
The Company
2016
RM
2015
RM
2016
RM
2015
RM
1,612,855
1,791,482
40,476,144
63,518,946
14,988,593
26,009,554
55,961,581
24,750,128
11,752
53,838
71,351,526
44,920,216
39,169,895
18,339,842
169,402,106
134,980,772
54,170,240
44,403,234
The Company
2016
%
2015
%
2016
%
2015
%
Fixed deposits
3.15 - 4.20
3.15 - 3.70
2.68 - 3.58
2.39 - 3.27
2.68 - 3.58
2.39 - 3.27
The fixed deposits of the Group have maturity period of 365 days (2015: 365 days).
Other cash equivalents of the Group and of the Company comprised available-for-sale quoted money market funds in Malaysia carried at fair value. The
fair value hierarchy for other cash equivalents is classified as Level 1. There was no transfers between Level 1 and Level 2 in both 2016 and 2015.
116
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The currency profile of fixed deposits and other cash and cash equivalents are as follows:
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
Ringgit Malaysia
120,237,202
119,622,371
54,170,240
44,403,234
24,923,601
9,636,569
Singapore Dollar
12,336,411
2,566,991
Chinese Renminbi
6,130,903
254,142
5,773,989
2,900,699
169,402,106
134,980,772
54,170,240
44,403,234
The fixed deposits of the Group with carrying amounts of RM1,612,855 (2015: RM776,175) are placed under lien to local licensed banks as security for
banking facilities granted to the Group and to franchisees to finance renovation costs as disclosed in Note 32.
2015
RM
Authorised:
500,000,000
500,000,000
500,000,000
500,000,000
At beginning of year
453,597,242
453,597,242
453,597,242
453,597,242
Allotment of shares
9,641,859
9,641,859
463,239,101
453,597,242
463,239,101
453,597,242
At end of year
During the current financial year, the issued and paid-up ordinary share capital of the Company was increased from RM453,597,242 to RM463,239,101
by the issuance of 9,641,859 new ordinary shares of RM1.00 each at an issue price of RM1.61 per ordinary share for the acquisition of the remaining
30.00% interests in Advance City Limited as disclosed in Note 17.
The resulting premium arising from the shares issued above of RM5,881,535 has been credited to the share premium account.
The new ordinary shares issued rank pari passu with the then existing ordinary shares of the Company.
117
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
No. of shares
repurchased
Lowest price
paid per share
RM
Highest price
paid per share
RM
Average price
paid per share
(including
incidental costs)
RM
11,461,900
1.46
2.90
1.85
21,148,964
1,000
1.64
1.64
1.68
1,682
September 2015
295,300
1.28
1.30
1.29
380,851
November 2015
10,000
1.39
1.39
1.40
14,002
Month
As of April 1, 2015
May 2015
Total
consideration
RM
21,545,499
11,768,200
During the financial year, the Company repurchased a total of 306,300 units (2015: 10,850,900 units) of its own shares from the open market of Bursa
Malaysia Securities Berhad for total cost of RM396,535 (2015: RM19,662,456) which has been deducted from equity. The average price paid for the
shares repurchased during the year was RM1.29 (2015: RM1.81) per share. The repurchase transactions were financed by internally generated funds.
The shares repurchased are being held as Treasury Shares in accordance with the requirements of Section 67A of the Companies Act, 1965.
As of March 31, 2016, 11,768,200 (2015: 11,461,900) out of the total of 463,239,101 (2015: 453,597,242) issued and paid-up ordinary shares are
held as Treasury Shares by the Company. The number of ordinary shares of RM1 each in issue and paid-up as of March 31, 2016 after excluding the
Treasury Shares is 451,470,901 (2015: 442,135,342).
The mandate given by the shareholders will expire at the forthcoming AGM and an ordinary resolution will be tabled at the AGM for shareholders to grant
a fresh mandate for another year.
28. RESERVES
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
9,435,179
3,553,644
9,435,179
3,553,644
(222,653,894)
(222,653,894)
3,655,716
2,822,484
1,907,547
2,281,741
1,225,913
651,896
(207,655,452)
(213,996,025)
10,661,092
4,205,540
Share premium
Reserve arising from restructuring
Share premium
2015
RM
3,553,644
3,553,644
Issue of shares
5,881,535
9,435,179
3,553,644
118
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Group
2016
RM
2015
RM
(222,653,894)
(222,653,894)
The Group
2016
RM
2015
RM
2,822,484
1,067,983
833,232
1,754,501
3,655,716
2,822,484
Exchange differences relating to the translation of the net assets of the Groups foreign operations from their functional currencies to the Groups
presentation currency (i.e. Ringgit Malaysia) are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve (in respect of translating the net assets of
foreign operations) are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.
Investment revaluation reserve
The Group
The Company
2016
RM
2015
RM
2016
RM
2015
RM
2,281,741
1,415,459
651,896
488,494
2,845,453
3,045,875
1,386,120
1,533,870
(3,219,647)
(2,179,593)
(812,103)
(1,370,468)
1,907,547
2,281,741
1,225,913
651,896
The investment revaluation reserve represents accumulated gains and losses arising from the changes in fair values of available-for-sale quoted
investments that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been
disposed of or are determined to be impaired.
2015
RM
3,793,314
5,041,736
(14,260)
2,734
1,586,259
81,817
450,882
(3,792,283)
Dividend received
(44,000)
(3,285,563)
27,322
3,793,314
119
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Minimum
hire-purchase payments
2016
2015
RM
RM
51,648
144,371
49,799
135,893
13,815
65,463
12,516
62,315
65,463
209,834
62,315
198,208
(3,148)
(11,626)
62,315
198,208
62,315
198,208
(49,799)
(135,893)
Non-current portion
12,516
62,315
2015
RM
2017
49,799
2018
4,594
4,594
2019
4,956
4,956
2020
2,966
2,966
12,516
62,315
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 to 9 years (2015: 5 to 9 years). For the financial year ended March 31, 2016, the effective hire-purchase interest rates of the Group
ranged from 4.25% to 6.91% (2015: 4.25% to 7.11%) per annum. Interest rates are fixed at the inception of the hire-purchase arrangements.
The hire-purchase payables of the Group are secured by the assets under hire-purchase and are also guaranteed by certain directors of the Company.
120
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
32. BORROWINGS
The Group
2016
RM
2015
RM
15,869,661
19,302,349
(3,754,366)
(3,580,621)
Non-current portion
12,115,295
15,721,728
Secured :
Term loans
2015
RM
2017
3,678,789
2018
3,857,851
3,782,272
2019
2,483,423
2,483,263
2020
2,596,636
2,596,469
2021
2,308,186
2,391,965
869,199
788,970
12,115,295
15,721,728
The Groups term loans and other banking facilities with licensed banks amounting to RM40,665,759 (2015: RM55,622,531) 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) Fixed deposits placed under lien as disclosed in Note 26; and
iii) A stamped facility agreement of RM25.145 million (2015: RM25.145 million).
Term loans and other banking facilities to the extent of RM14,100,108 (2015: RM17,351,159) are also guaranteed by the Company, the directors of the
Company and the ultimate holding company jointly and severally.
The Group has five (5) term loans:
(a) an eight (8) year term loan of RM8,000,000 (2015: RM8,000,000) which is repayable by 95 monthly instalments of RM100,487 (2015: RM98,260)
each commencing January 2013;
(b) an eight (8) year term loan of RM9,000,000 (2015: RM9,000,000) which is repayable by 95 monthly instalments of RM111,302 (2015:
RM110,543) each commencing May 2013;
(c) a five (5) year term loan of USD1,710,000 (2015: USD1,710,000) which is repayable by 20 quarterly principal instalments of USD95,001 each
commencing November 2013;
(d) a ten (10) year term loan of RM765,000 (2015: RM765,000) which is repayable by 120 monthly instalments of RM7,892 each commencing May
2014; and
(e) a ten (10) year term loan of RM1,349,800 (2015: RM1,349,800) which is repayable by 120 monthly instalments of RM13,924 each commencing
May 2014.
121
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The fair values of the term loans have been estimated using discounted cash flow analysis based on the current borrowing rates for similar types of
borrowing arrangements and approximate their carrying amounts.
The effective interest rates for term loans range from 2.28% to 3.87% (2015: 3.11% to 7.51%) per annum.
The currency profile of the borrowings are as follows:
The Group
Ringgit Malaysia
United States Dollar
2016
RM
2015
RM
12,904,180
15,080,381
2,965,481
4,221,968
15,869,661
19,302,349
The Company
2016
RM
2015
RM
2016
RM
2015
RM
1,921,197
2,381,956
918,472
1,030,898
Others
295,814
453,079
3,740
1,214,286
1,483,977
3,740
3,135,483
3,865,933
3,740
Non-current portion:
Deferred franchise fees
Current portion:
Total
Deferred franchise fees represent franchise fees received in advance from franchisees. The revenue is recognised in profit or loss on a straight-line basis
over the term of the franchise agreement of 5 years (2015: 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 which are recognised in profit or loss on a straight-line basis over the term of the agreement of 1 year (2015: 1 year).
122
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
2015
RM
120,897
120,897
120,897
104,268
16,629
120,897
120,897
Carrying amount
Cost
At beginning and end of year
Accumulated amortisation
At beginning of year
Amortisation
Deferred capital grant relates to government grant received for the acquisition of plant and machinery. There were no unfulfilled conditions or
contingencies attached to this grant.
The Company
2016
2015
RM
RM
2016
RM
2015
RM
Trade payables
21,069,973
25,164,579
Other payables
16,112,245
16,681,549
7,664,313
7,407,532
Accrued expenses
14,502,088
17,667,974
84,500
85,650
4,122,504
4,548,993
124,960
89,960
55,806,810
64,063,095
7,873,773
7,583,142
468,736
9,592
56,275,546
64,063,095
7,883,365
7,583,142
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 (2015: 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 RM83,957 (2015: RM50,748).
The amounts owing to other payables of the Group mainly consist of dividend payable and amount outstanding arising from purchase of property, plant
and equipment. The amounts owing to other payables are unsecured, interest-free and are repayable upon demand.
123
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
2015
RM
RM
2016
RM
2015
RM
31,409,707
37,444,450
7,664,313
7,407,532
Euro
1,802,320
1,528,313
Chinese Renminbi
1,475,219
79,737
Singapore Dollar
1,463,256
437,356
563,476
747,025
468,240
1,609,247
37,182,218
41,846,128
7,664,313
7,407,532
Ringgit Malaysia
36. DIVIDENDS
The Group and The Company
2016
2015
RM
RM
Final dividend of 3.0 sen per share, single tier for 2015
(2015: 3.0 sen per share, single tier for 2014)
13,544,427
13,408,634
Interim dividend of 3.0 sen per share, single tier for 2016
(2015: 3.0 sen per share, single tier for 2015)
13,544,127
13,264,060
27,088,554
26,672,694
A final dividend declared in respect of the financial year ended March 31, 2015 under single tier tax system of 3.0 sen per share, amounting to
RM13,544,427 was paid on October 13, 2015.
An interim dividend declared in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,544,127 was
paid on April 13, 2016.
The directors proposed a final single tier dividend of 3.0 sen per share and a special single tier dividend of 3.0 sen per share in respect of the financial
year ended March 31, 2016. Both dividends are subject to shareholders approval at the forthcoming Annual General Meeting of the Company and has
not been included as liabilities in the financial statements. Upon approval by the shareholders, the dividends payment will be accounted for in equity as
an appropriation of retained earnings during the financial year ending March 31, 2017. The payment date and entitlement date of the final and special
dividends will be determined at a later date.
124
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Available-for-sale
financial assets
RM
Financial
liabilities at fair
value through
profit or loss
RM
Other
Financial
liabilities at
amortised cost
RM
Total
RM
59,831,180
59,831,180
6,529,013
6,529,013
98,050,580
71,351,526
169,402,106
1,057,567
1,057,567
10,049,153
10,049,153
55,806,810
55,806,810
6,034,281
6,034,281
Hire-purchase payables
62,315
62,315
Borrowings
15,869,661
15,869,661
55,589,168
55,589,168
3,209,771
3,209,771
90,060,556
44,920,216
134,980,772
1,057,567
1,057,567
27,136,955
27,136,955
1,025,900
63,037,195
64,063,095
6,068,859
6,068,859
Hire-purchase payables
198,208
198,208
Borrowings
19,302,349
19,302,349
Financial assets
Financial liabilities
The Group
2015
Financial assets
Financial liabilities
125
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
Loans and
receivables
RM
Available-for-sale
financial assets
RM
Other Financial
liabilities at
amortised cost
RM
Total
RM
6,396
6,396
79,767,311
79,767,311
30,000
30,000
15,000,345
39,169,895
54,170,240
10,049,153
10,049,153
7,873,773
7,873,773
5,917,755
5,917,755
64,897
64,897
90,128,000
90,128,000
40,000
40,000
26,063,392
18,339,842
44,403,234
10,312,054
10,312,054
7,583,142
7,583,142
5,917,755
5,917,755
Financial Assets
Trade and other receivables
Amount owing by subsidiaries
Amount owing by associates
Cash and cash equivalents
Other investments - quoted unit trusts
Financial Liabilities
The Company
2015
Financial Assets
Trade and other receivables
Amount owing by subsidiaries
Amount owing by associates
Cash and cash equivalents
Other investments - quoted unit trusts
Financial Liabilities
126
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Equity
2016
RM
2015
RM
2016
RM
2015
RM
SGD
170,388
61,175
118,862
125,030
HKD
81,068
(688)
410,662
381,876
USD
65,084
56,647
1,273
23,762
BAHT
2,253
2,023
EUR
(24,835)
(34,387)
RMB
(4,068)
(1,598)
131,891
13,100
The above impact are mainly attributable to the exposure on relevant currencies for receivables, bank balances, payables, borrowings and amount owing
by associates of the Group outstanding at the end of the reporting period. In the opinion of the management, the sensitivity analysis is unrepresentative of
the inherent foreign exchange risk as the year end exposure does not reflect the full exposure of the Group during the year.
127
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
128
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The maturity profile for the non-derivative financial assets/liabilities of the Group and of the Company at the end of the reporting period based on the
undiscounted cash flows of the respective financial assets/liabilities representing the earliest date on which the Group and the Company are entitled to
receive/required to pay, is as follows:
The Group
2016
On demand or
within 1 year
RM
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
10,049,153
1,057,567
11,106,720
59,831,180
59,831,180
6,529,013
6,529,013
170,718,278
170,718,278
247,127,624
1,057,567
248,185,191
55,806,810
55,806,810
6,034,281
6,034,281
51,648
13,815
65,463
4,356,326
12,688,302
566,541
17,611,169
66,249,065
12,702,117
566,541
79,517,723
180,878,559
(12,702,117)
491,026
168,667,468
27,136,955
1,057,567
28,194,522
55,589,168
55,589,168
2,885,801
343,408
3,229,209
136,832,329
136,832,329
222,444,253
343,408
1,057,567
223,845,228
63,037,195
63,037,195
6,068,859
6,068,859
144,371
65,463
209,834
4,324,693
16,522,522
672,685
21,519,900
73,575,118
16,587,985
672,685
90,835,788
148,869,135
(16,244,577)
384,882
133,009,440
129
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
On demand or
within 1 year
RM
1 year
to 5 years
RM
Over
5 years
RM
Total
RM
10,049,153
10,049,153
6,396
6,396
79,767,311
79,767,311
30,000
30,000
54,639,383
54,639,383
144,492,243
144,492,243
7,873,773
7,873,773
5,917,755
5,917,755
13,791,528
13,791,528
130,700,715
130,700,715
10,312,054
10,312,054
64,897
64,897
90,128,000
90,128,000
40,000
40,000
45,139,304
45,139,304
145,684,255
145,684,255
7,583,142
7,583,142
5,917,755
5,917,755
13,500,897
13,500,897
132,183,358
132,183,358
130
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Foreign
currency
Notional value
(RM)
Fair value
2,550,000
8,418,000
1,025,900
The fair values of foreign currency forward contracts, which are categorised as Level 2 in the fair value hierarchy, are calculated by reference to the
current rates for contracts with similar maturity profiles and is included in other payables of the Group.
Financial instruments carried at amortised cost
The carrying amounts of short-term financial assets and financial liabilities approximate their respective fair values due to the relatively short-term
maturity of these financial instruments.
The fair values of investments on unquoted shares are not established as it cannot be measured reliably without incurring excessive cost. Investment in
unquoted shares is measured at cost. The Group intends to hold the unquoted investment on a long-term basis.
The fair values of hire-purchase payables and borrowings, which are categorised as Level 2 in the fair value hierarchy, have been estimated using
discounted cash flow analysis based on the current borrowing rates for similar types of hire-purchase and borrowings arrangements and approximate
their carrying amounts.
The fair values of other classes of financial assets and financial liabilities are disclosed in the respective notes to the financial statements.
The Company
2016
2015
RM
RM
2016
RM
2015
RM
10,561,469
11,552,936
13,941
154,282
1,562,940
2,417,396
61,150
2,684,209
45,360
14,808,618
14,015,692
13,941
215,432
Cash purchase
131
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
The Company
2016
RM
2015
RM
2016
RM
2015
RM
1,612,855
1,791,482
40,476,144
63,518,946
14,988,593
26,009,554
55,961,581
24,750,128
11,752
53,838
71,351,526
44,920,216
39,169,895
18,339,842
169,402,106
134,980,772
54,170,240
44,403,234
(1,612,855)
(776,175)
167,789,251
134,204,597
54,170,240
44,403,234
Fixed deposits
2016
RM
2015
RM
11,947,474
12,243,173
2015
RM
8,089,707
10,424,631
5,479,996
7,592,068
13,569,703
18,016,699
132
788,774
5,599,211
116,598
129,389
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
147,209,565
12,513,649
20,120,599
(6,112,976)
(1,470,308)
Realised
(41,278)
(236,875)
Unrealised
19,100
96,361
171,408,843
145,598,743
12,513,649
20,120,599
(43,342,225)
(30,981,529)
128,066,618
114,617,214
12,513,649
20,120,599
Realised
Unrealised
Total share of retained earnings from associates
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
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Statement by Directors
The directors of OLDTOWN BERHAD state that, in their opinion, the accompanying financial statements are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a
true and fair view of the financial position of the Group and of the Company as of March 31, 2016 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 41, 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.
134
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Before me,
135
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
List of Properties
Owned by Oldtown Group
as at 31 March 2016
No
Title/Location
Description and
Existing Use/
Number of storey
Approximate
Land Area /
Built up Area
(Sq feet)
Tenure
Approximate
Age of Building
(Years) as at
31.03.2016
Audited Net
Book Value as
at 31.03.2016
(RM)
Date of
Revaluation/
*Date of
Acquisition
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
15 years
132,460
07.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
15 years
136,935
03.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
15 years
147,675
25.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area : 818
Freehold
15 years
193,042
06.12.2012*
Apartment used as
accommodation for
factory staff
Built- up
area : 818
Freehold
15 years
138,725
04.01.2011*
Apartment used as
accommodation for
factory staff
Built-up
area: 818
Freehold
15 years
138,725
04.01.2011*
136
OLDTOWN BERHAD797771-M
No
Incorporated In Malaysia
Title/Location
Description and
Existing Use/
Number of storey
Approximate
Land Area /
Built up Area
(Sq feet)
Approximate
Age of Building
(Years) as at
31.03.2016
Audited Net
Book Value as
at 31.03.2016
(RM)
Date of
Revaluation/
*Date of
Acquisition
2,399 /
2,400
Leasehold of
60 years,
expiring on
29.03.2052
19 years
215,667
10.02.2009*
2,399 /
2,400
Leasehold of
60 years,
expiring on
29.03.2052
19 years
199,728
04.05.2006*
Land area:
21,466
Leasehold of
99 years,
expiring on
17.04.2093
N/A
358,272
18.08.2006*
Land area:
59,656
Leasehold of
99 years,
expiring on
09.12.2107
N/A
5,931,630
18.05.2010*
10
Tenure
11
A double storey
bungalow rented to a
Children Home for
RM1 per month /
2 storeys
5,595 /
3,333
Leasehold of
999 years,
expiring on
28.09.2894
10 years
650,000
31.03.2016
12
3,972 /
12,207
999 years
expiring on
06.10.2896
8 years
3,860,000
31.3.2016
137
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
List of Properties
Owned by Oldtown Group
as at 31 March 2016
No
Title/Location
Description and
Existing Use/
Number of storey
13
14
15
16
138
Approximate
Land Area /
Built up Area
(Sq feet)
Tenure
Approximate
Age of Building
(Years) as at
31.03.2016
Audited Net
Book Value as
at 31.03.2016
(RM)
Date of
Revaluation/
*Date of
Acquisition
2,830 /
8,365
Freehold
7 years
2,200,000
31.3.2016
1,399 /
4,168
Freehold
7 years
1,050,000
31.3.2016
4,767/
14,304
Leasehold of
99 years
expiring on
28.03.2106
7 years
7,500,000
31.3.2016
Built-up area :
4,147
Leasehold of
999 years,
expiring on
30.12.2896
2 years
1,546,586
21.09.2012*
OLDTOWN BERHAD797771-M
No
Incorporated In Malaysia
Title/Location
Description and
Existing Use/
Number of storey
17
18
19
Approximate
Land Area /
Built up Area
(Sq feet)
Audited Net
Book Value as
at 31.03.2016
(RM)
Date of
Revaluation/
*Date of
Acquisition
Built-up area:
3,160
Leasehold of
999 years,
expiring on
30.12.2896
2 years
877,870
21.09.2012*
Office,
recreation block
and canteen,
factory,
warehouse /
3 storeys
2 storeys
2 storeys
1 storey
391,923 /
207,549
Leasehold of
99 years
expiring on
01.07.2072
3 years
48,724,318
09.01.2013
10,491 /
9,816
Leasehold of
99 years,
expiring on
04.07.2094
19 years
820,000
31.03.2016
Factory
and office /
1 storeys
10,491 /
7,916
Leasehold of
99 years,
expiring on
04.07.2094
19 years
800,000
31.03.2016
Tenure
Approximate
Age of Building
(Years) as at
31.03.2016
139
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
List of Properties
Owned by Oldtown Group
as at 31 March 2016
No
Title/Location
Description and
Existing Use/
Number of storey
21
Approximate
Land Area /
Built up Area
(Sq feet)
Tenure
Approximate
Age of Building
(Years) as at
31.03.2016
Audited Net
Book Value as
at 31.03.2016
(RM)
Date of
Revaluation/
*Date of
Acquisition
10,168 /
40,507
Leasehold of
99 years,
expiring on
27.04.2088
24 years
1,196,473
27.07.2005*
Used as staff
accommodation /
2 storeys
2,830 /
2,482
Leasehold of
99 years,
expiring on
22.05.2089
4 years
241,367
28.06.2012*
Used as staff
accommodation /
2 storeys
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
4 years
187,744
16.01.2012*
Used as staff
accommodation /
2 storeys
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
4 years
187,744
16.01.2012*
Used as staff
accommodation /
2 storeys
1,539 /
1,859
Leasehold of
99 years,
expiring on
22.05.2089
4 years
187,744
16.01.2012*
Built up area:
600
Freehold
19 years
750,000
31.03.2016
23
24
25
26
140
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Analysis of Shareholdings
as at 21 June 2016
SHARE CAPITAL
Authorised Share Capital
RM500,000,000
Class of Shares
Voting rights
ANALYSIS OF SHAREHOLDINGS
Size of Shareholdings
No of
Shareholders
No of
Shares
% of Issued
Share Capital*
226
5.22
9,329
0.00
100 to 1,000
572
13.23
354,427
0.08
2,634
60.90
11,267,856
2.50
10,001 to 100,000
757
17.50
21,426,125
4.74
100,001 to 22,573,494
(less than 5% of the issued share capital*)
134
3.10
193,568,173
42.88
0.05
224,843,991
49.80
4,325
100.00
451,469,901
100.00
1,001 to 10,000
Total
141
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Analysis of Shareholdings
as at 21 June 2016
SUBSTANTIAL SHAREHOLDERS
As per the Register of Substantial Shareholders
Name
Direct Interest
No of
% of Issued
Shares Held
Share Capital*
Indirect Interest
No of
% of Issued
Shares Held
Share Capital*
197,258,500
43.69
6,250,000
1.38
197,258,500 (1)
43.69
375,000
0.08
197,258,500 (1)
43.69
197,296,000 (2)
43.70
51,074,800
11.31
43,430,650
9.62
Direct Interest
No of
% of Issued
Shares Held
Share Capital*
Indirect Interest
No of
% of Issued
Shares Held
Share Capital*
25,000
0.01
6,250,000
1.38
197,258,500 (1)
43.69
375,000
0.08
197,258,500 (1)
43.69
465,937
0.10
Notes:(1) Deemed interested by virtue of his shareholdings in Old Town International Sdn Bhd, pursuant to Section 6A of the Companies Act, 1965
(2) Deemed interested by virtue of his shareholdings in Old Town International Sdn Bhd, Conneczone Puchong Sdn Bhd and Carefree Avenue Sdn Bhd
pursuant to Section 6A of the Companies Act, 1965
* Calculated based on 451,469,901 shares with voting rights, which does not include 11,769,200 treasury shares
142
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
NAME
No of
Shares Held
% of Issued
Share Capital*
189,886,000
42.06
34,957,991
7.74
17,312,825
3.84
13,228,175
2.93
12,988,459
2.88
10,252,900
2.27
10,000,000
2.21
8,110,700
1.80
7,372,500
1.63
10
7,200,000
1.59
11
7,083,500
1.57
12
6,750,200
1.50
13
6,250,000
1.38
14
6,000,000
1.33
15
5,333,400
1.18
143
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
Analysis of Shareholdings
as at 21 June 2016
No
NAME
No of
Shares Held
% of Issued
Share Capital*
16
5,150,375
1.14
17
3,600,000
0.80
18
3,571,400
0.79
19
2,700,000
0.60
20
2,480,000
0.55
21
2,452,850
0.54
22
2,380,000
0.53
23
2,238,525
0.50
24
2,225,600
0.49
25
1,995,300
0.44
26
1,842,500
0.41
27
1,500,000
0.33
28
1,446,279
0.32
29
1,436,300
0.32
30
1,414,000
0.31
379,159,779
83.98
Total
144
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
NOTICE IS HEREBY GIVEN THAT the Eighth (8th) Annual General Meeting (AGM) of Oldtown Berhad (Oldtown or the Company) will be held at
Ballroom 2, 3 & 4, Level 6, Weil Hotel, 292, Jalan Sultan Idris Shah, 30000 Ipoh, Perak Darul Ridzuan on Thursday, 8 September 2016 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 2016 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 2016.
Ordinary Resolution 1
3. To approve the payment of a special dividend of 3 sen per share under the singletier system in respect of the financial year ended 31 March 2016.
Ordinary Resolution 2
4. To approve the payment of Directors fees of RM163,500 for the financial year
ended 31 March 2016.
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
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 (excluding treasury shares) 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.
Ordinary Resolution 8
145
OLDTOWN BERHAD797771-M
Ordinary Resolution 9
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.
9. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR THE AUTHORITY TO
THE COMPANY TO PURCHASE ITS OWN SHARES OF UP TO TEN PER CENT (10%)
OF THE ISSUED AND PAID-UP SHARE CAPITAL (PROPOSED SBB RENEWAL)
THAT subject to the Act, the Articles of Association of the Company, the Main
Market Listing Requirements of Bursa Securities and all other applicable laws,
regulations and guidelines for the time being in force and the approvals of all
relevant governmental and/or regulatory authority, the Directors of the Company be
and is hereby authorised to purchase such number of ordinary shares of RM1.00
each in the Companys issued and paid up share capital as may be determined by
the Directors of the Company from time to time through Bursa Securities upon such
terms and conditions as the Directors may deem fit and expedient in the interest of
the Company, provided that:
146
Ordinary Resolution 10
Incorporated In Malaysia
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
(i) the aggregate number of ordinary shares purchased and/or held by the Company
as treasury shares shall not exceed ten per cent (10%) of the issued and paid-up
capital of the Company at any point in time; and
(ii) the maximum funds allocated by the Company for the purpose of purchasing its
shares shall not exceed the total retained profits and share premium account of
the Company.
THAT upon completion of the purchase by the Company of its own shares, the
Directors of the Company be authorised to deal with the shares purchased in their
absolute discretion in the following manner:
(i) cancel all the shares so purchased; and/or
(ii) retain the shares so purchased in treasury for distribution as dividend to the
shareholders and/or resell on the market of Bursa Securities; and/or
(iii) retain part thereof as treasury shares and cancel the remainder.
THAT such authority conferred by this resolution shall commence upon the passing
of this resolution and shall continue to be in force until:
(i) the conclusion of the next AGM of the Company following this AGM at which
such resolution was passed, at which time it will lapse, unless by an ordinary
resolution passed at that meeting, the authority is renewed, either unconditionally
or subject to conditions; or
(ii) the expiration of the period within which the next AGM after that date is required
by law to be held; or
(iii) revoked or varied by an ordinary resolution passed by the shareholders of the
Company in general meeting,
whichever occurs first.
AND THAT the Directors of the Company be authorised to give effect to the Proposed
SBB Renewal with full power to assent to any modifications and/or amendments as
may be required by the relevant authorities.
10. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
THAT alterations, modifications, additions or deletions to the Articles of Association
of the Company contained in Appendix I be and are hereby approved.
Special Resolution 1
11. To consider any other business of which due notice shall have been given in accordance
with the Act.
147
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
NOTES:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than two (2) proxies to attend and vote in his/her stead
at the same meeting. A proxy may but need not be a member of the Company and Section 149(1)(a) and (b) of the Act shall not apply to the Company.
2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholdings
to be represented by each proxy. Each proxy appointed, shall represent a minimum of 100 shares held by the member.
3. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (SICDA), it may
appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said
securities account.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (Omnibus Account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of
each Omnibus Account it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from
compliance with the provisions of subsection 25A(1) of SICDA.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is
a corporation, either under its common seal or under the hand of its attorney duly authorised.
6. The instrument appointing a proxy shall be deposited at the Share Registrar of the Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite,
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical
Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 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 30 August 2016. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint proxies to
attend and/or vote in his/her stead.
148
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
EXPLANATORY NOTES
1. Item 1 of the Agenda - The Audited Financial Statements for the financial year ended 31 March 2016 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 Act
The proposed Ordinary Resolution 8 is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. The
Ordinary Resolution 8, if passed, will empower the Directors of the Company, from the date of the Eighth AGM, to allot and issue new shares of the
Company up to an amount not exceeding in total ten percent (10%) of the issued share capital of the Company for the time being for such purposes
as the Directors consider would be in the best interest of the Company. This authority, unless earlier revoked or varied by the Company at a general
meeting, will expire at the next AGM of the Company.
The authority to issue shares pursuant to Section 132D of the Act will provide flexibility and expediency to the Company for any possible fund raising
activities involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving
equity deals or part equity or to fund future investment project(s) or for working capital requirements, which the Directors of the Company consider to
be in the best interest of the Company. The approval is sought to avoid any delay and cost in convening a general meeting to approve such issuance
of shares.
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 Seventh AGM of the Company held on 10 September 2015 and which will lapse at the conclusion of the Eighth
AGM. A renewal of this authority is being sought at the Eighth AGM.
3. Ordinary Resolution 9 - Proposed RRPT Mandates
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 29 July 2016
circulated together with this Annual Report.
4. Ordinary Resolution 10 - Proposed SBB Renewal
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 and paid-up share capital at any point in time upon such terms and conditions as the
Directors may deem fit in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the
next AGM of the Company.
Further information on the Proposed SBB Renewal is set out in Section 3 of the Circular to Shareholders dated 29 July 2016 circulated together with
this Annual Report.
5. Special Resolution 1 Proposed Amendments to the Articles of Association of the Company
The proposed amendments to the Articles of Association are in compliance with the enhancements issued by Bursa Securities amending certain
provisions of the Bursa Securities Main Market Listing Requirements.
149
OLDTOWN BERHAD797771-M
Incorporated In Malaysia
APPENDIX I
Referred to in the Notice of Eighth Annual General Meeting
The Company proposes to implement the amendments to the Articles of Association of the Company (for which differences are underlined and highlighted
in bold below under the columns Existing Articles and Amended Articles respectively).
No.
Existing Articles
2.
Word
N/A
134.
Meaning
N/A
No.
Amended Articles
2.
Word
Dividend
Reinvestment
Scheme
Meaning
Means a scheme which enables
members to reinvest cash dividend into
new shares.
The Company must issue its annual report that includes annual
audited financial statements together with the auditors
and directors reports of the Company, to the Exchange
and members within four (4) months from the close of the
financial year of the Company. In the event that the annual
report is issued in electronic format and a member requires
printed form of such document, the Company shall send such
documents to the member within four (4) Market Days from the
date of receipt of the members verbal or written request.
THAT the following Article 147A be inserted immediately after the existing Article 147 of the Companys Articles of Association:
N/A
147A.
164.
Deleted.
165.
Deleted.
166.
Deleted.
167.
A closed-up fund shall not conduct any other business other than
that of a closed-end fund.
Deleted.
THAT the following Article 168(7) be inserted immediately after the existing Article 168(6) of the Companys Articles of Association:
N/A
168(7)
150
PROXY FORM
of
(Address)
of
(Address)
or failing him/her,
NRIC No.
of
(Address)
or failing him/her, *the Chairman of the meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Eighth (8th) Annual General
Meeting of the Company, to be held at Ballroom 2, 3 & 4, Level 6, Weil Hotel, 292, Jalan Sultan Idris Shah, 30000 Ipoh, Perak Darul Ridzuan on
Thursday, 8 September 2016, at 10.30 a.m. and, at any adjournment thereof.
*My/Our proxy is to vote as indicated below:
RESOLUTIONS
FOR
AGAINST
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
Ordinary Resolution 7
Ordinary Resolution 8
Ordinary Resolution 9
Ordinary Resolution 10
Special Resolution 1
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
2016
Percentage
100%
Proxy 1
Proxy 2
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.
Affix
Stamp
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