Annual Report 2013: Apollo Food Holdings Berhad

Topics: Non-executive director, Board of directors, Corporate governance Pages: 118 (30377 words) Published: October 23, 2014
CONTENTS

Page No.

NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS

2

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

11

GROUP STRUCTURE

12

FINANCIAL HIGHLIGHTS

13

CORPORATE INFORMATION

14

STATEMENT ON CORPORATE GOVERNANCE

15

DIRECTORS’ RESPONSIBILITY STATEMENT

24

AUDIT COMMITTEE’S REPORT

25

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

33

DIRECTORS’ PROFILE

36

CHAIRMAN’S STATEMENT

38

FINANCIAL STATEMENTS

40

ANALYSIS OF SHAREHOLDINGS

109

LIST OF PROPERTIES

112

OXY
FORM OF PROXY

115
114

1

NOTICE OF ANNUAL GENERAL MEETING
th

NOTICE IS HEREBY GIVEN that the 19 Annual General Meeting of Apollo Food Holdings Berhad (Co. No. 291471-M) will be held at Delima Room, Level 2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Johor Bahru, Johor Darul Takzim on Thursday, 24 October 2013 at 10.00 a.m. for the following purposes:AGENDA

Ordinary Business
1.

To receive the Audited Financial Statements for the financial year ended 30 April 2013 and the Reports of the Directors and Auditors thereon

(Please refer
to Explanatory
Note 1)

2.

To declare a first and final single tier dividend of 25% for the financial year ended 30 April 2013

Resolution 1

3.

To approve the payment of Directors’ Fees for the financial year ended 30 April 2013

Resolution 2

4.

To re-appoint the following Director who is over the age of 70, pursuant to Section 129(6) of the Companies Act, 1965:
(i) Datuk P. Venugopal A/L V. K. Menon

5.

6.

Resolution 3

To re-elect the following Directors retiring in accordance with Article 116 of the Articles of Association of the Company:
(i) Mr. Liang Chiang Heng; and

Resolution 4

(ii) Datin Paduka Hjh. Aminah Binti Hashim

Resolution 5

To appoint Auditors for the financial year ending 30 April 2014 and to authorise the Directors to fix their remuneration

Resolution 6

Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which is annexed hereto and marked “Annexure A” has been received by the Company for the nomination of Messrs BDO who have given their consent to act, for appointment as Auditors and of the intention to propose the following ordinary resolution:

“THAT Messrs BDO having consented to act as Auditors be and are hereby appointed as Auditors of the Company for the financial year ending 30 April 2014 in place of Messrs Reanda LLKG International who does not wish to seek for re-appointment and Messrs BDO shall hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the directors.”

Special Business
To consider and, if thought fit, to pass with or without any modification(s), the following Ordinary and Special Resolutions:
7.

ORDINARY RESOLUTION

Resolution 7

AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF
THE COMPANIES ACT, 1965

2

NOTICE OF ANNUAL GENERAL MEETING (Continued)
“THAT pursuant to Section 132D of the Companies Act, 1965, Articles of Association of the Company and the Listing Requirements of the Bursa Malaysia Securities Malaysia (“Bursa Malaysia”), the Directors be and are hereby empowered to issue shares in the Company at any time at such price and upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares so issued does not exceed 10% of the issued share capital of the Company for the time being and the Directors be and are also empowered to obtain the approval of the Bursa Malaysia for listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

8.

ORDINARY RESOLUTION
CONTINUING
DIRECTORS

9.

IN

OFFICE

AS

INDEPENDENT

NON-EXECUTIVE...
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