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OLDTOWN BERHAD

(797771-M)

Annual Report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

In the midst of our busy and hectic lives, some long for the
good old days that we grew up in. When everything was
simple and life was peaceful.
At OLDTOWN White Coffee, we strive to recreate
charming memories of good old days.
So come and rekindle unique memories of a
time worth remembering. Come and enjoy the Aroma Of
Good Times with OLDTOWN White Coffee.

II

annual report 2015

Contents

2
Our Legacy


Vision, Mission Statement & Business Overview

4
Group Structure
5
Corporate Information
6
Board of Directors
8
Board of Directors Profile
12 Chairmans Statement
15 Group Managing Directors Review of Operations
22 Financial Highlights
23 Sustainability & Corporate Responsibility
27 Corporate Responsibility
29 Corporate Governance Statement
37 Audit Committee Report
40 Statement On Risk Management & Internal Control
42 Additional Compliance Information
49 Financial Statements
137 List of Properties Owned by Oldtown Group
142 Analysis of Shareholdings
146

Notice of Annual General Meeting


Proxy Form

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Our Legacy

From the day our proprietary OLDTOWN White


Coffee blend was formulated, it has been steadfastly
carried down over the years to this day. Our white
coffee are roasted and prepared according to
the original method to ensure that every cup of
OLDTOWN White Coffee imparts the same fullbodied taste, texture and aroma year after year. Our
commitment to maintain the true essence of our
heritage has helped us to create a one-of-its-kind
brand that is renowned the world over.
To date, our white coffee products are exported to
more than 14 countries worldwide. Our business also
includes the OLDTOWN White Coffee chain of caf
outlets. Carrying the charm of a traditional Ipoh coffee
shop, we serve a variety of Malaysian delicacies from
white coffee to toasts, rice and noodles. To date, we
have more than 200 caf outlets throughout Asia.

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Vision

Business Overview

To be Asia Pacifics Leading White Coffee Brand

The business activities of Oldtown Group can be divided into three


broad categories as follows:

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.

Operation of Cafe Chain


Own Cafe Outlets*
Franchised Outlets
Food Processing
Manufacturing of coffee and other beverages
Instant Coffee Mix
Roasted Coffee Powder
Instant Milk Tea Mix
Instant Chocolate
Marketing and sales of coffee and other beverages
Instant Coffee Mix
Roasted Coffee Powder
Instant Milk Tea Mix
Instant Chocolate
Ready-to-drink coffee
*Own cafe outlets include those that are fully and partially owned.

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.

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

ure
Group Struct
as at 31 March 2015

OldTown Berhad
100%

White Cafe Sdn Bhd

100%

Gongga Food Sdn Bhd

100%

White Cafe Marketing Sdn Bhd

100%

Emperors Kitchen Sdn Bhd

100%

Dynasty Confectionery Sdn Bhd

100%

Esquire Chef Sdn Bhd


100% Old Town Kopitiam Sdn Bhd

100%

Kopitiam Asia Pacific Sdn Bhd


100% OTK (HK) Investment Limited

100%

Oldtown Singapore Pte Ltd


50%

100%

annual report 2015

Old Town Kopitiam


Butterworth Sdn Bhd

100%

Old Town Kopitiam


Kuala Lumpur Sdn Bhd

100%

Old Town Kopitiam


Cheras Sdn Bhd

100%

Old Town (M) Sdn Bhd

100%

Oldtown Logistics Sdn Bhd

100%

Oldtown APP Sdn Bhd

80%

Conneczone Sdn Bhd

70%

Advance City Limited

50%

Plus One Solution Sdn Bhd

40%

OTK Eatery Sdn Bhd

OTK Singapore Pte Ltd

100% Dynasty Kitchen Sdn Bhd

100%

Shenzhen Oldtown White


Coffee Trading Co., Ltd

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

ation
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Board of Directors
Datuk Dr. Ahmed Tasir
Bin Lope Pihie
PJN, PMP, JSM, FASc

Independent Non-Executive
Chairman

Lee Siew Heng


Group Managing Director

Dato Wong Guang Seng

Chuah Seong Meng

Independent Non-Executive
Director

Executive Director

Tan Chon Ing @


Tan Chong Ling

Executive Director

Independent Non-Executive
Director

Clarence DSilva A/L Leon DSilva


Goh Ching Mun
Executive Director

Tan Say Yap


Executive Director

Board Committees
Audit Committee

Remuneration Committee

Nomination Committee

Dato Wong Guang Seng

Tan Chon Ing @ Tan Chong Ling

Chairman

Chairman

Datuk Dr. Ahmed Tasir


Bin Lope Pihie

Datuk Dr. Ahmed Tasir


Bin Lope Pihie

Datuk Dr. Ahmed Tasir


Bin Lope Pihie

Tan Chon Ing @


Tan Chong Ling

Lee Siew Heng

Chairman

Dato Wong Guang Seng


Tan Chon Ing @ Tan Chong Ling

Dato Wong Guang Seng


Goh Ching Mun

Company Secretaries

Head Office

Principal Bankers

Wong Wai Foong


(MAICSA 7001358)

CIMB Bank Berhad (13491-P)


HSBC Bank Malaysia Berhad (127776-V)

Ng Bee Lian
(MAICSA 7041392)

No. 2, Jalan Portland,


Kawasan Perindustrian Tasek,
31400 Ipoh, Perak.
Tel : (605) 541 5511
Fax: (605) 541 2860

Tan Hsiao Yuen


(MAICSA 7056952)

Website

Registered Office
Level 18, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel : (603) 2264 8888
Fax: (603) 2282 2733

www.oldtown.com.my

Registrars
Tricor Investor Services Sdn Bhd (118401-V)
Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel: (603) 2264 3883
Fax: (603) 2282 1886

Statutory Auditors
Messrs. Deloitte (AF0080)
Chartered Accountants
Level 2, Weil Hotel
292, Jalan Sultan Idris Shah,
30000 Ipoh, Perak Darul Ridzuan
Tel: (605) 254 0288
Fax: (605) 254 7288

Stock Exchange Listing


Main Market of
Bursa Malaysia Securities Berhad
(Listed since 13 July 2011)
Stock Name: OLDTOWN
Stock Code: 5201

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

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01. Datuk Dr. Ahmed Tasir Bin Lope Pihie
02. Lee Siew Heng
03. Tan Chon Ing @ Tan Chong Ling
04. Dato Wong Guang Seng
05. Chuah Seong Meng
06. Clarence DSilva A/L Leon DSilva
07. Goh Ching Mun
08. Tan Say Yap
Notes:1. Family Relationship with Director and/or Major Shareholder
(i) Mr Lee Siew Heng is a deemed substantial shareholder of
Oldtown Berhad.
(ii) Mr Lee Siew Heng is the brother of Mr Lee Siew Ming, a
deemed substantial shareholder of Oldtown Berhad.
Save as disclosed herein, none of the Directors has any family
relationship with any Director and/or major shareholder of
Oldtown Group.
2. Conflict of Interest
Save for related party disclosures as disclosed under Note 25
to the Audited Financial Statements of this Annual Report and
the Circular to Shareholders dated 19 August 2015 which is
despatched together with this Annual Report, the Directors have
no conflict of interest in any business arrangement with the
Company and its subsidiaries.
3. Conviction of Offences
None of the Directors has been convicted of any offence within
the past 10 years other than possible traffic offences.
4. Directors Shareholdings
The details of Directors interest in securities of the Company
are set out in the Analysis of Shareholdings on page 143 of this
Annual Report.
5. Attendance of Board Meetings
The details of attendance of Directors at the Board Meetings are
set out in the Corporate Governance Statement on page 34.

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

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annual report 2015

OLDTOWN BERHAD (797771-M)

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Incorporated in Malaysia

Datuk Dr. Ahmed Tasir Bin Lope Pihie, a Malaysian, aged64,


is the Independent Non-Executive Chairman of Oldtown Berhad
and 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 is presently the Chairman of Strand Aerospace
Malaysia Sdn Bhd; President and Director of Inno Bio Ventures Sdn
Bhd, Inno Biologics Sdn Bhd, Inno Bio Diagnostics Sdn Bhd, Director
for Universiti Kebangsaan Malaysia (UKM), MARA Aerospace &
Technologies Sdn Bhd and several private companies including A7N
Sdn Bhd and R7 Sdn Bhd.

annual report 2015

Lee Siew Heng, a Malaysian, aged 49, is the Group Managing


Director of Oldtown Berhad and 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 23 years of experience in the
manufacturing and retailing industries, of which more than 13 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 BERHAD (797771-M)


Incorporated in Malaysia

Dato Wong Guang Seng, a Malaysian, aged 63 is an Independent Non-

Tan Chon Ing @ Tan Chong Ling, a Malaysian, aged 54, is an

Executive Director of Oldtown Berhad and was appointed to the Board

Independent Non-Executive Director of Oldtown Berhad and was

on 1 April 2014. He was appointed Chairman of the Audit Committee on

appointed to the Board on7 November 2012. He is the Chairman of the

3 November 2014. He is also a member of the Nomination Committee

Remuneration Committee and is a member of the Audit Committeeand

and Remuneration Committee. Dato Wong is a Fellow of the Institute

Nomination Committee of Oldtown Berhad. Hegraduated with a honours

of Chartered Accountants (England & Wales) as well as a Chartered

degree in Bachelor of Civil Engineering from the National University of

Management Accountant (UK). He is also a member of Malaysian

Singapore in 1985. He joined WTS Konsultant in Kuching from 1985

Institute of Accountants (MIA), Malaysian Institute of Certified Public

to 1990 as a Civil Engineer. He was the Managing Director ofUomo

Accountants (MICPA) and an Associate of Chartered Tax Institute of

Donna Sarawak Sdn Bhd from 1991 to 1993 and was appointed Chief

Malaysia (ACTIM).He holds a Master Degree in Business Administration

Executive Officer of PT Indoscala, Indonesia, a wholesaler and retailer

(MBA) from the Cranfield Institute of Technology (UK). Dato Wong has

of ladies apparel, from 1993 to 1996. He is a business entrepreneur

served Deloitte for over 41 years, holding various positions including,

with more than 18 years of experience in construction and property

Head of Clients and Markets as well as Exco Member of Deloitte

development which include a golf course township development. Mr

Malaysia. He is currently an Executive Director of AG Legal Tax Services

Tan is the founder and Vice Chairman of Eduland China with 13 years

Sdn. Bhd. Dato Wong also sits on the board of Unisem (M) Berhad as an

of experience in the setting up, operation and franchise of a chain of

Independent Non-Executive Director.

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.

annual report 2015

OLDTOWN BERHAD (797771-M)

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Incorporated in Malaysia

Clarence DSilva A/L Leon DSilva, a Malaysian, aged 54, is an Executive

Chuah Seong Meng, a Malaysian, aged 40, is an Executive Director

Director of Oldtown Berhad and was appointed to the Board on 10

of Oldtown Berhad and was appointed to the Board on 10 November

November 2009. He has over a span of 32 years in the Food Service

2009. He graduated with a Bachelor of Business, majoring in Marketing

industry where he managed several International Brands and has done

from the University of Tasmania, Australia in 1997. He is also a certified

start up for new food business in Indonesia, Thailand, Philippines, Hong

marketer of the Chartered Institute of Marketing, United Kingdom. He has

Kong and Malaysia and served in several senior positions with several

more than 17 years of extensive experience in Sales and Marketing. His

Multi-National Companies.He graduated with a Bachelor of Business

career started in 1997 as a Sales Executive with Besta Computerized

Administration from the California Technical College, United States in 1982.

Dictionary Sdn Bhd, a distributor of computer dictionary products. He

His career started in 1983 when he joined Kentucky Fried Chicken as a

joined White Cafe Sdn Bhd in 1999 as Marketing Manager and was

Management Trainee. In 1989, he took up employment with Carls Jr. Asia

promoted to Senior Marketing Manager in 2003 and subsequently the

Development Corporation, part of the MBF Group of Companies and was

Group Marketing General Manager in 2007. He currently assumes the

eventually promoted to General Manager of the brand in Thailand. In 1998,

role of Chief Operating Officer of the Fast Moving Consumer Group

he joined Sushi Kin Sdn Bhd as the General Manager/Chief Operating

(FMCG) sector of the Group. He is responsible for the overall business

Officer and was appointed to the Board of Directors of the company in

strategy formulation, objectives setting and strategy implementation

2000. In 2003, he joined Yoshinoya Food Systems, part of the Wing Tai

for all FMCG activities and businesses including sales and marketing,

Asia Limited in Singapore as the Chief Operating Officer. In 2006, he took

manufacturing and research and development functions. He is also

up the position of Chief Operating Officer with FB Food System (HK) Ltd, a

heading the Group Marketing Communication Division.

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.

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annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Goh Ching Mun, a Malaysian, aged 44, is an Executive Director of

Tan Say Yap, a Malaysian, aged 40, is an Executive Director of Oldtown

Oldtown Berhad and was appointed to the Board on 30 November 2007.

Berhad and was appointed to the Board on 10 November 2009. He

He is also a member of the Remuneration Committee. He completed his

has more than 15 years of experience in the coffee manufacturing

secondary education in 1988. As the co-founder of Oldtown Group of

industry. As the co-founder of the Oldtown Group of Companies, he

Companies, he has accumulated more than 22 years of experience in

is instrumental in the formulation of the blend of white coffee, which

the coffee manufacturing industry. His career started in 1983 when he

started the beverage manufacturing business of the Group. He obtained

was involved in the family business of operating the Nam Heong Coffee

a Diploma in Hotel Business Management from Syuen Hotel and Catering

Shop in Ipoh. Subsequently in 1999, he co-founded and established

Management Institute, Ipoh in 1996. His career started in 1997 as

White Cafe Sdn Bhd where he was appointed Product Research and

Commis One at the Pangkor Laut Resort Hotel where he was mainly

Development Director and was then responsible for the formulation of

involved in the preparation of food for the hotels food and beverage

the blend of white coffee that is currently produced by the Group and the

outlets. In 1999, he co-founded and established White Cafe Sdn Bhd

product research and development activities of the Group from 1999 to

and was appointed Director of White Cafe Sdn Bhd. He was appointed

2013. Mr Goh & Mr Tan Say Yap are currently assuming a co-advisory

Business Development Director of Kopitiam Asia Pacific Sdn Bhd and

role to the Group Managing Director in matters relating to the FMCG

was responsible for the cafe outlet operations from 2005 to 2009

segment in relation to the production of coffee mixtures.He is also the

and held the position of Corporate Relations Director where he was

Chairman of the Corporate Social Responsibility (CSR) Committee that

responsible for fostering corporate relations with franchisees, landlords,

carries out the social responsibility functions of the Group via Oldtown

business associates and business partners from 2009 to 2013. Mr Tan

Children Care Fund (OCAF) and Oldtown Earthcare activities. He is a

and Mr Goh are currently assuming a co-advisory role to the Group

director of several private companies which are involved in property

Managing Director in matters relating to the FMCG segment in relation to

investments and cafe and restaurant business.

the production of coffee mixtures.

annual report 2015

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OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

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Datuk Dr. Ahmed Tasir


Bin Lope Pihie
PJN, PMP, JSM, FASc
Independent
Non-Executive Chairman

12

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the Annual Report and the Audited Financial
Statements of Oldtown Berhad and its Group for the financial year ended 31 March 2015.
This has been another year of success despite the challenging business environment.

Strong Overall Financial Performance


The Groups strong fundamentals had enabled us to deliver a
net profit of RM49.080 million on the back of the revenue of
RM397.740 million amidst a challenging and volatile business
environment during the financial year.

Our Dual Engines of Growth Caf Chain Operations


and Manufacturing of Beverages Operations
The caf chain operations segment continued to be the largest
revenue contributor to the Group, bringing in 55% of the FY2015
revenue whilst the remaining 45% was contributed by the
manufacturing of beverages segment.
The caf chain operations registered a total revenue and profit before
tax of RM217.059 million and RM26.216 million respectively, whilst
the Groups manufacturing of beverages segment reported revenue of
RM180.636 million and profit before tax of RM38.087 million in FY2015.
The Groups FY2015 profit before tax included an impairment
on goodwill of RM3.50 million. The impairment on goodwill was
primarily attributable to the unanticipated change in the business
environment of one of our subsidiaries which has caf outlets in an
area where construction projects are in progress. This, coupled with
increased competition, caused lower customers patronage.

Sustainable Earnings
The Group registered a net profit attributable to owners of the
Company of RM47.494 million in FY2015 against the net profit
attributable to owners of the Company of RM48.938 million in
FY2014, which translated into earnings per share of 10.61 sen for
FY2015 against FY2014 earnings per share of 10.93 sen, based
on the issued and paid-up share capital base of 447.758 million
ordinary shares at RM1.00 each.

Strong Financial Position


Shareholders funds increased by RM3.779 million to RM333.069
million for FY2015. Gearing ratio improved from 0.07x in FY2014 to
0.06x in FY2015. The reduction in the gearing ratio was mainly due
to the repayment of term loans.

We are managing our business to deliver positive contributions to


our shareholders despite the challenging business environment.
The Group generated a net cash inflow of RM62.215 million from
operations (compared to RM68.670 million in FY2014) on the back
of the strong EBITDA of RM83.975 million for FY2015.
The fixed deposits, cash and bank balances as at 31 March 2015
amounted to RM134.981 million against a total debt of RM19.501
million. As a result, the Group was in a net cash position of
RM115.480 million as at 31 March 2015.
The Groups financial position remains strong.

Rewarding our Shareholders Dividend


We are always grateful for the support of our shareholders,
and remain committed to pay out at least 50% of our net profit
as dividends. We seek to distribute a reasonable portion of the
Companys profit each year, taking into account numerous factors,
including the prevailing economic conditions and prospects in
the markets in which we operate, anticipated capital expenditure,
prospective acquisition opportunities, the availability and cost of
borrowings and the need to reward shareholders for their investment
in the Company.
A first interim single-tier dividend of 3.0 sen per share amounting to
RM13.264 million was paid on 16 April 2015 in FY 2015.
The Board of Directors further recommended a final single-tier
dividend of 3.0 sen per share, based on the share capital of 442.135
million ordinary shares, net of treasury shares held by the Company
as at 31 March 2015. The recommended final single-tier dividend is
subject to the approval of the shareholders at the forthcoming Annual
General Meeting.
Should the proposed final single-tier dividend of RM13.264 million
be approved by the shareholders at the forthcoming Annual General
Meeting, the cumulative total dividends will amount to RM26.528
million. This will translate to 55.9% of the profits attributable to the
owners of the Company.
annual report 2015

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OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

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Business Prospects
Despite a challenging external environment, the Malaysian economy
is expected to register steady growth of 4.5% - 5.5% in 2015,
supported mainly by sustained expansion in domestic demand amid
strong domestic fundamentals and a resilient export sector. Domestic
demand will continue to anchor growth in 2015, driven by private
sector spending. After registering five consecutive years of aboveaverage growth rates, private consumption is expected to grow by
6.0% in 2015. While the implementation of the GST in April 2015
and lower earnings in the commodity-related sectors are expected
to affect spending, this will, however, be partially mitigated by higher
household disposable income, lower fuel prices and the continuous
measures by the Government to assist low-and middle-income
households.
In Asia, growth is expected to be sustained in 2015, supported
by the continued expansion in domestic activity and improving
external demand. Of significance, capital spending, particularly on
infrastructure development, will continue to support the expansion
in domestic demand. In the external sector, the improving growth
prospects of several advanced economies, particularly the US,
will continue to benefit Asias export performance. Nevertheless,
the degree of improvement will vary across economies based on
their trade exposure, especially to the US and China. For the major
commodity exporters in the region, the lift from improving external
demand could also be partly mitigated by the lower commodity
prices. Overall, the Asian region is projected to remain an important
driver of global economy activity, contributing to over 50% of global
growth in 2015.
Although the Group is well-positioned for growth, the year ahead will
continue to be a challenging one in the midst of operating under a
competitive business environment.

14

annual report 2015

We will focus on growing both our caf chain outlets and


manufacturing of beverages products in existing core markets and
new markets. We will continue to develop and protect our brand,
and build on the strength of our business model by improving on the
distribution network, expanding the manufacturing capabilities and
increasing product and service innovation.
We have already built a strong brand equity position, and this will
allow us to boost our market share. I am confident that we have the
business strategies as described in detail in the Group Managing
Directors Review of Operations of the Company in this Annual
Report, a strong management team, dedicated staff and resources
to achieve sustainable growth and to deliver greater value to our
consumers, customers and shareholders.

Acknowledgement
On behalf of the Board, I would like to take this opportunity to
express my gratitude to all shareholders, bankers, customers,
business partners and regulatory authorities for their continued
support, guidance and assistance extended to the Group. The Board
would like to express its appreciation to the management and
employees of the Group for their hard work, dedication and loyalty.
The Board also would like to express its highest appreciation to Mr
Mark Wing Kong who resigned as director on 3 November 2014, for
his invaluable contribution to the Group..

Datuk Dr. Ahmed Tasir bin Lope Pihie


Chairman

OLDTOWN BERHAD (797771-M)

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Incorporated in Malaysia

Oldtown Berhad is forging ahead with a strong and successful brand as a trusted food and beverage
entity with a sound integrated business model. We are continuously working to ensure our products
evolve with the changes in consumer lifestyles and preferences. The solid financial performance
achieved during the financial year ended 31 March 2015 (FY2015) is a good testimony of our effective
business strategies and a sound integrated business model.

Overall Financial Review - Commendable


Performance with Resilient Balance Sheet
A strong operating and financial performance has been achieved
for FY2015. The revenue of the Group increased by approximately
1.9% from RM390.194 million for the year ended 31 March 2014
(FY2014) to RM397.740 million for FY2015. This was mainly
attributable to the growth in revenue of both caf chain operations
and manufacturing of beverage segments.
In FY2015, the Groups total revenue rose to RM397.740 million, an
increase of RM7.546 million or 1.9% compared to the previous year.
The manufacturing of beverages segment reported the strongest
growth, increasing by 3.2% to RM180.636 million. The Caf
operations segment posted marginal growth, increasing by 0.9% to
RM217.059 million in revenue. Both business segments continued
to grow, owing to rising consumption demand in our domestic
and regional markets, which are well supported by their strong
economies and fast-growing middle class consumers.
The business environment for the food and beverages sector has
become more challenging due to rising operating costs. However,
the Group has implemented effective cost management measures to
mitigate increase in such costs.

Despite the solid growth in the Groups revenue, the Profit Before Tax
(PBT) decreased by RM2.203 million or approximately 3.3%, from
RM66.368 million for FY2014 to RM64.165 million for FY2015.
The reduction was primarily attributable to the RM3.50 million
impairment on goodwill. The impairment on goodwill was primarily
attributable to the unanticipated change in the business environment
of one of our subsidiaries which has caf outlets in an area where
construction projects are in progress. This, coupled with increased
competition, caused lower customers patronage.
The Group generated a profit after tax (PAT) of RM49.080 million
on the back of the revenue of RM397.740 million in FY2015.
Excluding the impairment on goodwill, PAT was marginally higher.
The Groups caf chain operations recorded PBT of RM26.216
million for FY2015 on the back of the revenue of RM217.059 million.
This represents a 16.4% drop in PBT as compared to RM31.341
million achieved in FY2014 (mainly due to impairment on goodwill of
RM3.50 million). Generally, the profitability of cafe chain operations
was negatively impacted by the twin effects of the tight labour
market and increasingly competitive market conditions.
The manufacturing of beverages segment recorded revenue of
RM180.636 million and PBT of RM38.087 million for FY2015.
The revenue and PBT were RM175.112 million and RM35.929
million respectively for FY2014. The increase in PBT of 6.0% was
attributable to the reorganization and realignment of distributors
coverage in the domestic market as well as the positive impact from
the weak Ringgit Malaysia (RM) against foreign currencies.

annual report 2015

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Lee Siew Heng


Group Managing Director

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

OPERATIONS REVIEW
Cafe Chain Segment
The caf chain operations segment continued to be the main
revenue contributor to the Group, attributing 55% of the consolidated
revenue for FY2015 (54% of the consolidated revenue for FY2014).
The Oldtown Group spearheaded the development of the Asianstyled caf chain in 2005 with our first outlet in Ipoh, and this year
2015 marks our 10th anniversary for our caf operations. Since
2005, the Group has transformed from a small domestic caf chain
to a significant international player. Our sustainable development
strategy remained on track and we made good progress with steady
growth in our business performance.
As at 31 March 2015, the Group has a total of 245 caf outlets in
Malaysia, Singapore, Indonesia and China. Amongst the 245 caf
outlets, 93 are fully owned caf outlets, 17 partially owned outlets,
119 franchised and 16 licensed outlets. In the countries where we
operate our caf chain, we strive to provide to each customer a
unique dining experience to enjoy food and beverages which are
customized to local requirements and expectations with their friends
and family members.

Domestic Market Challenging and competitive


Our domestic caf operations continued to be the key driver of the
Groups results. Having contributed to approximately 91% of the
Groups total caf operations revenue, our business operations
in Malaysia provide a solid foundation for accomplishing an even
greater market penetration and expansion of our business. We are
positioning ourselves to penetrate into new market segments and
strengthen our leading market position as the largest Asian-styled
caf chain operator in Malaysia.
Since the introduction of our first Generic Outlet back in 2005,
we have progressed upscale to create Signature Outlets in 2008
and Basic Kiosk Outlets in 2012. The evolution and innovation has
continued, with the roll-out of our first Grand Outlet in 2013, and
during the year under review, we have successfully opened another
two (2) Grand Outlets, one (1) each in Johor Bahru and Melaka. As
our society becomes more affluent, customer profiles have become
increasingly segmented into niche markets. By broadening our caf
chain portfolio, we have been able to satisfy different customer
segments in the market place.
Our Groups main objective is to continuously and consistently
provide our customers with superior quality service and in-store
experience. Our constant focus and commitment are on serving the

vast majority of the citys population with affordable, quality meals


whenever and wherever they need them near their homes and
next to their offices.
The Group places the greatest importance to customer satisfaction
and thus, it has from time to time introduced new products to bring
customers fresh dining experiences. In addition, the Groups wide
variety and quality food offerings under the OLDTOWN brand have
always maintained its competitiveness in terms of price. In this
connection, we launched a new menu in March 2015 to deliver even
more delights in taste to our customers.

International Markets Expanding


As at 31 March 2015, a total of 31 OLDTOWN caf outlets were
operating in Singapore, Indonesia and China as compared to 30 outlets
as at 31 March 2014. The expansion of our caf chain beyond Asias
border became a reality when the first licensed outlet opened its doors
for business in Melbourne, Australia on 16th June 2015.
As our operations continue to expand overseas, we face challenges
in new markets and cultures, each with different types of customers
demanding for unique and appealing products. We continuously
strive to offer our customers superior value and satisfaction, focusing
not only on product range, but also on the services we provide.
During the year, OLDTOWN cafe outlets in Singapore had to face
the effects of an increasingly tight labour market and high rentals.
In order to manage property rentals and related expenses, Oldtown
will focus on promoting the Basic concept model with smaller
sized outlets to lower operating costs for future caf outlets in the
Singapore market.
For the Indonesian market, thus far, the sub-licensing model has
proven to be successful, as we managed to increase another two (2)
new caf outlets in FY2015. We were operating a total of twenty (20)
caf outlets in Indonesia as at 31 March 2015.
To facilitate our expansion of cafe outlets in Southern China, Oldtown
Logistics Sdn Bhd, a wholly-owned subsidiary company of Oldtown,
entered into a conditional agreement on 27 January 2015 to
acquire 51% stake in April Eight (China) Limited (AEC), which has a
subsidiary company that is involved in the central kitchen business
in Guangzhou. The expansion of cafe outlets in Southern China will
be dependent on the support of a central kitchen whose primary
role would be to ensure that the products supplied to the caf
outlets meet the specifications and food safety standards of the local
authorities in Southern China and OLDTOWN. The central kitchen
would also allow for a more consistent delivery of quality products to
annual report 2015

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the outlets whilst ensuring price efficiency as a result of consolidated


procurement procedures.
The Group appointed OTK (Australia) Sdn Bhd as Master Licensee to
spearhead the Groups expansion of OLDTOWN caf operations in
Australia through the execution of a Master License Agreement on
19 May 2014. Our venture into the Australian market forms part of
the Groups overall international expansion plans and is consistent
with the Groups aspirations to become Asia Pacifics Leading White
Coffee Brand.

Manufacturing of Beverages Segment


Another Record Year with Solid Performance
The Groups manufacturing of beverages segment continued to grow
from strength to strength in FY2015 with a revenue of RM180.636
million, up from RM175.112 million in FY2014. This business
segment accounted for 45% of the Groups total revenue.
The positive FY2015 results reaffirm our business strategies, which
are to focus on our core markets in Asia, build on our key capabilities
to compete, invest in the development of our brand, drive innovation
for expansion into attractive growth categories and improve our
market presence.
Following the paths of our record performance in FY2014, this
year, we have maintained the growth momentum and generated
RM180.636 million of revenue or an increase of 3.2%. The
profit before tax (PBT) grew by 6.0% to RM38.086 million, up
from RM35.929 million in FY2014. We believe that this record
performance further underlines the growing demand for our unique
white coffee beverages.
A successful innovative business model complemented by our
strong brands, distribution and marketing expertise has enabled us
to respond to changing consumer preferences and played a vital
role in driving growth and demand. To grow this segment, we have
developed and launched a new product known as OLDTOWN 3
in 1 Less Sugar White Coffee to suit consumer with different taste
preferences in FY 2015.

Domestic Market Stiff Competition


In recent years, more competitors are striving to grow their
market share and increase their brand equity value to attract
more customers. Backed by the scale of our business and the
diversity of our product range, we have been able to stay ahead
of the competition. In this difficult business environment, we have
maintained our competitiveness and marketed our position through
the disciplined implementation of our business initiatives, process

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annual report 2015

enhancement and sustainability during the past few years.


In FY2015, the domestic market remained as our single largest
market for our white coffee products and we maintained our
dominant position in the white coffee segment in Malaysia. Our
differentiated brand marketing, leveraging on the origins of white
coffee is reaping rewards as our marketing research data revealed
success in reaching the targeted market segment.
In order to reiterate our OLDTOWN brand association with white
coffee, Oldtown has teamed up with Ernest Zacharevic, a renowned
Lithuanian artist to create the Art of OLDTOWN as a celebration
of the heritage and history shared between Ipoh, Old Town and
OLDTOWN White Coffee. In conjunction with this collaboration,
Zacharevic demonstrated his unique artistic creativity through
the painting of seven (7) murals to celebrate Ipoh, Old Town, the
birthplace of white coffee.
We will consistently invest in advertising, promotional and marketing
campaigns to promote OLDTOWNs branding and to enhance
its brand equity value and customer loyalty in the marketplace.
We appreciate that a successful brand strategy is important to
the growth of our business, especially in influencing consumers
purchasing decisions.
To deliver sustainable and profitable growth, we expanded our
domestic distribution network to increase our footholds in the local
market through the reorganisation of the market coverage of local
distributors. New distributors have been appointed in East and West
Malaysia in mid-2014. As a result of the successful outcome of the
reorganisation, our domestic market recorded positive growth in
revenue in FY2015.
Our marketing and promotional campaigns are comprehensive
to ensure in-depth coverage of every customer group in the
demographics. These include print media, such as major stream
newspapers and magazines; the digital media world such as radio
and TV commercials; online media and social networks. These
advertisements have complemented well with the Companys
continuous promotional activities throughout the year. During the
year, we organised various on-the-ground events such as consumer
contests, product testing and sampling, road shows and participated
in expos and exhibitions.
Since the introduction of OLDTOWN white coffee products in 1999,
we have grown our brand over the years to become a trusted brand
recognised for its quality. We believe, by continuing to invest in our
brand, OLDTOWN will be able to maintain its dominant presence in
the domestic market.

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

International Market Vast opportunities


Currently, our OLDTOWN white coffee products are widely
distributed in the Asia Pacific region, and through an extensive
distribution network, our products can be found in fourteen (14)
countries. For the FY2015, the export market contributed about
57% of the Groups manufacturing of beverages division revenue.
The on-going branding and marketing campaigns coupled with the
continued customisation of products have contributed to the robust
business momentum in overseas markets.
This international business segment grew strongly in FY2015
with higher sales in the Asia region, particularly in Taiwan and
Singapore. The growth in Asia was mainly attributed to the
comprehensive distribution networks.
As Hong Kong is also one of the largest export markets for the
Group and an important link to China, we have intensified our
advertising campaign by displaying OLDTOWN advertisements at
various MTR stations (underground train system) in Hong Kong in
November-December 2014 to create greater awareness of our
beverage products. Amongst the busiest MTR stations that have
displayed OLDTOWN advertisement during the year-end holiday
season were Mong Kok Station, Admiralty Station, Kowloon Tong
Station and Shatin Station. We wish to raise brand awareness
through Hong Kongs MTR stations and to enhance brand value by
advocating True White Coffee pioneered by Oldtown.
The Group can widen its market reach through multi-layered
distribution network comprising third-party distributors, wholesalers
and retailers where they will carry and distribute our beverage
products in various distribution points. This gives us access to
a wider spectrum of traditional and modern trade channels
from small retailers, through to wholesalers, supermarkets and
hypermarkets. In addition, our Group also leverages on the online
platform and business-to-consumer e-commerce portal in China to
reach its consumers.
In China, Tmall flagship store was launched in April 2014 with a
primary objective to expand our market penetration in China. Tmall
was selected in view of its business model, which only accepts
trusted brand names, and hence, there is an assurance that
products sold online are genuine. The Group has also developed
its own unique marketing and communication proposition in Weibo
China since October 2013. Weibo would act as a diverse and
dynamic platform for us to communicate and interact with our target
audiences through one of the most popular social media websites in
China today. This form of advertisement costs significantly less than
the traditional advertising methods.

Pursuing Growth
Caf Chain Operations and Manufacturing of Beverages
Building a brand that is acceptable by our consumers is central to
our strategy for sustainable growth. By ensuring the quality and value
of our products and services, we are able to consistently deliver our
promises to our consumers and provide them with fuss free dining
that they can enjoy.

Caf Chain
We are delighted to report that our caf chain operations, which
is celebrating its 10th anniversary, experienced a successful and
productive year in FY2015. Our sustainable development strategy
remained on track and we made good progress with steady growth
in our business performance. We shall continue to expand the caf
network via our franchise and licensing programmes locally and
internationally, in addition to the establishment of our fully or partially
owned outlets to fuel further growth in our business.
The Group has evolved from an initial domestic operated caf
chain to become a regional player where we have undergone a
tremendous change by expanding into the other Asian regions over
the years since 2005. We marketed our products to Singapore in
2008, a proximate market that has an almost similar consumer taste
profile to Malaysia, followed by Indonesia and China in 2011.
Going forward, the caf operations intends to promote the lower
cost model (known as OLDTOWN White Coffee Basic) in Malaysia
with an estimated ten (10) new outlets for the financial year ending
31 March 2016 (FY2016). The caf operations will also penetrating
into the kids and family segment with the launch of its Kids and
Family marketing programs in FY2016, which is expected to improve
the frequency of consumer visits to its caf outlets.
In addition, the cafe operations have also signed an exclusive
agreement with Select Service Partners, an International Food
and Beverage specialist for airports and transportation hubs to
develop the OLDTOWN White Coffee Caf outlets at such locations
throughout Asia Pacific.
With a strong and solid foundation in the domestic market, we are
gearing up for expansion and reinforcing our market leadership
position through a multi-branding strategy based on organic and
inorganic growth. We may explore possible opportunities through
mergers and acquisitions or strategic alliances to enter new markets,
which will broaden our income streams and add further value to our
shareholders.

annual report 2015

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For the China market, the Group is expected to proceed with a


re-launch of its operations in the third quarter of FY2016. In view of
the countrys large population base and growing disposable income,
the Group is optimistic about the growth potential of the caf chain
business in China. It is anticipated that, after the completion of the
April Eight (China) Limited (AEC) acquisition in FY2016 and setting
up of its central kitchen operations, we will be able to strengthen
the Groups quality and hygiene standards, boost its operational
efficiency and standardise its quality control to support the expansion
of caf chain business in China.
Besides China, we will also relentlessly focus on innovation and
improvement of our existing caf chain operations in Singapore and
Indonesia. Development plans for Singapore will follow suit with the
introduction of the Basic concept with an estimated three (3) new
outlets in FY2016. For the Indonesian market, the Group granted the
right to the Master Licensee in Indonesia to establish and operate
outlets in the territory of Jawa and Bali, Indonesia in the year 2011.
A second Master License Agreement was executed in June 2014
to cover the rest of Indonesia. The Group will continue to adopt the
sub-licensing model to accelerate the expansion plans in Indonesia
and targets to open seven (7) new outlets by FY2016.
The Master Licensee in Australia is actively evaluating other viable
locations after the successful commencement of business of the
first outlet in Melbourne, Australia in June 2015. The Australian
market presents a vast opportunity for future growth owing to the
overwhelming demand and acceptance of Asian cuisine, particularly
Malaysian.
Going forward, the Group aims to elevate its operating standards and
enhance profitability. The Group is expanding its cafe chain network
across different regions from existing markets, and is continuing to
execute its well-planned store-opening strategy in a flexible way by
adapting to changing market conditions from time to time.
In addition to caf chain development, we are making some
modifications to our food and beverage items, as well as in the setup of our outlets to suit the local taste profile and lifestyle.
The Group shall continue its efforts to maintain its margins and
improve its top-line growth for caf chain operations through various
initiatives, namely streamlining the menu offerings and focusing
on building brand loyalty among customers via consistent product
quality and customer service.

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annual report 2015

Manufacturing of Beverages
Since the commencement of the manufacturing of beverages
business, the Company has established defined and clear business
principles and practices with focus on quality management for our
white coffee beverages. Therefore, our OLDTOWN brand has
been widely recognised amongst white coffee consumers in the
market place. In addition, the Company has also focused on brand
strengthening to create awareness of the OLDTOWN brand
amongst the consumers with new innovative creations to meet
the consumers lifestyle, including innovations related to products,
activities and campaigns.
As a brand owner, branding and innovations are the focus of our
business model. Our white coffee products are well placed to meet
the needs of our consumers across a variety of categories, price
points and channels, allowing us to compete effectively in our key
markets, especially in overseas.
Competition in the manufacturing of beverages business is quite
intense. There are potential new entrants to the market. In order
to stay ahead of our competitors, we have to be sensitive to the
changing needs of todays consumers and continuously being
able to delight our consumers with fresh tastes, formats and even
packaging. In this regard, we are well supported by a group of
experienced workforce and an in-house R&D team. Our continued
investment in R&D has positioned us to be able to compete with
other international companies.
In addition, distribution and marketing expertise is just as vital to
our successful business model. The regional distribution reach is
complemented by the specialised expertise we have developed in
both the modern and traditional retail formats, extending from the
supermarkets and hypermarkets to the convenience stores and
even to the corner mom-and-pop stores. This provides us with a
wider reach compared to many of our competitors and gives us
a tremendous competitive edge in distributing our white coffee
products, and when introducing new products into the marketplace.

Seizing growth opportunities in Asia


The Group foresees that there are ample opportunities to grow its
revenue in Asia in view of the regions enormous market potential
and growing affluence amongst the urban population. As a leading
regional player, Oldtown can capitalise on the potential growth in
appetite for white coffee products in the emerging markets within
the Asia region. In several of these markets, Oldtown is in fact the
market leader.

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

The Group will always strive to find ways and means to strengthen its
marketing initiatives and place greater efforts in key Asias countries
in which the Group has already established itself as one of the early
players, and its products are well recognized among consumers.
Various marketing campaigns, advertising and promotional activities
have been conducted recently to entrench the OLDTOWN White
Coffee (OTWC) brand equity in the marketplace. A concerted
effort was also implemented to create greater awareness of the
uniqueness of OTWC amongst the target consumer groups on a
regular basis.

Comprehensive coverage in existing markets


The Group will step up its efforts to work with the existing appointed
distributors in various emerging markets to achieve a thorough and
comprehensive coverage of its distribution network. Constant review
of the performance of appointed distributors in overseas markets
will enable us to respond swiftly to the needs of diverse customers.
Initiatives to capitalise on our core strengths brand and products,
distribution network and facilities to sustain the Groups top and
bottom-line growth, will be executed through product innovation that
caters to the consumers discerning lifestyles whilst enhancing the
overall operational efficiency of our supply chain in the business.
The need to adapt to constantly changing consumer habits,
market trends and macro factors requires our Group to be flexible
and attentive. While maintaining a global outlook in business
management, the Group pays close attention to the consumer tastes
and sentiments in each of its diverse local markets.

The economic outlook and consumption trend in our key overseas


markets remain positive, supported by the growth of affluent, middle
class consumers. We have already built a solid brand equity position,
and this will allow us to lift our market share. I am confident that
we have the right business strategies, a strong management team,
dedicated staff and resources to achieve sustainable growth and to
deliver greater value to our consumers, customers and shareholders.
I believe our carefully formulated strategies to achieve sustainable
business models for growth will be executed by the management
team as planned to deliver another record year for the Group.

Acknowledgement
I would like to thank all our customers, government authorities,
vendors and bankers for their assistance and patronage.
To all our employees, our deepest appreciation for their efforts,
dedication and loyalty.
Last but not least, I would like to thank my management team and
the Board for their counsel and support throughout the year.

Lee Siew Heng


Group Managing Director

Outlook and Prospects


Overall, the Group expects the local market conditions to remain
competitive while greater upside risks to inflation and currency
fluctuations will impact the Groups operating results. The coming
financial year promises to be challenging as rationalization of
several governments policies may also have a short-term impact on
consumer spending.
In response to these imminent challenges, we shall continue our
near-term business development initiatives and long-term growth
plans in order to maintain a healthy and steady growth. Our team
will continue to drive efficiencies and effectiveness to reinforce our
leading position in segments in which we have a strong foundation,
continuing with our steady and cautious expansion strategy for our
Group.

annual report 2015

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OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

ts
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H
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Fina
2015

RM397,740 RM64,165 RM47,494 10.47SEN


Revenue (RM000)
Note A

Profit Before Tax (RM000)

Revenue (RM000)
Note A

Profit Attributable to
Owners of the Company (RM000)

#Earnings Per Share


Note B

Profit Before Tax (RM000)


74,947
432,085
390,194

397,740

2013a

2014

2015

Profit Attributable to Owners of the Company (RM000)

2010p*

2011

48,938

2013a

2015

10.79

10.47

2014

2015

#Earnings Per Share (Sen)


Note B

55,527

12.24

47,494

40,177

8.86

31,700

2010p*

2014

43,379

261,706

2011

64,165

51,594

292,779

2010p*

66,368

6.99

2011

2013a

2014

2015

2010p*

2011

2013a

p*

: based on the proforma consolidated financial information as disclosed in the Prospectus dated 22 June 2011.

a^

: based on the audited financial statements for 15-month financial period ended 31 March 2013.
The Company has on 27 August 2012 changed the financial year end of the Company from 31 December to 31 March. The financial period ended
31 March 2013 made up of 15 months results covering period from 1 January 2012 to 31 March 2013.

Note A : Previous years revenue has been restated to conform to current years presentation for fair comparison purpose.
Note B : The EPS are calculated based on the enlarged share capital of 453.597 million ordinary shares after adjusted for 1-for-4 bonus issue for year-on-year
comparison purpose.
They are different from the EPS disclosed in the Prospectus for financial year 2010 (computed based on the enlarged share capital prior to the
public listing) and EPS disclosed in the audited financial statements for year 2011, 2013, 2014 and 2015 respectively (computed based on weighted
average number of shares)

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OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

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Oldtown Berhad (Oldtown or the Group) recognises that acting
responsibly and sustainably creates value for the group, employees,
customers, shareholders and society as a whole. Sustainability is an
integral part of our business and corporate responsibility serves as
key to sustainability.
The Groups corporate responsibility practices focus on four areas Environment, Workplace, Community and Marketplace which aim to
deliver sustainable value to society at large.
The Group will continue to build sustainable practices in every aspect
of the Groups business and remain steadfast in achieving excellence
in its corporate responsibility activities.

(A) Environment
Environmental Sustainability is of utmost importance due to the
increasing depletion of the earths natural resources and global
climate change issues. As a dynamic business entity, we rely on the
earths natural resources every day and climate change issues will
affect the supply chain and the source of many products. Therefore,
it is essential to embed environmental sustainability principles into
our business operations and practices.
We aim for business growth that is in harmony with environment and
are committed to protecting the earths natural resources, conserving
and preserving the environment.
Among the approaches seek to heighten the positive impact
and minimise negative impacts of the Groups operations on the
environment are:

Promote other initiatives to maintain Indoor Environmental Quality


through landscaping, gardening and reserving area for grass
turfing and plants.
The Group through Oldtown EARTHCARE takes a proactive approach
to promote an environmentally-conscious culture in the workplace.
Oldtown EARTHCARE sends out Oldtown Green Alert to all
employees periodically to introduce various green initiatives and
measures on the responsible use of resources to reduce, reuse and
recycle materials wherever possible. It provides tips for resourcesaving and promotes environmental friendly practices and awareness
among employees to help make a difference to the environment.
Oldtown EARTHCARE carried out various activities during the
financial year under review, such as:
Allocation of Green Signage at nationwide Oldtown White Coffee
outlets.
Conducted Oldtown Carnival of the Green 2014 at SJK(C) Pasir
Pinji 2 Ipoh on 22nd November 2014.
Maintained Oldtown Mother Earth website which was established
in January 2014 A charity fundraising platform for buying and
selling recycled creations and used items.
Participated the Earth Hour Campaign 2015 at nationwide
Oldtown White Coffee outlets on 28th March 2015.

The efficient use of energy, water and raw materials in all our
operations.

Implemented different practices of 3Rs (Reduce, Reuse and


Recycle) such as established a Recycling Corner and arranged
recycling pickup services to collect the recyclable materials and
sent out monthly Green Alert with various go green practices
and messages to all staff.

The establishment of Oldtown EARTHCARE which inculcate


environmentally intelligent practices with a variety of green
initiatives, activities and awareness programs.

Sponsored UTAR Perak Environmental Tree Run Event conducted


on 7th March 2015 with the objective to educate the citizens in
Kampar about GREEN environment.

The implementation of ongoing product wastage elimination


program and packaging design optimisation.

Green Building

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.

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.

annual report 2015

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OLDTOWN BERHAD (797771-M)


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Sustainbility &
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Corporate

(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:

(i) Employee Welfare & Well-being Program


The Group aims to enhance the employee benefits schemes to build
an engaged workforce that stay loyal and grow with the Group. In
pursuing the objective, we provide the following:
Medical benefits, hospitalisation and personal accident insurance
coverage.
Financial assistance in the form of education subsidy and
employee emergency assistance fund.
Organises annual dinner and recognises long service staff with
the Long Service Award in recognition of their loyalty, dedication
and commitment.

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annual report 2015

Review the Human Resource policies and staff benefits on


regular basis.

(ii) Safe, Healthy and Conducive Work Environment


The Group strives to provide a safe, healthy, comfortable and
conducive work environment for its employees through the following
initiatives:
Setting up of Occupational Safety and Health Committee to
initiate various health and safety programs such as fire drills, fire
safety briefings and safety system checks on the equipment.
Ensuring safe practices in all aspects.
Promoting the awareness of safety precautions and health.

(iii) Training and Development Program


The Group seeks to promote and develop its human assets to be
competent, multi-skilled and well-motivated to increase their career
advancement opportunities. The Group continues to carry out the
following efforts:
Employees are provided with the necessary job related training,
seminars and workshops on an ongoing basis to further enhance
their skills, knowledge, core competencies and proficiency level.
Participation in various in-house and external training programs
from technical-related skills to soft management skills.
Participation in international trade fairs/exhibitions locally and
overseas, to broaden the knowledge base and exposure of
the employees to keep abreast of new developments in their
respective field of expertise.

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

(iv) Recreational, Sports and Leisure Activities

Age Group

The Group acknowledges a good work-life balance will lead to a


more productive workforce.
In order to cultivate balanced work life and create a caring,
harmonious and cohesive working environment, employees are
encouraged to participate in social, sports, recreational and leisure
activities organised by the Group. Besides, communication and
camaraderie among staff is fostered through social gatherings and
festive celebration.

< 30

39

30 to < 40

36

40 to < 50

18

50 & Above

Grand Total

100

To maintain a healthy lifestyle, the Group also organised fitness


programmes after working hours for staff participation to help
employees stay fit and healthy.

Gender
Male

45

(v) Retention, Talent Management and Succession Planning

Female

55

Grand Total

Retaining key employees is crucial to ensure business success.


The Group shall continue to ensure the rewards package remain
competitive to attract, retain and motivate the right talents.

100

(C) Community

A proper succession plan is put in place for critical positions to


ensure sustainability in terms of continuous effective and efficient
operations within the Group and a healthy leadership pipeline.

The Group recognises the interdependent relationship between


business growth and social well-being and welfare. Therefore, in
fulfilling its corporate responsibilities to the community it serves, the
Group is obligated to nourish and improve the quality of the society
at large while doing business.

(vi) Diversity and Equal Opportunities 


Oldtown embraces diversity at the workplace as we believe diversity
enriches our work environment and workforce diversity is of great
importance for growing our business.
The Group is an equal opportunity employer and does not practice
discrimination of any form, whether based on age, gender, race or
religion, throughout the organisation. The Group insists on a working
environment that is free of prejudice.
The Group encourages differences on age, gender, ethnicity, religious
beliefs, nationality, language, abilities, physical appearance, cultural
and socio-economic background. All employees are treated with
respect and fair manner.
As at the end of the financial year, the gender, ethnicity and age mix
of the Groups employees (excluding foreign workers and part time
workers) are as follows:
Ethnicity

Bumiputera

53

Chinese

33

Indian

Others

Grand Total

To be socially responsible, the Group focuses its corporate


responsibilities on enhancing community sustainability through
various activities and actions aim to promote community engagement
and address the needs of less fortunate and underprivileged families.
The philanthropic activities and approaches include:
The setting up of Oldtown Children Care Fund to provide aid
funds in the form of medical, educational, medical and other
short term emergency funds to orphaned, abandoned, vulnerable
and deprived children.
Monetary and in kind donations to schools, charity, welfare and
voluntary associations.
Distribution of gifts, goodie bags, basic supplies and necessities
to the poor and impoverished communities during festivals.
Annual Orphanage Project - Building funds donations to
orphanage or purchase of building as shelter for orphans.

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During the financial year ended 31 March 2015, the Group through
Oldtown Children Care Fund has carried out the following initiatives:
Extended monetary donations to charity, welfare and voluntary
association and needy families.
Organised various festive celebrations for orphans.
Donated school necessities to 611 deprived primary school
students from Puchong, Sg Pelek, Ampang, Menglembu, Batu
Gajah, Kampung Tawas, Bidor and Tronoh Mines in the month of
November 2014.
Organized Educational Charity Day Trip for 61 Orphans to Kajang
Ostrich Farm and Kajang Teddy Town on 6 June 2014.
Established Student Excellence Learning Foundations aid
fund for students who demonstrate financial needs and achieve
outstanding academic excellence.

(D) Marketplace
To achieve the sustainable development of the marketplace, the
Group endeavors to carry out activities in a sustainable manner and
promote responsible practices among our investors, suppliers and
customers.
(i) Investors 

We strive to enhance corporate value and maintain stable and long


term growth for the benefit of shareholders. It is through engagement
with its shareholders that the Group may learn of new and better
ways to enable a successful and sustainable business model. The
Group continues its efforts to engage with its shareholders through
the following initiatives:
Disclose and disseminate all material information in a timely,
open, fair and transparent manner.
Ensuring a robust system of corporate governance.
Implementing policies that promote ethical behavior and
conducting business responsibly through high standards and
business ethnics.
Actively engages with its shareholders and investors through
various channels of communication such as investor relations
activities, general meetings of shareholders, financial results
briefings, dialogues and regular press releases.
Accessible in the public domain and regular investors updates on
our website.
The Group aims to develop a good relationship with investors and is
accountable for providing timely information about the Group to the
investment community.

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annual report 2015

During the financial year ended 31 March 2015, the Group has
conducted investor relations activities via various communication
channels such as one-to-one meeting, small group briefing, conference
calls, regular meetings and road shows.
(ii) Suppliers

We respect our suppliers and work with them through long-term


relationships to realise mutual growth based on mutual trust. In this
aspect, we engage with our suppliers in the following areas:
Fosters new partnerships and delivers new business opportunities
to expand the suppliers business coverage in the industry.
Engages in ethical procurement practices by adopting standard
procedures in vendors qualification.
Ensures the products supplied are in accordance with the Groups
materials requirements.
Conducts more in-depth suppliers audits to ensure improved
standards in the supply chain.
(iii) Customers

Based on our philosophy of Customer First, we develop and provide


innovative, safe and high quality products and services that meet a wide
variety of customers demands and earn the trusts of our customers.
Focuses on product innovation and development to meet the
customers requirements.
Ensures halal compliance covering materials, employees and
systems.
Enhances customers satisfaction and confidence by providing safe,
reliable and affordable products.
Establishes customers complaint and feedback system through
dedicated email address, social media such as Facebook and
Twitter and suggestion boxes and ensures all customers complaints
are acknowledged and resolved promptly.
Sets quantitative benchmarks for its customer service delivery
standard such as Standard Waiting Time.
Continues to be covered by the internationally recognised ISO
9001:2008 (Quality Management System), ISO 22000:2005 (Food
Safety Management System), HACCP (Hazard Analysis Critical
Control Point) and GMP (Good Manufacturing Practice) certifications
for its manufacturing operations to ensure uniform and high
standards of product.

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Corporate Responsibility
The Groups corporate responsibility practices focus on four areas
Environment, Workplace, Community and Marketplace which aim to
deliver sustainable value to society at large.

Oldtown Children Care Fund Initiatives


Donations and Sponsorships
Contribution of School Necessities
Festival Celebrations for the Unfortunates

1. Contribution of a 3-door upright chiller worth RM4,200 to


Persatuan Kebajikan Kanak-Kanak Terencat Akal Malaysia.
2. Donation of RM50,000 Medical Aid Fund to 2-year-old Putra
Muhammad Ilyas from Klebang, Ipoh for his Liver Transplant
Surgery.
3. Bestowal of education essentials to 40 deprived students from
SJK(T) Menglembu.

Charity Day Trip

4. Sponsorship of 3 in 1 Oldtown White Coffee to SMK Seafield


Subang Jaya in conjunction with a fund raising carnival.

Student Excellence Learning Foundations Aid Fund

5. Students from SJK(C) Pasir Pinji 2, Ipoh receiving SELF aid fund.
6. Chinese New Year Karaoke Outing at OTK Studio Greentown Ipoh
on 28 Feb 2015.
7. Christmas Laser Battle Outing for 88 Orphans at Ipoh Parade on
20 Dec 2014.
8. Deepavali Movie Outing at AEON Station 18 on 1 Nov 2014.
9. Hari Raya Celebration with 45 orphans at Oldtown White Coffee
Mahkota Square, Kuantan on 9 Aug 2014.
10. Educational Charity Day Trip for 61 Orphans to Kajang Ostrich
Farm on 6 June 2014.
11. Sponsorship of RM3,600 Living Expenses and Medical Aid Fund
to 6-year-old Lai Chen Hao from Ipoh.
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Earthcare Initiatives
Oldtown Carnival of the Green 2014.
Earth Hour Campaign 2015.
Oldtown Mother Earth website A charity fundraising platform
for buying and selling recycled creations and used items.
Practise of 3Rs - Reduce, Reuse & Recycle in Oldtown Berhad.

1. The Launching Ceremony for Oldtown Carnival of the Green


conducted at SJK(C) Pasir Pinji 2 Ipoh on 22 November 2014.
2. Nationwide Oldtown White Coffee outlets celebrate Earth Hour
2015 on 28 March 2015.
3. Sponsorship to UTAR Environmental Tree Run Event conducted
on 7 March 2015.

Allocations Green Signage at nationwide Oldtown White Coffee


outlets.
Donations & Sponsorships to Environmental Events & Activities.

Workplace Activities & Events


Learning, Training and Development Program.
Staffs Recreational, Sports and Leisure Activities.
Employee Welfare and Well-being Program.
Safe, Healthy and Conductive Work Environment.
Retention, Talent Management and Succession Planning.

4. Customer Service Training conducted at Oldtown White Coffee


outlets in Sept 2014.
5. Staffs Buka Puasa Celebration conducted at Oldtown Subang
office on 18 July 2014.
6. Staffs Chinese New Year Celebration held at Oldtown Subang
office on 13 Feb 2015.
7. Making A Difference Training organized in July 2014 at Oldtown
Berhad Headquarter.

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The Board of Directors (the Board) of Oldtown Berhad (the Company)
recognises the value of good governance and believes that a high
standard of corporate governance will deliver long-term sustainable
shareholder value. The Board is committed to ensure good corporate
governance practices are applied throughout the Company and its
subsidiaries (the Group).
This Statement sets out the key aspects of how the Company has
applied the Principles and Recommendations of the Malaysian
Code on Corporate Governance 2012 (MCCG 2012) during the
financial year ended 31 March 2015 and any non-observation of the
Recommendations of MCCG 2012, including the reasons thereof, has
been included in this Statement.

Principle 1 Establish Clear Roles and Responsibilities


1.1 Clear Functions of the Board and Management
The Board leads the Group and plays a strategic role in overseeing
the Groups corporate objectives, directions and long term goals of
the business. The Board is responsible for the oversight of the overall
management of the Group.
The Board Committees are established to assist the Board in discharging
its responsibilities. The Board delegates specific responsibilities to three
(3) principal Committees, namely the Audit Committee, the Nomination
Committee and the Remuneration Committee. All Committees have
written terms of references and operating procedures and the Board
receives reports on their proceedings and deliberations. The Chairman
of the respective Committees shall report the outcome of their meetings
to the Board. Minutes of all Board Committee meetings are circulated
to the Board members so that they are kept abreast of proceedings and
matters discussed at Board Committee meetings.
Independent Non-Executive Directors provide unbiased and independent
views in ensuring that the strategies proposed by the Management
are fully deliberated and examined objectively, taking into perspective
of the long term interests of shareholders, other stakeholders and the
community at large.
The Board recognises the importance of the role of the Independent
Non-Executive Directors particularly in corporate accountability. They
are essential for protecting the interests of non-controlling interests and
can make significant contributions to a companys decision making by
bringing in the quality of detached impartiality.
The Executive Directors take on primary responsibilities for implementing
the Groups business plans and managing the business activities.

1.2 Clear Roles and Responsibilities


In fulfilling its fiduciary and leadership functions, the Board meets
regularly to perform its functions, amongst others, as follows:

a. Reviewing and Adopting the Groups Strategic Plans


The Board provides strategic direction and guides the Group in
promoting its core values, policies and objectives. The Board reviews the
strategic plans presented by the Management.

b. Overseeing the Conduct of the Groups Business


To ensure the effective discharge of its functions and responsibilities, the
Board delegates the day-to-day management of the Groups business
to the Management. The Group Managing Director is responsible for the
implementation of the Boards decisions, overall responsibilities over the
day-to-day operations of the Groups business and operational efficiency.

c. Identifying Principal Risks and ensuring the


Implementation of appropriate Systems to manage them
The Risk Management Committee (RMC), headed by the Group
Managing Director advises the Audit Committee and the Board on areas
of high risk faced by the Group and the adequacy of compliance and
control throughout the Group. The findings relating thereto will be tabled
to the Audit Committee on a regular basis.
Details on the RMC and the Companys Enterprise Risk Management are
set out in the Statement on Risk Management and Internal Control of this
Annual Report on page 40 to page 41.

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.

e. Overseeing the Development and Implementation of a


Communication Policy for the Group
The Board recognises the importance of keeping shareholders and
investors informed of its latest business and corporate developments.
The Board believes that an effective investor relationship is essential in
enhancing value to its shareholders.
The dissemination of information about the Group, its businesses and
its activities is conducted via the timely release of quarterly financial
results, press releases and announcements. The Company also holds
regular briefing and dialogues with fund managers, analysts, potential
shareholders and research houses from time to time. Whilst the
Company endeavors to provide as much information as possible, it is
aware of the legal and regulatory framework governing the release of
material and price sensitive information.
The Companys website at www.oldtown.com.my provides easy access
to corporate and financial information of the Group. The updates and
information on financial results are uploaded on the website immediately
after announcements of the same are made to Bursa Malaysia Securities
Berhad (Bursa Securities).
During the financial year under review, the Company has been involved
in investor relations activities to keep shareholders duly informed on the
performance of the Group. There were meetings with local and foreign
fund managers and analysts to provide insights on the operations and
latest developments in the Group.

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f. Reviewing the Adequacy and Integrity of Management


Information and Internal Control System of the Company

and signed in accordance with the provisions of Section 156 of the


Companies Act, 1965.

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.

In exercising their duties, the Board has complete and unrestricted


access to all information of the Group, the advice and services of
the Company Secretary and independent professional advice where
necessary, at the Companys expense.

1.3 Formalised Ethical Standards through Code of Conduct

1.6 Qualified and Competent Company Secretary

The Board has adopted a Code of Conduct for Directors and employees.
It sets out the ethical standards and underlying core ethical values to
guide actions and behaviors of all Directors and employees in conducting
the day-to-day duties and operations of the Group.

The Board is supported by three qualified and experienced named


secretaries who facilitate overall compliance with the Main Market
Listing Requirements of Bursa Securities (MMLR) and other relevant
laws and regulations.

The principles of which the Code of Conduct relies are principles in


relation to accountability, anti-bribery, commitment, corporate social
responsibility, diligence, discipline, excellence, fairness, honesty,
independence, integrity, loyalty, respect, responsibility, professionalism,
transparency and trust.

Three of the secretaries are members of Malaysian Institute of


Chartered Secretaries and Administrators and they play their role by
ensuring adherence to the Board policies and procedures from time
to time.

The key principles and expected conducts and ethical behaviour are
embedded into the Groups business operations and corporate culture.
The Group strives to uphold ethical practices and high standards of
integrity in the Groups dealings with employees, customers, suppliers,
business associates and shareholders.
The Board will review the Code of Conduct when necessary to ensure it
remains relevant and appropriate.
The full version of the Code of Conduct is published on the Companys
website at www.oldtown.com.my.

1.4 Strategies Promoting Sustainability


The Board has adopted a Sustainability and Corporate Responsibility
Framework (Framework) for the Group. The Framework reinforces
the Groups sustainability commitment to integrate sustainability and
corporate responsibility strategies into daily operations with the ultimate
objective of achieving greater efficiency, better performance of the Group
and improved quality of life to the society at large.
The Groups activities on sustainability are included in the Sustainability
and Corporate Responsibility section of this Annual Report on page 23 to
page 26.

1.5 Access to Information and Advice


All Board members are supplied with information concerning the
Company and the Group on a timely manner. All Directors are provided
with comprehensive Board papers at least five (5) days before Board
meetings to enable them to review and consider the agenda items
to be discussed. The Board papers contain relevant information and
justifications for each proposal for which Boards approval is sought.
Where necessary, members of senior management and external advisers
are invited to attend these meetings to provide additional insights and
professional views on specific items on the agenda.
Minutes of the Board and Board Committee meetings are circulated to
Directors for their perusal prior to confirmation of the minutes at the
following Board and Board Committee meetings. The Directors may
request for further clarification or raise comments on the minutes prior
to confirmation of the minutes as correct records of the proceedings

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annual report 2015

The Company Secretary carries out the following tasks:


Attend and ensure proper conduct and procedures at all Board
Meetings, Board Committee Meetings, Annual General Meeting
(AGM), Extraordinary General Meeting (EGM) and any other
meetings that require the attendance of Company Secretary and
ensure that meetings are properly convened;
Ensure that deliberations at the meetings are well captured and
minuted, and subsequently communicated to the relevant Management
personnel for necessary actions;
Inform and keep the Board updated of the latest enhancement in
corporate governance, changes in the legal and regulatory framework,
new statutory requirements and best practices;
Keep the Directors and principal officers informed of the closed period
for trading in the Companys shares; and
Ensure proper record and maintenance of the Companys proceedings,
resolutions, statutory records, register books and documents.

1.7 Board Charter


The Directors are expected to act in a professional manner and
discharge their duties with high ethical values, honesty and
accountability in their commitment to good corporate governance
practices.
A Board Charter was formalised and adopted by the Board on 1 March
2014. The Board Charter clearly sets out the roles, responsibilities,
authorities and operation of the Board and Board Committees. All Board
members are aware of their duties and responsibilities.
The Board Charter also outlines:
The division of responsibilities and powers between the Board and
Management, the different committees established by the Board, and
between the Chairman and the Group Managing Director;
Set out processes and procedures for convening Board meetings;
The Boards commitment in upholding integrity in financial reporting,
conflicts of interest situations and related party transactions;

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

List of matters reserved for decision by the Board;

B. Meetings

Boards access to information and independent advice; and

The Committee shall hold at least one meeting per year or more
frequently when the need arises. The quorum for each meeting
shall be two (2). Minutes of meeting shall be kept and circulated to
each member.

The role of the Company Secretary.


The Board Charter serves as a reference providing guidance to
prospective and existing Board members and Management on the
fiduciary and leadership functions of the Companys Directors. It also
ensures that the principles and practices of good Corporate Governance
are applied in all their dealings in respect of and on behalf of the
Company; to help foster a culture of honesty and accountability and
uphold the core values of integrity when dealing with ethical issues.
A summary of the Board Charter is made available on the Companys
website and will be reviewed when necessary to ensure the Board
Charter remains consistent with the Boards objectives, current law and
practices.

Principle 2 Strengthen Composition


2.1 Nomination Committee
The Nomination Committee comprises exclusively Independent NonExecutive Directors. The Committee met twice during the financial year
under review and the attendance record is as follows:
Name of
Members

Designation

Directorship

Attendance
(1 April 2014 to
31 March 2015)

Datuk Dr. Ahmed


Tasir Bin Lope Pihie

Chairman

Independent
Non-Executive
Director

2/2

Dato
Wong Guang Seng,

Member

Independent
Non-Executive
Director

2/2

Tan Chon Ing @


Tan Chong Ling

Member

Independent
Non-Executive
Director

2/2

Mark Wing Kong

Member

Independent
Non-Executive
Director

1/1

(Appointed as member
on 1 June 2014)

(Resigned on
3 November 2014)

C. Responsibilities and Functions


i) To recommend to the Board, candidates to be appointed as Director
of the Company.
ii) To consider in making its recommendations, candidates for
directorship proposed by the Group Managing Director or by any
senior management or any director or shareholder.
iii) To recommend to the Board, candidates to fill the seats on the Board
Committees.
iv) To assist the Board in its annual review of the required mix of skills
and experience and other qualities including core competencies
which Non-Executive Directors should bring to the Board and
to assess the effectiveness of the Board as a whole, the Board
Committees and the individual director on an annual basis.
The Board has not nominated a Senior Independent Non-Executive
Director to whom concerns may be conveyed as the Board will shoulder
this responsibility collectively. Pursuant to the recommendation 2.1 of
the MCCG 2012, the Nomination Committee should be chaired by a
Senior Independent Director identified by the Board. The Board is of
the opinion that Datuk Dr. Ahmed Tasir Bin Lope Pihie, the Independent
Non-Executive Chairman of the Board, is suitable to act as Chairman of
the Nomination Committee in view of his detailed knowledge and vast
experience of the business, his background and commitment.

2.2 Develop, Maintain and Review Criteria for Recruitment


and Annual Assessment of Directors

Appointment of Directors

The terms of reference of the Nomination Committee are as follows:

A. Size and Composition


i) The Board shall appoint members to the Nomination Committee,
comprise wholly of Non-Executive Directors and a majority of whom
are independent and shall consist of not less than three (3) members.
ii) The members of the Nomination Committee shall elect the Chairman
from amongst themselves who shall be an Independent NonExecutive Director.
iii) In the event of any vacancy in the Nomination Committee resulting in
the number of members being reduced to below three (3), the Board
shall fill the vacancy within three (3) months.

The Nomination Committee, which comprises independent directors,


is responsible for making recommendations for any new appointments
to the Board. In making these recommendations, the Nomination
Committee considers the required mix of skills and experiences which
the Directors would bring to the Board. Any new nomination received is
recommended to the full Board for assessment and endorsement.
The key task of the Nomination Committee is to ensure that the
Company recruits and retains the best available Executive and NonExecutive Directors with the right mix of skills and knowledge relevant to
the Company.

Re-election of Directors
Article 84 of the Articles of Association (AA) of the Company provides
that one-third (1/3) of the Directors for the time being, or, if their number
is not three (3) or a multiple of three (3), then the number nearest to one
third (1/3) shall retire from office and be eligible for re-election at the
AGM at least once in every three (3) years and all retiring Directors shall
be eligible for re-election.

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Article 91 of the AA of the Company further provides that any Directors


who are appointed either to fill a casual vacancy or as an addition to the
existing Board of Directors shall hold office only until next AGM of the
Company and shall then be eligible for re-election but shall not be taken
into account in determining the Directors who are to retire by rotation
pursuant to Article 84 of AA at that meeting.
Section 129(2) of the Companies Act 1965 (the Act) states that the
office of a director of a public company or a subsidiary of a public
company who is over the age of seventy (70) years shall become vacant
at the conclusion of the AGM. Nevertheless, Section 129(6) of the Act
provides provision that the Director may be appointed or re-appointed
as a Director of the Company by the shareholders at the AGM and to
hold office until the next AGM of the Company. The said re-appointment
must be approved by a majority of not less than three-fourths of the
shareholders at the AGM.

Board Diversity
Where boardroom diversity is concerned, the Board does not adopt any
formal policy on diversity (for gender, age and ethnicity) in the selection
of new Board candidates and does not have a specific policy on setting
targets for female candidates. Nevertheless, the Board will consider
female candidates as new Directors of the Company as and when the
opportunity arises in support of the Governments initiative to increase
women participation at the Board level.
Despite the importance of boardroom diversity, the Board is of the view
that the evaluation of the suitability of candidates as Board members,
based on the candidates competency, character, time commitment,
knowledge, experience and other qualities in meeting the needs of the
Group, should remain a priority and vital consideration.

Annual Assessment
The Nomination Committee shall conduct the following evaluation on an
annual basis:
The effectiveness of each directors ability to contribute to the
effectiveness of the Board and the relevant Board Committees;
The effectiveness of the Board Committees;

Considered and assessed the list of directors who are retiring by


rotation to put forward for re-election, subject to the approval of
shareholders at the Companys AGM annually.
The Nomination Committee considered that the performance of the
existing Board and all Board Committees was consistently good and
satisfactory.

2.3 Remuneration policies

Remuneration Committee
The Remuneration Committee comprises three (3) Independent NonExecutive Directors and two (2) Executive Directors. The Remuneration
Committee met once during the financial year under review and the
attendance record is as follows:
Name

Designation

Directorship

Attendance
(1 April 2014 to
31 March 2015)

Chairman

Independent
Non-Executive
Director

1/1

Datuk Dr. Ahmed


Tasir Bin Lope Pihie

Member

Independent
Non-Executive
Director

1/1

Lee Siew Heng

Member

Group
Managing
Director

1/1

Dato
Wong Guang Seng,

Member

Independent
Non-Executive
Director

1/1

Goh Ching Mun

Member

Executive
Director

1/1

Mark Wing Kong

Member

Independent
Non-Executive
Director

Tan Chon Ing @


Tan Chong Ling

(Appointed as Member
on 1 June 2014)

(Resigned on
3 November 2014)

The effectiveness of the Board as a whole; and


The Independence of each Independent Director.

The terms of reference of the Remuneration Committee are as follows:

The Nomination Committee met two (2) times during the financial year
ended 31 March 2015.

A. Size and Composition

The activities carried out by the Nomination Committee during the


financial year ended 31 March 2015 were as follows:
Reviewed and assessed the mix of skills, expertise, composition, size
and experience of the Board, including the core-competencies of both
Executive and Non-Executive Directors, effectiveness of the Board as
a whole and the Board Committees. All assessments and evaluations
carried out by the Nomination Committee were properly documented
and tabled to the Nomination Committee and Board for notation.

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i) The Board shall appoint members to the Remuneration Committee,


comprise wholly or mainly Non-Executive Directors and shall consist
of not less than three (3) members.
ii) The members of the Remuneration Committee shall elect the
Chairman from amongst themselves who shall be an Independent
Non-Executive Director.
iii) In the event of any vacancy in the Remuneration Committee resulting
in the number of members being reduced to below three (3), the
Board shall fill the vacancy within three (3) months.

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B. Meetings
The Remuneration Committee shall hold at least one meeting per
year or more frequently when the need arises. The quorum for each
meeting shall be two (2). Minutes of meeting shall be kept and
circulated to each member.

The number of Directors whose total remuneration for the financial year
ended 31 March 2015 is tabulated below:
Remuneration
Band

No. of
Executive
Directors

No. of
Non-Executive
Directors

C. Responsibilities and Functions

RM50,001 - RM100,000

i) To recommend to the Board the appropriate remuneration packages


of the Group Managing Director and Executive Directors. None of
the Executive Directors participate in any way in determining their
individual remuneration.

RM200,001- RM250,000

RM550,001- RM600,000

RM900,001 - RM950,000

RM1,000,001 - RM1,050,000

ii) To ensure the Executive Directors are fairly and appropriately


remunerated for their individual contributions to the Companys
overall performance.
iii) To ensure the remuneration offered commensurates with the level of
executive responsibilities and encourage Executive Directors to act in
ways that enhances the Groups long-term profitability and value.
The Board as a whole determines the remuneration of the Non-Executive
Directors. None of the individual Directors participate in determining
their individual remuneration.

Directors Remuneration
The Group aims to set the levels of remuneration in such a way that it
supports the strategies and long-term vision of the Group as well as
provides adequate motivational incentive for directors to pursue the
long-term growth and success of the Group. The levels of remuneration
should be sufficient to attract and retain the directors needed to run the
Group successfully and in line with industry standards.
Remuneration packages for Executive Directors are structured so as to
link rewards to corporate and individual performance. The remuneration
of Executive Directors includes salary, bonus, allowance and benefits-inkind.
In the case of Non-Executive Directors, the level of remuneration
reflects the experience and level of responsibilities undertaken by them.
Currently, the Non-Executive Directors are paid Directors fees and
attendance allowance for each Board/Committee meeting they attended.
The aggregate remuneration of Directors of the Company for the
financial year ended 31 March 2015 is categorised into the following
components:
Salaries &
Other
Emoluments
(RM000)

Bonus
(RM000)

Fees
(RM000)

Benefitsin-kind
(RM000)

Total
(RM000)

Executive
Directors

1,504

1,288

107

109

3,008

NonExecutive
Directors

49

During the financial year ended 31 March 2015, the Remuneration


Committee met once to deliberate the following matter:
Reviewed the staff salary increment and bonus for year 2015.

Principle 3 Reinforce Independence


3.1 Annual Assessment of Independence
The Board recognises the importance of independence and objectivity
in the decision-making process as advocated in the MCCG 2012. The
Board is committed to ensure that the independent directors are capable
to exercise independent judgment and act in the best interests of the
Group.
In line with Recommendation 3.1 of the MCCG 2012 whereby the Board
is required to develop criteria to assess independence of directors,
the Board has adopted the same criteria used in the definition of
independent directors prescribed by the MMLR of Bursa Securities.
The Independent Directors of the Company fulfilled the criteria of
Independence. They act independently of management and are not
involved in any other relationship with the Group that may impair their
independent judgment and decision making.
Each Director has a continuing responsibility to determine whether he
has a potential or actual conflict of interest in relation to any material
transactions. Such a situation may arise from external associations,
interests or personal relationships.
The Director is required to immediately disclose to the Board and to
abstain from participating in discussions, deliberations and decisions of
the Board on the respective matters.
The Board, via Nomination Committee has developed the criteria
to assess independence and formalised the current independence
assessment practice.

3.2 Tenure of Independent Directors


-

179

24

252

The Board is aware of the tenure of an Independent Director which


should not exceed a cumulative term of nine (9) years as recommended
by MCCG 2012 and that an Independent Director may continue to serve
on the Board if the Independent Director is re-designated as a NonIndependent Non-Executive Director upon completion of the cumulative
term of nine (9) years.

annual report 2015

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3.3 Shareholders Approval for the Appointment as an


Independent Director after serving nine (9) Years in
that Capacity

Principle 4 Foster Commitment

Subject to the assessment of the Nomination Committee and the


shareholders approval, the Board may retain an Independent Director
who has served nine (9) years or more on the Board. Presently, there is
no Independent Director of the Company whose tenure has exceeded a
cumulative term of nine (9) years as the Company was listed on the Main
Market of Bursa Securities on 13 July 2011.

The Board meets at least four (4) times a year at quarterly intervals with
additional meetings to be convened where necessary to deal with urgent
and important matters that require attention of the Board.

3.4 Separation of Positions of the Chairman and


Group Managing Director
The role of the Chairman and the Group Managing Director are clearly
distinct for effective balance of power and authority because the
positions are held by two different individuals. The Chairman is primarily
responsible for ensuring Boards effectiveness and conduct. He ensures
that all relevant issues and quality information to facilitate decision
making and effective running of the Groups business are included in the
meeting agenda.
The Group Managing Director is responsible for the daily management
of the Groups operations and implementation of the Boards policies and
decisions. He is responsible for communicating matters relating to the
Groups business affairs and issues to the Board. His vast experience,
business knowledge and skills contributed significantly towards the
attainment of the Groups goals and objectives.

3.5 Composition of the Board


Presently, the Board comprises three (3) Independent Non-Executive
Directors and five (5) Executive Directors (including the Group Managing
Director). This composition complies with Paragraph 15.02 of the MMLR
of Bursa Securities which requires at least two (2) directors or one-third
(1/3) of the Board, whichever is the higher, to be independent. The
profiles of the Directors are set out on page 8 to page 11 of this
Annual Report.
The Executive Directors take on the primary responsibility of the day-today running of the Groups business as well as implementing the policies
and decisions of the Board.
The Independent Non-Executive Directors act independently of
management and do not participate in any business dealings and are not
involved in any other relationship with the Group that may impair their
independent judgment and decision-making. They provide a broader
view and independent assessment to the Boards decision making
process by acting as an effective check and balance.
Together, with their diverse backgrounds, professional experience and
wide range of skills, the Board can effectively manage and run the
Groups operations.

4.1 Time Commitment

To ensure that the Directors have the time to focus and fulfill their roles
and responsibilities effectively, one of the criterions is they must not hold
directorships at more than five (5) public listed companies as prescribed
in Paragraph 15.06 of MMLR.
During the financial year ended 31 March 2015, the Board met five (5)
times to discuss issues on the Groups financial performance, significant
investments, corporate development, strategy and business plan. The
attendance record of each Director at the Board Meetings is as follows:Name of
Directors
Datuk Dr. Ahmed Tasir Bin Lope Pihie

Attendance
(1 April 2014 to
31 March 2015)

5/5

(Chairman)

Lee Siew Heng

5/5

Dato Wong Guang Seng,

5/5

(Appointed on 1 April 2014)

Tan Chon Ing @ Tan Chong Ling

5/5

Chuah Seong Meng

5/5

Clarence DSilva A/L Leon DSilva

5/5

Goh Ching Mun

5/5

Tan Say Yap

4/5

Mark Wing Kong

3/3

(Resigned on 3 November 2014)

4.2 Meeting Calendar


The dates scheduled for Board meetings, Board Committee meetings
and Annual General Meeting are set in advance and circulated to
the Directors to facilitate the Directors time planning. The Directors
Circular Resolutions are used for determination of urgent matters
arising in between meetings. In accordance with Article 122 of the AA
of the Company, a signed and approved resolution by the majority of
the Directors shall be valid and effectual as if it had been passed at a
meeting of the Directors.

4.3 Training
The Board acknowledges that continuous education is essential for the
Directors to further enhance their skills and knowledge. As an integral
part of their training program, they are provided with updates from time
to time on the relevant changes in laws, regulations and the business
environment. The Nomination Committee would also assess the training
needs of the Board from time to time. During the financial year ended 31
March 2015, seminars and training courses attended by the Directors
are as follows:

34

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OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Name of
Directors
Datuk Dr. Ahmed
Tasir Bin Lope Pihie

Training/
Courses Attended
Planning Corporate Mergers & Acquisitions For
Execution excellence
Nominating Committee Programme 2: Effective
Board Evaluation

Lee Siew Heng

Implementation Insights of Successful Mergers


& Acquisitions

Dato
Wong Guang Seng

Mandatory Accreditation Programme for


Directors of Public Listed Companies
Audit Committee Workshop Series 1:
The Functions of the Audit Committee
Audit Committee Workshop Series 2:
Control Environment in Managing Risk
Audit Committee Workshop Series 3 :
Oversight of Financial Reports and Compliance
Audit Committee Workshop Series 4 :
Enhancing Audit Quality : Role of Audit
Committee
National Tax Conference 2014
National Tax Seminar 2014
MIA International Accountants
Conference 2014
Industry Focused GST Workshops Workshop 1 : GST for Property Developers &
Construction Industry
Audit Committee Conference 2015 Rising to
new challenges

The Audit Committee also assists the Board in overseeing the financial
reporting process and ensuring the quality of the financial reporting by
the Group. The Audit Committee reviews and monitors the accuracy and
integrity of the Groups annual and quarterly financial statements for
announcement to the public within the stipulated time frame.

Statement on Directors Responsibility


The Directors are required, pursuant to Section 169 of the Act, to draw up
financial statements for each financial year that gives a true and fair view
of the state of affairs of the Company and the Group as at the end of the
financial year and of the results and cash flows for the financial year. In
addition, the Directors have the overall responsibility for taking such steps as
are reasonably available to them to safeguard the assets of the Group and to
prevent fraud and other irregularities. In preparing the financial statements
for the financial year ended 31 March 2015, the Directors have:(i) adopted appropriate accounting policies and applied them consistently;
(ii) made reasonable and prudent judgments and estimates;
(iii) ensured that the applicable approved Malaysian Financial Reporting
Standards and the provisions of the Act in Malaysia are complied with; and
(iv) prepared financial statements on a going concern basis, having
made enquiries that the Company and the Group have adequate
resources to continue operations in the foreseeable future.
The Statement of Directors pursuant to the Act is set out on Page 136 in
this Annual Report.

5.2 Assessment of Suitability and Independence of


External Auditors
The Board has maintained a transparent and professional relationship
with the Groups External Auditors through the Audit Committee.
The Groups External Auditors are invited to attend the Audit Committee
meetings when deemed necessary. The Audit Committee meets the
External Auditors to review the scope and adequacy of the audit process,
the financial statements and their audit findings.

Tan Chon Ing @ Tan


Chong Ling

Implementation Insights of Successful Mergers


& Acquisitions

Chuah Seong Meng

Implementation Insights of Successful Mergers


& Acquisitions

Clarence DSilva A/L


Leon DSilva

Planning Corporate Mergers & Acquisitions For


Execution Excellence

Goh Ching Mun

Implementation Insights of Successful Mergers


& Acquisitions

In addition, the External Auditors are invited to attend the Companys AGM
/EGM and are available to answer any questions from shareholders on
the conduct of the statutory audit and the contents of the Annual Audited
Financial Statements as well as any corporate exercise undertaken by the
Group where the External Auditors are involved.

Tan Say Yap

Implementation Insights of Successful Mergers


& Acquisitions

During the financial year ended 31 March 2015, the Audit Committee met
twice with the External Auditors without the presence of the Management.

Principle 5 Uphold Integrity In Financial Reporting


5.1 Compliance with Applicable Financial Reporting Standards

Financial Reporting
The Board is committed to provide a balanced, clear and comprehensive
assessment of the Groups financial position and prospects by making
sure the financial statements and quarterly announcements are prepared
in accordance with the provisions of the Act, MMLR of Bursa Securities
and applicable approved accounting standards.
T he Board is assisted by the Audit Committee in reviewing the
appropriateness of accounting policies applied by the Group as well as
the changes in these policies.

The Board reviews the independence, performance and remuneration


of the External Auditors based on the recommendation of the Audit
Committee before recommending them to the shareholders for reappointment in the AGM on an annual basis. The External Auditors would
provide assurance to the Board in respect of its independence to act as
the External Auditors of the Company.
Messrs Deloitte, the existing External Auditors of the Company, has
in place policies on rotation for partners and managers of an audit
engagement to ensure objectivity, independence and integrity of the
audit. The External Auditors have declared their independence to the
Group and their compliance with By-Laws (on professional ethics,
conduct and Independence) of the Malaysian Institute of Accountants.
annual report 2015

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Principle 6 Recognise And Manage Risks


6.1 Sound Framework to Manage Risks
The Board acknowledges its responsibility for maintaining a sound
system of risk management and internal control in the Group. These
controls provide reasonable but not absolute assurance against material
misstatement, loss or fraud.
The Directors responsibilities for the Groups system of risk management
and internal controls (system) cover not only the financial aspects but
also compliance and operational controls as well as risks management
matters and reviewing the adequacy and integrity of the system.
The Company has in place an on-going process for identifying,
evaluating and managing key risks that may affect the achievement of
the business objectives of the Group. Towards cultivating a sustainable
risk management culture, risk management principles and practices are
embedded into existing key processes across different functions within
the Group.
Details of the Companys Enterprise Risk Management are set out in
the Statement on Risk Management and Internal Control of this Annual
Report on page 40 to page 41.

6.2 Internal Audit Function


The Groups internal audit function is carried out by outsourced external
consultants who assist the Audit Committee and Board in providing
independent assessment on the adequacy, efficiency and effectiveness of
the Groups governance, risk management and internal control processes.
Details of the Companys internal control system and framework are set
out in the Statement on Risk Management and Internal Control of this
Annual Report on page 40 to page 41.

Principle 7 Ensure Timely and High Quality Disclosure


7.1 Corporate Disclosure Policy
The Board has put in place a Corporate Disclosure Policy (Policy) to
ensure the disclosure of material information pertaining to the Groups
performance and operations to the public is in accordance with the
disclosure requirements under the MMLR of Bursa Securities and other
applicable laws and regulations.
The Policy outlines the Groups approach towards the determination and
dissemination of material information, the circumstances under which
the confidentiality of information will be maintained, preventing abuse of
undisclosed material information and provides guidelines for achieving
consistent disclosure practices. Confidential information is restricted
to top management only. Selected members of top management are
responsible for making disclosures and responding to market rumours
and queries.

7.2 Leverage on Information Technology for Effective


Dissemination of Information
The Board has established a dedicated section for corporate information
on the Companys website where information on the Companys
announcements, financial information, share prices and analysts reports
can be accessed.

36

annual report 2015

Principle 8 Strengthen Relationship Between


Company And Shareholders
8.1 Encourage Shareholders Participation at General Meetings
The AGM serves as the principal forum for direct interaction and dialogue
among shareholders, Board and Management. The AGM provides an
opportunity for the shareholders to seek and clarify any issues and to
have a better understanding of the Groups performance and other
matters of concern. Shareholders are encouraged to actively participate
in the question and answer session. The Board, senior management and
the External Auditors are available to respond to shareholders enquiries
and provide appropriate clarifications at the AGM.
Normally, a press conference will be held after the AGM to advise the
media of the resolutions passed by shareholders, brief the media on the
operations, performance and financial results of the Group for the year
under review and clarify issues posed by the media.
The Company dispatches its notice of AGM and related papers to
shareholders at least twenty one (21) days before the meeting to enable
shareholders to go through the Annual Report and papers supporting the
resolutions proposed.
Each item of special business included in the Notice of the AGM or EGM
will be accompanied by a full explanation of the effects of a proposed
resolution.

8.2 Encourage Poll Voting


In line with recommendation 8.2 of the MCCG 2012, the Chairman
informs shareholders of their right to demand a poll vote at the
commencement of the AGM or EGM as recommended by the MCCG
2012 and the Companys AA. The Board will put the substantive
resolutions to vote by poll when necessary.

8.3 Effective Communication and Proactive Engagement


At the last AGM held on 10 September 2014, there was a presentation
on the Companys operational review by the Group Managing Director.
The Executive Directors also provided shareholders with a brief review
of the Companys performance and prospects. Shareholders have the
opportunities to enquire on the Companys performance and operations
and are invited to ask questions during the question and answer session.
The Company recognises the importance of timely dissemination of
information to shareholders and other stakeholders. The Board is
committed to ensure that the shareholders and stakeholders are well
informed of major developments of the Group and the information is
communicated to them through the Annual Report, Quarterly Financial
Results, various disclosures and announcements made to Bursa
Securities and the Companys website.

COMPLIANCE STATEMENT
The Board is of the view that the Group is generally in compliance with
the Principles and Recommendations of the MCCG 2012. Where a
specific Recommendation of the MCCG 2012 has not been observed
during the financial year under review, the non-observance has been
explained and the reasons thereof has been included in this Statement.
This Statement was approved by the Board of Directors on 13 July 2015.

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

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Audit Com
The Board of Directors (the Board) of Oldtown Berhad (the Company)
is pleased to present the Audit Committee (the Committee) Report for
the financial year ended 31 March 2015.

1. Composition
As at the date of this report, the members of the Audit Committee are as
follows:Chairman
Dato Wong Guang Seng, Independent Non-Executive Director
(Appointed as member on 1 April 2014 and subsequently redesignated
as Chairman on 3 November 2014)
Members
Datuk Dr. Ahmed Tasir Bin Lope Pihie, Independent Non-Executive Director
Tan Chon Ing @ Tan Chong Ling, Independent Non-Executive Director

2. Attendance
The Audit Committee of the Company held five (5) meetings during
the financial year ended 31 March 2015 and details of attendance of
members of the Audit Committee are as follows:-

Name of Members

Attendance
(1 April 2014 to
31 March 2015)

Dato Wong Guang Seng (Chairman)

(ii) he must be a member of one of the associations of accountants


specified in Part II of the 1st Schedule of the Accountants Act
1967; or
(c) fulfills such other requirements as prescribed or approved by Bursa
Malaysia Securities Berhad (Bursa Securities).
(iv) In the event of any vacancy in the Audit Committee resulting in the
number of members being reduced to below three (3), the Board shall
within three (3) months appoint such number of new members as may
be required to make up the minimum number of three (3) members.
(v) No alternate director shall be appointed as a member of the Audit
Committee.
(vi) The term of office and performance of the Audit Committee and each
of its members shall be reviewed by the Board at least once every
three (3) years.

C. Authority
(i) The Audit Committee is fully authorised by the Board to independently
investigate without interference from any party on any activity within
its terms of reference. It shall have:-

5/5

(a) full and unrestricted access to any information pertaining to the


Company and its subsidiary companies;

3/3

(b) direct communication channels with both the External Auditors and
Internal Auditors;

(Appointed as member on 1 April 2014 and subsequently


redesignated as Chairman on 3 November 2014)

Mark Wing Kong

(i) he must have passed the examinations specified in Part I of the


1st Schedule of the Accountants Act 1967; or

(resigned on 3 November 2014)

(c) the resources which are required to perform its duties; and

Datuk Dr. Ahmed Tasir Bin Lope Pihie

5/5

Tan Chon Ing @ Tan Chong Ling

5/5

3. Terms Of Reference
A. Objective of the Audit Committee
The primary objective of the Audit Committee is to assist the Board in
fulfilling its fiduciary responsibilities relating to corporate accounting,
system of internal controls and risk management processes,
management and financial reporting practices of the Group.

B. Composition of the Audit Committee


(i) The Committee shall be appointed by the Board from amongst its
number and shall consist of not less than three (3) members, all of
whom must be non-executive directors, with a majority of them being
independent directors.

(d) the authority to convene meeting with the External Auditors and
Internal Auditors, excluding the attendance of the other directors
and employees of the Company, wherever deemed necessary.
(ii) The Audit Committee is also authorised by the Board to obtain
external or independent professional advice and may invite outsiders
with relevant experience to attend their meetings, if necessary.

D. Meetings, Quorum and Procedures


(i) Meetings shall be held not less than four (4) times in a financial
year, although additional meetings may be called at any time by the
Chairman upon the request of any committee members, the External
Auditors or the Internal Auditors or at the Chairmans discretion.
(ii) The quorum shall consist of not less than two (2) members and the
majority of the members present must be independent directors.
In the absence of the Chairman, the members present shall elect a
Chairman for the meeting from amongst the members present.

(ii) The Chairman of the Audit Committee shall be elected among the
members of the Audit Committee and shall be an independent
director.

(iii) The Secretary to the Committee shall, but need not, be the Company
Secretary.

(iii) The Board shall at all times ensure that at least one (1) member of
the Audit Committee:

(iv) The Audit Committee may, as and when deemed necessary,


invite other Board members, senior management personnel, a
representative of the External Auditors and external independent
professional advisers to attend the meetings.

(a) must be a member of the Malaysian Institute of Accountants; or


(b) if he is not a member of the Malaysian Institute of Accountants,
he must have at least three (3) years working experience and:

annual report 2015

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OLDTOWN BERHAD (797771-M)

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(v) The Audit Committee shall meet with the External Auditors at least
twice in a financial year without the presence of any executive board
member.

(iv) Risk Management


To review the adequacy and effectiveness of risk management,
internal control and governance systems instituted in the Group.

(vi) Minutes of each meeting shall be kept and distributed to each


member of the Committee and of the Board.

(v) Related Party Transactions


To monitor and review any related party transaction and conflict
of interest situation that may arise within the Group including any
transaction, procedure or course of conduct that raises questions on
management integrity.

E. Duties and Responsibilities


The duties and responsibilities of the Committee shall be:
(i) External Audit
(a) To consider and recommend the appointment of the External
Auditors, the audit fee and any questions of resignation, dismissal or
re-appointment.
(b) To discuss with the External Auditors before the annual audit
commences, the nature and scope of audit plan.
(c) To discuss problems and reservations arising from the final and
interim audits; evaluation of the system of internal controls and
any matter the External Auditors may wish to discuss, including
assistance given by the employees of the Group to the auditors
and to review the auditors audit report, management letter and
managements response.
(ii) Internal Audit
(a) To review the adequacy of the scope, functions, competency and
resources of the internal audit function and that it has the necessary
authority to carry out its work.
(b) To review the internal audit program, processes and results and,
where necessary, ensure that appropriate actions are taken on the
recommendations of the internal audit function and provide general
guidance to the internal audit function.
(c) To review the performance of the internal audit function and to
consider their re-appointment.
(d) To consider the major findings of internal investigations and
managements response.
(iii) Financial Reporting
To review the quarterly and annual financial statements of the Company
and the Group and to recommend the same to the Board for approval,
focusing particularly on:
(a) any changes in or implementation of new accounting policies and
practices;
(b) significant and unusual events;
(c) significant adjustments arising from the audit;

38

(vi) Other Matters


To perform such other functions and responsibilities as may be
agreed by the Audit Committee and the Board, and as may be
required from time to time in compliance with the Main Market
Listing Requirements of Bursa Securities (MMLR).

4. Summary of Activities During The Financial Year


The Audit Committee had carried out the following activities in
accordance with the terms of reference of the Audit Committee during
the financial year ended 31 March 2015:

A. Financial Reporting
Reviewed the unaudited quarterly financial results and audited financial
statements of the Group before recommending the same for the Boards
approval and release to Bursa Securities.

B. Internal Audit
(i) Reviewed the annual audit plan of the outsourced internal audit
function to ensure adequate scope and comprehensive coverage of
the activities of the Group;
(ii) Reviewed the internal audit reports, recommendations made and
Managements response to those recommendations; and
(iii) Noted the corrective actions on outstanding audit issues to ensure
the key risks and control lapses have been addressed and rectified.

C. External Audit
(i) Reviewed the Annual Audit Planning Memorandum prepared by the
External Auditors to ensure adequate scope and comprehensive
coverage over the activities of the Group;
(ii) Discussed the scope of work, key audit areas, audit approach, audit
timetable and the proposed audit fees of the Group for the financial
year ended 31 March 2015;
(iii) Recommended the re-appointment of the External Auditors for the
Boards approval;

(d) the going concern assumption; and

(iv) Reviewed the extent of assistance rendered by the Management and


issues and reservations arising from audit with the External Auditors;
and

(e) compliance with applicable approved accounting standards and other


legal and regulatory requirements.

(v) Had two (2) private sessions with the External Auditors without the
presence of management staff and the executive board members.

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

D. Related Party Transactions


(i) Reviewed and noted all related party transactions including recurrent
related party transactions entered into by the Company and the
Group to ensure that the transactions entered into were on normal
commercial terms; and
(ii) Reviewed the reports on related party transactions presented
by outsourced external consultant to ascertain that the review
procedures established to monitor the related party transactions have
been complied with in accordance to the MMLR of Bursa Securities.

E. Risk Management
(i) Reviewed the follow up report on Enterprise Risk Management from
outsourced external consultant to ascertain the adequacy of actions
taken to mitigate the risks; and

5. Summary of Activities of the Internal Audit Function


During the financial year ended 31 March 2015, the outsourced internal
audit function assisted the Committee in discharging its duties and
responsibilities by executing independent reviews to determine the
adequacy and effectiveness of the Groups internal control system. The
activities performed by the internal audit function include:
(i) conducted review of business processes in accordance with the
risk-based internal audit plan approved by the Committee, which
covered reviews of the internal control system, risk management
and follow up audits to address observations reported in preceding
internal audit visits;
(ii) reported the results of internal audit reviews and provided
recommendations for improvement to the Committee;

(ii) Reviewed the status reports on Enterprise Risk Management from the
Chairman of the Risk Management Committee.

(iii) followed up on the implementation of audit recommendations and


action plans agreed upon by the Management;

F. Other Matters

(iv) ascertained the extent of compliance with the Groups policies,


procedures and statutory requirements; and

(i) Reviewed and recommended to the Board, dividends to be declared


to the shareholders of the Company;
(ii) Reviewed the Circular to Shareholders in relation to the Proposed
Renewal of Shareholders Mandate for Recurrent Related Party
Transactions and Proposed New Shareholders Mandate for
Recurrent Related Party Transactions;
(iii) Reviewed the 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;
(iv) Reviewed the Corporate Governance Statement, Audit Committee
Report and Statement on Risk Management and Internal Control
prior to submission of the same to the Board for consideration and
inclusion in the Annual Report of the Company; and
(v) Reported to the Board on significant issues and concerns discussed
during the Audit Committees meetings together with applicable
recommendations. Minutes of the Audit Committees meetings were
tabled, discussed and noted by the Board.

(v) reviewed and recommended improvements to the existing system


of internal controls, risk management and corporate governance
processes.
The internal audits conducted during the financial year did not
reveal material weaknesses which would result in material losses,
contingencies or uncertainties that would require disclosure in this
Annual Report. The Internal Auditors are independent of the activities
they audit and perform with impartiality and due professional care.
Findings of the Internal Auditors are reported regularly to the Audit
Committee.
The costs incurred for the outsourced internal audit function in respect of
the financial year ended 31 March 2015 was RM94,847.

6. Statement on Share Issuance Scheme


There was no Share Issuance Scheme in place during the financial year
ended 31 March 2015.

annual report 2015

39

OLDTOWN BERHAD (797771-M)

nt &
e
m
e
g
a
n
a
M
k
s
Ri
Statement On
ol
r
t
n
o
C
l
a
n
r
e
t
In

Incorporated in Malaysia

Introduction

The key aspects of the risk management process are:

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. 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.

Business/Operations/Departmental Heads are accountable for all risks


assumed under their respective areas of responsibility. They undertake
to 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;

Boards Responsibility
The Board acknowledges its responsibility in maintaining a sound system
of risk management and internal control and affirms its commitment
for reviewing the adequacy and integrity of the system. The system
of risk management and internal control covers financial, operational,
environmental, governance and compliance control matters.
The Groups system is designed to manage, rather than eliminate, the
risks towards achieving the Groups business objectives. Accordingly,
it can only provide reasonable but not absolute assurance against the
occurrence of any material misstatement, fraud or loss.
The Board confirms that there is an on-going process for identifying,
evaluating and managing significant risks faced by the Group. The Board,
through its Audit Committee reviews the results of this process.

Managements Responsibility
Management is responsible for implementing the control systems and
processes to identify, evaluate, monitor and report on risks identified and
actions taken to mitigate and/or minimise the risks.

Risk Management Framework


The Board recognises that a sound risk management framework is
essential to ensure proper management of the risks that may impede the
achievement of the Groups objectives.
The Group has established an Enterprise Risk Management (ERM)
framework to identify, evaluate and manage the risks.
The key features of the ERM framework are as follows:
It outlines the ERM methodology on the identification of key business
risks through a structured approach and to determine if controls are in
place in mitigating the risks identified.
It establishes guidelines to enable the Management to prioritise the
risks and allocation of resources to manage the risks.
The Board is supported by the Risk Management Committee
(RMC), headed by the Group Managing Director in overseeing the
risk management efforts within the Group. The RMC comprises
Executive Directors and senior management and ensures that the risk
management and control framework is embedded into the culture,
processes and structures of the Group.

40

annual report 2015

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.

Key Internal Control Processes


The Board is committed to maintain a strong control structure whereby
internal control is embedded in the business processes for the Group
to pursue its objectives. The key features of the Groups Internal Control
System are:

1. Control Environment
i) Organisation Structure and Authorization Procedures
The Group maintains formal and structured lines of reporting that
includes clear definition of responsibilities and delegation of authority. It
sets out the roles and responsibilities, review and approval procedures
to enhance the internal control system of the Groups various operations.
Limits of authorities are imposed for revenue and capital expenditure for
all operating units to keep potential exposure under control. Capital and
revenue expenditure, acquisition and disposal of investment interests are
duly approved before they are carried out.

ii) Annual Budget


Budgetary control is applied to every company in the Group and actual
performance is closely monitored against budgets to identify significant
variances. Discussions are held between the Management and the
Departmental Heads to ensure the budgets are attainable and realistic.
A half yearly review of the annual budget is undertaken by Management
to identify and where appropriate, to address significant variances from
the budget.

iii) Active Involvement by Executive Directors


The Executive Directors are actively involved in the running of the
business and operations and they report to the Board on significant
changes in the business and external environment, which affect the
operations of the Group at large.

iv) External Certification


The effectiveness of the system of internal control is also reviewed
through the ISO 9001:2008 (Quality Management System), ISO
22000:2005 (Food Safety Management System), HACCP (Hazard
Analysis Critical Control Point) and GMP (Good Manufacturing Practice)
certifications. Regular review and periodic audits are conducted internally

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

as well as by external auditors from accredited certification bodies.


Results of these audits are reported to the Management.
The demanding control procedures and documentation requirements
of the certifications further strengthen the control environment and the
quality requirement of the Groups products.

v) Policies and Procedures


Operational policies and procedures form an integral part of the
internal control system to safeguard the Groups assets against
material losses. These include standard operating practices,
memorandum, manuals and handbooks which are updated, reviewed
and revised periodically to meet changing business and operational
requirements and statutory reporting needs.

vi) Trained Personnel

for Managements implementation and also conduct subsequent follow


up audit to check and ensure that the Management has dealt with the
recommendations satisfactorily.
During the financial year ended 31 March 2015, the outsourced external
consultants carried out audits in accordance with the risk-based internal
audit plan approved by the Audit Committee.
The results of the internal audit reviews and the recommendations for
improvement were deliberated during the Audit Committee meetings.
Minutes of the Audit Committee meetings which recorded the
deliberations were presented to the Board.
Based on the internal audit reviews conducted, none of the weaknesses
noted have resulted in any material losses, contingencies or uncertainties
that would require separate disclosure in this Annual Report.

Emphasis is placed on enhancing the quality and ability of employees


through a wide variety of training programs and workshops to enhance
their knowledge and expand the employees competency level in
executing daily jobs. Relevant trainings and courses are provided to
personnel across all functions to maintain a high level of competency
and capability.

3. Information and Communication

vii) Board Committees

4. Monitoring and Review

Board Committees such as Audit Committee, Nomination Committee


and Remuneration Committee are established with formal terms of
references clearly outlining their functions and duties delegated by
the Board. The Board Committees assist the Board to review the
effectiveness of the on-going monitoring processes on risk and control
matters for areas within their scope of work.

Scheduled operational and management meetings are held to discuss


and review the business plans, budgets, and financial and operational
performances of the Group. The Senior Management Team meets
regularly to review the reports, monitors the business development
and resolves key operational and management issues. The quarterly
financial statements containing key financial results and comparisons
are presented to the Audit Committee for review and recommendation to
the Board for its approval.

viii) Code of Conduct


A Code of Conduct is established for all directors and employees,
which outlines the acceptable business behaviour and conduct and to
provide guidance on how the directors and employees should behave
to demonstrate a culture of excellence while performing their duties.
The same is published in the website of the Company.

ix) Insurance
Sufficient insurance coverage on major assets is in place to ensure the
Groups assets are adequately covered against risks that can result
in material losses. The assets are insured at cost and it is reviewed
on yearly basis to ensure adequate insurance coverage to protect
the Group from potential loss. Besides, the Group also undertakes
other insurance coverage, namely product liability, contaminated
product liability and public liability to ensure the Group is adequately
covered against any potential claim arising from defective products or
negligence.

2. Internal Audit Function


The Groups internal audit function is carried out by outsourced external
consultants to assist the Audit Committee and Board in providing
independent assessment on the adequacy, efficiency and effectiveness
of the Groups internal control system.
On quarterly basis, the outsourced external consultants submit audit
reports, recommended corrective measures on risks identified (if any)

Information critical to the achievement of the Groups business objectives


are communicated through established reporting lines across the
Group. This is to ensure that matters that require the Board and Senior
Managements attention are highlighted for review, deliberation and
decision on a timely basis.

Review Of The Statement By External Auditors


Pursuant to Paragraph 15.23 of the MMLR of Bursa Securities, this
Statement has been reviewed by the External Auditors for inclusion in
this Annual Report of the Group for the year ended 31 March 2015.
Their review was performed in accordance with Recommended Practice
Guide 5 (Revised) issued by the Malaysian Institute of Accountants. The
External Auditors have reported to the Board that nothing has come
to their attention that causes them to believe that this Statement is
inconsistent with their understanding of the processes adopted by the
Board in reviewing the adequacy and integrity of the system of risk
management and internal control.

Conclusion
The Board has received assurance from the Group Managing Director
and the General Manager of Finance and Accounts that the Groups
risk management and internal control system, in all material aspects, is
operating adequately and effectively.
The Board is of the view that the Groups system of risk management
and internal control is adequate to safeguard shareholders investments
and the Groups assets. The processes as outlined in this Statement for
identifying, evaluating and managing risks have been in place for the
year under review and up to the date of approval of this Statement.
This Statement was approved by the Board on 13 July 2015.
annual report 2015

41

OLDTOWN BERHAD (797771-M)

ion
t
a
m
r
o
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In
e
c
n
a
pli
Additional Com

Incorporated in Malaysia

1. Utilisation of Proceeds

6. Non-Audit Fees

There were no proceeds raised from corporate proposals during the


financial year.

The amount of non-audit fees incurred for services rendered to the


Group for the financial year ended 31 March 2015 by the Companys
external auditors and their affiliates amounted to RM353,459.

2. Share Buy-Backs
During the financial year, the Company repurchased a total of
10,850,900 ordinary shares of its issued shares from the open market
of Bursa Malaysia Securities Berhad for a total consideration (including
transaction costs) of RM19,662,456. Details of the shares purchased
and retained as treasury shares during the financial year were as follows:
Month
2014

No of shares
purchased and
retained as
treasury shares

Lowest
price paid
per share
(RM)

Highest
price paid
per share
(RM)

Average
price paid
per share
(RM)

Total
consideration
paid*
(RM)

4,000

2.13

2.13

2.15

8,583

August

3,933,100

1.92

2.07

2.01

7,903,711

September

2,094,700

1.93

2.02

1.98

4,150,227

October

1,035,600

1.61

1.74

1.68

1,738,457

November

1,170,400

1.56

1.69

1.63

1,911,564

December

2,613,100

1.46

1.57

1.51

3,949,914

June

Total

10,850,900

19,662,456

*inclusive of transaction costs


During the financial year, all the shares purchased by the Company
were retained as treasury shares. As at 31 March 2015, the number of
treasury shares was 11,461,900.

3. Options, Warrants or Convertible Securities


No options, warrants or convertible securities have been issued by the
Company during the financial year under review.

There were no variances of 10% or more between the results for


the financial year ended 31 March 2015 and the unaudited results
previously announced. The Company did not make any release on the
profit estimates, forecasts or projections for the financial year ended 31
March 2015.

8. Profit Guarantees
The Company did not give any profit guarantee during the financial year
under review.

9. Material Contracts
No material contracts (not being contracts entered into in the ordinary
course of business) have been entered into by the Company and/or its
subsidiaries which involved Directors and/or substantial shareholders
interests, either still subsisting at the end of the financial year ended 31
March 2015 or, if not then subsisting, entered into since the end of the
previous financial year.

10. Recurrent Related Party Transactions of a Revenue or


Trading Nature (RRPT)
The Company had obtained shareholders mandate at the Annual
General Meeting (AGM) held on 10 September 2014 to allow the
Group to enter into RRPT with related parties. The existing mandate
has been in effect from 10 September 2014 until the conclusion of the
forthcoming AGM of the Company. The Company intends to seek the
approval of the shareholders for the renewal of the existing mandate at
the forthcoming AGM of the Company to be held on 10 September 2015.

4. Depository Receipt Programme

The transactions entered into were in the ordinary course of business


and were carried out on terms and conditions not materially different
from those obtainable from transactions with unrelated parties.

The Company did not sponsor any depository receipt programme during
the financial year under review.

The details of the RRPT conducted during the financial year ended 31
March 2015 pursuant to the shareholders mandate are as follows:

5. Imposition of Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company and
its subsidiaries, Directors or management by any relevant regulatory
bodies, which were material and made public during the financial year
ended 31 March 2015.

42

7. Variation in Results

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Name of Company

Related Parties and


Type of Recurrent Related
Party Transactions

Value of
Transaction
for FY2015 (RM)

Conneczone Sdn Bhd

Rental of outlet from Gourmet Corner


KL Sdn Bhd

41,800

Emperors Kitchen Sdn Bhd

Rental of office and factory from Old


Town International Sdn Bhd

495,000

Esquire Chef Sdn Bhd

Rental of factory from Lee Siew Heng

19,800

Lee Siew Heng^

Old Town Kopitiam


Butterworth Sdn Bhd

Rental of outlet from Noble Virtue


Sdn Bhd

53,240

Lee Siew Kong, Lee Teck Wai and Lee Siew Ming#

Old Town Kopitiam


Sdn Bhd

Rental of outlet from Myth Empire


Sdn Bhd

171,600

White Cafe Marketing


Sdn Bhd

Sale of food and beverages products


to OTK Logistics Sdn Bhd

13,807

Lim Ah Fah

Rental of warehouse from CN Supplies


Sdn Bhd

21,600

Lee Siew Heng^ and Chin Lai Cheng @ Angeline

Sub-rental of office from Old Town


International Sdn Bhd

15,000

Old Town International Sdn Bhd#, Lee Siew Heng^,


Goh Ching Mun^, Tan Say Yap*,Lee Siew Ming# and
Chin Lai Yoong

White Caf Sdn Bhd

Rental of office received from Gourmet


Corner KL Sdn Bhd

62,100

Lim Ah Fah

Gongga Food Sdn Bhd

Rental of hostel and office from AC


Montage Marketing Sdn Bhd

8,100

Rental of factory from Lee Siew Ming

19,440

Purchase of food and beverages


products from Natural Marketing
Sdn Bhd

92,780

Sub-rental of office and warehouse


from Old Town International Sdn Bhd

Interested Related Parties

Lim Ah Fah
Old Town International Sdn Bhd#, Lee Siew Heng^,
Goh Ching Mun^, Tan Say Yap*,Lee Siew Ming# and
Chin Lai Yoong

Chin Lai Yoong and Lee Siew Ming#

Chin Lai Yoong and Lee Siew Ming#


Lee Siew Ming#
Lim Ah Fah

564,000

Old Town International Sdn Bhd#, Lee Siew Heng^,


Goh Ching Mun^, Tan Say Yap*,Lee Siew Ming# and
Chin Lai Yoong

annual report 2015

43

OLDTOWN BERHAD (797771-M)

ion
t
a
m
r
o
f
In
e
c
n
a
pli
Additional Com

Incorporated in Malaysia

Name of Company

Related Parties and


Type of Recurrent Related
Party Transactions

Gongga Food Sdn Bhd

Sale of food and beverages product to:

annual report 2015

Interested Related Parties

OTK Northern Sdn Bhd

556,394

Goh Ching Mun^

OTK USJ Sdn Bhd

387,411

Lee Siew Fong and Koo Yai Peng

Carefree Avenue Sdn Bhd


Conneczone Puchong Sdn Bhd
OTK (MBH) Sdn Bhd
OTK Kopitiam (KLCC) Sdn Bhd

993,382
325,607
522,934
483,086

Lee Siew Ming#


Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming#

Acadian Gourmet KK Sdn Bhd

389,890

Lee Siew Ming# and Lim Ah Fah

Acadian Gourmet PB Sdn Bhd

552,581

Lee Siew Ming#

GC Alamanda Sdn Bhd

614,288

Lim Ah Fah

GC Bangsar Sdn Bhd

517,688

Lim Ah Fah(1)

GC Bangsar Two Sdn Bhd


GC Brickfields Sdn Bhd
GC Selayang Sdn Bhd
GC Shamelin Sdn Bhd
Gourmet Chef Kinrara Sdn Bhd
Gourmet Chef Sdn Bhd
Gourmet Corner Ipoh Sdn Bhd
Gourmet Corner KL Sdn Bhd
OTK Logistics Sdn Bhd

44

Value of
Transaction
for FY2015 (RM)

522,753
398,783
492,107
388,566
614,194
366,544
816,039
505,170
2,378,865

Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah

GC South City Sdn Bhd

426,726

Lim Ah Fah(1)

GC Kapar Sdn Bhd

459,674

Lim Ah Fah(2)

Gourmet Corner Sdn Bhd

752,565

Lim Ah Fah and Chin Lai Cheng@Angeline

OTK (Petaling Jaya) Sdn Bhd

535,000

Lim Ah Fah and Lee Teck Wai

GC Brinchang Sdn Bhd (formerly


known as OTK Ipoh Road Sdn Bhd)

301,101

Lim Ah Fah

OTK Megah Sdn Bhd


OTK Sunway Sdn Bhd

220,129
466,812

Lim Ah Fah and Lee Teck Wai


Lim Ah Fah and Lee Teck Wai

GC Bangi Sdn Bhd

564,690

Nurul Asyiqin Motimbin bt Abdullah and


Azmah Binti Abdul Aziz

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Name of Company

Related Parties and


Type of Recurrent Related
Party Transactions

Kopitiam Asia Pacific Sdn


Bhd

Rental of terraced house from Lim


Khim Lan

60,000

Lim Khim Lan

Purchase of uniform from Mayson


Trade (M) Sdn Bhd

59,747

Chin Lai Yoong

Sub-rental of office from Old Town


International Sdn Bhd

147,000

Payment of logistic and loading fees to


OTK Sarawak Sdn Bhd
Kopitiam Asia Pacific Sdn
Bhd

Value of
Transaction
for FY2015 (RM)

20,663

Interested Related Parties

Old Town International Sdn Bhd#, Lee Siew Heng^,


Goh Ching Mun^, Tan Say Yap*,Lee Siew Ming# and
Chin Lai Yoong
Lim Ah Fah(3)

Sale of furniture and utensils pursuant to the franchise arrangement in relation to


the operation of caf outlets to :
OTK Northern Sdn Bhd
OTK USJ Sdn Bhd

23,690
6,169

Carefree Avenue Sdn Bhd


Conneczone Puchong Sdn Bhd
OTK (MBH) Sdn Bhd
OTK Kopitiam (KLCC) Sdn Bhd
Acadian Gourmet PB Sdn Bhd

72,911
8,325
7,899
6,398
16,023

Acadian Gourmet KK Sdn Bhd

225,584

Goh Ching Mun^


Lee Siew Fong and Koo Yai Peng
Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming# and Lim Ah Fah

GC Alamanda Sdn Bhd

12,591

Lim Ah Fah

GC Bangsar Sdn Bhd

15,013

Lim Ah Fah(1)

GC Bangsar Two Sdn. Bhd.


GC Brickfields Sdn Bhd
GC Selayang Sdn Bhd
GC Shamelin Sdn Bhd
Gourmet Chef Kinrara Sdn Bhd
Gourmet Chef Sdn Bhd
Gourmet Corner Ipoh Sdn Bhd
Gourmet Corner KL Sdn Bhd
OTK Logistics Sdn Bhd

9,495
4,414
15,145
9,132
13,460
10,707
16,423
259,630
88,416

Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah

GC South City Sdn Bhd

11,148

Lim Ah Fah(1)

GC Kapar Sdn Bhd

11,801

Lim Ah Fah(2)

Gourmet Corner Sdn Bhd


OTK (Petaling Jaya) Sdn Bhd
GC Brinchang Sdn Bhd (formerly
known as OTK Ipoh Road Sdn Bhd)
OTK Megah Sdn Bhd
OTK Sunway Sdn Bhd
GC Bangi Sdn Bhd

478,056
11,272
491,994
3,588
9,931
20,112

Lim Ah Fah and Chin Lai Cheng@Angeline


Lim Ah Fah and Lee Teck Wai
Lim Ah Fah
Lim Ah Fah and Lee Teck Wai
Lim Ah Fah and Lee Teck Wai
Nurul Asyiqin Motimbin bt Abdullah and
Azmah Binti Abdul Aziz

annual report 2015

45

OLDTOWN BERHAD (797771-M)

ion
t
a
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r
o
f
In
e
c
n
a
pli
Additional Com

Incorporated in Malaysia

46

Name of Company

Related Parties and


Type of Recurrent Related
Party Transactions

Kopitiam Asia Pacific


Sdn Bhd

Advertising and promotion fees charged to :

annual report 2015

Value of
Transaction
for FY2015 (RM)

Interested Related Parties

OTK Northern Sdn Bhd

66,555

Goh Ching Mun^

OTK USJ Sdn Bhd

36,284

Lee Siew Fong and Koo Yai Peng

Carefree Avenue Sdn Bhd


Conneczone Puchong Sdn Bhd
OTK (MBH) Sdn Bhd
OTK Kopitiam (KLCC) Sdn Bhd

86,575
29,596
51,226
29,095

Lee Siew Ming#


Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming#

Acadian Gourmet KK Sdn Bhd

33,129

Lee Siew Ming# and Lim Ah Fah

Acadian Gourmet PB Sdn Bhd

44,579

Lee Siew Ming#

GC Alamanda Sdn Bhd

56,609

Lim Ah Fah

GC Bangsar Sdn Bhd

51,481

Lim Ah Fah(1)

GC Bangsar Two Sdn Bhd


GC Brickfields Sdn Bhd
GC Selayang Sdn Bhd
GC Shamelin Sdn Bhd
Gourmet Chef Kinrara Sdn Bhd
Gourmet Chef Sdn Bhd
Gourmet Corner Ipoh Sdn Bhd
Gourmet Corner KL Sdn Bhd

55,085
31,393
46,212
40,653
55,089
32,381
71,274
47,225

Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah

GC South City Sdn Bhd

38,885

Lim Ah Fah(1)

GC Kapar Sdn Bhd

39,909

Lim Ah Fah(2)

OTK Sarawak Sdn Bhd

24,796

Lim Ah Fah(3)

Gourmet Corner Sdn Bhd

63,240

Lim Ah Fah and Chin Lai Cheng@Angeline

OTK (Petaling Jaya) Sdn Bhd

50,212

Lim Ah Fah and Lee Teck Wai

GC Brinchang Sdn Bhd (formerly


known as OTK Ipoh Road Sdn Bhd)

33,294

Lim Ah Fah

OTK Megah Sdn Bhd


OTK Sunway Sdn Bhd

18,190
38,698

Lim Ah Fah and Lee Teck Wai


Lim Ah Fah and Lee Teck Wai

GC Bangi Sdn Bhd

44,149

Nurul Asyiqin Motimbin bt Abdullah and


Azmah Binti Abdul Aziz

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Name of Company

Related Parties and


Type of Recurrent Related
Party Transactions

Kopitiam Asia Pacific


Sdn Bhd

Payment of royalty fees pursuant to the franchise arrangement by :


OTK Northern Sdn Bhd

Value of
Transaction
for FY2015 (RM)

110,925

Interested Related Parties

Goh Ching Mun^

OTK USJ Sdn Bhd

60,474

Lee Siew Fong and Koo Yai Peng

Oldtown Asia Pacific Limited

12,767

Lee Siew Heng^

Carefree Avenue Sdn Bhd


Conneczone Puchong Sdn Bhd
OTK (MBH) Sdn Bhd
OTK Kopitiam (KLCC) Sdn Bhd

144,291
49,326
85,377
43,642

Lee Siew Ming#


Lee Siew Ming#
Lee Siew Ming#
Lee Siew Ming#

Acadian Gourmet KK Sdn Bhd

55,216

Lee Siew Ming# and Lim Ah Fah

Acadian Gourmet PB Sdn Bhd

74,298

Lee Siew Ming#

GC Alamanda Sdn Bhd

94,348

Lim Ah Fah

GC Bangsar Sdn Bhd

85,801

Lim Ah Fah(1)

GC Bangsar Two Sdn Bhd


GC Brickfields Sdn Bhd
GC Selayang Sdn Bhd
GC Shamelin Sdn Bhd
Gourmet Chef Kinrara Sdn Bhd
Gourmet Chef Sdn Bhd
Gourmet Corner Ipoh Sdn Bhd
Gourmet Corner KL Sdn Bhd

91,808
52,321
77,020
67,755
91,815
53,969
118,789
78,709

Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah
Lim Ah Fah

GC South City Sdn Bhd

64,808

Lim Ah Fah(1)

GC Kapar Sdn Bhd

66,514

Lim Ah Fah(2)

OTK Sarawak Sdn Bhd

41,326

Lim Ah Fah(3)

Gourmet Corner Sdn Bhd

105,400

Lim Ah Fah and Chin Lai Cheng@Angeline

OTK (Petaling Jaya) Sdn Bhd

83,687

Lim Ah Fah and Lee Teck Wai

GC Brinchang Sdn Bhd (formerly


known as OTK Ipoh Road Sdn Bhd)

55,489

Lim Ah Fah

OTK Megah Sdn Bhd


OTK Sunway Sdn Bhd

30,316
64,496

Lim Ah Fah and Lee Teck Wai


Lim Ah Fah and Lee Teck Wai

GC Bangi Sdn Bhd

73,581

Nurul Asyiqin Motimbin bt Abdullah and


Azmah Binti Abdul Aziz

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.

annual report 2015

47

OLDTOWN BERHAD (797771-M)

ion
t
a
m
r
o
f
In
e
c
n
a
pli
Additional Com

Incorporated in Malaysia

Notes:
Azmah Binti Abdul Aziz is a director and substantial shareholder GC
Bangi Sdn Bhd
Chin Lai Cheng @ Angeline is a substantial shareholder of Gourmet
Corner Sdn Bhd and a director and substantial shareholder of CN
Supplies Sdn Bhd
Chin Lai Yoong is a director and substantial shareholder of Myth
Empire Sdn Bhd (formerly known as Soonsen Enterprise Sdn Bhd)
and AC Montage Marketing Sdn Bhd.
Chin Lai Yoong is a substantial shareholder of Mayson Trade (M) Sdn
Bhd and Old Town International Sdn Bhd.
Goh Ching Mun^ is a director and substantial shareholder of OTK
Northern Sdn Bhd and Old Town International Sdn Bhd#.
Koo Yai Peng is a director and substantial shareholder of OTK USJ
Sdn Bhd.
Lee Siew Heng^ is a director and substantial shareholder of Oldtown
Asia Pacific Limited, CN Supplies Sdn Bhd and Old Town International
Sdn Bhd#.

Lim Ah Fah is a director and substantial shareholder of Gourmet


Corner KL Sdn Bhd, Natural Marketing Sdn Bhd, GC Alamanda
Sdn Bhd, GC Bangsar Sdn Bhd(1), GC Bangsar Two Sdn Bhd, GC
Brickfields Sdn Bhd, GC Kapar Sdn Bhd(2), GC Selayang Sdn Bhd, GC
Shamelin Sdn Bhd, GC South City Sdn Bhd(1), Gourmet Chef Kinrara
Sdn Bhd, Gourmet Chef Sdn Bhd, Gourmet Corner Ipoh Sdn Bhd and
Gourmet Corner Sdn Bhd, OTK Sarawak Sdn Bhd(3), OTK (Petaling
Jaya) Sdn Bhd, GC Brinchang Sdn Bhd (formely known as OTK Ipoh
Road Sdn Bhd), OTK Megah Sdn Bhd and OTK Sunway Sdn Bhd.
Lim Ah Fah is a substantial shareholder of OTK Logistics Sdn Bhd and
Acadian Gourmet KK Sdn Bhd.
Nurul Asyiqin Motimbin bt Abdullah is a director and substantial
shareholder of GC Bangi Sdn Bhd.
Old Town International Sdn Bhd#(OTI) is the holding company of
Oldtown Berhad. Mr Lee Siew Heng^ and Mr Goh Ching Mun^ are
directors and substantial shareholders of OTI. Chin Lai Yoong, Tan Say
Yap* and Lee Siew Ming# are substantial shareholders of OTI. Chuah
Seong Meng, a director of Oldtown Berhad is a shareholder of OTI.
Lee Siew Kong, Lee Teck Wai, Tan Say Cheong (brother of Tan Say
Yap) and Lim Ah Fah are shareholders of OTI.

Lee Siew Kong is director and substantial shareholder of Noble Virtue


Sdn Bhd.
Lee Siew Fong is a director and substantial shareholder of OTK USJ
Sdn Bhd.
Lee Siew Ming is a director and substantial shareholder of Noble
Virtue Sdn Bhd, Myth Empire Sdn Bhd, Carefree Avenue Sdn
Bhd,Conneczone Puchong Sdn Bhd, OTK (MBH) Sdn Bhd and OTK
Kopitiam (KLCC) Sdn Bhd.
Lee Siew Ming# is a shareholder of AC Montage Marketing Sdn Bhd.
Lee Siew Ming# is a substantial shareholder of Acadian Gourmet KK
Sdn Bhd, Acadian Gourmet PB Sdn Bhd and Old Town International
Sdn Bhd.
Lee Teck Wai is a director and substantial shareholder of Noble
Virtue Sdn Bhd, OTK (Petaling Jaya) Sdn Bhd, GC Brinchang Sdn Bhd
(formerly known as OTK Ipoh Road Sdn Bhd), OTK Megah Sdn Bhd
and OTK Sunway Sdn Bhd.

48

annual report 2015

Notes:
(1) Deemed interested by virtue of her substantial shareholding in
Gourmet Corner KL Sdn Bhd, pursuant to Section 6A of the Act.
(2) Deemed interested by virtue of her subtantial shareholding in
Gourmet Corner Ipoh Sdn Bhd, pursuant to Section 6A of the Act.
(3) Deemed interested by virtue of her substantial shareholdings in OTK
Logistics Sdn Bhd, the holding company of OTK Sarawak Sdn Bhd,
pursuant to Section 6A of the Act.

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

financial statements
50 Directors Report
54 Independent Auditors Report
56 Statements of Profit or Loss

& Other Comprehensive Income

58 Statements of Financial Position


60 Statements of Changes In Equity
62 Statements of Cash Flows
66 Notes to The Financial Statements
136
136

Statement by Directors

Declaration By The Officer


Primarily Responsible For
The Financial Management
Of The Company

OLDTOWN BERHAD (797771-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, 2015.

Principal Activities
The Company is principally involved in investment holding.
The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during the financial year.

Results of Operations
The results of operations of the Group and of the Company for the financial year are as follows:
The Group
RM

The Company
RM

49,080,034

44,494,787

Owners of the Company

47,493,775

44,494,787

Non-controlling interests

1,586,259

49,080,034

44,494,787

Profit for the year


Profit attributable to:

In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by
any item, transaction or event of a material and unusual nature.

Dividends
A final dividend declared in respect of the financial year ended March 31, 2014 under single tier tax system of 3.0 sen per share, amounting to
RM13,408,634 was paid on October 15, 2014.
An interim dividend in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,264,060 was declared
on February 26, 2015.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM13,264,060 in respect of the current financial year computed based on
the outstanding issued and paid-up capital, excluding treasury shares held by the Company of 11,461,900 ordinary shares of RM1.00 each as at March
31, 2015. This dividend is subject to approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included
as a liability in the financial statements. Upon approval by the shareholders, the dividend payment will be accounted for in equity as an appropriation of
retained earnings during the financial year ending March 31, 2016. The payment date and entitlement date of the final dividend will be determined at a
later date.

Reserves and Provisions


There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements.

Issue of Shares and Debentures


The Company has not issued any new shares or debentures during the financial year.

50

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Treasury Shares
During the financial year, the Company repurchased a total of 10,850,900 units of its own shares from the open market of Bursa Malaysia Securities Berhad
for a total cost of RM19,662,456 which has been deducted from equity. The average price paid for the shares repurchased during the year was RM1.81 per
share. The repurchase transactions were financed by internally generated funds. The shares repurchased are being held as Treasury Shares in accordance
with the requirements of Section 67A of the Companies Act, 1965.
The mandate given by the shareholders will expire at the forthcoming Annual General Meeting (AGM) and an ordinary resolution will be tabled at the AGM
for shareholders to grant a fresh mandate for another year.

Share Options
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As of the end of
the financial year, there were no unissued shares of the Company under options.

Other Statutory Information


Before the statements of profit or loss and other comprehensive income and the statements of financial position of the Group and of the Company were
made out, the directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and had
satisfied themselves that all known bad debts had been written off and that adequate allowances had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their
estimated realisable values.
At the date of this report, the directors are not aware of any circumstances which would render:
(a) the amount written off as bad debts and the allowance made for doubtful debts in the financial statements of the Group and of the Company
inadequate to any substantial extent;
(b) the values attributed to current assets in the financial statements of the Group and of the Company misleading;
(c) the adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate;
(d) any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year and secures the liability of any other
person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the
financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations
as and when they fall due.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial
year and the date of this report which is likely to affect substantially the results of operations of the Group and of the Company for the financial year in
which this report is made.

annual report 2015

51

OLDTOWN BERHAD (797771-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
Mr. Mark Wing Kong (resigned on November 3, 2014)
In accordance with Article 84 of the Companys Articles of Association, Mr. Tan Chon Ing @ Tan Chong Ling, Mr. Chuah Seong Meng and Mr. Clarence
DSilva A/L Leon DSilva retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

Directors Interests
The shareholdings in the Company and in the holding company of those who were directors at the end of the financial year, as recorded in the Register of
Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
Shares in the Company

Number of ordinary shares of RM1 each

Registered in the name of directors


Datuk Dr. Ahmed Tasir bin Lope Pihie,
PJN, PMP, JSM, FASc
Mr. Lee Siew Heng

25,000
6,250,000

Mr. Clarence DSilva A/L Leon DSilva

125,000

Mr. Goh Ching Mun

375,000

Mr. Tan Say Yap

465,937

Indirect interest by virtue of shares held by a


company in which the directors have interests
Mr. Lee Siew Heng

197,258,500

Mr. Goh Ching Mun

197,258,500

Shares in the holding company,


Old Town International Sdn. Bhd.

52

Mr. Lee Siew Heng

681,054

Mr. Chuah Seong Meng

73,684

Mr. Goh Ching Mun

968,422

Mr. Tan Say Yap

263,160

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

There was no movement in the directors shareholdings during the financial year.
By virtue of their interest in the shares of the Company and of the holding company, Mr. Lee Siew Heng and Mr. Goh Ching Mun are also deemed to have
an interest in the shares of the subsidiaries to the extent that the Company and the holding company have an interest.
Mr. Tan Chon Ing @ Tan Chong Ling, Dato Wong Guang Seng and Mr. Chuah Seong Meng did not hold shares in the Company during the financial year.
Under the Companys Articles of Association, the directors are not required to hold any shares in the Company.

Directors Benefits
Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit (other than the
benefit included in the aggregate amount of emoluments received or due and receivable by directors as disclosed in the financial statements or the fixed
salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of
which he is a member, or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by
virtue of the transactions between the Company and certain companies in which certain directors of the Company are also directors and/or shareholders
or have substantial financial interests as disclosed in Note 25 to the financial statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company might
acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Holding Company
The Company is a subsidiary of Old Town International Sdn. Bhd., a company incorporated in Malaysia and the directors regard it as the ultimate
holding company.

Auditors
The auditors, Messrs. Deloitte, have indicated their willingness to continue in office.

Signed on behalf of the Board


in accordance with a resolution of the Directors,

DATUK DR. AHMED TASIR BIN LOPE PIHIE,


PJN, PMP, JSM, FASc

MR. LEE SIEW HENG


July 13, 2015

annual report 2015

53

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

independent auditors report


to the members of OLDTOWN BERHAD
(Incorporated in Malaysia)

Report on The Financial Statements


We have audited the financial statements of Oldtown Berhad, which comprise the statements of financial position of the Group and of the Company as of
March 31, 2015 and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of
the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out
on pages 56 to 134.

Directors Responsibility for The Financial Statements


The directors of the Company are responsible for the preparation of these financial statements so as to give a true and fair view in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The
directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.

Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved
standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected
depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditors consider internal control relevant to the entitys preparation of financial statements that give a
true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of March 31, 2015 and of
their financial performance and cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

Report on Other Legal and Regulatory Requirements


In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that:
(a) in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries of which we
have acted as auditors, have been properly kept in accordance with the provisions of the Act;
(b) we have considered the accounts and auditors reports of the subsidiaries, of which we have not acted as auditors, which are indicated in Note 17 to
the financial statements;
(c) we are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company are in form and
content appropriate and proper for the purposes of the preparation of the financial statements of the Group, and we have received satisfactory
information and explanations as required by us for those purposes; and
(d) the auditors reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174 (3)
of the Act.

54

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Other Reporting Responsibilities


The supplementary information set out in Note 43 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the
financial statements. The directors are responsible for the preparation of the supplementary information 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 (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our
opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia
Securities Berhad.

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

LIM KENG PEO


Partner - 2939/01/16(J)
Chartered Accountant
July 13, 2015

annual report 2015

55

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

statements of profit or loss &


other comprehensive income
for the year ended march 31, 2015

The Group
2015
RM

2014
RM
As restated

2015
RM

2014
RM

Note
Revenue

397,740,131

390,194,008

59,865,140

77,134,054

Investment revenue

1,498,060

1,578,460

444,676

337,523

Other gains and losses

3,273,465

639,786

1,378,120

211,971

Other operating income

3,676,349

3,726,399

1,398,817

4,067,367

(102,454,240)

(100,177,769)

(68,283,541)

(70,890,411)

10

(3,126,672)

(3,184,617)

(313,420)

(307,632)

(57,481,940)

(54,121,240)

(125,022)

(113,896)

Depreciation of property, plant and equipment

14

(15,181,192)

(15,928,327)

(153,963)

(153,172)

Amortisation of prepaid lease payments

15

(175,678)

(184,743)

Amortisation of intangible assets

21

(3,529,319)

(3,529,319)

Impairment loss on investment in a subsidiaries

17

(15,771,203)

Impairment loss on goodwill

20

(3,500,000)

Share of losses of associates

18

(144,548)

(157,055)

Finance costs

11

(1,080,900)

(1,556,523)

(325)

(215)

(88,463,602)

(84,107,623)

(829,216)

(808,349)

64,165,190

66,368,393

44,494,787

76,300,284

(15,085,156)

(16,038,755)

49,080,034

50,329,638

44,494,787

76,300,284

Changes in inventories of finished goods and trading,


merchandise, work-in-progress, food, beverages and
consumables
Raw materials and consumables used
Purchase of trading merchandise, food, beverages and
consumables
Directors remuneration
Employee benefits expenses

Other operating expenses


Profit before tax
Tax expenses
PROFIT FOR THE YEAR

56

The Company

annual report 2015

12

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

The Group

The Company

2015
RM

2014
RM
As restated

2015
RM

2014
RM

Changes in fair value of available-for-sale financial assets

3,045,875

(31,582)

1,533,870

253,765

Reclassification adjustments relating to available-for-sale


financial assets disposed of during the year

(2,179,593)

417,441

(1,370,468)

(260,308)

Exchange differences on translating foreign subsidiaries

2,205,383

1,382,671

52,151,699

52,098,168

44,658,189

76,293,741

Owners of the Company

47,493,775

48,938,252

44,494,787

76,300,284

Non-controlling interests

1,586,259

1,391,386

49,080,034

50,329,638

44,494,787

76,300,284

Owners of the Company

50,114,558

50,405,249

44,658,189

76,293,741

Non-controlling interests

2,037,141

1,692,919

52,151,699

52,098,168

44,658,189

76,293,741

0.11

0.11

Note
Other comprehensive income/(loss):
Items that may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets:

TOTAL COMPREHENSIVE INCOME


FOR THE YEAR
Profit attributable to:

Total comprehensive income attributable to:

Earnings per share


Basic and diluted (RM per share)

13

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

annual report 2015

57

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

statements of financial position


as of march 31, 2015

Assets
Note

31.3.2015
RM

The Group
31.3.2014
RM
As restated

1.4.2013
RM
As restated

The Company
31.3.2014
RM
As restated

31.3.2015
RM

1.4.2013
RM
As restated

Non-current assets
Property, plant and equipment

14

108,742,092

105,634,478

102,396,819

1,149,673

1,885,819

1,930,665

Prepaid lease payments

15

13,397,059

13,572,737

13,757,480

Investment properties

16

2,400,000

3,890,000

2,040,000

12,469,200

Investments in subsidiaries

17

310,465,821

289,752,921

289,552,121

Investments in associates

18

1,320,593

1,505,141

1,706,196

1,101,002

1,101,002

1,101,002

Other investments

19

1,057,567

1,086,567

46,628,062

15,447,383

Goodwill on consolidation

20

20,211,995

23,711,995

23,711,995

Intangible assets

21

29,868,805

33,398,124

19,136,699

Deferred tax assets

22

1,185,000

963,000

1,280,000

Amount owing by associates

25

323,970

178,507,081

183,762,042

210,657,251

325,185,696

292,739,742

308,031,171

Total non-current assets


Current assets

58

Inventories

23

30,134,033

22,465,954

14,227,762

Trade and other receivables

24

61,681,422

45,823,843

48,782,856

203,605

226,591

173,668

Amount owing by subsidiaries

25

90,128,000

133,841,597

64,911,665

Amount owing by associates

25

2,885,801

1,562,022

1,349,508

40,000

44,000

Other investments

19

27,136,955

10,062,000

10,399,358

10,312,054

10,062,000

5,016,770

Current tax assets

12

1,787,289

4,059,601

1,105,598

6,465

9,774

10,951

Cash and cash equivalents

26

134,980,772

156,338,686

101,521,342

44,403,234

35,272,423

39,374,812

Total current assets

258,606,272

240,312,106

177,386,424

145,093,358

179,456,385

109,487,866

Total assets

437,113,353

424,074,148

388,043,675

470,279,054

472,196,127

417,519,037

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Equity And
Liabilities
Note

31.3.2015
RM

The Group
31.3.2014
RM
As restated

1.4.2013
RM
As restated

31.3.2015
RM

The Company
31.3.2014
RM
As restated

Issued capital

27(a)

453,597,242

453,597,242

363,000,000

453,597,242

453,597,242

363,000,000

Treasury shares

27(b)

(21,148,964)

(1,486,508)

(21,148,964)

(1,486,508)

Reserves

28

(213,996,025)

(216,616,808)

(178,083,805)

4,205,540

4,042,138

44,048,681

Retained earnings

29

114,617,214

93,796,133

119,934,410

20,120,599

2,298,506

1,074,751

333,069,467

329,290,059

304,850,605

456,774,417

458,451,378

408,123,432

3,793,314

5,041,736

2,192,022

336,862,781

334,331,795

307,042,627

456,774,417

458,451,378

408,123,432

1.4.2013
RM
As restated

Capital and reserves

Equity attributable to
owners of the Company
Non-controlling interests

30

Net equity
Non-current liabilities
Hire-purchase payables

31

62,315

269,368

837,040

Borrowings

32

15,721,728

20,102,210

25,287,874

Deferred income

33

2,381,956

1,930,393

2,060,600

Deferred capital grant

34

16,628

Deferred tax liabilities

22

5,633,076

5,770,731

2,069,412

23,799,075

28,072,702

30,271,554

Total non-current liabilities


Current liabilities
Trade and other payables

35

64,063,095

49,844,402

40,044,852

7,583,142

7,826,994

206,709

Amount owing to ultimate


holding company

25

6,068,859

6,072,479

87,936

5,917,755

5,917,755

Amount owing to subsidiaries

25

9,188,896

Hire-purchase payables

31

135,893

545,735

648,266

Borrowings

32

3,580,621

3,379,905

7,767,923

Deferred income

33

1,483,977

1,332,001

1,496,427

3,740

Deferred capital grant

34

16,629

24,180

Current tax liabilities

12

1,119,052

478,500

659,910

76,451,497

61,669,651

50,729,494

13,504,637

13,744,749

9,395,605

Total liabilities

100,250,572

89,742,353

81,001,048

13,504,637

13,744,749

9,395,605

Total equity and liabilities

437,113,353

424,074,148

388,043,675

470,279,054

472,196,127

417,519,037

Total current liabilities

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

annual report 2015

59

60

annual report 2015

27(b)

Buy-back of ordinary shares

453,597,242

27(b)

(21,148,964)

(19,662,456)

(1,486,508)

(1,486,508)

Treasury
Shares
RM

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

Balance as of March 31, 2015

Buy-back of ordinary shares

Total comprehensive
income for the year

36

Other comprehensive
income for the year

Payment of dividends

Profit for the year

Balance as of March 31, 2014

453,597,242

90,597,242

27(a)

Payment of dividends

Bonus issue

Total comprehensive
income for the year

Other comprehensive
income for the year

36

30

Arising from disposal of


interest in a subsidiary

Profit for the period

363,000,000

30

Note

Issued
Capital
RM

Arising from acquisition


of subsidiaries

Balance as of April 1, 2013

The Group

3,553,644 (222,653,894)

3,553,644 (222,653,894)

(40,000,000)

43,553,644 (222,653,894)

Share
Premium
RM

Reserve
Arising From
Restructuring
RM

2,822,484

1,754,501

1,754,501

1,067,983

1,081,138

1,081,138

(13,155)

Foreign
Currency
Translation
Reserve
RM

Non-distributable Reserves

2,281,741

866,282

866,282

1,415,459

385,859

385,859

1,029,600

Investment
Revaluation
Reserve
RM

114,617,214

(26,672,694)

47,493,775

47,493,775

93,796,133

(50,597,242)

(24,479,287)

48,938,252

48,938,252

119,934,410

Distributable
Reserve Retained
Earnings
RM

333,069,467

(19,662,456)

(26,672,694)

50,114,558

2,620,783

47,493,775

329,290,059

(1,486,508)

(24,479,287)

50,405,249

1,466,997

48,938,252

304,850,605

Attributable
to Owners
of the
Company
RM

3,793,314

(3,285,563)

2,037,141

450,882

1,586,259

5,041,736

(747,710)

1,692,919

301,533

1,391,386

(1,952,704)

3,857,209

2,192,022

Noncontrolling
Interests
RM

336,862,781

(19,662,456)

(29,958,257)

52,151,699

3,071,665

49,080,034

334,331,795

(1,486,508)

(25,226,997)

52,098,168

1,768,530

50,329,638

(1,952,704)

3,857,209

307,042,627

Total
Equity
RM

OLDTOWN BERHAD (797771-M)

Incorporated in Malaysia

statements of changes in equity


for the year ended march 31, 2015

453,597,242

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

Balance as of March 31, 2015

Payment of dividends

27(b)

Total comprehensive
income for the year

Buy-back of ordinary shares

Other comprehensive
income for the year

36

453,597,242

Profit for the year

Balance as of March 31, 2014

27(b)

Buy-back of ordinary shares

90,597,242

Payment of dividends

27(a)

Total comprehensive
income/(loss) for the year

Bonus issue

Other comprehensive
loss for the year

363,000,000
-

36

Note

Issued
Capital
RM

Profit for the year

Balance as of April 1, 2013

The Company

(21,148,964)

(19,662,456)

(1,486,508)

(1,486,508)

Treasury
Shares
RM

3,553,644

3,553,644

(40,000,000)

43,553,644

Share
Premium
RM

651,896

163,402

163,402

488,494

(6,543)

(6,543)

495,037

Investment
Revaluation
Reserve
RM

Non-distributable Reserves

20,120,599

(26,672,694)

44,494,787

44,494,787

2,298,506

(50,597,242)

(24,479,287)

76,300,284

76,300,284

1,074,751

Distributable
Reserve Retained
Earnings
RM

456,774,417

(19,662,456)

(26,672,694)

44,658,189

163,402

44,494,787

458,451,378

(1,486,508)

(24,479,287)

76,293,741

(6,543)

76,300,284

408,123,432

Total
Equity
RM

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

annual report 2015

61

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

statements of cash flows


for the year ended march 31, 2015

Cash Flows From/(Used In)


Operating Activities

The Group
2015
RM

2014
RM
As restated

49,080,034

50,329,638

Depreciation of property, plant and equipment

15,181,192

15,928,327

Tax expenses recognised in profit or loss

Note
Profit for the year
Adjustments for:

15,085,156

16,038,755

Amortisation of intangible assets

3,529,319

3,529,319

Impairment loss on goodwill

3,500,000

Changes in fair values of available-for-sale financial


assets classified as cash and cash equivalents

1,826,350

1,123,305

Finance costs

1,080,900

1,556,523

Changes in fair values of forward contracts

1,025,900

Property, plant and equipment written off

882,497

343,726

Changes in fair values of investment properties

350,000

(523,220)

Bad debts written off

348,642

76,181

Amortisation of prepaid lease payments

175,678

184,743

Share of losses of associates

144,548

157,055

6,000

(81,367)

Cumulative (gain)/loss reclassified from equity on


disposal of available-for-sale financial assets

(2,179,593)

417,441

Investment revenue recognised in profit or loss

(1,498,060)

(1,578,460)

Loss/(Gain) on disposal of available-for-sale financial assets

(Gain)/Loss on disposal of property, plant and equipment

(911,849)

1,188

Unrealised gain on foreign exchange

(349,584)

(351,595)

Dividend income

(45,307)

(15,000)

Gain on disposal of unquoted investment

(40,555)

Amortisation of deferred capital grant

(16,629)

(24,179)

20,682

87,174,639

87,133,062

(7,378,327)

(5,536,126)

Trade and other receivables

(11,087,833)

9,030,443

Amount owing by associates

(1,103,240)

(158,829)

9,561,312

(5,767,792)

592,789

(298,217)

77,759,340

84,402,541

1,873,421

627,700

(14,363,634)

(16,360,605)

(54,000)

65,215,127

68,669,636

Inventories written off


Movements in working capital:
(Increase)/Decrease in:
Inventories

Increase/(Decrease) in:
Trade and other payables
Deferred income
Cash Generated From Operations
Income tax refunded
Income tax paid
Real Property Gains Tax paid
Net Cash From Operating Activities

62

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Cash Flows From/(Used In)


Investing Activities

The Group
2015
RM

2014
RM
As restated

10,414,000

59,541,551

Proceeds from disposal of property, plant and equipment

1,862,631

110,070

Interest income received

1,345,526

1,448,687

152,534

129,773

Dividend income received

85,307

59,000

Proceeds from disposal of unquoted investment

69,555

Withdrawal of fixed deposits

12,631

1,770,325

(26,275,430)

(14,736,218)

(11,552,936)

(17,365,805)

Purchase of investment property

(4,969,200)

(680,000)

Advance payment for acquisition of plant and machinery

(2,684,209)

Note
Proceeds from disposal of other investments

Rental income received

Purchase of other investments


Purchase of property, plant and equipment

38(a)

(429,947)

Acquisition of subsidiary

(16,335,721)

Acquisition of additional shares in a subsidiary from non-controlling interests

(1,952,704)

(31,969,538)

11,988,958

62,200

2,311,983

Dividends paid to owners of the Company

(26,998,221)

(10,889,700)

Buy-back of shares

(19,662,456)

(1,486,508)

Repayment of term loans

(4,763,398)

(13,263,408)

Dividends paid to non-controlling interests

(3,381,226)

Finance costs paid

(1,080,900)

(1,556,523)

(616,895)

(670,203)

(3,620)

66,788

Net Cash Used In Financing Activities

(56,444,516)

(25,487,571)

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

(23,198,927)

55,171,023

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

155,549,880

98,962,211

1,853,644

1,416,646

134,204,597

155,549,880

Loan to associate

Net Cash (Used In)/From Investing Activities


Cash Flows From/(Used In)
Financing Activities
Proceeds from term loans

Repayment of hire-purchase payables


(Repayment to)/Advances from ultimate holding company

Currency translation differences


CASH AND CASH EQUIVALENTS AT END OF YEAR

38(b)

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

annual report 2015

63

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

statements of cash flows


for the year ended march 31, 2015

Cash Flows From/(Used In)


Operating Activities

The Company
2015
RM

2014
RM
As restated

44,494,787

76,300,284

15,771,203

Changes in fair values of available-for-sale financial


assets classified as cash and cash equivalents

863,816

395,610

Depreciation of property, plant and equipment

153,963

153,172

Loss on disposal of available-for-sale financial assets

6,000

48,337

Property, plant and equipment written off

1,091

1,091

Loss on disposal of property, plant and equipment

375

Finance cost

325

215

(59,865,140)

(77,134,054)

(1,370,468)

(260,308)

(444,676)

(337,523)

(388,724)

(833,176)

22,986

(52,923)

20,525

(62,370)

3,740

(341,473)

(948,469)

60,937,845

26,150,046

Income tax refunded

3,774

4,335

Income tax paid

(465)

(3,158)

60,599,681

25,202,754

Note
Profit for the year
Adjustments for:
Impairment loss on investments in subsidiaries

Dividend income
Cumulative gain reclassified from equity on disposal of
available-for-sale financial assets
Investment revenue recognised in profit or loss
Movements in working capital:
Decrease/(Increase) in:
Trade and other receivables
Increase/(Decrease) in:
Trade and other payables
Deferred income
Cash Used In Operations
Dividend received

Net Cash From Operating Activities

64

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Cash Flows From/(Used In)


Investing Activities

The Company
2015
RM

2014
RM
As restated

Repayment from/(Advances granted to) subsidiaries - net

42,497,738

(27,178,820)

Proceeds from disposal of other investments

10,414,000

20,211,971

Interest income received

424,073

337,523

Rental income received

20,603

100

Investments in subsidiaries

(35,540,900)

(200,800)

Purchase of investment property

(12,469,200)

(10,000,000)

(10,000,000)

(154,282)

(98,594)

(4,807,868)

(16,928,720)

Dividends paid

(26,998,221)

(10,889,700)

Buy-back of shares

(19,662,456)

(1,486,508)

Note

Proceeds from disposal of property, plant and equipment

Purchase of other investments


Purchase of property, plant and equipment

38(a)

Net Cash Used In Investing Activities


Cash Flows Used In
Financing Activities

Finance cost paid


Net Cash Used In Financing Activities
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR

38(b)

(325)

(215)

(46,661,002)

(12,376,423)

9,130,811

(4,102,389)

35,272,423

39,374,812

44,403,234

35,272,423

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

annual report 2015

65

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


1. General Information
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of Bursa Malaysia Securities Berhad.
The Company is principally involved in investment holding.
The principal activities of the subsidiaries are disclosed in Note 17.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during the financial year.
The registered office of the Company is located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 2, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan.
The financial statements of the Group and of the Company were authorised for issue by the Board of Directors in accordance with a resolution of the directors
on July 13, 2015.

2. Basis of Preparation of The Financial Statements


The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (MFRSs),
International Financial Reporting Standards (IFRSs) and the provisions of the Companies Act, 1965 in Malaysia.

(a) Application of new and revised MFRSs which have an impact on the amounts reported and/or disclosures in the
financial statements
In the current year, the Group and the Company have applied a number of amendments to MFRSs and a new Interpretation issued by the Malaysian
Accounting Standards Board (MASB) that are mandatorily effective for an accounting period that begins on or after January 1, 2014.
The adoption of new and revised MFRSs has had no material impact on the disclosures or on the amounts recognised in the financial statements,
except as follows:

Amendments to MFRS 136 Recoverable Amount Disclosures for Non-Financial Assets


The Group and the Company have applied the amendments to MFRS 136 Recoverable Amount Disclosures for Non-Financial Assets for the first time in
the current year. The amendments to MFRS 136 remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to which
goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the
related CGU. Furthermore, the amendments introduce additional disclosure requirements which is applicable when the recoverable amount of an asset or
a CGU is measured at fair value less costs of disposal. These new disclosures include the fair value hierarchy, key assumptions and valuation techniques
used which are in line with the disclosures required by MFRS 13 Fair Value Measurements.
The application of these amendments has had no material impact on the amounts recognised in these financial statements.

(b) Standards and IC Interpretations (IC Int.) in issue but not yet effective
The Group and the Company have not elected for early adoption of the relevant new and revised MFRSs and IC Int. and amendments to MFRSs and IC Int. which
have been issued but not yet effective until future periods, at the date of authorisation for issue of these financial statements. The directors anticipate that the
adoption of these Standards and IC Int. when they become effective will have no material impact on the financial statements of the Group and of the Company in
the period of initial application, except as discussed below:

66

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

MFRS 9

Financial Instruments (IFRS 9 issued by IASB in July 2014) 5

MFRS 15

Revenue from Contracts with Customers 4

Amendments to MFRS 10, MFRS 12 and MFRS 128

Investment Entities: Applying the Consolidation Exception 3

Amendments to MFRS 10 and MFRS 128

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 3

Amendments to MFRS 11

Accounting for Acquisitions of Interests in Joint Operations 3

Amendments to MFRS 101

Disclosure Initiative 3

Amendments to MFRS 116 and MFRS 138

Clarification of Acceptable Methods of Depreciation and Amortisation 3

Amendments to MFRS 116 and MFRS 141

Agriculture: Bearer Plants 3

Amendments to MFRS 119

Defined Benefit Plans: Employee Contributions 1

Amendments to MFRS 127

Equity Method in Separate Financial Statements 3

Amendments to MFRSs

Annual Improvements to MFRSs 2010 - 2012 Cycle 2

Amendments to MFRSs

Annual Improvements to MFRSs 2011 - 2013 Cycle 1

Amendments to MFRSs

Annual Improvements to MFRSs 2012 - 2014 Cycle 3

Effective for annual periods beginning on or after July 1, 2014, with earlier application permitted.

Effective for annual periods beginning on or after July 1, 2014, with limited exceptions. Earlier application is permitted.

Effective for annual periods beginning on or after January 1, 2016, with earlier application permitted.

Effective for annual periods beginning on or after January 1, 2017, with earlier application permitted.

Effective for annual periods beginning on or after January 1, 2018, with earlier application permitted.

MFRS 15 Revenue from Contracts with Customers


MFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. MFRS 15 will
supersede the current revenue recognition guidance including MFRS 118 Revenue, MFRS 111 Construction Contracts and the related Interpretations
when it becomes effective.
The core principle of MFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a
5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Under MFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when control of the goods or services underlying
the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in MFRS 15 to deal with specific
scenarios. Furthermore, extensive disclosures are required by MFRS 15.
The directors of the Group and of the Company anticipate that the application of MFRS 15 in the future may have an impact on the amounts reported and
disclosures made in these financial statements. However, it is not practicable to provide a reasonable estimate of the effect of MFRS 15 until the Group
and the Company complete a detailed review.

annual report 2015

67

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


Amendments to MFRS 101 Disclosure Initiative
The amendments to MFRS 101 aim at clarifying MFRS 101 to address perceived impediments to preparers exercising their judgment in presenting
their financial reports. The amendments make the following changes:
they clarify that information should not be obscured by aggregating or by providing immaterial information, materiality considerations apply to all
parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply.
they introduce a clarification that the list of line items to be presented in the statement of financial position and the statement of profit or loss and
other comprehensive income can be disaggregated and aggregated as relevant and additional guidance has been added on the presentation of
subtotals in these statements and clarify that an entitys share of other comprehensive income of equity-accounted associates and joint ventures
should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss.
they add additional examples of possible ways of ordering the notes to clarify that understandability and comparability should be considered when
determining the order of the notes and removed guidance and examples with regard to the identification of significant accounting policies that were
perceived as being potentially unhelpful.
The directors of the Group and of the Company do not anticipate that the application of these amendments to MFRS 101 will have a material impact on
the amounts recognised on these financial statements as these amendments deal with the presentation of financial statements.

Annual Improvements to MFRSs 2010-2012 Cycle


The Annual Improvements to MFRSs 2010-2012 Cycle contains a number of amendments to various MFRSs, which includes the following:
The amendments to the basis for conclusions of MFRS 13 clarify that the issue of MFRS 13 and consequential amendments to MFRS 139 and MFRS
9 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if
the effect of discounting is immaterial. As the amendments do not contain any effective date, they are considered to be immediately effective.
The amendments to MFRS 124 clarify that a management entity providing key management personnel services to a reporting entity is a related party of
the reporting entity. Consequently, the reporting entity should disclose as related party transactions the amounts incurred for the service paid or payable
to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not
required of the reporting entity.

Annual Improvements to MFRSs 2011-2013 Cycle


The Annual Improvements to MFRSs 2011-2013 Cycle contains a number of amendments to various MFRSs, which includes the following:
The amendments to MFRS 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of financial assets and financial
liabilities on a net basis includes all contracts that are within the scope of, and accounted for in accordance with, MFRS 139 or MFRS 9, even if those
contracts do not meet the definitions of financial assets and financial liabilities within MFRS 132.

3. Significant Accounting Policies


Basis of Accounting
The financial statements of the Group and of the Company have been prepared on historical cost basis except for certain non-current assets and financial
instruments that are measured at fair values or at amortised costs at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value
of an asset or a liability, the Group and the Company take into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these
consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of MFRS 2,
leasing transactions that are within the scope of MFRS 117, and measurements that have some similarities to fair value but are not fair value, such as net
realisable value in MFRS 102 or value in use in MFRS 136.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair
value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

68

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

The principal accounting policies are set out below:

Subsidiaries and Basis of Consolidation


The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries.
Control is achieved where the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.
The Company reassessed whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three
elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give
it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing
whether or not the Companys voting rights in an investee are sufficient to give it power, including:
the size of the Companys holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the
time that decisions need to be made, including voting patterns at previous shareholders meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and
other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total
comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Groups accounting
policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full
on consolidation.

Changes in the Groups ownership interest in existing subsidiaries


Changes in the Groups ownership interests in subsidiaries that do not result in the Group losing control are accounted for as equity transactions. The
carrying amounts of the Groups interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.
Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of
the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill),
and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that
subsidiary are accounted for as if the Group had directly disposed of the relevant assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or
transferred to another category of equity as specified/permitted by applicable MFRSs). The fair value of any investment retained in the former subsidiary
at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under MFRS 139 Financial Instruments:
Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or joint venture.

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.

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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.

Business Combinations Involving Common Control Entities


A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or
businesses are ultimately controlled by the same party or parties, both before and after the business combination, and that control is not transitory.
The consolidated financial statements incorporate the financial statements items of the combining entities in which the common control combination occurs
as if they had been combined from the date when the combining entities first came under the control of the controlling parties.
The cost of investment in the holdings book is recorded at the nominal value of shares acquired. A single uniform set of accounting policies is adopted
by the combined entity. Therefore, the net assets of the combining entities are combined using the existing book values from the controlling parties
perspective. No amount is recognised in respect of goodwill or excess of acquirers interest in the net fair value of acquirees identifiable assets, liabilities
and contingent liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling parties interest.
The consolidated statement of comprehensive income includes the results of each of the combining entities from the earliest date presented or since
the date when the combining entities first came under the common control, where this is a shorter period, regardless of the date of the common control
combination. Expenditure incurred in connection with the restructuring is recognised as an expense in profit or loss.
The effects of all transactions between the combining entities or businesses, whether occurring before or after the combination, are eliminated in preparing
the combined financial statements of the combined entity.
The debit differences arising between the cost of acquisition and the nominal value of share capital of the subsidiaries are reflected within equity as reserve
arising from restructuring.

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Associates
An associate is a non-subsidiary in which the Group and the Company hold not less than 20% of the equity voting rights as long-term investment and in
which the Group and the Company is in a position to exercise significant influence in its management.
The investments in associates of the Group for the financial year ended March 31, 2015 are accounted for under the equity method of accounting based
on the audited financial statements of the associated company made up to December 31, 2014 and appropriate adjustments have been made for the
effects of significant transactions between that date and March 31, 2015. Under this method of accounting, the interest in the post-acquisition profits and
reserves of the associates of the Group is included in the consolidated results while dividend received is reflected as a reduction of the investment in the
consolidated statement of financial position.
Unrealised profits and losses arising on transactions between the Group and its associates are eliminated to the extent of the equity interest of the Group in
the associated company except where unrealised losses provide evidence of an impairment of the asset transferred.

Goodwill/Negative Goodwill
Goodwill arising on an acquisition of a business is carried at cost less any accumulated impairment losses, if any.
Goodwill is not amortised. Instead, it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might
be impaired.
For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units (or groups of cash-generating units) that is
expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in
subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Any excess of the Groups interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over costs of acquisition
(previously known as negative goodwill), after reassessed, is recognised immediately to profit or loss.

Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates, trade
discounts and other similar allowances.

Sale of food and beverages and service charge received


Sale of food and beverages and service charge received are recognised when food and beverages are served, net of service tax.

Sale of goods
Revenue from sale of goods is recognised when the following conditions are satisfied:
the Group has transferred to the customer the significant risks and rewards of ownership of the goods;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Dividend income
Dividend income from quoted and unquoted investments is recognised when the shareholders right to receive payment has been established (provided that
it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).

Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably.
Interest income is accrued on a time apportion basis, by reference to the principal outstanding and at the interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition.

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Rental income
Rental income is accrued on a time apportion basis, by reference to the agreements entered. Rental income from investment properties is recognised on a
straight-line basis over the term of the relevant lease.

Franchise, advertising and promotion, rights and royalty fees


Franchise, advertising and promotion, rights and royalty fees are recognised on an accrual basis (provided that it is probable that the economic benefits
will flow to the Group and the amount of revenue can be measured reliably). Franchise fees are recognised on a straight-line basis over the period of the
relevant agreement.

Fees for opening of outlets and relocation


Income from opening of outlets and relocation is recognised on a straight-line basis by reference to the terms of the agreements entered.

Income from accounting services, initial training fees, management fees and support fees
Income from rendering of accounting services, initial training fees, management fees and support fees are recognised as and when services are provided.

Licence fees
Licence fees are recognised as revenue on a straight-line basis over the length of the licensing contract.

Foreign Currencies
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates
(its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in
Ringgit Malaysia (RM), which is the functional currency of the Company, and also the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency of the entity (foreign currencies)
are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
exchange differences arising on the retranslation of non-monetary items carried at fair value in respect of which gains and losses are recognised in other
comprehensive income. For such non-monetary items, the exchange component of that gain or loss is also recognised in other comprehensive income;
and
exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur
(therefore, forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from
equity to profit or loss on repayment of the monetary items.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the foreign incorporated subsidiaries of the Group are
translated in RM using exchange rates prevailing at the end of the reporting period, unless exchange rates fluctuated significantly during that period, in
which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive
income and accumulated in reserve (attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Groups entire interest in a foreign operation, or a disposal involving loss of control over a
subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant
influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the
Group are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of
accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals
(i.e. of associates or of jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the
accumulated exchange differences is reclassified to profit or loss.
Goodwill and fair value adjustments on identifiable assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in
other comprehensive income and accumulated in reserve.

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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

2015
RM

2014
RM

Singapore Dollar

2.6923

2.5903

Hong Kong Dollar

0.4776

0.4210

Chinese Renminbi

0.5974

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial
period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Government Grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the
grants will be received.
Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as
deferred revenue in the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the
related assets.
Other government grants are recognised as revenue over the periods necessary to match them with the costs for which they are intended to compensate,
on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving
immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.

Finance Lease
Assets held under finance leases are initially recognised as assets of the Group at their fair values at the inception of the lease or, if lower, at the
present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance
lease obligation.
Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in
which case they are capitalised in accordance with the Group general policy on borrowing costs.

Operating Lease
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are
recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of
incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed.

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notes to the financial statements


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.

Defined contribution plan


The Group and the Company are required by law to make monthly contributions to statutory defined contribution plan for all its eligible employees based
on certain prescribed rates of the employees salaries. The Groups and the Companys contributions to statutory defined contribution plan are recognised
as an expense when employees have rendered service entitling them to the contributions and are disclosed separately. The employees contributions to
statutory defined contribution plan are included in salaries and wages. Once the contributions have been paid, the Group and the Company have no further
payment obligations.

Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.

Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss because of items of income or
expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability of the Group and of the
Company for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of reporting period.

Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are generally recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilised.
The tax effects of unutilised reinvestment allowances are only recognised upon actual realisation.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised,
based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting period. The measurement of deferred tax
liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the end of the reporting
period, to recover or settle the carrying amount of their assets and liabilities.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the
carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted
when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits
embodied in the investment property over time, rather than through sale. The directors of the Group and of the Company reviewed the Groups and the
Companys investment property portfolio and concluded that none of the Groups and of the Companys investment properties are held under a business
model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through
sale. Therefore, the directors have determined that the sale presumption set out in the amendments to MFRS 112 is not rebutted. As a result, the Group
and the Company have recognised deferred taxes on changes in fair values of investment properties based on the expected tax rate that would apply on
disposal of the investment properties.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle its current tax assets and liabilities on a net
basis.

Current and Deferred Tax for The Period


Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or
loss (whether in other comprehensive income or directly in equity), in which case the current and deferred tax is also recognised in other comprehensive
income or directly in equity respectively.

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Property, Plant and Equipment


Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
The directors are unable to segregate the cost of the long-term leasehold land, which has a remaining lease period of 77 years, from the cost of long-term
leasehold land and buildings. As such, the long-term leasehold land and buildings are amortised based on depreciation rate of 2% per annum. The directors
do not consider the impact on the financial statements to be material.
Freehold land and capital work-in-progress are stated at cost and are not depreciated.
Depreciation is recognised so as to write off the cost of assets, less their residual values over their estimated useful lives, using the straight-line method.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
Annual depreciation rates used to depreciate property, plant and equipment, over their estimated remaining useful lives are as follows:
Buildings

2%

Apartments, factory and shop-office buildings


Plant, machinery and equipment

2%
5% to 20%

Motor vehicles

10% to 20%

Factory equipment, signboard and electrical fittings

10% to 20%

Air-conditioners, computers, furniture, fittings and office equipment

10% to 20%

Renovation

10% to 20%

Assets held under hire-purchase arrangements are depreciated over their expected useful lives on the same basis as owned assets. However, when there
is no recoverable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their
useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use
of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the
sale proceeds and the carrying amount of the asset and is recognised in profit or loss.

Property, Plant and Equipment Under Hire-Purchase Arrangements


Assets acquired under hire-purchase arrangements which transfer substantially all of the risks and rewards incident to ownership of the assets are
capitalised under property, plant and equipment. The assets and the corresponding hire-purchase obligations are recorded at their fair values or, if lower, at
the present value of the minimum lease payment of the assets under hire-purchase at the inception of the respective arrangements.
Finance costs, which represent the difference between the total hire-purchase commitments and the fair values of the assets acquired, are charged to
profit or loss over the term of the relevant hire-purchase period so as to give a constant periodic rate of charge on the remaining balance of the obligations
for each accounting period.

Prepaid Lease Payments


Leasehold land that normally has an indefinite economic life and where title is not expected to pass to the lessee by the end of the lease period is treated
as an operating lease. The payment made on entering into or acquiring a leasehold interest is accounted for as prepaid lease payments at the end of the
reporting period. In the case of a lease of land and buildings, the prepaid lease payments are allocated whenever necessary, between the land element and
building element of the lease at the inception of the lease in proportion to their relative fair value.
Prepaid lease payments on leasehold land are stated at cost less accumulated amortisation and accumulated impairment losses, if any.
Leasehold land is amortised on a straight-line basis over the remaining lease terms ranging from 43 to 97 years.

Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at its cost, including
transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Fair value is arrived by reference to market evidence
of transaction prices for similar properties. Gain or loss arising from changes in the fair values of investment properties is included in profit or loss in the
period in which they arise.
Investment properties are derecognised upon disposal or when the investment properties are permanently withdrawn from use and no future economic
benefits are expected from the disposal. Any gain or loss arising on derecognition of the properties (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) are included in profit or loss in the period in which the properties are derecognised.
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notes to the financial statements


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 useful economic lives, which are
reviewed at the end of each reporting period. The fair value attributable to intangible assets acquired through a business combination is determined by
discounting the expected future cash flows to be generated from that assets at the risks adjusted weighted average cost of capital of the Group. The
residual values of intangible assets are assumed to be Nil.
The estimated useful economic lives of intangible assets are as follows:
Distribution network 15 years
Supplier exclusive right 10 years
The following are the main categories of intangible assets:

Distribution Network
Distribution network relates to relationship established by the subsidiary with the customers.

Supplier Exclusive Right


Supplier exclusive right represents right for sale of goods to a chain of outlets.
At the end of each reporting period, the Group assesses whether there is any indication of impairment. If such indication exists, an analysis is performed
to assess whether the carrying amount of the asset is fully recoverable. An impairment loss is provided for if the carrying amount exceeds the recoverable
amount.

Impairment of Assets excluding Goodwill and Intangible Assets


At the end of each reporting period, the Group and the Company review the carrying amounts of their assets (other than goodwill, intangible assets,
investment properties, other investments, inventories and financial assets, which are dealt with in their respective policies) to determine if there is any
indication that those assets may be impaired. If any such indication exists, the assets recoverable amount is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group and the Company estimate
the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for
which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset
for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cashgenerating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, so that the increased carrying amount would not exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined principally on the First-in, First-out method.
Costs of trading merchandise, raw materials, packing materials, food, beverages, consumables, spare parts and goods-in-transit comprise the original
purchase price plus cost incurred in bringing the inventories to their present location and condition. The costs of finished goods and work-in-progress
comprise the cost of raw materials, direct labour and an appropriate proportion of production overheads. Net realisable value represents the estimated
selling price less estimated costs of completion and costs to be incurred in marketing, selling and distribution.

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Provisions
Provisions are recognised when the Group and the Company have a present obligations (legal or constructive) as a result of past event, it is probable that
the Group and the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Financial Instruments
Financial assets and financial liabilities are recognised in the statements of financial position when the Group and the Company become a party to the
contractual provisions of the financial instrument.
Financial instruments are initially measured at fair value, plus transaction costs, except for those financial assets and financial liabilities classified as fair
value through profit or loss (FVTPL), which are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue
of the financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of financial
assets or financial liabilities at FVTPL are recognised immediately in profit or loss.

Effective Interest Method


The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees and points paid
or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the
financial asset or financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Income and expense is recognised on an effective interest basis for debt instruments other than those financial assets or financial liabilities classified as at
FVTPL.

Financial assets
Financial assets are classified into the following specified categories: financial assets at FVTPL, held-to-maturity investments, available-for-sale (AFS)
financial assets and loan and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of
initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases
or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace. Financial assets of the Group and of the Company are classified into FVTPL, AFS financial assets and loans and receivables.

(i) Financial Assets at FVTPL


Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is designated as at FVTPL.
A financial asset is classified as held for trading if:
it has been acquired principally for the purpose of selling it in the near term; or
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of
short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair
value basis, in accordance with the Groups documented risk management or investment strategy, and information about the grouping is provided
internally on that basis; or
it forms part of a contract containing one or more embedded derivatives, and MFRS 139 Financial Instruments: Recognition and Measurement
permits the entire combined contract (asset or liability) to be designated as at FVTPL.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss
recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the other gains and losses line item
in the statement of profit or loss and other comprehensive income.

annual report 2015

77

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


(ii) Available-For-Sale (AFS) Financial Assets
AFS financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity
investments or financial assets at FVTPL. All AFS financial assets are measured at fair value at the end of the reporting period. Gains and losses arising
from changes in fair value are recognised in other comprehensive income and accumulated in the investment revaluation reserve, with the exception
of impairment losses, interest calculated using the effective interest method, and foreign exchange gains and losses on monetary assets, which are
recognised in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in
the investment revaluation reserve is reclassified to profit or loss.
AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives
that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment losses at
the end of the reporting period.
Dividends on AFS equity instruments are recognised in profit or loss when the Groups and the Companys rights to receive the dividends are established.

(iii) Loans and Receivables


Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and
receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the
effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

(iv) Impairment of Financial Assets


Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are
considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been affected.
For equity investments classified as AFS, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective
evidence of impairment.
For all other financial assets, objective evidence of impairment could include:
significant financial difficulty of the issuer or counterparty; or
breach of contract, such as default or delinquency in interest or principal payments; or
it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
the disappearance of an active market for that financial asset because of financial difficulties.
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed
for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Groups past experience of
collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in
national or local economic conditions that correlate with default on receivables.
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the assets carrying amount and
the present value of estimated future cash flows, discounted at the financial assets original effective interest rate.
For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the assets carrying amount and
the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will
not be reversed in subsequent periods.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables,
where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off
against the allowance account. Subsequent recoveries of amounts previously written off are debited against the allowance account. Changes in the
carrying amount of the allowance account are recognised in profit or loss.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in investment revaluation reserve are
reclassified to profit or loss in the period.
Impairment losses of AFS financial asset previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent
to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investment revaluation reserve.
For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or
loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would
have been had the impairment not been recognised.

78

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

(v) Derecognition of Financial Assets


The Group and the Company derecognise a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group and the Company neither transfer
nor retain substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group and the Company recognise
their retained interest in the asset and an associated liability for amounts it may have to pay. If the Group and the Company retain substantially all
the risks and rewards of ownership of a transferred financial asset, the Group and the Company continue to recognise the financial asset and also
recognise a collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the assets carrying amount and the sum of the consideration received and
receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit
or loss.

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.

(ii) Equity Instruments


An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities.
Equity instruments issued by the Group and the Company are recorded at the proceeds received, net of direct issue costs.
Repurchase of the Companys own equity instruments is recognised as treasury shares at the cost of repurchase, and including directly attributable
costs and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Companys own
equity instruments.

(iii) Financial Liabilities


Financial liabilities of the Group are classified as either financial liabilities at FVTPL or other financial liabilities categories while financial liabilities of
the Company are classified into other financial liabilities category.

(iv) Financial Liabilities at FVTPL


Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
it has been acquired principally for the purpose of repurchasing it in the near term; or
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of
short-term profit-taking; or
It is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on
a fair value basis, in accordance with the Groups documented risk management or investment strategy, and information about the grouping is
provided internally on that basis; or
it forms part of a contract containing one or more embedded derivatives, and MFRS 139 Financial Instruments: Recognition and Measurement
permits the entire combined contract (asset or liability) to be designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or
loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the other gains and losses line item in the
statement of profit or loss and other comprehensive income.

(v) Other Financial Liabilities


Other financial liabilities are initially measured at fair value, net of transaction costs, and subsequently measured at amortised cost, using the effective
interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or
(where appropriate) a shorter period, to the net carrying amount on initial recognition.
annual report 2015

79

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


(vi) Derecognition of Financial Liabilities
The Group and the Company derecognise financial liabilities when, and only when, the Groups and the Companys obligations are discharged,
cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid or payable is
recognised in profit or loss.

Derivative Financial Instruments


The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risk.
Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at the
end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a
hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset; a derivative with a negative fair value is recognised as a financial liability. A
derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not
expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

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.

Statements of Cash Flows


The Group and the Company adopt the indirect method in the preparation of the statements of cash flows.
Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date of acquisition and are readily convertible to
cash with insignificant risks of changes in value.

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty


(a) Critical Judgement Made in Applying Accounting Policies
In the process of applying the accounting policies of the Group and of the Company, the directors are of the opinion that there are no instances of
application of judgement which are expected to have a significant effect on the amounts recognised in the financial statements.
In the application of the accounting policies of the Group and of the Company, which are described in Note 3, management is required to make
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and
future periods.

(b) Key Sources of Estimation Uncertainty


The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant
risk of causing a material adjustment to the carrying amounts of assets in the next financial year are discussed below:

(i) Impairment of Goodwill


The Group tests goodwill for impairment annually in accordance with its accounting policy. More regular reviews are performed if events indicate
that this is necessary.
For the purpose of assessing impairment, goodwill is allocated to cash-generating units that are expected to benefit from the synergies of the
business combination in which the goodwill arose.
Significant judgement is required in the estimation of the present value of future cash flows generated by the cash-generating units, which involve
uncertainties and are significantly affected by assumptions used and judgement made regarding estimates of future cash flows and discount rates.
Key assumptions used in determining the recoverable amount of cash generating unit based on value-in-use calculations are disclosed in Note 20.
Changes in assumptions could significantly affect the results of the tests for impairment of goodwill of the Group.

80

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

(ii) Impairment of Investments in Subsidiaries


The Company holds unquoted shares in subsidiaries that are not traded in an active market. The Company used pre-tax cash flow projections based
on one-year financial budget approved by the directors and a financial forecast covering the subsequent four to nine years period. The terminal value
is calculated based on the projected cash flow of the CGUs at the end of the fifth year with a constant growth rate. The cash flow projections were
discounted at a pre-tax discount rate ranging from 12.2% to 15.5% (2014: 14.0% to 18.0%) per annum.

(iii) Impairment of Property, Plant and Equipment and Intangible Assets


The carrying amounts of property, plant and equipment of the Group and of the Company as of March 31, 2015 were RM108,742,092
(2014: RM105,634,478) and RM1,149,673 (2014: RM1,885,819) respectively and the carrying amount of intangible assets of the Group was
RM29,868,805 (2014: RM33,398,124).
For the purpose of the impairment review of the outlets property, plant and equipment, each individual outlet will be considered as a single cashgenerating unit. Each individual outlets discounted cash flow will be compared against the carrying amount of the property, plant and equipment for
each individual outlet.
Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its value-in-use. The value-in-use is the net
present value of the projected future cash flow derived from that asset discounted at an appropriate discount rate. Projected future cash flows
are based on the Groups and the Companys estimates calculated based on historical, sector and industry trends, general market and economic
conditions, changes in technology and other available information. Management of the Group and of the Company have carried out an impairment
review on their property, plant and equipment and concluded that there is no indication of impairment.
Acquisitions may result in supplier exclusive right and distribution network being recognised. These are valued using discounted cash flow methods
which require the application of certain key judgements and estimates to be made in respect of discount rate and future cash flows.
The Group tested intangible asset for impairment in accordance with its accounting policy.

(iv) Estimated Useful Lives of Property, Plant and Equipment and Intangible Assets
The Group and the Company regularly review the estimated useful lives of property, plant and equipment at the end of each reporting period based
on factors such as business plan and strategies, expected level of usage and future technological developments. Future results of operations could be
materially affected by changes in these estimates brought about by changes in the factors mentioned above. A reduction in the estimated useful lives of
property, plant and equipment would increase the recorded depreciation and decrease the value of property, plant and equipment.
The Group reviews its intangible assets with finite useful lives at the end of each reporting date. The estimated useful economic lives reflect the
managements estimates of the periods that the Group intends to derive future economic benefits from the use of these intangible assets.

(v) Recoverability of Receivables


The carrying amounts of third-party trade and other receivables of the Group and of the Company as of March 31, 2015 were RM46,794,434
(2014: RM34,894,994) and RM57,537 (2014: Nil) respectively.
An allowance is established when there is objective evidence that the Group and the Company will not be able to collect all amounts due according
to the original terms of receivables. This is determined based on the ageing profile and collection patterns.

(vi) Obsolete Inventories


The Group writes off inventories based on an assessment of the recoverability of the inventories through sales and recycling for alternative uses.
Write off is applied to inventories where events or changes in circumstances indicate that the costs may not be recoverable.
The identification of obsolete inventories requires use of judgement and estimates.
Where the expectation is different from the original estimate, such difference will impact the carrying value of the inventories and inventories written
off/(back) in the period in which such estimate has been changed.

5. Segment Reporting
The segment reporting is presented on the same basis as information reported to the chief operating decision maker for the purposes of allocating
resources to the segment and assessing its performance. It is focused on the operations of the Group by business segment as disclosed below.

Business Segment
The Groups operations can be segmented into three (3) business segments as follows:
a) Operation of cafe chain;
b) Manufacturing of beverages; and
c) Others.
Inter-segment sales are charged at cost plus a percentage of profit mark-up.
annual report 2015

81

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

The Group 2015

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)

Total external sales

217,059,003

180,635,821

45,307

397,740,131

25,955,545

38,525,831

(588,798)

63,892,578

Revenue

Results
Segment results

(1,080,900)

Finance costs
Share of losses of associates

(144,548)

Investment revenue

1,498,060
64,165,190

Profit before tax

(15,085,156)

Tax expenses

49,080,034

Profit for the year


Other information
12,957,055

5,775,171

153,963

18,886,189

3,500,000

3,500,000

Operation of
cafe chain
RM

Manufacturing
of beverages
RM

Others
RM

Total
RM

316,904,756

255,286,956

78,855,378

651,047,090

Inter-company sales

(101,823,085)

(80,174,619)

(78,855,378)

(260,853,082)

Total external sales

215,081,671

175,112,337

390,194,008

31,205,586

36,537,176

(1,239,251)

66,503,511

Depreciation and amortisation


Impairment loss on goodwill
The Group 2014

Revenue
Total revenue

Results
Segment results

(1,556,523)

Finance costs
Share of losses of associates

(157,055)

Investment revenue

1,578,460
66,368,393

Profit before tax

(16,038,755)

Tax expenses

50,329,638

Profit for the year


Other information
Depreciation and amortisation

82

annual report 2015

13,899,630

5,589,587

153,172

19,642,389

OLDTOWN BERHAD (797771-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 continuing operations from external customers by geographical area are detailed below:
Revenue from
external customers
2015
RM

2014
RM

274,275,831

270,688,349

Other Asian countries

69,310,520

72,629,052

South East Asia

44,439,312

37,528,232

9,714,468

9,348,375

397,740,131

390,194,008

Malaysia

Others

Revenue of approximately RM50,935,000 (2014: RM39,720,000) which contributed more than 10% (2014: 10%) of the total revenue of the Group is
derived from one (1) external customer (2014: one (1) external customer) under manufacturing of beverages segment in Malaysia during the financial year.
Segment assets, segment liabilities and capital additions by segment were not disclosed as they were not regularly provided to the chief operating decision
maker for their day-to-day operation decision making.

6. Revenue
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

367,171,236

362,308,920

Royalty, advertising and promotion fees

16,758,584

17,222,321

Service charge received

10,646,458

8,022,358

1,583,006

1,370,299

Rights fees

650,000

650,000

Initial training fees

378,000

293,836

Fees for opening of outlets

271,561

224,587

Relocation fees

91,993

20,000

Licence fees

80,387

50,157

Dividend income

45,307

15,000

58,921,937

77,134,054

Support fees

36,000

Management fees

15,885

16,530

Accounting services

11,714

943,203

397,740,131

390,194,008

59,865,140

77,134,054

Sale of goods

Franchise fees

Deemed distribution arising from waiver of


inter-company debts

annual report 2015

83

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


7. Investment Revenue
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

1,296,023

1,341,181

424,073

337,523

45,139

92,966

4,364

14,540

152,534

129,773

20,603

1,498,060

1,578,460

444,676

337,523

2015
RM

2014
RM

2015
RM

2014
RM

2,179,593

(417,441)

1,370,468

260,308

1,125,515

77,995

349,584

351,595

911,849

(1,188)

(375)

40,555

Other investments

(6,000)

81,367

(6,000)

(48,337)

Cash equivalents

31,640

59

14,027

16,629

24,179

(1,025,900)

(350,000)

523,220

3,273,465

639,786

1,378,120

211,971

Investment revenue earned on loans and receivables


(including cash and cash equivalents) :
Interest income from :
Short-term investment funds
Fixed deposits
Current account
Investment revenue earned on non-financial asset :
Property rental income

8. Other Gains and Losses


The Group

Cumulative gain/(loss) reclassified from equity


on disposal of available-for-sale financial assets

The Company

Gain on foreign exchange:


Realised
Unrealised
Gain/(Loss) on disposal of property, plant and equipment
Gain on disposal of unquoted investment
Gain/(Loss) on disposal of available-for-sale financial assets:

Amortisation of deferred capital grant


Changes in fair values of forward contracts
Changes in fair values of investment properties (Note 16)

84

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

9. Other Operating Income/(Expenses) and Employee Benefits Expenses


Included in other operating income/(expenses) and employee benefits expenses are the following:
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

Properties

400,771

741,281

Machinery

1,300

33

(20,262,249)

(18,886,040)

(4,800)

(8,800)

(209,143)

(217,801)

Equipment

(93,524)

(89,137)

Motor vehicles

(21,600)

(21,600)

(17,476)

(882,497)

(343,726)

(1,091)

(1,091)

(473,000)

(457,000)

(60,000)

(54,000)

1,000

(147,761)

(135,025)

(16,000)

(26,000)

(16,000)

(26,000)

(3,000)

(3,000)

(3,000)

(3,000)

Bad debts written off

(348,642)

(76,181)

Inventories written off

(20,682)

Rental income:

Bad debt recovered


Rental of:
Premises
Server

Others
Property, plant and equipment written off
Audit fees:
Statutory audit:
- auditors of the Company:
- current year
- prior year
- other auditors
Non-statutory audit:
- current year
- prior year

Included in employee benefits expenses of the Group and of the Company are contributions made to EPF of RM3,568,049 (2014: RM3,401,105) and
RM11,904 (2014: RM10,740) respectively.

annual report 2015

85

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


10. Directors Remuneration
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

78,000

83,100

78,000

83,100

2,549,370

2,603,500

107,366

104,621

178,500

153,000

178,500

153,000

49,000

63,000

49,000

63,000

7,920

8,532

7,920

8,532

156,516

168,864

3,126,672

3,184,617

313,420

307,632

Executive directors:
Salaries, bonuses, incentives and allowances:
The Company
Subsidiaries
Fees - subsidiaries
Non-executive directors of the Company:
Fees
Allowances
Contributions to EPF:
Executive directors:
The Company
Subsidiaries

The estimated monetary value of benefits-in-kind received and receivable by the directors otherwise than in cash from the Group and from the Company
amounted to RM133,484 (2014: RM118,927) and RM23,950 (2014: RM23,950) respectively.
Directors remuneration including benefits-in-kind paid or payable by the Company and its subsidiaries to the directors of the Company for the current
financial year are broadly categorised into the following bands:
Range Of Remuneration

86

Number of directors
Executive
directors

Non-executive
directors

RM50,001 to RM100,000

RM200,001 to RM250,000

RM550,001 to RM600,000

RM900,001 to RM950,000

RM1,000,001 to RM1,050,000

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

11. Finance Costs


The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

890,750

1,270,119

Hire-purchase

33,516

67,350

Trust receipts

62,523

156,634

156,531

325

215

1,080,900

1,556,523

325

215

Interest on:
Term loans

Bank charges and commissions

12. Tax Expenses


The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

- Malaysia

(13,645,610)

(10,573,350)

- Foreign

(1,262,447)

(1,195,692)

(14,908,057)

(11,769,042)

(492,108)

(256,119)

(15,400,165)

(12,025,161)

(251,189)

(4,109,594)

Adjustments recognised in the current year in relation to the


deferred tax of prior years

620,198

96,000

(Note 22)

369,009

(4,013,594)

Real Property Gains Tax

(54,000)

(15,085,156)

(16,038,755)

Income tax expense comprises:


Current tax expense in respect of current year:

Adjustments recognised in the current year in relation to the


income tax of prior years

Deferred tax (expense)/ income relating to origination and


reversal of temporary differences

Total tax expenses

The Groups and the Companys income tax rate remained at 25% for the years of assessment 2015 and 2014 except for its foreign subsidiaries.
Taxation for other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions.
The Real Property Gains Tax (RPGT) has been revised to 30% for disposal within the first three years, 20% in the fourth year, 15% in the fifth year and
5% from sixth year onwards, on gains from the disposal of real property effective January 1, 2014. The Finance (No. 2) Act 2014, which was gazetted
on December 30, 2014, enacts the reduction of the corporate income tax rate from 25% to 24% with effect from year of assessment 2016. Following
these, the applicable tax rates to be used for the measurement of any applicable deferred tax will be the abovementioned expected rates.

annual report 2015

87

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


The tax expenses for the year can be reconciled to profit before tax as follows:
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

64,165,190

66,368,393

44,494,787

76,300,284

(16,041,000)

(16,592,000)

(11,124,000)

(19,075,000)

Reinvestment allowances utilised

2,166,000

2,508,000

Income that is not taxable in determining taxable profit

1,044,300

463,863

15,417,000

19,368,000

719,000

321,000

(3,829,067)

(3,149,360)

(4,141,000)

(207,000)

(162,000)

(90,000)

(152,000)

(86,000)

(6,000)

53,197

Effect of difference in tax rates of subsidiaries


operating in foreign jurisdictions

731,521

606,664

Reduction in the opening balance of deferred tax liability


resulting from reduction in tax rate from 25% to 24%

218,000

Income tax

(492,108)

(256,119)

Deferred tax

620,198

96,000

Real Property Gains Tax

(54,000)

(15,085,156)

(16,038,755)

Profit before tax


Tax expense calculated using the Malaysian statutory income
tax rate of 25% (2014: 25%)
Tax effects of:

Expenses allowed for double tax deductions


Expenses that are not deductible in determining
taxable profit
Loss not available for offset against future taxable profit
Unabsorbed tax capital allowance not recognised as deferred
tax asset
Corporate tax rebate

Adjustments recognised in the current year in relation to the


taxes of prior years:

Tax expenses recognised in profit or loss

88

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Current Tax Assets And Liabilities

The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

1,787,289

4,059,601

6,465

9,774

1,119,052

478,500

Current tax assets:


Tax refund receivables
Current tax liabilities:
Income tax payables

13. Earnings Per Share


The basic and diluted earnings per share are calculated as follows:
Basic And Diluted

Profit for the year attributable to owners of the Company (RM)


Number of ordinary shares in issue as of April 1
Effects of: Shares repurchased
Weighted average number of ordinary shares in issue
Basic and diluted earnings per ordinary share (RM)

The Group
2015

2014

47,493,775

48,938,252

452,986,242

453,597,242

(5,227,890)

(209,819)

447,758,352

453,387,423

0.11

0.11

annual report 2015

89

90

annual report 2015

Discount

Discount

10,843,036

815,000

815,000

(385,000)

1,200,000

Freehold
land
RM

# The discount was received from suppliers for assets purchased in 2013.
* The discount was received from suppliers for assets purchased in 2014.

As of March 31, 2015

Translation reserve

1,736,390

Write off

Reclassification

6,109,200

2,997,446

Disposals

Transfer from investment properties (Note 16)

Additions

As of March 31, 2014

Translation reserve

(288,198)

Write off

Transfer to investment properties (Note 16)

Disposals

(776,000)

Additions

Reclassification

4,061,644

Leasehold land
and buildings
and
apartments
RM

Acquisition of subsidiary

As of April 1, 2013

Cost

The Group

14. Property, Plant and Equipment

50,201,105

776,000

49,425,105

894,200

4,736,176

43,794,729

Apartments,
factory and
shop-office
buildings
RM

32,164,559

(251,074)

(34,100)

6,170,212

26,279,521

12,336,293

(1,750)

2,307,001

11,637,977

Plant,
machinery
and
equipment
RM

8,983,479

27,755

(1,655,898)

620,790

9,990,832

14,164

(150,852)

1,356,027

191,941

8,579,552

Motor
vehicles
RM

34,393,510

30,188

(18,244) *

(1,378,436)

(1,527,974)

2,863,405

34,424,571

23,367

561,607

(12,633) #

(109,516)

(259,885)

4,476,738

29,744,893

Factory
equipment,
signboard and
electrical
fittings
RM

31,197,415

82,544

657,947

(2,011,751)

(972,308)

2,062,881

31,378,102

57,473

970,398

(17,421) #

(288,390)

(111,770)

3,336,627

183,657

27,247,528

Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM

14,921,719

91,709

(46,639) *

(963,745)

(793,293)

2,022,932

14,610,755

57,613

Total
RM

1,523,614

152,617

(673,198)

232,196

(64,883)

(4,605,006)

(4,983,573)

6,109,200

14,015,692

1,050,665 184,570,488

(3,170,337)

275,472

3,945,530 173,866,862

(65,626)

(1,359,551)

(524,257)

20,155,713

451,933

16,408,414 155,729,231

- (13,986,498)

(35,572) #

(961,645)

2,419,530

76,335

13,054,494

Renovation
RM

Capital
work-inprogress
RM

OLDTOWN BERHAD (797771-M)

Incorporated in Malaysia

notes to the financial statements

2,748,454

10,445,809

As of March 31, 2015

397,227

As of March 31, 2014

Carrying amounts

As of March 31, 2015

Translation reserve

(34,920)

Write off

Reclassification

183,155

Depreciation charge for the year

Disposals

248,992

As of March 31, 2014

(26,418)

Transfer to investment properties (Note 16)

Translation reserve

(34,920)

Write off

Reclassification

66,712

243,618

Leasehold land
and buildings
and
apartments
RM

Disposals

Depreciation charge for the year

Acquisition of subsidiary

As of April 1, 2013

Accumulated depreciation and


accumulated impairment losses

The Group

815,000

815,000

Freehold
land
RM

47,838,118

48,085,540

2,362,987

34,920

988,502

1,339,565

34,920

965,284

339,361

Apartments,
factory and
shop-office
buildings
RM

21,408,275

18,061,374

10,756,284

(182,609)

(25,075)

2,745,821

8,218,147

(831)

2,481,852

5,737,126

Plant,
machinery
and
equipment
RM

2,589,424

3,762,899

6,394,055

27,519

(1,310,584)

1,449,187

6,227,933

13,203

(150,847)

1,653,310

175,932

4,536,335

Motor
vehicles
RM

9,962,718

11,858,359

24,430,792

22,322

(1,104,055)

(1,244,104)

4,190,417

22,566,212

13,553

(115,483)

(176,837)

4,649,070

18,195,909

Factory
equipment,
signboard and
electrical
fittings
RM

10,108,143

11,314,745

21,089,272

61,782

(1,701,497)

(871,299)

3,536,929

20,063,357

32,903

(191,641)

(84,484)

3,907,248

120,890

16,278,441

Air-conditioners,
computers,
furniture,
fittings and
office equipment
RM

4,523,940

5,042,577

10,397,779

58,497

(734,348)

(581,729)

2,087,181

9,568,178

28,451

(708,701)

2,204,851

41,955

8,001,622

Renovation
RM

75,828,396

170,120

(3,722,509)

(4,032,791)

15,181,192

68,232,384

88,110

(26,418)

(1,015,825)

(412,999)

15,928,327

338,777

53,332,412

Total
RM

1,050,665 108,742,092

3,945,530 105,634,478

Capital
work-inprogress
RM

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

annual report 2015

91

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

The Company
Motor
vehicles
RM

Signboard
RM

Furniture,
fittings and
office
equipment
RM

516,210

368

246,178

1,395,239

2,157,995

Additions

9,316

100,101

109,417

Write off

(368)

(1,300)

(1,668)

516,210

254,194

1,495,340

2,265,744

Additions

2,160

213,272

215,432

Disposals

(1,677)

(1,677)

Write off

(2,350)

(2,350)

Adjustment

(796,049)^

(796,049)

516,210

252,327

912,563

1,681,100

As of April 1, 2013

148,387

141

78,802

227,330

Depreciation charge for the year

103,242

68

49,862

153,172

(209)

(368)

(577)

As of March 31, 2014

251,629

128,296

379,925

Depreciation charge for the year

103,242

50,721

153,963

Disposals

(1,202)

(1,202)

Write off

(1,259)

(1,259)

354,871

176,556

531,427

As of March 31, 2014

264,581

125,898

1,495,340

1,885,819

As of March 31, 2015

161,339

75,771

912,563

1,149,673

Capital
work-inprogress
RM

Total
RM

Cost
As of April 1, 2013

As of March 31, 2014

As of March 31, 2015


Accumulated depreciation and
accumulated impairment losses

Write off

As of March 31, 2015


Carrying amounts

^ The adjustment relates to expenses paid on behalf of subsidiaries for ERP software capitalised as asset in prior year.

Leasehold buildings, freehold land, factory buildings, shop-office buildings and capital work-in-progress of the Group with total carrying value of
RM47,619,354 (2014: RM51,302,515) are charged to certain local licensed banks for banking facilities granted to the Group as mentioned in Note 32.
The carrying amounts of certain motor vehicles of the Group acquired under hire-purchase arrangements are RM164,959 (2014: RM771,396).

92

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

15. Prepaid Lease Payments


The Group 2015

Short-term
leasehold land
RM

Long-term
leasehold land
RM

Total
RM

105,820

14,256,333

14,362,153

14,042

775,374

789,416

2,385

173,293

175,678

At end of year

16,427

948,667

965,094

Carrying amount

89,393

13,307,666

13,397,059

Short-term
leasehold land
RM

Long-term
leasehold land
RM

Total
RM

105,820

14,256,333

14,362,153

11,657

593,016

604,673

2,385

182,358

184,743

At end of year

14,042

775,374

789,416

Carrying amount

91,778

13,480,959

13,572,737

At cost
At beginning and end of year
Accumulated amortisation
At beginning of year
Amortisation for the year

The Group 2014

At cost
At beginning and end of period
Accumulated amortisation
At beginning of period
Amortisation for the period

The leasehold land of the Group with total carrying value of RM10,688,152 (2014: RM11,017,075) are charged to certain local licensed banks for
banking facilities granted to the Group as mentioned in Note 32.

16. Investment Properties


The Group 2015

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

Additions during the year

4,969,200

4,969,200

(6,109,200)

(6,109,200)

(350,000)

30,000

(30,000)

(350,000)

300,000

620,000

750,000

730,000

2,400,000

At fair value

Transfer to property,
plant and equipment (Note 14)
(Decrease)/Increase in fair value
during the year (Note 8)
At end of year

annual report 2015

93

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

The Group 2014

Long-term
leasehold land
and buildings
RM

Long-term
leasehold
land
RM

Freehold
land
RM

Freehold
shoplot
RM

Buildings
RM

Total
RM

1,320,000

720,000

2,040,000

Transfer from property,


plant and equipment (Note 14)

385,000

261,780

646,780

Additions during the year

300,000

380,000

680,000

170,000

235,000

118,220

523,220

1,490,000

300,000

620,000

720,000

760,000

3,890,000

At fair value
At beginning of year

Increase in fair value


during the year (Note 8)
At end of year
The Company

Long-term leasehold land


and buildings
2015
RM

2014
RM

Additions during the year

12,469,200

At end of year

12,469,200

At fair value
At beginning of year

The fair values of the investment properties of the Group and of the Company were determined based on valuation by an independent qualified valuer.
Valuations were arrived at by reference to market evidence of transaction prices for similar properties. There has been no change to the valuation
technique during the year.
Details of the Groups and of the Companys investment properties and information about the fair value hierarchy as of March 31, 2015 are as follows:
The Group 2015

Level 1
RM

Level 2
RM

Level 3
RM

Total
RM

2,400,000

2,400,000

Level 1
RM

Level 2
RM

Level 3
RM

Total
RM

Investment properties

3,890,000

3,890,000

The Company 2015

Level 1
RM

Level 2
RM

Level 3
RM

Total
RM

Investment properties

12,469,200

12,469,200

Investment properties
The Group 2014

There were no transfers between Level 1 and Level 2 during the year.
In 2014, the investment properties amounting to RM2,490,000 were charged to certain local licensed banks for banking facilities granted to the Group
as mentioned in Note 32.
The strata title for the freehold shoplot is not available for auditors inspection as it is in the process of being transferred to the name of the subsidiary.
The rental income and direct operating expenses arising from the investment properties of the Group which were recognised during the financial year
amounted to RM131,931 (2014: RM129,773) and RM55,726 (2014: RM16,115) respectively.

94

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

17. Investment in Subsidiaries


The Company
2015
RM

2014
RM

290,703,731

290,502,931

35,540,900

200,800

943,203

327,187,834

290,703,731

950,810

950,810

Additions

15,771,203

At end of year

16,722,013

950,810

310,465,821

289,752,921

Unquoted shares, at cost


At beginning of year
Additions
Deemed contribution arising from waiver of debts by a subsidiary (Note 6)
At end of year
Accumulated impairment losses
At beginning of year

Carrying amount
Details of the subsidiaries of the Group as at the end of the reporting period are as follows:
Name of Company

Proportion of ownership
interest and voting power
held by the Group
Country of
Incorporation

2015
%

2014
%

Principal Activities

Advance City Limited^^ @

Hong Kong

70.00

70.00

Marketing of beverages.

Conneczone Sdn. Bhd.

Malaysia

80.00

80.00

Operator of cafe outlets.

Dynasty Confectionery Sdn. Bhd.

Malaysia

100.00

100.00

Central bakery and confectionery processing centre.

Dynasty Kitchen Sdn. Bhd. ^

Malaysia

100.00

100.00

Distribution centre and ceased its business activity


during the financial year.

Emperors Kitchen Sdn. Bhd.

Malaysia

100.00

100.00

Central food processing centre and


trading of food products.

Esquire Chef Sdn. Bhd.

Malaysia

100.00

100.00

Central food processing centre.

Gongga Food Sdn. Bhd.

Malaysia

100.00

100.00

Manufacture of roasted coffee powder and


procurement of food items.

Kopitiam Asia Pacific Sdn. Bhd.

Malaysia

100.00

100.00

Franchisor of cafe outlets and provision of


management services.

Oldtown Singapore Pte. Ltd.*

Singapore

100.00

100.00

Franchisor of cafe outlets, provision of


management services, procurement of food items
and operator of cafe outlets.

Oldtown APP Sdn. Bhd.

Malaysia

100.00

100.00

Dormant.

Oldtown Logistics Sdn. Bhd.

Malaysia

100.00

100.00

Dormant.

Old Town Kopitiam Sdn. Bhd.#

Malaysia

100.00

100.00

Operator of cafe outlets.

Old Town Kopitiam Butterworth Sdn. Bhd.

Malaysia

100.00

100.00

Operator of cafe outlets.

Old Town Kopitiam Cheras Sdn. Bhd.

Malaysia

100.00

100.00

Operator of cafe outlets.


annual report 2015

95

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

Name of Company

Proportion of ownership
interest and voting power
held by the Group
Country of
Incorporation

2015
%

2014
%

Principal Activities

Old Town Kopitiam Kuala Lumpur Sdn. Bhd.

Malaysia

100.00

100.00

Operator of cafe outlets and ceased its business


activity during the financial year.

Old Town (M) Sdn. Bhd.

Malaysia

100.00

100.00

Investment holding.

OTK (HK) Investment Limited ** ##

Hong Kong

100.00

100.00

Dormant.

Shenzhen Oldtown White Coffee Trading


Co., Ltd. * +

Peoples
Republic of
China

70.00

White Cafe Sdn. Bhd.

Malaysia

100.00

100.00

Manufacturing of beverages.

White Cafe Marketing Sdn. Bhd.

Malaysia

100.00

100.00

Marketing of beverages and ceased its business


activity with effective from April 1, 2015.

Engaged in wholesale, export, import and related


business of coffee and related products.

^^ The financial statements of this company are examined by a member firm of the auditors of the Company.
* The financial statements of these companies are examined by auditors other than the auditors of the Company.
#
Held through Kopitiam Asia Pacific Sdn. Bhd..
^ Held through Old Town Kopitiam Butterworth Sdn. Bhd..
Held through Oldtown Singapore Pte. Ltd. with effect from January 23, 2015.

Held through Oldtown Berhad with effect from January 8, 2015.
+ Held through Advance City Limited.
@ Held through Old Town (M) Sdn. Bhd. until January 7, 2015.
## Held through Old Town (M) Sdn. Bhd. until January 22, 2015.
** The financial statements of this company are not required to be audited by law in its country of incorporation.

During the financial year, a wholly foreign owned enterprise known as Shenzhen Oldtown White Coffee Trading Co., Ltd. (Shenzen Oldtown) has been
incorporated on July 21, 2014 with a registered capital of USD1,000,000 in the territory of Shenzhen, Peoples Republic of China. The sole investor of
Shenzhen Oldtown is Advance City Limited, a subsidiary of Oldtown Berhad.

Composition of the Group


Information about the composition of the Group at the end of the reporting date is as follows:
Industry

Number of wholly-owned subsidiaries


Place of incorporation and operation

2014

Fast moving consumer goods

Malaysia

Food and beverages

Malaysia
Singapore

10
1

10
1

Investment holding

Malaysia

Others - dormant

Malaysia
Hong Kong

2
1

2
1

17

17

Industry
Fast moving consumer goods
Food and beverages

annual report 2015

Number of non-wholly-owned subsidiaries


Place of incorporation and operation

96

2015

2015

2014

Hong Kong

Peoples Republic of China

Malaysia

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Details of non-wholly owned subsidiaries that have material non-controlling interests are as follows:
Name of
Company

Country of
incorporation and
principal place of
business

Proportion of ownership
interest and voting rights
held by non-controlling
interests

Profit/(Loss) allocated to
non-controlling interests

2015
%

2014
%

2015
RM

Accumulated
non-controlling interests

2014
RM

2015
RM

2014
RM

Conneczone Sdn. Bhd.

Malaysia

20

20

97,764

30,657

313,739

259,975

Advance City Limited

Hong Kong

30

30

1,784,399

1,360,729

3,737,878

4,781,761

Shenzhen Oldtown
White Coffee Trading
Co., Ltd.

Peoples
Republic of
China

30

(295,904)

(258,303)

1,586,259

1,391,386

3,793,314

5,041,736

Total

Summarised financial information in respect of each of the Groups subsidiaries that has material non-controlling interests is set out below. The
summarised financial information below represents amounts before intragroup eliminations.
Conneczone Sdn. Bhd.

2015
RM

2014
RM

1,694,517

1,671,274

815,138

887,088

(906,184)

(1,207,764)

(34,775)

(50,723)

(1,254,957)

(1,039,900)

(313,739)

(259,975)

2015
RM

2014
RM

Revenue

7,948,340

6,971,491

Expenses

(7,459,519)

(6,818,206)

488,821

153,285

Other comprehensive income for the year

Total comprehensive income for the year

488,821

153,285

Profit and total comprehensive income attributable to owners of the Company

391,057

122,628

Profit and total comprehensive income attributable to non-controlling interests

97,764

30,657

488,821

153,285

44,000

10,000

231,333

628,175

Net cash used in investing activities

(171,708)

(636,537)

Net cash used in financing activities

(60,418)

(8,168)

(793)

(16,530)

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the Company
Non-controlling interests

Profit for the year

Dividend paid to non-controlling interests


Net cash from operating activities

Net cash outflow

annual report 2015

97

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

Advance City Limited

2015
RM

2014
RM

20,080,590

24,626,715

2,071,811

91,048

Current liabilities

(9,692,806)

(8,778,560)

Equity attributable to owners of the Company

(8,721,717)

(11,157,442)

Non-controlling interests

(3,737,878)

(4,781,761)

2015
RM

2014
RM

Revenue

43,361,484

38,087,487

Expenses

(37,413,487)

(33,551,725)

Profit for the year

5,947,997

4,535,762

Other comprehensive income for the year

1,377,603

1,005,110

Total comprehensive income for the year

7,325,600

5,540,872

Owners of the Company

4,163,598

3,175,033

Non-controlling interests

1,784,399

1,360,729

5,947,997

4,535,762

5,127,920

3,878,610

2,197,680

1,662,262

7,325,600

5,540,872

Dividend paid to non-controlling interests

3,241,562

737,710

Net cash from operating activities

6,223,550

5,558,330

(1,969,480)

18,612

(11,282,848)

(1,467,269)

(7,028,778)

4,109,673

2015
RM

2014
RM

1,644,719

12,470

(541,104)

(1,374,388)

258,303

Current assets
Non-current assets

Profit attributable to:

Total comprehensive income attributable to:


Owners of the Company
Non-controlling interests

Net cash (used in)/from investing activities


Net cash used in financing activities
Net cash (outflow)/inflow

Shenzhen Oldtown White Coffee Trading Co., Ltd.


Current assets
Non-current assets
Current liabilities
Equity attributable to owners of the Company
Non-controlling interests

98

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

2015
RM

2014
RM

Revenue

9,350

Expenses

(995,696)

Loss for the year

(986,346)

125,337

(861,009)

Owners of the Company

(690,442)

Non-controlling interests

(295,904)

(986,346)

Owners of the Company

(602,706)

Non-controlling interests

(258,303)

(861,009)

Net cash used in operating activities

(941,248)

Net cash used in investing activities

(12,244)

Net cash from financing activities

2,205,302

Net cash inflow

1,251,810

Other comprehensive income for the year


Total comprehensive loss for the year
Loss attributable to:

Total comprehensive loss attributable to:

18. Investment In Associates


The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

Unquoted equity shares, at cost

1,461,107

1,461,107

1,101,002

1,101,002

Groups share of post-acquisition reserve

(140,514)

44,034

1,320,593

1,505,141

1,101,002

1,101,002

Details of the Groups associates as at the end of the reporting date are as follows:
Name of Company

Proportion of ownership
interest/voting rights
held by the Group
Country of
Incorporation

2015
%

2014
%

Principal Activities

Financial
Year End

OTK Singapore Pte. Ltd. * #

Singapore

50.00

50.00

Operator of cafe outlets.

December 31

OTK Eatery Sdn. Bhd.

Malaysia

40.00

40.00

Operator of cafe outlets.

December 31

Plus One Solution Sdn. Bhd.

Malaysia

50.00

50.00

Information technology service centre.

December 31

* The financial statements of this company are examined by auditors other than the auditors of the Company.
# Held through Oldtown Singapore Pte. Ltd..
annual report 2015

99

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


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
consolidated financial statements of the respective associates for the year ended December 31, 2014/2013 have been used, and appropriate
adjustments have been made for the effects of significant transactions between that date and March 31, 2015/2014.
Summarised financial information in respect of the Groups associates is set out below:
The Group
2015
RM

2014
RM

7,785,021

8,891,002

(7,965,362)

(7,034,228)

(180,341)

1,856,774

Groups share of net assets of associates

618,373

802,921

Goodwill on associates

702,220

702,220

1,320,593

1,505,141

Total revenue

28,980,785

30,961,748

Total loss for the year

(1,903,393)

(357,734)

(144,548)

(157,055)

31.3.2015
RM

31.3.2014
RM

1.4.2013
RM

Malaysia

29,000

29,000

Indonesia

1,057,567

1,057,567

1,057,567

1,057,567

1,086,567

1,086,567

45,541,495

1,057,567

1,086,567

46,628,062

27,136,955

10,062,000

10,399,358

Total assets
Total liabilities
Net (liabilities)/assets

Groups share of losses of associates for the year

19. Other Investments


The Group
Non-current
Available-for-sale investments:
Unquoted shares at cost in:

Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value

Current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value

100

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

The Company

31.3.2015
RM

31.3.2014
RM

1.4.2013
RM

15,447,383

10,312,054

10,062,000

5,016,770

Non-current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value
Current
Available-for-sale investments:
Quoted unit trusts in Malaysia, at fair value

The fair value hierarchy for quoted unit trusts of the Group and of the Company are classified as Level 1. There was no transfers between Level 1 and
Level 2 in both 2015 and 2014.

20. Goodwill on Consolidation


The Group
2015
RM

2014
RM

25,671,638

25,671,638

At beginning of year

1,959,643

1,959,643

Impairment loss recognised during the year

3,500,000

At end of year

5,459,643

1,959,643

Carrying amount

20,211,995

23,711,995

At cost
At beginning and end of year
Accumulated impairment losses

Goodwill acquired in business combination is allocated, at acquisition, to the group of units that are expected to benefit from the synergies of the
combination. For impairment testing purpose, goodwill is assigned to the acquired subsidiaries under operation of cafe outlets of which each outlet
represents a Cash Generating Units (CGU).
Goodwill arose from the acquisition of five (5) direct and indirect subsidiaries including Old Town Kopitiam Butterworth Sdn. Bhd., Old Town Kopitiam
Kuala Lumpur Sdn. Bhd., Old Town Kopitiam Cheras Sdn. Bhd., Dynasty Kitchen Sdn. Bhd. and Conneczone Sdn. Bhd. because the cost of the
combination included a control premium. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit
of expected synergies, revenue growth, future market development and the assembled workforce of the subsidiaries. These benefits are not recognised
separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
The Group also acquired the supplier exclusive rights as part of the acquisition from Emperors Kitchen Sdn. Bhd., Esquire Chef Sdn. Bhd. and Dynasty
Confectionery Sdn. Bhd. and distribution network from Advance City Limited. These intangible assets have been separately recognised from goodwill as
it met the definition of intangible assets as disclosed in Note 21.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
The recoverable amounts of the CGUs were based on value-in-use calculations. The calculations were determined using projected cash flows for a tenyear period by extrapolation using the growth rate based on historical experience, managements assessment of future trends and expectation of market
development in the respective industries.

annual report 2015

101

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


The key assumptions used in preparation of the projected cash flows are as follows:




Pre-tax discount rates range from 12.2% to 15.5% (2014: 14.0% to 18.0%);
There will be no material changes in the structure and principal activities of the subsidiaries;
Chain of outlets will continue to operate under the franchise licence for 2 terms (5 years each term);
Projected growth rate of food and beverages of 3.0% (2014: 4.0%) per annum;
There will not be any significant changes in the prices and supply of raw materials, wages and other related costs, resulting from industrial dispute,
adverse changes in economic conditions or other abnormal factors, which will adversely affect the operations of the Group; and
The statutory income tax rate for Malaysia has been reduced to 24% (2014: 25%) with effective year of assessment 2016. There will be no material
changes to the present legislation or regulations, rates and bases of duties, levies and other taxes affecting the Groups activities.
During the financial year, the Group conducted the annual goodwill impairment testing. A subsidiary, which operates cafe outlets, has demonstrated
risk of impairment primarily attributed to the unanticipated change in the business climate, which includes, amongst others, construction projects in the
surrounding areas which caused lower customers patronage and also increase in competition in the area. While these affected cafe outlets have, and
will continue to contribute positively to the earnings of the Group, they are unlikely to be at the scale previously anticipated. Therefore, the directors
decided to write down a portion of the allocated goodwill of RM3,500,000 (2014: Nil) based on the recoverable amounts projected using present value of
future cash flows generated by these CGUs.
The directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the
aggregate carrying amount to exceed the aggregate recoverable amount of the CGUs.

21. Intangible Assets


The Group

Distribution
network
RM

Supplier
exclusive right
RM

Total
RM

23,432,693

23,432,693

Arising from acquisition of new subsidiary

17,790,744

17,790,744

As of March 31, 2014

17,790,744

23,432,693

41,223,437

17,790,744

23,432,693

41,223,437

4,295,994

4,295,994

Amortisation for the year

1,186,050

2,343,269

3,529,319

As of March 31, 2014

1,186,050

6,639,263

7,825,313

Amortisation for the year

1,186,050

2,343,269

3,529,319

As of March 31, 2015

2,372,100

8,982,532

11,354,632

As of March 31, 2014

16,604,694

16,793,430

33,398,124

As of March 31, 2015

15,418,644

14,450,161

29,868,805

Cost
As of April 1, 2013

Arising from acquisition of new subsidiary


As of March 31, 2015
Accumulated amortisation
As of April 1, 2013

Carrying amount

102

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

22. Deferred Tax Assets/(Liabilities)


The Group 2015

At beginning
of year
RM

Recognised in
profit or loss
RM

Translation
differences
RM

At end
of year
RM

Property, plant and equipment

(248,000)

136,000

(112,000)

Deferred income

1,122,000

79,000

1,201,000

89,000

7,000

96,000

963,000

222,000

1,185,000

(5,682,731)

(71,991)

(9,354)

(5,764,076)

(15,000)

(17,000)

(32,000)

34,000

(196,000)

(162,000)

Bank balances

(106,000)

49,000

(57,000)

Trade payables

(11,000)

(11,000)

(20,000)

145,000

125,000

246,000

246,000

19,000

3,000

22,000

(5,770,731)

147,009

(9,354)

(5,633,076)

At beginning
of year
RM

Recognised in
profit or loss
RM

Translation
differences
RM

At end
of year
RM

Property, plant and equipment

(116,000)

(132,000)

(248,000)

Deferred income

1,326,000

(204,000)

1,122,000

70,000

19,000

89,000

1,280,000

(317,000)

963,000

(2,028,412)

(3,649,594)

(4,725)

(5,682,731)

(15,000)

(15,000)

(22,000)

56,000

34,000

(7,000)

(99,000)

(106,000)

3,000

(23,000)

(20,000)

19,000

19,000

(2,069,412)

(3,696,594)

(4,725)

(5,770,731)

Deferred tax assets

Unabsorbed tax capital allowances

Deferred tax liabilities


Property, plant and equipment
Investment properties
Unrealised foreign exchange differences on:
Trade receivables

Borrowings
Fair values change on forward contracts
Unabsorbed tax capital allowances

The Group 2014

Deferred tax assets

Unabsorbed tax capital allowances

Deferred tax liabilities


Property, plant and equipment
Investment properties
Unrealised foreign exchange differences on:
Trade receivables
Bank balances
Borrowings
Unabsorbed tax capital allowances

annual report 2015

103

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


23. Inventories
The Group
2015
RM

2014
RM

Finished goods and trading merchandise

13,386,622

10,703,906

Raw materials

10,201,556

4,580,788

Food, beverages and consumables

3,686,552

4,624,697

Packing materials

2,162,283

1,811,052

Work-in-progress

340,758

396,759

Spare parts

190,150

192,857

Goods-in-transit

166,112

155,895

30,134,033

22,465,954

The cost of inventories of the Group recognised as an expense during the year was RM182,511,114 (2014: RM167,000,813).

24. Trade and Other Receivables


The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

Trade receivables

45,564,886

34,414,703

Other receivables

1,229,548

480,291

57,537

Refundable deposits

8,794,734

7,212,566

7,360

5,370

55,589,168

42,107,560

64,897

5,370

Advance payment for acquisition of plant and machinery

2,684,209

45,360

Prepaid expenses

3,408,045

3,670,923

138,708

221,221

61,681,422

45,823,843

203,605

226,591

Loans and receivables

Trade receivables of the Group comprise amounts receivable for the sale of goods. Other receivables of the Group comprise mainly expenses paid on
behalf and advances granted which are unsecured, interest-free and repayable upon demand.
In 2014, included in other receivables of the Group were rental receivable from related parties of RM78,531.
Included in refundable deposits of the Group is an amount of RM288,000 (2014: Nil) related to down payments for acquisition of 5,100 ordinary shares
of Hong Kong Dollar One (HKD1.00) each in April Eight (China) Limited.
Trade transactions of the Group were on cash terms and credit period which ranged from 7 to 90 days (2014: 7 to 90 days).

104

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

The currency profile of trade and other receivables are as follows:


The Group
2015
RM

2014
RM

Ringgit Malaysia

28,835,011

23,447,533

Hong Kong Dollar

8,052,145

6,129,451

United States Dollar

6,504,244

3,340,977

Singapore Dollar

2,976,362

1,977,033

336,786

89,886

46,794,434

34,894,994

Chinese Renminbi
Thai Baht

Included in trade receivables of the Group are related parties balances of RM4,762,043 (2014: RM5,896,513).
Included in trade receivables of the Group are receivables with total carrying amount of RM13,008,565 (2014: RM9,385,666) which are past due at the
reporting period for which the Group has not provided for impairment loss. The Group does not hold any collateral over these balances nor does it have a
legal right to offset against any amounts owed by the Group to the counterparty.
Ageing of trade receivables which are past due but not impaired are as follows:
The Group
2015
RM

2014
RM

Within 30 days

8,725,749

7,416,322

31 days to 60 days

1,003,095

1,329,949

61 days to 90 days

742,272

235,079

2,154,839

102,359

382,610

301,957

13,008,565

9,385,666

91 days to 120 days


Over 120 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.

annual report 2015

105

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


25. Holding Company and Related Party Transactions
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.
The amount owing to ultimate holding company arose mainly from dividend payable, rental payable and expenses paid on behalf which are unsecured,
interest-free and repayable upon demand.
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

2,845,801

1,518,022

40,000

44,000

40,000

44,000

2,885,801

1,562,022

40,000

44,000

323,970

Amount owing by associates consist of:


Current:
Trade account
Non-trade account

Non-current:
Non-trade account

The non-trade balance of amount owing by associate to a foreign subsidiary of the Company arose from loans given which bears interest at a rate of
6.00% (2014: Nil) per annum and is repayable over 24 equal monthly instalments.
The trade balance of amount owing by associates of the Group arose mainly from normal trade terms. The non-trade balance of the Group and of the
Company arose from dividend receivable.
The amount owing by subsidiaries arose mainly from dividend receivable, advances granted and expenses paid on behalf which are unsecured, interestfree and repayable upon demand.
The currency profile of amount owing by associates are as follows:
The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

Singapore Dollar

3,169,771

1,518,022

Ringgit Malaysia

40,000

44,000

40,000

44,000

3,209,771

1,562,022

40,000

44,000

106

annual report 2015

OLDTOWN BERHAD (797771-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

Old Town International Sdn. Bhd.

Holding company of the Company.

Advance City Limited

Conneczone Sdn. Bhd.

Dynasty Confectionery Sdn. Bhd.

Esquire Chef Sdn. Bhd.

Emperors Kitchen Sdn. Bhd.

Gongga Food Sdn. Bhd.

Kopitiam Asia Pacific Sdn. Bhd.

Old Town Kopitiam Butterworth Sdn. Bhd.

Old Town Kopitiam Cheras Sdn. Bhd.

Old Town Kopitiam Kuala Lumpur Sdn. Bhd.

Old Town (M) Sdn. Bhd.

Oldtown APP Sdn. Bhd.

Oldtown Logistics Sdn. Bhd.

Oldtown Singapore Pte. Ltd.

White Cafe Marketing Sdn. Bhd.

White Cafe Sdn. Bhd.

Dynasty Kitchen Sdn. Bhd.

A subsidiary of Old Town Kopitiam Butterworth Sdn. Bhd..

Old Town Kopitiam Sdn. Bhd.

A subsidiary of Kopitiam Asia Pacific Sdn. Bhd..

OTK (HK) Investment Limited

A subsidiary of Oldtown Singapore Pte. Ltd..

Shenzhen Oldtown White Coffee Trading Co., Ltd.

A subsidiary of Advance City Limited.

OTK Eatery Sdn. Bhd.

Associates of the Company.

Plus One Solution Sdn. Bhd.

OTK Singapore Pte. Ltd.

Subsidiaries of the Company.

An associate of Oldtown Singapore Pte. Ltd..

annual report 2015

107

108

annual report 2015

OTK Singapore Pte. Ltd.

Plus One Solution Sdn. Bhd.

AC Montage Marketing Sdn. Bhd.

Acadian Gourmet KK Sdn. Bhd.

Acadian Gourmet PB Sdn. Bhd.

Acadian Laundry Services Sdn. Bhd.

Carefree Avenue Sdn. Bhd.

Conneczone Puchong Sdn. Bhd.

CN Properties Sdn. Bhd.

CN Supplies Sdn. Bhd.

GC Alamanda Sdn. Bhd.

GC Bangi Sdn. Bhd.

GC Bangsar Sdn. Bhd.

GC Bangsar Two Sdn. Bhd.

Transactions with related


parties being companies in
which certain directors and/
or substantial shareholders of
the Company and/or persons
connected to any of these
persons are directors and/
or have substantial financial
interests are as follows:

11,835,510

Dividend
paid/payable
RM

OTK Eatery Sdn. Bhd.

Transactions with Associates

Old Town International Sdn. Bhd.

Ultimate holding company

Transactions with related


companies are as follows:

The Group 2015

Related Party Transactions

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 BERHAD (797771-M)

Incorporated in Malaysia

notes to the financial statements

GC Kapar Sdn. Bhd.

GC Selayang Sdn. Bhd.

GC Seremban Sdn. Bhd.

GC Shamelin Sdn. Bhd.

GC South City Sdn. Bhd.

Gourmet Chef Sdn. Bhd.

Gourmet Chef Kinrara Sdn. Bhd.

Gourmet Corner Ipoh Sdn. Bhd.

Gourmet Corner KL Sdn. Bhd.

Gourmet Corner Sdn. Bhd.

Imiirage Sdn. Bhd.

Mayson Trade (M) Sdn. Bhd.

Mecan App Sdn. Bhd.

Myth Espresso Bar

Myth Empire Sdn. Bhd.

Nam Heong Kopitiam Sdn. Bhd.

Natural Marketing Sdn. Bhd.

Nobel Virtue Sdn. Bhd.

Oldtown Asia Pacific Limited

OTK (Alam Damai) Sdn. Bhd.*

OTK (Intan) Sdn. Bhd.*

OTK (KB) Sdn. Bhd.*

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

(formerly known as OTK Ipoh Road Sdn. Bhd.)

403,929

Trade
sales
RM

GC Brinchang Sdn. Bhd.

Dividend
paid/payable
RM

GC Brickfields Sdn. Bhd.

Transactions with related parties being


companies in which certain directors
and/or substantial shareholders of the
Company and/or persons connected
to any of these persons are directors
and/or have substantial financial
interests are as follows:

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 BERHAD (797771-M)


Incorporated in Malaysia

annual report 2015

109

110

annual report 2015

OTK (Petaling Jaya) Sdn. Bhd.

OTK (Rawang) Sdn. Bhd.*


OTK (Shah Alam) Sdn. Bhd.*
OTK (Senai) Sdn. Bhd.*
OTK (Teluk Cempedak) Sdn. Bhd.*

OTK Kopitiam (KLCC) Sdn. Bhd.


OTK Logistics Sdn. Bhd.
OTK Manjung Sdn. Bhd.*
OTK Megah Sdn. Bhd.
OTK Northern Sdn. Bhd.
OTK Sarawak Sdn. Bhd.
OTK Sunway Sdn. Bhd.
OTK USJ Sdn. Bhd.

Transactions with persons


connected with certain directors
are as follows:
Lee Siew Ming
Lim Khim Lan
Lim Ah Fah
Transactions with a director of
the Company are as follows:
Lee Siew Heng

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

OTK (MBH) Sdn. Bhd.

109,388

Trade
sales
RM

Dividend
paid/payable
RM

OTK (Kuala Selangor) Sdn. Bhd.*

Transactions with related


parties being companies in
which certain directors and/
or substantial shareholders of
the Company and/or persons
connected to any of these
persons are directors and/
or have substantial financial
interests are as follows:

The Group 2015

Related Party Transactions

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 BERHAD (797771-M)

Incorporated in Malaysia

notes to the financial statements

OTK Singapore Pte. Ltd.

Plus One Solution Sdn. Bhd.

AC Montage Marketing Sdn. Bhd.

Acadian Gourmet KK Sdn. Bhd.

Acadian Gourmet PB Sdn. Bhd.

Acadian Gourmet Sdn. Bhd.

Carefree Avenue Sdn. Bhd.

Conneczone Puchong Sdn. Bhd.

CN Properties Sdn. Bhd.

CN Supplies Sdn. Bhd.

First Habour Coffee Shop

GC Alamanda Sdn. Bhd.

GC Bangi Sdn. Bhd.

GC Bangsar Sdn. Bhd.

GC Bangsar Two Sdn. Bhd.

Transactions with related


parties being companies in
which certain directors and/
or substantial shareholders of
the Company and/or persons
connected to any of these
persons are directors and/
or have substantial financial
interests are as follows:

10,779,045

Dividend
paid/payable
RM

OTK Eatery Sdn. Bhd.

Transactions with Associates

Old Town International Sdn. Bhd.

Transactions with related


companies are as follows:
Ultimate holding company

The Group 2014

632,338

675,733

686,931

689,728

110

305,688

696,812

280,717

671,086

532,086

4,098,120

5,150

Trade
sales
RM

639,939

Trade
purchases
RM

186,600

Purchase of
property,
plant and
equipment
RM

21,200

23,716

24,880

1,140,000

Rental
paid/
payable
RM

Secondment
of staff
charges
received/
receivable
RM

62,297

62,946

51,876

58,830

27,313

56,979

19,678

46,014

36,013

637,219

237,021

Advertising
and
promotion
fees received/
receivable
RM

103,828

104,910

86,460

98,050

45,522

94,965

32,797

76,690

60,021

1,062,022

395,035

Royalty fees
received/
receivable
RM

4,787

37,165

36,215

33,215

200

4,500

33,469

73,647

2,428

4,957

36,225

288,964

222,175

4,800

Others
RM

803,250

880,754

861,482

879,823

110

21,400

28,216

411,992

922,403

335,620

798,747

664,345

24,880

1,115,503

5,797,361

859,381

11,923,845

Total
RM

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

annual report 2015

111

112

annual report 2015

GC Kapar Sdn. Bhd.

GC Selayang Sdn. Bhd.

GC Shamelin Sdn. Bhd.

GC South City Sdn. Bhd.

Gourmet Chef Sdn. Bhd.

Gourmet Chef Kinrara Sdn. Bhd.

Gourmet Corner Ipoh Sdn. Bhd.

Gourmet Corner KL Sdn. Bhd.

Gourmet Corner Sdn. Bhd.

Mayson Trade (M) Sdn. Bhd.

Myth Empire Sdn. Bhd.

Natural Marketing Sdn. Bhd.

Nobel Virtue Sdn. Bhd.

Oldtown Asia Pacific Limited

OTK (Alam Damai) Sdn. Bhd.

OTK (Genting) Sdn. Bhd.#

OTK (Intan) Sdn. Bhd.

OTK (KB) Sdn. Bhd.

OTK (Kuala Selangor) Sdn. Bhd.

OTK (MBH) Sdn. Bhd.

OTK (Petaling Jaya) Sdn. Bhd.

Dividend
paid/payable
RM

GC Brickfields Sdn. Bhd.

Transactions with related


parties being companies in
which certain directors and/
or substantial shareholders of
the Company and/or persons
connected to any of these
persons are directors and/
or have substantial financial
interests are as follows:

The Group 2014

934,172

487,847

399,309

43,411

605,134

9,177,383

317,690

5,287

640,347

740,772

1,360,771

649,575

400,574

447,255

465,333

542,302

488,272

585,724

Trade
sales
RM

144,581

111,656

Trade
purchases
RM

Purchase of
property,
plant and
equipment
RM

59,400

171,600

250,800

Rental
paid/
payable
RM

3,600

115,200

Secondment
of staff
charges
received/
receivable
RM

73,010

22,010

35,875

55,103

894,479

23,817

53,746

66,793

73,353

56,785

34,949

38,848

47,311

47,344

40,374

45,298

Advertising
and
promotion
fees received/
receivable
RM

121,683

36,684

59,791

91,838

1,490,798

39,695

85,916

89,577

111,321

122,254

94,642

58,248

64,746

78,852

78,906

67,289

75,496

Royalty fees
received/
receivable
RM

64,658

134,889

3,107

3,000

33,657

464,036

4,047

2,862

36,710

93,184

106,412

4,378

34,215

33,215

2,907

34,715

3,610

6,492

Others
RM

1,197,123

681,430

498,082

46,411

785,732

12,141,896

385,249

85,916

59,400

144,581

179,749

111,656

820,380

1,262,870

1,662,790

805,380

527,986

584,064

594,403

703,267

599,545

713,010

Total
RM

OLDTOWN BERHAD (797771-M)

Incorporated in Malaysia

notes to the financial statements

OTK (Shah Alam) Sdn. Bhd.

OTK (Senai) Sdn. Bhd.

OTK (Teluk Cempedak) Sdn. Bhd.

OTK Ipoh Road Sdn. Bhd.

OTK Kopitiam (KLCC) Sdn. Bhd.

OTK Logistics Sdn. Bhd.

OTK Manjung Sdn. Bhd.

OTK Megah Sdn. Bhd.

OTK Northern Sdn. Bhd.

OTK Sarawak Sdn. Bhd.

OTK Sunway Sdn. Bhd.

OTK USJ Sdn. Bhd.

Lee Siew Heng

Lim Khim Lan

Transactions with a director of


the Company are as follows:

Lee Siew Ming

Transactions with persons


connected with certain
directors are as follows:

Dividend
paid/payable
RM

OTK (Rawang) Sdn. Bhd.

Transactions with related


parties being companies in
which certain directors and/
or substantial shareholders of
the Company and/or persons
connected to any of these
persons are directors and/
or have substantial financial
interests are as follows:

The Group 2014

474,668

549,062

5,410

1,162,300

233,446

455,747

3,030,916

400,730

384,447

784,541

627,019

842,722

1,369,960

Trade
sales
RM

Trade
purchases
RM

Purchase of
property,
plant and
equipment
RM

19,800

60,000

18,900

Rental
paid/
payable
RM

Secondment
of staff
charges
received/
receivable
RM

40,295

44,768

40,874

77,661

18,720

38,316

23,257

31,073

18,385

11,382

72,335

60,349

Advertising
and
promotion
fees received/
receivable
RM

67,158

74,613

68,123

129,435

31,200

63,861

34,885

51,788

30,642

17,216

120,559

100,582

Royalty fees
received/
receivable
RM

300

34,309

34,665

65,061

13,430

3,375

34,227

2,692

16,357

101,633

120,000

16,071

25,377

Others
RM

20,100

60,000

18,900

616,430

703,108

179,468

1,382,826

286,741

592,151

3,030,916

461,564

483,665

935,201

775,617

1,051,687

1,556,268

Total
RM

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

annual report 2015

113

114

annual report 2015

Dynasty Confectionery Sdn. Bhd.

Emperors Kitchen Sdn. Bhd.

Esquire Chef Sdn. Bhd.

Gongga Food Sdn. Bhd.

Kopitiam Asia Pacific Sdn. Bhd.

Old Town Kopitiam Sdn. Bhd.

Old Town Kopitiam Butterworth


Sdn. Bhd.

Old Town (M) Sdn. Bhd.

White Cafe Sdn. Bhd.

White Cafe Marketing Sdn. Bhd.

Plus One Solution Sdn. Bhd.

Conneczone Sdn. Bhd.

Transactions with Associate

11,835,510

Dividend
paid/payable
RM

Advance City Limited

Subsidiaries

Old Town International Sdn. Bhd.

Ultimate holding company

Transactions with related


companies are as follows:

The Company 2015

Related Party Transactions

40,000

5,100,000

15,000,000

1,700,000

15,000,000

12,000,000

1,200,000

4,800,048

2,200,000

176,000

1,660,582

Dividend
received/
receivable
RM

943,203

Deemed
contribution
arising from waiver
of intercompany
debts
RM

26,790,900

Acquisition of
investment
in subsidiaries
RM

4,800

Rental
paid/
payable
RM

13,152

Rental
received/
receivable
RM

7,500,000

Acquisition
of investment
property
RM

3,000

800

47,860

Others
RM

40,000

5,103,000

15,005,600

26,790,900

1,700,000

7,561,012

15,000,000

12,943,203

1,200,000

4,800,048

2,200,000

176,000

1,660,582

11,835,510

Total
RM

OLDTOWN BERHAD (797771-M)

Incorporated in Malaysia

notes to the financial statements

5,400,054
2,400,000

Emperors Kitchen Sdn. Bhd.

White Cafe Sdn. Bhd.

White Cafe Marketing Sdn. Bhd.

* Ceased to be related party with effective from July 1, 2014.


# Ceased to be related party with effective from March 21, 2014.

CN Properties Sdn. Bhd.

Transactions with a related party being


a company in which persons connected
with certain directors and/or substantial
shareholders of the Company are directors and
have substantial interests are as follows:

Plus One Solution Sdn. Bhd.

Oldtown Logistics Sdn. Bhd.

Transactions with Associate

Old Town (M) Sdn. Bhd.

Old Town Kopitiam Sdn. Bhd.

Oldtown Singapore Pte. Ltd.

Old Town Kopitiam Butterworth Sdn. Bhd.

Kopitiam Asia Pacific Sdn. Bhd.

44,000

7,650,000

24,000,000

2,900,000

20,000,000

12,300,000

Esquire Chef Sdn. Bhd.

Gongga Food Sdn. Bhd.

2,400,000

Dynasty Confectionery Sdn. Bhd.

40,000

Dividend
received/
receivable
RM

10,779,045

Dividend
paid/payable
RM

Conneczone Sdn. Bhd.

Subsidiaries

Old Town International Sdn. Bhd.

Ultimate holding company

Transactions with related companies


are as follows:

The Company 2014

1,700,000

Advances
received
RM

24,722,113

30,000

26,890,900

Advances
granted
RM

200,800

Acquisition
of investment
RM

4,000

4,800

Rental paid/
payable
RM

4,500

1,950

26,790,900

5,900

21,949

3,700,500

Others
RM

8,500

44,000

7,651,950

75,517,813

30,000

26,896,800

2,900,000

21,949

200,800

25,400,500

12,300,000

2,400,000

5,400,054

2,400,000

40,000

10,779,045

Total
RM

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

annual report 2015

115

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


Compensation of Key Management Personnel
The remuneration of directors is disclosed in Note 10. The remuneration of other members of key management personnel of the Group during the
financial year are as follows:
The Group

Salaries, incentive, bonus and allowances


EPF contributions

2015
RM

2014
RM

1,638,753

1,474,158

153,648

139,167

1,792,401

1,613,325

The estimated monetary value of benefits-in-kind received and receivable by the key management personnel otherwise than in cash from the Group
amounted to RM55,569 (2014: RM85,271).

26. Cash and Cash Equivalents


The Group

31.3.2015
RM

31.3.2014
RM

1.4.2013
RM

Fixed deposits with licensed banks

1,791,482

788,806

2,559,131

Short-term investment funds

63,518,946

69,250,378

69,293,747

Cash and bank balances

24,750,128

29,844,736

14,374,275

Other cash equivalents

44,920,216

56,454,766

15,294,189

134,980,772

156,338,686

101,521,342

31.3.2015
RM

31.3.2014
RM

1.4.2013
RM

26,009,554

19,764,867

29,235,842

53,838

81,062

108,086

18,339,842

15,426,494

10,030,884

44,403,234

35,272,423

39,374,812

The Company
Short-term investment funds
Cash and bank balances
Other cash equivalents

The effective interest rates are as follows:


The Group

The Company

2015
%

2014
%

2015
%

2014
%

Fixed deposits

3.15 - 3.70

3.00 - 3.15

Short-term investment funds

2.39 - 3.27

2.06 - 2.84

2.39 - 3.27

2.06 - 2.84

The fixed deposits of the Group have maturity period of 365 days (2014: 30 days to 365 days).
Other cash equivalents of the Group and of the Company comprised of available-for-sale quoted unit trusts in Malaysia carried at fair value. The fair
value hierarchy for other cash equivalents is classified as Level 1. There was no transfers between Level 1 and Level 2 in both 2015 and 2014.

116

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

The currency profile of cash and cash equivalents are as follows:


The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

119,622,371

136,712,117

44,403,234

35,272,423

Hong Kong Dollar

9,636,569

14,162,582

United States Dollar

2,900,699

1,088,532

Singapore Dollar

2,566,991

2,876,876

254,142

1,498,579

134,980,772

156,338,686

44,403,234

35,272,423

Ringgit Malaysia

Chinese Renminbi

The fixed deposits of the Group with carrying amounts of RM776,175 (2014: RM788,806) are placed under lien to local licensed banks as security for
banking facilities granted to the Group as disclosed in Note 32.

27. Share Capital and Treasury Shares


(a) Share Capital
2015
Number of
ordinary
shares

The Group and The Company


2014
Number of
ordinary
2015
shares
RM

2014
RM

Authorised:
500,000,000 ordinary shares of RM1 each

500,000,000

500,000,000

500,000,000

500,000,000

453,597,242

363,000,000

453,597,242

363,000,000

90,597,242

90,597,242

453,597,242

453,597,242

453,597,242

453,597,242

Issued and fully paid:


Ordinary shares of RM1 each:
At beginning of year
Bonus issue
At end of year

(b) Treasury Shares


The shareholders of the Company, by an ordinary resolution passed at the Annual General Meeting (AGM) held on September 10, 2014, granted the
approval for the Company to repurchase its own shares. The directors of the Company are committed to enhancing the value of the Company to its
shareholders and believe that the repurchase plan can be applied in the best interests of the Group and of the Company.

annual report 2015

117

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


Details of the shares repurchased and held as Treasury Shares of the Group and of the Company are as follows:
Month
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

611,000

2.38

2.90

2.43

1,486,508

4,000

2.13

2.13

2.15

8,583

August 2014

3,933,100

1.92

2.07

2.01

7,903,711

September 2014

2,094,700

1.93

2.02

1.98

4,150,227

October 2014

1,035,600

1.61

1.74

1.68

1,738,457

November 2014

1,170,400

1.56

1.69

1.63

1,911,564

December 2014

2,613,100

1.46

1.57

1.51

3,949,914

As of April 1, 2014
June 2014

As of March 31, 2015

11,461,900

Total
consideration
RM

21,148,964

During the financial year, the Company repurchased a total of 10,850,900 units (2014: 611,000 units) of its own shares from the open market of Bursa
Malaysia Securities Berhad for total cost of RM19,662,456 (2014: RM1,486,508) and has been deducted from equity. The average price paid for the
shares repurchased during the year was RM1.81 (2014: RM2.43) per share. The repurchase transactions were financed by internally generated funds.
The shares repurchased are being held as Treasury Shares in accordance with the requirements of Section 67A of the Companies Act, 1965.
As of March 31, 2015, 11,461,900 (2014: 611,000) out of the total of 453,597,242 (2014: 453,597,242) issued and paid-up ordinary shares are held
as Treasury Shares by the Company. The number of ordinary shares of RM1 each in issue and paid-up as of March 31, 2015 after excluding the Treasury
Shares is 442,135,342 (2014: 452,986,242).
The mandate given by the shareholders will expire at the forthcoming AGM and an ordinary resolution will be tabled at the AGM for shareholders to grant
a fresh mandate for another year.

28. Reserves
The Group
2014
RM

2015
RM

2014
RM

3,553,644

3,553,644

3,553,644

3,553,644

(222,653,894)

(222,653,894)

Foreign currency translation reserve

2,822,484

1,067,983

Investment revaluation reserve

2,281,741

1,415,459

651,896

488,494

(213,996,025)

(216,616,808)

4,205,540

4,042,138

Share premium
Reserve arising from restructuring

Share Premium

Balance at beginning of year


Bonus issue
Balance at end of year

118

The Company

2015
RM

annual report 2015

The Group and


The Company
2015
RM

2014
RM

3,553,644

43,553,644

(40,000,000)

3,553,644

3,553,644

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Reserve Arising From Restructuring

The Group

Balance at beginning and end of year

2015
RM

2014
RM

(222,653,894)

(222,653,894)

Foreign Currency Translation Reserve

The Group
2015
RM

2014
RM

Balance at beginning of year

1,067,983

(13,155)

Exchange differences on translating foreign subsidiaries and associates

1,754,501

1,081,138

Balance at end of year

2,822,484

1,067,983

Exchange differences relating to the translation of the net assets of the Groups foreign operations from their functional currencies to the Groups
presentation currency (i.e. Ringgit Malaysia) are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve (in respect of translating the net assets of
foreign operations) are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.
Investment Revaluation Reserve

The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

Balance at beginning of year

1,415,459

1,029,600

488,494

495,037

Changes in fair value of available-for-sale financial assets

3,045,875

(31,582)

1,533,870

253,765

(2,179,593)

417,441

(1,370,468)

(260,308)

2,281,741

1,415,459

651,896

488,494

Cumulative (gain)/loss reclassified to profit or loss on


disposal of available-for-sale financial assets
Balance at end of year

The investment revaluation reserve represents accumulated gains and losses arising from the changes in fair values of available-for-sale financial
assets that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed
of or are determined to be impaired.

29. Retained Earnings


The entire retained earnings as of March 31, 2015 is available for distribution as single tier dividends to the shareholders of the Company.

30. Non-Controlling Interests


The Group

Balance at beginning of year


Increase arising on acquisition of interest in a subsidiary
Share of profit for the year
Share of other comprehensive income for the year
Disposal of interest in subsidiary by non-controlling interest
Dividend received
Balance at end of year

2015
RM

2014
RM

5,041,736

2,192,022

3,857,209

1,586,259

1,391,386

450,882

301,533

(1,952,704)

(3,285,563)

(747,710)

3,793,314

5,041,736

annual report 2015

119

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


31. Hire-Purchase Payables
The Group

Minimum
hire-purchase payments
2015
2014
RM
RM

Present value of minimum


hire-purchase payments
2015
2014
RM
RM

Amounts payable under hire-purchase arrangements:


144,371

582,175

135,893

545,735

65,463

276,352

62,315

266,403

3,039

2,965

209,834

861,566

198,208

815,103

Less: Future finance charges

(11,626)

(46,463)

Present value of hire-purchase payables

198,208

815,103

198,208

815,103

(135,893)

(545,735)

62,315

269,368

Within one year


In the second to fifth year inclusive
After fifth year

Less: Amount due within 12 months


(shown under current liabilities)
Non-current portion
The non-current portion is repayable as follows:

The Group
2015
RM

2014
RM

2016

207,054

2017

49,799

49,799

2018

4,594

4,594

2019

4,956

4,956

2020

2,966

2,965

62,315

269,368

Financial years ending March 31:

It is the Groups policy to acquire certain of its property, plant and equipment under hire-purchase arrangements. The terms for hire-purchase of the
Group ranged from 5 years to 9 years (2014: 5 to 9 years). For the financial year ended March 31, 2015, the effective hire-purchase interest rates of the
Group ranged from 4.25% to 7.11% (2014: 4.25% to 7.11%) per annum. Interest rates are fixed at the inception of the hire-purchase arrangements.
The hire-purchase payables of the Group are secured by the assets under hire-purchase and are also guaranteed by certain directors of the Company.
The fair values of the hire-purchase payables of the Group are approximately equal to their carrying amounts.

120

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

32. Borrowings
The Group
2015
RM

2014
RM

19,302,349

23,482,115

Less: Amount due within 12 months (shown under current liabilities)

(3,580,621)

(3,379,905)

Non-current portion

15,721,728

20,102,210

Secured :
Term loans

The non-current portion is repayable as follows:


The Group
2015
RM

2014
RM

2016

3,435,771

2017

3,678,789

3,531,440

2018

3,782,272

3,631,449

2019

2,483,263

2,496,206

2020

2,596,469

4,954,367

2021 and above

3,180,935

2,052,977

15,721,728

20,102,210

Financial years ending March 31:

The Groups term loans and other banking facilities with licensed banks amounting to RM55,622,531 (2014: RM54,320,580) are secured by:
i) Fixed legal charge over the leasehold buildings, freehold land, factory buildings, shop-office buildings, capital work-in-progress and leasehold land of
the Group as mentioned in Notes 14 and 15;
ii) Investment properties of the Group in 2014 as disclosed in Note 16;
iii) Fixed deposits placed under lien as disclosed in Note 26; and
iv) A stamped facility agreement of RM25.145 million (2014: RM31.003 million).
Term loans and other banking facilities to the extent of RM17,351,159 (2014: RM20,393,276) are also guaranteed by the Company, the directors of the
Company and the ultimate holding company jointly and severally.
The Group has five (5) term loans:
(a) an eight (8) year term loan of RM8,000,000 (2014: RM8,000,000) which is repayable by 95 monthly instalments of RM98,260 each commencing
January 2013 with a last instalment of RM97,918;
(b) an eight (8) year term loan of RM9,000,000 (2014: RM9,000,000) which is repayable by 95 monthly instalments of RM110,543 each commencing
May 2013 with a last instalment of RM112,920;
(c) a five (5) year term loan of USD1,710,000 (2014: USD1,710,000) which is repayable by 20 quarterly principal instalments of USD95,001 each
commencing November 2013;
(d) a ten (10) year term loan of RM765,000 (2014: RM765,000) which is repayable by 120 monthly instalments of RM7,892 each commencing May
23, 2014; and
(e) a ten (10) year term loan of RM1,349,800 (2014: RM1,349,800) which is repayable by 120 monthly instalments of RM13,924 each commencing
May 23, 2014.

annual report 2015

121

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


During the financial year, the Group fully settled four (4) term loans as follows:
(a) a fifteen (15) year term loan of RM458,000 (2014: RM458,000) which was repayable by 180 monthly instalments of RM4,130 each commencing
October 2008 and RM3,393 each commencing December 2009;
(b) a ten (10) year term loan of RM1,147,500 (2014: RM1,147,500) which was repayable by 60 monthly instalments of RM11,893 each for the first to
fifth year commencing October 14, 2009 and 60 monthly instalments of RM12,185 each for the sixth to tenth year commencing October 14, 2014;
(c) a ten (10) year term loan of RM552,500 (2014: RM552,500) which was repayable by 60 monthly instalments of RM5,726 each for the first to fifth
year commencing October 14, 2009 and 60 monthly instalments of RM5,867 each for the sixth to tenth year commencing October 14, 2014; and
(d) a ten (10) year term loan of RM4,800,000 (2014: RM4,800,000) which was repayable by 120 monthly instalments of RM49,285 each commencing
February 2011.
The fair values of the bank borrowings of the Group approximate their carrying amounts.
The effective interest rates per annum are as follows:
The Group

Term loans
Trust receipts

2015
%

2014
%

3.11 - 7.51

3.09 - 5.80

3.24

The currency profile of the borrowings are as follows:


The Group

Ringgit Malaysia
United States Dollar

2015
RM

2014
RM

15,080,381

18,517,155

4,221,968

4,964,960

19,302,349

23,482,115

33. Deferred Income


The Group

The Company

2015
RM

2014
RM

2015
RM

2014
RM

2,381,956

1,930,393

1,030,898

1,041,088

453,079

290,913

3,740

1,483,977

1,332,001

3,740

3,865,933

3,262,394

3,740

Non-current portion:
Deferred franchise fees
Current portion:
Deferred franchise fees
Others
Total

Deferred franchise fees represent franchise fees received in advance from franchisees. The revenue is recognised in profit or loss on a straight-line basis
over the term of the franchise agreement of 5 years (2014: 5 years).
Others represent income from provision of information technology related services, secondment of staff charges received in advance and foreign workers
training fees received in advance. The revenue income mentioned above are recognised in profit or loss on a straight-line basis over the term of the
agreement of 1 year (2014: 1 year).

122

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OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

34. Deferred Capital Grant


The Group
2015
RM

2014
RM

120,897

120,897

104,268

80,089

16,629

24,179

120,897

104,268

16,629

Cost
At beginning and end of year
Accumulated amortisation
At beginning of year
Amortisation
At end of the year
Net carrying amount
Current

Deferred capital grant related to government grant received for the acquisition of plant and machinery. There were no unfulfilled conditions or
contingencies attached to this grant.

35. Trade and Other Payables


The Group

The Company
2015
2014
RM
RM

2015
RM

2014
RM

Trade payables

25,164,579

17,167,315

Other payables

16,681,549

16,374,381

7,407,532

7,746,994

41,846,128

33,541,696

7,407,532

7,746,994

17,667,974

12,063,599

85,650

80,000

4,548,993

4,239,107

89,960

64,063,095

49,844,402

7,583,142

7,826,994

Accrued expenses
Refundable deposits received

Trade and other payables of the Group comprise amounts outstanding for trade purchases and ongoing costs. The terms granted to the Group for trade
purchases ranged from cash to credit period of 90 days (2014: cash to credit period of 90 days). These amounts are non-interest bearing. The Group and
the Company have financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms.
Included in trade and other payables of the Group are related parties balances of RM50,748 (2014: RM250,588).
The amounts owing to other payables of the Group mainly consist of financial liabilities arising from foreign currency forward contracts, dividend
payables, retention sum on the construction of the factory building and amount outstanding arising from purchase of property, plant and equipment.
The amounts owing to other payables are unsecured, interest-free and repayable upon demand. The foreign currency forward contracts have a maturity
within 12 months.

annual report 2015

123

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


The currency profile of trade and other payables is as follows:
The Group

The Company
2015
2014
RM
RM

2015
RM

2014
RM

37,444,450

31,629,186

7,407,532

7,746,994

United States Dollar

1,609,247

155,895

Euro

1,528,313

Hong Kong Dollar

747,025

770,423

Singapore Dollar

437,356

337,012

Chinese Renminbi

79,737

510,503

138,677

41,846,128

33,541,696

7,407,532

7,746,994

Ringgit Malaysia

Thai Baht

Transactions with related parties are disclosed in Note 25.

36. Dividends
The Group and The Company
2015
2014
RM
RM
Final dividend of 3.0 sen per share, single tier for 2014
(2014: 3.0 sen per share, single tier for 2013)

13,408,634

10,889,700

Interim dividend of 3.0 sen per share, single tier for 2015
(2014: 3.0 sen per share, single tier)

13,264,060

13,589,587

26,672,694

24,479,287

A final dividend declared in respect of the financial year ended March 31, 2014 under single tier tax system of 3.0 sen per share, amounting to
RM13,408,634 was paid on October 15, 2014.
An interim dividend in respect of the current financial year under single tier tax system of 3.0 sen per share, amounting to RM13,264,060 was declared
on February 26, 2015.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM13,264,060 in respect of the current financial year computed based on
the outstanding issued and paid-up capital, excluding treasury shares held by the Company of 11,461,900 ordinary shares of RM1.00 each as at March
31, 2015. This dividend is subject to approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included
as a liability in the financial statements. Upon approval by the shareholders, the dividend payment will be accounted for in equity as an appropriation of
retained earnings during the financial year ending March 31, 2016. The payment date and entitlement date of the final dividend will be determined at a
later date.

124

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

37. Financial Instruments, Financial Risks and Capital Risks Management


Categories of Financial Instruments

Loans and
receivables
RM

Available-for-sale
financial assets
RM

Financial
liabilities at fair
value through
profit or loss
RM

Trade and other receivables

55,589,168

55,589,168

Amount owing by associates

3,209,771

3,209,771

90,060,556

44,920,216

134,980,772

Other investments - unquoted shares

1,057,567

1,057,567

Other investments - quoted unit trusts

27,136,955

27,136,955

Trade and other payables

1,025,900

63,037,195

64,063,095

Amount owing to ultimate


holding company

6,068,859

6,068,859

Hire-purchase payables

198,208

198,208

Borrowings

19,302,349

19,302,349

Trade and other receivables

42,107,560

42,107,560

Amount owing by associates

1,562,022

1,562,022

99,883,920

56,454,766

156,338,686

Other investments - unquoted shares

1,086,567

1,086,567

Other investments - quoted unit trusts

10,062,000

10,062,000

Trade and other payables

49,844,402

49,844,402

Amount owing to ultimate


holding company

6,072,479

6,072,479

Hire-purchase payables

815,103

815,103

Borrowings

23,482,115

23,482,115

The Group 2015

Financial
liabilities at
amortised
cost
RM

Total
RM

Financial assets

Cash and cash equivalents

Financial liabilities

The Group 2014


Financial assets

Cash and cash equivalents

Financial liabilities

annual report 2015

125

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

Loans and
receivables
RM

Available-for-sale
financial assets
RM

Financial
liabilities at
amortised
cost
RM

64,897

64,897

90,128,000

90,128,000

The Company 2015

Total
RM

Financial Assets
Trade and other receivables
Amount owing by subsidiaries

40,000

40,000

26,063,392

18,339,842

44,403,234

10,312,054

10,312,054

Trade and other payables

7,583,142

7,583,142

Amount owing to ultimate holding company

5,917,755

5,917,755

5,370

5,370

133,841,597

133,841,597

44,000

44,000

19,845,929

15,426,494

35,272,423

10,062,000

10,062,000

Trade and other payables

7,826,994

7,826,994

Amount owing to ultimate holding company

5,917,755

5,917,755

Amount owing by associates


Cash and cash equivalents
Other investments - quoted unit trusts
Financial Liabilities

The Company 2014


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

Financial Risk Management Objectives and Policies


Risk management is integral to the whole business of the Group and of the Company. Management continually monitors the Groups and the Companys
risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are
reviewed regularly to reflect changes in the market conditions and the Groups and the Companys activities.
There have been no changes to the Groups and the Companys exposure to these financial risks or the manner in which it manages and measures the risk.

(a) Market Risk


The Groups and the Companys activities expose them primarily to the financial risks of changes in foreign currency exchange rates, interest rates and
prices of equity.
There have been no changes to the Groups and the Companys exposure to market risks or the manner in which these risks are managed and
measured.

(i) Foreign Currency Risk Management


The Group is exposed to the effects of foreign currency exchange rate fluctuation primarily in relation to the United States Dollar (USD), Singapore
Dollar (SGD), Thai Baht (BAHT), Chinese Renminbi (RMB), Euro (EUR) and Hong Kong Dollar (HKD) arising from normal trading, investing
and financing activities. Exposure to foreign currency risk is monitored on an ongoing basis and the Group endeavours to keep the net exposure at an
acceptable level.
The Group enters into foreign currency forward contracts to manage its exposure against foreign currency fluctuations on foreign receipts and payments.
The carrying amounts of the Groups foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are
disclosed in Notes 24, 25, 26, 32 and 35.

126

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Foreign currency sensitivity analysis


The following table details the Groups sensitivity to a 3% increase and decrease in RM against the relevant foreign currencies. 3% is the sensitivity rate
used when reporting foreign currency risk internally to key management personnel and represents managements assessment of the reasonable possible
change in foreign exchange rates in next 12 months.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a
3% change in foreign currency rates. A positive/(negative) number below indicates an increase/(decrease) in profit net of tax and equity, where relevant
currencies strengthen 3% against RM. For a 3% weakening of relevant currencies against RM, there would be a comparable reversed impact on the
profit net of tax and equity, and the balances below would be negative.
Profit or Loss
2015
RM

Equity
2014
RM

2015
RM

2014
RM

SGD

61,175

49,883

125,030

85,903

USD

56,647

88,348

23,762

(103,903)

BAHT

2,023

(3,120)

EUR

(34,387)

RMB

(1,598)

22,232

13,100

22,232

HKD

(688)

381,876

439,236

The above impact are mainly attributable to the exposure on relevant currencies for receivables, bank balances, payables, borrowings and amount owing
by associates of the Group outstanding at the end of the reporting period. In the opinion of the management, the sensitivity analysis is unrepresentative of
the inherent foreign exchange risk as the year end exposure does not reflect the full exposure of the Group during the year.

(ii) Interest Rate Risk Management


Interest rate risk is the risk that the fair value or future cash flows of the Groups financial instruments will fluctuate because of changes in market
interest rates. The Groups exposure to interest rate risk arises primarily from its borrowings.
Interest rate sensitivity analysis
At the end of the reporting date, if interest rates had been 100 (2014: 100) basis points lower/higher, with all other variables held constant, the Groups
profit net of tax would have been RM145,000 (2014: RM176,116) higher/lower arising mainly as a result of lower/higher interest expense on floating
rate borrowings. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

(iii) Equity Price Risk Management


The Group and the Company are exposed to price risk arising from equity investments. Equity investments are held for strategic rather than trading purposes.
Equity price sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to equity price risk at the end of the reporting period.
If equity prices had been 1% higher/lower, the Groups:
profit for the year would not be affected as the equity investments are classified as available-for-sale and there are no plans for disposal and no
indications of impairment; and
other comprehensive income for the year would increase/decrease by RM721,000 (2014: RM665,168) as a result of the changes in fair value of
available-for-sale unit trusts.
The Groups sensitivity to equity prices has not changed significantly from the prior period.
If equity prices had been 1% higher/lower, the Companys:
profit for the year would not be affected as the equity investments are classified as available-for-sale and there are no plans for disposal and no
indications of impairment; and
other comprehensive income for the year would increase/decrease by RM287,000 (2014: increase/decrease by RM254,885) as a result of the
changes in fair value of available-for-sale unit trusts.
The Companys sensitivity to equity prices has not changed significantly from the prior period.
annual report 2015

127

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


(b) Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and the Company. The
Group and the Company have adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from
defaults. The exposure of the Group to credit risk arises principally from its receivables and other financial assets while the exposure of the Company to
credit risk arises from its receivables, intercompany balances, financial guarantees given to licensed banks for credit facilities granted to subsidiaries and
other financial assets.
Receivables
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is
performed on the financial condition of account receivables.
As the Group does not hold any collateral, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the
statement of financial position.
A significant portion of trade receivables are regular customers of the Group. The Group uses ageing analysis to monitor the credit quality of the trade
receivables.
At the end of the reporting period, the Company is subject to significant concentration of credit risk as 14% (2014: 11%) of its trade receivable were
owed by top 3 (2014: 3) customers. Majority of these amounts have been received since the year end.
For other receivables, management does not foresee any credit risk due to the nature of other receivables which comprise mainly advances granted
which are repayable upon demand.
The ageing of trade receivables that are past due is disclosed in Note 24.
Intercompany Balances
The Company provided unsecured advances to its subsidiaries. There is no fixed repayment terms imposed on intercompany balances as the credit
risk is managed on a group basis by the management of the Company to ensure that risk of losses incurred by the Company due to non-repayment by
subsidiaries, is minimal.
At the end of the reporting period, the maximum exposure to credit risk is represented by the carrying amounts in the statement of financial position.
At the end of the reporting period, there was no indication that the balances due from subsidiaries are not recoverable.
Financial Guarantee
The Company provides unsecured financial guarantees to licensed banks in respect of credit facilities granted to subsidiaries. The Company monitors on
an ongoing basis the trend of repayments made by the subsidiaries.
The maximum exposure to credit risk amounts to RM17,351,159 (2014: RM20,393,276) representing the outstanding balances of credit facilities of
subsidiaries in which financial guarantees are given as of the end of the reporting period.
At the end of the reporting period, there was no indication that the subsidiaries would default on repayment.
Other Financial Assets
The credit risk on liquid funds are limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

(c) Liquidity and Cash Flow Risks Management


Ultimate responsibility for liquidity and cash flow risks management rests with the Board of Directors, which has established an appropriate liquidity and
cash flow risks management framework for the management of the Groups and of the Companys short, medium and long-term funding and liquidity
and cash flow management requirements. The Group and the Company manage liquidity and cash flow risks by maintaining adequate reserves and
banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities.
The Group and the Company expect that the cash generated from its operations, its existing credit facilities and the trade terms provided by its suppliers will
be sufficient to meet the Groups and the Companys currently anticipated capital expenditure and working capital needs for at least the next 12 months.
The Group has credit facilities of approximately RM14,756,000 (2014: RM11,661,000) which are unused at the end of the reporting period. The Group
expects to meet its financial obligations from its operating cash flows and proceeds from maturing financial assets.

128

annual report 2015

OLDTOWN BERHAD (797771-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 date based on the
undiscounted cash flows of the respective financial assets/liabilities representing the earliest date on which the Group and the Company are entitled to
receive/required to pay, is as follows:
The Group 2015

On demand or
within 1 year
RM

1 year
to 5 years
RM

Over
5 years
RM

Total
RM

Other investments

27,136,955

1,057,567

28,194,522

Trade and other receivables

55,589,168

55,589,168

Amount owing by associates

2,885,801

343,408

3,229,209

136,832,329

136,832,329

222,444,253

343,408

1,057,567

223,845,228

63,037,195

63,037,195

6,068,859

6,068,859

144,371

65,463

209,834

4,324,693

16,522,522

672,685

21,519,900

73,575,118

16,587,985

672,685

90,835,788

148,869,135

(16,244,577)

384,882

133,009,440

Other investments

10,062,000

1,086,567

11,148,567

Trade and other receivables

42,107,560

42,107,560

Amount owing by associates

1,562,022

1,562,022

158,034,561

158,034,561

211,766,143

1,086,567

212,852,710

49,844,402

49,844,402

6,072,479

6,072,479

582,175

276,352

3,039

861,566

4,176,078

17,616,353

4,587,079

26,379,510

60,675,134

17,892,705

4,590,118

83,157,957

151,091,009

(17,892,705)

(3,503,551)

129,694,753

Non-derivative financial assets:

Cash and cash equivalents


Total undiscounted non-derivative financial assets
Non-derivative financial liabilities:
Trade and other payables
Amount owing to ultimate holding company
Hire-purchase payables
Borrowings
Total undiscounted non-derivative financial liabilities
Net undiscounted non-derivative financial assets/(liabilities)
The Group 2014
Non-derivative financial assets:

Cash and cash equivalents


Total undiscounted non-derivative financial assets
Non-derivative financial liabilities:
Trade and other payables
Amount owing to ultimate holding company
Hire-purchase payables
Borrowings
Total undiscounted non-derivative financial liabilities
Net undiscounted non-derivative financial assets/(liabilities)

annual report 2015

129

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

The Company 2015

On demand or
within 1 year
RM

1 year
to 5 years
RM

Over
5 years
RM

Total
RM

10,312,054

10,312,054

64,897

64,897

90,128,000

90,128,000

Amount owing by associate

40,000

40,000

Cash and cash equivalents

45,139,304

45,139,304

145,684,255

145,684,255

Trade and other payables

7,583,142

7,583,142

Amount owing to ultimate holding company

5,917,755

5,917,755

13,500,897

13,500,897

Non-derivative financial assets:


Other investments
Trade and other receivables
Amount owing by subsidiaries

Total undiscounted non-derivative financial assets


Non-derivative financial liabilities:

Total undiscounted non-derivative financial liabilities

132,183,358

132,183,358

10,062,000

10,062,000

5,370

5,370

133,841,597

133,841,597

44,000

44,000

35,756,663

35,756,663

179,709,630

179,709,630

Trade and other payables

7,826,994

7,826,994

Amount owing to ultimate holding company

5,917,755

5,917,755

13,744,749

13,744,749

165,964,881

165,964,881

Net undiscounted non-derivative financial assets


The Company 2014
Non-derivative financial assets:
Other investments
Trade and other receivables
Amount owing by subsidiaries
Amount owing by associates
Cash and cash equivalents
Total undiscounted non-derivative financial assets
Non-derivative financial liabilities:

Total undiscounted non-derivative financial liabilities


Net undiscounted non-derivative financial assets

(d) Capital Risk Management


The Group and the Company manage their capital to ensure the Group and the Company will be able to continue as going concern while maximising
the return to stakeholders through the optimisation of the debt and equity balance. The Groups and the Companys overall strategy remain
unchanged from 2014.
The capital structure of the Group and of the Company consists of net debt and equity of the Group and of the Company.

130

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Fair Values of Financial Assets and Financial Liabilities


Foreign exchange forward contracts
The notional amounts and estimated fair values of the Groups foreign currency forward contracts outstanding at the end of the reporting period are as follows:
2015

USD

Foreign
currency

Notional
value
(RM)

Fair value

2,550,000

8,418,000

1,025,900

The fair values of foreign currency forward contracts, which are categorised as Level 2 in the fair value hierarchy, are calculated by reference to the
current rates for contracts with similar maturity profiles and is included in other payables of the Group as mentioned Note 35.
Financial instruments carried at amortised cost
The carrying amounts of short-term financial assets and financial liabilities approximate their respective fair values due to the relatively short-term
maturity of these financial instruments.
The fair values of investments on unquoted shares are not established as it cannot be measured reliably without incurring excessive cost. Investment in
unquoted shares is measured at cost. The Group intends to hold the unquoted investment on a long-term basis.
The fair values of hire-purchase payables and borrowings, which are categorised as Level 2 in the fair value hierarchy, have been estimated using
discounted cash flow analysis based on the current borrowing rates for similar types of hire-purchase and borrowings arrangements and approximate
their carrying amounts.
The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to the financial statements.

38. Statements of Cash Flows


(a) Purchase of property, plant and equipment
Property, plant and equipment were acquired by the following means:
The Group

Cash purchase
Amount owing to other payables
Advance payment for acquisition of property, plant and
equipment in previous year

The Company
2015
2014
RM
RM

2015
RM

2014
RM

11,552,936

17,365,805

154,282

98,594

2,417,396

2,615,680

61,150

10,823

45,360

174,228

14,015,692

20,155,713

215,432

109,417

annual report 2015

131

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements


(b) Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents include fixed deposits, short-term investment funds and cash and bank
balances. Cash and cash equivalents at the end of the reporting period as shown in the statements of cash flows can be reconciled to the related items
in the statements of financial position as follows:
The Group

The Company
2015
2014
RM
RM

2015
RM

2014
RM

1,791,482

788,806

Short-term investment funds

63,518,946

69,250,378

26,009,554

19,764,867

Cash and bank balances

24,750,128

29,844,736

53,838

81,062

Other cash equivalents

44,920,216

56,454,766

18,339,842

15,426,494

134,980,772

156,338,686

44,403,234

35,272,423

(776,175)

(788,806)

134,204,597

155,549,880

44,403,234

Fixed deposits

Less: Fixed deposits held on lien to local licensed banks

35,272,423

39. Operating Lease Arrangements


Operating lease for the Group relates to leases of offices, outlets, billboards, factory, warehouses, hostels and kitchen equipment with average term of 1
to 3 years (2014: 1.5 to 3 years).
All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew.
The lessee does not have an option to purchase the leased offices, outlets, billboards, factory, warehouses, hostels and kitchen equipment at the expiry
of the lease period.
Payment recognised as an expense:
The Group

Minimum lease payments

2015
RM

2014
RM

12,243,173

11,197,397

Non-cancellable operating lease commitments are as follows:


The Group

Within one year


In the second to fifth year inclusive

2015
RM

2014
RM

10,424,631

9,798,503

7,592,068

6,671,787

18,016,699

16,470,290

40. Capital Commitments


As of March 31, 2015, the Group and the Company have the following capital expenditure in respect of property, plant and equipment:
The Group

Approved and contracted for

132

annual report 2015

2015
RM

2014
RM

5,599,211

368,548

The Company
2015
2014
RM
RM
129,389

204,660

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

41. Significant Event


On January 27, 2015, Oldtown Logistics Sdn. Bhd. (OTL) has entered into a Sale and Purchase Agreement with Join Dream Group Limited (JD
Group) and Mr. Lai Sui Hong to acquire 5,100 ordinary shares of Hong Kong Dollar One (HKD1.00) each in April Eight (China) Limited (AEC), for a total
cash consideration of HKD3 million (equivalent to RM1,400,400) from JD Group. OTL has also simultaneously entered into a conditional Shareholders
Agreement with JD Group and AEC to set out the respective rights and obligations of the shareholders of AEC with respect to the organisation,
management and operation of AEC. AEC owns a wholly foreign owned subsidiary, Guangzhou Supreme Food Service Limited (GSF), in Guangdong,
Peoples Republic of China (PRC), with registered share capital of Renminbi (RMB)1,000,000. The principal activity of GSF is involved in central kitchen
business in Guangzhou, PRC. As of the end of the financial year, the transaction has not been finalised, and the above acquisition has not been reflected
as the OTLs investments.

42. Comparative Figures


The following comparative figures in the financial statements have been restated to conform with current years presentation:
The Group

As previously
reported
RM

Reclassification
RM

As restated
RM

382,171,650

8,022,358

390,194,008

11,748,757

(8,022,358)

3,726,399

Other investments

66,516,766

(56,454,766)

10,062,000

Cash and cash equivalents

99,883,920

56,454,766

156,338,686

1,123,305

1,123,305

(81,426)

59

(81,367)

64,541,924

(5,000,373)

59,541,551

(59,773,804)

45,037,586

(14,736,218)

Cash and cash equivalents at beginning of year

83,668,022

15,294,189

98,962,211

Cash and cash equivalents at end of year

99,095,114

56,454,766

155,549,880

Other investments

25,693,547

(15,294,189)

10,399,358

Cash and cash equivalents

86,227,153

15,294,189

101,521,342

For the year ended March 31, 2014


Statement of profit or loss and other comprehensive income
Revenue
Other operating income
As of March 31, 2014
Statement of financial position
Current assets

For the year ended March 31, 2014


Statement of cash flows
Cash Flows From/(Used In) Operating Activities
Adjustments for:
Changes in fair values of available-for-sale financial assets
Gain on disposal of other investment
Cash Flows From/(Used In) Investing Activities
Proceeds from disposal of other investment
Purchase of other investments

As of April 1, 2013
Statement of financial position
Current assets

annual report 2015

133

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notes to the financial statements

The Company

As previously
reported
RM

Reclassification
RM

As restated
RM

Other investments

25,488,494

(15,426,494)

10,062,000

Cash and cash equivalents

19,845,929

15,426,494

35,272,423

395,610

395,610

(15,000,000)

5,000,000

(10,000,000)

Cash and cash equivalents at beginning of year

29,343,928

10,030,884

39,374,812

Cash and cash equivalents at end of year

19,845,929

15,426,494

35,272,423

Other investments

15,047,654

(10,030,884)

5,016,770

Cash and cash equivalents

29,343,928

10,030,884

39,374,812

As of March 31, 2014


Statement of financial position
Current assets

For the year ended March 31, 2014


Statement of cash flows
Cash Flows From/(Used In) Operating Activities
Adjustments for:
Changes in fair values of available-for-sale financial assets
Cash Flows From/(Used In) Investing Activities
Purchase of other investments

As of April 1, 2013
Statement of financial position
Current assets

134

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

43. Supplementary Information - Disclosure On Realised And Unrealised Profits Or Losses


The breakdown of the retained earnings of the Group and of the Company as of March 31, 2015 into realised and unrealised profits or losses, pursuant
to the directive issued by Bursa Malaysia Securities Berhad on March 25, 2010, is as follows:
The Group

The Company
2015
2014
RM
RM

2015
RM

2014
RM

147,209,565

134,415,997

20,120,599

2,298,506

(1,470,308)

(2,150,198)

(236,875)

(27,228)

96,361

71,262

145,598,743

132,309,833

20,120,599

2,298,506

Add: Consolidation adjustments

(30,981,529)

(38,513,700)

Total retained earnings as per statements


of financial position

114,617,214

93,796,133

20,120,599

2,298,506

Total retained earnings of the Company


and its subsidiaries
Realised
Unrealised
Total share of retained earnings from associates
Realised
Unrealised

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.

annual report 2015

135

OLDTOWN BERHAD (797771-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, 2015 and of the financial performance and the cash flows of
the Group and of the Company for the year ended on that date.
The supplementary information set out in Note 43, which is not part of the financial statements, is prepared in all material respects, in accordance with
Guidance on Special Matter No. 1 Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed in accordance with a resolution of the Directors,


DATUK DR. AHMED TASIR BIN LOPE PIHIE,
PJN, PMP, JSM, FASc
MR. LEE SIEW HENG
July 13, 2015

declaration by the officer primarily


responsible for the financial
management of the company

I, MS. CHAO KAR PO (IC No. 700629-08-5628), the officer primarily responsible for the financial management of OLDTOWN BERHAD, do solemnly and
sincerely declare that the accompanying financial statements are, in my opinion, correct and I make this solemn declaration conscientiously believing the
same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
MS. CHAO KAR PO
Subscribed and solemnly declared by the abovenamed
MS. CHAO KAR PO at IPOH this 13th day of July, 2015.

Before me,

COMMISSIONER FOR OATHS

136

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

list of properties
owned by oldtown group
No

Title/Location
Description and
Existing Use/
Number of storey

A-5-4, Fairville Apartment,


Jalan USJ 22/1,
47630 UEP Subang Jaya,
Selangor Darul Ehsan.

Approximate
Land Area /
Built up Area
(Sq feet)

Tenure

Aproximate
Age of Building
(Years) as at
31.03.2015

Audited Net
Book Value as
at 31.03.2015
(RM)

Date of
Revaluation/
*Date of
Acquisition

Apartment used as
accommodation for
factory staff

Built-up
area : 818

Freehold

14 years

135,420

07.01.2011*

Apartment used as
accommodation for
factory staff

Built-up
area : 818

Freehold

14 years

139,995

03.01.2011*

Apartment used as
accommodation for
factory staff

Built-up
area : 818

Freehold

14 years

150,975

25.01.2011*

Apartment used as
accommodation for
factory staff

Built-up
area : 818

Freehold

14 years

197,142

06.12.2012*

Apartment used as
accommodation for
factory staff

Built- up
area : 818

Freehold

14 years

141,825

04.01.2011*

Apartment used as
accommodation for
factory staff

Built-up
area: 818

Freehold

14 years

141,825

04.01.2011*

This apartment is held under strata title


Geran 52283/M1/5/154,
Lot No. 49175, District of Petaling,
Town of Subang Jaya,
State of Selangor.
2

B-4-4, Fairville Apartment,


Jalan USJ 22/1,
47630 UEP Subang Jaya,
Selangor Darul Ehsan.
This apartment is held under strata title
Geran 52283/M1/4/131,
Lot No. 49175, District of Petaling,
Town of Subang Jaya,
State of Selangor.

C-3-7, Fairville Apartment,


Jalan USJ 22/1,
47630 UEP Subang Jaya,
Selangor Darul Ehsan.
This apartment is held under strata title
Geran 52283/M1/3/108,
Lot No. 49175, District of Petaling,
Town of Subang Jaya,
State of Selangor.

C-5-3, Fairville Apartment,


Jalan USJ 22/1,
47630 UEP Subang Jaya
Selangor Darul Ehsan.
This apartment is held under strata title
Geran 52283/M1/5/186,
Lot No. 49175, District of Petaling,
Town of Subang Jaya,
State of Selangor.

C-8-8, Fairville Apartment,


Jalan USJ 22/1,
47630 UEP Subang Jaya,
Selangor Darul Ehsan.
This apartment is held under strata title
Geran 52283/M1-B/8/229,
Lot No. 49175, District of Petaling,
Town of Subang Jaya,
State of Selangor.

C-8-10, Fairville Apartment,


Jalan USJ 22/1,
47630 UEP Subang Jaya,
Selangor Darul Ehsan.
This apartment is held under strata title
Geran 52283/M1-B/8/231,
Lot No. 49175, District of Petaling,
Town of Subang Jaya,
State of Selangor.

annual report 2015

137

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

list of properties
owned by oldtown group
No

Title/Location

No. 21, Lebuh Bercham (S) 2/8,


Kawasan Perindustrian Bercham,
31400 Ipoh, Perak Darul Ridzuan.

Description and
Existing Use/
Number of storey

Approximate
Land Area /
Built up Area
(Sq feet)

Factory and office /


1 storey

2,399 /
2,400

Leasehold of
60 years,
expiring on
29.03.2052

18 years

221,616

10.02.2009*

Factory and office /


1 storey

2,399 /
2,400

Leasehold of
60 years,
expiring on
29.03.2052

18 years

205,163

04.05.2006*

The land is vacant.


A portion of the land
was leased to Tenaga
Nasional Berhad for
a period of 30 years
expiring on 14.02.2026

Land area:
21,466

Leasehold of
99 years,
expiring on
17.04.2093

N/A

362,880

18.08.2006*

This land is vacant

Land area:
59,656

Leasehold of
99 years,
expiring on
09.12.2107

N/A

5,996,338

18.05.2010*

The 1 storey factory and office is held


under individual title PN 287301, Lot
195649 (previously held under H.S.(D)
70419 PT 115157) in the Mukim of
Hulu Kinta, District of Kinta,
State of Perak Darul Ridzuan.
8

No. 19, Lebuh Bercham (S) 2/8,


Kawasan Perindustrian Bercham,
31400 Ipoh, Perak Darul Ridzuan.
The 1 storey factory and office is held
under individual title PN 287302, Lot
195650 (previously held under H.S.(D)
70420 PT115158) in the Mukim of
Hulu Kinta, District of Kinta,
State of Perak Darul Ridzuan.

Lot 212152 (previously known as PT


126279), Persiaran Tasek Timur 7,
Taman Medan Bercham, 31400 Ipoh, Perak
Darul Ridzuan.
The vacant land is held under individual title
PN346134 Lot 212152 (previously held
under H.S.(D) 33231, PT 126279) in the
Mukim of Hulu Kinta, District of Kinta, State
of Perak Darul Ridzuan.

10

PT77647, Kampung Batu 13 1/2, Puchong,


47150 Puchong, Selangor Darul Ehsan.
This property which is held under individual
title H.S.(M) 30242, PT 77647 Kampung
Batu 13 Puchong in the Mukim and
District of Petaling,
State of Selangor Darul Ehsan.

Tenure

Aproximate
Age of Building
(Years) as at
31.03.2015

Audited Net
Book Value as
at 31.03.2015
(RM)

Date of
Revaluation/
*Date of
Acquisition

11

No. 166, Jalan Labrooy, Taman Merdeka,


30100 Ipoh, Perak, held under land issue
document of title described as Pajakan
Negeri No. Hakmilik 145225 for Lot 8053U
in Bandar Ipoh (U), Daerah Kinta,
Negeri Perak.

A double storey
bungalow rented to a
Children Home for
RM1 per month /
2 storeys

5,595 /
4,064

Leasehold of
999 years,
expiring on
28.09.2894

9 years

650,000

31.03.2015

12

No. 248, 248A and 248B,


Jalan Raja Dr Nazrin Shah, 31350 Ipoh.

The ground & first


floor of the 3 storey
shop office are used to
operate an OLDTOWN
WHITE COFFEE cafe
outlet. The second floor
and a portion of the
first floor of the 3 storey
shop office are rented to
a private entity /
3 storeys

4,067 /
11,298

999 years
expiring on
06.10.2896

7 years

4,969,200

21.01.2015*

The 3-storey business premises is held


under individual title described as
H.S.(D) 170294 PT218065, Mukim Hulu
Kinta, Daerah Kinta, in the State of Perak.

138

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

No

Title/Location
Description and
Existing Use/
Number of storey

13

No.72, Solok Pendamar Indah 1,


Tmn Pendamar Indah, 42000 Port Klang,
Selangor Darul Ehsan.
The 3 storey shop office is held under
individual title GRN 279149, Lot 123298
(previously held under H.S.(D) 113157, PT
114925), in the Mukim of Klang,
District of Klang,
State of Selangor Darul Ehsan.

14

No. 70, Solok Pendamar Indah 1,


Tmn Pendamar Indah, 42000 Port Klang,
Selangor Darul Ehsan.
The 3 storey shop office is held under
individual title GRN 279150, Lot 123299
(previously held under H.S (D) 113158, PT
114926), in the Mukim of Klang,
District of Klang,
State of Selangor Darul Ehsan.

15

No. 55, 55-1, and 55-2,


Jalan Rampai Niaga 5, Medan Niaga
Rampai, 53300 Kuala Lumpur.
The 3 storey shop office is held under
individual title Pajakan Negeri (WP) No.
Hakmilik : 49982 Lot 200210 (formerly
known as H.S.(D) 117765 PT No 9138)
in the Mukim of Setapak,
District of Kuala Lumpur,
Negeri Wilayah Persekutuan KL.

16

No. 34 & 34A, Persiaran Kuala Kangsar 1,


Taman Wing Onn, Kuala Kangsar Road,
30010 Ipoh, Perak.
The double storey shoplot forms part of
a shop/commercial building development
which is situated under the master titles
PN 286717 Lot 6102U;
PN 286720 Lot 6103U;
PN 286721 Lot 6104U;
PN 286723 Lot 6105U;
PN 286725 Lot 6106U;
PN 286731 Lot 6107U;
PN 286733 Lot 6108U;
PN 286991 Lot 6142U;
PN 286992 Lot 6143U;
PN 286993 Lot 6144U;
Part of PN 286735 Lot 6109U and
Part of PN 286994 Lot 6145U all in
Bandar Ipoh (U) Daerah Kinta, Negeri Perak.
The property has yet to be issued with an
individual strata title.

Approximate
Land Area /
Built up Area
(Sq feet)

Tenure

Aproximate
Age of Building
(Years) as at
31.03.2015

Audited Net
Book Value as
at 31.03.2015
(RM)

Date of
Revaluation/
*Date of
Acquisition

The ground floor of the


3 storey shop office
is used to operate
an OLDTOWN WHITE
COFFEE cafe outlet. The
first and second floors of
the 3 storeys shop office
are rented to a private
entity / 3 storeys

2,830 /
8,365

Freehold

6 years

1,822,500

16.12.2014*

The ground, first and


second floors of the
3 storey shop office are
rented to private entities
/ 3 storeys

1,399 /
4,168

Freehold

6 years

877,500

16.12.2014*

The ground and first


floors are used to
operate an OLDTOWN
WHITE COFFEE cafe
outlet. The second floor
is for general use
and storage purposes in
relation to the operation
of the cafe / 3 storeys

4,767/
12,854

Leasehold of
of 99 years
expiring on
28.03.2106

6 years

4,800,000

The ground floor of the


2 storey shop office
is used to operate
an OLDTOWN WHITE
COFFEE cafe outlet.
The 2nd floor is vacant
and is for rent /
2 storeys

Built-up area
: 4,147

Leasehold of
999 years,
expiring on
30.12.2896

1 year

1,578,640

16.12.2014*

21.09.2012*

annual report 2015

139

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

list of properties
owned by oldtown group
No

Title/Location
Description and
Existing Use/
Number of storey

17

No. 32 & 32A, Persiaran Kuala Kangsar 1,


Taman Wing Onn, Kuala Kangsar Road,
30010 Ipoh, Perak.
The double storey shoplot forms part of
a shop/commercial building development
which is situated under the master titles
PN 286717 Lot 6102U;
PN 286720 Lot 6103U;
PN 286721 Lot 6104U;
PN 286723 Lot 6105U;
PN 286725 Lot 6106U;
PN 286731 Lot 6107U;
PN 286733 Lot 6108U;
PN 286991 Lot 6142U;
PN 286992 Lot 6143U;
PN 286993 Lot 6144U;
Part of PN 286735 Lot 6109U and
Part of PN 286994 Lot 6145U all in
Bandar Ipoh (U) Daerah Kinta, Negeri Perak.
The property has yet to be issued with an
individual strata title.

18

No. 2, Jalan Portland,


Kawasan Perindustrian Tasek,
31400 Ipoh, Perak Darul Ridzuan.
The Industrial Complex consisting of a 3
storey detached office, a 2 storey recreation
block and canteen, a 2 storey detached
factory, a single storey detached warehouse
and some ancillary structures, is held under
individual title Pajakan Negeri No. Hakmilik
2864, Lot No. 60178 in the Mukim of
Hulu Kinta, State of Perak Darul Ridzuan.

19

No. 11, Persiaran Industri Rapat 2,


Kawasan Perindustrian Sri Rapat,
31350 Ipoh, Perak Darul Ridzuan.

Approximate
Land Area /
Built up Area
(Sq feet)

No. 13, Persiaran Industri Rapat 2,


Kawasan Perindustrian Sri Rapat,
31350 Ipoh, Perak Darul Ridzuan.
The 1 storey semi-detached factory and
office is held under individual title
PN 350434 Lot 221578 (formerly known
as H.S(D) 41502, PT 132752), in the
Mukim of Hulu Kinta, District of Kinta,
State of Perak Darul Ridzuan.

140

annual report 2015

Audited Net
Book Value as
at 31.03.2015
(RM)

Date of
Revaluation/
*Date of
Acquisition

The 2 -storey shop


office is vacant
and is for rent /
2 storeys

Built-up area:
3,160

Leasehold of
999 years,
expiring on
30.12.2896

1 year

896,064

21.09.2012*

Office,
recreation block
and canteen,
factory,
warehouse /
3 storeys
2 storeys
2 storeys
1 storey

391,923 /
207,549

Leasehold of
99 years
expiring on
01.07.2072

2 years

49,747,071

09.01.2013

Factory and office /


1 storeys

10,491 /
9,770

Leasehold of
99 years,
expiring on
04.07.2094

18 years

820,000

31.03.2015

Factory
and office /
1 storeys

10,491 /
7,780

Leasehold of
99 years,
expiring on
04.07.2094

18 years

800,000

31.03.2015

The 1 storey semi-detached factory and


office is held under individual title
PN 350435 Lot 221579 (formerly known
as H.S(D) 41503, PT 132753), in the
Mukim of Hulu Kinta, District of Kinta,
State of Perak Darul Ridzuan.
20

Tenure

Aproximate
Age of Building
(Years) as at
31.03.2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

No

Title/Location
Description and
Existing Use/
Number of storey

21

No. 1, Persiaran Tasek Timur 6,


Taman Medan Bercham, 31400 Ipoh,
Perak Darul Ridzuan.
The 4 storey factory and office is held
under the following individual titles:
a) PN 296889, Lot 179748
(previously held under H.S(D) 3733);
b) PN 296887, Lot 179747
(previously held under H.S(D) 3732);
c) PN 296890, Lot 179749
(previously held under H.S(D) 3734);
d) PN 296891, Lot 179750
(previously held under H.S(D) 3735); and
e) PN 296892, Lot 179751
(previously held under H.S(D) 3736)

Approximate
Land Area /
Built up Area
(Sq feet)

Tenure

Aproximate
Age of Building
(Years) as at
31.03.2015

Audited Net
Book Value as
at 31.03.2015
(RM)

Date of
Revaluation/
*Date of
Acquisition

Factory was vacant


wef April 2014 since
relocation of all its
operation to the new
Factory in Tasek Ipoh
and has since been
used for storage of
machinery / 4 storeys

10,168 /
40,507

Leasehold of
99 years,
expiring on
27.04.2088

23 years

1,224,819

27.07.2005*

Used as staff
accommodation /
2 storeys

2,830 /
2,482

Leasehold of
99 years,
expiring on
22.05.2089

3 years

246,567

28.06.2012*

Used as staff
accommodation /
2 storeys

1,539 /
1,859

Leasehold of
99 years,
expiring on
22.05.2089

3 years

191,811

16.01.2012*

Used as staff
accommodation /
2 storeys

1,539 /
1,859

Leasehold of
99 years,
expiring on
22.05.2089

3 years

191,811

16.01.2012*

Used as staff
accommodation /
2 storeys

1,539 /
1,859

Leasehold of
99 years,
expiring on
22.05.2089

3 years

191,811

16.01.2012*

The shop lot is rented


out to a private entity /
1 storey

Built up area:
600

Freehold

18 years

750,000

31.03.2015

All in the Mukim of Hulu Kinta, District of


Kinta, State of Perak Darul Ridzuan.
22

No. 1, Jalan Tasek Lama, Taman Tasek,


31400 Ipoh, Perak Darul Ridzuan.
This double storey terrace house is held
under individual title Pajakan Negeri
127284, Lot 177851, in the Mukim of
Hulu Kinta, Daerah Kinta,
Negeri Perak Darul Ridzuan.

23

No. 3, Jalan Tasek Lama, Taman Tasek,


31400 Ipoh, Perak Darul Ridzuan.
This double storey terrace house is held
under individual title Pajakan Negeri
127285, Lot 177852, in the Mukim of
Hulu Kinta, Daerah Kinta,
Negeri Perak Darul Ridzuan.

24

No. 5, Jalan Tasek Lama, Taman Tasek,


31400 Ipoh, Perak Darul Ridzuan.
This double storey terrace house is held
under individual title Pajakan Negeri
127286, Lot 177853, in the Mukim of
Hulu Kinta, Daerah Kinta,
Negeri Perak Darul Ridzuan.

25

No. 7, Jalan Tasek Lama, Taman Tasek,


31400 Ipoh, Perak Darul Ridzuan.
This double storey terrace house is held
under individual title Pajakan Negeri
127287, Lot 177854, in the Mukim of
Hulu Kinta, Daerah Kinta,
Negeri Perak Darul Ridzuan.

26

Lot No. 3A-G-26, Kompleks Bukit Jambul,


Jalan Rumbia, 11900 Bayan Lepas, Penang.
The 1 storey shop lot, forms part of a
complex known as Kompleks Bukit Jambul,
which is situated under parent lot title
GRN 61275, Lot 9954 in the Mukim 13,
District of Timor Laut, State of Penang.
The property has yet to be issued with an
individual strata title.

Note: The conversion from sq m to sq ft is calculated as 1 sq m x 10.76 sq ft unless the land area is stated as sq ft in the land title

annual report 2015

141

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

analysis of shareholdings
as at 10 July 2015

Share Capital
Authorised Share Capital

RM500,000,000

Issued and paid-up share capital

RM453,597,242 (including 11,462,900 treasury shares of RM1.00 each)

Class of Shares

Ordinary shares of RM1.00 each

Voting rights

One (1) vote per ordinary share

Analysis Of Shareholdings
Size of Shareholdings

No of
Shareholders

No of
Shares of OTB

% of Issued
Share Capital*

Less than 100

166

3.76

7,227

0.00

100 to 1,000

567

12.85

350,495

0.08

2,789

63.19

11,788,880

2.67

10,001 to 100,000

760

17.22

21,031,404

4.76

100,001 to 22,106,716
(less than 5% of the issued share capital)

130

2.94

185,412,345

41.93

0.04

223,543,991

50.56

4,414

100.00

442,134,342

100.00

1,001 to 10,000

22,106,717 and above


(5% of the issued shares and above)
Total

142

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Substantial Shareholders
As per the Register of Substantial Shareholders
Name

Old Town International Sdn Bhd

Direct Interest
No of
% of Issued
Shares Held
Share Capital*

Indirect Interest
No of
% of Issued
Shares Held
Share Capital*

197,258,500

44.62

Lee Siew Heng

6,250,000

1.41

197,258,500 (1)

44.62

Goh Ching Mun

375,000

0.08

197,258,500 (1)

44.62

Lee Siew Ming

197,296,000 (2)

44.62

Franklin Resources, Inc

46,807,600

10.59

Mawer Investment Management Ltd.

45,072,450

10.19

Directors Interest In Shares


As per the Register of Directors Shareholdings
Name

Datuk Dr. Ahmed Tasir Bin Lope Pihie

Direct Interest
No of
% of Issued
Shares Held
Share Capital*

Indirect Interest
No of
% of Issued
Shares Held
Share Capital*

25,000

0.01

6,250,000

1.41

197,258,500 (1)

44.62

Clarence DSilva A/L Leon DSilva

125,000

0.03

Goh Ching Mun

375,000

0.08

197,258,500 (1)

44.62

Tan Say Yap

465,937

0.11

Dato Wong Guang Seng

Chuah Seong Meng

Tan Chon Ing @ Tan Chong Ling

Lee Siew Heng

Notes:(1) Deemed interested by virtue of his shareholdings in Old Town International Sdn Bhd, pursuant to Section 6A of the Companies Act, 1965
(2) Deemed interested by virtue of his shareholdings in Old Town International Sdn Bhd, Conneczone Puchong Sdn Bhd and Carefree Avenue Sdn Bhd pursuant to
Section 6A of the Companies Act, 1965
* Calculated based on 442,134,342 shares with voting rights, which does not include 11,462,900 treasury shares

annual report 2015

143

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

analysis of shareholdings
as at 10 July 2015

Top Thirty Security Account Holders


(without aggregating the securities from different securities accounts belonging to the same Depositor)
No

NAME

No of
Shares Held

% of Issued
Share Capital*

OLD TOWN INTERNATIONAL SDN BHD

189,886,000

42.95

CARTABAN NOMINEES (ASING) SDN BHD


SSBT FUND MMGN FOR MAWER GLOBAL SMALL CAP FUND

33,657,991

7.61

HSBC NOMINEES (ASING) SDN BHD


EXEMPT AN FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (U.S.A.)

17,064,050

3.86

CARTABAN NOMINEES (ASING) SDN BHD


EXEMPT AN FOR RBC INVESTOR SERVICES TRUST (CLIENTS ACCOUNT)

14,555,559

3.29

HSBC NOMINEES (ASING) SDN BHD


BBH AND CO BOSTON FOR MATTHEWS ASIA SMALL COMPANIES FUND

13,431,825

3.04

CITIGROUP NOMINEES (ASING) SDN BHD


EXEMPT AN FOR CITIBANK NEW YORK (NORGES BANK 9)

13,228,175

2.99

HSBC NOMINEES (ASING) SDN BHD


EXEMPT AN FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (SWEDEN)

10,000,000

2.26

HSBC NOMINEES (ASING) SDN BHD


EXEMPT AN FOR J.P. MORGAN BANK LUXEMBOURG S.A.

9,095,100

2.06

CITIGROUP NOMINEES (TEMPATAN) SDN BHD


EMPLOYEES PROVIDENT FUND BOARD (F TEMPLETON)

7,714,200

1.74

10

OLD TOWN INTERNATIONAL SDN. BHD.

7,372,500

1.67

11

UOBM NOMINEES (ASING) SDN BHD


BANQUE DE LUXEMBOURG FOR BL EMERGING MARKETS

6,500,000

1.47

12

CIMSEC NOMINEES (TEMPATAN) SDN BHD


CIMB BANK FOR GOH SIN BONG (MP0081)

6,374,500

1.44

13

LEE SIEW HENG

6,250,000

1.41

14

CITIGROUP NOMINEES (ASING) SDN BHD


CBLDN FOR POHJOLA BANK PLC (CLIENT AC-EUR)

5,959,800

1.35

15

AMANAHRAYA TRUSTEES BERHAD


PUBLIC SMALLCAP FUND

5,150,375

1.16

144

annual report 2015

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

No

NAME

No of
Shares Held

% of Issued
Share Capital*

16

HSBC NOMINEES (TEMPATAN) SDN BHD


HSBC (M) TRUSTEE BHD FOR AMB VALUE TRUST FUND (4249)

4,500,000

1.02

17

UOBM NOMINEES (ASING) SDN BHD


BANQUE DE LUXEMBOURG FOR BL-EQUITIES ASIA

2,422,600

0.55

18

DB (MALAYSIA) NOMINEE (ASING) SDN BHD


SSBT FUND WTAU FOR WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND

2,373,202

0.54

19

CITIGROUP NOMINEES (ASING) SDN BHD


CBNY FOR DFA EMERGING MARKETS SMALL CAP SERIES

2,212,150

0.50

20

AMANAHRAYA TRUSTEES BERHAD


PUBLIC STRATEGIC SMALLCAP FUND

2,154,900

0.49

21

HSBC NOMINEES (ASING) SDN BHD


SG NANTES FOR THE W & W SOUTH EAST ASIAN EQUITY FUND

2,126,875

0.48

22

HSBC NOMINEES (TEMPATAN) SDN BHD


HSBC (M) TRUSTEE BHD FOR AMB ETHICAL TRUST FUND (4256)

2,119,200

0.48

23

CITIGROUP NOMINEES (ASING) SDN BHD


CBNY FOR EMERGING MARKET CORE EQUITY PORTFOLIO DFA INVESTMENT
DIMENSIONS GROUP INC

1,885,125

0.43

24

HLB NOMINEES (TEMPATAN) SDN BHD


PLEDGED SECURITIES ACCOUNT FOR LEE CHIAH CHEANG

1,842,500

0.42

25

CITIGROUP NOMINEES (ASING) SDN BHD


CBHK FOR COMMONWEALTH EMERGING MARKETS FUND 2

1,837,300

0.42

26

HSBC NOMINEES (TEMPATAN) SDN BHD


HSBC (M) TRUSTEE BHD FOR PERTUBUHAN KESELAMATAN SOSIAL (UOB AMM6939-406)

1,680,000

0.38

27

AMANAHRAYA TRUSTEES BERHAD


PUBLIC ISLAMIC TREASURES GROWTH FUND

1,450,350

0.33

28

HONG LEONG ASSURANCE BERHAD


AS BENEFICIAL OWNER (UNITLINKED GF)

1,439,400

0.33

29

RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD


PLEDGED SECURITIES ACCOUNT FOR LEE CHIAH CHEANG

1,350,000

0.31

30

DB (MALAYSIA) NOMINEE (ASING) SDN BHD


BNYM SA/NV FOR MY-TEM ASIAN SMALL CAP EQUITY FUND (BNYM FM(C) L)

1,324,500

0.30

376,958,177

85.28

Total

annual report 2015

145

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notice of annual general meeting


NOTICE IS HEREBY GIVEN THAT the Seventh (7th) 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, on Thursday, 10 September 2015 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
2015 together with the Reports of the Directors and Independent Auditors thereon.

(Please refer to Explanatory Note 1)

2. To approve the payment of a final dividend of 3 sen per share under the single-tier
system in respect of the financial year ended 31 March 2015.

Ordinary Resolution 1

3. To approve the payment of Directors fees of RM178,500 for the financial year
ended 31 March 2015.

Ordinary Resolution 2

4. To re-elect the following Directors who retire pursuant to Article 84 of the Companys
Articles of Association:

(a) Chuah Seong Meng

Ordinary Resolution 3

(b) Tan Chon Ing @ Tan Chong Ling

Ordinary Resolution 4

(c) Clarence DSilva A/L Leon DSilva

Ordinary Resolution 5

5. To re-appoint Messrs Deloitte as Auditors of the Company and to authorise the


Directors to fix their remuneration.

Ordinary Resolution 6

As Special Business:
To consider and if thought fit, to pass the following resolutions:6. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF
THE COMPANIES ACT, 1965
THAT subject always to the Companies Act, 1965 (the Act), the Articles of
Association of the Company and the approvals of the relevant governmental/
regulatory authorities, the Directors be and are hereby empowered pursuant to
Section 132D of the Act, to allot and issue shares in the capital of the Company from
time to time at such price, upon such terms and conditions, for such purposes and
to such person or persons whomsoever the Directors may in their absolute discretion
deem fit provided that the aggregate number of shares to be issued pursuant to this
Resolution does not exceed ten percent (10%) of the total issued share capital of
the Company for the time being, AND THAT the Directors be and are hereby also
empowered to obtain the approval for the listing of and quotation for the additional
shares so issued on Bursa Malaysia Securities Berhad (Bursa Securities) AND
THAT such authority shall continue to be in force until the conclusion of the next
AGM of the Company.

146

annual report 2015

Ordinary Resolution 7

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

7. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS MANDATE AND


PROPOSED NEW SHAREHOLDERS MANDATE FOR THE COMPANY AND/OR ITS
SUBSIDIARIES TO ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH RELATED PARTIES (PROPOSED
RRPT MANDATES)
THAT subject to the Act and Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given to the Company and/or its
subsidiaries to enter into recurrent related party transactions (RRPT) of a revenue
or trading nature with the Related Parties as set out in Appendix II and Appendix III of
the Circular to Shareholders dated 19 August 2015, subject to the following:

Ordinary Resolution 8

(i) the RRPT are:


(a) necessary for the day-to-day operations;
(b) undertaken in the ordinary course of business and at arms length basis and
are on terms not more favourable to the related parties than those generally
available to the public; and
(c) are not detrimental to the minority shareholders of the Company.
(ii) the disclosure is made in the Annual Report of the Company of the aggregate
value of the RRPT based on the type of transactions, the names of the Related
Parties and their relationships with the Company pursuant to the Proposed RRPT
Mandates during the financial year and in the Annual Report of the Company in
the subsequent years during which the Proposed RRPT Mandates is in force; and
(iii) the Proposed RRPT Mandates is subject to annual renewal and will continue to
be in full force until:
(a) the conclusion of the next AGM of the Company following this AGM at which
such Proposed RRPT Mandates was passed, at which time it will lapse,
unless by a resolution passed at the meeting, the authority is renewed; or
(b) the expiration of the period within which the next AGM after that date is
required to be held pursuant to Section 143(1) of the Act (but must not
extend to such extension as may be allowed pursuant to Section 143(2) of
the Act); or
(c) revoked or varied by resolution passed by the shareholders in general
meeting,

whichever is the earlier.

AND THAT the Directors of the Company be authorised to complete and do all such
acts and things as they may consider expedient or necessary (including executing all
such documents as may be required) to give effect to the RRPT contemplated and/
or authorised by this resolution.

annual report 2015

147

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notice of annual general meeting


8. 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 Malaysia Securities Berhad (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:
(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.
9. To consider any other business of which due notice shall have been given in
accordance with the Act.
By Order Of The Board
WONG WAI FOONG (MAICSA 7001358)
NG BEE LIAN (MAICSA 7041392)
TAN HSIAO YUEN (MAICSA 7056952)
Company Secretaries
Kuala Lumpur
19 August 2015

148

annual report 2015

Ordinary Resolution 9

OLDTOWN BERHAD (797771-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 Level 17, The Gardens North Tower, Mid Valley
City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or at any
adjournment thereof.
7. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository
Sdn. Bhd., in accordance with Article 60(c) of the Companys Articles of Association and Section 34(1) of the SICDA to issue a General Meeting Record
of Depositors as at 2 September 2015. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint proxies to
attend and/or vote in his/her stead.
EXPLANATORY NOTES
1. Item 1 of the Agenda - The Audited Financial Statements for the financial year ended 31 March 2015 and the Reports of the Directors and
Independent Auditors thereon

This agenda item is meant for discussion only, as the provision of Section 169(1) of the Act does not require a formal approval of the shareholders for
the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.

2. Ordinary Resolution 7 - Authority to Allot and Issue Shares pursuant to Section 132D of the Act

The proposed Ordinary Resolution 7 is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. The
Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the Seventh AGM, to allot and issue new shares of the
Company up to an amount not exceeding in total ten percent (10%) of the issued share capital of the Company for the time being for such purposes
as the Directors consider would be in the best interest of the Company. This authority, unless earlier revoked or varied by the Company at a general
meeting, will expire at the next AGM of the Company.

The authority to issue shares pursuant to Section 132D of the Act will provide flexibility and expediency to the Company for any possible fund raising
activities involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving
equity deals or part equity or to fund future investment project(s) or for working capital requirements, which the Directors of the Company consider to
be in the best interest of the Company. The approval is sought to avoid any delay and cost in convening a general meeting to approve such issuance
of shares.

On 15 July 2015, Alliance Investment Bank Berhad on behalf of the Board of Directors of the Company, announced that the Company had on
14 July 2015 entered into a conditional Share Sale Agreement with Chan Koon Hung, Nelson, Law Cho Hong and Lee Siu Chung to acquire the
remaining 30.0% equity interest in Advance City Limited for a total purchase consideration of RM15,523,394 (Purchase Consideration) (Proposed
Acquisition). The Purchase Consideration has been fully satisfied via the allotment and issuance of 9,641,859 new ordinary shares of RM1.00 each
in the Company at an issue price of RM1.61 per share on 6 August 2015 in accordance with the general mandate pursuant to Section 132D of the
Act obtained from the shareholders of the Company at its Sixth AGM convened on 10 September 2014. The Proposed Acquisition was completed on
10 August 2015.

annual report 2015

149

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

notice of annual general meeting


3. Ordinary Resolution 8 - Proposed RRPT Mandates

The proposed Ordinary Resolution 8, if passed, will provide the Company and/or its subsidiaries a mandate to enter into RRPT of a revenue or trading
nature with the Related Parties in compliance with the Main Market Listing Requirements of Bursa Securities. The mandate, unless revoked or varied
by the Company at a general meeting, will expire at the next AGM of the Company.

Detailed information of the Proposed RRPT Mandates is set out in Appendix II and Appendix III of the Circular to Shareholders dated 19 August 2015
circulated together with this Annual Report.

4. Ordinary Resolution 9 - Proposed SBB Renewal


The proposed Ordinary Resolution 9, if passed, will give the Directors of the Company the authority to purchase the Companys own shares up to an
amount not exceeding in total ten per cent (10%) of its issued and paid-up share capital at any point in time upon such terms and conditions as the
Directors may deem fit in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the
next AGM of the Company.

Further information on the Proposed SBB Renewal is set out in Section 3 of the Circular to Shareholders dated 19 August 2015 circulated together with
this Annual Report.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING


(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
There were no Directors standing for election at the forthcoming Seventh Annual General Meeting.

150

annual report 2015

CDS Account No. of authorised nominee

OLDTOWN BERHAD (797771-M)


(Incorporated in Malaysia)

PROXY FORM

SEVENTH (7TH) ANNUAL GENERAL MEETING


I/We,

(Full name in block capitals)

NRIC No./Company No.

of

(Address)

being a Member of OLDTOWN BERHAD, hereby appoint


NRIC No.

(Full name in block capitals)

of

(Address)

or failing him/her,

(Full name in block capitals)

NRIC No.

of

(Address)

or failing him/her, *the Chairman of the meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Seventh (7th) Annual General
Meeting of the Company, to be held at Ballroom 2, 3 & 4, Level 6, Weil Hotel, 292, Jalan Sultan Idris Shah, 30000 Ipoh, Perak Darul Ridzuan on
Thursday, 10 September 2015, at 10.30 a.m. and, at any adjournment thereof.
*My/Our proxy is to vote as indicated below:
RESOLUTIONS

FOR

AGAINST

Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
Ordinary Resolution 7
Ordinary Resolution 8
Ordinary Resolution 9
Please indicate with an X in the spaces provided above how you wish your vote
to be casted. If no specific direction as to the voting is given, the proxy will vote
or abstain from voting at his/her discretion.
( * Strike out whichever is not desired)

Signed this

day of

The proportions of shareholdings to be represented by *my/*our proxies are as follows:-

No. of shares
Total shares held

Percentage
100%

Proxy 1

2015

Proxy 2
NOTES:

Signature/Common Seal of Member

Telephone Number of Member

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
Companies Act, 1965 shall not apply to the Company.
2. Where a member appoints two (2) or more proxies, the appointment
shall be invalid unless the member specifies the proportion of his
shareholdings to be represented by each proxy. Each proxy appointed,
shall represent a minimum of 100 shares held by the member.
3. Where a member of the Company is an authorised nominee as
defined under the Securities Industry (Central Depositories) Act 1991
(SICDA), it may appoint at least one (1) proxy in respect of each
securities account it holds with ordinary shares of the Company
standing to the credit of the said securities account.
4. Where a member of the Company is an exempt authorised nominee
which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (Omnibus Account), there is no
limit to the number of proxies which the exempt authorised nominee
may appoint in respect of each Omnibus Account it holds. An exempt
authorised nominee refers to an authorised nominee defined under
the SICDA which is exempted from compliance with the provisions of
subsection 25A(1) of SICDA.

5. The instrument appointing a proxy shall be in writing under the hand


of the appointor or of his attorney duly authorised in writing or if the
appointor is a corporation, either under its common seal or under the
hand of its attorney duly authorised.
6. The instrument appointing a proxy shall be deposited at the Share
Registrar of the Company at Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less
than forty-eight (48) hours before the time appointed for holding the
meeting or at any adjournment thereof.
7. For the purpose of determining a member who shall be entitled
to attend the meeting, the Company shall be requesting Bursa
Malaysia Depository Sdn. Bhd., in accordance with Article 60(c) of
the Companys Articles of Association and Section 34(1) of the SICDA
to issue a General Meeting Record of Depositors as at 2 September
2015. Only a depositor whose name appears therein shall be entitled
to attend the said meeting or appoint proxies to attend and/or vote in
his/her stead.

Please fold this flap for sealing

Affix RM0.80
Stamp

The Share Registrar

OLDTOWN BERHAD (797771-M)


c/o Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur.

Please fold this flap for sealing

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Things dont have to


change the world to
be important.
Steve Jobs

annual report 2015

153

OLDTOWN BERHAD (797771-M)


Incorporated in Malaysia

Looking forward to 2016...

Join us:

www.oldtown.com.my
154

Copyright2015
Oldtown
Berhad
annual
report
2015(797771-M). All Rights Reserved.

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