Otwc 2013 Ar

(797771-M)
ANNUAL REPORT 2013
Contents
31
Corporate Responsibility
Community & Workplace
Events and Highlights
33
Corporate Governance
Statement
41
Audit Committee Report
44
Statement on
Risk Management and
Internal Control
46
Additional Compliance
Information
14
51
Financial Statements
Group Managing Directors

Review of Operations
20
136 List of Properties Owned

by Oldtown Group
Sustainability and
28
Financial Highlights
Vision and Mission

Statement
Business Overview
Corporate
Information
Group Structure
Awards &
Accolades
Board of Directors
Chairmans
Statement
141 Analysis of Shareholdings

143 Notice of Annual
General Meeting
Proxy Form
ANNUAL REPORT 2013
Financial Highlights
Revenue
500,000
Profit Before Tax
(RM000)
80,000
(RM000)
74,947
422,054
400,000
60,000
300,000
255,133
20,000
100,000
2008
2009
2010
2011
2013
Profit Attributable to
Owners of the Company
60,000
43,379
27,417
138,437
40,160
40,000
193,666
200,000
51,954
285,424
2008
2009
2010
2011
Earnings Per Share
(RM000)
20.00
55,527
(Sen)
50,000
30,231
30,000
20,000
15.30
15.00
40,177
40,000
2013
11.07
31,700
10.00
20,446
8.33
8.73
2009
2010
5.63
5.00
10,000
0
2008
2009
2010
2011
Financial year (in RM000)
2013
2008p*
2008
2009p*
2010p*
2011
2011a^
2013
2013b^
138,437
193,666
255,133
285,424
422,054
Profit Before Tax
27,417
40,160
43,379
51,954
74,947
Profit Attributable to Owners of the Company
20,446
30,231
31,700
40,177
55,527
5.63
8.33
8.73
11.07
15.30
Revenue
# Earnings Per Share (Sen)
The financial highlights for the years ended 31 December 2008 to 2010 are presented on a pro-forma basis (on the assumption that the Group has been in existence
throughout the years under review).
# The EPS for the financial years 2008 to 2013 are calculated based on the enlarged share capital of 363 million ordinary shares after the listing of 330 million shares
in 2011 and private placement of 33 million shares in December 2012.
They are different from the EPS disclosed in the Prospectus for financial years from 2008 to 2010 (computed based on the enlarged share capital prior to the public
listing), audited financial statements for 12-month financial year ended 31 December 2011 (computed based on the enlarged share capital prior to the public listing
and weighted average number of shares of 199,434,778 in issue for the financial year ended 31 December 2011) and for 15-month financial period ended 31 March
2013 (computed based on weighted average number of shares of 337,470,330 shares for the financial period ended 31 March 2013).
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 12-month financial year ended 31 December 2011.
b^ : 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.
OLDTOWN BERHAD (797771-M)
Vision and Mission Statement
Vision
Mission
Statement
To be Asia Pacifics
Leading White
Coffee Brand
OUR PEOPLE:
We Believe That Our People Are Our Assets

We acknowledge and appreciate our people as those who grow with us and for their full dedication. We
value them for their effort and what they are able to bring to the company, hence we constantly provide
a platform and opportunities for career growth and enrichment of knowledge. We cultivate the passion
of delighting our consumers into all our staffs to bring forth the best experience possible.
COMMUNITY:
We Nurture The Community

We are aware and committed to our community hence we operate our business in a manner that
does not compromise the wellness of our future generations. We are passionate about our corporate
responsibilities and do our best to provide for the community in different ways, from doing our part for
the earth we live in to providing underprivileged children with better homes. We will not look lightly
upon our social responsibilities as we believe in giving back to the community as part of the effort
towards a better future.
OUR CONSUMERS:
We Delight Our Consumers With Our Products

We are consumer centric and are always focused on consumer needs. Hence we are dedicated to
delighting our consumers with all our product offerings, by committing ourselves in sourcing the finest
ingredients through ethical ways to provide them with the best quality products. We hold strongly to
our origins in order to bring to consumers the authentic experience that they expect to enjoy.
MOTHER EARTH:
We Do Our Part in Saving Mother Earth

We are attuned with the growing needs to nurture our mother earth and to do our part in caring for the
environment. With this, we share and grow the passion and knowledge of caring for the environment
with our partners and consumers for them to live this together with us as part of our corporate
values.
INVESTORS:
We Focus on Prospering Our Investors

We are dedicated to growing and maximising the financial rewards of our investors as we see it as a
platform for our company to continue to provide to our consumers and the community.
ANNUAL REPORT 2013
Business Overview
The business activities of Oldtown Group can be divided into three broad categories as follows:
Operation of
Cafe Chain
:: Own Cafe Outlets*
:: Franchised Outlets
:: Food Processing
Manufacturing of
coffee and other
beverages
:: Instant Coffee Mix
:: Roasted Coffee Powder
:: Instant Milk Tea Mix
:: Instant Chocolate
*Own cafe outlets include those that are fully and partially owned.
Marketing and sales of

coffee and other beverages
:: Instant Coffee Mix
:: Roasted Coffee Powder
:: Instant Milk Tea Mix
:: Instant Chocolate
:: Ready-to-drink coffee
Corporate Information
COMPANY SECRETARY
REGISTRARS
Ng Yuet Seam (MAICSA 7005639)
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
REGISTERED OFFICE
47A, Jalan Chung Ah Ming, Pasir Puteh
31650 Ipoh, Perak Darul Ridzuan
Tel: (605) 253 6073
Fax: (605) 241 0878
PRINCIPAL BANKERS
HEAD OFFICE
CIMB Bank Berhad (13491-P)
No. 2, Jalan Portland, Kawasan Perindustrian Tasek

Tel: (605) 541 5511
Fax: (605) 547 9123
HSBC Bank Malaysia Berhad (127776-V)
WEBSITE
www.oldtown.com.my
ANNUAL REPORT 2013
BOARD OF DIRECTORS
Datuk Dr. Ahmed Tasir
Bin Lope Pihie
PJN, PMP, JSM, FASc
Independent
Non-Executive Chairman
Lee Siew Heng
Group Managing Director
Mark Wing Kong

Independent
Non-Executive Director
Tan Chon Ing @
Tan Chong Ling
Independent
Chin Lai Yoong
Non-Independent
Chuah Seong Meng

Executive Director
Clarence DSilva A/L Leon DSilva
Executive Director
Goh Ching Mun
Executive Director
Tan Say Yap
Executive Director
BOARD COMMITTEES
AUDIT COMMITTEE
REMUNERATION COMMITTEE
NOMINATION COMMITTEE
Mark Wing Kong

Chairman
Tan Chon Ing @

Tan Chong Ling
Chairman

Bin Lope Pihie
Chairman

Bin Lope Pihie
Mark Wing Kong

Bin Lope Pihie
Tan Chon Ing @
Tan Chong Ling
Lee Siew Heng

Mark Wing Kong
Goh Ching Mun
STATUTORY AUDITORS
Messrs. Deloitte KassimChan (AF 0080)
Chartered Accountants
No. 87, Jalan Sultan Abdul Jalil
Tel: (605) 253 1358
Fax: (605) 253 0090
STOCK EXCHANGE LISTING
Main Market of
Bursa Malaysia Securities Berhad
(Listed since 13 July 2011)
Stock Name: OLDTOWN
Stock Code: 5201
Tan Chon Ing @

Tan Chong Ling
Group Structure
AS OF MARCH 31, 2013
White Cafe Sdn Bhd

100%
Gongga Food Sdn Bhd
100%
White Cafe Marketing Sdn Bhd
100%
Emperors Kitchen Sdn Bhd
100%
Dynasty Confectionery Sdn Bhd
100%
Esquire Chef Sdn Bhd
100%
Kopitiam Asia Pacific Sdn Bhd
100%
Old Town Kopitiam Sdn Bhd

100%
Oldtown Singapore Pte Ltd

100%
OTK Singapore Pte Ltd

50%
Old Town Kopitiam

Butterworth Sdn Bhd
100%
Dynasty Kitchen Sdn Bhd

100%
Old Town Kopitiam

Kuala Lumpur Sdn Bhd
100%
Old Town Kopitiam
Cheras Sdn Bhd
100%
Oldtown Logistics Sdn Bhd
100%
Old Town (M) Sdn Bhd
100%
Oldtown APP Sdn Bhd
100%
Conneczone Sdn Bhd
80%
Plus One Solution Sdn Bhd
50%
OTK Eatery Sdn Bhd
40%
OTK (HK) Investment Limited

51%
ANNUAL REPORT 2013
Awards & Accolades
ldtown Group has won numerous awards since the Group operated
its chain of OLDTOWN WHITE COFFEE cafe outlets. The Groups
numerous awards are a testament to the success of its brand equity. Its
established brand name, associated with its fine coffee beverages and
high quality food, provides the Group with a key competitive advantage to
compete effectively in the F&B industry.
2009
2007
Golden Bull Award 2007
organised by Nanyang Siang Pau.
Ranked first in the Top 10

outstanding SMEs category in the
Golden Bull Award 2009 organised
by Nanyang Siang Pau.
Best Brands Food and

Beverage Kopitiam 2007
by the BrandLaureate.
Gold Award (National Growth

Award) in the MRCA Award 2009
from the Malaysian Retailer-Chains
Association.
SME Brand Excellence

Award 2007 from the
SMI Association of Malaysia.
2010
Malaysia Book of Records

for achieving the largest
Kopitiam chain in Malaysia
by year end 2007.
Silver Award (Fast Food)

in the Putra Brand Awards
organised by 4As (Association
of Accredited Advertising
Agencies).
2008
Gold Award (National Growth
Award) from the Malaysian
Retailer-Chains Association
in 2008.
Enterprise 50 Award 2008
organised by SME Corporation
Malaysia and Deloitte Malaysia.
Platinum Award for

Outstanding Malaysian Brand
in the Outstanding Business
Awards 2010 organised by
the Star.
Ranked No.1 in the Super
Golden Bull category in the
Enterprise 50 Award 2010
organised by SME Corporation
Malaysia and Deloitte Malaysia.
2011
2012
Product Excellence Award

(Category III) in Industry
Excellence Award 2010
organised by Ministry of
International Trade and
Industry (MITI).
Gold Award for The Most

Promising Brand and Silver
Award (Retail Fast Food)
organised by 4As (Association of
Accredited Advertising Agencies).
Industry Excellence Award 2010

organised by MITI.
Franchisor of the Year Award

and International Franchisor
of the Year 2012 Award from
the Malaysian Franchise
Association (MFA).
The Peoples Choice Special

Mention (Retail Fast Food)
organised by 4As (Association of
Accredited Advertising Agencies).
International Franchisor of
the Year 2011 by the Licensing
Association of Singapore.
Asia Excellence Brand Award
by Yazhou Zhoukan 2011.
Asia Excellence Brand Award

by Yazhou Zhoukan 2012.
Malaysias Most Valuable Brand
Award by the 4As (Association
of Accredited Advertising
Agencies) and MATRADE
(Malaysia External Trade
Development Association).
Board of Directors
1. Datuk Dr. Ahmed Tasir Bin Lope Pihie

2. Lee Siew Heng
3. Tan Chon Ing @ Tan Chong Ling
4. Mark Wing Kong
5. Chuah Seong Meng

6. Clarence DSilva A/L Leon DSilva
7. Goh Ching Mun
8. Tan Say Yap
Not in picture: Chin Lai Yoong
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 and a Director of other
private companies including Inno Bio Ventures Sdn Bhd, Inno
Biologics Sdn Bhd, Inno Bio Diagnostics Sdn Bhd, Natural
Products Asia Sdn Bhd, A7N Sdn Bhd, Bio Innovation Centre
Sdn Bhd and R7 Sdn Bhd. He also holds the post as Adjunct
Professor of the University Malaysia Pahang.
Datuk Dr. Ahmed Tasir Bin Lope Pihie, a Malaysian, aged 62,
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. 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
Datuk Ahmed Tasir does not have any family relationship

with any Director and/or major shareholders of the
Company. He does not have any conflict of interest in any
business arrangement involving the Company other than
those disclosed under Notes to the Financial Statements of
this Annual Report. He is a shareholder of Oldtown Berhad
and his shareholdings is indicated on page 141 of this Annual
Report under the Analysis of Shareholdings section.
Datuk Ahmed Tasir has attended all the seven (7) Board
Meetings which were held in the financial period ended 31
March 2013. He does not have any other directorship in any
public companies. He has no conviction for any offences
within the past 10 years.
ANNUAL REPORT 2013
6
3
8
Lee Siew Heng, a Malaysian, aged 47, is the Group Managing

Director of Oldtown Berhad and one (1) of the two (2) first
Directors of Oldtown Berhad, since its incorporation on 30
November 2007. He is also a member of the Remuneration
Committee. He brings with him invaluable industry experience,
having accumulated more than 21 years of experience in
the manufacturing and retailing industries, of which more
than 11 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. As the Group Managing Director,
he is currently responsible for the overall strategic direction and
overall management of the Oldtown Group of companies. Upon
completion of his secondary education in 1986, he started his
career as Production Manager of Chong Ngai Knitting Factory
Sdn Bhd, a company involved in the manufacturing of garments.
In 1991, as General Manager, he was responsible for the overall
operations of the said company. He left the company in 1997 to
join CN Supplies Sdn Bhd, a company which was then involved
in the trading of hotel supplies, where he was appointed as a
Director, a position which he still holds todate. In 2001, he joined
White Cafe Marketing Sdn Bhd and was appointed Managing
Director and in 2005, he was appointed the Managing Director
of Old Town International Group. On 10 November 2009, he was
redesignated as the Group Managing Director of Oldtown Group.
He holds directorships in several private companies involved in
rental of properties, manufacturing, trading and investment

holding and is currently the Chairman of Old Town International
Sdn Bhd, the holding company of Oldtown Berhad .
Mr Lee is the brother-in-law of Mdm Chin Lai Yoong, a NonIndependent Non-Executive Director of the Company who is also
a deemed substantial shareholder of Oldtown Berhad. He does
not have any conflict of interest in any business arrangement
involving the Company other than those disclosed under Notes
to the Financial Statements of this Annual Report. He is a
deemed substantial shareholder of Oldtown Berhad and his
shareholdings is indicated on page 141 of this Annual Report
under the Analysis of Shareholdings section.
Mr Lee has attended all the seven (7) Board Meetings which
were held in the financial period ended 31 March 2013. He does
not have any other directorship in any public companies. He has
no conviction for any offences within the past 10 years.
10
Board of Directors
Mark Wing Kong, a Malaysian, aged 54, is an Independent

Non-Executive Director of Oldtown Berhad and was
appointed to the Board on 10 November 2009. He is the
Chairman of the Audit Committee and also a member of the
Nomination Committee and Remuneration Committee. He
is a member of the Malaysian Institute of Certified Public
Accountants. His career started as an auditor with Kassim,
Chan & Co in 1980. He joined Arab-Malaysian Securities Sdn
Bhd as Operations Manager in 1986 and was transferred
to Arab-Malaysian Merchant Bank Berhad (now known as
AmInvestment Bank Berhad) in 1988 where he took up the
post of Operations Manager in the Investment Department.
In 1990, he was transferred to the Corporate Finance
Department where his last held position was General
Manager, Corporate Finance. He left in 1997 and joined

LB Aluminium Berhad, a company principally engaged in
the business of manufacturing, marketing and trading of
aluminium extrusion and ceiling metal tee products, where
he is currently the Chief Executive Officer. He is also an
Independent Non-Executive Director of M3 Technologies
(Asia) Berhad which is involved in the provision of mobileinternet messaging solutions and retailing of GPS navigators
and other IT accessories. LB Aluminium Berhad and M3
Technologies (Asia) Berhad are listed on the Main Market
and ACE Market of Bursa Malaysia Securities Berhad
respectively. He is also a director of Calltime Technology
Sdn Bhd.
Mr Mark has no family relationship with any Director and/
or major shareholders of the Company nor has he any
conflict of interest in business arrangement involving the
Company. He is a shareholder of Oldtown Berhad and his
shareholdings is indicated on page 141 of this Annual Report
under the Analysis of Shareholdings section.
Mr Mark has attended all the seven (7) Board Meetings
which were held in the financial period ended 31 March
2013. He has no conviction for any offences within the past
10 years.
with more than 16 years of experience in construction and

property development which include a golf course township
development. Mr Tan is the founder and Vice Chairman of
Eduland China with 11 years of experience in the setting
up, operation and franchise of a chain of Bilingual Early
Childhood Education centres in Central China namely
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.
Tan Chon Ing @ Tan Chong Ling, a Malaysian, aged 52, is
an Independent Non-Executive Director of Oldtown Berhad
and was appointed to the Board on 7 November 2012. He
is the Chairman of the Remuneration Committee and is a
member of the Audit Committee and Nomination Committee
of Oldtown Berhad. He graduated with a honours degree in
Bachelor of Civil Engineering from the National University
of Singapore in 1985. He joined WTS Konsultant in Kuching
from 1985 to 1990 as a Civil Engineer. He was the Managing
Director of Uomo Donna Sarawak Sdn Bhd from 1991
to 1993 and was appointed Chief Executive Officer of PT
Indoscala, Indonesia, a wholesaler and retailer of ladies
apparel, from 1993 to 1996. He is a business entrepreneur
In the construction and development sector, Mr Tan is

a Director of Integrated DC Builders Sdn Bhd and Vice
Chairman of Liang Court Wanisara (Sarawak) Sdn Bhd.
Mr Tan has no family relationship with any Director and/
or major shareholders of the Company nor has he any
conflict of interest in any business arrangement involving
the Company. He does not have any shareholdings in the
Company.
Mr Tan has attended the two (2) Board Meetings since his
appointment to the Board on 7 November 2012. He does not
have any other directorship in any public companies. He has
no conviction for any offences within the past 10 years.
ANNUAL REPORT 2013
11
Chin Lai Yoong, a Malaysian, aged 45, is a Non-Independent

Non-Executive Director of Oldtown Berhad and was
appointed to the Board on 10 November 2009. She graduated
with a London Chamber of Commerce and Industry (LCCI)
Diploma in Cost Accounting. She started her career in 1987
with The Asia Insurance Co. Ltd, Ipoh, as a Clerk in the
Administrative and Accounts Department. She left in 1989 to
join Singapore Airport Terminal SVS Pte Ltd as Passenger
Services Agent before becoming a cabin crew member
at Malaysian Airline Systems in 1991. She left and joined
Oriental Bank Berhad, Ipoh, in that same year as a Clerk in
the Credit Department and was mainly responsible for loan
processing and disbursement. In 1998, she participated as
an investor in a fashion retailing business before joining
White Cafe Marketing Sdn Bhd and later the Old Town
International Group as an Administration Officer from
2003 to July 2009. She also holds Directorships in private
Chuah Seong Meng, a Malaysian, aged 38, is an Executive

Director of Oldtown Berhad and was appointed to the Board
on 10 November 2009. He graduated with a Bachelor of
Business, majoring in Marketing from the University of
Tasmania, Australia in 1997. He is also a certified marketer
of the Chartered Institute of Marketing, United Kingdom.
His career started in 1997 as a Sales Executive with Besta
Computerized Dictionary Sdn Bhd, a distributor of computer
dictionary products. He left in 1999 to join Apex Furniture
Sdn Bhd as Sales Executive. He resigned and joined White
Cafe Sdn Bhd in 1999 as Marketing Manager and later
assumed a similar role with White Cafe Marketing Sdn Bhd
in 2001. He was promoted to Senior Marketing Manager
in 2003 and subsequently the Group Marketing General
Manager of White Cafe Marketing Sdn Bhd in 2007. He
currently assumes the role of Chief Operating Officer of the
FMCG sector of the Group. He oversees the overall business
operations including strategy formulation, objectives
setting and strategy implementation of the Groups FMCG
businesses.
companies involved in the supply of car audio accessories

and trading of textile fabrics and garments.
Mdm Chin is the sister-in-law of Mr Lee Siew Heng, the Group
Managing Director of Oldtown Berhad who is also a deemed
substantial shareholder of Oldtown Berhad. She does not
have any conflict of interest in any business arrangement
involving the Company other than those disclosed under
Notes to the Financial Statements of this Annual Report. She
is a deemed substantial shareholder of Oldtown Berhad and
her shareholdings is indicated on page 141 of this Annual
Mdm Chin has attended five (5) out of seven (7) Board
Meetings which were held in the financial period ended
31 March 2013. She does not have any other directorship
in any public companies. She has no conviction for any
offences within the past 10 years.
He does not have any family relationship with any Director

and/or major shareholders of the Company nor has he any
conflict of interest in any business arrangement involving
the Company. He does not have any shareholdings in the
Company.
Mr Chuah has attended all the seven (7) Board Meetings
2013. He does not have any other directorship in any public
companies. He has no conviction for any offences within the
past 10 years.
12
Board of Directors
Clarence DSilva A/L Leon DSilva, a Malaysian, aged 52,

is an Executive Director of Oldtown Berhad and was
appointed to the Board on 10 November 2009. He has over
a span of 30 years in the Food Service industry where he
managed several International Brands and has done start
up for new food business in Indonesia, Thailand, Philippines,
Hong Kong and Malaysia and served in several senior
positions with Multi National Companies. He graduated with
a Bachelor of Business Administration from the California
Technical College, United States in 1982. His career started
in 1983 when he joined Kentucky Fried Chicken as a
Management Trainee. In 1989, he left to take up employment
with Carls Jr. Asia Development Corporation, part of the
MBF Group of Companies and was eventually promoted to
General Manager of the brand in Thailand. In 1998, he joined
Sushi Kin Sdn Bhd as the General Manager/Chief Operating

Officer and was appointed to the Board of Directors of
Sushi Kin Sdn Bhd in 2000. In 2003, he left and joined
Yoshinoya Food Systems, part of the Wing Tai Asia Limited
in Singapore as the Chief Operating Officer. In 2006, he left
and took up the position of Chief Operating Officer with FB
Food System (HK) Ltd, a subsidiary of Far East Consortium,
Hong Kong. He left and 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 development
of the franchising business operations of the Group.
Mr Clarence has no family relationship with any Director
and/or major shareholders of the Company. He does not
have any conflict of interest in any business arrangement
Notes to the Financial Statements of this Annual Report. He
is a shareholder of Oldtown Berhad and his shareholdings
is indicated on page 141 of this Annual Report under the
Analysis of Shareholdings section.
Mr Clarence has attended all the seven (7) Board Meetings
past 10 years.
coffee that is currently produced by the Group. He is currently

responsible for product research and development activities
of the Group. He is also the Chairman of the Corporate Social
Responsibility (CSR) Committee that carries out the social
responsibility functions of the Group via Oldtown Children
Care Fund (OCAF) and Oldtown Earthcare activities. He
is also a director of OTK Northern Sdn Bhd, which is an
OLDTOWN WHITE COFFEE cafe outlet franchisee and is
also a director of two companies which are involved in
property investments.
Goh Ching Mun, a Malaysian, aged 42, is an Executive
Director of Oldtown Berhad and one (1) of the two (2) first
Directors of Oldtown Berhad, since its incorporation on
30 November 2007. He is also a member of the Remuneration
Committee. He completed his secondary education in 1988.
As the co-founder of Oldtown Group of companies, he has
accumulated more than 21 years of experience in the coffee
manufacturing industry. His career started in 1983 when he
was involved in the family business of operating the Nam
Heong Coffee Shop in Ipoh. Subsequently in 1999, he cofounded and established White Cafe Sdn Bhd where he was
appointed Product Research and Development Director and
was then responsible for the formulation of the blend of white
Mr Goh does not have any family relationship with any

Director and/or major shareholders of the Company. He does
is a deemed substantial shareholder of Oldtown Berhad and
his shareholdings is indicated on page 141 of this Annual
Mr Goh has attended all the seven (7) Board Meetings which
were held in the financial period ended 31 March 2013.
He does not have any other directorship in any public
past 10 years.
ANNUAL REPORT 2013
13
Tan Say Yap, a Malaysian, aged 38, is an Executive Director

of Oldtown Berhad and was appointed to the Board on
10 November 2009. He has more than 13 years of experience
in the coffee manufacturing industry. As the co-founder of
the Oldtown Group of companies, he is instrumental in the
formulation of the blend of white coffee, which started the
beverage manufacturing business of the Group. He obtained
a Diploma in Hotel Business Management from Syuen Hotel
and Catering Management Institute, Ipoh in 1996. His career
started in 1997 as Commis One at the Pangkor Laut Resort
Hotel where he was mainly involved in the preparation of
food for the hotels food and beverage outlets. In 1999, he
co-founded and established White Cafe Sdn Bhd and was
appointed Director of White Cafe Sdn Bhd. He was appointed
Business Development Director of Kopitiam Asia Pacific Sdn
Bhd and is responsible for the cafe outlet operations from
2005 to 2009. He is currently the Corporate Relation Director
of Kopitiam Asia Pacific Sdn Bhd where he is responsible for
fostering corporate relations with franchisees, landlords,
business associates and business partners.
Mr Tan does not have any family relationship with any
Director and/or major shareholders of the Company. He does

is a shareholder of Oldtown Berhad and his shareholdings is
indicated on page 141 of the Annual Report under the Analysis
of Shareholdings section.
Mr Tan has attended all the seven (7) Board Meetings
past 10 years.
14
Chairmans Statement
ANNUAL REPORT 2013
15
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the Annual
Report of Oldtown Berhad (the Company or the Group) for the financial
period ended 31 March 2013 (FP2013) and am equally delighted to report
that the Group has continued to register strong growth as a result of
strategic foresight and robust financial performance.
Strong Overall Financial Performance (Note)
Increase in Earnings Per Share
The Groups financial results are in tandem with the

commendable economic growth rate of 5.6% y-o-y
achieved by Malaysia in 2012. For the 15-month
period ended 31 March 2013, the Group achieved a
consolidated revenue of RM422.054 million whereas
the consolidated revenue achieved in the previous
financial year for the 12-month ended 31 December
2011 (FY2011) was RM285.424 million.
The Group registered a net profit

attributable to owners of the Company of
RM55.527 million in FP2013 against the
net profit attributable to owners of the
Company of RM40.177 million in FY2011,
which translated into an earnings per share
of 15.30 sen for FP2013 against FY2011
earnings per share of 11.07 sen, based
on an enlarged share capital base of 363
million ordinary shares at RM1.00 each.
Note: The Company had on 27 August 2012 changed

its financial year end from 31 December to 31 March.
The financial period ended 31 March 2013 was made
up of results for 15 months covering the period from
1 January 2012 to 31 March 2013.
Operation of Cafe Chain is the Main Revenue
Growth Driver
The operation of cafe chain segment continued
to be the main and dominant revenue contributor
to the Group, attributing 60% of the FP2013
revenue, with the remaining 40% contributed by the
manufacturing of beverages segment.
The Groups revenue and profit before tax in FP2013
were mainly derived from the cafe chain operation
which recorded RM252.369 million and RM42.276
million respectively. The Groups manufacturing of
beverages division reported revenue of RM169.685
million and profit before tax of RM33.765 million in
FP2013.
The Groups FP2013 profit before tax included
RM1.960 million goodwill written off which took
place on 31 December 2012 after the Company
conducted its annual goodwill impairment test.
Whereas, the Groups FY2011 profit before tax
included a gain on disposal of investment in
associate companies of RM5.574 million and a gain
on disposal of property, plant and equipment of
RM2.843 million. Overall, the profit after taxation of
the Group for FP2013 was RM55.587 million, while
profit after tax was RM40.216 million for FY2011.
500,000
422,054
400,000
300,000 285,424
200,000
100,000
Prudent Financial Discipline

The shareholders fund of the Group was RM304.851
million as at 31 March 2013 which translated into
net assets per share of RM0.84, based on the
enlarged share capital base of 363 million ordinary
shares.
As at 31 March 2013, the total debt to total equity
ratio or gross gearing ratio level was at 0.11
times. The fixed deposits, cash and bank balances
conserved as at 31 March 2013 was RM86.227
million against a total debt of RM34.541 million. As
a result, this has turned the Group into a net cash
position of RM51.686 million as at 31 March 2013.
With a healthy balance sheet position and armed
with vast availability of borrowing capacity, the
Group is always looking out for any good business
opportunities that may arise in the near future to
further expand its business venture.
Stable Financial Liquidity
The Group experienced a net operating cash inflow
of RM71.586 million for the 15-month period
ended 31 March 2013, mainly after adding back a
one-off non-cash flow item of goodwill written off at
RM1.960 million. In contrast, the Group experienced
net investing cash outflow of RM119.842 million for
the 15-month period ended 31 March 2013 which was
primarily due to the purchase of other investments
of RM60 million and purchase of property, plant
and equipment of RM63.682 million.
2011
2013
Revenue
(RM000)
16
Chairmans Statement
The net cash inflow from financing activities of

RM48.661 million was primarily due to a cash inflow
from the private placement proceeds at RM64.350
million and a net increase of term loans at RM15.585
million, after netting off dividend payment of RM33
million. The issuance of 33 million new ordinary
shares was issued at RM1.95 per share to the
investing public pursuant to the Companys private
placement exercise, which was completed on 21
December 2012. The cash and cash equivalents as
at 31 March 2013 was RM83.668 million.
Growing the Value for Shareholders Dividend (Note)
Upon evaluating the Groups funding requirements,
our commitment to deliver value to our
shareholders is reinforced by the Company to
distribute a minimum of 50% of the Groups annual
profit attributable to the owners of the Company as
gross dividend. Whilst retaining a sizable portion
of profit and funds to finance future growth, the
Company also strives to reward its shareholders
with a generous level of dividend payout.
In respect of the financial period ended 31 March
2013, a first interim single-tier dividend of 6.0 sen
per share amounting to RM19.80 million based on
a share capital of 330 million ordinary shares was
paid on 10 January 2013. The Board of Directors
further recommended a final single-tier dividend
of 3.0 sen per share amounting to RM10.89 million
based on the enlarged share capital of 363 million
ordinary shares in respect of the financial period
ended 31 March 2013, subject to the approval of the
shareholders at the forthcoming Annual General
Meeting.
Should the final single-tier dividend of RM10.89
million be approved by the shareholders at the
forthcoming Annual General Meeting, coupled with
the RM19.80 million interim single-tier dividend
paid on 10 January 2013, this will translate into
a dividend payout ratio of 55.3% in respect of
the financial period ended 31 March 2013. The
cumulative total dividend payout would be RM30.69
million against a net profit attributable to owners
of the Company of RM55.527 million in FP2013, if
and after the final single-tier dividend of RM10.89
million is approved by the shareholders at the
forthcoming Annual General Meeting.
Note: Pursuant to a change of financial year end

from 31 December 2012 to 31 March 2013, FP2013
was made up of 15 months period from 1 January
2012 to 31 March 2013. The cumulative total dividend
payout of 9 sen per share in respect of FP2013 is for
15 months period financial results from 1 January
2012 to 31 March 2013.
Recent Corporate Development

Completing the First Private Placement Exercise
Post listing, the Company has completed its
first private placement exercise to raise gross
proceeds of RM64.350 million during the FP2013.
On 21 December 2012, 33 million new placement
shares were successfully listed and quoted on the
Main Market of Bursa Malaysia Securities Berhad.
The newly issued 33 million ordinary shares, which
represented 10% share capital of the Company of
330 million ordinary shares, were issued to third
party investors at a placement price of RM1.95
per share. Approximately 70% of the proceeds or
RM44.695 million has been allocated for capital
expenditure in view of the Groups business
expansion plans; and the remaining 30% or
RM19.655 million for working capital needs
and expenses incurred in relation to the private
placement exercise.
Drawing Up a New Processing Food Centre in China
To support the Groups expansion of licensed cafe
outlets in the territory of Southern China, Peoples
Republic of China, a new food processing centre
will be set up to ensure adequate supply of large
food quantities required for the cafe outlets.
Understanding this need, on 8 February 2013,
the Company has via its wholly owned subsidiary,
Old Town (M) Sdn Bhd, executed a Shareholders
Agreement with Year Full Group Limited (YF
Group) for the establishment of a joint venture
company (JV Company) in the Hong Kong Special
Administrative Region. The JV Company will act
as an investment holding company to establish a
wholly owned foreign enterprise in the territory of
Guangdong Province, China for the establishment
of a new food processing centre. The JV company
known as OTK (HK) Investment Limited (OTK
HK) has been incorporated on 26 March 2013
with an authorised and issued capital of HKD10
million divided into 10 million ordinary shares of
HKD1.00 each, of which 51% is held by OTM and
the remaining 49% is held by YF Group.
Taking Control of Distribution Operation in Hong Kong
On 8 April 2013, the Company has via its wholly
owned subsidiary, Old Town (M) Sdn Bhd, entered
into a Sale and Purchase Agreement for Shares
with Chan, Koon Hung Nelson, Law Cho Hong
and Lee Siu Chung to acquire 1.4 million ordinary
shares of HKD1.00 each in Advance City Limited,
Hong Kong (ACL), representing 70% of the issued
and paid up share capital of ACL. This acquisition
has enabled the Company to take control of the
18
Chairmans Statement
current distribution operation with the objective to

maximise sales potential for greater financial return
in the long run. The acquisition was completed on
22 April 2013 following the fulfillment of terms
and conditions in accordance with the Sales and
Purchase Agreement for Shares.
Promising Business Prospects Moving Forward
After the Malaysian economy witnessed a
continuous y-o-y GDP growth rate of 5.6% in 2012
against 5.1% in 2011, the Malaysian economy
is projected to grow by 4.5% to 5.6% y-o-y in
2013 in accordance to forecasts made by various
economists and government bodies.
We look forward to the future with confidence
and are optimistic that our business is expected
to remain strong in 2013 and beyond, despite less
robust global economic outlook which may derail
the domestic economys performance in 2013 and
our export markets business segments. Whilst
Malaysias economy is tied to the global economy,
our countrys fundamentals remain strong and it is
supported by the expansion in private consumption
and investment. Domestic demand is expected
to continue to be the driver of Malaysias growth;
complemented by the governments measures to
boost national productivity, per capita income and
consumption.
Malaysias economic growth remains intact
despite the uncertain outlook while the Malaysian
Government has implemented various measures
to ensure the domestic market remains resilient
and competitive under various key initiatives, such
as the Economic Transformation Programme and
the Government Transformation Programme.
In addition, the food and beverages industry is
fairly resilient in its nature and is proven with
the ability to weather through various economic
cycles historically without seriously experiencing
negative impact by any economic slowdown or even
recession.
While market space and landscape in the food and
beverages industry is becoming more challenging
with intensified competition, we will continue to
drive innovative business strategies and plans
across all channels to consolidate and build
our leadership in the respective market
segments that we are operating in.
The Company has outlined various
pragmatic business strategies and
holistic business plans to take on
greater challenges in the near
future as described in detail in the
Group Managing Directors Review
of Operations of this Annual Report. I believe with

high confidence that all of these promising
development and our initiatives will augur well for
the Groups performance in the ensuing year.
Acknowledgement
On behalf of the Board, I would like to extend my
heartfelt gratitude to our shareholders, bankers,
customers, business partners and regulatory
authorities for their continued support, guidance
and assistance extended to the Group. The Board
would like to express its appreciation to the
management and employees of the Group for their
hard work and dedication.
The Board would like to express its highest
appreciation to Dr. Leong Chik Weng, who has
ceased to become the director of the Company since
13 September 2012, for his invaluable contributions
and services to the Group since the Company was
listed as a public entity in July 2011. The Board
would also like to extend a warm welcome to
Mr. Tan Chon Ing @ Tan Chong Ling as a new board
member, succeeding Dr. Leong Chik Weng as an
Independent Non-Executive Director on 7 November
2012. Mr. Tan is a successful entrepreneur and
brings with him a wealth of experience in various
business sectors, such as in education franchise,
construction and property development industry,
which will enable the Group to benefit from his vast
experience and guidance in the future.

bin Lope Pihie
Chairman
20

Oldtown Berhad (the Company
or the Group) is one of the
fastest growing cafe operators
and beverages players in Malaysia.
This is continuously reflected by the
Groups robust performance during
the 15-month financial period ended
31 March 2013 (FP2013). The
Group has successfully commanded
significant market share in the
business segments of operation of
cafe chain and manufacturing of
beverages within the respective
industries.
ANNUAL REPORT 2013
21
2013 OPERATIONS REVIEW

Strong Growth in the Operation of Cafe Chain
Segment
The operation of cafe chain segment continued
to be the main and dominant revenue contributor
to the Group, attributing 60% of the consolidated
revenue for the financial period ended 31 March
2013 (FP2013) (62% of the consolidated revenue
for the financial year ended 31 December 2011
(FY2011)); whereas, the remaining 40% of
consolidated revenue for FP2013 (38% of the
consolidated revenue for FY2011) was contributed
by the manufacturing of beverages segment.
The Groups consolidated revenue derived from
the cafe chain operation in FP2013 was RM252.369
million (consolidated revenue derived from the
cafe chain operation in FY2011 was RM177.155
million). A higher quantum of revenue achieved
in FP2013 mainly due to higher number of cafe
outlets operated by the Group during FP2013 (total
outlets as at the end of FP2013 and FY2011 were
222 and 196 respectively). The higher revenue was
also attributable to the extended financial period of
15 months.
The cafe chain operation revenue has grown by
leaps and bounds over the years. From a lower proforma consolidated revenue of RM47.889 million
achieved in FY2007, the segments revenue has
grown more than 5 folds to RM252.369 million in
FP2013 (Note). This signified that the Group has
managed to consistently achieve a larger scale of
operation capability over the years.
Robust Growth in the Manufacturing of
Beverages Segment
The Groups manufacturing of beverages segment
reported consolidated revenue of RM169.685 million
in FP2013 (the consolidated revenue derived from the
manufacturing of beverages segment in FY2011 was
RM108.269 million). The higher quantum of revenue
achieved in FP2013 was mainly due to increase in
both local and export sales for the Groups beverage
products, rapid expansion of distribution networks
across the various regions and the extended financial
period of 15 months.
The manufacturing of beverages revenue has
equally achieved fast growth pace over the years.
From a lower pro-forma consolidated revenue
of RM31.296 million achieved in FY2007, the
segments revenue has also grown more than
5 folds to RM169.685 million in FP2013 (Note). This
indicated that the various pragmatic marketing
strategies implemented by the Group have been

fruitful over the years.
Note: The restructuring exercise was completed on

16 May 2011 (Completion Date) as disclosed in the
Prospectus of the Company dated 22 June 2011.
The above comment on the Groups financial
performance refers to the audited Statements of
Comprehensive Income for FP2013 against FY2007
which was prepared based on the combined results
of Oldtown Berhad and its subsidiaries (the
Group), assuming the Group has existed on or
before 1 January 2007.
Building Strong Foundation in Local and
Overseas Markets
In terms of geographical breakdown for the
consolidated revenue of RM422.054 million achieved
in FP2013, 75.2% was derived from the local market
and the remaining 24.8% was from the export
market. Within the export market segment, South
East Asia contributed 9.9%, other Asian countries
contributed 12.9% and the remaining 2.0% was
contributed by other countries.
On the other hand, 76.3% of the consolidated
revenue of RM285.424 million registered in
FY2011 was derived from the local market and
the remaining 23.7% was from the export market.
Within the export market segments, South East Asia
contributed 9.8%, other Asian countries contributed
11.7% and the remaining 2.2% was contributed by
other countries.
Taking Proactive Steps to Shape Our Future
In view of the Groups regional business expansion
plans, the Company plans to utilise RM44.695
million (70% of the gross proceeds) of the RM64.350
million raised from the private placement exercise
for capital expenditure, of which RM33.79 million
was utilised to acquire 70% equity interest in
Advance City Limited, Hong Kong. The remaining
proceeds are intended to be utilised for business
expansion in domestic and international markets. It
would comprise, but not limited to, opening of new
outlets in the domestic and international markets,
acquisition of equipment for the new and existing
outlets, acquisition of plant and machinery for the
new and existing factories, and also investment
into a new food processing centre to support the
development of licensed cafe outlets in China.
An amount of approximately RM19.155 million (29%
of the gross proceeds) is earmarked for the working
capital needs. The working capital is mainly to be
utilised to finance the growth of operations of the
22

Group which includes the purchase of raw materials
and for operating expenses. The actual expenses
incurred for the private placement were RM0.504
million (1% of the gross proceeds) with the minor
shortfall of approximately RM0.004 million funded
by internally generated funds.
We anticipate that the food and beverage business
landscape will be even more competitive while
consumers become more sophisticated and
discerning in the foreseeable future. The future
success of the Group will be determined by our
ability to meet the varied demands of our consumers
and to keep abreast of trends while fulfilling
existing loyal consumers needs and aspirations. At
the same time, we will also continue to attract new
customers and come forward to become our larger
group of future loyal clientele. All of the proactive
measurements that we have undertaken at present
will lift the Groups operational performance and
market position to greater heights tomorrow as a
sustainable and competitive business enterprise.
2013/2014 MARKET PROSPECTS
We Deliver What We Can Do Best
Overall, the Oldtown Group is an established and
reputable operator of chain cafe since 2005 and
a manufacturer of beverages since 1999. As at
31 March 2013, the Group has a total of 222 cafe
outlets in Malaysia, Singapore, Indonesia and
China. Amongst the 222 cafe outlets, 83 are fully
owned cafe outlets, 19 partially owned outlets, 108
franchised and 12 licensed outlets.
We are specialised in our own formulation of hot

and cold coffee and tea beverages using high quality
coffee beans roasted with our proprietary roasting
process. We are also adopting flexible approach
in making some modifications in our beverage
and food items to suit the local landscape and the
individual markets consumer taste profile especially
for the overseas markets. All of our cafe outlets in
Malaysia are well supported by three centralised
food processing centres fully owned by the Group.
Our unique, focused and flexible business strategies
will enable the Group to generate significant growth
momentum as we continuously expand our presence
in the regional markets.
Additionally, the Group is also involved in
manufacturing, marketing and sales of coffee and
other beverages where our products are exported
to countries such as Hong Kong, Singapore, USA,
Taiwan, China and etc. Our products include instant
coffee mix, roasted coffee powder, instant milk tea
mix, instant chocolate mix and ready to drink canned
coffee. The Group is able to widen its market reach
by leveraging on third party distributors, retailers
and intermediaries networks where they will carry
and distribute our beverage products in various
distribution points, such as departmental stores,
hypermarkets, supermarkets, convenient stores
and retail outlets, located both locally and abroad.
Adopting a Unique Integrated Business Model
Oldtown Berhad is one of the very few players in
the market place that operates under an integrated
business model where both cafe operation and
manufacturing of beverages operation complement
ANNUAL REPORT 2013
23
each other in terms of raw materials procurement,

support services, marketing campaign, promotion,
business strategies and advertisement. This proven
business model has enabled the Group to grow both
business segments tremendously since 2005 to
become one of the leading beverage manufacturers
in the white coffee segment and the largest Asian
style cafe operator in terms of number of outlets in
Malaysia as at today.
The integrated features are essential to erect an
invisible wall to fend off competition and create
higher barriers of expansion for other potential and
existing competitors from expanding their market
share easily. In view of the unique integrated business
model pursued by the Group, we are able to expand
our business ventures by focusing on promoting our
beverage products and cafe outlet services under a
single flagship brand of OTDTOWN across the regions.
This integration has placed us in a stronger position to
create more value, capture market share and generate
new growth for the Group in the long run.
Pursuing Practical Business Strategies for Growth
First, we place emphasis on branding by
strengthening and promoting the OLDTOWN
brand name which is essential in building up
brand equity and uphold customer loyalty by
embarking on a rebranding exercise in the second
half of 2013. Second, we shall continue to expand
cafe network via our franchise programme
locally and internationally, besides solely relying
on the establishment of our fully or partially
owned outlets. Third, besides focusing on market
positioning by strengthening our position as one
of the largest Asian cafe chain operators and
beverages manufacturer that specialises in coffee
related products, we shall also focus on becoming
a Halal certified cafe chain operator and beverages
manufacturer.
Riding on OLDTOWNs strong and influential
brand equity coupled with our unique integrated
business strategies, both the cafe chain operation
and manufacturing of beverages segments are
expected to progress optimistically as a result of
our strategic foresight which would lead to solid
financial and operational performance in the
ensuing year.
Progress of Cafe Chain Operation Development Plans
Adopting Multi-Pronged Strategies for Domestic
Market
As at 31 March 2013, the Group has a total of 222
cafe outlets, of which 199 are located in Malaysia,
8 in Singapore, 11 in Indonesia and 4 in China.
In the domestic front, we are adopting multipronged strategies to penetrate into new market
segments and enhance our leading market position
as the largest Asian style cafe operator in Malaysia.
Under the Groups market development plans, we
intend to open approximately 20 to 30 new outlets
in Malaysia by 2013, of which 50% is to be operated
by the franchisee and the remaining 50% is to be
fully owned by the Group. Although OLDTOWN
cafe outlets are easily visible in most of the urban
cities throughout Malaysia, we are progressively
penetrating into the suburban and rural markets
over the next few years, whereby most of the second
and third tier cities and townships present vast
opportunity for the Group to reach a wider scope
and range of customers.
One of the most significant milestones which
has been achieved by the Group in 2013 was the
Groups celebration of the successful opening of its
200th outlet opening on 18 April 2013, reminiscing
our humble beginnings when the first OLDTOWN
cafe outlet was opened in 2005 in the Ipoh town of
Perak, Malaysia. The Company has also taken the
opportunity to launch a New Menu Set nationwide
on the same day. In addition, since early May 2013,
OLDTOWN cafe outlets have crossed another
significant hurdle with the acceptance of credit
card payments via our collaboration with the RHB
Banking Group in Malaysia. The acceptance of credit
payment is a tested and proven model which would
help to increase sales in almost all types of consumer
related services or businesses. It is an essential tool
to create incremental sales per customer spending
in OLDTOWN cafe outlets in the long run.
24

In order to capture the ever changing market
dynamics and as part of our core marketing
strategy in 2013, the Group has adopted a tactical
marketing strategy via the introduction of the All
Day Set Menu by focusing on two key marketing
elements, namely the Affordability and Availability
factors. Customers will be able to enjoy promotional
packages on breakfast, lunch, tea, dinner and
supper set menus at anytime, on any day and in
any one of OLDTOWN cafe outlets at affordable
prices. This will help to attract larger quantum of
customers besides increasing the frequency of
their visits to OLDTOWN cafe outlets.
Making Our Cafe Outlets the Preferred Place for
All to Patronise
Since the Group has begun to embark on getting
each individual cafe outlet to be certified as a
Halal compliant outlet, the Group has eventually
completed the Halal certification process for
majority of the outlets operated in Malaysia and
Singapore by the end of June 2013. Since 2011, we
have been working closely with the Department of
Islamic Development Malaysia (JAKIM) to certify the
operation of each cafe outlet, so that we are able to
penetrate into the Muslim consumer markets more
comfortably for the second half of 2013 onwards.
The number of cafe outlets that have been certified
Halal in both Malaysia and Singapore are 168 and 8
outlets respectively as at 30 June 2013.
A few core marketing strategies have been adopted
by the Company to capture additional revenue from
this huge untapped market segment. On 8 July
2013, the Company has officially launched a Halal
campaign in the OLDTOWN cafe outlet located at
the Paradigm Mall, Kelana Jaya in conjunction
with the commencement of the Muslim fasting
month. For the Ramadhan month promotion, the
Company has launched My Dulang set menu and
will continue to enhance our Muslim Ramadan and
Hari Raya festival meal sets throughout the entire
month.
A series of various public relation activities and
engagement exercises have been organised during
the Muslim fasting month from early July 2013
to early August 2013; and during the month long
Muslim New Year celebration from early August
2013 to early September 2013. The promotional
campaigns will include holding Ramadhan Buka
Puasa (Breaking Fast) in all our cafe outlets and
Open House Celebrations in some of the selected
cafe outlets. All the promotional activities and
initiatives are targeted to gradually upgrade
OLDTOWN cafe outlets to become one of the
favourite places where all Malaysians can together

patronise in the medium to long term.
The Group has also initiated an animation contest
for OLDTOWNs Mascot. We have invited all
Malaysians to participate in this animation contest
in order to create the next Malaysian ICON which
will represent Oldtown White Coffee. As part of our
corporate rejuvenation process, we have begun a
rebranding campaign to upgrade the image of all
the cafe outlets by changing our marketing posters,
outlet layout and introducing a new brand tagline by
changing our previous brand tagline of Take Your
Time to Aroma of Good Times.
Ramping Up New Cafe Outlets Opening in the
International Markets
Currently, our presence is entrenched stronger
than before in 3 key countries within the Asian
region, namely Singapore, Indonesia and China.
Nonetheless, we are also continuously and actively
exploring penetration opportunities into other
new countries within the Asian region along our
international markets expansion journey, while
focusing to strengthen our market position and
speed up our expansion pace within each individual
existing market that we presently operate in.
For the international markets, our development
plans in Singapore include the opening of 2 to 3 fully
owned new outlets in 2013 and exploring licensing
opportunities within the Singapore market. Since
early 2012, we have and are still in the process of
revamping the existing Singapore operating model
and have launched a more innovative concept and
design for OLDTOWN cafe outlets in Singapore.
However, the net increase in cafe outlets in
Singapore appeared to be nil for FP2013 because
whilst the Group opened 2 new cafe outlets during
the year, there were 2 cafe outlets being closed
down due to expiry of tenancy. Nonetheless, the
2 cafe outlets will be relocated and opened in new
premises at Bedok Mall and Aperia Kallang Park
in 2013.
For the Indonesian market, we target to open
another 5 to 8 new outlets in 2013. We have also
gradually changed the Indonesian market business
model from company operated outlet to the sublicensing model and we plan to open more licensed
outlets in Indonesia in 2013. We managed to open
7 new cafe outlets in FP2013 and currently we are
operating a total of 11 cafe outlets in Indonesia as
at 31 March 2013.
For the China market, there is a huge growth
potential for OLDTOWN cafe chain business in view
ANNUAL REPORT 2013
25
of its large population base and growing spending

power, therefore, the Group has an ambitious
vision of opening more licensed outlets in strategic
locations in China. We target to open a total of
30 new cafe outlets by 2015, after the first 4 China
cafe outlets were successfully opened in Guangzhou
and Shenzhen city of Southern China.
As part of our long term business plan, we are
planning to set up a new food processing centre
in Guangdong Province, China to support a larger
number of new cafe outlets. The expansion in China
is expected to be able to accelerate at a faster pace
once the proposed new food processing centre is
ready to roll out its commercial production by the
end of 2013. A permanent food processing centre
which is located in the Southern China will enable
the Group to expand into other territories of China
more easily, where the proximity factor will play a
significant role in supporting the Groups long term
expansion plans in China.
Progress of Beverages Manufacturing
Development Plans
A New Home for Manufacturing of Beverages
In view of the rising demand towards the Groups
beverage products, we have gradually relocated our
existing beverage manufacturing operations to a new
and larger factory constructed in Tasek Industrial
Estate of Ipoh. The execution and completion
of a seamless transition to a new state-of-theart integrated facility, including the production
facility, warehouse, research and development
laboratory, administrative and logistic processing
centre in single location, will not only enhance
our capabilities and capacity but also allows the
new plant to reinforce our goals for the Group to
capture the relatively untapped markets in the past.
In view of the larger facilities to be established
and to support the Groups sustainable business
development plan, the total capital expenditure
has been revised upward to approximately
RM66 million from the initial budgeted amount of
RM61 million, which include the construction cost
in the new premises, land acquisition, and the
acquisition cost of new machinery and equipment.
The installation of new system and equipment,
production lines testing and commissioning for the
new plant has been fully completed by end June
2013, after the construction of the new factory and
its ancillary buildings in Ipoh were completed in
January 2013. The new beverage manufacturing
facility began its commercial production in July
2013, which is expected to lift the Groups instant
coffee mix and instant milk tea mix core products

production capacity to the next new height. It
will provide an additional production capacity
of approximately 300% compared to the output
capacity in year 2012.
The investment in technology continue to be a
primary enabler for us to optimise efficiencies
and increase output to cater for faster response
across our extensive distribution network and
rising demand from the marketplace. From now
onwards, the supply constraint faced by the Group
on production of beverage products has since
been overcome and the Group now has abundant
capacity to cope with the rising demand easily over
the next 5 years.
Enhancement and Investment in OLDTOWNs
Brand Equity
Our tireless efforts in enhancing OLDTOWN brand
equity has enabled us to stand up tall and proud
today, even as the business landscape becomes
more crowded and competitive. On the domestic
front, we consistently invest in advertising,
promotional and marketing campaigns to uphold
OLDTOWNs branding and to enhance its brand
equity value and customer loyalty in the
marketplace. Our advertisements are not only
easily located and identified in printed media, such
as major stream newspapers and magazines;
but also well exposed via the digital media world
such as radio and TV commercials; online media
and social networks. We also organised various
on-the-ground events such as consumer contests,
products testing and sampling, road shows; and
participated in expos and exhibitions.
In the domestic market, we foresee growing
demand as the Group is actively participating in
various joint marketing programs organised by the
local key retailers. Amongst others, such as the
launching of Old Town White Coffee Chinese New
Year Gift Pack, conducting exclusive consumer
contest via collaborations with Giant and AEON
and launching of Modern Trade Display Contest.
Besides our participation in product road shows
organised by major retailers such as Giant, AEON
Big and AEON, we are also continuing to expand
the Muslim market segment for the age group of
30 to 40 years old. Our recent participation in Jom
Heboh marketing campaign and TV commercial
and advertisement are targeted to expand the
Groups share within the Muslim market in the long
run. We believe, our flagship brand, OLDTOWN,
will continue to maintain its dominant presence in
the domestic market, as a result of our continuous
26

effort to engage consumers through successful
execution of all the above mentioned promotional
activities and marketing campaigns.
campaign and product mix when venturing into the

international markets, as each consumer market
possesses unique characteristics and preferences.
Expansion for Beverages Products Export Markets
Strategic Investments Ahead of the Curve
The Group is continuously intensifying efforts

to scale up existing export markets share and
penetration into the more promising Asian region,
comprising Hong Kong, China, Singapore and
Taiwan, besides increasing our growth within
and beyond the 13 countries to which the Groups
beverage products are currently exported to.
On the international front, one of the significant

milestones which was achieved by the Group in
2013 was the acquisition of OLDTOWN beverage
products sole distributor in Hong Kong, which is
expected to contribute favourably to the Groups
financial performance in the medium to long term.
The completion of the acquisition of 70% stake in
Advance City Limited, Hong Kong (ACL) will not
only enable the Company to take control of ACLs
current operations, but it will also allow the Group
to gain direct access to ACLs existing management
expertise, marketing operations and distribution
network. ACL will source its coffee beverage
products from the Group directly and distribute
the products into southern China markets, such as
Hong Kong, Macau and Guangdong Province in the
Peoples Republic of China territory. Currently, ACL
owns approximately 1,450 and 1,360 distribution
networks points in both Hong Kong and Guangdong
Province respectively.
The Group foresees that there is much more room

to grow for its beverages products in China in view of
the countrys enormous market potential and rising
affluent amongst the urban population. The other
overseas markets with huge market potentials are
Taiwan and Thailand. Hence, the Group is seeking
for more potential new distributors and retailers in
different countries to improve its regional market
share and export sales.
For the China market, most of the China major
retailers along the coastal cities of China are
selling OLDTOWNs various beverage products.
International and local retail chain, such as
Wal Mart, Carrefour, Jusco, Auchan and RT Mart
and other smaller retail outlets, do carry and
sell OLDTOWN beverage products within their
premises.
For 2013 and 2014, the Group plans to expand further
into the central region of China by distributing its
beverage products across most of the second tier
cities in China, such as Tianjin, Shenyang, Suzhou,
Hangzhou, Dalian, Qingdao, Dongguan, Nanjing,
Foshan, Wuhan, Xiamen, Chengdu, Chongqing,
Wuxi and Changzhou. Recently, the Company has
participated in SIAL Expo in Shanghai to increase
OLDTOWNs brand equity and search for more
expansion opportunities in the greater part of China.
For the Thailand market, three variances of white
coffee i.e. OLDTOWN White Coffee Classic, Hazelnut
and Coffee & Creamer have been launched since
the first quarter of 2013. We target to penetrate into
major modern trade distribution channels with the
distribution of OLDTOWN White Coffee products to
more than 400 retailing outlets in the second half of
2013. The target retailer chains that the Group aims
to list its products are Tops Supermarket (161 outlets)
and a few hypermarket chains such as Big C (116
outlets), Tesco (91 outlets) and Makro (49 outlets).
The Group is adopting various flexible and
adaptive strategies by customising its marketing
Moving forward, the Group will be able to

participate directly in the pricing, marketing
and branding strategy to further strengthen
the current market positioning and distribution
operations of ACL. On top of that, the Group also
aims to improve ACLs human capital strength,
internal process and operating efficiency in the
long run. This vertical integration by acquiring the
downstream distributor of OLDTOWN beverage
products in Hong Kong will not only augur well
for the Groups regional expansion plans but also
assist to enhance the Groups business prospects
in the Southern China region for the long run
with a better grip. This is also an earning accretive
acquisition whereby the profits generated by
ACL would contribute positively to the Groups
overall earnings and net assets in the next
financial year.
I believe our committed implementation of all the
business strategies that have been thoughtfully
crafted will hopefully deliver another successful year
for the Group and compliment our aim to continue
the creation of value, growth and profitability for all
the shareholders in a sustainable future.
Lee Siew Heng

Group Managing Director
ANNUAL REPORT 2013
27
OLDTOWN White Coffee and

Other Beverage Products
Making Inroads into Local and Export Markets

Malaysia
Singapore
Thailand
Indonesia
Brunei
Philippines
Taiwan
Hong Kong
Shenzhen
Shanghai
Beijing
UK
Canada
USA
Australia
New Zealand
Enjoyed All Around The World

Our products are currently exported to over 13 countries.
28
Sustainability and Corporate Responsibility
Oldtown Berhad (Oldtown or the Group) recognizes 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 minimize negative impacts of the Groups
operations on the environment are:
The efficient use of energy, water and raw materials
in all our operations.

The establishment of Oldtown EARTHCARE which

inculcate environmentally intelligent practices with a
variety of green initiatives, activities and awareness
programs.
The implementation of ongoing product wastage
elimination program and packaging design optimization.
The proper utilization of reusable resources and
recyclable materials.
The practice of 3Rs (Reduce, Reuse and Recycle) at

the workplace.
The participation in Earth Hour Campaign.
The support of green environment and Eco-friendliness

concept through Plant a Tree Campaign.
The Group through Oldtown EARTHCARE takes a proactive

approach to promote an environmentally-conscious
culture in the workplace. Oldtown EARTHCARE sends
out Oldtown Green Alert to all employees periodically
to introduce various green initiatives and measures on
the responsible use of resources to reduce, reuse and
recycle materials wherever possible. It provides tips for
resource-saving and promotes environmental friendly
practices and awareness among employees to help
make a difference to the environment.
During the financial period under review, the Group
carried out Carnival of the Green 2012, it participated the
Earth Hour Campaign and allocated Green Signage at
nationwide Oldtown White Coffee outlets.
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 and 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:

Adequate medical benefits, hospitalization and

personal accident insurance coverage.
Financial assistance in the form of education

subsidy and employee emergency assistance
fund.
Organizes annual dinner and recognizes long

service staff with the Long Service Award in
recognition of their loyalty, dedication and
commitment.
Review the Human Resource policies and staff

benefits on regular basis.
ANNUAL REPORT 2013
29
(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:

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 wellmotivated 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.
(iv) Recreational, Sports and Leisure Activities
Management
and
Succession
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.
C. COMMUNITY
The Group recognizes 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.
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 to orphaned, abandoned, vulnerable
and deprived children.
Monetary 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.
Financial aids in the form of medical, emergency

funds or short-term living expenses support to
alleviate the hardships of needy families.
Building funds donations to orphanage.
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 organized by
the Group. Besides, communication and camaraderie
among staff is fostered through social gatherings and
team building events.
Talent
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.
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.
(v) Retention,
Planning
During the financial period, the Group through Oldtown

Children Care Fund extended monetary donations to
schools, welfare association and needy families. It
organized various festive celebrations, movie treats and
day trips for children homes. It also sponsored products
for fund raising projects and donated school bags,
stationery, books and uniforms to schools.
30
Sustainability and Corporate Responsibility
(ii) Suppliers
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.
We respect our suppliers and work with them through

long-term relationships to realize mutual growth based on
mutual trust. In this aspect, we engage with our suppliers
in the following areas:
(i) Investors
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.
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
governance.
Implementing policies that promote ethical

behavior and conducting business responsibly
through high standards and business ethics.
robust
system
of
corporate
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.
During the financial period ended 31 March 2013, the
Group has conducted 57 investor relations activities via
various communication channels such as one-to-one
meetings, small group briefings, conference calls and
regular meetings.
(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

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 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

recognized 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 of beverages
segment to ensure uniform and high standards of
product.
covering
materials,
ANNUAL REPORT 2013
31
Community & Workplace Events and Highlights
Oldtown Children Care Fund (OCAF)
Events & Activities:
Charity Trips
School Projects
Festival Celebrations
for the Unfortunates
Sponsorships &
Donations to charity,
welfare and voluntary
associations
Aid Fund to Deprived

Children
Chinese New Year Karaoke Session with

114 orphans at OTK Studio Greentown, Ipoh
on 2 February 2012.
Donation of RM3,000 to
Persatuan Insan Istimewa
Cheras, Selangor.
Deepavali Movie-cum-Lunch Outing conducted

at The Mines on 3 November 2012.
Donation of 6 months
medical supplies to
3-year-old Fenny Hee,
Ipoh who is diagnosed
with diabetes.
Contribution of
RM2,400 living
expenses aid fund to
an underprivileged
family with 3 children
from Ipoh.
Contribution of school essentials to 30 deprived

students from SK Syed Idrus, Chemor.
Donation of RM1,200 education aid fund to a single
parent family with 3 children from Kampar.
Lost World of Tambun Charity Trip

with 85 orphans on 9 June 2012.
Fitness Dance
Performance during
Carnival of the
Green 2012.
EARTHCARE Initiatives & Activities:

Carnival of the Green 2012
Earth Hour Campaign 2012
Allocations of Green Signage
and Recycle Bins at
nationwide Oldtown
White Coffee outlets
Stage Modeling on dresses made from recyclable products during

Carnival of the Green 2012.
Allocations of Green Signage and

Recycle Bins at Oldtown White Coffee
outlets.
Practise 3Rs
Reduce, Reuse
& Recycle in
Oldtown Berhad
Contribution of 20 units trash bins

to Majlis Bandaraya Ipoh.
32
Community & Workplace Events and Highlights
Presentation of Staffs Long Service Awards during Oldtown Berhad

Annual Dinner 2012 on 14 April 2012.
Workplace Activities and Events:

Recreational, Sports & Leisure Activities
Employee Welfare Programs
Training, Development and Life-Long Learning
Basic Operations Management Training at Training Central USJ21.
Health & Safety at the Workplace
Bowling Tournament conducted at Ampang Superbowl, Summit USJ

on 14 July 2012.
Team Building conducted on 16 December 2012 at Bukit Kinding Resort, Ipoh.
National Conference
conducted on
28 November 2012 at
Nan Yang Siang Pau
Auditorium.
Half Yearly Review Meeting for Operation Outlet Heads conducted at Corus Paradise Resort.
Refresher Training
conducted at Oldtown
White Coffee Taipan outlet.
ANNUAL REPORT 2013
Corporate Governance Statement
The Board of Directors (the Board) of Oldtown Berhad (the

Company) recognizes 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 period ended 31 March 2013 and any nonobservation of the Recommendations of MCCG 2012, including
the reasons thereof, has been included in the Statement in
view of the transition to MCCG 2012.
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 oversight and 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) 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,
which are then incorporated into the minutes of the Board
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 the long
term interests of shareholders, other stakeholders and
the community at large.
The Board recognizes 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.
33
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 Companys 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 Companys business
To ensure the effective discharge of its functions
and responsibilities, the Board delegates the dayto-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.
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.
d. Succession planning
The Board recognizes the importance of succession
planning in building long-term sustainable performance
excellence.
A succession planning framework has been developed
to identify candidates for senior managerial positions
to ensure continuity of key positions.
e. Overseeing the development and implementation
of a communication policy for the Company
The Board recognizes 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.
34
The dissemination of information about the Company,

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 Investor Relations
(IR) updates and information on financial results
are uploaded on the website immediately after
announcements on the same are made to Bursa
Malaysia Securities Berhad (Bursa Securities).
During the financial period 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.
f. Reviewing the adequacy and integrity of
management information and internal control
system of the Group
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.
1.3 Formalized ethical standards through Code of Conduct
The Groups corporate culture provides an ethical
framework to guide actions and behaviors of all Directors
and employees. The Group practices principles relating to
confidentiality of information, fair dealings, compliance
with laws and regulations, accountability and corporate
social responsibility in the Groups dealings with
employees, customers, suppliers, business associates
and shareholders.
Even though the Board has not formalized a Code of
Conduct, the above practices are embedded into the
Groups business operations. The Board is aware that a
formalized Code of Conduct reinforces the Groups core
value on integrity by providing guidance on moral and
ethical behavior. The Board will finalize the key principles
of expected conducts and formalize the Code of Conduct
in the following financial year.
1.4 Strategies promoting sustainability

The Board has adopted a Sustainability and Corporate
Responsibility 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.
1.5 Access to information and advice
All Board members are supplied with information
concerning the Company and the Group on a timely
manner. Board reports are circulated prior to the Board
meetings for deliberation. All proceedings of the Board
Meetings were minuted and signed in accordance with
the provisions of Section 156 of the Companies Act, 1965.
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.
In exercising their duties, the Board has complete and
unrestricted access to all information on the Group,
the advice and services of the Company Secretary and
independent professional advice where necessary, at the
Companys expense.
1.6 Qualified and competent Company Secretary
The Company Secretary ensures the flow of information
to the Board and its Committees. The Board is regularly
updated and advised by the Company Secretary on new
statutory and regulatory requirements.
1.7 Board Charter
The Board and Board Committees act in a professional
manner and uphold the core values of integrity with due
regard to their fiduciary duties and responsibilities. The
Board recognizes the importance of formalizing a Board
Charter which provides guidance to Directors to deal with
ethical issues, and help foster a culture of honesty and
accountability. The Board is in the midst of finalizing the
formal Board Charter by incorporating recent changes in
regulations and best practices. Once it is approved, the
formalized Board Charter will be made available in the
Companys website.
Principle 2 Strengthen Composition
2.1 Nomination Committee
The Nomination Committee comprises of the following
members. The Committee met twice during the financial
period under review and the attendance record is as
follows:
ANNUAL REPORT 2013
35
Name
Designation Directorship
No. of
Meetings
Attended
Datuk Dr. Ahmed Chairman

Tasir Bin
Lope Pihie
Independent
Non-Executive
Director
2/2
Mark Wing Kong
Member
Independent
Non-Executive
Director
2/2
Tan Chon Ing @

Tan Chong Ling
(appointed w.e.f.
07.11.2012)
Member
Independent
Non-Executive
Director
1/1
(Former
Dr. Leong Chik
Member)
Weng (resigned
w.e.f. 13.09.2012)
Independent
Non-Executive
Director
1/1
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 NonExecutive 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 Non-Executive
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.
B. Meetings
The Committee shall hold at least one meeting per
year or more frequently when the need arises. The
quorum for each meeting shall be two (2). Minutes
of meeting shall be kept and circulated to each
member.
(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.
Nomination Committee met twice to recommend to
the Board those directors who are eligible to stand
for re-election / re-appointment and to carry out an
annual review on the Board, Board Committees and
individual directors of the Company.
The Board has not nominated a Senior Independent
Non-Executive Director to whom concerns may be
conveyed as the Board will shoulder this responsibility
collectively. Pursuant to the recommendation of the
MCCG 2012, the Nomination Committee should be
chaired by a Senior Independent Director identified by the
Board. The Board is of the opinion that the Independent
Non-Executive Chairman of the Board is suitable to act
as Chairman of the Nomination Committee in view of
his experience, background and commitment.
2.2 Develop, maintain and review criteria for recruitment
and annual assessment of Directors
Appointment of Directors
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 Non-Executive Directors with the right mix
of skills and knowledge relevant to the Company.
Re-election of Directors
(i) To recommend to the Board, candidates to be

appointed as Director of the Company.
The Articles of Association (The Articles) of the Company

provides that one-third (1/3) of the Directors are subject
to retirement by rotation at the Annual General Meeting
(AGM) at least once in every three (3) years and all
retiring Directors shall be eligible for re-election.
(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.
The Articles of the Company further provides that all

Directors who are appointed during the financial year are
subject to retirement and re-election by the shareholders
at the AGM following their appointment.
(iii) To recommend to the Board, candidates to fill the

seats on the Board Committees.
Directors over seventy (70) years of age are required to

submit themselves for re-appointment annually in accordance
with Section 129(6) of the Companies Act, 1965.
C. Responsibilities and Functions
36
Gender diversity policy
The terms of reference of the Remuneration Committee are:
Where boardroom diversity is concerned, the Board does

not adopt any gender diversity policy in the selection of
new Board candidates and does not have a specific policy
on setting targets for female candidates.
A. Size and Composition
However, the Board recognizes the importance of

gender balance in the Board. At present, there is woman
representation at the Board level. The Nomination
Committee will consider female candidates as and when
the potential candidate is available.
Annual assessment
During the financial period under review, the Nomination
Committee had reviewed and assessed the mix of skills
and experience of the Board and Board Committees.
All assessments and evaluations carried out by the
Nomination Committee are properly documented. The
assessment was summarized and each director was
provided with individual results together with a peer
average rating for personal information and further
improvement and development.
Remuneration Committee
The Remuneration Committee comprises of the following
members. The Committee met three (3) times during the
financial period under review and the attendance record
is as follows:
Name
Designation Directorship
Tan Chon Ing @

Tan Chong Ling
(appointed w.e.f.
from 07.11.2012)
Chairman
No. of
Meetings
Attended
Independent
Non-Executive
Director
1/1
Datuk Dr. Ahmed Member

Tasir Bin
Lope Pihie
Independent
Non-Executive
Director
3/3
Lee Siew Heng
Member
Group Managing
Director
3/3
Mark Wing Kong
Member
Independent
Non-Executive
Director
3/3
Executive
Director
3/3
Member
(ii) The members of the 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 Committee
resulting in the number of members being
reduced to below three (3), the Board shall fill the
vacancy within three (3) months.
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.
C. Responsibilities and Functions
2.3 Remuneration policies
Goh Ching Mun
(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.
(Former
Independent
Dr. Leong Chik
Chairman) Non-Executive
Weng (resigned
Director
w.e.f. 13.09.2012)
2/2
(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.
(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 commensurate
with the level of executive responsibilities and
encourage Executive Directors to act in ways that
enhance the companys 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 Company aims to set the levels of remuneration in
such a way that it supports the strategies and long-term
vision of the Company as well as provides adequate
motivational incentive for directors to pursue the longterm growth and success of the Company. The levels of
remuneration should be sufficient to attract and retain the
directors needed to run the Company successfully.
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 and benefits-in-kind.
ANNUAL REPORT 2013
37
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 period ended 31 March 2013 is categorized
into the following components:
Salaries &
Other
Benefits
Emoluments
Bonus
Fees -in-kind
Total
(RM000) (RM000) (RM000) (RM000) (RM000)
Executive
Directors
1,726
566
100
109
2,501
NonExecutive
Directors
41
217
30
288
The Board is aware of the recommended 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 Non-Independent Non-Executive
Director upon completion of the nine (9) years.
3.3 Shareholders approval for the appointment as an
Independent Director after serving nine (9) years in that
capacity
The Board will justify the decision and seek shareholders
approval at general meeting if the Board intends to retain
a Director as Independent Director after the respective
Independent Director has served in that capacity for more
than nine (9) years.
3.4 Separation of positions of the Chairman and Group
Managing Director
The number of Directors whose total remuneration fall

in the bands of RM50,000 for the financial period ended
31 March 2013 is tabulated below:
No. of
Executive
Directors
No. of
Non-Executive
Directors
RM50,000 and below
RM50,001RM100,000
RM100,001RM150,000
RM300,001RM350,000
RM400,001RM450,000
RM550,001RM600,000
RM850,001RM900,000
Remuneration Band
3.2 Tenure of Independent Directors
Principle 3 Reinforce Independence

3.1 Annual Assessment of Independence
The Board recognizes 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
Company.
The Independent Directors of the Company fulfilled
the criteria of Independence as prescribed under the
Main Market Listing Requirements (MMLR) of Bursa
Securities. The Board, via Nomination Committee, will
develop the criteria to assess independence and formalize
the current independence assessment practice.
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 (2) 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
The Board has nine (9) members which comprises of
five (5) Executive Directors and four (4) Non-Executive
Directors. Three (3) of the Board members are Independent
Directors. This composition complies with Paragraph
15.02 of the Main Market Listing Requirements (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 13 of this Annual Report.
The Executive Directors take on the primary responsibility
of the day-to-day running of the Groups businesses as
well as implementing the policies and decisions of the
Board.
38
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.
Principle 4 Foster Commitment
4.2 Training
The Board acknowledges that continuous education
is essential for the Directors to further enhance their
skills and knowledge. As an integral part of their training
program, they are provided with updates from time to
time on the relevant changes in laws, regulations and
the business environment. During the financial period
31 March 2013, seminars and training courses attended
by the Directors are as follows:
Name of Directors
Training/Courses Attended

Bin Lope Pihie
Making Sense Of The Law

Governing Directors And
Its Implications
Lee Siew Heng
Executing Effective
Transformation Process
Getting it Right
Mark Wing Kong
Advocacy Sessions on Disclosure

for CEO and CFOs Bursa Malaysia
4.1 Time Commitment

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.
Board met seven (7) 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
No. of Meetings Attended
Listing Requirement of
Bursa Malaysia Securities Bhd,
Malaysian Code on Corporate
Governance 2012 & Improving
Financial Governance

Bin Lope Pihie
7/7
Tan Chon Ing

@ Tan Chong Ling
Mandatory Accreditation
Programme for Directors of
Public Listed Companies
Lee Siew Heng
7/7
Chin Lai Yoong
Mark Wing Kong
7/7
Executing Effective
Getting it Right
Tan Chon Ing @ Tan Chong Ling

(appointed w.e.f. 07.11.2012)
2/2
Chuah Seong Meng
Chin Lai Yoong
5/7
Chuah Seong Meng
7/7
Case Studies For Boardroom

Excellence Fraud Detection &
Prevention A Necessity,
Not a Choice
7/7
Clarence DSilva
A/L Leon DSilva
Goh Ching Mun
7/7
Making Sense Of The Law

Governing Directors And
Its Implications
Tan Say Yap
7/7
Goh Ching Mun
Dr. Leong Chik Weng

(resigned w.e.f. 13.09.2012)
4/4
Executing Effective
Getting it Right
Tan Say Yap
Executing Effective
Getting it Right
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. The Directors are
required to submit an update on their other directorships
annually.
ANNUAL REPORT 2013
39
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 Companies Act,
1965 (the Act) and applicable approved accounting
standards.
The Board is assisted by the Audit Committee in reviewing
the appropriateness of accounting policies applied by
the Group as well as the changes in these policies. The
Audit Committee also assists the Board in overseeing the
financial reporting process and ensuring the quality of the
financial reporting by the Group. The Audit Committee
reviews and monitors the accuracy and integrity of the
Groups annual and quarterly financial statements for
announcement to the public within the stipulated time
frame.
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 flow for the financial year.
In addition, the Directors have the overall responsibility
for taking such steps as are reasonably available to
them to safeguard the assets of the Group and to prevent
fraud and other irregularities. In preparing the financial
statements for the financial period ended 31 March 2013,
the Directors have:
(i) adopted appropriate accounting policies and applied
them consistently;
(ii) made reasonable and prudent judgments and
estimates;
(iii) ensured that the applicable approved Malaysian
Financial Reporting Standards in Malaysia and the
provisions of the Act are complied with; and
(iv) prepared financial statements on a going concern
basis, having made enquiries that the Company
and the Group have adequate resources to continue
operations in the foreseeable future.
The Statement of Directors pursuant to the Act is set out
on Page 135 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.
During the financial period ended 31 March 2013, the Audit
Committee met twice with the external auditors without
the presence of the management.
The external auditors have declared their independence
to the Group and their compliance with By-Laws (on
professional ethics, conduct and practice) of the Malaysian
Institute of Accountants Section 290.
Principle 6 Recognize 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 controls
in the Company and 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 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.
6.2 Internal audit function
The Groups internal audit function is carried out by both
outsourced external consultants and in-house internal
audit department to assist the Audit Committee and Board
in providing independent assessment on the adequacy,
efficiency and effectiveness of the Groups internal control
system.
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.
40
Principle 7 Ensure Timely And High Quality

Disclosure
7.1 Corporate Disclosure Policy
The Board has put in place a Corporate Disclosure Policy
to ensure the disclosure of material information pertaining
to the Companys performance and operations to the
public is in accordance with the disclosure requirements
under the MMLR and other applicable laws.
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
assessed.
Principle 8 Strengthen Relationship Between
Company And Shareholders
8.1 Encourage
meetings
shareholder
participation
at
general
Annual General Meeting (AGM)

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
will be present to answer and provide appropriate
clarifications at the meeting.
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.
8.2 Encourage poll voting
All resolutions put for the shareholders approval at the
4th AGM held on 28 June 2012 were voted by a show of
hands and duly passed.
8.3 Effective communication and proactive engagement
At the last AGM held on 28 June 2012, there was a
presentation on the Companys operational review by the
Group Managing Director. The Executive Director 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.
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 period under review, the nonobservance has been explained and the reasons thereof have
been included in this Statement.
This Statement on Corporate Governance is made in
accordance with the resolution of the Board of Directors dated
24 July 2013.
ANNUAL REPORT 2013
The Board of Directors (the Board) of Oldtown Berhad (the

Company) is pleased to present the Audit Committee (the
Committee) Report for the financial period ended 31 March 2013.
1. COMPOSITION
The members of the Audit Committee are as follows:
Chairman
41
(iii) The Board shall at all times ensure that at least

one (1) member of the Audit Committee:
(a) must be a member of the Malaysian Institute
of Accountants; or
(b) if he is not a member of the Malaysian Institute
of Accountants, he must have at least three
(3) years working experience and:
(i) he must have passed the examinations
specified in Part I of the 1st Schedule of
the Accountants Act 1967; or
Mark Wing Kong,

Independent Non-Executive Director
Members
(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
Datuk Dr. Ahmed Tasir Bin Lope Pihie,

Tan Chon Ing @ Tan Chong Ling,
(Appointed on 7 November 2012)
(c) fulfills such other requirements as

prescribed or approved by Bursa Malaysia
Securities Berhad (Bursa Securities).
Dr. Leong Chik Weng,

(Resigned on 13 September 2012)
The Audit Committee of the Company had convened six (6)

meetings during the financial period ended 31 March 2013.
(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.
The details of attendance of the Audit Committee members

are as follows:
(v) No alternate director shall be appointed as a

member of the Audit Committee.
Name of Members
(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.
2. ATTENDANCE
No. of Meetings Attended
Mark Wing Kong
6/6

Bin Lope Pihie
6/6
2/2
Dr. Leong Chik Weng
4/4
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.
(ii) The Chairman of the Audit Committee shall be
elected from among the members of the Audit
Committee and shall be an independent director.
C. Authority
(i) The Audit Committee is fully authorized by the
Board to independently investigate without
interference from any party on any activity within
its terms of reference. It shall have:
(a) full and unrestricted access to any
information pertaining to the Company and
its subsidiary companies;
(b) direct communication channels with both
the external Auditors and internal Auditors;
(c) the resources which are required to perform
its duties; and
(d) the authority to convene meeting with the
external Auditors, internal Auditors or
both, excluding the attendance of the other
directors and employees of the Company,
wherever deemed necessary.
(ii) The Audit Committee is also authorized by the Board
to obtain external or independent professional
advice and may invite outsiders with relevant
experience to attend their meetings, if necessary.
42
D. Meetings, Quorum and Procedures
(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.
(i) Meetings shall be held not less than four (4) times
in a financial year, although additional meetings
may be called at any time by the Chairman
upon the request of any committee members,
the external or the internal auditors or at the
Chairmans discretion.
(ii) The quorum shall consist of not less than two (2)
members; the majority of the members present
must be independent directors. In the absence of
the Chairman, the members present shall elect
a Chairman for the meeting from amongst the
members present.
(iii) The Secretary to the Committee shall, but need
not, be the Company Secretary.
(c) To review the performance of the internal

audit function including the appointment
and termination of senior staff members of
the internal audit function.
(d) To consider the major findings of internal
investigations and managements response.
(iii) Financial Reporting

(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) any changes in or implementation of new

accounting policies and practices;
(b) significant and unusual events;
(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.
(c) significant adjustments arising from the

audit;
(d) the going concern assumption; and
(vi) Minutes of each meeting shall be kept and

distributed to each member of the Committee
and of the Board.
(e) compliance with applicable approved

accounting standards and other legal and
regulatory requirements.
E. Duties and Responsibilities

The duties and responsibilities of the Committee
shall be:
(iv) Risk Management

(i) External Audit

(a) To consider and recommend the appointment
of the external auditor, the audit fee and
any questions of resignation, dismissal or
reappointment.
(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.
To review the adequacy and effectiveness of risk

management, internal control and governance
systems instituted in the Group.
(v) Related Party Transactions

(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.
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:
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.
(vi) Other Matters

To perform such other functions and

responsibilities as may be agreed by the
Committee and the Board, and as may be
required from time to time in compliance with
the Main Market Listing Requirements.
4. SUMMARY OF ACTIVITIES DURING THE FINANCIAL

PERIOD
The Audit Committee had carried out the following
activities in accordance with the terms of reference of
the Audit Committee during the financial period ended
31 March 2013:
ANNUAL REPORT 2013
43
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;
F. Other Matters
(i) Reviewed and recommended to the Board, dividends
to be declared to the shareholders of the Company;
(ii) Reviewed the Circular to Shareholders in relation
to the Proposed Shareholders Ratification
for Recurrent Related Party Transactions and
Proposed Shareholders Mandate for Recurrent
Related Party Transactions;
(iii) Reviewed and discussed the change of financial
year end of the Company;
(ii) Reviewed the audit activities carried out by the

in-house internal audit department to ensure
corrective actions were taken in addressing the
risk issues reported;
(iv) Reviewed the Audit Committee Report and Statement

on Internal Control prior to submission of the same
to the Board for consideration and inclusion in the
Annual Report of the Company; and
(iii) Reviewed
the
internal
audit
reports,
recommendations made and Managements
response to those recommendations; and
(v) Reported to the Board on significant issues and

concerns discussed during the Committees meetings
together with applicable recommendations. Minutes
of the Committees meetings were tabled, discussed
and noted by the Board.
(iv) 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 period
ended 31 March 2013; and
(iii) Reviewed the extent of assistance rendered by
the management and issues and reservations
arising from audits with the external auditors
without the presence of management staff and
the executive board members.
D. Related Party Transactions
(i) Reviewed and noted all 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 and considered the Review Methods
and Procedures for Related Party Transactions
of the Company.
E. Risk Management
(i) Reviewed and considered the Terms of Reference
of Risk Management Committee; and
(ii) Reviewed and discussed the reports from the
Chairman of the Risk Management Committee.
5. SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT

FUNCTION
outsourced internal audit function and in-house internal
audit department 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;
(ii) reported the results of internal audit reviews and
provided recommendations for improvement to the
Committee;
(iii) followed up on the implementation of audit
recommendations and action plans agreed upon by
the Management;
(iv) ascertained the extent of compliance with the Groups
policies, procedures and statutory requirements; and
(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 period
did not reveal material weaknesses which would result in
material losses, contingencies or uncertainties that would
require disclosure in the Annual Report.
The costs incurred for the outsourced internal audit
function in respect of the financial period ended 31 March
2013 was RM243,043.
44
Statement on Risk Management

and Internal Control
INTRODUCTION
The Malaysian Code on Corporate Governance requires listed
companies to maintain a sound system of 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.
that the risk management and control framework is embedded

into the culture, processes and structures of the Group. The
RMC reviews the updated Key Risk Profile and evaluates 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.
The Group Managing Director will update the Audit Committee
on the key risk related issues at least once a year and the Audit
Committee shall report to the Board on the status of the risk
management.
BOARDS RESPONSIBILITY
KEY INTERNAL CONTROL PROCESSESS
The Board acknowledges its responsibility in maintaining

a sound system of risk management and internal control
and affirms its commitment for continuously reviewing the
adequacy and integrity of the system. The system of risk
management and internal control covers not only financial
controls but also operational, environmental and compliance
controls.
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:
In view of the limitations that are inherent in any systems of

internal control, this 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 material misstatement or loss.
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.
The Board has received assurance from the Group Managing

Director and the General Manager of Finance that the Groups
risk management and internal control system is operating
adequately and effectively, in all material aspects based on the
risk management and internal control system of the Group.
RISK MANAGMENT FRAMEWORK
The Board recognizes 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

prioritize 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 ensures
1 Control Environment
(i) Organization Structure and Authorization Procedures
(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 Head of Operating Units to ensure the budgets
are attainable and realistic.
(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
ANNUAL REPORT 2013
45
Critical Control Point) and GMP (Good Manufacturing

Practice) certifications. The demanding control
procedures and documentation requirements of
the certifications further strengthen the control
environment. Regular review and periodic audit
continuously manages and control 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 that are periodically updated
when needs arise to meet the changing environment
requirements.
(vi) Trained Personnel
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.
(vii) Board Committees
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.
2 Internal Audit Function
The Groups internal audit function is carried out by both
outsourced external consultants and in-house internal
audit department to assist the Audit Committee and Board
in providing independent assessment on the adequacy,
efficiency and effectiveness of the Groups internal control
system.
internal audit function 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 presented to
the Audit Committee at their quarterly meetings.
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.
3 Information and Communication

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.
4
Monitoring and Review

Scheduled operational and management meetings are
held to discuss and review the business plans, budgets,
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 Board for review.
WEAKNESSES IN INTERNAL CONTROLS THAT RESULTED

IN MATERIAL LOSSES
There were no major weaknesses in internal control which
resulted in material losses during the current financial period.
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 the Annual Report of the Group for the period
ended 31 March 2013 and 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 process adopted by the Board in reviewing
the adequacy and integrity of the system of risk management and
internal control.
CONCLUSION
The Board is of the view that the Groups systems of risk
management and internal controls are adequate to safeguard
shareholders investments and the Groups assets. However,
the Board is also cognizant of the fact that the Groups system
of internal control and risk management practices must
continuously evolve to meet the changing and challenging business
environment. Therefore, the Board will, when necessary, put in
place appropriate action plans to further enhance the system of
risk management and internal controls.
This statement is made in accordance with the resolution of
the Board dated 24 July 2013.
46
Additional Compliance Information
7. Variation in Results
1. Utilization of Proceeds
On 21 December 2012, the Company completed its Private
Placement exercise and the entire 33,000,000 Placement
Shares were listed on the Main Market of Bursa Securities.
The gross proceeds that had been raised from the Private
Placement of RM64.350 million and its status of utilization
as at the latest practicable date are as follows:
Purpose
Intended
Proposed
Actual Timeframe Balance /
Utilization Utilization
for Deviation
(RM000)
(RM000) Utilization (RM000)
There were no variances of 10% or more between the

results for the financial period ended 31 March 2013 and
the unaudited results previously announced.
8. Profit Guarantees
The Company did not give any profit guarantee during the
financial period under review.
9. Material Contracts
Capital
expenditure
for business
expansion
44,695
33,790
within 24
months
Working
capital
19,155
19,155
within 12
months
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 period
ended 31 March 2013 or, if not then subsisting, entered
into since the end of the previous financial year.
500
504
within 1
month
(4)
10. Recurrent Related Party Transactions of a Revenue or

Trading Nature (RRPT)
64,350
53,449
Estimated
expenses
10,905*
* The remaining proceeds of RM10.905 million are intended

to be utilized for business expansion purposes in the
domestic and international markets, which comprise,
but not limited to, opening of new outlets in the domestic
and international markets, acquisition of equipment for
the new and existing outlets, acquisition of plant and
machineries for the new and existing factories, and also
investments into a Central Kitchen Business to support
the development of the licensed shops in China.
The Company had obtained shareholders mandate at the

Annual General Meeting held on 28 June 2012 to allow the
Group to enter into RRPT with related parties.
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 details of the RRPT conducted during the financial
period ended 31 March 2013 pursuant to the shareholders
mandate are as follows:
2. Share Buy-Backs
There was no share buy-back by the Company during the
financial period under review.
3. Options, Warrants or Convertible Securities
Name of
Company
Rental of office
space from
Lee Teck Wai
(as Trustee for
CN Properties
Sdn Bhd)
60,000
Lee Teck Wai

and Lee Siew
Kong
Conneczone Rental of outlet

Sdn Bhd
from Gourmet
Corner KL
Sdn Bhd
313,500
Lim Ah Fah
Oldtown
Berhad
No options, warrants or convertible securities have been

issued by the Company.
4. Depository Receipt Programme
The Company did not sponsor any depository receipt
programme during the financial period under review.
5. Imposition of Sanctions/Penalties
There were no sanctions and/or penalties imposed on the
Company and its subsidiaries, Directors or management
by any relevant regulatory bodies during the financial
period under review.
6. Non-Audit Fees
The amount of non-audit fees incurred for services
rendered to the Group for the financial period ended 31
March 2013 by the Companys external auditors and their
affiliates amounted to RM407,337.00.
Related Parties
Value of
and Type of
Transaction Interested
Recurrent Related for FP2013 Related
Party Transactions
RM
Parties
Dynasty
Kitchen
Sdn Bhd
Sale of food
and beverages
products to
OTK Northern
Sdn Bhd
1,081,375 Goh Ching

Mun^
ANNUAL REPORT 2013
47
Name of
Company
Emperors
Kitchen
Sdn Bhd
Related Parties
Value of
and Type of
Party Transactions
RM
Parties
Sub-rental of
office and factory
from Old Town
International Sdn
Bhd
540,000
Name of
Company
Old Town
International
Sdn Bhd
Gongga
Food
Sdn Bhd
Old Town
Rental of outlet
Kopitiam
from Noble
Butterworth Virtue Sdn Bhd
Sdn Bhd
66,000
Lee Siew Kong,

Lee Teck Wai and
Lee Siew Heng^
Old Town
Kopitiam
Sdn Bhd
Rental of outlet
from Soonsen
Enterprise Sdn
Bhd (now known
as Myth Empire
Sdn Bhd)
197,600
Chin Lai Yoong^

and Lee Siew
Kong
White Cafe
Marketing
Sdn Bhd
Sub-Rental of
office from Old
Town International
Sdn Bhd
75,000
White Cafe
Marketing
Sdn Bhd
Sale of food and beverages products to:
Gongga
Food
Sdn Bhd
Acadian Gourmet
KK Sdn Bhd
23,309
Gourmet Corner
KL Sdn Bhd
31,770
OTK (Genting)
Sdn Bhd
715,583
OTK Logistics
Sdn Bhd
262,068
OTK Northern
Sdn Bhd
23,018
Sub-rental of office
and warehouse
from Old Town
International
Sdn Bhd
615,000
Rental of hostel
and office from
AC Montage
Marketing
Sdn Bhd
65,020
Purchase of food
and beverages
products from
Natural Marketing
Sdn Bhd
241,051

GC Alamanda
Sdn Bhd
836,527
Lim Ah Fah and

Azmah Binti
Abdul Aziz
GC Bangi
Sdn Bhd
807,188
Ahmed Razif Bin

Ahmed Tasir,
Nurul Asyiqin
Motimbin bt
Abdullah and
Azmah Binti
Abdul Aziz
Gourmet Corner
Sdn Bhd
Old Town
International
Sdn Bhd
Lee Siew Heng^
(1)
Lim Ah Fah
Goh Ching Mun^

Old Town
International
Sdn Bhd
Lee Siew Heng^

and Chin Lai
Yoong^
Lim Ah Fah
Related Parties
Value of
and Type of
Party Transactions
RM
Parties
1,059,346 Lim Ah Fah and

Chin Lai Cheng @
Angeline
GC Kapar
Sdn Bhd
562,863
Lim Ah Fah(4)
OTK Northern
Sdn Bhd
280,195
Goh Ching Mun^
OTK USJ
Sdn Bhd
662,141
Lee Siew Fong

and Koo Yai Peng
GC Bangsar
Sdn Bhd
811,587
Lim Ah Fah(2)
GC South City
Sdn Bhd
503,099
Acadian Gourmet
KK Sdn Bhd
613,889
Acadian Gourmet
PB Sdn Bhd
862,773
Acadian Gourmet
Sdn Bhd
464,988
GC Bangsar Two
Sdn Bhd
714,196
GC Brickfields
Sdn Bhd
772,061
GC Selayang
Sdn Bhd
651,820
GC Shamelin
Sdn Bhd
553,238
Gourmet Chef
Sdn Bhd
482,288
Gourmet Corner
KL Sdn Bhd
893,011
Gourmet Corner
Ipoh Sdn Bhd
1,100,082
Lee Siew Heng^(1)
Lim Ah Fah
48
Name of
Company
Gongga
Food
Sdn Bhd
Related Parties
Value of
and Type of
Party Transactions
RM
Parties

OTK (Genting)
Sdn Bhd
7,616,579 Lim Ah Fah
OTK Logistics
Sdn Bhd
3,080,177
Kopitiam
Sale of furniture and utensils pursuant to
Asia Pacific the franchise arrangement in relation to the
Sdn Bhd
operation of cafe outlets to:
GC Brickfields
Sdn Bhd
15,275
GC Shamelin
Sdn Bhd
24,008
Lim Ah Fah
OTK (Alam
Damai) Sdn Bhd
334,705
OTK (Intan)
Sdn Bhd
738,898
Gourmet Corner
Ipoh Sdn Bhd
44,019
OTK (Kuala
Selangor) Sdn Bhd
431,918
OTK Logistics
Sdn Bhd
171,523
OTK (Rawang)
Sdn Bhd
700,638
OTK (Genting)
Sdn Bhd
197,279
OTK (Shah Alam)

Sdn Bhd
695,820
GC Kapar Sdn Bhd
202,754
Lim Ah Fah(4)
40,267
OTK Manjung
Sdn Bhd
680,897
Gourmet Corner
Sdn Bhd
Lim Ah Fah and

Chin Lai Cheng @
Angeline
OTK (Petaling
Jaya) Sdn Bhd
57,910
Lim Ah Fah and

Lee Teck Wai
Lim Ah Fah(3)
OTK (Petaling
Jaya) Sdn Bhd
Lim Ah Fah(3)
Name of
Company
Related Parties
Value of
and Type of
Party Transactions
RM
Parties
1,137,871 Lim Ah Fah and

Lee Teck Wai
OTK Ipoh Road

Sdn Bhd
441,268
OTK (Rawang)
Sdn Bhd
408,058
OTK Megah
Sdn Bhd
304,058
OTK (Shah Alam)

Sdn Bhd
495,729
OTK Sunway
Sdn Bhd
622,082
OTK Northern
Sdn Bhd
171,687
Kopitiam
Purchase of
Asia Pacific uniform from
Sdn Bhd
Mayson Trade (M)
Sdn Bhd
162,847
Rental of a
terrace house from
Lim Khim Lan
75,000
Sub-rental of
office from Old
Town International
Sdn Bhd
195,000
Payment of logistic
and loading fees to
OTK Sarawak
Sdn Bhd
72,986
Chin Lai Yoong^
Goh Ching Mun^
Advertising and promotion fees charged to:

Acadian Gourmet
KK Sdn Bhd
49,533
Acadian Gourmet
PB Sdn Bhd
63,401
Acadian Gourmet
Sdn Bhd
33,936
Old Town
International
Sdn Bhd
GC Alamanda
Sdn Bhd
73,653
Lim Ah Fah and

Azmah Binti
Abdul Aziz
Lim Ah Fah(5)
GC Bangi
Sdn Bhd
63,423
Ahmed Razif Bin

Ahmed Tasir,
Nurul Asyiqin
Motimbin bt
Abdullah and
Azmah Binti
Abdul Aziz
Lim Khim Lan
Lee Siew Heng^

(1)
ANNUAL REPORT 2013
49
Name of
Company
Related Parties
Value of
and Type of
Party Transactions
RM
Parties
Kopitiam
Asia Pacific
GC Bangsar
76,413 Lim Ah Fah(2)
Sdn Bhd
Sdn Bhd
GC South City
Sdn Bhd
44,169
GC Bangsar Two
Sdn Bhd
75,834
GC Brickfields
Sdn Bhd
Name of
Company
Related Parties
Value of
and Type of
Party Transactions
RM
Parties
Kopitiam
Asia Pacific
OTK Megah
26,227 Lim Ah Fah and
Sdn Bhd
Sdn Bhd
Lee Teck Wai
OTK Sunway
Sdn Bhd
53,527
OTK Northern
Sdn Bhd
96,420
Goh Ching Mun^
65,980
OTK Sarawak
Sdn Bhd
87,584
Lim Ah Fah(5)
GC Selayang
Sdn Bhd
59,143
OTK USJ
Sdn Bhd
63,727
Lee Siew Fong

and Koo Yai Peng
GC Shamelin
Sdn Bhd
56,844
Payment of royalty fees pursuant to the

franchise arrangement by:
Gourmet Chef
Sdn Bhd
42,638
Acadian Gourmet
KK Sdn Bhd
82,555
Gourmet Corner
Ipoh Sdn Bhd
100,122
Acadian Gourmet
PB Sdn Bhd
105,668
Gourmet Corner
KL Sdn Bhd
84,787
Acadian Gourmet
Sdn Bhd
56,560
OTK (Genting)
Sdn Bhd
937,412
GC Alamanda
Sdn Bhd
122,755
GC Kapar Sdn Bhd
48,265
Lim Ah Fah(4)
Lim Ah Fah and

Azmah Binti
Abdul Aziz
Gourmet Corner
Sdn Bhd
95,238
Lim Ah Fah and

Chin Lai Cheng @
Angeline
GC Bangi
Sdn Bhd
105,706
OTK (Alam
Damai) Sdn Bhd
30,197
Lim Ah Fah(3)
OTK (Intan)
Sdn Bhd
71,331
Ahmed Razif Bin

Ahmed Tasir,
Nurul Asyiqin
Motimbin bt
Abdullah and
Azmah Binti
Abdul Aziz
127,355
Lim Ah Fah(2)
OTK (Kuala
Selangor) Sdn Bhd
42,531
GC Bangsar
Sdn Bhd
73,615
OTK (Rawang)
Sdn Bhd
65,139
GC South City
Sdn Bhd
126,390
OTK (Shah Alam)

Sdn Bhd
61,350
GC Bangsar Two
Sdn Bhd
109,966
OTK Manjung
Sdn Bhd
61,338
GC Brickfields
Sdn Bhd
98,572
OTK (Petaling
Jaya) Sdn Bhd
96,098
GC Selayang
Sdn Bhd
94,739
OTK Ipoh Road

Sdn Bhd
36,437
GC Shamelin
Sdn Bhd
Gourmet Chef
Sdn Bhd
71,063
Lim Ah Fah
Lim Ah Fah and

Lee Teck Wai
Lee Siew Heng^(1)
Lim Ah Fah
50
Name of
Company
Details of relationships:
Related Parties
Value of
and Type of
Party Transactions
RM
Parties
Lim Ah Fah:
Lee Teck Wai:
Kopitiam
Payment of royalty fees pursuant to the
Asia Pacific franchise arrangement by:
Sdn Bhd
Gourmet Corner
141,312 Lim Ah Fah
KL Sdn Bhd
Gourmet Corner
Ipoh Sdn Bhd
OTK (Genting)
Sdn Bhd
Sister-in-law of Lee Siew Heng^ and Chin Lai Yoong^
Lee Siew Kong: Brother of Lee Siew Heng^ and brother-in-law of Chin Lai Yoong^
166,869
Brother of Lee Siew Heng^, brother-in-law of Chin Lai Yoong^

and
Lee Siew Fong: Sister of Lee Siew Heng^ and sister-in-law of Chin Lai Yoong^
Chin Lai Cheng: Spouse of Lee Siew Heng^ and sister-in-law of Chin Lai Yoong^
@ Angeline
Lim Khim Lan: Spouse of Clarence D Silva*
^
Our Director and Major Shareholder
Our Director and shareholder
Ahmed Razif Bin Ahmed Tasir, the son of Datuk Dr Ahmed Tasir Bin Lope Pihie*, is
a substantial shareholder of GC Bangi Sdn Bhd.
1,562,353
GC Kapar Sdn Bhd
80,442
Lim Ah Fah
Gourmet Corner
Sdn Bhd
158,730
Lim Ah Fah and

Chin Lai Cheng @
Angeline
(4)
Oldtown Asia
Pacific Limited
91,767
Lee Siew Heng^
OTK (Alam
Damai) Sdn Bhd
50,328
Lim Ah Fah(3)
OTK (Intan)
Sdn Bhd
118,884
OTK (Kuala
Selangor) Sdn Bhd
70,885
OTK (Rawang)
Sdn Bhd
108,565
OTK (Shah Alam)

Sdn Bhd
102,252
OTK Manjung
Sdn Bhd
102,231
OTK (Petaling
Jaya) Sdn Bhd
160,163
OTK Ipoh Road

Sdn Bhd
60,728
OTK Megah
Sdn Bhd
43,704
OTK Sunway
Sdn Bhd
89,211
OTK Northern
Sdn Bhd
160,699
Goh Ching Mun^
OTK Sarawak
Sdn Bhd
145,973
Lim Ah Fah(5)
OTK USJ
Sdn Bhd
106,212
Lee Siew Fong

and Koo Yai Peng
Azmah Binti Abdul Aziz, the wife of Datuk Dr Ahmed Tasir Bin Lope Pihie*, is a director
and substantial shareholder of GC Alamanda Sdn Bhd and GC Bangi Sdn Bhd.
Chin Lai Cheng @ Angeline is a substantial shareholder of Gourmet Corner Sdn Bhd.
Chin Lai Yoong^ is a director and substantial shareholder of Soonsen Enterprise Sdn
Bhd and AC Montage Marketing Sdn Bhd.
Chin Lai Yoong^ is a substantial shareholder of Mayson Trade (M) Sdn Bhd.
Goh Ching Mun^ is a director and substantial shareholder of OTK Northern Sdn Bhd.
Koo Yai Peng, husband of Lee Siew Fong, is a director and substantial shareholder
of OTK USJ Sdn Bhd.
Lee Siew Fong is a director and substantial shareholder of OTK USJ Sdn Bhd.
Lee Siew Heng^ is a substantial shareholder of Acadian Gourmet KK Sdn Bhd(1),
Acadian Gourmet PB Sdn Bhd(1),and Acadian Gourmet Sdn Bhd(1).
Lee Siew Heng^ is a director and substantial shareholder of Oldtown Asia Pacific
Limited and Noble Virtue Sdn Bhd.
Lee Siew Heng^ is a shareholder of AC Montage Marketing Sdn Bhd.
Lee Siew Kong is director and substantial shareholder of CN Properties Sdn Bhd,
Noble Virtue Sdn Bhd and Soonsen Enterprise Sdn Bhd.
Lee Teck Wai is a director and substantial shareholder of CN Properties Sdn Bhd,
Noble Virtue Sdn Bhd, OTK (Petaling Jaya) Sdn Bhd, OTK Ipoh Road Sdn Bhd, OTK
Megah Sdn Bhd and OTK Sunway Sdn Bhd.
Lim Ah Fah and

Lee Teck Wai
Lim Ah Fah is a director and substantial shareholder of Gourmet Corner KL Sdn

Bhd, OTK (Genting) Sdn Bhd, Natural Marketing Sdn Bhd, GC Alamanda Sdn Bhd,
GC Bangsar Sdn Bhd(2), GC Bangsar Two Sdn Bhd, GC Brickfields Sdn Bhd, GC
Kapar Sdn Bhd(4), GC Selayang Sdn Bhd, GC Shamelin Sdn Bhd, GC South City Sdn
Bhd(2), Gourmet Chef Sdn Bhd, Gourmet Corner Ipoh Sdn Bhd, Gourmet Corner Sdn
Bhd, OTK (Alam Damai) Sdn Bhd(3), OTK (Intan) Sdn Bhd(3), OTK (Kuala Selangor) Sdn
Bhd(3), OTK (Petaling Jaya) Sdn Bhd, OTK (Rawang) Sdn Bhd(3), OTK (Shah Alam) Sdn
Bhd(3), OTK Ipoh Road Sdn Bhd, OTK Manjung Sdn Bhd(3), OTK Megah Sdn Bhd, OTK
Sunway Sdn Bhd and OTK Sarawak Sdn Bhd(5).
Lim Ah Fah is a substantial shareholder of OTK Logistics Sdn Bhd.
Nurul Asyiqin Motimbin bt Abdullah, the daughter-in-law of Ahmed Tasir Bin Lope
Pihie* is a director of GC Bangi Sdn Bhd.
Old Town International Sdn Bhd (OTI) is the holding company of Oldtown Berhad.
Lee Siew Heng^ and Goh Ching Mun^ are directors and substantial shareholders of
OTI. Chin Lai Yoong^ and Tan Say Yap^ are substantial shareholders of OTI.
Notes:
(1)
Deemed interested by virtue of his shareholding in Acadian LApparel

Manufacturing Sdn Bhd, pursuant to Section 6A of the Act
(2)
Deemed interested by virtue of her shareholding in Gourmet Corner KL Sdn

Bhd, pursuant to Section 6A of the Act
(3)
Deemed interested by virtue of her shareholding in OTK (Genting) Sdn Bhd,

pursuant to Section 6A of the Act
(4)
Deemed interested by virtue of her shareholding in Gourmet Corner Ipoh Sdn

Bhd, pursuant to Section 6A of the Act
(5)
Deemed interested by virtue of her substantial shareholdings in OTK Logistics

Sdn Bhd, the holding company of OTK Sarawak Sdn Bhd, pursuant to Section
6A of the Act
Directors Report
52
Independent
Auditors Report
56
Statements of
Comprehensive
Income
58
Statements of
Financial Position
60
62
Statements of
Changes In Equity
64
Statements of
Cash Flows
68
Notes to the
135 Statement by Directors

135 Declaration by the Officer
Primarily Responsible for
the Financial Management
of the Company
52
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 period January 1, 2012 to March 31, 2013.
CHANGE IN FINANCIAL YEAR-END
During the financial period, the Group and the Company changed their financial year-end from December 31 to March 31. Accordingly,
the financial statements of the Group and of the Company for the current financial period are drawn up for a period of fifteen months
from January 1, 2012 to March 31, 2013.
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 period.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial period are as follows:

The Group
RM
The Company
RM
Profit for the period
55,586,866
33,025,987
Profit attributable to:

Non-controlling interests
55,527,110
59,756
33,025,987
55,586,866
33,025,987
In the opinion of the directors, the results of operations of the Group and of the Company during the financial period 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 December 31, 2011 under single tier tax system of 4.0 sen per share,
amounting to RM13,200,000 was paid on August 15, 2012.
An interim dividend declared in respect of the current financial period under single tier tax system of 6.0 sen per share, amounting
to RM19,800,000 was paid on January 10, 2013.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM10,890,000 in respect of the current financial period.
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, 2014.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial period other than those disclosed in the financial
statements.
ISSUE OF SHARES AND DEBENTURES
During the current financial period, the issued and paid-up ordinary share capital of the Company was increased from RM330,000,000 to
RM363,000,000 by the issuance of 33,000,000 new ordinary shares of RM1.00 each pursuant to a private placement exercise at an issue
price of RM1.95 per ordinary share.
The resulting premium arising from the shares issued above of RM31,350,000 has been credited to the share premium account.
The new ordinary shares issued rank pari passu with the then existing ordinary shares of the Company.
The Company has not issued any debentures during the financial period.
ANNUAL REPORT 2013
53
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial period to take up unissued shares of the Company.
No shares have been issued during the financial period by virtue of the exercise of any option to take up unissued shares of the
Company. As of the end of the financial period, there were no unissued shares of the Company under options.
OTHER STATUTORY INFORMATION
Before the statements of 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 no allowance for doubtful
debts was necessary; 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:
(a) which would require the writing off of bad debts or the making of allowance for doubtful debts in the financial statements of
the Group and of the Company; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render any amount stated in the 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 period 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 period.
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 period 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 period 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 period in which this report is made other than those disclosed in Note 43 to the financial
statements.
54
Directors Report
DIRECTORS
The following directors served on the Board of the Company since the date of the last report:
Datuk Dr. Ahmed Tasir bin Lope Pihie, PJN, PMP, JSM, FASc
Mr. Lee Siew Heng
Mr. Mark Wing Kong
Madam Chin Lai Yoong
Mr. Chuah Seong Meng
Mr. Clarence DSilva A/L Leon DSilva
Mr. Goh Ching Mun
Mr. Tan Say Yap
Mr. Tan Chon Ing @ Tan Chong Ling (appointed on November 7, 2012)
Dr. Leong Chik Weng (resigned on September 13, 2012)
In accordance with Article 84 of the Companys Articles of Association, Madam Chin Lai Yoong, Mr. Clarence DSilva A/L Leon
DSilva and Mr. Tan Say Yap retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for
re-election.
Mr. Tan Chon Ing @ Tan Chong Ling who was appointed to the Board since the last Annual General Meeting, retires under Article 91 of
the Companys Articles of Association and, being eligible, offers himself for re-election at the forthcoming Annual General Meeting.
DIRECTORS INTERESTS
The shareholdings in the Company of those who were directors at the end of the financial period, as recorded in the Register of Directors
Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:

Number of ordinary shares of RM1 each

Balance as of
Balance as of
1.1.2012
Bought
Sold
31.3.2013
Shares in the Company

Registered in the name of directors
Datuk Dr. Ahmed Tasir bin Lope Pihie, PJN, PMP, JSM, FASc
Mr. Lee Siew Heng
Mr. Mark Wing Kong
Mr. Clarence DSilva A/L Leon DSilva
Mr. Goh Ching Mun
Mr. Tan Say Yap
100,000
17,772,560
100,000
4,634,559
100,000
330,001
5,107,200

100,000
-
(50,000)
(12,772,560)
(50,000)
(3,760,000)

(430,001)
(4,734,450)
50,000
5,000,000
50,000
874,559
100,000
372,750
Indirect interest by virtue of shares held by a company

in which the directors have interest
Mr. Lee Siew Heng
Mr. Goh Ching Mun
195,099,998
195,099,998
195,099,998
2
2
2
(29,755,000)
(29,755,000)
(29,755,000)
165,345,000
165,345,000
165,345,000
675,001
549,002
70,000
920,001
250,001
6,053
14,158
3,684
48,421
13,159
-
-
-
-
-
681,054
563,160
73,684
968,422
263,160
Shares in the ultimate holding company,

Old Town International Sdn. Bhd.
Mr. Lee Siew Heng
Mr. Chuah Seong Meng
Mr. Goh Ching Mun
Mr. Tan Say Yap
By virtue of their interest in the shares of the Company and of the holding company, Mr. Lee Siew Heng, Madam Chin Lai Yoong
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.
Other than disclosed above, Mr. Chuah Seong Meng and Mr. Tan Chon Ing @ Tan Chong Ling did not hold shares in the Company
during the financial period. Under the Companys Articles of Association, the directors are not required to hold any share in the
Company.
ANNUAL REPORT 2013
55
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 period, 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 KassimChan, 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
Ipoh,
July 24, 2013
56
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, 2013 and the statements of comprehensive income, statements of changes in equity and statements of
cash flows of the Group and of the Company for the period January 1, 2012 to March 31, 2013, and a summary of significant accounting
policies and other explanatory information, as set out on pages 58 to 133.
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,
2013 and of their financial performance and cash flows for the period January 1, 2012 to March 31, 2013 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 these 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.
ANNUAL REPORT 2013
57
OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 44 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
(a) As stated in Note 2.1 to the financial statements, the Company adopted Malaysian Financial Reporting Standards on January
1, 2012 with a transition date of January 1, 2011. These standards were applied retrospectively by directors to the comparative
information in these financial statements, including the statements of financial position as of December 31, 2011 and January
1, 2011, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the
year ended December 31, 2011 and related disclosures. The application of these standards have not affected the comparative
information as previously reported in accordance with Financial Reporting Standards. We were not engaged to report on
these comparative information which is now presented in accordance with the Malaysian Financial Reporting Standards and
hence, it is unaudited. Our responsibilities as part of our audit of the financial statements of the Group and of the Company
for the period January 1, 2012 to March 31, 2013 have, in these circumstances, included obtaining sufficient appropriate audit
evidence that the opening balances as of January 1, 2012 do not contain misstatements that materially affect the financial
position as of March 31, 2013 and financial performance and cash flows for the period January 1, 2012 to March 31, 2013.
(b) 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 KASSIMCHAN
AF 0080
Chartered Accountants
YEOH SIEW MING

Partner - 2421/05/15(J/PH)
Chartered Accountant
July 24, 2013
58
Statements of Comprehensive Income

For The Period January 1, 2012 To March 31, 2013
(With Comparative Figures For The Year Ended December 31, 2011)

Note
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Revenue
6
Investment revenue
7
Other gains and losses
8
Other operating income
9
Changes in inventories of finished goods,
work-in-progress, trading merchandise
food, beverages and consumables
Raw materials and consumables used
Purchase of trading merchandise, food,
beverages and consumables
Directors remuneration
10
Employee benefits expenses
9
Depreciation of property, plant and equipment
14
Amortisation of prepaid lease payments
15
Amortisation of intangible asset
21
Impairment loss on investment in a subsidiary
17
Impairment loss on goodwill
20
Share of profits/(losses) in associates
18
Finance costs
11
Other operating expenses
9
422,054,343
2,478,686
1,051,000
15,069,574
285,424,166
1,008,674
9,169,730
6,870,180
34,739,024
1,190,406

12,275,003
446,534
26,617
9,842
(108,625,603)
(192,486)
(74,812,551)
(79,756,129)
(2,649,522)
(60,023,198)
(17,583,643)
(230,928)
(2,929,087)

(1,959,643)
527,506
(1,345,971)
(91,140,342)
(60,830,239)
(1,425,117)
(38,231,816)
(12,225,702)
(190,135)
(1,366,907)

(663,302)
(1,671,369)
(58,908,686)
(Forward)
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM

(375,768)
(134,157)
(173,383)

(950,810)

(848)
(1,291,913)
(342,450)
(966,612)
(54,033)
(824)
(594,085)
ANNUAL REPORT 2013
59

Note
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Profit before tax

Income tax (expense)/credit
12
74,946,885
(19,360,019)
51,954,440
(11,738,460)
33,002,551
23,436
10,790,150
(265,000)
PROFIT FOR THE PERIOD/YEAR
55,586,866
40,215,980
33,025,987
10,525,150
Other comprehensive income/(loss):

Changes in fair value of available-for-sale
financial assets
Exchange difference on translating
foreign subsidiaries
1,029,600
495,037
27,343
(20,139)
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
TOTAL COMPREHENSIVE INCOME

FOR THE PERIOD/YEAR
56,596,327
40,243,323
33,521,024
10,525,150
Profit attributable to:

55,527,110
59,756
40,177,325
38,655
33,025,987

10,525,150
55,586,866
40,215,980
33,025,987
10,525,150
Total comprehensive income attributable to:

56,536,571
59,756
40,204,668
38,655
33,521,024

10,525,150
56,596,327
40,243,323
33,521,024
10,525,150
0.16
0.20
Earnings per share

Basic and diluted (RM per share)
13
The accompanying Notes form an integral part of the financial statements.
60
Statements of Financial Position

AS OF MARCH 31, 2013
(With Comparative Figures As Of December 31, 2011 and January 1, 2011)

31.3.2013

Note
RM
The Group
31.12.2011
1.1.2011
RM
RM

31.3.2013
RM
The Company
31.12.2011
RM
1.1.2011
RM
ASSETS
Non-current assets
Property, plant
and equipment 14 102,396,819
Prepaid lease
payments
15 13,757,480
Investment
properties
16
2,040,000
Investments in
subsidiaries
17

Investments in
associates
18
1,706,196
Other investments 19 46,628,062
Goodwill on
consolidation
20 23,711,995
Intangible asset
21 19,136,699
Deferred tax
assets
22
1,280,000
Total non-current assets 210,657,251
Current assets
Inventories
Trade and other
receivables
Amount owing by
ultimate holding
company
Amount owing by
subsidiaries
Amount owing by
associates
Other investments
Current tax assets
Fixed deposits,
cash and bank
balances
52,804,871
45,199,768
1,930,665
494,581
13,988,408
14,178,543
1,860,000
1,800,000
289,552,121
290,452,291
1,208,690
765,752
448,739
29,000
1,101,002
15,447,383
1,101,002

25,671,638
22,065,786
6,629

1,194,000
1,065,000
119,559,145
62,727,679
308,031,171
292,047,874
23
14,227,762
16,416,371
11,872,978
24
48,782,856
44,408,047
40,341,115
173,668
98,335
977,826
25
5,229,705
25
64,911,665
10,905,656
522,500
25
19
12
1,349,508
25,693,547
1,105,598
1,398,828
10,205,442
550,388
2,839,617

292,170

15,047,654
10,951
60,000

5,500
26
86,227,153
85,627,025
15,417,931
29,343,928
48,222,820
96,064
Total current assets
177,386,424
158,606,101
75,993,516
109,487,866
59,286,811
1,601,890
Total assets
388,043,675
278,165,246
138,721,195
417,519,037
351,334,685
1,601,894
(Forward)
ANNUAL REPORT 2013
61

31.3.2013

Note
RM
The Group
31.12.2011
1.1.2011
RM
RM

31.3.2013
RM
The Company
31.12.2011
RM
1.1.2011
RM
EQUITY AND LIABILITIES

Capital and reserves
Issued capital
27 363,000,000
Reserves
28 (178,083,805)
Retained earnings/
(Accumulated
losses)
29 119,934,410
330,000,000
(210,335,578)
2
3,476,745
363,000,000
44,048,681
330,000,000
12,311,332
97,407,300
65,479,975
1,074,751
1,048,764
(1,226,386)
Equity attributable
to owners of
the Company 304,850,605
Non-controlling
interests
30
2,192,022
217,071,722
68,956,722
408,123,432
343,360,096
(1,226,384)
235,562
Net equity
307,042,627
217,307,284
68,956,722
408,123,432
343,360,096
(1,226,384)
837,040
25,287,874
2,060,600
1,829,991
11,484,307
2,773,260
1,746,538
15,789,775
2,808,865
16,628
46,852
2,069,412
2,261,061
1,987,054
30,271,554
18,395,471
22,332,232
35
40,044,852
34,600,908
37,930,882
206,709
264,751
2,828,278
25
87,936
51,196
27,348
1,545
25
9,188,896
7,453,968
36
4,463
31
32
33
648,266
7,767,923
1,496,427
860,763
1,536,869
1,298,597
606,865
5,542,994
1,288,779
34
24,180
24,180
12
659,910
4,085,515
2,035,373
254,325
Total current liabilities
50,729,494
42,462,491
47,432,241
9,395,605
7,974,589
2,828,278
Total liabilities
81,001,048
60,857,962
69,764,473
9,395,605
7,974,589
2,828,278
Total equity and liability 388,043,675
278,165,246
138,721,195
417,519,037
351,334,685
1,601,894
Non-current liabilities
Hire-purchase
payables
31
Borrowings
32
Deferred income
33
Deferred capital
grant
34
Deferred tax
liabilities
22
Total non-current
liabilities
Current liabilities
Trade and
other payables
Amount owing to
ultimate holding
company
Amount owing to
subsidiaries
Amount owing
to a director of
a subsidiary
Hire-purchase
payables
Borrowings
Deferred income
Deferred capital
grant
Current tax
liabilities

329,999,998
Other comprehensive
income for the year
Profit for the year
Total comprehensive
income for the year
Payment of dividends
37
Issue of shares
27

33,000,000
363,000,000
Other comprehensive
income for the period
Total comprehensive
37
Issue of shares
27
Balance as of
March 31, 2013
(222,653,894)
(222,653,894)
(226,150,998)
3,497,104
(13,155)
(20,139)

(20,139)

6,984
27,343

27,343

(20,359)
1,029,600
1,029,600

1,029,600

119,934,410
55,527,110
(33,000,000)

55,527,110
97,407,300
40,177,325
(8,250,000)

40,177,325
65,479,975
Distributable
Reserve -
Retained
Earnings
RM
43,553,644

31,242,312
12,311,332
330,000,000
Balance as of
December 31, 2011
Arising from acquisition
of subsidiaries
30

12,311,332
Balance as of
January 1, 2011
of subsidiaries
30

Non-distributable

Foreign

Reserve
Currency
Investment

Issued
Share
Arising From
Translation
Revaluation

Capital
Premium Restructuring
Reserve
Reserve
The Group
Note
RM
RM
RM
RM
RM
FOR THE PERIOD JANUARY 1, 2012 TO MARCH 31, 2013

Statement of Changes In Equity
304,850,605
56,536,571
(33,000,000)
64,242,312
1,009,461
55,527,110
217,071,722
40,204,668
(8,250,000)
342,311,330
27,343
40,177,325
(226,150,998)
68,956,722
Attributable
to Owners
of the
Company
RM
2,192,022
59,756
(56,000)

59,756
1,952,704
235,562
38,655

38,655
196,907
Non-
controlling
Interests
RM
307,042,627
56,596,327
(33,056,000)
64,242,312
1,009,461
55,586,866
1,952,704
217,307,284
40,243,323
(8,250,000)
342,311,330
27,343
40,215,980
(225,954,091)
68,956,722
Net
Equity
RM
62
ANNUAL REPORT 2013
Statement of Changes In Equity
63


Non-distributable

Reserves

Investment

Issued
Share
Revaluation

Capital
premium
Reserve
The Company
Note
RM
RM
RM
Distributable
Reserve Retained
Earnings/
(Accumulated
Losses)
RM
Net
Equity
RM
Balance as of January 1, 2011

Profit and total comprehensive
income for the year
37
Issue of shares
27
(1,226,386)
(1,226,384)

329,999,998

12,311,332
10,525,150
(8,250,000)

10,525,150
(8,250,000)
342,311,330
Balance as of December 31, 2011
330,000,000
12,311,332
1,048,764
343,360,096
Other comprehensive
495,037

33,025,987
495,037
33,025,987

33,000,000

31,242,312
495,037

33,025,987
(33,000,000)

33,521,024
(33,000,000)
64,242,312
363,000,000
43,553,644
495,037
1,074,751
408,123,432
Total comprehensive
37
Issue of shares
27
Balance as of March 31, 2013
64
Statement of Cash Flows


Note
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Profit for the period/year
Adjustments for:
Income tax expense recognised in profit or loss

Amortisation of intangible asset

Impairment on goodwill
Property, plant and equipment written off
Finance costs
Amortisation of prepaid lease payments
Inventories written down in value

Inventories written off
Bad debts written off
Investment revenue recognised in profit or loss
Gain on disposal of property, plant and equipment

Share of (profits)/losses in associates

Changes in fair value of investment properties
Unrealised gain on foreign exchange
Deferred capital grants
Dividend income
Real Property Gains Tax

Impairment loss recognised on receivables
Gain on disposal of investment in associates
Changes in fair value of other investments
Gain on disposal of availableforsale investment
Reversal of impairment loss on trade receivables
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
55,586,866
40,215,980
19,360,019
17,583,643
2,929,087
1,959,643
1,566,759
1,345,971
230,928
215,708
138,336
9,762
(2,478,686)
(924,392)
(527,506)
(180,000)
(103,264)
(30,224)
(15,000)

11,738,460
12,225,702
1,366,907
666,301
1,671,369
190,135
18,436
(1,008,674)
(2,843,305)
663,302
(60,000)
(140,827)
(14,105)
(5,000)
80,986
6,325
(5,573,468)
(205,442)
(51,101)
(6,385)

Movements in working capital:
(Increase)/Decrease in:
Inventories
Trade and other receivables
Amount owing by associates

Increase/(Decrease) in:
Trade and other payables
Deferred income
Amount owing to ultimate holding company
96,667,650
58,935,596
1,835,941
(4,141,645)
21,454
(3,134,220)
(6,814,310)
731,585
1,312,614
(519,554)
28,910
3,384,879
407,440
Cash Generated From Operations

Income tax refunded
Income tax paid
Real property gains tax paid
95,205,370
1,042,623
(24,661,799)

53,510,970
525,499
(11,720,835)
(80,986)
Net Cash From Operating Activities
71,586,194
42,234,648
(Forward)
ANNUAL REPORT 2013
65

Note
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Interest income received
Proceeds from disposal of property, plant and equipment
Rental income received
Repayment from/(Advances granted to) associates

Dividend income received
Purchase of property, plant and equipment
39(a)
Purchase of other investments

Investment in unquoted shares

Advance payments for acquisition of property, plant and equipment
(Placement)/Withdrawal of fixed deposits

Proceeds from disposal of other investments
Proceeds from disposal of investment in an associate company
Acquisition of subsidiaries* (Net)
Additional investment in associates
2,388,686
1,915,263
90,000
60,000
45,000
(63,681,693)
(60,000,000)
(320,815)
(208,292)
(129,773)

779,286
6,533,507
115,100
(60,000)
5,000
(12,436,634)
(20,000,000)
(22,561)
(793,263)
1,623,099
10,051,101
450,000
(13,006,415)
(861,322)
(119,841,624)
(27,623,102)
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Proceeds from issuance of shares

Proceeds from term loans
Proceeds from trust receipts
Repayment from ultimate holding company
Dividends paid to owners of the Company

Repayment of term loans

Finance costs paid

Repayment of hire-purchase payables

Payment for share issue expenses

Dividends paid to non-controlling interests

Repayment to a director of a subsidiary
Repayment of bankers acceptances - net
64,350,000
17,952,260
4,438,008
7,830
(33,000,000)
(2,367,134)
(1,345,971)
(1,205,448)
(107,688)
(56,000)
(4,463)

79,242,500
4,800,000
799,816
(8,250,000)
(10,066,980)
(1,671,369)
(880,170)
(3,537,168)
(2,065,000)
Net Cash From Financing Activities
48,661,394
58,371,629
NET INCREASE IN CASH AND CASH EQUIVALENTS
405,964
72,983,175
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD/YEAR

Currency translation differences
Effect of exchange differences
83,197,667
36,176
28,215
10,291,416
(76,924)
CASH AND CASH EQUIVALENTS AT END OF PERIOD/YEAR
83,668,022
83,197,667
Net Cash Used In Investing Activities
39(b)
66
Statement of Cash Flows


Note
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Profit for the period/year
Adjustments for:
Impairment loss on investment in a subsidiary
Finance cost
Dividend income

Investment revenue recognised in profit or loss
Income tax (credit)/expense recognised in profit or loss

Gain on disposal of available-for-sale investment
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
33,025,987
10,525,150
950,810
173,383
848
(34,739,024)
(1,190,406)
(23,436)

54,033
824
(11,167,503)
(446,534)
265,000
649
(26,617)

Movements in working capital:
(Increase)/Decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
(1,801,838)
(794,998)
(75,333)
(71,817)
819,490
1,325,136
Cash (Used In)/Generated From Operations

Dividend income
Income tax paid
(1,948,988)
34,739,024
(241,840)
1,349,628
11,167,503
(5,175)
Net Cash From Operating Activities
32,548,196
12,511,956
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Interest income received

Repayment received from associates
Advances granted to subsidiaries - net
Purchase of other investments
Purchase of property, plant and equipment
39(a)
Investment in subsidiaries
Proceeds from disposal of other investments
Acquisition of subsidiaries*
Subscription of additional shares in a subsidiary
Investment in associate
1,190,406
60,000
(54,006,009)
(30,000,000)
(1,595,692)
(50,640)

446,534
(10,383,156)
(5,000,000)
(385,475)
5,026,617
(19,718,002)
(99,000)
(2)
Net Cash Used In Investing Activities
(84,401,935)
(30,112,484)
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Proceeds from issuance of shares
Advances received from/(Repayment to) subsidiaries - net
Dividends paid
Payment for share issue expenses

(Repayment to)/Advances received from holding company - net
Finance cost paid
64,350,000
1,734,928
(33,000,000)
(107,688)
(1,545)
(848)
79,242,500
(1,728,769)
(8,250,000)
(3,537,168)
1,545
(824)
Net Cash From Financing Activities
32,974,847
65,727,284
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(18,878,892)
48,126,756
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD/YEAR
48,222,820
96,064
CASH AND CASH EQUIVALENTS AT END OF PERIOD/YEAR
29,343,928
48,222,820
(Forward)
39(b)
ANNUAL REPORT 2013
67
*ANALYSIS OF ACQUISITION OF SUBSIDIARIES

In previous year, the Company acquired nine (9) subsidiaries. The fair values of the assets acquired and the liabilities assumed
are as follows:

RM
Property, plant and equipment

Deferred franchise fees
Inventories
Other assets
Current tax assets
Fixed deposits, cash and bank balances
Supplier exclusive right
Deferred capital grant
Other liabilities
Hire-purchase payables
Borrowings
Amount owing to a director
Current tax liabilities
Deferred tax liabilities
13,240,640
439,135
1,408,132
6,973,617
2,056,229
301,540
7,165,757
23,432,693
(11,934,316)
(85,137)
(1,311,828)
(590,721)
(662,906)
(4,463)
(1,044,185)
(650,000)
Fair value of net assets acquired

Minority interests
38,734,187
(196,907)
Groups share of net assets acquired

Goodwill on consolidation
38,537,280
25,665,009
Cost of acquisition
64,202,289
RM
Consideration paid in cash

Consideration paid by issuance of shares
24,848,289
39,354,000
64,202,289
Consideration paid in cash

Less: Cash paid to Kopitiam Asia Pacific Sdn. Bhd. for its
investments in Old Town Kopitiam Butterworth Sdn. Bhd.
and Old Town Kopitiam Kuala Lumpur Sdn. Bhd. prior to the acquisition
24,848,289

Less: Cash and bank balances
Fixed deposit on lien to bank
19,718,002
(7,165,757)
454,170
Net cash outflow on acquisition of subsidiaries
13,006,415
(5,130,287)
68
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 period.
The registered office of the Company is located at 47A, Jalan Chung Ah Ming, Pasir Puteh, 31650 Ipoh, Perak Darul Ridzuan.
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 24, 2013.
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.
2.1 Adoption of MFRSs
The Groups and the Companys financial statements for the financial period ended March 31, 2013 have been prepared in
accordance with MFRSs for the first time. In the previous years, these financial statements were prepared in accordance
with Financial Reporting Standards (FRSs).
The transition to MFRSs is accounted for in accordance with MFRS 1 First-time Adoption of Malaysian Financial Reporting
Standards, with January 1, 2011 as the date of transition. An opening statements of financial position as at the date of
transition has been prepared based on the accounting policies as described in Note 3. There were no significant changes
in accounting policies of the Group and of the Company as a consequence of the transition to MFRSs.
The transition to MFRSs does not have any impact on the reported financial position, financial performance and cash
flows of the Group and of the Company.
2.2 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:
Amendments to MFRS 7 and MFRS 132: Offsetting Financial Assets and Financial Liabilities and the Related Disclosures
The amendments to MFRS 132 clarify existing application issues relating to the offset of financial assets and financial
liabilities requirements. Specifically, the amendments clarify the meaning of currently has a legally enforceable right of
set-off and simultaneous realisation and settlement.
The amendments to MFRS 7 introduce new disclosure requirements relating to rights of offset and related arrangements
for financial instruments under an enforceable master netting agreements or similar arrangements. Both MFRS 132 and
MFRS 7 require retrospective application upon adoption.
To date, the Group and the Company have not entered into any such agreements or similar arrangements. However, the
directors anticipate that the application of these amendments to MFRS 132 and MFRS 7 may result in more disclosures
being made with regard to offsetting financial assets and financial liabilities in the future.
MFRS 9 and Amendments Relating to Mandatory Effective Date of MFRS 9 and Transition Disclosures
MFRS 9 (IFRS 9 issued by IASB in November 2009) introduces new requirements for the classification and measurement
of financial assets. MFRS 9 (IFRS 9 issued by IASB in October 2010) includes the requirements for the classification and
measurement of financial liabilities and for derecognition.
(Forward)
ANNUAL REPORT 2013
69
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Cont'd)

The amendments to MFRS 9 (IFRS 9 issued by IASB in November 2009 and October 2010 respectively) (MFRS 9) relating
to Mandatory Effective Date of MFRS 9 and Transition Disclosures which became immediately effective on the issuance
date of March 1, 2012 amended the mandatory effective date of MFRS 9 to annual periods beginning on or after January
1, 2015 instead of on or after January 1, 2013, with earlier application still permitted as well as modified the relief
from restating prior periods. MFRS 7 which was also amended in tandem with the issuance of the aforementioned
amendments introduces new disclosure requirements that are either permitted or required on the basis of the entitys
date of adoption and whether the entity chooses to restate prior periods.
Key requirements of MFRS 9 are described as follows:

all recognised financial assets that are within the scope of MFRS 139 Financial Instruments: Recognition and
Measurement to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are
held within a business model whose objective is to collect the contractual cash flows, and that have contractual
cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at
amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are
measured at their fair values at the end of subsequent accounting periods. In addition, under MFRS 9, entities may
make an irrevocable election to present subsequent changes in the fair value of equity instrument (that is not held
for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.
with regard to the measurement of financial liabilities designated as at fair value through profit or loss, MFRS 9
requires that the amount of change in the fair value of the financial liability that is attributable to changes in the
credit risk of that liability, is presented in other comprehensive income, unless the recognition of the effects of
changes in the liabilitys credit risk in other comprehensive income would create or enlarge an accounting mismatch
in profit or loss. Changes in fair value attributable to a financial liabilitys credit risk are not subsequently reclassified
to profit or loss. Previously, under FRS 139, the entire amount of the change in the fair value of the financial liability
designated as at fair value through profit or loss was presented in profit or loss.
The directors anticipate that the application of MFRS 9 may have significant impact on amounts reported in respect of
the Groups and of the Companys financial assets and financial liabilities. However, it is not practicable to provide a
reasonable estimate of the effect of MFRS 9 until a detailed review has been completed.
MFRS 10, MFRS 11, MFRS 12, MFRS 127 and MFRS 128
In November 2011, a package of five Standards on consolidation, joint arrangements, associates and disclosures was
issued, comprising MFRS 10, MFRS 11, MFRS 12, MFRS 127 (IAS 27 as amended by IASB in May 2011) and MFRS 128
(IAS 28 as amended by IASB in May 2011).
Key requirements of these five Standards are described below.
MFRS 10 replaces the parts of MFRS 127 Consolidated and Separate Financial Statements that deal with consolidated
financial statements. IC Int. 112 Consolidation-Special Purpose Entities will be withdrawn upon the effective date of
MFRS 10. Under MFRS 10, there is only one basis for consolidation, that is, control. In addition, MFRS 10 includes a new
definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns
from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the
investor's returns. Extensive guidance has been added in MFRS 10 to deal with complex scenarios.
MFRS 11 replaces MFRS 131 Interests in Joint Ventures. MFRS 11 deals with how a joint arrangement of which two or
more parties have joint control should be classified. IC Int. 113 Jointly Controlled Entities - Non-monetary Contributions
by Venturers will be withdrawn upon the effective date of MFRS 11. Under MFRS 11, joint arrangements are classified as
joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. In contrast,
under MFRS 131, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and
jointly controlled operations. In addition, joint ventures under MFRS 11 are required to be accounted for using the equity
method of accounting, whereas jointly controlled entities under MFRS 131 can be accounted for using the equity method
of accounting or proportionate consolidation.
MFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements,
associates and/or unconsolidated structured entities. In general, the disclosure requirements in MFRS 12 are more
extensive than those in the current standards.
In July 2012, the amendments to MFRS 10, MFRS 11 and MFRS 12 were issued to clarify certain transitional guidance on
the application of these MFRSs for the first time.
The directors do not anticipate the application of these five standards to have significant impact on amounts reported in
the financial statements of the Group and of the Company.
(Forward)
70
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Contd)

MFRS 13 Fair Value Measurement
MFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value
measurements. The Standard defines fair value, establishes a framework for measuring fair value, and requires
disclosures about fair value measurements. The scope of MFRS 13 is broad; it applies to both financial instrument items
and non-financial instrument items for which other IFRSs require or permit fair value measurements and disclosures
about fair value measurements, except in specified circumstances. In general, the disclosure requirements in MFRS 13
are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures
based on the three-level fair value hierarchy currently required for financial instruments only under MFRS 7 Financial
Instruments: Disclosures will be extended by MFRS 13 to cover all assets and liabilities within its scope.
The directors anticipate that the application of the new Standard may affect the amounts reported in the financial
statements and result in more extensive disclosures in the financial statements.
Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income
The amendments to MFRS 101 retain the option to present profit or loss and other comprehensive income in either
a single statement or in two separate but consecutive statements. However, the amendments to MFRS 101 require
additional disclosures to be made in the other comprehensive income section such that items of other comprehensive
income are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items
that will be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other
comprehensive income is required to be allocated on the same basis - the amendments do not change the option to
present items of other comprehensive income either before tax or net of tax.
The amendments also introduce new terminology for the statement of comprehensive income and income statement.
Under the amendments to MFRS 101, the statement of comprehensive income is renamed statement of profit or loss
and other comprehensive income and the income statement is renamed the statement of profit or loss.
The amendments will be applied retrospectively upon adoption and hence, the presentation of items of other comprehensive
income will be modified accordingly to reflect the changes. Other than the abovementioned presentation changes, the
application of the amendments to MFRS 101 would not result in any impact on profit or loss, other comprehensive
income and total comprehensive income.
Amendments to MFRSs: Annual Improvements 2009 - 2011 Cycle
The Annual Improvements 2009 - 2011 Cycle include a number of amendments to various MFRSs. The amendments to
MFRSs include:
Amendments to MFRS 101 Presentation of Financial Statements;
Amendments to MFRS 116 Property, Plant and Equipment; and
Amendments to MFRS 132 Financial Instruments: Presentation.
Amendments to MFRS 101
MFRS 101 requires an entity that changes accounting policies retrospectively, or makes a retrospective restatement or
reclassification to present a statement of financial position as at the beginning of the preceding period (third statement of
financial position). The amendments to MFRS 101 clarify that an entity is required to present a third statement of financial
position only when the retrospective application, restatement or reclassification has a material effect on the information
in the third statement of financial position and that related notes are not required to accompany the third statement of
financial position. Hence, the adoption of the amendments when it becomes effective will affect the presentation of the
third statement of financial position and related notes in the future periods.
The amendments to MFRS 116 clarify that spare parts, stand-by equipment and servicing equipment should be classified
as property, plant and equipment when they meet the definition of property, plant and equipment in MFRS 116 and as
inventory otherwise.
The amendments to MFRS 132 clarify that income tax relating to distributions to holders of an equity instrument and to
transaction costs of an equity transaction should be accounted for in accordance with MFRS 112 Income Taxes.
ANNUAL REPORT 2013
71
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 noncurrent assets and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting
policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
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 (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement
of comprehensive income from the effective date of acquisition and up to effective date of disposal, as appropriate. Total
comprehensive income of subsidiaries is attributed to owners of the Company and to the non-controlling interests even if
those results in the non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
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.
When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has
been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other
comprehensive income are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit
or loss or transferred directly to retained earnings as specified by applicable Standards). 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 jointly controlled entity.
Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in
a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets
transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and equity instruments issued
by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At acquisition date, the identifiable assets acquired and liabilities assumed are recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirers previously held
equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
(Forward)
72
3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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.
ANNUAL REPORT 2013
73
3. SIGNIFICANT ACCOUNTING POLICIES (Contd)

Associates
An associate is a non-subsidiary in which the Group and the Company hold not less than 20% of the equity voting rights
as long-term investment and in which the Group and the Company is in a position to exercise significant influence in its
management.
The investment in associate of the Group is accounted for under the equity method of accounting based on the audited
financial statements of the associated company made up to March 31, 2013. Under this method of accounting, the interest in
the post-acquisition profits and reserves of the associate of the Group is included in the consolidated results while dividend
received is reflected as a reduction of the investment in the consolidated statements of financial position.
Unrealised profits and losses arising on transactions between the Group and its associate are eliminated to the extent of the
equity interest of the Group in the associated company except where unrealised losses provide evidence of an impairment of
the asset transferred.
Goodwill/Negative Goodwill
Goodwill arising on an acquisition of a business is carried at cost less any accumulated impairment losses, if any.
Goodwill is not amortised. Instead, it is tested for impairment annually or more frequently if events or changes in circumstances
indicate that it might be impaired.
For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units (or groups of cashgenerating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there
is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying
amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Any impairment loss for
goodwill is recognised directly in profit or loss in the statements of comprehensive income. An impairment loss recognised
for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
Any excess of the Groups interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities
over costs of acquisition (previously known as negative goodwill), after reassessed, is recognised immediately to the statements
of comprehensive income.
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

Sale of food and beverages 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.
(Forward)
74
Dividend income
Dividend income from quoted and unquoted investments is recognised when the shareholders right to receive payment has
been established (provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can
be measured reliably).
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue
can be measured reliably. Interest income is accrued on a time apportion basis, by reference to the principal outstanding and
at the interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that assets net carrying amount on initial recognition.
Rental income
Rental income is accrued on a time apportion basis, by reference to the agreements entered. Rental income from investment
properties is recognised on a straight-line basis over the term of the relevant lease.
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 and management fees
Income from rendering of accounting services, initial training fees and management fees are recognised as and when services
are provided.
Licence fees
Licence fees are recognised as revenue on a straight-line basis over the length of the licensing contract.
Foreign Currencies
The individual financial statements of each group entity are presented in the currency of the primary economic environment
in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results
and financial position of each group entity are expressed in Ringgit Malaysia (RM), which is the functional currency of the
Company, and also the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency
of the entity (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the
end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at
that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated.
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.
(Forward)
ANNUAL REPORT 2013
75

For the purpose of presenting consolidated financial statements, the assets and liabilities of the foreign incorporated
subsidiaries of the Group are translated in RM using exchange rates prevailing at the end of the reporting period, unless
exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions
are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity
(attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Groups entire interest in a foreign operation, or a disposal
involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity
that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the
accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary,
the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not
recognised in profit or loss. For all other partial disposals (i.e. of associates or jointly controlled entities that do not result in
the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is
reclassified to profit or loss.
Goodwill and fair value adjustments on identifiable assets and liabilities arising on the acquisition of a foreign operation are
treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each
reporting period. Exchange differences arising are recognised in other comprehensive income and accumulated in equity.
The closing rate per unit of functional foreign currency used in the translation of the subsidiaries and associate (foreign
currency) into Ringgit Malaysia is as follows:
Foreign Currency

31.3.2013
RM
31.12.2011
RM
2.4958
0.3985
2.4373
Singapore Dollar
Hong Kong Dollar

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets,
until such time the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets
is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Government Grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions
attaching to them and that the grants will be received.
Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current
assets are recognised as deferred revenue in the statements of financial position and transferred to the statements of
comprehensive income on a systematic and rational basis over the useful lives of the related assets.
Other government grants are recognised as revenue over the periods necessary to match them with the costs for which they
are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or
losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are
recognised in the statements of comprehensive income 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.
(Forward)
76

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease
or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the
statements of financial position as a finance lease obligation.
Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in the statements
of comprehensive income, 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 payments are recognised as an expense on a straight-line basis over the lease term, except where another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The
aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Employee Benefits
Short-term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated
services are rendered by employees of the Group and of the Company. Short-term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future
compensated absences and short-term non-accumulating compensated absences such as sick leave are recognised when
the absences occur.
Defined contribution plan

The Group and the Company are required by law to make monthly contributions to the Employees Provident Fund (EPF), a
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 EPF are recognised as an expense when employees have rendered service
entitling them to the contributions and are disclosed separately. The employees contributions to EPF 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 the statements
of comprehensive income 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 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 its assets and liabilities.
(Forward)
ANNUAL REPORT 2013
77

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.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
Freehold land and capital work-in-progress are stated at cost and is not depreciated. Capital work-in-progress comprises
contractors payments and directly attributable costs incurred in preparing these assets for their intended use. Depreciation
on assets under construction commences when the assets are ready for their intended use.
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 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 and apartments
Factory buildings
Plant, machinery and equipment
Motor vehicles
Factory equipment, signboard and electrical fittings
Air-conditioners, computers, furniture, fittings and office equipment
Renovation
2%
2%
5% to 20%
10% to 20%
10% to 20%
10% to 20%
10% to 20%
Assets held under hire-purchase arrangements are depreciated over their expected useful lives on the same basis as owned
assets or, where shorter, the term of the relevant hire-purchase.
The 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.
78

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) is included in profit or
loss in the property is derecognised.
Investments
Investments in subsidiaries, which are eliminated on consolidation, and investment in associate, are stated in the Companys
financial statements at cost less accumulated impairment losses, if any.
Other investments in quoted unit trusts and quoted shares are classified as available-for-sale investment.
Intangible asset
Intangible asset represents supplier exclusive right for sale of goods to a chain of outlets by the Group. The right is carried at
cost less accumulated amortisation. Amortisation is calculated using the straight-line method over its estimated useful life
of 10 years.
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 asset
At the end of each reporting period, the Group and the Company review the carrying amounts of their assets (other than
goodwill, intangible asset, 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 (cash-generating 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 and consumables 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.
ANNUAL REPORT 2013
79

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.
Where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within
the timeframe established by the market concerned, such financial assets are recognised and derecognised on trade date.
Financial assets and financial liabilities 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 fair
value through profit or loss (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 on 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.
(Forward)
80

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 statements of comprehensive income.
(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
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.
(Forward)
ANNUAL REPORT 2013
81

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between
the assets carrying amount and the present value of estimated future cash flows, discounted at the financial assets
original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the
exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When
a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries
of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other
comprehensive income are reclassified to profit or loss in the period.
In respect of AFS equity securities, impairment losses previously recognised in profit or loss are not reversed through
profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income
and accumulated under the heading of investments revaluation reserve.
For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at
the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not
been recognised.
(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 risk and rewards of ownership of a transferred financial asset, the Group and the Company continue to recognise
the financial asset and also recognises 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.
(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.
(iii) Financial liabilities

Financial liabilities are classified as other financial liabilities.
(iv) 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.
(Forward)
82
(v) 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.
Segment Information
For management purpose, the Group is organised into operating segments based on their business segment which is
independently managed by the respective segment chief operation officer, responsible for the performance of the respective
segments under their charge. The segment chief operation officer reports directly to the management of the Group
who regularly reviews the segment results in order to allocate resources to the segments and to assess the segments
performance.
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 application of the Groups and the Companys accounting policies, which are described in Note 3, management is
required to make judgements, 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 cashgenerating units, which involve uncertainties and are significantly affected by assumptions used and judgement
made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect
the results of the tests for impairment of goodwill.
The carrying amount of goodwill at the end of the reporting period was RM23,711,995 (31.12.2011: RM25,671,638,
1.1.2011: RM6,629) after an impairment loss of RM1,959,643 (31.12.2011: Nil, 1.1.2011: Nil) was recognised during
the period.
(ii) Impairment of Property, Plant and Equipment and Intangible Asset

The carrying amounts of property, plant and equipment of the Group and of the Company as of March 31, 2013
are RM102,396,819 (31.12.2011: RM52,804,871, 1.1.2011: RM45,199,768) and RM1,930,665 (31.12.2011: RM494,581,
1.1.2011: Nil) respectively and the carrying amounts of intangible asset of the Group is RM19,136,699 (31.12.2011:
RM22,065,786, 1.1.2011: Nil).
(Forward)
ANNUAL REPORT 2013
83
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Contd)

For the purpose of the impairment review of the outlets property, plant and equipment, each individual outlet will be
considered as a single cash-generating 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 estimate
calculated based on historical, sector and industry trends, general market and economic conditions, changes in
technology and other available information. Management of the Group and of the Company have carried out an
impairment review on their property, plant and equipment and concluded that there is no indication of impairment.
The Group tested intangible asset for impairment annually in accordance with its accounting policy.
(iii) Estimated Useful Lives of Property, Plant and Equipment

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.
(iv) Recoverability of Receivables

The carrying amounts of third-party trade and other receivables of the Group as of March 31, 2013 were RM39,236,878
(31.12.2011: RM33,599,810, 1.1.2011: RM32,399,773).
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.
(v) Obsolete Inventories

The Group writes off inventories based on an assessment of the recoverability of the inventories through sales and
recycling for alternatives 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 values of the
inventories and inventories written off/(back) in the period in which such estimate has been changed.
84
5. SEGMENT REPORTING
The segment reporting is presented on the same basis as information reported to the chief operating decision maker and
senior management for the purposes of allocating resources to the segment and assessing its performance. It is focused on
the operations of the Group by business segment as disclosed below.
Business Segment
The Groups operations can be segmented into three (3) business segments as follows:
(a) Operation of a chain of cafes;
(b) Manufacturing of coffee and other beverages; and
(c) Others.
Inter-segment sales are charged at cost plus a percentage of profit mark-up.
Segment revenue from external customers is based on the business segments.

The Group
31.3.2013
Operations of
cafe chain
RM
Revenue
Total revenue
Inter-company sales
382,243,178
(129,874,415)
237,719,894
(68,034,314)
252,368,763
169,685,580
Total external sales
Manufacturing
of beverages
RM
Others
RM
34,739,024
(34,739,024)

Total
RM
654,702,096
(232,647,753)
422,054,343
Results
Segment results

41,587,586
33,985,460
(2,286,382)
Finance costs
Share of profits in associates
Investment revenue
73,286,664
(1,345,971)
527,506
2,478,686
Profit before tax

Income tax expense
74,946,885
(19,360,019)
55,586,866
Other information
Depreciation and amortisation
Impairment loss on goodwill
20,743,658
1,959,643
18,120,334
1,959,643
(Forward)
2,449,941

173,383

ANNUAL REPORT 2013
85
5. SEGMENT REPORTING (Contd)

The Group
31.12.2011
Operations of
cafe chain
RM
Manufacturing
of beverages
RM
Others
RM
Total
RM
Revenue
Total revenue
Inter-company sales
249,625,688
(72,470,549)
151,620,560
(43,351,533)
12,275,003
(12,275,003)
413,521,251
(128,097,085)
Total external sales
177,155,139
108,269,027
285,424,166
Results
Segment results
35,818,509
18,891,737
(1,429,809)
Finance costs
Share of losses in associates
Investment revenue
53,280,437
(1,671,369)
(663,302)
1,008,674
Profit before tax

Income tax expense
51,954,440
(11,738,460)
Profit for the year
40,215,980
Other information
Depreciation and amortisation
13,782,744
12,071,017
1,657,694
54,033
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

31.3.2013
31.12.2011
RM
RM
Malaysia
South East Asia
Other Asian countries
Others
317,447,907
41,742,703
54,432,958
8,430,775
217,790,469
27,916,680
33,477,414
6,239,603
422,054,343
285,424,166
Revenue of approximately RM46,000,000 which contributed more than 10% of the total revenue of the Group is derived from
one (1) external customer under manufacturing of beverages of Malaysia segment during the financial period.
Segment assets, segment liabilities and capital additions were not disclosed as they were not regularly provided to the chief
operating decision makers for their day-to-day operation decision making.
(Forward)
86
REVENUE

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Sale of goods
Royalty, advertising and promotion fees
Franchise fees
Rights fees
Initial training fees
Accounting fees
Licence fees
Fees for opening of outlets
Dividend income
Management fees
Relocation fees
398,817,812
19,954,020
1,659,995
750,000
320,000

121,310
331,632
15,000
19,818
64,756
267,676,834
15,272,816
1,262,814
500,000
310,000
201,500
87,448
102,688
5,000
5,066

34,739,024

11,167,503
1,107,500
422,054,343
285,424,166
34,739,024
12,275,003
7. INVESTMENT REVENUE

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Investment revenue earned on loans and receivables

(including cash and cash equivalents):
Interest income from:
Short-term investment funds
Fixed deposits
Current account
Repo
Property rental income
2,251,847
101,844
34,995

90,000
605,229
136,576
10,984
140,785
115,100
1,190,406

305,749
140,785
2,478,686
1,008,674
1,190,406
446,534
ANNUAL REPORT 2013
87
8. OTHER GAINS AND LOSSES

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Gain on disposal of property, plant and equipment

Gain/(Loss) on foreign exchange:
Unrealised
Realised
Changes in fair value of investment properties
Deferred capital grants
Gain on disposal of investment in associated companies
Gain arising from settlement of a legal claim

Changes in fair value of other investment

Government grant received
Gain on disposal of available-for-sale investment

The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
924,392
2,843,305
103,264
(186,880)
180,000
30,224

140,827
(45,330)
60,000
14,105
5,573,468
259,000
205,442
67,812
51,101
26,617
9,169,730
26,617
1,051,000
9. OTHER OPERATING INCOME/(EXPENSES) AND EMPLOYEE BENEFITS EXPENSES

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

Service charge received - net

Rental income
Rental of:
Premises
Machinery
Equipment
Motor vehicles
Others


Audit fees:
Statutory audit:
- auditors of the Company
- other auditors
Non-statutory audit - prior year
Inventories written down in value
Inventories written off

Listing expenses

Bad debts written off

Preliminary expenses written off
Reversal of impairment loss on trade receivables
Impairment loss recognised on receivables
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
7,577,068
1,707,073
(24,966,279)
(90,137)
(54,639)
(22,800)
(36,628)
(1,566,759)
(445,000)
(34,782)
(3,000)
(215,708)
(138,336)
(37,760)
(9,762)
(2,386)

5,601,046
367,773
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
(15,916,926)

(98,544)
(47,400)
(32,066)
(666,301)
(60,000)

(30,000)
(649)
(410,085)
(26,234)

(337,404)
(18,436)

6,385
(6,325)
(50,000)

(3,000)

(37,760)

(40,000)
(337,404)
Included in employee benefits expenses of the Group and the Company are contributions made to EPF of RM3,713,033
(31.12.2011: RM2,390,559) and RM12,568 (31.12.2011: RM120,136) respectively.
88
10. DIRECTORS REMUNERATION

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

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
106,500
1,968,700
99,816
156,558
904,326
72,873
106,500

156,558
217,250
40,500
156,000
12,000
217,250
40,500
156,000
12,000
11,518
205,238
17,892
105,468
11,518

17,892
2,649,522
1,425,117
375,768
342,450
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 RM139,659 and RM29,938 (31.12.2011: RM85,746 and RM23,561) 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 period are broadly categorised into the following bands:

Range of remuneration
RM1 to RM50,000
RM50,001 to RM100,000
RM100,001 to RM150,000
RM300,001 to RM350,000
RM400,001 to RM450,000
RM550,001 to RM600,000
RM850,001 to RM900,000
Number of directors
Executive
Non-executive
directors
directors

2
1
1
1
2
2
1
11. FINANCE COSTS

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Interest on:
Term loans
Hirepurchase
Trust receipt
Bank overdrafts
Bankers acceptances
Bank charges and commission
961,305
161,302
26,185
7,905

189,274
1,310,280
161,184

27,542
40,335
132,028

848
824
1,345,971
1,671,369
848
824
ANNUAL REPORT 2013
89
12. INCOME TAX (EXPENSE)/CREDIT

Income tax expense comprises:

Current tax expense in respect
of the current period/year
Adjustments recognised in the current
period/year in relation to the income tax
of prior years

Deferred tax expense relating to origination
and reversal of temporary differences

Adjustments recognised in the current period/year
in relation to the deferred tax of prior years
(Note 22)
Total income tax (expense)/credit
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
(19,683,670)
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
(265,000)
281,881
23,436
(12,243,453)
23,436
(265,000)
290,342
650,418
(12,000)
(145,425)
278,342
504,993
(11,738,460)
23,436
(265,000)
45,309
(19,638,361)
(19,360,019)
(12,525,334)
The Groups and the Companys income tax rate remained at 25% (31.12.2011: 25%) for the years of assessment 2013 and
2012 except for its foreign subsidiaries.
The tax expense for the period/year can be reconciled to profit before tax as follows:

Profit before tax

Tax expense calculated using Malaysian statutory
income tax rate of 25% (31.12.2011: 25%)
Tax effects of:
Expenses allowed for double tax deductions
Reinvestment allowances utilised
Income that are not taxable in determining
taxable profit
Enhanced deduction for qualifying expenditure
Expenses that are not deductible in
determining taxable profit
Effect of difference in tax rate in
foreign jurisdictions
Effect of difference in tax rate applicable to
small and medium scale companies
Adjustments recognised in the current period/year in
relation to the taxes of prior years:
Income tax
Deferred tax
Income tax (expense)/credit recognised in profit or loss
The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
74,946,885
51,954,440
33,002,551
10,790,150
(18,737,000)
(12,989,000)
(8,251,000)
(2,698,000)
1,082,000
678,000
1,001,000
29,000
655,476
103,975
1,574,676
17,361
8,982,000

2,875,000
(1,634,953)
(731,000)
(442,000)
(22,000)
149,000
(3,239,097)
63,318

45,309
(12,000)
281,881
(145,425)
23,436

(19,360,019)
(11,738,460)
23,436
(265,000)
(Forward)
90
12. INCOME TAX (EXPENSE)/CREDIT (Cont'd)

Current tax assets and liabilities
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Current tax assets

Tax refund receivable
1,105,598
550,388
292,170
659,910
4,085,515
2,035,373
The Company
Current tax assets
Tax refund receivable
10,951
5,500

Income tax payable
254,325

Income tax payable
13. EARNINGS PER SHARE

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

The Group
31.3.2013
31.12.2011
Basic and diluted

Profit for the period/year attributable to owners of the Company
RM55,527,110
RM40,177,325
Number of ordinary shares in issue as of January 1

Effects of: Issuance of shares as consideration for purchase of subsidiaries

Public issue

Private placement
330,000,000

7,470,330
2
167,998,300
31,436,476
Weighted average number of ordinary shares in issue
337,470,330
199,434,778
Basic and diluted earnings per ordinary share (RM)
0.16
0.20
1,200,000

1,200,000
As of December 31, 2011 3,079,400

Additions
982,244
Disposals

Write off

Discount

Reclassification

Translation reserve

4,061,644
43,794,729
11,637,977
10,873,560
582,805

(97,698)

279,310

2,441,401
363,868

8,068,291
* The discount was received from supplier for assets purchased in 2011.
As of March 31, 2013

64,800

(3,800,000)

1,294,687
2,168,952

40,331,090

1,229,887
5,000,000
Cost
As of January 1, 2011 2,811,035
of subsidiaries
1,592,635
Additions

Disposals
(1,324,270)
Write off

Translation reserve

(Forward)
8,579,552
7,251,998
1,795,828
(468,274)

523,814
1,622,716
(501,754)
(185,465)

5,792,687
7,989,605
2,803,049
(905,355)
(586,113)
17,999
14,188,325
4,362,059
1,820,354
(1,050,219)
(237,322)
30,016
8,525,738
Airconditioners,
computers,
furniture,
fittings and
office
equipment
Renovation
RM
RM
29,744,893
27,247,528
13,054,494
26,520,940
23,507,510
13,450,626
4,844,423
3,456,891
2,058,611
(929,788)
(547,900)
(377,860)
(868,163)
(1,376,080)
(2,129,825)
(14,064) *
(66,032) *

180,829
2,249,451
15,447
10,716
23,688
37,495
9,391,158
2,827,009
(1,577,544)
(297,911)
8,985
16,169,243

Factory

equipment,

Leasehold
Plant,
signboard

buildings
machinery
and

and
Freehold
Factory
and
Motor
electrical

apartments
land
building
equipment
vehicles
fittings
The Group
RM
RM
RM
RM
RM
RM
14. PROPERTY, PLANT AND EQUIPMENT
16,408,414
5,569,701
53,928,440
(33,600)

(43,056,127)

5,182,653

387,048
Capital
work-in-
progress
RM
155,729,231
92,748,422
69,818,194
(2,357,422)
(4,471,766)
(80,096)
71,899
26,300,672
14,684,449
(9,159,142)
(1,306,811)
57,000
62,172,254
Total
RM
ANNUAL REPORT 2013
91
1,200,000
1,200,000
3,818,026
As of January 1, 2011
As of December 31, 2011 2,927,964
5,000,000
243,618
92,182

73,593
(91,147)

66,649
151,436
102,341
2,708,694
Carrying amounts
As of December 31, 2011

Depreciation charge
for the period
Disposals
Write off
Reclassification
Translation reserve
of subsidiaries
Depreciation charge
for the year
Disposals
Write off
Translation reserve
Accumulated depreciation and

accumulated impairment loss
43,455,368
1,129,360
1,089,698
339,361
174,034

165,327
25,138

140,189
5,900,851
6,745,528
5,961,863
5,737,126
1,676,073

(66,979)

4,128,032
1,126,493

895,111
2,106,428
(Forward)
4,043,217
4,280,645
3,714,556
4,536,335
1,882,180
(308,949)

(8,249)

2,971,353
1,136,682
(383,027)
(80,118)

219,685
2,078,131
11,548,984
13,076,310
11,235,343
18,195,909
5,889,836
(521,179)
(630,956)
8,949
4,629
13,444,630
4,093,341
(606,987)
(160,219)
1,560
5,183,035
4,933,900

Factory

equipment,

Leasehold
Plant,
signboard

buildings
machinery
and

and
Freehold
Factory
and
Motor
electrical

apartments
land
building
equipment
vehicles
fittings
The Group
RM
RM
RM
RM
RM
RM
14. PROPERTY, PLANT AND EQUIPMENT (Cont'd)
10,969,087
10,821,140
8,925,416
16,278,441
4,852,797
(303,382)
(964,388)
(2,760)
9,804
12,686,370
3,628,420
(339,496)
(306,014)
3,124
4,437,427
5,262,909
5,052,872
7,054,223
6,177,150
8,001,622
3,016,541
(186,441)
(1,242,684)
2,060
15,743
6,396,403
2,142,035
(263,784)
(94,159)
5,598
2,258,125
2,348,588
Airconditioners,
computers,
furniture,
fittings and
office
equipment
Renovation
RM
RM
16,408,414
5,569,701
387,048
Capital
work-in-
progress
RM
102,396,819
52,804,871
45,199,768
53,332,412
17,583,643
(1,319,951)
(2,905,007)
30,176
39,943,551
12,225,702
(1,684,441)
(640,510)
10,282
13,060,032
16,972,486
Total
RM
92
ANNUAL REPORT 2013
93
14. PROPERTY, PLANT AND EQUIPMENT (Cont'd)

Motor

vehicles
Signboard
The Company
RM
RM
Cost
Additions
Write off

Additions
Write off


Furniture,
fittings and
office
equipment
RM
Capital
workin
progress
RM
Total
RM

374,113

368

174,782
(735)
549,263
(735)
374,113
142,097

368

174,047
72,131

1,395,239

548,528
1,609,467
516,210
368
246,178
1,395,239
2,157,995

31,176

49

22,808
(86)
54,033
(86)
31,176
117,211

49
92

22,722
56,080

53,947
173,383
148,387
141
78,802
227,330
Carrying amounts


342,937
319
151,325
494,581

367,823
227
167,376
1,395,239
1,930,665
Accumulated depreciation and

accumulated impairment loss
Depreciation charge for the year
Write off

Depreciation charge for the period
Write off


Leasehold buildings, freehold land, factory buildings and capital work-in-progress of the Group with total carrying value of RM49,014,704
(31.12.2011: RM4,496,843, 1.1.2011: RM8,798,392) are charged to certain local licensed banks for banking facilities granted to the Group
as mentioned in Note 32.
The carrying amounts of certain motor vehicles and plant and machinery of the Group acquired under hire-purchase arrangements
are RM1,506,163 and RM205,200 (31.12.2011: RM2,004,401 and RM333,450, 1.1.2011: RM2,581,039 and RM436,050) respectively.
Disposal of property, plant and equipment of the Group includes disposal of outlet operations with carrying amount of RM802,684
(31.12.2011: RM1,770,987, 1.1.2011: Nil) to third parties. Gain arising therefrom amounts to RM837,315 (31.12.2011: RM601,014,
1.1.2011: Nil).
94
15. PREPAID LEASE PAYMENTS

The Group
31.3.2013
Short-term
leasehold
land
RM
Long-term
leasehold
land
RM
Total
RM
At cost
At beginning of period
Additions

105,820

14,256,333

14,362,153
At end of period
105,820
14,256,333
14,362,153
8,676
2,981
365,069
227,947
373,745
230,928
At end of period
11,657
593,016
604,673
Carrying amount
94,163
13,663,317
13,757,480
At cost
At beginning of year
Additions
105,820

14,256,333

14,362,153
At end of year
105,820
14,256,333
14,362,153
Accumulated amortisation
Amortisation for the year
6,291
2,385
177,319
187,750
183,610
190,135
At end of year
8,676
365,069
373,745
Carrying amount
97,144
13,891,264
13,988,408
Amortisation for the period
The Group
31.12.2011
The leasehold land of the Group with total carrying value of RM13,384,484 (31.12.2011: RM13,988,408, 1.1.2011: RM14,178,543)
are charged to certain local licensed banks for banking facilities granted to the Group as mentioned in Note 32.
ANNUAL REPORT 2013
95
16. INVESTMENT PROPERTIES

The Group
31.3.2013
Long-term
leasehold
land and
building
RM
Freehold
shoplot
RM
Total
RM
At fair value
Increase in fair value during the period

1,140,000
180,000
720,000

1,860,000
180,000
At end of period
1,320,000
720,000
2,040,000
Carrying amount
1,320,000
720,000
2,040,000
At fair value
Increase in fair value during the year
1,140,000

660,000
60,000
1,800,000
60,000
At end of year
1,140,000
720,000
1,860,000
Carrying amount
1,140,000
720,000
1,860,000
The Group
31.12.2011
The fair values of the investment properties were estimated at RM2,040,000 (31.12.2011: RM1,860,000, 1.1.2011: RM1,800,000)
based on valuation by an independent qualified valuer. Valuations were arrived at by reference to market evidence of transaction
prices for similar properties.
The investment properties amounting to RM1,320,000 (31.12.2011: RM1,140,000, 1.1.2011: RM1,800,000) were charged to
certain local licensed banks for banking facilities granted to the Group as mentioned in Note 32.
The strata title for the freehold shoplot is not available for auditors inspection as it is in the process of being transferred to
the name of the subsidiary company.
The rental income and direct operating expenses arising from the investment properties that generated rental income
which was recognised during the financial period amounted to RM90,000 (31.12.2011: RM115,100, 1.1.2011: RM117,600) and
RM16,067 (31.12.2011: RM18,092, 1.1.2011: RM16,389) respectively.
96
17. INVESTMENT IN SUBSIDIARIES

The Company

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Unquoted shares, at cost

Less: Accumulated impairment losses
290,502,931
(950,810)
290,452,291

289,552,121
290,452,291
The details of the subsidiaries of the Group are as follows:

Effective

Equity Interest

Country of
31.3.2013 31.12.2011 1.1.2011
Name of Company
Incorporation
%
%
%
White Cafe Sdn. Bhd.

Malaysia
100.00
100.00
100.00
White Cafe Marketing
Sdn. Bhd.
Malaysia
100.00
100.00
100.00
Gongga Food Sdn. Bhd.
Malaysia
100.00
100.00
100.00

Kopitiam Asia Pacific Sdn. Bhd. Malaysia
100.00
100.00
100.00

Oldtown Singapore Pte. Ltd.* Singapore
100.00
100.00
100.00

Old Town Kopitiam Sdn. Bhd.# Malaysia
100.00
100.00
100.00
Oldtown Logistics Sdn. Bhd.
Malaysia
100.00
100.00
100.00
Old Town (M) Sdn. Bhd.
Malaysia
100.00
100.00
100.00
Emperors Kitchen Sdn. Bhd. Malaysia
100.00
100.00

Dynasty Confectionery
Sdn. Bhd.
Malaysia
100.00
100.00

Esquire Chef Sdn. Bhd.
Malaysia
100.00
100.00

Old Town Kopitiam
Butterworth Sdn. Bhd.
Malaysia
100.00
100.00

Old Town Kopitiam
Kuala Lumpur Sdn. Bhd.
Malaysia
100.00
100.00

Old Town Kopitiam
Cheras Sdn. Bhd.
Malaysia
100.00
100.00

Dynasty Kitchen Sdn. Bhd.@
Malaysia
100.00
100.00

Oldtown APP Sdn. Bhd.
Malaysia
100.00
100.00

Conneczone Sdn. Bhd.
Malaysia
80.00
80.00

OTK (HK) Investment
Limited * ^
Hong Kong
51.00

Principal
Activities
Manufacturing of beverages.
Marketing of beverages.
Manufacture of roasted coffee powder
and procurement of food items.
Franchising of cafe outlets and provision
of management services.
Franchising of cafe outlets, provision of
management services, procurement of
food items and operator of cafe outlets.
Operator of cafe outlets.
Dormant.
Investment holding.
Central food processing centre.
Central bakery and
confectionery processing centre.
Central food processing centre.
Distribution centre.
Dormant.
Dormant.
The financial statements of the subsidiaries were examined by auditors other than the auditors of the Company.
Held through Kopitiam Asia Pacific Sdn. Bhd..
@ Held through Old Town Kopitiam Butterworth Sdn. Bhd..

^
Held through Old Town (M) Sdn. Bhd..
ANNUAL REPORT 2013
97
18. INVESTMENT IN ASSOCIATES

The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Unquoted equity shares, at cost

Groups share of post-acquisition reserve
1,461,107
245,089
1,461,107
(252,417)
482,019
(33,280)
1,706,196
1,208,690
448,739
The Company
Unquoted equity shares, at cost
1,101,002
1,101,002
1.1.2011
RM
Summarised financial information in respect of the Groups associates is set out below:
The Group

31.3.2013
RM
31.12.2011
RM
Total assets
Total liabilities

7,264,824
(4,973,075)
8,253,779
(6,834,995)
5,174,363
(4,321,827)
Net assets
2,291,749
1,418,784
852,536
Groups share of net assets of associates

Goodwill on associates
1,003,976
702,220
506,470
702,220
448,739
1,706,196
1,208,690
448,739
Total revenue
38,263,930
29,793,479
17,597,593
926,191
(497,774)
(1,276,440)
Groups share of profits/(losses) of associates for the period/year
527,506
(663,302)
(565,387)
Total profit/(loss) for the period/year
The details of the associates of the Group are as follows:

Effective

Equity Interest

Country of
31.3.2013 31.12.2011 1.1.2011
Name of Company
Incorporation
%
%
%
OTK Singapore Pte. Ltd. * #

OTK Eatery Sdn. Bhd.
Plus One Solution Sdn. Bhd.
PT Oldtown Indonesia *^
Singapore
Malaysia
Malaysia
Indonesia
50.00
40.00
50.00
@
50.00
40.00
50.00
@
50.00

35.00
Principal
Activities

Information technology service centre.
The financial statements of this company are examined by auditors other than the auditors of the Company.
Held through Oldtown Singapore Pte. Ltd..
Held through Old Town (M) Sdn. Bhd..
@ During the financial year ended December 31, 2011, the Company disposed of 16% equity interest in PT Oldtown Indonesia
and was reclassified as other investments with effective equity interest of 19% as disclosed in Note 19.
98
19. OTHER INVESTMENTS
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Noncurrent
Unquoted shares at cost in:
Malaysia

Indonesia
29,000
1,057,567
29,000
736,752
29,000
1,086,567
765,752
29,000
45,541,495
46,628,062
765,752
29,000
Current
Availableforsale investments:
Quoted unit trusts in Malaysia, at fair value
25,693,547
10,205,442
The Company

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Noncurrent
15,447,383
Current
15,047,654

The quoted unit trusts above are classified as Level 1 and the fair value measurements are derived from quoted prices
(unadjusted) in active market for identical assets.
20. GOODWILL ON CONSOLIDATION
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
At cost
At beginning of period/year
Arising from acquisition of new subsidiaries
25,671,638

6,629
25,665,009
6,629
At end of period/year
25,671,638
25,671,638
6,629
Accumulated impairment
Impairment loss for the period/year

1,959,643
At end of period/year
1,959,643
23,711,995
25,671,638
6,629
Carrying amount
Goodwill acquired in business combination is allocated, at acquisition, to the cash-generated units (CGUs) that are expected
to benefit from the business combinations. The Group considers each subsidiary acquired as a single CGU and the carrying
amounts of goodwill were allocated to the respective subsidiaries.
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 expect 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.
(Forward)
ANNUAL REPORT 2013
99
20. GOODWILL ON CONSOLIDATION (Cont'd)

The Group also acquired the supplier exclusive right as part of the acquisition from Emperors Kitchen Sdn. Bhd., Esquire
Chef Sdn. Bhd. and Dynasty Confectionery Sdn. Bhd.. This intangible asset has been separately recognised from goodwill as
they are able to meet 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 ten-year period by extrapolation using the growth rate based on historical experience, managements
assessment of future trends and expectation of market development in the respective industries.
The key assumptions used in preparation of the projected cash flows are as follows:
Pre-tax discount rate range from 11.0% to 14.0% (31.12.2011: 10.0% to 14.0%);
There will be no material changes in the structure and principal activities of the subsidiaries;
Chain of outlets will continue to operate under the franchise license for 2 terms (5 years each term);
Projected growth rate of food and beverages of 3.0% to 4.0% (31.12.2011: 6.8%) per annum;
There will not be any significant changes in the prices and supply of raw materials, wages and other related costs,
resulting from industrial dispute, adverse changes in economic conditions or other abnormal factors, which will adversely
affect the operations of the Group; and
The statutory income tax rate for Malaysia will remain at 25% (31.12.2011: 25%). There will be no material changes to the
present legislations or regulations, rates and bases of duties, levies and other taxes affecting the Groups activities.
During the financial period, the Group conducted the annual goodwill impairment testing. A subsidiary companys business
showed a decline in performance and the carrying amount exceeded the value-in-use of the subsidiary. The decline in
business performance of the subsidiary was primarily attributed to the unanticipated change in the security of certain
locations where the outlets are based. The adverse factors deterred the development of the business growth and the location
is not as strategic as originally portrayed during the acquisition. The directors decided to write off the goodwill amounting to
RM1,959,643 (31.12.2011: Nil).
The directors believe that any reasonably possible change in the key assumptions on which recoverable amount is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
21. INTANGIBLE ASSET
The Group

Supplier
exclusive right
RM
Cost
23,432,693

23,432,693
23,432,693
Amortisation for the year
1,366,907

Amortisation for the period
1,366,907
2,929,087
4,295,994
Carrying amount
22,065,786
19,136,699
Intangible asset represents supplier exclusive right for sale of goods to a chain of outlets. The right is amortised over the
useful life of ten (10) years.
100
22. DEFERRED TAX ASSETS/(LIABILITIES)

The Group
31.3.2013
At
beginning
of period
RM
Deferred tax assets

Deferred income
Unabsorbed tax capital allowances
(245,047)
1,384,727
54,320
129,047
(58,727)
15,680
(116,000)
1,326,000
70,000
1,194,000
86,000
1,280,000
(2,219,061)
(15,000)
191,342


Investment properties
Unrealised foreign exchange differences on:
Trade receivables
Bank balances
Borrowings

(31,000)

4,000
Recognised
in income
Translation
statements
differences
RM
9,000
(7,000)
3,000
(4,000)
(693)

(2,028,412)
(15,000)
(22,000)
(7,000)
3,000
(2,261,061)
192,342

The Group
31.12.2011
At
beginning
of period
RM
Arising from
acquisition of
subsidiaries
RM
Recognised
in income
statements
RM
Deferred tax assets

Deferred income
(254,666)
1,276,112
43,554
9,619
108,615
10,766
(245,047)
1,384,727
54,320
1,065,000
129,000
1,194,000
(1,986,054)

(650,000)

416,993
(15,000)
(2,219,061)
(15,000)
(13,000)
12,000
(18,000)
(8,000)
(31,000)
4,000
(1,987,054)
(650,000)
375,993
(2,261,061)

Investment properties
Unrealised foreign exchange differences on
trade receivables

(693)
At end
of period
RM
(2,069,412)
At end
of period
RM
23. INVENTORIES
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Finished goods and trading merchandise

Raw materials
Food, beverages and consumables
Packing materials
Work-in-progress
Goods-in-transit
6,808,060
3,790,727
1,776,142
1,084,670
389,364
378,799
7,394,839
5,929,420
1,492,175
1,307,519
292,418

7,577,793
2,794,857
804,777
540,350
155,201
14,227,762
16,416,371
11,872,978
The cost of inventories of the Group recognised as an expense during the period/year was RM188,371,890 (31.12.2011:
RM135,835,276).
ANNUAL REPORT 2013
101
24. TRADE AND OTHER RECEIVABLES

The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Trade receivables
Less: Allowance for doubtful debts
36,969,378

29,122,304
(6,325)
32,213,884
(10,892)

Other receivables
Refundable deposits

36,969,378
2,267,500
7,021,380
29,115,979
4,483,831
6,863,737
32,202,992
196,781
4,099,530
Loans and receivables

Advance payment for acquisition of landed properties and
plant and machinery
Prepaid expenses
46,258,258
40,463,547
36,499,303
228,892
2,295,706
2,054,665
1,889,835
1,554,259
2,287,553
48,782,856
44,408,047
40,341,115
The Company

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Other receivables
Refundable deposits

109,800
13,370

13,370
Loans and receivables

Prepaid expenses
123,170
50,498
13,370
84,965
977,826
173,668
98,335
977,826
Trade and other receivables disclosed above are classified as loans and receivables and are therefore, measured at amortised cost.
Trade receivables of the Group comprise amounts receivable for the sale of goods. Other receivables of the Group comprise
mainly advances granted which are interest-free and repayable upon demand.
Trade transactions of the Group were on cash terms and credit period which ranged from 30 to 90 days (31.12.2011: 14 to 90
days, 1.1.2011: 14 to 120 days).
The currency profile of trade and other receivables is as follows:
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Ringgit Malaysia
United States Dollar
Hong Kong Dollar
Thai Baht
Singapore Dollar
27,231,113
8,194,172
1,952,704
1,213,501
645,388
25,925,793
6,589,718

1,090,624
27,614,872
4,039,284
756,509
39,236,878
33,606,135
32,410,665
An allowance has been made for estimated irrecoverable amounts of trade receivables of the Group of Nil (31.12.2011:
RM6,325, 1.1.2011: RM10,892) based on the default experience of the Group.
Movement in the allowance for doubtful debts is as follows:
The Group

Balance at beginning of period/year

Impairment losses reversed
Impairment losses recognised on receivables
Amounts written off during the period/year as uncollectible
Balance at end of period/year
(Forward)
31.3.2013
RM
6,325

(6,325)

31.12.2011
RM
10,892
(6,385)
6,325
(4,507)
6,325
102
24. TRADE AND OTHER RECEIVABLES (Cont'd)

Ageing of impaired trade receivables is as follows:
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Over 120 days
6,325
10,892
Included in trade receivables of the Group are related parties balances of RM8,600,243 (31.12.2011: RM10,381,912, 1.1.2011:
RM15,133,613).
Included in trade receivables of the Group are receivables with total carrying amount of RM6,129,686 (31.12.2011: RM2,657,010,
1.1.2011: RM7,272,642) which are past due as of March 31, 2013 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

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Within 30 days
31 days to 60 days
61 days to 90 days
91 days to 120 days
Over 120 days
3,811,060
1,759,479
112,816
248,652
197,679
8,678
1,427,328
940,522
62,869
217,613
939,239
1,738,172
1,567,445
941,227
2,086,559
6,129,686
2,657,010
7,272,642
Average age (days)
89
71
94
The Group seeks to maintain strict control over their 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 2013
103
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 by/(to) ultimate holding company and subsidiaries arose mainly from advances and expenses paid on
behalf which were unsecured, interest-free and repayable upon demand.
The amount owing by associates arose mainly from trade transactions which are unsecured, interest-free and with credit
term of 90 days (31.12.2011: 90 days, 1.1.2011: 90 days).
The amount owing to subsidiaries arose mainly from outstanding purchase consideration for the acquisition of subsidiaries,
advances granted and expenses paid on behalf, which are unsecured, interest-free and repayable upon demand.
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
) Holding company of the Company.

Dynasty Confectionery Sdn. Bhd.
Dynasty Kitchen Sdn. Bhd.
Emperors Kitchen 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 Kopitiam Sdn. Bhd.
Oldtown Singapore Pte. Ltd.
White Cafe Marketing Sdn. Bhd.
)
)
)
)
)
) Subsidiaries of the Company.
)
)
)
)
)
)
)
)
)
)

OTK Singapore Pte. Ltd.
) Associates of the Company.

)
)
AC Montage Marketing Sdn. Bhd.
) A company in which a director of the Company is a director and has

) substantial financial interest.
) A company in which a director of the Company is a shareholder.
GC Alamanda Sdn. Bhd.

GC Bangsar Two Sdn. Bhd.
GC Brickfields Sdn. Bhd.
GC Selayang Sdn. Bhd.
GC Shamelin Sdn. Bhd.
Gourmet Chef Sdn. Bhd.
Gourmet Chef Kinrara Sdn. Bhd.
Gourmet Corner KL Sdn. Bhd.
Manifest Corporate Services Sdn. Bhd.
Natural Marketing Sdn. Bhd.
OTK (Genting) Sdn. Bhd.
)
)
)
) Companies in which a close family member of a director of the Company
) is a director and has substantial financial interest.
)
)
)
)
)
)
GC Ampang Sdn. Bhd.
) A company in which a close family member of a director of the Company

) is a director until July 15, 2011 and ceased to have substantial financial
) interest with effect from June 29, 2011.
(Forward)
104
25. HOLDING COMPANY AND RELATED PARTY TRANSACTIONS (Cont'd)

Relationship
Acadian Gourmet KK Sdn. Bhd.

Acadian Gourmet PB Sdn. Bhd.
Acadian Gourmet Sdn. Bhd.
) Companies in which a director of the Company is deemed to have

)
PT Oldtown Indonesia
) An associate of Old Town (M) Sdn. Bhd., a subsidiary of Oldtown Berhad

) from August 13, 2010 to October 21, 2011.
Gourmet Corner Ipoh Sdn. Bhd.

) is a director and has substantial financial interest.
) A company in which directors of the Company are deemed to have
OTK Logistics Sdn. Bhd.

) has substantial financial interest.
Oldtown Asia Pacific Limited

OTK Northern Sdn. Bhd.
) Companies in which a director of the Company is a director and has

GC Bangsar Sdn. Bhd.

GC Kapar Sdn. Bhd.
GC South City Sdn. Bhd.
OTK (Alam Damai) Sdn. Bhd.
OTK (Intan) Sdn. Bhd.
OTK (Kuala Selangor) Sdn. Bhd.
OTK (Rawang) Sdn. Bhd.
OTK (Shah Alam) Sdn. Bhd.
OTK Manjung Sdn. Bhd.
OTK Sarawak Sdn. Bhd.
)
)
)
)
) Companies in which a close family member of a director of the
) Company is a director and deemed to have substantial financial interest.
)
)
)
)
Mayson Trade (M) Sdn. Bhd.
) A company in which a director of the Company has substantial financial

) interest.
CN Properties Sdn. Bhd.
) A company in which close family members of a director of the Company

) are directors and have substantial financial interest.
CN Supplies Sdn. Bhd.
) A company in which a director of the Company and his wife are directors
) and have substantial financial interests.
First Habour Coffee Shop
) A business in which a close family member of a director of the Company

) is the sole proprietor.
Gourmet Corner Sdn. Bhd.

) is a director and has direct and indirect substantial financial interest.
) A company in which directors of the Company are deemed to have
) substantial financial interest and a close family member of a director of
) the Company has substantial financial interest.
Noble Virtue Sdn. Bhd.
) A company in which a director of the Company and close family

) members are directors and have substantial financial interests.
(Forward)
ANNUAL REPORT 2013
105

Relationship
Body Revolution Sdn. Bhd.
) A company in which directors of the Company ceased to have

) substantial financial interests with effect from December 14, 2012.
GC Bangi Sdn. Bhd.

OTK Ipoh Road Sdn. Bhd.
OTK Megah Sdn. Bhd.
OTK USJ Sdn. Bhd.
OTK Sunway Sdn. Bhd.
OTK (Petaling Jaya) Sdn. Bhd.
)
)
) Companies in which close family members of a director of the Company
) are directors and have substantial financial interests.
)
)
Soonsen Enterprise Sdn. Bhd.

(Change of name to Myth Empire Sdn. Bhd.
with effect from May 3, 2013)
) A company in which a director of the Company is a director and has

)
) A company in which close family member of a director of the Company
) has substantial financial interest.
Lee Siew Ming
) Brother of a director of the Company.

) Spouse of a director of the Company.
Lee Siew Heng
) Director and deemed substantial shareholder of the Company.
Lim Khim Lan
) Spouse of a director of the Company.
Other related parties

GC Bangi Sdn. Bhd.
GC Kapar Sdn. Bhd.
16,934,500
Associates
Ultimate holding company

Old Town International
Sdn. Bhd.

657,865
909,189
488,833

550
877,510
852,464
854,884
747,846
797,478
772,772
682,464
585,558
530,664
512,643
27,510
4,767,505

884,905
The Group
Period Ended 31.3.2013 (15 Months)

Dividend
Trade
Trade

paid/payable
sales
purchases

RM
RM
RM
65,020

83,715
25,500

1,425,000
(Forward)

185,775
Purchase of
property,
Rental
plant and
paid/
equipment
payable
RM
RM
During the financial period/year, significant related party transactions are as follows:

49,533
63,401
33,936

73,653
63,423
76,413
75,834
65,980
48,265
59,143
56,844
44,169
42,638
307,302
729,238

82,555
105,668
56,560

122,755
105,706
127,355
126,390
109,966
80,442
98,572
94,739
73,615
71,063
512,171
1,215,397

Secondment
Advertising
of staff and promotion
Royalty
received/ fees received/ fees received/
receivable
receivable
receivable
RM
RM
RM

9,698
4,652
4,408

8,918
7,846
5,706
4,764
7,740
15,893
4,168
2,460
3,718
7,331
321,085
24,756
394,388
33,743
Others
RM
65,020
799,651
1,082,910
583,737
83,715
25,500
550
1,082,836
1,029,439
1,064,358
954,834
981,164
917,372
844,347
739,601
652,166
633,675
1,168,068
6,736,896
1,465,068
18,393,243
Total
RM
106
Gourmet Chef Kinrara Sdn. Bhd.

Lee Siew Heng
Lee Siew Ming
Lim Khim Lan
Manifest Corporate Services Sdn. Bhd.
OTK Megah Sdn. Bhd.
OTK USJ Sdn. Bhd.
Soonsen Enterprise Sdn. Bhd.
268,674
1,172,484
952,529
1,132,848

351,969
8,530,229
769,005
454,498
1,223,673
1,122,888
1,201,783
471,327
3,513,767
718,830
329,493
1,556,724
700
663,446
693,565

162,847
241,051

The Group

Dividend
Trade
Trade

paid/payable
sales
purchases

RM
RM
RM

313,500

22,500
22,500
75,000
22,800

66,000

2,700

197,600
Purchase of
property,
Rental
plant and
paid/
equipment
payable
RM
RM

18,000
90,000

6,000
48,000
30,000

30,000

6,000

23,314
100,122
84,787
95,238

30,197
937,412
71,331
42,531
96,098
65,139
61,350
36,437

61,338
26,227
96,420
87,584
53,527
63,727

38,857
166,869
141,312
158,730

91,767
50,328
1,562,353
118,884
70,885
160,163
108,565
102,252
60,728

102,231
43,704
160,699
145,973
89,211
106,212

Secondment
Advertising
of staff and promotion
Royalty
received/ fees received/ fees received/
receivable
receivable
receivable
RM
RM
RM
2,180
12,683
4,206
11,462

43,665
5,723
25,038
5,271
4,143
14,043
30,440
37,802
21,491

5,993
4,222
143,088
72,986
10,805
4,026

Others
RM
333,025
1,452,158
1,496,334
1,398,278
22,500
22,500
75,000
22,800
162,847
241,051
66,000
135,432
456,217
11,145,032
964,491
572,057
1,499,977
1,375,032
1,433,187
589,983
3,513,767
918,392
403,646
1,956,931
307,243
825,689
867,530
197,600
Total
RM
ANNUAL REPORT 2013
107

Body Revolution Sdn. Bhd.
Dynasty Kitchen Sdn. Bhd.
4,875,000
Associates
PT Oldtown Indonesia

Sdn. Bhd.

555,679
680,208
392,863

949,582

3,045,148

1,446
573
556,921
48,977
3,759,345

423,776

2,176,770

2,206,782
9,147,344

162,885

(Forward)
49,200

29,000

48,600
19,700
18,500

550

721,646

45,293
48,522
30,268

89,281

46,829
263,061
550,034

17,244
486,000

75,489
80,870
50,447

148,802

78,048
438,435
916,723

68,976
The Group
Year Ended 31.12.2011 (12 Months)

Advertising

Rental and promotion
Royalty fees

Dividend
Trade
Trade
paid/ fees received/ Management
received/

paid/payable
sales
purchases
payable
receivable
fee paid
receivable

RM
RM
RM
RM
RM
RM
RM
25. HOLDING COMPANY AND RELATED PARTY TRANSACTIONS (Contd)
80,000

Franchise
fees
received/
receivable
RM

5,750
6,150
4,150

11,000

25,500
5,000
6,500
7,000

5,200
275,618

Others
RM
49,200
682,211
815,750
477,728
29,000
1,198,665
48,600
19,700
2,220,770
3,050,148
2,213,282
9,156,340
573
686,998
1,106,091
5,226,102
162,885
509,996
6,082,646
Total
RM
108
GC Ampang Sdn. Bhd.

GC Bangi Sdn. Bhd.
GC Kapar Sdn. Bhd.
Lee Siew Heng
Lee Siew Ming
Manifest Corporate Services
Sdn. Bhd.
Old Town Kopitiam Butterworth
Sdn. Bhd.
Old Town Kopitiam Cheras
Sdn. Bhd.
Old Town Kopitiam Kuala Lumpur
Sdn. Bhd.
317,124
615,547
662,499
653,303
699,092
393,978
532,449
762,440
425,275
443,670
1,000,776
868,194
945,670

976,067
1,199,200
746,576

161,652
228,614

(Forward)

448,958
600
18,100

52,800

241,300

18,000
17,250
58,672

101,668
306,951
28,084
48,183
61,789
64,349
59,312
31,516
46,587
8,541
36,481
38,988
83,681
80,204
77,853

97,786

169,446
511,585
46,807
80,305
102,981
107,248
98,853
52,527
77,646
14,235
60,802
64,981
139,469
133,674
129,755

The Group

Advertising

Royalty fees

Dividend
Trade
Trade
received/

paid/payable
sales
purchases
payable
receivable
fee paid
receivable

RM
RM
RM
RM
RM
RM
RM

80,000

Franchise
fees
received/
receivable
RM
12,250
40,350
2,450
7,150
4,850
4,850
4,000
5,700
4,700
50,000
3,650
2,710
4,950
8,350
3,700

Others
RM
903,034
448,958
1,482,564
1,835,553
18,100
161,652
228,614
52,800
394,465
751,185
832,119
829,750
861,257
483,721
661,382
915,216
526,208
550,349
1,228,876
1,331,722
1,156,978
18,000
17,250
Total
RM
ANNUAL REPORT 2013
109

OTK Megah Sdn. Bhd.
OTK USJ Sdn. Bhd.

297,789
6,276,381
574,541
353,763
1,142,003
514,251
915,716
438,139
3,035,343
552,067
353,850
735,566
162,684
583,442
595,346
(Forward)

5,400

24,702
628,267
48,488
33,565
88,065
42,143
33,593
33,623

42,993
26,440
49,428
71,040
48,326
55,466
2,325
41,170
1,047,112
80,813
55,941
146,776
70,239
55,988
56,039

71,654
44,067
82,381
118,400
80,544
92,444
The Group

Advertising

Royalty fees

Dividend
Trade
Trade
received/

paid/payable
sales
purchases
payable
receivable
fee paid
receivable

RM
RM
RM
RM
RM
RM
RM

160,000

80,000
80,000

80,000

Franchise
fees
received/
receivable
RM
13,131
4,400
104,150
4,000
4,100
15,002
35,933
56,250
5,350

4,000
5,608
5,650
94,900
6,589
4,600
Others
RM
15,456
368,061
8,215,910
707,842
447,369
1,391,846
742,566
1,141,547
533,151
3,035,343
670,714
429,965
873,025
527,024
724,301
747,856
Total
RM
110
16,934,500


Subsidiaries





Kopitiam Asia Pacific Sdn. Bhd.
Old Town Kopitiam Butterworth Sdn. Bhd.
Associates


30,000
224,000
800,000
2,400,024
1,800,000
5,400,000
8,125,000

3,700,000

7,500,000
4,760,000

2,000,000

19,000,000

250,000
2,000
34,500,000

Dividend
received/
Advances
Advances
receivable
received
granted
RM
RM
RM
(Forward)

Dividend
paid/payable
RM
The Company

60,000
Rental
paid/
payable
RM
60,000

280

9,806
Others
RM
60,000
60,000
30,000
224,000
800,000
2,400,024
1,800,000
5,400,000
10,125,280
19,000,000
3,700,000
250,000
2,000
42,000,000
4,769,806
16,934,500
Total
RM
ANNUAL REPORT 2013
111
Subsidiaries
Dynasty Confectionery
Sdn. Bhd.
Dynasty Kitchen
Sdn. Bhd.
Emperors Kitchen
Sdn. Bhd.
Kopitiam Asia Pacific
Sdn. Bhd.
Oldtown Singapore
Pte. Ltd.

Sdn. Bhd.

270,003
135,000
1,995,000
3,312,500

4,875,000
570,004
(Forward)
3,270
5,130,287
The Company

Dividend Repayment
Rental

Dividend
received/
Advances
Advances
Trade Acquisition of of advances
paid/

paid/payable
receivable
received
granted
purchases investment
granted
payable

RM
RM
RM
RM
RM
RM
RM
RM
11,250
166,250
166,250
45,000
45,000
166,250
20,000
45,000
20,000
Transfer of
property, Management
plant and fee received/
equipment
receivable
RM
RM
11,250
166,250
9,182,311
315,003
180,000
2,161,250
20,000
45,000
20,000
4,875,000
Total
RM
112

4,000,000
1,190,000
Associate


265,000
Old Town Kopitiam

Butterworth Sdn. Bhd.
Old Town Kopitiam
Cheras Sdn. Bhd.
Old Town Kopitiam
Kuala Lumpur Sdn. Bhd.

890,000
60,000

620,000
300,000 52,000,000

(Forward)

90,000

40,000,000

227,251,998

2,092
30,000

The Company

Dividend Repayment
Rental

Dividend
received/
Advances
Advances
Trade Acquisition of of advances
paid/

paid/payable
receivable
received
granted
purchases investment
granted
payable

RM
RM
RM
RM
RM
RM
RM
RM

163,788
25,000
310,000
Total
RM
60,000

30,000
228,395,786
20,000
20,000

620,000
166,250 96,466,250
166,250 1,358,342
25,000
45,000
Transfer of
property, Management
plant and fee received/
equipment
receivable
RM
RM
ANNUAL REPORT 2013
113
114
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 period/year are as follows:

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Salaries, bonus and

allowances
EPF contributions
1,307,360
136,308
794,780
92,814
169,910
20,394
1,443,668
887,594
190,304
The estimated monetary value of benefits-in-kind received and receivable by the key management personnel otherwise than
in cash from the Group and the Company amounted to RM82,068 and Nil (31.12.2011: RM48,466 and RM8,625) respectively.
26. FIXED DEPOSITS, CASH AND BANK BALANCES
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Fixed deposits with licensed banks

Shortterm investment fund
Cash and bank balances

2,559,131
69,293,747
14,374,275
3,712,877
63,280,482
18,633,666
3,483,996
11,933,935
86,227,153
85,627,025
15,417,931

Bank balances
29,235,842
108,086
47,904,821
317,999
96,064
29,343,928
48,222,820
96,064
The Group

31.3.2013
%
31.12.2011
%
1.1.2011
%
Fixed deposits
3.00 3.14
2.07 2.95
2.50 3.00
2.13 2.95
2.49 2.80
2.07 2.95
2.14 2.95
The Company
The effective interest rates are as follows:
The Company
The fixed deposits of the Group have maturity period of 30 days to 365 days (31.12.2011: 30 days to 365 days, 1.1.2011: 365
days).
(Forward)
ANNUAL REPORT 2013
115
26. FIXED DEPOSITS, CASH AND BANK BALANCES (Contd)

The currency profile of fixed deposits, cash and bank balances are as follows:
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Ringgit Malaysia
Singapore Dollar

83,179,051
1,823,357
1,224,745
80,872,537
2,994,460
1,760,028
14,163,624
730,292
524,015
86,227,153
85,627,025
15,417,931
29,343,928
48,222,820
96,064
The Company
Ringgit Malaysia
The fixed deposits of the Group with carrying amounts of RM2,559,131 (31.12.2011: RM2,429,358, 1.1.2011: RM3,483,996) 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

The Group and The Company

1.1.2011
Number of
ordinary
31.3.2013
shares
RM
31.12.2011
RM
1.1.2011
RM
500,000,000
500,000,000
500,000,000
500,000,000
330,000,000
33,000,000
329,999,998
33,000,000
329,999,998
363,000,000
330,000,000
363,000,000
330,000,000
31.3.2013
Number of
ordinary
shares
31.12.2011
Number of
ordinary
shares
Authorised:
500,000,000
ordinary shares
of RM1 each 500,000,000
500,000,000
330,000,000
Issued and
fully paid:
Ordinary shares
of RM1 each:
At beginning of
period/year
Allotment of
shares
At end of
period/year
During the current financial period, the issued and paid-up ordinary share capital of the Company was increased from
RM330,000,000 to RM363,000,000 by the issuance of 33,000,000 new ordinary shares of RM1.00 each pursuant to a private
placement exercise at an issue price of RM1.95 per ordinary share.
The resulting premium arising from the shares issued above of RM31,350,000 has been credited to the share premium
account.
The new ordinary shares issued rank pari passu with the then existing ordinary shares of the Company.
116
28. RESERVES
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Share premium
Foreign currency translation reserve

Reserve arising from restructuring

Investment revaluation reserve
43,553,644
(13,155)
(222,653,894)
1,029,600
12,311,332
6,984
(222,653,894)

(20,359)
3,497,104
(178,083,805)
(210,335,578)
3,476,745
Share premium
Investment revaluation reserve
43,553,644
495,037
12,311,332

44,048,681
12,311,332
31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
The Company
Share premium


Issuance of ordinary shares
Share issue expenses

12,311,332
31,350,000
(107,688)

15,848,500
(3,537,168)
43,553,644
12,311,332

1.1.2011
Number of
ordinary
31.3.2013
shares
RM
31.12.2011
RM
1.1.2011
RM
The share premium arose from the following:

31.3.2013
Number of
ordinary
shares
31.12.2011
Number of
ordinary
shares
Public issue
Private placement

33,000,000
63,394,000

31,350,000
15,848,500

33,000,000
63,394,000
31,350,000
15,848,500
Share price per ordinary share
1.95
1.25
The Group

31.3.2013
RM
31.12.2011
RM
Foreign currency translation reserve

Exchange differences on translating foreign subsidiaries and associates
6,984
(20,139)
(20,359)
27,343
(13,155)
6,984
ANNUAL REPORT 2013
117
28. RESERVES (Contd)

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.
Reserve arising from restructuring

The Group

31.3.2013
RM
31.12.2011
RM

Arising from business combinations involving common control entities
(222,653,894)

3,497,104
(226,150,998)
(222,653,894)
(222,653,894)
Investments revaluation reserve

The Group

31.3.2013
RM
31.12.2011
RM

Net gain arising from changes in fair value of availableforsale financial assets

1,029,600
1,029,600

Net gain arising from changes in fair value of availableforsale financial assets

495,037
495,037
The Company
The investment revaluation reserve represents accumulated gains and losses arising on the changes in fair value of availablefor-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 Company has opted to disregard the Section 108 tax credit balance in accordance with the Finance Act, 2007 and switched
to a single tier tax system.
30. NON-CONTROLLING INTERESTS
The Group

31.3.2013
RM
31.12.2011
RM

Non-controlling interest arising on acquisition of interest in subsidiaries
Share of profit for the period/year
Dividend received

235,562
1,952,704
59,756
(56,000)
196,907
38,655
2,192,022
235,562
118
31. HIRE-PURCHASE PAYABLES

The Group

Minimum hire-purchase payments

31.3.2013
31.12.2011
1.1.2011
RM
RM
RM
Amounts payable under hire-purchase arrangements:

Within one year

In the second to fifth year inclusive
After fifth year

721,303
870,005
8,427
1,003,787
1,967,170
15,162
729,546
1,911,417

Less: Future finance charges

1,599,735
(114,429)
2,986,119
(295,365)
2,640,963
(287,560)
Present value of hire-purchase payables
1,485,306
2,690,754
2,353,403
The Group

Present value of minimum

hire-purchase payments
31.3.2013
31.12.2011
1.1.2011
RM
RM
RM
Amounts payable under hire-purchase arrangements:

Within one year
After fifth year

648,266
829,119
7,921
860,763
1,816,377
13,614
606,865
1,746,538
Present value of hire-purchase payables

Less: Amount due within 12 months (shown under current liabilities)
1,485,306
(648,266)
2,690,754
(860,763)
2,353,403
(606,865)
837,040
1,829,991
1,746,538
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Financial years ending

March 31/December 31:
2012
2013
2014
2015
2016
2017
2018
2019 and above

567,856
206,870
49,799
4,594
7,921

743,965
634,109
353,638
84,665
4,509
4,864
4,241
595,003
496,657
471,440
183,438
837,040
1,829,991
1,746,538
Non-current portion
The non-current portion is repayable as follows:
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 (31.12.2011: 3 years to 9 years, 1.1.2011: 3 to 7 years). For the
financial period ended March 31, 2013, the effective borrowing rates of the Group ranged from 4.25% to 8.03% (31.12.2011: 4.25%
to 8.03%, 1.1.2011: 4.27% to 8.03%) per annum. Interest rates are fixed at the inception of the hire-purchase arrangements.
The hire-purchase payables of the Group are secured by the assets under hire-purchase and are also guaranteed by certain
directors of the Company.
The fair values of the hire-purchase payables of the Group are approximately equal to their carrying amounts.
ANNUAL REPORT 2013
119
32. BORROWINGS
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Unsecured:
Term loans
158,435
Secured:
Term loans
Bankers acceptances

Bank overdrafts
Trust receipts

28,606,302

4,449,495
12,862,741

17,625,250
2,065,000
1,642,519
33,055,797
13,021,176
21,332,769
Less: Amount due within 12 months (shown under current liabilities)
(7,767,923)
(1,536,869)
(5,542,994)
Noncurrent portion
25,287,874
11,484,307
15,789,775
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Financial years ending

March 31/December 31:
2012
2013
2014
2015

2016
2017
2018
2019 and above

3,556,868
3,724,516
3,903,290
3,371,539
10,731,661

1,560,522
1,619,414
1,691,348
1,788,780
1,355,064
1,153,238
2,315,941
1,918,812
2,032,020
2,135,927
2,052,441
1,911,738
978,613
961,713
3,798,511
25,287,874
11,484,307
15,789,775
The noncurrent portion is repayable as follows:
The Groups term loans and other banking facilities with licensed banks amounting to RM61,058,817 (31.12.2011: RM57,434,571,
1.1.2011: RM42,949,000) are secured by:
i)
Fixed legal charge over the freehold land, leasehold land and buildings and factory buildings of the Group as mentioned
in Notes 14 and 15;
ii) Investment properties of the Group as disclosed in Note 16;

iii) Letter of set-off of fixed deposits as disclosed in Note 26; and
iv) A stamped facility agreement of RM30.403 million.
Certain term loans and other banking facilities are also guaranteed by the Company, the directors of the Company and the
ultimate holding company jointly and severally.
The Group has twelve (12) term loans:
(a) a fifteen (15) year term loan of RM458,000 (31.12.2011: RM458,000, 1.1.2011: RM458,000) which is repayable by 180
monthly instalments of RM3,393 each commencing October 2008;
(b) a seven (7) year term loan of RM4,000,000 (31.12.2011: RM4,000,000, 1.1.2011: RM4,000,000) which is repayable by 84
monthly instalments of RM58,051 each commencing April 2010;
(c) a ten (10) year term loan of RM2,500,000 (31.12.2011: RM2,500,000, 1.1.2011: RM2,500,000) which is repayable by 120
monthly instalments of RM28,451 each commencing May 2010;
(Forward)
120
32. BORROWINGS (Contd)

(d) an eight (8) year term loan of RM8,000,000 (31.12.2011: Nil, 1.1.2011: Nil) which is repayable by 95 monthly instalments
of RM98,260 each commencing January 2013 with a last instalment of RM97,918;
(e) an eight (8) year term loan of RM9,000,000 (31.12.2011: Nil, 1.1.2011: Nil) which is repayable by 95 monthly instalments
of RM110,543 each commencing May 2013 with a last instalment of RM112,920. As of March 31, 2013, the term loan has
not been fully drawndown;
(f) a ten (10) year term loan of RM1,415,000 (31.12.2011: RM1,415,000, 1.1.2011: RM1,415,000) which is repayable by 60
monthly instalments of RM14,665 each for the first to fifth year commencing October 30, 2008 and 60 monthly instalments
of RM15,025 each for the sixth to tenth year commencing October 30, 2013;
(g) a ten (10) year term loan of RM1,147,500 (31.12.2011: RM1,147,500, 1.1.2011: RM1,147,500) which is repayable by 60
monthly instalments of RM11,893 each for the first to fifth year commencing October 14, 2009 and 60 monthly instalments
of RM12,185 each for the sixth to tenth year commencing October 14, 2014;
(h) a ten (10) year term loan of RM552,500 (31.12.2011: RM552,500, 1.1.2011: RM552,500) which is repayable by 60 monthly
instalments of RM5,726 each for the first to fifth year commencing October 14, 2009 and 60 monthly instalments of
RM5,867 each for the sixth to tenth year commencing October 14, 2014;
(i) a ten (10) year term loan of RM765,000 (31.12.2011: Nil, 1.1.2011: Nil) which is repayable by 120 monthly instalments of
RM7,892 each with effect from one (1) month after date of full release of the loan;
(j) a ten (10) year term loan of RM1,349,800 (31.12.2011: Nil, 1.1.2011: Nil) which is repayable by 120 monthly instalments of
RM13,924 each with effect from one (1) month after date of full release of the loan;
(k) a ten (10) year term loan of RM4,800,000 (31.12.2011: Nil, 1.1.2011: Nil) which is repayable by 120 monthly instalments of
RM49,285 each commencing February 2011; and
(l) a ten (10) year term loan of RM4,800,000 (31.12.2011: Nil, 1.1.2011: Nil) which is yet to be drawndown as the end of
financial period.
During the financial period, the Group fully settled four (4) term loans as follows:
(a) a ten (10) year term loan of RM220,000 (31.12.2011: RM220,000, 1.1.2011: RM220,000) which was repayable by 60 monthly
instalments of RM2,280 each for the first to fifth year commencing September 2007 and 60 monthly instalments of
RM2,424 each for the sixth to tenth year commencing September 2012;
(b) a ten (10) year term loan of RM150,000 (31.12.2011: RM150,000, 1.1.2011: RM150,000) which was repayable by 60 monthly
instalments of RM1,555 each for the first to fifth year commencing January 2008 and 60 monthly instalments of RM1,653
each for the sixth to tenth year commencing February 2013;
(c) a five (5) year fixed interest rate loan of RM200,000 (31.12.2011: RM200,000, 1.1.2011: RM200,000) which was repayable by
60 monthly instalments of RM3,684 each commencing June 2009; and
(d) a three (3) year floating interest rate loan of RM200,000 (31.12.2011: RM200,000, 1.1.2011: RM200,000) which was
repayable by 36 monthly instalments of RM6,180 each commencing October 2009.
The Group had ten (10) term loans which were fully settled in December 31, 2011 as follows:
(a) a ten (10) year term loan of RM92,000 (1.1.2011: RM92,000) which was repayable by 120 monthly instalments of RM4,230
each commencing October 2000;
(b) a twenty (20) year term loan of RM1,049,000 (1.1.2011: RM1,049,000) which was repayable by 240 monthly instalments of
RM8,284 each commencing March 2006;
(c) a six (6) year term loan of RM2,500,000 (1.1.2011: RM2,500,000) which was repayable by 72 monthly instalments of
RM44,446 each commencing October 2000;
(d) a twenty (20) year term loan of RM240,000 (1.1.2011: RM240,000) which was repayable by 240 monthly instalments of
RM1,837 each commencing April 2006;
(e) a five (5) year term loan of RM1,000,000 (1.1.2011: RM1,000,000) which was repayable by 60 monthly instalments of
RM19,707 each commencing November 2009;
(Forward)
ANNUAL REPORT 2013
121
32. BORROWINGS (Contd)

(f) a fifteen (15) year term loan of RM370,000 (1.1.2011: RM370,000) which was repayable by:
i)
12 monthly instalments of RM3,073 each in the first year;
ii) 12 monthly instalments of RM3,200 each in the second year; and

iii) 156 monthly instalments of RM3,462 each thereafter.
(g) a five (5) year term loan of RM200,000 (1.1.2011: RM200,000) which was repayable by 60 monthly instalments of RM3,941
each commencing July 2009;
(h) a two (2) year fixed interest rate loan of RM550,000 (1.1.2011: RM550,000) which was repayable by 24 monthly instalments
of RM23,884 each commencing August 15, 2010;
(i) a fifteen (15) year term loan of RM3,700,000 (1.1.2011: RM3,700,000) which was repayable by 180 monthly instalments of
RM26,907 each commencing September 14, 2009; and
(j) a five (5) year term loan of RM350,000 (1.1.2011: RM350,000) which was repayable by 60 monthly instalments of RM6,493
each commencing January 16, 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

31.3.2013
%
31.12.2011
%
1.1.2011
%
Term loans

Bankers acceptances
Bank overdrafts
Trust receipts
4.02 - 7.60

4.50 - 7.35
3.24
1.78 - 8.35
4.43 - 4.45
4.50 - 8.35

4.29 - 8.05
2.23 - 4.43
4.50 - 8.05
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Ringgit Malaysia
28,606,302
4,449,495
13,021,176

21,332,769
33,055,797
13,021,176
21,332,769
31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
2,060,600
2,773,260
2,808,865
1,075,883
420,544
1,298,597

1,288,779
1,496,427
1,298,597
1,288,779
Total
3,557,027
4,071,857
4,097,644
The currency profile of the borrowings is as follows:
33. DEFERRED INCOME

The Group

Non-current portion:

Current portion:
Deferred - others

(Forward)
122
33. DEFERRED INCOME (Contd)

Deferred franchise fees represent franchise fees received in advance from franchisees. The revenue is recognised in the
statements of comprehensive income on a straight-line basis over the term of the franchise agreement of 5 years (31.12.2011:
5 years, 1.1.2011: 5 years).
Deferred - others represents income from provision of information technology related services and foreign workers training
fees received in advance. The revenue income from provision of information technology related services and foreign workers
training fees are recognised in the statements of comprehensive income on a straight-line basis over the term of the
agreement of 1 year (31.12.2011: Nil, 1.1.2011: Nil).
34. DEFERRED CAPITAL GRANT
The Group

31.3.2013
RM
31.12.2011
RM
Cost
Arising from the acquisition of subsidiaries
120,897

120,897
At end of the period/year
120,897
120,897
Arising from the acquisition of subsidiaries
Amortisation
49,865

30,224
35,760
14,105
At end of the period/year
80,089
49,865
Net carrying amount

Current
Non-current
24,180
16,628
24,180
46,852
40,808
71,032
Deferred capital grant relates to government grant received for the acquisition of plant and machinery. There are no unfulfilled
conditions or contingencies attached to this grant.
35. TRADE AND OTHER PAYABLES
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Trade payables
Other payables
19,511,887
7,865,509
18,607,750
4,611,413
19,356,935
10,819,501

Accrued expenses

Refundable deposits received
27,377,396
9,654,566
3,012,890
23,219,163
9,061,955
2,319,790
30,176,436
5,578,470
2,175,976
40,044,852
34,600,908
37,930,882
Other payables
Accrued expenses
133,924
72,785
25,273
239,478
2,825,778
2,500
206,709
264,751
2,828,278
The Company
Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs. The terms granted to the
Group for trade purchases ranged from cash terms to credit period of 90 days (31.12.2011: cash terms to credit period of 90
days, 1.1.2011: cash terms to credit period of 60 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.
(Forward)
ANNUAL REPORT 2013
123
35. TRADE AND OTHER PAYABLES (Contd)

Included in trade and other payables of the Group are related parties balances of RM554,532 (31.12.2011: RM157,512,
1.1.2011: RM5,322,339).
The amounts owing to other payables of the Group and of the Company are unsecured, interest-free and repayable upon demand.
The currency profile of trade and other payables are as follows:
The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Ringgit Malaysia
Singapore Dollar
26,645,643
392,937
338,816
22,948,560

270,603
29,742,347
130,680
303,409
27,377,396
23,219,163
30,176,436
133,924
25,273
2,825,778
The Company
Ringgit Malaysia
Transactions with related parties are disclosed in Note 25.
36. AMOUNT OWING TO A DIRECTOR OF A SUBSIDIARY
In prior years, the amount owing to a director of a subsidiary arose mainly from expenses paid on behalf, which were unsecured,
interest-free and repayable upon demand.
37. DIVIDENDS

Final dividend of 4.0 sen per share, single tier for 2011
(31.12.2011: Nil)
Interim dividend of 6.0 sen per share, single tier
(31.12.2011: 2.5 sen per share, single tier)

The Group
31.3.2013
31.12.2011
RM
RM
The Company
31.3.2013
31.12.2011
RM
RM
13,200,000
13,200,000
19,800,000
8,250,000
19,800,000
8,250,000
33,000,000
8,250,000
33,000,000
8,250,000

Net dividend per share

The Group
The Company

31.3.2013
31.12.2011
31.3.2013
31.12.2011

Sen
Sen
Sen
Sen
Final dividend of 4.0 sen per share, single tier for 2011
(31.12.2011: Nil)

Interim dividend of 6.0 sen per share, single tier
(31.12.2011: 2.5 sen per share, single tier)

4.0
4.0
6.0
2.5
6.0
2.5
10.0
2.5
10.0
2.5
A final dividend declared in respect of the financial year ended December 31, 2011 under single tier tax system of 4.0 sen per
share, amounting to RM13,200,000 was paid on August 15, 2012.
An interim dividend declared in respect of the current financial period under single tier tax system of 6.0 sen per share,
amounting to RM19,800,000 was paid on January 10, 2013.
The directors proposed a final dividend of 3.0 sen per share, amounting to RM10,890,000 in respect of the current financial
period. 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, 2014.
124
38. FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT
Categories of financial instruments

The Group

31.3.2013
RM
31.12.2011
RM
1.1.2011
RM
Financial assets
Loans and receivables:
Amount owing by ultimate holding company

Availableforsale:
Other investments unquoted shares
Other investments quoted unit trusts

46,258,258

1,349,508
86,227,153
40,463,547

1,398,828
85,627,025
36,499,303
5,229,705
2,839,617
15,417,931
1,086,567
71,235,042
765,752
10,205,442
29,000
Financial liabilities
Amortised cost:

Amount owing to a director of a subsidiary
Hirepurchase payables
Borrowings
40,044,852
87,936

1,485,306
33,055,797
34,600,908
51,196
4,463
2,690,754
13,021,176
37,930,882
27,348
2,353,403
21,332,769
Financial assets
Loans and receivables:

Amount owing by subsidiaries

Availableforsale other investments
123,170
64,911,665

29,343,928
30,495,037
13,370
10,905,656
60,000
48,222,820

522,500
96,064
Financial liabilities
Amortised cost:
Amount owing to subsidiaries

206,709

9,188,896
264,751
1,545
7,453,968
2,828,278
The Company
(Forward)
ANNUAL REPORT 2013
125
38. FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (Contd)
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 price 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) and Hong Kong Dollar (HKD) arising from
normal trading, investment 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 carrying amounts of the Groups foreign currency denominated monetary assets and liabilities at the end of the
reporting period are as follows:

USD
SGD

Trust receipts
8,194,172
1,224,745
4,449,495
392,937
31.3.2013
BAHT
HKD
645,388
1,823,357

338,816
1,213,501

1,952,704
USD

6,589,718
1,760,028

31.12.2011
SGD
1,090,624
2,994,460
270,603
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.
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 number below indicates an increase
in profit and other equity where RM weakens 3% against the relevant currency. For a 3% strengthening of RM against
the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below
would be negative.
(Forward)
126

31.3.2013
31.12.2011

Profit
Profit

Changes
before tax
Changes
before tax

%
RM
%
RM
3
3
3
3
USD
SGD
BAHT
HKD
137,295
63,898
36,405
58,581
3
3

250,492
114,434
(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 their
borrowings.
Interest rate sensitivity analysis
At the end of the reporting period, if interest rates had been 100 (31.12.2011: 100) basis points lower/higher, with
all other variables held constant, the Groups profit net of tax would have been RM214,547 (31.12.2011: RM130,212)
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 risks arising from equity investments. Equity investments are held
for strategic rather than trading purposes.
Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at the end of the
reporting period.
If equity prices had been 1% higher/lower, the Groups:

profit for the period 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 period would increase/decrease by RM534,263 (31.12.2011: increase/
decrease by RM76,541) 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 year.
If equity prices had been 1% higher/lower, the Companys:

profit for the period 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 period would increase/decrease by RM228,713 (31.12.2011: increase/
decrease by Nil) 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 year.
(Forward)
ANNUAL REPORT 2013
127
(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. The Group has 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 intercompany balances, financial
guarantees given to licensed banks for credit facilities granted to subsidiary companies 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 accounts 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 statements 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.
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 and/or impaired 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 their carrying amounts in the
statements of financial position.
At the end of the financial period, there was no indication that the balances due from subsidiaries are not recoverable.
Financial Guarantees
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 RM25,306,356 (2011: Nil) representing the outstanding balance of
credit facilities of subsidiaries in which financial guarantees are given as of the end of the reporting date.
At the end of the reporting date, there was no indication that the subsidiaries would default on repayment.
Other Financial Assets

The credit risk on liquid funds are limited because the counterparties are banks with high credit-ratings assigned by
international credit-rating agencies.
(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 RM9,438,000 (31.12.2011: RM34,740,000) 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.
(Forward)
128
The maturity profile for the nonderivative financial assets/liabilities of the Group and of the Company at the end of the
reporting period based on the undiscounted cash flows of the respective financial assets/liabilities representing the
earliest date on which the Group and the Company are entitled to receive/required to pay, is as follows:

The Group
31.3.2013
On demand
or within
one year
RM
One year
to 5 years
RM
Over five
years
RM
Total
RM
46,258,258
1,349,508
88,021,354
46,258,258
1,349,508
88,021,354

25,693,547

45,541,495
1,086,567

1,086,567
71,235,042
Total undiscounted nonderivative financial assets 161,322,667
45,541,495
1,086,567
207,950,729
Nonderivative financial liabilities:

Borrowings
40,044,852
87,936
721,303
9,057,830

870,005
20,773,853

8,427
8,989,091
40,044,852
87,936
1,599,735
38,820,774
Total undiscounted nonderivative

financial liabilities
49,911,921
21,643,858
8,997,518
80,553,297
Total net undiscounted nonderivative

financial assets/(liabilities)
111,410,746
23,897,637
(7,910,951)
127,397,432
40,463,547
1,398,828
87,231,355
40,463,547
1,398,828
87,231,355
765,752
10,205,442
765,752
10,205,442
Total undiscounted nonderivative financial assets 140,064,924
140,064,924
Nonderivative financial assets:

Availableforsale:
The Group
31.12.2011

Availableforsale:

Amount owing to a director of a subsidiary
Borrowings
34,600,908
51,196
4,463
1,003,787
2,207,349

1,967,170
9,543,441

15,162
4,401,742
34,600,908
51,196
4,463
2,986,119
16,152,532

37,867,703
11,510,611
4,416,904
53,795,218

102,197,221
(11,510,611)
(4,416,904)
86,269,706
(Forward)
ANNUAL REPORT 2013
129

The Group
1.1.2011
On demand
or within
one year
RM
One year
to 5 years
RM
Over five
years
RM
Total
RM
36,499,303
5,229,705
2,839,617
15,417,931
36,499,303
5,229,705
2,839,617
15,417,931
29,000
29,000
Total undiscounted nonderivative financial assets
60,015,556
60,015,556

Borrowings
37,930,882
27,348
729,546
5,814,375

1,911,417
11,716,367

8,720,949
37,930,882
27,348
2,640,963
26,251,691
Total undiscounted nonderivative financial liabilities 44,502,151
13,627,784
8,720,949
66,850,884

15,513,405
(13,627,784)
(8,720,949)
(6,835,328)

The Company
31.3.2013
On demand
or within
one year
RM
One year
to 5 years
RM
Over five
years
RM
Total
RM
123,170
64,911,665
30,077,748
123,170
64,911,665
30,077,748
15,047,654
15,447,383
30,495,037
110,160,237
15,447,383
125,607,620

206,709
9,188,896
206,709
9,188,896

9,395,605
9,395,605

financial assets
100,764,632
15,447,383
116,212,015

13,370
10,905,656
60,000
49,541,159
13,370
10,905,656
60,000
49,541,159

financial assets
60,520,185
60,520,185

Amount owing by ultimate holding company
Availableforsale:

Availableforsale:
Total undiscounted nonderivative financial assets
The Company
31.12.2011
(Forward)
130

The Company
31.12.2011
On demand
or within
one year
RM
One year
to 5 years
RM
Over five
years
RM
Total
RM

264,751
1,545
7,453,968
264,751
1,545
7,453,968
Total undiscounted non derivative

7,720,264
7,720,264
Total net undiscounted non derivative

financial assets
52,799,921
52,799,921

522,500
96,064
522,500
96,064

financial assets
618,564
618,564

2,828,278
2,828,278

(2,209,714)
(2,209,714)
The Company
1.1.2011
The Group and the Company have not committed to any derivative financial instruments during the financial period.
(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 2011.
The capital structure of the Group and of the Company consists of net debt and equity of the Group and of the Company.
(Forward)
ANNUAL REPORT 2013
131
Fair Values of Financial Assets and Financial Liabilities
The fair value of long-term financial assets and financial liabilities are determined by the present value of future cash flows
estimated and discounted using the current interest rates for similar instruments at the end of the reporting period. There is
no material difference between the fair values and carrying values of these assets and liabilities as of the end of the reporting
period.
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. The other investments on unquoted shares are measured at cost. The Group intends to hold the unquoted
investments on a long-term basis.
The fair values of other classes of financial assets and financial liabilities are disclosed in the respective notes to the financial
statements.
Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been
defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group
31.3.2013
Level 1
RM
Level 2
RM
Level 3
RM
Total
RM
Availableforsale:
71,235,042
71,235,042
10,205,442
10,205,442
30,495,037
30,495,037
Availableforsale:
The Group
31.12.2011
Availableforsale:
The Company
31.3.2013
Availableforsale:
The Company
31.12.2011
There were no transfers between Levels 1 and 2 in March 31, 2013.
132
39. STATEMENTS OF CASH FLOWS

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

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Cash purchase
Amount owing to trade and other payables
Advance payment for acquisition of property,
plant and equipment in previous year
Tradein
Hirepurchase financing
63,681,693
4,089,436
12,436,634
1,457,227
1,595,692
13,775
385,475
2,034,065
13,000

626,800
163,788
163,788
69,818,194
14,684,449
1,609,467
549,263
The principal amounts of instalment repayments for property, plant and equipment acquired by hirepurchase are
reflected as cash outflows from financing activities.
(b) Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents include fixed deposits, short-term
investment funds and cash and bank balances. Cash and cash equivalents at the end of the reporting period as shown in
the statements of cash flows can be reconciled to the related items in the statements of financial position as follows:

The Group
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
The Company
Period Ended
Year Ended
31.3.2013
31.12.2011
(15 Months)
(12 Months)
RM
RM
Fixed deposits

Shortterm investment funds

Cash and bank balances
2,559,131
69,293,747
14,374,275
3,712,877
63,280,482
18,633,666

29,235,842
108,086
47,904,821
317,999
86,227,153
85,627,025
29,343,928
48,222,820
(2,559,131)
(2,429,358)
83,668,022
83,197,667
29,343,928
48,222,820

Less: Fixed deposits held on lien
to local licensed banks
ANNUAL REPORT 2013
133
40. 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 (31.12.2011: 1 to 3 years).
Operating lease for the Company relates to leases of office with average term of 2 years (31.12.2011: 2 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:

Minimum lease payments
The Group
31.3.2013
31.12.2011
RM
RM
24,855,998
15,888,939
The Company
31.3.2013
31.12.2011
RM
RM
60,000
30,000
Noncancellable operating leases commitments are as follows:

The Group
31.3.2013
31.12.2011
RM
RM
The Company
31.3.2013
31.12.2011
RM
RM
Within one year

After five years

12,947,536
12,331,408
15,710
17,194,837
12,583,897

4,000

48,000
16,000
25,294,654
29,778,734
4,000
64,000
41. CAPITAL COMMITMENTS

As of March 31, 2013, the Group and the Company have the following capital expenditure in respect of property, plant and
equipment:

The Group
31.3.2013
31.12.2011
RM
RM
The Company
31.3.2013
31.12.2011
RM
RM
Capital expenditure:
Approved and contracted for
Approved but not contracted for

5,212,276
916,047
6,874,875
609,999
310,927

6,128,323
7,484,874
310,927
42. CHANGE IN FINANCIAL YEAR-END

During the financial period, the Group and the Company changed their financial year-end from December 31 to March 31.
Accordingly, the financial statements of the Group and of the Company for the current financial period are drawn up for a
period of fifteen months from January 1, 2012 to March 31, 2013.
43. SUBSEQUENT EVENT
On April 8, 2013, a subsidiary company, Old Town (M) Sdn. Bhd., entered into a Sale and Purchase Agreement with third
parties to acquire 1,400,000 ordinary shares of HKD 1.00 each in Advance City Limited (ACL), a company incorporated in
Hong Kong, Peoples Republic of China, representing 70% of the issued and paid-up capital of ACL for a cash consideration
of RM26,790,000. With the acquisition, ACL became a subsidiary of the Group.
Due to the short period of time, the initial accounting for the business combination is incomplete at the time the financial
statements are authorised for issue by the Board of Directors.
134
44. 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, 2013 into realised and unrealised
profits or losses, pursuant to the directive issued by Bursa Malaysia Securities Berhad on March 25, 2010, is as follows:

Total retained earnings of the Company and

its subsidiaries
Realised
Unrealised
The Group
31.3.2013
31.12.2011
RM
RM
The Company
31.3.2013
31.12.2011
RM
RM
140,262,374
852,117
116,480,236
(597,569)
1,074,751

1,048,764
190,642
54,447
(319,509)
67,092
141,359,580
115,630,250
1,074,751
1,048,764
Add: Consolidation adjustments
(21,425,170)
(18,222,950)
Total retained earnings as per statements of

financial position
119,934,410
97,407,300
1,074,751
1,048,764
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 2013
Statement by Directors
135
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,
2013 and of the financial performance and the cash flows of the Group and of the Company for the period January 1, 2012 to March
31, 2013.
The supplementary information set out in Note 44, 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,
MR. LEE SIEW HENG
PJN, PMP, JSM, FASc
Ipoh,
July 24, 2013
Declaration by the Officer Primarily Responsible for the Financial

Management of the Company
I, MS. CHAO KAR PO, the officer primarily responsible for the financial management of OLDTOWN BERHAD, do solemnly and
sincerely declare that the accompanying financial statements are, in my opinion, correct and I make this solemn declaration
conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
MS. CHAO KAR PO

Subscribed and solemnly declared by the abovenamed MS. CHAO KAR PO at IPOH this 24th day of July, 2013.
Before me,
S. LETCHUMI DEVI (A 080)

COMMISSIONER FOR OATHS
136
List of Properties Owned

by Oldtown Group
as at 31 March 2013
Aproximate
Age of
Building
Tenure
(Years)
Audited
Net Book
Value
(RM)
Leasehold
of 99 years,
expiring on
27.04.2088
21 years
1,281,510
27.7.2005*
10,491 /
9,770
Leasehold
of 99 years,
expiring on
04.07.2094
16 years
670,000
21.03.2013
Factory
and office /
1 storeys
10,491 /
7,780
Leasehold
of 99 years,
expiring on
04.07.2094
16 years
650,000
21.03.2013
office
recreation block
and canteen
factory
The Industrial Complex consisting of
warehouse /
a 3 storey detached office, a 2 storey
3 storeys
recreation block and canteen, a 2 storey
2 storeys
detached factory, a single storey detached
2 storeys
warehouse and some ancillary structures
1 storey
is held under individual title Pajakan
Negeri 2864, Lot No. 60178 in the Mukim of
Hulu Kinta, State of Perak Darul Ridzuan.
391,923 /
207,549
Leasehold
of 99 years
expiring on
01.07.2072
less than
1 year
47,120,326
09.01.2013
No. Title / Location
No. 1,Persiaran Tasek Timur 6,

Taman Medan Bercham,
31400 Ipoh, Perak Darul Ridzuan.
Description and
Existing Use /
Number of storey
Land Area /
Built up Area
(Sq feet)
Factory
and office /
4 storeys
10,168 /
40,507
Factory
and office /
1 storeys
The 4 storey factory and office is held

under the following individual titles:
Date of
Revaluation /
*Date of
Acqusition
a) PN 296889, Lot 179748 (previously held

under H.S.(D) 3733);
b) PN 296887, Lot 179747 (previously held
c) PN 296890, Lot 179749 (previously held
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),
all in the Mukim of Hulu Kinta, District of
Kinta, State of Perak Darul Ridzuan.
2
No. 11, Persiaran Industri Rapat 2,

Kawasan Perindustrian Sri Rapat,
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.
No. 13, Persiaran Industri Rapat 2,

Kawasan Perindustrian Sri Rapat,
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.
No. 2, Jalan Portland,

Kawasan Perindustrian Tasek,
ANNUAL REPORT 2013
137
No. 21, Lebuh Bercham (S) 2/8,

Kawasan Perindustrian Bercham,
Description and
Existing Use /
Number of storey
No. 19, Lebuh Bercham (S) 2/8,

Kawasan Perindustrian Bercham,
Aproximate
Age of
Building
Tenure
(Years)
Audited
Net Book
Value
(RM)
Date of
Revaluation /
*Date of
Acqusition
Factory
and office /
1 storey
2,399 / Leasehold of
2,400 60 of years,
expiring on
29.03.2052
16 years
233,515
10.02.2009*
Factory
and office /
1 storey
2,399 /
2,400
Leasehold
of 60 years,
expiring on
29.03.2052
16 years
216,033
04.05.2006*
The 1 storey factory and office held under

individual title PN 287301, Lot 195649
(previously held under H.S.(D) 70419) in
the Mukim of Hulu Kinta, District of Kinta,
State of Perak Darul Ridzuan.
6
Land Area /
Built up Area
(Sq feet)
The 1 storey factory and office is held

under individual title PN 287302, Lot
195650 (previously held under H.S.(D)
70420) in the Mukim of Hulu Kinta, District
of Kinta, State of Perak Darul Ridzuan.
7
Lot 212152 (previously known as PT 126279),

Persiaran Tasek Timur 7,
Taman Medan Bercham,
The land
is vacant.
A portion of
the land was
leased to
The vacant land is held under individual
Tenaga Nasional
title PN346134 Lot 212152 (previously
Berhad for a
held under H.S.(D) 33231, PT 126279), in
period of 30
the Mukim of Hulu Kinta, District of Kinta,
years expiring
State of Perak Darul Ridzuan.
on 14.02.2026
The land area

is 21,466
Leasehold
of 99 years,
expiring on
17.04.2093
N/A
372,096
18.08.2006*
PT77647, Kampung Batu 13 Puchong,

47150 Puchong, Selangor Darul Ehsan.
The land
is vacant
The land area

is 59,656
Leasehold
of 99 years,
expiring on
09.12.2107
N/A
6,125,756
18.05.2010*
The ground floor

of the 3 storey is
used to operate
an OLDTOWN
WHITE COFFEE
cafe outlet. The
first and second
floors of the
3 storey shop
office are rented
to a private entity
/ 3 storeys
2830 /
8,365
Freehold
4 years
1,358,920
15.10.2009
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.
9
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.
138

by Oldtown Group
as at 31 March 2013
10 No. 70, Solok Pendamar Indah 1,

Taman Pendamar Indah,
42000 Port Klang, Selangor Darul Ehsan.
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.
11 Unit No. G1, No. 55, 55-1 and 55-2,
Jalan Rampai Niaga 5,
Medan Niaga Rampai,
53300 Kuala Lumpur.
individual title H.S.(D) 117765 PT
No 9138, in the Mukim of Setapak,
District of Kuala Lumpur, Negeri
Wilayah Persekutuan registered in the
name of Datuk Bandar Kuala Lumpur
which is pending registration into the
name of the Company.
12 Lot No. 3A-G26,

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.
13 C-3-7, Fairville Apartment,
Jalan USJ 22/1,
47630 UEP Subang Jaya,
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.
Aproximate
Age of
Building
Tenure
(Years)
Audited
Net Book
Value
(RM)
Date of
Revaluation /
*Date of
Acqusition
Description and
Existing Use /
Number of storey
Land Area /
Built up Area
(Sq feet)
The ground,
first and second
floors of the
3 storey shop
office are rented
to private entities
/ 3 storeys
1,399 /
4,168
Freehold
4 years
652,544
15.10.2009
The ground
and first floor
of the 3 storey
shop office are
used to operate
OLDTOWN
WHITE COFFEE
cafe outlet. The
second floor is
for general use
and storage
purposes in
relation to the
operation of the
said cafe outlet /
3 storeys
4,759 /
12,854
Leasehold
for a period
of 99 years,
expiring on
28.03.2106
4 years
3,272,296
30.04.2009
The 1 storey
shop lot is
rented to a
private entity /
1 storey
The built up
area is 600
Freehold
16 years
720,000
08.04.2013
Apartment
used as
accomodation
for factory staff
The built up
area is
818 sq ft
Freehold
12 years
157,575
25.01.2011*
ANNUAL REPORT 2013
139

Jalan USJ 22/1,
Aproximate
Age of
Building
Tenure
(Years)
Audited
Net Book
Value
(RM)
Date of
Revaluation /
*Date of
Acqusition
Description and
Existing Use /
Number of storey
Land Area /
Built up Area
(Sq feet)
Apartment
used as
accomodation
for factory staff
The built up
area is
818 sq ft
Freehold
12 years
148,025
04.01.2011*
Apartment
used as
accomodation
for factory staff
The built up
area is
818 sq ft
Freehold
12 years
148,025
04.01.2011*
Apartment
used as
accomodation
for factory staff
The built up
area is
818 sq ft
Freehold
12 years
141,340
07.01.2011*
Apartment
used as
accomodation
for factory staff
The built up
area is
818 sq ft
Freehold
12 years
146,115
03.01.2011*
A double storey
house which is
vacant and to be
used for staff
accomodation
1539 /
1,859
Leasehold
of 99 years,
expiring on
22.05.2089
1 year
199,944
16.01.2012*

Geran 52283 / M1-B / 8 / 229, Lot No. 49175,
State of Selangor.
Jalan USJ 22/1,
Geran 52283 / M1-B / 8 / 231, Lot No. 49175,
State of Selangor.
16 A-5-4, Fairville Apartment,
Jalan USJ 22/1,
Geran 52283 / M1 / 5 / 154, Lot No. 49175,
State of Selangor.
17 B-4-4, Fairville Apartment,
Jalan USJ 22/1,
Geran 52283 / M1 / 4 / 131, Lot No.49175,
State of Selangor.
18 No. 3, Jalan Tasek Lama, Taman Tasek,
This double storey terrace house
is held under individual title
Pajakan Negeri 127285, Lot 177852,
in the Mukim Hulu Kinta, Daerah Kinta,
Negeri Perak Darul Ridzuan.
140

by Oldtown Group
as at 31 March 2013
19 No. 5, Jalan Tasek Lama, Taman Tasek,

in the Mukim of Hulu Kinta,
Daerah Kinta, Negeri Perak.
20 No.7, Jalan Tasek Lama, Taman Tasek,

21 No.1, Jalan Tasek Lama, Taman Tasek,

Aproximate
Age of
Building
Tenure
(Years)
Audited
Net Book
Value
(RM)
Leasehold
of 99 years,
expiring on
22.05.2089
1 year
199,944
16.01.2012*
1539 /
1,859
Leasehold
of 99 years,
expiring on
22.05.2089
1 year
199,944
16.01.2012*
2,830 /
2,482
Leasehold
of 99 years,
expiring on
22.05.2089
1 year
256,967
28.06.2012*
Description and
Existing Use /
Number of storey
Land Area /
Built up Area
(Sq feet)
The double
storey house
which is
used for staff
accomodation,
was rented to
a construction
firm on a short
term basis
1539 /
1,859
A double
storey house
which is to be
used for staff
accomodation.
The tenancy of
the property to
a construction
firm was
terminated on
March 2013.
A double storey
house which is
vacant and to
be used for staff
accomodation
Date of
Revaluation /
*Date of
Acqusition
* Based on date of the sale and purchase agreement

Purchase of Properties Pending Completion as at 31.03.2013
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.
Two double storey shop offices known as Parcel No. 10 and 11, within Storey No: Ground & 1 of Building M1, Kuala Kangsar Road,
Ipoh Perak held under 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. (pending completion
of building by Developer)
ANNUAL REPORT 2013
Analysis of Shareholdings
141
as at 25 July 2013
Authorised Share Capital
: RM500,000,000
Issued and paid-up share capital : RM363,000,000

Class of Shares
: Ordinary shares of RM1.00 each
Voting rights
: One (1) vote per ordinary shares
ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings
No of shareholders
Shareholdings
Less than 100

100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to 18,149,999 (less than 5% of the issued shares)
18,150,000 (5% of the issued shares) and above
12
712
1,548
352
140
2
0.43
25.74
55.97
12.73
5.06
0.07
309
548,059
7,068,400
10,559,263
162,908,469
181,915,500
0.00
0.15
1.95
2.91
44.88
50.11
Total
2,766
100.00
363,000,000
100.00
SUBSTANTIAL SHAREHOLDERS
(As per the Register of Substantial Shareholders)

Name
Old Town International Sdn Bhd

Lee Siew Heng
Goh Ching Mun
Chin Lai Yoong
Mawer Investment Management Limited
Direct Interest
No of shares held
163,745,000
5,000,000
300,000
744,559
24,714,700
45.11
1.38
0.08
0.21
6.81
Indirect Interest
No of shares held

163,745,000 (1)
163,745,000 (1)
163,745,000 (1)

45.11
45.11
45.11
Notes :
Deemed interested by virtue of their shareholdings in Old Town International Sdn Bhd, pursuant to Section 6A of the Companies
Act, 1965.
(1)
DIRECTORS INTEREST IN SHARES

(As per the Register of Directors Shareholdings)

Name
Datuk Dr. Ahmed Tasir Bin Lope Pihie

Lee Siew Heng
Mark Wing Kong
Chin Lai Yoong
Chuah Seong Meng
Goh Ching Mun
Tan Say Yap
Direct Interest
No of shares held
50,000
5,000,000
50,000
0
744,559
0
100,000
300,000
372,750
0.01
1.38
0.01

0.21

0.03
0.08
0.10
Indirect Interest
No of shares held

163,745,000 (1)

163,745,000 (1)

163,745,000 (1)

45.11
45.11
45.11
Notes :
Deemed interested by virtue of their shareholdings in Old Town International Sdn Bhd, pursuant to Section 6A of the Companies
Act, 1965.
(1)
142
Analysis of Shareholdings
as at 25 July 2013
TOP THIRTY SECURITY ACCOUNT HOLDERS

(Without aggregating the securities from different securities accounts belonging to the same Depositor)

Name
No of shares held
1
2

3

4
5

6

7

8

9

10

11

12
13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

OLD TOWN INTERNATIONAL SDN BHD

155,345,000
CARTABAN NOMINEES (ASING) SDN BHD
26,570,500
EXEMPT AN FOR RBC INVESTOR SERVICES TRUST (CLIENTS ACCOUNT)
RHB NOMINEES (ASING) SDN BHD
16,377,500
NEOBALANO CARPUS LTD
OLD TOWN INTERNATIONAL SDN BHD
10,000,000
HSBC NOMINEES (ASING) SDN BHD
7,926,500
BBH AND CO BOSTON FOR MATTHEWS ASIA PACIFIC FUND
7,122,200
EXEMPT AN FOR JPMORGAN CHASE BANK , NATIONAL ASSOCIATION (NORGES BK LEND)
AMANAHRAYA TRUSTEES BERHAD
6,206,500
PUBLIC SMALLCAP FUND
DB (MALAYSIA) NOMINEE (ASING) SDN BHD
5,893,000
SSBT FUND A56A FOR ARTISAN INTERNATIONAL SMALL CAP FUND
5,600,000
EXEMPT AN FOR JPMORGAN CHASE BANK , NATIONAL ASSOCIATION (SWEDEN)
5,245,300
BBH AND CO BOSTON FOR MATTHEWS ASIA SMALL COMPANIES FUND
5,159,800
SSBT FUND 9P18 FOR THORNBURG DEVELOPING WORLD FUND
LEE SIEW HENG
5,000,000
4,115,000
SSBT FUND W4B0 FOR WASATCH INTERNATIONAL OPPORTUNITIES FUND
DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD
3,283,200
EXEMPT AN FOR KUMPULAN SENTIASA CEMERLANG SDN BHD (TSTAC /CLNT)
CITIGROUP NOMINEES (ASING) SDN BHD
3,261,100
EXEMPT AN FOR CITIBANK NA (CHARLES SCHWAB)
2,868,000
EXEMPT AN FOR THE BANK OF NEW YORK MELLON (MELLON ACCT)
HSBC NOMIEES (ASING) SDN BHD
2,618,000
FULLERTON LUX FUNDS
2,577,200
STATE STREET LUXEMBOURG FUND OD85 FOR ABN AMRO MULTI-MANAGER FUNDS
2,530,000
TNTC FOR HNC OPPORTUNITIES MASTER FUND , SPC
HONG LEONG ASSURANCE BERHAD
2,400,000
AS BENEFICIAL OWNER (UNITLINKED GF)
2,318,500
EXEMPT AN FOR JPMORGAN CHASE BANK , NATIONAL ASSOCIATION (NORGES BK)
CITIGROUP NOMINEES (TEMPATAN) SDN BHD
2,163,400
KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (KENANGA)
2,091,600
DEUTSCHE BANK AG SINGAPORE FOR REKSA DANA MANULIFE GREATER INDONESIA FUND (DB JAKARTA)
1,844,900
TNTC FOR DRIEHAUS EMERGING MARKET SMALL CAP GROWTH FUND
MACQUARIE CAPITAL SECURITIES (MALAYSIA) SDN BHD
1,589,000
CLR (100) FOR MACQUARIE BANK LIMITED (HK)
1,550,000
DZ PRIVATBANK FOR DJE -AGRAR & ERNAEHRUNG
1,531,500
TNTC FOR LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST
1,520,900
SSBT FUND A74A FOR ARTISAN GLOBAL EQUITY FUND
1,500,000
SSBT FUND W4A9 FOR WASATCH MICRO CAP VALUE FUND
1,488,700
SG NANTES FOR THE W & W SOUTH EAST ASIAN EQUITY FUND
42.79
7.32
TOTAL
81.99
297,697,300
4.51
2.75
2.18
1.96
1.71
1.62
1.54
1.44
1.42
1.38
1.13
0.90
0.90
0.79
0.72
0.71
0.70
0.66
0.64
0.60
0.58
0.51
0.44
0.43
0.42
0.42
0.41
0.41
ANNUAL REPORT 2013
Notice of
Annual General
Meeting
143
NOTICE IS HEREBY GIVEN THAT the Fifth (5th) Annual General Meeting
(AGM) of Oldtown Berhad (Oldtown or the Company) will be held at
Impiana Hotel, Ballroom 1 & 2, 18 Jalan Raja Dr Nazrin Shah, 30250 Ipoh,
Perak Darul Ridzuan on Thursday, 26 September 2013 at 10.30 a.m. to transact
the following businesses:
AGENDA
As Ordinary Business
1.
To receive the Audited Financial Statements for the financial period ended 31 March 2013 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 period ended 31 March 2013.
Ordinary
Resolution 1
3.
To approve the payment of Directors fees of RM217,250 for the financial period ended 31 March 2013.
Ordinary
Resolution 2
4.
To re-elect the following directors who retire pursuant to Article 84 of the Companys Articles of
Association:
(a) Mdm Chin Lai Yoong
(Please refer
to Explanatory
Note 2)
(b) Mr Clarence DSilva A/L Leon DSilva
Ordinary
Resolution 3
(c) Mr Tan Say Yap
Ordinary
Resolution 4
5.
To re-elect Mr Tan Chon Ing @ Tan Chong Ling who retires pursuant to Article 91 of the Companys
Articles of Association.
Ordinary
Resolution 5
6.
To re-appoint Messrs Deloitte KassimChan as Auditors of the Company for the financial year ending 31
March 2014 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:
7.
AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT,
1965
THAT subject always to the Companies Act, 1965 (the Act), the Articles of Association of the Company
and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby
empowered pursuant to Section 132D of the Act, to allot and issue shares in the capital of the Company
from time to time at such price, upon such terms and conditions, for such purposes and to such person
or persons whomsoever the Directors may in their absolute discretion deem fit provided that the
aggregate number of shares to be issued pursuant to this Resolution does not exceed ten per centum
(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.
Ordinary
Resolution 7
144
8.
Notice of
Annual General
Meeting
PROPOSED RENEWAL OF 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 Paragraph 10.09 Part E of the Main Market Listing Requirements of Bursa Securities,
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 3 September 2013, subject to the following:
(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; and
(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 period 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;
(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 a resolution passed by the shareholders in general meeting,
whichever is earlier.
AND THAT the Directors of the Company be authorised to complete and do all such acts and things as
they may consider expedient or necessary (including executing all such documents as may be required)
to give effect to the RRPT contemplated and/or authorised by this resolution.
Ordinary
Resolution 8
ANNUAL REPORT 2013
145
9.
PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR THE AUTHORITY TO THE COMPANY TO

PURCHASE ITS OWN SHARES OF UP TO TEN PER CENT (10%) OF THE ISSUED AND PAID-UP SHARE
CAPITAL (PROPOSED RENEWAL OF SBB MANDATE)
THAT subject to the Act, the Articles of Association of the Company, the Main Market Listing
Requirements of Bursa Securities and all other applicable laws, regulations and guidelines, the
Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in
the Company 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 centum (10%) of the issued and paid-up ordinary share capital of the Company
at any point in time;
(ii) the 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;
(ii) the expiration of the period within which the next AGM 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 Renewal of SBB
Mandate with full power to assent to any modifications and/or amendments as may be required by the
relevant authorities.
10. To consider any other business of which due notice shall have been given in accordance with the Act.
BY ORDER OF THE BOARD
NG YUET SEAM (MAICSA 7005639)

Company Secretary
Ipoh, Perak Darul Ridzuan
3 September 2013
Ordinary
Resolution 9
146
Notice of
Annual General
Meeting
NOTES:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than two (2) proxies to attend and vote in his/her stead at the same
meeting. A proxy may but need not be a member of the Company and Section 149(1)(a) and (b) of the Act shall not apply to the Company.
2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholdings to be
represented by each proxy. Each proxy appointed, shall represent a minimum of 100 shares held by the member.
3. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991 (SICDA), it may appoint at
least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities
account (Omnibus Account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account
it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of
subsection 25A(1) of SICDA.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation,
either under its common seal or under the hand of its attorney duly authorised.
6. The instrument appointing a proxy shall be deposited at the Registered Office of the Company at 47A, Jalan Chung Ah Ming, Pasir Puteh, 31650 Ipoh, Perak Darul
Ridzuan 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 18
September 2013. Only a depositor whose name appears on the General Meeting Record of Depositors as at 18 September 2013 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 period ended 31 March 2013 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. Item 4(a) of the Agenda Retirement of Director
In accordance with Article 84 of the Articles of Association of the Company, Mdm Chin Lai Yoong retires from office and will not be seeking for re-election. Hence,
she will remain in office until the conclusion of the 5th AGM of the Company.
3. Ordinary Resolution 7 Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
The proposed Ordinary Resolution 7 is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Companies Act, 1965.
The Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the above AGM, to allot and issue new shares of the Company up
to an amount not exceeding in total ten per centum (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. This mandate is sought to avoid incurring any costs or delay in convening a general meeting. The Directors would utilize the proceeds raised from this
mandate for working capital or such other applications they may in their absolute discretion deem fit.
During the financial period ended 31 March 2013, 33,000,000 ordinary shares of RM1.00 each were issued by way of private placement at an issue price of RM1.95
per share (Private Placement) pursuant to the mandate granted to the Directors at the last AGM held on 28 June 2013. The total proceeds of RM64,350,000 raised
from the Private Placement is mainly for working capital and capital expenditure for business expansion requirements of the Group.
4. 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 3 September 2013 circulated
together with this Annual Report.
5. Ordinary Resolution 9 Proposed Renewal of SBB Mandate
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 centum (10%) of its issued share capital at any point in time upon such terms and conditions as the Directors may deem fit in the interest
of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM of the Company. Further information on
the Proposed Renewal of SBB Mandate is set out in Section 3 of the Circular to Shareholders dated 3 September 2013 circulated together with this Annual Report.
Proxy Form
CDS Account No. of authorised nominee
FiFTH (5TH) ANNUAL GENERAL MEETING
(797771-M)
I/We
(Full name in block capitals)
NRIC No./Company No
of
(Address)
being a Member of OLDTOWN BERHAD, hereby appoint

NRIC No.
of
(Address)
or failing him/her,
NRIC No.
of
(Address)
or failing him/her, *the Chairman of the meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Fifth (5th)
Annual General Meeting of the Company, to be held at Impiana Hotel, Ballroom 1 & 2, 18 Jalan Raja Dr Nazrin Shah, 30250
Ipoh, Perak Darul Ridzuan on Thursday, 26 September 2013, at 10.30 a.m. and, at every adjournment thereof.
*My/Our proxy is to vote as indicated below:
RESOLUTIONS
FOR
AGAINST
Ordinary Resolution 1
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.
The proportions of shareholdings to be represented by *my/*our

proxies are as follows:
No. of shares
Total shares held
(* Strike out whichever is not desired)
Percentage
100%
Proxy 1
Proxy 2
Signed this
day of
2013
Signature/Common Seal of Member

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/her shareholding to be represented by each proxy. Each proxy appointed, shall
represent a minimum of 100 shares held by the member.
3. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central
Depositories) Act 1991 (SICDA), it may appoint at least one (1) proxy in respect of each securities account it
holds with ordinary shares of the Company standing to the credit of the said securities account.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one securities account (Omnibus Account), there is no limit to the
number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account
it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is
exempted from compliance with the provisions of subsection 25A(1) of SICDA.
Telephone Number of Member
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 Registered Office of
the Company at 47A, Jalan Chung Ah Ming, Pasir Puteh, 31650 Ipoh, Perak Darul
Ridzuan 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
18 September 2013. Only a depositor whose name appears on the General Meeting
Record of Depositors as at 18 September 2013 shall be entitled to attend the said
meeting or appoint proxies to attend and/or vote in his/her stead.
Then fold here
Affix RM0.80
Stamp
The Company Secretary

47A, Jalan Chung Ah Ming
Pasir Puteh
First fold here

Otwc 2013 Ar

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(797771-M)

ANNUAL REPORT 2013

Audit Committee Report

Group Managing Directors

136 List of Properties Owned

Vision and Mission

141 Analysis of Shareholdings

ANNUAL REPORT 2013

Profit Before Tax

Earnings Per Share

Financial year (in RM000)

Profit Before Tax

Profit Attributable to Owners of the Company

# Earnings Per Share (Sen)

OLDTOWN BERHAD (797771-M)

Vision and Mission Statement

We Believe That Our People Are Our Assets

We Nurture The Community

We Delight Our Consumers With Our Products

We Do Our Part in Saving Mother Earth

We Focus on Prospering Our Investors

ANNUAL REPORT 2013

Marketing and sales of

OLDTOWN BERHAD (797771-M)

Ng Yuet Seam (MAICSA 7005639)

Tricor Investor Services Sdn Bhd (118401-V)

CIMB Bank Berhad (13491-P)

No. 2, Jalan Portland, Kawasan Perindustrian Tasek

HSBC Bank Malaysia Berhad (127776-V)

ANNUAL REPORT 2013

Mark Wing Kong

Chuah Seong Meng

Mark Wing Kong

Tan Chon Ing @

Datuk Dr. Ahmed Tasir

Datuk Dr. Ahmed Tasir

Mark Wing Kong

Datuk Dr. Ahmed Tasir

Lee Siew Heng

Tan Chon Ing @

OLDTOWN BERHAD (797771-M)

White Cafe Sdn Bhd

Old Town Kopitiam Sdn Bhd

Oldtown Singapore Pte Ltd

OTK Singapore Pte Ltd

Old Town Kopitiam

Dynasty Kitchen Sdn Bhd

Old Town Kopitiam

OTK (HK) Investment Limited

ANNUAL REPORT 2013

Awards & Accolades

Ranked first in the Top 10

Best Brands Food and

Gold Award (National Growth

SME Brand Excellence

Malaysia Book of Records

Silver Award (Fast Food)

Platinum Award for

Product Excellence Award

Gold Award for The Most

Industry Excellence Award 2010

Franchisor of the Year Award

The Peoples Choice Special