This document provides an unofficial English translation of the prospectus for PT Nippon Indosari Corpindo Tbk's initial public offering in Indonesia. It summarizes key details about the company and offering, but notes that the original prospectus in Bahasa Indonesia should be referred to for a full understanding, as disclosure practices differ from other jurisdictions. The company is offering 151.85 million new shares, representing 15% of issued capital, at 1,275 rupiah per share to raise approximately 193.61 billion rupiah. It produces various types of bread from factories in Cikarang and Pasuruan, East Java. Risks include potential product contamination issues.
This document provides an unofficial English translation of the prospectus for PT Nippon Indosari Corpindo Tbk's initial public offering in Indonesia. It summarizes key details about the company and offering, but notes that the original prospectus in Bahasa Indonesia should be referred to for a full understanding, as disclosure practices differ from other jurisdictions. The company is offering 151.85 million new shares, representing 15% of issued capital, at 1,275 rupiah per share to raise approximately 193.61 billion rupiah. It produces various types of bread from factories in Cikarang and Pasuruan, East Java. Risks include potential product contamination issues.
This document provides an unofficial English translation of the prospectus for PT Nippon Indosari Corpindo Tbk's initial public offering in Indonesia. It summarizes key details about the company and offering, but notes that the original prospectus in Bahasa Indonesia should be referred to for a full understanding, as disclosure practices differ from other jurisdictions. The company is offering 151.85 million new shares, representing 15% of issued capital, at 1,275 rupiah per share to raise approximately 193.61 billion rupiah. It produces various types of bread from factories in Cikarang and Pasuruan, East Java. Risks include potential product contamination issues.
This document provides an unofficial English translation of the prospectus for PT Nippon Indosari Corpindo Tbk's initial public offering in Indonesia. It summarizes key details about the company and offering, but notes that the original prospectus in Bahasa Indonesia should be referred to for a full understanding, as disclosure practices differ from other jurisdictions. The company is offering 151.85 million new shares, representing 15% of issued capital, at 1,275 rupiah per share to raise approximately 193.61 billion rupiah. It produces various types of bread from factories in Cikarang and Pasuruan, East Java. Risks include potential product contamination issues.
This document is an unofficial English translation of the Prospectus issued by the Company in Bahasa Indonesia on the initial public
the initial public offering conducted in the
Republic of Indonesia and is provided by the Company for information purposes only. The Prospectus has been prepared in accordance with the regulatory framework and disclosure practices in the Republic of Indonesia and neither the Company nor the Lead Underwriter makes any representation or warranty as to the accuracy or the completeness of this translation of the Prospectus. Each person receiving this document acknowledges that disclosure requirements and practices in the Republic of Indonesia, as in other emerging markets, differ significantly from disclosure requirements and practices in other jurisdictions. Accordingly, each person receiving this document acknowledges that this document does not provide the level or type of disclosure that a prospective investor may require in connection with making an investment decision with regards to the Offering. In the event that a prospective investor would like to obtain more information about the Company and/or the Offering before making an investment in the Company, it would be advisable for such potential investor to read the Prospectus in Bahasa Indonesia.
Effective Date June 18, 2010 Share Distribution Date June 25, 2010 Offering Period June 22-23, 2010 Refund Date June 28, 2010 Allotment Date June 24, 2010 Listing Date at IDX June 28, 2010
BAPEPAM-LK DOES NOT APPROVE NOR DISAPPROVE THIS OFFERING, NOR DOES IT PASS JUDGMENT UPON THE ACCURACY AND COMPLETENESS OF THIS PROSPECTUS. ANY CONTRADICTING REPRESENTATION THERETO IS ILLEGAL.
PT NIPPON INDOSARI CORPINDO TBK AND THE LEAD UNDERWRITER ARE FULLY RESPONSIBLE FOR THE ACCURACY OF INFORMATION OR MATERIAL FACTS AND OBJECTIVITY OF OPINIONS INCLUDED IN THIS PROSPECTUS.
PT NIPPON INDOSARI CORPINDO Tbk Line of Business: Establish factory and produce various types of bread
Domiciled in Cikarang, Bekasi
Head Office Jababeka Industrial Estate Jl. Jababeka XII A, Block WNo. 40-41, Cikarang, Bekasi Tel: (021) 8935088, Fax: (021) 8935286, 8935473 Website: www.sariroti.com
Factories Cikarang: Jababeka Industrial Estate Jl. Jababeka XII A Block WNo. 40-41 Cikarang, Bekasi Tel: (021) 8935088 Fax: (021) 8935286, 8935473 Cikarang: Jababeka Industrial Estate Jl. Jababeka XVII B Block U No. 33 Cikarang, Bekasi Pasuruan: PIER Industrial Estate Jl. Rembang Industri Raya No. 28 Pasuruan 67152 East Java Tel: (0343) 740388 Fax: (0343) 740387
OFFERING 151,854,000 new shares or 15%of issued and paid-up capital after the Offering, each with a nominal value of Rp 100, offered to the public at an Offer Price of Rp1,275 per share, to be paid in full upon submission of the Share Subscription Form. The aggregate value of the Offering amounts to Rp193,613,850,000.
THE NUMBER OF SHARES OFFERED IS RELATIVELY LIMITED AND AS SUCH THERE IS A POSSIBILITY THAT THIS WILL AFFECT THE TRADING OF AND CAUSE THE MARKET FOR THE COMPANYS SHARES TO BE LESS LIQUID.
THE MAJOR RISK FACING THE COMPANY IS THE RISK RELATING TO PRODUCT CONTAMINATION, FROM RAW MATERIALS, DURING PRODUCTION AND AT DISTRIBUTION. THE COMPLETE BUSINESS RISKS OF THE COMPANY ARE SET OUT IN CHAPTER V OF THIS PROSPECTUS.
THE COMPANY WILL NOT ISSUE COLLECTIVE CERTIFICATES FOR THE SHARES OFFERED HEREIN. THE SHARES ARE TO BE DISTRIBUTED ELECTRONICALLY AND ADMINISTERED IN A COLLECTIVE CUSTODIAN WITH PT KUSTODIAN SENTRAL EFEK INDONESIA.
THE LISTING OF THE SHARES IS TO BE CONDUCTED ON THE INDONESIA STOCK EXCHANGE
LEAD UNDERWRITER
PT OSK NUSADANA SECURITIES INDONESIA
UNDERWRITERS PT Asia Kapitalindo Securities Tbk , PT BNI Securities, PT CIMB Securities Indonesia, PT Ciptadana Securities, PT Danasakti Securities, PT Danatama Makmur, PT Dhanawibawa Artha Cemerlang, PT Dinamika Usahajaya, PT e-Capital Securities, PT Erdikha Elit Sekuritas, PT HD Capital Tbk, PT Kresna Graha Securindo Tbk, PT Madani Securities, PT Makinta Securities, PT Mega Capital Indonesia, PT Panin Sekuritas Tbk, PT Phillip Securities Indonesia, PT Sinarmas Sekuritas, PT Sucorinvest Central Gani, PT Victoria Sekuritas, PT Yulie Sekurindo Tbk
This prospectus is issued in Jakarta on June 21, 2010 PT Nippon Indosari Corpindo Tbk (Company) has submitted a statement of registration in relation to the Offering of its Shares to the Chairman of Bapepam-LK in Jakarta under letter No. 003/IV/LL/10 on April 5, 2010, according to the requirements stipulated in the Law of the Republic of Indonesia No. 8 of 1995 regarding Capital Market, as contained in the State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No. 3608/1995 and its implementing regulations and amendments (Capital Market Law).
The Shares offered are planned to be listed on the Indonesia Stock Exchange (IDX) in accordance with the Preliminary Listing Agreement entered into between the Company and IDX on April 1, 2010. In the event that the Company cannot satisfy the listing requirements as stipulated by IDX, the Offering will be cancelled and payments for subscriptions of the Shares will be refunded to the respective subscribers.
The Company, the Lead Underwriter, the Underwriters and the capital market supporting professionals and institutions involved in this Offering will be fully responsible for the accuracy of all data and objectivity of opinions, disclosure and reports presented in this Prospectus, based on their respective areas of duty and in accordance with the prevailing laws within the Republic of Indonesia, as well as their respective code of ethics, norms and the standards of their respective professions.
In relation to the Offering, no affiliated parties will be allowed to make any disclosure and/or statements regarding any matter whatsoever not otherwise disclosed in this Prospectus, unless prior written consent has been given by the Company and the Lead Underwriter.
The Underwriters hereby expressly declare that they are not in any way affiliated with the Company, whether directly or indirectly, as defined in the Capital Market Law. Explanations on affiliation are set out in Chapter XIII on Underwriting.
This Offering has not been registered in any jurisdiction outside the Republic of Indonesia. If a party outside the jurisdiction of the Republic of Indonesia receives this Prospectus, it is not meant to serve as an offer to purchase shares, unless any such offer and subsequent purchase of shares are not in contradiction nor a violation of any of the laws and regulations prevailing in such country.
The Company has disclosed all material information that is required to be disclosed to the public and there is no other material information that is not disclosed, the absence of which would otherwise mislead the public.
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TABLE OF CONTENTS
TABLE OF CONTENTS ..................................................................................................................................................... i GLOSSARY ....................................................................................................................................................................... ii EXECUTIVE SUMMARY ................................................................................................................................................... v I. OFFERING .......................................................................................................................................................... 1 II. USE OF PROCEEDS ......................................................................................................................................... 4 III. INDEBTEDNESS ................................................................................................................................................ 5 IV. MANAGEMENT DISCUSSION AND ANALYSIS ............................................................................................... 9 V. BUSINESS RISKS ............................................................................................................................................ 18 VI. MATERIAL EVENTS SINCE THE DATE OF THE INDEPENDENT AUDITORS REPORT .......................... 21 VII. INFORMATION ABOUT THE COMPANY ....................................................................................................... 22 1. Brief history ................................................................................................................................................ 22 2. Permits and licenses ................................................................................................................................. 23 3. Shareholding evolution .............................................................................................................................. 24 4. Management and supervision ................................................................................................................... 27 5 . Human resources ...................................................................................................................................... 30 6. Brief description of corporate shareholders .............................................................................................. 32 7. Ownership, management and supervision relationship between the Company and its corporate shareholders .............................................................................................................................................. 35 8. Affiliated party transaction ......................................................................................................................... 36 9. Agreements with third parties .................................................................................................................... 36 10. Assets ........................................................................................................................................................ 38 11. Legal proceedings faced by the Company ................................................................................................ 39 12. Insurance ................................................................................................................................................... 39 VIII. BUSINESS AND PROSPECT .......................................................................................................................... 41 1. General ...................................................................................................................................................... 41 2. Operational activities ................................................................................................................................. 42 3. Prospects ................................................................................................................................................... 51 4. Strategy and Business Plan ...................................................................................................................... 53 5. Environmental management and monitoring ............................................................................................ 53 6. Research and development ...................................................................................................................... 54 7. Corporate Social Responsibility ................................................................................................................ 54 8. Good Corporate Governance .................................................................................................................... 54 IX. SUMMARY OF IMPORTANT FINANCIAL INFORMATION ............................................................................ 55 X. SHAREHOLDERS EQUITY ............................................................................................................................. 57 XI. DIVIDEND POLICY ........................................................................................................................................... 58 XII. TAXATION ........................................................................................................................................................ 59 XIII. UNDERWRITING .............................................................................................................................................. 61 XIV. CAPITAL MARKET SUPPORTING PROFESSIONALS .................................................................................. 63 XV. LEGAL OPINION .............................................................................................................................................. 65 XVI. INDEPENDENT AUDITORS REPORT AND THE COMPANYS FINANCIAL STATEMENTS ...................... 66 XVII. APPRAISAL REPORT ...................................................................................................................................... 67 XVIII. ARTICLES OF ASSOCIATION ........................................................................................................................ 68 XIX. TERMS OF SHARE SUBSCRIPTION ............................................................................................................. 89 XX. DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORMS ............................................... 93
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GLOSSARY
Affiliates : Parties referred to in Article 1 paragraph 1 of the Capital Market Law.
Allotment Date : The date when the Allotment Manager determines the allotment of the Shares, which is at the latest two Business Days from the end of the Offering Period.
Allotment Manager : The party conducting the allocation in accordance with Bapepam Regulation No. IX.A.7, Attachment to Bapepam Decree No. Kep- 45/PM/2000 dated October 27, 2000, on Responsibilities of Allotment Manager in Subscription and Allotment of Securities in a Public Offering, which in this Offering is conducted by the Lead Underwriter.
Automatic sanding : Equipment to fill cream to sandroll bread automatically.
Band slicer : Equipment to slice toast bread in accordance with the required thickness.
Bapepam : Badan Pengawas Pasar Modal, the Capital Market Supervisory Board as referred to in Article 3 paragraph (1) of the Capital Market Law.
Bapepam-LK : Badan Pengawas Pasar Modal dan Lembaga Keuangan, the Capital Market and Financial Institutions Supervisory Board in accordance with Decree of the Minister of Finance of the Republic of Indonesia No. KMK/606/KMK.01/2005 dated December 30, 2005, on the Organization and Administration of the Capital Market and Financial Institutions Supervisory Board.
BKPM : Badan Koordinasi Penanaman Modal, the Investment Coordinating Board.
BPOM RI : Badan Pengawas Obat dan Makanan Republik Indonesia, the National Agency of Drug and Food Control.
Business day : Mondays through Fridays, except for national holidays designated by the Government of the Republic of Indonesia.
Capital Market Law : Law No. 8 Tahun 1995 dated November 10, 1995, on the Capital Market, as published in the State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No. 3608, and its implementing regulations.
Company : PT Nippon Indosari Corpindo Tbk, a limited liability company incorporated based on the laws of the Republic of Indonesia and is domiciled in Cikarang, Bekasi.
Company Law : Law No. 40 of 2007 dated August 16, 2007, on Limited Liability Company, as published in the State Gazette of the Republic of Indonesia No. 106 of 2007, Supplement No. 4756, and its implementing regulations.
Depanner : Equipment to remove bread from the baking pan.
Divider : Equipment used to divide bread dough in accordance with the required weight.
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Effective : The fulfillment of all requirements for Registration Statement in accordance with Bapepam-LK Regulation No. IX.A.2.
Filler : Raw material in the form of bread filling.
Final proofing : The last stage of dough development process.
Flour Handling System : Equipment used to move and control flour usage from the flour silo to the mixer.
Government : The Government of the Republic of Indonesia.
GSM : General Shareholders Meeting (Rapat Umum Pemegang Saham) as defined in the Company Law and held in accordance with the provisions of the Companys articles of association.
IDX or the Indonesian Stock : The stock exchange as defined in Article 1 paragraph 4 of the Capital Exchange Market Law that is organized by PT Bursa Efek Indonesia, a limited liability company incorporated and operating based in the laws of the Republic of Indonesia and domiciled in South Jakarta, which is the stock exchange where the Companys shares will be listed.
KSEI : PT Kustodian Sentral Efek Indonesia (Indonesian Central Securities Depository), a limited liability company incorporated and operating under the laws of the Republic of Indonesia and domiciled in South Jakarta, whose business activities are and is licensed as securities depository and settlement institution as defined in the Capital Market Law.
Kwik Lok : Toast bread plastic packaging bag closure device with printing of, amongst others, the product expiry date.
Lead Underwriter : PT OSK Nusadana Securities Indonesia, a limited liability company which is fully responsible for the administration and implementation of the Offering in accordance with the terms and conditions of the Underwriting Agreement and is subject to the provisions of the Capital Market Law.
Mixer : Dough mixing equipment.
Moulder : Equipment used to form bread dough.
Offer Price : The price of the Shares in the Offering.
Offering : The initial public offering of the Companys Shares conducted in accordance with and under the Capital Market Law.
Offering Period : A period of at a minimum one Business Day, where the public can submit subscription for the Shares based on the procedures set out in the SSF and Chapter XIX on Terms of Share Subscription.
Overproof : Condition where the dough bread is overdeveloped.
PMA : Penanaman Modal Asing, a foreign investment company under the auspices of BKPM.
Prospectus : The prospectus issued by the Company for the Offering. iv
Registration Statement : The documents that shall be submitted to Bapepam-LK by the Company in relation to the Offering in accordance with the Capital Market Law.
Rounder : Equipment used to shape bread dough into a round form with solid and even pores.
Rp or Rupiah : The currency of the Republic of Indonesia.
Sandroll : Bread product with an oval shape.
Securities : Marketable securities, which include acknowledgement of indebtedness, commercial paper, shares, bonds, proof of indebtedness, participation unit in a Collective Investment Contract, futures contract Securities and each derivatives of Securities.
Securities company : A party conducting the activities of Underwriter, Broker and/or Investment Manager in accordance with the provisions of the Capital Market Law.
Share Registrar : A supporting professional in the Indonesian capital market as referred to Article 48 of the Capital Market Law.
Shares : Shares issued by the Company, offered and sold in this Offering in accordance with the Underwriting Agreement.
SSF or Share Subscription Form : Formulir Pemesanan Pembelian Saham, the form to be used to order or subscribe to the Shares which can be obtained from the Underwriters.
Underproof : Condition where the bread dough is underdeveloped.
Underwriters : The Lead Underwriter and other parties forming the syndicate of the Companys Underwriters based on notarial Deed of Underwriting, who shall take up all of the remaining Shares in the Offering.
Underwriting Agreement : The agreement between the Company and the Lead Underwriter in accordance with the Deed of Underwriting Agreement for the Initial Public Offering of PT Nippon Indosari Corpindo Tbk, including its amendments and/or additions and/or renewals, which contains the terms of the underwriting of the Offering.
USD : United States Dollar, the currency of the United States of America.
Water meter : Equipment to measure water and send water from the tank to the mixer. v
EXECUTIVE SUMMARY
This executive summary forms an integral part of this Prospectus and must be read in conjunction with the more detailed information in the Companys financial statements and the notes thereto which is set out in Chapter XVI of this Prospectus. All financial information of the Company is stated in Rupiah and is prepared in accordance with the accounting principles generally applicable in Indonesia.
1. Brief history
The Company was incorporated under the name PT Nippon Indosari Corporation by Deed of Establishment No. 11 dated March 8, 1995, as amended by Deed of Amendment of Articles of Association No. 274 dated April 29, 1995, both drawn up before Benny Kristianto, SH, Notary in Jakarta, which have been ratified by the Minister of Law and Human Rights (formerly Minister of Justice) pursuant to Decree No. C2-6209 HT.01.01.Th.95 dated March 18, 1995, registered in the District Court of Bekasi No 264 and 265 dated September 14, 1995, and published in the State Gazette of the Republic of Indonesia No. 94 dated November 24, 1995, Supplement No. 9729/1995.
The Companys articles of association has been amended several times and in the last amendment, in relation to the Offering, the Company amended its articles of association in compliance with articles of association for listed companies and changed the name of the Company to PT Nippon Indosari Corpindo Tbk by Deed No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010, and registered in the Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010.
Based on Article 3 of the Companys Articles of Association as set forth in the Deed of Meeting Resolution No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, the Companys purpose and objective are:
1. To conduct business activities in the bread, cakes and other foodstuff 2. To achieve the above purpose and objective, the Company may perform the following busines activities: a. Main business activities: To establish factories and produce all types of bread, including but not limited to toast bread, sandwiches and other types of cakes b. Supporting business activities: To market and sell all types of bread, including but not limited to toast bread, sandwiches and other types of cakes.
The Company is headquartered in Jababeka Industrial Estate, Jl. Jababeka XII A, Block W No. 40-41, Cikarang, Bekasi. vi
2. Financial summary
The following table summarizes the Companys financial statements for the years ending December 31, 2009, 2008, 2007, 2006 and 2005, which have been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with unqualified opinion.
Balance sheet (in millions of Rupiah) Description December 31 2009 2008 2007 2006 2005 ASSETS CURRENT ASSETS Cash and cash equivalents 57,945 52,878 8,249 9,299 6,567 Trade payables third parties 53,135 42,717 28,222 18,305 16,514 Inventories 9,075 7,280 5,225 3,237 2,733 Restricted time deposits 13,018 - - 1,758 2,028 Prepaid expenses and other current assets 4,412 1,326 1,327 5,618 1,028 Total current assets 137,585 104,200 43,023 38,217 28,870
NON-CURRENT ASSETS Fixed assets net of accumulated depreciation 204,681 201,431 123,499 113,441 116,206 Guarantee deposits 4,346 2,600 2,148 1,517 791 Claims for tax refund 43 43 689 43 43 Other non-current assets 323 339 109 119 136 Total non-current assets 209,393 204,413 126,445 115,120 117,176
TOTAL ASSETS 346,978 308,613 169,468 153,337 146,046
LIABILITIES CURRENT LIABILITIES Bank loans - - - 6,827 - Trade payables third parties 37,635 24,975 17,757 12,354 9,616 Other payables 13,108 34,423 3,676 5,806 13,480 Taxes payable 12,162 11,857 4,599 2,202 1,296 Accrued expenses 7,543 5,597 5,499 6,566 4,537 Current maturities of long-termloans: Bank loans 25,000 14,588 5,000 12,506 13,685 Other loans - - 169 458 403 Total current liabilities 95,448 91,439 36,700 46,720 43,017
NON-CURRENT LIABILITIES Customers deposits 4,420 2,979 2,436 1,851 1,209 Long-termbank loans net of current maturities 68,750 75,465 35,000 28,669 35,338 Convertible bonds - - - 22,929 22,929 Deferred tax liability net 6,590 5,195 5,049 3,956 3,153 Estimated liability for employee benefits 3,929 2,810 1,969 1,604 1,156 Total non-current liabilities 83,690 86,449 44,454 59,011 63,784
TOTAL LIABILITIES 179,138 177,888 81,154 105,731 106,802
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 346,978 308,613 169,468 153,337 146,046
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Profit and loss statement (in millions of Rupiah) Description 12 months 2009 2008 2007 2006 2005 Net sales 485,920 383,553 250,513 193,027 143,203 Cost of goods sold 263,821 222,360 145,660 111,579 83,924 Gross profit 222,099 161,193 104,853 81,448 59,280 Operating expenses: Selling 113,068 83,360 62,190 49,608 35,578 General and administrative 20,735 16,166 12,703 11,550 10,305 Total operating expenses 133,803 99,526 74,894 61,158 45,883 Income from operations 88,295 61,667 29,959 20,290 13,397 Other income (expenses) Sales of scrap 5,517 3,981 2,875 1,928 1,731 Interest income 1,328 661 170 281 252 Gain (loss) on sale of fixed assets net 51 (21) 3 96 (17) Interest expense (12,356) (5,268) (6,741) (9,562) (6,124) Gain (loss) on foreign exchange net (1,932) (414) 16 (61) 649 Others net (412) (180) (83) (124) (469) Other expenses net (7,804) (1,242) (3,760) (7,440) (3,978) Income before income tax 80,491 60,425 26,199 12,849 9,419 Income tax expense: Current 21,981 17,867 7,328 3,684 3,008 Deferred 1,396 146 1,092 804 737 Total 23,376 18,013 8,421 4,487 3,745 Net income 57,115 42,412 17,778 8,362 5,674
3. Business risks
Any industry is subject to various risks that can affect a companys operations, which also applies to the Company. In conducting its business activities, the Company faces the following business risks :
Risks relating to operational activities
(i) Product contamination in pre-production, during production and at distribution (ii) Short shelf life of the products (iii) Availability of wheat as raw material of flour (iv) Availability of energy supply (v) Risk of labor strikes (vi) Risk relating to availability of spare parts
Risks relating to market conditions and sales
(i) Foreign exchange fluctuations (ii) Competition
Risks relating to government policies and social environment
(i) Increase of regional/provincial minimum wage (ii) Economic, political and social stability (iii) Preservative and halal issues (iv) Natural disaster.
The complete description of the Companys business risks are set out in Chapter V of this Prospectus. viii
4. Initial public offering
The Company is conducting an initial public offering of 151,854,000 shares with a nominal value of Rp100 per share, at an offering price of Rp1,275 per share, which must be paid in full upon submission of SSF.
The shares offered in the Offering are new shares from shares under portfolio. These shares shall provide their holders equal and similar rights in all respects with the Companys issued and fully paid up shares, including the rights to dividend distributions.
The capital structure of the Company prior to and after the Offering will be as follows :
Description Pre-Offering Post-Offering Number of Shares Par Value (Rp) % Number of Shares Par Value (Rp) % Authorized capital 3,440,000,000 344,000,000,000 3,440,000,000 344.000.000.000 Subscribed and fully paid up capital: - Bonlight Investments Limited - Treasure East Investments Limited - Sojitz Corporation - Shikishima Baking Co. Ltd. - Public Total 344,202,400 344,202,400 86,050,600 86,050,600 - 860,506,000 34,420,240,000 34,420,240,000 8,605,060,000 8,605,060,000 - 86,050,600,000 40 40 10 10 - 100 344,202,400 344,202,400 86,050,600 86,050,600 151,854,000 1,012,360,000 34,420,240,000 34,420,240,000 8,605,060,000 8,605,060,000 15,185,400,000 101,236,000,000 34.0 34.0 8.5 8.5 15.0 100.0 Shares under portfolio 2,579,494,000 257,949,400,000 2,427,640,000 242,764,000,000
A more detailed explanation of the Offering is presented in Chapter I of this Prospectus.
5. Prospects and strategy
There are ample business opportunities in food and drinks in Indonesia. The Indonesian population, purchasing power and economic growth are significant factors in the food business. During an economic crisis the food industry can still grow. Increase of purchasing power and change of eating pattern, particularly in the cities where practical eating pattern is desired, will increase demand for bread.]
The Company implements the following strategy in its business development:
- Implementing supply chain management; - Using SAP as enterprise resources planning software; - Opening factories in other areas in Indonesia to meet the needs for quality, halal, clean and hygienic products; - Producing new products, be it bread and bread-based snacks; - Selecting appropriate distribution channels that can distribute the Companys products quickly and accurately. - Maintaining a mutually beneficial relationship with its customers; - Showing its consumer the cleanliness of the Companys production facilities and the Companys efforts to implement good manufacturing practice and sanitation; - Expanding by opening factories in locations near its consumer.
6. Dividend policy
All of the Companys issued and paid-up shares, including the Shares offered in this Offering, have the same rights and entitlements and are equal in all respects, including with respect to rights to dividend distributions.
In accordance with the prevailing laws, dividend distributions are approved by shareholders in an annual shareholders meeting based on proposal from the Board of Directors. The Companys articles of association state that dividends can only be distributed in accordance with the Companys financial capacity based on decision taken in an annual shareholders meeting. The Board of Directors may amend the dividend policy from time to time with the approval from an annual shareholders meeting.
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The Company plans to distribute cash dividends at least once a year. Without prejudice to the Companys financial condition and the right of an annual shareholders meeting to otherwise determine based on the Companys articles of association, the amount of cash dividend to be distributed is related to the Companys profits in the relevant fiscal year. The Companys management plans to propose an annual dividend distribution of a maximum of 30% of the Companys net profit in the relevant fiscal year.
7. Use of proceeds
The proceeds of the Offering, less expenses connected with the Offering, shall be used based on the following priorities :
1. Approximately 75% for development of new factories; 2. Approximately 25% for repayment of bank loans.
A more detailed explanation of the use of proceeds is presented in Chapter II of the Prospectus.
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I. OFFERING
The Company is conducting an initial public offering of 151,854,000 shares with a nominal value of Rp100 per share, at an offering price of Rp1,275 per share, which must be paid in full upon submission of SSF. The total value of the Offering is Rp193,613,850,000.
The shares offered in the Offering are new shares from shares under portfolio. These shares shall provide their holders equal and similar rights in all respects with the Companys issued and fully paid up shares, including the rights to dividend distributions.
PT NIPPON INDOSARI CORPINDO Tbk.
Line of Business: Establish factory and produce various types of bread
Domiciled in Cikarang, Bekasi
Head Office: Jababeka Industrial Estate Jl. Jababeka XII A, Block W No. 40-41, Cikarang, Bekasi Tel (021) 8935088, Fax: (021) 8935286, 8935473 Website : www.sariroti.com
Factories:
Cikarang : Jababeka Industrial Estate Jl. Jababeka XII A Block W No. 40-41 Cikarang, Bekasi Tel: (021) 8935088 Fax: (021) 8935286, 8935473 Cikarang : Jababeka Industrial Estate Jl. Jababeka XVII B Block U No. 33 Cikarang, Bekasi Pasuruan : PIER Industrial Estate Jl. Rembang Industri Raya No. 28 Pasuruan 67152 East Java Tel: (0343) 740388 Fax: (0343) 740387
THE MAJOR RISK FACING THE COMPANY IS THE RISK RELATING TO PRODUCT CONTAMINATION, FROM RAW MATERIALS, DURING PRODUCTION AND AT DISTRIBUTION. THE COMPLETE BUSINESS RISKS OF THE COMPANY ARE SET OUT IN CHAPTER V OF THIS PROSPECTUS.
The Company was incorporated under the name PT Nippon Indosari Corporation by Deed of Establishment No. 11 dated March 8, 1995, as amended by Deed of Amendment of Articles of Association No. 274 dated April 29, 1995, both drawn up before Benny Kristianto, SH, Notary in Jakarta, which have been ratified by the Minister of Law and Human Rights (formerly Minister of Justice) pursuant to Decree No. C2-6209 HT.01.01.Th.95 dated March 18, 1995, registered in the District Court of Bekasi No 264 and 265 dated September 14, 1995, and published in the State Gazette of the Republic of Indonesia No. 94 dated November 24, 1995, Supplement No. 9729/1995.
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The Deed of Establishment, which contains the Companys articles of association, have been amended by the following deeds:
1. Deed of Amendment of Articles of Association No. 23 dated July 7, 1997, drawn up before Benny Kristianto, SH, Notary in Jakarta, which has been ratified by and reported to the Minister of Law and Human Rights (formerly Minister of Justice) pursuant to Decree No. C2-8.943 HT.01.04 TH.97 dated September 2, 1997, registered in the Company Register at the Office of Company Register of the District of Bekasi under agenda No. 37/BH.10.07/X/1997 dated October 31, 1997, and published in the State Gazette of the Republic of Indonesia No. 4 dated January 13, 1998, Supplement No. 268/1998, that has been revised by the State Gazette of the Republic of Indonesia No. 11 dated February 6, 2001, Supplement No. 268a/2001. This deed approves the amendments to Articles 2, 3 and 4 of the Companys articles of association.
2. Deed of Meeting Resolution No. 5 dated July 23, 2003, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights (formerly Minister of Justice and Human Rights) pursuant to Decree No. C-19350.HT.01.04.TH.2003 dated August 14, 2003, registered in the Company Register at the Office of Company Register of the District of Bekasi under agenda No. 418/BH.10.07/X/2003 dated October 9, 2003, and published in the State Gazette of the Republic of Indonesia No. 85 dated October 24, 2003, Supplement No. 10575/2003. This deed approves the increase of the Companys authorized capital, confirmation of the Companys boards and change of the Companys name from PT Nippon Indosari Corporation to PT Nippon Indosari Corpindo. Notice of change of the name of the Company has been received and registered by BKPM pursuant to BKPM letter No. 228/B2/A6/2003 dated September 4, 2003, regarding the Change of the Name of the Company.
3. Deed of Meeting Resolution No. 3 dated June 7, 2005, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. C-19324 HT.01.04.TH.2005 dated July 13, 2005, registered in the Company Register at the Office of Company Register of the District of Bekasi No. 546/BH.10.07/XI/2005 dated September 21, 2005, and published in the State Gazette of the Republic of Indonesia No. 104 dated December 30, 2005, Supplement No. 1234/2005. This deed approves the amendments to Articles 11.3(a), 11.3(b) and 11.6(b) on the Responsibility and Authority of the Board of Directors.
4. Deed of Meeting Resolution No. 1 dated July 1, 2008, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU- 65556.AH.01.02.Tahun 2008 dated September 18, 2008, registered in the Company Register No. AHU 0087323.AH.01.09.Tahun 2008 dated September 18, 2008, and published in the State Gazette of the Republic of Indonesia No. 92, Supplement No. 23590/2008, on increase of capital and amendment to entire articles of association in accordance with Law No. 40/2007 on Limited Liability Company.
5. Deed of Meeting Resolution No. 17 dated December 30, 2009, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been reported to the Minister of Law and Human Rights by Receipt of Notice of Change of Company Data No. AHU-AH.01.10-03769 dated February 12, 2010, and registered in the Company Register No. AHU-0011453.AH.01.09.Tahun 2010 dated February 12, 2010. This deed approves the cancellation of Deed of Meeting Resolution No. 10 dated November 16, 2009, the change of the Companys Board of Directors and Board of Commissioner and the sale of shares belonging to Bonlight Investments Limited to Treasure East Investments Limited.
In relation to the Offering, the Company amended its articles of association in compliance with articles of association for listed companies and changed the name of the Company to PT Nippon Indosari Corpindo Tbk by Deed No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010, and registered in the Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010. 3
As of the date of this Prospectus, the Companys capital structure and shareholding are as follows:
Assuming all shares offered in this Offering are subscribedm the Companys proforma capital structure and shareholders shall become as follows:
Description Par value Rp100 per share No. of shares Par value (Rp) Percentage Authorized capital 3,440,000,000 344,000,000,000 Issued and paid-up capital: - Bonlight Investments Limited - Treasure East Investments Limited - Sojitz Corporation - Shikishima Baking Co. Ltd. - Public Total issued and paid-up capital 344,202,400 344,202,400 86,050,600 86,050,600 151,854,000 1,012,360,000 34,420,240,000 34,420,240,000 8,605,060,000 8,605,060,000 15,185,400,000 101,236,000,000 34.0 34.0 8.5 8.5 15.0 100.0 Shares in portfolio 2,427,640,000 242,764,000,000
Simulatenously with the listing of Shares from the Offering of 151,854,000 shares or 15% of the Companys issued and paid-up capital after the Offering, the Company shall also list all shares that have been issued prior to the Offering of 860,506,000 shares or 85% of the Companys issued and paid-up capital after the Offering. As such, the total number of the Companys shares in IDX is 1,012,360,000 shares or 100% of the issued and paid-up capital after the Offering.
The Company does not plan to issue or list other shares and/or other securities that can be converted into shares within twelve months from the Effective date of this Offering. Should the Company decide to do so in the future, the Company shall follow the provisions of the prevailing regulations.
Employee Stock Allocation (ESA)
The ESA program shall be implemented in accordance with Bapepam Regulation No. IX.A.7, Attachment to Decree of the Chairman of Bapepam No. KEP-45/PM/2000 dated October 27, 2000, on Responsibilities of Allotment Manager in Subscription and Allotment of Securities in a Public Offering, which allows up to 10% of the Shares offered to the public to be owned by employees. The Company has decided to implement the ESA program to all of the Companys employees, which shall be administered in the Offering through special orders with the following conditions:
1. The number of shares allocated is up to 15,185,500 shares; 2. Payment for shares ordered by employees shall be made in cash.
Shares offered in the ESA program shall originate from the fixed allocation portion. Should the order under the ESA program is less than 15,185,500 shares, the remaining shares shall be offered to the public. Description Par value Rp100 per share No. of shares Par value (Rp) Percentage Authorized capital 3,440,000,000 344,000,000,000 Issued and paid-up capital: Bonlight Investments Limited 344,202,400 34,420,240,000 40 Treasure East Investments Limited 344,202,400 34,420,240,000 40 Sojitz Corporation 86,050,600 8,605,060,000 10 Shikishima Baking Co., Ltd 86,050,600 8,605,060,000 10 Total issued and paid-up capital 860,506,000 86,050,600,000 100 Shares in portfolio 2,579,494,000 257,949,400,000 4
II. USE OF PROCEEDS
The proceeds of the Offering, less expenses connected with the Offering, will be used based on the following priorities:
1. Approximately 75% for development of new factories.
The Company expands its business by opening new factories to increase capacity and penetrate other regions in Indonesia. The new factories to be opened are located in Semarang and Medan. If the funds required to develop these factories are not met by the proceeds of the Offering, the Company will use bank financing to complete the expansion.
2. Approximately 25% for repayment of bank loans.
Lender: PT Bank Central Asia Tbk Outstanding: Rp65,000,000,000 Interest rate: 1% below prime rate Maturity date: July 21, 2014 Note: Terms and conditions of the loan can be seen in Chapter III on Indebtedness
In accordance with Bapepam-LKs Circular No. SE-05/BL/2006 dated September 29, 2006, on Disclosure of Expenses in a Public Offering, the total expenses incurred by the Company in the Offering is approximately 3% of the total proceeds of the Offering, consisting of:
According to Bapepams Regulation No. X.K.4, Attachment to the Decree of the Chairman of Bapepam No. Kep- 27/PM/2003 dated July 17, 2003, on Report of the Realization of the Use of Proceeds from a Public Offering, the Company shall periodically report the realization of the use of proceeds from the Offering to Bapepam-LK and shall account for the same to the Companys shareholders in a general meeting of shareholders.
Should at any time in the future the Company intend to amend its plan for the use of proceeds from the Offering, the Company shall first report such intention to Bapepam-LK by stating the grounds and considerations for such amendment and shall obtain prior approval for the amendment of the use of proceeds from the Companys shareholders in a general meeting of shareholders.
The use of proceeds of the Offering shall be implemented in accordance with the prevailing Capital Market regulations.
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III. INDEBTEDNESS
Based on the Companys financial statements for the year ending December 31, 2009, which has been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with an unqualified opinion, the Company has a total indebtedness of Rp179,138 million with the following details: (in millions of Rupiah) Description Balance as of December 31, 2009 CURRENT LIABILITIES Trade payables third parties 37,635 Other payables 13,108 Taxes payable 12,162 Accrued expenses 7,543 Current maturities of long-term loans 25,000 Total current liabilities 95,448
NON-CURRENT LIABILITIES Customers deposits 4,420 Long-term bank loans net of current maturities 68,750 Deferred tax liability net 6,590 Estimated liability for employee benefits 3,929 Total non-current liabilities 83,690 TOTAL LIABILITIES 179,138
1. Trade payables third parties
Trade payables to third parties arising from purchases of raw materials and packaging materials amounted to Rp37,635 million as of December 31, 2009.
2. Other payables
Other payables arising from transportation and distribution services, construction of a new plant and purchases of machinery and equipment amounted to Rp13,108 million as of December 31, 2009.
3. Taxes payable
Taxes payable as of December 31, 2009, amounted to Rp12,162 million, with the following details:
(in millions of Rupiah) Description Balance as of December 31, 2009 Income taxes: Article 21 233 Article 23 156 Article 25 962 Article 26 67 Article 29 10,744 Total 12,162
4. Accrued expenses
Accrued expenses as of December 31, 2009, amounted to Rp7,543 million, with the following details:
(in millions of Rupiah) Description Balance as of December 31, 2009 Promotion expenses 2,502 Transportation and distribution 1,884 Royalty fees 1,591 Electricity, gas and water 921 Others (below Rp500 million each) 646 Total 7,543 6
5. Customers deposits
Customers deposits amounted to Rp4,420 million as of December 31, 2009.
6. Bank loans
The following are details of the bank loans:
(in millions of Rupiah) Description Balance as of December 31, 2009 PT Bank Central Asia Tbk 68,750 PT Bank Resona Perdania 25,000 Total 93,750 Less: current maturities 25,000 Long-term portion 68,750
PT Bank Central Asia Tbk (BCA)
Based on notarial deed No. 40 dated July 21, 2008, of Veronica Sandra Irawaty Purnadi, SH, BCA agreed to grant investment credit facility to finance the Companys expansion in Cikarang. The facilility has a maximum amount of Rp75,000 million, a certain portion of which has been used to issue Letter of Credit. The loan was available for withdrawal until June 2009 and is payable in monthly installments from August 2009 through July 2014 and carried an interest rate ranging from 11.75% to 14% pa in 2009.
The loan is secured by land at Block U-33, Jababeka Industrial Estate, Cikarang, Bekasi, together with the manufacturing plant, machinery and equipment as well as production supporting facilities thereon with net book value amounting to Rp86,696 million as of December 31, 2009.
Under the terms of the loan agreement, the Company is required to obtain prior written approval from BCA with respect to, among others:
a. Obtaining new loan and/or acting as guarantor in whatever form and/or pledging the Companys assets while the Company is in violation of its financial covenants; b. Lending money, including but not limited to its affiliated companies, other than in the normal course of business; c. Entering into transactions with another party, including but not limited with its affiliated companies, on a non- arms length basis; d. Submitting application for bankruptcy or deferral of payments to the relevant authority (court of law); e. Making investments in or opening new businesses other than the Companys existing business activities; f. Divesting the Companys fixed assets or major assets that constitute more than 20% of the Companys equity or 10% of the Companys revenues, whichever is lower, unless in the normal course of business; g. Conducting merger, consolidation, takeover or dissolution of the Company; h. Amending the status of the Company and the articles of association on objectives of the Company and reduction of capital.
The Company is also required to maintain the following financial ratios:
1. Debt to equity ratio of not more than 2x 2. EBITDA (earnings before interest, taxes, depreciation and amortization) to interest and monthly principal repayment ratio of not less than 1.25x 3. Current ratio of not less than 1x.
As of December 31, 2009, the Company has met all the required financial ratios. In relation to the Offering, the Company has obtained approval from BCA to change the status of the Company by letter No. 10138/GBK/2010 dated February 23, 2010. There are no negative covenants that put the public shareholders at a disadvantage.
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PT Bank Resona Perdania (BRP)
On June 15, 2007, the Company obtained a loan amounting to Rp40,000 million from BRP to finance the Companys expansion. This non-revolving loan is payable in quarterly installments of Rp2,500 million starting on September 18, 2008, through June 18, 2012, and is secured by a fiduciary transfer of ownership on certain machinery and equipment of the Company with net book value amounting to Rp23,840 million as of December 31, 2009. The loan carried an interest rate ranging from 8.81% to 12.43% in 2009.
Under the terms of the loan agreement, the Company is required to obtain prior written approval from BRP with respect to, among others:
a. Obtaining new loan and/or acting as guarantor in whatever form and/or pledging the Companys assets; b. Lending money, including but not limited to its affiliated companies, other than in the normal course of business; c. Conducting consolidation, takeover, investment, dissolution or declaring bankruptcy in the Commercial Court; d. Amending the status of the Company e. Entering into transactions with another party, including but not limited with its affiliated companies or shareholders, on a non-arms length basis.
As of December 31, 2009, the Company has met all the loan requirements. In relation to the Offering, the Company has obtained approval from BRP to amend the terms of loan by letter No. 29/CRD/II/2010 dated February 11, 2010. There are no negative covenants that put the public shareholders at a disadvantage.
7. Deferred tax liability net
The following are details of the deferred tax liability of Rp6,590 million as of December 31, 2009:
(in millions of Rupiah) Description Balance as of December 31, 2009 Deferred tax asset Estimated liability for employee benefits (982) Deferred tax liability Fixed assets 7,573 Total 6,590
8. Estimated liability for employee benefits
The following are details of the deferred tax liability of Rp3,929 million as of December 31, 2009:
(in millions of Rupiah) Description Balance as of December 31, 2009 Present value of defined benefit obligation 5,848 Unamortized balance of the non-vested past service costs (454) Net cumulative unrecognized actuarial loss (1,466) Total 3,929
The components of the net defined benefit costs recognized in the profit and loss statement and the amount of defined benefits in the balance sheet has been calculated by independent actuaries PT Bumi Dharma Aktuaria with projected-unit-credit method in its report dated January 12, 2010, based on the following principal assumptions:
Normal retirement age: 55 years 2009 discount rate: 10.5% pa Salary increment rate: 8% pa Mortality rate: CSO 80.
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As of the date of this Prospectus, the Company has no overdue liabilities.
The Companys management hereby states that as of December 31, 2009, the Company has no other liabilities and commitments other than what has been disclosed in this Prospectus and in the Companys consolidated financial statements as attached to this Prospectus.
Between December 31, 2009, and the date of the independent auditors report and between the date of the independent auditors report and the effective date of the Registration Statement, the Company has no material new liabilities, other than trade payables and other liabilities arising out of the normal course of the business.
The Companys management believes that it will be able to meet all its liabilities in accordance with their terms.
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IV. MANAGEMENT DISCUSSION AND ANALYSIS
The following discussion and analysis of the Companys financial condition and results of the operations should be read in conjunction with the Companys audited financial statements and the notes thereto as set out in Chapter XVI of this Prospectus on Independent Auditors Report and the Companys Financial Statements. The Companys financial statements for the years ending December 31, 2009, 2008 and 2007, have been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with unqualified opinions.
1. Overview
The Company was incorporated in 1995 and is currently headquartered in Jababeka Industrial Estate, Cikarang, Bekasi. It is a company engaged in the business of bread, cake and other food manufacturing. The Company carries out its business activities by establishing bread factory, producing, marketing and selling toast bread and other types of bread.
At its incorporation, the Company had two production lines, one for production of toast bread and one for production of sweet bread. In 2001, in line with the growth of sales, the Company doubled its production capacity by adding two production lines namely for toast bread and sweet bread.
In November 2005, the Company opened its second factory in Pasuruan, East Java, by installing two production lines. Production output of this factory is marketed in East Java, Central Java and Bali. In 2009, the Company added one production line of sweet bread in Pasuruan.
In December 2008, the Company opened its third factory with two production lines in Block U, Jababeka Industrial Estate, Cikarang, Bekasi, West Java, one for production of toast bread and one for production of sweet bread. In addition, the Company built an auditorium in Block U factory for consumer visit so they can directly view the Companys production process that incorporates hygienic and halal (prepared in the manner prescribed by Islamic law) methods.
2. Financials
The following table shows the Companys financial position based on the financial statements for the years ending December 31, 2009, 2008 and 2007, that have been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with unqualified opinions.
Balance sheet
(in millions of Rupiah) Description December 31 2009 2008 2007 Assets Current assets 137,585
104,200
43,023 Non-current assets 209,393 204,413 126,445 Total assets 346,978 308,613 169,468 Liabilities and shareholders equity Current liabilities 95,448
91,439
36,700 Non-current liabilities 83,690 86,449 44,454 Total liabilities 179,138 177,888 81,154 Total shareholders equity 167,840 130,725 88,313 Total liabilities and shareholders equity 346,978 308,613 169,468
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Statements of income (in millions of Rupiah) Description 12 months 2009 2008 2007 Net sales Cost of goods sold Gross profit Operating expenses Income from operations Other expenses net Income before income tax Income tax expense Net income 485,920 263,821 222,099 133,803 88,295 (7,804) 80,491 23,376 57,115 383,553 222,360 161,193 99,526 61,667 (1,242) 60,425 18,013 42,412 250,513 145,660 104,853 74,894 29,959 (3,760) 26,199 8,421 17,778
2.1. Sales, costs and profit
The following chart shows the Companys sales and profits over the years:
Sales and Profits For the 12-month periods ending December 31, 2007, 2008 and 2009 (in millions of Rupiah) 250,513 383,553 485,920 104,853 161,193 222,099 29,959 61,667 88,295 17,778 42,412 57,115 2007 2008 2009 Sales Gross Profit Operating Profit Net Income
2.1.1. Net sales
The following is the breakdown of the Companys net sales based on products:
(in millions of Rupiah) Description 12 months 2009 2008 2007 Sweet bread - Sari Roti 287,326 210,063 129,633 Toast bread - Sari Roti 230,932 193,725 133,097 Sweet bread - Boti 8,527 10,291 9,888 Toast bread - Boti 4,965 5,019 4,387 Sari Cake 2,614 2,726 - Others 1,863 673 427 Gross sales 536,227 422,496 277,432 Sales returns (50,307) (38,943) (26,919) Net sales 485,920 383,553 250,513
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Sales comparison for the years 2009 and 2008
The Companys gross sales for 2009 was Rp536,227 million, of which 53.6% came from Sari Roti sweet bread and 43.1% came from Sari Roti toast bread.
Gross sales increased by 26.9% in 2009 from Rp422,496 million in 2008 due to the increase in sales volume as a result of the Companys promotional activities.
Net sales for 2009 was Rp485,920 million, a 26.7% increase from Rp383,553 million in 2008. Sales returns for 2009 was Rp50,307 million or 9.4% from gross sales, similar to the 2008 level of 9.2% or Rp38,943 million. The Company has been able to maintain the balance between production volume and market demand such that the rate of product returns have been stable.
Sales comparison for the years 2008 and 2007
The Companys gross sales for 2008 was Rp422,496 million, of which Sari Roti sweet bread contributed 49.7% or Rp210,063 million and Sari Roti toast bread contributed 45.9% or Rp193,725 million.
Gross sales for 2008 increased 52.3% from Rp277,432 million in 2007 as a result of the Companys decision to increase selling price due to the increase of raw material prices.
The Companys net sales for 2008 was Rp383,553 million, a 53.1% increase from Rp250,513 million in 2007. While the nominal amount of sales returns increased by 44.7% in 2008 to Rp38,493 million from Rp26,919 million in 2007, the ratio of sales returns to gross sales actually decreased from 9.7% in 2007 to 9.2% in 2008, resulting in a higher rate of growth in net sales compared to the rate of growth of gross sales.
2.1.2. Cost of goods sold
The following is the breakdown of the Companys cost of goods sold:
(in millions of Rupiah) Description 12 months 2009 2008 2007 Raw materials and packaging materials 201,686 176,632 110,517 Direct labor 11,162 9,090 6,688 Manufacturing overhead: Depreciation 13,663 8,276 7,690 Utilities 11,190 8,157 6,366 Professional fees 8,247 6,453 4,603 Repairs and maintenance 7,124 4,804 4,815 Royalty fees 6,317 4,986 3,257 Others 4,483 4,113 1,841 Total manufacturing overhead 51,024 36,788 28,572 Total manufacturing costs 263,872 222,510 145,776 Finished goods inventory: Balance, beginning of year 444 294 177 Balance, end of year (494) (444) (294) Cost of goods sold 263,821 222,360 145,660
Cost of goods sold comparison for the years 2009 and 2008
Cost of goods sold for 2009 was Rp263,821 million, an 18.6% increase from Rp222,360 million in 2008, which came as a result of the increase of raw material prices and volume of raw material purchase as demand for the Companys products increased.
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The biggest contributor to cost of goods sold are raw materials and packaging materials, which constituted 76.4% of cost of goods sold or Rp201,686 million. This represented an increase of 14.2% from Rp 176,632 million in 2008.
Cost of goods sold comparison for the years 2008 and 2007
Cost of goods sold for 2008 was Rp222,360 million with raw materials and packaging materials representing the largest contributor of 79.4% or Rp176,632 million.
Total cost of goods sold experienced a significant increase in 2008 by 56.2% from Rp145,660 million in 2007 as a result of raw materials and packaging materials cost increase from Rp110,517 million to Rp176,632 million or by 59.8% due to the limited supply of raw materials in 2008. In addition, direct labor also increased quite significantly by 35.9% from Rp6,688 million in 2007 to Rp9,090 million in 2008 due to the significant increase of the regional minimum wage in 2008 in accordance with the inflation rate.
2.1.3. Gross profit
Gross profit comparison for the years 2009 and 2008
Gross profit for 2009 was Rp222,099 million, a 37.8% increase from Rp161,193 million in 2008. This came as a result of a 26.7% growth in net sales, which is higher than the increase in cost of goods sold of 18.6%, improving gross margin from 42.0% in 2008 to 45.7% in 2009.
Gross profit comparison for the years 2008 and 2007
Gross profit for 2008 was Rp161,193 million, a 53.7% increase from Rp104,853 million in 2007. This came as a result of a 53.1% growth in net sales, which is higher than the increase of cost of goods sold of 52.6%, improving gross margin slightly from 41.9% in 2007 to 42.0% in 2008.
2.1.4. Operating expenses and operating profit
The following is the breakdown of the Companys operating expenses:
(in millions of Rupiah) Description 12 months 2009 2008 2007 Selling expenses 113,068 83,360 62,190 General and administrative expenses 20,735 16,166 12,703 Total operating expenses 133,803 99,526 74,894 Operating profit 88,295 61,667 29,959
Operating expenses and operating profit comparison for the years 2009 and 2008
Operating expenses for 2009 was Rp133,803 million, of which the biggest contributor was selling expenses of Rp113,068 million or 84.5% of total operating expenses.
In 2009 operating expenses increased by 34.4% from Rp99,526 million in 2008, as a result of the increase in advertising and promotion expenses by 57.8% from Rp24,933 million in 2008 to Rp39,337 million in 2009. General and administrative expenses increased by 28.3% from Rp16,166 million in 2008 to Rp20,735 million in 2009, driven by the increase of salaries and benefits by 35.7% from Rp8,581 million in 2008 to Rp11,645 million in 2009.
Operating profit for 2009 was Rp88,295 million or a 43.2% increase from Rp61,667 million in 2008 as a result of the sales growth of the Company. Operating margin improved to 18.2% in 2009 from 16.1% in 2008.
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Operating expenses and operating profit comparison for the years 2008 and 2007
Operating expenses for 2008 was Rp99,526 million, of which the biggest contributor was selling expenses of Rp83,360 million or 83.8% from total operating expenses.
In 2008 operating expenses increased by 32.9% from Rp74,894 million in 2007, as a result of the increase in selling expenses, particularly from expired products inventory expenses by 56.5% from Rp13,615 million in 2007 to Rp21,304 million in 2008 due to raw material price increase that affected the cost of goods sold for expired products. The increase of selling expenses was also driven by the increase of advertising and promotion expenses by 37.9% from Rp18,074 million in 2007 to Rp24,933 million in 2008.
Operating profit for 2008 was Rp61,667 million, a 105.8% increase from Rp29,959 million in 2007 due to the significant sales growth that was higher than the increase in expenses. Operating margin was 16.1% in 2008, an improvement from 12.0% in 2007.
2.1.5. Net profit
Net profit comparison for the years 2009 and 2008
Net profit for 2009 was Rp57,115 million, a 34.7% increase from Rp42,412 million in 2008. Net margin in 2009 was 11.8%, an improvement from 11.1% in 2008.
Other expenses increased by 528.3% in 2009 from Rp1,242 million in 2008 to Rp7,804 million, due to the significant increase of interest expense by 134.5% from Rp5,268 million in 2008 to Rp12,356 million in 2009, even though the Company had an increase in sales from expired products by 38.6% to Rp5,517 million from Rp3,981 million, which came as a result of the increase in sales returns.
The increase in net profit was attributable to the sales growth that is not accompanied by the same rate of growth in expenses, therefore net margin also improved.
Net profit comparison for the years 2008 and 2007
Net profit for 2008 was Rp42,412 million, a 138.6% from Rp17,778 million in 2007. Net margin improved to 11.1% in 2008 from 7.1% in 2007.
Other expenses decreased by 67.0% from Rp3,760 million in 2007 to Rp1,242 million in 2008, as a result of the increase in sales of expired products by 38.5% from Rp2,875 million in 2007 to Rp3,981 million in 2008 due to the increase in the volume of expired products. In addition, interest expense declined by 21.9% from Rp6,741 million in 2007 to Rp5,268 million in 2008.
The increase of net profit was mainly attributed to the increase of sales. The increase in expenses was not as high as the increase of sales, therefore net profit experienced a significant increase that resulted in a higher net margin. 14
2.2. Assets, liabilities and equity
The following chart shows the Companys assets, liabilities and equity over the years:
Assets, Liabilities and Equity As of December 31, 2007, 2008 and 2009 (in millions of Rupiah) 169,468 308,613 346,978 81,154 177,888 179,138 88,313 130,725 167,840 2007 2008 2009 Assets Liabilities Equity
2.2.1. Assets
The following are the details of the Companys assets:
(in millions of Rupiah) Description December 31 2009 2008 2007 Current assets : Cash and cash equivalents 57,945 52,878 8,249 Trade receivables third parties 53,135 42,717 28,222 Inventories 9,075 7,280 5,225 Restricted time deposits 13,018 - - Prepaid expenses and other current assets 4,412 1,326 1,327 Total current assets 137,585 104,200 43,023 Non-current assets: Fixed assets net of accumulated depreciation 204,681 201,431 123,499 Guarantee deposits 4,346 2,600 2,148 Claims for tax refund 43 43 689 Other non-current assets 323 339 109 Total non-current assets 209,393 204,413 126,445 Total assets 346,978 308,613 169,468
Assets comparison as of December 31, 2009, and December 31, 2008
Total assets as of December 31, 2009, was Rp346,978 million, a 12.4% increase from Rp308,613 million as of December 31, 2008, which came as a result of the increase of trade receivables due to the higher sales. In addition, the Company opened a restricted time deposit for the purpose of letter of credit opening in 2009.
The Company placed an order for oven and top sealer equipment from Sanko Machinery Co. Ltd. and Daisey Machinery Co. Ltd., Japan, with total order of JPY137.75 million. The Company placed a time deposit in BCA for the purpose of issuance of letter of credit by Sumitomo Mitsui Banking Corporation and Mizuho Bank Ltd. for the purchase of the equipment.
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Assets comparison as of December 31, 2008, and December 31, 2007
Total assets as of December 31, 2008, was Rp308,613 million, an 82.1% increase from Rp169,468 million as of December 31, 2007, which came as a result of a significant increase in cash and cash equivalents as well as increases in trade receivables and fixed assets. The increase of cash and cash equivalents was due to a new long- term loan and the increase of cash receipts from buyers as the Companys sales increased. The Company made capital expenditure in 2008 for the construction of Block U factory in Jababeka Industrial Estate, Cikarang, and the purchase of the machinery and equipment for the factory.
2.2.2. Liabilities
The following are the details of the Companys liabilities:
(in millions of Rupiah) Description December 31 2009 2008 2007 Current liabilities: Trade payables third parties 37,635 24,975 17,757 Other payables 13,108 34,423 3,676 Taxes payable 12,162 11,857 4,599 Accrued expenses 7,543 5,597 5,499 Current maturities of long-term loans: Bank loans 25,000 14,588 5,000 Other loans - - 169 Total current liabilities 95,448 91,439 36,700 Non-current liabilities: Customers deposits 4,420 2,979 2,436 Long-term bank loans net of current maturities 68,750 75,465 35,000 Deferred tax liability net 6,590 5,195 5,049 Estimated liability for employee benefits 3,929 2,810 1,969 Total non-current liabilities 83,690 86,449 44,454 Total liabilities 179,138 177,888 81,154
Liabilities comparison as of December 31, 2009, and December 31, 2008
Total liabilities as of December 31, 2009, were Rp179,138 million, a slight increase of 0.7% from Rp177,888 million as of December 31, 2008. Even though trade payables increased quite significantly in 2009 by 50.7% from Rp24,975 million in 2008 to Rp37,635 million in 2009 as a result of the higher operational activities, other payables decreased significantly by 61.9% from Rp34,423 million to Rp13,108 million due to the payables relating to the Block U factory construction and equipment purchase in 2008 that were recorded as other payables.
Liabilities comparison as of December 31, 2008, and December 31, 2007
Total liabilities as of December 31, 2008, were Rp177,888 million, a 119.2% from Rp81,154 million as of December 31, 2007, due to the 125.1% increase of bank loans from Rp40,000 million to Rp90,053 million. The loan was used to acquire fixed assets relating to the construction of Block U factory in the Jababeka Industrial Estate, Cikarang, Bekasi, and by the same token, other payables consisting of payables arising from the construction of the new factory and the acquisition of machinery and equipment increased.
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2.2.3. Equity
The following are the details of the Companys equity account:
(in millions of Rupiah) Description December 31 2009 2008 2007 Issued and paid-up capital 86,051 86,051 17,349 Additional paid-in capital 350 350 30,123 Advances for future stock subscription - - 38,928 Retained earnings 81,440 44,325 1,913 Total equity 167,840 130,725 88,313
Equity comparison as of December 31, 2009, and December 31, 2008
Total equity as of December 31, 2009, was Rp167,840 million, a 28.4% increase from Rp130,725 million, which came as a result of an 83.7% increase of retained earnings from Rp44,325 million in 2008 to Rp81,440 million in 2009.
Equity comparison as of December 31, 2008, and December 31, 2007
Total equity as of December 31, 2008, was Rp130,725 million, a 48.0% increase from Rp88,313 million, which came as a result of a significant increase in retained earnings by 2,217.0% due to the additional capital from conversion of convertible bond and advances for future stock subscription and additional paid-up capital that increased total paid- up capital of the Company to Rp86,051 million.
2.3. Solvency and profitability
2.3.1. Solvency
Solvency is the ability to meet all obligations using all assets or equity. Solvency is measured by comparing total liabilities to total equity (equity solvency ratio) and total liabilities to total assets (asset solvency ratio). The Companys equity solvency ratios as of December 31, 2009, 2008 and 2007 were 1.07x, 1.36x and 0.92x, respectively, while asset solvency ratios as of December 31, 2009, 2008 and 2007 were 0.52x, 0.58x and 0.48x, respectively.
2.3.2. Profitability
Profitability is measured, amongst others, by net margin, return on average assets and return on average equity. These ratios show the Companys ability to generate profit during a certain period of time: - Net margin is the ratio of net profit to revenues - Return on average assets is the ratio of asset turnover in generating profit - Return on average equity is the ratio of net profit to average equity.
Description 12 months 2009 2008 2007 Net margin 11.8% 11.1% 7.1% Return on average assets 17.4% 17.7% 11.0% Return on average equity 38.3% 38.7% 26.2%
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2.4. Liquidity
The Companys liquidity is reflected in cash flows as detailed in the following table:
(in millions of Rupiah) Description 12 months 2009 2008 2007 Net cash provided by operating activities 56,084 83,854 20,416 Net cash used in investing activities (32,782) (88,694) (13,190) Net cash provided by (used in) financing activities (16,302) 49,883 (8,292) Net increase (decrease) in cash and cash equivalents 5,068 44,629 (1,050) Cash and cash equivalents at beginning of year 52,878 8,249 9,299 Cash and cash equivalents at end of year 57,945 52,878 8,249
3. Risk management
In facing the risks described in Chapter V Business Risks, the Company applies the following risk management policies:
- The Company continues to find suppliers for all types of raw materials. The Research and Development division conducts quality tests with the objective of having an alternative supply should there be a delivery disruption from the main suppliers while ensuring that the product quality is maintained. - The Company anticipates risk of competition by continuously increasing brand awareness for the Companys products so that they continue to be demanded by the consumer. In addition, the Company continues to upgrade the quality of its products and create new products that meet the consumer taste. - To reduce the risk of foreign exchange fluctuations relating to the purchase of machinery, the Company sets aside reserves in the currency needed for this purpose. - Should there be a shortage in energy supply, the Company uses a modified oven with burner that can use liquified petroleum gas (LPG). In addition, the Company has power generator facilities for temporary electricty outages. - The Company recognizes that labor is a key component to the Companys success, therefore the Company continues to attend to its employees needs. The Company has met all relevant Government labor regulations and provides sufficient facilities to its employees to minimize the risk of labor strikes. - The Companys Research and Development division continues to find alternative equipment from other suppliers to minimize dependency to the current machinery supplier. - The Company conducts quality control in each step of its production process to minimize contamination risks. The quality contol process is described in Chapter VIII on Business and Prospect. - To address issues relating to the Companys products, the Company provides explanations to the public through the media and invites consumer who wants to understand the Companys production process by providing an auditorium where consumer can see the Companys profile and production process. If needed, groups of consumer can visit the Companys factory and directly view the Companys production process.
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V. BUSINESS RISKS
Investment in the Shares contain significant risks. Prior to investing in the Shares, prospective investors should be aware the the Company, and therefore its business activities, are subject to the laws, regulations and investment climate in Indonesia. The Companys business is affected by a number of factors, some of them are outside the control of the Company. Prior to making investment decision, prospective investors shall review the following risks and shall make its own investment analysis. Other risks that are currently unknown to the Company or that are considered immaterial by the Company may have an impact on the Companys business activities. The following risks have been presented in accordance with its potential impacts on the Companys performance based on the Companys judgment. The Company has disclosed all material risks relating to its business.
Risks relating to operational activities
(i) Product contamination in pre-production, during production and at distribution
The Company faces the risks of product contamination from the raw material stage, during production process and at distribution to the outlets and end consumer. Product contamination will result in the loss of consumer trust in the Company and in turn in the decline of the Companys sales.
(ii) Short shelf life of the products
As the Companys products are products with limited shelf life, delay in the collection of expired products will result in the display in the shelves of products that are stale and not consumable, that will result in loss of consumer trust in the Company and in turn in the decline of the Companys sales.
(iii) Availability of wheat as raw material of flour
The Company uses flour which is processed from wheat that is imported and purchased based on international market price. As an agricultural product, wheat is produced seasonally and may not always be available. In addition, should there be a fluctuation in world demand, wheat availability may be limited. If there is a shortage that results in the Companys suppliers not being able to produce flour, the Company would not be able to conduct its operational activities.
Shortage of wheat in the international market will also result in the increase of flour price that may not be able to be passed on to the Companys selling price due to the sensitivity of demand for the products to price. Therefore a significant increase in wheat price would result in the increase of the Companys raw material cost and in turn the decline in the Companys profitability.
(iv) Availability of energy supply
One of the essential raw materials for the Companys production is energy. Currently the Company utilizes liquefied natural gas and electricity as source of energy, which are supplied by the industrial estates where the Companys factories are located. Shortage of energy supply will result in disruption in the Companys production and in lower production output, which in turn will impact the Companys sales.
(v) Risk of labor strikes
Labor is an essential asset of the Company as the Companys operational activities are dependent on labor productivity. Even though the Companys management maintains a good relationship with its labor force, there is no guarantee that there will be no labor strikes in the future. Should there be a strike, the Companys operational activities will be disrupted and in turn will impact the Companys profitability.
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(vi) Risk relating to availability of spare parts
The Company uses equipment produced by certain suppliers that own the technology and patent rights over their products. The Company needs to purchase spare parts from the equipment suppliers to replace broken or old spare parts. If the spare parts are not available, be it due to outdated technology or due to discontinued equipment, the Company would have to purchase them from other equipment suppliers with specifications that may not be the same as what is required. The possibility of difficulty in obtaining spare parts could increase repair and maintenance costs that will in turn impact the Companys profitability.
Risks relating to market conditions and sales
(i) Foreign exchange fluctuations
Some of the Companys main raw materials are influenced, directly and indirectly, by foreign exchange fluctuations, such as flour, sugar and yeast. In addition, spare parts for machinery and packaging materials are also dependent on the Rupiah exchange rate to foreign currencies. On the other hand, the Companys sales are denominated in Rupiah.
A significant change in the Rupiah exchange rate against foreign currencies may result in the increase of prices of certain raw materials, packaging materials and spare parts, which may not be accompanied by the increase of the Companys selling price and therefore has a negative impact on the Companys profitability.
(ii) Competition
The Companys products that are sold through retailers accounted for more than 50% of the Companys sales in 2009. With the trend of retailers producing and selling its own bread under its own brand, the Company faces the risk of competition from the retailers as they try to maximize the sale of their own products.
In addition, the Company faces competition from boutique bakeries and home industry that even though are of smaller scale but are numerous with their own target consumer.
Risks relating to government policies and social environment
(i) Increase of regional/provincial minimum wage
An increase in the regional/provincial minimum wage that is higher than inflation rate will affect the Companys production costs. The contribution of direct labor to production costs for the year ending December 31, 2009, was approximately 5% as the Company still relies in labor in its production process. The Company has tried to pass on the increase in the regional/provincial minimum wage to the Companys selling price. However, if the regional minimum wage increased significantly and is not properly managed, the Companys production costs will also increase significantly.
(ii) Economic, political and social stability
Indonesias economic, political and social conditions have an influence on the Companys operating activities. Economic, political and social instability may result in labor or mass riots that are outside the control of the Company. In addition, these may impact the purchasing power of the Companys consumer that in turn will result in the decline of the Companys sales. Economic, political and social instability will negatively impact the Companys operations, performance and business prospects.
(iii) Preservative and halal issues
As the Companys products have a shelf life of more than one day, the Company faces the risks of issues on the use of preservatives to make the Companys products last for a few days. These issues will paint a negative picture on the Companys raw materials and production process. In addition, issues could also develop over the halal status of 20
the Companys products. Should these issues arise, there is a possibility that demand for the Companys products becomes lower and in turn results in the decline of the Companys sales.
(iv) Natural disaster
The Companys factories are located in Indonesia and distribution of the Companys products is directed to the Indonesian market. Indonesia is a country that is susceptible to natural disasters such as earthquake, volcano eruption, floods and others. Should there be a natural disaster in Indonesia, the Companys production process will be disrupted. In addition, there will be disruptions in the delivery of raw materials by suppliers and in the distribution of the Companys products to retailers or to stock points. Transportation problems due to natural disasters that disrupt distribution of the Companys products will result in a shorter shelf life where the products will have to be immediately sold and consumed. 21
VI. MATERIAL EVENTS SINCE THE DATE OF THE INDEPENDENT AUDITORS REPORT
There are no material events since May 3, 2010, the date of the independent auditors report for the Companys financial statements for the year ending December 31, 2009, that has been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with an unqualified opinion, that would require disclosure in this Prospectus.
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VII. INFORMATION ABOUT THE COMPANY
1. Brief history
The Company was incorporated under the name PT Nippon Indosari Corporation by Deed of Establishment No. 11 dated March 8, 1995, as amended by Deed of Amendment of Articles of Association No. 274 dated April 29, 1995, both drawn up before Benny Kristianto, SH, Notary in Jakarta, which have been ratified by the Minister of Law and Human Rights (formerly Minister of Justice) pursuant to Decree No. C2-6209 HT.01.01.Th.95 dated March 18, 1995, registered in the District Court of Bekasi No 264 and 265 dated September 14, 1995, and published in the State Gazette of the Republic of Indonesia No. 94 dated November 24, 1995, Supplement No. 9729/1995.
The Deed of Establishment, which contains the Companys articles of association, have been amended by the following deeds:
1. Deed of Amendment of Articles of Association No. 23 dated July 7, 1997, drawn up before Benny Kristianto, SH, Notary in Jakarta, which has been ratified by and reported to the Minister of Law and Human Rights (formerly Minister of Justice) pursuant to Decree No. C2-8.943 HT.01.04 TH.97 dated September 2, 1997, registered in the Company Register at the Office of Company Register of the District of Bekasi under agenda No. 37/BH.10.07/X/1997 dated October 31, 1997, and published in the State Gazette of the Republic of Indonesia No. 4 dated January 13, 1998, Supplement No. 268/1998, that has been revised by the State Gazette No. 11 dated February 6, 2001, Supplement No. 268a/2001. This deed approves the amendments to Articles 2, 3 and 4 of the Companys articles of association.
2. Deed of Meeting Resolution No. 5 dated July 23, 2003, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights (formerly Minister of Justice and Human Rights) pursuant to Decree No. C-19350.HT.01.04.TH.2003 dated August 14, 2003, registered in the Company Register at the Office of Company Register of the District of Bekasi under agenda No. 418/BH.10.07/X/2003 dated October 9, 2003, and published in the State Gazette of the Republic of Indonesia No. 85 dated October 24, 2003, Supplement No. 10575/2003. This deed approves the increase of the Companys authorized capital, confirmation of the Companys boards and change of the Companys name from PT Nippon Indosari Corporation to PT Nippon Indosari Corpindo. Notice of change of the name of the Company has been received and registered by BKPM pursuant to BKPM letter No. 228/B2/A6/2003 dated September 4, 2003, regarding the Change of the Name of the Company.
3. Deed of Meeting Resolution No. 3 dated June 7, 2005, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. C-19324 HT.01.04.TH.2005 dated July 13, 2005, registered in the Company Register at the Office of Company Register of the District of Bekasi No. 546/BH.10.07/XI/2005 dated September 21, 2005, and published in the State Gazette of the Republic of Indonesia No. 104 dated December 30, 2005, Supplement No. 1234/2005. This deed approves the amendments to Articles 11.3(a), 11.3(b) and 11.6(b) on the Responsibility and Authority of the Board of Directors.
4. Deed of Meeting Resolution No. 1 dated July 1, 2008, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU- 65556.AH.01.02.Tahun 2008 dated September 18, 2008, registered in the Company Register No. AHU 0087323.AH.01.09.Tahun 2008 dated September 18, 2008, and published in the State Gazette of the Republic of Indonesia No. 92, Supplement No. 23590/2008, on increase of capital and amendment to entire articles of association in accordance with Law No. 40/2007 on Limited Liability Company.
5. Deed of Meeting Resolution No. 17 dated December 30, 2009, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, which has been reported to the Minister of Law and Human Rights by Receipt of Notice of Change of Company Data No. AHU-AH.01.10-03769 dated February 12, 2010, and registered in the Company Register No. AHU-0011453.AH.01.09.Tahun 2010 dated February 12, 2010. This deed approves the cancellation of Deed of Meeting Resolution No. 10 dated November 16, 2009, the change of the Companys Board of Directors and Board of Commissioner and the sale of shares belonging to Bonlight Investments Limited to Treasure East Investments Limited. 23
In relation to the Offering, the Company amended its articles of association in compliance with articles of association for listed companies and changed the name of the Company to PT Nippon Indosari Corpindo Tbk by Deed No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010, and registered in the Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010.
Based on Article 3 of the Companys Articles of Association as set forth in the Deed of Meeting Resolution No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, the Companys purpose and objective are:
1. To conduct business activities in the bread, cakes and other foodstuff 2. To achieve the above purpose and objective, the Company may perform the following busines activities: a. Main business activities: To establish factories and produce all types of bread, including but not limited to toast bread, sandwiches and other types of cakes b. Supporting business activities: To market and sell all types of bread, including but not limited to toast bread, sandwiches and other types of cakes.
The Company is headquartered in Jababeka Industrial Estate, Jl. Jababeka XII A, Block W No. 40-41, Cikarang, Bekasi.
2. Permits and licenses
The following are the list of the Companys permits and licenses in operating its business:
No. Document Permit/License No. Date From 1 Import duty reduction for machinery 2485/KM.4/2008 October 27, 2008 Minister of Finance 2 Notice of the approval of the President for the foreign investment facilities 687/III/PMA/1997 May 30, 1997 BKPM 3 Change of shareholding (Model III.A) 687/III/PMA/1997 May 30, 1997 BKPM 4 Change of Limited Importer Identification Number No. 410/APIT/PMA/1995 dated September 6, 1995, in conjunction with latest amendment No. 229/P- APIT/PMA/2005 dated April 13, 2005 284/P-APIT/2009/PMA April 29, 2009 BKPM 5 Change of Industrial Business Permit No. 74/T/INDUSTRI/1999 dated February 22, 1999, and Expansion Permit No. 367/T/INDUSTRI/2005 dated May 11, 2005, No. 962/T/INDUSTRI/2006 dated December 7, 2006, No. 887/T/INDUSTRI/2008 dated August 27, 2008 05/P-IUT/2009 January 30, 2009 BKPM 6 Block WOffice Expansion Permit 367/T/INDUSTRI/2005 May 11, 2005 BKPM 7 Block C Office Expansion Permit 877/T/INDUSTRI/2008 August 27, 2008 BKPM 8 Block U Office Expansion Permit 8/1/P/II/PMA/2010 February 2, 2010 BKPM
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3. Shareholding evolution
Establishment 1995
Pursuant to Deed of Establishment No. 11 dated March 8, 1995, as amended by Deed of Amendment of Articles of Association No. 274 dated April 29, 1995, both drawn up before Benny Kristianto, SH, Notary in Jakarta, the Companys capital structure and shareholding at establishment are as follows:
1997
Pursuant to Deed of Amendment of Articles of Association No. 23 dated July 7, 1997, drawn up before Benny Kristianto, SH, Notary in Jakarta, the Companys shareholders approved: i. an increase of the Companys authorized capital from Rp3,536,000,000 to Rp11,050,000,000, ii. an increase of the Companys issued and paid-up capital from Rp3,536,000,000 to Rp11,050,000,000, and iii. a change in the Companys par value per share from Rp100,000 to Rp55,250.
All of the increase in the issued and paid-up capital of Rp7,514,000,000 has been paid in cash by the Companys shareholders in proportion to their shareholding. The increase of capital has been approved by BKPM by letter No. 687/III/PMA/1997 dated May 30, 1997.
Based on the above change, the Companys capital structure and shareholding became as follows:
2001
Pursuant to Deed of Meeting Resolution No. 5 dated August 3, 2001, drawn up before Suryati Moerwibowo, SH, Notary in Jakarta, the Companys shareholders approved the transfer of all of the shares of PT Sari Indoroti of 160,000 shares to Bonlight Investments Limited, which transfer was executed through Deed of Share Sale and Purchase No. 6 dated August 3, 2001, drawn up before Suryati Moerwibowo, SH, Notary in Jakarta. The transfer of shares has been reported to the Minister of Law and Human Rights on September 12, 2001, and received approval from BKPM by letter from the Deputy Chairman for Investment Services of BKPM on Approval of a Change in Capital Structure No. 1009/III/PMA/2001 dated August 1, 2001. Description Par value Rp100,000 per share % No. of shares Par value (Rp) Authorized capital 35,360 3,536,000,000 Issued and paid-up capital: PT Sari Indoroti 28,288 2,828,800,000 80 Nissho Iwai Corporation 3,536 353,600,000 10 Shikishima Baking Co., Ltd 3,536 353,600,000 10 Total issued and paid-up capital 35,360 3,536,000,000 100 Shares in portfolio - - Description Par value Rp55,250 per share % No. of shares Par value (Rp) Authorized capital 200,000 11,050,000,000 Issued and paid-up capital: PT Sari Indoroti 160,000 8,840,000,000 80 Nissho Iwai Corporation 20,000 1,105,000,000 10 Shikishima Baking Co., Ltd 20,000 1,105,000,000 10 Total issued and paid-up capital 200,000 11,050,000,000 100 Shares in portfolio - - 25
With the above transfer of shares, the Companys shareholding became as follows:
2003
Pursuant to Deed of Meeting Resolution No. 5 dated July 23, 2003, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, the Companys shareholders approved the following: i. an increase in the Companys authorized capital from Rp11,050,000,000 to Rp17,348,500,000, and ii. an increase of the Companys issued and paid-up capital from Rp11,050,000,000 to Rp17,348,500,000.
All of the increase in the issued and paid-up capital of Rp6,298,500,000 has been paid in cash by the Companys shareholders in proportion to their shareholding. The increase of capital has been approved by BKPM by letter No. 814/III/PMA/2003 dated July 17, 2003.
Based on the above change, the Companys capital structure and shareholding became as follows:
2005
Pursuant to Deed of Meeting Resolution No. 3 dated February 4, 2005, drawn up before Ukon Krisnajaya, SH, Sp.N, Notary in Jakarta, in the Companys extraordinary shareholders meeting dated April 15, 2004, it was informed that one of the Companys shareholders, Nissho Iwai Corporation, has changed its name to Sojitz Corporation based on Merger Agreement between Nichimen Corporation and Nissho Iwai Corporation dated April 1, 2004. This change has been recorded by the Deputy Chairman for Capital Investment Services of BKPM by letter No. 153/B.1/A.6/2005 on Change of Name of Foreign Shareholder as revised by letter No. 253/B.1/A.6/2005 dated February 17, 2005. The change has also been received by and recorded in the Sisminbakum database of the Directorate General of Administration of General Laws of the Department of Law and Human Rights by letter No. C-UM.02.01.7994 dated June 9, 2005, on Receipt of Notice of Change of Shareholders.
Based on the above change, the Companys capital structure and shareholding became as follows: Description Par value Rp55,250 per share % No. of shares Par value (Rp) Authorized capital 200,000 11,050,000,000 Issued and paid-up capital: Bonlight Investments Limited 160,000 8,840,000,000 80 Nissho Iwai Corporation 20,000 1,105,000,000 10 Shikishima Baking Co., Ltd 20,000 1,105,000,000 10 Total issued and paid-up capital 200,000 11,050,000,000 100 Shares in portfolio - - Description Par value Rp55,250 per share % No. of shares Par value (Rp) Authorized capital 314,000 17,348,000,000 Issued and paid-up capital: Bonlight Investments Limited 251,200 13,878,800,000 80 Nissho Iwai Corporation 31,400 1,734,850,000 10 Shikishima Baking Co., Ltd 31,400 1,734,850,000 10 Total issued and paid-up capital 314,000 17,348,500,000 100 Shares in portfolio - - Description Par value Rp55,250 per share % No. of shares Par value (Rp) Authorized capital 314,000 17,348,000,000 Issued and paid-up capital: Bonlight Investments Limited 251,200 13,878,800,000 80 Sojitz Corporation 31,400 1,734,850,000 10 Shikishima Baking Co., Ltd 31,400 1,734,850,000 10 Total issued and paid-up capital 314,000 17,348,500,000 100 Shares in portfolio - - 26
2008
Pursuant to Deed of Meeting Resolution No. 1 dated July 1, 2008, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, the Companys shareholders approved the following: i. an increase in the Companys authorized capital and a change in the par value of the Companys shares such that the Companys authorized capital changes from Rp17,348,500,000 divided into 314,000 shares, each with a par value of Rp55,250, to Rp344,000,000,000 divided into 344,000,000 shares, each with a par value of Rp1,000 ii. a cancellation of all of the Companys issued shares of 314,000 shares, each with a par value of Rp55,250, to be replaced with shares with par value of Rp1,000 iii. issuance of 86,050,600 new shares with total par value of Rp86,050,600,000 through conversion of convertible bond, additional paid-in capital and advance for future stock subscriptions totaling Rp86,050,600,000.
Based on the above change, the Companys capital structure and shareholding became as follows:
2009
Pursuant to Deed of Meeting Resolution No. 10 dated November 16, 2009, drawn up before Ukon Krisnajaya, SH, SpN, Notary in Jakarta, the Companys shareholders approved the transfer of 34,420,240 shares held by Bonlight Investments Limited to Market Bright Profits Limited.
With the above transfer of shares, the Companys shareholding became as follows:
Pursuant to Deed of Meeting Resolution No. 17 dated December 30, 2009, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta, the Companys shareholders approved the following: i. cancellation of Deed of Meeting Resolution No. 10 dated November 16, 2009, drawn up before Ukon Krisnajaya, SH, SpN, Notary in Jakarta, ii. a change the composition of the Companys Board of Directors and Board of Commissioners, and iii. the sale of 34,420,240 shares of Bonlight Investments Limited to Treasure East Investments Limited.
The above Deed has been notified to the Minister of Law and Human Rights with Receipt of Notification of Change of Company Data No. AHU-AH.01.10-03769 dated February 12, 2010, and has been registered in the Company Register No. AHU-0011453.AH.01.09.Tahun 2010 dated February 12, 2010. The transfer of shares has been approved by BKPM by letter from the Deputy Chairman for Investment Services of BKPM on Approval of a Change in Capital Structure No. 16/1/IU/II/PMA/Industri/2010 dated February 19, 2010.
Description Par value Rp1,000 per share % No. of shares Par value (Rp) Authorized capital 344,000,000 344,000,000,000 Issued and paid-up capital: Bonlight Investments Limited 68,840,480 68,840,480,000 80 Sojitz Corporation 8,605,060 8,605,060,000 10 Shikishima Baking Co., Ltd 8,605,060 8,605,060,000 10 Total issued and paid-up capital 86,050,600 86,050,600,000 100 Shares in portfolio 257,949,400 257,949,400,000 Description Par value Rp1,000 per share % No. of shares Par value (Rp) Authorized capital 344,000,000 344,000,000,000 Issued and paid-up capital: Bonlight Investments Limited 34,420,240 34,420,240,000 40 Market Bright Profits Limited 34,420,240 34,420,240,000 40 Sojitz Corporation 8,605,060 8,605,060,000 10 Shikishima Baking Co., Ltd 8,605,060 8,605,060,000 10 Total issued and paid-up capital 86,050,600 86,050,600,000 100 Shares in portfolio 257,949,400 257,949,400,000 27
With the above transfer of shares, the Companys shareholding became as follows:
2010
Pursuant to Deed No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010, and registered in the Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010, the Companys shareholders approved the change of the par value of the Companys shares from Rp1,000 per share to Rp100 per share, such that the Companys capital structure and shareholding became as follows:.
4. Management and supervision
The current composition of the Companys Board of Commissioners and Board of Directors as set out in Deed No. 36 dated April 14, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, is as follows:
Board of Commissioners
President Commissioner: Benny Setiawan Santoso Commissioner: Tan Hang Huat Independent Commissioner: Seah Kheng Hong Conrad
The Company shall form an Audit Committee within six months from the listing date of the Companys shares in IDX, at which time the Company shall announce it to the public and notify Bapepam-LK in accordance with Regulation X.K.1 on Disclosure of Information to the Public.
Description Par value Rp1,000 per share % No. of shares Par value (Rp) Authorized capital 344,000,000 344,000,000,000 Issued and paid-up capital: Bonlight Investments Limited 34,420,240 34,420,240,000 40 Treasure East Investments Limited 34,420,240 34,420,240,000 40 Sojitz Corporation 8,605,060 8,605,060,000 10 Shikishima Baking Co., Ltd 8,605,060 8,605,060,000 10 Total issued and paid-up capital 86,050,600 86,050,600,000 100 Shares in portfolio 257,949,400 257,949,400,000 Description Par value Rp100 per share % No. of shares Par value (Rp) Authorized capital 3,440,000,000 344,000,000,000 Issued and paid-up capital: Bonlight Investments Limited 344,202,400 34,420,240,000 40 Treasure East Investments Limited 344,202,400 34,420,240,000 40 Sojitz Corporation 86,050,600 8,605,060,000 10 Shikishima Baking Co., Ltd 86,050,600 8,605,060,000 10 Total issued and paid-up capital 860,506,000 86,050,600,000 100 Shares in portfolio 2,579,494,000 257,949,400,000 28
Based on letter No. 001/CS/NIC/II/2010 dated February 24, 2010, the Companys Board of Directors has appointed Arlina Sofia as Corporate Secretary.
The following are brief resume of the members of the Companys Board of Commissioners and Board of Directors:
Board of Commissioners
Benny Setiawan Santoso President Commissioner
Indonesian citizen, 52 years of age. President Commissioner of the Company since 2010. Currently also an Executive Director of Salim Group and Director of PT Indocement Tunggal Prakarsa Tbk since 1994, Non-Executive Director in First Pacific Company Limited, President Commissioner in PT Indosiar Karya Media Tbk and Director/Advisory Board in Phillipines Long Distance Telephone Company since 2003, and Commissioner of PT Indofood Sukses Makmur Tbk since 2004. Graduated in Business Studies from Ngee Ann College in 1981.
Tan Hang Huat Commissioner
Singapore citizen, 54 years of age. Commissioner of the Company since 2010. Currently also a Commissioner of PT Ria Bintan since 1997, Commissioner of PR Agro Green Asia since 2006 and President Commissioner of PT Panduharapan Nusa since 2003. Graduated with Bachelor of Commerce from Newscastle University, Australia, in 1990.
Seah Kheng Hong Conrad Independent Commissioner
Singapore citizen, 48 years of age. Commissioner of the Company since 2010. Currently also Managing Director of Ennea Resources Pte Ltd. Previously worked as General Manager in Pynacle Pte. Ltd. (2002-2008), Vice President of Prudential Bache Securities Ltd. Singapore (1999-2002), Vice President of Bankers Trust Company Singapore (19881999) and as Merchant in Cargill Commodity Trading Singapore (19871988). Graduated with Bachelor of Science (Hons) from University of Singapore in 1997.
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Board of Directors
Wendy Sui Cheng Yap President Director
Indonesian citizen, 54 years of age. President Director of the Company since 1998. Currently also a Director of PT Suryamas Dutamakmur Tbk (since 1994). Previously President Director of PT Wendy Citrarasa (19901995), Alternate Director of Kerry Trading Hongkong (19881998), President of Wemith Corporation California, USA (19771991) and President of Prima Development Company, USA (19771993). Graduated with Bachelor of Commerce from University of Melbourne in 1977.
Indrayana Director
Indonesian citizen, 48 years of age. Compliance Director of the Company since 2010. Currently also holds a position in Business Development of Salim Group (since 2008). Previously Marketing Director of PT Samsung Electronic Indonesia (2006-2008), Regional Director of Electrolux Asia, Bangkok (2004-2006), General Manager of PT Phillips Electronic Indonesia (2001-2004), Executive Director of PT Topjaya Sarana Utama Indonesia (1994-2001), Sales Marketing Manager of PT Tootal Thread Indonesia (1992-1994), Marketing Manager of PT Tempo Scan Pacific Tbk (1987-1992) and in Production of Verkade Biskuit PT Makindo Perdana (1986). Graduated with Bachelor degree in Food and Nutrition Technology from Bogor Agriculture Institute (1985) Lulus sebagai Sarjana dari Jurusan Teknologi Pangan dan Gizi, Institut Pertanian Bogor (1985) and Master of Business Administration from Central Institute of Management, Jakarta (1989).
Kaneyoshi Morita Director
Japanese citizen, 52 years of age. Director of Product Development and Technology since April 2010. Previously Senior Managing Director of Shikishima Baking Co., Ltd. (2009-2010), Managing Director of Shikishima Baking Co., Ltd. (2001-2009), Director of Shikishima Baking Co., Ltd. (1994-2001), General Manager of Shikishima Baking Co., Ltd. (1991-1994), Manager of Shikishima Baking Co., Ltd (1990-1991), staff of The Fuji Bank Ltd. (1982-1989). Graduated from the Economics Department, College of Economics, Aoyama Gakuin University, in 1982.
Takao Okabe - Director
Japanese citizen, 40 years of age. Purchasing Director of the Company since April 2010. Previously a General Manager of PT Sojitz Indonesia (2004-2009) and worked at Nissho Iwai Corporation (19922004). Graduated from the Spanish Department of the Faculty of Foreign Studies, Kobe City University, in 1992.
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Yenni Husodo - Director
Indonesian citizen, 48 years of age. Finance Director of the Company since April 2010. Previously a Commissioner of the Company (February 2010April 2010), Director of the Company (November 2009February 2010), President Commissioner of the Company (May 2006November 2009), Finance Controller of PT Trampil Mutiara Rezeki (20032006), Finance Controller of PT Nusa Bintang Kirana (1999 2002), Finance Controller of PT Maharani Graha (19971998), Finance Controller of PT Planet Dwimas (19941996), Finance & Accounting Manager of PT Wendy Citrarasa (19911994), Finance & Accounting Manager of PT Sinar Dunia Kristal (19881990), Finance & Accounting Supervisor of PT Tarpintex (19851987), Finance & Accounting Staff of PT Atithya Loka (19811984). Graduated from the Faculty of Economics of the University of Indonesia in 1988.
Chin Yuen Loke Unaffiliated Director
Singapore citizen, 53 years of age. Unaffiliated Director of the Company since April 2010. Previously President of Canexcel International Pte. Ltd. (January 2000 December 2009), Vice President of Union Bancaire Privee (August 1998June 1999), Director of Credit Suisse Private Banking (May 1994July 1998), Senior Manager of Standard Chartered Bank (March 1991April 1994), General Manager of Canadian Imperial Bank of Commerce (August 1987January 1991), Manager of Banque National De Paris (May 1985June 1987), Assistant Vice President of First Interstate Bank of California (May 1983May 1985), Assistant Manager of Industrial Bank of Japan (February 1981April 1983). Graduated with Bachelor of Arts in Economics from University of Western Ontario, Canada, in 1981.
The total remuneration of the Board of Commissioners and Board of Directors for the years ending December 31, 2007, 2008 and 2009, was Rp1,064 million, Rp1,685 million and Rp2,568 million.
5 . Human resources
The Company considers continuous training program for its employees in personal development, business perspectives and management, as well as technical knowledge, as an important aspect of its operations. The following are some of the internal and external training programs that the Company provides to its employees: - Good Manufacturing Practice and Sanitation Operating Procedure - Work Safety - Work Instruction Training - Total Productivity Maintenance - Baking Training School - Hazard Analytical Critical Control Point Training - Introduction of policies and LPPOM MUI standard operating procedure - Tax training - Internal audit training - Leadership.
The Company employs staff possessing special skills obtained through various baking training courses.
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To improve the welfare of its employees, the Company employs a performance-based compensation system. In addition, the Company provides the following employee benefits: - Social security (Jamsostek) - Transportation - Health insurance for the employees and their families - Outpatient clinic - Sports facilities - Religious facilities - Canteen - Religious holiday allowance - Incentives.
The Company is in compliance with the prevailing provincial/regional minimum wage as follows: - Decree of the West Java Governor No.561/Kep.1665-Bangsos/2009 - Decree of the East Java Governor No. 69/2009 - Decree of the Yogyakarta Governor No. 217/2009 - Decree of the Lampung Governor No.G/681/III.05/HK/2009.
In hiring, the Company implements standard recruitment and selection process to meet its needs.
The following table shows the breakdown of permanent employees as of December 31, 2009, 2008 and 2007, based on ranks, education and age groups:
Composition of Employees based on Ranks Rank 2009 2008 2007 Manager 20 18 15 Staff 121 101 80 Non-staff 236 193 163 Total 377 312 258
Composition of Employees based on Education Education 2009 2008 2007 > Bachelor 5 4 3 Bachelor 45 37 38 Diploma 50 46 46 High school/equivalent 277 225 171 < High school - - - Total 377 312 258
Composition of Employees based on Age Groups Age Group 2009 2008 2007 > 50 3 2 2 41-50 29 12 11 31-40 125 123 112 21-30 210 160 125 < 21 10 15 8 Total 377 312 258
The following table shows the breakdown of permanent and contract employees as of December 31, 2009, 2008 and 2007: Status 2009 2008 2007 Permanent 377 312 258 Contract 188 169 177 Total 565 481 435
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The following chart shows the Companys organization structure:
6. Brief description of corporate shareholders
6.1. Bonlight Investments Limited (BIL)
Brief History
BIL is a company incorporated based on the laws of the British Virgin Islands pursuant to Certificate of Incorporation No. 211043 dated January 2, 1997, under the name Bonlight Investments Limited.
Management and Supervision
Based on Certificate of Incumbency dated March 8, 2010, the current directors of BIL are as follows:
1. Wendy Sui Cheng Yap 2. Emily Yap Lan Cheng.
Capital Structure
Based on Memorandum and Articles of Association of Bonlight Investments Limited No. 211043 dated January 2, 1997, BILs capital structure is as follows:
Authorized capital: USD50,000, consisting of 50,000 shares, each with a par value of USD1.
Based on Directors Statement dated March 4, 2010, BILs shareholding structure is as follows:
Shareholder No. of Shares Value (USD) % The PY Family Foundation, Panama 8 8 80 Sari Roti TM Limited, BVI 2 2 20
Business Activities
BILs business activity is in investment.
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6.2. Treasure East Investments Limited (TEIL)
Brief History
TEIL is a company incorporated based on the laws of the British Virgin Islands pursuant to Certificate of Incorporation No. 1559126 dated December 3, 2009, under the name Treasure East Investments Limited.
Management and Supervision
Based on Register of Directors No. 1559126, the current director of TEIL is Tan Hang Huat.
Capital Structure
Based on Register of Members No. 1559126, TEILs capital structure and shareholding are as follows: Shareholder No. of Shares Value (USD) % Tan Hang Huat 1 1 100%
Business Activities
TEILs business activity is in investment.
6.3. Sojitz Corporation (SC)
Brief History
SC is a company incorporated under the name Sojitz Holding Corporation on April 1, 2003, based and in accordance with the laws of Japan, and changed its name into Sojitz Corporation on October 1, 2005. The articles of association of SC was last amended on June 23, 2009.
Management and Supervision
Based on Certificate of Commercial Registry & Statement Letter dated January 15, 2010, which has been legalized by Registration No. 0139 dated February 18, 2010, by Shigenori Ishiguro, Notary in Japan and by the Embassy of the Republic of Indonesia in Tokyo, Japan, on February 19, 2010, the members of SCs Board of Directors are as follows:
Based on Company Data as of March 31, 2009, as set out in the 2009 Annual Report, SCs capital structure is as follows:
Authorized capital: 160,339,000 Yen.
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Based on shareholding information as of March 31, 2010, SCs majority shareholders are as follows:
Shareholder No. of Shares % Japan Trustee Services Bank, Ltd. 142,398 11.38 The Master Trust Bank of Japan, Ltd. 34,891 2.79 Trust & Custody Services Bank, Ltd. 21,543 1.72 State Street Bank and Trust Company 505225 17,884 1.43 Mellon Bank, N.A. as Agent for its client Mellon Omnibus US Pension 14,023 1.12 The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account 12,007 0.96 Juniper 11,484 0.92 State Street Bank West Client Treaty 10,449 0.83 Mellon Bank, N.A. Treaty Client Omnibus 10,087 0.81 Nomura Singapore Limited Customer Segnegated A/C FJ-1309 9,280 0.74
Business Activities
SC is a holding company with subsidiaries in various businesses.
6.4. Shikishima Baking Co., Ltd. (SBCL)
Brief History
SBCL is a company incorporated as Shikishima Baking Co., Ltd. on December 27, 1919, based on Japanese laws.
Management and Supervision
Based on Certificate of All Items that are Currently Effective dated February 17, 2010, that has been legalized by Registration No. 0143 dated February 18, 2010, by Shigenori Ishiguro, Notary in Japan, and by the Embassy of the Republic of Indonesia in Tokyo, Japan, on February 19, 2010, the directors of SBCL are as follows:
Based on Certificate of All Items that are Currently Effective dated February 17, 2010, that has been legalized by Registration No. 0143 dated February 18, 2010, by Shigenori Ishiguro, Notary in Japan, and by the Embassy of the Republic of Indonesia in Tokyo, Japan, on February 19, 2010, SBCLs capital structure is as follows:
Authorized capital: 1,799,533,200 Yen.
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Based on Shareholders Register dated August 31, 2009, that has been legalized by Registration No. 0144 dated February 18, 2010, by Shigenori Ishiguro, Notary in Japan, and by the Embassy of the Republic of Indonesia in Tokyo, Japan, on February 19, 2010, shareholders holding more than 10% of SBCLs issued shares are as follows:
SBCL is in the business of production and selling of bread, candies, cakes, ice cream and other foods and drinks.
7. Ownership, management and supervision relationship between the Company and its corporate shareholders
7.1. Ownership relationship
Notes: BIL : Bonlight Investments Limited TEIL: Treasure East Investments Limited SC : Sojitz Corporation SBCL: Shikishima Baking Co,. Ltd.
7.2. Management and supervision relationship
Name Affiliation with Shareholder Company BIL TEIL SC SBCL Benny Setiawan Santoso Affiliated PC - - - - Tan Hang Huat Affiliated C - D - - Seah Kheng Hong Conrad Not Affiliated IC - - - - Wendy Sui Cheng Yap Affiliated PD D - - - Indrayana Affiliated D - - - - Kaneyoshi Morita Affiliated D - - - D Takao Okabe Affiliated D - - - - Yenni Husodo Affiliated D - - - - Chin Yuen Loke Not Affiliated UD - - - - Notes: PC: President Commissioner PD: President Director C: Commissioner D: Director IC: Independent Commissioner UD: Unaffiliated Director
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8. Affiliated party transaction
Type of affiliation
- Shikishima Baking Co., Ltd. is one of the Companys shareholders. - Based on announcement made by First Pacific Company Limited to the Hong Kong Stock Exchange (HKSE) on February 23, 2010, it is stated, amongst others, that the Company is 40% owned by a company controlled by Mr. Anthoni Salim and therefore in accordance with the HKSE listing rules is an associate of Mr. Anthoni Salim. As such the Company is affiliated to: - PT Indofood Sukses Makmur Tbk, a company controlled by the Salim Group; and, - PT Lion Superindo, an associate of Mr. Anthoni Salim based on First Pacific Company Limited announcement to HKSE dated April 26, 2005, as part of the disclosure requirements of HKSE.
Transaction details
The following are the details of the affiliated party transaction:
Description Value per December 31, 2009 (Rp millions) Percentage to Total Assets Trade receivables: PT Lion Superindo* 1,970 0.6%
Description Value per December 31, 2009 (Rp millions) Percentage to Total Liabilities Trade payables: PT Indofood Sukses Makmur Tbk (Bogasari Flour Mill Division)* 10,724 6.0% Accrued expenses: Royalty Shikishima Baking Co., Ltd. 1,591 0.9%
Description Value for 2009 (Rp millions) Percentage to Net Sales Cost of goods sold: Purchase PT Indofood Sukses Makmur Tbk (Bogasari Flour Mill Division)* Royalty Shikishima Baking Co., Ltd. 6,317 1.3%
Note: * Became a related party to the Company as of February 23, 2010
The following is the agreement that the Company has entered into with its affiliated party:
a. On June 12, 1995, the Company entered into Technical Agreement with Shikishima Baking Co., Ltd. (shareholder) and Nissho Iwai Corporation (now Sojitz Corporation) (shareholder) on the provision of technical know-how and training, including know-how on raw material control, quality, quantity, sanitation, production safety, equipment control and energy conversion. In this matter Sojitz acts as the intermediary between Shikishima Baking Co., Ltd. and the Company. This agreement was subsequently followed by the signing of Restated Technical Royalty Agreement on January 1, 2007, whereby the Company agrees to pay quarterly royalty at a certain percentage to net sales. During 2009 the royalty paid amounted to Rp6,317 million. The agreement expires on December 31, 2011. b. On February 23, 2010, the Company entered into a Sale and Purchase Agrement of flour with PT Indofood Sukses Makmur Tbk-Bogasari Division, which is valid until December 31, 2012. The purchase price shall be determined on a monthly basis.
9. Agreements with third parties
The following are agreements and commitments entered into between the Companies and third parties: 37
a. On November 4, 2008, the Company entered into a supply agreement for cheese with PT Kraft Ultrajaya Indonesia for a period to be agreed by both parties, or until such time the agreement is terminated by one party with 30-day prior written notice to the other party. During 2009 the transaction value between the Company and PT Kraft Ultrajaya Indonesia amounted to Rp13,986 million. b. On November 28, 2007, the Company entered into transportation agreement with PT Bangun Putra Kerawang which is valid until December 31, 2010, whereby the Company appointed PT Bangun Putra Kerawang to transport, send and distribute the Companys products to the buyers. During 2009 the transaction value between the Company and PT Bangun Putra Kerawang amounted to Rp9,592 million. c. In 2004, the Company entered into a Distribution Agreement with PT Indomarco Prismatama (IP), whereby IP agrees to distribute the Companys products through its outlets and the Company agrees to pay distribution fee as set out in the agreement. d. On November 29, 2007, the Company entered into transportation agreement that was subsequently amended on January 2, 2008, whereby the Company appointed PT Adira Sarana Armada to transport, send and distribute the Companys products to the buyers. The agreement is valid until December 31, 2010. During 2009 the transaction value between the Company and PT Adira Sarana Armada amounted to Rp13,722 million. e. On June 9, 2008, the Compay entered into transportation agreement with PT Wira Logitama Saksama which is valid until December 31, 2010, whereby the Company appointed PT Wira Logitama Saksama to transport, send and distribute the Companys products to the buyers. During 2009 the transaction value between the Company and PT Wira Logitama Saksama amounted to Rp3,192 million. f. On January 1, 2009, the Company entered into agency agreements with 279 agents whereby the Company appointed each agent to sell the Companys products in certain regions in Java, Madura, Bali and Lampung. The agreements are valid until December 31, 2010. During 2009 the transaction value between the Company and the agents amounted to Rp88,293 million. g. The Company entered into eighteen Stock Point and Distributor Appointment Agreements to distribute the Companys products to stores in Jabodetabek (Jakarta, Bogor, Depok, Tangerang, Bekasi), Bandung, East Java, Central Java and Bali. During 2009 the transaction value between the Company and the distributors amounted to Rp48,735 million. h. Based on SAP Enterprise Support Agreement between the Company and PT Metrodata e-Bisnis, the Company is licensed to use the SAP software by SAP AG, with PT Metrodata e-Bisnis providing software management services including continuous development of the SAP software, software problem resolutions, quality control and transfer of technology as well as access to the SAP community. The agreement is valid from January 2010 to December 2010. i. Based on Warehouse Lease Agreement No. 5 dated September 15, 2001, the Company leases warehouse with an area of approximately 99 square meters in Gedebage, Bandung, West Java. The lease period is until September 15, 2011. The value of the contract is Rp16 million. j. Based on lease agreement dated April 2, 2008, the Company leases a house with an area of 140 square meters with 304 square meter land in Riung Bandung, West Java. The lease period is until March 31, 2010, and is currently under renewal. The building is used by the Company distribution center. The value of the contract is Rp16 million. k. Based on lease agreement dated January 1, 2008, the Company leases house with land of 536 square meters in Cirebon, West Java. The lease period is until December 31, 2011, and can be renewed. The building is used by the Company as distribution center. The value of the contract is Rp44 million. l. Based on lease agreement dated June 1, 2009, the Company leases 500 square meter warehouse in Kedaton, Bandar Lampung. The lease period is until May 31, 2012, and can be renewed. The building is used by the Company as distribution center. The value of the contract is Rp67 million. m. Based on lease agreement dated August 28, 2009, the Company leases a building in Jagakarsa, South Jakarta. The lease period is until August 28, 2011, and can be renewed. The building is used by the Company as stock point. The value of the contract is Rp49 million. n. Based on lease agreement dated June 1, 2009, the Company leases a building in Kebayoran Baru, South Jakarta. The lease period is until May 31, 2010, and can be renewed. The building is used by the Company as stock point. The value of the contract is Rp38 million. o. Based on lease agreement dated December 1, 2007, the Company leases 561 square meter building in Sleman, Central Java. The lease period is until December 31, 2010, and can be renewed. The building is used by the Company as distribution center. The value of the contract is Rp22 million. 38
p. The Company entered into Gas Supply Agreement with PT Perusahaan Gas Negara (Persero) Tbk, Region I Distribution Unit, West Java, Bekasi District. The term of the agreement for Block W factory is two years since March 1, 2008, while the term for Block U factory is two years since December 1, 2008. The value of gas purchase during 2009 amounted to Rp4,943 million. q. The Company entered into an Electricity Supply Agreement with PT Cikarang Listrindo. The term of the agreement is from the date of its signing and continues to be valid while PT Cikarang Listrindo still holds the license to generate and distribute electricity. The value of electricity supply during 2009 amounted to Rp7,307 million. r. Based on letter from PT Jababeka Infrastruktur No. 100/NI/KI/Ext-VI/08 dated June 6, 2008, on Connection for Clean and Waste Water, PT Jababeka Infrastruktur approved the Companys request on May 25, 2008, to obtain connection for clean and waste water at the prevailing connection and operational fees in accordance with the operational procedures. The costs relating to this during 2009 amounted to Rp1,053 million. s. The Company entered into agreements with third parties relating to vehicle rentals for the purpose of the Companys transportation and operational needs. The value of such contracts during 2009 amounted to Rp3,152 million. t. In relation to the additional production line in Block U, Cikarang, in 2009, the Company placed an order for oven and top sealer equipment to Sanko Machinery Co., Ltd. Based on Sales Contract dated March 13, 2009, and October 31, 2009, and to Daisey Machinery Co., Ltd., Japan, baed on Purchasing Agreement dated December 10, 2009, with total value of JPY137 million. The Company opened a time deposit for the purpose of issuance of letters of credit for the order.
10. Assets
The following is the list of land with certificate of building rights title (Hak Guna Bangunan or HGB) in the name of and are owned by the Company with total acquisition costs of Rp14,263 million:
No. Certificate No. Issuance Date Expiry Date Land Area (sq.m) Location and Situation Drawing Title 1. HGB No. 24 BPN (Land National Office) Bekasi August 27, 1996 Juni 29, 2022 5,103 Lot W41, Karang Baru Village, Cikarang Subdistrict, Bekasi Regency, West Java Province, as per Situation Drawing dated May 7, 1996, No. 6741/1996, Karang Baru, Bekasi Company 2. HGB No. 38 BPN Bekasi August 27, 1996 September 24, 2023 5,174 Lot W40, Karang Baru Village, Cikarang Subdistrict, Bekasi Regency, West Java Province, as per Situation Drawing dated May 7, 1996, No. 6651/1996 Company 3. HGB No. 563 BPN Bekasi September 5, 2002 June 29, 2022 540 Lot C45F, Pasirgombong Village, Lemah Abang Subdistrict, Bekasi Regency, West Java Province, as per Survey Certificate dated August 1, 2002, No. 41/2002 Company 4. HGB No. 29 BPN Pasuruan June 6, 2005 June 6, 2035 22,727 Pandean Village, Rembang Subdistrict, Pasuruan Regency, East Java Province, as per Survey Certificate dated May 23, 2005, No. 2/Pandean/2005 Company 5. HGB No. 227 BPN Bekasi August 22, 2006 September 24, 2023 11,900 Lot U-33, Karang Baru Village, Cikarang Subdistrict, Bekasi Regency, West Java Province, as per Survey Certificate dated June 20, 2006, No. 89/2006 Company
The Company possesses the following land to operate its business:
The acquisition cost of the above asset is Rp1,072 million.
No. Basis of Ownership Land Area (sq.m) Location Title in Name of Description 1. Deed of Sale and Purchase No. 183/2009 3,200 Jl. Tugu Industri Raya, Randugarut Village, Tugu Subdistrict, Semarang, West Java PT Kawasan Industri Wijaya Based on letter No. 949/PPAT/I/2010 dated January 26, 2010, by Nurwulandari, SH, land notary in Semarang, the Building Rights Title certificate is in the process of transfer and change of title with the Semarang Land Office 39
The Company uses warehouses and houses for offices and stock points as follows:
No. Description of Property Land and Building Area (sq.m) Location and Situation Drawing Lease Agreement Expiry 1. Building for warehouse Building area 99 sq.m Jl Cipamokolan No. 20, Cipamokolan Village, Rancasari Subdistrict, Gedebage Area, Bandung, West Java Warehouse Lease Agreement No. 5 dated September 15, 2001, and its renewals: - Deed No. 2 dated August 2, 2005 - Deed No. 3 dated August 27, 2007 September 15, 2011 2. House with land and yard for product distribution Land area 304 sq.m with building area 140 sq.m Jl Cipamokolan I No. 12/RT 03/RW01, Taman Permata Complex, Riung Bandung, West Java Lease Agreement dated April 1, 2008 March 31, 2010 3. House with land and yard for product distribution Land area 536 sq.m Kertawinangun Village, Cirebon Barat Subdistrict, Cirebon Regency, West Java, locally known as Jl Cideng Raya No. 168 Rt. 02/02, Kertawinangun, Cirebon, as per Situation Drawing No. 120 dated December 23, 1989 Lease Agreement dated January 1, 2008, between the Company and Sutrisno December 31, 2011 4. House with adjacent warehouse for office or product distribution Land area 500 sq.m Kedaton Village, Kedaton Subdistrict, Bandar Lampung, locally known as Jl Cempaka No. 27, Kedaton, Bandar Lampung, as per Situation Drawing No. 846 dated July 28, 1992 Lease Agreement dated June 1, 2009, between the Companya and Muhari MZ 31 Mei 2012 5. Building for Sari Roti and Boti stock point Land area 25 mx 12 m Jl H. Kayar No. 11 A RT. 10/06, Ciganjur, Jagakarsa, South Jakarta Lease Agreement dated August 28, 2009, between the Company and Dra. Sari Wulandari M August 28, 2011 6. Building for Sari Roti and Boti stock point Building area 20 mx 7.5 m Jl H. Syahrin No. 28 Rt.001/10, North Gandaria, Kebayoran Baru, South Jakarta Lease Agreement dated June 1, 2009, amongst the Company, PT Swara Gangsing and Haji Rochmani 31 Mei 2010
The total lease over the above properties in 2009 was Rp369 million.
11. Legal proceedings faced by the Company
Based on confirmations issued by the relevant institutions, there is no lawsuit nor civil or criminal case in the District Court, dispute under the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia), submission of bankruptcy and/or moratorium through the Commercial Court involving the Company and members of the Board of Directors and Board of Commissioners that may materially affect the Companys operations or financial conditions, and the Company has never been a party to a severance case or an industrial relations dispute in the Industrial Relations Court.
12. Insurance
The Company insures its assets such as vehicles, buildings and facilities as follows:
No. Insurer Insurance Policy No. Insured Amount (Rp) Term Insured Asset 1 PT Asuransi Central Asia 21-00-09-002981 185,000,000 December 31, 2009 December 31, 2010 Vehicles 2 PT Asuransi Central Asia 01-00-09-007839 32,998,347,875 December 31, 2009 December 31, 2010 Bread Factory, Pasuruan, East Java 3 PT Asuransi Central Asia 01-00-09-007845 1,811,660,719 December 31, 2009 December 31, 2010 Warehouse, Block C, Cikarang, Bekasi 4 PT Asuransi Central Asia 01-00-09-007849 37,520,167,695 December 31, 2009 December 31, 2010 Bread Factory, Block WCikarang, Bekasi 5 PT Asuransi Central Asia 01-00-09-007857 37,410,841,146 December 31, 2009 December 31, 2010 Bread Factory, Block U, Cikarang, Bekasi 40
The Company is not affiliated to the above insurance company. The Company believes that the premium paid for the insured assets above is sufficient.
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VIII. BUSINESS AND PROSPECT
1. General
The Company was incorporated by Deed No. 11 dated March 8, 1995, and Notification Letter of Presidential Approval No. 126/I/PMA/1995 dated February 27, 1995, and currently is domiciled in Jababeka Block W, Jababeka Industrial Estate, Cikarang, Bekasi, West Java. The Company is a foreign investment company manufacturing various types of bread and has grown to become one of the companies in the bread industry with large scale, utilizing modern technology in its production process.
At establishment, the Company had two production lines, of which one line is for bread loaves and one line is for sweet bread. In 2001, along with the growth of its sales, the Company doubled its capacity by adding two production lines, each for bread loaves and sweet bread.
In November 2005, the Company opened its second factory in Pasuruan, East Java, by installing two production lines. The production from this factory is marketed to East Java, Central Java and Bali. In 2009, the Company added one sweet bread line in Pasuruan.
In December 2008, the Company opened its third factory with two production lines in Jababeka Block U, Jababeka Industrial Estate, Cikarang, Bekasi, West Java. One line is for the production of bread loaves and the other line is for the production of sweet bread. In addition, the Company constructed an auditorium in Block U for consumer visit so the consumer can view the Companys production process that is hygienic and halal.
The Companys main brand is Sari Roti that was launched since the Company started its commercial production. A supporting brand for the middle low segment is Boti, which was launched in the beginning of 2001. Sari Roti is targeted towards to middle upper class with monthly expenditure of Rp1,500,000 and above, while Boti is targeted towards the middle low class with monthly expenditure of below Rp1,500,000.
Each brand has a number of products divided into two main categories: bread loaves and sweet bread that contains bread fillings. Sari Roti bread loaves have seven variance with the highest sales coming from Special White Bread, while the sweet bread has twenty two variance with Chocolate Bread contributing the highest sales. Boti has two variance of bread loaves and thirteen variance of sweet bread, with Boti Special White Bread and Chocolate-filled Boti contributing the highest sales.
The Company has also entered the cake segment by introducing Sari Cake. Currently Sari Cake has three variance: Pandan Chiffon, Chocolate Cup Cake and Pandan Cup Cake.
The Sari Roti brands tagline is Soft Nutritious Tasty With Filling and carries the 3H catchphrase: Hygienic, Healthy, and Halal, which means it is safe to consume. The Company always strives to carry out activities that maintain these principles.
All of the Companys products have halal certificates that are regularly renewed. This is critical as the majority of the Indonesian population is Moslem.
The Company applies good manufacturing practice starting in 1996 and by 2006, it obtained the Hazard Analysis Critical Control Point (HAACP) certificate which is the standard for food safety.
The Company has adopted enterprise resources planning since 2007 by utilizing SAP information technology software to integrate all systems and procedures starting from raw material purchase to product distribution. The program can also integrate the real time conditions of the three factories, which is a useful feature considering the different locations of the factories. 42
2. Operational activities
2.1. Production facility
The Company has three factories in Bekasi and Pasuruan with the following production process:
Sweet bread production process
Ingredients Scaling Sponge mixing First fermentation Dough mixing Floor time Dividing Rounding Intermediate Proofing Pressing, sheeting Filling Panning Final fermentation Baking Cooling Packing and coding Metal detecting Equipment: Silo Equipment: Divider Equipment: Rounder Equipment: OHP Equipment: Moulder Equipment: Tunnel Oven Machine name: Metal detector Function: To detect any metal objects Storage 43
Toast bread production process
The following describes the Companys production process:
1. Required materials for bread production such as flour, yeast, egg, sugar, salt, milk, water and butter are prepared. Ingredients Scaling Sponge mixing First fermentation Dough mixing Floor time Dividing Rounding Intermediate Proofing Dough pressing/sheeting Moulder Panning Final fermentation Baking Cooling Packing Metal detecting Equipment: Divider Equipment: Rounder Equipment: OHP Equipment: Moulder Equipment: Tunnel Oven Equipment : Metal detector Function: To detect any metal objects Storage Depanning Slicing 44
2. The materials are weighed in accordance to batch needs. For flour, storing and weighing are done automatically by the flour handling system, while other materials are manually weighed, with water introduced into the system directly from the water meter machine. 3. The materials are mixed using mixer for sweet bread and mixer for bread loaves. The dough then goes through the first fermentation for a period of time, followed by another mixing by adding other materials using the mixer. 4. Sweet bread dough rests through the floor time after mixing, while bread loaves dough is cut and weighed in accordance with the standards using divider machine. Both the sweet bread dough and the bread loaves dough are then rounded in accordance with the weight standards using the rounder machine. After rounding the dough undergoes another floor time. 5. Pressing or sheeting process is then done to the dough using the moulder machine. 6. After the sweet bread dough becomes thin, filling with chocolate, cheese, coconut and strawberry is done, while bread loaves dough is directly put into the baking pan. 7. The dough goes through another floor time in the baking pan. 8. Baking is then done using the oven. From the oven, bread loaves go through curve conveyor with removal of the bread done by the depanner machine. 9. Both sweet bread and bread loaves then go through cooling. 10. After cooling bread loaves are sliced in accordance with the required size using the band slicer, then packaged and sealed using Kwik Lok. 11. From cooling sweet bread goes directly to the packing machine. Sandroll products will be filled using the automatic sanding machine. 12. The last step is for the sweet bread and bread loaves to go through the metal detector to identify if there is any metal in the product.
2.1.1. Cikarang Blok W Factory (CBWF)
CBWF started operating in 1997 and is located in Jababeka Industrial Estate, Jl. Jababeka XII A Block W No. 40-41, Cikarang, Bekasi.
The installed capacity, production capacity and capacity utilization for CBWF are:
73,981 207,803 Notes: 1 pack = 10 slices, 1 pack of tear-off bread = 4 pieces of tear-off bread Installed capacity: capacity of machine installed in the Companys factory in accordance with the specification of the machine Production capacity: capacity produced when the machine is operational, which is influenced by working hours and number of bread types produced Capacity utilization: the amount of production during the relevant period
CBWFs supporting facilities are provided by Cikarang Listrindo as electricity supplier, Jababeka Industrial Estate Municipal Waterworks and PT PGN (state-owned gas company) as liquefied natural gas provider. For water treatment, the Company utilizes the water treatment facility provided by the industrial estate.
CBWF possesses facilities to produce cakes with installed capacity of 37,000 pieces per day. In addition, the Companys administrative offices are located in CBWF. 45
2.1.2. Cikarang Blok W Factory (CBUF)
CBUF started operating in 2009 and is located in Jababeka Industrial Estate, Jl. Jababeka XVII B Block U No. 33, Cikarang, Bekasi.
The installed capacity, production capacity and capacity utilization for CBUF are:
- - Notes: 1 pack = 10 slices, 1 pack of tear-off bread = 4 pieces of tear-off bread Installed capacity: capacity of machine installed in the Companys factory in accordance with the specification of the machine Production capacity: capacity produced when the machine is operational, which is influenced by working hours and number of bread types produced Capacity utilization: the amount of production during the relevant period
CBUFs supporting facilities are provided by Cikarang Listrindo as electricity supplier, Jababeka Industrial Estate Municipal Waterworks and PT PGN (state-owned gas company) as liquefied natural gas provider. For water treatment, the Company utilizes the water treatment facility provided by the industrial estate.
CBUF has an auditorium facility used to introduce the Companys hygienic production process by showing the Companys company profile video.
2.1.3. Pasuruan Factory (PF)
PF started operating in 2005 and is located in PIER Industrial Estate, Jl. Rembang Industri Raya No. 28, Pasuruan 67152, East Java.
The installed capacity, production capacity and capacity utilization for PF are:
4,962 21,441 Notes: 1 pack = 10 slices, 1 pack of tear-off bread = 4 pieces of tear-off bread Installed capacity: capacity of machine installed in the Companys factory in accordance with the specification of the machine Production capacity: capacity produced when the machine is operational, which is influenced by working hours and number of bread types produced Capacity utilization: the amount of production during the relevant period
PFs supporting facilities are provided by PLN (state-owned electricity company) as electricity supplier, Pasuruan Municipal Waterworks for clean water and PGN Pasuruan as liquefied natural gas provider. For water treatment, the 46
Company utilizes the water treatment facility provided by the industrial estate. The Company also has an administrative office in this location.
To meet demand and take advantage of the available market opportunity, the Company implements a policy that if capacity utilization has reached 70% of installed capacity for a particular factory, the Company shall purchase a new equipment to meet the growing demand for the Companys products. It takes six months for the Company to install a new production line until it can operate commercially.
2.2. Quality Control
The Company has a quality control procedure in each step of its production process. There are two parts to the quality control: Control Point (CP) and Critical Control Point (CCP). CP is generally done in all production stage, but CCP requires a higher level of supervision as it involves food safety.
When receiving delivery of raw materials, Incoming QC (Quality Control) will conduct random physical check of the good, including packaging integrity, weight per pack and organoleptic test for filler which involves inspection through visual examination, feeling and smelling of products. In addition, incoming raw materials shall be accompanied by Certificate of Analysis containing results of chemical and microbiology tests of the materials.
Subsequently, raw materials are tested at weighting to ensure that they are in accordance with the required formula as this will affect the Companys product quality. Particularly at weighting of flour, which is automatically conducted, there are sifters that screen flour for foreign objects. As this process is not visible to the naked eye, sifters must always be maintained in good condition. Considering the risks and potential danger, the flour weighting stage is the first CCP in the HAACP bread production process.
The second dough mixing process plays a critical role in the quality of the bread produced. Undermixed or overmixed dough will result in bread with substandard quality. A good dough can be physically inspected from the elasticity of the dough, so when the dough is stretched, it will form a smooth and transparent thin film.
The next phase requiring supervision in the final proofing, where the volume of the dough needs to be properly controlled in addition to the stability of the temperature and humidity of the room. Dough that are removed too quickly will result in underproofed dough, while dough that are left for too long will result in overproofed dough, therefore the work accuracy of the operators working in this area is critical. In general this process will run approximately one hour.
Baking will influence the look of the finished product, particularly from coloring and degree of baking. Temperature and baking time are adjusted in accordance with the type of bread to be baked. The Company has a color guide standards that also function as a determinant of the degree of baking. The color guide is a gradation from yellow to dark brown. The oven has windows that can be used to inspect whether the products have been sufficiently baked and to avoid production loss due to non-standard products.
The baked bread cooling process will need to be done. Warm bread will cause condensation on the packaging as steam is trapped inside the packaging, which will result in mold developing on the bread earlier than it should be. In addition, slicing warm toast bread will result in dented bread as warm bread is usually still soft. In general the cooling process takes two hours for toast bread and thirty minutes for sweet bread, taking them to 35C at packing. Control over the cooling process will have to be maintained as bread will harden if let cooled and open for longer than necessary.
Prior to packaging bread will be sorted such that bread that does not meet the standards set by the Company will be discarded. Examples of bread that are substandard are dented bread, caved bread, overfilled filling and burned bread. In addition, packaging condition will also need to be monitored to ensure proper sealing and correct pricing- production date-expiry date on the packaging.
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The second CCP in the production process is metal detecting, where all packed products will go through a metal detector to ensure that the products are safe and free from metal contamination.
2.3. Sales and marketing
To increase product brand awareness, the Company implements active promotion activities, both above the line and below the line. The Company promotes its products through various media, including television, radio, print media, and conducts other promotions such as sponsorship, exhibition and others. The Company puts an emphasis on below the line activities, including regular factory visit program from Mondays through Fridays.
Factory visit is an educational program to the consumer on the Companys profile. In this program consumer can visit the factory to directly view the production process. Consumer can also view the company profile video in a special auditorium prepared for this program. Approximately 60% of the consumer visit comes from kindergarten and elementary school students. This regular program has seen its results in 2009 where Sari Roti toast bread were awarded 2009 Top Brand for Kids and 2009 Top Brand by Frontier Consulting Group.
The main buyers of the Companys products are children of two years old and older and homemakers who are the decision makers in product selection. The Company targets the middle upper consumer with income of more than Rp1.5 million for Sari Roti and the middle lower consumer with income of less than Rp1.5 million for Boti.
The Companys distribution channel can be divided into three main categories: a. Modern channel, consisting of minimarkets, supermarkets and hypermarkets b. Traditional channel, consisting of tricycles travelling from home to home and mom-and-pop stores c. Institutions, which uses bread to produce other derivative products.
69% of the Companys products are distributed through the modern channel and 31% are distributed through the traditional channel. As of December 31, 2009, the Company distribution network includes 725 supermarkets and hypermarkets, 8,290 minimarkets, 7,587 mom-and-pop stores, 2,022 tricycles and 38 institutions.
The Companys products are distributed throughout Java, Madura, Bali and Lampung.
Since 2007 the Company implements enterprise resources planning using SAP software to integrate all systems and procedures starting from raw materials purchase to distribution of the products. SAP also provides the Companys financial information. With the program, the Company can integrate real time conditions of its three factories.
The shelf life of the Companys products is five days. However, to maintain freshness, the Company collects products that are four days old.
Expired products are collected by the Distribution Division from the retailers and are delivered to the expired product warehouse with its collection document. The products are then destroyed by chopping machine and sold to certain collectors to be used as feedmill.
Defective products that are found during production are separated from the remaining products, then sold to the collectors together with the expired products.
The Companys strength lies in the integrated operations of its different divisions, close cooperation with the suppliers of raw materials and in its supply chain management that is able to improve the efficiency and therefore the Companys performance. 48
The following table shows the nominal value of the Companys net sales for the past five years:
(in millions of Rupiah) Description 2009 2008 2007 2006 2005 Sari Roti sweet bread 261,646 190,616 115,768 85,578 60,122 Sari Roti toast bread 207,723 175,644 120,254 93,502 68,480 Boti sweet bread 8,227 9,951 9,600 9,328 9,868 Boti toast bread 4,815 4,914 4,255 4,486 4,693 Sari Cake 1,647 1,463 - - - Others 1,863 965 636 136 40 Total 485,920 383,553 250,513 193,027 143,203
The following table shows the volume of the Companys net sales for the past five years:
The Company has been granted a number of awards and certifications as follows: - 2009 Top Brand Award for toast bread from Frontier Consulting Group, a marketing consulting company - 2009 Top Brand for Kid for toast bread from Frontier Consulting Group - Favorite food in Jakarta and Surabaya for 2009 based on polling by Bogasari, one of the flour producers in Indonesia - Favorite bread brand based on survey by Jawa Pos, a newspaper the Indonesia, at the end of 2009 - Top customer in Indonesia in volume of purchase of compressed yeast of PT Jaya Fermex based on letter No. 009/ASM/JF/NIC/II/2010 dated February 12, 2010 - Top customer amongst bakeries in volume of flour purchase of the Bogasari Flour Mills Division of PT Indofood Sukses Makmur Tbk based on letter No. 00/IS-BKR/II/2010 dated February 12, 2010 - Top bakery customer of PT Freyabadi Indotama, supplier of chocolate, based on letter No. 003/frey-sm/II/2010 dated January 1, 2010.
The Company applies HACCP for risk management and critical control point system, which are the management system for food safety. HACCP is an effort to manage food production by minimizing contamination risks from harvesting, production process up to presentation so that food is safe to consume. The HAACP system emphasizes on prevention by tightening control in each critical control point in food preparation so that it is safe and free from contamination. The Company was granted a certificate by M-BRIO, an HACCP certification body, No. E-HCB SSH 024-IDN dated November 28, 2006, which was valid until November 28, 2009, and is currently in the process of reassessment. The document certifies that the Company has met the HACCP standards: SNI 01-4852-1998 and CAC/RCP 1-1969, Rev.4, 2003, scope of certification: toast bread and sweet bread, baking process.
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Based on Decision of Chairman of the National Agency of Drug and Food Control (Badan Pengawas Obat dan Makanan or BPOM RI) No. HK00/05.12569/2004 on Criteria and Implementation of Food Product Evaluation, the Company has registered and obtain the approval for its products as shown in the following table:
a. Sari Roti
No. Product Name BPOM RI MD No. Validity 1 Strawberry cream filled bread 228310072374 7 July 2009 - 7 July 2014 2 Cheese cream filled bread 228310070374 7 July 2009 - 7 July 2014 3 Sesame seed burgen bun bread 228310057374 24 April 2008 - 24 April 2013 4 Chocolate cheese filled bread 228310049374 26 January 2007 - 26 January 2012 5 Chocolate chips bread 228310050374 26 January 2007 - 26 January 2012 6 Yam bread 228310068374 6 November 2006 - 6 November 2011 7 Chocolate strawberry filled tear-off bread 228310067374 22 June 2006 - 22 June 2011 8 Cheese tear-off bread 228310066374 22 June 2006 - 22 June 2011 9 Special toast bread 228310001374 16 December 2005 - 16 December 2010 10 Wheat bread 228310041374 22 November 2005 - 22 November 2010 11 Butter tear-off bread 228310026374 10 November 2005 - 10 November 2010 12 Burgen bun 228310016374 13 October 2005 - 13 October 2010 13 Milk tear-off bread 228310028374 13 October 2005 - 13 October 2010 14 Chocolate cream bread 228310008374 13 October 2005 - 13 October 2010 15 Strawberry cream bread 228310006374 13 October 2005 - 13 October 2010 16 Hot dog bun 228310015374 13 October 2005 - 13 October 2010 17 Toast bread 228310043374 10 October 2005 - 10 October 2010 18 Mocha cream bread 228310007374 10 October 2005 - 10 October 2010 19 Vanilla-flavored chocolate cream bread 228310017374 10 October 2005 - 10 October 2010 20 Raisin bread 228310040374 10 October 2005 - 10 October 2010 21 Chocolate cheese tear-off bread 228310024374 27 September 2005 - 27 September 2010 22 Coconut filled bread 228310019374 27 September 2005 - 27 September 2010 23 Chocolate nut filled bread 228310020374 27 September 2005 - 27 September 2010 24 Chocolate kaya tear-off bread 228310022374 27 September 2005 - 27 September 2010 25 Chocolate tear-off bread 228310029374 27 September 2005 - 27 September 2010 26 Peeled toast bread 228310067374 22 August 2005 - 22 August 2010 27 Kaya filled bread 228310002374 6 July 2005 - 6 July 2010 28 Strawberry filled bread 228310003374 6 July 2005 - 6 July 2010 29 Cheese filled bread 228310004374 6 July 2005 - 6 July 2010 30 Milk toast bread 228310073374 7 July 2009 - 7 July 2014 31 Chocolate cream filled bread 228310071374 7 July 2009 - 7 July 2014 32 Chocolate filled bread 228310005374 6 July 2005 - 6 July 2010
b. Sari Cake No. Product Name BPOM RI MD No. Validity 1. Chocolate sponge cake 228310075374 14 August 2009 - 14 August 2014 2. Pandan sponge cake 228310074374 14 August 2009 - 14 August 2014 3. Pandan chiffon cake 227510069374 24 April 2008 - 24 April 2013
c. Boti No. Product Name BPOM RI MD No. Validity 1. Chocolate kaya filled tear-off bread 228310076374 7 August 2009 - 7 August 2014 2. Strawberry cream filled bread 228310063374 24 April 2008 - 24 April 2013 3. Pandan toast bread 228310058374 24 April 2008 - 24 April 2013 4. Mocha cream filled bread 228310062374 24 April 2008 - 24 April 2013 5. Mung bean filled bread 228310056374 27 February 2008 - 27 February 2013 6. Cheese filled bread 228310048374 26 January 2007 - 26 January 2012 7. Milk filled bread 228310045374 21 November 2005 - 21 November 2010 8. Kaya filled bread 228310042374 21 November 2005 - 21 November 2010 9. Coconut filled bread 228310034374 21 November 2005 - 21 November 2010 50
No. Product Name BPOM RI MD No. Validity 10. Pineapple filled bread 228310038374 21 November 2005 - 21 November 2010 11. Chocolate filled bread 228310036374 10 November 2005 - 10 November 2010 12. Toast bread 228310035374 10 November 2005 - 10 November 2010 13. Chocolate cream bread 228310039374 10 November 2005 - 10 November 2010 14. Chocolate filled tear-off bread 228310065374 14 February 2005 - 14 February 2010 15. Chocolate filled tear-off bread 228310065374 14 February 2005 - 14 February 2010
The Company has obtained halal certificate for its Sari Roti, Sari Cake and Boti products based on Halal Certificate No. 00200009241298 issued by the Indonesian Ulemas Council dated February 3, 2010, which is valid until February 2, 2012. The following are the Companys products that receive the halal certificate:
In addition to the above certificates and awards, the Company is one of the Companies registered in the Worldwide Directory of Sanitarily Approved Food Establishments for Armed Forces Procurement, Department of The Army, United States of America, based on letter from Department of Defense of the United States of America dated June 3, 2008, for the Cikarang, Bekasi factories and dated July 23, 2009, for the Pasuruan, East Java factory. With this registration, the Company can be one of the bread suppliers for the US army.
3. Prospects
There are ample business opportunities in food and drinks in Indonesia. The Indonesian population, purchasing power and economic growth are significant factors in the food business. During an economic crisis the food industry can still grow. The Central Statistic Bureau Publication No. 48/08/Th.XII dated August 3, 2009, shows that the food and beverage industry grew by 16.81% during the second quarter of 2009 compared to the same period in 2008.
Companies operating in the food industry continue to invest due to the large market opportunity. The Company has the same opportunity. As a leading bread producer as signified by various awards and certifications, the Companys market opportunity has become even greater.
Demand
Demand for bread products in Indonesia is influenced by purchasing power and change in eating pattern. Bread is a food product that is easy to consume and is efficient as well as contains sufficient nutrition.
Increase of purchasing power will increase demand for bread. In addition, change in eating pattern, especially in the cities, will also increase demand for bread. A fast pace life in the cities requires food that is practical.
Raw materials and supporting materials
The main raw material for bread is flour that is processed from wheat. The price of wheat and therefore flour is influenced by international market prices and fluctuations of the Rupiah exchange rate.
There are currently nineteen flour producers in Indonesia (source: Company, compiled from a number of sources). Since 1998, the Indonesian government has opened imports of flour by general importers, under the condition that the flour shall meet the National Standards (Standar Nasional Indonesia) for flour. The policy to open imports of flour and provision of licenses to establish flour mills guarantee the availability of supply for the Companys main raw material.
The Company purchases all of its raw materials domestically and therefore is not dependent on imports of raw materials. In addition, the Company maintains more than one supplier for each of its raw materials and continues to conduct research to find other suppliers.
In its production process, the Company uses additional materials as fillings such as chocolate, cheese, kaya, coconut and strawberry jam. In addition, the Company uses bread improver to produce a higher quality bread.
The Company utilizes plastic packaging from domestic supplier for its product packaging.
Competition
The bread industry in Indonesia consists of: (1) mass production industry such as the Company, (2) home industry, and (3) boutique bakery industry. The above three sectors supply the bread to meet the needs of the Indonesian people.
The bread industry is a perfectly competitive industry. The industry trend for the next five years still shows a lot of potential along with the growth of income per capita and needs for practical and variety of food.
As a perfectly competitive industry, investors can come in and exit without high barrier. Investors can come in as mass producer, small or medium business or by opening a bread shop through franchise. The Companys nearest competitors are mass producers and private labels by retailers.
Industry challenges and trends
A significant challenge in the bread industry, particularly the mass production segment, is the ability to distribute its products efficiently and accurately. The Company applies a supply chain management as bread is a perishable product that requires proper distribution including the management of expired products.
Another challenge is that the taste of the products made by the Company must be acceptable to the Indonesian people. 53
Similar to the food and beverage industry, the trend of the bread industry for the next five years is towards functional needs, such as bread containing high fiber, calcium, Docosahexaenoic acid (DHA), Omega 3 and others that are essential for health. Adequacy of vitamins and mineral in bread products are also a must.
4. Strategy and Business Plan
The Company implements the following strategy in its business development:
- Implementing supply chain management (SCM), a management activity that monitors movement of materials from suppliers, producers, distributors, retailers to consumer, involving coordination, collaboration and integration of a chain of processes inside and outside the Company. The implementing a good SCM, the Company becomes more efficient and competitive. - Using SAP as enterprise resources planning software, an information technology that assists in the analysis of transaction process between the Company and its customers and suppliers. By utilizing SAP, data can be analyzed quickly and accurately so that the Company has a competitive strength compared to similar companies. - Opening factors in other areas in Indonesia to meet the needs for quality, halal, clean and hygienic products. - Producing new products, be it bread and bread-based snacks. - Selecting appropriate distribution channels that can distribute the Companys products quickly and accurately. Minimarkets, supermarkets and hypermarkets are distribution channels that are appropriate for the Companys products. In addition, the Company works with food peddlers by financing the tricycles to enable distribution of products directly to the consumer from home to home. The Company also utilizes traditional shops such as mom-and-pop stores, canteen and cooperatives. - The Company continues to maintain a mutually beneficial relationship with its customers. The margins provided to its customers are competitive compared to other consumer products. - From a promotional perspective, the Company continuously strives to show its consumer of the cleanliness of the Companys production facilities and the Companys efforts to implement good manufacturing practice and sanitation by receiving factory visit from Mondays through Fridays as well as placing commercials and ads through various media to emphasize the strengths of the Companys products - The Company plans to expand by opening factories in locations near its consumer to manage the limited shelf life of the Companys products of five days.
5. Environmental management and monitoring
The Company uses facilities available within the industrial estates where the Companys factories are located for waste management.
Based on Decree of State Minister for Investment/Chairman of BKPM No. 74/T/INDUSTRI/1999 on the Granting of Industrial Permit dated February 22, 1999, the Company must follow the terms of the Statement of Environmental Management and based on Decree of Chairman of BKPM No. 367/T/INDUSTRI/2005 on Expansion Approval dated May 11, 2005, the Company must follow the terms of the Environmental Management (UKL) and Environmental Monitoring (UPL) documents, amongst others:
a. Conduct proper environmental management in accordance with the types of wastes, b. Conduct monitoring of wastes c. Conduct biannual monitoring of the following wastes: - Solid wastes, such as raw material and supporting material packaging, raw material wastes, defective products, fats, expired products, used masks and gloves or domestic wastes of paper and plastics, - Liquid wastes, such as liquid wastes from factories, used oil and domestic liquid wastes from toilets and water for crates, - Air, such as noise inside and outside the office and factories, - Gas, such as office areas and emission from smoke chimneys, - Air, such as dusts in the office areas, emission dusts, dusts outside the factories and working environment. 54
Based on the above, the Company has met its obligations by issuance of Letter from the Bekasi Regency Head of the Office of Environmental and Mining Impacts Control dated June 22, 2007, responding to letter from the Company No. 006/HRD-GA/XII/2006 dated December 11, 2006, stating that upon inspection, the Companys UPL and UKL documents are in accordance with Response Letter No. 660.2.1/09/ADL/DPDLP dated January 18, 2007. The Company stated that it is willing to renew the UKL and UPL documents if there is a change in the Companys factories in terms of capacity, process and others, or every three years since the UKL and UPL documents are first submitted.
The Company has also met its obligations by issuance of Letter from the Pasuruan Refency Head of the Office of Environmental and Mining Impacts Control dated March 15, 2006, responding to letter from the Company dated March 3, 2006, No. 004/LT NIC/III/06, stating that the Companys UKL and UPL documents are in accordance with Response Letter No. 666/195a/424.086/2006 dated March 10, 2006. 6. Research and development
To be able to produce quality products that are demanded by the consumer, the Company maintains a research and development facilities that include a laboratorium and experts in the bread making technology. In addition, the Company is supported by Shikishima Baking Co., Ltd., an affiliate, in providing know how.
7. Corporate Social Responsibility
The Company participated in the following activities, amongst others, in the implementation of its corporate social responsibility:
- Providing the Companys products to orphanages located around the Companys factories, such as Baitur Rahman Orphanage in Malang, Ulin Nuha Orphanage in Sidoarjo and Sunan Kalijaga Orphanage in Sidoarjo. - Providing the Companys products as participation in the Moslem New Year 1431 H celebration in Al-Kautsar elementary school, Cikarang. - Providing the Companys products as participation in the 2005 and 2006 Christmas celebration in St. Antonius Padova church, Pasuruan. - Providing the Companys products as participation in the Christmas celebration with the Christian communities in Jababeka and the surrounding areas in 2009. - Accepting students as interns such as students of Karya Bhakti 4 Technical School in Bekasi (2009 and students of the Industrial Engineering of the Technology Faculty of Trisaksi University, Jakarta (2009). - Providing the Companys products as participation in the Danger and Impacts of Drugs. - Providing the Companys products as participation for Gita Taruna Melati Drum Band of Muhammadiyah I elementary school, Sidoarjo (2009). - Providing the Companys products as participation in the Mass Circumcision X/2007 in Nurul Iman Mosque, Malang. - Working with Sonora and M radios to distribute the Companys products to break the fast in the Citra Marga and Jasa Marga toll gates. - Opening factory visit to the public to directly see the Companys production process. 8. Good Corporate Governance
To protect the interests of all stakeholders and to increase shareholders value, the Company exercises good corporate governance in its business activities. The Company is committed to follow business ethics and transparency principle in accordance with the prevailing laws and regulations.
As part of the implementation of good corporate governance, the Company has appointed an Independent Commissioner, Unaffiliated Director, Corporate Secretary, Internal Audit Department and will form an Audit Committee within six months from the listing date of the Company in accordance with Bapepam regulation IX.I.7. 55
IX. SUMMARY OF IMPORTANT FINANCIAL INFORMATION
The following table summarizes the Companys financial statements for the years ending December 31, 2009, 2008, 2007, 2006 and 2005 that have been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with unqualified opinion.
Balance sheet (in millions of Rupiah) Description December 31 2009 2008 2007 2006 2005 ASSETS CURRENT ASSETS Cash and cash equivalents 57,945 52,878 8,249 9,299 6,567 Trade payables third parties 53,135 42,717 28,222 18,305 16,514 Inventories 9,075 7,280 5,225 3,237 2,733 Restricted time deposits 13,018 - - 1,758 2,028 Prepaid expenses and other current assets 4,412 1,326 1,327 5,618 1,028 Total current assets 137,585 104,200 43,023 38,217 28,870
NON-CURRENT ASSETS Fixed assets net of accumulated depreciation 204,681 201,431 123,499 113,441 116,206 Guarantee deposits 4,346 2,600 2,148 1,517 791 Claims for tax refund 43 43 689 43 43 Other non-current assets 323 339 109 119 136 Total non-current assets 209,393 204,413 126,445 115,120 117,176
TOTAL ASSETS 346,978 308,613 169,468 153,337 146,046
LIABILITIES CURRENT LIABILITIES Bank loans - - - 6,827 - Trade payables third parties 37,635 24,975 17,757 12,354 9,616 Other payables 13,108 34,423 3,676 5,806 13,480 Taxes payable 12,162 11,857 4,599 2,202 1,296 Accrued expenses 7,543 5,597 5,499 6,566 4,537 Current maturities of long-termloans: Bank loans 25,000 14,588 5,000 12,506 13,685 Other loans - - 169 458 403 Total current liabilities 95,448 91,439 36,700 46,720 43,017
NON-CURRENT LIABILITIES Customers deposits 4,420 2,979 2,436 1,851 1,209 Long-termbank loans net of current maturities 68,750 75,465 35,000 28,669 35,338 Convertible bonds - - - 22,929 22,929 Deferred tax liability net 6,590 5,195 5,049 3,956 3,153 Estimated liability for employee benefits 3,929 2,810 1,969 1,604 1,156 Total non-current liabilities 83,690 86,449 44,454 59,011 63,784
TOTAL LIABILITIES 179,138 177,888 81,154 105,731 106,802
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 346,978 308,613 169,468 153,337 146,046
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Profit and Loss Statement (in millions of Rupiah) Description 12 months 2009 2008 2007 2006 2005 Net sales 485,920 383,553 250,513 193,027 143,203 Cost of goods sold 263,821 222,360 145,660 111,579 83,924 Gross profit 222,099 161,193 104,853 81,448 59,280 Operating expenses: Selling 113,068 83,360 62,190 49,608 35,578 General and administrative 20,735 16,166 12,703 11,550 10,305 Total operating expenses 133,803 99,526 74,894 61,158 45,883 Income from operations 88,295 61,667 29,959 20,290 13,397 Other income (expenses) Sales of scrap 5,517 3,981 2,875 1,928 1,731 Interest income 1,328 661 170 281 252 Gain (loss) on sale of fixed assets net 51 (21) 3 96 (17) Interest expense (12,356) (5,268) (6,741) (9,562) (6,124) Gain (loss) on foreign exchange net (1,932) (414) 16 (61) 649 Others net (412) (180) (83) (124) (469) Other expenses net (7,804) (1,242) (3,760) (7,440) (3,978) Income before income tax 80,491 60,425 26,199 12,849 9,419 Income tax expense: Current 21,981 17,867 7,328 3,684 3,008 Deferred 1,396 146 1,092 804 737 Total 23,376 18,013 8,421 4,487 3,745 Net income 57,115 42,412 17,778 8,362 5,674
EBITDA 109,411 76,434 42,604 31,689 21,971
Financial ratios
Description December 31 / 12 months 2009 2008 2007 2006 2005 Growth ratios (%) Sales net 26,7 53,1 29,8 34,8 28,1 Gross profit 37,8 53,7 28,7 37,4 24,9 Income fromoperations 43,2 105,8 47,7 51,5 -9,4 Net income 34,7 138,6 112,6 47,4 -9,5 Assets 12,4 82,1 10,5 5,0 74,8 Liabilities 0,7 119,2 -23,2 -1,0 61,9 Shareholders equity 28,4 48,0 85,5 21,3 123,4 Business ratios (%) Gross profit/sales 45,7 42,0 41,9 42,2 41,4 Income fromoperations/sales 18,2 16,1 12,0 10,5 9,4 Net income/sales 11,8 11,1 7,1 4,3 4,0 Net income/average equity 38,3 38,7 26,2 19,3 20,0 Net income/average assets 17,4 17,7 11,0 5,6 4,9 Financial ratios (x) Liabilities/shareholders equity 1,07 1,36 0,92 2,22 2,72 Liabilities/assets 0,52 0,58 0,48 0,69 0,73 Bank loans/shareholders equity* 0,56 0,69 0,45 1,01 1,25 Current assets/current liabilities* 1,44 1,14 1,17 0,82 0,67 EBITDA/interest expense* 8,86 14,51 6,32 3,31 3,59 Productivity ratios Inventory turnover (x) 32,26 35,57 34,43 37,38 29,58 Inventory days (days) 11 10 10 10 12 Receivables days (days) 36 34 34 33 34 Notes: * ratios for bank loans financial covenants, with the following requirements: - Debt to equity ratio of not more than 2 - EBITDA to interest expense and principal amortization of note less than 1.25 - Current ratio of not less than 1
57
X. SHAREHOLDERS EQUITY
1. Capital structure
The following table shows the Companys equity position based on the Companys financial statements for the years ending December 31, 2009, 2008 and 2007, which have been audited by the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with unqualified opinion:
(in millions of Rupiah) Description December 31 2009 2008 2007 Authorized, issued and fully paid 86,051 86,051 17,349 Additional paid-in capital 350 350 30,123 Advances for future stock subsription - - 38,928 Retained earnings 81,440 44,325 1,913 Total shareholders equity 167,840 130,725 88,313
2. Change in the Companys capital structure
Pursuant to Deed No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010, and registered in the Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010, the Companys shareholders approved the change of the par value of the Companys shares from Rp1,000 per share to Rp100 per share.
On April 5, 2010, the Company submitted a Registration Statement to Bapepam-LK in relation to an Offering of 151,854,000 shares.
Had the Offering of 151,854,000 shares with par value of Rp100 per share at the offer price of Rp1,275 per share occurred on December 31, 2009, the proforma equity as of that date would have been as follows:
(in millions of Rupiah) Description Issued and paid-up capital Additional paid-in capital Retained earnings Total equity Equity position based on financial statements of December 31, 2009, with a total of 86,050,000 issued and paid-up shares with par value of Rp1,000 per share
86,051
350
81,440
167,840 Change in equity after December 31, 2009, assuming it had happened on December 31, 2009: - Stock split, changing the par value from Rp1,000 per share to Rp100 per share
-
-
-
- Change in equity after December 31, 2009, assuming it had happened on December 31, 2009: - Offering of 151,854,000 shares at the offer price of Rp1,275 per share
15,185
178,428
-
193,614 Proforma equity at December 31, 2009, after the Offering
101,236
178,778
81,440
361,454
58
XI. DIVIDEND POLICY
All of the Companys issued and paid-up shares, including the Shares offered in this Offering, have the same rights and entitlements and are equal in all respects, including with respect to rights to dividend distributions.
In accordance with the prevailing laws, dividend distributions are approved by shareholders in an annual shareholders meeting based on proposal from the Board of Directors. The Companys articles of association state that dividends can only be distributed in accordance with the Companys financial capacity based on decision taken in an annual shareholders meeting. The Board of Directors may amend the dividend policy from time to time with the approval from an annual shareholders meeting.
The Company plans to distribute cash dividends at least once a year. Without prejudice to the Companys financial condition and the right of an annual shareholders meeting to otherwise determine based on the Companys articles of association, the amount of cash dividend to be distributed is related to the Companys profits in the relevant fiscal year. The Companys management plans to propose an annual dividend distribution of a maximum of 30% of the Companys net profit in the relevant fiscal year.
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XII. TAXATION
Income tax on dividends are imposed pursuant to the prevailing laws. By virtue of Law No. 36 of 2008 (effective date January 1, 2009) on the fourth amendment to Law No. 7 of 1983 on Income Tax, dividends or distributions of profit received by resident corporate taxpayers, cooperatives, state-owned enterprises or regional government-owned enterprises, arising out of capital participation in a business entity established and domiciled in Indonesia, are not subject to income tax as long as the following conditions are met:
a. The source of dividends is from retained earnings, and b. For limited liability companies, state-owned enterprises and regional government-owned enterprises receiving dividends, they must hold at least 25% from the issued and paid-up capital in the company that distributes the dividends.
Pursuant to Government Regulation No. 14 of 1997 dated May 29, 1997, on Amendment to Government Regulation No. 41 of 1994 on Income Tax on Sale of Shares in the Stock Exchange and Circular of the Directorate General of Tax No. SE-06/PJ.4/1997 dated June 20, 1997, on Collection of Income Tax on Income from Sale of Shares in the Stock Exchange, which revises Circular of the Directorate General of Tax No. SE-07/PJ.42/1995 dated February 21, 1995, on Imposition of Income Tax on Income from Sale of Shares in the Stock Exchange:
a. Income received by individuals and entities from sale of shares in the stock exchange are subject to a final income tax of 0.1% from the gross value of the transaction, which shall be deducted by the stock exchange through the broker upon settlement of transaction b. Founding shareholders are subject to additional final income tax of 0.5% from the value of the shares held by them at initial public offering, which can be paid by the company on behalf of the founding shareholders within one month from the listing date of the shares in the stock exchange c. Should the founding shareholders choose not to pay this final income tax, they are subject to capital gain tax upon divestment of their shares, which is calculated based on the prevailing capital gain tax rate as stipulated in Article 17 of Law No. 36 of 2008.
Pursuant to Decree of the Minister of Finance of the Republic of Indonesia No. 651/KMK.04/1994 dated December 29, 1994, on Certain Investment Areas Providing Income to Pension Funds Sanctioned under the Minister of Republic of Indonesia That are Exempted from Income Tax, income of pension funds which have received approval from the Minister of Finance of the Republic of Indonesia is not subject to income tax if such income is received or obtained from investment in shares traded in the Indonesian Stock Exchange.
In accordance with Article 17 paragraph 2(c) of Law No. 36 of 2008, the highest rate on dividends to resident taxpayers is 10% final tax.
Dividends paid or payable to non-resident taxpayers are subject to withholding tax in accordance with Article 26 of Law No. 36 of 2008 at the rate of 20% or lower if such dividends are received by shareholders who are tax residents of or domiciled in a country that has signed a treaty with Indonesia on the avoidance of double taxation. In order to obtain the lower rate, the non-resident taxpayer must comply with Circular of the Director General of Tax No. SE- 03/PJ.101/1996 dated March 29, 1996, which requires the non-resident taxpers to submit an original Certificate of Domicile from the foreign countrys competent tax authority and confirmation of the address or residence of the party receiving dividends. In the case of individual recipient, the country of domicile shall be the country where the individual resides, while for legal entities, the country of domicile shall be the country where the shareholder or more than 50% of the shareholders, individually or collectively, resides, or where the effective management resides. The Certificate of Domicile shall be valid for one year and has to be renewed, except for banks where the certificate will continue to be valid as long as the bank does not change its address.
Prospective purchasers of the Shares in this Offering should consult their own tax consultants with respect to any tax consequences that may arise from the purchase, holding and sale of the Shares.
60
Companys Taxation
On April 26, 2010, the Company received a Tax Claim Letter in relation to penalty over the late payment of Article 21 Income Tax for the period of December 2009 in the amount of Rp200,333. The Company has fully settled this claim on May 10, 2010. 61
XIII. UNDERWRITING
1. Information Regarding Underwriting of Securities
Pursuant to the terms and conditions of the Deed of Underwriting Agreement of the Initial Public Offering of PT Nippon Indosari Corpindo Tbk No. 01 dated April 1, 2010, as amended by Addendum I to the Deed of Underwriting Agreement of the Initial Public Offering of PT Nippon Indosari Corpindo Tbk No. 38 dated June 9, 2010, both drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, and its amendments and/or additions and/or renewals to be made, the Underwriters listed herein agree to underwrite on a full commitment basis the Shares offered by the Company in this Offering on a several basis based on each underwriters underwriting commitment and committed to purchase the unsold portion at the end of the Offering Period.
The above agreements constitute comprehensive agreements which supersede any agreements which may have been previously entered into regarding matters set forth in the agreements and there shall be no other agreements made amongst the parties that contradict with the agreements.
The Underwriters participating in the underwriting of the Companys Offering have agreed to carry out their duties in accordance with Bapepam-LK Regulation No. IX.A.7, Attachment to Decree of the Chairman of Bapepam-LK No. KEP-45/PM/2000 dated October 27, 2000, on Responsibilities of Allotment Manager in the Subscription and Allotment of Securities in a Public Offering.
The list and underwriting commitment from each underwriter are as follows:
The Capital Market Law defines affiliation as the following:
a. Family relationship due to marriage and lineage up to the second level, both horizontally and vertically b. Relationship between parties and their employees, directors and commissioners c. Relationship between two companies having one or more common members of the Board of Directors or Board of Commissioners d. Relationship between a company and parties directly and indirectly controlling, are controlled or under common control 62
e. Relationship between two companies controlled, directly and directly, by the same party, or f. Relationship between a company and its main shareholder.
The Underwriters are not affiliated to the Company as defined in the Capital Market Law.
2. Share price determination
The price per share in this Offering has been determined based on mutual agreement between the Company and the Lead Underwriter and considering the following factors: - market demand that was reflected in the results of the book building; - the Companys business activities in the consumer product sector.
Based on the above, the Company and the Lead Underwriter have agreed on the share price in the Offering of Rp1,275 per share.
The Companys share price after listing in the Stock Exchange may experience an increase or a decline compared to the offering price. The price fluctuations may come as a result of market mechanism. 63
XIV. CAPITAL MARKET SUPPORTING PROFESSIONALS
The capital market supporting professionals of this Offering are as follows:
1. Public accountant: Purwantono, Suherman & Surja Indonesia Stock Exchange Building Tower 2, 7 th Floor Jl. Jenderal Sudirman Kav. 52-53 Jakarta 12190 Tel: (021) 52895000 Fax: (021) 52894100 Public Accountant Permit No. 05.1.0973 in name of Benyanto Suherman STTD No. 16/BL/STTD-AP/2006 in name of Benyanto Suherman
Appointment Letter No. PSS-38673/02 dated December 1, 2009.
The main duties and responsibilities of the public accountant in this Offering is to conduct an audit based on accounting standards set by the Indonesian Public Accountants Institute, in which an independent auditor must plan and conduct audit to obtain adequate assurance that the financial statements are free from material misrepresentation. The independent auditor is responsible for the opinion given for the audited financials statements.
The audit carried out by the independent auditor covers the examination and testing of the supporting evidence and the disclosure made in the financials statements as well as the evaluation over the accounting principles used and the estimates made by management towards the presentation of the overall financial statements.
2. Legal counsel: Hadiwidjojo Wirya Mukhtar Ardibrata Law Offices Haery 1 Building, 4 th Floor Jl. Kemang Selatan Raya No. 151 Jakarta 12560 Tel: (021) 7891908 Fax: (021) 7891909 Capital Market Legal Counsel Association member No. 200815 in name of Kukuh Komandoko H. STTD No. 541/PM/STTD-KH/2004 in name of Kukuh Komandoko H.
Appointment Letter No. 299/KKO-HWMA/2009 dated November 19, 2009. The main duties and responsibilities of the legal counsel in this Offering is to conduct an examination from a legal perspective of facts regarding the Company and other related information that is provided by the Company. The results of the examination are presented in a Legal Audit that is the basis for the Legal Opinion that is given objectively and independently, referring to the code of ethics, profesional standards and the prevailing capital market regulations.
3. Asset appraiser : Felix Sutandar & Partners Jl. Balikpapan I No. 6 Jakarta 10130 Tel: (021) 63851341/42/43 Fax: (021) 63851340 License from the Ministry of Finance of the Republic of Indonesia No. P-1.09.00128 in name of Wahyu Sri Utomo, ST Member of Indonesian Professional Appraisers Community (Masyarakat Profesi Penilai Indonesia) No. 03-S-01747 in name of Wahyu Sri Utomo, ST STTD No. 39/BL/STTD-P/A/2009 atas nama Wahyu Sri Utomo, ST
Appointment Letter No. 044/FSR/Spn-wsu/0107/2010 dated January 7, 2010. 64
The main duties and responsibilities of the Appraiser in this Offering is determine the market value of the Companys fixed assets based on the Professional Standards and the prevailing capital market regulations on appraisal of market value on fixed assets owned/controlled by the Company.
4. Share Registrar: PT Raya Saham Registra Plaza Sentral, 2 nd Fl. Jl. Jenderal Sudirman Kav. 47-48 Jakarta 12930 Tel: (021) 2525666 Fax: (021) 2525028 License: Kep-79/PM/1991 dated September 18, 1991, in name of PT Risjad Salim Registra.
Appointment Letter No. 011/DIR-RSR/PWR/2009 dated December 29, 2009. As per the Standards of the Profession and the prevailing Capital Market Law, the main duties and responsibilities of the Share Registrar in this Offering is to receive orders for Shares in the by way of Share Subscription Form and Share Subscription List that have been completed with the required documents and have been approved by the Lead Underwriter as subscriptions valid for allocation, as well as to administer the share subscription in accordance with the available applications. Together with the Lead Underwriter, the Share Registrar has the right to reject unqualified subscription based on the agreed upon regulations. In addition, the Share Registrar shall issue allocation confirmation form and prepare the initial public offering report based on the prevailing regulations.
5. Notary: FX Budi Santoso Isbandi, SH Jl. Tanah Abang II No. 5 Jakarta 10160 TelFax: (021) 3446579 Faksimili: (021) 3509008 STTD No. 50/STTD-N/PM/1997 in name of FX Budi Santoso Isbandi, SH
Appointment Letter No. 002/NIC/II/2010 dated February 9, 2010. The scope of work of the Notary of supporting professional in this Offering is to, amongst others, prepare and draw the deeds relating to the agreements of the Offering, including the amendment of the Companys articles of association, and the Underwriting and Share Registration Agreements, in accordance with the regulations and notarys code of conduct.
None of the capital market professionals involved in this Offering is directly or indirectly affiliated to the Company as defined in the Capital Market Law. 65
XV. LEGAL OPINION
No.: 258/KKO-HWMA/0610 Jakarta, 9 June 2010
PT Nippon Indosari Corpindo, Tbk. Kawasan Industri Jababeka Jalan Jababeka XII A Blok W 40-41 Cikarang/Bekasi Jawa Barat
Re : LEGAL OPINION ON PT NIPPON INDOSARI CORPINDO, TBK IN CONNECTION WITH THE PREPARATION OF INITIAL PUBLIC OFFERING
Dear Sir,
The undersigned below, Kukuh Komandoko Hadiwidjojo, S.H., M.Kn., Advocate and Legal Consultant of Hadiwidjojo Wirya Mukhtar Ardibrata Law Offices, having its office at Haery I Building, 4 th Floor, JL. Kemang Selatan Raya No.151, South Jakarta - 12560, Indonesia and admitted as capital market counsel under Registration Letter for Capital Market Supporting Professional at the Capital Market Supervision Board and Financial Institution (hereinafter shall be referred to as the BAPEPAM & LK) Number 541/PM/STTD-KH/2004 and listed as member of Association of Capital Markets Legal Consultants Number 200815 and has been appointed by PT Nippon Indosari Corpindo, Tbk., a limited liability company domiciled in Jakarta (hereinafter referred to as the ISSUER) in accordance with Letter of Appointment Number 299/KKO-HWMA/2009, dated 19 November 2009, to provide a legal opinion (hereinafter shall be referred to as the "Legal Opinion") as required by the applicable regulations of capital markets in connection with the Issuer plans to offer and sell of its shares to the public through the Indonesian Stock Exchange, at the maximum of 151,854,000 new shares with a nominal value of each share amounting to Rp.100,00 (one hundred rupiah) or in the aggregate value of Rp.15.185.400.000,- (fifteen billion a hundred and eighty five million and four hundred thousand Rupiah) (hereinafter shall be referred to as the Initial Public Offering).
In regard to the prevailing laws and regulations of capital market and in connection with the Initial Public Offering, Issuer has signed: (i) Share Administration Agreement with PT. Raya Saham Registra, as evidenced in Deed of Share Administration of PT. Nippon Indosari Corpindo, Tbk Number 2, dated 1 April 2010, made before FX Santoso Isbandi, S.H., Notary in Jakarta (hereinafter shall be referred to as the Share Administration Agreement) and also the Addendum/Amendment I to the Deed of Share Administration of PT. Nippon Indosari Corpindo, Tbk Number 39 dated 9 June 2010, drawn up before the same Notary; (ii) Underwriting Agreement with PT. OSK Nusadana Securities Indonesia, as evidenced in Deed of Underwriting Agreement of PT. Nippon Indosari Corpindo, Tbk Number 01, dated 1 April 2010 made before FX Santoso Isbandi, S.H., Notary in Jakarta (hereinafter shall be referred to as the Underwriting Agreement) and also the Addendum/Amendment I to the Deed of Underwriting Agreement of PT. Nippon Indosari Corpindo, Tbk Number 38 dated 9 June 2010, drawn up before the same Notary; (iii) Equity Registration Agreement in Indonesian Central Securities Depository Number SP-003/PE/KSEI/0310 dated 4 March 2010
(hereinafter referred to as the Equity Registration Agreement); and Preliminary Agreement of Securities Listing with PT. Bursa Efek Indonesia dated 05 April 2010 (hereinafter referred to as the Preliminary Agreement of Securities Listing).
In accordance with the prevailing laws and regulations of capital market, in favor of the effectiveness of Registration Statement on Initial Public Offering, the Issuer shall have received a notice from Bapepam & LK concerning the effective registration statement of Initial Public Offering (hereinafter shall be referred to as the "Registration Statement").
In connection with Initial Public Offering, all of shareholders in the Extraordinary General Meeting of Shareholders has approved the Initial Public Offering plan and grant authority to the Board of Directors to perform the Initial Public Offering, as evidenced in Deed of Shareholders Resolution Statement Number 86, dated 24 February 2010, made before FX Budi Santoso Isbandi, S.H., Notary in Jakarta, which deed has obtain an approval from the Ministry of Law and Human Rights according to Decree Number AHU-12936.AH.01.02.Tahun 2010, dated 12 March 2010, and registered in Company List Number AHU-0019036.AH.01.09.Tahun 2010, dated 12 March 2010.
As disclosed in the Issuers Statement Letter, dated 9 June 2010, after being deducted by any cost incurred in relation to the Initial Public Offering, the Issuer will use the remaining proceeds to increase capital and financing the business development as follows:
1. Approximately 75% (seventy five percent) of the proceeds will be used for the construction of new factories; and 2. Approximately 25% (twenty five percent) of the proceeds will be used for the repayment of bank loans.
BASIS, SCOPE AND QUALIFICATION
The Legal Due Diligence Report and Legal Opinion has been made on the basis, scope and qualifications as follows and without prejudice basis, scope and other restrictions as well as assumptions which we had stated in other parts of the Legal Due Diligence Report:
1. This legal opinion is rendered based on the legal due diligence that we have made and write down in our legal due diligence report (hereinafter shall be referred to as the Legal Due Diligence Report) and which is an integral part with this Legal Opinion.
2. Unless the context expressly stipulated otherwise in Legal Due Diligence Report and Legal Opinion, Legal Due Diligence Report and Legal Opinion consist of: (1) legal aspect of the Issuer since the establishment until the date hereof; and (2) legal aspect of the Initial Public Offering have complied with: (a) applicable laws and regulations of capital market, and (b) Legal Examination Standard and Legal Opinion Standard as contain in HKHPM Decree Number KEP.01/HKHPM/2005, dated 18 February 2005, (hereinafter referred to as the
Legal Standard) issued by the Association of Capital Market Legal Consultants.
3. The Legal Due Diligence Reports and Legal Opinion has been made and submitted under the laws and jurisdiction of the Republic of Indonesia, therefore, the Legal Due Diligence Report is not intended to be applied or interpreted according to any other laws and jurisdictions.
4. In conducting the Legal Due Diligence Report, we have examined and reviewed:
(i) Provisions of the applicable laws and regulations in Indonesia, which based on our opinion is related to Legal Due Diligence, especially to the capital market area; (ii) Original documents and or copies of the document or other copies by other means of reproduction of the Issuer that has been provided and/or shown to us for the purpose of the Legal Due Diligence Report, which based on the Issuers statement are authentic, true and accurate.
5. In consideration with the above number 2, 3 and 4, our Legal Due Diligence is limited to the examination of documents and therefore, this Legal Due Diligence Report and Legal Opinion contained only for the legal aspects of:
I. Establishment of the Issuer, the deed of establishment; articles of association and its amendments, capital structure and ownership and transfer of shares of the Issuer. II. Licenses, approvals and registration of the Issuer that we deem significant and material. Ownership of assets and property insurance coverage that we deem important and material. III. Fulfillment of Issuerss obligations to: (i) obtain a taxpayer registration number and propose an Annual Income Tax return for fiscal year 2009, (ii) comply with formal requirements in labor field, (iii) comply with formal requirements in environmental field and (iii) comply with another legal obligations (if any) which applied to the Issuer according to its business licensings. IV. Material and important agrements between Issuer and third parties. V. Corporate actions which made by the Issuer in connection with Initial Public Offering. VI. Information regarding civil cases, criminal, labour and taxes which may involve the Issuer before the judicial board and Indonesian National Board of Arbitration. VII. Information regarding : (i) registration of postponement of debt settlement obligation which might be done by, or bancruptcy statement which might be done on Issuer, as referred in Law number : 37 Year 2004 concerning Bancruptcy and Posponement of Debt Settlement Obligation on Commercial Court in Central Jakarta District/Commercial Court and (ii) dissolution or liquidation of Issuer as referred in Law Number : 40 Year 2007 concerning Limited Liability Company (hereinafter referred to as the UUPT) in the judicial board where the
Issuer domiciled and / or have business facilities that we consider important and material.
6. Our responsibilities as an independent Legal Consultant for the Initial Public Offering of of the Issuer, and in connection with the Legal Due Diligence, Legal Due Diligence Report and Legal Opinion is limited to the legal consultants responsibilities as defined in Article 80 of Law Number 8 Year 1995 concerning Capital Market (hereinafter referred to as the UUPM) and other provisions of legal profession code of ethics which apply to us.
7. In conducting the Legal Due Diligence Report, we have implemented a materiality principle as required in Legal Standard, and provisions that the materiality value is also determined by the Issuer by the way of approving our disclosure of information, data and facts related to the Issuer, as described in Legal Due Diligence Report.
8. Eventhough number 7 as above mentioned stated so, in conducting the Legal Due Diligence, preparation of Legal Due Diligence Report and provide a Legal Opinion, we do not : (i) provide assessment or opinion of fairness of commercial value from Initial Public Offering, (ii) provide assessment or opinion of fairness of commercial or financial value of Issuers assets, (iii) provide assessment or opinion regarding commercial and legal position of Issuer in Initial Public Offering, (iv) provide assessment or opinion regarding compliance, accuracy, and correctness of the tax payment obligations of the Issuer, the obligations of the Issuer to its creditors, and fulfillment of obligations beyond the legal aspects and contractual or other liabilities of the Issuer.
9. In conducting Legal Due Diligence and preparing Legal Due Diligence Report and also providing Legal Opinion, we have implemented 2 (two) supervision levels, which are supervision by Partner who is responsible of, and sign inLegal Due Diligence Report and Legal Opinion, and supervision by middle level supervisor who supervise the examination conducted by the executive staff in accordance with best legal practice standards that we adopt and apply in our legal profession and the Legal Standards that are applicable for us.
10. We do not only conduct Legal Due Diligence according to the examination and interpretation of what is written in documents that provided to us, but also according to the substances of those documents, and if the supporting documents are unavailable to support a legal transaction involving the Issuer and/or its assets that we consider as important and material, we rendered to facts which based on our best knowledge, supporting apparent legal relation in accordance with concepts, practices and legal customs which basedon our best knowledge, are applicable in Indonesia for transaction or legal relation referred to, and as long as necessary, we also rendered to the written statement and confirmations provided by the Issuer and/or other related parties.
DOCUMENTS REVIEWED
Legal Opinion of Initial Public Offering plan as described above is made by examining and researching the applicable laws and regulations in Indonesia, particularly those involving capital markets, information and statements from members of the Issuers Board of Directors and Commissioners, opinions or statements from another independent consultant party which is necessary and also documents that are directly related to the legal aspects of the Issuer and the Initial Public Offering, either the original or a copy or a duplicate of which has been declared true and accurate by the Issuer, inter alia:
1. Articles of Association and its amendment of the Issuer;
2. Permits that obtained by the Issuer consist of licenses, approvals, legalizations and statements provided or issued by the Government of Republic of Indonesia, and registrations made by the Issuer, in this matter including BAPEPAM & LK, Department of Trade, Department of Finance, Department of Law and Human Rights, Department of Public Works, regional government and also another government bodies and institutions, as attached on Legal Due Diligence Report (hereinafter shall be referred to as Permits);
3. Transactions and agreements which we have deemed as important and material connecting to the core business and activities of the Issuer, whether the Issuer shall be a party in it or of its assets which we have deemed as important and bound material, including agreements that related to its activities and business activities, agreements that related to financing facilities received by Emiten and agreements made between the Issuer and all the parties affiliated with the Issuer (hereinafter shall be referred to as the Agreement), as specified in the Legal Due Diligence Report;
4. Issuers Property consisting of land and buildings, motor vehicles, as well as other issuers assets that we have deemed asimportant and material as specified in the Legal Due Diligence Report;
5. Insurance policies that we have considered as important and material relating to the closure of the risks that may occur on Issuers assets that we have deemed as important and material as specified in the Legal Due Diligence Report;
6. The Issuers Financial Statement and Independent Auditor Report for fiscal years ended on 31 December 2009, 2008 and 2007 which have been examined by Registered Public Accountant Office Purwantono, Sarwoko, dan Sandjaja (hereinafter shall be referred to as the Financial Statement);
7. Agreements and statements that related to Initial Public Offering including: a. Share Administration Agreement; b. Underwriting Agreement; c. Equity Registration Agreement; d. Preliminary Agreement of Securities Listing.
8. Corporate Documents of Issuer which required by the Issuers Articles of Association to conduct the Initial Public Offering;
9. Registration Statement of the Initial Public Offering which shall be proposed by the Issuer and Securities Underwriter to BAPEPAM & LK and another important documents which based on our opinion are closely relating to the Initial Public Offering and its attachments;
10. Fulfillment of the Issuers formal obligation in applicable labor and taxes law in Indonesia;
11. Fulfillment of the Issuers formal obligation in applicable environmental law in Indonesia;
12. Another documents which we havedeemed as important and material to be reviewed in connection with the Initial Public Offering;
All documents which become the basis of Legal Due Diligence Report and Legal Opinion, whether in the form of originals, copies or other duplicates or written statements from the Issuer and / or other parties and attachments also other documents submitted collectively with Legal Due Diligence Report shall be an integral part of Legal Due Diligence Report.
ASSUMPTIONS
This Legal Opinion shall be rendered with the following assumptions:
1. We assume that all the signatures on the original documents submitted and showed to us by the Issuer, and / or another third parties are authentic, and the documents submitted to us in copy form or another duplicates shall be in conformity with the originals documents;
2. We assume that the documents, statements, data, facts, information and explanations and also confirmations provided by the Issuer, and / or another third parties to us are already true, accurate, complete, not misleading and reflect the actual condition, and have not been changed until the date of the issuance of this Legal Opinion.
3. We also separately and independently, and on our own discretion, as long as possible by the rules and practices of applicable law, and as far as possible we do as an independent legal consultant, have conducted inspections and requested directly to third parties that we have deemed as relevant, including executive and judicative institutions to provide data, information, explanations, facts, statements, examinations and specific confirmations, whether oral or written, relating to some aspect of law which in our opinion are important and closely relating to the Legal Due Diligence, and for the purpose of providing Legal Opinions, we have assumed the truth, completeness, and correctness or accuracy of the data, facts and information, descriptions, requirements, inspection, and confirmation provided by these third parties until the date of the Legal Opinion.
Information, facts and opinions contained in this Legal Opinion or Legal Due Diligence Report may be affected if the assumptions mentioned above are not correct or incorrect or do not comply with reality.
LEGAL OPINION
After checking and examining the documents mentioned above and based on the basis of data, information, facts and, remarks, statements and assertions provided by the Issuer and third parties to us or available for us as the Issuers independent legal consultant for the Initial Public Offering and on the basis of the scope, limitations and assumptions mentioned above and by pointing Legal Due Diligence Report, we hereby convey our Legal Opinion as follows:
1. The Issuer is an Indonesian legal entity in the form of limited liability company and established for foreign investment, domiciled and having its main office at Cikarang, Bekasi and may open another branches or representative, whether inside or outside the Republic of Indonesia which legally established in accordance with laws and regulations of the Republic of Indonesia.
2. The establishment of the based on Deed of Establishment Number: 11 dated 8 March 1995 which has been amended with Deed of Amendment of Articles of Association Number: 274 dated 29 April 1995, both drawn up before Benny Kristianto, S.H., Notary in Jakarta, which deeds has obtained approval from Minister of Law and Human Rights (prior Minister of Justice of the Republic of Indonesia) in accordance with Decree Letter Number: C2-6209 HT.01.01.Th.95 dated 18 May 1995 and has been registered in register book in Bekasi District Court Office Number: 264 and 265 dated 14 September 1995, and also has been announced in State Gazette of the Republic of Indonesia Number: 94 dated 24 November 1995, Supplement Number: 9729/1995.
Articles of Association of the Issuer has been amended several times, most recently for the Initial Public Offering which has been amended with Deed of Limited Liability Company Shareholder Resolution Number: 86 dated 24 February 2010 drawn up before FX Budi Santoso Isbandi, S.H., Notary in Jakarta, which deed has obtained approval from Minister of Law and Human Rights in accordance with Decree Letter Number: AHU-12936.AH.01.02.Year 2010 dated 12 March 2010, and has been registered in Company List Number: AHU-0019036.AH.01.09.Year 2010 dated 12 March 2010.
Deed of Establishment and amendment of Issuers Articles of Association have been conducted in accordance with prevailing laws and regulations.
Articles of Association of the Issuer have implemented the provisions of BAPEPAM & LK Rule particularly Bapepam Rule Number IX.J.1 concerning Articles of Association of Companies Conducting Public Offerings and Public Companies and already contained the provisions related to Bapepam Rule Number IX.D.1, IX.D.2, IX.E.1 and IX.E.2. In addition, the Issuers Articles of Association havealso contained the provisions regarding Collective Custody as provided in Article 56-62 Section Two Chapter VII of Capital Market Law.
3. The Issuer shall be entitled to run the activities and its business in accordance with the permits. The purpose and objective of the Issuer as referred to in Article 3 of Article of Association of the Issuer is undertake to manufacture the bread, cakes and other foods.
To achieve the purpose and objectives as above mentioned, the Issuer may carry out its business activities as follows:
a. Core business activities: Construct of factories and produce all types of bread, including but not limited to all sort of bread, sandwiches and all kinds of cakes. b. Supporting business activities: marketing and selling all types of breads, including but not limited to all sort of bread, sandwiches and all kinds of cakes.
The Issuer in running its business activities has complied with the objectives and purposes as set forth in the Articles of Association of the Issuer and in compliance with the prevailing laws and regulations.
4. On the date of this Legal Opinion, the capital structure of the Issuer are as follows:
Authorized Capital : Rp. 344,000,000,000.00 (three hundred and forty four billion Rupiah), which consists of 3,440,000,000 (three billion and four hundred forty million) shares with a nominal value of each share of Rp. 100.00 (one hundred Rupiah). Issued and fully paid-up Capital : Rp. 86,050,600,000.00 (fifty billion eighty-six million six hundred thousand Rupiah) consisting of 860,506,000 (eight hundred sixty-six million five hundred thousand) shares.
The composition of the shareholders of the Issuer are as follows:
Shareholder Number of Share Nominal Value (Rp100.00)
Capital structure, transfer of shares and the composition of the shareholders of the Issuer since its establishment until the date of this Legal Opinion are: (i) valid and in accordance with the laws and regulations, and (ii) contents in the Prospectus are correct and in accordance with our assessment.
The Board of Directors of the Issuer has complied with its obligation to make the Register of Shareholders and Special List as referred to in Article 50 of the Company Law.
5. On the date of issuance of this Legal Opinion and in regard with the Deed of Shareholders Resolution Statement Number 36, dated 14 April 2010, made before FX Budi Santoso Isbandi, S.H., Notary in Jakarta, composition of the members of Board of Directors and Board of Commissioners of the Issuer are as follows:
BOARD OF DIRECTORS President Director : Wendy Sui Cheng Yap Director : Indrayana Director : Kaneyoshi Morita Director : Takao Okabe Director : Yenni Husodo Director : Chin Yuen Loke (and Unaffiliated Director)
BOARD OF COMMISSIONERS President Commissioner : Benny Setiawan Santoso Commissioner : Tan Hang Huat Commissioner : Seah Kheng Hong Conrad (and Independent Commissioner)
The members of Board of Directors and Board of Commissioners had been appointed pursuant to the Deed of Shareholders Statement Resolution No. 86, dated 24 February 2010, made before Isbandi FX Budi Santoso, SH, Notary in Jakarta. The members of Board of Directors and Board of Commissioners of the Issuer is served for a period of five (5) years as of the closing meeting of the Extraordinary General Shareholders which appoint them and shall be terminated at the closing of the 5 th (fifth) Annual General Meeting of Shareholders. Appointment of members of Board of Directors and Board of Commissioners of the Issuer has been legitimately made in accordance with the Articles of Association of the Issuer. The foresaid members of Board of Directors and Board of Commissioners Issuer has complied with the provisions of Bapepam Rule Number IX.I.6.
In accordance with the Statement Letter of the Issuer, dated 5 March 2010, The Audit Committee shall be established in accordance with the applicable regulations, at the latest within a period of six (6) months as of the date of commencement of the listing and trading of shares of the Issuer at the Indonesian Stock Exchange.
In regard with the Directors Decree of the Issuer Number 001/CS/NIC/II/2010 concerning the Appointment of Employee, dated 24 February 2010, Issuer has appointed Mrs. Arlina Sofia as a Corporate Secretary.
6. Issuer has obtained permits, in connection with its business activities and such permits are still valid. Permits that had expired or which have not obtained yet is not adversely affect the business, activities and operations of the Issuer. Issuer is currently processing the renewal of permits that must be obtained and we did not found obstacles that are significant to the Issuer to extend or obtain of such permits.
7. Issuer has complied with the provisions of its Articles of Association and the prevailing laws and regulations of capital market.
8. The Issuer has complied with the licensing, notification or approval related to Issuers Initial Public Offering plan from the government bodies and other parties which engage with the Issuer.
9. Issuer is entitled to create, sign and implement agreements. The making of any such agreements do not violate legal provisions and regulations applicable to the Issuer and of any other agreements which the Issuer is a party therein and / or assets of the Issuer that are important and bound materially, and Articles of Association of the Issuer, and agreements are therefore valid and binding on the parties therein, as well as at the date of the Legal Opinion, the Issuer has complied with its obligations as they fall due as stipulated in the agreements arising out of a notice or passage of time or both.
Initial Public Offering conducted by the Issuer does not conflict with the treaties in which the Issuer is a party therein, including but not limited to financing agreements that have been made by the Issuer, and in the framework of Initial Public Offering, the Issuer has obtained approval from its creditors.
10. Ownership and control of the Issuers assets, such as land and buildings, equipment, vehicles and other property that we deem important and material was legal and protected by a valid ownership documents. Issuers assets which can be insured, covered by insurances for the important risks. Whereas Issuers assets is currently not being in a state of dispute.
Among the machines, equipment, inventory and other assets owned by the Issuer, some of them are for collateral in Issuers Credit Agreement with PT Bank Central Asia Tbk, which is land with right to use of building permit (HGB) Number 227 and production machinery and equipment owned by the Issuer contained in the Deed of Fiduciary Security Number 2, dated 2 September 2009 and Fiduciary Deed No. 3, dated 2 September 2009. In addition to that, the machines are listed according Deed of Fiduciary No. 46, dated 25 June 2007 in the loan agreement with PT Bank Resona Perdania.
11. In accordance with the prevailing laws and regulations in manpower, (i) Issuer and its employees have joined into the employee social security (Jamsostek) in PT Jamsostek (Persero); (ii) have been conducting manpower report; (iii) Issuer has obtained the approval of Issuer Regulation; (iv) Issuer has complied with the prevailing payment requirement of Minimum Wages where the Issuers head office, branch office, and distribution office domiciled in accordance with Governors Decree/Regulation concerning Minimum Wages of Province/Regency/City year 2010. This matter is proven by the lowest employees paycheck and Directors statement concerning fulfillment of minimum wages; (v) Issuer has had special permits in manpower, which are, permission to employ woman labor at night and permits to use tools for production.
12. The Issuer has performed its obligation in environmental according to the prevailing government laws and regulations in environmental, by conducting Environmental Management Efforts Report and Environmental Controlling Report (UKL dan UPL) in the factories where Issuers head office and branch office domiciled. Such UKL dan UPL shall be still applicable until the date of the issuance of this Legal Opinion. Special for Issuers factory that residing at Jl. Jababeka XVIIB U No.33, Jababeka Industry District, Cikarang, Bekasi, currently, UKL and UPL documents are in stage of the process of preparation and approval from Regional Environmental Management Bord (BPLHD) of Bekasi Regency.Such process shall be completed in July 2010. This matter is proven by Reference Letter from the Board of Directors dated 23 March 2010 concerning matters mentioned above and also Reference Letter from PT. Jababeka Infrastruktur Number: 012/EXT/ENV-JI/III/2010 dated 23 March 2010.
13. In connection with the execution of the Issuers business activities, the Issuer has complied with its obligations as required by the prevailing laws and regulations and the government policies.
14. The Issuer conducts the Technical Royalty Agreement or Technical Agreement (hereinafter shall be referred to as the "Technical Agreement") with Shikishima Baking Co., Ltd. (hereinafter shall be referred to as "SBC"), and Sojitz Corporation (hereinafter shall be referred to as "Sojitz"), the Issuers shareholders, on 12 June 1995, in which SBC agreed to provide technical guidance, knowledge and training in the production of bread and Sojitz acts as a mediator between them. The agreement was terminated in 2000 and had been extended in 2001, and last extended in 2007 for a period of 5 (five) years. The Issuer, under the Agreement, agreed to pay a royalty fee (payable in quarterly) based on a certain percentage of net sales.
Technical Agreement mentioned above is categorized as an Affiliate Transactions and Conflict of Interest of Certain Transaction referred to in Bapepam Rule Number IX.E.I in terms of the stewardship or the ownership of shares in the Issuer.
15. The Issuer entered into sale and purchase agreement of raw materials which is wheat flour, with PT Indofood Sukses Makmur, Tbk based on Sale and Purchase Agreement Number 02/BS-NIC/IS-Bkry/II/10 dated 23 February 2010. This agreement is valid until 31 December 2012.
Based on the Consolidated Financial Statement of PT Indofood Sukses Makmur, Tbk for Three Months Period Ended March 31, 2010 and 2009 (Unaudited), and also Curriculum Vitae of Mr. Benny Setiawan Santoso, indicate that besides serving as a President Commissioner of the Issuer, he is also a member of the Board of Commissioners of PT Indofood Sukses Makmur, Tbk. Therefore, this transaction is categorized as an Affiliate Transaction as referred to Bapepam Rule Number IX.E.I in terms of the management aspects of the Issuer.
16. According to the Statement of Issuer, members of Board of Directors and Board of Commissioners of the Issuer based on the basis of our research on the District Court where the head office and branch offices domiciled, the Industrial Relations Court of District Court where the head office and branch offices domiciled, the State Administrative Court in which the head office and branch offices domiciled, the Indonesian National Arbitration Board (BANI) in which its head office and branch offices domiciled, and the Tax Court in the Ministry of Finance, the Issuer, the Board of Commissioners and Board of Directors shall not be involved in criminal matters, private matters, state administrative before the public court, the case of manpower, taxation and arbitration dispute in Indonesia which may materially affect the financial condition and the sustainability of the Issuer.
17. On the basis of our examination in the Commercial Court in the District Court / Commerce / Human Rights and the Central Jakarta Commercial Court in the District Court / Commerce Surabaya, where the Issuers head office and branch office domiciled, the Issuer shall not be listed as a defendant in the case of bankruptcy or has been declared as insolvent, postponement of debt payment obligations (PKPU) and / or dissolution of the Issuer as stipulated in Law No. 37 Year 2004 concerning Bankruptcy and Postponement of Debt Payment Obligation and the Company Law.
18. According to the Statement of Issuer, the Issuer will be accountable for realization of the Initial Public Offering funds utilization periodically to shareholders through the Annual General Meeting of Shareholders and to report to Bapepam & LK in accordance with Bapepam Rule Number XK4 Attachment of Chairman of Bapepam No.Kep-27/PM/2003 dated 17 July 2003 concerning the Reports on The Use of Funds Received From a Public Offering.
According to the Statement of Issuers Director on 9 June 2010, the utilization of Initial Public Offering funds shall be used for:
- construction of new factoriest; - debt repayment;
The utilization of funds as debt repayment is not categorized as a Material Transaction prescribed by the provisions of Bapepam Rule. However, the utilization of funds to build new factories is not categorized as a Material Transactions as referred to in Article 3 letter a number (5) of Bapepam Rule No. IX.E.2 concerning Material Transactions and Core Business Shifting.
Construction of new factories with an estimated amount of 75% (seventy five percent) from the Initial Public Offering funds, exceeding 20% of the total equity of the Issuer which in amount of Rp. 344.000.000.000,00. Therefore, it is categorized as a Material Transaction as defined in Article 2 letter a of Bapepam Rule Number IX.E.2. Furthermore, this material transactions exempt from the provisions / obligations in relation to the Material Transaction, as performed directly by the Issuer for the production process or the Core Business Activities and / or for directly supporting the production process or the Core Business Activities and, therefore, this Material Transactions disclosed in the Prospectus.
Furthermore, the plan of the Initial Public Offering funds utilization is not categorized as Affiliated Transactions and Conflict of Interest as stipulated in Bapepam Rule No. IX.E.1.
If in the future the Issuer intends to amend its plan of Initial Public Offering funds utilization, the Issuer shall prior report to Bapepam & LK and provide its consideration and the amendments of the funds utilization shall obtain prior approval from shareholders of the Issuer through the General Meeting of Shareholders.
If the utilization of funds as mentioned above is a material transaction and / or conflict of interest as provided in Regulation No. IX.E.2 and / or Regulation No. IX.E.1, the Issuer shall comply with such provisions.
19. The Issuer has no affiliation with the Underwriter in the Initial Public Offering as referred to in Law No. 8 Year 1995 concerning Capital Market.
20. The Legal aspects contained in the prospectus is correct and in accordance with the results of our investigation.
This Legal Opinion has been made and given by us according to professional standard and professional codes of ethic as Capital Market Law Consultant and we have acted independently and have no conflict of interest with the Issuer, and other Capital Market Supporting Professionals and also responsible to the legal opinion given.
Sincerely, Hadiwidjojo Wirya Mukhtar Ardibrata Law Offices
Kukuh Komandoko Hadiwidjojo, S.H., M.Kn STTD No.: 541/PM/STTD-KH/2004 Member of HKHPM No.: 200815
Cc: 1. Chairman of Capital Market Supervision Board and Financial Institution; 2. Head of Corporate Finance Assesment of the Real Sector; 3. Indonesian Stock Exchange; 4. OSK Nusadana Securities Indonesia as Securities Underwriter.
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XVI. INDEPENDENT AUDITORS REPORT AND THE COMPANYS FINANCIAL STATEMENTS
The original financial statements included herein are in Indonesian language.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara keseluruhan. The accompanying notes form an integral part of these financial statements.
1
PT NIPPON INDOSARI CORPINDO NERACA 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah) PT NIPPON INDOSARI CORPINDO BALANCE SHEETS December 31, 2009, 2008 and 2007 (Expressed in rupiah)
Catatan/ Notes 2009 2008 2007
ASET ASSETS
ASET LANCAR CURRENT ASSETS Kas dan setara kas 2b,3 57.945.297.612 52.877.663.474 8.248.879.048 Cash and cash equivalents Piutang usaha - pihak ketiga 2c,4 53.134.831.686 42.716.783.157 28.221.585.794 Trade receivables - third parties Persediaan 2d,2f,5 9.074.625.513 7.279.506.188 5.224.730.828 Inventories Deposito berjangka yang dibatasi penggunaannya 2b,22f 13.018.150.400 - - Restricted time deposits Biaya dibayar di muka dan Prepaid expenses and other aset lancar lainnya 2e 4.411.597.131 1.325.703.027 1.327.484.090 current assets
JUMLAH ASET LANCAR 137.584.502.342 104.199.655.846 43.022.679.760 TOTAL CURRENT ASSETS
ASET TIDAK LANCAR NON-CURRENT ASSETS Aset tetap - setelah dikurangi 2f,2g,6,11 Fixed assets - net of akumulasi penyusutan sebesar accumulated depreciation Rp66.947.261.721 pada tahun of Rp66,947,261,721 in 2009, 2009, Rp51.052.554.754 pada Rp51,052,554,754 in 2008 tahun 2008 dan Rp40.456.689.214 and Rp40,456,689,214 pada tahun 2007 204.680.869.234 201.430.865.600 123.499.296.027 in 2007 Deposito jaminan 22c 4.345.768.881 2.600.132.826 2.148.132.826 Guarantee deposits Taksiran tagihan pajak penghasilan 43.273.780 43.273.780 688.603.092 Claims for tax refund Aset tidak lancar lainnya 2e 323.258.998 338.866.800 108.916.800 Other non-current assets
TOTAL NON-CURRENT
JUMLAH ASET TIDAK LANCAR 209.393.170.893 204.413.139.006 126.444.948.745 ASSETS
JUMLAH ASET 346.977.673.235 308.612.794.852 169.467.628.505 TOTAL ASSETS
The original financial statements included herein are in Indonesian language.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara keseluruhan. The accompanying notes form an integral part of these financial statements.
2
PT NIPPON INDOSARI CORPINDO NERACA (lanjutan) 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain) PT NIPPON INDOSARI CORPINDO BALANCE SHEETS (continued) December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
Catatan/ Notes 2009 2008 2007
KEWAJIBAN DAN LIABILITIES AND EKUITAS SHAREHOLDERS EQUITY
KEWAJIBAN LANCAR CURRENT LIABILITIES Hutang usaha - pihak ketiga 7,22e 37.634.706.115 24.974.544.910 17.756.900.219 Trade payables - third parties Hutang lain-lain 8,22d,27 13.108.059.385 34.423.020.421 3.676.045.465 Other payables Hutang pajak 2i,9a 12.161.800.167 11.857.082.727 4.598.909.939 Taxes payable Biaya masih harus dibayar 2k,10,21 7.543.257.586 5.596.683.982 5.498.705.410 Accrued expenses Bagian hutang jangka panjang yang jatuh tempo dalam Current maturities of satu tahun long-term loans Hutang bank 11 25.000.000.000 14.587.689.344 5.000.000.000 Bank loans Hutang lainnya 12 - - 169.414.015 Other loans
JUMLAH KEWAJIBAN LANCAR 95.447.823.253 91.439.021.384 36.699.975.048 TOTAL CURRENT LIABILITIES
KEWAJIBAN TIDAK LANCAR NON-CURRENT LIABILITIES Uang muka pelanggan 2h,22c,27 4.420.362.606 2.978.721.497 2.436.335.202 Customers deposits Hutang jangka panjang - setelah dikurangi bagian yang jatuh Long-term bank loans - net of tempo dalam satu tahun 11 68.750.000.000 75.464.582.779 35.000.000.000 current maturities Kewajiban pajak tangguhan - bersih 2i,9f 6.590.489.024 5.194.832.914 5.048.971.575 Deferred tax liability - net Estimated liability for Taksiran kewajiban imbalan kerja 2j,13c 3.928.985.657 2.810.481.715 1.969.184.548 employee benefits
JUMLAH KEWAJIBAN TIDAK TOTAL NON-CURRENT LANCAR 83.689.837.287 86.448.618.905 44.454.491.325 LIABILITIES
JUMLAH KEWAJIBAN 179.137.660.540 177.887.640.289 81.154.466.373 TOTAL LIABILITIES
EKUITAS SHAREHOLDERS EQUITY Modal saham - nilai nominal Share capital - Rp1,000 par Rp1.000 per saham pada tahun value per share in 2009 2009 dan 2008 dan Rp55.250 and 2008 and Rp55,250 (US$25) per saham pada tahun (US$25) par value per 2007 share in 2007 Modal dasar, ditempatkan dan disetor penuh - 86.050.600 Authorized, issued and fully saham pada tahun 2009 dan paid - 86,050,600 shares 2008 dan 314.000 saham in 2009 and 2008, and pada tahun 2007 14 86.050.600.000 86.050.600.000 17.348.500.000 314,000 shares in 2007 Agio saham 15 349.534.267 349.534.267 30.123.261.375 Additional paid-in capital Advances for future stock Uang muka pemesanan saham 16 - - 38.928.372.892 subscription Saldo laba 81.439.878.428 44.325.020.296 1.913.027.865 Retained earnings
TOTAL SHAREHOLDERS
JUMLAH EKUITAS 167.840.012.695 130.725.154.563 88.313.162.132 EQUITY
JUMLAH KEWAJIBAN DAN TOTAL LIABILITIES AND EKUITAS 346.977.673.235 308.612.794.852 169.467.628.505 SHAREHOLDERS EQUITY
The original financial statements included herein are in Indonesian language.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara keseluruhan. The accompanying notes form an integral part of these financial statements.
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PT NIPPON INDOSARI CORPINDO LAPORAN LABA RUGI Tahun yang Berakhir pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah) PT NIPPON INDOSARI CORPINDO STATEMENTS OF INCOME Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah)
Catatan/ Notes 2009 2008 2007
PENJUALAN BERSIH 2h,18, 22c 485.919.837.348 383.553.101.828 250.512.653.862 NET SALES
2h,2k,19,21a, BEBAN POKOK PENJUALAN 22a,22e,27 263.821.222.220 222.359.718.790 145.660.137.275 COST OF GOODS SOLD
LABA KOTOR 222.098.615.128 161.193.383.038 104.852.516.587 GROSS PROFIT
BEBAN USAHA 2h,20 OPERATING EXPENSES
Penjualan 2j,22b,22d 113.068.057.973 83.360.373.763 62.190.210.263 Selling Umum dan administrasi 20.735.361.823 16.166.037.686 12.703.475.512 General and administrative
Jumlah Beban Usaha 133.803.419.796 99.526.411.449 74.893.685.775 Total Operating Expenses
LABA USAHA 88.295.195.332 61.666.971.589 29.958.830.812 INCOME FROM OPERATIONS
PENGHASILAN(BEBAN) OTHER INCOME LAIN-LAIN 2h (EXPENSES) Penjualan barang usang 5.516.713.360 3.980.919.125 2.874.583.341 Sales of scrap Penghasilan bunga 1.328.339.480 660.819.800 170.022.999 Interest income Laba (rugi) penjualan aset tetap Gain (loss) on sale of fixed - bersih 2f,6 50.666.663 (21.479.584) 2.906.935 assets - net Beban bunga 2k,11,21b (12.355.769.950) (5.267.935.990) (6.740.528.406) Interest expense Gain (loss) on foreign Laba (rugi) selisih kurs - bersih 2m (1.932.295.929) (413.936.352) 16.013.001 exchange - net Lain-lain - bersih (411.667.754) (180.346.418) (82.659.080) Others - net
Beban Lain-lain - Bersih (7.804.014.130) (1.241.959.419) (3.759.661.210) Other Expenses - Net
LABA SEBELUM PAJAK INCOME BEFORE PENGHASILAN 80.491.181.202 60.425.012.170 26.199.169.602 INCOME TAX
BEBAN PAJAK PENGHASILAN 2i, 9c INCOME TAX EXPENSE Tahun berjalan 21.980.666.960 17.867.158.400 7.328.231.000 Current Tangguhan 1.395.656.110 145.861.339 1.092.488.958 Deferred
Jumlah 23.376.323.070 18.013.019.739 8.420.719.958 Total
LABA BERSIH 57.114.858.132 42.411.992.431 17.778.449.644 NET INCOME
LABA BERSIH PER BASIC EARNINGS SAHAM DASAR 2n, 23 663,74 543,39 377,28 PER SHARE
LABA BERSIH PER DILUTED EARNINGS SAHAM DILUSIAN 2n, 23 663,74 492,87 222,52 PER SHARE
The original financial statements included herein are in Indonesian language.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara keseluruhan. The accompanying notes form an integral part of these financial statements.
4
PT NIPPON INDOSARI CORPINDO LAPORAN PERUBAHAN EKUITAS Tahun yang Berakhir pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah) PT NIPPON INDOSARI CORPINDO STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah)
Modal Saham Ditempatkan Uang Muka Laba dan Disetor Pemesanan Ditahan Penuh/ Saham/ (Defisit)/ Ekuitas Issued and Agio Saham/ Advances for Retained Bersih/Net Catatan/ Fully Paid Additional Future Stock Earnings Shareholders Notes Share Capital Paid-in Capital Subscription (Deficit) Equity
Saldo per 1 Januari 2007 17.348.500.000 30.123.261.375 15.999.622.892 (15.865.421.779) 47.605.962.488 Balance as of January 1, 2007
Laba bersih - - - 17.778.449.644 17.778.449.644 Net income
Obligasi konversi yang dikonversikan menjadi Convertible bonds converted to advances uang muka pemesanan saham 16 - - 22.928.750.000 - 22.928.750.000 for future stock subscription
Saldo per 31 Desember 2007 17.348.500.000 30.123.261.375 38.928.372.892 1.913.027.865 88.313.162.132 Balance as of December 31, 2007
Laba bersih - - - 42.411.992.431 42.411.992.431 Net income
Konversi agio saham menjadi Additional paid-in capital converted modal saham ditempatkan dan to issued and fully paid disetor penuh 14,15 29.773.727.108 (29.773.727.108) - - - share capital
Konversi uang muka pemesanan Advances for future stock subscription saham menjadi modal saham converted to issued and fully paid ditempatkan dan disetor penuh 14,16 38.928.372.892 - (38.928.372.892) - - share capital
Saldo per 31 Desember 2008 86.050.600.000 349.534.267 - 44.325.020.296 130.725.154.563 Balance as of December 31, 2008
Laba bersih - - - 57.114.858.132 57.114.858.132 Net income Dividen 14 - - - (20.000.000.000) (20.000.000.000) Dividend
Saldo per 31 Desember 2009 86.050.600.000 349.534.267 - 81.439.878.428 167.840.012.695 Balance as of December 31, 2009
The original financial statements included herein are in Indonesian language.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara keseluruhan. The accompanying notes form an integral part of these financial statements.
5
PT NIPPON INDOSARI CORPINDO LAPORAN ARUS KAS Tahun yang Berakhir pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah) PT NIPPON INDOSARI CORPINDO STATEMENTS OF CASH FLOWS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah)
Catatan/ Notes 2009 2008 2007
ARUS KAS DARI AKTIVITAS CASH FLOWS FROM OPERASI OPERATING ACTIVITIES Penerimaan dari pelanggan 480.988.643.288 373.129.209.885 243.466.400.970 Collections from customers Penerimaan dari pendapatan Cash received from interest bunga 1.328.339.480 660.819.801 170.022.999 income Pembayaran untuk pemasok dan Payments to suppliers and kontraktor (217.173.654.116) (192.772.360.671) (120.716.709.106) contractors Pembayaran untuk biaya Payments for operational operasional (141.679.573.980) (55.664.702.673) (69.476.668.742) expenses Pembayaran untuk gaji dan Payments of salaries and kesejahteraan karyawan (26.138.636.531) (20.501.720.484) (16.282.603.057) employee benefits Pembayaran pajak (22.932.750.391) (9.910.781.866) (5.629.447.746) Payment of taxes Pembayaran beban bunga (12.355.769.950) (5.267.935.990) (8.509.150.271) Payment of interest expense Pembayaran royalti (5.952.466.547) (5.818.531.794) (2.605.987.412) Payment of royalty
Kas Bersih Diperoleh dari Net Cash Provided by Aktivitas Operasi 56.084.131.253 83.853.996.208 20.415.857.635 Operating Activities
ARUS KAS DARI AKTIVITAS CASH FLOWS FROM INVESTASI INVESTING ACTIVITIES Penerimaan dari penjualan Proceeds from sale of aset tetap 6 106.500.000 46.192.545 91.168.286 fixed assets Perolehan aset tetap 6 (19.870.278.663) (88.740.326.083) (13.280.874.934) Purchases of fixed assets Penempatan deposito berjangka Placement of restricted yang dibatasi penggunaannya (13.018.150.400) - - time deposits
Kas Bersih Digunakan untuk Net Cash Used in Aktivitas Investasi (32.781.929.063) (88.694.133.538) (13.189.706.648) Investing Activities
ARUS KAS DARI AKTIVITAS CASH FLOWS FROM PENDANAAN FINANCING ACTIVITIES Penerimaan dari pinjaman jangka Proceeds from long-term panjang 11 19.947.727.877 55.052.272.123 40.000.000.000 bank loans Pembayaran dividen 14 (20.000.000.000) - - Dividend payments Pembayaran kembali hutang bank Repayment of long-term jangka panjang 11 (16.250.000.000) (5.000.000.000) (40.965.020.785) bank loans Pembayaran kembali hutang Repayment of other jangka panjang lainnya 12 - (169.414.015) (499.564.501) long-term loan Pembayaran kembali hutang bank Repayment of short-term jangka pendek - - (6.827.317.387) bank loans
Kas Bersih Diperoleh dari Net Cash Provided by (Digunakan untuk) (Used in) Financing Aktivitas Pendanaan (16.302.272.123) 49.882.858.108 (8.291.902.673) Activities
The original financial statements included herein are in Indonesian language.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara keseluruhan. The accompanying notes form an integral part of these financial statements.
6
PT NIPPON INDOSARI CORPINDO LAPORAN ARUS KAS (lanjutan) Tahun yang Berakhir pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain) PT NIPPON INDOSARI CORPINDO STATEMENTS OF CASH FLOWS (continued) Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
Catatan/ Notes 2009 2008 2007
PENGARUH BERSIH NET EFFECT OF CHANGES IN PERUBAHAN KURS PADA EXCHANGE RATES ON CASH KAS DAN SETARA KAS (1.932.295.929) (413.936.352) 16.013.001 AND CASH EQUIVALENTS
NET INCREASE KENAIKAN (PENURUNAN) (DECREASE) IN CASH AND BERSIH KAS DAN SETARA KAS 5.067.634.138 44.628.784.426 (1.049.738.685) CASH EQUIVALENTS
KAS DAN SETARA KAS CASH AND CASH EQUIVALENTS AWAL TAHUN 3 52.877.663.474 8.248.879.048 9.298.617.733 AT BEGINNING OF YEAR
KAS DAN SETARA KAS CASH AND CASH EQUIVALENTS AKHIR TAHUN 3 57.945.297.612 52.877.663.474 8.248.879.048 AT END OF YEAR
RINCIAN KAS DAN SETARA KAS: DETAILS OF CASH AND CASH EQUIVALENTS: Kas dan bank 31.051.706.134 33.062.438.025 8.248.879.048 Cash on hand and in banks Deposito berjangka yang jatuh tempo Time deposits with original dalam waktu tiga bulan maturities of three months atau kurang 26.893.591.478 19.815.225.449 - or less
Kas dan setara kas yang disajikan Cash and cash equivalents as pada neraca 57.945.297.612 52.877.663.474 8.248.879.048 stated in the balance sheet
Aktivitas yang tidak Activities not affecting mempengaruh arus kas: cash flows:
Konversi uang muka pemesanan Advances for future stock saham menjadi modal subscription converted to saham ditempatkan dan issued and fully paid disetor penuh 14,16 - 38.928.372.892 - share capital Additional paid-in capital Konversi agio saham menjadi converted to issued modal saham ditempatkan and fully paid dan disetor penuh 14,15 - 29.773.727.108 - share capital Konversi obligasi dikonversi Convertible bonds converted menjadi uang muka to advances for future pemesanan saham 16 - - 22.928.750.000 stock subscription Perolehan aset tetap dengan Acquisition of fixed assets mengkreditkan: credited to: Deposito berjangka yang dibatasi penggunaannya - - 4.773.000.000 Restricted time deposits Aset lancar lainnya - - 1.757.750.000 Other current assets
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
7 1. UMUM 1. GENERAL
a. Pendirian Perusahaan a. Establishment of the Company
PT Nippon Indosari Corpindo (Perusahaan) didirikan dalam kerangka Undang-undang Penanaman Modal Asing No. 1 tahun 1967, yang kemudian diubah dengan Undang-undang No. 11 tahun 1970, berdasarkan akta notaris No. 11 dari Benny Kristianto, S.H. tanggal 8 Maret 1995. Akta pendirian Perusahaan telah disahkan oleh Menteri Kehakiman dalam Surat Keputusan No. C2-6209 HT.01.01.TH.95 tanggal 18 Maret 1995 dan diumumkan dalam Tambahan No. 9729 dari Berita Negara Republik Indonesia No. 94 tanggal 24 November 1995.
Anggaran dasar Perusahaan telah mengalami beberapa kali perubahan, yang terakhir berdasarkan akta notaris No. 1 dari Ukon Krisnajaya, S.H., SpN, tanggal 1 Juli 2008 mengenai peningkatkan modal dasar dan penyesuaian anggaran dasar Perusahaan dengan Undang-undang No. 40 tahun 2007 tentang Perseroan Terbatas. Perubahan terakhir tersebut telah disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-65556.AH.01.02.Tahun 2008 tanggal 18 September 2008 dan diumumkan dalam Tambahan No. 23590 dari Berita Negara Republik Indonesia No. 92 tanggal 14 November 2008 (Catatan 14). PT Nippon Indosari Corpindo (the Company) was established within the framework of the Foreign Investment Law No. 1 of 1967, as amended by Law No. 11 of 1970, based on notarial deed No. 11 dated March 8, 1995 of Benny Kristianto, S.H. The deed of establishment was approved by the Ministry of Justice in its decision letter No. C2-6209 HT.01.01.TH.95 dated May 18, 1995 and was published in Supplement No. 9729 of State Gazette No. 94 dated November 24, 1995.
The articles of association has been amended from time to time, the latest amendments of which were notarized under deed No. 1 dated July 1, 2008 of Ukon Krisnajaya, S.H., SpN, concerning the increase in the authorized capital and alignment of the Companys entire articles of association with Law No. 40 Year 2007 on Limited Liability Companies. The latest amendments were approved by the Ministry of Justice and Human Rights in its decision letter No. AHU-65556.AH.01.02 Year 2008 dated September 18, 2008 and were published in Supplement No. 23590 of State Gazette No. 92 dated November 14, 2008 (Note 14).
Berdasarkan Pasal 3 anggaran dasar Perusahaan, ruang lingkup usaha utama Perusahaan bergerak di bidang pabrikasi, penjualan dan distribusi roti. Kantor pusat Perusahaan berkedudukan di Kawasan Industri Jababeka Cikarang - Bekasi dan pabriknya berlokasi Kawasan Industri Jababeka di Cikarang - Bekasi dan Pasuruan - Jawa Timur. Perusahaan memulai operasi komersial pada tahun 1996. As stated in article 3 of the Companys articles of association, its main business is the manufacture, sale and distribution of bread. The Companys head office is located at Kawasan Industri Jababeka Cikarang - Bekasi and its production plants are located at Kawasan Industri Jababeka in Cikarang - Bekasi and in Pasuruan - East Java. The Company started its commercial operations in 1996.
b. Dewan Komisaris dan Direksi dan Karyawan b. Boards of Commissioners and Directors, and Employees
Pada tanggal 31 Desember 2009, anggota Dewan Komisaris dan Direksi Perusahaan adalah sebagai berikut: As of December 31, 2009, the members of the Companys Boards of Commissioners and Directors are as follows:
Dewan Komisaris Board of Commissioners Presiden Komisaris Vida Regina President Commissioner Komisaris Makreta Rinni Cuaca Commissioner
Direksi Board of Directors President Direktur Wendy Sui Cheng Yap President Director Direktur Yenni Husodo Director Direktur Budi Soegianto Director
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
8
1. UMUM (lanjutan) 1. GENERAL (continued)
b. Dewan Komisaris dan Direksi dan Karyawan (lanjutan) b. Boards of Commissioners and Directors, and Employees (continued)
Pada tanggal 31 Desember 2008 dan 2007, anggota Dewan Komisaris dan Direksi Perusahaan adalah sebagai berikut: As of December 31, 2008 and 2007, the members of the Companys Boards of Commissioners and Directors are as follows:
Dewan Komisaris Board of Commissioners Presiden Komisaris Yenni Husodo President Commissioner Komisaris Nayefuddin Jibjaya Commissioner
Direksi Board of Directors President Direktur Wendy Sui Cheng Yap President Director Direktur Tirtani Marwata Director Direktur Nagamoto Shinji Director Direktur Makreta Rinni Cuaca Director
Jumlah gaji dan kompensasi lainnya yang dibayarkan kepada Dewan Komisaris dan Direksi Perusahaan adalah masing-masing sebesar Rp2.568.305.570, Rp1.685.023.501 dan Rp1.063.718.214 untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2009, 2008 dan 2007. Pada tanggal 31 Desember 2009, 2008 dan 2007, Perusahaan memiliki 377, 312 dan 258 karyawan tetap (tidak diaudit). Total salaries and other compensation benefits paid to the Companys Boards of Commissioners and Directors amounted to Rp2,568,305,570, Rp1,685,023,501 and Rp1,063,718,214 for the years ended December 31, 2009, 2008 and 2007, respectively. As of December 31, 2009, 2008 and 2007, the Company had 377, 312 and 258 permanent employees, respectively (unaudited).
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Dasar Penyajian Laporan Keuangan a. Basis of Preparation of the Financial Statements
Laporan keuangan telah disusun sesuai dengan prinsip akuntansi yang berlaku umum di Indonesia, berdasarkan Pernyataan Standar Akuntansi Keuangan (PSAK) dan ketentuan akuntansi di bidang Pasar Modal sebagaimana ditentukan dalam Peraturan Badan Pengawas Pasar Modal dan Lembaga Keuangan (BAPEPAM dan LK) peraturan No. VIII.G.7 (Revisi 2000) tentang Pedoman Penyajian Laporan Keuangan. Laporan keuangan disusun berdasarkan asas akrual dengan menggunakan konsep biaya historis, kecuali untuk persediaan yang dinilai berdasarkan nilai terendah antara biaya perolehan atau nilai realisasi bersih (pasar).
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in Indonesia (Indonesian GAAP), which are based on Statements of Financial Accounting Standards (PSAK) and Capital Market and Financial Institution Supervisory Agency (BAPEPAM and LK) regulation No. VIII.G.7 (Revised 2000) concerning Guidelines for Presentation of Financial Statements. The financial statements have been prepared on the accrual basis using the historical cost concept, except for inventories which are stated at the lower of cost or net realizable value (market). Laporan arus kas, menyajikan penerimaan dan pengeluaran kas dan bank yang diklasifikasikan menjadi aktivitas operasi, investasi dan pendanaan. Arus kas dari aktivitas operasi disajikan dengan menggunakan metode langsung. The statements of cash flows present cash receipts and payments classified into operating, investing and financing activities. Cash flows from operating activities are presented using the direct method.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
9 2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
a. Dasar Penyajian Laporan Keuangan (lanjutan) a. Basis of Preparation of the Financial Statements (continued)
Mata uang pelaporan yang digunakan dalam laporan keuangan adalah rupiah, yang juga merupakan mata uang fungsional Perusahaan.
The reporting currency used in the preparation of the financial statements is the Indonesian rupiah, which is also the functional currency of the Company.
b. Setara Kas
Deposito berjangka dengan masa jatuh tempo tiga bulan atau kurang dari tanggal penempatannya dan tidak digunakan sebagai jaminan atau yang tidak dibatasi penggunaannya sehingga dapat segera dijadikan kas dalam jumlah yang telah diketahui dengan risiko perubahan nilai yang tidak signifikan diklasifikasikan sebagai Setara Kas.
Deposito berjangka yang digunakan sebagai jaminan Letters of Credit (L/C) disajikan sebagai Deposito Berjangka yang Dibatasi Penggunaannya pada bagian aset lancar.
Uang muka/jaminan yang diterima dari distributor dan agen dan ditempatkan pada deposito berjangka, disajikan sebagai Deposito Jaminan pada bagian aset tidak lancar. b. Cash Equivalents
Time deposits with maturities of three months or less at the time of placement and not pledged as collateral or restricted as to use, and therefore readily convertible to known amount of cash and subject to insignificant risk of changes in value, are classified as Cash Equivalents.
Time deposits that are pledged as collateral for Letters of Credit (L/C) are presented as Restricted Time Deposits under current assets.
Guarantee deposits received from distributors and agents which are placed in time deposits are classified as Guarantee Deposits and presented under non-current assets.
c. Penyisihan Piutang Ragu-ragu
Penyisihan piutang ragu-ragu, jika ada, ditetapkan berdasarkan hasil penelaahan berkala terhadap keadaan piutang masing- masing pelanggan pada akhir tahun. c. Allowance for Doubtful Accounts
Allowance for doubtful accounts, if any, is provided based on the review of the status of the individual receivable accounts at the end of the year.
d. Persediaan
Sebelum tanggal 1 Januari 2009, persediaan dicatat berdasarkan PSAK No. 14 yang dikeluarkan oleh Ikatan Akuntan Indonesia pada tahun 1994.
Efektif tanggal 1 Januari 2009, Perusahaan menerapkan PSAK No. 14 (Revisi 2008), Persediaan, yang menggantikan PSAK No. 14 (1994), Persediaan. Penerapan PSAK revisi ini tidak menimbulkan dampak yang signifikan terhadap laporan keuangan Perusahaan. d. Inventories
Prior to January 1, 2009, inventories were recorded based on PSAK No. 14 which was issued by the Indonesia Institute of Accountants in 1994.
Effective January 1, 2009, the Company applied PSAK No. 14 (Revised 2008), Inventories, which supersedes PSAK No. 14 (1994), Inventories. The adoption of this revised PSAK did not result in a significant effect in the Companys financial statements.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
10
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
d. Persediaan (lanjutan) d. Inventories (continued)
Persediaan dinyatakan sebesar nilai terendah antara nilai perolehan atau nilai realisasi bersih. Nilai perolehan ditentukan dengan menggunakan metode rata-rata tertimbang. Nilai realisasi bersih adalah taksiran harga penjualan dalam kegiatan usaha normal setelah dikurangi taksiran biaya penyelesaian dan taksiran biaya yang diperlukan untuk melaksanakan penjualan. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated cost necessary to make the sale.
Penyisihan atas penurunan nilai persediaan ditetapkan untuk menurunkan nilai tercatat persediaan ke nilai realisasi bersihnya dan ditentukan berdasarkan penelaahan terhadap keadaan masing-masing persediaan pada akhir tahun.
e. Biaya dibayar di muka
Biaya dibayar di muka diamortisasi selama masa manfaat dengan menggunakan metode garis lurus. Bagian tidak lancar dari biaya dibayar di muka disajikan sebagai bagian dari Aset Tidak Lancar Lainnya.
Allowance for inventory losses is provided to reduce the carrying values of inventories to their net realizable values and is determined based on a review of the status of individual inventories at the end of the year.
e. Prepaid Expenses
Prepaid expenses are amortized over the periods benefited using the straight-line method. The non-current portion of prepaid expenses is presented as part of Other Non- Current Assets.
f. Aset Tetap
Sebelum tanggal 1 Januari 2008, aset tetap dinyatakan sebesar biaya perolehan dikurangi akumulasi penyusutan (kecuali tanah yang tidak disusutkan).
Efektif tanggal 1 Januari 2008, Perusahaan menerapkan PSAK No. 16 (Revisi 2007), Aset Tetap (PSAK 16R), yang menggantikan PSAK No. 16 (1994), Aktiva Tetap dan Aktiva Lain- lain dan PSAK No. 17 (1994), Akuntansi Penyusutan, dimana Perusahaan memilih model biaya untuk penilaian aset tetapnya. Penerapan dari PSAK 16R tidak menghasilkan dampak yang signifikan bagi laporan keuangan Perusahaan. f. Fixed Assets
Prior to January 1, 2008, fixed assets were stated at cost less accumulated depreciation (except for land which are not depreciated).
Effective January 1, 2008, the Company has applied PSAK No. 16 (Revised 2007), Fixed Assets (PSAK 16R), which supersedes PSAK No. 16 (1994), Fixed Assets and Other Assets, and PSAK No. 17 (1994), Accounting for Depreciation, whereby the Company chose the cost model for its fixed assets measurement. The adoption of PSAK 16R did not result in a significant effect on the financial statements.
Biaya aset tetap meliputi: (a) harga pembelian, (b) biaya-biaya yang dapat diatribusikan secara langsung untuk membawa aset ke lokasi dan kondisinya sekarang, dan (c) estimasi biaya pembongkaran dan pemindahan dan restorasi lokasi aset. Setiap bagian dari aset tetap dengan biaya perolehan yang signifikan terhadap total biaya perolehan aset, didepresiasi secara terpisah. Nilai residu, umur manfaat, dan metode penyusutan aset tetap ditelaah pada setiap akhir tahun buku dan jika perlu, dilakukan penyesuaian secara prospektif.
The cost of fixed assets includes: (a) purchase price, (b) any costs directly attributable to bringing the asset to its present location and condition, and (c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Each part of an item of fixed assets with a cost that is significant in relation to the total cost of the item should be depreciated separately. The residual values, useful lives, and methods of depreciation of fixed assets are reviewed and adjusted prospectively, if appropriate, at each financial year end.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
11
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
f. Aset Tetap (lanjutan)
Suku cadang dan peralatan pemeliharaan dengan estimasi umur manfaat yang tidak lebih dari satu tahun dicatat sebagai persediaan dan dibebankan dalam operasi berjalan pada saat dikonsumsi. Suku cadang dengan estimasi umur manfaat yang lebih dari satu tahun dicatat sebagai aset tetap.
Pada saat pemeliharaan dan perbaikan yang signifikan dilakukan, biaya tersebut diakui ke dalam nilai buku (carrying amount) aset tetap sebagai suatu penggantian jika memenuhi kriteria pengakuan. Semua biaya pemeliharaan dan perbaikan lainnya yang tidak memenuhi kriteria pengakuan dibebankan langsung pada operasi berjalan.
Penyusutan dihitung dengan menggunakan metode garis lurus selama taksiran masa manfaat ekonomis sset sebagai berikut:
f. Fixed Assets (continued)
Spare parts and servicing equipment with estimated useful lives of not exceeding one year are recorded as inventories and recognized in current operations as these are consumed. Spare parts with estimated useful lives of more than one year are recorded as fixed assets.
When significant renewals and betterments are performed, their costs are recognized in the carrying amount of the fixed assets as a replacement if the recognition criteria are satisfied. All other repairs and maintenance costs that do not meet the recognition criteria are charged directly to current operations.
Depreciation is computed using the straight- line method over the estimated useful lives of the assets, as follows: Tahun/Years
Bangunan dan pengembangan 20 Buildings and improvements Mesin dan peralatan 15 Machinery and equipment Alat pengangkutan 5 Transportation equipment Perabot dan peralatan kantor 5 Furniture, fixtures and office equipment
Tanah dinyatakan sebesar biaya perolehan dan tidak disusutkan.
Land is stated at cost and is not depreciated.
Aset dalam penyelesaian mencerminkan akumulasi biaya material dan biaya-biaya lain yang berkaitan dengan pembangunan aset. Berdasarkan PSAK No. 26 (Revisi 1997), Biaya Pinjaman, beban bunga dan biaya pinjaman lainnya yang timbul dalam pembiayaan pembangunan atau pemasangan aset tetap dikapitalisasi. Kapitalisasi biaya pinjaman dihentikan pada saat pembangunan atau pemasangan telah selesai dan aset yang dibangun atau dipasang tersebut telah siap untuk digunakan. Pada tahun 2009, 2008 dan 2007 tidak terdapat biaya pinjaman yang dikapitalisasi.
Construction in progress represents the accumulated cost of materials and other costs related to the asset under construction. In accordance with PSAK No. 26 (Revised 1997), Borrowing Costs, interest charges and other costs incurred to finance the construction or installation of fixed assets are capitalized. Capitalization of borrowing costs ceases when the construction or installation is completed and the asset constructed or installed is ready for its intended use. There had been no capitalization of borrowing costs in 2009, 2008 and 2007.
Jumlah tercatat aset tetap dihentikan pengakuannya pada saat dilepaskan atau saat tidak ada manfaat ekonomis masa depan yang diharapkan dari penggunaan atau pelepasannya. Laba atau rugi yang timbul dari penghentian pengakuan aset dikreditkan atau dibebankan ke operasi berjalan pada tahun aset tersebut dihentikan pengakuannya. An item of fixed assets is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is credited or charged to operations in the year the asset is derecognized.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
12
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
g. Penurunan Nilai Aset g. Impairment in Asset Value
Berdasarkan PSAK No. 48, Penurunan Nilai Aset, Perusahaan menelaah nilai aset untuk penurunan apabila terdapat kejadian atau perubahan keadaan yang mengindikasikan bahwa nilai tercatat aset tidak bisa direalisasikan sepenuhnya. Penurunan nilai aset, jika ada, diakui sebagai kerugian dalam laporan laba rugi tahun berjalan In accordance with PSAK No. 48, Impairment in Asset Value, the Company reviews asset values for any impairment whenever there are events or changes in circumstances which indicate that the carrying value of the assets may not be fully recoverable. Impairment in asset value, if any, is recognized as a loss in the current years statement of income.
h. Pengakuan Pendapatan dan Beban
Pendapatan diakui pada saat seluruh risiko signifikan dan kepemilikan atas barang telah diserahkan kepada pembeli, umumnya pada saat pengiriman barang sesuai persyaratan penjualan. Jika ada persyaratan di atas yang belum terpenuhi, penerimaan pembayaran dari pembeli dicatat sebagai uang muka pelanggan sampai semua syarat untuk pengakuan pendapatan terpenuhi.
Beban diakui pada saat terjadinya.
h. Revenue and Expense Recognition
Revenue is recognized when the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of goods in accordance with the terms of the sales. If any of the above conditions is not met, the payments received from the buyer are recorded as customers deposits until all of the criteria for revenue recognition are met.
Expenses are recognized when these are incurred. i. Pajak Penghasilan i. Income Tax
Beban pajak penghasilan tahun berjalan dihitung berdasarkan taksiran penghasilan kena pajak tahun berjalan. Aset dan kewajiban pajak tangguhan diakui atas perbedaan temporer antara aset dan kewajiban untuk tujuan komersial dan tujuan perpajakan setiap tanggal pelaporan. Manfaat pajak pada masa yang akan datang, seperti saldo rugi fiskal yang belum digunakan, juga diakui apabila besar kemungkinan manfaat pajak tersebut dapat direalisasikan.
Jumlah tercatat aset pajak tangguhan ditelaah pada setiap tanggal neraca dan diturunkan apabila laba fiskal mungkin tidak memadai untuk mengkompensasi sebagian atau seluruh aset pajak tangguhan.
Aset dan kewajiban pajak tangguhan diukur dengan tarif pajak yang diharapkan akan digunakan pada periode ketika aset direalisasi atau kewajiban dilunasi berdasarkan tarif pajak (dan peraturan perpajakan) yang berlaku atau secara substansial diberlakukan pada tanggal neraca. Perubahan nilai tercatat aset dan kewajiban pajak tangguhan yang disebabkan oleh perubahan tarif pajak dibebankan atau dikreditkan pada operasi periode berjalan, kecuali untuk transaksi-transaksi yang sebelumnya telah langsung dibebankan atau dikreditkan ke ekuitas. Current income tax expense is provided based on the estimated taxable income for the year. Deferred tax assets and liabilities are recognized for temporary differences between the financial and the tax bases of assets and liabilities at each reporting date. Future tax benefits, such as the carry-forward of unused tax losses, are also recognized to the extent that realization of such benefits is probable.
The carrying amount of deferred tax assets is reviewed at each reporting date 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 deferred tax assets to be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Changes in the carrying amount of deferred tax assets and liabilities due to a change in tax rates are credited or charged to current year operations, except to the extent that they relate to items previously charged or credited to shareholders equity.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
13
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) i. Pajak Penghasilan (lanjutan) i. Income Tax (continued)
Perubahan terhadap kewajiban perpajakan diakui pada saat Surat Ketetapan Pajak (SKP) diterima atau, jika Perusahaan mengajukan keberatan/banding, pada saat keputusan atas keberatan/banding tersebut telah ditetapkan.
Amendment to tax obligation is recorded when an assessment is received or, if appealed against by the Company, when the result of the appeal is determined. j. Taksiran Kewajiban Imbalan Kerja
Perusahaan menerapkan PSAK No. 24 (Revisi 2004), Imbalan Kerja dalam mengakui kewajiban imbalan kerja karyawan sesuai dengan Undang-undang Ketenagakerjaan No.13/2003 tanggal 25 Maret 2003. Berdasarkan PSAK No. 24 (Revisi 2004), penyisihan biaya imbalan kerja dihitung dengan menggunakan metode penilaian aktuarial projected-unit-credit.
j. Estimated Liability for Employee Benefits
The Company recognizes its liability for employee benefits in accordance with Labor Law No. 13 dated March 25, 2003 and PSAK No. 24 (Revised 2004), Employee Benefits. Under PSAK No. 24 (Revised 2004), the cost of providing employee benefits under the Law is determined using the projected-unit-credit actuarial valuation method.
Penyisihan biaya jasa kini dibebankan langsung pada operasi tahun berjalan. Keuntungan atau kerugian aktuarial diakui sebagai penghasilan atau beban apabila akumulasi keuntungan dan kerugian aktuarial yang belum diakui pada akhir tahun pelaporan sebelumnya melebihi 10% dari nilai kini kewajiban imbalan pasti. Keuntungan atau kerugian yang melebihi batas 10% ini diamortisasi selama sisa masa kerja rata-rata karyawan dengan metode garis lurus. Selanjutnya, biaya jasa lampau yang timbul dari pengenalan program imbalan pasti atau perubahan dari kewajiban imbalan pada program imbalan pasti yang telah ada, ditangguhkan dan diamortisasi selama sisa masa kerja rata-rata karyawan yang memenuhi syarat.
Provisions for current service costs are charged directly to operations of the current year. Actuarial gains or losses are recognized as income or expenses when the net cumulative unrecognized actuarial gains or losses for each individual plan at the end of the previous reporting year exceed 10% of the defined benefit obligation at that date. These gains or losses in excess of the 10% threshold are recognized on a straight-line basis over the expected average remaining working lives of the employees. Further, past service costs arising from the introduction of a defined benefit plan or changes in the benefits payable of an existing plan are required to be amortized over the period until the benefits concerned become vested. k. Transaksi dengan Pihak-pihak yang Mempunyai Hubungan Istimewa
k. Transactions with Related Parties Perusahaan melakukan transaksi dengan pihak-pihak tertentu yang mempunyai hubungan istimewa sebagaimana dimaksud dalam PSAK No. 7, Pengungkapan Pihak- pihak yang Mempunyai Hubungan Istimewa. Seluruh transaksi yang signifikan dengan pihak-pihak yang mempunyai hubungan istimewa, baik yang dilakukan dengan persyaratan dan kondisi normal maupun tidak, sebagaimana dilakukan dengan/oleh pihak ketiga, telah diungkapkan dalam laporan keuangan. The Company has transactions with entities, which are regarded as having related party relationships as defined under PSAK No. 7, Related Party Disclosures. All significant transactions with related parties, whether or not conducted under terms and conditions which are similar to those granted to third parties, are disclosed herein.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
14
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
l. Laporan Segmen
Perusahaan menerapkan PSAK No. 5 (Revisi 2000), Pelaporan Segmen dalam penyajian laporan segmen pada laporan keuangannya. PSAK No. 5 (Revisi 2000) memberikan panduan yang rinci dalam mengidentifikasi pelaporan segmen usaha dan segmen geografis. Informasi keuangan yang digunakan manajemen untuk mengevaluasi kinerja segmen disajikan pada Catatan 17.
m. Transaksi dan Saldo dalam Mata Uang Asing
Transaksi dalam mata uang asing dicatat berdasarkan kurs yang berlaku pada saat transaksi dilakukan. Pada tanggal neraca, aset dan kewajiban moneter dalam mata uang asing dijabarkan sesuai dengan rata-rata kurs jual dan beli yang diterbitkan oleh Bank Indonesia pada tanggal terakhir transaksi perbankan untuk tahun yang bersangkutan. Laba atau rugi kurs yang timbul, dikreditkan atau dibebankan pada operasi tahun berjalan.
Pada tanggal 31 Desember 2009, 2008 dan 2007, kurs yang digunakan adalah sebagai berikut:
l. Segment Reporting
The Company follows PSAK No. 5 (Revised 2000), Segment Reporting, in the presentation of segment reporting in its financial statements. PSAK No. 5 (Revised 2000) provides detailed guidance for identifying reportable business segments and geographical segments. The financial information which is used by management for evaluating segment performance is presented in Note 17.
m. Foreign Currency Transactions and Balances
Transactions involving foreign currencies are recorded at the rates of exchange prevailing at the time the transactions are made. At balance sheet date, monetary assets and liabilities denominated in foreign currencies are adjusted to reflect the average buying and selling rates of exchange quoted by Bank Indonesia at the last banking transaction date of the year. The resulting gains or losses are credited or charged to operations of the current year.
As of December 31, 2009, 2008 and 2007, the exchange rates used were as follows:
2009 2008 2007
1 Dolar Amerika Serikat 9.400 10.950 9.419 1 United States dollar 1 Euro Eropa 13.510 15.432 13.822 1 European euro 1 Dolar Australia 8.432 7.556 8.229 1 Australian dollar 1 Yen Jepang 102 121 84 1 Japanese yen
n. Laba per Saham
Berdasarkan PSAK No. 56, Laba per Saham laba bersih per saham dasar dihitung dengan membagi laba bersih dengan jumlah rata-rata tertimbang saham yang beredar dalam tahun berjalan dan seluruh tahun-tahun sebelumnya yang disajikan setelah retrospektif disesuaikan dengan perubahan jumlah saham beredar sebagai akibat dari peristiwa yang tidak mengubah sumberdaya, selain peristiwa konversi efek berpotensi saham biasa.
n. Earnings per Share
In accordance with PSAK No. 56, Earnings per Share, basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the current year and for all prior years presented after retrospectively adjusting for events, other than the conversion of potential ordinary shares, that have changed the number of ordinary shares outstanding, without a corresponding change in resources.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
15
2. IKHTISAR KEBIJAKAN AKUNTANSI POKOK (lanjutan)
n. Laba per Saham (lanjutan)
Laba bersih per saham dilusian dihitung dengan membagi laba bersih dengan jumlah rata-rata tertimbang saham yang beredar dalam tahun berjalan dan seluruh tahun-tahun sebelumnya yang disajikan setelah disesuaikan dengan konversi dari obligasi yang dapat dikonversi, agio saham dan uang muka pemesanan saham menjadi modal saham dan mempertimbangkan penurunan nilai nominal saham.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
n. Earnings per Share (continued)
Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the year and for all prior years presented after adjusting for the conversions of convertible bonds, additional paid-in capital and advances for future stock subscription to issued share capital and considering the decrease in par value of the shares. o. Penggunaan Estimasi
Penyusunan laporan keuangan sesuai dengan prinsip akuntansi yang berlaku umum mengharuskan manajemen membuat estimasi dan asumsi yang mempengaruhi jumlah yang dilaporkan. Sehubungan adanya unsur ketidakpastian dalam membuat estimasi, realisasi sebenarnya pada masa yang akan datang dapat berbeda dengan estimasi tersebut.
o. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported therein. Due to inherent uncertainty in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates.
3. KAS DAN SETARA KAS 3. CASH AND CASH EQUIVALENTS
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
Kas 27.000.000 31.250.000 39.402.350 Cash on hand
Kas di bank Cash in banks Rupiah Rupiah PT Bank Central Asia Tbk 22.834.858.804 30.231.364.864 5.804.424.422 PT Bank Central Asia Tbk PT Bank Negara Indonesia PT Bank Negara Indonesia (Persero) Tbk 7.616.518.435 2.668.433.696 2.360.448.147 (Persero) Tbk PT Bank Resona Perdania 562.862.578 130.556.465 44.604.129 PT Bank Resona Perdania PT Bank Mandiri (Persero) Tbk 10.466.317 833.000 - PT Bank Mandiri (Persero) Tbk
Deposito berjangka Time deposits Rupiah Rupiah PT Bank Central Asia Tbk 6.937.953.705 3.545.298.328 - PT Bank Central Asia Tbk PT Bank Negara Indonesia PT Bank Negara Indonesia (Persero) Tbk 6.160.100.325 2.011.506.849 - (Persero) Tbk PT Bank Mandiri (Persero) Tbk 6.149.968.192 1.958.462.466 - PT Bank Mandiri (Persero) Tbk PT Bank Danamon PT Bank Danamon Indonesia Tbk 3.120.478.625 - - Indonesia Tbk Euro Eropa European euro PT Bank Central Asia Tbk (EUR303.194 pada tahun PT Bank Central Asia Tbk 2009 dan EUR300.000 pada (EUR303,194 in 2009 and tahun 2008) 4.096.061.769 4.649.180.108 - EUR300,000 in 2008) Dolar Australia Australian dollar PT Bank Central Asia Tbk (AU$50.882 pada tahun PT Bank Central Asia Tbk 2009 dan AU$49.880 pada (AU$50,882 in 2009 and tahun 2008) 429.028.862 376.989.698 - AU$49,880 in 2008)
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
16 3. KAS DAN SETARA KAS (lanjutan) 3. CASH AND CASH EQUIVALENTS (continued)
2009 2008 2007
Yen Jepang Japanese yen PT Bank Central Asia Tbk PT Bank Central Asia Tbk (JPY60.000.000) - 7.273.788.000 - (JPY60,000,000)
Jumlah 57.945.297.612 52.877.663.474 8.248.879.048 Total
Kisaran tingkat suku bunga tahunan deposito berjangka tersebut adalah sebagai berikut: The ranges of the annual interest rates of time deposits are as follows:
2009 2008 2007
Rupiah 5,75% - 10,00% 6,50% - 10,00% - Rupiah Dlar Australia 2,50% - 2,75% 2,50% - Australian dollar Euro Eropa 0,10% - 1,00% 1,00% - European euro
Deposito berjangka dalam mata uang Yen Jepang merupakan deposito berjangka tanpa bunga. The time deposit denominated in Japanese yen did not bear interest.
4. PIUTANG USAHA - PIHAK KETIGA 4. TRADE RECEIVABLES - THIRD PARTIES
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
PT Indomarco Prismatama 23.119.810.902 17.489.158.656 10.077.172.073 PT Indomarco Prismatama PT Sumber Alfaria Trijaya Tbk 14.307.070.811 12.336.224.052 8.238.239.065 PT Sumber Alfaria Trijaya Tbk PT Hero Supermarket Tbk 3.234.686.940 3.173.867.562 2.194.177.029 PT Hero Supermarket Tbk PT Contimas Utama Indonesia 2.211.294.337 1.839.647.429 1.404.094.844 PT Contimas Utama Indonesia PT Lion Superindo* 1.969.748.121 1.774.189.548 1.324.136.872 PT Lion Superindo* PT Midi Utama Indonesia 1.918.688.953 599.716.767 660.965 PT Midi Utama Indonesia Lain-lain (masing-masing dibawah Rp500 juta) 6.373.531.622 5.503.979.143 4.983.104.946 Others (below Rp500 million each)
Jumlah 53.134.831.686 42.716.783.157 28.221.585.794 Total
* menjadi pihak yang memiliki hubungan istimewa pada tanggal 23 Februari 2010 (Catatan 26)
Berdasarkan hasil penelaahan terhadap keadaan akun piutang masing-masing pelanggan pada akhir tahun, manajemen berpendapat bahwa piutang usaha tersebut di atas dapat ditagih seluruhnya, sehingga tidak diperlukan penyisihan piutang ragu- ragu pada tahun 2009, 2008 dan 2007.
* considered as related party starting February 23, 2010 (Note 26)
Based on the review of the status of the individual receivable accounts at the end of the year, management believes that all of the above trade receivables are fully collectible and hence, no allowance for doubtful accounts was provided in 2009, 2008 and 2007.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
17
4. PIUTANG USAHA - PIHAK KETIGA (lanjutan) 4. TRADE RECEIVABLES - THIRD PARTIES (continued)
Analisa umur piutang usaha pada tanggal 31 Desember 2009, 2008 dan 2007 adalah sebagai berikut:
The aging of trade receivables as of December 31, 2009, 2008 and 2007 is as follows:
2009 2008 2007
Lancar 40.685.009.638 31.494.623.465 19.838.449.906 Current Jatuh tempo: Overdue: 1 - 30 hari 12.381.760.411 11.110.612.066 8.333.198.456 1 - 30 days 31 - 60 hari - - 4.037.442 31 - 60 days 61 - 90 hari 3.486.443 33.343.530 7.956.821 61 - 90 days Lebih dari 90 hari 64.575.194 78.204.096 37.943.169 Over 90 days
Jumlah 53.134.831.686 42.716.783.157 28.221.585.794 Total
5. PERSEDIAAN 5. INVENTORIES
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
Barang jadi 494.349.050 443.891.662 293.695.769 Finished goods Bahan baku 4.788.602.394 3.818.206.598 2.502.550.753 Raw materials Bahan kemasan 2.541.964.477 1.923.864.196 1.438.499.285 Packaging materials Suku cadang dan sebagainya 1.249.709.592 1.093.543.732 989.985.021 Spare parts and others
Jumlah 9.074.625.513 7.279.506.188 5.224.730.828 Total
Pada tanggal 31 Desember 2009, persediaan diasuransikan terhadap risiko kerugian atas kebakaran dan risiko lainnya berdasarkan paket polis dengan nilai pertanggungan sebesar Rp7.225.502.684, yang menurut pendapat manajemen cukup untuk menutup kemungkinan kerugian yang timbul dari risiko yang dipertanggungkan. As of December 31, 2009, inventories are covered by insurance against losses from fire and other risks under blanket policies with a total coverage of Rp7,225,502,684, which in managements opinion, is adequate to cover possible losses that may arise from such risks.
Berdasarkan hasil penelaahan atas kondisi fisik dan nilai realisasi bersih persediaan pada akhir tahun, manajemen berpendapat bahwa nilai bersih persediaan tersebut di atas dapat direalisasi sepenuhnya, sehingga tidak diperlukan penyisihan penurunan nilai persediaan pada tahun 2009, 2008 dan 2007. Based on the results of the review of the physical condition and net realizable values of the above inventories at the end of the year, management believes that the carrying values of the above inventories are fully realizable and hence, no allowance for inventory losses is necessary in 2009, 2008 and 2007.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
18
6. ASET TETAP
Rincian aset tetap adalah sebagai berikut: 6. FIXED ASSETS
Perubahan 2009 2009 Movements Biaya Perolehan Cost Hak atas tanah 14.262.560.216 - - - 14.262.560.216 Landrights Bangunan dan pengembangan 77.182.265.063 2.381.345.989 - 940.667.560 80.504.278.612 Buildings and improvements Mesin dan peralatan 139.938.261.305 9.002.327.710 - - 148.940.589.015 Machinery and equipment Alat pengangkutan 9.815.274.550 1.413.760.000 676.722.724 - 10.552.311.826 Transportation equipment Perabot dan peralatan kantor 10.572.598.462 1.728.575.979 48.845.338 - 12.252.329.103 Furniture, fixtures and office equipment Aset dalam penyelesaian 712.460.758 5.344.268.985 - (940.667.560) 5.116.062.183 Constructions in progress
Jumlah 252.483.420.354 19.870.278.663 725.568.062 - 271.628.130.955 Total
Akumulasi Penyusutan Accumulated Depreciation Bangunan dan pengembangan 11.148.044.921 3.931.186.346 - - 15.079.231.267 Buildings and improvements Mesin dan peralatan 28.543.316.583 9.483.800.172 - - 38.027.116.755 Machinery and equipment Alat pengangkutan 5.906.837.382 1.421.635.977 622.556.057 - 6.705.917.302 Transportation equipment Perabot dan peralatan kantor 5.454.355.868 1.727.819.197 47.178.668 - 7.134.996.397 Furniture, fixtures and office equipment
Jumlah 51.052.554.754 16.564.441.692 669.734.725 - 66.947.261.721 Total
Nilai Buku 201.430.865.600 204.680.869.234 Net Book Value
Perubahan 2008 2008 Movements Biaya Perolehan Cost Hak atas tanah 14.262.560.216 - - - 14.262.560.216 Landrights Bangunan dan pengembangan 46.292.894.131 245.539.030 - 30.643.831.902 77.182.265.063 Buildings and improvements Mesin dan peralatan 85.810.522.074 3.051.467.477 111.375.500 51.187.647.254 139.938.261.305 Machinery and equipment Alat pengangkutan 8.091.184.550 1.754.340.000 30.250.000 - 9.815.274.550 Transportation equipment Perabot dan peralatan kantor 8.608.191.967 1.673.603.865 71.265.470 362.068.100 10.572.598.462 Furniture, fixtures and office equipment Aset dalam penyelesaian 890.632.303 82.015.375.711 - (82.193.547.256) 712.460.758 Constructions in progress
Jumlah 163.955.985.241 88.740.326.083 212.890.970 - 252.483.420.354 Total
Akumulasi Penyusutan Accumulated Depreciation Bangunan dan pengembangan 8.796.292.586 2.351.752.335 - - 11.148.044.921 Buildings and improvements Mesin dan peralatan 22.801.715.432 5.787.388.856 45.787.705 - 28.543.316.583 Machinery and equipment Alat pengangkutan 4.716.905.773 1.220.181.609 30.250.000 - 5.906.837.382 Transportation equipment Perabot dan peralatan kantor 4.141.775.423 1.381.761.581 69.181.136 - 5.454.355.868 Furniture, fixtures and office equipment
Jumlah 40.456.689.214 10.741.084.381 145.218.841 - 51.052.554.754 Total
Nilai Buku 123.499.296.027 201.430.865.600 Net Book Value
Perubahan 2007 2007 Movements Biaya Perolehan Cost Hak atas tanah 7.122.560.216 2.380.000.000 - 4.760.000.000 14.262.560.216 Landrights Bangunan dan pengembangan 44.969.806.748 1.323.087.383 - - 46.292.894.131 Buildings and improvements Mesin dan peralatan 77.311.900.935 8.319.271.134 92.749.995 272.100.000 85.810.522.074 Machinery and equipment Alat pengangkutan 6.983.954.550 1.221.840.000 256.450.000 141.840.000 8.091.184.550 Transportation equipment Perabot dan peralatan kantor 5.958.441.651 903.794.114 303.643.798 2.049.600.000 8.608.191.967 Furniture, fixtures and office equipment Aset dalam penyelesaian 2.450.540.000 5.663.632.303 - (7.223.540.000) 890.632.303 Constructions in progress
Jumlah 144.797.204.100 19.811.624.934 652.843.793 - 163.955.985.241 Total
Akumulasi Penyusutan Accumulated Depreciation Bangunan dan pengembangan 6.542.219.494 2.254.073.092 - - 8.796.292.586 Buildings and improvements Mesin dan peralatan 17.549.696.743 5.282.730.393 30.711.704 - 22.801.715.432 Machinery and equipment Alat pengangkutan 3.909.643.023 1.063.112.470 255.849.720 - 4.716.905.773 Transportation equipment Perabot dan peralatan kantor 3.355.017.721 1.064.778.720 278.021.018 - 4.141.775.423 Furniture, fixtures and office equipment
Jumlah 31.356.576.981 9.664.694.675 564.582.442 - 40.456.689.214 Total
Nilai Buku 113.440.627.119 123.499.296.027 Net Book Value
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
19
6. ASET TETAP (lanjutan)
Hak atas tanah dimiliki Perusahaan dalam bentuk sertifikat Hak Guna Bangunan adalah sebagai berikut: 6. FIXED ASSETS (continued)
The Companys landrights are covered by the following landright ownership titles or Hak Guna Bangunan (HGB) certificates:
Manajemen berpendapat bahwa hak atas tanah tersebut dapat diperpanjang pada saat masa berlakunya berakhir. Management is of the opinion that such landrights can be extended upon their expiration.
Rincian aset dalam penyelesaian adalah sebagai berikut:
The details of construction in progress are as follows:
Persentase Taksiran waktu penyelesaian/ Biaya penyelesaian/ Jenis aset/ Percentage of perolehan/ Estimated date Type of assets completion Cost of completion
2009 Bangunan dan pengembangan/ Buildings and improvements 20% 2.006.632.980 Juni/June 2010 Mesin dan peralatan/ Machinery and equipment 10 - 20 1.807.277.203 Juni/June 2010 Hak atas tanah/Landrights 90 1.161.952.000 Juni/June 2010 Lain-lain/Others 70 140.200.000 Juni/June 2010
Jumlah/Total 5.116.062.183
2008 Hak atas tanah/Landrights 50 681.952.000 Juni/June 2009 Lain-lain/Others 5 - 50 30.508.758 Juni/June 2009
Jumlah/Total 712.460.758
2007 Bangunan dan pengembangan/ Desember/ Buildings and improvements 10 845.060.780 December 2008 Mesin dan peralatan/ Machinery and equipment 50 45.571.523 Juni/June 2008
Jumlah/Total 890.632.303
Penyusutan yang dibebankan pada operasional adalah sebesar Rp16.564.441.692 pada tahun 2009, Rp10.741.084.381 pada tahun 2008 dan Rp9.664.694.675 pada tahun 2007.
Manajemen berkeyakinan bahwa tidak terdapat penurunan nilai aset tetap per 31 Desember 2009, 2008 dan 2007 sebagaimana dimaksud dalam PSAK No. 48. Depreciation charged to operations amounted to Rp16,564,441,692 in 2009, Rp10,741,084,381 in 2008 and Rp9,664,694,675 in 2007.
Management believes that there is no impairment in assets value as of December 31, 2009, 2008 and 2007 as contemplated in PSAK No. 48.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
20
6. ASET TETAP (lanjutan) 6. FIXED ASSETS (continued)
Pada tanggal 31 Desember 2009, Perusahaan mengasuransikan aset tetap, kecuali hak atas tanah, risiko kebakaran dan risiko lainnya dalam paket polis dengan nilai pertanggungan sebesar Rp90.986.803.049 dan US$15.962.254. Manajemen berpendapat bahwa nilai pertanggungan tersebut cukup untuk menutup kemungkinan kerugian yang timbul dari risiko yang diasuransikan.
As of December 31, 2009, the Company insured its fixed assets, except landright, against losses from fire and other risks under blanket policies with a total insurance coverage of Rp90,986,803,049 and US$15,962,254. In managements opinion, the above insurance coverage is adequate to cover possible losses that may arise from such risks.
Pada tanggal 31 Desember 2009, hak kepemilikan atas alat pengangkutan Perusahaan dengan nilai buku sebesar Rp430.833.333 belum atas nama Perusahaan.
As of December 31, 2009, the ownership title of the Companys transportation equipment with net book value of Rp430,833,333 was not yet transferred to the Company. Selama tahun yang berakhir pada tanggal-tanggal 31 Desember 2009, 2008 dan 2007, penjualan aset tetap tertentu adalah sebagai berikut:
During the years ended December 31, 2009, 2008 and 2007, sales of certain fixed assets were made as follows: 2009 2008 2007
Penerimaan dari penjualan 106.500.000 46.192.545 91.168.286 Proceeds from sales Nilai buku bersih 55.833.337 67.672.129 88.261.351 Net book value
Laba (rugi) 50.666.663 (21.479.584) 2.906.935 Gain (loss)
Pada tanggal 31 Desember 2009, 2008 dan 2007, aset tetap tertentu digunakan sebagai jaminan atas hutang bank jangka panjang (Catatan 11).
As of December 31, 2009, 2008 and 2007, certain fixed assets are used as collateral for long-term bank loans (Note 11).
7. HUTANG USAHA - PIHAK KETIGA 7. TRADE PAYABLES - THIRD PARTIES
Akun ini terdiri dari hutang kepada pihak ketiga (pemasok) yang timbul sehubungan pembelian bahan baku dan kemasan, dengan rincian sebagai berikut: This account consists of payables to third parties (suppliers/contractors) mainly arising from purchases of raw materials and packaging materials, with details as follows:
2009 2008 2007
PT Indofood Sukses Makmur Tbk PT Indofood Sukses Makmur Tbk - Bogasari Flour Mills* 10.724.080.211 6.727.128.961 7.487.177.641 - Bogasari Flour Mills* PT Freyabadi Indotama 4.585.876.900 3.223.299.750 1.790.547.000 PT Freyabadi Indotama PT Nusa Indah 2.363.882.874 1.138.460.247 565.302.346 PT Nusa Indah PT Kraft Ultrajaya Indonesia 2.087.050.334 1.293.614.898 877.077.390 PT Kraft Ultrajaya Indonesia PT Astaguna Wisesa 1.429.208.000 1.180.082.200 635.133.696 PT Astaguna Wisesa PT Surya Kemasindo Sejati 1.376.177.000 1.020.580.000 332.343.968 PT Surya Kemasindo Sejati PT Super Makmur 1.349.560.240 1.597.799.280 707.183.400 PT Super Makmur PT Adyaceda Amandelis 1.187.440.910 1.039.520.629 993.264.650 PT Adyaceda Amandelis PT Supernova 950.014.188 494.012.200 670.634.800 PT Supernova PT Anta Tirta Kirana 944.405.000 1.322.255.000 699.119.691 PT Anta Tirta Kirana PT Sinar Meadow Indonesia 642.814.486 627.783.066 520.014.563 PT Sinar Meadow Indonesia PT Aries Centaurus 605.311.080 576.217.246 1.247.400 PT Aries Centaurus PT Jaya Fermex 564.509.000 667.833.100 518.639.000 PT Jaya Fermex PT Nusa Inti Perkasa 179.250.000 566.334.800 153.281.800 PT Nusa Inti Perkasa Lain-lain (masing-masing dibawah Rp500 juta) 8.645.125.892 3.499.623.533 1.805.932.874 Others (below Rp500 million each)
Jumlah 37.634.706.115 24.974.544.910 17.756.900.219 Total
* menjadi pihak yang memiliki hubungan istimewa pada tanggal 23 Februari 2010 (Catatan 26)
* considered as related party starting February 23, 2010 (Note 26)
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
21
7. HUTANG USAHA - PIHAK KETIGA (lanjutan)
7. TRADE PAYABLES - THIRD PARTIES (continued)
Analisa umur hutang usaha pada tanggal 31 Desember 2009, 2008 dan 2007 adalah sebagai berikut:
The aging of trade payables as of December 31, 2009, 2008 and 2007 is as follows:
2009 2008 2007
Lancar 29.147.898.959 20.097.281.693 17.512.975.900 Current Jatuh tempo: Overdue: 1 - 30 hari 8.486.807.156 4.877.263.217 231.467.500 1 - 30 days 31 - 60 hari - - - 31 - 60 days 61 - 90 hari - - - 61 - 90 days Lebih dari 90 hari - - 12.456.819 Over 90 days
Jumlah 37.634.706.115 24.974.544.910 17.756.900.219 Total
8. HUTANG LAIN-LAIN
8. OTHER PAYABLES
Akun ini terdiri dari hutang kepada pihak ketiga (pemasok/kontraktor) yang timbul sehubungan dengan jasa transportasi dan distribusi, pembangunan pabrik baru dan pembelian mesin dan peralatan, dengan rincian sebagai berikut: This account consists of payables to third parties (suppliers/contractors) mainly arising from transportation and distribution services, construction of a new plant and purchases of machinery and equipment, with details as follows:
Jumlah 12.161.800.167 11.857.082.727 4.598.909.939 Total
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
22
9. PERPAJAKAN (lanjutan) 9. TAXATION (continued)
b. Rekonsiliasi antara laba sebelum beban pajak penghasilan, sebagaimana yang disajikan dalam laporan laba rugi, dan taksiran penghasilan kena pajak untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2009, 2008 dan 2007 adalah sebagai berikut: b. The reconciliation between income before income tax, as shown in the statements of income, and estimated taxable income for the years ended December 31, 2009, 2008 and 2007 is as follows:
2009 2008 2007
Laba sebelum pajak Income before income penghasilan per laporan tax per statements of laba rugi 80.491.181.202 60.425.012.170 26.199.169.602 income
Beda temporer: Temporary differences: Penyisihan imbalan kerja Provision for employee karyawan - bersih 1.118.503.942 841.297.167 364.748.749 benefits - net Penyesuaian laba/rugi penjualan aset tetap Adjustment to gain/loss on - bersih 25.076.941 31.167.963 (24.951.067) sale of fixed assets - net Penyusutan aset tetap (7.325.554.632) (4.222.542.224) (3.981.427.543) Depreciation of fixed assets
Beda tetap: Permanent differences: Beban yang tidak dapat dikurangkan: Non-deductible expenses: Beban bunga 2.993.766.733 860.475.599 62.386.360 Interest expense Sewa kendaraan 1.123.900.000 1.080.600.000 747.600.000 Vehicle rental Asuransi 147.500.000 96.456.605 336.676.516 Insurance Komunikasi 144.000.000 114.600.000 98.500.000 Communication Rapat dan konferensi 50.051.887 88.398.002 131.565.740 Meetings and conferences Pajak pertambahan nilai yang tidak Non-creditable value dapat dikreditkan - 51.233.330 76.171.421 added taxes Lain-lain 1.062.296.287 909.650.018 645.354.160 Others Pendapatan bunga yang Interest income already dikenakan pajak final (1.328.339.480) (660.819.800) (170.022.999) subjected to final tax
Taksiran penghasilan kena pajak 78.502.382.880 59.615.528.830 24.485.770.939 Estimated taxable income
c. Rincian beban pajak penghasilan adalah sebagai berikut:
c. The details of income tax expense are as follows:
2009 2008 2007
Beban pajak penghasilan - tahun berjalan 21.980.666.960 17.867.158.400 7.328.231.000 Current income tax expense
Beban (manfaat) pajak Deferred income tax expense tangguhan: (benefit): Penyusutan asset tetap 2.044.133.753 1.257.412.278 1.201.913.583 Depreciation of fixed assets Penyisihan imbalan kerja Provision for employee karyawan - bersih (313.181.103) (252.389.150) (109.424.625) benefits - net Dampak perubahan tarif pajak (335.296.540) (859.161.789) - Impact of change in tax rates
Bersih 1.395.656.110 145.861.339 1.092.488.958 Net
Beban pajak penghasilan 23.376.323.070 18.013.019.739 8.420.719.958 Income tax expense
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
Taksiran penghasilan kena pajak Perusahaan untuk tahun 2009, 2008 dan 2007, sebagaimana disebutkan di atas, sesuai dengan jumlah yang tercantum dalam SPT pajak penghasilan badan tahun 2009, 2008 dan 2007 yang dilaporkan ke Kantor Pajak. The Companys taxable income for 2009, 2008 and 2007, as stated above, conforms with the amount reported in its 2009, 2008 and 2007 corporate income tax returns.
e. Rekonsiliasi antara beban pajak penghasilan yang dihitung dengan menggunakan tarif pajak yang berlaku atas laba sebelum pajak penghasilan, dengan beban pajak penghasilan sebagaimana yang disajikan dalam laporan laba rugi untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2009, 2008 dan 2007 adalah sebagai berikut: e. The reconciliation between income tax expense calculated by applying the applicable tax rates to the income before income tax, and the income tax expense as shown in the statements of income for the years ended December 31, 2009, 2008 and 2007 is as follows:
2009 2008 2007
Laba sebelum pajak Income before income penghasilan per tax per statements of laporan laba rugi 80.491.181.202 60.425.012.170 26.199.169.602 income
Beban pajak penghasilan Income tax expense dengan tarif pajak at the applicable yang berlaku 22.537.530.491 18.110.003.401 7.842.250.599 tax rates
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
Pengaruh pajak atas Tax effects on permanent beda tetap: differences: Beban yang tidak dapat dikurangkan Non-deductible expenses Beban bunga 838.254.685 258.142.680 18.715.908 Interest expense Sewa kendaraan 314.692.000 324.180.000 224.280.000 Vehicle rental Asuransi 41.300.000 28.936.982 101.002.955 Insurance Komunikasi 40.320.000 34.380.000 29.550.000 Communications Rapat dan konferensi 14.014.528 26.519.401 39.469.722 Meetings and conferences Pajak pertambahan nilai yang tidak dapat Non-creditable value dikreditkan - 15.369.999 22.851.426 added taxes Lain-lain 297.442.960 272.895.005 193.606.248 Others Pendapatan bunga yang Interest income already dikenakan pajak final (371.935.054) (198.245.940) (51.006.900) subjected to final tax Dampak perubahan tarif pajak (335.296.540) (859.161.789) - Impact of change in tax rates
Beban pajak penghasilan 23.376.323.070 18.013.019.739 8.420.719.958 Income tax expense
f. Aset (kewajiban) pajak tangguhan terdiri dari:
f. Deferred tax asset (liability) consists of the following:
2009 2008 2007
Aset pajak tangguhan Deferred tax asset Taksiran kewajiban Estimated liability for imbalan kerja 982.246.414 702.620.429 590.755.363 employee benefits
Kewajiban pajak tangguhan Deferred tax liability Aset tetap (7.572.735.438) (5.897.453.343) (5.639.726.938) Fixed assets
Pada bulan September 2008, Undang-undang No. 7 Tahun 1983 mengenai Pajak Penghasilan diubah untuk keempat kalinya dengan dikeluarkannya Undang-undang No. 36 Tahun 2008. Perubahan tersebut juga mencakup perubahan tarif pajak penghasilan badan dari tarif pajak bertingkat menjadi tarif tunggal yaitu 28% untuk tahun fiskal 2009 dan 25% untuk tahun fiskal 2010 dan seterusnya. Perusahaan mengakui dampak perubahan tarif pajak sebesar Rp335.296.540 dan Rp859.161.789 dalam perhitungan aset dan kewajiban pajak tangguhan pada tanggal 31 Desember 2009 dan 2008, yang dicatat sebagai pengurang beban pajak tangguhan tahun 2009 dan 2008. In September 2008, Law No. 7 Year 1983 regarding Income Tax has been revised for the fourth time with the issuance of Law No. 36 Year 2008. The revised Law stipulates changes in the corporate tax rates from progressive tax rates to a single rate of 28% for fiscal year 2009 and 25% for fiscal years 2010 onwards. The Company recognized the effects of these rate changes amounting to Rp335,296,540 and Rp859,161,789 in the computation of deferred tax asset and liability as of December 31, 2009 and 2008 which are deducted from deferred income tax expense in 2009 and 2008, respectively.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
25 10. BIAYA YANG MASIH HARUS DIBAYAR 10. ACCRUED EXPENSES
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
Biaya promosi 2.502.287.964 467.111.137 1.627.082.234 Promotion expenses Transportasi dan distribusi 1.883.857.111 2.397.045.195 993.448.972 Transportation and distribution Royalti (Catatan 21a dan 22a) 1.590.826.182 1.226.334.841 2.058.676.311 Royalty fees (Notes 21a and 22a) Listrik, gas dan air 920.539.396 783.657.043 487.533.305 Electricity, gas and water Lain-lain (masing-masing Others (below dibawah Rp500 juta) 645.746.933 722.535.766 331.964.588 Rp500 million each)
Jumlah 7.543.257.586 5.596.683.982 5.498.705.410 Total
11. HUTANG BANK JANGKA PANJANG 11. LONG-TERM BANK LOANS
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
PT Bank Central Asia Tbk 68.750.000.000 55.052.272.123 - PT Bank Central Asia Tbk PT Bank Resona Perdania 25.000.000.000 35.000.000.000 40.000.000.000 PT Bank Resona Perdania
Jumlah 93.750.000.000 90.052.272.123 40.000.000.000 Total
Dikurangi bagian yang jatuh tempo dalam satu tahun 25.000.000.000 14.587.689.344 5.000.000.000 Less current maturities
Bagian jangka panjang 68.750.000.000 75.464.582.779 35.000.000.000 Long-term portion
a. PT Bank Central Asia Tbk (BCA)
a. PT Bank Central Asia Tbk (BCA)
Berdasarkan akta notaris No. 40 dari Veronica Sandra Irawaty Purnadi, S.H., tanggal 21 Juli 2008, BCA menyetujui pemberian fasilitas kredit investasi kepada Perusahaan untuk membiayai perluasan pabrik Perusahaan di Cikarang. Fasilitas ini memiliki batas maksimum sebesar Rp75.000.000.000, di mana sebagian telah digunakan untuk pengeluaran Letter of Credit (L/C). Pinjaman ini tersedia untuk penarikan sampai dengan Juni 2009 dan saldo terhutang akan dilunasi melalui cicilan bulanan mulai Agustus 2009 sampai dengan Juli 2014 serta dikenakan bunga pinjaman tahunan yang berkisar antara 11,75% sampai dengan 14% pada tahun 2009 dan 11,5% sampai dengan 14% pada tahun 2008. Based on notarial deed No. 40 dated July 21, 2008 of Veronica Sandra Irawaty Purnadi, S.H., BCA agreed to grant credit investment facility to finance the Companys plant expansion in Cikarang. The facility had a maximum amount of Rp75,000,000,000, a certain portion of which was used in connection with a Letter of Credit (L/C). The loan was available for withdrawal until June 2009 and is payable in monthly installments starting from August 2009 until July 2014 and bore interest at annual rates ranging from 11.75% to 14% in 2009 and from 11.5% to 14% in 2008.
Pinjaman tersebut di atas dijamin dengan sebidang tanah yang berlokasi di Blok U-33, Kawasan Industri Jababeka, Cikarang - Bekasi termasuk pabrik, mesin dan peralatan dan fasilitas pendukung produksi lainnya di atasnya dengan nilai buku sebesar Rp86.695.666.404 dan Rp88.570.988.886 pada tanggal 31 Desember 2009 dan 2008 (Catatan 6).
The above loan is secured by land located at Blok U-33, Kawasan Industri Jababeka, Cikarang - Bekasi together with the manufacturing plant, machinery and equipment and production supporting facilities thereon with net book value amounting to Rp86,695,666,404 and Rp88,570,988,886 as of December 31, 2009 and 2008, respectively (Note 6).
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
26 11. HUTANG BANK JANGKA PANJANG (lanjutan)
a. PT Bank Central Asia Tbk (BCA) (lanjutan) 11. LONG-TERM BANK LOANS (continued)
a. PT Bank Central Asia Tbk (BCA) (continued)
Berdasarkan ketentuan dalam perjanjian pinjaman, Perusahaan diharuskan memenuhi beberapa persyaratan, seperti memperoleh persetujuan tertulis sebelumnya dari BCA sehubungan dengan, antara lain, mengadakan perjanjian pinjaman baru, meminjamkan uang ke pihak ketiga selain dalam kegiatan usaha normal, menyatakan bangkrut, melakukan penempatan investasi, menjual atau mengalihkan aset, penggabungan usaha, dan mengubah anggaran dasar dan struktur kepemilikan. Under the terms of the loan agreement, the Company is required to comply with certain restrictive covenants, such as obtaining prior written approval from BCA with respect to, among others, entering into new loan agreements; lending money to third parties other than in the normal course of business; declaration of bankruptcy; making investments; sale or transfer of assets; mergers; and changing the articles of association and ownership structure.
Perusahaan juga diharuskan memenuhi rasio keuangan berikut: The Company is also required to maintain the following financial ratios: (1) Rasio pinjaman terhadap ekuitas tidak lebih dari 2 (2) Laba sebelum bunga, pajak, depresiasi dan amortisasi (EBITDA) terhadap beban bunga dan cicilan pokok bulanan tidak kurang dari 1,25 (3) Rasio lancar tidak kurang dari 1. (1) Debt to equity ratio of not more than 2 (2) EBITDA to interest expense and principal monthly installment ratio of not less than 1.25 (3) Current ratio of not less than 1.
b. PT Bank Resona Perdania (BRP) b. PT Bank Resona Perdania (BRP)
Pada tanggal 15 Juni 2007, Perusahaan memperoleh pinjaman sebesar Rp40.000.000.000 dari BRP untuk membiayai perluasan pabrik Perusahaan. Pinjaman non- revolving ini terhutang dalam cicilan triwulanan sebesar Rp2.500.000.000 mulai 18 September 2008 sampai dengan 18 Juni 2012. Pinjaman ini semula dikenakan tingkat bunga pinjaman per tahun sebesar SBI+1,6% yang kemudian diubah menjadi sebesar COLF+1,6% pada tanggal 3 Desember 2008. Pinjaman ini dijamin dengan pengalihan fidusia kepemilikan atas mesin dan peralatan tertentu Perusahaan dengan nilai buku sebesar Rp23.840.024.398, Rp26.118.230.286 dan Rp28.356.935.763 pada tanggal 31 Desember 2009, 2008 dan 2007 (Catatan 6). Beban bunga yang dikenakan berkisar antara 8,81% sampai dengan 12,43% pada tahun 2009, 9,6% sampai dengan 12,84% pada tahun 2008 dan 9,6% sampai 10,1% pada tahun 2007. On June 15, 2007, the Company obtained a loan amounting to Rp40,000,000,000 from BRP to finance the Companys plant expansion. This non-revolving loan is payable in quarterly installments of Rp2,500,000,000 starting on September 18, 2008 until June 18, 2012. This loan initially bore interest at annual SBI rate plus 1.6%, which was changed to become COLF rate plus 1.6% starting December 3, 2008. This loan is secured by a fiduciary transfer of ownership on certain machinery and equipment of the Company with net book value amounting to Rp23,840,024,398, Rp26,118,230,286 and Rp28,356,935,763 as of December 31, 2009, 2008 and 2007, respectively (Note 6). The annual interest rates ranged from 8.81% to 12.43% in 2009, from 9.6% to 12.84% in 2008 and from 9.6% to 10.1% in 2007.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
27
11. HUTANG BANK JANGKA PANJANG (lanjutan) 11. LONG-TERM BANK LOANS (continued)
b. PT Bank Resona Perdania (BRP) (lanjutan)
b. PT Bank Resona Perdania (BRP) (continued)
Berdasarkan ketentuan dalam perjanjian pinjaman, Perusahaan diharuskan memenuhi beberapa persyaratan, seperti memperoleh persetujuan tertulis sebelumnya dari BRP sehubungan dengan, antara lain, mengadakan perjanjian pinjaman baru, menjadi penjamin atau menggunakan aset Perusahaan sebagai jaminan untuk pihak-pihak lain, meminjamkan uang ke pihak ketiga selain dalam kegiatan usaha normal, penggabungan usaha, konsolidasi, mengambil alih, kapitalisasi, likuidasi atau menyatakan bangkrut. Under the terms of the loan agreement, the Company is required to comply with certain restrictive covenants, such as obtaining prior written approval from BRP with respect to, among others, entering into new loan agreements; committing itself as guarantor or using any of the Companys assets as collateral for the benefit of any other parties; lending money to any other parties other than in the normal course of business; mergers, consolidation, take-over, capitalization, liquidation or declaration of bankruptcy.
Pada tanggal 31 Desember 2009, 2008 dan 2007, Perusahaan telah memenuhi seluruh persyaratan pinjaman. As of December 31, 2009, 2008 and 2007, the Company has not been in default of the loan covenants.
12. HUTANG JANGKA PANJANG LAINNYA
12. OTHER LONG-TERM LOAN
Pada tahun 2001, Perusahaan dan PT Indofood Sukses Makmur Tbk - Bogasari Flour Mills (Bogasari) melakukan perjanjian pembiayaan dimana Bogasari menyetujui untuk membiayai pembangunan silo Perusahaan dengan akumulasi biaya sebesar Rp1.795.131.587. Pembangunan silo tersebut diselesaikan pada bulan Juni 2003. Pinjaman dilunasi dalam cicilan bulanan selama lima tahun mulai dari tanggal selesainya pembangunan silo. Saldo pinjaman ini sebesar Rp169.414.015 pada tanggal 31 Desember 2007, telah dilunasi seluruhnya pada tahun 2008. In 2001, the Company and PT Indofood Sukses Makmur Tbk - Bogasari Flour Mills (Bogasari) entered into a financing agreement whereby Bogasari agreed to finance the construction of the Companys silo with an accumulated cost of Rp1,795,131,587. The construction of the silo was completed in June 2003. The loan had been paid in monthly installments over a period of five years starting from the completion date of the silo. As of December 31, 2007, the balance of the loan amounted to Rp169,414,015, which was fully paid in 2008.
13. TAKSIRAN KEWAJIBAN IMBALAN KERJA 13. ESTIMATED LIABILITY FOR EMPLOYEE BENEFITS
Sebagaimana yang disebutkan pada Catatan 2j, Perusahaan mengakui kewajiban imbalan kerja karyawan sehubungan dengan Undang-undang Ketenagakerjaan No. 13/ 2003 dan PSAK No. 24 (revisi 2004). Komponen-komponen beban imbalan kerja bersih yang diakui dalam laporan laba rugi dan jumlah kewajiban imbalan kerja yang diakui dalam neraca pada tanggal 31 Desember 2009, 2008 dan 2007 sebagaimana ditentukan oleh aktuaris independen (PT Bumi Dharma Aktuaria) yang menggunakan metode Projected-unit-credit dalam laporannya masing-masing tanggal 12 Januari 2010, 27 April 2009 dan 11 April 2008 adalah sebagai berikut: As discussed in Note 2j, the Company recognizes its liability for employee benefits in accordance with Labor Law No. 13/2003 and PSAK No. 24 (Revised 2004). The components of net employee benefits expense recognized in the statements of income and the employee benefits liability recognized in the balance sheets as of December 31, 2009, 2008 and 2007 as determined by an independent actuary (PT Bumi Dharma Aktuaria) using the projected-unit-credit method, which were covered by its reports dated January 12, 2010, April 27, 2009 and April 11, 2008, respectively, are as follows:
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
28
13. TAKSIRAN KEWAJIBAN IMBALAN KERJA (lanjutan) 13. ESTIMATED LIABILITY FOR EMPLOYEE BENEFITS (continued)
a. Rincian taksiran kewajiban imbalan kerja adalah: a. Details of estimated liability for employee benefits:
2009 2008 2007
Nilai kini dari kewajiban Present value of defined benefit imbalan kerja 5.848.049.862 4.016.521.310 3.063.067.486 obligation Saldo yang belum diamortisasi dari biaya jasa lalu yang Unamortized balance of the non- belum menjadi hak karyawan (453.517.729) (524.898.331) (642.819.498) vested past service costs Akumulasi kerugian aktuarial Net cumulative unrecognized bersih yang belum diakui (1.465.546.476) (681.141.264) (451.063.440) actuarial loss
Taksiran kewajiban Estimated liability for employee imbalan kerja 3.928.985.657 2.810.481.715 1.969.184.548 benefits
b. Rincian beban imbalan kerja karyawan adalah:
b. Details of net employee benefits expense: 2009 2008 2007
Biaya jasa kini 945.898.463 808.421.931 532.139.416 Current service costs Biaya bunga 430.730.473 276.444.790 165.029.125 Interest costs Amortisasi biaya jasa lalu 71.380.602 117.921.167 32.140.975 Amortization of past service costs Kerugian (keuntungan) aktuarial yang diakui 3.817.246 (281.153.376) (10.870.249) Recognized actuarial loss (gain)
Beban imbalan kerja Net employee benefits karyawan bersih 1.451.826.784 921.634.512 718.439.267 expense
c. Perubahan taksiran kewajiban imbalan kerja adalah:
c. Movements in the estimated liability for employee benefits: 2009 2008 2007
Saldo pada awal tahun 2.810.481.715 1.969.184.548 1.604.435.799 Balance at beginning of year Penyisihan 1.451.826.784 921.634.512 718.439.267 Provision Pembayaran (333.322.842) (80.337.345) (353.690.518) Payments
Saldo pada akhir tahun 3.928.985.657 2.810.481.715 1.969.184.548 Balance at end of year
Asumsi-asumsi utama yang digunakan dalam menghitung kewajiban imbalan kerja pada tanggal 31 Desember 2009, 2008 dan 2007 adalah sebagai berikut: The principal assumptions used in determining the estimated liability for employee benefits as of December 31, 2009, 2008 and 2007 are as follows:
Asumsi-asumsi utama/ Key assumptions
Usia pensiun normal 55 tahun/years Normal retirement age Tingkat diskonto 10,5%, 12% dan 10,5% per tahun Discount rate masing-masing pada tahun 2009, 2008 dan 2007/10.5%, 12% and 10.5% for 2009, 2008 and 2007, respectively Tingkat kenaikan gaji 8% per tahun/annum Salary increment rate Tabel mortalitas CSO80 Mortality rate
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
29
14. MODAL SAHAM 14. CAPITAL STOCK
Pemegang saham dan kepemilikan saham atas Perusahaan pada tanggal 31 Desember 2009 adalah sebagai berikut: The Companys shareholders and their respective share ownership as of December 31, 2009 are as follows:
Jumlah Saham Ditempatkan dan Disetor Penuh/ Persentase Number of Kepemilikan/ Shares Issued Percentage Jumlah/ Pemegang saham and Fully Paid of Ownership Amount Shareholders
Bonlight Investments Limited, Bonlight Investments Limited, British Virgin Islands (BIL) 34.420.240 40% 34.420.240.000 British Virgin Islands (BIL) Treasure East Investment Treasure East Investment Limited (TEI) 34.420.240 40 34.420.240.000 Limited (TEI) Sojitz Corporation. Japan (Sojitz) 8.605.060 10 8.605.060.000 Sojitz Corporation. Japan (Sojitz) Shikishima Baking Co., Ltd., Japan Shikishima Baking Co., Ltd., Japan (SBC) 8.605.060 10 8.605.060.000 (SBC)
Jumlah 86.050.600 100% 86.050.600.000 Total
Pemegang saham dan kepemilikan saham atas Perusahaan pada tanggal 31 Desember 2008 adalah sebagai berikut:
The Companys shareholders and their respective share ownership as of December 31, 2008 are as follows: Jumlah Saham Ditempatkan dan Disetor Penuh/ Persentase Number of Kepemilikan/ Shares Issued Percentage Jumlah/ Pemegang saham and Fully Paid of Ownership Amount Shareholders
Bonlight Investments Limited, Bonlight Investments Limited, British Virgin Islands 68.840.480 80% 68.840.480.000 British Virgin Islands Sojitz Corporation. Japan 8.605.060 10 8.605.060.000 Sojitz Corporation. Japan Shikishima Baking Co., Ltd., Japan 8.605.060 10 8.605.060.000 Shikishima Baking Co., Ltd., Japan
Jumlah 86.050.600 100% 86.050.600.000 Total
Pemegang saham dan kepemilikan saham atas Perusahaan pada tanggal 31 Desember 2007 adalah sebagai berikut: The Companys shareholders and their respective share ownership as of December 31, 2007 are as follows:
Jumlah Saham Ditempatkan dan Disetor Penuh/ Persentase Number of Kepemilikan/ Shares Issued Percentage Jumlah/ Pemegang saham and Fully Paid of Ownership Amount Shareholders
Bonlight Investments Limited, Bonlight Investments Limited, British Virgin Islands 251.200 80% 13.878.800.000 British Virgin Islands Sojitz Corporation. Japan 31.400 10 1.734.850.000 Sojitz Corporation. Japan Shikishima Baking Co., Ltd., Japan 31.400 10 1.734.850.000 Shikishima Baking Co., Ltd., Japan
Jumlah 314.000 100% 17.348.500.000 Total
Berdasarkan rapat pemegang saham pada tanggal 29 Desember 2009 yang diaktakan dengan akta notaris No. 17 dari Ukon Krisnajaya, S.H., SpN, pemegang saham memutuskan antara lain, persetujuan penjualan 34.420.240 saham Perusahaan yang dimiliki BIL kepada TEI. Based on the minutes of the shareholders meeting held on December 29, 2009 which are covered by notarial deed No. 17 of Ukon Krisnajaya, S.H., SpN, the shareholders resolved, among others, to approve the sale of 34,420,240 Company shares owned by BIL to TEI.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
30
14. MODAL SAHAM (lanjutan) 14. CAPITAL STOCK (continued)
Perubahan pemegang saham ini telah diterima dan dicatat dalam database Sistem Administrasi Badan Hukum Departemen Hukum dan Hak Asasi Manusia berdasarkan surat No. AHU-AH.01.10- 03769 dan telah didaftar dalam Daftar Perseroan No. AHU-0011453.AH.01.09.Tahun 2010 tanggal 12 Februari 2010. This change of the Companys shareholder has been recorded in the database of the Administration System of Law and Human Rights Department based on letter No. AHU- AH.01.10-03769 and registered in Company List No. AHU-0011453.AH.01.09.Tahun 2010 dated February 12, 2010.
Pada bulan Februari dan Juni 2009, Pemegang saham Perusahaan telah menyetujui pembagian dividen kas sejumlah Rp20.000.000.000. Dividen tersebut telah dibayar tunai pada bulan Maret dan Juni 2009.
Berdasarkan rapat pemegang saham pada tanggal 1 Juli 2008 yang diaktakan dengan akta notaris No. 1 dari Ukon Krisnajaya, S.H., SpN, pemegang saham memutuskan hal-hal berikut: In February and June 2009, the Companys shareholders approved the distribution of cash dividend totaling Rp20,000,000,000. The payment of the dividend was made in March and June 2009.
Based on the minutes of the shareholders meeting held on July 1, 2008 which are covered by notarial deed No. 1 of Ukon Krisnajaya, S.H., SpN, the shareholders resolved to:
- Meningkatkan modal dasar dari Rp17.348.500.000 dengan nilai nominal Rp55.250 (US$25) menjadi Rp86.050.600.000 dengan nilai nominal Rp1.000 melalui kapitalisasi agio saham (Catatan 15) dan konversi uang muka pemesanan saham (Catatan 16). Modal dasar akan dipesan secara proporsional oleh BIL, Sojitz dan SBC sesuai dengan kepemilikan mereka atas Perusahaan.
- Increase the authorized capital from Rp17,348,500,000 with a par value of Rp55,250 (US$25) to Rp86,050,600,000 with a par value of Rp1,000 through the capitalization of additional paid-in capital (Note 15) and conversion of advances for future stock subscription (Note 16). The authorized share capital would be subscribed proportionately by BIL, Sojitz and SBC based on their respective ownership interests in the Company. - Mengubah anggaran dasar untuk menyesuaikan dengan Undang-undang No. 40 tahun 2007 tentang Perseroan Terbatas. - Amend the articles of association to comply with Law No. 40 Year 2007 on Limited Liability Companies.
Peningkatan modal dasar dan perubahan anggaran dasar tersebut di atas telah disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-65556.AH.01.02.Tahun 2008 tanggal 18 September 2008 dan diumumkan dalam Tambahan No. 23590 dari Berita Negara Republik Indonesia No. 92 tanggal 14 November 2008 (Catatan 1a). The above increase in the authorized capital and the amendment of the articles of association were approved by the Ministry of Justice and Human Rights in its decision letter No. AHU- 65556.AH.01.02.Year 2008 dated September 18, 2008 and were published in Supplement No. 23590 of State Gazette No. 92 dated November 14, 2008 (Note 1a).
15. AGIO SAHAM 15. ADDITIONAL PAID-IN CAPITAL
Akun ini berasal dari selisih antara kurs pada saat setoran modal diterima dari pemegang saham dengan kurs digunakan untuk menentukan nilai nominal saham dalam rupiah sebagaimana tercantum dalam anggaran dasar Perusahaan.
This account arose from the difference between the exchange rates prevailing at the time the actual capital contributions were received from the shareholders and the exchange rate used to determine the rupiah par value per share as stipulated in the Companys articles of association.
Pada tahun 2008, agio saham sebesar Rp29.773.727.108 telah dikonversi menjadi modal saham ditempatkan (Catatan 14). In 2008, Rp29,773,727,108 of the additional paid- in capital was converted to issued share capital (Note 14).
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
31 16. UANG MUKA PEMESANAN SAHAM 16. ADVANCES FOR FUTURE STOCK SUBSCRIPTION
Berdasarkan keputusan sirkular pemegang saham pada tanggal 1 Desember 2004, pemegang saham memberikan tambahan setoran modal sebesar Rp15.999.622.892 pada tahun 2005.
Based on a shareholders circular resolution dated December 1, 2004, the shareholders contributed additional capital in the total amount of Rp15,999,622,892 in 2005.
Selanjutnya, pada tanggal 3 Desember 2007, Perusahaan mengkonversi obligasi sebesar Rp22.928.750.000 menjadi modal saham Perusahaan. Pada tanggal 31 Desember 2007, sehubungan dengan penundaan peningkatan modal dasar Perusahaan, tambahan modal tersebut dibukukan sebagai Uang muka pemesanan saham, yang disajikan dalam ekuitas pada neraca 2007. Pada tahun 2008, uang muka pemesanan saham sebesar Rp38.928.372.892 telah dikonversikan menjadi modal saham (Catatan 14).
Furthermore, on December 3, 2007, the Companys convertible bonds amounting to Rp22,928,750,000 were converted to the Companys share capital. As of December 31, 2007, pending the increase in the authorized capital of the Company, the additional capital was recorded as Advances for future stock subscription, which is presented under the shareholders equity section of the 2007 balance sheet. In 2008, the advances for future stock subscription totaling Rp38,928,372,892 were converted to share capital (Note 14).
17. INFORMASI SEGMEN 17. SEGMENT INFORMATION
Perusahaan mengelompokkan dan mengevaluasi usahanya secara geografis yaitu berdasarkan lokasi pabrik Perusahaan di Cikarang dan di Pasuruan. Perusahaan hanya bergerak dalam bidang pabrikasi, penjualan dan distribusi roti, oleh karena itu, informasi segmen usaha tidak disajikan.
The Company manages and evaluates its operations geographically based on the Companys factory location which is at Cikarang and at Pasuruan. The Company is involved only in the manufacture, sale and distribution of bread; therefore, no information on business segment is presented.
Informasi geografis Perusahaan adalah sebagai berikut:
The Company geographical segment information is as follows:
Jumlah Segmen/ Cikarang Pasuruan Segment Total
2009 2009
Penjualan bersih 366.526.979.603 119.392.857.745 485.919.837.348 Net sales
Laba kotor 164.736.130.976 57.362.484.152 222.098.615.128 Gross profit
Beban usaha 104.537.783.211 29.265.636.585 133.803.419.796 Operating expenses
Hasil segmen Segment results Laba usaha 60.198.347.765 28.096.847.567 88.295.195.332 Income from operations Penjualan barang usang 4.419.528.948 1.097.184.412 5.516.713.360 Sales of scrap Penghasilan bunga 1.300.760.311 27.579.169 1.328.339.480 Interest income Laba penjualan Gain on sale of fixed aset tetap - bersih 50.666.663 - 50.666.663 assets - net Beban bunga (9.165.308.980) (3.190.460.970) (12.355.769.950) Interest expense Rugi selisih Loss on foreign kurs - bersih (1.720.049.530) (212.246.399) (1.932.295.929) exchange - net Lain-lain - bersih (392.564.523) (19.103.231) (411.667.754) Others - net Beban pajak penghasilan - - (23.376.323.070) Income tax expense
Laba bersih 57.114.858.132 Net income
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
32
17. INFORMASI SEGMEN (lanjutan) 17. SEGMENT INFORMATION (continued)
Jumlah Segmen/ Cikarang Pasuruan Segment Total
Aset dan Kewajiban Assets and Liabilities Aset segmen 262.146.489.159 84.513.301.348 346.659.790.507 Segment assets Aset yang tidak dapat dialokasikan - - 1.040.136.511 Unallocated assets Inter-segment assets Eliminasi Aset antar segmen 1.416.268.720 (2.138.522.503) (722.253.783) elimination
Aset - bersih 263.562.757.879 82.374.778.845 346.977.673.235 Assets - net
Kewajiban segmen 120.532.745.904 38.064.131.141 158.596.877.045 Segment liabilities Kewajiban yang tidak dapat dialokasikan - - 21.263.037.278 Unallocated liabilities Inter-segment liabilities Eliminasi kewajiban antar segmen (5.133.449.294) 4.411.195.511 (722.253.783) elimination
Kewajiban - bersih 115.399.296.610 42.475.326.652 179.137.660.540 Liabilities - net
Penjualan bersih 301.123.608.905 82.429.492.923 383.553.101.828 Net sales
Laba kotor 125.745.128.020 35.448.255.018 161.193.383.038 Gross profit
Beban usaha 78.240.415.482 21.285.995.967 99.526.411.449 Operating expenses
Hasil segmen Segment results Laba usaha 47.504.712.538 14.162.259.051 61.666.971.589 Income from operations Penjualan barang usang 3.253.108.660 727.810.465 3.980.919.125 Sales of scrap Penghasilan bunga 641.481.656 19.338.144 660.819.800 Interest income Beban bunga (1.032.774.183) (4.235.161.807) (5.267.935.990) Interest expense Laba (rugi) selisih Gain (loss) on foreign kurs - bersih (414.330.046) 393.694 (413.936.352) exchange - net Laba (rugi) penjualan Gain (loss) on sale of fixed aset tetap - bersih (23.279.584) 1.800.000 (21.479.584) assets - net Lain-lain - bersih (173.199.542) (7.146.876) (180.346.418) Others - net Beban pajak penghasilan - - (18.013.019.739) Income tax expense
Laba bersih 42.411.992.431 Net income
Aset dan Kewajiban Assets and Liabilities Aset segmen 246.061.782.126 69.217.969.606 315.279.751.732 Segment assets Aset yang tidak dapat dialokasikan - - 43.273.780 Unallocated assets Inter-segment assets Eliminasi Aset antar segmen (6.710.230.660) - (6.710.230.660) elimination
Aset - bersih 239.351.551.466 69.217.969.606 308.612.794.852 Assets - net
Kewajiban segmen 112.045.779.565 53.117.333.277 165.163.112.842 Segment liabilities Kewajiban yang tidak dapat dialokasikan - - 19.434.758.107 Unallocated liabilities Inter-segment liabilities Eliminasi kewajiban antar segmen - (6.710.230.660) (6.710.230.660) elimination
Kewajiban - bersih 112.045.779.565 46.407.102.617 177.887.640.289 Liabilities - net
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
33 17. INFORMASI SEGMEN (lanjutan) 17. SEGMENT INFORMATION (continued)
Jumlah Segemen/ Cikarang Pasuruan Segment Total
2007 2007
Penjualan bersih 202.681.544.125 47.831.109.737 250.512.653.862 Net sales
Laba Kotor 86.638.921.011 18.213.595.576 104.852.516.587 Gross profit
Beban usaha 58.546.146.559 16.347.539.216 74.893.685.775 Operating expenses
Hasil segmen Segment results Laba usaha 28.092.774.452 1.866.056.360 29.958.830.812 Income from operations Penjualan barang usang 2.266.992.027 607.591.314 2.874.583.341 Sales of scrap Penghasilan bunga 145.942.439 24.080.560 170.022.999 Interest income Laba selisih Gain on foreign kurs - bersih 16.013.001 - 16.013.001 exchange - net Beban bunga (2.188.818.491) (4.551.709.915) (6.740.528.406) Interest expense Laba (rugi) penjualan Gain (loss) on sale of fixed aset tetap - bersih (74.365.792) 77.272.727 2.906.935 assets - net Lain-lain - bersih (69.244.638) (13,414,442) (82.659.080) Others - net Beban pajak penghasilan - - (8.420.719.958) Income tax expense
Laba bersih 17.778.449.644 Net income
Aset dan Kewajiban Assets and Liabilities Aset segmen 116.164.349.450 67.076.736.342 183.241.085.792 Segment assets Aset yang tidak dapat dialokasikan - - 688.603.092 Unallocated assets Inter-segment assets Eliminasi Aset antar segmen (14.462.060.379) - (14.462.060.379) elimination
Aset - bersih 101.702.289.071 67.076.736.342 169.467.628.505 Assets - net
Kewajiban segmen 22.724.757.047 62.383.127.506 85.107.884.553 Segment liabilities Kewajiban yang tidak dapat dialokasikan - - 10.508.642.199 Unallocated liabilities Inter-segment liabilities Eliminasi kewajiban antar segmen - (14.462.060.379) (14.462.060.379) elimination
Kewajiban - bersih 22.724.757.047 47.921.067.127 81.154.466.373 Liabilities - net
Penjualan Bersih 485.919.837.348 383.553.101.828 250.512.653.862 Net Sales
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
34
18. PENJUALAN BERSIH (lanjutan)
18. NET SALES (continued) Pada tahun 2009, 2008 dan 2007 tidak terdapat penjualan kepada pihak yang memiliki hubungan istimewa.
There are no sales to related parties in 2009, 2008 and 2007. Pada tahun 2009, 2008 dan 2007 terdapat penjualan kepada pelanggan/distributor yang melebihi 10% dari penjualan bersih sebagai berikut: There are aggregate sales to individual customer/ distributor which exceeded 10% of net sales in 2009, 2008 and 2007, as follows:
Persentase terhadap Jumlah Penjualan Bersih/ Jumlah/ Percentage to Total Total Net Sales
Jumlah 234.022.149.190 175.079.643.977 108.469.660.059 48,16 45,65 43,30 Total
19. BEBAN POKOK PENJUALAN 19. COST OF GOODS SOLD
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
Bahan baku dan kemasan Raw materials and packaging yang digunakan 201.686.204.466 176.631.656.914 110.516.686.195 materials used
Upah langsung 11.161.580.015 9.089.769.433 6.688.035.490 Direct labor
Biaya pabrikasi Manufacturing overhead Penyusutan 13.663.011.666 8.275.701.545 7.690.283.142 Depreciation Utilitas 11.190.046.853 8.156.711.777 6.365.741.013 Utilities Jasa profesional 8.246.652.964 6.453.404.581 4.602.636.355 Professional fees Perbaikan dan pemeliharaan 7.124.135.645 4.803.866.908 4.814.945.705 Repairs and maintenance Royalti (Catatan 21a dan 22a) 6.316.957.888 4.986.190.324 3.256.670.507 Royalty fees (Notes 21a and 22a) Lain-lain (masing-masing di bawah Rp1 milyar) 4.483.090.111 4.112.613.201 1.841.391.039 Others (below Rp1 billion each)
Jumlah biaya pabrikasi 51.023.895.127 36.788.488.336 28.571.667.761 Total manufacturing overhead
Jumlah Biaya Produksi 263.871.679.608 222.509.914.683 145.776.389.446 Total Manufacturing Cost
Persediaan barang jadi Finished Goods Inventory Saldo awal tahun 443.891.662 293.695.769 177.443.598 Balance at beginning of year Saldo akhir tahun (494.349.050) (443.891.662) (293.695.769) Balance at end of year
Beban Pokok Penjualan 263.821.222.220 222.359.718.790 145.660.137.275 Cost of Goods Sold
Terdapat pembelian dari PT ISM Bogasari Flour Mills sebesar Rp111.062.835.030, Rp107.830.671.876 dan Rp56.664.481.222, yang mencerminkan 22,9%, 28,1% dan 22,6% dari jumlah penjualan bersih masing-masing pada tahun 2009, 2008 dan 2007. There are purchases from PT ISM Bogasari Flour Mills amounting to Rp111,062,835,030, Rp107,830,671,876 and Rp56,664,481,222, which represent 22.9%, 28.1% and 22.6% of net sales in 2009, 2008 and 2007, respectively.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
35
20. BEBAN USAHA 20. OPERATING EXPENSES
Akun ini terdiri dari: This account consists of the following:
2009 2008 2007
Biaya Penjualan Selling
Iklan dan promosi 39.336.547.199 24.932.792.671 18.074.038.734 Advertising and promotion Perjalanan dinas dan transportasi 27.437.050.299 22.181.394.298 17.956.279.044 Travel and transportation Persediaan kadaluarsa/cacat 26.352.491.530 21.303.573.088 13.615.093.497 Expired/defective inventory Jasa distribusi (Catatan 22b) 5.009.935.614 3.546.898.599 2.765.360.775 Distribution fees (Note 22b) Gaji, tunjangan dan kesejahteraan karyawan 4.450.959.350 3.671.753.642 3.269.609.670 Salaries and employee benefits Jasa profesional 2.745.535.199 1.795.305.483 1.376.311.143 Professional fees Keranjang dan troli 2.176.566.061 1.282.073.925 947.239.366 Crates and trolleys Sewa 1.650.448.095 1.416.990.083 1.133.450.297 Rental Penyusutan 1.575.376.504 1.395.035.293 1.177.635.531 Depreciation Utilitas 845.486.887 667.257.167 600.196.376 Utilities Pencetakan dan fotokopi 790.162.490 557.259.867 435.577.932 Printing and photocopying Lain-lain (masing-masing dibawah Rp500 juta) 697.498.745 610.039.647 839.417.898 Others (below Rp500 million each)
Jumlah 133.803.419.796 99.526.411.449 74.893.685.775 Total
21. TRANSAKSI DAN SALDO DENGAN PIHAK- PIHAK YANG MEMPUNYAI HUBUNGAN ISTIMEWA
21. RELATED PARTY TRANSACTIONS AND BALANCES
a. Biaya royalti berasal dari Perjanjian Teknik dengan Shikishima Baking Co., Ltd. (SBC), pemegang saham sebesar Rp6.316.957.888, Rp4.986.190.324 dan Rp3.256.670.507, yang mencerminkan 2,4%, 2,2% dan 2,2% dari jumlah beban pokok penjualan masing-masing pada tahun 2009, 2008 dan 2007 (Catatan 19 dan 22a). Pada tanggal 31 Desember 2009, 2008 dan 2007, saldo hutang royalti kepada SBC masing-masing sebesar Rp1.590.826.182, Rp1.226.334.841 dan Rp2.058.676.311, dan disajikan sebagai bagian dari akun Biaya yang Masih Harus Dibayar pada neraca (Catatan 10). a. Royalty fees arising from the Technical Agreement with Shikishima Baking Co., Ltd. (SBC), a shareholder, amounted to Rp6,316,957,888, Rp4,986,190,324 and Rp3,256,670,507, which represent 2.4%, 2.2% and 2.2% of total cost of goods sold in 2009, 2008 and 2007, respectively (Notes 19 and 22a). As of December 31, 2009, 2008 and 2007, the outstanding royalty fees payable to SBC amounting to Rp1,590,826,182, Rp1,226,334,841 and Rp2,058,676,311, respectively, are presented as part of Accrued Expenses in the balance sheets (Note 10).
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
36
21. TRANSAKSI DAN SALDO DENGAN PIHAK- PIHAK YANG MEMPUNYAI HUBUNGAN ISTIMEWA (lanjutan)
21. RELATED PARTY TRANSACTIONS AND BALANCES (continued)
b. Beban bunga yang berasal dari obligasi konversi (Catatan 16) sebesar Rp1.956.026.535 atau mencerminkan 52% beban lain-lain bersih pada 2007. b. Interest expense arising from the convertible bonds (Note 16) amounted to Rp1,956,026,535 or represents 52% of other expenses - net in 2007.
22. PERJANJIAN-PERJANJIAN PENTING 22. SIGNIFICANT AGREEMENTS
a. Pada tahun 1995, Perusahaan melakukan Perjanjian Teknik dengan SBC, pemegang saham, di mana SBC menyetujui untuk menyediakan pengarahan teknik, pengetahuan dan pelatihan dalam hal produksi roti. Perjanjian tersebut telah diperpanjang beberapa kali, yang terakhir pada tanggal 1 Januari 2007 telah diperpanjang untuk periode 5 tahun yang berakhir pada tanggal 31 Desember 2011. Berdasarkan perjanjian tersebut, Perusahaan menyetujui untuk membayar biaya royalti (terhutang dalam triwulanan) berdasarkan persentase tertentu dari penjualan bersih.
a. In 1995, the Company entered into a Technical Agreement with SBC, a shareholder, whereby SBC agreed to provide know-how, technical guidance and training in the manufacture of bread. The agreement has been renewed several times with the latest renewal being made on January 1, 2007 for another 5 years ending December 31, 2011. Based on the agreement, the Company agreed to pay royalty fees (payable on a quarterly basis) at a certain percentage of net sales.
b. Pada tahun 2004, Perusahaan melakukan Perjanjian Distribusi dengan PT Indomarco Prismatama (IP), di mana IP menyetujui untuk mendistribusikan produk Perusahaan pada toko-toko IP dengan biaya distribusi sebagaimana yang ditetapkan dalam perjanjian tersebut (Catatan 8 dan 20). b. In 2004, the Company entered into a Distribution Agreement with PT Indomarco Prismatama (IP), whereby the latter agreed to distribute the Companys products in IPs outlets for distribution fees as stated in the agreement (Notes 8 and 20).
c. Perusahaan mempunyai Perjanjian Penunjukan Stock Point dan Distributor dengan 18 distributor untuk mendistribusikan produk Perusahaan ke toko-toko di wilayah Jabodetabek, Bandung, Jawa Timur, Jawa Tengah dan Bali. Di samping itu Perusahaan juga mempunyai Perjanjian Penunjukan Agen dengan 279 agen di mana Perusahaan menunjuk setiap agen untuk melakukan penjualan produk di wilayah yang telah ditentukan di seluruh Jawa, Madura, Bali dan Lampung. Perjanjian Penunjukan Agen tersebut berlaku hingga tanggal 31 Desember 2010. c. The Company entered into Stock Point and Distributor Agreements with 18 distributors whereby the latter agreed to distribute the Companys products to stores around Jabodetabek, Bandung, East Java, Central Java and Bali. Also, the Company has Agent Agreements with 279 agents whereby each agent is appointed to sell the Companys products in identified areas in Java, Madura, Bali and Lampung. These Agent Agreements are valid until December 31, 2010.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
37
22. PERJANJIAN-PERJANJIAN PENTING (lanjutan)
Berdasarkan perjanjian-perjanjian tersebut di atas, distributor dan agen Perusahaan harus memberikan uang muka/jaminan distributor atau agen kepada Perusahaan yang akan dikembalikan pada akhir perjanjian. Pada tanggal 31 Desember 2009, 2008 dan 2007, jumlah uang muka/jaminan distributor atau agen yang diterima Perusahaan masing- masing sebesar Rp4.420.362.606, Rp2.978.721.497 dan Rp2.436.335.202 yang disajikan sebagai Uang Muka Pelanggan pada neraca. Pada tanggal 31 Desember 2009, 2008 dan 2007, deposito berjangka yang ditempatkan Perusahaan sehubungan dengan uang muka/jaminan yang berasal dari distributor atau agen masing-masing sebesar Rp4.345.768.881, Rp2.600.132.826 dan Rp2.148.132.826 disajikan sebagai Deposito Jaminan pada neraca. Pada tahun 2009, 2008 dan 2007, jumlah penjualan kepada distributor dan agen yang timbul sehubungan dengan perjanjian tersebut di atas masing- masing sebesar Rp137.027.734.967, Rp117.587.761.000 dan Rp85.408.583.000. 22. SIGNIFICANT AGREEMENTS (continued)
Based on the above agreements, the distributors and agents should provide the Company guarantee deposits which will be returned upon the end of their respective agreements. As of December 31 2009, 2008 and 2007, total guarantee deposits received by the Company from distributors or agents amount to Rp4,420,362,606, Rp2,978,721,497 and Rp2,436,335,202, respectively, and are presented as Customers Deposits in the balance sheets. As of December 31, 2009, 2008 and 2007, time deposits placed by the Company in relation to the guarantee deposits received from distributors or agents amount to Rp4,345,768,881, Rp2,600,132,826 and Rp2,148,132,826, respectively, and are presented as Guarantee Deposits in the balance sheets. In 2009, 2008 and 2007, sales to distributors and agents related with the above-mentioned agreements, amounted to Rp137,027,734,967, Rp117,587,761,000 and Rp85,408,583,000, respectively.
d. Perusahaan memiliki beberapa Perjanjian Kerjasama Pengangkutan Barang dengan perusahaan transportasi antara lain PT Bangun Putra Kerawang, PT Adira Sarana Armada dan PT Wira Logitama Saksama untuk mengangkut, mengirim dan mendistribusikan produk Perusahaan. Perjanjian-perjanjian tersebut berlaku hingga tanggal 31 Desember 2010. Pada tahun 2009, 2008 dan 2007, jumlah beban transportasi sehubungan dengan perjanjian dengan perusahaan transportasi tersebut di atas masing-masing sebesar Rp26.505.023.240, Rp17.502.824.251 dan Rp7.144.464.343 yang disajikan sebagai bagian dari akun Biaya Perjalanan Dinas dan Transportasi pada bagian biaya penjualan dalam laporan laba rugi. Pada tanggal 31 Desember 2009, 2008 dan 2007 jumlah hutang yang timbul dari transaksi ini masing-masing sebesar Rp1.518.776.723, Rp2.121.585.099 dan Rp698.748.430 disajikan pada akun Hutang Lain-lain pada neraca (Catatan 8). d. The Company entered into several Transportation Agreements with transporter companies, such as PT Bangun Putra Kerawang, PT Adira Sarana Armada and PT Wira Logitama Saksama, to transport, deliver and distribute the Companys products. These agreements are valid until December 31, 2010. In 2009, 2008 and 2007, transportation expense incurred from these transporter companies related to the above- mentioned agreements were amounted to Rp26,505,023,240, Rp17,502,824,251 and Rp7,144,464,343, respectively, and presented as part of Travel and Transportation under selling expense in statements of income. As of December 31, 2009, 2008 and 2007, payables arose from these transactions amounted to Rp1,518,776,723, Rp2,121,585,099 and Rp698,748,430, respectively, are presented as Other Payables in balance sheets.
e. Pada bulan November 2008, Perusahaan melakukan Perjanjian Jual Beli dengan PT Kraft Ultrajaya Indonesia (Kraft) sehubungan dengan pembelian keju. Jumlah pembelian dari Kraft pada tahun 2009, 2008 dan 2007 masing-masing sebesar Rp13.985.568.587, Rp9.931.501.706, dan Rp5.701.739.866. Saldo hutang kepada Kraft sebesar Rp2.087.050.334, Rp1.293.614.898 dan Rp877.077.390 masing-masing pada tanggal 31 Desember 2009, 2008 dan 2007, disajikan sebagai bagian dari akun Hutang Dagang - Pihak Ketiga pada neraca (Catatan 7).
e. In November 2008, the Company entered into Sale and Purchase Agreement with PT Kraft Ultrajaya Indonesia (Kraft) for the purchase of cheese. Total purchases from Kraft in 2009, 2008 and 2007 amounted to Rp13,985,568,587, Rp9,931,501,706, and Rp5,701,739,866, respectively. The outstanding payables to Kraft amounting to Rp2,087,050,334, Rp1,293,614,898 and Rp877,077,390 as of December 31, 2009, 2008 and 2007, respectively, are presented as part of Trade Payables - Third Parties in the balance sheets (Note 7).
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
38 22. PERJANJIAN-PERJANJIAN PENTING (lanjutan) 22. SIGNIFICANT AGREEMENTS (continued)
f. Sehubungan dengan proyek penambahan lini produksi Blok U, Cikarang pada tahun 2009, Perusahaan telah melakukan pemesanan pembelian mesin oven dan top sealer kepada Sanko Machinery Co., Ltd. dan Daisey Machinery Co., Ltd., Jepang dengan jumlah nilai pembelian sebesar JPY137.750.000. Perusahaan telah menempatkan deposito berjangka di BCA untuk keperluan jaminan Letter of Credit (L/C) yang diterbitkan oleh Sumitomo Mitsui Banking Corporation dan Mizuho Bank Ltd atas pemesanan mesin- mesin tersebut. Pada tanggal 31 Desember 2009, deposito berjangka sehubungan dengan hal tersebut di atas sebesar Rp13.018.150.400 disajikan sebagai Deposito Berjangka yang Dibatasi Penggunaannya pada bagian aset lancar dalam neraca.
f. In relation to the Companys additional production line project at Block U, Cikarang, the Company has issued purchase orders to purchase oven and top sealer machine from Sanko Machinery Co., Ltd. and Daisey Machinery Co., Ltd., Japan with purchase value totaling JPY137,750,000. The Company has placed time deposits in BCA which are used as collateral for the Letter of Credit (L/C) issuance by Sumitomo Mitsui Banking Corporation and Mizuho Bank Ltd., in relation to the purchase of the above machineries. As of December 31, 2009, such time deposits amounting to Rp13,018,150,400 are presented as Restricted Time Deposits under current assets in the balance sheets.
23. LABA PER SAHAM
23. EARNINGS PER SHARE Tabel berikut ini menyajikan perhitungan laba per saham: The following table sets forth the computation of earnings per share:
2009 2008 2007
Pembilang untuk laba per saham Numerator for basic earnings dasar - laba bersih 57.114.858.132 42.411.992.431 17.778.449.644 per share - net income Pengaruh dilusi dari obligasi konversi - - 1.369.218.575 Dilutive effect of convertible bonds
Pembilang untuk laba per Numerator for diluted earnings saham dilusian 57.114.858.132 42.411.992.431 19.147.668.219 per share
Penyebut - jumlah rata-rata tertimbang saham beredar Denominator - weighted-average sepanjang tahun setelah number of shares outstanding menyesuaikan konversi during the year after agio saham dan adjusting for conversions of mempertimbangkan penurunan additional paid-in capital nilai nominal saham pada and considering the decrease tahun 2007 dan penyesuaian in par value of shares in 2007, atas obligasi konversi and adjusting for conversions pada tahun 2008 86.050.600 78.050.789 47.122.227 of convertible bonds in 2008 Pengaruh dilusi dari obligasi yang dapat dikonversi Dilutive effect of convertible dan/atau uang muka bonds and/or advances for pemesanan saham - 7.999.811 38.928.373 future stock subscription
Penyebut untuk laba Denominator for diluted per saham dilusian 86.050.600 86.050.600 86.050.600 earnings per share
Laba bersih per saham dasar 663,74 543,39 377,28 Basic earnings per share
Laba bersih per saham dilusian 663,74 492,87 222,52 Diluted earnings per share
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
39 24. ASET DAN KEWAJIBAN MONETER DALAM MATA UANG ASING
24. MONETARY ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES Informasi mengenai aset moneter dan kewajiban moneter dalam mata uang asing pada tanggal 31 Desember 2009 dan nilai setara dalam Rupiah yang dijabarkan dengan menggunakan rata-rata kurs jual dan beli yang diterbitkan oleh Bank Indonesia pada tanggal 31 Desember 2009 dan 3 Mei 2010 dan potensi selisih laba (rugi) kurs adalah sebagai berikut: Information concerning monetary assets and monetary liability denominated in foreign currencies as of December 31, 2009 and their Rupiah equivalents converted using the middle exchange rates that were published by Bank Indonesia as of December 31, 2009 and May 3, 2010, and the related potential foreign exchange gain/(loss) is as follows:
Nilai Setara Rupiah yang Dijabarkan Menggunakan Kurs Tengah/ Potensi Rupiah Equivalents Converted Using Selisih Laba Middle Exchange Rates as of (Rugi) Kurs/
Potential Mata Uang Asing/ 31 Desember 2009/ 3 Mei 2010/ Foreign Exchange Penjelasan/Description Foreign Currency December 31, 2009 May 3, 2010 Gain/(Loss)
Aset moneter/Monetary assets: Kas dan setara kas/ Cash and cash equivalents EUR 303.194 4.096.061.769 3.621.349.136 (474.712.633 ) AU$ 50.882 429.028.862 425.271.756 (3.757.106 )
Deposito berjangka yang dibatasi penggunaannya/ Restricted time deposit JPY 128.000.000 13.018.150.400 12.288.000.000 (730.150.400 )
Kewajiban moneter/Monetary liability: Hutang lain-lain - pihak ketiga/ Other payables - third parties JPY 12.250.000 1.245.825.000 1.176.000.000 69.825.000
Aset Bersih/Net Assets 16.297.416.031 15.158.620.892
Bersih/Net (1.138.795.139 )
Kurs tengah pada tanggal 3 Mei 2010 diterbitkan oleh Bank Indonesia adalah Rp11.944 untuk EUR1, Rp8.358 untuk AU$1 dan Rp96 untuk JPY1. Jika Aset dan kewajiban moneter dalam mata uang asing pada tanggal 31 Desember 2009 dijabarkan dengan menggunakan kurs tengah pada tanggal 3 Mei 2010, maka rugi kurs yang akan timbul adalah sebesar Rp1,1 milyar.
Penjabaran aset dalam mata uang asing, dikurangi dengan kewajiban dalam mata uang asing, tidak dapat ditafsirkan bahwa aset dan kewajiban dalam mata uang asing ini telah, telah dapat, atau akan dapat dikonversikan ke rupiah di masa depan dengan kurs yang berlaku pada tanggal 3 Mei 2010 atau kurs pertukaran lainnya. The middle exchange rates as of May 3, 2010 that were published by Bank Indonesia were Rp11,944 to EUR1, Rp8,358 to AU$1 and Rp96 to JPY1. Had the monetary assets and the monetary liability denominated in foreign currencies as of December 31, 2009 been translated using the middle exchange rates as of May 3, 2010, the Company would have suffered foreign exchange loss amounting to Rp1.1 billion.
The translation of the foreign currency assets, net of foreign currency liability, should not be construed as a representation that these foreign currency assets and liability have been, could have been, or could in the future be, converted into rupiah at the prevailing exchange rates of the rupiah as of May 3, 2010 or at any other rates of exchange.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
40
25. REVISI PSAK 25. REVISED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS
Berikut ini ikhtisar revisi PSAK yang telah diterbitkan oleh Ikatan Akuntan Indonesia namun belum efektif pada tahun 2009:
a. PSAK No. 50 (Revisi 2006), Instrumen Keuangan: Penyajian dan Pengungkapan (PSAK 50R), berisi persyaratan penyajian dari instrumen keuangan dan pengidentifikasian informasi yang harus diungkapkan pada laporan keuangan. Persyaratan penyajian tersebut diterapkan terhadap klasifikasi instrumen keuangan, dari perspektif penerbit, dalam aset keuangan, kewajiban keuangan, dan instrumen ekuitas; pengklasifikasian yang terkait dengan suku bunga, dividen, kerugian dan keuntungan, dan keadaan dimana aset keuangan dan kewajiban keuangan akan saling hapus. PSAK 50R mensyaratkan pengungkapan mengenai, antara lain, informasi mengenai faktor yang mempengaruhi jumlah, waktu dan tingkat kepastian arus kas masa datang yang terkait dengan instrumen keuangan dan kebijakan akuntansi yang diterapkan untuk instrumen tersebut. PSAK 50R ini menggantikan PSAK No. 50, Akuntansi Investasi Efek Tertentu, dan harus diterapkan secara prospektif untuk periode yang dimulai pada atau setelah tanggal 1 Januari 2009 (yang selanjutnya direvisi menjadi pada atau setelah tanggal 1 Januari 2010). Penerapan lebih dini diperkenankan dan harus diungkapkan dalam laporan keuangan.
The following summarizes the revised PSAKs which were recently issued by the Indonesian Institute of Accountants but not yet effective in 2009:
a. PSAK No. 50 (Revised 2006), Financial Instruments: Presentation and Disclosures (PSAK 50R), contains the requirements for the presentation of financial instruments and identifies the information that should be disclosed. The presentation requirements apply to the classification of financial instruments, from the perspective of the issuer, into financial assets, financial liabilities and equity instruments; the classification of related interests, dividends, losses and gains; and the circumstances in which financial assets and financial liabilities should be offset. PSAK 50R requires the disclosure of, among others, information about factors that affect the amount, timing and certainty of an entitys future cash flows relating to financial instruments and the accounting policies applied to those instruments. PSAK 50R supersedes PSAK No. 50, Accounting for Certain Investments in Securities, and is applied prospectively for the periods beginning on or after January 1, 2009 (subsequently amended to become on or after January 1, 2010). Earlier application is permitted and should be disclosed.
b. PSAK No. 55 (Revisi 2006), Instrumen Keuangan: Pengakuan dan Pengukuran (PSAK 55R), mengatur prinsip-prinsip dasar pengakuan dan pengukuran aset keuangan, kewajiban keuangan, dan kontrak pembelian dan penjualan item non-keuangan. PSAK 55R memberikan definisi dan karakteristik terhadap derivatif, kategori dari instrumen keuangan, pengakuan dan pengukuran, akuntansi lindung nilai dan penetapan dari hubungan lindung nilai. PSAK 55R ini menggantikan PSAK No. 55, Akuntansi Instrumen Derivatif dan Aktivitas Lindung Nilai, dan harus diterapkan secara prospektif untuk laporan keuangan yang mencakup periode yang dimulai pada atau setelah tanggal 1 Januari 2009 (yang selanjutnya direvisi menjadi pada atau setelah tanggal 1 Januari 2010). Penerapan lebih dini diperkenankan dan harus diungkapkan dalam laporan keuangan.
b. PSAK No. 55 (Revised 2006), Financial Instruments: Recognition and Measurement (PSAK 55R), establishes the principles for recognizing and measuring financial assets, financial liabilities, and some contracts to buy or sell non-financial items. PSAK 55R provides for the definitions and characteristics of a derivative, the categories of financial instruments, recognition and measurement, hedge accounting and determination of hedging relationships, among others. PSAK 55R supersedes PSAK No. 55, Accounting for Derivative Instruments and Hedging Activities, and is applied prospectively for financial statements covering the periods beginning on or after January 1, 2009 (subsequently amended to become on or after January 1, 2010). Earlier application is permitted and should be disclosed.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
41 25. REVISI PSAK (lanjutan)
25. REVISED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS (continued)
c. PSAK No. 26 (Revisi 2008), "Biaya Pinjaman" (PSAK 26 Revisi 2008), mengatur perlakuan akuntansi untuk biaya pinjaman, dan menggantikan PSAK No. 26 (Revisi 1997), "Biaya Pinjaman". PSAK 26 Revisi 2008 memberikan petunjuk mengenai biaya pinjaman yang dapat diatribusikan secara langsung dengan perolehan, konstruksi, atau produksi suatu aset yang memenuhi syarat dan membentuk bagian biaya dari aset tersebut. Biaya pinjaman lain diakui sebagai beban. PSAK 26 Revisi 2008 ini berlaku untuk laporan keuangan yang dimulai setelah tanggal 1 Januari 2010. Penerapan lebih dini diperkenankan dan harus diungkapkan. c. PSAK No. 26 (Revised 2008), "Borrowing Costs" (PSAK 26 Revised 2008), prescribes the accounting treatment for borrowing costs and supersedes PSAK No. 26 (Revised 1997), "Borrowing Costs". PSAK 26 Revised 2008 provides guidance for borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying asset that form part of the cost of that asset. Other borrowing costs are recognized as expense. PSAK 26 Revised 2008 is effective starting on January 1, 2010. Earlier application is permitted and should be disclosed in the financial statements.
d. PSAK No. 1 (Revisi 2009), Penyajian Laporan Keuangan, menetapkan dasar- dasar bagi penyajian laporan keuangan bertujuan umum (general purpose financial statements) agar dapat dibandingkan baik dengan laporan keuangan periode sebelumnya maupun dengan laporan keuangan entitas lain. PSAK revisi ini berlaku untuk laporan keuangan yang dimulai pada atau setelah tanggal 1 Januari 2011.
e. PSAK No. 2 (Revisi 2009), Laporan Arus Kas, memberikan pengaturan atas informasi mengenai perubahan historis dalam kas dan setara kas melalui laporan arus kas yang mengklasifikasikan arus kas berdasarkan aktivitas operasi, investasi, maupun pendanaan (financing) selama suatu periode. PSAK revisi ini berlaku untuk laporan keuangan yang dimulai pada atau setelah tanggal 1 Januari 2011. d. PSAK No. 1 (Revised 2009), Presentation of Financial Statements, prescribes the basis for presentation of general-purpose financial statements to ensure comparability both with an entity's financial statements of previous periods and with the financial statements of other entities. This revised PSAK is effective for financial statements beginning on or after January 1, 2011.
e. PSAK No. 2 (Revised 2009), Statement of Cash Flows, requires the provision of information about the historical changes in cash and cash equivalents by means of a statement of cash flows which classifies cash flows during the period into operating, investing and financing activities. This revised PSAK is effective for financial statements beginning on or after January 1, 2011.
f. PSAK No. 5 (Revisi 2009), Segmen Operasi, mengatur pengungkapan informasi segmen untuk memungkinkan pengguna laporan keuangan untuk mengevaluasi sifat dan dampak keuangan dari aktivitas bisnis yang mana entitas terlibat dan lingkungan ekonomi dimana entitas beroperasi. PSAK revisi ini berlaku untuk laporan keuangan yang dimulai pada atau setelah tanggal 1 Januari 2011
g. PSAK No. 25 (Revisi 2009), Kebijakan Akuntansi, Perubahan Estimasi Akuntansi, dan Kesalahan, menentukan kriteria untuk pemilihan dan perubahan kebijakan akuntansi, termasuk perlakuan akuntansi dan pengungkapan atas perubahan kebijakan akuntansi, perubahan estimasi akuntansi, dan koreksi kesalahan. PSAK revisi ini berlaku untuk laporan keuangan yang dimulai pada atau setelah tanggal 1 Januari 2011.
f. PSAK No. 5 (Revised 2009), Operating Segments, to prescribes segment information be disclosed enable users of financial statements to evaluate the nature and financial effects of the business activities in which the entity engages and the economic environments in which it operates. This revised PSAK is effective for financial statements beginning on or after January 1, 2011.
g. PSAK No. 25 (Revised 2009), Accounting Policies, Changes in Accounting Estimates and Errors, prescribes the criteria for selecting and changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and corrections of errors. This revised PSAK is effective for financial statements beginning on or after January 1, 2011.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
42 25. REVISI PSAK (lanjutan)
25. REVISED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS (continued)
h. PSAK No. 48 (Revisi 2009), Penurunan Nilai Aset, menetapkan prosedur-prosedur yang diterapkan untuk memastikan agar aset dicatat tidak melebihi jumlah terpulihkan dan jika aset tersebut diturunkan nilai, rugi penurunan nilai harus diakui. PSAK revisi ini berlaku untuk laporan keuangan yang dimulai pada atau setelah tanggal 1 Januari 2011.
i. PSAK No. 57 (Revisi 2009), Provisi, Liabilitas Kontinjensi, dan Aset Kontinjensi, bertujuan untuk mengatur pengakuan dan pengukuran kewajiban diestimasi, kewajiban kontinjensi dan aset kontinjensi serta untuk memastikan informasi memadai telah diungkapkan dalam catatan atas laporan keuangan untuk memungkinkan pengguna laporan memahami sifat, waktu, dan jumlah yang terkait dengan informasi tersebut. PSAK revisi ini berlaku untuk laporan keuangan yang dimulai pada atau setelah tanggal 1 Januari 2011. h. PSAK No. 48 (Revised 2009), Impairment of Assets, prescribes the procedures to be applied to ensure that assets are carried at no more than their recoverable amount and if the assets are impaired, an impairment loss should be recognized. This revised PSAK is effective for financial statements beginning on or after January 1, 2011.
i. PSAK No. 57 (Revised 2009), Provisions, Contingent Liabilities and Contingent Assets, aims to provide that appropriate recognition criteria and measurement bases are applied to provisions, contingent liabilities and contingent assets and to ensure that sufficient information is disclosed in the notes to enable users to understand the nature, timing and amount related to the information. This revised PSAK is effective for financial statements beginning on or after January 1, 2011.
Perusahaan sedang mengevaluasi dampak dari revisi PSAK tersebut di atas dan belum menentukan dampaknya terhadap laporan keuangan. The Company is currently evaluating and has not determined the effects of the above-mentioned revised PSAKs on the financial statements.
26. PERISTIWA SETELAH TANGGAL NERACA
26. SUBSEQUENT EVENTS a. Berdasarkan Keputusan Pemegang Saham tanggal 22 Februari 2010 yang diaktakan dalam akta notaris F. X. Budi Santoso Isbandi, S.H., No. 4, para pemegang saham menyetujui, antara lain: a. Perubahan status Perusahaan dari perusahaan tertutup menjadi perusahaan terbuka b. Perubahan nilai nominal saham Perusahaan dari semula sebesar Rp1.000 per saham menjadi Rp100 per saham c. Penawaran umum saham Perusahaan kepada publik sebanyak-banyak 151.854.000 saham d. Perubahan anggaran dasar Perusahaan.
b. Pada tanggal 22 Februari 2010, Bapak Anthony Salim memperoleh kendali atas TEI, pemegang saham Perusahaan.
c. Pada tanggal 23 Februari 2010, Perusahaan melakukan Perjanjian Jual Beli dengan PT Indofood Sukses Makmur Tbk- Bogasari Flour Mills sehubungan dengan pengadaan tepung dengan kuantitas dan kualitas sebagaimana disebutkan dalam perjanjian. Perjanjian ini berlaku sampai dengan 31 Desember 2012.
a. Based on the Resolutions of the Shareholders dated February 22, 2010, which were covered by notarial deed No. 4 of F. X. Budi Santoso Isbandi, S.H., the shareholders approved the following, among others: a. The change of the Companys status from a private company to a public company b. The change of par value of the Companys shares from Rp1,000 per share to Rp100 per share c. The offering of up to 151,854,000 Company shares to the public d. The amendment of the Companys articles of association.
b. On February 22, 2010, Mr. Anthony Salim has obtained control over TEI, which is a shareholder of the Company.
c. On February 23, 2010, the Company entered into Sale and Purchase Agreement with PT Indofood Sukses Makmur Tbk- Bogasari Flour Mills whereby the latter agreed to provide flour in the quantity and quality as stated in the agreement. The agreement is valid until December 31, 2012.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
43 26. PERISTIWA SETELAH TANGGAL NERACA (lanjutan)
d. Berdasarkan Keputusan Pemegang Saham tanggal 14 April 2010 yang yang diaktakan dalam akta notaris F. X. Budi Santoso Isbandi, S.H., No. 36, para pemegang saham menyetujui perubahan Dewan Komisaris dan Direksi Perusahaan menjadi sebagai berikut:. 26. SUBSEQUENT EVENTS (continued)
d. Based on the Companys Shareholders Decision dated April 14, 2010, which was covered by notarial deed No. 36 of F. X. Budi Santoso Isbandi, S.H., the shareholders approved the change of the Companys Boards of Commissioners and Directors to become as follows: Dewan Komisaris Board of Commissioners Presiden Komisaris Benny Setiawan Santoso President Commissioner Komisaris Tan Hang Huat Commissioner Komisaris (Independen) Seah Kheng Hong Conrad Commissioner (Independent)
Direksi Board of Directors President Direktur Wendy Sui Cheng Yap President Director Direktur Indrayana Director Direktur Kaneyoshi Morita Director Direktur Takao Okabe Director Direktur Yenni Husodo Director Direktur (Tidak Terafiliasi) Chin Yuen Loke Director (Not Affiliated)
Perubahan ini telah diterima dan dicatat dalam database Sistem Administrasi Badan Hukum Departemen Hukum dan Hak Asasi Manusia berdasarkan surat No. AHU-AH.01.10-09844 dan telah didaftar dalam Daftar Perseroan No.AHU-0030660.AH.01.09. Tahun 2010 tanggal 23 April 2010.
This change has been recorded in the database of the Administration System of Law and Human Rights Department based on letter No. AHU- AH.01.10-09844 and registered in Company List No. AHU-0030660.AH.01.09.Tahun 2010 dated April 23, 2010. 27. KONDISI EKONOMI 27. ECONOMIC ENVIRONMENT
Kegiatan usaha Perusahaan dipengaruhi dan mungkin akan terus terpengaruh oleh kondisi ekonomi global yang memberikan pengaruh pada labilnya nilai mata uang, tingkat bunga, harga saham pada bursa dan berdampak negatif terhadap pertumbuhan ekonomi. Pertumbuhan dan pemulihan ekonomi tergantung pada beberapa faktor seperti kebijakan fiskal, moneter dan kebijakan lainnya yang telah dan akan dilakukan oleh Pemerintah, yang merupakan tindakan yang berada di luar kendali Perusahaan. The operations of the Company have been and may continue to be affected by the recent global economic conditions that contribute to volatility in currency values, interest rates, share prices in the stock markets, and negatively impact economic growth. Economic improvements and sustained recovery are dependent upon several factors, such as fiscal, monetary and other measures being undertaken by the Government, actions which are beyond the control of the Company.
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO CATATAN ATAS LAPORAN KEUANGAN Tahun yang Berakhir Pada Tanggal-tanggal 31 Desember 2009, 2008 dan 2007 (Disajikan dalam rupiah, kecuali dinyatakan lain)
PT NIPPON INDOSARI CORPINDO NOTES TO THE FINANCIAL STATEMENTS Years Ended December 31, 2009, 2008 and 2007 (Expressed in rupiah, unless otherwise stated)
44
28. AKUN REKLASIFIKASI 28. RECLASSIFICATION OF ACCOUNTS
Berikut ini adalah akun-akun pada laporan keuangan tahun 2007 dan 2008 yang telah direklasifikasi untuk disesuaikan dengan penyajian akun-akun pada laporan keuangan 2009: Following are the accounts in the 2007 and 2008 financial statements which have been reclassified to conform with the presentation of accounts in the 2009 financial statements:
Dilaporkan sebelumnya/ Diklasifikasikan ke akun/ As previously reported As reclassified 2008 2007
Neraca/Balance sheets:
Kewajiban lancar - Uang muka Kewajiban tidak lancar - Uang pelanggan/Current liabilities - pelanggan/Non-current liabilities Customers deposits - Customers deposits 2.978.721.497 2.436.335.202
Biaya penjualan - Royalti/ Beban pokok penjualan - Royalti/ Selling expense - Royalty fees Cost of goods sold - Royalty fees 4.986.190.324 3.256.670.507
29. PENERBITAN KEMBALI LAPORAN KEUANGAN
Perusahaan sebelumnya telah menerbitkan laporan keuangan untuk tahun yang berakhir pada tanggal- tanggal 31 Desember 2009, 2008 dan 2007, yang telah diaudit oleh Kantor Akuntan Publik Purwantono, Sarwoko & Sandjaja dengan laporan auditor independen No. RPC-10958 tertanggal 18 Februari 2010. Sehubungan dengan rencana Perusahaan untuk melakukan penawaran umum saham perdana, Perusahaan menerbitkan kembali laporan keuangan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2009, 2008 dan 2007, yang disertai dengan beberapa reklasifikasi dan tambahan pengungkapan dalam catatan atas laporan keuangan. 29. REISSUANCE OF THE FINANCIAL STATEMENTS
The Company previously has issued the financial statements for the years ended December 31, 2009, 2008 and 2007 which were audited and reported on by Registered Public Accountants Purwantono, Sarwoko & Sandjaja in their independent auditors report No. RPC-10958 dated February 18, 2010. In relation to the Companys plan for initial public offering of its shares, the Company has reissued its financial statements for the years ended December 31, 2009, 2008 and 2007 which included reclassifications and additional disclosures in the accompanying notes to the financial statements.
30. PENYELESAIAN LAPORAN KEUANGAN 30. COMPLETION OF THE FINANCIAL STATEMENTS
Manajemen Perusahaan bertanggung jawab dalam menyusun laporan keuangan yang diselesaikan pada tanggal 3 Mei 2010. The management of the Company is responsible for the preparation of the financial statements that were completed on May 3, 2010.
67
XVII. APPRAISAL REPORT 68
XVIII. ARTICLES OF ASSOCIATION
The Companys Articles of Association herein is the latest articles of association at the time this Prospectus is issued that is derived from Deed No. 86 dated February 24, 2010, drawn up before FX Budi Santoso Isbando, SH, Mkn, Notary in Jakarta. This amendment to the articles of association has been ratified by the Minister of Law and Human Rights by decree No. AHU-12936.AH.01.02.Tahun 2010 dated March12, 2010.
NAME AND DOMICILE Article 1 1. This limited liability company is named PT NIPPON INDOSARI CORPINDO Tbk, domiciled in Cikarang, Bekasi (hereinafter referred to as the Company). 2. The Company may open branch and/or representative office where the Company is domiciled and in other locations, within and/or outside the territories of the Republic of Indonesia, as determined by the Board of Directors with the approval of the Board of Commissioners.
PERIOD OF ESTABLISHMENT Article 2 The Company is established for an indefinite period of time, established on March 8, 1995, and obtained legal entity status on May 18, 1995, provided that Law No. 1 of 1967 in conjunction with Law No. 11 of 1970 on Foreign Investment in conjunction with Law No. 25 of 2007 on Capital Investment, apply to the Company for a period of thirty years and can be extended by way of renewal of the Foreign Investment license.
PURPOSE, OBJECTIVE AND BUSINESS ACTIVITIES Article 3 1. The purpose and objective of the Company is to operate the business of bread, cake and other foodstuff. 2. To achieve its purpose and objective, the Company may carry out the following business activities: a. Main business activities, which are to establish factories and produce all types of bread including but not limited to various types of bread, toast bread, sandwiches and all type of cakes. b. Supporting business activities, which are to market and sell all types of bread including but not limited to various types of bread, toast bread, sandwiches and all type of cakes.
CAPITAL Article 4 1. The Companys authorized capital is Rp344,000,000,000, divided into 3,440,000,000 shares, each with a par value of Rp100 2. From the authorized capital, 860,506,000 shares with total par value of Rp86,050,600,000 have been issued and paid up by the following shareholders: a. BONLIGHT INVESTMENTS LIMITED: 344,202,400 shares with total par value of Rp34,420,240,000 b. TREASURE EAST INVESTMENTS LIMITED: 344,202,400 shares with total par value of Rp34,420,240,000 c. SOJITZ CORPORATION: 86,050,600 shares with total par value of Rp8,605,060,000 d. SHIKISHIMA BAKING Co., Ltd.: 86,050,600 shares with total par value of Rp8,605,060,000 for a total of 860,506,000 shares with total par value of Rp86,050,600,000. 3. Issuance of equity-like securities a. Each additional capital through issuance of equity-like securities shall be done with preemptive rights to the shareholders registered in the Companys share register on the date of the general shareholders meeting approving the issuance of the equity-like securities in proportion to the number of shares registered in the name of each shareholder. b. Issuance of equity-like securities without preemptive rights can be done under the following circumstances: i. to the Companys employees; ii. to holders of bonds or other securities that are convertible into shares that have been issued with the approval of the general shareholders meeting; iii. in a reorganization and/or restructuring that has been approved by the general shareholders meeting; and/or iv. in accordance with the prevailing Capital Market Law for capital injection without preemptive rights. 69
c. Preemptive rights shall be transferable and tradable within the period of time set out in Regulation No. IX.D.1 on Preemptive Rights. d. Equity-like securities issued by the Company that are not subscribed by holders of the preemptive rights shall be allocated to subscribing shareholders in proportion to the amount of preemptive rights that are exercised by each of the subscribing shareholders. e. Remaining unsubscribed equity-like securities shall be allocated to the party designated as standby buyer at the same terms and conditions. f. The implementation of issuance of shares in portfolio to holders of equity-like securities can be done by the Board of Directors based on the approval from the general shareholders meeting for the issuance of the equity-like securities. g. Additional paid-up capital is effective upon payment and the issued shares shall have the same rights as other shares from the same class, without prejudice to the Companys obligation to notify the amendment of the articles of association to the Minister of Law and Human Rights based on Article 41 paragraphs (2) and (3) of the Company Law. 4. Increase of authorized capital a. Increase of the Companys authorized capital shall be done with approval from the general shareholders meeting. Amendment to the articles of association for the amendment of the authorized capital shall be ratified by the Minister of Law and Human Rights. b. Increase of authorized capital that results in the issued and paid-up capital becoming less than 25% of the authorized capital can only be done under the following conditions: i. has been approved by a general shareholders meeting to increase the authorized capital; ii. has been approved by the Minister of Law and Human Rights of the Republic of Indonesia; iii. an increase of the issued and paid-up capital to a minimum of 25% of the authorized capital shall done within six months from the approval of the Minister of Law and Human Rights referred to in paragraph 4.b.ii of this Article; iv. if the increase of the paid-up capital referred to in paragraph 4.b.iii of this Article is not fulfilled, the Company shall amend its authorized capital such that the authorized capital and the paid-up capital meets the requirement of Article 33 paragraphs 1 and 2 of the Company Law, within two months from the period referred to in paragraph 4.b.iii of this Article; v. the approval from the general shareholders meeting to increase the authorized capital as referred to in paragraph 4.b.i of this Article shall also include approval to amend the articles of association as referrd to in paragraph 4.b.iv of this Article. c. Amendment to the articles of association for the increase of authorized capital shall be effective upon capital injection increasing the paid-up capital to a minimum of 25% of the authorized capital with the same rights as the shares that have been issued by the Company, without prejudice to the Companys obligation to obtain the ratification fothe amendment of the articles of association from the Ministry of Law and Human Rights for the implementation of the increase of paid-up capital based on Article 41 paragraphs (2) and (3) of the Company Law. 5. Non-cash capital injection in the form of tangible and intangible assets shall meet the following conditions: a. the assets that will be used as capital injection shall be announced to the public at invitation for the general shareholders meeting to approve the capital injection; b. the assets that will be used as capital injection shall be valued by an appraised registered at Bapepam-LK and shall not be under lien by whatever form; c. approval from a general shareholders meeting with attendance quorum as set out in Article 16 paragraph 1 of this articles of association shall be obtained, with reference to the requirement set out by Article 35 paragraph 3 of the Company Law; d. if the assets that will be used as capital injection are in the form of shares listed in the stock exchange, the value of the shares shall be based on fair market value; and e. if the capital injection is derived from retained earnings, additional paid-on capital, and/or elements of shareholders equity, such item shall have been recorded in the latest annual financial statements of the Company that have been audited by an auditor registered with Bapepam-LK with an unqualified opinion. 6. a. Shareholders or creditors with claims against the Company cannot use their claims as compensation for obligation to pay for subscribed shares, unless approved by a general shareholders meeting. b. Claims against the Company as referred to in paragraph 6.a of this Article that can be compensated against capital injection are claims against the Company arising out of: 70
i. the Company has received money or tangible or intangible assets that can be valued; ii. parties issuing guarantee for loans obtained by the Company have fully repaid the Companys loans in the amount of the guarantee; or iii. the Company is a guarantor of a third partys loan and the Company has received benefits in the form or money or assets that can be valued and have actually been received by the Company. c. Approval from the general shareholders meeting as referred to in paragraph 6.a of this Article is valid if the requirements on the holding of a general shareholders meeting, the attendance quorum and the number of votes to amend articles of association as set out in Article 16 paragraph 2 of this articles of association and based on provisions of the Capital Market Law have been met. d. If there is a conflict of interest, approval from the general shareholders meeting as referred to in paragraph 6.a of this Article shall follow the requirements on conflict of interest transaction set out in Article 16 paragraph 14 of this articles of association and the provisions of the Capital Market Law. 7. The Board of Directors is authorized to issue shares under portfolio without preemptive rights under the following conditions: a. if the issuance of such shares does not exceed 5% of paid-up capital within three years; or b. if the main purpose of such additional capital or issuance of shares is to improve the Companys financial position when the Company is under one of the following conditions: i. the Company receives loans from Bank Indonesia or other governmental institutions that amount to more than 200% of the paid-up capital or other conditions that result in a restructuring of the Company by an authorized governmental institution; or ii. the Company fails or is unable to avoid failure to repay its obligations to an unaffiliated lender and if such unaffiliated lender agrees to receive the Companys shares or convertible bond to settle the obligation. 8. In implementing paragraph 7 of this Article, the Board of Directors shall meet the following procedures: a. Issuance of shares under portfolio shall be with prior approval from a general shareholders meeting with the following requirements: i. if the issuance of shares under portfolio is accompanied by an increase of authorized capital, the general shareholders meeting can be held if attended by a minimum of 2/3 of issued shares. Decision of the general shareholders meeting shall be made based on consensus, failing which decision is considered valid if approved by a minimum of 2/3 of votes, unless this articles of association or the provisions of the Capital Market Law require a higher quorum and/or votes based on Articles 75, 76 and 82 the Company Law; or ii. if the issuance of shares under portfolio is not accompanied by an increase of authorized capital, the general shareholders meeting can be held if attended by a minimum of 1/2 of issued shares. Decision of the general shareholders meeting shall be made based on consensus, failing which decision is considered valid if approved by a minimum of 1/2 of votes, unless this articles of association or the provisions of the Capital Market Law requires a higher quorum and/or votes based on Articles 75, 76 and 82 the Company Law; b. the price of shares to be issued shall be in the minimum equal to the par value of the shares (cannot be below par); c. parties subscribing to the shares shall be approved by the general shareholders meeting referred to paragraph 8.a of this Article, except if such parties are either Bank Indonesia or other governmental institutions or unaffiliated lender as referred to in paragraph 7.b of this Article; d. other provisions of this articles of association and the laws; e. the Board of Directors shall announce the circular to shareholders at the latest fourteen days prior to the general shareholders meeting approving the issuance of the shares, which shall include the management analysis and discussion on the proforma financial condition of the Company and the effect of the additional capital to the shareholders as well as the reason why the issuance of new shares without preemptive rights is the best option for all shareholders; f. if the Board of Directors issue shares pursuant to the provisions of paragraph 7.b of this Article, they shall disclose all material facts on the latest financial condition, including explanations on illiquid inventories, payables or receivables allowance for doubtful accounts, Bank Indonesia liquidity credit and/or bad debt on receivables and payables, including loans to or receivables from affiliated parties; 71
g. if the issuance of shares referred to paragraph 7.b of this Article results in a conflict of interest, its implementation shall follow the regulations on conflict of interest set out in Article 16 paragraph 4 of this articles of association and the provisions of the Capital Market Law.
SHARES Article 5 1. All and each of the Companys shares are registered shares. 2. The Company only recognizes one individual or one legal entity as shareholder, which is an individual or a legal entity whose name in registered as shareholder in the Shareholder Register as referred to in Article 52 paragraphs (1) and (2) of the Company Law, without prejudice to the provisions of the Capital Market Law. 3. If for whatever reason a share is owned by more than one party, the joint owners shall designate in writing one party who will be registered in the Shareholder Register as shareholder and is authorized to exercise the rights as shareholders to represent them. 4. As long as the provision of paragraph 3 of this Article has not been fulfilled, the shareholders will not be counted in the quorum and cannot vote in a general shareholders meeting as set out in Article 52 paragraphs (1), (2), (3) and (4) of the Company Law, while dividend payment for such share will be postponed. 5. Each shareholder shall legally be subject to this articles of association and to all decisions made validly in a general shareholders meeting, provisions of the Capital Market Law and the stock exchange regulations where the Companys shares are listed. 6. All shares issued by the Company can be pledged in accordance with the provisions of the laws on pledging of shares, the Capital Market Law and the Company Law.
SHARE CERTIFICATE Article 6 1. If the Companys shares are stored in a collective custody with a Settlement and Custodian Agency, the Company shall issue a certificate or written confirmation to the Settlement and Custodian Agency based on the provision of collective custody of Article 9 of this articles of association. 2. If the Companys shares are not stored in a collective custody with a Settlement and Custodian Agency, the Company shall provide proof of share ownership in the form of share certificate or collective share certificate to the shareholders. 3. The share certificate shall at the minimum contain: a. name and address of the shareholder; b. share certificate number; c. share number; d. date of issuance of the share certificate; e. par value of the share; f. logo of the Company. 4. The collective share certificate shall at the minimum contain: a. name and address of the shareholder; b. share certificate number; c. share number; d. date of issuance of the share certificate; e. par value of the share; f. number of shares represented by the collective share certificate; g. logo of the Company. 5. Each share certificate and/or collective share certificate shall be printed in accordance with the provisions of the Capital Market Law and signed by one member of the Board of Directors together with one member of the Board of Commissioners, such signature can be printed on the share certificate and/or collective share certificate. 23. The provision set out in paragraph 5 of this Article shall apply mutatis mutandis for printing and signing of equity- like securities.
REPLACEMENT SHARE CERTIFICATE Article 7 1. Replacement of a damaged share certificate can be done if: a. The party requesting the replacement is the holder of the share certificate; and 72
b. The Company has received the damaged share certificate. 2. The Company shall destroy the damaged share certificate upon issuance of its replacement. 3. Replacement of lost share certificate can be done if: a. The party requesting the replacement is the holder of the share certificate; b. The Company has obtained report from the Police Department of the Republic of Indonesia of the loss of the share certificate; c. The party requesting replacement provides evidence that is considered sufficient by the Companys Board of Directors; and d. The plan to issue such replacement has been notified to the stock exchange where the Companys shares are listed at the latest fourteen days prior to the issuance of such replacement share certificate. 4. Costs relating to the replacement share certificate shall be borne by the shareholder. 5. Issuance and reason for issuing replacement share certificate for damaged and lost certificate shall be reported in a meeting of the Board of Directors. 6. Issuance of replacement share certificate shall result in cancellation of the original share certificate. 7. The provisions of paragraphs 1, 2 and 3 of this Article shall also apply for issuance of replacement collective share certificate and for equity-like securities.
SHAREHOLDER REGISTER AND SPECIAL REGISTER Article 8 1. The Board of Directors shall maintain register of securities account holders, Shareholder Register and Special Register at its domicile. 2. The Shareholder Register shall at the minimum records: a. name and address of shareholders and/or Settlement and Custodian Agency or other parties appointed by account holder with the Settlement and Custodian Agency; b. amount, number and date of acquisition of the shares and class of shares if there are more than one class of shares; c. amount paid-up for each share; d. name and address of individual or legal entity holding a pledge over the shares or as beneficiary of fiduciary of shares agreement and the date of the pledge or registration date of the fiduciary of the shares; e. description of non-cash payment for the shares; f. other information that the Board of Directors consider necessary and/or required by laws. 3. The Special Register records information on share ownership by members of the Board of Directors and Board of Commissioners and their families in the Company and/or other companies and the dates the shares are acquired. The Board of Directors shall properly maintain a register of securities account holders, Shareholder Register and Special Register. 4. The shareholder shall notify each change of address to the Board of Directors in writing. As long as such notification has not been properly received by the Company, all correspondence, notification and/or invitation for general shareholders meeting shall be valid if sent to the latest address recorded in the register of securities account holders or the Shareholder Register. 5. Each note in the Shareholder Register and Special Register shall be signed by one member of the Board of Directors or their power of attorney. 6. The Board of Directors shall make the register of securities account holders, Shareholder Register and Special Register available in the Companys office. Each shareholder or its power of attorney may request that the register of securities account holders, Shareholder Register and Special Register relating to them be shown to them during the Companys office hours. 7. A valid shareholder of the Company shall have the rights to exercise all rights granted to a shareholder based on the laws and the provisions of this articles of association as set out in Article 52 paragraphs (1) and (2) of the Company Law. 8. Registration of more than one party for one share or transfer of one share to more than one party is not allowed. 9. The Board of Directors can appoint and authorize the Share Registrar to conduct the share registration in register of securities account holders, Shareholder Register and Special Register. Each registration in the register of securities account holders or Shareholder Register, including register of sale, transfer, pledge and fiduciary involving the Companys shares, shall be done in accordance with the provisions of this Articles of Association, the Capital Market Law and the stock exchange regulations where the Companys shares are listed.
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COLLECTIVE CUSTODIAN Article 9 1. Shares under collective custody are subject to this Article 9 as follows: a. Shares under collective custody with a Settlement and Custodian Agency shall be registered in the Shareholders Register in the name of the Settlement and Custodian Agency for the benefit of the account holder. b. Shares under collective custody with a custodian bank or securities company that is recorded in the securities account with a Settlement and Custodian Agency shall be registered in the name of the custodian bank or securities company for the benefit of the account holder of the custodian bank or securities company. c. If shares under collective custody with a custodian bank is part of the mutual fund portfolio in the form of a collective investment contract and is not part of a collective custody with a Settlement and Custodian Agency, the Company shall register the shares in the Shareholder Register in the name of the Custodian Bank for the benefit of the participation units of the mutual fund. d. The Company shall issue certificate or confirmation to the Settlement and Custodian Agency as referred to in paragraph 1.1 of this Article or the Custodian Bank as referred to in paragraph 1.c of this Article as proof of recording in the Shareholder Register. e. The Company shall record the change of shares in collective custody that are registered in the name of a Settlement and Custodian Agency or a Custodian Bank for a collective investment contract mutual fund in the Shareholder Register to the name of the party designated by the Settlement and Custodian Agency or the Custodian Bank. Request for change shall be submitted by the Settlement and Custodian Agency or the Custodian Bank to the Company or the Share Registrar appointed by the Company. f. The Settlement and Custodian Agency, the Custodian Bank or the securities company shall issue a confirmation to the account holder as proof of register in the securities account. g. In the collective custody, each share from the same type and class that is issued by the Company is equal and interchangeable. h. The Company shall reject registration of shares in a collective custody if the share certificate is lost or destroyed, unless the party requesting such change can provide sufficient evidence and/or guarantee that it is the rightful owner of the shares and the share certificate is indeed lost of destroyed. i. The Company shall reject registration of shares in a collective custody if the shares are pledged, under confiscation by the court or for the purpose of investigation of a criminal case, where the pledge and/or confiscation has been notified in writing by the shareholder or other interested parties to the Company. j. Holder of securities account whose securities are registered in a collective custody shall have the right to attend and/or vote in a general shareholders meeting in accordance with the number of shares held in the account. k. The Custodian Bank and securities companies shall submit the list of holders of securities accounts and the number of shares held by each holder in the Custodian Bank and securities companies to the Settlement and Custodian Agency for further submission to the Company at the latest one day prior to invitation for a general shareholders meeting. l. An investment manager shall have the right to attend and vote in a general shareholders meeting for shares in the collective custody with a Custodian Bank that are part of the collective investment contract mutual fund portfolio and are not part of a collective custody with a Settlement and Custodian Agency, with the provision that the Custodian Bank shall submit the name of the investment manager to the Company at the latest one business day prior the invitation for a general shareholders meeting. m. The Company shall give dividends, bonus shares and/or other rights relating to share ownership to the Settlement and Custodian Agency for shares under collective custody with the Settlement and Custodian Agency and subsequently the Settlement and Custodian Agency shall pass them on to the Custodian Bank and securities companies for the benefit of each account holder with the Custodian Bank or securities companies. n. The Company shall give dividends, bonus shares and/or other rights relating to share ownership to the Custodian Bank for shares under collective custody with the Custodian Bank that are part of a collective investment contract mutual fund portfolio and is not part of a collective custody with the Settlement and Custodian Agency. o. The deadline for determination of holders of securities accounts who are entitled to receive dividends, bonus shares and/or other rights relating to share ownership in a collective custody is determined by a general 74
shareholders meeting. Custodian Bank and securities companies shall provide a list of holders of securities accounts to the Settlement and Custodian Agency with the respective number of shares at the latest on the record date for determination of shareholders entitled to the receive the dividends, bonus and/or other rights, for subsequent submission to the Company at the latest one business day after the record date. 2. Provisions on collective custody shall be subject to provisions of the Capital Market Law and regulations of the stock exchange where the Companys shares are listed.
TRANSFER OF SHARES Article 10 1. a. Transfer of shares shall be proven by a document signed by or on behalf of the transferor and by the party party receiving the transfer of shares. Share transfer document shall be in the form provided or approved by the Board of Directors. b. Transfer of shares in the collective custody shall be done by book-entry settlement from one securities account to another securities account with the Settlement and Custodian Agency, the Custodian Bank and the securities companies. Transfer document of shares traded in the capital market shall follow the provisions of the stock exchange where the Companys shares are listed. c. Form and procedure for transfer of shares traded in the stock exchange shall follow the provisions of the Capital Market Law. d. Form and procedure of transfer of shares that are not part of the collective custody shall follow the provisions of this articles of association, the Capital Market Law and the Company Law. e. Transfer of shares is effective upon registration in the securities account holders list or the Companys Shareholder Register, without prejudice to the provisions of this articles of association and the Capital Market Law and the regulations of the stock exchange where the Companys shares are listed. 2. Transfer of shares that are not in accordance with the provisions of this articles of association or the laws or without approval from the authorized party if required shall not be valid. 3. The Board of Directors in its discretion and with providing reason for it, can reject to register transfer of shares in the list of holders of securities accounts or the Shareholder Register if the provisions of this articles of association are not met. 4. If the Board of Directors refuses to register transfer of shares, the Board of Directors shall send notification of rejection to the party submitting application for transfer within thirty days from the date the application is received by the Board of Directors, without prejudice to the provisions of the Capital Market Law and the regulations of the stock exchange where the Companys shares are listed. 5. If there is a change in the ownership of shares, the original owner who is registered in the list of holders of securities accounts or the Companys Shareholder Register shall be regarded as the owner of the shares as referred to in Article 52 paragraphs (1) and (2) of the Company Law until such time the new owner has been registered in the list of holders of securities accounts or the Companys Shareholder Register, without prejudice to the provisions of the Capital Market Law and the regulations of the stock exchange where the Companys shares are listed. 6. Each person that receives right over shares from death of a shareholder or other reasons that results in change of ownership by law may, by submitting evidence of such right as from time to time may be required by the Board of Directors, to request in writing to be registered as holder of such shares. Request may be made if the Board of Directors receives evidence of such right, without prejudice to the provisions of this articles of association and the Capital Market Law and the regulations of the stock exchange where the Companys shares are listed.
GENERAL SHAREHOLDERS MEETING Article 11 1. The Companys general shareholders meeting (GSM) consists of: a. Annual GSM as referred to the Article 12 of this articles of association; b. Extraordinary GSM (EGM), which is a GSM held from time to time based on needs as referred to in Article 13 of this articles of association. 2. The term GSM is this articles of association shall mean both, the Annual GSM and the EGM, unless specifically stated otherwise.
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ANNUAL GSM Article 12 1. Annual GSM shall be held by the Board of Directors once a year by June as referred to in Article 79 paragraph (1) and Article 78 paragraphs (2) and (3) of the Company Law and preceded by announcement of GSM invitation and invitation for GSM. 2. In an annual GSM: a. The Board of Directors presents the annual report to the GSM after review the Board of Commissioners that contains at the minimum: i. financial statements consisting of at the minimum balance sheet at the end of the latest year with comparison for the previous year, profit and loss statement for the relevant fiscal year, cash flow statement and report of changes in equity as well notes to the financial statements; ii. report on the Companys business activities; iii. report on implementation of social and environmental responsibilities; iv. details of any issues arising during the fiscal year that affected the Companys business activities; v. report on supervisory duties carried out the Board of Commissioners during the latest fiscal year;uthori vi. names of members of the Board of Directors and Board of Commissioners; vii. salaries and benefits for members of the Board of Directors and salaries or fees for members of the Board of Commissioners for the latest fiscal year; viii. report on annual business plan and budget; b. decision on the use of the Companys profits is made based on proposal from the Board of Directors in accordance with the provisions of Articles 70 and 71 of the Company Law; c. appointment of public accounting firm that is registered with Bapepam-LK, the amount of fees and other terms of such appointment; d. if required appointment of members of the Board of Directors and Board of Commissioners; e. determination of the amount of salaries and benefits and/or other remuneration to members of the Board of Directors and salaries or fees and other benefits to members of the Board of Commissioners; f. if required division of responsibilities and authorities amongst members of the Board of Directors and/or limits and terms of authorities of the Board of Directors to represent the Company; and g. decision on agenda to be proposed in accordance with the provisions of this articles of association and Article 79 paragraphs (8) and (9), Article 80 paragraph (5), Article 7 paragraphs (3) and (4), Article 76 paragraphs (3), (4) and (5), Article 82 paragraph (5) of the Company Law, announcement of GSM invitation as referred to in Article 83 of the Company Law and GSM invitation as referred to in Article 82 paragraph (1) of the Company Law. 3. Approval of the annual report, ratification of the annual financial statements and the report of the supervisory functions conducted by the Board of Commissiones in an annual GSM provides full release and discharge to members of the Board of Directors and Board of Commissioners for the management of the Company in accordance with the purpose and objective of the Company and for their representation of the Company in front of or outside the court and for supervision over management policies, general management of the Company and its businesses and for advise to the Board of Directors during the fiscal year, as far as such actions are reflected in the annual report, financial statements and report of the supervisory function conducted by the Board of Commissioners, with the exception of frauds and/or other criminal actions. 4. If the Board of Directors fail to hold an annual GSM within the prescribed period, upon the request of one or more shareholders who together represent 1/10 or more of shares with valid voting rights or the Board of Commissioners as referred to in Article 79 paragraphs (2)a and b of the Company Law, the Board of Directors, the Board of Commissioners or the shareholders shall hold an annual GSM as referred to in Articles 79 and 80 of the Company Law with prior announcement for the upcoming invitation for an annual GSM as referred to in Article 83 of the Company Law and invitation for an annual GSM as referred to in Article 82 of the Company Law. 5. GSM as referred to in paragraph 4 of this Article shall follow the provisions of Articles 75, 76 and 82 of the Company Law.
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EXTRAORDINARY GSM Article 13 1. Extraordinary GSM is held by the Board of Directors any time based on needs for the benefit of the Company as referred to in Article 79 paragraph (1) and Article 78 paragraph (4) of the Company Law, preceded with an announcement and invitation for GSM. 2. Extraordinary GSM may decide on agenda proposed in accordance with the provisions of this articles of association and is subject to the provisions of Article 79 paragraphs (8) and (9), Articles 80 paragraph (5), Article 75 paragraphs (3) and (4), Article 76 paragraphs (3), (4) and (5), Article 82 paragraph (5) of the Company Law, announcement of GSM as referred to Article 83 of the Company Law and invitation for GSM as referred to in Article 82 paragraph (1) of the Company Law. 3. If the Board of Directors fail to hold an extraordinary GSM, upon the request of one or more shareholders who together represent 1/10 or more of shares with valid voting rights or the Board of Commissioners as referred to in Article 79 paragraphs (2)a and b of the Company Law, the Board of Directors, the Board of Commissioners or the shareholders shall hold an extraordinary GSM as referred to in Articles 79 and 80 of the Company Law with prior announcement for the upcoming invitation for an annual GSM as referred to in Article 83 of the Company Law and invitation for an annual GSM as referred to in Article 82 of the Company Law. 4. GSM as referred to in paragraph 3 of this Article shall follow the provisions of Articles 75, 76 and 82 of the Company Law
PLACE, ANNOUNCEMENT, INVITATION AND SCHEDULE OF GSM Article 14 1. A GSM can be held in: a. where the Company is domiciled; b. where the Company conducts its business activities; or c. where the stock exchange where by the Companys shares are listed is domiciled. 2. Announcement for a GSM shall be made at the latest fourteen days prior to the date of the GSM invitation, excluding the date of the announcement and the date of the invitation, by putting an advertising in two or more newspapers with Indonesian language, one of which shall have national circulation and the other with circulation in the domicile of the Company as determined by the Board of Directors. 3. Invitation for a GSM shall be made at the latest fourteen days prior to the GSM, excluding the date of the invitation and the date of the GSM, by putting an advertising in two or more newspapers with Indonesian language, one of which shall have national circulation and the other with circulation in the domicile of the Company as determined by the Board of Directors. 4. With the exception of invitations for second and third GSMs to approve conflict of interest transactions which are done at the latest fourteen days prior to the second and third GSM, excluding the date of the invitation and the date of the GSM as referred to in Regulation No. IX.E.1 on Conflict of Interest Transaction, invitation for GSM shall be done at the latest seven days prior the second GSM, excluding the date of the invitation and the date of the GSM with information that the first GSM has been held by does not meet the attendance quorum, by putting an advertising in two or more newspapers with Indonesian language, one of which shall have national circulation and the other with circulation in the domicile of the Company as determined by the Board of Directors. 5. The GSM invitation shall include the date, time, location, agenda and notice that the materials for the GSM are available in the Companys office between the date of the GSM invitation to the GSM date in accordance with the Company Law, unless otherwise determined by the Capital Market Law. 6. The second GSM can be held at earliest ten days and at the latest twenty one days from the first GSM. 7. If the announcement and invitation for a GSM are not made in accordance with the laws and/or this articles of association, the decisions of the GSM shall be valid if the GSM is attended by all shareholders representing all valid votes of the Company and is approved unanimously in accordance with Article 85 paragraph (5) of the Company Law. 8. GSM may not make a decision on an additional agenda, unless the GSM is attended by all shareholders who approve the additional agenda and the approval is unanimous in accordance with Article 75 paragraphs (3) and (4) of the Company Law. 9. If a GSM is attended by all shareholders who unanimously approve the additional agenda, the GSM can held at any location in Indonesia and can make decisions of such decisions are made unanimously in accordance with Article 76 paragraphs (3), (4) and (5) of the Company Law. 77
10. Proposal from shareholders and/or the Board of Commissioners shall be included in the agenda of the GSM to be held by the Board of Directors, if: a. such proposal is submitted in writing to the Board of Directors by one or more shareholders who together represent at least 1/10 of all shares with voting rights and/or by the Board of Commissioners; b. such proposal has been received by the Board of Directors by registered mail and includes the reason for such proposal at the latest seven days prior to the issuance of the invitation for GSM by the Board of Directors; and c. such proposal is deemed by the Board of Directors to be directly related with the Companys business activities in accordance with Article 12 paragraph 4 and Article 13 paragraph 3 of this articles of association.
CHAIRMAN AND MINUTES OF GSM Article 15 1. A GSM shall be chaired by a Commissioner appointed by the Board of Commissioners. Should the Board of Commissioners be unable to appoint one of its members as chairman of GSM or all members of the Board of Commissioners do not or cannot attend the GSM, the GSM shall be chaired by a Director appointed by the Board of Directors. Should the Board of Directors be unable to appoint one of its members of chairman of GSM or all members of the Board of Directors do not or cannot attend the GSM, the GSM shall be chaired by a shareholder attending the GSM who is appointed from and by the GSM attendees. 2. If the Commissioner appointed by the Board of Commissioners has a conflict of interest with the agenda of the GSM, the GSM shall be chaired by another Commissioner who does not have a conflict of interest. Should all members of the Board of Commissioners have a conflict of interest, the GSM shall be chaired by a Director appointed by the Board of Directors. Should such Director have a conflict of interest, the GSM shall be chaired by another member of the Board of Directors who does not have a conflict of interest. Should all members of the Board of Directors have a conflict of interest, the GSM shall be chaired by an independent shareholder appointed by other shareholders attending the GSM. 3. All items discussed and decided in a GSM shall be put into a minutes of GSM by a notary. The minutes of GSM shall be valid evidence to all shareholders and third parties of the attendance quorum, votes and decisions made in the GSM.
GSM ATTENDANCE QUORUM, VOTES AND DECISIONS Article 16 1. Attendance quorum and decisions of GSM on matters to be decided in a GSM, issuance of equity-like securities, increase of issued and paid-up capital within the authorized capital, change of members of the Board of Directors and Board of Commissioners, approval of annual report, ratification of annual financial statements and report of the Board of Commissioners supervisory function, as well as approval on use of profits can be taken: a. if the GSM is attended by more than of all shares with votes or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than of votes issued in the GSM, unless this articles of association or provisions of the Capital Market Law require a higher attendance quorum and/or a higher approval level, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; b. a second GSM is valid and may make decisions if the GSM is attended by at least 1/3 of all shares with votes or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than of votes issued in the GSM, unless this articles of association or provisions of the Capital Market Law require a higher attendance quorum and/or a higher approval level without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; and c. if the attendance quorum of a second GSM is not met, the Chairman of Bapepam-LK, based on request of the Company, shall decide on the attendance quorum, votes required for a decision, invitation and schedule of a third GSM, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law. 2. The attendance quorum and decisions of a GSM to amend this articles of association, increase of authorized capital, share buyback or its subsequent transfer, or approval to set off claims from shareholders and creditors against payment for shares can be taken: a. if the GSM is attended by more than 2/3 of all shares with votes or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than 2/3 of votes issued in the GSM, unless this articles of association or provisions of the Capital Market Law require a higher attendance 78
quorum and/or a higher approval level, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law. Amendment to this articles of association shall be made in the Indonesian language; b. a second GSM is valid and may make decisions if the GSM is attended by at least 3/5 of all shares with votes or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than of votes issued in the GSM, unless this articles of association or provisions of the Capital Market Law require a higher attendance quorum and/or a higher approval level without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; c. if the attendance quorum of a second GSM is not met, the Chairman of Bapepam-LK, based on request of the Company, shall decide on the attendance quorum, votes required for a decision, invitation and schedule of a third GSM, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; d. amendment to this articles of association relating to change of the Companys name and/or domicile, purpose and objective, period of establishment, amount of authorized capital, reduction of issued and paid- up capital and/or the Companys status to the listed company or the reverse shall be with the approval of the Minister of Law and Human Rights of the Republic of Indonesia and such amendment shall be valid upon the issuance of the decree of the Minister of Law and Human Rights of the Republic of Indonesia on approval of amendment of articles of association as referred to in Article 21 paragraphs (1) and (2) and Article 23 paragraph (1) of the Company Law; e. amendment to the articles of association other than what are referred to in paragraph 2.d of this Article shall only be notified to the Minister of Law and Human Rights of the Republic of Indonesia and such amendment shall be valid upon the issuance of the decree of the Minister of Law and Human Rights of the Republic of Indonesia on approval of amendment of articles of association as referred to in Article 21 paragraph (3) and Article 23 paragraph (2) of the Company Law; and f. decision on capital reduction shall be notified in writing to all of the Companys creditors by publication in two Indonesian language newspapers, one of which shall be with national circulation and the other shall be with circulation or is published in the Companys domicile, as determined by the Board of Directors within seven days from the date of the GSM decision, without prejudice to the provisions of Articles 44, 45, 46 and 47 of the Company Law. 3. Attendance quorum and decision of GSM to transfer the Companys assets or pledge as guarantee the Companys assets representing more than 50% of the Companys net assets as per the latest financial statements that have been audited by a public account in one or more transactions, whether they are related or not, merger, consolidation, takeover, spin off, application for bankruptcy, amendment of the articles of association to renew the Companys period of establishment or dissolution of the Company can be done: a. if the GSM is attended by more than 3/4 of all shares with votes or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than 3/4 of votes issued in the GSM, unless this articles of association or provisions of the Capital Market Law require a higher attendance quorum and/or a higher approval level, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law. Amendment to this articles of association shall be made in the Indonesian language; b. a second GSM is valid and may make decisions if the GSM is attended by at least 2/3 of all shares with votes or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than 3/4 of votes issued in the GSM, unless this articles of association or provisions of the Capital Market Law require a higher attendance quorum and/or a higher approval level without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; c. if the attendance quorum of a second GSM is not met, the Chairman of Bapepam-LK, based on request of the Company, shall decide on the attendance quorum, votes required for a decision, invitation and schedule of a third GSM, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; d. the Board of Directors proposing the merger, consolidation, takeover or spin off shall publish summary of merger, consolidation, takeover or spin off plan in two Indonesian language newspapers, one of which shall have national circulation and the other shall be circulated or published in the Companys domicile as determined by the Board of Directors at the latest thirty days prior to the GSM invitation as referred to in Article 127 paragraphs (2) and (8) of the Company Law. 4. Attendance quorum and decision of GSM to approve conflict of interest transaction can be done: a. if the GSM is attended by more than 1/2 of all shares with votes of independent shareholders or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than 1/2 of votes issued to independent shareholders in the GSM, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law. 79
b. a second GSM is valid and may make decisions if the GSM is attended by at least 1/2 of all shares with votes of independent shareholders or their representatives. If consensus on a decision cannot be reached, a decision is valid if approved by more than 1/2 of votes issued to independent shareholders in the GSM, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; c. if the attendance quorum of a second GSM is not met, the Chairman of Bapepam-LK, based on request of the Company, shall decide on the attendance quorum, votes required for a decision, invitation and schedule of a third GSM, without prejudice to the provisions of Articles 75, 76 and 82 of the Company Law; d. shareholders with conflict of interest shall be deemed to give the same vote as the decision taken by the independent shareholders. 5. Shareholders with rights to attend a GSM are those who are registered in the securities account holders list or the Companys Shareholder Register one business day prior to the GSM invitation, without prejudice to the provisions of laws and regulations of the stock exchange where the Companys shares are listed. Shareholders may be represented by other shareholders or third parties with a valid power of attorney. 6. The Chairman of a GSM is entitled to request that power of attorneys representing shareholders is shown when the GSM is held and to determine the shareholders that are entitled to attend and vote in the GSM and exercise other rights based on provisions of the laws. 7. In a GSM, each share shall give the right to its holder to issue one vote. 8. Members of the Board of Directors and Board of Commissioners and/or the Companys employees may act as power of attorney in a GSM, however their votes will not be counted in voting. 9. Voting on individuals is conducted in a sealed envelope and is not signed, while voting on others are conducted orally, unless if the Chairman of the GSM decides otherwise without objection from one or more shareholders who together represent 1/10 or more of all shares with voting rights. a. Invalid votes shall be deemed not issued and will not be counted in determining the number of votes issued in the GSM. b. Shareholders with voting rights who attend the GSM but do not vote are deemed to have voted in accordance with the majority shareholders with votes in the GSM. 10. Shareholders can also make a binding decision outside of a GSM with the condition that all shareholders with votes agree in writing by signing the proposal. Such decision is equally binding as decisions made validly in a GSM.
BOARD OF DIRECTORS Article 17 1. The Board of Directors consists of a minimum of three members, which are: (a) one President Director; (b) two or more Directors; and one of them, except the President Director, shall be an unaffiliated Director as designated by the meeting of the Board of Directors. 2. Members of the Board of Directors are appointed and terminated by a GSM. Appointment shall be effective on the fifth day from the GSM where they are appointed and terminate upon the closing of the fifth annual GSM since their appointment, subject to the requirements for members of the Board of Directors as referred to in Articles 93 and 94 of the Company Law, provisions of the Capital Market Law and other laws relating to the business of the Company and without prejudice to the provisions of paragraph 4 of this Article. 3. An individual appointed as member of the Board of Directors may be reappointed after their term ends by a decision of a GSM, subject to the provisions of paragraph 2 of this Article. 4. A GSM may from time to time terminate one or more members of the Board of Directors prior to the end of their terms by specifying the reason. Such termination shall be effective upon the closing of the GSM, unless if GSM specifies a different termination date, subject to the provisions of Article 105 paragraph (5) of the Company Law. 5. a. Members of the Board of Directors may resign from their positions with at the minimum thirty days prior written notice to the Company. b. The Company shall hold a GSM to decide on the resignation of members of the Board of Directors within sixty days from the receipt of the resignation letter. c. If the Company does not hold a GSM within the period prescribed in paragraph 5(b) of this Article, the resignation becomes effective with time without the approval of a GSM. 80
d. If a resignation results in members of the Board of Directors becoming less than two, such resignation shall only be valid upon a decision of a GSM and the appointment of new members of the Directors to meet the minimum requirement. 6. Members of the Board of Directors may receive salaries and benefits and/or other remuneration, which amount is decided by a GSM, based on the recommendation of the Nomination and Remuneration Committee, if the Company has one, which authority can be given to the Board of Commissioners. 7. a. Without prejudice to Article 17 of this articles of association, a GSM can appoint another individual to become a member of the Board of Directors to replace a member of the Board of Directors who is terminated from their position in accordance with the provisions of paragraph 4 of this Article or who resigns in accordance with the provisions of paragraph 5 of this Article. A GSM shall also have the right to appoint an individual as member of the Board of Directors to fill in a vacant position or to add to the number of members of the Board of Directors. b. The term of one or more individuals appointed to replace members of the Board of Directors who are terminated or who resign or to fill in a vacant position or to add to the number of members of the Board of Directors shall be for the remaining term of the members of the Board of Directors who are terminated, replaced or for the remaining terms of the existing members of the Board of Directors as referred to in paragraph 2 of this Article. 8. The term of a member of the Board of Directors shall automatically end if such member of the Board of Directors: a. is declared bankrupt or put under guardianship by the court; or b. no longer meets the requirements of the laws; or c. passes away; or d. is terminated by a decision of a GSM; or e. no longer meets the requirements of Article 93 paragraphs (1) and (2) of the Company Law. 9. If for any reason the number of members of the Board of Directors becomes less than three, members of the Board of Directors shall represent the Board of Directors with rights and authorities to exercise to duties and obligations of the Board of Directors as referred to in Articles 92 and 98 of the Company Law. A GSM to fill in the vacant positions shall be held within three months from the date when the number of the members of the Board of Directors becomes less than three. 10. If the President Director position is vacant and while the replacement has not been appointed or taken the position, another Director designated by a meeting of the Board of Directors shall take the duties of a President Director and shall have the same authorities and responsibilities as a President Director in accordance with the provisions of Article 92 paragraph (6) of the Company Law. If all position within the Board of Directors are vacant, the provisions of Article 21 paragraph 3.e shall apply.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS Article 18 1. The Board of Directors manages the Company for the interest of the Company and in accordance with the Companys purpose and objective. 2. Each member of the Board of Directors shall perform its duties for the interest of the Company and in accordance with the Companys purpose and objective with good faith, prudence, responsibly and based on the provisions of the laws. 3. (a) The President Director shall the right and authority to act on behalf of the Board of Directors and to represent the Company; (b) If the President Director is not present or is hindered for any reason, which does not have to be proven to third parties, two or more members of the Board of Directors together shall have the right and authority to act on behalf of the Board of Directors and to represent the Company. The limitations and requirements of the authority of the Board of Directors to represent the Company can be determined by a GSM decision, which shall not contradict with the provisions of the laws and/or this articles of association in accordance with the provisions of Article 98 paragraphs (3) and (4) of the Company Law. 4. The Board of Directors shall have the right to represent the Company in front of or outside the court in all matters, bind the Company to another party and vice versa, and take actions relating to the management and ownership, subject to the following restrictions: a. i. to pledge or otherwise use the more than 50% of the Companys assets as collateral and over the period set by the meeting of the Board of Commissioners; 81
ii. to acquire or otherwise obtain, sell or otherwise transfer fixed assets, including landrights, in an amount that is higher than the amount set by the meeting of the Board of Commissioners; iii. to guarantee or compensate the loan of an individual, legal entity or company, if the amount and period of guarantee or compensation exceed the amount and period set by a meeting of the Board of Commissioners; iv. to establish new company or participate in another company or increase or divest an investment or sell or transfer rights over companies including but not limited to transfer or waive the preemptive rights in onshore or offshore companies, if the amount of investment or transfer of rights over these companies exceed the amount set by a meeting of the Board of Commissioners; v. to enter into lease of movable assets (including operating and finance lease) if the amount and period of lease exceed the amount and period set by a meeting of the Board of Commissioners; shall be with the approval of the Board of Commissioners. b. i. to receive loans from any party, if the amount and period of the loan exceed the amount and period set by a meeting of the Board of Commissioners (excluding cash withdrawal from the bank); ii. to extend loans from transfer the Companys receivables to any party, if the amount and period othe loans or receivables exceed the amount set by the meeting of the Board of Commissioners; shall be with the approval of a GSM. 5. The implementation of the provisions of paragraph 4 of this Article shall be done subject to the provisions of the Capital Market Law. 6. Without reducing its responsibilities, the Board of Directors is entitled to designate one or more power of attorneys to act on behalf of the Board of Directors under terms and conditions set by the Board of Directors in a specific power of attorney. Such authorities shall be done in accordance with this articles of association and the provisions of the laws subject to the provisions of Article 103 of the Company Law. 7. a. Division of duties and authorities amongst the members of the Board of Directors shall be based on decision of a GSM. Should it is not set by a GSM, the division of duties and authorities of the members of the Board of Directors shall be based on a meeting of the Board of Directors in accordance with the provisions of Article 29 paragraphs (5) and (6) of the Company Law. b. The authority of the Board of Directors to represent the Company is unlimited and unconditional, unless determined otherwise in the Company Law, this articles of association or the decision of a GSM, which shall not be contradictory to the provisions of Article 98 paragraphs (3) and (4) of the Company Law. 8. a. If a member of the Board of Directors is involved in a court case against the Company or has a conflict of interest with the Company, such member of the Board of Directors shall be authorized to represent the Company, subject to the provisions of Article 99 of the Company Law. b. If a member of the Board of Directors is involved in a court case against the Company or has a conflict of interest against the Company, the Company shall be represented by other member of the Board of Directors who does not have a court case against the Company nor a conflict of interest with the Company. c. If all members of the Board of Directors have a court case against the Company or have a conflict of interest with the Company, the Company shall be represented by a member of the Board of Commissioners who does not have a court case against the Company nor a conflict of interest with the Company. d. If all members of the Board of Directors and all members of the Board of Commissioners have a court case against the Company or have a conflict of interest with the Company, the Company shall be represented by a party appointed by a GSM who does not have a court case against the Company nor a conflict of interest with the Company. 9. a. The Board of Directors shall have and maintain guidelines and regulations for the Board of Directors in accordance with the provisions of the laws; and b. The Board of Directors shall prepare and maintain the Board of Directors duties as referred in Article 100 of the Company Law.
MEETING OF THE BOARD OF DIRECTORS Article 19 1. Meeting of the Board of Directors can be held any time if considered necessary by the President Director or another member of the Board of Directors or based on written request from one or more members of the Board of Commissioners or based on written request from one or more shareholders who together represent 1/10 of all shares with votes. 82
2. Invitation for a meeting of the Board of Directors shall be made by a member of the Board of Directors authorized to represent the Board of Directors in accordance with the provisions of Article 18 of this articles of association. 3. a. Invitation for a meeting of the Board of Directors shall be done in writing and sent by registered mail or directly given with a proper receipt or with telegram or fax transmission or through other communication method (including but not limited to electronic mail). b. Invitation shall be sent to members of the Board of Directors at the latest three days prior to the schedule of the meeting of the Board of Directors or within a shorter period of time in case of urgent matters, which shall not be less than one day prior to and excluding the date of the invitation and the date of the meeting of the Board of Directors. c. Determination of urgent matters shall be decided by the President Director. d. If all members of the Board of Directors are present and/or represented in the meeting of the Board of Directors, prior invitation can be waived and the meeting of the Board of Directors can be held at any place and has the authority to make valid and binding decisions. 4. The invitation shall include date, time, location and agenda of the meeting of the Board of Directors and include information that the materials to be discussed in the meeting of the Board of Directors is available in the Companys office since the date of the invitation up to the date of the meeting of the Board of Directors. 5. a. Meetings of the Board of Directors are held in the Companys domicile or main place of business or where the stock exchange where the Companys shares are listed is domiciled. b. If all members of the Board of Directors are present and/or represented, a meeting of the Board of Directors can be held at any place and has the authority to make valid and binding decisions. 6. The President Director shall chair the meeting of the Board of Directors. If the position of President Director is vacant or the President Director is not able to attend the meeting of the Board of Directors, such absence will not have to be proven to third parties, one member of the Board of Directors who is present in the meeting shall chair the meeting of the Board of Directors. 7. A member of the Board of Directors can only be represented by another Director in a meeting of the Board of Directors based on a power of attorney. 8. Meeting of the Board of Directors is valid and authorized to make binding decisions if attended or represented by more than of the members of the Board of Directors. Decisions of the meeting of the Board of Directors shall be taken in consensus, failing which decisions shall be made based on voting of more than of valid votes issued in the meeting of the Board of Directors. 9. If the votes are tied, decision shall be made by the Chairman of the meeting of the Board of Directors. 10. a. Each member of the Board of Directors who is present shall have one vote and one additional vote for each member of the Board of Directors that they represent. b. Each member of the Board of Directors who personally has an interest, directly or indirectly, in a transaction, contract or proposed contract where the Company is a party, shall state their interest in the meeting of the Board of Directors and shall not participate in voting on items relating to the transaction, contract or proposed contract, unless of the meeting of the Board of Directors decides otherwise. c. Voting on individuals shall be done in a sealed envelope and unsigned while voting of other matters shall be done orally, unless if the Chairman of the meeting of the Board of Directors decides otherwise without objection from those present. d. Invalid votes are considered issued invalidly and deemed non-existent and not counted in determining the votes issued in a meeting of the Board of Directors. e. Members of the Board of Directors with votes who are present in a meeting of the Board of Directors but do not vote are deemed to have issued the same vote as the majority of the members of the Board of Directors who vote. 11. a. Minutes of meeting of the Board of Directors shall be prepared by an individual who is present in the meeting of the Board of Directors and signed by the Chairman of the meeting of the Board of Directors and by one member of the Board of Directors who is present in the meeting to ensure completeness and accuracy of the minutes. b. If minutes of meeting of the Board of Directors are prepared by a notary, the signatures are not required. c. Dissenting opinion presented in writing by one or more members of the Board of Directors in a meeting of the Board of Directors with the reason shall be noted/recorded in the minutes of meeting of the Board of Directors. 83
12. Minutes of meeting of the Board of Directors prepared in accordance with the provisions of paragraph 11 of this Article shall be a valid evidence of attendance quorum, provisions on decision making and decisions made in the meeting of the Board of Directors, both for the members of the Board of Directors and for third parties. 13. The Board of Directors can also make valid and binding decisions without holding a meeting of the Board of Directors, with the condition that all members of the Board of Directors approve in writing by signing the proposal. Such decision shall have the same power as a valid decision of the meeting of the Board of Directors.
THE BOARD OF COMMISSIONERS Article 20 1. The Board of Commissioners consists of a minimum of three members, which are: (a) one President Commissioner; (b) two or more Commissioners; who can also be an Independent Commissioner who is not affiliated to the main shareholder, members of the Board of Directors and/or other members of the Board of Commissioners. In performing the legal actions as referred to in Article 117 of the Company Law and Article 18 paragraph 4 of this articles of association, the Board of Commissioners consisting of more than one members is a council and each member of the Board of Commissioners cannot act alone, but based on decisions of the meeting of the Board of Commissioners in accordance with the provisions of Article 108 paragraph (4) of the Company Law. 2. Members of the Board of Commissioners are appointed and terminated by GSM. Appointment shall be effective on the fifth day from the GSM where they are appointed and terminate upon the closing of the fifth annual GSM since their appointment, subject to the requirements for members of the Board of Commissioners as referred to in Articles 110 and 111 of the Company Law, provisions of the Capital Market Law and other laws relating to the business of the Company and without prejudice to the provisions of paragraph 4 of this Article. 3. An individual appointed as member of the Board of Commissioners may be reappointed after their term ends by a decision of a GSM, subject to the provisions of paragraph 2 of this Article. 4. A GSM may from time to time terminate one or more members of the Board of Commissioners prior to the end of their terms by specifying the reason. Such termination shall be effective upon the closing of the GSM, unless if GSM specifies a different termination date, subject to the provisions of Article 105 paragraph (5) and Article 119 of the Company Law. 5. a. Members of the Board of Commissioners may resign from their positions with at the minimum thirty days prior written notice to the Company. b. The Company shall hold a GSM to decide on the resignation of members of the Board of Commissioners within sixty days from the receipt of the resignation letter. c. If the Company does not hold a GSM within the period prescribed in paragraph 5(b) of this Article, the resignation becomes effective with time without the approval of a GSM. d. If a resignation results in members of the Board of Commissioners becoming less than two, such resignation shall only be valid upon a decision of a GSM and the appointment of new members of the Commissioners to meet the minimum requirement. 6. Salaries and fees and/or other remuneration for members of the Board of Commissioners shall be decided by a GSM based on the recommendation of the Nomination and Remuneration Committee, if the Company has one. 7. a. Without prejudice to the provisions of Article 20 of this articles of association, a GSM can appoint another individual to become a member of the Board of Commissioners to replace a member of the Board of Commissioners who is terminated from their position in accordance with the provisions of paragraph 4 of this Article or who resigns in accordance with the provisions of paragraph 5 of this Article. A GSM can also appoint an individual as member of the Board of Commissioners to fill in a vacant position or to add to the number of members of the Board of Commissioners. b. The term of one or more individuals appointed to replace members of the Board of Commissioners who are terminated or who resign or to fill in a vacant position or to add to the number of members of the Board of Commissioners shall be for the remaining term of the members of the Board of Commissioners who are terminated, replaced or for the remaining terms of the existing members of the Board of Commissioners as referred to in paragraph 2 of this Article. 8. The term of a member of the Board of Commissioners shall automatically end if such member of the Board of Commissioners: a. is declared bankrupt or put under guardianship by the court; or b. is not permitted by laws to become a member of the Board of Commissioners; or 84
c. passes away; or d. is terminated by a decision of a GSM; or e. no longer meets the requirements of Article 110 paragraphs (1) and (2) of the Company Law. 9. If for any reason the number of members of the Board of Commissioners becomes less than three, members of the Board of Commissioners shall represent the Board of Commissioners with rights and authorities to exercise to duties and obligations of the Board of Commissioners as referred to in Articles 108 and 117 of the Company Law and Article 18 paragraph 4 of this articles of association. A GSM to fill in the vacant positions shall be held within three months from the date when the number of the members of the Board of Commissioners becomes less than three. 10. If the President Commissioner position is vacant and while the replacement has not been appointed or taken the position, another Commissioner designated by a meeting of the Board of Commissioners shall assume the duties of the President Commissioner and such member of the Board of Commissioners shall have the same authority and responsibility as the President Commissioner.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS Article 21 1. The Board of Commissioners conducts supervision over management policies and the general management of the Company and its business and provides advice to the Board of Directors. Members of the Board of Commissioners, together and individually, shall have the right to enter the Companys buildings, offices, yards and other places during the Companys office hours and have the right to examine books and documents as well as the Companys assets. Members of the Board of Directors shall provide all explanations relating to the Company as requested by the Board of Commissioners. 2. Each member of the Board of Commissioners shall perform its duties for the interest of the Company and in accordance with the Companys purpose and objective with good faith, prudence, responsibly and based on the provisions of the laws. 3. a. The Board of Commissioners based on a decision of a meeting of the Board of Commissioners can temporarily terminate members of the Board of Directors from their position at any time by specifying the reason as referred to in Article 106 of the Company Law. b. If there is a member of the Board of Directors who is temporarily terminated by the Board of Commissioners, the Company shall hold a GSM within forty five days from the date of the temporary termination. The GSM shall only have the right and authority to decide whether the member of the Board of Directors who is temporarily terminated shall be returned to its position or permanently terminated, by giving an opportunity to such member of the Board of Directors to defend itself in the GSM if they are present in the GSM. c. If the GSM referred to in paragraph 3.b of this Article cannot make a decision or is the GSM is not held within the prescribed period, such temporary termination of the member of the Board of Directors is cancelled and such member of the Board of Directors may resume its position. d. If the member of the Board of Directors who is temporarily terminated is not present the GSM, the decision to terminate it shall be notified to it with the reason. e. Without prejudice to the provisions of Article 17 paragraph 10 and/or Article 18 paragraph 8 of this articles of association, if all members of the Board of Directors are temporarily terminated or if for whatever reason there is no members of the Board of Directors, the Board of Commissioners shall temporarily manage the Company and act on behalf of the Company. The Board of Commissioners shall have the right to designate one or more of its members to implement such authority on behalf of the Board of Commissioners, subject to the provisions of Articles 99, 107.c and 118 of the Company Law. 4. a. The Board of Commissioners shall form an Audit Committee and may form a Risk Monitoring Committee or/and may form a Nomination and Remuneration Committee; b. The Board of Commissioners shall have and maintain guidelines and regulations for the Board of Commissioners in accordance with the provisions of the laws and the Board of Commissioners shall prepare, maintain and report its responsibilities as referred to the Article 116 of the Company Law.
MEETING OF THE BOARD OF COMMISSIONERS Article 22 1. Meeting of the Board of Commissioners can be held any time if considered necessary by a member of the Board of Commissioners or based on written request from one or more members of the Board of Directors or based on written request from one or more shareholders who together represent 1/10 of all shares with votes. 85
2. Invitation for a meeting of the Board of Commissioners shall be done by the President Commissioner or if the President Commissioners is unable to do so by one member of the Board of Commissioners. 3. a. Invitation for a meeting of the Board of Commissioners shall be done in writing and sent by registered mail or directly given with a proper receipt or with telegram or fax transmission or through other communication method (including but not limited to electronic mail). b. Invitation shall be sent to members of the Board of Commissioners at the latest three days prior to the schedule of the meeting of the Board of Commissioners or within a shorter period of time in case of urgent matters, which shall not be less than one day prior to and excluding the date of the invitation and the date of the meeting of the Board of Commissioners. c. Determination of urgent matters shall be decided by the President Commissioner. d. If all members of the Board of Commissioners are present and/or represented in the meeting of the Board of Commissioners, prior invitation can be waived and the meeting of the Board of Commissioners can be held at any place and has the authority to make valid and binding decisions. 4. The invitation shall include date, time, location and agenda of the meeting of the Board of Commissioners and include information that the materials to be discussed in the meeting of the Board of Commissioners is available in the Companys office since the date of the invitation up to the date of the meeting of the Board of Commissioners. 5. a. Meetings of the Board of Commissioners are held in the Companys domicile or main place of business or where the stock exchange where the Companys shares are listed is domiciled. b. If all members of the Board of Commissioners are present and/or represented, a meeting of the Board of Commissioners can be held at any place and has the authority to make valid and binding decisions. 6. The President Commissioner shall chair the meeting of the Board of Commissioners. If the position of President Commissioner is vacant or the President Commissioner is not able to attend the meeting of the Board of Commissioners, such absence will not have to be proven to third parties, one member of the Board of Commissioners who is present in the meeting shall chair the meeting of the Board of Commissioner. 7. A member of the Board of Commissioners can only be represented by another Commissioner in a meeting of the Board of Commissioners based on a power of attorney. 8. Meeting of the Board of Commissioners is valid and authorized to make binding decisions if attended or represented by more than of the members of the Board of Commissioners. Decisions of the meeting of the Board of Commissioners shall be taken in consensus, failing which decisions shall be made based on voting of more than of valid votes issued in the meeting of the Board of Commissioners. 9. If the votes are tied, the proposal shall be deemed to have been rejected. 10. a. Each member of the Board of Commissioners shall have one vote and one additional vote for each member of the Board of Commissioners that they represent. b. Each member of the Board of Commissioners who personally has an interest, directly or indirectly, in a transaction, contract or proposed contract where the Company is a party, shall state their interest in the meeting of the Board of Commissioners and shall not participate in voting on items relating to the transaction, contract or proposed contract, unless of the meeting of the Board of Commissioners decides otherwise. c. Voting on individuals shall be done in a sealed envelope and unsigned while voting of other matters shall be done orally, unless if the Chairman of the meeting of the Board of Commissioners decides otherwise without objection from those present. d. Invalid votes are considered issued invalidly and deemed non-existent and not counted in determining the votes issued in a meeting of the Board of Commissioners. e. Members of the Board of Commissioners with votes who are present in a meeting of the Board of Commissioners but do not vote are deemed to have issued the same vote as the majority of the members of the Board of Commissioners who vote. 11. a. Minutes of meeting of the Board of Commissioners shall be prepared by an individual who is present in the meeting of the Board of Commissioners and signed by the Chairman of the meeting of the Board of Commissioners and by one member of the Board of Commissioners who is present in the meeting to ensure completeness and accuracy of the minutes. b. If minutes of meeting of the Board of Commissioners are prepared by a notary, the signatures are not required. 86
c. Dissenting opinion presented in writing by one or more members of the Board of Commissioners in a meeting of the Board of Commissioners with the reason shall be noted/recorded in the minutes of meeting of the Board of Commissioners. 12. Minutes of meeting of the Board of Commissioners prepared in accordance with the provisions of paragraph 11 of this Article shall be a valid evidence of attendance quorum, provisions on decision making and decisions made in the meeting of the Board of Commissioners, both for the members of the Board of Commissioners and for third parties. 13. The Board of Commissioners can also make valid and binding decisions without holding a meeting of the Board of Directors, with the condition that all members of the Board of Directors approve in writing by signing the proposal. Such decision shall have the same power as a valid decision of the meeting of the Board of Directors. 14. Members of the Board of Commissioners can participate in a meeting of the Board of Commissioners through a phone conference or similar communication means that enable everyone participating in the meeting of the Board of Commissioners to listen and/or see each other. Such participation is equal to personal participation in a meeting of the Board of Commissioners and counts towards determining the attendance quorum of the meeting of the Board of Commissioners. The terms and conditions of a meeting of the Board of Commissioners set out in Article 22 of this articles of association shall apply to such meeting with the following conditions: a. members of the Board of Commissioners participating in the meeting of the Board of Commissioners by way of method set out in paragraph 14 of this Article can act as Chairman of the meeting of the Board of Commissioners; b. votes cast by members of the Board of Commissioners participating in the meeting of the Board of Commissioners by way of method set out in paragraph 14 of this Article are equal to valid votes cast in a meeting of the Board of Commissioners; c. if during the meeting of the Board of Commissioners a problem or failure in the conference phone or similar communication means occur, such problem or failure shall not affect the attendance quorum of the meeting of the Board of Commissioners that has been reached prior to such problem or failure and members of the Board of Commissioners participating in a meeting of the Board of Commissioners by way of conference phone or similar communication means shall be deemed to not vote on matters proposed in the meeting of the Board of Commissioners after the problem or failure occurs; d. minutes of meeting of the Board of Commissioners that utilizes phone conference or similar communication means shall be prepared in writing and circulated amongst all participating members of the meeting of the Board of Commissioners for their signatures.
BUSINESS PLAN, FISCAL YEAR AND ANNUAL REPORT Article 23 1. The Board of Directors shall prepare and implement an annual business plan. 2. The annual business plan shall include the Companys annual budget that shall be submitted to the Board of Commissioners for approval prior to the start of fiscal year. 3. The business plan referred to in paragraph 2 of this Article shall be submitted prior to the start of the following fiscal year. 4. The Companys fiscal year begins on January 1 and ends on December 31 of the same year. At the end of each December, the Companys books are closed. 5. The Board of Directors shall prepare an annual report based on the provisions of the laws. The annual report shall be signed by all members of the Board of Directors and Board of Commissioners for submission in the annual GSM. If there is a member of the Board of Directors or Board of Commissioners who does not sign the annual report, the reason for such shall be provided in writing or stated by the Board of Directors in a separate letter attached to the annual report. A member of the Board of Directors or Board of Commissioners who does not sign the annual report and does not provide a written reason shall be deemed to have approved the content of the annual report. The annual report shall be available in the Companys office at the latest on the date of the annual GSM invitation for inspection by the shareholders as referred to in Articles 66, 67 and 68 of the Company Law. 6. The Board of Directors shall submit the Companys financial statements to the public accountant appointed by a GSM for examination. Report or results of the public accountants examination shall be presented in writing to the annual GSM through the Board of Directors. 7. Approval and ratification of the annual report, ratification of the Board of Commissioners supervisory duties and determination of use of profits shall be decided by the GSM. 87
8. a. The Company shall public the Companys balance sheet and profit and loss statement from the financial statements in two Indonesian language newspapers, one of which shall have national circulation and the other shall be circulated or published in the domicile of the Company as determined by the Board of Directors: (i) at the latest ninety days after the end of the fiscal year in accordance with Regulation No. X.K.2 on Obligation to Submit Regular Financial Statements, and (ii) at the latest within seven days after ratification from the GSM in accordance with the provisions of Article 68 paragraphs (4) and (5) of the Company Law; and b. The Companys balance sheet and profit and loss statement shall be audited and submitted to the Minister of Law and Human Rights of the Republic of Indonesia in accordance with the provisions of Article 66 paragraph (4) of the Company Law and the provisions of the laws.
USE OF NET PROFIT AND DISTRIBUTION OF INTERIM DIVIDEND Article 24 1. The Companys net profit in a fiscal year as stated in the balance sheet and profit and loss statement that have been ratified by the annual GSM shall be divided in accordance with the procedures for net profit utilization including the determination of the amount of mandated reserves, dividend distribution and other uses as decided by the GSM if the Company has a positive retained earnings, subject to the provisions of Articles 70 and 71 of the Company Law. 2. All of the Companys net profit after deducting allowance for mandated reserves shall be distributed to shareholders as dividends and other uses of the net profit shall be decided if the Company has positive retained earnings based on decisions taken in a GSM, which decision shall state the time and method of dividend distribution, subject to the regulations of the stock exchange where the Companys shares are listed. Dividends for shares shall be paid to the registered holder of the shares as listed in the securities account holders list and the Companys Shareholder Register on a business day determined by the GSM or by the Board of Directors based on authority granted by the GSM that approves the dividend distribution. Each shareholder shall be entitled to receive dividends in an amount proportionate to their shareholding. 3. If the Companys financial condition enables it, a meeting of the Board of Directors may decide on distribution of interim dividends, with the condition that such interim dividends shall be counted towards dividends approved by the following annual GSM, subject to the provisions of Article 72 of the Company Law. 4. If the Companys balance sheet and profit and loss statement show a loss that cannot be offset from mandated reserves, such loss shall be recorded in the balance sheet and profit and loss statement and the Company shall be deemed to not generate profits in the following fiscal years as long as the recorded loss has not been fully compensated, subject to the provisions of the laws. 5. Notice of dividend and interim dividend distribution shall be announced in at least two Indonesian language newspapers, one of which shall have national circulation and the other shall be circulated or published in the Companys domicile as determined by the Board of Directors. 6. Dividends can be collected by the shareholders entitled to them within five years by submitting evidence of its rights over the dividends to the Companys Board of Directors. Dividends not collected within five years from the date the decision on the dividend distribution is made shall be recorded under special reserves fund. 7. Dividends recorded under special reserves fund and not collected within ten years shall be the entitlement of the Company, subject to the provisions of Article 73 of the Company Law. 8. The regulations of the stock exchange where the Companys shares are listed shall apply to shares listed in the stock exchange. 9. A GSM can decide on distribution of bonus to members of the Board of Directors and Board of Commissioners from the net profit stated in the financial statements that have been ratified by an annual GSM in an amount that is decided by the GSM in accordance with Article 71 paragraph (2) of the Company Law.
USE OF MANDATED RESERVES Article 25 1. A portion of net profits that is set aside for mandated reserves shall be determined by a GSM if the Company has a positive retained earnings, subject to the provisions of the laws. 2. Mandated reserves shall be built up up to a minimum 20% of issued capital to be utilized to offset the Companys loss. 88
3. If the amount of mandated reserves has exceeded the amount set out in paragraph 2 of this Article, a GSM can decide on an amount of mandated reserves that is higher than the amount referred to in paragraph 2 of this Article to be used for the Companys benefits. 4. The Board of Directors shall manage the mandated reserves so that it generates sufficient returns with the approval of the Board of Commissioners and subject to the provisions of the laws. 5. Returns on funds from the mandated reserves shall be included in the Companys balance sheet and profit and loss statement.
DISSOLUTION, LIQUIDATION AND TERMINATION OF LEGAL ENTITY STATUS Article 26 1. If the Company is dissolved based on a GSM decision or declared as dissolved based on a court order, a liquidator shall be appointed to liquidate the Company. 2. The Board of Directors shall act as the liquidator if the GSM decision or court order as referred to in paragraph 1 of this Article does not appoint a liquidator. 3. The fees for the liquidator shall be determined by a GSM or a court order. 4. Within thirty days from the date of the dissolution of the Company, the liquidator shall make an announcement: a. to all creditors on the dissolution of the Company by way of publication in two Indonesian language newspapers, one of which shall have national circulation and the other shall be circulated or published in the Companys domicile as determined by the Board of Directors and the State Gazette of the Republic of Indonesia; and b. of the dissolution of the Company to the Minister of Law of Human Rights of the Republic of Indonesia to be recorded in the Company Register that the Company is in liquidation as referred to in Article 147 paragraph (1)a and (1)b of the Company Law. 5. The liquidator shall notify the Minister of Law and Human Rights of the Republic of Indonesia and announce the results of the liquidation process in two Indonesian language newspapers, one of which shall have national circulation and the other shall be circulated or published in the Companys domicile as determined by the Board of Directors, within thirty days after a GSM grants a release and discharge to the liquidator or after the court accepts the report of the appointed liquidator as referred to in Article 152 paragraphs (3) and (7) of the Company Law. 6. The articles of association contained in this deed and all future amendments shall be valid until the Minister of Law and Human Rights of the Republic of Indonesia announces the termination of the Companys legal entity status in the State Gazette of the Republic of Indonesia. 7. The remaining assets of the Company after liquidation shall be divided amongst the shareholders, each to receive an amount proportionate to their shareholding.
RESIDENCE Article 27 For matters concerning the Company, the shareholders shall be deemed to reside in the address registered in the securities account holders list or the Companys Shareholder Register, subject to the provisions of the laws and regulations of the stock exchange where the Companys shares are listed.
CLOSING TERMS Article 28 Matters that have not or are not sufficiently covered in this articles of association shall be subject to the provisions of the Capital Market Law and provisions of the laws or shall be decided in a meeting of the Board of Directors, a meeting of the Board of Commissioners and/or a GSM that shall not be contradictory with provisions of the laws.
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XIX. TERMS OF SHARE SUBSCRIPTION
1. Share subscription
Share subscription shall be carried out in accordance with the terms of the Share Subscription Form (SSF) and in this Prospectus. Subscription of Shares shall be carried out using an original SSF that is issued by the Lead Underwriter which can be obtained from the Underwriters whose names are listed in Chapter XX of this Prospectus or using a copy of the SSF. SSF shall be prepared in five copies. Subscription of Shares that does not adhere to the terms and conditions described above will not be accepted.
Each subscriber of Shares shall have an account with a securities company/custodian bank who is an account holder with KSEI.
2. Qualified subscribers
Subscribers who are qualified to carry out subscription of Shares are individuals and/or institutions/corporates as set out in the Capital Market Law and Bapepam regulation No. IX.A.7, Attachment to Decree of the Chairman of Bapepam No. Kep-45/PM/2000 dated October 27, 2000, on Responsibilities of Allotment Manager in relation to the Subscription and Allotment of Securities in a Public Offering.
3. Subscription amount
Subscriptions of Shares must be in a minimum of 500 shares and multiples thereof.
4. Registration of shares in collective custody
The Shares offered herein have been registered with KSEI pursuant to Agreement on Registration of Equity-like Securities in KSEI No. SP-003/PE/KSEI/0310 dated March 4, 2010, between the Company and KSEI.
a. The following conditions apply to Shares registered with KSEI:
The Company does not issue a collective share certificate, but the Shares will be electronically distributed and are administered in collective custody with KSEI. Shares sold in the Offering will be credited to the securities accounts in the name of the account holders by June 25, 2010.
Prior to the Shares being offered in the Offering are listed in the stock exchange, subscribers will receive confirmation of the result of allotment in favor of the subscriber in the form of Allotment Confirmation Form, which shall constitute as an evidence of the registration in the Companys Shareholder Register for shares under collective custody.
KSEI, a securities company or a custodian bank shall issue written confirmation to the account holder as confirmation of share ownership. The written confirmation shall constitute a valid confirmation for shares under a securities account.
Transfer of share ownership can be carried out by way of transfers between securities accounts in KSEI.
Shareholder registered in a securities account shall be entitled to dividends, bonus shares, preemptive rights and to cast a vote in shareholders meetings, as well as to other entitlements related to the shares.
Payments of dividends, bonus shares and grants of preemptive right shall be carried out by the Company or the share registrar appointed by the Company, through securities accounts at KSEI for further credit to the beneficial owner of the securities accounts with the securities company or custodian bank.
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After the Offering and listing of the Companys shares, shareholders who wish to hold share certificates can withdraw their shares from the collective custody at KSEI after the distribution of the Shares to the securities accounts of the appointed securities company or custodian bank.
Shares can be withdrawn by submitting a share withdrawal form to KSEI through a securities company/custodian bank managing the shares by filling out a securities withdrawal form.
Shares withdrawn from the collective custody will be issued a collective share certificate in the name of the shareholder as requsted by the securities company or custodian bank managing the shares within five working days from the receipt of the request by KSEI. . Parties that wish to carry out settlement of trading over the Shares shall appoint a securities company or a custodian bank who is an account holder at KSEI to administer the shares.
b. Shares withdrawn from KSEIs collective custody and whose collective certificates have been issued cannot be traded in the stock exchange. Futher information on the share withdrawal procedures can be obtained from the Underwriter where the SSF is submitted or frin the share registrar appointed by the Company.
5. Submission of share subscription
During the Offering Period, qualified subscribers can submit a share subscription order during normal working hours set out by the Lead Underwriter or the Underwriters where the SSF is obtained. Once submitted, an SSF cannot be cancelled.
A party can only submit one SSF, which must be submitted by the subscriber, providing a photocopy of its identification (identification card or passport for individuals and articles of association for corporate) and making payment in accordance with its subscription amount. Foreign subscribers shall also state its name and the complete address overseas and/or its valid legal domicile and making payment in accordance with its subscription amount.
The Lead Underwriter, Underwriters and the Company has the right to reject a share subscription if the SSF is not completely filled or if the subscription requirements are not met.
6. Offering period
The Offering Period shall commence on June 22, 2010, and ending on June 23, 2010 with the following hours: - Starting at 9:30AM West Indonesia Time and ending at 4:00PM West Indonesia Time on June 22, 2010; - Starting at 9:30AM West Indonesia Time and ending at 2:00PM West Indonesia Time on June 23, 2010. . 7. Allotment date
The allotment date is June 24, 2010. Allotment information can be obtained starting at 4:00PM on the Allotment Date.
8. Payment
Payments can be made in cash, Bank Permata checks and transfers in Rupiah to the Underwriter upon submission of the SSF. Subsequently all payments shall be deposited into the account of the Lead Underwriter as follows:
Bank Permata, Sudirman branch Account No.: 4001763763 In name of: PT OSK Nusadana Securities Indonesia
Payments by checks shall be in the name of party submitting the SSF and shall be in good funds by 3:00PM on June 23, 2010. Third party checks cannot be accepted as payment.
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Bank and transfer fees relating to the payments shall be borne by the subscribers. All checks and cashiers checks will be immediately cashed. Rejected or cancelled checks will automatically invalidate the share subscription.
Subscribers making payments by way of interbank transfers shall attach a copy of the bank transfer form, specifying the SSF number. Payments through automated teller machines are not valid.
Share subscription cannot be made by more than one method of payment. Each deposit form can only be made with one type of payment, for example, cash cannot be combined with cashiers check.
9. Proof of receipt
The Lead Underwriter and the Underwriters receiving SSF shall return the fifth page of the SSF to the subscribers as proof of receipt of the SSF. This proof of receipt is not a guarantee that the subscription will be fulfilled. Proof of receipt must be kept to be resubmitted for refund and/or receipt of confirmation of allotment.
10. Share allotment
Allotment shall be conducted by the Lead Underwriter as Allotment Manager by a combination of pooling and fixed allotments in accordance with Bapepam Regulation No. IX.A.7, Attachment to the Decree of the Chairman of Bapepam No. Kep-45/PM/2000 dated October 27, 2000, on Responsibilities of the Allotment Manager in relation to the Subscription and Allotment of Securities in a Public Offering, and other prevailing capital market regulations. The results of the share allotment shall be audited in accordance to the procedures set out in Bapepam regulation No. VIII.G.12 on Guidelines on Audit by the Accountant on Subscription and Allotment of Securities or Distribution of Bonus Shares and Bapepam Regulation No. IX.A.7 on Responsibilities of the Allotment Manager in relation to the Subscription and Allotment of Securities in a Public Offering, within thirty days from the allotment date.
The allotment system shall be conducted by a combination of fixed allotment, which is limited to a maximum of 99% from the Shares offered, including the employee stock allocation program. The remaining 1% shall done through pooling.
A. Fixed allotment
Fixed allotment must follow these requirements: a. The Allotment Manager may determine the percentage and the parties receivng fixed allotment in this Offering. Parties receiving fixed allotment are the employees of the Company, pension funds, insurance companies, banks, investment managers and other parties that have filled in the SSF during the Offering Period; b. If there is an oversubscription in the Offering, the Lead Underwriter, the Underwriters or their affiliated parties are prohibited from purchasing or holding the shares for their own account; and c. If there is an undersubscription in the Offering, the Lead Underwriter, the Underwriters or their affiliated parties are prohibited from selling the shares that they have purchased or will purchase based on the underwriting agreement except through the stock exchange if it has already been disclosed in the Prospectus that these shares will be listed in the stock exchange
B. Pooling
Pooling is limited to 1% of the Shares offered. If there is an oversubscription, the Allotment Manager must carry out an allotment based on the following procedures: a. If after excluding subscribers of shares by affiliated parties such as directors, commissioners, employees or parties holding 20% or more shareholding of the Lead Underwriter or other parties affiliated with the Company in relation to this Offering and the remaining shares are the same or larger than the amount subscribed, non- exempted subscribers shall receive all of their subscribed shares.. b. If after excluding affiliated subscribers referred to in 2.a above and the remaining shares are less than the amount subscribed, the allotment for the non-exempted subscribers shall follow the following procedures 92
i. Non-exempted subscribers shall each receive one trading unit if there are sufficient number of shares available. If the available shares are not sufficient, the available trading unit will be distributed by lottery. The number of shares in one trading unit is the largest trading unit as determined by the IDX. ii. Should there be any shares remaining, allocation is conducted proportionally based on subscription after the distribution of one trading unit per non-exempted subscribers iii. Allotment for affiliated parties are conducted after the Companys employees and unaffiliated subscribers have received their full allotment. If there are still shares remaining, they shall be distributed proportionately to the affiliated subscribers.
11. Cancellation of the Offering
Prior to the Payment Date, the Company shall have the right to cancel this Offering based on the trems of the Underwriting Agreement.
12. Refund
Subscribers whose orders are partially or wholly rejected or in the case of cancellation of this Offering will be refunded in Rupiah by the Underwriters to whom the SSF is submitted or by a party designated by the Lead Underwriter. Refund will be done within two business days from the Allotment Date or the date this Offering is cancelled.
Refund that exceeds two working days from the Allotment Date or the date this Offering is cancelled shall be subject to interest based on the current account rate of the receiving bank, calculated proportionately for each of day the refund is late.
Refund can be made in check or instruction to pay refund in the name of the subscriber submitting the SSF at the office of the Lead Underwriter or a place to designated by the Lead Underwriter or the office of the Underwriters where the SSF was submitted by submitting receipt of the share subscription and the Allotment Confirmation Form.
13. Submission of Allotment Confirmation Form of share subscription
Distributon of Allotment Confirmation Form to each subscriber shall be done through the Underwriters at the location where the SSF is submitted or through the Share Registrar appointed beginning on the Allotment Date. The Allotment Confirmation Form can be collected by showing proof of receipt of the Share subscription.
14. Miscellaneous
The Lead Underwriter shall be entitled to accept or reject all or a portion of a share subscription.
A party is prohibited from directly or indirectly submitting more than one subscription for this Offering. The Lead Underwriter shall cancel subscriptions from parties whoare proven to have submitted more than one subscription, directly or indirectly.
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XX. DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORMS
The prospectus and the SSF can be obtained at the offices of the appointed Underwriters, which are securities brker registered as members of IDX. The Underwriters are as follows:
LEAD UNDERWRITER
PT OSK Nusadana Securities Indonesia CIMB Niaga Plaza (formerly Plaza Lippo), 14 th Fl. Jl. Jenderal Sudirman Kav. 25, Jakarta 12920 Tel: (021) 2598 6888; Fax: (021) 2598 6899
UNDERWRITERS
PT Asia Kapitalindo Securities Tbk Menara Imperium, 12XFl, Suite C Metropolitan Kuningan Superblock Jl. H.R. Rasuna Said Kav 1A Jakarta 12980 Tel: 62-21 835 4120 Fax: 62-21 835 4130 PT BNI Securities Sudirman Plaza Indofood Tower, 16 th Fl. Jl. Jend. Sudirman Kav 76-78 Jakarta 12910 Tel: 62-21 2554 3946 Fax: 62-21 5793 5831 PT CIMB Securities Indonesia Indonesia Stock Exchange Building Tower II, 20 th Floor Jl. Jend Sudirman Kav 52-53 Jakarta 12190 Tel: 62-21 515 1330 Fax: 62-21 515 1335
PT Ciptadana Securities Plaza ASIA Office Park Unit 2 Jl. Jend. Sudirman Kav. 59 Jakarta 12190 Tel: 62-21 2557 4800 Fax: 62-21 2557 4842
PT Danasakti Securities Jl. Tanah Abang III No. 6 Jakarta 10160 Tel: 62-21 231 2345 Fax: 62-21 231 4880
PT Danatama Makmur Danatama Square Jl. Mega Kuningan Timur Block C-6 / Kav 12 Jakarta 12950 Tep: 62-21 5797 4288 Fax: 62-21 5797 4289
PT Dhanawibawa Arthacemerlang Indonesia Stock Exchange Building Tower I, 15 th Fl. Jl. Jend. Sudirman Kav 52-53 Jakarta 12190 Tel: 62-21 5151 678 Fax: 62-21 5151 226
PT Dinamika Usahajaya Jl. KS. Tubun II/15 Jakarta 11410 Tel: 62-21 533 0987 Fax: 62-21 533 0991