This document is an unofficial English translation of the Prospectus issued by the Company in Bahasa Indonesia on 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
Offering Period
Allotment Date
June 18, 2010
June 22-23, 2010
June 24, 2010
Share Distribution Date
Refund Date
Listing Date at IDX
June 25, 2010
June 28, 2010
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 W No. 40-41, Cikarang, Bekasi
Tel: (021) 8935088, Fax: (021) 8935286, 8935473
Website: www.sariroti.com
Cikarang:
Jababeka Industrial Estate
Jl. Jababeka XII A
Block W No. 40-41
Cikarang, Bekasi
Tel: (021) 8935088
Fax: (021) 8935286, 8935473
Factories
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 COMPANY’S 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.
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 AUDITOR’S 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 AUDITOR’S REPORT AND THE COMPANY’S 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
i
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. Kep45/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.
ii
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 Company’s articles of association.
IDX or the Indonesian Stock
Exchange
:
The stock exchange as defined in Article 1 paragraph 4 of the Capital
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 Company’s 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 Company’s 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.
iii
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
Company’s 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.
iv
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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.
v
2. Financial summary
The following table summarizes the Company’s 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
2009
2008
December 31
2007
2006
2005
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade payables – third parties
Inventories
Restricted time deposits
Prepaid expenses and other current assets
Total current assets
57,945
53,135
9,075
13,018
4,412
137,585
52,878
42,717
7,280
1,326
104,200
8,249
28,222
5,225
1,327
43,023
9,299
18,305
3,237
1,758
5,618
38,217
6,567
16,514
2,733
2,028
1,028
28,870
NON-CURRENT ASSETS
Fixed assets – net of accumulated depreciation
Guarantee deposits
Claims for tax refund
Other non-current assets
Total non-current assets
204,681
4,346
43
323
209,393
201,431
2,600
43
339
204,413
123,499
2,148
689
109
126,445
113,441
1,517
43
119
115,120
116,206
791
43
136
117,176
TOTAL ASSETS
346,978
308,613
169,468
153,337
146,046
LIABILITIES
CURRENT LIABILITIES
Bank loans
Trade payables – third parties
Other payables
Taxes payable
Accrued expenses
Current maturities of long-term loans:
Bank loans
Other loans
Total current liabilities
37,635
13,108
12,162
7,543
24,975
34,423
11,857
5,597
17,757
3,676
4,599
5,499
6,827
12,354
5,806
2,202
6,566
9,616
13,480
1,296
4,537
25,000
95,448
14,588
91,439
5,000
169
36,700
12,506
458
46,720
13,685
403
43,017
NON-CURRENT LIABILITIES
Customers’ deposits
Long-term bank loans – net of current maturities
Convertible bonds
Deferred tax liability – net
Estimated liability for employee benefits
Total non-current liabilities
4,420
68,750
6,590
3,929
83,690
2,979
75,465
5,195
2,810
86,449
2,436
35,000
5,049
1,969
44,454
1,851
28,669
22,929
3,956
1,604
59,011
1,209
35,338
22,929
3,153
1,156
63,784
TOTAL LIABILITIES
179,138
177,888
81,154
105,731
106,802
SHAREHOLDERS’ EQUITY
Authorized, issued and fully paid
Additional paid-in capital
Advances for future stock subsription
Retained earnings
TOTAL SHAREHOLDERS’ EQUITY
86,051
350
81,440
167,840
86,051
350
44,325
130,725
17,349
30,123
38,928
1,913
88,313
17,349
30,123
16,000
(15,865)
47,606
17,349
30,123
16,000
(24,227)
39,244
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
346,978
308,613
169,468
153,337
146,046
vi
Profit and loss statement
(in millions of Rupiah)
Description
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Selling
General and administrative
Total operating expenses
Income from operations
Other income (expenses)
Sales of scrap
Interest income
Gain (loss) on sale of fixed assets – net
Interest expense
Gain (loss) on foreign exchange – net
Others – net
Other expenses – net
Income before income tax
Income tax expense:
Current
Deferred
Total
Net income
2009
485,920
263,821
222,099
12 months
2008
2007
383,553
250,513
222,360
145,660
161,193
104,853
2006
193,027
111,579
81,448
2005
143,203
83,924
59,280
113,068
20,735
133,803
88,295
83,360
16,166
99,526
61,667
62,190
12,703
74,894
29,959
49,608
11,550
61,158
20,290
35,578
10,305
45,883
13,397
5,517
1,328
51
(12,356)
(1,932)
(412)
(7,804)
80,491
3,981
661
(21)
(5,268)
(414)
(180)
(1,242)
60,425
2,875
170
3
(6,741)
16
(83)
(3,760)
26,199
1,928
281
96
(9,562)
(61)
(124)
(7,440)
12,849
1,731
252
(17)
(6,124)
649
(469)
(3,978)
9,419
21,981
1,396
23,376
57,115
17,867
146
18,013
42,412
7,328
1,092
8,421
17,778
3,684
804
4,487
8,362
3,008
737
3,745
5,674
3. Business risks
Any industry is subject to various risks that can affect a company’s 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 Company’s business risks are set out in Chapter V of this Prospectus.
vii
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 Company’s 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
Authorized capital
Subscribed and fully paid up capital:
- Bonlight Investments Limited
- Treasure East Investments Limited
- Sojitz Corporation
- Shikishima Baking Co. Ltd.
- Public
Total
Shares under portfolio
Number of
Shares
3,440,000,000
Pre-Offering
Par Value
(Rp)
344,000,000,000
344,202,400
344,202,400
86,050,600
86,050,600
860,506,000
2,579,494,000
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000
%
40
40
10
10
100
Number of
Shares
3,440,000,000
344,202,400
344,202,400
86,050,600
86,050,600
151,854,000
1,012,360,000
2,427,640,000
Post-Offering
Par Value (Rp)
%
344.000.000.000
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
15,185,400,000
101,236,000,000
242,764,000,000
34.0
34.0
8.5
8.5
15.0
100.0
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 Company’s products quickly and accurately.
Maintaining a mutually beneficial relationship with its customers;
Showing its consumer the cleanliness of the Company’s production facilities and the Company’s efforts to
implement good manufacturing practice and sanitation;
Expanding by opening factories in locations near its consumer.
6. Dividend policy
All of the Company’s 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
shareholder’s meeting based on proposal from the Board of Directors. The Company’s articles of association state
that dividends can only be distributed in accordance with the Company’s 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.
viii
The Company plans to distribute cash dividends at least once a year. Without prejudice to the Company’s financial
condition and the right of an annual shareholders’ meeting to otherwise determine based on the Company’s articles
of association, the amount of cash dividend to be distributed is related to the Company’s profits in the relevant fiscal
year. The Company’s management plans to propose an annual dividend distribution of a maximum of 30% of the
Company’s 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.
ix
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 Company’s 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 :
Cikarang :
Pasuruan :
Jababeka Industrial Estate
Jl. Jababeka XII A
Block W No. 40-41
Cikarang, Bekasi
Tel: (021) 8935088
Fax: (021) 8935286, 8935473
Jababeka Industrial Estate
Jl. Jababeka XVII B
Block U No. 33
Cikarang, Bekasi
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.
1
The Deed of Establishment, which contains the Company’s 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 Company’s 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 Company’s authorized capital, confirmation of the
Company’s boards and change of the Company’s 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. AHU65556.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 Company’s 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.
2
As of the date of this Prospectus, the Company’s capital structure and shareholding are as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Treasure East Investments Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp100 per share
No. of shares
Par value (Rp)
3,440,000,000
344,000,000,000
344,202,400
344,202,400
86,050,600
86,050,600
860,506,000
2,579,494,000
Percentage
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000
40
40
10
10
100
Assuming all shares offered in this Offering are subscribedm the Company’s proforma capital structure and
shareholders shall become as follows:
Description
Authorized capital
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
Shares in portfolio
Par value Rp100 per share
No. of shares
Par value (Rp)
3,440,000,000
344,000,000,000
344,202,400
344,202,400
86,050,600
86,050,600
151,854,000
1,012,360,000
2,427,640,000
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
15,185,400,000
101,236,000,000
242,764,000,000
Percentage
34.0
34.0
8.5
8.5
15.0
100.0
Simulatenously with the listing of Shares from the Offering of 151,854,000 shares or 15% of the Company’s 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 Company’s issued and paid-up capital after the Offering. As such, the
total number of the Company’s 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 Company’s 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.
3
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:
Outstanding:
Interest rate:
Maturity date:
Note:
PT Bank Central Asia Tbk
Rp65,000,000,000
1% below prime rate
July 21, 2014
Terms and conditions of the loan can be seen in Chapter III on Indebtedness
In accordance with Bapepam-LK’s 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:
-
-
Underwriting fee:
Management fee:
Selling fee:
Capital market supporting entities and professionalsL
• Legal counsel:
• Auditor:
• Appraiser:
• Registrar:
• Notary:
Others:
0.75%
0.75%
0.50%
0.48% consisting of
0.10%
0.28%
0.05%
0.02%
0.03%
0.52% .
According to Bapepam’s Regulation No. X.K.4, Attachment to the Decree of the Chairman of Bapepam No. Kep27/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 Company’s 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 Company’s
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.
4
III. INDEBTEDNESS
Based on the Company’s 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:
Description
CURRENT LIABILITIES
Trade payables – third parties
Other payables
Taxes payable
Accrued expenses
Current maturities of long-term loans
Total current liabilities
(in millions of Rupiah)
Balance as of December 31, 2009
37,635
13,108
12,162
7,543
25,000
95,448
NON-CURRENT LIABILITIES
Customers’ deposits
Long-term bank loans – net of current maturities
Deferred tax liability – net
Estimated liability for employee benefits
Total non-current liabilities
TOTAL LIABILITIES
4,420
68,750
6,590
3,929
83,690
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:
Description
Income taxes:
Article 21
Article 23
Article 25
Article 26
Article 29
Total
4.
(in millions of Rupiah)
Balance as of December 31, 2009
233
156
962
67
10,744
12,162
Accrued expenses
Accrued expenses as of December 31, 2009, amounted to Rp7,543 million, with the following details:
Description
Promotion expenses
Transportation and distribution
Royalty fees
Electricity, gas and water
Others (below Rp500 million each)
Total
(in millions of Rupiah)
Balance as of December 31, 2009
2,502
1,884
1,591
921
646
7,543
5
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:
Description
PT Bank Central Asia Tbk
PT Bank Resona Perdania
Total
Less: current maturities
Long-term portion
(in millions of Rupiah)
Balance as of December 31, 2009
68,750
25,000
93,750
25,000
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 Company’s 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.
b.
c.
d.
e.
f.
g.
h.
Obtaining new loan and/or acting as guarantor in whatever form and/or pledging the Company’s assets while the
Company is in violation of its financial covenants;
Lending money, including but not limited to its affiliated companies, other than in the normal course of business;
Entering into transactions with another party, including but not limited with its affiliated companies, on a nonarms length basis;
Submitting application for bankruptcy or deferral of payments to the relevant authority (court of law);
Making investments in or opening new businesses other than the Company’s existing business activities;
Divesting the Company’s fixed assets or major assets that constitute more than 20% of the Company’s equity or
10% of the Company’s revenues, whichever is lower, unless in the normal course of business;
Conducting merger, consolidation, takeover or dissolution of the Company;
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.
6
PT Bank Resona Perdania (”BRP”)
On June 15, 2007, the Company obtained a loan amounting to Rp40,000 million from BRP to finance the Company’s
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.
b.
c.
d.
e.
Obtaining new loan and/or acting as guarantor in whatever form and/or pledging the Company’s assets;
Lending money, including but not limited to its affiliated companies, other than in the normal course of business;
Conducting consolidation, takeover, investment, dissolution or declaring bankruptcy in the Commercial Court;
Amending the status of the Company
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:
Description
Deferred tax asset
Estimated liability for employee benefits
Deferred tax liability
Fixed assets
Total
(in millions of Rupiah)
Balance as of December 31, 2009
(982)
7,573
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:
Description
Present value of defined benefit obligation
Unamortized balance of the non-vested past service costs
Net cumulative unrecognized actuarial loss
Total
(in millions of Rupiah)
Balance as of December 31, 2009
5,848
(454)
(1,466)
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:
2009 discount rate:
Salary increment rate:
Mortality rate:
55 years
10.5% pa
8% pa
CSO 80.
7
As of the date of this Prospectus, the Company has no overdue liabilities.
The Company’s 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 Company’s
consolidated financial statements as attached to this Prospectus.
Between December 31, 2009, and the date of the independent auditor’s report and between the date of the
independent auditor’s 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 Company’s management believes that it will be able to meet all its liabilities in accordance with their
terms.
8
IV. MANAGEMENT DISCUSSION AND ANALYSIS
The following discussion and analysis of the Company’s financial condition and results of the operations should be
read in conjunction with the Company’s audited financial statements and the notes thereto as set out in Chapter XVI
of this Prospectus on Independent Auditor’s Report and the Company’s Financial Statements. The Company’s
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
Company’s production process that incorporates hygienic and halal (prepared in the manner prescribed by Islamic
law) methods.
2. Financials
The following table shows the Company’s 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
Assets
Current assets
Non-current assets
Total assets
Liabilities and shareholders’ equity
Current liabilities
Non-current liabilities
Total liabilities
Total shareholders’ equity
Total liabilities and shareholders’ equity
2009
December 31
2008
2007
137,585
209,393
346,978
104,200
204,413
308,613
43,023
126,445
169,468
95,448
83,690
179,138
167,840
346,978
91,439
86,449
177,888
130,725
308,613
36,700
44,454
81,154
88,313
169,468
9
Statements of income
Description
(in millions of Rupiah)
12 months
2008
2007
250,513
383,553
145,660
222,360
104,853
161,193
74,894
99,526
29,959
61,667
(3,760)
(1,242)
26,199
60,425
8,421
18,013
17,778
42,412
2009
485,920
263,821
222,099
133,803
88,295
(7,804)
80,491
23,376
57,115
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
2.1. Sales, costs and profit
The following chart shows the Company’s 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)
485,920
383,553
250,513
222,099
161,193
104,853
61,667
29,959
17,778
2007
Sales
88,295
57,115
42,412
2008
Gross Profit
2009
Operating Profit
Net Income
2.1.1. Net sales
The following is the breakdown of the Company’s net sales based on products:
Description
Sweet bread - Sari Roti
Toast bread - Sari Roti
Sweet bread - Boti
Toast bread - Boti
Sari Cake
Others
Gross sales
Sales returns
Net sales
2009
287,326
230,932
8,527
4,965
2,614
1,863
536,227
(50,307)
485,920
(in millions of Rupiah)
12 months
2008
2007
210,063
129,633
193,725
133,097
10,291
9,888
5,019
4,387
2,726
673
427
422,496
277,432
(38,943)
(26,919)
383,553
250,513
10
Sales comparison for the years 2009 and 2008
The Company’s 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 Company’s 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 Company’s 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 Company’s decision to
increase selling price due to the increase of raw material prices.
The Company’s 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 Company’s cost of goods sold:
Description
Raw materials and packaging materials
Direct labor
Manufacturing overhead:
Depreciation
Utilities
Professional fees
Repairs and maintenance
Royalty fees
Others
Total manufacturing overhead
Total manufacturing costs
Finished goods inventory:
Balance, beginning of year
Balance, end of year
Cost of goods sold
2009
201,686
11,162
(in millions of Rupiah)
12 months
2008
2007
176,632
110,517
9,090
6,688
13,663
11,190
8,247
7,124
6,317
4,483
51,024
263,872
8,276
8,157
6,453
4,804
4,986
4,113
36,788
222,510
7,690
6,366
4,603
4,815
3,257
1,841
28,572
145,776
444
(494)
263,821
294
(444)
222,360
177
(294)
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 Company’s
products increased.
11
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 Company’s operating expenses:
Description
Selling expenses
General and administrative expenses
Total operating expenses
Operating profit
2009
113,068
20,735
133,803
88,295
(in millions of Rupiah)
12 months
2008
2007
83,360
62,190
16,166
12,703
99,526
74,894
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.
12
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.
13
2.2. Assets, liabilities and equity
The following chart shows the Company’s assets, liabilities and equity over the years:
Assets, Liabilities and Equity
As of December 31, 2007, 2008 and 2009
(in millions of Rupiah)
346,978
308,613
179,138
177,888
169,468
167,840
130,725
81,154
88,313
2007
2008
Assets
2009
Liabilities
Equity
2.2.1. Assets
The following are the details of the Company’s assets:
(in millions of Rupiah)
Description
2009
Current assets :
Cash and cash equivalents
Trade receivables – third parties
Inventories
Restricted time deposits
Prepaid expenses and other current assets
Total current assets
Non-current assets:
Fixed assets – net of accumulated depreciation
Guarantee deposits
Claims for tax refund
Other non-current assets
Total non-current assets
Total assets
December 31
2008
2007
57,945
53,135
9,075
13,018
4,412
137,585
52,878
42,717
7,280
1,326
104,200
8,249
28,222
5,225
1,327
43,023
204,681
4,346
43
323
209,393
346,978
201,431
2,600
43
339
204,413
308,613
123,499
2,148
689
109
126,445
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.
14
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 longterm loan and the increase of cash receipts from buyers as the Company’s 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 Company’s liabilities:
(in millions of Rupiah)
Description
December 31
2008
2009
Current liabilities:
Trade payables – third parties
Other payables
Taxes payable
Accrued expenses
Current maturities of long-term loans:
Bank loans
Other loans
Total current liabilities
Non-current liabilities:
Customers’ deposits
Long-term bank loans – net of current maturities
Deferred tax liability – net
Estimated liability for employee benefits
Total non-current liabilities
Total liabilities
2007
37,635
13,108
12,162
7,543
24,975
34,423
11,857
5,597
17,757
3,676
4,599
5,499
25,000
95,448
14,588
91,439
5,000
169
36,700
4,420
68,750
6,590
3,929
83,690
179,138
2,979
75,465
5,195
2,810
86,449
177,888
2,436
35,000
5,049
1,969
44,454
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.
15
2.2.3. Equity
The following are the details of the Company’s equity account:
Description
Issued and paid-up capital
Additional paid-in capital
Advances for future stock subscription
Retained earnings
Total equity
2009
86,051
350
81,440
167,840
(in millions of Rupiah)
December 31
2008
2007
86,051
17,349
350
30,123
38,928
44,325
1,913
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 paidup 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
Company’s 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 Company’s 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
Net margin
Return on average assets
Return on average equity
2009
11.8%
17.4%
38.3%
12 months
2008
11.1%
17.7%
38.7%
2007
7.1%
11.0%
26.2%
16
2.4. Liquidity
The Company’s liquidity is reflected in cash flows as detailed in the following table:
Description
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2009
56,084
(32,782)
(16,302)
5,068
52,878
57,945
(in millions of Rupiah)
12 months
2008
2007
83,854
20,416
(88,694)
(13,190)
49,883
(8,292)
44,629
(1,050)
8,249
9,299
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 Company’s
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 Company’s 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 Company’s 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 Company’s products, the Company provides explanations to the public through
the media and invites consumer who wants to understand the Company’s production process by providing an
auditorium where consumer can see the Company’s profile and production process. If needed, groups of
consumer can visit the Company’s factory and directly view the Company’s production process.
17
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 Company’s 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 Company’s business activities. The following
risks have been presented in accordance with its potential impacts on the Company’s performance based on the
Company’s 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 Company’s sales.
(ii) Short shelf life of the products
As the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s raw material cost and in turn the
decline in the Company’s profitability.
(iv) Availability of energy supply
One of the essential raw materials for the Company’s 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 Company’s
factories are located. Shortage of energy supply will result in disruption in the Company’s production and in lower
production output, which in turn will impact the Company’s sales.
(v) Risk of labor strikes
Labor is an essential asset of the Company as the Company’s operational activities are dependent on labor
productivity. Even though the Company’s 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 Company’s operational
activities will be disrupted and in turn will impact the Company’s profitability.
18
(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 Company’s profitability.
Risks relating to market conditions and sales
(i) Foreign exchange fluctuations
Some of the Company’s 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 Company’s 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
Company’s selling price and therefore has a negative impact on the Company’s profitability.
(ii) Competition
The Company’s products that are sold through retailers accounted for more than 50% of the Company’s 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 Company’s
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 Company’s selling price. However, if the regional
minimum wage increased significantly and is not properly managed, the Company’s production costs will also
increase significantly.
(ii) Economic, political and social stability
Indonesia’s economic, political and social conditions have an influence on the Company’s 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 Company’s consumer that in turn will result in the decline
of the Company’s sales. Economic, political and social instability will negatively impact the Company’s operations,
performance and business prospects.
(iii) Preservative and halal issues
As the Company’s 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 Company’s products last for a few days. These issues will paint a negative picture on
the Company’s raw materials and production process. In addition, issues could also develop over the halal status of
19
the Company’s products. Should these issues arise, there is a possibility that demand for the Company’s products
becomes lower and in turn results in the decline of the Company’s sales.
(iv) Natural disaster
The Company’s factories are located in Indonesia and distribution of the Company’s 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 Company’s 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 Company’s products to retailers or to stock points. Transportation problems due to natural disasters that
disrupt distribution of the Company’s products will result in a shorter shelf life where the products will have to be
immediately sold and consumed.
20
VI. MATERIAL EVENTS SINCE THE DATE OF THE INDEPENDENT AUDITOR’S REPORT
There are no material events since May 3, 2010, the date of the independent auditor’s report for the Company’s
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.
21
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 Company’s 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 Company’s 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 Company’s authorized capital, confirmation of the
Company’s boards and change of the Company’s 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. AHU65556.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 Company’s Board of Directors and Board of
Commissioner and the sale of shares belonging to Bonlight Investments Limited to Treasure East Investments
Limited.
22
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 Company’s 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 Company’s 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 Company’s permits and licenses in operating its business:
No.
1
2
3
4
5
6
7
8
Document
Import duty reduction for machinery
Notice of the approval of the President for the foreign
investment facilities
Change of shareholding (Model III.A)
Change of Limited Importer Identification Number No.
410/APIT/PMA/1995 dated September 6, 1995, in
conjunction with latest amendment No. 229/PAPIT/PMA/2005 dated April 13, 2005
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
Block W Office Expansion Permit
Block C Office Expansion Permit
Block U Office Expansion Permit
Permit/License No.
2485/KM.4/2008
Date
October 27, 2008
687/III/PMA/1997
May 30, 1997
From
Minister of
Finance
BKPM
687/III/PMA/1997
284/P-APIT/2009/PMA
May 30, 1997
April 29, 2009
BKPM
BKPM
05/P-IUT/2009
January 30, 2009
BKPM
367/T/INDUSTRI/2005
877/T/INDUSTRI/2008
8/1/P/II/PMA/2010
May 11, 2005
August 27, 2008
February 2, 2010
BKPM
BKPM
BKPM
23
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 Company’s
capital structure and shareholding at establishment are as follows:
Description
Authorized capital
Issued and paid-up capital:
PT Sari Indoroti
Nissho Iwai Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp100,000 per share
No. of shares
Par value (Rp)
35,360
3,536,000,000
28,288
3,536
3,536
35,360
-
%
2,828,800,000
353,600,000
353,600,000
3,536,000,000
-
80
10
10
100
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 Company’s shareholders approved:
i. an increase of the Company’s authorized capital from Rp3,536,000,000 to Rp11,050,000,000,
ii. an increase of the Company’s issued and paid-up capital from Rp3,536,000,000 to Rp11,050,000,000, and
iii. a change in the Company’s 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 Company’s
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 Company’s capital structure and shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
PT Sari Indoroti
Nissho Iwai Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp55,250 per share
No. of shares
Par value (Rp)
200,000
11,050,000,000
160,000
20,000
20,000
200,000
-
8,840,000,000
1,105,000,000
1,105,000,000
11,050,000,000
-
%
80
10
10
100
2001
Pursuant to Deed of Meeting Resolution No. 5 dated August 3, 2001, drawn up before Suryati Moerwibowo, SH,
Notary in Jakarta, the Company’s 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.
24
With the above transfer of shares, the Company’s shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Nissho Iwai Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp55,250 per share
No. of shares
Par value (Rp)
200,000
11,050,000,000
160,000
20,000
20,000
200,000
-
%
8,840,000,000
1,105,000,000
1,105,000,000
11,050,000,000
-
80
10
10
100
2003
Pursuant to Deed of Meeting Resolution No. 5 dated July 23, 2003, drawn up before Ukon Krisnajaya, SH, Notary in
Jakarta, the Company’s shareholders approved the following:
i. an increase in the Company’s authorized capital from Rp11,050,000,000 to Rp17,348,500,000, and
ii. an increase of the Company’s 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 Company’s
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 Company’s capital structure and shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Nissho Iwai Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp55,250 per share
No. of shares
Par value (Rp)
314,000
17,348,000,000
251,200
31,400
31,400
314,000
-
%
13,878,800,000
1,734,850,000
1,734,850,000
17,348,500,000
-
80
10
10
100
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 Company’s extraordinary shareholders’ meeting dated April 15, 2004, it was informed that one of
the Company’s 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 Company’s capital structure and shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp55,250 per share
No. of shares
Par value (Rp)
314,000
17,348,000,000
251,200
31,400
31,400
314,000
-
13,878,800,000
1,734,850,000
1,734,850,000
17,348,500,000
-
%
80
10
10
100
25
2008
Pursuant to Deed of Meeting Resolution No. 1 dated July 1, 2008, drawn up before Ukon Krisnajaya, SH, Notary in
Jakarta, the Company’s shareholders approved the following:
i. an increase in the Company’s authorized capital and a change in the par value of the Company’s shares such that
the Company’s 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 Company’s 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 Company’s capital structure and shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp1,000 per share
No. of shares
Par value (Rp)
344,000,000
344,000,000,000
68,840,480
8,605,060
8,605,060
86,050,600
257,949,400
%
68,840,480,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000
80
10
10
100
2009
Pursuant to Deed of Meeting Resolution No. 10 dated November 16, 2009, drawn up before Ukon Krisnajaya, SH, SpN,
Notary in Jakarta, the Company’s 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 Company’s shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Market Bright Profits Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp1,000 per share
No. of shares
Par value (Rp)
344,000,000
344,000,000,000
34,420,240
34,420,240
8,605,060
8,605,060
86,050,600
257,949,400
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000
%
40
40
10
10
100
Pursuant to Deed of Meeting Resolution No. 17 dated December 30, 2009, drawn up before Ukon Krisnajaya, SH, Notary
in Jakarta, the Company’s 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 Company’s 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.
26
With the above transfer of shares, the Company’s shareholding became as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Treasure East Investments Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp1,000 per share
No. of shares
Par value (Rp)
344,000,000
344,000,000,000
34,420,240
34,420,240
8,605,060
8,605,060
86,050,600
257,949,400
%
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000
40
40
10
10
100
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 Company’s shareholders approved the change of the par value of the Company’s shares from
Rp1,000 per share to Rp100 per share, such that the Company’s capital structure and shareholding became as follows:.
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Treasure East Investments Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio
Par value Rp100 per share
No. of shares
Par value (Rp)
3,440,000,000
344,000,000,000
344,202,400
344,202,400
86,050,600
86,050,600
860,506,000
2,579,494,000
%
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000
40
40
10
10
100
4. Management and supervision
The current composition of the Company’s 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:
Commissioner:
Independent Commissioner:
Benny Setiawan Santoso
Tan Hang Huat
Seah Kheng Hong Conrad
Board of Directors
President Director:
Director:
Director:
Director:
Director:
Unaffiliated Director:
Wendy Sui Cheng Yap
Indrayana
Kaneyoshi Morita
Takao Okabe
Yenni Husodo
Chin Yuen Loke
The Company shall form an Audit Committee within six months from the listing date of the Company’s 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.
27
Based on letter No. 001/CS/NIC/II/2010 dated February 24, 2010, the Company’s Board of Directors has appointed
Arlina Sofia as Corporate Secretary.
The following are brief resume of the members of the Company’s 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 (1988–1999) and as Merchant in Cargill Commodity Trading
Singapore (1987–1988). Graduated with Bachelor of Science (Hons) from
University of Singapore in 1997.
28
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 (1990–1995), Alternate Director of Kerry
Trading Hongkong (1988–1998), President of Wemith Corporation California, USA
(1977–1991) and President of Prima Development Company, USA (1977–1993).
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 (1992–2004). Graduated from the Spanish Department of
the Faculty of Foreign Studies, Kobe City University, in 1992.
29
Yenni Husodo - Director
Indonesian citizen, 48 years of age. Finance Director of the Company since April
2010. Previously a Commissioner of the Company (February 2010–April 2010),
Director of the Company (November 2009–February 2010), President Commissioner
of the Company (May 2006–November 2009), Finance Controller of PT Trampil
Mutiara Rezeki (2003–2006), Finance Controller of PT Nusa Bintang Kirana (1999–
2002), Finance Controller of PT Maharani Graha (1997–1998), Finance Controller of
PT Planet Dwimas (1994–1996), Finance & Accounting Manager of PT Wendy
Citrarasa (1991–1994), Finance & Accounting Manager of PT Sinar Dunia Kristal
(1988–1990), Finance & Accounting Supervisor of PT Tarpintex (1985–1987),
Finance & Accounting Staff of PT Atithya Loka (1981–1984). 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 1998–June
1999), Director of Credit Suisse Private Banking (May 1994–July 1998), Senior
Manager of Standard Chartered Bank (March 1991–April 1994), General Manager of
Canadian Imperial Bank of Commerce (August 1987–January 1991), Manager of
Banque National De Paris (May 1985–June 1987), Assistant Vice President of First
Interstate Bank of California (May 1983–May 1985), Assistant Manager of Industrial
Bank of Japan (February 1981–April 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.
30
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
20
121
236
377
Manager
Staff
Non-staff
Total
2008
18
101
193
312
2007
15
80
163
258
Composition of Employees based on Education
Education
> Bachelor
Bachelor
Diploma
High school/equivalent
< High school
Total
2009
5
45
50
277
377
2008
4
37
46
225
312
2007
3
38
46
171
258
Composition of Employees based on Age Groups
Age Group
> 50
41-50
31-40
21-30
< 21
Total
2009
3
29
125
210
10
377
2008
2
12
123
160
15
312
2007
2
11
112
125
8
258
The following table shows the breakdown of permanent and contract employees as of December 31, 2009, 2008 and
2007:
Status
Permanent
Contract
Total
2009
377
188
565
2008
312
169
481
2007
258
177
435
31
The following chart shows the Company’s 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, BIL’s 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, BIL’s shareholding structure is as follows:
Shareholder
The PY Family Foundation, Panama
Sari Roti TM Limited, BVI
No. of Shares
Value (USD)
8
2
8
2
%
80
20
Business Activities
BIL’s business activity is in investment.
32
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, TEIL’s capital structure and shareholding are as follows:
Shareholder
Tan Hang Huat
No. of Shares
Value (USD)
1
1
%
100%
Business Activities
TEIL’s 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 SC’s Board of
Directors are as follows:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Masaki Hashikawa
Akio Dobashi
Yutaka Kase
Yoji Sato
Kazunori Teraoka
Yoshizaku Sashida
Toru Nagashima
Capital Structure
Based on Company Data as of March 31, 2009, as set out in the 2009 Annual Report, SC’s capital structure is
as follows:
Authorized capital:
160,339,000 Yen.
33
Based on shareholding information as of March 31, 2010, SC’s majority shareholders are as follows:
Shareholder
Japan Trustee Services Bank, Ltd.
The Master Trust Bank of Japan, Ltd.
Trust & Custody Services Bank, Ltd.
State Street Bank and Trust Company 505225
Mellon Bank, N.A. as Agent for its client Mellon Omnibus US Pension
The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account
Juniper
State Street Bank West Client – Treaty
Mellon Bank, N.A. Treaty Client Omnibus
Nomura Singapore Limited Customer Segnegated A/C FJ-1309
No. of Shares
142,398
34,891
21,543
17,884
14,023
12,007
11,484
10,449
10,087
9,280
%
11.38
2.79
1.72
1.43
1.12
0.96
0.92
0.83
0.81
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:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Director:
Kazuaki Morita
Atsuo Morita
Masaki Tanaka
Masasaki Tsubota
Kaneyoshi Morita
Katsumi Mizuno
Hiroyuki Takahashi
Hiroshi Morita
Atsushi Banno
Masayoshi Shibuya
Shigeru Ieda
Shuji Hirata
Kenji Suzuki
Chikafumi Hori
Chikara Nemoto
Capital Structure
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, SBCL’s capital structure is as follows:
Authorized capital:
1,799,533,200 Yen.
34
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 SBCL’s issued shares
are as follows:
Shareholder
Morita Enterprise Co., Ltd.
Moritax Co., Ltd.
No. of Shares
3,997,223
3,884,559
Business Activities
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 :
TEIL:
SC:
SBCL:
Bonlight Investments Limited
Treasure East Investments Limited
Sojitz Corporation
Shikishima Baking Co,. Ltd.
7.2. Management and supervision relationship
Name
Benny Setiawan Santoso
Tan Hang Huat
Seah Kheng Hong Conrad
Wendy Sui Cheng Yap
Indrayana
Kaneyoshi Morita
Takao Okabe
Yenni Husodo
Chin Yuen Loke
Notes:
PC: President Commissioner
PD:
C:
Commissioner
D:
IC: Independent Commissioner UD:
Affiliation with Shareholder
Affiliated
Affiliated
Not Affiliated
Affiliated
Affiliated
Affiliated
Affiliated
Affiliated
Not Affiliated
Company
PC
C
IC
PD
D
D
D
D
UD
BIL
D
-
TEIL
D
-
SC
-
SBCL
D
-
President Director
Director
Unaffiliated Director
35
8. Affiliated party transaction
Type of affiliation
- Shikishima Baking Co., Ltd. is one of the Company’s 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
Trade receivables:
PT Lion Superindo*
Value per December 31,
2009 (Rp millions)
Percentage to Total
Assets
1,970
Description
Trade payables:
PT Indofood Sukses Makmur Tbk (Bogasari Flour Mill Division)*
Accrued expenses:
Royalty – Shikishima Baking Co., Ltd.
Description
Cost of goods sold:
Purchase – PT Indofood Sukses Makmur Tbk (Bogasari Flour Mill Division)*
Royalty – Shikishima Baking Co., Ltd.
Value per December 31,
2009 (Rp millions)
0.6%
Percentage to Total
Liabilities
10,724
6.0%
1,591
0.9%
Value for 2009
(Rp millions)
Percentage to Net Sales
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:
36
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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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
Company’s 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.
37
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 Company’s 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
Company’s 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.
1.
HGB No. 24
BPN (Land
National Office)
Bekasi
HGB No. 38
BPN Bekasi
2.
Issuance
Date
August 27,
1996
Expiry Date
Juni 29, 2022
Land Area
(sq.m)
5,103
August 27,
1996
September 24,
2023
5,174
3.
HGB No. 563
BPN Bekasi
September 5,
2002
June 29, 2022
540
4.
HGB No. 29
BPN Pasuruan
June 6, 2005
June 6, 2035
22,727
5.
HGB No. 227
BPN Bekasi
August 22,
2006
September 24,
2023
11,900
Location and Situation Drawing
Title
Lot W 41, Karang Baru Village, Cikarang
Subdistrict, Bekasi Regency, West Java Province,
as per Situation Drawing dated May 7, 1996, No.
6741/1996, Karang Baru, Bekasi
Lot W 40, Karang Baru Village, Cikarang
Subdistrict, Bekasi Regency, West Java Province,
as per Situation Drawing dated May 7, 1996, No.
6651/1996
Lot C–45F, Pasirgombong Village, Lemah Abang
Subdistrict, Bekasi Regency, West Java Province,
as per Survey Certificate dated August 1, 2002,
No. 41/2002
Pandean Village, Rembang Subdistrict, Pasuruan
Regency, East Java Province, as per Survey
Certificate dated May 23, 2005, No.
2/Pandean/2005
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
Company
Company
Company
Company
The Company possesses the following land to operate its business:
No.
1.
Basis of Ownership
Deed of Sale and
Purchase No. 183/2009
Land Area (sq.m)
Location
3,200
Jl. Tugu Industri Raya,
Randugarut Village, Tugu
Subdistrict, Semarang,
West Java
Title in Name
of
PT Kawasan
Industri Wijaya
Description
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
The acquisition cost of the above asset is Rp1,072 million.
38
The Company uses warehouses and houses for offices and stock points as follows:
No.
Description of Property
Land and Building
Area (sq.m)
Building area 99
sq.m
1.
Building for warehouse
2.
House with land and yard
for product distribution
Land area 304 sq.m
with building area
140 sq.m
3.
House with land and yard
for product distribution
Land area 536 sq.m
4.
House with adjacent
warehouse for office or
product distribution
Land area 500 sq.m
5.
Building for Sari Roti and
Boti stock point
Land area 25 m x 12
m
6.
Building for Sari Roti and
Boti stock point
Building area 20 m x
7.5 m
Location and Situation Drawing
Jl Cipamokolan No. 20,
Cipamokolan Village, Rancasari
Subdistrict, Gedebage Area,
Bandung, West Java
Jl Cipamokolan I No. 12/RT
03/RW 01, Taman Permata
Complex, Riung Bandung, West
Java
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
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
Jl H. Kayar No. 11 A RT. 10/06,
Ciganjur, Jagakarsa, South
Jakarta
Jl H. Syahrin No. 28 Rt.001/10,
North Gandaria, Kebayoran Baru,
South Jakarta
Lease Agreement
Expiry
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
Lease Agreement dated April 1,
2008
September 15,
2011
March 31, 2010
Lease Agreement dated January
1, 2008, between the Company
and Sutrisno
December 31,
2011
Lease Agreement dated June 1,
2009, between the Companya
and Muhari MZ
31 Mei 2012
Lease Agreement dated August
28, 2009, between the Company
and Dra. Sari Wulandari M
Lease Agreement dated June 1,
2009, amongst the Company, PT
Swara Gangsing and Haji
Rochmani
August 28, 2011
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 Company’s 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:
1
PT Asuransi Central Asia
Insurance Policy
No.
21-00-09-002981
2
PT Asuransi Central Asia
01-00-09-007839
32,998,347,875
3
PT Asuransi Central Asia
01-00-09-007845
1,811,660,719
4
PT Asuransi Central Asia
01-00-09-007849
37,520,167,695
5
PT Asuransi Central Asia
01-00-09-007857
37,410,841,146
No.
Insurer
Insured Amount (Rp)
185,000,000
Term
December 31, 2009–
December 31, 2010
December 31, 2009–
December 31, 2010
December 31, 2009–
December 31, 2010
December 31, 2009–
December 31, 2010
December 31, 2009–
December 31, 2010
Insured Asset
Vehicles
Bread Factory,
Pasuruan, East Java
Warehouse, Block C,
Cikarang, Bekasi
Bread Factory, Block
W Cikarang, Bekasi
Bread Factory, Block
U, Cikarang, Bekasi
39
The Company is not affiliated to the above insurance company. The Company believes that the premium paid for the
insured assets above is sufficient.
40
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 Company’s production process that is hygienic and halal.
The Company’s 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 brand’s 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 Company’s 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.
41
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
Equipment: Silo
Dough mixing
Floor time
Dividing
Rounding
Intermediate Proofing
Pressing, sheeting
Equipment: Divider
Equipment: Rounder
Equipment: OHP
Equipment: Moulder
Filling
Panning
Final fermentation
Baking
Equipment: Tunnel Oven
Cooling
Packing and coding
Metal detecting
Storage
Machine name: Metal detector
Function: To detect any metal objects
42
Toast bread production process
Ingredients
Scaling
Sponge mixing
First fermentation
Dough mixing
Floor time
Dividing
Equipment: Divider
Rounding
Equipment: Rounder
Intermediate Proofing
Dough pressing/sheeting
Equipment: OHP
Equipment: Moulder
Moulder
Panning
Final fermentation
Baking
Equipment: Tunnel Oven
Depanning
Cooling
Slicing
Packing
Metal detecting
Storage
Equipment : Metal detector
Function: To detect any metal objects
The following describes the Company’s production process:
1. Required materials for bread production such as flour, yeast, egg, sugar, salt, milk, water and butter are
prepared.
43
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:
Description
Installed capacity:
Toast bread (packs/day)
Sweet bread (pieces/day)
Production capacity:
Toast bread (packs/day)
Sweet bread (pieces/day)
Capacity utilization:
Toast bread (packs/day)
Sweet bread (pieces/day)
2009
2008
2007
2006
2005
117,000
360,000
117,000
360,000
117,000
360,000
117,000
360,000
117,000
360,000
96,084
272,880
97,317
271,872
96,718
271,224
87,867
234,000
97,742
270,000
63,635
223,939
94,366
266,754
87,273
258,961
71,809
199,810
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 Company’s 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
CBWF’s 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
Company’s administrative offices are located in CBWF.
44
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:
Description
Installed capacity:
Toast bread (packs/day)
Sweet bread (pieces/day)
Production capacity:
Toast bread (packs/day)
Sweet bread (pieces/day)
Capacity utilization:
Toast bread (packs/day)
Sweet bread (pieces/day)
2009
2008
2007
2006
2005
70,000
216,000
-
-
-
-
58,639
162,713
-
-
-
-
46,618
157,832
-
-
-
-
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 Company’s 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
CBUF’s 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 Company’s hygienic production process by showing the
Company’s 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:
Description
Installed capacity:
Toast bread (packs/day)
Sweet bread (pieces/day)
Production capacity:
Toast bread (packs/day)
Sweet bread (pieces/day)
Capacity utilization:
Toast bread (packs/day)
Sweet bread (pieces/day)
2009
2008
2007
2006
2005
70,000
288,000
70,000
172,800
70,000
172,800
70,000
172,800
70,000
172,800
58,091
218,203
58,331
129,387
58,485
131,306
58,636
131,112
59,584
132,109
26,501
162,873
20,278
109,398
18,662
69,697
12,924
54,325
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 Company’s 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
PF’s 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
45
Company utilizes the water treatment facility provided by the industrial estate.
administrative office in this location.
The Company also has an
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 Company’s 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 Company’s 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 35ºC 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 pricingproduction date-expiry date on the packaging.
46
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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s
financial information. With the program, the Company can integrate real time conditions of its three factories.
The shelf life of the Company’s 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 Company’s 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
Company’s performance.
47
The following table shows the nominal value of the Company’s net sales for the past five years:
(in millions of Rupiah)
Description
Sari Roti sweet bread
Sari Roti toast bread
Boti sweet bread
Boti toast bread
Sari Cake
Others
Total
2009
261,646
207,723
8,227
4,815
1,647
1,863
485,920
2008
190,616
175,644
9,951
4,914
1,463
965
383,553
2007
115,768
120,254
9,600
4,255
636
250,513
2006
85,578
93,502
9,328
4,486
136
193,027
2005
60,122
68,480
9,868
4,693
40
143,203
The following table shows the volume of the Company’s net sales for the past five years:
(in packs)
Description
Sari Roti sweet bread
Sari Roti toast bread
Boti sweet bread
Boti toast bread
Sari Cake
Others
Total
2009
71,859,466
42,077,285
4,625,817
1,281,906
167,990
790,232
120,802,696
2008
54,649,859
37,021,995
5,904,271
1,388,776
149,718
572,485
99,687,104
2007
42,224,158
32,919,301
6,997,166
1,524,930
449,144
84,114,699
2006
31,971,735
26,012,334
7,368,446
1,663,573
93,641
67,109,729
2005
27,294,294
20,107,570
9,244,992
1,929,016
34,548
58,610,420
2.4. Awards and certifications
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.
48
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.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
b.
BPOM RI MD No.
228310072374
228310070374
228310057374
228310049374
228310050374
228310068374
228310067374
228310066374
228310001374
228310041374
228310026374
228310016374
228310028374
228310008374
228310006374
228310015374
228310043374
228310007374
228310017374
228310040374
228310024374
228310019374
228310020374
228310022374
228310029374
228310067374
228310002374
228310003374
228310004374
228310073374
228310071374
228310005374
Validity
7 July 2009 - 7 July 2014
7 July 2009 - 7 July 2014
24 April 2008 - 24 April 2013
26 January 2007 - 26 January 2012
26 January 2007 - 26 January 2012
6 November 2006 - 6 November 2011
22 June 2006 - 22 June 2011
22 June 2006 - 22 June 2011
16 December 2005 - 16 December 2010
22 November 2005 - 22 November 2010
10 November 2005 - 10 November 2010
13 October 2005 - 13 October 2010
13 October 2005 - 13 October 2010
13 October 2005 - 13 October 2010
13 October 2005 - 13 October 2010
13 October 2005 - 13 October 2010
10 October 2005 - 10 October 2010
10 October 2005 - 10 October 2010
10 October 2005 - 10 October 2010
10 October 2005 - 10 October 2010
27 September 2005 - 27 September 2010
27 September 2005 - 27 September 2010
27 September 2005 - 27 September 2010
27 September 2005 - 27 September 2010
27 September 2005 - 27 September 2010
22 August 2005 - 22 August 2010
6 July 2005 - 6 July 2010
6 July 2005 - 6 July 2010
6 July 2005 - 6 July 2010
7 July 2009 - 7 July 2014
7 July 2009 - 7 July 2014
6 July 2005 - 6 July 2010
Product Name
Chocolate sponge cake
Pandan sponge cake
Pandan chiffon cake
BPOM RI MD No.
228310075374
228310074374
227510069374
Validity
14 August 2009 - 14 August 2014
14 August 2009 - 14 August 2014
24 April 2008 - 24 April 2013
Product Name
Chocolate kaya filled tear-off bread
Strawberry cream filled bread
Pandan toast bread
Mocha cream filled bread
Mung bean filled bread
Cheese filled bread
Milk filled bread
Kaya filled bread
Coconut filled bread
BPOM RI MD No.
228310076374
228310063374
228310058374
228310062374
228310056374
228310048374
228310045374
228310042374
228310034374
Validity
7 August 2009 - 7 August 2014
24 April 2008 - 24 April 2013
24 April 2008 - 24 April 2013
24 April 2008 - 24 April 2013
27 February 2008 - 27 February 2013
26 January 2007 - 26 January 2012
21 November 2005 - 21 November 2010
21 November 2005 - 21 November 2010
21 November 2005 - 21 November 2010
Sari Cake
No.
1.
2.
3.
c.
Product Name
Strawberry cream filled bread
Cheese cream filled bread
Sesame seed burgen bun bread
Chocolate cheese filled bread
Chocolate chips bread
Yam bread
Chocolate strawberry filled tear-off bread
Cheese tear-off bread
Special toast bread
Wheat bread
Butter tear-off bread
Burgen bun
Milk tear-off bread
Chocolate cream bread
Strawberry cream bread
Hot dog bun
Toast bread
Mocha cream bread
Vanilla-flavored chocolate cream bread
Raisin bread
Chocolate cheese tear-off bread
Coconut filled bread
Chocolate nut filled bread
Chocolate kaya tear-off bread
Chocolate tear-off bread
Peeled toast bread
Kaya filled bread
Strawberry filled bread
Cheese filled bread
Milk toast bread
Chocolate cream filled bread
Chocolate filled bread
Boti
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
49
No.
10.
11.
12.
13.
14.
15.
Product Name
Pineapple filled bread
Chocolate filled bread
Toast bread
Chocolate cream bread
Chocolate filled tear-off bread
Chocolate filled tear-off bread
BPOM RI MD No.
228310038374
228310036374
228310035374
228310039374
228310065374
228310065374
Validity
21 November 2005 - 21 November 2010
10 November 2005 - 10 November 2010
10 November 2005 - 10 November 2010
10 November 2005 - 10 November 2010
14 February 2005 - 14 February 2010
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 Company’s products that receive the halal certificate:
1. Sari Roti
Toast bread
1
Special toast bread
2
Raisin bread
3
Whole wheat bread
4
Premium toast toast bread
5
Chocolate chip bread
6
Peeled toast bread
7
Pandan toast bread
8
Marble bread
9
Milk toast bread (Disney edition)
Sweet bread
1
Kaya filled bread
2
Strawberry filled bread
3
Cheese filled bread
4
Chocolate filled bread
5
Coconut filled bread
6
Chocolate cheese filled bread
7
Banana chocolate filled bread
8
Banana cheese filled bread
9
Blueberry filled bread
Sandroll bread
1
Mocha cream filled bread
2
Chocolate cream filled bread
3
Chocolate vanilla cream filled bread
4
Cheese cream filled bread
5
Chocolate cream filled bread (Disney edition)
6
Cheese cream filled bread (Disney edition)
7
Strawberry cream filled bread (Disney edition)
8
Blueberry cream filled bread
9
Sausage filled bread
Tear-off bread (roti sobek)
1
Chocolate and kaya filled tear-off bread
2
Chocolate and cheese filled tear-off bread
3
Chocolate filled tear-off bread
4
Chocolate and strawberry filled tear-off bread
5
Chocolate and pineapple filled tear-off bread
6
Chocolate and blueberry filled tear-off bread
Tear-off bread (roti kasur)
1
Milk tear-off bread
2
Cheese tear-off bread
3
Coffee tear-off bread
4
Chocolate cheese tear-off bread
Tear-off bread (roti sisir)
1
Butter tear-off bread
Plain rolls
1
Plain rolls bun
50
2
McDonald’s plain rolls bun
Burger bun
1
Burger bun
2
Sesame seed burger bun
3
McDonald’s burger bun
4
McDonald’s sesame seed burger bun
Snack roll
Butter roll
Butter stick roll
2. Boti
Toast bread
1
Toast bread
2
Pandan toast bread
Sweet bread
1
Coconut filled bread
2
Chocolate filled bread
3
Pineapple filled bread
4
Kaya filled bread
5
Milk filled bread
6
Cheese filled bread
7
Mung bean filled bread
8
Strawberry filled bread
Sandroll bread
1
Mocha cream filled bread
2
Chocolate cream filled bread
3
Chocolate mocha cream filled bread
7
Strawberry cream filled bread
8
Vanilla cream filled bread
Tear-off bread
1
Chocolate and cheese filled tear-off bread
2
Chocolate and kaya filled tear-off bread
3
Chocolate filled tear-off bread
3. Sari Cake
No.
1
2
3
4
5
6
Product name
Pandan flavored chiffon cake
Chocolate flavored chiffon cake
Cheese flavored chiffom cake
Chocolate sponge cake
Pandan sponge cake
Banana cake
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.
51
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 Company’s
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 Company’s 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 Company’s 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.
52
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 Company’s products quickly and accurately.
Minimarkets, supermarkets and hypermarkets are distribution channels that are appropriate for the Company’s
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 Company’s production facilities and the Company’s 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 Company’s products
The Company plans to expand by opening factories in locations near its consumer to manage the limited shelf
life of the Company’s products of five days.
5. Environmental management and monitoring
The Company uses facilities available within the industrial estates where the Company’s 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.
53
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 Company’s 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 Company’s
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 Company’s 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 Company’s products to orphanages located around the Company’s factories, such as Baitur
Rahman Orphanage in Malang, Ulin Nuha Orphanage in Sidoarjo and Sunan Kalijaga Orphanage in Sidoarjo.
Providing the Company’s products as participation in the Moslem New Year 1431 H celebration in Al-Kautsar
elementary school, Cikarang.
Providing the Company’s products as participation in the 2005 and 2006 Christmas celebration in St. Antonius
Padova church, Pasuruan.
Providing the Company’s 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 Company’s products as participation in the Danger and Impacts of Drugs.
Providing the Company’s products as participation for Gita Taruna Melati Drum Band of Muhammadiyah I
elementary school, Sidoarjo (2009).
Providing the Company’s products as participation in the Mass Circumcision X/2007 in Nurul Iman Mosque,
Malang.
Working with Sonora and M radios to distribute the Company’s products to break the fast in the Citra Marga and
Jasa Marga toll gates.
Opening factory visit to the public to directly see the Company’s 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.
54
IX. SUMMARY OF IMPORTANT FINANCIAL INFORMATION
The following table summarizes the Company’s 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
2007
2009
2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade payables – third parties
Inventories
Restricted time deposits
Prepaid expenses and other current assets
Total current assets
2006
2005
57,945
53,135
9,075
13,018
4,412
137,585
52,878
42,717
7,280
1,326
104,200
8,249
28,222
5,225
1,327
43,023
9,299
18,305
3,237
1,758
5,618
38,217
6,567
16,514
2,733
2,028
1,028
28,870
NON-CURRENT ASSETS
Fixed assets – net of accumulated depreciation
Guarantee deposits
Claims for tax refund
Other non-current assets
Total non-current assets
204,681
4,346
43
323
209,393
201,431
2,600
43
339
204,413
123,499
2,148
689
109
126,445
113,441
1,517
43
119
115,120
116,206
791
43
136
117,176
TOTAL ASSETS
346,978
308,613
169,468
153,337
146,046
LIABILITIES
CURRENT LIABILITIES
Bank loans
Trade payables – third parties
Other payables
Taxes payable
Accrued expenses
Current maturities of long-term loans:
Bank loans
Other loans
Total current liabilities
37,635
13,108
12,162
7,543
24,975
34,423
11,857
5,597
17,757
3,676
4,599
5,499
6,827
12,354
5,806
2,202
6,566
9,616
13,480
1,296
4,537
25,000
95,448
14,588
91,439
5,000
169
36,700
12,506
458
46,720
13,685
403
43,017
NON-CURRENT LIABILITIES
Customers’ deposits
Long-term bank loans – net of current maturities
Convertible bonds
Deferred tax liability – net
Estimated liability for employee benefits
Total non-current liabilities
4,420
68,750
6,590
3,929
83,690
2,979
75,465
5,195
2,810
86,449
2,436
35,000
5,049
1,969
44,454
1,851
28,669
22,929
3,956
1,604
59,011
1,209
35,338
22,929
3,153
1,156
63,784
TOTAL LIABILITIES
179,138
177,888
81,154
105,731
106,802
SHAREHOLDERS’ EQUITY
Authorized, issued and fully paid
Additional paid-in capital
Advances for future stock subsription
Retained earnings
TOTAL SHAREHOLDERS’ EQUITY
86,051
350
81,440
167,840
86,051
350
44,325
130,725
17,349
30,123
38,928
1,913
88,313
17,349
30,123
16,000
(15,865)
47,606
17,349
30,123
16,000
(24,227)
39,244
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
346,978
308,613
169,468
153,337
146,046
55
Profit and Loss Statement
(in millions of Rupiah)
Description
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Selling
General and administrative
Total operating expenses
Income from operations
Other income (expenses)
Sales of scrap
Interest income
Gain (loss) on sale of fixed assets – net
Interest expense
Gain (loss) on foreign exchange – net
Others – net
Other expenses – net
Income before income tax
Income tax expense:
Current
Deferred
Total
Net income
EBITDA
2009
485,920
263,821
222,099
2008
383,553
222,360
161,193
12 months
2007
250,513
145,660
104,853
113,068
20,735
133,803
88,295
83,360
16,166
99,526
61,667
62,190
12,703
74,894
29,959
49,608
11,550
61,158
20,290
35,578
10,305
45,883
13,397
5,517
1,328
51
(12,356)
(1,932)
(412)
(7,804)
80,491
3,981
661
(21)
(5,268)
(414)
(180)
(1,242)
60,425
2,875
170
3
(6,741)
16
(83)
(3,760)
26,199
1,928
281
96
(9,562)
(61)
(124)
(7,440)
12,849
1,731
252
(17)
(6,124)
649
(469)
(3,978)
9,419
21,981
1,396
23,376
57,115
17,867
146
18,013
42,412
7,328
1,092
8,421
17,778
3,684
804
4,487
8,362
3,008
737
3,745
5,674
109,411
76,434
42,604
31,689
21,971
2006
193,027
111,579
81,448
2005
143,203
83,924
59,280
Financial ratios
Description
2009
Growth ratios (%)
Sales – net
Gross profit
Income from operations
Net income
Assets
Liabilities
Shareholders’ equity
Business ratios (%)
Gross profit/sales
Income from operations/sales
Net income/sales
Net income/average equity
Net income/average assets
Financial ratios (x)
Liabilities/shareholders’ equity
Liabilities/assets
Bank loans/shareholders’ equity*
Current assets/current liabilities*
EBITDA/interest expense*
Productivity ratios
Inventory turnover (x)
Inventory days (days)
Receivables days (days)
December 31 / 12 months
2008
2007
2006
2005
26,7
37,8
43,2
34,7
12,4
0,7
28,4
53,1
53,7
105,8
138,6
82,1
119,2
48,0
29,8
28,7
47,7
112,6
10,5
-23,2
85,5
34,8
37,4
51,5
47,4
5,0
-1,0
21,3
28,1
24,9
-9,4
-9,5
74,8
61,9
123,4
45,7
18,2
11,8
38,3
17,4
42,0
16,1
11,1
38,7
17,7
41,9
12,0
7,1
26,2
11,0
42,2
10,5
4,3
19,3
5,6
41,4
9,4
4,0
20,0
4,9
1,07
0,52
0,56
1,44
8,86
1,36
0,58
0,69
1,14
14,51
0,92
0,48
0,45
1,17
6,32
2,22
0,69
1,01
0,82
3,31
2,72
0,73
1,25
0,67
3,59
32,26
11
36
35,57
10
34
34,43
10
34
37,38
10
33
29,58
12
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
56
X. SHAREHOLDERS’ EQUITY
1. Capital structure
The following table shows the Company’s equity position based on the Company’s 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
2009
Authorized, issued and fully paid
Additional paid-in capital
Advances for future stock subsription
Retained earnings
86,051
350
81,440
167,840
Total shareholders’ equity
December 31
2008
86,051
350
44,325
130,725
2007
17,349
30,123
38,928
1,913
88,313
2. Change in the Company’s 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 Company’s shareholders approved the change of the par value of the Company’s 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
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
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
Proforma equity at December 31, 2009,
after the Offering
Issued and paid-up
capital
Additional paid-in
capital
Retained earnings
86,051
350
81,440
167,840
-
-
-
-
15,185
178,428
-
193,614
101,236
178,778
81,440
361,454
Total equity
57
XI. DIVIDEND POLICY
All of the Company’s 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
shareholder’s meeting based on proposal from the Board of Directors. The Company’s articles of association state
that dividends can only be distributed in accordance with the Company’s 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 Company’s financial
condition and the right of an annual shareholders’ meeting to otherwise determine based on the Company’s articles
of association, the amount of cash dividend to be distributed is related to the Company’s profits in the relevant fiscal
year. The Company’s management plans to propose an annual dividend distribution of a maximum of 30% of the
Company’s net profit in the relevant fiscal year.
58
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. SE03/PJ.101/1996 dated March 29, 1996, which requires the non-resident taxpers to submit an original Certificate of
Domicile from the foreign country’s 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.
59
Company’s 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.
60
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 underwriter’s 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 Company’s 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:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
Underwriter
PT OSK Nusadana Securities Indonesia
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
Total
No. of shares
144,004,000
50,000
1,100,000
350,000
200,000
100,000
1,600,000
50,000
500,000
100,000
100,000
100,000
150,000
50,000
100,000
50,000
400,000
200,000
2,300,000
100,000
100,000
150,000
151,854,000
Amount (Rp)
183,605,100,000
63,750,000
1,402,500,000
446,250,000
255,000,000
127,500,000
2,040,000,000
63,750,000
637,500,000
127,500,000
127,500,000
127,500,000
191,250,000
63,750,000
127,500,000
63,750,000
510,000,000
255,000,000
2,932,500,000
127,500,000
127,500,000
191,250,000
193,613,850,000
%
94.83%
0.03%
0.72%
0.23%
0.13%
0.07%
1.05%
0.03%
0.33%
0.07%
0.07%
0.07%
0.10%
0.03%
0.07%
0.03%
0.26%
0.13%
1.51%
0.07%
0.07%
1.10%
100.00%
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
61
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 Company’s 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 Company’s 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.
62
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, 7th 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, 4th 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.
63
The main duties and responsibilities of the Appraiser in this Offering is determine the market value of the
Company’s 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, 2nd 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 Company’s articles of
association, and the Underwriting and Share Registration Agreements, in accordance with the regulations and
notary’s 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.
64
XV. LEGAL OPINION
65
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, 4th 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 Issuer’s 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
Issuer’s 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 Issuers’s 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 consultant’s
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 Issuer’s 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 Issuer’s 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. Issuer’s 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 Issuer’s assets that we have
deemed as important and material as specified in the Legal Due Diligence
Report;
6. The Issuer’s 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 Issuer’s 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 Issuer’s formal obligation in applicable labor and taxes law in
Indonesia;
11. Fulfillment of the Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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
:
Issued and fully paid-up
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).
:
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:
Nominal Value
Shareholder
Number of Share
(Rp100.00)
Percentage
(%)
Bonlight Investment Limited
344,202,400
34,420,240,000
40
Treasure East Investment
Limited
344,202,400
34,420,240,000
40
Sojitz Corporation
86,050,600
8,605,060,000
10
Shikishima Baking
86,050,600
8,605,060,000
10
860,506,000
86,050,600,000
100
TOTAL
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
Director
Director
Director
Director
Director
:
:
:
:
:
:
Wendy Sui Cheng Yap
Indrayana
Kaneyoshi Morita
Takao Okabe
Yenni Husodo
Chin Yuen Loke
(and Unaffiliated
Director)
BOARD OF COMMISSIONERS
President Commissioner
:
Commissioner
:
Commissioner
:
Benny Setiawan Santoso
Tan Hang Huat
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 5th (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 Director’s 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
Issuer’s 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 Issuer’s 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. Issuer’s assets which
can be insured, covered by insurances for the important risks. Whereas
Issuer’s 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 Issuer’s 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 Issuer’s head office, branch office, and distribution office domiciled in
accordance with Governor’s Decree/Regulation concerning Minimum Wages of
Province/Regency/City year 2010. This matter is proven by the lowest
employee’s paycheck and Director’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s
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 Issuer’s 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 Issuer’s 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.
2.
3.
4.
Chairman of Capital Market Supervision Board and Financial Institution;
Head of Corporate Finance Assesment of the Real Sector;
Indonesian Stock Exchange;
OSK Nusadana Securities Indonesia as Securities Underwriter.
XVI. INDEPENDENT AUDITOR’S REPORT AND THE COMPANY’S FINANCIAL STATEMENTS
66
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
BALANCE SHEETS
December 31, 2009, 2008 and 2007
(Expressed in rupiah)
PT NIPPON INDOSARI CORPINDO
NERACA
31 Desember 2009, 2008 dan 2007
(Disajikan dalam rupiah)
Catatan/
Notes
2009
2008
2007
ASET
ASET LANCAR
Kas dan setara kas
2b,3
Piutang usaha - pihak ketiga
2c,4
Persediaan
2d,2f,5
Deposito berjangka yang dibatasi
penggunaannya
2b,22f
Biaya dibayar di muka dan
aset lancar lainnya
2e
JUMLAH ASET LANCAR
ASSETS
CURRENT ASSETS
8.248.879.048
Cash and cash equivalents
28.221.585.794 Trade receivables - third parties
5.224.730.828
Inventories
57.945.297.612
53.134.831.686
9.074.625.513
52.877.663.474
42.716.783.157
7.279.506.188
13.018.150.400
-
-
4.411.597.131
1.325.703.027
1.327.484.090
Restricted time deposits
Prepaid expenses and other
current assets
137.584.502.342 104.199.655.846
43.022.679.760
TOTAL CURRENT ASSETS
ASET TIDAK LANCAR
Aset tetap - setelah dikurangi
2f,2g,6,11
akumulasi penyusutan sebesar
Rp66.947.261.721 pada tahun
2009, Rp51.052.554.754 pada
tahun 2008 dan Rp40.456.689.214
pada tahun 2007
Deposito jaminan
22c
Taksiran tagihan pajak penghasilan
Aset tidak lancar lainnya
2e
NON-CURRENT ASSETS
Fixed assets - net of
accumulated depreciation
of Rp66,947,261,721 in 2009,
Rp51,052,554,754 in 2008
and Rp40,456,689,214
123.499.296.027
in 2007
2.148.132.826
Guarantee deposits
688.603.092
Claims for tax refund
108.916.800
Other non-current assets
204.680.869.234 201.430.865.600
4.345.768.881
2.600.132.826
43.273.780
43.273.780
323.258.998
338.866.800
JUMLAH ASET TIDAK LANCAR
209.393.170.893 204.413.139.006 126.444.948.745
JUMLAH ASET
346.977.673.235
308.612.794.852 169.467.628.505
TOTAL NON-CURRENT
ASSETS
TOTAL ASSETS
The accompanying notes form an integral part of these financial
statements.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak
terpisahkan dari laporan keuangan secara keseluruhan.
1
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
BALANCE SHEETS (continued)
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
PT NIPPON INDOSARI CORPINDO
NERACA (lanjutan)
31 Desember 2009, 2008 dan 2007
(Disajikan dalam rupiah, kecuali dinyatakan lain)
Catatan/
Notes
2009
2008
2007
KEWAJIBAN DAN
EKUITAS
KEWAJIBAN LANCAR
Hutang usaha - pihak ketiga
Hutang lain-lain
Hutang pajak
Biaya masih harus dibayar
Bagian hutang jangka panjang
yang jatuh tempo dalam
satu tahun
Hutang bank
Hutang lainnya
LIABILITIES AND
SHAREHOLDERS’ EQUITY
7,22e
8,22d,27
2i,9a
2k,10,21
11
12
37.634.706.115
13.108.059.385
12.161.800.167
7.543.257.586
24.974.544.910
34.423.020.421
11.857.082.727
5.596.683.982
17.756.900.219
3.676.045.465
4.598.909.939
5.498.705.410
CURRENT LIABILITIES
Trade payables - third parties
Other payables
Taxes payable
Accrued expenses
5.000.000.000
169.414.015
Current maturities of
long-term loans
Bank loans
Other loans
25.000.000.000
-
14.587.689.344
-
95.447.823.253
91.439.021.384
4.420.362.606
2.978.721.497
2.436.335.202
NON-CURRENT LIABILITIES
Customers’ deposits
68.750.000.000
75.464.582.779
35.000.000.000
Long-term bank loans - net of
current maturities
6.590.489.024
5.194.832.914
5.048.971.575
Taksiran kewajiban imbalan kerja 2j,13c
3.928.985.657
2.810.481.715
1.969.184.548
Deferred tax liability - net
Estimated liability for
employee benefits
JUMLAH KEWAJIBAN TIDAK
LANCAR
83.689.837.287
86.448.618.905
44.454.491.325
TOTAL NON-CURRENT
LIABILITIES
179.137.660.540 177.887.640.289
81.154.466.373
TOTAL LIABILITIES
JUMLAH KEWAJIBAN LANCAR
KEWAJIBAN TIDAK LANCAR
Uang muka pelanggan
2h,22c,27
Hutang jangka panjang - setelah
dikurangi bagian yang jatuh
tempo dalam satu tahun
11
Kewajiban pajak tangguhan
- bersih
2i,9f
JUMLAH KEWAJIBAN
EKUITAS
Modal saham - nilai nominal
Rp1.000 per saham pada tahun
2009 dan 2008 dan Rp55.250
(US$25) per saham pada tahun
2007
Modal dasar, ditempatkan dan
disetor penuh - 86.050.600
saham pada tahun 2009 dan
2008 dan 314.000 saham
pada tahun 2007
Agio saham
36.699.975.048 TOTAL CURRENT LIABILITIES
SHAREHOLDERS’ EQUITY
Share capital - Rp1,000 par
value per share in 2009
and 2008 and Rp55,250
(US$25) par value per
share in 2007
14
15
86.050.600.000
349.534.267
86.050.600.000
349.534.267
17.348.500.000
30.123.261.375
16
81.439.878.428
44.325.020.296
38.928.372.892
1.913.027.865
Authorized, issued and fully
paid - 86,050,600 shares
in 2009 and 2008, and
314,000 shares in 2007
Additional paid-in capital
Advances for future stock
subscription
Retained earnings
JUMLAH EKUITAS
167.840.012.695 130.725.154.563
88.313.162.132
TOTAL SHAREHOLDERS’
EQUITY
JUMLAH KEWAJIBAN DAN
EKUITAS
346.977.673.235 308.612.794.852
169.467.628.505
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
Uang muka pemesanan saham
Saldo laba
The accompanying notes form an integral part of these financial
statements.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak
terpisahkan dari laporan keuangan secara keseluruhan.
2
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
STATEMENTS OF INCOME
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah)
PT NIPPON INDOSARI CORPINDO
LAPORAN LABA RUGI
Tahun yang Berakhir pada Tanggal-tanggal
31 Desember 2009, 2008 dan 2007
(Disajikan dalam rupiah)
Catatan/
Notes
PENJUALAN BERSIH
2h,18, 22c
2009
2008
2007
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
104.852.516.587
GROSS PROFIT
222.098.615.128 161.193.383.038
BEBAN USAHA
Penjualan
Umum dan administrasi
2h,20
2j,22b,22d
Jumlah Beban Usaha
LABA USAHA
PENGHASILAN(BEBAN)
LAIN-LAIN
2h
Penjualan barang usang
Penghasilan bunga
Laba (rugi) penjualan aset tetap
- bersih
2f,6
Beban bunga
2k,11,21b
OPERATING EXPENSES
113.068.057.973
20.735.361.823
83.360.373.763
16.166.037.686
62.190.210.263
12.703.475.512
Selling
General and administrative
133.803.419.796
99.526.411.449
74.893.685.775
Total Operating Expenses
88.295.195.332
61.666.971.589
29.958.830.812 INCOME FROM OPERATIONS
5.516.713.360
1.328.339.480
3.980.919.125
660.819.800
2.874.583.341
170.022.999
50.666.663
(12.355.769.950)
(21.479.584)
(5.267.935.990)
2.906.935
(6.740.528.406)
(1.932.295.929)
(411.667.754)
(413.936.352)
(180.346.418)
16.013.001
(82.659.080)
OTHER INCOME
(EXPENSES)
Sales of scrap
Interest income
Gain (loss) on sale of fixed
assets - net
Interest expense
Gain (loss) on foreign
exchange - net
Others - net
Beban Lain-lain - Bersih
(7.804.014.130)
(1.241.959.419)
(3.759.661.210)
Other Expenses - Net
LABA SEBELUM PAJAK
PENGHASILAN
80.491.181.202
60.425.012.170
26.199.169.602
INCOME BEFORE
INCOME TAX
21.980.666.960
1.395.656.110
17.867.158.400
145.861.339
7.328.231.000
1.092.488.958
INCOME TAX EXPENSE
Current
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 (rugi) selisih kurs - bersih
Lain-lain - bersih
BEBAN PAJAK PENGHASILAN
Tahun berjalan
Tangguhan
2m
2i, 9c
LABA BERSIH PER
SAHAM DASAR
2n, 23
663,74
543,39
377,28
BASIC EARNINGS
PER SHARE
LABA BERSIH PER
SAHAM DILUSIAN
2n, 23
663,74
492,87
222,52
DILUTED EARNINGS
PER SHARE
The accompanying notes form an integral part of these financial
statements.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak
terpisahkan dari laporan keuangan secara keseluruhan.
3
The original financial statements included herein are in Indonesian language.
PT NIPPON INDOSARI CORPINDO
STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY
Years Ended December 31, 2009, 2008 and 2007
(Expressed in rupiah)
PT NIPPON INDOSARI CORPINDO
LAPORAN PERUBAHAN EKUITAS
Tahun yang Berakhir pada Tanggal-tanggal
31 Desember 2009, 2008 dan 2007
(Disajikan dalam rupiah)
Catatan/
Notes
Saldo per 1 Januari 2007
Laba bersih
Obligasi konversi yang dikonversikan menjadi
uang muka pemesanan saham
16
Saldo per 31 Desember 2007
Laba bersih
Konversi agio saham menjadi
modal saham ditempatkan dan
disetor penuh
Konversi uang muka pemesanan
saham menjadi modal saham
ditempatkan dan disetor penuh
14,15
14,16
Saldo per 31 Desember 2008
Laba bersih
Dividen
Saldo per 31 Desember 2009
14
Modal Saham
Ditempatkan
dan Disetor
Penuh/
Issued and
Fully Paid
Share Capital
Uang Muka
Pemesanan
Saham/
Advances for
Future Stock
Subscription
Agio Saham/
Additional
Paid-in Capital
Laba
Ditahan
(Defisit)/
Retained
Earnings
(Deficit)
17.348.500.000
30.123.261.375
15.999.622.892
-
-
-
-
Ekuitas
Bersih/Net
Shareholders’
Equity
(15.865.421.779)
47.605.962.488
Balance as of January 1, 2007
-
17.778.449.644
17.778.449.644
Net income
22.928.750.000
-
22.928.750.000
Convertible bonds converted to advances
for future stock subscription
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
-
-
-
42.411.992.431
42.411.992.431
Net income
-
Additional paid-in capital converted
to issued and fully paid
share capital
-
-
Advances for future stock subscription
converted to issued and fully paid
share capital
29.773.727.108
(29.773.727.108)
-
(38.928.372.892)
-
38.928.372.892
-
86.050.600.000
349.534.267
-
44.325.020.296
130.725.154.563
Balance as of December 31, 2008
-
-
-
57.114.858.132
(20.000.000.000)
57.114.858.132
(20.000.000.000)
Net income
Dividend
86.050.600.000
349.534.267
-
81.439.878.428
167.840.012.695
Balance as of December 31, 2009
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan secara
keseluruhan.
4
The accompanying notes form an integral part of these financial statements.
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
STATEMENTS OF CASH FLOWS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah)
PT NIPPON INDOSARI CORPINDO
LAPORAN ARUS KAS
Tahun yang Berakhir pada Tanggal-tanggal
31 Desember 2009, 2008 dan 2007
(Disajikan dalam rupiah)
Catatan/
Notes
ARUS KAS DARI AKTIVITAS
OPERASI
Penerimaan dari pelanggan
Penerimaan dari pendapatan
bunga
Pembayaran untuk pemasok dan
kontraktor
Pembayaran untuk biaya
operasional
Pembayaran untuk gaji dan
kesejahteraan karyawan
Pembayaran pajak
Pembayaran beban bunga
Pembayaran royalti
6
6
Kas Bersih Diperoleh dari
(Digunakan untuk)
Aktivitas Pendanaan
2007
480.988.643.288
373.129.209.885
243.466.400.970
1.328.339.480
660.819.801
170.022.999
(141.679.573.980)
(55.664.702.673)
(69.476.668.742)
(26.138.636.531)
(22.932.750.391)
(12.355.769.950)
(5.952.466.547)
(20.501.720.484)
(9.910.781.866)
(5.267.935.990)
(5.818.531.794)
(16.282.603.057)
(5.629.447.746)
(8.509.150.271)
(2.605.987.412)
56.084.131.253
83.853.996.208
20.415.857.635
106.500.000
(19.870.278.663)
46.192.545
(88.740.326.083)
(13.018.150.400)
Kas Bersih Digunakan untuk
Aktivitas Investasi
ARUS KAS DARI AKTIVITAS
PENDANAAN
Penerimaan dari pinjaman jangka
panjang
Pembayaran dividen
Pembayaran kembali hutang bank
jangka panjang
Pembayaran kembali hutang
jangka panjang lainnya
Pembayaran kembali hutang bank
jangka pendek
2008
(217.173.654.116) (192.772.360.671) (120.716.709.106)
Kas Bersih Diperoleh dari
Aktivitas Operasi
ARUS KAS DARI AKTIVITAS
INVESTASI
Penerimaan dari penjualan
aset tetap
Perolehan aset tetap
Penempatan deposito berjangka
yang dibatasi penggunaannya
2009
(32.781.929.063)
(88.694.133.538)
91.168.286
(13.280.874.934)
(13.189.706.648)
(8.291.902.673)
40.000.000.000
-
11
(16.250.000.000)
(5.000.000.000)
(40.965.020.785)
(169.414.015)
(499.564.501)
(16.302.272.123)
-
49.882.858.108
Net Cash Used in
Investing Activities
Net Cash Provided by
(Used in) Financing
Activities
55.052.272.123
-
-
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from sale of
fixed assets
Purchases of fixed assets
Placement of restricted
time deposits
(6.827.317.387)
19.947.727.877
(20.000.000.000)
-
Net Cash Provided by
Operating Activities
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from long-term
bank loans
Dividend payments
Repayment of long-term
bank loans
Repayment of other
long-term loan
Repayment of short-term
bank loans
11
14
12
CASH FLOWS FROM
OPERATING ACTIVITIES
Collections from customers
Cash received from interest
income
Payments to suppliers and
contractors
Payments for operational
expenses
Payments of salaries and
employee benefits
Payment of taxes
Payment of interest expense
Payment of royalty
The accompanying notes form an integral part of these financial
statements.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak
terpisahkan dari laporan keuangan secara keseluruhan.
5
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
STATEMENTS OF CASH FLOWS (continued)
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
Catatan/
Notes
PENGARUH BERSIH
PERUBAHAN KURS PADA
KAS DAN SETARA KAS
2009
2008
(1.932.295.929)
KENAIKAN (PENURUNAN)
BERSIH KAS DAN SETARA KAS
2007
(413.936.352)
NET EFFECT OF CHANGES IN
EXCHANGE RATES ON CASH
AND CASH EQUIVALENTS
16.013.001
5.067.634.138
44.628.784.426
(1.049.738.685)
NET INCREASE
(DECREASE) IN CASH AND
CASH EQUIVALENTS
KAS DAN SETARA KAS
AWAL TAHUN
3
52.877.663.474
8.248.879.048
9.298.617.733
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR
KAS DAN SETARA KAS
AKHIR TAHUN
3
57.945.297.612
52.877.663.474
8.248.879.048
CASH AND CASH EQUIVALENTS
AT END OF YEAR
RINCIAN KAS DAN SETARA KAS:
Kas dan bank
Deposito berjangka yang jatuh tempo
dalam waktu tiga bulan
atau kurang
31.051.706.134
33.062.438.025
8.248.879.048
26.893.591.478
19.815.225.449
-
DETAILS OF CASH AND
CASH EQUIVALENTS:
Cash on hand and in banks
Time deposits with original
maturities of three months
or less
Kas dan setara kas yang disajikan
pada neraca
57.945.297.612
52.877.663.474
8.248.879.048
Cash and cash equivalents as
stated in the balance sheet
Aktivitas yang tidak
mempengaruh arus kas:
Activities not affecting
cash flows:
Konversi uang muka pemesanan
saham menjadi modal
saham ditempatkan dan
disetor penuh
14,16
Konversi agio saham menjadi
modal saham ditempatkan
dan disetor penuh
Konversi obligasi dikonversi
menjadi uang muka
pemesanan saham
Perolehan aset tetap dengan
mengkreditkan:
Deposito berjangka yang
dibatasi penggunaannya
Aset lancar lainnya
-
38.928.372.892
-
14,15
-
29.773.727.108
-
16
-
-
22.928.750.000
-
-
4.773.000.000
1.757.750.000
Advances for future stock
subscription converted to
issued and fully paid
share capital
Additional paid-in capital
converted to issued
and fully paid
share capital
Convertible bonds converted
to advances for future
stock subscription
Acquisition of fixed assets
credited to:
Restricted time deposits
Other current assets
The accompanying notes form an integral part of these financial
statements.
Catatan atas laporan keuangan terlampir merupakan bagian yang tidak
terpisahkan dari laporan keuangan secara keseluruhan.
6
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
1.
1. GENERAL
UMUM
a.
b.
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.
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.
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).
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 Company’s 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 Company’s articles of
association, its main business is the manufacture,
sale and distribution of bread. The Company’s
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.
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
Company’s Boards of Commissioners and
Directors are as follows:
Dewan Komisaris
Presiden Komisaris
Komisaris
Direksi
President Direktur
Direktur
Direktur
Vida Regina
Makreta Rinni Cuaca
Wendy Sui Cheng Yap
Yenni Husodo
Budi Soegianto
7
Board of Commissioners
President Commissioner
Commissioner
Board of Directors
President Director
Director
Director
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
1.
1. GENERAL (continued)
UMUM (lanjutan)
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 Company’s Boards of
Commissioners and Directors are as follows:
Dewan Komisaris
Presiden Komisaris
Komisaris
Direksi
President Direktur
Direktur
Direktur
Direktur
Total salaries and other compensation benefits
paid to the Company’s 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
a.
Board of Directors
President Director
Director
Director
Director
Wendy Sui Cheng Yap
Tirtani Marwata
Nagamoto Shinji
Makreta Rinni Cuaca
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).
2.
Board of Commissioners
President Commissioner
Commissioner
Yenni Husodo
Nayefuddin Jibjaya
SUMMARY
POLICIES
a.
Dasar Penyajian Laporan Keuangan
OF
SIGNIFICANT
ACCOUNTING
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.
8
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
a. Dasar
Penyajian
(lanjutan)
Laporan
SUMMARY OF SIGNIFICANT
POLICIES (continued)
a.
Keuangan
Mata uang pelaporan yang digunakan dalam
laporan keuangan adalah rupiah, yang juga
merupakan mata uang fungsional Perusahaan.
b. Cash Equivalents
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”.
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”.
Deposito berjangka yang digunakan sebagai
jaminan Letters of Credit (L/C) disajikan
sebagai “Deposito Berjangka yang Dibatasi
Penggunaannya” pada bagian aset lancar.
Time deposits that are pledged as collateral
for Letters of Credit (L/C) are presented as
“Restricted Time Deposits” under current
assets.
Uang muka/jaminan yang diterima dari
distributor dan agen dan ditempatkan pada
deposito
berjangka,
disajikan
sebagai
“Deposito Jaminan” pada bagian aset tidak
lancar.
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
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.
Penyisihan piutang ragu-ragu, jika ada,
ditetapkan berdasarkan hasil penelaahan
berkala terhadap keadaan piutang masingmasing pelanggan pada akhir tahun.
d.
Basis of Preparation of the Financial
Statements (continued)
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
c.
ACCOUNTING
d.
Persediaan
Inventories
Sebelum tanggal 1 Januari 2009, persediaan
dicatat berdasarkan PSAK No. 14 yang
dikeluarkan oleh Ikatan Akuntan Indonesia
pada tahun 1994.
Prior to January 1, 2009, inventories were
recorded based on PSAK No. 14 which was
issued by the Indonesia Institute of
Accountants in 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.
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 Company’s financial statements.
9
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
d.
e.
SUMMARY OF SIGNIFICANT
POLICIES (continued)
d.
Persediaan (lanjutan)
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.
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.
Biaya dibayar di muka
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 NonCurrent Assets”.
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”.
f.
ACCOUNTING
f.
Aset Tetap
Fixed Assets
Sebelum tanggal 1 Januari 2008, aset tetap
dinyatakan sebesar biaya perolehan dikurangi
akumulasi penyusutan (kecuali tanah yang
tidak disusutkan).
Prior to January 1, 2008, fixed assets were
stated at cost less accumulated depreciation
(except for land which are not depreciated).
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 Lainlain” 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.
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.
10
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
f.
SUMMARY OF SIGNIFICANT
POLICIES (continued)
f.
Aset Tetap (lanjutan)
ACCOUNTING
Fixed Assets (continued)
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.
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.
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.
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.
Penyusutan dihitung dengan menggunakan
metode garis lurus selama taksiran masa
manfaat ekonomis sset sebagai berikut:
Depreciation is computed using the straightline method over the estimated useful lives of
the assets, as follows:
Tahun/Years
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
20
15
5
5
Buildings and improvements
Machinery and equipment
Transportation equipment
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.
11
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
g.
SUMMARY OF SIGNIFICANT
POLICIES (continued)
g.
Penurunan Nilai Aset
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
h.
i.
ACCOUNTING
Impairment in Asset Value
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 year’s statement of income.
h.
Pengakuan Pendapatan dan Beban
Revenue and Expense Recognition
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.
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.
Beban diakui pada saat terjadinya.
Expenses are recognized when these are
incurred.
i.
Pajak Penghasilan
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.
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.
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.
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.
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.
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.
12
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
i.
SUMMARY OF SIGNIFICANT
POLICIES (continued)
i.
Pajak Penghasilan (lanjutan)
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.
j.
k.
ACCOUNTING
Income Tax (continued)
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
Estimated Liability for Employee Benefits
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.
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.
Transaksi
dengan
Pihak-pihak
Mempunyai Hubungan Istimewa
k.
yang
Transactions with Related Parties
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.
Perusahaan melakukan transaksi dengan
pihak-pihak
tertentu
yang
mempunyai
hubungan istimewa sebagaimana dimaksud
dalam PSAK No. 7, “Pengungkapan Pihakpihak 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.
13
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
l.
l.
Laporan Segmen
ACCOUNTING
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.
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. Foreign
Currency
Balances
m. Transaksi dan Saldo dalam Mata Uang
Asing
Transactions
and
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.
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.
Pada tanggal 31 Desember 2009, 2008 dan
2007, kurs yang digunakan adalah sebagai
berikut:
As of December 31, 2009, 2008 and 2007, the
exchange rates used were as follows:
2009
1 Dolar Amerika Serikat
1 Euro Eropa
1 Dolar Australia
1 Yen Jepang
n.
SUMMARY OF SIGNIFICANT
POLICIES (continued)
2008
9.400
13.510
8.432
102
2007
10.950
15.432
7.556
121
9.419
13.822
8.229
84
1 United States dollar
1 European euro
1 Australian dollar
1 Japanese yen
n. Earnings per Share
Laba per Saham
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.
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.
14
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
2.
2.
IKHTISAR KEBIJAKAN AKUNTANSI POKOK
(lanjutan)
n.
SUMMARY OF SIGNIFICANT
POLICIES (continued)
n. Earnings per Share (continued)
Laba per Saham (lanjutan)
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.
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.
o.
o. Use of Estimates
Penggunaan Estimasi
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.
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.
3.
3.
KAS DAN SETARA KAS
CASH AND CASH EQUIVALENTS
Akun ini terdiri dari:
This account consists of the following:
2009
Kas
Kas di bank
Rupiah
PT Bank Central Asia Tbk
PT Bank Negara Indonesia
(Persero) Tbk
PT Bank Resona Perdania
PT Bank Mandiri
(Persero) Tbk
Sub-jumlah
Deposito berjangka
Rupiah
PT Bank Central Asia Tbk
PT Bank Negara Indonesia
(Persero) Tbk
PT Bank Mandiri (Persero) Tbk
PT Bank Danamon
Indonesia Tbk
Euro Eropa
PT Bank Central Asia Tbk
(EUR303.194 pada tahun
2009 dan EUR300.000 pada
tahun 2008)
Dolar Australia
PT Bank Central Asia Tbk
(AU$50.882 pada tahun
2009 dan AU$49.880 pada
tahun 2008)
ACCOUNTING
27.000.000
2008
2007
31.250.000
39.402.350
22.834.858.804
30.231.364.864
5.804.424.422
7.616.518.435
562.862.578
2.668.433.696
130.556.465
2.360.448.147
44.604.129
10.466.317
833.000
31.024.706.134
33.031.188.025
8.209.476.698
3.545.298.328
-
6.160.100.325
6.149.968.192
2.011.506.849
1.958.462.466
-
3.120.478.625
-
-
429.028.862
4.649.180.108
376.989.698
15
Cash in banks
Rupiah
PT Bank Central Asia Tbk
PT Bank Negara Indonesia
(Persero) Tbk
PT Bank Resona Perdania
- PT Bank Mandiri (Persero) Tbk
6.937.953.705
4.096.061.769
Cash on hand
-
-
Sub-total
Time deposits
Rupiah
PT Bank Central Asia Tbk
PT Bank Negara Indonesia
(Persero) Tbk
PT Bank Mandiri (Persero) Tbk
PT Bank Danamon
Indonesia Tbk
European euro
PT Bank Central Asia Tbk
(EUR303,194 in 2009 and
EUR300,000 in 2008)
Australian dollar
PT Bank Central Asia Tbk
(AU$50,882 in 2009 and
AU$49,880 in 2008)
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
3.
3.
KAS DAN SETARA KAS (lanjutan)
2009
Yen Jepang
PT Bank Central Asia Tbk
(JPY60.000.000)
2008
2007
-
7.273.788.000
-
Japanese yen
PT Bank Central Asia Tbk
(JPY60,000,000)
Sub-jumlah
26.893.591.478
19.815.225.449
-
Sub-total
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:
2009
Rupiah
Dólar Australia
Euro Eropa
5,75% - 10,00%
2,50% - 2,75%
0,10% - 1,00%
The ranges of the annual interest rates of time
deposits are as follows:
2008
2007
6,50% - 10,00%
2,50%
1,00%
Deposito berjangka dalam mata uang Yen Jepang
merupakan deposito berjangka tanpa bunga.
4.
CASH AND CASH EQUIVALENTS (continued)
-
Rupiah
Australian dollar
European euro
The time deposit denominated in Japanese yen did
not bear interest.
4.
PIUTANG USAHA - PIHAK KETIGA
Akun ini terdiri dari:
TRADE RECEIVABLES - THIRD PARTIES
This account consists of the following:
2009
2008
2007
PT Indomarco Prismatama
PT Sumber Alfaria Trijaya Tbk
PT Hero Supermarket Tbk
PT Contimas Utama Indonesia
PT Lion Superindo*
PT Midi Utama Indonesia
Lain-lain (masing-masing
dibawah Rp500 juta)
23.119.810.902
14.307.070.811
3.234.686.940
2.211.294.337
1.969.748.121
1.918.688.953
17.489.158.656
12.336.224.052
3.173.867.562
1.839.647.429
1.774.189.548
599.716.767
10.077.172.073
8.238.239.065
2.194.177.029
1.404.094.844
1.324.136.872
660.965
PT Indomarco Prismatama
PT Sumber Alfaria Trijaya Tbk
PT Hero Supermarket Tbk
PT Contimas Utama Indonesia
PT Lion Superindo*
PT Midi Utama Indonesia
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)
* considered as related party starting February 23, 2010 (Note
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 raguragu pada tahun 2009, 2008 dan 2007.
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.
16
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
4.
4.
PIUTANG USAHA - PIHAK KETIGA (lanjutan)
Analisa umur piutang usaha pada tanggal
31 Desember 2009, 2008 dan 2007 adalah
sebagai berikut:
2009
5.
TRADE RECEIVABLES
(continued)
-
THIRD
PARTIES
The aging of trade receivables as of
December 31, 2009, 2008 and 2007 is as follows:
2008
2007
Lancar
Jatuh tempo:
1 - 30 hari
31 - 60 hari
61 - 90 hari
Lebih dari 90 hari
40.685.009.638
31.494.623.465
19.838.449.906
12.381.760.411
3.486.443
64.575.194
11.110.612.066
33.343.530
78.204.096
8.333.198.456
4.037.442
7.956.821
37.943.169
Current
Overdue:
1 - 30 days
31 - 60 days
61 - 90 days
Over 90 days
Jumlah
53.134.831.686
42.716.783.157
28.221.585.794
Total
5.
PERSEDIAAN
Akun ini terdiri dari:
INVENTORIES
This account consists of the following:
2009
2008
2007
Barang jadi
Bahan baku
Bahan kemasan
Suku cadang dan sebagainya
494.349.050
4.788.602.394
2.541.964.477
1.249.709.592
443.891.662
3.818.206.598
1.923.864.196
1.093.543.732
293.695.769
2.502.550.753
1.438.499.285
989.985.021
Finished goods
Raw materials
Packaging materials
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 management’s 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.
17
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
6.
6.
ASET TETAP
The details of fixed assets are as follows:
Rincian aset tetap adalah sebagai berikut:
Saldo Awal/
Beginning
Balance
Penambahan/
Additions
Pengurangan/
Deductions
Perubahan 2009
Biaya Perolehan
Hak atas tanah
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
Aset dalam penyelesaian
14.262.560.216
77.182.265.063
139.938.261.305
9.815.274.550
10.572.598.462
712.460.758
2.381.345.989
9.002.327.710
1.413.760.000
1.728.575.979
5.344.268.985
676.722.724
48.845.338
-
Jumlah
252.483.420.354
19.870.278.663
725.568.062
Akumulasi Penyusutan
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
11.148.044.921
28.543.316.583
5.906.837.382
5.454.355.868
3.931.186.346
9.483.800.172
1.421.635.977
1.727.819.197
Jumlah
51.052.554.754
16.564.441.692
Nilai Buku
Perubahan 2008
Biaya Perolehan
Hak atas tanah
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
Aset dalam penyelesaian
FIXED ASSETS
Reklasifikasi/
Reclassifications
Saldo Akhir/
Ending Balance
14.262.560.216
80.504.278.612
148.940.589.015
10.552.311.826
12.252.329.103
5.116.062.183
2009 Movements
Cost
Landrights
Buildings and improvements
Machinery and equipment
Transportation equipment
Furniture, fixtures and office equipment
Constructions in progress
-
271.628.130.955
Total
622.556.057
47.178.668
-
15.079.231.267
38.027.116.755
6.705.917.302
7.134.996.397
Accumulated Depreciation
Buildings and improvements
Machinery and equipment
Transportation equipment
Furniture, fixtures and office equipment
669.734.725
-
66.947.261.721
Total
204.680.869.234
Net Book Value
14.262.560.216
77.182.265.063
139.938.261.305
9.815.274.550
10.572.598.462
712.460.758
2008 Movements
Cost
Landrights
Buildings and improvements
Machinery and equipment
Transportation equipment
Furniture, fixtures and office equipment
Constructions in progress
940.667.560
(940.667.560)
201.430.865.600
14.262.560.216
46.292.894.131
85.810.522.074
8.091.184.550
8.608.191.967
890.632.303
245.539.030
3.051.467.477
1.754.340.000
1.673.603.865
82.015.375.711
111.375.500
30.250.000
71.265.470
-
163.955.985.241
88.740.326.083
212.890.970
-
252.483.420.354
Total
Akumulasi Penyusutan
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
8.796.292.586
22.801.715.432
4.716.905.773
4.141.775.423
2.351.752.335
5.787.388.856
1.220.181.609
1.381.761.581
45.787.705
30.250.000
69.181.136
-
11.148.044.921
28.543.316.583
5.906.837.382
5.454.355.868
Accumulated Depreciation
Buildings and improvements
Machinery and equipment
Transportation equipment
Furniture, fixtures and office equipment
Jumlah
40.456.689.214
10.741.084.381
145.218.841
-
51.052.554.754
Total
201.430.865.600
Net Book Value
14.262.560.216
46.292.894.131
85.810.522.074
8.091.184.550
8.608.191.967
890.632.303
2007 Movements
Cost
Landrights
Buildings and improvements
Machinery and equipment
Transportation equipment
Furniture, fixtures and office equipment
Constructions in progress
Jumlah
Nilai Buku
Perubahan 2007
Biaya Perolehan
Hak atas tanah
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
Aset dalam penyelesaian
30.643.831.902
51.187.647.254
362.068.100
(82.193.547.256)
123.499.296.027
7.122.560.216
44.969.806.748
77.311.900.935
6.983.954.550
5.958.441.651
2.450.540.000
2.380.000.000
1.323.087.383
8.319.271.134
1.221.840.000
903.794.114
5.663.632.303
92.749.995
256.450.000
303.643.798
-
144.797.204.100
19.811.624.934
652.843.793
-
163.955.985.241
Total
Akumulasi Penyusutan
Bangunan dan pengembangan
Mesin dan peralatan
Alat pengangkutan
Perabot dan peralatan kantor
6.542.219.494
17.549.696.743
3.909.643.023
3.355.017.721
2.254.073.092
5.282.730.393
1.063.112.470
1.064.778.720
30.711.704
255.849.720
278.021.018
-
8.796.292.586
22.801.715.432
4.716.905.773
4.141.775.423
Accumulated Depreciation
Buildings and improvements
Machinery and equipment
Transportation equipment
Furniture, fixtures and office equipment
Jumlah
31.356.576.981
9.664.694.675
564.582.442
-
40.456.689.214
Total
123.499.296.027
Net Book Value
Jumlah
Nilai Buku
113.440.627.119
18
4.760.000.000
272.100.000
141.840.000
2.049.600.000
(7.223.540.000)
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
6.
6.
ASET TETAP (lanjutan)
FIXED ASSETS (continued)
The Company’s landrights are covered by the
following landright ownership titles or Hak Guna
Bangunan (HGB) certificates:
Hak atas tanah dimiliki Perusahaan dalam bentuk
sertifikat Hak Guna Bangunan adalah sebagai
berikut:
Berlaku sampai dengan/
Valid up to
HGB No. 24/Karang Baru/Bekasi
HGB No. 563/Pasirgombong/Bekasi
HGB No. 38/Karang Baru/Bekasi
HGB No. 227/Karang Baru/Bekasi
HGB No. 29/Pandean/Pasuruan
Juni/June 29, 2022
Juni/June 29, 2022
September 24, 2023
September 24, 2023
Juni/June 6, 2035
HGB No. 24/Karang Baru/Bekasi
HGB No. 563/Pasirgombong/Bekasi
HGB No. 38/Karang Baru/Bekasi
HGB No. 227/Karang Baru/Bekasi
HGB No. 29/Pandean/Pasuruan
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:
Jenis aset/
Type of assets
2009
Bangunan dan pengembangan/
Buildings and improvements
Mesin dan peralatan/
Machinery and equipment
Hak atas tanah/Landrights
Lain-lain/Others
Persentase
penyelesaian/
Percentage of
completion
Biaya
perolehan/
Cost
20%
2.006.632.980
Juni/June 2010
10 - 20
90
70
1.807.277.203
1.161.952.000
140.200.000
Juni/June 2010
Juni/June 2010
Juni/June 2010
Jumlah/Total
2008
Hak atas tanah/Landrights
Lain-lain/Others
5.116.062.183
50
5 - 50
681.952.000
30.508.758
Jumlah/Total
2007
Bangunan dan pengembangan/
Buildings and improvements
Mesin dan peralatan/
Machinery and equipment
Taksiran waktu
penyelesaian/
Estimated date
of completion
Juni/June 2009
Juni/June 2009
712.460.758
10
845.060.780
Desember/
December 2008
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.
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.
Manajemen berkeyakinan bahwa tidak terdapat
penurunan nilai aset tetap per 31 Desember 2009,
2008 dan 2007 sebagaimana dimaksud dalam
PSAK No. 48.
Management believes that there is no impairment
in assets value as of December 31, 2009, 2008
and 2007 as contemplated in PSAK No. 48.
19
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
6.
6.
ASET TETAP (lanjutan)
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 management’s 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 Company’s 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
Penerimaan dari penjualan
Nilai buku bersih
Laba (rugi)
2008
2007
106.500.000
55.833.337
46.192.545
67.672.129
91.168.286
88.261.351
Proceeds from sales
Net book value
50.666.663
(21.479.584)
2.906.935
Gain (loss)
As of December 31, 2009, 2008 and 2007, certain
fixed assets are used as collateral for long-term
bank loans (Note 11).
Pada tanggal 31 Desember 2009, 2008 dan 2007,
aset tetap tertentu digunakan sebagai jaminan atas
hutang bank jangka panjang (Catatan 11).
7.
FIXED ASSETS (continued)
7.
HUTANG USAHA - PIHAK KETIGA
This account consists of payables to third parties
(suppliers/contractors)
mainly
arising
from
purchases of raw materials and packaging
materials, with details as follows:
Akun ini terdiri dari hutang kepada pihak ketiga
(pemasok) yang timbul sehubungan pembelian
bahan baku dan kemasan, dengan rincian sebagai
berikut:
2009
PT Indofood Sukses Makmur Tbk
- Bogasari Flour Mills*
PT Freyabadi Indotama
PT Nusa Indah
PT Kraft Ultrajaya Indonesia
PT Astaguna Wisesa
PT Surya Kemasindo Sejati
PT Super Makmur
PT Adyaceda Amandelis
PT Supernova
PT Anta Tirta Kirana
PT Sinar Meadow Indonesia
PT Aries Centaurus
PT Jaya Fermex
PT Nusa Inti Perkasa
Lain-lain (masing-masing
dibawah Rp500 juta)
Jumlah
*
TRADE PAYABLES - THIRD PARTIES
2008
2007
10.724.080.211
4.585.876.900
2.363.882.874
2.087.050.334
1.429.208.000
1.376.177.000
1.349.560.240
1.187.440.910
950.014.188
944.405.000
642.814.486
605.311.080
564.509.000
179.250.000
6.727.128.961
3.223.299.750
1.138.460.247
1.293.614.898
1.180.082.200
1.020.580.000
1.597.799.280
1.039.520.629
494.012.200
1.322.255.000
627.783.066
576.217.246
667.833.100
566.334.800
7.487.177.641
1.790.547.000
565.302.346
877.077.390
635.133.696
332.343.968
707.183.400
993.264.650
670.634.800
699.119.691
520.014.563
1.247.400
518.639.000
153.281.800
PT Indofood Sukses Makmur Tbk
- Bogasari Flour Mills*
PT Freyabadi Indotama
PT Nusa Indah
PT Kraft Ultrajaya Indonesia
PT Astaguna Wisesa
PT Surya Kemasindo Sejati
PT Super Makmur
PT Adyaceda Amandelis
PT Supernova
PT Anta Tirta Kirana
PT Sinar Meadow Indonesia
PT Aries Centaurus
PT Jaya Fermex
PT Nusa Inti Perkasa
8.645.125.892
3.499.623.533
1.805.932.874
Others (below Rp500 million each)
37.634.706.115
24.974.544.910
17.756.900.219
Total
* considered as related party starting February 23, 2010 (Note 26)
menjadi pihak yang memiliki hubungan istimewa pada tanggal
23 Februari 2010 (Catatan 26)
20
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
7.
7.
HUTANG USAHA - PIHAK KETIGA (lanjutan)
8.
2008
THIRD
PARTIES
2007
Lancar
Jatuh tempo:
1 - 30 hari
31 - 60 hari
61 - 90 hari
Lebih dari 90 hari
29.147.898.959
20.097.281.693
17.512.975.900
8.486.807.156
-
4.877.263.217
-
231.467.500
12.456.819
Current
Overdue:
1 - 30 days
31 - 60 days
61 - 90 days
Over 90 days
Jumlah
37.634.706.115
24.974.544.910
17.756.900.219
Total
8.
HUTANG LAIN-LAIN
2009
PT Indonakano
PT Dwi Sapta Pratama
Sanko Machinery Co., Ltd.
PT Adira Sarana Armada
PT Ridar Esindo
PT Hadi Kreasi Mesindo
PT Alkonusa Inti
PT Indomarco Prismatama
(Catatan 22b)
PT Bangun Putra Karawang
Oshikiri Machinery Ltd.
PT Alpine Cool Utama
PT Ocrim Nusantara
Lain-lain (masing-masing
dibawah Rp500 juta)
Jumlah
2008
2007
1.968.800.000
1.829.792.545
1.245.825.000
1.241.402.599
1.112.100.000
777.297.740
447.197.967
1.229.627.732
5.707.764.000
2.590.922.913
506.670.880
-
340.740.535
125.647.224
-
660.751.114
761.208.283
16.203.217.015
946.464.137
570.360.000
695.483.975
192.077.550
-
PT Indonakano
PT Dwi Sapta Pratama
Sanko Machinery Co., Ltd.
PT Adira Sarana Armada
PT Ridar Esindo
PT Hadi Kreasi Mesindo
PT Alkonusa Inti
PT Indomarco Prismatama
(Note 22b)
PT Bangun Putra Karawang
Oshikiri Machinery Ltd.
PT Alpine Cool Utama
PT Ocrim Nusantara
4.019.255.775
5.752.705.227
2.281.813.060
Others (below Rp500 million each)
13.108.059.385
34.423.020.421
3.676.045.465
Total
9.
PERPAJAKAN
a.
Hutang pajak terdiri dari:
Jumlah
TAXATION
a.
2009
Pajak penghasilan:
Pasal 21
Pasal 23
Pasal 25
Pasal 26
Pasal 29
Pajak pertambahan
nilai - bersih
OTHER PAYABLES
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:
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:
9.
-
The aging of trade payables as of December 31,
2009, 2008 and 2007 is as follows:
Analisa umur hutang usaha pada tanggal
31 Desember 2009, 2008 dan 2007 adalah
sebagai berikut:
2009
TRADE
PAYABLES
(continued)
2008
Taxes payable consist of the following:
2007
233.036.279
156.440.069
962.023.803
66.737.420
10.743.562.596
273.123.273
104.105.912
609.383.844
50.410.065
9.885.226.586
192.311.920
143.682.795
350.484.362
421.944.786
3.344.427.505
Income taxes:
Article 21
Article 23
Article 25
Article 26
Article 29
-
934.833.047
146.058.571
Value added tax - net
12.161.800.167
11.857.082.727
4.598.909.939
Total
21
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
9.
9.
PERPAJAKAN (lanjutan)
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:
2009
Laba sebelum pajak
penghasilan per laporan
laba rugi
Beda temporer:
Penyisihan imbalan kerja
karyawan - bersih
Penyesuaian laba/rugi
penjualan aset tetap
- bersih
Penyusutan aset tetap
c.
80.491.181.202
Beda tetap:
Beban yang tidak dapat
dikurangkan:
Beban bunga
Sewa kendaraan
Asuransi
Komunikasi
Rapat dan konferensi
Pajak pertambahan
nilai yang tidak
dapat dikreditkan
Lain-lain
Pendapatan bunga yang
dikenakan pajak final
Taksiran penghasilan
kena pajak
78.502.382.880
b.
2008
841.297.167
31.167.963
(4.222.542.224)
Bersih
Beban pajak penghasilan
364.748.749
Temporary differences:
Provision for employee
benefits - net
(24.951.067)
(3.981.427.543)
2.993.766.733
1.123.900.000
147.500.000
144.000.000
50.051.887
860.475.599
1.080.600.000
96.456.605
114.600.000
88.398.002
62.386.360
747.600.000
336.676.516
98.500.000
131.565.740
1.062.296.287
51.233.330
909.650.018
76.171.421
645.354.160
(1.328.339.480)
(660.819.800)
(170.022.999)
2009
Beban (manfaat) pajak
tangguhan:
Penyusutan asset tetap
Penyisihan imbalan kerja
karyawan - bersih
Dampak perubahan tarif
pajak
26.199.169.602
Income before income
tax per statements of
income
Adjustment to gain/loss on
sale of fixed assets - net
Depreciation of fixed assets
Permanent differences:
59.615.528.830
Rincian beban pajak penghasilan adalah
sebagai berikut:
Beban pajak penghasilan
- tahun berjalan
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:
2007
60.425.012.170
1.118.503.942
25.076.941
(7.325.554.632)
TAXATION (continued)
21.980.666.960
2.044.133.753
24.485.770.939
c.
2008
17.867.158.400
1.257.412.278
(313.181.103)
(252.389.150)
(335.296.540)
(859.161.789)
Non-deductible expenses:
Interest expense
Vehicle rental
Insurance
Communication
Meetings and conferences
Non-creditable value
added taxes
Others
Interest income already
subjected to final tax
Estimated taxable income
The details of income tax expense are as
follows:
2007
7.328.231.000
Current income tax expense
1.201.913.583
Deferred income tax expense
(benefit):
Depreciation of fixed assets
Provision for employee
benefits - net
(109.424.625)
-
Impact of change in tax rates
1.395.656.110
145.861.339
1.092.488.958
Net
23.376.323.070
18.013.019.739
8.420.719.958
Income tax expense
22
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
9.
PERPAJAKAN (lanjutan)
d.
9.
Rincian taksiran hutang pajak penghasilan
adalah sebagai berikut:
2009
Beban pajak penghasilan
- tahun berjalan
21.980.666.960
TAXATION (continued)
d.
2008
2007
17.867.158.400
7.328.231.000
Income tax expense - current
Dikurangi pajak penghasilan
dibayar di muka
Pasal 22
235.300.049
Pasal 25
11.001.804.315
1.059.994.302
6.921.937.512
86.542.839
3.897.260.656
Less prepayments of
income taxes
Article 22
Article 25
Jumlah pajak penghasilan
dibayar di muka
11.237.104.364
7.981.931.814
3.983.803.495
Total prepayments
of income taxes
Taksiran hutang pajak
penghasilan
10.743.562.596
9.885.226.586
3.344.427.505
Estimated income tax payable
The Company’s 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.
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.
e.
The details of estimated income tax payable
are as follows:
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:
2009
Laba sebelum pajak
penghasilan per
laporan laba rugi
Beban pajak penghasilan
dengan tarif pajak
yang berlaku
80.491.181.202
22.537.530.491
2008
60.425.012.170
18.110.003.401
23
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:
2007
26.199.169.602
Income before income
tax per statements of
income
7.842.250.599
Income tax expense
at the applicable
tax rates
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
9.
PERPAJAKAN (lanjutan)
9.
2009
Pengaruh pajak atas
beda tetap:
Beban yang tidak dapat
dikurangkan
Beban bunga
Sewa kendaraan
Asuransi
Komunikasi
Rapat dan konferensi
Pajak pertambahan nilai
yang tidak dapat
dikreditkan
Lain-lain
Pendapatan bunga yang
dikenakan pajak final
Dampak perubahan tarif
pajak
Beban pajak
penghasilan
f.
2008
2007
Tax effects on permanent
differences:
838.254.685
314.692.000
41.300.000
40.320.000
14.014.528
258.142.680
324.180.000
28.936.982
34.380.000
26.519.401
18.715.908
224.280.000
101.002.955
29.550.000
39.469.722
297.442.960
15.369.999
272.895.005
22.851.426
193.606.248
(371.935.054)
(198.245.940)
(51.006.900)
(335.296.540)
(859.161.789)
23.376.323.070
18.013.019.739
Aset (kewajiban) pajak tangguhan terdiri dari:
2009
Aset pajak tangguhan
Taksiran kewajiban
imbalan kerja
TAXATION (continued)
8.420.719.958
f.
2008
-
Non-deductible expenses
Interest expense
Vehicle rental
Insurance
Communications
Meetings and conferences
Non-creditable value
added taxes
Others
Interest income already
subjected to final tax
Impact of change in tax rates
Income tax expense
Deferred tax asset (liability) consists of the
following:
2007
982.246.414
702.620.429
Kewajiban pajak tangguhan
Aset tetap
(7.572.735.438)
(5.897.453.343)
(5.639.726.938)
Deferred tax liability
Fixed assets
Kewajiban pajak
tangguhan - bersih
(5.194.832.914)
(5.048.971.575)
Deferred tax liability - net
(6.590.489.024)
590.755.363
Deferred tax asset
Estimated liability for
employee benefits
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.
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.
24
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
10. ACCRUED EXPENSES
10. BIAYA YANG MASIH HARUS DIBAYAR
Akun ini terdiri dari:
This account consists of the following:
2009
2008
2007
Biaya promosi
Transportasi dan distribusi
Royalti (Catatan 21a dan 22a)
Listrik, gas dan air
Lain-lain (masing-masing
dibawah Rp500 juta)
2.502.287.964
1.883.857.111
1.590.826.182
920.539.396
467.111.137
2.397.045.195
1.226.334.841
783.657.043
1.627.082.234
993.448.972
2.058.676.311
487.533.305
645.746.933
722.535.766
331.964.588
Promotion expenses
Transportation and distribution
Royalty fees (Notes 21a and 22a)
Electricity, gas and water
Others (below
Rp500 million each)
Jumlah
7.543.257.586
5.596.683.982
5.498.705.410
Total
11. LONG-TERM BANK LOANS
11. HUTANG BANK JANGKA PANJANG
Akun ini terdiri dari:
This account consists of the following:
2009
2008
2007
PT Bank Central Asia Tbk
PT Bank Resona Perdania
68.750.000.000
25.000.000.000
55.052.272.123
35.000.000.000
40.000.000.000
PT Bank Central Asia Tbk
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 Company’s 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).
25
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
11. LONG-TERM BANK LOANS (continued)
11. HUTANG BANK JANGKA PANJANG (lanjutan)
a.
b.
a.
PT Bank Central Asia Tbk (BCA) (lanjutan)
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:
(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.
The Company is also required to maintain the
following financial ratios:
(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)
PT Bank Resona Perdania (BRP)
On June 15, 2007, the Company obtained a
loan amounting to Rp40,000,000,000 from
BRP to finance the Company’s 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.
Pada tanggal 15 Juni 2007, Perusahaan
memperoleh
pinjaman
sebesar
Rp40.000.000.000 dari BRP untuk membiayai
perluasan pabrik Perusahaan. Pinjaman nonrevolving 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.
26
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
11. LONG-TERM BANK LOANS (continued)
11. HUTANG BANK JANGKA PANJANG (lanjutan)
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 Company’s 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. OTHER LONG-TERM LOAN
12. HUTANG JANGKA PANJANG LAINNYA
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
Company’s 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.
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.
13. ESTIMATED
BENEFITS
13. TAKSIRAN KEWAJIBAN IMBALAN KERJA
LIABILITY
FOR
EMPLOYEE
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:
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:
27
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
13. TAKSIRAN
(lanjutan)
a. Rincian
adalah:
KEWAJIBAN
taksiran
IMBALAN
kewajiban
imbalan
kerja
2009
b.
3.928.985.657
Beban imbalan kerja
karyawan bersih
c.
3.063.067.486
(524.898.331)
(642.819.498)
(681.141.264)
(451.063.440)
2.810.481.715
Rincian beban imbalan kerja karyawan adalah:
Biaya jasa kini
Biaya bunga
Amortisasi biaya jasa lalu
Kerugian (keuntungan)
aktuarial yang diakui
945.898.463
430.730.473
71.380.602
3.817.246
1.451.826.784
1.969.184.548
b.
2007
808.421.931
276.444.790
117.921.167
532.139.416
165.029.125
32.140.975
(281.153.376)
(10.870.249)
921.634.512
718.439.267
c.
2008
Unamortized balance of the nonvested past service costs
Net cumulative unrecognized
actuarial loss
Estimated liability for employee
benefits
Current service costs
Interest costs
Amortization of past service costs
Recognized actuarial loss (gain)
Net employee benefits
expense
Movements in the estimated liability for
employee benefits:
2007
Saldo pada awal tahun
Penyisihan
Pembayaran
2.810.481.715
1.451.826.784
(333.322.842)
1.969.184.548
921.634.512
(80.337.345)
1.604.435.799
718.439.267
(353.690.518)
Saldo pada akhir tahun
3.928.985.657
2.810.481.715
1.969.184.548
Asumsi-asumsi utama yang digunakan dalam
menghitung kewajiban imbalan kerja pada tanggal
31 Desember 2009, 2008 dan 2007 adalah
sebagai berikut:
Present value of defined benefit
obligation
Details of net employee benefits expense:
2008
Perubahan taksiran kewajiban imbalan kerja
adalah:
2009
EMPLOYEE
2007
4.016.521.310
2009
FOR
a. Details of estimated liability for employee
benefits:
2008
Nilai kini dari kewajiban
imbalan kerja
5.848.049.862
Saldo yang belum diamortisasi
dari biaya jasa lalu yang
belum menjadi hak karyawan (453.517.729)
Akumulasi kerugian aktuarial
bersih yang belum diakui
(1.465.546.476)
Taksiran kewajiban
imbalan kerja
13. ESTIMATED
LIABILITY
BENEFITS (continued)
KERJA
Balance at beginning of year
Provision
Payments
Balance at end of year
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
Tingkat diskonto
Tingkat kenaikan gaji
Tabel mortalitas
55 tahun/years
10,5%, 12% dan 10,5% per tahun
masing-masing pada tahun 2009,
2008 dan 2007/10.5%, 12% and
10.5% for 2009, 2008 and 2007,
respectively
8% per tahun/annum
CSO’80
28
Normal retirement age
Discount rate
Salary increment rate
Mortality rate
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
14. CAPITAL STOCK
14. MODAL SAHAM
Pemegang saham dan kepemilikan saham atas
Perusahaan pada tanggal 31 Desember 2009
adalah sebagai berikut:
Pemegang saham
Bonlight Investments Limited,
British Virgin Islands (BIL)
Treasure East Investment
Limited (TEI)
Sojitz Corporation. Japan (Sojitz)
Shikishima Baking Co., Ltd., Japan
(SBC)
Jumlah
Jumlah Saham
Ditempatkan dan
Disetor Penuh/
Number of
Shares Issued
and Fully Paid
The Company’s shareholders and their respective
share ownership as of December 31, 2009 are as
follows:
Persentase
Kepemilikan/
Percentage
of Ownership
Shareholders
34.420.240
40%
34.420.240.000
34.420.240
8.605.060
40
10
34.420.240.000
8.605.060.000
8.605.060
10
8.605.060.000
Bonlight Investments Limited,
British Virgin Islands (BIL)
Treasure East Investment
Limited (TEI)
Sojitz Corporation. Japan (Sojitz)
Shikishima Baking Co., Ltd., Japan
(SBC)
86.050.600.000
Total
86.050.600
100%
The Company’s shareholders and their respective
share ownership as of December 31, 2008 are as
follows:
Pemegang saham dan kepemilikan saham atas
Perusahaan pada tanggal 31 Desember 2008
adalah sebagai berikut:
Pemegang saham
Jumlah/
Amount
Jumlah Saham
Ditempatkan dan
Disetor Penuh/
Number of
Shares Issued
and Fully Paid
Persentase
Kepemilikan/
Percentage
of Ownership
Jumlah/
Amount
Shareholders
Bonlight Investments Limited,
British Virgin Islands
Sojitz Corporation. Japan
Shikishima Baking Co., Ltd., Japan
68.840.480
8.605.060
8.605.060
80%
10
10
68.840.480.000
8.605.060.000
8.605.060.000
Bonlight Investments Limited,
British Virgin Islands
Sojitz Corporation. Japan
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:
Pemegang saham
Jumlah Saham
Ditempatkan dan
Disetor Penuh/
Number of
Shares Issued
and Fully Paid
The Company’s shareholders and their respective
share ownership as of December 31, 2007 are as
follows:
Persentase
Kepemilikan/
Percentage
of Ownership
Jumlah/
Amount
Shareholders
Bonlight Investments Limited,
British Virgin Islands
Sojitz Corporation. Japan
Shikishima Baking Co., Ltd., Japan
251.200
31.400
31.400
80%
10
10
13.878.800.000
1.734.850.000
1.734.850.000
Bonlight Investments Limited,
British Virgin Islands
Sojitz Corporation. Japan
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.
29
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
14. CAPITAL STOCK (continued)
14. MODAL SAHAM (lanjutan)
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.01.1003769 dan telah didaftar dalam Daftar Perseroan
No. AHU-0011453.AH.01.09.Tahun 2010 tanggal
12 Februari 2010.
This change of the Company’s shareholder has
been recorded in the database of the
Administration System of Law and Human
Rights Department based on letter No. AHUAH.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.
In February and June 2009, the Company’s
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:
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:
-
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.
-
-
Mengubah
anggaran
dasar
untuk
menyesuaikan dengan Undang-undang No. 40
tahun 2007 tentang Perseroan Terbatas.
-
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.
Amend the articles of association to comply
with Law No. 40 Year 2007 on Limited Liability
Companies.
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. AHU65556.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).
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).
15. ADDITIONAL PAID-IN CAPITAL
15. AGIO SAHAM
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 Company’s 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 paidin capital was converted to issued share capital
(Note 14).
30
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
16. ADVANCES
FOR
SUBSCRIPTION
16. UANG MUKA PEMESANAN SAHAM
FUTURE
STOCK
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
Company’s convertible bonds amounting to
Rp22,928,750,000 were converted to the
Company’s 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. SEGMENT INFORMATION
17. INFORMASI SEGMEN
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
Company’s 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:
Cikarang
Pasuruan
Jumlah Segmen/
Segment Total
2009
2009
Penjualan bersih
366.526.979.603
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
60.198.347.765
4.419.528.948
1.300.760.311
28.096.847.567
1.097.184.412
27.579.169
88.295.195.332
5.516.713.360
1.328.339.480
50.666.663
(9.165.308.980)
(3.190.460.970)
50.666.663
(12.355.769.950)
(1.720.049.530)
(392.564.523)
-
(212.246.399)
(19.103.231)
-
(1.932.295.929)
(411.667.754)
(23.376.323.070)
Hasil segmen
Laba usaha
Penjualan barang usang
Penghasilan bunga
Laba penjualan
aset tetap - bersih
Beban bunga
Rugi selisih
kurs - bersih
Lain-lain - bersih
Beban pajak penghasilan
119.392.857.745 485.919.837.348
Laba bersih
57.114.858.132
31
Net sales
Segment results
Income from operations
Sales of scrap
Interest income
Gain on sale of fixed
assets - net
Interest expense
Loss on foreign
exchange - net
Others - net
Income tax expense
Net income
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
17. SEGMENT INFORMATION (continued)
17. INFORMASI SEGMEN (lanjutan)
Aset dan Kewajiban
Aset segmen
Aset yang tidak dapat dialokasikan
Eliminasi Aset antar segmen
Aset - bersih
Cikarang
Pasuruan
Jumlah Segmen/
Segment Total
262.146.489.159
-
84.513.301.348
-
346.659.790.507
1.040.136.511
1.416.268.720
(2.138.522.503)
(722.253.783)
Assets and Liabilities
Segment assets
Unallocated assets
Inter-segment assets
elimination
263.562.757.879
82.374.778.845
346.977.673.235
Assets - net
Kewajiban segmen
120.532.745.904
Kewajiban yang tidak dapat dialokasikan
-
38.064.131.141
-
158.596.877.045
21.263.037.278
Segment liabilities
Unallocated liabilities
Inter-segment liabilities
elimination
Eliminasi kewajiban antar segmen
(5.133.449.294)
4.411.195.511
(722.253.783)
Kewajiban - bersih
115.399.296.610
42.475.326.652
179.137.660.540
Liabilities - net
Pengeluaran modal
Penyusutan
12.125.669.774
12.035.604.115
8.685.276.449
4.528.837.577
20.810.946.223
16.564.441.692
Capital expenditure
Depreciation
2008
2008
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
78.240.415.482
21.285.995.967
99.526.411.449
Operating expenses
47.504.712.538
3.253.108.660
641.481.656
(1.032.774.183)
14.162.259.051
727.810.465
19.338.144
(4.235.161.807)
61.666.971.589
3.980.919.125
660.819.800
(5.267.935.990)
Beban usaha
Hasil segmen
Laba usaha
Penjualan barang usang
Penghasilan bunga
Beban bunga
Laba (rugi) selisih
kurs - bersih
Laba (rugi) penjualan
aset tetap - bersih
Lain-lain - bersih
Beban pajak penghasilan
(414.330.046)
393.694
(23.279.584)
(173.199.542)
-
1.800.000
(7.146.876)
-
Laba bersih
Aset dan Kewajiban
Aset segmen
Aset yang tidak dapat dialokasikan
Eliminasi Aset antar segmen
Aset - bersih
(413.936.352)
(21.479.584)
(180.346.418)
(18.013.019.739)
42.411.992.431
246.061.782.126
-
69.217.969.606
-
315.279.751.732
43.273.780
-
(6.710.230.660)
(6.710.230.660)
Segment results
Income from operations
Sales of scrap
Interest income
Interest expense
Gain (loss) on foreign
exchange - net
Gain (loss) on sale of fixed
assets - net
Others - net
Income tax expense
Net income
Assets and Liabilities
Segment assets
Unallocated assets
Inter-segment assets
elimination
239.351.551.466
69.217.969.606
308.612.794.852
Assets - net
Kewajiban segmen
112.045.779.565
Kewajiban yang tidak dapat dialokasikan
-
53.117.333.277
-
165.163.112.842
19.434.758.107
Eliminasi kewajiban antar segmen
(6.710.230.660)
Segment liabilities
Unallocated liabilities
Inter-segment liabilities
elimination
-
(6.710.230.660)
Kewajiban - bersih
112.045.779.565
46.407.102.617
177.887.640.289
Liabilities - net
Pengeluaran modal
Penyusutan
170.137.798.523
6.531.815.352
796.074.815
4.209.269.030
170.933.873.339
10.741.084.381
Capital expenditure
Depreciation
32
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
17. SEGMENT INFORMATION (continued)
17. INFORMASI SEGMEN (lanjutan)
Jumlah Segemen/
Segment Total
Cikarang
Pasuruan
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
28.092.774.452
2.266.992.027
145.942.439
1.866.056.360
607.591.314
24.080.560
29.958.830.812
2.874.583.341
170.022.999
16.013.001
(2.188.818.491)
(4.551.709.915)
(74.365.792)
(69.244.638)
-
77.272.727
(13,414,442)
-
2007
2007
Penjualan bersih
Hasil segmen
Laba usaha
Penjualan barang usang
Penghasilan bunga
Laba selisih
kurs - bersih
Beban bunga
Laba (rugi) penjualan
aset tetap - bersih
Lain-lain - bersih
Beban pajak penghasilan
Laba bersih
Segment results
Income from operations
Sales of scrap
Interest income
Gain on foreign
16.013.001
exchange - net
(6.740.528.406)
Interest expense
Gain (loss) on sale of fixed
2.906.935
assets - net
(82.659.080)
Others - net
(8.420.719.958)
Income tax expense
17.778.449.644
67.076.736.342
-
183.241.085.792
688.603.092
-
(14.462.060.379)
Assets and Liabilities
Segment assets
Unallocated assets
Inter-segment assets
elimination
101.702.289.071
67.076.736.342
169.467.628.505
Assets - net
22.724.757.047
-
62.383.127.506
-
85.107.884.553
10.508.642.199
(14.462.060.379)
(14.462.060.379)
Segment liabilities
Unallocated liabilities
Inter-segment liabilities
elimination
Aset dan Kewajiban
Aset segmen
Aset yang tidak dapat dialokasikan
116.164.349.450
-
Eliminasi Aset antar segmen
(14.462.060.379)
Aset - bersih
Kewajiban segmen
Kewajiban yang tidak dapat dialokasikan
Net income
Eliminasi kewajiban antar segmen
-
Kewajiban - bersih
22.724.757.047
47.921.067.127
81.154.466.373
Liabilities - net
Pengeluaran modal
Penyusutan
26.062.081.423
5.546.663.933
973.083.511
4.118.030.742
27.035.164.934
9.664.694.675
Capital expenditure
Depreciation
18. NET SALES
18. PENJUALAN BERSIH
Akun ini terdiri dari
The account consists of the following:
2009
2008
2007
Roti Manis Sari Roti
Roti Tawar Sari Roti
Roti Manis Boti
Roti Tawar Boti
Kue Sari
Lain-lain
287.325.710.394
230.932.153.010
8.526.952.282
4.964.549.603
2.614.182.561
1.863.093.775
210.063.147.987
193.724.692.317
10.290.876.629
5.018.830.487
2.725.549.639
673.125.300
129.633.323.276
133.096.629.965
9.888.165.553
4.387.036.388
426.724.532
Sub-jumlah
Pengembalian penjualan
536.226.641.625
(50.306.804.277)
422.496.222.359
(38.943.120.531)
277.431.879.714
(26.919.225.852)
Penjualan Bersih
485.919.837.348
383.553.101.828
250.512.653.862
33
Sweet Bread Sari Roti
White Bread Sari Roti
Sweet Bread Boti
White Bread Boti
Sari Cake
Others
Sub-total
Sales returns
Net Sales
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
18. NET SALES (continued)
18. PENJUALAN BERSIH (lanjutan)
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/
Percentage to
Total Net Sales
Jumlah/
Total
2009
PT Indomarco
Prismatama
PT Sumber Alfaria
Trijaya Tbk
Jumlah
2008
2007
2009 (%)
2008 (%) 2007 (%)
139.774.662.209
93.845.086.235
59.249.329.320
28,76
24,47
23,65
94.247.486.981
81.234.557.742
49.220.330.739
19,40
21,18
19,65
PT Indomarco
Prismatama
PT Sumber Alfaria
Trijaya Tbk
234.022.149.190
175.079.643.977
108.469.660.059
48,16
45,65
43,30
Total
19. COST OF GOODS SOLD
19. BEBAN POKOK PENJUALAN
Akun ini terdiri dari:
This account consists of the following:
2009
Bahan baku dan kemasan
yang digunakan
Upah langsung
2008
2007
201.686.204.466
176.631.656.914
110.516.686.195
Raw materials and packaging
materials used
11.161.580.015
9.089.769.433
6.688.035.490
Direct labor
8.275.701.545
8.156.711.777
6.453.404.581
4.803.866.908
4.986.190.324
Manufacturing overhead
7.690.283.142
Depreciation
6.365.741.013
Utilities
4.602.636.355
Professional fees
4.814.945.705
Repairs and maintenance
3.256.670.507 Royalty fees (Notes 21a and 22a)
4.112.613.201
1.841.391.039
Biaya pabrikasi
Penyusutan
13.663.011.666
Utilitas
11.190.046.853
Jasa profesional
8.246.652.964
Perbaikan dan pemeliharaan
7.124.135.645
Royalti (Catatan 21a dan 22a) 6.316.957.888
Lain-lain (masing-masing
di bawah Rp1 milyar)
4.483.090.111
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
Saldo awal tahun
Saldo akhir tahun
Beban Pokok Penjualan
443.891.662
(494.349.050)
263.821.222.220
293.695.769
(443.891.662)
222.359.718.790
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.
177.443.598
(293.695.769)
145.660.137.275
Finished Goods Inventory
Balance at beginning of year
Balance at end of year
Cost of Goods Sold
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.
34
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
20. OPERATING EXPENSES
20. BEBAN USAHA
Akun ini terdiri dari:
This account consists of the following:
2009
2008
2007
Biaya Penjualan
Iklan dan promosi
Perjalanan dinas dan
transportasi
Persediaan kadaluarsa/cacat
Jasa distribusi (Catatan 22b)
Gaji, tunjangan dan
kesejahteraan karyawan
Jasa profesional
Keranjang dan troli
Sewa
Penyusutan
Utilitas
Pencetakan dan fotokopi
Lain-lain (masing-masing
dibawah Rp500 juta)
Sub-jumlah
Selling
39.336.547.199
24.932.792.671
18.074.038.734
Advertising and promotion
27.437.050.299
26.352.491.530
5.009.935.614
22.181.394.298
21.303.573.088
3.546.898.599
17.956.279.044
13.615.093.497
2.765.360.775
Travel and transportation
Expired/defective inventory
Distribution fees (Note 22b)
4.450.959.350
2.745.535.199
2.176.566.061
1.650.448.095
1.575.376.504
845.486.887
790.162.490
3.671.753.642
1.795.305.483
1.282.073.925
1.416.990.083
1.395.035.293
667.257.167
557.259.867
3.269.609.670
1.376.311.143
947.239.366
1.133.450.297
1.177.635.531
600.196.376
435.577.932
Salaries and employee benefits
Professional fees
Crates and trolleys
Rental
Depreciation
Utilities
Printing and photocopying
697.498.745
610.039.647
839.417.898
Others (below Rp500 million each)
113.068.057.973
83.360.373.763
62.190.210.263
Sub-total
Umum dan Administrasi
Gaji, tunjangan dan
kesejahteraan karyawan
Jasa profesional
Penyusutan
Perbaikan dan pemeliharaan
Sewa
Utilitas
Perjalanan dinas dan
transportasi
Pajak dan perizinan
Lain-lain (masing-masing
di bawah Rp500 juta)
Sub-jumlah
Jumlah
General and Administrative
11.644.601.108
1.397.601.194
1.326.053.522
1.321.898.158
1.292.013.926
1.267.537.653
8.581.494.577
997.047.816
1.070.347.543
1.036.950.100
931.521.085
1.120.022.963
6.689.706.645
944.144.267
796.776.002
656.372.639
707.782.233
1.023.292.224
Salaries and employee benefits
Professional fees
Depreciation
Repairs and maintenance
Rental
Utilities
828.030.659
484.107.738
661.268.898
715.399.752
650.162.279
240.597.817
1.173.517.865
1.051.984.952
994.641.406
Travel and transportation
Taxes and licenses
Others (below
Rp500 million each)
20.735.361.823
16.166.037.686
12.703.475.512
Sub-total
133.803.419.796
99.526.411.449
74.893.685.775
Total
21. RELATED
PARTY
BALANCES
21. TRANSAKSI DAN SALDO DENGAN PIHAKPIHAK
YANG
MEMPUNYAI
HUBUNGAN
ISTIMEWA
a.
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).
35
TRANSACTIONS
AND
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
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
21. RELATED
PARTY
TRANSACTIONS
BALANCES (continued)
21. TRANSAKSI DAN SALDO DENGAN PIHAKPIHAK
YANG
MEMPUNYAI
HUBUNGAN
ISTIMEWA (lanjutan)
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.
AND
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. SIGNIFICANT AGREEMENTS
22. PERJANJIAN-PERJANJIAN PENTING
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 Company’s products in IP’s
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
Company’s 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 Company’s
products in identified areas in Java, Madura,
Bali and Lampung. These Agent Agreements
are valid until December 31, 2010.
36
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
22. SIGNIFICANT AGREEMENTS (continued)
22. PERJANJIAN-PERJANJIAN PENTING (lanjutan)
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.
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 masingmasing
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 masingmasing
sebesar
Rp137.027.734.967,
Rp117.587.761.000 dan Rp85.408.583.000.
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 Company’s products.
These
agreements
are
valid
until
December 31, 2010. In 2009, 2008 and 2007,
transportation expense incurred from these
transporter companies related to the abovementioned 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).
37
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
22. SIGNIFICANT AGREEMENTS (continued)
22. PERJANJIAN-PERJANJIAN PENTING (lanjutan)
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 mesinmesin 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.
23. EARNINGS PER SHARE
23. LABA PER SAHAM
Tabel berikut ini menyajikan perhitungan laba per
saham:
2009
Penyebut - jumlah rata-rata
tertimbang saham beredar
sepanjang tahun setelah
menyesuaikan konversi
agio saham dan
mempertimbangkan penurunan
nilai nominal saham pada
tahun 2007 dan penyesuaian
atas obligasi konversi
pada tahun 2008
Pengaruh dilusi dari obligasi
yang dapat dikonversi
dan/atau uang muka
pemesanan saham
The following table sets forth the computation of
earnings per share:
2008
Pembilang untuk laba per saham
dasar - laba bersih
57.114.858.132
Pengaruh dilusi dari obligasi
konversi
Pembilang untuk laba per
saham dilusian
In relation to the Company’s 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.
57.114.858.132
86.050.600
2007
42.411.992.431
17.778.449.644
Numerator for basic earnings
per share - net income
-
1.369.218.575
Dilutive effect of convertible bonds
42.411.992.431
19.147.668.219
Numerator for diluted earnings
per share
47.122.227
Denominator - weighted-average
number of shares outstanding
during the year after
adjusting for conversions of
additional paid-in capital
and considering the decrease
in par value of shares in 2007,
and adjusting for conversions
of convertible bonds in 2008
78.050.789
-
7.999.811
38.928.373
Dilutive effect of convertible
bonds and/or advances for
future stock subscription
86.050.600
86.050.600
86.050.600
Denominator for diluted
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
Penyebut untuk laba
per saham dilusian
38
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
DALAM
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:
24. ASET DAN KEWAJIBAN MONETER
MATA UANG ASING
Nilai Setara Rupiah yang Dijabarkan
Menggunakan Kurs Tengah/
Rupiah Equivalents Converted Using
Middle Exchange Rates as of
Penjelasan/Description
Aset moneter/Monetary assets:
Kas dan setara kas/
Cash and cash equivalents
Deposito berjangka yang dibatasi
penggunaannya/ Restricted time deposit
Mata Uang Asing/
Foreign Currency
EUR
AU$
JPY
JPY
3 Mei 2010/
May 3, 2010
303.194
50.882
4.096.061.769
429.028.862
3.621.349.136
425.271.756
(474.712.633 )
(3.757.106 )
128.000.000
13.018.150.400
12.288.000.000
(730.150.400 )
17.543.241.031
16.334.620.892
(1.208.620.139 )
1.245.825.000
1.176.000.000
16.297.416.031
15.158.620.892
Sub-jumlah/Sub-total
Kewajiban moneter/Monetary liability:
Hutang lain-lain - pihak ketiga/
Other payables - third parties
31 Desember 2009/
December 31, 2009
Potensi
Selisih Laba
(Rugi) Kurs/
Potential
Foreign Exchange
Gain/(Loss)
12.250.000
Aset Bersih/Net Assets
Bersih/Net
69.825.000
(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.
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.
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 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.
39
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
25. REVISED
STATEMENTS
ACCOUNTING STANDARDS
25. REVISI PSAK
Berikut ini ikhtisar revisi PSAK yang telah
diterbitkan oleh Ikatan Akuntan Indonesia namun
belum efektif pada tahun 2009:
OF
FINANCIAL
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 (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.
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 entity’s
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.
40
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
STATEMENTS
OF
FINANCIAL
25. REVISED
ACCOUNTING STANDARDS (continued)
25. REVISI PSAK (lanjutan)
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 dasardasar 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.
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 (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.
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
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 (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.
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.
41
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
STATEMENTS
OF
FINANCIAL
25. REVISED
ACCOUNTING STANDARDS (continued)
25. REVISI PSAK (lanjutan)
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.
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 (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.
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.
The Company is currently evaluating and has not
determined the effects of the above-mentioned
revised PSAKs on the financial statements.
Perusahaan sedang mengevaluasi dampak dari
revisi PSAK tersebut di atas dan belum
menentukan
dampaknya
terhadap
laporan
keuangan.
26. PERISTIWA SETELAH TANGGAL NERACA
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.
26. SUBSEQUENT EVENTS
42
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 Company’s status from
a private company to a public company
b. The change of par value of the
Company’s 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 Company’s
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
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
26.
PERISTIWA
(lanjutan)
d.
SETELAH
TANGGAL
26. SUBSEQUENT EVENTS (continued)
NERACA
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:.
Dewan Komisaris
Presiden Komisaris
Komisaris
Komisaris (Independen)
Direksi
President Direktur
Direktur
Direktur
Direktur
Direktur
Direktur (Tidak Terafiliasi)
Benny Setiawan Santoso
Tan Hang Huat
Seah Kheng Hong Conrad
Wendy Sui Cheng Yap
Indrayana
Kaneyoshi Morita
Takao Okabe
Yenni Husodo
Chin Yuen Loke
Based on the Company’s 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 Company’s
Boards of Commissioners and Directors to
become as follows:
Board of Commissioners
President Commissioner
Commissioner
Commissioner (Independent)
Board of Directors
President Director
Director
Director
Director
Director
Director (Not Affiliated)
This change has been recorded in the database of
the Administration System of Law and Human
Rights Department based on letter No. AHUAH.01.10-09844 and registered in Company List
No. AHU-0030660.AH.01.09.Tahun 2010 dated
April 23, 2010.
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.
27. ECONOMIC ENVIRONMENT
27. KONDISI EKONOMI
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.
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.
43
The original financial statements included herein are in Indonesian
language.
PT NIPPON INDOSARI CORPINDO
NOTES TO THE FINANCIAL STATEMENTS
Years Ended
December 31, 2009, 2008 and 2007
(Expressed in rupiah, unless otherwise stated)
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)
28. RECLASSIFICATION OF ACCOUNTS
28. AKUN REKLASIFIKASI
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:
Dilaporkan sebelumnya/
As previously reported
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:
Diklasifikasikan ke akun/
As reclassified
2008
2007
2.978.721.497
2.436.335.202
298.724.408
-
4.986.190.324
3.256.670.507
Neraca/Balance sheets:
Kewajiban lancar - Uang muka
pelanggan/Current liabilities Customers’ deposits
Kewajiban tidak lancar - Uang
pelanggan/Non-current liabilities
- Customers’ deposits
Kewajiban lancar - Uang muka
pelanggan/Current liabilities Customers’ deposits
Hutang lain-lain/Other payables
Laporan laba rugi/Statements
of income:
Biaya penjualan - Royalti/
Selling expense - Royalty fees
Beban pokok penjualan - Royalti/
Cost of goods sold - Royalty fees
29. REISSUANCE
STATEMENTS
29. PENERBITAN KEMBALI LAPORAN KEUANGAN
OF
THE
FINANCIAL
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
Company’s 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.
Perusahaan sebelumnya telah menerbitkan laporan
keuangan untuk tahun yang berakhir pada tanggaltanggal 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.
30. COMPLETION
STATEMENTS
30. PENYELESAIAN LAPORAN KEUANGAN
OF
THE
FINANCIAL
The management of the Company is responsible
for the preparation of the financial statements that
were completed on May 3, 2010.
Manajemen Perusahaan bertanggung jawab dalam
menyusun laporan keuangan yang diselesaikan
pada tanggal 3 Mei 2010.
44
XVII. APPRAISAL REPORT
67
XVIII. ARTICLES OF ASSOCIATION
The Company’s 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 Company’s 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 Company’s 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 Company’s 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.
68
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 Company’s 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 Company’s 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 Company’s 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:
69
i.
ii.
the Company has received money or tangible or intangible assets that can be valued;
parties issuing guarantee for loans obtained by the Company have fully repaid the Company’s loans in
the amount of the guarantee; or
iii. the Company is a guarantor of a third party’s 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 Company’s 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 Company’s 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;
70
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.
1.
2.
3.
4.
5.
6.
1.
2.
3.
4.
5.
23.
SHARES
Article 5
All and each of the Company’s shares are registered shares.
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.
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.
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.
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 Company’s shares are listed.
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
If the Company’s 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.
If the Company’s 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.
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.
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.
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.
The provision set out in paragraph 5 of this Article shall apply mutatis mutandis for printing and signing of equitylike 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
71
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 Company’s Board
of Directors; and
d. The plan to issue such replacement has been notified to the stock exchange where the Company’s 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.
1.
2.
3.
4.
5.
6.
7.
8.
9.
SHAREHOLDER REGISTER AND SPECIAL REGISTER
Article 8
The Board of Directors shall maintain register of securities account holders, Shareholder Register and Special
Register at its domicile.
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.
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.
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.
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.
The Board of Directors shall make the register of securities account holders, Shareholder Register and Special
Register available in the Company’s 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 Company’s office hours.
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.
Registration of more than one party for one share or transfer of one share to more than one party is not allowed.
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 Company’s 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 Company’s shares are listed.
72
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
73
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 Company’s shares are listed.
1.
2.
3.
4.
5.
6.
TRANSFER OF SHARES
Article 10
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 Company’s 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 Company’s
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 Company’s shares are listed.
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.
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.
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 Company’s shares are listed.
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 Company’s 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 Company’s Shareholder Register, without prejudice
to the provisions of the Capital Market Law and the regulations of the stock exchange where the Company’s
shares are listed.
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 Company’s shares
are listed.
GENERAL SHAREHOLDERS’ MEETING
Article 11
1. The Company’s 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.
74
1.
2.
3.
4.
5.
ANNUAL GSM
Article 12
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.
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 Company’s business activities;
iii. report on implementation of social and environmental responsibilities;
iv. details of any issues arising during the fiscal year that affected the Company’s 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 Company’s 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.
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.
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.
GSM as referred to in paragraph 4 of this Article shall follow the provisions of Articles 75, 76 and 82 of the
Company Law.
75
1.
2.
3.
4.
EXTRAORDINARY GSM
Article 13
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.
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.
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.
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 Company’s 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 Company’s 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.
76
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 Company’s 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 ½ 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 ½ 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 ½ 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
77
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 ½ 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 Company’s name and/or domicile,
purpose and objective, period of establishment, amount of authorized capital, reduction of issued and paidup capital and/or the Company’s 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 Company’s 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 Company’s 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 Company’s assets or pledge as guarantee the
Company’s assets representing more than 50% of the Company’s 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 Company’s 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 Company’s 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.
78
5.
6.
7.
8.
9.
10.
1.
2.
3.
4.
5.
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.
Shareholders with rights to attend a GSM are those who are registered in the securities account holders list or
the Company’s 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 Company’s shares are listed. Shareholders
may be represented by other shareholders or third parties with a valid power of attorney.
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.
In a GSM, each share shall give the right to its holder to issue one vote.
Members of the Board of Directors and Board of Commissioners and/or the Company’s employees may act as
power of attorney in a GSM, however their votes will not be counted in voting.
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.
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
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.
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.
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.
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.
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.
79
6.
7.
8.
9.
10.
1.
2.
3.
4.
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.
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.
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.
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.
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.
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
The Board of Directors manages the Company for the interest of the Company and in accordance with the
Company’s purpose and objective.
Each member of the Board of Directors shall perform its duties for the interest of the Company and in
accordance with the Company’s purpose and objective with good faith, prudence, responsibly and based on the
provisions of the laws.
(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.
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 Company’s assets as collateral and over the
period set by the meeting of the Board of Commissioners;
80
ii.
5.
6.
7.
8.
9.
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 Company’s 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.
The implementation of the provisions of paragraph 4 of this Article shall be done subject to the provisions of the
Capital Market Law.
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.
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.
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.
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.
81
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
Company’s 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 Company’s domicile or main place of business or where
the stock exchange where the Company’s 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 ½ 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 ½ 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.
82
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.
1.
2.
3.
4.
5.
6.
7.
8.
THE BOARD OF COMMISSIONERS
Article 20
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.
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.
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.
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.
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.
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.
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.
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
83
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.
1.
2.
3.
4.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 21
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 Company’s buildings, offices, yards
and other places during the Company’s office hours and have the right to examine books and documents as well
as the Company’s assets. Members of the Board of Directors shall provide all explanations relating to the
Company as requested by the Board of Commissioners.
Each member of the Board of Commissioners shall perform its duties for the interest of the Company and in
accordance with the Company’s purpose and objective with good faith, prudence, responsibly and based on the
provisions of the laws.
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.
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.
84
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 Company’s 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 Company’s domicile or main place of business or
where the stock exchange where the Company’s 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 ½ 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 ½ 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.
85
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.
1.
2.
3.
4.
5.
6.
7.
BUSINESS PLAN, FISCAL YEAR AND ANNUAL REPORT
Article 23
The Board of Directors shall prepare and implement an annual business plan.
The annual business plan shall include the Company’s annual budget that shall be submitted to the Board of
Commissioners for approval prior to the start of fiscal year.
The business plan referred to in paragraph 2 of this Article shall be submitted prior to the start of the following
fiscal year.
The Company’s fiscal year begins on January 1 and ends on December 31 of the same year. At the end of each
December, the Company’s books are closed.
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 Company’s 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.
The Board of Directors shall submit the Company’s financial statements to the public accountant appointed by a
GSM for examination. Report or results of the public accountant’s examination shall be presented in writing to
the annual GSM through the Board of Directors.
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.
86
8. a. The Company shall public the Company’s 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 Company’s 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.
1.
2.
3.
4.
5.
6.
7.
8.
9.
USE OF NET PROFIT AND DISTRIBUTION OF INTERIM DIVIDEND
Article 24
The Company’s 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.
All of the Company’s 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 Company’s 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 Company’s 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.
If the Company’s 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.
If the Company’s 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.
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
Company’s domicile as determined by the Board of Directors.
Dividends can be collected by the shareholders entitled to them within five years by submitting evidence of its
rights over the dividends to the Company’s 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.
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.
The regulations of the stock exchange where the Company’s shares are listed shall apply to shares listed in the
stock exchange.
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 Company’s
loss.
87
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 Company’s 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 Company’s balance sheet and profit and
loss statement.
1.
2.
3.
4.
5.
6.
7.
DISSOLUTION, LIQUIDATION AND TERMINATION OF LEGAL ENTITY STATUS
Article 26
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.
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.
The fees for the liquidator shall be determined by a GSM or a court order.
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
Company’s 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.
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 Company’s 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.
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 Company’s legal entity
status in the State Gazette of the Republic of Indonesia.
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 Company’s Shareholder Register, subject to the provisions of the laws and
regulations of the stock exchange where the Company’s 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.
88
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 Company’s 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.
89
After the Offering and listing of the Company’s 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 KSEI’s 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.
90
Bank and transfer fees relating to the payments shall be borne by the subscribers. All checks and cashier’s 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 cashier’s 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, nonexempted 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
91
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 Company’s 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.
92
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
bróker registered as members of IDX. The Underwriters are as follows:
LEAD UNDERWRITER
PT OSK Nusadana Securities Indonesia
CIMB Niaga Plaza (formerly Plaza Lippo), 14th 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, 16th 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, 20th 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, 15th 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
PT e-Capital Securities
Menara Batavia, 23rd Fl.
Jl. KH. Mas Mansyur Kav. 126
Jakarta 10220
Tel: 62-21 579 30078
Fax: 62-21 579 30079
PT Erdikha Elit Sekuritas
Sucaco Building, 3rd Fl.
Jl. Kebon Sirih Kav. 71
Jakarta 10340
Tel: 62-21 3983 6420
Fax: 62-21 315 2841
PT HD Capital Tbk
Sona Topas Tower, 11th Fl.
Jl. Jend. Sudirman Kav. 26
Jakarta 12920
Telp: 62-21 250 6337
Fax: 62-21 250 6351
PT Kresna Graha Sekurindo Tbk
Indonesia Stock Exchange Building
Tower I, 30th Fl.
Jl. Jend. Sudirman Kav 52-53
Telp: 62-21 515 2889
Fax: 62-21 515 5280
PT Madani Securities
Menara Prima, 25th Fl.
Jl. Lingkar Mega Kuningan Block 62
Jakarta 12950
Tel: 62-21 579 48170
Fax: 62-21 579 48171
PT Makinta Securities
Plaza ASIA, 23rd Fl.
Jl. Jend. Sudirman Kav 59
Jakarta 12190
Tel: 62-21 5140 1133
Fax: 62-21 5140 1599
PT Mega Capital Indonesia
Menara Bank Mega, 2nd Fl.
Jl. Kapten Tendean Kav 12-14 A
Jakarta 12790
Tel: 62-21 7917 5599
Fax: 62-21 7919 3900
93
PT Panin Sekuritas Tbk
Indonesia Stock Exchange Building
Tower II, 17th Fl.
Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190
Tel: 62-21 515 3055
Fax: 62-21 515 3061
PT Phillip Securities Indonesia
ANZ Tower Level 23B
Jl. Jend. Sudirman Kav. 33A
Jakarta 10220
Tel: 62-21 57 900 800
Fax: 62-21 57 900 809
PT Sinarmas Sekuritas
Plaza BII Tower III, 5th Fl.
Jl. MH Thamrin No. 51
Jakarta 10350
Tel: 62-21 392 5550
Fax: 62-21 392 5540
PT Sucorinvest Central Gani
Equity Tower, 31st Fl.
Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190
Tel: 62-21 2996 0999
Fax: 62-21 5797 3938
PT Victoria Sekuritas
Senayan City
Panin Tower, 8th Fl.
Jl. Asia Afrika Lot 19
Jakarta 10270
Tel: 62-21 7278 2310
Fax: 62-21 7278 2280
PT Yulie Sekurindo Tbk
Plaza ASIA, 5th Fl.
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
Tel: 62-21 5140 2180
Fax: 62-21 5140 2182
94