the information in this preliminary offering memorandum … sidomuncul 2013.pdf · this preliminary...
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Subject to CompletionPreliminary Offering Memorandum dated November 21, 2013
Offer of up to 1,500,000,000Common Shares of Par Value Rp100 Each
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk, a company incorporated under the laws of the Republic of Indonesia (the “Company”), is offering up to 1,500,000,000 (one billion five hundred million) common shares with a nominal value of Rp100 (one hundred Rupiah) per share (the “Shares”), representing 10% (ten percent) of the Company’s total issued and paid up capital following completion of the Offer (as defined below). The Shares are being offered and distributed through PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas (each a “Joint Lead Underwriter” and together the “Joint Lead Underwriters”). The Shares are being offered in a public offer (including an offering to Indonesian institutions and other investors) solely in Indonesia (the “Indonesian Offer”), and in a global offering to institutional investors (the “Institutional Offer”) being conducted outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Indonesian Offer and the Institutional Offer are collectively referred to as the “Offer”.
The Offering Memorandum (as defined below) for the Institutional Offer consists of (1) this international offering memorandum, (2) the Indonesian Prospectus dated November 18, 2013 that has been prepared for the Indonesian Offer (the “Indonesian Prospectus”) and (3) the English translation of the Indonesian Prospectus (the “English Prospectus”), all of which should be read together prior to making an investment decision to acquire the Shares. This international offering memorandum, the Indonesian Prospectus and the English Prospectus are referred to collectively as this “Offering Memorandum”. This Offering Memorandum is being made available with respect to the Institutional Offer only. Prospective investors must accept that (i) in the event of inconsistency between the Indonesian Prospectus and the English Prospectus, the Indonesian Prospectus will prevail, and (ii) the Joint Lead Underwriters are not responsible for the accuracy of the translation of the Indonesian Prospectus to the English Prospectus (upon which certain parts of this international offering memorandum are based). All of the Company’s financial information contained in this Offering Memorandum is presented in Indonesian Rupiah and according to accounting principles generally applied in Indonesia.
This Offering Memorandum may only be distributed outside Indonesia to persons who are neither citizens of Indonesia (wherever located) nor residents of Indonesia.
The Offer is our initial public offering, and prior to the Offer there has been no public market for the Shares. On July 24, 2013, we obtained the preliminary approval for our Shares to be listed on the Indonesia Stock Exchange (“IDX”). Our Shares are expected to begin trading on IDX on December 18, 2013.
For a discussion of certain risks you should consider in connection with an investment in the Shares, see “Additional Risk Factors” in this international offering memorandum and “Business Risks” in Chapter VI of the English Prospectus.
On [●], 2013 the exchange rate between the Indonesian Rupiah and the United States Dollar as reported by Bank Indonesia on its website at www.bi.go.id was US$1.00=Rp[●].
Offer Price: Rp[●] per Share
Each purchaser of the Shares will be deemed to have made certain acknowledgements, representations and agreements with respect to its purchase. For a description of these acknowledgements, representations and agreements and for certain restrictions on transfers, see “Transfer Restrictions” and “Selling Restrictions” in this international offering memorandum.
JOINT LEAD UNDERWRITERS
PT KRESNA GRAHA SEKURINDO TBK PT MANDIRI SEKURITAS
The date of this Offering Memorandum is [●], 2013
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IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON NOT FALLING WITHIN THE CATEGORIES OF PERSONS SET OUT IN SCHEDULES 5, 6 AND 7 OF THE CAPITAL MARKETS AND SERVICES ACT 2007.
NO APPROVAL, AUTHORISATION OR RECOGNITION OF THE SECURITIES COMMISSION OF MALAYSIA HAS BEEN OR WILL BE OBTAINED FOR THE OFFER OR INVITATION IN RESPECT OF THE SHARES ON THE BASIS THAT THE SHARES WILL BE OFFERED OR SOLD EXCLUSIVELY TO PERSONS OUTSIDE MALAYSIA OR IF WITHIN MALAYSIA THEN ONLY BY WAY OF DISTRIBUTION OF THE SHARES, THROUGH A HOLDER OF A CAPITAL MARKETS SERVICES LICENCE CARRYING ON THE BUSINESS OF DEALING IN SECURITIES, TO CERTAIN PERSONS SPECIFIED IN PARAGRAPH 2(G) OF SCHEDULE 5 OF THE CAPITAL MARKETS AND SERVICES ACT 2007 (“CMSA”). THIS OFFERING MEMORANDUM HAS NOT AND WILL NOT BE REGISTERED WITH THE SECURITIES COMMISSION OF MALAYSIA ON THE BASIS THAT THE SHARES WILL NOT BE OFFERED OR SOLD WITHIN MALAYSIA OTHER THAN TO CERTAIN PERSONS SPECIFIED IN SCHEDULES 6 AND 7 OF THE CMSA (“SELECTED QUALIFIED INVESTORS”) AND THIS OFFERING MEMORANDUM IS DEPOSITED WITH THE SECURITIES COMMISSION OF MALAYSIA IN ACCORDANCE WITH THE CMSA. THE SECURITIES COMMISSION OF MALAYSIA SHALL NOT BE LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF US AND ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS OR REPORTS EXPRESSED IN THIS OFFERING MEMORANDUM. SELECTED QUALIFIED INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT PROPOSED HEREIN. THE SOLE PURPOSE OF THIS OFFERING MEMORANDUM IS TO ASSIST A SELECTED QUALIFIED INVESTOR IN DECIDING WHETHER IT WISHES TO PROCEED WITH A FURTHER INVESTIGATION OF THE COMPANY. THE INFORMATION IN THIS OFFERING MEMORANDUM IS PROVIDED AS AT THE DATE OF THIS MEMORANDUM, EACH RECIPIENT OF THIS OFFERING MEMORANDUM ACKNOWLEDGES THAT THE INFORMATION CONTAINED HEREIN SHALL UNDER NO CIRCUMSTANCES BE RELIED ON IN MAKING A DECISION TO SUBSCRIBE FOR THE SHARES. FURTHER, NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE IN OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT LEAD UNDERWRITERS OR ANY ADVISER NAMED IN THIS OFFERING MEMORANDUM OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR OTHER OFFICERS OR REPRESENTATIVES AS TO THE ACCURACY OF COMPLETENESS OF, THIS OFFERING MEMORANDUM OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY EXPRESSLY DISCLAIMED. UNDER NO CIRCUMSTANCES SHALL THIS OFFERING MEMORANDUM CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE SECURITIES AND NOTHING CONTAINED IN THIS OFFERING MEMORANDUM SHALL FORM THE BASIS OF ANY CONTRACT, COMMITMENT OR INVESTMENT DECISION WHATSOEVER. THIS OFFERING MEMORANDUM IS BEING FURNISHED TO THE RECIPIENT ON A STRICTLY PRIVATE AND CONFIDENTIAL BASIS AND SOLELY FOR THE RECIPIENT’S INFORMATION AND MAY NOT BE REPRODUCED, DISCLOSED OR DISTRIBUTED (IN WHOLE OR IN PART) TO ANY OTHER PERSON AT ANY TIME.
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TABLE OF CONTENTS
Enforcement of Civil Liabilities .............................................................................................................. 4
Forward-Looking Statements ............................................................................................................... 4
Summary of the Offer ........................................................................................................................... 6
Additional Rrisk Factors ........................................................................................................................ 7
Securities Underwriting and Plan of Distribution .................................................................................. 11
Transfer Restrictions ............................................................................................................................. 12
Selling Restrictions ............................................................................................................................... 13
The Securities Market of Indonesia ...................................................................................................... 15
Indonesian Foreign Exchange Regulations .......................................................................................... 17
Exchange Rate Information .................................................................................................................. 18
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This Offering Memorandum is being furnished to investors by the Company in connection with an offering exempt from registration under the U.S. Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the Shares as described in this Offering Memorandum. The information contained in this Offering Memorandum has been provided by the Company and other sources identified in this Offering Memorandum. No representation or warranty, express or implied, is made by the Joint Lead Underwriters or any adviser named in this Offering Memorandum or any of their respective affiliates, agents, employees, directors or other officers or representatives as to the accuracy or completeness of such information. Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Joint Lead Underwriters or any such advisers, affiliates, agents, employees, directors or other officers or representatives. Each Joint Lead Underwriter expressly disclaims any and all liability that may be based on such information, errors or omissions in this Offering Memorandum. No person is authorized to give any information or to make any representation in connection with this Offer or sale of the Shares other than as contained in this Offering Memorandum and, if given or made, such information must not be relied on as having been authorized by the Company, the Joint Lead Underwriters or any of their affiliates or representatives. Neither the delivery of this Offering Memorandum nor the offer of the Shares shall, under any circumstances, constitute a representation or create any implication that there has been no change in the matters concerning the Company since the date of this Offering Memorandum or that any information contained in this Offering Memorandum is correct at any time subsequent to the date of this Offering Memorandum. By accepting delivery of this Offering Memorandum, each offeree of the Shares agrees to the foregoing. In making an investment decision, investors must rely on their own examination of this Offering Memorandum, including the merits and risks involved. The contents of this Offering Memorandum are not to be construed as legal, business or tax advice. Each prospective investor should consult its own attorney, business adviser and tax adviser as to legal, business or tax advice. The Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, or the securities commission of any other jurisdiction or regulatory authority (including the Monetary Authority of Singapore or the Securities and Futures Commission of Hong Kong). None of these authorities have passed on or endorsed the merits of the Offer or the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary may be a violation of the laws of the United States and/or any other jurisdiction. This Offering Memorandum is personal to the offeree to whom it has been delivered and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Shares. Receipt and acceptance of this Offering Memorandum shall constitute the agreement of the recipient (1) to maintain the confidentiality of the information contained in this Offering Memorandum and any other information that may be subsequently provided by the Company, any Joint Lead Underwriter or any of their respective representatives, either orally or in writing, (2) that any reproduction or distribution of this Offering Memorandum or of any other information that the Company, any Joint Lead Underwriter or any of their respective representatives may subsequently provide, in whole or in part, or any disclosure of any of the contents hereof or thereof to any other person other than authorized representatives, agents and advisors of the recipient hereof, or any use of such materials for any purpose other than to evaluate an investment decision in the Shares, is strictly prohibited, and (3) if such recipient determines not to proceed with the investigation of an investment in the Shares, or if the Offer is terminated, to return to the Joint Lead Underwriters this Offering Memorandum and any other information that the Company, any Joint Lead Underwriter or any of their representatives may subsequently provide to the recipient. This Offering Memorandum has been prepared for informational purposes relating to the Offer only and upon the express understanding that it will be used only for the purpose set forth above. This Offering Memorandum does not constitute an offer of, or an invitation by, or on behalf of, the Company or the Joint Lead Underwriters to subscribe for, or purchase, any of the Shares and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorized or is unlawful. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the Company’s
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affairs since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The distribution of this Offering Memorandum and the offer and sale of the Shares may be restricted by law in certain jurisdictions. Persons into whose possession this Offering Memorandum or any of the Shares comes must inform themselves about, and observe, any applicable restrictions. For more information, please see “Securities Underwriting and Plan of Distribution,” “Transfer Restrictions” and “Selling Restrictions” in this Offering Memorandum. This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. No person shall purchase any Shares in the Offer unless such person is eligible to acquire the Shares in the Company in accordance with all applicable laws, rules, regulations, guidelines and approvals. Prospective investors will be required to confirm and will be deemed to have represented to the Company, the Joint Lead Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Shares in the Company and will not offer, sell, pledge or transfer the Shares of the Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire the Shares in the Company. The Company, the Joint Lead Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor whether such investor is eligible to acquire the Shares in the Company. Information on the Company or the Joint Lead Underwriters appearing on any website is not part of this Offering Memorandum. This Offering Memorandum has been prepared for informational purposes relating to the Institutional Offer outside Indonesia only and upon the express understanding that it and the attached English Prospectus will be used for only the purpose set forth above. Capitalized terms used in this Offering Memorandum that are not otherwise defined herein shall have the same meaning ascribed to such terms in the attached English Prospectus.
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AVAILABLE INFORMATION The Company will be required to comply with the regulations, including information requirements, of IDX and the Financial Services Authority (Otoritas Jasa Keuangan, or “OJK”), the securities regulator in Indonesia.
ENFORCEMENT OF CIVIL LIABILITIES The Company is established and regulated under the laws of the Republic of Indonesia. All of the Company’s commissioners, directors and executive officers reside in Indonesia. Substantially all the Company’s assets are located within Indonesia. Any disputes arising in connection with the Company will be subject to Indonesian laws and the jurisdiction of Indonesian courts only. As a result, any action arising from disputes in connection with the Company should be taken by investors in Indonesian courts, subject to Indonesian laws. However, should investors disregard the aforementioned, investors are advised that they may not be able to: effect service of process upon the Company outside Indonesia; or
enforce any judgments in courts obtained outside Indonesia, including judgments based upon the
securities laws of other countries, against the Company, the Company and/or any other entity involved in the management of the Company.
Indonesian courts will not enforce any judgment or order obtained outside Indonesia, but a judgment or order from a foreign court may, in the discretion of a court in Indonesia, be admitted as evidence of an obligation in a new proceeding instituted in an Indonesian court, which would consider the issue on the evidence before it. Thus, to the extent investors are entitled to bring legal action against the Company, investors may be limited in their remedies, and recoveries, if any, in any Indonesian proceedings may be limited at the relevant court’s discretion.
FORWARD-LOOKING STATEMENTS
Certain statements in this Offering Memorandum may constitute “forward-looking statements.” Such forward-looking statements are based on the beliefs of the Company’s management as well as assumptions based on information available to the Company. Investors are cautioned not to rely on these forward-looking statements. When used in this Offering Memorandum, the use of words such as “may,” “will,” “would,” “could,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “aim,” “plan,” “forecast” or other similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors (which are discussed in Chapter VI of the English Prospectus and Chapter VI of the Indonesian Prospectus) include, without limitation: risks relating to operating activities, including:
o risk of fluctuations in raw material prices due to forces of nature
o risk of dependence on senior management team
o risk of business competition
o risk of interruptions in the Company’s distribution network and supply chain
o risk of ineffective marketing campaign of the Company’s products
o risk of defects in production machineries and equipment
o risk of defective products and product recalls from the market
o risk of human resources
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o risk of labor strikes
o risk of natural disasters and fire
risks relating to conditions in Indonesia, including:
o risk of changes in government policies or regulations
o risk of fluctuations in Rupiah exchange rate
o risk of social, economic, political and security conditions
risks associated with investment in the Company’s Shares, including:
o risks associated with the relatively limited number of Shares offered in the Offer
o risks associated with fluctuations in market prices of the Shares
o risks associated with the capital markets in Indonesia
o risks associated with holding a non-controlling interest
o risks associated with dilution
o risks associated with the Company’s ability to distribute dividends in the future
o risks of transactions with affiliates and conflicts of interest
Forward-looking statements involve risks, uncertainties and assumptions. If one or more of these risks or uncertainties occur, or if the underlying assumptions prove incorrect, the Company’s actual results may vary materially from the forward-looking statements contained in this Offering Memorandum. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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SUMMARY OF THE OFFER
Issuer: PT Industri Jamu dan Farmasi Sido Muncul Tbk
Shares Offered: Up to 1,500,000,000 Shares, representing 10% of the Company’s total issued and paid up capital following completion of the Offer
Nominal Share Value: Rp100 (one hundred Rupiah)
Offer Price: Rp[ ] per Share
Issue Size: Rp[ ] ([ ] Rupiah)
Dividend Policy: Please see “Dividend Policy” in Chapter XII of the attached English Prospectus
Use of Proceeds: Please see “Use of Proceeds” in Chapter II of the attached English Prospectus
Listing: Prior to the Offer, there has been no market for the Shares. The Shares are to be registered with IDX in accordance with the Preliminary Securities Registration Agreement entered into between the Company and IDX on July 24, 2013. Trading of the Shares is expected to commence on December 18, 2013.
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ADDITIONAL RISK FACTORS Prospective investors should carefully consider, in addition to the other information contained in this Offering Memorandum, including under “Business Risk” in Chapter VI of the English Prospectus and Chapter VI of the Indonesian Prospectus, the following additional risk factors before purchasing any of the Shares. Certain risks not presently known to the Company may also affect the Company’s business operations. In the following risk factors, information relating to the Government of Indonesia and Indonesian macroeconomic data has been extracted from official government publications or other third party sources and has not been independently verified by the Company. Limitations of this Offering Memorandum The English Prospectus contained herein has been prepared by the Company as a courtesy for prospective investors in the Institutional Offer. None of the Joint Lead Underwriters, any dealer or any underwriter makes any representation or warranty as to the accuracy or completeness of the English Prospectus. The English Prospectus is a translation of the Indonesian Prospectus prepared for the Indonesian Offer based on statutory requirements and disclosure practices in Indonesia. Each person receiving this Offering Memorandum acknowledges that disclosure requirements and practices in Indonesia, as in other emerging markets, differ significantly from disclosure requirements and practices in many European countries, the United States and other jurisdictions and accordingly acknowledges that this Offering Memorandum does not provide the level or type of disclosure that a prospective investor may require in connection with its investigation of the Company or when making an investment decision. Risks Relating to Indonesia We are subject to the political, economic, legal and regulatory environment in Indonesia. Substantially all of our operations and assets are located in Indonesia. Our results of operations and financial condition are affected by changes in Indonesian policies, laws and regulations. Investing in Indonesia and companies located in Indonesia involves many risks, including the following: Political instability in Indonesia could adversely affect the economy, which in turn could affect our business, financial condition and results of operations. Since the collapse of the late President Soeharto’s regime in 1998, Indonesia has experienced political changes and, from time to time, instability, as well as general social and civil unrest on several occasions in recent years. For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities both for and against former Presidents Wahid and Megawati and current President Yudhoyono, as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-corruption measures, decentralization and provincial autonomy, potential increases in electricity charges and the US-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally peaceful, some have turned violent. In particular, on several occasions since June 2001, the Government of Indonesia has mandated increases in the prices of certain basic goods, such as fuel, which in turn sparked nationwide demonstrations and strikes. In May 2008, the Government of Indonesia decreased fuel subsidies to the public, which led to public demonstrations. There can be no assurance that future sources of popular discontent will not lead to further political and social instability. Separatist movements and clashes between religious and ethnic groups have resulted in social and civil unrest in certain parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been clashes between supporters of separatist movements and the Indonesian military. In Papua, ongoing activity by separatist rebels has led to violent incidents. In the provinces of Maluku and Central Kalimantan, clashes between religious and ethnic groups have resulted in fatalities and refugees over the past several years. In recent years, the government’s negotiations with these troubled regions has had only limited success, except in the province of Aceh, where an agreement between the Government of Indonesia and Aceh separatists was reached in 2005 and peaceful local elections were held with some former separatists as candidates.
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In 2004, Indonesians directly elected the President, Vice-President and representatives to the Indonesian parliament for the first time. Indonesians have also started directly electing heads and representatives of local and regional governments. In April 2009, elections were held to elect representatives to the Indonesian parliament (including national, regional and local representatives). Indonesian presidential elections, held in July 2009, resulted in the re-election of President Yudhoyono. Although parliamentary and presidential elections proceeded smoothly in 2004 and 2009, political and related social developments in Indonesia have been unpredictable in the past. The next parliamentary and presidential elections will occur in 2014, and President Yudhoyono will not be eligible to stand for reelection, which could lead to further political uncertainty or instability. There can be no assurance that social and civil disturbances will not occur in the future and on a wider scale, or that any such disturbances will not, directly or indirectly, materially and adversely affect our business, financial condition, results of operations and prospects. A slowdown in global or Indonesian economic growth or economic contraction could adversely affect us and our business, financial condition and results of operations. Our performance is significantly dependent on the health of the overall global and Indonesian economy. The economic crisis that affected South East Asia, including Indonesia, from mid-1997 was characterized in Indonesia by, among other effects, currency depreciation, negative economic growth, high interest rates, social unrest and extraordinary political developments. These conditions had a material adverse effect on Indonesian businesses. The economic crisis resulted in the failure of many Indonesian companies to repay their debts when due. Indonesian financial markets and the Indonesian economy are also influenced by economic and market conditions in other countries. The global financial crisis that began in 2008 had a significant impact on certain segments of the Indonesian economy as well as the stability of Indonesian financial markets, as evidenced by the decrease in Indonesia’s real GDP growth rate from 6.3% in 2007 and 6.0% in 2008 to 4.5% in 2009, based on data from BPS. A loss of investor confidence in the financial systems of emerging or other markets may cause increased volatility in Indonesian financial markets which may, in turn, adversely affect the Indonesian economy in general. Any worldwide financial instability could also have a negative impact on the Indonesian economy, which could have an adverse effect on our business, financial condition, results of operations and prospects. There can be no assurance that the recent improvement in economic condition will continue or that adverse economic conditions will not recur. Such developments could have a material adverse effect on our Company and our business, financial condition, results of operations and prospects. Downgrades of credit ratings of Indonesia could adversely affect the Indonesian financial market and our ability to finance operations and grow. In 1997, certain international credit rating agencies, including Moody’s, S&P and Fitch, downgraded Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Government of Indonesia, a large number of Indonesian banks and other companies. Currently, Indonesia’s sovereign foreign currency long-term debt is rated “Baa3” by Moody’s (upgraded from “Ba1” on January 18, 2012), “BB+” by S&P (upgraded from “BB” on April 8, 2011 and affirmed on April 23, 2012) and “BBB-” by Fitch (ungraded from “BB+" on December 15, 2011 and affirmed on November 22, 2012), and its sovereign foreign currency short-term debt is rated “B” by S&P and “F3” by Fitch. Even though the recent trend in Indonesian sovereign ratings has been positive, we cannot assure you that Moody’s, S&P, Fitch or any other international credit rating agency will not downgrade the credit ratings of Indonesia. Any such downgrade could have an adverse impact on liquidity in Indonesian financial markets, the ability of the Government of Indonesia and Indonesian companies, including our Company, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available to us, any of which in turn may have a negative effect on our ability to finance operations and growth.
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Risks Relating to the Shares Indonesian law may not protect shareholders as extensively as that of other jurisdictions. Our corporate affairs are governed by our articles of association, by the laws governing corporations incorporated in Indonesia, Indonesian capital market law and regulations and the rules of IDX and OJK. The rights of our shareholders and the responsibilities of our Board of Commissioners and Board of Directors under Indonesian law may be different from those applicable to a company incorporated in another jurisdiction. Principal shareholders of Indonesian companies do not owe fiduciary duties to minority shareholders, as compared, for example, to controlling shareholders in the United States. Our public shareholders may have more difficulty in protecting their interests in connection with actions taken by members of our Board of Directors or Board of Commissioners or by our principal shareholders than they would as shareholders of a company incorporated in another jurisdiction. Indonesian law may operate differently from the laws of other jurisdictions with regard to the convening of, and the right of shareholders to attend and vote at, general meetings of shareholders of our Company. We are subject to Indonesian law and the continuing listing requirements of IDX. In particular, the convening and conduct of general meetings of our shareholders will continue to be governed by Indonesian law. The procedure and notice periods in relation to the convening of general meetings of shareholders of our Company, as well as the ability of shareholders to attend and vote at such general meetings, may be different from those of jurisdictions outside Indonesia. For instance, the shareholders of our Company who would be entitled to attend and vote at general meetings of shareholders of our Company are, by operation of Indonesian law, those shareholders appearing in our register of shareholders on the market day immediately preceding the day (the “Record Date”) on which the notice of general meeting is issued, regardless of whether such shareholders may have disposed of their shares following the Record Date. In addition, investors who may have acquired their shares after the Record Date (and before the day of the general meeting) would not be entitled to attend and vote at the general meeting. Accordingly, potential investors should note that they may be subject to procedures and rights with regards to general meetings of shareholders of our Company that are different from those to which they may be accustomed in other jurisdictions. We operate in a legal system in which the application of various laws and regulations may be uncertain, and through the purchase of the Shares, holders of our Shares may be exposed to such legal system and may find it difficult or impossible to pursue claims relating to the Shares. As Indonesia is a developing market, its legal and regulatory regime may be less certain than in more developed markets and may be subject to unforeseen changes. At times, the interpretation or application of laws and regulations may be unclear and the content of applicable laws and regulations may not be immediately available to the public. Under such circumstances, consultation with the relevant authority in Indonesia may be necessary to obtain a better understanding or clarification of applicable laws and regulations. Indonesia’s legal system is a civil law system based on written statutes; judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws as well as rules on judicial process were historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some of these laws have not been revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts are often unfamiliar with sophisticated commercial or financial transactions, leading in practice to uncertainty in the interpretation and application of Indonesian legal principles. The application of many Indonesian laws depends, in a large part, upon subjective criteria such as the good faith of the parties to the transaction and principles of public policy, the practical effect of which, absent a binding precedent system, is difficult or impossible to predict.
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Indonesian judges operate in an inquisitorial legal system and have very broad fact-finding powers and a high level of discretion in relation to the manner in which those powers are exercised. As a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion, uncertainty and inconsistency. Furthermore, corruption in the court system in Indonesia has been widely reported in publicly available sources. Indonesian legal principles relating to the rights of shareholders, or their practical implementation by Indonesian courts, differ from those that would apply within the United States or the European Union. Absent a binding precedent system, the rights of shareholders under Indonesian law might not be as clearly evident as in most United States and European Union jurisdictions. In addition, under Indonesian law, companies may have rights and defenses to actions filed by shareholders that these companies would not have in jurisdictions such as the United States and European Union member states. Overseas shareholders may not be able to participate in future rights offerings or certain other equity issues we may make. If we offer or cause to be offered to our shareholders rights to subscribe for additional Shares or any right of any other nature, we will have discretion as to the procedure to be followed in making such rights available to our shareholders or in disposing of such rights for the benefit of our shareholders and making the net proceeds available to such shareholders. To the extent permitted by Indonesian law, we may choose not to offer such rights or other equity issues to those of our shareholders having an address in a jurisdiction where such an offering would require registration or would otherwise be restricted, or we may choose not to permit such shareholders to exercise their rights in this respect. The regulations governing Indonesian securities markets differ from those in other markets, which may cause the market price of our shares to be more volatile. Indonesian securities markets are less liquid and relatively more volatile compared to securities markets in certain other countries. IDX, on which our Shares will be listed, has in the past experienced substantial fluctuations in the prices of listed securities. IDX has experienced some problems which, were they to continue or recur, could affect the market price and liquidity of the securities of Indonesian companies, including our Shares. These problems have included closures of exchanges, broker defaults and strikes, settlement delays, and the bombing of the IDX building. In addition, the governing bodies of Indonesian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. The levels of regulation and monitoring of the Indonesian securities markets and the activities of investors, brokers and other market participants are not the same as in certain other countries. In addition, the ability to sell and settle trades on IDX may be subject to delays. In light of the foregoing, there can be no assurance that a holder of our Shares will be able to dispose of its Shares at the prices or times that would be available to such holder in a more liquid or less volatile market. There may also be less information publicly available about Indonesian companies than is regularly made available by public companies listed on other markets. Any of these factors could adversely affect the trading price of our Shares.
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SECURITIES UNDERWRITING AND PLAN OF DISTRIBUTION The Company entered into a Deed of Underwriting Agreement No. 21 dated October 9, 2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta, (hereinafter is as referred to “Underwriting Agreement”), under which the Joint Lead Underwriters and other underwriters whose names are identified below agreed to offer and sell the Shares offered in the Offer based upon their respective underwriting portion (provided, however that in the event of any discrepancies between the table set forth below and that set out in the Underwriting Agreement, the latter shall prevail) with full commitment and bind themselves to purchase the offered Shares that remain unsold at the close of the Offering Period.
Entity Underwriting Portion Shares Percentage (%)
Joint Lead Underwriters
PT Kresna Graha Sekurindo Tbk [ ] [ ]PT Mandiri Sekuritas
[ ] [ ]
Subtotal [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Subtotal [ ] [ ] TOTAL [ ] 100.00% Please see Chapter XIV “Underwriting” in the English Prospectus. Listing and trading of the Shares on IDX Potential investors must make all necessary arrangements to establish the requisite arrangements in order to be able to trade the Shares on IDX (including opening securities trading accounts with licensed financial intermediaries in Indonesia). Please contact your broker or financial adviser in Indonesia. Registration with the Financial Services Authority
We submitted our application for a Registration Statement of Securities Issuance in relation to the Offer (the “Registration Statement”) to OJK in a letter No. 031/IPO/X/2013 dated October 10, 2013 in according to the Law of the Republic of Indonesia No. 8 Year 1995 concerning Capital Market, which was published in the State Gazette of the Republic of Indonesia No. 64 Year 1995, Supplement to State Gazette No. 3608 and its implementing regulations. The Chairperson of the Financial Services Authority issued a letter No. [ ] on [ ] 2013, declaring the Registration Statement effective.
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Offering Period
The Offering Period is expected to be from December 9, 2013 to December 12, 2013. Listing of the Shares on IDX is expected to commence on December 18, 2013.
TRANSFER RESTRICTIONS Due to the following restrictions, investors are advised to consult with legal counsel prior to making any resale, pledge or transfer of the Shares. The Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act. Each purchaser of the Shares, by accepting delivery of this Offering Memorandum and subscribing for Shares, represents, agrees and acknowledges that: It is authorized to consummate the purchase of the Shares in compliance with all applicable laws
and regulations. It acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has
confirmed to it that such customer acknowledges) that such Shares have not been and will not be registered under the U.S. Securities Act and that, therefore, such Shares cannot be offered, sold or resold except in transactions exempt from registration under the U.S. Securities Act.
It certifies that either (A) it is, or at the time the Shares are purchased will be, the beneficial owner
of the Shares and it is purchasing the Shares in an offshore transaction (within the meaning of Regulation S) or (B) it is a broker-dealer acting on behalf of its customer and its customer has confirmed to it that (i) such customer is, or at the time the Shares are purchased will be, the beneficial owner of the Shares, and (ii) such customer is purchasing the Shares in an offshore transaction (within the meaning of Regulation S).
It is eligible under all applicable laws, rules, regulations, guidelines and approvals, to acquire the
Shares of the Company, and will comply with such laws, rules, regulations, guidelines and approvals in any sale, pledge or transfer of the Shares of the Company.
It acknowledges that the Company, the Joint Lead Underwriters, their affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations or agreements are no longer accurate, it will promptly notify the Company and the Joint Lead Underwriters, and if it is acquiring any Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.
Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions will not be recognized by the Company.
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SELLING RESTRICTIONS
This Offering Memorandum does not constitute an offer, solicitation or invitation to subscribe for and/or purchase the Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. The Shares are being offered and sold outside the United States in an offshore transaction (as defined in Regulation S) in compliance with Regulation S. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, the United States or any other jurisdictions, except that in Indonesia in order to permit the Indonesian Offer and that in Malaysia in order to permit the Institutional Offer in Malaysia. The distribution of this Offering Memorandum and the offering of the Shares in jurisdictions other than Indonesia may be prohibited or restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Offering Memorandum are required by the Company and the Joint Lead Underwriters to inform themselves about, and to observe and comply with, any such prohibitions or restrictions at their own expense and without liability to the Company and the Joint Lead Underwriters. Persons to whom a copy of this Offering Memorandum has been issued shall not circulate to any other person, reproduce or otherwise distribute this Offering Memorandum or any information herein for any purpose whatsoever nor permit or cause the same to occur. Hong Kong This Offering Memorandum has not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this Offering Memorandum has not been, and will not be, registered as a “prospectus” in Hong Kong under the Companies Ordinance (Cap 32) (“CO”) nor has it been authorized by the Securities and Futures Commission (“SFC”) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) (“SFO”). Recipients are advised to exercise caution in relation to the Offer. If recipients are in any doubt about any of the contents of this Offering Memorandum, they should obtain independent professional advice. This Offering Memorandum does not constitute an offer or invitation to the public in Hong Kong to acquire any Shares nor an advertisement of the Shares in Hong Kong. This Offering Memorandum must not be issued, circulated or distributed in Hong Kong other than:
to “professional investors” within the meaning of the SFO and any rules made under that ordinance (“Professional Investors”); or
in other circumstances which do not result in this Offering Memorandum being a prospectus as defined in the CO nor constitute an offer to the public which requires authorization by the SFC under the SFO.
Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Shares, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to the Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. Any offer of the Shares will be personal to the person to whom relevant offer documents are delivered, and a subscription for the Shares will only be accepted from such person. No person who has received a copy of this Offering Memorandum may issue, circulate or distribute this Offering Memorandum in Hong Kong or make or give a copy of this Offering Memorandum to any other person. No person allotted Shares may sell, or offer to sell, such Shares to the public in Hong Kong within six months following the date of issue of such Shares.
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Malaysia No approval, authorisation or recognition of the Securities Commission of Malaysia has been or will be obtained for the offer or invitation in respect of the Shares on the basis that the Shares will be offered or sold exclusively to persons outside Malaysia or if within Malaysia then only by way of distribution of the Shares, through a holder of a Capital Markets Services Licence carrying on the business of dealing in securities, to certain persons specified in paragraph 2(g) of Schedule 5 of the Capital Markets and Services Act 2007 (“CMSA”). This Offering Memorandum has not and will not be registered with the Securities Commission of Malaysia on the basis that the Shares will not be offered or sold within Malaysia [other than to certain persons specified in Schedules 6 and 7 of the CMSA and this Offering Memorandum is deposited with the Securities Commission of Malaysia in accordance with the CMSA. The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of us and assumes no responsibility for the correctness of any statements made or opinions or reports expressed in this Offering Memorandum. Investors should rely on their own evaluation to assess the merits and risks of the investment proposed herein. Singapore This Offering Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (“MAS”) under the Securities and Futures Act (Chapter 289) of Singapore (“SFA”). Accordingly, the Shares may not be offered or sold, or made the subject of an invitation for subscription or purchase nor may the Offering Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Shares be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than to (i) an “institutional investor” within the meaning of Section 274 of the SFA and in accordance with the conditions of an exemption invoked under Section 274, (ii) to a relevant person under Section 275(1) of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Any transfer or on-selling of the Shares is subject to applicable on-selling restrictions and must meet the requirements set out in the SFA. United States of America The Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act. The Shares are being offered and sold only outside the United States in “offshore transactions” in accordance with Regulation S. Each person who purchases Shares outside the United States in compliance with Regulation S, by its acceptance of this Offering Memorandum and the Shares, will be deemed to have acknowledged, represented to and agreed with the Company and the Joint Lead Underwriters as follows: (1) Such purchaser of the Shares is, or at the time of its acquisition of the Shares will be, the
beneficial owner of the Shares purchased by it. (2) At the time of its acquisition of the Shares, such purchaser is not resident in the United States. (3) With respect to sales of the Shares, either:
(a) at the time the buy order for the Shares was originated, the purchaser was outside the United States or the purchaser of the Shares and any person acting on its behalf reasonably believed that the purchaser was outside the United States; or
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(b) the transaction in the Shares was executed in, on or through the facilities of a designated offshore securities market as defined in Regulation S (including, for the avoidance of doubt, a bona fide sale on IDX).
(4) Such purchaser of the Shares is not an affiliate of the Company or acting on our behalf or on
behalf of any such affiliate. (5) Neither the purchaser of the Shares, any of its affiliates nor any person acting on its or their
behalf, has made, and the purchase of the Shares is not the result of, any “directed selling efforts” (as defined in Regulation S) in the United States with respect to the Shares.
(6) The proposed transfer of the Shares is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act. (7) The purchaser is aware that the Shares may not be offered, sold, pledged or otherwise
transferred except in an offshore transaction in compliance with Regulation S. (9) Each purchaser of the Shares agrees that the Company and the Joint Lead Underwriters,
their respective affiliates and their respective agents may rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.
(10) In addition, each prospective purchaser of the Shares, by its acceptance thereof, will be
deemed to have acknowledged, represented to and agreed with the Company and the Joint Lead Underwriters as follows:
(a) that none of the Company and the Joint Lead Underwriters or any person
representing the Company and the Joint Lead Underwriters has made any representation or provided any information to it with respect to the Company or the offering or sale of the Shares, other than the information contained or incorporated by reference in the Offering Memorandum, which has been delivered to it and upon which it is relying in making its investment decision with respect to the Shares; and it has had access to such financial and other information concerning the Company and the Shares as it has deemed necessary in connection with its decision to purchase the Shares.
(b) that the Company and the Joint Lead Underwriters and others will rely upon the truth
and accuracy of the acknowledgments, representations and agreements made by each perspective purchaser, and such prospective purchaser agrees that, if any of the acknowledgments, representations or agreements deemed to have been made by it through its purchase of the Shares are no longer accurate, it shall promptly notify the Company and the Joint Lead Underwriters; and if it is acquiring any Shares as fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.
Each Joint Lead Underwriter has represented that it has not entered and agreed that it will not enter into any contractual arrangement with any distributor with respect to the distribution of the Shares, except its affiliates or with the prior written consent of the Company. Terms used in this section have the meanings given to them by Regulation S.
THE SECURITIES MARKET OF INDONESIA
The following information has been derived from publicly available information and has not been independently verified by the Company or the Joint Lead Underwriters. More information is available at www.bi.go.id, www.ojk.go.id, www.bapepam.go.id and www.idx.co.id.
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History and Current Developments The securities market in Indonesia officially began on December 14, 1912 with the establishment, by the Dutch administration, of an exchange in Jakarta. This was followed by the establishment of exchanges in Semarang on August 1, 1925 and in Surabaya on January 11, 1925. Trading on these exchanges was largely confined to the shares of Dutch companies, mostly involved in plantations, as well as bonds of certain Dutch East Indies government agencies. These exchanges were closed during the Second World War. In 1952, the Government of Indonesia enacted laws that facilitated the re-opening of the Jakarta Stock Exchange (“JSX”) in order to allow trading in government bonds and stocks of companies listed before the Second World War. Trading was inactive, however, and this, combined with the nationalization and subsequent de-listing of Dutch companies, led to various shut-downs of the market from 1956 onwards. In the mid-1970s, the Government of Indonesia announced reforms designed to revive the stock market in order to facilitate the mobilization of domestic equity funds. The stock market also provided a mechanism for foreign partners in joint ventures in Indonesia to divest part of their equity holdings to Indonesian nationals and legal entities in compliance with the Indonesian Foreign Investment Law. Tax incentives designed to encourage listings on the JSX were announced in 1976 and two government agencies were created to assist the development of the capital markets, (i) Badan Pelaksana Pasar Modal (BAPEPAM) or the Capital Markets Operations Board, created to regulate and promote the JSX, and (ii) a national investment trust company, PT (Persero) Danareksa, created to promote the equitable distribution of income by selling small denomination fund certificates to the general public. The first share offer listed on the JSX took place in August 1977. At the end of 1988 the shares of 24 companies were listed on the JSX and the volume of the Shares traded was relatively low. During the 1980’s and 1990’s a number of reform measures affecting the Indonesian capital markets were announced. These included the privatization of the JSX and its establishment as a limited liability company in 1992, and the introduction in May 1995 of the Jakarta Automated Trading System, a computerized system to replace the manual trading system. The Indonesian Capital Market Master Plan 2005 -2009 further reflected the need to improve the efficiency and productivity of the Indonesian capital markets. In December 2005, pursuant to the Decree of the Minister of Finance No. KMK 606/KMK.01./2005, the Minister of Finance merged (i) BAPEPAM which now operates under its new name, the Capital Markets Supervisory Board, or Badan Pengawas Pasar Modal) and (ii) the Directorate General of Financial Institutions, both under the authority of the Minister of Finance, into one organization to become BAPEPAM and Lembaga Keuangan (“BAPEPAM and LK”). (See www.bapepam.go.id) On November 30, 2007, the Surabaya Stock Exchange was merged into the JSX, and subsequently the JSX changed its name to the “Indonesia Stock Exchange” or IDX. On November 22, 2011, Indonesia’s parliament approved Law No. 21 of 2011 on the Financial Services Authority, which created a new institution, the Financial Services Authority (Otoritas Jasa Keuangan, or “OJK”). Effective from December 31, 2012, OJK took over the supervision and regulation of capital markets, insurance, pension funds and multi-finance companies from Bapepam and LK, and effective from December 31, 2013, OJK will take over the supervision and regulation of banks from Bank Indonesia. (See www.ojk.go.id) Indonesia Stock Exchange Based on data published on the website of IDX, as of October 2, 2013 there were 482 exchange members listed as IDX shareholders. Only shareholders of IDX may become members of IDX. Members of IDX are underwriters, brokers, dealers and fund management companies. Before trading on IDX, investors must be customers of a security company or brokerage firm. As a self regulatory organization, IDX has authority to issue regulations and requirements for listing of securities on IDX. Currently IDX’s listing requirements are set out in Rule Number I-A: Concerning the Listing of Shares (Stock) and Equity-type Securities other than Stock issued by the Listed Company.
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More information is available from www.idx.co.id. Listing of the Shares [Based on the Preliminary Securities Registration Agreement dated July 24, 2013, the Company obtained the preliminary approval for its Shares to be listed on IDX]. Unless and until the Registration Statement is declared effective and listing approval is given, none of the Shares sold in the Offer may be traded on IDX. Buyers and sellers may be matched in off-exchange transactions after the Shares have been listed on IDX. After the Shares are approved for listing on IDX, Shares sold in the Offer that are purchased by non-Indonesian persons will be eligible for trading on IDX. Settlement All clearance and settlement of transactions effected on IDX must be settled three trading days following completion of the transaction.
INDONESIAN FOREIGN EXCHANGE REGULATIONS
Foreign Exchange The Government of Indonesia does not currently maintain exchange controls and the Rupiah is freely convertible. Pursuant to Law Number 24 of 1999 on Foreign Exchange Flow and Exchange Rate System (“Law 24”) any Indonesian resident (a person, legal entity or other entity domiciled or planning to domicile in Indonesia for at least 1 (one) year, including representatives and diplomatic staff of the Republic of Indonesia) is free to own and use foreign exchange. Indonesia’s central bank, Bank Indonesia, is the monetary authority charged with responsibility for maintaining the stability of the Rupiah and overseeing the foreign exchange system and exchange rate systems. Bank Indonesia is authorized to control the flow of foreign exchange activities of Indonesian residents. In this respect, Bank Indonesia is empowered to request any information and data concerning the foreign exchange activities of Indonesian residents. Through its implementing regulations (namely Regulation of Bank Indonesia No. 1/9/PBI/1999, Regulation of Bank Indonesia No. 13/15/PBI/2011, in conjunction with the Circular Letter of Bank Indonesia No. 13/21/DSM dated August 15, 2011 and Regulation of Bank Indonesia No. 13/21/PBI/2011), Bank Indonesia required Banks and Non-Financial Institutions to submit a report to Bank Indonesia with respect to their foreign exchange flow activities. Non-Financial Institutions that are obliged to submit this kind of report include: 1. State-owned enterprises; 2. State-owned enterprises with foreign loans; 3. Non-bank financial institutions; 4. Public companies; 5. Companies who are engaged in the business of oil and gas mining; 6. Companies who are engaged in export and/or import of goods; 7. Companies who provide services; 8. Foreign investment companies; 9. Private companies with foreign loans; 10. Other entities with foreign loans; or
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11. Non-bank financial institutions that do not fall within categories (1) to (10), with:
a. total assets of at least Rp100,000,000,000.- (one hundred billion Rupiah), or
b. revenue during a 1 year period of at least Rp100,000,000,000.- (one hundred billion Rupiah); whichever is fulfilled earlier.
Exchange Rate System Bank Indonesia implements the exchange rate system determined by the Government of Indonesia, based on proposals submitted by Bank Indonesia. Pursuant to Law 24 and Law No. 2 of 2008, as amended by Law No. 6 of 2009 (“Law 2”), the exchange rate system to be applied in Indonesia may be in the form of a fixed exchange rate, floating exchange rate or controlled floating exchange rate system. Law 2 assigns Bank Indonesia with a principal duty to reach and maintain the stability of the Rupiah. In this respect, Bank Indonesia is authorised to intervene in the foreign exchange market in order to maintain the stability of the Rupiah. Prior to August 1997 Bank Indonesia maintained the value of the Rupiah based on a basket of foreign currencies, the composition of which was based on Indonesia’s main trading partner countries. In July 1997 the exchange rate band was widened and on August 14, 1997 Bank Indonesia adopted a floating exchange rate system without indicating at what level Bank Indonesia would intervene in the currency markets. More information is available from www.bi.go.id.
EXCHANGE RATE INFORMATION Fluctuation in the exchange rates between the Rupiah and other currencies will affect the foreign currency equivalent of the Rupiah of the shares on IDX. Such fluctuation will also affect the amount in foreign currency received upon conversion of cash dividends or other distributions paid in Rupiah by the Company on, and the Rupiah proceeds received from any sales of, the Shares, as well as the book value of foreign currency assets and liabilities, and income and expenses and cash-flows in the Company’s financial statement. The following table shows the exchange rate of the Rupiah against the United States Dollar based on the middle exchange rates at the end of each month during the periods indicated. The Rupiah middle exchange rate is calculated based on Bank Indonesia buying and selling rates. No representations are made that the Rupiah or United States Dollar amount referred to herein could have been or could be converted in United States Dollar or Rupiah, as the case may be, at the rate indicated or any other rate or at all.
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At Period End High (1) Low (1) 2000 9,595 9,595 7,425 2001 10,400 11,675 9,450 2002 8,940 10,320 8,730 2003 8,465 8,908 8,285 2004 9,290 9,415 8,441 2005 9,830 10,310 9,165 2006 9,020 9,395 8,775 2007 9,419 9,419 8,828 2008 10,950 12,151 9,051 2009 9,400 12,065 9,293 2010 8,991 9,413 8,909 2011 8,709 9,068 8,708 2012 9,670 9,707 8,892 January 2013 9,698 9,740 9,635 February 2013 9,667 9,725 9,634 March 2013 9,719 9,745 9,678 April 2013 9,722 9,756 9,688 May 2013 9,802 9,811 9,728 June 2013 9,929 9,960 9,790 July 2013 10,278 10,278 9,934 August 2013 10,924 10,950 10,287 September 2013 11,613 11,613 10,922 October 2013 11,234 11,593 11,076 November 2013 (through November 13, 2013) 11,644 11,644 11,354 Source: www.bi.go.id (1) The high and low amounts are determined based on the Bank Indonesia middle exchange rate at the end of each month announced by Bank Indonesia during the period indicated.
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21Prel
imin
ary
Pros
pect
us
GO PUBLIC
PT Industri Jamu dan Farmasi Sido Muncul Tbk
JADWAL SEMENTARAMasa Penawaran Awal : 18 - 29 November 2013 Perkiraan Tanggal Pengembalian Uang Pemesanan : 17 Desember 2013Perkiraan Tanggal Efektif : 5 Desember 2013 Perkiraan Tanggal Distribusi Saham Secara Elektronik : 17 Desember 2013Perkiraan Masa Penawaran : 9 – 12 Desember 2013 Perkiraan Tanggal Pencatatan di Bursa Efek Indonesia : 18 Desember 2013Perkiraan Tanggal Penjatahan : 16 Desember 2013
MEMBELI EFEK INI HANYA DAPAT DILAKSANAKAN SETELAH CALON PEMBELI ATAU PEMESAN MENERIMA ATAU MEMPUNYAI KESEMPATAN UNTUK MEMBACA PROSPEKTUS.
OJK TIDAK MEMBERIKAN PERNYATAAN MENYETUJUI ATAU TIDAK MENYETUJUI EFEK INI, TIDAK JUGA MENYATAKAN KEBENARAN ATAU KECUKUPAN ISI PROSPEKTUS INI. SETIAP PERNYATAAN YANG BERTENTANGAN DENGAN HAL-HAL TERSEBUT ADALAH PERBUATAN MELANGGAR HUKUM.
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL TBK (“PERSEROAN”) DAN PENJAMIN PELAKSANA EMISI EFEK BERTANGGUNG JAWAB SEPENUHNYA ATAS KEBENARAN SEMUA INFORMASI ATAU FAKTA MATERIAL, SERTA KEJUJURAN PENDAPAT YANG TERCANTUM DALAM PROSPEKTUS INI.
SAHAM-SAHAM YANG DITAWARKAN INI SELURUHNYA AKAN DICATATKAN PADA PT BURSA EFEK INDONESIA.
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL TbkKegiatan Usaha Utama:
Bergerak dalam bidang usaha industri jamu dan farmasiBerkedudukan di Semarang, Indonesia
Kantor Pusat:Gedung Menara Suara Merdeka Lantai 16
Jl Pandanaran No.30Semarang 50134, IndonesiaTelepon: (+6224) 7692-8811Faksimili: (+6224) 7692-8815
Website: www.sidomuncul.com
Pabrik:Jl Soekarno Hatta km 28
Kecamatan Bergas, KlepuSemarang 50552, IndonesiaTelepon: (+62298) 523-515Faksimili: (+62298) 523-509
PENAWARAN UMUM PERDANA SAHAMSebanyak-banyaknya sejumlah 1.500.000.000 (satu miliar lima ratus juta) saham biasa atas nama yang merupakan saham baru atau sekitar 10% (sepuluh persen) dari seluruh modal yang ditempatkan dan disetor penuh dalam Perseroan setelah Penawaran Umum Perdana Saham dengan nilai nominal Rp100 (seratus Rupiah) setiap saham, yang ditawarkan kepada Masyarakat dengan Harga Penawaran sebesar Rupiah) setiap lembar saham yang harus dibayar penuh saat mengajukan Formulir Pemesanan Pembelian Saham (”FPPS”). Nilai Penawaran Umum Perdana Saham adalah sebesar Rupiah). Seluruh pemegang saham Perseroan memiliki hak yang sama dan sederajat dalam segala hal dengan saham lainnya dari Perseroan yang telah ditempatkan dan disetor penuh, sesuai Undang-Undang No. 40 Tahun 2007 tentang Perseroan Terbatas (”UUPT”).
Berdasarkan Akta Perseroan No. 33 tanggal 18 September 2013 yang dibuat di hadapan Fatiah Helmi, SH, Notaris di Jakarta, Perseroan akan melaksanakan program ESA dengan mengalokasikan saham sebanyak-banyaknya 10% (sepuluh persen) dari jumlah Saham Yang Ditawarkan, dengan memperhatikan peraturan perundang-undangan yang berlaku. Informasi lengkap mengenai program ESA dapat dilihat pada bab I Prospektus ini.
Penjamin Pelaksana Emisi Efek dan Para Penjamin Emisi Efek yang namanya tercantum di bawah ini menjamin seluruh penawaran saham secara Kesanggupan Penuh (Full Commitment) sesuai porsi penjaminan saham masing-masing.
PENJAMIN PELAKSANA EMISI EFEK
PT Kresna Graha Sekurindo Tbk PT Mandiri Sekuritas
PENJAMIN EMISI EFEKAkan ditentukan kemudian
RISIKO UTAMA YANG DIHADAPI PERSEROAN ADALAH RISIKO FLUKTUASI HARGA BAHAN BAKU DIKARENAKAN FAKTOR ALAM. RISIKO USAHA PERSEROAN SELENGKAPNYA DICANTUMKAN PADA BAB VI DALAM PROSPEKTUS INI.
RISIKO TERKAIT KEPEMILIKAN ATAS SAHAM PERSEROAN, YAITU TIDAK LIKUIDNYA SAHAM YANG DITAWARKAN PADA PENAWARAN UMUM INI, MENGINGAT JUMLAH SAHAM YANG DITAWARKAN PERSEROAN TIDAK TERLALU BESAR, MAKA TERDAPAT KEMUNGKINAN PERDAGANGAN SAHAM PERSEROAN DI BURSA EFEK MENJADI TIDAK LIKUID. DENGAN DEMIKIAN, PERSEROAN TIDAK DAPAT MEMPREDIKSIKAN APAKAH PERDAGANGAN SAHAM PERSEROAN DI BURSA EFEK AKAN AKTIF ATAU LIKUIDITAS SAHAM PERSEROAN AKAN TERJAGA.
PERSEROAN TIDAK MENERBITKAN SURAT KOLEKTIF SAHAM DALAM PENAWARAN PERDANA INI, SAHAM-SAHAM TERSEBUT AKAN DIDISTRIBUSIKAN SECARA ELEKTRONIK YANG AKAN DIADMINISTRASIKAN DALAM PENITIPAN KOLEKTIF PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI“).
Prospektus Awal ini diterbitkan di Jakarta pada tanggal 18 November 2013
Head OfficeMenara Suara Merdeka Building, 16th FloorJl Pandanaran No.30Semarang 50134, IndonesiaPhone : (+6224) 7692-8811Fax : (+6224) 7692-8815Website: www.sidomuncul.com
FactoryJl Soekarno Hatta km 28Kecamatan Bergas, KlepuSemarang 50552, IndonesiaPhone : (+62298) 523-515Fax : (+62298) 523-509
This document is an unofficial English translation of the Prospectus issued by the Company in Bahasa Indonesia on its 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 Joint 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.
INDICATIVE SCHEDULEPreliminary Offering Period : 18 – 29 November 2013 Estimated Refund Date : 17 December 2013Estimated Effective Date : 5 December 2013 Estimated Electronic Share Distribution Date : 17 December 2013Estimated Offering Period : 9 – 12 December 2013 Estimated Listing Date on IDX : 18 December 2013Estimated Allotment Period : 16 December 2013
INFORMATION IN THIS DOCUMENT IS STILL SUBJECT TO FURTHER COMPLETION AND/OR AMENDMENTS. THE REGISTRATION STATEMENT OF THE SHARES HAS BEEN SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY (“OJK”) BUT HAS YET TO RECEIVE THE EFFECTIVE STATEMENT FROM THE OJK. THIS DOCUMENT SHALL ONLY BE USED WITH REGARD TO PRELIMINARY OFFERING OF THE SHARES. THE SHARES ARE NOT TRADED BEFORE THE REGISTRATION STATEMENT SUBMITTED TO OJK BECOMES EFFECTIVE. SUBSCRIPTION OF SHARES SHALL ONLY BE EXERCISED AFTER PROSPECTIVE BUYERS OR SUBSCRIBERS HAVE RECEIVED OR HAVE ACCESS TO THE PROSPECTUS.
THE OJK DOES NOT GIVE ITS APPROVAL OR DISAPPROVAL OF THE SHARES DESCRIBED HEREIN, NOR DOES IT CONFIRM THE ACCURACY OR COMPLETENESS OF THIS PROSPECTUS. ANY STATEMENT WHICH IS CONTRADICTORY TO THE SAME SHALL CONSTITUTE AN UNLAWFUL ACT.
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL TBK (THE “COMPANY”) AND THE JOINT LEAD UNDERWRITERS ARE FULLY RESPONSIBLE FOR THE ACCURACY OF ALL INFORMATION OR MATERIAL FACTS AND THE ACCURACY OF OPINIONS CONTAINED IN THIS PROSPECTUS.
ALL OF THE OFFERED SHARES WILL BE LISTED ON THE INDONESIA STOCK EXCHANGE (IDX).
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL TbkLine of Business:
Engaged in Traditional Medicine and Pharmaceutical Industry BusinessDomiciled in Semarang, Indonesia
Head Office:Menara Suara Merdeka Building, 16th Floor
Jl Pandanaran No.30Semarang 50134, IndonesiaPhone: (+6224) 7692-8811
Fax: (+6224) 7692-8815Website: www.sidomuncul.com
Factory:Jl Soekarno Hatta km 28
Kecamatan Bergas, KlepuSemarang 50552, Indonesia
Phone: (+62298) 523-515Fax: (+62298) 523-509
INITIAL PUBLIC OFFERINGUp to 1,500,000,000 (one billion five hundred million) ordinary registered shares that are new shares or approximately 10% (ten percent) of the Company’s total issued and paid-up capital after the Initial Public Offering, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to the Public at the Offer Price of Rp● (● Rupiah) per share, which has to be fully paid upon submission of the SSF. The total value of the Initial Public Offering is Rp● (● Rupiah). All shareholders of the Company have equal and similar rights with respect to the Company’s existing issued and fully paid-up shares, in accordance with Law No. 40 Year 2007 regarding Limited Liability Company (”Company Law”).Based on Deed No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, the Company will implement the ESA program by allocating shares up to 10% (ten percent) of the number of Offered Shares, taking into account the legislation in force. Detailed information on the ESA program is described in Chapter I of this Prospectus.The Joint Lead Underwriters and the Underwriters whose names are listed below shall guarantee with full commitment the Initial Public Offering of the Company’s shares in accordance with their respective underwriting portion.
JOINT LEAD UNDERWRITERS
PT Kresna Graha Sekurindo Tbk PT Mandiri Sekuritas
UNDERWRITERSTo Be Determined
THE PRIMARY RISK FACED BY THE COMPANY IS THE RISK OF FLUCTUATION IN RAW MATERIAL PRICES DUE TO FORCES OF NATURE. THE COMPLETE RISKS FACED BY THE COMPANY ARE DETAILED IN CHAPTER VI OF THIS PROSPECTUS.
THE RISK RELATING TO THE OWNERSHIP OF THE COMPANY’S SHARES IS THE ILLIQUIDITY OF THE SHARES OFFERED IN THIS INITIAL PUBLIC OFFERING DUE TO THE LIMITED SHARES OFFERRED TO THE PUBLIC, THERE IS A POSSIBIILITY THE SHARES TRADED ON THE IDX MAY BE ILLIQUID. THEREFORE, THE COMPANY IS UNABLE TO PREDICT WHETHER THERE WILL BE AN ACTIVE MARKET OR WHETHER THE LIQUIDITY OF THE SHARES WILL BE MAINTAINED.
THE COMPANY WILL NOT ISSUE COLLECTIVE SHARES CERTIFICATES IN THIS INITIAL PUBLIC OFFERING, THE SHARES WILL BE DISTRIBUTED ELECTRONICALLY AND ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI“).
This Preliminary Prospectus is issued in Jakarta on 18 November 2013
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PT Industri Jamu dan Farmasi Sido Muncul Tbk (hereinafter referred to in this Prospectus as the “Company”) has filed a Registration Statement with regard to this Initial Public Offering to Financial Services Authority (Otoritas Jasa Keuangan or the “OJK”) in Jakarta by virtue of letter No. 031/IPO/X/2013 dated 10 October 2013, in accordance with the requirements as set forth in Law No. 8 year 1995 dated 10 November 1995 regarding the Capital Market, that was announced in the State Gazzette of the Republic of Indonesia No. 64 Year 1995, Supplemental No. 3608 (hereinafter referred to as the ”Capital Market Law”) and the implementing regulations and amendments thereof.The offered shares in this Initial Public Offering are to be registered on the IDX in accordance with the Preliminary Securities Registration Agreement entered into between the Company and IDX on 24 July 2013, subject to the satisfaction of the registration requirements as determined by the IDX, among others concerning the number of individual and institutional Shareholders at IDX and each Shareholder holding at least 1 (one) unit of share. In the event that the share registration requirements are not met, the Initial Public Offering shall be null and void by law and the subscription fund received shall be returned to the subscribers in accordance with the provisions of the Capital Market Law and its implementing regulations. For the purpose of this Initial Public Offering, the Company, the Joint Lead Underwriters, Underwriters and the Capital Market Supporting Professions are fully responsible for the accuracy of data, accuracy of opinions, statements and reports presented in the Prospectus pursuant to their respective areas of duty in accordance with the prevailing regulations applicable in the territory of the Republic of Indonesia as well as their respective code of ethics, norms and standards of profession.In connection with the Initial Public Offering, every affiliated party shall not give any statement or remarks or explanation whatsoever with regard to matters that have not been disclosed in this Prospectus without the prior written approval from the Company and the Joint Lead Underwriters.PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas as Joint Lead Underwriters, as well as the Capital Market Supporting Institutions and Professions with regard to this Initial Public Offering are not affiliated with the Company, either direct or indirectly, in accordance with the definition of Affiliate as set forth in the Capital Market Law. Further description regarding relationship of affiliate is described in Chapter XIV regarding Underwriting and Chapter XV regarding Capital Market Supporting Institutions and Professions.
THIS INITIAL PUBLIC OFFERING IS NOT REGISTERED UNDER ANY LAW OR REGULATION OTHER THAN THOSE APPLICABLE IN THE REPUBLIC OF INDONESIA. WITH RESPECT TO ANY PERSON OUTSIDE OF THE REPUBLIC OF INDONESIA RECEIVING THIS PROSPECTUS, THIS PROSPECTUS IS NOT MEANT AS AN OFFER DOCUMENT TO PURCHASE THE SHARES, EXCEPT WHERE SUCH OFFER AND PURCHASE OF SHARES DO NOT CONTRADICT, OR DO NOT CONSTITUTE A VIOLATION UNDER, THE LAWS AND REGULATIONS PREVAILING IN SUCH COUNTRY.
THE COMPANY HAS DISCLOSED ALL MATERIAL INFORMATION REQUIRED TO BE DISCLOSED TO THE PUBLIC, AND NO MATERIAL INFORMATION HAS BEEN OMITTED WHICH MAY CAUSE THE INFORMATION CONTAINED IN THIS PROSPECTUS TO BE INCORRECT OR MISLEADING.
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TABLE OF CONTENT
TABLE OF CONTENT i
DEFINITIONS AND ABBREVIATIONS iii
SUMMARY xi
CHAPTER I INITIAL PUBLIC OFFERING 1
CHAPTER II USE OF PROCEEDS 6
CHAPTER III INDEBTEDNESS 8
CHAPTER IV KEY FINANCIAL HIGHLIGHTS 15
CHAPTER V MANAGEMENT’S DISCUSSION AND ANALYSIS 20General1. 21Factors Affecting the Company’s Financial and Operational Condition 2. 21Financial3. 23Risk Management4. 38
CHAPTER VI BUSINESS RISKS 40
CHAPTER VII MATERIAL EVENTS OCCURED SUBSEQUENT TO THE INDEPENDENT AUDITOR’S REPORT 46
CHAPTER VIII DESCRIPTION OF THE COMPANY AND ITS SUBSIDIARIES 48Brief History of the Company1. 48Licenses and Permits of the Company2. 50Development of the Company’s Share Ownership3. 51Structure of Directors and Commissioners 4. 57Human Resources (HR)5. 63The Company’s Organization Structure6. 66Description of the Subsidiaries7. 67Associations by way of Ownership, Management and Supervision of the Company 8. and its Subsidiaries 76Transactions with Affiliated Parties9. 77Insurance10. 79Material Agreements with Third Parties 11. 81Legal Proceedings faced by the Company12. 83The Company’s Fixed Assets Register13. 83Intellectual Property Rights14. 87
CHAPTER IX BUSINESS ACTIVITIES AND PROSPECTS OF THE COMPANY 93Overview1. 93Competitive Advantages2. 94Business Strategies3. 96Business Activities4. 96Information on the Company’s Products 5. 98Raw Materials Management6. 99Production Process7. 102Distribution and Marketing Activities 8. 112Business Competitions9. 117Business Prospects10. 118Business Research and Development11. 118UKL (12. Upaya Pengelolaan Lingkungan, Environment Management) and UPL (Upaya Pemantauan Lingkungan, Environment Monitoring Efforts) 118Good Corporate Governance13. 118The Company’s Corporate Social Responsibility14. 119Certificates and Awards15. 120
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CHAPTER X OVERVIEW OF HERBAL MEDICINE INDUSTRY IN INDONESIA 124
CHAPTER XI EQUITY 140
CHAPTER XII DIVIDEND POLICY 142
CHAPTER XIII TAXATION 143
CHAPTER XIV UNDERWRITING 147
CHAPTER XV CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSIONS WITH REGARD TO INITIAL PUBLIC OFFERING 149
CHAPTER XVI LEGAL OPINION 156
CHAPTER XVII THE COMPANY’S FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT 153
CHAPTER XVIII INDEPENDENT APPRAISAL REPORT 253
CHAPTER XIX ARTICLES OF ASSOCIATION OF THE COMPANY 273
CHAPTER XX TERMS OF SHARE SUBSCRIPTION 295
CHAPTER XXI DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORMS 301
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DEFINITIONS AND ABBREVIATIONS
Account Holders Refers to parties registered as Securities Account Holder in KSEI or Custodian Banks and/or Securities Companies.
ACF Refers to the abbreviation of Allotment Confirmation Form, a form which contains the final allotment result for the subscribers that serves as evidence of ownership of shares offered in the primary market.
Affiliate Refers to parties as defined in Capital Market Law and its implementing regulations as follows:
a) Family relationship by either marriage or descents up to the second degree, horizontally and vertically;
b) Relationship between the parties and employees, Directors or Commissioners of such parties;
c) Relationship between 2 (two) companies having 1 (one) or more common directors or commissioners;
d) Relationship between the company and the party which, directly or indirectly, controls or is controlled by the company;
e) Relationship between 2 (two) companies under common control, either directly or indirectly; or
f) Relationship between the company and its principal shareholders. Affiliated Subscribers Refers to members of the Directors, members of the Board of
Commissioners and the employees of the Company, except the Independent Commissioner, who, during the Offering Period, submit Shares Subscriptions to the Company at a maximum amount of 10% (ten percent) of the Offered Shares in accordance with Rule No. IX.A.7.
Agreement on Securities Registration at KSEI
Refers to the Agreement on Equity Securities Registration at KSEI No. SP-0024/PE/KSEI/0713 dated 16 July 2013, privately arranged and duly stamped, between the Company and KSEI.
Allotment Date Refers to the date jointly agreed by the Company and the Joint Lead Underwriters,namely no later than 2 (two) Business Days following the closing of the Offering Period, which will be determined in the Prospectus.
Allotment Manager Refers to PT Kresna Graha Sekurindo Tbk, as the Joint Lead Underwriter, the party responsible for the allotment of Offered Shares in accordance with the requirements set forth in Rule No. IX.A.7, Annex to the Decree of Chairman of Bapepam and LK No. Kep-691/BL/2011 dated 30 December 2011 regarding Subscribtion and Allotment in Initial Public Offering (hereinafter referred to as “Rule No. IX.A.7).
Banking Day Refers to Bank working day, i.e., the days where Bank Indonesia performs interbank clearing process.
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Bapepam & LK Refers to the Badan Pengawas Pasar Modal & Lembaga Keuangan (Capital Market and Financial Institution Supervisory Board) as defined in Article 3 Paragraph 1 of the Capital Market Law and Decree of Finance Minister No. 184/PMK.01/2010 dated 11 October 2010 regarding Organization and Work Procedure of the Ministry of Finance.
Book Building Refers to direct or indirect offering through Preliminary Prospectus, and/or Information Memorandum (if any) that are distributed immediately following the announcement of the Abridged Prospectus in the newspaper, for the purpose of learning the level of interest of the Offered Shares prospective buyers and/or estimating the securities Offer Price in accordance with Rule No. IX.A.8 Annex to the Decision No. Kep-41/PM/2000 dated 27-10-2000 concerning Preliminary Prospectus and Information Memorandum (if any) (hereinafter referred to as “Rule No. IX.A.8”) and with due consideration to Rule No IX.A.2.
BPOM Refers to the abbreviation of Badan Pengawas Obat & Makanan (National Agency of Drugs and Food Controls).
Business Day Refers to Monday to Friday, excluding national holidays determined by the Government of the Republic of Indonesia or Normal Business Days, which as a result of certain condition are determined otherwise by the Government of the Republic of Indonesia.
Calendar Day Refers to every day in 1 (one) year based on the Gregorian Calendar, with no exception, including Saturday, Sunday and national holidays that may be determined by the Government at any time.
Capital Market Law Refers to the Law of Republic of Indonesia No. 8 year 1995 regarding Capital Market, which was announced in the Supplemental State Gazette of the Republic of Indonesia, No. 3608, State Gazette of the Republic of Indonesia No. 64 year 1995, and its implementing regulations.
Changes/Amendments of Agreement
Refers to amendments and/or additions and/or renewals of the agreements that form an integral and inseparable part of the agreement.
Collective Depository Refers to depository services of securities owned jointly by more than one party, whose interests are represented by the Kustodian Sentral Efek Indonesia.
Company Law Refers to the Law of the Republic of Indonesia No. 40 year 2004 regarding Limited Liability Companies as announced in the Supplemental State Gazette of the Republic of Indonesia No. 4756, State Gazette of the Republic of Indonesia No. 106 year 2007, and its implementing regulations.
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Compulsory Registration of Companies Law
Refers to Law of the Republic of Indonesia No. 3 year 1983 regarding Compulsory Registration of Companies as announced in the Supplementary State Gazette No. 3214, State Gazette of the Republic of Indonesia No 7 year 1982, and its implementing regulations.
CPOB Refers to the abbreviation of Cara Pembuatan Obat yang Baik or Good Manufacturing Practices.
CPOTB Refers to the abbreviation of Cara Pembuatan Obat Tradisional yang Baik or Good Traditional Medicine Manufacturing Practices.
CSR Refers to the abbreviation of Corporate Social Responsibility.
Custodian Bank Refers to commercial banks that are approved by Bapepam & LK (currently known as Financial Service Authority – Otoritas Jasa Keuangan (OJK)) to provide safekeeping services or custody services as stipulated in the Capital Market Law.
Distribution Date Refers to the same date as the payment date, by no later than2 (two) Business Days from the Allotment Date, where the Offered Shares are distributed electronically by KSEI to the Account Holders.
Effective Refers to the condition where the Registration Statement has become effective as stipulated in Rule No. IX.A.2 concerning Registration Procedures for A Public Offering, Annex to the Decree of Chairman of Bapepam and LK No. KEP-122/BL/2009 dated 29 May 2009 (hereinafter referred to as “Rule No. IX.A.2)
Effective Statement Refers to OJK statements which declares that the Registration Statement has become effective: (i) on the 45th (forty-fifth) day after the date that the complete Registration Statements is received by OJK or (ii) on the 45th (forty-fifth) day after the Company submits the last Amendment to the Registration Statement to OJK, or (iii) other date based on the Effective Statement from Chairman of OJK which declares there are no more amendments and/or additional information required, as set forth in the Rule No. IX.A.2, therefore entitling the Company, through the Underwriters, to offer and sell the Offered Shares in accordance with the prevailing laws and regulations.
ESA Refers to the abbreviation of Employee Stock Allocation
Exchange Day Refers to the days where the Stock Exchange performs securities trading activities, i.e., from Monday to Friday, unless the respective days are national holidays or announced as holidays by the Stock Exchange.
Founding shareholder Refers to Ny. Desy Sulistio, Irwan Hidayat, Sofyan Hidayat, Johan Hidayat, Ny. Sandra Linata Hidajat and David Hidayat
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GMS Refers to the abbreviation of General Meeting of Shareholders
Government Refers to the Government of the Republic of Indonesia.
IDX Refers to the abbreviation of PT Bursa Efek Indonesia, a limited liability company established by virtue of the Indonesian law and regulations and domiciled in Jakarta, (or the replacement or beneficiary to its rights), which is a stock exchange as defined in the Capital Market Law, where the Company’s shares are listed.
Initial Public Offering Refers to the Initial Offering of Offered Shares to the Public as referred to in the Capital Market Law and its implementing regulations and other relevant provisions and the provisions set forth in the Agreement.
IPO Account Refers to the account registered under the Joint Lead Underwriters’s name to receive the proceeds from the investors.
Joint Lead Underwriters Refers to the parties to a contract / agreement with the Company for the Initial Public Offering for the benefit of the Company, guarantee the sale of the Offered Shares and distribute the IPO proceeds to the Company by the Underwriters pursuant to each Underwriting Portion, with respect to the terms and condition of the Underwriting Agreement.
KSEI Refers to the abbreviation of PT Kustodian Sentral Efek Indonesia, domiciled in Jakarta, which is the Securities Depository and Settlement Institution as defined by the laws and regulations relating to the Capital Market.
Listing Date Refers to the date the Offered Shares are listed for trading at the Stock Exchange, to be effected by no later than 1 (one) Business Day following the Distribution Date, the exact date of which will be determined in the Amendments of Agreement.
Ministry of Health Refers to the Ministry of Health of the Republic of Indonesia (previously referred to as Department of Health)
MoJ Refers to the abbreviation of the Ministry of Justice and Human Rights of the Republic of Indonesia
New Shares Refers to ordinary registered shares at a nominal value of Rp100 (one hundred Rupiah) that will be issued from the Company’s portfolio at a maximum amount of 1,500,000,000 (one billion five hundred million) shares to be offered and sold to Public in the Public Offering and will be listed on the Stock Exchange.
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Offer Price Refers to the price of each Offered Shares through Initial Public Offering, which nominal will be defined based on agreement between the Company and the Joint Lead Underwriters, which will be incorporated in the Amendment to Underwriting Agreement.
Offered Shares Refers to New Shares offered and sold to Public by the Underwriters through the Public Offering, which will be listed on the Stock Exchange on the Listing Date.
Offering Period Refers to the duration for the public to submit the Offered Shares subscriptions as regulated in the SSF and Chapter XX regarding Terms of Shares Subscriptions.
OJK Refers to the abbvreviation of Otoritas Jasa Keuangan or Financial Services Authority, an independent institution that is free from any intervention, which has the function, responsibilities and authority to regulate, supervise, examine and investigate as stipulated in Law No. 21 Tahun 2011 dated 22-11-2011 (twenty-two November two thousand eleven) regarding Financial Services Authority (Law No. 21, 2011). Commencing on 31 December 2012 (thirty-one December two thousand and twelve), the functions, responsibilities and authority to regulate and supervise the financial services activity in the Capital Market, were transferred from the Minister of Finance and Bapepam and LK to OJK, or the replacement and beneficiary of its rights and obligations, in conformity with Article 55 Law No. 21, 2011.
Preliminary Prospectus Refers to the written document prepared by the Company and the Joint Lead Underwriters with regard to the Public Offering and contains all information in the Prospectus submitted to OJK as part of the Registration Statement, except for the information regarding the number of Offered Shares, Offer Price of the Offered Share, underwriting or other matters related to offer requirement that cannot yet be determined, in accordance with Rule No. IX.A.8 and with due consideration to Rule No. IX.A.2.
Primary Market Refers to the offering and sale of the Company’s Offered Shares to the public during the Offering Period prior to the listing of such shares in the Stock Exchange.
Prospectus Refers to the final written document prepared by the Company and the Joint Lead Underwriters with regard to the Public Offering and contains all relevant and essential information on the Company and the Offered Shares, which form and content are in accordance with Bapepam Regulation No. IX.C.2, Annex to the Decree of Chairman of Bapepam and LK Kep-51/PM/1996 dated 17 January 1996 on Guidelines Regarding the Form and Content of the Prospectus and Summary Prospectus for a Public Offering (hereinafter referred to as "Regulation. IX.C.2").
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Public Refers to any individual and/or legal entity, of Indonesian or Foreign Nationality or Foreign Legal Entity, residing or legally domiciled in Indonesia or outside the jurisdiction of the Republic of Indonesia, with due consideration to the laws and regulations of the Capital Market.
Public Offering Refers to the Company’s action to offer the Offered Shares to Public through Initial Public Offering as referred to in the Capital Market Law and its implementing regulations and other related provisions, and provisions contained in the Agreement.
Refund Date Refers to the date of refund of the subscription fund from the Joint Lead Underwriters through the Underwriters to the subscribers of Offered Shares, whose subscriptions cannot be fullfilled in part or in whole as a result of allotment or cancellation or delay of the Public Offering, the period of which is a maximum of 2 (two) Business Days.
Registration Statement Refers to the document submitted to OJK by the Company together with the Joint Lead Underwriters prior to the offering and sale of the Offered Shares as stipulated in Article 1 Paragraph 19 of Capital Market Law juncto Rule No. IX.C.1, Annex to the Decree of Chairman of Bapepam and LK No. Kep-42/PM/2000 dated 27 October 2000 on Guidelines Regarding the Form and Content of Registration Statement for Public Offering (hereinafter referred to as "Regulation. IX.C.1") and with the provisions of the Regulation. IX.A.2.
SAB Refers to the abbreviation of the Securities Administration Bureau, namely PT Sirca Datapro Perdana, domiciled in Jakarta, as the party appointed by the Company to undertake the administration of the Offered Shares in the Initial Public Offering.
Securities Account Refers to the account that includes the amount of shares and/or fund
owned by Shareholders that are administered by KSEI, Custodian Banks or Securities Companies based on Securities Account Opening Agreement signed by the Shareholders.
Selling Agent Refers to the parties assisting in the selling of shares offered and sold by the Company through the Initial Public Offering conducted either domestically or internationally.
SGRI Refers to the abbreviation of the State Gazette of the Republic of
Indonesia
Shareholders List Refers to the Shareholders List, which contains the information on the shareholders ownership of the Company’s shares.
Shares Refers to shares issued by the Company, including Shares Offered in the Public Offering.
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Shares Certificate Refers to Share Certificate or Collective Share Certificate(s) as defined in the Company’s Articles of Association.
SME Refers to the abbreviation of Small and Medium Enterprise.
SSF Refers to the abbreviation of Shares Subscription Form, the original subscription form which has to be made in 5 (five) copies and each must be completely filled out, signed by the subscriber and submitted by prospective buyers to the Underwriter(s) upon subscribing for the Offered Shares.
SSGRI Refers to the abbreviation of Supplemental State Gazette of the Republic of Indonesia.
SSL Refers to the abbreviation of the Shares Subscription List, a list that contains the name of shares subscribers and the number of Offered Shares subscribed, prepared in accordance with the SSF issued by each Underwriter.
Subsidiaries Refers to companies where the Company has direct or indirect share ownership of a minimum 50% of the issued and paid up capital of the respective company and/or companies whose financial statements are consolidated to the Company’s financial statements in conformity with the Indonesian Financial Accounting Standards.
The Company Refers to PT Industri Jamu dan Farmasi Sido Muncul Tbk, a limited liability company that is established by virtue and in accordance with the prevailing laws and regulations of the Republic of Indonesia, domiciled and headquartered in Semarang.
UKL Refers to the abbreviation of Upaya Pengelolaan Lingkungan Hidup or Environment Management Efforts.
Underwriters Refers to limited liability companies that signed agreement with the Company to conduct the Initial Public Offering on behalf of the Company, which fully guarantee the purchase of Offered Shares and pay the proceeds of the Initial Public Offering to the Company, namely PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas, jointly with other Underwriters that may be appointed by the Company with due consideration to the terms and condition of the Underwriting Agreement.
Underwriters Syndication Refers to other Underwriters (aside from PT Kresna Graha Sekurindo
Tbk and PT Mandiri Sekuritas), which may be established by the Joint Lead Underwriters with consideration to the result of Preliminary Offering, and upon notification to the Company, that will later be appointed by the Company in the Amendments of Agreement.
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Underwriting Agreement Refers to the Initial Public Offering of PT Industri Jamu dan Farmasi Sido Muncul TBK Underwriting Agreement No. 21 dated 9 October 2012, drawn up before Fathiah Helmi, SH., Notary in Jakarta, between the Company and the Joint Lead Underwriters, including the entire amendments and/or additions and/or renewals prepared in the future.
UPL Refers to the abbreviation of Upaya Pemantauan Lingkungan Hidup or Environment Monitoring Efforts.
Written Confirmation Refers to confirmation letters issued by KSEI and/or Custodian Banks and/or Securities Company for the interest of account holders in secondary market.
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SUMMARY The following summary is an integral part of and must be read in conjunction with the more detailed information and financial statements and notes provided in this Prospectus. This summary has been prepared based on facts and considerations that are most material to the Company. All financial information of the Company is stated in the Rupiah currency and is presented in conformity with the Accounting Principles generally accepted in Indonesia. 1. COMPANY OVERVIEW The Company was established in 1975 and is domiciled in Semarang under the name PT Industri Jamu & Farmasi Sido Muncul and is primarily engaged in pharmaceutical and herbal medicine industry and general trading. The Company was established by virtue of Deed No. 21 dated 18 March 1975, drawn up before Kahirman Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Minister of Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39 dated 16 May 2000, SSGRI No. 2240/2000. The Company’s Articles of Association has been amended several time and was last amended by the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 53 dated 11 June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, and has received formalization from the Minister of Justice and Human Rights under No. AHU-33406.AH.01.02. Year 2013 dated 20 June 2013 and was registered in the Company Registry under No. AHU-0058325.AH.01.09. Year 2013 dated 20 June 2013, whereby the shareholders agreed to change the Company’s status from Private Limited Liability Company to Public Limited Liability Company and to add the Company’s business activities and amended by Bapepam-LK Rule No. IX.J.1, Annex to the Decree of Chairman of Bapepam and LK Kep-179/BL/2008 dated 14 May 2008 on the Principles of Articles of Association of Companies Conducting Public Offering of Equity Securities and Public Company (hereinafter referred to as "Regulation. IX.J.1") the Articles of Association in its entirety to conform with Rule No. IX.J.1 and its implementing regulations, which resulted in the change of the Company’s name to “PT Industri Jamu dan Farmasi Sido Muncul Tbk”. and the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before Fatiah Helmi, SH., Notary in Jakarta, and has received formalization from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02 Year 2013 dated 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification of amendments have been received and recorded in the database of Legal Administration of the Ministry of Justice and Human Rights as stated in its letter No. AHU-AH.01.10-41 201 dated 9 October, 2013 regarding Acceptance Notification on the amendment of the Articles of Association and has received formalization from the Minister of Justice and Human Rights No. AHU-0092498.AH.01.09. Year 2013 dated 9 October 2013 regarding the reaffirmation of the status of the company became a publicly listed company, approved the allocation of shares up to 10% of total issuance of new shares under the Employee Stock program (ESA) and the change of article 4, paragraph 1 of the Articles of Association.
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2. INITIAL PUBLIC OFFERING Number of Offered Shares : 1,500,000,000 (one billion five hundred million) ordinary registered shares Nominal Value : Rp100 (one hundred Rupiah) per share Offer Price : Rp [ ] Total Initial Public Offering : Rp [ ] Offering Period : - 2013 Listing Date on the IDX : 2013 Ordinary Registered Shares offered with regard to this Initial Public Offering consist entirely of New Shares from the Company’s portfolio, and will provide their holders with equal and similar rights in all respect with the holders of the Company’s existing issued and fully paid-up shares, including, among others, the rights to receive dividend distributions, the right to cast votes in the GMS convened by the Company, the rights to receive bonus shares and Pre-emptive Rights Issue. The Company’s capital and shareholding structure as of the date of issuance of this Prospectus are as follows:
Description Nominal Value Rp100 per Share Total Shares Nominal Value (Rp) %
Authorized Capital 50,000,000,000 5,000,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidajat 6,750,000,000 675,000,000,000 50.00 • Irwan Hidayat 1,350,000,000 135,000,000,000 10.00 • Sofyan Hidayat 1,350,000,000 135,000,000,000 10.00 • Johan Hidayat 1,350,000,000 135,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 1,350,000,000 135,000,000,000 10.00 • David Hidayat 1,350,000,000 135,000,000,000 10.00 Issued and Paid-up Capital 13,500,000,000 1,350,000,000,000 100.00 Shares in Portfolio 36,500,000,000 3,650,000,000,000 -
The Company hereby conducts the Initial Public Offering at a maximum of 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to Public. The entire shares are offered to the Public at the Offer Price of Rp ( Rupiah) per share, which has to be fully paid upon submission of the SSF. The total value of the Initial Public Offering is Rp ( Rupiah). EMPLOYEE STOCK ALLOCATION PROGRAM Employee Stock Allocation (ESA) Program or the employee share allocation is a program of allocating fixed shares as part of the Company's Initial Public Offering to employees who meet the qualifications of the Company ("ESA Participants ") provided that the Board of Directors, the Board of Commissioners and or major shareholders of the Company are not permitted to participate in ESA programs. Based on the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before Fatiah Helmi, SH., Notary in Jakarta, Shareholders have agreed to allocate shares up to 10% (ten percent) of the Offered Shares, in the framework of an ESA program with respect to the prevailing laws and regulations.
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If all the Offered Shares in the Company's public offering have been sold and the ESA program as described above has been implemented, then the composition of the share capital and the shareholders of the Company before and after the public offering on a proforma basis will be as follows:
Description Nominal Value Rp100 per Share
Before Initial Public Offering After Initial Public Offering Total Shares Nominal Value (Rp) % Total Shares Nominal Value (Rp) %
Authorized Capital 50,000,000,000 5,000,000,000,000 100.00 50,000,000,000 5,000,000,000,000 100.00 Shareholders: • Mrs. Desy Sulistio 6,750,000,000 675,000,000,000 50.00 6,750,000,000 675,000,000,000 45.00 • Irwan Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Sofyan Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Johan Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Mrs. Sandra Linata
Hidajat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • David Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Public - - - 1,350,000,000 135,000,000,000 9.00 • ESA - - - 150,000,000 15,000,000,000 1.00 Issued and Paid-up Capital 13,500,000,000 1,350,000,000,000 100.00 15,000,000,000 1,500,000,000,000 100.00 Shares in Portfolio 36,500,000,000 3,650,000,000,000 - 35,000,000,000 3,500,000,000,000 -
Simultaneously with the listing of new shares from the Initial Public Offering totalling 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares or 10% (ten percent) of the Issued and Paid-up Capital after the Initial Public Offering, the Company, on behalf of the previous shareholders will list on the Stock Exchange a total of 13,500,000,000 (thirteen billion five hundred million) Ordinary Registered Shares owned by the shareholders prior to the Initial Public Offering. Therefore, the total shares to be listed by the Company on the IDX amounted to 15,000,000,000 (fifteen billion) shares, or 100% of the total issued and paid-up capital after this Initial Public Offering. 3. USE OF PROCEEDS Proceeds from the Initial Public Offering, net of issuance fees, will be used in its entirety as follows: 1. Approximately 56% will be used as working capital of the Company to increase the amount of inventory of
raw and auxiliary materials and finished goods of the Company and PT Muncul Mekar.
2. Approximately 42% will be used to fund the Company’s investment activities as detailed below: a. Approximately 55% will be used for the investment of the Company for the purchase of land and
buildings as well as the expansion of the Company's factory that is located in Semarang, including the purchase of machinery to support production activities of Tolak Angin. The Company plans to purchase a land approximately 10 Ha, in which the Company is currently in the midst of negotiations with several parties to purchase the land, construct a new factory as well as purchase of machinery.The Company does not have an affiliate relationship with the parties that conduct the negotiations / transactions with the Company. Construction of a new factory is expected to complete no later than 2016. Meanwhile, the machines that will be purchased are expected to operate in 2014 and are expected to increase the production capacity of Tolak Angin approximately by 100% in 2015.
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b. Approximately 21% will be used for investment in subsidiary, namely PT Muncul Mekar for the purchase a land approximately 18.000 m2 for construction of finished goods warehouse along with its supporting facilities which is located in the district of Semarang The investments will be conducted entirely through a capital increase to PT Muncul Mekar. The purchase of land and construction of warehouse are expected to complete no later than 2016.
c. Approximately 24% will be used for investment in the Subsidiary,namely PT Semarang Herbal Indo Plant, with regard to the purchase of extraction machineries and other supporting equipment such as raw materials extraction machine to support the operations of the Company's raw materials The machines that will be purchased are expected to operate in the end of 2014 and are expected to increase the production capacity approximately by 300%. Currently, the Company is still in negotiation with non-affiliated parties to purchase the machines as well as on the number of units of the machine to be purcharsed. The Company's investments will be conducted entirely through a capital increase in PT Semarang Herbal Indo Plant.
3. Approximately 2% will be used to develop information technology and computerized systems for the Company which is useful to optimize the Company's information technology systems. Currently, the Company is still negotiating the purchase of the computerized information system with several parties who have no affiliation with the Company. The development of information technology and computerized systems are expected to be completed no later than 2016
After receiving the proceeds from the Public Offering, the Company will use the funds in accordance with the use of proceeds as disclosed in the Prospectus. The targeted completion of the investment plan is expected to be made no later than 2016. If proceeds from this public offering are not sufficient for the use of proceeds, the Company will use bank loans and / or third-party financial institutions. Management believes that all funds raised can be absorbed according to plan the use of the funds that have been determined by the Company. The complete information regarding the Use of Proceeds from the Initial Public Offering is presented in Chapter II of this Prospectus. 4. BUSINESS ACTIVITIES OF THE COMPANY In accordance with Article 3 of the Company’s last Articles of Association, by virtue of the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 53 dated 11 June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received approval from the Minister of Justice and Human Rights under No. AHU-33406.AH.01.02.Year 2013 dated 20 June 2013 and was registered in the Company Registry under No. AHU-0058325.AH.01.09.Year 2013 dated 20 June 2013, the scope of the Company’s business activities is to engage in herbal medicine and pharmaceutical industry, trade, ground transportation, services and agriculture.
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a. Production
The Company is committed to develop good herbal medicine (Jamu) manufacturing business by concentrating in maintaining the quality of its products and being innovative in product developments. The proper selection and usage of raw materials, in terms of type, amount and quality will produce good quality of herbal medicine. To actualize this commitment, all plans to release new products are always preceded by literature studies as well as intensive research concerning the safety and efficacy, as well as market sampling. To guarantee the quality of its products, every production process starting from receiving the raw materials until the products are delivered to the consumers are conducted under tight quality controls. b. Marketing
As of the date of issuance of this Prospectus, the Company’s marketing and distribution area coverage includes Sumatera, Jawa, Kalimantan, Sulawesi, Bali, Nusa Tenggara, Maluku and Papua. The marketing and distribution activities are conducted through a marketing network consisting of three marketing offices located in Tambun, Surabaya and Semarang (three stock points) and approximately 100 selling agents. 5. COMPETITIVE ADVANTAGES The Company is one of the large scale herbal medicine company in Indonesia, which together with its Subsidiaries own production units in Central Java and wide distribution network accross Indonesia. The Company has also exported its products to several countries. The Company’s competitive advantages, among others, are as follows: 1. The Company has 72 years of experience, focusing on herbal medicines, herbal food and drinks and natural
raw materials processing. 2. Based on Certificate No.CPOTB. 008/CPOTB/02/3/XI/2000, 009/CPOTB/02/3/XI/2000,
010/CPOTB/02/3/XI/2000, 011/CPOTB/02/3/XI/2000 and 012 / CPOTB/02/3/XI/2000 given by the Director of General Drug and Food Control, Ministry of Health and Social Welfare of Republic of Indonesia on 11 November 2000 and No. GMP certificate. 2181/CPOB/A/XI/00, 2182/CPOB/A/XI/00, 2183/CPOB/A/XI/00, 2184/CPOB/XI/00, which is given by the Director of General Drug and Food Control, Ministry of Health Republic of Indonesia on 7 November 2000, the Company has a license as a traditional medicine and pharmaceutical factory (CPOTB and GMP) that are environmentally friendly. The Company is the only company that has a standard herbal pharmacy.The Company has its own raw material processing facilities and 99% of the raw materials for herbal medicine are derived from Indonesia, in cooperation with 102 farmers groups since 1994.
3. The Company’s main products have undergone research and obtained research certificate for the testing of their safety and efficacy as a form of the Company’s responsibility to the customers.
4. The Company’s main products are market leaders with premium prices. 5. Main product of the Company is one of the market leader 6. The Company is an innovative and progressive company. 7. The Company has 108 local distributors that have been developed since 1972, some of which originated
from SME as well as distributors in several countries. 8. The Company has loyal, dedicated and experienced human resources in research development and
production relating to herbal medicines and herbal food & beverages industry.
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6. THE COMPANY’S BUSINESS STRATEGIES
In the future, the Company plans to invest in, among others: - The purchase of land and building and factory expansion - Subsidiary, i.e. PT Muncul Mekar, with regard to the purchase of land and warehouse construction. - Subsidiary, i.e, PT Semarang Herbal Indo Plant, with regard to the purchase of machineries. - The development of information techology system and computerization in the Company. The Company takes these steps to support the Company’s growing increase and operational activities. In the future, the Company plans to increase the sales of the following products: tolak angin, coffee and milk and alang sari.
7. DIVIDEND POLICY With due consideration to the Company’s financial condition from time to time and without prejudice to the rights of the Company’s General Meeting of Shareholders to decide otherwise in accordance with the Company’s Articles of Association and with due consideration to the prevailing laws and regulations, the Company plans to distribute cash dividend to all shareholders at least once a year at a minimum amount of 20% (twenty percent) of the Company’s profit for the year, commencing on the 2013 fiscal year. The determination of time, amount and nature of the dividend distribution will depend on the recommendations from the Company’s Directors, however there is no guarantee that the Company will be able to distribute dividends whether in the current or future years. The Company’s Directors decision to recommend dividend distribution will be dependent on: a. The Company’s operational result and cash flow; b. The estimated financial performance and working capital requirements of the Company; c. The Company’s business prospects in the future; d. The Company’s capital expenditures and other investment plans; e. Investment planning and other growth; and f. Business and economic condition in general and other factors that are considered relevant by the
Company’s Directors and restrictions on dividend distributions in accordance with the relevant agreements.
There is no negative covenant prohibiting the Company from distributing dividend to the shareholders. If the dividend distribution has been decided, the said dividends will be paid in Rupiah to the Shareholders on the listing date at the full amount of approved dividend and will be subject to withholding tax prevailing in Indonesia. Dividends received by foreign Shareholders will be subject to withholding tax regulations prevailing in Indonesia, which currently is at 20%. The Company’s policy concerning dividend distribution will be determined by the Shareholders in the Annual General Meeting of Shareholders, which convenes annually. The complete information regarding dividend policy is included in Chapter XII of this Prospectus.
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8. BUSINESS RISKS Prospective investors should carefully consider the following risk factors as well as other information contained in this Offering before investing in the Company’s Shares. The risks described below are not the only risks that may affect the Company’s Shares. Certain risks not presently known to the Company or not presently considered material may also affect the Company’s business, cash flow, operational result, financial performance or business prospects. In addition, investment over shares of companies in developing countries such as Indonesia contains risks which may differ from investment over shares of companies in other developed countries. In the event of changes to the global economic, social and political condition, there is a possibility that the price of the Company’s Shares in the stock exchange may decline and investors may face potential loss in their investment. The risks described below are risks that are considered material by the Company and Subsidiaries have been prepared based on their materiality and exposures to the Company and Subsidiaries’ financial performance. A. Business Risks Relating to Operational Activities
1. Risk of Fluctuation in Raw Material Prices as a result of Force of Nature. 2. Risk of Dependency on Senior Management Team. 3. Risk of Business Competition. 4. Risk of Distribution Network and Supply Chain. 5. Risk of Ineffective Marketing Campaign of the Company’s Products. 6. Risk of Defects in Machineries and Equipment. 7. Risk of Defected Products and Product Recalls from the Market. 8. Risk of Human Resources. 9. Risk of Labor Strikes. 10. Risk of Natural Disasters and Fire.
B. Business Risks Relating to Conditions in Indonesia 1. Risk of Changes in the Government’s Policy or Regulations. 2. Rupiah Exchange Rate Fluctuations may Adversely Affect the Company’s Financial Performance and
Investments. 3. Social, Economic, Political and Security Condition.
C. Risks Associated with Investment in the Company’s Shares 1. Risks associated with the limited number of shares offered in the Public Offering. 2. Risks associated with share price fluctuation. 3. Risks associated with the capital market in Indonesia. 4. Risks associated with the limitations of non-controlling interest. 5. Risks associated with dilution. 6. Risks associated with the Company’s ability to distribute dividends in the future. 7. Risks associated with transactions with conflict of interest.
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9. LEGAL PROCEEDINGS ENCOUNTERED BY THE COMPANY As of the date of issuance of this Prospectus, the Company is neither currently nor have ever been involved in civil code lawsuits and/or other disputes in front of the court of law, the Indonesian National Board of Arbitration, or administrative dispute with the authorized government agencies, or commercial court, or tax court, which may have material adverse effect to the Company’s position, role and/or going concern, nor have the Company ever been declared bankrupt. 10. DESCRIPTION OF THE SUBSIDIARIES The Company owns two Subsidiaries as follows:
No. Company Name Business Activities Percentage of
Ownership
Year of Investment
Operational Status
1. PT Semarang Herbal Indo Plant
Industry, Trade, Ground Transportation, Service, Agriculture
99.99% 2012 Active
2 PT Muncul Mekar Trade, Ground Transportation, Agriculture
99.99% 2012 Active
11. KEY FINANCIAL HIGHLIGHTS Presented below are the Company’s key financial highlights which are derived from and/or calculated based on the Company’s financial statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, 2010, 2009 and 2008. Presented below are the Company’s key financial highlights which are derived from and/or calculated based on the Company’s financial statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, 2010, 2009 and 2008 The Company’s Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011 and 2010, which is entirely presented in this Prospectus, were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by Indra Sri Widodo SE, Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with paragraphs anything else, Tanubrata Public Accounting Firm, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) signed by Indra Sri Widodo SE, Ak, CPA, has previously published the Independent Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan and its Subsidiaries as disclosed in Notes 10, 46 and 47 of the consolidated financial statements, the Company's consolidated financial statements republish the above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) has also published the Independent Auditor's Report No. 793/4-S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its Subsidiaries for the seven month period ended July 31, 2013 and the year ended 31 December 2012, 2011 and 2010. In connection with the planned initial public offering of the Company as disclosed in Note 47
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to consolidated financial statements, the Company's consolidated financial statements republish the above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. The Company’s Consolidated Financial Statements for the seven months period ended 31 July 2013 have been reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the need for modifications to the consolidated financial statements for the seven month period ended 31 July 2013 The reports are published in order to be included in the prospectus in accordance with the initial public offering of the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements attached, and are not intended and are not allowed to be used for other purposes. Whereas the Company’s financial statements for the years ended 31 December 2009 and 2008 were audited by Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January 2013, respectively, expressed an unqualified opinion. Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009 and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several accounts in the Statements of Financial Position as of 31 December 2009 and 2008 were reclassified to conform to the presentation of Statements of Financial Position as of 31 December 2012.
Summary of Consolidated Statements of Financial Position (in Millions of Rupiah)
Description 31 July
2013 31 December
2012 2011 2010 2009 2008 Total Assets 1,908,539 2,150,999 1,168,658 890,202 604,472 556,433 Total Liabilities 326,189 846,348 633,314 543,793 429,566 496,651 Total Equity 1,582,350 1,304,651 535,344 346,409 174,906 59,822
Summary of Consolidated Statements of Comprehensive Income
(in Millions of Rupiah)
Description For the Three-Months Period Ended 31 July For the Year Ended 31 December
2013 20121 2012 2011 2010 20092 20082 Sales 1,393,186 1,344,438 2,391,667 2,198,273 1,866,538 1,325,563 1,041,134 Cost of Goods Sold (833,397) (819,753) (1,471,020) (1,320,584) (1,180,604) (1,017,829) (834,807) Gross Profit 559,789 524,685 920,647 877,689 685,934 307,734 206,327 Selling and Marketing Expenses (200,839) (222,548) (336,690) (337,612) (218,599) (129,689) (143,078) General and Administrative Expenses
(67,285) (50,619) (79,604) (101,128) (132,263) (43,220) (35,609)
Other Finance Income 2,094 3,235 5,905 11,215 6,653 26,156 1,776 Other Finance Cost (8,649) (613) (708) (606) (3,875) (27,545) (17,836) Other Income 38,247 4,928 6,628 7,754 5,694 - - Other Expense (43,532) (4,433) (2,557) (2,268) (4,353) - - Profit before Income Tax 279,828 254,635 513,621 455,044 339,191 133,436 11,580 Income Tax Expenses (77,613) (63,683) (126,083) (115,109) (102,022) (38,351) (771) Other Comprehensive Income 5,784 - - - - - - Comprehensive Income for the Year (Net of Tax) 207,999 190,952 387,538 339,935 237,169 95,085 10,809 Note: 1 Unaudited. 2 Given Financial Highlights presented by comparison to 2008, the figures for the 2009 financial year and 2008 is the proforma consolidated in 2009 and 2008 are derived from the financial statements of 2009 and 2008 which have been audited by Public Accountant Hadori Sugiarto Adi & Partners which at that time MM and SHIP financial statements are not consolidated in the financial statements of the Company.
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I. INITIAL PUBLIC OFFERING The Company hereby conducts the Initial Public Offering at a maximum of 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to Public at an Offer Price of Rp ( Rupiah) per share, which has to be fully paid upon submission of the SSF. The total value of the Initial Public Offering is Rp ( Rupiah). Ordinary Registered Shares offered with regard to this Initial Public Offering consist entirely of New Shares from the Company’s portfolio. The Shares will provide their holders with equal and similar rights in all respect with the holders of the Company’s existing issued and fully paid-up shares, including, among others, the rights to receive dividend distributions. The entire Offered Shares will be listed on the Indonesia Stock Exchange. Based on Deed No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, the Company will implement the ESA program by allocating shares up to 10% (ten percent) of the number of Offered Shares, taking into account the legislation in force. The Joint Lead Underwriters and the Underwriters guarantee the entire share offering in Full Commitment in accordance with their respective underwriting portion.
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
Line of Business: Engaged in Traditional Medicine and Pharmaceutical Industry Business
Domiciled in Semarang, Indonesia
Head Office: Menara Suara Merdeka Building, 16th Floor
Jl Pandanaran No.30 Semarang 50134, Indonesia Phone: (+6224) 7692-8811
Fax: (+6224) 7692-8815 E-mail: [email protected] Website: www.sidomuncul.com
Factory: Jl Soekarno Hatta km 28 Bergas Subdistrict, Klepu
Semarang, Indonesia Phone: (+62 298) 523-515
Fax: (+62 298) 523-509
THE PRIMARY RISK FACED BY THE COMPANY IS THE RISK OF FLUCTUATION IN RAW MATERIAL PRICES DUE TO FORCES OF NATURE. THE COMPLETE RISKS FACED BY THE COMPANY ARE DETAILED IN CHAPTER VI OF THIS PROSPECTUS. THE RISK RELATING TO THE OWNERSHIP OF THE COMPANY’S SHARES IS THE ILLIQUIDITY OF THE SHARES OFFERED IN THIS INITIAL PUBLIC OF OFFERING DUE TO THE LIMITED SHARES OFFERED TO PUBLIC. THERE IS A POSSIBILITY THE SHARES TRADED ON THE IDX MAY BE ILLIQUID. THEREFORE, THE COMPANY IS UNABLE TO PREDICT WHETHER THERE WILL BE AN ACTIVE MARKET OR WHETHER THE LIQUIDITY OF THE SHARES WILL BE MAINTAINED.
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The Company was established by virtue of Deed No. 21 dated 18 March 1975, drawn up before Kahirman Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Minister of Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39 dated 16 May 2000, SSGRI No. 2240/2000. The main scope of the Company’s business activities is to engage in pharmaceutical and herbal medicine industry, general trading, ground transportation, services and agriculture. The Company’s Articles of Association has been amended several time and was last amended by the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, whereby the shareholders agreed to change the Company’s status from Private Limited Liability Company to Public Limited Liability Company, regarding the reaffirmation of the status of the company became a publicly listed company, approved the allocation of shares as much as 10% of total issuance of new shares under the Employee Stock Alocation (ESA) and the change of article 4, paragraph 1 of the Articles of Association and has received approval from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification of amendments have been received and recorded in the database of Legal Administration of the Ministry of Justice and Human Rights as stated in its letter No. AHU-AH.01.10-41 201 dated 9 October, 2013 regarding Acceptance Notification on the amendment to the Articles of Association and has received formalization from the Minister of Justice and Human Rights No. AHU-0092498.AH.01.09. Year 2013 dated 9 October 2013 regarding the reaffirmation of the status of the company to be a publicly listed company, approved the allocation of shares up to 10% of total issuance of new shares under the Employee Stock program (ESA) and changes to article 4, paragraph 1 of the Articles of Association. The Company’s capital and shareholding structure as of the date of issuance of this Prospectus are as follows:
Description Nominal Value Rp100 per Share Total Shares Nominal Value (Rp) %
Authorized Capital 50,000,000,000 5,000,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidajat 6,750,000,000 675,000,000,000 50.00 • Irwan Hidayat 1,350,000,000 135,000,000,000 10.00 • Sofyan Hidayat 1,350,000,000 135,000,000,000 10.00 • Johan Hidayat 1,350,000,000 135,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 1,350,000,000 135,000,000,000 10.00 • David Hidayat 1,350,000,000 135,000,000,000 10.00 Issued and Paid-up Capital 13,500,000,000 1,350,000,000,000 100.00 Shares in Portfolio 36,500,000,000 3,650,000,000,000 -
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EMPLOYEE STOCK ALLOCATION PROGRAM Employee Stock Allocation (ESA) Program or the employee share allocation is a program of allocating fixed shares as part of the Company's Initial Public Offering to employees who meet the qualifications of the Company ("ESA Participants ") provided that the Board of Directors, the Board of Commissioners and or major shareholders of the Company are not permitted to participate in ESA programs. Based on the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before Fatiah Helmi, SH., Notary in Jakarta, Shareholders have agreed to allocate shares up to 10% (ten percent) of the Offered Shares, in the framework of an ESA program with respect to laws and regulations applicable. The main objectives of the ESA is so that the Company's employees have a sense of belonging and is expected to increase employees motivation and productivity, which in turn will improve the overall performance of the Companyas an encouragement to increase the corporate value for all stakeholders of the Company. ESA program is implemented in accordance with Bapepam Regulation No. IX.A.7 about Subscription and Allotment of Securities in a Public Offering. ESA Participant: Employees entitled to participate in the ESA program are those who meet the following participation requirements:
1. Being permanent employees and are still actively working as of 31 July 2013 2. Employees are not being borne out in a leave status 3. ESA participant does not include the Board of Directors and Board of Commissioners 4. ESA participant having a minimum 15 years period of employment 5. ESA participant are not subject to any administrative sanctions
Under the ESA Program, the Company will allocate Reward Shares and Fixed Allotment Shares for eligible ESA Participants according to the requirements determined by the Company. The Fixed Allotment Shares that will be given to the ESA Participant is not mandatory by nature, thus, the remaining unsubscribed ESA shares will be offered to The Public. 1. Reward Shares
Reward Shares are shares allocated to 620 employees, free of charge by the Company, that have complied with the criteria and requirement of the company with total maximum shares allocated of 0.2% shares from total ESA stock allocation. Reward Shares will be locked-up for 24 (twenty four) months, calculated as of the listing date of the Company’s shares at the Indonesian Stock Exchange, under the condition if the ESA Participant resigns or is subject to administrative sanctions during the lock-up period, the rights over the Reward Shares will be given to other employees that have complied with the criteria, pursuant to decision of Board of Directors. The Reward Shares at given to the Participants at the same price as the offer price to the public. Any cost related with allocation of reward shares will be borne by the company.
2. Fixed Allotment Shares Fixed Allotment Shares are shares allocated to employees with total maximum of 99.8% shares from total ESA stock allocation. The ESA Participants may subscribe Fixed Allotment Shares at the offer price according to total allocation received by the Participant, with full payment based on the offer price. The ESA participants subscribe to the Fixed Allotment Shares at the same price as the offer price to the public. Any cost related with allocation of fixed allotment shares will be borne by the company.
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Person In Charge for ESA Program Person in charge for ESA Program are the Directors under the supervision of the Board of Commissioners and will be reported in the AGM. The rights of Participation in the ESA program may be terminated if: 1. The employees resign from the Company within the lock-up period, except if such employees are retired. 2. The participants are involved in criminal acts during the lock-up period. 3. The participants return the right to participate in the ESA program to the Company on voluntary basis. In the event that there are shares under ESA program that are not fully allocated due to elimination of employee entitlement, the Company retains the right to determine other ESA participants. There are no additional costs to be borne by the employees who are entitled for the ESA program. The ESA program will be implemented and reported in accordance with the provisions of the prevailaing laws and regulations. Upon sale of the entire shares offered in the Initial Public Offering, the Company’s capital and shareholding structure before and after the Initial Public Offering will be as follows:
Description Nominal Value Rp100 per Share
Before Initial Public Offering After Initial Public Offering Total Shares Nominal Value (Rp) % Total Shares Nominal Value (Rp) %
Authorized Capital 50,000,000,000 5,000,000,000,000 100.00 50,000,000,000 5,000,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy
Sulistio Hidajat 6,750,000,000 675,000,000,000 50.00 6,750,000,000 675,000,000,000 45.00 • Irwan Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Sofyan Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Johan Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Mrs. Sandra Linata
Hidajat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • David Hidayat 1,350,000,000 135,000,000,000 10.00 1,350,000,000 135,000,000,000 9.00 • Public - - - 1,350,000,000 135,000,000,000 9.00 • ESA - - - 150,000,000 15,000,000,000 1.00 Issued and Paid-up Capital 13,500,000,000 1,350,000,000,000 100.00 15,000,000,000 1,500,000,000,000 100.00 Shares in Portfolio 36,500,000,000 3,650,000,000,000 - 35,000,000,000 3,500,000,000,000 -
Simultaneously with the listing of new shares in the Initial Public Offering totalling 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares or 10% (ten percent) of the Issued and Paid-up Capital after the Initial Public Offering, the Company, on behalf of the previous shareholders will list on the Stock Exchange a total of 13,500,000,000 (thirteen billion five hundred million) Ordinary Registered Shares owned by the shareholders prior to the Initial Public Offering. Therefore, the total shares to be listed by the Company on the IDX amounted to 15,000,000,000 (fifteen billion) shares, or 100% of the total issued and paid-up capital after this Initial Public Offering.
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EFFECTIVE STATEMENT AND LISTING OF THE COMPANY’S SHARES ON THE IDX The Company will register a total of 1,500,000,000 (one billion five hundred million) ordinary registered shares on the IDX. The total shares to be registered on the IDX equals to the entire or 100% (one hundred percent) of the Company’s shares which have, and will be issued and paid-up after the Initial Public Offering. The offered shares in this Initial Public Offering are to be registered on the IDX in accordance with the Preliminary Securities Registration Agreement entered into between the Company and IDX on 24 July 2013, subject to the satisfaction of the registration requirements as determined by the IDX, among others concerning the number of individual and institutional Shareholders at IDX and each Shareholder holding at least 1 (one) unit of share. In the event that the share registration requirements are not met, the Initial Public Offering is null and voidby law and the subscription fund received shall be returned to the subscribers in accordance with the provisions of the Capital Market Law. Ny. Desi Sulistio, Irwan hidayat, Sofyan Hidayat, Johan Hidayat, Ny. Sandra Linata Hidajat and David Hidayat (the founders) either severally or jointly will not sell their shares more than 9% of the Company paid up capital after the public offering for the period of 6 (six) months from the date listed on IDX. THE COMPANY HAS NO INTENTION TO ISSUE OR REGISTER NEW SHARES AND OR OTHER SECURITIES CONVERTIBLE TO SHARES DURING THE PERIOD OF 12 (TWELVE) MONTHS FOLLOWING THE EFFECTIVE DATE THE REGISTRATION STATEMENT.
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II. USE OF PROCEEDS Proceeds from the Initial Public Offering, net of issuance fees, will be used in its entirety as follows: 1. Approximately 56% will be used as working capital of the Company to increase the amount of inventory of
raw and auxiliary materials and finished goods of the Company and PT Muncul Mekar.
2. Approximately 42% will be used to fund the Company’s investment activities as detailed below:
a. Approximately 55% will be used for the investment of the Company for the purchase of land and buildings as well as the expansion of the Company's factory that is located in Semarang, including the purchase of machinery to support production activities of Tolak Angin. The Company plans to purchase a land approximately 10 Ha, in which the Company is currently in the midst of negotiations with several parties to purchase the land, construct a new factory as well as purchase of machinery.The Company does not have an affiliate relationship with the parties that conduct the negotiations / transactions with the Company. Construction of a new factory is expected to complete no later than 2016. Meanwhile, the machines that will be purchased are expected to operate in 2014 and are expected to increase the production capacity of Tolak Angin approximately by 100% in 2015.
b. Approximately 21% will be used for investment in subsidiary, namely PT Muncul Mekar for the purchase a land approximately 18.000 m2 for construction of finished goods warehouse along with its supporting facilities which is located in the district of Semarang The investments will be conducted entirely through a capital increase to PT Muncul Mekar. The purchase of land and construction of warehouse are expected to complete no later than 2016.
c. Approximately 24% will be used for investment in the Subsidiary, namely PT Semarang Herbal Indo
Plant, with regard to the purchase of extraction machineries and other supporting equipment such as raw materials extraction machine to support the operations of the Company's raw materials The machines that will be purchased are expected to operate in the end of 2014 and are expected to increase the production capacity approximately by 300%. Currently, the Company is still in negotiation with non-affiliated parties to purchase the machines as well as on the number of units of the machine to be purcharsed. The Company's investments will be conducted entirely through a capital increase in PT Semarang Herbal Indo Plant.
3. Approximately 2% will be used to develop information technology and computerized systems for the Company which is useful to optimize the Company's information technology systems. Currently, the Company is still negotiating the purchase of the computerized information system with several parties who have no affiliation with the Company. The development of information technology and computerized systems are expected to be completed no later than 2016
After receiving the proceeds from the Public Offering, the Company will use the funds in accordance with the use of proceeds as disclosed in the Prospectus. The targeted completion of the investment plan is expected to be made no later than in 2016.
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If proceeds from this public offering are not sufficient for the use of proceeds, the Company will use bank loans and / or third-party financial institutions.
Management believes that all funds raised can be absorbed according to plan the use of the funds that have been determined by the Company.
The Company’s management represent that all the use of proceeds from the Initial Public Offering shall conform to the prevailing laws and regulations. The Company shall submit an accountability report on the realization of the proceeds from the Public Offering on a periodical basis to the shareholders in the GMS and report to OJK on a quarterly basis in accordance with Rule No. X.K.4. Annex to the Decree of Chairman of Bapepam and LK No. Kep-27/PM/2003 dated 17 July 2003, about the Report of the Use of Proceeds from Public Offering (hereinafter referred to as “Rule No. IX.K.4).The Company is also required to report the actualization of the use of proceeds from this Public Offering on a periodical basis to the IDX, as set forth in Rule No. I-E Annex to the Decree of PT Bursa Efek Jakarta Board of Directors No. Kep-306/BEJ/07-2004 regarding Obligation on Information Submission.
The use of proceeds from this Initial Public Offering will be conducted in conformity with the prevailing Capital Market Law.
If, at any time hereafter the Company intends to change the planned use of proceeds from this Initial Public Offering, the Company shall report such plan to the OJK, stating the reason and consideration for such change after first obtaining the approval of the GMS.
Pursuant to the Circular Letter that issued by Bapepam and LK No. SE-05/BL/2006 dated 29 September 2006 on Disclosure of Information on Costs Incurred in an Initial Public Offering, the estimated cost incurred by the Company in this Initial Public Offering is approximately % of the total proceeds from the Initial Public Offering, which includes:
Underwriters Fee totaling %, which consists of: o Management fee of % o Underwriting fee of %, and o Selling fee of %
Capital Market Supporting Professionals Fee totaling %, which consists of: o Public Accountant % o Legal Consultant % o Notary %, and o Appraiser %
Other Consultants Fee % Capital Market Supporting Institutions Fee totaling %, which consists of :
o Shares Administration Bureau of %, and o Indonesia Stock Exchange %, and KSEI %
Other costs (among others: printing, advertisements and photocopy) % In the event that the use of proceeds constitutes a material transaction and/or affiliated transaction or transactions with conflict of interests, the Company, in its conduct, will adhere to the provisions set forth in Rule No. IX.E.2 Annex to the Decree of Chairman of Bapepam and LK No. IX.E.2 dated 28 November 2011 on Material Transactions and Change Core Business (hereinafter referred to as "Regulation. IX.E.2) and / or Bapepam-LK. IX.E.1, Attachment and the Decision of the Chairman of Bapepam LK. Kep-412/BL/2009 dated 25 November 2009 on Affiliate Transactions and Conflict of Interest Transactions (hereinafter referred to as "Regulation. IX.E.1). The Company is also required to report the use of proceeds from the Public Offering periodically to the Stock Exchange as defined in Regulation No.1-E Decision of the Board of Directors Appendix IE Jakarta Stock Exchange No: Kep-306/BEJ/07-2004 About requirement to Submit Information.
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III. INDEBTEDNESS Information on liabilities as of 31 July 2013 presented below are based on the Company’s financial statements for the 7 (seven) months period ended 31 July 2013, audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited), signed by Indra Sri Wwidodo SE, Ak, CPA, which expressed an unqualified opinion in its report dated 28 October 2013. As of 31 July 2013, the Company’s total liabilities amounted to Rp326,189 million with the following details:
(in millions of Rupiah) Description Total LIABILITIES Current Liabilities Current Bank Loans Trade Payables
112,339
Third Parties 110,740 Related Parties 15,095
Other Payables Other Current Liabilities 21,537 Related Parties 18,082
Taxes Payable Corporate Income Tax 32,210 Other Taxes 11,590
Accrued Expenses 1,846 Advance Received 694
Total Current Liabilities 324,133 Non-Current Liabilities Employee Benefit Obligations 2,056
Total Non-Current Liabilities 2,056 TOTAL LIABILITIES 326,189
1. Current Bank Loans
This account consists of:
(in millions of Rupiah) Description Total • PT Bank Central Asia Tbk
Time loan revolving 70,000 Bank statement loan 42,339
• PT Bank Ekonomi Raharja Tbk Time loan payment - Bank statement loan -
Total 112,339 PT Bank Central Asia Tbk On 28 September 2010, the Company obtained a loan facility from PT Bank Central Asia Tbk as stated in the Credit Agreement number 616/353/KRD/SMG/10 and the Credit Agreement No. 10 dated 16 November 2007, in which both agreements are combined and expressed back through Deed of Amendment and Restatement of Credit Agreement No. 150 dated 16 March 2012 as amended through Amendment to Credit Agreement No. 138 dated 21 December 2012 and No. 86 dated 18 January 2013 and No.14 dated 6 February 2013.
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The loan facility consists of:
a. Local Credit Facility (Current Account) with a maximum limit of Rp200,000 million which is valid until 16 November 2013 with interest rate of 8.5% per year.
b. Omnibus Facility Letter of Credit (L/C), which consists of Sight L/C and Usance L/C with a maximum limit of Rp20,000 million which is valid until 16 November 2013 the Commission L/C 0.2% p.a calculated from the value L/C issued and Acceptance Commission of 0.6% p.a.
c. Time Loan Revolving facility with a maximum limit of Rp300,000 million which is valid up to 21December 2013 with interest rate of 8.5% per year.
On December 31, 2012, the maximum Time Loan Revolving facility has been withdrawn and is still outstanding.
Collateral for the credit facility include, among others: 1. Three plots of land on Highway Kaligawe KM 3, Semarang, Central Java, registered under the name of
Sulistio Hidayat Desy, Irwan Hidayat, Jonatha Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidayat and Rudy (David) Hidayat.
2. A plot of land in Jalan Raya No. Cipete. 81, South Jakarta, DKI Jakarta, registered under the name of Irwan Hidayat.
3. A plot of land in Jalan Raya No. Cipete. 78, South Jakarta, DKI Jakarta, registered under the name of Desy Lady Sulistio Hidayat.
4. A plot of land in Jalan Desa Benoa, Kuta, Badung, Bali,registered under the name of PT Hotel Candi Baru.
5. A plot of land in the Village Bergas Kidul, Semarang, is registered under the name of PT Industri Jamu dan Farmasi Sido Muncul.
6. Five plots of land in Muktiharjo, Semarang, registered under the name of PT Industri Jamu dan Farmasi Sido Muncul.
7. Fifteen plots of land in the Kelurahan Diwak and Kelurahan Bergas Kidul, Semarang,registered under the name of Herbal Medicine and Pharmaceutical Industry PT Muncul Mekar.
8. A plot of land in Kelurahan Bergas Kidul, Semarang, registered under the name of PT Industri Jamu dan Farmasi Sido Muncul.
9. Machinery tools and equipment in the Village Ngempon, Bergas Kidul, Semarang.
As long as the loan has not been repaid, the Company is not allowed to distribute dividends to the shareholders (if the Company's financial condition does not meet the required financial covenant ). This provision is no longer applicable if the Company becomes Public Listed. On July 31, 2013, the Local Credit Facility (Bank Statement) with a maximum limit of Rp200,000 million, the balance of unused Credit Facilities amounted to Rp157,661 million. This credit facility bears interest rate of 8.5% per annum to be paid on the 1st of each month and will mature on November 16, 2013. On July 31, 2013, the Company has withdrawn Rp70,000 million from the Time Revolving Loan Facility with a maximum limit of Rp300,000 million. This credit facility will be paid no later than December 19, 2013 and will mature on December 21, 2013. On July 31, 2013, the Company has not used Omnibus Letter of Credit (L/C) facility, which consists of Sight L/C and Usance L/C with a maximum limit of Rp20,000 million. Omnibus L/C facility will mature on November 16, 2013.
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Commitments that shall be performed by the Company are as follows: a. All credit facilities of the Company on joint borrower, cross default and cross collateral with all HCB facilities
and this condition may be revoked after the entire HCB facility has been repaid; b. The MM and SHIP stock purchase transactions and the increase the Company's paid-in capitalof at least
Rp. 800,000 million should be reflected in the Audited Financial Statements of the Company in 2012; c. A minimum of 99% shares in SHIP and MM must be owned by the Company; d. The Company shall retain a majority shareholding by the Hidayat family, a minimum of 75% (seventy five
percent) either directly or indirectly; e. Most of the financial activities of the Company shall be performed by BCA; f. The Company shall subordinate the shareholders’ / affiliates’ loans (both existing and future loans) against
the loans in BCA; g. The Company must insure the collateral on the insurance carrier that can be accepted by BCA with
a minimum of property all risk including force majeure with Bankers Clause of BCA; h. The Company shall maintain the financial covenants in the Company's quarterly financial statements, as
follows: Current Ratio at a minimum of 1.5 x (Definition of Current Assets and Current Liabilities in accordance
with the Audited Financial Statements); Debt/Equity Ratio at a maximum of 2x; EBITDA (Interest + Installment) at a minimum of 2,5x; Mandatory submission:
- Audited Financial Statements for the years 2010 and 2011 that were audited by the independent accounting firm acceptable to BCA no later than March 31, 2013;
- Audited Financial Statements for the year 2012 onwards (parent company version and consolidated version) no later than 180 (one hundred eighty) calendar days after the closing date;
- Quarterly internal financial statements no later than 90 (ninety) calendar days from the reporting date;
- Appraisal report made by an Independent Appraisal acceptable to BCA at least every 2 years. Contigencies that shall not be performed by the Company are as follows:
a. Obtain additional loans from banks or other financial institutions, and bind themselves as the party /
guarantor inany form and names; b. Sell, lease or mortgage immovable principal or principal assets that are being used to run the business; c. Transfer all patent brands, goodwill owned directly and indirectly; d. Distribute dividends payment to shareholders (this clause is not valid if the Company has conducted IPO); e. Provide loan to others (outside the business group), except to run the day-to-day business; f. Perfrom transactions with someone or a certrain party including but not limited to its affiliated companies in
different ways or outside the normal practices and norms; g. Invest, involve or open a new business in addition to its existing business; h. Consolidation, dissolution, merger, acquisition or liquidation; i. Change the legal status and articles of association.
The Credit Facility Letter (SPPK) No. 10037/GBK/2013 dated 30 January, 2013 issued by BCA, stated that the change in legal status to a public company has been approved and also BCA waived the restriction on dividend distribution.
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PT Bank Ekonomi Raharja Tbk Based on Notarial Deed Mrs. Angelique Tedjajuwana, S.H., No. 31 dated February 19, 1997, the Company obtained a short-term bank loans of PT Bank Ekonomi Raharja Tbk form of Acceptance Loan facility. The agreement has been amended several times, most recently by recognition Debt Conversion Agreement No. 3 dated September 1, 2004 by Notary S.Y. Judiastuti, S.H., and amended by letter of credit Extension Amendment of PT Bank Ekonomi Raharja Tbk, Number: 80100096/PRK-PA dated February 19, 2009, Acceptance Loan (PA) facilities with a ceiling of Rp4,500 Loan and Bank Statement Loan (PRK) facility of Rp500 from February 19, 2009 to February 19, 2010. The loan bears interest at 9.75% per annum.
1. Trade Payables
Trade payables mainly consists of payables for the purchase of raw materials and finished goods from several domestic and international suppliers, purchases of goods, advertising and promotion services and other services. The Company’s trade payables as of 31 July 2013 are as follows:
(in millions of Rupiah) Description Total Third Parties • PT DNP Indonesia 9,863 • PT Indesso Niagatama 9,457 • PT Hokiwan Farma 9,423 • PT Nutrasweet Indonesia 8,325 • PT Artha Manis Abadi 4,976 • Bejo Iskandar (Ody Karya) 4,381 • Naturoz 3,695 • PT Mane Indonesia 3,652 • PT Dian Cipta Perkasa 3,439 • PT Menjangan Sakti 3,472 • PT Ekacitta Dian Perkasa 3,156 • Rachmad 2,749 • PT Karsavicta Satya 2,665 • Yanuar Susanto 2,345 • CV Bhakti Pratama 2,139 • Samudra Montaz 1,978 • Grand Multi Chemical 1,850 • Signa Husada 1,796 • Lili 1,487 • CV Tani Kawan Lama 1,320 • PT Nusa Indah 1,272 • CV Surya Kencana 1,262 • Mitra Kimia Guna Serasi 1,239 • PT Madu Sumbawa Asli 1,087 • Armananta Eka Putra - • Damai Rukun Bersama 801 • Hendriyanto 778 • PT Lautan Luas 658 • Mitra Kimia Guna Serasi 1,239 • PT Brenntag 248 • Pancaran Niaga - • PT Halim Sakti Pratama 963 • CV Sido Mulyo - • Agus Kristanto - • Indolakto 1,055 • PT Pajasama Sakti - • Others (each below Rp1 billion) 17,687
Sub Total 110,740 Related Parties • PT Muncul Putra Offset 15,095 Total 125,835
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3. Other Payables The Company’s Other Payables as of 31 July 2013 are as follows:
(in millions of Rupiah) Description Total Third Parties • Sales Warranty 10,175 • Armananta Eka Putra 5,505 • Jamsostek 6 • Outlet Bonus 2,763 • E & E Verfahrenstechnik GmbH - • Others (each below Rp1 billion) 3,088 Sub Total 21,537 Related Parties • Shareholders 16,375 • PT Muncul Armada Raya 1,707 Total 39,619
4. Taxes Payable
The Company’s Taxes Payables as of 31 July 2013 are as follows: a. Prepaid Taxes
(in millions of Rupiah) Description Total Corporate • Income Tax Article 28a 1,999 Subsidiaries • Income Tax Article 28a 503 Total 2,502
b. Taxes Payable
(in millions of Rupiah) Description Total Consolidated Corporate Income Tax • Income Tax Article 25 9,748 • Income Tax Article 29 22,462 Corporate Income Tax - Company • Income Tax Article 25 8,838 • Income Tax Article 29
31 July 2013 13,199 31 December 2012 722 31 December 2011 - 31 December 2010 - 31 December 2009 -
Subsidiaries • Income Tax Article 25 910 • Income Tax Article 29
31 July 2013 8,440 31 December 2012 11 31 December 2011 58 31 December 2010 32 31 December 2009
Consolidated Other Taxes • VAT Out 8,459 • Income Tax Article 21 1,245 • Income Tax Article 22 43 • Income Tax Article 23 1,481 • Income Tax Article 26 284
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(in millions of Rupiah) Description Total • Income Tax Article 4 (2) 78 Other Taxes - Company • VAT Out 7,698 • Income Tax Article 21 830 • Income Tax Article 22 43 • Income Tax Article 23 1,444 • Income Tax Article 26 122 • Income Tax Article 4 (2) 78 Subsidiaries • VAT Out 761 • Income Tax Article 21 415 • Income Tax Article 23 37 • Income Tax Article 26 162 • Income Tax Article 4 (2) - Total 23,210
5. Accrued Expenses
This account consist of:
(in millions of Rupiah) Description Total Advertising Expense 384 Shipment - Salary Cost 606 Accountant Honorarium 391 Transportation Cost 465 Others (each below Rp100 million) - Total 1,846
6. Advance Received
This account consists of:
(in millions of Rupiah) Description Total Advance Received 694 Total 694
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7. Post Employment Benefit Obligations
In accordance with Law No. 13 Year 2003 dated 25 March 2003 regarding the Company’s liabilities with regard to termination of employment, the Company has formed a self-managed reserve fund to fulfill the liabilities. As of 31 July 2013, the amount of post-employment benefit obligation was Rp2,056 million.
The Company’s liabilities as of 31 July 2013 have been fully disclosed in this Prospectus. As of the date of issuance of this Prospectus, the Company has settled its matured liabilities. As of 31 July 2013 up to the date of independent auditor’s report, and subsequent to the date of such independent auditor’s report up to the Effective Date of the Registration Statement, the Company has no other liabilities and other commitments other than liabilities that arise from the Company’s normal course of business and the liabilities which have been previously stated and disclosed in the Financial Statements in the Prospectus. Through the systematic management of assets and liabilities and the expected increase of operational results in the future, the Company’s management represented its ability to duly meet all its liabilities in accordance with the prevailing terms and condition. As of the date of issuance of this Prospectus, there are no negative covenants imposed which may adversely affect the rights of the public shareholders.
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IV. KEY FINANCIAL HIGHLIGHTS Presented below are the Company’s key financial highlights which are derived from and/or calculated based on the Company’s financial statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, 2010, 2009 and 2008 The Company’s Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, and 2010, which is entirely presented in this Prospectus , were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners ( a member firm of BDO International Limited ) by Indra Sri Widodo SE , Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with paragraphs anything else, Tanubrata Public Accounting Firm , Sutanto , Fahmi & Partners (a member firm of BDO International Limited ) signed by Indra Sri Widodo SE, Ak , CPA , has previously published the Independent Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan and its Subsidiaries as disclosed in Notes 10 , 46 and 47 of the consolidated financial statements, the Company's consolidated financial statements republish the above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners ( a member firm of BDO International Limited ) has also published the Independent Auditor's Report No. 793/4-S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the year ended 31 December 2012, 2011 and 2010. In connection with the planned initial public offering of the Company as disclosed in Note 47 to consolidated financial statements , the Company's consolidated financial statements republish the above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. The Company’s Consolidated Financial Statements for the seven months period ended 31 July 2013 have been reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the need for modifications to the consolidated financial statements for the seven month period ended 31 July 2013 The report are published in order to be included in the prospectus in accordance with the initial public offering of the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements attached, and are not intended and are not allowed to be used for other purposes. Whereas the Company’s financial statements for the years ended 31 December 2009 and 2008 were audited by Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January 2013, respectively, expressed an unqualified opinion. Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009 and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several accounts in the Statements of Financial Position as of 31 December 2009 and 20092008 were reclassified to conform to the presentation of Statements of Financial Position as of 31 December 2012.
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Consolidated Statements of Financial Position (in millions of Rupiah)
Description 31 July 2013 31 December 2012 2011 2010 20091 20081
Assets Current Assets Cash and Cash Equivalents 26,122 410,731 121,574 277,316 128,767 16,170 Trade Receivables
Third Parties 300,553 260,923 207,725 167,098 99,171 88,432 Related Parties 314 - 212 4 5,675 12,143
Other Current Asset Third Parties 349 312 77 235 515 26 Related Parties 144,727 665,454 180,564 - - 444 Inventory 257,172 235,540 206,277 172,389 172,597 302,282 Prepaid Taxes 2,502 1,140 2,254 1,580 327 886 Advance Payments 9,273 9,590 12,508 14,793 20,272 11,831 Prepaid Expenses 1,706 1,160 12,608 154 - - Investment 614,563 - - - - - Restricted Cash - - - 5,558 - - Total Current Assets 1,357,281 1,584,850 743,798 639,127 427,324 432,214 Non-Current Assets Down payment for the purchase
of Fixed Assets 34,596 17,277 8,999 22,363 - -
Deferred Tax Assets 2,654 5,025 7,082 11,686 8,910 5,879 Investment in Associates - 101,903 101,754 - - - Investments 60 - - - - - Fixed Assets 513,730 441,794 306,846 216,563 168,033 117,466 Other Non-Current Assets 218 150 179 463 205 874 Total Non-Current Assets 551,285 566,149 424,860 251,075 177,148 124,219 Total Assets 1,908,539 2,150,999 1,168,658 890,202 604,472 556,433 Liabilities and Equities Current Liabilities Short-term Bank Loan 112,339 298,797
139 - - 13,150
Trade Payables Third Parties 110,740 192,776 124,174 84,324 119,327 76,598 Related Parties 15,095 - 31,139 14,320 14,807 14,678
Other Payables Third Parties 21,537 48,041 235 5,554 209 1,301 Related Parties 18,082 39,441 856 1,203 213 -
Taxes Payable Corporate Income Taxes 32,210 159,819 101,421 112,973 30,025 3,432 Other Taxes 11,590 78,327 9,396 30,353 3,055 2 Accrued Expenses 1,846 19,440 55,508 17,876 5,125 4,289 Sales Advances 694 960 35,246 179 527 511 Loan to Shareholders – current
portion - - 2,000 - - -
Current portion of non-current liabilities:
Bank - 83 500 500 1,753 - Lease Payables - - 53 75 - -
Total Current Liabilities 324,133 837,684 360,667 267,357 175,041 113,961 Non-Current Liabilities Loan to Shareholders - - 252,898 235,032 153,817 177,872 Employee Benefit Obligation 2,056 8,664 19,662 40,578 30,708 18,017 Non-Current Liabilities, net of
current portion:
Bank - - 83 583 70,000 186,701 Lease Payables - - 4 243 - 100
Total Non-Current Liabilities 2,056 8,664 272,647 276,436 254,525 382,690 Total Liabilities 326,189 846,348 633,314 543,793 429,566 496,651 Equity Share Capital Authorized Capital Issued and Paid-up Capital 1,350,000 1,130,000 36,000 36,000 36,000 36,000 Paid-in Capital (1,793) - - - - -
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(in millions of Rupiah)
Description 31 July 2013 31 December 2012 2011 2010 20091 20081
Other Equity Components - (1,793) 59,325 50,325 29,325 9,328 Unrealized gain on financial
assets available for sale 5,784 - - - - - Retained Earnings 228,357 176,442 440,017 260,082 109,579 14,494 Equity attributable to the parent
entity 1,582,348 1,304,649 535,342 346,407 174,904 - Non-Controlling Interest 2 2 2 2 2 - Total Equity 1,582, 350 1,304,651 535,344 346,409 174,906 59,822 Total Liabilities and Equity 1,908,539 2,150,999 1,168,658 890,202 604,472 556,473
Note: 1Given the financial highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma consolidated in 2009 and 2008 derived from the 2009 and 2008 financial statements which have been audited by Public Accountant Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements of the Company. Consolidated Statements of Comprehensive Income
(in millions of Rupiah)
DESCRIPTION For the Three Months Period
ended 31 July For the Year Ended 31 December
2013 20121 2012 2011 2010 20092 20082 Sales 1,393,186 1,344,438 2,391,667 2,198,273 1,866,538 1,325,563 1,041,134 Cost of Goods Sold and
Direct Cost (833,397) (819,753) (1,471,020) (1,320,584) (1,180,604) (1,017,828) (834,807) Gross Profit 559,789 524,685 920,647 877,689 685,934 307,734 206,327 Selling and Marketing
Expenses 200,836 (222,548) (336,690) (337,612) (218,599) (129,689) (143,077) General and
Administrative Expenses (67,285) (50,619) (79,604) (101,128) (132,263) (43,220) (35,609)
Other Finance Income 2,094 3,235 5,905 11,215 6,653 26,156 1,776 Other Finance Cost (8,649) (613) (708) (606) (3,875) (27,545) (17,836) Other Income 38,247 4,928 6,628 7,754 5,694 - - Other Expense (43,532) (4,433) (2,557) (2,268) (4,353) - - Profit (Loss) Before
Income Tax 279,828 254,635 513,621 455,044 339,191 133,436 11,580 Income Tax Benefit
(Expense)
Current 75,242 61,626 124,026 110,505 104,798 (41,392) (6,650) Deferred 2,371 2,057 2,057 4,604 2,776 3,040 5,879
Income Tax - Net (77,613) (63,683) (126,083) (115,109) (102,022) (38,352) (771) Profit before
Comprehensive Income
202,215 190,952 387,538 339,935 237,169 95,085 10,809
Other Comprehensive Income
Other Comprehensive Income
5,784 - - - - - -
Total Comprehensive Income for the Year (Net of Tax) 207,999 190,952 387,538 339,935 237,169 95,085 10,809
Profit for the Year Attributable to:
Owners of Parent Entity
207,999 190,952 387,538 339,935 237,169 - -
Non-controlling Interest
0.12 0.01 0.02 0.02 0.01 - -
Total 207,999 190,952 387,538 339,935 237,169 95,085 10,809
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Total Comprehensive Income Attributable to: Owners of Parent Entity
207,999 190,952 387,538 339,935 237,169 - -
Non-controlling Interest
0.12 0.01 0.02 0.02 0.01 - -
Total 207,999 190,952 387,538 339,935 237,169 95,085 10,809 Basic Earnings per
Share Attributable to Owners of Parent Entity (in full Rp) 15 5,304,223 342,954 9,442,638 6,588,028 - -
Note: 1 Unaudited. 2 Given the Financial Highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma consolidated in 2009 and 2008 derived from the 2009 and 2008 financial statements which have been audited by Public Accountant Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements of the Company. Key Financial Ratios (Unaudited)
Description 31 July 2013 31 December 2012 2011 2010 20091 20081
Growth Ratio Sales 3.63% 8.80% 17.77% 40.81% 27.32% N/A Cost of Goods Sold and Direct Cost 1.66% 11.39% 11.86% 15.99% 21.92% N/AGross Profit 6.69% 4.89% 27.96% 122.90% 49.15% N/ASelling and Marketing Expense -9.76% -0.27% 54.44% 68.56% -9.36% N/AGeneral and Administrative Expense 32.92% -21.28% -23.54% 206.02% 21.37% N/AOther Finance Income -35.27% -47.35% 68.57% -74.56% 1372.75% N/AOther Finance Cost 1310.93% 16.83% -84.36% -85.93% 54.43% N/AOther Income 676.12% -14.52% 36.18% N/A N/A N/A Other Expense 882.00% 12.74% -47.90% N/A N/A N/A Profit before Income Tax 9.89% 12.87% 34.16% 154.20% 1052.21% N/ATotal Comprehensive Income for the
Year (Net of Tax) 8.93% 14.00% 43.33% 149.43% 779.60% N/A
Financial Ratio Liabilities/Equity 0.21x 0.65x 1.18x 1.57x 2.46x 8.30x Liabilities/Assets 0.17x 0.39x 0.54x 0.61x 0.71x 0.89x Current Assets/Current Liabilities
2.29x 1.89x 2.06x 2.39x
2.44x
3.79x EBITDA/Interest 40.15x 13517.34x 3700.57x 96.63x 95.07x 0.28x Profitability Ratio Total Gross Profit/Sales 40.18% 38.49% 39.93% 36.75% 23.22% 19.82% Total Comprehensive Income/Sales 14.92% 16.20% 15.46% 12.71% 7.17% 1.04% Total Comprehensive Income/Total
Assets 10.89% 18.02% 29.09% 26.64% 15.73% 1.94%
Total Comprehensive Income/Total Equity
13.14% 29.70% 63.50% 68.47% 54.36% 18.07%
Note: 1Given financial highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma consolidated in 2009 and 2008derived from the 2009 and 2008 financial statements which have been audited by Public Accountant Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements of the Company.
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Based on the Credit Facility Agreement with BCA, the Company is required to maintain financial covenants on a quarterly financial report as follows: i. Current Ratio at a minimum of 1,5x; ii. Debt/Equity Ratio at a maximum of 2x; and iii. EBITDA (Interest + Installment) at a minimum of 2,5x. The Company has complied all financial covenants in the consolidated financial statements as of July 31, 2013.
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V. MANAGEMENT’S DISCUSSION AND ANALYSIS The Management’s Discussion and Analysis presented in this chapter should be read in conjunction with the Summary of Key Financial Information, the Company’s consolidated financial statements and the accompanying notes, which are presented in this Prospectus. The Company’s financial statements are presented in conformity with the Indonesian Statement of Financial Accounting Standards. The Company’s Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, and 2010, which is entirely presented in this Prospectus, were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by Indra Sri Widodo SE, Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with paragraphs anything else, Tanubrata Public Accounting Firm, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) signed by Indra Sri Widodo SE, Ak, CPA, has previously published the Independent Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan and its Subsidiaries as disclosed in Notes 10, 46 and 47 of the consolidated financial statements, the Company's consolidated financial statements republish the above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) has also published the Independent Auditor's Report No. 793/4-S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the year ended 31December 2012, 2011 and 2010. In connection with the planned initial public offering of the Company as disclosed in Note 47 to consolidated financial statements, the Company's consolidated financial statements republish the above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. The Company’s Consolidated Financial Statements for the seven months period ended 31 July 2012 have been reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the need for modifications to the consolidated financial statements for the seven month period ended 31July 2012. The report are published in order to be included in the prospectus in accordance with the initial public offering of the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements attached, and are not intended and are not allowed to be used for other purposes. Whereas the Company’s financial statements for the years ended 31 December 2009 and 2008 were audited by Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January 2013, respectively, expressed an unqualified opinion. Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009 and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several accounts in the Statements of Financial Position as of 31 December 2009 and 2009, 2008 were reclassified to conform to the presentation of Statements of Financial Position as of 31 December 2012.
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1. General The Company was established in 1975 and is domiciled in Semarang under the name PT Industri Jamu & Farmasi Sido Muncul and is primarily engaged in pharmaceutical and herbal medicine industry and general trade. Currently, the Company owns a factory located at Jl. Soekarno Hatta km 28, Bergas Sub-District, Klepu, Semarang. The total area of the Company’s factory is 304,425m2 with total building area of approximately 85,975 m2. From the early stage of the factory construction, the Company has planned to segregate the areas by function. The factory area consists of factory building with total area of 82,675 m2, Agro tourism section with total area of 12,814 m2 while the remaining areas serve as the factory environmental support. 2. Factors Affecting the Company’s Financial and Operational Condition
2.1 Indonesia’s Economic Condition
Indonesia’s economic condition has insignificant influence to the Company’s financial and operational condition. During the period from 1998 to 2000, when Indonesia suffered from economic crisis, the Company managed to maintain sound growth. With solid financial foundation, the Company did not only manage to survive but also thrived when the economic crisis hit Indonesia. During the past three years, Indonesia’s economic condition demonstrated positive climate with an average growth of approximately 6% per year. If the condition persists, it is estimated that Indonesia will rank seven in the world’s economic forces within the next 17 years (BPS, World Bank, IMF and consensus of various sources). Economic growth is indicated by the growth of society’s income per capita. The improvement of Indonesia’s economy and the improvement of society’s purchasing power in general will affect the Company’s sales to a tendency of growth. This condition will provide a positive impact to the Company’s growth.
2.2 Sales Performance of the Company’s Products The Company diversifies its products to herbal food and beverages. Aside from product diversification, the Company also implements other strategy to maintain the performance of its products, i.e., continuous innovation. It can hardly be denied that the tradition of drinking jamu has diminished in society. The challenge encouraged the Company to continue to innovate, one of which by producing common cold remedy herb, Tolak Angin. Society’s development which demands everything to be instant and fast encouraged the Company to provide what the society needs, eventually delivering Liquid Tolak Angin that has currently become one of the Company’s featured products. The Company always strives, using various means, so that jamu, particularly the efficacy of natural herbs can be reaccepted by the society. The Company also produces various instant herbs and various beverages instilled with herbal ingredients that are beneficial for health. The Company’s products have a substantial market potential along with society’s growing awareness to return to nature by consuming natural ingredients.
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In the segment of natural drink product, particularly energy drink, Kuku Bima Ener-G! is one of the dominant market players. This featured product of the Company is one of the top three products that dominate energy drinks market in Indonesia. Even so, the Company continues its innovation on Kuku Bima Ener-G! product by adding new flavor variants and ingredients which are safer and more beneficial for health.
2.3 Government Policy and Changes in Regulations The government plays an important role in the development of traditional medicine and medication, particularly jamu. Listed below are the government’s policies related to traditional medicine and medication: 1. Minister of Health Regulation No. 003/MENKES/PER/I/2010 regarding Scientification of Traditional
Medicine by Healthcare Services Based Research. This Minister of Health Regulation expressed the government’s support towards research on traditional medicine. The researches are expected to provide empirical evidence on the efficacy of traditional medicine and be able to serve as references to doctors as the solution to improve public health.
2. Decree of Minister of Health No. 0584/MENKES/SK/VI/1995 regarding Centers of Development and Implementation of Traditional Medication. This Ministerial Decree expressed the government’s support towards establishment of P3T (Pengembangan dan Penerapan Pengobatan Tradisional, Centers of Development and Implementation of Traditional Medication) in every province.
3. Decree of Minister of Health No 1076/MENKES/SK/VII/2003 regarding Management of Traditional Medication. This Ministerial Decree expressed the government’s approval on traditional medication and the use of traditional medicine to serve such purpose. The government specifically requires the use of registered traditional medicines in traditional medication.
4. Minister of Health Regulation No. 491/MENKES/PER/I/2010, regarding Organization and Methodology of Main Station of Research and Development of Traditional Medicine.
5. Decree of Minister of Health No. 381/MENKES/SK/III/2007 regarding National Policy on Traditional Medicine. This Ministerial Decree set forth the government’s commitment in supporting the development of traditional medicine. The Government is aware that traditional medicine is a natural resource worthy of development considering the economic value and its ability to create competitive advantage and to contribute to the improvement of public health.
6. Decree of Minister of Health No. 1109/MENKES/PER/IX/2007 regarding Management of Alternative Complementary Medication in Healthcare Facilities. This Ministerial Decree allows the management of alternative complementary medication, or commonly referred to as alternative medication.
The policies described above showed the government’s support in the development of traditional medicine in Indonesia.
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3. Financial The Management’s Discussion and Analysis below, specifically sections regarding the Company’s financial performance, are prepared based on the Company and Subsidiaries’ consolidated financial statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011 and 2010, which were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited), which in its report dated 26 September 2013 expressed an unqualified opinion with explanatory paragraph. 3.1 Analysis on Statements of Comprehensive Income Consolidated Statements of Comprehensive Income
(in millions of Rupiah)
Description For the Seven Months Period
Ended 31 July For the Years Ended 31 December
2013 20121 2012 2011 2010 Sales 1,393,186 1,344,438 2,391,667 2,198,273 1,866,538 Cost of Goods Sold (833,397) (819,753) (1,471,020) (1,320,584) (1,180,604) Comprehensive Income for the Year 207,999 190,952 387,538 339.935 237,169 Comprehensive Income/Total Assets 0.1x n/a 0.18x 0.29x 0.27x Comprehensive Income/Total Equity 0.13x n/a 0.30x 0.63x 0.68x
Note: 1 Unaudited.
(in millions of Rupiah)
Description For the Seven Months Period Ended 31 July For the Years Ended 31 December
2013 20121 2012 2011 2010 Sales 1,393,186 1,344,438 2,391,667 2,198,273 1,866,538 Cost of Goods Sold (833,397) (819,753) (1,471,020) (1,320,584) (1,180,604) Gross Profit 559,789 524,685 920,647 877,689 685,934 Sales and Marketing Expenses (200,836) (222,548) (336,690) (337,612) (218,599) General and Administrative Expenses (67,285) (50,619) (79,604) (101,128) (132,263) Other Finance Income 2,094 3,235 5,905 11,215 6,653 Other Finance Cost (8,649) (613) (708) (606) (3,875) Other Income 38,247 4,928 6,628 7,754 5,694 Other Expense (43,532) (4,433) (2,557) (2,268) (4,353) Profit before Income Tax 279,828 254,635 513,621 455,044 339,191 Income Tax Expense (77,613) (63,683) (126,083) (115,109) (102,022) Other Comprehensive Income 5,784 - - - - Total Comprehensive Income for the Year 207,999 190,952 387,538 339,935 237,169
Note: 1 Unaudited.
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a. Sales
The seven months period ended 31 July 2013 compared to the three months period ended 31 July 2012 The Company’s sales for the seven months period ended 31 July 2013 reached Rp1,393,186 million, an increase of Rp48,748 million or equaled to 3.63% compared to the sales for the seven months period ended 31 July 2012, which amounted to Rp1,344,438 million. The increase was mainly contributed by energy drink and health drink which increased compared to 2012. The Company’s sales for the seven months period ended 31 July 2013 of Rp1,393,186 million was mainly derived from the sales of the Company’s featured products, i.e.,energy drink and herbal drink. This was in line with the Company’s strategy to continue penetrating the market with featured products. Implementation of this strategy is expected to result in an increased market share for the Company’s products. The year ended 31 December 2012 compared to the year ended 31 December 2011 Sales for the year ended in 2011 and 2012 increased approximately by 17.77% and 8.80%, respectively. The increase in sales was influenced by the increase in the selling price of about 5% -15%. The Company’s sales for the year ended 31 December 2012 reached Rp2,391,667 million, an increase of Rp193,394 or equaled to 8.80% compared to sales for the year ended 31 December 2011 of Rp2,198,273 million. The increase was mainly derived from the increase in sales of energy drink and herbal drink by 83% and 34%, respectively. This was supported by the Company’s strategy to enhance awareness on product through promotion and advertisements in printed media. Afterwards, the Company also launched a new energy drink product, at the end of 2011 which resulted in significant growth in energy drink product. The Company’s management believed that the sales of energy drink has reached an optimum point in the market, therefore it would be difficult to penetrate the market further in order to increase sales. This condition has resulted in 5% decrease in energy drink sales in 2012. The Company’s management continued to conduct development and innovation on energy drink product as part of its strategy to increase sales considering the significant contribution of energy drink sales to the Company’s overall sales and the Company’s extensive market share for energy drink product.
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The Company’s sales for the year ended 31 December 2012 of Rp2,391,667 million was mainly derived from the sale of the Company’s featured products, i.e., energy drink and herbal drink products which amounted to 53% and 33%, respectively. As the market leader for energy drink product, its sales generated the largest contribution to the Company’s sales in 2012. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s sales for the year ended 31 December 2011 reached Rp2,198,273 million, an increase of Rp331,735 or equaled to 17.77% compared to the sales for year ended 31 December 2010 of Rp1,866,538 million. The increase was mainly contributed by the increase in the sales of drink and candy products by 64% and 22%, respectively. In 2011, the Company continued to implement its strategy to constantly introduce drink and candy products through promotion and advertisements in print media. This strategy is expected to increase the sales of drink and candy products. For the year ended 31 December 2011, the energy drink and herbal drink products each contributed 61% and 27% to the Company’s overall sales for the period.
b. Cost of Goods Sold
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Cost of Goods Sold for the seven months period ended 31 July 2013 was Rp833,397 million, an increase of Rp13,644 million or equaled to 1.66% compared to the Cost of Goods Sold for the seven months period ended 31 July 2012, which amounted to Rp819,753 million. The increase was mainly contributed by direct labor expense for the seven months ended 31 July 2013 which increased Rp39,943 million or equaled to 144.34%.
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The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Cost of Goods Sold for the year ended 31 December 2012 was Rp1,471,020 million, an increase of Rp150,436 million or equaled to 11.39% compared to the Cost of Goods Sold for the year ended 31 December 2011, which amounted to Rp1,320,584 million. The increase was in line with the increase in sales as a result of the increase in sales of herbal drink. In addition, the increase in Cost of Goods Sold was mainly due to the purchase of raw materials and overhead expense for the year ended 31 December 2012, which increased by Rp75,190 million and Rp68,175 million, respectively or equaled to 6.24% and 76.58%, respectively, compared to 2011. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Cost of Goods Sold for the year ended 31 December 2011 was Rp1,320,584 million, an increase of Rp139,980 million or equaled to 11.86% compared to the Company’s Cost of Goods Sold for the year ended 31 December 2010, which amounted to Rp1,180,604 million. The increase was in line with the increase in sales as a result of the increase in sales of energy drink, herbal drink, and drink and candy. Compared to 2010, purchase of raw materials and overhead expense for the year ended 31 December 2011 increased by Rp146,219 million and Rp16,964 million, respectively or equaled to 13.81% and 23.54%, respectively.
c. Gross Profit The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Gross Profit for the seven months period ended 31 July 2013 was Rp559,789 million, increased by Rp35,104 million or equaled to 6.69% compared to the Company’s Gross Profit for the seven months period ended 31 July 2012, which amounted to Rp524,685 million. The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Gross Profit for the year ended 31 December 2012 was Rp920,647 million, increased by Rp42,958 million or equaled to 4.89% compared to the Company’s Gross Profit for the year ended 31 December 2011, which amounted to Rp877,689 million. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Gross Profit for the year ended 31 December 2011 was Rp877,689 million, increased by Rp191,755 million or equaled to 27.96% compared to the Company’s Gross Profit for the year ended 31 December 2010, which amounted to Rp685,934 million.
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d. Selling and Marketing Expenses
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Selling and Marketing Expenses for the seven months period ended 31 July 2013 was Rp200,836 million, decreased by Rp21,712 million or equaled to 9.76% compared to the Selling and Marketing Expenses for the seven months period ended 31 July 2012, which amounted to Rp222,548 million. The decrease in selling and marketing expenses for the period ended 31 July 2013 was mainly due to the significant decrease in promotion and advertising expenses. Promotion and advertising expense for the seven months period ended 31 July 2013 amounted to Rp148,828 million, decreased by 12.47% compared to seven months period ended 31 July 2012, which amounted to Rp170,037 million. The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Selling and Marketing Expenses for the year ended 31 December 2012 was Rp336,690 million, decreased by Rp922 million or equaled to 0.27% compared to the Selling and Marketing Expenses for the year ended 31 December 2011, which amounted to Rp337,612 million. The decrease in Selling and Marketing Expenses was mainly due to the decrease in outlet bonus, and promotion and advertising expenses by Rp7,803 million and Rp3,087 million or equaled to 18.78% and 1.27% compared to 2011, which followed by increasing of loading and unloading expense by Rp12,082 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Selling and Marketing Expenses for the year ended 31 December 2011 was Rp337,612 million, increased by Rp119,013 million or equaled to 54.44% compared to the Selling and Marketing Expenses for the year ended 31 December 2010, which amounted to Rp218,599 million. The increase in Selling and Marketing Expenses was mainly due to the increase in promotion and advertising expenses and outlet bonus by Rp86,851 million and Rp19,171 million, respectively or equaled to 55.68% dan 85.64%, respectively, compared to 2010.
e. General and Administrative Expenses The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s General and Administrative Expenses for the seven months period ended 31 July 2013 amounted to Rp67,285 million, increased by Rp16,666 million or equaled to 32.92% compared to the General and Administrative Expenses for the seven months period ended 31 July 2012, which amounted to Rp50,619 million. The increase in general and administrative expenses for the period ended 31 July 2013 was mainly due to employee benefits of Rp5,213 million as well as tax expenses and tax fines of Rp4,808 million.
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The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s General and Administrative Expenses for the year ended 31 December 2012 was Rp79,604 million, decreased by Rp21,524 million or equaled to 21.28% compared to the General and Administrative Expenses for the year ended 31 December 2011, which amounted to Rp101,128 million. The decrease in General and Administrative Expenses was mainly due to the decrease in tax expense and tax fine and management fee by Rp11,502 million and Rp7.384 million, respectively. In 2011, the Company received an STP (Surat Tagihan Pajak, Tax Collection Notice) on WHT Article 23, WHT Article 25/29 and VAT which was recorded as tax expenses and tax fines at the amount of Rp11,502 million. Whereas professional fee decreased by 75.53% to Rp2,392 million. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s General and Administrative Expenses for the year ended 31 December 2011 was Rp101,128 million, decreased by Rp31,135 million or equaled to 23.54% compared to the General and Administrative Expenses for the year ended 31 December 2010, which amounted to Rp132,263 million. The decrease in General and Administrative Expenses was mainly due to the decrease in tax expenses and tax fine by Rp62,158 million. In 2010, the Company recorded tax expenses and tax fines of Rp73,660 million, which consisted of SKPKB (Surat Ketetapan Pajak Kurang Bayar, Notice of Tax Deficiency) and Tax Collection Notice in relation to WHT Article 21, 23, 25/29 and VAT. On the other hand, there was an increase in salary and benefit expenses and professional fee expenses by Rp9,275 million and Rp9,134 million, respectively.
f. Other Finance Income and Cost The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Other Finance Income for the seven months period ended 31 July 2013 was Rp2,094 million, decreased by Rp1,141 million or equaled to 35.27% compared to Other Finance Income for the seven months period ended 31 July 2012, which amounted to Rp3,235 million. Other Finance Income mainly consists of interest income from time deposits. The Company’s Other Finance Cost for the seven months period ended 31 July 2013 was Rp8,649 million, increased by Rp8,036 million compared to Other Finance Cost for the seven months period ended 31 July 2012, which amounted to Rp613 million. The increase in Other Finance Cost for the seven months period ended 31 July 2013 was mainly due to loan from PT Bank Central Asia Tbk. The Company obtained credit facilities from PT Bank Central Asia Tbk, which consisted of: - Local Credit facility (Current Account) with a maximum limit of Rp200,000 million, valid until
16 November 2013, bearing an interest rate of 8.5% per annum. - Omnibus Letter of Credit (L/C) facility, which consisted of Sight L/C and Usance L/C, with a maximum
limit of Rp20,000 million, valid until 16 November 2013, with an L/C Commission rate of 0.2% p.a, calculated based on the value of issued L/Cs and Acceptance Commission of 0.6% p.a.
- Time Loan Revolving facility, with a maximum limit of Rp300,000 million, valid until 20 December 2013, bearing an interest rate of 8.5% per annum.
As of 31 July 2013, the outstanding balance of bank loan was Rp112,339 million.
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The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Other Finance Income for the year ended 31 December 2012 was Rp5,905 million, decreased by Rp5,310 million or equaled to 47.35% compared to Other Finance Income for the year ended 31 December 2011, which amounted to Rp11,215 million. The decrease in Other Finance Income was mainly due to the decrease in interest income from time deposit by Rp3,796 million or equals to 41.67%. The Company’s Other Finance Cost for the year ended 31 December 2012 was Rp708 million, increased by Rp102 million or equaled to 16.83% compared to Other Finance Cost for the year ended 31 December 2011, which amounted to Rp606 million. The increase in Other Finance Cost was mainly due to the increase in bank administration fee of Rp201 million or equals to 43.23%. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Other Finance Income for the year ended 31 December 2011 was Rp11,215 million, increased by Rp4,562 million or equaled to 68.57% compared to Other Finance Income for the year ended 31 December 2010, which amounted to Rp6,653 million. The increase in Other Finance Income was mainly due to the increase in interest on time deposit by Rp3,759 million or equaled to 70,25%. The Company’s Other Finance Cost for the year ended 31 December 2011 was Rp606 million, decreased by Rp3,269 million or 84.36% compared to Other Finance Cost for the year ended 31 December 2010, which amounted to Rp3,875 million. The decrease in Other Finance Cost was mainly due to the decrease in interest on bank loan by Rp3,424 million or equaled to 96.53%.
g. Other Income and Expenses The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Other Income for the seven months period ended 31 July 2013 was Rp38,247 million, increased by Rp33,319 million compared to Other Income for the seven months period ended 31 July 2012, which amounted to Rp4,928 million, which was mainly due to other income from foreign exchange and the sale of fixed assets by Rp26,778 million and Rp9,018 million, respectively. The Company’s Other Expenses for the seven months period ended 31 July 2013 was Rp43,532 million, increased by Rp39,099 million or equaled to 882.00% compared to Other Expenses for the seven months period ended 31 July 2012, which amounted to Rp4,433 million, which was mainly due to the increase in interest expense and tax penalty. The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Other Income for the year ended 31 December 2012 was Rp6,628 million, increased by Rp1,126 million or equaled to 14.52% compared to Other Income for the year ended 31 December 2011, which amounted to Rp7,754 million, which was mainly due to income from foreign exchange. The Company’s Other Expenses for the year ended 31 December 2012 was Rp2,557 million, increased by Rp289 million or equaled to 12.65% compared to Other Expenses for the year ended 31 December 2011, which amounted to Rp2,268 million, which was mainly due to the increase in foreign exchange losses.
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The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Other Income for the year ended 31 December 2011 was Rp7,754 million, increased by Rp2,060 million or equal to 36.18% compared to Other Income for the year ended 31 December 2010, which amounted to Rp5,694 million, which was mainly due to the increase in income from sale of fixed assets by Rp1,981 million as a result of the sale of Company’s fixed assets in 2011. The Company’s Other Expenses for the year ended 31 December 2011 was Rp2,268 million, decreased by Rp2,085 million or equals to 47.90% compared to Other Expenses for the year ended 31 December 2010, which amounted to Rp4,353 million, which was mainly due to the decrease in foreign exchange losses by Rp1,489 million.
h. Profit before Income Tax The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Profit before Income Tax for the seven months period ended 31 July 2013 was Rp279,828 million, increased by Rp25,193 million or equaled to 9.89% compared to Profit before Income Tax for the seven months period ended 31 July 2012. The increase was mainly due to efficiency in the Company’s performance, which resulted in the decrease of Selling and Marketing Expenses incurred during the period. The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Profit before Income Tax for the year ended 31 December 2012 was Rp513,621 million, increased by Rp58,577 million or equaled to 12.87% compared to Profit before Income Tax for the year ended 31 December 2011, which amounted to Rp455,044 million. While operating profit for the ended year in 2011 and 2012 respectively increased approximately 31% and 15%. Increase in operating profit was affected by an increase in selling price of about 5% -15%. This was mainly due to the Company’s policy to improve efficiency of production activities which resulted in the increase in the Company’s Gross Profit. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Profit before Income Tax for the year ended 31 December 2011 was Rp455,044 million, increased by Rp115,852 million or equaled to 34.6% compared to Profit before Income Tax for the year ended 31 December 2010, which amounted to Rp339,191 million.
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i. Total Comprehensive Income
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 The Company’s Comprehensive Income for the seven months period ended 31 July 2013 was Rp207,999 million, increased by Rp17,0474 million or equaled to 8.93% compared to Comprehensive Income for the seven months period ended 31 July 2012, which amounted to Rp190,952 million. The increase was mainly due to the increase in the Company’s sales and the Company’s efficiency improvement on Selling and Marketing Expenses during the period. The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s Comprehensive Income for the year ended 31 December 2012 was Rp387,538 million, increased by Rp47,603 million or equaled to 14.00% compared to Comprehensive Income for the year ended 31 December 2011, which amounted to Rp339,935 million. The increase was due to the increase in sales by Rp193,394 million or equals to 8.80%. In addition, the Company’s efficiency improvement on selling and marketing expenses has resulted in a decrease of such expense by Rp922 million or equaled to 0.27%. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s Comprehensive Income for the year ended 31 December 2011 was Rp339,935 million, increased by Rp102,766 million or equaled to 43.33% compared to Other Comprehensive Income for the year ended 31 December 2010. The increase was mainly due to the increase in sales by Rp331,735 million or equaled to 17.77%. In addition, the Company also improved its efficiency on selling and marketing expenses.
The Company’s planned efforts to improve future performance are as follows:
1. Improve utilization, capacity and production to meet market’s demand 2. Improve market share of the Company’s products 3. Improve marketing distribution network 4. Expand export market 5. Continuous innovation and product development
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3.2 Assets, Liabilities and Equity Consolidated Statements of Financial Position
(in millions of Rupiah)
Description 31 July 2013
31 December 2012 2011 2010 2009 20082
Total Assets 1.908.539 2.150.999 1.168.658 890.202 604.472 556.433 Total Liabilities 326.189 846.348 633.314 543.793 429.566 496.651 Total Equity 1.582.350 1.304.651 535.344 346.409 174.905 59.822
Note: 2Financial Highlights presented by comparison to 2008, the figures for the 2009 and 2008 are the proforma consolidated in 2009 and 2008, derived from the financial statements of 2009 and 2008 which have been audited by Public Accountant Hadori Sugiarto Adi & Partners which at that time MM and SHIP financial statements are not consolidated in the financial statements of the Company. a. Assets
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012 As of 31 July 2013, the balance of the Company’s assets was Rp1,908,539 million, decreased by Rp242,460 million or equaled to 11.27% compared to total assets as of 31 December 2012, which amounted to Rp2,150,999 million. The decrease was mainly due to the decrease in other receivables by Rp520,690 million, which is receivables from shareholders, decrease in cash and cash equivalents by Rp384,609 million, and the decrease in investment in associates by Rp101,903 million following the Company’s divestment in its associated entities, i.e., HCB in February 2013. The decrease was accompanied by the increase in other investments by Rp614,563 million, where for the purpose of maximizing the Company’s assets value, the Company placed an investment of USD59.35 million on Universal Ventures Fund, SCC, an investment management company domiciled in Bridge Town St. Michael, Barbados. The investment was financed by the Company and its Subsidiaries’ internal cash flow. The year ended 31 December 2012 compared to the year ended 31 December 2011 As of 31 December 2012, the balance of the Company’s total assets was Rp2,150,999 million, increased by Rp982,341 million or equaled to 84.06% compared to total assets as of 31 December 2011, which amounted to Rp1,168,658 million. The increase was mainly due to the increase in other receivables by Rp485,125 million due to the receivables from shareholders in 2012 at the amount of Rp369,859 million and HCB at the amount of Rp65,061 million. Furthermore, the increasing of total assets also due to the increase in cash and cash equivalents by Rp289,157 million bank loan due to receipt of PT Bank Central Asia Tbk and additional paid in capital.
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The year ended 31 December 2011 compared to the year ended 31 December 2010 As of 31 December 2011, the balance of the Company’s total assets was Rp1,168,658 million, increased by Rp278,456 million or equaled to 31,28% compared to total assets as of 31 December 2010, which amounted to Rp890,202 million. The increase was mainly due to the increase in other receivables by Rp180,406 million as a result of disbursement of loan to shareholders and the Company’s investment of shares in HCB at the amount of Rp100,000 million in March 2011. Furthermore, the increase in assets was also due to the increase in fixed assets by Rp90,283 million as a result of acquisition of fixed assets in the form of land and machineries in 2011 at the amount of Rp66,992 million and Rp41,209 million.
b. Liabilities The seven months period ended 31 July 2013 compared to the year ended 31 December 2012 As of 31 July 2013, the balance of the Company’s total liabilities was Rp326,189 million, decreased by Rp520,159 million or equaled to 61.46% compared to total liabilities as of 31 December 2012, which amounted to Rp846,348 million. The decrease was mainly due to the decrease in tax payables by Rp194,346 million and the decrease in short term bank loan by Rp186,541 million as a result of repayment of loan to PT Bank Central Asia Tbk at the amount of Rp186,412 million. The repayment was intended to improve the Company’s loan structure and was financed by the Company’s internal cash flow. Furthermore, the decrease also caused by decreases in trade payables and other payables by Rp66,941 million and Rp47,863 million. The year ended 31 December 2012 compared to the year ended 31 December 2011 As of 31 December 2012, the balance of the Company’s total liabilities was Rp846,347 million, increased by Rp213,034 million or equaled to 33.64% compared to total liabilities as of 31 December 2011, which amounted to Rp633,314 million. The increase was mainly due to the increase in short term bank loan by Rp298,241 million due to the receipt of bank loan from PT Bank Central Asia Tbk by Rp298,751 million and increae in taxes payable by Rp127,329 million. The increase in taxes payable was mainly due to the increase in WHT Article 29 payable as a result of the increase in the Company’s profit for the year and the increase in WHT Article 4 paragraph 2 payable. Furthermore, the increase in liabilities was also accompanied with the decrease in loan to shareholders by Rp252,898 million. The year ended 31 December 2011 compared to the year ended 31 December 2010 As of 31 December 2011, the balance of the Company’s total liabilities was Rp633,314 million, increased by Rp89,521 million or equaled to 16.46% compared to the total liabilities as of 31 December 2010, which amounted to Rp543,793 million. The increase was mainly due to the increase in trade payables, accrued expenses and advances received by Rp56,669 million, Rp37,632 million and Rp35,067 million, respectively in relation the increase in the Company’s sales activity in 2011, which resulted in the increase in purchase of raw materials to support production process.
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c. Equity The seven months period ended 31 July 2013 compared to the year ended 31 December 2012 The Company’s total equity as of 31 July 2013 was Rp1,582,350 million, increased by Rp277,699 million or equaled to 21.29% compared to total equity as of 31 December 2012, which amounted to Rp1,304,651 million. The increase was mainly due to the increase in the Company’s issued and paid-up capital by Rp36,000 million resulting in a final balance of Rp1,350,000 million, whereas the Company’s issued and paid-up capital became 1,350,000 shares, followed by a decrease in the outstanding advance payment of capital by Rp1,094,000 million. Furthermore, based on the decision of Shareholders on March 15, 2013, the shareholders approved cash dividend which amounted to Rp150,300 million taken from net income of the Company. The year ended 31 December 2012 compared to the year ended 31 December 2011 The Company’s total equity as of 31 December 2012 was Rp1,304,651 million, increased by Rp769,307 million or equaled to 143.70% compared to total equity as of 31 December 2011, which amounted to Rp535,344 million. The increase was mainly due to the increase advance payment of capital by Rp1,094,000. In addition, in 2012, based on the Shareholders Resolution dated 21 December 2012 the shareholders approved and ratified cash dividend distribution of Rp559,113 million. The year ended 31 December 2011 compared to the year ended 31 December 2010 The Company’s total equity as of 31 December 2011 was Rp535,344 million, increased by Rp188,935 million or equaled to 54.54% compared to total equity as of 31 December 2010, which amounted to Rp346,409 million. The increase was mainly due to the increase in Comprehensive Income recorded by the Company in 2011, which amounted to Rp339,935 million. In addition, in 2011, the shareholders approved and ratified cash dividend distribution of Rp160,000 million based on the Shareholders Resolution taken from net income of the Company.
3.3 Liquidity and Funding Sources Liquidity represents the Company’s ability to meet its current financial liabilities, which is mainly derived from cash flows from operational, investing and financing activities. The Company mainly requires liquidity to fund its working capital to support the Company’s expansion. The Company’s main source of liquidity is the cash received from customers, which are entirely received on an installment basis. As of the date of issuance of this Prospectus, the Company does not have any liabilities in foreign currency so that there is no material impact of changes in foreign currency denomination. In the future, the Company will continue to rely on cash flows from operating activities and bank loans to finance the Company’s operational activities and capital expenditures. The Company’s liquidity is expected to continue to grow in line with the Company’s growing business. The Company’s strategy in managing operational activities with regard to the Company’s liquidity is through monitoring of projected liquidity requirement to ensure the Company has adequate cash balance to meet its operational needs and maintain adequacy of the undisbursed loan at all time to ensure the Company’s ability to meet all limitations or requirements of credit facilities. Based on historical performance and prospects of the Company, the Company has the confidence and ability to generate cash based operations.
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(in millions of Rupiah)
Description 31 July 2013 31 December 2012 2011 2010
Cash flows from Operating Activities (323,976) 16,446 182,793 299,321 Cash flows from Investing Activities (583,580) (179,925) (206,780) (95,542) Cash flows from Financing Activities 522,947 485,527 (131,755) (55,465)
Cash flows from Operating Activities Cash flows from operating activities consists of cash received from customers, cash paid to supplier, cash paid to employees and board of directors, payment of income taxes, receipt of claims for tax refund, receipt of interest on current account and time deposit, payment of finance cost, other receipts or payments. Cash received from customers is the Company’s main source of liquidity. Cash received from customers for the seven months period ended 31 July 2013 was Rp1,380,970 million. Whereas cash paid to supplier amounted to Rp1,134,241 million. After calculating other receipts and payments, net cash flows from operating activities was Rp323,976 million. Cash received from customers for the year ended 31 December 2012 was Rp1,779,955. Whereas cash paid to supplier amounted to Rp1,741,125 million. After calculating other receipts and payments, net cash flows from operating activities was Rp16,446 million. Cash received from customers for the year ended 31 December 2011 was Rp1,973,094 million. Whereas cash paid to suppliers was Rp1,330,298 million. After calculating other receipts and payments, net cash flows from operating activities was Rp182.793 million. Cash received from customers for the year ended 31 December 2010 was Rp1,797,869 million. Whereas cash paid to suppliers was Rp1,359,473million. After calculating other receipts and payments, net cash flows from operating activities was Rp299,321million. Cash Flows from Investing Activities
Net cash used from investing activities consists of acquisition of fixed assets, proceeds from sale of fixed assets, additional down payment for purchase of fixed assets, other investments and divestments in associates. Cash for investing activities was mainly used for other investments and acquisition of fixed assets such as land, machineries and building. Cash used for investing activities for the seven months period ended 31 July 2013 was Rp575,662 million. The cash used for investing activities was mainly used for the Company’s investment in Universal Ventures Fund, SCC at the amount of RUS59.35 million. Cash used for investing activities for the year ended 31 December 2012 was Rp179,925 million. The cash used for investing activities was mainly used for acquisitions of fixed assets in the form of land, machineries and buildings amounted to Rp173,202 million. Cash used for investing activities for the year ended 31 December 2011 was Rp206,780 million. The cash used for investing activities was mainly used for acquisition of fixed assets in the form of land and machineries amounted to Rp108,873 million.
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Cash used for investing activities for the year ended 31 December 2010 was Rp95,542 million. The cash used for investing activities was mainly used for acquisition of fixed assets in the form of machineries and equipments amounted to Rp57,685 Million. Cash Flows from Financing Activities
Net cash flows from financing activities consists of proceeds from and payment of bank loans, proceeds from and payment of loan from shareholders, payment of obligations under finance leases, payment of cash dividends, receipts of capital contributions, decrease in proforma investments and advance payment of capital. The Company relies on proceeds from bank loan and capital contributions for its financing activities. Cash used for financing activities for the seven months period ended 31 July 2013 was Rp522,947million. The cash used for financing activities was primarily from shareholders loan. Cash provided by financing activities for the year ended 31 March 2012 was Rp485,527 million. The cash provided by financing activities were mainly from the increase in the Company’s issued and paid-up capital, accompanied by payment of dividends to the Company’s shareholders. Cash used for financing activities for the year ended 31 December 2011 was Rp131,755 million. The cash used for financing activities was mainly used for payment of dividends to the Company’s shareholders. Cash used for financing activities for the year ended 31 December 2010 was Rp55,465 million. The cash used for financing activities was mainly used for the payment of dividends to the Company’s shareholders and payment of the Company’s loan.
3.4 Financial Ratios Analysis Solvency Solvency is the ability in servicing all of its liabilities using all of its assets or equity. Solvency ratio may be calculated using two methods as described below: 1. Total Liabilities divided by Total Equity (Equity Solvency) 2. Total Liabilities divided by Total Assets (Assets Solvency) 3. The Company’s Equity Solvency Ratio as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and
2008 were 0.21; 0.65; 1.18; 1.57; 2.46 ad 8.30, respectively. Whereas the Company’s Assets Solvency Ratio as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 0.17; 0.39; 0.54; 0.61; 0.71 and 0.89, respectively. The decrease in solvency ratio was mainly due to capital contribution from shareholders and the contribution from Comprehensive Income which continued to increase in proportion to the growth of the Company’s revenue.
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Profitability Profitability is measured by, among others, ratios such as Net Profit Margin, Return on Assets and Return on Equity. These ratios represent the Company’s ability to generate profit during a certain period.
1. Net Profit Margin is the ratio of net income to the Company’s net sales. The Company’s Comprehensive Income Margin for the seven months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, 2010, 2009 and 2008 were 14.51%, 16.20%, 15.46%, 12.71%, 7.71% and 1.04%, respectively.
2. Return on Assets is the ratio of assets turnover in generating profit. The Company’s Return on Assets as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 10.60%, 18.02%, 29.09%, 26.64%, 15.73% and 1.94%, respectively.
3. Return on Equity is the ratio of Comprehensive Income to Equity. The Company’s Return on Equity as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 12.78%, 29.70%, 63.50%, 68.47%, 54.36% and 18.07%, respectively.
Comprehensive Income Margin, Return on Assets and Return on Equity from 2009 to 2012 showed improvements as a result of the Company’s Comprehensive Income which continued to increase from 2009 to 2012. The increase in Comprehensive Income was due to the increase in the Company’s net sales in proportion to the increase in the Company’s business activities. The increase in ratios was also due to the increase in Comprehensive Income which was higher than the increase in the Company’s assets and equity.
3.5 The Company’s Capital Expenditure The Company’s capital expenditure for the three months period ended 31 July 2013 and for the years ended 31 December 2012, 2011, 2010, 2009 and 2008 were as follows: The following table presents information on capital expenditure for the following periods:
Description 31 July 31 December 2013 2012 2011 2010
Acquisition Cost Land - 86,042 66,992 - Buildings 1,888 17,831 - 518 Machineries 91,749 37,166 41,209 13,305 Equipments 20,173 4,697 1,720 6,135 Vehicles 960 4,867 6,157 1,669 Office supplies 192 245 239 225 Finance leases - - - 581 Fixed Asset in Progress Construction in Progress 8,174 22,354 4,957 14,349 Machineries and Equipment in Progress 592 - - 37,308
Total 123,728 173,202 121,274 74,090 The Company’s capital expenditures were financed by internal funding and Rupiah denominated bank loan. Most of the Company’s capital expenditures were in Rupiah and the Company did not consider it necessary to obtain loan in foreign currency.
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The Company’s capital expenditures primarily consisted of acquisition of fixed assets, particularly land, buildings and machineries and equipment. This is conducted to maintain levels of operational performance, increase production efficiency with rejuvenation machines and production facilities as well as increasing the production capacity of the Company's flagship products are expected to improve the financial performance of the Company in the future. Based on the Company's operational standards, the Company's management continues to do a better judgment and analysis of the efficiency and effectiveness of the Company's needs related to the purchase of capital goods. It is conducted by the Company in order to minimize the impact when there is a problem which is not in accordance with the purchase and objectives.
4. Risk Management To manage and minimize risks, the Company conducts its operational activities based on Good Corporate Governance. The Company also appoints Independent Commissioner(s) and Unaffiliated Director(s) to ensure proper implementation of Good Corporate Governance and conducts internal audit(s), both financial and non-financial in scope. In conducting its business, the Company faces various risks as explained in Chapter VI Business Risk in this Prospectus. To minimize such risks the Company has implemented, among others, the following risk management:
Product Risk Management is conducted through implementation of policy that requires inventory level and purchase of goods to be in line with the demand and lead time of each product type and maintaining good relationship with suppliers.
Business Competition Risk Management is conducted through continuous improvement on services to customers and maintaining good relationship with each agents/distributors and customers. Furthermore, the Company continuously innovate its herbal medicine products to address the continuously tightening business competition.
Market Risk Management is conducted by cooperating with all agents/distributors in providing inputs regarding customers’ preference on product types, models and packagings.
Changes in Interest Rate on Loan Risk Management are conducted by combining fixed rate and floating rate loans.
Human Resources Risk Management is conducted by recruitment and training to meet the Company’s human resources requirement and conducting employees’ performance evaluation as a basis to reward employees’ performance.
Insurance Risk Management is conducted through periodical review over the type of insurance and the sum insured acquired to anticipate changes that occurred to ensure any losses that may arise are adequately covered.
Loan Risk Management is conducted by monitoring and maintaining that obligations to bank lenders are met in accordance with the requirements, both in terms of payment and administrative requirements.
In addition, the Company continues to seek efforts to manage risks in its business activities by implementing mitigations related to the risks that currently exist and those that may be faced by the Company in conducting its business activities. The mitigations related to the Company’s business are, among others, as follows: The Company always maintains good relationship with all stakeholders, including good relationships with
suppliers of the Company’s raw material. The Company always conducts transfer of knowledge to other management as well as carrying out
continuous regeneration to maintain its internal sustainability.
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The Company always encourages innovation in developing the Company’s herbal medicine products. In addition, through consistency in proper selection and usage of raw materials, either in terms of types, amount and quality, the Company believes it is capable to produce first rate herbal medicine and other products to be able to face fierce business competition.
The Company always diligently prepares concept, theme, conducts talent and media selection and chooses the right timing for its marketing campaign in accordance with the product character and its target market.
The Company conducts periodical repairs and maintenance of production machineries and equipments to ensure damages are anticipated as soon as possible. The Company always prepares backup capacity for several critical parts.
The Company continuously monitors and tests quality and maintains samples of each production batch for three years.
The Company continuously conducts the necessary training to maintain and improve the expertise and skills of the Company’s human resources in order to maintain the quality of products sold by the Company, and accordingly provides positive contributions to the Company’s performance
The Company has implemented comprehensive risk management, carefully designed its factories and infrastructures and insured its buildings and plant facility.
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VI. BUSINESS RISKS Prospective investors should carefully consider the following risk factors as well as other information contained in this Offering before investing in the Company’s Shares. The risks described below are not the only risks that may affect the Company’s Shares. Certain risks not presently known to the Company or not presently considered material may also affect the Company’s business, cash flow, operational result, financial performance or business prospects. In addition, investment over shares of companies incorporated in developing countries such as Indonesia contains risks which may differ from investment over shares of companies incorporated in other countries with a more advanced economic condition. In the event of changes to the global economic, social and political condition, there is a possibility that the price of the Company’s Shares in the stock exchange may decline and investors may face potential loss in their investment. The risks described below are risks that are considered material by the Company and Subsidiaries and have been prepared based on their materiality and exposures to the Company and Subsidiaries’ financial performance. Company management stated that all risks faced by the Company and its Subsidiaries in conducting business activities have been disclosed and compiled by the weight of the impact of each risk on the financial performance of the Company and its Subsidiaries. 1. Business Risks Relating to Operational Activities 1. 1. Risk of Fluctuations in Raw Material Prices due to Forces of Nature In carrying out its production activities, the Company uses raw materials in forms of herbal ingredients or concoctions, i.e., vegetable and animal (halal), minerals, galenical or mixture of those ingredients that are acquired from farmers or suppliers. Changes in weather or unfriendly natural conditions and seasonal risks of raw materials may result in the increase or instability of raw material prices as the Company will be forced to seek alternative sources. In addition, instability of raw material prices may also increase production cost, which may lead to adverse effect on the Company’s financial performance. 1. 2. Risk of Dependence on Senior Management Team The success of the Company and its Subsidiaries is highly dependent on the leadership of its senior management team. In the event of resignation, the Company and its Subsidiaries may not be able to find suitable successor in a timely manner, which may adversely affect the Company’s business activities, operational results and prospects. The Company and its Subsidiaries are also dependent on their ability to seek and maintain senior management in order to maintain the Company’s business growth and success. 1. 3. Risk of Business Competition The promising growth and prospect of traditional medicines industry encourage the business players and producers to continuously innovate in order to create the best products to remain competitive among other similar companies, including the Company. Business competition continues to tighten and encourages the creation of products similar to the Company’s featured products such as Tolak Angin, Kuku Bima and others. Several competitors even straightforwardly exhibit their products’ competitiveness against the Company’s products through advertising taglines. This condition indicates the tightening competition in the herbal medicine industry. In the meantime, globally, the Company has to compete with traditional medicines developed by
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exporting countries, such as ginseng, a traditional medicine from Korea. In addition, the Company also has to compete with pure pharmaceutical industry in order to capture the medicine market share, which requires additional efforts considering the public has not completely accepted traditional medicines. 1. 4. Risk of Distribution Network and Supply Chain Majority of the Company’s products are distributed through wholesalers, supermarkets, agents, shops and retailers that are distributed across Indonesia. Interruption in downstream supply chain may affect the Company’s sales level. 1. 5. Risk of Ineffective Marketing Campaign of the Company’s Products In carrying out marketing activities for its products, the Company places advertisements in mass media on a regular basis, one of which is the television (marketing campaign). Ineffectiveness of marketing campaigns may result in financial losses and adversely affects the Company’s business activities. 1. 6. Risk of Defects in Machineries and Equipments Defects in machineries used for production processes may interrupt the Company’s production activities, which may result in declining production performance that would affect the fulfillment of the Company’s production target. 1. 7. Risk of Defective Products and Product Recalls from the Market Disruption in production system may result in finished products that are below the Company’s production standards. The risks may arise as a result of incautiosness that may occur in any stage from the raw material purchasing process up to the packaging process. Considering the final products are closely related to health issues and medications for health, in preventing risks associated with defected products, the Company will have to recall its products in the market should any of the following conditions occurs: Products that cause injuries, diseases or other side effects Contaminated, damaged or adulterated products Lawsuit from consumers who consider themselves harmed and experiencing health problems as a result of
using the Company’s products. Product recalls from the market may result in significant losses, damages to inventories and lost sales opportunity as a result of product unavailability during a certain period. 1. 8. Risk of Human Resources Human resources are one of the factors that the Company needs to maintain to preserve the sustainability of its production and operational activities. Lack of qualified human resources may adversely affect the Company’s production and operational activities. 1. 9. Risk of Labor Strikes The Company requires a large number of labors to support its business activities and production processes. Mass labor strikes may disrupt production processes, which may hinder the fulfillment of the Company’s production target. To minimize the risk, the Company continuously maintains good industrial relationship.
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1. 10. Risk of Natural Disasters and Fire Natural Disasters and Fire are unpredictable risks, which when occur may result in disruptions or damages to raw materials, machineries and production facilities that may disrupt the Company’s production processes and adversely affects its financial performance. 2. Business Risks Relating to Conditions in Indonesia 2. 1. Risk of Changes in Government Policies or Regulations Laws and regulations issued by Government Institutions, in particular the regulations imposed by the Ministry of Health, Ministry of Environment, Ministry of Trade, Ministry of Industry, Ministry of Finance, Ministry of Manpower and Transmigration and NA-DFC, may affect the Company’s business conducts. The Company shall comply with the prevailing regulations in carrying out its production processes, marketing activities and product distributions. The regulations stipulate issues related to product quality and safety, product ingredients, advertisements, relationship with distributors and retailers as well as environment, health and safety. The Company shall also comply with regulations related to license requirements, trade practices, price regulations and taxation. Despite of the Company’s belief that its business conducts have complied with all of the prevailing regulations, failure to adhere to new regulations or its changes or interpretations or implementations and changes to interpretations or implementations of existing laws and regulations may have material adverse effects to the Company’s activities and operational performance. In addition, the Company’s failure to comply with the prevailing laws and regulations may result in the Company being subjected to civil sanctions, including fines, punishments or product recalls and other criminal sanctions. In addition, manpower regulations, changes to the laws and regulations which stipulate the minimum wage and liberty of the labor unions, may also give rise to additional issues in industrial relationships, which, in the event of mass labor strikes, may have material adverse effects to the Company’s operational activities 2. 2. Rupiah Exchange Rate Fluctuations may Adversely Affect the Company’s Financial Performance
and Investments In carrying out its operational activities, such as purchase of inactive ingredients, machineries and export sales, the Company often uses foreign currencies. In general, Rupiah is exchangeable and transferrable without restriction. However, from time to time, Bank of Indonesia may intervene in the foreign exchange market as part of its policy implementation, either by selling Rupiah or utilizing the reserve currency to purchase Rupiah. There is no guarantee that (i) Bank of Indonesia’s floating exchange rate policy will remain, or (ii) depreciation of Rupiah against foreign currencies, including United States Dollar (USD) will not occur, or (iii) the Government will take further action to stabilize, maintain and increase the value of Rupiah, or (iv) whether any of the above proceedings will succeed. Fluctuations in exchange rate may adversely affect the Company’s performance and cash flows. For example, depreciation of Rupiah against USD or other international currency may increase the purchasing cost of inactive ingredients and machineries that are calculated in Rupiah. Changes in floating exchange rate policy may result in significant increase in domestic interest rate, lack of liquidity and control over capital flow or exchange rate. The condition may lead to decline in economic activities, economic recession, loan default and increase the purchase price of inactive ingredients price, which will increase the production cost. The above consequences may have
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adverse material effect to the Company’s business activities, financial performance, results and business prospects. 2. 3. Social, Economic, Political and Security Conditions The Company’s performance is dependent on Indonesia’s and global social, economic, political and security conditions. The crisis in Europe also affects Indonesia’s economy, which adversely affects Indonesia’s industrial activities. The condition may adversely affect the Company’s business activities. 3. Risks Associated with Investment in the Company’s Shares 3. 1. Risks Associated with the Relatively Limited Number of Shares offered in the Public Offering Investors purchasing shares offered in this Initial Public Offering face the risk of illiquidity of the shares offered in this Initial Public Offering as the percentage of shares offered is relatively limited even though it is relatively large in numbers. 3. 2. Risks Associated with Share Price Fluctuation The fluctuation in the trading of the Company’s shares in the IDX may result in the decline of the Company’s shares price and investors may face potential loss in their investment. The following conditions may trigger the decline of the Company’s shares price:
Perceptions of business prospects and business activities of the Company and its Subsidiaries and also the herbal medicine industry in general.
Announcements made by the Company in relation to operational activities or corporate actions. Changes in general economic, political and market conditions in Indonesia. Sale of Offered Shares by the Company’s shareholders. Changes in companies’ shares prices, particularly those in Asia and developing countries General share price fluctuation in the stock market Difference between realization of the Company’s financial condition and actual business result
compared to that expected by investors and analysts. 3. 3. Risks Associated with Capital Market in Indonesia The Company has submitted its application for listing of the Offered Shares in IDX. Currently, there is no market available to trade the said shares. There is no guarantee that the market for those shares will be developed. Indonesia’s capital market is relatively less liquid and may become more volatile compared to capital market in several other countries. In addition, securities prices in Indonesia’s capital market are generally more volatile compared to securities prices in other capital markets. The ability to sell and settle trades on the IDX may be subject to delays at any time. In light of the foregoing, there can be no assurance that the holder of the Company’s Offered Shares will be able to dispose of its Shares at the prices or times that would be available to such holder in a more liquid and less volatile market, or to dispose of its Shares at all. Notwithstanding the approval of the Company’s application for the listing of the Offered Shares, such listing will not be effective for a maximum of 3 (three) Business Days following the end of allotment period for this Initial Public Offering. During the period, the holders of shares are exposed to risk of share price fluctuation in the IDX without the ability to dispose of the Offered Shares purchased through IDX.
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3. 4. Risks Associated with Limitations of Non-Controlling Interest The responsibilities of major shareholders, members of the Board of Commissioners and the Board of Directors to minority shareholders under Indonesian law may be more limited compared to those required by the law in certain other countries. In light of the foregoing, under the prevailing Indonesian law, minority shareholders may not be able to protect their interests to the same extent possible under prevailing laws in certain other countries. The Company’s legal principals such as the validity of actions taken by the Company, fiduciary duty imposed to the management, Board of Commissioners and Board of Directors and controlling shareholders and the rights of minority shareholders are governed by the Company Law and the Company’s Articles of Association. The aforementioned legal principles may differ from those that would apply had the Company been incorporated in jurisdictions outside Indonesia. Specifically, concepts relating to management’s fiduciary duties have not been tested in Indonesian courts. Derivative lawsuits with respects to the Board of Commissioners and Board of Directors’ action are rarely filed on behalf of the respective Company nor have they been tested in Indonesian courts, and the rights of minority shareholders were regulated as recently as 1995 and have not been proven in practice. Even though such lawsuits are feasible based on Indonesian laws, the absence of court precedents may hinders the civil suit process. Therefore, there is no assurance that the minority shareholders’ rights or indemnity is equal to, or as extensive as those in other jurisdictions, or whether they are sufficient to protect the minority shareholders’ interests. 3. 5. Risks Associated with Dilution According to Rule No.IX.D.1, a public listed company must offer its shareholders pre-emptive rights to purchase the Offered Shares in advance, in order to retain their respective shareholding percentages prior to issuance of the New Shares. In the event that the Company offers its shareholders the right to purchase or to acquire a portion of shares or distribute shares to its shareholders, the Company’s shareholders may not be able to exercise the rights to acquire such portion of shares unless the provisions set forth by the laws in relation to securities in the shareholders’ jurisdiction have been fulfilled. In the event that the Company conducts a limited public offering or other similar offering, the Company will evaluate related potential costs and liabilities, and their ability to comply with the provisions and regulations outside of Indonesia, along with other relevant factors. Nevertheless, the Company can choose not to comply with the securities law in other jurisdictions and if the Company chooses to do so, where there is no exception regarding the registration statement, Shareholders in these jurisdiction could not participate in the limited public offering or other similar offering. Therefore, the non-participating Shareholders may experience dilution of their ownerships. As a result, the Company is not able to provide assurance to investors that they will be able to maintain their respective shareholdings in the Company. Due to a limited number of public offerings in Indonesia, it is permissible for investors to participate in such offerings with a higher discount rate calculated from the last trading price and the inability to participate in such offerings may cause material losses for the non-participating Shareholders.
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3. 6. Risks Associated with the Company’s Ability to Distribute Dividends in the Future Future dividends distribution shall be depended on the Company’s ability to generate profit. The Company is not able to provide assurance that the investors will receive dividends in the periods subsequent to the Initial Public Offering. The foregoing may be due to net loss recorded for the current year or retention of the Company’s net profit to support future business developments. In addition, there is no assurance that the Company will be able to distribute dividends in the same amount as the previous years. 3.7. Risk of Transactions with Conflict of Interest In order to protect the right of minority shareholders of public companies from transaction which has a conflict of interest, Rule No. IX.E.I grants the right to independent shareholders to cast a vote to approve or reject any material or immaterial transaction that contains conflict of interest as set forth by OJK, except for the transactions that are exempted by OJK. The requirements to obtain approval from independent shareholders may burden the Company in terms of time and money dan may cause the Company to release certain transactions which otherwise would be the Company’s best decision. In addition, there can be no assurance that approval from independent shareholders may be obtained. Rule No.IX.E.I stipulates the requirements concerning the procedures to conduct affiliated transactions. Rule No. IX.E.1 defines two types of transactions, i.e., affiliated transactions and transactions with conflict of interest. Affiliated transaction is defined as transaction conducted by the company or entities under common control of Affiliates of the company or Affiliates of member of the Board of Directors, Board of Commissioners or principal shareholders of the company which owns a minimum of 20% legitimate casting vote from the Company’s issued capital. Affiliated transaction does not require prior approval from the Company’s independent shareholders. Except for certain exemptions, public companies must disclose the information regarding affiliated transactions to public, including a summary of independent appraisal report. However, affiliated transaction may qualify as transaction which has a conflict of interest when there is a difference between the Company’s economic interest and the personal economic interest of the members of the Board of Directors, Board of Commissioners or principal shareholders that my inflict financial losses upon the company. When a transaction qualifies as a transaction which has a conflict of interest, with certain exceptions, the transaction requires prior approval of the independent shareholders who do not have any conflict of interest with respect to the said transaction and who are not affiliated to the members of the Board of Directors, Board of Commissioners or principal shareholders that do not have conflict of interest. Transaction which has a conflict of interest must be approved by the GMS that is attended by more than 50% of independent shareholders and must be approved by more than 50% of independent shareholders. In the event that the quorum of attendance is not achieved, the resolution of the second GMS shall be valid under the same quorum requirement of the first GMS; however the voting for approval is granted at 50% from the present independent shareholders or their proxies. The third GMS may only convene upon approval of OJK. If the transaction which has a conflict of interest does not obtain the approval from independent shareholders in a GMS that has reached the quorum of attendance, the plan for the said transaction which has a conflict of interest may not be resubmitted in less than 12 months from the date of refusal. The Company’s Management hereby represents that all business risks have been disclosed and prepared according to the level of such risks against the Company’s and its Subsidiaries financial performance.
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VII. MATERIAL EVENTS OCCURING SUBSEQUENT TO THE INDEPENDENT AUDITOR’S REPORT
As of the date of issuance of this Prospectus, there are no important event that has material impact to the Company and its Subsidiaries’ financial and business result subsequent to the date of the Independent Auditor’s Report dated 26 September 2013 which has been reissued in the report dated 28 October 2013 on the consolidated financial statements for the seven month period ended July, 31 2013 as audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners signed by Indra Sri Wwidodo SE, Ak, CPA with unqualified opinion, except for the event or important transactions disclosed below: By Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul Tbk No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received approval from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013. Approved the change of status asserted and agree as follows: 1. Changes to the Articles of Association of the Company, among others :
Approved the changes to the Company's authorized capital amounted to Rp5,000,000,000,000 (five trillion Rupiah) divided into 50,000,000,000 (fifty billion) shares, at par value of Rp100 (one hundred Rupiah)
2. Approved the allocation of shares as much as 10% of total issuance of new shares, in order to Employee
Stock Allocation (ESA) program with respect to Bapepam-LK or the Financial Services Authority regulations and Stock Exchange Regulations.
3. Received and accepted the resignation of Ray Nugraha Yoshuara effective on 15 September 2013.
4. Change the composition of the Company’s Board of Directors and Board of Commissioners to be as follows:
Board of Commissioners President Commissioner : Sigit Hartojo Hadi Santoso Commissioner : Johan Hidayat Independent Commissioner : Doktorandus Budi Setiawan Pranoto Directors President Director : Irwan Hidayat Director : Sofyan Hidayat Director : David Hidayat Unaffiliated Director : Revi Firmansjah
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Some other important events are as follows : 1. In accordance with the promissory notes dated 19 September 2013 between the Company and PT Hotel
Candi Baru (HCB), in which the Company accounts receivable to HCB amounted to Rp 87,975,415,277, bear interest according to the interest rate of Government Bank and will be paid after December 31, 2013 as agreed by both parties .
2. In accordance with the promissory notes dated 20 September 2013, between the Company dan PT Daya
Cipta Tiara (DCT), DCT has repaid all of the accounts receivables on 9 October 2013. 3. The Company’s receivables to PT Gasindo Mekar Putra amounted to Rp1,810,000,000 already paid on
25 September 2013.
4. Based on letter of management statement of the Company dated 21 October 2013, the Company will redeem the investment at Universal Ventures Fund SCC in a short time or at the latest on 30 June 2014.
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VIII. DESCRIPTION OF THE COMPANY AND ITS SUBSIDIARIES 1. Brief History of the Company The Company’s initial herbal medicine industry started from a home industry managed by Mrs. Rahkmat Sulistio in 1940 in Yogyakarta, assisted by three employees. The rising demand for a more practical jamu packaging encouraged her to produce jamu in a more practical form (powder). As the business continued to grow, jamu processing was moved from Yogyakarta to Semarang, and in 1951 a small company was established under the name Sido Muncul, which translated as “A Dream Come True”, with its first factory located in Jl Mlaten Trenggulun Semarang. In 1970, a limited partnership was established under the name CV Industri Jamu & Farmasi Sido Muncul. In 1975, the form of the business entity for herbal industry industry was changed to a Limited Liability Company under the name PT Industri Jamu & Farmasi Sido Muncul, whereby the entire business and assets of CV Industri Jamu & Farmasi Sido Muncul was merged with and carried forward by the limited liability company. As the business continued to develop, the factory located in Jl Mlaten Trenggulun was no longer able to serve the production capacity required to meet the increasing market demand. In 1984, the factory was moved to Small Industral Area in Jl Kaliwage, Semarang. To accommodate the growing market demand, the factory was equipped with modern machineries and the number of employees continued to grow in proportion to the capacity required. To anticipate future growth, the Company considered it necessary to built a larger and more modern factory unit, therefore in 1997 the cornerstone-laying of the new factory in Klepu, Ungaran, was conducted by Sri Sultan Hamengkubuwono X and was witnessed by the General Director of National Agency of Drugs and Food Controls at the time. The new factory which was located in Klepu, Bergas Subdistrict, Ungaran, with total are of approximately 30 hectares was inaugurated on 11 November 2000 by the Minister of Health and Social Welfare of the Republic of Indonesia at the time. During the inauguration, the Company received two certificates, i.e., CPOTB and CPOB that are equivalent to pharmaceutical standards, which made the Company the only herbal medicine factory with pharmaceutical standard. The factory location consisted of factory building with total area of 8 hectares and the remaining served as factory environmental support areas. The Company was established by virtue of Deed of Establishment No. 21 dated 18 March 1975, drawn up before Kahirman Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Miniser of Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39 dated 16 May 2000, SSGRI No. 2240/2000 (hereinafter referred to as “Deed of Establishment”)
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Since the Company’s establishment, the Company’s Articles of Associations have been amended several times as outlined below: 1. Deed of Minutes of Meeting No. 15 dated 6 March 1998 in relation to the Deed of Amendment of Minutes of
Meeting No. 8 dated 11 November 1998 and Deed of Minutes of Meeting No. 9 dated 15 January 1999, the three of which were drawn up before Subiyanto Putro, SH., Notary in Semarang. The aforementioned deeds have received formalization from the Miniter of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. C-12633 HT.01.04-TH.99 dated 8 June 1999, and the Notification on Changes to the Articles of Association was received and recorded under No. C-12632 HT.01.04-TH.99 dated 8 June 1999 and were registered in the Company Registry in accordance with the Company Law at Semarang Company Registry Office under No. 527/BH-11.01/I/2000 dated 25 January 2000, and were announced in the SGRI No. 39 dated 16 May 2000, SSGRI No. 2441/2000, whereby the shareholders approved the amendment of the Company’s Articles of Association in its entirety to conform to the provisions of Law No. 1 Year 1995 concerning Limited Liabilities Company, amended article 1 paragraph 1 of the Articles of Association regarding the change of the Company’s name to “PT Industri Jamu dan Farmasi Sido Muncul”, domiciled in Semarang and amended the provisions of Article 4 paragraph 1, 2 and Article 3 of the Articles of Association.
2. Deed of Minutes of Meeting of the Company No. 32 dated 29 March 2004, drawn up before Subiyanto Putro, SH., Notary in Semarang, which has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. C-11480 HT.01.04.TH.2004 dated 10 May 2004 and was registered in the Company Registry in accordance with the Company Law at Semarang Company Registry Office under No. 0175/RUB.11.01/VI/2004 dated 1 June 2004 and was announced in the SGRI NO. 52 dated 29 June 2004, SSGRI No. 6167/2004, whereby the shareholders approved the increase of the Company’s authorized, issued and paid-up capital (hereinafter referred to “Deed No. 32 dated 29 March 2004”).
3. Amendment to the Articles of Association to conform to the Company Law as incorporated in the Deed of
Minutes of Meeting of the Company No. 45 dated 30 August 2007, drawn up before Subiyanto Putro, SH., Notary in Semarang, which has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. C-07691 HT.01.04-TH.2007 dated 27 December 2007 and was registered in the Company Registry in accordance with the Company Law at Semarang Company Registry Office under No. 073/RUB-11.01/II/2008 dated 27 February 2008, and the Receipt of Notice of Amendement to Articles of Association was received and recorded in the Ministry of Justice and Human Rights Legal Entities Administration System database under No. AHU-AH.01.10-1735 dated 23 January 2008, registered in the Company Registry under No. AHU-0004962.AH.01.09.Year 2008 dated 23 January 2008, and was announced in the SGRI No 40 dated 16 May 2008, SSGRI No. 6449/2008 (hereinafter referred to as “Deed No. 45 dated 30 August 2007”).
4. Deed of Minutes of Meeting of the Company No. 40 dated 26 April 2010, drawn up before Subiyanto Putro,
SH, MKn, Notary in Semarang, concerning the amendment of the Company’s aim and objectives. The aforementioned Deed has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-24966.AH.01.02.Year 2010 dated 17 May 2010 and was registered in the Company Registry under No. AHU-0036959.AH.01.09.Year 2010 dated 17 May 2010 and was announced in the SGRI NO. 36 dated 6 May 2011, SSGRI No. 12018/2011 (hereinafter referred to as “Deed No. 40 dated 26 April 2010”).
5. Deed of the Company’s Shareholders’ Resolutions No. 60 dated 27 December 2010, drawn up before Dewikusuma, SH., Notary in Semarang, concerning the amendment of Article 4 Paragrahp 1, 2 and 3 of the Company’s Articles of Association. The aforementioned deed has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-04129.AH.01.02.Tahun 2013 dated 4 February 2013 and was registered in the Company Registry under No. AHU-0007107.AH.01.09.Year 2013 dated 4 February 2013 and published in BNRI No. 37 dated 7 May 2013, TBNRI No. 27162/2013 (hereinafter referred to as “Deed No. 60 dated 27 December 2012”).
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6. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul, domiciled in Semarang No. 12 dated 13 March 2013, drawn up before Desikusuma, SH., Notary in Semarang, concerning the amendment of Article 4 paragraph 1 of the Company’s Articles of Association. The aforementioned deed has received formalization from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-13746.AH.01.02.Year 2013 dated 18 March 2013 and was registered in the Company Registry under No. AHU-0023613.AH.01.09.Year 2013 dated 18 March 2013 and published in No. BNRI. 37 dated May 7, 2013, No. TBNRI. 27163/2013 (hereinafter referred to as “Deed No. 12 dated 13 March 2013”).
7. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul, domiciled in Semarang No. 23 dated 21 March 2013, drawn up before Desikusuma, SH., Notary in Semarang, concerning the amendment of Article 4 paragraph 2 of the Company’s Articles of Association. The aforementioned deed has received formalization from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-AH.01.10-11347 dated 28 March 2013 and was registered in the Company Registry under No. AHU-0027381.AH.01.09.Year 2013 dated 28 March 2013 and published in No. BNRI. 37 dated May 7, 2013, No. TBNRI. 27163/2013 (hereinafter referred to as “Deed No. 23 dated 21 March 2013”).
8. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul No. 53 dated 11
June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-33406.AH.01.02.Year 2013 dated 20 June 2013 and was registered in the Company Registry under No. AHU-0058325.AH.01.09.Year 2013 dated 20 June 2013 and notification of Amandment to the Articles of Association was received and recorded in the database of Legal Administration of the Ministry of Justice and Human Rights No. AHU-AH.01.10-29127 dated 16 July 2013 regarding Acceptance Notification of Amandment to the Articles of Association of Company and was registered in the Company Registry No. AHU-0067884.AH.01.09. Year 2013 dated 16 July 2013, whereby the shareholders approved the change of the Company’s status from Private Limited Company to Public Limited Company and the amendment of the Articles of Association in its entirety to conform to Rule No. IX.J.1 and its implementing regulations, which resulted in the change of the Company’s name to “PT Industri Jamu dan Farmasi Sido Muncul Tbk” (hereinafter referred to as “Deed No. 53 dated 11 June 2013”).
9. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul No. 33 dated
18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-49556.AH.01.02 Tahun 2013 tanggal 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification of Amandment to the Articles of Association was received and recorded in the database of Legal Administration of the Ministry of Justice and Human Rights No. AHU-AH.01.10-41201 dated 9 October 2013 regarding Acceptance Notification of Amandment to the Articles of Association of Company and was registered in the Company Registry No. AHU-0092498.AH.01.09.Year 2013 dated 9 October 2013, regarding the reaffirmation of the status of the company became a public listed company, approved the allocation of shares up to 10% of total issuance of new shares for Employee Stock Allocation program (ESA) and changed the article 4, paragraph 1 of the the Company’s Articles of Association.
2. Licenses and Permits of the Company The Company’s aim and objective is to engage in herbal medicine and pharmaceutical industry, trade, ground transportation, service and agriculture.
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In carrying out its business activities, the Company has obtained the required licenses and permits from the authorized government agency. Significant licenses and permits obtained are, among others, as follows: Ministry of Health (formerly known as Department of Health)
License Number and Date Issued by Validity Period Traditional Medicine Industry Business License
No. HK.07.02/V/025/11 dated 9 February 2011 Directorate General of Pharmaceutical Services and Medical Devices
For and indefinite period as long as the Company remains active in its production activities
Certificate of CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good Manufacturing Practices for Traditional Medicine)
No. 008/CPOTB/02/3/XI/2000 dated 11 November 2000 (for Powder preparations) No. 009/CPOTB/05/3/XI/2000 dated 11 November 2000 (for Capsule preparations) No. 010/CPOTB/05/3/XI/2000 dated 11 November 2000 (for Tablet / caplet preparations) No. 011/CPOTB/06/3/XI/2000 dated 11 November 2000 (for Liquid Internal Medicine preparations) No. 011/CPOTB/06/3/XI/2000 dated 11 November 2000 (for Instant Powder preparations)
Directorate General of Drugs and Food Controls, Directorate of Traditional Medicine Controls
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Certificate of CPOB (Cara Pembuatan Obat yang Baik, Good Manufacturing Practices)
No. 2181/CPOB/A/XI/00 dated 7 November 2000 (for Non-antibiotics Regular Tablet preparations) No. 2182/CPOB/A/XI/00 dated 7 November 2000 (for Non-antibiotics Coated Tablet) No. 2183/CPOB/A/XI/00 dated 7 November 2000 (for Non-antibiotics Hard Capsule preparations) No. 2184/CPOB/XI/00 dated 7 November 2000 (for Oral Non-antibiotics Liquid preparations)
Directorate General of Drugs and Food Controls, Directorate of Traditional Medicine Controls
3. Development of the Company’s Share Ownership The development of the Company’s Share Ownership up to date of issuance of this Prospectus is as follows: Year 1975 In accordance with the Company’s Deed of Establishment No. 21 dated 18 March 1975, drawn up before Kahirman Gondodiwirjo, SH., Notary in Semarang, which has received formalization from the Minister of Justice of the Republic of Indonesia by virtue of Decree of Minister of Justice of the Republic of Indonesia No. Y.A5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of Semarang District Court under No. 28/2000/II dated 28 February 2000, and was announced in the SGRI No. 39 dated 16 May 2000, SSGRI No. 2240/2000, the Company’s capital structure as of the date of its establishment was as follows:
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Description Nominal Value Rp 150,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 200 30,000,000 100.00 Shareholders: • Jahja Hidayat 20 3,000,000 40.00 • Siem Giok Hwa 20 3,000,000 40.00 • Sofjan Hidajat 10 1,500,000 20.00 Issued and Paid-up Capital 50 7,500,000 100.00 Shares in Portfolio 150 22,500,000 -
Capital contribution as of the date of establishment was based on assets and liabilities of the limited partnership CV Industri Jamu & Farmasi Sido Muncul as stated in the latest financial statement of the limited partnership dated 18 March 1975 and valued at Rp7.500.000,- (seven million five hundred thousand Rupiah). Year 1976-1997 In accordance with the Deed of Sale of Shares in Portfolio No. 2 dated 1 July 1976, drawn up before Kahirman Gondodiwirjo SH., Notary in Semarang, the Company issued 50 (fifty) shares from its portfolio, whereby as stated in the aforementioned Deed, the Company, hereinafter referred to as “Seller” sold the Company’s shares at par or Rp150,000 (one hundred fifty thousand Rupiah) per share to the following Buyers: 5 (five) shares to Jahja Hidayat, 5 (five) shares to Siem Giok Hwa, 10 (ten) shares to Irwan Hidajat, 10 (ten) shares to Johan Hidajat, 10 (ten) shares to Sandra Linata and 10 (ten) shares to David Hidajat, that were fully paid with a price on par or Rp150,000 (one hundred fifty thousand Rupiah) or entirely at Rp7,500,000 (seven million five hundred Rupiah) paid in cash to the Company. In light of the foregoing, the capital and shareholding structure were as follows:
Description Nominal Value Rp150,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 200 30,000,000 100.00 Shareholders: • Jahja Hidajat 25 3,750,000 25.00 • Siem Giok Hwa 25 3,750,000 25.00 • Irwan Hidajat 10 1,500,000 10.00 • Sofjan Hidajat 10 1,500,000 10.00 • Yohan Hidajat 10 1,500,000 10.00 • Sandra Linata 10 1,500,000 10.00 • David Hidajat 10 1,500,000 10.00 Issued and Paid-up Capital 100 15,000,000 100.00 Shares in Portfolio 100 15,000,000 -
Based on the Deed of Grant of Shares No. 83 dated 30 August 1994, drawn up before Hartanto Pandji Surya, SH, Notary in Semarang, the beneficiaries of Jahja Hidayat (the “Late” who died on 6 July 1994) one and another based on the Certificate of Inheritance Rights No. 1/VIII/1994 dated 22 August 1994 drawn up by the same notary, the Late’s children were named Irwan Hidajat, Sofyan Hidajat, Johan Hidajat, Ny. Sandra Linata Hidajat, and David Hidajat (jointly referred to as the First Party), donated free of charge to Ny. Janda Desy Sulistio (Siem Giok Hwa), who is also the heir of the Late (the Late’s wife), as the Second Party of all the rights as the
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beneficiaries of 25 shares in the Company. Following the grant of shares, the composition of the owners / shareholders of the Company after the implementation of the grant are as follows:
Description Nominal Value Rp150.000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 200 30,000,000 100.00 Shareholders: • Siem Giok Hwa 50 7,500,000 50.00 • Irwan Hidajat 10 1,500,000 10.00 • Sofjan Hidajat 10 1,500,000 10.00 • Johan Hidajat 10 1,500,000 10.00 • Sandra Linata 10 1,500,000 10.00 • David Hidajat 10 1,500,000 10.00 Issued and Paid-up Capital 100 15,000,000 100.00 Shares in Portfolio 100 15,000,000 -
According to the Affirmation and Representation Letter of the Company as prepared by all of the Company’s shareholders on 31 May 2013, it is stated that after the date of 30 August 1994 and before the date of 23 May 1996, the Company published/issued 100 shares were purchased by the Company’s shareholders in proportion to their respective ownership percentage and payment of the shares were made in cash to the Company. The Shareholders affirmed that that the issued shares were purchased by the shareholders and payment of the shares were made in cash to the Company. The shares issuance were conducted in accordance to the articles ofassociation and the applicable regulations, with the following details (i) Siem Giok Hwa purchased 50 (fifty) shares or Rp 7.500.000, - (ii) Irwan Hidajat purchased ten (10) shares, (iii) Sofian Hidayat purchased 10 (ten) shares or Rp 1.500.000, - (iv) Johan Hidayat purchased 10 (ten) shares or Rp 1.500.000, - (v) Sandra Linata Hidajat purchased 10 (ten) shares or Rp 1.500.000, - and (vi) David Hidayat purchased ten (10) shares or Rp 1.500.000,- thererefore the authorized, issued and paid-up capital of the Company became Rp 30.000.000,- (thirty million Rupiah) consisting of 200 (two hundred) shares with the following shareholdings structure:
Description Nominal Value Rp150,000 per Share Number of
Shares Nominal Value (Rp) %
Authorized Capital 200 30,000,000 100.00 Shareholders • Mrs. Jd. Desy Sulistio Hidayat (Siem Giok
Hwa) 100 15,000,000 50.00
• Irwan Hidayat 20 3,000,000 10.00 • Sofyan Hidayat 20 3,000,000 10.00 • Johan Hidayat 20 3,000,000 10.00 • Mrs. Sandra Linata Hidajat 20 3,000,000 10.00 • David Hidayat 20 3,000,000 10.00 Issued and Paid-up Capital 200 30,000,000 100.00 Shares in Portfolio - - -
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Year 1998-1999 In accordance with the Deed of Minutes of Meeting of the Company No 15 dated 6 March 1998 in relation to the Deed of Minutes of Meeting No 9 dated 15 January 1999, both of which were drawn up by Subiyanto Putro, SH., Notary in Semarang, the shareholders of the Company approved the increase of the shares nominal value from Rp150,000 (one hundred fifty thousand Rupiah) to Rp 1,000,000 (one million Rupiah), the increase of authorized capital from Rp30,000,000 (thirty million Rupiah) to Rp30,000,000,000 (thirty billion Rupiah) and amended the Company’s issued and paid-up capital which the original 200 (two hundred) shares or Rp 30,000,000 (thirty million Rupiah) to 8,000 (eight thousand) shares or for Rp8,000,000,000 (eight billion Rupiah). Capital contribution pertaining to the increase of capital was paid in cash. In light of the foregoing, the Company’s capital structure was as follows:
Description Nominal Value Rp1,000,000 per Share Number of
Shares Nominal Value (Rp) %
Authorized Capital 30,000 30,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 4,000 4,000,000,000 50.00 • Irwan Hidayat 800 800,000,000 10.00 • Sofyan Hidayat 800 800,000,000 10.00 • Johan Hidayat 800 800,000,000 10.00 • Mrs. Sandra Linata Hidajat 800 800,000,000 10.00 • David Hidayat 800 800,000,000 10.00 Issued and Paid-up Capital 8,000 8,000,000,000 100.00 Shares in Portfolio 22,000 22,000,000,000 -
Year 2004 In accordance with the Deed of Minutes of Meeting of the Company No. 32 dated 29 March 2004, drawn up before Subiyanto SH., Notary in Semarang, the shareholders of the Company approved the increase of the Company’s authorized capital from Rp30,000,000,000 (thirty billion rupiah) to Rp100,000,000,000 (one hundred billion Rupiah) and the increase of the Company’s issued and paid-up capital from 8,000 (eight thousand) shares or a total of Rp8,000,000,000 (eight billion Rupiah) to 30,000 (thirty thousand) shares or a total of Rp30,000,000,000 (thirty billion Rupiah). The capital contribution pertaining to the increase in capital was paid-up in cash. In light of the foregoing, the Company’s capital structure was as follows:
Description Nominal Value Rp1,000,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 100,000 100,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 15,000 15,000,000,000 50.00 • Irwan Hidayat 3,000 3,000,000,000 10.00 • Sofyan Hidayat 3,000 3,000,000,000 10.00 • Johan Hidayat 3,000 3,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 3,000 3,000,000,000 10.00 • David Hidayat 3,000 3,000,000,000 10.00 Issued and Paid-up Capital 30,000 30,000,000,000 100.00 Shares in Portfolio 70,000 70,000,000,000 -
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Year 2007 In accordance with the Deed of Minutes of Meeting of the Company No. 45 dated 30 August 2007, drawn up before Subiyanto SH., Notary in Semarang, the shareholders of the Company approved the issuance of 6,000 (six thousand) new shares from the entire shares in the portfolio, which were entirely subscribed proportionally by the shareholders, and the capital contribution pertaining to the increase in capital was paid-up in cash. In light of the foregoing, the Company’s capital structure was as follows:
Description Nominal Value Rp1,000,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 100,000 100,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 18,000 18,000,000,000 50.00 • Irwan Hidayat 3,600 3,600,000,000 10.00 • Sofyan Hidayat 3,600 3,600,000,000 10.00 • Johan Hidayat 3,600 3,600,000,000 10.00 • Mrs. Sandra Linata Hidajat 3,600 3,600,000,000 10.00 • David Hidayat 3,600 3,600,000,000 10.00 Issued and Paid-up Capital 36,000 36,000,000,000 100.00 Shares in Portfolio 64,000 64,000,000,000 -
Year 2012 In accordance with Deed No. 60 dated 27 December 2012, drawn up before Dewikusuma, SH., Notary in Semarang, the shareholders approved the increase in the Company’s authorized capital from Rp100,000,000,000 (one hundred billion Rupiah) to Rp1,130,000,000,000 (one trillion one hundred thirty billion Rupiah) and the increase of the Company’s issued and paid-up capital from Rp36,000,000,000 (thirty six billion Rupiah) to Rp1,130,000,000,000 (one trillion one hundred thirty billion Rupiah). The entire increase of capital was subscribed proportionally by the shareholders and the capital contribution was paid up in cash. In light of the foregoing, the Company’s capital structure was as follows:
Description Nominal Rp Value 1,000,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 1,130,000 1,130,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 565,000 565,000,000,000 50.00 • Irwan Hidayat 113,000 113,000,000,000 10.00 • Sofyan Hidayat 113,000 113,000,000,000 10.00 • Johan Hidayat 113,000 113,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 113,000 113,000,000,000 10.00 • David Hidayat 113,000 113,000,000,000 10.00 Issued and Paid-up Capital 1,130,000 1,130,000,000,000 100.00 Shares in Portfolio - - -
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Year 2013 In accordance with Deed No. 12 dated 13 March 2013, drawn up before Dewikusuma, SH., Notary in Semarang, the shareholders approved the increase of the Company’s authorized capital from Rp1,130,000,000,000 (one trillion one hundred thirty billion Rupiah) to Rp4,500,000,000 (four trillion five hundred billion Rupiah) so that the Company’s capital structure was as follows:
Description Nominal Value Rp1,000,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 4,500,000 4,500,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 565,000 565,000,000,000 50.00 • Irwan Hidayat 113,000 113,000,000,000 10.00 • Sofyan Hidayat 113,000 113,000,000,000 10.00 • Johan Hidayat 113,000 113,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 113,000 113,000,000,000 10.00 • David Hidayat 113,000 113,000,000,000 10.00 Issued and Paid-up Capital 1,130,000 1,130,000,000,000 100.00 Shares in Portfolio 3,370,000 3,370,000,000,000 -
In accordance with Deed No. 23 dated 21 March 2013, drawn up before Dewikusuma, SH., Notary in Semarang, the shareholders approved the issuance of shares in portfolio of Rp220,000,000,000 (two hundred twenty billion Rupiah) and the increase in issued and paid-up capital from Rp1,130,000,000,000 (one trillion one hundred thirty billion Rupiah) to Rp1,350,000,000,000 (one trillion three hundred fifty billion Rupiah). The issuance of shares from portfolio was fully subscribed proportionally by the shareholders and the capital contribution was paid up in cash. In light of the foregoing, the Company’s capital structure was as follows:
Description Nominal Value Rp1,000,000 per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 4,500,000 4,500,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 675,000 675,000,000,000 50.00 • Irwan Hidayat 135,000 135,000,000,000 10.00 • Sofyan Hidayat 135,000 135,000,000,000 10.00 • Johan Hidayat 135,000 135,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 135,000 135,000,000,000 10.00 • David Hidayat 135,000 135,000,000,000 10.00 Issued and Paid-up Capital 1,350,000 1,350,000,000,000 100.00 Shares in Portfolio 3,150,000 3,150,000,000,000 -
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In accordance with the Deed of Resolutions of the Shareholders of the Company No. 53 dated 11 June 2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta, the shareholders approved the changes of the nominal value of the shares from Rp1,000,000 (one million Rupiah) to Rp100 (one hundred Rupiah). In light of the foregoing value change, the Company’s capital structure was as follows:
Description Nominal Value Rp100,- per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 45,000,000,000 4,500,000,000,000 100.00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 6,750,000,000 675,000,000,000 50.00 • Irwan Hidayat 1,350,000,000 135,000,000,000 10.00 • Sofyan Hidayat 1,350,000,000 135,000,000,000 10.00 • Johan Hidayat 1,350,000,000 135,000,000,000 10.00 • Mrs. Sandra Linata Hidajat 1,350,000,000 135,000,000,000 10.00 • David Hidayat 1,350,000,000 135,000,000,000 10.00 Issued and Paid-up Capital 13,500,000,000 1,350,000,000,000 100.00 Shares in Portfolio 31,500,000,000 3,150,000,000,000 -
In accordance with the Deed of Resolutions of the Shareholders of the Company No. 33 dated 18 September 2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta and which has received formalization from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-49556.AH.01.02 Tahun 2013 tanggal 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Tahun 2013 tanggal 24 September 2013, the shareholders approved to increase the authorized capital of the Company which was originally Rp4,500,000,000,000 (four trillion five hundred billion rupiah) to Rp 5,000,000,000,000 (five trillion rupiah) to the Company's capital structure is as follows:
Description Nominal Value Rp100,- per Share Number of Shares Nominal Value (Rp) %
Authorized Capital 50.000.000.000 5.000.000.000.000 100,00 Shareholders: • Mrs. Jd. Desy Sulistio Hidayat 6.750.000.000 675.000.000.000 50,00 • Irwan Hidayat 1.350.000.000 135.000.000.000 10,00 • Sofyan Hidayat 1.350.000.000 135.000.000.000 10,00 • Johan Hidayat 1.350.000.000 135.000.000.000 10,00 • Mrs. Sandra Linata Hidajat 1.350.000.000 135.000.000.000 10,00 • David Hidayat 1.350.000.000 135.000.000.000 10,00 Issued and Paid-up Capital 13.500.000.000 1.350.000.000.000 100,00 Shares in Portfolio 36.500.000.000 3.650.000.000.000 -
4. Structure of Directors and Commissioners In accordance with the Deed of Resolutions of the Shareholders of the Company No. 33 dated 18 September 2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta and which has received formalization from the Ministry of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-AH.01.10-41202 dated 9 October 2013 and was registered in the Company Registry No. AHU-0092499.AH.01.09.Year 2013 dated 9 October 2013 the structure of the Company’s Board of Commissioners and Board of Directors are as follows:
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Board of Commissioners President Commissioner : Sigit Hartojo Hadi Santoso Commissioner : Johan Hidayat Independent Commissioner : Doktorandus Budi Setiawan Pranoto Directors President Director : Irwan Hidayat Director : Sofyan Hidayat Director : David Hidayat Unaffiliated Director : Revi Firmansjah Based on the aforementioned Deed No.33 dated 18 September 2013, the term of office of the Company’s Board of Directors and Board of Commissioners commenced on the signing of Deed No. 33 dated 18 September 2013 until the closing of Company’s Annual GMS held in 2016. The appointment of the Board of Commissioners and Board of Directors was in conformity with Bapepam-LK Rule No. IX.I.6, Annex to Decree The Chairman of Bapepam-LK No. Kep-45/PM/2004 dated 29 November 2004 regarding Directors and Commissioners of a Public Company. Brief information on each member of the Company’s Board of Commissioners and Board of Directors is as follows. Board of Commissioners:
Sigit Hartojo Hadi Santoso – President Commissioner Indonesian Citizen, born in Rembang in 1949 (63 years old). Serving as the Company’s President Commissioner since May 2013. Currently serves as the President Commissioner of PT Muncul Armada Raya (2002 – now).
Johan Hidayat - Commissioner Indonesian Citizen, born in Yogyakarta in 1950 (62 years old). Serving as the Company’s Commissioner since 1972 and is one of the Company’s Shareholders. Currently serves as Commissioner of PT Muncul Mekar (2001 – now), Commissioner of PT Semarang Herbal Indo Plant (2009 – now), Commissioner of PT Muncul Putra Offset (1994 – now), Commissioner of PT Muncul Armada Raya (2002 – now), Commissioner of PT Hotel Candi Baru (2002 – now), Commissioner of PT Mentari Anugerah Sakti (2013 – now) and Director of CV Mekar Subur (2012 – now)
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Budi Setiawan Pranoto – Independent Commissioner Indonesian citizen, born in Semarang in 1947 (66 years old). Serving as the Company’s Independent Commissioner since May 2013. Earned his Bachelor of Economics from University of Diponegoro in 1973. Currenty serves as Chairman of PT Infinite Management Services (May 2007 – now), Chairman PT Togamas Pranata Widyantara (May 2007 – now), and President Director of PT Bisnis Solusi Pranata (May 2007 – now). Previously served as President Director of PT Astra Otoparts (May 1999 – May 2007), President Commissioner and Commissioner of several subsidiaries of PT Astra Otoparts Tbk (May 1999 – May 2007), Vice President Director of PT Astra Graphia Tbk (June 1997 – May 1999), Director of PT Astra Graphia Tbk (June 1997 – June 1998), Vice President Director of PT Mitracorp Pacific Nusantra (February 1995 – February 2003), President Director of PT Astra Multi Sales (July 1993 – July 1999), Vice President Director of PT LG Astra Electronics (July 1993 – May 1995), President Director of PT Graha Kartika Kencana (July 1993 – February 1995) and Director of PT Federal Motor (1990 – 1997).
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Directors:
Irwan Hidayat – President Director Indonesian Citizen, born in Yogyakarta in 1947 (66 years old). Serving as the Company’s President Director since May 2013 and is one of the Company’s Shareholders. Currently serves as Commissioner of PT Muncul Mekar (1994 – now), President Commissioner of PT Semarang Herbal Indo Plant (2009 – now), Commissioner of PT Muncul Putra Offset (1994 – now), Commissioner of PT Muncul Armada Raya (2002 – now), Commissioner of PT Hotel Candi Baru (February 2013 – now), Commissioner of PT Mentari Anugerah Sakti (2013 – now), previously served as the Company’s Commissioner from 1972 – May 2013.
Sofyan Hidayat - Director Indonesian citizen, born in Yogyakarta in 1948 (64 years old). Serving as the Company’s Marketing Director since May 2013 and is one of the Company’s Shareholders. Currently serves as Commissioner of PT Muncul Mekar (2001 – now), Commissioner of PT Semarang Herbal Indo Plant (2009 – now), Commissioner of PT Muncul Putra Offset (1994 – now), Commissioner of PT Muncul Armada Raya (2002 – now), Commissioner of PT Hotel Candi Baru (2013 – now), Commissioner of PT Mentari Anugerah Sakti (2013 – now), previously served as the Company’s Commissioner from 1972 – May 2013.
David Hidayat - Director Indonesian Citizen, born in Semarang in 1955 (57 years old). Serving as the Company’s Operational Director since 1998. Currently serves as Director of PT Muncul Putra Offset (2000 – now), Commissioner of PT Muncul Mekar (1994 – now), President Director of PT Semarang Herbal Indon Plant (2009 – now), Director of PT Muncul Armada Raya (2002 – now), President Director of PT Hotel Candi Baru (February 2013 – now), Commissioner of PT Mentari Anugerah Sakti (2013 – now). Previously served as the Company’s Commissioner (1998 – May 2013).
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Revi Firmansjah – Unaffiliated Director Indonesian Citizen, born in Yogyakarta in 1970 (43 years old). Serving as the Company’s Director since September 2013 and heading the Finance department. Earned his Bachelor of Science (in Marketing & Management) from University of Oregon di Eugene, Oregon in 1993, and Master of Business Administration (in Finance) from University of Miami di Miami, Florida in 1994. Currently, also acted as Advisor of PT MTC Asia Indonesia since May 2011 which previously served as Director of PT MTC Asia (January 2009 - April 2011). Previously also served as a Senior Associate in Grandtag Financial Group (July 2006 - December 2008), Assistant Vice President at Fortis Bank (August 2002 - June 2006), Vice President-Equity Sales of PT GK Goh Indonesia (April 2000 - July 2002) , Finance Manager at PT Gilang Garmindo (Sept 1998-Mar 2000) and the Corporate Finance Manager at PT Indosuez WI Carr Securities, (September 1994 - Agustus1998).
Remuneration of the Board of Commissioners and Directors Salary and benefit paid to the Board of Commissioners and Directors for the year ended 31 December 2012 was Rp585,000,000 and for the year ended 31 December 2011 was Rp552,000,000, whereas for the year ended 31 December 2010, 2009 and 2008 were Rp526,000,000, Rp381,000,000 and Rp186,000,000, respectively. Remuneration Basis for the members of Directors from time to time be determined by the General Meeting of Shareholders and authorized by the General Meeting of Shareholders may be delegated to the Board of Commissioners. Meanwhile, the remuneration basis for the members of the Board of Commissioners from time to time be determined by the AGM. Corporate Secretary In accordance with the provisions of Bapepam-LK Rule No.IX.I.4, Annex to the Decree of Bapepam-LK Chairman No. Kep-63/PM/1996 dated 17 January 1996 regarding the Formation of Corporate Secretary, based on the Decision Letter of the Company’s Board of Director No. 001/SM/SKDIR/VI/2013 dated 18 June 2013, effectively from 18 June 2013, the Company appointed Ms. Tiur Simamora as the Corporate Secretary to perform the duties of a Corporate Secretary as defined in the aforementioned provisions. Name : Tiur Simamora Address : Menara Suara Merdeka Building 6th Floor Jl Pandanaran No.30 Semarang 50134, Indonesia Phone : (+6224) 7692-8811 Fax : (+6224) 7692-8815
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As part of its commitment on transparency to all stakeholders, the Company appointed a Corporate Secretary whose role is to provide information regarding the Company to public (the Government of Indonesia, investors and public), and provide information on relevant regulations to the Board of Directors. The Corporate Secretary provides information on the Company’s condition, market development (particularly concerning regulation) and recommendation to the Management in the effort to comply and fulfill the prevailing capital market regulation. Therefore, the Corporate Secretary has three main functions, i.e., as Liason Officer, Complience Officer and Investor Relation Executive. The Corporate Secretary also plays an important role in providing key information to the stakeholders. Audit Committee In order to comply with the provisions of Bapepam-LK Rule No.IX.I.5, Annex to the Decree of Bapepam-LK Chairman No. Kep-643/BL/2012 dated 7 December 2012 regarding the Formation and Guidelines for Audit Committee, based on the Company’s representation letter dated 9 October 2013, the Company shall establish and appoint an audit committee at a date no later than 6 months since the listing date of the Company’s shares on the IDX or the Company’s next GMS, whichever is earlier. Internal Audit Unit Charter The Company has established Internal Audit Unit and Internal Audit Charter as required by the provisions of Bapepam-LK Rule No. IX.I.7, Annex to the Decree of Bapepam and LK Chairman No. Kep-496/BL/2008 dated 28 November 2008 regarding Establishment and Guidelines on Preparation of Internal Audit Unit Charter, which was stipulated by the Company’s Board of Directors by virtue of Letter No. 002/SM/SKDIR/VI/13 dated 18 June 2013. The Company has appointed Ms. Ho Siu May as the Head of Internal Audit Unit. In carrying out its functions, the Internal Audit Unit duties are as follows: a. Prepare and carry out annual internal audit plan; b. Test and evaluate the implementation of internal control and risk management system in accordance with
the company policies; c. Perform inspection and evaluation on the efficiency and effectiveness in finance, accounting, operational,
human resources, marketing, information technology department and other activities; d. Provide recommendation of improvement and objective information on inspected activities to all levels of
management; e. Prepare and submit audit result report to the President Director and the Board of Commissioners; f. Monitor, analyze and report the implementation of the recommended follow up actions for improvements; g. Cooperate with Audit Committee; h. Prepare a program to evaluate the quality of internal audit activities conducted; and i. Perform special inspection within the scope of internal control as assigned by the President Director.
Internal Audit Unit shall prepare and report their audit result in a report to the auditee. The Head of the department or unit being audited shall response to the audit result within 14 days. The response shall include the steps to be taken by the respective department/unit in order to meet the advices/recommendation for improvements stated in the internal audit report. If considered necessary, a timetable may be set for the steps to be taken by the said department/unit. The audit report shall be submitted to the President Director and copied to the Board of Directors and Board of Commissioners.
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5. Human Resources (HR) HR is the Company’s main assets and plays an important role in determining the success of the Company’s business activities. Being aware of the fact, the Company believes that in order to achieve its missions, efforts to support the development and improvement in human resources qualities are necessary to ensure optimum utilization of HR. The Company does not have any employee with specific expertise in certain area, whose absence will interrupt the continuity of the Company’s operational or business activities. Currently, the Company is supported by more than 3,000 employees with various educational backgrounds who are placed in accordance with their respective expertise, ability and capacity. Continuous improvement on HR quality that is linked to various challenges and changes that constantly exist in the herbal medicine industry remains as the focus for Human Capital Department. Planned, structured and continuously accomplished employees training program continue to occupy the Human Capital Department’s work activities. Various improvements in HR which include the preparation of annual curriculum and training calendar are integrated part of the overall effort to achieve the aforementioned goals. The Company is aware that long term business success is highly reliant on the preparedness and quality of HR. To develop their skills, from time to time employees are provided with opportunities to attend training, courses as well as seminar. The education and training policy for all employees in every lines and level of the organization is implemented intensively throughout the year, either internally or externally. Aside from the considerations described above, the steps taken by the Company also serve as follow-up actions on build-strategy based recruitment policy. Several areas or training topics that continue to gain serious attention from the Company’s management from time to time includes training on work ethics and spirituality; teamwork building; product knowledge on products sold in supermarkets; service excellence; food hygiene, sanitation and safety; information technology system, managerial and supervisory skills development in general. Employee Composition and Remuneration Policy Total employees of the Company and Subsidiaries as of 31 July 2013 were 3,926 employees, which most of them are permanent employees. The Company does not hire foreign workers. With regard to salary and remuneration, the Company has fully complied and adhered to the prevailing regulation concerning UMR (Upah Minimum Regional, Minimum Regional Wage). The Company and Subsidiaries’ employee compositions from 2010 to 31 July 2013 are as follows: By Management Level
Managemant Level
31 July 2013 31 December 2012 31 December 2011 31 December 2010 Amount % Amount % Amount % Amount %
Company Director 12 0.30 8 0.23 8 0.26 8 0.30 Manager 30 0.76 39 1.12 39 1.26 37 1.37 Supervisor 214 5.40 440 12.66 407 13.12 378 14.00 Staff 3,510 88.59 2,803 80.66 2,469 79.62 2,109 78.11 Sub Total 3,766 95.05 3,290 94.68 2,923 94.26 2,532 93.78 MM Director 8 0.20 8 0.23 8 0.26 8 0.30 Manager 13 0.33 11 0.32 11 0.35 10 0.37 Supervisor 11 0.28 11 0.32 9 0.29 9 0.33 Staff 119 3.00 118 3.40 129 4.16 129 4.78 Sub Total 151 3.81 148 4.26 157 5.06 156 5.78 SHIP
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Managemant Level
31 July 2013 31 December 2012 31 December 2011 31 December 2010 Amount % Amount % Amount % Amount %
Director 7 0.18 7 0.20 7 0.23 1 0.04 Manager 1 0.03 1 0.03 1 0.03 1 0.04 Supervisor - 0.00 - 0.00 - 0.00 - 0.00 Staff 37 0.93 29 0.83 13 0.42 10 0.37 Sub Total 45 1.14 37 1.06 21 0.68 12 0.44 Total 3,962 100.00 3,475 100.00 3,101 100.00 2,700 100.00
By Age Level
Age 31 July 2013 31 December 2012 31 December 2011 31 December 2010 Amount % Amount % Amount % Amount %
Company 18 - 24 years 506 12.77 380 10.94 208 6.71 103 3.81 25 - 34 years 1,265 31.93 1,053 30.30 962 31.02 817 30.26 35 - 44 years 747 18.85 721 20.75 706 22.77 672 24.89 45 - 54 years 289 7.29 274 7.88 265 8.55 257 9.52 More than 55 years 959 24.20 862 24.81 782 25.22 683 25.30 Amount 3,766 95.05 3,290 94.68 2,923 94.26 2,532 93.78 MM 18 - 24 years 10 0.25 11 0.32 12 0.39 11 0.41 25 - 34 years 38 0.96 41 1.18 50 1.61 54 2.00 35 - 44 years 53 1.34 44 1.27 53 1.71 53 1.96 45 - 54 years 38 0.96 40 1.15 30 0.97 27 1.00 More than 55 years 12 0.30 12 0.35 12 0.39 11 0.41 Amount 151 3.81 148 4.26 157 5.06 156 5.78 SHIP 18 - 24 years 23 0.58 15 0.43 4 0.13 5 0.19 25 - 34 years 12 0.30 13 0.37 10 0.32 7 0.26 35 - 44 years 4 0.10 3 0.09 1 0.03 - 0.00 45 - 54 years 1 0.03 1 0.03 1 0.03 - 0.00 More than 55 years 5 0.13 5 0.14 5 0.16 - 0.00 Amount 45 1.14 37 1.06 21 0.68 12 0.44 Total 3,962 100.00 3,475 100.00 3,101 100.00 2,700 100.00
By Educational Level
Educational Level
31 July 2013 31 December 2012 31 December 2011 31 December 2010 Amount % Amount % Amount % Amount %
Company Elementary 622 15.70 428 12.32 142 4.58 154 5.70 Junior High 526 13.28 526 15.14 526 16.96 500 18.52 Senior High 1.956 49.37 1.713 49.29 1.662 53.60 1.416 52.44 Associate 41 1.03 41 1.18 38 1.23 31 1.15 Diploma 384 9.69 355 10.22 338 10.90 246 9.11 Bachelor 226 5.70 216 6.22 206 6.64 176 6.52 Master 10 0.25 10 0.29 10 0.32 8 0.30 Doctoral 1 0.03 1 0.03 1 0.03 1 0.04 Sub Total 3.766 95.05 3.290 94.68 2.923 94.26 2.532 93.78 MM Elementary 10 0.25 11 0.32 11 0.35 10 0.37 Junior High 11 0.28 13 0.37 13 0.42 12 0.44 Senior High 68 1.72 64 1.84 68 2.19 70 2.59 Associate 1 0.03 1 0.03 1 0.03 1 0.04 Diploma 9 0.23 10 0.29 13 0.42 14 0.52
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Educational Level
31 July 2013 31 December 2012 31 December 2011 31 December 2010 Amount % Amount % Amount % Amount %
Bachelor 49 1.24 46 1.32 48 1.55 48 1.78 Master 3 0.08 3 0.09 3 0.10 1 0.04 Doctoral - 0.00 - 0.00 - 0.00 - 0.00 Sub Total 151 3.81 148 4.26 157 5.06 156 5.78 SHIP Elementary - 0.00 - 0.00 - 0.00 - 0.00 Junior High - 0.00 - 0.00 - 0.00 - 0.00 Senior High 36 0.91 27 0.78 16 0.52 7 0.26 Associate - 0.00 - 0.00 - 0.00 - 0.00 Diploma 7 0.18 7 0.20 1 0.03 1 0.04 Bachelor 2 0.05 3 0.09 4 0.13 4 0.15 Master - 0.00 - 0.00 - 0.00 - 0.00 Doctoral - 0.00 - 0.00 - 0.00 - 0.00 Sub Total 45 1.14 37 1.06 21 0.68 12 0.44 Total 3.962 100.00 3.475 100.00 3.101 100.00 2.700 100.00
Labor Union In industrial relation management, the Company and the Labor Union play an equal role of business partner. Currently, the Company has a Labor Union that is registered at Semarang Manpower and Transmigration Agency under Registration Number 140/251/OP.SP.85/02 dated 15 February 2002. Employee Welfare The Company always strives to improve its employee welfare, which is one of the work motivations, by providing compensations in the form of salary that at a minimum is equal to the prevailing UMR (Upah Minimum Regional, Minimum Regional Wage). In addition, the Company also provides other facilities as follows:
1. Jamsostek, covering Work-Related Accident Benefit, Death Benefit and Provident Fund Benefit as reflected in Jamsostek Membership Certificate No. 78CL0037, Registration No. LL000061 issued by PT Jamsostek (Persero) on 8 November 1999 under Control No. 2012-49171.
2. Insurance for Hospital Inpatient and Surgery for the Company’s employee 3. Healthcare Facilities in the form of First Aid, polyclinic, doctor on duty and paramedics to serve the
Company’s employee 4. Benefits other than salary 5. Pension Fund Program 6. Worship facilities at work environment for employees.
Work Health and Safety Standards To comply with the provisions of Law No. 1 Year 1970 regarding Work Safety juncto Minister of Manpower Regulation No.PER.04/MEN/1987 regarding Organizing Committee for Work Health and Safety and Procedures for Appointment of Work Safety Experts, the Company’s management has established the P2K3 (Panitia Pembinaan Keselamatan dan Kesehatan Kerja, Organizing Committee for Work Health and Safety), which has been approved by Head of Semarang Regency Manpower and Transmigration Agency under No. 566.4/0569/2010 dated 30 June 2010 regarding Legalization of Organizing Committee of Work Health and Safety at the Company and Decision Letter of Head of Semarang Regency Manpower and Transmigration Agency under No. 568/0228.37/2008 dated 31 March 2008 regarding Inauguration of Administrators of P2K3 (Panitia Pembinaan Keselamatan dan Kesehatan Kerja, Organizing Committee for Work Health and Safety). P2K3 actively provides counseling and monitors work health and safety aspects, particularly within the Company’s factory area.
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In conducting its business activities, the Company is highly aware of the important role of employees in developing the Company. Therefore, the Company always pays careful attention to the work health and safety by implementing industry health and safety standards in accordance with the prevailing Government regulations. Work health and safety are important factors that the Company takes into account in carrying out its production activities. The Company is committed to achieve and maintain the best management level for work health and safety through proper monitoring over workers health and safety that are conducted on a periodical basis. Therefore, the Company provides polyiclinic to anticipate the possibility of sick employees or accidents at work. In addition, the Company also conducts reimbursement program for health cost incurred by employees in obtaining medical treatment. The Company always puts priority over workplace safety and ensures that the Company has implemented proper industry standards for health and safety in accordance with the prevailing Government regulation. Work safety is an important factor that the Company evaluates when conducting expansion and increasing production capacity of the Company’s factory.
6. The Company’s Organization Structure
General Meeting of Shareholders
Directors Board of Commissioners
President Director Audit Committee
Corporate Secretary Internal Audit
Marketing Director
Product Manager
Market Research Manager
Promotion Manager
Finance & Adm Director
Finance Manager
Accounting Manager
Operational Director
Production Manager
R&D Manager
Logistic Manager
HR Manager
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7. Description of the Subsidiaries A. PT Semarang Herbal Indo Plant (“SHIP”) Brief History A legal entity in the form of a Limited Liability Company, established by virtue of the laws of the Republic of Indonesia, domiciled in Semarang and established under the name “PT Semarang Herbal Indo Plant” by virtue of Deed No. 10 dated 10 June 2009, drawn up before Subiyanto Putro, SH, MKn., Notary in Semarang, and has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU-55847 AH.01.01.Year 2009 dated 17 November 2009 and was registered in the Company Registry under No. AHU-0076231.AH.01.09.Year 2009 on 17 November 2009, the Articles of Association of which was last amended by virtue of Deed of Resolutions of Shareholders of PT Semarang Herbal Indo Plant No. 27 dated 21 December 2012, drawn up before Dewikusuma, SH., Notary in Semarang, and has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU-02095.AH.01.02.Year 2013 dated 23 January 2013 and was registered in the Company Registry under No. AHU-0003619.AH.01.09.Year 2013 dated 23 January 2013 and published in the State Gazette of the Republic of Indonesia (SGRI) No. 37 dated 7 May 2013, Supplement No. 27164/2013. Business Activities SHIP may carry out the following business activities: a. Engage in industrial business, which include herbal extract processing industry, traditional medicine industry,
animal and livestock medicine industry and flavor or essence industry; b. Engage in trading, including import, export, local, interprovinces, agency, purveyor, wholesaler, supplier and
distributor for products from herbal extract industry, herbs ingredients, wood, agricultural and plantation products, industrial plantation forest products, traditional medicines, industrial waste and scrap recycled products, and all tradable goods, either for SHIP or on a commission basis for and on behalf of other parties;
c. Engage in ground transportation business, which include expedition and warehousing, passenger transportation and freight related to the conduct of the aforementioned industry and trade business;
d. Engage in general services business, in particular extract services, e-commerce services and traditional medicine research and development services, except for law and tax services;
e. Engage in agricultural business, which include: - Field of Agrobusiness (trade of agricultural products), in particular farms, marine and freshwater fisheries
and aquaculture, plantation, livestock, marine/freshwater biota seeding and cultivation, animal and forestry breeding and cultivation;
- Field of Agroindustry, in particular the processing of agricultural products, fisheries, aquaculture, plantation, livestocks, forest products, eggs frozen processing plant and animal and poultry slaughterhouse.
Up to now, SHIP is engaged in the sale of extracts to third parties and toll manufacturing of some of the Company’s products.
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Board of Commissioners and Directors Based on the Deed of Establishment in relation to Deed of Minutes of Meeting No. 29 dated 31 August 2010, drawn up before Subiyanto Putro SH, MKn., Notary in Semarang, which were consecutively reported to the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company Data Changes No. AHU-AH.01.10-25948 dated 14 October 2010 and registered in the Company Registry under No. AHU-0074507.AH.01.09.Tahun 2010 dated 14 October 2010, and Notification Letter of Company Data Changes No. AHU-AH.01.10-25949 dated 14 October 2010 and registered in the Company Registry under No. AHU-0074508.AH.01.09.Tahun 2010 dated 14 October 2010, the structure of PT Semarang Herbal Indo Plant’s executive boards is as follows: Board of Commissioners: President Commissioner : Irwan Hidayat Commissioner : Sofyan Hidayat Commissioner : Johan Hidayat Commissioner : Mrs. Sandra Linata Hidajat Commissioner : Mrs. Desy Sulistio Hidajat Directors: President Director : David Hidayat Director : Roy Anton Capital and Shareholding Structure In accordance with the Deed of Resolutions of the Shareholders of PT Semarang Herbal Indo Plant No. 40 dated 26 December 2012, drawn up before Dewikusuma, SH, Notary in Semarang, which has been reported to the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company Data Changes No. AHU-AH.01.10-03962 dated 8 February 2013 and was registered in the Company Registry under No. AHU-0009203.AH.01.09.Year 2013 dated 8 February 2013, the capital and shareholding structure of PT Semarang Herbal Indo Plant are as follows:
Description Nominal Value Rp1,000,000 per Share Total Shares Nominal Value (Rp) Percent
Authorized Capital 109,000 109,000,000,000 100% Shareholders: • Mrs. Jd. Desy Sulistio Hidajat 1 1,000,000 0.01% • PT Industri Jamu dan Farmasi Sido Muncul 108,999 108,999,000,000 99.99% Issued and Paid-up Capital 109,000 109,000,000,000 100.00% Shares in Portfolio - - -
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Key Financial Highlights
(in millions of Rupiah)
Statements of Financial Position 31 July 2013
31 December 2012 2011 2010
Current Assets 20,737 57,774 3,180 5,970 Non-current Assets 100,033 52,596 55,590 50,335 Total Assets 120,770 110,370 58,769 56,304 Current Liabilities 3,279 1,048 2,033 5,121 Non-current Liabilities 861 306 160 4 Total Liabilities 4,141 1,354 2,193 5,125 Total Equity 116,630 109,017 515,381 346,409 Total Liabilities & Equity 120,770 110,370 58,769 56,304
(in millions of Rupiah)
Statement of Comprehensive Income (Losses)
For the Seven Months Period Ended 31 July For the Year Ended 31 December 2013 20121 2012 2011 20102
Revenue 17,983 8,118 19,258 1,612 - Gross Profit (Loss) 7,945 (571) 14,922 (2,663) (-) Operating Expense 1,997 646 986 983 286 Income (Losses) before Tax 9,090 (1,193) 3,404 3,642 197 Comprehensive Income (Losses) 7,126 (1,229) 3,440 3,603 196
Note 2 : SHIP commenced operation in 2011. Analyses on SHIP’s financial statement accounts with fluctuations above 30% compared to the previous year are presented below: Statement of Financial Position 8. Assets
As of 31 December 2012 compared to 31 December 2011 As of 31 December 2012, SHIP’s total assets was Rp110,370 million, increased by Rp51,601 million or equaled to 87.80% compared to total assets as of 31 December 2011, which amounted to Rp58,769 million. The increase was mainly due to the increase in cash and bank by Rp55,870 million as a result of receipt of advance payment of capital from the shareholders in 2012 at the amount ot Rp34,000 million. In addition, SHIP also received proceeds from capital contribution of Rp15,000 million.
9. Liabilities As of 31 July 2013 compared to 31 December 2012 On July 31, 2013, SHIP has total liabilities amounted to USD 4,141 million, increased by Rp2.787 million, equivalent to 205.90% as compared to total liabilities as of 31 December 2011 amounted to Rp1.354 million. This increase was primarily due to increases in the tax debt which is the estimated current year income tax debts amounting to Rp1.625 million.
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As of 31 December 2012 compared to 31 December 2011 As of 31 December 2012, SHIP’s total liabilities was Rp1,354 million, decreased by Rp840 million or equaled to 38.28% compared to total liabilities as of 31 December 2011, which amounted to Rp2,193 million. The decrease was mainly due to the decrease in shareholders’ loan as a result of repayment to shareholders by SHIP at the amount of Rp2,000 million. As of 31 December 2011 compared to 31 December 2010 As of 31 December 2011, SHIP’s total liabilities was Rp2,193 million, decreased by Rp2,932 million or equals to 57.21% compared to total liabilities as of 31 December 2010, which amounted to Rp5,125 million. The decrase was mainly due to the decrease in other payables by Rp5,087 million as a result of payment of other payables to third parties.
10. Equity Growth As of 31 December 2012 compared to 31 December 2011 SHIP’s total equity as of 31 December 2012 was Rp109,017 million, increased by Rp52,440 million or equaled to 92.69% compared to total equity as of 31 December 2011, which amounted to 56,576 million. The increase was mainly due to the increase in SHIP’s issued and paid-up capital by Rp15,000 million and advance payment of capital of Rp34,000 million as a result of the increase in SHIP’s authorized capital.
Statement of Comprehensive Income (Losses) a. Revenue
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 SHIP’s revenue for the seven months period ended 31 July 2013 reached Rp17,983 million, increased by Rp9,865 million or equaled to 121.52% compared to revenue for the seven months period ended 31 July 2012, which amounted to Rp8,118 million. The increase was mainly derived from SHIP’s sales to the Company for the seven months period ended 31 July 2013, which amounted to Rp17,923 million, significantly increased compared to similar period in 2012, which amounted to Rp8,118 million. The year ended 31 December 2012 compared to the year ended 31 December 2011 SHIP’s revenue for the year ended 31 December 2012 reached RP19,258 million, increased by Rp17,646 million or equaled to 1,094.82% compared to revenue for the year ended 31 December 2011, which amounted to Rp1,612 million. The increase was mainly derived from SHIP’s sales to the Company, which significantly increased to Rp19,219 million in 2012 compared to sales in 2011, which amounted to Rp1,612 million.
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b. Cost of Services The year ended 31 December 2012 compared to the year ended 31 December 2011 SHIP’s Cost of Services for the year ended 31 December 2012 was Rp14,922 million, increased by Rp10,647 million or equals to 249.03% compared to Cost of Services for the year ended 31 December 2011, which amounted to Rp4,275 million. The increase was in line with the increase in SHIP’s revenue. In addition, the increase in Cost of Services was also due to the increase in indirect production cost and alcohol by Rp6,104 million and Rp2,375 million, respectively.
c. Gross Profit The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 SHIP’s Gross Profit for the seven months period ended 31 July 2013 was Rp7,945 million, increased by Rp8,516 million or equaled to 1.492,24%compared to SHIP’s Gross Loss for the seven months period ended 31 July 2012, which amounted to Rp571 million.The increase was due to the increase in SHIP’s revenue, which resulted in higher gross profit compared to similar period in the previous year. The year ended 31 December 2012 compared to the year ended 31 December 2011 SHIP’s Gross Profit for the year ended 31 December 2012 was Rp4,337 million, increased by Rp7,000 million or equaled to 262.83% compared to SHIP’s Gross Loss for the year ended 31 December 2011, which amounted to Rp2,663 million. The increase was due to the increase in SHIP’s revenue, which resulted in higher gross profit compared to similar period in the previous year.
d. Net Profit The seven months period ended 31 July 2013 compared to the seven months period ended 31 July 2012 SHIP’s Net Profit for the seven months period ended 31 July 2013 was Rp7,126 million, increased by Rp8,355 million or equaled to 679.70% compared to Net Loss for the seven months period ended 31 July 2012, which amounted to Rp1,129million. The increase was due to the increase in SHIP’s revenue, which resulted in higher net profit compared to similar period in the previous year. The year ended 31 December 2012 compared to the year ended 31 December 2011 SHIP’s Net Profit for the year ended 31 December 2012 was Rp3,440 million, increased by Rp7,044 million or equaled to 195.48% compared to Net Loss for the year ended 31 December 2011, which amounted to Rp3,603 million. The increase was due to the increase in SHIP’s revenue, which resulted in higher net profit compared to similar period in the previous year.
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B. PT Muncul Mekar (”MM”) Brief History A legal entity in the form of a Limited Liability Company, established by virtue of the laws of the Republic of Indonesia, domiciled in Semarang and established under the name “PT Muncul Mekar” by virtue of Deed No. 38 dated 29 December 1986, drawn up before Hartanto Pandji Surya, SH., Notary in Semarang, the deed of which has received formalization from the Minister of Justice of the Republic of Indonesia by virtue of Decision Letter No. C2-6018-HT.01.01.TH.87 dated 22 September 1987, and was registered in the General Registry at Semarang Secretariat of District Court on 20 October 1987 under No. 365/1987/II and was announced in the SGRI No. 33 dated 23 April 1999, SSGRI No. 2392/1999, the Articles of Association of which was last amended by virtue of Deed of Resolutions of the Shareholders of PT Muncul Mekar No. 28 dated 21 December 2012, drawn up before Dewikusuma, SH., Notary in Semarang, the deed of which has received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU-02096.AH.01.02.Tahun 2013 dated 23 January 2013 and was registered in the Company Registry under No. AHU-0003620.AH.01.09.Year 2013 dated 23 January 2013 and published in the State Gazette of the Republic of Indonesia (SGRI) 37 dated 7 May 2013, Supplement No. 27161/2013. Business Activities PT Muncul Mekar may carry out the following business activities: a. Engage in trading, including import, export, local, inter-provinces, agency, purveyor, wholesaler, supplier and
distributor of medicines (pharmaceutical), herbs, herbs inggredients, cosmetics, health related food and beverages, either for MM or based on commission for and behalf other parties;
b. Engage in ground transportation, which includes expedition and warehousing, passenger transportation and freight;
c. Engage in agricultural business, which includes: - Field of Agrobusiness (trade of agricultural products), in particular farms, marine and freshwater fisheries
and aquaculture, plantation, livestock, marine/freshwater biota seeding and cultivation, animal and forestry breeding and cultivation;
- Field of Agroindustry, in particular the processing of agricultural products, fisheries, aquaculture, plantation, livestocks and forest products.
Up to now, MM is engaged in general trading of the Company’s products. Board of Commissioners and Directors Based on Deed of Minutes of Meeting of Extraordinary General Meeting of Shareholders of PT Muncul Mekar, Semarang No. 07 dated 23 April 2012, drawn up before Catarina Mulyani Santoso, SH., MH., Notary in Semarang, the deed of which was reported to the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company Data Changes No. AHU-AH.01.10-17882 dated 16 May 2012 and was registered in the Company Registry under No. AHU-0044535.AH.01.09.Year 2012 dated 16 May 2012, the structure of PT Muncul Mekar’s executive boards is as follows:
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Board of Commissioners: President Commissioner : Mrs. Desy Sulistio Hidajat Commissioner : Irwan Hidayat Commissioner : Sofyan Hidayat Commissioner : Johan Hidayat Commissioner : Mrs. Sandra Linata Hidajat Commissioner : David Hidayat Directors: Director : Mrs. Theresia Muljaningsih Djasman Capital and Shareholding Structure In accordance with the Deed of Resolutions of Shareholders of PT Muncul Mekar No. 48 dated 26 December 2012, drawn up before Dewikusuma, SH., Notary in Semarang, the deed of which has been reported to the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company Data Changes No. AHU-AH.01.10-02979 dated 4 February 2013 and was registered in the Company Registry under No. AHU-0007109.AH.01.09.Year 2013 dated 4 February 2013, the capital and shareholding structure of PT Muncul Mekar are as follows: Description Nominal Value Rp 1,000,000 per Share
Total Shares Nominal Value (Rp) Percent Authorized Capital 899,700 899,700,000,000 100.00% Shareholders: • Mrs. Jd. Desy Sulistio Hidajat 1 1,000,000 0.01% • PT Industri Jamu dan Farmasi Sido Muncul 899,699 899,699,000,000 99.99% Issued and Paid-up Capital 899,700 899,700,000,000 100.00% Shares in Portfolio - - - Key Financial Highlights
(in millions of Rupiah)
Statements of Financial Position 31 July 2013
31 December 2012 2011 2010
Current Assets 718,807 964,618 254,970 187,398 Non-current Assets 314,386 11,499 12,342 13,269 Total Assets 1,033,193 997,117 267,312 200,667 Current Liabilities 85,726 69,269 217,356 166,223 Non-current Liabilities 298 673 846 3,292 Total Liabilities 86,025 69,943 218,202 169,515 Total Equity 947,168 906,174 49,110 31,152 Total Liabilities and Equity 1,033,193 997,117 267,312 200,667
(in millions of Rupiah)
Statements of Comprehensive Income (Losses)
For the Seven Months Period Ended 31 July For the Year Ended 31 December
2013 20121 2012 2011 2010 Sales 1,357,785 1,318,607 2,337,892 2,159,539 1,840,562 Gross Profit 82,161 84,648 142,265 116,005 84,403 Operating Expense 32,269 32,981 98,790 92,730 64,348 Income/Losses before Income Tax 50,541 33,111 66,792 23,957 20,298 Comprehensive Income 40,994 24,845 50,385 17,957 14,931
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Analyses on MM’s financial statement accounts with fluctuations above 30% compared to the previous year are presented below: Statements of Financial Position a. Assets
The year ended 31 December 2012 compared to the year ended 31 December 2011 MM’s total assets as of 31 December 2012 was Rp976,117 million, increased by Rp708,805 million or equaled to 265.16% compared to total assets as of 31 December 2011, which amounted to Rp267,312 million. The increase was mainly due to the increase in other receivable by Rp399,968 million as a result of loan granted to the Company. In addition, cash and cash equivalents also increased by Rp261,089 million as a result of receipt of advance payment for capital from the shareholders with regards to the increase in MM’s authorized capital. The year ended 31 December 2011 compared to the year ended 31 December 2010 MM’s total assets as of 31 December 2011 was Rp267,312million, increased by Rp66,645 million or equaled to 33.21% compared to total assets as of 31 December 2010, which amounted to Rp200,667 million. The increase was mainly due to the increase in other receivables by Rp35,050 million, which represented receivable on guarantee from Sub-Representative paid to the Company. In addition, trade receivable also increased by Rp34,156 million as a result of MM’s sales to third parties.
b. Liabilities
The year ended 31 December 2012 compared to the year ended 31 December 2011 MM’s total liabilities as of 31 December 2012 was Rp69,943 million, decreased by Rp148,260 million or equaled to 67.95% compared to total liabilities as of 31 December 2011, which amounted to Rp218,202 million. The decrease was mainly due to the decrease of trade payables by Rp164,241 million due to MM’s payment of its payable to the Company for the purchase of goods. The year ended 31 December 2011 compared to the year ended 31 December 2010 MM’s total liabilities as of 31 December 2011 was Rp218,202 million, increased by Rp48,688 million or equaled to 28.72% compared to total liabilities as of 31 December 2010, which amounted to Rp169,515 million. The increase was mainly due to the increase in other payables by Rp34,622 million, which mainly consisted of guarantee paid by MM for receivables factoring. In addition, trade payables also increased by Rp17,473 million, which represented payables for MM’s purchase to the Company.
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c. Equity
On 31 December 2012 compared to the year ended 31 December 2011 MM’s total equity as of 31 December 2012 was Rp906,174 million, increased by Rp898,680 million or equaled to 88105,88% compared to total equity as of 31 December 2011, which amounted to Rp49,110 million. The increase was mainly due to the increase in receipt of advance payment for capital from the shareholders with regards to the increase of MM’s authorized capital. On 31 December 2011 compared to the year ended 31 December 2010 MM’s total equity as of 31 December 2011 was Rp49,110 million, increased by Rp17,957 million or equaled to 57.64% compared to total equity as of 31 December 2010, which amounted to Rp31,152 million. The increase was mainly due to the net profit recorded by MM in 2011, which amounted to Rp17,957 million.
Statement of Comprehensive Income/Losses a. Gross Profit
The year ended 31 December 2011 compared to the year ended 31 December 2010 MM’s Gross Profit for the year ended 31 December 2011 was Rp116,005 million, increased by Rp31,602 million or equaled to 37.44% compared to MM’s Gross Profit for the year ended 31 December 2010, which amounted to Rp84,403 million. The increase was due to the increase in the Company’s sales.
b. Operating Expenses The year ended 31 December 2011 compared to the year ended 31 December 2010 MM’s Operating Expenses for the year ended 31 December 2011 was Rp92,730 million, increased by Rp28,382 million or equaled to 44,11% compared to Operating Expenses for the year ended 31 December 2010, which amounted to Rp64,348 million. The increase in Operating Expenses was mainly due to the increase in outlet bonus by Rp19,171 million and herbs deliveries expenses of Rp6,137 million.
c. Other Income (Expenses) The seven months period ended 31 July 2013 compared to the seven months period ended 31 March 2012 MM’s Other Income for the seven months period ended 31 July 2013 was Rp18,272 million, increased by Rp18,142 million or equaled to 13898.46% compared to Other Income for the seven months period ended 31 July 2012, which amounted to Rp131 million. Other Income mainly consisted of interest from time deposits and the foreign exchange gain on investment.
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The year ended 31 December 2012 compared to the year ended 31 December 2011 MM’s Other Income for the year ended 31 December 2012 was Rp23,317 million, incrased by Rp22,635 million or equaled to 3319.20% compared to Other Income for the year ended 31 December 2011, which amounted to Rp682 million, which was mainly due to incentive income from the Company.
d. Comprehensive Income The seven months period ended 31 July 2013 compared to the seven months period ended 31 March 2012 MM’s Comprehensive Income for the seven months period ended 31 July 2013 was Rp40,994 million, increased by Rp16,149 million or equaled to 65,00% compared to Comprehensive Income for the seven months period ended 31 July 2012, which amounted to Rp24.845 million. The increase was mainly due to higher other income, which is the recovery of allowance for impairment of receivables. In addition, MM also receive other comprehensive income from the increase investasike Universal Ventures Funds, SCC amounted Rp2.860 million. The year ended 31 December 2012 compared to the year ended 31 December 2011 MM’s Comprehensive Income for the year ended 31 December 2012 was Rp50,385 million, increased by Rp32,427 million or equaled to 180.58% compared to Comprehensive Income for the year ended 31 December 2011, which amounted to Rp17,957 million. The increase was mainly due to the increase in gross profit by Rp26,260 million or equaled to 22.64%. In addition, MM also received incentive income, which amounted to Rp20,964 million.
8. Associations by way of Ownership, Management and Supervision of the Company and its
Subsidiaries
Name The Company MM SHIP Sigit Hartojo Hadi Santoso President Commissioner - - Johan Hidayat Commissioner Commissioner Commissioner Budi Setiawan Pranoto Independent Commissioner - - Irwan Hidayat President Director Commissioner President Commissioner Sofyan Hidayat Director Commissioner Commissioner David Hidayat Director Commissioner President Director Revi Firmansjah Unaffiliated Director - -
The Company
Desy Sulistio Hidayat
PT Muncul Mekar PT Semarang Herbal Indo Plant
Irwan Hidayat Sofyan Hidayat Sandra Linata Hidajat David HidayatJohan Hidayat
99,99% 99,99%
50.00% 10.00% 10.00% 10.00% 10.00% 10.00%
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9. Transactions with Affiliated Parties The Company’s Transactions with Affiliated Parties are as follows:
No. Document/Agreement Name
Parties Type of Transaction Volume/Value (Rp)
Duration
1. Manufacturing Services Cooperation Agreement No.001/SPKJM/XI/2011 dated 23 November 2011
The Company as the First Party and SHIP as the Second Party
Both parties agreed to enter into an agreement of manufacturing services cooperation Scope of Work Type of Work: Toll Manufacturing Location: SHIP’s factory Specification: Extract Processing
Rp22,000 / kg (inclusive of 10% VAT)
Indefinite
2. Lease Agreement dated 19 December 2012, privately arranged and duly stamped and the Amendment dated 7 January 2013
The Company as Lessor and SHIP as Lessee
Lease of building located on land registered under Building Rights Title Certificate No.37/Ngenpon with a total area of 90,148m2, registered under the Company’s name.
a. Rp150,000,000.- for a lease period from 1 August 2010 to 31 July 2011.
b. Rp150,000,000.- for a lease period from 1 August 2011 to 31 July 2012.
c. Rp300,000,000 for a lease period from 1 August 2012 to 31 July 2020.
For a period of 10 years commencing on 1 August 2010 and will expire on 31 July 2020.
3. Agreement dated 19 February 2011
The Company as the First Party and MM as the Second Party
Agreement to distribute the Company’s products, which include powder herbs, liquid herbs, instant herbs and nature blessing.
Based on purchase order
5 years (19 Feb 2011 to 19 Feb 2016)
4 Lease Agreement dated 1 June 2013
The Company as Lessor and PT Muncul Putra Offset as Lessee
Lease of building on Jl Soekarno Hatta km 28, Klepu, Bergas, Semarang Regency
Rp300.000.000 plus 10% VAT
1 June 2013 to 31 May 2014
5. Cooperation Agreement between PT Industri Jamu dan Farmasi Sido Muncul Tbk and PT Muncul Putra Offset dated 17 July 2013
The Company and PT Muncul Putra Offset
Cooperation to produce and/or manufacture the Company’s product packagings.
As needed through issuance of Work Order
Commencing on 1 March 2013 and will terminate upon mutual agreement of the parties
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No. Document/Agreement Name
Parties Type of Transaction Volume/Value (Rp)
Duration
6. Cooperation Agreement between PT Industri Jamu Dan Farmasi Sido Muncul Tbk and PT Muncul Armada Raya dated 17 July 2013
The Company and PT Muncul Armada Raya
Cooperation to transport the Company’s finished goods and raw materials
As needed through issuance of Work Order
Commencing on 1 March 2013 and will terminate upon mutual agreement of the parties
7.. Lease Agreement dated 3 January 2013
The Company and PT Muncul Anugrah Sakti (Lessee)
Vehicle lease agreement of 8 unit of cars
Rp600,000,000 plus 10% VAT and subject to WHT Art. 23
1 January 2012 to 31 December 2013
8. Trade Secret License Agreement dated 2 September 2013
Hidayat Family (First Party) and Company (Second Party)
Licensing of the Company's trade secrets to using the recipe/formula Sido Muncul secret herbs and the knowledge and skills (know-how) related to manufacture herbal and traditional medicines obtan and trading with Sido Muncul worldwide brand
Payment of royalty 1.5% of the net sales of the Company’s products .
Valid during the validity period of the Second Party legal entity (company)
9. Letter Debt Recognition No. 009/SKE.CONT/IJFSM/2013 dated 20 September 2013
Company as the Creditor and SHIP as the Debtor
Loans for working capital of the Company. There are no guarantees and not be charged.
Rp 18,000,000,000
31 December 2013
10. Letter Debt Recognition No. 008/SKE.CONT/IJFSM/2013 tanggal 20 September 2013
Company as the Creditor and MM as the Debtor
Loans for working capital of the Company. There are no guarantees and not be charged.
Rp 420,700,000,000
31 December 2013
11. Letter Debt Recognition dated 20 September 2013
PT Hotel Candi Baru as the Creditor and Company as the Debtor
Loans for working capital of PT Hotel Candi Baru. There is no guarantee and the bear interest in accordance with the applicable provisions of state banks as of the date of 26 September 2013
Rp 87,975,415,277
31 December 2013
12. Car and Motorcycle Rental Contract
Company as the lesse and PT Dasa Tri Manunggal as the lessor
Lease contract vehicle with a total of 26 units of the vehicles, which consists of 20 cars and the 6 motorcycles.
Rp1,523,400,000 With each period is 1 year contract
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10. Insurance As of the date of issuance of this Prospectus, the Company has protected its assets, which are in the form of outlet or shops, including anything included therein and assets in the form of motor vehicles, from potential risks by entering into the following insurance policies: i. Property Insurance
No. Insurance
Company and Policy No.
Insured Property Location
Risk Coverage and Sum Insured
Insurance Period
Insured Party
1. Asuransi Wahana Tata #002.1050.201.2013.000621.00
Jl Industri Raya A4-A5, LIK, Semarang
Property All Risk on building, electrical installation and inventory. Rp1,000,000,000
27 January 2013 to 27 January 2014
The Company
2. Asuransi Wahana Tata #002.4050.201.2013.000234.00
Jl Soekarno Hatta km 28, Bergas Subdistrict, Klepu, Semarang Regency, Jawa Tengah
Industrial All Risk on installed machineries Rp1,332,970,000
27 January 2013 to 27 January 2014
The Company
3. PT Asuransi Asoka Mas #51.297.300.13.0063
Jl Soekarno Hatta km 28, Bergas Subdistrict, Klepu, Semarang
Industrial All Risk on building. Rp14,200,000,000
26 April 2013 to 26 April 2014
The Company
4. PT Asuransi Ekspor Indonesia (Persero) #002011013000096
Jl Soekarno Hatta km 28, Bergas Subdistrict, Klepu, Semarang.
Industrial All Risk on buildings and machineries Rp6,000,000,000
28 Juni 2013 to 28 Juni 2014
The Company
5. PT Asuransi Ekspor Indonesia (Persero) #002011013000136
Jl Soekarno Hatta km 28, Bergas Subdistrict, Klepu, Semarang Regency
Industrial All Risk on building, including anything included therein, machineries, inventory Rp355,000,000,000
8 July 2013 to 8 July 2014
The Company
6. Asuransi Wahana Tata #002.4050.201.2013.000263.00
Jl Industri 2A/19-20, LIK, Semarang
Industrial All Risk on buiding, furniture and fixtures, machineries and inventory Rp15,500,000,000
27 January 2013 to 27 January 2014
The Company
7. Asuransi Wahana Tata #002.4050.201.2012.002942.00
Jl Soekarno Hatta km 28, Kecamatan Bergas, Klepu, Kabupaten Semarang.
Industrial All Risk on building, machineries such as coffee machine and coffee inventory. Rp24,000,000,000
8 December 2012 to 8 December 2013
The Company
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No. Insurance
Company and Policy No.
Insured Property Location
Risk Coverage and Sum Insured
Insurance Period
Insured Party
8. Asuransi Wahana Tata #002.4050.201.2012.002981.00
Jl Soekarno Hatta km 28, Kecamatan Bergas, Klepu, Kabupaten Semarang
Industrial All Risk on building, including electrical installation, machineries and its electrical installations, candy and health beverage inventory. Rp10,000,000,000
13 December 2012 to 13 December 2013
The Company
ii. Vehicle Insurance
No Insurance Company and
Policy No.
Type of Vehicle and License Number
Risk Coverage and Sum Insured
Insurance Period
Insured Party
1. PT Asuransi Himalaya Pelindung
9 four wheel vehicles • Comprehensive • Strikes, unrests,
riots, terrorism and sabotages
• Third parties liability • Personal Accident
for drivers and passengers
• Medical Benefit for drivers and passengers
• Natural Disasters • Terrorism and
sabotages (unrests, strikes, riots, terrorism and sabotages)
• Partial Loss • Total Loss • Damages to Wheels • Kerusakan roda Total Sum Insured: Rp1,297,000,000
26 January 2013 to 25 April 2014.
The Company
2. PT. Lippo General Insurance Tbk
2 four wheel vehicles Rp2,750,000,000 25 November 2012 to 28 January 2014
The Company
3. PT Axa Asuransi Indonesia
1 four wheel vehicles Rp1,650,000,000 19 November 2012 to 18 November 2013
The Company
The Company is not affiliated to insurance companies where the Company’s assets are insured.
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The Company hereby represents that the sums insured are adequate to cover the existing risks. 11. Material Agreements with Third Parties As of the date of issuance of this Prospectus, the Company and its Subsidiaries have entered into material agreements with third parties and affiliated parties as described below: A. Credit/Financing Agreement
The Company entered into several credit agreements with PT Bank Central Asia Tbk (“Bank BCA”) as set forth in the following table:
No. Agreement Name Credit Facilities Period Deed of Amendment and
Reaffirmation of Credit Agreement No. 150 dated 16 March 2012, which was amended several times by virtue of Deed of Amendment of Credit Agreement No. 138 dated 21 December 2012, Deed of Amendment of Credit Agreement No. 86 dated 18 January 2013 and last amended by Deed of Amendment of Credit Agreement No. 14 dated 6 February 2013, all of which were drawn up before Prof.Dr. Liliana Tedjosaputro, SH., MH., Notary in Semarang
Obtained credit facilities, which consists of: a. Local Credit Facility (Current
Account) with a maximum amount of Rp200,000,000,000
b. Omnibus Letter of Credit (L/C) Facilities, which consists of Sight L/C and Usance L/C with a maximum principal amount of Rp20,000,000,000. LC may be issued in US Dollar and Japanese Yen
c. Time Loan Revolving, with a maximum principal amount of Rp300,000,000,000.
Cut-off time for withdrawal and/or the use of Credit Facilities are as follows: a. Local Credity Facility
(Current Account) expires on 16 November 2013
b. Omnibus L/C Facility expires on 16 November 2013
c. Time Loan Revolving Facility expires on 21 December 2013
The facilities shall be fully paid at the end of cut-off time referred to above.
B. Investment Agreement
Investment Agreement with Universal Ventures Fund Based on Engagement Letter (“Agreement”) dated 1 February 2013 and Subscription Agreement (“Agreement”) dated 26 February by and between the Company as (“Subscriber”) and Universal Ventures Fund (“UVF”), the Company agreed to invest in Universal Ventures Fund, an investment company established by virtue of the Laws of Barbados, which posess the license to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados, under the following terms and conditions: Type of Investment The Subscriber agreed to invest US$25,000,000 (twenty five million United States Dollar), to be invested in class K shares totaling 249,500 (two hundred forty nine thousand five hundred) shares or a total value of US$24,950,000 (twenty four million nine hundred fifty thousand United States Dollar). From the investment fund of US$25,000,000 (twenty five million United States Dollar), UVF charged a management fee of 0.2% (zero point two percent) or US$50,000 (fifty thousand United States Dollar) as an annual management fee that shall be paid up-front.
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C. Subsidiaries’ Agreements 1. PT Semarang Herbal Indo Plant (“SHIP”)
Investment Agreement with Universal Ventures Fund
Based on Subscription Agreement (“Agreement”) dated 22 February 2013 between SHIP (“Subscriber”) and Universal Ventures Fund, SCC, (“UVF”), SHP agreed to invest in shares of Universal Ventures Fund, an investment company established by virtue of the Laws of Barbados, which posess the license to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados. The investment has been approved by the General Meeting of Shareholers as stated in Minutes of General Meeting of Shareholders of SHIP dated 14 January 2013. Type of Investment In accordance with UVF’s letter to SHIP dated 26 February 2013, it is confirmed that an investment fund totaling US$5,000,000 (five million United States Dollar) was received and UVF has charged a management fee of 0.2% (US$10,000) and the remaining fund of US$4,990,000 (four million nine hundred ninety-nine thousand United States Dollar) is invested in Z class shares (revocable shares by following the procedures as set forth in the Offering Memorandum Relating to the Offer for Subscription of Fund Shares of Universal Ventures Fund, SCC) totaling 49,900 (forty nine thousand nine hundred) shares for and on behalf of SHIP.
2. PT Muncul Mekar (“MM”) Investment Agreement with Universal Ventures Fund Based on Subscription Agreement (“Agreement”) dated 25 February 2013 between MM (“Subscriber”) and Universal Ventures Fund, SCC, (“UVF”), MM agreed to invest in shares of Universal Ventures Fund, an investment company established by virtue of the Laws of Barbados, which posess the license to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados. The investment has been approved by the General Meeting of Shareholers as stated in Minutes of General Meeting of Shareholders of MM dated 14 January 2013. Type of Investment In accordance with UVF’s letter to MM dated 26 February 2013, it is confirmed that an investment fund totaling US$29,350,000 (twenty nine million three hundred fifty thousand United States Dollar) was received and UVF has charged a management fee of 0.2% (US$58,700) and the remaining fund of US$29,291,300 (twenty nine million two hundred ninety-one thousand three hundred United States Dollar) is invested in W class shares (revocable shares by following the procedures as set forth in the Offering Memorandum Relating to the Offer for Subscription of Fund Shares of Universal Ventures Fund, SCC) totaling 292,913 (two hundred ninety two thousand nine hundred thirteen) shares for and on behalf of MM.
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12. Legal Proceedings faced by the Company Up to the date of issuance of this Prospectus, the Company is not currently nor have ever been involved in civil code lawsuits and/or other disputes in front of the court of law, the Indonesian National Board of Arbitration, or administrative dispute with the authorized government agencies, or commercial court, or tax court, which may have material adverse effect to the Company’s position, role and/or going concern, nor have the Company ever been declared bankrupt. 13. The Company’s Fixed Assets Register As of the date of issuance of this Prospectus, the Company owns and/or possesses the following assets: a. Land and Building
The Company owns assets in the form of land and buildings as detailed below:
No. Location Area (m2) Right
Holder Owned Based on Lien on Land/Building Period
1. Diwak Village, Klepu Subdistrict, Semarang Regency, Central Java Province
±131,975
The Company
Building Rights Title Certificate (Sertifikat Hak Guna Bangunan – SHGB) No. 1 dated 9 January 1996, issued by Head of Land Agency of Semarang Regency
Situation Drawing: No. 75/1996 dated 9 January 1996.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 2 March 2025
2. Bergas Kidul Village, Klepu Subdistrict, Semarang Regency, Central Java Province
±9,615 The Company
SHGB No. 9 dated 30 November 1995, issued by Head of Land Agency of Semarang Regency Situation Drawing: No. 4171/1995 dated 31 October 1995.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 30 November 2025
3.
Diwak Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±9,886
The Company
Building Rights Title Certificate (Sertifikat Hak Guna Bangunan – SHGB) No.2 dated 21 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00002/Diwak/2013 dated 21 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 17 January 2043
84
No. Location Area (m2) Right Holder Owned Based on Lien on
Land/Building Period
4. Diwak Village, Bergas Subdistrict, Semarang Regency, Central Java province, based on Building Rights Title Certificate (Sertifikat Hak Guna Bangunan – SHGB) No. 3 dated 21 January 2013
±8,232 The Company
SHGB No. 3 dated 21 January 2013, dikeluarkan oleh issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00001/Diwak/2013 dated 21 January 2013
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 17 January 2043
5. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±363 The Company
SHGB No. 18 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00011/Bergaskidul/2013 dated 15 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
6. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±236 The Company
SHGB No. 19 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00009/Bergaskidul/2013 dated 15 January 2013
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
7. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±639 The Company
SHGB No. 20 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00005/Bergaskidul/2013 dated 15 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
8. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±496 The Company
SHGB No. 21 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency.
Survey Certificate No. 00006/bergaskidul/2013 dated 15 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
9. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±2,106 The Company
SHGB No. 22 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency.
Survey Certificate No. 00010/Bergaskidul/2013 dated 15 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
10. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±400 The Company
SHGB No. 23 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency.
Survey Certificate No. 00007/Bergaskidul/2013 dated 15 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
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No. Location Area (m2) Right Holder Owned Based on Lien on
Land/Building Period
11. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±2,628 The Company
SHGB No. 24 dated 16 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00008/Bergaskidul/2013 dated 15 January 2013
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 9 January 2043
12. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±29,442 The Company
SHGB No. 25 dated 21 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00013/Bergaskidul/2013 dated 21 January 2013
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 17 January 2043
13. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±12,814 The Company
SHGB No. 26 dated 21 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00012/Bergaskidul/2013 dated 21 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 17 January 2043
14. Bergas Kidul Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±256 The Company
SHGB No. 27 dated 7 February 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 0016/Bergaskidul/2013 dated 7 February 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 6 February 2043
15. Ngempon Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±90,148 The Company
(SHGB) No. 37 dated 21 January 2013, issued by Head of Land Agency of Semarang Regency. Survey Certificate No. 00003/Ngempon/2013 dated 21 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 17 January 2043
16. Karangjati Village, Bergas Subdistrict, Semarang Regency, Central Java Province
±5,199 The Company
(SHGB) No. 78 dated 21 January 2013, issued by Head of Land Agency of Semarang Regency.
Survey Certificate No. 00021/Karangjati/2013 dated 21 January 2013.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 17 January 2043
17. Muktiharjo Village on Jl Industri II A.19, Genuk Subdistrict, Semarang Regency, Central Java Province
±1,950 The Company
SHGB No. 230 dated 22 March 1988, issued by Head of Agrarian Agency on behalf of Mayor of Semarang Level II Region.
Situation Drawing: No. 5711/1985 dated 6 August 1985.
- The right is valid for 20 (twenty) years and will expire on 25 September 2027.
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No. Location Area (m2) Right Holder Owned Based on Lien on
Land/Building Period
18. Muktiharjo Village on Jl Industri II A.19, Genuk Subdistrict, Semarang Regency, Central Java Province
±1,950 The Company
SHGB No. 231 dated 22 March 1988, issued by Head of Agrarian Agency on behalf of Mayor of Semarang Level II Region. Situation Drawing: No. 5714/1985 dated 6 August 1985
- The right is valid for 20 (twenty) years and will expire on 25 September 2027.
19. Muktiharjo Village on Jl Industri II A.19, Genuk Subdistrict, Semarang Regency, Central Java Province
±1,800 The Company
SHGB No. 232 dated 22 March 1988, issued by Head of Agrarian Agency on behalf of Mayor of Semarang Level II Region. Situation Drawing: No. 5712/1985 dated 6 August 1985.
- The right will expire on 25 September 2027.
20. Muktiharjo Village on Jl Industri II A.19, Genuk Subdistrict, Semarang Regency, Central Java Province
±959 The Company
SHGB No. 233 dated 22 March 1988, issued by Head of Agrarian Agency on behalf of Mayor of Semarang Level II Region. Situation Drawing: No. 5713/1985 dated 6 August 1985.
- The right will expire on 25 September 2027.
21. Muktiharjo Lor Village (was Muktiharjo) on Jl Industri III A.20 PT Tanah Makmur Project, Genuk Subdistrict, Semarang Regency, Central Java Province
±1,936 The Company
SHGB No. 00391 dated 22 November 1995, issued by Head of Land Agency of Semarang Municipality. Situation Drawing No. 9796/1995 dated 14 November 1995.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 19 December 2042.
22. Muktiharjo Lor Village (was Muktiharjo) on Jl Industri Raya A.4, Tanah Makmur, Genuk Subdistrict, Semarang Regency, Central Java Province
±1,062 The Company
SHGB No. 00389 dated 6 October 1995, issued by Head of Land Agency of Semarang Municipality. Situation Drawing No. 7839/1995 dated 26 September 1995.
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 19 December 2042.
23. Muktiharjo Lor Village (was Muktiharjo) on Jl Industri Raya A.5, Tanah Makmur, Genuk Subdistrict, Semarang Regency, Central Java Province
±1,086 The Company
SHGB No. 00390 dated 6 October 1995, issued by Head of Land Agency of Semarang Municipality. Situation Drawing No. 7838/1995 dated 26 September 1995
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 19 December 2042.
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No. Location Area (m2) Right Holder Owned Based on Lien on
Land/Building Period
24. Muktiharjo Lor Village onJl Industri IV/106 PT Tanah Makmur Project, Genuk Subdistrict, Semarang Regency, Central Java Province
±520 The Company
SHGB No. 00392 dated 21 May 1996, issued by Head of Land Agency of Semarang Municipality. Situation Drawing No. 5220/1996 dated 20 May 1996
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 19 December 2042.
25. Muktiharjo Lor Village on Jl Industri II/66-67, Genuk Subdistrict, Semarang Regency, Central Java Province
±680 The Company
SHGB No. 00393 dated 30 September 2003, issued by Head of Land Agency of Semarang Municipality. Survey Certificate No. 20/muktiharjo Lor/2003 dated 15 September 2003
Encumbered with First Lien to PT Bank Central Asia Tbk, domiciled in Jakarta
The right will expire on 19 December 2042.
b. Motor Vehicles
The Company, in carrying out its business activities, legitimately owns assets in the form of motor vehicles consisting of cars and motorcycles as detailed below:
No. Type of Vehicles Total Brand Year of Manufacture
Description
1. Car 63 Mitshubishi,Toyota, Isuzu, Daihatsu
2008-2012 Operational Vehicles
2. Motorcycles 2 Viar 2011 Operational Vehicles
14. Intellectual Property Rights The Company, in carrying out its business activities, legitimately owns assets in the form of intellectual property rights in the form of brands and logos as detailed below:
Domestic Brand Certificate PT Industri Jamu & Farmasi "Sido Muncul"
No. Brand Name Certificate No. Date of Certificate Class of
Goods/Services Brand Expiry Date Remarks
1. Alang Sari IDM000015946 11 November 2004 32 11 November 2014 2. Alang Sari IDM000045716 20 October 2005 05 20 October 2015 3. Alang Sari IDM000045717 20 October 2005 32 20 October 2015 4. Alang Sari IDM000102361 24 September 2006 32 24 September 2016 5. Alang Sari IDM000102362 24 September 2006 30 24 September 2016 6. Alang Sari IDM000102656 24 September 2006 05 24 September 2016 7. ANAK SEHAT&LUKISAN IDM000208186 19 March 2009 NCL9 05 19 March 2019 8. ANAK SEHAT+LUKISAN IDM000265776 12 April 2010 NCL9 30 12 April 2020 9. ANAK SEHAT+LUKISAN IDM000265777 12 April 2010 NCL9 29 12 April 2020 10. ANAK SEHAT + LUKISAN IDM000045653 30 December 2003 29 30 December 2013 11. ANALOBIG IDM000186776 25 August 2008 05 25 August 2018 12. AURA IDM000303897 12 April 2011 NCL9 05 12 April 2021 13. BIMA & LUKISAN IDM000243381 17 May 2010 NCL9 03 17 May 2020 14. CHITOSAN IDM000265891 2 August 2010 NCL9 32 2 August 2020 15. CURMINO IDM000265894 2 August 2010 NCL9 30 2 August 2020 16. DANGDUT IDM000045226 29 May 2005 05 29 May 2015 17. DANGDUT IDM000045227 29 May 2005 32 29 May 2015
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No. Brand Name Certificate No. Date of Certificate Class of Goods/Services Brand Expiry Date Remarks
18. DAUN DEWA IDM000053963 14 February 2006 05 14 February 2016 19. DAUN DEWA IDM000053964 14 February 2006 32 14 February 2016 20. Dreams Come True IDM000375719 1 February 2011 43 1 February 2021 21. ENCOK IDM000020207 2 May 2005 05 2 May 2015 22. ENCOK IDM000045228 20 July 2005 05 20 July 2015 23. ENCOK IDM000186775 28 May 2008 05 28 May 2018 24. ESTEEMJE IDM000149109 3 September 2007 29 3 September 2017 25. ESTEEMJE IDM000149110 3 September 2007 32 3 September 2017 26. ESTEEMJE IDM000149111 3 September 2007 30 3 September 2017 27. ESTE-EMJE IDM000286137 20 November 2010 NCL9 29 20 November 2020 28. ESTE-EMJE (STMJ)
Ginseng Agno.: R00-02-06442 18 August 2002 29 18 August 2012 Renewal
process 29. ESTE-EMJE Ginseng
(STMJ) IDM000386807 28 January 2013 29 28 January 2023
30. ESTEEMJEKOPY IDM000386806 28 January 2013 30 28 January 2023 31. ESTEEMJEKOPY IDM000386805 28 January 2013 29 28 January 2023 32. ESTEEMJEKOPY IDM000386804 28 January 2013 32 28 January 2023 33. FATRAPER IDM000331526 19 September 2011 NCL9 05 19 September 2021 34. FATRAPER IDM000331510 19 September 2011 NCL9 32 19 September 2021 35. FATRAPER IDM000381654 19 September 2011 29 19 September 2021 36. FATRAPER IDM000381653 19 September 2011 30 19 September 2021 37. FILANTRA IDM000282235 11 October 2010 NCL9 32 11 October 2020 38. FILANTRA IDM000282236 11 October 2010 NCL9 05 11 October 2020 39. GALINU IDM000391480 16 March 2013 NCL10 05 16 March 2023 40. GEMUK SEHAT IDM000274860 28 August 2010 NCL9 05 28 August 2020 41. GINSENG IDM000068284 14 August 2006 30 14 August 2016 42. GRENG IDM000013384 28 July 2004 5 28 July 2014 43. GULAS IDM000153404 18 November 2007 05 18 November 2017 44. GULLAS + LUKISAN IDM000265890 2 August 2010 NCL9 05 2 August 2020 45. GULLAS IDM000101777 3 September 2006 32 3 September 2016 46. GULLAS + LUKISAN IDM000265893 2 August 2010 NCL9 32 2 August 2020 47. HEMOROA IDM000208898 23 October 2008 NCL9 05 23 October 2018 48. HEMOROA +LOGO IDM000265895 2 August 2010 NCL9 05 2 August 2020 49. HERB-AFLU IDM000286138 5 January 2011 NCL9 05 5 January 2021 50. HERB-AFLU IDM000291235 13 February 2011 NCL9 32 13 February 2021
51. HERBAL Cafe Agno.: 00-02-24595 23 Okober 2002 43 23 October 2012 Renewal process
52. HERBAL CAFE by SIDOMUNCUL
IDM000391475 26 March 2013 NCL10 43 26 March 2023
53. Herbal Cup IDM000055799 23 April 2004 43 23 April 2014 54. Herbal Cup IDM000055800 23 April 2004 35 23 April 2014 55. INDOJAMU + LOGO IDM000244028 19 June 2010 NCL9 05 19 June 2020 56. JAMPI IDM000271321 25 February 2019 NCL9 32 25 February 2019 57. JAMPI + LUKISAN JAHE IDM000283069 25 February 2009 NCL9 30 25 February 2019 58. KOLESDROP IDM000115032 25 November 2006 5 25 November 2016 59. KOMBUCHA IDM000250891 12 April 2010 NCL9 29 12 April 2020 60. KOMBUCHA IDM000250888 12 April 2010 NCL9 05 12 April 2020 61. KOMBUCHA IDM000250892 12 April 2010 NCL9 32 12 April 2020 62. KOMPLIT IDM000077059 20 October 2004 33 20 October 2014 63. KOMPLIT IDM000053965 2 April 2006 05 2 April 2016 64. KOMPLIT IDM000077060 20 October 2004 43 20 October 2014 65. KOPI JAMU IDM000377129 31 May 2012 05, 32 31 May 2022 66. Kop!Pro IDM000374677 23 February 2011 30 23 February 2021 67. Kop!Pro IDM000365384 23 February 2011 5 23 February 2021
68. Kuku Bima Agno.: R00-01-08218 25 April 2002 5 25 April 2012 Renewal process
69. Kuku Bima dan Lukisan IDM000370646 11 July 2012 3 11 July 2022 70. Kuku Bima dan Lukisan IDM000370650 11 July 2012 4 11 July 2022 71. Kuku Bima dan Lukisan IDM000370647 11 July 2012 31 11 July 2022 72. Kuku Bima dan Lukisan IDM000370660 11 July 2012 2 11 July 2022 73. Kuku Bima IDM000009858 1 March 2004 33 1 March 2014 74. Kuku Bima IDM000009859 1 March 2004 5 1 March 2014 75. KUKU BIMA IDM000207305 20 October 2008 NCL9 5 20 October 2018
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No. Brand Name Certificate No. Date of Certificate Class of Goods/Services Brand Expiry Date Remarks
76. KUKU BIMA IDM000274861 28 August 2010 NCL9 32 28 August 2020 77. Kuku Bima IDM000366177 11 July 2012 NCL 9 43 11 July 2022 78. KUKU BIMA ENER-G! IDM000247751 14 March 2010 NCL9 30 14 March 2017 79. KukuBima IDM000173358 22 January 2007 30 22 January 2017 80. KukuBima IDM000177788 14 March 2007 30 14 March 2017 81. KUKUBIMA IDM000207303 20 October 2008 NCL9 3 20 October 2018 82. KUKUBIMA ENER-G! IDM000115173 16 January 2004 05 16 January 2014 83. KukuBima Greng... IDM000043097 11 November 2003 32 11 November 2013 84. KukuBima Greng… IDM000102848 11 November 2003 05 11 November 2013
85. KUNTO BIMO IDM000001907 2 November 2003 05 2 November 2013 Renewal process
86. KUNYIT ASAM IDM000045224 20 October 2005 05 20 October 2015 87. KUNYIT ASAM IDM000045225 20 October 2005 32 20 October 2015 88. KUNYIT ASAM IDM000068287 22 August 2006 05 22 August 2016 89. KUNYIT ASAM IDM000068286 22 August 2006 32 22 August 2016 90. Kunyit Asam (Kunir Asam) IDM000039660 11 November 2003 05 11 November 2013 91. Kunyit Asam (Kunir Asam) IDM000039661 11 November 2003 32 11 November 2013 92. Kunyit Asam (Kunir Asam) IDM000039662 11 November 2003 30 11 November 2013 93. KUNYIT ASAM SIDO
MUNCUL IDM000268511 19 June 2010 NCL9 30 19 June 2020
94. KUNYIT SARI IDM000387479 28 January 2011 NCL9 05 28 January 2021 95. KUNYIT SARI IDM000374683 28 January 2011 30 28 January 2021 96. LASKAR MANDIRI IDM000253415 10 September 2008 NCL9 30 10 September 2018 97. LASKARMANDIRI IDM000253414 10 September 2008 NCL9 29 10 September 2018 98. LASKARMANDIRI IDM000253416 10 September 2008 NCL9 32 10 September 2018 99. LASKARMANDIRI IDM000258763 10 September 2008 NCL9 05 10 September 2018 100. LIBIDIONE IDM000186774 25 August 2008 05 25 August 2018 101. LIBIDIONE + LOGO IDM000265907 2 August 2010 NCL9 05 2 August 2020 102. Logo Tumbukan (lambang
Sido Muncul) IDM000009862 1 March 2004 5 1 March 2014
103. Logo Tumbukan (lambang Sido Muncul)
Agno.: R00-02-06446 27 January 2003 29 27 January 2013 Renewal process
104. Logo Tumbukan (lambang SidoMuncul) Agno.: R00-01-06447 27 January 2003 32 27 January 2013 Renewal
process 105. Logo Tumbukan (lambang
SidoMuncul) Agno.: R00-02-06448 25 April 2003 30 25 April 2013 Renewal
process 106. LUKISAN IDM000311320 31 July 2021 NCL9 32 31 July 2021 107. LUKISAN IDM000311333 31 July 2011 NCL9 32 31 July 2021 108. LUKISAN IDM000311317 31 July 2011 NCL9 05 31 July 2021 109. LUKISAN IDM000311318 31 July 2011 NCL9 05 31 July 2021 110. LUKISAN IDM000311316 31 July 2011 NCL9 05 31 July 2021 111. LUKISAN IDM000311334 31 July 2011 NCL9 05 31 July 2021 112. LUKISAN IDM000311332 31 July 2011 NCL9 32 31 July 2021 113. LUKISAN IDM000311319 31 July 2011 NCL9 32 31 July 2021 114. MARIJAN SIDO MUNCUL IDM000165862 19 October 2006 05 19 October 2016 115. MARIJAN SIDO MUNCUL IDM000165865 19 October 2006 29 19 October 2016
116. MENADO IDM000027181 21 August 2003 30 21 August 2013 Renewal process
117. Mens IDM000016041 2 January 2005 05 2 January 2015 118. NATURE'S BLESSING
BEST FOR MANDKIND IDM000208897 23 October 2008 NCL9 05 23 October 2018
119. NATUROPATI IDM000064467 2 July 2004 16 2 July 2014 120. NUZONE SIDOMUNCUL IDM000217483 11 February 2008 NCL9 10 11 February 2018
121. NYONYA ITEM Agno.: D00-02-14643 11 July 2002 05 11 July 2012 Renewal process
122. OPELET IDM000009861 15 February 2004 5 15 February 2014 123. OPELET IDM000009860 15 February 2004 30 15 February 2014 124. Oplos IDM000045718 17 November 2005 33 17 November 2015 125. Oplos IDM000045719 17 November 2005 05 17 November 2015 126. Oplos IDM000045198 17 November 2005 32 17 November 2015
127. ORANG BERPAYUNG IDM000004121 13 October 2003 05 13 October 2013 Renewal process
128. ORANG MEMIJAT IDM000153954 11 September 2007 05 11 September 2017
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No. Brand Name Certificate No. Date of Certificate Class of Goods/Services Brand Expiry Date Remarks
129. OXIVITO2 IDM000096423 1 March 2005 32 1 March 2015 130. Pasutri IDM000003559 2 December 2003 5 2 December 2013 131. PELANCARASY IDM000243379 4 January 2010 NCL 9 03 4 January 2020 132. PELANCARASY IDM000243378 4 January 2010 NCL9 05 4 January 2020 133. PELANGI IDM000101780 2 September 2006 17 2 September 2016 134. PELANGI IDM000101779 2 September 2006 19 2 September 2016 135. PELANGI IDM000068289 2 August 2006 05 2 August 2016 136. PELANGI IDM000068288 2 August 2006 22 2 August 2016 137. PELANGI + LOGO IDM000265892 2 August 2010 NCL9 05 2 August 2020
138. PEROKOK IDM000001910 13 October 2003 05 13 October 2013 Renewal process
139. PEWANGI BULAN & LOGO
IDM000208185 25 November 2009 NCL9 05 25 November 2019
140. PEWANGIBULAN IDM000149574 3 August 2007 05 3 August 2017 141. PONARI IDM000281609 29 April 2009 NCL9 30 29 April 2019 142. PRAKTIS IDM000101778 2 September 2006 05 2 September 2016 143. PROSTA SM IDM000207304 23 October 2008 NCL9 5 23 October 2018 144. PSORIATIC IDM000101356 14 April 2005 05 14 April 2015 145. PT SIDO
MUNCUL&LOGO IDM000208184 1 August 2009 NCL9 05 1 August 2019
146. PT SIDO MUNCUL + Logo
Agno.: R00-02-10032 3 July 2003 5 18 September 2013 Renewal process
147. PULAS IDM000011571 25 June 2003 05 25 June 2013 Renewal process
148. REMAGO + LOGO IDM000265889 2 August 2010 NCL9 05 2 August 2020 149. RHEUMAFIT IDM000391481 21 February 2013 NCL10 05 21 February 2023 150. RHEUMATEA IDM000291234 5 January 2011 NCL9 32 5 January 2021 151. RHEUMATEA IDM000291236 5 January 2011 NCL9 05 5 January 2021 152. ROSA-ROSO
SIDOMUNCUL IDM000165867 19 October 2006 05 19 October 2016
153. SARI JAMU + LUKISAN IDM000295353 9 October 2009 NCL9 05 9 October 2019 154. SCENT OF JAVA IDM000391476 24 February 2013 NCL10 03 24 February 2023
155. SEGAR BUGAR IDM000001908 13 October 2003 65 13 October 2013 Renewal process
156. SEGAR BUGAR SIDO MUNCUL
IDM000255847 13 July 2010 NCL9 03 13 July 2020
157. SEGAR BUGAR SIDO MUNCUL
IDM000255845 13 July 2010 NCL9 05 13 July 2020
158. SEHAT BERSALIN 40 IDM000365893 29 August 2012 5 29 August 2022 159. SEKARWANGI IDM000068251 28 August 2006 03 28 August 2016
160. SEMARANG IDM000027180 21 August 2003 30 21 August 2013 Renewal process
161. SERENOA PROSTATA IDM000115031 25 November 2006 05 25 November 2016 162. SIDO MUNCUL IDM000015950 9 November 2004 32 9 November 2014 163. SIDO MUNCUL IDM000015951 26 September 2004 33 26 September 2014 164. SIDO MUNCUL IDM000015949 26 September 2004 30 26 September 2014 165. SIDO MUNCUL +
LUKISAN IDM000286136 6 November 2010 NCL9 32 6 November 2020
166. SIDO MUNCUL JAMPI + LOGO
IDM000262565 25 February 2009 NCL9 05 25 February 2019
167. SIDO MUNCUL MIN OOX + LUKISAN
IDM000232221 28 April 2006 NCL9 05 28 April 2016
168. SIDOMUNCUL IDM000366083 11 July 2012 NCL9 44 11 July 2022 169. SIDOMUNCUL IDM000366081 11 July 2012 NCL9 45 11 July 2022 170. SIDOMUNCUL IDM000366178 11 July 2012 NCL9 35 11 July 2022 171. SIDOMUNCUL IDM000370658 11 July 2012 31 11 July 2022 172. SIDOMUNCUL IDM000370649 11 July 2012 02 11 July 2022 173. SIDOMUNCUL IDM000370654 11 July 2012 01 11 July 2022
174. SIDOMUNCUL Agno.: D00-02-14653 11 July 2012 4 11 July 2012 Renewal process
175. SIDOMUNCUL R00-02-10032 18 September 2003 05 18 September 2013 Renewal process
176. SIDOMUNCUL IDM000370648 11 July 2012 3 11 July 2022
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No. Brand Name Certificate No. Date of Certificate Class of Goods/Services Brand Expiry Date Remarks
177. SIDOMUNCUL ANCHOL IDM000150715 19 June 2006 32 19 June 2016 178. SIDOMUNCUL ANCHOL IDM000232478 19 June 2006 NCL9 05 19 June 2016 179. SIDOMUNCUL
BERGUNA IDM000048421 10 February 2004 05 10 February 2014
180. SIDOMUNCUL BERGUNA
IDM000048422 10 February 2004 30 10 February 2014
181. SIDOMUNCUL BERGUNA
IDM000048376 10 February 2004 43 10 February 2014
182. SIDOMUNCUL BERGUNA
IDM000048377 10 February 2004 32 10 February 2014
183. SIDOMUNCUL C1000 IDM000150626 16 June 2006 05 16 June 2016 184. SIDOMUNCUL COLA
MILL IDM000150747 19 June 2006 05 19 June 2016
185. SIDOMUNCUL COLA MILL
IDM000150714 19 June 2006 32 19 June 2016
186. SIDOMUNCUL FOOD IDM000173356 22 January 2007 30 22 January 2017 187. SIDOMUNCUL FOOD IDM000173357 22 January 2007 29 22 January 2017 188. SIDOMUNCUL MIN OOX IDM000143953 17 April 2006 32 17 April 2016 189. SIDOMUNCUL SUREAL IDM000386093 30 May 2011 NCL 9 32 30 May 2021 190. SPORTY IDM000115029 25 November 2006 32 25 November 2016 191. SPORTY IDM000115030 25 November 2006 05 25 November 2016 192. STMJ IDM000013385 26 July 2004 29 26 July 2014
193. STMJ IDM000001906 13 October 2003 5 13 October 2013 Renewal process
194. STMJ (ESTE-EMJE) IDM000015948 9 November 2004 32 9 November 2014 195. STMJ (ESTE-EMJE) IDM000015947 26 September 2004 30 26 September 2014 196. SUPERASI IDM000204949 23 October 2008 NCL9 05 23 October 2018 197. SUREAL IDM000294895 21 August 2009 NCL9 05 21 August 2019 198. SUREAL IDM000313009 21 August 2009 NCL9 29, 30 21 August 2019 199. TANGKAL ANGIN IDM000153405 6 January 2008 05 6 January 2018 200. TANGKALANGIN IDM000020284 5 May 2005 05 5 May 2015 201. TENTREM IDM000298945 16 September 2009 NCL9 05 16 September 2019 202. TENTREM IDM000305163 16 September 2009 NCL9 32 16 September 2019 203. TENTREM IDM000305162 16 September 2009 NCL9 30 16 September 2019 204. TENTREM IDM000306564 4 September 2009 NCL9 43 4 September 2019 205. TL Tahan Lama IDM000016042 23 December 2004 5 23 December 2014 206. TOLAK IDM000073756 23 September 2004 43 23 September 2014 207. TOLAK IDM000073755 23 September 2004 32 23 September 2014 208. TOLAK IDM000073754 23 September 2004 30 23 September 2014 209. TOLAK IDM000073753 23 September 2004 29 23 September 2014 210. TOLAK IDM000073752 23 September 2004 33 23 September 2014 211. TOLAK IDM000073751 23 September 2004 04 23 September 2014 212. TOLAK IDM000073750 23 September 2004 03 23 September 2014 213. TOLAK IDM000073749 23 September 2004 02 23 September 2014 214. TOLAK ANGIN IDM000366179 11 July 2012 NCL9 43 11 July 2022 215. TOLAK ANGIN IDM000073757 23 September 2004 29 23 September 2014 216. TOLAK ANGIN IDM000013387 28 July 2004 05 28 July 2014 217. TOLAK ANGIN IDM000013386 15 February 2004 30 15 February 2014 218. TOLAK ANGIN IDM000356302 17 March 2012 NCL9 05 17 March 2022 219. TOLAK ANGIN IDM000370634 11 July 2012 03 11 July 2022 220. TOLAK ANGIN IDM000370629 11 July 2012 02 11 July 2022 221. TOLAK ANGIN IDM000370652 11 July 2012 04 11 July 2022
222. TOLAK ANGIN IDM000001909 13 October 2003 05 13 October 2013 Renewal process
223. TOLAK ANGIN IDM000009863 15 February 2004 33 15 February 2014 224. TOLAK ANGIN (logo) IDM000202892 19 September 2008 NCL9 05 19 September 2018 225. TOLAK ANGIN ANAK IDM000153395 18 November 2007 05 18 November 2017 226. TOLANGIN IDM000391479 16 March 2013 NCL10 05 16 March 2023 227. TONGKAT ALI IDM000243380 24 January 2010 NCL9 05 24 January 2020 228. TONGKAT ALI IDM000331525 19 September 2011 NCL9 32 19 September 2021 229. TONGKAT ALI IDM000381655 19 September 2011 29 19 September 2021 230. TURMERIC IDM000282238 11 October 2010 NCL9 32 11 October 2020 231. TURMERIC IDM000282237 11 October 2010 NCL9 05 11 October 2020
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No. Brand Name Certificate No. Date of Certificate Class of Goods/Services Brand Expiry Date Remarks
232. UJUNG PANDANG IDM000058024 21 August 2003 30 21 August 2013 Renewal process
233. V- TALYTEA IDM000297054 24 October 2010 NCL9 05 24 October 2020 234. WALI IDM000374678 25 January 2011 NCL 9 30 25 January 2021 235. WATEROX
(SIDO MUNCUL) IDM000064468 2 July 2004 32 2 July 2014
International Brand Certificate PT Industri Jamu & Farmasi "Sido Muncul"
No. Brand Name Certificate No. Date of Certificate Class of Goods/Services Brand Expiry Date Granting
Country 1 TOLAK ANGIN T0216077H 18 January 2005 5 15 October 2022 Singapore
2 KUKU BIMA ENER-G! N 05/0399/ OAPI/DG/ DPG/SSD 30 March 2005 30 and 5 1 October 2014 Afrika
3 KUKU BIMA ENER-G! TM230593 24 November 2005 32 24 August 2014 Thailand
4 KUKU BIMA ENER-G! 36,504 23 July 2005 32 28 August 2014 Brunei Darussalam
5 KUKU BIMA ENER G! 7277 14 June 2006 32 13 September 2014 Vietnam 6 KUKU BIMA ENER-G! 4-2004-007811 12 April 2007 5 28 April 2016 Philippines 7 TOLAK ANGIN 78411 30 July 2009 5 12 February 2015 Nigeria 8 SIDO MUNCUL 78413 30 July 2009 5 12 February 2015 Nigeria 9 KUKU BIMA ENER G! 78412 30 July 2009 5 12 February 2015 Nigeria
10 KUKUBIMA 98012646 27 August 2008 5 31 October 2018 Malaysia 11 KUKUBIMA 98012644 27 August 2008 5 31 October 2018 Malaysia 12 SIDOMUNCUL T0003271C 9 April 2002 5 2 March 2020 Singapore 13 KUKU BIMA T0003270E 9 April 2002 5 2 March 2020 Singapore 14 SIDOMUNCUL 825754 22 March 2001 5 1 March 2020 Australia 15 KUKU BIMA 825755 22 March 2001 5 1 March 2020 Australia 16 TOLAK ANGIN 825753 22 March 2001 5 1 March 2020 Australia
Creation Registration Letter PT Industri Jamu & Farmasi Sido Muncul No. Registration No. and Date Type of Creation Name of Creation Expiry Date
1. 033545, 14 March 2007 Painting / Picture "Cangkir" 2 Maret 2057
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IX. BUSINESS ACTIVITIES AND PROSPECTS OF THE COMPANY 1. Overview The Company’s initial herbal medicine (jamu) industry started from a home industry managed by Mrs. Rahkmat Sulistio in 1940 in Yogyakarta, assisted by three employees. The rising demand for a more practical jamu packaging encouraged her to produce jamu in a more practical form (powder). As the business continued to grow, jamu processing was moved from Yogyakarta to Semarang, and in 1951 a small company was established under the name Sido Muncul, which translated as “A Dream Come True”, with its first factory located in Jl Mlaten Trenggulun Semarang. The Company’s first factory was located in Jl Mlaten Trenggulun, Semarang producing the Company’s first product, i.e., Jamu Tolak Angin. Currently, Jamu Tolak Angin is the Company’s featured product aside from another featured products such as Kuku Bima. In conducting its supervisory and advisory, the Board of Commissioners and Board of Directors have always adhered to the Articles of Association of the Company the established vision and mission as well as good corporate governance (GCG) principles functions over the management of the Company. Below are the vision and missions that the Company’s Board of Commissioners and Directors constantly carry out.
Vision: Become herbal medicine, health food-beverage and herbal raw material processing company that provides benefit to the society and environment.
Missions: 1. Develop herbal-based products that are rational, safe and truthful and are based on scientific research. 2. Develop continuous research on herbal medicines 3. Assist and encourage the government, educational institutions, medical professionals to play more active
roles in research and development of traditional medicines and medications. 4. Improve public awareness on the importance of maintaining health through healthy lifestyle, the use of
natural ingredients and naturopathy medication. 5. Conduct intensive corporate social responsibility (CSR) 6. Manage an environmentally friendly company 7. To become a worldwide herbal medicine company By maintaining focus to achieve the aforementioned missions, the Company has experienced significant changes throughout its operation in order to continue the efforts to service Indonesia’s consumers that constantly evolve and develop, by continuously developing herbal products produced from herbal plants with clinically proven efficacy and guaranteed product safety, which builds customers’ confident on the quality of the Company’s products. Along with the growing evidence on the Company's products’ efficacy, today’s society has become more open minded in selecting and consuming herbal products as medicine, supplements as well as food and beverages that are prepared from natural ingredients and processed with modern technology to ensure the safety of its consumption.
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Values of the Company In carrying out its business, the Company holds true to the following five principals that become the basis to expand its business: 1. Rational: business and production have to be managed in a logical manner. Products must be based on
scientific explanation and study. 2. Safe: Products produced must be safe for consumers. 3. Truthful: Product information are conveyed to consumers in a clear and truthful manner based on scientific
research. 4. Manage with heart, common sense and regulations. 5. Maintain balance and good relationship with all stakeholders. Description of Jamu or Traditional Medicine (Herbal Medicine) Jamu, as Indonesia’s original concoction, that is also known as Indonesia’s original medicine has existed since the early years. Later on, Jamu continued to develop and become well-known since it was extensively used as means for personal care or medical treatment by the nobles of Indonesia’s kingdoms, especially those resided in Java. All jamu concoction are derived from or uses natural and original herbs. In other words traditional medicine is identical to Indonesia’s natural medicine. Jamu industry constantly follows the current developments and consumers’ demands. The development of jamu industry that is based on natural herbs or ingredients can be extended to various products, among others: Herbal Medicine, Herbal Food, Herbal Drinks, Herbal Cosmetics, Herbal Candy, Herbal Tea, Herbal Flower and others. 2. Competitive Advantages The Company is one of large scale herbal medicine company in Indonesia, which together with its Subsidiaries own production units in Central Java and wide distribution network accross Indonesia. The Company has also exported its product to several countries. The Company’s competitive advantages, among others, are as follows: 1. The Company has 72 years of experience, focusing on herbal medicines, herbal food and drinks and
natural raw materials processing. 2. Based Certificate No. CPOTB. 008/CPOTB/02/3/XI/2000, 009/CPOTB/02/3/XI/2000,
010/CPOTB/02/3/XI/2000, 011/CPOTB/02/3/XI/2000 and 012 / CPOTB/02/3/XI/2000 given by the Director General of Drug and Food Control, Ministry of Health and Social Welfare of the Republic of Indonesia on 11 November 2000 and No. GMP certificate. 2181/CPOB/A/XI/00, 2182/CPOB/A/XI/00, 2183/CPOB/A/XI/00, 2184/CPOB/XI/00, which is given by the Director General of Drug and Food Control, Ministry of Health Republic of Indonesia on 7 November 2000, the Company has a license as medicinal plants and pharmaceutical plants that are environmentally friendly. The Company is the only company that has a standard herbal pharmacy.
3. The Company has its own raw material processing facilities and 99% of the raw materials for herbal medicine are derived from Indonesia, in cooperation with 102 farmers groups since 1994.
4. The Company’s main products have undergone research and obtained research certificate for the testing of their safety and efficacy as a form of the Company’s responsibility to the customers.
5. The main product of the company is one of the market leaders. 6. The Company is an innovative and progressive company. 7. The Company has 108 local distributors that have been developed since 1972, some of which originated
from SME as well as distributors in several countries.
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8. The Company has loyal, dedicated and experienced human resources in research development and production relating to herbal medicines and herbal food & beverages industry.
Described below are several factors that support the Company’s competitive advantages referred to above: 1. Safe and high-quality supply chain due to the followings:
a. Cultivated raw materials b. Substitutable raw materials c. Good cooperation with farmers d. The Company has plans to establish raw material processing centers in local areas to obtain high-
quality raw materials upon arrival at the factory for the production process. e. The Company has a numerous amount of parties to support its product distribution to market f. The Company has the ability to differentiate products and quickly response to consumer needs and
preferences. g. The Company’s products are well-known and trusted by society at large. h. The Company’s market segment encompasses lower middle class to upper middle class, with
affordable prices.
2. Research and Development a. The Company is a research based company. b. Comprehensive Laboratories with ISO 17025 certification. c. Cooperation with various institutions. d. Constantly innovating to create new products and segments.
3. The Company’s corporate social responsibility activities are, among others, as follows: a. Cooperation with various elements of society. b. Conducts factory visits to provide insights to society. c. Participates in various organization, including jamu producers association d. The Company considers other jamu producers as coopetitors instead of competitors, as proven by
trainings for other jamu producers. e. The Company intends to develop Indonesia’s traditional medicine to a competitive level compared to
international traditional medicine. f. Trains farmers g. Tourism and cultural advertisements.
4. Human Capital a. The Company strives to maintain its employees welfare by providing facilities in the form of employees
cooperatives, pension fund and allowing employees to freely join labor union. b. Has qualified human resources as described in employee composition. c. The Company has a strong and solid team work to capture market share, with their motto “Partner of
National Solidarity”.
5. Environment a. Through cultivation of raw materials, the Company indirectly participates in preservation of the
environment. b. The Company is currently concentrating to achieve proper grade. c. In the future, the Company will implement zero waste by utilization of all existing waste. As of now,
waste is utilized as, among others, fertilizers. d. The use of gas fuel, that is more efficient and energy saving.
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3. Business Strategies
In the future, the Company plans to invest in, among others: - The purchase of land and building and factory expansion - Investment in Subsidiary, i.e. PT Muncul Mekar, with regard to the purchase of land and warehouse
construction. - Investment in Subsidiary, i.e, PT Semarang Herbal Indo Plant, with regard to the purchase of
machineries. - The development of information techology system and computerization in the Company. The Company takes these steps to support the Company’s growing sales and operational activities. In the future, the Company plans to increase the sales of the following products: tolak angin, coffee and milk and alang sari.
4. Business Activities In accordance with Article 3 of the Company’s last Articles of Association based on the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul Tbk No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013, the scope of the Company’s business activities is to engage in jamu and pharmaceutical industry, trade, ground transportation, service and agriculture. To conduct the aforementioned business activities, the Company may carry out the following business operations: Engage in industrial business, including pharmaceutical, herbal medicine, herbs ingredients, cosmetics,
health food and beverages, and electronic medical devices; Engage in trading, including import, export, local, interprovinces, agency, purveyor, wholesaler, supplier and
distributor for pharmaceuticals products, herbs ingredients, cosmetics, health food and beverages and electronic medical devices, either for the Company or on a commission basis for and on behalf of other parties;
Engage in ground transportation business, which include expedition and warehousing, passenger transportation and freight related to the conduct of the aforementioned industry and trading activities;
Engage in wellness services business, utilize wellness related electronic devices and healthcare services, except for legal and tax services.
Engage in agriculture business, which include conservation of herbal plants and animals to be used as research objects for cosmetic and herbs ingredients research and providing visitors infrastructure at the herbal plants and animal conservation area, all of which are aimed to support the pharmaceutical and herbal medicine industry referred to above.
As a company that has been operating since 1951, the Company has become a modern herbal medicine company that always strives to provide good and healthy products to all its consumers, and therefore contributing positive values to the society. In addition to relying on fresh and high-quality natural ingredients, the Company also emphasizes the importance of research, science and technology in carrying out the production processes of each of its product, as well as in moving forward to expand its business. The Company continues to create innovations in the form of new inventions with high level of efficacy for all levels of society.
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Accordingly, the Company has equipped its factory with various supporting facilities that meet pharmaceutical standards. Among those facilities are ISO (International Standard Organization) 17025 certified laboratory, CPOB and CPOTB standardized production facilities, waste and water demineralization treatement, holistic clinics and agrotourism areas. Currently, the Company owns a factory located at Jl. Soekarno Hatta km 28, Bergas Sub-District, Klepu, Semarang. The total area of the Company’s factory is 304,425m2 with total building area of approximately 85,975 m2. From the early stage of the factory construction, the Company has planned to segregate the areas by function. The factory area consists of factory building with total area of 82,675 m2, Agro tourism section with total area of 12,814 m2 while the remaining areas serve as the factory environmental support. Current factory facilities consist of the following: 1. Laboratories
• Instrumentation Laboratory, equipped by HPLC (High-Pressure Liquid Chromatography), GC (Gas Chromatography) and TLC Scanner (Thin Layer Chromatography), Spectroscopy, Atomic Absorbtion Spectroscopy (AAS), etc. The laboraties are built on a total area of 1,200m2.
• Pharmacology Laboratory • Formulation Laboratory • Pharmacognosi Laboratory • Stability Laboratory • Chemical Laboratory
2. Herbal plants cultivation and research plantation 3. Extraction Center 4. Clean water treatment 5. Waste water treatment 6. Library 7. Holistic Clinic 8. Scientific Research and Collaboration In addition to the above, the Company also opens its facilities for public visits to provide society the chance to directly observe its production process, in the hope that the activity will serve as an eye-opener to the society regarding the herbal medicine produced by the Company, which have met the COPB and CPOTB standards and are safe and effective to consume. Cultivation and Plantation of Herbal Plants The Company has cleared a stretch of land for the purpose of cultivation and plantation of herbal plants. The area also serves as an agrorourism area, that is used to collect herbal plants with priorities for rare or nearly extinct plants. The largest share of its collection consists of plants to be used as raw material for medicinal herbs. The designated area for herbal plants collection is artistically designed to attract visitiors. Officially, the area is assigned as an agrotourism object specializing on herbal plants collection that is integratedly designed with landscaping and other infrastructure. The Company’s herbal plants agrotourism area is located in the Company’s herbal factory area, Jl Soekarno Hatta, Diwak village, Bergas subdistrict, Semarang regency, Central Java stretching on an area of approximately 1.5 hectares, with a sloping land topography, at the height of 440 meters above sea level. There are approximately 400 species of herbal plants collection, including introductory plants or those imported from abroad, among others: Echinacea Purpurea, Tribulus Terrestris and Sylibum Marianum. The area also boasts a nursery and a store that sells seeds of herbal plants.
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Scientific Research and Collaboration To ensure that the development of its product is continuously in keeping with the demand of society and technological advances, the Company collaborates with various institutes of science to conduct scientific research relating to traditional medicine, herbal plants efficacy and other subjects related to the Company’s business activities. The collaborations are conducted with several parties, among others: a. University of Diponegoro – Semarang b. Faculty of Medicine – Maranatha University, Bandung c. Faculty of Pharmacy – Sanata Dharma University, Yogyakarta d. Research Institution – Intstitut Teknologi Bandung e. Herbal Plants Research Station – Ministry of Health in Tawangmangu f. Herbal Plants and Spices Research Station in Bogor. The quality of herbal medicine produced by the Company are guaranteed as they have passed various tests, ranging from toxicity tests to efficacy tests. The production process is also supported by a complete array of laboratory facilities and researches conducted by the Research & Development Department. 5. Information on the Company’s Products The sustainable growth of the Company’s products is based on two main principles, i.e., (1) maintains product quality at all time and (2) continuously creates various innovations to bring high-quality, safe and effective products to accommodate the society’s needs of health. The products produced by the Company must meet the following standard requirements: Processed at the extraction center and produced in a modern and hygienic factory that meets the Good
Manufacturing Practice, which is a production standard applied to all products containing extracts, i.e., capsules, tablets, caplets, internal liquid medicines and instant drinks.
Use standardized natural ingredients (meaning each batch of production contains the same amount of active ingredients)
Passed toxicity test (safety) and are supported by various scientific references. Analyzed at accredited laboratory. Passed microbiology tests (fungi count, mold, harmful fungi and bacteria count), including aflatoxin (toxic
ingredients produced by the existence of Aspegillus flavus. This fungus is generally found in rootstocks/rhizomes that are in contact with the ground).
Passed stability test to determine product expiry date, not based on references or estimates. Do not contain sugar, yeast, flavouring, artificial colours and preservatives (these requirements apply for
capsules) Become a memper of APSKI (Asosiasi Pengusaha Suplemen Kesehatan Indonesia – Indonesian Health
Supplement Entrepreneurs Association) and IADSA (International Alliance of Dietary Supplement Associations)
The Company generally categorizes its products into the following: Herbal Medicine, including powder medicinal herbs, complete medicinal herbs, food supplements, heath
beverages, candy and others Standardized Herbal Medicines
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Description of the Company’s products: A. Herbal Medicine Category
Tolak Angin Others herbal medicine
B. Energy Drink Category C. Beverage and Candy Category D. Healthy Drink Category
Alangsari Kunyit Asam Bersa Kencur Jahe Wangi
E. Others Product Category Source :The Company, July 2013 6. Raw Materials Management 80% of the Company’s medicinal herbs raw materials are explored from nature (for example from the forest) and 20% are the results of cultivation (planted). Accepted raw materials are dry materials (siklisia simplisia), except for beverage products such as ginger and turmeric. Considering 80% of raw materials are explored from nature and lacking of standardization, every raw materials received must first undergo quality check, which includes checking its accuracy, its cleanliness from pathogenic bacteria and that dry materials contain a maximum water content of 10%. The raw materials are, among others, turmeric, ginger, java turmeric, cinnamon, laos, tongkat ali, cloves and others. The main important consideration in production process is the raw materials inventory. Raw materials inventory will support the effectiveness of the Company’s production activities. Prior to processing, raw materials inventory are stored in the raw materials warehouse. The raw materials warehouse stores various ingredients to be used, among others, laos, ginger, turmeric, lempuyang, tongkat ali wood and others. The raw materials are transported from various regions, among others: Central Java (Boyolali, Tawangmangu, Wonosobo), Kalimantan and other areas across Indonesia. Raw materials are acquired from regions or areas surrounding the factory and the materials selected are the ones in dry form to support better storage. Raw materials are acquired after going through a long chain of supply, therefore it should be maintained in dry form. Raw materials receiving is also conducted in the raw materials warehouse. Each new raw materials must be checked prior storage. The raw material checking is conducted by the Quality Control Team (QCT). QCT’s three main functions are as follows: a. Check the accuracy of raw materials: in which case the QCT team checks whether raw materials received
are in accordance with the purchase.
b. Check the cleanliness of raw materials: not only from dirts that are visible to the eyes (dirt, mud, gravel, plastic), but most importantly from harmful bacterias.
c. Check the water content of the raw materials: which must not exceed 10%. Raw materials with water content
exceeding 10% are more susceptible to mold during storage, which will eventualy reduce its quality as it will contain less active ingredients. For example, the color yellow in processed turmeric which contains plenty of water will be less vibrant.
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The raw materials will be sorted on the shelves by type. Each shelves are labeled with raw material tables on the board. Storage process is conducted in the storage warehouse. The raw material inventory is based on FIFO (First-In First-Out) method in order to avoid material build ups or overlong stored materials which will result in damaged raw materials. In the storage room, the raw materials have to meet the following requirements: a. Raw materials must be accurate. b. Raw materials must be clean. c. Raw materials must be stored in dry form. In terms of raw material quality control, the Company conducts the following: a. Separation of impurities (sorting) b. Cutting, to facilitate grinding process c. Rewashing, to ensure cleanliness of the materials d. Drying, using the oven e. Dry materials sorting, only high-quality materials are selected f. Observation of quality control team to ensure the raw materials meets the standard requirements. Since the quality of the sorting result will be more reliable when conducted directly by human labor, a large portion of the processes referred to above are still conducted by human labor. In addition to maintaining quality, the use of human labor is also intended to empower the surrounding society by improving their quality of life through employment opportunities. The first production process of herbal medicine is the raw materials receiving. The incoming raw materials are immediately checked by QCT. After the materials are proven to meet the receiving standards and usage standards, they are stored in the raw material storage warehouse. Herbal medicine ingredients preparation or herbs ingredients are also stored in the form of dry simplicia, chopped simplicia, whole dry and in the form of powder or grain and extract. Dry extracts are stored in non-simplicia storage warehouse, while liquid extract are stored in extraction cold storage for a limited amount of time. Raw materials to be used will be taken out from the raw materials storage warehouse to be sorted. After sorting, the raw materials are then washed, dried, grinded and only then are mixed. Type of Herbal Medicine Raw Materials
No. Product Type / Indonesian Name Common Name Latin Name
1. Dry Simplicia and Powder Jati Belanda Bastard Cedar Guazumae Folium Sirih Betel Peper Piperis Folium Alang-Alang Cogon Grass Imperatae Rhizoma Echinacea Echinacea Echinaceae Herba Kencur Galangal Kaempferiae Rhizoma Jahe Ginger Zingiberis Rhizoma Daun Jambu Biji Guava Leaf Psidii Folium Daun Dewa Gynura Leaf Gynurae Folium Cabe Jawa Java Long Pepper Retrofractie Fructus Kumis Kucing Java Tea Orthosiphonis Folium Temulawak Java Turmeric Curcumae Rhizoma Ling Zhi Ling Zhi Ganoderma Fructus Meniran Phyllantus Phyllanti Folium Jahe Merah Red Ginger Zingiberis Var Rubra Rhizoma Pasak Bumi Tongkat Ali Eurycomae Radix
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No. Product Type / Indonesian Name Common Name Latin Name
Tribulus Tribulus Tribuli Fructus Kunyit Turmeric Curcumae Domesticae Rhizoma Kunyit Putih White Turmeric Curcumae Zedoaria Rhizoma Temu Hitam Black Turmeric Curcumae Aeruginosae Rhizoma Temu Mangga Curcuma Mangga Curcumae Mangga Rhizoma
2. Dry Extract Jati Belanda Bastard Cedar Guazumae Folium Sirih Betel Peper Piperis Folium Kayu Manis Cinnamon Cinnamomi Cortex Alang-Alang Cogon Grass Imperatae Rhizoma Ketumbar Coriander Coriandri Fructus Echinacea Echinacea Echinaceae Herba Adas Fennel Foeniculi Fructus Kencur Galangal Kaempferiae Rhizoma Jahe Ginger Zingiberis Rhizoma Pegagan Gotu Kola Centellae Folium Daun Jambu Biji Guava Leaf Psidii Folium Daun Dewa Gynura Leaf Gynurae Folium Cabe Jawa Java Long Pepper Retrofractie Fructus Kumis Kucing Java Tea Orthosiphonis Folium Temulawak Java Turmeric Curcumae Rhizoma Ling Zhi Ling Zhi Ganoderma Fructus Meniran Phyllantus Phyllanti Folium Mengkudu Noni Morindae Fructus Jahe Merah Red Ginger Zingiberis Var Rubra Rhizoma Katuk Sweet Leaf Sauropi Folium Pasak Bumi Tongkat Ali Eurycomae Radix Tribulus Tribulus Tribuli Fructus Kunyit Turmeric Curcumae Domesticae Rhizoma Kunyit Putih White Turmeric Curcumae Zedoaria Rhizoma Temu Hitam Black Turmeric Curcumae Aeruginosae Rhizoma Temu Mangga Curcuma Mangga Curcumae Mangga Rhizoma
3. Pure Essential Oil Minyak Daun Cengkeh Clove Leaf Syzygium Aromaticum L. Minyak Tangkai Cengkeh Clove Stem Syzygium Aromaticum L. Minyak Bunga Cengkeh Clove Flower Syzygium Aromaticum L. Minyak Adas Fennel Foeniculum Vulgare L. Minyak Jahe Basah Ginger Zingiber Officinale L. Minyak Jahe Kering Ginger Zingiber Officinale L. Minyak Temulawak Java Turmeric Curcuma Xanthorrhiza L Minyak Sereh Wangi Lemongrass Cymbopogon Nardus L. Minyak Pala Nutmeg Myristica Fragrans L. Minyak Nilam Patchuoli Pogostemon Cablin L. Minyak Kunyit Turmeric Curcuma Domestica L. Minyak Kenanga Ylang-Ylang Cananga Odorata L.
The List of Raws Materials used as the Company’s for its production are, among others, as follows:
No. Name No. Name No. Name 1. Fennel 36. Java Plum 71. Bay leaf 2. Star Anise 37. Cinnamon 72. Green Chirayta 3. Akar Wangi 38. Kayu Rapet 73. Sappan wood 4. Cogon Grass (root) 39. Cinnamomum Sintok 74. Celery 5. Avocado (leaf) 40. Tree bean 75. Celery 6. Bangle 41. Velvet Berry 76. Sembukan
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No. Name No. Name No. Name 7. Garlic 42. Rodent tuber 77. Sambong 8 Lote herb ocean 43. Basil 78. Lemon grass 9. Wood rose 44. Cubeb 79. Arrowleaf Sida 10. Brotowali 45. Oranga Jessamine 80. Arrowleaf (root) 11. Java Long Pepper 46. Galangal 81. Betel peper (leaf) 12. Sandalwood 47. Coriander 82. Soursop (leaf) 13. Clove 48. Turmeric 83. Sweet leaf 14. Morel Berry 49. Pepper 84. Breadfruit (leaf) 15. Coral Tree (Leaf) 50. Black pepper 85. Elephant’s foot 16. Gunj Leaf 51. White pepper 86. Shortleaf spike edge (root/rhizome) 17. Plantain leaf 52. Shampoo ginger 87. Corn sow thistle (flower) 18. Caricature Plant (Leaf) 53. Red greater galanga 88. Temu Giring 19. Pomegrenate (Skin) 54. Greatar galangal 89. Black turmeric 20. Intoxicating yam 55. Mahkota Dewa 90. Fingerroot 21. Betel bite 56. Phyllantus 91. Curcuma manga 22. Serawak Betel bite 57. Neem 92. White turmeric 23. Bottlebrush 58. Mullberry (leaf) 93. Java turmeric 24. Garden Ginger 59. Nutmeg 94. Trawas 25. Guava (Leaf) 60. Asthma Plant 95. Puncture Vine 26. Ling Zhe Mushroom (slice) 61. Papaya (leaf) 96. Spirullina 27. Ling Zhe Mushroom (whole) 62. Gotu Kola 28. Bastard Cedar (leaf) 63. Star Anise 29. Senna (leaf) 64. Alyxia Stella (Maile) 30. Kaffir Lime 65. Black Board Tree 31. Fennel flower 66. Snakeroot 32. Cumin 67. Urena Lobata 33. Dandelion 68. Pimpinella Puruatjana 34. Cardamom 69. Marshpepper Knotweed 35. Elaeocarpus grandiflora 70. Rosella
7. Production Process 7.1. Production Activities As a player in the herbal medicine industry, the Company is governed by Regulation of the Minister of Health of the Republic of Indonesia No. 006 in 2012 on Traditional Medicine Industry and Enterprises, and the following rules implementation. Through implementation of high standards of quality for each of its products, the Company has become the only traditional medicine factory with pharmaceutical standards as evidenced by the CPOB and CPOTB certificates that are equivalent to pharmaceutical. These facts have made the Company more attractive and improved its ability to maintain consumers’ loyalty. The Company is commited to develop good and proper herbal medicine business. This commitment has made the Company more concentrated and innovative. The proper selection and usage of raw materials, in terms of type, amount and quality will produce good quality herbal medicine. To realize this commitment, all plans to release new products are always preceded by literature studies as well as intensive research concerning the safety and efficacy as well as market sampling. To guarantee the quality of its products, every production step starting from the raw materials received until the products are delivered to the consumers are conducted under tight quality control. The Company’s production activities starts from the receipt of raw materials and packaging materials from local suppliers, who are qualified Company’s partners subsequent to the Company’s approvals once they have passed the qualification tests set by the Company in order to become a supplier or partner. There are no raw materials used in production activities from import suppliers.
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In conducting its business, the Company has been working with 102 farmer groups so that there is no dependence on a single supplier that needs to be disclosed in the Prospectus. In a purchase transaction, the Company refers to the price prevailing in the market. All the suppliers of raw materials are the Company’s third parties who are not affiliated with the Company. The raw materials are received by raw materials storage warehouse and stored in quarantined area to be checked by Quality Control department using equipments of quality control laboratory to test the worthiness of such raw materials in accordance with the Company’s specification. Afterwards, raw materials that have passed quarantine will be subject to pre-processing activities, i.e., washing, sorting and drying to produce clean and ready-to-use materials for production that will be stored in clean storage area.
The company’s standard production has been getting CPOB and CPOTB certification
The diagram below represents the schematic stages of the Company’s production process:
Below is an explanation of each process: Raw materials that will be used for the production process selected in advance. Once selected, the materials
that have passed the selection process into the washing process. Material washing process is done as much as 2 times. Then, clean herbal ingredients that have been dried with dryer.
Wrapped using Aluminium Foil Machine
Packed in Polypaper
Distributor PT Muncul Mekar
Sieved(Sifted)
Fine PowderPacked
in Plastic
LabeledGoods Ready
For Sale
Raw MaterialDried using Dryer Mixed Coarsely
GrindedOven-fried Finely Grinded
SelectedSorted
Washed twice
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From the above process, the material obtained ready mixed dried herbs. Dry ingredients are mixed in accordance with the prescriptions of herbs that will be created. The finished dried herb mixed included in the milling process. The first mill was grinding process abusive. After coarse grinding process, the herbal ingredients roasted / toasted before entering the second grinding process, ie the process of finely milled. To get the appropriate fineness powder, fine powder is sifted. Less delicate powder is finely milled back, while the herbal powder is fine going into the packaging process.
Packaging process in general through 2 stages. The first stage is the primary packaging (packing primer). Primary packaging is the packaging in direct contact with the product. Primary packaging can be polypaper or aluminum foil. Products are packaged using labeled primers packing again later packed into the secondary packaging (secondary packing) in the form of plastic or cardboard. Once the packaging process is complete, the product is ready for sale
The following figure illustrates the production process of herbal medicine in powder form along with the explanation.
Below is an explanation of each process: Frying : is a sangray process (frying without using oil). In this process, the
blended raw materials are placed into the frying machine for a certain time. The purpose of this process is to reduce the moisture content. This sangray process also produces the aroma of herbal ingredients.
Grinding : after the frying process, the dry herbal ingredients are grinded to be herbal powder.
Sieving : after the grinding process, the powder will be sieved. From this process, fine powdered herbs will be forwarded to the primary packing, while coarse powder will be processed again for grinding.
Primary Packing : in this process, powdered herbs that have been through the sieving process will be packed in sachets.
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Secondary Packing : the herbal sachet from the primary packing will be packed into its secondary packing such as box or plastic.
The following figure illustrates the process of the production of liquid products along with the explanation.
Liquid Product Production Process Images
COOLING TANK
FILL & SEAL
QUARANTINE ROOMSECONDARYPACKING
CARTONING
MIXING TANK
LIQUID PROCESS
Below is an explanation of each process: Mixing Tank : in the mixing tank, the extract of liquid herbal is mixed with other
materials and heated for a certain time so that the materials can be mixed well.
Cooling Tank : after heating, the liquid herbal is flowed into the refrigerated tank for cooling. In the cooling tank, other ingredients are also added to the herbs.
Fill and Seal : after the cooling process, the liquid herbal is flowed through the pipes into the fill and seal machine to be packed.
Quarantine Room : the packed liquid herbal in the form of sachet will be placed in the quarantine room for inspection.
Secondary Packing : after passing the inspection procedure, herbal sachet will be packed into the secondary packaging such as plastic, box, or jars.
Cartoning : extracts of liquid herbal that have been packed in the secondary packing will be packed again into cartons.
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The following chart illustrates the flow of raw materials process as well as extraction process and candy production process. Pre-processing Flowchart (Raw Material Process)
Explanation:
The flow above the pre-existing process flow of raw materials. Pre-process the raw material flow includes flow from raw material receipt and the drying process. Raw materials that come from the first supplier in check. Raw materials according to standards acceptable, while the raw materials that do not conform will be returned to the supplier. Selected raw materials received (disortasi) to keep the quality of the material remains good. Raw materials that have disortasi be washed. Washing process is done as much as 2 times. Raw material is clean, then dried. Once dry, raw material ready to go to the next process or stored
Extraction Process Flowchart
The extraction process is the process of taking the extract (essence ) of herbal ingredients . In this process , raw material first coarsely ground . Results of this rough mill which will be taken sari - sari ( extract ) . For some products , the extract taken rough mill can be a combination of various materials as prescribed herbal medicine . Extraction process itself consists of several methods , namely maceration and percolation . The process of extraction by maceration method is the extraction process by soaking the materials in the solvent ( solvent ) . Solvent is a liquid that can dissolve the material , can be either water or alcohol . Another method used for extraction is by percolation . Percolation process is the extraction process by circulating the solvent through the material to be extracted . For extracts , can go through the process alone maceration , percolation alone or a combination of both . The process depends on the material to be extracted . Extraction process will produce a liquid extract , but the extract was mixed with the solvent substance . To separate the solvent to extract to go through the process of evaporation . In the evaporation process , the material is heated to a certain temperature in order to evaporate . Because different boiling point , solvent and extracts can be separated . The extract is completely pure can proceed to the next production process or kept in cold storage until needed for the production process .
Candy Production Process
Candy production process, largely through 4 stages.i.e cooking, molding, cooling and staging. The ingredients are mixed candy in the process of cooking (cooking). Once mixed well, in hot conditions, the candy printed materials (molding) and a granular form. Grain prints are then cooled by refrigerated passed through the room and then stored for a certain time (aging) before it can be packaged. Candy packaging process, in the form of primary packaging in the box (fill and seal), the secondary packing and cartoning process and case packer.
Source : The Company, July 2013
Raw Material
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7.2. Laboratory and Research Activities
The pictures below show the Company's laboratory facilities according to its functions and types.
Chemical and Instrumentation Laboratory Activities
AASTLC Scanner
SPECTROPHOTOMETER
GCMS
UPLC
CHEMICAL & INSTRUMENTATION LABORATORY
Source: The Company, July 2013 Chemistry and Instrumentation Laboratory This laboratory responsible for testing the content of substances contained in the raw materials, processed materials and finished products. The purpose of the test is to maintain the safety and quality of the company's products. The instruments that are being used in this lab are as follows:
TLC Scanner (Thin Layer Chromatography) GCMS (Gas Chromatography Mass Spectrofotometri) UPLC (Ultra Performance Liquid Chromatography) HPLC (High Performance Liquid Chromatography) Spectrophotometer AAS (Atomic Absorbtion Spectroscopy)
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Business Activities of Stability Test, Microbiology, Formulation and Production Laboratories
MICROBIOLOGY LABORATORY
RETAINED SAMPLE
CLIMATIC CHAMBER
STABILITY TEST LABORATORY
Source: The Company, July 2013
Stablity Test Laboratory At this laboratory, products are tested to ensure the fixed stability of product quality according to the Company’s standards when stored under certain conditions and a period of time. The stability testing can beconducted by storing the products on the retained sample shelves or using the climatic chamber. On the retained sample shelves, the products are placed in a temperature that reflects the actual conditions of normal room temperature. These shelves store each sample of the Company’s production. Another method to test the stability is by using the climatic chamber. With the climatic chamber, the storage condition is engineered so as to know the expiry condition of the products in a short period. Microbiology Laboratory This Laboratory is responsible for identifying bacteria, fungi, and other microbes that present in raw materials, processed materials, finished products, processing room and machinery. The purpose of the identification is to ensure that materials, products and processing environment is free from bad microbes.
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Source: The Company, July 2013
Formulation Laboratory Research on product formulations are performed in the formulation laboratory. The purpose of research in this laboratory is to find a new product formulation and in addtion it may also reformulate the existing products. Therefore to accomodate these functions, the lab is equipped with a mini model of the production machines such as mini evaporator, mini capsule machine and mini coffee extractor.
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Source: The Company, July 2013
Efficacy Test Laboratory The efficacy test laboratory is to test the efficacy of the product benefits in humans. However, before tested on humans, the product will first be tested on animals in the laboratory of pharmacology. Pharmacology Laboratory The Pharmacology laboratory is test the products efficacy and toxicity in animals. Before tested on humans, the products are tested on animals to reveal the side effects of these products.
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Source: The Company, July 2013 IPC Laboratory IPC laboratory or In Process Control is a laboratory that performs monitoring in every process. IPC laboratory ensures that every process is in accordance with the quality standard accepted by the Company.
7.3. Production Capacity The Company’s production capacity and actual production quantity from 2008 to 31 July 2013 were presented below:
(in units)
Production Capacity 31 July 31 December 2013 2012 2011 2010 2009 2008
Herbal Medicine 600,600,000 1,029,600,000 1,029,600,000 1,029,600,000 687,060,000 687,060,000 Energy Drinks 2,450,000,000 4,200,000,000 4,200,000,000 3,000,000,000 3,000,000,000 3,000,000,000 Drinks & candy 462,233,333 792,400,000 792,400,000 396,200,000 396,200,000 396,200,000 Healthy drinks 172,083,333 295,000,000 295,000,000 73,750,000 73,750,000 73,750,000 Others 17,500,000 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000
(in units)
Actual Production Quantity 31 July 31 December 2013 2012 2011 2010 2009 2008
Herbal Medicine 463,468,383 702,506,764 554,981,032 496,339,664 347,895,551 342,054,849 Energy Drinks 1,232,073,499 2,703,196,993 1,900,579,019 1,620,576,823 1,457,990,811 1,363,802,831 Beverage & candy 279,531,529 432,394,893 364,758,117 206,220,841 136,041,592 1,363,802,831 Healthy drinks 38,209,126 92,768,449 44,754,744 43,560,504 37,427,317 34,846,641 Others 1,487,114 2,711,968 2,815,004 2,938,745 3,215,393 4,024,910
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(in percentage)
Utilization 31 July 31 December 2013 2012 2011 2010 2009 2008
Herbal Medicine 77.17 68.23 53.90 48.21 50.64 49.79 Energy Drinks 50.29 64.36 45.25 54.02 48.60 45.46 Beverage & candy 60.47 54.57 46.03 52.05 34.34 32.61 Healthy drinks 22.20 31.45 15.17 59.07 50.75 47.25 Others 8.50 9.04 9.38 9.80 10.72 13.42
In connection with the sales growth of the Company's products, the Company's production capacity is currently around 50% to 80%. In the year 2014 to 2015, the Company will increase production capacity. The increase of the production capacity of these were related to the intensity of the promotion of the Company's products through advertising, both in print and electronic media that were delivered nicely, which increased the consumer appeal and brandawareness of the Company's products, which have an impact on the increasing market demand to boost production volume. 7.4. Quality Control The Company has a Quality Control Departmnent that is responsible to ensure that the quality control policies set by the Companies are properly implemented and that the actual practices are in conformity with standard procedures. Only products that meet the qualifications can be send to customers, therefore the probability of product return from customers is very minimum. Defective products or products that do not meet the production standards will be re-processed to meet the set production standards and qualifications. As of now the Company has obtained various ISO certification as international standard acknowledgement to the production systems and processes implemented by the Company.
Company Name ISO Type Date of Receipt Issuing Company Perseroan ISO 17025 12 October 2004 National Accreditation Committee
As part of its effort to improve the Company’s production units’ quality and capability to produce more various products, the Company has automatized its production facilities to improve efficiency of the production processes. 8. Distribution and Marketing Activities Distribution Network The herbal medicine industry in Indonesia continues to grow in line with the development in both domestic and global market, where herbs, which were initially consumed by the Indonesian society, particularly those residing in the Island of Java, have become more well-known and consumed by all levels of Indonesian society. In addition, herbs products are also exported to various countries abroad as follows: • Afghanistan • Ghana • Korea • Nigeria • Algeria • Hongkong • Malaysia • Qatar • United States of
America • Jordan • Mauritius • Singapore
• Brunai Darusalam • Australia
• Canada • Mongolia • Suriname
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The Company distributes its products through its subsidiaries, PT Muncul Mekar, a distribution company that specializes in handling the operational distribution of the Company’s products. The Company’s products are distributed by land and water transportation, starting from the finished goods warehouse in Semarang factory. The following diagram presents the Company’s herbal medicine products distribution structure. The distribution channel and the levels of wholesalers and/or sub-distributor may vary in accordance with the products and distribution area.
PT Industri Jamu dan Farmasi Sido Muncul Tbk Distribution Channel
Until the date of issuance of this Prospectus, the coverage of PT Muncul Mekar’s marketing and distribution area encompass the following areas:
Jakarta and West Indonesia Central Java East Java and East Indonesia
Tangerang Bangka Yogyakarta Surabaya Banjarmasin Makasar Kebon Jeruk Belitung Tegal Jember Sampit Kendari
Bekasi Padang Solo Panorogo Pangkalan Palu Cipete Jambi Rembang Tuban Bundar Gorontalo Kerawang Bengkulu Majenang Bali Samarinda Manado Cawang Pontianak Semarang Kediri Berau Luwuk Tambun Palembang Kebumen Banyuwangi Tarakan Ternate Pondok Labu
Pekanbaru Cilacap Madura Lombok Tobelo
Bandar Purwokerto Bojonegoro Sumbawa Ambon Lampung Jombang Kupang Sorong Batam Sidoarjo Atambua Nabire Ketapang Gresik Ruteng Jayapura Medan Pasuruan Ende Biak Lumajang Maumere Merauke Malang Wangopu Manokwari Timika
Factory
DistributorPT Muncul Mekar
East Java andEast Indonesia
Central JavaJakarta andWest Indonesia
CustomersWholesalers, Supermarkets, Shops, Brewing Retailers, Retailers
Consumers
PT Industri Jamu dan Farmasi Sido Muncul Tbk
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The distribution network area consists of 3 marketing offices (stock point) located in Tambun, Surabaya and Semarang, and ±100 selling agents, 108 sub-ditributor across Indonesia, ±161,556 of wholesaler.
Map of the Company’s Product Distribution Coverage Area
Marketing The Company implements P5TR strategy, i.e., Product, Promotion, Price, Placement, Public Relation and Corporate Social Responsibility, Trust and Relationship (high-quality products, intensive promotion and competitive price) in its marketing activities. The Company’s Integrated Marketing Communication strategy in marketing its products are as follows: a. Advertisements
Are media of information packaged in such a way to attract public attention. Advertisements require certain original characteristic and persuasiveness so that consumers are willingly encouraged to take the actions intended by the advertiser. In creating advertisements, the Company carefully considers the following four components: (1) Behavioural aspects, i.e., expected actions of prospective customers (2) Expected attitude, involving product characteristic or distinction (3) Awareness, in developing new products in market to capture prospective customers (4) Positioning, consumers advice. The Company strives to create advertisements that are informative, persuasive and serve as reminders. For example, the advertisement of the Company’s products, Tolak Angin, is packaged in such a way to include the above elements. In marketing Tolak Angin, the Company utilizes advertisements in mass media, particularly electronic and print media. Tolak Angin advertisement is widely-known for its tagline “Orang Pintar Minum Tolak Angin (Smart People Drinks Tolak Angin)”. In this advertisement, the Company wish to influence society that in selecting cold remedies, it is necessary to drink Tolak Angin. This tagline is enhanced through visualization of successful, smart and well-known figures such as Renald Kasali
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(academic and marketing figure), Lola Kamal (actress and doctor) and Agnes Monica (widely-known as young talented artist with academic achievements) and the last Anggito Abimanyu (academic and moslem scholar). The current Tolak Angin advertisement is not only persuasive but also includes the message that Tolak Angin cares about the Indonesian culture. This is fairly reasonable considering the position of Tolak Angin herbal medicine that is widely-known by the Indonesian society as the product has existed for quite some time. Therefore, Tolak Angin advertisements function more as reminders to society. Tolak Angin advertisements are no longer the main instrument to market the product, but they serve more as reminders and they provide information on actions taken by the Company to maintain customers loyalty. The advertisements are also used to strengthen the Tolak Angin brand to ensure the name Tolak Angin is strongly attached in consumers’ minds.
b. Sales Promotion In addition to advertisments, the Company also implements Sales Promotion strategy. Sales Promotion are activities to directly persuade, by offering incentive or added values of a product to sales forces, distributors or end customers, with the main objective to create immediate sales. Sales promotions are conducted to capture new customers and increase sales within a short period of time. One of the type of promotions conducted by the Company is marketing the Company’s product. Other type of promotions is through Event Sponshorship. The Company often becomes the main sponsor in social or entertainment events.
c. Brand Image Marketing certainly needs to be complemented by the Company’s reputation as well as product quality and positive brand image. Maintaining public trust is one of the Company’s main concern in building and maintaining the Company’s image and brand. On the other hand, the Company continues to build positive image through its corporate social responsibility activities, among others by building a 12,814 meter square agrotourism area in vicinity of the Company’s factory and providing unrestrained access to the Company’s factory. The Company also often participates in donation for charity and social activities. In addition, the Company also attends to the needs of every shareholders, by providing free homeward trips (mudik) in the form of free transportation to the hometown of participants, who are mostly are retailers selling the Company’s product. The activities are conducted regularly to create mutual relationships and maintain high loyalty from all stakeholders, consumers and distributors/agents of the Company’s products.
d. Direct Selling Is a marketing system where the organization communicates directly with target customers to obtain response or create transactions. Direct selling can be performed through telemarketing, email and others. Direct selling is not directly aimed to consumers but rather to the distributors in order for them to expand the channeling of the Company’s product. Unquestionably, direct selling is complemented with other programs, such as incentives or discounts that are part of sales promotion.
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The following sales data present the market area of the Company's main products which contribute significantly to domestic and international income as follows:
(in million Rupiah)
No. Description Juli 2013
WestIndonesia Central Indonesia East Indonesia Others Total
1. Herbal Medicine 382,685 100,942 81,951 3,006 568,584 2. Energy Drinks 306,257 62,883 215,105 18,742 602,987 3. Beverage & candy 89,167 34,484 58,646 196 182,493 4. Healthy drinks 13,539 4,596 8,321 1,103 27,560 5. Others 2,164 8,377 1,006 15 11,562 Total 793,812 211,282 365,029 23,062 1,393,186
(in million Rupiah)
No. Description 2012
West Indonesia Central Indonesia East Indonesia Others Total
1. Herbal Medicine 526,444 138,333 116,835 3,640 785,253 2. Energy Drinks 654,070 139,962 443,085 29,068 1,266,185 3. Beverage & candy 131,447 41,118 93,669 432 266,666 4. Healthy drinks 30,130 9,253 18,060 1,705 59,149 5. Others 1,865 11,190 1,133 223 14,411 Total 1,343,958 339,856 672,783 35,068 2,391,664
(in million Rupiah)
No. Description 2011
West Indonesia Central Indonesia East Indonesia Others Total
1. Herbal Medicine 394,036 102,894 86,759 3,033 586,722 2. Energy Drinks 751,979 149,533 419,810 18,330 1,339,653 3. Beverage & candy 130,316 27,150 71,759 504 229,729 4. Healthy drinks 16,153 5,771 8,841 1,517 32,282 5. Others 1,672 7,512 658 46 9,888 Total 1,294,155 292,860 587,828 23,430 2,198,273
(in million Rupiah)
No. Description 2010
West Indonesia Central Indonesia EastIndonesia Others Total
1. Herbal Medicine 324,354 97,378 59,258 1,533 482,523 2. Energy Drinks 723,267 195,351 273,808 9,556 1,201,982 3. Beverage & candy 91,369 22,110 26,183 100 139,762 4. Healthy drinks 16,853 6,185 6,468 563 30,068 5. Others 1,653 9,920 623 8 12,203 Total 1,157,496 330,944 366,340 11,758 1,866,538
(in million Rupiah)
No. Description 2009
West Indonesia Central Indonesia East Indonesia Others Total
1. Herbal Medicine 231,626 78,091 29,031 930 339,677 2. Energy Drinks 583,770 149,312 102,275 6,280 841,638 3. Beverage & candy 74,861 19,565 10,967 102 105,495 4. Healthy drinks 16,187 5,831 4,122 406 26,546 5. Others 1,959 9,756 468 24 12,207 Total 908,403 262,556 146,863 7,742 1,325,563
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(in million Rupiah)
No. Description 2008
West Indonesia Central Indonesia East Indonesia Others Total
1. Herbal Medicine 211,019 71,883 28,221 693 311,816 2. Energy Drinks 427,970 93,191 69,032 4,677 594,869 3. Beverage & candy 72,020 17,084 10,547 76 99,727 4. Healthy drinks 15,182 4,491 4,299 302 24,275 5. Others 2,803 6,900 727 18 10,447 Total 728,994 193,548 112,826 5,766 1,041,134
Sales/Revenue Growth of The Company and Subsidiaries
The Company’s product contribution to all sales from 2008 to 31 July 2013 were presented below:
(in million Rupiah)
Top Products 31 Juli 31 Desember 2013 % 2012 % 2011 % 2010 % 2009 % 2008 %
Herbal medicine 568,584 40.81 785,253 32.83 586,722 26.69 482,523 25.85 339,677 25.63 311,816 29.95 Energy Drinks 602,987 43.28 1,266,185 52.94 1,339,653 60.94 1,201,982 64.40 841,638 63.49 594,869 57.14 Beverages and
Candy 182,493 13.10 266,666 11.15 229,729 10.45 139,762 7.49 105,495 7.96 99,727 9.58 Healthy Drinks 27,560 1.98 59,149 2.47 32,282 1.47 30,068 1.61 26,546 2.00 24,275 2.33 Others 11,562 0.83 14,414 0.60 9,887 0.45 12,203 0.65 12,207 0.92 10,447 1.00 Total sales 1,393,186 100.00 2,391,667 100.00 2,198,273 100.00 1,866,538 100.00 1,325,563 100.00 1,041,134 100.00
1) In the event of damage in the process of delivery of merchandise, the Company will accept returns on
merchandise from customers. However, when compared to historical sales over the last 5 years, the amount of merchandise returns are not significant, ie less than 0.08%.
2) For sales discounts and sales bonuses, the Company implemented a policy that will be adapted to the market conditions at the time of sale. Furthermore, if there is damage to returns in the process of delivery of merchandise, the Company will accept returns on merchandise from customers. However, when compared to historical sales over the last 5 years, the amount of merchandise returns are not significant, ie less than 0.08%. Warranty payment terms given leeway to customers of the Company by an average range of about 20 days. However, when the company launched a new product, the Company will give more leeway the payment terms of 20 days in accordance with market conditions and the product.
9. Business Competition In the last few years, the Company faced increasingly tight competition, particularly from other herbal medicine companies such as PT Bintang Toedjoe, PT Deltomed Laboratories and others. Competition among herbal medicine companies existed for herbal products such as cold herbal remedies and other herbs considering most of the herbal companies have similar production line. i.e., using modern technology and capable of producing medicinal herbs in various forms (powder, liquid and caplet/tablet). In addition to herbal companies, the Company also competes with non-herbal companies, including pharmaceutical companies. Lately, there has been a growing tendency towards production of traditional medicines by pharmaceutical companies.
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10. Business Prospects The development of society’s lifestyles that shows the growing tendency to go back to nature, both domestically and internationally, has encouraged rapid growth in the herbal medicine industry. Consumers’ tendency to search for products with natural ingredients with minimum side-effect compared to pharmaceutical products/chemical based medicines adds to the factors that contribute the growth of herbal medicine industry. The efficacy of herbal medicine which has been empirically proven for centuries holds the potential to be develepod into standardized herbal medicine or phytomedicines. This public awareness has also encouraged the growing consumption of herbal medicine. Herbal medicine consumption in Indonesia from 2008-2012 continued to show an annual increase of 35.1% from 6,246.9 tons in 2008 to 20,818.6 tons in 2012. The increase is expected to continue in the following years, therefore the Company has the opportunity to continue to increase its production and expand its market share. (Source: Capricorn Indonesia Consult, September 2013). 11. Business Research and Development The Company collaborates with several universities in Indonesia. One of which is the Faculty of Medicine, University of Diponegoro (UNDIP), which conducted research and development of Herbal Medicine plants and pre-clinical and clinical tests (efficacy tests). The research conducted on two herbal products from herbal medicine company includes toxicity test and efficacy test. The importance of research and development of herbal products continue to grow day by day. Activities related to this research are data collections of medicinal plants, medicinal plants’ contents and toxicity tests on experimental animals, standardization of raw materials up to clinical research on raw materials and finished goods. 12. UKL (Upaya Pengelolaan Lingkungan, Environment Management Efforts) and UPL (Upaya
Pemantauan Lingkungan, Environment Monitoring Efforts) The Company’s business type falls into the category of those that should be equipped with Environment Management Efforts (UKL) and Environment Monitoring Efforts (UPL) as required in Law No. 32 Tahun 2009 regarding Environmental Conservation and Management juncto (ii) Government Regulation No. 27 Tahun 2012 regarding Environmental Permits. The Company’s business activities do not require an environmental impact assessment (AMDAL – Analisa Mengenai Dampak Lingkungan), as the Company’s business activities are categorized as activities with no significant impact on the environment, however the Company has met the requirements of UKL and UPL based on Letter of Head of Semarang Regency Environmental Impact Control Agency No. 660.1/1357/2004 dated 31 July 2004. The Company’s UKL and UPL implementation are periodically reported to the Ministry of Environment of the Republic of Indonesia or the related local agency. As a Company which utilizes plants as its raw materials, the Company avoids waste that are harmful to the environments in order to conserve the various medicinal plants in Indonesia. The Company installs slurry handling equipment to treat liquid waste produced by the factory into clean water to water the plants. Solid waste and extraction waste are processed into organic fertilizers that can be used to fertilize plants. Through the above waste management efforts, the Company strives to be an environmentally friendly company and to maintain the harmony of the areas surrounding the factory as it helps the plants to thrive. 13. Good Corporate Governance Considering the importance of good corporate covernance to achieve the highest standard in company management, the Company is committed to implement Good Corporate Governance as part of the Company’s culture. Every business decisions and the implementations are taken by the Board of Commissioners, Board of Directors and all of the Company’s employees. Decisions are always made professionally, with due consideration to the interest of all of the Company’s stakeholders, without any prejudice. Good Corporate Governance is consistently and continuously implemented to ensure long-term benefits are achieved. Every member of the
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Company can develop their maximum potential so that career developments can be carried out without any doubts and barriers since all activities are based on visions established by the Company. 14. The Company’s Corporate Social Responsibility As a Company which utilizes plants as its raw materials, the Company avoids waste that are harmful to the environments in order to conserve the various medicinal plants in Indonesia. The Company’s values are closely related to corporate social responsibility and the Company believes that it is a key factor for the success of the Company. As part of its responsibility to the environment, the Company has made efforts to manage its liquid waste. The Company installs slurry handling equipment to treat liquid waste produced by the factory into clean water to water the plants. Solid waste and extraction waste are processed into organic fertilizers that can be used to fertilize plants. Through the above waste management efforts, the Company strives to be an environmentally friendly company and to maintain the harmony of the areas surrounding the factory as it helps the plants to thrive. In addition, the Company also carried out various social activities as part of its participation in supporting the society and to conserve the environment, in particular those in the vicinity of the Company. Below are the social activities carried out by the Company during the past year: Social Welfare
• Monthly cataract surgery for the underprivileged in various locations in Indonesia • Donations to riot victims in Lampung (November 2012) • Charity contributions to 1,000 orphaned childred in Tangerang (August 2012) • Charity contributions to orphaned children in Banjarmasin (June 2012) • Donations to Victim Evacuation Center of Sukhoi Super Jet 100 (May 2012)
Meanwhile, the Company regularly conducts “Mudik Lebaran Penyeduh Jamu Se-Jabodetabek” (Jabodetabek Jamu Brewers’ Idul Fitri Home Trip) since 1991. In 2006, the Company provides free transportation for 15,000 travellers, which consisted of 250 buses to various region and cities in West and Central Java, such as Cirebon, Solo, Wonogiri, Banjarnegara, Kuningan and Tegal. The Annual Idul Fitri Free Home Trip is part of the Company’s social responsibility and involvement to jamu sellers. As one of the stakeholders in the Company’s business chain and the front liners in the marketing of the Company’s product, the Annual Idul Fitri Free Home Trip is a source of pride. The essential point is to bring happiness to the travellers. Through this event, the Company also hopes to assist the government in solving Idul Fitri transportation problems.
Environment • Planting of 10,000 mangrove at Moro Demak Beach on the commemoration of The Birth of the Prophet
Muhammad SAW (April 2012). The Company has opened an Agrotourism area as part of its concern on the environment; the purpose of the area is to collect medicinal plants with a priority for rare or nearly extinct plants. A large part of the collection consists of plants for herbal medicine ingredients used in the industry and the remaining are still explored from nature. The Agrotourism are was opened in 1999 and was designed artistically to attract visitors. Officially, the area is assigned as an agrotourism object specializing on herbal plants collection that is integratedly designed with landscaping and other infrastructure.
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The Agrotourism undertake thre missions to carry out as described below: 1. Scientific Mission
Serves as collection of live plants indicated as medicinal plants that are collected from various places, in particular rare plants as stock plants / germ plasm that may be used from time to time for further research material, whether for cultivation/development or efficacy research for new herbal medicine raw materials. The research are conducted by the Company’s research department and may also involve or conducted by other institutions, particularly students and undergraduates.
2. Social Mission The Agrotourism is open for public. Anyone is welcome to visit, particularly those who are concern about Indonesia’ s biodiversity. Agrotourism can provide new insights and knowledge to the society, particularly those related to medicinal plants, whether regarding cultivation methods, function and/or efficacy for human health.
3. Economic Mission The Agrotourism area serves as germ plasm / live plants stock that can be cultivated into unlimited amount of new plants in other areas. The vegetative propagation in the form of seeds or planting stocks are cultivated extensively in other areas and the results are used as raw materials for the herbal medicine industry or commercial crops commodities.
15. Certificates and Awards The Company received certifications and awards from various parties. The rewards and certifications received by the Company are, among others, as follows:
No. Awards/Certification Granted by 1. CPOB dan CPOTB Certificate year 2000 Department of Health of the Republic of Indonesia
(currently known as Ministry of Health) 2. Anugrah Peduli Lestari Kehati 2001 3. Bung Hatta Award
Role Model Company " Bung Hatta Good Examples"
Republika Daily
4. Indonesia Customer Satisfaction Award 2002 (ICSA) Indonesia’s Featured Brand 2002
SWA Magazine
5. Indonesia Brand Champion 2013 Medicinal Herbs Category Tolak Angin
Marketeers Magazine in collaboration with MarkPlus Insight
6. Indonesia Brand Champion Category Minor Health Pro 2013 Tolak Angin
Marketeers Magazine in collaboration with MarkPlus Insight
7. Largest Tax Payer 2012 Processing Industry Sector
Central Java Regional Tax Office 2013
8. Top Brand Award 2013 Tolak Angin
Marketing Magazine in collaboration with Frontier Consulting Group
9. Top Brand Award 2013 Kuku Bima TL
Marketing Magazine in collaboration with Frontier Consulting Group
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No. Awards/Certification Granted by 10. Appreciation for the Sponsorship of Anugerah
Satya Lencana Kebhaktian Social Award 2013 Indonesian Red Cross Blood Donators Communication Forum
11. 1st UNS SME’S Award 2012 Development of Cooperatives and SMEs Category “Best Medicinal Herbs Company Supporting SMEs Development”
University of Sebelas Maret Surakarta
12. Appreciation for Innovations in SMEs Warta Ekonomi 2012
Warta Ekonomi
13. Appreciation for CSR Sejahtera Indonesia 2012 Metro TV Appreciation for CSR Sejahtera Indonesia 2012 and Indonesia Tionghoa Joint Forum (Forum Bersama Indonesia Tionghoa - FBIT)
14. Appreciation for Innovation and Creation of SME 2012
Seputar Indonesia Daily
15. China-ASEAN Business Forum 2012 Warta Ekonomi in collaboration with SRW & Co. 16. Corporate Image Award
Category Traditional Herbal Medicine 2012 Bloomberg Businessweek in collaboration with Frontier Consulting Group
17. Excellent Brand Award 2012 TATV 18. Excellent Brand Award 2012 TATV 19. Indonesian Brand Builder Achievement 2012 SWA Magazine in collaboration with Mars 20. ICSA 2012
Best in Achieving Total Customer Satisfaction Kuku Bima TL
Frontier Consulting Group and Majalah SWA
21. Indonesia Best Brand Award 2012 Tolak Angin Sido Muncul
SWA Magazine in collaboration with Mars
22. Indonesia Brand Champion Category Jamu 2012 Tolak Angin
Marketeers Magazine in collaboration with MarkPlus Insight
23. Indonesia Brand Champion Category Minor Health Pro 2012 Tolak Angin
Marketeers Magazine in collaboration with MarkPlus Insight
24. Indonesia Brand Champion Award 2012 Category Herbal Company
Marketeers Magazine in collaboration with MarkPlus Insight
25. Indonesia Most Favorable Brand In Social Media 2012 Kuku Bima
SWA Magazine
26. Indonesia Original Brand 2012 Tolak Angin
SWA Magazine
27. Indonesian Creativity Award 2012 Sembilan Bersama Media and Free Magazine Indonesian Inspire!
28. Indonesia Sehat 2012 Ministry of Health RI 29. La Tofi Award 2012 - 30. RI’s Transmigrationf for Participation in
Organization and Supply of Transportation Mudik Lebaran Bersama 2012
Minister of Manpower and Transmigration of the Republic of Indonesia
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No. Awards/Certification Granted by 31. Satria Brand Award 2012
Kuku Bima Suara Merdeka Group
32. Satria Brand Award 2012 Tolak Angin
Suara Merdeka Group
33. SCTV Award 2012 Popular Advertisements
SCTV
34. Sindo UMKM 2012 Appreciation on SME’s Innovation
Seputar Indonesia Daily
35. Social Media Award 2012 Herbal Cold Remedies Category Tolak Angin Sido Muncul
Marketing Magazine in cooperation with Frontier Consulting Group
36. Social Media Award 2012 Energy Drink Powder Category Kuku Bima Energi
Marketing Magazine in cooperation with Frontier Consulting Group
37. Social Media Award 2012 Women’s Health Drink Category Kunyit Asam
Marketing Magazine in cooperation with Frontier Consulting Group
38. Top Brand Award 2012 Kuku Bima
Marketing Magazine in cooperation with Frontier Consulting Group
39. Top Brand Award 2012 Tolak Angin Sido Muncul
Marketing Magazine in cooperation with Frontier Consulting Group
40. Certificate of Appreciation Indonesia Opthalmologist Association
Indonesia Opthalmologist Association
41. The Best Innovation of Economic CSR Program 2011
Charta Peduli Indonesia
42. Economic Challenges Award 2011 The Pride of Indonesia Company in Pharmacy Industry (Herbal Medicine Sector)
Metro TV
43. ICSA 2011 The Best In Achieving Total Customer Satisfaction Tolak Angin
Frontier Consulting Group and SWA Magazne
44. Markplus Insight Marketeers Award Brand Champion 2011 Herbal Category Sido Muncul
Marketeers Magazine in cooperation with MarkPlus Insight
45. Markplus Insight Marketeers Award Indonesia Most Favorite Brand Award 2011 Tolak Angin
Marketeers Magazine in cooperation with MarkPlus Insight
46. Marketing Award 2011 The Best in Marketing Campaign
Marketing Magazine
47. Marketing Award 2011 The Best in Social Marketing
Majalah Marketing
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No. Awards/Certification Granted by 48. Appreciation for Donation of 1 unit of Blood Donor
Vehicle PMI 2011 Indonesian Red Cross
49. Food Security Award 2011 Minister of Agriculture 50. Food Security Award
2011 Processing and Marketing of Agricultural Products Sector
Directorate General of Processing and Marketing of Agricultural Product – Ministry of Defense
51. Platinum Indonesia 2011 Category: Best Quality Product of the Year 2011
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52. Polda Metro Jaya Awards for Penyelengaraan Mudik Bersama Lebaran 2011
Polda Metro Jaya
53. Appreciation from Indonesian Association of Direct Sellers - 2009
Indonesian Association of Direct Sellers
54. Award Pioneer of Community Economic 2009 - 55. SWA Award Firts Winner In Liquid Medicine
Countering The Catching Cold 2009 Category: Cold Remedies
SWA Magazine
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X. OVERVIEW OF HERBAL MEDICINE INDUSTRY IN INDONESIA Information presented in this section and other sections of this Prospectus that are related to the herbal medicine industry in Indonesia are compiled from variouse sources of information available to public. The Company provides no guarantee over the accuracy of such information, which may be inconsistent with other information compiled from sources in or outside Indonesia. These informations are not independently verified by the Company and other related supporting professionals and therefore should not be relied on as the only source of information. 1. CLASSIFICATION OF HERBAL MEDICINE Jamu and Herbal Medicine are Indonesia’s original and well-known concoction for hundreds of years. Although the exact beginning of tradition to prepare and drink jamu cannot be determined, it is believed that the tradition has taken place for hundreds or even thousands of years. The tradition to prepare and drink jamu has become a culture since the period of the Hindu-Java empires, which was proven by the Madhawapura Inscription from the Majapahit era which mentioned the profession of “jamu brewer” called Acaraki. Traditional medicines are ingredients or mixtures of ingredients consisting of plants, animals, minerals, galenical preparation, or combinations of the above, that is passed down from generation to generation to be used for medicinal purposes and can be applied in accordance to the existing norms in society. Jamu is one of Indonesia’s original traditional medicines that have been developed through research to achieve better standards. Global market requires scientific research regarding the efficacy of traditional medicines. If stakeholders are aware of the huge potential in the global market, additional production of traditional medicines categorized as standardized herbal medicine or even phytomedicines can be achieved. Currently, the knowledge of herbal medicine has grown and developed as a result of the developments in the science of Indonesia’s original medicine that are passed down from generation to generation. However, since it is not considered as part of the main stream modern medical science (western medication), jamu has been marginalized and included as part of areas known as traditional medicine. Based on the level of clinical test, herbal medicines in Indonesia are categorized into three types, each of which is represented with three different logos, i.e., jamu (empirical-based herbal medicine), scientific-based herbal medicine and phytomedicines (clinical-based herbal medicine). The difference lies on the phases of testing. The efficacy of jamu is generally limited to empirical efficacy. Whereas the efficacy of scientific-based herbal medicine has been tested pre-clinically and fitofarmaka has been clinically tested. In realty, only a few of Indonesian herbal medicines are categorized as fitofarmaka. However, since the development of history and most operating industries are jamu company, herbal medicine in Indonesia is widely-known as jamu. Based on the Decision of Head of National Agency of Drugs and Food Controls of the Republic of Indonesia No. HK.00.05.4.2411 dated 17 May 2007 regarding Conventions on Classification and Labeling of Indonesia’s Natural Medicine, the National Agency of Drugs and Food Controls (NA-DFC) has divided the Traditional Medicine into three categories as follows:
1. Herbal Medicines (Jamu) Represents traditional medicine with the lowest grade since jamu are products of medicinal plants which efficacies are not yet scientifically proven and have not been tested pre-clinically and clinically.
2. Scientific-based Herbal Medicine Represents traditional medicine with higher grade compared to jamu, as it has been tested pre-clinically, i.e., the simplicia test result has scientifically proven that it contains certain active ingredients that are beneficial for health. Simplicia refers to certain part of medicinal plants which has active ingredients. For example, the efficacy of Java Turmeric’s rhizome to cure hepatitis has been scientifically proven.
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3. Phytomedicines Represents medicine preparation with proven safety and efficacy, its raw materials consist of simplicia or galenical preparations that have met the prevailing standards (Department of Health, 1992, currently known as Ministry of Health). Phytomedicines is the highest category, or the highest level since in addition to pre-clinically tested (its simplicia has been scientifically proven as beneficial), it is also clinically proven. Meaning the medicine has been tested to human and its efficacy is scientifically proven.
The processing of traditional medicine categorized as phytomedicines requires strict standardization on the aspects of plants components, chemical-physical isolation and efficacy. The standardization requirements are not significantly different compared to those required for synthetic medicine which requires safety and efficacy evidence through various clinical and scientific testings. The growing trend to go back to nature, both in Indonesia and various countries around the world has encouraged rapid growth in the herbal medicine industry. Consumers’ tendency to search for products with natural ingredients with minimum side-effect compared to pharmaceutical products/chemical based medicines adds to the factors that contribute the growth of herbal medicine industry. The efficacy of herbal medicine which has been empirically proven for centuries holds the potential to be develepod into standardized herbal medicine or phytomedicines. This condition gives rise to the increasing domestic and international demand for jamu products and simultaneously encourages the growth of herbal medicine industry in Indonesia, in terms of type and variety of the products as well as production technology used. The rapid growth of herbal medicine industry has created tight competition among herbal products for certain health problems, such as cold, fatique, wellness and others. 1. Development of Traditional Medicine Industry in Indonesia In this study, the term herbal medicine – or commonly known as jamu – in Indonesia refers to all herbal ingredients used for traditional medication, including those in the form of dry simplicia, powder or solid and liquid extracts in accordance with processing technologies used by the industry. Formally, jamu is included in the scope of traditional medicine. The Regulation of Ministry of Health of the Republic of Indonesia No. 246/Menkes/Per/V/1990 defines traditional medicine as ingredients or mix of ingredients consisting of plants, animal, mineral, galenical preparactions (extract result or mix of ingredients from plants or animals), or mixtures of the above ingredients, that are traditionally used for medication based on experience. In the meantime, Indonesia’s Commodities Classification issued by Statistics Indonesia classifies jamu under heading no. KKI 5 digit 24234 consisting of 23 KKI, please refer to the following table:
Indonesia’s Jamu Commmodities Classifcation Table
No. KKI No. Product Description No. KKI No. Product Description 1. 24234.01010 Coarse-chopped jamu 13. 24234.01130 Teabag jamu 2. 24234.01020 Powder jamu 14. 24234.01140 Extract jamu 3. 24234.01030 Pill jamu 15. 24234.01150 Liquid jamu 4. 24234.01040 Tablet jamu 16. 24234.01160 Liquid jamu 5. 24234.01050 Tablet jamu 17. 24234.01170 Liquid jamu 6. 24234.01060 Caplet jamu 18. 24234.01180 Salve jamu 7. 24234.01070 Capsul jamu 19. 24234.01190 Parem jamu 8. 24234.01080 Boli jamu 20. 24234.01200 Pill jamu 9. 24234.01090 Granule jamu 21. 24234.01210 Compressed Strip Jamu 10. 24234.01100 Lunkhead jamu 22. 24234.01220 Patches jamu 11. 24234.01110 Extract jamu 23. 24234.01990 Other herbal/traditional medicine 12. 24234.01120 Strip jamu
Source: Capricorn Indonesia Consult, September 2013
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A. Domestic Supplies 1.1.1. Producers and Capacities
Herbal medicine industry is one of important national assets; in addition to the economical benefit, jamu has also become a trademark of Indonesian culture. Tax and export devisa from various jamu business, from small-scale industry or home industry to large-scale industry, have contributed to the national income. In addition, the jamu industry does not burden the government with imports of raw materials as the ingredients used are produced domestically. Indonesia’s rich biodiversity is a competitive advantage for the national jamu industry. In terms of the history of its development, jamu or traditional medicine business in Indonesia started from small-scale business (home industry) in order to meet small-scale medicinal demands (needs). Herbal medicine business in Indonesia started in 1825 by Mrs. Item and Ny. Ambarawa twins in Central Java. Furthermore herbs thrive in an era of the 1900s with the advent of herbal medicine companies. Jamu Jago’s step was directly followed by Jamu Jawa Asli Cap Potret Nyonya Meneer Company, which was established in 1919 in Semarang. Followed by Jamu Sidomuncul which was established in 1935 in Semarang, that is currently positioning itself as a herbal medicine company supported with the latest technology in its production process. Later on Jamu Air Mancur was established in 1963 in Wono Giri, and today numerous amount of jamu companies are established in Indonesia, for example, Jamu Leo, Jamu Simona, Jamu Borobudur, Jamu Dami, Jamu Pusaka Ambon, Jamu Tenaga Tani Farma that was established in Nangroe Aceh Darussalam and many others. Considering the development, the current Jamu industry in Indonesia are classified into following three categories based on the type of products and production scale, i..e, IOT (Industri Obat Tradisional, Traditional Medicine Industry), UKOT (Usaha Kecil Obat Traditional, Small Industry Traditional Medicine) and UMOT (Usaha Mikro Obat Traditional, Micro Industry Traditional Medicine). IOT is the industry that manufactures all types of traditional medicine preparations, UKOT is the industry that manufactures all types of traditional medicine preparation, except for tablet and effervescent and UMOT is the industry that only manufactures traditional medicine in the form of ointments, compressed strips, pills, external liquid medicine and fine-chopped powder. However, according to the BPOM (Badan Pengawasan Obat dan Makanan, National Agency of Food and Drugs Control) and GPJI (Gabungan Pengusaha Jamu Indonesia, Indonesian Jamu Enterpreneurs Association) only IOT and UKOT are registered. According to CIC’s research from both sources referred to above, Indonesia’s Jamu industry in general, viewed from the number of players, particularly UKOT, continuously experienced its ups and downs. The fluctuation of demands and the small scale of UKOT have lead to bankruptcy of several UKOT during the decline of market condition; or closed due to sanction for violation for using chemicals. As a result, the number of UKOT which reached 1,143 companies in 2008 dropped to 1,100 companies in 2009 and continued to drop to 1,036 companies in 2010. In 2011, the number of UKOT companies started to increase to 1,038 companies and continued to increase to 1,208 companies in 2012. Meanwhile, the number of IOT during the past few years showed an increasing trend. The growth in Indonesia’s population followed by the increase in income per capita and the growing awareness on health have contributed to the growth of IOT. The rising prices of pharmaceutical meidicine and the society’s tendency to go back to natural medications have also encouraged the growth of IOT. In addtion, several large traditional medicine companies (IOT) have also managed to capture export market in several countries, which also contributed to the growth of IOT.
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The number of IOT companies in 2008 which reached 127 companies has increased to 132 companies in 2012. The growing number of IOT companies in Indonesia is also followed by the development in production capacities and capability, in line with the advancement of production technology used. As a result of the technological progress implemented by IOT companies, the type of products produced by IOT companies have also developed, from jamu, scientific based herbal medicine to phytomedicines. In additon to the technological aspects, several IOT companies have also managed to implement CPOT/CPOB production process, i.e., production process equivalents to the pharmaceutical industry. The rapid improvement in IOT companies’ production processes have enabled Indonesian jamu products to enter export markets in various countries. The complete development of the number of jamu companies in Indonesia is presented in the following table:
Table of Development of Total Traditional Medicine (Jamu) Industry and Small Industry in
Indonesia (2008-2012)
Year IOT Trend (%) UKOT Trend (%) IOT+UKOT Trend (%) 2008 127 - 1,143 - 1,270 - 2009 129 1.6% 1,100 -3.8% 1,229 -3.2% 2010 130 0.8% 1,036 -5.8% 1,166 -5.1% 2011 131 0.8% 1,038 0.2% 1,169 0.3% 2012 132 0.8% 1,226 18.1% 1,358 16.2%
Annual average trend 1.0% 2.2% 2.0% Note: IOT (Industri Obat Tradisional, Traditional Medicine Industry, UKOT (Usaha Kecil Obat Tradisional, Small Industry Traditional Medicine) Source: Capricorn Indonesia Consult, September 2013
The growing jamu industry in Indonesia and the numerous jamu companies (IOT and UKOT) are spread across the 25 provinces in Indonesia. From those provinces, in 2012 the provinces in Java were recorded as the largest industry center. From the total 1,358 jamu companies, 1,070 of which, or approximately 78% are located in Java, i.e., Banten (55 companies), West Java (183 companies), DKI Jakarta (222), Central Java (275), DI Yogyakarta (38) and Eastern Java (297). Aside from the Java island, provinces with a considerable amount of jamu companies are Northern Sumatera with 75 companies, Southern Sulawesi (39) and Southern Kalimantan (33). The complete data is presented in the following table:
Table of Distribution of Traditional Medicine and BPOM Registered Product Companies (2012)
No Province Company No Province Company 1. Aceh Darussalam 24 14. East Java 297 2. North Sumatera 75 15. Bali 10 3. West Sumatera 8 16. West Kalimantan 16 4. Jambi 15 17. South Kalimantan 33 5. Riau 9 18. Central Kalimantan 1 6. Bangka Belitung 1 19. East Kalimantan 11 7. South Sumatera 9 20. West Nusa Tenggara 1 8. Lampung 4 21. East Nusa Tenggara 4 9. Banten 55 22. South Sulawesi 39 10. West Java 183 23. South-east Sulawesi 3 11. DKI Jakarta 222 24. North Sulawesi 8 12. Central Java 275 25. Maluku 17 13. DI Yogyakarta 38
Total 1,358 Source: Capricorn Indonesia Consult, September 2013
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The development of jamu industry/business in Indonesia was also followed by the growing number of brands registered in BPOM (Badan Pengawasan Obat dan Makanan, National Agency of Food and Drugs Control). The variety of medicinal plants in Indonesia coupled with the researches conducted by jamu enterpreneurs have encouraged the growing number of Indonesia’s jamu brands registered in BPOM for the period from 2008 to May 2013, which has reached 6,176 brands. Viewed from the distribution of the companies, a large portion of the jamu brand registered in BPOM was issued by jamu companies in Java Island, which accounted for 5,876 brands or 95% of the total registered jamu brand.
Table of Distribution of Traditional Medicine and BPOM Registered Product Companies (2008-2013)
No. Province Company Brand No. Province Company Brand 1. Aceh Darussalam 2 5 13. DI Yogyakarta 35 208 2. Sumatera Utara 41 125 14. Jawa Timur 131 992 3. Sumatera Barat 3 5 15. Bali 4 27 4. Jambi 2 8 16. Kalimantan Barat 2 12 5. Riau 2 5 17. Kalimantan Selatan 10 46 6. Bangka Belitung 1 1 18. Kalimantan Tengah 1 1 7. Sumatera Selatan 4 19 19. Kalimantan Timur 1 8 8. Lampung 1 1 20. Nusa Tenggara Barat 1 1 9. Banten 43 404 21. Nusa Tenggara Timur 1 1 10. Jawa Barat 124 1,044 22. Sulawesi Selatan 16 29 11. DKI Jakarta 114 785 23. Sulawesi Utara 1 2 12. Jawa Tengah 112 2,443 24. Maluku 4 4
Total 656 6,176 1Note: January-May 2013
Source: Capricorn Indonesia Consult, September 2013 B. Market Share of Traditional Medicine and Jamu (Herbal Medicine) Industry
The market for traditional medicine and jamu (herbal medicine) industry in Indonesia still holds a good potential for development. Since ancient times, our ancestors have been using medicinal plants for medications, passed down from generations to gengerations. The Indonesian society is familiar with medicinal plants. Although Herbal Medicine has only penetrated markets at the end user level and is still newly and limitedly known in the medical professional community, the demand for Herbal Medicine in Indonesia is considerably high and shows a rising tendency. This is due to the fact that Herbal Medicine remains as the preferred choice for the lower middle class, particularly for remedy of minor diseases. In addition, Herbal Medicine is relatively cheaper as a result of the cheap, abundance and easily available raw materials, therefore the prices of herbal medicines are more affordable to Indonesia’s lower middle class compared to chemical medicines that are relatively more expensive since 90% of its raw materials needs to be imported from abroad. The high demand of Herbal Medicine has encouraged several large jamu companies to increase their production through continuous research and improvements in production technology. In this condition, Herbal Medicine production in Indonesia for the past 5 years have experienced a significant increase, i.e., at a compounded annual growth rate (CAGR) of 34% per annum. Therefore the Herbal Medicine production which merely reached 6.5 tons in 2008 has increased to 21.1 tons in 2012.
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Table of Development of Jamu (Herbal Medicine) Production in Indonesia (2008-2012)
Year Production (kg) Growth (%) 2008 6,569,742 - 2009 8,819,878 34.3% 2010 12,005,618 36.1% 2011 15,864,224 32.1% 2012 21,181,912 33.5%
Compounded annual growth rate (CAGR) 34.0% Source: Capricorn Indonesia Consult, September 2013
Based on sources of GPJI (Gabungan Pengusaha Jamu Indonesia, Indonesian Jamu Entrepreneurs Association), the development of jamu production during the past was followed by the development of its market size. Jamu market size for the period 2008-2009 increased by an average of 16.2% per annum and had a compounded annual growth rate of 15.9%. Therefore, jamu market size which amounted to Rp7.2 trillion in 2008 was estimated to have increased to Rp 13 trillion in 2012.
Table of Development of Indonesia’s Jamu (Herbal Medicine) Market Size (2008-2012)
Year Market Size (trillion of Rp) Growth (%) 2008 7.2 - 2009 8.5 18.1% 2010 9.2 8.2% 2011 10.2 10.9% 2012 13.0 27.5%
Compounded Annual Growth Rate (CAGR) 16.2% Source: Capricorn Indonesia Consult, September 2013
C. Production Based on Type
There are three types of Jamu produced in Indonesia, i.e., powder, liquid and tablet/caplet. During the period 2008-2009, in general, jamu production showed an increasing trend albeit with differing trends. Liquid jamu, which contributed 67% of total production in the 2008-2012 period showed a positive growth in production, by an average of 34% per annum. Therefore, the production of liquid jamu which amounted to 4,408.3 tons or equalled to 293.9 billion of 15ml size sachets in 2008, increased to 14,213 tons or equalled to 947.7 billion sachets. Powder Jamu, which contributed an average of 30.7% to total production in the 2008-2012 period also showed an increasing trend by an average of 33.3% per annum. However, the production growth rate of powder jamu showed a decreasing trend whereas production trend in 2009 increased by 35.4%, and then declined to 35.1% in 2010 and continued to decline until reaching a mere increase of 29.7% in 2012. The decreasing tendency of powder jamu production growth rate was due to the market’s tendency towards practical types of jamu, either in liquid or tablet/caplet forms. In addition to practicality, the preference towards these types of jamu was also supported by the technological development in jamu production process that are becoming more modern.
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Tablet/caplet jamu for the period 2008 contributed an average of 2.2% to the total production. Although its contribution was relatively small towards the national jamu production, tablet/caplet jamu appeared to have a rapid growth tendency. During the period 2008-2009 production of tablet/caplet jamu increased by an average of 46.8% per annum, therefore, caplet jamu production which, in 2008 amounted to 140.6 tons or equalled to 54.1 million sachets of 4 caplets @ 650 mg have increased to 598.9 tons or equalled to 230.4 million sachets in in 2012. Similar to liquid jamu, the growing trend of tablet/caplet jamu was also a result of the increase in demand for practical jamu and supported by the technological development in jamu production which is steadily growing similar to that of medicine (phytomedicines).
Table of Development of Indonesia’s Jamu Production by Type
Year Production (kg) Growth (%) Liquid Powder Tablet / Caplet Total 2008 4,408,297 2,020,780 140,665 6,569,742 - 2009 5,918,138 2,736,540 165,200 8,819,878 34.3% 2010 8,055,770 3,698,225 251,624 12,005,618 36.1% 2011 10,644,894 4,913,064 306,265 15,864,224 32.1% 2012 14,213,063 6,369,862 598,987 21,181,912 33.5%
Compounded Annual Growth Rate (CAGR) 34.0% Source: Capricorn Indonesia Consult, September 2013
D. Import
Product classification in international trade is based on the harmonized system (HS), however, up to now jamu traditional medicine products has no individual HS number. The import and export of jamu are spread among several HS, among others HS.2106.90.91.00 (Fortificant premixes), HS.2106.90.92.00 (Ginseng-based preparations), HS.2106.90.94.00 (Other food preparations for infant use), HS.2106.89.99.00 (Other medical foods), and HS.3003.90.00.00 (Others). The HS numbers referred to above do not specifically specify the type of products included in their category considering these HS numbers are a pool of pharmaceutical products that do not qualify for the higher level of HS. Therefore, there is a possibility that products other than jamu are included in those HS numbers. In light of the foregoing, not all of the import figures in the HS numbers referred to above will be used. The import value of jamu is determined by selecting countries that have been exporting jamu to Indonesia. By considering the various types of herbal medicine in the market and further examination of import documents from each HS, there will be substraction and addition of data as a result of transfer of figures from one type to another. Therefore, the import value of jamu in this study has been revised from the data published by BPS (Biro Pusat Statistik, Statistics Indonesia). The same applies for the determination of herbal medicine export value. Import Development Although historically jamu is an original product of Indonesia and has been produced for hundreds of years, in its development jamu has gain trust from foreigners as indicated by the existence of imports from several countries. This condition is inseparable from the globalization of world trade and the high demand for traditional medicine. The growth in Indonesia’s traditional medicine import during the past few years showed an increasing trend, from 405.6 tons with a total value of US$ 2.6 million in 2008 to an estimate of 710.3 tons with a total value of US$ 3.9 million, indicating an average compounded annual growth rate (CAGR) of 11.1% for the period of 2008-2012.
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Table of Indonesia’s Jamu Import Growth, 2008-2012
Year Volume (kg) Growth (%) Value (US$) Growth (%) 2008 405,596 - 2,573,895 - 2009 452.169 11.5% 2.746.817 6.7% 2010 511.851 13.2% 2.996.171 9.1% 2011 614.297 20.0% 3.487.835 16.4% 2012 710.312 15.6% 3.924.861 12.5%
Compounded Annual Growth Rate (CAGR) 15.1% 11.1%
Source: Capricorn Indonesia Consult, September 2013 Import Based on Country of Origin As a producer of well known traditional medicine in the world, China was recorded as the largest importer of traditional medicine to Indonesia in 2011. Import of traditional medicine from China that is known as Traditional Chinese Medicine (TCM) to Indonesia in 2011 reached a total value of US$ 1.7 million or equalled to 50.5% of the total imported traditional medicine. Following China, the largest imported traditional medicine originated from Singapore, US$ 700 thousand, United States of America, US$ 326 thousands and others.
Table of Indonesia’s Imported Herbal Medicine by Country of Origin (2011)
Country of Origin Volume (kg) Market Shares (%) Value (US$) Market Shares (%) China 371,650 60.5% 1,762,054 50.5% Singapore 66,037 10.8% 701,055 20.1% Malaysia 59,894 9.8% 184,855 5.3% United States of America 44,229 7.2% 326,113 9.4% Taiwan 6,068 1.0% 37,676 1.1% India 805 0.1% 41,854 1.2% Hong Kong 7,351 1.2% 19,532 0.6% Other countries 58,263 9.5% 414,697 11.9% Total 614,297 100.0% 3,487,835 100.0% Source: Capricorn Indonesia Consult, September 2013
E. Export
Export Development
In addition to importing, Indonesia has also exported Herbal Medicine in the past few years. The development of jamu industri especially in terms of improving technology and quality have enabled Indonesia’s jamu products to enter export markets in several countries. The development of jamu export during the period of 2008-2012 generally increased, both in terms of volume and value, by 10.2% per annum and at a CAGR of 10.2% volume wise and by 9% per annum and at a CAGR of 9.1% per annum value wise. Therefore, the export of jamu which amounted to 726.4 tons with total value of US$ 2.7 million in 2008 has increased to 1,072.6 tons with total value of US$ 3.8 million in 2012.
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Table of Growth of Indonesia’s Jamu Export (2008-2011)
Year Volume (kg) Growth (%) Value (US$) Growth (%) 2008 728.439 - 2.662.376 - 2009 785.636 7.9% 2.885.368 8.4% 2010 862.236 9.8% 3.154.453 9.3% 2011 973.949 13.0% 3.456.014 9.6% 2012 1.073.584 10.2% 3.767.919 9.0%
Compounded annual growth rate (CAGR) 10.2% 9.1% Source: Capricorn Indonesia Consult, September 2013
Export by Country of Destination
In 2011, Indonesia has exported jamu to various country, particularly Asian countries such as Singapore, Brunei Darussalam, Malaysia, Hong Kong and others. In 2011 the largest export of jamu was destined for Singapore, which reached US$ 1.1 million or 32.2%, followed by Brunei Darussalam by US$ 646 million (16.7%), Hong Kong US$ 514 thousand (14.9%) and Malaysia US$ 459.2 thousand (13.3%). There are several country of destination for jamu export, including China.
Table of Indonesia’s Herbal Medicine Export by Country of Destination 2011
Country of Origin Volume (kg) Market Shares (%) Value (US$) Market Shares (%) Singapore 283,879 29.1% 1,111,121 32.2% Brunei Darussalam 49,582 5.1% 646,025 18.7% Hong Kong 204,559 21.0% 514,022 14.9% Malaysia 210,570 21.6% 459,329 13.3% Korea, Republic of 182,366 18.7% 418,173 12.1% East Timor 27,235 2.8% 200,771 5.8% Vietnam 1,597 0.2% 14,589 0.4% China 1,180 0.1% 4,442 0.1% Others 12,981 1.3% 87,542 2.5% Total 973,949 100.0% 3,456,014 100.0% Source: Capricorn Indonesia Consult, September 2013
F. Supply and Consumption
Under the assumptions that the level of stock per year remains constant and that jamu is consumables in nature, it is assumed that the supply of jamu is equal to its consumption. In this study, the supply/consumption of jamu is derived from total production plus import less export. Based on this approach, Indonesia’s jamu consumption during the period of 2008-2012 continued to significanly increase at an annual rate of 35.1% and a CAGR of 35.1%. Jamu consumption in 2008, which amounted to 6,249 tons increased to 8,466.4 tons in 2009 and continued to increase until reaching 15,504.6 tons in 2011 and 20,818.6 tons in 2012.
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Supply and Consumption Growth
Table of Growth of Supply/Consumption of Indonesia’s Jamu, 2008-2012
Year Production (kg) Import (kg) Export (kg) Consumption (kg) Trend (%) 2008 6.569.742 405.596 728.439 6.246.899 - 2009 8.819.878 452.169 785.636 8.486.411 35.8% 2010 12.005.618 511.851 862.236 11.655.233 37.3% 2011 15.864.224 614.297 973.949 15.504.572 33.0% 2012 21.181.912 710.312 1.073.584 20.818.639 34.3%
Average trend per annum 35.1% Source: Capricorn Indonesia Consult, September 2013
Supply and Consumption by Type
Based on examination of export and import documents and interview with several players in the industry, the total liquid jamu consumption in 2008 was 4,153 tons or equalled to 66.5% of total jamu consumption. While the total powder jamu consumption was 1,966.2 tons (31.5%) and tablet/caplet jamu was 124.9 tons (2%). The jamu consumption continued to show an increasing trend that in 2012 the consumption of liquid jamu achieved 13,888.6 tons (66.7%), powder jamu 6,298 tons (30.3%) dan tablet/caplet jamu was 632 tons (3.0%) The consumption data indicated that the consumption of liquid and tablet jamu showed an increasing growth rate whereas the growth rate of powder jamu showed a decreasing trend. This is due to the development in jamu production technology in Indonesia that continued to improve towards practical medicine, which can be consumed in a way that is in line with the consumers’ demand. Lately, jamu consumers tend to prefer practial consumption method which does not require brewing, and prefer direct consumption in the form of liquid or tablet/caplet.
Table of Growth of Jamu Supply/Consumption Based on Type, 2008-2012
Year Liquid (kg) Powder (kg) Tablet (kg) Total (kg) Trend (%) 2008 4,153,752 1,968,216 124,931 6,246,899 - 2009 5,650,233 2,680,585 155,593 8,486,411 35.8% 2010 7,768,761 3,637,594 248,879 11,655,233 37.3% 2011 10,336,958 4,846,384 321,229 15,504,572 33.0% 2012 13,888,553 6,298,019 632,067 20,818,639 34.3%
Average annual trend 35.1% Source: Capricorn Indonesia Consult, September 2013 Below are the description of market positioning of several jamu (Herbal Medicine) products in Indonesia: G. Herbal Cold Remedies Herbal cold remedies industry and market demand for the past few years continued to increase. The growing number or companies producing similar Herbal Medicine have tighten the market competition of herbal cold remedies. From 2008 to 2012, herbal cold remedies production indicated an average increase of 34% per annum and a CAGR of 34%. Herbal cold remedies production which amounted to 3,941.8 tons in 2008 increased to 12,709.1 tons in 2012.
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The following table presents the market share of cold remedies in Indonesia:
Market Share of Herbal Cold Remedies in Indonesia (2012)
No. Company Name Product Brand Market Share (%) 1. PT Industri Jamu dan Farmasi Sido Muncul Tbk Tolak Angin 75,10%
2. PT 1 Brand 1 5,00% 3. PT 2 Brand 2 2,00% 4. PT 3 Brand 3 1,02% 5. Others (below 1%) - 16,88%
Total 100,0% Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern
markets in Greater Jakarta area) H. Herbal Medicine Supplements in the form of Energy Drinks The development in the market share of energy drinks were followed by the entrance of new producers from traditional medicine industry, pharmaceutical industry and even food and beverages industry, which created a tight competition. The entrance of those industries are inseparable from the market size of energy drinks that is fairly large and continue to grow. It encouraged producers to continue improving their competitiveness by various means such as product innovations, increasing promotions, distributions, prices and others. Along with industry and market demand development, the production of energy drinks in Indonesia continued to increase in the past few years. During the period from 2008 to 2012, energy drinks production in Indonesia showed an average increase of 23.9% per annum and a CAGR of 23.9%. Energy drinks production in 2008, which amounted to 425.8 million litres increased to 528.9 litres in 2009. The energy drinks production reached 1 billion litres in 2012. The following table presents the market share of Energy Drinks in Indonesia:
Market Share of Energy Drinks in Indonesia (2012)
No. Company Name Product Name Market Share (%)
1. PT Industri Jamu dan Farmasi Sido Muncul Tbk Kuku Bima “Ener-G!” 60,02%
2. PT 1 Energy Drink 1 12,01% 3. PT 2 Energy Drink 2 8,01% 4. PT 3 Energy Drink 3 4,01% 5. PT 4 Energy Drink 4 2,32% 6. Others (below 1%) 13,63% Total 100,00%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in Greater Jakarta area) I. Health Drinks in the form of Coffee The development of ready-to-serve coffee industry grew stronger ever since the start of domestic production of instant coffee. Instant coffee emerged in domestic market along with the establishment of PT Sari Incofood Corporation (1984) and followed by PT Nestle Indonesia (1993). The development of instant coffee industry was also followed by the ground coffee industry, albeit in the form of instant coffee mix.
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The increase in domestic coffee consumption has directly boosted its production to continue increasing. The production of instant coffee mix from 2008 to 2012 increased by an average of 6.9% per annum and a CAGR of 6.9%. With such growth rate, the production of instant coffee, which amounted to 38.3 thousand tons in 2008 increased to 50 thousand tons in 2012. The following table presents the market share of health drink in the form of coffee and milk in Indonesia:
Market Share of Coffee and Milk in Indonesia (2012)
No. Company Name Product Name Market Share (%)
1. PT 1 Cofee 1 42,3% 2. PT 2 Cofee 2 17,9% 3. PT 3 Cofee 3 10,5% 4. PT 4 Cofee 4 7,4% 5. PT 5 Cofee 5 6,9%
6. PT Industri Jamu dan Farmasi Sido Muncul Tbk Kopi Jahe 6,7% 7. PT 6 Cofee 6 4,1% 8. Others (below 1%) 4,8% Total 100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in Greater Jakarta area) J. Herbal Candy Health candy refers to a type of flavoured candy with health benefits that is generally mixed with herbal traditional medicine ingredients. Therefore, health candy is often referred to as herbal candy. The tight competition in domestic candy market has not deterred PT Industri Jamu dan Farmasi Sido Muncul Tbk from participating. Armed with its experience in traditional medicine, PT Industri Jamu dan Farmasi Sido Muncul Tbk started to produce candy in the beginning of 2004, simultaneously with the operation of Food, Beverages and Candy division. The increase in demand automatically encouraged the increase in production from 12,415.5 tons in 2008 to 17,476.3 tons in 2012, which means from 2008 to 2012 herbal candy production increased in an average of 8.9% per annum and at a CAGR of 8.9%. The following table presents the market share of Herbal Candy in Indonesia:
Market Share of Herbal Candy in Indonesia (2012)
No. Company Name Product Name Market Share (%)
1. PT 1 Herbal Candy 1 32,5% 2. PT 2 Herbal Candy 2 24,1% 3. PT 3 Herbal Candy 3 13,5% 4. PT 4 Herbal Candy 4 8,1% 5. PT Industri Jamu dan Farmasi Sido Muncul Tbk Permen Tolak Angin 7,9% 6. PT 5 Herbal Candy l 5 7,2% 8. Others (below 1%) 6,9% Total 100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in Greater Jakarta area)
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K. Health Refreshment Drinks The growing society’s awareness to maintain health condition in combination with the consumption pattern of ready-to-serve drinks have encouraged the growth in demand for health drinks in Indonesia. One of the popular health drinks is the health refreshment drinks. The following table presents the market share of health refreshment drinks in Indonesia:
Market Share of Health Refreshment Drinks in Indonesia (2012)
No. Company Name Product Name Market Share (%) 1. PT 1 Health Refreshment Drinks 1 55,4%
2. PT Industri Jamu dan Farmasi Sido Muncul Tbk Alang Sari 9,1% 3. PT 2 Health Refreshment Drinks 2 5,9% 4. PT 3 Health Refreshment Drinks 3 5,2% 5. PT 4 Health Refreshment Drinks 4 4,9% 6. PT 5 Health Refreshment Drinks 5 4,5% 7. Others (below 1%) - 14,9% Total 100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in Greater Jakarta area) 3. GOVERNMENT POLICY The government’s role to support the development of jamu industry is highly expected by the jamu entrepreneurs. Up to now the jamu industry has been lacking government support, therefore, a lot of jamu companies, in particular small ones (UKOT), struggle to compete with industry-scale jamu compenies (IOT) and imported products. In response to the rush of imported jamu products, the government needs to tighten its monitoring over quality control and licensing of such products in order to protect the domestic industry. Up to now, ilegal imported jamu that do not meet safety requirements due to its harmful contents are widely available. 3.1. Investment Policy
On 25 May 2010, the Government of Indonesia issued a regulation regarding investment that are set forth in Presidential Decree No. 38 year 2010, to amend the Presidential Decree No. 76 year 2007, that was widely known for its DNI (Daftar Negatif Investasi, Negative Investment List). DNI consisted of regulation which determined sectors that are closed for foreign or domestic private investments, either in whole or in parts. Jamu industry is included in healthcare investment, namely Traditional Medicine Processing Business (KLBI-21022) and Traditional Medicine Industry (KLBI-21022), which are still open for investment provided that the investment is 100% domestic. Therefore, business in jamu industry is open solely for domestic entrepreneurs/capital and is closed for foreign entrepreneurs/capital. 3.2. Industry Regulation As one of the vital industries, particulary those related to human consumption and the healing of diseases or wellness, the jamu (traditional medicine) industry is heavily regulated by the governtment in order to avoid casualties due to lack of monitoring over the industry. Regulation on jamu industry applies for aspects beginning with the industry business license requirements, CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good Manufacturing Practices for Traditional Medicine), product standards up to the distribution and consumers’ protection. The summary of regulations surrounding jamu industri in general is presented in the following table.
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Table of Regulations on Indonesia’s Jamu Industry
No. Regulation No. Content/Concerning 1. UU No. 8 Year 1999 Consumer Protection 2. UU No. 20 Year 2008 Small Medium Enterprises 3. Minister of Health Regulation No.
246/Menkes/Per/V/1990 Business License of Traditional Medicine Industry and Registration of Traditional Medicine
4. Minister of Health Regulation No. 56/MENKES/SK/I/2000 Guidance on Clinical Testing of Traditional Medicine
5. BPOM Regulation No. HK.00.05.41.1384 Criteria and Procedures for Registration of Traditional Medicine, Scientific-based Herbal Medicine, Phytomedicines
6. BPOM Regulation No. HK.00.05.4.1380 CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good Manufacturing Practices for Traditional Medicine)
7. BPOM Regulation No. HK.03.1.23.06.11.5629 year 2011 Technical Requirements of Good Manufacturing Practices for Traditional Medicine
8. BPOM Regulation No. HK.00.05.1.42.0115 Monitoring on Inclusion of Traditional Medicine Raw Materials 9. Decree of Minister of Health No. PO.00.04.5.00327 Forms and Procedures of Registration Sticker Labelling on
Foreign Traditional Medicine 10. Decree of Minister of Health No. 381/Menkes/SK/III/2007 Kotranas (Kebijakan Obat Tradisional Nasional, National
Traditional Medicine Policy), as the implementing policy for the development of Indonesia’s traditional medicine.
Source: Capricorn Indonesia Consult, September 2013 3.3. Technical Standards In general, the technical standards for production of traditional medicine are governed by Regulation of Chairman of National Agency of Food and Drugs Control of the Republic of Indonesia No. HK.03.1.23.06.11.5629 year 2011 regarding Technical Requirements of Good Manufacturing Practices for Traditional Medicine. In principal, the regulation requires traditional medicine industry to produce traditional medicine in such a way in order to achieve its purpose of use, fulfill the requirements set forth in the circulation permit documents (registration), and avoid creating risks that are harmful to users due to lack of safety, low quality or ineffectiveness. Top management is responsible to achieve the goals through a “Quality Policy” that requires participation and commitment of all levels in the Company’s departments, suppliers and distributors. Achievement of the quality objectives in a consistent and reliable manner requires a Quality Assurance system that is comprehensively designed and properly implemented, which included the principles of CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good Manufacturing Practices for Traditional Medicine), including Quality Control and Quality Risk Management. CPOTB is a part of Quality Assurance, which ensures that traditional medicines are manufactured and controlled in a consistent manger to achieve the standard quality that meets the purpose of use and the requirements set forth in the circulation permit and product Specification. CPOTB includes production and quality control. The basic requirements of CPOTB are as follows: a. All manufacturing processes of traditional medicine are clearly defined, systematically reviewed in light of
experience and proven to be capable of consistently manufacturing traditional medicine that meet the required quality and the defined specification;
b. Critical steps of manufacturing processes, control and supporting infrastructure and their significant changes are validated;
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c. All necessary facilities required for CPOTB are provided, including: • Appropriately qualified and trained personnel • Adequate premises and space • Suitable equipment and supporting infrastructure; • Correct materials, containers and labels; • Approved procedures and instructions, and • Adequate storage and transportation.
d. Procedures and instructions are prepared in written in an instructional form in clear and unambiquous language;
e. Operators are properly trained to carry out the procedures correctly; f. Records are made, manually and/or by recording instruments, during manufacturing to demonstrate that all
steps required in the defined procedures and instructions are properly implemented and that the quantity and quality of the products were as expected. Any deviation shall be fully recorded and investigated;
g. Records of manufacture, including distribution, which enable the complete tracing of batch history, are retained in a comprehensive and accessible form;
h. The storage and distribution (wholesaling) of traditional medicine which minimize the risk on the quality of traditional medicine;
i. A system is available to recall any batch of traditional medicine from sale and supply; and j. Complaints about marketed products are examined, the causes of quality defects are investigated and
appropriate measures are taken with respect to the defective products and to prevent re-occurrence. 3.4. Import Regulation In trading, particularly import, the customs duty of traditional medicine (jamu) are set forth in Indonesia’s Customs Tariff 2012 issued by the Directorate General of Customs and Excise, Ministry of Finance of the Republic of Indonesia. According to the Customs Tariff book referred to above, imports of herbal medicine have not been categorized into a single tariff post in the Harmonized System, but are still combined in several HS numbers. According to CIC’s examination, import of herbal medicine were included in tariff post under the following HS numbers: HS. 2106.90.91.00, HS. 2106.90.92.00, HS. 2106.90.94.00, HS. 2106.90.99.00 and HS. 3003.90.00.00. Based on the tariff posts referred to above, the imports of traditional medicine (jamu) are subject to 5% customs duty and 10% VAT (refer to the following table).
Table of Customs Duty for Import of Herbal Medicine in Indonesia (2012)
Post /
Subpost Description of Goods Customs Duty (%)
Export Duty (%)
Tax (%)
VAT LGST
2106.90.91.00 - Stamina enhancer premix 5 - 10 - 2106.90.92.00 - Ginseng based preparations 5 - 10 - 2106.90.94.00 - Other food preparation for infant use 5 - 10 - 2106.90.99.00 - Other medical food 5 - 10 - 3003.90.00.00 - Others 5 - 10 - Source: Capricorn Indonesia Consult, September 2013
Challenges of Traditional Medicine Industry Traditional medicine industry is highly dependent on natural resources and Indonesia’s natural conditions which boast vast opportunities to cultivate the raw materials for traditional medicines. The uniqueness of its ecology, climate and land has traditionally developed centres of sources for medicinal plants throughout Indonesia. The productions centres are not adequately developed nor specifically mapped, therefore lack of adequate supply of medicinal plants raw material may occur in the absence of specific attention and development from the government or traditional medicine industry players. On the other hands, plenty of raw materials for traditional medicine are originated from outside of Indonesia and need to be specifically imported from the producing
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countries, which will result in the increase of production cost. These are several of the challenges faced in the production of traditional medicines. Traditional medicine industry is highly lacking in observing and utilizing results of scientific researches to support product and market development. The market development of traditional medicine industry stresses more heavily on promotional activities compared to scientific evidence to support the validity of efficacy, safety and quality of traditional medicines. The development is also still hindered by a fundamental issue, i.e., lack of product standardization, either in terms of ingredients used, preparation technique or product efficacy and safety. In addition, standardization of herbal medicine is challenging since some of herbal medicine producers consider it as an art that stresses on intuition instead of accurate measurement of ingredients used. In addition, there are many violations such as falsification of registration number, incomplete factory identity and incautious mixing of chemicals in the traditional medicines production process. Regulation of Minister of Health stated that traditional medicine are prohibited from chemical contents other than those required; uncontrolled use of chemicals will jeopardize consumers’ health. While preservatives are still allowed to a certain limit. On the other hand, the global market highly demands scientific research on the efficacy of traditional medicine such as jamu. If the stakeholders are aware of the huge potential the global market holds, additional production of traditional medicine under the category scientific-based herbal medicines or even phytomedicines may be accomplished. IDI (Ikatan Dokter Indonesia, Indonesian Medical Association) proposed to the government to create laws on traditional medicine industry that are separated from the pharmaceutical industry, considering the treatment of traditional medicine industry differs from that of pharmaceutical industry. Currently, the government has made efforts to protect the traditional medicine industry through the issuance of PermenKes No. 006/2012. Other challenges include the weakness of cross-sectoral coordination, non-optimal utilization of science and technology in developing herbal medicine industry as local traditional medicine variant, lack of competent human resources in traditional medicine and market limitiation that is experienced by nearly all of herbal medicine industry in Indonesia, therefore jamu fails to compete compared to foreign herbal medicine due to lack of promotion and information in the global level. For example, ginseng from South Korea is more well-known worldwide compared to temulawak (java turmeric) although studies proven that Indonesia’s temulawak are of better quality and more beneficial.
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XI. EQUITY The table below presents the Company’s equity prepared based on the Company’s financial statements for the seven months period ended 31 July 2013 and for the years ended on 31 December 2012, 2011 and 2010.
The Company’s financial statements for the seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011 and 2010, are entirely presented in this Prospectus, were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited), which in its report dated 4 November 2013 expressed an unqualified opinion with explanatory paragraph, Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited) has previously published the Independent Auditor’s Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 of the consolidated financial statements of the Company and its Subsidiaries for the seven months period ended July 31, 2012 and the years ended December 31, 2012, 2011 and 2010. According to the Company's investment disbursement plan and its Subsidiaries as disclosed in Notes 10, 46 and 47 to the consolidated financial statements, the Company republished the consolidated financial statements stated above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited) has also published Independent Auditor's Report No. 792/4-S114/ISW-3/07.13/R dated October 23, 2013 consolidated financial statements of the Company and its Subsidiaries for the seven months period ended July 31, 2012 and for the years ended December 31, 2012, 2011 and 2010. In accordance with the planned initial public offering of the Company as disclosed in Note 47 to the consolidated financial statements, the Company republished the consolidated financial statements stated above with accompanying changes and additional disclosures in the notes to the consolidated financial statements. The reports are published in order to be included in the prospectus in accordance with the initial public offering of the Company on Indonesia Stock Exchange, as described in Note 46 to the consolidated financial statements attached, and are not intended and are not allowed to be used for other purposes.
(in millions of Rupiah)
Description 31 July2013
31 December2012 2011 2010
Equity Authorized capital Issued and Paid-up Capital 1,350,000 1,130,000 36,000 36,000Paid-in Capital (1,793) - - -Other Equity Components - (1,793) 59,325 50,325Unrealized gain on financial assets available for sale 5,784 - - -Retained Earnings 228,357 176,442 440,017 260,082Equity attributable to the parent entity 1,582,348 1,304,649 535,342 346,407Non-Controlling Interest 2 2 2 2Total Equity 1,582,350 1,304,651 535,344 346,409
Based on Deed No. 33 dated 18 September 2013, the Company’s capital structure is as follows:
Authorized Capital : Rp5,000,000,000,000 (five trillion Rupiah) consisting of 50,000,000,000 (fifty billion) shares at a nominal value of Rp100 (one hundred Rupiah) per share.
Issued and Paid-up Capital : Rp1,350,000,000,000 (one trillion three hundred fifty billion Rupiah) consisting of 13,500,000,000 (thirteen billion five hundred million) shares at a nominal value of Rp100 (one hundred Rupiah) per share.
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Capital Structure Proforma
If the changes in the Company’s equity as a result of the Initial Public Offering of 1,500,000,000 (one billion five hundred million) shares with a nominal value of Rp ( Rupiah) per share at the Offer Price of Rp ( Rupiah) takes place on 31 July 2013, the Company’s proforma capital structure as of that date is as follows:
Capital Structure Proforma as of 31 july 2013
(in millions of Rupiah)
Description Issued and Paid-up Capital
Additional Paid-in Capital
Retained Earnings
Non-controlling Interests Total Equity
Balance of Equity based on financial statements as of 31 July 2013
1,350,000 - 69,116 2 1,417,325
Proforma equity as of 31 July 2013 assuming the following has taken place on such date:
Initial Public Offering of 1,500,000,000 Ordinary Registered Shares at a nominal value of Rp100 per share at the Offer Price of Rp per share, net of estimated offering cost borne by the Company.
150,000
Equity Balance based on Financial Statements as of 31 July 2013 post Initial Public Offering
1,500,000
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XII. DIVIDEND POLICY New Shareholders with regard to this Initial Public Offering have equal and similar rights in all respects with the holders of the Company’s existing issued and fully paid-up shares, including the rights to receive dividend distributions in accordance with the provisions of the Company’s Articles of Association and the prevailing laws and regulations. Distribution of dividends must be approved by the shareholders through a resolution of the Annual General Meeting on the recommendation of the Company’s Management. Dividends received by foreign shareholders are subject to tax in accordance with the prevailing regulations in Indonesia. Definition of foreign shareholders and further information on taxation in Indonesia are presented in Chapter XIII regarding Taxation in this Prospectus. With due consideration to the Company’s financial condition from time to time and without prejudice to the rights of the Company’s General Meeting of Shareholders to decide otherwise in accordance with the Company’s Articles of Association and with due consideration to the prevailing laws and regulations, the Company plans to distribute cash dividend to all shareholders at least once a year at a minimum amount of 20% (twenty percent) of the Company’s profit for the year, commencing on the 2013 fiscal year. The determination of time, amount and nature of the dividend distribution will depend on the recommendations from the Company’s Directors, however, there is no guarantee that the Company will be able to distribute dividends whether in the current or future years. The Company’s Directors decision to recommend dividend distribution will be dependent on: a. The Company’s operational result and cashflow; b. The estimated financial performance and working capital requirements of the Company; c. The Company’s business prospects in the future; d. The Company’s capital expenditures and other investment plans; e. Investment planning and other growth; and f. Business and economic condition in general and other factors that are considered relevant by the
Company’s Directors and restrictions on dividend distributions in accordance with the relevant agreements.
There is no negative covenant prohibiting the Company to perform dividend distribution to the shareholders. Dividend policy of the Company to the Shareholders will be decided in the AGM which is held every year. If the dividend distribution has been decided, the said dividends will be paid in Rupiah to the Shareholders on the listing date at the full amount of approved dividend and will be subject to withholding tax prevailing in Indonesia. Dividends received by foreign Shareholders will be subject to withholding tax regulations prevailing in Indonesia, which currently is at 20%.
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XIII. TAXATION Income tax on share dividends imposed in accordance with the applicable legislation. Pursuant to Article 4 paragraph 3 (f) of the Law of the Republic of Indonesia No. 7 Year 1983 regarding Income Tax as amended by Law. 36 of 2008 (effective 1 January 2009), recipient of the dividend or distribution of profits earned by the taxpayer as a limited liability company in the country, cooperatives, state-owned enterprises or owned companies, from equity investments in entities incorporated and domiciled in Indonesia are also not included as taxable income throughout the entire income requirements below are fulfilled: • Dividends from retained earnings reserves, and • For limited liability companies, state-owned enterprises and provincial enterprises who receive dividends,
shares in the company paying the dividend at least 25% of the total issued capital. Based on the Regulation of the Minister of Finance of the Republic of Indonesia No. 234/PMK.03/2009 dated 29 December 2009 on Certain Investment Funds To Provide Income Excluded As taxable income, income derived by a pension fund whose establishment was approved by Minister of Finance of capital investment, among others, in the form of a stock dividend on limited liability company listed on the stock exchanges in Indonesia is not included as an object of Income Tax. In accordance with Government Regulation no. 14 of 1997 regarding Amendment to Government Regulation no. 41 Year 1994 on Income Tax on Income from Sale of Shares on the Stock Exchange and the Directorate General of Tax Circular Letter No. SE-06/PJ.4/1997 dated 20 June 1997 regarding Implementation of Withholding Income Tax on Income from Sale of Shares on the Stock Exchange, are set as follows: 1. On income derived by individuals and entities from the sale of shares on the Stock Exchange levied income
tax of 0.1% of the gross value of the transaction and shall be final. Payment of income tax payable be deducted by the organizers of the Stock Exchange through a securities broker at the time of settlement of the sale of shares;
2. The founding shareholders subject to additional final Income Tax of 0.5% of the value of its shares at the public offering;
3. Payment of additional income tax made by the Company on behalf of each of the founding shareholders within a period not later than 1 month after shares are traded on the Stock Exchange. However, when the founding shareholders do not choose to fulfill tax obligations by paying an additional 0.5% final income tax, the calculation of income tax on profits made by the sale of shares founder income tax rate generally applicable in accordance with Article 17 of Law no. 7 of 1983 as amended by Law no. 36 Year 2008 on Income Tax.
In accordance with Government Regulation no. 19 Year 2009 regarding Income Tax on Dividends Received Or Retrieved individual taxpayer of the Interior, in the form of dividend income received or accrued by the taxpayer Domestic Personal income tax is 10% of the gross amount and shall be final. Dividends paid to the taxpayer of the Interior (including permanent establishments) that do not comply with the provisions of Article 4 paragraph 3 (f) of the Law of the Republic of Indonesia No. 7 Year 1983 regarding Income Tax as amended by Law No. 36 of 2008 on the above, the payment of dividends is subject to withholding income tax article 23 amounting to 15 % of the gross amount as stipulated in Article 23 paragraph (1) of Law No. 7 Year 1983 regarding Income Tax as amended by Law No. 36 of 2008. Furthermore, in accordance with Article 23 paragraph (1a) then if the taxpayer has an income that does not have a dividend Taxpayer Identification Number, the tariff cuts is 100% higher than the rate that was originally intended or as much as 30% of the gross receipts.
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The rate imposed on income in the form of dividends received or accrued by individual taxpayers in the country under the provisions of Article 17 paragraph (2c) Law No. 36 Year 2008 on Income Tax, the rate charged to income in the form of dividends distributed to individual taxpayers in the country is a maximum of 10% (ten percent) and are final. The determination of the amount of the rates based on the provisions of Article 17 paragraph (2d) regulated by Government Regulation No.19 of 2009 regarding Income Tax on Dividends Received or Provided individual taxpayer Interior. Dividends paid to foreign taxpayer will be charged 20% of the cash paid (in the case of cash dividends) or 20% of par value (in the case of stock dividends) or a lower rate in the case of dividend payments made to those who are residents of a State which has signed a Double Taxation Avoidance Agreement (P3B) with Indonesia, in compliance with the provisions stipulated in the Regulation of the Director General of Taxation No. PER-61/PJ/2009 on Procedures for Implementation of Double Taxation Avoidance Agreement, as amended by PER-24/PJ/2010 . In order for Foreign Taxpayers (WPLN) can apply appropriate rates P3B, according to the Director General of Taxation Regulation No. PER-61/PJ/2009 on Procedures for Implementation of Double Taxation Avoidance Agreement, as amended by PER-24/PJ/2010, Foreign Taxpayers are required to attach a certificate of domicile (SKD) / Certificate of Domicile of Non Resident for Indonesia tax withholding, as follow: 1. Form-DGT 1 or; 2. Form-DGT 2 for banks and WPLN who derives income through a custodian in respect of income from the
transfer of shares or bonds traded or reported in the capital market in Indonesia other than interest and dividends, and pension funds WPLN shaped the establishment in accordance with the laws and invitation in the partner country and is subject to tax in the partner country.
3. SKD common form issued by the partner country in terms of the Competent Authority in the partner country does not deign to sign Form DGT-1 / DGT-2, provided that: • Form SKD is published using English; • Published on or after January 1, 2010; • The form of the original document or a copy of the document that has been certified by the Tax Office
where one cutter / Tax Withholding registered as taxpayers; • at least include information on WPLN name, and • include a signature authorized officer, authorized representative or authorized tax office officials in
partner countries P3B or equivalent mark with signature according to the prevalence in the partner country P3B and names mentioned officials.
In addition to the requirements of Form-DGT-DGT1 or Form 2 or Form SKD Partner State in accordance with the then Director General of Taxation Regulation No. PER-62/PJ/2009 on the Prevention of Abuse Double Taxation Avoidance Agreement, as amended by PER-25/PJ/2010 dated 30 April 2010 the WPLN shall meet the Beneficial Owner or the actual owner of the economic benefits of income. Based on the Regulation of the Director General of Taxation Number: PER-43/PJ/2011 About Determination Subjects and Subjects Domestic Tax Foreign Tax, foreign tax subject is an individual who does not reside in Indonesia, an individual who was in Indonesia for not more than 183 (one hundred and eighty-three) days within a period of 12 (twelve) months, and entities that are not established or domiciled in Indonesia: a. Conducting business or conduct activities through a permanent establishment in Indonesia, or b. That can receive or earn income from Indonesia not from carrying on business or conduct activities through
a permanent establishment in Indonesia.
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Meanwhile, the domestic tax subject is: a. An individual who:
1) reside in Indonesia, or 2) located in Indonesia for more than 183 (one hundred and eighty-three) days within a period of 12
(twelve) months, or 3) in a tax year are in Indonesia and intends to reside in Indonesia.
b. The body established or domiciled in Indonesia, and c. Undivided inheritance as a single unit replaces the right. An individual who resides in Indonesia as referred to above is an individual who: a. have a residence (place of residence) in Indonesia, which is used by an individual as a place for:
1) remain (permanent dwelling place), which is not temporary and not as a haven, 2) perform daily activities or running habit (ordinary course of life), 3) the place running habit (place of habitual abode), or
b. have a domicile (place of domicile) in Indonesia, which is a private person who was born in Indonesia who are still in Indonesia
An individual who resides in Indonesia as referred to above which then went out of the country is still considered resident in Indonesia, where its presence overseas move and be in Indonesia for more than 183 (one hundred and eighty-three) days within a period of 12 (two twelve) months.
Individual Indonesian citizens residing abroad are considered not residing in Indonesia if permanent residence abroad as evidenced by one of the official identification documents are still valid as a resident abroad, namely:
a. Green Card, b. identity card, c. student card, d. endorsement overseas address on the passport by the Indonesian Representative Office abroad, e. certificate from the Indonesian Embassy or Representative Office of the Republic of Indonesia abroad,
or f. formally written in the passport by the Immigration local country.
Subject to foreign tax can practice or business through a permanent establishment in Indonesia in terms of management has a residence located in Indonesia. Place of management as referred to above is a place of management who run the activities / operations of daily or regular basis that do not exercise control over the entire company and not making strategic decisions in nature. In terms of place of management referred above which exercise control over the entire company or a place to make strategic decisions, subject to foreign taxes shall be treated as subject to tax in the country. Tax Liabilities Of The Company As a taxpayer, the Company had a tax liability for Income Tax (VAT), Value Added Tax (VAT) and the Land and Building Tax (PBB). The Company has complied with all tax obligations in accordance with the applicable tax laws and regulations.
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Tax obligations of the Company for fiscal year 2012 on income tax 21 22 Income Tax, Income Tax 23, PPh 25, PPh 29, PPh article 4 paragraph (2), and VAT has been met by the Company. The entire tax liability of the Company for fiscal year 2012, has been paid at the time of submission of tax returns in April 2013 thus the Company has no further tax liability (nil). Company transactions with related parties have mandatory notice provisions of article 18 paragraph 4 of Law No. 7 of 1983 as amended by Law no. 36 Year 2008 on Income Tax and the Director General of Taxation Regulation No. 43 of 2010, as amended by the Director General of Taxation Regulation No.. 32 of 2011 on the Application of Principles of Fairness and Business Transactions Between Prevalence Taxpayer Carries With Related Parties. PROSPECTIVE BUYERS IN THIS INITIAL PUBLIC OFFERING IS EXPECTED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX DUE ARISING FROM THE PURCHASE, OWNERSHIP, OR SALE OF PURCHASED SHARES THROUGH THIS OFFERING.
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XIV. UNDERWRITING 1. Information on the Joint Lead Underwriters Based on the terms and conditions stipulated in the Deed of Underwriting Agreement No. 21 dated 9 October 2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta, the Underwriters whose names are identified below agree to offer in full commitment 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares of the Company to the Public in this Initial Public Offering based upon their respective underwriting portion and bind themselves to purchase at Offer Price the Offered Shares that remain unsold at the close of the Offering Period. The aforementioned Agreement is the complete agreement which replaces any arrangement(s) or agreement(s) which may have previously existed with regard to the matters stipulated in the Agreement and there is no subsequent agreement made by the parties, which contents are contradictory with this Agreement. Furthermore, the Joint Lead Underwriters participating in the underwriting of the Company’s shares have agreed to discharge their respective duties in accordance with Rule No. IX.A.7 Annex to the Decree of the Chairman of Bapepam and LK No. KEP-45/PM/2000 dated 27 October 2000 regarding Responsibilities of Underwriters with Respect to the Subscriptions and Allotment of Securities in a Public Offering. The composition, underwriting portion and percentage of the members of the syndicated Underwriters are as follows:
No. Underwriters Underwriting Portion
Number of Shares
Value (Rp) Percentage (%)
Joint Lead Underwriters 1. PT Kresna Graha Sekurindo Tbk 2. PT Mandiri Sekuritas Underwriters
1. PT 2. PT 3. PT 4. PT 5. PT 6. PT 7. PT 8. PT 9. PT
10. PT Total 100.00
Capital Market Law and its implementing regulations define Affiliation as Party (individuals, company, joint venture, association or organized group) with:
a. Family relationships by either marriage or descents up to the second degree, horizontally and vertically; b. Relationship between the parties and employees, Directors or Commissioners of such parties; c. Relationship between two companies having one or more common directors or commissioners; d. Relatioship between the company and the party which, directly or indirectly, controls or is controlled by
the company; e. Relationship between two companies under common control, either directly or indirectly; or f. Relationship between the company and its principal shareholders.
The Joint Lead Underwriters and the Underwriters expressly represent that they are not, whether directly or indirectly, affiliated or associated with the Company.
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2. Determination of the Offer Price in the Primary Market The Offer Price for the share is determined based on agreement and negotiation between the Company’s shareholders and the Joint Lead Underwriters, with due consideration to the result of the initial offering (bookbuilding) conducted in 18-29 November 2013. Based on the result of the initial offering (bookbilding), the highest bid price received by the Joint Lead Underwriters was between Rp ( ) to Rp ( ) per share. Considering the result of the initial offering and based on the agreement between the Joint Lead Underwriters and the Company, the Offer Price was set at Rp ( ) per share. The price determination also takes into account the following factors: • Market condition at the time of the bookbuilding • The Company’s financial performance • Data and information on the Company, in terms of performance, history, business prospect and the
information regarding the herbal industry • The latest status and development of the Company’s condition • The above factors and the relation to market value determination and various valuation method of
companies which operates in similar industry as the Company • Shares performance in the secondary market. There is no guarantee or assurance that subsequent to this Initial Offering, the Company’s share price will remain higher than the Offer Price or whether the trade of the Company’s shares at the Stock Exchange where such shares are listed will continue to develop actively.
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XV. CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSIONS WITH REGARD TO INITIAL PUBLIC OFFERING
The Capital Market Supporting Institutions and Professions participating in this Initial Public Offering are as follows: Public Accountant : Tanubrata, Sutanto, Fahmi & Rekan Prudential Tower 17th Floor Jl Jend Sudirman Kav 79 Jakarta 12910
Partner Name : Indra Sri Widodo, SE, Ak, CPA STTD No.: 168/BL/STTD-AP/2011 Date of STTD: 16 December 2011 No. of Appointment Letter: S114/A13/194/02-13 dated 20 February 2013
Framework: PSAK (Pernyataan Standar Akuntasi Keuangan, Statement of Financial Accounting Standards)
Principal duties : To conduct audit in accordance with the auditing standards determined by the
Indonesian Institute of Accountants. The standards require the public accountant to plan and perform the audit in order to obtain a reasonable assurance about whether the financial statements are free from material misstatements and to take full responsibility for the opinion issued on the audited financial statements. The principal duties of the Public Accountant include examining, on a test basis, evidence supportings the amounts and disclosures in the financial statements.
Work Experience in Capital Market in the past 3 years:
No Client Tahun Penugasan
Assignment Type
Position
1. PT Adidas Indonesia 2012 Audit Partner 2. PT AGC Indonesia 2012 Audit Partner 3. PT Agriculture Construction 2012 Audit Partner 4. PT Agricon Putra Cipta Optima 2012 Audit Partner 5. PT Bali Telekom 2012 Audit Partner 6. PT Ferrostaal Indonesia 2012 Audit Partner 7. PT Forisa Nusapersada 2012 Audit Partner 8. PT Globe MZM 2012 Audit Partner 9. PT Hilti Nusantara 2012 Audit Partner 10. PT Industri Farmasi dan Jamu Sido Muncul 2012 Audit Partner 11. PT Petrolog Indah 2012 Audit Partner 12. PT Provident Capital Indonesia 2012 Audit Partner 13. PT Saratoga Infrastruktur 2012 Audit Partner 14. PT Seelindo Sejahteratama 2012 Audit Partner 15. PT Solusindo Kreasi Pratama 2012 Audit Partner 16. PT Solusi Menara Indonesia 2012 Audit Partner 17. PT Tower Bersama Infrastruktur Tbk 2012 Audit Partner 18. PT Tower One 2012 Audit Partner 19. PT Adidas Indonesia 2011 Audit Partner 20. PT AGC Indonesia 2011 Audit Partner 21. PT Agriculture Construction 2011 Audit Partner 22. PT Agricon Putra Cipta Optima 2011 Audit Partner 23. PT Bali Telekom 2011 Audit Partner 24. PT Forisa Nusapersada 2011 Audit Partner 25. PT Globe MZM 2011 Audit Partner 26. PT Hilti Nusantara 2011 Audit Partner 27. PT Industri Farmasi dan Jamu Sido Muncul 2011 Audit Partner
150
Legal Consultant : Soemarjono, Herman & Rekan Jl Sultan Agung No. 62 Jakarta 12970
STTD No.: 03/STTD-KH/PM/1992 dated 1 December 1992 and HKHPM Membership No.: 92003, under the name of Soemarjono. S. SH.
Framework: Capital Market Legal Consultant Professional Standards Annex to the Decree of Association of Capital Market Legal Consultants No. KEP.01/HKHPM/2005 dated 18 February 2005 juncto No. KEP.04/HKHPM/XI/2012 dated 6 December 2012. Appointment Letter dated 3 September 2012.
Principal duties : Provide Legal Opinion on the Company in relation to the Initial Public Offering. The Legal Consultant conduct research and examination (from the legal aspects) on the existing facts about the Company and other related information as provided by the Company. The result of research and examination thereof is set out in the Legal Due Diligence Report which form the basis of the Legal Opinion rendered in this Prospectus as far as the legal aspects are concerned. Other duty includes examining the legal aspects of information contained in this Prospectus. The Legal Consultant’s duties and functions described herein are in accordance with the prevailing Professional Standards and Capital Market Law to implement the transparency principle.
No Client Tahun Penugasan
Assignment Type
Position
28. PT Provident Capital Indonesia 2011 Audit Partner 29. PT Saratoga Infrastruktur 2011 Audit Partner 30. PT Solusindo Kreasi Pratama 2011 Audit Partner 31. PT Solusi Menara Indonesia 2011 Audit Partner 32. PT Tower Bersama Infrastruktur Tbk 2011 Audit Partner 33. PT Tower One 2011 Audit Partner 34. PT Adidas Indonesia 2010 Audit Senior Manager 35. PT Agriculture Construction 2010 Audit Senior Manager 36. PT Agricon Putra Cipta Optima 2010 Audit Senior Manager 37. PT Bali Telekom 2010 Audit Senior Manager 38. PT Forisa Nusapersada 2010 Audit Senior Manager 39. PT Globe MZM 2010 Audit Senior Manager 40. PT Hilti Nusantara 2010 Audit Senior Manager 41. PT Provident Capital Indonesia 2010 Audit Senior Manager 42. PT Saratoga Infrastruktur 2010 Audit Senior Manager 43. PT Solusi Menara Indonesia 2010 Audit Senior Manager 44. PT Tower Bersama Infrastruktur Tbk 2010 Audit Senior Manager 45. PT Tower One 2010 Audit Senior Manager 46. PT United Steel Center Indonesia 2010 Audit Senior Manager
151
Work Experience in Capital Market in the past 3 years:
Appraisal Company : KJPP Benedictus Darmapuspita dan Rekan Jl Musi 38 Jakarta 10150
Managing Partner Name: Ir Benedictus Supriyanto Darmapuspita, M.Sc., MAPPI (Cert) STTD No.: 03/PM/STTD-P/AB/2006 Date of STTD : 27 February 2006 Association Membership: member of FKJPP Association (Asosiasi Forum Kantor Jasa Penilai Publik, Association Forum of Public Appraisal Company) Appointment Letter No.: Ref No. BDR 13P-527 dated 9 September 2012
Principal duties : Conduct direct on-site physical examination, research and analysis of data to
determine the market value of the fixed assets owned by the Company. In conducting its appraisal duties to express an opinion regarding the market value of the Company’s fixed assets, the Appraisal Company constantly refers to Indonesian Appraisers Code of Ethics and Appraisal Standars and the prevailing Capital Market Law.
Work Experience in Capital Market in the past 3 years:
No. Client Assignment Type Year 1. PT. MARTINA BERTO IPO 2010 2. PT. SALIM IVOMAS PRATAMA IPO 2010 3. PT. BARITO PACIFIC, Tbk Property Appraisal 2011 4. PT. XL AXIATA, Tbk Fairness Opinion 2011 5. PT. ADARO ENERGY, Tbk Property and Shares Appraisal 2012 6. PT. UNITED TRACTORS, Tbk Fairness Opinion 2012 7. PT. ELNUSA, Tbk Property Appraisal 2012 8. PT. SUMALINDO LESTARI JAYA, Tbk Property and Shares Appraisal 2012 9. PT. ELNUSA, Tbk Property Appraisal 2013
No. Client Assignment Type Year 1. Legal Consultant Underwriter PT
Danareksa Sekuritas, PT Bahana Securities and PT Mandiri Sekuritas
Shares Issuance PT Garuda Indonesia (Persero) Tbk 2011
2. PT Adi Sarana Armada Tbk Shares Issuance 2012 3. PT BCA Finance - Bonds Issuance PT BCA Finance IV Tahap II
- Continous Bonds Phase I Issuance PT BCA Finance - Continous Bonds Phase II Issuance PT BCA Finance
- 2011
- 2012
- 2013 4. PT Cipaganti Citra Graha Tbk. Shares Issuance 2013 5. PT Bhuwanatala Indah Permai Tbk Private Placement IV 2012 6. PT Jasa Marga (Persero) Tbk Continous Bonds I Phase I Issuance Jasa Marga Year
2013 Seri S 2013
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Administration Bureau : PT Sirca Datapro Perdana Jl Johar No. 18 Menteng- Jakarta Pusat
Securities Administration Bureau Licence No.: Decree of the Ministry of Finance of the Republic of Indonesia No. 92/KMK.010/1990 dated 29 January 1990. SAB Association Membership: ABI (Asosiasi Biro Administrasi Efek, Securities Administration Bureau Association) Appointment Letter No.: 015/PH/SDP/VI/2013 dated 12 June 2013
Principal Duties : In accordance with the prevailing Professional Standards and Capital Market Law, the principal duties of the Securities Administration Bureau (“SAB”) include: acceptance of shares subscriptions in the form of Shares Subscription List (“SSL”) and Shares Subscription Form (“SSF”) that are supplemented by documents required in the shares subscription and approved by the Joint Lead Underwriters as the submitted subscription for share allotment. Perform the administering of shares subscription in accordance with the available application in the SAB. Together with the Joint Lead Underwriters, SAB reserves the right to reject subscriptions that are not in conformity with the subscription requirements, subject to the prevailing regulations. In addition, SAB shall also prepare report of allotment, prepare refund list, electronically distribute the shares to KSEI Collective Depository on behalf of KSEI account holders for subscribers entitled to allotment and prepare the IPO activities report in accordance with the prevailing regulations.
Work Experience in Capital Market in the past 3 years: No. Nama Emiten Tahun KET
1. PT Martina Berto Tbk 2011 IPO Notary : Fathiah Helmi, SH Graha Irama, 6th Floor, Room 6-C Jl HR. Rasuna Said Blok X-1 Kav. 1&2 Kuningan Jakarta Selatan 12950
Appointment Letter No.: 02/Prop/IPO/XII/2011 STTD No.: 02/STTD-N/PM/1996 under the name Fathiah Helmi, SH
Member of Indonesian Notary Association (Ikatan Notaris Indonesia) No.: 011.003.027.260958
Framework: Law No. 30 Year 2004 regarding Notary Office and Indonesian Notary Association Code of Ethics.
Principal duties : Prepare Notarial Deeds with regard to the Initial Public Offering, among others
Underwriting Agreement and Share Administration Agreement and the amendments thereof in accordance with Notarial code of ethics and regulation.
The Capital Market Supporting Institution and Professions and the Company are not affiliated parties as defined in the Law of the Republic of Indonesia No. 8 Year 1995 dated 10 November 1995 regarding Capital Market.
153
Work Experience in Capital Market in the past 3 years: No. Client Name Year Note
1. PT. PD Jabar Banten 2010 IPO 2. PT. Wintermar Offshore MaPUTne Tbk 2010 IPO 3. PT. Borneo Lumbung Energi 2010 IPO 4. PT. Bank Eksekutif International Tbk 2010 RI 5. PT. Nusantara Infrastructure Tbk 2010 RI 6. PT. Bank Permata Tbk 2010 RI 7. PT. Bank Negara Indonesia (Persero) Tbk 2010 RI 8. PT. Pan Brothers Tbk 2010 RI 9. PT. Mitrabahtera Segara Sejati Tbk 2011 IPO 10 PT. Tifa Finance 2011 IPO 11 PT. Bank Danamon Indonesia Tbk 2001 RI 12 PT. Bank Pundi Indonesia Tbk 2011 RI 13 PT. Cardig Aero Service Tbk 2011 IPO 14 PT. Erajaya Swasembada Tbk 2011 IPO 15 PT. Myoh Technology Tbk 2011 RI 16 PT. Bank VictoPUTa International Tbk 2011 RI 17 PT. Kresna Graha SekuPUTndo Tbk 2011 RI 18 PT. Supra Boga LestaPUT Tbk 2012 IPO 19 PT. Toba Bara Sejahtra 2012 IPO 20 PT. Kobexindo Tractors Tbk 2012 IPO 21 PT. Bank OCBC NISP Tbk 2012 RI 22 PT. Eatertainment International Tbk 2012 RI 23 PT. Bank Pembangunan Jawa Timur 2012 IPO 24 PT. TPUTkomsel Oke Tbk 2012 RI 25 PT. Royal Chemie Indonesia 2012 IPO 26 PT. Global Teleshops Tbk 2012 IPO 27 PT. Express Trasindo Utama 2012 IPO 28 PT. Bank Pundi Indonesia Tbk 2012 RI 29 PT. Waskita Karya (Persero) 2012 IPO 30 PT. Bank Tabungan Negara (Persero) Tbk 2012 RI 31 PT. Baramulti Suksessarana 2012 IPO
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XVI. LEGAL OPINION Presented below is the reproduction of the legal opinion regarding all subject matter related to the Company with regard to the Initial Public Offering through this Prospectus, which was prepared by Legal Consultant Soemarjono Herman & Partners.
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XVII. THE COMPANY’S FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT
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These consolidated financial statements were originally issued in the Indonesian language
Exhibit A
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 JULY 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010 (Expressed in million Rupiah, unless otherwise stated)
1 January
2011 2010 2010
(As restated, (As restated, (As restated,
31 July see Notes see Notes see Notes
Notes 2013 2012 2a, n, 44) 2a, n, 44) 2a, n, 44)
ASSETS
CURRENT ASSETS
Cash and cash equivalent 2d, e, f, 4 26,122 410,731 121,574 277,316 128,767
Trade receivables 2d, e, g, 5, 37
Third parties 300,553 260,923 207,725 167,098 99,171
Related parties 25 314 - 212 4 5,675
Other receivables
Third parties 2e, 6, 37 349 312 77 235 515
Related parties 2e, 6, 25, 37 144,727 665,454 180,564 - -
Inventories 2h, 7 257,172 235,540 206,276 172,389 172,597
Prepaid taxes 2m, 17a 2,502 1,140 2,254 1,580 327
Advance payments 8a 9,273 9,590 12,508 14,793 20,272
Prepaid expenses 8b 1,706 1,160 12,608 154 -
Investments 2d, e, 10a, 37 614,563 - - - -
Restricted funds 11 - - - 5,558 -
Total Current Assets 1,357,281 1,584,850 743,798 639,127 427,324
NON-CURRENT ASSETS
Advance purchase of property, plant
and equipment 8a 34,596 17,277 8,999 22,363 -
Deferred tax assets 2m, 17d 2,654 5,025 7,082 11,686 8,910
Investment in associates company 2t, 9 - 101,903 101,754 - -
Investments 2d, e, 10b, 37 60 - - - -
Property, plant and equipment -
net of accumulated depreciation
of 31 July 2013, 31 December 2012,
2011 and 2010 are as follows :
Rp 178,414; Rp 153,248; Rp 117,736
and Rp 98,083 2i, j, s, 12 513,730 441,794 306,846 216,563 168,033
Other non-current assets 2r, 13 218 150 179 463 205
Total Non-Current Assets 551,258 566,149 424,860 251,075 177,148
TOTAL ASSETS 1,908,539 2,150,999 1,168,658 890,202 604,472
31 December
See accompanying Notes to Consolidated Financial Statements on Exhibit E which are an integral part of the Consolidated Financial Statements taken as a whole
183
184
These consolidated financial statements were originally issued in the Indonesian language
Exhibit A/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 MARCH 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010 (Expressed in million Rupiah, unless otherwise stated)
1 January
2011 2010 2010
(As restated, (As restated, (As restated,
31 July see Notes see Notes see Notes
LIABILITIES AND EQUITY Notes 2013 2012 2a, n, 44) 2a, n, 44) 2a, n, 44)
CURRENT LIABILITIES
Short-term bank loans 2e, 14, 38 112,339 298,797 139 - -
Trade payables 2e, 15
Third parties 37, 38 110,740 192,776 124,174 84,324 119,327
Related parties 25 15,095 - 31,139 14,320 14,807
Other payables
Third parties 16, 38 21,537 48,041 235 5,554 209
Related parties 25, 38 18,082 39,441 856 1,203 213
Taxes payable 2m, 17b, 38
Corporate income tax 32,210 159,819 101,421 112,973 30,025
Other taxes 11,590 78,327 9,396 30,353 3,055
Accrued expenses 18, 38 1,846 19,440 55,508 17,876 5,125
Sales advance 20, 38 694 960 35,246 179 527
Loan from shareholders -
short-term 25c - - 2,000 - -
Current portion of
long-term debt:
- B a n k 2e, 14, 19 - 83 500 500 1,753
- Finance leases payable 21 - - 53 75 -
Total Current Liabilites 324,133 837,684 360,667 267,357 175,041
NON-CURRENT LIABILITIES
Loan from shareholders 22, 26, 38 - - 252,898 235,032 153,817
Provision for post-employment benefits 2k, 32 2,056 8,664 19,662 40,578 30,708
Long-term debt,
net of current portion
- B a n k 19, 38 - - 83 583 70,000
- Finance leases payable 21 - - 4 243 -
Total Non-Current Liabilities 2,056 8,664 272,647 276,436 254,525
TOTAL LIABILITAS 326,189 846,348 633,314 543,793 429,566
31 December
See accompanying Notes to Consolidated Financial Statements on Exhibit E
which are an integral part of the Consolidated Financial Statements taken as a whole
184
185
These consolidated financial statements were originally issued in the Indonesian language
Exhibit A/3
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 JULY 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010 (Expressed in million Rupiah, unless otherwise stated)
1 January
2011 2010 2010
(As restated, (As restated, (As restated,
31 July see Notes see Notes see Notes
Notes 2013 2012 2a, n, 44) 2a, n, 44) 2a, n, 44)
31 December
Share capital
Authorized - 45,000,000,000 (full amount)
shares in 31 July 2013 with par value
Rp 100 (Rupiah full amount) and 1,130,000
(full amount) shares in 2012 and 100,000
(full amount) shares in 2011 and 2010 with
par value Rp 1,000,000 (Rupiah full amount)
Issued and fully paid-up - 31 July 2013
amounted 13,500,000,000 (full amount),
in 2012 amounted 1,130,000 (full amount)
shares, in 2011 and 2010 amounted
to 36,000 (full amount) shares 23 1,350,000 1,130,000 36,000 36,000 36,000
Additional pain-in capital 2a (1,793) - - - -
Other equity components 26 - (1,793) 59,325 50,325 29,325
Unrealized gain on available-for-sale
financial assets 10a 5,784 - - - -
Retained earnings 228,357 176,442 440,017 260,082 109,579
Equity attributable
to the owners of parent 1,582,348 1,304,649 535,342 346,407 174,904
Non-controlling interest 2 2 2 2 2
Total Equity 1,582,350 1,304,651 535,344 346,409 174,906
TOTAL LIABILITIES AND EQUITY 1,908,539 2,150,999 1,168,658 890,202 604,472
See accompanying Notes to Consolidated Financial Statements on Exhibit E which are an integral part of the Consolidated Financial Statements taken as a whole
185
186
These consolidated financial statements were originally issued in the Indonesian language
Exhibit B
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
Notes 2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
S A L E S 2l, 27 1,393,186 1,344,438 2,391,667 2,198,273 1,866,538
COST OF GOODS SOLD 2l, 28 (833,397) (819,753) (1,471,020) (1,320,584) (1,180,604)
GROSS PROFIT 559,789 524,685 920,647 877,689 685,934
Sales and marketing expenses 2l, 30 (200,836) (222,548) (336,690) (337,612) (218,599)
General and administrative expenses 2l, 31 (67,285) (50,619) (79,604) (101,128) (132,263)
Other financial income 33 2,094 3,235 5,905 11,215 6,653
Other financial expenses 34 (8,649) (613) (708) (606) (3,875)
Other operating income 35 38,247 4,928 6,628 7,754 5,694
Other operating expenses 36 (43,532) (4,433) (2,557) (2,268) (4,353)
PROFIT BEFORE INCOME TAX 279,828 254,635 513,621 455,044 339,191
BENEFIT/(EXPENSE) INCOME TAX
Current tax 2m, 17c (75,242) (61,626) (124,026) (110,505) (104,798)
Deferred tax 2m, 17d (2,371) (2,057) (2,057) (4,604) 2,776
Income Tax - Net (77,613) (63,683) (126,083) (115,109) (102,022)
PROFIT BEFORE COMPREHENSIVE
INCOME 202,215 190,952 387,538 339,935 237,169
OTHER COMPREHENSIVE
INCOME
Other comprehensive income 10a 5,784 - - - -
TOTAL COMPREHENSIVE INCOME
CURRENT YEAR - AFTER TAX 207,999 190,952 387,538 339,935 237,169
31 December31 Juli
See accompanying Notes to Consolidated Financial Statements on Exhibit E
which are an integral part of the Consolidated Financial Statements taken as a whole
186
187
These consolidated financial statements were originally issued in the Indonesian language
Exhibit B/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
Notes 2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
31 December31 Juli
Carried forward -
comphehensive income current year -
after tax 207,999 190,952 387,538 339,935 237,169
PROFIT FOR THE YEAR
ATTRIBUTABLE TO:
The owners of parent 207,999 190,952 387,538 339,935 237,169
Non-controlling interest 0.12 0.01 0.02 0.02 0.01
T O T A L 207,999 190,952 387,538 339,935 237,169
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
The owners of parent 207,999 190,952 387,538 339,935 237,169
Non-controlling interest 0.12 0.01 0.02 0.02 0.01
T O T A L 207,999 190,952 387,538 339,935 237,169
Net Basic Earning per Share
(in Rupiah full amount) 40 15 5,304,223 342,954 9,442,638 6,588,028
See accompanying Notes to Consolidated Financial Statements on Exhibit E
which are an integral part of the Consolidated Financial Statements taken as a whole
187
188
T
hese
con
soli
date
d fi
nanc
ial s
tate
men
ts w
ere
orig
inal
ly i
ssue
d in
the
Indo
nesi
an la
ngua
ge
Exhi
bit
C
PT
IND
UST
RI J
AM
U D
AN
FA
RMA
SI S
IDO
MU
NCU
L T
bk
AN
D S
UBS
IDIA
RIES
FOR
PERI
OD
OF
7 (S
EVEN
) M
ON
THS
END
ED
31 J
ULY
201
3 A
ND
201
2 (U
NA
UD
ITED
) A
ND
YEA
RS E
ND
ED 3
1 D
ECEM
BER
2012
, 20
11 A
ND
201
0 (E
xpre
ssed
in m
illio
n R
upia
h, u
nles
s ot
herw
ise
stat
ed)
Pro
form
a in
Dif
fere
nce
in
rest
ruct
uri
ng
rest
ruct
uri
ng
tran
sact
ion
str
ansa
ctio
ns
Un
real
ize
d
Equ
ity
Issu
ed
A
dd
itio
nal
be
twe
en
en
titi
es
be
twe
en
en
titi
es
gai
n o
nat
trib
uta
ble
No
n -
and
pai
d-i
nu
nd
er
com
mo
nu
nd
er
com
mo
nav
aila
ble
-fo
r-sa
leR
eta
ine
d t
o t
he
ow
ne
rsco
ntr
oll
ing
To
tal
full
y p
aid
-up
cap
ital
con
tro
lco
ntr
ol
fin
anci
al a
sse
tse
arn
ing
s o
f p
are
nt
inte
rest
eq
uit
y
BA
LAN
CE
AT
31
DEC
EMB
ER 2
009
36,0
00
-
2
1,1
18
8,2
07
-
109,5
79
174,9
04
2
174,9
06
Impact
of
profo
rm
a a
dju
stm
ents
-
-
2
1,0
00
-
-
-
21,0
00
-
21,0
00
Cash
div
idends
(Note
24)
-
-
-
-
-
(
86,6
66)
(86,6
66)
-
(86,6
66)
Tota
l co
mprehensi
ve i
nco
me f
or c
urrent
year
-
-
-
-
-
237,1
69
237,1
69
0.0
1
237,1
69
BA
LAN
CE
AT
31
DEC
EMB
ER 2
010
-
AS
RES
TA
TED
36,0
00
-
4
2,1
18
8,2
07
-
260,0
82
346,4
07
2
346,4
09
Impact
of
profo
rm
a a
dju
stm
ents
-
-
9,0
00
-
-
-
9,0
00
-
9
,000
Cash
div
idends
(Note
24)
-
-
-
-
-
(160,0
00)
(160,0
00)
-
(
160,0
00)
Tota
l co
mprehensi
ve i
nco
me f
or c
urrent
year
-
-
-
-
-
339,9
35
339,9
35
0.0
2
339,9
35
BA
LAN
CE
AT
31
DEC
EMB
ER 2
011
-
AS
RES
TA
TED
36,0
00
-
5
1,1
18
8,2
07
-
440,0
17
535,3
42
2
535,3
44
Oth
er
eq
uit
y co
mp
on
en
ts
188
189
T
hese
con
soli
date
d fi
nanc
ial s
tate
men
ts w
ere
orig
inal
ly i
ssue
d in
the
Indo
nesi
an la
ngua
ge
Exhi
bit
C/2
PT IN
DU
STR
I JA
MU
DA
N F
ARM
ASI
SID
O M
UN
CUL
Tbk
A
ND
SU
BSID
IARI
ES
CON
SOLI
DA
TED
STA
TEM
ENTS
OF
CHA
NG
ES IN
FOR
PERI
OD
OF
7 (S
EVEN
) M
ON
THS
END
ED
31 J
ULY
201
3 A
ND
201
2 (U
NA
UD
ITED
) A
ND
YEA
RS E
ND
ED 3
1 D
ECEM
BER
2012
, 20
11 A
ND
201
0 (E
xpre
ssed
in m
illio
n R
upia
h, u
nles
s ot
herw
ise
stat
ed)
Pro
form
a in
Dif
fere
nce
in
rest
ruct
uri
ng
rest
ruct
uri
ng
tran
sact
ion
str
ansa
ctio
ns
Un
real
ize
d
Equ
ity
Issu
ed
A
dd
itio
nal
be
twe
en
en
titi
es
be
twe
en
en
titi
es
gai
n o
nat
trib
uta
ble
No
n -
and
pai
d-i
nu
nd
er
com
mo
nu
nd
er
com
mo
nav
aila
ble
-fo
r-sa
leR
eta
ine
d t
o t
he
ow
ne
rsco
ntr
oll
ing
To
tal
full
y p
aid
-up
cap
ital
con
tro
lco
ntr
ol
fin
anci
al a
sse
tse
arn
ing
s o
f p
are
nt
inte
rest
eq
uit
y
Oth
er
eq
uit
y co
mp
on
en
ts
Carrie
d f
orw
ard -
bala
nce
as
at
3
1 D
ece
mber 2
011 -
as
rest
ate
d
36,0
00
-
5
1,1
18
8,2
07
-
440,0
17
535,3
42
2
535,3
44
Dif
ference
of
change i
n e
quit
y
subsi
dia
ry
-
-
-
-
-
(
92,0
00)
(92,0
00)
-
(92,0
00)
Tota
l co
mprehensi
ve i
nco
me f
or c
urrent
perio
d -
-
-
-
-
190,9
52
190,9
52
-
190,9
52
BA
LAN
CE
AT
31
JULY
201
2
36,0
00
-
5
1,1
18
8,2
07
-
538,9
69
634,2
94
2
634,2
96
Capit
al co
ntr
ibuti
on
1,0
94,0
00
-
-
-
-
-
1,0
94,0
00
-
1,0
94,0
00
Impact
of
profo
rm
a a
dju
stm
ents
-
-
(5
1,1
18)
-
-
-
(51,1
18)
-
(51,1
18)
Dif
ference
in r
est
ruct
urin
g t
ransa
ctio
ns
betw
een e
nti
ties
under c
om
mon c
ontr
ol
-
-
-
(1
0,0
00)
-
-
(10,0
00)
-
(10,0
00)
Cash
div
idends
(Note
24)
-
-
-
-
-
(559,1
13)
(559,1
13)
-
(
559,1
13)
Tota
l co
mprehensi
ve i
nco
me f
or c
urrent
year
-
-
-
-
-
196,5
86
196,5
86
0.0
2
196,5
86
BA
LAN
CE
AT
31
DEC
EMB
ER 2
012
1,1
30,0
00
-
-
(1,7
93)
-
176,4
42
1,3
04,6
49
2
1,3
04,6
51
189
190
T
hese
con
soli
date
d fi
nanc
ial s
tate
men
ts w
ere
orig
inal
ly i
ssue
d in
the
Indo
nesi
an la
ngua
ge
Exhi
bit
C/3
PT IN
DU
STR
I JA
MU
DA
N F
ARM
ASI
SID
O M
UN
CUL
Tbk
A
ND
SU
BSID
IARI
ES
CON
SOLI
DA
TED
STA
TEM
ENTS
OF
FO
R PE
RIO
D O
F 7
(SEV
EN)
MO
NTH
S EN
DED
31
JU
LY 2
013
AN
D 2
012
(UN
AU
DIT
ED)
AN
D Y
EARS
EN
DED
31
DEC
EMBE
R 20
12,
2011
AN
D 2
010
(Exp
ress
ed in
mill
ion
Rup
iah,
unl
ess
othe
rwis
e st
ated
)
Pro
form
a in
Dif
fere
nce
in
rest
ruct
uri
ng
rest
ruct
uri
ng
tran
sact
ion
str
ansa
ctio
ns
Un
real
ize
d
Equ
ity
Issu
ed
A
dd
itio
nal
be
twe
en
en
titi
es
be
twe
en
en
titi
es
gai
n o
nat
trib
uta
ble
No
n -
and
pai
d-i
nu
nd
er
com
mo
nu
nd
er
com
mo
nav
aila
ble
-fo
r-sa
leR
eta
ine
d t
o t
he
ow
ne
rsco
ntr
oll
ing
To
tal
full
y p
aid
-up
cap
ital
con
tro
lco
ntr
ol
fin
anci
al a
sse
tse
arn
ing
s o
f p
are
nt
inte
rest
eq
uit
y
Oth
er
eq
uit
y co
mp
on
en
ts
Brought
forw
ard -
bala
nce
as
at
31 D
ece
mber 2
012
1,1
30,0
00
-
-
(1,7
93)
-
176,4
42
1,3
04,6
49
2
1,3
04,6
51
Cash
capit
al co
ntr
ibuti
on
220,0
00
-
-
-
-
-
220,0
00
-
220,0
00
Adju
stm
ents
rela
ted t
o P
SAK 3
8 -
Busi
ness
com
bin
ati
ons
of
enti
ties
under
com
mon c
ontr
ol
-
(1,7
93)
-
-
-
-
(
1,7
93)
-
(1
,793)
Dif
ference
in r
est
ruct
urin
g t
ransa
ctio
ns
betw
een e
nti
ties
under c
om
mon c
ontr
ol
-
-
-
1,7
93
-
-
1,7
93
-
1
,793
Cash
div
idend (
Note
24)
-
-
-
-
-
(150,3
00)
(150,3
00)
-
(
150,3
00)
Tota
l co
mprehensi
ve i
nco
me
for c
urrent
perio
d -
-
-
-
5,7
84
202,2
15
207,9
99
0.1
2
207,9
99
BA
LAN
CE
AT
31
JULY
201
3 1
,350,0
00
(1,7
93)
-
-
5,7
84
228,3
57
1,5
82,3
48
2
1,5
82,3
50
No
te 2
3N
ote
26
See
acco
mpa
nyin
g N
otes
to
Cons
olid
ated
Fin
anci
al S
tate
men
ts o
n Ex
hibi
t E
whi
ch a
re a
n in
tegr
al p
art
of t
he C
onso
lidat
ed F
inan
cial
Sta
tem
ents
tak
en a
s a
who
le
190
191
These consolidated financial statements were originally issued in the Indonesian language
Exhibit D
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL AND SUBSIDIARIES Tbk CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED) AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010 (Expressed in million Rupiah, unless otherwise stated)
2012 2011 2010
(As restated, (As restated, (As restated,
2012 see Notes see Notes see NotesNotes 2013 (unaudited) 2a, n, 44) 2a, n, 44) 2a, n, 44)
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customer 5, 27 1,380,970 1,431,844 1,779,955 1,973,094 1,797,869
Payments to supplier 15, 28, 29, 30, 31 (1,134,241) (1,049,845) (1,741,125) (1,535,681) (1,330,298)
Payments to employee and director 28, 29, 30, 31 (89,651) (64,236) (125,648) (124,116) (104,248)
Payments of taxes 17 (383,894) (51,092) (1,743) (143,481) (67,894)
Receipts from tax restitution 17 637 669 5,939 - -
Receipts from interest income and
interest deposit 33 11,594 3,207 6,306 12,991 6,972
Payments financial expenses 34 (62) (533) (708) (605) (4,054)
Receipt / (payment) others - Net 8, 6 (109,329) (14,327) 60,579 591 974
Net cash flows provided by
(used in) operating activities (323,976) 255,687 (16,446) 182,793 299,321
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of property, plant and equipment 12 (115,073) (49,448) (173,202) (108,873) (57,685)
Proceed from sales of
property, plant and equipment 12, 35 32,129 - 1,556 3,984 911
Advance from purchase of
property, plant and equipment 8 (25,974) (6,773) (8,278) (1,891) (38,768)
Investments 10 (575,662) - - - -
Investment from associated company 9 101,000 - - (100,000) -
Net cash flows used in investing activities (583,580) (56,221) (179,925) (206,780) (95,542)
31 December31 July
See accompanying Notes to Consolidated Financial Statements on Exhibit E which are an integral part of the Consolidated Financial Statements taken as a whole
191
192
These consolidated financial statements were originally issued in the Indonesian language
Exhibit D/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL AND SUBSIDIARIES Tbk
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED) AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010 (Expressed in million Rupiah, unless otherwise stated)
2012 2011 2010
(As restated, (As restated, (As restated,
2012 see Notes see Notes see Notes
Notes 2013 (unaudited) 2a, n, 44) 2a, n, 44) 2a, n, 44)
31 December31 July
CASH FLOWS FROM FINANCING ACTIVITIES
Receipt from bank loan 19 - - 298,751 - -
Payments to bank loan 19 (111,058) (431) (593) (361) (70,670)
Receipt from shareholder loan 22 573,805 11,354 - 19,866 81,215
Payments to shareholder loan 22 (9,500) (174,210) (254,898) - -
Payments of financial lease 21 - - (57) (260) (343)
Payments of cash dividen 24 (150,300) (40,000) (651,113) (160,000) (96,667)
Cash receipts from paid-in capital 23 220,000 - 1,094,000 - 30,000
Decrease from investment proforma 10 - - (563) - -
Receipts from additional paid-in capital 23 - - - 9,000 1,000
Net cash flows (used in)
provided by financing activities 522,947 (203,287) 485,527 (131,755) (55,465)
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENT (384,609) (3,821) 289,157 (155,742) 148,314
EXCHANGE RATE ON
CASH AND CASH EQUIVALENT - - - - 235
CASH AND CASH EQUIVALENT
AT BEGINNING OF THE YEAR 4 410,731 121,574 121,574 277,316 128,767
CASH AND CASH EQUIVALENT
AT THE OF THE PERIOD/YEAR 4 26,122 117,753 410,731 121,574 277,316
See accompanying Notes to Consolidated Financial Statements on Exhibit E which are an integral part of the Consolidated Financial Statements taken as a whole
192
193
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 1. G E N E R A L
a. Company Establishment
PT Industri Jamu dan Farmasi Sido Muncul Tbk the Company domiciled in Semarang, was established based on the Notarial deed No. 21 dated 18 March 1975 made in presence of Kahirman Gondodiwirjo, S.H., Notary in Semarang and was approved by the Minister of Justice of the Republic of Indonesia in its Decision Letter No. Y.A. 5/84/16 dated 30 January 1981 and was published in the State Gazette of the Republic of Indonesia No. 39 dated 16 May 2000, Supplement No. 2440 and No. 2441. The Company has amended its articles of association in accordance with Law No. 40 Year 2007, the Extraodinary General Meeting of Shareholders (RUPSLB) held on 30 August 2007 as stated in the Notarial deed No. 45 dated 30 August 2007, made in presence of Subiyanto Putro, S.H., M.Kn., Notary in Semarang. The amendments in articles of association have been approved by the Ministry of Law and Human Rights of the Republic of Indonesia as stated in its Decision Letter No. C-07691.HT.01.04-TH.2007 dated 27 December 2007 and was published in the State Gazette of the Republic of Indonesia No. 40 dated 16 May 2008, Supplement No. 6449. Most recent amendments of the articles of association is based on Notarial deed No. 53 dated 11 June 2013, made in presence of Fathiah Helmi, S.H., Notary in Jakarta, regarding to changes in the status of Privately Held Company became a publicly listed company and issued of shares in the company as deposit 1,500,000,000 new shares with nominal value of Rp 100 (Rupiah full amount). These amendments have been approved by the Minister of Law and Human Rights of the Republic of Indonesia as stated in its Decision Letter No. AHU-33406.AH.01.02.Year 2013 and has not been published in the State Gazette of the Republic of Indonesia. Based on A of the Company, among others, are to carry on the business in herb industry such as medical industry (pharmacy), herb, cosmetics, foods and beverages related to health, commerce, land transportation and services. The Company is domiciled in Menara Suara Merdeka Building Lantai 16, Jl. Pandanaran No. 30 Semarang and the factory is located at Jl Soekarno Hatta Km 28, Kecamatan Bergas, Klepu, Semarang.
b. Board of Commissioners, Directors and Employees
Board of Commissioners and Director of the Company as of 31 July 2013 are as follows:
President Commissioner : Sigit Hartojo Hadi Santoso Commissioners : Johan Hidayat Independent Commissioner : Budi Setiawan Pranoto President Director : Irwan Hidayat Director : Sofyan Hidayat Director : David Hidayat Unaffiliated Director : Ray Nugraha Yoshuara
Up to the consolidated financial statements issued, the Company has not yet established an Audit Committee.
193
194
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 1. G E N E R A L (Continued)
b. Board of Commissioners, Directors and Employees (Continued)
As of 31 July 2013, 31 December 2012, 2011 and 2010, the Company and its subsidiaries employed 3,529; 3,398; 3,236 and 3,024 staffs (unaudited). Total remuneration of the
irector of the Company for the period of 7 (seven) months ended 31 July 2013 and years ended 31 December 2012, 2011 and 2010 were amounted Rp 8,928; Rp 16,208; Rp 12,929 and Rp 11,458, respectively.
c. Structure of Subsidiaries
The Company has direct ownership of greater than 50% shareholding in subsidiaries as follows:
The Percentage
commencement of 31 July 31 Dec 31 Dec 31 Dec
Subsidiaries of operation ownership 2013 2012 2011 2010
PT Muncul Mekar 1987 99,9999% 1,033,193 976,117 268,350 200,667
PT Semarang Herbal
Indo Plant 2009 99,9999% 120,771 110,370 58,769 56,304
Total assets before elimination
All subsidiaries are domiciled in Semarang, PT Semarang Herbal Indo Plant located at Jl. Industri II No 14, Semarang, and PT Muncul Mekar located at Jl. Madukoro BI A/28, Semarang 50144, Central Java.
Here is a description of each of the subsidiaries:
c.1. PT Muncul Mekar
PT Muncul Mekar, domiciled in Semarang, was established based on the Notarial deed No. 38, made in presence of Notary Hartanto Pandji Surya, S.H., dated 29 December 1986 and was approved by Minister of Justice of the Republic of Indonesia in its Decision Letter No. C2-6018.HT.01.01.Year.1987 dated 22 September 1987 and was published in the State of Gazette of the Republic of Indonesia No. 33 dated 23 April 1999, Supplement No. 2392 dan No. 2393. The articles of association of the Company have been amended several times, most recently in Notarial deed No. 28 dated 21 December 2012, made in presence of Dewikusuma, S.H., Notary in Semarang regarding to the enhancement of both Authorized, issued and fully paid-in capital of the Company. These deeds have been approved by the Minister of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-02096.AH.01.02.Year 2013 dated 23 January 2013 and has been published in the State Gazette of the Republic of Indonesia Number 27161 Year 2013 Supplement to the State Gazette of the Republic of Indonesia dated 7 May 2013 No 37. Based on Athe Company, among other, are to carry on the business in general trading of Sido
service.
194
195
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/3
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 1. G E N E R A L (Continued)
c. Structure of Subsidiaries (Continued)
c.2. PT Semarang Herbal Indo Plant
PT Semarang Herbal Indo Plant was established based on Notarial deed No. 10 dated 10 June 2009, made in presence of Notarial Subiyanto Putro, S.H., M.Kn. The articles of association of the Company have been approved by the Minister of Law and Human Rights of the Republic of Indonesia on its Decision Letter No. AHU-55847.AH.01.01.Year 2009 dated 17 November 2009. The articles of association of the Company have been amended several times, most recently in Notarial deed of Dewikusuma, S.H., No. 27 dated 21 December 2012 regarding to enhancement of both Authorized, issued and fully paid-in capital of the Company. These deeds have been approved by the Minister of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-02095.AH.01.02.Year 2013 dated 23 January 2013 and has been published in the State Gazette of the Republic of Indonesia Number 27164 Year 2013 Supplement to the State Gazette of the Republic of Indonesia dated 7 May 2013 No 37.
Based on Athe Company are the following below:
- Conducting business in industrial sector including manufacturing of herbal extraction; - Conducting business in trading; - Conducting business in land transportation such as expeditions and warehousing; - Conducting business in extraction services; and - Conducting business in agriculture.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance to generally accepted accounting principles in Indonesia comprising of the Statements of Financial Accounting Standards (SFAS) and rules established by the Capital Market and Financial Institution Supervisory Agency (BAPEPAM-LK) No. VIII.G.7 AttachmeNo. KEP-347
consolidated financial statements for the 3 months period ended 31 July 2013 and 31 July 2012 (unaudited) and for the years ended 31 December 2012, 2011 and 2010, are as follows:
a. Basis of the Preparation of Consolidated Financial Statements
According to SFAS No. 1, the consolidated financial statements, except for the consolidated statements of cash flows, are prepared under accrual basis. The reporting currency used in preparing the consolidated financial statements is in Rupiah, where the basic measurement is the historical cost concept, except for certain accounts, which are measured based on the explanation of the accounting policies of the respective accounts.
195
196
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/4
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
On 26 December 2012, the Company acquired PT Muncul Mekar, an associate and PT Semarang Herbal Indo Plant, an associate. This transaction was recorded using the pooling-of-interests method. Under this method, the consolidated financial statements for the years ended 31 December 2011 and 2010 have been restated as if PT Muncul Mekar and PT Semarang Herbal Indo Plant had been acquired since the beginning of such period presented. The consolidated statements of cash flows are prepared using the direct method by classifying cash flows on the basis of operating, investing and financing activities. Effective for financial statements with fiscal year beginning on or after 1 January 2011 : a. SFAS ibes the basis for
presentation of general-purpose financial statements to ensure the comparability both with an entity's financial statements of previous periods and with the financial statements of other entities.
b. about the historical changes in cash and cash equivalents through a statement of cash flows which classifies cash flows during the period into operating, investing and financing activities.
c. does not regulate about
which entities are required for publishing interim financial statement, how often, or how long after the end of interim period. However, government, the regulator of capital market and stock exchange are also requiring entities which have debt effect or trading equity effect to publish their interim financial statements.
d. will be applied
in the preparation and presentation of consolidated financial statements for a group of entities under the control of a parent and in accounting for investments in subsidiaries, jointly controlled entities and associates when separate financial statements are presented as additional information.
e.
to 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.
f.
relationships, transactions and outstanding balances, including commitments, in the consolidated and separate financial statements of a parent, and also applied in individual financial statements. Early adoption is allowed.
g. is purposed to determine when
the entity made the adjustments in its financial statements for events after reporting period and to determine the disclosures, disclosed by the entity regarding to the authorized financial statements to be published and events after reporting period.
196
197
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/5
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
Effective for financial statements with fiscal year beginning on or after 1 January 2011 : (Continued)
h.
i. determines the accounting treatment for intangible assets that are not dealt with specifically in another SFAS. It requires the recognition of an intangible asset if, and only if, the specified criteria are met, and also specifies how to measure the carrying amount of intangible assets and related disclosures.
j.
that meets the definition of a business combination to improve the relevance, reliability and comparability of the information that a reporting entity provides in its financial statements about a business combination and its effects.
k. he criteria on
revenue recognition will be met and, therefore, revenue will be recognized. It prescribes the accounting treatment of revenue arising from certain types of transactions and events and provides practical guidance on the application of the criteria on revenue recognition.
l.
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 correction of errors.
m.
ensure that assets are carried at no more than their recoverable amount and if the assets are impaired, an impairment loss should be recognized.
n. is
purposed 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.
o. -curr
aims to specify the accounting for assets held for sale, and the presentation and disclosure of discontinued operations.
p. is explaining
about the interaction between requirements in SFAS 3 (Revised 2010) and SFAS 48 (Revised 2010) and another specific financial assets in SFAS 55 (Revised 2006), and also the impact of this interaction on interim financial statements and the further of annual financial statements.
197
198
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/6
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
Effective for financial statements with fiscal year beginning on or after 1 January 2012 : a.
how to include foreign currency transactions and foreign operations in the financial statements of an entity and to translate financial statements into a presentation currency.
b. es all domestic tax and foreign tax according to taxable income and exclude the accounting method for government grant or investment tax credit, but include accounting for temporary difference which incurred from the grant or investment tax credit.
c.
statement is including the contract for reward contingencies in business combination. The aim of this standard is to establish the principle of financial instrument presentation as liabilities or equity and write off of financial assets and financial liabilities.
d. SFAS No. 53 (Revised - es the entities to present in
statement of income and statement of cash flows about the impact of share-based payment transaction.
e. res
entities to provide some disclosures in financial statement which enable users to evaluate some financial instruments on financial position and performance of significant entities, also the nature and risks which are incurred.
f. the Defined Benefit Assets, Minimum Funding Requirements and Their
long term employee benefits. For interpretation purpose, the requirement of minimum financing are a requirement for funding post employee benefit and others long-term employee benefits.
The new PSAK which were effective starting from 1 January 2013 The new PSAK which were effective starting from 1 January 2013 and have significant effect to the Co Bussiness Combination of Entities Under Common Control Since 1 January 2013, the Company and subsidiaries have classified Difference in restructuring transactions under common control amounted to Rp 1,793 to Additional paid-in capital in accordance PSAK 38 (revised 2011).
b. Principle of Consolidation
Prior to 1 January 2011 The consolidated financial statements include the financial statements of the Company and its subsidiaries that more than 50% of voting rights held, either directly or indirectly by the Company and its subsidiaries as well as if the Company and its subsidiaries have 50% or less voting rights, but it can be proved with the existence of control.
198
199
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/7
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
b. Principle of Consolidation (Continued)
Prior to 1 January 2011 (Continued) Subsidiaries are consolidated since the date of control is effectively transferred to the Company and its subsidiaries and are no longer consolidated from the date of the disposal. Transaction balances between the companies in the Company and its subsidiaries, including net income (loss) between the companies in the Company and its subsidiaries which have not yet been realized are eliminated to reflect the financial position and results of operations of the Company and its subsidiaries as a single entity company's business. The consolidated financial statements are prepared using accounting policies for similar transactions and events. If the financial statements of a subsidiary use accounting policies other than those applied in the consolidated financial statements, several adjustments were made for the financial statements. Non-controlling interests that are part of minority shareholders in the net income and shareholders' equity of subsidiaries that are not entirely owned, are presented based on the percentage of ownership of the minority shareholders in subsidiaries. Effective 1 January 2011 The consolidated financial statements combine the assets and liabilities at the end of reporting period and the results of operations for the years ended at those dates of the Company and its subsidiaries where the Company has the ability to control the entities, either directly or indirectly. Non-controlling interest on the amount of comprehensive income of subsidiaries is identified as appropriate proportions and presented as part of total comprehensive income attributable to the consolidated statements of comprehensive income. Non-controlling interest of the subsidiaries' net assets is identified at the date of the business combination which is subsequently adjusted for the proportionate share of changes in equity of subsidiaries that are presented as part of equity in the consolidated statements of financial position. When control of an entity is acquired in the current year, the entity's net income is included in the consolidated statements of comprehensive income from the inception date of control acquisition. When control ended in the current year, the entity's net income is included in the consolidated statements of comprehensive income for the year in which the control part still exists. The accounting policies adopted in preparing the consolidated financial statements in all material respects, have been applied consistently by its subsidiaries, unless otherwise stated. All transactions and material balances between the consolidated companies have been eliminated in preparing the consolidated financial statements.
199
200
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/8
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Transactions with Related Parties
A party is considered to be related to the Company if:
a) directly, or indirectly through one or more intermediaries, the party (i) controls, is controlled
by, or is under common control with, the Company; (ii) has an interest in the Company that gives significant influence over the Company; or, (iii) has joint control over the Company;
b) the party is an associate of the Company; c) the party is a joint venture in which the Company is a venturer; d) the party is a member of the key management personnel of the Company; e) the party is a close member of the family of any individual referred to in (a) or (d); f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for
which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e);
g) the party is a post-employment benefits plan for the benefit of employees of the Company, or of any entity that is a related party of the Company.
This transaction is carried out based on terms agreed by both parties, which terms may not be the same as other transactions undertaken with unrelated parties. All significant transactions and balances with related parties are disclosed in the notes to consolidated financial statements.
d. Foreign Currency Transactions and Translation
Transactions in currencies other than Rupiah are measured in the functional currency of the Company and are its subsidiaries and recorded on initial recognition in the functional currency exchange rate which is approximately similar to the date of the transaction. Monetary assets and liabilities in currencies other than Rupiah are translate with the exchange rate at the end of the reporting year. Non-monetary items measured at historical cost in other currency than Rupiah are translated using the exchange rate at the transaction date. Non-monetary items that are measured at fair value in other a foreign currency of Rupiah are translated using the exchange rate at the date when the fair value is determined. Exchange rate differences which is arising on the settlement of monetary items or on non-monetary items described or monetary items described at the reporting period, are recognized in the consolidated statements of comprehensive income. As of 31 July 2013, 31 December 2012, 2011 and 2010 and 1 January 2010, exchange rates which are used are as follow:
31 July 1 January
2013* 2012* 2011* 2010* 2010*
1 United States of America Dollar (USD) 10,278 9,670 9,068 8,991 9,400
1 Singapore Dollar (SGD) 8,086 7,907 6,974 6,980 6,699
1 Euro (EUR) 13,634 12,810 11,739 11,956 13,510
100 Japan Yen (JPY) 10,486 11,197 11,680 11,029 10,170
31 December
*Expressed in Rupiah full amount
200
201
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/9
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities
1. Financial Assets and Liabilities
a. Financial Assets
Based on SFAS No. 55 (Revised 2011), financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity and available-for-sale. The Company determines the classification of its financial assets at initial recognition and, where allowed, re-evaluates the classification of such financial assets at each year-end.
i. Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if acquired for the purpose of sale or repurchase in the near future. Derivative assets are also classified as held for trading unless designated as effective hedging instruments. Financial assets measured at fair value through profit or loss are recorded in the consolidated statements of financial position at fair value with gains or losses recognized in the consolidated statements of comprehensive income.
ii. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and which the Company and its subsidiaries does not intend to sell immediately or in the near future. Cash and cash equivalent, restricted funds, trade receivables, other current financial assets and non trade receivable related parties the Company and its subsidiaries are included in the category.
iii. Held-to-maturity
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity which the Company and its subsidiaries have a positive intention and ability to hold-to-maturity, and are not designated as at fair value through profit or loss or available-for-sale. The Company and its subsidiaries did not have any held-to-maturity investment as of 31 December 2012, 2011 and 2010.
201
202
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/10
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
1. Financial Assets and Liabilities (Continued)
a. Financial Assets (Continued)
iv. Available-for-sale
Available-for-sale financial assets consist of non-derivative financial assets designated as available for-sale or are not classified in any other categories of financial assets. Investments in share are classified in this category as of 31 July 2013, 31 December 2012, 2011 and 2010.
b. Financial Liabilities
Financial liabilities within the scope of SFAS No. 55 (Revised 2011) are classified as financial liabilities measured at fair value through profit or loss and other financial liabilities. The Company and its subsidiaries determines the classification of its financial liabilities at initial recognition.
i. Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit and loss include the financial liabilities are classified in group for trading and financial liabilities designated upon initial recognition at fair value through profit and loss. Financial liabilities are classified as held for trading if acquired for the purpose of sale or repurchase in the near future. Derivative liabilities are also classified as held for trading unless designated as effective hedging instruments. Financial liabilities measured at fair value through profit or loss are recorded in the consolidated statements of financial position at fair value with gains or losses recognized in consolidated statements of comprehensive income.
ii. Loans and payables
Loans and payables are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market and the Company and its subsidiaries do not intend to sell immediately or in the near future. Short-term bank loans, trade payables, other current financial liabilities, non-trade payables - Related parties, accrued expenses, loan from shareholders, long-term bank loan and finance lease payables of the Company and its subsidiaries are included in this category.
202
203
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/11
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
1. Financial Assets and Liabilities (Continued)
c. Recognition
At initial recognition, financial assets or liabilities are measured at fair value, except for financial assets and liabilities measured at fair value through profit or loss, plus or minus the transaction costs that are directly attributable to the acquisition of financial assets or issuance of financial liabilities. The subsequent measurement of financial assets and liabilities depends on the classification of financial assets and liabilities.
2. Fair Value Measurement
Fair value is the amount for which an asset could be exchanged or a liability settled between knowledgeable and willing parties in an arm's length transaction on the date of measurement. When available, the Company and its subsidiaries measure the fair value of an instrument using quoted prices in an active market for those instruments. A market is regarded as active if quoted prices are readily and regularly available and present actual and regularly
If the market of the financial instrument is inactive, the Company and its subsidiaries determine fair value by using valuation techniques include using recent market transactions conducted properly by knowledgeable, willing parties and, if available, reference to the current fair value of another instrument which is substantially the same, discounted cash flows analysis and option pricing model.
3. Amortized Cost Measurement
The amortized cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortization using the effective interest rate method, calculated from the difference between the initial amount and maturity amount, minus any reduction for impairment.
4. Impairment of Financial Assets
Impairment of financial assets measured at amortized cost are as follows: At each consolidated statements of financial position date, the Company and its subsidiaries assess whether there is objective evidence that a financial assets or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events occurring subsequent to initial recognition of the assets (loss events), and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
203
204
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/12
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
4. Impairment of Financial Assets
The Company and its subsidiaries initially consider whether there is objective evidence of impairment individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant.
If the Company and its subsidiaries determine that no objective evidence of impairment exists individually for an individually-assessed financial asset, regardless of whether the amount is significant or not, that the Company and its subsidiaries financial assets will be assessed collectively in a group of financial assets that have similar credit risk characteristics. Assets that are individually assessed, and for which impairment is or continues to be recognized, are not included in a collective assessment of impairment. The total impairment loss of a financial asset which is assessed individually is measured as the difference between the carrying value of the financial assets and the present value of estimated future cash flows discounted using the effective interest rate at the beginning of the financial assets. The carrying amount of the asset is presented by deducting the allowance for impairment losses and the impairment loss expense is recognized in the consolidated statements of comprehensive income. Future cash flows of a group of financial assets that are collectively evaluated for impairment are estimated on the basis of contractual cash flows of the assets in the group and historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based, and to remove the effects of conditions in the historical period that do not exist currently.
5. Derecognition
The Company and its subsidiaries derecognize financial assets when the contractual rights to the cash flows arising from the financial assets expired or when the Company and its subsidiaries transfer all rights to receive contractual cash flows of financial assets in a transaction where the Company and its subsidiaries has transferred substantially all the risks and rewards of ownership of the financial assets transferred. Any rights or obligations on the transferred financial assets created or retained by the Company and its subsidiaries are recognized as assets or liabilities separately. The Company and its subsidiaries derecognize financial liabilities when the obligation specified in the contract is discharged or cancelled or expired. In transactions in which the Company and its subsidiaries neither retains nor transfers substantially all the risks and rewards of ownership of financial assets, the Company and its subsidiaries derecognizes the assets if it does not retain control over the assets. The rights and obligations retained in the transfer are recognized separately as assets and liabilities as appropriate. In transfers in which control over the assets is retained, the Company and its subsidiaries continues to recognize the assets to the extent of its continuing involvement, determined the Company and its subsidiaries by the extent to which it is exposed to changes in the value of the transferred assets.
204
205
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/13
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
6. Offsetting
Financial assets and liabilities are offset and the net amount is presented in the consolidated statements of financial position when, and only when, a legal right to offset the amounts and intend either to settle on a net basis or realize the asset and settle the liability simultaneously.
7. Derivative Financial Instruments and Hedging
Derivative financial instruments are recognized either as assets or liabilities in the concolidated statements of financial position and are recorded at fair value. Derivative financial instruments are initially measured at fair value on the date when a derivative contract occurs and subsequently measured at fair value. Derivatives are recognized as financial assets when fair value is positive, whereas if negative is recognized as a financial liabilities. Gains or losses arising from changes at the fair value in derivatives during the year that unqualified for hedging and the ineffective portion of an effective hedge should be charged in the consolidated statements of comprehensive income. Fair value of interest rate swap contracts is determined by reference to the market value of similar instruments. At the commencement of the hedge, the Company and its subsidiaries conduct formal establishment and documentation of the hedging relationship and the objective entity's risk management and strategy of implementation hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of hedged risk and how entities used to assess the hedging instrument's effectiveness in offsetting the exposure derived from changes in the hedged items at fair value or cash flows attributable to the hedged risk. Hedge is expected to be highly effective in offsetting the changes at fair value or cash flows and can be assessed continuously to determine that the hedge is highly effective throughout the financial reporting period in accordance to its objectives.
8. Hedge of Cash Flows
Part of the gain or loss on the hedging instrument which is established as an effective hedge directly recognized in equity, while the ineffective portion of the gain or loss on the hedging instrument recognized in the consolidated statements of comprehensive income.
205
206
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/14
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
8. Hedge of Cash Flows (Continued)
Previously amounts which has been recognized in equity are transferred to the consolidated statements of comprehensive income when the hedged transaction affects profit or loss, such as financial incomes or expenses are recognized or hedge when the estimated sales occured. If a hedged items resulted in the recognition of non-financial assets or liabilities, the previously amounts which has been recognized in equity are transferred to the initial acquisition cost of the carrying amount of an non-financial assets or liabilities.
f. Cash and Cash Equivalent
Cash and cash equivalents consist of cash on hand, cash in banks and all investments with original maturities of three months or less from the acquisition date and which are not guaranteed and not restricted to use. While cash and cash equivalents, restricted to principal loans and int Restricted Funds .
g. Trade Receivables and Allowance for Doubtful Accounts
Prior to 1 January 2010, trade receivables are recorded net after less allowance for doubtful accounts. The Company and its subsidiaries determined allowance for doubtful accounts based on a review of the status of trade receivables each customer at the end of the year.
Effective 1 January 2010, objective evidence of impairment is determined by the Company and its subsidiaries from receivables that are individually significant, and for receivables that are not individually significant impairment determination is done collectively. If the Company and its subsidiaries determine there is no objective evidence of impairment exists for an individually assessed receivables, the Company and its subsidiaries include receivables into groups receivables that have similar credit risk characteristics and assesses for impairment collectively. Receivables which individually assessed for impairment are not included in a collective assessment of impairment.
h. Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The Company and its subsidiaries determine allowance for inventory obsolescence based on a review of the physical state of inventories at the end of the year.
206
207
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/15
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost net of accumulated depreciation and accumulated impairment losses, if any. Depreciation of property, plant and equipment is computed using the straight-line method, based on estimated useful lives of property, plant and equipment, as follows:
Useful lives (years)
Percentage (%)
Building 20 5 Machinery 4 8 12.5 - 25 Equipment 4 8 12.5 25 Vehicles 4 8 12.5 25 Office equipment 4 - 8 12.5 - 25
Repairs and maintenance expenses are charged to the consolidated statements of comprehensive income as incurred, renewals and additions expenses are capitalized in accordance to the criteria in SFAS No. 16 (Revised 2007), . Property, plant and equipment are retired or disposed, the cost and accumulated depreciation are removed from the accounts and the related gain or loss is credited or charged to consolidated statements of comprehensive income for current period/year.
j. Construction-in-Progress
Accumulated cost of the renovation and construction of buildings are capita -in-p and recorded until construction or development is complete. These costs reclassified to buildings when construction or renovation is complete. Depreciation is charged at the time the building is used.
k. Post-Employment Benefits
Pension benefits The Company and its subsidiaries has defined benefit pension plans. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The Company and subsidaries has a defined benefit pension plan covering all of those employees who have the right to pension benefits as stipulated in the regulations of the Defined Benefit Pension Fund of Sido Muncul. The plan is generally funded through payments to the pension fund. The Company and subsidaries are required to provide a minimum amount of pension benefits in accordance with Labor Law No. 13/2003 ("Labor Law") which represents an underlying defined benefit obligation. Consequently, if the pension benefits based on Labor Law are higher than those
-employment benefits and accounted for in the similar manner with the pension benefits obligations. The liability recognised in the consolidated statement of financial position is the present value of the defined benefits obligation as at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.
207
208
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/16
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
k. Post-Employment Benefits (Continued)
The defined benefits obligation is calculated annually by an independent actuary using the projected unit credit method. The present value of the defined benefits obligation is determined by discounting the estimated future cash outflows using interest rates of government bonds (considering currently there is no deep market for high-quality corporate bonds) that are denominated in the currency in which the benefit will be paid, and that have terms to maturity approximating the terms of the related pension liability. Actuarial gains and losses can arise from experience adjustments and changes in actuarial assumptions. When the actuarial gains and losses exceeds the greater of 10.00% of the fair value of the plan assets at the interim consolidated statements of financial position date, the excess is charged or credited to expenses or income over the average remaining service years of the relevant employees. Past service costs are recognised immediately in the consolidated profit or loss, except those which will be vested if the employee remains in service for a certain period of time (vesting period). In this case, the past-service costs are amortised on a straightline basis over the vesting period. Current service cost is expensed in the prevailing period.
l. Revenue and Expenses Recognition
Sales are recognized when goods are delivered and the ownership has passed to the customer. Expenses are recognized in accordance its benefits during the year (accrual basis).
m. Taxation
Current tax Current income tax assets and/or liabilities comprise those obligations to, or claims from, Tax Authorities relating to the current or prior reporting period, that are unpaid at the consolidated statements of financial position date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable income for the current period. All changes to current tax assets or liabilities are recognized as a component of income tax expense in the consolidated statements of comprehensive income. Deferred tax 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. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that future taxable income will be available against which the deductible temporary difference can be utilized. Deferred tax liabilities are recognized for all taxable temporary differences. 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.
208
209
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/17
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
m. Taxation (Continued)
Deffered tax (Continued) The carrying amount of deferred tax assets is reviewed at each consolidated statements of financial position date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each consolidated statements of financial position date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Company and its subsidiaries has a legally enforceable right to offset current tax assets and liabilities.
n. Restructuring Transactions of Entities Under Common Control
Restructuring transactions, such as transfers of assets, liabilities, shares or other ownership instruments which carried out in the reorganization of the entities that are in the same group, not a change of ownership in terms of economic substance, so that such transactions do not result in a gain or loss to the group or the individual entity within the same group.
Because of restructuring transactions between entities under common control do not result in changes in economic substance of ownership of the assets, liabilities, equity or other ownership instruments, the assets and liabilities transferred ownership (in legal form) must be recorded at the carrying amount of such business combination by pooling-of-interest method. Elements of the financial statements of the restructured company for the period of restructuring and for the comparative periods presented, must be presented in such a way as if the companies had been combined from the beginning of the periods presented. The difference between the transfer price and the carrying amount of any restructuring transactions between entities under common control are r Difference in value from restructuring transactions of entities under common co . Account balance is presented as a component of equity.
o. Impaiment of Assets
In connection with SFAS No. 48 (Revised 2009), "Impairment of Assets", at the date of consolidated statements of financial position, the Company and its subsidiaries review whether any possible indication of impairment or not. Amount of property, plant and equipment and other non-current assets, including intangible assets that can be recovered evaluated whenever events or changes indicate that the carrying amount of an asset exceeds its recoverable amount.
Impairment of assets, if any, are recognized as loss in the consolidated statements of comprehensive income for the current period/year. Value of the recoverable amount is the higher of net selling price with the value in use of an asset.
209
210
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/18
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
p. Basic Earning per Share
Earning per share is computed by dividing net income with the weighted average number of outstanding shares in current year.
q. Segment Information
Segment information is presented according to the grouping (segment) types of products as a primary segment reporting, and type of the service area segment is reported as the secondary segment reporting.
r. Intangible Assets
Since 1 January 2011, the Company and its subsidiaries have adopted SFAS No. 19 (Revised 2010),
, which is effective for financial reporting periods beginning on or after 1 January 2011 and is applied prospectively.
Intangible assets consist of intangible assets arising from the acquisition of subsidiaries. Intangible assets are recognized when the Company and its subsidiaries are likely to obtain future economic benefits of the intangible assets and the cost of the asset can be measured reliably. Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized over their estimated useful lives. The Company and its subsidiaries shall estimate the recoverable amount of the intangible asset. If the carrying value of the intangible asset exceeds its estimated recoverable value, the carrying amount of the asset is reduced to its recoverable value. Intangible assets, are depreciated using the straight-line method based on estimated useful lives of intangible assets are 10 (ten) years.
s. R e n t The Company and its subsidiaries have adoptsince 1 January 2012. The determination of whether an arrangement is a lease agreement, or contains a lease agreement, based on the substance of the agreement at the inception date and whether the fulfillment of the agreement depends on the use of an asset and the agreement provides a right to use the asset. Lease that transfers substantially all the risks and benefits associated to ownership are classified as finance leases. In financial lease, from the point of view of the Company and its subsidiaries as lessee, the Company and its subsidiaries recognize assets and liabilities in the consolidated statements of financial position at the beginning of the lease, at fair value of the leased property or the present value of the minimum lease payments, if the present value is lower than fair value. Minimum lease payments are apportioned between the financial expenses and the reduction of the lease liability. Financial expenses are allocated to each period during the lease term so as to produce periodic rate is constant over the remaining balance of the liability. The financial expenses are recognized in the consolidated statements of comprehensive income.
210
211
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/19
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
s. R e n t (Continued)
Leased assets owned by the Company and its subsidiaries under financial leases are depreciated consistently with the same method used for assets owned, or fully depreciated in a shorter period of the lease term and the useful life of the leased property, if there is no reasonable certainty that the Company and its subsidiaries will obtain ownership by the end of the lease. Leases which not transfer substantially all the risks and benefit to ownership are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statements of comprehensive income on a straight-line method over the lease term.
t. Investment in associates company
associates entity in determining significant influence, accounting method to be applied, impairment of investments and separate financial statements, effective 1 January 2011. An associates company is an entity in which the Company and its subsidiaries have at least 20% but not more than 50% of the voting rights, or where the Company has significant influence, but not controlling. Associates entity is recorded using the equity method. By using this method, the Company and its subsidiaries on consolidated statements of comprehensive income of associates is recognized in the consolidated statements of comprehensive income, and the Company and its subsidiaries on other comprehensive income after the acquisition date are recognized in other comprehensive income. Changes and receipt in the distribution of dividends from associated company after the acquisition date adjusted against the carrying amount of the investment. If part of the Company and its subsidiaries of loss of associated company equals or exceeds its interests in associates, including unsecured non-current receivables, the Company and its subsidiaries derecognized its part further, unless the Company and its subsidiaries have no obligation to make payments or have made payments on behalf of the associates company. Unrealized gains on transactions between the Company or its subsidiaries with associates company are eliminat s interest in associates company; unrealized losses are also eliminated unless the transaction provides evidence the decline has occurred over the value of the transferred asset. Investments in associates company are derecognized when the Company and its subsidiaries no longer have a significant influence. Companies and its subsidiaries measure the residual investment at fair value. The difference between the carrying amount of remaining investment at the date of a significant influence of loss and its fair value are recognized in consolidated statements of comprehensive income. Gains and losses arising from disposal of part or dilution arising in associates company where a significant influence is retained and recognized in consolidated statements of comprehensive income and only a proportionate part of the amount previously recognized in other comprehensive income which are reclassified to consolidated statements of comprehensive income.
211
212
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/20
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 3. USE OF ESTIMATES
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company and its subsidiaries consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset and liability affected in future periods. The following judgements are made by management in the process of applying the Company and
recognized in the consolidated financial statements: 1. Financial Assets and Liabilities Classification
Company and its subsidiaries establish the classification of certain assets and liabilities as financial assets and financial liabilities with a consideration if the specified definition from SFAS No. 55 (Revised 2011) are met. Accordingly, financial assets and financial liabilities are recognized in accordance to the accounting policies the Company and its subsidiaries as disclosed in Note 2e.
2. Allowance for Impairment of Trade Receivables
The Company and its subsidiaries evaluate specific accounts where it has information that certain customers are unable to meet their financial obligations. In these cases, the Company and its subsidiaries use judgement, based on the best available facts and circumstances, including but not limited to, the length of its relationship with the
known market factors, to record specific provisions for customers against amounts due to reduce its receivable amounts that the Company and its subsidiaries expect to collect. These specific provisions are re-evaluated and adjusted as additional information received affects the amounts of allowance for impairment of trade receivables.
3. Estimation and Assumption
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below. The Company and its subsidiaries based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company and its subsidiaries. Such changes are reflected in the assumptions when they occur.
212
213
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/21
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 3. USE OF ESTIMATES (Continued)
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Continued)
4. Pension and Employee Benefits
The determination of the Company and its subsidiaries obligations and cost for pension and employee benefits liabilities is dependent on its selection of certain assumptions used by the independent actuaries in calculating such amounts. Those assumptions include discount rates, future annual salary increase, annual employee turn-over rate, disability rate, retirement age and mortality rate. Actual results that differ from the Company and its subsidiaries assumptions are recognized immediately in the consolidated statements of comprehensive income as and when they occur. While the Company and its subsidiaries believes that its assumptions are reasonable and appropriate, significant differences in the Company and its subsidiariesexperiences or significant changes in the Company and its subsidiaries assumptions may materially affect its estimated liabilities for pension and employee benefits and net employee benefits expense. The carrying amount of the Company and its subsidiaries estimated liabilities for employee benefits as of 31 July 2013, 31 December 2012, 2011 and 2010 amounted to Rp Rp 2,056, Rp 8,664, Rp 19,662 and Rp 40,578, respectively. Further details are disclosed in Note 32.
5. Depreciation of Property, Plant and Equipment
The costs of property, plant and equipment are depreciated on a straight-line method over their estimated useful lives. Management estimates the useful lives of property, plant and equipment to be within 4 to 20 years while investment property and mature plantations to be 20 years. These are common life expectancies applied in the industries where the Company and its subsidiaries conduct its businesses. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, and therefore future depreciation charges could be revised. The net carrying amount of the property, plant and equipment as of 31 July 2013, 31 December 2012, 2011 and 2010 amounted to Rp 513,730, Rp 441,794, Rp 306,846 and Rp 216,563, respectively. Further details are disclosed in Note 12.
6. Income Tax
Significant judgement is involved in determining the provision for corporate income tax. There are certain transactions and computation for which the ultimate tax determination is uncertain during the ordinary course of business. The Company and its subsidiaries recognize liabilities for expected corporate income tax issues based on estimates of whether additional corporate income tax will be due.
213
214
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/22
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 4. CASH AND CASH EQUIVALENT
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Cash on hand
Rupiah 951 1,384 1,038 5,515
Cash in banks
Rupiah
PT Bank Central Asia Tbk 5,888 74,850 14,754 10,121
PT Bank Internasional Indonesia Tbk 5,554 10,553 2,832 1,632
PT Bank CIMB Niaga Tbk 5,352 4,397 5,050 1,817
PT Bank Ekonomi Raharja Tbk 3,153 5,798 27,489 21,651
PT Bank Permata Tbk 1,366 40,132 - -
PT Bank Danamon Indonesia Tbk 1,310 5,126 5,780 4,930
PT Bank Mega Tbk 445 2,548 2,171 21
PT Bank Panin Indonesia Tbk 412 27 100 83
PT Bank Mandiri (Persero) Tbk 117 10,002 3 4
PT Bank Rakyat Indonesia (Persero) Tbk 106 18 21 41
PT Bank Kospin Jasa 51 50 49 285
Hongkong Shanghai Bank Corporation - - - 339
Sub-total 23,754 153,501 58,249 40,924
United States of America Dollar (USD)
PT Bank Mega Tbk
(31 Jul 2013: USD 17,448; 31 Dec 2012:
USD 843,182; 31 Dec 2011: USD 2,044,950;
31 Dec 2010: USD 149,407) 180 9,309 17,389 1,343
PT Bank Ekonomi Raharja Tbk
(31 Jul 2013: USD 15.821; 31 Dec 2012:
USD 587,038; 31 Dec 2011: USD 72,001;
31 Dec 2010: USD 1,060,346) 163 6,037 293 9,534
PT Bank Permata Tbk
(31 Jul 2013: USD 38,397) 395 - - -
PT Bank Central Asia Tbk
(31 Jul 2013: USD 17,447) 179 - - -
Sub-total 917 15,346 17,682 10,877
31 December
214
215
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/23
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 4. CASH AND CASH EQUIVALENT (Continued)
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
31 December
Time deposits
Rupiah
PT Bank BPR Anugerah Harta Kaliwungu 500 500 500 -
PT Bank Mandiri (Persero) Tbk - - - 40,000
PT Bank Central Asia Tbk - - 4,105 -
PT Bank Danamon Indonesia Tbk - - - 75,000
PT Bank CIMB Niaga Tbk - 10,000 40,000 55,000
PT Bank Mega Tbk - 100,000 - -
PT Bank Pundi - 40,000 - -
PT Bank Pan Indonesia Tbk - 90,000 - -
PT BTPN - - - 40,000
PT Bank Permata Tbk - - - 10,000
Sub-total 500 240,500 44,605 220,000
Total Cash and Cash Equivalent 26,122 410,731 121,574 277,316
The interest rate per annum for cash in banks and time deposits have range are as follows:
2013 2012 2011 2010
Cash in banks
Rupiah - Interest rate per annum 2.75% 2.75% 3.50% 3.25%
United State Dollar - Interest rate per
annum0.25% 0.25% 0.25% 0.25%
Time deposits
Rupiah - Interest rate per annum 8% - 9% 8% - 9% 8% - 9% 8% - 9%
215
216
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/24
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 4. TRADE RECEIVABLES
2011 2010(As restated, (As restated,
31 July see Notes see Notes2013 2012 2a, n, 44) 2a, n, 44)
Third parties
PT Muncul Anugerah Sakti 30,632 29,704 22,870 15,773
PT Surya Sinar Berlian 27,481 21,022 14,502 10,516
PT Mulia Utama Mandiri 22,110 12,667 13,062 12,318
PT Mas Asih 22,099 20,787 14,798 10,456
PT Bintang Mega Mandiri 12,871 10,274 5,574 5,013
CV Dadi Maju 9,099 8,815 5,655 6,723
PT Air Hidup Anugerah Abadi 8,876 6,096 6,795 4,719
PT Reski Laifasto 8,820 13,331 8,315 -
PT Lampung Mas Inti Sejahtera 8,650 4,590 4,860 4,021
PT Yogya Abadi Perkasa 8,279 4,635 2,933 2,635
CV Muncul Anugerah Jaya 7,183 6,311 4,805 5,121
PT Cahaya Bhakti Karya Serasi 6,855 - - -
CV Muncul Anugerah Sejahtera 6,395 9,984 8,413 4,672
M. Hidayat Suwardi 4,425 3,500 2,510 -
UD Sido Makmur 4,053 2,872 2,879 -
UD Berkah Toba Jaya 3,976 3,114 - -
CV Sindang Laya 3,878 2,533 2,912 3,590
UD Surya Mandiri 3,445 3,580 2,940 3,097
CV Lestari Mandiri Jaya 3,402 2,347 1,673 860
PT Bintang Jaya Niaga 3,270 2,521 1,737 887
UD Nusa Artha Damai 3,195 4,204 2,143 -
PT Pelita Nusa Raya 2,911 3,200 1,318 1,620
PT Anugrah Sukses Mandiri 2,875 2,566 1,511 1,496
UD Cilacap Mandiri Makmur 2,822 1,254 - -
PT Tata Andika Guna 2,806 - 1,926 1,205
PT Tata Buana Niaga 2,707 3,668 1,112 807
Slamet Susanto 2,634 3,009 1,416 1,091
Buntaran Tanaya 2,030 1,722 1,443 1,128
UD Beto Jaya 1,971 - - 1,892
UD Mekar Lestari 1,855 - 1,256 -
PT Muncul Anugerah Sejahtera 1,713 1,581 - -
CV Surya Timur 1,651 1,345 1,395 -
Carried forward 234,969 191,232 140,753 99,640
31 December
216
217
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/25
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 5. TRADE RECEIVABLES (Continued)
2011 2010(As restated, (As restated,
31 July see Notes see Notes2013 2012 2a, n, 44) 2a, n, 44)
31 December
Third parties (Continued)
Brought forward 234,969 191,232 140,753 99,640
UD Buana Jaya (Jaya Bin Halim) 1,647 1,888 1,870 1,007
UD Cikarang 1,590 3,572 1,839 1,460
UD Mekar Sejahtera 1,449 1,916 2,023 857
Samsul Maarief 1,396 1,009 - -
UD Sumber Rejeki 1,301 1,261 1,550 743
CV Setia Mulia 1,271 1,205 1,091 -
PT Gading Lestari Pharma 1,154 - 1,305 1,557
PT Tri Havian Sejahtera 1,140 2,475 3,078 2,058
PT Megasari Utama 1,106 - - -
Others (balance below Rp 1.000) 57,019 61,292 59,143 64,703
Less : Provision for impairment loss (3,489) (4,927) (4,927) (4,927)
Sub-total 300,553 260,923 207,725 167,098
Related parties
PT Muncul Armada Raya 281 - 207 -
PT Hotel Candi Baru 33 - 5 4
Sub-total 314 - 212 4
Trade Receivables - Net 300,867 260,923 207,937 167,102
Trade receivables denominated in the following currencies:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Third Parties :
Rupiah (IDR) 303,946 265,548 212,343 171,917
Dollar United State of America (USD) 96 302 309 108
Less : Provision for impairment loss (3,489) (4,927) (4,927) (4,927)
T o t a l 300,553 260,923 207,725 167,098
31 December
217
218
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/26
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 5. TRADE RECEIVABLES (Continued)
Aging of trade receivables from the date of invoice are as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Trade Receivables:
Current 189,241 171,509 122,819 102,257
1 - 30 days 72,188 74,838 71,316 41,994
31 - 60 days 22,671 5,093 15,698 20,433
61 - 90 days 5,052 3,383 445 793
Over 90 days 15,204 11,027 2,586 6,552
Sub-total 304,356 265,850 212,864 172,029
Less : Provision for impairment loss (3,489) (4,927) (4,927) (4,927)
Trade Receivables - Net 300,867 260,923 207,937 167,102
31 December
The average credit period/year on sales of goods and services for the entire business of the Company and its subsidiaries are less than 30 days. Significant financial difficulties from the debtor, probability debtor bankrupt or financial reorganization and default or delinquency in payments considered as an indication of impairment and provision for impairment is made based on the amount that can not be recovered which is determined from past experience. Due to the short- maturity, the carrying amount of trade receivables less or same as their fair values. Allowance established by the Company and its subsidiaries have the following mutations:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Beginning balance 4,927 4,927 4,927 4,927
Additional 1,355 - - -
Disposals (2,793) - - -
Ending balance 3,489 4,927 4,927 4,927
31 December
218
219
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/27
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 5. TRADE RECEIVABLES (Continued)
Elimination of trade receivables reserve value of Rp. 2,793 million is the aging of trade receivables on a review of more than 1 year, where there is a settlement of receivables from customers who had reserved as the allowance for impairment losses. Based on past experience, management believes that the provision for allowance for doubtful accounts is adequate and sufficient to cover losses on trade receivables which are not collectible because there was no significant change in the credit quality and almost all outstanding amounts can be recovered.
See Note 25 for information regarding to related parties and Note 38 regarding to risk management for additional disclosures required by SFAS No. 60.
As of 31 July 2013, 31 December 2012, 2011 and 2010, there is no trade receivable of the Company and its subsidiaries are pledged as collateral.
6. OTHER RECEIVABLES
2011 2010(As restated, (As restated,
31 July see Notes see Notes2013 2012 2a, n, 44) 2a, n, 44)
Third parties
Employee 101 130 - -
Other 248 182 77 235
Sub-total 349 312 77 235
Related parties
Shareholders
Desy Sulistyo Hidayat - 248,808 64,364 -
Irwan Hidayat - 49,955 12,872 -
Sofyan Hidayat - 49,955 12,872 -
Johan Hidayat - 49,955 12,872 -
Sandra Linata Hidajat - 49,955 12,872 -
David Hidayat - 49,955 12,872 -
Carried forward - 498,583 128,724 -
31 December
219
220
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/28
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 6. OTHER RECEIVABLES (Continued)
2011 2010(As restated, (As restated,
31 July see Notes see Notes2013 2012 2a, n, 44) 2a, n, 44)
31 December
Related parties (Continued)
Brought forward - 498,583 128,724 -
PT Hotel Candi baru 87,975 115,061 50,000 -
PT Daya Cipta Tiara 53,200 50,000 - -
PT Gasindo 1,810 1,810 1,810 -
PT Sido Muncul Pupuk Nusantara 1,442 - - -
PT Muncul Putra Offset 300 - 30 -
Sub-total 144,727 665,454 180,564 -
T o t a l 145,076 665,766 180,641 235
As of 31 July 2013, 31 December 2012, 2011 and 2010 there is no employee receivables that are included in the key management. All employee receivables are owned by production employees. Other current financial assets related to operating activities are non-binding and the average will be repaid within 1 year.
7. INVENTORIES
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Finished goods 52,261 55,272 52,787 50,613
Work-in-process 188 90 56 2
Raw material and packaging 204,723 179,720 153,191 121,601
F u e l - 176 150 173
Alcohol - 282 92 -
T o t a l 257,172 235,540 206,276 172,389
31 December
There is no allowance for obsolesence items that formed as of 31 July 2013, 31 December 2012, s management believes that all the inventory can be sold at
a reasonable price level and/or used in accordance to its designation period.
220
221
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/29
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 7. INVENTORIES (Continued)
As of 31 July 2013, 31 December 2012, 2011 and 2010, inventories were insured against fire, earthquakes and other risks (all risk), with a sum insured of each is Rp 214,325, Rp 212,675, Rp 112,675 and Rp 100,000 for raw materials and finished goods. As of 31 July 2013, 31 December 2012, 2011 and 2010, there is no inventories of the Company and its subsidiaries are pledged as collateral.
8. ADVANCES PAYMENTS AND PREPAID EXPENSES
a. Advance payments
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Current assets
Raw material purchase 30 - - 904
Packaging purchase 50 - - -
Advertising 732 - 7,235 1,629
Purchases of property and
equipment - - - 9,593
Shipping - - 4,105 -
Insurance - - 6 -
Others 8,461 9,590 1,162 2,667
Sub-total 9,273 9,590 12,508 14,793
Non-Current Asset
Advances for purchases of property
and equipment 34,596 17,277 8,999 22,363
T o t a l 43,869 26,867 21,507 37,156
31 December
Advances for purchase of machine represent advances the purchase of machine to PT Alam Tehnik Semesta, PT Jonan Automatic Machine, Pampac Machines Put Ltd, PT Aweco Indosteel, PT Mastevi, PT SPX Flow Technology, PT Imas Asri Mulia and E&E Verfahrenstechnik.
221
222
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/30
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 8. ADVANCES PAYMENTS AND PREPAID EXPENSES (Continued)
a. Advance payments (Continued)
The table below describes the amount of advances payment of machinery in foreign currency:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
United State Dollar 3,827 - 731 276
Euro 2,623 - - -
Japan Yen - - - 19,195
Singapore Dollar - - - 284
T o t a l 6,450 - 731 19,755
31 Desember
b. Prepaid expenses
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Insurance 54 80 83 66
R e n t 1,652 1,034 12,525 -
Others - 46 - 88
T o t a l 1,706 1,160 12,608 154
31 December
9. INVESTMENTS IN ASSOCIATES COMPANY
Carrying value Additions/ Carrying value
of beginning (disposal) Net of ending
balance of investment profit balance
PT Hotel Candi Baru 101,903 (101,903) - -
31 July 2013
222
223
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/31
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 9. INVESTMENTS IN ASSOCIATES COMPANY (Continued)
Carrying value Additions/ Carrying value
of beginning (disposal) Net of ending
balance of investment profit balance
PT Hotel Candi Baru 101,754 - 149 101,903
31 December 2012
Carrying value Additions/ Carrying value
of beginning (disposal) Net of ending
balance of investment profit balance
PT Hotel Candi Baru - 100,000 1,754 101,754
31 December 2011 (As restated, see Notes 2a, n, 44)
Summary of financial statements of the associates company as of 31 December 2012 and 2011, are as follows:
Total Total Net Ownership
Domicile assets liabilities Revenue profit percentage
PT Hotel Candi Baru Indonesia 548,396 338,871 25,693 298 50%
31 December 2012
Total Total Net Ownership
Domicile assets liabilities Revenue profit percentage
PT Hotel Candi Baru Indonesia 259,809 50,583 18,372 3,507 50%
31 December 2011 (As restated, see Notes 2a, n, 44)
PT Hotel Candi Baru Based on Notarial deed No. 29 dated 24 March 2011, made in presence Subyanto Putro, S.H., M.Kn., Notary in Semarang, the Company purchased 100,000 shares with a value of Rp 1,000,000 (in Rupiah full amount) per share that represents ownership of 50% ownership with cost of Rp 100,000. PT Hotel Candi Baru, an associate company, is engaged to hospitality service comprised of lodging service by providing lodging, restaurant, bar and coffee shop, laundry services, function rooms, sport and fitness facilities and other services necessary for hospitality service and conducting other hotel business. PT Hotel Candi Baru is located in Semarang, Central Java. In accordance with Notarial deed No. 11 dated 15 February 2013, made in presence Dewikusuma, S.H., Notary in Semarang, the Company had released their ownership of shares in PT Hotel Candi Baru to Irwan Hidayat, Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidayat, David Hidayat amounted to Rp 101,000. Loss on disposal of investment amounted to Rp 903 is recorded in other operational expenses.
223
224
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/32
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 10. INVESMENTS
a. Universal Ventures Fund, SCC
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Universal Ventures Fund, SCC 614,563 - - -
31 December
The Company and its subsidiaries have funds which has not been specifically determined for its intended use. The funds are planned to be used for business development in the future regarding to the expected rate of return on the market to increase the added value for all shareholders. In order the above mentioned fund have a higher rate than the deposit interest rate, the Company made a placement of investment funds in Universal Ventures Fund, SCC. Based on the historical opinion of the Company and its subsidiaries, Universal Ventures Funds SCC can provide sufficient returns for the Company and its subsidiaries, which are encouraged by the composition of the investment in the emerging markets of Universal Ventures Fund SCC.
Investment in Universal Ventures Funds SCC amounted to Rp 608,779 or equivalent with USD 59,231,300 (full amount) which is owned by PT Industri Jamu dan Farmasi Sido Muncul, PT Muncul Mekar and PT Semarang Herbal Indo Plant respectively amounted to Rp 256,436 or equivalent with USD 24,950,000 (full amount), USD Rp 301,056 or equivalent with 29,291,300 (full amount) and Rp 51,287 or equivalent with USD 4,990,000 (full amount) after deducting the management fee of 0.2% (Note 36). The investment is classified as available-for-sale investments. This investment has a risk of fluctuations in the rate of return depends on the condition of the market value from these securities on the date of disbursement. To anticipating this matter, the Company made an oversight by monitoring information regarding to the market value of investment based on periodic reports obtained from Universal Ventures Fund SCC.
At the financial position date, the net asset value owned by PT Industri Jamu dan Farmasi Sido Muncul, PT Muncul Mekar and PT Semarang Herbal Indo Plant respectively amounted to USD 25,187,025, USD 29,569,565 and USD 5,037,405. The different between carrying value of an investment with a net asset value Rp 5,784 is recorded in other comprehensive income.
Company and subsidiaries are planning to dilute such investment in the near future or at the latest on 30 June 2014 (Note 46).
b. PT Sido Muncul Pupuk Nusantara
The Company has investments in shares in PT Sido Muncul Pupuk Nusantara amounted to Rp 60,000,000 (in Rupiah full amount) or equivalent to 10% of paid-up capital in 31 Juli 2013. The investment is classified as available-for-sale investments.
224
225
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/33
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 11. RESTRICTED FUNDS
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Time deposit
PT Bank Central Asia Tbk
(31 December 2010: 50,400,000 Yen) - - - 5,558
31 December
Restricted funds are related to the opening of the Letter of Credit on the purchase of wrapping and packaging machinery to Topack Ltd. Interest rates of time deposits of restricted fund have approximately 8% per annum range for the year ended 31 December 2010.
12. PROPERTY, PLANT AND EQUIPMENT
Beginning balance Reclassification/ Ending balance
1 Jan 2013 Additional Deduction Correction 31 Jul 2013
Acquisition cost
Direct ownership
L a n d 165,126 - 23,000 - 142,126
Building 117,356 1,888 - - 119,244
Machine 252,123 91,749 380 - 343,492
Equipment 28,813 20,173 1,996 - 46,990
Vehicles 23,259 960 1,029 - 23,190
Office equipment 709 192 - - 901
Subtotal 587,386 114,962 26,405 - 675,943
Construction-in-progress
Bulding 7,656 8,174 - - 15,830
Machine and equipment - 592 221 - 371
Sub total 7,656 8,766 221 - 16,201
Total Acquisition cost 595,042 123,728 26,626 - 692,144
31 July 2013
225
226
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/34
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Beginning balance Reclassification/ Ending balance
1 Jan 2013 Additional Deduction Correction 31 Jul 2013
31 July 2013
Accumulated depreciation
Direct ownership
Building 25,578 3,264 - - 28,842
Machine 99,730 19,230 293 - 118,667
Equipment 18,717 2,895 862 - 20,750
Vehicle 9,049 1,659 839 - 9,869
Office equipment 174 112 - - 286
Total Accumulated Depreciation 153,248 27,160 1,994 - 178,414
Book Value 441,794 513,730
Beginning balance Reclassification/ Ending balance
1 Jan 2012 Additional Deduction Correction 31 Dec 2012
Acquisition cost
Direct ownership
L a n d 72,247 86,042 59 6,896 165,126
Building 78,316 17,831 219 21,428 117,356
Machine 214,957 37,166 - - 252,123
Equipment 24,123 4,697 7 - 28,813
Vehicles 19,885 4,867 2,457 964 23,259
Office equipment 464 245 - - 709
Sub total 409,992 150,848 2,742 29,288 587,386
Financial lease
Vehicle 964 - - (964) -
Construction-in-progress
Bulding 13,626 22,354 - (28,324) 7,656
Total Acquisition Cost 424,582 173,202 2,742 - 595,042
Accumulated depreciation
Direct ownership
Building 20,911 4,854 187 - 25,578
Machine 72,082 27,648 - - 99,730
Equipment 15,956 2,765 4 - 18,717
Vehicle 8,636 2,304 2,013 122 9,049
Office equipment 29 145 - - 174
Financial lease
Vehicle 122 - - (122) -
Total Accumulated Depreciation 117,736 37,716 2,204 - 153,248
Book Value 306,846 441,794
31 December 2012
226
227
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/35
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Beginning balance Reclassification/ Ending balance
1 Jan 2011 Additional Deduction Correction 31 Dec 2011
Acquisition cost
Direct ownership
L a n d 5,255 66,992 - - 72,247
Building 76,069 - - 2,247 78,316
Machine 147,119 41,209 10,679 37,308 214,957
Equipment 22,434 1,720 31 - 24,123
Vehicles 14,356 6,157 628 - 19,885
Office equipment 225 239 - - 464
Sub total 265,458 116,317 11,338 39,555 409,992
Financial lease
Vehicle 964 - - - 964
Construction-in-progress
Bulding 10,916 4,957 - (2,247) 13,626
Machine and equipment 37,308 - - (37,308) -
Sub total 48,224 4,957 - (39,555) 13,626
Total Acquisition Cost 314,646 121,274 11,338 - 424,582
Accumulated depreciation
Direct ownership
Building 16,949 3,962 - - 20,911
Machine 60,435 20,761 9,114 - 72,082
Equipment 13,350 2,628 22 - 15,956
Vehicle 7,257 1,769 390 - 8,636
Office equipment - 29 - - 29
Financial lease
Vehicle 92 30 - - 122
Total Accumulated Depreciation 98,083 29,179 9,526 - 117,736
Book Value 216,563 306,846
31 December 2011 (As restated, see Notes 2a, n, 44)
Beginning balance Reclassification/ Ending balance
1 Jan 2010 Additional Deduction Correction 31 Dec 2010
Acquisition cost
Direct ownership
L a n d 5,255 - - - 5,255
Building 69,071 518 - 6,480 76,069
Machine 133,814 13,305 - - 147,119
Equipment 16,680 6,135 381 - 22,434
Vehicles 14,211 1,669 1,524 - 14,356
Office equipment - 225 - - 225
Sub total 239,031 21,852 1,905 6,480 265,458
31 December 2010 (As restated, see Notes 2a, n, 44)
227
228
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/36
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Beginning balance Reclassification/ Ending balance
1 Jan 2010 Additional Deduction Correction 31 Dec 2010
31 December 2010 (As restated, see Notes 2a, n, 44)
Acquisition cost (Continued)
Financial lease
Vehicle 383 581 - - 964
Construction-in-progress
Bulding 3,047 14,349 - (6,480) 10,916
Machine and equipment - 37,308 - - 37,308
Sub total 3,047 51,657 - (6,480) 48,224
Total Acquisition Cost 242,461 74,090 1,905 - 314,646
Accumulated depreciation
Direct ownership
Building 13,125 3,824 - - 16,949
Machine 43,679 16,756 - - 60,435
Equipment 11,400 2,324 374 - 13,350
Vehicle 6,168 1,493 404 - 7,257
Financial leaseVehicle 56 36 - - 92
Total accumulated depreciation 74,428 24,433 - - 98,083
Book Value 168,033 216,563
Depreciation expenses of property, plant and equipment for the 7 months period ended 31 July 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010 are allocated to:
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Cost of goods sold (Note 28) 24,225 15,076 36,679 28,140 22,933
Marketing ad selling expenses
(Note 30) 850 268 458 492 497
General and administrative expenses
(Note 31) 2,085 4,211 579 547 1,003
T o t a l 27,160 19,555 37,716 29,179 24,433
31 December 31 July
228
229
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/37
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Gains on sale of property, plant and equipment during the seven months period ended 31 July 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010 are as follows:
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Sales proceed 33,429 - 2,518 3,984 911
Book value (24,411) - (538) (1,811) (719)
Gain on sale of property,
plant and equipment 9,018 - 1,980 2,173 192
31 July 31 December
As of 31 July 2013, 31 December 2012, 2011 and 2010, all of property, plant and equipment are insured against fire, theft and other losses under a certain policy package with a sum insured amounted to Rp 318,857, Rp 576,067, Rp 131,443 and Rp 196,828, respectively. Management believes that the insurance coverage is adequate to cover possible losses on insured risks.
s evaluation, there were no events or changes in circumstances indicate an impairment of assets as of 31 July 2013, 31 December 2012, 2011 and 2010. As of 31 July 2013 and 31 December 2012, the Company and its subsidiaries have 29 plots of land covering an area of 324,494 m2, as of 31 December 2011 and 2010, the Company and its subsidiaries have 11 plots of land covering an area of 156,951 m2. All of lands are registered on behalf of PT Industri Jamu dan Farmasi Sido Muncul and its subsidiaries. As of 31 July 2013, 31 December 2012, 2011 and 2010, most of property, plant and equipment which assets are pledged to the PT Bank Ekonomi Raharja Tbk, PT Bank Central Asia Tbk: Land, Buildings, and Machines (Note 14). In 2013, the Company and its subsidiaries conduct a review of the useful lives of property, plant and equipment, and there is no change in the useful lives of property, plant and equipment that need to be done.
229
230
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/38
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Appraisal of property, plant and equipment of PT Industri Jamu dan Farmasi Sido Muncul Property, plant and equipment are assessed by KJPP Benedictus Darmapuspita dan Rekan through Report File No. BDR 2013-0384/A1-A4, B1-B4.C dated 19 September 2013. The details of summary report assessment result are as follow:
PT Industri Jamu dan Farmasi Sido Muncul
Properti Replacement cost, New Market value
Land 205,623 205,623
Building and complementary tools 292,103 256,663
Machinery and equipment 342,710 209,424
Heavy equipment 5,591 5,591
Vehicle and supporting tools 14,445 14,445
T o t a l 860,472 691,746
PT Muncul Mekar Properti Replacement cost, New Market value
Land, building and complementary tools 18,555 18,555
Machinery and equipment 100 45
Vehicle 4,960 4,960
T o t a l 23,614 23,560
PT Semarang Herbal Indo Plant Properti Replacement cost, New Market value
Building 289 266
Machinery and equipment 50,511 47,212
T o t a l 50,800 47,478
230
231
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/39
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 13. OTHER NON CURRENT ASSETS
2011 2010(As restated, (As restated,
31 July see Notes see Notes2013 2012 2a, n, 44) 2a, n, 44)
Intangible assets - Net 186 118 179 139
Others 32 32 - 324
T o t a l 218 150 179 463
31 December
The above mentioned intangible assets are software owned by subsidiary, PT Muncul Mekar.
Beginning Ending
balance balance
Acquisition value 242 109 - 351
Accumulated amortization 124 41 - 165
Book value 118 186
31 July 2013
Additional Deduction
Beginning Ending
balance balance
Acquisition value 242 - - 242
Accumulated amortization 63 61 - 124
Book value 179 118
31 December 2012
Additional Deduction
Beginning Ending
balance balance
Acquisition value 148 94 - 242
Accumulated amortization 9 54 - 63
Book value 139 179
31 December 2011 (As restated, see Notes 2a, n, 44)
Additional Deduction
Beginning Ending
balance balance
Acquisition value - 148 - 148
Accumulated amortization - 9 - 9
Book value - 139
31 December 2010 (As restated, see Notes 2a, n, 44)
Additional Deduction
231
232
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/40
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 13. OTHER NON CURRENT ASSETS (Continued)
at there is no significant difference between the fair value of property, plant and equipment and its carrying amount.
Amortization expense on intangible assets for the seven month period ended 31 July 2013 and the years ended 31 December 2012, 2011 and 2010 amounting to Rp 41, Rp 61, Rp 54 and Rp 9 are charged to general and administrative expenses.
14. SHORT-TERM BANK LOANS
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
PT Bank Central Asia Tbk
Time loan revolving 70,000 298,751 - -
Loan overdraft 42,339 - - -
PT Bank Ekonomi Raharja Tbk
Loan overdraft - 46 139 -
T o t a l 112,339 298,797 139 -
31 December
PT Bank Central Asia Tbk As of 28 September 2010, the Company obtained a loan facility from PT Bank Central Asia Tbk as stated in the Credit Agreement No. 616/353/KRD/SMG/10 and the Credit Agreement No. 10 dated 16 November 2007, whereas the two agreements are combined and restated with Amendment and Restatement of Credit Agreement No. 150 dated 16 March 2012 as amended through Amendment to Credit Agreement No. 138 dated 21 December 2012 and No. 86 dated 18 January 2013. The loan facilities consist of: a. Local Credit Facility (Current Account) with a maximum limit of Rp 200,000 valid
16 November 2012 until 16 November 2013 with interest rate of 8.5% per annum. b. Omnibus Facility Letter of Credit (L/C), which consists of Sight L/C and Usance L/C with a
maximum limit of Rp 20,000 valid 16 November 2012 until 16 November 2013 with the Commission L/C 0.2% per annum calculated from the L/C value issued and Acceptance Commission of 0.6% per annum.
c. Time Loan Revolving facility with a maximum limit of Rp 300,000 which is valid 21 December 2012 until 21 December 2013 with interest rate of 8.5% per annum.
As of 31 December 2012, the maximum Time Loan Revolving facility has been entirely withdrawn and such balance is still outstanding.
232
233
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/41
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued) Collateral for the credit facility are as follow:
1. Three plots of land on Jl. Raya Kaligawe KM 3, Semarang, Central Java, registered on behalf
of Desy Sulistio Hidayat, Irwan Hidayat, Jonatha Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidajat and Rudy (David) Hidayat;
2. A plot of land on Jl. Cipete Raya No. 81, South Jakarta, DKI Jakarta, registered on behalf of Irwan Hidayat;
3. A plot of land on Jl. Cipete Raya No. 78, South Jakarta, DKI Jakarta, registered on behalf of Desy Sulistio Hidayat;
4. A plot of land on Jl. Pratama Desa Benoa, Kuta, Badung, Bali, registered on behalf of PT Hotel Candi Baru;
5. A plot of land on Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu dan Farmasi Sido Muncul;
6. Five plots of land on Muktiharjo, Semarang, registered on behalf of PT Industri Jamu dan Farmasi Sido Muncul;
7. Fifteen plots of land on Diwak Distric and Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu dan Farmasi Sido Muncul;
8. A plot of land on Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu dan Farmasi Sido Muncul; and
9. Machineries including tools and equipment in Ngempon Distric, Bergas Kidul, Semarang.
During the loan has not yet been repaid, the Company is prohibited to e.g share their dividends to the shareholders (if the Company financial condition is not met with the established financial covenant), as long as its loan is not settled. Such term and condition are not prevailed if the Company has been Go Public. As of 31 July 2013, for the Local Credit Facility (Bank Statement) with a maximum limit of Rp 200,000 million, the balance of unused credit facilities amounted to Rp 157,661 million. This credit facility bears interest rate of 8.5% per annum paid on the 1st of each month and will be due on 16 November 2013. On July 31, 2013, for the Time Revolving Loan Facility with a maximum limit of Rp 300,000, the Company has already drawn at Rp 70,000. This credit facility will be paid at the latest than 19 December 2013 and will mature on 21 December 2013. As of 31 July 2013, the Company has not used Omnibus Letter of Credit (L/C) Facility, which consists of Sight L/C and Usance L/C with a maximum of Rp 20,000 million. Omnibus L/C facility will be due on 16 November 2013.
233
234
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/42
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued) The Things That Must be Done by Debtor Loans above have to meet the requirements below: a. The entire Joint borrower Debtor credit facilities, cross default and cross collateral with all
facilities of PT Hotel Candi Baru and this conditions may be revoked after the entire facilities of PT Hotel Candi Baru has been settled;
b. Purchase transaction of shares of PT Muncul Mekar and PT Semarang Herbal Indo Plant; as well as additional paid-in capital on behalf of the Debtor in minimum of Rp 800,000 million should be reflected in the Audited Financial Statements of the Debtor in 2012;
c. As a minimum 99% of shares of PT Muncul Mekar and PT Semarang Herbal Indo Plant must be owned by Debtor;
d. Debtor required to maintain its majority ownership by Hidayat 75% of shares either directly or indirectly;
e. ities is centered at BCA; f. (in current period or
future) toward loans at BCA; g. Debtor required to insure collateral on insurance carrier which accepted by BCA on
minimally all risk property included force majeure with BCA Bankers Clause; h. Requirement
as follows: Current Ratio with minimum of 1.5 times (Definition of Current Assets and Current
Liabilities in accordance with Audited Financial Statements); Debt/Equity Ratio with maximum of 2 times; EBITDA (Interest + Installment) with minimum 2.5 times; Requirement to submit:
i. Consolidated Financial Statements for the period of 2010 and 2011 audited by Independent Public Accountant which accepted by BCA at the latest date of 31 March 2013;
ii. Audited Financial Statement for the period of 2012 and so on(parent only version and consolidated) not later than 180 (one hundred eighty) days of calendar after closing date;
iii. Quarterly Internal Financial not later than 90 (ninety) days of calendar since the reporting date;
iv. Appraisal report made by an Independent Appraiser accepted by BCA for a 2 years minimum.
234
235
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/43
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued) The Things That Must Not be Done by Debtor: a. Gains additional loans from bank or other Financial Institutions and committed itself as
underwriter/guarantor in any form or any name; b. Sells, releases or collateralizes immovable principal assets or principal assets used to
conduct its business; c. Transfers all patent brands, goodwill owned directly and indirectly; d. Shares dividend distribution to shareholders (this clause is not valid if the debtor has done
its Initial Public Offering); e. Lends money to third parties (outside the group of business); except to perform the daily
business; f. Conducts transactions with someone or some parties including but not limited to affiliates in
a different way or beyond existing practices and habits; g. Conducts investments, inclusions or starts a new business other than the existing business; h. Conducts merger, segregation, consolidation, acquisition or liquidation; i. Changes institutional status and articles of association. The Company has complied with all financial covenants in the consolidated financial statements as at 31 July 2013. Based on Lending Notice (SPPK), No. 10037/GBK/2013 dated 30 January 2013 issued by PT Bank Central Asia Tbk, explained that the provisions on institutional change became public company status has been approved and deleting provisions regarding dividend restrictions. PT Bank Ekonomi Raharja Tbk Based on Notarial deed of Mrs. Angelique Tedjajuwana, S.H., No. 31 dated 19 February 1997, the Company obtained a short-term bank loan of PT Bank Ekonomi Raharja Tbk of Acceptance Loan facility. The agreement has been amended several times, most recently is Recognition of Debt Conversion Agreement No. 3 dated 1 September 2004 by Notary S.Y. Judiastuti, S.H., and amended by a letter of credit extension amendment PT Bank Ekonomi Raharja Tbk, No: 80100096/PRK-PA dated 19 February 2009, Loan Acceptance facility (LA) with a limit of Rp 4,500 and Loan Overdraft facility (LO) Rp 500 with term loan facility dated 19 February 2009 until 19 February 2010. On the loan charged interest at 9.75% per annum.
235
236
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/44
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 15. TRADE PAYABLES
Trade payables mainly represent liabilities for purchase of raw materials and finished goods from some local and overseas suppliers, purchases of goods, advertising and promotion, as well as other services.
a. Details of trade payables based on supplier are as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Third parties
PT DNP Indonesia 9,863 20,447 18,184 8,546
PT Indesso Niagatama 9,457 14,829 17,733 11,279
PT Hokiwan Farma 9,423 5,765 10,168 2,627
PT Nutrasweet Indonesia 8,325 10,865 8,912 5,637
PT Artha Manis Abadi 4,976 2,562 3,851 -
Bejo Iskandar (Ody Karya) 4,381 4,169 1,087 1,185
Naturoz 3,695 2,786 - -
PT Mane Indonesia 3,652 5,417 3,792 2,099
PT Dian Cipta Perkasa 3,439 7,799 5,767 6,565
PT Menjangan Sakti 3,472 17,192 2,223 14,291
PT Ekacitta Dian Perkasa 3,156 8,365 16,843 2,511
Rachmad 2,749 1,239 2,440 1,460
PT Karsavicta Satya 2,665 2,132 2,322 1,812
Yanuar Susanto 2,345 1,505 - -
CV Bhakti Pratama 2,139 5,012 - 1,182
Samudra Montaz 1,978 1,116 - 1,697
Grand Multi Chemical 1,850 2,413 - 1,317
Signa Husada 1,796 1,108 - -
CV Sukses Makmur 1,522 - - -
L i l i 1,487 1,576 2,821 -
CV Tani Kawan Lama 1,320 - 2,196 -
PT Nusa Indah 1,272 - - -
CV Surya Kencana 1,262 - - -
M itra Kimia Guna Serasi 1,239 1,290 - -
Carried forward 87,463 117,587 98,339 62,208
31 December
236
237
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/45
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES (Continued)
a. Details of trade payables based on supplier are as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
31 December
Brought forward 87,463 117,587 98,339 62,208
PT Madu Sumbawa Alami 1,087 - - -
Indolakto 1,055 - - 1,382
PT Halim Sakti Pratama 963 1,054 1,356 1,277
Damai Rukun Bersama 801 2,957 - -
Hendriyanto 778 1,450 1,294 1,288
PT Lautan Luas 658 1,394 - -
PT Brenntag 248 1,187 - -
Armananta Eka Putra - 6,358 - -
Pancaran Niaga - 1,132 - -
CV Sido Mulyo - - - 3,137
Agus Kristanto - - - 1,819
PT Pajasama Sakti - - 1,405 -
Others (each below Rp 1,000) 17,687 59,657 21,780 13,213
Sub-total 110,740 192,776 124,174 84,324
Related party:
PT Muncul Putra Offset (Note 25) 15,095 - 31,139 14,320
T o t a l 125,835 192,776 155,313 98,644
Nature of the relationships and transactions between the Company and its subsidiaries with related parties are described in Notes 2b and 25. Trade payables are not guaranteed, are not interest bearing and are generally subject to the terms of payment between 1 day to 60 days.
237
238
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/46
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 15. TRADE PAYABLES (Continued)
Trade payables denominated in the following currencies:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
United State of America Dollar 4,190 76,921 67,085 49,149
Euro 41 1,929 1,023 619
Singapore Dollar 18 137 119 380
Hongkong Dollar - - 437 -
Japan Yen 96 - - -
31 Desember
16. OTHER PAYABLES
2011 2010(As restated, (As restated,
31 July see Notes see Notes2013 2012 2a, n, 44) 2a, n, 44)
Third Parties
Sales guarantee 10,175 35,200 - -
Armananta Eka Putra 5,505 - - -
Outlet bonus 2,763 119 135 430
Jamsostek 6 6 - 4
E & E Verfahrenstechnik GmbH - - - 3,872
Others - (each below Rp 1 billion) 3,088 12,716 100 1,248
Sub-total 21,537 48,041 235 5,554
Related parties
Shareholder
Dessy Sulistio Hidayat 3,489 14,366 - -
Irwan Hidayat 698 2,874 - -
Johan Hidayat 698 2,874 - -
Sofyan Hidayat 698 2,874 - -
Sandra Linata Hidajat 698 2,874 - -
David Hidayat 10,094 12,570 - -
PT Muncul Armada 1,707 1,009 856 1,203
Sub-total 18,082 39,441 856 1,203
T o t a l 39,619 87,482 1,091 6,757
31 December
Debt to related parties are in the normal order of business transactions (arm's length) and no imposition of interest.
238
239
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/47
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 16. OTHER PAYABLES (Continued)
Shareholders Especially is payable to David Hidayat (shareholders) in connection with the purchase building amounting to Rp 9,396 in 2012. Is royalty payable to shareholders amounting to Rp 6,979 and Rp 28,736 on 31 July 2013 and 31 December 2012. PT Muncul Armada Raya Is payable to MM which arise in connection with the use of transportation services.
17. TAXATION
a. Prepaid taxes
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
The Company
Income Tax Article 28A
2009 569 - - -
2010 604 - - -
2011 826 - - -
Sub-total 1,999 - - -
Subsidiaries
Value-Added Tax - - 1,585 943
Income Tax Article 28A (Note 17d)
2010 - 637 637 637
2011 32 32 32 -
2012 471 471 - -
Sub-total 503 1,140 2,254 1,580
Total Consolidated 2,502 1,140 2,254 1,580
31 December
239
240
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/48
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
b. Tax Payable
Corporate Income Tax
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Corporate Income Tax
Consolidated
Income Tax Article 25 9,748 4,695 464 1,491
Income Tax Article 29 22,462 155,124 100,957 111,482
T o t a l 32,210 159,819 101,421 112,973
Corporate Income Tax
Company
Income Tax Article 25 8,838 4,246 - 1,058
Income Tax Article 29
31 July 2013 13,199 - - -
31 December 2012 722 53,424 - -
31 December 2011 - 52,715 54,828 -
31 December 2010 - 32,399 37,399 88,135
31 December 2009 - 8,633 8,633 22,318
Sub-total 22,759 151,417 100,860 111,511
Subsidiaries
Income Tax Article 25 910 449 464 433
Income Tax Article 29
31 July 2013 8,440 - - -
31 December 2012 11 7,863 - -
31 December 2011 58 58 65 -
31 December 2010 32 32 32 -
31 December 2009 - - - 1,029
Sub-total 9,451 8,402 561 1,462
Corporate Tax Payable - Consolidated 32,210 159,819 101,421 112,973
31 December
240
241
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/49
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
b. Taxes payable (Continued) Other Tax Payable
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
31 December
Consolidated
Value-Added Tax - Output 8,459 4,485 7,065 8,389
Income Tax Article 21 1,245 4,231 2,165 1,967
Income Tax Article 22 43 34 38 -
Income Tax Article 23 1,481 8,409 128 57
Income Tax Article 26 284 - - -
Income Tax Article 4 (2) 78 61,168 - 54
Other Tax Payable - - - 19,886
T o t a l 11,590 78,327 9,396 30,353
The Company
Value-Added Tax - Output 7,698 1,401 6,314 8,389
Income Tax Article 21 830 3,447 1,350 1,501
Income Tax Article 22 43 34 38 -
Income Tax Article 23 1,444 8,366 102 30
Income Tax Article 26 122 - - -
Income Tax Article 4 (2) 78 55,938 - 54
Other Tax Payable - - - 19,886
Sub-total 10,215 69,186 7,804 29,860
Subsidiaries
Value-Added Tax - Output 761 3,084 751 -
Income Tax Article 21 415 784 815 466
Income Tax Article 23 37 43 26 27
Income Tax Article 26 162 - - -
Income Tax Article 4 (2) - 5,230 - -
Sub-total 1,375 9,141 1,592 493
Total Other Tax Payable - Consolidated 11,590 78,327 9,396 30,353
241
242
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/50
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
c. Calculation of income tax
Reconciliation between profit before income tax, as shown in the consolidated statements of comprehensive income, and estimated income tax for the seven months period ended 31 July 2013 and 31 July 2012 (unaudited) and the years ended 31 December 2012, 2011 and 2010 are as follows:
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (Unaudited) 2012 2a, n, 44) 2a, n, 44)
Income tax based on consolidated
statements of comprehensive income 279,828 254,635 513,621 455,044 339,191
Profit before tax of subsidiaries (59,629) (31,858) (70,196) (20,315) (20,103)
Comprehensive income of the Company 220,199 222,777 443,425 434,729 319,088
Fiscal Correction
Timing difference
Depreciation (765) 1,302 2,553 2,614 980
Allowance for doubful account 1,355 - - - -
Employment of benefit 3,927 5,899 10,114 6,706 8,956
Payment of retirement fund (10,283) (12,346) (20,200) (22,072) -
Payment of employee benefit (435) (568) (973) (3,998) -
Total Timing Difference (6,201) (5,713) (8,506) (16,750) 9,936
Permanent difference
Tax expense and tax pinalty 37,029 - 26 11,502 72,471
Inventory write-off 1,577 - - - -
Charity expenses 1,242 852 1,253 2,860 -
Other expenses 309 - - - -
Permit and taxation expenses 418 - - - -
Plant cultivation 309 - - 383 269
Entertainment 41 23 133 443 -
Interest income subject to final tax (399) (3,053) (5,362) (10,885) (6,334)
Rent revenue (360) - (630) (687) (1,363)
Gain on sale fixed asset (9,006) - - - -
Donation and representation - 308 - - 2,497
Profit associated entity - (1,754) - (1,754) -
Total permanent difference 31,160 (3,624) (4,580) 1,862 67,540
Total Fiscal Correction 24,959 (9,337) (13,086) (14,888) 77,476
Estimated Taxable Income 245,158 213,440 430,339 419,841 396,564
31 July 31 December
242
243
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/51
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
c. Calculation of income tax (Continued)
Provision for income tax expenses and income tax payable for the seven months period ended 31 July 2013 and 31 July 2012 and the years ended 31 December 2012, 2011 and 2010 are as follows:
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (Unaudited) 2012 2a, n, 44) 2a, n, 44)
Estimated taxable income - The Company 245,158 213,440 430,339 419,841 396,564
Estimated income tax:
The Company
Seven 2013 : 25% x Rp 245,158 61,289 - - - -
Seven 2012 : 25% x Rp 219,153 - 53,360 - - -
Year 2012 : 25% x Rp 430,339 - - 107,585 - -
Year 2011 : 25% x Rp 419,841 - - - 104,961 -
Year 2010 : 25% x Rp 396,564 - - - - 99,141
Sub-total 61,289 53,360 107,585 104,961 99,141
Subsidiaries 13,953 8,266 16,441 5,544 5,657
Estimated income tax - Consolidated 75,242 61,626 124,026 110,505 104,798
Less:
Prepaid tax
The Company
Income Tax Article 22 - 94 508 676 127
Income Tax Article 23 - 14 14 18 12
Income Tax Article 25 48,090 28,161 53,638 49,439 10,867
Total Prepaid Tax 48,090 28,269 54,160 50,133 11,006
Provision for Income Tax 13,199 25,091 53,425 54,828 88,135
Subsidiaries
7 month period and current year 8,440 36,535 7,863 65 1,029
Estimated Income Tax Payable
Article 29 - Consolidated 21,639 61,626 61,288 54,893 89,164
31 December 31 July
Estimated taxable income of the company for the years 2012, 2011 and 2010 as stated above, has differences to those reported in the tax return in 2012, 2011 and 2010 due to the correction of the cost of goods sold and operating expenses.
243
244
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/52
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
d. Deffered Tax
Deffered tax of assets (liabilities) arising from temporary differences between income and expense, recognized in commercial and taxation, are as follows:
(Charged) (Charged)
31 December credited to credited to
2011 consolidated consolidated
(As restated, statements of statements of
see Notes comprehensive 31 December comprehensive 31 July
2a, n, 44) income 2012 income 2013
The Company
Assets/ (liabilities) Deferred Tax
Allowance for doubtfull account 402 - 402 (63) 339
Depreciation 898 638 1,536 (191) 1,345
Employee benefit 4,687 (2,765) 1,922 (1,698) 224
Total Company 5,987 (2,127) 3,860 (1,952) 1,908
Subsidiary
Deferred tax asset 1,095 70 1,165 (419) 746
Total Consolidated 7,082 (2,057) 5,025 (2,371) 2,654
(Charged) (Charged)
credited to 31 December credited to 31 December
consolidated 2010 consolidated 2011
statements of (As restated, statements of (As restated,
31 December comprehensive see Notes comprehensive see Notes
2009 income 2a, n, 44) income 2a, n, 44)
The Company
Assets/ (liabilities) Deferred Tax
Allowance for doubtfull account 402 - 402 - 402
Depreciation - 245 245 653 898
Employee benefit 7,288 2,239 9,527 (4,840) 4,687
Total Company 7,690 2,484 10,174 (4,187) 5,987
Subsidiary
Deferred tax asset 1,220 292 1,512 (417) 1,095
Total Consolidated 8,910 2,776 11,686 (4,604) 7,082
244
245
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/53
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
e. Tax Administration
The Company For the year ended 31 December 2010 In 2010, the Company has received the results from tax audit in Tax Assessment Letter (TAL) for year book 2008, with the following details as follows: No. Number TAL Date Type of TAL Tax Period Total
1. 00294/207/08/511/10 7 July 2010 SKPKB PPN September 2008 373,372,592
2. 00295/207/08/511/10 7 July 2010 SKPKB PPN October 2008 658,695,202
3. 00296/207/08/511/10 7 July 2010 SKPKB PPN November 2008 694,270,083
4. 00018/206/08/511/10 7 July 2010 SKPKB PPh Corporate Year 2008 13,693,414,614
5. 00162/203/08/511/10 7 July 2010 SKPKB PPh Article 23
January December
2008 47,207,126
6. 00286/207/08/511/10 7 July 2010 SKPKB PPN January 2008 316,431,608 7. 00287/207/08/511/10 7 July 2010 SKPKB PPN February 2008 505,196,086 8. 00290/207/08/511/10 7 July 2010 SKPKB PPN May 2008 469,074,784 9. 00291/207/08/511/10 7 July 2010 SKPKB PPN June 2008 370,268,483 10. 00287/207/08/511/10 7 July 2010 SKPKB PPN February 2008 529,456,880 11. 00288/207/08/511/10 7 July 2010 SKPKB PPN March 2008 597,170,985 12. 00289/207/08/511/10 7 July 2010 SKPKB PPN April 2008 494,665,586 13. 00292/207/08/511/10 7 July 2010 SKPKB PPN July 2008 596,896,220 14. 00293/207/08/511/10 7 July 2010 SKPKB PPN August 2008 539,898,319 The Company has been booked Tax Assessment Letter into tax payable on 31 December 2010 and it has been fully paid on May and September 2011.
245
246
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/54
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar - Subsidiaries For the year ended 31 December 2010
In 2010, the Company received Tax Assessment Letter and Tax Collection Letter from tax audit for year book 2008 with the following details as follows:
No.
Type of Tax
Tax Period
Underpayment Tax Assessment Letter
Date Total
1. Value-Added Tax January 2008 00310/207/08/511/10 7 July 2010 1,842,096
2. Value-Added Tax February 2008 00311/207/08/511/10 7 July 2010 1,938,222
3. Value-Added Tax March 2008 00312/207/08/511/10 7 July 2010 2,019,592 4. Value-Added Tax April 2008 00312/207/08/511/10 7 July 2010 1,923,982 5. Value-Added Tax May 2008 00314/207/08/511/10 7 July 2010 3,044,882 6. Value-Added Tax June 2008 00315/207/08/511/10 7 July 2010 13,830,736 7. Value-Added Tax July 2008 00316/207/08/511/10 7 July 2010 16,006,473 8. Value-Added Tax August 2008 00317/207/08/511/10 7 July 2010 6,288,759
9. Value-Added Tax September 2008 00318/207/08/511/10 7 July 2010 36,578,670
10. Value-Added Tax October 2008 00319/207/08/511/10 7 July 2010 1,349,016
11. Value-Added Tax November 2008 00320/207/08/511/10 7 July 2010 1,327,319
12. Value-Added Tax December 2008 00321/207/08/511/10 7 July 2010 34,551,158
246
247
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/55
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
e. Tax Administration (Continued) PT Muncul Mekar Subsidiaries (Continued) No.
Type of Tax
Tax Period
Underpayment Tax Assessment Letter
D a t e T o t a l
13. Income Tax Year 2008 00020/206/08/511/10 7 July 2010 803,287,128
14. Income Tax Article 21
January December
2008 00041/201/08/511/10 7 July 2010 1,584,741
15. Income Tax Article 23
January December
2008 00164/203/08/511/10 7 July 2010 209,912,805
Tax Collection Letter No. Type of Tax Tax Period Tax Collection Letter D a t e T o t a l
1. Value-Added Tax January 2008 00175/107/08/511/10 7 July 2010 184,210 2. Value-Added Tax February 2008 00176/107/08/511/10 7 July 2010 193,822 3. Value-Added Tax March 2008 00177/107/08/511/10 7 July 2010 201,959 4. Value-Added Tax April 2008 00178/107/08/511/10 7 July 2010 192,398 5. Value-Added Tax May 2008 00179/107/08/511/10 7 July 2010 304,488 6. Value-Added Tax June 2008 00180/107/08/511/10 7 July 2010 1,383,074 7. Value-Added Tax July 2008 00181/107/08/511/10 7 July 2010 2,192,668 8. Value-Added Tax August 2008 00182/107/08/511/10 7 July 2010 873,439
9. Value-Added Tax September 2008 00183/107/08/511/10 7 July 2010 5,151,925
10. Value-Added Tax October 2008 00184/107/08/511/10 7 July 2010 192,717
247
248
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/56
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
e. Tax Administration (Continued) PT Muncul Mekar - Subsidiaries (Continued) Tax Collection Letter (Continued)
No. Type of Tax Tax Period Tax Collective Letter D a t e T o t a l
11. Value-Added Tax November 2008 00185/107/08/511/10 7 July 2010 192,451
12. Value-Added Tax December 2008 00186/107/08/511/10 7 July 2010 5,081,053
In 2010, the Company received Tax Assessment Letter and Tax Collection Letter from tax audit for the year ended 2009 with the following details as follows: No. Type of Tax Tax Period Tax Collective Letter D a t e T o t a l
1. Income Tax Article 21
December 2009 00071/101/09/511/10 9 July 2010 13,152,299
2. Income Tax Article 21
January - March 2010 00011/101/10/511/10 9 July 2010 1,293,120
All of Underpayment Tax Assessment Letter and Tax Collection Letter has been paid in August 2010. PT Semarang Herbal Indoplant For the 7 months period ended 31 July 2013 Based on the Decision Letter of the Director General of Taxation dated 4 January 2013 No: KEP-00002.PPh/WPJ.10/KP.10003/2013, the Company has received Payment of Returns Income Tax Excess in 2010 amounted to Rp 636,870,000 (in Rupiah full amount). Overpayment is compensated amounted to Rp 827,320 to pay a number of tax payable against the Underpayment Tax Assessment Letter No. 00071/201/10/511/12 period of January to December 2010 amounted to Rp 318,200 (in Rupiah full amount) and Underpayment Tax Assessment Letter No. 00141/203/10/511/12 amounted to Rp 509,120 (in Rupiah full amount). Refunding of Rp 636,042,680 (in Rupiah full amount). The Income Tax Article 28A is a tax overpayment of corporate income SHIP amounting to Rp 471 and Rp 32 in 2012 and 2011. As of the reporting date, the overpayment has not received SHIP. For the year ended 31 December 2012 As of 20 April 2012, the Company received Overpayment Tax Assessment Letter Value-Added Tax Goods and Services No. 00009/407/10/511/12 for tax period December 2010 amounted to Rp 1,376,710,256 (in Rupiah full amount).
248
249
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/57
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 17. TAXATION (Continued)
e. Tax Administration (Continued)
As of 16 July 2012, the Company received Overpayment Tax Assessment Letter - Value-Added Tax Goods and Services No. 00016/407/11/505/12 for tax period December 2011 amounted to Rp 207,950,538 (in Rupiah full amount).
Based on Excess Tax Payment Letter No. 511-0080-2012 dated 7 May 2012, the Company has received a refund of an overpayment of Value-Added Tax in 2010 of Rp 1,376,710,256 (in Rupiah full amount) through PT Bank Central Asia Tbk, Semarang Pemuda Branch on 10 May 2012.
Based on Excess Tax Payment Letter No. 505-0032-2012 dated 8 August 2012, the Company has received a refund of a Value-Added Tax overpayment in December 2011 for Rp 207,950,538 (in Rupiah full amount) through PT Bank Central Asia Tbk, Semarang Pemuda Branch on 15 August 2012. As of 20 December 2012, the Company has received Underpayment Tax Assessment Letter of Income Tax Article 23 No. 00043/406/10/511/12 from Tax Office Semarang Associate which establishes Overpayment of Income Tax in 2010 amounted to Rp 636,870,000 (in Rupiah full amount). As of 20 December 2012, the Company received Underpayment Tax Assessment Letter of Income Tax Article 23 No. 00141/203/10/511/12 period November 2010 amounted to Rp 509,120 (in Rupiah full amount) and receive Underpayment Tax Assessment Letter of Income Tax Article 21 No. 00071/201/10/511/12 period January to December 2010 amounted to Rp 318,200 (in Rupiah full amount).
18. ACCRUED EXPENSES
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Advertising expense 384 19,041 55,499 17,016
Shipping - - - 802
Salaries expenses 606 - - -
Audit fees 391 391 - -
Freight expenses 465 - - -
Others (each below Rp 100) - 8 9 58
T o t a l 1,846 19,440 55,508 17,876
31 December
249
250
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/58
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 19. LONG-TERM BANK LOAN
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Due date less than one year
PT Bank Ekonomi Raharja Tbk
Term Loan Principle (TLP) - 83 500 500
Due date more than one year
PT Bank Ekonomi Raharja Tbk
Term Loan Principle (TLP) - - 83 583
T o t a l - 83 583 1,083
31 December
PT Bank Ekonomi Raharja Tbk Subsidiaries PT Muncul Mekar Based on Notarial deed of Edna Hanindito, S.H., No. 01 dated 9 March 2006 No. 01, the Company obtained a long-term bank loan of PT Bank Ekonomi Raharja Tbk of Term Loan Principle Credit Facility (TLP), with a limit of Rp 4,000. The maturity date of the credit facility is from 9 March 2006 to 9 March 2011 with an interest rate of 16% per annum. The agreement has been amended with the amendment agreement in the credit loan from PT Bank Ekonomi Raharja Tbk, No. TLP/80100096/005/02/08 dated 19 February 2008 with a limit of Rp 2,500 of 60 months period from the date of 19 February 2008 up to 19 February 2013. Such loan is charged with 9.75% per annum interest rate. Colleteral for this loan are as follow: - A plot of land includes building located at Jl. Kartini No. 88, Darmo Distric in accordance to Right
of Building Certificate No. 905/DR. Sutomo dated 22 November 1996 registered on behalf of Mistress Desy Sulistio Hidayat, Irwan Hidayat, Jonatan Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidajat, Rudy (David) Hidayat.
- A plot of land includes building located at Jl. Mlaten Trenggulun No. 106 and 108, North Semarang Distric in accordance to Right of Building Certificate No. 440/Mlatiharjo dated 31 March 1989 registered on behalf of Siem Giok Hwa, and in accordance to Right of Building Certificate No. 448/Mlatiharjo dated 12 September 1989 registered on behalf Siem Giok Hwa, Liem Toen Ienwife.
- A plot of land includes building located at Jl. Mlaten Trenggulun No. 102, Semarang Distric in accordance to Right of Building Certificate No. 304/Mlatiharjo dated 22 December 1981 registered on behalf of PT Muncul Mekar domiciled at Semarang.
- A plot of land includes building located at Jl. Madukoro Blok A No. 28, Tawangmas, West Semarang Distric, Semarang, in accordance with Right of Use Certificate Building No.791/Tawangmas dated 26 June 1996 listed on behalf of PT Muncul Mekar located at Semarang which had been mortgaged on First Rate for Rp 1,600 based on Mortgage Certificate No. 4768/2004 dated 3 September 2004.
250
251
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/59
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 19. LONG-TERM BANK LOAN (Continued)
Subsidiaries (Continued) PT Muncul Mekar (Continued)
- Land and building located at Jl. Sultan Hasanudin Km 39 Mekarsari, Tambun (South Tambun),
Bekasi, West Java, in accordance with Right of Building Certificate No. 2543/Mekarsari dated 10 January 1995, covering area of 5,600 m², registered on behalf of PT Muncul Mekar domiciled di Semarang, which has been attributed with Mortage Right Rate I (First) amounted to Rp 4,236 (Four billion two hundred and thirty-six million Rupiah) based on Deed of Provision of Mortage No. 15/2006 dated 21 April 2006 and Certificate of Mortage No. 15/2006 dated 21 April 2006 and Certificate of Mortage No. 1393/2006 dated 27 April 2006, as a collateral of Term Loan Principle (TLP) amounted to Rp 4,000 .
20. SALES ADVANCE
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Sales advance 694 960 35,246 179
31 December
21. FINANCIAL LEASE PAYABLE
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Current portion maturity ofone year
PT Orix Indonesia Finance - - 53 75
Long term portionPT Orix Indonesia Finance - - 4 243
T o t a l - - 57 318
31 December
251
252
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/60
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 21. FINANCIAL LEASE LIABILITES (Continued)
Based on lease agreement with an option right for a motor vehicle No: L10G01722A dated 16 July 2010, the Company obtained a facility in form of financial lease from PT Orix Indonesia Finance with a value of Rp 192,800,000 (in Rupiah full amount), with term facility lease for 3 years starts from 16 July 2010 until 16 June 2013. The Company paid the installments for this facility amounted to Rp 12,613,000 (in Rupiah full amount) per month for the first year, Rp 4,740,000 (in Rupiah full amount) per month for the second year and Rp 365,000 (in Rupiah full amount) per month for the third year and charged a flat rate of 4.0031% per annum. Based on lease agreement with an option right for a motor vehicle No: L10G01560A dated 16 August 2010, the Company obtained a facility in form of financial lease from PT Orix Indonesia Finance with a value of Rp 272,000,000 (in Rupiah full amount), with term facility lease for 3 years starts from 25 June 2010 until 25 May 2013. The Company paid the installments for this facility amounted to Rp 17,794,000 (in Rupiah full amount) per month for the first year, Rp 6,687,000 (in Rupiah full amount) per month for the second year and Rp 515,000 (in Rupiah full amount) per month for the third year and charged a flat rate of 4.0022% per annum. Agreements of financial lease acquired subsidiaries require some restrictions on subsidiaries to transfer ownership and change the form assets. Each financial lease is also secured by the relevant assets (Note 12). As of 31 July 2013, 31 December 2012, 2011 and 2010, the Company and its Subsidiaries have complied all requirements of financial lease as disclosed in this Note.
22. LOAN TO SHAREHOLDERS
The Company has a loan to shareholders as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Desy Sulistio Hidayat - - 218,251 194,427
Irwan Hidayat - - 7,549 8,121
Sofyan Hidayat - - 7,418 8,121
Johan Hidayat - - 7,418 8,121
Sandra Linata Hidayat - - 7,418 8,121
David Hidayat - - 4,844 8,121
T o t a l - - 252,898 235,032
31 December
252
253
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/61
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 22. LOAN TO SHAREHOLDERS (Continued)
These loans are used for operations, business development and expansion as well as investment in associates. These loans are interest free, unrestricted and does not have a time period for repayment.
23. SHARE CAPITAL
As of 31 July 2013, 31 December 2012, 2011 and 2010, the composition of shareholders and its ownership are as follow:
Number of Percentage of
shares issued Amount Ownership
(full amount) ( Rp ) ( % )
Desy Sulistio Hidayat 6,750,000,000 675,000 50%
Irwan Hidayat 1,350,000,000 135,000 10%
Sofyan Hidayat 1,350,000,000 135,000 10%
Johan Hidayat 1,350,000,000 135,000 10%
Sandra Linata Hidajat 1,350,000,000 135,000 10%
David Hidayat 1,350,000,000 135,000 10%
T o t a l 13,500,000,000 1,350,000 100%
31 July 2013
Shareholder
Number of Percentage of
shares issued Amount Ownership
(full amount) ( Rp ) ( % )
Desy Sulistio Hidayat 565,000 565,000 50%
Irwan Hidayat 113,000 113,000 10%
Sofyan Hidayat 113,000 113,000 10%
Johan Hidayat 113,000 113,000 10%
Sandra Linata Hidajat 113,000 113,000 10%
David Hidayat 113,000 113,000 10%
T o t a l 1,130,000 1,130,000 100%
31 December 2012
Shareholder
253
254
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/62
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 23. SHARE CAPITAL (Continued)
Number of Percentage of
shares issued Amount Ownership
(full amount) ( Rp ) ( % )
Desy Sulistio Hidayat 18,000 18,000 50%
Irwan Hidayat 3,600 3,600 10%
Sofyan Hidayat 3,600 3,600 10%
Johan Hidayat 3,600 3,600 10%
Sandra Linata Hidajat 3,600 3,600 10%
David Hidayat 3,600 3,600 10%
T o t a l 36,000 36,000 100%
31 December 2011, 2010
Shareholder
Based on Deed of Decision of the Shareholders No. 60 dated 27 December 2012, made in presence of Dewikusuma, S.H., Notary in Semarang, the shareholders approved to: Increase the Company authorized capital from Rp 100,000, consist of 100,000 (full amount)
shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,130,000 consist of 1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount).
Increase issued and paid-in capital from Rp 36,000 consist of 36,000 (full amount) shares
with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,130,000 consist of 1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount) through deposit in cash which purposes for expansion, loans settlement and capital fulfillment adequacy.
The increases in authorized capital, issued and paid-in capital above have been approved by Minister of Law and Human Rights of the Republic of Indonesia No. AHU-04129.AH.01.02. Year 2013 dated 4 February 2013. Based on the Deed of Decision of the Shareholders No. 12 dated 13 March 2013 made in presence of Dewikusuma S.H., Notary in Semarang, the shareholders approved to increase the Company auhorized capital from Rp 1,130,000, consist of 1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 4,500,000, consist of 4,500,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount). These amendment has been approved by Law and Human Rights of the Republic of Indonesia No. AHU-13746.AH.01.02.Year 2013 dated 18 March 2013.
254
255
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/63
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 23. SHARE CAPITAL (Continued)
Based on Deed of Amendment of No. 23 dated 21 March 2013 made in presence of Dewikusuma, S.H., Notary in Semarang, the shareholders approved to: issue capital amounted to Rp 220,000, consist of 220,000 (full amount) shares with nominal
value of Rp 1,000,000 (in Rupiah full amount). increase the issued and paid-in capital amounted to Rp 1,130,000 consist of 1,130,000 (full
amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,350,000, consist of 1,350,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount) through deposit in cash which purposes for expansion, settlement loans, capital adequacy and compliance.
The increases of authorized capital and paid-in capital above have been reported to Minister of Law and Human Rights of the Republic of Indonesia No. AHU-AH.01.10-11347. Based on Agreement Statement of Shareholders No. 53 dated 11 June 2013, made by Fathiah Helmi, SH, Notary in Jakarta, the shareholders agreed among others: Changes in the nominal value of shares of Rp 1,000,000 (full Rupiah) to Rp 100 (full Rupiah). Approve the issuance of shares as much as 1,500,000,000 (full amount) shares of new shares
offered through public offering at par value of Rp 100 (in thousands of full). The amandement of Article of Asociates have been approved by the Ministry of Law and Human Right of Republic of Indonesia No. AHU-0058325.AH.01.09.Tahun 2013 dated 20 June 2013. Mandatory Reserve Limited Liability Company Law Act year 1995 as amended by Law No. 40/2007, requires companies in Indonesia to eliminate a portion of its net income for the purpose of establishing mandatory reserves of up to 20.0% of the total issued share capital. The Law does not set the time period to achieve the minimum mandatory reserves. Until the completion date of the consolidated financial statements, the Company has not established these reserves.
24. DIVIDEND
The Company 31 July 2013 Based on the decision of the shareholders dated 15 February 2013 and 15 March 2013, the shareholders approved and ratified the payment of cash dividends amounting to Rp 112,300 and Rp 38,000 were obtained from the net profit of the Company. Total dividends declared for the period of 7 months ended on 31 July 2013 amounted to Rp 150,300. Cash dividends declared and approved by the Company has been paid in the same period.
255
256
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/64
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 24. DIVIDEND (Continued)
31 December 2012
Based on the decision of the shareholders dated 27 December 2012, the shareholders approved and ratified the payment of cash dividends amounting to Rp 559,113 were obtained from the net profit of the Company. 31 December 2011
Based on the decision of the shareholders dated 16 May 2011, 11 March 2011 and 2 February 2011, the shareholders approved and ratified the payment of cash dividends amounting to Rp 100,000, Rp 30,000 and Rp 30,000 were obtained from the net profit of the Company. Total dividends declared for the year ended on 31 December 2011 amounted to Rp 160,000. Cash dividends declared and approved by the Company has been paid in the same period. 31 December 2010 Based on the decision of the Shareholders dated 12 July 2010, 10 September 2010, and 12 November 2010, the shareholders approved and authorize the distribution of a cash dividend of Rp 16,666, Rp 50,000 and Rp 20,000 were obtained from the net income of the Company. Cash dividends have been fully paid in the same period. Subsidiaries PT Muncul Mekar 31 December 2012 Based on the decision of the shareholders dated 15 February 2012 and 12 July 2012, the shareholders approved and ratified the payment of cash dividends amounting to Rp 52,000 and Rp 40,000 were obtained from the net profit of the subsidiary. Total dividends declared for the year period ended on 31 December 2012 amounted to Rp 92,000. Cash dividends declared and approved by the Company has been paid in the same period. 31 December 2010 Based on the decision of the shareholders dated 20 October 2010, the shareholders approved and ratified the payment of cash dividends amounting to Rp 10,000 were obtained from the net profit of the subsidiary.
256
257
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/65
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 25. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The Company and its Subsidiaries conduct business and other transactions with related parties. Significant transactions and balances with related parties are as follows: a. Type of Relation and Transaction
Related parties Relationship Transaction
1. PT Muncul Putra Offset Entities under common control Printing service
2. PT Muncul Armada Entities under common control Shipping and distribution service
3. PT Hotel Candi Baru* Entities under common control Sales of goods
4. PT Gasindo Entities under common control Operational loans
5. PT Daya Cipta Tiara Entities under common control Operational loans
5. PT Dasa Tri Manunggal Entities under common control Rental *On 31 December 2012 and 2011, PT Hotel Candi Baru is classified as associates entity. In 2013 the Company had released its ownership of shares in PT Hotel Candi Baru hence PT Hotel Candi Baru on 31 July 2013 is no longer classified as associates entity (see Note 9).
b. Transaction
2011 2010 2011 2010
(As restated, (As restated, (As restated, (As restated,
2012 notes notes 2012 notes notes
2013 (unaudited) 2012 2.a, n, 44) 2.a, n, 44) 2013 (unaudited) 2012 2.a, n, 44) 2.a, n, 44)
Revenue
Sales
PT Hotel Candi Baru 76 27 97 50 12 0.01% 0.00% 0.41% 0.23% 0.06%
PT Muncul Armada Raya 254 - - 830 - 0.02% - - 0.04% -
Rental Income
PT Muncul Putra Offset 300 300 300 300 300 0.02% 0.02% 0.01% 0.01% 0.02%
T o t a l 630 327 397 1,180 312 0.05% 0.02% 0.42% 0.28% 0.08%
Expenses
Packaging
PT Muncul Putra Offset 100,745 96,536 174,928 168,474 196,749 13.90% 13.90% 13.60% 14.00% 18.60%
Freight and delivery
PT Muncul Armada Raya 10,644 11,438 18,538 16,704 12,044 0.10% 0.10% 0.20% 0.04% -
Rental
PT Dasa Tri Manunggal 415 410 1,338 1,480 1,337 0.01% 0.00% 0.02% 0.00% 0.00%
Royalty
Shareholders 19,597 - 33,807 - - 2.35% - 2.30% - -
T o t a l 131,401 108,384 228,611 186,658 210,130 16.36% 14.00% 16.12% 14.04% 18.60%
T o t a l Percentage
For the years ended
31 December31 December
For the years ended
For the seven months
Period ended
31 July
For the seven months
Period ended
31 July
257
258
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/66
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 25. BALANCES AND TRANSACTIONS WITH RELATED PARTIES (Continued)
c. Balances
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
ASSETS
Current Assets
Trade receivables 314 - 212 4
Other receivables 144,727 665,454 180,564 -
Total Assets 145,041 665,454 180,776 4
LIABILITIES
Current Liabilities
Trade payables 15,095 - 31,139 14,320
Other payables 18,082 39,441 856 1,203
Loan to shareholder - short term - - 2,000 -
Non-Current Liability
Loan to shareholder - long term - - 252,898 235,032
Total Liabilities 33,177 39,441 286,893 250,555
31 December
Receivables from related parties arise mainly from sales transactions. Receivables do not have collateral and interest. There is no provision for receivables from related parties. Due to related parties arise mainly from purchases transaction. Other payable and loan to related parties are not interest bearing and term of prepayment.
258
259
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/67
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 26. OTHER EQUITY COMPONENTS
2011 2010
(As restated, (As restated,
see Notes see Notes
2012 2a, n, 44) 2a, n, 44)
PT Muncul Mekar shares capital - ( 898,680) ( 898,680)
PT Semarang Herbal Indo Plant
shares capital - ( 64,000) ( 64,000)
Subsidiary's dividend of MM - ( 10,000) ( 10,000)
Advance for equity
PT Semarang Herbal Indo Plant - 15,000 6,000
- ( 957,680) ( 966,680)
Value of Shares Transfer
PT Muncul Mekar - 899,749 899,749
PT Semarang Herbal Indo Plant - 109,049 109,049
Total Transfer Value - 1,008,798 1,008,798
Proforma of Transaction Entities
Under Common Control - 51,118 42,118
Value of Shares Transfer
PT Muncul Mekar 899,749 899,749 899,749
PT Semarang Herbal Indo Plant 109,049 109,049 109,049
Total Transfer Value 1,008,798 1,008,798 1,008,798
Part of Net Assets Section
Subsidiary
PT Muncul Mekar 898,006 908,006 908,006
PT Semarang Herbal Indo Plant 108,999 108,999 108,999
Total Net Asset Company 1,007,005 1,017,005 1,017,005
Difference of Restructuring Transaction
Entities Under Common Control ( 1,793) 8,207 8,207
Total Other Equity Components ( 1,793) 59,325 50,325
31 December
On 26 December 2012, the Company entered into a share purchase as many as 899,699 shares of PT Muncul Mekar from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidajat and David Hidayat, related parties. The difference between the acquisition cost and the fair value of net assets acquired amounted to Rp 8,257 is presented as Difference of Restructuring Transactions of Entities Under Common Control as part of the
equity (Note 2n).
259
260
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/68
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 26. OTHER EQUITY (Continued)
On 26 December 2012, the Company entered into a share purchase for 108,999 shares of PT Semarang Herbal Indo Plant from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidajat and David Hidayat, related parties. The difference between the acquisition cost and the value of net assets acquired amounted to Rp 49 is presented as "Difference of Restructuring Transactions of Entities Under Common Control as part of the equity (Note 2n). Under common control relationship between PT Muncul Mekar and PT Semarang Herbal Indo Plant are not temporary. There are no types and amount of benefit that occurs as a result of the under common control relationship.
27. S A L E S
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
PT Muncul Anugerah Sakti 127,913 113,641 195,889 172,740 118,855
PT Mas Asih 86,634 85,975 147,020 123,696 87,034
PT Surya Sinar Berlian 77,933 76,209 139,078 96,882 77,668
CV Muncul Anugerah Sejahtera 71,571 68,043 119,321 104,728 75,516
PT Bintang Mega Mandiri 63,330 60,031 100,441 86,506 73,377
CV Dadi Maju 61,286 61,897 107,623 89,853 80,472
PT Mulia Utama Mandiri 57,656 62,605 96,221 98,310 122,116
PT Yogya Abadi Perkasa 46,138 39,243 67,703 54,778 43,432
PT Reski Laifasto 43,963 62,187 100,746 64,800 7,042
PT Airhidup Anugerah Abadi 39,833 33,876 58,254 58,188 38,250
PT Cahayabakti Karya Serasi 38,824 36,904 76,273 77,166 -
PT Lampungmas Intisejahtera 36,128 41,366 63,714 71,277 74,453
Hidayat Suwardi 28,455 26,822 47,394 38,117 5,711
CV Muncul Anugerah Jaya 26,134 27,626 44,379 43,349 32,723
CV Sindang Laya 25,850 34,309 53,401 63,833 53,707
Bambang Soegeng 22,574 21,987 37,960 34,526 28,291
Rudy Wibisono 22,478 23,398 39,967 41,458 40,881
PT Muncul Anugerah Sejahtera 18,724 15,065 29,452 - -
PT Pelita Nusa Raya 17,949 19,006 34,838 26,595 7,823
Slamet Susanto 17,847 19,667 32,202 32,075 34,473
Carried forward 931,220 929,857 1,591,876 1,378,877 1,001,824
31 December 31 July
260
261
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/69
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 27. S A L E S (Continued)
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
31 December 31 July
Brought forward 931,220 929,857 1,591,876 1,378,877 1,001,824
Suparjan 16,939 16,557 28,852 29,203 27,273
UD Sumber Rejeki 16,471 15,415 26,758 23,077 4,833
PT Tri Havian Sejahtera 16,143 22,486 35,041 32,366 24,941
CV Lestari Mandiri Jaya 16,032 16,889 28,193 28,341 33,591
PT Karya Duta Raya 15,362 14,334 26,490 20,575 5,650
UD Mekar Sejahtera 13,899 13,665 24,299 19,691 5,893
PT Anugerah Sukses Mandiri 13,762 10,277 16,717 18,297 15,423
UD Cikarang 13,482 13,378 25,485 23,106 11,009
UD Berkah Toba Jaya 13,418 14,779 22,816 - 162
PT Gading Lestari Pharma 11,920 17,057 25,047 25,290 27,590
Rudy Ganda 11,791 17,801 26,670 35,188 39,005
CV Setia Mulia 11,783 11,001 18,582 15,297 637
UD Surya Mandiri 11,769 16,411 24,020 22,749 1,901
Samsul Ma'arief 11,572 10,276 18,350 13,164 7,561
UD Sido Makmur 11,444 12,166 17,571 8,209 -
CV Surya Timur 11,240 11,099 18,983 13,598 -
UD Cilacap Mandiri Makmur 11,124 7,177 12,010 10,244 5,452
Buntaran Tanaya 10,718 9,630 16,315 14,207 14,953
UD Mekar Lestari 9,490 8,995 15,298 11,492 1,285
CV Bryan Sentosa 9,455 8,407 13,811 6,225 -
CV Kuda Mas 9,407 8,882 16,876 13,455 9,908
Hadibru Nigeria Limited 9,272 4,376 13,157 5,505 1,209
UD Buana Jaya 9,018 9,212 16,437 16,484 3,439
PT Tata Andika Guna 8,531 8,305 14,313 14,035 3,697
PT Tata Buana Niaga 7,640 5,884 10,860 6,929 1,352
PT Raflesindo Surya Mandiri 7,026 9,523 14,509 18,308 18,244
CV Subur Jaya Lestari 6,641 8,846 13,979 11,388 4,864
Fredianto Boro Anugrah 6,669 5,917 9,959 8,555 -
PT Bintang Jaya Niaga 6,893 6,800 11,871 8,810 2,231
Carried forward 1,260,131 1,265,402 2,155,145 1,852,665 1,273,927
261
262
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/70
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 27. S A L E S (Continued)
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
31 December 31 July
Brought forward 1,260,131 1,265,402 2,155,145 1,852,665 1,273,927
CV Sehat Sejahtera 4,698 8,558 14,296 11,392 9,331
PT Global Mitra Pekanbaru 4,203 7,870 11,825 14,577 25,390
PT Mega Sari Utama 4,044 3,972 7,816 9,653 5,821
Others
(Balances below Rp 2,000) 126,779 65,732 211,212 318,546 557,070
Sub total 1,399,855 1,351,534 2,400,294 2,206,833 1,871,539
Related Parties (Note 25)
PT Hotel Candi Baru 76 27 97 50 12
Sub total 76 27 97 50 12
Total 1,399,931 1,351,561 2,400,391 2,206,883 1,871,551
Less:
Sales return (4,856) (6,678) (8,032) (8,162) (4,757)
Sales discount (1,889) (446) (692) (448) (256)
Sales - Net 1,393,186 1,344,438 2,391,667 2,198,273 1,866,538
During the seven months period ended 31 July 2013 and 31 July 2012 (unaudited), and the years ended 31 December 2012, 2011 and 2010, there is sales revenue from customers with total cumulative sales of each individual in excess of 10% of consolidated sales. Terms and conditions apply on the sale between the Company and related parties do not have terms and conditions applicable to the sales between the Company and third parties. More than 80% of sales are done by PT Muncul Mekar - subsidiary as a distributor of the products of modern and traditional herbal medicine produced by the Company. Nature and relations and transactions between the Company and its Subsidiaries with related parties are disclosed in Notes 2c and 25.
262
263
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/71
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 28. COST OF GOODS SOLD
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
COST OF GOODS SOLD
Beginning of inventory
Beginning inventory raw material
and packaging 179,720 153,191 153,191 121,601 148,173
179,720 153,191 153,191 121,601 148,173
Purchases
Raw material and packaging 718,599 768,026 1,280,495 1,205,305 1,059,086
718,599 768,026 1,280,495 1,205,305 1,059,086
End of inventory
Raw material and packaging 204,723 225,742 179,720 153,191 121,601
204,723 225,742 179,720 153,191 121,601
Direct labour 428 17,374 396 150 -
Other material 2,537 1,469 5,145 847 -
Work in process inventory
Beginning 90 90 56 2 2,536
Ending (188) - (90) (56) (2)
(98) 90 (34) (54) 2,534
Cost of goods manufactured 696,463 714,408 1,259,472 1,174,658 1,088,192
Finished goods inventory
Beginning 55,272 52,787 52,787 50,613 21,887
Net purchase - - - - -
Inventory available for sale 55,272 52,787 52,787 50,613 21,887
Others - - 6 - 11
Ending 52,261 36,838 55,272 52,787 50,613
3,011 15,949 (2,491) (2,174) (28,737)
Direct labor expenses 39,943 16,347 56,844 59,081 49,094
Overhead expenses (Note 29) 93,980 73,049 157,194 89,019 72,055
Total Cost of Goods Sold 833,397 819,753 1,471,020 1,320,584 1,180,604
31 December 31 July
263
264
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/72
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 28. COST OF GOODS SOLD (Continued)
During the seven month period ended 31 july 2013 and 31 July 2012 (unaudited) and the years ended 31 December 2012, 2011 and 2010, transactions of individual suppliers with the cumulative total purchases exceeds 10% of consolidated net purchases are as follows:
2011 2010 2011 2010
(As restated, (As restated, (As restated, (As restated,
2012 notes notes 2012 notes notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44) 2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
PT Muncul Putra Offset 100,745 96,536 174,928 168,474 196,749 13.90% 13.90% 13.60% 14.00% 18.60%
PT Muncul Armada Raya 829 11,438 2,236 480 - 0.10% 0.10% 0.20% 0.04% -
T o t a l 101,574 107,974 177,164 168,954 196,749 14.00% 14.00% 13.80% 14.04% 18.60%
T o t a l Percentage
For the year ended For the year ended
31 December 31 December
For the seven months
Period ended
31 July
For the seven months
Period ended
31 July
29. OVERHEAD EXPENSES
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Depreciation (Note 12) 24,225 15,076 36,679 28,140 22,933
Royalty expenses (Note 41) 19,597 - 33,807 - -
Factory building maintenance expenses 11,595 11,074 3,938 3,898 188
Fuel cost 9,629 11,079 17,963 14,884 9,042
Electricity expenses 6,730 6,532 12,647 11,017 6,836
Machinery maintenance expenses 6,642 4,807 5,471 11,418 8,294
Salaries and allowances 4,636 3,803 6,725 6,669 5,818
Production supplies expenses 1,809 3,266 3,184 989 3,548
Loading and unloading expenses 1,333 2,692 3,789 1,396 2,149
R e n t 1,282 9,118 15,191 3,276 180
Laboratory equipment expenses 983 - 2,400 1,492 1,570
License expenses 115 - 10,871 1,791 4,258
Others (each below Rp 1,000) 5,404 5,602 4,529 4,049 7,239
T o t a l 93,980 73,049 157,194 89,019 72,055
31 December 31 July
Royalty expense charge of 1.5% of net sales of products (Note 41).
264
265
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/73
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 30. MARKETING AND SALES EXPENSES
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Advertising and promotion expense 148,828 170,037 239,759 242,846 155,995
Loading and unloading expense 22,784 28,866 44,204 32,122 25,387
Bonus outlet 14,646 12,256 33,754 41,557 22,386
Salary and allowance 4,019 3,504 7,417 7,589 5,953
Traveling 3,949 1,715 2,269 2,447 2,938
Depreciation (Note 12) 850 268 458 492 497
Others (each below Rp 1,000) 5,760 5,902 8,829 10,559 5,443
T o t a l 200,836 222,548 336,690 337,612 218,599
31 December 31 July
31. GENERAL AND ADMINISTRATION EXPENSES
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Salary and allowance 26,415 25,517 55,364 43,225 33,950
Employment of benefit (Note 32) 5,213 146 10,228 9,210 9,870
Taxation and tax penalty 4,808 - - 11,502 73,660
Profesionall fees 3,537 328 2,392 9,776 642
Licenses 3,082 337 37 2 -
Traveling 2,206 1,001 1,882 2,516 2,288
Depreciation (Note 12) 2,085 4,211 579 547 1,003
Others (each below Rp 1,000) 19,939 19,079 9,122 24,350 10,850
T o t a l 67,285 50,619 79,604 101,128 132,263
31 December 31 July
265
266
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/74
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 32. PROVISION OF POST-EMPLOYMENT BENEFITS
Retirement Benefits The amounts recognized in the consolidated statement of financial position and the previous four-year period is determined as follows:
1 Deember
2011 2010 2010
(As restated, (As restated, (As restated,
31 July see Notes see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44) 2a, n, 44)
Present value of defined
benefit obligation 70,814 72,311 50,256 48,704 43,000
Fair value of plan assets (60,780) (47,846) (26,110) - -
Deficit / (surplus) in the plan 10,034 24,465 24,146 48,704 43,000
Experience adjustments on
plan liabilities (7,458) 11,211 (2,849) (3,353) 1,642
Experience adjustments on
plan assets (245) (367) - - -
31 December
Movements in the present value of liabilities is as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
At beginning of the year 72,311 50,256 48,704 43,000
Current service costs 4,409 9,248 6,069 6,121
Interest costs 2,039 2,601 2,348 2,936
Benefit payment (487) (1,005) (4,016) -
Actuarial gain (7,458) 11,211 (2,849) (3,353)
At the end of the year 70,814 72,311 50,256 48,704
31 December
266
267
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/75
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 32. PROVISION OF POST-EMPLOYMENT BENEFIT (Continued)
Retirement Benefits (Continued) Retirement benefits expense consists of the following components:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Current service costs 4,409 9,248 6,069 6,121
- - - -
Interest costs 2,039 2,601 2,348 2,936
Expected return on plan assets (1,843) (1,882) 1 1
Actuarial (gain)/loss 136 (549) (9) -
Past service costs - - (8) -
Amortisation of unrecognised
past service costs 472 810 809 812
T o t a l 5,213 10,228 9,210 9,870
31 December
From total charge, each included in the cost of goods sold, sales and marketing expenses, and general and administrative expenses. Movements of allowance for post-employment benefits are recognized in the consolidated statements of financial position are as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Beginning balance 8,664 19,662 40,578 30,708
Charged to the consolidated
profit or loss 5,213 10,228 9,210 9,870
Company contributions (11,334) (20,221) (26,110) -
Post-employment benefits paid (487) (1,005) (4,016) -
Ending balance 2,056 8,664 19,662 40,578
31 December
267
268
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/76
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 32. PROVISION OF POST-EMPLOYMENT BENEFIT (Continued)
Retirement Benefits (Continued) Estimation of actuarial liabilities at the date of 31 July 2013 and 31 December 2012, 2011 and 2010 are based on actuarial calculations performed by PT Jasa Aktuaria Praptasentosa Gunajasa in accordance with the report dated 13 September 2013 with the principal actuarial assumptions used are as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Discount rate 8% 6% - 6,5% 7% 9% - 9,5%
Rate of salary increase 9% 9% 9% 9%
Expected return on plan assets 8% 6.5% 7% 9%
Mortality 1% from 1% from 1% from 1% from
TMI-II TMI-II TMI-II TMI-II
1999 1999 1999 1999
Resignation level 55 years 55 years 55 years 55 years
31 December
Movements in the fair value of plan assets for pension benefits for the current year are as follows:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
At beginning of the year 47,846 26,110 - -
Expected return on plan assets 1,843 1,882 - -
Actuarial gain (245) (367) - -
Company contributions 11,334 20,221 26,110 -
Fair Value Assets Program 60,778 47,846 26,110 -
31 December
The majority of plan assets are placed in a term deposit. The expected return on plan assets is determined by considering the expected returns available on the assets underlying the current investments policy. Expected yields on fixed interest investments are based on gross redemption yields as at the reporting date. Expected returns on equity investments reflect long-term real rates of return experienced historically in the each markets.
268
269
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/77
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 33. OTHER FINANCIAL INCOME
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Interest on current account 870 182 591 330 773
Interest on time deposits 1,183 - 5,314 9,110 5,351
Interest income 41 3,053 - 1,775 529
T o t a l 2,094 3,235 5,905 11,215 6,653
31 December 31 July
34. OTHER FINANCIAL EXPENSES
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Interest from bank loan 7,147 52 38 123 3,547
Bank charges 1,502 561 666 465 313
Interest leasing - - 4 18 15
T o t a l 8,649 613 708 606 3,875
31 July 31 December
35. OTHER OPERATING INCOME
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Gain of foreign exchange 26,778 1,616 2,585 299 3,989
Gain on sale of property, plant
and equipment 9,018 140 1,980 2,173 192
Rent income 960 - 135 687 1,363
Recovery of allowance for account
receivables 956 - - - -
Insurance claim - - - - (12)
Profit from associated company - 1,753 149 1,754 -
Others 535 1,419 1,779 2,841 162
T o t a l 38,247 4,928 6,628 7,754 5,694
31 December 31 July
269
270
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/78
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 36. OTHER OPERATING EXPENSES
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Interest and tax penalties 37,029 - - - -
Management fee 1,535 - - - -
Allowance for impairment of
accounts receivable 1,355 - - - -
Inventories write-off 1,577 - - - -
Loss on foreign exchange - 4,417 2,523 2,265 3,754
Loss on disposal property, plant
and equipment - - - - 408
Others 2,036 16 34 3 191
T o t a l 43,532 4,433 2,557 2,268 4,353
31 December 31 July
37. MONETARY ASSETS AND LIABILITIES IN FOREIGN CURRENCY
As of 31 July 2013, the Company and its Subsidiaries have monetary assets and liabilities in foreign currency as follows:
28 October 2013
(Date of
Financial
Foreign 31 July 2013 statements
currency (Reporting date) completion)
ASSETS
Cash on hand and in banks
in USD 89,212 917 983
Advance payments
in USD 372,381 3,827 4,103
in EUR 192,372 2,623 2,928
Trade receivables
in USD 9,379 96 103
Investment
in USD 59,793,995 614,563 658,810
Total Assets 622,026 666,927
270
271
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/79
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 37. MONETARY ASSETS AND LIABILITIES IN FOREIGN CURRENCY
28 October 2013
(Date of
Financial
Foreign 31 July 2013 statements
currency (Reporting date) completion)
LIABILITIES
Trade payables
in USD 4,190,293 43,068 46,169
in SGD 17,728 571 158
in EUR 41,870 143 637
in JPY 96,000 10 11
Total Liabilities 43,792 46,975
Total Net Assets in Foreign Currency 578,234 619,952
38. FINANCIAL RISK MANAGEMENT
The Company and its Subsidiaries activities contains varieties of financial risks: market risk, credit risk, liquidity risk and operational risk.
a. Market Risk
The Company and its Subsidiaries are aware of the market risk arising from fluctuations in the Rupiah against the US Dollar, as well as fluctuations in interest rates on loans. Foreign Exchange Rate Risk Changes in exchange rates impact the results of operations and cash flows of the Company and its Subsidiaries. Some capital expenditures and trade payables of the Company and its Subsidiaries are denominated in US Dollar, while most of the revenues of the Company and its Subsidiaries are denominated in Rupiah. To mitigate the risk of exposure to fluctuations in currency exchange rates, the Company observe of the currency exchange rates continously, particularly the United States Dollar. The Company and its Subsidiaries manage payment of trade payables and other payables arising from capital expenditures in order to obtain relatively favorable exchange rate. Indonesia economic condition is affected by the instability of the global economy which potentially impacts However, considering that most of the operations of the Company are denominated in Rupiah and transactions of the import-export activities in foreign currencies, particularly the United State Dollar is less material, then the market risk of the transaction does not significantly s operating performance.
271
272
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/80
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 38. FINANCIAL RISK MANAGEMENT (Continued)
a. Market Risk (Continued) Foreign Exchange Rate (Continued) On 23 February 2013, the Company and its Subsidiaries also invest in United States Dollar (see Note 10, Investments). Returns from these investments are in dividends. The expected investment along with the return can reduce the impact of fluctuations in United States Dollar exchange rate. Management believes that the Company and its Subsidiaries have automatically protected itself against foreign exchange risks. Most of the revenues of the Company and its Subsidiaries is the price, billed and paid in Rupiah. Most of the cost of revenue, operating expenses, including shipping costs, sales commissions, shipping and anchored costs, and capital expenditures are in Rupiah as well. All long-term loans are redominated in Rupiah, but there are some costs and expenses in foreign currencies such as United State Dollars, Singapore Dollars and Euros. Because of production costs are paid in cash with Rupiah and there are no significant purchases in foreign currencies, strengthening against the USD and SGD can cause increased operating income, while the weakening Rupiah against the USD and SGD can lead to decreasing operating income. The table below shows the impact as a result of an increase/decrease of 5% in foreign currency exchange rates considering to other factors are remained constant.
USD SGD EUR JPY
Profit or loss 28,817 7 103 1
Interest Rate Risk The Company and its Subsidaries are subject to interest rate risk caused by rate changes on loan. Loan is an alternative of the Company to manage its capital structure. The Company currently only has a loan facility from BCA with the capital rate. The Company currently only has a loan facility from BCA with a fixed interest rate, which is 8.5% per annum. Accordingly the exposure to the risk of interest rate fluctuations is small because the loan interest rate which currently owned is fixed.
272
273
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/81
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 38. FINANCIAL RISK MANAGEMENT (Continued)
a. Market Risk (Continued)
Interest Rate Risk (Continued) Profile of the Company s long-term financial liabilities are as follow:
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Company's long-term liabilities
Loan to shareholders - - 252,898 235,032
Long-term debt,
net of current portion:
- B a n k - - 83 583
- Finance leases - - 4 243
T o t a l - - 252,985 235,858
31 December
b. Credit Risk
The Company and its Subsidiaries are exposed to credit risk primarily from deposits in banks, trade receivables, other receivables and investments. Risk of matured receivables but not impaired at 31 July 2013 were small because debtor had a good experience with the Company and its Subsidiaries. Credit Quality of Financial Assets The Company manages credit risk exposed from its deposits with banks and derivatives receivables by monitoring reputation, credit ratings and limiting the aggregate risk to any individual counterparty. In respect of credit exposures given to customers, the Company and its Subsidiaries assign general terms and conditions of credit facility to customer. Additional security is also required in certain circumstances such as advance payment for export sales. Common types used are bank guarantee and cash collateral. Management believes in its ability to control and sustain minimal exposure of credit risk. The maximum credit risk exposure at the reporting date is as follows:
273
274
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/82
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 38. FINANCIAL RISK MANAGEMENT (Continued)
c. Credit Risk (Continued)
Credit Quality of Financial Assets (Continued)
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Cash and cash equivalent 26,122 410,731 121,574 277,316
Restricted fund - - - 5,558
Trade receivables - third parties 300,553 260,923 207,725 167,098
Other receivables - third parties 349 312 77 235
Prepaid tax 2,502 1,140 2,254 1,580
Prepaid expense and advance
payment 10,979 10,750 25,116 14,947
Investment in associates company - 101,903 101,754 -
Investments 614,623 - - -
T o t a l 955,128 785,759 458,500 466,734
31 December
As of 31 July 2013, trade receivables amounted to Rp 189,241 was not yet due but not impaired and will be matured in the next 30 days. Risk of trade receivables past due but not impaired at 31 July 2013 were insignificant because the debtor had a good experience with the Company and its Subsidiaries. As of 31 July 2013, trade receivables amounted to Rp 72,188 were past due but not impaired and will be matured in the next 90 days. It is related to a number of customers who do not have a history of payment failure.
c. Liquidity Risk
Liquidity risk arises in situations where the Company and its Subsidiaries have difficulties in obtaining funding sources to fund their working capital and capital expenditure. Liquidity risk also arises in situations where there is mismatch between the funding sources and any obligations that have matured. The Company and its Subsidiaries mitigate liquidity risk by analyzing the cash flows availability as well as their funding structure.
274
275
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/83
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 38. FINANCIAL RISK MANAGEMENT (Continued)
c. Liquidity Risk (Continued) Liquidity risk arises in situations where the Company and its Subsidiaries have difficulties in obtaining funding. Liquidity risk management are maintaining sufficient cash and cash equivalents balance. The Company and its Subsidiaries manages liquidity risk by continuously monitoring actual and forecast cash flows and monitor the maturity profiles of financial assets and liabilities. The Company monitors forecasts of the liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company fulfill the borrowing limits or covenants on any of its borrowing facilities. Those forecasting takes into consideration tSubsidiaries financing plans and covenant compliance. The following table shows maturity analysis of financial liabilities into relevant maturity groupings based on their contractual maturities for all financial liabilities where the contractual maturities are essential for an understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows (including principal and interest payment).
Carrying Contractual
amount cash flow
Less than one year 70,000 70,000
Between one and two years - -
More than two years - -
T o t a l 70,000 70,000
2 0 1 3
d. Operational Risk
Operational risk is the risk of losses caused by inadequate or failure of internal processes, errors due to human factors and systems or from external events. These risks are inherent in all business processes, operations, systems and services of the Company and its Subsidiaries. The Company continues to perform risk management in its operations by implementing mitigations related to existing risks and enables experienced by the Company during the course of its business. The mitigations related to the Company business are as follow:
275
276
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/84
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 38. FINANCIAL RISK MANAGEMENT (Continued)
d. Operational Risk (Continued)
The Company continues to maintain a good relationship with all stakeholders, including
good relationships with suppliers of raw materials.
The Company continues to transfer knowledge to other management and sustainable regeneration to maintain the internal continuity of their business.
products. In addition, with the consistency of the selection and proper use of raw materials, both in types, quantity and quality, the Company believes that it can produce herbs and other superfine products so capable to face the competitive competition.
The Company always carefully develops the concept, theme, selects talent and media and the right time to conduct the marketing campaign in accordance with the character of the product and its market target.
The Company regularly repairs and maintains machinery and equipment so if there is damage then it can be anticipated as soon as possible. In some important parts the Company always prepare backup capacity.
The Company is continuously monitoring and testing of quality and regularly keeping a
sample of each batch of production for 3 years.
The Company conducts a necessary training to maintain and improve the expertise and skills of its human resources so that the Company can maintain the quality of products sold by the Company are expected to contribute positively for the performance of the Company.
The Company has implemented a comprehensive risk management, designed the plant
and infrastructure facilities as well, in addition the Company is also insuring the building and factory facilities with insurance.
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES The fair value of financial assets and liabillitas are estimated for purposes of recognition and measurement or for disclosure purposes.
with the following fair value hierarchy:
a. Quoted (unadjusted) prices in active markets for identical assets or liabilities (Level 1);
276
277
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/85
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES (Continued)
with the following fair value hierarchy: (Continued) b. Inputs other than market quotations included within Level 1 that are observable for the
asset or liability, either directly (for example, prices) or indirectly (for example, derivatives prices) (Level 2); and
c. Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The Company financial assets and liabilities measured and recognized at fair value (Level 2) are derivative payables and receivables. The fair value of financial instruments traded in active market is determined based on quoted market prices at the reporting date. The quoted market price used for financial assets is the Company s bid price, while for financial liabilities using the ask price. These financial instruments are included in level 1. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The techniques use observable and available market data, and refers to a minimum estimate. If all significant inputs in the fair value are observable, these financial instruments are included in level 2. If one or more significant input are not based on observable market data, then the instruments are included in level 3. Input other than market quotations price included within Level 1 that are observable for the asset or liability, either directly (for example, prices) or indirectly (for example, derivatives prices) (Level 2). The tabel below represents assets and liabilities of the Company measured at fair value as of 31 July 2013:
Level 1 Level 2 Level 3
Available-for-sale financial assets - 614,563 -
31 July 2013
Certain valuation techniques used to determine the value of financial instruments included: Usage price obtained by exchange or securities for similar instrument and; Other technic such as analitycal discounted cash flow used to determine other value of
financial instrument.
277
278
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/86
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES (Continued)
The table below describes carrying value and fair value of financial assets and liabilities:
Book value Fair value Book value Fair value
Financial Assets
Cash and cash equivalent 26,122 26,122 410,731 410,731
Trade receivables - Third parties 300,553 300,553 260,923 260,923
Other receivables - Third parties 349 349 312 312
Investments 614,623 614,623 - -
Total Financial Assets 941,647 941,647 671,966 671,966
Financial Liabilites
Short-term bank loan 112,339 112,339 298,797 298,797
Trade payables - Third parties 110,740 110,740 192,776 192,776
Other payables - Third parties 21,537 21,537 48,041 48,041
Accrued expenses 1,846 1,846 19,440 19,440
Advance from customers 694 694 960 960
Total Financial Liabilities 247,156 247,156 560,014 560,014
31 July 2013 31 December 2012
Carrying Fair Carrying Fair
amount value amount value
Financial Assets
Cash and cash equivalent 121,574 123,089 277,316 277,316
Restricted fund - - 5,558 5,558
Trade receivables - Third parties 207,725 207,933 167,098 167,098
Other receivables - Third parties 77 77 235 235
T o t a l 329,376 331,099 450,207 450,207
Financial Liabilities
Short term bank loan 139 139 - -
Trade payables - Third parties 124,174 124,174 84,324 84,324
Other payables - Third parties 235 235 5,554 5,554
Accrued expenses 55,508 55,508 17,876 17,876
Advances payments 35,246 35,246 179 179
Loan to shareholders 252,898 252,898 235,032 235,032
Long term loan 87 87 826 826
T o t a l 468,287 468,287 343,791 343,791
(As restated, see Notes 2a, n, 44) (As restated, see Notes 2a, n, 44)
31 December 2011 31 December 2010
Fair value of most of financial assets and liabilities equals to carrying amount due to unsignificantly discounted impact.
278
279
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/87
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 40. EARNING PER SHARE
For the period of 7 (seven) months ended 31 July 2013 and 2012 (unaudited) and the years ended 31 December 2012, 2011, and 2010 net income used to calculate earnings per share each is Rp 207,999, Rp 190,952, Rp 387,538, Rp 339,935, Rp 237,169, respectively. Weighted average number of shares for the period of 7 (seven) months ended 31 July 2013 and 2012 (unaudited) and the year ended 31 December 2012, 2011, and 2010 each are 13,500,000,000, 36,000, 1,130,000, 36,000 and 36,000 shares, respectively.
41. AGREEMENTS AND COMMITMENTS Principal Agreement PT Muncul Mekar On 19 February 2006, the Company signed an agreement with PT Muncul Mekar in which the Company appointed PT Muncul Mekar to act as a distributor of all the products that have been there or will be produced in the future include herbal powders, liquid herbs, herbal instant and nature blessing. This agreement has a term of 19 February 2006 to 19 February 2011 and may be extended again for taking the time and with the requirements that will be specified later (Note 25). On 19 February 2011, the Company signed extension of the agreement until 19 February 2016. Compensation related to the agreement on the deal is the difference in the selling price of goods to customers with the purchase price of the Company. PT Semarang Herbal Indo Plant On 23 November 2011, the Company signed Manufacture Agreement with PT Semarang Herbal Indo Plant for extraction process. Period for this Agreement is unlimited. Compensations given for this Agreement amounting to Rp 20,000 per kilogram extraction. PT Muncul Putra Offset On June 1, 2013, the Company entered into a lease agreement with PT Muncul Putra Offset. Under the agreement, the Company leases a building located on Jl. Soekarno Hatta Km 28, Klepu, Bergas, Kabupaten Semarang, Central Java in the 12-month period amounted to Rp 300. On July 17, 2013, the Company signed an agreement with PT Muncul Putra Offset in the form of purchases of goods and services packaging manufacturing packaging products Company. Has been compared with other suppliers. The agreement valid from 1 March 2013 and can be terminated with 30 days notice of the party will end before the effective date of termination (Note 25).
279
280
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/88
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 41. AGREEMENTS AND COMMITMENTS (Continued)
PT Muncul Putra Offset (Continued) Purchases of goods and services packaging manufacturing packaging products are based on the price agreed in the purchase order where the price and quality of goods and services have been compared with other suppliers. On 31 July 2013, 31 December 2012, 2011 and 2010, the total payment for PT Muncul Putra Offset amounting Rp 100,745, Rp 174,928, Rp 168,474 and Rp 196,749. PT Muncul Armada Raya On 29 September 2012, the Company signed Cooperation Agreement on Advertising Stickers Box Panel Installation with PT Muncul Armada Raya. Based on the agreement, the Company can attach a sticker box panel in 57 units of box cars in a period of 1 year at a cost of Rp 132.5 per year. On 17 July 2013, the Company signed an agreement with PT Muncul Armada Raya in the transportation of products and services of raw materials the Company. The agreement valid from 1 March 2013 and can be terminated with 30 days notice of the party will end before the effective date of termination (Note 25). Service usage and transportation of raw material products the company is based on agreed prices where the price of such services has been compared with other suppliers. On 31 July 2013, 31 December 2012, 2011 and 2010, all payments to PT Muncul Armada Raya amounting of Rp 10,644, Rp 11,438, Rp 18,538 and Rp 16,704. Unit Usaha Kopaja Advertising On September 2012, the Company signed Cooperation Agreement on Advertising Full Body Painting Kopaja Bus with Unit Usaha Kopaja Advertising. Based on the agreement, the Company can set full body painting advertisements on 10 units bus within 1 year period since the stated date or bus operates with cost of Rp 427.5 per year. I Gusti Agung Rai Kusuma On 10 December 2012, the Company entered into a Cooperation Agreement with I Gusti Agung Rai Kusuma as models immortalized by way of shooting, shooting video / film and sound recorded for charging that will be used by the Company for promotion products Kuku Bima Ener-G Sido Muncul. The amount paid for the contract value amounting to Rp 170 per contract. Agreement validity period is 1 year from the date of 15 December 2012 until 14 December 2013. Positif Art Management On 29 January 2013, the Company entered into a Cooperation Agreement with Positive Art Management of Model Promotional Advertising Products Coffee Ginger Sido Muncul. The agreement for the loading / broadcast advertising campaign in the media is valid for 1 year from the date of 19 December 2012 until 19 December 2013 with an agreed honorarium amounting to Rp 400.
280
281
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/89
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 41. AGREEMENTS AND COMMITMENTS (Continued)
PT Gebyar Komunikasi On 10 Desember 2012, the Company signed cooperation agreement with PT Gebyar Komunikasi. Based on the agreement, the Company can set billboards in LED Videotron located at Jalan Yos Sudarso Simpang Baloi Lubuk Baja in the period from 2 August 2012 until 2 August 2013 at cost of Rp 600. PT Muncul Anugerah Sakti On 3 January 2013, the Company entered into a lease agreement with PT Muncul Anugerah Sakti. Under the agreement, the Company as the lessor, agreed to lease 8 units to PT Muncul Anugerah Sakti amounting Rp 600 with a period of 12 months commencing from 1 January 2013 until 31 December 2013. PT Dasa Tri Manunggal Company entered into a lease agreement in the form of PT Dasa Tri Manunggal contract hire cars and motorcycles for the Company's operations as many as 20 cars and 6 motorcycles with the amount of rent per year is Rp 1,625. Year lease period from September 2012 to October 2014 (Note 25). Universal Ventures Fund, SCC On 1 February 2013, the Company signed an investment agreement with Universal Ventures Fund, SCC. Universal Ventures Fund, SCC is a company established under the laws of Barbados who has a license to run a business based on Mutual Funds Act, CAP 320 B of the Laws of Barbados. Based on the agreement, the Company agreed to invest in 249,500 shares of K class shares or worth USD 24.95 with the cost of the management fee to be paid in advance by 0.2% or the amounted to USD 50,000 per year. PT Merdeka Sandisurya Companies buy and sell units of non-residential apartment units in office buildings in accordance with the Sale and Purchase Agreement No. 01/PPJB.1601/IX-2011 on 3 October 2011. The office building is located on Jl. Pandanaran No. 30, Semarang Floor 16, an area of 1,091.76 m2 (in full amount) with a selling price of Rp 17,468 and installment payments for 23 times every 1st date with a nominal value of Rp 738. Royalty Agreement On 10 October 2012, the Company signed an agreement with David Hidayat as the authorized on behalf of himself and oral authorized from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat, Johan Hidayat and Sandra Linata Hidayat. Based on Extraordinary Shareholders General Meeting on 9 November 2012, the Company agreed to provide royalty to Hifamily. Provision of royalty amounted to 1.5% of net product sales sold by the Company. The basis upon which royalties are the result of the General Meeting of Shareholders, which percentage is lower than generally accepted.
281
282
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/90
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 42. SEGMENT INFORMATION
In making decisions by management, the Company and its Subsidiaries are classified into business units based on primary segmentation in the form of production and distribution segments. The Company segment informations based on primary segmentation are as follow:
Herbal Energy Beverage and Healthy
medicine drink confectionery drink Others T o t a l
S a l e s 568,584 602,987 182,493 27,560 11,562 1,393,186
Cost of goods sold (190,788) (475,587) (153,987) (11,052) (1,983) (833,397)
Gross profit 377,796 127,400 28,506 16,508 9,579 559,789
Operating expenses 268,121
Operating income 291,668
Financial income/
(expenses) (6,555)
Other income/
(expenses) (5,285)
Profit before income tax 279,828
Income tax expenses (77,613)
Other comprehensive
income 5,784
Net Income 207,999
Segment assets 1,908,539
Segment liabilities 326,189
31 Juli 2013
282
283
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/91
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 42. SEGMENT INFORMATION (Continued)
Herbal Energy Beverage and Healthy
medicine drink confectionery drink Others T o t a l
S a l e s 785,253 1,266,185 266,666 59,149 14,414 2,391,667
Cost of goods sold (272,676) (944,942) (225,290) (25,110) (3,002) (1,471,020)
Gross profit 512,577 321,243 41,376 34,039 11,412 920,647
Operating expenses (416,294)
Operating income 504,353
Financial income/
(expenses) 5,197
Other income/
(expenses) 4,071
Profit before income tax 513,621
Income tax expenses (126,083)
Net Income 387,538
Segment assets 2,150,999
Segment liabilities 846,348
31 Desember 2012
Herbal Energy Beverage and Healthy
medicine drink confectionery drink Others T o t a l
S a l e s 586,722 1,339,653 229,729 32,282 9,887 2,198,273
Cost of goods sold (174,614) (937,984) (192,872) (13,166) (1,948) (1,320,584)
Gross profit 412,108 401,669 36,857 19,116 7,939 877,689
Operating expenses (438,740)
Operating income 438,949
Financial income/
(expenses) 10,609
Other income/
(expenses) 5,486
Profit before income tax 455,044
Income tax expenses (115,109)
Net Income 339,935
Segment assets 1,168,658
Segment liabilities 633,314
31 Desember 2011
283
284
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/92
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 42. SEGMENT INFORMATION (Continued)
Herbal Energy Beverage and Healthy
medicine drink confectionery drink Others T o t a l
S a l e s 482,523 1,201,982 139,762 30,068 12,203 1,866,538
Cost of goods sold (162,610) (880,091) (122,669) (12,647) (2,587) (1,180,604)
Gross profit 319,913 321,891 17,093 17,421 9,616 685,934
Operating expenses (350,862)
Operating income 335,072
Financial income/
(expenses) 2,778
Other income/
(expenses) 1,341
Profit before income tax 339,191
Income tax expenses (102,022)
Net Income 237,169
Segment assets 890,202
Segment liabilities 543,793
31 December 2010
43. CAPITAL MANAGEMENT
The objectives of the Company and its Subsidiaries manage capital are to maintain the Company and its Sshareholders and other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company and its Subsidiaries are actively and regularly examining and managing the capital structure to ensure the capital structure and the optimal returns to shareholders, considering the future capital requirements and the capital efficiency of the Company and its Subsidiaries, the profitability of the present and future, current projections cash operations, projected capital expenditures and projected strategic investment opportunities. As generally accepted practice, the Company and its Subsidiaries evaluate the capital structure through debt-to-equity ratio (gearing ratio) is calculated by dividing the net debt to equity. Net debt is total liabilities as presented in the consolidated statement of financial position reduced with cash and cash equivalents. While covering the entire equity capital attributable to equity holders of the Company. As of 31 July 2013, 31 December 2012, 2011 and 2010, the ratio calculation is as follows:
284
285
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/93
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 43. CAPITAL MANAGEMENT (Continued)
2011 2010
(As restated, (As restated,
31 July see Notes see Notes
2013 2012 2a, n, 44) 2a, n, 44)
Total liabilities 326,189 846,348 633,314 543,793
Less: cash and cash equivalents (26,122) (410,731) (121,574) (277,316)
Net payable 300,067 435,617 511,740 266,477
Total equity 1,582,350 1,304,651 535,344 346,409
Debt to Capital Ratio 0.19 0.33 0.96 0.77
31 December
There are capital requirements for loans to PT Bank Central Asia Tbk to meet the debt-to-equity ratio within a maximum of 2 times. The company still meets the requirements.
The consequences of non-compliance of external capital requirements, if the non-compliance has been expressed as follows: a. If there is failure as follows :
Company failure to pay the debt on time and in the way as specified in the Credit Agreement, in which case the due has given a valid and sufficient evidence that the Company had ignored its obligations;
The Company is neglected or not meeting the requirements or provisions referred to in Article 13 and Article 14 or other provisions in the Credit Agreement and other agreements in accordance with the Credit Agreement, either existing or to be made in the future;
Collateral Provider neglects its obligations under the Collateral Documents;
Collateral has declared as negligence by the BCA; The Company uses Credit Facility departures from the intent and purpose of its use; According to the BCA assessment, financial condition, bonafidity and solvency of the
The Company and/or Collateral providers filed for bankruptcy or declared bankrupt or
filed a suspension of debt payments or for any reason are no longer be eligible to manage and control the assets of the Company and/or Collateral providers;
Most or all of the assets of the Company and/or collaterals seized due to litigation or dispute that could materiallobligations under the Credit Agreement and/or the Collateral Documents;
285
286
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/94
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 43. CAPITAL MANAGEMENT (Continued)
The consequences of non-compliance of external capital requirements, if the non-compliance has been expressed as follows: (Continued)
Collateral provided by the Company and/or Collateral providers is destroyed,
diminishing its value or seized others either partially or wholly or because of something is ended its entitlement;
An agreement was made Collateral submitted by the Company and/or the collateral provider to BCA or an information or statements given to the BCA, including but not limited to the statements contained in article 12 of the Credit Agreement, prove to be incorrect;
The Company involved in the case in which the Court as a judgment from BCA can cause the Company and/or Guarantor pay compensation and/or other payments that could
The Company violates of any provision of applicable law or regulations which could
result in the Company's business license revoked and/or directly or indirectly affect the
The inclusion of any request from the other party to the Company to be declared bankrupt or to the designated person/other parties to control the assets of the Company and such things can not be resolved by the Company within 30 (thirty) days from the date of filing of the petition or the appointment;
The Company is dismissed or liquidated; The Company failed to meet its obligations under the credit agreement or other
agreement with any name that is also signed by the Company with the BCA and/or with other parties;
Other Debtors failed to meet its obligations under the Other Debtor Credit Agreement and the other agreements in accordance with the Credit Agreement Other Debtors, or to the credit agreement or other agreement with any name which is signed by Other Debtor with the Bank and/or other parties that existed and will be made in the future; the parties declare not applicable of article 1266 of the Civil Code, particularly concerning necessity to apply for cancellation of the agreement by the District Court and BCA rightfully stated maturity debt immediately and must be paid in full at the same time by Company without regard to the provisions of the BCA Debt as defined in
arising from the Credit Agreement remain shall be filled.
b. If the Company is obliged to perform an obligation based on the Credit Agreement within a specified time and the Company failed to execute then with the passed time is a valid and
ummon) is not necessarily needed or other similar securities as well and also warning letter from the seizor.
c. If the debt to maturity referred to Credit Agreement points above so BCA is entitled to exercise its rights as a creditor to obtain debt repayment by execute his rights against the Company and/or its assets, including but not limited to the exercise of rights BCA to the Collateral and/or the Guarantor and the Collateral Documents by Deed Granting Guarantee.
286
287
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/95
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 44. RESTATEMENT AND ACCOUNT RECLASIFICATION OF FINANCIAL STATEMENTS
As described in Note 2a, effective on 26 December 2012, the Company completed the purchase of shares in PT Muncul Mekar and PT Semarang Herbal Indo Plant as much as 99.99% of the shareholders. The transaction, in accordance to SFAS No. 38 on Accounting for Restructuring Transactions Entities Under Common Control, accounted for using the pooling-of-interest method. Thereby, the consolidated financial statements for the years ended 31 December 2011 and 2010 have been restated as if the PT Muncul Mekar and PT Semarang Herbal Indo Plant have joined the Company since the beginning of the periods presented.
The Company has restated the consolidated financial statements, which have been previously published, as of and for date and for the years ended 31 December 2011 and 2010 and the consolidated statements of financial position at 1 January 2010 to reflect adjustments related to the adoption of Statement of Financial Accounting Standards specified that became effective on 1 January 2012, retrospectively.
In accordance with SFAS No. 38 (Revised 2004), the Company has restated accounts in the consolidated financial statements for the years ended 31 December 2011 and 2010 are amended as follow:
Impact of
adjusted
As recorded accounting
As restated *) previously policy
Statement of financial position
Current assets 743,798 704,053 39,745
Non-current assets 424,860 359,349 65,511
Total Assets 1,168,658 1,063,402 105,256
Liabilities and Equity
Current liabilities 360,667 357,000 3,667
Non-current liabilities 272,647 293,714 (21,067)
Equity 535,344 412,689 122,655
Total Liabilities and Equity 1,168,658 1,063,403 105,255
31 December 2011
*) Including the carrying amount of assets and liabilities PT Muncul Mekar and PT Semarang Herbal Indo Plant after elimination.
287
288
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/96
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts presented by the Company and its Subsidiaries for a more precise presentation has the following details:
PT SemarangPT Muncul Herbal
Mekar Indo Plant
Statement of financial position
Current assets 254,970 3,180
Non-current assets 13,380 55,589
Total Assets 268,350 58,769
Liabilities and Equity
Current liabilities 217,356 2,033
Non-current liabilities 4,884 160
Equity 46,110 56,576
Total Liabilities and Equity 268,350 58,769
31 December 2011
Impact of
adjusted
As recorded accounting
As restated previously policy
Statement of comprehensive income
S a l e s 2,198,273 2,077,892 120,381
Cost of goods sold and direct expenses (1,320,584) (1,317,031) (3,553)
Gross Profit 877,689 760,861 116,828
Sales and marketing expenses (337,612) (260,206) (77,406)
General and administrative expenses (101,128) (103,403) 2,275
Other financial income 11,215 10,885 330
Other financial expenses (606) (487) (119)
Other operating income 7,754 6,980 774
Other operating expenses (2,268) (455) (1,813)
Profit Before Income Tax 455,044 414,175 40,869
Income Tax
Current tax 110,505 107,237 3,268
Deferred tax 4,604 1,676 2,928
Total Income Tax Expenses 115,109 108,913 6,196
Profit Before Comprehensive Income 339,935 305,262 34,673
31 December 2011
288
289
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/97
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts presented by the Company and its Subsidiaries for a more precise presentation has the following details:
Impact of
adjusted
As recorded accounting
As restated previously policy
31 December 2011
Profit Before Comprehensive Income (Continued) 339,935 305,262 34,673
Other comprehensive income - - -
Profit for the year atributable to:
The owner of parent 339,935 305,262 34,673
Non-controling interest 0.02 - 0.02
T o t a l 339,935 305,262 34,673
Impact of
adjusted
As recorded accounting
As restated *) previously policy
Statement of financial position
Current assets 639,127 596,735 42,392
Non-current assets 251,075 197,700 53,375
Total Assets 890,202 794,435 95,767
Liabilities and Equity
Current liabilities 267,357 257,221 10,136
Non-current liabilities 276,436 273,140 3,296
Equity 346,409 264,074 82,335
Total Liabilities and Equity 890,202 794,435 95,767
31 December 2010
*) Including the carrying amount of assets and liabilities PT Muncul Mekar and PT Semarang
Herbal Indo Plant after elimination.
289
290
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/98
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts are restated by the Company and its Subsidiaries for a more precise presentation as follows:
PT SemarangPT Muncul Herbal
Mekar Indo Plant
Statement of financial position
Current assets 187,398 5,970
Non-current assets 13,269 50,334
Total Assets 200,667 56,304
Liabilities and Equity
Current liabilities 166,223 5,121
Non-current liabilities 3,292 4
Equity 31,152 51,179
Total Liabilities and Equity 200,667 56,304
31 December 2010
Impact ofadjusted
As recorded accountingAs restated previously policy
Statement of comprehensive income
S a l e s 1,866,538 1,782,681 83,857
Cost of goods sold and direct expenses (1,180,604) (1,180,702) 98
Gross Profit 685,934 601,979 83,955
Sales and marketing expenses (218,599) (167,495) (51,104)
General and administrative expenses (132,263) (119,179) (13,084)
Other financial income 6,653 6,334 319
Other financial expenses (3,875) (3,694) (181)
Other operating income 5,694 1,597 4,097
Other operating expenses (4,353) (454) (3,899)
Profit Before Income Tax 339,191 319,088 20,103
Income Tax
Current tax (104,798) (99,141) (5,657)
Deferred tax 2,776 2,484 292
Total Income Tax Expenses (102,022) (96,657) (5,365)
Profit Before Comprehensive Income 237,169 222,431 14,738
31 December 2010
290
291
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/99
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Restatement (Continued)
Some accounts are restated by the Company and its Subsidiaries for a more precise presentation as follows:
Impact of
adjusted
As recorded accounting
As restated previously policy
31 December 2010
Profit Before Comprehensive Income (Continued) 237,169 222,431 14,738
Other comprehensive income - - -
Total Other Comprehensive Income 237,169 222,431 14,738
Profit for the year atributable to:
The owner of parent 237,169 222,431 14,738
Non-controling interest 0.01 - 0.01
237,169 222,431 14,738
45. NON-CASH ACTIVITIES
2011 2010
(As restated, (As restated,
2012 see Notes see Notes
2013 (unaudited) 2012 2a, n, 44) 2a, n, 44)
Additional property, plant and equipment
through financial lease loans - - - - 581
Additional property, plant and equipment
advances payment and other payables - - 1,972 14,727 15,824
Advances for purchase of property, plant
and equipment 3,481 - 5,110 2,327 -
31 July 31 December
291
292
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/100
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 46. EVENTS AFTER THE REPORTING PERIOD
1. Based on Notarial Deed No.33 from Fathiah Helmi, SH, Notary in Jakarta dated 18 September 2013 regarding statements of mutual agreement of all the Company shareholders of PT Industri Jamu dan Farmasi Sido Muncul Tbk, the shareholders has been convicted to approve of several things among others:
a. Changes of entire Article of Association of the Company among others:
Agreed to change status of the Company from Unlisted Company to Listed Company To confirm to Bapepam and LK Regulation Number IX J.1 Attachment of the Decision
of Chairman of Bapepam-LK Number: KEP-179/BL/2008 dated 14 May 2008 in regard to the Fundamentals of the Articles of Association of the Company to perform public offering of equity and public company;
Approved the amendment of Article 4, paragraph 1 of the Company's increase the authorized capital of the Company of Rp 4,500,000,000,000 (in Rupiah full amount) consists of 45,000 shares, with nominal value of Rp 100 (in Rupiah full amount) to Rp 5,000,000,000,000 (full Rupiah) consist of 50,000,000,000 (full amount) shares, with nominal value of Rp 100 (in rupiah full).
b. Approved the issuance of shares of the Company maximum of to 15,000,000,000 new shares (full amount) with a nominal value of Rp 100 (in Rupiah full amount) offered at an offer price regarding to applicable laws and regulations, including regulations of
shares will be listed. c. Approved the allocation of shares maximum of 10% of total issuance of new shares, in
order to Employee Stock Allocation (ESA) program with respect to Bapepam-LK or Otoritas Jasa Keuangan (OJK) regulations and the Stock Exchange Regulations.
d. Approved to authorize the Board of Directors the Company to carry out all necessary
actions in accordance with IPO (Initial Public Offering), including but not limited to:
Establish the use of funds raised through public offering; Register the shares of the Company at Collective Custody in accordance with
Indonesian Central Securities Custodian regulations; Record all the issued and fully paid shares of the Company to the Stock Exchange.
e. Approved to provide authority to the Board of Commissionaire of the Company to:
- Determine the certainty of issued shares through Initial Public Offering to the society; - Stated in notarial deed regarding to increase issue and paid-in capital Company as
a realization of the issuance shares that have been issued in the Initial Public Offering after completed;
f. Received and approve the resignation of Mr. Ray Nugraha Yoshuara commencing
15 September 2013.
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These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/101
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 46. EVENTS AFTER THE REPORTING PERIOD (Continued)
g. Approved to changes in the composition of the Board of Directors and Board of
Commissioners as follows:
Board of Directors
President Director : Irwan Hidayat
Director : Sofyan Hidayat
Director : David Hidayat
Unaffiliated Director : Revi Firmansjah
Board of Commissioners
President Commissioner : Sigit Hartojo Hadi Santoso
Commissioner : Johan Hidayat
Independent Commissioner : Budi Setiawan Pranoto
The changes of authorized capital has been approved by the Ministry of Law and Human Rights of the Republic of Indonesia No. AHU-49566.AH.01.02.Tahun 2013 dated 24 September 2013.
2. In accordance with the promissory notes dated 19 September 2013, the Company and
PT Hotel Candi Baru (HCB) in which the company's accounts receivable to HCB amounting Rp 87,975,415,277. Such receivable bears interest rate appropriate with interest rate from Goverment Bank and will be paid after the date of 31 December 2013 as agreed by both parties.
3. In accordance with the Letter of Recognition Debt dated 20 September 2013 between the Company and PT Daya Cipta Tiara (DCT), wherein DCT has paid all the receivable on 9 October 2013.
4. The Company have received Underpayment Tax Assessment Letter of Income Tax
Article 21 No. 00072/201/11/ 511/13 dated 12 July 2013 for the tax period of January to December 2011 amounted to Rp 86,5.
5. Base on Initial Public Offering Registration Statement Letter No. 031/IPO/X/2013 dated 10 October 2013, the Company filed a Registration Statement for Initial Public Offering. Until the completion date of the consolidated financial statements as of 31 July 2013, the public offering statement is still in the process of obtaining an effective statement from the OJK.
6. The Company's receivables to PT Gasindo Mekar Putra amounting to Rp 1,810,000,000
already paid on 25 September 2013.
7. Based on statements from the management on 21 October 2013, the Company will redeem the investment at Universal Ventures Fund SCC in the near future or at the latest on 30 June 2014.
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These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/102
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED 31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated) 47. REISSUANCE OF CONSOLIDATED FINANCIAL STATEMENTS
We previously have published the Independent Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 regarding the consolidated financial statements of PT Industri Jamu dan Farmasi Sido Muncul Tbk and its Subsidiaries as of 31 July 2013, 31 December 2012, 2011 and 2010 and for the seven months period ended 31 July 2013 and the years ended 31 December 2012, 2011 and 2010, in connection with the redeem of the Company and its Subsidiaries investment (Notes 10 and 46) then we has reissued the consolidated financial statements. We have also reissued the Independent Auditor's Report No.793/4-S114/ISW-3/07.13/R dated 23 October 2013 regarding the consolidated financial statements of PT PT Industri Jamu dan Farmasi Sido Muncul Tbk and Subsidiaries dated 31 July 2013, 31 December 2012, 2011 and 2010 and for the seven months period ended 31 July 2013 and the years ended 31 December 2012, 2011 and 2010, with respect to examination result from Otoritas Jasa Keuangan (OJK) dated 24 October 2013 regarding the registration statement in the Initial Public Offering of the Company, hence we reissued to the financial presentation and disclosures with some changes in the notes 2a, 5, 6, 10, 12, 16, 17, 23, 25, 26, 29, 41, 44, 45 and 46 on such consolidated financial statements.
48. COMPLETION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The management of the Company is responsible for the preparation of these consolidated financial statements that were completed on 28 October 2013.
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XVIII. INDEPENDENT APPRAISAL REPORT Presented below is the Appraisal Report on the market value of the fixed assets owned by the Company, as conducted by Public Appraisal Company Benedictus Darmapuspita and Partners as presented in the Appraisal Report No. BDR 2012-0536/A1-A4,B1-B4, C dated 19 September 2013.
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XIX. ARTICLES OF ASSOCIATION The Company’s Articles of Association as provided below is the latest of the Company’s Articles of Association as provided in the Deed of Shareholders Meeting Resolution of PT Industri Jamu dan Farmasi Sido Muncul Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH, Notary in Jakarta, which has been ratified by the Minister of Justice and Human Right by Decree No. AHU-49556.AH.01.02 dated 24 September 2013 and registered in the Company Registry under No. AHU-0089234.AH.01.09. dated 24 September 2013, whereby the shareholders approved to change the Company’s status to a public company and to add the Company’s business activities and to adapt the entire provisions of the Company’s Articles of Association to conform with the requirements relating to the articles of association of public companies as set forth under Rule No. IX.J.1, which resulted in the change of the Company’s name to “PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk”. The Company’s Articles of Association has conformed to the Rule No. IX.J.1, Attachment of the Decree of the Chairman of Bapepam and LK No. Kep179/BL/2008 dated 14 May 2008, and Law No. 40 of 2007 regarding Limited Liability Company.
NAME AND DOMICILE Article 1
1. The limited liability is named PT Industri Jamu dan Farmasi Sido Muncul Tbk, domiciling in Semarang City
(hereinafter referred to as the “Company”).
2. The Company may open branch or representative offices in other locations whether inside or outside the Republic of Indonesia as determined by its Board of Directors.
PERIOD OF ESTABLISHMENT Article 2
The Company is established for an indefinite period and commenced operation as a limited liability company on 18 March 1975 (eighteen March nineteen seventy-five).
AIM AND OBJECTIVE AND BUSINESS OPERATIONS Article 3
1. The aim and objective of the Company is to conduct business in the sectors of herbal medicine and
pharmaceutical industry, trade, ground transportation, service, and agriculture. 2. To achieve the aforesaid aim and objective, the Company may carry out the following business operations:
A. Main business activities: a. Enage in industrial sector including pharmaceutical, herbal medicine, herb ingredients, cosmetic,
health food and beverages, and electronic medical devices; b. Engage in trading, including import, export, local, interprovinces, agency, purveyors, wholesaler,
supplier, and distributor for pharmaceutical products, herbal medicine, herb ingredients, cosmetics, health drinks, food supplements, and electronic medical devices, either for the Company or on a commission basis for and on behalf of other parties;
c. Engage in ground transportation business, including expedition, warehousing and freight to support the aforementioned industry and trading activities;
d. Engage in wellness service business, utilize wellness related electronic device and engage in healthcare services, except legal and tax service;
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e. Engage in agriculture business, which include conservation of herbal plants and animals to be used as objects for cosmetic and herbs ingredients research and providing visitors infrastructure at the herbal plants and animal conservation area, all of which are aimed to support the pharmaceutical and herbal medicine industry referred to above.
B. Supporting business activities: a. Engage in waste management; b. Engage in plantation; c. Engage in printing; d. Engage in herbal medicine consultation.
CAPITAL Article 4
1. The authorized capital of the Company is in the amount of Rp5,000,000,000,000.00 (five trillion rupiah),
divided among 50,000,000,000 (fifty billion) shares, each having a nominal value of Rp100.00 (one hundred rupiah).
2. Out of the above authorized capital, 13,500,000,000 (thirteen million and five hundred thousand) shares each
having a nominal value of Rp100.00 (one hundred rupiah) with a total nominal value Rp1,350,000,000,000.00 (one trillion three hundred and fifty billion rupiah) have been paid-up in full to the Company by each of the shareholders subscribing as set out at the end of this deed.
3. 100% (one hundred percent) of the above authorized capital, or a total nominal value of
Rp1,350,000,000,000.00 (one trillion three hundred and fifty billion rupiah) have been paid-up in full to the Company by each of the shareholders in form of cash, as stated in the Deed No. 23 dated 21 March 2013 (twenty first of March two thousand and thirteen), drawn up before Dewikusuma, SH, Notary in Semarang which has been ratified by the Minister of Justice and Human Right by Decree No. AHUAH.01.1011347 dated 28 March 2013 (twenty eight of March two thousand and thirteen).
4. Payment for shares can be made in form of cash or others. Payment for shares in forms other than cash,
either as tangible or intangible articles, is subject to the following conditions: a) the object to be made as deposit of the capital shall be announced to the public at the time of invitation to
the GMS concerning such deposit to convene; b) the object to be made as deposit of the capital shall be appraised by an appraiser registered with the
Financial Service Authority (previously knowned as the Capital Market and Financial Institutions Supervisory Agency, hereinafter being referred to as the Financial Service Authority), and is not encumbered as lien in any way whatsoever;
c) approval from a GMS shall be obtained with quorum as stipulated in Article 14 section (1) of this Articles of Association;
d) in the event the object to be deposited as capital is in the form of the Company’s shares listed at the Stock Exchange, their price shall be set at the fair market price;
e) in the event the capital deposit is derived from retained earnings, shares paid above par value, the Company’s net profit, and/or private capital, then such profit held in reserve, shares paid above par value, the Company’s net profit, and/or private capital must already be stated in the latest Annual Financial Statement as audited by an auditor registered at the Financial Service Authority receiving unqualified opinion; and
f) In a GMS which approves the public offering, the maximum amount of shares to be issued for public shall be determined and the Board of Commissioners shall be authorized to determine the realization of of shares to be issued in the said public offering.
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5. The shares in portfolio shall be issued by the Company subject to approval of the General Meeting of Shareholders (hereinafter referred to as “GMS”) under the terms and price determined by the Board of Directors based on approval from the Board of Commissioners, where such price shall not be lower than the nominal value, the issuance of such shares shall be subject to provisions hereof and withdue observance of Capital Market and Stock Exchange regulations where the Company’s shares are listed.
6. Any increase of capital by the issuance of Equity Securities (Equity Securities shall mean shares, convertible
securities, or any other securities bearing rights for acquiring shares from the Company as the issuer), shall be exercised under the following terms: a. Any increase of capital by the issuance of equity securities which is exercised with an order, shall be
exercised by furnishing the pre-emptive rights (hereinafter being referred to as the “HMETD”) to the shareholders whose names registered in the Company’s shareholders register proportionally with the number of shares registered in the Company’s shares register in the name of the relevant shareholders on such date.
b. Issuance of equity securities without the granting of pre-emptive right to shareholders may be effective if such issuance:
1). is made to the Company’s employees; 2). is made to holders of bonds or other convertible securities, issued with the approval of the GMS; 3). is effected in the course of reorganization and/or restructuring approved by the GMS; and/or 4). is effected in accordance with the prevailing Capital Market laws and regulations allowing capital
increase without pre-emptive right. c. Pre-emptive right shall be transferable and tradable within a period as stipulated in the Bapepam-LK
Rule No. IX.D.1, Annex to Decree of Bapepam-LK Chairman No. Kep-26/PM/2003 dated 17 July 2003 regarding Pre-emptive Right.
d. Equity securities to be issued by the Company which are not subscribed by HMETD holders shall be allocated to all shareholders which order additional equity securities, provided that in the case of oversubscription, the unsubscribed equity securities shall be allocated proportionally with the number of HMETD exercised by each shareholder which orders such additional equity securities.
e. In the case that there are equity securities that remain unsubscribed by the shareholders as stipulated under letter d of this section, and when standby buyers are available, such equity securities shall be allocated to certain parties acting as the standby buyer under equal price and terms.
f. The implementation of the issuance of shares in portfolio for the holders of convertible securities or securities bearing rights to acquire shares, can be conducted by the Board of Directors on the basis of previous Company’s GMS which approved such issuance.
g. The increase of paid-up capital becomes effective upon payment, and the issued shares shall bear the same rights as the one issued under the same class by the Company without prejudice to Company’s obligation to render notification to the Minister of Justice and Human Rights.
7. Increase in the Company’s Authorized Capital a) The Company’s authorized capital may only be increased based on the GMS decision. Changes in
articles on association due to changes in the authorized capital must be approved by the Minister of Justice and Human Rights.
b) The increase of authorized capital causing the issued and paid-up capital to become less than 25% (twenty five percent) of the authorized capital, can only be done as long as: b.1. approval from GMS for the increase of authorized capital has been obtained; b.2. approval from the Ministry of Justice and Human Rights has been obtained; b.3. the increase of the issued and paid-up capital to become at least 25% (twenty five percent) of the
authorized capital shall be done no later than 6 (six) months after the approval of the Ministry of Justice and Human Rights.
b.4. in case the increase of paid-up capital as referred to in Article 4 section 7.b.3 of the Articles of Association is not fully satisfied, then the Company must re-amend its Articles of Association to enable the authorized and paid-up capital meet the provision of Article 33 section (1) and section (2) of the Company Law, within 2 (two) months after the period stipulated under Article 4 section 7.b.3 is not fulfilled;
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b.5. approval of the GMS as referred to in Article 4 section 7 b.1 of the Articles of Association also includes the approval for amending the Articles of Association as meant under Article 4 section 7.b.4 of the Articles of Association.
c) The amendment of Articles of Association in order to increase the authorized capital shall become effective after the payment of shares causing the paid-up capital becomes at least 25% (twenty five percent) of the authorized capital and bearing the same rights as other shares issued by the Company, without prejudice to the Company’s obligation to proceed approval for the amendment of Articles of Association upon such increase of such paid-up capital from the Ministry ofJustice and Human Rights.
8. The Company may buy back the issued shares, with due observance of the applicable laws.
SHARES Article 5
1. Company’s shares shall be registered shares, as registered in the Shareholders Register. 2. The Company shall recognize only one individual or 1 (one) legal entity as the owner of one share. 3. Each shares has 1 (one) voting right. 4. If a share, for any reasons, becomes owned by several persons, then those who jointly own the share must
appoint in writing one person among themselves or another person as their representatitve and only the name of the representative that will be registered in the Shareholders Register and the representative must be deemed as the legitimate shareholder of the share concerned and shall have the right to exercise all rights vested by law over that share.
5. Every shareholder must comply with this Articles of Association and all resolutions validly adopted at a GMS,
as well as the prevailing laws and regulations. 6. All shares issued by the Company can be encumbered as collateral with due adherence to the prevailing
laws and regulations concerning the shares pledge, Capital Market Law and the Company Law. 7. Evidence of ownership of shares are as follows:
a. In the case that the Company’s shares are not kept in the Collective Depository at the Settlement and Depository Agency, then the Company shall render a share ownership evidence in the form of shares collective certificate to the shareholders.
b. In the case that the Company’s shares are kept in the Collective Depository at the Settlement and Depository Agency, then the Company shall issue a certificate or a written confirmation to the Settlement and Depository Agency as an evidence of registration in the Company’s shareholders register.
8. For the Company’s shares that are listed on the Stock Exchange, the prevailing Capital Market laws and
Stock Exchange regulations where such shares are listed shall apply.
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SHARES CERTIFICATE Article 6
1. The Company may issue a collective share certificate as evidence of ownership of 2 (two) or more shares
owned by a single shareholder. 2. A share certificate must contain at least the followings:
a. name and address of the shareholder; b. share certificate serial number; c. nominal value of the share; d. issuance date of the share certificate;
3. A collective shares certificate must contain at least the followings:
a. name and address of the shareholder; b. collective share certificate serial number; c. serial number and number of shares; d. nominal value of the shares; e. issuance date of the collective share certificate;
4. Each share certificate and/or collective share certificate and/or the convertible bonds and/or warrant and/or
other convertible securities shall be printed out and shall be marked with serial number and rendered a date of issuance and bearing signature of the Board of Directors and a member of Board of Commissioners appointed by the Board of Commissioners’ Meeting and the said signatures can be directly printed on the said share certificate and/or the collective share certificate and/or the convertible bonds and/or warrant and/ or other convertible securities with regard to the prevailing Capital laws.
REPLACEMENT OF SHARE CERTIFICATE
Article 7
1. The Damaged Share Certificate and Collective Share Certificate a. In the event that a share certificate is damaged, a replacement of the said share certificate can be issued
if: 1) the applicant who files a written request for said share replacement is the owner of the said share
certificate; and 2) the Company has received the damaged share certificate.
b. The Company must destroy the original of the share certificate after issuing the replacement share certificate bearing the same serial number as the original one.
2. In the event that a share certificate is lost, the replacement of the said share certificate can be issued if:
a. the applicant who files a written request for said share replacement is the owner of the said share certificate;
b. the Company has obtained a police report from the Police of the Republic of Indonesia on the lost of the said share certificate;
c. the applicant who files a request such share replacement provides a security as deemed adequate by the Company’s Board of Directors; and
d. the plan for the issuance of a replacement of lost share certificate has been announced at the Stock Exchange where the Company’s shares are listed by at least 14 (fourteen) calender days prior to the issuance of such share replacement of share certificate.
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3. All costs incurred for the issuance of a replacement share certificate shall be borne by the shareholder concerned.
4. The provisions of section 1, 2, and 3 shall also apply for the issuance of a replacement of collective share
certificate or equity securities.
COLLECTIVE DEPOSITORY Article 8
1. The provisions of collective depository at least shall be as follows:
a. shares held in a collective depository with the Depository and Settlement Institution shall be registered in the Shareholder Register in the name of the Depository and Settlement Institution on behalf of the accountholders in such institution;
b. shares held in a collective depository with the custodian bank or securities company shall be registered in the securities account at the Depository and Settlement Institution on behalf of the custodian bank or securities company for the benefit of the relevant accountholders of such custodian bank or securities company;
c. if the shares held in collective depository with the custodian bank constitute a part of a collective investment contract mutual funds securities portfolio and is not included in collective depository at the Depository and Settlement Institution, the Company shall register the shares in the Shareholder Register in the name of the custodian bank for the benefit of the owner of the respective units of the collective investment contract mutual funds;
d. the Company shall issue certificates or written confirmation to the Depository and Settlement Institution as referred to in paragraph (a) of this article or the custodian bank as referred to in paragraph (c) of this article as evidence of registration in the Company’s Shareholder Register;
e. the Company shall transfer shares held in collective depository registered in the name of the Depository and Settlement Institution or the custodian bank concerned. Request for such transfer shall be submitted by the Depository and Settlement Institution or the custodian bank to the Company or Securities Administration Bureau designated by the Company;
f. the Depository and Settlement Institution, custodian bank, or securities company shall issue a written confirmation to the accountholder as evidence of registration in the securities account;
g. with respect to the collective depository, every share of the same type and class issued by the Company shall have equal status as and may be exchanged with one another;
h. the Company shall refuse registration of the shares in the collective depository if the share certificate is lost or destroyed, unless the person requesting the transfer is able to provide sufficient evidence and/or guarantee that the person is the lawful shareholder and the share certificate is indeed lost or destroyed;
i. the Company shall refuse registration of the shares in the collective depository if the shares are pledged, placed under attachment by court order or is seized in a criminal proceeding;
j. an accountholder whose shares are registered in the collective depository is entitled to be present and/or cast votes in a General Meeting of Shareholders of the Company in proportion to number of shares held in the securities account;
k. the custodian bank and securities company shall deliver a list of securities accounts and the Company’s shares owned by each account holder of such custodian bank and securities company to the Depository and Settlement Institution to be delivered further to the Company by no later than 1 (one) business day prior to a GMS invitation;
l. the investment manager is entitled to be present and cast votes in the GMS by virtue of the Company’s shares held in collective depository at the custodian bank, which constitute a part of the collective investment contract mutual funds portfolio and is not held in collective depository at the Depository and Settlement Institution provided that the custodian bank shall deliver the name of the investment manager by no later than 1 (one) business day prior to the invitation to the GMS;
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m. the Company shall distribute dividend, bonus shares, or other entitlements relating to ownership of the shares to the Depository and Settlement Institution with respect to shares held in collective depository with the Depository and Settlement Institution, which shall forward the said dividend, bonus shares, or such other rights to the custodian bank and to the securities company for the benefit of the respective account holders with the custodian bank and securities company;
n. the Company shall distribute dividend, bonus shares, or other rights relating to share ownership to the custodian bank with respect to shares held in collective depository with the custodian bank which constitute a part of the collective investment contract mutual funds portfolio and which is not held in collective depository at the Depository and Settlement Institution; and
o. the latest by which securities account holders are determined as being entitled to receive dividend, bonus shares, or such other rights with respect to shares held in collective depository shall be determined by the GMS provided that the custodian bank and securities company shall deliver a list of the securities account holders and the number of the Company’s shares that are held by each of the said securities account holders to the Depository and Settlement Institution by no later than the date for which constitute the basis for determining shareholders entitled to receive the dividend, bonus shares, or other entitlements, and shall forward the consolidated list to the Company’s Board of Directors by no later than 1 (one) business day following the date which constitute the basis for determining shareholders entitled to receive the dividend, bonus shares, or other entitlements.
2. The provisions of collective depository shall be subject to the Capital Market Law and Stock Exchange
regulations in the Republic of Indonesia where the Company’s shares are listed.
SHAREHOLDERS REGISTER AND SPECIAL REGISTER Article 9
1. The Board of Directors shall establish, keep, and maintain a Shareholders Register and a Special Register in
the Company’s place of domicile.
2. In the Shareholders Register the followings shall be recorded: a. names and addresses of the shareholders and/or the Depository and Settlement Institution or other party
appointed by the account holders of the Depository and Settlement Institution; b. quantity, serial numbers, and acquisition dates of shares owned by the shareholders; c. the paid-up amount of each share; d. names and addresses of perons or legal entities as the pledgees over the shares or as the fiduciary
receiver of the shares as well as the date of encumbrance of such share pledge or the date of registration of such fiduciary transfer;
e. information on the payments of the shares in the form other than money; f. other information as deemed necessary by the Board of Directors.
3. The Special Register shall record information pertaining to the ownership of shares by the members of Board
of Directors and Board of Commissioners and their families in the Company and/or in other company and the dates of acquisition of such shares. The Board of Directors has the obligation to keep and maintain the Shareholders Register and the Special Register with due care.
4. Every shareholder whose name registered in the Shareholders Register or Special Register shall, by a letter
accompanied with receipt, notify the Board of Directors of the Company for any change of the shareholder’s address. So far as such notice has not been rendered, all letters, summons and notices to the shareholder are valid if addressed to the shareholder’s last address as recorded in the Shareholders Register.
5. The Board of Directors shall provide the Shareholders Register and the Special Register at the Company’s
office. Each shareholder or his/her legal representative has the right to ask for the Shareholders Register and the Special Register shown to them during business hours of the Company.
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6. The Company’s legal shareholders are entitled to exercise all rights rendered to a shareholder under the applicable laws and with due observance of this Articles of Association.
7. Registration of more than 1 (one) names for 1 (one) share or the transfer of title of 1 (one) share to more than
1 (one) persons is not allowed. The Company shall, with due observance of the provision under Article 5 section (4) of this Articles of Association, be entitled to deem that the shareholder whose name is registered in the Shareholders Register of the Company is the only legal shareholder of such share(s).
8. The Board of Directors of the Company may appoint and authorize the Securities Administration Bureau to
record the shares in the Shareholders Register and in the Special Register. Each registration and recording in the Shareholders Register including recording of sale, transfer and assignment, encumbrance, pledge and fiduciary transfer of shares of the Company or rights or interests over the shares shall be performed in compliance with this Articles of Association and the applicable Capital Market regulations.
TRANSFER OF SHARES
Article 10
1. a. Except determined otherwise in the Capital Market Law and the Articles of Association of the Company, transfer of shares shall be sufficiently evidenced by document signed by or on behalf of the transferor and by or on behalf of the transferee. The document of transfer of shares shall be in form of documents which has been determined by or approved by the Board of Directors.
b. Transfer of shares held in the collective depository shall be effected by transfer from one securities account to another securities account at the Depository and Settlement Institution, custodian bank, and securities company.
The deed of transfer or such other document as referred to section (a) of article must be in a form as determined by and/or acceptable to the Board of Directors, and the copy or original of which shall be submitted to the Company, provided that transfer of document for shares listed at the Indonesian Stock Exchange must conform with the requirements set out in the prevailing Capital Market laws including regulations that apply at the Indonesian Stock Exchange at which the Company’s shares are listed.
2. Transfer of shares which are not in accordance with the provisions in this article nor the prevailing laws or
without approval from authorized parties if required, shall not apply to the Company.
3. The Board of Directors in their sole discretion and by giving a reason thereof, may refuse to register a transfer of share in the Shareholders Register if any of the relevant provisions in this Articles of Association has not been satisfied or if any requirements for the transfer of share has not been met.
4. In the event the Board of Directors refuses to register the transfer of shares, the Board of Directors shall deliver a notification of refusal to the persons intending to effect the transfer within 30 (thirty) days following the receipt of the request for such transfer by the Board of Directors, provided that in the case of the Company’s shares listed with the Indonesian Stock Exchange the relevant laws and regulations prevailing in Indonesia must be duly observed.
5. In the event of a transfer of ownership of a share, the original shareholder registered in the Shareholders
Register shall continue to be considered as the shareholder until the name of the new shareholder has been registered in the Shareholders Register, subject to the relevant regulatory provisions and regulations of the Indonesian Stock Exchange where the Company’s shares are listed.
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6. The person receiving a transfer of shares due to the death of a shareholder or due to any other reason which causes the ownership of the shares to change by law, by providing evidence of the right to receive the transfer as may from time to time be required by the Board of Directors, may submit a written application to be registered as a shareholder. Registration may be put into effect only upon the Board of Directors’ acceptance of the evidence of transfer, without prejudice to the relevant provisions of this Articles of Association and the applicable Indonesian Capital Market laws.
7. Form and methods of transfer of shares which traded listed at the Capital Market must conform with the
requirements set out in the prevailing Indonesian Capital Market laws including regulations that apply at the Indonesian Stock Exchange where the Company’s shares are listed.
GENERAL MEETING OF SHAREHOLDERS Article 11
1. A GMS consists of:
a. annual GMS; b. other forms of GMS, hereinafter referred to as extraordinary GMS, which can be conducted anytime as
required. 2. The term GMS as used in this Articles of Association shall mean both the annual GMS and the extraordinary
GMS, unless expressly stated otherwise.
3. GMS that falls under the agenda “other events” shall not be entitled to make decisions. 4. Annual GMS shall be conducted every year.
5. Annual GMS for approval of the annual report shall be conducted at least in June after the closing period of
respective fiscal year, and during the annual GMS, the Board of Directors shall announce the following: a. annual report as referred to in Article 21 section (3) of this Articles of Association; b. proposed utilization of the Company’s net profit if the Company has a positive net income; c. proposed appointment of a public accountant office registered in the Financial Service Authority. In addition to the agenda referred to in section (a), (b), and (c) in this article, the annual GMS shall discuss another agenda as long as it is in the interest of the Company in accordance with the provisions of this Articles of Association and the prevailing laws and regulations.
6. Approval of the annual report by annual GMS, means will effect full release and discharge for the Board of
Directors and Board of Commissioners of the management and supervisory duties undertaken during the previous fiscal year, provided that such performance of duties are reflected in the annual report except the misappropriation, fraud, and other criminal activities.
7. In a GMS event can also include the proposal which proposed by:
a. the Board of Commissioners and/or one person or more of shareholders representing at minimum 1/10 (one-tenth) of total amount of paid in shares which have voting rights;
b. the proposals shall be recieved by the Board of Directors within 7 (seven) calendar days prior the date of notice for GMS.
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VENUE, ANNOUNCEMENT, INVITATION, AND TIMING OF A GMS Article 12
1. A GMS must be convened within the Republic of Indonesia, and may be held at:
a. the Company’s domicile; b. a location where the Company carries out its business; or c. the domicile of the Stock Exchange where the Company’s shares are listed.
2. Announcement of a GMS must be effected by no later than 14 (fourteen) days prior to the date of the
invitation of GMS, excluding the date of the announcement and the date of the invitation of GMS.
3. a. Invitation to a GMS must be effected no later than 14 (fourteen) calendar days prior to the date of the GMS, excluding the date of the invitation and the date of the GMS.
b. Invitation to a second GMS shall be effected by no later than 7 (seven) days prior to the convening of the second GMS, excluding the date of invitation and date of the GMS, along with information that the first GMS was convened but did not achieve quorum without prejudice to the applicable Indonesian Capital Market laws and Stock Exchange regulations whereto the Company’s shares being listed.
c. Invitation to a GMS shall state the day, date, time, venue, and agenda and information that the materials to be discussed at the meeting are available at the office of the Company as provided under the Company law, except as otherwise provided under the applicable Capital Market laws.
d. Second GMS shall be convened no earlier than 10 (ten) calendar days and no later than 21 (twenty-one) calendar days following the preceding GMS.
4. Without prejudice to other provisions of this Articles of Association the invitation of GMS shall be conducted
by the Board of Directors and Board of Commissioners as provided in this Articles of Association. The announcement and invitation shall be conducted by placement of an advertisement in at least 1 (one) daily newspaper printed in Bahasa Indonesia which shall have a wide national circulation as determined by the Board of Directors, except as otherwise provided under the prevailing laws including the applicable Capital Market laws.
5. The announcement and invitation of GMS, for deciding resolutions of conflict of interests, shall be conducted
in accordance with the Capital Market laws. 6. The convene of GMS as referred to in Article 11 of this Articles of Association can be conducted as requested
by: a. 1 (one) person or more of shareholders who representing 1/10 (one-tenth) or more of total shares with
voting rights; or b. the Board of Commissioners.
CHAIRPERSON AND MINUTES OF MEETING OF
GENERAL MEETING OF SHAREHOLDERS Article 13
1. A GMS shall be chaired by a person appointed by and from among the members of the Board of
Commissioners. In the event all members of the Board of Commissioners are not present or are unavailable, the GMS shall be chaired by a person appointed by and from among the members of the Board of Directors. In the event all members of the Board of Directors are not present or are unavailable, the GMS shall be chaired by a shareholder present at the GMS who is appointed by and from among participants of the GMS.
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2. In the event the member of the Board of Commissioners so appointed has a conflict of interest with regard to any of the issues to be resolved in the GMS, the GMS shall be chaired by another person appointed by and from among the members of the Board of Commissioners which do not have such conflict of interest. If all members of the Board of Commissioners have a conflict of interest, the GMS shall be chaired by a person appointed by and from among the Board of Directors. If the director so appointed has a conflict of interest with regard to the issue to be resolved in the GMS, the GMS shall be chaired by a member of the Board of Directors who does not have a conflict of interest. If all members of the Board of Directors have a conflict of interest, the GMS shall be chaired by an independent shareholder appointed by other shareholders attending the GMS.
3. Chairperson of the GMS may request that such power of attorney to represent be presented during the meeting.
4. All matters discussed and resolved in a GMS shall be recorded in a minute of meeting which shall be signed
by chairperson of GMS and a shareholder or a representative of shareholder who appointed by and from among them. Minute of meeting shall constitute valid evidence with respect to all shareholders and third parties in connection with the resolutions so adopted and all events occurring in the GMS.
5. The signing as referred to in section (4) of this article is not required if the minute of meeting is prepared in
form of notarial deed. 6. The minute of meeting which prepared in accordance with the provisions in section (4) and (5) in this article
shall constitute valid evidence with respect to all shareholders and third parties in connection with the resolutions so adopted and all events occurring in the GMS.
QUORUM, VOTING RIGHTS, AND RESOLUTION OF
THE GENERAL MEETING OF SHAREHOLDERS Article 14
1. As long as not otherwise provided in this Articles of Association, the quorum of attendance and resolutions of
GMS with regard to the issue to be resolved in the GMS including the issuance of equity and an amendment that does not require approval of the Minister of Justice and Human Rights of the Republic of Indonesia securities shall be conducted in accordance with the following provisions: a. in event of a GMS attended by 1/2 (one-half) of the total shares or represented and the resolutions of
GMS is valid if the motion is approved by more than 1/2 (one-half) of the total shares with valid votes present at the meeting;
b. in the event of quorum as referred to in paragraph (a) aforesaid cannot be met, the second GMS shall valid and have right to make a binding resolutions if in GMS at least 1/3 (one-third) of total shares with votes present or represented and resolutions of GMS is conducted if approved by more than 1/2 (one-half) of total shares with votes present at the meeting, except otherwise provided in this article and the applicable laws;
c. if quorum for the second GMS as referred to in paragraph (b) cannot be met, upon request of the Company, attendance quorum, the required number of votes, invitatiton, and the time for convening a GMS shall be determined by the Financial Service Authority.
2. A GMS convened to effect an amendment to the Company’s Articles of Association requiring the approval of the Ministry of Justice and Human Rights, shall conform to the following: a. the GMS shall be attended by shareholders representing at least 2/3 (two-third) of the entire shares with
valid voting rights, and such resolution shall be valid if approved by more than 2/3 (two-third) of the entire shares with valid voting rights present at the GMS;
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b. in the event the attendance quorum as referred to in paragaraph (a) above cannot be achieved, then at the second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing at least 3/5 (three-fifth) of the total shares with valid voting rights and such resolution approved by more than 1/2 (one-half) of the total shares with valid voting rights present at the GMS; and
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then upon the request of the Company, the attendance quorum for the third GMS, the total votes required to adopt a resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service Authority.
The amendment of the Company’s Articles of Association shall be made on the notarial deed and prepared in the Indonesian language.
3. A GMS convened to tranfer the assets of the Company or make the same as security for a loan, which assets
constitute more than 50% (fifty percent) of the Company’s net assets, whether in one or more independent or related transactions, to effect a merger, amalgamation, acquisition, spin-off, filing of a petition for the Company’s bankruptcy, extension of the Company’s establishment period, and dissolution, shall be conducted in the following manner: a. the GMS shall be attended by shareholders representing at least 3/4 (three-forth) of the entire shares with
valid voting rights, and such resolution shall be valid if approved by more than 3/4 (three-fourth) of the entire shares with valid voting rights present at the GMS;
b. in the event the attendance quorum as referred to in paragraph (a) above cannot be achieved, then at the second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing at least 2/3 (two-third) of the total shares with valid voting rights and such resolution approved by more than 3/4 (three-fourth) of the total shares with valid voting rights present at the GMS; and
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then upon the request of the Company, the attendance quorum of the third GMS, the total votes required to adopt a resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service Authority.
4. A GMS convened to approve transactions involving a conflict of interest shall be conducted in the following
manner: a. the shareholders having such conflict of interest shall be considered as rendering the same decision as
that which has been agreed upon by the independent shareholders, which shall be the shareholders without any conflict of interests;
b. the GMS shall be attended by shareholders representing at least 1/2 (one-half) of the entire shares with valid voting rights held by the entire independent shareholders and such resolution shall be valid if approved by more than 1/2 (one-half) of the entire shares with valid voting rights held by the entire independent shareholders;
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then at the second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing more than 1/2 (one-half) of the total shares with valid voting rights held by the entire independent shareholders and such resolution approved by more than 1/2 (one-half) of the total shares held by the entire independent shareholders attending/represented at the GMS; and
d. in the event the attendance quorum for the second meeting cannot be achieved, then upon the request of the Company, the attendance quorum for the third GMS, the total votes required to adopt a resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service Authority or its representative.
5. Person who authorized to attend the GMS are shareholders who recorded in the Company’s Register, 1 (one) business day prior to the date of invitation with observance of the prevailing laws and Stock Exchange regulations whereto the Company’s shares are listed.
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6. A shareholder may be represented by another shareholder or third party who has a power of attorney in observance of the prevailing laws.
7. During the course of the meeting, every share shall conver a right upon the holder to cast 1 (one) vote. 8. A shareholder having voting right who is present at the GMS but do not exercise such right shall be
considered to has cast the same vote as the majority vote of shareholders who has cast their votes.
9. The voting shall be conducted in verbal, except if otherwise determined by the chairperson of GMS. 10. During the voting, member of Board of Directors, member of Board of Commissioners and the Company’s
employees shall be prohibited to act as the proxy of shareholders. 11. All resolutions of GMS must be adopted by consensus through amicable dialogue, and in the manner as
provided in this Articles of Association. 12. A GMS can be convened without announcement and invitation provided that the entire shareholders with
valid voting rights present or represented at the GMS and resolutions of GMS shall be approved by the entire shareholders present.
13. Shareholders may decide validly without convening the GMS, with provision that all shareholders have been
notified by written notification and all shareholders approve the written proposal then sign that approval. Resolutions which made by that way are equal with valid resolutions in GMS.
DIRECTORS Article 15
1. The Company is managed and led by Directors.
2. Board of Directors consisting of at least 2 (two) directors:
a. a president director; b. 1 (one) or more directors; with observance of the prevailing Capital Market law.
3. Persons who can be appointed as member of Board of Directors are individuals who has the capability in
performing legal action, except within 5 (five) years prior to his/her appointment: a. had been declared bankrupt; b. had been being member of Board of Directors or Board of Commissioners who was convicted cause a
bankruptcy of a company; or c. had been convicted of a criminal acts to detriment of the country’s financial and/or related to the financial
sector.
4. Term of a member of Board of Directors shall conform with the following laws: a. Company law; b. Capital Market law; and c. laws which related to the Company’s business activities.
5. The fullfilment of requirements as referred to in this article is evidenced by form/letter which filed by the
Company.
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6. The appointment of a member of Board of Directors which is not met the requirements as referred to in section (3) in this article is cancelled under the law since the other member of Board of Directors or Board of Commissioners notice the unfullfilment of requirements. No less than 7 (seven) calendar days since it has been noticed, other member of Board of Directors or Board of Commissioners shall announce the cancellation for appointment of member of Board of Directors in no less than 1 (one) newspaper and inform the Ministry of Justice and Human Rights to recorded in the Company’s register.
7. Members of the Board of Directors are appointed and dismissed by a GMS, beginning from the date of the
GMS effecting his/her (their) appointment up to the dismissed at the end of third annual GMS following his/her (their) appointment, except if otherwise provided in the GMS.
8. Member of Board of Directors after his office term of service may be reappointed by resolution of the GMS. 9. a. GMS can dismiss members of Board of Directors any time by mentioning the reasons.
b. The reason of dismissal of member of Board of Directors as referred to in this article shall be conducted if the respective member of Board of Directors no longer fullfils the requirements as member of Board of Directors which among other do disservice the Company or for other reasons appropriate by the GMS.
c. The resolution of dismissal of member of Board of Directors shall be taken after give an opportunity to member of Board of Directors to present a defense in GMS.
d. Granting the opportunity to member of Board of Directors to present a defense in GMS is not necessary in event of he has no objection to such dismissal.
e. Dismissal of member of Board of Directors shall be effective as the closing of GMS as referred to in point (a) in this section or another data which has been determined in resolution of GMS.
10. a. A member of Board of Directors may resign from office prior written notice of such resignation to the
Company. b. The Company shall then convene a GMS to decide upon the resignation tender of such director by no
later than 60 (sixty) calendar days following the receipt of such notice. c. If the Company fails to convene a GMS within the period as referred to in this section, the resignation
shall with the lapse of time be valid and the resigning director shall cease from being in office without requiring the approval from the GMS, in observance of point (g) in this article.
d. Prior to the effective date of resignation, the resigning director shall responsible to accomplish his duties and responsibilities as stipulated in Articles of Association and the prevailing laws.
e. For the resigning director as referred to in aforesaid shall still be accountable for the period during which he was a director from the time of appointment up to his effective resignation as director in GMS.
f. Discharge of responsibility of the resigning member of Board of Directors shall be given after the annual GMS discharge it.
g. In event of member of Board of Directors resigned that led the number of members to less than 2 (two) persons, then the resignation valid if it has determined in GMS and has appointed the new member, so as to meet the minimum requirement of number of members.
11. a. Member of Board of Directors may be suspended at any time by Board of Commissioners along with the
reason for such suspension. b. The suspension as referred to in point (a) shall be informed in writing to the person concerned. c. The suspended member of Board of Directors shall not be authorized to discharge the duties as stipulated
in this Articles of Association. d. Within no later than 45 (forty five) calendar days following the suspension, a GMS must be convened. e. In the GMS as described in point (d), the director concerned shall be given an opportunity to present a
defense in GMS if the suspended director attending the GMS. f. GMS shall rescinded or affirmed the suspension. g. In event of GMS is affirmed the suspension, the director concerned shall be dismissed permanently. h. In event of the suspended member of Board of Directors is not attend the GMS then the suspended
director considered not use his right to defend himself in GMS, thus the suspended director accept the resolution of GMS.
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i. In the 45 (forty five) days period has elapsed and a GMS as described in point (d) of this section has not been convened or the GMS cannot reach a decision, the suspension shall become null and void.
12. GMS may: - appoint other person to fill the position of the dismissed member of Board of Directors; or - appoint other person to fill the position of the resigning member of Board of Directors; or - appoint a person as a member of Board of Directors to fill in the vacant position; or - add a new member of Board of Directors. The term of office of the person who has been appointed to replace the dismissed or resigning member of Board of Directors shall be the remaining portion of the term of office of the dismissed or resigning member of Board of Directors and the term of office of the new additional member of Board of Directors shall be the remaining term of office of the members of Board of Directors who are still serving at the time, unless otherwise determined by the GMS.
13. The term of office of a member of Board of Directors shall automatically terminated, if such member of the
Board of Directors: a. is declared bankrupt or under guardianship pursuant to a court order; or b. is no longer qualified pursuant to the prevailing laws and regulations; or c. is deceased; or d. is dismissed pursuant to a resolution of the GMS.
14. Salaries, service allowances, and other remuneration granted to members of Board of Directors (if any) shall
be determined by the GMS and the authority in respect of the foregoing may be conferred to the Board of Commissioners.
15. If the position of any member of Board of Directors for whatsoever reason is vacant and the number of
members of Board of Directors is less than 2 (two) persons as indicated under section 2 of this article then no later than 60 (sixty) calendar days after such vacancy occurred, a GMS shall be convened to fill the vacancy with due observance to the applicable laws and regulations.
16. In case the position of president director is vacant and as long as his/her successor has not been appointed
or assumed the president director position then, a member of Board of Directors who appointed by Board of Directors shall perform the obligation of the president director and have the same authorities and responsibilities as the president director.
17. In case all members of the Board of Directors are vacant then, the provision of Article 19 section (4) of the
Company’s Articles of Association shall prevail.
DUTIES AND AUTHORITIES OF THE DIRECTORS Article 16
1. Board of Directors shall fully assume responsibility in performing its tasks for the Company’s interest in
achieving the Company’s purposes and objectives. 2. Each member of Board of Directors shall perform his/her duties in good faith and with full responsibility giving
due regards to the prevailing regulations and the Company’s Articles of Association.
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3. The Board of Directors shall legally and directly represent the Company within and outside the court in respect of all matters and in any events, to bind the Company to other parties and other parties to the Company, and to undertake any acts concerning management and ownership, but with the limitation to: a. receive or lend loan on behalf of the Company (not included to withdraw the Company’s fund in bank)
which amount thereof exceeds the limit which from time to time determined by the Board of Commissioners meeting;
b. establish a new business or participate in other company whether domestic or overseas which amount thereof exceeds the limit which from time to time determined by the Board of Commissioners meeting;
c. bind the Company as guarantor; d. acquire or purchase, sell, or with any other ways to obtain and release right on the Company’s fixed
assets and subsidiaries; e. encumber the Company’s assets as lean. The Board of Directors shall obtain approval from Board of Commissioners, without prejudice to the provisions in section (4) below this section and the prevailing laws.
4. Any legal action to (a) transfer or release rights or (b) encumber as security more than 50% (fifty percent) of
the Company’s net worth in a single transaction or more whether or not they are related one another, the transaction mentioned above is transfer of the Company’s net assets which occurred within 1 (one) fiscal year then, it shall obtain approval of the GMS under conditions and terms as stipulated in Article 14 section (3) of this Articles of Association.
5. Legal action to execute any material transactions, affiliated transactions, and conflict of interest transactions
as referred to in the applicable Capital Market laws which require approval from the Company’s GMS shall be subject to conditions as stipulated in the applicable Capital Market laws.
6. Two members of Board of Directors shall be entitled to and authorized to act for and on behalf of the Board of
Directors and legally represent the Company. 7. Distribution of tasks and authorities of each member of Board of Directors shall be determined by the GMS, in
case the GMS is silence then, the distribution of tasks and authorities of each member of Board of Directors shall be determined by the Board of Directors meeting.
8. In case the Company has any conflict of interest against personal interest of a member of Board of Directors
then, the Company shall be represented by other members of Board of Directors, and in case the Company has any conflict of interest against the interest of all members of Board of Directors then, the Company shall be represented by Board of Commissioners with due observance of the applicable laws.
DIRECTORS MEETING
Article 17
1. A Board of Directors meeting may be convened at any time when considered necessary by one or more members of the Board of Directors or upon the written request of 1 (one) or more shareholders which jointly representing 1/10 (one-tenth) of the total issued shares with valid voting rights.
2. Invitation to a Board of Directors meeting may be made by any of its members entitled to act for and on its
behalf in accordance with Article 16 section (6) of this Articles of Association. 3. Invitation to a Board of Directors meeting shall be delivered through any kind of written form to each member
of the Board of Directors with receipt by no later than 3 (three) calendar days prior to the meeting, excluding the date of the invitation and date of the meeting.
4. Invitation to the meeting shall state the agenda, date, time, and venue of the meeting.
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5. A Board of Directors meeting shall be held at the domicile of the Company or its place of business or Stock Exchange within Republic of Indonesia whereto the Company’s share being listed. In the event all members of the Board of Directors are present or represented, such prior invitation shall not be required and the meeting may be convened at any location and entitled to adopt valid and binding resolutions.
6. A Board of Directors meeting shall be chaired by the president director. In the event the president director
cannot attend or is unavailable, which shall not be required to be proven to any third parties, the meeting shall be chaired by a member of the Board of Directors appointed from among members who are present.
7. A member of the Board of Directors may be represented at a Board of Directors meeting by another member
by virtue of a power of attorney. 8. A Board of Directors meeting is valid and entitled to adopt binding resolutions if more than 1/2 (one-half) of
the total members of the Board of Directors is present or represented at the meeting. 9. A resolution of a Board of Directors meeting shall be adopted by way of amicable discussion. If a resolution
cannot be achieved through such a manner, a resolution shall be sought through voting based on approving votes of more than 1/2 (one-half) of the total votes cast at the meeting.
10. If the number of approving and disapproving votes are equal, then the proposal shall be refused.
11. a. Each attending member of the Board of Directors is entitled to cast 1 (one) vote and an additional 1 (one)
vote for every member he is representing. b. Each member of the Board of Directors who personally in any way either directly or indirectly has an
interest in a transaction, the contract or proposed contract, in which the Company becomes one of the parties shall mention the nature of interest in the Board of Directors meeting and not entitled to participate in the voting on matters related to transactions or contract, unless otherwise stipulated in the Board of Directors meeting.
12. A minute of Board of Directors meeting shall be prepared by a person present at the meeting or appointed by
the chairperson of the meeting, and subsequently signed by the meeting chairperson and a member of the Board of Directors or a representative or proxy of a director appointed for such purpose at the meeting. If the minute of meeting is prepared by a notary, then the above signatures shall not be required.
13. The minute of meeting as referred to in section (12) in this article shall serve as valid evidence with respect to
the members of the Board of Directors as well as any third parties regarding the resolutions adopted at the meeting.
14. The Board of Directors may also adopt valid resolution without convening a Board of Directors meeting,
provided that all members have been informed in writing and given their approval on the motion in writing by signing such proposal. A resolution so adopted shall has the same binding power as a resolution validly adopted in a Board of Directors meeting.
BOARD OF COMMISSIONERS
Article 18
1. The Board of Commissioners shall consists of at least 2 (two) members: - a president commissioner; - 1 (one) or more commissioners; with regarding to prevailing Capital Market law.
2. Any member of the Board of Commissioners may not act severally but under resolution of the Board of
Commissioners or based on appointment of the Board of Commissioners.
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3. Persons who can be appointed as member of Board of Commissioners are individuals who has the capability in performing legal action, except within 5 (five) years prior to his/her appointment: a. had been declared bankrupt; b. had been being member of Board of Directors or Board of Commissioners who was convicted cause a
bankruptcy of a company; or c. had been convicted of a criminal act to detriment of the country’s financial and/or related to the financial
sector.
4. Term of a member of the Board of Commissioners shall conform with the following laws: a. Company law; b. Capital Market law; and c. laws related to the Company’s business activities.
5. The fullfilment of requirements as referred to in this article shall be evidenced by a form/letter which filed by
the Company. 6. The appointment of member of Board of Commissioners which is not met the requirements as referred to in
section (3) in this article is cancelled under the law since the other member of Board of Commissioners or Board of Directors notice the unfullfilment of requirements. No less than 7 (seven) calendar days since it has been noticed, other member of Board of Commissioners or Board of Directors shall announce the cancellation for appointment of member of Board of Commissioners at least in 1 (one) national newspaper and inform the Ministry of Justice and Human Right to be recorded in the Company’s register.
7. The members of Board of Commissioners are appointed and dismissed by the GMS, such appointment shall
be effective as of a date determined at the GMS and shall expire at the closing of the third annual GMS after such appointment, unless otherwise determined at the GMS.
8. Member of Board of Commissioners after his office term of service may be reappointed by resolution of the
GMS.
9. a. The GMS may, at any time, dismiss a member(s) of the Board of Commissioners by stating the reason of such dismissal.
b. The reasons for the dismissal of the members of Board of Commissioners as meant under this article shall be done in case the member of Board of Commissioners is no longer meet the requirements for a member of Board of Commissioners, among others, committing any harmful action to the Company or due to any other reason as deemed appropriate by the GMS.
c. The resolution of dismissal of member of the Board of Commissioners shall be taken after giving an opportunity to member of the Board of Commissioners to present a defense in GMS.
d. Granting the opportunity to member of the Board of Commissioners to present a defense in GMS is not necessary in event of he has no objection to such dismissal.
e. The dismissal of member of Board of Commissioners shall be effective as the closing of GMS as referred to in point (a) in this section or another date which has been determined in resolution of GMS.
10. a. A member of Board of Commissioners shall have the right to resign from his/her position by submitting a
written notice concerning his/her intention to the Company. b. The Company shall, no later than 60 (sixty) after receiving the resignation letter, convene the GMS to
resolve the resignation of the member of Board of Commissioners. c. If the Company fails to cenvene a GMS within the period as referred to point (b) in this section, the
resignation shall with the lapse of time be valid without requiring the approval of the GMS, in observance of point (g) of this section.
d. Prior to the effective date of resignation, the resigning commissioner shall responsible to accomplish his duties and responsibilities as stipulated in Articles of Association and the prevailing laws.
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e. For the resigning commissioner as referred to in aforesaid shall still be accountable for the period during which he was a commissioner from the time of appointment up to his effective resignation as commissioner in GMS.
f. Discharge of responsibility of the resigning member of Board of Commissioners shall be given after the annual GMS discharge it.
g. In event of member of Board of Commissioners resigned that led the number of members to be less than 2 (two) persons, then such resignation shall only be valid if it has determined in GMS and has appointed the new member, so as to meet the minimum requirement of the total members of Board of Commissioners.
11. The term of office of members of Board of Commissioners shall automatically terminated, if such members of
Board of Commissioners: a. is declared bankrupt or under guardianship pursuant to a court order; b. is prohibited to have a position as a member of Board of Commissioners under the provision of laws or
regulations; c. is deceased; or d. is dismissed pursuant to a resolution of the GMS.
12. Salaries, allowances, and other remunerations granted to the members of Board of Commissioners shall be
determined by the GMS. 13. If the position of any member of Board of Commissioners office is vacant and the number of members of the
Board of Commissioners is less than 2 (two) persons as indicated under section 1 of this article then, no later than 60 (sixty) calendar days as of such vacancy occurred, a GMS shall be convened to fill the vacancy with due observance to the applicable Capital Market regulations.
14. In case the position of president commissioner is vacant and as long as his/her successor has not been
appointed or assumed the president commissioner position then, a member of Board of Commissioners who appointed by Board of Commissioners meeting shall perform the obligation of the president commissioner and has the same authorities and responsibilities as the president commissioner.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 19
1. The Board of Commissioners shall perform supervision over the management policies, daily management, either relating to the Coampany or Company’s business and shall provide advice to the Board of Directors.
2. The Board of Commissioners shall, at any time, during office hours of the Company, be entitled to enter the
building and the premises of the Company or other places used or controlled by the Company and be entitled to inspect all records, letters, and other evidences, to inspect and examine the financial situation and to know all actions taken by the Board of Directors.
3. The Board of Directors and each member of Board of Directors shall be obliged to give explanations relating
to all matters requested by the Board of Commissioners. 4. In the event that all members of the Board of Directors are suspended or due to any reason the Company
has no member of the Board of Directors, the Board of Commissioners shall temporarily manage the Company. In that case, the Board of Commissioners shall be entitled to grant temporary authority to one or more among the members of Board of Commissioners to manage the Company at the responsibility of Board of Commissioners.
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5. In the case that there is only one member of Board of Commissioners, all tasks and duties vested to the president commissioner or members of Board of Commissioners under this Articles of Association shall also be applicable to him.
6. The Board of Commissioners may, at any time, under a resolution of the Board of Commissioners meeting,
suspend one or more members of the Board of Directors from his/her position (their position) if such member(s) of the Board of Directors engage in actions which contradict the Articles of Association and/or the applicable laws, the said suspension must be accompanied by valid reasons.
7. The said suspension shall be in compliance with the Article 15 section (11) of this Articles of Association.
BOARD OF COMMISSIONERS MEETING
Article 20
1. A Board of Commissioners meeting may be convened at any time when considered necessary by one or more members of the Board of Commissioners or upon the written request of director or upon request of 1 (one) or more shareholders which jointly representing 1/10 (one-tenth) of the total issued shares with valid voting rights.
2. The invitation of the Board of Commissioners meeting shall be made by the president commissioner. In the
event that the president commissioner is not available, of which no evidence to third parties shall be required then, 1 (one) of the members of Board of Commissioners appointed by the president commissioner shall be entitled and authorized for the invitation of the Board of Commissioners meeting.
3. Invitation to the Board of Commissioners meeting shall be delivered by using whatsoever means in writing
and delivered to each member of the Board of Commissioners no later than 3 (three) calendar days before the meeting is convened and in the case of state of urgency, at the latest 1 (one) calendar day before the meeting excluding the date of invitation and the date of meeting, such urgency state shall be determined by the president commissioner. In case of all members of the Board of Commissioners are present or represented at the Board of Commissioners meeting, such prior invitation is not required.
4. Invitation to the meeting shall state the agenda, date, time, and venue of the meeting. 5. The Board of Commissioners meeting shall be convened at the Company’s place of domicile or the
Company’s place of business or at the place of Stock Exchange where the Company’s shares are listed, provided that it is within the territory of the Republic of Indonesia. If all members of Board of Commissioners are present or represented at the meeting, the meeting may be convened wherever within the territory of the Republic of Indonesia and shall be entitled to resolve any valid and binding resolutions.
6. The Board of Commissioners meeting shall be chaired by the president commissioner. In the event the
president commissioner cannot attend or is unavailable, which shall not be required to be proven to any third parties, the meeting shall be chaired by a member of the Board of Commissioners appointed from among members who are present.
7. A member of the Board of Commissioners may be represented at the Board of Commissioners meeting only
by the other member of the Board of Commissioners by virtue of a power of attorney. 8. The Board of Commissioners meeting shall be valid and entitled to adopt binding resolutions if more than 1/2
(one-half) of the total members of the Board of Commissioners is present or represented at the meeting. 9. A resolution of the Board of Commissioners meeting shall be adopted by way of amicable discussion. If a
resolution cannot be achieved through such a manner, a resolution shall be sought through voting based on approving votes of more than 1/2 (one-half) of the total votes validly cast at the meeting.
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10. If the number of approving and disapproving votes are equal, then the proposal shall be refused.
11. a. Each member of Board of Commissioners is entitled to cast 1 (one) vote and 1 (one) additional vote for every member he is representing.
b. Each member of Board of Commissioners who personally in any way either directly or indirectly has an interest in a transaction, the contract or proposed contract, in which the Company becomes one of the parties shall declare the nature of interest at the Board of Commissioners meeting and shall not be entitled to cast vote concerning the matters related to such transaction or contract, unless otherwise stipulated in the Board of Commissioners meeting.
c. A voting concerning any person shall be conducted in enclosed letter without signature, while a voting concerning other matters shall be conducted in verbal unless otherwise determined by the chairperson of the meeting without any objections from members who are present.
12. A minute of Board of Commissioners meeting shall be prepared by a person present at the meeting as
appointed by the chairperson of the meeting, and subsequently signed by the chairperson of the meeting and a member of the Board of Commissioners and/or a representative. If the minute of meeting is prepared by a notary, then the above signatures shall not be required.
13. The minute of Board of Commissioners meeting as referred to in section (12) in this article shall serve as a
valid evidence with respect to the members of the Board of Commissioners as well as any third parties regarding the resolutions adopted at the meeting.
14. The Board of Commissioners may also adopt valid resolutions without convening a Board of Commissioners
meeting, provided that all members have been informed in writing and given their approval in writing by signing such approval. A resolution adopted in such manner shall has the same binding powers as a resolution validly adopted at a Board of Commissioners meeting.
WORK PLAN, FISCAL YEAR, AND ANNUAL REPORT
Article 21
1. The Board of Directors shall prepare and implement the annual work plan. 2. The Board of Directors shall submit the annual work plan to the Board of Commissioners for approval. 3. The approval on the annual report, including the ratification of the annual financial statements as well as the
Board of Commissioners report on supervisory tasks and decision on profit utilization shall be determined by the GMS.
4. The work plan as referred to in section (1) must be submitted prior to the commencement of the following
financial year. 5. The financial year of the Company shall commence from 1st (first) January to 31st (thirty first) December. At
the end of month of December of each year, the Company’s bookkeeping shall be closed. 6. The Board of Directors must submit the Company’s financial statements to the public accountant appointed
by the GMS to be audited and the Board of Directors shall prepare the annual report with due observance of the applicable laws and make it available at the Company’s office for review by the shareholders as of the date of the invitation of the annual GMS.
7. Within 4 (four) months after the closing of the Company’s financial year, the Board of Directors shall prepare
the annual report in compliance with the applicable laws.
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8. The annual report shall be signed by all members of the Board of Directors and the Board of Commissioners. In case there is a member of Board of Directors and/or Board of Commissioners who does not sign the annual report, specific reasons shall be given in writing. In case there is a member of Board of Directors and/or Board of Commissioners who does not sign the annual report and giving no reasons upon such matter then, the relevant members are deemed to have approved such annual report.
9. The Company shall announce the balance sheet and the profit/loss statement in Bahasa Indonesia nationally
circulated newspaper subject to procedures as stipulated under the rule No. X.K.2 concerning the Obligation for Delivering Periodical Financial Statement of Public Company.
UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDENDS
Article 22
1. The Company’s net profit in any financial year as stated in the balance sheet and the profit and loss statement which have been ratified by the annual GMS and constitutes positive profit balance shall be divided for utilization as determined by the annual GMS.
2. The dividends may only be paid according to financial capability of the Company based on the resolution
adopted in the GMS, such resolution shall also determine the time and the method of payment of dividend. Dividend for one share must be paid to the person in whose name the share is registered in the Shareholders Register with due observance of the Article 9 of this Articles of Association, that will be determined by, or by the authority of the GMS in which the resolution for the distribution of dividend is adopted with due observance of the applicable rules of the Stock Exchange where the Company’s shares are listed.
3. In the event that the annual GMS does not determine other utilization, the net profit shall, after deduction by
the reserve fund as required by the law and this Articles of Association, be distributed as dividends. 4. If the profit and loss statement in a financial year shows a loss that cannot be covered by the reserve fund,
the loss shall remain recorded and entered in the profit and loss statement and in the following financial years the Company shall not be considered as having made any profit as long as the loss recorded and entered in the profit and loss statement have not yet been fully covered, without prejudice to the provisions of the applicable laws.
5. The dividends which remain uncollected within a period of 5 (five) years after the date determined for the
payment of dividends has lapsed, will be entered into a special reserve. The GMS shall determine the method of collection of the dividends that have been entered into such special reserve. The dividends that have been entered into the special reserve as mentioned above and uncollected within a period of 10 (ten) years will become the possession of the Company.
6. As for the shares listed a the Stock Exchange, the applicable rules of the Stock Exchange where the
Company’s shares are listed will prevail. 7. The Company may distribute the interim dividends prior to the end of financial year of the Company if
required by shareholders representing 1/10 (one-tenth) of total issued shares, due observance of earning projection and financial ability of the Company.
8. The distribution of the interim dividends shall be determined by the resolution of the Board of Directors
meeting and approved by the Board of Commissioners with due observance of section (6) of this article. 9. In the event that after the closing of the financial year, it turned out that the Company suffers loss, the interim
dividends that have been distributed must be returned by the shareholders to the Company.
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10. The Board of Directors and the Board of Commissioners of the Company shall jointly and severally be responsible for the loss suffered by the Company in case the shareholders are unable to return the interim dividends as referred to section (9) of this article.
UTILIZATION OF RESERVE FUNDS
Article 23
1. The Company must retain certain amount of its net profit in every financial year as a reserve fund, as determined by the GMS with due observance of the applicable laws.
2. The obligation to retain certain amount of the net profit shall apply when the Company has a positive balance
of profit. 3. The retaining of the net profit for the reserve fund shall be done until the reserve fund has reached 20%
(twenty percent) of the total issued and paid-up capital. 4. The reserve fund which has not reached the amount as referred to in section (3) of this article may only be
utilized to cover the loss which cannot be covered by other reserves. 5. If the amount of the reserve fund has exceeded 20% (twenty percent) of the total issued and paid-up capital,
the GMS may decide that the ecxess amount may be utilized for the Company’s needs.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION Article 24
1. The amendments to the Articles of Association shall be in compliance with the Company Law and/or Capital
Market regulations. 2. The amendments to the Articles of Association shall be determined by the GMS with due observance of the
provisions contained in this Articles of Association. 3. The amendments to the provisions of the Articles of Association pertaining change of the Company’s name
and/or place of domicile of the Company, purposes and objectives, as well as business activities, duration of the Company’s establishment, the amount of authorized capital, reduction of the issued and paid-up capital and/or change of the status of the Company from a private company to a public company or vice-versa, shall be subject to approval from the Ministry of Justice and Human Rights as required by the applicable laws.
4. The amendments to the Articles of Association pertaining to the matters other than as referred to in section
(3) of this article shall be sufficiently reported to the Ministry of Justice and Human Rights of the Republic of Indonesia with due observance of the provisions of the Company law.
5. The provisions concerning reduction of capital shall be with due observance of the applicable laws, especially
the Capital Market regulations.
MERGER, CONSOLIDATION, ACQUISITION, AND SPIN-OFF Article 25
1. Merger, consolidation, acquisition, and spin-off shall be determined by the GMS in compliance with the
provisions as referred to in Article 14 section (3) of this Articles of Association. 2. Further provisions concerning merger, consolidation, acquisition, and spin-off shall be as stipulated under the
applicable laws, especially the Capital Market regulations.
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DISSOLUTION, LIQUIDATION, AND EXPIRATION OF LEGAL ENTITY STATUS Article 26
1. Dissolution of the Company can be done under the resolution of the GMS subject to provisions as referred to
in Article 14 section (3) of this Articles of Association. 2. Further provisions concerning dissolution, liquidation, and expiration of legal entity status shall be as
stipulated under the applicable laws, especially the Capital Market regulations.
DOMICILE Article 27
The shareholders shall, for the matters relating to the Company, be deemed of having place of domicile at the addresses as recorded in the Shareholders Register with due observance of the applicable laws and the Capital Market regulations as well as the Stock Exchange rules where the Company’s shares are listed.
CLOSING PROVISION Article 28
Any and all matters that are not or not yet adequately provided in this Articles of Association shall be decided by the GMS. THE MANAGEMENT OF THE COMPANY HEREBY DECLARES THAT THE ARTICLES OF ASSOCIATION CONTAINED IN THIS PROSPECTUS IS THE LATEST ARTICLES OF ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH RULE NUMBER IX.J.1.
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XX. TERMS OF SHARES SUBSCRIPTION 1. Shares Subscription
Shares Subscription shall be carried out in conformity with the terms and requirements set forth in this Prospectus and the Shares Subscription Form (“SSF”). SSFs are available from the Underwriters or Selling Agents that are listed in Chapter XXI of this Prospectus. Shares subscription shall be carried out using the original SSF issued by the Underwriters, made in 5 (five) copies. Subscriptions that are not in conformity with the terms referred to above shall not be processed. Each subscriber shall maintain a Securities Account at the Securities Companies or Custodian Banks that are Account Holders at the Kustodian Sentral Efek Indonesia (“KSEI”).
2. Eligible Subscribers Eligible Subscribers are Individuals and/or Institutions or Corporate Entties as defined in Law No. 8 Year 1995 dated 10 November 1995 regarding the Capital Market, Rule No. IX.A.7, Annex to the Decree of Chairman of Bapepam and LK No. Kep691/BL/2011 dated 30 December 2011 regarding Subscription and Allotment of Securities in a Public Offering.
3. Minimum Subscription Quantity Subscription of shares shall be submitted in a mínimum amount of 1 (one) unit of transactions consisting of 500 (five hundred) shares and subsequently, in multiples of 500 (five hundred) shares.
4. Securities Registration in Collective Depository All shares offered by the Company through this Initial Public Offering are registered at PT Kustodian Sentral Efek Indonesia (“KSEI”) under the Agreement of Equity Securities Registration in KSEI No. SP-0024/PE/KSEI/0713 signed by and between the Company and KSEI on 16 July 2013.
A. Upon registration of the Shares in KSEI, the following conditions shall apply to the Offerred Shares:
1. The Company shall not issue any Collective Shares Certificate (”CSC”) for the shares offered in this Initial Public Offering. The Offered Shares shall be distributed electronically and administered in KSEI’s Collective Depository. Shares issued in this Initial Public Offering shall be credited to the Securities Account on behalf of the Account Holder by no later than the date of the shares distribution following the receipt of shares registration confirmation under the name of KSEI from the Company/SAB.
2. Before the shares offerred in this Initial Public Offering are listed on the Stock Exchange, subscribers shall receive confirmation of allotment registerd under the name of the subscribers in the form of Allotment Confirmation Form (”ACF”)
3. The Company shall issue Shares Subscription Confirmation Form (”SSCF”) to KSEI as evidence of
registration in the Company’s Shareholders List for the shares in Collective Depository.
4. KSEI, Securities Companies or Custodian Banks shall issue a written confirmation to the account holders which serve as a confirmation of share ownership. The Written Confirmation is a legitimate confirmation letter for the shares registered in the securities account.
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5. Transfer of shares ownership shall be carried out by way of transfer between Securities Accounts at KSEI.
6. Shareholders registered in the Securities Accounts shall be entitled for dividend, bonus shares, pre-
emptive rights, and the rights to cast vote in GMM and other rights that are inherent with the shares.
7. Payment of dividends, bonus shares and grant of pre-emptive rights to shareholders shall be carried out by the Company or the SAB appointed by the Company, through the Securities Accounts at KSEI to be subsequently forwarded to the Beneficial Owner of the securities accounts at the Securities Companies or Custodian Banks.
8. Subsequent to the Initial Public Offering and the listing of the Company’s shares, shareholders who
wish to obtain the shares certificate may withdraw the shares from Collective Depository at KSEI after such shares are distributed to the Securities Account of the appointed Securities Companies or Custodian Banks.
9. The withdrawal shall be carried out by filing an application for shares withdrawal in the form of Shares
Withdrawal Form to KSEI through the Securities Companies or Custodian Banks admistering such shares.
10. Shares withdrawn from the Collective Depository shall be issued in the form of Collective Shares
Certificate by no later than 5 (five) business days following the receipt of the aforementioned application by KSEI and shall be issued under the name of the shareholders as requested by the Securities Companies or Custodian Banks administering the shares.
11. Parties intending to settle transactions of the Company’s shares shall appoint a Security Company or
Custodian Bank that are registered as Account Holders at KSEI to administer the shares.
B. Shares withdrawn from KSEI’s Collective Depository and for which are a Collective Shares Certificate are issued cannot be used for the settlement of transactions in the stock exchange. Further information regarding shares withdrawal proceduresis available at the Underwriters or Selling Agents where the respective SSFs were filed.
5. Submission of Shares Subscription Order
During the Offering Period, eligible subscribers may submit shares subscription order during normal working hours to the Underwriters or Selling Agents where the SSFs are obtained. Each party is elibgle only for 1 (one) form, submitted by the respective subscriber supplemented by photocopy of identification (Resident Identity Card or Passport for individual and Articles of Association for legal entity) and performs full payment in accordance with the total subscription. In addition to providing photocopy of passport, foreign subscribers shall completely and clearly state his/her name and address in the country of origin and the legitimate legal domicile in the SSF and perform full payment in accordance with the total subscription. Selling Agents, Underwriters, Joint Lead Underwriters and the Company reserve the right to reject the shares subscription in the event of incomplete SSF or failure to meet the requirements of shares subscription.
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6. Offering Period Offering Period shall be conducted for the period of 4 (four) working days starting on 9 December 2013 at 10.00 West Time Zone and shall be closed on 12 December 2013 at 15.00 West Time Zone. The Joint Lead Underwriters may shorten the Offering Period in the event that the total subscription exceeds the total shares offered, with prior notification to OJK, which shall be submitted in no less that 1 (one) Business Day.
7. Allotment Date Allotment Date when shares allotments are conducted in accordance with the prevailing regulations shall be 16 December 2013.
8. Terms of Payment Payments can be made in cash, RTGS, transfer or rupiah denominated bank drafts or cheques and paid by the respective Subscriber (representatives are not allowed), by presenting the original identification and the respective photocopy and complete and duly filled-in SSF to the Underwriters or Selling Agents at the time the SSFs are filed and all payment shall be paid to the account of the Joint Lead Underwriters as described below:
Account Holder: PT Kresna Graha Sekurindo Bank Mandiri
Branch Bursa Efek Indonesia Account number: 1040001026736
In the case of payment by cheques or bank drafts, the respective cheques or bank drafts shall bear the name of the parties filing or signing the SSF. Cheques or bank drafts owned by or bearing the name of a third party are not acceptable as payment. To avoid late payment, on the last day of the Offering Period, payment shall be made in cash, RTGS or transfer between Bank Mandiri accounts. All payment shall be cashed or accepted in good funds in the above account by no later than 17 December 2013 15.00 West Time Zone. SSFs which payments are not received in the above account on 17 December 2013 15.00 West Time Zone are considered void and uneligible for allotment. All fees and charges related to the payment process shall be borne by the subscribers. All cheques and bank drafts received shall be immediately endorsed upon receipt, in the event that such cheques and bank drafts are dishonored by the drawing bank, the related shares subscriptions shall be automatically considered void. Payment of specific shares subscription shall be made directly to the Company. Payment made by transfer from accounts in other banks shall be supplemented with a copy of the Credit Clearing Note from the respective bank, which states the SSF and SSL reference number.
9. Receipts
The Lead Underwriters or Selling Agents receiving the SSF shall return to the subscribers, the 5th copy of the originally signed SSF as a Receipt of Shares Subscription. Such Receipt of Shares Subsctiption is not a guarantee that the shares subscription shall be fulfilled. The Receipt of Shares Subscription shall be maintained to be returned at the time of refund and/or receipt of the ACF for the shares subscription. Receipt of Shares Subscription for specific shares subscription shall be submitted directly to the Company.
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10. Shares Allotment
Allotment shall be carried out by the Joint Lead Underwriters as the Allotment Manager by using a combinded method of Pooling and Fixed Allotment System in accordance with Bapepam Rule No. IX.A.& regarding Responsibilities of Allotment Managers with Respect to Subscription and Allotment of Securities in a Public Offering, Annex to the Decree of the Chairman of Bapepam and LK No. Kep691/BL/2011 dated 39 December 2011 and other prevailing laws and regulations, including the Capital Market Law. Allotment Managers shall submit to OJK the Accountant Audit Report regarding the fairness of allotment implementation by adhering to Bapepam-LK Rule No. VII.G. 12, Annex to Decree Bapepam-LK Chairman No. Kep-17/PM/2004 dated 13 April 2004 regarding Guidelines for Accountants on Audit of Securities Subscription and Allotment or Distribution of Bonus Shares and Rule No. IX.A.7 regarding Subscription and Allotment of Securities in a Public Offering, by no later than 30 (thirty) days following the allotment date. The Company shall submit to OJK the Initial Public Offering Report by no later than 5 (five) business days following the Allotment Date in accordance with Bapepam and LK Rule No. IX.A.2 regarding Procedures for Registration Statement in Relation to a Public Offering. The allotment shall be conducted using a combined method of Pooling and Fixed Allotment system, whereby Fixed Allotment shall be limited to a maximum of 98% (ninety-eight pecent) of the offered shares. The remaining 2% (two percent) shall be allotted using the pooling method.
i) Fixed Allotment
Allotment using the fixed allotment system shall only be exercised upon fulfillment of the following requirements: a. Allotment Managers determine the percentage and the Parties to obtain the Fixed Allotment in the
Initial Public Offering. The determination of Fixed Allotment percentage shall duly consider the interest of individual subscribers;
b. Total Fixed Allotment as referred to in point a includes the allotment for the Company’s employees subscribing in the Initial Public Offering (if any) with a maximum amount of 10% (ten percent) of the shares offered in this Initial Public Offering;
c. Fixed Allotment is restricted for the following subscribers: a) Directors, Commissioners, employees or Parties with share ownership of 20% (twenty percent) or
more in a Security Company which acts as Underwriters or Selling Agents with respect to the Initial Public Offering;
b) Directors, Commissioners and/or the Company’s principal shareholders; or c) Affiliate of the Parties referred to in point a and b, who are not subscribing for the interest of a third
party. d. In the event of oversubscription in this Initial Public Offering; Underwriters, Selling Agents and its
affiliated parties are prohibited from purchasing or owning shares on their behalf; and e. In the event of undersubscription in this Initial Public Offering; Underwriters, Selling Agents and its
related parties are prohibited from selling the shares acquired or to be acquired based on the Underwriting Agreement, unless through the Stock Exchange provided it has been disclosed in the Prospectus that such shares shall be listed on the Stock Exchange.
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ii) Pooling In the event that the subscribed shares exceed the offered shares, the Allotment Managers shall exercise the remaining shares allotment procedures after allocation of fixed allotment as follows: a. After exempting subscribers who are: (i) directors, commissioners, employees or Parties with 20% or
more share ownership in a Security Company that acts as the Underwriter or Selling Agent with regard to this Initial Public Offering; (ii) the Company’s directors, commissioners, and/or principal shareholders; or (iii) affiliate of Parties referred to in point (i) and (ii), who are not submitting shares subscription on behalf of a third party, the allotments shall be as follows: 1. Non-exempted subscribers shall receive all subscribed Shares; and 2. In the event that non-exempted subscribers have received full allotment and the Offered Shares
still remain, the remaining shares shall be allocated proportionally to the subscribers who are (i) directors, commissioners, employees or Parties with 20% or more share ownership in a Security Company that acts as the Underwriter or Selling Agent with regard to this Initial Public Offering; (ii) the Company’s directors, commissioners, and/or principal shareholders; or (iii) affiliate of Parties referred to in point (i) and (ii), who are not submitting shares subscription on behalf of a third party.
b. In the event that there are remaining shares after exempting the subscribers as defined in point a, which are less the the remaining shares subscription, the allotment for non-exempted subscribers shall be allocated based on the following requirements: 1. Non-exempted subscribers shall receive 1 (one) unit of transaction at the Stock Exchange,
provided that adequate units of transaction are available. If such units are unavailable, the remaining units of transactions shall be allocated by way of lottery. The number of shares included in the unit of transaction referred to above is the highest unit of transaction set by the Stock Exchange where such shares are to be listed;
2. In the event of remaining shares, subsequent to allocation of 1 (one) unit of transaction to non-exempted subscribers, the remaining shares shall be allocated proportionally in unit of transactions in accordance with the number of shares subscribed by the subscribers.
11. Postponement or Cancellation of the Initial Public Offering
Within the period from the Effectiveness of the Registration Statement to the end of the Offering Period, the Company reserves the right to postpone the Initial Public Offering for a maximum period of 3 (three) months subsequent to the Effective Statement or to cancel the Initial Public Offering based on the terms set forth in the Underwriting Agreements and all the amendments, changes and additions thereof and with due consideration to Rule No. IX.A.2, provided that there are events beyond the Company’s capabilities and control, which include the followings: a. Decline of the IDX composite by more than 10% (ten percent) for 3 (three) consecutive exchange days; b. Natural disasters, war, riots, fire, strikes which significantly affect the Issuer’s going concern; and/or c. Other events which significantly affect the Issuer’s going concern as defined by OJK. In the event that Cancellation of the Initial Public Offering occurs prior to the effectiveness of the Registration Statement, the Company and the Joint Lead Underwriters shall provide a written notification to OJK.
12. Subscription Refund
Subscribers whose subscriptions are declined in parts or in whole or in the event of cancellation of this Initial Public Offering shall be refunded in Rupiah denomination by the Underwriters or Selling Agents where the respective SSFs were filed. The refund shall be made by no later than 2 (two) Business Days subsequent to the end of Allotment Date or the announcement date of the aforementioned cancellation.
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Refunds that are made in the period exceeding 2 (two) Business Days subsequent to the end of Allotment Date or the announcement date of the Initial Public Offering cancellation shall be entitled for interest for each day of delay at the amount equals to the interest rate of 1 (one) month Rupiah denominated current account at Bank Mandiri, that are effective commencing on the 3rd Busines Day subsequent to the Allotment Date or 2 (two) Business Day subsequent to the date of cancellation or postponement of the Initial Public Offering, calculated proportionally for each day of delay. The procedures for refunds as referred to above are as follows:
a. Payment shall be made in cash, cheque or bank draft bearing the name of the subscribers upon presentation or submission of Receipt of Shares Subscription and identity card to the Underwriter where the Shares Subscribtion Form was filed by the respective subscriber, in accordance with the terms stated in the SSF and for which the subscribers are exempted from Bank Mandiri’s administration fee or transfer fee. Payment by cheque shall be addressed to the subscriber filing (signing) the SSF.
b. Payment may be sent by the Underwriters or directly collected by the respective subscriber by presenting
or submitting identitiy card to the Underwriters where the SSF was initialy filed or to the Company (in the case of Specific Subscribers), in accordance with the terms set forth in the SSF. In the event that the shares subscription refunds are available but not collected by the subscribers within 2 (two) Business Days subsequent to the date of termination of the Agreement resulting in the cancellation of the Initial Public Offering, the Joint Lead Underwriters and/or Underwriters and/or the Company (in the case of Specific Subscribers) shall not be held liable and therefore the obligation to pay the fine to subscribers shall cease to exist.
Shares subscription refunds shall be processed only upon submission of Receipt of Shares Subscription. Payment of subscription refund may be made in cheque addressed to the subscribers filing the SSF or bank draft, directly by investors in the office of Underwriters or Selling Agent where the SSFs were initialy filed by submitting the Receipt of Shares Subscription. Refund of shares subscription for specific subscribers shall be administered and conducted by the Company.
13. Delivery of Allotment Confirmation Form (“ACF” ) for the Shares Subscription
Distribution of shares to each securities account in KSEI under the name of the Securities Companies or Custodian Banks appointed by the subscribers on behalf of the subscribers shall be carried out in no later than 2 (two) Business Days subsequent to the Allotment Date. ACF for the shares subscription can be collected at the appointed Shares Administration Bureau by presenting the subscriber’s original identity card and receipt of shares subscription. Delivery of ACF for specific subscription shall be conducted by the Company.
14. Others
The Joint Lead Underwriters and the Company reserves the right to accept or reject the shares subscriptions, in parts or in whole. In the event of oversubscription and it is proven that certain parties filed more than 1 (one) shares subscription form, either directly or indirectly, the Allotment Managers shall only include 1 (one) shares subscription form first filed by the respective subscriber, in accordance with the provisions of Rule No. IX.A.7 Annex to the Decree of the Chairman of Bapepam and LK No. Kep691/BL/2011 dated 30 December 2011 regarding Subscription and Allotment of Securities in a Public Offering. In the event that the shares subscription forms are received by the Joint Lead Underwriters, cancellation in parts or in whole by the subscribers is prohibited.
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XXI. DISTRIBUTION OF PROSPECTUS AND SHARES SUBSCRIPTION FORM The Prospectus and Shares Subscription Forms are available at the office of the appointed Underwriters and Selling Agents, namely the Securities Brokers registered as members of the IDX as listed below:
JOINT LEAD UNDERWRITERS
PT Kresna Graha Sekurindo Tbk Kresna Tower B, 6th Floor
Parc 18 SCBD Jl. Jend. Sudirman Kav. 5253
Jakarta 12190 Phone: (+6221) 25557000
Fax: (+6221) 29391950
PT Mandiri Sekuritas Plaza Mandiri, 28th Floor
Jl. Jend. Gatot Subroto Kav. 36-38 Jakarta 12190, Indonesia Phone: (+6221) 526 3445
Fax: (+6221) 5263507
UNDERWRITERS Public Offering Booth shall be opened during the Offering Period at .
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