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January 9, 2006

Letter No. AN/P/xx/06

PT Multi Agro Persada Tbk


Wisma Millenia 3rd Floor
Jl. MT Haryono Kav. 16
Jakarta 12810

Attention of:

Gentlemen:

This engagement letter will confirm our understanding of the arrangements for the regular
annual audit of the consolidated financial statements of PT Multi Agro Persada Tbk (the
Company) and Subsidiary for the year ended December 31, 2005.

Background

The Company was domiciled in Jakarta and is engaged in the distribution of animal feeds.
The Company has a subsidiary, PT Bintang Terang Gemilang (BTG), which is commercially
engaged as an animal feed producer. BTG has production facility located in Cikande,
Margomulyo and Sidoarjo. To support distribution of such animal feeds, the Company also
has depots in Bali, Yogyakarta and Semarang.

Previously, the Company’s shares are actively traded on Jakarta Stock Exchange (BEJ) and
Surabaya Stock Exchange (BES). However, because of the acquisition 98.34% of the
Company’s shares by Aspac Food Industries PTE., Ltd., in second half of 2005, the
Company effectively delisted from BEJ and BES on October 25, 2005. The remaining shares
of the Company are still owned by approximately 700 individuals, in hence the Company is
still subject to the Capital Market Supervisory Board (BAPEPAM) rules and regulation.

Drs. Anwar BAP – DFK International Short Profile

Drs. Anwar BAP was founded by Mr. Anwar Setya Budi in June 2003. Mr. Anwar was an
Audit Manager in one of “Big Four” Public Accounting Firms in Indonesia, with over ten years
of extensive experience. As a newly registered public accountants, Drs. Anwar BAP started
with providing assurance and accounting services. As the firm grew, Drs. Anwar BAP
enhanced its services by including tax advisory, corporate finance as well as management
consulting to its line of professional services. Currently, our clients are engaged in a broad
range of business and other activities locally and internationally, including several publicly
listed companies. With our network of consulting and specialized services, we can quickly
mobilize our resources to help our clients realize their vision across business: diversified by
industry, geography or technology.

As part of our endeavor to improve our quality of services, in July 2005, Drs. Anwar BAP
joined the DFK International, a worldwide association of independent accounting firms and
business advisers. Through the DFK network of over 280 worldwide offices in 76 countries,
Drs. Anwar BAP is well positioned to provide clients with global knowledge and services, as
well as to identify and link clients to potential international business opportunities.
Drs. Anwar BAP also became a member of the Indonesian Institute of Accountants and the
Capital Market Accountant Forum. In addition, Drs. Anwar BAP has also been registered as
public accounting firm in Capital Market Supervisory Board of Indonesia as well as in Bank
of Indonesia, the Indonesian Central Bank.

Audit Scope, Responsibilities and Limitations

We will perform audit of the consolidated financial statements of the Company and
Subsidiary for the year ending December 31, 2005 with the objective of rendering an opinion
on such financial statements. Our audits will be performed The preparation of the financial
statements, including the adequacy of the disclosures therein are the responsibility of the
Company’s management. This responsibility also includes the proper maintenance of
accounting records and internal controls, selection and application of accounting policies, and
safeguarding of the Company’s assets. Our responsibility is to express an opinion on these
financial statements based on our audit.

We will conduct our audit in accordance with auditing standards established by the Indonesian
Institute of Accountants (IAI). Accordingly, we will examine, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. We will also assess the
accounting principles used and significant estimates made by management, as well as
evaluate the overall financial statement presentation in accordance with the requirements of
the Statements of Financial Accounting Standards (PSAK) issued by the IAI. Accordingly, our
opinion on such financial statements depends on the results of the audit procedures which we
will conduct. We believe that our audit will provide a reasonable basis for our opinion.

The auditing standards established by the IAI require that we plan and perform the audit to
obtain reasonable, not absolute, assurance that the financial statements are free of material
misstatement, whether caused by error and irregularities including fraud or embezzlement or
falsification and illegal acts by the Company. Our audit also has an inherent risk, accordingly,
a material misstatement may remain undetected. Also, an audit is not designed to detect error
and irregularities including fraud or falsification and illegal acts by the Company that are
immaterial to the financial statements. However, we will bring to your attention material
misstatements and fraudulent or illegal acts of which we become aware during our audit.
Pursuant to professional standards, in the unusual event that we are unable to complete the
audit or are unable to form or have not formed an opinion, we may decline to express an
opinion or decline to issue a report as a result of the engagement.

While an audit includes obtaining an understanding of internal control sufficient to plan the
audit and to determine the nature, timing and extent of audit procedures to be performed, it is
not designed to provide assurance on internal control or to identify significant deficiencies in
internal control. However, we will bring to the attention of senior management and the board
of commissioners or audit committee (or others with equivalent authority) significant
deficiencies in the internal control structure which are noted by us in the conduct of our audit.

This assignment is not intended to identify any fraud, illegal acts or material omission. This
arrangement also is not intended to identify any possibility of fraud, illegal acts or material
omission with or without any intention. We wish to emphasize that the collusion both in internal
and external of organization are difficult to avoid. However, we will bring to your attention our
improvement recommendation to detect any possibility of fraud, illegal acts or material
omission, and it will be included in our report, if we find any indication of fraud, illegal acts or
material omission through the procedures that we performed during our engagement.
In accordance with the Government of Indonesia Regulation No. 24/1998 dated February 14,
1998 as amended by the Government of Indonesia Regulation No. 64/1999 dated July 9,
1999 and most recently updated by the Minister of Industry and Trade Decision Letter
No. 121/MPP/Kep/2/2002 dated February 25, 2002, the Company, should it qualify under the
companies identified in this regulation, is obliged to submit its audited annual financial
statements and company profile to the Directorate of Corporate Registration of the Ministry
of Industry and Trade directly by the Company or through the external auditors. In case the
submission is through the external auditors, we need the Company to give us power of
attorney for submitting the company profile and such audited financial statements.
The working papers prepared in conjunction with our work are our property and constitute
confidential and proprietary information that will be retained by us in accordance with our
policies and procedures.

Deliverables

Our deliverables will cover the followings:

1. Independent Auditor’s report on the consolidated financial statements for the year ended
December 31, 2005 of PT Multi Agro Persada Tbk and Subsidiaries.
2. Independent Auditor’s report on the financial statements for the year ended
December 31, 2005 of PT Bintang Terang Gemilang.
3. If requested by the Company’s management and under the conditions that we have
identified any weaknesses and deficiencies of the Company’s internal control and
financial reporting process during our audit, we will issue our findings and
recommendation report (management letter) which contains significant
deficiencies/weakness in the internal control and financial reporting structure/systems as
well as our recommendations of action plan to be taken by the Company’s management.

The audit reports will be submitted in bilingual, Bahasa Indonesia and English.

Our Audit Process

KAP Drs. Anwar BAP performs the audit process through three audit stages as follows:

1. Audit planning
2. Audit fieldwork
3. Audit summarizing

OUR AUDIT PROCESS


AUDITOR’S
PLANNING FIELDWORK SUMMARIZING OPINION

Audit Planning stage represents the first step of the audit process, which are performed at
the interim audit fieldwork or before starting the year-end audit fieldwork. The audit planning
covers the 4 (four) main activities as follows:

1. Identify Client’s Expectations; The audit strategy and program should be developed to
accommodate our client’s expectation provided that it does not break our independency
for giving the auditor’ opinion.
2. Understand the Client’s Business; is developed mainly to identify the potential
business risks, which might occur and have the impact to the abilities of the Company to
continue as going concern entity.
3. Identify Significant Audit Risks/Issues; which might be, but not limited to, business
risks, fraud risks, litigations and claims risks, financial statements and reporting risks and
control risks.
4. Develop Audit Strategy and Program; to accommodate the client’s expectations and
manage the audit risks

FRAMEWORK OF AUDIT PLANNING

Client’s Identified
Interim
Expectations Other
Business
Fraud
Audit
F/S
Risks
Risks
Risks

DEVELOP AUDIT
STRATEGY/PROGRAM

ENGAGE. AUDIT
STRATEGY/
AUDIT
TEAM TIME
PLANTABLE
FOR &
MATERIALITY
WORK
STRUCTURE & ESTIMATED
SIGNIFICANT
PROGRAM
LEVEL
JOB HOURS
ISSUES
ALLOCATION

Audit Fieldwork represents the core step of audit process. The audit fieldwork might be
divided into 2 (two) sequentially main activities as follows:
1. Assessment of effectiveness design and implementation of the Company’s
internal control; to determine the nature, time and extent of substantive test should be
performed. If the internal control has been implemented effectively, the audit
engagement team could perform the minimum audit procedures. On the other hand, if
the implementation is ineffective, the comprehensive substantive test should be
performed.
2. Perform the substantive test and/or minimum audit procedures based on the audit
work program, which have been established in the audit planning stage and basically,
the main procedures of the substantive test are as follows:

a. Analytical Procedures
b. Supporting Document Examination
c. Third Party Confirmation
d. Physical Observation and Counting
e. Reasonableness Test
f. Cut-off Test
g. Basic Document Review
h. Test of Subsequent Transaction

The substantive test procedures also include related party transactions analysis and
work of expert analysis.

Management is responsible for the identification and disclosure of related parties and
transactions with such parties. While we are responsible for performing audit procedures
designed to obtain evidence regarding management’s identification, proper accounting,
and disclosure, as appropriate, of related parties and related party transactions.

During the audit, the audit engagement team may need to obtain (in conjunction with the
company or independently) audit evidence in the form of reports, opinions, valuations
and statements of an expert. An expert (or specialist) is a person or firm possessing
special skill, knowledge and experience in a particular field other than accounting or
auditing. Experts may include, but are not limited to, actuaries; appraisers; attorneys
other than those engaged to provide services concerning litigation, claims and
assessments; engineers; environmental consultants; and geologists. We are required to
complete certain procedures whenever we plan to use the work of an expert as
evidential matter in support of material amounts or disclosures in the financial
statements:

FRAMEWORK OF AUDIT FIELDWORK

YES
SIGNIFICANT EFFECTIVE
TEST OF
WALKTHROUGH PROCESS CONTROL
DESIGN ?
IDENTIFICATION
NO
NO
EFFECTIVE
SUBSTANTIVE ?
IMPLEMENTATION
TEST

AUDIT WORK PROGRAM YES


MINIMUM
AUDIT
PROCEDURES
Audit Summarizing is the audit stage for summarizing all audit results after accomplishing
the audit fieldwork. The summary audit results will be used as a basis for the independent
auditors’ report. This stage covers the main activities as follows:

1. Summarize the audit adjustment and reclassifications


2. Perform Subsequent Review Analysis
3. Develop Audit Summary Memorandum, Findings and Recommendation
Report/Management Letter and Draft of Management’s Representation Letter
4. Develop Draft of Auditors’ Report

Engagement Schedules and Staff Assistance/Cooperation

We will start our assignment immediately upon the approval of this arrangement letter.

We will perform our audit as expeditiously as possible. However, we need the cooperation
from your accounting personnel will assist us and cooperate in the timely preparation of trial
balances, schedules, account analyses, records, documentation and other related
information and provide clerical assistance as needed. We wish to emphasize that our
ability to complete this work on time will depend largely on the availability and quality of the
required information and documents.

Management’s Responsibilities and Representations

The Company’s management is responsible for the financial statements and for adjusting those
statements to correct material misstatements. This responsibility includes (1) preparation of
books and adequate internal control, application and selection of accounting policies and
safeguarding of Company’s assets, (2) identifying and ensuring that the Company complies
with the laws and regulations applicable to its activities, and (3) making available to us all
financial records and related information and personnel with information of relevance to our
engagement.
As required by auditing standards established by the IAI, we will make specific inquiries of
management about the representations contained in the financial statements and the
effectiveness of internal control. Auditing standards established by the IAI also require that,
at the conclusion of the audit, we obtain representation letters from certain members of
management regarding the management’s responsibility for financial statement presentation
and other representations made during the audit, the completeness of the statements and
information provided to us in relation with our conduct of the audit. The results of our audit
tests, the responses to those inquiries and the written representations comprise the
evidential matter we intend to rely upon in forming an opinion on the financial statements.
Because of the importance of management’s representations to an effective audit, the
Company agrees to release and indemnify, defend and hold harmless Drs. Anwar BAP and
its personnel from any liabilities, claims, costs and expenses arising from any
misrepresentations by management, whether made orally or in writing relating to our
services under this letter
The Company agrees that our maximum liability to the Company for any reason relating to
the services under this letter shall be limited to the fees paid to us for the services or work
product giving rise to liability, and that the Company agrees to indemnify and hold us and our
personnel harmless from any claims, liabilities, costs and expenses collectively referred to
as “Loss” (including any VAT or other taxes payable by Drs. Anwar BAP on amounts paid by
you under this indemnity) arising for any reason, whether brought or incurred by the
Company or any third party which is related to, arises out of, or is in any way associated with
our services or this engagement.

In the event of any controversy or claim arising out of or relating to services covered by this
letter or here-after provided by us for the Company or at its request (including any such
matter involving any parent, subsidiary, affiliate, successor interest, or agent of the Company
or of Drs. Anwar BAP, or involving any person or entity for whose benefit the services in
question are or were provided), shall be submitted first to voluntary mediation, and if
mediation is not successful, then to binding arbitration, in accordance with the alternative
dispute resolution procedures of BANI (Indonesia Board of Arbitration). Judgment on any
arbitration award may be entered in any court having jurisdiction.

If you intend to publish or otherwise reproduce the financial statements together with our
report or otherwise make reference to our Firm in a document that contains other
information, you agree to provide us with a draft of the printed document for our review and
approval before the document is printed and distributed. Furthermore, you agree that the
terms of this engagement do not encompass an undertaking by us (1) to consent, by means
of a separate letter or otherwise, to the inclusion of our auditors’ report on the financial
statements referred to above in a filing with a regulatory agency or otherwise reissue our
report for purposes of a securities offering or other financing transaction, or (2) to
acknowledge reliance on our report by others.

Professional Fees and Billings

Our estimated professional fees for the above-mentioned engagement is Rp ________.

This estimate assumes we will receive appropriate assistance from your staff in the
preparation of schedules and other matters.

The foregoing professional fees will be billed by us as follows:

- First billing, upon acceptance of this letter ……………………………………...…. 50%

- Final billing, upon submission of the draft financial statements ……………...….. 50%

Traveling, report printing costs and other out of pocket expenses incurred in connection with
the audit including 10% value-added tax (PPN) will be for the account of the Company.
Acknowledgment

Please confirm your agreement with the foregoing by signing the duplicate copy of this letter
and returning it to us.

We are pleased to have this opportunity to serve you and assure you that this engagement
will be given our closest attention.

Very truly yours, Acknowledged and Approved by:


PT Multi Agro Persada Tbk

Anwar Setya Budi [NAME]


Managing Partner [POSITION]

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