Académique Documents
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ANNUAL REPORT
RENEWABLE
ENERGY
INFORMATION &
COMMUNICATION
TECHNOLOGIES
RECRUITMENT
SERVICES &
TALENT OUTSOURCING
CONTENTS
Vision, Missions & Values............................................................. 2
Corporate Profile........................................................................... 3
Notice of Annual General Meeting................................................ 4
Financial Highlights....................................................................... 7
Corporate Structure....................................................................... 8
Corporate Information................................................................. 10
Directors Profiles........................................................................ 12
Chairmans Statement................................................................. 14
Statement on Corporate Governance......................................... 17
Audit Committee Report.............................................................. 28
Statement of Directors Responsibilities...................................... 32
Statement on Internal Control..................................................... 33
Additional Compliance Information.............................................. 35
Financial Statements................................................................... 37
List of Properties Held...............................................................112
Analysis of Shareholdings.........................................................113
Proxy Form
(647673-A)
(647673-A)
CORPORATE PROFILE
Mexter Technology Berhad (Mexter or Company) is the holding company of the Mexter Group which as at 31
December 2015 comprises of seventeen (17) subsidiaries. The Mexter Group, which commenced operations in
1992, provides a wide range of solutions and services as below:(a) The provision of E-manufacturing Solutions wherein the Group develops and markets manufacturing
process management solutions which focuses on aiding high volume discrete and hybrid manufacturers to
better plan, schedule, monitor and control their production assets and processes with 3 clear objectives: to
reduce manufacturing costs, drive up product quality and achieve production output targets on a continuous
improvement curve.
(b) The provision of Talent Outsourcing and Recruitment Services wherein the Group provides highly
skilled professionals and services to a diverse range of industries, varying from manufacturing to
telecommunications, healthcare to O&G, and more. The division has the capabilities to provide a complete
suite of services that encompasses manpower and project outsourcing, right up to support and maintenance
outsourcing. In addition, we also provide recruitment services to assist our clients who are searching for
skilled personnel.
(c) The provision of Computing and Electronics Services wherein the Group provides a one-stop shop
service to source, supply, implement and maintain IT hardware including servers, desktop workstations,
laptops, barcode and printing equipment, storage, network equipment, electronic and security products
and building material. In addition, the Group also provides electronics manufacturing services to a range
of established manufacturers. This entails custom designing, fabricating, assembling and testing special
purpose printed circuit boards and electronic components.
(d) The provision of Mobile Services and Solutions wherein the Group via its 80%-owned subsidiary,
MexComm Sdn Bhd (MexComm) provides a mobile messaging gateway for client to facilitate the
broadcasting of mobile content to end-users globally. MexComm provides a wide range of services that
include:
(e) The provision of Mobile and Wed Applications Developments Services wherein the Group provides
both in house products and development services for external customers based on their needs and
requirements. In house products are applications that are developed to be put on sales in the Apple App
Store and Android Google Play for mobile phone user purchase and downloading. Development services
are customized projects for external customers where e-Catalogue, e-Magazine and corporate marketing
apps are offered.
(f) The provision of Renewable Energy Products Sales and Services wherein the Group provides design,
development, consulting, marketing, supply, installation, testing and commissioning services for all forms
of environmental friendly renewable energy and power generated products by any source whether steam,
hydro or tidal, water, wind, solar, hydrocarbon fuel or any other form, kind or description.
(g) The provision of Digital Security Solutions wherein the Group provides architectural hardware and
security solutions for door and window applications including multilevel master keying system. The group
carrying multiple international renowned brands with wide range of products choice aims at providing our
customers the ease of mind securing their homes and properties while maintaining stylish and elegant living
environment.
Mexter understands that success depends on partnerships built on the principles of interdependence - Mexter
needs its clients as much as its clients need the services it provides. Mexters business model is based on
forging business partnerships based on mutual trust, professionalism and a commitment to give the best to each
of our clients.
The Mexter Group operates primarily in Malaysia whereby it has offices in key strategic locations (Kuala Lumpur,
Penang and Melaka) which allows it to be close to its client hence enabling it to better serve its customers. In
addition, the Mexter Group also has offices in Thailand, China and Singapore to cater for its major overseas
clientele and plans to set up more overseas offices in future as part of its expansion strategy.
The greatest asset of the Group is its people. For that reason, the Group currently employs nearly 70 peoples
equipped with the right domain knowledge and skill sets to occupy various senior, middle management and
technical positions to spur the Group to the next level.
(647673-A)
(Please refer to
Note A)
2. To approve the payment of Directors Fees of up to RM133,500 for the financial period
ending 31 March 2017.
(Resolution 1)
(Please refer to
Note B)
3. To re-elect the following directors retiring under the respective provision of the Articles of
Association of the Company, and who being eligible, offered themselves for re-election:a) Ivan Sia Teck Fatt
b) Yee Teck Fah
Article 98(1)
Article 98(1)
(Resolution 2)
(Resolution 3)
4. To re-appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company for the
ensuing year and to authorise the Directors to fix their remuneration.
(Resolution 4)
5. AS SPECIAL BUSINESSES
To consider and if thought fit, to pass the following resolution: ORDINARY RESOLUTIONS
a) Continue in Office as Independent Non-Executive Director(s)
i)
That authority be and is hereby given to Andrew Su Meng Kit who has served as Senior
Independent Non-Executive Director of the Company for a cumulative term of more than
nine years, to continue to serve as Senior Independent Non-Executive Director of the
Company in accordance with the Malaysian Code on Corporate Governance 2012.
(Resolution 5)
ii) That authority be and is hereby given to Dato Hj Mohammad Mokhtar Bin Hj Hasan who
has served as an Independent Non-Executive Chairman of the Company to continue to
serve as Independent Non-Executive Chairman of the Company upon expiry of his tenure
of nine years as Independent Non-Executive Chairman with effect from 1 March 2017 in
accordance with the Malaysian Code on Corporate Governance 2012.
(Resolution 6)
(Resolution 7)
(647673-A)
(Continued)
NOTE:
A. This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965
and the Companys Articles of Association do not require a formal approval of the shareholders and hence,
is not put forward for voting.
B. Upon the change of financial period end (FPE) of the Company from 31 December 2016 to 31 March 2017
which was announced on 15 March 2016, it is thus appropriate for the Company to seek a formal approval
of the shareholders for such payment of Directors fee under the new FPE. Such proposed Fee has been
reduced and proposed for 15 months as compared to the amount approved for previous Financial Year
Ended 31 December 2015.
Proxy
1. For the purpose of determining a member who shall be entitled to attend and vote at the AGM, the Company
shall be requesting the Record of Depositors as at 9 June 2016. Only a depositor whose name appears on
the Record of Depositors as at 9 June 2016 shall be entitled to attend, speak and vote at the said meeting
as well as for appointment of proxy(ies) to attend and vote on his/her stead.
2. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the
Companies Act, 1965 shall not apply to the Company.
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting.
Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the
proportions of his holdings to be represented by each proxy.
4. If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its
attorney.
5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one securities account (omnibus account), there is no limit
to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus
account it holds.
6. To be valid this form duly completed must be deposited at the Registered Office of the Company at
L-05-01, No. 2 Jalan Solaris, Solaris Mont Kiara, 50480 Kuala Lumpur not less than forty-eight (48) hours
before the time for holding the meeting.
Explanatory Note On Special Business:
1. Resolution 5 - Continue in Office as Senior Independent Non-Executive Director
Mr. Andrew Su Meng Kit, the Senior Independent Non-Executive Director of the Company has served
the Board as an Independent Non-Executive Director of the Company for a cumulative term of more than
nine (9) years. After having assessed the independence of Mr. Andrew Su and also the assessment by
the Nomination Committee (NC), regards him to be independent based amongst others, he has remained
objective and independent in exercising his judgment when a matter is put before him for decision, he
also has the experience to make informed decision and participate actively and contribute positively during
deliberations or discussions at Board Meetings. To that, the Board with the recommendation of the NC,
recommend Mr. Andrew Su to continue to serve as Senior Independent Non-Executive Director of the
Company.
The proposed Resolution 5, if passed, enable Mr. Andrew Su to continue to act as Senior Independent
Non-Executive Director of the Company. Otherwise, he will be re-designated as a Non-Independent NonExecutive Director and relinguish his position as the Senior Independent Non-Executive Director of the
Company upon the conclusion of the 12th Annual General Meeting.
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(647673-A)
FINANCIAL HIGHLIGHTS
2011
RM mil
2012
RM mil
2013
RM mil
2014
RM mil
2015
RM mil
51.9
33.7
32.8
43.2
39.5
1.2
(3.3)
(3.0)
(0.9)
(1.6)
0.6
(3.0)
(2.7)
(1.2)
(2.0)
4.3
4.3
3.9
4.3
4.7
Current assets
15.9
10.7
16.6
21.8
20.4
Total assets
20.6
16.5
21.5
27.1
26.9
Share capital
8.9
8.9
17.9
19.7
19.7
(1.1)
(4.1)
(7.6)
(8.7)
(9.1)
Shareholders funds
7.8
4.8
10.3
11.0
10.6
0.7
(3.4)
(2.4)
(0.7)
(1.0)
0.10
0.05
0.06
0.06
0.05
Revenue
Reserves
(647673-A)
CORPORATE STRUCTURE
100%
100%
100%
100%
100%
80%
51%
100%
100% E-G6 Solution (Thailand) Co. Ltd
100%
MexComm Limited
100%
100%
100%
100%
100%
100%
10%
CORPORATE STRUCTURE
(647673-A)
(Continued)
Principal activities
Shareholding
100%
100%
Dormant
100%
100%
80%
Agensi Pekerjaan GenY Hr Sdn Bhd Provision of manpower services and project outsourcing
100%
100%
100%
100%
100%
100%
PT. MexComm
90%
MexComm Limited
100%
100%
49%
10%
100%
100%
51%
10
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CORPORATE INFORMATION
BOARD OF DIRECTORS
AUDIT COMMITTEE
REMUNERATION COMMITTEE
NOMINATION COMMITTEE
COMPANY SECRETARIES
CORPORATE INFORMATION
(Continued)
REGISTERED OFFICE
HEAD OFFICE
SHARE REGISTRAR
AUDITORS
PRINCIPAL BANKER
ACE Market
Bursa Malaysia Securities Berhad
Stock Name : MEXTER
Stock Code : 0075
(647673-A)
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12
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DIRECTORS PROFILES
Dato Hj Mohammad Mokhtar Bin Hj Hasan
He was appointed to the Board of Directors of Mexter on 1 March 2008. He holds a Master in Business
Administration (MBA) from Phoenix International University, New Zealand and a Diploma in Police Science from
Universiti Kebangsaan Malaysia. He retired as the Deputy Commissioner of Police in 2007 after having served
the Malaysian Royal Police for more than 38 years. During his tenure in the police force, he was instrumental
in leading large scale crime prevention operations throughout the country within the various positions he held
which included Deputy Director, Criminal Investigation Department, Officer in-charge of Police District and
Commanding Officer of the Police Field Force and many more. Consequently, he was honoured with numerous
commendations and awards for outstanding leadership and general management, amongst others. His last
position was as the Sabah State Commissioner of Police. He brings with him a wealth of experience in law
enforcement, disaster and crisis management as well as staff management.
Dato Hj Mohammad Mokhtar has attended all Board of Directors Meetings held during the financial year. He
has no conflict of interest with the Company and does not have any relationship with any of the directors and/or
major shareholders of the Company. He has had no conviction for any offences within the past ten (10) years.
He was appointed to the Board of Directors of Mexter on 2 February 2005. He is also the Chief Executive Officer
of the Mexter Group and is in charge of the Groups operations, management, strategic planning as well as the
R&D activities. He graduated from Tunku Abdul Rahman College in 1991 with a Bachelor of Science Degree
in Microelectronics and Physics from Campbell University, North Carolina, United States. He has accumulated
25 years of working experience in both the IT and the automation industries. He began his career in 1991 with
Motorola Sdn Bhd in Seremban as a process automation engineer where he was involved in IT and automation
projects. With his exposure in the IT and the automation industries, he began his entrepreneurial pursuit when
he co-founded Mexter (M) Sdn Bhd (MMSB) in 1992. As one of the founding partners of MMSB, he was
instrumental in the development and expansion of MMSB. Besides driving the business expansion, he has
hands-on technical know-how and was the initiator for many of the in-house developed solutions.
Mr Ivan Sia has attended all Board of Directors Meetings held during the financial year. He has no conflict of
interest with the Company and does not have any relationship with any of the directors and/or major shareholders
of the Company. He has had no conviction for any offences within the past ten (10) years.
He was appointed to the Board of Directors of Mexter on 1 April 2007. He is a member of the Malaysian
Institute of Certified Public Accountants and a Chartered Accountant (Malaysia) with the Malaysian Institute
of Accountants. Started his career under articleship training with an international accounting firm where he
qualified as a Certified Public Accountant. He was involved in various financial and top management positions
in multi-national company, wood based furniture product manufacturing company and internet based company.
He was also a financial/corporate consultant to a company listed on the then Second Board of Bursa Securities
and a Director of Corporate Finance in a merchant bank. He specialises in corporate finance. He is currently the
Executive Director of Asia Knight Berhad and Acme Holdings Berhad, both companies are listed on the Main
Market of Bursa Malaysia.
DIRECTORS PROFILES
(647673-A)
13
(Continued)
He was appointed to the Board of Directors of Mexter on 1 July 2007. He was redesignated as Non-Independent
Non-Executive Director of the Company with effect from 1 January 2016. He holds a Bachelor of Engineering as
well as a Master Degree in Management Science and Operational Research from University of Warwick, United
Kingdom. He has more than 15 years of working experience in the engineering, banking and ICT industries.
He began his career as a Civil & Structural engineer at a leading engineering consultancy firm where he was
responsible for the detailed designs of several major projects in Cyberjaya and Putrajaya. After a 2 year stint,
he subsequently moved on to the banking industry where he has held various managerial positions in Risk
Management, Marketing and Business Intelligence divisions. During his time there, he has spearheaded many
notable IT projects and worked closely with local and regional technology teams in developing new business
systems. He was also entrusted with the task of heading teams comprising of personnel from cross-functional
departments to implement new IT solutions. He is currently an Independent Non-Executive Director of Spritzer
Berhad, a company listed on Bursa Securities.
Mr Kuan has attended all the Board of Directors Meetings held during the financial year. He has no conflict of
interest with the Company and does not have any relationship with any of the directors and/or major shareholders
of the Company. He has had no conviction for any offences within the past ten (10) years.
He was appointed to the Board of Directors of Mexter on 1 September 2011. He has a degree in Bachelor of Laws
and a Barrister-at-Law (Lincolns Inn) United Kingdom. He is a practicing lawyer of over 26 years experience and
had served as a solicitor and consultant to several prominent clients which include several public companies
listed on Bursa Securities. Some of his prior engagement as solicitor and consultant include the acquisition and
disposal of companies listed on Bursa Securities, restructuring, placement and underwriting of new issue, rights
issue, transferable subscription rights, call & put option of shares and securities listed on Bursa Securities. He
had also served as a solicitor and consultant to several public companies listed on Bursa Securities in several
real property transactions of substantial value and assisted in the implementation and successful completion of
housing and hotel and commercial developments. In civil litigation, Mr. Yee had acted as legal counsel in a wide
spectrum of cases including shareholders dispute and corporate receivership.
Mr Yee has attended all Board of Directors Meetings held during the financial year. He has no conflict of interest
with the Company and does not have any relationship with any of the directors and/or major shareholders of the
Company. He has had no conviction for any offences within the past ten (10) years.
14
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CHAIRMANS STATEMENT
Dear shareholders,
On behalf of the Board of Directors of Mexter Technology Berhad (Mexter), it is
my pleasure to present you the Annual Report and Audited Financial Statements
of the Company and its subsidiaries (the Group) for the financial year ended 31
December 2015.
(647673-A)
15
16
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On 1 July 2015, the following subsidiary companies of MEXTER have submitted the application to
Companies Commission of Malaysia (CCM) to strike off their name from the Register under Section 308 of
the Companies Act, 1965 as these companies have been dormant since incorporation:Date of
Incorporation
Shareholdings
(Ordinary shares
of RM1.00 each)
Shareholdings
(%)
28.09.2011
100
100.00
22.12.2011
70
Dividends
The Board of Mexter does not recommend any dividend in respect of the financial year ended 31 December 2015.
FUTURE OUTLOOK / PROSPECTS
The Malaysian economy is likely to see a moderate growth of 4.0%-4.5% in 2016 on expectations of slower
export growth and a pullback in domestic consumption after the government implemented Goods and Services
Tax, which is 6% in April 2015. Lower oil prices were also playing a role in the slowdown. However the supportive
government policy measures especially on the public infrastructure projects of the Economic Transformation
Programme (ETP) are expected to continue driving the growth. The implementation of structural reforms, as
envisioned in the governments New Economic Model, will be vital for boosting competitiveness and sustaining
growth in 2016.
The Board and management will continue to implement business rationalization strategies, by focusing on
effective marketing activities, penetrating new unsaturated overseas markets, developing new solutions and
services, streamlining operations, maintaining prudence in expenditures to ultimately put products and services
at a competitive price to the market, while maintaining the level of services that the market and our clients expect.
Whilst the results of some of these initiatives have borne fruit, most elements of these strategies are ongoing
exercises.
Barring any unforeseen circumstances, the Board expects the Group to stabilize its earnings and improve on its
financial position.
Board changes
There were no changes to the board in 2015.
Acknowledgement
On behalf of the Board, I would like to take this opportunity to extend its appreciation and thanks to the members
of our management team and staff for their hard work and commitment.
The Board also wish to record our gratitude and thanks to customers, suppliers, business associates, bankers,
government authorities and most importantly, the shareholders for their unwavering support and confidence in
the Company.
Thank you.
Dato Hj Mohammad Mokhtar Bin Hj Hasan
Chairman
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17
18
(647673-A)
(Continued)
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19
(Continued)
formulating the nomination, selection and succession policies for members of the Board;
review the structure, size and diversity (including without limitation, gender, age, cultural and
educational background, ethnicity, professional experience, skills, knowledge and length of service)
of the Board;
consider the election criteria and develop procedures for the sourcing and election of candidates to
stand for election by Mexters shareholders or to fill casual vacancies of Directors;
identify and nominate candidates to the Board for it to recommend to Shareholders for election as
Directors;
undertake an assessment of its Independent Directors annually;
review the training needs for the Directors regularly; and
establishing a set of quantitative and qualitative performance criteria to evaluate the performance
of each member of the Board, each Board Committee and reviewing the performance of the Board
as a whole.
Notwithstanding the recommendation of the MCCG 2012, the Board is presently of the view that the
Chairman of NC is no necessity to be held by the Senior Independent Director as Mr. Yee Teck Fah has
served effectively as Chairman based on his calibre, qualification, experience and personal qualities,
particularly his ability to act in the best interest of the Company, to discharge his duties as Chairman of
NC with unbiased judgement.
Details of the TOR for NC are available at its corporate website.
2.2 Develop, maintain and review criteria for recruitment and annual assessment of Directors
The Company has in placed its procedures and criteria for appointment of new directors. All candidates
for appointment are first considered by the NC, taking into account the mix of skills, competencies,
experience, professionalism and other relevant qualities required to well manage the business, with
the aim to meet the current and future needs of the Board composition. The NC also evaluates the
candidates character and ability to commit sufficient time to the Group. Other factors considered for
appointment of Independent Director will include the level of independence of the candidate. During the
financial year ended 31 December 2015, no new director was appointed.
20
(647673-A)
(Continued)
The Companys remuneration policy for Directors is formulated to attract and retain individuals of the
necessary calibre needed to run the business of the Group successfully. The remuneration is structured
to link experience, expertise and level of responsibility undertaken by the Directors. The Directors play
no part in deciding their own remuneration and shall abstain from discussing or voting on their own
remuneration.
(647673-A)
21
(Continued)
Directors
Executive Directors
Non-Executive Directors
Total
Salaries &
Allowance
RM000
Fees
RM000
Benefits in
Kind
RM000
Total
RM000
851
48
899
12
96
108
863
144
1,007
The number of Directors for each band of total remuneration received is as follows:Executive
Directors
Non-Executive
Directors
Total
Below RM50,000
RM350,001 to RM400,000
RM500,001 to RM550,000
Band
Details of the remuneration of each Director are not disclosed as the Board is of the view that the
transparency and accountability aspects of corporate governance on disclosure of Directors
remuneration are appropriately served by the above disclosures.
Details of the TOR for RC are available at its corporate website.
3. REINFORCE INDEPENDENCE
3.1 Annual assessment of independence
The NC played an important role to assist the Board in assessing the independence of Non-Executive
Directors of the Company on annual basis. The NC develops the criteria to assess independence of
Independent Director, include but not limited to directors background, family relationships, interest of
shareholdings in the Company and related party transactions with the Group.
Based on the Assessment conducted by the NC, the Board is generally satisfied with the level of
independence demonstrated by all the Independent Directors of the Company and their ability to act in
the best interest of the Company.
22
(647673-A)
(Continued)
The ability of a Director to serve effectively as an Independent Director is very much dependent on
his calibre, qualification, experience and personal qualities, particularly his integrity and objectivity,
and has no real connection to his tenure as an Independent Director.
NC conducts an annual assessment of Independent Directors in respect of inter alia their skills,
experience and contributions, and whether the Independent Directors are able to discharge
their duties with unbiased judgement. Furthermore, the NC also reviews the Directors Profile of
Independent Directors and assess its family relationship, interest of shareholdings in the Company
and related party transactions with the Group (if any).
3.3 Shareholders approval to retain an Independent Director who has served for more than nine (9)
years
Mr. Andrew Su Meng Kit
Mr. Andrew Su Meng Kit, the Senior Independent Non-Executive Director of the Company has served
the Board as an Independent Non-Executive Director of the Company for a cumulative term of more
than nine (9) years.
After having assessed and reviewed, the NC was of the view that Mr. Andrew Su has demonstrated
throughout the terms of his office to be independent by exercising independent judgment when a matter
is put before him for decision. In addition, he also has the necessary knowledge of the business and
operations of the Group and has the experience to make informed decision and participate actively and
contribute positively during deliberations or discussions at Board Meetings. The length of his service
on the Board does not in any way interfere with his exercise of independent judgment and ability to act
in the best interests of the Group. The Board has assessed and with the recommendation of the NC,
strongly recommend to the members of the Company to vote in favour of the resolution for Andrew Su
Meng Kit to continue to serve as Senior Independent Non-Executive Director of the Company.
Dato Hj Mohammad Mokhtar Bin Hj Hasan
Dato Hj Mohammad Mokhtar Bin Hj Hasan, the Independent Non-Executive Chairman of the Company
who has served on the Board since 1 March 2008. His term of office as an Independent Non-Executive
Director will be 9 years cumulatively by 28 February 2017, which is before the AGM to be held in
year 2017. In accordance with the Code, the tenure of an independent director should not exceed a
cumulative term of nine years. It is thus appropriate for the Company to recommend such retention upon
expiry of his tenure of nine years as Independent Non-Executive Director at this forthcoming AGM.
After having assessed the independence of Dato Hj Mohammad Mokhtar and also the Assessment
by the NC, regards him to be independent based amongst others, he has demonstrated throughout
the terms of his office to be independent by exercising independent judgment when a matter is put
before him for decision. Thus, he would be able to function as check and balance, provide broader
view and brings an element of objectivity to the Board. To that, the Board with the recommendation of
the NC, recommend Dato Hj Mohammad Mokhtar to continue to serve as Independent Non-Executive
Chairman of the Company.
Save for the aforesaid, the remaining 1 Independent Director of the Company served less than tenure
of nine (9) years in the Company.
(647673-A)
23
(Continued)
24
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(Continued)
Meeting Attendance
4/4
4/4
4/4
4/4
4/4
To ensure that the Directors have the time to focus and fulfill their roles and responsibilities effectively
and in line with the Listing Requirements, a Director of the Company must not hold directorships of more
than five (5) Public Listed Companies and must be able to commit sufficient time to the Company.
The Directors are required to submit an update on their other directorships from time to time for
monitoring of the number of directorships held by the Directors of the Company and for notification to
Companies Commission of Malaysia accordingly.
4.2 Continuing education programmes
The Directors are mindful that they should continue to attend training programmes to enhance their
skills and knowledge where relevant, as well as to keep abreast with the changing regulatory and
corporate governance developments.
Save for Andrew Su Meng Kit whom was unable to attend any training during the year of 2015 due to
his tight schedule and travel commitments, the details of trainings attended by each Director for the
financial year ended 31 December 2015 were as follows:-
Name of Director
Mode of
Training
Seminar
1/2
Seminar
1/2
Seminar
Dato Hj Mohammad
Mokhtar Bin Hj Hasan
Workshop
Workshop
1/2
Forum
1/2
Course Title
No. of Day
Spent
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25
(Continued)
26
(647673-A)
(Continued)
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27
(Continued)
This statement was made in accordance with a Board of Directors Resolution dated 13 April 2016.
28
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Designation
Date of
Appointment
Date of
Resignation
Meeting
Attendance
Chairman
Senior Independent
Non-Executive Director
25 Apr 2007
4/4
1 Mar 2008
4/4
1 Sept 2011
4/4
Member
Independent Non-Executive Director
(647673-A)
29
he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants
Act 1967; or
o he must be a member of one of the association of accountants specified in Part II of the 1st
Schedule of the Accountants Act 1967; or
fulfils such other requirements as prescribed or approved by the Bursa Securities from time to time.
In addition to the above, the Audit Committee shall meet with the External/Internal Auditors without the Executive
Board members or members of the management or employees present, whenever deemed necessary.
Secretary and Minutes of Meeting
The Company Secretary shall be the secretary to the Audit Committee and shall be present at all meetings to
record minutes. Minutes of each meeting shall be prepared and entered into the books of the Company provided
for the purpose and sent to the Audit Committee members and shall be made available to all Board members.
The minutes shall be signed by the Chairman of the Audit Committee.
30
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have the authority to investigation any matter within its terms of reference;
have the resources which are required to perform its duties;
have full and unrestricted access to any information pertaining to the Company;
have direct communication channels with the External Auditors and person(s) carrying out the internal audit
function or activity (if any);
be able to obtain independent professional or other advice; and
be able to convene meetings with the External/Internal Auditors, excluding the attendance of the Executive
Board members or members of the management or employees, whenever deemed necessary.
to serve as a focal point for communication between non-audit committee directors, the External Auditors,
Internal Auditors and the Management;
to assist the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices
of the Group and the sufficiency of auditing relative thereto; and
to assist the Board in assuring the independence of the Companys External Auditors, the integrity of
Management, the adequacy of disclosures to shareholders, and the adequacy of internal controls.
(647673-A)
31
32
(647673-A)
That the Group and Company have applied appropriate accounting policies consistently;
That reasonable and prudent judgments and estimates were made;
That all applicable approved accounting standards have been adhered to; and
That the preparation of the financial statements is on a going concern basis as the Directors have a
reasonable expectation, having made enquiries, that the Group and Company have adequate resources to
continue in operations for the foreseeable future
This Statement was made in accordance with a Board of Directors Resolution dated 13 April 2016.
(647673-A)
33
Pursuant to Rule 15.26(b) of the Bursa Malaysia Securities Berhad ACE Market Listing
Requirements
Introduction
The Board of Directors (Board) of Mexter Technology Berhad is pleased to present its Statement on Internal
Control for the financial year ended 31 December 2015, which had been prepared in accordance with the
Statement on Risk Management & Internal Control Guidelines for Directors of Listed Issuers issued by the
Institute of Internal Auditors Malaysia.
Boards Responsibility
The Board is responsible for the Groups internal control and risk management system to safeguard shareholders
investment and the Groups assets as well as reviewing the adequacy and effectiveness of the said system.
In view of the limitations inherent in any system of risk management and internal control, the system is designed
to manage, rather than eliminate, the risk of failure to achieve the Groups business and corporate objectives.
The system can therefore only provide reasonable, but not absolute assurance, against material misstatement
or loss.
The Group has an on-going process for identifying, evaluating and managing the significant risks it faces. The
Board regularly reviews the results of this process, including measures taken by Management to address areas
of key risks as identified. This process has been in place for the financial year under review and up to the date
of approval of this Statement.
Risk Management
The Board also recognises that risk management should be an integral part of the business operation.
On a day-to-day basis, respective Heads of Departments are responsible for managing risks related to their
functions or departments. Monthly and weekly management meetings are held to ensure that the risks faced
by the Group are monitored and properly addressed. It is at these meetings that key risks and corresponding
controls implemented are communicated amongst the senior management team. Significant risks identified
are subsequently brought to the attention of the Board at their scheduled meetings. The abovementioned risk
management practices of the Group is an on-going process of identifying, evaluating and managing significant
risks that may affect the Groups achievement of its corporate objectives.
Internal Audit Function
The Audit Committee evaluates the internal audit function to assess its effectiveness in the discharge of its
responsibilities. The Groups internal audit function is outsourced to a professional services firm to assist the
Board and Audit Committee in providing independent assessment on the adequacy, efficiency and effectiveness
of the Groups internal control systems. The Group internal audit function reports directly to the Audit Committee.
During the financial year ended 31 December 2015, audits were carried out in accordance to the internal audit plan
that has been reviewed and approved by the Audit Committee. Observations from these audits are presented,
together with Managements response and proposed action plans, to the Audit Committee for its review. The
internal audit function also follows up and reports to the Audit Committee on the status of implementation of
action plans by Management on the recommendations highlighted in the internal audit reports. Further details of
the activities of the internal audit function are provided in the Audit Committee Report.
The total fees incurred for the outsourcing of the Internal Audit function for the financial year ended 31 December
2015 was RM43,000.
34
(647673-A)
The Audit Committee reviews the Groups quarterly financial performance, together with Management,
which is subsequently reported to the Board;
Comprehensive information, which includes the monthly management reports covering all key financial
and operational indicators, is provided to Senior Management for the monitoring of performance against
strategic plan; and
Assurance provided by the Group Managing Director and Group Financial Controller
In line with the Guidelines, the Group Managing Director and Group Financial Controller have provided assurance
to the Board in writing stating that the Groups risk management and internal control systems have operated
adequately and effectively, in all material aspects, to meet the Groups objectives during the financial year under
review.
The Board is of the view that the risk management and internal control systems are satisfactory and have
not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Groups
annual report. The Board continues to take pertinent measures to sustain and, where required, to improve the
Groups risk management and internal control systems in meeting the Groups strategic objectives.
This statement has been reviewed by the external auditors in compliance with Rule 15.23 of the Listing
Requirements and pursuant to the scope set out in the Recommended Practice Guide (RPG) 5 issued by the
Malaysian Institute of Accountants for inclusion in the annual report of the Group for the financial year ended
31 December 2015, and has reported to the Board that nothing has come to their attention that cause them to
believe that the statement is inconsistent with their understanding of the process the Board has adopted in the
review of the adequacy and effectiveness of the risk management and internal control systems within the Group.
This Statement was made in accordance with a Board of Directors Resolution dated 13 April 2016.
(647673-A)
35
Proposed Actual
Utilisation
Utilisation
Balance
Time frame
RM000
RM000
RM000
for use
i. Working capital
ii. Share issue expenses
1,957
40
(1,703)
(36)
254
4
Total
1,997
(1,739)
258
Within 3 months
Upon completion
Share buy-back
The Company did not enter into any share buy-back transaction during the financial year under review.
EMPLOYEE SHARE SCHEME
There was no Employee Share Scheme implemented by the Company during the financial year.
OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES
None of the 89,452,020 Warrants issued pursuant to the Rights Issue with Warrants (Warrants 2013/2018)
which were listed and quoted on the ACE Market of Bursa Malaysia Securities Berhad on 25 September 2013
were exercised during the financial year under review. As at 31 December 2015, the total number of Warrants
2013/2018 in issue is 89,452,020.
American Depository Receipt (ADR) or Global Depository Receipt (GDR Programme)
The Company did not sponsor any ADR or GDR programme during the financial year under review.
Imposition of Sanctions and/or Penalties
There were no material sanctions and/or penalties imposed on the Company and its subsidiaries, directors or
management by the relevant regulatory bodies during the financial year under review.
Non-Audit Fees
The amount of non-audit fees paid to the external auditors or corporation affiliated to the auditors firm by the
Group during the financial year was approximately RM8,000.
Profit estimate, FORECAST or projection and unaudited results variation
There was no profit forecast issued by the Company in respect of the financial year ended 31 December 2015.
The audited consolidated results for the financial year ended 31 December 2015 did not deviate by more than
10% of the unaudited consolidated results previously announced by the Company.
Profit guarantee
No profit guarantee had been given or received by the Company in respect of the financial year under review.
36
(647673-A)
(Continued)
Material Contracts
There were no material contracts entered into by the Company and its subsidiaries involving Directors and major
shareholders.
Material Contracts relating to loans
There were no material contracts relating to loan entered into by the Company and its subsidiaries involving
Directors and major shareholders.
Corporate social responsibility (CSR) activities
The Group is committed to CSR activities towards the community and its employees. Whilst the Group does
not yet have any formal CSR activities, the Group does from time to time provide financial aid in the form of
donations to schools and deserving members of the society.
38
FINANCIAL STATEMENTS
STATEMENTS OF FINANCIAL POSITION
42
43
44
47
49
107
STATEMENT BY DIRECTORS
108
STATUTORY DECLARATION
109
110
38
(647673-A)
DIRECTORS REPORT
DIRECTORS REPORT
The Directors hereby submit their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31st December 2015.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are
disclosed in Note 8 to the financial statements. There have been no significant changes in the nature of these
principal activities during the financial year.
RESULTS
Group
RM000
Company
RM000
(2,138)
1,586
(6,844)
-
(552)
(6,844)
(412)
(140)
(6,844)
-
(552)
(6,844)
No dividend was paid or declared by the Company since the end of the previous financial year.
The Directors do not recommend the payment of any dividends in respect of the financial year ended 31st
December 2015.
RESERVES AND PROVISIONS
All material transfers to and from reserves and provisions during the financial year have been disclosed in the
financial statements.
BAD AND DOUBTFUL DEBTS
Before the statements of comprehensive income and statements of financial position of the Group and of the
Company were made out, the Directors took reasonable steps to ascertain that action had been taken in relation
to the writing off of bad debts and the making of allowance for impairment losses on receivables, and had
satisfied themselves that all known bad debts had been written off and adequate allowance had been made for
impairment losses on receivables.
At the date of this report, the Directors are not aware of any circumstances that would render the amount written
off for bad debts, or the amount of the allowance for impairment losses on receivables, in the financial statements
of the Group and of the Company inadequate to any substantial extent.
CURRENT ASSETS
Before the statements of comprehensive income and statements of financial position of the Group and of the
Company were made out, the Directors took reasonable steps to ensure that any current assets, other than debts,
which were unlikely to be realised in the ordinary course of business, their values as shown in the accounting
records of the Group and of the Company had been written down to an amount that they might be expected to
be realised.
At the date of this report, the Directors are not aware of any circumstances that would render the values attributed
to the current assets in the financial statements of the Group and of the Company misleading.
(647673-A)
39
40
(647673-A)
The Company
Mexter Technology Berhad
Ivan Sia Teck Fatt
Kuan Khian Leng
41,479,367
51,554,100
-
-
20,265,900
-
21,213,467
51,554,100
The subsidiary
Mexter (S) Pte. Ltd.
Ivan Sia Teck Fatt
- indirect
100,000
100,000
At
31.12.2015
The Company
Mexter Technology Berhad
Ivan Sia Teck Fatt
By virtue of their interests in the shares of the Company, Ivan Sia Teck Fatt and Kuan Khian Leng are also
deemed interested in the shares of all the subsidiaries to the extent the Company has an interest.
Other than as disclosed above, none of the Directors in office at the end of the financial year had any interest in
shares of the Company and its related corporations during the financial year.
DIRECTORS BENEFITS
Since the end of the previous financial year, no Director of the Company has received or become entitled to
receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and
receivable by the Directors shown in the financial statements) by reason of a contract made by the Company or a
related corporation with the Director or with a firm of which the Director is a member, or with a company in which
the Director has a substantial financial interest.
Neither during nor at the end of the financial year was the Company a party to any arrangement whose object
was to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate.
(647673-A)
........................................................
IVAN SIA TECK FATT
Managing Director
........................................................
KUAN KHIAN LENG
Director
Kuala Lumpur
Date: 13 April 2016
41
42
(647673-A)
Group
Company
2015
2014
2015
2014
Note
RM000
RM000
RM000
RM000
ASSETS
Non-current assets
Property, plant and equipment
Investment property
Intangible assets
Investment in subsidiaries
Goodwill on consolidation
5
6
7
8
9
4,705
866
78
-
817
4,336
-
140
-
824
-
-
-
2,452
-
3,858
-
6,466
5,300
2,452
3,858
10
11
12
13
14
456
833
11,270
-
7,834
1,835
1,572
8,412
-
10,030
225
-
2
6,341
33
217
22
11,275
510
20,393
21,849
6,601
12,024
TOTAL ASSETS
26,859
27,149
9,053
15,882
19,679
8,897
5,385
1,557
(24,910)
19,679
8,897
5,385
(29)
(22,912)
19,679
8,897
5,385
-
(24,981)
19,679
8,897
5,385
(18,137)
Shareholders funds
Non-controlling interests
10,608
385
11,020
529
8,980
-
15,824
-
Total equity
10,993
11,549
8,980
15,824
Current assets
Other investments
Inventories
Trade and other receivables
Amount due from subsidiaries
Cash and bank balances
Non-current liabilities
Borrowings
18
2,077
2,293
-
Deferred taxation
19
351
3
-
Total non-current liabilities
2,428
2,296
Current liabilities
Trade and other payables
20
12,953
12,879
43
58
Amount due to subsidiaries
13
-
-
30
Deferred income
21
131
254
-
Borrowings
18
116
171
-
Provision for taxation
238
-
-
Total current liabilities
13,438
13,304
73
58
Total liabilities
15,866
15,600
73
58
26,859
27,149
9,053
15,882
(647673-A)
43
Group
Company
2015
2014
2015
2014
Note
RM000
RM000
RM000
RM000
Revenue
22
39,524
43,193
23
(32,508)
(34,960)
Gross profit
7,016
8,233
Other income
Selling and distribution expenses
Administrative expenses
Other operating expenses
808
(677)
(8,145)
(552)
806
(821)
(8,846)
(230)
-
-
(318)
(6,534)
(326)
(822)
Operating loss
24
(1,550)
(858)
(6,852)
(1,148)
25
(91)
(56)
(1,641)
(914)
26
(497)
(349)
(2,138)
(1,263)
1,270
316
1,586
Taxation
8
(6,844)
-
(6,844)
18
(1,130)
(1,130)
(76)
(76)
(552)
(1,339)
(6,844)
(1,130)
(1,998)
(140)
(1,204)
(59)
(6,844)
-
(1,130)
-
(2,138)
(1,263)
(6,844)
(1,130)
(412)
(140)
(1,280)
(59)
(6,844)
-
(1,130)
-
(552)
(1,339)
(6,844)
(1,130)
(1.02)
(1.02)
(0.65)
(0.65)
17,890
8,726
5,385
47
(21,708)
10,340
588
10,928
1,789
1,789
19,679
15
Issuance of shares
8,897
171
171
5,385
(29)
(76)
(76)
(22,912)
(1,204)
11,020
1,960
1,960
(1,204)
(76)
(76)
529
(59)
11,549
1,960
1,960
(1,263)
(76)
(76)
Foreign currency
translation differences for
foreign operations
Other comprehensive
expense, net of tax
Attributable to owners of the Company
Non-distributable
Distributable
Equity
attributable
to owners
Non-
Share
Share Warrants
Other
Accumulated
of the
controlling
Total
capital premium reserve reserves
losses Company interests
equity
Group Note RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31ST DECEMBER 2015
44
(647673-A)
19,679
8,897
5,385
(29)
(22,912)
11,020
529
11,549
-
-
19,679
5,385
1,557
1,586
1,586
1,586
316
(348)
1,618
(24,910)
(1,998)
(1,998)
10,608
(412)
(1,998)
1,586
1,586
316
(348)
1,618
385
(4)
(4)
(140)
(140)
10,993
(4)
(4)
(552)
(2,138)
1,586
1,586
316
(348)
1,618
Surplus on revaluation
of property, plant and
equipment
Deferred taxation liabilities
on revaluation surplus
of property, plant and
equipment
Foreign currency translation
differences for foreign
operations
Other comprehensive
income, net of tax
Attributable to owners of the Company
Non-distributable
Distributable
Equity
attributable
to owners
Non-
Share
Share Warrants
Other
Accumulated
of the
controlling
Total
capital premium reserve reserves
losses Company interests
equity
Group Note RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31ST DECEMBER 2015 (Continued)
45
46
(647673-A)
(647673-A)
47
48
(647673-A)
EFFECT OF EXCHANGE
DIFFERENCES ON
TRANSLATION
316
(76)
-
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE
FINANCIAL YEAR
10,030
6,498
510
1,588
CASH AND CASH EQUIVALENTS
AT THE END OF THE
FINANCIAL YEAR
7,834
10,030
33
510
(647673-A)
49
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries
are stated in Note 8 to the financial statements. There have been no significant change in the nature of these
principal activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on ACE
market of the Bursa Malaysia Securities Berhad.
The registered office and principal place of business of the Company are located at L-05-01, No. 2 Jalan
Solaris, Solaris Mont Kiara, 50480 Kuala Lumpur.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the Directors on 13 April 2016.
.
2. BASIS OF PREPARATION
2.1 Statement of Compliance
The financial statements of the Group and of the Company have been prepared in accordance with the
Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards and
the requirements of the Companies Act, 1965 in Malaysia.
The Group and the Company have adopted the following amendments/improvements to MFRSs that
are mandatory for the current financial year:
Amendments/Improvements to MFRSs
MFRS 1
MFRS 2
MFRS 3
MFRS 8
MFRS 13
MFRS 116
MFRS 119
MFRS 124
MFRS 138
MFRS 140
The adoption of the above amendments/improvements to MFRSs did not have any significant effect on
the financial statements of the Group and of the Company, and did not result in significant changes to
the Groups and the Companys existing accounting policies, except for those as discussed below:
Amendments to MFRS 8 Operating Segments
Amendments to MFRS 8 require an entity to disclose the judgements made by management in applying
the aggregation criteria to operating segments. This includes a brief description of the operating segments
that have been aggregated and the economic indicators that have been assessed in determining that the
aggregated operating segments share similar economic characteristics.
The amendments also clarify that an entity shall provide reconciliations of the total of the reportable segments
assets to the entitys assets if the segment assets are reported regularly to the chief operating decision maker.
50
(647673-A)
(Continued)
Amendments to MFRS 13 relate to the IASBs Basis for Conclusions which is not an integral part of the
Standard. The Basis for Conclusions clarifies that when IASB issued IFRS 13, it did not remove the
practical ability to measure short-term receivables and payables with no stated interest rate at invoice
amounts without discounting, if the effect of discounting is immaterial.
The amendments also clarify that the scope of the portfolio exception of MFRS 13 includes all contracts
accounted for within the scope of MFRS 139 or MFRS 9, regardless of whether they meet the definition
of financial assets or financial liabilities as defined in MFRS 132.
Amendments to MFRS 116 clarify the accounting treatment for the accumulated depreciation when an
asset is revalued. They clarify that:
the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the
carrying amount of the asset; and
the accumulated depreciation is calculated as the difference between the gross carrying amount and
the carrying amount of the asset after taking into account accumulated impairment losses.
Amendments to MFRS 124 clarify that an entity providing key management personnel services to the
reporting entity or to the parent of the reporting entity is a related party of the reporting entity.
Amendments to MFRS 140 Investment Property
Amendments to MFRS 140 clarify that the determination of whether an acquisition of investment property
meets the definition of both a business combination as defined in MFRS 3 and investment property as
defined in MFRS 140 requires the separate application of both Standards independently of each other.
2.3 New MFRSs and amendments/improvements to MFRSs that have been issued, but yet to be
effective
The Group and the Company have not adopted the following new MFRSs and amendments/improvements
to MFRSs that have been issued, but yet to be effective:
Effective for financial
periods beginning
on or after
New MFRSs
MFRS 9
MFRS 15
Financial Instruments
Revenue from Contracts with Customers
1 January 2018
1 January 2018
Amendments/Improvements to MFRSs
MFRS 5
1 January 2016
MFRS 7
1 January 2016
MFRS 10
1 January 2016
Deferred/
MFRS 11
Joint Arrangements
1 January 2016
MFRS 12
1 January 2016
MFRS 101
1 January 2016
MFRS 116
1 January 2016
(647673-A)
51
(Continued)
The Group and the Company have not adopted the following new MFRSs and amendments/improvements
to MFRSs that have been issued, but yet to be effective: (Continued)
Effective for financial
periods beginning
on or after
Amendments/Improvements to MFRSs (Continued)
MFRS 119
Employee Benefits
1 January 2016
MFRS 127
1 January 2016
MFRS 128
1 January 2016
Deferred/
MFRS 138
Intangible Assets
1 January 2016
MFRS 141
Agriculture
1 January 2016
A brief discussion on the above significant new MFRSs and amendments/improvements to MFRSs are
summarised below. Due to the complexity of these new MFRSs and amendments/improvements to
MFRSs, the financial effects of their adoption are currently still being assessed by the Group and the
Company.
MFRS 9 Financial Instruments
Key requirements of MFRS 9: MFRS 9 introduces an approach for classification of financial assets which is driven by cash flow
characteristics and the business model in which an asset is held. The new model also results in a
single impairment model being applied to all financial instruments.
In essence, if a financial asset is a simple debt instrument and the objective of the entitys business
model within which it is held is to collect its contractual cash flows, the financial asset is measured
at amortised cost. In contrast, if that asset is held in a business model the objective of which is
achieved by both collecting contractual cash flows and selling financial assets, then the financial
asset is measured at fair value in the statements of financial position, and amortised cost information
is provided through profit or loss. If the business model is neither of these, then fair value information
is increasingly important, so it is provided both in the profit or loss and in the statements of financial
position.
MFRS 9 introduces a new, expected-loss impairment model that will require more timely recognition
of expected credit losses. Specifically, this Standard requires entities to account for expected credit
losses from when financial instruments are first recognised and to recognise full lifetime expected
losses on a more timely basis. The model requires an entity to recognise expected credit losses at
all times and to update the amount of expected credit losses recognised at each reporting date to
reflect changes in the credit risk of financial instruments. This model eliminates the threshold for the
recognition of expected credit losses, so that it is no longer necessary for a trigger event to have
occurred before credit losses are recognised.
MFRS 9 introduces a substantially-reformed model for hedge accounting, with enhanced disclosures
about risk management activity. The new model represents a significant overhaul of hedge accounting
that aligns the accounting treatment with risk management activities, enabling entities to better reflect
these activities in their financial statements. In addition, as a result of these changes, users of the
financial statements will be provided with better information about risk management and the effect of
hedge accounting on the financial statements.
52
(647673-A)
(Continued)
Amendments to MFRS 7 provide additional guidance to clarify whether servicing contracts constitute
continuing involvement for the purposes of applying the disclosure requirements of MFRS 7.
The amendments also clarify the applicability of Disclosure Offsetting Financial Assets and Financial
Liabilities (Amendments to MFRS 7) to condensed interim financial statements.
Amendments to MFRS 101 improve the effectiveness of disclosures. The amendments clarify guidance
on materiality and aggregation, the presentation of subtotals, the structure of financial statements and
the disclosure of accounting policies.
Amendments to MFRS 116 prohibit revenue-based depreciation because revenue does not reflect the
way in which an item of property, plant and equipment is used or consumed.
Amendments to MFRS 127 allow a parent and investors to use the equity method in its separate financial
statements to account for investments in subsidiaries, joint ventures and associates, in addition to the
existing options.
(647673-A)
53
(Continued)
These amendments address the following issues that have arisen in the application of the consolidation
exception for investment entities:
Exemption from presenting consolidated financial statements: the amendments clarify that the
exemption from presenting consolidated financial statements applies to a parent entity that is a
subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair
value.
Consolidation of intermediate investment entities: the amendments clarify that only a subsidiary is not
an investment entity itself and provides support services to the investment entity is consolidated. All
other subsidiaries of an investment entity are measured at fair value.
Policy choice for equity accounting for investments in associates and joint ventures: the amendments
allow a non-investment entity that has an interest in an associate or joint venture that is an investment
entity, when applying the equity method, to retain the fair value measurement applied by the investment
entity associate or joint venture to its interest in subsidiaries, or to unwind the fair value measurement
and instead perform a consolidation at the level of the investment entity associate or joint venture.
Amendments to MFRS 116 Property, Plant and Equipment and Amendments to MFRS 141
Agriculture
With the amendments, bearer plants would come under the scope of MFRS 116 and would be accounted
for in the same way as property, plant and equipment. A bearer plant is defined as a living plant that is
used in the production or supply of agricultural produce, is expected to bear produce for more than one
period and has a remote likelihood of being sold as agricultural produce, except for incidental scrap
sales.
Nevertheless, the produce growing on the bearer plant would remain within the scope of MFRS 141.
This is because the growth of the produce directly increases the expected revenue from the sale of the
produce. Moreover, fair value measurement of the growing produce provides useful information to users
of financial statements about future cash flows that an entity will actually realise as the produce will
ultimately be detached from the bearer plants and sold separately.
Unless otherwise indicated, the amounts in these financial statements have been rounded to the nearest
thousand.
The financial statements of the Group and of the Company have been prepared on the historical cost
basis, except as otherwise disclosed in Note 3.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates that are significant to the financial statements are disclosed in Note 4.
54
(647673-A)
(Continued)
During the financial year, the Group changed its accounting policy on land and buildings from cost model
to revaluation model. The change in accounting policy has been applied prospectively.
Unless otherwise stated, the following accounting policies have been used consistently in dealing with items
which are considered material in relation to the financial statements of the Group and of the Company:3.1 Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. The financial statements of the subsidiaries, associates, and joint ventures used in the
preparation of the consolidated financial statements are prepared for the same reporting date as
the Company. Consistent accounting policies are applied to like transactions and events in similar
circumstances.
(i) Subsidiaries and business combination
Subsidiaries are entities (including structured entities) over which the Group is exposed, or has
rights, to variable returns from its involvement with the acquirees and has the ability to affect those
returns through its power over the acquirees.
The financial statements of subsidiaries are included in the consolidated financial statements from
the date the Group obtains control of the acquirees until the date the Group loses control of the
acquirees.
The Group applies the acquisition method to account for business combinations from the acquisition
date.
For a new acquisition, goodwill is initially measured at cost, being the excess of the following:
the fair value of the consideration transferred, calculated as the sum of the acquisition-date
fair value of assets transferred (including contingent consideration), the liabilities incurred to
former owners of the acquiree and the equity instruments issued by the Group. Any amounts that
relate to pre-existing relationships or other arrangements before or during the negotiations for the
business combination, that are not part of the exchange for the acquiree, will be excluded from
the business combination accounting and be accounted for separately; plus
the recognised amount of any non-controlling interests in the acquiree either at fair value or at the
proportionate share of the acquirees identifiable net assets at the acquisition date (the choice of
measurement basis is made on an acquisition-by-acquisition basis); plus
if the business combination is achieved in stages, the acquisition-date fair value of the previously
held equity interest in the acquiree; less
the net fair value of the identifiable assets acquired and the liabilities assumed at the acquisition
date.
The accounting policy for goodwill is set out in Note 3.5(i).
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss at
the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the
Group incurs in connection with a business combination are expensed as incurred.
(647673-A)
55
(Continued)
If the business combination is achieved in stages, the Group remeasures the previously held equity
interest in the acquiree to its acquisition-date fair value, and recognises the resulting gain or loss, if
any, in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that
have been previously been recognised in other comprehensive income are reclassified to profit or
loss or transferred to retained earnings where such treatment would be appropriate if that interest
were disposed of directly.
If the initial accounting for a business combination is incomplete by the end of the reporting period
in which the business combination occurs, the Group uses provisional fair value amounts for the
items for which the accounting is incomplete. The provisional amounts are adjusted to reflect new
information obtained about facts and circumstances that existed as of the acquisition date, including
additional assets or liabilities identified in the measurement period. The measurement period for
completion of the initial accounting ends as soon as the Group receives the information it was
seeking about facts and circumstances or learns that more information is not obtainable, subject to
the measurement period not exceeding one year from the acquisition date.
Upon the loss of control of subsidiary, the Group derecognises the assets and liabilities of the
former subsidiary, any non-controlling interests and the other components of equity related to the
former subsidiary from the consolidated statement of financial position. Any surplus or deficit arising
on the loss of control is recognised in profit or loss. If the Group retains any interest in the former
subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently,
it is accounted for as an associate, joint venture or an available-for-sale financial asset.
Changes in the Groups ownership interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. The difference between the Groups share of net assets
before and after the change, and the fair value of the consideration received or paid, is recognised
directly in equity.
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly,
to owners of the Company and are presented separately in the consolidated statement of financial
position within equity.
Losses attributable to the non-controlling interests are allocated to the non-controlling interests
even if the losses exceed the non-controlling interests.
Intra-group balances and transactions, and any unrealised income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements.
The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (the functional currency). The
consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the
Companys functional currency.
56
(647673-A)
(Continued)
Transactions in foreign currencies are measured in the respective functional currencies of the
Company and its subsidiaries and are recorded on initial recognition in the functional currencies at
exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling at the end of the
reporting period. Non-monetary items denominated in foreign currencies that are measured at
historical cost are translated using the exchange rates as at the dates of the initial transactions.
Non-monetary items denominated in foreign currencies measured at fair value are translated using
the exchange rates at the date when the fair value was determined.
Exchange difference arising on the settlement of monetary items or on translating monetary items
at the end of the reporting period are recognised in profit or loss except for exchange differences
arising on monetary items that form part of the Groups net investment in foreign operations, which
are recognised initially in other comprehensive income and accumulated under foreign currency
translation reserve in equity. The foreign currency translation reserve is reclassified from equity to
profit or loss of the Group on disposal of the foreign operation.
Exchange differences arising on the translation of non-monetary items carried at fair value are
included in the profit or loss for the period except for the differences arising on the translation of nonmonetary items in respect of which gains and losses are recognised directly in equity. Exchange
differences arising from such non-monetary items are also recognised directly in equity.
(647673-A)
57
(Continued)
When significant parts of an item of property, plant and equipment have different useful lives, they
are accounted for as separate items (major components) of property, plant and equipment.
During the financial year, the Group have changed its accounting policy from cost model to
revaluation model for freehold land and buildings. The change in accounting policy has been applied
propectively.
Freehold land and buildings are measured at fair value, based on valuations by external independent
valuers, less accumulated depreciation on buildings and any accumulated impairment losses
recognised after the date of valuation.
Valuations are performed with sufficient regularity to ensure that the fair value of the freehold land
and buildings does not differ materiality from the carrying amount.
A revaluation surplus is recognised in other comprehensive income and credited to the revaluation
reserve. However, the increase shall be recognised in profit or loss to the extent that it reverses a
revaluation decrease of the same asset previously recognised in profit or loss. If an assets carrying
amount is decreased as a result of a revaluation, the decrease shall be recognised in profit or loss.
However, the decrease shall be recognised in other comprehensive income to the extent of any
credit balance existing in the revaluation reserve in respect of that asset.
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Group and its cost can be measured reliably. The carrying amount of those parts that are
replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment
are recognised in the profit or loss as incurred.
(iii) Depreciation
Depreciation is recognised in the profit or loss on a straight-line basis over the estimated useful lives
of each part of an item of property, plant and equipment. Freehold land is not depreciated.
Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying
amount of the asset and the net amount is restated to the revalued amount of the asset. The
revaluation surplus included in the asset revaluation reserve in respect of an asset is transferred
directly to retained profits on retirement or disposal of the asset.
The estimated useful lives for the current and comparative periods are as follows:Buildings
Plant and equipment
Furniture and fittings
Office equipment and renovation
Computer equipment
Motor vehicles
58
(647673-A)
(Continued)
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
is recognised in profit or loss.
Property, plant and equipment acquired under hire purchase arrangements are capitalised at their
purchase cost and are depreciated on the same basis as owned property, plant and equipment. The
total amount payable under hire purchase arrangement is as shown under hire purchase liabilities.
Investment properties are properties held to earn rental income or for capital appreciation or both.
Investment properties are measured initially at cost, including transaction cost. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and any identified
impairment losses.
Depreciation is charged to the profit or loss on a straight-line basis over the estimated useful lives of 49
years for buildings.
An investment property is derecognised on their disposal or when it is permanently withdrawn from use
and no future economic benefits are expected from its disposals. Any gains and losses arising from
derecognition of the asset is recognised in the profit or loss.
Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property carried at fair value to owner-occupied property, the deemed cost for subsequent
accounting is the fair value at the date of change in use. For a transfer from owner-occupied property to
investment property, any difference arising on the date of change in use between the carrying amount of
the item immediately prior to the transfer and its fair value is recognised directly in equity as a revaluation
of property, plant and equipment.
Goodwill arises on business combinations is initially measured at cost, being the excess of the
aggregate of the consideration transferred and the amount recognised for non-controlling interests,
and any previous interest held, over the net identifiable assets acquired and liabilities assumed.
After initially recognition, goodwill is measured at cost less accumulated impairment losses. The
policy for the recognition and measurement of impairment losses is in accordance with Note 3.6.
it is technically feasible to complete the intangible asset so that it will be available for use or sale;
Management intends to complete the intangible asset and use or sell it;
it can be demonstrated that the intangible asset will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell
the intangible assets are available; and
- the expenditure attributable to the intangible asset during its development can be reliably
measured.
(647673-A)
59
(Continued)
The Group assesses at the end of each reporting period whether there is an indication that an asset
may be impaired. If any such indication exists, or when an annual impairment assessment for an asset
is required, the Group makes an estimate of the assets recoverable amount.
An assets recoverable amount is the higher of an assets fair value less costs to sell and its value in
use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units (CGU)).
In assessing value in use, the estimated future value cash flows expected to be generated by the
asset are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Where the carrying amount
of the assets exceeds its recoverable amount, the asset is written down to its recoverable amount.
Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce
the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the
carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are previously revalued where
the revaluation was taken to other comprehensive income. In this case the impairment is also recognised
in other comprehensive income up to the amount of any previous revaluation.
An assessment is made at the end of each reporting period as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. A previously
recognised impairment loss is reversed only if there has been a change in the estimates used to determine
the assets recoverable amount since the last impairment loss was recognised. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. The increase cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at
revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on
goodwill is not reversed in subsequent period.
60
(647673-A)
(Continued)
Financial assets are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of
financial assets not a fair value through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition,
and the categories include financial assets at fair value through profit or loss, loans and receivables,
held-to-maturity investments and available-for sale financial assets.
(i) Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss if they are held
for trading or are designated as such upon initial recognition. Financial assets held for trading are
derivatives (including separated embedded derivatives) or financial assets acquired principally for
the purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at
fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net
gains or net losses on financial assets at fair value through profit or loss do not include exchange
differences, interest and dividend income on the financial assets at fair value through profit or loss
are recognised separately in the profit or loss as part of other losses or other income.
Financial asset at fair value through profit or loss could be presented as current or non-current.
Financial assets that are held primarily for trading purposes are presented as current or non-current
based on the settlement date.
(ii) Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are
classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
Loans and receivables are classified as current assets, except for those having maturity dates later
than 12 months after the end of the reporting period which are classified as non-current.
(iii)
Held-to-maturity investment
Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost
using the effective interest method. Gains and losses are recognised in profit or loss when the
held-to-maturity investments are derecognised or impaired, and through the amortisation process.
Held-to-maturity investments are classified as non-current assets, except for those having maturity
within 12 months after the end of the reporting period which are classified as current.
(647673-A)
61
(Continued)
Available-for-sale are financial assets that are designated as available for sale or are not classified
in any of the three preceding categories.
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains
or losses from changes in fair value of the financial asset are recognised in other comprehensive
income, except that impairment losses, foreign exchange gains and losses on monetary instruments
and interest calculated using the effective interest method are recognised in profit or loss. The
cumulative gain or loss previously recognised in other comprehensive income is reclassified from
equity to profit or loss as a reclassification adjustment when the financial asset is derecognised.
Interest income calculated using effective interest method is recognised in profit or loss. Dividends
on an available-for-sale equity instruments are recognised in profit or loss when the Group and the
Companys right to receive payment is established.
Investment in equity instruments whose fair value cannot be reliably measured are measured at
cost less impairment loss.
Available-for-sale financial assets are classified as non-current assets unless they are expected to
be realised within 12 months after the end of the reporting period.
A financial asset is derecognised where the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been recognised in
other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the period generally established by regulation or convention in the market place concerned. All
regular way purchases and sales of financial assets are recognised or derecognised on the trade date
i.e. the date that the Group and the Company commit to purchase or sell the asset.
3.8 Impairment of Financial Assets
The Group and the Company assess at the end of each reporting period whether there is any objective
evidence that a financial asset is impaired.
(i) Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments. For
certain categories of financial assets, such as trade receivables, assets that are assessed not to
be impaired individually are subsequently assessed for impairment on a collective basis based on
similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could
include the Group and the Companys past experience of collecting payments, an increase in the
number of delayed payments in the portfolio past the average credit period and observable changes
in national or local or economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between
the assets carrying amount and the present value of estimated future cash flows discounted at the
financial assets original effective interest rate. The impairment loss is recognised in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the
use of an allowance account. When a trade receivable becomes uncollectible, it is written off against
the allowance account.
62
(647673-A)
(Continued)
If in a subsequent period, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed to the extent that the carrying amount of the asset does
not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit
or loss.
If there is objective evidence (such as significant adverse changes in the business environment
where the issuer operates, probability of insolvency or significant financial difficulties of the issuer)
that an impairment loss on financial assets carried at cost has been incurred, the amount of the
loss is measured as the difference between the assets carrying amount and the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial
asset. Such impairment losses are not reversed in subsequent periods.
Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer
or obligor, and the disappearance of an active trading market are considerations to determine
whether there is objective evidence that investment securities classified as available-for-sale
financial assets are impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its
cost (net of any principal payment and amortisation) and its current fair value, less any impairment
loss previously recognised in profit or loss, is transferred from equity to profit or loss.
Impairment losses on available-for-sale equity instruments are not reversed in profit or loss in the
subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised
in other comprehensive income. For available-for-sale debt investments, impairment losses are
subsequently reversed in profit or loss of an increase in the fair value of the investment can be
objectively related to an event occurring after the recognition of the impairment loss in profit or
loss.
3.9 Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of inventories is based
on the first-in, first-out principle and includes expenditure incurred in acquiring the inventories and
bringing them to their existing location and condition. Net realisable value is the estimated selling price
in the ordinary course of business, less the estimated costs of completion and selling expenses.
The fair value of inventory acquired in a business combination is determined based on its estimated
selling price in the ordinary course of business less the estimated costs of completion and sale, and a
reasonable profit margin and based on the effort required to complete and sell the inventory.
For the purpose of statements of cash flows, cash and cash equivalents comprise cash in hand, bank
balances and short term highly liquid investments with original maturities of three months or less, that
are readily convertible to known amounts of cash which are subject to an insignificant risk of changes
in value.
Financial liabilities are classified according to the substance of the contractual arrangements entered
into and the definition of a financial liability.
(647673-A)
63
(Continued)
Financial liabilities, within the scope of MFRS 139, are recognised in the statement of financial position
when, and only when, the Group and the Company become a party to the contractual provisions of the
financial instrument. Financial liabilities are classified as either financial liabilities at fair value through
profit or loss or other financial liabilities.
(i) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss includes financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company
that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair
value and subsequently stated at fair value, with any resultant gains or losses recognised in profit
or loss. Net gains or losses on derivatives include exchange differences.
The Group and the Company have not designated any financial liabilities as at fair value through
profit or loss.
The Groups and the Companys other financial liabilities include trade payables, other payables
and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction
costs and subsequently measured at amortised cost using the effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional right to
defer settlement of the liability for at least 12 months after the end of the reporting period.
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities
are derecognised, and through the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of a new liability, and the difference in the respective carrying amounts is
recognised in profit or loss.
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because of a specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs.
Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or
loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee
contract when it is due and the Group as issuer, is required to reimburse the holder for the associated
loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the
present obligation at the end of the reporting period and the amount initially recognised less cumulative
amortisation.
Deferred income represents maintenance services invoiced to customer(s) but services not yet
rendered and prepaid bulk services income as at year end.
64
(647673-A)
(Continued)
Assets financed by hire purchase arrangements, which transfer substantially all the risks, and rewards
of ownership to the Group are capitalised as property, plant and equipment, and the corresponding
obligations are treated as liabilities. The assets so capitalised are depreciated in accordance with the
accounting policy on property, plant and equipment. Finance charges are charged to profit or loss over
the periods of the respective agreements.
Provisions for liabilities are recognised when the Group or the Company have a present obligation as
a result of a past event, when it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation, and when a reliable estimate of the amount can be made. Where
the Group or the Company expects a provision to be reimbursed, the reimbursement is recognised as
a separate asset but only when the reimbursement is virtually certain. Provisions are not recognised
for future operating losses. Provisions are reviewed at the end of each reporting period and adjusted to
reflect the current best estimate. Where the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as
finance cost.
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to
the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences
when the activities to prepare the asset for its intended use or sale are in progress and the expenditures
and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially
completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing
costs consist of interest and other costs that the Group and the Company incurred in connection with
the borrowing of funds.
Short term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave
and sick leave are measured on an undiscounted basis and are expensed as the related service
is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus or
profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount
as a result of past service provided by the employee and the obligation can be estimated reliably.
The Groups contributions to the statutory pension fund are charged to the profit or loss in the year
to which they relate. Once the contributions have been paid, the Group has no further payment
obligations.
The Group contributes to the Employees Provident Fund, the national defined contribution plan.
The contributions are charged to profit or loss in the period to which they are related. Once the
contributions have been paid, the Group has no further payment obligations.
(647673-A)
65
(Continued)
Revenue from the sale of goods is measured at fair value of the consideration received or
receivable, net of returns and allowances, and trade discounts and volume rebates. Revenue
is recognised when the significant risks and rewards of ownership have been transferred to the
buyer, recovery of the consideration is probable, the associated costs and possible return of goods
can be estimated reliably, and there is no continuing management involvement with the goods.
Revenue from mobile messaging gateway solutions and services is recognised upon delivery of
services, and verification and matching against settlement report received from telecommunication
service providers, as the indication of customers acceptance.
Revenue from information technology services rendered is recognised in profit or loss upon
performance of services, net of sales taxes, returns and discounts.
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the end of the reporting period.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly to equity.
(ii) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the
reporting period between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
- in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not reverse
in the foreseeable future.
66
(647673-A)
(Continued)
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax
losses can be utilised except:- where the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and,
at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at the end of each reporting period and are
recognised to the extent that it has become probable that future taxable profit will allow the deferred
tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year the asset is realised or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the end of the reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination
is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
For management purposes, the Group is organised into operating segments based on business
segments which are reviewed regularly by the chief operating decision maker, which is the Managing
Director of the Group, to make decisions about resources to be allocated to the segment and assess
its performance, and for which discrete financial information is available.
An equity instrument is any contract that evidences a residual interest in the assets of the Company
after deducting all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental
transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised
in equity in the period in which they are declared.
(647673-A)
67
(Continued)
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s)
not wholly within the control of the Group. Contingent liabilities and assets are not recognised in the
statements of financial position of the Group.
Fair value of an asset or a liability, except for share-based payment and lease transactions, is
determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The measurement assumes that
the transaction to sell the asset or transfer the liability takes place either in the principal market or in
the absence of a principal market, in the most advantageous market.
For non-financial asset, the fair value measurement takes into account a market participants ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would be use the asset in its highest and best use.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far
as possible. Fair value are categorised into different levels in a fair value hierarchy based on the input
used in the valuation technique as follows:-
Level 1: quoted prices (unadjusted) in active markets for the identical assets or liabilities that the
Group can access at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have
significant effect in determining the amounts recognised in the financial statements include the following:(i) Useful lives of property, plant and equipment (Note 5)
The Group estimates the useful lives of property, plant and equipment based on the period over which the
assets are expected to be available for use. The estimated useful lives of property, plant and equipment
are reviewed periodically and are updated if expectations differ from previous estimates due to physical
wear and tear, technical or commercial obsolescence and legal or other limits on the use of the relevant
assets.
In addition, the estimation of the useful lives of property, plant and equipment are based on internal
technical evaluation and experience with similar assets. It is possible, however, that future results of
operations could be materially affected by changes in the estimates brought about by changes in factors
mentioned above. The amounts and timing of recorded expenses for any period would be affected by
changes in these factors and circumstances. A reduction in the estimated useful lives of the property,
plant and equipment would increase the recorded expenses and decrease the non-current assets.
68
(647673-A)
(Continued)
The Group assesses impairment of assets whenever the events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable i.e. the carrying amount of the asset is
more than the recoverable amount.
Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and
its value-in-use. The value-in-use is the net present value of the projected future cash flow derived
from that asset discounted at an appropriate discount rate. Projected future cash flows are based on
the Groups estimates calculated based on historical, sector and industry trends, general market and
economic conditions, changes in technology and other available information.
The Group carries out the impairment test based on a variety of estimation including the value-in-use of
the cash generating unit. Significant judgement is required in the estimation of the present value of future
cash flows generated by the subsidiaries, which involve uncertainties and are significantly affected by
assumptions used and judgement made regarding estimates of future cash flows and discount rates.
Changes in assumptions could significantly affect the results of the Groups tests for impairment of
investment in subsidiaries.
The carrying amounts of the investment in subsidiaries of the Company as at 31st December 2015 was
RM2,452,005/- (2014: RM3,857,713/-). The impairment loss on investment in subsidiary companies of
RM1,405,600/- were charged to profit or loss during the financial year.
The Group determines whether goodwill is impaired on an annual basis. This requires an estimation of
the recoverable amount of the cash-generating units (CGU) to which goodwill is allocated. The CGUs
impairment test was based on value-in-use. Estimating a value-in-use amount requires Management to
make an estimate of the expected future cash flow from the CGU and also choose a suitable discount
rate in order to calculate the present value of those cash flows. Further details of the carrying value, the
key assumptions applied in the impairment assessment of goodwill are given in Note 9.
Reviews are made periodically by Management on damaged, obsolete and slow-moving inventories.
These reviews require judgement and estimates. Possible changes in these estimates could result in
revisions to the valuation of inventories.
The Group assesses at each reporting date whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Group considers
factors such as the probability of insolvency or significant financial difficulties of the debtor and default
or significant delay in payments.
The Group measures the value of the warrants by reference to the fair value at the date which they are
granted. The estimation of fair value requires determining the most appropriate valuation model.
This estimate also requires the determination of the most appropriate inputs to the valuation model such
as the volatility, risk free interest rate, option life and making assumptions about them.
(647673-A)
69
(Continued)
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow
of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the
occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities
unless the probability of outflow of economic benefits is remote.
The determination of treatment of contingent liabilities is based on Managements view of the expected
outcome of the contingencies for matters in the ordinary course of the business.
The Group and the Company operate in various jurisdictions and are subject to income taxes in each
jurisdiction. Significant judgement is required in determining the Groups and the Companys estimation
for current and deferred taxes because the ultimate tax liability for the Group as a whole is uncertain.
When the final outcome of the tax payable is determined with the tax authorities in each jurisdiction,
the amounts might be different from the initial estimates of the taxes payables. Such differences may
impact the current and deferred taxes in the period when such determination is made. The Group
and the Company will make adjustments for current or deferred taxes in respect of prior years in the
current period on those differences arise. The income tax expenses of the Group and the Company are
disclosed in Note 26.
The Group and the Company measure its freehold land and buildings at revalued amount with changes
in fair value being recognised in other comprehensive income. The Group and the Company engaged
independent valuation specialists to determine the fair value. The carrying amount of the freehold land
and buildings at the end of the reporting period, and the relevant revaluation bases, are disclosed in
Note 5 to the financial statements.
(Continued)
Cost/Valuation
At 1st January 2015
19
3,738
163
534
662
1,626
494
7,236
Additions
-
-
2
142
27
61
-
232
Revaluation surplus
211
1,407
-
-
-
-
-
1,618
Disposals/Written off
-
-
-
-
(27)
(11)
(400)
(438)
Transfer to investmet property
(Note 6)
-
(900)
-
-
-
-
-
(900)
Elimination of accumulated
depreciation on revaluation
-
(475)
-
-
-
-
-
(475)
Office
Plant Furniture equipment
Freehold
and
and
and Computer
Motor
Group
land
Buildings equipment
fittings renovation equipment
vehicles
Total
2015 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
70
(647673-A)
(Continued)
534
662
494
488
63
-
(57)
7,236
6,907
1,139
(429)
(381)
19
3,306
432
-
163
231
303
197
465
294
1,332
289
205
4,336
2,900
Accumulated depreciation
At 1st January 2014
-
395
218
270
516
1,395
189
2,983
Depreciation for the financial year
-
80
5
45
75
167
73
445
Written off
-
-
(60)
(9)
(117)
(222)
-
(408)
Disposals
-
(43)
-
(3)
(9)
(8)
(57)
(120)
163
1,626
3,738
19
1,766
98
(226)
(12)
Cost
At 1st January 2014
19
3,134
223
543
734
Additions
-
900
-
7
71
Written off
-
-
(60)
(10)
(133)
Disposals
-
(296)
-
(6)
(10)
Office
Plant Furniture equipment
Freehold
and
and
and Computer
Motor
Group
land
Buildings equipment
fittings renovation equipment
vehicles
Total
2014 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
(647673-A)
71
72
(647673-A)
(Continued)
Buildings with net carrying amount of RM2,111,703/- (2014: RM3,045,935/-) have been pledged to
licensed banks to secure the banking facilities granted to subsidiaries as disclosed in Note 18 to the
financial statements.
The net carrying amount of property, plant and equipment held under hire purchase arrangements are
as follows:-
Group
2015
2014
RM000
RM000
Motor vehicles
(c) Revaluation of land and buildings
44
289
During the financial year, the Group changed its accounting policy on land and buildings from cost model
to revaluation model. The change in accounting policy has been applied prospectively.
Had the revalued land and buildings been carried at historical cost less accumulated depreciation, the
net carrying value of the land and buildings that would been included in the financial statements of the
Group is as follows:-
- Freehold land
- Buildings
Group
2015
RM000
19
2,363
Group
2015
- Freehold land
- Buildings
Level 1
RM000
Level 2
RM000
Level 3
RM000
Total
RM000
-
-
230
3,770
-
-
230
3,770
4,000
4,000
(647673-A)
73
(Continued)
Building
Group
2015
RM000
884
884
18
18
866
1,060
(a) Building with net carrying amount of RM886,250/- (2014: RM Nil) have been pledged to licensed banks to
secure the banking facilities granted to subsidiaries as disclosed in Note 18 to the financial statements.
74
(647673-A)
(Continued)
Group
2015
RM000
34
38
(c) The fair value of the building is categorised as Level 2. The fair value has been derived using the
comparison method. The most significant inputs into this valuation approach are location, size and
shape of the lot, condition and design of the building, site facilities available, market conditions and other
factors.
The fair value has been determined by the valuation performed by a registered independent valuer
having appropriate recognised professional qualification and recent experiences in the locations and
category of properties being valued.
7. INTANGIBLE ASSETS
Software Shortcode
development expenditure Computer
Group
costs and database
software
Total
2015 RM000 RM000 RM000 RM000
Cost
At 1st January 2015
1,942
312
11
2,265
Additions
-
2
-
2
At 31st December 2015
1,942
314
11
2,267
Amortisation and impairment loss
At 1st January 2015
1,942
180
3
2,125
Amortisation for the financial year
-
62
2
64
At 31st December 2015
1,942
242
5
2,189
Carrying amount at
31st December 2015
-
72
6
78
Group
2014
Cost
At 1st January 2014
1,942
Additions
-
302
10
11
-
2,255
10
312
11
2,265
1,942
1,942
Carrying amount at
31st December 2014
-
180
2,125
132
140
(647673-A)
75
(Continued)
8. INVESTMENT IN SUBSIDIARIES
Company
2015
2014
RM000
RM000
Unquoted shares - at cost
At 1st January
14,224
14,124
Additions during the financial year
-
100
Dissolved during the financial year
(24)
At 31st December
14,200
14,224
Allowance for impairment loss
At 1st January
10,366
9,554
Impairment loss for the financial year
1,406
812
Dissolved during the financial year
(24)
At 31st December
11,748
10,366
Carrying value as at 31st December
2,452
3,858
Details of the subsidiaries are as follows:-
Name of
Subsidiaries
2014
%
Principal Activities
Malaysia
100
100
Malaysia
100
100
Elixir Intergrated
Systems Sdn.Bhd.
(ELIXIR) #
Malaysia
100
Provision
of
information
and
communication technology solution
and engineering solutions and
services.
Tonerex Technologies
Sdn. Bhd. (TTSB)
Malaysia
100
100
Mexter International
Limited (MIL) ^ @
Peoples Republic
of China
100
100
Malaysia
80
80
Agensi Pekerjaan
GenY HR Sdn.Bhd.
(GenY)
Malaysia
100
100
Malaysia
100
100
76
(647673-A)
(Continued)
2014
%
Principal Activities
Malaysia
70
Mexter SunOasis
Sdn. Bhd. (MSO)
Malaysia
100
100
Locktech
International Sdn.
Bhd. (LISB)
Malaysia
100
100
Singapore
100
100
Ezymobile
International
Sdn. Bhd. (EISB)
Malaysia
100
100
P.T. MexComm
(PTMX) *
Indonesia
90
90
Provision of IT solutions in
tele-communication industry.
MexComm Ltd.
(MCL) *
Hong Kong
100
100
MexComm
Corporation
(Thailand) Ltd.
(MCTL) *@
Thailand
100
100
Provision
of
innovative
mobile
solutions and creative, value-adding
advertising services to mobile network
operators.
Thailand
49
49
Indonesia
10
10
E-G6 Solution
Thailand Co. Ltd.
(E-G6) *
Thailand
100
100
Thailand
100
100
(647673-A)
77
(Continued)
2014
%
51
51
Principal Activities
Thailand
*
^
Audited by firms of chartered accountants other than Baker Tilly Monteiro Heng.
Subsidiaries without audited financial statements and Auditors Reports but the financial statements of
these subsidiaries were considered by the auditors for the purposes of the financial statements of the
Group.
@ These subsidiary are in the process of voluntarily winding-up.
# These subsidiaries dissolved by way of members voluntary winding-up during the financial year.
(a) Non-controlling Interest in Subsidiaries Companies
The financial information of the Groups subsidiaries that have material non-controlling interests are as
follows:-
Other
E-G6 individually
Ezymobile
Solution immaterial
Mexcomm International
Thailand subsidiary
Sdn. Bhd.
Sdn. Bhd.
Co. Ltd. companies
RM000
RM000
RM000
RM000
2015
NCI percentage
of ownership
interest and
voting interest
20%
20%
20%
Carrying amount
of NCI
524
(514)
393
(18)
(Loss)/profit
allocated to NCI
(275)
49
74
12
Total
RM000
385
(140)
78
(647673-A)
(Continued)
The summarised financial information (before intra-group elimination) of the Groups subsidiaries that
have material non-controlling interests are as follows:-
Ezymobile
Mexcomm International
Sdn. Bhd.
Sdn. Bhd.
RM000
RM000
Summarised statements of financial position
As at 31st December 2015
Non-current assets
600
61
Current assets
15,198
1,331
Current liabilities
(13,173)
(4,692)
Net assets
2,625
(3,300)
Summarised statements of
comprehensive income
Financial year ended
31st December 2015
Revenue
18,584
(Loss)/profit for the financial year
(1,373)
Total comprehensive (loss)/income
(1,373)
Summarised cash flow information
Financial year ended
31st December 2015
Cash flows from operating activities
(1,284)
Cash flows from investing activities
1,480
Cash flows from financing activities
(358)
Net decrease in cash and
cash equivalents
(162)
4,253
246
246
E-G6
Solution
Thailand
Co. Ltd.
RM000
17
8,982
(6,656)
2,343
9,871
370
370
(1,562)
-
1,350
(110)
(126)
(416)
(212)
(652)
Other
E-G6 individually
Ezymobile
Solution immaterial
Mexcomm International
Thailand subsidiary
Sdn. Bhd.
Sdn. Bhd.
Co. Ltd. companies
RM000
RM000
RM000
RM000
Total
RM000
2014
NCI percentage
of ownership
interest and
voting interest
20%
20%
20%
Carrying amount
of NCI
800
(564)
319
(26)
529
Profit/(loss)
allocated to NCI
6
(341)
278
(2)
(59)
(647673-A)
79
(Continued)
The summarised financial information (before intra-group elimination) of the Groups subsidiaries that
have material non-controlling interests are as follows (continued):-
Ezymobile
Mexcomm International
Sdn. Bhd.
Sdn. Bhd.
RM000
RM000
Summarised statements of financial position
As at 31st December 2014
Non-current assets
705
90
Current assets
12,794
864
Current liabilities
(9,501)
(4,499)
E-G6
Solution
Thailand
Co. Ltd.
RM000
16
9,780
(8,038)
Net assets
3,998
(3,545)
1,758
Summarised statements of
comprehensive income
Financial year ended
31st December 2014
Revenue
Profit/(loss) for the financial year
Total comprehensive income/(loss)
16,841
29
29
5,530
(1,704)
(1,704)
13,449
1,392
1,392
268
896
(1,057)
107
(873)
-
415
3,027
(5)
1,048
(458)
4,070
9. GOODWILL ON CONSOLIDATION
Group
2015
2014
RM000
RM000
At 1st January
Dissolved during the financial year
Less: Accumulated impairment losses
At 31st December
3,737
(7)
3,737
-
3,730
(2,913)
3,737
(2,913)
817
824
The Group has assessed the recoverable amounts of goodwill allocated and determined that no impairment
is required. The recoverable amounts of the cash-generating unit is determined using the value-in-use
approach, and this is derived from the present value of the future cash flows from the operating segments
computed based on the projections of financial budgets approved by management covering a period of 5
years.
The key assumptions used in the determination of the recoverable amounts are as follows:(a) The pre-tax discount rate of 13.07% per annum used reflects the Managements best estimate of return
on capital employed required;
(b) Growth rate of 5% has been used based on industry outlook for that segment; and
(c) The profit margins of 10% per annum used in the projections are based on historical actual margins.
The Management believes that no reasonable possible change in any of the above key assumptions would
cause the recoverable amount of the CGU to decline below its carrying value.
80
(647673-A)
(Continued)
The fair values of these securities are based on closing market prices on the last market day of the financial
year.
11. INVENTORIES
Group
2015
2014
RM000
RM000
At net realisable value
Computer and electronics parts
831
Testing equipment and peripherals
2
833
1,569
3
1,572
Group
2015
2014
RM000
RM000
Recognised in profit and loss:
Write-down to net realisable value
Reversal of write-down of inventories
105
(31)
(152)
During the financial year ended 31st December 2015, the amount of inventories recognised as an expense
in the cost of sales of the Group was RM5,165,189/- (2014: RM5,435,042/-).
(647673-A)
81
(Continued)
2015
RM000
Group
Trade receivables
Trade receivables
9,450
Less: Allowance for impairment
-
Trade receivables, net
9,450
Other receivables
Other receivables
1,341
Deposits
116
Prepayments
363
Total other receivables
1,820
Total trade and other receivables
11,270
Company
Other receivables
Other receivables
-
Deposits
1
Prepayments
1
Other receivables, net
2
2014
RM000
5,716
5,716
1,847
552
297
2,696
8,412
4
1
17
22
The Groups normal trade credit terms range from 14 to 90 days (2014: 14 to 90 days).
Trade receivables are non-interest bearing and the Groups normal trade credit terms range from 14
to 90 days. Other credit terms are assessed and approved on a case-by-case basis. The credit period
varies from customers to customers after taking into consideration their payment track record, financial
background, length of business relationship and size of transactions. They are recognised at their
original invoice amounts which represent their fair values on initial recognition.
As at the end of the reporting period, the Group has significant concentration of credit risk in the form
of outstanding balances owing by 12 (2014: 10) customers representing 58% (2014: 39%) of the total
receivables respectively.
The foreign currency profile of trade receivables is as follows:-
Group
2015
2014
RM000
RM000
Indonesian Rupiah
Singapore Dollar
US Dollar
Thai Baht
Ringgit Malaysia
7
88
117
495
8,743
124
10
1,168
4,414
9,450
5,716
82
(647673-A)
(Continued)
Group
2015
2014
RM000
RM000
Neither past due nor impaired
1 to 30 days past due not impaired
31 to 60 days past due not impaired
61 to 90 days past due not impaired
91 to 120 days past due not impaired
Impaired
3,037
2,329
2,386
1,743
491
1,793
1,554
519
554
760
6,413
3,387
-
9,450
5,716
Amount due from/(to) subsidiaries are non-trade in nature, unsecured, interest free and repayable on
demand. All non-trade balances are in respect of advances to subsidiaries.
(647673-A)
83
(Continued)
2015
RM000
2014
RM000
20
7,738
76
16
9,938
76
7,834
10,030
33
510
Group
Hong Kong Dollar
China Renminbi
US Dollar
Singapore Dollar
Ringgit Malaysia
Thai Bath
2015
RM000
2014
RM000
11
19
123
176
2,875
4,630
8
17
912
153
3,361
5,579
7,834
10,030
50,000
17,890
1,789
19,679
84
(647673-A)
(Continued)
On 18th September 2013, the Warrants 2013/2018 were issued for free pursuant to the renounceable Rights
Issue on 25th September 2013 from the issuance of 89,452,020 new ordinary shares of RM0.10 each
(Rights Shares) on the basis of one Rights Share for each existing ordinary share of RM0.10 each in the
Company, together with the issuance of 89,452,020 new free detachable warrants (Warrants) on the basis
of one free Warrant for each Rights Share subscribed for at an issue price of RM0.10 per Rights Share.
Warrants 2013/2018 are listed on Bursa Malaysia Securities Berhad. Each new warrant entitles its registered
holder, at any time from the date of its issue up to and including 17th September 2018, to subscribe for one
new ordinary share of RM0.10 each in the Company at an exercise price of RM0.13 per share which subject
to adjustments under the terms set out in the Deed Poll dated 12th August 2013 constituting the Warrants
2013/2018.
Any warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid for any
purpose.
Issue
Date
18.9.2013
Expiry
Date
17.9.2018
Exercise
Price
RM per
Warrant
At the
Beginning
of
Financial
Year
0.13
5,385
Issued
Exercised
At the
End of
Financial
Year
89,452,020
89,452,020
0.0602
0.12
0.13
5
57.68
(647673-A)
85
(Continued)
Total
RM000
Group
At 1st January 2014
47
-
47
Other comprehensive income:
Foreign currency translation
differences for foreign
operations
(76)
-
(76)
At 31st December 2014
(29)
-
(29)
Other comprehensive income:
Items that will not be reclassified
subsequently to profit or loss
Surplus on revaluation of property,
plant and equipment
-
1,270
1,270
Items that are or may be reclassified
subsequently to profit or loss
Foreign currency translation differences
for foreign operations
316
-
316
Total other comprehensive income
for the financial year
316
1,270
1,586
At 31st December 2015
287
1,270
1,557
(a) Translation reserve
The foreign currency translation reserve represents exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the
Groups presentation currency.
The revaluation reserve of the Group represents net revaluation surplus arising from valuation of freehold
land and buildings.
86
(647673-A)
(Continued)
18. BORROWINGS
Group
2015
2014
Note
RM000
RM000
Secured:
Current liabilities
Term loan
(a)
105
99
Hire purchase liabilities
(b)
11
72
116
171
Non-current liabilities
Term loan
(a)
2,050
2,157
Hire purchase liabilities
(b)
27
136
2,077
2,293
Total borrowings
2,193
2,464
(a) Term loan
The term loan is secured by:(i) first legal charge over the building of a subsidiary as disclosed in Note 5 (a) and Note 6 (a) to the
financial statements; and
(ii) corporate guarantee by the Company;
Group
2015
2014
RM000
RM000
Within the next twelve months
105
After the next twelve months
- not later than two years
110
- later than two years but not later
than five years
368
- later than five years
1,572
2,050
2,155
99
104
349
1,704
2,157
2,256
(647673-A)
87
(Continued)
Future minimum hire purchase payments under hire purchase together with the present value of the net
minimum hire purchase payments are as follows:-
Group
2015
2014
RM000
RM000
Minimum hire purchase payments
- not later than one year
- later than one year but not later than five years
Less: Future interest charges
Present value of hire purchase payables
Represented by:-
Current
- not later than one year
Non-current
- later than one year but not later than five years
13
29
80
142
42
(4)
222
(14)
38
208
11
72
27
136
38
208
88
(647673-A)
(Continued)
Total
RM000
3
3
348
351
2015
2014
RM000
RM000
Group
Trade payables
1,943
889
Other payables
Other payables
251
204
Accruals
10,759
11,786
11,010
11,990
Total trade and other payables
12,953
12,879
Company
Other payables
Other payables
2
Accruals
41
Total other payables
43
12
46
58
(647673-A)
89
(Continued)
Trade payables are non-interest bearing and the normal credit terms granted to the Group and the
Company range from 30 to 90 days (2014: 30 to 90 days).
Group
2015
2014
RM000
RM000
Singapore Dollar
1
1
Euro
58
40
US Dollar
93
41
Ringgit Malaysia
1,791
807
1,943
889
(b) Accruals
Deferred income represents prepaid bulk services invoiced but not rendered as at the end of the reporting
period.
22. REVENUE
Group
2015
2014
RM000
RM000
Sales of goods
Rendering of services
9,967
29,557
9,516
33,677
39,524
43,193
7,297
25,211
6,819
28,141
32,508
34,960
90
(647673-A)
(Continued)
Group
Company
2015
2014
2015
2014
RM000
RM000
RM000
RM000
After charging :-
Audit fees
- current year
145
142
33
- prior year
13
13
3
Bad debts written off
8
36
31
Depreciation of property,
plant and equipment
344
445
-
Depreciation of investment property
18
-
-
Directors remuneration
- fees
144
144
144
- emoluments
863
875
12
Subsidiaries directors remuneration
- fees
6
5
-
- emoluments
423
466
-
Amortisation on intangible assets
64
63
-
Impairment loss on:
- investment in subsidiaries
-
-
1,406
- amount due from subsidiaries
-
-
5,097
Lease rental
14
55
-
Loss on dissolution of
subsidiaries
3
-
-
Loss on disposal of property, plant
and equipment
47
-
-
Loss on foreign exchange
- realised
161
80
-
- unrealised
204
-
-
Personnel expenses
- Employees Provident Fund
428
506
-
- wages, salaries and others
4,089
4,439
-
Property, plant and equipment
written off
24
21
-
Rental expenses
154
168
-
Research expenses
85
138
-
And crediting:-
Bad debts recovered
5
-
-
Rental income
-
2
-
Fair value gain on other investments
1
3
-
Gain on foreign exchange
- realised
352
34
-
- unrealised
-
195
-
Gain on disposal of property, plant
and equipment
-
273
-
32
1
10
144
12
812
-
(647673-A)
91
(Continued)
18
-
-
18
26. TAXATION
Group
Company
2015
2014
2015
2014
RM000
RM000
RM000
RM000
Income tax
- current year
(329)
(341)
- prior years
(168)
(8)
(497)
(349)
-
-
The income tax rate is calculated at the Malaysian statutory tax rate of 25% of the estimated taxable profit
for the fiscal year. The statutory tax rate will be reduced to 24% from current year is rate 25% with effect from
year of assessment 2016.
A reconciliation of income tax expense applicable to loss before taxation at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and the Company are as follows: Group
Company
2015
2014
2015
2014
RM000
RM000
RM000
RM000
Loss before taxation
(1,641)
(914)
(6,844)
Taxation at applicable tax rate
of 25%
410
228
1,711
Tax effects arising from
- tax rates in foreign jurisdictions
35
88
-
- non-deductible expenses
(282)
(140)
(1,711)
- non-taxable income
18
71
-
- utilisation of previous
unrecognised tax losses
-
4
-
- origination of deferred
tax assets not recognised in the
financial statements
(490)
(455)
-
- deferred tax assets not recognised
in difference tax rate
(20)
(137)
-
- under accrual in prior years
(168)
(8)
-
Tax expense for the financial year
(497)
(349)
-
(1,130)
283
(283)
-
92
(647673-A)
(Continued)
Deferred tax assets have not been recognised in respect of the following items:-
Group
2015
2014
RM000
RM000
Property, plant and equipment
Unutilised capital allowances
Unutilised tax losses
Potential deferred tax assets at 24%
(379)
(2,976)
(11,759)
(305)
(2,884)
(9,881)
(15,114)
(13,070)
(3,627)
(3,137)
The availability of the deductible temporary differences, unutilised capital allowances and unutilised tax
losses for offsetting against future taxable profits of the respective subsidiaries are subject to no substantial
changes in shareholdings of those subsidiaries under Section 44(5A) and (5B) of Income Tax Act,1967 and
guidelines issued by the tax authorities. Deferred tax assets have not been recognised in respect of these
items as they may not be used to offset against taxable profits of other subsidiaries in the Group and they
have arisen in subsidiaries that have a recent history of losses.
27. LOSSES PER SHARE
(a) Basic
Basic losses per share is calculated by dividing the net loss for the financial year by the weighted
average number of ordinary shares on issue during the financial year.
Group
2015
2014
RM000
RM000
Net loss for the financial year
(1,998)
Weighted average number of ordinary shares (unit):-
Issued ordinary shares at 1st January
196,794
Effect of issuance of ordinary shares
-
Weighted average number of ordinary shares
at 31st December
196,794
Basic losses per share for the financial year (sen)
(1.02)
(1,204)
114,204
71,170
185,374
(0.65)
(b) Diluted
The diluted earnings per ordinary share calculation is not disclosed as the potential ordinary shares
arising from the exercise of warrants at fair value have anti-dilutive effects.
(647673-A)
93
(Continued)
232
-
-
1,139
(56)
(765)
232
318
The Group adopted MFRS 8 Operating Segments which requires the identification of operating segments
on the basis of internal reports that are regularly reviewed by the Groups chief operating decision maker in
order to allocate resources to the segments and assess their performance.
(a) General Information
The information reported to the Groups chief operating decision maker to make decisions about
resources to be allocated and for assessing their performance is based on business segments.
(b) Measurement of Reportable Segments
Segment information is prepared in conformity with the accounting policies adopted for preparing and
presenting the consolidated financial statements.
Transactions between reportable segments are measured on the basis that is similar to those external
customers.
Segment profit or loss is profit earned or loss incurred by each segment without allocation of central
administrative costs, non-operating investment revenue, finance costs and income tax expense. There
are no significant changes from prior financial year in the measurement methods used to determine
reported segment statements of comprehensive income.
All the Groups assets are allocated to reportable segments other than assets used centrally for the
Group, current and deferred tax assets. Jointly used assets are allocated on the basis of the revenues
earned by individual segments.
All the Groups liabilities are allocated to reportable segments other than liabilities incurred centrally for
the Group, current and deferred tax liabilities. Jointly incurred liabilities are allocated in proportion to the
segment assets.
The Group is organised into four major business segments:-
Segments
i. Mobile Services Division
(Continued)
216
14
-
230
(94)
136
Segment results
1,351
1,689
(338)
1,659
30
-
(3)
(2)
(1)
(2)
-
-
(2)
608
(1,520)
7,059
7,059
-
(276)
(275)
(1)
(2,032)
(1,630)
(402)
(275) (1,520)
-
7
- (117)
(275)
1,332
1,332
-
(1,842)
(1,832)
(10)
(1,704)
-
(128)
(1,704)
6,372
6,372
-
(239)
(239)
-
(244)
7
(2)
(244)
3,668
3,668
-
(496)
(496)
-
(538)
44
(2)
(538)
3,998
3,998
-
-
-
-
-
-
-
-
- (2,138)
- (1,641)
- (497)
- (1,550)
-
28
- (119)
- (1,550)
(1,263)
(914)
(349)
(858)
74
(130)
(858)
- 39,524 43,193
- 39,524 43,193
-
-
-
1,659
31,491
608
-
216
31,491
-
Mobile Services
Enterprise
Computing
Division
Service Division Electronic Services
Others
Eliminations
Consolidated
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
94
(647673-A)
(Continued)
26,332
Total assets
24,674
24,674
-
274
274
-
Segment liabilities
26,551 23,621 2,075 2,576 11,065 8,667 5,083 5,006 (31,231) (26,988) 13,543 12,882
Unallocated liabilities
131
254
8
171 2,146 2,244
38
49
-
- 2,323 2,718
Total liabilities
26,682 23,875 2,083 2,747 13,211 10,911 5,121 5,055 (31,231) (26,988) 15,866 15,600
Oher information
Capital expenditure
54
58
-
26
170
934
10
131
-
-
234 1,149
Depreciation of property,
plant and equipment
130
143
6
20
187
264
21
18
-
-
344
445
Depreciation of
investment property
-
-
-
-
18
-
-
-
-
-
18
Amortisation of intangible
assets
64
63
-
-
-
-
-
-
-
-
64
63
Other material non-cash
items other than
depreciation
Write-down to net
realisable value
of inventories
-
-
-
-
8
-
97
-
-
-
105
Gain on disposal of
property, plant
and equipment
-
-
-
(1)
- (272)
-
-
-
-
- (273)
Reversal of write-down
of inventories
-
-
-
(5)
(25)
(147)
(6)
-
-
-
(31)
(152)
26,332
-
Segments assets
Unallocated assets
Mobile Services
Enterprise
Computing
Division
Service Division Electronic Services
Others
Eliminations
Consolidated
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
(647673-A)
95
96
(647673-A)
(Continued)
Segment assets
2015
2014
RM000
RM000
Segment liabilities
2015
2014
RM000
RM000
The following are major customers with revenue equal or more than 10% of the Groups total revenue:
Customer A
Customer B
Customer C
Customer D
Revenue
2015
2014
RM000
RM000
9,835
4,901
4,775
2,738
8,004
3,724
7,652
5,245
Segment
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to
control the party or exercise significant influence over the party in making financial and operational
decisions, or vice versa, or where the Group and the party are subject to common control. Related
parties may be individuals or other entities.
(647673-A)
97
(Continued)
5,140
(5,099)
(1,996)
5,174
(5,268)
(2,094)
Individually significant outstanding balances arising during the financial year from transactions other
than normal trade transactions with related parties are as follows:-
Company
2015
2014
RM000
RM000
Amount due from subsidiaries
Amount due to a subsidiary
6,341
(30)
11,275
-
The remuneration of the key management personnel during the financial year is as follows:-
Group
Company
2015
2014
2015
2014
RM000
RM000
RM000
RM000
Directors
Salaries, bonuses and allowances
1,107
1,151
12
12
Fees
150
149
144
144
Employees Provident Fund
179
190
-
1,436
1,490
156
156
Other key management personnel
Salaries, bonuses and allowances
698
616
-
Employees Provident Fund
84
74
-
782
690
-
31. OPERATING LEASE ARRANGEMENTS
The Group has entered into non-cancellable operating lease arrangements for the use of photocopiers and
office building. The lease is for a period of between 3 to 5 years.
Group
2015
2014
RM000
RM000
Not later than one year
Later than one year but not later than five years
183
98
164
124
281
288
98
(647673-A)
(Continued)
The Group is currently engaged in the following material litigations:(a) Civil Suit in the Penang High Court (Civil Suit No. MT1-22-527-2007) against Tan Kim Boon, Tan
Kim Kheng, Lo Mooi Lee, Ang Chai Khee, Ottus Sdn. Bhd. and Oung Lay Choon
The Company and its wholly-owned subsidiaries, Tonerex Technologies Sdn Bhd (TTSB), Tonerex
MSC Sdn Bhd (TMSC) [Now known as Agensi Pekerjaan GenY HR Sdn Bhd] and Mexter (M) Sdn Bhd
(MMSB) (hereinafter referred to as the Plaintiffs) had on 28th August 2007 via their solicitors Messrs.
Skrine filed a civil suit in the Penang High Court against Tan Kim Boon, Tan Kim Kheng, Lo Mooi Lee,
Ang Chai Khee and Ottus Sdn. Bhd. (hereinafter referred to as the Defendants) to, inter alia restrain
the Defendants from unlawfully interfering with or conspiring to injure the business of TTSB and TMSC,
and for:(i)
(ii)
(iii)
(iv)
(v)
(vi)
In addition, TTSB, TMSC and MMSB had on 28th August 2007 filed an ex-parte application for interim
orders for, inter alia, the following:(i) an injunction restraining the Defendants from further unlawfully interfering with or conspiring to
injure the business of TTSB and TMSC;
(ii) an Anton Piller Order to enter the Defendants residence and premises to inspect, search, make
copies and/or remove to the Plaintiffs solicitors custody, evidence pertaining to the case to be
preserved pending the trial; and
(iii) a Mareva Injunction Order to freeze the accounts and assets of the Defendants pending the trial.
The application for the above ex-parte interim orders were heard and granted before the learned Judge
in the Penang High Court on 3rd September 2007.
The Defendants had filed into the Penang High Court applications seeking orders to set aside the exparte interim orders of 3rd September 2007 and to claim for damages. On 6th August 2008, the Court
dismissed the Defendants setting aside applications and allowed the Plaintiffs inter partes application
for injunctive relief.
The case was then fixed for full trial. When the trial was concluded, the Court then fixed 10th March
2014 for decision.
Judgment for this case was given by the Court on 10th March 2014 where the Judge after considering
all the evidence and submissions by both parties held :That the Plaintiffs have succeeded in proving their case against the Defendants and granted the Plaintiffs
the following reliefs against the Defendants:(a) An injunction restraining the 1st to 5th Defendants or any of them from unlawfully interfering with
the business of the 1st and 2nd Plaintiffs and/or conspiring to injure the business of the 1st and 2nd
Plaintiffs by:(i) Contacting, interfering with, soliciting or any way dealing with the 1st and 2nd Plaintiffs
Customers as set out in Schedule 1 and 2 [as per the 2nd Share Sale Agreement] for a period
of 3 years from the date of this Order;
(ii) Inducing or attempting to induce breaches of contract between the 1st and 2nd Plaintiffs and
their Customers and/or diverting the business of the 1st and 2nd Plaintiffs to themselves for a
period of 3 years from the date of this Order;
(647673-A)
99
(Continued)
100
(647673-A)
(Continued)
Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at
amortised cost. The principal accounting policies in Note 3 describe how classes of financial instruments
are measured, and how income and expense, including fair value gains and losses, are recognised. The
following table analyses the financial assets and liabilities in the statements of financial position by the
class of financial instruments to which they are assigned, and therefore by the measurement basis:
At fair value Financial
through liabilities
profit or
Loans and at amortised
loss receivables
cost
RM000
RM000
RM000
Total
RM000
Group
2015
Financial Assets
Other investments
456
-
-
456
Trade and other receivables*
-
10,907
-
10,907
Cash and bank balances
-
7,834
-
7,834
456
18,741
-
19,197
Financial Liabilities
Trade and other payables
-
-
12,953
12,953
Borrowings
-
-
2,193
2,193
-
-
15,146
15,146
2014
Financial Assets
Other investments
1,835
-
-
1,835
Trade and other receivables*
-
8,115
-
8,115
Cash and bank balances
-
10,030
-
10,030
1,835
18,145
-
19,980
Financial Liabilities
Trade and other payables
-
-
12,879
12,879
Borrowings
-
-
2,464
2,464
-
-
15,343
15,343
* Exclude prepayments.
(647673-A)
101
(Continued)
Total
RM000
Company
2015
Financial Assets
Other investment
225
-
-
225
Other receivables*
-
1
-
1
Amount due from subsidiaries
-
6,341
-
6,341
Cash and bank balances
-
33
-
33
225
6,375
-
6,600
Financial Liability
Other payables
-
-
43
43
Amount due to a subsidiary
-
-
30
30
-
-
73
73
2014
Financial Assets
Other investment
217
-
-
217
Other receivables*
-
5
-
5
Amount due from subsidiaries
-
11,275
-
11,275
Cash and bank balances
-
510
-
510
217
11,790
-
12,007
Financial Liability
Other payables
-
-
58
58
* Exclude prepayments.
The Group and the Company seeks to manage effectively the various risks namely credit, interest rate,
liquidity and foreign currency risks, to which the Group and the Company are exposed to in their daily
operations.
(a) Credit risk
The Management has a credit control procedure in place to monitor and minimise the exposure of
default. Trade receivables and amount due from subsidiaries are monitored on a regular and an
ongoing basis.
As at the end of the reporting period, the Groups and the Companys significant concentration
of credit risk is disclosed in Note 12(a) to the financial statements. The maximum exposure to
credit risk arising from trade and other receivables is represented by their carrying amounts in the
statements of financial position.
102
(647673-A)
(Continued)
Within
1 year
RM000
1 -5
years
RM000
> 5
years
RM000
Total
RM000
Group
2015
Financial
Liabilities
Term loan
4.90 - 7.55%
105
478
1,572
2,155
Hire purchase
payables
3.49 - 4.77%
11
27
-
38
2014
Financial
Liabilities
Term loan
4.90 - 7.55%
99
453
1,704
Hire purchase
payables
3.49 - 4.77%
72
136
-
2,256
208
(647673-A)
103
(Continued)
The table below summaries the maturity profile of the Groups and the Companys liabilities at the
end of the reporting period based on contractual repayment obligations.
Contractal On demand
One to More than
Carrying Undiscounted
or within
five
five
Amount Cash Flows one year
years
years
RM000 RM000 RM000 RM000 RM000
Group
2015
Trade and other
payables
12,953
12,953
12,953
-
Borrowings
2,193
3,195
228
888
2,079
15,146
16,148
13,181
888
2,079
2014
Trade and other
payables
12,879
12,879
12,879
-
Borrowings
2,464
3,577
295
1,001
2,281
15,343
16,456
13,174
1,001
2,281
Company
2015
Other payables
43
43
43
-
Financial guarantee
contracts
-
2,756
2,756
-
43
2,799
2,799
-
2014
Other payables
58
58
58
-
Financial guarantee
contracts
-
2,756
2,756
-
58
2,814
2,814
-
-
104
(647673-A)
(Continued)
The Group is exposed to foreign currency risk on sales and purchases that are denominated in a
currency other than Ringgit Malaysia. The currencies giving rise to this risk are primarily Indonesian
Rupiah, Euro, Singapore Dollar, Thai Baht, Taiwan Dollar and US Dollar. In the management of
foreign currency risk, the Group does not hedge these exposures by purchasing forward currency
contracts.
The Group is also exposed to foreign currency risk in respect of its investment in foreign subsidiaries.
The Company does not hedge this exposure by having foreign currency borrowings in view of the
insignificant amount of investment in the foreign subsidiaries.
A 10% strengthening of Ringgit Malaysia against the following foreign currencies at the end of
the reporting period would increase the profit before tax and other comprehensive income by the
amounts shown below. This analysis assumes that all other variables remain unchanged.
Group
Total increase
2015
2014
RM000
RM000
Euro
Singapore Dollar
Thai Baht
US Dollar
Hong Kong Dollar
Taiwan Dollar
China Renminbi
6
(26)
(513)
(15)
(1)
(1)
(2)
4
(28)
(675)
(88)
(1)
(2)
A 10% weakening of Ringgit Malaysia against the foreign currency at the end of the reporting period
would have had the equal but opposite effect on the amounts shown above, on the basis that all
other variables remain unchanged.
The methods and assumptions used to determine the fair value of the following classes of financial
assets and liabilities are as follows:(a) Cash and bank balances, trade and other receivables and payables
The carrying amounts of cash and bank balances, trade and other current receivables and payables
are reasonable approximation of fair values due to short term nature of these financial instruments.
(b) Borrowings
The carrying amounts of the current portion of borrowings are reasonable approximation of fair
values due to the insignificant impact of discounting.
The carrying amounts of long term floating rate loans are reasonable approximation of fair values
as the loans will be re-priced to market interest rate on or near reporting date.
(647673-A)
105
(Continued)
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, the lowest level input that is significant
to the fair value measurement as a whole:(a) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
(b) Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices); and
(c) Level 3 fair value measurements are those derived from inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
Except for unit trusts, the carrying amounts of the financial assets and liabilities of the Group and of the
Company at the reporting date approximated or were at their fair values.
106
(647673-A)
(Continued)
The primary objective of the Groups and the Companys capital management is to ensure that it maintains a
strong credit rating and healthy capital ratio in order to support its business and maximise shareholder value.
The Group and the Company manage their capital structure and makes adjustments to it, in light of changes
in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes
were made in the objectives, policies or processes during the years ended 31st December 2015 and 31st
December 2014.
The Group and the Company monitor capital using a gearing ratio, which is net debt divided by total capital
plus net debt. The Groups and the Companys policy is to keep the gearing ratio between 20% to 65%. The
Group and the Company include within its net debt, borrowings, trade and other payables, less cash and
bank balances. Capital includes equity attributable to the owners of the Company.
Group
2015
2014
Note
RM000 RM000
Trade and other payables
Borrowings
20
18
12,953
2,193
12,879
2,464
15,146
15,343
Less: Cash and bank balances
14
(7,834)
(10,030)
Net debt
7,312
5,313
Equity attributable to owners of the Company
10,608
11,020
Capital and net debt
17,920
16,333
Gearing ratio
40.8%
32.5%
The Group is also required to comply with the disclosure and necessary capital requirements as prescribed
in the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad.
(647673-A)
107
(18,137)
(18,137)
(18,137)
The determination of realised and unrealised profits is based on Guidance of Special Matter No. 1, Determination
of Realised and Unrealised Profits and Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities
Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20th December 2010.
The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements
stipulated in the directive of Bursa Malaysia and should not be applied for any other purposes.
108
(647673-A)
STATEMENT BY DIRECTORS
We, IVAN SIA TECK FATT and KUAN KHIAN LENG, being two of the Directors of Mexter Technology Berhad,
do hereby state that in the opinion of the Directors, the accompanying financial statements set out on pages 42
to 106 are properly drawn up in accordance with the Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true
and fair view of the financial position of the Group and of the Company as at 31st December 2015 and of the
financial performance and cash flows of the Group and of the Company for the financial year ended on that date.
The supplementary information set out on page 107 has been prepared in accordance with the Guidance of Special
Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant
to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants.
.......................................................
IVAN SIA TECK FATT
Managing Director
...................................................
KUAN KHIAN LENG
Director
Kuala Lumpur
Date: 13 April 2016
(647673-A)
109
STATUTORY DECLARATION
I, LIM SIOW FAI, being the officer primarily responsible for the financial management of Mexter Technology
Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements
set out on pages 42 to 106, and the supplementary information set out on page 107 are correct, and I make this
solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory
Declarations Act, l960.
........................................................
LIM SIOW FAI
Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory on 13 April 2016.
.
Before me,
..........................................................
Commissioner for Oaths
110
(647673-A)
(647673-A)
111
Kuala Lumpur
Date: 13 April 2016
112
(647673-A)
Description/
Existing use
Tenure
Date of
acquisition
Approximat
age of
building
(years)
3-storey
shophouse
used as Melaka
branch office for
sales, support &
engineering
Freehold
16.12.1994
21
1,561
4,620
270,000
Freehold
28.12.2007
4,314
3,500,000
Freehold
21.10.2013
1,288
866,000
(647673-A)
113
Analysis of Shareholdings
AS AT MARCH 31, 2016
SHARE CAPITAL
Authorized
Issued and Fully paid-up
Class of Share
Number of Shareholders
:
:
:
:
RM50,000,000.00
RM19,679,444.00
Ordinary Shares of RM0.10 each with equal voting rights
1,074
DISTRIBUTION OF SHAREHOLDERS
Holdings
No. of Holders
Total Holdings
6
108
394
437
126
3
202
82,041
2,231,400
18,334,500
84,702,330
91,443,967
0.00
0.04
1.13
9.32
43.04
46.47
1,074
196,794,440
100.00
No. of Holders
Total Holdings
1 - 99
100 - 1,000
1,001 - 10,000
10,001 100,000
100,001 4,472,600
4,472,601 and above
1
14
72
203
166
0
3
7,517
482,900
11,649,900
77,311,700
0
0.00
0.01
0.54
13.02
86.43
0.00
Total
456
89,452,020
100.00
1 - 99
100 - 1,000
1,001 - 10,000
10,001 100,000
100,001 9,839,721
9,839,722 and above
Total
WARRANTS
Unit of Warrants in Issue
Number of Warrantholders
:
:
89,452,020
456
DISTRIBUTION OF WARRANTS
Holdings
Shareholdings
1.
51,554,100 26.20
2.
21,213,467 10.78
3.
18,676,400
9.49
4.
7,288,100
3.70
5.
6,100,000
3.10
6.
5,037,500
2.56
7.
5,000,000
2.54
8.
4,728,600
2.40
114
(647673-A)
Analysis of Shareholdings
AS AT MARCH 31, 2016 (Continued)
Shareholdings
9.
3,831,000
1.95
10.
3,278,080
1.67
11.
2,415,205
1.23
12.
Chou, Ying-Hsien
2,368,900
1.20
13.
2,300,000
1.17
14.
2,281,000
1.16
15.
1,801,540
0.92
16.
1,789,040
0.91
17.
1,604,160
0.82
18.
1,604,160
0.82
19.
1,503,445
0.76
20.
1,289,040
0.66
21.
M N C Wireless Berhad
1,096,900
0.56
22.
1,056,400
0.54
23.
934,000
0.47
24.
898,080
0.46
25.
Fu Ching Xiong
814,000
0.41
26.
803,500
0.41
27.
700,000
0.36
28.
659,200
0.33
29.
620,000
0.32
30.
602,000
0.31
Warrant holdings
4,162,000
4.65
2,331,000
2,279,900
2,000,000
2,000,000
2.61
2.55
2.24
2.24
2,000,000
1,907,600
2.24
2.13
115
(647673-A)
Analysis of Shareholdings
AS AT MARCH 31, 2016 (Continued)
Warrant holdings
1.79
1.68
1.68
1.68
1.40
1.34
1.31
1.27
1.17
1.12
1.12
1.11
1.07
1.05
0.89
0.86
0.85
0.81
0.78
0.75
0.68
0.68
0.67
SUBSTANTIAL SHAREHOLDERS
Name
1. Ivan Sia Teck Fatt
2. Kuan Khian Leng
21,213,467
51,554,100
10.78
26.20
116
(647673-A)
Analysis of Shareholdings
AS AT MARCH 31, 2016 (Continued)
DIRECTORS SHAREHOLDINGS
Name
1. Ivan Sia Teck Fatt
2. Kuan Khian Leng
3 Dato Hj Mohammad Mokhtar
Bin Hj Hasann
4. Andrew Su Meng Kit
5. Yee Teck Fah
21,213,467
51,554,100
-
10.78
26.20
-
3
-
0.00
-
DIRECTORS WARRANTHOLDINGS
Name
1. Ivan Sia Teck Fatt
2. Kuan Khian Leng
3 Dato Hj Mohammad Mokhtar
Bin Hj Hasan
4. Andrew Su Meng Kit
5. Yee Teck Fah
PROXY FORM
I/We,
of
being a
Member of the above Company hereby appoint (Proxy 1)
of
and*/or failing him* (Proxy 2),
of
and*/or failing him*, the Chairman of the Meeting, as my/our proxy(ies), to vote for me/us on my/our behalf at the TWELFTH
ANNUAL GENERAL MEETING of the Company to be held at Dewan Perdana, Bukit Kiara Equestrian & Country Resort, Jalan
Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur, on Thursday, 16 June 2016 at 9.00 a.m. and at any adjournment
thereof as indicated below.
The proportions of my/our holdings to be represented by my/our proxy(ies) are as follows:Proxy 1 -
Proxy 2 -
% my/our behalf.
100%
FOR
AGAINST
To approve the payment of Directors Fees of up to RM133,500 for the financial period
ending 31 March 2017.
To re-elect the following directors retiring under the respective provision of the Articles of
Association of the Company, and who being eligible, offered themselves for re-election:-
2.
Article 98(1)
3.
Article 98(1)
4.
To re-appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company for the
ensuing year and to authorise the Directors to fix their remuneration.
To authorise Andrew Su Meng Kit to continue to serve as Senior Independent NonExecutive Director of the Company.
6.
7.
Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965.
Signature of Shareholder(s) .
Signed this ......... day of...., 2016.
Proxy
1.
For the purpose of determining a member who shall be entitled to attend and vote at the AGM, the Company shall be requesting the Record of Depositors
as at 9 June 2016. Only a depositor whose name appears on the Record of Depositors as at 9 June 2016 shall be entitled to attend, speak and vote at the
said meeting as well as for appointment of proxy(ies) to attend and vote on his/her stead.
2.
A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
3.
A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member appoints more than one (1) proxy,
the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
4.
If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.
5.
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (omnibus account), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each
omnibus account it holds.
6.
To be valid this form duly completed must be deposited at the Registered Office of the Company at L-05-01, No. 2 Jalan Solaris, Solaris Mont Kiara, 50480
Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting.
FOLD HERE
Affix
stamp
FOLD HERE
(647673-A)
L-05-01, No. 2 Jalan Solaris, Solaris Mont Kiara, 50480 Kuala Lumpur, Malaysia.
www.mexter.com.my