You are on page 1of 96

ANNUAL REPORT 2014

CONTENTS
Page 2

CORPORATE INFORMATION

Page 3

CORPORATE PROFILE

Page 5

PRODUCTS AND SERVICES

Page 6

CORPORATE STRUCTURE

Page 7

DIRECTORS PROFILES

Page 10

CHAIRMANS STATEMENT

Page 13

MANAGEMENT OVERVIEW

Page 15

STATEMENT ON CORPORATE GOVERNANCE

Page 24

ADDITIONAL COMPLIANCE INFORMATION

Page 25

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Page 27

REPORT ON AUDIT COMMITTEE

Page 30

FINANCIAL STATEMENTS

Page 86

DETAILS OF LANDED PROPERTY

Page 87

ANALYSIS OF SHAREHOLDINGS

Page 89

NOTICE OF ANNUAL GENERAL MEETING


PROXY FORM

CORPORATE INFORMATION

BOARD OF DIRECTORS

CORPORATE OFFICE

Datuk Ng Kam Chiu

42, Jalan BM 1/2


Taman Bukit Mayang Emas
47301 Petaling Jaya
Selangor Darul Ehsan
Tel: 03-7803 6623 Fax: 03-7803 8896
www.rexit.com

Chairman / Independent Non-Executive Director

Datuk Chung Hon Cheong


Chief Executive Officer / Executive Director

Si Tho Yoke Meng


Chief Operating Officer / Executive Director

Dato Abdul Murad Bin Khalid


Non-Independent Non-Executive Director

REGISTERED OFFICE

Kuah Hun Liang

Lot 6.08, 6th Floor


Plaza First Nationwide
No. 161 Jalan Tun H.S. Lee
50000 Kuala Lumpur
Tel: 03-2072 8100 Fax: 03-2072 8101

Independent Non-Executive Director

AUDIT COMMITTEE
Datuk Ng Kam Chiu
Chairman / Independent Non-Executive Director

Dato Abdul Murad Bin Khalid


Member / Non-Independent Non-Executive Director

Kuah Hun Liang

PRINCIPAL BANKERS
Standard Chartered Bank Malaysia Berhad
CIMB Bank Berhad

Member / Independent Non-Executive Director

AUDITORS
REMUNERATION COMMITTEE

Member / Executive Director

Sekhar & Tan


Chartered Accountants
Suite 16-8, Level 16, Lobby B
Wisma UOA II
No. 21 Jalan Pinang
P.O. Box 10568
50718 Kuala Lumpur
Tel: 03- 2170 2688 Fax: 03-2171 1987

NOMINATING COMMITTEE

SHARE REGISTRAR

Datuk Ng Kam Chiu

Bina Management (M) Sdn. Bhd.


Lot 10, The Highway Centre
Jalan 51/205, 46050 Petaling Jaya
Selangor Darul Ehsan
Tel: 03-7784 3922 Fax: 03-7784 1988

Datuk Ng Kam Chiu


Chairman / Independent Non-Executive Director

Dato Abdul Murad Bin Khalid


Member / Non-Independent Non-Executive Director

Datuk Chung Hon Cheong

Chairman / Independent Non-Executive Director

Kuah Hun Liang


Member / Independent Non-Executive Director

COMPANY SECRETARIES
Ng Heng Hooi (MAICSA 7048492)
Wong Mee Kiat (MAICSA 7058813)
Jane Ong Su Ping (MAICSA 7059946)

STOCK EXCHANGE LISTING


ACE Market of Bursa Malaysia Securities Berhad
Stock Name : REXIT
Stock Code : 0106

CORPORATE PROFILE

Rexit Berhad (Rexit) is a company that focuses on delivering solutions and services to the Insurance
industry. Rexits intimate knowledge and understanding of the business processes and operations of the
industry, its capability to continually identify advances in technology and successfully adapting those for the
benefit of its customers have made Rexit the solutions partner of choice.
Rexit has grown from a four-person operation in 1998 into a public-listed company by November 2005. Rexit
is currently listed on the ACE market of Bursa Malaysia Securities Bhd.
As a public-listed entity, Rexit not only has the financial capacity to undertake large IT projects but also has
the experience of managing large IT infrastructures. It also operates under the stringent requirements of
various regulatory bodies ensuring that there is proper corporate governance and prudence in its operations.
Rexit offers several web-based insurance solutions which cater for the front-end marketing and sales functions,
as well as the back-end operations and management requirements of insurance companies.

e-Cover Enabling online insurance transactions


Rexits business model is the provision of Software as a Service (SaaS) which is based on a pay per use
basis. This business strategy has enabled Rexit to be a key partner to the financial and legal services industries.
The SaaS model was adopted in order to help companies to address the biggest concerns in IT investments,
namely the high capital expenditure, difficulties in retaining IT expertise, the technology risk, and the high
costs of operating and maintaining IT systems.
Rexit introduced the e-Cover suite of web-based solutions which provided an on-line system for insurance
companies and their intermediaries. Today, with more than 35,000 registered users comprising intermediaries,
twelve insurance companies, five banks and telcos, the e-Cover system is one of the largest SaaS e-commerce
portals in the country, if not regionally. Insurance transaction data is now entered by the thousands of agents
with the e-Cover system instead of relying on the personnel of the insurance companies.
Through a common interface, agents can transact for multi-principals using the multiple devices instead of
different terminals and operating environments in the past. Today, the e-Cover portal can be accessed using
different browsers like Internet Explorer, Google Chrome, Mozilla Firefox and Safari from various devices
running on Windows, Android and Apple iOS. The capability is extended to any location so long as there is
access to the Internet. This fits into the business model of providing service anytime, anywhere which most
insurance agents operate in.
The e-Cover system is currently deployed in Malaysia, Singapore, Thailand and Hong Kong.

e-PPA Enabling online unit trust investment through EPF


Although Rexits core business is focused on the Insurance industry, it has recognized the opportunities in
expanding its business model in the other financial services sector.
In 2009, Rexit expanded the SaaS model to include the Malaysian unit trust industry following our
appointment by the Federation of Investment Managers Malaysia (FIMM) as the third party administrator
for electronic submissions by their member companies to the Employees Provident Fund (EPF). The
application known as the e-Pelaburan Pilihan Ahli (e-PPA) system is an industry platform for the submission
of unit trust investment and redemption applications which are settled electronically using the EPF members
contributions. The e-PPA system provides a closed loop process involving the unit trust companies, the EPF
and their nominated bank for all processes within a turnaround time of less than 3 days.
The e-PPA system is adopted by all FIMM as well as non-FIMM member companies.

CORPORATE PROFILE

InfoGuardian Enabling online legal documentation


Rexit has further broadened its SaaS solutions with the introduction of the InfoGuardian Work Management
Suite (InfoGuardian). InfoGuardian is an integrated workflow, case management and document
management system specially designed for the financial and legal services industries, to provide and facilitate
an on-line information sharing environment for multiple users within and outside customer organizations.
InfoGuardian provides key tools that enable quick and informed business decisions and promotes transparency
between the various parties involved in any work process. The InfoGuardian Suite can be easily adapted for
various industries.
InfoGuardian is used by an international Islamic bank and a local bank together with their panel of legal firms
and property valuation firms.

Overseas Operations
Rexit International Sdn Bhd, a MSC Malaysia status company was formed to develop and market Rexits
solutions and services internationally. It is well placed to reinforce our presence through our existing
customers in Hong Kong, Singapore and Thailand. The implementation of these projects means that our
software has undergone the process of localization in these countries. This further enhances the marketability
and the acceptability of our products and services in these markets.
We will continue our efforts to market our e-Cover to the regional market with local strategic partners in the
market identified. The local partners with a comprehensive knowledge of the local business environment will
be in the best position to provide the necessary linkages to the government and the business sectors.
In order for the Group to continuously stay ahead in the competitive information technology business and to
provide new and enhanced software solutions to meet the needs of our customers, Rexit has set up Rexit
Software (Guangzhou) Co Ltd for the purpose of carrying out research and development for our overseas
projects. Furthermore, the setting up of this base will provide the Group with the availability of additional
resources for projects in the region.

Recognition and Awards


Rexit Software and Rexit International were granted MSC (Multimedia Super Corridor) Malaysia Company
Status by the Malaysian Multimedia Development Corporation Sdn Bhd in 2004 and 2008 respectively.
Rexit Software won the Asia Pacific ICT Alliance (APICTA) Merit Awards for the local and international
Best of Financial Applications categories in 2006.
Furthermore, as part of Rexits continuous improvement strategy, Rexit has achieved the Capability Maturity
Model Integration (CMMI) rating (Level 3) in December 2008.
Rexit won the Malaysian Business-CIMA Enterprise Governance Awards 2010 for the ACE Market category
in October 2010.

PRODUCTS AND SERVICES

Rexit offers a broad range of solutions and services specifically for the Insurance and Financial Services
industries that want to benefit from implementing secured e-commerce.
Our products support the entire spectrum of insurance processes and operations spanning from the external
sales and marketing processes through the various distribution channels which include agents, brokers and
banks through to the internal operations that involve the management of intermediaries and service providers,
policy administration, underwriting, customer services, claims management, compliance, reinsurance, etc.
Rexit also has the capacity to provide solutions and data management services for large scale nationwide
implementations and support various government initiatives.
Our primary products are:
InfoGuardian, an integrated workflow, case management and document management
system that provides and facilitates an on-line information sharing
environment for multiple users within and outside customer
organizations.
e-PPA, an online system used by all approved
unit trust companies in Malaysia to submit
investment and redemption applications to

InfoGuardian
Enabling online legal documentation

e-PPA

Enabling online unit trust investments through EPF

e-Cover

Enabling online insurance transactions

the EPF whenever EPF members invest in


the selected unit trusts using their EPF
contributions.
e-Cover, an online insurance transaction
system that enables a business to deliver
products and services electronically and
within a short time-to-market. It is available
24x7 anywhere. The shared services model
adopted significantly reduces the cost of
ownership.

CORPORATE STRUCTURE

100 %

Rexit International Sdn Bhd

100 %

Rexit Solutions Sdn Bhd

100 %

100 %

100 %

49 %

Rexit (M) Sdn Bhd

Rexit Software Sdn Bhd

Rexit Software (Guangzhou) Co Ltd

Reward-Link.com Sdn Bhd

DIRECTORS PROFILES

Mr. Kuah Hun Liang

Dato Abdul Murad


Bin Khalid

Datuk Chung
Hon Cheong

Mr. Si Tho
Yoke Meng

Datuk Ng Kam Chiu

DATUK NG KAM CHIU 68 years of age, Malaysian


Chairman / Independent Non-Executive Director
YBhg Datuk Ng was appointed to the Board on 2 September 2005. He holds a Bachelor of Social Science
(Honours) degree from the University of Singapore and a Masters in Public Administration degree from the
University of Southern California (Washington D.C.). He started his career with the Malaysian Administrative
and Diplomatic Service in 1970 and worked in the Penang State Secretarys Office. He has served in the
National Institute of Public Administration, the Prime Ministers Department, the Road Transport Department,
and the Ministry of Science, Technology and Environment. He retired from the civil service in 2002.
YBhg Datuk Ng is the Chairman of the Audit Committee, Nominating Committee and Remuneration
Committee. He attended all the four (4) Board meetings held in the financial year ended 30 June
2014.Committee. He attended all the four (4) Board meetings held in the financial year ended 30 June 2013.

DATO ABDUL MURAD BIN KHALID 60 years of age, Malaysian


Non-Independent Non-Executive Director

YBhg Dato Abdul Murad was appointed to the Board on 17 October 2007. He holds a Diploma in Accounting
and Bachelor of Economics (Honours) from the University of Malaya. He is a Member of Malaysian Institute
of Chartered Public Accountants. He started his career with Bank Negara in 1976 as an Administrative Officer
and appointed as Assistant Governor in 1994 until his resignation in 1999. He joined RHB Bank Berhad in
January 1999 as Executive Director until his resignation in September 1999. He currently sits on the Board of
several private limited companies.
YBhg Datuk Abdul Murad is a Member of the Audit Committee and Remuneration Committee. He attended
all the four (4) Board meetings held in the financial year ended 30 June 2014.

DIRECTORS PROFILES

KUAH HUN LIANG

53 years of age, Malaysian

Independent Non-Executive Director


Mr. Kuah was appointed to the Board on 17 December 2007. He holds a Bachelor of Science (Hons) degree in
Applied Economics from the University of East London. Mr. Kuah has more than 30 years experience in the
financial markets. He started his banking career in Public Bank Berhad in 1983. He joined Deutsche Bank AG
in 1989 where he served as a Treasurer and was then promoted as the Managing Director and Head of Global
Markets. He gained extensive experience in the field of trading and sales, as well as debt and equity capital
markets during his tenure as the Head of Global Markets. In 2000, he was appointed as an Executive Director
of Deutsche Bank (M) Berhad and promoted to be the Chief Executive Officer in 2002 and held the position
till September 2006. Mr. Kuah was a former Treasurer and Director of Malaysian-German Chamber of
Commerce and Chairman of Star Publications (Malaysia) Berhad. He has also served as a member of the
Quality Assurance Committee for Financial Sector Talent Enrichment Programme (FSTEP), part of Institut
Bank-Bank Malaysia and managed by Bank Negara Malaysia.
He is currently the Independent Non-Executive Director of Alliance Investment Bank Berhad, Alliance Bank
Malaysia Berhad and MPHB Capital Berhad.
Mr. Kuah is a member of the Audit Committee and Nominating Committee. He attended all the four (4) Board
meetings held in the financial year ended 30 June 2014.

DATUK CHUNG HON CHEONG

53 years of age, Malaysian

Chief Executive Officer / Executive Director


YBhg Datuk Chung was appointed to the Board on 2 September 2005. He started his involvement in IT in the
early 80s with Computer Information Systems Sdn Bhd, a bureau services company providing data processing
services for insurance companies. He then left to join System Maju Sdn Bhd, a Wang Computers distributor, a
company specializing in IT hardware and software. In 1985, he co-founded Power Computer Supplies Sdn
Bhd, a company principally involved in software development for general insurance companies. He
subsequently sold his shares in this venture in 1996. From 1996 to 2001, he was involved in providing general
consultancy services. In 2002, he was appointed Managing Director of Rexit Solutions Sdn Bhd (Rexit
Solutions) and subsequently in 2003, he acquired Rexit Solutions through Rexit Venture Sdn Bhd (Rexit
Venture). With great vision and leadership, he is recognised in the general insurance industry and is also a key
factor in steering the steady growth of Rexit Group to become a respected software company in the IT industry.
YBhg Datuk Chung currently sits on the Board of Tenaga Nasional Berhad.
He is the Chairman of the Options Committee and a Member of the Remuneration Committee. He attended all
the four (4) Board meetings held in the financial year ended 30 June 2014.

DIRECTORS PROFILES

SI THO YOKE MENG

53 years of age, Malaysian

Chief Operating Officer / Executive Director


Mr. Si Tho was appointed to the Board on 2 September 2005. He started his career in the early 80s with
Komputer Usaha Sdn Bhd, which he contributed vastly in development and project management. In 1987, he
joined Power Computer Supplies Sdn Bhd, a company principally involved in software development for
general insurance companies, where he was involved in managing, planning, directing and monitoring IT
development activities. From 1996 to 2001, he was involved in providing general consultancy services. In
2001, he joined ETSC Dotcom Sdn Bhd (now known as e-Resource.com Sdn Bhd), a company involved in
conducting research and development in RFID applications. The company successfully developed the
electronic locate, identify and track engine (e-LIT engine), an RFID-based application which was tested in
collaboration with University Sains Malaysia with commendable results. In 2002, he was appointed the
Executive Director of Rexit Solutions and subsequently acquired Rexit Solutions through Rexit Venture in
2003. His vision and leadership is essential in establishing and managing the Rexit Group.
Mr. Si Tho is a Member of the Options Committee. He attended all the four (4) Board meetings held in the
financial year ended 30 June 2014.

Notes
None of the Directors have any family relationship with any director and/or major shareholder of the Company.
None of the Directors have any conflict of interest with the Company.
None of the Directors have been convicted for offences within the past 10 years.

CHAIRMANS STATEMENT

Dear Shareholders,
On behalf of the Board of Directors of Rexit Berhad, I am pleased to
present the Annual Report and the audited financial statements of the
Group for the financial year ended 30 June 2014 (FY2014).
Overview
The year under review was indeed demanding and challenging for our
e-Cover products and services. To stay relevant and remain profitable,
the Group positions itself to be readily able to respond effectively and
efficiently to the anticipated and actual structural changes in the
insurance industry and the financial institutions. Continuous and
aggressive marketing of the Groups products and services to new customers and the development of new
areas of focus for our e-Cover necessitates the increase in direct costs. Despite the turbulent and tough
operating conditions, the Group managed to deliver a decent performance and I am confident that the Group
will stay profitable for the next financial year.
As anticipated the new ruling by the Employment Provident Funds (EPF) that cuts contributors
investments in unit trusts had a significant impact of lowering the revenue contribution of our e-PPA project.
The Management believes this is temporary and EPF transactions will improve once the policy becomes more
certain.
The Group is targeting to launch the e-Cover motor insurance for the Malaysian Motor Insurance Pool
(MMIP) this year. MIMP is a high risk insurance pool that is run collectively by the insurance industry
under the orders of the regulators of the industry. MMIP provides an avenue for vehicle owners that finds
difficulty in securing cover to purchase their motor insurance policy. This service to MMIP is provided on user
pay per transaction and would upon implementation generate positive recurrent revenue for the Group.
Financial Performance
For the FY2014, the Groups revenue, mainly derived from software as a service subscription and transaction
fees, value added hardware and system software sales was recorded at RM11.991 million. This is 13%
decrease when compared to RM13.776 million recorded in the preceding year. The Groups profit before tax
decreased to RM3.480 million which is 27% decrease when compared to RM4.779 million in the last financial
year. The Groups profit after tax decreased to RM3.405 million compared to RM4.754 million in the previous
year.
For the FY2014, the Group purchased a total 1,327,400 ordinary shares from the open market. As of 30 June
2014, the Group holds a total of 7,555,200 Rexits shares in its Treasury.
Dividend
The total dividend for the FY2014 is 40 percent or 4 sen per ordinary share of RM0.10. The total dividend
payout amounted to 7.281 million.

10

CHAIRMANS STATEMENT

Prospects
The e-Cover motor insurance for MMIP is targeted to be launched this year. The attraction for clients to MMIP
will be the 24 X 7 availability of the service and providing an avenue for vehicle owners to purchase motor
insurance which is mandatory. The Group is expending resources to attract and train the people in the industry
to use this e-Cover for MMIP. The quantum of annual recurring revenue will depend on the number of
transactions once the e-Cover for MMIP is implemented successfully. I anticipate that the e-Cover for MMIP
will contribute positively to the Groups revenue and profit.
To ensure successful implementation of InfoGuardian to our second bank client, intensive training was
conducted to all potential users in the country. Currently, there are more than 600 legal firms and more than
120 property valuation companies registered as users of the InfoGuardian system. It is expected to generate
recurring revenue for the Group. The Group strongly believes that there is great potential for InfoGuardian in
the country and in the region.
The e-PPA will continue to contribute recurring revenue to the Group albeit in a smaller amount. The
Management believes this is temporary and EPF transactions will improve once the policy becomes more
certain.
The Governments plan to fully liberalize motor tariffs will spur more intense competition amongst the
insurance companies. Offers for more innovative products and effective and efficient service delivery to meet
customers requirements would be the order of the day in a deregulated market. The Groups experience in
providing e-Cover services in a deregulated environment to an insurance company in Singapore will put us in
good stead to exploit the potential opportunities by offering proven quality services to the industry.
Taking into consideration that the domestic market will be characterized by rapid changes and be more
demanding in 2015, the Group believes that the prospects of Rexit for the next financial year would remain
challenging.
Research and Development
Prioritizing recurring revenue generating projects remains the focus in all the Groups research and
development efforts. Continuous enhancement and development of new applications for the financial and
financial related services industry leveraging on our e-Cover infrastructure remains top priority. For FY2014,
the Group expended more than 2 million in R&D.
Corporate Social Responsibility
Human resources are the Groups greatest assets. Building a corporate culture which emphasizes team work
for more efficient and effective results, the Group organized a team building session for its employees.
Recognizing that the Goods and Services Tax to be implemented early 2015 will have an impact on the Group,
our employees and the community, a training session was conducted. Management and employees would be
in a better position in their respective communities to address the impact of GST.
The Group aims to attract the best talents and retain them by providing the appropriate opportunities such as
formal training and on the job training as part of their personal and professional development.

11

CHAIRMANS STATEMENT

Corporate Governance
The Board of Director places strong emphasis in maintaining high standards of corporate governance as it is
our responsibility to protect and maximize shareholders value and to ensure the sustainability of the Groups
business. The Statement of Corporate Governance highlighting the measures taken is in the Annual Report.
Appreciation
On behalf of the Board of Director, I would like to convey my thanks and appreciation to the management and
employees for the hard work, loyalty, dedication and commitment in assisting the Group to weather out the
challenging times. My sincere thanks goes out to all our customers, business associates and shareholders for
your invaluable support.

Datuk Ng Kam Chiu PJN, KMN.


Chairman

12

MANAGEMENT OVERVIEW

Financial Performance
For the FY 2014, the Rexit Group achieved a profit after tax of RM3.405 million on recorded revenue of
RM11.991 million, mainly attributable to reduction in subscription and transaction fees. Profit after tax has
also decreased in line with the reduction in revenue.
Group Prospects
The Rexit Group will continue to strengthen its core competencies in further developments to the e-Cover
products and services, improvement in operational efficiency, and to extend its marketing efforts in the Asia
Pacific region. We have identified the following as the main areas of growth:
(a) e-Cover
Rexit has been increasing its efforts to introduce its e-Cover non-motor products to our existing customers.
The current challenging economic situation has created opportunities for Rexit to engage our customers for
the implementation of additional products, as a result of the insurance companies looking at ways to further
improve their operational efficiency. Nevertheless, the continuing consolidation of the local insurance
industry presents a challenging operating landscape for the Company.
In addition to leveraging on our existing customers, Rexit is actively exploring opportunities in the Asia
Pacific region with potential partners to market our products and services in these markets.
The successful adoption of the e-Cover system in Hong Kong, Singapore and Thailand is very significant
as it provided the Group with the opportunity to localize the e-Cover system to meet the respective
countrys industry requirements.
Rexit will be launching the e-Cover for the Malaysian Motor Insurance Pool (MMIP) this year. This is
a significant achievement for Rexit as MMIP is the high risk insurance pool that is run collectively by the
insurance industry under the orders of the regulators of the industry. MMIP provides an avenue for vehicle
owners that have difficulties in securing covers to purchase their motor insurance policies. This service to
MMIP is provided on a pay-per-use basis and its implementation will generate positive recurring revenue
for the Group.
(b) e-PPA
Rexit has successfully implemented e-PPA for the Federation of Investment Managers Malaysia
(FIMM) in 2010, and its usage has since been expanded to include non-FIMM member companies.
The e-PPA continues to contribute to Rexits revenue in the current financial year and will continue to
contribute positively to Rexits revenue on a sustainable basis in the coming years.
(c) InfoGuardian
One of InfoGuardian customers, an international Islamic bank has further expanded its use of the system to
its Security Documentation Department. Furthermore, additional legal firms and property valuation firms
have joined the program resulting in a wider collaboration network for financial institutions. The bank is
looking to expand the usage of InfoGuardian to other types of external service provider e.g. debt collection
agencies.
Rexit has also successfully implemented InfoGuardian for a local bank and its panel of legal firms. Rexit
is confident that with the recent contract, InfoGuardian will be able to boost its future revenues, as
businesses look to improve their profitability through better efficiency.
Taking into consideration the domestic and regional economic environment which is expected to be more
volatile in 2015, the Group believes that the prospects of Rexit for the next financial year would remain
challenging.

13

MANAGEMENT OVERVIEW

Research & Development


The Rexit Groups research and development efforts are to expand and extend the e-Cover services to the
financial services sector and other segments of e-commerce by leveraging on the large 24 x 7 secured e-Cover
infrastructure. Furthermore, continuous software development work is being undertaken to introduce an
e-Cover mobile version to cater to the growing number of Apple and Android device users, some of which
have already been launched.
Rexit Software (Guangzhou) Co Ltd is currently carrying out the development for our overseas projects. The
additional resources from this base, can be made available for any projects in the region to ensure a more
efficient and timely delivery of projects.
Capability Maturity Model Integration
The Rexit Group has attained its Capability Maturity Model Integration (CMMI) Level 3 rating. CMMI is a
process-improvement approach that provides organizations with the essential elements of effective processes.
It facilitates an enterprise-wide process improvement that provides a set of best practices that addresses
productivity, performance, costs, and stakeholders satisfaction.
The CMMI initiative will ensure better streamlining of our software development processes leading to greater
efficiencies in our deliveries.
Training
The Rexit Group continues to invest in human capital through our in-house and external courses. All these are
targeted at the rapid development of our staff in line with the expansion of the Group.
Our staff are provided training in all the key aspects of our operations like technical knowledge, soft skills
training, project management skills, etc. which are in the form of classroom learning, as well as on-the-job
training.
Corporate Governance
Rexit will continue to strive on improving its financial performance during these challenging and volatile
economic conditions, while conforming to set standards and practices which contribute towards enhancing the
effectiveness of the organization. We will continue to place strong emphasis on business and corporate
governance principles and best practices, including risk management and internal control, communications
and adherence to regulations, strategic management, and financial and operational performance.

14

STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors (the Board) is committed in ensuring good corporate governance is practiced
throughout the Group as a fundamental part of discharging its fiduciary responsibilities to protect and enhance
shareholders value and the financial performance of the Group.
The Board is pleased to disclose below the Company and its subsidiaries (Group)s application of the
Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (Code) throughout
the financial year.
PRINCIPLE 1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD
Clear functions and Roles and Responsibilities of the Board
The Boards main responsibility is to lead and manage the Group in an effective manner including developing
strategic directions and objectives in line with its vision and missions, implement plans and supervise the
conduct of the Groups business as a whole. The Boards role is to provide leadership of the Group within a
framework of prudent and effective controls whilst ensuring risks are consistently assessed and controlled.
The Board conducts ongoing review and evaluation of the Groups strategic plans to ensure the Groups
focus is in line with the constantly evolving market conditions as well as identifying new businesses
and opportunities. The Board also ensures that an adequate system of internal controls is in place and
adopts appropriate measures to mitigate any foreseeable and/or unexpected risks. In addition, the Board also
focuses on succession planning for senior management, investor relations programme and shareholders
communication policy.
Board Charter
The Board Charter sets out the composition and balance, roles and responsibilities and processes of the Board
and is to ensure that all Board members acting on behalf of the Company are aware of their duties and
responsibilities as Board members.
The Board Charter shall be reviewed by the Board as and when required to ensure its relevance in assisting the
Board to discharge its duties with the changes in the corporate laws and regulations that may arise from time
to time and to remain consistent with the Board's objectives and responsibilities.
The Board Charter is published on the Companys website at www.rexit.com
Code of Conduct and Ethics
The Board acknowledges the importance of establishing a healthy corporate culture and has formalised in
writing a Code of Conduct and Ethics for the Board, which sets out the standards of good behaviour by
underscoring the core ethical values that are vital for their business decisions.
Sustainability of Business
The Board recognises the need for the Companys strategy to include sustainability on the operations. A
sustainability process would help the Company to set goals, measure its performance and manage changes in
its business. The effort would continue to be monitored by the Board in helping to shape the Companys
strategy and policy and ultimately to improve the overall performance.

15

STATEMENT ON CORPORATE GOVERNANCE

Supply of Information
The Board recognises that the decision making process is highly dependent on the quality of information
furnished. As such, in discharging their duties, the Directors have full and timely access to all information
concerning the Company and the Group. Prior to each Board meeting, the agenda together with relevant
reports and Board papers would be circulated to all Directors in sufficient time to enable effective discussions
and decision making during Board meetings.
All Board members have access to the advice and services of the Company Secretaries and senior
management. The Board, whether as a full board or in their individual capacity, in the furtherance of their
duties, may seek independent professional advice in discharge of their duties and responsibilities at the
Companys expense.
PRINCIPLE 2 STRENGTHEN COMPOSITION OF THE BOARD
Board Composition
The Board currently has five (5) members comprising two (2) Executive Directors, two (2) Independent
Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The Chairman of the Board
is an Independent Non-Executive Director. The current composition of the Board is in compliance with the
ACE Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa
Securities), which states that at least 2 directors or 1/3 of the board of directors, whichever is higher, must be
independent directors. The Board members, with different background and specialisation, collectively bring
with them a wide range of experience and expertise to lead and control the Company. With their intimate
knowledge of the Groups business, all Board members are committed to take on the primary responsibilities
to direct towards successful growth of the Company and ultimately the enhancement of long-term
shareholders value.
Re-election of Directors
The Companys Articles of Association provides that at each Annual General Meeting, one-third (1/3) of the
Directors for the time being shall retire from office and an election of Directors shall take place provided
always that each Director shall retire at least once in every three (3) years but shall be eligible for re-election.
Any Director appointed during the year shall hold office only until the next Annual General Meeting and then
be eligible for re-election.
The following Directors shall retire at the forthcoming Tenth Annual General Meeting of the Company. Being
eligible, they have offered themselves for re-election:(a) Dato Abdul Murad Bin Khalid
(b) Mr. Kuah Hun Liang
A brief description on the profile of each Director and their respective attendance in Board Meetings are
presented in the Annual Report.

16

STATEMENT ON CORPORATE GOVERNANCE

Board Committees
The Board has established and delegated specific responsibilities to four (4) Committees of the Board, which
operate within clearly defined written Terms of Reference. The various Committees report the outcome of their
meetings to the Board, which are then incorporated in the Boards minutes. Details of the membership,
objectives, duties and responsibilities, authorities and meetings are set out below:
1.

Audit Committee
The Audit Committee reviews issues of accounting policy and presentation for external financial reporting,
monitors the work of the internal audit function and ensures that an objective and professional relationship
is maintained with the external auditors. Its principal function is to assist the Board in maintaining a sound
system of internal control. The Committee has full access to the auditors both internal and external who,
in turn, have access at all times to the Chairman of the Committee. The Committee meets with the external
auditors without any executive present at least twice a year.
The Audit Committee Report is presented on page 27 to page 29 of the Annual Report.

2.

Remuneration Committee
The Remuneration Committee is delegated the responsibility to review and recommend to the Board the
remuneration packages and terms of employment of the Executive Directors. The Board as a whole
determines the remuneration of Non-Executive Directors with individual Director abstaining from
decisions in respect of their individual remuneration.
The policy practiced on Directors remuneration by the Remuneration Committee is to provide the
remuneration packages necessary to attract, retain and motivate Directors of the quality required to
manage the business of the Company and to align the interest of the Directors with those of the
shareholders.
The Remuneration Committee comprises the following members: Members

Designation

Datuk Ng Kam Chiu

Chairman - Independent Non-Executive Director

Dato Abdul Murad Bin Khalid

Member - Non-Independent Non-Executive Director

Datuk Chung Hon Cheong

Member - Executive Director

The Remuneration Committee convened one (1) meeting during the financial year to review and
recommend the Executive Directors remuneration packages.
The aggregate remuneration of the Directors of the Group for the financial year ended 30 June 2014
is as follows:Non-Executive Directors
(RM)

Total
(RM)

96,000

96,000

Salaries and Allowances

834,598

834,598

Total

834,598

96,000

930,598

Remuneration
Fees

Executive Directors
(RM)

17

STATEMENT ON CORPORATE GOVERNANCE

The number of directors whose total remuneration from the Company falls within the following band for
the financial year ended 30 June 2014 is as follows:Range of Remuneration

Executive Directors

Non-Executive Directors

Below RM50,000

RM350,001 - RM400,000

RM400,001 - RM450,000

On the non-disclosure of detailed remuneration of each Director, the Board is of the view that the
transparency of Directors remuneration has been sufficiently dealt with by the band disclosure presented
in this Statement.
3.

Nominating Committee
The Nominating Committee is delegated the responsibility to ensure a formal and transparent procedure
for the appointment of new directors to the Board. The Nominating Committee will review and assess the
proposed appointment of new directors, and thereupon make the appropriate recommendations to the
Board for approval.
In addition, the Nominating Committee is also responsible for reviewing candidates for appointment to
the Board Committees and making appropriate recommendations to the Board for approval. It is also
tasked with assessing the competencies and effectiveness of the Board, the Board Committees and the
performance of individual directors ensuring that the required mix of skills and experience are present on
the Board.
The Nominating Committee comprises the following members: Members

Designation

Datuk Ng Kam Chiu

Chairman - Independent Non-Executive Director

Kuah Hun Liang

Member - Independent Non-Executive Director

The Nominating Committee convened one (1) meeting during the financial year and the following
activities were carried out:(i)

Assessing the effectiveness of the Board, Board Committees and the contribution of each director,
taking into consideration the required mix of skills, knowledge and expertise and experience and
other requisite qualities including core competencies contributed by Non-Executive Directors. All
assessment and evaluation is properly documented.

(ii)

Reviewing and recommended the re-election of Directors who retire by rotation.

Although the Board supports the initiative to include women representation on the Board to achieve
boardroom diversity, it does not intend to formalise any specific target on women Directors as it believes
that the Company should be on-boarding Directors who bring with them the requisite skills and
experience to enable the Company realise its corporate strategies and objectives.

18

STATEMENT ON CORPORATE GOVERNANCE

4.

Options Committee
The Options Committee is entrusted with the responsibility of overseeing the administration of the
Companys Employees Share Option Scheme (ESOS) in accordance with the ESOS By-Laws to
determine participation eligibility, option offers and share allocation and to attend to such other matters as
may be required.
The Options Committee comprises the following members:
Members

Designation

Datuk Chung Hon Cheong

Chairman - Executive Director

Si Tho Yoke Meng

Member - Executive Director

Chan Shih Fei

Member - Chief Financial Officer

The Company has not granted any option to its employees under the ESOS.
PRINCIPLE 3 REINFORCE INDEPENDENCE OF THE BOARD
There is a clear division of responsibilities between the Chairman and the Chief Executive Officer to ensure a
balance of authority and power. The Chairman is responsible for ensuring Board effectiveness and conduct
whilst the Chief Executive Officer is responsible for the Groups operations and implementation of Board
policies and making operational decisions. The presence of independent directors fulfills a pivotal role in
corporate accountability with their unbiased and independent views, advice and judgement to take into account
of the long term interests of the shareholders, employees, customers and the Groups business associates,
which ensure that no one individual dominates the decision of the Board.
Annual Assessment of Independent Director
On an annual basis, the Board carries out an assessment of the independence of its independent directors. When
assessing independence, the Board focuses on the independent directors background, family relationships and
considers whether the independent director can continue to bring independent and objective judgment to board
deliberations.
During the financial year, the Board carried out the assessment and is satisfied with the level of independence
demonstrated by the Independent Directors and their ability to act in the best interest of the Company.
Tenure of Independent Directors
As a matter of policy, the Board has established that the tenure of Independent Directors shall not exceed a
cumulative term of twelve (12) years. The Board believes that this tenure provides a balance of effectiveness
and independence that is appropriate for the Group.
The Independent Non-Executive Director may continue to serve on the Board beyond the twelve (12) years
tenure provided the Independent Non-Executive is re-designated as a Non-Independent Director. Where the
Board is of the view that the Independent Non-Executive Director can continue beyond the twelve (12) years
tenure, it must justify and seek shareholders approval.

19

STATEMENT ON CORPORATE GOVERNANCE

PRINCIPLE 4 FOSTER COMMITMENT OF DIRECTORS


Time Commitment and Directorship in other companies
The Board meets at least four (4) times a year at quarterly intervals with additional meetings to be convened as
and when required. During the financial year ended 30 June 2014, the Board convened four (4) meetings, with
details on the attendance of Directors listed below: Board Members

Attendance

Datuk Ng Kam Chiu

4/4

Datuk Chung Hon Cheong

4/4

Si Tho Yoke Meng

4/4

Dato Abdul Murad Bin Khalid

4/4

Kuah Hun Liang

4/4

Directors of the Company do not hold more than five (5) directorships in public listed companies and there is no
restriction on number of directorships in non-public listed companies, as stipulated in the Listing Requirements.
The Directors observe the recommendation of the Code that they are required to notify the Chairman of the
Board before accepting any new directorships and to indicate the time expected to be spent on the new
appointment. Generally, Directors are at liberty to accept other Board appointments so long as such
appointments are not in conflict with the business of the Company and do not adversely affect the Directors
performance as a member of the Board.
Directors Training
All the Directors of the Company have completed the Mandatory Accreditation Programme prescribed by
Bursa Securities. The Directors will continue to participate in relevant training programmes to keep abreast
with the latest developments in the information technology industry, corporate governance and regulatory
changes so that they would be able to discharge their duties as directors effectively.
For the year ended 30 June 2014 and up to the date of this report, the courses attended by certain of the
Directors include:
Name

20

Programme Attended

Datuk Ng Kam Chiu

GST and its implementation

Datuk Chung Hon Cheong

GST and its implementation

Si Tho Yoke Meng

GST and its implementation

Dato Abdul Murad Bin Khalid

GST and its implementation

Kuah Hun Liang

GST and its implementation

STATEMENT ON CORPORATE GOVERNANCE

The Company Secretary regularly updates the Board on changes to Listing Requirements and other relevant
guidelines/legislation at Board meetings. The External Auditors also briefed the Board members on changes to
the Malaysian Financial Reporting Standards that would affect the Groups financial statements during the
financial year under review. The Directors will continue to undergo relevant training programmes to further
enhance their skills and knowledge in the discharge of their stewardship role.
PRINCIPLE 5 UPHOLD INTEGRITY IN FINANCIAL REPORTING BY THE COMPANY
Financial Reporting Standards
The Board has overall responsibility for the quality and completeness of the financial statements of the
Company and the Group, both on a quarterly and full year basis, and has a duty to ensure that those financial
statements are prepared based on appropriate and consistently applied accounting policies, supported by
reasonably prudent judgment and estimates and in accordance to the applicable financial reporting standards.
The Audit Committee plays a crucial role in assisting the Board to scrutinize the information for disclosure to
shareholders to ensure material accuracy, adequacy and timeliness.
Independence of External Auditors
The Audit Committee undertakes an annual review of the suitability and independence of the external auditors.
The External Auditors have confirmed that they were, and have been, independent throughout the conduct of
the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
The External Auditors can be engaged to perform non-audit services that are not perceived to be in conflict
with their role as External Auditors.
Having assessed their performance, the Audit Committee is satisfied with the competence and independence
of the External Auditors and had recommended to the Board, upon which the shareholders approval will be
sought at the forthcoming Annual General Meeting of the Company.
PRINCIPLE 6 RECOGNISE AND MANAGE RISK OF THE GROUP
Establish a sound framework to manage risks
The Board acknowledges its responsibilities of setting up and maintaining an effective system in ensuring a
proper risk management environment. In achieving this, the Board has ensured that the system of internal
control has taken into account the process of identifying key risks, the likelihood of occurrence and materiality.
The Board believes that the internal control systems and procedures provide reasonable but not absolute
assurance that assets are safeguarded, transactions are authorised and recorded properly and that material
errors and irregularities are either detected or minimised to prevent recurrence.

21

STATEMENT ON CORPORATE GOVERNANCE

Internal Audit function to report directly to the Audit Committee


The internal auditors perform its functions with impartiality, proficiency and due professional care. It
undertakes regular monitoring of the Groups key controls and procedures, which is an integral part of the
Groups system of internal control.
The internal audit reports are presented to the Audit Committee for its review and deliberation. The Audit
Committee will be briefed on the progress made in respect of each recommendation, and of each corrective
measure taken as recommended by the audit findings. The internal auditors report directly to the Audit
Committee to ensure independency.
Details of the Groups internal control systems and the state of internal controls are further elaborated under
the Statement on Risk Management and Internal Control, which has been reviewed by the Companys external
auditors, provided separately on pages 25 to 26 of this Annual Report.
PRINCIPLE 7 ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
Corporate Disclosure Policy
The Board practices timely disclosure of material information to shareholders of the Company. The Board is
supported by qualified and competent company secretaries in ensuring such disclosures are done timely and
accurately in accordance with the Listing Requirements of Bursa Securities. The Executive Directors have
been delegated with the authority to approve all announcements for release to Bursa Securities.
Usage of information technology for effective dissemination of information.
The annual reports, press releases, quarterly results and any announcements on material corporate exercises are
the primary modes of disseminating information on the Groups business activities and financial performance.
The Board ensures that shareholders are kept fully informed through information provided on the Companys
website at www.rexit.com.
PRINCIPLE 8 STRENGTHEN RELATIONSHIP BETWEEN THE COMPANY AND ITS
SHAREHOLDERS
Shareholders participation at general meetings
The Company encourages its shareholders to attend the Annual General Meeting (AGM). The Annual
Report and Notice of the AGM are sent to all shareholders in accordance with the provisions of the Listing
Requirements. The Notice of AGM is also published in a national newspaper. The Notice would include
explanatory statements for proposed resolutions to facilitate understanding and evaluation of issues involving
the shareholders.
The AGM is the primary forum for the Directors to communicate with shareholders. The Board provides
opportunities for shareholders to raise questions pertaining to issues in the Annual Report, corporate
developments in the Group, the resolutions being proposed and the business of the Group.

22

STATEMENT ON CORPORATE GOVERNANCE

Poll voting
The Chairman of the Meeting would inform the shareholders, proxies and corporate representatives on their
rights to demand for a poll vote at the commencement of the general meeting for any resolution in accordance
with the Articles of Association of the Company.
Effective communication and engagements with shareholders
The Board recognises the importance of an effective communication channel between the Board and
shareholders. The Companys website is updated regularly with the latest corporate developments of the
Group and is accessible to shareholders, investors and the public. Shareholders may also send their queries to
the Companys Executive Director, Mr. Si Tho Yoke Meng at ymsitho@rexit.com or the Chief Financial
Officer, Ms. Chan Shih Fei, at sfchan@rexit.com.
STATEMENT ON DIRECTORS RESPONSIBILITY
The Directors are required under the Companies Act, 1965 (the Act) to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the Company and of the Group and the
results and cash flows of the Company and of the Group for that period.
Hence, the Directors have ensured that the financial statements have been prepared in accordance with
applicable accounting standards in Malaysia, the requirements of the Act and other statutory requirements. In
preparing the financial statements, the Directors have applied appropriate accounting policies on a consistent
basis and made judgments and estimates that are reasonable and prudent.
The Directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy the financial position of the Group and the Company to enable them to ensure that the
financial statements comply with the Act. The Directors have overall responsibility for taking such steps
towards safeguarding the assets of the Group and to prevent and detect fraud and other irregularities.
This statement is made in accordance with a resolution of the Board dated 10 October 2014.

23

ADDITIONAL COMPLIANCE INFORMATION

1.

Share Buy-back
The following are the Share Buy-back transactions during the year ended 30 June 2014. All shares
have been maintained as treasury shares and there has been no resale of the Companys treasury
share nor have there been any shares cancelled during the year under review.
Monthly
breakdown
2013/2014
August
September
February
May
Total

24

No. of Shares
bought back
834,000
201,500
100,000
191,900
1,327,400

Lowest
Price
(RM)

Highest
Price
(RM)

0.240
0.265
0.410
0.390

0.265
0.270
0.420
0.400

Average
Purchase
Price
(RM)
0.253
0.268
0.415
0.395

Total
Purchase Price
(RM)
213,275
54,242
41,496
76,144
385,157

2.

Options, Warrants or Convertible Securities


The Company did not issue any options, warrants or convertible securities for the financial year ended
30 June 2014.

3.

Depository Receipt Programme


The Company did not sponsor any depository receipt programme during the financial year ended 30
June 2014.

4.

Imposition of Sanctions and / or Penalties


There were no sanctions and/or penalties imposed on the Company and/or its subsidiaries, Directors or
Management by relevant regulatory bodies during the financial year ended 30 June 2014.

5.

Non-Audit Fees
There were no non-audit fees paid to the external auditors, Messrs. Sekhar & Tan or corporation
affiliated to the auditors firm by the Company during the financial year ended 30 June 2014.

6.

Profit Guarantee
There was no profit guarantee given by the Company during the financial year ended 30 June 2014.

7.

Material Contracts
There were no material contracts entered into by the Company and/or its subsidiaries during the
financial year ended 30 June 2014 that involves the interest of Directors and/or major shareholders.

8.

Recurrent Related Party Transactions (RRPT)


There were no recurrent related party transactions entered into by the Company and/or its subsidiaries
during the financial year ended 30 June 2014.

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
INTRODUCTION
In accordance with The Malaysian Code on Corporate Governance 2012, listed companies are required to
maintain a sound system of risk management and internal control to safeguard shareholders investments
and Groups assets.
Paragraph 15.26(b) of the Listing Requirements of the Bursa Securities for the ACE Market requires
the Board of Directors of listed companies to include in their annual report a statement about the state of
internal control of the listed entity as a group.
In recognizing the importance of good corporate governance practices, the Board of Directors of Rexit is
committed to maintaining a sound system of risk management and internal control to safeguard
shareholders investments and the Groups assets and is pleased to provide the following statement.
RESPONSIBILITIES
The Board asserts the importance of a sound risk management and internal control system which covers
financial, organizational, operational and compliance control. The Board also affirms its overall responsibility
for the Groups systems of internal control and systems of compliance with applicable law, regulations, rules,
directives and guidelines and reviews the adequacy and effectiveness of the risk management and internal
control system from time to time.
A review on the adequacy and effectiveness of the risk management and internal control system has been
undertaken and the Board is satisfied that the risk management and internal control system in place is adequate
and effective. However, because of the limitations that are inherent in any systems of internal control, those
systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can
only provide reasonable and not absolute assurance against material misstatement or loss.
RISK MANAGEMENT FRAMEWORK
The Board resolves that the management of core risks is an integral and critical part of the day-to-day
operations of the Group. The experience, knowledge and expertise to identify and manage such risks
throughout the financial year under review enables the Group to make cautious, mindful and well-informed
decisions through formulation and implementation of requisite action plans and monitoring regime which are
imperative in ensuring the accomplishment of the Groups objectives.
SYSTEMS OF INTERNAL CONTROL
The following key processes have been established in reviewing the adequacy and integrity of the Groups
system of internal control:
Clear Lines of Accountability & Reporting Within the Organisation
Key responsibilities and accountability in the organizational structure is clearly defined, with clear reporting
lines up to the Board and to Management. Established delegation of authority sets out the appropriate authority
levels for decision-making, including matters requiring Board approval.
Formalised & Documented Policies and Procedures
Internal policies and procedures which are set out in a series of clearly documented standard operating manuals
covering a majority of areas within the Group are maintained and subject to review as and when necessary.
Financial Performance
The preparation of periodic and annual results and the state of affairs, as published to shareholders, are
reviewed and approved by the Board. The full year financial statements are also audited by the external
auditors.

25

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
The Audit Committee
The Audit Committee comprises non-executive directors all of whom bring with them a wide variety of
experience. The Audit Committee has full and unimpeded access to both the internal as well as external
auditors.
The Audit Committee operating within its Terms of Reference and ensuring that there are effective risk
monitoring and compliance procedures to provide the level of assurance required by the Board.
The Audit Committee, on behalf on the Board, regularly reviews and holds discussions with Management on
the actions taken on internal risk management and control issues identified in reports prepared by the internal
auditors, the external auditors and the Management.
INTERNAL AUDIT
The Internal Audit function of the Group is undertaken by the Internal Audit Department (IAD) established to
assist the Audit Committee and the Board in reviewing the system of risk management and internal control of
the Company in line with the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market
and Malaysian Code on Corporate Governance.
In supporting the Rexit Group to accomplish its objectives, the roles of the IAD are:
To provide an effective and value added internal process compliance audit function focusing on operational
processes and practices;
To provide an independent, objective appraisal and consulting mechanism designed to add value to improve
the Companys operations;
To provide management the required information to enhance the effectiveness of project management,
improve software processes and documentation currently in place and to instill good governance practices by
all staff;
To maintain records in Central Repository where process documents are stored for reference;
To facilitate, monitor and verify that the processes, procedures and guidelines are clearly documented and
defined to meet the requirements of the Capability Maturity Model Integration (CMMI);
To independently ascertain and implement the findings and proposals raised by Bank Negara Malaysia
(BNM) during BNMs audit.
ADEQUACY AND EFFECTIVENESS OF THE GROUPS RISK MANAGEMENT FRAMEWORK
AND INTERNAL CONTROL SYSTEM
The Board has received assurance from the Chief Executive Officer and Chief Financial Officer that the
Groups risk management and internal control is operating adequately and effectively, in all material aspects,
based on the risk management and internal control system of the Group and its subsidiaries for the financial
period ended 30 June 2014.
Pursuant to the above, the Board is of the view that the risk management framework and internal control
system are satisfactory and no material weakness and/or reported shortfall in the risk management framework
and internal control system has resulted and/or give rise to any material loss, contingency and/or uncertainty
during the financial year under review.
The Group continues to take necessary measures to ensure that the system of risk management and internal
control is in place and functions effectively.

26

REPORT ON AUDIT COMMITTEE

MEMBERSHIP
The Audit Committee (the Committee) comprises the following members:
Members

Designation

Datuk Ng Kam Chiu

Chairman - Independent Non-Executive Director

Dato Abdul Murad Bin Khalid

Member - Non-Independent Non-Executive Director

Kuah Hun Liang

Member - Independent Non-Executive Director

TERMS OF REFERENCE
1.

Composition
The Committee shall be appointed from amongst the Board and shall comprise of at least three (3)
members. All Committee Members must be non-executive directors with a majority of independent
directors. All Committee Members should be financially literate and at least one (1) member must be a
member of the Malaysian Institute of Accountants (MIA); or possess such other qualifications and/or
experience as approved by Bursa Malaysia Securities Berhad. The Chairman shall be an independent
director. If a Committee Member for any reason ceases to be a member with the result that the number of
members is reduced to below three (3), the Board shall within three (3) months of the event, appoint such
number of new members as may be required to make up the minimum number of three (3) members.

2.

Meetings
The Committee shall meet at least four (4) times a year, with due notice of issues to be discussed, and
should record its conclusion in discharging its duties and responsibilities. The head of finance, the head
of internal audit and a representative of the external auditors should normally attend meetings. Other
board members may attend meetings upon invitation of the Committee. The Committee shall have the
authority to convene meetings with the external auditors, the internal auditors or both, excluding the
attendance of other directors and employees of the Company, at least twice a year. The quorum for a
meeting shall be two (2) members, provided that the majority of members present at the meeting shall be
independent.

3.

Authority
The Committee shall have explicit authority to investigate any matter within its terms of reference, the
resources to do so, and full and unrestricted access to information. The Committee should be able to
obtain independent professional or other advice and to invite outsiders with relevant experience to attend,
if necessary.

4.

Duties and Responsibilities


(a)

To consider the appointment of the external auditors and any question of resignation or dismissal;

(b)

To discuss with the external auditors before the audit commences, the nature and scope of the audit,
and ensure co-ordination where more than one audit firm is involved;

(c)

To review the quarterly and year-end financial statements of the board, focusing particularly on:
any change in accounting policies and practices;
significant adjustments arising from the audit;
the going concern assumption; and
compliance with accounting standards and other legal requirements.

27

REPORT ON AUDIT COMMITTEE

(d)

To discuss problems and reservations arising from the interim and final audits, and any matter the
auditors may wish to discuss (in the absence of management where necessary);

(e)

To review the external auditors management letter and managements response;

(f)

To review with the external auditors:


their audit plan;
evaluation of the system of internal controls and management information systems; and
audit report;

(g)

To do the following, in relation to the internal audit function:


review the adequacy of the scope, function, competency and resources of the internal audit function,
and that it has the necessary authority to carry out its work;
review the internal audit programme and results of the internal audit process and, where necessary,
ensure that appropriate actions are taken on the recommendations of the internal audit function;
review any appraisal or assessment of the performance of members of the internal audit function;
approve any appointment or termination of senior staff members of the internal audit function; and
take cognisance of resignations of internal audit staff members and provide the resigning staff
member an opportunity to submit his reasons for resigning.

(h)

To review any related party transactions and conflict of interest situation that may arise within the
Company or Group; and

(i)

To consider and review the major findings of internal investigations and managements response.

MEETINGS AND SUMMARY OF ACTIVITIES


During the financial year ended 30 June 2014, a total of four (4) meetings were held and the details of
attendance are set out below:Members

Attendance

Datuk Ng Kam Chiu

4/4

Dato Abdul Murad Bin Khalid

4/4

Kuah Hun Liang

4/4

The activities undertaken by the Committee during the financial year were as follows: -

28

a)

Reviewed the external auditors audit planning memorandum;

b)

Reviewed the unaudited quarterly financial results, audited financial statements and annual report
which are recommended for the Boards approval;

c)

Reviewed the issues and results arising from external audit and the resolutions of such issues
highlighted;

d)

Reviewed the internal audit plan and reports and assessed the internal auditors findings and the
managements response;

e)

Reviewed related party transactions entered into by the Group; and

f)

Considered the re-appointment of the external auditors and make recommendation to the Board for
approval.

REPORT ON AUDIT COMMITTEE

INTERNAL AUDIT FUNCTION


The Company recognises that an internal audit function is essential to ensure the effectiveness of the Groups
system of internal control and is an integral part of the risk management process. The Head of Internal Auditor
Department reports directly to the Committee on a quarterly basis by presenting the internal audit plans and
reports.
The following activities were carried out during the financial year:(i)

Conducted internal audit reviews in accordance with the internal audit plan;

(ii)

Reviewed compliance with internal policies, procedures and standards and assessing the adequacy
and effectiveness of the Groups internal controls; and

(iii)

Reported the results of internal audits and made recommendations for improvements.

The cost incurred for the Internal Audit Department for the financial year 2014 amounted to RM86,630.

29

FINANCIAL STATEMENTS
Year Ended 30 June 2014

Page 31

DIRECTORS REPORT

Page 35

STATEMENT BY DIRECTORS

Page 35

STATUTORY DECLARATION

Page 36

INDEPENDENT AUDITORS REPORT

Page 38

STATEMENTS OF FINANCIAL POSITION

Page 39

STATEMENTS OF PROFIT OR LOSS AND OTHER


COMPREHENSIVE INCOME

Page 40

STATEMENTS OF CHANGES IN EQUITY

Page 42

STATEMENTS OF CASH FLOWS

Page 44

NOTES TO THE FINANCIAL STATEMENTS

DIRECTORS REPORT

The directors hereby submit their report and the audited financial statements of the Group and of the
Company for the financial year ended 30 June 2014.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding whilst those of its subsidiary companies are
disclosed in note 6 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS

Profit after taxation

Group
RM

Company
RM

3,404,978

5,552,167

DIVIDENDS
Dividends paid, declared or proposed by the Company since the end of the previous financial year were:
in respect of the year ended 30 June 2014:
First interim tax exempt dividend of 20% per ordinary share,
paid on 8 January 2014
Second interim tax exempt dividend of 20% per ordinary share,
paid on 18 March 2014.

RM
3,641,401
3,639,400
7,280,801

The directors do not recommend the payment of any final dividend in respect of the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those
disclosed in the financial statements.
BAD AND DOUBTFUL DEBTS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable
steps to ascertain that proper action had been taken in relation to the writing off of bad debts and the making
of allowance for doubtful debts, and are satisfied that were no bad and doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render it necessary to
write off bad debts or to make an allowance for doubtful debts.
CURRENT ASSETS
Before the financial statements 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 realise in the ordinary course
of business their values as shown in the accounting records of the Company were written down to an amount
that they might be expected to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values
attributed to the current assets in the financial statements of the Group and of the Company misleading.

31

DIRECTORS REPORT

VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render
adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
At the date of this report, there does not exist:
(i)

any charge on the assets of the Group and of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or

(ii)

any contingent liability of the Group and of the Company which has arisen since the end of the
financial year.

No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely
to become enforceable within the period of twelve months after the end of the financial year which, in the
opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet
their obligations as and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this
report or the financial statements of the Group and of the Company which would render any amount stated in
the financial statements of the Group and of the Company misleading.
ITEMS OF AN UNUSUAL NATURE
In the opinion of the directors:
(i)

the results of the operations of the Group and of the Company for the financial year have not been
substantially affected by any item, transaction or event of a material and unusual nature other than the
impairment loss of RM2,472,783 recognised at the Company level in respect of the investment in a
subsidiary company disclosed in note 6 to the financial statements.

(ii)

there has not arisen in the interval between the end of the financial year and the date of this report any
item, transaction or event of a material and unusual nature which is likely to affect substantially the
results of the operations of the Group and of the Company for the financial year in which this report is
made.

TREASURY SHARES
The shareholders of the Company granted a mandate to the Company to repurchase its own shares at the
Annual General Meeting held on 30 October 2008. The shareholders mandate was subsequently renewed at
the 9th Annual General Meeting held on 22 November 2013. The directors of the Company are committed to
enhance the value of the Company to its shareholders and believe that the repurchase plan can be applied in the
best interest of the Company and its shareholders.
During the financial year, the Company repurchased 1,327,400 of its issued share capital from the open
market. The average price paid for the shares repurchased was RM0.29 per share. The repurchase transactions
were financed by internally generated funds. The shares repurchased are being held as treasury shares in
accordance with Section 67A of the Companies Act, 1965.
As at 30 June 2014, the Company held as treasury shares a total of 7,555,200 of its 181,778,133 issued
ordinary shares. Such treasury shares are held at a carrying amount of RM3,264,176.

32

DIRECTORS REPORT

DIRECTORS
The directors who served since the date of the last report are:
Datuk Ng Kam Chiu
Datuk Chung Hon Cheong
Si Tho Yoke Meng
DatoAbdul Murad Bin Khalid
Kuah Hun Liang
The directors holding office at the end of the financial year and their interests in shares in the Company and its
related companies, as recorded in the register of directors shareholdings were as follows:
No. of ordinary shares of RM0.10 each
Shareholdings registered
in the name of the directors
The Company
Datuk Ng
Kam Chiu
Datuk Chung
Hon Cheong
Kuah Hun
Liang
Si Tho Yoke
Meng
DatoAbdul
Murad Bin
Khalid

Other shareholdings in which directors


are deemed to have an interest

At
1.7.2013

Bought

Sold

At
30.6.2014

At
1.7.2013

Bought

Sold

At
30.6.2014

268,000

268,000

6,100

6,100

223,334

223,334 71,361,227

- 71,361,227

18,057,300

- 71,361,227

- 71,361,227

6,900,000 20,690,000

- 20,690,000

5,900,000 1,000,000

18,057,300

By virtue of their substantial interests in the shares of the Company, Datuk Chung Hon Cheong and Mr. Si Tho
Yoke Meng are also deemed to have interests in the shares of its subsidiary companies to the extent the
Company has an interest during the financial year.
Other than the above, none of the other directors holding office at the end of the financial year had any interest
in shares in the Company and its related companies during the financial year.
DIRECTORS' BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive any benefit
(other than as disclosed 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 arrangements whose object
is 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.

33

DIRECTORS REPORT

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS


The registered office of the Company is located at Lot 6.08, 6th Floor, Plaza First Nationwide, No. 161, Jalan
Tun H.S. Lee, 50000 Kuala Lumpur.
The principal place of business of the Company is located at No. 42, Jalan BM 1/2, Taman Bukit Mayang
Emas, 47301 Petaling Jaya, Selangor Darul Ehsan.
AUDITORS
The auditors, Sekhar & Tan, have indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the directors,

..........................................................................
Datuk Chung Hon Cheong

Kuala Lumpur
Date: 10 October 2014

34

..........................................................................
Si Tho Yoke Meng

STATEMENT BY DIRECTORS

We, Datuk Chung Hon Cheong and Si Tho Yoke Meng, being directors of REXIT BERHAD do hereby
state that in the opinion of the directors, the accompanying financial statements give a true and fair view of
the financial position of the Group and of the Company as at 30 June 2014 and of their financial performance
and cash flows for the financial year ended on that date and are properly drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act, 1965 in Malaysia.
The information set out in note 32 to the financial statements have been prepared in accordance with the
Guidance on 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, as issued by the
Malaysian Institute of Accountants.
Signed in accordance with a resolution of the directors,

..........................................................................
Datuk Chung Hon Cheong

..........................................................................
Si Tho Yoke Meng

Kuala Lumpur
Date: 10 October 2014

STATUTORY DECLARATION
I, Chan Shih Fei, the officer primarily responsible for the financial management of REXIT BERHAD do
solemnly and sincerely declare that the accompanying financial statements are in my opinion 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, 1960.
Subscribed and solemnly declared by the abovenamed )
Chan Shih Fei at Kuala Lumpur in Wilayah )
Persekutuan on 10 October 2014
)

..........................................................................
Chan Shih Fei

Before me,
Commissioner for Oaths

35

INDEPENDENT AUDITORS REPORT


[Company No. 668114 K] [Incorporated in Malaysia]

TO THE MEMBERS OF REXIT BERHAD


Report on the Financial Statements
We have audited the financial statements of Rexit Berhad, which comprise the statements of financial position
as at 30 June 2014 of the Group and the Company, and the statements of profit or loss and other comprehensive
income, statements of changes in equity and statements of cash flows of the Group and the Company for the
year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on
pages 38 to 85.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements that give a true and
fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 1965 in Malaysia, and for such internal control as the
directors determine are necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider internal control relevant to the Companys preparation of financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Companys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with 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 of 30 June 2014 and of their financial performance and cash flows for the year then ended.

36

INDEPENDENT AUDITORS REPORT


[Company No. 668114 K] [Incorporated in Malaysia]

TO THE MEMBERS OF REXIT BERHAD


Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and the subsidiary companies of which we have acted as auditors have been properly kept in
accordance with the provisions of the Act;
(b) We have considered the financial statements and the auditors report of the subsidiary company of which
we have not acted as auditors, and which is indicated in note 6 to the financial statements;
(c) We are satisfied that the financial statements of all the subsidiary companies that have been consolidated
with the Companys financial statements are in form and content appropriate and proper for the purposes
of the preparation of the consolidated financial statements of the Group and we have received satisfactory
information and explanations required by us for those purposes; and
(d) The auditors reports on the financial statements of the subsidiary companies did not contain any
qualification or any adverse comment made under Section 174(3) of the Act.
Other Reporting Responsibilities
The supplementary information set out in note 32 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation
of the supplementary information in accordance with Guidance on 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, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the
directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in
all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities
Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965, in Malaysia and for no other purpose. We do not assume responsibility to any other
person for the content of this report.

Sekhar & Tan


No. AF 0926
Chartered Accountants

Siew Kah Toong


No. 1045/03/16 (J)
Chartered Accountant

Kuala Lumpur
Date: 10 October 2014

37

STATEMENTS OF FINANCIAL POSITION


AT 30 JUNE 2014

Note
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Investment in subsidiary companies
Investment in an associated
company
Investment in quoted funds
Other investment

Current assets
Investment in quoted funds
Trade and other receivables
Prepayments
Tax recoverable
Cash and cash equivalents

Non-current liability
Deferred taxation
Current liabilities
Trade and other payables
Deferred income
Tax payable

Total liabilities
TOTAL EQUITY AND LIABILITIES

2013
RM

Company
2014
RM

5,205,098
76,729
-

4,548,278
245,438
-

5,155,405

7,628,188

7
8
9

4,286,388
2,132,746
45,000
11,745,961

3,619,045
2,088,825
45,000
10,546,586

3,087,000
8,242,405

3,087,000
10,715,188

8
10
11

2,003,000
1,840,380
462,764
55,077
14,453,297
18,814,518

2,614,764
436,655
75,838
21,631,575
24,758,832

7,851,198
7,851,198

5,061
7,483,549
7,488,610

30,560,479

35,305,418

16,093,603

18,203,798

13
13
14

18,933,333
(3,264,176)
11,715,123
27,384,280

18,933,333
(2,879,019)
15,544,080
31,598,394

18,933,333
(3,264,176)
405,850
16,075,007

18,933,333
(2,879,019)
2,134,484
18,188,798

15

62,000

16
17

454,864
2,658,739
596
3,114,199

916,487
2,790,264
273
3,707,024

18,000
596
18,596

15,000
15,000

3,176,199

3,707,024

18,596

15,000

30,560,479

35,305,418

16,093,603

18,203,798

12

The notes on pages 44 to 85 form an integral part of these financial statements


Auditors' report on pages 36 to 37

38

2013
RM

4
5
6

TOTAL ASSETS
EQUITY AND LIABILITIES
Equity attributable to equity
holders of the Company
Share capital
Treasury shares
Reserves
Total equity

Group
2014
RM

STATEMENTS OF PROFIT OR LOSS AND OTHER


COMPREHENSIVE INCOME
YEAR ENDED 30 JUNE 2014
Group
Note

Revenue
Direct costs
Gross profit
Other operating income
Administrative expenses
Other operating expense
Share of profit of an associated
company, net of tax
Profit before taxation
Taxation
Profit after taxation
Other comprehensive income for
the year, net of tax:
Items that may be reclassified
subsequently to profit or loss
Net gain on available-for-sale
financial assets:
Gain on fair value changes
Foreign currency translation (loss)/gain

18
19

20
21

2013
RM

11,991,033
(4,236,731)
7,754,302
535,469
(5,477,556)
-

13,775,540
(4,894,782)
8,880,758
630,668
(5,053,878)
-

8,234,336
8,234,336
(205,843)
(2,472,783)

5,181,344
5,181,344
(208,220)
(2,375,696)

667,345
3,479,560
(74,582)
3,404,978

321,937
4,779,485
(25,339)
4,754,146

5,555,710
(3,543)
5,552,167

2,597,428
(1,489)
2,595,939

46,921
(55)
46,866

52,115
682
52,797

5,552,167

Total comprehensive income for


the year

3,451,844

4,806,943

Profit attributable to
Owners of the Company

3,404,978

4,754,146

Total comprehensive income


attributable to Owners of the
Company

3,451,844

4,806,943

1.87

2.58

Earnings per share attributable


to Owners of the Company (sen):
Basic

22

Company
2014
2013
RM
RM

2014
RM

2,595,939

The notes on pages 44 to 85 form an integral part of these financial statements


Auditors' report on pages 36 to 37

39

40

At 1 July 2012
Total comprehensive income for the year
Transactions with owners:
Shares repurchased
Dividends
At 30 June 2013/1 July 2013
Total comprehensive income for the year
Transactions with owners:
Shares repurchased
Dividends
At 30 June 2014

Group

18,933,333
18,933,333

13
23

18,933,333
13
23

Note

Share
capital
RM

(52,943)

(52,888)
(55)

(53,570)
682

Exchange
translation
reserve
RM

(28,731)

(75,652)
46,921

(127,767)
52,115

Fair value
adjustment
reserve
RM

(385,157)
(3,264,176)

(508,274)
(2,879,019)
-

(2,370,745)
-

Treasury
shares
RM

(7,280,801)
11,796,797

(3,689,647)
15,672,620
3,404,978

14,608,121
4,754,146

Retained
profits
RM

Atttributable to equity holders of the Company


Non-distributable
Distributable

(385,157)
(7,280,801)
27,384,280

30,989,372
4,806,943
(508,274)
(3,689,647)
31,598,394
3,451,844

Total
RM

STATEMENTS OF CHANGES IN EQUITY

YEAR ENDED 30 JUNE 2014

STATEMENTS OF CHANGES IN EQUITY (Contd)


YEAR ENDED 30 JUNE 2014

Note
Company
At 1 July 2012
Total comprehensive income
for the year
Transactions with owners:
Shares repurchased
Dividends
At 30 June 2013/1 July 2013
Total comprehensive income
for the year
Transactions with owners:
Shares repurchased
Dividends
At 30 June 2014

Atttributable to equity holders of the Company


Distributable
Share
Treasury
Retained
capital
shares
profits
Total
RM
RM
RM
RM
18,933,333
-

13
23

18,933,333
-

13
23

18,933,333

(2,370,745)
(508,274)
(2,879,019)
(385,157)
(3,264,176)

3,228,192

19,790,780

2,595,939

2,595,939

(3,689,647)
2,134,484

(508,274)
(3,689,647)
18,188,798

5,552,167

5,552,167

(7,280,801)
405,850

(385,157)
(7,280,801)
16,075,007

The notes on pages 44 to 85 form an integral part of these financial statements


Auditors' report on pages 36 to 37

41

STATEMENTS OF CASH FLOWS


YEAR ENDED 30 JUNE 2014
Group
2014
RM
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before taxation
Adjustments for:
Amortisation of development expenditure
Depreciation
Impairment loss on investment in
subsidiary companies
Dividend income
Interest income
Unrealised loss/(gain) on foreign exchange
Share of profit of an associated company
Operating profit/(loss) before working
capital changes
Decrease/(increase) in receivables
(Decrease)/increase in payables
Cash generated from operations
Tax paid
Tax refunded
Net cash from/(used in) operating activities

42

2013
RM

Company
2014
2013
RM
RM

3,479,560

4,779,485

5,555,710

2,597,428

168,709
748,008

249,014
712,886

(535,470)
32,644
(667,345)

(605,160)
(25,507)
(321,937)

2,472,783
(8,000,000)
(234,336)
-

2,375,696
(5,000,000)
(181,344)
-

3,226,106
715,703
(593,899)
3,347,910
(66,516)
75,018
3,356,412

4,788,781
(951,467)
345,457
4,182,771
(26,526)
188,762
4,345,007

(205,843)
3,000
(202,843)
(1,125)
3,239
(200,729)

(208,220)
6,005,000
3,000
5,799,780
(3,174)
5,796,606

STATEMENTS OF CASH FLOWS (Contd)


YEAR ENDED 30 JUNE 2014
Group
2014
RM
CASH FLOWS FROM INVESTING
ACTIVITIES
Interest received
Dividend received
Acquisition of additional shares in an
associated company (Note 7)
Purchase of property, plant and equipment
Purchase of short term investment
Net cash (used in)/from investing activities

(1,404,766)
(2,000,000)
(2,869,296)

CASH FLOWS FROM FINANCING


ACTIVITIES
Dividends paid
Shares repurchased
Net cash used in financing activities
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS
CURRENCY TRANSLATION
DIFFERENCE
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS
AT END OF YEAR (NOTE 12)

535,470
-

2013
RM

605,160
-

Company
2014
2013
RM
RM

234,336
8,000,000

181,344
5,000,000

(1,587,000)
(324,124)
(1,305,964)

8,234,336

(1,587,000)
3,594,344

(7,280,801)
(385,157)
(7,665,958)

(3,689,647)
(508,274)
(4,197,921)

(7,280,801)
(385,157)
(7,665,958)

(3,689,647)
(508,274)
(4,197,921)

(7,178,842)

(1,158,878)

367,649

5,193,029

564

911

21,631,575

22,789,542

7,483,549

2,290,520

14,453,297

21,631,575

7,851,198

7,483,549

The notes on pages 44 to 85 form an integral part of these financial statements


Auditors' report on pages 36 to 37

43

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
1.

CORPORATE INFORMATION
The Company is principally engaged in investment holding whilst those of its subsidiary companies
are disclosed in note 6 to the financial statements. There have been no significant changes in the nature
of these activities during the year.
The Company is a public company limited by shares, incorporated and domiciled in Malaysia and
listed on the ACE Market of Bursa Malaysia Securities Berhad.
The financial statements of the Group and of the Company were authorised for issue in accordance
with a resolution of the directors on 10 October 2014.

2.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Accounting
The financial statements of the Group and of the Company have been prepared under the historical cost
convention unless otherwise disclosed in the accounting policies below, and comply with Malaysian
Financial Reporting Standards [MFRSs], International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia.
The preparation of financial statements in conformity with MFRSs require management to exercise its
judgement in the process of applying the Groups and the Companys accounting policies. It also
requires the use of accounting estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the year. Although these estimates are based on
managements best knowledge of current events and actions, actual results may ultimately differ from
those estimates. Critical accounting estimates and assumptions used that are significant to the financial
statements, and areas involving a higher degree of judgement or complexity, are disclosed in note 3 to
the financial statements.
During the year, the Group and the Company adopted all of the new or revised MFRSs and Issues
Committee [IC] Interpretations that are effective for the Groups and the Companys financial period
beginning 1 July 2013. The adoption of these new and revised MFRSs and IC Interpretations has no
material effect on the financial statements.

44

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(a)

Basis of Accounting (Contd)


As at the date of authorisation of these financial statements, the following Standards, Amendments and
IC Interpretations have been issued by the Malaysian Accounting Standards Board [MASB] but are
not yet effective and have not been early adopted by the Group and the Company:
Effective for annual financial periods beginning on or after 1 January 2014:
Amendments to MFRS 10
Amendments to MFRS 12
Amendments to MFRS 127
Amendments to MFRS 132
Amendments to MFRS 136
Amendments to MFRS 139
IC Interpretation 21

Consolidated Financial Statements: Investment Entities


Disclosure of Interests in Other Entities: Investment Entities
Separate Financial Statements: Investment Entities
Financial Instruments: Presentation - Offsetting Financial Assets
and Financial Liabilities
Recoverable Amount Disclosures for Non-Financial Assets
Novation of Derivatives and Continuation of Hedge Accounting
Levies

Effective for annual financial periods beginning on or after 1 July 2014:


Amendments to MFRS 2
Amendments to MFRS 3
Amendments to MFRS 3
Amendments to MFRS 8
Amendments to MFRS 13
Amendments to MFRS 116
Amendments to MFRS 119
Amendments to MFRS 124
Amendments to MFRS 138
Amendments to MFRS 140
*
**

Share-based Payment*
Business Combination*
Business Combination**
Operating Segments*
Fair Value Measurement**
Property, Plant and Equipment*
Defined Benefit Plans: Employee Contributions
Related Party Disclosures*
Intangible Assets*
Investment Property**

Annual improvements to MFRSs 2010-2012 Cycle


Annual improvements to MFRSs 2011-2013 Cycle

Effective for annual financial periods beginning on or after 1 January 2016:


MFRS 14
Amendments to MFRS 11
Amendments to MFRS 116
and MFRS 138
Amendments to MFRS 116
and MFRS 141

Regulatory Deferral Accounts


Accounting for Acquisitions of Interests in Joint Operations
Clarification of Acceptable Methods of Depreciation and
Amortisation
Agriculture: Bearer Plants

Effective for annual financial periods beginning on or after 1 January 2017:


MFRS 15

Revenue from Contracts with Customers

Effective for a date yet to be confirmed:


MFRS 9
MFRS 9
Amendments to MFRS 7
Amendments to MFRS 9
Amendments to MFRS 9

Financial Instruments (2009)


Financial Instruments (2010)
Mandatory Effective Date of MFRS 9 and Transition Disclosures
Mandatory Effective Date of MFRS 9 and Transition Disclosures
Financial Instruments Hedge Accounting and Amendments to
MFRS9, MFRS 7 and MFRS 139

45

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(a)

Basis of Accounting (Contd)


MFRS 14, Amendments to MFRS 2, 11, 140, 141 and IC Interpretation 21 will not have any financial
impact to the Group and the Company as they are not relevant to the Groups and the Companys
operations.
The Group and the Company will adopt the above pronouncements when they become effective in the
respective financial periods. These pronouncements are not expected to have any material financial
effect to the financial statements of the Group and of the Company upon their initial application.

(b)

Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its
subsidiary companies, made up to the end of the year.
Subsidiary companies are entities, including unincorporated entities, controlled by the Group. The
Group controls an entity when it is exposed to, or has rights to, variable returns through its power over
the entity and has the ability to affect those returns through its power over the entity. The existence and
effect of substantive potential voting rights are considered when assessing whether the Group has such
power over another entity.
The financial statements of subsidiary companies are included in the consolidated financial statements
from the date that control effectively commences until the date that control effectively ceases.
Subsidiary companies are consolidated using the acquisition method of accounting.
Identifiable assets acquired and liabilities assumed in a business combination are measured initially at
their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the
periods in which the costs are incurred and the services are received.
In business combinations achieved in stages, previously held equity interests in the acquiree are
re-measured to fair value at the acquisition date and any corresponding gain or loss is recognised in
profit or loss.
The Group elects for each individual business combination, whether non-controlling interest in the
acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interests
proportionate share of the acquiree net identifiable assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination,
the amount of non-controlling interest in the acquiree (if any), and the fair value of the Groups
previously held equity interest in the acquiree (if any), over the net fair value of the acquirees
identifiable assets and liabilities is recorded as goodwill in the statement of financial position. In
instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain
purchase in profit or loss on the acquisition date.
Intragroup transactions, balances and unrealised gains are eliminated on consolidation and the
consolidated financial statements reflect external transactions only. Unrealised losses are also
eliminated on consolidation unless cost cannot be recovered.
Non-controlling interest represents the equity in subsidiary companies not attributable, directly or
indirectly, to owners of the Company, and is presented separately in the consolidated statements of
profit or loss and other comprehensive income and within equity in the consolidated statement of
financial position, separately from equity attributable to owners of the Company.

46

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(b)

Basis of Consolidation (Contd)


Changes in the Companys ownership interest in subsidiary company that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts of the
controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiary company. Any difference between the amount by which the non-controlling is adjusted
and the fair value of the consideration paid or received is recognised directly in equity and attributed
to owners of the parent.
The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds
and the Groups share of its net assets together with exchange differences which were not previously
recognised in the consolidated statements of profit or loss and other comprehensive income.

(c)

Property, Plant and Equipment and Depreciation


Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as
appropriate, only when the cost is incurred and it is probable that future economic benefits associated
with the asset will flow to the Group and the cost can be reliably measured. Other subsequent
expenditure is recognised as an expense during the financial year in which it is incurred. The carrying
amount of the replaced part is derecognised.
Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on
which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.
Depreciation is calculated on a straight-line basis over the expected useful lives of the assets
concerned. The principal annual rates are:
Building
Motor vehicle
Computers
Office equipment
Furniture and fittings
Renovation

2%
20%
10% to 25%
10% to 20%
10% to 20%
20%

Freehold land is not depreciated as it has an indefinite useful life.


At each reporting date, the carrying amount of an item of property, plant and equipment is assessed for
impairment when events or changes in circumstances indicate that the carrying value may not be
recoverable (see note 2(g) on impairment of non-financial assets).
The residual values, useful lives and depreciation methods are reviewed at each year-end to ensure that
the amount, method and period of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of property, plant and
equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any,
and the carrying value is recognised in profit or loss.

47

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(d)

Intangible Assets
Intangible assets are recognised only when the identifiability, control and future economic benefit
probability criteria are met.
Intangible assets are initially measured at cost. After the initial recognition, intangible assets are
carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful
lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives
are amortised on a straight-line basis over the estimated economic useful lives and are assessed for any
indication that the asset may be impaired. If any such indication exists, the entity shall estimate the
recoverable amount of the asset. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at each financial year end. The amortisation expense
on intangible assets with finite lives is recognised in profit or loss and is included within the direct
costs.
An intangible asset has an indefinite useful life when based on the analysis of all the relevant factors,
there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows
to the Group. Intangible assets with indefinite useful lives are tested for impairment annually and
wherever there is an indication that the carrying amount may be impaired. Such intangible assets are
not amortised. Their useful lives are reviewed each period to determine whether events and
circumstances continue to support the indefinite useful life assessment for the asset. If they do not, the
change in the useful life assessment from indefinite to finite is accounted for as a change in accounting
estimate in accordance with MFRS 108 Accounting Policies, Changes in Accounting Estimates and
Errors.
Expenditure on an intangible item that is initially recognised as an expense is not recognised as part of
the cost of an intangible asset at a later date.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from
its use. The gain or loss arising from the derecognition determined as the difference between the net
disposal proceeds, if any, and the carrying amount of the asset is recognised in profit or loss when the
asset is derecognised.
Research and development
Expenditure on development activities of internally developed products is recognised as an intangible
asset when it relates to the production of new or substantively improved products and processes and
when the Group and the Company can demonstrate that it is technically feasible to develop the product
or processes, adequate resources are available to complete the development and that there is an
intention to complete and sell the product or processes to generate future economic benefits.
Capitalised development costs are amortised on a straight-line basis over a period of five years.
Development expenditure not satisfying the criteria mentioned and expenditure arising from research
or from the research phase of internal projects are recognised in profit or loss as incurred.
Development assets are tested for impairment annually in accordance with the accounting policy on
impairment of non-financial asset in note 2(g).

48

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(e)

Investments
Investments in subsidiary companies and associated company are stated in the Companys separate
financial statements at cost. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down immediately to its recoverable amount. See accounting policy
on impairment of non-financial assets in note 2(g).
Upon disposal of an investment, the difference between the net disposal proceeds and the carrying
value is charged or credited to the profit or loss.

(f)

Associated Companies
Associated companies are entities, including unincorporated entities, in which the Group has
significant influence, but not control, over the financial and operating policies.
Investments in associated companies are accounted for in the consolidated financial statements using
the equity method less any impairment losses, unless it is classified as held for sale or distribution. The
cost of the investment includes transaction costs. The consolidated financial statements include the
Groups share of profit or loss and other comprehensive income of the associated companies, after
adjustments if any, to align the accounting policies with those of the Group, from the date that
significant influence commences until the date that significant influence ceases.
When the Groups share of losses exceeds its interest in an associated company, the carrying amount
of that interest including any long-term investments is reduced to zero, and the recognition of further
losses is discontinued except to the extent that the Group has an obligation or has made payments on
behalf of the associated company.
When the Group ceases to have significant influence over an associated company, any retained interest
in the former associated company at the date when significant influence is lost is measured at fair value
and this amount is regarded as the initial carrying amount of a financial asset. The difference between
the fair value of any retained interest plus proceeds from the interest disposed of and the carrying
amount of the investment at the date when equity method is discontinued is recognised in the profit or
loss.
When the Groups interest in an associated company decreases but does not result in a loss of
significant influence, any retained interest is not re-measured. Any gain or loss arising from the
decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other
comprehensive income are also reclassified proportionately to the profit or loss if that gain or loss
would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.
The most recent available financial statements of the associated company are used by the Group in
applying the equity method. When the end of the reporting periods of the financial statements are not
coterminous, the associated company prepares, for the use of the Group, financial statements as of the
same date as that of the Group.

49

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(g)

Impairment of Non-Financial Assets


The carrying amounts of assets, other than deferred tax, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, the assets
recoverable amount is estimated to determine the amount of impairment loss.
For the purpose of impairment testing of these assets, recoverable amount is determined on an
individual asset basis unless the asset does not generate cash flows that are largely independent of those
from other assets. If this is the case, recoverable amount is determined for the cash-generating unit
[CGU] to which the asset belongs to.
An assets recoverable amount is the higher of an assets or CGUs fair value less costs to sell and its
value in use. In assessing value in use, the estimated future cash flows 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 an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.
An impairment loss is charged to the profit or loss immediately, unless the asset is carried at revalued
amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of
any available previously recognised revaluation surplus for the same asset.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used
to determine the assets recoverable amount since the last impairment loss was recognised. The
carrying amount of an asset is increased to its revised recoverable amount, provided that this amount
does not exceed the carrying amount that would have been determined (net of amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of
impairment loss for an asset is recognised in profit or loss, unless the asset is carried at revalued
amount, in which case, such reversal is treated as a revaluation increase.

(h)

Taxation
Income tax expense comprises current and deferred tax.
Current tax is the amount of income taxes payable or receivable in respect of the taxable profit or loss
for the year. Current tax for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities using the tax rates that have been enacted or
substantive enacted by the reporting date.
Current tax is recognised in profit or loss except to the extent that the tax relates to the items recognised
outside profit or loss, either in other comprehensive income or directly in equity.
Deferred tax liabilities and assets are provided for, using the liability method, in respect of all
temporary differences between the carrying amount of an asset or liability in the statement of financial
position and its tax base including unabsorbed tax losses and capital allowances unless the deferred tax
arises from the initial recognition of an asset or liability in a transaction which is not a business
combination and at the time of transaction, affects neither accounting profit nor taxable profit.
A deferred tax asset is recognised only to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences can be utilised. The carrying amount of a
deferred tax asset is reviewed at each reporting date. If it is no longer probable that sufficient taxable
profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised, the
carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that
sufficient taxable profit will be available, such reduction will be reversed to the extent of the taxable
profit.

50

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(h)

Taxation (Contd)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation
authority.
Deferred tax will be recognised as income or expense and included in the profit or loss for the period
unless the tax relates to items recognised outside the profit or loss. Deferred tax items are recognised
in correlation to the underlying transaction either in other comprehensive income or directly to equity
and deferred tax arising from a business combination is adjusted against goodwill on consolidation.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted by the reporting date.

(i)

Foreign Currencies
Functional and Presentation Currency
The financial statements of the Company and its subsidiary companies 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 and presentation currency.
Foreign Currency Transactions and Translations
Transactions in currencies other than the Companys and its subsidiary companies functional
currency [foreign currencies] are recorded in the functional currency using the exchange rates
prevailing at the dates of the transactions. At each reporting date, monetary items denominated in
foreign currencies are translated at the rates prevailing on the reporting date. Non-monetary items
carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on
the date when the fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not translated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary
items, are included in profit or loss for the period.
Exchange differences arising on the translation of non-monetary items carried at fair value are
included in profit or loss for the period except for the differences arising on the translation of
non-monetary items in respect of which gains and losses are recognised directly in equity.
Foreign Operations
Financial statements of foreign operations are translated at year end exchange rates with respect to the
assets and liabilities, and at exchange rates at the dates of the transactions with respect to profit or loss.
All resulting translation differences are recognised as a separate component in equity.
In the consolidated financial statements, exchange differences arising from the translation of net
investment in foreign operations are taken to equity. When a foreign operation is partially disposed of
or sold, exchange differences that were recorded in equity are recognised in profit or loss as part of the
gain or loss on disposal.
Fair value adjustments to the assets and liabilities arising from the acquisition of a foreign operation
are treated as assets and liabilities of acquired entity and translated at the exchange rate ruling at the
reporting date.

51

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(j)

Financial Assets
Financial assets are recognised in the statement of financial position when, and only when the Group
or the Company becomes 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 at 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. Exchange differences, interest and dividend
income on financial assets at fair value through profit or loss are recognised separately in profit or
loss as part of other losses or other income.
Financial assets 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 whereas
financial assets that are not held primarily for trading purposes are presented as current or
non-current based on the settlement date.
(ii) Loan 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.
Loan and receivables are classified as current assets, except for those having maturity dates later
than 12 months after the reporting date which are classified as non-current.
(iii) Held-to-maturity investments
Financial assets with fixed and determinable payments and fixed maturity are classified as
held-to-maturity when the Group or the Company has the positive intention and ability to hold the
investment to maturity.
Subsequently to initial recognition, held-to-maturity investments are measured at amortised cost
using the effective interest method. Gains or 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 reporting date which are classified as current.

52

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(j)

Financial Assets (Contd)


(iv) Available-for-sale financial assets
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 the effective interest method is recognised in
profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss
when the Groups and the Companys right to receive payment is established.
Investments in equity instruments and club membership 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 reporting date.
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 has been
recognised in other comprehensive income is recognised in profit or loss.

(k)

Impairment of Financial Assets


The Group and the Company assess at each reporting date 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 Groups 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 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 and other receivables, where the carrying amount is
reduced through the use of an allowance account. When a trade or other receivable becomes
uncollectible, it is written off against the allowance account.

53

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(k)

Impairment of Financial Assets (Contd)


(i) Trade and other receivables and other financial assets carried at amortised cost (Contd)
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.
(ii) Available-for-sale financial assets
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 investments 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 if 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.

(l)

Cash and Cash Equivalents


For purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in
banks and deposits at call and other short term, highly liquid investments which are readily convertible
to cash and are subject to insignificant risk of changes in value, net of outstanding bank overdrafts and
fixed deposits pledged as collateral.

(m)

Financial Liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability.
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 parties 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 include financial liabilities held for trading
and financial liabilities designated upon initial recognition 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.

54

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(m)

Financial Liabilities (Contd)


(ii) Other financial liabilities
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.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective interest method. Borrowings are
classified as current liabilities unless the Group or the Company has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting date.
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 the original liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in profit or loss.

(n)

Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company
after deducting all its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of
shares issued, if any, are accounted for as share premium. Both ordinary shares and share premium are
classified as equity. Transaction costs of an equity transaction are accounted for as a deduction from
equity, net of any related income tax benefit. Otherwise, they are charged to profit or loss.
Dividends to shareholders are recognised in equity in the period in which they are declared.
If the Company reacquires its own equity instruments, the consideration paid, including any
attributable transaction costs, is deducted from equity as treasury shares until they are cancelled. No
gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Companys
own equity instruments. Where such shares are issued by resale, the difference between the sales
consideration and the carrying amount is shown as movement in equity. When the treasury shares are
distributed as share dividend, the cost of the treasury shares will be reduced against share premium
account or the distributable reserve, or both.

55

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(o)

Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable net of discounts and
rebates. Revenue is recognised to the extent that it is probable that the economic benefits associated
with the transaction will flow to the Group and the Company, and the amount of revenue and the cost
incurred or to be incurred in respect of the transaction can be reliably measured. The Group and the
Company assess their revenue arrangements to determine if they are acting as principal or agent. The
following specific recognition criteria must be met for each of the Groups and the Companys
activities before revenue is recognised:
Hardware sales and services

- upon confirmation of order and delivery

Software sales and services

- upon confirmation of order and subsequent stage of completion;


and/or subscription on an accrual basis and transaction fees

Software technical and


consultancy services

(p)

- when services are performed

Interest income

- on a time proportion basis that takes into account the effective


yield on the asset

Dividend income

- when the right to receive payment is established

Employee Benefits
Wages, salaries, social security contributions, paid annual leave and sick leave, bonuses and
non-monetary benefits are recognised as an expense in the period which the employees have rendered
the associated services.
Short term accumulating compensated absences such as paid annual leave are recognised as an
expense when employees render services that increase their entitlement to future compensated
absences. Short term non-accumulating absences such as sick leave are recognised when the absences
occur.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make
such payments, as a result of past events and when a reliable estimate can be made of the amount of
the obligation.
The Group and the Company make contributions to a statutory provident fund. The contributions are
recognised as a liability after deducting any contribution already paid and as an expense in the period
in which the employees render their services.

(q)

Deferred Income
Deferred income represents unearned revenue received in advance and is recognised in profit or loss
when the services are provided.

56

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
2.

SIGNIFICANT ACCOUNTING POLICIES (Contd)

(r)

Fair Value Measurements


From 1 July 2013, the Group and the Company adopted MFRS 13 Fair Value Measurement which
prescribed that fair value of an asset or a liability, except for 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 use the asset in its highest and best use.
In accordance with the transitional provision of MFRS 13, the Group and the Company applied the
new fair value measurement guidance prospectively, and has not provided any comparative fair value
information for new disclosures. The adoption of MFRS 13 has not significantly affected the
measurements of the Groups and the Companys assets or liabilities other than the additional
disclosures.
Transfer between levels of the fair value hierarchy are deemed to have occurred on the date of the event
or change in circumstances that caused the transfer.

(s)

Contingencies
A contingent liability or asset is a possible obligation or benefit 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 control of the Group and the Company.
Contingent liabilities and assets are not recognised in the statements of financial position of the Group
and the Company.

57

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
3.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS


Estimates and judgements are continually evaluated by the directors and management and are based on
historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.

(a)

Key sources of estimation uncertainty


The key assumptions concerning the future, and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next year, are discussed below:
Depreciation
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives.
Management estimated the useful lives of these property, plant and equipment to be within 4 to 50
years. These are common life expectancies applied in the industry. The carrying amount of the Groups
property, plant and equipment at 30 June 2014 is stated in note 4 to the financial statements. Changes
in the expected level of usage and technological developments could impact the economic useful lives
and the residual values of these assets, therefore future depreciation charges could be revised. A 5%
difference in the expected useful lives of these assets from managements estimates would result in
approximately 0.75% (2013: 1%) variance in the Groups profit for the year.
Income taxes
Judgement is involved in determining the provision for income taxes. There are certain transactions
and computations for which the estimation of the provision for income taxes is made and which the
ultimate tax determination is uncertain during the ordinary course of business. Where the final tax
outcome of these matters is different from the amounts that were initially recorded, such differences
will impact the income tax and deferred income tax provisions, where applicable, in the period in
which such determination is made.
Impairment of loans and receivables
The Group and the Company assess 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 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.
Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience for assets with similar credit risk characteristics. The
carrying amounts of loans and receivables are stated in note 10 to the financial statements.

58

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
3.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Contd)

(b)

Critical judgements in applying accounting policies


The following judgement, which may have a significant effect on the amounts recognised in the
financial statements, has been made by the management in applying the Groups accounting policies:
Deferred tax assets
Deferred tax assets are recognised for all deductible temporary differences only to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences can be
utilised. Significant management judgement is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and level of future taxable profits together with
future tax planning strategies. These judgements and assumptions are subject to risks and uncertainty,
hence there is a possibility that changes in circumstances will alter expectations, which may impact the
amount of deferred tax assets recognised in the statement of financial position and the amount of
unrecognised tax losses and unrecognised temporary differences. The details are disclosed in note 15.
Deferred tax liabilities
Deferred tax liabilities are recognised for all taxable temporary differences. Significant management
judgement is required to determine the amount of deferred tax liabilities that can be recognised, based
upon the likely timing and future tax planning strategies. These judgements and assumptions are
subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter
expectations, which may impact the amount of deferred tax liabilities recognised in the statement of
financial position and the amount of unrecognised tax losses and unrecognised temporary differences.
The details are disclosed in note 15.
Impairment of investments in subsidiary and associated companies
Investments in subsidiary and associated companies are assessed for impairment losses whenever
events or changes in circumstances indicate that the carrying amount of these assets may not be
recoverable. Such assessment required the directors to make estimates of the recoverable amount.
Impairment loss is recognised for the amount by which the carrying amount of the assets exceed its
recoverable amount, which is the higher of an asset's fair value less cost to sell and its value in use. The
carrying amounts of the investments in subsidiary and associated companies are disclosed in note 6 and
7 to the financial statements respectively.
Development costs
Development costs are capitalised in accordance with the accounting policy in note 2(c). Initial
capitalisation of costs is based on managements judgement that technological and economical
feasibility is confirmed, usually when a product development project has reached a defined milestone
according to an established project management model. The carrying amount of the Companys
development cost at the end of the reporting period is disclosed in note 5 to the financial statements.

59

4.

60

Freehold land
Building
Motor vehicle
Computers
Office equipment
Furniture and fittings
Renovation

Carrying amount
Freehold land
Building
Motor vehicle
Computers
Office equipment
Furniture and fittings
Renovation

Group

PROPERTY, PLANT AND EQUIPMENT


Additions
RM
1,372,898
31,868
1,404,766

Balance as
at 1.7.2013
RM
1,561,386
545,204
2,166,518
231,061
44,109
4,548,278

1,561,386
531,009
2,879,840
204,733
28,130
5,205,098

Cost
RM

(178,711)
(145,561)
(5,110,687)
(504,899)
(201,817)
(863,435)
(7,005,110)

Carrying
amount
RM

At 30.6.2014
Accumulated
depreciation
RM
1,561,386
709,720
145,561
7,990,527
709,632
229,947
863,435
12,210,208

1,561,386
531,009
2,879,840
204,733
28,130
5,205,098

Balance as
at 30.6.2014
RM

51
11
62

Translation
adjustments
RM

(14,195)
(659,627)
(58,207)
(15,979)
(748,008)

Depreciation
charge for
the year
RM

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2014

4.

Freehold land
Building
Motor vehicle
Computers
Office equipment
Furniture and fittings
Renovation

Carrying amount
Freehold land
Building
Motor vehicle
Computers
Office equipment
Furniture and fittings
Renovation

Group

PROPERTY, PLANT AND EQUIPMENT (Contd)


Additions
RM
323,300
824
324,124

Balance as
at 1.7.2012
RM
1,561,386
559,398
2,454,544
295,428
60,320
5,623
4,936,699

1,561,386
545,204
2,166,518
231,061
44,109
4,548,278

Cost
RM

(164,516)
(145,561)
(4,450,078)
(446,657)
(185,838)
(863,100)
(6,255,750)

Carrying
amount
RM

At 30.6.2013
Accumulated
depreciation
RM
1,561,386
709,720
145,561
6,616,596
677,718
229,947
863,100
10,804,028

1,561,386
545,204
2,166,518
231,061
44,109
4,548,278

Balance as
at 30.6.2013
RM

282
59
341

Translation
adjustments
RM

(14,194)
(611,608)
(65,250)
(16,211)
(5,623)
(712,886)

Depreciation
charge for
the year
RM

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2014

61

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014

5.

INTANGIBLE ASSETS
Group
Carrying amount

Balance as
at 1.7.2013
RM

Amortisation
charge for
the year
RM

Balance as
at 30.6.2014
RM

245,438

(168,709)

76,729

Cost
RM

At 30.6.2014
Accumulated
amortisation
RM

Carrying
amount
RM

2,495,728

(2,418,999)

76,729

Balance as
at 1.7.2012
RM

Amortisation
charge for
the year
RM

Balance as
at 30.6.2013
RM

494,452

(249,014)

245,438

Cost
RM

At 30.6.2013
Accumulated
amortisation
RM

Carrying
amount
RM

2,495,728

(2,250,290)

245,438

Development expenditure

Development expenditure

Carrying amount
Development expenditure

Development expenditure
6.

INVESTMENT IN SUBSIDIARY COMPANIES

Unquoted equity shares, at cost


Accumulated impairment losses

62

Company
2014
RM
20,099,724
(14,944,319)
5,155,405

2013
RM

20,099,724
(12,471,536)
7,628,188

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
6.

INVESTMENT IN SUBSIDIARY COMPANIES (Contd)


The details of the subsidiary companies are as follows:

Name of company

Principal place of
business/country
of incorporation

Principal activities

Group's
effective interest
2014 2013
%
%

Direct subsidiary companies of the Company


Rexit Solutions
Sdn. Bhd. ["RSSB"]

Malaysia

Sales of application
software solutions and
related products and
services

100

100

Rexit (M) Sdn. Bhd.

Malaysia

Provision of software
technical and consultancy
services

100

100

Rexit Software
Sdn. Bhd. ["RSWSB"]

Malaysia

Research and development


of application software
solutions and provisions
of related services

100

100

Rexit Software
(Guangzhou) Co.
Ltd.* ["RSGZ"]

People's Republic
of China

Design, development and


production of software,
sale of its developed
products and provision
of consultancy services

100

100

Rexit International
Sdn. Bhd. ["RISB"]

Malaysia

Provision of shared and


outsourcing services to
insurance companies
outside Malaysia

100

100

* Subsidiary company not audited by Sekhar & Tan.


During the year, additional impairment losses amounting to RM2,472,783 (2013: RM2,375,696)
has been recognised to fully write off the investment in RSSB as RSSB was in capital deficiency
position as at reporting date.

63

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
7.

INVESTMENT IN AN ASSOCIATED COMPANY


Group

Unquoted equity shares,


at cost
Share of post-acquisition
profits

Company

2014
RM

2013
RM

2014
RM

2013
RM

3,087,000

3,087,000

3,087,000

3,087,000

1,199,388
4,286,388

532,045
3,619,045

3,087,000

3,087,000

The details of the associated company are as follows:

Name of company
Reward-Link.com
Sdn. Bhd.

Principal place of
business/country
of incorporation
Malaysia

Principal activities
The Government
authorised Road Transport
Department [JPJ]
eINSURANS gateway
provider between the
insurance companies in
Malaysia and the JPJ

Group's
effective interest
2014
%

2013
%

49

49

During the prior year, the Group acquired an additional 29% equity interest in Reward-Link.com
Sdn. Bhd. comprising 1,450,000 ordinary shares of RM1 each for a cash consideration of
RM1,587,000. Upon the completion of the acquisition, the Groups equity interest in
Reward-Link.com Sdn. Bhd. increased to 49%.
The results of the associated company have been accounted for based on its unaudited
management accounts for the year ended 30 June 2014.
The following table summarises the information of the Groups material associated company
and reconciles the information to the carrying amount of the Groups interest in the associated
company.

64

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
7.

INVESTMENT IN AN ASSOCIATED COMPANY (Contd)


Summarised financial information
The assets and liabilities of the associated company are as follows:
2014
RM
Non-current assets
Current assets
Non-current liabilites
Current liabilities
Net assets

824,210
6,681,580
(231,000)
(14,692)
7,260,098

2013
RM
1,031,658
5,152,276
(259,000)
(26,761)
5,898,173

The revenue and results of the associated company are as follows:

Revenue
Profit for the year and total comprehensive income

2014
RM

2013
RM

2,500,798
1,361,929

2,270,421
657,010

2014
RM

2013
RM

3,557,448
728,940
4,286,388

2,890,105
728,940
3,619,045

2014
RM

2013
RM

667,345

321,937

Reconciliation of net assets to carrying amount

As at 30 June
Group's share of net assets
Goodwill
Carrying amount in the statement of financial position
Group's share of results
Year ended 30 June
Group's share of profit for the year and total
comprehensive income

65

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
8.

INVESTMENT IN QUOTED FUNDS


Group

Available-for-sale financial asset


Quoted funds in Malaysia,
Carrying amount:
Non-current
Current

Market value
9.

2014
RM

2013
RM

2,132,746
2,003,000
4,135,746

2,088,825
2,088,825

4,135,746

2,088,825

OTHER INVESTMENT

Group

Available-for-sale financial asset


Investment in golf club membership
At cost
10. TRADE AND OTHER RECEIVABLES

Group
2014
RM

Trade receivables:
An associated company
Third parties
Other receivables - Deposits

1,781,677
1,781,677
58,703
1,840,380

2013
RM
45,320
2,510,811
2,556,131
58,633
2,614,764

2014
RM

2013
RM

45,000

45,000

Company
2014
RM
-

2013
RM
-

Trade receivables
Trade receivables are non-interest bearing and the Groups normal credit terms ranged from 30 to
60 (2013: 30 to 60) days. They are recognised at their original invoiced amounts which represent
their fair values on initial recognition.

66

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
10. TRADE AND OTHER RECEIVABLES (Contd)
Trade receivables (Contd)
Ageing analysis of trade receivables
The ageing analysis of the Groups and the Companys trade receivables are as follows:
Group
2014
RM
Neither past due nor
impaired
1 to 30 days past due
not impaired
31 to 60 days past due
not impaired

2013
RM

Company
2014
RM

2013
RM

942,467

2,464,942

265,167

1,800

574,043
839,210
1,781,677

89,389
91,189
2,556,131

Receivables that are neither past due nor impaired


Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment
records with the Group.
None of the Groups trade receivables that are neither past due nor impaired have been renegotiated
during the year.
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM839,210 (2013: RM91,189) that are past due at the
reporting date but not impaired. These are unsecured in nature.
11. PREPAYMENTS
Group
This represents prepayments for hardware and software maintenance services and other expenses.

67

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
12. CASH AND CASH EQUIVALENTS
Group

Fixed deposits with


licensed bank
Deposits with a fund
management corporation
Cash and bank balances

Company

2014
RM

2013
RM

2014
RM

2013
RM

1,336,010

1,665,381

844,239

436,649

10,753,402
2,363,885
14,453,297

18,825,330
1,140,864
21,631,575

5,974,716
1,032,243
7,851,198

6,958,757
88,143
7,483,549

Information on the financial risks of cash and cash equivalents are disclosed in note 28 to the financial
statements.
13. SHARE CAPITAL
Group and Company
2014
RM

2013
RM

Authorised:
250,000,000 ordinary shares of RM0.10 each

25,000,000

25,000,000

Issued and fully paid:


189,333,333 ordinary shares of RM0.10 each

18,933,333

18,933,333

During the year, the Company repurchased 1,327,400 (2013: 1,859,700) of its issued share capital
from the open market. The average price paid for the shares repurchased was RM0.29 (2013: RM0.27)
per share. The repurchase transactions were financed by internally generated funds. The shares
repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act,
1965.
At the reporting date, the number of outstanding ordinary shares in issue after setting off the treasury
shares of 7,555,200 (2013: 6,227,800) against its equity of 189,333,333 is 181,778,133 (2013:
183,105,533).
Details relating to the repurchase during the year are as follows:
Amount

Number of shares

At 1 July 2013/2012
Shares repurchased during
the year
At 30 June

68

2014

2013

2014
RM

2013
RM

6,227,800

4,368,100

2,879,019

2,370,745

1,327,400
7,555,200

1,859,700
6,227,800

385,157
3,264,176

508,274
2,879,019

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
14.

RESERVES
Group
Non-distributable
Exchange translation reserve
Fair value adjustment reserve
Distributable
Retained profits

2014
RM

2013
RM

(52,943)
(28,731)

(52,888)
(75,652)

11,796,797
11,715,123

15,672,620
15,544,080

Company
2014
RM

2013
RM

405,850
405,850

2,134,484
2,134,484

Exchange translation reserve


The exchange translation reserve represents exchange differences arising from the translation of the
financial statements of foreign operation whose functional currency is different from that of the
Groups presentation currency.
Fair value adjustment reserve
The fair value adjustment reserve represents the cumulative fair value changes, net of tax, of
available-for-sale financial assets until they are disposed of or impaired.
15.

DEFERRED TAXATION
Group

At 1 July 2013/2012
Recognised in profit or loss (Note 21)
Temporary difference on the excess of capital allowances
over the corresponding depreciation
At 30 June

2014
RM

2013
RM

62,000
62,000

Deferred tax liabilities at the reporting date are in respect of temporary differences on the excess capital
allowances over the corresponding depreciation.

69

15.

70

Set off of tax

Unabsorbed capital allowances and tax losses


Temporary difference on the excess of capital
allowances over the corresponding depreciation
Other taxable temporary difference

Group
(62,000)
(366,500)
(428,500)
366,500
(62,000)

366,500
366,500
(366,500)
-

2014
Deferred
Deferred
tax assets tax liabilities
RM
RM

Recognised Deferred Tax Assets/(Liabilities)


Deferred tax assets and liabilities are attributable to the following:

DEFERRED TAXATION (Contd)

(62,000)
(366,500)
(62,000)
(62,000)

366,500

Net
RM

274,750
(274,750)
-

274,750

Deferred
tax assets
RM

(274,750)
(274,750)
274,750
-

2013
Deferred
tax liabilities
RM

(274,750)
-

274,750

Net
RM

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2014

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
15.

DEFERRED TAXATION (Contd)


Group
Unrecognised Deferred Tax Assets
Unabsorbed capital allowances and tax losses available
for set off against future taxable profits
Temporary difference on the excess of depreciation
over the corresponding capital allowances
Other deductible temporary difference

2014
RM

2013
RM

3,194,250

2,564,500

26,750
8,500
3,229,500

33,500
2,598,000

Deferred tax assets have not been recognised in respect of the above items because it is not probable
that future taxable profits will be available against which the subsidiary companies can utilise the
benefits therefrom.

Unrecognised Deferred Tax Liabilities


Unabsorbed tax losses
Temporary difference on the excess of capital allowances
over the corresponding depreciation

Group
2014
RM

2013
RM

2,000

2,000

(48,000)
(46,000)

(162,000)
(160,000)

Deferred tax liabilities have not been recognised in respect of the above items of a subsidiary company,
RSWSB, for the period up to 31 March 2015 as RSWSB was granted Multimedia Super Corridor
[MSC] Status under the Promotion of Investment Act, 1986. By virtue of this status, RSWSB
obtained its pioneer status incentive which includes five years exemption on statutory business
incomes under Section 127 of the Income Tax Act, 1967 which expired on 24 March 2010. RSWSB
was granted extension of the pioneer status for another five years until 24 March 2015.

71

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
16.

TRADE AND OTHER PAYABLES


Group
2014
RM
Trade payables:
Third parties
Trade accruals
Other payables:
Accruals
Financial liabilities carried at
amortised cost (Note 29)

2013
RM

Company
2014
RM

2013
RM

132,963
600
133,563

98,669
600
99,269

321,301

817,218

18,000

15,000

454,864

916,487

18,000

15,000

Trade payables are non-interest bearing and the Groups normal credit terms ranged from 60 to 90
(2013: 60 to 90) days.
17.

DEFERRED INCOME
Group
Deferred income represents unearned subscriptions received in advance.

18.

REVENUE
Group
2014
RM
Dividends received from
a subsidiary company
Interest income
Hardware and system
software sales and services
Software sales and services

19.

2013
RM

Company
2014
RM

8,000,000
234,336

5,000,000
181,344

1,600,813
10,390,220
11,991,033

2,533,125
11,242,415
13,775,540

8,234,336

5,181,344

DIRECT COSTS
Group
This includes amortisation of development expenditure of RM168,709 (2013: RM249,014).

72

2013
RM

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
20.

PROFIT BEFORE TAXATION


Group
This has been arrived at:
after charging:
Auditors' remuneration:
Current year
Underprovision in respect
of prior year
Depreciation
Impairment loss on
investment in subsidiary
companies
Loss on foreign exchange:
Realised
Unrealised
Rental of premises
and crediting:
Interest income
Unrealised gain on foreign
exchange

21.

Company
2014
RM

2014
RM

2013
RM

64,951

56,260

18,000

18,000

4,500
748,008

3,300
712,886

3,000
-

3,000
-

2,472,783

2,375,696

34,656
32,644
168,925

37,263
190,152

535,470

605,160

25,507

2013
RM

TAXATION
Group
2014
RM
Recognised in profit or loss
Taxation for the year:
Malaysian income tax
Foreign tax
Deferred taxation (Note 15)
Over provision of taxation
in respect of prior years:
Malaysian income tax

2013
RM

Company
2014
RM

2013
RM

13,670
62,000
75,670

14,300
13,886
28,186

4,600
4,600

3,960
3,960

(1,088)
74,582

(2,847)
25,339

(1,057)
3,543

(2,471)
1,489

Malaysian income tax is calculated at the statutory rate of 25% (2013: 25%) on the estimated taxable
profit for the year.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

73

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
21.

TAXATION (Contd)
The numerical reconciliation between the tax expense in the profit or loss and the income tax expense
applicable to profit before taxation at the statutory income tax rates of the Group and of the Company
is as follows:
Group
2014
RM
Profit before taxation
Tax at the Malaysian statutory
rates of 25% (2013: 25%)
Tax effects of:
Expenses not deductible for
tax purposes
Income not subject to tax
Share of results of an
associated company
Deferred tax assets not
recognised
Deferred tax liabilities not
recognised
Utilisation of deferred tax
assets not recognised in
prior years
- Unabsorbed capital
allowance
- Unabsorbed tax losses
Recognition of previously
unrecognised deferred tax
liabilities
Over provision of Malaysian
income tax in respect of
prior years
Tax expense

2013
RM

Company
2014
RM

2013
RM

3,479,560

4,779,485

5,555,710

2,597,428

869,890

1,194,870

1,388,928

649,357

29,121
(1,400,592)

107,841
(1,664,829)

669,662
(2,053,990)

645,978
(1,291,375)

(166,836)

(80,484)

729,388

595,470

49,000

41,000

(51,626)
(44,675)

(84,223)
(81,459)

(2,847)
25,339

(1,057)
3,543

(2,471)
1,489

62,000
(1,088)
74,582

RSWSB, a subsidiary company of the Company, was granted the Multimedia Super Corridor (MSC)
status on 25 March 2005. As such, statutory income of the subsidiary company will be tax exempted
under the Pioneer Status incentive for the next five years up to 24 March 2010. On 31 May 2010,
RSWSB was granted extension of the Pioneer Status for another five years until 24 March 2015.
At the reporting date, the Company has tax exempt income for payment of tax exempt dividends of
approximately RM18,857,000 (2013: RM18,138,000).

74

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
22.

EARNINGS PER SHARE


Group
The earnings per share is calculated based on the Groups net profit for the year of RM3,404,978
(2013: RM4,754,146) over the weighted average number of ordinary shares in issue during the year of
182,181,795 (2013: 184,294,471).
The calculation of earnings per share is in accordance with MFRS 133 Earnings Per Share.

23.

DIVIDENDS
Group and Company
2014
2013
RM
RM
In respect of the year ended 30 June 2013:
Interim tax exempt dividend of 20% per ordinary share,
paid on 12 March 2013
In respect of the year ended 30 June 2014:
First interim tax exempt dividend of 20% per ordinary
share, paid on 8 January 2014
Second interim tax exempt dividend of 20% per ordinary
share, paid on 18 March 2014

24.

3,689,647

3,641,401

3,639,401
7,280,801

3,689,647

EMPLOYEE BENEFITS

Included in:
Direct costs
Staff costs:
Salaries and other
emoluments
Employees' provident fund
Administrative expenses
Directors' remuneration:
Directors of the Company:
Fees
Salaries and other
emoluments
Employees' provident fund
Staff costs:
Salaries and other
emoluments
Employees' provident fund

Group
2014
RM

2013
RM

Company
2014
RM

2013
RM

1,119,276
136,815

936,027
113,712

96,000

96,000

96,000

96,000

761,398
73,200

637,445
61,320

1,896,206
235,063
4,317,958

1,972,901
177,392
3,994,797

96,000

96,000

75

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
25.

RELATED PARTIES
Group and Company

(a)

Identity of related parties


For the purpose of these financial statements, parties are considered to be related to the Group or to the
Company if the Group or the Company has the ability, directly or indirectly, to control the party or
exercise significant influence over the party in making financial and operating decisions, or vice versa,
or where the Group or the Company and the party are subject to common control or common
significant influence. Related parties may be individuals or other entities.
Key management personnel are defined as those persons having authority and responsibility for
planning, directing and controlling the activities of the Group and of the Company either directly or
indirectly. The key management personnel include all the directors of the Group and of the Company.
The numeration of directors during the year are disclosed in note 24 to the financial statements.

(b)

Transactions with related parties


In addition to the transactions detailed elsewhere in the financial statements, the Group had the
following transactions with related parties during the year:

Associated company:
Sales of application software solutions and hardware
26.

2014
RM

2013
RM

362,755

230,992

COMMITMENT
Group
The Group had entered into non-cancellable lease agreements for office use and staff housing,
resulting in future rental commitments which can, subject to terms in the agreements, be revised
annually based on prevailing market rates. The Group has aggregate future minimum lease
commitment as at the reporting date as follows:

Not later than one year


Later than one year and not later than five years

76

2014
RM

2013
RM

48,600
30,180
78,780

30,180
30,180

!"#$%&#"&#'$&()!*!+)*,&%#*#$-$!#%
E$*/&$!C$C&FG&AH!$&IGJK)
%$.-$!#*,&)!("/-*#)"!

ILM
) )

01234522&%5675482
) *.) %,&) /-"."%&"0) '.) &1") 2-,3/) *.) /-*$'-*(4) "%#'#"0) *%) ,%(4) ,%") 53.*%"..)
!"#$"%&'() *%+,-$'&*,%)
."#$"%&)61*71)*.)&,)/-,8*0")*%+,-$'&*,%)&"71%,(,#4)9:;<=>).,(3&*,%.)'%0)-"('&"0)."-8*7".?
.596:;<=3>;?&%5675482
<1")2-,3/),/"-'&".)/-*%7*/'((4)*%)@'('4.*')'%0)A,%#)B,%#?
;%) /-"."%&*%#) *%+,-$'&*,%) ,%) &1") 5'.*.) ,+) #",#-'/1*7'() ."#$"%&.C) ."#$"%&) -"8"%3") *.) 5'."0) ,%)
#",#-'/1*7'()(,7'&*,%),+)73.&,$"-.?

OKJF
D@
@'('4.*'
A,%#)B,%#
Y&1"-)7,3%&-*".

)XCPXRCNPQ
)OCJQXCFFN
)OONCTRK
)JJCXXJCKRR

.:91<
/5N5415

OKJR
D@

)JKCTJOCOJK
)OCTKNCROK
)JPQCKJK
)JRCNNPCPFK

D"8"%3")+-,$)+,3-)EFG)$'H,-)73.&,$"-.)6*&1)-"8"%3")"I3'(),-)$,-")&1'%)JKL),+)&1")2-,3/M.)&,&'()
-"8"%3")'$,3%&"0)&,)D@NCJOPCJQF)EOKJRS)D@TCQNQCNFOG?
IOM

()!*!+)*,&/)%@&-*!*.$-$!#&"0A$+#)B$%&*!C&D",)+)$%

) )
E'G

<1") 2-,3/M.) '%0) &1") U,$/'%4M.) +*%'%7*'() -*.V) $'%'#"$"%&) /,(*7*".) .""V) &,) "%.3-") &1'&) '0"I3'&")
+*%'%7*'()-".,3-7".)'-")'8'*('5(")+,-)&1")0"8"(,/$"%&),+)&1")2-,3/M.)'%0)&1")U,$/'%4M.)53.*%"..".)
61*(.&)$'%'#*%#)&1"*-)*%&"-".&)-'&"C)(*I3*0*&4C)7-"0*&)'%0)+,-"*#%)"W71'%#")-*.V.?)<1")2-,3/)'%0)&1")
U,$/'%4),/"-'&")6*&1*%)7("'-(4)0"+*%"0)#3*0"(*%".)&1'&)'-")'//-,8"0)54)&1")0*-"7&,-.)'%0)&1")2-,3/M.)
'%0)&1")U,$/'%4M.)/,(*7*".)'-")%,&)&,)"%#'#")*%)./"73('&*8")&-'%.'7&*,%.?
)
)
;%&"-".&)-'&")-*.V
<1")2-,3/M.)'%0)&1")U,$/'%4M.)*%7,$")'%0),/"-'&*%#)7'.1)+(,6.)'-").35.&'%&*'((4)*%0"/"%0"%&),+)
71'%#".)*%)$'-V"&)*%&"-".&)-'&".?);%&"-".&)-'&")"W/,.3-")'-*.".)+-,$)&1")2-,3/M.)'%0)&1")U,$/'%4M.)
0"/,.*&.?)<1".")+*%'%7*'()'.."&.)'-")$'*%(4).1,-&)&"-$)*%)%'&3-")'%0)&1"4)'-")%,&)1"(0)+,-)./"73('&*8")
/3-/,.".?

77
79

!"#$%&#"&#'$&()!*!+)*,&%#*#$-$!#%
.$*/&$!0$0&12&34!$&5267
! !
!589 ()!*!+)*,&/)%:&-*!*;$-$!#&"<3$+#)=$%&*!0&>",)+)$%&?+@ABCDE
!
!
!
"#$!!!!%&'()(*'!)#'(!)+*,!"-.&'/0$
!
R5(! G.66.4+&B! '#86(*! *('! .H'! '5(! 7#))Q+&B! #I.H&'*>! '5(! 4(+B5'(0! #U()#B(! (GG(7'+U(! +&'()(*'!
)#'(*!VWMNO%PXY!.G!'5(!Z).H3/*!#&0!'5(!-.I3#&Q/*!G+&#&7+#6!+&*')HI(&'*!#*!#'!'5(!)(3.)'+&B!
0#'(!#&0!'5(!3()+.0*!+&!45+75!'5(Q!)(3)+7(!.)!I#'H)(>!45+75(U()!+*!(#)6+()[
!
!

!
!

16.#'+&B!)#'(
C#&,!8#6#&7(*
F(3.*+'*!4+'5!#!GH&0
!I#&#B(I(&'!7.)3.)#'+.&
*B&12&3FAG&5261
1+2(0!)#'(
1+2(0!0(3.*+'*!4+'5
!6+7(&*(0!8#&,*
16.#'+&B!)#'(
C#&,!8#6#&7(*
F(3.*+'*!4+'5!#!GH&0
!I#&#B(I(&'!7.)3.)#'+.&
+@HIJAK
*B&12&3FAG&5267
1+2(0!)#'(
1+2(0!0(3.*+'*!4+'5
!6+7(&*(0!8#&,*
16.#'+&B!)#'(
C#&,!8#6#&7(*
F(3.*+'*!4+'5!#!GH&0
!I#&#B(I(&'!7.)3.)#'+.&
*B&12&3FAG&5261
1+2(0!)#'(
1+2(0!0(3.*+'*!4+'5
!6+7(&*(0!8#&,*
16.#'+&B!)#'(
C#&,!8#6#&7(*
F(3.*+'*!4+'5!#!GH&0
!I#&#B(I(&'!7.)3.)#'+.&
!

78

MNO%P M+'5+&!9!Q(#)
"S$
PT

L.'(

;L@FI
*B&12&3FAG&5267
1+2(0!)#'(
1+2(0!0(3.*+'*!4+'5
!6+7(&*(0!8#&,*

9!A!@!Q(#)*
PT

R.'#6
PT !

9:

:;<?

!!!9>==?>D9D

!!!!!!!!!!!!! !A

!!!9>==?>D9D

9:

D;@D

!!!!!
9>EK=>?J@
!

!!!!!!!!!!!!! !A

!!!!!
9>EK=>?J@
!

9:

:;<D

!9D>K@=>JD:

!!!!!!!!!!!!! !A

!9D>K@=>JD:

9:

:;<=

!!!9>??@>=<9

!!!!!!!!!!!!! !A

!!!9>??@>=<9

9:

D;@D

!!!!! !E@?>E?=

!!!!!!!!!!!!! !A

!!!!! E@?>E?=
!

9:

:;<?

!9<><:@>==D

!!!!!!!!!!!!! !A

!9<><:@>==D

9: !!!!!!!! !:;<E

<JJ>:=E

!!!!!!!!!!!!! !A

!!!!! <JJ>:=E
!

9: !!!!!!!! !D;@D

9>D=:>:J=

!!!!!!!!!!!!! !A

!!!9>D=:>:J=

9: !!!!!!!! !:;<D

@>EKJ>K9@

!!!!!!!!!!!!! !A

!!!@>EKJ>K9@

9: !!!!!!!! !:;<@

!!!!! !J=?>?JE

!!!!!!!!!!!!! !A

!!!!! J=?>?JE
!

9: !!!!!!!! !D;@D

<<>9J=

!!!!!!!!!!!!! !A

!!!!!!! <<>9J=
!

9: !!!!!!!! !:;<E

!!!?>E@<>K@K

!!!!!!!!!!!!! !A

!!!?>E@<>K@K

!"#$%&#"&#'$&()!*!+)*,&%#*#$-$!#%
!
.$*/&$!0$0&12&34!$&5267
!
589 ()!*!+)*,&/)%:&-*!*;$-$!#&"<3$+#)=$%&*!0&>",)+)$%&?+@ABCDE&
"#$!!!!%&'()(*'!)#'(!)+*,!"-.&'/0$
!"#$%&%'%&()*#*+($%$),-.)%#&"."$&).*&").%$/
N'!'5(!)(3.)'+&B!0#'(>!+G!+&'()(*'!)#'(*!.&!G6.#'+&B!)#'(!G+&#&7+#6!#**('*!5#0!8((&!9DD!8#*+*!3.+&'*
5+B5()^6.4()>!4+'5!#66!.'5()!U#)+#86(*!5(60!7.&*'#&'>!'5(!Z).H3/*!#&0!'5(!-.I3#&Q/*!3).G+'!&('!.G!'#2!
4.H60!5#U(!8((&!PT9::>==?!#&0!PT?K>J<E!":D9=[!PT9E@>J=9!#&0!PTKD>:JE$!5+B5()^6.4()
)(*3(7'+U(6Q>!#)+*+&B!I#+&6Q!#*!#!)(*H6'!.G!5+B5()^6.4()!+&'()(*'!+&7.I(!G).I!G6.#'+&B!)#'(!I.&(Q
I#),('!+&*')HI(&'*;
&
&

&
"8$! \+]H+0+'Q!)+*, !
!
\+]H+0+'Q!)+*,!+*!'5(!)+*,!'5#'!'5(!Z).H3!#&0!'5(!-.I3#&Q!4+66!&.'!8(!#86(!'.!I(('!'5(+)!G+&#&7+#6
.86+B#'+.&*!#*!'5(Q!G#66!0H(;!%&!'5(!I#&#B(I(&'!.G!6+]H+0+'Q!)+*,>!'5(!Z).H3!#&0!'5(!-.I3#&Q!I.&+'.)!
#&0!I#+&'#+&!#!6(U(6!.G!7#*5!#&0!7#*5!(]H+U#6(&'*!0((I(0!#0(]H#'(!8Q!'5(!I#&#B(I(&'!'.!G+&#&7(!'5(!
Z).H3/*!#&0!'5(!-.I3#&Q/*!.3()#'+.&*!45()(!)(]H+)(0>!#&0!I+'+B#'(!'5(!(GG(7'*!.G!G6H7'H#'+.&!+&!7#*5!
G6.4*;
!
R5(!*HII#)Q!.G!'5(!I#'H)+'Q!3).G+6(!.G!'5(!Z).H3/*!#&0!'5(!-.I3#&Q/*!G+&#&7+#6!6+#8+6+'+(*!#'!'5(
)(3.)'+&B!0#'(!8#*(0!.&!7.&')#7'H#6!H&0+*7.H&'(0!)(3#QI(&'*!.86+B#'+.&*!+*!#*!G.66.4*[
L.'(
!
;L@FI
*B&12&3FAG&5267
R)#0(!#&0!.'5()!3#Q#86(*

M+'5+&!9!Q(#)
PT

9!A!@!Q(#)*
PT

R.'#6
PT

9?

!!!!!!! !J@J><?J

!!!!!!!!!!!!!!!!! !A

!!!!!!! !J@J><?J

*B&12&3FAG&5261
R)#0(!#&0!.'5()!3#Q#86(*

9?

!!!!!!! !E9?>J<K

!!!!!!!!!!!!!!!!! !A

!!!!!!! !E9?>J<K

+@HIJAK
*B&12&3FAG&5267
R)#0(!#&0!.'5()!3#Q#86(*

9?

!!!!!!!! !9<>DDD

!!!!!!!!!!!!!!!!! !A

!!!!!!!! !9<>DDD

*B&12&3FAG&5261
R)#0(!#&0!.'5()!3#Q#86(*

9?

!!!!!!!! !9@>DDD

!!!!!!!!!!!!!!!!! !A

!!!!!!!! !9@>DDD

"7$!
!!!!!!!!!!-)(0+'!)+*, !
!
-)(0+'!)+*,!#)+*(*!45(&!*#6(*!#&0!*()U+7(*!#)(!I#0(!.)!3).U+0(0!.&!0(G())(0!7)(0+'!'()I*;!R5(!Z).H3
#&0!'5(!-.I3#&Q!*((,!'.!+&U(*'!7#*5!#**('*!*#G(6Q!#&0!3).G+'#86Q;!R5(Q!#6*.!*((,!'.!7.&').6!7)(0+'!)+*,
8Q!*(''+&B!7.H&'()3#)'Q!6+I+'*!#&0!(&*H)+&B!'5#'!*#6(*!.G!3).0H7'*!#&0!*()U+7(*!#)(!I#0(!'.!7H*'.I()*
4+'5!#&!#33).3)+#'(!7)(0+'!5+*'.)Q;!R5(!Z).H3!#&0!'5(!-.I3#&Q!7.&*+0()!'5(!)+*,!.G!I#'()+#6!6.**!+&!
'5(!(U(&'!.G!&.&A3()G.)I#&7(!8Q!#!G+&#&7+#6!7.H&'()3#)'Q!'.!8(!H&6+,(6Q;
N*!'5(!Z).H3!#&0!'5(!-.I3#&Q!0.!&.'!5.60!#&Q!7.66#'()#6>!'5(!I#2+IHI!(23.*H)(!'.!7)(0+'!)+*,!+*!'5(
7#))Q+&B!#I.H&'!.G!'5(!)(6#'(0!G+&#&7+#6!#**('*!)(7.B&+*(0!.&!'5(!*'#'(I(&'!.G!G+&#&7+#6!3.*+'+.&;

79

!"#$%&#"&#'$&()!*!+)*,&%#*#$-$!#%
.$*/&$!0$0&12&34!$&5267
!
589& ()!*!+)*,&/)%:&-*!*;$-$!#&"<3$+#)=$%&*!0&>",)+)$%&?+@ABCDE&
&
&
"7$! -)(0+'!)+*,!"-.&'/0$
!
!
R5(!(23.*H)(!.G!7)(0+'!)+*,!G.)!')#0(!)(7(+U#86(*!#*!#'!'5(!)(3.)'+&B!3()+.0!8Q!B(.B)#35+7!)(B+.&!
4#*[
;L@FI
!
T#6#Q*+#
_.&B!`.&B
a'5()!7.H&')+(*

:D9J
PT

:D9=
PT

!!!!!!! ! ?:D>?D@
!!!! ! 9>DK:>:K:
!!!!!!!! !<<><DD
!!!! ! 9>K<9>?KK

!!!! !9>9J:>@EE
!!!! !9>J9:>D:<
!!!!!!!!!! !9>@DJ
!!!! !:>@@?>9=9

!%0#%,%1*#&)1-#1"#&.*&%-#)-,)1."2%&).%$/!!
R5(!Z).H3!5#*!*+B&+G+7#&'!(23.*H)(!'.!*(U()#6!7H*'.I()*!#&0!#*!*H75!#!7.&7(&')#'+.&!.G!7)(0+'!)+*,*;
N'! '5(! )(3.)'+&B! 0#'(>! #33).2+I#'(6Q! <@S! ":D9=[! <ES$! .G! '5(! Z).H3/*! ')#0(! )(7(+U#86(*! 4()(! 0H(!
G).I!G+U(!"@$!":D9=[!*+2!"?$$!I#b.)!7H*'.I()*;
%&G.)I#'+.&!)(B#)0+&B!G+&#&7+#6!#**('*!'5#'!#)(!&(+'5()!3#*'!0H(!&.)!+I3#+)(0!#&0!'5#'!#)(!3#*'!0H(!8H'
&.'!+I3#+)(0!#)(!0+*76.*(0!+&!&.'(!9D!'.!'5(!G+&#&7+#6!*'#'(I(&'*;
"0$ 1.)(+B&!7H))(&7Q!)+*,
R5(!Z).H3!#&0!'5(!-.I3#&Q!#)(!(23.*(0!'.!G.)(+B&!7H))(&7Q!)+*,!#*!#!)(*H6'!.G!'5(+)!&.)I#6!.3()#'+&B
#7'+U+'+(*>! 45()(! '5(! 7H))(&7Q! 0(&.I+&#'+.&! 0+GG()*! G).I! '5(! 6.7#6! 7H))(&7Q>! P+&BB+'! T#6#Q*+#!
VWPTXY;R5(!Z).H3/*!#&0!'5(!-.I3#&Q/*!3.6+7+(*!#)(!'.!,((3!'5(!G.)(+B&!(275#&B(!(23.*H)(!'.!#&!
#77(3'#86(!6(U(6;

80

!"#$%&#"&#'$&()!*!+)*,&%#*#$-$!#%
.$*/&$!0$0&12&34!$&5267
!
!
589& ()!*!+)*,&/)%:&-*!*;$-$!#&"<3$+#)=$%&*!0&>",)+)$%&?+@ABCDE&
&
&
"0$! 1.)(+B&!7H))(&7Q!)+*,!"-.&'/0$
!
!
R5(!&('!H&5(0B(0!G+&#&7+#6!#**('*!#&0!G+&#&7+#6!6+#8+6+'+(*!.G!'5(!Z).H3!#&0!'5(!-.I3#&Q!'5#'!#)(!&.'
0(&.I+&#'(0!+&!'5(!GH&7'+.&#6!7H))(&7Q!#)(!#*!G.66.4*[
;L@FI
:D9J
PT

:D9=
PT

+@HIJAK
:D9J
PT

:D9=
PT

R)#0(!#&0!.'5()!)(7(+U#86(*
_.&B!`.&B!F.66#)
c+&B#3.)(!F.66#)
-5+&(*(!P(&I+&8+

! 9>DK:>:K:
!!!!!!! ! =>?==
!!!!! ! 9=>=:@

! 9>J9=>D:<
!!!!!!! !9>@DJ
!!!!! !9=>:@@

!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

!A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

-#*5!#&0!7#*5!(]H+U#6(&'*
_.&B!`.&B!F.66#)
d&+'(0!c'#'(*!F.66#)
-5+&(*(!P(&I+&8+

!!! ! =:<><=K
!!!!!!! ! K>E<9
!!! ! :=<>JD<

!!! !9KJ><J=
!!!!!!! !<>:KK
!!! !99D>EJ9

!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

R)#0(!#&0!.'5()!3#Q#86(*
_.&B!`.&B!F.66#)
c+&B#3.)(!F.66#)
-5+&(*(!P(&I+&8+

!!! ! ::@>9==
!!!!! ! ?E>9J<
!!!!!!! ! J>@KD

!!! !:?=>D<:
!!! !J=?>9JE
!!!!!!! !<>@:K

!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

!
!"#$%&%'%&()*#*+($%$),-.),-."%0#)13.."#1().%$/
R5(! G.66.4+&B! '#86(! 0(I.&*')#'(0! '5(! *(&*+'+U+'Q! .G! '5(! Z).H3/*! #&0! '5(! -.I3#&Q/*! 3).G+'! #G'()!
'#2#'+.&!'.!#!)(#*.&#86Q!3.**+86(!75#&B(!+&!_.&B!`.&B!F.66#)>!c+&B#3.)(!F.66#)>!d&+'(0!c'#'(*!F.66#)!
#&0! -5+&(*(! P(&I+&8+! (275#&B(! )#'(*! #B#+&*'! '5(! GH&7'+.&#6! 7H))(&7Q! .G! '5(! Z).H3! #&0! .G! '5(!
-.I3#&Q>!4+'5!#66!.'5()!U#)+#86(*!5(60!7.&*'#&';!R5(!Z).H3/*!#&0!'5(!-.I3#&Q/*!3).G+'!#G'()!'#2#'+.&!
4.H60! +&7)(#*(^"0(7)(#*($>! #*! #336+7#86(>! 8Q! '5(! #I.H&'*! *'#'(0! 8(6.4! +G! '5(! +&0+U+0H#6! G.)(+B&!
7H))(&7Q!5#0!*')(&B'5(&(0^4(#,(&(0!8Q!'5(!G.66.4+&B!3()7(&'#B([
!
;L@FI
+@HIJAK
-5#&B(!+&
:D9J
:D9=
:D9J
:D9=
7H))(&7Q!)#'(
"S$
PT
PT
PT
PT
_.&B!`.&B!F.66#)
c+&B#3.)(!F.66#)
d&+'(0!c'#'(*!F.66#)
-5+&(*(!P(&I+&8+

9D
9D
9D
9D

!!! !99K>@E<
!!!!! !"?>@@:$
!!!!!!!!! !KE<
!!!!! :J>K9?
!

!!! !9=:>JKE
!!!! !"J=>J?@$
!!!!!!!!! !<:<
!!!!! !99>@?K

!!!!!!!!!!!!! !A
A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

!!!!!!!!!!!!! !A
A
!!!!!!!!!!!!! !A
!!!!!!!!!!!!! !A

81

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
29.

CATEGORIES OF FINANCIAL INSTRUMENTS


Group

82

Company
2014
RM

Note

2014
RM

2013
RM

8
9

4,135,746
45,000

2,088,825
45,000

2013
RM

Financial assets
Available-for-sale:
Quoted trust funds
Other investment
Loan and receivables:
Trade and other
receivables
Cash and cash
equivalents

10

1,840,380

2,614,764

12

14,453,297

21,631,575

7,851,198

7,483,549

Financial liabilities
Other financial liabilities:
Trade and other
payables

16

454,864

916,487

18,000

15,000

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
30.

FAIR VALUE OF FINANCIAL INSTRUMENTS

(a)

Fair value of financial instruments that are carried at fair value


The following table shows an analysis of financial instruments carried at fair value by level of fair
value hierarchy:
Group

At 30 June 2014
Financial assets:
Available-for-sale
Equity instruments
quoted funds in
Malaysia

Quoted price
in active markets
for identical
instruments
(Level 1)
RM

Significant
other
observable
inputs
(Level 2)
RM

Significant
unobservable
inputs
(Level 3)
RM

Total
RM

4,135,746

4,135,746

2,088,825

2,088,825

At 30 June 2013
Financial assets:
Available-for-sale
Equity instruments
quoted funds in
Malaysia
Fair value hierarchy
The fair value measurement hierarchies used to measure financial assets and liabilities carried at fair
value in the statements of financial position as at 30 June 2014 are as follows:
(i)

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

(ii)

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or
liabilities, either directly (i.e. prices) or indirectly (i.e. derived from prices).

(iii)

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
There were no transfers between Level 1, Level 2 and Level 3 during the current financial year.
The Group and the Company do not have any financial liabilities carried at fair value classified as
above as at 30 June 2014.

83

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
30.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Contd)

(a)

Fair value of financial instruments that are carried at fair value (Contd)
Determination of fair value
Quoted equity instruments Fair value is determined by direct reference to their bid price quotations
in an active market at the end of the reporting period.

(b)

Fair value of financial instruments that are not carried at fair value and whose carrying amounts
are reasonable approximation of fair value
The following are classes of financial instruments that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value:
Group

Trade and other receivables


Cash and cash equivalents
Trade and other payables

2014
RM
1,840,380
14,453,297
454,864

Company
2013
RM
2,614,764
21,631,575
916,487

2014
RM
7,851,198
18,000

2013
RM
7,483,549
15,000

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair
values, due to their short term nature.
It was not practicable to estimate the fair value of the Groups investment in club membership due to
the lack of comparable quoted prices in an active market and the fair value cannot be reliably
measured.
31.

CAPITAL MANAGEMENT
The Groups and the Companys objectives when managing capital are to safeguard the Groups and
the Companys abilities to continue as going concerns and to maintain optimal capital structures so as
to maximise shareholder value. The Groups and the Companys policies are to maintain an adequate
capital base so as to maintain investor, creditor and market confidence and to sustain future business
developments. The Group and the Company fund their operations and growth through internally
generated funds.
The management does not set a target level of gearing but uses capital opportunistically to support its
business and to add value for shareholders. The key discipline adopted is to widen the margin between
the return on capital employed and the cost of that capital.
There was no change in the Groups and the Companys approaches to capital management during the
financial year.
The Group and the Company have no external borrowings. The debt-to-adjusted capital ratio does not
provide a meaningful indicator of the risk of borrowings.

84

NOTES TO THE FINANCIAL STATEMENTS


YEAR ENDED 30 JUNE 2014
32.

SUPPLEMENTARY INFORMATION ON REALISED AND UNREALISED PROFITS OR


LOSSES
The retained profits as at the end of the reporting period may be analysed as follows:
Group
Total retained profits:
- Realised
- Unrealised
Total retained profits as
per consolidated financial
statements

Company

2014
RM
11,829,441
(32,644)

2013
RM
15,700,001
(27,381)

2014
RM
405,850
-

2013
RM
2,134,484
-

11,796,797

15,672,620

405,850

2,134,484

The supplementary information on realised and unrealised profits or losses has been prepared in
accordance with Guidance on 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, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive
of Bursa Malaysia Securities Berhad.

85

!"#$%&'()*(&$+!"!(,-),"-#.
$'($#(/0(12+"(3045

86

!"#$"%&'#"(

)(*&+%'(,#-.'%#/0(,1/(231

4#56'%#/(
(
(
((((((

)(789(:6-6/(2;(<=8(
((>6?6/(2.@%'(;6A6/B(C?60(
((7DEF<(!&'6-%/B(:6A6(
((,&-6/B#"(G6".-(C306/

G&05"%$'%#/(

)(EH0'#"&A(03#$(#II%5&

J$$"#+%?6'&(JB&
KI(2.%-1%/B(

)(8F(A&6"0

C+%0'%/B(L0&(

)(KII%5&

>#'6-(46/1(J"&6(

)(EMNO7(0P(?

>#'6-(2.%-1H.$(J"&6(

)(Q8EO<7(0P(?

>&/."&(

)(R"&&3#-1

S&'(2##@(T6-.&(

)(*;89FQ89EQU

G6'&(#I(65P.%0%'%#/
="&V6-.6'%#/(

)(EF(J.B.0'(8FF<

$+$&.'%'()*('6$-"6)&!%+7'
$'($#(/0('",#"89"-(3045
J.'3#"%0&1(,36"&(W6$%'6-((
X00.&1(6/1(I.--A($6%1H.$(
(W-600(#I(,36"&0((
T#'%/B(*%B3'0(

*;8U9FFF9FFFOFF
*;<N9QEE9EEEOFF(YX/5-.0%V&(#I(N9F8898FF(>"&60."A(,36"&0Z(( (
K"1%/6"A(036"&0(#I(*;FO<F(&653
K/&(V#'&($&"(#"1%/6"A(036"&(

!:;<=:>?<:@A(@B(;CD=EC@FG:AH;
(((((((((((((((,%[&(#I(036"&3#-1%/B0(
( 4&00('36/(<FF(
( <FF(H(<9FFF(
( <9FF<(H(<F9FFF(
( <F9FF<(H(<FF9FFF(
( <FF9FF<(6/1('#(-&00('36/(U](#I(%00.&1(036"&0(
( U](6/1(6^#V&(#I(%00.&1(036"&0(
( >#'6-(

S#O(#I(\#-1&"0(
](
U8(
7OFQ(
77E( E7ONU(
EUQ( 8NO8U(
E87( 8UO7Q(
QF(
DOFN(
E(
FO87(
<98D<( <FFOFF(

S#O(#I(,36"&0(
](
8987Q(
FOFF
<FU9UDM(
FOFM(
89FNN9UQN(
<O<U(
<<9DD<9UUF(
MOUF(
MM9DQ<9QEE( EMON7(
<FF9UU<988D( UUO7M(
<N<9E<<9<EE( <FFOFF

&:;<(@B(<@I(/0(FD=HE;<(;CD=EC@FGE=;
+DJE(@B('CD=EC@FGE=;(

+@K(@B('CD=E;(

( <O( *C_X>(TCS>L*C(,GS(2\G(

DF9EM<988D(

ENON<

( 8O( `4K2J4(\J*>J2L;X(,GS(2\G(

8F9MQF9FFF(

<<O7<

( EO( WX;,CW(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
WX;2(2JSa(RK*(aLJ\(\LS(4XJS`(Y;bF8D<Z(
( (

Q9UFF9FFF(
(

UO87(
(

( 7O(( 2C*:JbJ(,K;!K(XS,L*JSWC(2C*\JG(

Q9FFF9FFF(

7OQM

( UO( aCSJS`J(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
( (
!4CG`CG(,CWL*X>XC,(JWWKLS>(RK*(aLJ\(\LS(4XJS`(YFF<Z(

N9UUD9EFF(
(

7OD8((
(

( MO(( WX;,CW(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
WX;2(RK*(,CKc(4LS(\KK(d(,CKc(cJ\(W\KS`(Y!2Z(
( (

N9<FF9FFF(
(

7O7D
(

( DO(( ;C*W,CW(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
!4CG`CG(,CWL*X>XC,(JWWKLS>(RK*(J2GL4(;L*JG(2XS(a\J4XG(
( (

M9QFF9FFF(

EON<

( NO( :J,KS(bJc(W\CLa(\XS`(

E9<QQ9NFF(

<ODM

( QO( WJ*>J2JS(SK;XSCC,(YJ,XS`Z(,GS(2\G(
C_C;!>(JS(RK*((,>JSGJ*G(W\J*>C*CG(2JSa(,XS`J!K*C(2*JSW\((
( (

89MUF9FFF(

<O7M

Y,`(!T2(W4(JWZ

<FO( \,2W(SK;XSCC,(YJ,XS`Z(,GS(2\G(
(
( C_C;!>(JS(RK*(W*CGX>(,LX,,C(Y,`(2*H>,>HJ,XS`Z(

89UN<9DFF(
(

<O78
(

( <<O( W\KS`(\KS(;XS(

<97E<9MMD(

FODQ

( <8O( bJS`(RJ>X;J\(2XS>X(;K\G(!XJ\(

<9FNF9FFF(

FOMF

( <EO( ;K\G(GJLG(2XS(,J;,LGGXS(

<9FFF9FFF(

FOUU

( <7O( *C_X>(TCS>L*C(,GS(2\G(

<9FFF9FFF(

FOUU

N7U9FFF(

FO7D

( <UO( *\2(WJ!X>J4(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
( (
!4CG`CG(,CWL*X>XC,(JWWKLS>(RK*(J\;JG(:K\J*X(2XS(J2GL4(*JeJa(
(

( <MO(

( (

YWC2Z(

WX;,CW(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
WX;2(2JSa(RK*(`JS(aKS`(\XKa(Y;U8F<QZ

DQQ9FFF(

FO77

87

$+$&.'%'()*('6$-"6)&!%+7'
$'($#(/0('",#"89"-(3045
+DJE(@B('CD=EC@FGE=;(

+@K(@B('CD=E;(

( <DO( JRRXS(\cJS`(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(

DMU9FFF(

FO78

( <NO( >CS`(cKKS(,KKS((

D8N9FFF(

FO7F

( <QO( W\XCS`(S`CC(bCc(W4XRRK*G(

D<F9FFF(

FOEQ

( 8FO( >JS(aX;(\CS`(

M7897FF(

FOEU

( 8<O( 4X;(J\(SKKX(

M<89FFF(

FOE7

( 88O( JRRXS(\cJS`(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
( (
!4CG`CG(,CWL*X>XC,(JWWKLS>(RK*(W\XCS`(XS`(;LX(

MFF9FFF(
(

FOEE

( 8EO( >JS(,CC(aXJS(

7NF9FFF(

FO8M

( 87O( W\JS(`X;(\XS(

7MF9FFF(

FO8U

( 8UO( !K(4Jb(aXJS(

77F9FFF(

FO87

( 8MO( cCC(:CJa(aKKS(d(cCC(!CWa(aKKS(

78U9FFF(

FO8E

( 8DO( a\K*(;CKc(,XJS`(

7<Q9QFF(

FO8E

( 8NO( W\JS(`X;(\XS(

7FF9FFF(

FO88

( 8QO( WX;,CW(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(

7FF9FFF(

FO88

7FF9FFF(

FO88

( (

WX;2(2JSa(RK*(,\J*XRLGGXS(2XS(J2GL4(cJ\J2(Y;aFF8UZ

( EFO( >J(SK;XSCC,(Y>C;!J>JSZ(,GS(2\G(
( (

!4CG`CG(,CWL*X>XC,(JWWKLS>(RK*(W\XJ;(\JS(>cCC

'?>;<DA<:DF('CD=EC@FGE=;
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((!:=EM<('CD=EC@FG:AH((((((((((((((((((((((((%AG:=EM<('CD=EC@FG:AH
+DJE(@B('CD=EC@FGE=;(
*&+%'(T&/'."&(,1/O(231O(
`-#^6-(\6"'6^.?%(,1/O(231O(
a.63(\./(4%6/B(
G6'#f(J^1.-(;."61(2%/(a36-%1(
G6'.@(W3./B(\#/(W3&#/B(
,%(>3#(b#@&(;&/B(
;#31(J[?%-(2%/(G6'#f(J^1.-(;."61(

+@K(@B('CD=E;(

L(

+@K(@B('CD=E;(

D<9EM<988D(
8F9MQF9FFF(
<N9FUD9EFF(
M9QFF9FFF(
88E9EE7(
F(
F(

EQOEM(
<<O7<(
QOQM(
EON<(
FO<8(
FOFF(
FOFF(

F(
F(
F(

FOFF
FOFF
FOFF
<<O7<
EQOEM
EQOEM
<<O7<

Y^Z(

8F9MQF9FFF(
Y6Z(
D<9EM<988D(
Y6Z
D<9EM<988D( (
Y^Z
8F9MQF9FFF( (

!:=EM<@=;N('CD=EC@FG:AH;
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((!:=EM<('CD=EC@FG:AH((((((((((((((((((((((((((((%AG:=EM<('CD=EC@FG:AH
+DJE(@B(!:=EM<@=;(
G6'.@(SB(a6?(W3%.(
G6'.@(W3./B(\#/(W3&#/B(
,%(>3#(b#@&(;&/B(
G6'#f(J^1.-(;."61(2%/(a36-%1(
a.63(\./(4%6/B(

+@K(@B('CD=E;(

L(

+@K(@B('CD=E;(

8MN9FFF(
88E9EE7(
F(
M9QFF9FFF(
<N9FUD9EFF(

FO<U(
FO<8(
FOFF(
EON<(
QOQM(

M9<FF( (
Y6Z
D<9EM<988D( (
Y6Z
D<9EM<988D( (
Y^Z
8F9MQF9FFF( (
F(

FOFF
EQOEM
EQOEM
<<O7<
FOFF

Y5Z

!"#$%&'
()*&&&&&&&&&&&&&+$$,$-&./#$0$%#$-&12&3.0#4$&"5&6.%&%6)0$6"7-./8&./&9$:.#&;$/#40$&<-/=&>6-=&?40%4)/#&#"&<$@#."/&AB&"5&#6$&C",?)/.$%&B@#D&EFAG&(H#6$&B@#I*=
(1*&&&&&&&&&&&&&+$$,$-&./#$0$%#$-&12&3.0#4$&"5&6.%&%6)0$6"7-./8&./&J7"1)7&K)0#)14,.&<-/=&>6-=&?40%4)/#&#"&<$@#."/&AB&"5&#6$&B@#=
(@*&&&&&&&&&&&&&+$$,$-&./#$0$%#$-&12&3.0#4$&"5&6.%&@6.7-0$/L%&%6)0$6"7-./8%&?40%4)/#&#"&<$@#."/&EMN&"5&#6$&B@#=

88

+)#%O"()*($++2$&(7"+"-$&(8""#%+7

+)#%O"( %'( 6"-"9.( 7%P"+( '36'( '3&( >&/'3(J//.6-( `&/&"6-( ;&&'%/B( #I( '3&( W#?$6/A( g%--( ^&( 3&-1( 6'(
`"&&/0( X9( W-.^( \#.0&9( >"#$%56/6( `#-I( h( W#./'"A( *&0#"'9( :6-6/( a&-6^( >"#$%56/69( 7D7<F( !&'6-%/B( :6A69(
,&-6/B#"(G6".-(C306/(#/(;#/16A9(87(S#V&?^&"(8F<7(6'(QOEF(6O?O(I#"('3&(I#--#g%/B($."$#0&0)(H
$7"+!$
$'()-!%+$-.(92'%+"''Q
<

>#("&5&%V&('3&(J.1%'&1(R%/6/5%6-(,'6'&?&/'0(I#"('3&(I%/6/5%6-(A&6"(&/1&1(EF(:./&(
8F<7('#B&'3&"(g%'3('3&(*&$#"'0(#I('3&(G%"&5'#"0(6/1(J.1%'#"0('3&"&#/O

8O

>#( "&H&-&5'( '3&( I#--#g%/B( G%"&5'#"0( g3#( "&'%"&( $."0.6/'( '#(J"'%5-&( Q7( #I( '3&(
W#?$6/Af0( J"'%5-&0( #I( J00#5%6'%#/( 6/1( ^&%/B( &-%B%^-&( #II&"( '3&?0&-V&0( I#"(
"&H&-&5'%#/)H
Y6Z(G6'#f(J^1.-(;."61(2%/(a36-%1
Y^Z(;"O(a.63(\./(4%6/B

!-&60&("&I&"('#
C+$-6/6'#"A(
S#'&(Y6Z

*&0#-.'%#/(<
*&0#-.'%#/(8

EO

>#( 6$$"#V&( '3&( $6A?&/'( #I( G%"&5'#"0f( I&&0( 6?#./'%/B( '#( *;QM9FFF( I#"( '3&(
I%/6/5%6-(A&6"(&/1&1(EF(:./&(8F<7O

*&0#-.'%#/(E

7O

>#("&H6$$#%/'(;&00"0(,&@36"(h(>6/(60(J.1%'#"0(#I('3&(W#?$6/A(6/1('#(6.'3#"%0&(
'3&(G%"&5'#"0('#(I%+('3&%"("&?./&"6'%#/O

*&0#-.'%#/(7

$'(',"O%$&(92'%+"''Q
>#(5#/0%1&"(6/1(%I('3#.B3'(I%'9('#($600('3&(I#--#g%/B("&0#-.'%#/0)H
UO

)=G:AD=R( -E;@F?<:@A( S( $?<C@=:<R( <@( %;;?E( DAG( $FF@<( 'CD=E;( ,?=;?DA<( <@(
'EM<:@A(4/3!(@B(<CE(O@JIDA:E;($M<T(4UVW

*&0#-.'%#/(U

i#6$#9( 0.^j&5'( '#( '3&( W#?$6/%&0( J5'9( <QMU( Yi'3&( J5'kZ9( '3&( J"'%5-&0( #I(
J00#5%6'%#/( #I( '3&( W#?$6/A( 6/1( '3&( 6$$"#V6-0( #I( '3&( "&-&V6/'(
B#V&"/?&/'6-="&B.-6'#"A( 6.'3#"%'%&09( g3&"&( 0.53( 6$$"#V6-( %0( /&5&006"A9( '3&(
G%"&5'#"0(^&(6/1(6"&(3&"&^A(&?$#g&"&1($."0.6/'('#(,&5'%#/(<E8G(#I('3&(J5'9('#(
%00.&( 036"&0( %/( '3&( W#?$6/A9( I"#?( '%?&( '#( '%?&( 6/1( .$#/( 0.53( '&"?0( 6/1(
5#/1%'%#/0(6/1(I#"(0.53($."$#0&0('3&(G%"&5'#"0(?6A(1&&?(I%'(6/1(&+$&1%&/'(%/('3&(
%/'&"&0'(#I('3&(W#?$6/A9($"#V%1&1('36'('3&(6BB"&B6'&(#I(/.?^&"(#I(036"&0(%00.&1(
$."0.6/'('#('3%0("&0#-.'%#/(1#&0(/#'(&+5&&1(<F](#I('3&(%00.&1(6/1($6%1H.$(56$%'6-(
#I('3&(W#?$6/A(I#"('3&('%?&(^&%/B(6/1('36'(0.53(6.'3#"%'A(036--(5#/'%/.&('#(^&(%/(
I#"5&(./'%-('3&(5#/5-.0%#/(#I('3&(/&+'(J//.6-(`&/&"6-(;&&'%/B(#I('3&(W#?$6/AOk
MO

)=G:AD=R(-E;@F?<:@A(S(,=@I@;EG(-EAEXDF(@B($?<C@=:<R(B@=(<CE(,?=MCD;E(>R(
<CE(O@JIDAR(@B(:<;(@XA('CD=E;
i#6$#(0.^j&5'('#('3&(W#?$6/%&0(J5'9(<QMU9('3&(J"'%5-&0(#I(J00#5%6'%#/(#I('3&(
W#?$6/A9( '3&( 4%0'%/B( *&P.%"&?&/'0( #I( 2."06( ;6-6A0%6( ,&5."%'%&0( 2&"361(
Yi2."06( ,&5."%'%&0kZ( I#"( '3&(JWC( ;6"@&'( 6/1( '3&( 6$$"#V6-( #I( 0.53( "&-&V6/'(
B#V&"/?&/'6-( 6/1=#"( "&B.-6'#"A( 6.'3#"%'%&0( g3&"&( /&5&006"A9( '3&( W#?$6/A( ^&(
6/1(%0(3&"&^A(6.'3#"%0&1('#($."5360&(%'0(#g/(036"&0(#I(*;FO<F(&653(Yi,36"&0kZ(
#/( '3&( JWC( ;6"@&'( #I( 2."06( ,&5."%'%&0( 6'( 6/A( '%?&9( .$#/( 0.53( '&"?0( 6/1(
5#/1%'%#/0(60('3&(G%"&5'#"0(036--(%/('3&%"(1%05"&'%#/(1&&?(I%'(6/1(&+$&1%&/'(%/('3&(
^&0'(%/'&"&0'0(#I('3&(W#?$6/A($"#V%1&1('36')

*&0#-.'%#/(M

89

+)#%O"()*($++2$&(7"+"-$&(8""#%+7

Y6Z((((('3&(6BB"&B6'&(/.?^&"(#I(,36"&0(g3%53(?6A(^&($."5360&1($."0.6/'('#('3%0((
((((((((("&0#-.'%#/(1#&0(/#'(&+5&&1('&/($&"5&/'(Y<F]Z(#I('3&(%00.&1(6/1($6%1H(.$(
(((((((((036"&0(56$%'6-(#I('3&(W#?$6/A(6'('3&('%?&(#I($."5360&l(6/1
Y^Z((((('3&(?6+%?.?(I./10('#(^&(6--#56'&1(^A('3&(W#?$6/A(I#"('3&($."5360&(#I(
(((((((((,36"&0(036--(/#'(&+5&&1('3&('#'6-("&'6%/&1($"#I%'0(6/1=#"(036"&($"&?%.?(#I(
(((((((((('3&(W#?$6/A(6'('3&('%?&(#I('3&(06%1($."5360&l
#6$#9(.$#/('3&($."5360&(^A('3&(W#?$6/A(#I(%'0(#g/(,36"&09('3&(2#6"1(^&(6/1(
6"&(3&"&^A(6.'3#"%0&1('#)H
Y%Z((((((56/5&-(6--(#"($6"'(#I('3&(,36"&0(0#($."5360&1l(6/1=#"
Y%%Z((((("&'6%/(6--(#"($6"'(#I('3&(,36"&0(0#($."5360&1(60(>"&60."A(,36"&0l(6/1=#"
Y%%%Z((((1%0'"%^.'&('3&(>"&60."A(,36"&0(60(036"&(1%V%1&/10('#('3&(W#?$6/Af0(
((((((((((036"&3#-1&"0(I#"('3&('%?&(^&%/B(6/1=#"("&0&--('3&(>"&60."A(,36"&0(#/(2."06(
((((((((((,&5."%'%&0O
#6$#9(0.53(6.'3#"%'A(036--(5#??&/5&(.$#/('3&($600%/B(#I('3%0("&0#-.'%#/(6/1(
036--(5#/'%/.&('#(^&(%/(I#"5&(./'%-)H
Y6Z((((('3&(5#/5-.0%#/(#I('3&(/&+'(J//.6-(`&/&"6-(;&&'%/B(YiJ`;kZ(#I('3&(
((((((((((W#?$6/A(6'(g3%53('%?&('3&(6.'3#"%'A(036--(-6$0&(./-&00(^A(#"1%/6"A(
(((((((((("&0#-.'%#/($600&1(6'('36'(?&&'%/B('3&(6.'3#"%'A(%0("&/&g&1(&%'3&"(
((((((((((./5#/1%'%#/6--A(#"(0.^j&5'('#(5#/1%'%#/0l(#"
Y^Z((((('3&(&+$%"6'%#/(#I('3&($&"%#1(g%'3%/(g3%53('3&(/&+'(J`;(%0("&P.%"&1(^A(-6g(
(((((((((('#(^&(3&-1l(#"
Y5Z((((("&V#@&1(#"(V6"%&1(^A(#"1%/6"A("&0#-.'%#/($600&1(^A('3&(036"&3#-1&"0(#I('3&(
((((((((((W#?$6/A(%/(6(B&/&"6-(?&&'%/Bl
g3%53&V&"(#55."0(I%"0'9(^.'(/#'(0#(60('#($"&j.1%5&('3&(5#?$-&'%#/(#I($."5360&(^A(
'3&(W#?$6/A(^&I#"&('3&(6I#"&06%1(&+$%"A(16'&(6/1(%/(6/A(&V&/'9(%/(655#"16/5&(
g%'3('3&($"#V%0%#/0(#I('3&(B.%1&-%/&0(%00.&1(^A(2."06(,&5."%'%&0(6/1(6/A(#'3&"(
"&-&V6/'(6.'3#"%'Al
$+!(#6$#9(6.'3#"%'A(^&(6/1(%0(3&"&^A(B%V&/('#('3&(G%"&5'#"0(#I('3&(W#?$6/A(
6/1=#"(6/A(#/&(#I('3&?('#(5#?$-&'&(6/1(1#(6--(0.53(65'0(6/1('3%/B0(60('3&A(?6A(
5#/0%1&"(/&5&006"A(#"(&+$&1%&/'(%/('3&(^&0'(%/'&"&0'(#I('3&(W#?$6/A9(%/5-.1%/B(
&+&5.'%/B( 6--( 0.53( 1#5.?&/'0( 60( ?6A( ^&( "&P.%"&1( #"( /&5&006"A( 6/1( g%'3( I.--(
$#g&"0('#(600&/'('#(6/A(5#/1%'%#/09(?#1%I%56'%#/09(V6"%6'%#/0(6/1=#"(6?&/1?&/'0(
Y%I(6/AZ(60('3&(G%"&5'#"0(%/('3&%"(1%05"&'%#/(1&&?(%'(6/1(&+$&1%&/'('#(B%V&(&II&5'('#(
'3&( 6I#"&06%1( $."5360&( 5#/'&?$-6'&1( 6/1=#"( 6.'3#"%0&1( ^A( '3%0( K"1%/6"A(
*&0#-.'%#/Ok
DO

>#('"6/065'(6/A(#'3&"(^.0%/&00(I#"(g3%53(1.&(/#'%5&(036--(36V&(^&&/(B%V&/O

2A(K"1&"(#I('3&(2#6"1
S`(\CS`(\KKX(Y;JXW,J(DF7N7Q8Z(
cKS`(;CC(aXJ>(Y;JXW,J(DFUNN<EZ(
:JSC(KS`(,L(!XS`(Y;JXW,J(DFUQQ7MZ(
W#?$6/A(,&5"&'6"%&0
G6'&1)(E<(K5'#^&"(8F<7

90

+)#%O"()*($++2$&(7"+"-$&(8""#%+7

+@<E;QS
Y%Z

K/-A( ?&?^&"0( g3#0&( /6?&0( 6$$&6"( %/( '3&( *&5#"1( #I( G&$#0%'#"0( 60( 6'( <N'3( S#V&?^&"( 8F<7((((((((((((((((
g%--(^&(&/'%'-&1('#(6''&/1(6/1(V#'&(6'('3&(;&&'%/BO

Y%%Z

J(?&?^&"(#I('3&(W#?$6/A(&/'%'-&1('#(6''&/1(6/1(V#'&(6'('3&(?&&'%/B(%0(&/'%'-&1('#(6$$#%/'(/#'(?#"&(
'36/('g#(Y8Z($"#+%&0('#(6''&/1(6/1(V#'&(%/(3%0(0'&61O(c3&"&(6(?&?^&"(6$$#%/'0('g#($"#+%&09('3&(
6$$#%/'?&/'( 036--( ^&( %/V6-%1( ./-&00( '3&( ?&?^&"( 0$&5%I%&0( '3&( $"#$#"'%#/( #I( 3%0( 3#-1%/B0( '#( ^&(
"&$"&0&/'&1(^A(&653($"#+AO(>3&($"#V%0%#/(#I(,&5'%#/(<7QY<ZY^Z(#I('3&(W#?$6/%&0(J5'9(<QMU(036--(/#'(
6$$-AO

Y%%%Z

c3&"&(6(?&?^&"(#I('3&(W#?$6/A(%0(6/(&+&?$'(6.'3#"%0&1(/#?%/&&(60(1&I%/&1(./1&"('3&(,&5."%'%&0(
X/1.0'"A(YW&/'"6-(G&$#0%'#"%&0Z(J5'9(<QQ<(g3%53(3#-10(#"1%/6"A(036"&0(%/('3&(W#?$6/A(I#"(?.-'%$-&(
^&/&I%5%6-( #g/&"0( %/( #/&( Y<Z( 0&5."%'%&0( 655#./'( YiK?/%^.0(J55#./'kZ9( '3&"&( %0( /#( -%?%'( '#( '3&(
/.?^&"(#I($"#+%&0(g3%53('3&(&+&?$'(6.'3#"%0&1(/#?%/&&(?6A(6$$#%/'(%/("&0$&5'(#I(&653(K?/%^.0(
J55#./'(%'(3#-10O

Y%VZ

>3&(%/0'".?&/'(6$$#%/'%/B(6($"#+A(036--(^&(%/(g"%'%/B(./1&"('3&(36/1(#I('3&(6$$#%/'#"(#"(#I(3%0(
6''#"/&A(1.-A(6.'3#"%0&1(%/(g"%'%/B9(#"(%I('3&(6$$#%/'#"(%0(6(5#"$#"6'%#/9(&%'3&"(./1&"(%'0(5#??#/(0&6-(
#"('3&(36/1(#I(%'0(#II%5&"(#"(%'0(1.-A(6.'3#"%0&1(6''#"/&AO

YVZ

>3&(%/0'".?&/'(6$$#%/'%/B(6($"#+A(036--(^&(1&$#0%'&1(6'('3&(*&B%0'&"&1(KII%5&(#I('3&(W#?$6/A(6'(
4#'(MOFN9(M'3(R-##"9(!-6[6(R%"0'(S6'%#/g%1&9(S#O(<M<9(:6-6/(>./(\O,O(4&&9(UFFFF(a.6-6(4.?$."9(/#'(
-&00( '36/( I#"'AH&%B3'( Y7NZ( 3#."0( ^&I#"&( '3&( '%?&( I#"( 3#-1%/B( '3&( ?&&'%/B( #"( 6'( 6/A( 61j#."/?&/'(
'3&"&#IO

"ZIFDAD<@=R(+@<E;(@A('IEM:DF(9?;:AE;;QS
Y6Z

>3%0(JB&/16(%'&?(%0(?&6/'(I#"(1%05.00%#/(#/-A9(60('3&($"#V%0%#/(#I(,&5'%#/(<MQY<Z(#I('3&(W#?$6/%&0(
J5'9( <QMU( 1#&0( /#'( "&P.%"&( 6( I#"?6-( 6$$"#V6-( #I( '3&( 036"&3#-1&"0( I#"( '3&( J.1%'&1( R%/6/5%6-(
,'6'&?&/'0O(\&/5&9('3%0(JB&/16(%0(/#'($.'(I#"g6"1(I#"(V#'%/BO

Y^Z

-E;@F?<:@A(W(S($?<C@=:<R(<@(%;;?E(DAG($FF@<('CD=E;(,?=;?DA<(<@('EM<:@A(4/3!(@B(<CE(O@JIDA:E;(
$M<T(4UVW
!."0.6/'( '#( ,&5'%#/( <E8G( #I( '3&(J5'9( '3&( K"1%/6"A( *&0#-.'%#/( S#O( U9( %I( $600&1( g%--( B%V&( '3&(
G%"&5'#"0(#I('3&(W#?$6/A(I"#?('3&(16'&(#I('3&(6^#V&(?&&'%/B9(6.'3#"%'A('#(%00.&(6/1(6--#'(#"1%/6"A(
036"&0(I"#?('3&(./%00.&1(56$%'6-(#I('3&(W#?$6/A(I#"(0.53($."$#0&0(60('3&(G%"&5'#"0(5#/0%1&"(g#.-1(
^&(%/('3&(%/'&"&0'(#I('3&(W#?$6/AO(>3&(6.'3#"%'A(g%--9(./-&00("&V#@&1(#"(V6"%&1(^A('3&(W#?$6/A(%/(
`&/&"6-(;&&'%/B9(&+$%"&(6'('3&(/&+'(J`;O
>3&(W#?$6/A(%0(0&&@%/B('3&(6$$"#V6-(I"#?(036"&3#-1&"0(#/('3&("&/&g6-(#I('3&(6^#V&(?6/16'&(I#"(
'3&( $."$#0&( #I( $#00%^-&( I./1( "6%0%/B( &+&"5%0&( %/5-.1%/B( ^.'( /#'( -%?%'&1( '#( I."'3&"( $-65&?&/'( #I(
036"&0(I#"(g#"@%/B(56$%'6-("&P.%"&?&/'0O(>3&(W#?$6/A(1%1(/#'(&+&"5%0&('3&(?6/16'&(./1&"(,&5'%#/(
<E8G(#I('3&(J5'(B%V&/(^A('3&(036"&3#-1&"0(6'('3&(S%/'3(J`;(3&-1(#/(88(S#V&?^&"(8F<EO

Y5Z

-E;@F?<:@A(V(S(,=@I@;EG(-EAEXDF(@B($?<C@=:<R(B@=('CD=E(9?RS9DMY
>3&(!"#$#0&1(*&0#-.'%#/(M9(%I($600&19(g%--(&?$#g&"('3&(G%"&5'#"0(#I('3&(W#?$6/A('#($."5360&('3&(
,36"&0(.$('#('&/($&"5&/'(Y<F]Z(#I('3&(%00.&1(6/1($6%1H.$(036"&(56$%'6-(#I('3&(W#?$6/A(^A(.'%-%0%/B(
'3&( I./10( 6--#56'&1( g3%53( 036--( /#'( &+5&&1( '3&( '#'6-( "&'6%/&1( &6"/%/B0( #I( '3&( W#?$6/AO( R."'3&"(
%/I#"?6'%#/(#/('3&(!"#$#0&1(,36"&(2.AH265@(%0(0&'(#.'(%/('3&(,'6'&?&/'('#(,36"&3#-1&"0(16'&1(E<(
K5'#^&"(8F<79(g3%53(%0(1%0$6'53&1('#B&'3&"(g%'3('3&(W#?$6/Af0(J//.6-(*&$#"'(8F<7O

91

This page has been deliberately left blank

REXIT BERHAD (Company No. 668114-K)


(Incorporated in Malaysia)
FORM OF PROXY
I/We___________________________________________________________________(NRIC No. _________________________________________)
(Full name in block letters)
of ______________________________________________________________________________________________________________________
being a member/members of REXIT BERHAD, hereby appoint ______________________________________________________________________
(Full name in block letters)
(NRIC No. ____________________________________) of_________________________________________________________________________
or failing him,_____________________________________________________________(NRIC No. _______________________________________)
(Full name in block letters)
of ______________________________________________________________________________________________________________________
or failing him, the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Tenth Annual
General Meeting of the Company to be held at Greens I, Club House, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya,
Selangor Darul Ehsan on Monday, 24 November 2014 at 9.30 a.m. and at any adjournment thereof, in the manner indicated below:Resolutions

For

1.

To re-elect Dato Abdul Murad Bin Khalid as Director.

2.

To re-elect Mr. Kuah Hun Liang as Director.

3.

To approve the payment of Directors fees for the financial year ended 30 June 2014.

4.

To re-appoint Messrs Sekhar & Tan as Auditors of the Company and to authorise the Directors
to fix their remuneration.

5.

Authority to Issue and Allot Shares pursuant to Section 132D of the Companies Act, 1965.

6.

Proposed Renewal of Authority for the Share Buy-Back.

Against

Please indicate with an X how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his
discretion.
If appointment of proxy is under hand
________________________________
Signed by *individual member/*officer or
attorney of member/*authorised nominee
of ________________________________
(beneficial owner)

No. of Shares held : ________________


Securities Account No :
________________________________
(CDS Account No.)
(Compulsory)
Date :

_______________
Director/Secretary

in its capacity as *member/*attorney of


member/*authorised nominee of

No. of Shares : _______________


Percentage : ________________%

The Common Seal of

______________
Director

First Proxy

Seal

If appointment of proxy is under seal

________________________________was
hereto affixed in accordance with its
Articles of Association in the presence of :-

The proportions of my/our holding to be


represented by my/our proxies are as
follows:-

Second Proxy
No. of Shares held : ________________

No. of Shares : _______________


Percentage : _______________%

Securities Account No :
_________________________________
(CDS Account No.)
(Compulsory)
Date :

________________________________
(beneficial owner)

Notes:(i)

(ii)

(iii)
(iv)

A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead.
Where a member appoints two proxies, the appointment shall be invalid unless the member specifies the proportion of his holdings to be represented by
each proxy. The provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 which holds
ordinary shares in the Company for multiple beneficial owners in one (1) securities account (Omnibus Account), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a
corporation, either under its common seal or the hand of its officer or its duly authorised attorney.
th
The instrument appointing a proxy shall be deposited at the Registered Office of the Company at Lot 6.08, 6 Floor, Plaza First Nationwide, No. 161, Jalan
Tun H.S. Lee, 50000 Kuala Lumpur, not less than forty-eight (48) hours before the time for holding the meeting or at any adjournment thereof.

Please strike out whichever inapplicable.

Please Fold Here

Stamp

The Company Secretary


REXIT BERHAD (668114-K)
LOT 6.08, 6TH FLOOR
PLAZA FIRST NATIONWIDE
NO.161, JALAN TUN H.S. LEE
50000 KUALA LUMPUR

Please Fold Here

You might also like