Professional Documents
Culture Documents
CONTENTS
Corporate Information
Corporate Structure
Chairmans Statement
10
Other Information
17
19
24
Financial Statements
26
Analysis of Shareholdings
119
121
123
Proxy Form
enclosed
CORPORATE INFORMATION
BOARD OF DIRECTORS
Dato Bahari bin Haron
Chai Ko Thing
PRINCIPAL OFFICER
Jarnail Singh A/L Ram Singh
AUDIT COMMITTEE
Wan Azmi bin Wan Abd Rahman
Chai Ko Thing
Ong Tee Kein
Chairman
Member
Member
NOMINATION COMMITTEE
Dato Bahari bin Haron
Chai Ko Thing
Wan Azmi bin Wan Abd Rahman
Chairman
Member
Member
REMUNERATION COMMITTEE
Dato Bahari bin Haron
Chai Ko Thing
Wan Azmi bin Wan Abd Rahman
Chairman
Member
Member
COMPANY SECRETARIES
Tan Tong Lang (MAICSA 7045482)
Chong Voon Wah (MAICSA 7055003)
Jauhari bin Haron (LS03681)
REGISTERED OFFICE
Ground Floor, 8 Lorong Universiti B,
Section 16,
46350 Petaling Jaya,
Selangor Darul Ehsan
Tel.No :
Fax.No.:
03-7956 5889
03-7958 7889
WEBSITE
www.patimas.com
Tel.No :
Fax.No.:
03-7880 3961
03-7886 7391
Tel.No :
Fax.No.:
03-8994 1818
03-8994 2288
REGISTRAR
Boardroom Corporate Services (KL) Sdn Bhd
Lot 6.05, Level 6, KPMG Tower,
8 First Avenue, Bandar Utama,
47800 Petaling Jaya,
Tel. No.:03-7720 1188
Selangor Darul Ehsan
Fax. No.:03-7720 1111
AUDITORS
Hasnan THL Wong & Partners
10 Lorong Universiti B,
Section 16,
46350 Petaling Jaya,
Selangor Darul Ehsan
PRINCIPAL BANKERS
Malayan Banking Berhad
RHB Bank Berhad
CORPORATE STRUCTURE
AsatAugust2013
Unlessotherwisestated,100%owned
Chai Ko Thing
Independent Non-Executive Director
Mr. Chai Ko Thing, a Malaysian aged 42, was appointed to the Board of Patimas on 16 October 2012. Mr.
Chai graduated with a Bachelor of Laws (LL.B) from the University of London and holds a Certificate in
Legal Practice. He was called to the Malaysian Bar in 1996 and is currently a partner in a legal firm, a
position he assumed since 1998. His area of practice is corporate and commercial matters including
corporate transactions, banking and finance, joint ventures and advisory.
He has no family relationship with any other Directors or major shareholders of Patimas, no conflict of
interest with Patimas and has no convictions for offences within the past 10 years.
CHAIRMANS STATEMENT
On behalf of the Board of Directors of Patimas Computers Berhad (Patimas or the Company) I present
to you the Annual Report and the Audited Financial Statements of Patimas Group for the financial year
ended 31 March 2013.
Highlights
The financial year ended 31 March 2013 was another challenging and trying year for the Patimas Group
since the discovery of significant accounting and audit findings/queries (Significant Audit Findings) in the
accounts of the Patimas Group which amongst others led to the delayed issuance of the of the previous
financial periods audited financial statements.
In light of the discovery of Significant Audit Findings, the Company has on 30 July 2012 appointed PKF
Advisory Sdn Bhd firm to conduct a special audit into the affairs of the Company (special audit) on the
basis of information and records that are made available by the Board of Directors and from the
Management of the Company. The Company's shares were suspended from trading on 31 July 2012 as
the Board of Directors announced to Bursa Malaysia Securities Berhad (Bursa) on the same date that
the Company was not able to issue its annual audited financial statements for financial period ended 31
March 2012 within the four months from the close of the financial period.
Subsequently, on 10 August 2012, Messrs BDO Governance Advisory Sdn Bhd was appointed to
conduct the aforesaid special audit. The Board has also removed the financial functions and authorities of
the Executive Directors who shall no longer be responsible for the financial management of the Patimas
Group. Further, in order to protect the interest of all stakeholders, the Board has on 15 August 2012
appointed Mr. Jarnail Singh A/L Ram Singh as the Acting Group Chief Executive Officer with the sole
authority to oversee the day to day affairs of the Group and other operational matters.
Following discussions with Bursa, the Audit Committee was directed by Bursa to appoint an investigative
auditor to conduct an investigative audit on the financial affairs of Patimas Group. On 29 March 2013 the
Company announced that the report of the Investigative Audit by UHY Advisory (KL) Sdn Bhd has been
completed and presented to the Board. The Company announced on 17 October 2012 that the former
Chairman of the Company had lodged a police report in respect of unresolved significant accounting and
audit findings and queries raised by Messrs Ernst & Young. Subsequently, the current Chairman of the
Audit Committee also made a police report on 30 May 2013 based on the findings of the Investigative
Audit Report.
The financial and operational challenges faced by the Group, culminated with the Company being
designated as an affected Practice Note 17 (PN17) by Bursa on 1 November 2012; the prescribed criteria
of which was triggered by its negative net tangible assets position as well as the expressed disclaimer of
opinion by the external auditors on the Companys audited financial statements for the financial period
ended 31 March 2012. On 28 November 2012, pursuant to Practice Note 1 (PN1) the Company
announced that its subsidiary, Patimas-HPD Systems Sdn. Bhd had received a legal letter of demand
from Malaysia Debt Ventures Berhad (MDV) for the outstanding balance of a project financing facility.
The Company also received a similar letter of demand as a guarantor in respect of the said facility.
The Company is required to submit its regularization plan within twelve months of the first announcement
i.e. by 31 October 2013. In this respect, the Board is working with the relevant consultants to propose a
regularization plan, the details of which will be announced in due course.
During the current financial year, the Company and three of its subsidiaries had sought and were granted
restraining orders by the courts to restrain creditors from pursuing legal redress such as winding up
proceeding or forced sale of assets while the Group is undergoing its regularization scheme.
Prospects
Patimas is facing a severe setback against its business performance. The Groups immediate main focus
in the near term is on finalising the restructuring scheme for its borrowings with creditors and banks and
in restructuring the Group to alleviate its business performance from the present financial condition.
The Board is actively evaluating the prospects of the Group in light of the investigative audit, the PN17
and PN1 status of the Group and the stiff competition prevailing in both Malaysia and overseas ICT
market. At this point in time, the Board is unable to comment on the prospects of the Group, save for the
data centre business division and the telecommunication business division which, in the opinion of the
Board, can still be profitable with proper and efficient management.
The Board is mindful of the challenges facing the Group and is working diligently to improve its
performance.
Appreciation
On behalf of the Board of Directors, I would like to express my sincere appreciation to our shareholders,
customers, business associates, financiers, government authorities and regulatory bodies for their
continuous support to the Group. I would also like to thank my fellow Board members, the management
team and staff for their hard work, perseverance and commitment throughout the challenging year under
review.
Thank you.
Meetings
Board meetings are held at quarterly intervals and additional meetings are held whenever necessary. The
Board deliberated and considered a variety of matters inclusive of financial results, operation
performance and resolutions and recorded its deliberations in terms of issues discussed and the
conclusion in discharging its duties and responsibilities.
During the financial year ended 31 March 2013, 24 board meetings were held. The information on the
attendance of the members is as follows:
Members
Designation
No of meetings
attended
14/14
August 2012)
Independent Non-Executive Director
(retired on 5 December 2012)
Dato Yap Wee Hin
13/14
10
Members
Designation
No of meetings
attended
23/24
22/24
24/24
16/17
9/12
Chairman,
14/14
4/4
2/3
12/12
11/12
Rahman
6/6
11
Members
Designation
No of meetings
attended
6/6
Zabidi
3/3
2/3
1/1
12
Board Committees
The Board has established various committees to assist the Board in managing the Groups businesses
effectively. Each committee has its own terms of reference to govern its responsibilities and to report and
propose recommendations to the Board. These committees are:
Audit Committee (The primary responsibilities, terms of reference and activities of the Audit
Committee during the financial year ended 31 March 2013 are set out in the Audit Committee
Report)
Remuneration Committee; and
Nomination Committee.
The chairman of the various committees will report to the Board the outcome and recommendations of
the committee meetings and such reports are incorporated in the minutes of the Board meetings.
Supply of Information
The Directors have full and unrestricted access to all information pertaining to the Groups business and
affairs, both as a full Board and in their individual capacity. They are supplied with information on
financial, operational, corporate, regulatory, business developments, and audit matters for informed
decision-making and effective discharge of their responsibilities.
They also have access to the advice and services of the Company Secretary who ensures that Board
procedures are adhered to at all times during meetings and advises the Board on matters including
corporate governance issues, and Directors responsibilities in complying with relevant legislation and
regulations.
The Directors may, if necessary, obtain independent professional advice, at the Companys expense in
furtherance of their duties.
13
Re-election
The procedure on re-election of directors by rotation is set out in Articles No. 86.1 and 93 of the
Companys Articles of Association (the Articles). Pursuant to the Articles, any Directors who are
appointed by the Board during the year are subject to re-election by shareholders at the first meeting after
their appointment. The Articles also provide all Directors shall submit themselves for re-election at least
once in every three years. Any Directors over seventy (70) years of age are subject for re-appointment
annually in accordance with Section 129(6) of the Companies Act, 1965.
Reinforce Independence
The Non-Executive Directors are not employees of the Group and do not participate in the day to day
management of the Group. The Non-Executive Directors, including the Chairman are independent
directors and are able to express their views without any constraint. The Nomination Committee has
reviewed the performance of the independent directors and is satisfied they have been able to discharge
their responsibilities in an independent manner.
None of the current independent board members had served the company for more than nine (9) years
as per the recommendations of the Code. Should the tenure of an independent director exceed nine (9)
years, shareholders approval will be sought at a General Meeting or if the services of the director
concerned are still required, the director concerned will be re-designated as a non-independent director.
Directors Training
All Directors namely Abdul Ghaffur bin Ramli, Dato Yap Wee Hin, Law Siew Ngoh, Dato Ng Back Heang,
Robert Daniel Tan Kim Leng, Aziz Yazdani bin Ahmad Khalil, Khairudin bin Ibrahim, Dato Bahari bin
Haron, Lim Kok Kiong, Chai Ko Thing, Wan Azmi bin Wan Abd Rahman, Dato Seri Abdul Azim bin Mohd
Zabidi, Datuk Nur Jazlan bin Mohamed, Sulaiman bin Masrum have completed their Mandatory
Accreditation Programme prescribed by Bursa Securities during the financial year ended 31 March 2013.
During the financial year ended 31 March 2013, the Directors were also advised of developments or
changes to relevant laws and regulatory requirements. Management briefings during Board and Audit
Committee meetings on various operational, technical and corporate matters were also aimed at ensuring
that Directors are well versed with the knowledge of the Groups business and affairs in enabling them to
make meaningful decisions.
The Board will continue to evaluate and determine the training needs to keep abreast with developments
and changes in the regulations and the business environment relevant to the industry and to further
enhance their skills and knowledge.
14
Position
Chairman
Member
Member
During the financial year ended 31 March 2013 the committee met six times with all members present.
The Remuneration Committee shall ensure that the levels of remuneration are sufficient to attract and
retain Directors to successfully manage the business of the Group. The Remuneration Committee is
entrusted under its terms of reference to assist the Board, amongst others, to recommend to the Board
the remuneration of the then Executive Directors and in respect of Non-Executive Directors, the level of
remuneration shall reflect their respective levels of experience, expertise and responsibilities. However,
the ultimate responsibility to approve the remuneration of the Directors remains with the Board as a
whole. The respective Director is not involved in any discussions and/or deliberations with regards to his
own remuneration.
Disclosure
The Company has complied with the Main Market Listing Requirements of Bursa Securities on the
disclosure of Directors' remuneration in its audited financial statements as set out in Note 31 of the Notes
to the Financial Statements.
15
Statement of Compliance
In the opinion of the Board, the Company has complied with and shall remain committed to attaining the
highest possible standards through the continuous adoption of the principles and best practices of the
Code and all other applicable laws.
16
OTHER INFORMATION
Utilisation of Proceeds Raised from Corporate Proposals
During the financial year ended 31 March 2013 the Company implemented a private placement of up to
ten percent (10%) of the issued and paid-up share capital (excluding treasury shares, if any) of the
Company ("Private Placement").
The Company issued 75,000,000 new ordinary shares of RM0.10 each at an issue price of RM0.10 per
share (Placement Shares) on 24 July 2012. The 75,000,000 Placement Shares have been listed and
quoted on the Main Market of Bursa Malaysia Securities Berhad on Thursday, 26 July 2012.
Details of the breakdown of utilisation of proceeds raised from the Private Placement are as follows:
Purposes
Proposed
(RM'000)
Working capital
Wages and salaries and other statutory
payments
Utilities
Rental expenses
Defraying expenses in relation to the Private
Placement
Actual
(RM'000)
Intended utilisation
period
5,217
5,217
1,290
900
93
1,290
900
93
7,500
7,500
Share Buy-back
The Company does not have a share buy-back programme in place.
On 31 January 2013, the Company resold its entire treasury shares of 6.1 million shares of 10 sen each
in the open market at 12.5 sen per share. The Company does not hold any treasury shares subsequent to
the resale on the said date.
17
Variation of Results
The annual audited financial statements of the Company/Group for the financial year ended
31 March 2013 did not vary by 10% or more from the unaudited financial results announced to Bursa
Malaysia Securities Berhad on 31 May 2013.
18
Position
Chairman
Member
Member
The above Audit Committee members resigned from their posts on 24 August 2012 and subsequently the
following members were appointed:
Lim Kok Kiong
Dato Bahari bin Haron
Wong Ngai Peow
Chai Ko Thing
Wan Azmi bin Wan Abd Rahman
Sulaiman bin Masrum
Ong Tee Kein
Position
Chairman (24 August 2012 to 5 March 2013)
Member (24 August 2012 to 29 January 2013)
Member (24 August 2012 to 12 October 2012)
Member (appointed on 16 October 2012)
Member (appointed on 29 January 2013)
Chairman (redesignated on 14 March 2013)
Member (14 March 2013 to 31 May 2013)
Member (appointed on 29 July 2013)
Secretary
The Company Secretary of Patimas acts as the Secretary to the Audit Committee.
Meetings
The Audit Committee met 15 times during the financial year ended 31 March 2013. All meetings to review
the quarterly results and annual financial statements are held prior to such quarterly results and annual
financial statements being presented to the Board for approval.
After each Audit Committee meeting, the Audit Committee reported to and updated the Board on
significant issues and concerns discussed during the Audit Committee meetings and where appropriate,
made the necessary recommendations to the Board.
19
No of meetings
attended
Attendance
5/5
100%
5/5
100%
4/5
80%
7/7
100%
6/6
100%
3/3
100%
Chai Ko Thing
6/6
100%
4/4
100%
3/3
100%
Reviewed the unaudited quarterly reports on the consolidated results of the Patimas Group for
the quarters ended 31 March 2012, 30 June 2012, 30 September 2012 and 31 December 2012;
Reviewed the annual audited financial statements, external auditors reports and their audit
findings;
Reviewed and deliberated on the internal auditors audit findings and recommendations;
Conducted meetings with the external auditors without the presence of the Executive Directors
and employees of the Company;
Deliberated on the Special Audit Report by BDO Governance Advisory Sdn Bhd and made
recommendations to the Board;
Deliberated on the Investigative Audit Report by UHY Advisory (KL) Sdn Bhd and made
recommendations to the Board;
Reviewed with the external auditor and discussed the overall annual audit plan, nature and scope
of the audit and the significant changes in accounting and auditing issues;
Reviewed and deliberated the significant risk areas, internal control and financial matters coming
to the attention of the external auditor in the course of their work;
Reviewed and approved the annual internal audit plan of the Group including its audit strategy,
scope, functions, competency, resource requirements and the necessary authority to carry out its
work.
20
Objectives
The Audit Committee shall assist the Board of Directors (Board) of Patimas in:
2.
i)
overseeing the financial reporting and complying with the applicable Financial Reporting
standards, the provisions of the Companies Act 1965 and disclosure requirements
administered by relevant accounting bodies, Bursa Malaysia Securities Berhad (Bursa
Securities), Companies Commission of Malaysia and any other laws and regulations as
amended from time to time; and
ii)
assessing the internal and external audit processes including issues pertaining to the
system of internal control and risk management within the Group.
Composition
The Audit Committee is to be appointed by the Board from among themselves as follows:
i)
ii)
iii)
all members must be financially literate and at least one (1) member must be a member of
Malaysian Institute of Accountants or a person who fulfils the requirements prescribed or
approved by Bursa Securities;
iv)
all members shall hold office only for so long as they serve as directors of the Company;
v)
21
3.
vi)
in any event of any vacancies resulting in non compliance of the minimum of three (3)
members, the Board shall upon the recommendation of the Nomination Committee,
appoint such number of directors to fulfill such vacancy within three (3) months of the
event;
vii)
the term of office and performance of the Committee shall be reviewed by the Board at
least once in every three (3) years to determine whether the Committee and its members
have carried out their duties in accordance with their terms of reference.
consider the appointment of the external auditor, the audit fee and any questions of
resignation or dismissal for recommendation to the Board;
ii)
review with the external auditor before the audit commences, the audit plan, areas and
scope of the audit and ensure co-ordination where more than one audit firm is involved;
iii)
review with the external auditor, their evaluation of the system of internal controls and
audit findings;
iv)
review the quarterly and year-end financial statements of the Company and Group and
thereafter recommend them to the Board for approval, focusing particularly on:
compliance with the applicable Financial Reporting Standards and other legal
requirements;
v)
review and report the assistance given by the Company's or Group's officers to the
external auditors and the overall conduct of the audit;
vi)
vii)
discuss problems and reservations arising from the interim and final audits and any
matter the auditor may wish to discuss (in the absence of management where
necessary);
viii)
ix)
appoint internal auditors who will report functionally directly to the Audit Committee and
review their performance on an annual basis. The Internal Audit function shall be
responsible for the regular review and/or appraisal of the effectiveness of the risk
management, internal control, and governance processes within the Company;
x)
22
the internal audit programme and results of the internal audit process and where
necessary, ensure that appropriate action is taken by management on the
recommendations of the internal audit function;
xi)
consider any related party transactions that may arise within the Company or Group;
xii)
xiii)
The Chairman of the Committee shall engage on a continuous basis with Senior Management,
such as the Chairman of the Board of Directors, Group Chief Executive Officer, Chief Financial
Officer, the head of internal audit and the external auditors in order to be kept informed of matters
affecting the Group.
4.
5.
The Audit Committee shall meet at least four times a year and such additional meetings,
as the Chairman shall decide in order to fulfill its duties.
ii)
At least twice annually, the Audit Committee shall meet with the external auditor, internal
auditors or both without executive Board members and employees present.
iii)
The Chairman may call a meeting of the Audit Committee if a request is made by any
committee member, the Company's Group Chief Executive Officer, or the internal or
external auditors.
iv)
The Company Secretary or other appropriate senior official shall act as secretary of the
Audit Committee and shall be responsible, in conjunction with the Chairman, for drawing
up the agenda and circulating it, supported by explanatory documentation to committee
members prior to each meeting.
v)
The Secretary shall also be responsible for keeping the minutes of Audit Committee and
circulating them to committee members and to the other members of the Board of
Directors.
vi)
Authority
i)
The Audit Committee is authorised by the Board to review any activity of the Company
and of the Group within its Terms of Reference. It is authorised to seek any information it
requires from any director or member of management and all employees are directed to
co-operate with any request made by the Audit Committee.
ii)
The Audit Committee is authorised by the Board to obtain independent legal or other
professional advice if it considers necessary.
23
Responsibility
The Board recognises that it is responsible for the Group's system of risk management and internal
control and for reviewing its effectiveness whilst the role of management is to implement Board policies
on risk management and control. The Board is committed to effective risk management practices, as it
understands that such practices are essential in the maintenance of a sound system of internal control.
However, in any system of internal controls, there are inherent limitations that may impede the
achievement of the Groups business objectives. Therefore the system of internal control can only provide
reasonable assurance and not absolute assurance against any material misstatement, losses or fraud.
The Board has received assurance from the Group Chief Executive Officer that the Groups risk
management and internal control system is operating adequately and effectively, in all material aspects,
based on the risk management and internal control system of the Group.
Independent review of internal control system by outsourced internal auditor with proposed
recommendations for further improvements.
Regular reporting to Audit Committee on audit findings, recommendations and progress of the
proposed recommendations or implementations.
Quarterly review of the performance of the Groups business by the Board which also covers
assessment of the impact of changes in business and competitive environment.
Regular Management meetings attended by heads of subsidiaries and senior management and
chaired by the Group CEO to identify; discuss and resolve business and operational issues, the
day-to-day operations and conduct of the Group's businesses.
24
25
26
BOARD OF
DIRECTORS
SECRETARIES
27
AUDITORS
REGISTERED OFFICE
Ground Floor
8, Lorong Universiti B
Section 16
46350 Petaling Jaya
Selangor Darul Ehsan
PRINCIPAL PLACES
OF BUSINESS
PRINCIPAL BANKERS
28
The Directors hereby submit their report together with the audited financial statements of the
Group and the Company for the financial year ended 31 March 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding, provision of management services
and provision of computer equipment rental.
The principal activities of the subsidiary and associate companies are described in Note 7 and Note
21 of the Notes to the Financial Statements respectively.
There have been no significant changes in the nature of these activities during the financial year.
FINANCIAL RESULTS
Group
RM
Company
RM
(36,386)
2,273
(34,113)
(28,979)
(253)
(29,232)
Attributable to:
Owners of the parent
(34,267)
(29,232)
DIVIDENDS
No dividend has been paid or declared by the Company since the end of the previous financial
period.
The Directors do not recommend any dividend for the year ended 31 March 2013.
29
TREASURY SHARES
During the financial year, the Company disposed its entire treasury shares of 6,100,000 shares at
RM 0.125 each for cash consideration.
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 satisfied themselves that all known bad debts
has been written off and that adequate allowance had been made for doubtful debts; and
(b)
to ensure that any current assets which were unlikely to realise in the ordinary course of
business including their value as shown in the accounting records of the Group and the
Company have been written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:(a)
which would render the amount written off for bad debts or the amount of the allowance for
doubtful debts in the financial statements of the Group and the Company inadequate to any
substantial extent; or
30
which would render the values attributed to the current assets in the financial statements of
the Group and the Company misleading; or
(c)
which have arisen which render adherence to the existing method of valuation of assets or
liabilities of the Group and the Company misleading or inappropriate.
No contingent or other liability 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 the Company to meet its
obligations as and when they fall due.
any charge on the assets of the Group and the Company which has arisen since the end of the
financial year which secures the liability of any other person; or
(b)
any contingent liability of the Group and the Company which has arisen since the end of the
financial year.
the results of the operations of the Group and the Company during the financial year were
not substantially affected by any item, transaction or event of a material and unusual nature
other than as disclosed in Note 38 of the Notes to the Financial Statements; and
(b)
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 likely to affect
substantially the results of the operations of the Group and the Company for the financial
year in which this report is made.
31
The Directors who have held office during the year since the date of the last report are as follows:-
- direct
53,823,630
- direct
- indirect
41,973,160
-
- direct
- indirect
45,940
162,640,010
- indirect
2,787,300
-
(53,823,600)
30
(41,900,000)
-
73,160
2,787,300
(45,940)
(162,640,000)
10
55,000,000
55,000,000
32
DIRECTORS' BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a
party, being arrangements with the object or objects of enabling Directors of the Company to
acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any
other body corporate.
Since the end of the previous financial period, no Director has received or become entitled to
receive any benefit (other than as disclosed in the Notes to 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 substantial financial interest.
GOING CONCERN
The financial statements of the Group and Company have been prepared on a going concern
basis. The Group and Company incurred net losses of RM 34,267,000 and RM 29,232,000
respectively during the financial year ended 31 March 2013 and as at that date, the accumulated
losses of the Group and Company was RM 173,022,000 and RM 138,628,000 respectively.
On 28 November 2012, the Company made an announcement pursuant to Practice Note 1 of
the Listing Requirements of Bursa Malaysia Securities Berhad for Main Market that PatimasHPD Systems Sdn. Bhd. ("PHPD"), its wholly owned subsidiary had received a legal letter of
demand from Malaysia Debt Venture Berhad ("MDV") for the outstanding balance of RM
4,340,988 in connection with the credit facilities granted for a project financing facility
totalling RM 14 million. The Company also received a similar legal letter of demand as a
guarantor in respect of the said facility. Both the Company and PHPD are currently in
communication with MDV and exploring various options to regularise the default. No
Solvency Declaration by the Board of Directors is being submitted to Bursa Malaysia
Securities Berhad within 3 market days from the date of announcement.
These conditions indicate the existence of a material uncertainty which may cast significant
doubt on the ability of the Group and Company to continue as going concerns.
The financial statements of the Group and Company do not include any adjustments relating to
the amounts and reclassification of assets and liabilities that might be necessary should the
Group and Company be unable to continue as going concerns. The ability of the Group and
Company to continue as going concerns are dependent on the timely and successful
implementation of the corporate and debts restructuring exercise towards the profitability and
the cash flows of the Group and Company.
33
AUDITORS
Messrs Hasnan THL Wong & Partners, the retiring Auditors, have expressed their willingness to
continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors dated 29 July 2013.
CHAI KO THING
DIRECTORS
Petaling Jaya
34
CHAI KO THING
Petaling Jaya
29 July 2013
35
Before me:
Pn Koh Twee Yong @ Koh Twee Siew (No. B 357)
Commissioner for Oaths
36
37
As disclosed in Note 2 of the Notes to the Financial Statements, the Group and the
Company incurred a net loss of RM 34,267,000 and RM 29,232,000 respectively for
the financial year ended 31 March 2013, and as of 31 March 2013, the Group and
the Company had capital deficiencies of RM 45,335,000 and RM 10,941,000
respectively whilst the current liabilities exceeded the current assets by RM
51,996,000 and RM 13,306,000 respectively. On 1 November 2012, the Company
announced that it had triggered the prescribed criteria pursuant to Practice Note 17
("PN 17") of the Listing Requirements of Bursa Malaysia Securities Berhad
("BURSA") for the Main Market. On 28 November 2012, the Company made an
announcement pursuant to Practice Note 1 of the Listing Requirements of BURSA
that Patimas-HPD Systems Sdn. Bhd. ("PHPD"), its wholly owned subsidiary had
received a legal letter of demand from Malaysia Debt Venture Berhad ("MDV") for
the outstanding balance of RM 4,340,988 in connection with the credit facilities
granted for a project financing facility totalling RM 14 million. The Company also
received a similar legal letter of demand as a guarantor in respect of the said facility.
Both the Company and PHPD are currently in communication with MDV and
exploring various options to regularise the default. No Solvency Declaration by the
Board of Directors is being submitted to BURSA within 3 market days from the
date of announcement.
These conditions indicate the existence of material uncertainties, which may cast
significant doubt on the ability of the Group and of the Company to continue as
going concerns and therefore, the Group and the Company may be unable to realise
their assets and discharge their liabilities in the normal course of business.
The Company is in the process of formulating a comprehensive plan to regularise
their financial condition ("Regularisation Plan"). The Company is required to
submit a Regularisation Plan to the relevant authorities by 31 October 2013 or the
Company may face de-listing. As of the date of this report, the Company has not
submitted any Regularisation Plan to address its PN 17 status.
In view of the matters set out above there are material uncertainties that may cast significant
doubt on the ability of the Group and the Company to continue as going concerns.
38
In our opinion, except for the matters as disclosed in the Basis for Disclaimer of
Opinion paragraph, the accounting and other records and the registers required by
the Act to be kept by the Company and its subsidiary companies of which we have
acted as auditors have been properly kept in accordance with the provisions of the
Act.
b)
Except for the matters as disclosed in the Basis for Disclaimer of Opinion
paragraph, we are satisfied that the accounts of the subsidiary companies that have
been consolidated with the Company's financial statements are in form and content
appropriate and proper for the purposes of the preparation of the financial
statements of the Group and we have received satisfactory information and
explanations required by us for those purposes.
c)
Except for the subsidiaries with a modified opinion in the auditors' report as
disclosed in Note 21 of the Notes to the Financial Statements, our audit reports on
the accounts of the subsidiary companies did not contain any qualification or any
adverse comment made under Section 174(3) of the Act.
39
Other Matters
The financial statements of Patimas Computers Berhad for the financial period ended 31
March 2012 were audited by another auditor whose report dated 30 October 2012 expressed a
disclaimer of opinion on those financial statements.
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.
Petaling Jaya
29 July 2013
40
CURRENT ASSETS
Inventories
Trade receivables
Other receivables
Tax in credit
Fixed deposits
Cash and bank balances
5
6
7
8
9
5,264
704
5,968
12,026
7,873
2,319
258
22,476
12,514
58,075
2,279
320
73,188
10
9
11
127
1,671
1,679
984
179
4,640
1,872
13,270
5,968
1,494
24,158
245
47,007
2,048
35,778
11,567
1,942
20,951
6,933
79,219
10,608
69,483
152,407
11,957
5,458
33,237
5,785
199
56,636
18,397
6,988
24,218
35,318
467
85,388
21,296
3,171
10,186
48,238
151
83,042
(51,996)
(38,381)
(3,823)
12
13
TOTAL ASSETS
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Trade payables
Other payables
Bank overdraft
Borrowings
Tax payable
01.01.11
RM'000
14
15
13
16
41
16
17
TOTAL LIABILITIES
Net assets
EQUITY ATTRIBUTABLE TO OWNERS
OF THE PARENT
Share capital
Share premium
Treasury shares
Accumulated losses
Non-controlling interest
TOTAL EQUITY
18
19
20
01.01.11
RM'000
1,559
2,433
3,992
2,766
2,766
56,636
89,380
85,808
(46,028)
(19,897)
66,599
83,290
44,397
(173,022)
(45,335)
75,790
44,397
(482)
(138,755)
(19,050)
75,790
44,397
(482)
(53,106)
66,599
(693)
(46,028)
(847)
(19,897)
66,599
10,608
69,483
152,407
The above consolidated statement of financial position are to be read in conjunction with the notes to
the financial statements set out on pages 52 to 118.
42
CURRENT ASSETS
Trade receivables
Other receivables
Tax in credit
Fixed deposits
Cash and bank balances
5
21
7
8
2,365
2,365
2,989
19,791
2,390
258
25,428
3,362
92,733
2,390
258
98,743
9
11
18,186
18
7
18,211
1,418
15,827
269
24,158
6
41,678
1,277
56,446
261
20,951
10
78,945
20,576
67,106
177,688
10,051
21,466
31,517
35,070
21,727
56,797
78,486
9,698
48
88,232
31,517
56,797
88,232
12
13
TOTAL ASSETS
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Trade payables
Other payables
Bank overdraft
Borrowings
TOTAL LIABILITIES
01.01.11
RM'000
14
15
13
16
43
18
19
20
01.01.11
RM'000
83,290
44,397
(138,628)
(10,941)
75,790
44,397
(482)
(109,396)
10,309
75,790
44,397
(482)
(30,249)
89,456
20,576
67,106
177,688
The above statement of financial position are to be read in conjunction with the notes to the financial
statements set out on pages 52 to 118.
44
Note
Revenue
22
23
01.04.12
to
31.03.13
RM'000
26,987
97,326
(21,537)
(80,470)
5,450
16,856
5,594
11,044
1,294
18,150
(259)
(29,259)
(12,160)
(4,209)
(183)
(88,838)
(9,488)
(5,102)
(1,543)
01.01.11
to
31.03.12
RM'000
40
24
(36,386)
(85,421)
Taxation
25
2,273
(1,075)
(34,113)
(86,496)
(34,113)
(86,496)
(34,267)
154
(34,113)
(85,649)
(847)
(86,496)
(34,267)
154
(34,113)
(85,649)
(847)
(86,496)
(4.24)
(0.05)
(11.39)
(0.02)
Loss per share attributable to owners of the parent:- basic and diluted (sen per share)
- diluted (sen)
26
26
The above consolidated statement of comprehensive income are to be read in conjunction with the
notes to the financial statements set out on pages 52 to 118.
45
Note
Revenue
22
01.04.12
to
31.03.13
RM'000
01.01.11
to
31.03.12
RM'000
4,456
10,666
Gross profit
4,456
10,666
652
5,108
3,618
14,284
(87,280)
(480)
(5,671)
(79,147)
23
(32,189)
(144)
(1,754)
24
(28,979)
Taxation
25
(253)
(29,232)
(79,147)
(29,232)
(29,232)
(79,147)
(79,147)
The above statement of comprehensive income are to be read in conjunction with the notes to the
financial statements set out on pages 52 to 118.
46
Group
Note
Balance at 01.01.11
Total comprehensive expense
for the period
Balance at 31.03.12
Private placement
Total comprehensive expense
for the year
Balance at 31.03.13
27
SHARE
CAPITAL
RM'000
SHARE
PREMIUM
RM'000
TREASURY
SHARES
RM'000
75,790
44,397
(482)
75,790
44,397
7,500
482
83,290
44,397
(482)
31.03.13
RM
(138,628)
(34,394)
(173,022)
Distributable
ACCUMULATED
LOSSES
RM'000
(53,106)
NON
CONTROLLING
INTEREST
RM
-
TOTAL
EQUITY
RM'000
66,599
(85,649)
(847)
(86,496)
(138,755)
(847)
(19,897)
7,500
(34,267)
154
(33,631)
(173,022)
(693)
(46,028)
31.03.12
RM
(109,396)
(29,359)
(138,755)
47
Company
Note
Balance at 01.01.11
SHARE
CAPITAL
RM'000
Non-distributable
SHARE PREMIUM
RM'000
Non-distributable
TREASURY SHARES
RM'000
TOTAL
EQUITY
RM'000
(30,249)
89,456
(79,147)
(79,147)
(109,396)
10,309
75,790
44,397
75,790
44,397
7,500
7,500
482
482
(29,232)
(29,232)
83,290
44,397
(138,628)
(10,941)
Balance at 31.03.13
27
(482)
Distributable
ACCUMULATED
LOSSES
RM'000
(482)
The above statements of changes in equity are to be read in conjunction with the notes to the financial statements set out on pages 52 to 118.
48
Company
31.03.13
31.03.12
RM'000
RM'000
31.03.12
RM'000
(36,386)
(85,421)
4,757
7,112
447
(754)
1,540
1,719
50
2,829
-
2,975
4,919
573
708
(62)
1,311
81
31
(28,979)
(79,147)
776
258
48,736
-
19,791
2,390
258
72,942
-
6,333
-
2,739
163
(278)
4,300
(206)
5
(278)
58
1,543
4,209
(405)
(40)
5,102
(806)
1,754
(374)
5,671
(3,618)
(8,114)
(14,756)
(4,360)
(3,444)
49
31.03.13
RM'000
(8,114)
434
9,964
(7,968)
31.03.12
RM'000
(4,360)
(302)
404
(3,444)
4,239
1,145
(63)
(484)
(26,446)
(7,838)
(6,176)
(4,209)
82
7,221
(5,102)
(644)
(30,767)
(1,754)
(2)
(6,382)
(5,671)
(8)
(10,303)
1,475
(32,523)
(12,061)
(492)
405
24,158
760
(513)
24,810
(14,756)
145
20,893
939
Company
31.03.13
31.03.12
RM'000
RM'000
806
(3,207)
62
209
(4,265)
(4,439)
(10,834)
374
24,158
3,618
(3,207)
760
(7)
25,285
(335)
76
50
13
31.03.12
RM'000
(408)
(2,235)
(30,684)
7,500
(9,078)
-
7,500
NET INCREASE/(DECREASE)
IN CASH AND CASH
EQUIVALENTS
31.03.13
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
(48)
(48)
(23,592)
(11,361)
7,500
(48)
(9,085)
(20,720)
262
(12,033)
(23,973)
(3,253)
(21,721)
(9,688)
(33,058)
(23,973)
(21,459)
(21,721)
The above statements cash flows are to be read in conjunction with the notes to the financial
statements set out on pages 52 to 118.
51
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia
and listed on the Main Market of Bursa Malaysia Securities Berhad. The principal activities of
the Company are investment holding, provision of management services and provision of
computer equipment rental.
The principal activities of the subsidiary and associate companies are described in Note 7 and
Note 21 of the Notes to the Financial Statements respectively.
The address of the registered office of the Company is Ground Floor, 8, Lorong Universiti B,
Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan.
The principal places of business of the Company is Patimas Technology Centre, Technology
Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur and Lot 4.1, 4th Floor, Menara Lien Hoe, No.
8, Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul
Ehsan.
The financial statements were authorised for issue by the Board of Directors in accordance with
a resolution of the Directors dated 29 July 2013.
Pursuant to the Listing Requirement ("LR") of Bursa Malaysia Securities Berhad ("Bursa"), the
Company is designated as an Affected Listed Issuer pursuant to Paragraph 2.1 (d) of the
Amended Practice Note 17/2005 and Paragraph 8.04 of the Listing Requirements of Bursa
Malaysia Securities Berhad ("Listing Requirements") on 1 November 2012 as the previous
auditors have expressed a disclaimer opinion in the Company's audited financial statements for
the financial period ended 31 March 2012.
As a PN17 company, the Company is required to comply with the following conditions:a) submit a regularisation plan to the Securities Commission ("SC") and other relevant
authorities for approval (collectively referred to as the "Approving Authority") within
twelve (12) months from the date of the first announcement;
b) implement the regularisation plan within the timeframe stipulated by the relevant
Approving Authority;
c) announce the status of its plan to regularise its condition on a monthly basis until further
notice from Bursa;
52
53
54
55
56
57
58
10%
20%
10% - 33.33%
10% - 25%
20% - 25%
The carrying values of property, plant and equipment are reviewed for impairment when
events or changes in circumstances indicate that the carrying value may not be recoverable.
The residual values, useful lives and depreciation methods are reviewed at each financial
year/period end, and adjusted prospectively, if appropriate.
59
Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is
measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired is allocated, from the
acquisition date, to each of the Group and the Company's cash-generating units
("CGUs") that are expected to benefit from the synergies of the combination.
The cash-generating unit which goodwill has been allocated is tested for impairment
annually and whenever there is an indication that the cash-generating unit may be
impaired, by comparing the carrying amount of the cash-generating unit, including the
allocated goodwill, with the recoverable amount of the cash-generating unit. Where the
recoverable amount of the cash-generating unit is less than the carrying amount, an
impairment loss is recognised in the Statement of Comprehensive Income. Impairment
losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a CGU and part of the operation within that CGU is
disposed of, the goodwill associated with the operation disposed is included in the
carrying amount of the operation when determining the gain or loss on disposal of the
operation. Goodwill disposed of in this circumstance is measured based on the relative
fair values of the operations disposed of and the portion of the CGU retained.
60
b) License
Telecommunication license was acquired separately and is amortised on a straight
line basis over its finite useful life of 10 years.
i) Impairment of non-financial assets
The Group and the Company assess at each financial year/period end whether there is an
indication that an asset may be impaired. If any such indication exists, or when an annual
impairment assessment for an asset is required, the Group makes an estimate of the asset's
recoverable amount.
61
62
63
Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial
assets has been incurred, the Group and the Company consider factors such as the
probability of insolvency or significant financial difficulties of the debtor and default or
significant delay in payments.
For certain categories of financial assets, such as trade receivables, assets that are
assessed not to be impaired individually are subsequently assessed for impairment on a
collective basis based on similar risk characteristics. Objective evidence of impairment
for a portfolio of receivables could include the Group's and the Company's 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 asset's carrying amount and the present value of estimated
future cash flows discounted at the financial asset's original effective interest rate. The
impairment loss is recognised in profit or loss.
64
Trade and other receivables and other financial assets carried at amortised cost (cont'd)
The carrying amount of the financial asset is reduced by the impairment loss directly
for all financial assets with the exception of trade receivables, where the carrying
amount is reduced through the use of an allowance account. When a trade receivable
becomes uncollectible, it is written off against the allowance account.
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.
65
66
As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards
incidental to ownership of the leased item, are capitalised at the inception of the lease
at the fair value of the leased asset or, if lower, at the present value of the minimum
lease payments. Any initial direct costs are also added to the amount capitalised. Lease
payments are apportioned between the finance charges and reduction of the lease
liability so as to achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are charged to Statement of Comprehensive Income.
Contingent rents, if any, are charged as expenses in the periods in which they are
incurred.
67
68
Sale of goods
Revenue from sales of goods are recognised upon delivery of significant risk and
rewards of ownership of goods to the customer. Revenue is not recognised to the extent
where there are significant uncertainties regarding recovery of the consideration due,
associated costs or the possible return of goods.
69
70
Assets and liabilities for each Statement of Financial Position presented are translated
at the closing rate prevailing at the financial year/period end;
Income and expenses for each Statement of Comprehensive Income or separate income
statement presented are translated at average monthly exchange rates, which
approximates the exchange rates at the dates of the transactions; and
w) Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale.
Borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing
costs consist of interest and other costs that the Group and the Company incurred in
connection with the borrowing of funds.
71
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted by the financial year/period
end.
Current taxes are recognised in profit or loss except to the extent that the tax relates to
items recognised outside profit or loss, either in other comprehensive income or
directly in equity.
72
73
74
75
76
77
The carrying amount of each class of financial assets recognised in the Statements of
Financial Position.
Group
31.03.13
31.03.12
RM'000
RM'000
2,105
270
2,375
13,234
36
13,270
78
Group
31.03.13
Effective
Maturity
interest rates
-
42 days
2.78%
90 days
12 months
-
5.00%
8.70%
8.00%
1.25%
90 days
24 months
120 days
-
5.00%
8.50%
8.00%
7.90%
1.25%
8.70%
8.50%
Fixed deposit
Bank borrowings
- Bank acceptance
- Bank overdraft
- Islamic facilities
- Overdraft invoices
- Revolving credit
Company
31.03.12
Effective
Maturity interest rates
Bank borrowings
- Bank overdraft
Sensitivity analysis for interest rate risk
At the end of the financial year, if average interest rates increase/decrease by 1% with all
other variables held constant, the Group's loss net of tax will be lower/higher by
approximately RM 390,000 (2012: RM 611,000), arising mainly as a result of an increase
in the fair value of the weighted average of Islamic facilities, bankers' acceptance and hire
purchase. The assumed movement in interest rates for interest rate sensitivity analysis is
based on the current observable market environment.
d) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates.
The Group is exposed to foreign exchange risk on sales and purchases that are denominated
in foreign currencies. It manages its foreign exchange exposure by a policy of matching as
far as possible receipts and payments in each individual currency.
Surpluses of convertible currencies are either retained in foreign currency or sold for
Ringgit Malaysia. The Groups foreign currency transactions and balances are substantially
denominated in United States Dollar (USD), Singapore Dollar ("SGD") and Bangladesh
Taka ("BDT"). However, the Group's exposure to foreign exchange risk is not significant.
Foreign exchange risk is monitored closely and managed to an acceptable level.
79
(53)
(1)
(32)
31.03.12
USD
SGD
BDT
(9)
4
(27)
(3)
3
(2)
2
(1)
1
80
One to
five years
RM'000
Total
RM'000
Group
31.03.13
Trade and other payables
Loans and borrowings
31.03.12
Trade and other payables
Loans and borrowings
17,415
39,022
56,437
17,415
39,022
56,437
25,385
59,536
84,921
25,385
59,536
84,921
10,051
21,466
31,517
10,051
21,466
31,517
35,070
21,727
56,797
35,070
21,727
56,797
Company
31.03.13
Trade and other payables
Loans and borrowings
31.03.12
Trade and other payables
Loans and borrowings
81
At
01.04.12/
01.01.11
RM'000
Additions
RM'000
Disposals
RM'000
10,329
271
9,733
125
319
(271)
-
5,073
191
36
33
25,597
513
(271)
7,585
1,573
70,397
2,744
783
(1,293)
(7)
11,030
264
912
-
90,849
4,439
(Note 31)
Written
off
RM'000
At
31.03.13/
31.03.12
RM'000
(6,440)
(5,772)
4,014
4,280
(3,667)
(191)
1,442
33
(16,070)
9,769
(9)
(61,440)
10,329
271
9,733
(6,869)
(73)
5,073
191
(1,300)
(68,391)
25,597
31.03.12
Data centre and related
equipment
Motor vehicles
Computer equipment
Office equipment, furniture
and fittings
Renovations
82
Group
31.03.13
At cost
Data centre and related
equipment
Motor vehicles
Computer equipment
Office equipment, furniture
and fittings
Renovations
31.03.12
Data centre and related
equipment
Motor vehicles
Computer equipment
Office equipment, furniture
and fittings
Renovations
At
01.04.12/
01.01.11
RM'000
ACCUMULATED DEPRECIATION
Depreciation
charge for the
Written
year/period Disposals
off
RM'000
RM'000
RM'000
3,931
271
6,596
1,363
930
2,615
158
647
35
13,571
2,975
RM
RM
(271)
(271)
RM
At
31.03.13/
31.03.12
RM'000
(3,650)
(4,852)
1,644
2,674
(3,077)
(191)
185
2
(11,770)
4,505
RM
RM
2,081
1,573
66,055
1,850
1,984
(1,293)
(4)
(9)
(61,439)
3,931
271
6,596
8,450
176
1,033
52
(6,868)
(70)
2,615
158
78,335
4,919
(Note 31)
(1,297)
(68,386)
13,571
83
Group
2,370
1,606
1,257
31
6,398
3,137
2,458
33
5,264
12,026
COST
Company
31.03.13
At
01.04.12/
01.01.11
RM'000
4,906
209
Written
off
RM'000
Additions
RM'000
At
31.03.13/
31.03.12
RM'000
(49)
(106)
4,857
103
199
190
2
5
(151)
(191)
50
4
5,504
(497)
5,014
4,587
608
319
13
(412)
4,906
209
3,949
225
3
-
(3,753)
(35)
199
190
9,369
335
(4,200)
5,504
31.03.12
Data centre and related
equipment
Computer equipment
Office equipment, furniture
and fittings
Renovations
84
Company
31.03.13
ACCUMULATED DEPRECIATION
At
Depreciation
At
01.04.12/
charge for
Written
31.03.13/
01.01.11
the year/period
off
31.03.12
RM'000
RM'000
RM'000
RM'000
2,079
139
491
33
(35)
(97)
2,535
75
140
157
16
33
(117)
(190)
2,515
573
(439)
2,649
1,506
499
573
52
(412)
2,079
139
3,858
144
35
48
(3,753)
(35)
140
157
6,007
708
(4,200)
2,515
39
31.03.12
Data centre and related
equipment
Computer equipment
Office equipment, furniture
and fittings
Renovations
Company
NET CARRYING
AMOUNT
At
At
31.03.13
31.03.12
RM'000
RM'000
2,322
28
11
4
2,827
70
59
33
2,365
2,989
85
6. INTANGIBLE ASSETS
COST
Group
31.03.13
Goodwill
License
Software development
expenditure
At
01.04.12/
01.01.11
RM'000
At
31.03.13/
31.03.12
RM'000
Additions
RM'000
Disposal
RM'000
Written
off
RM'000
52,133
750
52,133
750
14,715
(1,250)
13,465
67,598
(1,250)
66,348
52,133
750
52,133
750
28,093
4,265
(17,643)
14,715
80,976
4,265
(17,643)
67,598
31.03.12
Goodwill
License
Software development
expenditure
31.03.13
Goodwill
License
Software development
expenditure
At
01.04.12/
01.01.11
RM'000
52,133
750
52,133
750
6,842
1,540
6,333
(1,250)
13,465
59,725
1,540
6,333
(1,250)
66,348
3,397
750
48,736
-
52,133
750
18,754
2,829
2,739
(17,480)
6,842
22,901
2,829
51,475
(17,480)
59,725
31.03.12
Goodwill
License
Software development
expenditure
86
7,873
7,873
3.6
6.1
In the previous financial period, the calculations of value in use for CGU are most sensitive
to the following assumptions:Budgeted gross margin
Gross margins are based on average values achieved in the year immediately before the
budgeted year, adjusted for market and economic conditions and internal recourse
efficiency.
Growth rates
The forecasted growth rates are based financial budgets approved by the Directors covering
a five-year period based on past performance and their expectations of market
developments.
87
2,880
(2,104)
776
(776)
-
Company
31.03.13
31.03.12
RM'000
RM'000
2,880
(561)
2,319
2,880
2,880
2,880
2,880
2,319
(2,880)
-
(490)
2,390
Name
* Scion Global Sdn.
Bhd.
Country of
incorporation
Malaysia
Effective interest
31.03.13
31.03.12
45%
45%
Principal activities
IT development and
distribution of IT related
software and hardware
88
Name
Country of
incorporation
Effective interest
31.03.13
31.03.12
Principal activities
* Dynotronic
International Sdn.
Bhd.
Malaysia
40%
40%
IT development and
distribution of IT related
software, hardware and
investment holding
Malaysia
49%
49%
Provision of computer
related services inclusive
of sales of computer
related products, IT
outsourcing and system
integration
The summarised financial information of the associate companies, not adjusted for the
proportion of ownership interest held by the Group, is as follows:31.03.13
31.03.12
RM'000
RM'000
Assets and liabilities
Non-current assets
Current assets
Total assets
2,706
1,113
3,819
1,035
5,920
6,955
Non-current liabilities
Current liabilities
Total liabilities
579
1,879
2,458
1,391
572
1,963
1,686
(3,659)
1,488
109
Results
Revenue
(Loss)/profit for the year/period
The Group has not recognised losses relating to Sigma AIT Sdn. Bhd. where its share of loss
exceeds the Group's interest in this associate company. The Group's cumulative share of
unrecognised losses at the end of financial year/period was RM 268,000 (2012: RM 266,000),
of which RM 2,000 (2012: RM 4,000) was the share of the current year/period's losses. The
Group has no obligation in respect of these losses.
89
8. OTHER INVESTMENTS
Group
31.03.13
RM'000
At cost
Unquoted shares in British Virgin
Islands
Unquoted shares in Vietnam
Unquoted preference shares in
British Virgin Islands
Less:- Accumulated impairment
losses
Total available-for-sale financial
assets
31.03.12
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
1,112
258
1,112
258
1,112
258
1,112
258
1,330
2,700
1,330
2,700
1,330
2,700
1,330
2,700
(2,700)
(2,442)
(2,700)
(2,442)
258
258
9. TRADE RECEIVABLES
Group
31.03.13
RM'000
Trade receivables
- not later than 1 year
- later than 1 year
Amounts due from subsidiary
companies
Amounts due from associate
companies
Less: Allowance for impairment
Less: Third parties
31.03.12
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
11,130
704
19,702
-
1,320
11,834
680
20,382
98
1,418
(9,459)
2,375
(7,112)
13,270
1,418
Trade receivables are non-interest bearing and are generally on 30 to 120 days (2012: 30 to 120
days) terms. They are recognised at their original invoice amounts which represent their fair value
on initial recognition.
The amounts due from subsidiary and associate companies are unsecured, interest-free and
payable within 60 days (2012: 60 days).
90
Group
31.03.13
RM'000
Neither past due nor impaired
Past due not impaired:1 to 90 days
91 to 365 days
More than 365 days
Impaired
31.03.12
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
2,221
10,836
1,418
145
9
2,375
9,459
11,834
31
765
1,638
13,270
7,112
20,382
1,418
1,418
9,459
(9,459)
-
7,112
(7,112)
-
91
7,112
3,101
(754)
9,459
4,338
7,112
(4,338)
7,112
Trade receivables that are individually determined to be impaired at the end of the financial
year/period relate to debtors that are in significant financial difficulties and have defaulted on
payments. These receivables are not secured by any collateral or credit enhancements.
10. INVENTORIES
Inventories of the Group represent computer hardware stated at net realisable value.
161
1,649
1,272
253
3,335
(1,656)
1,679
31.03.12
RM'000
2,092
477
1,346
2,053
5,968
5,968
Company
31.03.13
31.03.12
RM'000
RM'000
26
17,612
440
523
32
18,633
(447)
18,186
90
15,269
279
140
49
15,827
15,827
The Group's and the Company's other receivables from third parties are not secured by any
collateral or credit enhancements, non-interest bearing and are generally on 30 to 90 days
(2012: 30 to 90 days) terms.
92
1,656
(1,656)
-
447
(447)
-
Group
31.03.13
RM'000
Movement in allowance accounts:At beginning of the year/period
Charge for the year/period
(Note 24)
Written off during the year/period
At end of the year/period
31.03.12
RM'000
55
1,656
1,656
(55)
-
Company
31.03.13
31.03.12
RM'000
RM'000
447
447
1
(1)
-
31.03.12
RM'000
24,158
24,158
Company
31.03.13
31.03.12
RM'000
RM'000
24,158
24,158
Included in the fixed deposits with a licensed bank of the Group and the Company is an
amount of RM Nil (2012: RM 24,158,000) which is being pledged with a licensed bank as a
security for bank overdrafts and trade facilities.
The weighted average effective interest rates are as disclosed in Note 4 of the Notes to the
Financial Statements.
93
179
(33,237)
(33,058)
(33,058)
24,158
245
(14,234)
(9,984)
185
(24,158)
(23,973)
7
(21,466)
(21,459)
(21,459)
24,158
6
(11,743)
(9,984)
2,437
(24,158)
(21,721)
Group
In previous financial period, the bank overdraft and overdraft invoices are denominated in RM
and were secured by fixed deposits placed with a licensed bank as disclosed in Note 12 of the
Notes to the Financial Statements.
Company
In previous financial period, the bank overdraft and overdraft invoices are denominated in RM
and were secured by fixed deposits placed with a licensed bank as disclosed in Note 12 of the
Notes to the Financial Statements.
The weighted average effective interest rates are as disclosed in Note 4 of the Notes to the
Financial Statements.
14. TRADE PAYABLES
Trade payables are non-interest bearing and the normal trade credit term granted to the Group
ranges from 30 to 90 days (2012: 30 to 90 days).
15. OTHER PAYABLES
Group
31.03.13
RM'000
Analysed to:
Non-trade payables
Advances from subsidiary
companies
Deposit received
31.03.12
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
3,771
3,582
2,312
2,162
1,687
5,458
3,406
6,988
7,434
305
10,051
32,857
51
35,070
94
16. BORROWINGS
Group
31.03.13
RM'000
Current
Secured
Bankers' acceptance
Unsecured
Bankers' acceptance
Islamic facilities
Non-current
Unsecured
Islamic facilities
Total borrowings
31.03.12
RM'000
Group
31.03.13
31.03.12
RM'000
RM'000
31,898
31,898
1,214
4,571
5,785
3,420
3,420
5,785
35,318
1,559
1,559
5,785
36,877
31.03.13
RM'000
5,785
31.03.12
RM'000
35,318
5,785
1,559
36,877
Company
31.03.13
31.03.12
RM'000
RM'000
-
95
2,433
Recognised in Statements of
Comprehensive Income (Note 25)
- current year relating to
- temporary differences
Recognised in Statements of
Comprehensive Income (Note 25)
- over provision in prior period relating
- to temporary differences
- under provision in prior period
- relating to unrealised foreign
- currency exchange gain
Company
31.03.13
31.03.12
RM'000
RM'000
31.03.12
RM'000
2,766
1
1
2,433
(334)
(334)
(2,433)
(2,433)
-
31.03.12
RM'000
4,025
(1,592)
2,433
Group
31.03.13
RM'000
Tax effect of temporary
differences in respect of the tax
capital allowances
Tax effect of unutilised capital
allowances
Deferred tax liability
31.03.12
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
-
Company
31.03.13
31.03.12
RM'000
RM'000
4,025
(1,592)
2,433
96
1,500,000,000
2,500,000
2,500,000
250,000
250,000
757,900
757,900
75,790
75,790
75,000
832,900
757,900
7,500
83,290
75,790
The new ordinary shares issued during the financial year/period ranked pari passu in all
respects with the existing ordinary shares of the Company.
97
1,500,000,000
44,397
31.03.12
RM'000
44,397
Company
31.03.13
31.03.12
RM'000
RM'000
44,397
44,397
Share premium reserve represents premium arising from issue of shares, net of its related
expenses.
6,100
6,100
482
482
During the financial year, the Company disposed its entire treasury shares of 6,100,000 shares
at RM 0.125 each for cash consideration. Transaction cost of RM 2,500 is incurred in the said
disposal.
The shares repurchased are being held as treasury shares in accordance with Section 67A of the
Companies Act, 1965.
98
126,757
126,757
(106,966)
(19,791)
(126,757)
(34,499)
(72,467)
(106,966)
19,791
Name
Country of
incorporation
Effective interest
31.03.13
31.03.12
Principal activities
^ Patimas Business
Solutions Sdn.
Bhd.
Malaysia
100%
100%
Malaysia
100%
100%
Patimas Services
Sdn. Bhd.
Malaysia
100%
100%
Distribution of computer
hardware, software and
other related products and
to provide software solution
Patimas e-Business
Sdn. Bhd.
Malaysia
100%
100%
Focusing on interactive,
multimedia content
development, on-line
services, electronic
commerce and information
infrastructure
99
Name
Country of
incorporation
Effective interest
31.03.13
31.03.12
Principal activities
^ Patimas Computer
Software Sdn.
Bhd.
Malaysia
100%
100%
Implementing,
commissioning, installing,
assembling, consulting and
project management for
computer hardware and
software and IT related
products and services
Patimas Education
Centre Sdn. Bhd.
Malaysia
100%
100%
^ Patimas-HPD
Systems Sdn. Bhd.
Malaysia
100%
100%
Value-added distributor of
Hewlett Packard range of
products
^ Patimas Computer
Systems Sdn. Bhd.
Malaysia
100%
100%
^ OED Technology
Sdn. Bhd.
Malaysia
65%
65%
Distributor of computer
related products and
services
^ Patimas
Outsourcing
Services Sdn. Bhd.
Malaysia
100%
100%
^ Patimas Computer
Security Sdn. Bhd.
Malaysia
100%
100%
Distribution of computer
related products and
services
100
Name
Country of
incorporation
Effective interest
31.03.13
31.03.12
Principal activities
Patimas Computer
Technology Sdn.
Bhd.
Malaysia
100%
100%
Patimas
International Sdn.
Bhd.
Malaysia
100%
100%
Patimas Workgroup
Technology Sdn.
Bhd.
Malaysia
60%
60%
Malaysia
100%
100%
Distribution of computer
software and other related
products
^ Patimas Computer
Services Sdn. Bhd.
All the subsidiary companies are audited by Hasnan THL Wong & Partners.
^ The auditors have expressed a disclaimer of opinion on the accounts of these subsidiary
companies
22. REVENUE
Group
01.04.12
to
31.03.13
RM'000
Sales of goods
Implementation and installation
Maintenance
Training
Dividend
Rental
Management fees
01.01.11
to
31.03.12
RM'000
Company
01.04.12
01.01.11
to
to
31.03.13
31.03.12
RM'000
RM'000
11,759
13,865
1,231
13
83
36
42,093
39,105
15,344
382
357
45
3,364
1,092
550
6,111
4,005
26,987
97,326
4,456
10,666
101
01.01.11
to
31.03.12
RM'000
Company
01.04.12
01.01.11
to
to
31.03.13
31.03.12
RM'000
RM'000
373
949
367
2,189
327
529
2,669
408
1,335
161
299
1,375
80
2
1,111
17
4,541
-
5,102
1,754
5,671
4
4,209
1,540
167
2,829
232
21
3,101
7
7,112
-
1,649
440
(754)
(4,806)
1,719
50
55
64
102
2,975
212
670
Company
01.04.12
01.01.11
to
to
31.03.13
31.03.12
RM'000
RM'000
01.01.11
to
31.03.12
RM'000
4,919
135
2,993
16
(62)
3
102
573
212
655
708
135
2,918
19,791
72,942
776
258
-
48,736
2,390
258
-
6,333
1,311
2,739
163
31
4,300
58
3,813
6,517
3,809
6,417
(278)
(405)
(12)
1,543
(206)
(806)
(40)
(278)
(374)
-
(3,618)
-
The estimated monetary value of benefits provided to the Directors of the Group during the
financial year/period are as disclosed in Note 31 of the Notes to the Financial Statements.
103
25. TAXATION
Group
31.03.13
RM'000
Malaysian taxation:
Current year/period tax
expenses
Deferred tax (Note 17)
160
(2,433)
(2,273)
(2,273)
31.03.12
RM'000
1,500
(334)
1,166
(92)
1
(91)
1,075
Company
31.03.13
31.03.12
RM'000
RM'000
253
253
253
Group
Income tax of the Malaysian subsidiary companies is calculated at the rate of 25% on the
estimated taxable profit. Taxation for other jurisdictions is calculated at the rates prevailing in
the respective jurisdictions.
Company
As at 31 March 2013, the Company has unabsorbed tax losses and unutilised capital
allowances of approximately RM 737,200 (2011: RM 2,891,100) and RM 6,459,000 (2011:
RM 6,166,800) respectively to set off against future taxable profit. However, these amounts are
subject to the agreement of the Inland Revenue Board.
Income tax is calculated at the rate of 25% on the estimated taxable profit. A reconciliation of
average effective tax rate applicable to loss before taxation to effective statutory tax rate is as
follows:-
104
31.03.12
RM'000
(36,386)
(85,421)
Group
31.03.13
31.03.12
%
%
Company
31.03.13
31.03.12
RM'000
RM'000
(28,979)
(79,147)
Company
31.03.13
31.03.12
%
%
0.1
(1.3)
(0.9)
17.7
4.2
4.2
(0.1)
(0.1)
0.9
7.3
22.5
20.8
25.0
(0.3)
25.0
25.0
25.0
25.0
(34,113)
(154)
(34,267)
(86,496)
847
(85,649)
809,125
751,796
(4.24)
(11.39)
There is no dilution in the loss per share of the Company as the market values of the above
securities were lower than the exercise prices. Accordingly, there is no assumed full conversion
of the securities to merit the making of an adjustment for an increase in the number of ordinary
shares which could result in a dilution of the Company's loss per share.
105
41,560
106
Company
31.03.13
31.03.12
RM'000
RM'000
621
20
641
2,873
39
2,912
621
20
641
2,873
32
2,905
34
212
246
135
45
180
34
212
246
135
45
180
15
902
75
3,167
887
3,085
Company
31.03.13
31.03.12
RM'000
RM'000
636
2,948
621
2,873
246
882
180
3,128
246
867
180
3,053
The number of Directors of the Group whose total remuneration during the financial year
falling within the following bands are as follows:-
107
Number of Directors
31.03.13
31.03.12
2*
2*
2
1
1
4
12
1
2
3
12
The 4 Directors namely Dato' Ng Back Heang, Law Siew Ngoh, Robert Daniel Tan Kim Leng
and Dato' Yap Wee Hin were designated as Non-Executive Directors effective from 24 August
2012.
Company
31.03.13
31.03.12
RM'000
RM'000
3,284
5,754
1,056
3,960
(4,541)
550
2,842
13
42
367
108
Hardware
RM'000
Software
RM'000
Services
RM'000
Others
RM'000
Elimination
RM'000
Total
RM'000
698
1,464
2,162
4,209
307
4,516
14,817
611
15,428
7,263
4,336
11,599
(6,718)
(6,718)
26,987
26,987
Result
Other income
Interest income
Depreciation and amortisation
Interest expense
Other non-cash expenses
Tax expense
26
(1,298)
(1,075)
(3,233)
1,090
(953)
(1,255)
(1,845)
568
18
(1,712)
(27)
(6,443)
880
323
405
(552)
(1,852)
(3,359)
(265)
367
405
(4,515)
(4,209)
(14,880)
2,273
Segment loss
(8,355)
(5,431)
(11,564)
(10,150)
Assets
Additions to non-current assets
Segment assets
2
56,590
3
18,869
439
19,235
69
32,089
(116,175)
513
10,608
(15,771)
(26,371)
(62,950)
(48,435)
96,891
(56,636)
Segment liabilities
(886)
(36,386)
109
Result
Other income
Interest income
Depreciation and amortisation
Interest expense
Other non-cash expenses
Tax expense
Segment profit/(loss)
Assets
Additions to non-current assets
Segment assets
Segment liabilities
Hardware
RM'000
Software
RM'000
Services
RM'000
Others
RM'000
Elimination
RM'000
Total
RM'000
27,103
18,933
46,036
25,760
21,893
47,653
25,485
8,960
34,445
18,978
11,734
30,712
(61,520)
(61,520)
97,326
97,326
52
3,632
(1,906)
(2,129)
(592)
(540)
273
3,854
(2,295)
(4,433)
(3,739)
(184)
44
2,392
(2,717)
(3,991)
(3,004)
(346)
119
7,652
(830)
(11,273)
(51,288)
(5)
(16,724)
16,724
-
488
806
(7,748)
(5,102)
(58,623)
(1,075)
(5,704)
(15,958)
(63,233)
(1,278)
(85,421)
1,087
74,394
1,807
27,840
5,390
20,563
420
20,810
(74,124)
8,704
69,483
(26,310)
(30,481)
(53,592)
(43,134)
64,137
(89,380)
752
110
x tally
c)
x tally
24,855
2,132
-
93,019
1,419
2,882
6
26,987
#REF!
97,326
#REF!
Segment reporting
Segment reporting is presented for enhanced assessment of the Group's risks and returns. A
business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are peculiar within the particular business segment.
Segment revenue, expense, assets and liabilities are those amounts resulting from the operating
activities of a segment that are directly attributable to the segment and the relevant portion that
can be allocated on a reasonable basis to the segment. Segment revenue, expense, assets and
liabilities are determined before intra-group balances and intra-group transactions are
eliminated as part of the consolidation process, except to the extent that such intra-group
balances and transactions are between group enterprises within a single segment. Inter-segment
pricing is based on similar terms as those available to other external parties.
d)
111
31.03.12
RM'000
Company
31.03.13
31.03.12
RM'000
RM'000
5,961
34
597
371
13,648
94
1,342
1,465
2,025
4
165
109
4,292
7
186
381
6,963
16,549
2,303
4,866
The total number of employees of the Company, including the Directors, as at the end of the
financial year was 61 (2012: 126).
The total number of employees of the Group, including the Directors, as at the end of the
financial year was 18 (2012: 13).
4,000
14,000
18,000
4,000
16,000
20,000
112
Group
31.03.13
Financial assets
Trade and other receivables
Cash and bank balances
Financial liabilities
Trade and other payables
Bank overdraft
Borrowings
31.03.12
Financial assets
Trade and other receivables
Fixed deposits
Cash and bank balances
Financial liabilities
Trade and other payables
Bank overdraft
Borrowings
Loans and
receivables
RM'000
Financial
liabilities at
amortised
cost
RM'000
Total
RM'000
3,097
179
3,276
3,097
179
3,276
17,415
33,237
5,785
56,437
17,415
33,237
5,785
56,437
17,185
24,158
245
41,588
17,185
24,158
245
41,588
25,385
24,218
36,877
86,480
25,385
24,218
36,877
86,480
18,154
7
18,161
18,154
7
18,161
10,051
21,466
31,517
10,051
21,466
31,517
Company
31.03.13
Financial assets
Trade and other receivables
Cash and bank balances
Financial liabilities
Trade and other payables
Bank overdraft
113
Loans and
receivables
RM'000
Company
31.03.12
Financial assets
Trade and other receivables
Cash and bank balances
Financial liabilities
Trade and other payables
Bank overdraft
Financial
liabilities at
amortised
cost
RM'000
Total
RM'000
17,196
6
17,202
17,196
6
17,202
35,070
21,727
56,797
35,070
21,727
56,797
39,022
17,415
(179)
56,258
31.03.12
RM'000
61,095
25,385
(245)
86,235
Company
31.03.13
31.03.12
RM'000
RM'000
21,466
10,051
(7)
31,510
21,727
35,070
(6)
56,791
114
31.03.12
RM
Company
31.03.13
31.03.12
RM
RM
(46,028)
(19,897)
(10,941)
10,309
-122.2%
-433.4%
-288.0%
550.9%
115
70,784
69,746
(173,022)
(138,755)
(138,628)
(109,396)
116
24,403
61,095
24,158
(24,158)
24,218
(24,218)
24,158
245
24,218
36,877
24,164
21,727
24,158
(24,158)
21,727
(21,727)
24,158
6
21,727
-
(488)
(806)
66,537
1,353
16,549
14,070
-
(806)
806
22,301
(1,353)
(16,549)
(14,070)
9,488
183
(1,294)
88,838
9,488
183
117
As restated
RM'000
81,597
304
5,046
813
-
5,683
(304)
(5,046)
(813)
480
87,280
480
6,577
(16,463)
(5,102)
5,102
1,475
(11,361)
(6,390)
(5,719)
(5,671)
5,671
(12,061)
(48)
118
ANALYSIS OF SHAREHOLDINGS
Analysis of shareholdings as at 13 August 2013
Authorised share capital
Issued and paid up share capital
Class of shares
Voting rights
RM250,000,000
RM83,289,578
Ordinary shares of RM0.10 each
One vote per share
No of
shareholders
250
243
1,547
3,320
1,150
1
6,511
% of
shareholders
3.84
3.73
23.76
50.99
17.66
0.02
100.00
No of shares held
12,757
159,459
11,558,563
150,535,891
627,629,110
43,000,000
832,895,780
% of issued
capital
0.00
0.02
1.39
18.07
75.36
5.16
100.00
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
No of
shares
43,000,000
% of issued
capital
5.16
20,500,000
2.46
10,216,500
1.23
8,410,000
8,039,500
1.01
0.97
8,000,000
7,450,000
0.96
0.89
7,332,000
6,787,300
6,500,000
6,250,000
6,000,000
5,526,000
0.88
0.81
0.78
0.75
0.72
0.66
5,500,000
5,390,000
5,000,000
5,000,000
0.66
0.65
0.60
0.60
5,000,000
0.60
119
24.
25.
26.
27.
28.
29.
30.
No of
shares
5,000,000
4,800,000
4,500,000
4,100,000
4,050,000
% of issued
capital
0.60
0.58
0.54
0.49
0.49
3,900,000
0.47
3,900,000
3,757,400
3,560,000
3,500,000
0.47
0.45
0.43
0.42
3,100,000
3,050,000
0.37
0.37
Direct interest
No of shares
% of issued
capital
43,000,000
5.16
-
Indirect interest
No of shares
% of issued
capital
43,000,000(a)
5.16
Direct interest
No of shares
% of issued
capital
-
Indirect interest
No of shares
% of issued
capital
-
120
To receive the Audited Financial Statements for the financial year ended 31 March 2013 together with
the Reports of the Directors and Auditors thereon.
Please refer to Note A.
2.
To approve the payment of Directors fees of up to RM360,000.00 to the non-executive directors of the
Company for the financial year ending 31 March 2014.
Ordinary Resolution 1
3.
To re-elect Dato Seri Abdul Azim bin Mohd Zabidi as a Director of the Company in accordance with
Article 93 of the Companys Articles of Association.
Ordinary Resolution 2
4.
To re-elect Mr. Wan Azmi Bin Wan Abd Rahman as a Director of the Company in accordance with
Article 93 of the Companys Articles of Association.
Ordinary Resolution 3
5.
To re-elect Mr. Ong Tee Kien as a Director of the Company in accordance with Article 93 of the
Companys Articles of Association.
Ordinary Resolution 4
6.
To re-appoint the retiring Auditors, Messrs Hasnan THL Wong & Partners of the Company for the
ensuing year and to authorise the Directors to fix their remuneration.
Ordinary Resolution 5
As Special Business:
To consider and, if thought fit, to pass the following resolutions:
7.
8.
Proposed New Shareholders Mandate for Recurrent Related Party Transactions of a Revenue
or Trading Nature (Proposed New Shareholders Mandate)
THAT, subject to compliance with all applicable laws, regulations and guidelines, approval be and is
hereby given to the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions
of a revenue or trading nature with related parties as set out in Section 2.2 of the Circular to
Shareholders dated 3 September 2013 for the purposes of Paragraph 10.09, Chapter 10 of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements), subject to
the following:(i) the transactions are necessary for the day to day operations of the Companys subsidiary in the
ordinary course of business, at arms length, on normal commercial terms and are on terms not
more favourable to the related party than those generally available to the public and not
detrimental to minority shareholders of the Company;
(ii) the mandate is subject to annual renewal. In this respect, any authority conferred by a mandate
shall only continue to be in force until:(a) the conclusion of the next Annual General Meeting (AGM) of the Company, at which time it
will lapse, unless by a resolution passed at the meeting, the authority is renewed;
(b)
the expiration of the period within which the next AGM after the date it is required to be held
pursuant to Section 143(1) of the Companies Act, 1965 (CA) (but shall not extend to such
extension as may be allowed pursuant to Section 143(2) of CA); or
121
(c)
any one of the percentage ratios of such aggregated transactions is equal to or exceeds 1%,
To transact any other business of the Company for which due notice shall have been given.
Selangor
Date: 3 September 2013
122
i)
ii)
iii)
Article 93
Article 93
Article 93
(Ordinary Resolution 2)
(Ordinary Resolution 3)
(Ordinary Resolution 4)
The profile of the Directors standing for re-election for Ordinary Resolutions 2, 3 and 4 is set out in the Board
of Directors Profile of this Annual Report 2013. The shareholdings of the abovenamed Directors are disclosed
in the Analysis of Shareholdings Directors shareholdings section of this Annual Report.
The details of the Directors attendance for Board Meetings are disclosed in the Corporate Governance
Statement section of this Annual Report 2013.
The Twenty First Annual General Meeting of the Company will be held at Dewan Presiden, Kelab Golf Negara
Subang, Jalan SS7/2, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan on Wednesday,
25 September 2013, at 10.00 a.m.
123
PROXY FORM
PATIMAS COMPUTERS BERHAD (244510-H)
(Incorporated in Malaysia)
I/We, NRIC No./ Company No..
(Full name in capital letters)
of .....
(Full address)
being a member of PATIMAS COMPUTERS BERHAD hereby appoint ....
..... NRIC No./ Company No ......
(Full name in capital letters)
of ....
(Full address)
or failing him/her, ...NRIC No./ Company No .......
(Full name in capital letters)
of ...
(Full address)
or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Twenty First
Annual General Meeting of the Company to be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, Kelana Jaya,
47301 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 25 September 2013, at 10.00 a.m. and at any adjournment thereof.
My/our proxy is to vote as indicated below :
Ordinary
Resolution 1
Ordinary
Resolution 2
Ordinary
Resolution 3
Ordinary
Resolution 4
Ordinary
Resolution 5
Resolution
To approve the payment of Directors fees for the financial year ending 31
March 2014
Re-election of Dato Seri Abdul Azim bin Mohd Zabidi as Director
For
Against
Date
NOTES ON APPOINTMENT OF PROXY
1.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead.
A proxy may but need not be a member of the Company. A member may appoint any person to be his proxy without limitation and the
provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. There shall be no restriction as to the qualification of the proxy.
2.
A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting and where a member appoints
two (2) proxies the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. If
a member appoints two (2) proxies, he must specify which proxy is entitled to vote on a show of hands. Only one (1) of those proxies is
entitled to vote on a show of hands.
3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (omnibus account) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the
number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
4. 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 the corporations seal or under the hand of an officer or attorney duly authorised.
5. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially certified or
office copy of such power or authority, shall be deposited at the Share Registrar of the Company at Boardroom Corporate Services (KL)
Sdn Bhd of Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan not less than 48
hours before the time set for holding the meeting or any adjournment thereof.
6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 September 2013 (General Meeting
Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.
The Registrar of
Patimas Computers Berhad
Boardroom Corporate Services (KL) Sdn Bhd
Lot 6.05, Level 6, KPMG Tower,
8 First Avenue,
Bandar Utama, 47800 Petaling Jaya,
Selangor Darul Ehsan