Laporan Tahunan 2012 / 2013 Annual Report
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LAPORAN TAHUNAN 2012 / 2013 ANNUAL REPORT CORPORATE VISION To create a business organisation that combines a high-trust culture which enables Ingress to develop meaningful partnerships, both inside and outside the organisation - with entrepreneurial and professional attributes. Creating meaning in life and bringing harmony to its surroundings is the embodiment of the Ingress vision. QUALITY POLICY STATEMENT To achieve total customer satisfaction, we shall strive for competitiveness, continuous improvement and excellence through Human Resource Development. CONTENTS Notice of Annual General Meeting 2 Statement Accompanying Notice 3 of Annual General Meeting Corporate Information 4 - 5 Corporate Office & Subsidiaries 6 - 7 Financial Highlights 8 - 9 Media Highlights 10 Group Structure 11 Our Products & Services 12 - 18 Certification 19 Calendar of Significant Events 20 - 21 Board of Directors 22 - 23 Profile of Directors 24 - 27 Chairman’s Statement 28 - 35 Corporate Social Responsibility 36 Statement on Corporate Governance 37 - 45 Statement on Directors’ Responsibility 46 for Preparing the Financial Statements Audit Committee 47 Audit Committee Report 48 - 50 Statement on Risk Management 51 - 52 and Internal Control Additional Compliance Information 53 - 54 Audited Financial Statements 55 - 139 Analysis of Equity Structure 140 Directors’ Interest in Shares 140 Substantial Shareholders 140 Name of Top 30 Shareholders 141 List of Properties 142 Proxy Form NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the FOURTEENTH (14TH) ANNUAL GENERAL MEETING (“AGM”) of INGRESS CORPORATION BERHAD (“the Company”) will be held on Wednesday, 24 July 2013 at The Royale Boardroom, Level 2, The Royale Bintang Damansara, 2, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan at 11.00 a.m for the following businesses: AGENDA 1. To receive, consider and adopt the Audited Financial Statements for the financial year ended 31 January 2013 together with the Report of the Directors and Auditors thereon; RESOLUTION 1 2. To approve the Directors’ fees for the financial year ended 31 January 2013; RESOLUTION 2 3. To re-elect Datuk (Dr.) Rameli Bin Musa, a Director retiring pursuant to Article 103 of the Articles of Association of the Company; RESOLUTION 3 4. To re-elect Dato’ Zulkifly @ Ibrahim Bin Ab Rahman, a Director retiring pursuant to Article 103 of the Articles of Association of the Company: RESOLUTION 4 5. To re-elect En. Mohamad Bin Hassan, a Director retiring pursuant to Article 109 of the Articles of Association of the Company; RESOLUTION 5 6. To re-appoint Messrs Ernst & Young as Auditors of the Company for the ensuing financial year and to authorize the Directors to fix their remuneration. RESOLUTION 6 AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolutions with or without modifications: 7. Ordinary Resolution To consider and, if thought fit, to pass the following resolution in accordance with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) “THAT En. Shamsudin @ Samad Bin Kassim who has served the Board as an Independent Non-Executive Director of the Company for a term of more than nine (9) years since 2 November 2001 be and is hereby retained as an Independent Non-Executive Director of the Company and to hold office until the conclusion of the next AGM of the Company pursuant to the MCCG 2012”. RESOLUTION 7 8. Ordinary Resolution To consider and, if thought fit, to pass the following resolution in accordance with Recommendation 3.3 of the MCCG 2012 “THAT Dato’ Vaseehar Hassan Bin Abdul Razack who has served the Board as an Independent Non-Executive Director of the Company for a term of more than nine (9) years since 23 October 2000 be and is hereby retained as an Independent Non-Executive Director of the Company and to hold office until the conclusion of the next AGM of the Company pursuant to the MCCG 2012”. RESOLUTION 8 9. Ordinary Resolution Authority to issue new ordinary shares pursuant to Section 132D of the Companies Act, 1965 (“the Act”) “THAT pursuant to Section 132D of the Act and the Articles of Association of the Company and subject to the approvals from Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and other relevant government / regulatory authorities, where such approval(s) is/are necessary, the Directors of the Company be and hereby authorized to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company as at the date of this AGM and that the Directors be and are also empowered to obtain the approval for the listing of quotation for the additional shares so issued on the Bursa Malaysia and that such authority shall continue to be in force until the conclusion of the next AGM of the Company”. RESOLUTION 9 10. Special Resolution Proposed Amendments to the Articles of Association of the Company “THAT the Proposed Amendments to the Articles of Association of the Company (“Proposed Amendments”) as set out in Part A of the Circular to Shareholders dated 3 July 2013 be and hereby approved and adopted AND THAT the Directors and the Secretaries of the Company be and hereby authorized to take all steps as are necessary and expedient in order to implement, finalize and give full effect to the Proposed Amendments”. RESOLUTION 10 11. To transact any other business of the Company of which due notice has been received. By Order of the Board INGRESS CORPORATION BERHAD Nolida Binti Md Hashim (LS 0007254) Azhari Bin Ahmad (LS 0009040) Kuala Lumpur Company Secretaries Date: 3 July 2013 002 Annual Report 2012/2013 INGRESS CORPORATION BERHAD Notes: 1. A member entitled to attend and vote at this AGM is entitled to (ii) Both have never transacted or entered into any appoint a proxy or proxies to attend and vote in his or her stead. transactions with, nor provided any services to the Group A proxy may, but need not be a member of the Company and within the scope and meaning of MMLR; the provisions of Section 149(1)(b) of the Act shall not apply to the Company. (iii) Both have been with the Company for more than 9 years and are familiar with the business operations of the Group 2. The instrument appointing a proxy shall be in writing under and related industries; and the hand of appointer or his or her attorney duly appointed under a power of attorney or if such appointer is a corporation (iv) Both have exercised due care and diligence during their either under its common seal or under the hand of an officer or tenure as Independent Non-Executive Directors of the attorney duly appointed under a power of attorney. Company and have carried out their professional duties in the best interest of the Company and Group and NOTICE OF ANNUAL GENERAL MEETING 3. Where a member appoints more than one proxy, the shareholders. appointment is invalid unless the proportions of holdings represented to each proxy are specified. (b) Resolution 9 The Proposed Resolution 9, if passed, will give the Directors 4. Where a member of the Company is an authorized nominee as of the Company, from the date of the above AGM, defined under the Securities Industry (Central Depositories) Act authority to issue and allot ordinary shares in the Company 1991, it may appoint at least one (1) proxy in respect of each up to and not exceeding Ten Percent (10%) of the issued securities account it holds with ordinary shares of the Company share capital of the Company for the time being, for such standing to the credit of the said securities account. purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by 5. The instrument appointing a proxy must be deposited at the the Shareholders of the Company in a general meeting, will registered office of the Company at Lot 2778, 5th Floor, Jalan expire at the conclusion of the next AGM. Damansara, Sungai Penchala, 60000 Kuala Lumpur, at least forty-eight (48) hours before the time appointed for holding the A renewal of this authority is being sought at the 14th AGM meeting or any adjournment thereof. under the proposed Ordinary Resolution No.9. As at the date of this Notice, no new shares in the Company were 6. Registration of members/proxies attending the meeting will be issued pursuant to the mandate granted to the Directors at from 10.00 a.m. on the day of the meeting. Members/proxies the 13th AGM held on 17 July 2012 and which will lapse at are required to produce their identification documents for the conclusion of this AGM. registration. The renewed mandate will provide flexibility to the 7. Explanatory Notes to Special Business: Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose (a) Resolution 7 and Resolution 8 of funding future investment and/or for working capital Having assessed the independence of En. Shamsudin @ purpose as the Directors deem fit and in the best interest of Samad Bin Kassim and Dato’ Vaseehar Hassan Bin Abdul the Company. Razack who have served as Independent Non-Executive Directors of the Company for a cumulative term of more (c) Resolution 10 than nine (9) years, the Board, upon recommendation by The Proposed Amendments are to enable the Company to the Nomination Committee, is satisfied with the assessment adopt the recent amendments made to the MMLR where and therefore recommends that both En.