ASDION BERHAD Solutions for Growing Businesses ASDION BERHAD (Company No.: 590812-D) annual report 2015 ASDION BERHAD (590812-D) ANNUAL REPORT 2015 Oval Tower @ Damansara Unit 28-8, 28th Floor, No. 685 Jalan Damansara TTDI, 60000 Kuala Lumpur, Malaysia T: +603 6272 7878 F: +603 6272 7373 www.asdion.com ASDION BERHAD (590812-D) ANNUAL REPORT 2015 Contents Notice of Annual General Meeting ... 2 Company’s Profile ... 4 Group Corporate Structure ... 5 Corporate Information ... 6 Profile of the Board of Directors ... 7 Audit Committee Report ... 12 Statement of Corporate Governance ... 17 Statement on Risk Management and Internal Control ... 25 Additional Compliance Information ... 28 Chairman’s Statement ... 33 Financial Statements ... 37 List of Properties ... 129 Analysis of Shareholdings ... 131 Form of Proxy ... Enclosed 1 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Thirteenth Annual General Meeting of the Company will be held at Sri Damansara Club Berhad, Lot 23304, Persiaran Perdana, Bandar Sri Damansara, 52200 Kuala Lumpur on Monday, 28 September 2015 at 10.00 a.m. for the following purposes: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements of the Company for the financial Please refer to year ended 31 March 2015 together with the Reports of the Directors and explanatory Auditors thereon. note A 2. To re-elect the following Director who retire in accordance with Article 81 of the Company’s Articles of Association and, being eligible, offer himself for re-election: (a) Mr. See Poh Yee Resolution 1 3. To re-elect the following Directors who retire in accordance with Article 88 of the Company’s Articles of Association and, being eligible, offer themselves for re-election: (a) Mr. Selva Rasan A/L Dato’ Puspa Das Resolution 2 (b) Encik Mohamad Farid Bin Mohd Yusof Resolution 3 (c) Datuk Raime Bin Unggi Resolution 4 (d) Dato’ Yen Soon Ai Resolution 5 (e) Tengku Azlan Ibni Sultan Abu Bakar Resolution 6 (f) Dato’ Mohamed Ridzuan Bin Nor Md Resolution 7 4. To approve the payment of Directors’ Fees for the financial year ended 31 Resolution 8 March 2015. 5. To re-appoint Messrs. SJ Grant Thornton as the Auditors of the Company Resolution 9 and to authorise the Board of Directors to fix their remuneration. AS SPECIAL BUSINESS 6. To consider and, if thought fit, to pass the following Ordinary Resolution with Resolution 10 or without modifications:- ORDINARY RESOLUTION - AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant governmental and/or regulatory authorities, authority be and is hereby given to the Directors to issue shares in the Company, at any time and upon such terms and conditions 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 in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company. 2 ASDION BERHAD (590812-D) ANNUAL REPORT 2015 Notice of Annual General Meeting (Cont’d) 7. To transact any other ordinary business of the company for which due notice shall have been given. By Order of the Board Lee Wai Ngan (LS00184) Chan Toye Ying (LS00185) Company Secretaries Kuala Lumpur 26 August 2015 Notes: 1. In respect of deposited securities, only members whose name appear in the Record of Depositors as at 21 September 2015 (“General Meeting Record of Depositors”) shall be regarded as a member entitled to attend, speak and vote or to appoint a proxy or proxies to attend, speak and vote at the Thirteenth Annual General Meeting. 2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A member may appoint more than one proxy to attend at the same meeting. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy. 3. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 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 its common seal or under the hand of an officer or attorney duly authorised. 5. The instrument appointing a proxy must be deposited at the Company’s Registered Office situated at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur not less than forty- eight (48) hours before the time for holding the meeting or at any adjournment thereof. Explanatory Note A This Agenda item is meant for discussion only as the provisions of Section 169(1) of the Companies Act, 1965 does not require a formal approval of the shareholders for the audited financial statements. As such, this item is not put forward for voting. Explanatory Note on Special Business : The Ordinary Resolution 10 proposed in Agenda 6, if passed, will empower the Directors to issue shares up to 10% of the issued and paid-up share capital of the Company from time to time for such purposes as the Directors consider would be in the best interest of the Company. This authorisation will expire at the conclusion of the next Annual General Meeting of the Company. The mandate sought is a renewal of the mandate given by the shareholders of the Company at the Twelfth Annual General Meeting held on 25 September 2014. As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors and accordingly, no proceeds were raised therefrom. The purpose for the renewal of the general mandate is to avoid any delay and additional costs in convening a general meeting to approve such issue of shares in the event of any possible fund raising activities for the purpose of funding future projects, additional working capital, etc. which may require the allotment and issuance of new shares. 3 Company’s Profile HISTORY AND PRINCIPAL ACTIVITIES “ASDION” is an acronym for Application Solution Developed In Objects and Network. Asdion Berhad (“Asdion”) was incorporated in Malaysia as a private limited company on 27 August 2002 under the Companies Act 1965 with the name of “Asdion Sdn Bhd”. On 16 December 2003, Asdion converted into a public limited company and adopted its present name. The principal activities of Asdion are investment holding and engaging in software development and Information Communication Technology and related activities. The Asdion Group specialises in providing advanced integrated operations software solutions and products with particular focus on a broad service sectors from hospitality, membership, supply chain logistics to media related businesses. Asdion seeks to position itself as a performance leader in the Asia Pacific market in the development, marketing and distribution of advanced integrated business solutions. Its vision is to develop superior and reliable software products to meet challenging demands in the market place. VISION ASDION is committed to be the performance leader in the global market in the development, marketing and distribution of advanced integrated business solution. CORPORATE MISSION STATEMENT In achieving this vision, ASDION will: • Develop superior software products to meet the ever challenging demand in the market place; • Provide reliable high quality products and services; • Create a brand image for its products; • Establish a network of end-users for its products and to develop strategic marketing alliances with Solution Providers; • Develop a highly trained technical staff force to ensure continuous back-up and technical support for its products; • Provide a safe, healthy and socially responsible workplace and exercising social responsibility in the wider community; • Continually seek new opportunities for growth in related technologies; and • Ensure it is a reliable, service and quality driven organisation responsive to customers and shareholders 4 ASDION BERHAD (590812-D) ANNUAL REPORT 2015 Group Corporate Structure 100% Asdion Data Services Sdn Bhd 100% 100% Techtron Integrated Asdion Hospitality Systems (S) P/L Solutions Sdn Bhd 97% Asdion Software (Shanghai) Co., Ltd 97% 100% Asdion Software Pte Ltd 108 Talent Sdn Bhd 97% Asdion Exim (Shanghai) Co., Ltd 100% Venice Sanctuary Sdn Bhd 100% ASDION BERHAD (590812-D) Asdion Project Synergy Sdn Bhd 90% Asdion Digital Advance System Sdn Bhd 51% Taz Logistics Sdn Bhd 36% Sun Rock Development Sdn Bhd Wholly-owned Subsidiaries Subsidiaries Associate 5 Corporate Information BOARD OF DIRECTORS REGISTERED OFFICE TENGKU AZLAN IBNI SULTAN ABU BAKAR Plaza 138, Suite 18.03, 18th Floor, 138, Chairman/ Independent Non-Executive Director Jalan Ampang, (Appointed on 8 April 2015) 50450 Kuala Lumpur. Telephone : 603-2161 5466 YAP TAI TEE Facsimile : 603-2163 6968 Group Managing Director / Chief Executive Email : [email protected] Officer DATO’ MOHAMED RIDZUAN BIN NOR MD SHARE REGISTRAR Executive Director (Appointed on 8 April 2015) Systems & Securities Sdn Bhd (17394-P) Plaze 138, Suite 18.03, 18th Floor, 138, DATO’ YEN SOON AI Jalan Ampang, Executive Director 50450 Kuala Lumpur. (Appointed on 29 January 2015) Telephone : 603-2161 5466 Facsimile : 603-2163 6968 DATUK RAIME BIN UNGGI Independent Non-Executive Director (Appointed on 29 January 2015) CORPORATE OFFICE SELVA RASAN A/L DATO’ PUSPA DAS Oval Tower @ Damansara Independent Non-Executive Director Unit 28-8, 28th Floor (Appointed on 24 December 2014) No.