ANNUAL REPORT 2012
CONTENTS
Corporate Information 1
Corporate Structure 4
Board of Directors’ Profile 5
Chairman’s Statement 9
Statement of Corporate Governance 11
Other Information 18
Report of the Audit Committee 21
Statement on Internal Control 26
Financial Statements 28
Analysis of Shareholdings 119
Notice of Annual General Meeting 122
Statement Accompanying Notice Of Annual General Meeting 124
CORPORATE INFORMATION BOARD OF DIRECTORS
Dato’ Bahari bin Haron Independent Non-Executive Chairman Appointed on 24 August 2012
Abdul Ghaffur bin Ramli Independent Non-Executive Director Dato’ Yap Wee Hin Non-Independent Non-Executive Director Law Siew Ngoh Non-Independent Non-Executive Director Robert Daniel Tan Kim Leng Non-Independent Non-Executive Director Dato’ Ng Back Heang Non-Independent Non-Executive Director Khairudin bin Ibrahim Independent Non-Executive Director Lim Kok Kiong Independent Non-Executive Director
Appointed on 24 August 2012 Chai Ko Thing Independent Non-Executive Director
Appointed on 16 October 2012 Wong Ngai Peow Independent Non-Executive Director
Appointed on 24 August 2012 Resigned on 12 October 2012 Aziz Yazdani bin Ahmad Khalil Independent Non-Executive Director
Resigned on 17 October 2012 Hwang Seak Wai Independent Non-Executive Director
Appointed on 24 August 2012 Resigned on 5 November 2012
AUDIT COMMITTEE
Lim Kok Kiong Chairman
Dato’ Bahari bin Haron Member
Chai Ko Thing Member
NOMINATION COMMITTEE
Dato’ Bahari bin Haron Chairman
Lim Kok Kiong Member
Chai Ko Thing Member
REMUNERATION COMMITTEE
COMPANY SECRETARIES
Tai Yit Chan (MAICSA 7009143) Liew Irene (MAICSA 7022609)
REGISTERED OFFICE
Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama, 47800 Petaling Jaya,
Selangor Darul Ehsan Tel.No.:03-7720 1188 Fax.No.:03-7720 1111
WEBSITE
www.patimas.com
BUSINESS ADDRESS
Patimas Technology Centre, Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur Tel. No.:03-8994 1818
Fax. No.:03-8994 2288
Lot 4.1, 4th Floor, Menara Lien Hoe, No. 8, Persiaran Tropicana,
Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Tel. No.: 03-7880 3961
Fax. No.: 03-7886 7391
REGISTRARS
Boardroom Corporate Services (KL) Sdn Bhd Lot 6.05, Level 6, KPMG Tower,
8 First Avenue, Bandar Utama, 47800 Petaling Jaya,
Selangor Darul Ehsan Tel. No.:03-7720 1188 Fax. No.:03-7720 1111
AUDITORS
ERNST & YOUNG Chartered Accountants Level 23 A, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, 50490 Kuala Lumpur
PRINCIPAL BANKERS
Malayan Banking Berhad RHB Bank Berhad
SOLICITORS
Ainul Azam & Co
Suite 6.01C, 6th Floor, South Block, The AmpWalk , 218, Jalan Ampang, 50450 Kuala Lumpur
STOCK EXCHANGE LISTING
Main Market of Bursa Malaysia Securities Berhad Stock Name PATIMAS
CORPORATE STRUCTURE
Patimas Computers Berhad
•
Patimas
Computer
Services Sdn. Bhd.
•
Patimas
Computer
Systems Sdn. Bhd.
•
Patimas
Computer
Technology Sdn. Bhd.
•
Patimas Computer Software Sdn. Bhd.
•
Patimas Computer Security Sdn. Bhd.
•
Patimas Dot Com Sdn. Bhd.
•
Patimas Business Solutions Sdn. Bhd.
•
Patimas Outsourcing Services Sdn. Bhd.
•
Patimas Services Sdn. Bhd.
•
Patimas Education Centre Sdn. Bhd.
•
Patimas International Sdn. Bhd.
•
Patimas-HPD Systems Sdn. Bhd.
•
Patimas e-Business Sdn. Bhd.
•
OED Technology Sdn. Bhd. (65%)
•
Patimas Workgroup Technology Sdn. Bhd. (60%)
•
Sigma AIT Sdn. Bhd. (49%)
•
Scion Global Sdn. Bhd. (45%)
•
Dynotronic International Sdn. Bhd. (40%)
As at November 2012
Unless otherwise stated, 100% owned
BOARD OF DIRECTORS’ PROFILE Dato' Bahari bin Haron
Independent Non-Executive Director
Dato' Bahari bin Haron, a Malaysian aged 64, was appointed to the Board and assumed the role of the Independent Non-Executive Chairman of Patimas on 24 August 2012. Dato’ Bahari is a Barrister-at-law (Inner Temple, London) and was a Magistrate of Kuala Lumpur Court from 1973 to 1974. Dato' Bahari started his own legal practice in 1974 and was actively involved in UMNO Johor. In 1982, he was elected as a Member of Parliament for Labis, Johor. He was appointed as the State Exco Member in 1989 and held the portfolio of Chairman of the State Housing and Local Government Committee. He was also involved in various business activities in the retail, property, food and manufacturing industries. He was the Director of Bank Rakyat for five years and was the Vice Chairman of Kejora (Lembaga Kemajuan Johor Tenggara) for eight years. Dato’ Bahari 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.
Abdul Ghaffur bin Ramli
Independent Non-Executive Director
En. Abdul Ghaffur Bin Ramli, a Malaysian aged 59, was appointed to the Board on 29 October 1997 and subsequently as the Chairman of Patimas from 28 February 2008 to 24 August 2012. He was redesignated as an Independent and Non-Executive Director on 24 August 2012. En. Ghaffur holds a Bachelor of Science (Honours) in Electronic, Computer and Systems Engineering from Loughborough University of Technology, United Kingdom and is a Registered Professional Engineer and a Fellow of the Institution of Engineers Malaysia. He has 35 years of experience in the construction industry and currently holds controlling interests in several private companies in the business of trading and construction.
En. Ghaffur 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. He attended all of the six Board meetings of the Company held in the financial period ended 31 March 2012.
Dato’ Yap Wee Hin
Non-Independent Non-Executive Director
Dato’ Yap Wee Hin, a Malaysian aged 54, holds a Bachelor of Commerce in accounting from the Canterbury University, New Zealand and is a member of the New Zealand Society of Chartered Accountants and the Malaysian Institute of Accountants. Dato’ Yap was appointed to the board of Patimas on 15 July 1992 and held the position of Managing Director from October 1997 to July 2005 before assuming the Deputy Executive Chairman role. He was redesignated as Non-Independent and Non-Executive Director on 24 August 2012.
Dato’ Yap began his career in 1980 as an auditor in various international accounting firms based in New Zealand and Singapore and had since held key positions in a private company in Malaysia whose activities spanned over the cosmetics, manufacturing, property development and construction industries. His foray into the IT Industry began in 1989 when he joined Patimas Business Solutions Sdn. Bhd. and thereon, steered the Patimas Group to become a significant player in the IT industry. As one of the founding directors of Patimas, he has been involved in driving the Patimas Group in the development of innovative software solutions from the pioneering e-Government flagship application, e-stockbroking to e-learning system. Patimas was amongst early developers of Intranet and Internet applications, IT outsourcing, Broadband connectivity, Managed Network Services, Interactive Voice Response Systems and wireless share prices dissemination.
Dato’ Yap 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. He attended all of the six Board meetings of the Company held in the financial period ended 31 March 2012.
Law Siew Ngoh
Non-Independent Non-Executive Director
Mdm Law Siew Ngoh, a Malaysian aged 51, holds a Bachelor of Economics from Universiti Kebangsaan Malaysia. She was appointed to the Board as Finance Director on 10 March 1997 before her promotion to the position of Deputy Managing Director on November 2003 and subsequently to the position of Managing Director on July 2005. She was redesignated as Non-Independent and Non-Executive Director on 24 August 2012.
Mdm Law has more than 20 years of experience in the IT industry and is part of the pioneering team that built Patimas. In 1988 she joined Patimas Business Solutions Sdn. Bhd., a subsidiary of Patimas, as the Finance Manager and subsequently rose to the rank of Group Financial Controller in 1992. Throughout her career with Patimas, she has played a key role in the management of the Group’s finance and business operations.
Mdm. Law 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. She attended all of the six Board meetings of the Company held in the financial period ended 31 March 2012.
Robert Daniel Tan Kim Leng
Non-Independent Non-Executive Director
Mr. Robert Daniel Tan, a Malaysian aged 55, holds a Masters of Business Administration from Southern Cross University, Australia. His directorship in Patimas was redesignated as Non-Independent and Non-Executive Director on 24 August 2012.
Prior to his appointment on the board of Patimas on 14 October 1994, he was a Director of Patimas Business Solutions Sdn. Bhd., a subsidiary of Patimas, which he founded in 1987. Prior to that, he owned a company that provided various business application software for integrated accounting, payroll and stockbroking applications, which were implemented in many corporations in Malaysia and Singapore.
Mr. Tan 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. He attended five of the six Board meetings of the Company held in the financial period ended 31 March 2012.
Dato’ Ng Back Heang
Non-Independent Non-Executive Director
Dato’ Ng Back Heang, a Malaysian aged 58, was appointed to the Board on 10 March 1997. His directorship was redesignated as Non-Independent and Non-Executive Director on 24 August 2012.
Dato’ Ng is a member of the British Computer Society and a Fellow of the Association of International Accountants, United Kingdom. Dato’ Ng started his career with a ship repair and builder company in 1975 where he held various positions in the area of accounting and IT. He was the Country Manager of an established local IT company from 1984 to 1992 before joining Patimas where he held various key positions within the Group. Dato’ Ng has played a key role in the corporate planning and business development of Patimas since his appointment to the board of the Company.
Dato’ Ng 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. He attended all of the six Board meetings of the Company held in the financial period ended 31 March 2012.
Khairudin bin Ibrahim
Independent Non-Executive Director
En Khairudin bin Ibrahim, a Malaysian aged 43, was appointed to the Board on 28 November 2007. He was redesignated as Non-Independent and Non-Executive Director on 24 August 2012.
He holds a degree in Accounting (Hons) from Universiti Kebangsaan Malaysia and is a member of the Malaysian Institute of Accountants (MIA) and CPA Australia. He started his career with Coopers & Lybrand and with the merged firm, PricewaterhouseCoopers. He left PricewaterhouseCoopers as Manager of Business Assurance Services Division to start his practicing career. He is a partner of Afrizan Tarmili Khairul Azhar (Chartered Accountants). He is currently a member of the Financial Statements Review Committee of the MIA. He has been involved in the Accounting and Auditing Committee of the MIA and several working groups of Malaysian Accounting Standards Board (MASB). Presently, he sits on the Issues Committee of MASB. He also sits on the board of Libra Invest Berhad and its investment committee.
En. Khairudin 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. He attended all of the six Board meetings of the Company held in the financial period ended 31 March 2012.
Lim Kok Kiong
Independent Non-Executive Director
Lim Kok Kiong a Malaysian aged 41, was appointed to the Board of Patimas on 24 August 2012. He is a member of Malaysian Institute of Certified Public Accountants (MICPA) and also the Malaysian Institute of Accountants (MIA).
He started his career as an auditor with KPMG Peat Marwick where he also did his articleship. He was then appointed key positions in various private, listed and multinational companies, whose activities ranging from water treatment, industrial products and retailing, manufacturing of computers and peripherals and distribution and assembly of luxury cars.
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.
Chai Ko Thing
Independent Non-Executive Director
Chai Ko Thing, a Malaysian aged 41, 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 assume 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.
PROFILE OF ACTING GROUP CEO
Jarnail Singh A/L Ram Singh, a Malaysian aged 53, was appointed as the Acting Group Chief Executive Officer of Patimas on 15 August 2012. He holds a Diploma in Computer Science and has more than 30 years experience in the ICT industry having worked in various areas from programming, systems analysis; to running various computer-based companies. He is a director of various private companies for the past 20 years and for the last 13 years; his company, Sprintz Designs Sdn Bhd, has been a business partner of Patimas. Since January 2008 till todate, Mr Jarnail Singh headed and managed the telecommunications business division for the Patimas Group. As Head of the Telecommunications group, he has grown the business to include amongst others, the supply and implementation of specialized equipment, software and services to the telecommunications industry in Malaysia and also worked closely with major Network Equipment Producers to supply solutions to telecommunications industry in Malaysia, India, and South Africa.
He has no family relationship with any other Directors or major shareholders of Patimas, no conflict of interest with Patimas, save for his interest as above and has no convictions for offences.
CHAIRMAN’S 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 15 month period ended 31 March 2012.
Highlights
Patimas is facing a trying time with the unresolved significant accounting and audit findings/queries (“Significant Audit Findings”) in the accounts of the Patimas Group that were recently brought to the our attention when the external auditors expressed concerns that they have not been able to obtain sufficient competent audit evidence to form an opinion for the purpose of issuance of the 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 on the same date that the Company was not able to issue its annual audited financial statements for 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 whom shall no longer be responsible for the financial management of the Patimas Group. In order to protect the interest of all stakeholders, the Board has on 15 August 2012 appointed Mr. Jarnail Singh Daliwal 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.
Further, following discussion with Bursa Malaysia Securities Berhad (“Bursa”), the Audit Committee was directed by Bursa to appoint an investigative auditor to conduct an investigative audit on the financial affairs of Patimas. We have on 16 October 2012 appointed UHY Advisory (KL) Sdn Bhd as the audit firm to carry out the new investigative audit.
Pursuant to paragraph 8.04(3)(b) of the LR in relation to Practice Note 17, the Company has on 1 November 2012 made the First Announcement to Bursa as a PN17 Company, 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 Company’s latest audited financial statements. In the First Announcement, the Company has indicated the status of its endeavours to formulate a regularization plan to regularize the Group’s financial condition.
Prospects
The Board is in the process of evaluating the prospects of the Group in light of the investigative audit, the PN 17 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.
Amid a severe setback against our business performance, our main task ahead is to strive harder and emerge as a stronger business entity. Immediate emphasis is on the need for the Group to seek new revenue streams whilst improving the existing businesses.
The Board is mindful of the challenges facing the Group and is working diligently to improve its performance.
Appreciation
On behalf of the Board, I would like to take this opportunity to thank all our valued shareholders, business partners, customers, bankers and regulatory authorities and the employees for your continuous support to the Group during these challenging times.
We wish to also record our appreciation to the past directors, En Aziz Yazdani, Mr Wong Ngai Peow and Mr. Hwang Seak Wai who have resigned recently. My appreciation also goes to my fellow Board members for their invaluable guidance and advice.
Dato’ Bahari bin Haron
STATEMENT OF CORPORATE GOVERNANCE
The Board of Directors of Patimas fully appreciates the importance of adopting high standards of Corporate Governance within the Group as per the Malaysian Code on Corporate Governance (Revised 2007) (‘the Code”), the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Bursa Securities Listing Requirements”) and Corporate Governance Guide: Towards Boardroom Excellence (CG Guide) in order to protect the interests of shareholders and other stakeholders.
The Board is pleased to provide the following statement, which outlines the main Corporate Governance principles and practices that were in place throughout the financial period ended 31 March 2012, unless otherwise stated.
Board of Directors The Board
The Board assumes responsibility for effective stewardship and control of the Company. The responsibilities of the Board include setting the strategic and succession plans of the Group, monitoring performance goals, formalizing documentation on matters specifically reserved for its decision and ensuring that the Group's internal controls and reporting procedures are adequate. The Board comprises members with a wide range of business, financial, technical and public service background. With this mix of expertise and background, the Company is led and guided by an experienced and competent Board of Directors.
The profiles of the Board of Directors are provided in the Annual Report on pages
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 period ended 31 March 2012 six board meetings were held. The information on the attendance of the members is as follows:
Members No of meetings attended
Attendance
En. Abdul Ghaffur bin Ramli 6/6 100%
Dato’ Yap Wee Hin 6/6 100%
Madam Law Siew Ngoh 6/6 100%
Robert Daniel Tan Kim Leng 5/6 83%
Dato’ Ng Back Heang 6/6 100%
En. Aziz Yazdani bin Ahmad Khalil* 6/6 100%
En. Khairudin bin Ibrahim 6/6 100%
Notes:
Dato’ Bahari bin Haron, Mr. Wong Ngai Peow*, Mr. Hwang Siak Wai* and Mr. Lim Kok Kiong did not attend any of the Board meetings as the meetings were held prior to their appointment on 24 August 2012 and likewise for Mr Chai Ko Thing, prior to his appointment on 16 October 2012.
*Mr Wong Ngai Peow, En Aziz Yazdani bin Ahmad Khalil and Mr. Hwang Siak Wai resigned on 12 October 2012 17 October 2012 and 5 November 2012 respectively.
Board Committees
The Board has established various committees to assist the Board in managing the Group’s 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;
• Remuneration Committee;
• Nomination Committee; and
• Group Risk Management 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.
Board Composition and Balance
During the financial period ended 31 March 2012 and up to 24 August 2012, the Board comprised seven members, four of whom are Executive Directors while the other three are Independent Non-Executive Directors. Post 24 August 2012, the number of board members increased to eleven members and none of whom were holding any executive functions. The current composition of the Board of Directors is as set out in Corporate Information section of this Annual Report.
The composition of independent non-executive directors exceeds the minimum threshold prescribed by the Code and the Bursa Securities Listing Requirements. The Board is of the opinion that the composition of the Board aims to ensure that the interest of not only the Group, but also the stakeholders and the public in general are represented in all business strategies formulation and adoption.
During the period under review there is a clear division of roles of the Chairman and the Managing Director with each having his respective scope and responsibilities to ensure a balance of power and authority. The Chairman is responsible for ensuring the Board’s effectiveness and orderly conduct. The Managing Director is responsible for the implementation of Board policies, making operational decisions and monitoring the day-to-day running of the business. The Executive Directors take on the primary responsibilities of managing and monitoring the Group’s businesses, allocation of resources and enhancement of controls and governance. The Independent Non-Executive Directors are to deliberate and discuss policies and strategies formulated and proposed by the management with the view of the long-term interests of all stakeholders.
The presence of the Independent Non-Executive Directors is essential as they provide unbiased and independent view, advice and judgment as well as to safeguard the interest of other parties such as the minority shareholders and other stakeholders. En. Abdul Ghaffur bin Ramli has been appointed as the Senior Independent Non-Executive Director to whom any concerns relating to the Company may be conveyed.
Supply of Information
The Directors have full and unrestricted access to all information pertaining to the Group’s 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 Company’s expense in furtherance of their duties.
Appointments to the Board Nomination Committee
The Nomination Committee is responsible for reviewing the Board structure, size and composition and making recommendations to the Board for any adjustments that are deemed necessary. The Committee is also responsible in making annual assessment on the mix of skills, experience and effectiveness of the Board and the committees of the Board.
The Nomination Committee during the financial period ended 31 March 2012 comprised the following members:
Position
En. Abdul Ghaffur bin Ramli Chairman En. Aziz Yazdani bin Ahmad Khalil Member En. Khairudin bin Ibrahim Member
During the financial period ended 31 March 2012 the committee has met once with all members present. The Nomination Committee during the year reviewed and assessed the mix of skills and experience and size of the Board, contribution of each director and effectiveness of the Board and Board Committees and also reviewed the retirement of directors by rotation eligible for re-election. The Nomination Committee has also assessed the character, experience and competence of the Board and Senior Management.
Re-election
All Directors shall submit themselves for re-election every three years in accordance with the Company’s Articles of Association and regulatory requirements.
Directors’ Training
All Directors during the financial period ended 31 March 2012 have completed their Mandatory Accreditation Programme prescribed by Bursa Securities. In addition, during the financial period under review, all 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 Group’s business and affairs in enabling them to make meaningful decisions.
The Directors during the financial period ended 31 March 2012 have attended the briefings conducted by the Company Secretary pertaining to the Corporate Governance Guide and Malaysian Code on Corporate Governance 2012 issued by Securities Commission, Amendments to Bursa Listing Requirements and Corporate Disclosure Guide pursuant to Section 9 of the Capital Markets and Services Act 2001 issued by Bursa Securities Malaysia Berhad. Four of the Directors namely Abdul Ghaffur bin Ramli, Law Siew Ngoh, Dato’ Ng Back Heang and Khairudin bin Ibrahim have also attended a talk on the Sustainability Programme for Corporate Malaysia. The Directors have individually attended various training and seminars to strengthen their skill sets and knowledge on understanding of current issues and developments of the financial and business environment. They will continue to undergo training that may be required from time to time keeping abreast with latest changes in laws, regulations and the business environment.
Remuneration Committee
The Remuneration Committee is responsible to review and recommend to the Board the remuneration package of the Board. The remuneration package of the Executive Directors is based on the Group’s financials and the individual’s performance.
The Remuneration Committee during the financial period ended 31 March 2012 comprised the following members:
Position
En. Abdul Ghaffur bin Ramli Chairman En. Aziz Yazdani bin Ahmad Khalil Member En. Khairudin bin Ibrahim Member
Dato’ Yap Wee Hin Member
The current composition of the Remuneration Committee is as set out in Corporate Information section of this Annual Report.
During the financial period ended 31 March 2012 the committee has met once 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 Executive Directors and in respect of Non-Executive Directors, the level of remuneration shall reflect their respective levels of experience, expertise and responsibilities.
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 12.
Relationship with Shareholders and Investors
The Company recognises the importance of maintaining open communication with both institutional shareholders and individual investors and acknowledges that timely and equal dissemination of relevant information is provided to them. Discussions were also held from time to time by the Company with analysts/investors throughout the year. In this regard, any information provided are those within the disclosure requirements of the Bursa Securities and for additional clarification and information to assist them in matters that require their decision. The Annual General Meeting (“AGM”) is the principal forum for dialogue with shareholders to inform shareholders and investors of current developments. Notice of the AGM and the Annual Report are sent out to shareholders at least 21 days before the date of the meeting. Shareholders are encouraged to raise questions or to seek more information on the progress and performance of the Group. Where Extraordinary General Meetings (“EGM”) are held to obtain shareholders approval on certain business or corporate proposals, comprehensive circulars to shareholders would be sent within prescribed deadlines in accordance with regulatory and statutory provisions. During the AGM and EGM, the Chairman and Board members are available to respond to all shareholders’ queries.
Shareholders and members of the public are invited to access the Company’s website at www.patimas.com and the Bursa Securities’ website to obtain the latest information on the
Accountability and Audit
The financial reporting and internal control system of the Group is overseen by the Audit Committee, which comprised three Independent Non-Executive Directors, namely:
Position
En. Khairudin bin Ibrahim Chairman En. Abdul Ghaffur bin Ramli Member En. Aziz Yazdani bin Ahmad Khalil Member
The primary responsibilities, terms of reference and activities of the Audit Committee during the financial period ended 31 March 2012 are set out in the Audit Committee Report. The Audit Committee met six times during the financial period ended 31 March 2012.
Subsequently the above Audit Committee members resigned from their posts and the following newly members were appointed:
Position
Mr. Lim Kok Kiong Chairman (appointed on 24 August 2012) Dato’ Bahari bin Haron Member (appointed on 24 August 2012)
Mr. Wong Ngai Peow Member (appointed on 24 August 2012 and resigned on 12 October 2012)
Mr Chai Ko Thing Member (appointed on 16 October 2012)
The Internal Audit function which is outsourced to an internal auditing firm; reports directly to the Audit Committee and provides the Committee with an independent assessment of the adequacy of internal controls. Internal control deficiencies identified are discussed at the Audit Committee meetings to set appropriate corrective and preventive actions.
Group Risk Management Committee
The Group Risk Management Committee (GRMC) reports directly to the Audit Committee. The primary role of the committee is to oversee the management’s strategy implementation including deliberation of related risks of the subsidiaries during each GRMC meeting.
Financial Reporting
In presenting the annual audited financial statements and the quarterly financial results, the Directors aim to ensure that the financial statements and quarterly announcements are prepared in accordance with the Companies Act, 1965 and applicable approved accounting standards so as to offer a balanced and comprehensive assessment of the Group’s financial position and prospects.
Directors’ Responsibility Statement
The Board of Directors is responsible in ensuring financial statements prepared for each financial year which have been made out in accordance with the applicable approved accounting standards in Malaysia and give a true and fair view of the state of affairs of the Company and the Group.
In the process of preparing these financial statements, and other than as disclosed in the notes to the financial statements, the Directors have reviewed the accounting policies and practices. However, due to the circumstances that have been brought to the attention of the Board after the financial year ended 31 March 2012 and pending the completion of the investigative audit into the financial affairs of the Group and the Company, the Directors are not in a position to determine whether the accounting policies and practices were consistently applied throughout the year, and in cases where judgment and estimates were made, whether they were reasonable and prudent.
Additionally, although the Directors have relied on the system of internal controls to ensure that the information generated for the preparation of the financial statements from the underlying accounting records is accurate and reliable, in view of the investigative audit, the Directors are unable to form an opinion on the accuracy and reliability of such information at this point in time.
Relationship with the Auditors
The Company maintains a transparent relationship with the auditors in seeking their professional advice and towards ensuring compliance with the accounting standards. The external auditors met with the Audit Committee to present the scope of the financial audit before the commencement of audit and review the results of the said audit as well as the management letter, if any after the conclusion of the audit.
Statement of Compliance
In the opinion of the Board, the Company is in compliance with the Best Practices in Corporate Governance set out in the Malaysian Code on Corporate Governance. The Board will continue to promote and improve its corporate conduct within the Company and the Group.
Statement on Internal Control
The Statement on Internal Control in pages 26 to 27 of the Annual Report sets out an overview of the system of internal control of the Group.
OTHER INFORMATION
Utilisation of Proceeds Raised from Corporate Proposals
The Company has not raised any funds from any corporate proposals during the financial period ended 31 March 2012.
Share Buy back
The Company had obtained its shareholders’ approval at the Company’s Annual General Meeting held on 17 June 2011 in respect of the share buy-back of up to 10% of the issued and paid up share capital of the Company.
The Company is not seeking the renewal of the shareholders’ mandate on the Share Buy-Back at the Company’s forthcoming AGM.
There were no purchases, resale or cancellation of share undertaken by the Company during the financial period ended 31 March 2012.
Options, Warrants & Convertible Securities
There were no exercises of options, warrants or convertible securities during the financial period ended 31 March 2012.
Sanctions and / or Penalties
There were no sanctions or penalties imposed on the Company and its subsidiary companies, directors or management by the relevant regulatory bodies during the financial period ended 31 March 2012.
Non Audit Fees to External Auditors
The amount of non-audit fees paid to the external auditors by the Group for the financial period ended 31 March 2012 amounted to RM3,000.00
American Depository Receipt (ADR) / Global Depository Receipt (GDR)
The Company did not sponsor any ADR / GDR programme during the financial period ended 31 March 2012.
Profit Guarantee
There was no profit guarantee given by the Company during the financial period ended 31 March 2012.
Variation of Results
There is a variance of more than 10% between the Profit after Tax and Minority Interest stated in the Unaudited 5th Quarter Results for the period ended 31 March 2012 announced on 29 May 2012 and the Audited Financial Statements (AFS) 2012.
A reconciliation of the variance between Unaudited 5th Quarter Results and the AFS 2012 is set out as below:
The variance between Net Loss of the Unaudited 5th Quarter Results and the AFS for the financial period ended 31 March 2012 is 285%.
Below is the reconciliation on the Net Loss of the Unaudited 5th Quarter Results and the AFS for the financial period ended 31 March 2012:
The above audited results have to be read in conjunction with the full set of the Audited Financial Statements for the financial period ended 31 March 2012.
Explanatory notes:
(a) & (b) The Company decided to reverse the above mentioned revenue and cost because the external auditors were unable to obtain sufficient appropriate audit evidence to satisfy themselves as to the veracity of the related sale and purchase transactions with a group of customers and suppliers.
(c) The Company has on prudent basis made a further provision for doubtful debts as their recoverability are in doubt.
(e) Due to the reversal of revenue mentioned in (a) above, it has rendered significant uncertainty on the group's future revenue projection and hence the entire goodwill is impaired.
(f) This cost has been accrued as it relates to financial period ended 31 March 2012.
Further, in view of the developments in significant accounting and audit findings, and pending the completion of the investigative audit, an opinion cannot be formed at this juncture whether adjustments are necessary to the audited results for the financial period ended 31 March 2012 and hence if there will be any material variation against the said audited results.
Material Contracts involving Directors and major shareholders
Subject to the findings of the investigative audit and save for such disclosure made in the financial statements, there were no material contracts entered into by the Company and its subsidiary companies involving Directors’ and major shareholders’ interests either still subsisting at the end of the financial period ended 31 March 2012 or entered into since the end of the previous financial year.
Recurrent related party transactions of revenue nature
Subject to the findings of the investigative audit and save for such disclosure made in the financial statements, there were no recurrent related party transactions of revenue nature during the financial period ended 31 March 2012.
Contracts relating to loans
There were no contracts relating to loans by the Company involving Directors’ and major shareholders’ interests during the financial period ended 31 March 2012.
Corporate Social Responsibility (CSR) Statement
The Group views the CSR as a continuing commitment by business entities to behave ethically and carry out the social and environmental responsibilities. With such belief, the Group is committed and uses its best endeavours on ongoing basis, to integrate CSR practices into its day-to-day business operations i.e. offering graduate placement programs and reducing wastages in its daily workflow.
REPORT OF THE AUDIT COMMITTEE
Constitution
The Audit Committee of Patimas had been established since 1997. Composition
The composition of the Audit Committee throughout the financial period ended 31 March 2012 and up to 24 August 2012 is as follows:
En. Khairudin bin Ibrahim (Chairman); En. Abdul Ghaffur bin Ramli; and En. Aziz Yazdani bin Ahmad Khalil.
Subsequently on 24 August 2012, the above Audit Committee members resigned from their posts and the following new members were appointed:
Mr. Lim Kok Kiong (Chairman); Dato’ Bahari bin Haron; and Mr. Wong Ngai Peow.
Mr Wong Ngai Peow subsequently resigned on 12 October 2012. A new director, Mr Chai Ko Thing was appointed to the Board and the Audit Committee on 16 October 2012.
Secretary
The Company Secretary of Patimas acts as the Secretary to the Audit Committee. Meetings
The Audit Committee met six times during the financial period ended 31 March 2012. 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.
The information on the attendance of the members during the financial period ended 31 March 2012 is as follows:
Members No of meetings attended
Attendance
En. Khairudin bin Ibrahim 6/6 100% En. Abdul Ghaffur bin Ramli 6/6 100% En. Aziz Yazdani bin Ahmad Khalil 6/6 100%
Note: Mr. Lim Kok Kiong, Dato’ Bahari bin Haron, Mr. Wong Ngai Peow and Mr. Chai Ko Thing did not attend any of the Audit Committee meetings as the meetings were held prior to their date of appointment.
The Audit Committee also met with the External Auditors during the financial period ended 31 March 2012 i.e. on 26 April 2011 and 28 February 2012 without the presence of the Executive Directors, Management or employees to make enquiries in relation to management’s co-operation in financial reporting and the state of affairs of the Internal control system of the Company.
Summary of Activities during the Financial Period ended 31 March 2012
The Audit Committee carried out the following activities during the financial period ended 31 March 2012:
• Reviewed the Quarterly Results and the Annual Audited Financial Statements to ensure adherence to legal and regulatory reporting requirements and appropriate resolution of all accounting matters requiring significant judgment;
• Reviewed and deliberated on the internal auditors’ audit findings and recommendations and the Group Risk Management Committee’s reports and updates;
• Deliberated the financial reporting issues pursuant to the introduction of new accounting standards and additional statutory/regulatory disclosure requirements
• Reviewed with the external auditors 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 auditors 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.
Internal Audit Function
The Internal Audit function is outsourced to an internal auditing firm and the cost incurred for the internal audit function for the financial period ended 31 March 2012 was RM76,000.00
The activities of the Internal Audit Function during the financial year were as follows: (a) developed the internal audit plan for financial period ended 31 March 2012; (b) execution of the approved internal audit plan;
(c) presentation of the internal audit findings at the quarterly Audit Committee meetings; and
(d) conducted follow up reviews to ensure that action plans are properly and appropriately implemented by Management
The terms of reference of the Audit Committee are set out below:
TERMS OF REFERENCE OF THE AUDIT COMMITTEE 1. Objectives
The Audit Committee shall assist the Board of Directors (“Board”) of Patimas in:
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.
2. Composition
The Audit Committee is to be appointed by the Board from among themselves as follows: i) a minimum of three (3) members none of whom shall be Executive;
ii) a majority shall be Independent Non-Executive Directors;
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) no alternate director shall be appointed as a member;
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.
3. Duties and functions
In discharging its duties, the Committee shall undertake the following:
i) 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:-
• any changes in accounting policies and practices; • significant adjustments arising from the audit; • the going concern assumption;
• compliance with the applicable Financial Reporting Standards and other legal requirements;
• significant and unusual events;
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) review the audit report with the external auditors;
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) review the external auditor's management letter and management's response; 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) review the following of the internal audit function:
• the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;
• ensure the internal audit function is independent of the activities it audit; • 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) consider the major findings of internal investigations and management's response;
xiii) consider other areas as defined by the Board.
The Chairman of the Committee shall engage on a continuous basis with Senior Management, such as the Chairman of the Board of Directors, Managing Director, Financial Controller, the head of internal audit and the external auditors in order to be kept informed of matters affecting the Group.
4. Meeting Procedures and Quorum
i) 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 Managing Director, 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) A quorum shall consist of a majority of independent committee members.
5. 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.
STATEMENT ON INTERNAL CONTROL
Introduction
The Malaysian Code on Corporate Governance stipulates that the Board of Directors of listed companies should maintain a sound system of internal control to safeguard shareholders’ investments and Group assets. Paragraph 15.26 (b) of the Bursa Securities Listing Requirements requires directors of listed companies to include a statement in annual reports on the state of their internal controls. The Board’s Statement on Internal Control has been prepared in accordance with the provisions mentioned in the Code.
Responsibility
The Board recognises that it is responsible for the Group's system of internal control and for reviewing its effectiveness whilst the role of management is to implement Board policies on risk 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, it is recognised that the system of internal control can only provide reasonable assurance and not absolute assurance against any material loss occurrence.
Risk Management Framework
The Group Risk Management Committee (“GRMC”) was established to coordinate the implementation of an enterprise-wide risk management programme for the Group. The objective is to formalise the identification of principal risks affecting the achievement of the Group's business objectives and allow for a more structured and focused approach in managing the Group's significant business risks and enable the Group to effectively adopt a risk-based internal control system that is embedded within the Group.
The GRMC’s terms of reference are as follows:
• Coordinate with relevant business units to identify key risk exposures of the Group;
• Compile key risk profile and ensure the risk control systems are in place to manage such risks; and
• Prepare Group risk management reports with recommendations to improve the current risk management system to further strengthen the integrity of the internal control mechanism.
Enterprise-wide risk management is an on-going process to ensure a more coordinated and consistent approach in managing the Group’s significant risk exposures. The risk management programme is subject to regular reviews by the Board of Directors.
Other key elements of internal control
The following are other key elements of the Group’s internal control systems:
¾ Clear organisation structure with defined reporting lines as well as delegation of responsibilities to the Board Committees and Management including terms of reference, organisation structures and delegation of authority.
¾ Detailed budgeting process requiring all subsidiaries to prepare budgets annually, which are reviewed by the Managing Director and approved by the Board.
¾ Group Standard Operating Procedures which are subjected to regular review and update.
¾ All major decisions require the approval of the Board and are only made after appropriate in-depth analysis. The Board meets regularly on a quarterly basis, and receives operations and corporate development reports of the Group.
¾ Regular Management meetings attended by heads of subsidiaries and senior management and chaired by the Managing Director to assess the Group’s performance. ¾ The Management oversees the day-to-day operations and conduct of the Group's
businesses. Scheduled meetings are held at operational and management levels to identify; discuss and resolve business and operational issues. Management reports are escalated to the relevant Executive Directors on a timely basis.
The Audit Committee is assisted by an outsourced internal auditing firm to review, amongst others, the operational controls, risk management, compliance with laws and regulations and management efficiencies. There are processes for monitoring the system of internal control and reporting any significant weaknesses together with details of corrective actions. The system is subject to continuous review from the Board of Directors, Management and Internal Auditor. Responsibility for monitoring compliance with policies and guidelines rests with the Group’s Management and is facilitated by the internal auditor, which reports directly to the Audit Committee.
The outsourced internal auditor would also perform regular review of business processes to assess the effectiveness of internal controls and will highlight significant risks that will adversely impact the Group. The internal audit report and management’s responses are circulated to all members of the Audit Committee. Each subsidiary has clear responsibility for ensuring that appropriate control procedures are in place.
The external auditors provide assurance in the form of their annual statutory audit of the financial statements of the Group. Any areas for improvement identified during the course of the statutory audit by the external auditors are brought to the attention of the Audit Committee through management letters, if any or are articulated at Audit Committee meetings. In addition, the Audit Committee receives reports from the internal auditors on a regular basis and the external auditors on an annual basis.
The Board is of the view that there would be a need to review the effectiveness of the internal audit function to ensure that appropriate action is taken to enhance and strengthen the internal control environment. For this purpose, the Board intends to review in detail the functional capabilities and/or effectiveness of the existing internal auditor and to carry out detailed review of prevailing internal controls.
The Board recognises that the Group operates in a dynamic business environment and that the Group's internal control system must be responsive to changes in the business environment and continuously evolves to support its business objectives. The Board remains committed towards continuous improvement and enhancement of its system of internal control and will,
P
A T I M A SC
O M P U T E R SB
E R H A D(244510-H)
(Incorporated in Malaysia)
Directors’ Report and Audited Financial
Statements
31 March 2012
Directors' report
Principal activities
Results
Group Company
RM'000 RM'000
Loss for the period, net of tax (86,496) (79,147)
Directors
Dato' Bahari bin Haron (appointed on 24 August 2012)
Abdul Ghaffur bin Ramli Dato' Yap Wee Hin Law Siew Ngoh
The directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial period ended 31 March 2012.
The principal activities of the Company are investment holding, provision of management services and provision of computer equipment rental.
There were no material transfers to or from reserves or provisions during the financial period other than as disclosed in the financial statements.
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
The principal activities of the subsidiaries and associates are disclosed in Notes 14 and 15 to the financial statements respectively.
There have been no significant changes in the nature of these activities during the financial period.
As explained in Note 39 to the financial statements, the results of the operations of the Group and of the Company during the financial period, in the opinion of the directors, may be substantially affected by items, transactions or events of a material and unusual nature.
Directors (contd.)
Khairudin bin Ibrahim
Wong Ngai Peow (appointed on 24 August 2012, resigned on 12 October 2012)
Hwang Siak Wai (appointed on 24 August 2012)
Lim Kok Kiong (appointed on 24 August 2012)
Chai Ko Thing (appointed on 16 October 2012)
Directors' benefits
Directors' interests
1.1.2011 Acquired Sold 31.03.2012
Direct Interest:
Dato' Yap Wee Hin 199,610 - - 199,610
Law Siew Ngoh 53,823,630 - - 53,823,630 Dato' Ng Back Heang 41,973,160 - - 41,973,160 Robert Daniel Tan Kim Leng 45,940 - - 45,940
Indirect Interest
Dato' Yap Wee Hin^ 183,000,540 - - 183,000,540 Robert Daniel Tan Kim Leng* 162,640,010 - - 162,640,010 Neither at the end of the financial period, nor at any time during that period, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Number of ordinary shares of RM0.10 each
According to the register of directors' shareholdings, the interests of directors in office at the end of the financial period in shares and warrants in the Company during the financial period were as follows:
The names of the directors of the Company in office since the date of the last report and at the date of this report are: (contd.)
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown in Note 7 and Note 12 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which the director is a
Directors' interests (contd.)
1.1.2011 Acquired Expired 31.03.2012
Direct Interest:
Dato' Yap Wee Hin 80,000 - (80,000) -Law Siew Ngoh 20,000 - (20,000) -Dato' Ng Back Heang 10,000 - (10,000) -Robert Daniel Tan Kim Leng 19,990 - (19,990)
-Indirect Interest
Dato' Yap Wee Hin^ 12,028,150 - (12,028,150) -Robert Daniel Tan Kim Leng* 12,028,150 - (12,028,150)
-^
* Deemed interest through his shareholdings in Forum Pintar Sdn Bhd.
Treasury shares
There were no repurchases during the financial period.
None of the other directors, who held office at the end of the financial period have any interest in shares and warrants in the Company and its related corporations during the financial period. Dato' Yap Wee Hin and Robert Daniel Tan Kim Leng, by virtue of their interests in the Company, are deemed to have interests in the shares in all the subsidiaries to the extent that the Company has an interest.
Number of warrants
Deemed interest through his shareholdings in Forum Pintar Sdn Bhd and warrants held by his spouse.
Law Siew Ngoh and Dato’ Ng Back Heang have sold 53,823,600 and 17,112,700 shares respectively subsequent to the financial period.
Dato’ Yap Wee Hin and Robert Daniel Tan Kim Leng have sold 22,000,000 shares through Forum Pintar Sdn Bhd subsequent to the financial period.
As at 31 March 2012, the Company held as treasury shares a total of 6,100,000 of its 757,895,780 issued ordinary shares. Such treasury shares are held at a carrying amount of RM481,974 as disclosed in Note 23 to the financial statements.
Significant events
Subsequent events
Other statutory information
(a) (i) (ii) (b) (i) (ii) (c) (d)
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 but were unable to satisfy themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and
to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise, but were unable to form an opinion in this regard.
Other than as explained in Note 39 to the financial statements, at the date of this report, the directors are not aware of circumstances which have arisen which would render adherence to the existing method of valuation of assets and liabilities of the Group and of the Company misleading or inappropriate.
Other than as explained in Note 39 to the financial statements, at the date of this report the directors are aware that there may be circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render the amounts stated in the financial statements misleading.
As explained in Note 39 to the financial statements, before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps:
There is no significant event during the period.
As explained in Note 39 to the financial statements, at the date of this report, the directors are aware that there may be circumstances that 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 of the Company inadequate to a substantial extent; and
the values attributed to current assets in the financial statements of the Group and of the Company misleading.
Other statutory information (contd.)
(e) At the date of this report, the directors are unable to form an opinion whether there are: (i)
(ii)
(f) In the opinion of the directors: (i)
(ii)
Abdul Ghaffur bin Ramli Robert Daniel Tan Kim Leng
Signed on behalf of the Board in accordance with a resolution of the directors dated 30 October 2012.
between the end of the financial period and the date of this report, there may be items, transactions or events of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial period in which this report is made.
any charge on the assets of the Group or of the Company which has arisen since the end of the financial period which secures the liabilities of any other person; or
any contingent liability of the Group or of the Company which has arisen since the end of the financial period.
other than as explained in Note 39 to the financial statements, there may be further contingent or other liability of the Group and of the Company that has become
enforceable or is likely to become enforceable within the period of twelve months after the end of the financial period which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and
Statement by directors
Pursuant to Section 169(15) of the Companies Act, 1965
We, Abdul Ghaffur bin Ramli and Robert Daniel Tan Kim Leng, being two of the directors of Patimas Computers Berhad, state that, as explained in Note 39 to the financial statements, the directors have taken note of the Independent Auditors’ disclaimers pertaining to the financial statements set out on pages to but are in no position to form an opinion on the said disclaimers.
We are unable to form an opinion as to the extent of the circumstances leading to the disclaimers by the Independent Auditors. There may, however, be additional circumstances that we may not at this juncture be aware that may have a material impact on the truth and fairness of the
financial statements.
Accordingly, we are unable to form an opinion as to whether the financial statements set out on pages have been drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2012 and of their financial performance and cash flows for the period then ended.
We have, however, taken the necessary steps to ascertain a true and fair view of the financial position of the Group and of the Company as at 31 March 2012 and of their financial performance and cash flows for the period then ended, and will report the same expeditiously once the
directors are in a position to do so.
The supplementary information set out in Note 40 on page 90 to the financial statements, subject
Abdul Ghaffur bin Ramli Robert Daniel Tan Kim Leng
Signed on behalf of the Board in accordance with a resolution of the directors dated 30 October 2012.
The supplementary information set out in Note 40 on page to the financial statements, subject to the matters mentioned in Note 39 to the financial statements, have been prepared in
accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
17
41 1
to 17
41 1
Statutory declaration
Pursuant to Section 169(16) of the Companies Act, 1965
Yong Ket Inn
Before me,
I, Yong Ket Inn, who was appointed as the Chief Financial Officer of Patimas Computers Berhad on 30 October 2012 and in the absence of the officer primarily responsible for the financial management of the Company for the financial period from 1 January 2011 to 31 March 2012, do solemnly and sincerely declare that, except for the matters disclaimed by the Independent Auditors in their auditors' report on pages to and also matters highlighted in Note 39 to the financial statements, the accompanying financial statements set out on pages are in my opinion correct save for and subject to the findings of the Investigative Audit which is being conducted, which may lead to the issue of revised financial statements, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the
abovenamed Yong Ket Inn at Kuala Lumpur in the Federal Territory on 30 October 2012
40 36 to 1 41 1 8 ( 521) M O ANH A S. .MANIAM N .o W
Independent auditors’ report to the members of Patimas Computers Berhad
(Incorporated in Malaysia)
Report on the financial statements
Directors’ responsibility for the financial statements
Auditors’ responsibility
Basis for Disclaimer of Opinion
1.
We were engaged to audit the financial statements of Patimas Computers Berhad, which comprise the statements of financial position as at 31 March 2012 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the period then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages to
The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit in accordance with approved standards on auditing in Malaysia. Because of the matters described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.
As disclosed in Note 39 to the financial statements, we noted certain sale and purchase transactions recorde
