08 - Digital Reimagined – From Finance to Fintech | Silverlake Axis · 2018-05-22 · Taman Desa 58100 Kuala Lumpur Malaysia Tel : 603 7983 2288 ... Silverlake Axis Software and

CorporateInformation 02

CustomersAcrossAsia&Beyond 03

Chairman’sStatement 04

OperationsandFinancialReview 06

BoardofDirectors 08

ManagementTeam 14

16 CorporateGovernanceStatement

25 OtherInformation

27 FinancialStatements

113 StatisticsofShareholdings

115 NoticeofAnnualGeneralMeeting

EnclosedFormofProxy

TABLE OF CONTENTS

2 SILVERLAKEAXISLTDANNUALREPORT2011

GOH PENG OOIGroup Executive Chairman

DR. KWONG YONG SINGroup Managing Director

YBHG. DATUK SULAIMAN BIN DAUDNon-Executive Director

ONG KIAN MINIndependent Non-Executive Director

YBHG. TAN SRI DATO’ DR. LIN SEE-YANIndependent Non-Executive Director

LIM KOK MINIndependent Non-Executive Director

REGISTERED OFFICE

ClarendonHouse2ChurchStreetHamiltonHM11BermudaTel:01314412955950Fax:01314412924720

MAIN OFFICE

Lot5.04,5thFloorMenara1,FaberTowersJalanDesaBahagiaTamanDesa58100KualaLumpurMalaysiaTel:60379832288Fax:60379836555

SHARE REGISTRAR

BERMUDA

CodanServicesLimitedClarendonHouse2ChurchStreetHamiltonHM11Bermuda

SHARE TRANSFER AGENT

SINGAPORE

BoardroomCorporate&AdvisoryServicesPteLtd50RafflesPlace#32-01SingaporeLandTowerSingapore048623Tel:6565365355Fax:6565361360

JOINT COMPANY SECRETARIES

TanMin-LiHoongLaiLing

AUDITORS

Ernst&YoungKualaLumpur,MalaysiaCharteredAccountantsAuditPartner:KuaChooKai(witheffectfromfinancialyearended30June2010)

CORPORATE INFORMATION

3SILVERLAKEAXISLTDANNUALREPORT2011

CUSTOMERS ACROSS ASIA & BEYOND

SilverlakeAxisSoftwareandServicesSolutionsaredeliveringoperationalexcellenceandenablingbusinesstransformationsatover100customersacrossAsiaincluding40%ofthetop20largestbanksinSouthEastAsia


FY2011 Under review

FY2011 was a good year for the Silverlake Axis Group. Revenuerose 74% to RM305.4 million and net profit attributable toshareholders grew an even stronger 81% to RM115.3 million. Torewardshareholdersforthegoodresults,afinaltaxexemptcashdividendofSingapore0.4centpersharewasproposed.Inclusiveofthisfinaldividend,thefullyeardividendsof1.15Singaporecentsamountedtoabout51%ofnetprofitforFY2011.

The improvement in group performance in FY2011 was broadbased. During the financial year, we mobilized work on the fourmajor software and implementation services contracts totalingS$210 million secured in 2010. Partial recognition of revenuefromthesecontractsresultedina952%growthinthecustomisedsoftwaresolutionsand275%increaseinthelicensingrevenuefromrevenue tiof SIBS in FY2011. This robust growth complementedthesteady,recurrentrevenuefrommaintenanceandenhancementservices which rose 4%. Together, these three business activitiesaccountedforabout92%ofgrouprevenueinFY2011.

Besidesthestrongperformance,Iamalsopleasedtohighlightthatour listingwastransferredfromtheCatalisttotheMainBoardoftheSingaporeExchangeeffective22June2011.

CHAIRMAN’S STATEMENT

“WearealeadingproviderofDigitalEconomySolutionsandServicesformorethan100organisationsinBankingandFinancialServices,Payments,RetailandLogisticsbusinesses.”DearFellowShareholders,On behalf of the Board of Directors, I am pleased to present to you the annual report of the Group for the financial year ended 30 June 2011.


BrOAdeninG THe SCOPe OF GrOUP BUSineSSeS

Our strong performance in FY2011 clearly benefited from theacquisitionoftheSilverlakeSolutionsGroupaswellasthenewcontracts won in 2010. The new acquisition broadened anddeepened our suite of business enterprise software solutionsand services for the financial services, retail, logistic industriesandthedigitaleconomymarketspace.Ourexpandedsoftwareplatformandstructuredserviceshaveenabledustoexecutethenewcontractssecuredin2010.

We will continue to expand our group capabilities throughacquisitions.Anothergoodexampleofthisistheacquisitionof100%ofIsisInternationalPteLtdinJuly2011.Isisisanestablishedgroupwithprovenenterprisepaymentandintegrationplatformcapabilitiesthatwillcomplementourexistingsolutionofferingsverywell.Our combinedcapabilitieswillposition theenlargedSilverlake Axis Group to provide the solutions and servicesneeded by our customers across Asia for dealing with theincreasingscaleandcomplexityofadigitaleconomytobenefitfromthegrowingbusinessopportunities.

The Group will deploy the SIBS software and Isis integrationplatform capabilities as part of the total merger integrationsolution delivery in executing the two SIBS merger integrationprojects (between Thanachart Bank and Siam City Bank ofThailand and Hong Leong Bank and EON Bank in Malaysia)secured in the recent months. We will continue to be on thelookoutforsuitableacquisitionsthatarecapableofstrategicallyenhancing our capabilities to add value and transform thebusinessesofourcustomers.

PrOSPeCTS

The broadened revenue base from the recurrent revenue frommaintenanceandenhancementservices,togetherwiththenewcontracts secured in 2010 and the recent months will continueto contribute significantly to the results in FY2012. In addition,thegrowthoftheAsianeconomieshaspresentednewbusinessopportunitiesfortheGroup,whichtheGroupiswellpositionedtocapitalizewithitsexpandedresourcesandcapabilities.

Withthebusinessopportunitiesbroughtforthbythecontinuinggrowth in Asia, the Group remains optimistic of its businessprospects in FY2012 despite the current uncertainties in theUnitedStatesandEurope.

A wOrd OF THAnKS

Iwouldliketothankallmyfellowdirectorsfortheirsupportandguidanceduringtheyear.OnbehalfoftheBoard,Iwouldalsolike to thank our management and staff for their commitmentandhardworkduringanexcitingyear.Iknowasateam,youareprepared to scalegreaterheights this year. I amgrateful toallour customers, bankers, shareholders, business associates andsuppliersfortheirsupportinFY2011.

Goh Peng OoiGroupExecutiveChairman21September2011

CHAirMAn’S STATeMenT (cont’d)


OPERATIONS & FINANCIAL REVIEW

Overview

OurFY2011resultsreflectedtherecoveryoftheAsianeconomiesfromthe2009globalfinancialcrisis.Duringthefinancialyear,theGroupfocusedonexecutionofcontracts,acquisitionsaswellasconsolidationofitsbusinessestostrengthentheirfuturepotential.Inlinewiththeimprovedeconomicconditions,theGrouprecordeda74%increaseinrevenuetoRM305.4millioninFY2011.NetprofitstoodatRM115.3millionforFY2011,81%higherthanthenetprofitrecordedinFY2010.

revenUe

revenue by Business Activities (rM million) FY2011 FY2010

LicensingofSIBS 51.4 13.7 Customisedsoftwaresolutions 98.4 9.4 Maintenanceandenhancementservices 131.0 126.2 Saleofsoftwareandhardwareproducts 8.0 8.7 Creditcardprocessing 16.6 17.8 Total 305.4 175.8

TheGroup’sacquisitionsandsuccessfulintegrationoftheacquiredbusinessesandoperationsofStructuredServicesinthelastfinancialyearhavepaidoff,astherecurrentrevenuefrommaintenanceandenhancementservicesremainedakeycontributortotherevenueoftheGroup.Duringtheyear,theGroupcontinueditsinitiativestoimproveoperationalefficienciesandcustomerservicelevelsandalsotoenhancerevenuesthroughservicesbundlingtomeetevolvingcustomers’needstomanagetheincreasingcomplexityoftheirmissioncriticalbusinessoperationsandtechnology.

In2010,withtheresumptionofeconomicgrowthacrossAsia,theGroupconcludedfourmajorsoftwareandimplementationcontractstotalingS$210million.TheGroupstartedworkonthesecontractsinthisfinancialyearandthiscontributedtothesignificantincreaseinrevenuefromcustomizedsoftwaresolutionsandlicensingofSIBS.

”

“Withcontributionsfromnewcontracts,grouprevenuerose74%toRM305.4millionandnetprofitincreased81%toRM115.3millioninFY2011.


The progressive revenue recognition in FY2011 from the four major contracts, together with the significant recurrent revenue frommaintenanceandenhancementservicesboostedtheGroup’srevenueby74%toRM305.4millioninFY2011.PrOFiTABiLiTY

Withtheincreaseinrevenue,theGroupachievedagrossprofitofRM182.8millioninFY2011,anincreaseof66%overthegrossprofitofRM110.3millionrecordedinthepreviousfinancialyear.Grossprofitmargindeclinedslightlyfrom63%inFY2010to60%inFY2011mainlyduetoreducedmarginfromcustomisedsoftwaresolutionsaswellasadditionofresourcestosupportthegrowthofStructuredServicesBusiness.

Theselling,administrativeandotheroperatingexpensesincreasedby41%toRM45.1millioncomparedwiththepreviousyearmainlyduetotheRM8.4millionchargeongrantofsharesawardspursuanttotheSilverlakeAxisPerformanceshareplanandtheincreaseinmarketingandpromotionalexpensestosupportahigher levelofmarketing initiativeswithintheregion.The impactof fullyearconsolidationofSilverlakeJapanLtdalsocontributedtotheincrease.

Afteraccountingfortheshareoflossofassociates,netprofitaftertaxattributabletoshareholdersincreased81%toRM115.3million.

FinAnCiAL POSiTiOn

TheGroupcontinuedtomaintainahealthybalancesheetasduringthefinancialyear.Thecash,bankbalancesanddepositswithlicensedbanksincreasedmorethan100%toRM73.4millionduetonetcashinflowfromoperatingactivitiesofRM140.8million.InlinewiththerevenuegrowthinFY2011,tradeandotherreceivablesincreasedfromRM90.8millionasat30June2010toRM121.3millionasat30June2011.Property,plantandequipmentandintangibleassetsdecreasedfromRM48.6millionasat30June2010toRM37.3millionasat30June2011mainlyduetothedepreciationandamortizationduringtheyear,whileinvestmentinassociatesdecreasedfromRM84.8milliontoRM72.0millionduetotheshareoflossesoftheassociates.

CASHFLOw

TheGroup’soperationscontinuedtogeneratehealthycashinflowwithpositivenetcashofRM140.8millionfromoperatingactivitiesinFY2011.ThecashgeneratedfromoperatingactivitieswaspartlyusedforthepaymentofdividendswhichamountedtoRM93.4millionduringthefinancialyear.

OPerATiOnS & FinAnCiAL review (cont’d)

BOARD OF DIRECTORS

GOH PENG OOIGroup Executive Chairman

Mr. Goh Peng Ooi was appointed as the Group ExecutiveChairman of Silverlake Axis Ltd (“the Company”) on 23 May2006.Prior to that,hewas theNon-ExecutiveChairmanof theCompanysince2002.HefoundedSilverlakeGroupin1989andhasbuilt ittobecomeanestablishedproviderofanadvanced,stateoftheartuniversalintegratedbankingsolution.SilverlakeGrouphasgrownbyleapsandboundsandatpresent,itsofficesandcustomersarelocatedinover13countriesacrossAsiaPacific.

SilverlakeGrouphasearnedmanyindustryrecognitionsincludingthe‘IBMStarStreamAward’in1997,the‘IBMiSeriesDirector’sAwardfortheBestGlobalOn-DemandBankingImplementation’in2003,‘IBM’sAsiaPacificExcellenceAwardforRegionalSystemIntegrators (SIs) and Independent Software Vendors (ISVs)’ in2005, ‘IBM iSeriesGeneralManager’sAward’ in2005and ‘IBMPartnerWorldBeaconAwards’ in2005and2006.Mr.Gohwasbestowed the Technology Entrepreneur Award Malaysia 2005.ThisEntrepreneurAwardProgram,organisedbyErnst&Young,serves to recognise world-class entrepreneurs and provides abenchmark for entrepreneurial excellence. Prior to SilverlakeGroup’sformation,Mr.Gohhadworkedwith IBMMalaysia.Heheld several seniorpositionsoverhis9 year careerat IBM,hislastbeingMarketingManagerforBankingandFinanceIndustry.Mr. Goh has a keen interest in Science and Mathematics andobtainedhisBachelorofEngineering(MajorinElectronics)attheUniversityofTokyoonaMombushoScholarshipin1980.


BOArd OF direCTOrS (cont’d)

DR. KWONG YONG SINGroup Managing Director

Dr. Kwong Yong Sin was appointed as the Group ManagingDirector in 2005. He was previously a Non-Executive Directorof the Company and the Managing Director of SilverlakeCorporation from 2003 to 2005 and Connectif Commerce SdnBhdfrom2001to2005.PriortojoiningSilverlakeCorporation,hewasaPartner/VicePresidentofErnst&YoungGlobalConsultingandCapGeminiErnst&Youngfor11yearsfrom1989to2000.He was the Senior Manager and Head of IT Consulting forCoopers&Lybrand(SouthEastAsia)from1984to1989.Priortothat,hewasSeniorSystemsAnalystforPacificPower(Australia)from1979to1983.Hehasmorethan30yearsofexperienceinInformation Technology, Business Transformation and SolutionImplementation in Financial Services, Utilities and TechnologyIndustries.HehasaBachelorofCommerce(Honours)fromtheUniversityofNewSouthWales(Australia)andPhDinInformationSystems.HeisaCertifiedPracticingAccountantAustralia.


YBHG. DATUK SULAIMAN BIN DAUDNon-Executive Director

Datuk Sulaiman bin Daud was appointed a Director in 2003.Datuk began his career with Malaysian Tobacco CompanyBerhad (now British American Tobacco Company Berhad) in1968 and was the Deputy Chief Executive/ Executive Directorwhenheleftin1992.HewasaDirectoroftheAgriculturalBankof Malaysia for two years and later became the Chairman forthebankforfourtermsofeightyears.UnderhisleadershiptheBankwastransformedintoacorporatisedentity,todayknownasAGROBank.HewastheChairmanofRanhillPowerBerhad,andaDirectorofMalaysiaNasionalInsuranceBerhadandPharmaniagaBerhad. He iscurrentlyaDirectorofKonsortiumTransnasionalBerhadandChairmanofMalaysiaPackagingIndustryBerhad.HeisalsoaDirectorandChairmanofanumberofprivatecompaniesinMalaysiaandabroadinvariousindustries.HehasaDiplomaofAgricultureandMBAandisanAdvancedManagementGraduateofStandford-Insead inFontainbleau,France.HenowspendsamajorpartofhistimedevelopingbusinessprospectsinIndonesiaandtheMiddleEast.


ONG KIAN MINIndependent Non-Executive Director

Mr.OngKianMinwasappointedaDirectorin2003.Mr.OngisconcurrentlyanAdvocateandSolicitorpracticingasaconsultantwithDrew&NapierLLC,aSeniorAdviserwithAlphaAdvisoryPte. Ltd., an independentcorporateadvisorygroupprovidingadvicetocompaniesandbusinesses intheAsiaPacificregionand CEO of Kanesaka Sushi Private Limited, a company setup to invest in and operate Japanese sushi restaurants in theregion.HewascalledtotheBarofEnglandandWalesin1988,andtotheSingaporeBarthefollowingyear.Inthecourseofhis20yearsoflegalpractice,hismainareasofpracticehavebeencorporateandcommerciallaw,suchas,mergers&acquisitions,capitalmarkets,IPOs,divestments,restructuringandcorporatefinance. He is also an Independent Director and Chairman oftheAuditCommitteeof anumberofpublic companies listedon the SGX-ST. He was awarded the President’s Scholarshipand Singapore Police Force Scholarship in 1979, and holds aBachelorofLaws(Honours)externaldegreefromtheUniversityofLondonandaBachelorofScience(Honours)degreefromtheImperialCollegeofScience&TechnologyinEngland.Mr.OngwasanelectedMemberoftheSingaporeParliamentfrom1997to2011.


YBHG. TAN SRI DATO’ DR. LIN SEE-YANIndependent Non-Executive Director

TanSriDato’Dr.LinSee-YanwasappointedaDirectorin2003.TanSriiscurrentlyanindependentstrategicandfinancialconsultant.Priorto1998,hewasChairmanandChiefExecutiveOfficerofthePacificBankGroupandfor14yearspreviously,DeputyGovernorofBankNegaraMalaysia(CentralBankofMalaysia).TanSri iscurrentlyamemberofthePrimeMinister’sEconomicCouncilWorkingGroupandGovernoroftheAsian InstituteofManagement inManilaaswellasTrustee,MonashUniversitySunwayCampusMalaysia.TanSrisitsontheBoardsofanumberofpublicly listedandprivatecompaniesinMalaysia,SingaporeandIndonesia,andisalsoChairmanEmeritus of Harvard University’s Graduate School Alumni Association Council inCambridge(USA)andPresidentoftheHarvardClubofMalaysia.HeisalsoProfessorofEconomics(Adjunct)atUniversitiUtaraMalaysiaandProfessor(Adjunct)ofBusiness& International Finance at Universiti Malaysia Sabah. Tan Sri is a British CharteredScientist and a UK Chartered Statistician. He holds 3 post-graduate degrees fromHarvard University (including a Ph.D in Economics) where he was a Mason FellowandFordScholar. TanSri isanEisenhowerFellowandFellowof the IMF InstituteinWashingtonD.C.,theRoyalStatisticalSocietyinLondon,theInstituteofBankersMalaysia, theMalaysia Insurance Institute, theMalaysian Institute ofManagement,and the Malaysia Economic Association. He is also a Distinguished Fellow of theInstituteofStrategicandInternationalStudiesinMalaysia.


LIM KOK MINIndependent Non-Executive Director

Mr.LimKokMinwasappointedaDirectorin2006.HeiscurrentlyChairman of Gas Supply Pte Limited and Vice-Chairman ofthe Singapore Institute of Management. He is the immediatepastChairmanoftheBuildingandConstructionAuthorityandof Senoko Power Limited. Until the end of 2010 he was theExecutiveDeputyChairmanofLMA InternationalNVandwasuntilendSeptember2011DeputyChairmanofNTUCFairPriceCooperative. He was previously Managing Director of Pan-UnitedCorporationLimited, JC-MPHLtdandChiefExecutiveOfficer of Cold Storage Holding Limited. He now sits on theboardsandAudit,RemunerationandNominatingCommitteesofseverallistedandnon-listedcompanies.HeistheChairmanof the Singapore Institute of Directors, a member of theSecurities Industry Council, Corporate Governance Counciland the Companies Act Review Steering Committee, SenateMemberoftheMarketingInstituteofSingapore,andaformerdirector/Council Member of both the Singapore InternationalChamber of Commerce and the Singapore Confederation ofIndustries. He is also Chairman of the OECD Asian Networkon Corporate Governance for State Owned Enterprises. AnEconomicsHonoursgraduatefromtheUniversityofMalaya,MrLim has more than 45 years of extensive senior managementexperienceintheAsia-Pacificregion.


MANAGEMENT TEAM

GOHPENGOOIGroup Executive Chairman

DR.KWONGYONGSINGroup Managing Director

THANGBOONCHENGSenior EVP, SIBS Channel Product Development & Solutions

MrThangisresponsiblefortheoverallroadmapofSIBSandleadsthedeliverychannelsdevelopment.HejoinedSilverlakeGroupin2005andbringsover26yearsofBankingTechnologyexperience.HestartedhiscareerinMaybankandamongothers,hasheldkeypositionsasanAssociateDirectorinKPMGConsulting.

LAUSIOWLINGSenior EVP, Structured Services Management and Operations

Ms.LauholdsadegreeinComputerSciencefromtheUniversityofLousiana.Shehas25yearsofworkingexperienceintheITindustry,particularlyintheareasofsalesandmarketing.ShejoinedIBMMalaysiain1985andgainedin-depthknowledgerelatingtotheinstallationofIBMiSeriesandSIBS.In2001,shejoinedSilverlakeasvice-president.

YAPMOOIYEN,AUDREYSenior EVP, Structured Services Customer Services Fulfillment

MsAudreyYaphasmorethan35yearsofworkingexperienceinITandfinancialindustries.Ms.Yap’scareerbeganwithPublicBankBerhadin1977andprogressedtobeconsultantandheadofITdivisionatvariousfinancialinstitutionsfor10years.PriortojoiningtheGroup,shewastheseniorvicepresidentforSilverlakeSystemSdnBhd.whereshesuccessfullyimplementedmanymajorprojectsrelatingtoSIBSbothlocallyandabroad.


HIDETOSHINEDAManaging Director of Silverlake Japan Limited

MrNedajoinedtheGroupin2009.HeisresponsibleforthedevelopmentoftheJapanesecreditcardprocessingmarket.HeisalsoresponsiblefortheresearchanddevelopmentofProcessRe-engineering&QualityControlfortheGroup.Inhis20years’experienceintheCreditCardandRetailBankingindustries,MrNedaplayedaleadroleintheJapancreditcardmarketbydevelopingnewcreditcardproducts,paymentproductsandservices.ThesebusinessproductsweresuccessfullyimplementedinMasterCard,CitibankN.A.,ShinseiBank,TokyoStarBankandSBIGroup.

SEECHUANGTHUANManaging Director of QR Technology - Retail and Logistics Management MrSeegraduatedfromUniversityMalayain1978withabachelorofscience,majoringinmathematics,whereuponhejoinedIBMMalaysiaandheldvarioussalesandmanagementpositionsover16years.In1994,MrSeejoinedtheQRGroupasanexecutivedirectorandin2002,hetookoverthehelmofQRGroup,asitsmanagingdirector.

WONGYOKKOONSenior EVP, SIBS Core and Integration Product Development & Solutions MsWongisresponsiblefortheintegrationdevelopmentofSilverlakeAxisIntegratedBankingSolution(SIBS).Priortojoiningthegroupin2006,shewasaSeniorExecutiveVicePresidentwithSilverlakeSystemSdnBhdwithresponsibilitiesinthedesignanddevelopmentofnewsolutions.MsWonghasover20yearsofexperienceinthebankingsoftwareindustry.

YAUSIEWMOISenior EVP, SIBS Core Product Development & Solutions

MsYaujoinedtheGroupin2006andisresponsiblefortheproductdevelopmentofSIBS.ShewaspreviouslytheExecutiveVicePresidentwithSilverlakeSystemSdnBhd.Duringher20yearsinthebankingsoftwareindustry,MsYauhasdevelopeduniversallendingproductswhichhavebeensuccessfullyimplementedinbanksacrossAsiaPacificandtheMiddleEast.

HOONGLAILINGSenior EVP, Administration and Finance

MsHoongjoinedtheGroupin2002andisresponsibleforoverseeingtheGroup’sfinancial,accountingandadministrativefunctions.SheisaqualifiedaccountantfromtheMalaysianInstituteofCertifiedPublicAccountants.ShewaspreviouslyanaccountantwithSilverlakeSystemSdnBhdandtrainedinPricewaterhouseCoopersMalaysia.

MAnAGeMenT TeAM (cont’d)


Board of directors Audit remuneration nominating Committee Committee Committee

name no. of no. of no. of no. of no. of no. of no. of no. of meetings meetings meetings meetings meetings meetings meetings meetings held attended held attended held attended held attended

GohPengOoi 6 6 - - - - 1 1

KwongYongSin 6 6 - - - - - -

YBhgDatukSulaimanBinDaud 6 4 - - - - 1 1

OngKianMin 6 6 4 4 1 1 1 1

YBhgTanSriDato’DrLinSee-Yan 6 6 4 4 1 1 1 1

LimKokMin 6 6 4 4 1 1 1 1

Alldirectorsareupdatedregularlyonthechangesincompanypolicies,boardprocess,corporategovernanceandbestpracticesincompliancewiththerelevantlegislationandregulationsincludingtheListingManualoftheSingaporeExchangeSecuritiesTradingLimited(“SGX-ST”).

The Board of Directors of Silverlake Axis Ltd (the “Board”) recognises the importance of corporate governance in ensuring greatertransparency,protectingtheinterestsofitsshareholdersaswellasstrengtheninginvestors’confidenceinitsManagementandfinancialreportingandiscommittedtomaintainingahighstandardofcorporategovernancewithintheGroupinlinewiththeCodeofCorporateGovernance(the“Code“)issuedbytheCommitteeonCorporateGovernance.

Themaincorporategovernancepracticesthatwereinplaceduringthefinancialyearended30June2011aresetoutbelow:BOArd MATTerS

Principle 1: The Board’s Conduct of Affairs

Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

TheBoardholdsmeetingsonaregularbasisthroughouttheyeartoreviewtheGroup’sperformanceandapprovetheGroup’skeystrategicplans,aswellasmajorinvestmentsanddisposals,declarationsofdividends,appointmentofnewDirectorsandfundingdecisions.TheBoardisalsoresponsiblefortheoverallcorporategovernanceoftheGroup.

TheBoardconductsregularscheduledmeetingsand6meetingswereheldinthelastfinancialyear.Whencircumstancesrequire,ad-hocmeetingsarearranged.BoardmeetingsaremostlyconductedinSingaporeandattendancebyDirectorswasregular.TheattendanceoftheDirectorsatmeetingsoftheBoardandBoardCommittees,aswellasthefrequencyofsuchmeetings,areasfollows:-

Attendance at Meetings

CORPORATE GOVERNANCE STATEMENT


Principle 2: Board Composition and Guidance

There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision making.

TheBoardcurrentlycomprisesofsixmembers,twoExecutiveDirectors,oneNon-ExecutiveDirectorandthreeIndependentNon-ExecutiveDirectors.KeyinformationregardingtheDirectorscanbefoundundertheBoardofDirectors’profilesectionofthisannualreport.Theindependenceofeach IndependentDirector is reviewedby theNominatingCommittee (“NC”)annually anduponnotificationbyanIndependentDirectorofachangeincircumstancesbasedonthecriteriaforindependenceasdefinedintheCode.

ThecurrentBoard,withIndependentDirectorsmakinguphalfoftheBoard,complieswiththeCode’srequirementthatatleastone-thirdof theBoard shouldbemadeupof Independent Directors. Certain functionshavebeendelegated to various Board Committees, inparticular,theAuditCommittee(“AC”),NominatingCommittee(“NC”)andRemunerationCommittee(“RC”),allofwhicharechairedbyanIndependentDirector.

TheNCisoftheviewthattheBoardhasastrongindependentelementensuringobjectivityintheexerciseofjudgmentoncorporateaffairsindependentlyfromtheManagement.TheNCisalsooftheviewthatnoindividualorsmallgroupofindividualsdominatestheBoard’sdecisionmakingprocess.

TheBoardisoftheviewthattakingintoaccountthenatureandscopeoftheCompany’soperations,thecurrentboardsizeofsixDirectorsisappropriate.

TheBoardconsidersthatitsDirectorsrepresentamixofindustryknowledge,businessnetworkandextensivebusinessandManagementexperience.Thisbalance is important inensuring that thestrategiesproposedby theexecutiveManagementare fullydiscussedandexamined,takingintoaccountthelongterminterestsoftheGroup.

Principle 3: role of Chairman and Managing director

There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

MrGohPengOoiistheCompany’sExecutiveChairmanandDrKwongYongSinistheManagingDirector,responsiblefortheday-to-daymanagementoftheCompany.TheBoardbelievesthatadivisionofresponsibilitybetweentheChairmanandtheManagingDirectorisnecessaryfortheCompany.TheChairmanassumesresponsibilityforthemanagementoftheBoardandtheManagingDirectoristhemostseniorexecutiveintheCompanyandbearsexecutiveresponsibilityoverthebusinessdecisionsetbytheBoardandoperationaldecisionsoftheGroup.InrespectoftheBoardmeetings,theChairmanensuresthatBoardmeetingsareheldregularly.TheagendaissetbytheManagingDirectorandapprovedbytheChairman.TheChairmanandtheManagingDirectorreviewmostBoardpapersbeforetheyarepresentedtotheBoardandensurethattheBoardmembersareprovidedwithcomplete,accurateandtimelyinformation.MrGohandDrKwongarenotrelated.TheBoardisoftheviewthathavingseparatedtheroleoftheChairmanoftheBoardandtheManagingDirector,aswellashavingtheAC,NCandRCchairedbyanIndependentDirector,thereissufficientbalanceofpowerandauthorityontheBoard.TheBoardisalsooftheviewthatitisnotnecessarytoappointaLeadIndependentDirectorashalfoftheBoardmembersareIndependentDirectors,whichensuresobjectivityinBoarddeliberationsanddecisions.

COrPOrATe GOvernAnCe STATeMenT (cont’d)


Principle 4: Board Membership

There should be a formal and transparent process for the appointment of new directors to the Board.

TheCompanybelievesthatBoardrenewalmustbeanongoingprocess,toensuregoodgovernanceandtomaintainrelevancetothebusiness and the changing needs of the Company. The Company’s Bye-Laws require one-third of Directors (excluding the ManagingDirector) to retireandbesubjected to re-electionby theshareholdersateveryAnnualGeneralMeeting (“AGM”). Inotherwords,noDirectorshallstayinofficeformorethan3yearswithoutbeingre-electedbytheshareholdersexceptfortheManagingDirectorwhoisnotrequiredtosubmithimselfforretirementandre-election.

TheNChasrecommendedthattheDirectorsretiringbyrotationundertheBye-lawsattheforthcomingAGMbenominatedforre-electionandtheBoardhasacceptedtherecommendation.

TheNCcurrentlycomprisesMrOngKianMin,MrGohPengOoi,YBhgDatukSulaimanbinDaud,YBhgTanSriDato’DrLinSee-YanandMrLimKokMin,withMrOngKianMinastheChairman.MrOngKianMin,TanSriDato’DrLinSee-YanandMrLimKokMinareIndependentDirectors.

TheresponsibilitiesoftheNCareto(i)reviewthenominationforappointmentsandre-appointmentsofmembersoftheBoardandthevariousBoardCommittees for thepurposeofproposing suchnomination to theBoard forapprovalhaving regard to the individual’sexperience,contributionsandperformance,(ii)determineannuallywhetherornotaDirectorisindependent,and(iii)assessonwhetherornotaDirectorisabletoandhasbeenadequatelycarryingouthisdutiesasadirector.

TheNCdecideshowtheBoard’sperformanceistobeevaluatedandproposesobjectiveperformancecriteria,subjecttotheapprovaloftheBoard.

Principle 5: Board Performance

There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

TheNCwilluseitsbesteffortstoensurethatDirectorsappointedtotheBoardpossesstherelevantbackground,experienceandknowledgetoenablebalancedandwell-considereddecisionstobemade.

AformalassessmentoftheeffectivenessoftheBoardasawholeandthecontributionbyeachDirectortotheeffectivenessoftheBoardwillbeundertakenbytheNCannuallybasedontheperformancecriteriaapprovedbytheBoard.TheassessmentisbasedoncriteriasuchasrelationshipwiththeCompany,experienceinbeingaDirectorandvariouscompetenciesandknowledgeandwealthofexperience.TheBoard’sperformancewillalsobereviewedinformallybytheNC,withinputsfromtheotherBoardmembersandtheManagingDirector.

Principle 6: Access to information

In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis.

Inorder toensure that theBoard isable to fulfill its responsibilities, theManagement is required toprovidecompleteandadequateinformationtotheBoardinatimelymanneronaffairsandissuesthatrequiretheBoard’sdecisionaswellasongoingreportsrelatingtotheoperationalandfinancialperformanceoftheCompanyandtheGroup.

TheBoardhasseparateandindependentaccesstotheSeniorManagementandtheCompanySecretaryatalltimes.ShouldDirectors,whetherasagrouporindividually,needindependentprofessionaladvice,aprofessionaladvisorwillbeappointedupondirectionbytheBoardandapprovedbytheManagingDirector,torendertheadvice.ThecostofsuchprofessionaladvicewillbebornebytheCompany.



TheCompanySecretaryattendsallboardandBoardCommittees’meetingsandisresponsibleforthecomplianceoftheboardprocedures.ItistheCompanySecretary’sresponsibilitytoensurethattheCompanycomplieswithallrulesandregulationsthatareapplicabletotheCompany.

reMUnerATiOn MATTerS

Principle 7: Procedures for developing remuneration Policies

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

Principle 8: Level and Mix of remuneration

The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

Principle 9: disclosure on remuneration

Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration and the procedure for setting remuneration in the company’s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance.

TheRCwasestablishedtoreviewtheremunerationoftheExecutiveDirectorsandkeyexecutivesoftheCompanyandtoprovideagreaterdegreeofobjectivityandtransparencyindeterminingtheremunerationoftheExecutiveDirectorsandkeyexecutives.

TheRCcurrentlycomprisesYBhgTanSriDato’DrLinSee-Yan,MrOngKianMinandMrLimKokMin,allofwhomareIndependentNon-ExecutiveDirectors,withYBhgTanSriDato’DrLinSee-YanasChairmanoftheRC.

The RC will review and recommend to the Board a framework of remuneration for the Directors and key executives, and determinespecificremunerationpackagesfortheChairmanandtheManagingDirector.TherecommendationsoftheRCshouldbesubmittedforendorsementbytheentireBoard.Allaspectsofremuneration,includingbutnotlimitedtoDirectors’fees,salaries,allowances,bonuses,optionsandbenefitsinkindarecoveredbytheRC.

The RC has access to expert professional advice on human resource matters whenever there is a need to consult externally. In itsdeliberations, theRCwill take intoconsideration industrypracticesandnorms incompensation inaddition to theCompany’s relativeperformancetotheindustryandperformanceoftheindividualdirectors.NoDirectorwillbeinvolvedindecidinghisownremuneration.

TheExecutiveDirectorshaveenteredintoserviceagreementswiththeCompany.Theserviceagreementcoversthetermsofemployment,specificallysalaryandotherbenefits.TheremunerationofNon-ExecutiveDirectors isdeterminedbyhiscontributiontotheCompany,taking into account factors such as effort and time spent as well as his responsibilities on the Board. The Board will recommend theremunerationoftheNon-ExecutiveDirectorsforshareholders’approvalattheAGM.

directors’ remuneration

TheExecutiveDirectors’remunerationconsistsoftheirsalary,performancesharesallowancesandbenefitsinkind.AllDirectors’feesaresubjecttotheapprovaloftheshareholdersattheAGM.

ThebasisofallocationofthenumberofshareoptionstotheDirectorstakesintoaccounttheDirectors’contributionsandhisadditionalresponsibilitiesatBoardCommittees.Duringthisfinancialyear,noshareoptionsweregrantedtoanyoftheDirectors.



ThebandofremunerationofeachindividualDirectorandthemixofremunerationbypercentage(%)forthefinancialyearunderreviewareasfollows:-

Base/Fixed Salary directors Fees Share Plan(1) Other benefits(2) Totalname (%) (%) (%) (%) (%)

More than S$500,000 KwongYongSin 12 2 85 1 100 S$250,001 to S$500,000 Nil - - - - - Below S$250,000 GohPengOoi 50 40 - 10 100YBhgDatukSulaimanBinDaud - 100 - - 100OngKianMin - 100 - - 100YBhgTanSriDato’DrLinSee-Yan - 100 - - 100LimKokMin - 100 - - 100

Note:(1) TheSharePlanwasinrelationtothesharesawardedundertheSilverlakeAxisPerformanceSharePlan(“PSP”)duringthefinancialyear.

DetailsofthePSParedisclosedbelowandinNote20(e)tothefinancialstatements.

(2) Otherbenefitsareinclusiveofbenefit-in-kind.

remuneration of Key employees

Currently,thereareeightkeyexecutives(whoarenotDirectorsoftheCompany)intheGroup.Thedetailsofremunerationpaidtotheeightkeyexecutivesforthefinancialyearunderreviewareasfollows:-

More than S$500,000 WongYokKoonYauSiewMoi S$250,001 to S$500,000 LauSiowLingYapMooiYen,AudreyHidetoshiNedaThangBoonChengHoongLaiLing Below S$250,000 SeeChuangThuan

ThereisnoemployeeintheGroupwhoisanimmediatefamilymemberoftheCEOoranyotherDirectorsoftheCompany.



Performance Share Plan

TheSilverlakeAxisLtdPerformanceSharePlan (“PSP”)wasapprovedbytheCompany’sshareholdersattheSpecialGeneralMeetingheldon28October2010underwhichawards(“Awards”)offully-paidshareswillbeissuedfreeofchargetoeligibleemployeesandnon-executivedirectorsoftheCompanyanditssubsidiaries,providedcertainprescribedperformancetargetsaremet.

TheaggregatenumberofshareswhichmaybeavailableforAwardunderthePSP,whenaggregatedwiththeaggregatenumberofsharesavailableunderanyothershare-basedschemesoftheCompany,willnotexceed5%ofthetotalissuedsharesoftheCompany(excludingtreasuryshares)fromtimetotime.ThePSPshallcontinueinforceatthediscretionofthePSPCommittee,subjecttothemaximumperiodof10yearscommencingon28October2010.ThePSPCommitteecompriseMrGohPengOoi,TanSriDato’DrLinSee-Yan,MrOngKianMinandMrLimKokMin.

Duringthefinancialyear,10,250,000PSPshareswereawardedandvestedon21January2011,ofwhich6,250,000shareswereawardedtoaDirector,DrKwongYongSin.Thesharesawardedshallbesubjecttocertainrestrictionsagainstthedisposalorsaleand/oranyotherdealingsforaperiodofoneyearfromthedateofthesharesawards.

Exceptasdisclosedabove,noDirectorsoremployeesoftheGrouphavereceived5%ormoreofthetotalnumberofsharesavailableunderthePSP.DetailsofthePSParedisclosedinNote20(e)tothefinancialstatements.

ACCOUnTABiLiTY And AUdiT

Principle 10: Accountability

The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.

TheBoardbelievesthatitshouldpromotebestpracticesinordertobuildanexcellentbusinessfortheshareholdersastheyareaccountabletoshareholdersfortheCompany’sandtheGroup’sperformance.

TheBoardismindfulofitsobligationtoprovidetimelyandfulldisclosureofmaterialinformationincompliancewiththestatutoryreportingrequirements.Pricesensitiveinformationisfirstpubliclyreleased,afterthereviewbytheBoard,eitherbeforetheCompanymeetswithanygroupofinvestorsoranalystsorsimultaneouslywithsuchmeetings.SinceFY2004,theCompanyhasadoptedquarterlyreportingasrequiredbytheCode.Financialresultsandannualreportswillbeannouncedorissuedwithinlegallyprescribedperiods.

Principle 11: Audit Committee

The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its authority and duties.

The Audit Committee (“AC”) is currently made up of three Independent Non-Executive Directors, all of whom have the appropriateaccountingexperienceorrelatedfinancialmanagementexpertise.MrOngKianMinchairstheAC.TheothertwomembersareYBhgTanSriDato’DrLinSee-YanandMrLimKokMin.



TheACholdsperiodicmeetingsandreviewsprimarilythefollowing,whererelevant,withtheExecutiveDirectorsandExternalAuditors:-

(a) reviewissuesofaccountingpoliciesandpresentationforexternalfinancialreporting;(b)reviewwithExternalAuditorsontheirauditplans;(c) reviewtheExternalAuditors’reportsandthelettertoManagementandManagement’sresponse;(d)reviewtheassistancegivenbytheManagementtotheExternalAuditors;(e) reviewthescopeandresultsoftheinternalauditfunction;(f) reviewthequarterly,half-yearlyandfullyearfinancialstatementsoftheCompanyandtheGroup,includingannouncements

relatingtheretobeforetheirsubmissiontotheBoardofDirectorsforapproval;(g)nominateExternalAuditorsforappointment;(h) reviewtheGroup’scompliancewithsuchfunctionsanddutiesasmayberequiredundertherelevantstatutesorthe

SGX-ST’sListingManualandbysuchamendmentsmadetheretofromtimetotime;(i) reviewinterestedpersontransactions;and(j) reviewtheremunerationpackagesofemployeeswhoarerelatedtotheDirectorsand/orsubstantialshareholders.

Inadditiontotheabove,theACwillmeetwiththeExternalAuditors,intheabsenceoftheManagementatleastonceayear.TheAChasthepowertoconductorauthoriseinvestigationsintoanymatterswithinitstermsofreference.TheACalsohasfullaccesstoandtheco-operationoftheManagement.TheExternalAuditorshaveunrestrictedaccesstotheAC.

TheAChasincorporatedawhistleblowingpolicy intotheCompany’s internalcontrolprocedurestoprovideachannelforstafftoreportingoodfaithandinconfidence,withoutfearofreprisals,concernsaboutsuspectedfraud,corruption,dishonestpracticesorothersimilarmatters.Theobjectiveofthepolicyistoensureanindependentinvestigationofsuchmattersandforappropriatefollow-upaction.

TheCompany’sExternalAuditorscarryout,inthecourseoftheirannualstatutoryaudit,areviewoftheeffectivenessoftheCompany’sinternalauditcontrols,whichwillincludefinancial,operationalandcompliancecontrols,totheextentofthescopeofauditaslaidoutintheauditplan.Materialnon-complianceandinternalcontrolweaknessesnotedduringtheauditandtheauditors’recommendationstoaddresssuchnon-complianceandweaknessesarereportedtotheAC.Thereafter,therecommendationsbytheExternalAuditorsarefollowedupbyManagement.

TheAChasreviewedtheExternalAuditor’snon-auditservicesandissatisfiedthatthenatureandextendofsuchserviceshasnotprejudicedtheindependenceandobjectivityoftheExternalAuditors.TheACrecognisestheneedtomaintainabalancebetweentheindependenceandobjectivityoftheExternalAuditorsandtheworkcarriedoutbytheExternalAuditorsbasedonvalueformoneyconsiderationandwillperiodicallyreviewandmonitoranyamountspaidfornon-auditworktoensurethatindependenceandobjectivityaremaintained.

BoththeACandBoardhavereviewedtheappointmentofdifferentauditorsforitssubsidiariesand/orsignificantassociatedcompaniesandsatisfiedthattheappointmentofdifferentauditorswouldnotcompromisethestandardandeffectivenessoftheauditoftheCompany.Accordingly,theCompanyhascompliedwithRule716oftheListingRulesoftheSGX-ST.

TheAChasrecommendedthere-appointmentofMessrsErnst&YoungasauditorsoftheCompanytotheBoard.



Principle 12: internal Controls

The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ investments and the company’s assets.

Although theBoardacknowledges that it is responsible for theoverall internal control framework, it also recognises thatnocosteffectiveinternalcontrolsystemwillprecludeallerrorsandirregularities.Asystemisdesignedtomanageratherthantoeliminatetheriskoffailuretoachievebusinessobjectives,andcanprovideonlyreasonableandnotabsoluteassuranceagainstmaterialmisstatementorloss.TheAC,onbehalfoftheBoard,hasreviewedtheeffectivenessoftheinternalcontrolsystemputinplacebytheManagementandissatisfiedthatthereareadequateinternalcontrolsintheCompany.

Principle 13: internal Audit

The company should establish an internal audit function that is independent of the activities it audits.

TheCompanyhasan internalaudit functionthat is responsible for reviewingthesystemof internalcontroland is independentofactivitiesitaudits.TheInternalAuditorsreportdirectlytotheAC.TheACreviewstheinternalauditproceduresandensuresthattheinternalauditfunctionhasappropriatestandingwithintheGroup.

Recognising the importance of the internal audit function, the AC believes that the Company’s current internal audit function isadequateandwillcontinuetoassess,procureandallocateresourcesforthedischargeandperformanceofthisrole.

Risk Management

The Company regularly reviews and improves its business and operational activities to take into account the risk Managementperspective.TheCompanyseekstoidentifyareasofsignificantbusinessrisksaswellasappropriatemeasurestocontrolandmitigatetheserisks.TheCompanyreviewsallsignificantcontrolpoliciesandproceduresandhighlightsallsignificantmatterstotheAC.

COMMUniCATiOn wiTH SHAreHOLderSPrinciple 14: Communication with Shareholders

Companies should engage in regular, effective and fair communication with shareholders.

Principle 15: Greater Shareholder Participation

Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their views on various matters affecting the company.

TheCompanyrecognisestheimportanceofregular,effectiveandtimelycommunicationwiththeshareholders.



TheCompanydoesnotpracticeselectivedisclosure.InlinewithcontinuousobligationsoftheCompanypursuanttotheSGX-ST’sListingManual,itistheBoard’spolicythatallshareholdersshouldbeequallyinformed,onatimelybasis,ofallmajordevelopmentsthatwillorexpecttohaveimpactontheCompanyortheGroup.

Shareholdersareencouraged toattend theAGMtostay informedof theCompany’sgoalsandstrategiesand toensureahigh levelofaccountability.NoticeofAGMwillbedispatchedtoshareholders, togetherwithexplanatorynotesoracircularon itemsofspecialbusiness,onatimelybasis inaccordancewiththe legalrequirements.TheBoardwelcomesquestionsfromshareholderswhohaveanopportunitytoraiseissueseitherinformallyorformallybeforeorattheAGM.TheChairmenoftheAudit,RemunerationandNominatingCommittees,willbeavailableatthemeetingtoanswerthosequestionsrelatingtotheirwork.

TheBoardissatisfiedthatshareholdershavebeengiventheopportunitytoparticipateeffectivelyandtovoteatAGMs.

deALinGS in SeCUriTieS

TheCompanyhasadoptedpracticesinrelationtodealingsintheCompany’ssecuritiespursuanttotheSGX-ST’sListingManualthatareapplicabletoallitsofficers.ItsofficersarenotallowedtodealintheCompany’ssharesduringtheperiodcommencingtwoweeksbeforetheannouncementoftheGroup’squarterlyresultsandonemonthbeforetheannouncementoftheGroup’sfullyearresultsandendingonthedateoftheannouncementoftheresults.

Directors and executives are also expected to observe insider trading laws at all times even when dealing with securities within thepermittedtradingperiod.


1. reCUrrenT inTereSTed PerSOn TrAnSACTiOnS OF A revenUe Or TrAdinG nATUre

In compliance with Rule 920 of the SGX-ST’s Listing Manual, the aggregate value of recurrent interested person transactions ofrevenueortradingnatureconductedduringthefinancialyearended30June2011bytheGroupinaccordancewiththeshareholders’mandateswereasfollows:-

Nameofinterestedperson Aggregatevalueofallinterested persontransactionsduringthe financialyearunderreview Aggregatevalueofallinterested (excludingtransactionslessthan persontransactionsconducted SGD100,000andtransactions undershareholders’mandate conductedundershareholders’ pursuanttoRule920(excluding mandatepursuanttoRule920) transactionslessthanSGD100,000) 01-07-2010to30-06-2011 01-07-2010to30-06-2011 RM RM

CompaniesassociatedtoMrGohPengOoi (“SilverlakeEntities”)

- Old Mandates(1)

-RevenuefromSilverlakeEntities - 268,968 - New Mandates(2) -RevenuefromSilverlakeEntities - 3,193,423 -ServicefeestoSilverlakeEntities - 25,076,445 - Ancillary Transactions(3): -RevenuefromSilverlakeEntities - 23,080,818 -ServicefeestoSilverlakeEntities - 22,037,021 - Non-Mandate(4)

-RevenuefromSilverlakeEntities 420,398 -

(1) OldMandates refers to theMaster LicenceResellerAgreement (“MLRA”), Master Services Agreement (“MSA”) andMasterResellerAgreement(“MRA”)Shareholders’MandatesforInterestedPersonTransactionsapprovedbytheshareholderson31October2007.

(2) New Mandates refers to the Master License Agreement (“MLA”) and Master Services Agreement (“MSA”) Shareholders’MandatesforInterestedPersonTransactionsapprovedbytheshareholderson24October2008.

(3) TheAncillaryTransactionswereapprovedbytheshareholdersattheCompany’sSpecialGeneralMeetingon28January2010.UndertheRestructuringArrangement,pendingthenovationand/orassignmentofSSBContracts totheSilverlakeSolutionsLimitedanditssubsidiaries(“SSBGroup”),SilverlakeEntitiesandSilverlakeInnovationPartiesSdnBhdanditssubsidiaries(“SIPGroup”)arerequiredtoholdallmoniesandbenefitsarisingundertheapplicableSSBContractsasbaretrusteefortheSSBGroupandtoremitsuchmoniesandbenefitstotheSSBGroupinaccordancewiththetermsoftheRestructuringArrangements.

(4) TheNon-MandaterevenuewasrevenuefromtheAnnualMaintenanceAgreementbetweenQRGroupandSilverlakeEntitieswhichwassignedbeforetheacquisitionoftheQRGroupandiseffectiveuntil30June2012.

OTHER INFORMATION


2. MATeriAL COnTrACTS

TherewerenomaterialcontractsincludingcontractsrelatingtoaloanenteredintobytheCompanyanditssubsidiariesinvolvingDirectors’andmajorshareholders’interestexceptasdisclosedinthefinancialstatements.

3. diSCLOSUreS in reLATiOn TO THe COMPAnY’S UnderTAKinGS TO THe SGX-ST

InaccordancewithitstermsofreferenceandundertakingsgiventotheSGX-ST,theAuditCommitteehasreviewedallInterestedPersonTransactionsbetweentheCompanyandSilverlakeEntitiesandissatisfiedthattheInterestedPersonTransactionscomplywiththeshareholders’mandatesgrantedbytheshareholdersattheAnnualGeneralMeetingoftheCompanyheldon28October2010andtheSpecialGeneralMeetingoftheCompanyheldon28January2010.

TheageingofamountsowingfromtheSilverlakeEntitiesasat30June2011wasasfollows:

name of related parties Total due 0-30 days 31-90 days 91-180 days 181-360 days > 360 days

rM rM rM rM rM rM

Transactions conducted under the Old Mandates SilverlakeEntities(1) 47,257 47,257 - - - -

47,257 47,257 - - - -

Transactions conducted under the New Mandates

SilverlakeEntities(1) 1,592,713 1,592,713 - - - -

Ancillary Transactions SilverlakeEntities 1,091,795 1,091,795 - - - -

2,684,508 2,684,508

GrandTotal 2,731,765 2,731,765 - - - -

(1) TheAuditCommitteeconfirmsthatcollectionsfromtheSilverlakeEntitieswerewithinthemandatedterms.

4. nOn-AUdiT FeeS

Forthefinancialyearended30June2011,therewerenon-auditfeesofRM165,111paidtotheCompany’sExternalAuditorsfortaxservices,advisoryservicesinrelationtotheacquisitionofIsisInternationalPte.Ltd(“Isis”)andcontractwithHNAGroupCo.,Ltd.

OTHer inFOrMATiOn (cont’d)

27SILVERLAKE AXIS LTDANNUAL REPORT 2011

FINANCIAL STATEMENTS

Directors’ Report 28

Statement By Directors 31

Independent Auditors’ Report 32

Consolidated Income Statement 33

Consolidated Statement of Comprehensive Income 34

Statement of Financial Positions 35

Consolidated Statement of Changes in Equity 37

Consolidated Statement of Cash Flows 39

Notes to the Financial Statements 41

28 SILVERLAKE AXIS LTDANNUAL REPORT 2011

The directors are pleased to present their report together with the audited consolidated financial statements of Silverlake Axis Ltd (the Company) and its subsidiaries (collectively, the Group) and the statement of financial position of the Company for the financial year ended 30 June 2011.

1. Directors

The directors of the Company in office at the date of this report are:

Goh Peng Ooi Kwong Yong Sin Ong Kian Min Datuk Sulaiman bin Daud Tan Sri Dato’ Dr. Lin See-Yan Lim Kok Min

2. ArrAngementtoenAbleDirectorstoAcquireshAres

Except as disclosed in the financial statements, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares of the Company or any other body corporate.

3. Directors’interestsinshAres

The following directors, who held office at the end of the financial year, had an interest in shares of the Company and its related corporations as stated below:

Directinterest Deemedinterest Atthe Attheend Atthe Attheend beginningof offinancial beginningof offinancial

nameofdirector financialyear year financialyear year

Ordinary shares of the CompanyGoh Peng Ooi - - 1,791,086,346 1,570,236,346Kwong Yong Sin 560,000 6,810,000 300,000 300,000

Ordinary shares of the holding company (Intelligentsia Holding Ltd.)

Goh Peng Ooi - - 3,882,254 3,882,254

There was no change in any of the abovementioned interests between the end of the financial year and 21 July 2011.

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares or share options of the Company, or of related corporations, either at the beginning of the financial year, or at the end of the financial year.

4. Directors’contrActuAlbenefits

Except as disclosed in the financial statements, since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.

DIRECTORS’ REPORT


Directors’rePort(cont’d)

5. significAnteventsDuringthefinAnciAlyeAr

Details of significant events are disclosed in Note 34 to the financial statements.

6. shAreoPtionscheme

The ESOS Scheme in respect of unissued ordinary shares in the Company was approved by the shareholders on 9 January 2003 in conjunction with the Company’s listing on the Singapore Exchange Securities Trading Limited. The ESOS Scheme became effective on 9 January 2003 for a duration of 10 years, terminating on 9 January 2013.

The principal features of the ESOS Scheme are as follows:

(a) Eligible persons are confirmed full-time employees of the Company, its subsidiaries and associates and the ultimate holding company and its subsidiaries, who have attained the age of 21 years, independent non-executive directors of the Company and executive directors of the Company, its subsidiaries and associates and the ultimate holding company and its subsidiaries.

(b) The ESOS Scheme is administered by the ESOS Committee comprising three directors of the Company, namely Ong Kian Min, Datuk Sulaiman bin Daud and Tan Sri Dato’ Dr. Lin See-Yan.

(c) The maximum number of new shares to be offered shall not exceed 15% of the issued and paid-up share capital of the Company on the date preceding the grant of an option. The maximum number of shares available to Intelligentsia Holding Ltd (ultimate holding company) and its subsidiaries is 20% of the shares available under the ESOS Scheme.

(d) The option price shall be the price equal to (“Market Price Option”) or not more than 20% discount (“Incentive Option”) to the average of the prices for the last five consecutive days immediately preceding the grant of the option.

(e) Each option shall be exercisable, in the case of a Market Price Option, from the first anniversary to the 10th anniversary of the offering date. In the case of Incentive Option, the option shall be exercisable from the 2nd anniversary to the 10th anniversary of the offering date. In the case of persons not holding a salaried office, the option shall expire on the 5th anniversary for both the Market Price and Incentive Option.

(f) Shares arising from the exercise of options pursuant to the ESOS Scheme are subject to the Memorandum and Bye-Laws of the Company and rank pari passu in all respect with the then existing issued shares.

(g) The ESOS Scheme shall continue in operation for a maximum of 10 years commencing on the date on which the ESOS Scheme is adopted by the Company in the general meeting, which was held on 9 January 2003, subject to any extension as may be approved by the shareholders in general meeting and the relevant authorities.

There were no options granted in the current and previous financial years.


Directors’rePort(cont’d)

7. PerformAnceshArePlAn

The Silverlake Axis Ltd Performance Share Plan (“PSP”) was approved by the Company’s shareholders at the Special General Meeting held on 28 October 2010 under which awards (“Awards”) of fully-paid shares will be issued free of charge to eligible employees and non-executive directors of the Company and its subsidiaries, provided certain prescribed performance targets are met.

The aggregate number of shares which may be available for Award under the PSP, when aggregated with the aggregate number of shares available under any other share-based schemes of the Company, will not exceed 5% of the total issued shares of the Company (excluding treasury shares) from time to time. The PSP shall continue in force at the discretion of the PSP Committee, subject to the maximum period of 10 years commencing on 28 October 2010. The PSP Committee comprise Mr Goh Peng Ooi, Tan Sri Dato’ Dr Lin See-Yan, Mr Ong Kian Min and Mr Lim Kok Min.

During the financial year, 10,250,000 PSP shares were awarded and vested on 21 January 2011, of which 6,250,000 shares were awarded to a Director, Dr Kwong Yong Sin. The shares awarded shall be subject to certain restrictions against the disposal or sale and/or any other dealings for a period of one year from the date of the shares awards.

Except as disclosed above, no Directors or employees of the Group have received 5% or more of the total number of shares available under the PSP. Details of the PSP are disclosed in Note 20(e) to the financial statements.

8. treAsuryshAres

During the financial year, 10,250,000 treasury shares were reissued at the price of SGD0.34 each, which reflects the fair value of shares at award date, for the purposes of Award of shares to employees under the PSP.

9. AuDitcommittee(“Ac”)

Information on the functions and activities of the AC are disclosed in the Corporate Governance Statement.

10. AuDitors

Ernst & Young have expressed their willingness to accept reappointment as auditors.

On behalf of the board of directors:

GOH PENG OOI KWONG YONG SINDIRECTOR DIRECTOR

21 September 2011


In the opinion of the directors,

(i) the consolidated financial statements of the Group and the statement of financial position of the Company together with notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Group and the Company as at 30 June 2011 and the results of the business, changes in equity and cash flows of the Group for the year then ended, and

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the board of directors:

GOH PENG OOI KWONG YONG SINDIRECTOR DIRECTOR

21 September 2011

STATEMENT by DIRECTORS


reportonthefinancialstatements

We have audited the accompanying consolidated financial statements of Silverlake Axis Ltd. and its subsidiaries (collectively, the Group), set out on pages 33 to 112, which comprise the statement of financial positions of the Group and the Company as at 30 June 2011, the consolidated statement of changes in equity and consolidated income statement, consolidated statement of comprehensive income and consolidated statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair consolidated income statement and statements of financial positions to maintain accountability of assets.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements of the Group and the statement of financial positions of the Company are properly drawn up in accordance with the Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2011 and the results, changes in equity and cash flows of the Group for the year ended on that date.

othermatters

This report is made solely to the members of the Company, as a body, and for no other purpose. We do not assume responsibility to any other person for the content of this report.

ErNSt & YOuNGAF: 0039Chartered AccountantsKuala Lumpur, Malaysia21 September 2011

INDEPENDENT AuDITORS’ REPORTTO MEMBERS OF SILVERLAKE AXIS LTD


2011 2010 note rm rm (note36)

revenue 3 305,380,128 175,818,103Cost of sales (122,560,760) (65,495,050)

Gross profit 182,819,368 110,323,053Other items of income Interest income 4 325,479 328,609 Other income 5 4,457,969 914,924Other items of expenses Selling and distribution costs (7,201,105) (4,818,851) Administrative expenses (37,900,055) (27,121,238) Finance costs 6 (271,092) (265,042)Share of loss of associates (10,474,537) (4,159,378)

Profit before tax 7 131,756,027 75,202,077Income tax expense 9 (16,487,795) (11,682,341)

Profit for the year 115,268,232 63,519,736

Profit for the year attributable to: Owners of the Company 115,268,232 63,519,736

Earnings per share attributable to the equity holders of the Company: - Basic and diluted (sen) 10 5.50 3.04

The accompanying notes and explanatory notes form an integral part of the financial statements.

CONSOLIDATED INCOME STATEMENTFOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


2011 2010 note rm rm

Profit for the year 115,268,232 63,519,736

Other comprehensive expense: Foreign currency translation loss (4,751,497) (1,026,577) Acturial loss on defined benefit plans 27 (644,572) -

Other comprehensive loss for the year, net of tax (5,396,069) (1,026,577)

total comprehensive income for the year 109,872,163 62,493,159

total comprehensive income for the year attributable to: Owners of the Company 109,872,163 62,493,159


CONSOLIDATED STATEMENT OF COMPREhENSIvE INCOMEFOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


STATEMENT OF FINANCIAL POSITIONS AS AT 30 JuNE 2011

group company 2011 2010 2011 2010 note rm rm rm rm

Assets

Non-current assetsProperty, plant and equipment 11 10,331,644 11,837,442 15,984 5,022Intangible assets 12 26,925,889 36,764,185 - -Investments in subsidiaries 13 - - 1,612,486,346 1,608,907,743Investments in associates 14 72,021,630 84,804,930 77,541,760 83,353,760Deferred tax assets 25 314,203 220,240 - -

109,593,366 133,626,797 1,690,044,090 1,692,266,525

Current assetsAmounts due from customers for contract work-in-progress 15 10,280,882 404,619 - -Trade and other receivables 16 121,283,094 90,802,985 - -Advance maintenance cost 43,862 7,334,157 - -Prepayments 441,829 1,061,472 69,693 34,311Dividend receivable - - - 24,989,000Amounts due from related parties 17 2,731,765 15,832,567 - -Loan to a subsidiary 18 - - 8,146,859 5,508,802Loan to an associate 18 735,000 735,000 735,000 735,000Pledged deposits 19 1,257,102 1,129,890 - -Cash and cash equivalents 19 72,184,377 31,019,613 34,265,268 679,883Tax recoverable 1,046,118 48,030 - -

210,004,029 148,368,333 43,216,820 31,946,996

total assets 319,597,395 281,995,130 1,733,260,910 1,724,213,521



group company 2011 2010 2011 2010 note rm rm rm rm

equityandliabilities

Equity attributable to owners of the parentShare capital 20 (a) 151,271,159 151,271,159 151,271,159 151,271,159Share premium 20 (b) 28,315,358 22,216,916 1,464,873,114 1,458,774,672Treasury shares 20 (c) (10,397,498) (12,734,498) (10,397,498) (12,734,498) Foreign currency translation reserve 21(a) (11,266,146) (6,514,649) - - Capital reserve 21(b) 466,828 466,828 - - Merger deficit 22 (119,765,286) (119,765,286) - - Retained profits 174,373,056 128,471,744 106,902,332 81,535,787

total equity 212,997,471 163,412,214 1,712,649,107 1,678,847,120

Non-current liabilitiesLoans and borrowings 23 3,066,301 2,888,605 - -Deferred tax liabilities 25 884,703 1,539,976 - -Provision for defined benefit liability 27 1,968,993 - - -

5,919,997 4,428,581 - -

Current liabilitiesAmounts due to customers for contract work-in-progress 15 38,623,374 45,782,831 - - Trade and other payables 26 17,532,668 16,274,423 935,024 914,430Provision for defined benefit liability 27 10,592 - - -Advance maintenance fees 20,138,111 20,425,659 - -Dividend payable - 24,645,869 - 24,645,869 Loans and borrowings 23 881,030 2,300,552 - - Amounts due to subsidiaries 17 - - 19,676,779 19,806,102Amounts due to related parties 17 18,539,508 581,237 - - Income tax payable 4,954,644 4,143,764 - -

100,679,927 114,154,335 20,611,803 45,366,401

total liabilities 106,599,924 118,582,916 20,611,803 45,366,401

Net current assets/(liabilities) 109,324,102 34,213,998 22,605,017 (13,419,405)

total equity and liabilities 319,597,395 281,995,130 1,733,260,910 1,724,213,521


stAtementoffinAnciAlPositionsAsAt30June2011(cont’d)


<----------non-distributable----------> foreign currency merger Distributable share share treasury translation capital deficit retained2010 capital premium shares reserve reserve (note22) profits totalgroup note rm rm rm rm rm rm rm rm

As at 1 July 2009:As previously reported 81,918,614 22,216,916 (12,734,498) (5,491,899) - (59,771,338) 142,258,708 168,396,503Shares issued for acquisitions of subsidiaries 20(a) 69,352,545 - - - - - - 69,352,545Adjustments for acquisitions of subsidiaries - - - 3,827 466,828 (68,179,013) (8,494,487) (76,202,845) As at 1 July 2009, as restated 151,271,159 22,216,916 (12,734,498) (5,488,072) 466,828 (127,950,351) 133,764,221 161,546,203

Profit for the year - - - - - - 63,519,736 63,519,736Other comprehensive lose for the year - - - (1,026,577) - - - (1,026,577)

total comprehensive income for the year - - - (1,026,577) - - 63,519,736 62,493,159

Contributions by and distributions to owners

Distribution to Silverlake Private Entities 13(c) - - - - - - (18,652,260) (18,652,260)Increase in share capital of a subsidiary by the former shareholder 13(c) - - - - - 8,185,065 - 8,185,065Dividends on ordinary shares 28 - - - - - - (50,159,953) (50,159,953)

total transactions with owners in their capacity as owners - - - - - 8,185,065 (68,812,213) (60,627,148)

At 30 June 2010 151,271,159 22,216,916 (12,734,498) (6,514,649) 466,828 (119,765,286) 128,471,744 163,412,214


CONSOLIDATED STATEMENT OF ChANgES IN EquITyFOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


<----------non-distributable----------> foreign currency merger Distributable share share treasury translation capital deficit retained2011 capital premium shares reserve reserve (note22) profits totalgroup note rm rm rm rm rm rm rm rm

As at 1 July 2010: 151,271,159 22,216,916 (12,734,498) (6,514,649) 466,828 (119,765,286) 128,471,744 163,412,214

Profit for the year - - - - - - 115,268,232 115,268,232Other comprehensive lose for the year - - - (4,751,497) - - (644,572) (5,396,069)

total comprehensive income for the year - - - (4,751,497) - - 114,623,660 109,872,163

Contributions by and distributions to owners

Distribution of shares under Performance Share Plan 20(e) - - 2,337,000 - - - - 2,337,000Gain on reissuance of treasury shares 20(b) - 6,098,442 - - - - - 6,098,442Dividends on ordinary shares 28 - - - - - - (68,722,348) (68,722,348)

total transactions with owners in their capacity as owners - 6,098,442 2,337,000 - - - (68,722,348) (60,286,906)

As at 30 June 2011 151,271,159 28,315,358 (10,397,498) (11,266,146) 466,828 (119,765,286) 174,373,056 212,997,471


consoliDAteDstAtementofchAngesinequity(cont’d)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


group note 2011 2010 rm rm

operatingactivities

Profit before tax 131,756,027 75,202,077

Adjustments for: Amortisation of intangible assets 12 9,460,305 7,457,137 Impairment loss on intangible assets 12 1,646,189 - Depreciation of property, plant and equipment 11 3,502,485 2,740,110 Net gain on disposal of property, plant and equipment 5 (107,046) (11,533) Loss on deemed disposal of investment in an associate 7 2,308,763 - Impairment loss on financial assets - Trade receivables 7 114,753 - Write off of property, plant and equipment 7 380 1,771 Unrealised foreign exchange gain 5 (2,176,817) (494,349) Allowance for unutilised leave 8 2,054,495 1,351,744 Share of loss of associates 10,474,537 4,159,378 Negative goodwill arising from the acquisition of a subsidiary 5 - (107,916) Performance shares issued 8 8,435,442 - Interest expense 6 271,092 265,042 Interest income 4 (325,479) (328,609)

Total adjustments 35,659,099 15,032,775

Operating cash flows before changes in working capital 167,415,126 90,234,852

Changes in working capital: Increase in trade and other receivables (24,872,320) (92,037,124) Net movement in amounts due from/to customers on contracts (14,594,012) 49,160,344 Net movement in amounts due from/to related parties 32,159,893 5,670,550 (Decrease)/increase in trade and other payables (1,446,137) 1,392,830

Total changes in working capital (8,752,576) (35,813,400)

Cash flows from operations 158,662,550 54,421,452

Net placement of deposit pledged (126,713) (1,027,017)Income tax paid (17,448,764) (9,869,293)Interest paid (271,092) (265,042)

Net cash flows from operating activities 140,815,981 43,260,100


CONSOLIDATED STATEMENT OF CASh FLOwSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


group note 2011 2010 rm rminvestingactivities

Purchases of property, plant and equipment (a) (876,333) (755,681)Payments for software development expenditure 12 (2,093,203) (3,649,528)Payments for other intangible assets 12 (16,394) (15,871,127)Interest received 325,479 328,609Proceeds from disposal of property, plant and equipment 163,163 23,413Acquisition of a subsidiary, net of cash acquired 13 - (16,976,380)

Net cash flows used in investing activities (2,497,288) (36,900,694)

financingactivities

Dividends paid (93,368,217) (25,514,084)Distribution to Silverlake Private Entities - (18,652,260)Proceeds from issuance of shares to a former shareholder by a subsidiary - 8,185,065Repayment of finance lease liabilities (2,030,890) (1,200,859)Repayment of term loan (380,394) (361,913)

Net cash flows used in financing activities (95,779,501) (37,544,051)

Net increase/(decrease) in cash and cash equivalents 42,539,192 (31,184,645)Effects of exchange rate changes on cash and cash equivalents (1,374,428) (951,757)Cash and cash equivalents at beginning of year 31,019,613 63,156,015

Cash and cash equivalents at end of year 19 72,184,377 31,019,613

(a) Additions of property, plant and equipment during the financial year were by way of:

Cash 876,333 755,681 Hire purchase 1,129,000 1,156,793

2,005,333 1,912,474


consoliDAteDstAtementofcAshflows(cont’d)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


1. corporateinformation

Silverlake Axis Limited (the Company) is an exempt company with limited liability and incorporated in Bermuda. The immediate and ultimate holding corporation is Intelligentsia Holding Ltd., a corporation incorporated in Bermuda.

The listing of the Company was transfered from the catalist of Singapore Exchange Securities Trading Limited (SGX-ST) to the Main Board of SGX-ST on 22 June 2011.

The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. The principal place of business of the Company is located at Lot 5.04, 5th Floor, Menara 1, Faber Towers, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur, Malaysia.

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 13. There have been no significant changes in the nature of these activities during the financial year other than as disclosed in Note 34.

2. significantaccountingpolicies 2.1 basisofpreparation

The consolidated financial statements of the Group and the statement of financial position of the Company have been prepared in accordance with Singapore Financial Reporting Standards (FRS).

The financial statements have been prepared under the historical cost basis, except as disclosed in the summary of significant accounting policies below.

The financial statements are presented in Malaysian Ringgit (“RM”).

The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 2.5.

2.2 changesinaccountingpolicies

The accounting policies adopted are consistent with those of the previous financial year except in the financial year, the Group has adopted all the new and revised standards and interpretations of FRS (INT FRS) that are effective for annual periods beginning on or after 1 July 2010. The adoption of these standards did not have any effect on the financial performance or position of the Group and the Company.

NOTES TO ThE FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2011


2. significantaccountingpolicies(cont’d)

2.3standardsissuedbutnotyeteffective

The Group has not adopted the following standards and interpretations that have been issued but not yet effective:

effectivefor annualperiods Description beginningonorafter

Amendments to INT FRS 114 Prepayments of a Minimum Funding Requirement 1 January 2011 Revised FRS 24 Related Party Disclosures 1 January 2011 INT FRS 115 Agreements for the Construction of Real Estate 1 January 2011 Amendments to FRS 101 Severe Hyperinflation and Removal of Fixed Dates for First Time Adopters 1 July 2011 Amendments to FRS 107 Transfers of Financial Assets 1 July 2011 Amendments to FRS 12 Recovery of Underlying Assets 1 January 2012 Improvements to FRSs 2010 1 January 2012

Except for the revised FRS 24, the directors expects that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on the adoption of the revised FRS 24 is described below:

Amendments to FrS 24 related Party Disclosures The revised FRS 24 clarifies the definition of a related party to simplify the identification of such relationships and to eliminate

inconsistencies in its application. The revised FRS 24 expands the definition of a related party and would treat two entities as related to each other whenever a person (or a close member of that person’s family) or a third party has control or joint control over the entity, or has significant influence over the entity. The revised standard also introduces a partial exemption of disclosure requirements for government-related entities. The Group is currently determining the impact of the changes to the definition of a related party has on the disclosure of related party transaction. As this is a disclosure standard, it will have no impact on the financial position or financial performance of the Group when implemented in 2012.

2.4summaryofsignificantaccountingpolicies

(a) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income. The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities and contingent liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the business combination.

notestothefinAnciAlstAtements(cont’d)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011



2.4summaryofsignificantaccountingpolicies(cont’d)

(a) Basis of consolidation (cont’d)

Any excess of the cost of business combination over the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets and liabilities is recorded as goodwill in the statement of financial positions. The accounting policy for goodwill is set out in Note 2.4(d)(i). Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in the income statement on the date of acquisition.

Business combinations involving entities under common control are accounted for by applying the pooling of interest method. The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the consolidated financial statements of the controlling holding company. Any difference between the consideration paid and the share capital of the “acquired” ’entity is reflected within equity as merger reserve. The statement of comprehensive income reflects the results of the combining entities for the full year, irrespective of when the combination takes place. Comparatives are presented as if the entities have always been combined since the date the entities had come under common control.

Expenditure incurred in relation to a common control combination is recognised as an expense in the period in which it is incurred. Such expenditure includes professional fees, registration fees and all other incidental expenses.

Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group companies are eliminated; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

The Company’s accounting policy on investments in subsidiaries is as disclosed in Note 2.4(e).

Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the income statement of the Group and within equity in the consolidated statements of financial position, separately from parent shareholders’ equity. Transactions with non-controlling interests are accounted for using the entity concept method, whereby, transactions with non-controlling interests are accounted for as transactions with owners. On acquisition of non-controlling interests, the difference between the consideration and book value of the share of the net assets acquired is recognised directly in equity. Gain or loss on disposal to non-controlling interests is recognised directly in equity.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.

(b) Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.





(b) Associates (cont’d)

The Group’s investments in associates are accounted for using the equity method. Under the equity method, the investments in associates are measured in the statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investments in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the income statement.

The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the associates have been changed where necessary to ensure consistency with the accounting policies adopted by the Group.

The Company’s accounting policy on investments in associates is as disclosed in Note 2.4(e).

(c) Property, plant and equipment

(i) Measurement

Land Land is initially recognised at cost. Freehold land is subsequently carried at cost less accumulated impairment

losses.

Other property, plant and equipment All other items of property, plant and equipment are initially recognised at cost and subsequently carried at cost

less accumulated depreciation and accumulated impairment losses.

Components of costs The cost of an item of property, plant and equipment includes its purchase price and any cost that is directly

attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.





(c) Property, plant and equipment (cont’d)

(ii) Depreciation

Freehold land has unlimited useful life and therefore is not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight line method to allocate their depreciable amounts over their estimated useful lives. The principal annual depreciation rates are as follows:

Office premises 4% Furniture and fittings 15% Motor vehicles 15% Office equipment 15% - 20%

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each financial reporting date. The effects of any revision are recognised in the income statement when the changes arise.

(iii) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in the income statement when incurred.

(iv) Disposal

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the income statement in the year the asset is derecognised.

(d) Intangible assets

(i) Goodwill

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination.

The cash-generating unit to 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 income statement. Impairment losses recognised for goodwill are not reversed in subsequent periods.





(d) Intangible assets (cont’d)

(i) Goodwill (cont’d)

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of 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 cash-generating unit retained.

Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2.4(k).

Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Company and are recorded in RM at the rates prevailing at the date of acquisition.

(ii) Software development expenditure

Software development expenditure represents cost incurred on software development and is capitalised and amortised using the straight line method over their estimated useful lives (to the maximum of 10 years). Costs directly attributable to the development of computer software are capitalised as software development expenditure only when:

•technical feasibility of the project is demonstrated;•the Group has an intention and ability to complete and use the software; and•the costs can be measured reliably.

Software development expenditure comprises purchased software, manpower and related overhead costs incurred directly in the development of computer software.

The principal annual amortisation rate is 10% to 20%.

Costs incurred in the development of software which are not or have ceased to be commercially viable are written off in that financial year to the Group income statements.

The policy for recognition and measurement of impairment losses is in accordance with Note 2.4(o).

(iii) Other intangible assets

Other intangible assets acquired separately are measured initially at cost. The cost of other intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial acquisition, other intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses.





(d) Intangible assets (cont’d)

(iii) Other intangible assets (cont’d)

Other intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on other intangible assets with finite lives is recognised in the income statement.

The principal annual amortisation rate is 10%.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in income statement when the asset is derecognised.

(e) Investments in subsidiaries and associates

Investments in subsidiaries and associates are carried at cost less accumulated impairment losses in the Company’s statement of financial position. Where an indication of impairment exists, the carrying amounts of the investments are assessed and written down immediately to its recoverable amount. The policy for recognition and measurement of impairment losses is in accordance with Note 2.4(o).

On disposal of investments in subsidiaries and associates, the difference between net disposal proceeds and the carrying amounts of the investments are recognised in the Company’s income statement.

(f) Income recognition on contracts

Contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the financial reporting date, when the outcome of a contract can be estimated reliably. When the outcome of a contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable and contract costs are recognised as expense in the period in which they are incurred. An expected loss on the contract is recognised as an expense immediately when it is probable that total contract costs will exceed total revenue.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the contract work and claims to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

The stage of completion is determined by reference to the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs. Contract costs include staff costs, allowances and other directly attributed costs.





(g) Financial assets

Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

All regular way purchases and sales of financial assets are recognised or derecognised on trade date, i.e. the date that the Group commits to purchase or sell the asset. Regular way purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned.

Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in income statement when the loans and receivables are derecognised or impaired, and through the amortisation process.

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, bank balances and deposits held at call with financial institutions that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

(i) Income taxes

a) 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 reporting date.

Current taxes are recognised in the income statement except to the extent that the tax relates to items recognised outside the income statement, either in other comprehensive income or directly in equity.

b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax assets and liabilities are recognised for all temporary differences, except:

• where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and





(i) Income taxes (cont’d)

b) Deferred tax (cont’d)

• in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

• in respect of deductible temporary differences and carry-forward of unused tax credits and unused tax losses, if it is not probable that taxable profit will be available against which the deductible temporary differences and carry-forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial positions.

(j) revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Group’s activities.





(j) revenue recognition (cont’d)

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, when it is probable that future economic benefits will flow to the entity and when the specific criteria for each of the Group’s activities are met as follows:

(i) Licensing of Silverlake Axis Integrated Banking Solution (“SIBS”)

Revenue from licensing of SIBS is recognised when there are no remaining obligations in accordance with the substance of the agreement. When there are no obligations subsequent to the delivery of the software source codes and the risks and rewards of ownership have been transferred, license fees is recognised upon transfer of title to the customer, which takes place after delivery and customer acceptance.

(ii) Customised software solutions

Revenue relating to rendering of customised software solutions services is accounted for under the percentage of completion method. The stage of completion is measured by reference to the actual cost for work performed to date to the estimated total costs for each contract. Please refer to Note 2.4(f) for further details.

(iii) Sale of software and hardware products

Revenue relating to sale of software and hardware products is recognised upon delivery of products and customer acceptance, net of discounts.

(iv) Maintenance and enhancement services

Revenue on maintenance and enhancement services is recognised over the contractual period or performance of services.

(v) Interest income

Interest income is recognised using the effective interest method.

(vi) Dividend income

Dividend income is recognised when the right to receive payment is established.

(vii) Commission income

Commission income is recognised as earned when the right to receive the commission is established.

(k) Currency translation

(i) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Ringgit Malaysia, which is the Company’s functional currency.





(k) Currency translation (cont’d)

(ii) transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the financial reporting date are recognised in the income statement, unless they arise from borrowings in foreign currencies and qualifying as net investment in foreign operations. Those currency translation differences are recognised in the currency translation reserve in the consolidated financial statements and transferred to the income statement as part of the gain or loss on disposal of the foreign operations.

(iii) translation of the Group entities’ financial statements

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities are translated at the closing exchange rates at the date of the statement of financial positions;

• Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case, income and expenses are translated using the exchange rates at the dates of the transactions); and

• All resulting currency translation differences are taken to the foreign currency translation reserve within equity.

(l) Financial liabilities

Financial liabilities within the scope of FRS 39 are recognised on the statement of financial position when, and only when, the Group becomes party to the contractual provisions of the financial instrument.

Financial liabilities are recognised initially at fair value, plus, in the case of the financial liabilities other than derivatives, directly attributable transaction costs.

Subsequent to initial recognition, all financial liabilities are measured at amortised cost using the effective interest method, except for derivatives which are measured at fair value.

A financial liability is derecognised when the obligation under the liability is extinguished. For financial liabilities other than derivatives, gains and losses are recognised in the income statement when the liabilities are derecognised, and through the amortisation process. Any gains or losses arising from changes in fair value of derivatives are recognised in the income statement. Net gains or losses on derivatives include exchange differences.





(m) Leases

The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement.

For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 January 2005 in accordance with the transitional requirements of INT FRS 104.

(i) 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 liabilitiy so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

(ii) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

(n) Employee benefits

(i) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Employees’ Provident Fund on a mandatory basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions are recognised as employee compensation expense in the period in which the related service is performed, unless they can be capitalised as an asset.





(n) Employee benefits (cont’d)

(ii) Defined benefit plans

The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit method. All actuarial gains and losses for all the defined benefit plans are recognised in other comprehensive income in the period in which they arise. Such actuarial gains and losses are also immediately recognised in retained earnings and are not reclassified to profit or loss in subsequent periods.

The past service costs are recognised as an expense on a straight-line basis over the average period until the benefits become vested. If the benefits are already vested, immediately following the introduction of, or changes to, a pension plan, past service costs are recognised immediately.

The defined benefit asset or liability is the aggregate of the present value of the defined benefit obligation (derived using a discount rate based on high quality corporate bonds) at the end of the reporting period plus any actuarial gains (less any actuarial losses) not recognised, reduced by past service costs not yet recognised and the fair value of plan assets out of which the obligations are to be settled directly. If such aggregate is negative, the asset is measured at the lower of such aggregate or the aggregate of cumulative unrecognised net actuarial losses and past service costs and the present value of any economics benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.

If the asset is measured at the aggregate of cumulative unrecognised net actuarial losses and past service costs and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan:

• Net actuarial losses of the current period and past service costs of the current period are recognised immediately to the extent that they exceed any reduction in the present value of those economics benefits, the entire net actuarial losses of the current period and past service costs of the current period are recognised immediately.

• Net actuarial gains of the current period after the reduction of past service costs of the current period exceeding any increase in the present value of the economic benefits stated above are recognised immediately. If there is no change or a decrease in the present value of the economic benefits, the entire net actuarial gains of the current period after the deduction of past service costs of the current period are recognised immediately.

Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to the Group. Fair value of plan assets is based on market price information and in the case of quoted securities, it is based on the published bid price. The value of any defined benefit asset recognised is restricted to the sum of any past service costs and actuarial gains and losses not yet recognised and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.

The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined benefit obligation is recognised as a separate asset at fair value when and only when reimbursement is virtually certain.





(n) Employee benefits (cont’d)

(iii) Employee share option plans

Employees of the Group receive remuneration in the form of share options as consideration for services rendered. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the options at the date on which the options are granted. This cost is recognised in profit or loss, with a corresponding increase in the employee share option reserve, over the vesting period. The cumulative expense recognised at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of options that will ultimately vest. The charge or credit to income statement for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a market condition, which are treated as vested irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. The employee share option reserve is transferred to retained earnings upon expiry of the share options. When the options are exercised, the employee share option reserve is transferred to share capital if new shares are issued, or to treasury shares if the options are satisfied by the reissuance of treasury shares.

In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, the unidentified goods or services received (or to be received) are measured as the difference between the fair value of the share-based payment and the fair value of any identifiable goods or services received at the grant date. This is then capitalised or expensed as appropriate.

(iv) Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for annual leave as a result of services rendered by employees up to the financial reporting date.

(v) Performance share plan

The cost of a cash-settled share-based payment transaction is measured initially at fair value at the grant date. This fair value is recognised in profit or loss in the period it is incurred.





(o) Impairment of assets

The Group assesses at each financial reporting date whether there is any objective evidence that a financial asset is impaired.

(i) Non-financial assets

The Group assesses at each reporting date 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.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets. In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount.

Impairment losses are recognised in the income statement.

For assets, excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in the income statement. Impairment loss on goodwill is not reversed in a subsequent period.

(ii) Assets carried at amortised cost

If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the 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 carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in the income statement.

When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset.

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.





(o) Impairment of assets (cont’d)

(ii) Assets carried at amortised cost (cont’d)

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 the income statement.

(iii) Assets carried at cost

If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods.

(p) Segment reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 33, including the factors used to identify the reportable segments and the measurement basis of segment information.

(q) Share capital and share issuance expenses

Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against the share capital.

(r) treasury shares

The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount of treasury shares and the consideration received, if reissued, is recognised directly in equity. Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to them respectively.

(s) Borrowing costs

Borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.





(t) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each financial reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(u) Contingencies

A contingent liability is:

(i) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or

(ii) a present obligation that arises from past events but is not recognised because:

• It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

• The amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined.

(v) related parties

A related party is defined as follows:

(i) A person or a close member or that person’s family is related to the Group and Company if that person:

(1) Has control or joint control over the Company;

(2) Has significant influence over the Company; or

(3) Is a member of the key management personnel of the Group or Company or of a parent of the Company.





(v) related parties (cont’d)

(ii) An entity is related to the Group and the Company if any of the following conditions applies:

(1) The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

(2) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(3) Both entities are joint ventures of the same third party.

(4) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(5) The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company;

(6) The entity is controlled or jointly controlled by a person identified in (i);

(7) A person identified in (i)(1) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

2.5significantaccountingestimatesandjudgements

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the financial reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Percentage of completion for customised software solutions

The Group uses the percentage of completion method in accounting for its contract revenue for rendering of customised software solutions services where it is probable that contract costs are recoverable. The stage of completion is measured by reference to the contract costs incurred to date to the estimated total costs for the contract.

Significant judgement is required in determining the stage of completion, the extent of the contract costs incurred and the estimated total contract costs, as well as the recoverability of the contracts. In making the judgement, the Group has relied on past experience.




2.5significantaccountingestimatesandjudgements(cont’d)

Key sources of estimation uncertainty (cont’d)

(b) Capitalisation and economic lives of software development expenditure

The Group capitalises costs relating to the development and enhancement of its new and existing products respectively, upon meeting all the criteria for capitalisation as described in Note 2.4(d)(ii). Amortisation, which commences upon commercialisation or sale of products, is recognised in the income statement based on a straight-line basis over the products’ estimated economic lives of 5 to 10 years. The Group reviews the amortisation period and amortisation method at least once a year.

However, if there are indications that the products are unable to meet expected future cash flow, immediate impairment loss would be recognised.

(c) Impairment of investments in subsidiaries

The Company assesses at each reporting date whether there is an indication that the investments in subsidiaries may be impaired. Where an indication of impairment exists, recoverable value is assessed based on an estimate of the value in use of the subsidiaries. Estimating the value in use requires the Company to make an estimate of the expected future cash flows from the subsidiaries and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Company’s investments in subsidiaries at 30 June 2011 is RM1,612,486,346 (2010: RM1,608,907,743).

(d) Impairment of loans and receivables

The Group assesses at each financial reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s and the Company’s loans and receivables at the reporting date is disclosed in Note 16.

(e) Impairment of investment in an associate

Management has assessed the carrying value of investment in an associate, ePetrol Silverswitch Sdn. Bhd., for potential impairment. The carrying value is supported through a valuation determined by discounting the total estimated future cash flows of the business. The valuation in 2011 and 2010 involves cash flow forecasts and projections covering a 10-year period. Cash flows beyond the period are extrapolated using the key assumptions as follows:

2011 2010

Growth rate 0% 0% Discount rate 20% 20%




2.5significantaccountingestimatesandjudgements(cont’d)

Key sources of estimation uncertainty (cont’d)

(e) Impairment of investment in an associate (cont’d)

On the basis that all other assumptions in the calculation remain the same, an increase of 0.1% in the discount rate would result in a change to the total estimated future cash flows of the business of the associate which would then result in a potential impairment of RM84,000 (2010: RM135,000) against the carrying value of investment in an associate.

(f) Income tax and deferred income tax

The Group is subject to income taxes in numerous jurisdictions in which the Group operates. Significant judgement is required in determining the capital allowances and deductibility of certain expenses during the estimation of the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for tax based on estimates of assessment of the tax liability due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in which such determination is made.

(g) Defined benefit plans

The cost of defined benefit pension plans and other post employment medical benefits as well as the present value of the pension obligation are determined using actuarial valuations. The actuarial valuation involves making various assumptions. These include the determination of the discount rates, expected rates of return of assets, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, defined benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The net benefit liability as at 30 June 2011 is RM1,979,585 (2010: nil). Further details are provided in Note 27.

In determining the appropriate discount rate, management considers the interest rates of high quality corporate bonds in the respective currencies with at least AA rating, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The underlying bonds are further reviewed for quality, and those having excessive credit spreads are removed from the population of bonds on which the discount rate is based, on the basis that they do not represent high quality bonds.

The mortality rate is based on publicly available mortality tables for the specific country. Future salary increases and pension increases are based on expected future inflation rates for the specific country.

Further details about the assumptions used are provided in Note 27.




2.5significantaccountingestimatesandjudgements(cont’d) Judgments made in applying accounting policies

(a) Determination of functional currency

The Group measures foreign currency transactions in the respective functional currencies of the Company and its subsidiaries. Indetermining the functional currencies of the entities in the Group, judgment is required to determine the currency that mainly influences sales prices for goods and services and of the country whose competitive forces and regulations mainly determines the sales prices of its goods and services. The functional currencies of the entities in the Group are determined based on management’s assessment of the economic environment in which the entities operate and the entities’ process of determining sales prices.

3. revenue group 2011 2010 rm rm Sale of goods Sale of software and hardware products 8,016,728 8,704,647 Licensing of SIBS 51,386,388 13,693,933

59,403,116 22,398,580 rendering of services Customised software solutions 98,444,297 9,356,983 Maintenance and enhancement services 130,963,781 126,240,961 Credit card processing 16,568,934 17,821,579

245,977,012 153,419,523

305,380,128 175,818,103

4. interestincome group 2011 2010 rm rm Interest income from deposits with licensed banks 323,057 253,156 Interest income received from loans and receivables 2,422 75,453

325,479 328,609



5. otherincome group 2011 2010 rm rm (note36) Foreign currency exchange gain: - realised 2,022,947 - - unrealised 2,176,817 494,349 Net gain on disposal of property, plant and equipment 107,046 11,533 Commission income and other incentives 57,164 242,089 Rental income 24,000 24,000 Negative goodwill on acquisition of a subsidiary - 107,916 Miscellaneous income 69,995 35,037

4,457,969 914,924

6. financecosts

group 2011 2010 rm rm Interest expense on: - term loan 125,320 134,045 - obligations under finance leases 145,772 130,997

271,092 265,042



7. Profitbeforetax

The following items have been included in arriving at profit before tax: group 2011 2010 rm rm (note36)

Amortisation of intangible assets (Note 12) 9,460,305 7,457,137 Costs of hardware sold 5,382,736 6,138,073 Software subscription costs and others 72,381,055 31,127,915 Directors’ fees: - current year 1,108,450 1,406,797 Employee benefits expense (Note 8) 53,203,314 25,803,676 Depreciation of property, plant and equipment (Note 11) 3,502,485 2,740,110 Impairment loss of intangible assets (Note 12) 1,646,189 - Impairment loss on financial assets - Trade receivables (Note 31(c)) 114,753 - Write off of property, plant and equipment 380 1,771 Loss on disposal of investment in an associate (Note 14) 2,308,763 - Realised foreign currency exchange loss - 1,477,472 Non-audit fees paid to: - auditors of the Company 165,111 825,000 - other auditors - 18,331 Operating lease expenses (Note 30(b)) 1,421,365 1,071,464 Professional expenses 3,264,486 5,663,673

8. employeebenefitsexpense(includingdirectors’remuneration)

group 2011 2010 rm rm

Wages and salaries 39,254,121 24,126,177 Defined contribution plans 3,735,278 2,583,797 Defined benefits plans (Note 27) 556,895 - Performance shares issued (Note 20(e)) 8,435,442 - Allowance for unutilised leave 2,054,495 1,351,744 Other employee benefits 958,263 403,312

54,994,494 28,465,030 Less: Capitalised under intangible assets (1,791,180) (2,661,354)

53,203,314 25,803,676



9. incometaxexpense group 2011 2010 rm rm Current income tax: - Malaysia 1,875,768 3,238,347 - Singapore 2,176,155 1,493,203 - Brunei 1,013,919 26,321 - Thailand 1,735,110 333,728 - China 1,565,439 200,897 - Others 96,212 6,345

8,462,603 5,298,841 Deferred tax (Note 25) - origination and reversal of temporary differences (586,151) (308,588)

(Over)/under provision in prior financial years: - current income tax (269,604) (3,270) - deferred income tax (Note 25) (141,591) 92,054

(411,195) 88,784

Tax expense for the year 7,465,257 5,079,037 Foreign and withholding tax 9,022,538 6,603,304

16,487,795 11,682,341

The corporate income tax rates applicable to companies of the Group are as follows:

2011 2010

Malaysia 25% 25% Singapore 17% 17% Brunei 22% 23.5% Thailand 30% 30% China 25% 25% Indonesia 28% 28% Philippines 30% 30% Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.



9. incometaxexpense(cont’d)

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rates for the year ended 30 June 2011 and 2010 are as follows:

2011 2010 rm rm group

Profit before tax 131,756,027 75,202,077

Tax calculated at a tax rate of: - Malaysia 25% (2010: 25%) 12,459,370 10,728,217 - Singapore 17% (2010: 17%) 2,225,836 1,697,012 - China 25% (2010: 25%) 448,072 791,989 - Thailand 30% (2010: 30%) 4,192,372 573,167 - Indonesia 28% (2010: 28%) (92,868) (52,783) - Philippines 30% (2010: 30%) 15,576 - - Brunei 22% (2010: 23.5%) 1,187,372 49,608 Tax effect of: - Share of loss of associates 2,618,634 1,061,527 - Exempted amount (175,076) (298,072) - Exempted income under pioneer status2/advance Technology Enterprise status3 (15,032,269) (10,408,039) - Expenses not deductible for tax purposes 1,050,549 1,186,821 - Deduction for tax incentives4 - (529,941) Utilisation of capital allowance previously not recognised (3,205) (2,671) Deferred tax assets previously unrecognised now recognised (156,784) - Utilisation of tax losses previously unrecognised now recognised (861,127) - Deferred tax assets not recognised - 193,418 Over provision of current income tax in prior financial years (269,604) (3,270) Under provision of deferred income tax in prior financial years (141,591) 92,054

Tax expense for the year 7,465,257 5,079,037 Foreign and withholding tax 9,022,538 6,603,304

16,487,795 11,682,341

The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.



9. incometaxexpense(cont’d)

1. Two Bermuda subsidiaries of the Group, Silverlake Adaptive Applications & Continuous Improvement Services Ltd (“SAACIS”) and Silverlake Solutions Limited (“SSL”), have obtained exemption from the Ministry of Finance, Bermuda, under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, thus no taxes shall be applicable to SAACIS and SSL on all income derived by SAACIS and SSL.

2. Three Malaysian subsidiaries of the Group, Silverlake Axis Sdn. Bhd. (“SASB”), Silverlake Axis MSC Sdn. Bhd. (“SAMSC”) and Silverlake Structured Services Sdn. Bhd. (“SSSVC”), are a Multimedia Super Corridor Status Company and enjoys the incentives, rights and privileges provided for under the Bill of Guarantees.

The pioneer status of SASB was extended for a period of five years effective from 1 May 2005 and expired on 30 April 2010. The pioneer status of SAMSC and SSSVC commenced on 1 November 2007 and 13 August 2009 respectively, and will expire in five years’ time.

3. A subsidiary of the Group, Silverlake Axis (Beijing) Co. Ltd, was an Advance Technology Enterprise and was entitled to a three-year tax exemption, followed by a three year 50% tax deduction effective from 1 January 2005. The newly revised Enterprise Corporate Income Tax Law of P.R.C was effective from 1 January 2008. The basic income tax rate is 25%, except for high-tech enterprises which are entitled to a 15% preferential tax rate. However, the Company was no longer accorded with a high-tech enterprise status in the current financial year, and therefore the applicable tax rate is 25%.

4. A Malaysian subsidiary of the Group, QR Retail Automation (Asia) Sdn. Bhd., qualifies for exemption on income for value of increased export of services under Income Tax Act, 1965 (Exemption) (No. 2) 2001 - P.U. (A) 154 and No. 9 (2002), P.U. (A) 57 and (Amendment) 2006 - P.U. (A) 275, for services rendered to foreign customers.

5. A Thailand subsidiary of the Group, Silverlake Structured Services Ltd, was granted promotional privileges approved by the Board of Investment under Thai Investment Promotion Act B.E. 2520, for Enterprise software and Digital content, under Certificate No. 2011(7)/2552 dated 23 December 2009 for a period of 8 years.

10. earningspershare

Basic and diluted earnings per share

Basic earnings per share is calculated by dividing the Group’s net profit attributable to equity shareholders of the Company by the weighted number of ordinary shares in issue adjusted for treasury shares during the financial year.


Profit net of tax attributable to owners of the Company 115,268,232 63,519,736 Weighted average number of ordinary shares for basic earnings per share computation * 2,096,256,341 2,091,735,108 Basic earnings per share (sen) 5.50 3.04

* The weighted average number of shares has taken into account the weighted average effect of changes in treasury shares transactions during the year.

As there were no share options and other potential issuance granted, the basis and diluted earnings per share are the same.



11. Property,plantandequipment

furniture freehold office and motor office land premises fittings vehicles equipment total

group rm rm rm rm rm rm

At 30 June 2011

CostAt 1 July 2010 7,153,765 818,000 2,398,494 2,175,762 4,746,420 17,292,441Additions - - 240,755 1,259,638 504,940 2,005,333Disposals - - - (475,558) (19,000) (494,558)Written off - - - - (2,012) (2,012)Currency translation differences - - 108,102 (25,264) 131,306 214,144

At 30 June 2011 7,153,765 818,000 2,747,351 2,934,578 5,361,654 19,015,348

Accumulated depreciationAt 1 July 2010 - 490,320 1,337,348 1,064,905 2,562,426 5,454,999Charge for the year (Note 7) - 32,720 1,341,320 330,664 1,797,781 3,502,485Disposals - - - (428,002) (10,439) (438,441)Written off - - - - (1,632) (1,632)Currency translation differences - - 68,683 5,465 92,145 166,293

At 30 June 2011 - 523,040 2,747,351 973,032 4,440,281 8,683,704

Net carrying amount 7,153,765 294,960 - 1,961,546 921,373 10,331,644



11. Property,plantandequipment(cont’d)

furniture freehold office and motor office land premises fittings vehicles equipment total

group rm rm rm rm rm rm

At 30 June 2010

CostAt 1 July 2009 7,153,765 818,000 726,080 1,556,179 1,920,334 12,174,358Additions - - 363,990 625,990 922,494 1,912,474Acquisition of a subsidiary (Note 13(b)) - - 1,613,170 - 2,095,921 3,709,091Disposals - - - - (13,200) (13,200)Written off - - (155,654) - (1,014) (156,668)Currency translation differences - - (149,092) (6,407) (178,115) (333,614)

At 30 June 2010 7,153,765 818,000 2,398,494 2,175,762 4,746,420 17,292,441

Accumulated depreciationAt 1 July 2009 - 457,600 330,831 831,079 1,492,283 3,111,793Charge for the year (Note 7) - 32,720 1,258,354 237,663 1,211,373 2,740,110Disposals - - - - (1,320) (1,320)Written off - - (154,231) - (666) (154,897)Currency translation differences - - (97,606) (3,837) (139,244) (240,687)

At 30 June 2010 - 490,320 1,337,348 1,064,905 2,562,426 5,454,999

Net carrying amount 7,153,765 327,680 1,061,146 1,110,857 2,183,994 11,837,442



11. Property,plantandequipment(cont’d) office equipmentcompany rm

At 30 June 2011

Cost At 1 July 2010 18,907Additions 17,106Disposals (3,650)

At 30 June 2011 32,363

Accumulated depreciationAt 1 July 2010 13,885 Charge for the year 5,594Disposals (3,100)

At 30 June 2011 16,379

Net carrying amount 15,984

At 30 June 2010 Cost At 1 July 2009/ 30 June 2010 18,907 Accumulated depreciationAt 1 July 2009 10,643Charge for the year 3,242

At 30 June 2010 13,885

Net carrying amount 5,022

Assets held under finance leasesDuring the financial year, the Group acquired motor vehicles and office equipment with an aggregate cost of RM1,129,000 (2010: RM1,156,793) by means of finance leases.

The carrying amount of property, plant and equipment held under finance leases as at the financial reporting date were RM2,170,846 (2010: RM2,769,627).

Leased assets are pledged as security for the related finance lease liabilities.

Assets pledged as security for term loanIn addition to assets held under finance leases, the freehold land with a carrying amount of RM7,153,765 (2010: RM7,153,765) is pledged to secure the term loan of a subsidiary (Note 23).



12. intangibleassets

software other development intangible expenditure asset totalgroup rm rm rm

At 30 June 2011

CostAt 1 July 2010 49,564,113 31,475,013 81,039,126 Additions:- internal development 2,093,203 16,394 2,109,597 Currency translation differences (3,568,364) (126,199) (3,694,563)

At 30 June 2011 48,088,952 31,365,208 79,454,160

Accumulated amortisation and impairment lossAt 1 July 2010:- accumulated amortisation 39,255,449 4,529,697 43,785,146 - accumulated impairment loss 489,795 - 489,795 Charge for the year (Note 7) 1,689,994 7,770,311 9,460,305 Allowance for impairment loss (Note 7) 1,646,189 - 1,646,189 Currency translation differences (3,040,365) 187,201 (2,853,164)

At 30 June 2011 40,041,062 12,487,209 52,528,271

Net carrying amount 8,047,890 18,877,999 26,925,889



12. intangibleassets(cont’d)

software other development intangible expenditure asset total

group rm rm rm

At 30 June 2010

CostAt 1 July 2009 48,230,264 - 48,230,264Additions:- internal development 3,649,528 - 3,649,528 - purchased - 15,871,127 15,871,127 Acquisition of a subsidiary (Note 13(b)) - 17,060,702 17,060,702 Currency translation differences (2,315,679) (1,456,816) (3,772,495)

At 30 June 2010 49,564,113 31,475,013 81,039,126

Accumulated amortisation and impairment lossAt 1 July 2009:- accumulated amortisation 39,028,726 - 39,028,726 - accumulated impairment loss 489,795 - 489,795 Charge for the year (Note 7) 2,503,043 4,954,094 7,457,137 Currency translation differences (2,276,320) (424,397) (2,700,717)

At 30 June 2010 39,745,244 4,529,697 44,274,941

Net carrying amount 9,818,869 26,945,316 36,764,185

Other intangible assetThis represents a new software acquired from a third party in prior year for enhancing front-end customer interaction software components and expansion of the capabilities of the Group’s existing software solutions.

Amortisation expenseThe amortisation of intangible assets of RM9,460,305 (2010: RM7,457,137) is included in the costs of sales line item in the consolidated income statement.

Impairment loss recognisedDuring the financial year, an impairment loss was recognised following a review of the net carrying amount of software development expenditure as there is no foreseeable future economic benefits that will flow to the Group. The impairment loss of RM1,646,189 (2010: Nil) was recognised in the consolidated income statement under the line item of “Administrative expenses”.



13. investmentsinsubsidiaries company

2011 2010 rm rm Shares at cost, unquoted At beginning of the year 1,608,907,743 771,859,481 Acquisitions of subsidiaries by way of: - issuance of shares - 819,800,484 - cash (Note a) 4,030 17,247,778 Performance shares awarded to employees of subsidiaries 3,574,573 -

At end of the year 1,612,486,346 1,608,907,743

Further details on the Performance share plan is as disclosed in Note 20(e).

Details of the subsidiaries are as follows:

Proportionofownershipnameof Principal countryof interestheldcompanies activities incorporation 2011 2010 % %Held by the Company:

Silverlake Axis Rendering of customised Malaysia 100 100 Sdn. Bhd.* software solutions services and maintenance services

Silverlake Axis Rendering of customised The People’s 100 100 (Beijing) software solutions services Republic of Co. Ltd.^ and maintenance services China

Silverlake Adaptive Licensing of SIBS and Bermuda 100 100 Applications the rendering of & Continuous enhancement services Improvement Services Ltd . (“SAACIS”)*

Silverlake Japan Provision of credit and Japan 100 100 Ltd.^^ debit cards payment processing services

QR Technology Investment holding Malaysia 100 100 Sdn. Bhd. (“QRT”)*



13. investmentsinsubsidiaries(cont’d) Proportionofownershipnameof Principal countryof interestheldcompanies activities incorporation 2011 2010 % %

Silverlake Investment holding Bermuda 100 100 Solutions Ltd. (“SSL”)*

Silver Team Investment holding, Hong Kong 100 - Technology IT software solutions Limited and support services (“STTL”)***** Held by SAACIS:

Silverlake Trading of IBM products Malaysia 100 100 Holdings in Malaysia and the Sdn. Bhd.* rendering of enhancement services

Silverlake Axis Rendering of customised software Malaysia 100 100 MSC Sdn. Bhd.* solutions and privision of enhancement services

Held by QRT:

QR Retail Software trading, Malaysia 100 100 Automation development and (Asia) maintenance services. Sdn. Bhd.*

QR Retail Automation (S) Software trading, development Singapore 100 100 Pte. Ltd.^^^ and maintenance services.

Held by SSL:

Silverlake Services and maintenance of Malaysia 100 100 Structured Silverlake customised Services softwares Sdn. Bhd.*

Silverlakegroup Services and maintenance of Singapore 100 100 Pte. Ltd.** Silverlake customised softwares



13. investmentsinsubsidiaries(cont’d)

Proportionofownershipnameof Principal countryof interestheldcompanies activities incorporation 2011 2010 % %Held by SSL: (cont’d)

Silverlakegroup Services and maintenance of Philippines 100 100 Pte. Ltd. Silverlake customised (Philippines softwares branch)****

Silverlake Services and maintenance of Thailand 100 100 Structured silverlake customised Services softwares Ltd.***

PT Structured Services and maintenance of Indonesia 100 100 Services^^^^ Silverlake customised softwares

Silverlake Sistem Dealers in computers and Brunei 100 100 Sdn. Bhd.^^^^^ related spare parts and as consultants and advisors in all fields of computer data processing and programming and rendering of maintenance and enhancement services.

* Audited by Ernst & Young, Malaysia ** Audited by Ernst & Young, Singapore *** Audited by Ernst & Young, Thailand **** Audited by Ernst & Young, Philippines ***** STTL was incorporated on 8 February 2011. Unaudited financial statements have been used for the preparation of the Group’s consolidated financial statement. ^ Audited by Grant Thornton, China ^^ Audited by Miyako & Co., Japan ^^^ Audited by SS Lee PAC, Singapore ^^^^ Audited by Kosasih, Nurdiyaman, Tjahjo & Rekan, Indonesia ^^^^^ Audited by Lee Corporatehouse Associates, Brunei




Acquisitions of subsidiaries

Current financial year

(a) Silver Team Technology Limited

On 1 March 2011, the Company acquired a wholly-owned subsidiary, Silver Team Technology Limited (“STTL”). STTL is a shelf company and was incorporated on 8 February 2011 in Hong Kong with an authorised share capital of HK$10,000.00 divided into HK$1.00 each and initial issued and paid-up share capital of HK$1.00.

The fair values of the identifiable assets and liabilities of Silver Team Technology Limited as at the date of acquisition were:

2011 rm

Cash and cash equivalents, representing fair value of net identifiable assets 4,030 Goodwill on acquisition -

Cost of business combination, settled in cash 4,030

The effect of the acquisition on cash flows is as follows:

Total cost of the business combination, settled in cash 4,030 Less: Cash and cash equivalents of subsidiary acquired (4,030)

Net cash outflow on acquisition -




Acquisitions of subsidiaries (cont’d.)

Previous financial year

(b) Silverlake Japan Ltd

On 10 November 2009, the Company acquired the remaining 75% equity interest in an associate, SBI Card Processing Co., Ltd. and the remaining loan balance due to the former holding company for a cash purchase consideration of RM17,247,778. Subsequent to the acquisition, the Company changed the subsidiary’s name to Silverlake Japan Ltd. (“SJL”). Upon acquisition, SJL became a wholly-owned subsidiary of the Group.

The fair values of the identifiable assets and liabilities of SJL as at the date of acquisition were:

carrying recognised amount ondateof before acquisition combination rm rm Property, plant and equipment 3,709,091 5,355,483 Intangible assets 17,060,702 15,674,711 Trade and other receivables (current and non-current) 4,248,839 4,248,841 Tax recoverable 133,644 133,644 Cash and cash equivalents 271,398 271,398

25,423,674 25,684,077

Trade and other payables (5,245,220) (5,245,220) Finance lease liabilities (2,769,402) (2,769,402) Income tax payable (53,358) (53,358) (8,067,980) (8,067,980)

Net identifiable assets 17,355,694 17,616,097

total cost of business combination

The total cost of the business combination is as follows: rm

Fair value remeasurement of the previously held 25% equity interest - Cash consideration for acquisition of additional 75% equity interest 17,247,778

17,247,778

The effect of acquisition on cash flows is as follows: rm

Cash consideration for 75% equity interest acquired 17,247,778 Less: Cash and cash equivalents of subsidiary acquired (271,398)

Net cash outflow on acquisition 16,976,380





(b) Silverlake Japan Ltd (cont’d.)

Impact on acquisition on consolidated income statement From the date of acquisition, SJL contributed a loss of RM5,157,242 to the Group’s profit net of tax for financial year ended 30

June 2010. If the acquisition had taken place at the beginning of the previous financial year, the Group’s profit net of tax for financial year ended 30 June 2010 would have been RM58,134,823 and revenue would have been RM179,601,383.

Goodwill arising on acquisition Negative goodwill of RM107,916 arose from acquisition of the remaining 75% equity interest in SJL and is recognised

immediately in the income statement. The Group engaged an independent professional valuer to determine the fair value of SJL at the date of acquisition.

(c) Silverlake Solutions Limited, QR Technology Sdn. Bhd and Silverlake Sistem Sdn. Bhd.

In the prior year, the Company acquired:

(i) the entire issued and paid up capital of Silverlake Solutions Limited (“SSB HoldCo”) and its subsidiaries (“SSB group”) for a total consideration of RM701,873,478 satisfied via the issuance of 879,388,624 ordinary shares of USD0.02 per share. The issuance of the shares were completed in 2 separate tranches on 3 March 2010 and 14 May 2010.

(ii) the entire issued and paid up capital of QR Technology Sdn. Bhd. (“QR HoldCo”) and its subsidiaries (“QR group”) for a total consideration of RM117,927,006 satisfied via the issuance of 146,247,008 ordinary shares of USD0.02 per share on 3 March 2010; and

(iii) the entire issued and paid up capital of Silverlake Sistem Sdn. Bhd. (“SSISB”) for zero consideration on 30 June 2010.

Prior to the acquisition of SSISB, the amounts due to a substantial shareholder and a director of the Company, Mr. Goh and his related companies were capitalised by the issuance of ordinary shares in SSISB. In addition, Mr. Goh also injected additional capital into SSISB in exchange for ordinary shares in SSISB to offset SSISB’s remaining net liability position. The capital injection amounting to RM8,185,065 was accounted as part of merger deficit.





(c) Silverlake Solutions Limited, QR Technology Sdn. Bhd and Silverlake Sistem Sdn. Bhd. (cont’d.)

The above acquisitions were a combination of entities under common control whereby the Company, SSB group and QR group were under the common control of a major shareholder. Accordingly, the acquisitions had accounted for using the “pooling-of-interest” method in accordance with Note 2.4(a).

The cost of merger for the above acquisitions amounted to RM819,800,484 and resulted in the issuance of 1,025,635,632 ordinary shares of USD0.02 each. The differences between the cost of merger and the nominal value of shares acquired in relation to the acquisitions of SSB group, QR group and SSISB represents merger deficit.

The SSB group used a centralised approach to cash management and financing of its business prior to the acquisitions. Cash transactions relating to the businesses were retained by Silverlake Private Entities and therefore, were accounted for through distribution to Silverlake Private Entities in the consolidated statement of changes in equity.

The results of the subsidiaries that had accounted in the consolidated income statement under the pooling-of-interest method were as follows:

group 2010 rm

Revenue 117,543,122 Profit before tax 68,348,129 Profit for the year 60,576,948



14. investmentsinassociates group 2011 2010 rm rm At beginning of the year 84,804,930 88,964,308 Disposal of investment in an associate (Note 7) (2,308,763) - Share of loss for the year (10,474,537) (4,159,378)

At end of the year 72,021,630 84,804,930

Comprise of: Shares, at cost 88,682,760 88,682,760 Share of post acquisition reserves* (16,661,130) (3,877,830) 72,021,630 84,804,930

* This excludes the previously recognised share of losses of RM3,994,730 in Silverlake Japan Limited pursuant to the acquisition of the remaining 75% equity interest as disclosed in Note 13(b).

company 2011 2010 rm rm

Shares, at cost 88,682,760 88,682,760 Accumulated impairment (11,141,000) (5,329,000)

77,541,760 83,353,760

group 2011 2010 rm rm The summarised financial information of associates not adjusted for the proportion of ownership interest held by the Group, is as follows:

Assets 432,826,946 428,075,499 Liabilities 120,895,409 90,074,042 Revenue 275,339,265 258,081,893 Net loss (39,259,720) (18,407,971)



14. investmentsinassociates(cont’d)

Details of the associates are as follows:

Proportionofownershipnameof countryof interestheldcompanies Principalactivities incorporation 2011 2010 % %

Unifisoft Provision of Information PRC 30 30 Holdings Ltd.^ Technology services focusing on the Financial services sector in the People’s Republic of China (“PRC”)

Global InfoTech Provision of Information PRC 27 30 Software Technology services Co. Ltd.^ focusing on the Financial services sector in the PRC

ePetrol Provision of payment Malaysia 24.5 24.5 Silverswitch transaction technology Sdn Bhd^^ infrastructure solutions and to manage services for the centralised interchange in Malaysia

^ Audited by BDO China Li Xin Da Hua ^^ Audited by BDO Binder, Malaysia

Deemed disposal of investment in an associate

On 15 March 2011, the Company entered into a restructuring arrangement (“Restructuring”) with Unifisoft Holdings Limited (“UHL”) and the founders of UHL for the purpose of preparing Global InfoTech Software Co. Ltd. (“GIT Soft”), a subsidiary of UHL for listing on a stock exchange (“Proposed Listing”).

After the Restructuring, the Company will hold 30% interest in GIT Soft through Silver Team Technology Limited, a wholly-owned subsidiary of the Company incorporated in Hong Kong.

On 31 May 2011, pursuant to the Restructuring plan and GIT Soft’s staff share incentive scheme, 7,222,222 new GIT Soft shares were issued for cash of RM8,742,654. Accordingly, the Company’s interest in GIT Soft was reduced from 30% to 27% and resulted in a loss of RM2,308,763 for the year ended 30 June 2011. The purpose of the staff share incentive scheme is to align the performance and interest of key staff to GIT Soft’s future development and growth.



15. Amountsdue(to)/fromcustomersforcontractwork-in-progress group

2011 2010 rm rm Aggregate amount of costs incurred and recognised profits (less recognised losses) to date 182,161,353 35,249,439 Progress billings (210,503,845) (80,627,651)

(28,342,492) (45,378,212)

Presented as: Amounts due from customers for contract work-in-progress 10,280,882 404,619 Amounts due to customers for contract work-in-progress (38,623,374) (45,782,831)

(28,342,492) (45,378,212)

16. tradeandotherreceivables

group company 2011 2010 2011 2010 rm rm rm rm

trade receivables Third parties 117,303,526 89,039,655 - - Less: Allowance for impairment (Note 31(c)) (119,753) (5,000) - -

Net trade receivables (Note 31(c)) 117,183,773 89,034,655 - -

Other receivablesSundry receivables 3,188,521 767,212 - - Deposits 910,800 1,001,118 - -

4,099,321 1,768,330 - -

total trade and other receivables 121,283,094 90,802,985 - -

Trade and other receivables 121,283,094 90,802,985 - - Dividend receivable - - - 24,989,000 Amounts due from related parties (Note 17) 2,731,765 15,832,567 - - Loan to a subsidiary (Note 18) - - 8,146,859 5,508,802 Loan to an associate (Note 18) 735,000 735,000 735,000 735,000 Cash and cash equivalents (Note 19) 73,441,479 32,149,503 34,265,268 679,883

total loans and receivables 198,191,338 139,520,055 43,147,127 31,912,685



16. tradeandotherreceivables(cont’d)

trade receivablesTrade receivables are non-interest bearing and are generally on 30 days term. They are recognised at their original invoiced amounts which represent their fair values on initial recognition.

As at 30 June 2011, the Group’s significant concentration of credit risk is as disclosed in Note 31(c).

receivable that is impairedTrade receivable that is impaired is not expected to be recovered.

Information regarding financial assets that are either past due but not impaired and past due and impaired is disclosed in Note 31(c).

Other information on financial risks of trade and other receivables are disclosed in Note 31.

17. Amountsduefrom/(to)subsidiariesandrelatedparties


Amounts due to subsidiaries - - (19,676,779) (19,806,102)

Amounts due from related parties (Note 16, 31(c)) 2,731,765 15,832,567 - -

Amounts due to related parties: - trade (18,404,309) (532,290) - - - non trade (135,199) (48,947) - -

(18,539,508) (581,237) - -

Amounts due to subsidiariesThe amounts due to subsidiaries are non-trade, unsecured, non-interest bearing, repayable on demand and are to be settled in cash or through available intercompany balance.

Amounts due from related partiesThe amounts due from related parties are trade in nature, unsecured, interest free and have a credit term of 30 days except for amounts owing by related parties to certain subsidiaries which carry interest at 1.0% (2010: 1.0%) per month. The amounts due from related parties are to be settled in cash or through available intercompany balances.

Amounts due to related partiesThe amounts due to related parties are unsecured, non-interest bearing, repayable on demand and are to be settled in cash.

Further details on related party transactions are disclosed in Note 29.

Other information on financial risks of amounts due from/(to) subsidiaries and related parties are disclosed in Note 31.



18. loantoasubsidiaryandanassociate

The balances are unsecured, non-interest bearing, repayable on demand and are to be settled in cash or through intercompany balance.

19. cashandcashequivalents


Cash and bank balances 62,295,948 24,689,272 34,265,268 679,883Short term deposits with licensed banks 11,145,531 7,460,231 - -

73,441,479 32,149,503 34,265,268 679,883Less: Pledged deposits (1,257,102) (1,129,890) - -

72,184,377 31,019,613 34,265,268 679,883

Other information on financial risks of cash and cash equivalents are disclosed in Note 31.

Short-term deposits are made for varying periods of between one day and three months (2010: one day and three months) depending on the immediate cash requirements of the Group, and earn interests at the respective short-term deposit rates. The weighted average effective interest rate as at 30 June 2011 for the Group is 2.13% (2010: 1.59%) per annum.

As at 30 June 2011, short-term deposits with a licensed bank of the Group amounting to RM1,257,102 (2010: RM1,129,890) had been pledged by a subsidiary for bank guarantees facilities in relation to project tenders.

20. sharecapital,sharepremium,treasurysharesandshareoptions

(a) Ordinary share capital

(i) Authorised groupandcompany numberofordinaryshares ofusD0.02each 2011 2010

At 1 July 3,000,000,000 2,000,000,000 Created during the year - 1,000,000,000

At 30 June 3,000,000,000 3,000,000,000



20. sharecapital,sharepremium,treasurysharesandshareoptions(cont’d)

(a) Ordinary share capital (cont’d)

(ii) Issued and fully paid numberofordinarysharesofusD0.02each Amount

2011 2010 2011 2010 group rm rm

At beginning and end of the year 2,147,543,108 2,147,543,108 151,271,159 151,271,159

numberofordinarysharesofusD0.02each Amount 2011 2010 2011 2010 company rm rm

At beginning of the year 2,147,543,108 1,121,907,476 151,271,159 81,918,614 Issued for acquisitions of subsidiaries (Note 13(c)) - 1,025,635,632 - 69,352,545

At end of the year 2,147,543,108 2,147,543,108 151,271,159 151,271,159

The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction.

(b) Share premium group

2011 2010 rm rm

At beginning of the year 22,216,916 22,216,916 Arising from issuance of shares: - gain on distribution of performance share plan (Note 20(e)) 6,098,442 -

At end of the year 28,315,358 22,216,916

company 2011 2010 rm rm

At beginning of the year 1,458,774,672 708,326,733 Arising from issuance of shares: - for acquisitions of subsidiaries (Note 13(c)) - 750,447,939 - gain on distribution of performance share plan (Note 20(e)) 6,098,442 -

At end of the year 1,464,873,114 1,458,774,672



20. sharecapital,sharepremium,treasurysharesandshareoptions(cont’d)

(c) treasury shares groupandcompany numberof treasuryshares rm

At 1 July 2009/30 June 2010 55,808,000 12,734,498

At 1 July 2010 55,808,000 12,734,498 Reissuance of treasury shares (Note e) (10,250,000) (2,337,000) At 30 June 2011 45,558,000 10,397,498

Treasury shares relate to ordinary shares of the Company that are held by the Company.

The percentage of treasury shares over total ordinary shares net treasury shares amounts to 2% (2010: 3%).

(d) Share options

The ESOS Scheme became effective on 9 January 2003 for a duration of 10 years, terminating on 9 January 2013. Eligible persons are confirmed full-time employees of the Company, its subsidiaries and associates and the ultimate holding company and its subsidiaries, who have attained the age of 21 years, independent non-executive directors of the Company and executive directors of the Company, its subsidiaries and associates and the ultimate holding company and its subsidiaries.

The option price shall be the price equal to (“Market Price Option”) or not more than 20% discount (“Incentive Option”) to the average of the prices for the last five consecutive days immediately preceding the grant of the option.

Each option shall be exercisable, in the case of a Market Price Option, from the first anniversary to the 10th anniversary of the offering date. In the case of Incentive Option, the option shall be exercisable from the 2nd anniversary to the 10th anniversary of the offering date. In the case of persons not holding a salaried office, the option shall expire on the 5th anniversary for both the Market Price and Incentive Option.

Shares arising from the exercise of options pursuant to the ESOS Scheme are subject to the Memorandum and Bye-Laws of the Company and rank pari passu in all respect with the then existing issued shares.

There were no options granted in the current and previous financial years.

(e) Performance share plan

On 21 January 2011, the Company granted 10,250,000 shares awards to its employees pursuant to the Silverlake Axis Ltd Performance Share Plan (the “PSP”). The 10,250,000 shares were reissued from the Company’s existing treasury shares at the market price of SGD0.34 per share, amounted to RM8,435,442, of which, gain on the reissuance of the treasury shares of RM6,098,442 is recognised in the Share Premium of the Company.

The shares awards are based on past and current performance targets set by the Scheme Committee. The shares awarded shall be subject to certain restrictions against the disposal or sale and/or any other dealings for a period of one year from the date of the shares awards.



21. foreigncurrencytranslation/capitalreserve

(a) Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s reporting currency.

(b) Capital reserve

This represents non-distributable capital reserves of a subsidiary arising from the issuance of bonus shares in prior years.

The above reserves are not available for dividend distribution to shareholders.

22. mergerdeficit group

2011 2010 rm rm

At beginning of the year 119,765,286 127,950,351 Capital injection by the former shareholder (Note 13(c)) - (8,185,065)

At end of the year 119,765,286 119,765,286

The merger deficit represents the excess of nominal value of the shares issued by the Company over the book value of the assets and liabilities of the acquired subsidiaries, accounted for using the “pooling-of-interest” method.

The above reserve is not available for dividend distribution to shareholders.

23. loansandborrowings group

2011 2010 rm rm Current: Secured Term loan 421,967 383,333 Obligations under finance leases (Note 24) 459,063 1,917,219

881,030 2,300,552

Non-current: Secured Term loan 1,271,504 1,690,532 Obligations under finance leases (Note 24) 1,794,797 1,198,073

3,066,301 2,888,605

total loans and borrowings (Note 26) 3,947,331 5,189,157



23. loansandborrowings(cont’d)

term loanThis loan is repayable in 83 monthly installments from the first drawdown on 21 March 2008 and is secured by a charge over the freehold land (Note 11). The weighted average effective interest rate of this loan at the financial reporting date was 6.85% (2010: 5.93%) per annum.

Obligations under finance leasesThese obligations are secured by a charge over the leased assets (Note 11). The weighted average effective interest rate of the leases are disclosed in Note 24.

24. obligationsunderfinanceleases group

2011 2010 rm rm

Minimum lease paymentsNot later than one year 554,048 2,043,589 Later than one year but not later than five years 1,858,162 1,224,507 Later than five years but not later than seven years 96,732 96,732

2,508,942 3,364,828 Less: Amounts representing finance charges (255,082) (249,536)

2,253,860 3,115,292

The present value of the obligations under finance leases may be analysed as follows:

Not later than one year 459,063 1,917,219 Later than one year but not later than five years 1,700,454 1,103,730 Later than five years but not later than seven years 94,343 94,343

2,253,860 3,115,292

Presented as: Current (Note 23) 459,063 1,917,219 Non-current (Note 23) 1,794,797 1,198,073

2,253,860 3,115,292

The weighted average effective interest rate of hire-purchase liabilities at the financial reporting date was 3.33% (2010: 3.38%) per annum.



25. Deferredtax

Deferred income tax as at 30 June relates to the following: group

2011 2010 rm rm

At beginning of the year 1,319,736 1,529,376 Recognised in income statement (Note 9) (586,151) (308,588) (Over)/under provision in prior financial years (Note 9) (141,591) 92,054 Currency translation differences (21,494) 6,894

At end of the year 570,500 1,319,736

Presented after appropriate offsetting as follows: Deferred tax assets (314,203) (220,240) Deferred tax liabilities 884,703 1,539,976

570,500 1,319,736

The components and movements of deferred tax assets and liabilities during the financial year are as follows:

Deferred tax liabilities of the Group: software Property, development plantand expenditure equipment total rm rm rm

At 1 July 2009 1,529,376 - 1,529,376Recognised in income statement (81,454) - (81,454) Under provision in prior financial years 92,054 - 92,054

At 30 June 2010 1,539,976 - 1,539,976

At 1 July 2010 1,539,976 - 1,539,976Recognised in income statement (682,990) 27,717 (655,273)

At 30 June 2011 856,986 27,717 884,703



25. Deferredtax(cont’d)

Deferred tax assets of the Group: Allowance forunutilised tax leave losses others total rm rm rm rm

At 1 July 2009 - - - - Recognised in income statement (4,548) (194,377) (28,209) (227,134) Currency translation differences 138 5,900 856 6,894

At 30 June 2010 (4,410) (188,477) (27,353) (220,240)

At 1 July 2010 (4,410) (188,477) (27,353) (220,240)Recognised in income statement (2,932) 131,008 (58,954) 69,122Under provision in prior financial years - - (141,591) (141,591)Currency translation differences (476) (20,583) (435) (21,494)

At 30 June 2011 (7,818) (78,052) (228,333) (314,203)

As at 30 June 2011, the deferred tax assets have not been recognised in respect of the following items:


Unused tax losses 135,173 3,788,785 Unabsorbed capital allowances - 12,821 Allowances for unutilised leave 928,278 1,050,604 Others 346,101 641,807

1,409,552 5,494,017

tax consequences of proposed dividendsThere are no income tax consequences (2010: nil) attached to the dividends to the shareholders proposed by the Company but not recognised as a liability in the financial statements (Note 28).



26. tradeandotherpayables group company

2011 2010 2011 2010 rm rm rm rm

CurrentTrade payables 8,981,934 9,353,478 - -Other payables and accruals 6,496,239 5,145,831 935,024 914,430Allowance for unutilised leave 2,054,495 1,775,114 - -

total trade and other payables 17,532,668 16,274,423 935,024 914,430

Trade and other payables 17,532,668 16,274,423 935,024 914,430 Loans and borrowings (Note 23) 3,947,331 5,189,157 - - Amounts due to: - subsidiaries (Note 17) - - 19,676,779 19,806,102 - related parties (Note 17) 18,539,508 581,237 - -

total financial liabilities carried at amortised cost 40,019,507 22,044,817 20,611,803 20,720,532

trade payables/other payablesThese amounts are non-interest bearing. Trade payables are normally settled on 60-day terms while other payables have an average term of six months.

Other information on financial risks of trade and other payables are disclosed in Note 31.



27. Post-employmentbenefits

A subsidiary in Indonesia provides benefits for its employees who achieve the retirement age at 55 based on the provisions of Labor Law No.13/2003 dated March 25, 2003. The employee benefits liability is unfunded.

The following tables summarise the components of employee benefits expense recognised in the statement of comprehensive income and the amounts recognised in the statement of financial position as employee benefits liability as determined by an independent actuarist, PT Padma Radya Aktuaria, in its report dated 11 August 2011.

Principal actuarial assumptions:

Discount rate 8%Salary increment rate 10%Mortality rate 100% Indonesian Mortality Table (“TMI”) 2Disability rate 5% TMI 2Resignation rate 5% to age 30, then decreasing linearly to 0% at age 55

rmthe details of the net employee benefits liability are as follows:

Present Value of the Defined Benefit Obligation (“PVDBO”) as at 1 July 2010 -Defined benefit obligation 556,895Mutation in 778,118Actuarial loss 644,572

PVDBO as at 30 June 2011 1,979,585

Analysis of funded and unfunded PVDBO

PVDBO from plans that are wholly unfunded 1,979,585



27. Post-employmentbenefits(cont’d)

reconciliation of PVDBO and fair value of asset and liabilities in the statement of financial position rm

PVDBO 1,979,585Fair value of asset (if funded) -

1,979,585

Analysed as: Current 10,592

Non-current: Later than 1 year but not later than 2 years 12,777 Later than 2 years but not later than 5 years 337,452 Later than 5 years 1,618,764

Total non-current 1,968,993

1,979,585

The details of net employee benefits expense recognised in operations are as follows:

Current service cost 320,602Interest cost 236,293

Net employee benefits expense (Note 8) 556,895

total amount recognised in statement of comprehensive income

Actuarial loss 644,572

Cumulative amount of actuarial loss recognised in statement of comprehensive income 644,572

Historical experience adjustments:PVDBO 1,979,585Experience adjustment (value) (188,259)Experience adjustment (% of PVDBO) -9.51%



28. Dividends

2011 2010 Dividend Amountof Dividend Amountof pershare dividend pershare dividend sgD/rm rm sgD/rm rm

Declared and paid/payable during the year:

In respect of financial year ended 30 June 2009: - Final dividend paid per share, tax exempt (1-tier) - - 0.003 / 0.007 7,895,000

In respect of financial year ended 30 June 2010:- Final dividend paid per share, tax exempt (1-tier) 0.006 / 0.015 30,478,672 - -

In respect of financial year ended 30 June 2010: - Interim dividend paid per share, tax exempt (1-tier) - - 0.005 / 0.012 13,025,070 - Special dividend paid per share, tax exempt (1-tier) - - 0.001 / 0.002 2,605,014 - Final dividend paid per share, tax exempt (1-tier) - - 0.005 / 0.012 24,645,869

In respect of financial year ended 30 June 2011: - Interim dividend paid per share, tax exempt (1-tier) 0.002 / 0.005 10,155,375 - - - Second interim dividend paid per share, tax exempt (1-tier) 0.003 / 0.007 15,200,505 - - - Third interim dividend paid per share, tax exempt (1-tier) 0.0025 / 0.006 12,887,796 - -

Balance carried forward 68,722,348 48,170,953

Declared and paid during the year by Qr technology Sdn. Bhd. to the former shareholders prior to the combination:

In respect of financial year ended 30 June 2010: - Final dividend paid per share - - 0.696 / 1.700 1,989,000

68,722,348 50,159,953

Proposed but not recognised as a liability as at 30 June:

Dividends on ordinary share, subject to shareholders’ approval at the AGM: 0.004 / 0.010 20,788,633 0.006 / 0.015 29,575,043



29. significantrelatedpartytransactions

(a) Sale and purchase of goods and services

The Group has the following significant related party transactions between the Group and the related parties who are not members of the Group which took place on terms agreed between the parties during the financial year:


Sale of goods and rendering of services to related parties: - Customised software solutions 206,170 4,479,691 - Sale of hardware products 190,455 180,002 - Maintenance and enhancement services 26,566,982 58,002,001 - Licensing of SIBS - 1,476,343

Service fees paid to related parties 48,021,424 3,646,489

Accounting and administration expenses paid to a related party 156,376 153,726

Rentals paid to related parties 270,949 107,720

Information regarding outstanding balances arising from related party transactions as at 30 June 2011 are disclosed in Note

17.

(b) Compensation of key management personnel group 2011 2010 rm rm

Salaries and other short term employee benefits 5,066,988 3,587,102Performance share plan (Note 20(e)) 8,435,442 - Defined contribution plans 509,352 362,796 14,011,782 3,949,898

Comprise amounts paid to:Directors of the Company 6,215,951 803,054 Other key management personnel 7,795,831 3,146,844

14,011,782 3,949,898



30. commitments

(a) Capital commitments

There is no significant capital commitment as at financial year end other than those mentioned in Note 35.

(b) Operating lease commitments

The Group leases certain land and building under non-cancellable lease agreements with varying terms and renewal rights. There are no restrictions placed upon the Group and the Company as a result of entering into these leases. Operating lease payments recognised in the profit during the year amounted to RM1,421,365 (2010: RM1,071,464).

Future minimum rental under non-cancellable operating leases at the reporting date are as follows:


Not later than one year 1,059,725 1,219,860 - 80,954Later than one year but not later than five years 709,405 961,407 - -

1,769,130 2,181,267 - 80,954

31. financialriskmanagementobjectivesandpolicies

The Group and the Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include interest rate risk, liquidity risk, credit risk and foreign currency risk. The board of directors reviews and agrees policies and procedures for the management of these risks. The Audit Committee provides independent oversight to the effectiveness of the risk management process. It is, and has been throughout the current and previous financial years, the Group’s policy that no derivatives shall be undertaken except for the use as hedging instrument where appropriate and cost-efficient. The Group and the Company do not apply hedge accounting.

The following sections provide details regarding the Group’s and the Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of the changes in market interest rates. The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s loans and borrowings and cash and cash equivalents. The Group’s policy is to manage its interest costs by obtaining the most favourable interest rates on its borrowings and overdraft facilities available.

Surplus funds of the Group are placed with licensed banks as deposits to generate interest income. The Group has no significant net exposure to interest rate risk.

Sensitivity analysis for interest rate riskThe Group’s term loan at variable rate is denominated in Ringgit Malaysia. At the financial reporting date, assuming the market interest rate increases/decreases by 1% with other variables including tax rate held constant, the Group’s profit before tax for the financial year would have been lower/higher by RM16,935 (2010: RM20,739) arising mainly as a result of higher/lower interest expense on this term loan.



31. financialriskmanagementobjectivesandpolicies(cont’d)

(b) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. There is no significant exposure to liquidity risk. The Group actively manages its operating cash flows and the availability of funding so as to ensure that all repayment and funding needs are met. The Group maintains sufficient levels of cash and cash equivalents to meet its working capital requirements. The Group’s liquidity risk management policy is to match maturities of financial asset and liabilities, and to maintain the available banking facilities of a reasonable level to its overall debt position.

The table below summarises the maturity profile of the Group’s and Company’s financial liabilities at the reporting date based on contracted undiscounted repayment obligations.

lessthan between1 over 1year and5years 5years total

group rm rm rm rm

At 30 June 2011

Trade and other payables (Note 26) 17,532,668 - - 17,532,668Amounts due to related parties (Note 17) 18,539,508 - - 18,539,508Term loan 523,517 1,489,250 - 2,012,767Obligations under finance leases (Note 24) 554,048 1,858,162 96,732 2,508,942

37,149,741 3,347,412 96,732 40,593,885

At 30 June 2010

Trade and other payables (Note 26) 16,274,423 - - 16,274,423Amounts due to related parties (Note 17) 581,237 - - 581,237Term loan 494,947 1,941,152 - 2,436,099Obligations under finance leases (Note 24) 2,043,589 1,224,507 96,732 3,364,828

19,394,196 3,165,659 96,732 22,656,587




(b) Liquidity risk (cont’d)

lessthan between1 over 1year and5years 5years total

company rm rm rm rm

At 30 June 2011

Trade and other payables (Note 26) 935,024 - - 935,024Amounts due to subsidiaries (Note 17) 19,676,779 - - 19,676,779

20,611,803 - - 20,611,803

At 30 June 2010

Trade and other payables (Note 26) 914,430 - - 914,430Amounts due to subsidiaries (Note 17) 19,806,102 - - 19,806,102

20,720,532 - - 20,720,532

(c) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables, amounts due from related parties and loan to an associate. For other financial assets (including cash and cash equivalents), the Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties.

The Group monitors its credit risk closely and trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Group does not expect its related parties to default on their repayment obligations. Cash and deposits are placed with reputable licensed banks.

Exposure to credit risk profileAs at financial reporting date, the Group has a significant concentration of credit risk in the form of outstanding balances due from 3 customers (2010: 2 customers), representing 61% (2010: 80%) of the Group’s trade receivables.




(c) Credit risk (cont’d)

Credit risk concentration profileThe Group determines concentrations of credit risk by monitoring the region of its trade receivables on an ongoing basis. The credit risk concentration profile of the Group’s net trade receivables at the end of the reporting period is as follows:

group 2011 2010bygeographicalareas rm % rm %

South East Asia 61,287,752 51% 46,601,284 44%North East Asia 55,903,568 47% 56,322,693 54%South Asia 1,548,926 1% 1,537,654 1%Middle East 490,795 -* 98,145 -*North America 684,497 1% 307,446 -*

119,915,538 100% 104,867,222 99%

* Less than 1%

2011 2010 rm rmrepresented by:Trade receivables - third parties (Note 16) 117,183,773 89,034,655Amounts due from related parties - trade (Note 17) 2,731,765 15,832,567

119,915,538 104,867,222

Financial assets that are neither past due nor impairedTrade and other receivables, amounts due from related parties and loan to an associate amounted to RM55,099,920 (2010: RM55,867,521) that are not past due nor impaired are creditworthy debtors with good payment record with the Group. Cash and cash equivalents that are neither past due nor impaired are placed with or entered with reputable licensed banks withhigh credit ratings and no history of default.

Financial assets that are past due and/or impaired The Group has trade receivables amounting to RM69,649,989 (2010: RM51,503,031) that are past due at the financial reporting date but not impaired. These receivables are unsecured and the analysis of their aging at the statement of financial positions date is as follows: group 2011 2010 rm rm

Past due 0 to 2 months (31-90 days) 8,327,011 1,821,212Past due 2 to 4 months (90-180 days) 59,615,565 49,594,900Past due over 4 months (>180 days) 1,707,413 86,919

69,649,989 51,503,031




(c) Credit risk (cont’d)

Included in the past due 2 to 4 months balances are amount totaling RM43,836,030 due from HNA Group Co., Ltd. (“HNA”) under two software services agreements (“HNA Contracts”). HNA is a strategic partner of the Group. On 9 July 2010 and 23 July 2010, the Company announced the structured share sale agreement (“SSSA”) between Mr Goh Peng Ooi and HNA as part of the strategic alliance with HNA . Under the SSSA, a total of 242,000,000 shares in the Company held by Mr Goh Peng Ooi will be progressively transferred into an escrow account when each milestone progress payments fall due and paid by HNA in accordance to the HNA Contracts.

The Group’s trade receivables that are impaired at the financial reporting date and the movement of the allowance accounts used to record the impairment are as follows:


Trade receivables, nominal amounts 119,753 5,000Less: Allowance for impairment (119,753) (5,000)

- -

At 1 July 5,000 5,000Charge for the year (Note 7) 114,753 -

At 30 June (Note 16) 119,753 5,000

(d) Foreign currency risk

The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of the Group entities. The companies in the Group primarily transact in their respective functional currencies. The Group’s business is exposed to foreign exchange risk arising from various currency exposures primarily with respect to sales and operating expenses denominated mainly in United States Dollars (USD) and Singapore Dollars (SGD).

The Group holds short-term deposits denominated in SGD, RMB and Baht which also gives rise to foreign currency exposure. The Group is also exposed to currency translation risk arising from its net investments in foreign operations whose functional currencies are not in Ringgit Malaysia. The Company’s net investments in foreign operations are not hedged as currency positions of the respective companies are considered to be long-term in nature.

At the reporting date, the Group does not hedge its foreign currency exposure using any financial instruments. However, management monitors foreign currency exposure and will consider hedging significant foreign currency exposure should the need arises.




(d) Foreign currency risk (cont’d)

Sensitivity analysis for foreign currency riskThe following table demonstrates the sensitivity of the Group’s profit net of tax to a 15% (2010: 15%) change in the Singapore Dollar and United States Dollar exchange rates against the respective functional currencies of the Group entities, with all other variables including tax rate being held constant:

group Profitnetoftax 2011 2010 rm rmUnited States Dollar against Ringgit Malaysia- strengthened 3,443,791 4,390,324- weakened (3,443,791) (4,390,324)

Singapore Dollar against Ringgit Malaysia- strengthened 13,299,022 7,802,259- weakened (13,299,022) (7,802,259)

company Profitnetoftax 2011 2010 rm rmUnited States Dollar against Ringgit Malaysia- strengthened (261) 3,079- weakened 261 (3,079)

Singapore Dollar against Ringgit Malaysia- strengthened 3,665,815 (2,887)- weakened (3,665,815) 2,887



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45,4

06

29,7

71,7

71

264,

899

-

3,68

7,00

1

7,45

2,53

8

3,90

6,24

3

8,33

5,99

2

- 49

0,84

1 1

39,5

20,0

55

Fina

ncia

l lia

bilit

ies

Loan

s an

d bo

rrow

ings

2,

959,

499

-

- -

- -

2,22

9,65

8

- -

- -

5,18

9,15

7Tr

ade

paya

bles

15

6,48

4

6,86

8,81

2

435,

830

-

- -

1,73

4,60

6

- 15

4,86

5

- 2,

881

9,

353,

478

Oth

er p

ayab

les

3,

869,

990

1,

437,

897

13

,491

66

,715

-

101,

990

91

1,82

6

216,

161

12

5,27

6

- 17

7,59

9

6,92

0,94

5A

mou

nts

due

to

rela

ted

part

ies

12

3,35

2

123,

636

53

,623

-

- -

152,

267

-

128,

359

-

- 5

81,2

37

7,10

9,32

5

8,43

0,34

5

502,

944

66

,715

-

101,

990

5,

028,

357

21

6,16

1

408,

500

-

180,

480

22

,044

,817

Net

fina

ncia

l ass

ets

18

,056

,039

52

,015

,061

29

,268

,827

19

8,18

4

- 3,

585,

011

2,

424,

181

3,

690,

082

7,

927,

492

-

310,

361

117

,475

,238

Less

: Net

fina

ncia

l

posi

tion

de

nom

inat

ed in

the

resp

ectiv

e

entit

ies

fu

nctio

nal

cu

rrenc

ies

1,

037,

646

(7

,241

,525

) (1

36,4

45)

(151

,957

) -

(3,4

83,0

21)

(1,6

77,7

75)

(2,5

65,0

76)

(7,4

83,0

04)

- (1

50,1

72)

(21,

851,

329)

Cur

renc

y ex

posu

re

19,0

93,6

85

44,7

73,5

36

29,1

32,3

82

46,2

27

- 10

1,99

0

746,

406

1,

125,

006

44

4,48

8

- 16

0,18

9

95,6

23,9

09




The Company’s currency exposure based on the information provided to key management is as follows:

united ringgit singapore states JapaneseAt30June2011 malaysia Dollar Dollar yen total rm rm rm rm rm

Financial assetsCash and cash equivalents 409,827 33,776,166 10,742 68,533 34,265,268Loan to a subsidiary - - - 8,146,859 8,146,859Loan to an associate 735,000 - - - 735,000

1,144,827 33,776,166 10,742 8,215,392 43,147,127

Financial liabilitiesOther payables 426,026 496,517 12,481 - 935,024Amounts due to subsidiaries 10,835,899 8,840,880 - - 19,676,779

11,261,925 9,337,397 12,481 - 20,611,803

Net financial (liabilities)/assets (10,117,098) 24,438,769 (1,739) 8,215,392 22,535,324Less: Net financial position denominated in the functional currencies 10,117,098 - - - 10,117,098

Currency exposure - 24,438,769 (1,739) 8,215,392 32,652,422





united ringgit singapore states JapaneseAt30June2010 malaysia Dollar Dollar yen total rm rm rm rm rmFinancial assetsCash and cash equivalents 9,427 568,985 34,017 67,454 679,883Loan to a subsidiary 5,508,802 - - - 5,508,802Loan to an associate 735,000 - - - 735,000

6,253,229 568,985 34,017 67,454 6,923,685

Financial liabilitiesOther payables 240,288 588,231 13,491 72,420 914,430Amounts due to subsidiaries 19,806,102 - - - 19,806,102

20,046,390 588,231 13,491 72,420 20,720,532

Net financial (liabilities)/assets (13,793,161) (19,246) 20,526 (4,966) (13,796,847)Less: Net financial liabilities denominated in the functional currencies 13,793,161 - - - 13,793,161

Currency exposure - (19,246) 20,526 (4,966) (3,686)

(e) Fair values of financial instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction, other than in a forced or liquidation sale.

The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:

(i) Cash and cash equivalents, other receivables, other payables, amounts due from/to subsidiaries, related parties and loan to subsidiary/associate

The carrying amounts approximate fair values due to the relatively short term maturity of these financial instruments.

(ii) trade receivables and trade payables

The carrying amounts approximate fair values because these are subject to normal trade credit terms.





(e) Fair values of financial instruments (cont’d)

(iii) Loans and borrowings

The fair values of the obligations under finance leases is determined by the present value of minimum lease payments.

The fair value of the term loan approximates its carrying value as it is based on floating interest rates and terms that continue to be available to the Group.

32. capitalmanagement

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 30 June 2011 and 2010.

The Group monitors capital using the net asset value of the Group, which is total assets less total liabilities of the Group. The net asset value of the Group as at 30 June 2011 is RM212,997,471 (2010: RM163,412,214).

The Group and the subsidiaries are not subject to any externally imposed capital requirements.

33. segmentinformation

For management purposes, the Group is organised into five business segments: sale of software and hardware products; rendering of customised software solutions services; maintenance and enhancement services; licensing of SIBS and credit card processing services.

Other operations of the Group comprise investment holding which does not constitute a separate reportable segment.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group income taxes are managed on a group basis and are not allocated to operating segments.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

Segment capital expenditure is the total cost incurred during the year to acquire segment assets which are expected to be used for more than one period.


saleof maintenance Per softwareand customised and Adjustments consolidated hardware software enhancement licensing creditcard and financial products solutions services ofsibs processing others eliminations notes statement2011 rm rm rm rm rm rm rm rm

revenue:External customers 8,016,728 98,444,297 130,963,781 51,386,388 16,568,934 10,786,400 (10,786,400) A 305,380,128

results:Interest income 12,070 92,491 193,599 22,143 694 4,482 - 325,479Interest expense (478) (56,858) (132,386) (1,854) (79,516) - - (271,092)Selling and distribution costs (874,067) (3,082,638) (2,546,861) (388,715) (299,647) (9,177) - (7,201,105)Depreciation of property, plant and equipment (19,540) (216,116) (453,439) (12,116) (2,795,679) (5,595) - (3,502,485)Amortisation of intangible assets - (1,529,140) - (1,606,495) (6,324,670) - - (9,460,305)Share of loss of associates - - - - - (10,474,537) - (10,474,537)Loss on deemed disposal of investment in an associate - - - - - (2,308,763) - (2,308,763)Impairment of intangible assets - (1,646,189) - - - - - (1,646,189)Other non-cash expenses (5,971) 166,894 (18,277) 13,301 - 131,521 - B 287,468Segment profit/(loss) 1,746,006 42,388,976 84,247,747 47,877,653 (3,923,980) (34,901,025) (5,679,350) C 131,756,027

Assets:Investments in associates - - - - - 72,021,630 - 72,021,630Capital expenditure 22,139 2,686,584 878,550 391,873 118,679 17,105 - D 4,114,930Segment assets 2,177,690 31,637,124 80,696,512 73,502,273 4,234,408 34,354,438 92,994,950 E 319,597,395

Segment liabilities 495,802 23,117,790 37,229,408 37,143,313 1,839,240 935,024 5,839,347 F 106,599,924

33. segmentinformation(cont’d)

(a) Business information

The following table presents the revenue and results information regarding the Group’s business segments for the years ended 30 June 2011 and 2010 and assets, liabilities and other segment information regarding the Group’s segments as at 30 June 2011 and 2010.



saleof maintenance Per softwareand customised and Adjustments consolidated hardware software enhancement licensing creditcard and financial products solutions services ofsibs processing others eliminations notes statement2010 rm rm rm rm rm rm rm rm

revenue:External customers 8,704,647 9,356,983 126,240,961 13,693,933 17,821,579 56,039,000 (56,039,000) A 175,818,103

results:Interest income 111,333 6,324 128,252 2,670 180 79,850 - 328,609Interest expense - (37,228) (114,823) - (112,991) - - (265,042)Selling and distribution costs (591,152) (496,682) (3,348,018) (195,228) (186,279) (1,492) - (4,818,851)Depreciation of property, plant and equipment (13,807) (136,309) (391,802) - (2,194,950) (3,242) - (2,740,110)Amortisation of intangible assets - (1,529,140) - (1,767,459) (4,160,538) - - (7,457,137)Share of loss of associates - - - - - (4,159,378) - (4,159,378)Other non-cash expenses (7,060) (26,602) (1,208,665) - (144,514) 44,829 - B (1,342,012)Segment profit/(loss) 2,065,889 4,535,495 83,437,243 11,946,576 (662,601) (26,512,542) 392,017 C 75,202,077

Assets:Investments in associates - - - - - 84,804,930 - 84,804,930Capital expenditure 64,617 16,062,813 3,821,711 - 1,483,988 - - D 21,433,129Segment assets 921,989 16,894,250 91,482,889 48,374,596 23,432,566 719,216 100,169,624 E 281,995,130

Segment liabilities - 8,710,190 26,985,325 43,578,078 6,049,816 25,560,299 7,699,208 F 118,582,916



(a) Business information (cont’d)




Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements.

A Revenue reported above represents revenue generated from external customers. There were no inter-segment sales during the year (2010: Nil).

B Other non-cash expenses consist of allowance/(reversal) for unutilised leave, allowance for doubtful debts, impairment of financial assets, gain on disposal of property, plant and equipment and property, plant and equipment written off as presented in the respective notes to the financial statements.

C The following items are added to/(deducted from) segment profit to arrive at “Profit before tax” presented in the consolidated income statement:

2011 2010 rm rm

Negative goodwill - 107,916Exchange gain/(loss) on inter companies balance 1,291,950 (885,521)Impairment loss in investment in an associate 5,812,000 5,329,000Loss on deemed disposal of investment in an associate (2,308,763) -Share of loss of associates (10,474,537) (4,159,378)

(5,679,350) 392,017

D Additions to non-current assets consist of additions to property, plant and equipment and intangible assets.

E The following items are added to/(deducted from) segment assets to arrive at total assets reported in statement of financial position:

2011 2010 rm rm

Loan to an associate 735,000 735,000Tax recoverable 1,046,118 48,030Investments in associates 72,021,630 84,804,930Intangible assets 18,877,999 14,361,424Deferred tax assets 314,203 220,240

92,994,950 100,169,624





Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements.

F The following items are added to/(deducted from) segment liabilities to arrive at total liabilities reported in statement of financial positions:

2011 2010 rm rm

Unallocated other payables - 2,015,468Current Income tax liabilities 4,954,644 4,143,764Deferred tax liabilities 884,703 1,539,976

5,839,347 7,699,208

(b) Geographical information

The Group’s four main business segments operate in five main geographical regions:

• South East Asia – the operations in this area are principally sale of software and hardware products; rendering of customised software solutions services; maintenance and enhancement services; and licensing of SIBS.

• North East Asia – the operations in this area are principally rendering of customised software solutions services; maintenance and enhancement services; and licensing of SIBS.

• South Asia – the operations in this area are principally rendering of customised software solutions services; and maintenance and enhancement services.

• Middle East – the operations in this area are principally rendering of customised software solutions services; maintenance and enhancement services and licensing of SIBS.

• North America – the operation in this area are principally rendering of customised software solutions services and licensing of SIBS.

With the exception of South East Asia, no other individual region contributed more than 10% of consolidated revenue and assets.

Revenue, trade receivables and amounts due from related parties (trade) are based on the country in which the end-customer is located. Other assets and capital expenditure are shown by the geographical region where the assets are located.




(b) Geographical information (cont’d) 2011 2010

revenue rm rm

South East Asia 202,440,030 129,279,433North East Asia 95,945,443 38,203,538South Asia 2,770,252 4,051,083Middle East 2,746,099 2,809,213Europe 1,478,304 1,474,836

305,380,128 175,818,103

2011 2010segmentalassets rm rm

South East Asia 151,583,893 102,285,090North East Asia 80,893,628 77,086,188South Asia 1,550,577 2,850,998Middle East 490,795 98,145North America 12,372,375 14,869,779Europe 684,497 -

247,575,765 197,190,200Investments in associates 72,021,630 84,804,930

319,597,395 281,995,130

capitalexpenditure

South East Asia 3,852,607 4,069,830North East Asia 262,323 1,492,172North America - 15,871,127 4,114,930 21,433,129




34. significanteventsduringtheyear

(a) In the current financial year, the Company completed the following transactions:

(i) On 1 March 2011, the Company acquired a wholly-owned subsidiary, Silver Team Technology Limited (“STTL”). STTL is a shelf company and was incorporated on 8 February 2011 in Hong Kong with an authorised share capital of HK$10,000.00 divided into HK$1.00 each and initial issued and paid-up share capital of HK$1.00.

The impact of the acquisition is as disclosed in Note 13(a).

(ii) On 15 March 2011, the Company entered into a restructuring arrangement (“Restructuring”) with Unifisoft Holdings Limited (“UHL”) and the founders of UHL for the purpose of preparing Global InfoTech Software Co. Ltd. (“GIT Soft”), a subsidiary of UHL for listing on a stock exchange (“Proposed Listing”). After the Restructuring, the Company will hold 30% interest in GIT Soft through Silver Team Technology Limited, a wholly-owned subsidiary of the Company incorporated in Hong Kong.

On 31 May 2011, pursuant to the Restructuring plan and GIT Soft’s staff share incentive scheme, 7,222,222 new GIT Soft shares were issued for cash of RM8,742,654. Accordingly, the Company’s interest in GIT Soft was reduced from 30% to 27% and resulted in a loss of RM2,308,763 for the year ended 30 June 2011. The purpose of the staff share incentive scheme is to align the performance and interest of key staff to GIT Soft’s future development and growth.

The impact of the deemed disposal is as disclosed in Note 14.

35. eventsoccurringafterthereportingperiod

On 28 March 2011, the Company entered into a definitive agreement with Lim Lai Mun to acquire the entire issued share capital of Isis International Pte. Ltd. (“Isis”) at a total cash consideration of S$18 million, of which 75% was paid on 1 July 2011 and the remaining balance of 25% to be paid after 24 months from the completion date.

The acquisition was completed on 1 July 2011 and Isis becomes a wholly-owned subsidiary of the Company.

Isis (incorporated in Singapore) and its wholly-owned subsidiaries, Isis Computer Systems Pte Ltd (incorporated in Singapore) and Isis Computers Sdn Bhd (incorporated in Malaysia), are principally engaged in the activities of sale of computer software and related technical support services.

Isis is an established digital economy enabler specialised in payments and integration technology platform represented by their flagship VCOS & EPOne Solutions.


36. comparatives

The following comparative figures have been reclassified to conform with current year’s presentation:

Aspreviously As stated re-classifications restated rm rm rm

Consolidated income statement:30 June 2010

Other income 3,365,967 (2,451,043) 914,924Administrative expenses (29,572,281) 2,451,043 (27,121,238)

37. Authorisationoffinancialstatementsforissues

The financial statements for the year ended 30 June 2011 were authorised for issue in accordance with a resolution of the directors on 21 September 2011.



AsAt19thsePtember2011

Issued and fully paid-up capital : RM151,271,159No. of shares issued : 2,147,543,108 sharesTreasury Shares : 45,558,000Class of Shares : Ordinary sharesVoting Rights : One vote per share

DistributionofshAreholDings

no.ofsizeofshareholdings shareholders % no.ofshares %

1 - 999 5 0.51 1,165 0.001,000 - 10,000 441 44.59 2,918,080 0.1410,001 - 1,000,000 513 51.87 45,371,839 2.161,000,001 AND ABOVE 30 3.03 2,053,694,024 97.70

TOTAL 989 100.00 2,101,985,108 100.00

twentylArgestshAreholDers

no. name no.ofshares %

1 INTELLIGENTSIA HOLDING LTD 1,218,086,346 57.952 HSBC (SINGAPORE) NOMINEES PTE LTD 417,703,80 19.873 CITIBANK NOMINEES SINGAPORE PTE LTD 117,185,902 5.584 CIMB SECURITIES (SINGAPORE) PTE LTD 93,750,000 4.465 SEE CHUANG THUAN OR LOI PEK KEAW 33,066,578 1.576 CHIN JIT PYNG 30,000,000 1.437 ROYAL BANK OF CANADA (ASIA) LTD 23,750,000 1.138 DBS NOMINEES PTE LTD 23,744,300 1.139 HL BANK NOMINEES (S) PTE LTD 16,778,000 0.8010 OCBC SECURITIES PRIVATE LTD 14,393,000 0.6811 RAFFLES NOMINEES (PTE) LTD 12,354,098 0.5912 KWONG YONG SIN 6,810,000 0.3213 KIM ENG SECURITIES PTE. LTD. 6,400,000 0.3014 PHILLIP SECURITIES PTE LTD 5,083,000 0.2415 MOHAMED AZMAN BIN YAHYA 4,800,000 0.2316 PUI CHENG WUI 3,782,000 0.1817 BNP PARIBAS NOMINEES SINGAPORE PTE LTD 3,383,000 0.1618 CITIBANK CONSUMER NOMINEES PTE LTD 3,197,000 0.1519 OH ENG CHONG 2,999,000 0.1420 DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 2,843,000 0.14

TOTAL 2,040,109,024 97.05

STATISTICS OF ShAREhOLDINgS


substAntiAlshAreholDers

Substantial Shareholders of the Company as at 19 September 2011 are as follows:

no.ofordinarysharesofusD0.02each Directinterest % indirectinterest %

INTELLIGENTSIA HOLDING LTD 1,570,236,346 74.70 - -GOH PENG OOI - - 1,570,236,346 74.70

Note:-

Intelligentsia Holding Ltd. is wholly-owned by Mr Goh Peng Ooi. As such, Mr Goh Peng Ooi is deemed to have an interest in the 1,570,236,346 shares held by Intelligentsia Holding Ltd.

freefloAt

As at 19 September 2011, approximately 22.82% of the issued ordinary shares of the Company was held in the hands of the public (on the basis of information available to the Company).

Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited.

stAtisticsofshAreholDings(cont’d)


NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of SILVERLAKE AXIS LTD will be held at Pan Pacific Singapore, 7 Raffles Boulevard, Marina Square, Singapore 039595 on 18 October 2011, Tuesday at 11.00 am for the following purposes:-

AsorDinArybusiness

1. To receive and adopt the Audited Financial Statements of the Company for the financial year ended 30 June 2011 together with the Directors’ Report and Auditors’ Report thereon.

2. To declare a final tax exempt 1-Tier dividend of Singapore cents 0.4 per share, for the financial year ended

30 June 2011 as recommended by the Directors. 3. To approve the payment of Directors’ Fees of S$460,000 (2011: S$460,000) for the financial year ending 30

June 2012, to be paid quarterly in arrears. 4. To re-elect Mr Goh Peng Ooi who is retiring under Bye-Law 86(1) of the Company’s Bye-Laws.

5. To re-elect Datuk Sulaiman Bin Daud who is retiring under Bye-Law 86(1) of the Company’s Bye-Laws. 6. To re-appoint Messrs Ernst & Young, as auditors of the Company and to authorise the Directors to fix their

remuneration. 7. To transact any other ordinary business which may be properly transacted at an Annual General Meeting. AssPeciAlbusiness

To consider and, if thought fit, to pass the following resolutions (with or without amendments) as Ordinary Resolutions: - 8. AutHOrItY tO DIrECtOrS tO ALLOt AND ISSuE SHArES

“That pursuant to Rule 806 of the Listing Manual (“Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-St”), the Directors be empowered to allot and issue shares and convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit,

PROVIDED ALWAYS THAT the aggregate number of shares and convertible securities to be issued pursuant to this resolution shall not exceed fifty percent (50%) of the total number of issued shares excluding treasury shares, of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing shareholders must be not more than twenty percent (20%) of the total number of issued shares excluding treasury shares, and that such authority shall continue in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting. For the purpose of Rule 806(2), the total number of issued shares excluding treasury shares is based on the Company’s total number of issued shares excluding treasury shares at the time of passing of this resolution approving the mandate after adjusting for: -

resolution 1

resolution 2

resolution 3

resolution 4

resolution 5

resolution 6

resolution 7

NOTICE OF ANNuAL gENERAL MEETINg


(a) new shares arising from the conversion or exercise of convertible securities;

(b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of the resolution approving the mandate, provided the options or awards were granted in compliance with Part VIII of Chapter 8; and

(c) any subsequent bonus issue, consolidation or subdivision of shares.”

[See Explanatory Note (i)]

9. SILVErLAKE AXIS EMPLOYEE SHArE OPtION SCHEME

“That authority be given to the Directors of the Company to offer and grant options from time to time in accordance with the provisions of the Silverlake Axis Employee Share Option Scheme (the “Scheme”) and to allot and issue from time to time such number of shares in the Company as may be required to be issued pursuant to the exercise of options under the Scheme, provided always that the aggregate number of shares to be issued pursuant to the Scheme and any other share-based schemes shall not exceed 5% of the total issued share capital of the Company (excluding treasury shares) from time to time.”

[See Explanatory Note (ii)]

10. SILVErLAKE AXIS LtD PErFOrMANCE SHArE PLAN “That authority be and is hereby given to the Directors of the Company to grant awards from time to

time in accordance with the provisions of the Silverlake Axis Ltd Performance Share Plan (the “PSP”), and to allot and issue from time to time such number of shares as may be required to be issued pursuant to the release of awards granted under the PSP, provided always that the aggregate number of shares to be issued pursuant to the PSP and any other share-based schemes shall not exceed 5% of the total issued share capital of the Company (excluding treasury shares) from time to time, as determined in accordance with the provisions of the PSP.”

[See Explanatory Note (iii)]

11. rENEWAL OF SHArE PurCHASE MANDAtE

“That:

(a) for the purposes of Sections 76C and 76E of Companies Act, Cap. 50 (“Act”), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company (“Shares”) not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the maximum Price (as hereafter defined), whether by way of:

(i) market purchases (each a “Market Purchase”) on the Singapore Exchange Securities Trading Limited (“SGX-St”); and/or

(ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Act,

resolution 8

resolution 9

resolution 10

noticeofAnnuAlgenerAlmeeting(cont’d)


and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of:

(i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; or

(ii) the date by which purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;

(c) In this Resolution:

“Prescribed Limit” means that number of issued Shares representing 10% of the issued Shares of the Company as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares); and

“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:

(i) in the case of a Market Purchase, 105% of the Average Closing Price; and

(ii) in the case of an Off-Market Purchase, 110% of the Average Closing Price,

where:

“Average Closing Price” means the average of the closing market prices of a Share over the last 5 market days on which Shares were transacted on the SGX-ST immediately preceding the date of making the Market Purchase by the Company or, as the case may be, the date of making the offer pursuant to the Off-Market Purchase, as deemed to be adjusted for any corporate action that occurs after the relevant 5 market day period;

“date of the making of the offer” means the day on which the Company makes an offer for the purchase of Shares from shareholders stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase, and

“market day” means a day on which the SGX-ST is open for trading in securities; and

(d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.”

[See Explanatory Note (iv)]



12. rENEWAL OF tHE GENErAL MANDAtE FOr INtErEStED PErSON trANSACtIONS

“THAT:

(i) approval be and is hereby given for the purposes of Chapter 9 of the Listing Manual of the SGX-ST for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the types of the interested person transactions, (“recurrent transactions”) set out in the Company’s Circular to Shareholders dated 2 October 2008 (“Circular”), with any party who is of the classes of Interested Person described in the Circular, provided that such interested transactions are carried out on normal commercial terms and in accordance with the review procedures for Recurrent Transactions as set out in the Circular (“General Mandate”);

(ii) the General Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company;

(iii) the Audit Committee of the Company be and is hereby authorised to take such action as it deems proper in respect of procedures and/or to modify or implement such procedures as may be necessary to take into consideration any amendment to Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST from time to time; and

(b) the Directors of the Company and each of them be hereby authorised to complete and do all such acts and things including executing all such documents as may be required as they or he may consider expedient or necessary or in the interest of the Company to give effect to the General Mandate and/or this Resolution.”

[See Explanatory Note (v)]

BY OrDEr OF tHE BOArD

tan Min-LiHoong Lai LingJoint Company SecretariesSingapore

Date: 3 October 2011

resolution 11




explanatorynotes:-

(i) Resolution 7 above, if passed, will empower the Directors of the Company to issue shares and convertible securities in the Company up to a maximum of fifty percent (50%) of the issued share capital of the Company (of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders shall not exceed twenty percent (20%) of the issued share capital of the Company) for such purposes as they consider would be in the interests of the Company. This authority will continue in force until the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting. Subject to the provisos in Ordinary Resolution 7, the Directors may issue shares notwithstanding that authority pursuant to Ordinary Resolution 7 has ceased to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by the Directors while the authority pursuant to this Resolution was in force and if such offer, agreement or option which would or might require shares to be issued after the expiration of the authority.

(ii) Resolution 8 proposed above, if passed, will empower the Directors of the Company, to grant options and to allot and issue shares upon the exercise of such options in accordance with the Scheme. The aggregate number of shares to be issued pursuant to the Scheme and any other share-based schemes shall not exceed 5% of the total issued share capital of the Company from time to time (excluding treasury shares) in accordance with the shareholders’ mandate granted for PSP at the special general meeting held on 28 October 2010.

(iii) Resolution 9 proposed above, if passed, will empower the Directors of the Company, to grant awards and to allot and issue shares in accordance with the PSP.

(iv) Resolution 10 proposed above, if passed, will be effective until the next Annual General Meeting, the Share Purchase Mandate for the Company to make purchases or acquisitions of its issued ordinary shares. The Company intends to use internal sources of funds, external borrowings, or a combination of internal resources and external borrowings, to finance purchases or acquisitions of its shares. Please refer to the Letter to Shareholders on (I) Proposed Renewal of Share Purchase Mandate and (II) Proposed Renewal of Interested Persons Transactions (“IPT”) General Mandate dated 3 October 2011.

(v) Please refer to the Letter to Shareholders on (I) Proposed Renewal of Share Purchase Mandate and (II) Proposed Renewal of Interested Persons Transactions (“IPT”) General Mandate dated 3 October 2011.

notes:-

(i) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than 2 proxies to attend and vote in his stead.

(ii) Where a shareholder appoints 2 proxies, the appointments shall be invalid unless the shareholder specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy in the proxy form.

(iii) A proxy need not be a shareholder.

(iv) The instrument appointing a proxy or proxies must be deposited at the office of the Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, Singapore Land Tower #32-01, Singapore 048623, not less than 48 hours before the time of the Annual General Meeting.

(v) The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. If the appointor is a corporation, the instrument appointing a proxy or proxies must be executed by the appointor under its common seal or under the hand of an officer, attorney or other person authorised to sign the same. The power of attorney or other authority (if any) or a duly certified copy thereof must be attached to the instrument of proxy.

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