Wintoni 2019 - Z Cover 1 · after running a similar programme for Perodua. Additionally, Mr. Cheah assisted the motor manufacturers to increase customer retention and at the same

CONTENTSCorporate Information

Corporate Structure

Directors’ Profile

Management Discussion and Analysis

Sustainability Statement

Corporate Governance Overview Statement

Statement On Risk Management And Internal Control

Audit and Risk Management Committee Report

Nomination and Remuneration Committee Report

Additional Compliance Information

Director’s Responsibility Statement

Analysis of Shareholding

Notice of Annual General Meeting

Financial Statements

- Audited Financial Report 2016




Proxy

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WINTONI GROUP BERHAD (Registration No: 200701008533 (766535-P)) | ANNUAL REPORT

2

CORPORATE INFORMATION

BOARD OF DIRECTORS

Dato’ Seri Mohd Shariff Bin Omar (Independent Non-Executive Chairman) (removed on 20 June 2017)

Dato’ Ng How Hon (Independent Non-Executive Director) (resigned on 29 December 2016)

Kamil Bin Abdul Rahman (Independent Non-Executive Director) (resigned on 27 February 2017)

Ahmad Amryn Bin Abd Malek (Executive Director) (removed on 20 June 2017)

Raja Kamarudin Bin Raja Adnan (Executive Director) (removed on 20 June 2017)

Mohd Nasir Bin Salleh (Independent Non-Executive Chairman) (appointed on 20 June 2017)

Cheah Kwong Lee (Executive Director) (appointed on 20 June 2017)

Wong Mei Tien (Independent Non-Executive Director) (appointed on 20 June 2017 and resigned on 27 May 2020)

Kamal Bin Abdul Aziz (Independent Non-Executive Director) (appointed on 11 September 2017)

Yeo Chen Ying (Executive Director) (appointed on 11 October 2019 as Independent Non-Executive Director and re-designated to Executive

Director on 15 October 2019)

Ah Kow @ Choo Ah Know (Independent Non-Executive Director) (appointed on 15 October 2019)

AUDIT AND RISK MANAGEMENT COMMITTEE*

Kamil Bin Abdul Rahman (Chairman) (resigned on 27 February 2017)

Dato’ Seri Mohd Shariff Bin Omar (Member) (removed on 20 June 2017)

Dato’ Ng How Hon (Member) (resigned on 29 December 2016)

Ah Kow @ Choo Ah Know (Chairman) (appointed on 15 October 2019)

Wong Mei Tien (Member) (appointed on 11 September 2017 as Chairman,

re-designated to Member on 15 October 2019 and resigned on 27 May 2020)

Mohd Nasir Bin Salleh (Member) (appointed on 11 September 2017)

Kamal Bin Abdul Aziz (Member) (appointed on 11 September 2017)

NOMINATION COMMITTEE

Dato’ Seri Mohd Shariff Bin Omar (Chairman) (removed on 20 June 2017)

Dato’ Ng How Hon (Member) (resigned on 29 December 2016)

Kamil Bin Abdul Rahman (Member) (resigned on 27 February 2017)

Kamal Bin Abdul Aziz (Chairman) (appointed on 11 September 2017)


Wong Mei Tien (Member) (appointed on 11 September 2017 and

resigned on 27 May 2020)

REMUNERATION COMMITTEE

Dato’ Ng How Hon (Chairman) (resigned on 29 December 2016)

Kamil Bin Abdul Rahman (Member) (resigned on 27 February 2017)

Dato’ Seri Mohd Shariff Bin Omar (Member) (removed on 20 June 2017)

NOMINATION AND REMUNERATION COMMITTEE**

Kamal Bin Abdul Aziz (Chairman) (appointed on 11 September 2017)


Wong Mei Tien (Member) (appointed on 11 September 2017 and

resigned on 27 May 2020)

Ah Kow @ Choo Ah Know (Member) (appointed on 15 October 2019)

AUDITORS

MESSRS CAS MALAYSIA PLT (LLP0009918-LCA & AF 1476)

Chartered Accountants

B-5-1, IOI Boulevard

Jalan Kenari 5

Bandar Puchong Jaya

47170 Puchong, Selangor

Tel: (603) 8075 2300/80/81

Fax: (603) 8600 5463

COMPANY SECRETARIES

Tan Tong Lang (MAICSA 7045482) (resigned on 19 June 2017)

Thien Lee Mee (LS 0009760) (resigned on 19 June 2017)

Wong Youn Kim (MAICSA 7018778) (appointed on 20 June 2017)

PRINCIPAL BANKERS

Malayan Banking Berhad

Hong Leong Bank Berhad

SHARE REGISTRAR

MEGA CORPORATE SERVICES SDN BHD

Level 15-2, Bangunan Faber Imperial Court

Jalan Sultan Ismail

50250 Kuala Lumpur

Tel : (603) 2692 4271

Fax : (603) 2732 5388/5399

SPONSOR

TA SECURITIES HOLDINGS BERHAD

32nd Floor, Menara TA One

No. 22 Jalan P. Ramlee

50250 Kuala Lumpur

Tel : (603) 2072 1277

Fax : (603) 2026 0127

REGISTERED OFFICE

c/o HMC CORPORATE SERVICES SDN BHD

Level 2, Tower 1, Avenue 5

Bangsar South City

59200 Kuala Lumpur

Tel : (603) 2241 5800

Fax : (603) 2282 5022

CORPORATE OFFICE

No. A-32-3A, Level 32

Menara UOA Bangsar

No. 5, Jalan Bangsar Utama 1

59000 Kuala Lumpur

Tel : (603) 2201 9968

Fax : (603) 2282 5022

STOCK EXCHANGE LISTING

ACE Market of Bursa Malaysia Securities Berhad

Stock Name: WINTONI

Stock Code: 0141

* The Audit Committee was renamed as “Audit and Risk Management Committee” on 15 October 2019.

** The Nomination Committee and Remuneration Committee were combined into one Committee and known as “Nomination and

Remuneration Committee” on 15 October 2019.


3

CORPORATE STRUCTURE(AS AT 31 MAY 2020)

WINTONI GROUP BERHAD

Investment holding

TEAMPIXEL SDN. BHD.Provision of wholesale products on B2B platform

and provision of consultancy services100%


4

DIRECTORS’ PROFILE

Name : Mohd Nasir Bin Salleh

Age : 65

Gender : Male

Nationality : Malaysian

Executive/Non : Independent Non-Executive Chairman

Executive/Independent

Date of appointment : 20 June 2017

Qualification : He graduated with a Diploma in Investigative Science from University of Malaya. He

then obtained a Bachelor’s Degree in Forensic Science, Investigation Technics and

Legislation from University of Malaya.

Working experience & : Encik Mohd Nasir Bin Salleh (“En. Nasir”) was employed by the Royal Malaysian Police

Occupation Department throughout his career. In 1980, he kick-started his career as an Inspector

of Police in the Criminal Investigation Department of the Ipoh and Sungai Siput Royal

Malaysian Police Department, until 1996.

From 1996 to the year 2002, En. Nasir was then promoted to a Deputy Superintendent

of Police, where he served in the Criminal Investigation Department of the Ampang

Royal Malaysian Police Department in Selangor.

He was then transferred to helm the position of a Deputy Superintendent of Police in

the Administration and Management Department of the Kota Bahru Royal Malaysian

Police Department from the year 2003 to 2005. Between 2005 and 2007, En. Nasir

was once again transferred to the Hilir Perak Royal Malaysian Police Department as a

Deputy Superintendent of Police in the Criminal Investigation Department.

In the year 2007, En. Nasir received a promotion as an Assistant Commissioner of

Police, where he served in the Criminal Investigation Department of Police in the

Penang Royal Malaysian Police Department up to the year 2014.

After receiving his promotion to be a Senior Assistant Commissioner of Police in 2014,

he served in the Criminal Investigation Department of the Penang Royal Malaysian

Police Department up to 2015, before he retired.

Board Committee belongs : En. Nasir is a member of both the Audit and Risk Management Committee and the

Nomination and Remuneration Committee.

Other directorship in public : Nil

companies and listed

corporations

Family relationship with : Nil

director/major shareholder

Conflict of interest : Nil

List of convictions for : Nil

offences within the past

5 years if any

Number of Board

meetings attended : 1/2


5

Directors’ Profile (cont’d)

Name : Cheah Kwong LeeAge : 68Gender : MaleNationality : Malaysian

Executive/Non : Executive DirectorExecutive/Independent

Date of appointment : 20 June 2017

Qualification : Mr. Cheah Kwong Lee (“Mr. Cheah”) is professionally qualified as an Affiliate of the Australian Insurance Institute. Apart from that he attended multiple trainings in the Institute of Administration, University of New South Wales, Swiss Insurance Institute and Copenhagen Reinsurance Company to enhance his skills in the insurance industry.

Working experience & : Mr. Cheah held the position of a Technical Advisor from 1989 to 1994 in PT Assurance Occupation AIU Indonesia, part of AIG Group where he assisted the country manager in all

operational aspects and deputised for him whilst he was away. Mr. Cheah was also responsible for not only developing the business locally, but also successfully managed and developed major international accounts.

He then joined Arab Malaysia Assurance Bhd as General Manager in 1994. During his tenure as the General Manager, he managed the general division held by the Chairman, Datuk Azlan, where he was tasked to revamp the operational systems and clean up the relevant treaties.

In the year 1995, Mr. Cheah took up an offer from PanGlobal Insurance Bhd, helming the position of a CEO/Director. He was responsible for turning around the company with a staff force of 350 people, and revamping the direction of the Company to be less motor dependent by increasing revenue and underwriting profit in other areas.

Mr. Cheah went on to embark on new career with E-Warranty Sdn Bhd in the year 2000, where he held the position of a Managing Director. He introduced the Motor Extended Warranty Program in Malaysia for new National cars. He was appointed as a consultant to manage the extended warranty programme for Proton Edger Sdn Bhd after running a similar programme for Perodua. Additionally, Mr. Cheah assisted the motor manufacturers to increase customer retention and at the same time increased their spare parts turnover by 30% on this said programme.

In the year 2008, Mr. Cheah became a Senior Underwriting Manager with BestRe(L) Limited, a top rated international reinsurance company where he was responsible for developing a portfolio for Asian clients, with a specified focus on China, Indonesia, Malaysia, Korea and Thailand. During his five (5) years’ tenure with BestRe(L) Limited, Mr. Cheah successfully achieved a profitability of USD 20 Million.

From the year 2015 to date, Mr. Cheah is a Technical Advisor (Warranty) with Huntington Underwriting Limited (L), an independent international reinsurance underwriting management company, where he provides advisory services on programmes and system for Warranty businesses.

Board Committee belongs : Nil

Other directorship in public : Nilcompanies and listed corporations

Family relationship with : Nildirector/major shareholder


List of convictions for : Niloffences within the past 5 years if any

Number of Board : 2/2meetings attended


6


Name : Kamal Bin Abdul Aziz

Age : 50

Gender : Male


Executive/Non

Executive/Independent : Independent Non-Executive Director

Date of appointment : 11 September 2017

Qualification : En. Kamal Bin Abdul Aziz (“En. Kamal”) obtained a Diploma & Associateship from

Malaysia Insurance Institute in the year 1998-1999. He then pursued a Degree in Golf

Management from New Zealand Technology Institute.

Working experience & : En. Kamal began his career in the insurance industry serving in the Business

Occupation Development Department of AMI Insurance Bhd. from 1994 to 1998.

He then headed the Global Division of Allianz (Malaysia) Bhd as a Senior Manager

from 1999 to2002

From 2003 to 2017, En. Kamal was a Managing Partner in Synergy Risk Consultant

Sdn Bhd, an Asset and Investment Fund Agency.

Board Committee belongs : He is a member of the Audit and Risk Management Committee and is the Chairman

of the Nomination and Remuneration Committee



corporations




List of convictions for


5 years if any : Nil

Number of Board

meetings attended : 1/2


7


Name : Yeo Chen Ying

Age : 40

Gender : Male


Executive/Non

Executive/Independent : Executive Director

Date of appointment : 15 October 2019

Qualification : Mr. Yeo Chen Ying (“Mr. Yeo”) possesses a Bachelor’s Degree in Information

Technology (Hons.) with a major in Software Engineering from Multimedia University,

Malaysia. He then obtained a Professional ScrumMaster (PSM I) from Scrum.org, a

professional scrum training course.

Working experience & : From 2016 to 2018, Mr. Yeo was a Team Lead at Warner Chappell Music division

Occupation of Warner Music Group, an American multinational entertainment and record label

conglomerate headquartered in New York City. He was responsible for establishing a

global IT Hub at Malaysia.

He has over 13 years of experience in Software Development Industry. Mr. Yeo

has been instrumental in the planning, analysis, design, development, testing,

implementation and maintenance of several software projects for various industries

including Government, telecommunication, banking, financial, security and music

sectors.

Prior to joining Wintoni Group Berhad as a Director, he was providing advisory and

consultancy services in e-commerce sectors. He also sits on the Board of Directors

of a number of private limited companies in the e-commerce sector.

Board Committee belongs : Nil



corporations






5 years if any

Number of Board : 2/2

meetings attended


8


Name : Ah Kow @ Choo Ah Kow

Age : 70

Gender : Male


Executive/Non : Independent Non-Executive Director

Executive/Independent

Date of appointment : 15 October 2019

Qualification : Mr Ah Kow @ Choo Ah Kow (“Mr. Ah Kow”) possesses an array of qualifications

beginning with a Diploma in Commerce obtained from Tunku Abdul Rahman College.

He then pursued a professional qualification from the Chartered Tax Institute of

Malaysia and became a Fellow Member of the Chartered Tax Institute of Malaysia

(CTIM).

Thereafter, Mr. Ah Kow obtained a further professional qualification from the

Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) where

he is recognised as an Associate Member of the Malaysian Institute of Chartered

Secretaries and Administrators (MAICSA).

Working experience & : Mr. Ah Kow is a licensed tax agent with the Inland Revenue Board and

Royal Malaysian Customs Department. He is also a member of the Financial

Planning Association Malaysia (FPAM) and a Certified Financial Planner (CFP).

Prior to joining Wintoni Group Berhad as an independent non-executive director, he

was providing tax advisory and consultancy services in various sectors. He has 17

years of tax experience as a senior officer at Lembaga Hasil Dalam Negeri (LHDN).

He sits on the board of directors of a private limited company in the accounting sector.

Currently, he is the Melaka Branch Chairman for Chartered Tax Institute Malaysia.

Board Committee belongs : He is the Chairman of the Audit and Risk Management Committee, and a member of

the Nomination and Remuneration Committee.



corporations






5 years if any

Number of Board : 1/1

meetings attended


9

Dear Valued Shareholders,

On behalf of the Board of Directors (“Board”) of Wintoni Group Berhad (“Wintoni” or “Company”),

it gives me great pleasure to present the Audited Financial Statements of our Company and our

subsidiaries (collectively, the “Group”) for the 4 financial years ended 31 December (“FYEs”) 2016

to 2019 together with the Management Discussion and Analysis (“MD&A”).

The following MD&A of the operating performance and financial condition of our Group for the past 4 FYEs up to 31

December 2019 should be read in conjunction with the Audited Financial Statements for the 4 FYE 2016 to FYE 2019

and related notes thereto.

Our Company was finally granted the Kuala Lumpur High Court Order on 17 September 2019 to set aside the winding

up order dated 17 August 2017 made against our Company whereby the liquidator of our Company (“Liquidator”)

ceased to hold office effectively from 1 October 2019. Upon the termination of the Liquidator, our Company acquired

the entire equity interest of Teampixel Sdn. Bhd (“TPSB”) in October 2019 to carry out an online chemical procurement

business platform under B2B segment with the application of the big data-based artificial intelligence as well as

consultancy services. TPSB’s e-commerce platform is now under beta testing to develop online merchandise trade

through the use of social media and online procurement platform.

Our Group took cognizance that it requires to venture into a business which is recession proof and supported by

business ecosystem that could leverage on B2B e-commerce platform to improve our business in the future. To

ensure continuity and sustainability of the chemical procurement business from the inception, our Group has entered

into business arrangements to work with our initial supplier and customer, respectively during the last quarter of the

FYE 2019.

OVERVIEW OF BUSINESS AND OPERATIONS

In view of the past litigation and liquidation issues, our Group is facing challenges of protecting our shareholders’

value due to our Guidance Note 3 (“GN3”) status. Fortunately, our Group was able to file an appeal against the de-

listing of the securities of our Company on Bursa Securities which was approved by Bursa Securities on 2 January

2020 whereby our Company was granted an extension of time to submit a proposed regularisation plan to Bursa

Securities until 2 July 2020.

Year 2019 was certainly a volatile year, with international political and economic headwinds, increased competition,

supply chain and sourcing material price fluctuations, and the rising of the USD currency. Nonetheless, our

management will continuously take measures to grow TPSB’s business as year 2019 was a year of positives that led

us to achieve our goals of resuscitating our business. In spite of all the challenges, our Group has started generating

revenue subsequent to the upliftment of the liquidation of our Company.

Our management will attempt to bring onboard new businesses or entering into any arrangement with other parties

to turnaround our Group. Our Group is currently in the midst of evaluating various viable options to regularise our

business and financial conditions in order to safeguard our shareholders’ value.

Subsequent to FYE 2019, our Group has disposed off all our subsidiary companies which have ceased business in

the past namely Wintoni Engineering Sdn Bhd, Planet Wireless Holdings Limited and its subsidiary, Planet Wireless

Sdn Bhd as well as Syscomp Technology Sdn Bhd in February 2020, to reduce the compliance costs in maintaining

such subsidiaries.

Our Group is confident that our B2B e-commerce which was developed on SAAS (software as a service) systems will

be rolled out officially in the future for sourcing of industrial chemical materials (and potentially construction materials

in the future). Our Board believes that such expertise will continue to be vital in establishing our reputation as a

service provider and trader by leveraging on information technology.

MANAGEMENT DISCUSSION AND ANALYSIS


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CORPORATE OBJECTIVES AND STRATEGIES FOR 2020

Our Board views that in year 2020, our Company will continue to expand our e-commerce sales of industrial chemical

materials. We intend to secure more suppliers and customers, so as to diversify our current risk of merely having only

a single supplier. TPSB is taking relevant steps to secure more suppliers in order to sustain and ensure the value of the

supply would be sufficient to meet the customers’ requirement and demand. Moreover, more suppliers will reduce over-

dependent on a single supplier, hence TPSB will also have more bargaining power.

We are making efforts to improve our corporate governance and compliance to mitigate various risks which are facing by

our Group. Our Board will review all potential risks area and ensure that our Company can be uplifted not only from our

trading suspension status from Bursa Securities, but also no longer classified as GN3 status company. Our Board wishes

to resolve all the risks area as soon as possible and allow our Group to remain focus on the business growth.

FINANCIAL PERFORMANCE

Our Group did not perform well from FYE 2016 to FYE 2019, as it was under liquidation status most of the time from

August 2017 until September 2019. Upon termination of the liquidation status by end of September 2019, our Group has

commenced our business operations via TPSB in November 2019.

Our Group has started generating revenue of approximately RM1.92 million in FYE 2019 via our chemical procurement

business platform as well as provision of consultancy services with a loss after taxation of RM0.41 million.

For future business expansion of our B2B online chemical procurement business platform, apart from local market, the

sale of the products will cover Indonesia, Thailand and China (“Territory”). Our Group believes that the business expansion

to the Territory will drive the growth of our business in future.

For the FYE 2018, our Group did not generate any revenue as we had ceased our business in October 2017. For the

FYEs 2017 and 2016, our Group recorded revenue of RM213,109 and RM241,436 respectively which were contributed

solely by Syscomp Technology Sdn Bhd, a company which was engaged in trading and consulting services of computer

software and hardware.

ANTICIPATED UNKNOWN OR KNOWN RISKS

There are some risks relating to our business and operations, which are stated below:

I. We face competition from both new and existing industry players.

II. The lack of long-term contracts and fixed recurring orders may result in the fluctuation of our Group’s revenue.

III. Our business is exposed to sudden and unexpected demand trends.

IV. Power failure, flood or fire and burglary, which may lead to interruptions in our business operations.

V. We are subject to operating cash flow and liquidity risks.

VI. We are subject to the risk of termination, renewal and exclusivity of authorised distributorships.

VII. We are subject to risk of foreign exchange fluctuation and changes in foreign exchange administrative rules.

VIII. We are dependent on funding from potential investors as well as the support of our key senior management and executive

directors of our subsidiary for continued success and the loss of their continued services may affect our businesses.

IX. Our insurance coverage may not be adequate to cover all losses or liabilities that may arise in connection with our

operations.

X. Our expansion will result in higher operating costs as well as depreciation charges, and we cannot guarantee that

our business will grow as planned.

XI. Our financial performance may be affected by adverse changes in political, social or economy conditions.

Certain statements above are based on historical data which may not be reflective of future results and others are

forward-looking in nature that are based on assumptions and subject to uncertainties and contingencies which may or

may not be achievable.

Such forward-looking statements also involve known and unknown risks, uncertainties and other factors which may

cause our actual results, performance and achievements, or industry results differ from our plans. However, it is not an

exhaustive list of challenges we are currently facing or that may develop in the future. Additional risks whether known or

unknown, may in the future have a material adverse effect on us and/or our financial performance.

Management Discussion and Analysis (cont’d)


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DECLARATION OF DIVIDENDS

With the current financial position and further unknown challenges ahead, no dividend is to be declared, until our

management is certain that our Group has solid financial resources for such a payout in the future.

APPRECIATION

At Wintoni, we would like to extend our heartfelt gratitude to all our stakeholders who have supported us through the

years. These include our valued customers, business associates, vendors, relevant authorities, bankers, financiers and

investors. We look forward to your continued support in the coming years ahead.

A CAUTIOUSLY OPTIMISTIC FUTURE

While consensus indicates a reduction in Malaysia’s gross domestic product (“GDP”) and/or the global average GDP in

2020, and uncertainties still remain both locally and globally with unprecedented events such as the US-China trade war,

followed by Covid-19 pandemic, we at Wintoni remain optimistic in our performance for the upcoming financial years. We

remain committed to our business model of being user-friendly which allow seller to post, track, and secure electronic

orders and deliveries, our Group continues to explore product innovations to tap into new market trends and maintain

affordability, so as to increase the local and overseas market demand.

Barring any unforeseen circumstances, our business should continue to grow due to the fact that plastic resin, a type of

industrial chemical materials, which is strategic supplies to Covid-19 related medical supplies and personal protective

equipment (PPE) is also an important component in most gloves making, logistics, food and other industries such as

plastic pallets, packaging and other medical products.

We do not expect any significant change in our principal geographical areas of distribution, and services, but it will not

restrict our efforts to explore more customers and new markets. Our Group is also actively enhancing our internet platform

in order to secure more new suppliers and customers and expansion of our geographical presence to international

markets. Our Group will continue to expand from our e-commerce business to include B2C and the wholesale segment

in future.

Our management expects year 2020 to remain challenging, yet confident with the business opportunities identified and

will act cautiously to ensure continued business growth.

Cheah Kwong Lee

Executive Director

Management Discussion and Analysis (cont’d)


12

ABOUT THIS STATEMENT

The Group is proud to present our inaugural sustainability statement that shows how the Group manage sustainability

risk related to our business operation. Understanding our sustainability risks and opportunities helps us to operate in a

responsible and sustainable manner.

STAKEHOLDER ENGAGEMENT TABLE

As part of our commitment to build a sustainable business, we strive to build good relationships with our stakeholders as

they offer valuable insights into the business, allowing us to identify areas and opportunities for improvement. Therefore,

it is important for us to engage them on a regular basis in order to gather their feedback and address any concerns they

may have.

We have identified our key stakeholder groups and seek to engage them through various methods and channels, which

are summarised in the table below:

Stakeholder Interest/Expectation Engagement methods (Frequency)

Shareholders and

Investor

• Group financial performance

• Financial return

• Global business strategy

• Sustainable and stable

distribution

- Annual general meetings (Annually)

- Annual reports (Annually)

- Quarterly interim financials (Quarterly)

- Announcements via Bursa LINK

- Wintoni’s website

Suppliers • Transparent procurement

practices

• Payment schedule

• Pricing of services

• Timely delivery of materials/

products

- Evaluation and performance (Annual supplier

review)

- Contract negotiation (Ad hoc, when applicable)

- Vendor registration (Ad hoc, upon vendors’

appointment)

- Timely delivery (Per delivery basis)

- Payment to supplier (Per delivery and on agreed

terms)

Consumers • Efficient complaints resolution

• Customer-Company

relationship management

• Safety and security

• Timely product delivery

- Regular client meetings through sales team

(regularly visit)

- Feedback channel through sales team (Face-to-

face meeting and feedback via survey)

- Community and networking events (Annually,

attend annual dinners to build rapport)

- Direct access of the logistic team to our

customers during the delivery process to ensure

prompt delivery (daily, update of delivery details

for outstation customers to sales personnel)

Employees • Work-life balance

• Career development

- Training (on going)

- Appraisal (Annually)

- Annual dinner (Annually)

- Safety Training (Annually, Ad hoc when required)

Regulatory

and Statutory

Agencies

• Compliance with relevant

rules and regulations

- Inspection by local authority (Annually)

- Annual report (Annually)

- General meeting between management and

regulators (Ad hoc when required)

- Direct meetings (Ad Hoc)

Local

Communities

• Social issues

• Impact of business operations

- Community engagement (Annually)

- Corporate Social Responsibility programmes

(Annually)

SUSTAINABILITY STATEMENT


13

Sustainability Statement (cont’d)

MATERIALITY ASSESSMENT

Materiality assessment helps us identify and prioritise our material sustainability matters that bring impact to our business

operations and stakeholders. It is important for the Group to address the material sustainability matters with regards to

the economic, environment and social aspect that are embedded in our value chain creation.

The Group has identified significant sustainability material matter based on our understanding of the Group’s stakeholders’

concerns as well as factors that impact the Group’s business operation.

Sustainability Governance - Board engagement on strategy, internal control to enhance the sustainability

initiative

Wintoni views sustainable governance as an important commitment in navigating the Group towards achieving the

corporate objectives and long-term growth. The Group has established a clear sustainability governance model to ensure

due compliance and responsibilities are discharged orderly as follows:

BOARD OF DIRECTORS

INDEPENDENT NON-

EXECUTIVE CHAIRMAN

EXECUTIVE DIRECTORSBOARD COMMITTEES

• Audit and Risk

Management Committee

• Nomination and

Remuneration Committee

The systematic and comprehensive governance structure will ensure successful attainment of all our sustainability targets

and goals.

Wintoni, with the governance of risk management and strategies coupled with the disclosure of information concerning

sustainability, risk to public, improving the transparency of its management, and reducing risks through pre-emptive

measures, the Company gives our customers and other stakeholder as well as communities and the public as a whole

provides greater confidence in the Company.

Marketplace - Implementing sustainability through product innovation and development

Wintoni’s current business model through TPSB with its B2B software platform will be enhanced by the further

implementation of its B2C software platform in the future.

This will see continued growth not only in the local markets but also providing opportunities to tap global markets as well

via e- commerce.


14

Employment - Creating a friendly and supportive working environment.

Employment

At Wintoni, we are committed to providing our employees with a working environment free from unlawful discrimination,

irrespective of race, colour, sex/gender, religion, national origin, age, disability, genetic information, marital status, or

any other classification protected by law. We seek to support women, ethnic minorities, veterans and individuals with

disabilities and strive to empower all our employees to reach their full potential.

Diversity and Equal Opportunity

We strive to create a culture that promotes diversity and equality in the workplace. Having a diverse and inclusive workforce

allows us to attract the best of the talent pool and, in turn, helps us improve our bottom line. Improving diversity and

equality is also crucial to the achievement of social and economic development goals.

We target to employ our employees based on skills and experience through fair selection processes and review their

performance each year in a fair and transparent manner.

Training and Development

At Wintoni, we plan to provide various learning opportunities throughout employees’ careers to ensure that they develop

the skills needed to perform their responsibilities. We believe that our people play an important role in ensuring that we

achieve operational and safety excellence. Therefore, we continue to invest in our human capital and support employee

development to meet changing business needs.

Our employees will receive training both internal and external programmes which including mandatory and voluntary

basis so that they are equipped with relevant skills to perform their jobs. They are also encouraged to obtain certifications

that allow them to perform specific tasks.

Environment - Improving our environment by utilising greener alternatives.

Energy Efficiency and carbon dioxide (CO2) Emission

At Wintoni, there is no significant CO2 generated. However, electricity account form a large proportion of our total energy

consumption, resulting in the production of greenhouse gas (GHG) emission such as CO2 which can have a detrimental

impact on the environment. As such, we would still like to seek for possibility to reduce our energy consumption and

carbon footprint.

Water

High level of water use put significant strains on water resources and result in wastewater pollution that could lead to

the degradation of water quality. Poor water quality and water stress can compromise important ecosystem services and

affect the quality of the life of local communities.

At Wintoni, there is no significate of water usage. We are committed to reducing our total water consumption by promoting

water saving.



15

Community - Contributing to local community development

COMMUNITY ENGAGEMENT

We recognise that our business going concern is due to strong community engagement and support. Therefore, we are

pleased to return and giving back to the society and community via various programmes and channel such as community

meeting, roadshow, volunteering donation or sponsorship to keep our negative impacts to a minimum and to improve our

positive impacts on local communities.

This year, Wintoni did not contribute to any community engagements. However, the Board is planning to contribute in the

coming years.

We seek to build good relationships with the community and the public by sharing our experiences at industry events and

forums. We also aim to help increase the pool of talent in the industry by sharing our expertise.

LOOKING FORWARD

We are committed to doing business in an ethical and transparent manner as a public listed company. We have a zero-

tolerance policy towards fraud, bribery, corruption, money laundering and the financing of terrorism. We will endeavour

to conduct our business and affairs with the highest integrity and transparency by implementing the following policies:

Whistle Blowing Policy

Code of Ethics and Conduct

Anti-Bribery and Corruption Policy

Wintoni will strive to continuously update and improve our sustainability initiative in order to accomplish our goal of

becoming a sustainable industry leader.

This statement on Sustainability has been approved by the Board of Wintoni on 4 June 2020.



16

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board is committed to uphold the high standards of corporate governance throughout its Group with the ultimate

objective of realising long-term shareholder value while taking into account the interest of other stakeholders. This corporate

governance overview statement sets out the extent to which the Company has applied the practices encapsulated in the

Principles of the Malaysian Code on Corporate Governance (“MCCG”) except where stated otherwise.

Details of the Group’s application of each practices set out in the MCCG are disclosed in the Corporate Governance

Report, which is available on the Group’s website at : https://wintonigroup.com/corporate-governance-report/.

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

I. Board Responsibilities

The Board is responsible for the oversight and overall management of the Company and has developed corporate

objectives and position descriptions including the limits to management’s responsibilities, which the management

are aware and are responsible for meeting.

The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy

and direction, investment policy, major capital expenditures, consideration of significant financial matters and review

of the financial and operating performance of the Group.

The Board understands the principal risks of all aspects of the business that the Group is engaged in recognising

that business decisions require the incurrence of risk. To achieve a proper balance between risks incurred and

potential returns to shareholders, the Board ensures that there are in place systems that effectively monitor and

manage these risks with a view to the long term viability of the Group.

The principal roles and responsibilities assumed by the Board are as follows:

a. Reviewing and adopting a strategic plan and direction for the Company;

b. Reviewing and providing guidance on the Company’s and the Group’s annual budgets, development of risk

policies, major capital expenditures, acquisitions and disposals;

c. Monitoring corporate performance and the conduct of the Group’s business and to ensure compliance with

best practices and principles of corporate governance;

d. Identifying and implementing appropriate systems to manage principal risks. The Board undertakes this

responsibility through the Audit and Risk Management Committee;

e. Reviewing and ensuring the adequacy and soundness of the Group’s financial system, internal control systems

and management information system and that they are in compliance with the applicable standards, laws and

regulations;

f. Ensuring a transparent Board nomination and remuneration process including management, ensuring the

skills and experiences of the Directors are adequate for discharging their responsibilities whilst the calibre of

the Independent Non-Executive Directors bring independent judgment in the decision making process;

g. Ensuring a proper succession plan is in place;

h. Monitoring major litigation;

i. Approving all financial reports to be published and related stock exchange announcements;

j. Monitoring other material reporting and external communications by the Group;

k. Approving the dividend policy and payment of dividends;

l. Appointing external auditors (subject to shareholders’ approval); and

m. Considering and reviewing the social, ethical and environmental impact of the Group’s activities and

determining, monitoring and reviewing standards and policies to guide the Group in this regard.

The Independent Non-Executive Directors of the Company play a key role in providing unbiased and independent

views, advices and contribute their knowledge and experiences towards the formulation of policies and in the

decision-making process. The Board structure ensures that no individual or group of individuals dominates the

Board’s decision-making process. Although all the Directors have equal responsibility towards the Company and its

Group’s operations, the role of the Independent Directors are particularly important in ensuring that the strategies

proposed by the Executive Directors are deliberated on, having taken into account the interest, not only of the

Company, but also that of the shareholders, employees, customers, suppliers and the community as whole.


17

Corporate Governance Overview Statement (cont’d)

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

I. Board Responsibilities (cont’d)

The Board had appropriately delegated specific tasks to two (2) Board Committees; namely the Audit and Risk

Management Committee, and the Nomination and Remuneration Committee. Both the Board Committees have

their respective terms of reference and has the authority to act on behalf of the Board within the authority as laid out

in the terms of reference and shall report to the Board with the necessary recommendations.

The Board is led by the Independent Non-Executive Chairman who is capable to lead the Board based on his

leadership and at the same time guided by the independent advice and views from the Independent Directors,

who offer the necessary check and balance in the decision making process of the Board. The Chairman plays

an instrumental role in providing leadership to the Board for all aspects of the Board’s roles and responsibilities,

ensuring that operations conform to the Board’s strategic directions, Company’s vision and corporate policies.

To ensure there exist a balance of power and authority, accountability and independent decision making, the roles

of the Chairman and the Executive Directors are distinct and separated.

The Company has formalised and adopted a Board Charter which sets out a list of specific roles and functions,

applicable to the Board and whilst containing other matters that are significant for maintaining high standards

of corporate governance. The Board Charter is accessible through the Company’s website https://wintonigroup.

com/board-charter/ and will be reviewed annually to ensure it remains consistent with the Board’s objectives,

responsibilities and practices.

The Board has formalised a Whistle-blowing Policy, with the aim to provide an avenue for raising concerns related

to possible breach of business conduct, non-compliance of laws and regulatory requirements as well as other

malpractices. The details of the Whistle-blowing Policy are available for reference at the Company’s website at

https://wintonigroup.com/whistle-blowing-policy/.

The Board is supported by qualified and competent Company Secretary whom is responsible for ensuring that the

Company’s constitution, procedures, policies, and regulations are complied with while ensuring that all obligations

required by the regulatory and under the Listing Requirements are fulfilled in a timely manner. The Board is regularly

updated and advised by the Company Secretary on any new statutory and regulatory requirements in relation to

their duties and responsibilities. The Board recognises that the Company Secretary is suitably qualified and capable

of carrying out the duties required. The Board is satisfied with the service and support rendered by the Company

Secretary in discharging her functions.

Board Meetings are scheduled for every quarter with additional meetings to be convened as and when required.

During the financial year under review, the Board met a total of two (2) times upon the upliftment of the Company’s

liquidation status on 1 October 2019. The attendance of the Directors who held office during the financial year is set

out below:

Names of Directors Attendance Percentage of

at meeting Attendance

Executive Directors

Cheah Kwong Lee 2/2 100%

Yeo Chen Ying 2/2 100%

Non-Executive Directors

Mohd Nasir Bin Salleh 1/2 50%

Wong Mei Tien 2/2 100%

Kamal Bin Abdul Aziz 1/2 50%

Ah Kow @ Choo Ah Kow 1/1 100%

The Board is satisfied with the level of time commitment given by the Directors of the Company towards fulfilling

their duties and responsibilities. This is evidenced by the attendance record of the Directors as set out herein above.


18



I. Board Responsibilities (cont’d)

Although the Board does not have a policy requiring each Director to attend a specific number and types of training

sessions each year, to keep abreast of industry developments and trends, the Directors are encouraged to attend

various external professional programmes deemed necessary to ensure that they are kept abreast on various issues

facing the changing business environment within which the Company and Group operates, in order to fulfil their

duties as Directors. Any Director appointed to the Board is required to complete the Mandatory Accreditation

Programme (MAP) within four (4) months from the date of appointment.

All the Directors attended a briefing conducted by the Company Secretary on 22 January 2020 with a focus on the

changes brought about by the Companies Act, 2016 and the revisions made to the Malaysian Code of Corporate

Governance 2012. Subsequently, the Directors also received briefings from the External Auditors to ensure the

Directors are fully aware of their roles and responsibilities arising from the applicable accounting standards in

Malaysia.

II. Board Composition

The Board currently consists of five (5) members, comprising the Independent Non-Executive Chairman, two

(2) Executive Directors, and two (2) Independent Non-Executive Directors. Based on the annual review of the

composition of the Board carried out by the Nomination and Remuneration Committee, the Board is satisfied that

its current size and composition reflects an appropriate balance of Executive and Non-Executive Directors which is

adequate for the scope and nature of the Group’s business and operations.

The Board reviews and assesses the independence of Directors annually based on the criteria set by the Nomination

and Remuneration Committee. One of the assessment criteria is the ability of the individual Director to exercise

objectivity in the discharge of his responsibilities in the interest of the Company. During the financial year, a self-

declaration was conducted at each Board meeting where all Directors declared the nature of their interest in the

Company, whether direct or indirect, or any circumstance which may potentially affect their independence. The

Board had also carried out independence assessment of its Non-Executive Directors in terms of their relationship

and dealings with the Company and the Board is of the view that all the Non-Executive Directors remain independent.

The Board is of the view that throughout their tenure, the Independent Directors had demonstrated independence

in character and judgement and had always looked out for the best interest of the Company without fear or favour.

The Independent Directors had provided independent view based on their experience and knowledge that allow

for diverse and objectives perspectives on the Group’s business and direction. The Board believes that the length

of service on the Board did not impair the objectivity of these Independent Directors. Moreover, the Independent

Directors had made significant contributions to the Board in view of their sufficient breadth of understanding of the

Group’s activities and corporate history that will continue to add value to the Board.

The Company currently does not have a policy to limit the tenure of its Independent Directors to nine (9) years.

Nevertheless, pursuant to Practice 4.2 of the MCCG, the Company will seek its shareholders’ approval to retain its

Independent Directors as and when necessary.

III. Remuneration

The Nomination and Remuneration Committee is authorised by the Board to establish a formal and transparent

procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual

Directors. The remuneration of Directors shall be the ultimate responsibility of the full Board after considering the

recommendations of the Nomination and Remuneration Committee.


19



III. Remuneration (cont’d)

The Nomination and Remuneration Committee of the Group comprises the following members:

Chairman

Kamal Bin Abdul Aziz

Independent Non-Executive Director

Members

Mohd Nasir Bin Salleh

Independent Non-Executive Chairman

Ah Kow @ Choo Ah Know

Independent Non-Executive Director

The Nomination and Remuneration Committee was established to assist the Board in developing remuneration

policies and procedures that enable the Group to attract, motivate and retain qualified Directors and key senior

management personnel. Full details of the functions and duties of the Nomination and Remuneration Committee are

stated in its Terms of Reference which is available on the Company’s website at https://wintonigroup.com/terms-of-

reference-nomination-committee/.

During the financial year, the Nomination and Remuneration Committee had reviewed and recommended the

remuneration packages of the Executive Directors and the fees and benefits payable to the Non-Executive Directors.

The composition and range of remuneration package received by the Directors during the financial years are as

follows:

For the Financial Year Ended 31 December (“FYE”) 2016

(i) Received from the Company

Salaries & EPF,

other SOCSO Benefit- Total

Fees emoluments Bonuses & EIS in-Kind

(RM) (RM) (RM) (RM) (RM) (RM)

Executive Directors

1. AHMAD AMRYN 83,333.00 - - - - 83,333.00

BIN ABD MALEK

2. ENCIK RAJA 83,333.00 - - - - 83,333.00

KAMARUDIN

BIN RAJA ADNAN


3. DATO’ SERI MOHD 83,334.00 - - - - 83,334.00

SHARIFF BIN OMAR

Total 250,000.00 - - - - 250,000.00


20




For the FYE 2016

(ii) Received from the Subsidiaries

Salaries & EPF,




Executive Directors

1. NG CHIN YE - 85,900.00 - 12,362.00 - 98,262.00

Total - 85,900.00 - 12,362.00 - 98,262.00

For the FYE 2017


No remuneration was paid out to Directors of the Company for the FYE 2017.

For the FYE 2017


Salaries & EPF,




Executive Directors

1. NG CHIN YE - 55,000.00 - 4,986.00 - 59,986.00

Total - 55,000.00 - 4,986.00 - 59,986.00

For the FYE 2018

No remuneration was paid out to Directors of the Company and its subsidiaries for the FYE 2018.


21




For the FYE 2019


Salaries & EPF,




Executive Directors

1. CHEAH KWONG LEE 6,000.00 - - - - 6,000.00

2. YEO CHEN YING 6,000.00 - - - - 6,000.00


3. MOHD NASIR 3,000.00 - - - - 3,000.00 BIN SALLEH

4. KAMAL BIN ABDUL 3,000.00 - - - - 3,000.00 AZIZ

5. WONG MEI TIEN 3,000.00 - - - - 3,000.00

6. AH KOW @ CHOO 3,000.00 - - - 3,000.00

AH KOW -

Total 24,000.00 - - - - 24,000.00

For the FYE 2019


No remuneration was paid out to Directors of the Company’s subsidiaries for the FYE 31 December 2019.

PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT

I. Audit and Risk Management Committee

The Audit and Risk Management Committee of the Group comprises the following members:

Chairman

Ah Kow @ Choo Ah Kow Independent Non-Executive Director

Members

Mohd Nasir Bin Salleh Independent Non-Executive Chairman

Kamal Bin Abdul Aziz Independent Non-Executive Director


22


PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT (cont’d)

I. Audit and Risk Management Committee (cont’d)

The Chairman of the Audit and Risk Management Committee is not the Chairman of the Board. The Audit and

Risk Management Committee Report is set out separately in this Annual Report. Full details of the Audit and Risk

Management Committee’s duties and responsibilities are stated in its Terms of Reference which is available on the

Company’s website at https://wintonigroup.com/terms-of-reference-audit-committee/.

The Board, through its Audit and Risk Management Committee, maintains a formal and transparent relationship with

its External Auditors. The Audit and Risk Management Committee assesses the performance and effectiveness of

the External Auditors annually, considering amongst others, their qualifications, effectiveness of the audit process,

quality of service and their independence.

The full details of the role of the Audit and Risk Management Committee in relation to the External Auditors are set

out in the Audit and Risk Management Committee Report of this Annual Report.

It is however pertinent to note that the Company and its Group were not able to conduct an Internal Audit as the

Company was in liquidation since 2017, which was then overturned by the Court on 1 October 2019. The Company

has since the upliftment of its liquidation status, will continue in its efforts in engaging an outsourced Internal Auditor

to undertake to review the existing risk management process in place within the operations of the Company and its

Group.

II. Risk Management and Internal Control Framework

The Board would regularly review internal control issues identified by the Management and hence will evaluates the

adequacy and effectiveness of the Group’s risk management and internal control system on an on-going basis

The Board acknowledges that the Group’s business activities involve some degree of risks that may affect the

achievement of its business objectives and relevant risk management approach should be an integral part of the

Group’s daily operations.

It is the responsibility of the Executive Directors, who are also leading the Company’s subsidiaries, to identify,

evaluate and manage risks faced by the Group on an on-going basis within defined parameters.

With no Internal Auditor at this moment, the Board continues in its efforts in taking relevant measures to strengthen

the control environment. The Board will continue to improve and enhance the existing internal control system to

ensure its adequacy and relevance in safeguarding the shareholders’ interests and the Group’s assets.

PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

I. Communication with Stakeholders

The Company is committed to ensure that timely, accurate and complete information about the Company is provided

equally to its shareholders, stakeholders and to the general investing public. Timely information is critical towards

building and maintaining the Group’s corporate credibility, market integrity and promotes investor confidence.

The Company also engages all its stakeholders through various platforms including the announcements via Bursa

LINK, disclosures on Bursa Securities’s website and engagement through the investor relation function.


23


PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

(cont’d)

II. Conduct of General Meetings

General meetings are viewed as an important platform for the shareholders to exercise their rights in the Company,

either in an Annual General Meeting (“AGM”) or an Extraordinary General Meeting (“EGM”).

Shareholders are invited to the general meetings through a notice of meeting that specify the venue, day and hour

of the meeting, as well as the business of the meeting. The notice of meeting together with the annual report is

sent to the shareholders at least 21 days prior to the AGM, in accordance to the proposed new Constitution of the

Company. Concurrently, the notice of AGM is advertised in a nationally circulated English daily newspaper. In order

to facilitate informed decision by the shareholders, notice of meeting is also accompanied by explanatory notes on

the items of business to further explain the nature of business of the meeting.

All Directors of the Company have been briefed on the importance of their attendance at the Company’s

forthcoming Annual General Meeting. The Audit and Risk Management Committee Chairman and the Nomination

and Remuneration Committee Chairman are well informed that questions relating to their designated Committee

under their purview must be addressed by them accordingly.

The Company conducts a poll voting on each resolution tabled during the general meetings to support shareholders

participation. The Company currently conducts an electronic poll voting. With the poll voting, each shareholder

present in person or represented by proxy at the general meeting will be entitled to vote on a one-share, one-vote

basis. An Independent scrutineer is appointed to validate the votes cast at the meeting.

In light of the recent Covid-19 outbreak, the Company is adopting a safe approach towards the convening of the

Company’s 9th Annual General Meeting via an online platform (“Virtual 9th AGM”)

A fully Virtual 9th AGM and will be conducted in the manner as guided by the Securities Commission Malaysia’s

Guidance and FAQs on the Conduct of General Meetings for Listed Issuers dated 18 April 2020 (revised on 14 May

2020) (“SC Guidance Note”). Pursuant to the SC Guidance Note and Section 327(2) of the Companies Act 2016,

the Chairman of the Virtual 9th AGM and some essential personnel shall be present at the main venue (broadcast

venue) of the meeting. Shareholders will NOT be physically present at the broadcast venue on the day of the Virtual

9th AGM. Instead, shareholders shall register their attendance, participate and vote remotely at the Virtual 9th AGM

using the virtual meeting facilities. An administrative guide on the conduct of the fully Virtual 9th AGM shall be made

available to all shareholders of the Company via a concurrent announcement on the Notice of the Company’s Virtual

9th AGM via Bursa Securities.


24

STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL

The Board of Wintoni is pleased to present the Statement on Risk Management and Internal Control (“SORMIC”) of

the Group in accordance with Rule 15.26(b) of the ACE Market Listing Requirements of Bursa Securities (“Listing

Requirements”) and in accordance with the Principles and best Practices provisions relating to risk management and

internal controls provided in the MCCG. This Statement has been prepared in accordance with the Statement on Risk

Management and Internal Control: Guideline for Directors of Listed Issuers issued by the Task Force with the support and

endorsement of Bursa Securities.

ROLES AND RESPONSIBILITIES

Board of Directors

The Board recognises and affirms its overall responsibility in maintaining a sound system of Group’s internal control and

the need to systematic review its adequacy and integrity. The system covers financial controls and non-financial control

refers to operational and compliance controls. In view of the limitations inherent in any internal control system, the Group’s

system of internal control put in place by the Board can only manage risk within tolerable levels. Hence, such system by

its nature can only provide reasonable and not absolute assurance against material misstatement, error or losses.

Audit and Risk Management Committee

The Board established board committees such as Audit and Risk Management Committee, Nomination and Remuneration

Committee, and they are governed by clearly defined Terms of Reference and authority for areas within their scope.

RISK MANAGEMENT FRAMEWORK

The Board acknowledges that the Group’s business activities involve some degree of risks that may affect the achievement

of its business objectives and relevant risk management approach should be an integral part of the Group’s daily

operations.

It is the responsibility of Executive Directors, who are also the directors of Wintoni’s subsidiary, to identify, evaluate and

manage risks faced by the Group on an on-going basis within defined parameters. The deliberation of risk and related

mitigating responses are carried out at management meetings attended by the Executive Directors. Significant risks are

communicated to the Board at the quarterly scheduled meetings. The practices and initiatives by the Board serves as an

on-going process adopted by the Group to continuously review, identify, evaluate and manage risks faced by the Group.

INTERNAL CONTROL REVIEW SYSTEM

The Board currently planning to set up an internal control system that is able to regularly review internal control issues

identified by appointed Internal Auditors and the Board, hence will evaluates the adequacy and effectiveness of the

Group’s risk management and internal control system on an on-going basis. The Group’s key elements of internal control

are planning to implement as follows:-

1. Clearly defined delegation of responsibilities to management and operating units, including authorisation levels for

key aspects of the businesses.

2. Clearly documented internal policies, guidelines, procedures and manuals, which are updated from time to time.

3. Quarterly meetings are held at operational and management levels to identify and resolve financial, operational and

management weaknesses and issues, and to improve efficiency.

4. Engage and appoint solicitors, financial advisors and other competent professional as may be required in respect of

any corporate exercise undertaken by the Group.

5. Review the financial results on quarterly basis by the Board and Audit and Risk Management Committee.

6. Informal Board meetings at operational level are held during the financial year in order to assess performance and

controls.


25

Statement on Risk Management

and Internal Control (cont’d)

INTERNAL AUDIT FUNCTIONS

The Board acknowledges and aware the importance of the Internal Audit Function. The Board is planning to outsource

its Internal Audit Function to an independent business consulting firm as part of its efforts to provide adequate and

effective internal control systems. The Internal Audit Function is expected to adopt a risk-based approach in addition to

an independent and objective reporting on the state of Group’s internal control system.

The Board is planning to engage Internal Auditors to perform the risk assessment for the Group. Through the review,

assessment and comment on the effectiveness and adequacy of the existing control policies and procedures of the

Group, the Internal Auditors will provide recommendations for the improvement of control policies and procedures of the

Group. Being absent of Internal Auditor at this moment, the Board is continue in taking relevant measurement strengthen

the control environment. The Board will continue to improve and enhance the existing internal control system to ensure

its adequacy and relevance in safeguarding the shareholders’ interests and the Group’s assets.

REVIEW OF THIS STATEMENT BY EXTERNAL AUDITOR

Pursuant to Rule 15.23 of the Listing Requirement, the External Auditors have reviewed this SORMIC pursuant to the

scope set out in Audit and Assurance Practice Guide 3 (“AAPG3”) issued by Malaysian Institute of Accountants as

guidance for Auditors on engagements to report on the Statement on Risk Management and Internal Control to be

included in the Annual Report of the Group for the year ended 31 December 2019. Based on the review, the External

Auditors have reported to the Board that nothing has come to their attention that cause them to believe that the statement

is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of

the risk management and internal control system within the Group.

AAPG3 does not require the Auditors to consider whether the Directors’ Statement on Risk Management and Internal

Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk

management and internal control system including the assessment and opinion by the Directors. The Auditors are not

required to consider whether the processes described to deal with material internal control aspects of any significant

problems disclosed in the Annual Report will, in fact remedy the problems.

CONCLUSION

The Board has received assurance from the Executive Director that the Group’s risks management and internal control

system will be reviewed and recommendation of improvement from time to time in all material aspects will be made, in

accordance with the risk management framework and internal control system of the Group.

The Board is of the view that there is limited time to resolve the significant breakdown or weaknesses in the current system

of internal controls of the Group. However, the Board is currently planning to outsource professional and independent

advisor to resolve the matter as soon as possible. The poor performance is due to the litigation and liquidation issue

encountered during the financial years ended 2017 and 2018 which have resulted in material losses incurred by the

Group. The liquidation was uplifted on 1 October 2019, since then the Company was in operation for 3 months before

financial year ended 31 December 2019. The Board will continue to take necessary measures on the ongoing commitment

to strengthen and improve its internal control processes.

This statement on Risk Management and Internal Control has been approved by the Board of Wintoni on 4 June 2020.


26

AUDIT AND RISK MANAGEMENT COMMITTEE REPORT

The Audit and Risk Management Committee of Wintoni was established with the objective of assisting the Board in the

areas of corporate governance, systems of internal controls risk management and financial reporting of the Group to:

(i) Evaluate the quality of the audits performance by the Internal and External Auditors;

(ii) Provide assurance that the financial information presented by the management is relevant, reliable and timely;

(iii) Overseeing compliance with laws and regulations and observance of a proper code of conduct; and

(iv) Determine the quality, adequacy and effectiveness of the Group’s control environment.

The Company has combined the Audit Committee and Risk Management Committee as Audit and Risk Management

Committee in 2019.

MEMBERSHIP

The present members of the Audit and Risk Management Committee comprise:

Chairman : Mr. Ah Kow @ Choo Ah Kow, Independent Non-Executive Director

Members : Encik Kamal Bin Abdul Aziz, Independent Non-Executive Director

Encik Mohd Nasir Bin Salleh, Independent Non-Executive Chairman

MEETINGS

There were 2 meetings held during the FYE 31 December 2019 and the records of their attendance are as follows:

No. of

Meetings

attended

Chairman : Mr Ah Kow @ Choo Ah Kow (1/1)

(Appointed on 15-Oct-19)

Members : Ms. Wong Mei Tien (2/2)

(Appointed on 11-Sep-17 as Chariman, Re-designated to

Member on 15-Oct-19 and resigned on 27 May 2020)

Encik Kamal Bin Abdul Aziz (1/2)

(Appointed on 11-Sep-17)

Encik Mohd Nasir Bin Salleh (1/2)

(Appointed on 11-Sep-17)

TERMS OF REFERENCE

The Terms of Reference of the Audit and Risk Management Committee will be available at the Company’s website at

https://wintonigroup.com/terms-of-reference-audit-committee/.

REVIEW OF THE COMPOSITION OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The term of office and performance of the Audit and Risk Management Committee, and each of its members shall be

reviewed by the Board at least once annually, pursuant to Rule 15.20 of the ACE Market Listing Requirements and the

Company’s Terms of Reference (“TOR”) of the Audit and Risk Management Committee to determine whether the Audit

and Risk Management Committee and its members have carried out their duties in accordance with the TOR.


27

Audit and Risk Management Committee Report (cont’d)

SUMMARY OF RESPONSIBILITIES AND ACTIVITIES

Generally, the main responsibilities the Audit and Risk Management Committee in discharging its functions and duties

are as follows:-

- Review the audit plan, nature and scope of the audit with Internal and External Auditors;

- Review with the External Auditors the results of the audit, the audit reports and the management letters;

- Review the unaudited quarterly financial statements of the Group and the Company and ensure compliance with

approved accounting standards, other legal and regulatory requirements before recommending them for Board’s

approval;

- Review the audited financial statements of the Group and the Company prior to submission to the Board for

consideration and approval;

- Review the performance of the Internal Audit Function; and

- Review that Internal Audit Reports on findings, recommendations and management responses thereto and to ensure

that material findings are adequately addressed as well as to ensure that corrective actions are taken by the Board.

However, the new Board took over the Company with effect from 1 October 2019, the Audit and Risk Management

Committee limited its functions and duties during the FYE 31 December 2019 were as follows:-

- Reviewed the audit plan, nature and scope of the audit with External Auditors;

- Reviewed with the External Auditors the results of the audit, the audit reports and the management letters;

- Reviewed the unaudited quarterly financial statements of the Group and the Company and ensured compliance with

approved accounting standards, other legal and regulatory requirements, before recommending them for Board’s

approval; and

- Reviewed the audited financial statements of the Group and the Company prior to submission to the Board for

consideration and approval.

SUMMARY OF INTERNAL AUDIT FUNCTION

The Audit and Risk Management Committee is aware of the fact that an adequately resourced Internal Audit Function is

essential to provide independent and objective advice on the effectiveness of the Group’s internal controls to the Audit

and Risk Management Committee and thereafter to the Board.

The Group is planning to outsource the internal audit. The internal audit will perform and review all operational manuals

units within the Group, with emphasis on principal risks area. Risk based approach was adopted towards planning and

conducts of audits which are partly guided by the Corporate Risk Management Framework. The Group is currently

planning and evaluating the scope of works for next financial year as follows:-

- To evaluate the system of internal control based upon the Group’s standard operational manuals and put forward

recommendations to the Audit and Risk Management Committee;

- To assess the Group’s Risk Management Framework and Corporate Governance Policy;

- To establish and overview of the adequacy and effectiveness of the system of internal control within the Group in

order to provide reasonable assurance regarding the effectiveness and efficiency of operations and compliance with

established standard operating policies and, procedures, applicable laws and regulations;

- To address issues or concerns as requested by the Audit and Risk Management Committee or senior management

and review existing operations or internal audit programs to determine whether they are consistent within the Audit

and Risk Management Committee’s and /or senior management’s expectation; and

- To review new system of internal controls and implementation by the Group so as to determine the progress of the

new system is consistent with goals and objectives of the Group.

Further details of the Internal Audit Functions are set out in the Statement on Risk Management and Internal Control in

this Annual Report.

The new Board took over the Company with effect from 1 October 2019, hence there was no internal audit task carried

out. For the FYE 31 December 2019, there was no cost incurred for the internal audit.


28

The Board, through the Nomination and Remuneration Committee (“NRC”), ensures that it recruits to the Board only

individuals of sufficient calibre, knowledge and experience to fulfil the duties of a director appropriately.

NRC consists of three (3) Independent Non-Executive Directors, including its Chairman who was appointed by the Board.

NRC comprises the following members during the financial year ended 31 December 2019:

Chairman : Kamal Bin Abdul Aziz, Independent Non-Executive Director

Members : Mohd Nasir Bin Salleh, Independent Non-Executive Chairman

Ah Kow @ Choo Ah Kow, Independent Non-Executive Director

Objectives

The primary objective of the NRC is to act as a committee of the Board to assist in discharging the Board’s responsibilities

in:

(a) assessing each of the existing directors’ ability to contribute to the effective decision making of the Board;

(b) identifying, appointing and orientating new directors;

(c) reviewing the mix, skills, experience and other qualities (including gender, age and ethnicity) the Board requires for

it to function independently and efficiently;

(d) membership of the Audit and Risk Management Committee, the NRC and any other Board Committees as

appropriate, in consultation with the chairmen of those committees;

(e) assessing and evaluating the effectiveness of the Board as a whole and the Board Committees, assessing the

performance of independence of Independent Non-Executive Directors and the Executive Directors; and

(f) identifying and recommending directors who are to be put forward for retirement by rotation in accordance with the

Company’s constitution.

Composition

The terms of reference of the NRC are made available on the Company’s website at https://wintonigroup.com/terms-of-

reference-nomination-committee/.

Activities of NRC

NRC met once during the financial year and all members of the NRC attended the meeting to deliberate on the following:

• The NRC reviewed and nominated the appointment of Yeo Chen Ying and Ah Kow @ Choo Ah Kow as Directors of

the Company via circular resolutions.

• The NRC held one (1) meeting on 26 November 2019 to review the remuneration packages of the Executive Directors

and the fees and benefits payable to the Non-Executive Directors.

NOMINATION AND REMUNERATION

COMMITTEE REPORT


29

1. Status of Utilisation of Proceeds

There were no corporate proposals involving the raising of funds during the financial years ended 31 December

2016 to 31 December 2019.

2. Audit and Non-Audit Fees

The amount of audit and non-audit fees paid and payable to external auditors by the Group and the Company for

the financial years ended 31 December 2016 to 31 December 2019 are as follows:

Group Company

Financial Year Ended Fees RM RM

31 December 2016 - Audit fees 65,000 52,000

- Non-audit fees 5,000 5,000







3. Material Contracts

There were no material contracts outside the ordinary course of business entered into by the Group involving

Directors’ and major shareholders’ interests which were still subsisting at the end of the financial years ended 31

December 2016 to 31 December 2019.

4. Recurrent Related Party Transaction

There was no recurrent related party transaction during the financial years ended 31 December 2016 to 31 December

2019.

ADDITIONAL COMPLIANCE INFORMATION


30

The Directors are responsible for the preparation of financial statements for each financial year to give a true and fair view

of the state of affairs of the Group and the Company at the end of the financial year, and of the results and cash flows of

the Group and the Company for the financial year then ended.

In ensuring the preparation of these financial statements, the Directors have observed the following criteria:

Overseeing the overall conduct of the Company’s business and that of the Group;

Adopting suitable accounting policies and applying them consistently;

Making judgments and estimates that are reasonable and prudent; and

Ensuring compliance with application Approved Accounting Standards in Malaysia.

The Directors are responsible for ensuring that proper accounting and other records which disclose with reasonable

accuracy at any time the financial position of the Group and ensuring that the financial statements comply with Listing

Requirements, the provisions of the Companies Act 2016 and applicable Approved Accounting Standards in Malaysia.

The Directors are also responsible for taking such reasonable steps to safeguard the assets of the Group and to minimise

fraud and other irregularities.

This statement on Director’s Responsibility has been approved by the Board of Wintoni on 4 June 2020.

DIRECTOR’S RESPONSIBILITY STATEMENT


31

SHARE CAPITAL

Total Number of Issued Shares : 513,000,000 Shares

Issued share capital : RM 35,849,031.00

Class of Shares : Ordinary Shares

Voting Rights : One (1) vote per Ordinary Share on a poll

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of Holders % No. of Shares %

Less than 100 6 0.21 250 0.00

100 to 1,000 298 10.45 108,150 0.02

1,001 to 10,000 622 21.80 4,377,600 0.85

10,001 to 100,000 1,331 46.65 62,040,700 12.09

100,001 to less than 5% of issued shares 595 20.85 394,323,300 76.87

5% and above of issued shares 1 0.04 52,150,000 10.17

Total 2,853 100.00 513,000,000 100.00

STATEMENT OF DIRECTORS’ SHAREHOLDINGS

Direct Interest Indirect Interest

Name of Directors No. of Shares % No. of Shares %

Mohd Nasir Bin Salleh - - - -

Cheah Kwong Lee 52,1500,00 10.17 - -

Wong Mei Tien - - - -

(resigned on 27 May 2020)

Kamal Bin Abdul Aziz - - - -

Yeo Chen Ying - - - -

Ah Kow @ Choo Ah Kow - - - -

SUBSTANTIAL SHAREHOLDERS (DIRECT & INDIRECT)

(As per Register of Substantial Shareholders)

Direct Interest Indirect Interest

Name of Shareholders No. of Shares % No. of Shares %

Cheah Kwong Lee 52,1500,00 10.17 - -

ANALYSIS OF SHAREHOLDINGSAS AT 12 MAY 2020


32

THIRTY (30) LARGEST SHAREHOLDERS AS AT 12 MAY 2020

No. Name of Shareholders No. of Shares %

1 Cheah Kwong Lee 52,150,000 10.1657

2 Tey Por Yee 23,090,000 4.5010

3 AMSEC Nominees (Tempatan) Sdn Bhd

(pledged securities account for Koh Pee Seng ) 23,000,000 4.4834

4 Quah Joo Leng 7,083,000 1.3807

5 Khow Eng Guan 6,130,000 1.1949

6 Lee Chin Chow 6,075,000 1.1842

7 Gan Kim Kee @ Gan Leong Lian 5,800,000 1.1306

8 Tiong Yeng Huang 5,519,000 1.0758

9 Goh Boon Im @ Hellen Goh 5,046,900 0.9838

10 Low Thiam Chin 5,023,400 0.9792

11 Maybank Securities Nominees (Tempatan) Sdn Bhd

(pledged securities account for Wong Yee Kiat (margin) 5,000,000 0.9747

12 Tay Koo Hui 4,621,000 0.9008

13 Maybank Nominees (Tempatan) Sdn bhd

(pledged securities account for Wong Siong Biau) 4,300,000 0.8382

14 Chang Khim Wah 4,160,000 0.8109

15 CIMSEC Nominees (Tempatan) Sdn Bhd

(CIMB for Chan Kim Seng) (PB) 4,070,000 0.7934

16 Chin Chin Seong 4,000,000 0.7797

17 Muhammad Ramall Ito Bin Jaspal Singh 3,600,000 0.7018

18 Public Nominees (Tempatan) Sdn Bhd

(pledged securities account for Goh Boon Han @ Frankie Goh (E-Jah) ) 3,507,200 0.6837

19 Cheh Siew Leng 3,338,900 0.6509

20 Citigroup Nominees (Asing) Sdn Bhd

(exempt an for Bank of Singapore Limited) (foreign) 3,233,500 0.6303

21 RHB Capital Nominees (Tempatan) Sdn Bhd

(pledged securities account for Phoa Boon Ting) (CEB) 3,200,000 0.6238

22 Leong Chee Hoong 3,130,000 0.6101

23 Tang Pei Ee 3,125,000 0.6092

24 Yong Hong Liang 3,028,000 0.5903

25 Tan Chon Hoo @ Tan Choon Hoo 3,000,000 0.5848

26 Grandeur Holdings Sdn Bhd 3,000,000 0.5848

27 Lee Kwee Choy 3,000,000 0.5848

28 Sun Chu Tiam @ Soon Chu Tiam 2,900,000 0.5653

29 Tan Puay Cheng 2,780,000 0.5419

30 Loh Pek Har 2,780,000 0.5419

TOTAL 208,690,900 40.6806

Analysis of Shareholding (cont’d)

as at 12 May 2020(without aggregating the securities from different securities accounts belonging to the same depositor)


33

NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of the Company will be held FULLY VIRTUAL

through live streaming from the Broadcast Venue at Level 10, Tower 1, Avenue 5, Bangsar South City, 59200 Kuala

Lumpur, Wilayah Persekutuan Kuala Lumpur and online remote participation using remote participation and voting

facilities on Tuesday, 30 June 2020 at 3.00 p.m. (“9th AGM”), for the following purposes:-

AGENDA

ORDINARY BUSINESS

NOTICE OF ANNUAL GENERAL MEETING

1. To receive the Audited Financial Statements for the financial years ended 31 December 2015,

31 December 2016, 31 December 2017, 31 December 2018, and 31 December 2019 together

with the Directors’ and Auditors’ Reports thereon.

2. To approve the payment of Directors’ fees of up to RM79,500 and benefits payable to the Non-

Executive Directors up to an amount of RM7,200 from 1 November 2019 until the next Annual

General Meeting.

3. To re-elect the following Directors who are retiring in accordance with Article 83 of the

Company’s Constitution (or otherwise known as the Memorandum and Articles of Association)

(“Constitution”):-

(a) Encik Mohd Nasir Bin Salleh

(b) Mr Cheah Kwong Lee

4. To re-elect the following Directors who are retiring in accordance with Article 90 of the Company’s

Constitution:-

(a) Encik Kamal Bin Abdul Aziz

(b) Mr Yeo Chen Ying

(c) Mr Ah Kow @ Choo Ah Kow

5. To re-appoint Messrs. CAS Malaysia PLT as the Company’s Auditors for the ensuing year and

to authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions:-

6. Authority to allot shares pursuant to Sections 75 and 76 of the Companies Act 2016

“THAT subject always to the Companies Act 2016 (“Act”), the Constitution of the Company,

ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)

(“Listing Requirements”) and the approvals of the relevant authorities, the Directors be and

are hereby authorised pursuant to Sections 75 and 76 of the Act, to issue and allot shares

in the Company at any time and upon such terms and conditions and for such purposes as

the Directors may in their absolute discretion deem fit, provided that the aggregate number of

shares to be issued pursuant to this resolution does not exceed 10% of the total number of

issued shares of the Company at the time of issue AND THAT the Directors be and are also

empowered to obtain the approval for the listing of and quotation for the additional shares to be

issued on Bursa Securities AND FURTHER THAT such authority shall continue to be in force

until the conclusion of the next Annual General Meeting of the Company after the approval was

given, or at the expiry of the period within which the next Annual General Meeting is required to

be held after the approval was given, whichever is earlier.”

Please refer

to Explanatory

Note 1

Ordinary

Resolution 1

Ordinary

Resolution 2

Ordinary

Resolution 3

Ordinary

Resolution 4

Ordinary

Resolution 5

Ordinary

Resolution 6

Ordinary

Resolution 7

Ordinary

Resolution 8

Please refer

to Explanatory

Note 2


34

7. Proposed Adoption of New Constitution of the Company (“Proposed Adoption of New

Constitution”)

“THAT approval be and is hereby given to revoke the existing Constitution of the Company with

immediate effect and in place thereof, the proposed new Constitution of the Company be and

is hereby adopted as the Constitution of the Company.

AND THAT the Directors of the Company be and are hereby authorised to assent to any

modifications, variations and/ or amendments as may be required by the relevant authorities

and to do all acts and things and take all such steps as may be considered necessary to give

full effect to the foregoing.”

8. To transact any other business of the Company of which due notice shall be given in accordance

with the Company’s Constitution and the Act.

By Order of the Board


WONG YOUN KIM

Company Secretary

Kuala Lumpur

Dated this 8 June 2020

Notice of Annual General Meeting (cont’d)

Special

Resolution

Please refer

to Explanatory

Note 3

NOTES:

1. A member of the Company entitled to be present and vote at the meeting is entitled to appoint a proxy/proxies, to attend and vote instead of him. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person appointed by the Registrar of Companies.

2. A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting.

3. Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

4. If the appointer is a corporation, the Proxy Form must be executed under its Common Seal or under the hand of its attorney.

5. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), as defined under the Securities Industry (Central Depositories) Act 1991 there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

6. A proxy appointed to attend and vote in a meeting of the Company shall have the same rights as the member to speak at the meeting.

7. The duly completed Proxy Form must be deposited at the registered office of the Company at HMC Corporate Services Sdn Bhd, Level 2, Tower 1, Avenue 5, Bangsar South City, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

8. General Meeting Record of Depositors

For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting the Bursa Malaysia Depository Sdn Bhd in accordance with Article 59 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 24 June 2020. Only a depositor whose name appears on the Record of Depositors as at 24 June 2020 shall be entitled to attend this meeting or appoint proxy/proxies to attend and/or vote in his stead.


35

9. In view of the Covid-19 health concerns, the 9th AGM will be conducted fully virtual via live streaming and remote participation and voting facilities. The Company has appointed HMC Corporate Services Sdn Bhd as the Poll Administrator for the 9th AGM to facilitate the remote participation and voting facilities. Please follow the procedures set out in the Administrative Guide for the 9th AGM which is attached to the Notice of the 9th AGM to register, participate, speak and vote remotely.

10. The Broadcast Venue of the 9th AGM is strictly for the purpose of complying with Section 327(2) of the Act which stipulates that the Chairman shall be at the main venue of the 9th AGM. Members will not be allowed to attend the 9th AGM in person at the Broadcast Venue on the day of the 9th AGM.

11. Pursuant to Rule 8.31A of the Listing Requirements, all resolutions set out in the Notice of the 9th AGM will be put to vote by poll.

EXPLANATORY NOTES ON SPECIAL BUSINESS

1. Item 1 of the Agenda - Audited Financial Statements for the Financial Years Ended 31 December 2015, 31

December 2016, 31 December 2017, 31 December 2018, and 31 December 2019

The Audited Financial Statements are for discussion only as the approval of the shareholders is not required pursuant

to the provisions of Section 340(1)(a) of the Act. Hence, this Agenda is not put forward for voting by the shareholders

of the Company.

2. Ordinary Resolution 8 - Authority to allot shares pursuant to Sections 75 and 76 of the Companies Act 2016

The proposed Ordinary Resolution 8 under item 6 above, if passed, will empower the Directors of the Company,

from the date of the 9th AGM, with the authority to issue and allot shares in the Company up to an amount not

exceeding 10% of the total number of issued shares of the Company for such purposes as the Directors consider

would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will

expire at the next Annual General Meeting of the Company after the approval was given, or at the expiry of the

period within which the next Annual General Meeting is required to be held after the approval was given, whichever

is earlier.

This general mandate is to provide flexibility to the Company to issue new shares without the need to convene a

separate general meeting to obtain shareholders’ approval so as to avoid incurring cost and time. The purpose

of this general mandate is for fund raising exercises including but not limited to further placement of shares for

the purpose of funding current and/or future investment projects, working capital and/ or acquisitions, which the

Directors of the Company consider to be in the best interest of the Company. As at the date of this notice of meeting,

no new shares have been issued pursuant to the general mandate granted at the Seventh Annual General Meeting

of the Company.

3. Special Resolution - Proposed Adoption of New Constitution of the Company

The proposed Special Resolution, if passed, will align the new Constitution of the Company with the Companies

Act 2016 and the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad. The proposed new

Constitution is set out in Appendix I, a copy of which is despatched together with the Company’s Annual Report

2016 - 2019.

Notice of Annual General Meeting (cont’d)


36

1. The Directors standing for re-election at the 9th AGM of the Company are :-

(a) Cheah Kwong Lee pursuant to Article 83 of the Company’s Constitution

(b) Encik Mohd Nasir Bin Salleh pursuant to Article 83 of the Company’s Constitution

(c) Encik Kamal Bin Abdul Aziz pursuant to Article 90 of the Company’s Constitution

(d) Yeo Chen Ying pursuant to Article 90 of the Company’s Constitution

(e) Mr Ah Kow @ Choo Ah Kow pursuant to Article 90 of the Company’s Constitution

The profiles of the above Directors, who are seeking re-election as Directors, are disclosed on Pages 4 to 8 of this

Annual Report.

The details of the above Directors’ interest in the securities of the Company are stated on Page 31 of the Annual

Report.

STATEMENT ACCOMPANYING

NOTICE OF THE 9th AGM

Company No.: 766535-P


31 DECEMBER 2016

FOR THE FINANCIAL YEAR ENDED

REPORTS AND FINANCIAL STATEMENTS

(Incorporated in Malaysia)

CAS MALAYSIA PLT (LLP0009918-LCA) & (AF1476)Chartered Accountants


WINTONI GROUP BERHAD (Incorporated in Malaysia)

Contents Page

Corporate information 1

Directors' report 2-6

Statement by directors 7

Statutory declaration 7

Independent auditors' report 8-13

Statements of financial position 14

Statements of profit or loss and other comprehensive income 15-16

Statements of changes in equity 17-18

Statements of cash flows 19-21

Notes to financial statements 22-81


WINTONI GROUP BERHAD(Incorporated in Malaysia)


BOARD OF DIRECTORS : Mohd Nasir Bin SallehKamal Bin Abdul AzizChoo Ah KowWong Mei Tien (f)Cheah Kwong LeeYeo Chen Ying

COMPANY SECRETARY : Wong Youn Kim (f)(MAICSA 7018778)

REGISTERED OFFICE : Level 2, Towel 1, Avenue 5,Bangsar South City,59200 Kuala Lumpur.

AUDITORS : CAS Malaysia PLT(LLP0009918-LCA) & (AF 1476)Chartered Accountants

PRINCIPAL BANKERS : Public Bank BerhadCIMB Bank BerhadCIMB Islamic Bank BerhadBank of China (Malaysia) BerhadHong Leong Bank Berhad

1



DIRECTORS' REPORT

PRINCIPAL ACTIVITIES

FINANCIAL RESULTS

Group CompanyRM RM

Loss for the financial year (5,343,545) (891,986)

Loss attributable to:(5,265,452) (891,986)

(78,093) - (5,343,545) (891,986)

RESERVES AND PROVISIONS

DIVIDENDS

The directors hereby submit their report together with the audited financial statements of the Groupand of the Company for the financial year ended 31 December 2016.

Owners of the Company

In the opinion of the directors, the results of the operations of the Group and of the Company duringthe financial year have not been substantially affected by any item, transaction or event of a materialand unusual nature.

The principal activities of the Company were engaged in the business of investment holding.

The Group and the Company have ceased their business operations during the financial year exceptfor its subsidiary company, Syscomp Technology Sdn. Bhd.

The principal activities of the subsidiary companies are disclosed in Note 6 to the financialstatements.

There were no material transfers to or from reserves or provision during the financial year other thanas disclosed in the financial statements.

Non-controlling interests

No dividend has been paid or declared since the end of the previous financial year. The directors donot recommend that a dividend to be paid in respect of the current financial year.

There have been no significant changes in the nature of these principal activities during the financialyear.

2



DIRECTORS' REPORT (continued)

ISSUE OF SHARES AND DEBENTURES

There were no debentures issued during the financial year.

Warrants 2014/2019

As at the end of the financial year, the Company has the following outstanding warrants:-

Warrants

Warrants 2014/2019 23-02-2019

OPTIONS GRANTED OVER UNISSUED SHARES

DIRECTORS

Mohd Nasir Bin Salleh (appointed on 20 Jun 2017)Kamal Bin Abdul Aziz (appointed on 11 Sept 2017)Choo Ah Kow (appointed on 15 Oct 2019)Wong Mei Tien (f) (appointed on 20 Jun 2017)Cheah Kwong Lee (appointed on 20 Jun 2017)Yeo Chen Ying (appointed on 11 Oct 2019)Dato' Seri Mohd Shariff Bin Omar (removed 20 Jun 2017)Dato' Ng How Hon (resigned on 29 Dec 2016)

Ahmad Amryn Bin Abd Malek (removed on 20 Jun 2017)Raja Kamarudin Bin Raja Adnan (removed on 20 Jun 2017)

No options were granted to any person to take up unissued shares of the Company during thefinancial year.

Exercise price per ordinary share

Expiry date Number of warrants outstanding as at 31.12 2016

RM0.10 216,000,000

Each warrant entitles its registered holder to subscribe one (1) new ordinary share in the Company atan exercise price of RM0.10 per share, subject to adjustments in accordance with the provisions of thedeed poll, at any time within 5 years from the date of issue of the warrants. The last date to exercisethe warrant rights is 23 February 2019.

There were no new ordinary shares issued by virtue of the exercise of warrants. As at the end of thefinancial year, 216,000,000 warrants remained unexercised.

Kamil Bin Abdul Rahman (resigned on 27 Feb 2017)

There were no changes in the authorised, issued and paid up capital of the Company during thefinancial year.

The directors of the Company in office during the financial year until the date of this report are:

3




DIRECTORS' INTERESTS

DIRECTORS' REMUNERATIONS

INDEMNITY AND INSURANCE COSTS

DIRECTORS' BENEFITS

None of the directors in office at the end of the financial year had any interest in the ordinary sharesin the Company or its related corporations during the financial year.

The details of the directors’ remuneration paid or payable to the directors or past directors of theGroup and of the Company during the financial year are disclosed in Note 22 to the financialstatements.

No payment has been paid to or payable to any third party in respect of the services provided to theGroup and the Company by the directors or past directors of the Group and of the Company duringthe financial year.

None of the directors or past directors of the Group and of the Company have received any otherbenefits otherwise than in cash from the Group and the Company during the financial year.

No indemnities have been given or insurance premiums paid, during or since the end of the financialperiod, for any person who is or has been the director, officer or auditor of the Company.

Since the end of the previous financial period, none of the directors of the Company has received orbecome entitled to receive a benefit (other than a benefit included in the aggregate amount ofremuneration received or due and receivable by the directors shown in the financial statements orthe fixed salary of a full-time employee of the Company as shown in Note 22 to the financialstatements) by reason of a contract made by the Company or a related corporation with the directoror with a firm of which the director is a member, or with a company in which the director has asubstantial financial interest.

During and at the end of the financial year, no arrangement subsisted to which the Company is aparty, with the objects of enabling the Directors of the Company to acquire any benefits by means ofthe acquisition of shares in or debentures of the Company or any other body corporate.

4




OTHER STATUTORY INFORMATION

(i)

(ii)

The directors are not aware of any circumstances:

(i)

(ii)

(iii)

(iv)

At the date of this report, there does not exist:

(i)

(ii)

Before the financial statements of the Group and of the Company were made out, the directors tookreasonable steps:

which have arisen which would render adherence to the existing method of valuation of assetsor liabilities of the Group and of the Company misleading or inappropriate.

which would render the values attributed to the current assets in the financial statements of theGroup and of the Company misleading; or

which would render it necessary to write off for any bad debts or the amount of the provisionsfor doubtful debts inadequate to any substantial event in respect of financial statements of theGroup and of the Company inadequate to any substantial extent; or

not other is dealt with in this report or financial statements which would render any amountstated in the financial statements of the Group and of the Company misleading.

to ascertain that proper action had been taken in relation to the writing off of bad debts and themaking of allowance for doubtful debts and satisfied themselves that no known bad debts hadbeen written off and that adequate allowance had been made for doubtful debts; and

to ensure that any current assets which were unlikely to realise their values as shown in theaccounting records in the ordinary course of business had been written down to an amountwhich they might be expected so to realise.

any charge on the assets of the Group and of the Company which has arisen since the end of thefinancial year which secures the liabilities of any other person; or

any contingent liability in respect of the Group and of the Company which has arisen since theend of the financial year.

No contingent or other liability has become enforceable, or is likely to become enforceable, within theperiod of twelve months after the end of the financial period which, in the opinion of the directors,will or may substantially affect the ability of the Group and the Company to meet its obligations as and when they fall due.

In the opinion of the directors, no item, transaction or event of a material and unusual nature hasarisen in the interval between the end of the financial period and the date of this report which is likelyto affect substantially the results of operations of the Group and Company for the financial year inwhich this report is made.

5




SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Significant events during the financial year is disclosed in Note 29 to the financial statements.

SUBSEQUENT EVENTS

AUDITORS

The auditors' remuneration is disclosed in Note 19 to the financial statements.

CHEAH KWONG LEEDirector

YEO CHEN YINGDirector

Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 31December 2019.

The auditors, CAS Malaysia PLT, Chartered Accountants have indicated their willingness to continuein office.

Details of subsequent events are disclosed in Note 29 to the financial statements.

6



STATEMENT BY DIRECTORSPursuant to Section 251(2) of the Companies Act, 2016

CHEAH KWONG LEE YEO CHEN YINGDirector Director

STATUTORY DECLARATIONPursuant to Section 251(1)(b) of the Companies Act, 2016

Subscribed and solemnly declared by )CHEAH KWONG LEE )at Puchong in the state of Selangor Darul Ehsan )on 31 December 2019 ) CHEAH KWONG LEE

Before me,

KHOR HAN GHEECommissioner for Oath

We, CHEAH KWONG LEE and YEO CHEN YING, being two of the directors of WINTONI GROUP BERHAD,do hereby state that, in the opinion of the directors, the accompanying financial statements as set outon pages 14 to 81 are drawn up in accordance with Malaysian Financial Reporting Standards,International Financial Reporting Standards and the requirements of the Companies Act, 1965 inMalaysia so as to give a true and fair view of the financial position of the Group and of the Company asat 31 December 2016 and of their financial performance and cash flows for the financial year thenended.

I, CHEAH KWONG LEE, being the director primarily responsible for the accounting records andfinancial management of WINTONI GROUP BERHAD, do solemnly and sincerely declare that theaccompanying financial statements set out on pages 14 to 81 are in my opinion correct, and I make thissolemn declaration conscientiously believing the same to be true and by virtue of the provisions of theStatutory Declarations Act, 1960.

In the opinion of the Directors, the information set out in Note 30 on page 81 to the financial statementshas been compiled in accordance with the Guidance on Special Matter No. 1, Determination of Realisedand Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia SecuritiesBerhad Listing Requirements, issued by the Malaysian Institute Accountants and presented based onthe format prescribed by Bursa Malaysia Securities Berhad.

Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 31December 2019.

7

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINTONI GROUP BERHAD (Company No.: 766535-P)


Report on the Audit of the Financial Statements

Disclaimer of Opinion

Basis for Disclaimer of Opinion

1.

a)

b)

c)

d)

The accuracy and existence of cash and bank balances as at 1 January 2016 of the Groupand the Company amounting to RM133,049 and RM12,068 respectively;

The accuracy and existence of other payables and accruals balances as at 1 January 2016of the Group and the Company amounting to RM1,493,818 and RM1,230,998respectively;

We were engaged to audit the financial statements of WINTONI GROUP BERHAD, which comprisethe statements of financial position as at 31 DECEMBER 2016 of the Group and of the Company,and the statements of profit or loss and other comprehensive income, statements of changes inequity and statements of cash flows of the Group and of the Company for the financial year thenended, and notes to the financial statements, including a summary of significant accountingpolicies, as set out on pages 14 to 81.

We do not express an opinion on the accompanying financial statements of the Group and theCompany. Because of the significance of the matters described in the Basis for Disclaimer ofOpinion section of our report, we have not been able to obtain sufficient appropriate auditevidence to provide a basis for an audit opinion on these financial statements.

Assertions concerning opening balances

We were appointed as auditors of the Company and the Group on 18 November 2019 for thefinancial year ended 31 December 2016. In accordance with International Auditing Standards510 Initial Audit Engagements – Opening Balances, we are required to determine whether theopening balances contain misstatements that materially affect the current year’s financialstatements. We were unable to satisfy ourselves in respect of the following assertions andobtain sufficient appropriate audit evidence to determine whether the opening balances as of1 January 2016 for the following do not contain material misstatement:

The accuracy and existence of trade payables balances as at 1 January 2016 of the Groupamounting to RM7,600,160;

The accuracy and existence of other receivables, deposits and prepayments balances asat 1 January 2016 of the Group and the Company amounting to RM357,091 andRM302,432 respectively;

8

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINTONI GROUP BERHAD (Company No.: 766535-P) (continued)(Incorporated in Malaysia)

Report on the Audit of the Financial Statements (continued)

Basis for Disclaimer of Opinion (continued)

1.

e)

2.

a)

b)

c)

d)

e)

f)

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,completeness and existence of the trade payables and cost of sales of the Groupamounting to RM12,470,064 and RM4,366,016 respectively.

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,existence and correctness of the deferred tax assets and taxation balances of the Groupamounting to RM59,000 and RM28,680 respectively.

We were unable to perform sufficient audit procedure on the wholly owned subsidiary,Planet Wireless Sdn. Bhd. which has been consolidated using unaudited managementaccount as disclosed in Note 6, to satisfy ourselves on the appropriateness of thefinancial statements for consolidation purpose.

Assertions concerning opening balances (continued)

In view of the non-availability of the statutory information to ascertain the status of theforeign subsidiary, Planet Wireless Holding Limited, we were unable to obtainappropriate audit evidence and information as to determination of the status andfinancial position of the said foreign subsidiary, we were unable to ascertain that theconsolidated Group financial statements do not contain material misstatements.

In view of the above, we were unable to satisfy ourselves that the opening balances do notcontain misstatements that may materially affect the financial performance, cash flows andfinancial position of the Group and of the Company for the financial year ended 31 December2016. Accordingly, we were unable to determine whether any adjustments might have beennecessary in respect of the financial performance, cash flows and financial position of theCompany for the financial year ended 31 December 2016.

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,completeness and existence of the cash and bank balances of the Group amountingRM73,294.

Insufficient documentary evidence pertaining to current year’s transactions

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,completeness and existence for a portion of the other payables and accruals of the Groupand the Company amounting to RM1,743,084 and RM1,292,998 respectively.

The accuracy and correctness of reserves balances as at 1 January 2016 of the Group andthe Company amounting to RM15,237,270 and RM17,456,580 respectively;

9




2.

g)

3.

We were unable to obtain sufficient audit evidence on the partly owned subsidiary,Syscomp Technology Sdn. Bhd. which is not audited by us as disclosed in Note 6, tosatisfy ourselves on the appropriateness of the financial statements for consolidationpurpose.

Insufficient documentary evidence pertaining to current year’s transactions (continued)

Any adjustments or additional disclosures that may be necessary in respect of the abovematters, including any related tax impact, may have a consequential significant impact on thefinancial position of the Group and of the Company as at 31 December 2016 and the financialresults and cash flows of the Group and of the Company for the financial year then ended.

Material uncertainty relating to going concern

As disclosed in Note 2.5 to the financial statements, the financial statements of the Group andof the Company have been prepared on the assumption that the Group and the Company willcontinue as going concern. The application of the going concern basis is based on theassumption that the Group and the Company will be able to realise their assets and settletheir liabilities in the normal course of business.

The Group and the Company incurred a net loss of RM4,669,905 and RM891,986 respectivelyfor the financial year ended 31 December 2016. As at 31 December 2016, the currentliabilities of the Group and of the Company exceeded its current assets by RM14,688,559 andRM1,798,452 respectively. The Group and the Company also recorded a deficit inshareholders’ fund of RM14,619,822 and RM1,798,452 respectively.

On 26 February 2016, the Company has announced that it became an Affected Listed Issuerpursuant to Guidance Note 3 (“GN 3”) of the Listing Requirements of Bursa MalaysiaSecurities Berhad (“Bursa Securities”) for the ACE Market.

The going concern assumption is highly dependent on the formalisation and successfulimplementation of the regularisation plan of the Company to restore its financial position andachieving sustainable and viable operations.

In the event that the formalisation and implementation of the regularisation plan notmaterialise or not approved, the application of the going concern concept may beinappropriate and adjustments may be required to, inter alia, write down assets to theirimmediate realisable value, reclassify all long term assets and liabilities as current and toprovide for further costs which may arise.

10




3.

Responsibilities of the Directors for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

The directors of the Group and the Company are responsible for the preparation of financialstatements of the Group and the Company that give a true and fair view in accordance withMalaysian Financial Reporting Standards, International Financial Reporting Standards and therequirements of the Companies Act, 1965 in Malaysia.

The directors are also responsible for such internal control as the directors determine is necessaryto enable the preparation of financial statements of the Group and the Company that are free frommaterial misstatement, whether due to fraud or error.

Our responsibility is to conduct an audit of the Group's and the Company’s financial statements inaccordance with approved standards on auditing in Malaysia and International Standards onAuditing, and to issue an auditors’ report. However, because of the matters described in the Basisfor Disclaimer of Opinion section of our report, we were unable to obtain sufficient appropriateaudit evidence to provide a basis for an audit opinion on these financial statements.

In view of the matters mentioned above, there are material uncertainties that may castsignificant doubt on the ability of the Group and of the Company to continue as going concern.Accordingly, we were unable to obtain sufficient appropriate audit evidence to ascertain theappropriateness of the preparation of the financial statements of the Group and of theCompany on a going concern basis.

In preparing the financial statements of the Group and the Company, the directors are responsiblefor assessing the Group's and Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the going concern basis of accountingunless the directors either intend to liquidate the Group and the Company or to cease operations,or have no realistic alternative but to do so.

Material uncertainty relating to going concern (continued)

11



Independence and Other Ethical Responsibilities

Report on Other Legal and Regulatory Requirements

(a)

(b)

(c)

(d) In our opinion, we have not obtained all the information and explanations that we required.

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”)and the International Ethics Standards Board for Accountants’ Code of Ethics for ProfessionalAccountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordancewith the By-Laws and the IESBA Code.

In accordance with the requirements of the Companies Act, 2016 in Malaysia, we also report thefollowing:

In view of the matters as described in the Basis for Disclaimer of Opinion paragraph, in ouropinion, the accounting and other records to be kept by the Company of which we have act asthe auditors have not been properly kept in accordance with the provisions of the CompaniesAct, 1965.

Because of the auditors’ reports on the financial statements of a subsidiary company containdisclaimer of opinion as disclosed in Note 6 to the financial statements, we are unable toreport whether we are satisfied that the financial statements of the subsidiary companies thathave been consolidated with the Company’s financial statements are in form and contentappropriate and proper for the purposes of the preparation of the financial statements of theGroup.

The subsidiary of which we have not acted as auditors, are disclosed in Note 6 to the financialstatements.

12



Other Reporting Responsibilities

Other Matters

CAS MALAYSIA PLT [No. (LLP0009918-LCA) & (AF 1476)]Chartered Accountants

CHEN VOON HANN[No. 02453/07/21(J)]Partner of the firm

Date: 31 December 2019

Puchong

The supplementary information set out in Note 30 on page 81 is disclosed to meet therequirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. Thedirectors are responsible for the preparation of the supplementary information in accordancewith Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Lossesin the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of BursaMalaysia Securities Berhad. In our opinion, the supplementary information is prepared, in allmaterial aspects, in accordance with the MIA Guidance and the directive of Bursa MalaysiaSecurities Berhad.

This report is made solely to the members of the Company, as a body, in accordance with Section266 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assumeresponsibility to any other person for the content of this report.

The financial statements of the Group and the Company for the financial year ended 31 December2015 were audited by another firm of chartered accountants whose report dated 19 August 2016express a disclaimer opinion on its' financial statements.

13



STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2016

Note 2016 2015 2016 2015RM RM RM RM

NON-CURRENT ASSETSProperty, plant and

equipment 5 9,737 11,602 - - Investment in subsidiary companies 6 - - - 10,032 Deferred tax assets 8 59,000 - - -

68,737 11,602 - 10,032

CURRENT ASSETSTrade receivables 9 19,442 47,342 - - Other receivables, deposits and prepayments 10 16,150 357,091 2,432 302,432Cash and bank balances 73,294 133,049 11,102 12,068

108,886 537,482 13,534 314,500

TOTAL ASSETS 177,623 549,084 13,534 324,532

EQUITY AND LIABILITIES

EQUITY

Share capital 11 25,650,000 25,650,000 25,650,000 25,650,000 Share premium 12 10,199,031 10,199,031 10,199,031 10,199,031 Reserves 13 14,563,630 15,237,270 17,456,580 17,456,580 Accumulated losses 14 (64,961,078) (59,695,626) (55,104,063) (54,212,077) Total deficit attributable to owners of the Company (14,548,417) (8,609,325) (1,798,452) (906,466)

Non-controlling interest 7 (71,405) 6,688 - -

TOTAL EQUITY (14,619,822) (8,602,637) (1,798,452) (906,466)

CURRENT LIABILITIESTrade payables 15 12,470,064 7,600,160 - - Other payables and accruals 15 2,298,701 1,493,818 1,811,986 1,230,998 Finance lease liability 16 - 13,743 - - Tax payable 28,680 44,000 - -

14,797,445 9,151,721 1,811,986 1,230,998

TOTAL LIABILITIES 14,797,445 9,151,721 1,811,986 1,230,998

TOTAL EQUITY AND LIABILITIES 177,623 549,084 13,534 324,532

Group Company

The accompanying accounting policies and explanatory notes form an integral part of the financialstatements.

14



STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

Note 2016 2015 2016 2015RM RM RM RM

Revenue 17 241,436 5,397,222 - -

Cost of sales (4,366,016) (11,427,821) - -

GROSS LOSS (4,124,580) (6,030,599) - -

Other operating income 14,497 13,070,810 - 270,282

Selling and distribution expenses - (15,099) - -

Administrative expenses (1,010,984) (21,535,318) (610,988) (1,142,934)

Other operating expenses (287,197) (42,383,714) (280,998) (50,616,350)

LOSS FROM OPERATIONS (5,408,264) (56,893,920) (891,986) (51,489,002)

Finance costs 18 - (517) - -

LOSS BEFORE TAXATION 19 (5,408,264) (56,894,437) (891,986) (51,489,002)

Taxation 20 64,719 (14,700) - -

LOSS AFTER TAXATION (5,343,545) (56,909,137) (891,986) (51,489,002)

Other comprehensive income, net of tax:Exchange differences on translating foreign operation 673,640 1,808,549 - -

TOTAL COMPREHENSIVE EXPENSES FOR THE FINANCIAL YEAR (4,669,905) (55,100,588) (891,986) (51,489,002)

Group Company


15



STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 (continued)

Note 2016 2015 2016 2015RM RM RM RM

LOSS AFTER TAXATION ATTRIBUTABLE TO:Owners of the company (5,265,452) (56,830,799) (891,986) (51,489,002) Non-controlling interest (78,093) (78,338) - -

(5,343,545) (56,909,137) (891,986) (51,489,002)

TOTAL COMPREHENSIVE EXPENSES ATTRIBUTABLE TO:Owners of the company (4,591,812) (55,022,250) (891,986) (51,489,002) Non-controlling interest (78,093) (78,338) - -

(4,669,905) (55,100,588) (891,986) (51,489,002)

Basic loss per share attributable to owners of the company (sen) 23 (1.03) (11.08)

Group Company

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.16

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18



STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

Note 2016 2015 2016 2015RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIESLoss before taxation (5,408,264) (56,894,437) (891,986) (51,489,002) Adjustments for: Bad debts written off - 9,190 - - Depreciation of property, plant and equipment 2,965 4,527,921 - 333 (Gain)/Loss on disposal of subsidiary companies - (2,432,364) - 16,428,762 Impairment loss on goodwill - 5,272,462 - - Impairment loss on receivables 270,000 429,487 270,000 - Impairment loss on investment in subsidiary company - - 10,032 19,889,968 Impairment loss on amount due from subsidiary companies - - - 14,294,186 Interest expenses - 517 - - Interest income - (671) - - Property, plant and equipment written off - 35,925,026 - 3,434 Reversal of provision of doubtful debt (639) - - - Unrealised (gain)/ loss on foreign exchange - 270,333 - -

Operating loss before working capital changes (5,135,938) (12,892,536) (611,954) (872,319)

Increase in inventories - (1,093,381) - - Decrease/(increase) in receivables 99,681 18,739,489 30,000 (30,000) Amount due from customers on contracts - 2,914,153 - - Increase in payables 5,000,740 9,820,902 580,988 478,089

Cash (used in)/generated from operations (35,517) 17,488,627 (966) (424,230)

Group Company


19



STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 (continued)

Note 2016 2015 2016 2015RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIES (continued)

Interest received - 671 - - Interest paid - (517) - - Income tax paid (9,600) - - -

Net cash (used in)/generated from operating activities (45,117) 17,488,781 (966) (424,230)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of a subsidiary company, net of cash (outflows) (5,183,628) (5,400,000) Purchase of property, plant and equipment (1,100) (16,556,743) - - Net cash outflows from disposal of subsidiary companies - (501,845) - -

Net cash used in investing activities (1,100) (22,242,216) - (5,400,000)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of finance lease liability (13,743) (16,156) Advance from a subsidiary company - - - 5,718,367

Net cash (used in)/generated from financing activities (13,743) (16,156) - 5,718,367

Group Company


20




Note 2016 2015 2016 2015RM RM RM RM

Net decrease in cash and cash equivalents (59,960) (4,769,591) (966) (105,863)

Cash and cash equivalents as at beginning of the financial year 133,049 4,902,640 12,068 117,931

Effects of exchange rate changes on cash and cash equivalents 205 - - -

Cash and cash equivalents as atend of the financial year 73,294 133,049 11,102 12,068

Cash and cash equivalents comprise of:

Cash and bank balances 73,294 133,049 11,102 12,068

Group Company


21



NOTES TO THE FINANCIAL STATEMENTSfor the financial year ended 31 December 2016

1. GENERAL INFORMATION

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

2.1 Statement of compliance

The Company is principally an investment holding company. The principal activities of itssubsidiary companies are set out in Note 6 to the financial statements.

The Group and the Company have ceased their operations during the financial year except for thesubsidiary company, Syscomp Technology Sdn. Bhd. (“Syscomp”).

The financial statements were authorised for issue by the Board of Directors in accordance with aresolution of the directors on 31 December 2019.

The financial statements of the Group and of the Company have been prepared inaccordance with Malaysian Financial Reporting Standards ("MFRS"), InternationalFinancial Reporting Standards ("IFRS") and the requirements of the Companies Act, 1965

The accounting policies adopted by the Group and the Company are consistent with thoseadopted in the previous years.

The new Companies Act 2016 ("CA 2016") which replaced the current Companies Act,1965 was passed by Parliament on 4 April 2016 and was subsequently gazetted on 15September 2016. On 26 January 2017, the Minister of Domestic Trade, Co-operatives andConsumerism announced that the CA 2016 to be effective on 31 January 2017.

The entire CA 2016 will come into operation except for the Section 241, and Division 8 ofPart III of the CA 2016.

As at 31 December 2016, the Group and the Company has not adopted the CA 2016. Theadoption of CA 2016 will only be applied prospectively and the effect of adoption, if any,will be disclosed in the annual report and financial statements for the year ended 31December 2017.

The Company is a public limited liability company, incorporated and domiciled in Malaysia and islisted on the ACE Market of Bursa Malaysia Securities Berhad.

The Company's registered office is located at Level 2, Towel 1, Avenue 5, Bangsar South City,59200 Kuala Lumpur.

The principal place of business of the Company is located at Unit No. A-32-3A, Level 32, MenaraUOA Bangsar, No. 5, Jalan Bangsar Utama 1, 59000 Kuala Lumpur.

22




2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS (continued)

2.2 Adoption of amendments to MFRSs and annual improvements

Amendments to MFRS 10, MFRS 12 and MFRS 128Amendments to MFRS 11

MFRS 14Amendments to MFRS 101Amendments to MFRS 116 and MFRS 138

Amendments to MFRS 116 and MFRS 141Amendments to MFRS 127

Annual Improvements to MFRSs 2012–2014 Cycle

2.3 Standards issued but not yet effective

Effective for financial periods beginning on or after 1 January 2017

Amendments to MFRS 107Amendments to MFRS 112


Amendments to MFRS 2

MFRS 9

MFRS 15

Share-based Payment Transactions Financial Instruments (IFRS 9 as issued by International Accounting Board ("IASB") in July 2014)Revenue from Contracts with Customers Clarifications to MFRS 15

Equity Method in Separate Financial Statements

Disclosure InitiativeRecognition of Deferred Tax Assets for Unrealised Losses

Annual Improvements to MFRS Standards 2014–2016 Cycle

Classification and Measurement of

The adoption of the above pronouncements did not have any material impact on thefinancial statements of the Group and of the Company.

The Group and the Company have not adopted the following Standards, Amendments andAnnual Improvements that have been issued but are not yet effective by the MalaysianAccounting Standards Board ("MASB").

Agriculture: Bearer Plants

Clarification of Acceptable Methods of

At the beginning of the financial year, the Group and the Company adopted the followingAmendments to MFRSs and Annual Improvements which are mandatory for the financialperiods beginning on or after 1 January 2016:

Regulatory Deferral AccountsDisclosure Initiative

Investment Entities: Applying the Consolidation ExceptionAccounting for Acquisitions of Interests in Joint Operations

Depreciation and Amortisation

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2.3 Standards issued but not yet effective (continued)

Effective for financial periods beginning on or after 1 January 2018 (continued)

Amendments to MFRS 140Annual Improvements to MFRS Standards 2014–2016 Cycle


MFRS 16 Leases

Effective date to be determined by Malaysian Accounting Standards Board

Amendments to MFRS 10 and MFRS 128

2.3.1 MFRS 15 Revenue from Contracts with Customers

Transfers of Investment Property

an Investor and its Associate or Sale or Contribution of Assets between

The Group and the Company will adopt the above mentioned standards, amendments orinterpretations, if applicable, when they become effective in the financial year beginning 1January 2017. The Directors do not expect any material impact to the financial statementsof the above pronouncements other than the three Standards described below, for whichthe effects of adoption are still being assessed:

MFRS 15 Revenue from Contracts with Customers was issued in September 2014and established a five-step model that will apply to recognition of revenue arisingfrom contracts with customers. Under this Standard, revenue is recognised at anamount that reflects the consideration to which an entity expects to be entitled inexchange for transferring goods or services to a customer. The principle of thisStandard is to provide a more structured approach to measuring and recognisingrevenue.

This Standard is applicable to all entities and will supersede all current revenuerecognition requirements under MFRS. Either a full or modified retrospectiveapplication is required for annual periods beginning on or after 1 January 2018with early adoption permitted.

Joint Venture

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2.3.2 MFRS 9 Financial Instruments

2.3.3 MFRS 16 Leases

In November 2014, the MASB issued the final version of MFRS 9 FinancialInstruments, replacing MFRS 139. This Standard makes changes to therequirements for classification and measurement, impairment and hedgeaccounting. The adoption of this Standard will have an effect on the classificationand measurement of the Group’s and of the Company’s financial assets, but noimpact on the classification and measurement of the Group’s and of the Company’sfinancial liabilities.

MFRS 9 Financial Instruments also requires impairment assessments to be basedon an expected loss model, replacing the MFRS 139 incurred loss model. Finally,MFRS 9 Financial Instruments aligns hedge accounting more closely with riskmanagement, establishes a more principle-based approach to hedge accountingand addresses inconsistencies and weaknesses in the previous model.

This Standard will come into effect on or after 1 January 2018 with early adoptionpermitted. Retrospective application is required, but comparative information isnot compulsory.

MFRS 16 will replace the existing standard on Leases, MFRS 117 when it becomeseffective.

Currently under MFRS 117, a lease is classified either as a finance lease or anoperating lease based on the extent to which risks and rewards incidental toownership of the leased asset lie with the lessor or the lessee. A lessee recognisesthe asset and liability arising from a finance lease but not an operating lease. MFRS16 eliminates the distinction between finance leases and operating leases forlessees.

Under the new standard, a lessee is required to recognise the assets and liabilitiesin respect of all leases, except for short-term leases of 12 months or less and leasesof low value assets. At the commencement of a lease, a lessee recognises a right-of-use asset and a corresponding lease liability. The lessee will be required toseparately recognise the depreciation on the right-of-use asset and interestexpense on the lease liability. Lessor accounting remained substantiallyunchanged from the current accounting under MFRS 117.

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2.4 Basis of measurement

2.5 Fundamental Accounting Concept

2.6 Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (RM), which is the Group’sand the Company’s functional currency. All financial information are presented in RM,unless otherwise stated.

The financial statements of the Group and of the Company have been prepared on thehistorical cost basis except as disclosed in the financial statements.

As at the reporting date, the Group has net liabilities of RM14,619,822 and net currentliabilities of RM14,688,559 respectively.


The ability of the Group and of the Company to continue as going concern is dependent onthe formalisation and successful implementation of the regularisation plan of the Companyto restore its financial position and achieving sustainable and viable operations.

The application of the going concern concept is based on the assumption that the Groupand the Company will be able to realise their assets and liquidate their liabilities in thenormal course of business. Should the formalisation and implementation of theregularisation plan not materialise or not approved, the application of the going concernconcept may be inappropriate and adjustments may be required to, inter alia, write downassets to their immediate realisable value, reclassify all long term assets and liabilities ascurrent and to provide for further costs which may arise.

As at the reporting date, the Company has net liabilities of RM1,798,452 and net currentliabilities of RM1,798,452 respectively.

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3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of consolidation

-

-

-

-

-

-

-

Derecognises the cumulative foreign exchange translation differences recorded inequity;

Recognises the fair value of any investment retained in the former subsidiary;Recognises any surplus or deficit in the profit or loss; andReclassifies the parent’s share of components previously recognised in othercomprehensive income ("OCI") to profit or loss or retained earnings, if required inaccordance with other MFRSs.

All of the above will be accounted for from the date when control is lost.

The accounting policies for business combination and goodwill are disclosed in Note 3.3.

The consolidated financial statements comprise the financial statements of the Companyand its subsidiaries as at 31 December 2016.

The financial statements of the Company’s subsidiaries are prepared for the samereporting date as the Company, using consistent accounting policies to like transactionsand events in similar circumstances.

Subsidiaries are consolidated using the acquisition method of accounting. Under theacquisition method of accounting, subsidiaries are fully consolidated from the date onwhich control is transferred to the Group and de-consolidated from the date that controlceases.

All intercompany balances, income and expenses and unrealized gain or loss transactionsbetween Group and subsidiary Companies are eliminated.

A change in the ownership interest of a subsidiary, without loss of control, is accounted foras an equity transaction. If the Group losses control over a subsidiary, it:

Derecognises the assets (including goodwill) and liabilities of the subsidiary attheir carrying amounts;

Recognises the fair value of the consideration received;

Derecognises the carrying amount of any non-controlling interest in the formersubsidiary;

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3. SIGNIFICANT ACCOUNTING POLICIES (continued)

3.1 Basis of consolidation (continued)

3.2 Investment in subsidiaries

3.3 Business combination and goodwill

Non-controlling interests (“NCI”) represent the portion of profit or loss and net assets insubsidiaries not owned, directly and indirectly by the Company. NCI are presentedseparately in the consolidated statements of profit or loss and other comprehensiveincome and within equity in the consolidated statement of financial position, but separatefrom parent shareholders’ equity. Total comprehensive income is allocated against theinterest of NCI, even if this results in a deficit balance. Changes in the Company owners’ownership interest in a subsidiary that do not result in a loss of control are accounted foras equity transactions. In such circumstances, the carrying amounts of the controlling andnon-controlling interests are adjusted to reflect the changes in their relative interests inthe subsidiary. Any difference between the amount by which the non-controlling interestsare adjusted and the fair value of the consideration paid or received is recognised directlyin equity and attributed to owners of the parent.

Subsidiaries are entities over which the Company has the power to govern the financialand operating policies so as to obtain benefits from their activities. The existence and effectof potential voting rights that are currently exercisable or convertible are considered whenassessing whether the Company has such power over another entity.

In the Company’s separate financial statements, investments in subsidiaries are stated atcost less impairment losses. The policy for the recognition and measurement ofimpairment losses is in accordance with Note 3.5 below. On disposal of such investments,the difference between the net disposal proceeds and their carrying amounts is recognisedin profit or loss.

Business combinations involving entities under common control are accounted for byapplying the pooling of interest method. The assets and liabilities of the combining entitiesare reflected at their carrying amounts reported in the consolidated financial statements ofthe controlling holding company. Any difference between the consideration paid and theshare capital of the “acquired” entity is reflected within equity as merger reserve. Thestatement of profit or loss and other comprehensive income reflects the results of thecombining 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 datethe entities had come under common control.

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3.3 Business combination and goodwill (continued)

All other business combinations are accounted for using the acquisition method. The costof an acquisition is measured as the aggregate of the consideration transferred measuredat fair value on the date of acquisition and the amount of any non-controlling interests inthe acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of theacquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred andincluded in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumedfor appropriate classification and designation in accordance with the contractual terms,economic circumstances and pertinent conditions as at the acquisition date. This includesthe separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, any previously held equity interest isremeasured at fair value on the date of acquisition and any resulting gain or loss isrecognised in profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fairvalue at the acquisition date. Contingent consideration classified as an asset or liability thatis a financial instrument and within the scope of MFRS 139 Financial Instruments:Recognition and Measurement, is measured at fair value with changes in fair valuerecognised in either profit or loss or as a change to OCI. If the contingent consideration isnot within the scope of MFRS 139, it is measured in accordance with the appropriate MFRS.Contingent consideration that is classified as equity is not remeasured and subsequentsettlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of theconsideration transferred and the amount recognised for non-controlling interests, andany previous interest held, over the net identifiable assets acquired and liabilities assumed.If the fair value of the net assets acquired is in excess of the aggregate considerationtransferred, the Group re-assesses whether it has correctly identified all of the assetsacquired and all of the liabilities assumed and reviews the procedures used to measure theamounts to be recognised at the acquisition date. If the reassessment still results in anexcess of the fair value of net assets acquired over the aggregate consideration transferred,then the gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairmentlosses. For the purpose of impairment testing, goodwill acquired in a business combinationis, from the acquisition date, allocated to each of the Group’s cash-generating units that areexpected to benefit from the combination, irrespective of whether other assets or liabilitiesof the acquiree are assigned to those units. The policy for the recognition andmeasurement of impairment losses is in accordance with Note 3.5.

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3.4 Property, plant and equipment

When an asset’s carrying amount is increased as a result of a revaluation, the increase isrecognised in other comprehensive income as a revaluation surplus reserve. When theasset’s carrying amount is decreased as a result of a revaluation, the decrease is recognisedin profit or loss. However, the decrease is recognised in other comprehensive income tothe extent of any credit balance existing in the revaluation surplus reserve of that asset.

Depreciation on the plant and equipment are calculated so as to write off the cost orvaluation of the assets to their residual values on a straight line basis over the expecteduseful lives of the assets, summarised as follows:

Where goodwill has been allocated to a cash-generating unit and part of the operationwithin that unit is disposed of, the goodwill associated with the disposed operation isincluded in the carrying amount of the operation when determining the gain or loss ondisposal. Goodwill disposed in these circumstances is measured based on the relativevalues of the disposed operation and the portion of the cash-generating unit retained.

Property, plant and equipment are stated at cost less accumulated depreciation andaccumulated impairment losses. The cost of an item of property, plant and equipmentinitially recognised includes its purchase price and any cost that is directly attributable tobringing the asset to the location and condition necessary for it to be capable of operatingin the manner intended by management. Cost also includes borrowing costs that aredirectly attributable to the acquisition, construction, or production of a qualifying asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separateasset, as appropriate, only when it is probable that future economic benefits associatedwith the item will flow to the Group and the Company and the cost of the item can bemeasured reliably. The carrying amount of the replaced part is derecognised. All otherrepairs and maintenance costs are charged to the profit or loss during the financial year inwhich they are incurred.

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3.4 Property, plant and equipment (continued)

Machinery and equipment 10 - 20%Motor vehicles 20%Office equipment, furniture and fittings 10 - 20%Computer equipment and software 10 - 20%Signboard 20%Renovation 10 - 20%

Depreciation of an asset begins when it is ready for its intended use.

3.5 Impairment of non-financial assets

Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at eachreporting date.

At each reporting date, the Group and the Company assess whether there is any indicationof impairment. If such indications exist, an analysis is performed to assess whether thecarrying amount of the asset is fully recoverable. A write down is made if the carryingamount exceeds the recoverable amount. See accounting policy Note 3.5 on impairment ofnon-financial assets.

For goodwill, property, plant and equipment that are not yet available for use, therecoverable amount is estimated at each financial year end or more frequently whenindicators of impairment are identified.

An asset’s recoverable amount is the higher of its fair value less costs to sell and its value inuse. For the purpose of impairment testing, assets are grouped together into the smallestgroup of assets that generates cash inflows from continuing use that are largelyindependent of the cash inflows of non-financial assets or CGUs.

The Group and the Company assess at each reporting date whether there is an indicationthat an asset may be impaired. If any such indication exists, or when an annual impairmentassessment for an asset is required, the Group and the Company make an estimate of theasset’s recoverable amount.

An item of plant and equipment is derecognised upon disposal or when no future economicbenefits are expected from its use or disposal. Gains and losses on disposals aredetermined by comparing proceeds with carrying amounts and are included in the profitor loss.

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3.5 Impairment of non-financial assets (continued)

3.6 Cash and cash equivalents

3.7 Financial assets

Cash and cash equivalents comprise cash at bank and in hand, demand deposits, and shortterm, highly liquid investments that are readily convertible to known amount of cash andwhich are subject to an insignificant risk of changes in value. These also include bankoverdrafts that form an integral part of the Group's cash management.

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

A financial asset is recognised initially, at its fair value plus, in the case of a financialinstrument not at Fair Value Through Profit or Loss ("FVTPL"), transaction costs that aredirectly attributable to the acquisition or issue of the financial asset.

Impairment losses are recognised in profit or loss except for assets that are previouslyrevalued where the revaluation was taken to other comprehensive income. In this case, theimpairment is also recognised in other comprehensive income up to the amount of anyprevious revaluation.

In assessing value in use, the estimated future cash flows expected to be generated by theassets are discounted to their present value using a pre-tax discount rate that reflectscurrent market assessments of the time value of money and the risks specific to the assets.Where the carrying amount of an asset exceeds its recoverable amount, the asset is writtendown to its recoverable amount. Impairment losses recognised in respect of a CGU orgroups of CGUs are allocated first to reduce the carrying amount of any goodwill allocatedto those units or groups of units and then, to reduce the carrying amount of the otherassets in the unit or groups of units on a pro-rata basis.

Impairment losses in respect of goodwill are not reversed. For other assets, an assessmentis made at each reporting date as to whether there is any indication that previouslyrecognised impairment losses may no longer exist or may have decreased. A previouslyrecognised impairment loss is reversed only when there has been a change in theestimates used to determine the assets recoverable amount since the last impairment losswas recognised. If that is the case, the carrying amount of that asset is increased to itsrecoverable amount. That increase cannot exceed the carrying amount that would havebeen determined, net of depreciation, if no impairment loss had been recognisedpreviously. Such reversal is recognised in profit or loss unless the asset is measured atrevalued amount, in which case the reversal is treated as a revaluation increase.

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3.7 Financial assets (continued)

3.7.1 Financial assets at FVTPL

3.7.2 HTM investments

Financial assets are classified as financial assets at FVTPL if they are held fortrading or are designated as such upon initial recognition. Financial assets areclassified as held for trading if they are acquired principally for sale in the nearterm or are derivatives that do not meet the hedge accounting criteria (includingseparated embedded derivatives).

Subsequent to initial recognition, financial assets at FVTPL are measured at fairvalue. Any gains or losses arising from changes in fair value are recognised inprofit or loss. Net gains or net losses on financial assets at FVTPL do not includeexchange differences, interest and dividend income. Exchange differences, interestand dividend income on financial assets at FVTPL are recognised separately inprofit or loss as part of other income or other losses.

Financial assets at FVTPL could be presented as current or non-current. Financialassets that are held primarily for trading purposes are presented as current,whereas financial assets that are not held primarily for trading purposes arepresented as current or non-current based on the settlement date.

The Group and the Company do not have any financial assets at FVTPL at thecurrent and previous financial year ends.

Non-derivative financial assets with fixed or determinable payments and fixedmaturities are classified as held to maturity when the Group and the Company hasthe positive intention and ability to hold them to maturity. After initialmeasurement, held to maturity investments are measured at amortised cost usingthe Effective Interest Rate ("EIR"), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs thatare an integral part of the EIR. The EIR amortisation is included as finance incomein the statement of profit or loss. The losses arising from impairment arerecognised in the statement of profit or loss as finance costs.

The Group and the Company do not have any HTM investments at the current andprevious financial year ends.

The Group and the Company determine the classification of financial assets upon initialrecognition. The categories include financial assets at Fair Value Through Profit or Loss("FVTPL"), loans and receivables, Held-To-Maturity ("HTM") investments and Available-For-Sale ("AFS") financial assets.

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3.7 Financial assets (continued)

3.7.3 Loans and receivables

3.7.4 AFS financial assets

AFS financial assets are financial assets that are designated as such or are notclassified in any of the three preceding categories.

After initial recognition, AFS financial assets are measured at fair value. Any gainsor losses from changes in fair value of the financial assets are recognised in othercomprehensive income, except that impairment losses, foreign exchange gains andlosses on monetary instruments and interest calculated using the effective interestmethod are recognised in profit or loss. The cumulative gain or loss previouslyrecognised in other comprehensive income is reclassified from equity to profit orloss as a reclassification adjustment when the financial asset is derecognised.Interest income calculated using the effective interest method is recognised inprofit or loss. Dividends on an AFS equity instrument are recognised in profit orloss when the Group's and the Company's right to receive payment is established.

The Group's and the Company's AFS financial assets comprise investment inunquoted shares. Investments in unquoted shares whose fair value cannot bereliably measured are measured at cost less impairment loss.

AFS financial assets which are not expected to be realised within 12 months afterthe financial year end are classified as non-current assets.

A financial asset is derecognised when the contractual right to receive cash flows from theasset has expired. On derecognition of a financial asset in its entirety, the differencebetween the carrying amount and the sum of the consideration received and anycumulative gain or loss that had been recognised in other comprehensive income isrecognised in profit or loss.

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

Subsequent to initial recognition, loans and receivables are measured at amortisedcost using the effective interest method. Gains and losses are recognised in profitor loss through the amortisation process and when the loans and receivables areimpaired or derecognised.

Loans and receivables are classified as current assets, except for those havingmaturity dates later than 12 months after the financial year end, these areclassified as non-current.

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3.8 Impairment of financial assets

3.8.1 Financial assets carried at amortised cost

The carrying amount of the financial asset is reduced by the impairment lossdirectly for all financial assets with the exception of trade receivables, where thecarrying amount is reduced through the use of an allowance account. When a tradereceivable becomes uncollectible, it is written off against the allowance account.

If in a subsequent period, the amount of the impairment loss decreases and thedecrease can be related objectively to an event occurring after the impairment wasrecognised, the previously recognised impairment loss is reversed to the extentthat the carrying amount of the asset does not exceed its amortised cost at thereversal date. The amount of reversal is recognised in profit or loss.

The Group and the Company assess at each reporting date whether there is any objectiveevidence that a financial asset or a group of financial assets is impaired.

An impairment exists if one or more events that has occurred since the initial recognitionof the asset (an incurred ‘loss event’), has an impact on the estimated future cash flows ofthe financial asset or the group of financial assets that can be reliably estimated. Evidenceof impairment may include indications that the debtors or a group of debtors isexperiencing significant financial difficulty, default, significant delay in payments ordelinquency in interest or principal payments, the probability that they will enterbankruptcy or other financial reorganisation and observable data indicating that there is ameasurable decrease in the estimated future cash flows, such as changes in arrears oreconomic conditions that correlate with defaults.

For financial assets carried at amortised cost, such as trade receivables, assets thatare assessed not to be impaired individually are subsequently assessed forimpairment on a collective basis based on similar risk characteristics. Objectiveevidence of impairment for a portfolio of receivables could include the Group’s andthe Company’s past experience of collecting payments, an increase in the numberof delayed payments in the portfolio past the average credit period and observablechanges in national or economic conditions that correlate with default onreceivables.

If any such evidence exists, the amount of impairment loss is measured as thedifference between the asset’s carrying amount and the present value of estimatedfuture cash flows discounted at the financial asset’s original effective interest rate.The impairment loss is recognised in profit or loss.

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3.8 Impairment of financial assets (continued)


3.9 Share capital

3.10 Financial liabilities

Financial liabilities are recognised in the statements of financial position when, and onlywhen, the Group and the Company become a party to the contractual provisions of thefinancial instrument. Financial liabilities are classified as either financial liabilities atFVTPL or other financial liabilities.

In the case of equity investments classified as available–for–sale, objectiveevidence would include a significant or prolonged decline in the fair value of theinvestment below its cost, significant financial difficulties of the issuer or obligor,and the disappearance of an active trading market.

If an AFS financial asset is impaired, an amount comprising the difference betweenits cost (net of any principal payment and amortisation or accretion) and itscurrent fair value, less any impairment loss previously recognised in profit or loss,is transferred from equity to profit or loss.

Impairment losses on AFS equity investments are not reversed in profit or loss inthe subsequent periods. Increase in fair value, if any, subsequent to impairmentloss is recognised in other comprehensive income. For AFS debt investments,impairment losses are subsequently reversed in profit or loss if an increase in thefair value of the investment can be objectively related to an event occurring afterthe recognition of the impairment loss in profit or loss.

An equity instrument is any contract that evidences a residual interest in the assets of theCompany after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributableincremental transaction costs. Dividends on ordinary shares are recognised in equity in theperiod in which they are declared.

Financial liabilities are classified according to the substance of the contractualarrangements entered into and the definitions of a financial liability.

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3.10 Financial liabilities (continued)

The measurement of financial liabilities depends on their classification as described below:

3.10.1 Financial liabilities at fair value through profit or loss

3.10.2 Financial guarantee contracts

Financial liabilities at fair value through profit or loss include financial liabilitiesheld for trading and financial liabilities designated upon initial recognition as atfair value through profit or loss.

Financial liabilities are classified as held for trading if they are acquired for thepurpose of selling in the near term. This category includes derivative financialinstruments entered into by the Group that are not designated as hedginginstruments in hedge relationships as defined by MFRS 139. Separated embeddedderivatives are also classified as held for trading unless they are designated aseffective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profitor loss are designated at the initial date of recognition, and only if the criteria inMFRS 139 are satisfied. The Group and the Company do not have any financialliabilities at FVTPL in the current and previous financial years.

A financial guarantee contract is a contract that requires the issuer to makespecified payments to reimburse the holder for a loss it incurs because a specifieddebtor fails to make payment when due. Financial guarantee contracts arerecognised initially as a liability at fair value, net of transaction costs that aredirectly attributable to the issuance of the guarantee. Subsequent to initialrecognition, the liability is measured at the higher of the best estimate of theexpenditure required to settle the present obligation at the reporting date and theamount initially recognised less cumulative amortisation.

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3.10 Financial liabilities (continued)

3.10.3

3.11 Leases

3.11.1

A financial liability is derecognised when the obligation under the liability is extinguished.

When an existing financial liability is replaced by another from the same lender onsubstantially different terms, or the terms of an existing liability are substantially modified,such an exchange or modification is treated as a derecognition of the original financialliability and the recognition of a new liability, and the difference in the respective carryingamounts is recognised in profit or loss.

Finance lease

Leases in terms of which the Group and the Company assumes substantially all therisks and rewards of ownership are classified as finance leases. Upon initialrecognition, the leased asset is measured at an amount equal to the lower of its fairvalue and the present value of the minimum lease payments. Subsequent to initialrecognition, the asset is accounted for in accordance with the accounting policyapplicable to that asset.

Minimum lease payments made under finance leases are apportioned between thefinance expense and the reduction of the outstanding liability. The finance expenseis allocated to each period during the lease term so as to produce a constantperiodic rate of interest on the remaining balance of the liability. Contingent leasepayments are accounted for by revising the minimum lease payments over theremaining term of the lease when the lease adjustment is confirmed.

Leasehold land which in substance is a finance lease is classified as property, plantand equipment.

Other financial liabilities

Other financial liabilities are recognised initially at fair value plus directlyattributable transaction costs and subsequently measured at amortised cost usingthe effective interest method.

For other financial liabilities, gains and losses are recognised in profit or loss whenthe liabilities are derecognised, and through the amortisation process.

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3.11 Leases (continued)

3.11.2

3.12 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred with anydifference between the initial fair value and proceeds (net of transaction costs) beingcharged to profit or loss at initial recognition. In subsequent periods, borrowings arestated at amortised cost using the effective interest method with the difference betweenthe initial fair value and the redemption value is recognised in the profit or loss over theperiod of the borrowings.

Profit, interest, dividends, losses and gains relating to a financial instrument, or acomponent part, classified as a liability is reported within finance cost in the profit or loss.

Borrowings are classified as current liabilities unless the Group and the Company have anunconditional right to defer settlement of the liability for at least 12 months after thefinancial position date.

Borrowing costs incurred to finance the construction of property, plant and equipment arecapitalised as part of the cost of the asset during the period of time that is required tocomplete and prepare the asset for its intended use. All other borrowing costs areexpensed.

Fees paid on the establishment of loan facilities are recognised as transaction costs of theloan to the extent that it is probable that some or all of the facility will be drawn down. Inthis case, the fee is deferred until the draw-down occurs. To the extent there is no evidencethat it is probable that some or all of the facility will be drawn down, the fee is capitalisedas a pre-payment for liquidity services and amortised over the period of the facility towhich it relates.

Operating lease

Leases, where the Group and the Company does not assume substantially all therisks and rewards of ownership are classified as operating leases and, except forproperty interest held under operating lease, the leased assets are not recognisedon the statements of financial position. Property interest held under an operatinglease, which is held to earn rental income or for capital appreciation or both, isclassified as investment property and measured using fair value model.

Payments made under operating leases are recognised in profit or loss on astraight-line basis over the term of the lease. Lease incentives received arerecognised in profit or loss as an integral part of the total lease expense, over theterm of the lease.

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3.13 Income tax

3.13.1 Current tax

3.13.2 Deferred tax

Deferred tax assets are recognised for all deductible temporary differences,unutilised tax losses and unused tax credits, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences,unutilised tax losses and unused tax credits can be utilised except where thedeferred tax asset arises from the initial recognition of an asset or liability in atransaction that, at the time of the transaction, affects neither the accounting profitnor taxable profit or loss.

The carrying amount of deferred tax assets are reviewed at each financial year endand reduced to the extent that it is no longer probable that sufficient taxable profitwill be available to allow all or part of the deferred tax assets to be utilised.

Unrecognised deferred tax assets are reassessed at each financial year end and arerecognised to the extent that it has become probable that future taxable profit willallow the deferred tax assets to be utilised.

Current tax assets and liabilities are measured at the amount expected to berecovered from or paid to the taxation authorities. The tax rates and tax laws usedto compute the amount are those that are enacted or substantively enacted by thereporting date.

Current taxes are recognised in profit or loss except to the extent that the taxrelates to items recognised outside profit or loss, either in other comprehensiveincome or directly in equity.

Deferred tax is provided using the liability method on temporary differences at thefinancial year end between the tax bases of assets and liabilities and their carryingamounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, exceptfor the deferred tax liability that arises from the initial recognition of an asset orliability in a transaction that is not a business combination and, at the time of thetransaction, affects neither the accounting profit nor taxable profit or loss.

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3.13 Income tax (continued)

3.13.2 Deferred tax (continued)

3.14 Provisions

3.15 Revenue recognition

Provisions are reviewed at each financial year end adjusted to reflect the current bestestimate. If it is no longer probable that an outflow of economic resources will be requiredto settle the obligation, the provision is reversed. If the effect of the time value of money ismaterial, provisions are discounted using a current pre-tax rate that reflects, whereappropriate, the risks specific to the liability. When discounting is used, the increase in theprovision due to the passage of time is recognised as a finance cost.

Revenue is recognised to the extent that it is probable that the economic benefits will flowto the Group and the Company and the revenue can be reliably measured. Revenue ismeasure at the fair value of consideration received or receivable.

Deferred tax assets and liabilities are measured at the tax rates that are expectedto apply to the year when the asset is realised or the liability is settled, based ontax rates and tax laws that have been enacted or substantively enacted at thefinancial year end.

Deferred tax relating to items recognised outside profit or loss is recognisedoutside profit or loss. Deferred tax items are recognised in correlation to theunderlying transaction in other comprehensive income or directly in equity anddeferred tax arising from a business combination is adjusted against goodwill onacquisition.

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

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

41





3.15 Revenue recognition (continued)

3.15.1

3.15.2 Contract income

3.15.3 Interest income

3.16 Employee benefits

3.16.1 Short term employee benefits

3.16.2 Defined contribution plans

Sale of goods and services

Revenue from sales of goods is recognised when the significant risks and rewardsof ownerships of the goods have been transferred to the buyer. Revenue ismeasured at the fair value of the consideration received or receivables, net ofdiscounts and taxes applicable to the revenue. Revenue from services is recognised upon services rendered.

Revenue from contract income is recognised based on percentage of completionmethod over the period of contract for all systems integration projects where afixed contract sum has been agreed upfront. Full provision is made for foreseeablelosses, if any.

Interest income is recognised as it accrues, taking into account the principaloutstanding and the effective rate over period of maturity.

Wages, salaries, social security contributions, paid annual leave, paid sick leave,bonuses and non-monetary benefits are recognised as expense in the financialyear in which the associated services are rendered by employees of the Group andthe Company. Short term accumulating compensated absences such as paid annualleave are recognised when services are rendered by employees that increase theirentitlement to future compensated absences. Short term non-accumulatingcompensated absences such as sick leave are recognised when the absences occur.

Defined contribution plans are post-employment benefits plans under which theGroup and the Company pays fixed contributions into separate entities or fundsand will have no legal or constructive obligation to pay further contributions if anyof the funds do not hold sufficient assets to pay all employee benefits relating toemployee services in the current and preceding financial years. The contributionsare charged as an expense in the financial year in which the employees rendertheir services. As required by law, the Group and the Company make suchcontributions to the Employees Provident Fund (“EPF”).

42





3.17 Foreign currency

3.17.1 Functional and presentation currency

3.17.2 Foreign currency transactions

3.18 Segment reporting

Transactions in currencies other than the Group’s and the Company’s functionalcurrency (“foreign currencies”) are recorded in the functional currency using theexchange rates prevailing at the dates of the transactions. At each reporting date,monetary items denominated in foreign currencies are translated at the ratesprevailing on the reporting date. Non-monetary items carried at fair value that aredenominated in foreign currencies are translated at the rates prevailing on thedate when the fair value was determined. Non-monetary items that are measuredin terms of historical cost in a foreign currency are not translated. Exchangedifferences arising on the settlement of monetary items, and on the translation ofmonetary items, are included in profit or loss for the period. Exchange differencesarising on the translation of non-monetary items carried at fair value are includedin profit or loss for the period except for the differences arising on the translationof non-monetary items in respect of which gains and losses are recognised directlyin equity.

An operating segment is a component of the Group that engages in business activities fromwhich it may earn revenues and incur expenses, including revenues and expenses thatrelate to transactions with any of the Group’s other components. An operating segment’soperating results are reviewed regularly by the chief operating decision maker to makedecisions about resources to be allocated to the segment and assess its performance, andfor which discrete financial information is available. Additional disclosures on each ofthese segments are disclosed in Note 26, including the factors used to identify thereportable segments and the measurement basis of segment information.

The financial statements of the Group and of the Company are measured using thecurrency of the primary economic environment in which the Group and theCompany operate (“the functional currency”). The consolidated financialstatements are presented in Ringgit Malaysia (“RM”), which is also the Group’s andthe Company’s functional currency.

43





3.19 Contingent liabilities

3.20 Related parties

A party is related to an entity if:-

(i)-

-

-(ii)(iii)(iv)(v)

(vi)

(vii)

Where it is not probable that an outflow of economic benefits will be required, or theamount cannot be estimated reliably, the obligation is not recognised in the statements offinancial position and is disclosed as a contingent liability, unless the probability of outflowof economic benefits is remote. Possible obligations, whose existence will only beconfirmed by the occurrence or non-occurrence of one or more future events, are alsodisclosed as contingent liabilities unless the probability of outflow of economic benefits isremote.

Contingent liabilities and assets are not recognised in the statements of financial positionof the Group and of the Company in the current and previous financial year ends.

controls, is controlled by, or is under common control with, the entity (thisincludes parents, subsidiaries and fellow subsidiaries);

has joint control over the entity;

the party is a member of the key management personnel of the entity or its parent;

the party is an entity that is controlled, joint controlled or significantly influencedby, or for which significant voting power in such entity resides with, directly orindirectly, any individual referred to in (iv) or (v); orthe party is a post-employment benefit plan for the benefit of employees of theentity, or of any entity that is a related party of the entity.

Close members of the family of an individual are those family members who may beexpected to influence, or be influenced by, that individual in their dealings with entity.

directly, or indirectly through one or more intermediaries, the party:-

the party is an associated of the entity;the party is a joint venture in which the entity is a venturer;

the party is a closed member of the family of any individual referred to in (i) or(iv);

has an interest in the entity that gives it significant influence over the entity;or

44





3.21 Fair value measurement

3.22 Earnings per ordinary share

For assets and liabilities that are recognised in the financial statements on a recurringbasis, the Group and the Company determine whether transfers have occurred betweenlevels in the hierarchy by re-assessing categorisation (based on the lowest level input thatis significant to the fair value measurement as a whole) at the financial year end.

The Group presents basic and diluted earnings per share data for its ordinary shares(“EPS”).

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholdersof the Company by the weighted average number of ordinary shares outstanding duringthe period, adjusted for own shares held.

Fair value is the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between market participants at the measurement date. The fairvalue measurement is based on the presumption that the transaction to sell the asset ortransfer the liability takes place either in the principal market for the asset or liability or inthe absence of a principal market, in the most advantageous market for the asset orliability. The principal or the most advantageous market must be accessible by the Groupand the Company.

The fair value of an asset or a liability is measured using the assumptions that marketparticipants act in their economic best interest when pricing the asset or liability.

The Group and the Company use valuation techniques that are appropriate in thecircumstances and for which sufficient data are available to measure fair value, maximisingthe use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financialstatements are categorised within the fair value hierarchy based on the lowest level inputthat is significant to the fair value measurement as a whole.

45




4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

4.1

4.2 Key sources of estimation uncertainty

4.2.1 Depreciation of plant and equipment

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

In the process of applying the Group's accounting policies, there were no criticaljudgements made by management on the amounts recognised in the consolidated financialstatements.

The key assumptions concerning the future and other key sources of estimationuncertainty at the reporting date, that have a significant risk of causing a materialadjustment to the carrying amounts of assets and liabilities within the next financial year,are described below. The Group based its assumptions and estimates on parametersavailable when the consolidated financial statements were prepared. Existingcircumstances and assumptions about future developments, however, may change due tomarket changes or circumstances arising that are beyond the control of the Group. Suchchanges are reflected in the assumptions when they occur.

The cost of plant and equipment is depreciated on a straight-line basis over theasset’s estimated economic useful lives. Management estimates the useful lives ofthese plant and equipment to be within a range of 5 to 10 years. These arecommon life expectancies applied in this industry.

Changes in the expected level of usage and technological developments couldimpact the economic useful lives and the residual values of these assets andtherefore future depreciation charges could be revised. The carrying amount of theGroup's and the Company’s plant and equipment at the reporting date is disclosedin Note 5.

Judgements made in applying accounting policies

46




4.

4.2 Key sources of estimation uncertainty (continued)

4.2.2 Deferred tax assets

4.2.3 Income taxes

4.2.4

4.2.5 Impairment of non-financial assets

Impairment of trade and other receivables

The Group makes impairment of receivables based on an assessment of therecoverability of receivables. Impairment is applied to receivables where events orchanges in circumstances indicate that the carrying amounts may not berecoverable. Management specifically analyses historical bad debt, customerconcentration, customer creditworthiness, current economic trends and changesin customer payment terms when making a judgement to evaluate the adequacy ofimpairment of receivables. Where expectations differ from the original estimates,the differences would impact the carrying amount of receivables.

When recoverable amount of an asset is determined based on the estimate of thevalue-in-use of the cash generating unit to which the asset is allocated, themanagement is required to make an estimate of the expected future cash flowsfrom the cash generating unit and also to apply a suitable discount rate in order todetermine the present value of those cash flows.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)

Deferred tax assets are recognised for all unused tax losses, unabsorbed capitalallowances and other deductible temporary differences to the extent that it isprobable that future taxable profits would be available against which the taxlosses, capital allowances and other deductible temporary differences could beutilised. Significant management judgement is required to determine the amountof deferred tax assets that could be recognised, based on the likely timing andextent of future taxable profits together with future tax planning strategies. Totalcarrying value of unrecognised tax losses, unabsorbed capital allowances andother taxable temporary differences of the Group and the Company are disclosedin Note 8.

There are certain transactions and computations for which the ultimate taxdetermination may be different from the initial estimate. The Group and theCompany recognised tax liabilities based on its understanding of the prevailing taxlaws and estimates of whether such taxes will be due in the ordinary course ofbusiness. Where the final outcome of these matters is different from the amountsthat were initially recognised, such difference will impact the income tax anddeferred tax provisions in the year in which such determination is made.

47




4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)


4.2.5 Impairment of non-financial assets (continued)

In applying the classification of leases in MFRS 117, the management considers itsleases of motor vehicles as finance lease arrangement. In some cases, thetransaction is not always conclusive, and the management uses judgement indetermining whether the lease is a finance lease arrangement that transferssubstantially all the risks and rewards incidental to ownership.

48

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51




5. PROPERTY, PLANT AND EQUIPMENT (continued)

a)

6. INVESTMENT IN SUBSIDIARY COMPANIES

2016 2015RM RM

Unquoted shares, at cost 21,900,000 21,900,000

Less: Accumulated impairmentAt beginning of the financial year 21,889,968 2,000,000 Impairment losses recognised during the financial year 10,032 19,889,968 At end of the financial year 21,900,000 21,889,968

Carrying amount - 10,032

The subsidiary companies, which are incorporated in Malaysia, are as follows:-

2015

100% Malaysia Ceased operations

100% Anguilla Ceased operations

60% Malaysia

Subsidiary company of Planet Wireless Holdings Limited

100% Malaysia Ceased Operations100%

Company

The written off of property, plant and equipment in previous financial year are due to thoseassets have been stolen.

In the opinion of the directors, the impairment loss on investment in subsidiary companies havebeen recognised due to net assets of the subsidiary companies are lower than the cost ofinvestment.

Planet Wireless Holdings Limited *

Wintoni Engineering Sdn. Bhd. #

Planet Wireless Sdn. Bhd. *

Engaged in trading andconsulting services ofcomputer software andhardware

Name of subsidiaries

Country of incorporation

100%

100%

Syscomp Technology Sdn. Bhd. @

Principal activities

60%

Effective equity interest2016

52




6. INVESTMENT IN SUBSIDIARY COMPANIES (continued)

#*@

7. NON-CONTROLLING INTEREST IN A SUBSIDIARY COMPANY

2016 2015

40% 40%

(71,405) 6,688 Loss allocated to non-controlling interest (RM) (78,093) (78,338)

2016 2015RM RM

Summary of financial positionNon-current assets 68,737 11,602 Current assets 81,141 192,946 Current liabilities (328,391) (187,828) Net assets (178,513) 16,720

Summary of financial performanceLoss/Total comprehensive loss for the financial year 195,233 172,376 Included in the total comprehensive income is:-Revenue 241,436 1,942,208

Summary of cash flowsNet cash outflow from operating activities (41,663) (107,524) Net cash outflow from investing activities (1,100) (12,397) Net cash inflow from financing activities - 220,000

(42,763) 100,079

Financial statement with disclaimer of opinion.

The summary of financial information before intra-group elimination for the Group's subsidiarycompany that have material non-controlling interest is as below:-

Syscomp

The Group's subsidiary company that have material non-controlling interest are as follows:-

interest (RM)

Syscomp

and voting interest (%)

Unaudited management account were used for consolidation purpose.Not audited by CAS Malaysia Plt.

Percentage of ownership interest

Carrying amount of non-controlling

53




8. DEFERRED TAXATION

The following are the movements of deferred tax assets and liabilities (before offsetting):

2016 2015 2016 2015RM RM RM RM

Unutilised tax lossesAt beginning of the financial year - - - - Charged to profit or loss 60,000 - - - At end of the financial year 60,000 - - -

Other temporary differenceAt beginning of the financial year - - - - Charged to profit or loss 1,000 - - - At end of the financial year 1,000 - - -

Deferred tax assets 59,000 - - -

Deferred tax assets not recognised

2016 2015 2016 2015RM RM RM RM

222,000 222,000 99,000 99,000 Unutilised tax losses 7,389,229 2,669,000 1,144,488 651,000

- (30,000) - (2,000)

7,611,229 2,861,000 1,243,488 748,000

Unrecognised deferred tax assets at 24% (2015: 25%) 1,826,695 686,640 298,437 187,000

Group Company

Deferred tax assets and liabilities are offset when the Company has a legally enforceable right toset off current tax assets against current liabilities and deferred tax relate to income taxes leviedby the same taxation authority on the same taxable entity. The amount of deferred tax assets, afterappropriate offsetting, are included in the statement of financial position, as above.

Unabsorbed capital allowances

Other temporary differences

The unabsorbed capital allowances and unutilised tax losses do not expire under current taxlegislation. Deferred tax assets have not been recognised in respect of these items because it is notprobable that future taxable profits will be available against which the Group and the Companycan utilise the benefits. The unabsorbed capital allowances and unutilised tax losses are subject tothe agreement of the tax authorities.

Deferred tax assets have not been recognised in respect of the following items:

Group Company

54




9. TRADE RECEIVABLES

2016 2015RM RM

559,055 586,955 (539,613) (539,613)

Trade receivables - net 19,442 47,342

Movement in the allowance for impairment losses

2016 2015RM RM

At beginning of the financial year 539,613 535,913 Impairment losses recognised - 429,487 Allowance written off - (10,400) Addition through acquisition of a subsidiary company - 480 Disposal of subsidiary companies - (446,504) Translation differences - 30,637 At end of the financial year 539,613 539,613

Based on the Group’s and the Company's historical collection experience, the amounts of tradereceivables presented on the statements of financial position represent the amount exposed tocredit risk. The management believes that no additional credit risk beyond the amounts providedfor collection losses is inherent in the net trade receivables.

Group

The allowance for impairment losses of trade receivables are those trade receivables that areindividually impaired. These trade receivables are in significant difficulties and have defaulted onpayments. They are not secured by any collateral or credit enhancement.

Group

Less: Allowance for impairment lossTrade receivables - gross

The allowance account in respect of the trade receivables are used to record impairment losses.The creation and release of allowance for impaired receivables have been included in ‘otheroperating expenses’ in the profit or loss. Unless the Group is satisfied that recovery of the amountis possible, then the amount considered irrecoverable is written off against the receivable directly.

The movement in the allowance for impairment losses of trade receivables during the financialyear are as follows:

55




9. TRADE RECEIVABLES (continued)

The ageing analysis of the Group’s and of the Company’s trade receivables are as follow:

2016 2015RM RM

Neither past due nor impaired 12,130 37,675 Past due 1 - 30 days 2,082 891 Past due 31 - 60 days 3,299 1,251 Past due more than 60 days 541,544 547,138

559,055 586,955 Receivables past due and impaired (539,613) (539,613)

19,442 47,342

Receivables that are neither past due nor impaired

Receivables that are past due but not impaired

The maximum exposure of credit risk at the reporting date is the carrying value of receivablesmentioned above. The Group does not hold any collateral as security.

As at 31 December 2016, the Group and the Company has trade receivables amounting toRM7,312 (2015: RM9,667) that are past due at the reporting date but not impaired. Tradereceivables that are past due but not impaired relate to customers that have no expectation ofdefault based on historical dealings with the Group. Based on past experience and no adverseinformation to date, the Directors of the Group are of the opinion that no allowance forimpairment is necessary in respect of these balances as there has not been a significant change inthe credit quality and the balances are still considered to be fully recoverable.

Group

The Group’s normal trade credit term is within 30 days (2015: 30 to 90 days). Other credit termsare assessed and approved on a case by case basis.

Trade receivables that are neither past due nor impaired relate to customers for whom there areno default and considered to be creditworthy and able to settle their debts. None of the Group’sand the Company trade receivables that are neither past due nor impaired have been renegotiatedduring the financial year.

56




10. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

2016 2015 2016 2015RM RM RM RM

Other receivables - gross 274,751 273,654 270,000 270,000 Less: Impairment loss As at 1 December - 837,135 - - Additions 270,000 - 270,000 - Disposal of subsidiaries companies - (837,135) - - As at 31 December 270,000 - 270,000 - Other receivables - net 4,751 273,654 - 270,000

Deposits - gross 8,932 47,192 2,432 2,432

Prepayments 32,467 36,245 30,000 30,000 Less: Written off (30,000) - (30,000) -

2,467 36,245 - 30,000

16,150 357,091 2,432 302,432

Group

Other receivables that are impaired at the previous reporting date relate to non-trade receivablesthat are in significant financial difficulties and have defaulted on payment.

Company

57




11. SHARE CAPITAL

Ordinary shares of RM0.10 each

Authorised:Balance at the beginning and end of the financial year

Balance at the beginning and end of the financial year

Issued and fully paid:

the financial year

the financial year

12. SHARE PREMIUM

Share premium represents the excess of the consideration received over the nominal value ofshares issued by the Company. It is not to be distributed by way of cash dividends and itsutilisation shall be in the manner as set out in Section 60(3) of the Companies Act, 1965.

25,650,000

2016 2015

Number of shares (units)

RM

500,000,000 500,000,000

2016 2015

Balance at the beginning and end of 25,650,000

2015RM

513,000,000

RM RM

The holders of ordinary shares are entitled to receive dividends as and when declared by theCompany. All ordinary shares carry one vote per share without restriction and rank equally withregards to the Company’s residual assets.

2016

2015Number of shares (units)

10,000,000,000 10,000,000,000

Group and Company2016

Group and Company

513,000,000Balance at the beginning and end of

58




13. Reserves

2016 2015 2016 2015RM RM RM RM

2,607,050 3,280,690 - - 1,080,000 1,080,000 1,080,000 1,080,000

(1,080,000) (1,080,000) (1,080,000) (1,080,000) 17,456,580 17,456,580 17,456,580 17,456,580 (5,500,000) (5,500,000) - - 14,563,630 15,237,270 17,456,580 17,456,580

Capital reserveCapital reserve arising from the par value reduction.

Other reserve

14. ACCUMULATED LOSSES

Non distributable:-

Total reservesOther reserve

Group Company

Capital reserve Discount on sharesWarrants reserve

As at 31 December 2015 and 31 December 2016, 216,000,000 warrants remained unexercised.

The theoretical fair value of the warrants was computed using the Black-Scholes Option PricingModel at approximately RM0.005 per warrant. The fair value allocated to the warrant reserve isderived by a proportionate basis. The discount on shares is a reserve account that is created topreserve the par value of the ordinary shares.

Each warrant entitles its registered holder to subscribe for one (1) new ordinary share in theCompany at an exercised price of RM0.10 per share subject to adjustments in accordance with theprovisions of the deed poll, at any time within 5 years from the date of issue of the warrant. Thelast date to exercise the warrant rights is 23 February 2019.

Exchange fluctuation reserve


Warrant reserve and discount on shares

The exchange fluctuation reserve is in respect of foreign exchange differences arising from thetranslation of financial statements of the foreign subsidiary companies.

The Group and the Company are in an accumulated losses position as at reporting date.

Other reserve relates to fair value adjustment to the shares issued for the acquisition of subsidiarycompanies.

59




15. TRADE AND OTHER PAYABLES

2016 2015 2016 2015RM RM RM RM

12,470,064 7,600,160 - -

Add:Other payables 904,951 893,856 789,473 789,473 Accruals 713,665 155,244 648,488 67,500 Amount due to related parties 680,085 444,718 374,025 374,025

2,298,701 1,493,818 1,811,986 1,230,998

14,768,765 9,093,978 1,811,986 1,230,998

16. FINANCE LEASE LIABILITY

2016 2015RM RM

Current liabilitySecuredFinance lease liability - 13,743

- 13,743

(a) Finance lease liability

2016 2015RM RM

Minimum lease payment- 13,896

Future finance charges on finance lease - (153) Present value of finance lease liability - 13,743

Trade payables

The amount due to related parties are due to Directors of subsidiary companies which areunsecured, non-interest bearing and is repayable on demand.

Group

amortised costs

Group

- Not later than one year

Company

The trade payables are non-interest bearing and the normal trade credit terms received by theGroup range from 30 to 90 days (2015: 30 to 90 days).

Total financial liabilities carrying at

The effective interest rate for the previous financial year is 2.48% per annum.

Group

60




16. FINANCE LEASE LIABILITY (continued)

Present value of finance lease is analysed as follows:

2016 2015RM RM

Current liability- 13,743

17. REVENUE

2016 2015RM RM

Contract revenue - 1,837,195 Services revenue 241,436 3,347,413 Trading - 212,614

241,436 5,397,222

18. FINANCE COSTS

2016 2015RM RM

Interest expenses on:Finance leases - 517

- 517

19. LOSS BEFORE TAXATION

2016 2015 2016 2015RM RM RM RM

Loss before taxation is arrived at after charging/(crediting):

Auditors' remuneration:- statutory audit 65,000 32,667 52,000 17,000 - special audit - 5,000 - 5,000 - non-audit services 5,000 4,000 5,000 4,000 Bad debts written off - 9,190 - -

Group

Group

Group

Group

Company

- Not later than one year

61




19. PROFIT BEFORE TAXATION (continued)

2016 2015 2016 2015RM RM RM RM

Depreciation of property, plant and equipment 2,965 4,527,921 - - Impairment loss on trade receivables - 429,487 - - Impairment loss on investment in subsidiary companies - - 10,032 19,889,968 Impairment loss on amount due from subsidiary companies - - - 14,294,186 Impairment loss on goodwill - 5,272,462 - - Impairment loss on other receivable 270,000 - 270,000 - Interest expense - 517 - - (Gain)/Loss on disposal of subsidiary companies - (2,432,364) - 16,428,762 Plant and equipment written off - 35,925,026 - 3,434 Realised loss on foreign exchange - 477,216 - - Rental Expenses - 57,900 - - Director remunerations (Note22) 98,262 451,209 - 262,680 Staff cost (Note 21) - 227,379 - 106,098 Unrealised loss on foreign exchange - 270,333 - - Interest income - (671) - -

20. TAXATION

2016 2015RM RM

Income taxationProvision for current financial year - 14,700 Overprovision in the previous financial year (5,719) -

(5,719) 14,700 Deferred TaxationRecognised in the income statement (59,000) - Tax (credit)/expenses for the current financial year (64,719) 14,700

The reconciliation of income tax expense applicable to the loss before taxation at the statutory taxrate to income tax expense at the effective tax rate of the Group and of the Company is as follows:

Group

Domestic current income tax is calculated at the statutory tax rate of 24% (2015: 25%) of theestimated assessable loss for the year.

Group

Company

62




20. TAXATION (continued)

2016 2015 2016 2015RM RM RM RM

Loss before taxation (5,408,264) (56,894,437) (891,986) (51,489,002)

Tax at the statutory tax rate of 24% (2015: 25%) (1,297,983) (14,223,609) (214,077) (12,872,250) Non-deductible expenses 109,581 14,305,879 95,640 12,939,820 Non-taxable income (3,451) (67,570) - (67,570) Change in income tax rate (16,291) - 7,000 - Deferred taxation not recognised 1,149,144 - 111,437 - Overprovision of income tax in the previous financial year (5,719) - - - Tax (credit)/expenses for the current financial year (64,719) 14,700 - -

21. EMPLOYEES BENEFIT EXPENSES

2016 2015 2016 2015RM RM RM RM

Staff cost - 227,379 - 106,098

2016 2015 2016 2015RM RM RM RM

Key Management Personnel: Remuneration - 59,500 - -

Staff costs: Defined contribution plan - 46,421 - 20,251

- 105,921 - 20,251

Group

Group

Company

Company

Group Company

Employees benefit expenses including the aggregate amount of emoluments received andreceivable by key management personnel of the Group and of the Company during the financialyear, as follows:

63




22. DIRECTORS' REMUNERATIONS

2016 2015 2016 2015RM RM RM RM

Previous Executive Directors:Remuneration - 247,100 - 64,000 Defined Contribution plan - 13,109 - 7,680 Fees - 106,000 - 106,000

Executive Directors:Remuneration 85,900 - - - Defined Contribution plan 12,362 - - -

Previous Non-Executive Directors:Fees - 85,000 - 85,000

98,262 451,209 - 262,680

23. LOSS PER SHARE

(a) Basic loss per ordinary share

2016 2015

Loss attributable to owner (RM) (5,265,452) (56,830,799)

Weighted average number of ordinary shares ('000) 513,000 513,000

Basic losses per ordinary share (sen) (1.03) (11.08)

(b) Diluted earnings per ordinary share

No diluted earnings per share is presented as the effect is anti-dilutive.

The calculation of basic losses per ordinary share at 31 December 2016 is based on thelosses attributable to ordinary shareholders and divided by weighted average number ofordinary shares outstanding, calculated as follows:

For the warrant-in-issue, a calculation is done to determine the number of shares that couldhave been acquired at market price (determined based on the average annual share price ofthe Company’s shares) based on the monetary value of the subscriptions rights attached tooutstanding warrant-in-issue. The calculation serves to determine the “unpurchased”shares to be added to the weighted average number of ordinary shares outstanding for thepurposes of computing the diluted earnings per share.

CompanyGroup

Group

64




24. RELATED PARTY DISCLOSURES

(a)

2016 2015RM RM

SubsidiariesRental paid to a Director of a subsidiary company - 3,500

(b)

(c)

25. RENTAL COMMITMENTS

2016 2015RM RM

- 138,840 - 201,400 - 340,240

In addition to the information detailed elsewhere in the financial statements, the Companycarried out the following transactions with its related parties during the financial year:

Company

The key management personnel comprised mainly Executive Directors of the Companywhose remuneration are disclosed in Note 21 and 22.

The outstanding balances arising from related party transactions as at the reporting dateare disclosed in Note 15 to the financial statements.

Later than one year but not later than five yearNot later than one year

Group

Minimum rental payable in the future and not provided for in the financial statements is as follow:-

65




26. SEGMENT INFORMATION

The Group comprises the following main business segments:

Solution Provider

Mobile Application Gateway

General Trading

Others

Management monitors the operating results to its business units separately for the purpose ofmaking decisions about resources allocation and performance assessment. Segment performanceis evaluated based on operating profit or loss which, in certain respects as explained in the tablebelow, is measured differently from operating profit or loss in the consolidated financialstatements.

Transfer prices between operating segments are on a negotiated basis in a manner similar totransactions with third parties.

Segment assets principally comprise all assets. The Group's segments' assets exclude income taxassets, assets from defined pension benefit plans and other post-employment benefit plans andcertain financial assets (including liquidity).

The Board of Directors is the Group’s chief operating decision maker. For management purposes,the segment information is presented in respect of the Group’s business segments. The primaryformat, business segment, is based on the Group’s management and internal reporting structure.No geographical segmental information is presented as the business segments are principallyoperated in Malaysia only.

Solution provider, system designer of automotive systems and high-end automotive system.

Segment revenues, expenses and result included transfers between segments. The prices chargedon intersegment transactions are at an arm’s length transactions and not materially different forsimilar goods to parties outside of the economic entity. These transfers are eliminated onconsolidation.

Other business segment.

Provision for mobile application gateway and mobile internetplatform services.

General trading.

Segment liabilities principally comprise all liabilities. The Group's segments' liabilities excludeincome tax liabilities, liabilities from defined pension benefit plans and other post-employmentbenefit plans and certain financial liabilities (including financing liabilities).

For the financial year 31 December 2016, revenue wholly generated from Syscomp TechnologySdn Bhd, therefore, segmental report is not necessary.

66

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26.

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26.1

Bus

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Segm

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pro

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A

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Gen

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G

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Pro

vide

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radi

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Elim

inat

ion

sT

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RM

RM

RM

RM

RM

RM

Rev

enue

Exte

rnal

rev

enue

-

-

-

-

-

-

Res

ults

Segm

ent r

esul

ts

(e

xter

nal)

-

-

-

-

-

-

Im

pair

men

t los

s on

good

will

-

-

-

-

-

-

Fi

nanc

e in

com

e-

-

-

-

-

-

Fina

nce

cost

s-

-

-

-

-

-

Prof

it b

efor

e ta

xati

on-

-

-

-

-

-

Inco

me

tax

expe

nses

-

Pr

ofit

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er ta

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on-

-

-

-

-

-

2016

67

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26.1

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RM

RM

RM

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Dep

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-

-

-

-

-

-

2016

(co

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68

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RM

RM

RM

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Rev

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rev

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1,83

7,19

5

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2,61

4

-

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5,

397,

222

Res

ults

Segm

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esul

ts

(e

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(4,7

87,1

91)

(5

0,51

9,50

1)

(185

,871

)

(51,

489,

002)

50

,086

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(5

6,89

4,59

1)

Fina

nce

inco

me

-

63

2

39

-

-

671

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cost

s-

(517

)

-

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(5

17)

Prof

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,787

,191

)

(50,

519,

386)

(1

85,8

32)

(5

1,48

9,00

2)

50,0

86,9

74

(56,

894,

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(1

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(1

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0)

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,787

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)

(50,

519,

386)

(2

00,5

32)

(5

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9,00

2)

50,0

86,9

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(56,

909,

137)

N

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inte

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s-

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(7

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(7

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(4,7

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(5

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(122

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)

(51,

489,

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50

,086

,974

(5

6,83

0,79

9)

2015

69

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Ass

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non

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26,5

45

20

8,03

9

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2

(10,

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54

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24,1

43,1

52

38

5,91

3

1,

230,

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608,

342)

9,15

1,72

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(4

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(333

)

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2,62

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(9,3

49)

(5

0,61

6,35

0)

50,0

86,9

74

(39,

951,

350)

70




26. SEGMENT INFORMATION (continued)

26.2

2016 2015 2016 2015RM RM RM RM

Malaysia* 241,436 175,848 9,737 11,602 PRC - 1,295,341 - - Indonesia - 3,860,998 - - Other^ - 65,035 - -

241,436 5,397,222 9,737 11,602

* ^

2016 2015RM RM

Property, plant and equipment 9,737 11,602

26.3

Geographical segment

Information about major customer

The Group’s revenue and non-current assets information based on geographical location areas follows:-

Company's home countryOther contain countries with no individually revenue that more than 10% of thetotal consolidated revenue.

Non-current assets information presented above consist of the following item as presentedin the consolidated statement of financial position:-

Revenue Non-current assets

During the financial year, no major customer with revenue equal to or more than 10% of theGroup revenue.

71




27. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

27.1

27.2 Credit risk

(a)

RM %2016

- -

201529,668 63

Interest rate risk

The Group and the Company is not exposed to interest rate risk on the interest bearingfinancial liabilities as these financial liabilities are carried at fixed rate and measured atamortised cost. As such, sensitivity analysis is not disclosed.

Interest rate risk is the risk that the fair value or future cash flows of the Group's and of theCompany's financial instruments will fluctuate because of the changes in market interestrates. The Group’s and the Company's exposure to interest rate risk arises mainly frominterest-bearing financial assets and liabilities.

The main areas of the financial risks faced by the Group and the Company and the policy in respectof the major areas of treasury activity are set out as follows:

The exposure of credit risk for trade receivables by customer is as follows:

Credit risk is the risk of loss that may arise on outstanding financial instruments should acounterparty default on its obligations. The Group's and the Company's exposure to creditrisk mainly arises from its receivables. For bank balances, the Group and the Companyminimises credit risk by dealing exclusively with reputable financial institution.

Credit risk is minimised by monitoring the financial standing of the debtors on anongoing concern basis. The maximum credit risk is disclosed in Note 9 to thefinancial statements, representing the carrying amount of the trade receivablesrecognised on the statements of financial position.

Trade receivables

The Group’s and the Company's financial risk management policy seeks to ensure that adequatefinancial resources are available for the development of the Group's and the Company’s businesseswhilst managing its risks.

Group

Top 3 customers

Top 3 customers

72




27. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

27.3 Foreign currency risk

The management deemed the risk to be negligible as the said balances are immaterial.

27.4 Liquidity and cash flow risk

The Group and the Company manages liquidity risk by maintaining sufficient cash. Inaddition, the Group and the Company maintains bank facilities such as working capital linesdeemed adequate by the management to ensure it will have sufficient liquidity to meet itsliabilities when they fall due.

The following table sets out the maturity profile of the financial liabilities as at the end of thereporting period based on contractual undiscounted cash flows.

Liquidity risk is the risk that the Group and the Company will encounter difficulty in meetingfinancial obligations due to shortage of funds. The Group's and the Company's exposure toliquidity risk arises primarily from mismatches of the maturities of financial assets andliabilities.

The Company is also exposed to currency risk arising from its net investment in foreignsubsidiary companies. The investments are not hedged because the investments areconsidered to be long term in nature.

Foreign currency exposures in transactional currencies other than functional currencies arekept to an acceptable level. The Group and the Company has not entered into any derivativefinancial instruments such as forward foreign exchange contracts.

The Group and the Company are not significantly exposed to foreign currency risk as themajority of the Group’s transactions, assets and liabilities are denominated in RinggitMalaysia. The currencies giving rise to this risk are primarily United States Dollar (“USD”),Euro Dollar (“EURO”), Ren Min Bi ('"RMB") and Indonesia Rupiah ("IDR").

73

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b

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N

ot la

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than

1 y

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5 ye

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68,7

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14

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-

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600,

160

-

7,

600,

160

7,60

0,16

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-

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s 1,

493,

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-

1,

493,

818

1,49

3,81

8

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-

Fi

nanc

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ase

liabi

lity

13,7

43

2.

48%

13,8

96

13

,896

-

-

9,

107,

721

9,10

7,87

4

9,

107,

874

-

-

2016

2015

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cash

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than

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ear

5 ye

ars

5 ye

ars

Com

pan

yR

MR

MR

MR

MR

M

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1,81

1,98

6

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1,81

1,98

6

1,

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-

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1,23

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8

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1,23

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8

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230,

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-

-

2016

2015

75





27.5 Classification of financial instruments

2016 2015 2016 2015Financial assets RM RM RM RM

Loans and receivablesTrade receivables 19,442 47,342 - - Other receivables 4,751 273,654 - 270,000 Cash and bank balances 73,294 133,049 11,102 12,068

97,487 454,045 11,102 282,068

2016 2015 2016 2015Financial liabilities RM RM RM RM

Other financial liabilitiesTrade payables 12,470,064 7,600,160 - - Other payables 904,951 893,856 789,473 789,473 Finance lease liabilities - 13,743 - -

13,375,015 8,507,759 789,473 789,473

27.6 Fair value of financial instruments

CompanyGroup

Company

It was not practicable to estimate the fair value of the Group’s and the Company's investmentin unquoted shares due to the lack of comparable quoted market prices and the inability toestimate fair value without incurring excessive costs.

The carrying amounts of cash and cash equivalents, short term receivables and payablesapproximate fair values due to the relatively short term nature of these financialinstruments.

Group

The table below analyses financial instruments that are not carried at fair value and whosecarrying amounts are reasonable approximation of fair value.

76





27.6 Fair value of financial instruments (continued)

Group

Level 1 Level 2 Level 3 Total2016 RM RM RM RM

Financial liabilitiesFinance lease liability - - - -

- - - -

2015

Financial liabilitiesFinance lease liability - - 13,743 13,743

- - 13,743 13,743

Policy on transfer between levels

Level 1 fair value

Level 2 fair value

Transfer between Level 1 and Level 2 fair values

Level 3 fair value

Level 3 fair value is estimated using unobservable inputs for the financial assets or liabilities.

Level 1 fair value is derived from quoted price (unadjusted) in active markets for identicalfinancial assets or liabilities that the entity can access at the measurement date.

Level 2 fair value is estimated using inputs other than quoted prices included within Level 1that are observable for the financial assets or liabilities, either directly or indirectly.

There has been no transfer between Level 1 and 2 fair values during the financial year (2015:no transfer in either directions).

Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of

fair value

The fair value of an asset or liability to be transferred between levels is determined as of thedate of the event or change in circumstances that caused the transfer.

77






Amount due from a subsidiary company, loan and borrowings

2016 2015% %

Finance lease liabilities - 2.48

28. CAPITAL MANAGEMENT

The fair value of these financial instruments which is determine for disclosure purposes, areestimated by discounting expected future cash flows at market increment lending rate forsimilar types of lending, borrowing or leasing arrangements at the reporting date.

The interest rates used to discount estimated cash flows, when applicable, are as follows:

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

The Group monitors capital using a gearing ratio, which is interest-bearing debts divided by totalcapital. The Group’s debts include bank overdraft, loan and borrowings. The Group is not subject toexternally imposed capital requirements.

The Group manages its capital structure and makes adjustments to it, in light of changes ineconomic conditions. No changes were made in the objectives, policies or processes during thefinancial year ended 31 December 2016.

78




28. CAPITAL MANAGEMENT (continued)

2016 2015 2016 2015RM RM RM RM

DebtsTrade payables 12,470,064 7,600,160 - - Other payables 2,298,701 1,493,818 1,811,986 1,230,998 Finance lease liability - 13,743 - - Less: Cash and Bank (73,294) (133,049) (11,102) (12,068) Net Debt 14,695,471 8,974,672 1,800,884 1,218,930

(14,619,822) (8,602,637) (1,798,452) (906,466)

* * * *

*

29. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT EVENTS

(a)

(b)

(c)

Gearing ratio

As the Company had deficits in shareholders' equity, the debt-to-equity ratio may notprovide a good indicator of risk of borrowings.

As at the date of the approval of these financial statements, the regularisation plan has beenabandon.

Total Equity

Company

On 26 February 2016, the Company announced that it become an Affected Listed Issuerpursuant to GN3 of the Listing Requirements of Bursa Securities for the ACE Market wherethe Company become an Affected Listed Issuer as it has triggers paragraph 2.1(a), (c) of theGN3.

Group

As at the date of the approval of these financial statements, the Company has yet to formalisethe regularisation plan.

On 6 March 2017, the Company's entered into a non-legally binding Memorandum ofUnderstanding (“MOU”), except as specifically set out in the MOU, with Vendors and a newcompany to be incorporated by the Vendors and to assume the listing status of the Companyat a later date (“NewCo”) in relation to a proposed reverse take-over of the Company by theVendors, which entails the Proposed Regularisation Plan and the Proposed Scheme ofArrangement with Creditors.

On 9 May 2017, the Company’s securities had been suspended for trading due to theCompany had failed to submit its annual report for the financial year ended 31 December2016 within stipulated time frame.

79




29.

(d)

(e)

As at the date of report, the Board is deliberating the next course of action.

(f)

(g )

(h)

(i)

(j) On 29 October 2019, the Company acquired 100% shareholdings in Teampixel Sdn. Bhd. fora purchase consideration of RM1.00.

On 22 February 2019, the warrants 2014/2019 had expired.

On 17 September 2019, application commenced by a current director of the Company, theCourt has granted an Order to terminate the winding up of the Company subject to theliquidator of the Company making payments to the creditors of the Company within 14 daysfrom 17 September 2019.

The Liquidator has ceased to hold office effectively from 1 October 2019 based on the CourtOrder dated 17 September 2019.

SIGNIFICANT EVENT DURING THE FINANCIAL YEAR AND SUBSEQUENT EVENTS (continued)

On 12 November 2018, the solicitors acting for the Liquidator of the Company has beenserved with a Notice of Motion filed by a contributory of the Company, in relation to KualaLumpur High Court, seeking to terminate the winding of all proceedings in relation to thewinding-up of the Company. The Notice of Motion includes a prayer that the winding-up ofthe Company be stayed pending the determination of the Notice of Motion.

On 19 June 2017, the past Board of directors appointed the Interim Liquidator. Hence, it wasfound that the documents filed with SSM was incomplete, therefore, the appointment hasbeen deemed to be null and void.

On 19 June 2017, the past Executive Director of the Company lodged a Police Report onpossible wrongdoings by a past Director of the Company who is suspected in causing RM53million being unaccounted for and/or misappropriated from the Company. The Police wasrequested to investigate the potential wrongdoings under the Penal Code and Anti MoneyLaundering and Anti Terrorism Act.

On 3 October 2017, the liquidator made an announcement on the Company has been woundup by Court. Hence on 12 October 2017, the Company filed an application to set aside thewinding up order. On 8 January 2018, the Court requested the set aside case to be referred toCourt of Appeal. On 29 January 2018, the Company filed the case with Court of Appeal to setaside on the liquidation.

80




30.

2016 2015 2016 2015RM RM RM RM

Total accumulated loss of the Company and its subsidiary companies:- realised (91,264,752) (85,355,937) (55,104,063) (54,212,077) - unrealised - (270,333) - -

(91,264,752) (85,626,270) (55,104,063) (54,212,077) Less: Consolidation adjustments 26,303,674 25,930,644 - - At 31 December (64,961,078) (59,695,626) (55,104,063) (54,212,077)

31. COMPARATIVE FIGURES

The financial statements of the Group and the Company for the financial year ended 31 December2015 were audited by another firm of chartered accountants whose report dated 19 August 2016express an disclaimer opinion on those statements.

CompanyGroup

The following analysis of the accumulated losses of the Group and of the Company as at the end ofthe reporting period into realised and unrealised profits are presented in accordance with thedirective issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidanceon Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Contextof Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by theMalaysian Institute of Accountants, as follows:

SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS

81





31 DECEMBER 2017

(In Liquidation)



WINTONI GROUP BERHAD (Incorporated in Malaysia) (In Liquidation)

Contents Page


Directors' report 2 - 7



Independent auditors' report 9 - 14

Statements of financial position 15 - 17

Statements of profit or loss and other comprehensive income 18 - 19

Statements of cash flows 20 - 21

Statements of changes in equity 22 - 24

Notes to financial statements 25 - 72


WINTONI GROUP BERHAD(Incorporated in Malaysia)(In Liquidation)





PRINCIPAL PLACE OF BUSINESS : No. A-32-3A, Level 32,Menara UOA Bangsar,No. 5, Jalan Bangsar Utama 1,59000 Kuala Lumpur.


PRINCIPAL BANKER : Hong Leong Bank Berhad

1



DIRECTORS' REPORT

APPOINTMENT OF LIQUIDATOR


FINANCIAL RESULTS

Group CompanyRM RM

Profit for the financial year 241,743 268,992

Profit/(Loss) attributable to:260,532 268,992(18,789) - 241,743 268,992


The directors have pleasure in presenting their report and the audited financial statements of theGroup and of the Company for the financial year ended 31 December 2017.

The principal activity of the Company is engaged in the business of investment holding.

The principal activities of the subsidiary companies are disclosed in Note 6 to the financial statements.

The Group and Company have ceased their operations since financial year 2015 except for thesubsidiary company, Syscomp Technology Sdn. Bhd. ("Syscomp") has ceased their operation inOctober 2017.


On 17 August 2017, the Company was served with a winding up order under the provision of theCompany Act, 2016. For the purposes of the winding up, a liquidator has been appointed by the Courtto handle the winding up process. (Refer to Note 24 for the details)

The Liquidator has subsequently ceased office effectively from 1 October 2019 based on the CourtOrder dated 17 September 2019.



2





DIVIDENDS



Warrants 2014/2019


Warrants As at As at 01.01.2017 Issued Exercised 01.01.2017

Warrants 2014/2019 216,000,000 - - 216,000,000


Entitlement for Ordinary Shares


No dividend has been paid or declared since the end of the previous financial year. The directors donot recommend that any dividend to be paid in respect of the current financial year.


Each warrant entitles its registered holder to subscribe one (1) new ordinary share in the Company atan exercise price of RM0.10 per share, subject to adjustments in accordance with the provisions of thedeed poll, at any time within 5 years from the date of issue of the warrants. The expiry date of thewarrant is 23 February 2019.

There were no new ordinary shares issued by virtue of the exercise of warrants. As at the end of thefinancial year, 216,000,000 warrants remained unexercised.

No options were granted to any person to take up unissued shares of the Company during the financialyear.

On 22 February 2019, the 216,000,000 units of warrants 2014/2019 had lapsed.

3




DIRECTORS

Mohd Nasir Bin Salleh (appointed on 20 June 2017)Kamal Bin Abdul Aziz (appointed on 11 September 2017)Choo Ah Kow (appointed on 15 October 2019)Wong Mei Tien (f) (appointed on 20 June 2017)Cheah Kwong Lee (appointed on 20 June 2017)Yeo Chen Ying (appointed on 11 October 2019)Dato' Seri Mohd Shariff Bin Omar (removed on 20 June 2017)Kamil Bin Abdul Rahman (resigned on 27 February 2017)Ahmad Amryn Bin Abd Malek (removed on 20 June 2017)Raja Kamarudin Bin Raja Adnan (removed on 20 June 2017)


As atdate of As at

appointment Acquired Sold 31.12.2017

Direct interestCheah Kwong Lee 52,150,000 - - 52,150,000


The details of the directors’ remuneration paid or payable to the directors or past directors of theGroup and of the Company during the financial year are disclosed in Note 19 to the financialstatements.


No payment has been paid to or payable to any third party in respect of the services provided to theGroup and the Company by the directors or past directors of the Group and of the Company during thefinancial year.

According to the register of directors' shareholdings, the interests of directors in office at the end ofthe financial year in the ordinary shares of the Company during the financial year were as follows:

Number of ordinary shares

Shareholdings in the name of directors

Other than disclosed above, the other director in office at the end of the financial year did not have anyinterest in the shares of the Company or its related corporations during the financial year.


4





DIRECTORS' BENEFITS


(i)

(ii)


(i)

(ii)

(iii)

which would render the amount written off for bad debts inadequate to any substantial extent orto make any provision for doubtful debt in respect of financial statements of the Group and of theCompany inadequate to any substantial extent; or

During and at the end of the financial year, no arrangement subsisted to which the Company is a party,with the objects of enabling the Directors of the Company to acquire any benefits by means of theacquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, none of the directors of the Company has received orbecome entitled to receive a benefit (other than a benefit included in the aggregate amount ofremuneration received or due and receivable by the directors shown in the financial statements or thefixed salary of a full-time employee of the Company as shown in Note 19 to the financial statements)by reason of a contract made by the Company or a related corporation with the director or with a firmof which the director is a member, or with a company in which the director has a substantial financialinterest.


to ascertain that proper action had been taken in relation to the writing off of bad debts and themaking of allowance for doubtful debts and satisfied themselves that all known bad debts hadbeen written off and that no provision for doubtful debts was necessary; and

to ensure that any current assets which were unlikely to be realised at their book values in theordinary course of business including the value of current assets as shown in the accountingrecords of the Group and the Company had been written down to an amount which the currentassets might be expected so to realise.


which have arisen which would render adherence to the existing method of valuation of assets orliabilities of the Group and of the Company misleading or inappropriate.

No indemnities have been given or insurance premiums paid, during or since the end of the financialyear, for any person who is or has been the director, officer or auditor of the Company.

5




OTHER STATUTORY INFORMATION (continued)

(iv)


(i)

(ii)

SIGNIFICANT AND SUBSEQUENT EVENTS DURING THE FINANCIAL YEAR

In the opinion of the directors, no item, transaction or event of a material and unusual nature hasarisen in the interval between the end of the financial year and the date of this report which is likely toaffect substantially the results of operations of the Group and Company for the financial year in whichthis report is made.

not otherwise dealt with in this report or financial statements which would render any amountstated in the financial statements of the Group and of the Company misleading.


any contingent liability in respect of the Group and of the Company which has arisen since theend of the financial year.

No contingent or other liability has become enforceable, or is likely to become enforceable, within theyear of twelve months after the end of the financial year which, in the opinion of the directors, will ormay substantially affect the ability of the Group and the Company to meet its obligations as and whenthey fall due.

Significant events during and subsequent to the financial year is disclosed in Note 24 to the financialstatements.

6




AUDITORS




The auditors, CAS Malaysia PLT, Chartered Accountants have indicated their willingness to continue inoffice.

Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 13March 2020.

7






Subscribed and solemnly declared by )CHEAH KWONG LEE )at Puchong in the state of Selangor Darul Ehsan )on 13 March 2020 ) CHEAH KWONG LEE

Before me,





8


(Incorporated in Malaysia)(In Liquidation)


Disclaimer of Opinion

Basis for Disclaimer of Opinion

1.

a)

b)

c)

d)

We were engaged to audit the financial statements of WINTONI GROUP BERHAD, which comprisethe statements of financial position as at 31 DECEMBER 2017 of the Group and of the Company,and statements of profit or loss and other comprehensive income, statements of changes in equityand statements of cash flows of the Group and of the Company for the financial year then ended,and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 15 to 72.

We do not express an opinion on the accompanying financial statements of the Group and theCompany. Because of the significance of the matters described in the Basis for Disclaimer ofOpinion section of our report, we have not been able to obtain sufficient appropriate auditevidence to provide a basis for an audit opinion on these financial statements.


The Auditors' Report on the previous financial year had been issued with Disclaimer ofOpinion. We were unable to satisfy ourselves in respect of the following assertions and obtainsufficient appropriate audit evidence to determine whether the opening balances as of 1January 2017 for the following do not contain material misstatement:

The accuracy and existence for a portion of other receivables balances as at 1 January2017 of the Group amounting to RM8,918;

The accuracy, completeness and existence for a portion of the cash and bank balances asat 1 January 2017 of the Group amounting to RM62,193;

The accuracy and existence for a portion of trade payables balances as at 1 January 2017of the Group amounting to RM11,210;

The accuracy and existence for a portion of other payables and accruals balances as at 1January 2017 of the Group and the Company amounting to RM1,118,244 and RM711,219respectively;

9

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINTONI GROUP BERHAD (Company No.: 766535-P) (continued)(Incorporated in Malaysia)(In Liquidation)



1.

e)

2.

a)

b)

c)

d)

e)

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,existence and correctness of the tax payable balances of the Group amounting toRM23,081.

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,completeness and existence of the cash and bank balances of the Group amounting toRM17,654.

We were unable to obtain sufficient appropriate audit evidence as to the accuracy,completeness and existence for a portion of the other payables and accruals of the Groupamounting to RM354,616.

In view of the non-availability of the statutory information to ascertain the status of theforeign subsidiary, Planet Wireless Holding Limited, we were unable to obtainappropriate audit evidence and information as to determination of the status andfinancial position of the said foreign subsidiary, we were unable to ascertain that theconsolidated financial statements do not contain material misstatements.

We were unable to perform sufficient appropriate audit procedure on the subsidiarycompany, Planet Wireless Sdn. Bhd., which has been consolidated using unauditedmanagement account as disclosed in Note 6, to satisfy ourselves on the appropriatenessof the financial statements for consolidation purpose.

Insufficient documentation and/or evidence pertaining to current year’s transactions

Assertions concerning opening balances (continued)


We were unable to obtain sufficient appropriate audit evidence as to the accuracy,existence and correctness of the tax payable balances of the Group amounting toRM28,680.

10




2.

f)

3.

As at 31 December 2017, the current liabilities of the Group and of the Company exceeded itscurrent assets by RM6,834,668 and RM2,161.260 respectively. The Group and the Companyalso recorded a deficit in shareholders’ fund of RM6,834,668 and RM2,161.260 respectively.

On 17 August 2017, the Company was served with a winding up order under the provision ofthe Company Act, 2016. For the purposes of the winding up, a liquidator has been appointedby the Court to handle the winding up process. (Refer to Note 24 for the details)

The Liquidator has subsequently ceased office effectively from 1 October 2019 based on theCourt Order dated 17 September 2019.

We were unable to obtain sufficient appropriate audit evidence on the subsidiarycompany, Syscomp Technology Sdn. Bhd., which is not audited by us as disclosed in Note6, to satisfy ourselves on the appropriateness of the financial statements forconsolidation purpose.





Insufficient documentation and/or evidence pertaining to current year’s transactions(continued)

11




3.




The directors of the Group and the Company are responsible for the preparation of financialstatements of the Group and the Company that give a true and fair view in accordance withMalaysian Financial Reporting Standards, International Financial Reporting Standards and therequirements of the Companies Act, 2016 in Malaysia. The directors are also responsible for suchinternal control as the directors determine is necessary to enable the preparation of financialstatements of the Group and the Company that are free from material misstatement, whether dueto fraud or error.




12






(a)

(b)

(c) In our opinion, we have not obtained all the information and explanations that we required.



In our opinion, the accounting and other records for the matters as described in the Basis forDisclaimer of Opinion have not been properly kept by the Company in accordance with theprovisions of the Companies Act, 2016.


Our responsibility is to conduct an audit of the Group's and the Company’s financial statements inaccordance with approved standards on auditing in Malaysia and International Standards onAuditing, and to issue an auditors’ report. However, because of the matters described in the Basisfor Disclaimer of Opinion section of our report, we were unable to obtain sufficient appropriateaudit evidence to provide a basis for an audit opinion on these financial statements.

13



Other Matters

The Auditors' report on the previous financial year had been issued with Disclaimer of Opinion.


CHEN VOON HANN[No. 02453/07/2021(J)]Chartered Accountant

Date: 13 March 2020

Puchong


14




GroupNote 31.12.2017 31.12.2016 01.01.2016

RM RM RM(Restated) (Restated)

NON-CURRENT ASSETS

Plant and equipment 5 - 9,737 11,602 Deferred tax assets 13 - - -

- 9,737 11,602

CURRENT ASSETS

Trade receivables 7 665 19,442 47,342 Other receivables 8 15,520 16,150 357,091 Cash and bank balances 17,654 73,294 133,049

33,839 108,886 537,482

TOTAL ASSETS 33,839 118,623 549,084

The accompanying accounting policies and explanatory notes form an integral part of thefinancial statements.

15



STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2017 (continued)

GroupNote 31.12.2017 31.12.2016 01.01.2016

RM RM RM(Restated) (Restated)


EQUITY

Share capital 9 35,849,031 25,650,000 25,650,000 Share premium 10 - 10,199,031 10,199,031 Reserves 11 19,381,090 19,370,568 19,370,938 Accumulated losses 12 (61,950,995) (62,211,527) (60,505,616)

Total deficit attributable to owners of the Company (6,720,874) (6,991,928) (5,285,647)

Non-controlling interest 6 (113,794) (95,005) 6,688

TOTAL EQUITY (6,834,668) (7,086,933) (5,278,959)

CURRENT LIABILITIES

Trade payables 14 4,200,800 4,246,375 4,276,482 Other payables 14 2,644,626 2,930,501 1,493,818 Finance lease liability - - 13,743 Tax payable 23,081 28,680 44,000

6,868,507 7,205,556 5,828,043

TOTAL LIABILITIES 6,868,507 7,205,556 5,828,043

TOTAL EQUITY AND LIABILITIES 33,839 118,623 549,084


16




Company31.12.2017 31.12.2016 01.01.2016

RM RM RM(Restated)

NON-CURRENT ASSET Note

Investment in subsidiary companies 6 - - 10,032

- - 10,032

CURRENT ASSETS

Other receivables 8 11,102 2,432 302,432 Cash and bank balances - 11,102 12,068

11,102 13,534 314,500

TOTAL ASSETS 11,102 13,534 324,532

EQUITY AND LIABILITY

EQUITY

Share capital 9 35,849,031 25,650,000 25,650,000 Share premium 10 - 10,199,031 10,199,031 Reserves 11 17,456,580 17,456,580 17,456,580 Accumulated losses 12 (55,466,871) (55,735,863) (54,212,077)

Total deficit attributable to owners of the Company (2,161,260) (2,430,252) (906,466)

CURRENT LIABILITY

Other payables 14 2,172,362 2,443,786 1,230,998 2,172,362 2,443,786 1,230,998

TOTAL LIABILITY 2,172,362 2,443,786 1,230,998

TOTAL EQUITY AND LIABILITY 11,102 13,534 324,532


17




Note 2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)

Revenue 15 213,109 241,436 - -

Less: Cost of sales (100,512) (139,275) - -

GROSS PROFIT 112,597 102,161 - -

Add: Other operating income 666,818 14,497 587,469 -

Less: Administrative expenses (519,210) (1,642,784) (316,045) (1,242,788)

Less: Other operating expenses (18,462) (287,197) (2,432) (280,998)

PROFIT/(LOSS) FROM OPERATIONS 241,743 (1,813,323) 268,992 (1,523,786)

PROFIT/(LOSS) BEFORE TAXATION 16 241,743 (1,813,323) 268,992 (1,523,786)

Less: Taxation 17 - 5,719 - -

PROFIT/(LOSS) AFTER TAXATION 241,743 (1,807,604) 268,992 (1,523,786)

Other comprehensive income/(expense):

Exchange difference on translating foreign operation 10,522 (370) - -

Other comprehensive income /(expense) for the financial year, net of tax 10,522 (370) - -

TOTAL COMPREHENSIVE INCOME /(EXPENSE) FOR THE FINANCIAL YEAR, NET OF TAX 252,265 (1,807,974) 268,992 (1,523,786)


Group Company

18




Note 2017 2016 2017 2016RM RM RM RM

(Restated)PROFIT/(LOSS) AFTER TAXATION ATTRIBUTABLE TO:Owners of the Company 260,532 (1,705,911) 268,992 (1,523,786) Non-controlling interest (18,789) (101,693) - -

241,743 (1,807,604) 268,992 (1,523,786)

TOTAL COMPREHENSIVE INCOME/(EXPENSE) FOR THE FINANCIAL YEAR, NET OF TAX ATTRIBUTABLE TO:Owners of the Company 271,054 (1,706,281) 268,992 (1,523,786) Non-controlling interest (18,789) (101,693) - -

252,265 (1,807,974) 268,992 (1,523,786)

Earnings/(losses) per share attributable to owners of the Company during the year (sen) - Basic 18 0.05 (0.33) - Diluted 18 0.05 (0.33)


Group Company

19




Note 2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)CASH FLOWS FROM OPERATING ACTIVITIES

Profit/(Loss) before taxation 241,743 (1,813,323) 268,992 (1,523,786)

Adjustments for: Other receivable written off 16 11,692 - 2,432 - Depreciation Plant and equipment 5 2,967 2,965 - - Impairment loss Investment in a subsidiary company 6 - - - 10,032 Property, plant and equipment 5 6,770 - - - Other receivables 8 - 270,000 - 270,000 Reversal of impairment losses on trade receivables 7 - (639) - -

Operating profit/(loss) before working capital changes 263,172 (1,540,997) 271,424 (1,243,754)

Decrease/(increase) in receivables 7,524 99,681 (11,102) 30,000 (Decrease)/increase in payables (320,539) 1,405,798 (271,424) 1,212,788

Cash used in operations (49,843) (35,518) (11,102) (966)

Income tax paid (5,600) (9,600) - -

Net cash used in operating activities (55,443) (45,118) (11,102) (966)

CASH FLOWS FROM INVESTING ACTIVITY

Purchase of property, plant and equipment 5 - (1,100) - -

Net cash used in investing activity - (1,100) - -

Group Company


20




Note 2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)CASH FLOWS FROM FINANCING ACTIVITY

Repayment of finance lease liability - (13,743) - -

Net cash used in financing activity - (13,743) - -

Net decrease in cash and cash equivalents (55,443) (59,961) (11,102) (966)

Cash and cash equivalents as at beginning of the financial year 73,294 133,049 11,102 12,068

Effects of exchange rate changes on cash and cash equivalents (197) 206 - -

Cash and cash equivalents as atend of the financial year 17,654 73,294 - 11,102

Cash and cash equivalents comprise of:Cash and bank balances 17,654 73,294 - 11,102


Group Company

21

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10,1

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22

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26

8,99

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as

at 3

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2017

35,8

49,0

31

-

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24







2.2

The financial statements of the Group and of the Company have been prepared in accordancewith Malaysian Financial Reporting Standards ("MFRS"), International Financial ReportingStandards ("IFRS") and the requirements of the Companies Act, 2016 ("CA 2016") inMalaysia.


The accounting policies adopted by the Group and the Company are consistent with thoseadopted in the previous financial year.


The principal activity of the Company is engaged in the business of investment holding. Theprincipal activities of the subsidiary companies are disclosed in Note 6 to the financial statements.

There have been no significant changes in the nature of these principal activities during thefinancial year.

The consolidated financial statements of the Company as at and for the financial year ended 31December 2017 comprise the Company and its subsidiaries (together referred to as the “Group”).The financial statements of the Company as at and for the financial year ended 31 December 2017do not include other entities.

The Company's registered office is located at Level 2, Tower 1, Avenue 5, Bangsar South City,59200 Kuala Lumpur.

The principal place of business of the Company is located at Unit No. A-32-3A, Level 32, MenaraUOA Bangsar, No. 5, Jalan Bangsar Utama 1, 59000 Kuala Lumpur.

Adoption of Amendments to MFRSs and Annual Improvements

The financial statements were authorised for issue by the Board of Directors in accordance with aresolution of the directors on 13 March 2020.

The Group and Company have ceased their operations since financial year 2015 except for thesubsidiary company, Syscomp Technology Sdn. Bhd. ("Syscomp") has ceased their operation inOctober 2017.

25





2.2 Adoption of Amendments to MFRSs and Annual Improvements (continued)







MFRS 9

MFRS 15 Revenue from Contracts with CustomersMFRS 15 Clarifications to MFRS 15Amendments to MFRS 140 Transfers of Investment PropertyIC Interpretation 22




MFRS 16 LeasesAmendments to MFRS 112Amendments to MFRS 119Amendments to MFRS 123Amendments to MFRS 128

IC Interpretation 23 Uncertainty over Income Tax TreatmentsAnnual Improvements to MFRS Standards 2015–2017 Cycle

Recognition of Deferred Tax Assets forUnrealised Losses

The adoption of the above pronouncements did not have any material impact on thefinancial statements of the Group and of the Company.

Disclosure Initiative

Plan Amendment, Curtailment or Settlement


Applying MFRS 9 Financial Instruments withMFRS 4 Insurance Contracts

Income taxes

Borrowing cost

Classification and Measurement of Share-based Payment Transactions

Prepayment Features with NegativeCompensation

Long-term Interests in Associates and JointVentures

Foreign Currency Transactions and AdvanceConsideration

Financial Instruments (IFRS 9 as issued byInternational Accounting Standards Board("IASB") in July 2014)

26







Amendments to MFRS 2 Share-based Payment Amendments to MFRS 3 Business Combinations Amendments to MFRS 6

Amendments to MFRS 14 Amendments to MFRS 101 Amendments to MFRS 108

Amendments to MFRS 134 Amendments to MFRS 137



MFRS 17 Insurance Contracts

Effective date to be determined by MASB


2.3.1

Intangible assets

Provisions, Contingent Liabilities andContingent Assets

Exploration for and Evaluation of MineralResources Regulatory Deferral AccountsPresentation of Financial Statements Accounting Policies, Changes in AccountingEstimates and Errors Interim Financial Reporting

Sale or Contribution of Assets between anInvestor and its Associate or Joint Venture

The Group and the Company will adopt the above mentioned standards, amendments orinterpretations, if applicable, when they become effective in respective financial periods. TheDirectors do not expect any material impact to the financial statements of the abovepronouncements other than the three Standards described below:

MFRS 15 Revenue from Contracts with Customers was issued in September 2014 andestablished a five-step model that will apply to recognition of revenue arising fromcontracts with customers. Under this Standard, revenue is recognised at an amountthat reflects the consideration to which an entity expects to be entitled in exchangefor transferring goods or services to a customer. The principle of this Standard is toprovide a more structured approach to measuring and recognising revenue.

MFRS 15 Revenue from Contracts with Customers

This Standard is applicable to all entities and will supersede all current revenuerecognition requirements under MFRS. Either a full or modified retrospectiveapplication is required for annual periods beginning on or after 1 January 2018 withearly adoption permitted.

27








This Standard will come into effect on or after 1 January 2018 with early adoptionpermitted. Retrospective application is required, but comparative information is notcompulsory.

MFRS 9 Financial Instruments also requires impairment assessments to be based onan expected loss model, replacing the MFRS 139 incurred loss model. Finally, MFRS 9Financial Instruments aligns hedge accounting more closely with risk management,establishes a more principle-based approach to hedge accounting and addressesinconsistencies and weaknesses in the previous model.

In November 2014, the MASB issued the final version of MFRS 9 FinancialInstruments, replacing MFRS 139. This Standard makes changes to the requirementsfor classification and measurement, impairment and hedge accounting. The adoptionof this Standard will have an effect on the classification and measurement of theGroup’s and of the Company’s financial assets, but no impact on the classification andmeasurement of the Group’s and of the Company’s financial liabilities.

The Group and the Company are currently assessing the impact of adopting MFRS 9.

Currently under MFRS 117, a lease is classified either as a finance lease or anoperating lease based on the extent to which risks and rewards incidental toownership of the leased asset lie with the lessor or the lessee. A lessee recognises theasset and liability arising from a finance lease but not an operating lease. MFRS 16eliminates the distinction between finance leases and operating leases for lessees.

Under the new standard, a lessee is required to recognise the assets and liabilities inrespect of all leases, except for short-term leases of 12 months or less and leases oflow value assets. At the commencement of a lease, a lessee recognises a right-of-useasset and a corresponding lease liability. The lessee will be required to separatelyrecognise the depreciation on the right-of-use asset and interest expense on the leaseliability. Lessor accounting remained substantially unchanged from the currentaccounting under MFRS 117.



28








These financial statements are presented in Ringgit Malaysia ("RM"), which is the Group’sand the Company’s functional currency. All financial information are presented in RM, unlessotherwise stated.



The application of the going concern concept is based on the assumption that the Group andthe Company will be able to realise their assets and liquidate their liabilities in the normalcourse of business. Should the formalisation and implementation of the regularisation plannot materialise or not approved, the application of the going concern concept may beinappropriate and adjustments may be required to, inter alia, write down assets to theirimmediate realisable value, reclassify all long term assets and liabilities as current and toprovide for further costs which may arise.

As at the reporting date, the Group has deficit shareholders fund of RM6,834,668 (2016:RM7,086,933) and net current liabilities of RM6,834,668 (2016: RM7,096,670) respectively.

As at the reporting date, the Company has deficit shareholders fund of RM2,161,260 (2016:RM2,430,252) and net current liabilities of RM2,161,260 (2016: RM2,430,252) respectively.


29





3.1

-

-

-

- - - -


The financial statements of the Company’s subsidiaries are prepared for the same reportingdate as the Company, using consistent accounting policies to like transactions and events insimilar circumstances.

Derecognises the assets (including goodwill) and liabilities of the subsidiary at theircarrying amounts;

All intercompany balances, income and expenses and unrealized gain or loss transactionsbetween Group and subsidiary companies are eliminated.

Subsidiaries are consolidated using the acquisition method of accounting. Under theacquisition method of accounting, subsidiaries are fully consolidated from the date on whichcontrol is transferred to the Group and de-consolidated from the date that control ceases.

Recognises any surplus or deficit in the profit or loss; and

Recognises the fair value of the consideration received;

Reclassifies the parent’s share of components previously recognised in othercomprehensive income ("OCI") to profit or loss or retained earnings, if required inaccordance with other MFRSs.

Recognises the fair value of any investment retained in the former subsidiary;

The consolidated financial statements comprise the financial statements of the Company andits subsidiaries as at 31 December 2017.

Basis of consolidation



Derecognises the cumulative foreign exchange translation differences recorded inequity;

Derecognises the carrying amount of any non-controlling interest in the formersubsidiary;

30





3.1



Business combinations involving entities under common control are accounted for byapplying the pooling of interest method. The assets and liabilities of the combining entitiesare reflected at their carrying amounts reported in the consolidated financial statements ofthe controlling holding company. Any difference between the consideration paid and theshare capital of the “acquired” entity is reflected within equity as merger reserve. Thestatements of profit or loss and other comprehensive income reflects the results of thecombining 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 theentities had come under common control.

Subsidiaries are entities over which the Company has the power to govern the financial andoperating policies so as to obtain benefits from their activities. The existence and effect ofpotential voting rights that are currently exercisable or convertible are considered whenassessing whether the Company has such power over another entity.

In the Company’s separate financial statements, investments in subsidiaries are stated atcost less impairment losses. The policy for the recognition and measurement of impairmentlosses is in accordance with Note 3.5 below. On disposal of such investments, the differencebetween the net disposal proceeds and their carrying amounts is recognised in profit or loss.

Basis of consolidation (continued)

Non-controlling interests (“NCI”) represent the portion of profit or loss and net assets insubsidiaries not owned, directly and indirectly by the Company. NCI are presentedseparately in the consolidated statements of profit or loss and other comprehensive incomeand within equity in the consolidated statement of financial position, but separate fromparent shareholders’ equity. Total comprehensive income is allocated against the interest ofNCI, even if this results in a deficit balance. Changes in the Company owners’ ownershipinterest in a subsidiary that do not result in a loss of control are accounted for as equitytransactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in thesubsidiary. Any difference between the amount by which the non-controlling interests areadjusted and the fair value of the consideration paid or received is recognised directly inequity and attributed to owners of the parent.

31







After initial recognition, goodwill is measured at cost less any accumulated impairmentlosses. For the purpose of impairment testing, goodwill acquired in a business combinationis, from the acquisition date, allocated to each of the Group’s cash-generating units ("CGUs")that are expected to benefit from the combination, irrespective of whether other assets orliabilities of the acquiree are assigned to those units. The policy for the recognition andmeasurement of impairment losses is in accordance with Note 3.5.

Goodwill is initially measured at cost, being the excess of the aggregate of the considerationtransferred and the amount recognised for non-controlling interests, and any previousinterest held, over the net identifiable assets acquired and liabilities assumed. If the fairvalue of the net assets acquired is in excess of the aggregate consideration transferred, theGroup re-assesses whether it has correctly identified all of the assets acquired and all of theliabilities assumed and reviews the procedures used to measure the amounts to berecognised at the acquisition date. If the reassessment still results in an excess of the fairvalue of net assets acquired over the aggregate consideration transferred, then the gain isrecognised in profit or loss.


Any contingent consideration to be transferred by the acquirer will be recognised at fairvalue at the acquisition date. Contingent consideration classified as an asset or liability thatis a financial instrument and within the scope of MFRS 139 Financial Instruments:Recognition and Measurement, is measured at fair value with changes in fair valuerecognised in either profit or loss or as a change to OCI. If the contingent consideration is notwithin the scope of MFRS 139, it is measured in accordance with the appropriate MFRS.Contingent consideration that is classified as equity is not remeasured and subsequentsettlement is accounted for within equity.

All other business combinations are accounted for using the acquisition method. The cost ofan acquisition is measured as the aggregate of the consideration transferred measured at fair value on the date of acquisition and the amount of any non-controlling interests in theacquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of theacquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred andincluded in administrative expenses.

32






3.4

Office equipment, furniture and fittings 10 - 20%Signboard 20%Renovation 10 - 20%


Subsequent costs are included in the asset’s carrying amount or recognised as a separateasset, as appropriate, only when it is probable that future economic benefits associated withthe item will flow to the Group and the Company and the cost of the item can be measuredreliably. The carrying amount of the replaced part is derecognised. All other repairs andmaintenance costs are charged to the profit or loss during the financial year in which theyare incurred.

Where goodwill has been allocated to a CGU and part of the operation within that unit isdisposed of, the goodwill associated with the disposed operation is included in the carryingamount of the operation when determining the gain or loss on disposal. Goodwill disposed inthese circumstances is measured based on the relative values of the disposed operation andthe portion of the CGU retained.

Depreciation on the property, plant and equipment is calculated so as to write off the cost orvaluation of the assets to their residual values on a straight line basis over the expecteduseful lives of the assets, summarised as follows:


Property, plant and equipment

When an asset’s carrying amount is increased as a result of a revaluation, the increase isrecognised in other comprehensive income as a revaluation surplus reserve. When theasset’s carrying amount is decreased as a result of a revaluation, the decrease is recognisedin profit or loss. However, the decrease is recognised in other comprehensive income to theextent of any credit balance existing in the revaluation surplus reserve of that asset.

Property, plant and equipment are stated at cost less accumulated depreciation andaccumulated impairment losses. The cost of an item of property, plant and equipmentinitially recognised includes its purchase price and any cost that is directly attributable tobringing the asset to the location and condition necessary for it to be capable of operating inthe manner intended by management. Cost also includes borrowing costs that are directlyattributable to the acquisition, construction, or production of a qualifying asset.

33





3.4


At each reporting date, the Group and the Company assess whether there is any indication ofimpairment. If such indications exist, an analysis is performed to assess whether thecarrying amount of the asset is fully recoverable. A write down is made if the carryingamount exceeds the recoverable amount. See accounting policy Note 3.5 on impairment ofnon-financial assets.

In assessing value in use, the estimated future cash flows expected to be generated by theassets are discounted to their present value using a pre-tax discount rate that reflectscurrent market assessments of the time value of money and the risks specific to the assets.Where the carrying amount of an asset exceeds its recoverable amount, the asset is writtendown to its recoverable amount. Impairment losses recognised in respect of a CGU or groupsof CGUs are allocated first to reduce the carrying amount of any goodwill allocated to thoseunits or groups of units and then, to reduce the carrying amount of the other assets in theunit or groups of units on a pro-rata basis.

An item of property, plant and equipment is derecognised upon disposal or when no futureeconomic benefits are expected from its use or disposal. Gains and losses on disposals aredetermined by comparing proceeds with carrying amounts and are included in the profit orloss. On disposal of revalued assets, amounts in the revaluation reserve relating to thoseassets are transferred to retained earnings.

The Group and the Company assess at each reporting date whether there is an indicationthat an asset may be impaired. If any such indication exists, or when an annual impairmentassessment for an asset is required, the Group and the Company make an estimate of theasset’s recoverable amount.

An asset’s recoverable amount is the higher of its fair value less costs to sell and its value inuse. For the purpose of impairment testing, assets are grouped together into the smallestgroup of assets that generates cash inflows from continuing use that are largely independentof the cash inflows of non-financial assets or CGUs.



Property, plant and equipment (continued)

34







3.7


Cash and cash equivalents comprise cash at bank and in hand, demand deposits, and shortterm, highly liquid investments that are readily convertible to known amount of cash andwhich are subject to an insignificant risk of changes in value with original maturities of threemonths or less, and are used by the Group and the Company in management of their shortterm funding requirements. These also include bank overdrafts that form an integral part ofthe Group's cash management.

The Group and the Company determine the classification of financial assets upon initialrecognition. The categories include financial assets at FVTPL, loans and receivables, Held-To-Maturity ("HTM") investments and Available-For-Sale ("AFS") financial assets.

Impairment losses in respect of goodwill are not reversed. For other assets, an assessment ismade at each reporting date as to whether there is any indication that previously recognisedimpairment losses may no longer exist or may have decreased. A previously recognisedimpairment loss is reversed only when there has been a change in the estimates used todetermine the assets recoverable amount since the last impairment loss was recognised. Ifthat is the case, the carrying amount of that asset is increased to its recoverable amount.That increase cannot exceed the carrying amount that would have been determined, net ofdepreciation, if no impairment loss had been recognised previously. Such reversal isrecognised in profit or loss unless the asset is measured at revalued amount, in which casethe reversal is treated as a revaluation increase.


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 financialinstrument.

Financial assets are classified as financial assets at FVTPL if they are held for tradingor are designated as such upon initial recognition. Financial assets are classified asheld for trading if they are acquired principally for sale in the near term or arederivatives that do not meet the hedge accounting criteria (including separatedembedded derivatives).

Financial assets

35





3.7

3.7.1 Financial assets at FVTPL (continued)



Non-derivative financial assets with fixed or determinable payments and fixedmaturities are classified as held to maturity when the Group and the Company hasthe positive intention and ability to hold them to maturity. After initial measurement,held to maturity investments are measured at amortised cost using the EffectiveInterest Rate ("EIR"), less impairment. Amortised cost is calculated by taking intoaccount any discount or premium on acquisition and fees or costs that are an integralpart of the EIR. The EIR amortisation is included as finance income in the statementsof profit or loss. The losses arising from impairment are recognised in the statementsof profit or loss as finance costs.

Financial assets at FVTPL could be presented as current or non-current. Financialassets that are held primarily for trading purposes are presented as current, whereasfinancial assets that are not held primarily for trading purposes are presented ascurrent or non-current based on the settlement date.

Subsequent to initial recognition, financial assets at FVTPL are measured at fairvalue. Any gains or losses arising from changes in fair value are recognised in profitor loss. Net gains or net losses on financial assets at FVTPL do not include exchangedifferences, interest and dividend income. Exchange differences, interest anddividend income on financial assets at FVTPL are recognised separately in profit orloss as part of other income or other losses.

Financial assets (continued)

Subsequent to initial recognition, loans and receivables are measured at amortisedcost using the effective interest method. Gains and losses are recognised in profit orloss through the amortisation process and when the loans and receivables areimpaired or derecognised.

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

The Group and the Company do not have any HTM investments at the current andprevious financial year end.

The Group and the Company do not have any financial assets at FVTPL at the currentand previous financial year end.

36





3.7

3.7.3 Loans and receivables (continued)


A financial asset is derecognised when the contractual right to receive cash flows from theasset has expired. On derecognition of a financial asset in its entirety, the difference betweenthe carrying amount and the sum of the consideration received and any cumulative gain orloss that had been recognised in other comprehensive income is recognised in profit or loss.


AFS financial assets which are not expected to be realised within 12 months after thefinancial year end are classified as non-current assets.

Loans and receivables are classified as current assets, except for those havingmaturity dates later than 12 months after the financial year end, these are classifiedas non-current.

After initial recognition, AFS financial assets are measured at fair value. Any gains orlosses from changes in fair value of the financial assets are recognised in othercomprehensive income, except that impairment losses, foreign exchange gains andlosses on monetary instruments and interest calculated using the effective interestmethod are recognised in profit or loss. The cumulative gain or loss previouslyrecognised in other comprehensive income is reclassified from equity to profit orloss as a reclassification adjustment when the financial asset is derecognised.Interest income calculated using the effective interest method is recognised in profitor loss. Dividends on an AFS equity instrument are recognised in profit or loss whenthe Group's and the Company's right to receive payment is established.

The Group and the Company do not have any AFS financial assets at the current andprevious financial year end.


37






3.8.1 Financial assets carried at amortised cost

An impairment exists if one or more events that has occurred since the initial recognition ofthe asset (an incurred ‘loss event’), has an impact on the estimated future cash flows of thefinancial asset or the group of financial assets that can be reliably estimated. Evidence ofimpairment may include indications that the debtors or a group of debtors is experiencingsignificant financial difficulty, default, significant delay in payments or delinquency ininterest or principal payments, the probability that they will enter bankruptcy or otherfinancial reorganisation and observable data indicating that there is a measurable decreasein the estimated future cash flows, such as changes in arrears or economic conditions thatcorrelate with defaults.

For financial assets carried at amortised cost, such as trade receivables, assets thatare assessed not to be impaired individually are subsequently assessed forimpairment on a collective basis based on similar risk characteristics. Objectiveevidence of impairment for a portfolio of receivables could include the Group’s andthe Company’s past experience of collecting payments, an increase in the number ofdelayed payments in the portfolio past the average credit period and observablechanges in national or economic conditions that correlate with default onreceivables.


If in a subsequent period, the amount of the impairment loss decreases and thedecrease can be related objectively to an event occurring after the impairment wasrecognised, the previously recognised impairment loss is reversed to the extent thatthe carrying amount of the asset does not exceed its amortised cost at the reversaldate. The amount of reversal is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directlyfor all financial assets with the exception of trade receivables, where the carryingamount is reduced through the use of an allowance account. When a trade receivablebecomes uncollectible, it is written off against the allowance account.

The Group and the Company assess at each reporting date whether there is any objectiveevidence that a financial asset or a group of financial assets is impaired.

38







3.9

3.10


Financial liabilities


If an AFS financial asset is impaired, an amount comprising the difference betweenits cost (net of any principal payment and amortisation or accretion) and its currentfair value, less any impairment loss previously recognised in profit or loss, istransferred from equity to profit or loss.

Financial liabilities are classified according to the substance of the contractual arrangementsentered into and the definitions of a financial liability.

The measurement of financial liabilities depends on their classification as described below:

Share capital

Impairment losses on AFS equity investments are not reversed in profit or loss in thesubsequent periods. Increase in fair value, if any, subsequent to impairment loss isrecognised in other comprehensive income. For AFS debt investments, impairmentlosses are subsequently reversed in profit or loss if an increase in the fair value of theinvestment can be objectively related to an event occurring after the recognition ofthe impairment loss in profit or loss.

In the case of equity investments classified as AFS, objective evidence would includea significant or prolonged decline in the fair value of the investment below its cost,significant financial difficulties of the issuer or obligor, and the disappearance of anactive trading market.

Financial liabilities are recognised in the statements of financial position when, and onlywhen, the Group and the Company become a party to the contractual provisions of thefinancial instrument. Financial liabilities are classified as either financial liabilities at FVTPLor other financial liabilities.

39





3.10

3.10.1 Financial liabilities at FVTPL

3.10.2

Other financial liabilities are recognised initially at fair value plus directlyattributable transaction costs and subsequently measured at amortised cost usingthe effective interest method.

Financial liabilities are classified as held for trading if they are acquired for thepurpose of selling in the near term. This category includes derivative financialinstruments entered into by the Group that are not designated as hedginginstruments in hedge relationships as defined by MFRS 139. Separated embeddedderivatives are also classified as held for trading unless they are designated aseffective hedging instruments.

Fair value arising from financial guarantee contracts are classified as deferredincome and is amortised to profit or loss using a straight-line method over thecontractual period or, when there is no specified contractual period, recognised inprofit or loss upon discharge of the guarantee. When settlement of a financialguarantee contract becomes probable, an estimate of the obligation is made. If thecarrying value of the financial guarantee contract is lower than the obligation, thecarrying value is adjusted to the obligation amount and accounted for as a provision.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities at FVTPL include financial liabilities held for trading and financialliabilities designated upon initial recognition as at FVTPL.

A financial guarantee contract is a contract that requires the issuer to make specifiedpayments to reimburse the holder for a loss it incurs because a specified debtor failsto make payment when due in accordance with the original or modified terms of adebt instrument.

Financial liabilities designated upon initial recognition at FVTPL are designated atthe initial date of recognition, and only if the criteria in MFRS 139 are satisfied. TheGroup and the Company do not have any financial liabilities at FVTPL at the currentand previous financial year end.

Financial guarantee contracts

Financial liabilities (continued)

40





3.10

3.10.3 Other financial liabilities (continued)

3.11 Income tax

3.11.1 Current tax

3.11.2 Deferred tax

For other financial liabilities, gains and losses are recognised in profit or loss whenthe liabilities are derecognised, and through the amortisation process.

Current tax assets and liabilities are measured at the amount expected to berecovered from or paid to the taxation authorities. The tax rates and tax laws used tocompute the amount are those that are enacted or substantively enacted by thereporting date.

Current taxes are recognised in profit or loss except to the extent that the tax relatesto items recognised outside profit or loss, either in other comprehensive income ordirectly in equity.

When an existing financial liability is replaced by another from the same lender onsubstantially different terms, or the terms of an existing liability are substantially modified,such an exchange or modification is treated as a derecognition of the original financialliability and the recognition of a new liability, and the difference in the respective carryingamounts is recognised in profit or loss.


A financial liability is derecognised when the obligation under the liability is extinguished.



41







3.12 Provisions

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


Provisions are recognised when the Group and the Company have a present obligation (legalor constructive) as a result of a past event, it is probable that an outflow of economicresources will be required to settle the obligation and the amount of the obligation can beestimated reliably.

Deferred tax assets are recognised for all deductible temporary differences,unutilised tax losses and unused tax credits, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences,unutilised tax losses and unused tax credits can be utilised except where the deferredtax asset arises from the initial recognition of an asset or liability in a transactionthat, at the time of the transaction, affects neither the accounting profit nor taxableprofit or loss.

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


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

42





3.12 Provisions (continued)

3.13

3.13.1




Revenue from sales of goods is recognised when the significant risks and rewards ofownerships of the goods have been transferred to the buyer. Revenue is measured atthe fair value of the consideration received or receivable, net of discounts and taxesapplicable to the revenue.

Wages, salaries, social security contributions, paid annual leave, paid sick leave,bonuses and non-monetary benefits are recognised as expense in the financial yearin which the associated services are rendered by employees of the Group and of theCompany. Short term accumulating compensated absences such as paid annual leaveare recognised when services are rendered by employees that increase theirentitlement to future compensated absences. Short term non-accumulatingcompensated absences such as sick leave are recognised when the absences occur.

Defined contribution plans are post-employment benefits plans under which theGroup and the Company pay fixed contributions into separate entities or funds andwill have no legal or constructive obligation to pay further contributions if any of thefunds do not hold sufficient assets to pay all employee benefits relating to employeeservices in the current and preceding financial years. The contributions are chargedas an expense in the financial year in which the employees render their services. Asrequired by law, the Group and the Company make such contributions to theEmployees Provident Fund (“EPF”).

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow tothe Group and the Company and the revenue can be reliably measured. Revenue is measuredat the fair value of consideration received or receivable.

Provisions are reviewed at each financial year end adjusted to reflect the current bestestimate. If it is no longer probable that an outflow of economic resources will be required tosettle the obligation, the provision is reversed. If the effect of the time value of money ismaterial, provisions are discounted using a current pre-tax rate that reflects, whereappropriate, the risks specific to the liability. When discounting is used, the increase in theprovision due to the passage of time is recognised as a finance cost.

Sale of goods

43





3.15 Contingencies




Transactions in currencies other than the Group’s and the Company’s functionalcurrency (“foreign currencies”) are recorded in the functional currency using theexchange rates prevailing at the dates of the transactions. At each reporting date,monetary items denominated in foreign currencies are translated at the ratesprevailing on the reporting date. Non-monetary items carried at fair value that aredenominated in foreign currencies are translated at the rates prevailing on the datewhen the fair value was determined. Non-monetary items that are measured interms of historical cost in a foreign currency are not translated. Exchange differencesarising on the settlement of monetary items, and on the translation of monetaryitems, are included in profit or loss for the period. Exchange differences arising onthe translation of non-monetary items carried at fair value are included in profit orloss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity.

The financial statements of the Group and of the Company are measured using thecurrency of the primary economic environment in which the Group and the Companyoperate (“the functional currency”). The consolidated financial statements arepresented in Ringgit Malaysia (“RM”), which is also the Group’s and the Company’sfunctional currency except for the foreign subsidiary which it's functional currencyare in United State Dollar ("USD").

Where it is not probable that an outflow of economic benefits will be required, or the amountcannot be estimated reliably, the obligation is not recognised in the Statements of FinancialPosition and is disclosed as a contingent liability, unless the probability of outflow ofeconomic benefits is remote. Possible obligations, whose existence will only be confirmed bythe occurrence or non-occurrence of one or more future events, are also disclosed ascontingent liabilities unless the probability of outflow of economic benefits is remote.

Contingent liabilities and assets are not recognised in the statements of financial position ofthe Group and of the Company in the current and previous financial year end.

44







For management purposes, the Group is organised into operating segments based on theirproducts and services and the geographical locations which are independently managed bythe respective segment managers responsible for the performance of the respectivesegments under their charge. The segment managers report directly to the management ofthe Company who regularly review the segment results in order to allocate resources to thesegments and to assess the segment performance.

For assets and liabilities that are recognised in the financial statements on a recurring basis,the Group and the Company determine whether transfers have occurred between levels inthe hierarchy by re-assessing categorisation (based on the lowest level input that issignificant to the fair value measurement as a whole) at the financial year end.



Fair value is the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between market participants at the measurement date. The fair valuemeasurement is based on the presumption that the transaction to sell the asset or transferthe liability takes place either in the principal market for the asset or liability or in theabsence of a principal market, in the most advantageous market for the asset or liability. Theprincipal or the most advantageous market must be accessible by the Group and theCompany.


Segmental information is not presented as the Group operates predominantly in oneindustry, Information, Communication and Technology (ICT) Industry in Malaysia.

45






(i) directly, or indirectly through one or more intermediaries, the party:- -

-

- has joint control over the entity;(ii) the party is an associated of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v) the party is a closed member of the family of any individual referred to in (i) or (iv);(vi)

(vii)



the party is an entity that is controlled, joint controlled or significantly influenced by,or for which significant voting power in such entity resides with, directly orindirectly, any individual referred to in (iv) or (v); or


The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).


the party is a post-employment benefit plan for the benefit of employees of the entity,or of any entity that is a related party of the entity.


Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders ofthe Company by the weighted average number of ordinary shares outstanding during theperiod, adjusted for own shares held.

46





4.1


4.2.1

Deferred tax assets are recognised for all unused tax losses, unabsorbed capitalallowances and other deductible temporary differences to the extent that it isprobable that future taxable profits would be available against which the tax losses,capital allowances and other deductible temporary differences could be utilised.Significant management judgement is required to determine the amount of deferredtax assets that could be recognised, based on the likely timing and extent of futuretaxable profits together with future tax planning strategies. Total carrying value ofunrecognised tax losses, unabsorbed capital allowances and other taxable temporarydifferences of the Group and of the Company are disclosed in Note 17.

Deferred tax assets


In the process of applying the Group's and the Company's accounting policies, there were nocritical judgements made by management on the amounts recognised in the consolidatedfinancial statements.

The key assumptions concerning the future and other key sources of estimation uncertaintyat the reporting date, that have a significant risk of causing a material adjustment to thecarrying amounts of assets and liabilities within the next financial year, are described below.The Group and the Company based its assumptions and estimates on parameters availablewhen the consolidated financial statements were prepared. Existing circumstances andassumptions about future developments, however, may change due to market changes orcircumstances arising that are beyond the control of the Group and of the Company. Suchchanges are reflected in the assumptions when they occur.

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

47






4.2.2 Income taxes


48




5. PLANT AND EQUIPMENT

GroupOffice

equipment,furniture and

fittings Signboard Renovation TotalRM RM RM RM

CostBalance as at 1 January 2017 2,764 1,100 10,966 14,830 Additions - - - - Balance as at 31 December 2017 2,764 1,100 10,966 14,830

Accumulated depreciationBalance as at 1 January 2017 875 220 3,998 5,093 Charge for the year 553 220 2,194 2,967 Balance as at 31 December 2017 1,428 440 6,192 8,060

Accumulated impairment lossBalance as at 1 January 2017 - - - - Charge for the year 1,336 660 4,774 6,770 Balance as at 31 December 2017 1,336 660 4,774 6,770

CostBalance as at 1 January 2016 2,764 - 10,966 13,730 Additions - 1,100 - 1,100 Balance as at 31 December 2016 2,764 1,100 10,966 14,830

Accumulated depreciationBalance as at 1 January 2016 323 - 1,805 2,128 Charge for the year 552 220 2,193 2,965 Balance as at 31 December 2016 875 220 3,998 5,093

Net carrying amounts

Balance as at 31 December 2017 - - - -

Balance as at 31 December 2016 1,889 880 6,968 9,737

2016

2017

49





2017 2016RM RM


Less: Accumulated impairment losses Balance as at beginning of the financial year 21,900,000 21,889,968 Impairment losses recognised during the financial year - 10,032 Balance as at end of the financial year 21,900,000 21,900,000

Net carrying amount Balance as at end of the financial year - -


2016 Principal activities





100% Malaysia Ceased Operations

#*@^


100%

The Company has disposed the subsidiaries company subequent to financial year end asdisclosed in Note 24.

Country of Incorporation

Unaudited management account were used for consolidation purpose.Not audited by CAS Malaysia PLT.

2017


Company

Company

Effective equity interest

Planet Wireless Holdings Limited *^

Syscomp Technology Sdn. Bhd. @^

60%

Planet Wireless Sdn. Bhd. *^

100%

100%

Wintoni Engineering Sdn. Bhd. #^

Audited financial statements with material uncertainty relating to going concern.

50





Non-controlling interest

The non-controlling interests at the end of the reporting year comprise the following:

2017 2016(Restated)

40% 40%

(113,794) (95,005) Loss allocated to non-controlling interest (RM) (18,789) (101,693)

2017 2016RM RM

Non-current assets - 9,737 Current assets 22,737 81,141 Current liabilities (307,222) (328,391) Net liabilities (284,485) (237,513)

Loss after tax/total comprehensive expensefor the financial year (46,972) (254,233)

Included in the total comprehensive expense is :-Revenue 213,109 241,436

Net cash flows from operating activities (39,779) (41,663) Net cash flows from investing activities - (1,100) Profit guarantee arisen from acquisition of Syscomp

The summarised financial information for the Group's subsidiary company that has material non-controlling interest is as follows:-

On 23 June 2015, the Company completed the acquisition of Syscomp. As part of the acquisition,the Vendor of Syscomp has provided the Company a profit guarantee that Syscomp shall attainprofit after tax not less than RM750,000 ("Guarantee Amount") for the financial year ended 30June 2016 ("Guarantee Period").

Syscomp

Percentage of ownership interest and voting interest (%)

Carrying amount of non-controlling interest (RM)

Syscomp

51





Profit guarantee arisen from acquisition of Syscomp (continued)


2017 2016RM RM

Trade receivables - gross 539,639 558,416 (538,974) (538,974)

Trade receivables - net 665 19,442


2017 2016RM RM

Balance as at beginning of the financial year 538,974 539,613 Less: Reversal of impairment loss - (639) Balance as at end of the financial year 538,974 538,974

In the event that Syscomp fails to achieve the Guaranteed Amount during the Guarantee Period(“Shortfall”), the Vendor of Syscomp shall make good the Shortfall by paying Wintoni GroupBerhad in cash within 30 (thirty) days of the receipt of the written notice issued by Wintoni GroupBerhad.

The allowance account in respect of the trade receivables are used to record impairment losses.The creation and release of allowance for impaired receivables have been included in ‘otherexpenses’ in the profit or loss. Unless the Group and the Company are satisfied that recovery of theamount is possible, then the amount considered irrecoverable is written off against the receivabledirectly.


Group

Group

The Board is in the process of seeking legal opinion on the profit guarantee arrangement.


Less: Allowance for impairment losses


52





The ageing analysis of the Group’s and of the Company's trade receivables are as follow:

2017 2016RM RM

Neither past due nor impaired 665 12,130

Past due 1 - 30 days - 2,082 Past due 31 - 60 days - 3,299 Past due more than 60 days 538,974 540,905

538,974 546,286 Impaired (538,974) (538,974) Past due but not impaired - 7,312

665 19,442



As at 31 December 2017, the Group and the Company have trade receivables that are past due atthe reporting date but not impaired amounting to Nil (2016: RM7,312). Trade receivables that arepast due but not impaired relate to customers that have no expectation of default based onhistorical dealings with the Group and the Company. Based on past experience and no adverseinformation to date, the Directors of the Group and of the Company are of the opinion that noallowance for impairment is necessary in respect of these balances as there has not been asignificant change in the credit quality and the balances are still considered to be fully recoverable.

Trade receivables that are neither past due nor impaired relate to customers for whom there areno default and considered to be creditworthy and able to settle their debts. None of the Group’sand of the Company's trade receivables that are neither past due nor impaired have beenrenegotiated during the financial year.

The maximum exposure of credit risk at the reporting date is the carrying value of receivablesmentioned above. The Group and the Company do not hold any collateral as security.

Group

The Group’s normal trade credit term is within 30 days (2016: 30 days). Other credit terms areassessed and approved on a case by case basis.

53




8. OTHER RECEIVABLES

2017 2016 2017 2016RM RM RM RM

Deposits 1,100 8,932 - 2,432 Prepayments 1,871 2,467 - - Other receivables 282,549 274,751 281,102 270,000 Less: Allowance for

(270,000) (270,000) (270,000) (270,000) 12,549 4,751 11,102 -

Other receivables 15,520 16,150 11,102 2,432

2017 2016 2017 2016RM RM RM RM

Balance as at beginning of the financial year 270,000 - 270,000 -

Impairment losses recognisedduring the financial year - 270,000 - 270,000

Balance as at end of thefinancial year 270,000 270,000 270,000 270,000

Group Company

CompanyGroup

impairment losses

Other receivables represented non-trade transactions which are unsecured, interest free andrepayable on demand.

The movement in the allowance for impairment losses of other receivables during the financialyear are as follows:

54




9. SHARE CAPITAL

2017 2016 2017 2016RM RM

Issued and fully paid up: Balance as at beginning of the financial year 25,650,000 25,650,000 Transition to no-par value regime^ - - 10,199,031 - Balance as at end of the financial year 35,849,031 25,650,000

^

10.

2017 2016RM RM

Balance as at beginning of the financial year 10,199,031 10,199,031 Transition to no-par value regime (10,199,031) - Balance as at end of the financial year - 10,199,031

Companies Act, 2016 has come into effect on 31 January 2017. Following the enforcement ofCompanies Act, 2016, the share premium account shall be merged with the Company’s sharecapital. Therefore, the Company decided to consolidate the share premium into share capitalduring the financial year.

513,000,000

Group/Company

SHARE PREMIUM

The holders of fully paid ordinary shares are entitled to receive dividends as and when declared bythe Company. All fully paid ordinary shares carry one vote per share without restrictions and rankequally with regards to the Company’s residual assets.

513,000,000

513,000,000

In accordance with the transitional provision set out in Section 618 of the Companies Act,2016, the credit standing in the share premium was transferred to the share capital account.There is no impact on the number of shares in issue or the relative entitlement of any of themembers as result of the transition.

513,000,000


Group/Company

55




11. RESERVES

2017 2016 2017 2016RM RM RM RM

(Restated)

7,424,510 7,413,988 - - 1,080,000 1,080,000 1,080,000 1,080,000

(1,080,000) (1,080,000) (1,080,000) (1,080,000) 17,456,580 17,456,580 17,456,580 17,456,580 (5,500,000) (5,500,000) - - 19,381,090 19,370,568 17,456,580 17,456,580

The warrants 2014/2019 had expired on 22 February 2019.


Other reserve



Company

Other reserve


Warrants reserveDiscount on sharesCapital reserve

Total reserves





Non distributable:-Exchange fluctuation reserve

Group


56




13. DEFERRED TAXATION

The following are the movements of deferred tax assets and liabilities (before offsetting):

2017 2016RM RM

Unutilised tax lossesAt beginning of the financial year, previously stated 60,000 - Prior year adjustments (60,000) - At beginning of the financial year, restated - - Charged to profit or loss, restated - - At end of the financial year - -

Other temporary differenceAt beginning of the financial year, previously stated 1,000 - Prior year adjustments (1,000) - At beginning of the financial year, restated - - Charged to profit or loss, restated - - At end of the financial year - -

Deferred tax assets - -

Group

Recognised deferred tax assets and liability

Deferred tax assets and liabilities are offsetted when there is a legally enforceable right to set offcurrent tax assets against current tax liabilities and when the deferred taxes relate to the sametaxation authority.

Deferred tax assets and liabilities are offset when the Company has a legally enforceable right toset off current tax assets against current liabilities and deferred tax relate to income taxes leviedby the same taxation authority on the same taxable entity. The amount of deferred tax assets, afterappropriate offsetting, are included in the statement of financial position, as above.

57





2017 2016 2017 2016RM RM RM RM


4,200,800 4,246,375 - -

Add:Other payables 1,430,075 1,928,767 1,321,729 1,813,289 Accruals 942,958 690,674 845,633 625,497 Amount due to Directors 271,593 311,060 5,000 5,000

2,644,626 2,930,501 2,172,362 2,443,786

6,845,426 7,176,876 2,172,362 2,443,786

(i)

(ii)

(iii)

15. REVENUE

2017 2016RM RM

Service revenue 213,109 241,436

Trade payables

Group

The trade payables are non-interest bearing and the normal trade credit terms received bythe Group range from 30 to 90 days (2016: 30 to 90 days).

The trade payable balances amounting to RM4,200,800 has been assigned to 3rd partycompany by the particular trade payable.

The amount due to Directors of the Group and the Company which are non-trade in nature,unsecured, non-interest bearing and is repayable on demand.

Total financial liabilities carrying at

Company

amortised costs

Group

58




16. PROFIT/(LOSS) BEFORE TAXATION

2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)Profit/(Loss) before taxation is arrived at:

after chargingAuditors' remuneration:- statutory audit 45,000 65,000 38,000 52,000 - non-statutory audit 5,000 5,000 5,000 5,000 Depreciation on Plant and equipment (Note 5) 2,967 2,965 - - Impairment loss on:- Investment in a subsidiary company (Note 6) - - - 10,032 - Other receivables (Note 8) - 270,000 - 270,000 - Plant and equipment (Note 5) 6,770 - - - Director remunerations (Note 19) 59,986 98,262 - - Director fees (Note 19) - 250,000 - 250,000 Other receivable written off 11,692 - 2,432 -

17. TAXATION

2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)Income TaxationOverprovision in previous financial year - (5,719) - - Tax credit for current financial year - (5,719) - -

Group

Domestic current income tax is calculated at the statutory tax rate of 24% (2016: 24%) of theestimated assessable loss for the financial year.

Company

Company

Group

59





2017 2016 2017 2016RM RM RM RM


Profit/(Loss) before taxation 241,743 (1,813,323) 268,992 (1,523,786)

Tax at the statutory tax rate of 24% (2016: 24%) 58,018 (435,198) 64,558 (365,709) Deferred tax assets not recognised during the financial year 8,000 59,000 - - Non-deductible expenses 94,018 376,351 76,434 365,709 Non-taxable income (160,036) (153) (140,992) - Overprovision of taxation in previous financial year - (5,719) - - Tax credit for the current financial year - (5,719) - -

Unrecognised deferred tax assets


2017 2016 2017 2016RM RM RM RM

(Restated)

Unabsorbed capital allowances 222,000 222,000 99,000 99,000 Unutilised tax losses 2,669,000 2,669,000 651,000 651,000 Other temporary difference 279,167 245,833 - -

3,170,167 3,136,833 750,000 750,000

Unrecognised deferred tax assets at 24% (2016: 24%) 760,840 752,840 180,000 180,000

Group

Group

The unabsorbed capital allowances and unutilised tax losses do not expire under current taxlegislation. Deferred tax assets have not been recognised in respect of these items because it is notprobable that future taxable profits will be available against which the Group and the Company canutilise the benefits. The unabsorbed capital allowances and unutilised tax losses are subject to theagreement of the tax authorities.

Company

The reconciliation of income tax expense applicable to the profit/(loss) before taxation at thestatutory tax rate to income tax expense at the effective tax rate of the Group and of the Companyis as follows:

Company

60




18. EARNINGS/(LOSSES) PER SHARE

(a) Basic earnings/(losses) per ordinary share

2017 2016(Restated)

Earnings/(losses) attributable to owners of the Company (RM) 260,532 (1,705,911)

Weighted average number of ordinary shares

Basic earnings/(losses) per ordinary share attributable to owners of the Company (sen) 0.05 (0.33)

(b) Diluted earnings/(losses) per ordinary share

19. DIRECTORS' REMUNERATION

2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)Former directors:Director fees - 250,000 - 250,000

Executive directors:Director remuneration 55,000 85,900 - - Defined Contribution plan 4,986 12,362 - -

59,986 98,262 - -

The calculation of basic earnings/(losses) per ordinary share at 31 December 2017 is basedon the earnings/(losses) attributable to owners of the Company and divided by weightedaverage number of ordinary shares outstanding, calculated as follows:

Group

The aggregate amounts of emoluments received and receivable by directors of the Group duringthe financial year are as follows:

513,000,000

Company

513,000,000

For the warrant-in-issue, a calculation is done to determine the number of shares that couldhave been acquired at market price (determined based on the average annual share price ofthe Company’s shares) based on the monetary value of the subscriptions rights attached tooutstanding warrant-in-issue. The calculation serves to determine the “unpurchased” sharesto be added to the weighted average number of ordinary shares outstanding for thepurposes of computing the diluted earnings/(losses) per share.

No diluted earnings/(losses) per share is presented as the effect is anti-dilutive.

Group

61




20. SIGNIFICANT RELATED PARTY DISCLOSURES

(a)

(b)


21.1

21.2

2017 2016RM RM

RevenueMalaysia 213,109 241,436

21.3 Information about major customer


Group

The Group’s and the Company's financial risk management policy seeks to ensure that adequatefinancial resources are available for the development of the Group's and of the Company’sbusinesses whilst managing its risks.

The outstanding balances arising from related party transactions as at the reporting date aredisclosed in Note 14 to the financial statements.

Business segment


Segmental reporting by geographical regions has only been prepared for revenue as theGroup’s assets are located in Malaysia.

The key management personnel comprised mainly Executive Directors of the Companywhose remuneration are disclosed in Note 19.

Geographical information



62





22.1 Interest rate risk

22.2 Credit risk

(a)



Credit risk is the risk of loss that may arise on outstanding financial instruments should acounterparty default on its obligations. The Group's and the Company's exposure to creditrisk mainly arises from its receivables below. For bank balances, the Group and theCompany minimise credit risk by dealing exclusively with reputable financial institution.

Trade receivables

The Group and the Company are not significantly exposed to foreign currency risk as themajority of the Group’s and of the Company's transactions, assets and liabilities aredenominated in Ringgit Malaysia. The functional currency of it foreign subsidiary companywhich are located in Anguilla is United States Dollar.





Credit risk is minimised by monitoring the financial standing of the debtors on anongoing concern basis. The Group and the Company do not have any majorconcentration of credit risks related to any individual customer and counterparty.The maximum exposure to credit risk is disclosed in Note 7 to the financialstatements, representing the carrying amount of the trade receivables recognised onthe statements of financial position.

63









64





22.4 Liquidity and cash flow risk (continued)

Later than1 year

but notNot later later than More than

than 1 year 5 years 5 yearsRM RM RM RM

Group

2017

Trade and other payables 6,845,426 - - 6,845,426 6,845,426 - - 6,845,426

2016 (Restated)

Trade and other payables 7,176,876 - - 7,176,876 7,176,876 - - 7,176,876

Company

2017

Other payables 2,172,362 - - 2,172,362 2,172,362 - - 2,172,362

2016 (Restated)

Other payables 2,443,786 - - 2,443,786 2,443,786 - - 2,443,786

Total

65






2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)Financial assets

Loans and receivables Trade receivables 665 19,442 - - Other receivables 13,649 13,683 11,102 - Cash and bank balances 17,654 73,294 11,102 11,102

31,968 106,419 22,204 11,102


Amortised costs Trade payables 4,200,800 4,246,375 - - Other payables 1,701,668 2,239,827 1,326,729 1,818,289

5,902,468 6,486,202 1,326,729 1,818,289


Amount due to directors, loan and borrowings

Company


The responsibility for managing the above risks is vested in the directors.


Group

66





2017 2016 2017 2016RM RM RM RM

(Restated) (Restated)DebtsTrade payables 4,200,800 4,246,375 - - Other payables 2,644,626 2,930,501 2,172,362 2,443,786 Less: Cash and bank balances (33,066) (73,294) (11,102) (11,102) Net Debt 6,812,360 7,103,582 2,161,260 2,432,684

Total Equity attributable to owners of the Company (6,834,668) (7,086,933) (2,161,260) (2,430,252)

* * * *

*

24. SIGNIFICANT AND SUBSEQUENT EVENTS DURING THE FINANCIAL YEAR

(a) On 6 March 2017, the Company's entered into a non-legally binding Memorandum ofUnderstanding (“MOU”), except as specifically set out in the MOU, with Vendors and a newcompany to be incorporated by the Vendors and to assume the listing status of the Companyat a later date (“NewCo”) in relation to a proposed reverse take-over of the Company by theVendors, which entails the Proposed Regularisation Plan and the Proposed Scheme ofArrangement with Creditors.

As at the date of the approval of these financial statements, the regularisation plan has beenabandoned.

Gearing ratio


The Group manages the capital structure and makes adjustments to it, in light of changes ineconomic conditions. No changes were made in the objectives, policies or processes during thefinancial year ended 31 December 2017.

As the Company had deficits in shareholders' equity, the gearing ratio may not provide agood indicator of risk of borrowings.

The Group monitors capital using a gearing ratio, which is interest-bearing debts divided by totalcapital. The Group’s debts include trade payables and others payables less cash and bank balances.The Group is not subject to externally imposed capital requirements.

Group Company

67




24.

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

On 28 February 2020, the Board has decided to drop the claims accordingly.

On 17 August 2017, the Company was served with a winding up order under the provision ofthe Company Act 2016. For the purposes of the Winding Up, a liquidator has been appointedby the Court to handle the winding up process.

SIGNIFICANT AND SUBSEQUENT EVENTS DURING THE FINANCIAL YEAR (continued)

On 17 September 2019, an application for termination of winding up order commenced by acurrent director of the Company, the Court has granted an Order to terminate the winding upof the Company subject to the liquidator of the Company making payments to the creditorsof the Company within 14 days from 17 September 2019.


On 9 May 2017, the Company’s securities had been suspended for trading due to theCompany had failed to submit its annual report for the financial year ended 31 December2016 within the stipulated time frame.

On 19 June 2017, the past Board of directors appointed the Interim Liquidator. However, itwas found that the documents filed with SSM was incomplete, therefore, the appointmenthas been deemed to be null and void.

On 19 June 2017, the past Executive Director of the Company lodged a Police Report onpossible wrongdoings by a past Director of the Company who is suspected in causing RM53million being unaccounted for and/or misappropriated from the Company. The Police wasrequested to investigate the potential wrongdoings under the Anti-Money Laundering,AntiTerrorism Financing and Proceeds of Unlawful Activities Act 2001.

On 12 October 2017, the Company filed an application to set aside the winding up order. On8 January 2018, the Court requested the set aside case to be referred to Court of Appeal. On29 January 2018, the Company filed the case with Court of Appeal to set aside on theliquidation.

On 12 November 2018, the solicitors acting on behalf of the Liquidator of the Company hasbeen served with a Notice of Motion filed by a contributory of the Company, in relation toKuala Lumpur High Court, seeking to terminate all the winding of all proceedings in relationto the Company. The Notice of Motion includes a prayer that the winding-up of the Companybe stayed pending the determination of the Notice of Motion.

On 22 February 2019, the warrants 2014/2019 had expired. The balance of 216,000,000units of warrants remained unexercised.

68




24.

(j)

(k)

(l)

(m)

25. PRIOR YEAR ADJUSTMENTS

(i)

(ii)

(iii)

(iv)

A potential investor has indicated his willingness to support the working capitalrequirement of the major subsidiary, Teampixel Sdn. Bhd.

During the current financial year ended 31 December 2017, the Group and the Company madeprior adjustment of the following:

One of the subsidiary companies, Planet Wireless Sdn. Bhd. has over-recognised a cost ofsales of RM4,226,741 in the financial year ended 31 December 2016.

One of the subsidiary companies, Syscomp Technology Sdn. Bhd. has recognised deferred taxasset of RM59,000 in the financial year ended 31 December 2016. As the subsidiary hasceased its operation in October 2017 and unable to utilise its tax losses, therefore,adjustment made to reverse the deferred tax asset. Consequently, the profit attributable tonon-controlling interest will be increased by RM23,600.

The Group and the Company have omitted a material unrecorded liabilities that related tofinancial year ended 2016 amounting to RM631,800 which arising from directors' fees ofRM250,000 and administrative expenses of RM381,800.

There was unreconciled inter-company balance that was recognised as trade payables forfinancial year ended 31 December 2015 amounting to RM3,323,678 and additionalRM668,980 in financial year 2016. Adjustment was made to reflect the foreign exchangedifferences due to translation of inter-company balances with a foreign subsidiary and alocal subsidiary, and also variance in other inter-company balances.

On 29 October 2019, the Company acquired 100% shareholdings in Teampixel Sdn. Bhd. fora purchase consideration of RM1.00.


On 19 February 2020, the Company disposed of its entire shareholdings held in WintoniEngineering Sdn. Bhd. for a disposal consideration of RM1.00.

On 27 February 2020, the Company disposed of its entire shareholdings held in PlanetWireless Holding Limited for a disposal consideration of USD1.00.

There is no adjustment made to the opening balance of the Company level account for the yearended 31 December 2016. The statements of financial position for the Company as at 1 January2016 has been provided for illustrative purpose only.

On 19 February 2020, the Company disposed of its entire shareholdings held in SyscompTechnology Sdn. Bhd. for a disposal consideration of RM1.00.

69




25. PRIOR YEAR ADJUSTMENTS (continued)

As Effect of previously prior year As

stated adjustments restatedRM RM RM

Statement of financial position Note

As at 1 January 2016

Current LiabilityTrade payables (ii) 7,600,160 (3,323,678) 4,276,482

EquityReserves (ii) 15,237,270 4,133,668 19,370,938 Accumulated losses (i), (ii) (59,695,626) (809,990) (60,505,616)

As at 31 December 2016

Non-Current AssetDeferred tax assets (iv) 59,000 (59,000) -

Current LiabilitiesTrade payables (ii), (iii) 12,470,064 (8,223,689) 4,246,375 Other payables (i) 2,298,701 631,800 2,930,501

EquityReserves (ii) 14,563,630 4,806,938 19,370,568 Accumulated losses (i), (ii) (64,961,078) 2,749,551 (62,211,527) Non-controlling interest (iv) (71,405) (23,600) (95,005)

As a result, the following adjustments were made retrospectively to the financial statements ofprior year to conform with current year presentation.

Group

70







Statement of profit or loss and other comprehensive income

For the financial year ended 31 December 2016

Cost of sales (iii) (4,366,016) 4,226,741 (139,275) Administrative expenses (i) (1,010,984) (631,800) (1,642,784) Tax expenses (iv) 64,719 (59,000) 5,719 Loss after tax (i), (iii), (iv) (5,343,545) 3,535,941 (1,807,604) Exchange difference on translating foreign operation (ii) 673,640 (674,010) (370)

Loss per share (sen) (1.03) 0.70 (0.33)

Loss after tax attributable to:Owners of the Company (i), (iii), (iv) (5,265,452) 3,559,541 (1,705,911) Non-controlling interest (iv) (78,093) (23,600) (101,693)

Total comprehensive expense attributable to:Owners of the Company (i), (ii), (iii) (4,591,812) 2,885,531 (1,706,281) Non-controlling interest (iv) (78,093) (23,600) (101,693)

Group

71







Company

Statement of financial position

As at 31 December 2016

Current LiabilityOther payables (i) 1,811,986 631,800 2,443,786

EquityAccumulated losses (i) (55,104,063) (631,800) (55,735,863)

Statement of profit or loss and other comprehensive income

For the financial year ended 31 December 2016

Administrative expenses (i) (610,988) (631,800) (1,242,788) Loss after tax (i) (891,986) (631,800) (1,523,786)

72





31 DECEMBER 2018

(In Liquidation)




Contents Page












WINTONI GROUP BERHAD(Incorporated in Malaysia)(In Liquidation)







PRINCIPAL BANKER : Hong Leong Bank Berhad

1



DIRECTORS' REPORT



FINANCIAL RESULTS

Group CompanyRM RM

Loss for the financial year (539,930) (488,260)

Loss attributable to:(535,669) (488,260)

(4,261) - (539,930) (488,260)







The Group and Company has ceased their operations since financial year 2015 except for thesubsidiary company, Syscomp Technology Sdn. Bhd. ("Syscomp") has ceased their operation sinceOctober 2017.


On 17 August 2017, the Company was served with a winding up order under the provision of theCompany Act, 2016. For the purposes of the winding up, a liquidator has been appointed by the Courtto handle the winding process. (Refer to Note 23 for the details)


2





DIVIDENDS



Warrants 2014/2019


Warrants As at As at 01.01.2018 Issued Exercised 01.01.2018

Warrants 2014/2019216,000,000 - - 216,000,000



No dividend has been paid or declared since the end of the previous financial year. The directors do notrecommend that any dividend to be paid in respect of the current financial year.



There were no new ordinary shares issued by virtue of the exercise of warrants. As at the end of thefinancial year, 216,000,000 units of warrants remained unexercised.


On 22 February 2019, the 216,000,000 units of warrants 2014/2019 has lapsed.


3




DIRECTORS

Mohd Nasir Bin Salleh Kamal Bin Abdul Aziz Choo Ah Kow (appointed on 15 October 2019)Wong Mei Tien (f) Cheah Kwong LeeYeo Chen Ying (appointed on 11 October 2019)


As at As at01.01.2018 Acquired Sold 31.12.2018




name of directorsShareholdings in the


None of the directors or past directors of the Group and of the Company have received anyremunerations from the Group and the Company during the financial year.




Other than disclosed above, the other director in office at the end of the financial year did not have anyinterest in the shares of the Company or its related corporations during the financial year.

According to the register of directors' shareholdings, the interests of directors in office at the end of thefinancial year in the ordinary shares of the Company during the financial year were as follows:


4




DIRECTORS' BENEFITS


(i)

(ii)


(i)

(ii)

(iii)

(iv)




which would render the amount written off for bad debts inadequate to any substantial extent orto make any provision for doubtful debt in respect of financial statements of the Group and of theCompany inadequate to any substantial extent; or


Since the end of the previous financial year, none of the directors of the Company has received orbecome entitled to receive a benefit (other than a benefit included in the aggregate amount ofremuneration received or due and receivable by the directors shown in the financial statements or thefixed salary of a full-time employee of the Company) by reason of a contract made by the Company or arelated corporation with the director or with a firm of which the director is a member, or with acompany in which the director has a substantial financial interest.


to ascertain that proper action had been taken in relation to the writing off of bad debts and themaking of allowance for doubtful debts and satisfied themselves that all known bad debts hadbeen written off and that no provision for doubtful debts was necessary; and


5






(i)

(ii)

SIGNIFICANT AND SUBSEQUENT EVENTS DURING THE FINANCIAL YEAR



any contingent liability in respect of the Group and of the Company which has arisen since the endof the financial year.



6




AUDITORS






7






Subscribed and solemnly declared by )CHEAH KWONG LEE )at Puchong in the state of Selangor Darul Ehsan )on 17 March 2020 ) CHEAH KWONG LEE

Before me,





8


(Incorporated in Malaysia)(In Liquidation)


Qualified Opinion

Basis for Qualified Opinion

1.

a)

We have audited the financial statements of WINTONI GROUP BERHAD, which comprise thestatements of financial position as at 31 DECEMBER 2018 of the Group and of the Company, andstatements of profit or loss and other comprehensive income, statements of changes in equity andstatements of cash flows of the Group and of the Company for the financial year then ended, andnotes to the financial statements, including a summary of significant accounting policies, as set outon pages 17 to 77.

In our opinion, except for the possible effects of the matter described in the Basis for QualifiedOpinion section of our report, the accompanying financial statements give a true and fair view offinancial position of the Group and of the Company as at 31 December 2018, and of their financialperformance and their cash flows for the year then ended in accordance with Malaysian FinancialReporting Standard, International Financial Reporting Standards and the requirements of theCompanies Act, 2016 in Malaysia.


The Auditors' Report on the previous financial year had been issued with Disclaimer ofOpinion. We were unable to satisfy ourselves in respect of the following assertions and obtainsufficient appropriate audit evidence to determine whether the opening balances as of 1January 2018 for the following do not contain material misstatement:

The accuracy and existence for a portion of other payables and accruals balances as at 1January 2018 of the Group amounting to RM70,475.


9



Basis for Qualified Opinion (continued)

2.

a)

b)

c) We were unable to perform sufficient appropriate audit procedure on the subsidiarycompany, Planet Wireless Sdn. Bhd., which has been consolidated using unauditedmanagement account as disclosed in Note 6, to satisfy ourselves on the appropriatenessof the financial statements for consolidation purpose.



In view of the non-availability of the statutory information to ascertain the status of theforeign subsidiary, Planet Wireless Holding Limited, we were unable to obtainappropriate audit evidence and information as to determination of the status andfinancial position of the said foreign subsidiary, we were unable to ascertain that theconsolidated financial statements do not contain material misstatements.


10




3.

On 17 August 2017, the Company was served with a winding up order under the provision ofthe Company Act, 2016. For the purposes of the winding up, a liquidator has been appointedby the Court to handle the winding process. (Refer to Note 23 for the details)




As at 31 December 2018, the current liabilities of the Group and of the Company exceeded itscurrent assets by RM7,377,387 and RM2,649,520 respectively. The Group and the Companyalso recorded a deficit in shareholders’ fund of RM7,377,387 and RM2,649,520 respectively.




11




3.



Information Other than the Financial Statements and Auditors’ Report Thereon

The directors of the Group and the Company are responsible for the other information. The otherinformation comprises the Directors’ Report but does not include the financial statements of theGroup and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and the Company does not cover theDirectors’ Report and we do not express any form of assurance conclusion thereon.


We conducted our audit in accordance with approved standards on auditing in Malaysia andInternational Standards on Auditing. Our responsibilities under those standards are furtherdescribed in the Auditors' Responsibilities for the Audit of Financial Statements section of ourreport. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified opinion.


12

WINTONI GROUP BERHAD (Company No.: 766535-P) (continued)(Incorporated in Malaysia)(In Liquidation)


Key Audit Matters


Information Other than the Financial Statements and Auditors’ Report Thereon (continued)

In connection with our audit of the financial statements of the Group and the Company, ourresponsibility is to read the Directors’ Report and, in doing so, consider whether the Directors’Report is materially inconsistent with the financial statements of the Group and the Company orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of theDirectors’ Report, we are required to report that fact. As described in the Basis for QualifiedOpinion section above, we were unable to conclude whether or not the Directors' Report ismaterially misstated with respect to these matters.

Key audit matters are those matters that, in our professional judgement, were of most significancein our audit of the financial statements of the Group and of the Company for the current year.Except for the matters described in the Basis for Qualified Opinion section, we have determinedthat there are no key audit matters to communicate in our report.



13




(i)

(ii)

(iii)

(iv)

As part of an audit in accordance with approved standards on auditing in Malaysia andInternational Standards on Auditing, we exercise professional judgement and maintainprofessional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements of the Groupand of the Company, whether due to fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the Group’s and the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Group’s or the Company’s abilityto continue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditors’ report to the related disclosures in the financialstatements of the Group and of the Company or, if such disclosures are inadequate, to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors’ report. However, future events or conditions may cause the Group or the Companyto cease to continue as a going concern.

Our objectives are to obtain reasonable assurance about whether the financial statements of theGroup and of the Company as a whole are free from material misstatement, whether due to fraudor error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with approvedstandards on auditing in Malaysia and International Standards on Auditing will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements.

14



Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

(v)

(vi)


(a)

Evaluate the overall presentation, structure and content of the financial statements of theGroup and of the Company, including the disclosures, and whether the financial statements ofthe Group and of the Company represent the underlying transactions and events in a mannerthat achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the financialstatements of the Group. We are responsible for the direction, supervision and performanceof the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable,related safeguards.

From the matters communicated with the directors, we determine those matters that were ofmost significance in the audit of the financial statements of the Group and of the Company for thecurrent year and are therefore the key audit matters. We describe these matters in our auditors’report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected to outweighthe public interest benefits of such communication.


In our opinion, the accounting and other records for the matters as described in the Basis forQualified Opinion have not been properly kept by the Company in accordance with theprovisions of the Companies Act, 2016.

15



Report on Other Legal and Regulatory Requirements (continued)

(b)


Other Matters

The Auditors' report on the previous financial year had been issued with Disclaimer of Opinion.



Date: 17 March 2020

Puchong



16




GroupNote 2018 2017

RM RM

NON-CURRENT ASSET

Plant and equipment 5 - -

CURRENT ASSETS

Trade receivables 7 53 665 Other receivables 8 11,102 15,520 Cash and bank balances 2,566 17,654

13,721 33,839

TOTAL ASSETS 13,721 33,839


17




GroupNote 2018 2017

RM RM


EQUITY

Share capital 9 35,849,031 35,849,031 Share premium 10 - - Reserves 11 19,378,301 19,381,090 Accumulated losses 12 (62,486,664) (61,950,995)

Total equity attributable to owners of the Company (7,259,332) (6,720,874)

Non-controlling interest 6 (118,055) (113,794)

TOTAL EQUITY (7,377,387) (6,834,668)

CURRENT LIABILITIES

Trade payables 13 4,200,800 4,200,800 Other payables 13 3,179,045 2,644,626 Tax payable 11,263 23,081

7,391,108 6,868,507

TOTAL LIABILITIES 7,391,108 6,868,507

TOTAL EQUITY AND LIABILITIES 13,721 33,839


18




Company2018 2017

RM RM

NON-CURRENT ASSET Note

Investment in subsidiary companies 6 - -

- -

CURRENT ASSET

Other receivables 8 11,102 11,102 Cash and bank balances - -

11,102 11,102

TOTAL ASSETS 11,102 11,102

EQUITY AND LIABILITY

EQUITY

Share capital 9 35,849,031 35,849,031 Reserves 11 17,456,580 17,456,580 Accumulated losses 12 (55,955,131) (55,466,871)

Total equity attributable to owners of the Company (2,649,520) (2,161,260)

CURRENT LIABILITY

Other payables 13 2,660,622 2,172,362 2,660,622 2,172,362

TOTAL LIABILITY 2,660,622 2,172,362

TOTAL EQUITY AND LIABILITY 11,102 11,102


19




Note 2018 2017 2018 2017RM RM RM RM

Revenue 14 - 213,109 - -

Less: Cost of sales - (100,512) - -

GROSS PROFIT - 112,597 - -

Add: Other operating income 23 666,818 - 587,469

Less: Administrative expenses (539,953) (519,210) (488,260) (316,045)

Less: Other operating expenses (18,462) - (2,432)

(LOSS)/PROFIT FROM OPERATIONS (539,930) 241,743 (488,260) 268,992

Less: Finance costs - - - -

(LOSS)/PROFIT BEFORE TAXATION 15 (539,930) 241,743 (488,260) 268,992

Less: Taxation 16 - - - -

(LOSS)/PROFIT AFTER TAXATION (539,930) 241,743 (488,260) 268,992

Other comprehensive (expense)/ income:

Exchange difference on translating foreign operation (2,789) 10,522 - -

Other comprehensive (expense) /income for the financial year, net of tax (2,789) 10,522 - -

TOTAL COMPREHENSIVE (EXPENSE) / INCOME FOR THE FINANCIAL YEAR, NET OF TAX (542,719) 252,265 (488,260) 268,992


Group Company

20




Note 2018 2017 2018 2017RM RM RM RM

(LOSS)/PROFIT AFTER TAXATION ATTRIBUTABLE TO:Owners of the Company (535,669) 260,532 (488,260) 268,992 Non-controlling interest (4,261) (18,789) - -

(539,930) 241,743 (488,260) 268,992

TOTAL COMPREHENSIVE (EXPENSE)/INCOME FOR THE FINANCIAL YEAR, NET OF TAX ATTRIBUTABLE TO:Owners of the Company (538,458) 271,054 (488,260) 268,992 Non-controlling interest (4,261) (18,789) - -

(542,719) 252,265 (488,260) 268,992

(Losses)/earnings per share attributable to owners of the Company (sen) - Basic 17 (0.10) 0.05 - Diluted 17 (0.10) 0.05


Group Company

21




Note 2018 2017 2018 2017RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/profit before taxation (539,930) 241,743 (488,260) 268,992

Adjustments for: Other receivable written off - 11,692 - 2,432 Depreciation Property, plant and equipment 5 - 2,967 - - Impairment loss Property, plant and equipment 5 - 6,770 - -

Operating (loss)/profit before working capital changes (539,930) 263,172 (488,260) 271,424

(Increase)/decrease in receivables 5,030 7,524 - (11,102) Increase/(decrease) in payables 531,630 (320,539) 488,260 (271,424)

Cash used in operations (3,270) (49,843) - (11,102)

Income tax paid (11,818) (5,600) - -

Net cash used inoperating activities (15,088) (55,443) - (11,102)

Group Company


22




Note 2018 2017 2018 2017RM RM RM RM

Net decrease in cash and cash equivalents (15,088) (55,443) - (11,102)

Cash and cash equivalents as at beginning of the financial year 17,654 73,294 - 11,102

Effects of exchange rate changes on cash and cash equivalents - (197) - -

Cash and cash equivalents as atend of the financial year 2,566 17,654 - -

Cash and cash equivalents comprise of:Cash and bank balances 2,566 17,654 - -


Group Company

23

C

ompa

ny N

o.: 7

6653

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25







2.2



The Company is principally an investment holding company. The principal activities of thesubsidiary companies are disclosed in Note 6 to the financial statements.




The principal place of business of the Company is located at Unit No. A-32-3A, Level 32 MenaraUOA Bangsar, No. 5. Jalan Bangsar Utama 1, 59000 Kuala Lumpur.


The financial statements were authorised for issue by the Board of Directors in accordance with aresolution of the directors on 17 March 2020.

The financial statements of the Group and of the Company have been prepared in accordancewith Malaysian Financial Reporting Standards ("MFRS"), International Financial ReportingStandards ("IFRS") and the requirements of the Companies Act 2016 ("CA 2016") inMalaysia.

The Group and Company has ceased their operations since financial year 2015 except for thesubsidiary company, Syscomp Technology Sdn. Bhd. ("Syscomp") has ceased their operation sinceOctober 2017.

The accounting policies adopted by the Group and the Company are consistent with thoseadopted in the previous year except for the changes stated in Note 2.4.

26







MFRS 9

MFRS 15 Revenue from Contracts with CustomersMFRS 15 Clarifications to MFRS 15Amendments to MFRS 140 Transfers of Investment PropertyIC Interpretation 22





MFRS 16 LeasesAmendments to MFRS 119Amendments to MFRS 128

IC Interpretation 23 Uncertainty over Income Tax TreatmentsAnnual Improvements to MFRS Standards 2015–2017 Cycle


Amendments to MFRS 3 Business Combinations Amendments to MFRS 101 Amendments to MFRS 108

Amendments to MFRS 134 Amendments to MFRS 137


Plan Amendment, Curtailment or Settlement

Provisions, Contingent Liabilities andContingent Assets

Presentation of Financial Statements

Interim Financial Reporting

Intangible assets

Classification and Measurement of Share-based Payment Transactions



Financial Instruments (IFRS 9 as issued byInternational Accounting Standards Board("IASB") in July 2014)

Accounting Policies, Changes in AccountingEstimates and Errors

The adoption of the above pronouncements did not have any material impact on the financialstatements of the Group and of the Company.


Prepayment Features with NegativeCompensation

27











The Group and the Company will adopt the above mentioned standards, amendments orinterpretations, if applicable, when they become effective in respective financial periods. TheDirectors do not expect any material impact to the financial statements of the abovepronouncements other than the Standard described below:


Currently under MFRS 117, a lease is classified either as a finance lease or anoperating lease based on the extent to which risks and rewards incidental toownership of the leased asset lie with the lessor or the lessee. A lessee recognises theasset and liability arising from a finance lease but not an operating lease. MFRS 16eliminates the distinction between finance leases and operating leases for lessees.

Under the new standard, a lessee is required to recognise the assets and liabilities inrespect of all leases, except for short-term leases of 12 months or less and leases oflow value assets. At the commencement of a lease, a lessee recognises a right-of-useasset and a corresponding lease liability. The lessee will be required to separatelyrecognise the depreciation on the right-of-use asset and interest expense on the leaseliability. Lessor accounting remained substantially unchanged from the currentaccounting under MFRS 117.



28





2.4


(a) Classification and measurement

Changes in accounting policies and disclosures

In the current year, the Group and the Company have applied MFRS 15 and MFRS 9 whichare effective for an annual period that begins on or after 1 January 2018. Several otheramendment and interpretations are also applied for the first time in 2018, but do not have amaterial effect on the financial statements of the Group and the Company. The Group and theCompany have not early adopted any standards, interpretations or amendments that havebeen issued but not yet effective.

The classification and measurement of financial assets and financial liabilities,

The changes of the new standards are described below:

MFRS 9 replaces MFRS 139 Financial Instruments: Recognition and Measurementeffective on 1 January 2018, introducing new requirements for:

Impairment of financial assets, andGeneral hedge accounting.

The Group and the Company applied MFRS 9 prospectively, with an initial applicationof 1 January 2018. As permitted by the standard, the Group and the Company haveelected not to restate the comparative information, which continues to be reportedunder MFRS 139. Under this method, any differences arising from the adoption ofMFRS 9, are recognised directly in retained earnings and other components of equityas at 1 January 2018.

Hedge accounting is not applicable to the Group.

Under MFRS 9, debt instruments are subsequently measured at fair valuethrough profit or loss, amortised cost, or fair value through othercomprehensive income (OCI). The classification is based on two criteria,which are the Group’s and the Company's business model for managing theassets; and whether the instruments’ contractual cash flows represent ‘solelypayments of principal and interest’ on the principal amount outstanding.

29





2.4

2.4.1 MFRS 9 Financial Instruments (continued)

(a) Classification and measurement (continued)

(i)

(ii)

Changes in accounting policies and disclosures (continued)

The classification and measurement requirements of MFRS 9 did not have asignificant impact on the Group and the Company as at 1 January 2018 and asat reporting date 31 December 2018. The Group and the Company continuedmeasuring at fair value all financial assets previously held at fair value underMFRS 139. The following are the changes in the classification of the Group’sand the Company's financial assets:

The assessment of the Group’s and the Company's business model weremade as of the date of initial application, 1 January 2018. The assessment ofwhether contractual cash flows on debt instruments are solely comprised ofprincipal and interest was made based on the facts and circumstances as atthe initial recognition of the assets.

The Group and the Company have not designated any financial liabilities atfair value through profit or loss. There are no changes in classification andmeasurement for the Group’s and the Company‘s financial liabilities.

The Group’s investments in equity instruments (not held for trading)that were previously classified as Available for sale financial assetsand were measured at fair value at each reporting date under MFRS139 have been designated as at fair value through OCI. The change infair value on these equity instruments continues to be accumulatedin the fair value reserve.

Trade receivables and other current financial assets previouslyclassified as Loans and receivables are held to collect contractualcash flows and give rise to cash flows representing solely paymentsof principal and interest. These are now classified and measured asfinancial assets measured at amortised cost beginning 1 January2018.

30





2.4

2.4.1 MFRS 9 Financial Instruments (continued)

(b) Impairment

2.4.2 Revenue from contracts with customers

The 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customerStep 2: Identify the performance obligations in the contractStep 3: Determine the transaction priceStep 4: Allocate the transaction price to the performance obligations in the contractStep 5: Recognise revenue when (or as) the entity satisfies a performance obligation


The adoption of MFRS 9 has fundamentally changed the Group’s and theCompany's accounting for impairment losses for financial assets by replacingMFRS 139’s incurred loss approach with a forward-looking expected creditloss (ECL) approach. MFRS 9 requires the Group and the Company torecognise an allowance for ECLs for all debt instruments not held at fairvalue through profit or loss and contract assets.

Based on the assessment performed, the impairment requirements of MFRS9 did not have a significant impact on the Group and the Company as at 1January 2018 and as at reporting date 31 December 2018.

MFRS 15 supersedes MFRS 111 Construction Contracts, MFRS 118 Revenue andrelated Interpretations and it applies, with limited exceptions, to all revenue arisingfrom contracts with customers. MFRS 15 establishes a five-step model to account forrevenue arising from contracts with customers and requires that revenue berecognised at an amount that reflects the consideration to which an entity expects tobe entitled in exchange for transferring goods or services to a customer.

Under MFRS 15, an entity recognises revenue when (or as) a performance obligationis satisfied, i.e. when ‘control’ of the goods or services underlying the particularperformance obligation is transferred to the customer. The standard also specifiesthe accounting for the incremental costs of obtaining and costs directly related tofulfilling a contract.

MFRS 15 requires the Group and the Company to exercise judgement, taking intoconsideration all by the relevant facts and circumstances when applying each of theabove steps to the contracts with their customers.

31





2.4

2.4.2 Revenue from contracts with customers (continued)

2.4.2.1 Sales of Services



As at the reporting date, the Company has net liabilities of RM2,649,520 (2017:RM2,161,260) and net current liabilities of RM2,649,520 (2017: RM2,161,260) respectively.

The Group and the Company adopted MFRS 15 using the modified retrospectivemethod of adoption with the date of initial application of 1 January 2018. Under thismethod, the standard can be applied either to all contracts at the date of initialapplication or only to contracts that are not completed at this date. The Group andthe Company elected to apply the standard to all contracts as at 1 January 2018. Thecomparative information was not restated.

Under MFRS 15, revenue is recognised at the point in time upon thecustomer acceptance of the services or period of time as per stated incontract with customer, which is generally at the time of delivery.

There is no material impact arising from the adoption of MFRS 15.



The details of the significant changes and impact of the changes are set out below.

Previously, the Group and the Company recognised revenue for all serviceswhen the ‘significant risks and rewards’ of ownerships of the services havebeen transferred to the buyer.

As at the reporting date, the Group has net liabilities of RM7,377,387 (2017: RM6,834,668)and net current liabilities of RM7,377,387 (2017: RM6,834,668) respectively.

32





2.6 Fundamental Accounting Concept (continued)






33





3.1

-

-

-

- - - -






Recognises the fair value of the consideration received;Recognises the fair value of any investment retained in the former subsidiary;







Derecognises the carrying amount of any non-controlling interest in the formersubsidiary;Derecognises the cumulative foreign exchange translation differences recorded inequity;

34





3.1








35










All other business combinations are accounted for using the acquisition method. The cost ofan acquisition is measured as the aggregate of the consideration transferred measured at fairvalue on the date of acquisition and the amount of any non-controlling interests in theacquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of theacquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred andincluded in administrative expenses.

36






3.4




Property, plant and equipment



37





3.4




At each reporting date, the Group and the Company assess whether there is any indication ofimpairment. If such indications exist, an analysis is performed to assess whether the carryingamount of the asset is fully recoverable. A write down is made if the carrying amountexceeds the recoverable amount. See accounting policy Note 3.5 on impairment of non-financial assets.



Property, plant and equipment (continued)


The Group and the Company assess at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairmentassessment for an asset is required, the Group and the Company make an estimate of theasset’s recoverable amount.


38










39






3.7 Financial assets

Current financial year

Financial assets are classified, at initial recognition, as subsequently measured at amortisedcost, fair value through other comprehensive income (FVOCI), and fair value through profitor loss (FVTPL).

For the purpose of subsequent measurement under MFRS 9, financial assets are classified asfollows:

The classification of financial assets at initial recognition depends on the financial asset’scontractual cash flow characteristics and the Company's business model for managing them.With the exception of trade receivables that do not contain a significant financing componentor for which the Company have applied the practical expedient, the Company initiallymeasure a financial asset at its fair value plus, in the case of a financial asset not at fair valuethrough profit or loss, transaction costs. Trade receivables that do not contain a significantfinancing component or for which the Company have applied the practical expedient aremeasured at the transaction price determined under MFRS 15.

The Company's business model for managing financial assets refer to how it manages itsfinancial assets in order to generate cash flows. The business model determines whethercash flows will result from collecting contractual cash flows, selling the financial assets, orboth.

Comparing to MFRS 139, financial assets were previously classified in one of fourmeasurement models such as fair value through profit or loss (FVTPL), loans andreceivables, Held-To-Maturity ("HTM") investments and Available-For-Sale ("AFS") financialassets.



40





3.7

3.7.1 Financial assets at amortised cost

(a)

(b)

3.7.2 Financial assets at FVOCI

Debt instruments

Debt instruments are measured at FVOCI if both of the following conditions are met:

(a)

(b)


Financial assets shall be measured at amortised cost if both of the followingconditions are met:

the financial asset is held within a business model with the objective to holdfinancial assets in order to collect contractual cash flows; and

the contractual terms of the financial asset give rise on specified dates tocash flows that are solely payments of principal and interest on the principalamount outstanding.

Financial assets at amortised cost are subsequently measured using the effectiveinterest (EIR) method and are subject to impairment. Gains and losses are recognisedin profit or loss when the asset is derecognised, modified or impaired.

The Group's and the Company's financial assets at amortised cost includes tradereceivables and cash and bank balances.

the financial asset is held within a business model with the objective of bothholding to collect contractual cash flows and selling; and


For debt instruments at FVOCI, interest income, foreign exchange revaluation andimpairment losses or reversals are recognised in the statement of profit or loss andcomputed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, thecumulative fair value change recognised in OCI is recycled to profit or loss.

The Group and the Company do not hold any debt instruments at FVOCI in thecurrent and previous financial year.

Current financial year (continued)

41





3.7

3.7.2 Financial assets at FVOCI (continued)

Equity instruments



Financial assets at FVTPL include financial assets held for trading, financial assetsdesignated upon initial recognition at FVTPL, or financial assets mandatorilyrequired to be measured at fair value. Financial assets are classified as held fortrading if they are acquired for the purpose of selling or repurchasing in the nearterm. Derivatives, including separated embedded derivatives, are also classified asheld for trading unless they are designated as effective hedging instruments.Financial assets with cash flows that are not solely payments of principal and interestare classified and measured at FVTPL, irrespective of the business model.Notwithstanding the criteria for debt instruments to be classified at amortised costor at FVOCI, as described above, debt instruments may be designated at fair valuethrough profit or loss on initial recognition if doing so eliminates, or significantlyreduces, an accounting mismatch.

Financial assets categorised as fair value through profit or loss are measured in thestatement of financial position at fair value with net changes in fair value recognisedin the statement of profit or loss.

The Group and the Company do not hold any equity instruments at FVOCI in thecurrent and previous financial year.


This category comprises investment in equity that is not held for trading, and theGroup and the Company irrevocably elect to present subsequent changes in theinvestment's fair value in other comprehensive income. This election is made on aninvestment-by-investment basis. Dividends are recognised as income in profit or lossunless the dividend clearly represents a recovery of part of the cost of investment.Other net gains and losses are recognised in other comprehensive income. Onderecognition, gains and losses accumulated in other comprehensive income are notreclassified to profit or loss.

42





3.7


(a)

(b)

(c)

This category includes derivative instruments and listed equity investments whichthe Group and the Company had not irrevocably elected to classify at FVOCI.Dividends on listed equity investments are also recognised as other income in thestatement of profit or loss when the right of payment has been established.

A derivative embedded in a hybrid contract, with a financial liability or non-financialhost, is separated from the host and accounted for as a separate derivative if:



the economic characteristics and risks are not closely related to the host;

a separate instrument with the same terms as the embedded derivativewould meet the definition of a derivative; and

hybrid contract is not measured at fair value through profit or loss.

Embedded derivatives are measured at fair value with changes in fair valuerecognised in profit or loss. Reassessment only occurs if there is either a change inthe terms of the contract that significantly modifies the cash flows that wouldotherwise be required or a reclassification of a financial asset out of the fair valuethrough profit or loss category.

The Group and the Company do not have any financial assets at FVTPL in the currentand previous financial year end.

Previous financial year

In the previous financial year, financial assets of the Group and the Company were classifiedand measured under MFRS 139, Financial Instruments: Recognition and Measurement asfollows:


The Group and the Company determine the classification of financial assets upon initialrecognition. The categories include financial assets at FVTPL, loans and receivables, Held-To-Maturity ("HTM") investments and Available-For-Sale ("AFS") financial assets.

43





3.7



Non-derivative financial assets with fixed or determinable payments and fixedmaturities are classified as held to maturity when the Group and the Company hasthe positive intention and ability to hold them to maturity. After initial measurement,held to maturity investments are measured at amortised cost using the EffectiveInterest Rate ("EIR"), less impairment. Amortised cost is calculated by taking intoaccount any discount or premium on acquisition and fees or costs that are an integralpart of the EIR. The EIR amortisation is included as finance income in the statementsof profit or loss. The losses arising from impairment are recognised in the statementsof profit or loss as finance costs.

Financial assets at FVTPL could be presented as current or non-current. Financialassets that are held primarily for trading purposes are presented as current, whereasfinancial assets that are not held primarily for trading purposes are presented ascurrent or non-current based on the settlement date.

Financial assets are classified as financial assets at FVTPL if they are held for tradingor are designated as such upon initial recognition. Financial assets are classified asheld for trading if they are acquired principally for sale in the near term or arederivatives that do not meet the hedge accounting criteria (including separatedembedded derivatives).

Subsequent to initial recognition, financial assets at FVTPL are measured at fairvalue. Any gains or losses arising from changes in fair value are recognised in profitor loss. Net gains or net losses on financial assets at FVTPL do not include exchangedifferences, interest and dividend income. Exchange differences, interest anddividend income on financial assets at FVTPL are recognised separately in profit orloss as part of other income or other losses.

The Group and the Company do not have any HTM investments at the previousfinancial year end.

The Group and the Company do not have any financial assets at FVTPL at theprevious financial year end.


Previous financial year (continued)

44





3.7




Previous financial year (continued)

Loans and receivables are classified as current assets, except for those havingmaturity dates later than 12 months after the financial year end, these are classifiedas non-current.

After initial recognition, AFS financial assets are measured at fair value. Any gains orlosses from changes in fair value of the financial assets are recognised in othercomprehensive income, except that impairment losses, foreign exchange gains andlosses on monetary instruments and interest calculated using the effective interestmethod are recognised in profit or loss. The cumulative gain or loss previouslyrecognised in other comprehensive income is reclassified from equity to profit orloss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss.Dividends on an AFS equity instrument are recognised in profit or loss when theGroup's and the Company's right to receive payment is established.

Subsequent to initial recognition, loans and receivables are measured at amortisedcost using the effective interest method. Gains and losses are recognised in profit orloss through the amortisation process and when the loans and receivables areimpaired or derecognised.


AFS financial assets which are not expected to be realised within 12 months after thefinancial year end are classified as non-current assets.

The Group and the Company do not have any AFS financial assets at the previousfinancial year end.

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

45





3.7



A financial asset or part of it is derecognised when, and only when, the contractual rights tothe cash flows from the financial asset expired or transferred, or control of the asset is notretained or substantially all of the risks and rewards of ownership of the financial asset aretransferred to other party. On derecognition of a financial asset, the difference between thecarrying amount of the financial asset and the sum of consideration received (including anynew asset obtained less any new liability assumed) is recognised in profit or loss.

The Group and the Company measure loss allowance at an amount equal to lifetime expectedcredit loss, except for debt securities that are determined to have low credit risk at thereporting date, cash and bank balances and other debt securities for which credit risk has notincreased significantly since initial recognition, which are measured at 12-month expectedcredit loss. For trade receivables, contract assets and lease receivables, loss allowance aremeasured based on lifetime expected credit losses at each reporting date. The Group and theCompany estimate the expected credit losses on trade receivables using a provision matrixwith reference to historical credit loss experience, adjusted for forward looking factorspecific to the debtors and the economic environment.

The Group and the Company recognise an allowance for expected credit losses (“ECL”) for allfinancial assets measured at amortised cost, debt instruments measured at fair valuethrough other comprehensive income, contract assets and lease receivables. ECL are basedon the difference between the contractual cash flows due in accordance with the contractand all the cash flows that the Group and the Company expect to receive, discounted at anapproximation of the original effective interest rate.

Lifetime expected credit losses are the expected credit losses that result from all possibledefault events over the expected life of the asset, while the 12-month expected credit lossesare the portion of the expected credit losses that result from default events that are possiblewithin the 12 months after the reporting date.

The Group and the Company have applied MFRS 9 – Financial Instruments prospectively,with an initial application date of 1 January 2018. As permitted by MFRS 9, the Group and theCompany have elected not to restate comparatives.

Current Financial Year

46






(i) Financial assets carried at amortised cost

Current Financial Year (continued)

In determining whether the credit risk of a financial asset has increased significantly sinceinitial recognition and when estimating expected credit loss, the Group and the Companyconsider reasonable and supportable information that is relevant and available withoutundue cost or effort.

An impairment loss in respect of the financial assets measured at amortised cost and debtinvestments measured at fair value through other comprehensive income are recognised inprofit or loss. A financial asset is written off when there is no reasonable expectation ofrecovering the contractual cash flows of the financial asset.

At each reporting date, the Group and the Company assess whether the financial assetscarried at amortised cost and debt securities carried at fair value through othercomprehensive income are credit-impaired. A financial asset is credit-impaired when one ormore events that have a detrimental impact on the estimated future cash flows of thatfinancial asset have occurred.

Previous Financial Year


For financial assets carried at amortised cost, such as trade receivables, assets thatare assessed not to be impaired individually are subsequently assessed forimpairment on a collective basis based on similar risk characteristics. Objectiveevidence of impairment for a portfolio of receivables could include the Group’s andthe Company’s past experience of collecting payments, an increase in the number ofdelayed payments in the portfolio past the average credit period and observablechanges in national or economic conditions that correlate with default on receivables.

47






(i) Financial assets carried at amortised cost (continued)

(ii) AFS financial assets

If an AFS financial asset is impaired, an amount comprising the difference between itscost (net of any principal payment and amortisation or accretion) and its current fairvalue, less any impairment loss previously recognised in profit or loss, is transferredfrom equity to profit or loss.

Previous Financial Year (continued)

The carrying amount of the financial asset is reduced by the impairment loss directlyfor all financial assets with the exception of trade receivables, where the carryingamount is reduced through the use of an allowance account. When a trade receivablebecomes uncollectible, it is written off against the allowance account.

Impairment losses on AFS equity investments are not reversed in profit or loss in thesubsequent periods. Increase in fair value, if any, subsequent to impairment loss isrecognised in other comprehensive income. For AFS debt investments, impairmentlosses are subsequently reversed in profit or loss if an increase in the fair value of theinvestment can be objectively related to an event occurring after the recognition ofthe impairment loss in profit or loss.

In the case of equity investments classified as AFS, objective evidence would includea significant or prolonged decline in the fair value of the investment below its cost,significant financial difficulties of the issuer or obligor, and the disappearance of anactive trading market.

If in a subsequent period, the amount of the impairment loss decreases and thedecrease can be related objectively to an event occurring after the impairment wasrecognised, the previously recognised impairment loss is reversed to the extent thatthe carrying amount of the asset does not exceed its amortised cost at the reversaldate. The amount of reversal is recognised in profit or loss.

48





3.9

3.10

Current financial year


(a)

(b)

(c)




a group of financial liabilities or assets and financial liabilities is managedand its performance is evaluated on a fair value basis, in accordance with adocumented risk management or investment strategy, and informationabout the group is provided internally on that basis to the Group's and theCompany's key management personnel; or

if a contract contains one or more embedded derivative and the host is not afinancial asset in the scope of MFRS 9, where the embedded derivativesignificantly modifies the cash flows and separation is not prohibited.

The categories of financial liabilities at an initial recognition are as follows:

On initial recognition, the Group and the Company may irrevocably designate afinancial liability that otherwise meets the requirements to be measured atamortised cost at fair value through profit or loss:

if doing so eliminates or significantly reduces an accounting mismatch thatwould otherwise arise;

Share capital


49





3.10


3.10.1 Financial liabilities at FVTPL (continued)

3.10.2 Amortised cost

3.10.3

(a)

(b)


Financial liabilities categorised as FVTPL are subsequently measured at fair valuewith gains or losses, including any interest expense are recognised in the profit orloss.

For financial liabilities where it is designated as FVTPL upon initial recognition, theGroup and the Company recognise the amount of change in fair value of the financialliability that is attributable to change in credit risk in the other comprehensiveincome and remaining amount of the change in fair value in profit or loss, unless thetreatment of the effects of changes in the liability's credit risk would create or enlarge an accounting mismatch.

The Group and the Company do not have financial liabilities at FVTPL in the currentand previous financial year.

Financial guarantees issued are initially measured at fair value. Subsequently, theyare measured at higher of:

the amount of the loss allowance; and

the amount initially recognised less, when appropriate, the cumulativeamount of income recognised in accordance to the principles of MFRS 15,Revenue from Contracts with Customers.

Liabilities arising from financial guarantees are presented together with otherprovisions.

Other financial liabilities not categorised as FVTPL are subsequently measured atamortised cost using the effective interest method.

Interest expense and foreign exchange gains and losses are recognised in the profit or loss. Any gains or losses on derecognition are also recognised in the profit or loss.



50





3.10


Previous financial year



In the previous financial year, fair value arising from financial guarantee contracts areclassified as deferred income and is amortised to profit or loss using a straight-line methodover the contractual period or, when there is no specified contractual period, recognised inprofit or loss upon discharge of the guarantee. When settlement of a financial guaranteecontract becomes probable, an estimate of the obligation is made. If the carrying value of thefinancial guarantee contract is lower than the obligation, the carrying value is adjusted to theobligation amount and accounted for as a provision.

Financial liabilities categorised as FVTPL were subsequently measured at their fair valueswith the gain or loss recognised in profit or loss.

Derivatives that were linked to and must be settled by delivery of unquoted equityinstruments that did not have a quoted price in an active market for identical instrumentswhose fair values otherwise could not be reliably measured were measured at cost.

A financial liability or a part of it is derecognised when, and only when, the obligationspecified in the contract is discharged, cancelled or expired. A financial liability is alsoderecognised when its terms are modified and the cash flows of the modified liability aresubstantially different, in which case, a new financial liability based on modified terms isrecognised at fair value. On derecognition of a financial liability, the difference between thecarrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, isrecognised in profit or loss.

In the previous financial year, financial liabilities of the Group and the Company weresubsequently measured at amortised cost other than those categorised as fair value throughprofit or loss.

FVTPL category comprised financial liabilities that were derivatives or financial liabilitiesthat were specifically designated into this category upon initial recognition.


Derecognition

51





3.11 Income tax

3.11.1 Current tax

3.11.2 Deferred tax






Deferred tax assets are recognised for all deductible temporary differences,unutilised tax losses and unused tax credits, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences,unutilised tax losses and unused tax credits can be utilised except where the deferredtax asset arises from the initial recognition of an asset or liability in a transactionthat, at the time of the transaction, affects neither the accounting profit nor taxableprofit or loss.



52







3.12 Provisions

3.13

3.13.1

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


Revenue recognition

Revenue is measured at the fair value of consideration received or receivable. The Group andthe Company recognise revenue as follows:

Revenue from services is recognised at the point in time when the customeracceptance of the services or period of time as per stated in contract with customerwhich is generally at the time of delivery.

Services

In the comparative period, revenue is recognised upon the rendering services andwhen the outcome of the transaction can be estimated reliably. In the event theoutcome of the transaction could not be estimated reliably, revenue is recognised tothe extent of the expenses incurred that are recoverable.



53








3.15 Contingencies





Wages, salaries, social security contributions, paid annual leave, paid sick leave,bonuses and non-monetary benefits are recognised as expense in the financial year inwhich the associated services are rendered by employees of the Group and of theCompany. Short term accumulating compensated absences such as paid annual leaveare recognised when services are rendered by employees that increase theirentitlement to future compensated absences. Short term non-accumulatingcompensated absences such as sick leave are recognised when the absences occur.

The financial statements of the Group and of the Company are measured using thecurrency of the primary economic environment in which the Group and the Companyoperate (“the functional currency”). The consolidated financial statements arepresented in Ringgit Malaysia (“RM”), which is also the Group’s and the Company’sfunctional currency.


54





3.16 Foreign currency (continued)




For management purposes, the Group is organised into operating segments based on theirproducts and services and the geographical locations which are independently managed bythe respective segment managers responsible for the performance of the respectivesegments under their charge. The segment managers report directly to the management ofthe Company who regularly review the segment results in order to allocate resources to thesegments and to assess the segment performance.

Transactions in currencies other than the Group’s and the Company’s functionalcurrency (“foreign currencies”) are recorded in the functional currency using theexchange rates prevailing at the dates of the transactions. At each reporting date,monetary items denominated in foreign currencies are translated at the ratesprevailing on the reporting date. Non-monetary items carried at fair value that aredenominated in foreign currencies are translated at the rates prevailing on the datewhen the fair value was determined. Non-monetary items that are measured in termsof historical cost in a foreign currency are not translated. Exchange differencesarising on the settlement of monetary items, and on the translation of monetaryitems, are included in profit or loss for the period. Exchange differences arising onthe translation of non-monetary items carried at fair value are included in profit orloss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity.




55





3.18 Fair value measurement (continued)



-

-(ii) the party is an associated of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v)(vi)

(vii)

has joint control over the entity;


the party is a closed member of the family of any individual referred to in (i) or (iv);





the party is an entity that is controlled, joint controlled or significantly influenced by,or for which significant voting power in such entity resides with, directly orindirectly, any individual referred to in (iv) or (v); orthe party is a post-employment benefit plan for the benefit of employees of the entity,or of any entity that is a related party of the entity.



56







4.1








57






4.2.1

4.2.2

Deferred tax assets

Income taxes



58





Group Office equipment,

furniture and fittings Signboard Renovation Total

RM RM RM RM


Accumulated depreciationBalance as at 1 January 2018 1,428 440 6,192 8,060 Charge for the year - - - - Balance as at 31 December 2018 1,428 440 6,192 8,060

Accumulated impairment lossBalance as at 1 January 2018 1,336 660 4,774 6,770 Charge for the year - - - - Balance as at 31 December 2018 1,336 660 4,774 6,770


Accumulated depreciationBalance as at 1 January 2017 875 220 3,998 5,093 Charge for the year 553 220 2,194 2,967 Balance as at 31 December 2017 1,428 440 6,192 8,060

Accumulated impairment lossBalance as at 1 January 2017 - - - - Charge for the year 1,336 660 4,774 6,770 Balance as at 31 December 2017 1,336 660 4,774 6,770

Net carrying amountsBalance as at 31 December 2018 - - - - Balance as at 31 December 2017 - - - -

2018

2017

59





2018 2017RM RM


Less: Accumulated impairment losses Balance as at beginning of the financial year 21,900,000 21,900,000 Impairment losses recognised during the financial year - - Balance as at end of the financial year 21,900,000 21,900,000

Net carrying amount Balance as at end of the financial year - -


2017 Principal activities






#*@^


Syscomp Technology Sdn. Bhd. @^

60%


100%

The Company has disposed the subsidiaries company subequent to financial year end asdisclosed in Note 23.


100%



Company


Unaudited management account were used for consolidation purpose.Not audited by CAS Malaysia PLT.

100%

Company

Wintoni Engineering Sdn. Bhd. #^

Audited financial statement with material uncertainty relating to going concern.

2018

60





Non-controlling interest


2018 2017

40% 40%

(118,055) (113,794) Loss allocated to non-controlling interest (RM) (4,261) (18,789)

2018 2017RM RM

Non-current assets - - Current assets 2,619 22,737 Current liabilities (297,756) (307,222) Net liabilities (295,137) (284,485)

Loss/Total comprehensive lossfor the financial year (10,652) (46,972)

Included in the total comprehensive income is :-Revenue - 213,109

Net cash flows from operating activities (15,088) (39,779) Profit guarantee arisen from acquisition of Syscomp

In 23 June 2015, the Company completed the acquisition of Syscomp. As part of the acquisition, theVendor of Syscomp have provided the Company a profit guarantee that Syscomp shall attain profitafter tax not less than RM750,000 ("Guarantee Amount") for the financial year ended 30 June2016 ("Guarantee Period").

The summarised financial information for the Group's subsidiary company that has material non-controlling interest is as follows:-

Syscomp

Percentage of ownership interest and voting interest (%)

Carrying amount of non-controlling interest (RM)

Syscomp

61





Profit guarantee arisen from acquisition of Syscomp (continued)


2018 2017RM RM

Trade receivables - gross 539,027 539,639 (538,974) (538,974)

Trade receivables - net 53 665


2018 2017RM RM

Balance as at beginning of the financial year 538,974 538,974 Impairment losses recognised during the financial year - - Less: Reversal of impairment loss - - Balance as at end of the financial year 538,974 538,974



In the event that Syscomp fails to achieve the Guaranteed Amount during the Guarantee Period(“Shortfall”), the Vendor of Syscomp shall make good the Shortfall by paying Wintoni GroupBerhad in cash within 30 (thirty) days of the receipt of the written notice issued by Wintoni GroupBerhad.

Group



Group


62






2018 2017RM RM

Neither past due nor impaired 53 665

Past due 1 - 30 days - - Past due 31 - 60 days - - Past due more than 60 days 538,974 538,974

538,974 538,974 Impaired (538,974) (538,974) Past due but not impaired - -

53 665



Group


The Group’s normal trade credit term is within 30 days (2017: 30 days). Other credit terms areassessed and approved on a case by case basis.

Trade receivables that are neither past due nor impaired relate to customers for whom there areno default and considered to be creditworthy and able to settle their debts. None of the Group’sand of the Company's trade receivables that are neither past due nor impaired have beenrenegotiated during the financial year.

As at 31 December 2018, the Group and the Company have trade receivables that are past due atthe reporting date but not impaired amounting to Nil (2017: Nil). Trade receivables that are pastdue but not impaired relate to customers that have no expectation of default based on historicaldealings with the Group and the Company. Based on past experience and no adverse informationto date, the Directors of the Group and of the Company are of the opinion that no allowance forimpairment is necessary in respect of these balances as there has not been a significant change inthe credit quality and the balances are still considered to be fully recoverable.

The maximum exposure of credit risk at the reporting date is the carrying value of receivablesmentioned above. The Group and the Company do not hold any collateral as security.

63





2018 2017 2018 2017RM RM RM RM

Deposits - 1,100 - - Prepayments - 1,871 - - Other receivables 282,364 282,549 281,102 281,102

impairment losses (271,262) (270,000) (270,000) (270,000) 11,102 12,549 11,102 11,102


2018 2017 2018 2017RM RM RM RM

Balance as at beginning of the financial year 270,000 270,000 270,000 270,000

Impairment losses recognisedduring the financial year 1,262 - - -

Balance as at end of the financial year 271,262 270,000 270,000 270,000

Less: Allowance for



Group Company

CompanyGroup

64




9. SHARE CAPITAL

2018 2017 2018 2017RM RM

Issued and fully paid up: Balance as at beginning of the financial year 35,849,031 25,650,000 Transition to no-par value regime^ - - - 10,199,031 Balance as at end of the financial year 35,849,031 35,849,031

^

10.

2018 2017RM RM

Balance as at beginning of the financial year - 10,199,031 Transition to no-par value regime - (10,199,031) Balance as at end of the financial year - -

Companies Act, 2016 has come into effect on 31 January 2017. Following the enforcement ofCompanies Act, 2016, the share premium account shall be merged with the Company’s sharecapital. Therefore, the Company decided to consolidate the share premium into share capital inprevious financial year.

513,000,000

Group/Company

SHARE PREMIUM


513,000,000

513,000,000

513,000,000

Group/Company


In accordance with the transitional provision set out in Section 618 of the Companies Act,2016, the credit standing in the share premium was transferred to the share capital account.There is no impact on the number of shares in issue or the relative entitlement of any of themembers as result of the transition.

65




11. RESERVES

2018 2017 2018 2017RM RM RM RM

7,421,721 7,424,510 - - 1,080,000 1,080,000 1,080,000 1,080,000

(1,080,000) (1,080,000) (1,080,000) (1,080,000) 17,456,580 17,456,580 17,456,580 17,456,580 (5,500,000) (5,500,000) - - 19,378,301 19,381,090 17,456,580 17,456,580

The warrants 2014/2019 had expired on 22 February 2019.


Other reserve





Company

Other reserve



Warrants reserveDiscount on sharesCapital reserve

Total reserves



Group

Non distributable:-Exchange fluctuation reserve

66




13. OTHER PAYABLES

2018 2017 2018 2017RM RM RM RM

4,200,800 4,200,800 - -

Add:Other payables 1,625,579 1,430,075 1,515,581 1,321,729 Accruals 1,269,693 942,958 1,140,041 845,633 Amount due to directors 283,773 271,593 5,000 5,000

3,179,045 2,644,626 2,660,622 2,172,362

7,379,845 6,845,426 2,660,622 2,172,362

(i)

(ii)

(iii)

14. REVENUE

2018 2017RM RM

Service revenue - 213,109

Trade payables

Group Company


The trade payable balances amounting to RM4,200,800 has been assigned to a third partycompany by the particular trade payable in previous financial year.


Total financial liabilities carrying at amortised costs

Group

67




15. (LOSS)/ PROFIT BEFORE TAXATION

2018 2017 2018 2017RM RM RM RM

(Loss)/profit before taxation is arrived at:

after chargingAuditors' remuneration:- statutory audit 45,000 45,000 38,000 38,000 - non-statutory audit 5,000 5,000 5,000 5,000 Depreciation: Plant and equipment (Note 5) - 2,967 - - Impairment loss on: Plant and equipment (Note 5) - 6,770 - - Director remunerations (Note 18) - 59,986 - - Other receivable written off - 11,692 - 2,432

Group Company

68




16. TAXATION

2018 2017 2018 2017RM RM RM RM

(Loss)/profit before taxation (539,930) 241,743 (488,260) 268,992

Tax at the statutory tax rate of 24% (2017: 24%) (129,583) 58,018 (117,182) 64,558 Deferred tax assets not recognised during the financial year 8,000 - - Non-deductible expenses 129,589 94,018 117,182 76,434 Non-taxable income (6) (160,036) - (140,992) Tax expenses for the current financial year - - - -



2018 2017 2018 2017RM RM RM RM


2,958,000 2,958,000 750,000 750,000




Group

Group Company

Company

69





17. (LOSS)/EARNING PER SHARE

(a) Basic (loss)/earning per ordinary share

2018 2017

(Loss)/earning attributable to owners of the Company (RM) (535,669) 260,532


Basic (loss)/profit per ordinary share attributable to owners of the Company (sen) (0.10) 0.05

(b) Diluted earning per ordinary share

513,000,000 513,000,000

Group

The calculation of basic (loss)/earning per ordinary share at 31 December 2018 is based onthe (loss)/earning attributable to owners of the Company and divided by weighted averagenumber of ordinary shares outstanding, calculated as follows:

The unabsorbed capital allowances can be carried forward indefinitely and unutilised tax lossescan be carried forward for a maximum of seven (7) consecutive years of assessment effective fromyear 2019 and it can only be utilised against income from the same business source. Deferred taxassets have not been recognised in respect of these items because it is not probable that futuretaxable profits will be available against which the Group and the Company can utilise the benefits.The unabsorbed capital allowances and unutilised tax losses are subject to the agreement of thetax authorities.

For the warrant-in-issue, a calculation is done to determine the number of shares that couldhave been acquired at market price (determined based on the average annual share price ofthe Company’s shares) based on the monetary value of the subscriptions rights attached tooutstanding warrant-in-issue. The calculation serves to determine the “unpurchased” sharesto be added to the weighted average number of ordinary shares outstanding for the purposesof computing the diluted earnings per share.

No diluted earnings per share is presented as the effect is anti-dilutive.

70





2018 2017RM RM

Executive directors:Director remunerations - 55,000 Defined Contribution plan - 4,986

- 59,986


(a)

(b)


20.1

20.2

2018 2017RM RM

RevenueMalaysia - 213,109


Group

Group



Geographical information


Segmental reporting by geographical regions has only been prepared for revenue as theGroup’s assets are located in Malaysia.



Business segment

71






21.2 Credit risk

(a) Trade receivables




Credit risk is minimised by monitoring the financial standing of the debtors on anongoing concern basis. The Group and the Company do not have any majorconcentration of credit risks related to any individual customer and counterparty.The maximum exposure to credit risk is disclosed in Note 7 to the financialstatements, representing the carrying amount of the trade receivables recognised onthe statements of financial position.



72







Group

Later than1 year


than 1 year 5 years 5 years2018 RM RM RM RM

Trade payables 4,200,800 - - 4,200,800 Other payables 3,179,045 - - 3,179,045

7,379,845 - - 7,379,845

The Group and the Company are not significantly exposed to foreign currency risk as themajority of the Group’s and of the Company's transactions, assets and liabilities aredenominated in Ringgit Malaysia. The functional currency of it's foreign subsidiary companywhich are located in Anguilla is United States Dollar ("USD").





Total



73





21.4 Liquidity and cash flow risk (continued)

Later than1 year


than 1 year 5 years 5 years TotalRM RM RM RM

Group (continued)

2017

Trade payables 4,200,800 - - 4,200,800 Other payables 2,644,626 - - 2,644,626

6,845,426 - - 6,845,426

Company

2018

Other payables 2,660,622 - - 2,660,622 2,660,622 - - 2,660,622

2017

Other payables 2,172,362 - - 2,172,362 2,172,362 - - 2,172,362


2018 2017 2018 2017RM RM RM RM

Financial assets

Amortised cost Trade receivables 53 665 - - Other receivables 11,102 13,649 11,102 11,102 Cash and bank balances 2,566 17,654 - -

13,721 31,968 11,102 11,102

CompanyGroup

74





21.5 Classification of financial instruments (continued)

2018 2017 2018 2017RM RM RM RM


Amortised costsTrade payables 4,200,800 4,200,800 - - Other payables 1,909,352 1,701,668 1,520,581 1,326,729

6,110,152 5,902,468 1,520,581 1,326,729


Amount due to directors



Group Company


75





2018 2017 2018 2017RM RM RM RM

DebtsTrade payables 4,200,800 4,200,800 - - Other payables 3,179,045 2,644,626 2,660,622 2,172,362 Less: Cash and Bank (2,566) (17,654) - - Net Debt 7,377,279 6,827,772 2,660,622 2,172,362

Total Equity attributable to owners of the Company (7,377,387) (6,720,874) (2,649,520) (2,161,260)

* * * *

*

23. SIGNIFICANT AND SUBSEQUENT EVENTS DURING THE FINANCIAL YEAR

(a)

Company




Gearing ratio

The Group monitors capital using a gearing ratio, which is interest-bearing debts divided by totalcapital. The Group’s debts include trade payales and other payables. The Group is not subject toexternally imposed capital requirements.

Group


On 19 June 2017, the past Executive Director of the Company lodged a Police Report onpossible wrongdoings by a past Director of the Company who is suspected in causing RM53million being unaccounted for and/or misappropriated from the Company. The Police wasrequested to investigate the potential wrongdoings under the Anti-Money Laundering,AntiTerrorism Financing and Proceeds of Unlawful Activities Act 2001.

76




23.

(b)

(c)

(d)

(e )

(f)

(g)

(h)

A potential investor has indicated his willingness to support the working capital requirementof the major subsidiary, Teampixel Sdn. Bhd.





On 17 September 2019, an application for termination of winding up order commenced by acurrent director of the Company, the Court has granted an Order to terminate the winding upof the Company subject to the liquidator of the Company making payments to the creditors ofthe Company within 14 days from 17 September 2019.

The Liquidator has ceased office effectively from 1 October 2019 based on the Court Orderdated 17 September 2019.



On 12 November 2018, the solicitors acting for the Liquidator of the Company has beenserved with a Notice of Motion filed by a contributory of the Company, in relation to KualaLumpur High Court, seeking to terminate all the winding of all proceedings in relation to theCompany. The Notice of Motion includes a prayer that the winding-up of the Company bestayed pending the determination of the Notice of Motion.

77

Registration No.: 200701008533 (766535-P)




31 DECEMBER 2019




Contents Page














BOARD OF DIRECTORS : Mohd Nasir Bin SallehKamal Bin Abdul AzizChoo Ah KowCheah Kwong LeeYeo Chen Ying





PRINCIPAL BANKER : Hong Leong Bank BerhadMalayan Banking Berhad

1



DIRECTORS' REPORT



FINANCIAL RESULTS

Group CompanyRM RM

Loss for the financial year (414,965) (578,416)

Loss attributable to:(413,125) (578,416)

(1,840) - (414,965) (578,416)








On 17 August 2017, the Company was served with a winding up order under the provision of theCompany Act, 2016. For the purposes of the winding up, a liquidator has been appointed by the Courtto handle the winding process. (Refer to Note 24(c) for the details)


2





DIVIDENDS



Warrants 2014/2019


Warrants As at As at 01.01.2019 Exercised Expired 31.12.2019

Warrants 2014/2019216,000,000 - (216,000,000) -



No dividend has been paid or declared since the end of the previous financial year. The directors donot recommend that any dividend to be paid in respect of the current financial year.

There were no changes in the issued and paid up capital of the Company during the financial year.


There were no new ordinary shares issued by virtue of the exercise of warrants. On 22 February 2019,the 216,000,000 units of warrants 2014/2019 remained unexercised and has lapsed.



3




DIRECTORS

Mohd Nasir Bin Salleh Kamal Bin Abdul Aziz Choo Ah Kow (appointed on 15 October 2019)Wong Mei Tien (f) (resigned on 27 May 2020)Cheah Kwong LeeYeo Chen Ying (appointed on 11 October 2019)


As at As at01.01.2019 Acquired Sold 31.12.2019




According to the register of directors' shareholdings, the interests of directors in office at the end ofthe financial year in the ordinary shares of the Company during the financial year were as follows:


name of directorsShareholdings in the

The name of the Directors of the Company in office during the financial year and during the periodfrom the end of the financial year to the date of this report are:

The details of the directors’ remuneration paid or payable to the directors of the Group and of theCompany during the financial year are disclosed in Note 19 to the financial statements.




Other than disclosed above, the other directors in office at the end of the financial year did not haveany interest in the shares of the Company or its related corporations during the financial year.

4




DIRECTORS' BENEFITS


(i)

(ii)


(i)

(ii)

(iii)

(iv)

which would render it necessary to write off for any bad debts or the amount of the provision fordoubtful debts inadequate to any substantial extent in respect of financial statements of theGroup and of the Company inadequate to any substantial extent; or


Since the end of the previous financial year, none of the directors of the Company has received orbecome entitled to receive a benefit (other than a benefit included in the aggregate amount ofremuneration received or due and receivable by the directors shown in the financial statements or thefixed salary of a full-time employee of the Company as shown in Note 19 to the financial statements) byreason of a contract made by the Company or a related corporation with the director or with a firm ofwhich the director is a member, or with a company in which the director has a substantial financialinterest.


to ascertain that proper action had been taken in relation to the writing off of bad debts and themaking of allowance for doubtful debts and satisfied themselves that no known bad debts hadbeen written off and that adequate provision had been made for doubtful debts; and





5






(i)

(ii)

SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE FINANCIAL YEAR



any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial year.



6




AUDITORS





Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 04June 2020.

7






Subscribed and solemnly declared by )CHEAH KWONG LEE )at Puchong in the state of Selangor Darul Ehsan )on 04 June 2020 ) CHEAH KWONG LEE

Before me,



Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 04June 2020.

I, CHEAH KWONG LEE, being the director primarily responsible for the accounting records and financialmanagement of WINTONI GROUP BERHAD, do solemnly and sincerely declare that the accompanyingfinancial statements set out on pages 19 to 79 are in my opinion correct, and I make this solemndeclaration conscientiously believing the same to be true and by virtue of the provisions of theStatutory Declarations Act, 1960.

8

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINTONI GROUP BERHAD (Registration No.: 200701008533 (766535-P))



Qualified Opinion

Basis for Qualified Opinion

1.

a)


We have audited the financial statements of WINTONI GROUP BERHAD, which comprise thestatements of financial position as at 31 DECEMBER 2019 of the Group and of the Company, andstatements of profit or loss and other comprehensive income, statements of changes in equity andstatements of cash flows of the Group and of the Company for the financial year then ended, andnotes to the financial statements, including a summary of significant accounting policies, as set outon pages 19 to 79.

In our opinion, except for the possible effects of the matter described in the Basis for QualifiedOpinion section of our report, the accompanying financial statements give a true and fair view offinancial position of the Group and of the Company as at 31 December 2019, and of their financialperformance and their cash flows for the year then ended in accordance with Malaysian FinancialReporting Standard, International Financial Reporting Standards and the requirements of theCompanies Act, 2016 in Malaysia.


The Auditors' Report on the previous financial year had been issued with Qualified Opinion.We were unable to satisfy ourselves in respect of the following assertions and obtainsufficient appropriate audit evidence to determine whether the opening balances as of 1January 2019 for the following do not contain material misstatement:

The accuracy and existence for a portion of other payables and accruals balances as at 1January 2019 of the Group amounting to RM71,802.

9

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINTONI GROUP BERHAD (Registration No.: 200701008533 (766535-P)) (continued)




2.

a)

b)

c)

3.



We were unable to perform sufficient appropriate audit procedure on the foreignsubsidiary company, Planet Wireless Holding Limited, which has been consolidatedusing unaudited management account as disclosed in Note 6, to satisfy ourselves on theappropriateness of the financial statements for consolidation purpose.


We were unable to perform sufficient appropriate audit procedure on the subsidiarycompany, Planet Wireless Sdn. Bhd., which has been consolidated using unauditedmanagement account as disclosed in Note 6, to satisfy ourselves on the appropriatenessof the financial statements for consolidation purpose.



As at 31 December 2019, the current liabilities of the Group and of the Company exceeded itscurrent assets by RM3,615,469 and RM3,227,937 respectively. The Group and the Companyalso recorded a deficit in shareholders’ fund of RM3,590,469 and RM3,227,936 respectively.


10





3.

On 17 August 2017, the Company was served with a winding up order under the provision ofthe Company Act, 2016. For the purposes of the winding up, a liquidator has been appointedby the Court to handle the winding process. (Refer to Note 24 (c) for the details)






We conducted our audit in accordance with approved standards on auditing in Malaysia andInternational Standards on Auditing. Our responsibilities under those standards are furtherdescribed in the Auditors' Responsibilities for the Audit of Financial Statements section of ourreport. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified opinion.

11





In connection with our audit of the financial statements of the Group and the Company, ourresponsibility is to read the Directors’ Report and, in doing so, consider whether the Directors’Report is materially inconsistent with the financial statements of the Group and the Company orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of theDirectors’ Report, we are required to report that fact. As described in the Basis for QualifiedOpinion section above, we were unable to conclude whether or not the Directors' Report ismaterially misstated with respect to these matters.


Information Other than the Financial Statements and Auditors’ Report Thereon

The directors of the Group and the Company are responsible for the other information. The otherinformation comprises the Directors’ Report but does not include the financial statements of theGroup and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and the Company does not cover theDirectors’ Report and we do not express any form of assurance conclusion thereon.

12




Key Audit Matters

(a) Impairment on trade receivables

Our audit procedures included, among others:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

How our audit addressed the key audit matters

Refer to Note 3.8 – Impairment of financialassets, Note 4.2.3 – Significant AccountingJudgements, Estimates and Assumptions andNote 7 – Trade Receivables.

reviewed the receivables aging analysisand testing the reliability thereof;

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significancein our audit of the financial statements of the Group and of the Company for the current year. Inaddition to the matters described in the Basis for Qualified Opinion section, we have determinedthe matters described below to be the key audit matters to be communicated in our report.

evaluated subsequent year end receiptsand recoverability of outstanding tradereceivables;

made inquiries of management pertainingto the recoverability of significant andoverdue debts;

evaluated the basis and evidence used bymanagement for the impairment test andadequacy of allowance for impairmentmade;

Trade receivables are significant to the Group asthese represent approximately 87% of the totalassets. The key associated risk is therecoverability of the invoiced trade receivables as the recoverability of trade receivables requiredmanagement judgment and estimation indetermining the adequacy of the impairment lossassociated with each individual trade receivables,especially on the expected credit loss assessmentjustification.

assessed the reasonableness of the Group’sexpected credit loss (ECL) model byreviewing the probability of default usinghistorical data and forward-lookinginformation adjustment applied by theGroup;

identified any loss events subsequent tothe end of reporting period for indicationsof increase in credit risk; and

made inquiries of management to assessthe rationale underlying the relationshipbetween the forward-looking informationand expected credit losses.

13




Key Audit Matters (continued)

(b)

Our audit procedures included, among others:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(a)

(b)

Key audit matters How our audit addressed the key audit matters

Revenue recognition on contract services

Revenue recognition for services basedactivities required significant judgement indetermination of the stage of completion ofthe services.

Evaluated the design and implementationof controls regarding revenue recognition;

Performed a detail analysis on the servicedelivery schedule for the contract toensure the revenue recognition inaccordance with the stage of completionand cut-off procedure are properly carriedout;

Reviewed all new contracts to test thecompleteness of relevant contractualterms;

Reviewed the work done on the servicescontract to ensure the performanceobligation for the contract has beenperformed;

Refer to Note 3.13 – Revenue recognition,Note 4.2.4 – Significant AccountingJudgements, Estimates and Assumptionsand Note 15 – Revenue.

Included in the total group revenuerecognised for the year ended 31 December2019 amounting to RM1,920,000 (2018:Nil), there was a contract services revenuerecognised for RM1,250,000.

This judgement could materially affect thetiming and quantum of revenue and profitrecognised in each period.

Engaged in discussions with themanagement to check for completeness ofcontracts and other contractualarrangements outside the usual terms;

Reviewed the disclosures in the financialstatements for:

critical judgements and key sourcesof estimation uncertainty.

performance obligations areidentified and explained; and

14








Our objectives are to obtain reasonable assurance about whether the financial statements of theGroup and of the Company as a whole are free from material misstatement, whether due to fraudor error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with approvedstandards on auditing in Malaysia and International Standards on Auditing will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements.

15





(i)

(ii)

(iii)

(iv)

(v)

(vi) Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the financialstatements of the Group. We are responsible for the direction, supervision and performanceof the group audit. We remain solely responsible for our audit opinion.

Evaluate the overall presentation, structure and content of the financial statements of theGroup and of the Company, including the disclosures, and whether the financial statements ofthe Group and of the Company represent the underlying transactions and events in a mannerthat achieves fair presentation.

As part of an audit in accordance with approved standards on auditing in Malaysia andInternational Standards on Auditing, we exercise professional judgement and maintainprofessional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements of the Groupand of the Company, whether due to fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the Group’s and the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Group’s or the Company’s abilityto continue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditors’ report to the related disclosures in the financialstatements of the Group and of the Company or, if such disclosures are inadequate, to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors’ report. However, future events or conditions may cause the Group or the Companyto cease to continue as a going concern.

16






(a)

(b)



We communicate with the directors regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable,related safeguards.

From the matters communicated with the directors, we determine those matters that were ofmost significance in the audit of the financial statements of the Group and of the Company for thecurrent year and are therefore the key audit matters. We describe these matters in our auditors’report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected to outweighthe public interest benefits of such communication.


In our opinion, the accounting and other records for the matters as described in the Basis forQualified Opinion have not been properly kept by the Company in accordance with theprovisions of the Companies Act, 2016.

17




Other Matters

The Auditors' report on the previous financial year had been issued with Qualified Opinion.



Date: 04 June 2020

Puchong


18




Note 2019 2018 2019 2018RM RM RM RM

NON-CURRENT ASSETS

Plant and equipment 5 25,000 - - - Investment in subsidiary companies 6 - - 1 -

25,000 - 1 -

CURRENT ASSETS

Trade receivables 7 1,120,053 53 - - Other receivables 8 27,274 11,102 11,102 11,102 Amount due from subsidiary companies 9 - - - - Cash and bank balances 120,161 2,566 - -

1,267,488 13,721 11,102 11,102

TOTAL ASSETS 1,292,488 13,721 11,103 11,102

Group Company


19




Note 2019 2018 2019 2018RM RM RM RM


EQUITY

Share capital 10 35,849,031 35,849,031 35,849,031 35,849,031 Reserves 11 19,380,184 19,378,301 17,456,580 17,456,580 Accumulated losses 12 (62,899,789) (62,486,664) (56,533,547) (55,955,131)

Total deficit attributable to owners of the Company (7,670,574) (7,259,332) (3,227,936) (2,649,520)

Redeemable convertible preference share 13 4,200,000 - - - Non-controlling interest 6.2 (119,895) (118,055) - -

TOTAL EQUITY (3,590,469) (7,377,387) (3,227,936) (2,649,520)

CURRENT LIABILITIES

Trade payable 14 979,991 4,200,800 - - Other payables 14 3,830,593 3,179,045 3,239,039 2,660,622 Tax payable 72,373 11,263 - -

4,882,957 7,391,108 3,239,039 2,660,622

TOTAL LIABILITIES 4,882,957 7,391,108 3,239,039 2,660,622

TOTAL EQUITY AND LIABILITIES 1,292,488 13,721 11,103 11,102


Group Company

20




Note 2019 2018 2019 2018RM RM RM RM

Revenue 15 1,920,000 - - -

Less: Cost of sales (1,660,000) - - -

GROSS PROFIT 260,000 - - -

Add: Other operating income - 23 - -

Less: Administrative expenses (613,855) (539,953) (552,259) (488,260)

Less: Other operating expenses - - (26,157) -

LOSS FROM OPERATIONS (353,855) (539,930) (578,416) (488,260)

Less: Finance costs - - - -

LOSS BEFORE TAXATION 16 (353,855) (539,930) (578,416) (488,260)

Less: Taxation 17 (61,110) - - -

LOSS AFTER TAXATION (414,965) (539,930) (578,416) (488,260)

Other comprehensive income/(expense):

Exchange difference on translating foreign operation 1,883 (2,789) - -

Other comprehensive income/ (expense) for the financial year, net of tax 1,883 (2,789) - -

TOTAL COMPREHENSIVE EXPENSE FOR THE FINANCIAL YEAR, NET OF TAX (413,082) (542,719) (578,416) (488,260)


Group Company

21




Note 2019 2018 2019 2018RM RM RM RM

LOSS AFTER TAXATION ATTRIBUTABLE TO:Owners of the Company (413,125) (535,669) (578,416) (488,260) Non-controlling interest (1,840) (4,261) - -

(414,965) (539,930) (578,416) (488,260)

TOTAL COMPREHENSIVE EXPENSE FOR THE FINANCIAL YEAR, NET OF TAX ATTRIBUTABLE TO:Owners of the Company (411,242) (538,458) (578,416) (488,260) Non-controlling interest 6.2 (1,840) (4,261) - -

(413,082) (542,719) (578,416) (488,260)

Loss per share attributable to owners of the Company (sen) - Basic 18 (0.08) (0.10) - Diluted 18 (0.08) (0.10)

Group Company


22




Note 2019 2018 2019 2018RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before taxation (353,855) (539,930) (578,416) (488,260)

Adjustments for: Impairment loss on amount due from subsidiary companies 16 - - 26,157 -

Operating loss before working capital changes (353,855) (539,930) (552,259) (488,260)

(Increase)/decrease in receivables (1,136,172) 5,030 - - Increase in payables 1,632,622 531,630 578,417 488,260

Cash generated from/ (used in) operations 142,595 (3,270) 26,158 -

Income tax paid - (11,818) - -

Net cash generated from/(used in)operating activities 142,595 (15,088) 26,158 -

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in subsidiary 6.1 - - (1) - Purchase of property, plant

and equipment 5 (25,000) - - -

Net cash used in investing activities (25,000) - (1) -

Group Company


23




Note 2019 2018 2019 2018RM RM RM RM

CASH FLOWS FROM FINANCING ACTIVITY

Advance to subsidiary companies - - (26,157) -

Net cash used in financing activity - - (26,157) -

Net increase/(decrease) in cash and cash equivalents 117,595 (15,088) - -

Cash and cash equivalents as at beginning of the financial year 2,566 17,654 - -

Cash and cash equivalents as atend of the financial year 120,161 2,566 - -

Cash and cash equivalents comprise of:Cash and bank balances 120,161 2,566 - -

Group Company


24

R

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No.

: 200

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35,8

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1,72

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1,

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-

-

-

-

(578

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(578

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as

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1 D

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35,8

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-

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26







2.2

The Company is a public limited liability company, incorporated and domiciled in Malaysia and islisted on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities").


The Company is principally an investment holding company. The principal activities of thesubsidiary companies are disclosed in Note 6 to the financial statements.




The principal place of business of the Company is located at Unit No. A-32-3A, Level 32 MenaraUOA Bangsar, No. 5. Jalan Bangsar Utama 1, 59000 Kuala Lumpur.


The financial statements were authorised for issue by the Board of Directors in accordance with aresolution of the directors on 04 June 2020.

The financial statements of the Group and of the Company have been prepared in accordancewith Malaysian Financial Reporting Standards ("MFRS"), International Financial ReportingStandards ("IFRS") and the requirements of the Companies Act 2016 ("CA 2016") inMalaysia.

The accounting policies adopted by the Group and the Company are consistent with thoseadopted in the previous year except for the changes stated in Note 2.4.

27







Amendments to MFRS 11 Joint ArrangementsMFRS 16 LeasesAmendments to MFRS 112 Income TaxesAmendments to MFRS 119 Plan Amendment, Curtailment or SettlementAmendments to MFRS 123 Borrowing CostsAmendments to MFRS 128

IC Interpretation 23 Uncertainty over Income Tax TreatmentsAnnual Improvements to MFRS Standards 2015-2017 Cycle



Amendments to MFRS 2 Share-Based PaymentsAmendments to MFRS 3 Amendments to MFRS 6

Amendments to MFRS 7Amendments to MFRS 9Amendments to MFRS 14Amendments to MFRS 101 Amendments to MFRS 108



Business CombinationsPrepayment Features with NegativeCompensation

Business Combinations Exploration for and Evaluation of MineralResourcesFinancial Instruments: DisclosureFinancial InstrumentsRegulatory Deferral AccountsPresentation of Financial Statements Accounting Policies, Changes in AccountingEstimates and Errors

The adoption of the above pronouncements did not have any material impact on the financialstatements of the Group and of the Company.


Intangible Assets


Interim Financial ReportingProvisions, Contingent Liabilities andContingent Assets

Financial Instruments: Recognition andMeasurement

28







Amendments to IC Interpretation 12 Service Concession ArrangementsAmendments to IC Interpretation 19

Amendments to IC Interpretation 20

Amendments to IC Interpretation 22

Amendments to IC Interpretation 132Annual Improvements to MFRS Standards 2015-2017 Cycle







2.4 Changes in accounting policies and disclosures

Presentation of Financial Statements

Intangible Assets - Web Site Cost



The Group and the Company will adopt the above mentioned standards, amendments orinterpretations, if applicable, when they become effective in respective financial periods. TheDirectors do not expect any material impact to the financial statements of the abovepronouncements.

The changes of the new standards are described below:

Extinguishing Financial Liabilities with EquityInstrumentsStripping Costs in the Production Phase of aSurface Mine

In the current year, the Group and the Company have applied MFRS 16 which is effective foran annual period that begins on or after 1 January 2019. Several other amendments andinterpretations are also applied for the first time in 2019, but do not have a material effect onthe financial statements of the Group and the Company. The Group and the Company havenot early adopted any standards, interpretations or amendments that have been issued butnot yet effective.

29





2.4


(a) Definition of a lease

(b) The Group as a lessee

The Group and the Company changed their accounting policies on leases at the dateof initial application of 1 January 2019 by applying modified retrospective approach.As permitted by the Standard, the Group and the Company have elected not torestate comparative information, which continues to be reported under MFRS 117.Under this method, the cumulative effect of adopting MFRS 16 where the Group is alessee is recognised in equity as an adjustment to the opening balance of retainedearnings as at 1 January 2019.

Under MFRS 16, it eliminates the classification of leases by the lessee as eitherfinance leases or operating leases. It requires a lessee to recognise a right-of-useasset representing its right to use the underlying asset and a lease liabilityrepresenting its obligations to make lease payments. The details of the changes inaccounting policies are disclosed below.

Under MFRS 16, a contract is, or contains, a lease if the contract conveys theright to control the use of an identified asset for a period of time in exchangefor consideration.

At inception or on reassessment of a contract that contains a leasecomponent, the Group allocates the consideration in the contract to eachlease and non-lease component on the basis of their relative standaloneprices.

The Group previously classified leases as operating or finance leases basedon its assessment of whether the lease transferred substantially all of therisks and rewards of ownership.


30





2.4

2.4.1 MFRS 16 Leases (continued)

(b) The Group as a lessee (continued)


The Group and the Company has elected, on a lease-by-lease basis, torecognise the right-of-use assets at the amount equal to the lease liabilities,hence there were no impact to the retained earnings brought forward as at 1January 2019.

Under MFRS 16, it requires lessee to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under MFRS117. The Group recognises right-of-use assets and lease liabilities for thoseleases which had previously been classified as operating leases under theprinciples of MFRS 117. However, the Group has elected not to recogniseright-of-use assets and liabilities for leases of low-value assets. The Groupalso made use of the transition practical expedient in the standard to notrecognise lease arrangements for which the lease term ends within 12months from the date of initial application. The Group recognises the leasepayments associated with these leases as an expense on a straight-line basisover the lease term.

Based on the assessment performed, the requirements of MFRS 16 did nothave a significant impact on the Group and the Company as at 1 January 2019and as at reporting date 31 December 2019.

31











As at the reporting date, the Company has net liabilities of RM3,227,936 (2018:RM2,649,520) and net current liabilities of RM3,227,937 (2018: RM2,649,520) respectively.

On 26 February 2016, the Company has announced that it became an Affected Listed Issuerpursuant to Guidance Note 3 (“GN 3”) of the Listing Requirements of Bursa Securities for theACE Market.


As at the reporting date, the Group has net liabilities of RM3,590,469 (2018: RM7,377,387)and net current liabilities of RM3,615,469 (2018: RM7,377,387) respectively.

32





3.1

-

-

-

- - - -

Recognises the fair value of the consideration received;Recognises the fair value of any investment retained in the former subsidiary;






Derecognises the carrying amount of any non-controlling interest in the formersubsidiary;Derecognises the cumulative foreign exchange translation differences recorded inequity;







33





3.1








34










All other business combinations are accounted for using the acquisition method. The cost ofan acquisition is measured as the aggregate of the consideration transferred measured at fairvalue on the date of acquisition and the amount of any non-controlling interests in theacquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of theacquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred andincluded in administrative expenses.

35






3.4




Plant and equipment



36





3.4




At each reporting date, the Group and the Company assess whether there is any indication ofimpairment. If such indications exist, an analysis is performed to assess whether the carryingamount of the asset is fully recoverable. A write down is made if the carrying amountexceeds the recoverable amount. See accounting policy Note 3.5 on impairment of non-financial assets.




The Group and the Company assess at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairmentassessment for an asset is required, the Group and the Company make an estimate of theasset’s recoverable amount.


Plant and equipment (continued)

37










38






3.7

For the purpose of subsequent measurement under MFRS 9, financial assets are classified asfollows:

The classification of financial assets at initial recognition depends on the financial asset’scontractual cash flow characteristics and the Company's business model for managing them.With the exception of trade receivables that do not contain a significant financing componentor for which the Company have applied the practical expedient, the Company initiallymeasure a financial asset at its fair value plus, in the case of a financial asset not at fair valuethrough profit or loss, transaction costs. Trade receivables that do not contain a significantfinancing component or for which the Company have applied the practical expedient aremeasured at the transaction price determined under MFRS 15.

The Company's business model for managing financial assets refer to how it manages itsfinancial assets in order to generate cash flows. The business model determines whethercash flows will result from collecting contractual cash flows, selling the financial assets, orboth.

Financial assets

Financial assets are classified, at initial recognition, as subsequently measured at amortisedcost, fair value through other comprehensive income (FVOCI), and fair value through profitor loss (FVTPL).



39





3.7

3.7.1 Financial assets at amortised cost

(a)

(b)

3.7.2 Financial assets at FVOCI

Debt instruments

Debt instruments are measured at FVOCI if both of the following conditions are met:

(a)

(b)

the financial asset is held within a business model with the objective of bothholding to collect contractual cash flows and selling; and


For debt instruments at FVOCI, interest income, foreign exchange revaluation andimpairment losses or reversals are recognised in the statement of profit or loss andcomputed in the same manner as for financial assets measured at amortised cost.The remaining fair value changes are recognised in OCI. Upon derecognition, thecumulative fair value change recognised in OCI is recycled to profit or loss.

The Group and the Company do not hold any debt instruments at FVOCI in thecurrent and previous financial year.

Financial assets shall be measured at amortised cost if both of the followingconditions are met:

the financial asset is held within a business model with the objective to holdfinancial assets in order to collect contractual cash flows; and



Financial assets at amortised cost are subsequently measured using the effectiveinterest (EIR) method and are subject to impairment. Gains and losses arerecognised in profit or loss when the asset is derecognised, modified or impaired.

The Group's and the Company's financial assets at amortised cost includes tradereceivables, other receivables and cash and bank balances.

40





3.7

3.7.2 Financial assets at FVOCI (continued)

Equity instruments


Financial assets categorised as fair value through profit or loss are measured in thestatement of financial position at fair value with net changes in fair value recognisedin the statement of profit or loss.


The Group and the Company do not hold any equity instruments at FVOCI in thecurrent and previous financial year.

Financial assets at FVTPL include financial assets held for trading, financial assetsdesignated upon initial recognition at FVTPL, or financial assets mandatorilyrequired to be measured at fair value. Financial assets are classified as held fortrading if they are acquired for the purpose of selling or repurchasing in the nearterm. Derivatives, including separated embedded derivatives, are also classified asheld for trading unless they are designated as effective hedging instruments.Financial assets with cash flows that are not solely payments of principal andinterest are classified and measured at FVTPL, irrespective of the business model.Notwithstanding the criteria for debt instruments to be classified at amortised costor at FVOCI, as described above, debt instruments may be designated at fair valuethrough profit or loss on initial recognition if doing so eliminates, or significantlyreduces, an accounting mismatch.

This category comprises investment in equity that is not held for trading, and theGroup and the Company irrevocably elect to present subsequent changes in theinvestment's fair value in other comprehensive income. This election is made on aninvestment-by-investment basis. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of investment.Other net gains and losses are recognised in other comprehensive income. Onderecognition, gains and losses accumulated in other comprehensive income are notreclassified to profit or loss.

41





3.7


(a)

(b)

(c)

Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights tothe cash flows from the financial asset expired or transferred, or control of the asset is notretained or substantially all of the risks and rewards of ownership of the financial asset aretransferred to other party. On derecognition of a financial asset, the difference between thecarrying amount of the financial asset and the sum of consideration received (including anynew asset obtained less any new liability assumed) is recognised in profit or loss.

the economic characteristics and risks are not closely related to the host;

a separate instrument with the same terms as the embedded derivativewould meet the definition of a derivative; and

hybrid contract is not measured at fair value through profit or loss.

Embedded derivatives are measured at fair value with changes in fair valuerecognised in profit or loss. Reassessment only occurs if there is either a change inthe terms of the contract that significantly modifies the cash flows that wouldotherwise be required or a reclassification of a financial asset out of the fair valuethrough profit or loss category.

A derivative embedded in a hybrid contract, with a financial liability or non-financialhost, is separated from the host and accounted for as a separate derivative if:


This category includes derivative instruments and listed equity investments whichthe Group and the Company had not irrevocably elected to classify at FVOCI.Dividends on listed equity investments are also recognised as other income in thestatement of profit or loss when the right of payment has been established.

The Group and the Company do not have any financial assets at FVTPL in the currentand previous financial year end.

42






In determining whether the credit risk of a financial asset has increased significantly sinceinitial recognition and when estimating expected credit loss, the Group and the Companyconsider reasonable and supportable information that is relevant and available withoutundue cost or effort.

An impairment loss in respect of the financial assets measured at amortised cost and debtinvestments measured at fair value through other comprehensive income are recognised inprofit or loss. A financial asset is written off when there is no reasonable expectation ofrecovering the contractual cash flows of the financial asset.

At each reporting date, the Group and the Company assess whether the financial assetscarried at amortised cost and debt securities carried at fair value through othercomprehensive income are credit-impaired. A financial asset is credit-impaired when one ormore events that have a detrimental impact on the estimated future cash flows of thatfinancial asset have occurred.

The Group and the Company measure loss allowance at an amount equal to lifetime expectedcredit loss, except for debt securities that are determined to have low credit risk at thereporting date, cash and bank balances and other debt securities for which credit risk has notincreased significantly since initial recognition, which are measured at 12-month expectedcredit loss. For trade receivables, contract assets and lease receivables, loss allowance aremeasured based on lifetime expected credit losses at each reporting date. The Group and theCompany estimate the expected credit losses on trade receivables using a provision matrixwith reference to historical credit loss experience, adjusted for forward looking factorspecific to the debtors and the economic environment.

The Group and the Company recognise an allowance for expected credit losses (“ECL”) for allfinancial assets measured at amortised cost, debt instruments measured at fair valuethrough other comprehensive income. ECL are based on the difference between thecontractual cash flows due in accordance with the contract and all the cash flows that theGroup and the Company expect to receive, discounted at an approximation of the originaleffective interest rate.

Lifetime expected credit losses are the expected credit losses that result from all possibledefault events over the expected life of the asset, while the 12-month expected credit lossesare the portion of the expected credit losses that result from default events that are possiblewithin the 12 months after the reporting date.

43





3.9

3.9.1

3.9.2

3.10


(a)

(b)

Ordinary shares

An equity instrument is any contract that evidences a residual interest in the assetsof the Company after deducting all of its liabilities. Ordinary shares are equityinstruments.

Preference shares are classified as financial liabilities if it is redeemable on specificdate or at the options of equity holder, or if dividend payments are not discretionary.Dividends thereon are recognised as interest expense in profit or loss as accrued.

a group of financial liabilities or assets and financial liabilities is managedand its performance is evaluated on a fair value basis, in accordance with adocumented risk management or investment strategy, and informationabout the group is provided internally on that basis to the Group's and theCompany's key management personnel; or

The categories of financial liabilities at an initial recognition are as follows:

On initial recognition, the Group and the Company may irrevocably designate afinancial liability that otherwise meets the requirements to be measured atamortised cost at fair value through profit or loss:

if doing so eliminates or significantly reduces an accounting mismatch thatwould otherwise arise;


Share capital


Ordinary shares are recorded at the proceeds received, net of directly attributableincremental transaction costs. Dividends on ordinary shares are recognised in equityin the period in which they are declared.

Preference shares

Preference shares are classified as equity if it is non-redeemable, or it is redeemablebut only at Company's option, and any dividend payments are discretionary.Dividends thereon are recognised as distributions within equity.

44





3.10

3.10.1 Financial liabilities at FVTPL (continued)

(c)

3.10.2 Amortised cost

3.10.3

(a)

(b)

if a contract contains one or more embedded derivative and the host is not afinancial asset in the scope of MFRS 9, where the embedded derivativesignificantly modifies the cash flows and separation is not prohibited.


For financial liabilities where it is designated as FVTPL upon initial recognition, theGroup and the Company recognise the amount of change in fair value of the financialliability that is attributable to change in credit risk in the other comprehensiveincome and remaining amount of the change in fair value in profit or loss, unless thetreatment of the effects of changes in the liability's credit risk would create orenlarge an accounting mismatch.

The Group and the Company do not have financial liabilities at FVTPL in the currentand previous financial year.

Financial liabilities categorised as FVTPL are subsequently measured at fair valuewith gains or losses, including any interest expense are recognised in the profit orloss.



Financial guarantees issued are initially measured at fair value. Subsequently, theyare measured at higher of:

the amount of the loss allowance; and

the amount initially recognised less, when appropriate, the cumulativeamount of income recognised in accordance to the principles of MFRS 15,Revenue from Contracts with Customers.

Other financial liabilities not categorised as FVTPL are subsequently measured atamortised cost using the effective interest method.

Interest expense and foreign exchange gains and losses are recognised in the profitor loss. Any gains or losses on derecognition are also recognised in the profit or loss.

45





3.10

3.10.3

3.10.4

3.11 Income tax

3.11.1 Current tax


MFRS 132 ‘Financial Instruments: Presentation’ requires the Company as an issuerof a financial instrument to classify the instrument either as a liability or equity in oninitial recognition in accordance with the substance of the contractual arrangement.

Liabilities arising from financial guarantees are presented together with otherprovisions.

A financial liability or a part of it is derecognised when, and only when, the obligationspecified in the contract is discharged, cancelled or expired. A financial liability is alsoderecognised when its terms are modified and the cash flows of the modified liability aresubstantially different, in which case, a new financial liability based on modified terms isrecognised at fair value. On derecognition of a financial liability, the difference between thecarrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, isrecognised in profit or loss.



Financial guarantee contracts (continued)

Redeemable convertible preference share ('RCPS')

RCPS which amongst other conditions, are redeemable at the option of the issuer ofthe RCPS are classified as equity. RCPS will have annual dividend to be determinedby the Board of Directors.

Derecognition

46






3.11.2 Deferred tax



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



Deferred tax assets are recognised for all deductible temporary differences,unutilised tax losses and unused tax credits, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences,unutilised tax losses and unused tax credits can be utilised except where thedeferred tax asset arises from the initial recognition of an asset or liability in atransaction that, at the time of the transaction, affects neither the accounting profitnor taxable profit or loss.



47





3.12 Provisions

3.13

3.13.1

3.13.1

Revenue from sales of goods is recognised at the point in time when the customerobtains control of goods, which is generally at the time of delivery. Revenue ismeasured at the fair value of the consideration received or receivable, net ofdiscounts and taxes applicable to the revenue.

Sale of goods

Revenue from services is recognised at the point in time when the customeracceptance of the services or period of time as per stated in contract with customerwhich is generally at the time of delivery. Revenue is measured at the fair value ofthe consideration received or receivable, net of discounts and taxes applicable to therevenue.


Sale of services

Revenue recognition


Revenue is measured at the fair value of consideration received or receivable. The Group andthe Company recognise revenue as follows:

48








3.15 Contingencies



Wages, salaries, social security contributions, paid annual leave, paid sick leave,bonuses and non-monetary benefits are recognised as expense in the financial yearin which the associated services are rendered by employees of the Group and of theCompany. Short term accumulating compensated absences such as paid annual leaveare recognised when services are rendered by employees that increase theirentitlement to future compensated absences. Short term non-accumulatingcompensated absences such as sick leave are recognised when the absences occur.

The financial statements of the Group and of the Company are measured using thecurrency of the primary economic environment in which the Group and theCompany operate (“the functional currency”). The consolidated financial statementsare presented in RM, which is also the Group’s and the Company’s functionalcurrency.




49





3.16 Foreign currency (continued)




An operating segment is a component of the Group that engages in business activities fromwhich it may earn revenues and incur expenses, including revenues and expenses that relateto transactions with any of the Group’s other components. An operating segment’s operatingresults are reviewed regularly by the chief operating decision maker to make decisions aboutresources to be allocated to the segment and assess its performance, and for which discretefinancial information is available. Additional disclosures on each of these segments aredisclosed in Note 21, including the factors used to identify the reportable segments and themeasurement basis of segment information.



Transactions in currencies other than the Group’s and the Company’s functionalcurrency (“foreign currencies”) are recorded in the functional currency using theexchange rates prevailing at the dates of the transactions. At each reporting date,monetary items denominated in foreign currencies are translated at the ratesprevailing on the reporting date. Non-monetary items carried at fair value that aredenominated in foreign currencies are translated at the rates prevailing on the datewhen the fair value was determined. Non-monetary items that are measured interms of historical cost in a foreign currency are not translated. Exchange differencesarising on the settlement of monetary items, and on the translation of monetaryitems, are included in profit or loss for the period. Exchange differences arising onthe translation of non-monetary items carried at fair value are included in profit orloss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly inequity.

50





3.18 Fair value measurement (continued)



-

-(ii) the party is an associated of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v)(vi)

(vii)


has an interest in the entity that gives it significant influence over the entity;orhas joint control over the entity;


the party is a close member of the family or any individual referred to in (i) or (iv);




the party is an entity that is controlled, joint controlled or significantly influenced by,or for which significant voting power in such entity resides with, directly orindirectly, any individual referred to in (iv) or (v); orthe party is a post-employment benefit plan for the benefit of employees of theentity, or of any entity that is a related party of the entity.


51








52





4.1


4.2.1



Deferred tax assets




53






4.2.2 Income taxes

4.2.3

4.2.4 Revenue recognition on consultancy services

The assessment of the correlation between historical observed default rates, forecasteconomic conditions and ECLs is a significant estimate. The amount of ECLs issensitive to changes in circumstances and of forecast economic conditions. TheGroup’s historical credit loss experience and forecast of economic conditions mayalso not be representative of customer’s actual default in the future. The informationabout the ECLs on the Group’s trade receivables is disclosed in Note 7.

Provision for expected credit losses of trade receivables and other receivables

The Group uses a provision matrix to calculate ECLs for trade receivables. Theprovision rates are based on days past due for groupings of various customersegments that have similar loss patterns (i.e., by geographical region, product type,customer type and rating).

The provision matrix is initially based on the Group’s historical observed defaultrates. The Group will calibrate the matrix to adjust the historical credit lossexperience with forward-looking information. For instance, if forecast economicconditions (i.e., gross domestic product) are expected to deteriorate over the nextyear which can lead to an increased number of defaults in the manufacturing sector,the historical default rates are adjusted. At every reporting date, the historicalobserved default rates are updated and changes in the forward-looking estimates areanalysed.


The Group recognised the consultancy services revenue and expenses in profit orloss by using the progress towards complete satisfaction of performance obligation.Significant judgement is required in determination the stage of completion of theservices.

54





Group Office equipment,

furniture and fittings Signboard Renovation Total

RM RM RM RM

CostBalance as at 1 January 2019 2,764 1,100 10,966 14,830 Additions - - 25,000 25,000 Balance as at 31 December 2019 2,764 1,100 35,966 39,830






Net carrying amountsBalance as at 31 December 2019 - - 25,000 25,000 Balance as at 31 December 2018 - - - -

2019

2018

55




5. PLANT AND EQUIPMENT (continued) Group

2019Purchase of plant and equipment RM

Cost of plant and equipment purchased (a) 25,000 Cash disbursed for purchase of plant and equipment 25,000

(a)


2019 2018RM RM

Unquoted shares, at cost Balance as at beginning of the financial year 21,900,000 21,900,000 Addition 1 - Balance as at end of the financial year 21,900,001 21,900,000

Less: Accumulated impairment losses Balance as at beginning of the financial year 21,900,000 21,900,000 Impairment losses recognised during the financial year - - Balance as at end of the financial year 21,900,000 21,900,000

Net carrying amount Balance as at end of the financial year 1 -

The particulars of the subsidiary companies are as follows:-





Company

The cost incurred are relating to the renovation of office premise. There is no depreciationcharged on the cost as the works are still in progress as at 31 December 2019.


2018Name of subsidiaries 2019

Wintoni Engineering Sdn. Bhd. #@^

100%



Company

100%

56





Company (continued)



- Malaysia



#*@^

6.1 Acquisition of a subsidiary in 2019

Assets acquired and liabilities assumed

Fair value recognised on acquisition

RMAssetsCash and cash equivalents 1

1

2019 2018

The Company has disposed the subsidiary companies subsequent to financial year end asdisclosed in Note 24.

100% Provision of wholesaleproducts on B2B platform andprovision of consultancyservices.

Unaudited management account were used for consolidation purpose.

Syscomp Technology Sdn. Bhd. *^

Audited financial statement with material uncertainty relating to going concern.

Effective equity interest Country of Incorporation

100%

60%


Audited by CAS Malaysia PLT.


The fair values of the identifiable assets and liabilities of Teampixel Sdn. Bhd. as at the dateof acquisition were:


Teampixel Sdn. Bhd.@

57





6.1 Acquisition of a subsidiary in 2019 (continued)

Assets acquired and liabilities assumed (continued)Fair value recognised

on acquisitionRM

Liabilities -

Total identifiable net assets at fair value 1

Bargain purchase on business combination - Purchase consideration transferred 1

The fair value of purchase consideration is derived based on the following:

Purchase consideration RM

Cash consideration 1

6.2 Non-controlling interest


2019 2018

Percentage of ownership interest and voting interest (%) 40% 40%

Carrying amount of non-controlling interest (RM) (119,895) (118,055) Loss allocated to non-controlling interest (RM) (1,840) (4,261)

Syscomp Technology Sdn Bhd ("Syscomp")

There is no impact on the share capital and substantial shareholders' shareholding in theCompany as the consideration is a cash transaction.

58





6.2 Non-controlling interest (continued)

2019 2018RM RM

Current assets 2,619 2,619 Current liabilities (302,356) (297,756) Net liabilities (299,737) (295,137)

Loss/Total comprehensive lossfor the financial year (4,600) (10,652)

Net cash flows from operating activities - (15,088)

6.3 Profit guarantee arisen from acquisition of Syscomp

In the event that Syscomp fails to achieve the Guaranteed Amount during the GuaranteePeriod (“Shortfall”), the Vendor of Syscomp shall make good the Shortfall by paying WintoniGroup Berhad in cash within 30 (thirty) days of the receipt of the written notice issued byWintoni Group Berhad.

In 23 June 2015, the Company completed the acquisition of Syscomp. As part of theacquisition, the Vendor of Syscomp have provided the Company a profit guarantee thatSyscomp shall attain profit after tax not less than RM750,000 ("Guarantee Amount") for thefinancial year ended 30 June 2016 ("Guarantee Period").


The summarised financial information for the Group's subsidiary company that has materialnon-controlling interest is as follows:-

Syscomp

59





2019 2018RM RM

Trade receivables - gross 1,647,695 539,027 (527,642) (538,974)

Trade receivables - net 1,120,053 53


2019Credit

Lifetime ECL impaired TotalBalance as at beginning of the financial year RM RM RMProvision for impairment losses - 538,974 538,974 Write off - - - Translation differences - (11,332) (11,332) Balance as at end of the financial year - - -

- 527,642 527,642 2018

CreditLifetime ECL impaired Total

Balance as at beginning of the financial year RM RM RMProvision for impairment losses - 538,974 538,974 Write off - - - Reversal of allowance for impairment losses - - - Balance as at end of the financial year - - -

- 538,974 538,974



Group

An impairment analysis is performed at each reporting date using a provision matrix to measureexpected credit losses. The provision rates are based on days past due for groupings of variouscustomer segments with similar loss patterns (i.e., by geographical region, customer type andrating). The calculation reflects the probability-weighted outcome and reasonable and supportableinformation that is available at the reporting date about past events, current conditions andforecasts of future economic conditions.


60






2019

RM RM RM RM

Neither past due nor impaired 1,120,053 - - 1,120,053

Past due 1 - 30 days - - - - Past due 31 - 60 days - - - - Past due 61 - 90 days - - - - More than 90 days past due - - - -

1,120,053 - - 1,120,053

Credit ImpairedMore than 90 days past due 527,642 - (527,642) -

1,647,695 - (527,642) 1,120,053

RM

Neither past due nor impaired 53

Past due 1 - 30 days - Past due 31 - 60 days - Past due more than 60 days 538,974

538,974 Impaired (538,974) Past due but not impaired -

53

ECL (Collectively

assessed)


Provision for impairment losses

Gross carrying amount

ECL (Individually

assessed)

Net balance

2018


61






2019 2018 2019 2018RM RM RM RM

Deposits 16,172 - - - Other receivables 282,364 282,364 281,102 281,102

impairment losses (271,262) (271,262) (270,000) (270,000) 11,102 11,102 11,102 11,102


2019 2018 2019 2018RM RM RM RM

Balance as at beginning of the financial year 271,262 270,000 270,000 270,000

Impairment losses recognisedduring the financial year - 1,262 - -

Balance as at end of the financial year 271,262 271,262 270,000 270,000

9. AMOUNT DUE FROM SUBSIDIARY COMPANIES

Company 2019 2018RM RM

Amount due from subsidiary companies - gross 13,286,805 13,260,648 Less: Allowance for impairment losses (13,286,805) (13,260,648) Amount due from subsidiary companies - net - -

Group

Less: Allowance for



Company

The Group’s normal trade credit term range from 30 to 120 days (2018: 30 to 120 days). Othercredit terms are assessed and approved on a case by case basis.

Group

The maximum exposure of credit risk at the reporting date is the carrying value of receivablesmentioned above. The Group does not hold any collateral as security.

Company

62




9. AMOUNT DUE FROM SUBSIDIARY COMPANIES (continued)

2019 2018 RM RM

Balance as at beginning of the financial year 13,260,648 13,260,648 Impairment losses recognised during the financial year (Note 16) 26,157 - Balance as at end of the financial year 13,286,805 13,260,648

10. SHARE CAPITAL

2019 2018 2019 2018RM RM

Issued and fully paid up: Balance as at beginning and end of the financial year 35,849,031 35,849,031

11. RESERVES

2019 2018 2019 2018RM RM RM RM

7,423,604 7,421,721 - - - 1,080,000 - 1,080,000 - (1,080,000) - (1,080,000)

17,456,580 17,456,580 17,456,580 17,456,580 (5,500,000) (5,500,000) - - 19,380,184 19,378,301 17,456,580 17,456,580

Capital reserve

The amount due from subsidiary companies represented non-trade transactions which areunsecured, interest free and repayable on demand.

The movement in the allowance for impairment losses of amount due from subsidiary companiesduring the financial year are as follows:

Discount on shares

513,000,000

Company


Other reserve


Total reserves

The exchange fluctuation reserve is in respect of foreign exchange differences arising from thetranslation of financial statements of the foreign subsidiary company.

Group

Non distributable:-

513,000,000

Warrants reserve


Group/Company

63




11. RESERVES (continued)


Other reserve



13. REDEEMABLE CONVERTIBLE PREFERENCE SHARE ("RCPS")

The key salient terms of the RCPS are as follows:

Tenure Five (5) years commencing from and inclusive of the Issue Date.

Dividend Policy




On 31 December 2019, TSB entered into a subscription agreement with the trade creditor for theissuance of 420,000 RCPS at an issue price of RM10.00 per RCPS in TSB. The said issuance of theRCPS is to enable TSB to settle the long outstanding balances owed by PWSB to trade creditor.

On 31 December 2019, Planet Wireless Sdn. Bhd. ("PWSB"), a wholly owned subsidiary of theCompany, agreed to assign the trade creditor amounting to RM4,200,799.37 to Teampixel Sdn.Bhd. ("TSB"), another wholly owned subsidiary of the Company.

There were no new ordinary shares issued by virtue of the exercise of warrants. On 22 February2019, the 216,000,000 units of warrants 2014/2019 remained unexercised and has lapsed.

This is on zero coupon rate with no declaration of interest ordividend throughout the tenure.


64




13. REDEEMABLE CONVERTIBLE PREFERENCE SHARE ("RCPS") (continued)

Conversion Right

Conversion Price

Conversion Period

Transferrable


2019 2018 2019 2018RM RM RM RM

979,991 4,200,800 - -

Add:Other payables 703,608 1,625,579 608,125 1,515,581 Accruals 510,792 1,269,693 337,500 1,140,041 Amount due to directors 2,616,193 283,773 2,293,414 5,000

3,830,593 3,179,045 3,239,039 2,660,622

4,810,584 7,379,845 3,239,039 2,660,622

(i)

(ii)

(iii)

Company



Trade payable

Group

During the financial year, the amount of trade payable has settled by issuance of RCPS in TSB.Please refer to Note 13 for the detailed illustration.

The trade payable balances amounting to RM4,200,800 has been assigned to a third partycompany by the particular trade payable in previous financial year.

The RCPS is transferrable to another third party/ third parties at thedetermine price by TSB prior to maturity date.

Based on the net assets of TSB to be determine on date of conversion.

Total financial liabilities carrying at amortised costs

Each RCPS may be converted into one (1) new TSB Share at 5thanniversary of RCPS which is equally to maximum of 5% of the paidup capital of TSB Shares.

Shall be equivalent to the Issue Price and is convertible into one (1)TSB share.

The RCPS shall be mandatorily redeemed and converted at the 5thanniversary of the RCPS based on the Conversion Mode.

Redemption price

65




15. REVENUE

2019 2018RM RM

E-commerce 670,000 - Consultancy services 1,250,000 -

1,920,000 -

16. LOSS BEFORE TAXATION

2019 2018 2019 2018RM RM RM RM

Loss before taxation is arrived at:

after chargingAuditors' remuneration:- statutory audit 64,000 45,000 48,000 38,000 - non-statutory audit 5,000 5,000 5,000 5,000 Impairment losses on: Amount due from subsidiary companies (Note 9) - - 26,157 - Director remunerations (Note 19) 24,000 - - -

17. TAXATION

2019 2018 2019 2018RM RM RM RM

TaxationProvision for current financial year 61,110 - - - Tax expenses for current financial year 61,110 - - -

CompanyGroup

CompanyGroup

Group

66





2019 2018 2019 2018RM RM RM RM

Loss before taxation (353,855) (539,930) (578,416) (488,260)

Tax at the statutory tax rate of 24% (2018: 24%) (84,925) (129,583) (138,820) (117,182) Non-deductible expenses 146,035 129,589 138,820 117,182 Non-taxable income - (6) - - Tax expenses for the current financial year 61,110 - - -



2019 2018 2019 2018RM RM RM RM


2,958,000 2,958,000 750,000 750,000


Group


The unabsorbed capital allowances can be carried forward indefinitely and unutilised tax lossescan be carried forward for a maximum of seven (7) consecutive years of assessment effective fromyear 2019 and it can only be utilised against income from the same business source. Deferred taxassets have not been recognised in respect of these items because it is not probable that futuretaxable profits will be available against which the Group and the Company can utilise the benefits.The unabsorbed capital allowances and unutilised tax losses are subject to the agreement of thetax authorities.


Group Company

Company

67




18. LOSS PER SHARE

(a) Basic loss per ordinary share

2019 2018

Loss attributable to owners of the Company (RM) (413,125) (535,669)


Basic loss per ordinary share attributable to owners of the Company (sen) (0.08) (0.10)

(b) Diluted earning per ordinary share


2019 2018RM RM

Non-executive directors:Director fees 12,000 -

Executive directors:Director fees 12,000 -

The calculation of basic loss per ordinary share at 31 December 2019 is based on the lossattributable to owners of the Company and divided by weighted average number of ordinaryshares outstanding, calculated as follows:

Group/Company


Group

The diluted loss per ordinary share of the Company is similar to the basic loss per ordinaryshare as the Company has no potential dilutive ordinary shares for the current financial year.The Company does not have outstanding warrant and option which may dilute its basis lossper ordinary share.

513,000,000 513,000,000

68





(a)

(b)


21.1

The Group comprises the following main business segments:

E-commerce

Consultancy

Others

Segment assets and liabilities include items directly attribute to a segment as well as thosethat can be allocated on a reasonable basis.

Segment revenues, expenses and result included transfers between segments. The pricescharged on intersegment transactions are at an arm’s length transactions and not materiallydifferent for similar goods to parties outside of the economic entity. These transfers areeliminated on consolidation.

The Board of Directors is the Group’s chief operating decision maker. For managementpurposes, the segment information is presented in respect of the Group’s business segments.The primary format, business segment, is based on the Group’s management and internalreporting structure. No geographical segmental information is presented as the businesssegments are principally operated in Malaysia only.

Business segment


Segmental information for financial year ended 31 December 2018 was not presented as theGroup operates predominantly in one industry, Information, Communication and Technology (ICT) Industry in Malaysia and inactive. The Group has ceased operation in financial year2018.

Investment holding.

Provision of wholesale products on B2B platform.

Provision of consultancy services.


69

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70




21. SEGMENT INFORMATION (continued)


2019 2018RM RM

- Customer A 670,000 - - Customer B 1,250,000 -

1,920,000 -



22.2 Credit risk

The following are the major customer with revenue equal to or more than 10% of the Grouprevenue.

Customer






71





22.2 Credit risk (continued)

(a)



Credit risk is minimised by monitoring the financial standing of the debtors on anongoing concern basis. The Group has significant exposure to several customers andas such concentration of credit risks. As at the reporting date, approximately 100%of the Group's trade receivables were due from two (2) major customers. Themaximum exposure to credit risk is disclosed in Note 7 to the financial statements,representing the carrying amount of the trade receivables recognised on thestatements of financial position.






Trade receivables

The Group and the Company are not significantly exposed to foreign currency risk as themajority of the Group’s and of the Company's transactions, assets and liabilities aredenominated in Ringgit Malaysia. The functional currency of it's foreign subsidiary companywhich are located in Anguilla is United States Dollar ("USD").

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74






2019 2018 2019 2018RM RM RM RM

Financial assets

Amortised cost Trade receivables 1,120,053 53 - - Other receivables 27,274 11,102 11,102 11,102 Cash and bank balances 120,161 2,566 - -

1,267,488 13,721 11,102 11,102


Amortised costsTrade payables 979,991 4,200,800 - - Other payables 3,319,801 1,909,352 2,901,539 1,520,581

4,299,792 6,110,152 2,901,539 1,520,581


Level 1 Level 2 Level 3 TotalRM RM RM RM

2019

Financial liability

Amount due to directors - - 2,616,193 2,616,193

The table below analyses financial instruments that are carried at fair value.

Financial instruments that are not carried at fair valueand whose carrying amounts are reasonable

approximation of fair value


CompanyGroup

Group

75






Level 1 Level 2 Level 3 TotalGroup (continued) RM RM RM RM

2018

Financial liability

Amount due to directors - - 283,773 283,773

2019

Amount due to directors - - 2,293,414 2,293,414

2018

Amount due to directors - - 5,000 5,000

Policy on transfer between levels

Level 1 fair value

and whose carrying amounts are reasonableapproximation of fair value

Financial liability

Company

Financial instruments that are not carried at fair value

Level 1 fair value is derived from quoted price (unadjusted) in active markets for identicalfinancial assets or liabilities that the entity can access at the measurement date.

The fair value of an asset or liability to be transferred between levels is determined as of thedate of the event or change in circumstances that caused the transfer.

Financial liability

76






Level 2 fair value

Transfer between Level 1 and Level 2 fair values

Level 3 fair value

Level 3 fair value is estimated using unobservable inputs for the financial assets or liabilities.

Amount due to directors





Level 2 fair value is estimated using inputs other than quoted prices included within Level 1that are observable for the financial assets or liabilities, either directly or indirectly.


The Group monitors capital using a gearing ratio, which is interest-bearing debts divided by totalcapital. The Group’s debts include trade payables and other payables. The Group is not subject toexternally imposed capital requirements.

There has been no transfer between Level 1 and 2 fair values during the financial year (2018:no transfer in either directions).

77




23. CAPITAL MANAGEMENT (continued)

2019 2018 2019 2018RM RM RM RM

DebtsTrade payables 979,991 4,200,800 - - Other payables 3,830,593 3,179,045 3,239,039 2,660,622 Less: Cash and bank balances (120,161) (2,566) - - Net Debt 4,690,423 7,377,279 3,239,039 2,660,622

Total deficits attributable to owners of the Company (7,670,574) (7,259,332) (3,227,936) (2,649,520)

* * * *

*

24. SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE FINANCIAL YEAR

(a)

(b)

(c)


On 19 June 2017, a pervious Executive Director of the Company lodged a Police Report onpossible wrongdoings by another past Director of the Company who is suspected in causingRM53 million being unaccounted for and/or misappropriated from the Company. The Policewas requested to investigate the potential wrongdoings under the Penal Code and Anti-Money Laundering, Antiterrorism Financing and Proceeds of Unlawful Activities Act 2001.

Gearing ratio

Group

On 17 September 2019, pursuant to an application for termination of winding up ordercommenced by a current director of the Company, the Court has granted an Order toterminate the winding up of the Company subject to the liquidator of the Company makingpayments to the creditors of the Company within 14 days from 17 September 2019.

The Liquidator has ceased office effectively from 1 October 2019 based on the Court Orderdated 17 September 2019.

Company



78




24.

(d )

(e)

(f)

(g)

(h)

(i)

(j) The Company has appointed a Sponsor on 1 April 2020.

A potential investor has indicated his willingness to support the working capital requirementof the major subsidiary, Teampixel Sdn. Bhd.


SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE FINANCIAL YEAR (continued)

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus(“COVID-19”) as a global pandemic, which continues to spread throughout Malaysia andaround the world. On 16 March 2020, the Malaysian Prime Minister announced MovementControl Order ("MCO") which includes closure of all government and private premises exceptthose involved in essential services effective 18 March 2020, through 12 May 2020. The MCOmay impact the Group and the Company’s operations and overall business by delaying theirbusiness activities. There is uncertainty as to the duration and hence the potential impact.The directors of Group and the Company are unable to estimate the potential impact on theirbusiness as of the date of this financial statements and therefore the financial statements donot include any adjustments that might result from the outcome of this uncertainty.




On 3 January 2020, the Company has announced that Bursa Securities decided to grantWintoni an extension of time until 2 July 2020 to submit the regularisation plan to therelevant authorities for approval (" Extended Timeframe") subject to the Company'sappointment of the Sponsor within 3 months from the date on or before 2 April 2020.

79

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PROXY FORMWINTONI GROUP BERHAD

(Registration No: 200701008533 (766535-P ))

(Incorporated In Malaysia)

I/We (FULL NAME IN BLOCK LETTERS)

of (FULL ADDRESS)

being a member/members of WINTONI GROUP BERHAD, hereby appoint the following person(s) or failing him/her, the Chairman of the meeting as my/our proxy/proxies to vote for me/us on my/our behalf, at the Ninth Annual General Meeting of the Company to be held FULLY VIRTUAL through live streaming from the Broadcast Venue at Level 10, Tower 1, Avenue 5, Bangsar South City, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur and online remote participation using remote participation and voting facilities on Tuesday, 30 June 2020 at 3.00 p.m and any adjournment thereof (“9th AGM”):-

Name of Proxy, No. of Shares to beNRIC No. & Address represented by Proxy

1. Name : NRIC No. : Address :

2. Name : NRIC No. : Address :

NO. RESOLUTIONS FOR AGAINST

1. Approval of the following payments :-To approve the payment of Directors’ fees of up to RM79,500 and benefits payable to the Non-Executive Directors up to an amount of RM7,200 from 1 November 2019 until the next Annual General Meeting. Ordinary Resolution 1

2. Re-election of Encik Mohd Nasir Bin Salleh Ordinary Resolution 2

3. Re-election of Mr Cheah Kwong Lee Ordinary Resolution 3

4. Re-election of En Kamal Bin Abdul Aziz Ordinary Resolution 4

5. Re-election of Mr Yeo Chen Ying Ordinary Resolution 5

6. Re-election of Mr Ah Kow @ Choo Ah Kow Ordinary Resolution 6

7. To re-appoint Messrs. CAS Malaysia PLT as the Company’s Auditors for the ensuing year and to authorise the Directors to fix their remuneration Ordinary Resolution 7

8. Authority to allot shares pursuant to Sections 75 and 76 of the Companies Act 2016 Ordinary Resolution 8

9. Proposed Adoption of New Constitution of the Company Special Resolution

Please indicate with an “X” in the appropriate boxes on how you wish your vote to be cast on the Resolutions specified in the Notice of Meeting. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit.

Number of shares

CDS A/C No.

E-Mail Address

…………………………… …….………….……………..Date Signature of Shareholder

NOTES:1. A member of the Company entitled to be present and vote at the meeting is entitled to appoint a proxy/proxies, to attend and vote instead

of him. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person appointed by the Registrar of Companies.

2. A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting.3. Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he specifies the proportions of his holdings to be

represented by each proxy.4. If the appointer is a corporation, the Proxy Form must be executed under its Common Seal or under the hand of its attorney.5. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities

account (“omnibus account”), as defined under the Securities Industry (Central Depositories) Act 1991 there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

6. A proxy appointed to attend and vote in a meeting of the Company shall have the same rights as the member to speak at the meeting.7. The duly completed Proxy Form must be deposited at the registered office of the Company at HMC Corporate Services Sdn Bhd, Level 2,

Tower 1, Avenue 5, Bangsar South City, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

8. General Meeting Record of Depositors For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting the Bursa Malaysia Depository

Sdn Bhd in accordance with Article 59 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 24 June 2020. Only a depositor whose name appears on the Record of Depositors as at 24 June 2020 shall be entitled to attend this meeting or appoint proxy/proxies to attend and/or vote in his stead.

9. In view of the Covid-19 health concerns, the 9th AGM will be conducted fully virtual via live streaming and remote participation and voting facilities. The Company has appointed HMC Corporate Services Sdn Bhd as the Poll Administrator for the 9th AGM to facilitate the remote participation and voting facilities. Please follow the procedures set out in the Administrative Guide for the 9th AGM which is attached to the Notice of the 9th AGM to register, participate, speak and vote remotely.

10. The Broadcast Venue of the 9th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which stipulates that the Chairman shall be at the main venue of the 9th AGM. Members will not be allowed to attend the 9th AGM in person at the Broadcast Venue on the day of the 9th AGM.

11. Pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the 9th AGM will be put to vote by poll.

Company Secretary

WINTONI GROUP BERHAD (Registration No: 200701008533 (766535-P))

Level 2 Tower 1 Avenue 5

Bangsar South City

59200 Kuala Lumpur

Malaysia

Affix

Stamp

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Documents

Wintoni 2019 - Z Cover 1 · after running a similar programme for Perodua. Additionally, Mr. Cheah assisted the motor manufacturers to increase customer retention and at the same