datuk ali bin abdul kadir

96 Pages·2017·2.45 MB·English

CORE VALUES
DO THE RIGHT THING
OUR PEOPLE FIRST
HAVE AN ENTREPRENEURIAL SPIRIT
PURPOSE
Simplifying business by always innovating &
nurturing talent because everyone deserves
the best value
CONTENTS
CORPORATE SECTION REPORT AND FINANCIAL STATEMENTS
2 Notice of Annual General Meeting 36 Directors’ Report
5 Statement Accompanying Notice of 39 Statements of Financial Position
The Tenth Annual General Meeting
40 Statements of
6 Corporate Information Comprehensive Income
7 Corporate Structure 41 Statement of
Changes in Equity
8 Board of Directors
(including key senior management) 43 Statements of Cash Flows
16 5 Years Group Financial Highlights 46 Notes to the Financial Statements
17 Management Discussion and Analysis 82 Statement by Directors
20 Statement on Corporate Governance 82 Statutory Declaration
29 Audit and Risk Management 83 Independent Auditors’ Report
Committee Report
31 Statement on Risk Management OTHER INFORMATION
and Internal Control
86 Analysis of Shareholding
34 Corporate Social Responsibility
Statement
89 Property of the Group
35 Additional Compliance Information
91 Form of Proxy
NOTICE OF
ANNUAL GENERAL MEETING
PRIVASIA TECHNOLOGY BERHAD
Company No. 825092-U
(Incorporated in Malaysia)
NOTICE IS HEREBY GIVEN THAT THE TENTH (10TH) ANNUAL GENERAL MEETING (“AGM”) OF PRIVASIA TECHNOLOGY BERHAD
(“PTB” or “THE COMPANY”) WILL BE HELD AT UNIT C-21-02, 2ND FLOOR, DATARAN 3 DUA (3 TWO SQUARE), NO. 2, JALAN 19/1,
46300 PETALING JAYA, SELANGOR DARUL EHSAN ON FRIDAY, 29 JUNE 2018 AT 10.00 A.M. FOR THE FOLLOWING PURPOSES:
AGENDA
As Ordinary Business:
1. To receive the Audited Financial Statements of the Company for the financial year ended 31 December Please refer to Note 1
2017 together with the Reports of the Directors and Auditors thereon. of the Explanatory Note
2. To re-elect Mr. Puvanesan a/l Subenthiran who shall retire pursuant to Article 129 of the Company’s Ordinary Resolution 1
Articles of Association and being eligible, has offered himself for re-election.
Datuk Ali Bin Abdul Kadir has given notice that he will not be seeking for re-election as a Director
in accordance with Article 129 of the Articles of Association. Hence, he will retain office until the
conclusion of this 10th AGM.
3. To re-elect the following Directors who shall retire pursuant to Article 134 of the Company’s Articles of
Association and being eligible, have offered themselves for re-election:
I. Mr. Ronnie Kok Lai Huat Ordinary Resolution 2
II. Dato’ Mohamed Sharil Bin Mohamed Tarmizi Ordinary Resolution 3
4. To approve the payment of Directors’ fees and allowances from 1 January 2018 until the next Annual Ordinary Resolution 4
General Meeting of the Company to be held in 2019.
5. To re-appoint Messrs Baker Tilly Monteiro Heng as Auditors for the financial year ending 31 December Ordinary Resolution 5
2018 and to authorise the Directors to fix their remuneration.
As Special Business:
To consider and, if thought fit, with or without any modifications, to pass the following Ordinary Resolutions:
6. Retention of Mr. Brian Wong Wye Pong as Independent Non-Executive Director. Ordinary Resolution 6
“THAT approval be and is hereby given to retain Mr. Brian Wong Wye Pong as an Independent Non-
Executive Director of the Company until the conclusion of the next Annual General Meeting, who has
served as an Independent Non-Executive Director of the Company for more than nine (9) years in
accordance with the Malaysian Code on Corporate Governance.
7. Authority to issue and allot shares pursuant to Section 76 of the Companies Act, 2016. Ordinary Resolution 7
“THAT subject always to the Companies Act, 2016, the Articles of Association of the Company and the
approvals of the relevant governmental/regulatory authorities, where such approval is necessary, the
Directors be and are hereby authorised pursuant to Section 76 of the Companies Act, 2016, to issue
and allot shares in the Company at any time until the conclusion of the next Annual General Meeting, in
such number and to such person 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 does not exceed ten per centum (10%) of the issued share capital of the Company for the time
being and that the Directors be and are also empowered to obtain the approval from Bursa Malaysia
Securities Berhad for the listing of and quotation for the additional shares so issued.”
8. To transact any other business for which due notice shall have been given in accordance with the
Company’s Articles of Association and the Companies Act, 2016.
2 PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017
By Order Of The Board,
WONG CHOW LAN (MAICSA 7012088)
FOO LI LING (MAICSA 7019557)
Company Secretaries
Petaling Jaya
Date: 27 April 2018
NOTES
1. A member of the Company entitled to attend and vote at the 10th AGM (“Member”) may appoint not
more than two (2) proxies to attend and vote instead of him/her.
2. If a Member appoints two (2) proxies, the appointments shall be invalid unless he specified the
proportions of his/her shareholdings to be represented by each proxy.
3. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote
at a Meeting shall have the same rights as the Member to speak at the Meeting.
4. Where a Member is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act 1991 (“SICDA”), it may appoint at least one (1) proxy in respect of each securities account it holds
with ordinary shares of the Company standing to the credit of the said securities account.
5. Where a Member is an Exempt Authorised Nominee which holds ordinary shares in the Company for
multiple beneficial owners in one (1) securities account (“omnibus account”), 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. For a proxy form to be valid, it must be deposited at the Registered Office of the Company at 62C,
Jalan SS21/62, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than
forty eight (48) hours before time appointed for the Meeting or any adjournments thereof.
7. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney
duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the
hand of an officer or attorney duly authorised. An instrument appointing a proxy to vote at a meeting
shall be deemed to include the power to demand a poll on behalf of the appointer.
8. For purpose of determining who shall be entitled to attend this Meeting, the Company shall request
Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 22 June 2018 pursuant to
Article 79 and paragraph 7.16 (2) of Bursa Malaysia Securities Berhad ACE Market Listing Requirements.
A Depositor whose name appears as such Record of Depositors shall be entitled to attend this Meeting.
9. Pursuant to Paragraph 8.31A(1) of the Ace Market Listing Requirement, all the resolutions at the 10th
AGM of the Company shall be put to vote by way of poll.
10. By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and
vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i)
consents to the collection, use and disclosure of the member’s personal data by the Company (or its
agents) for the purpose of the processing and administration by the Company (or its agents) of proxies
and representatives appointed for the Annual General Meeting (including any adjournment thereof)
and the preparation and compilation of the attendance lists, minutes and other documents relating to
the Annual General Meeting (including any adjournment thereof) and in order for the Company (or its
agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the
“Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies)
and/or representative(s) to the Company (or its agents), the members has obtained prior consent of
such proxy/(ies) and/or representative(s) for the collection, use and disclosure by the Company (or
its agents) of the personal data of such proxy/(ies) and/or representative(s) for the Purposes, and (iii)
agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims,
demands, losses and damages as a result of the member’s breach of warranty.
PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017 3
Explanatory Notes on Ordinary Business
1. Agenda 1 – To receive the Audited Financial Statements
Agenda item no. 1 is meant for discussion only as the provision of Section 340 (1)(a) of the Companies Act,
2016 does not require shareholders’ approval for the audited financial statements. Hence, this item on the
Agenda is not put forward for voting.
2. Agenda 4 - Payment of Directors’ fees and allowances
The Company is requesting shareholders’ approval for the payment of Directors’ fees and allowances to the
Directors for the period commencing 1 January 2018 up till the next Annual General Meeting of the Company
in 2019 as follows:
RM
Executive Directors 152,000
Non-Executive Directors 304,000
If passed, it will allow the Company to make payment of the Directors’ fees and allowances to Directors on
quarterly basis up till the next Annual General Meeting of the Company to be held in 2019.
Explanatory Notes on Special Business
Resolution 6 – Retention as Independent Non-Executive Director of the Company pursuant to Malaysian Code
on Corporate Governance.
The proposed adoption of the Ordinary Resolution 6 is to retain Mr. Brian Wong Wye Pong (“Mr. Brian”) as an
Independent Non-Executive Director (“INED”) of the Company.
Mr. Brian was appointed as an INED of the Company on 4 May 2009, and has, therefore served as INED
for more than nine (9) years. However, he has met the independence guidelines as set out in Chapter 1 of
Bursa Malaysia Securities Berhad ACE Market Listing Requirements. The Board therefore, considers him to be
independent and believes that he should be retained as an INED of the Company.
Resolution 7 – Authority to issue and allot shares pursuant to Section 76 of the Companies Act, 2016.
The proposed Resolution 7, if passed, will authorize the Directors to issue shares up to 10% of the total issued
capital of the Company for the time being for such purposes as the Directors consider would be in the best
interest of the Company. The purpose for the renewal of a general mandate is to avoid any delay and costs
in convening a general meeting to specifically approve such an issue of shares for any possible fund raising
activities (excluding placing of shares) for the purpose of funding further investment projects, additional working
capital, acquisitions, etc.
This authority unless, revoked or varied at a general meeting, will expire at the next annual general meeting of
the Company.
The Company did not issue any new shares pursuant to the mandate granted to the Directors at the last
annual general meeting held on 20 June 2017 and which will lapse at the conclusion of the forthcoming annual
general meeting.
4 PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017
STATEMENT ACCOMPANYING NOTICE OF THE
TENTH
ANNUAL
GENERAL
MEETING
1. The Director retiring and seeking re-election pursuant to Article 129 of the Company’s Articles of Association at the 10th AGM is:
a. Puvanesan a/l Subenthiran
2. The Directors retiring and seeking re-election pursuant to Article 134 of the Company’s Articles of Association at the 10th AGM are:
a. Ronnie Kok Lai Huat; and
b. Dato’ Mohamed Sharil Bin Mohamed Tarmizi
3. The Director retaining as an Independent Non-Executive Director in accordance with the Malaysian Code on Corporate Governance at
the 10th AGM is:
a. Brian Wong Wye Pong
The Board has via the Nomination and Remuneration Committee conducted an annual performance evaluation and assessment of
Mr. Brian Wong Wye Pong, who has served as Independent Non-Executive Director of the Company for a cumulative term of more than
nine years, and recommended him to continue to act as Independent Non-Executive Director based on the following justifications:
I. He fulfilled the criteria under definition of Independent Director as stated in the Listing Requirements, and therefore was able to
bring independent and objective judgement to the Board; and
II. He has been with the Company for long and therefore understands the Company’s business operations which enable him to
participate actively and contribute during deliberations or discussions at committee and Board meetings.
4. The details of the Directors seeking re-election and retention are set in their profile which appear on page 11, 13, 14 and 15 of this
Annual Report.
5. Details of the proposed renewal of the general mandate for the Directors to allot and issue shares in the Company pursuant to
Section 76 of the Companies Act, 2016 in accordance with Paragraph 6.04(3) of Bursa Malaysia Securities Berhad ACE Market
Listing Requirements are set out in the Explanatory Notes on Special Business of the Notice of the 10th AGM on page 4 of this
Annual Report.
PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017 5
CORPORATE
INFORMATION
Board of Directors Registered Office
DATUK ALI BIN ABDUL KADIR No. 62C, Jalan SS21/62, Damansara Utama,
(Chairman/ Independent Non-Executive Director) 47400 Petaling Jaya,
Selangor Darul Ehsan.
Tel: [phone]
PUVANESAN A/L SUBENTHIRAN
Fax: [phone]
(Chief Executive Officer/ Managing Director)
ANDRE ANTHONY A/L HUBERT RENE Share Registrars
(Deputy Chief Executive Officer/ Executive Director)
SYMPHONY SHARE REGISTRARS SDN. BHD.
(378993-D)
BRIAN WONG WYE PONG
Level 6, Symphony House,
(Independent Non-Executive Director)
Pusat Dagangan Dana 1, Jalan PJU 1A/46,
47301 Petaling Jaya, Selangor Darul Ehsan.
RONNIE KOK LAI HUAT Tel: [phone]
(Independent Non-Executive Director) Fax: [phone]
DATO’ MOHAMED SHARIL BIN MOHAMED TARMIZI
(Independent Non-Executive Director) Company Secretaries
WONG CHOW LAN (MAICSA 7012088)
Audit and Risk Management Committee FOO LI LING (MAICSA 7019557)
BRIAN WONG WYE PONG (Chairman)
DATUK ALI BIN ABDUL KADIR (Member)
Stock Exchange Listing
RONNIE KOK LAI HUAT (Member)
BURSA MALAYSIA SECURITIES BERHAD
Stock Name: PRIVA
Stock Code: 0123
Nomination and Remuneration Committee
RONNIE KOK LAI HUAT (Chairman)
BRIAN WONG WYE PONG (Member) Auditor
DATO’ MOHAMED SHARIL BIN MOHAMED TARMIZI (Member) BAKER TILLY MONTEIRO HENG (AF 0117)
Chartered Accountants
Baker Tilly MH Tower,
Investment Committee Level 10, Tower 1 Avenue 5,
Jalan Kerinchi, Bangsar South,
DATO’ MOHAMED SHARIL BIN MOHAMED TARMIZI (Chairman)
59200 Kuala Lumpur.
PUVANESAN A/L SUBENTHIRAN (Member) Tel: [phone]
BRIAN WONG WYE PONG (Member) Fax: [phone]
ANDRE ANTHONY A/L HUBERT RENE
(Alternate to Puvanesan a/l Subenthiran)
Website
www.privasia.com
6 PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017
PRIVACOM SDN. BHD.
(100%)
PRIVASIA SDN. BHD.
(100%)
PRIVASIA (SABAH) SDN. BHD.
(100%)
PRIVASAT SDN. BHD.
(100%)
PRIVATEL SDN. BHD.
(75%)
PRIVATEL (SINGAPORE) PTE. LTD.
(100%)
PRIVANET SDN. BHD.
(100%)
SCANTEL SDN. BHD.
(100%)
SPRING REACH
DISTRIBUTION SDN. BHD.
(75%) INFOCRATS SDN. BHD.
(30%)
PRIVAGEN SDN. BHD.
(60%)
PRIVARAIL SDN. BHD.
(80%)
PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017 7
BOARD OF DIRECTORS
(including key senior management)
8 PRIVASIA TECHNOLOGY BERHAD l ANNUAL REPORT 2017