securing OUR FUTUREstatic.mtouche.com/pdf/annual/AnnualReport2014.pdfMTOUCHE TECHNOLOGY BERHAD (656395-X) ANNUAL REPORT 2014 MTOUCHE TECHNOLOGY BERHAD (656395-X) Suite 39-06 Menara

MT

OU

CH

E T

EC

HN

OLO

GY

BE

RH

AD

(656395-X)A

NN

UA

L RE

PO

RT

2014

MTOUCHE TECHNOLOGY BERHAD (656395-X)

Suite 39-06 Menara Citibank165 Jalan Ampang 50450 Kuala LumpurMalaysia T : +60 (3) 2166 0018F : +60 (3) 2166 1028W: www.mtouche.com

PASSWORD

securingOUR

FUTURE

annual report2014

WHAT’SINSIDE...

CONTENTS

Profile ofDirectors,CEO, CFO and CTO

Chairman’sStatement

Statement onCorporate Governance

Audit CommitteeReport

Statement on Risk Management andInternal Control

SustainabilityReport

AdditionalComplianceInformation

CorporateInformation

CorporateStructure

Five-YearGroup FinancialSummary

P.02

P.03

P.04

FinancialStatements

Analysis ofShareholdings

Analysis ofWarrant AHoldings

Analysis ofWarrant BHoldings

Notice ofAnnual GeneralMeeting

Appendix I

ProxyForm

P.05

P.10

P.13

P.21

P.25

P.27

P.28

P.31

P.103

P.106

P.108

P.110

P.113

WHAT’SINSIDE...

CONTENTS

Profile ofDirectors,CEO, CFO and CTO

Chairman’sStatement

Statement onCorporate Governance

Audit CommitteeReport

Statement on Risk Management andInternal Control

SustainabilityReport

AdditionalComplianceInformation

CorporateInformation

CorporateStructure

Five-YearGroup FinancialSummary

P.02

P.03

P.04

FinancialStatements

Analysis ofShareholdings

Analysis ofWarrant AHoldings

Analysis ofWarrant BHoldings

Notice ofAnnual GeneralMeeting

Appendix I

ProxyForm

P.05

P.10

P.13

P.21

P.25

P.27

P.28

P.31

P.103

P.106

P.108

P.110

P.113

MTOUCHE TECHNOLOGY BERHAD (656395-X) ANNUAL REPORT 2014

2

corporateinformation

AUDIT COMMITTEE

(Chairman)Yeap Teik Pung(Member)Dato’ Ahmad Bahrin Bin IdrusYB Datuk Raime Bin Unggi (Appointed w.e.f. 27 May 2015)

NOMINATION COMMITTEE

(Chairman)Dato’ Ahmad Bahrin Bin Idrus (Member)Yeap Teik PungYB Datuk Raime Bin Unggi (Appointed w.e.f. 27 May 2015)

REMUNERATION COMMITTEE

(Chairman)Y.M. Raja Hizad Bin Raja Kamarulzaman

(Member)Yeap Teik PungDato’ Ahmad Bahrin Bin Idrus (Appointed w.e.f. 20 March 2015)

COMPANY SECRETARY

Lim Lee Kuan (MAICSA 7017753)Ng Sally (MAICSA 7060343)

REGISTERED OFFICE

10th Floor, Menara Hap SengNo. 1 & 3 Jalan P. Ramlee50250 Kuala LumpurTel : 03-2382 4288Fax : 03-2382 4170/71/72

HEAD OFFICE

mTouche Technology BerhadSuite 39-06, Menara Citibank165 Jalan Ampang50450 Kuala LumpurTel : 03-2166 0018Fax : 03-2166 1028

WEBSITE

www.mtouche.com

AUDITORS

Messrs Ernst & Young (AF 0039)Level 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala LumpurTel : 03-7495 8000Fax : 03-2095 5332

PRINCIPAL BANKERS

Malayan Banking BerhadOCBC Bank (Malaysia) Berhad

SHARE REGISTRAR

Tricor Investor Services Sdn Bhd (118401-V)Level 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTel : 03-2264 3883Fax : 03-2282 1886

STOCK EXCHANGE LISTING

ACE Market ofBursa Malaysia Securities Berhad

Stock Name : MTOUCHEStock Code : 0092Warrant Code : 0092WA / 0092WB

DATO’ AHMAD BAHRIN BIN IDRUSSenior Independent Non-Executive Director

YEAP TEIK PUNG Independent Non-Executive Director

BOARD OF DIRECTORS

Y.M. RAJA HIZAD BIN RAJA KAMARULZAMANExecutive Chairman

YB DATUK RAIME BIN UNGGI(Appointed w.e.f. 27 May 2015)Independent Non-Executive Director

DARREN SOLOMON LOW JUN KETExecutive Director

MOBILE TOUCHETEK SDN BHD

MTOUCHE PTE LTD

NASTECH LIMITED

MOBILE FUSION PTE LTD

PT MTOUCHE

MTOUCHE (THAILAND) CO., LTD

MTOUCHE (HONG KONG) LTD

MTOUCHE (VIETNAM) CO., LTD

MBIT PTE LTD

MTOUCHE TECHNOLOGY PHILIPPINES INC

MTOUCHE INTERNATIONAL SDN BHD

MTB SECURENET SDN BHD

JUZ TECHNOLOGY SDN BHD

MTOUCHE (CAMBODIA) CO., LTD

M.B.O.X. JOINT STOCK COMPANY

100%(Malaysia)

100%(Malaysia)

100%(Malaysia)

100%(Malaysia)

100%(Cambodia)

100%(Singapore)

100%(Hong Kong)

49%(Indonesia)

99.94%(Thailand)

100%(Hong Kong)

100%(Hong Kong)

100%(Vietnam)

64.9%(Vietnam)

100%(Singapore)

99.99%(Philippines)


3

AUDIT COMMITTEE

(Chairman)Yeap Teik Pung(Member)Dato’ Ahmad Bahrin Bin IdrusYB Datuk Raime Bin Unggi (Appointed w.e.f. 27 May 2015)

NOMINATION COMMITTEE

(Chairman)Dato’ Ahmad Bahrin Bin Idrus (Member)Yeap Teik PungYB Datuk Raime Bin Unggi (Appointed w.e.f. 27 May 2015)

REMUNERATION COMMITTEE

(Chairman)Y.M. Raja Hizad Bin Raja Kamarulzaman

(Member)Yeap Teik PungDato’ Ahmad Bahrin Bin Idrus (Appointed w.e.f. 20 March 2015)

COMPANY SECRETARY

Lim Lee Kuan (MAICSA 7017753)Ng Sally (MAICSA 7060343)

REGISTERED OFFICE

10th Floor, Menara Hap SengNo. 1 & 3 Jalan P. Ramlee50250 Kuala LumpurTel : 03-2382 4288Fax : 03-2382 4170/71/72

HEAD OFFICE

mTouche Technology BerhadSuite 39-06, Menara Citibank165 Jalan Ampang50450 Kuala LumpurTel : 03-2166 0018Fax : 03-2166 1028

WEBSITE

www.mtouche.com

AUDITORS

Messrs Ernst & Young (AF 0039)Level 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala LumpurTel : 03-7495 8000Fax : 03-2095 5332

PRINCIPAL BANKERS

Malayan Banking BerhadOCBC Bank (Malaysia) Berhad

SHARE REGISTRAR

Tricor Investor Services Sdn Bhd (118401-V)Level 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTel : 03-2264 3883Fax : 03-2282 1886

STOCK EXCHANGE LISTING

ACE Market ofBursa Malaysia Securities Berhad

Stock Name : MTOUCHEStock Code : 0092Warrant Code : 0092WA / 0092WB


YEAP TEIK PUNG Independent Non-Executive Director

BOARD OF DIRECTORS


YB DATUK RAIME BIN UNGGI(Appointed w.e.f. 27 May 2015)Independent Non-Executive Director


MOBILE TOUCHETEK SDN BHD

MTOUCHE PTE LTD

NASTECH LIMITED

MOBILE FUSION PTE LTD

PT MTOUCHE

MTOUCHE (THAILAND) CO., LTD

MTOUCHE (HONG KONG) LTD

MTOUCHE (VIETNAM) CO., LTD

MBIT PTE LTD

MTOUCHE TECHNOLOGY PHILIPPINES INC

MTOUCHE INTERNATIONAL SDN BHD

MTB SECURENET SDN BHD

JUZ TECHNOLOGY SDN BHD

MTOUCHE (CAMBODIA) CO., LTD

M.B.O.X. JOINT STOCK COMPANY

100%(Malaysia)

100%(Malaysia)

100%(Malaysia)

100%(Malaysia)

100%(Cambodia)

100%(Singapore)

100%(Hong Kong)

49%(Indonesia)

99.94%(Thailand)

100%(Hong Kong)

100%(Hong Kong)

100%(Vietnam)

64.9%(Vietnam)

100%(Singapore)

99.99%(Philippines)

corporatestructure


4

PROFILE OFDIRECTORS, CEO, CFO & CTO

REVENUE(RM’000)

PROFIT / (LOSS) BEFORE TAX(RM’000)

‘10 ‘11 ‘12 ‘13 ‘14

44,080

43,754

36,889

28,338

25,8

42

43,639

32,550

34,027

27,450

18,9

20

PROFIT / (LOSS) ATTRIBUTABLETO EQUITY OWNER OF THE COMPANY(RM’000)

TOTAL ASSETS(RM’000)

‘10 ‘11 ‘12 ‘13 ‘14 ‘10 ‘11 ‘12 ‘13 ‘14

TOTAL LIABILITIES(RM’000)

NET ASSETS ATTRIBUTABLETO EQUITY OWNER OF THE COMPANY(RM’000)

BASIC EARNING / (LOSS) PER SHARE(Sen)

NET ASSETS PER SHARE ATTRIBUTABLETO EQUITY OWNER OF THE COMPANY(Sen)

‘10 ‘11 ‘12 ‘13 ‘14

2,30

0

(3,991

)

6,09

4

766

(6,0

71)

1,20

3

(4,407

)

4,24

5

107

(7,0

89)

‘10 ‘11 ‘12 ‘13 ‘14

13,215

11,754

11,145

9,27

4

8,21

0

‘10 ‘11 ‘12 ‘13 ‘14

30,070

20,360

22,321

18,000

11,5

14

‘10 ‘11 ‘12 ‘13 ‘14

0.56

(1.94)

1.87

0.05

(3.2

9)

‘10 ‘11 ‘12 ‘13 ‘14

13.00

9.00

10.00

8.00 5.

00

FIVe-YearGrouP financiaL summarY


5

PROFILE OFDIRECTORS, CEO, CFO & CTO

REVENUE(RM’000)

PROFIT / (LOSS) BEFORE TAX(RM’000)

‘10 ‘11 ‘12 ‘13 ‘14

44,080

43,754

36,889

28,338

25,8

42

43,639

32,550

34,027

27,450

18,9

20

PROFIT / (LOSS) ATTRIBUTABLETO EQUITY OWNER OF THE COMPANY(RM’000)

TOTAL ASSETS(RM’000)

‘10 ‘11 ‘12 ‘13 ‘14 ‘10 ‘11 ‘12 ‘13 ‘14

TOTAL LIABILITIES(RM’000)

NET ASSETS ATTRIBUTABLETO EQUITY OWNER OF THE COMPANY(RM’000)

BASIC EARNING / (LOSS) PER SHARE(Sen)

NET ASSETS PER SHARE ATTRIBUTABLETO EQUITY OWNER OF THE COMPANY(Sen)

‘10 ‘11 ‘12 ‘13 ‘14

2,30

0

(3,991

)

6,09

4

766

(6,0

71)

1,20

3

(4,407

)

4,24

5

107

(7,0

89)

‘10 ‘11 ‘12 ‘13 ‘14

13,215

11,754

11,145

9,27

4

8,21

0

‘10 ‘11 ‘12 ‘13 ‘14

30,070

20,360

22,321

18,000

11,5

14

‘10 ‘11 ‘12 ‘13 ‘14

0.56

(1.94)

1.87

0.05

(3.2

9)

‘10 ‘11 ‘12 ‘13 ‘14

13.00

9.00

10.00

8.00 5.

00


5



YB DATUK RAIME BIN UNGGIIndependent Non-Executive Director

YEAP TEIK PUNGIndependent Non-Executive Director


6


66

Y.M. Raja Hizad Bin Raja Kamarulzaman, a Malaysian, aged 61, was appointed as Non-Independent Non-Executive Chairman on 27 April 2012. He was subsequently redesignated as Executive Chairman of the Company on 20 January 2014. Y.M. Raja Hizad is also the Chairman of the Remuneration Committee.

Y.M. Raja Hizad is currently also a project director with EAG Consulting Sdn Bhd, an Environmental Analytical Green Consultant where he is responsible of the administration of the Company. He has more than 36 years working experience in architectural and planning construction projects.

Y.M. Raja Hizad holds a Certificate in Town Planning from Institut Teknologi MARA (currently known as Universiti Teknologi MARA) and Diploma in Town Planning Universiti Teknologi Malaysia.

Dato’ Ahmad Bahrin Bin Idrus, a Malaysian, aged 64, was appointed as Independent Non-Executive Director on 27 April 2012. Subsequent to this, Dato’ Ahmad Bahrin was appointed as Senior Independent Non-Executive Director on 26 November 2012. Dato’ Ahmad Bahrin is also the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee.

Dato’ Ahmad Bahrin joined the Royal Malaysian Police (RMP) in June 1970. After serving 37 years in the RMP, he retired in March 2007 as the Chief Police Officer of Negeri Sembilan. He has held various commanding and operational post in the RMP which includes as the Assistant Commissioner of the Commercial Crime Department, FRU Commander Bukit Aman, Federal Traffic Chief Bukit Aman and Deputy Chief Police Officer of Kuala Lumpur. He is currently the Executive Chairman of K&K Security Services Sdn Bhd.

Dato’ Ahmad Bahrin is a Senior Cambridge holder.

proFILe oFDirectors, ceo, cfo anD ctocont’d

7



YB DATUK RAIME BIN UNGGIIndependent Non-Executive Director

YEAP TEIK PUNGIndependent Non-Executive Director


7


7

YB Datuk Raime Bin Unggi, a Malaysian, aged 45, was appointed as an Independent Non-Executive Director on 27 May 2015. YB Datuk Raime is also a member of the Audit Committee and Nomination Committee.

YB Datuk Raime is a Member of Parliament of Malaysia for the Tenom constituency in Sabah under the United Malays National Organisation (UMNO) party banner. Prior to that, Datuk Raime had joined the government sector as an Assistant Administrative Officer from year 1997 to 2004. He was a Board member of several public listed and private companies. He is also currently the Chairman of Desa Group of Companies, which is wholly-owned by the State Government of Sabah. Further, YB Datuk Raime is a director of Asdion Berhad.

Datuk Raime possesses a Diploma of Business Studies from Institut Teknologi Mara Sabah and a Master of Arts (Sociology) from the Universiti Utara Malaysia.

Yeap Teik Pung, a Malaysian, aged 52, was appointed as Independent Non-Executive Director on 27 April 2012. Teik Pung is also the Chairman of the Audit Committee and a member of the Nomination Committee and the Remuneration Committee.

Teik Pung began his career with Hanafiah, Raslan & Mohamad, an accounting firm as an audit assistant in 1984. He left the firm as an audit senior in 1991 to join a multinational manufacturing corporation, NORTEL as an accounting manager. He left NORTEL in 1994 to join Fifth Media Sdn Bhd, a local IT company as a Chief Financial Officer. In 1999, he left and became a consultant and a partner of Baqir Hussain, Yeap & Associates to provide business advisory and accounting services. In 2009, he left and set up True Vision Business Services to provide business advisory and accounting services. He was also an Executive Director of RC Planet Sdn Bhd, a company involved in distribution and retailing in radio control and educational robotic products, services and related accessories. He has more than 28 years of working experience in the public practice, commerce and industry, specialises in the area of audit, accounting, taxation, business advisory and corporate finance.

Teik Pung is a Chartered Accountant and is member of the Malaysia Institute of Accountants and Malaysian Institute of Certified Public Accountants.


KONG SEH KIANG, KENNETHChief Technology Officer (“CTO”)


JOHANN SIMANDJOENTAKChief Financial Officer (“CFO”)

MOHAMED ZAKHIR BIN MOHAMEDChief Executive Officer (“CEO”)


8

Darren Solomon Low Jun Ket, a Malaysian, aged 27, joined mTouche on 10 April 2014 and was appointed as Executive Director on 27 May 2014.

Prior to joining mTouche Technology Berhad, Darren was the business development executive of Compugates Sabah Sdn Bhd, a company involved in solar power electrification and installation of solar power lighting.

He is presently a Director of Nakamichi Corporation Berhad and K&K Security Services Sdn Bhd.

Darren holds a Bachelor of Commerce, majoring in Accounting and Finance, from the University of Melbourne, Australia.


Mohamed Zakhir Bin Mohamed, a Malaysian, aged 48, was appointed as Chief Executive Officer (“CEO”) on 9 July 2014.

Zakhir’s possesses a wealth of experience in a wide range of industries including audit, taxation, construction, property development, asset and facility management, management consultancy, technology management, IT (healthcare), electronic payment as well as oil and gas fabrication. His last posting was with Dynac Group as a General Manager.

Zakhir studied accountancy at Northumbria University and graduated with a Masters of Arts, Business Administration (MBA) from the University of Hertfordshire, both in the United Kingdom.

He is an Associate member of the Malaysian Institute of Management, treasurer of Blog House Malaysia and executive council member of the Federation of International UMNO Clubs Alumni.

Johann Simandjoentak, a Malaysian, aged 42, was appointed as Chief Financial Officer (“CFO”) on 2 March 2015.

Prior to joining mTouche Technology Berhad, Johann was the Chief Financial Officer and Head of Corporate Affairs for Konsortium Transnasional Berhad (KTB). At KTB, he was given the responsibility over the full spectrum of financial and management accounting as well as corporate affairs pertaining to the Group and its subsidiaries.

Johann holds a Bachelor of Accounting from Universiti Kebangsaan Malaysia. He is a Chartered Accountant and a Member of the Malaysian Institute of Accountants.

9

KONG SEH KIANG, KENNETHChief Technology Officer (“CTO”)


JOHANN SIMANDJOENTAKChief Financial Officer (“CFO”)

MOHAMED ZAKHIR BIN MOHAMEDChief Executive Officer (“CEO”)


9

Notes to Directors’ Profiles, CEO, CFO and CTO

The Directors, CEO, CFO and CTO do not have directorship in other public listed companies in Malaysia, except as disclosed for Darren Solomon Low Jun Ket and YB Datuk Raime Bin Unggi.

The Directors, CEO, CFO and CTO do not have any family relationship with any other Directors and/or major shareholders of the Company.

The details of the Directors’ securities holdings are set out in the Analysis of Shareholdings as at 28 April 2015 as set out on page 103 of this Annual Report.

The details of the Directors’ attendance at Board and Audit Committee meetings are set out on pages 15 and 21 of this Annual Report respectively.

None of the Directors, CEO, CFO and CTO has been convicted for any offences within the past ten (10) years other than traffic offences, if any, nor have any conflict of interest with the Company.

The composition of the Board of Directors complies with Rule 15.02 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“ACE Market Listing Requirements”) whereby the number of Independent Directors is at least 2.

Kong Seh Kiang, Kenneth, a Malaysian, aged 46, joined mTouche on 2 January 2014 and was appointed as the Chief Technology Officer (“CTO”) on 10 January 2014.

Prior to joining mTouche, Kenneth was based in Microsoft Corporation’s headquarters in United States – Redmond, Washington since May 2000. He has held several management positions in Windows, Microsoft Customer Support and Developer divisions and a key member of division leadership team where he was involved in strategic planning, software engineering lifecycle management, oversight of product quality and all other aspects of people management. During his tenure with Microsoft, he managed a software engineering team based in Shanghai, China and also project led numerous Microsoft product releases. He possesses substantial experience and knowledge in software engineering and various technologies in operating system, web applications, Cloud applications and Business Intelligence. He has held a senior manager position in software engineering in Visual Studio Cloud Services division, prior to joining mTouche. Kenneth brings along with him vast experience in the field of cyber security in communications.

Kenneth Kong holds a Master of Business Administration degree majoring in Finance and a Bachelor degree majoring in Computer Information System from Hawaii Pacific University.


CHAIRMAN’SSTATEMENT

Dear Valued Shareholder,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of mTouche Technology Berhad for the financial year ended 31 December 2014.


10

11

CHAIRMAN’SSTATEMENT

Dear Valued Shareholder,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of mTouche Technology Berhad for the financial year ended 31 December 2014.


11

FInAncIAL PeRFoRMAnce

For the financial year ended 31 December 2014, the Group had recorded a revenue of RM25.8 million, with a net loss of RM6.9 million. The net loss was primarily attributed to lower revenue in highly competitive market environment and increase in operation cost, especially with the development of a new business track which is moving towards secured and encrypted communication application.

coRPoRATe DeveLoPMenT

During the financial year, the Company repurchased 2,307,100 of its issued ordinary shares from the open market at an average price of RM0.24 per share. The total consideration paid for the repurchase including transaction costs was RM559,425. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.

At 31 December 2014, the Company held as treasury shares a total of 16,070,600 of its 231,541,100 issued ordinary shares. Such treasury shares are held at a carrying amount of RM5,212,402 and further details are disclosed in Note 23(b) to the financial statements.

BUSIneSS DeveLoPMenT

The markets in Malaysia and around the region remained dynamic and challenging, demanding us to be innovative to remain competitive. While continuing our core business in mobile content and solution, the management has taken the initiative to embark on new business areas in order to diversify the business.

In the second quarter of 2014, mTouche began working together with a leading local research & development (R&D) agency to develop a Mobile Device Management (MDM) application, which is expected to be ready for commercialisation in Quarter 2 2016.

In December 2014, mTouche entered into a collaboration with Arbor Technology Corporation, to explore opportunities in relation to Internet of Things (IoT) solutions. Arbor Technology is

a leading Taiwanese company specialising in embedded and network computing solutions for manufacturing automation, telecommunications and transportation. The event was witnessed by Yang Berbahagia Dato’ Mohamed Sharil Mohamed Tarmizi, Chairman of the Malaysian Communications and Multimedia Commission (MCMC). We foresee this collaboration would add value to our business in the future.

At the same time, the management team initiated discussions with several parties to commercialise our Secured Messaging Application. In early 2015, we have managed to secure two partners to commercialise our Secured Messaging Application in Malaysia and around the region.

ReSeARcH AnD DeveLoPMenT (R&D)

As part of our business diversification, we will continue to put significant attention into R&D.

During the financial year ended 2014, more resources were put into R&D in our efforts to develop and introduce new products and applications. Under the guidance of our Chief Technology Officer, Mr Kenneth Kong, the R&D team has managed to complete the development for our Secured Messaging Application, which is set for mass commercialisation in the third quarter of 2015.

cHaIrMaN’Sstatementcont’d


12

cHaIrMaN’Sstatementcont’d

PRoSPecTS

The prospect for mTouche remains positive. Globally and regionally, the growth in mobile devices would continue to register strong demand for content and applications.

Communication security and privacy remain a hot topic, with many high profile breaches recorded. Our entry into mobile and data security business area would put us in a good position to capitalise on the demand for mobile security and privacy.

APPRecIATIon

In closing, I would like to record my appreciation to our Board members, management team, employees and all stakeholders for allowing me to Chair this Group. I will continue to strive to my very best in leading this Group. I am confident that together we can bring mTouche back into the black and towards a greater level.

Y.M. Raja Hizad Bin Raja KamarulzamanExecutive Chairman


13

StateMeNt oNcorPorate GoVernance

THe IMPoRTAnce oF coRPoRATe GoveRnAnce

The Board of Directors (“the Board”) is committed in ensuring that the highest standards of corporate governance are upheld throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance stakeholders’ value. To this end, the Board fully supports the principles and the corresponding recommendations of the Malaysian Code on Corporate Governance 2012.

The Board has taken measures and efforts to ensure that as far as practicable, the adoption and the implementation of the Code’s principles and recommendations. Save for recommendations 2.2, 3.4 and 8.2, in which the Board having duly considered the rationale for the deviation as set out in this statement, all other recommendations of the Code are fully adopted.

The Board is pleased to outline the corporate governance practices of the Group, which forms the system of governance adopted by the Board.

A. DIRecToRS

The Board

An effective Board with diversed background leads and controls the Group to ensure capable management. It resolves key business matters and corporate policies except those reserved for shareholders as provided in the Articles of Association, in accordance with the Companies Act, 1965, Listing Requirements of Bursa Malaysia Securities Berhad and other regulations

The Group has in place a Board Charter which sets out the roles and responsibilities of the Board including functions delegated to Management. The Board Charter is available on the Group’s website at www.mtouche.com.

The Board consists of competent individuals with appropriate specialised skills and knowledge to successfully direct, supervise and manage the Group’s business as a going concern, which encompassed issues of setting strategic business directions, overseeing conducts and affairs, developing shareholders and investors relations and communications, reviewing the system on risk management and internal control and succession planning.

The Board takes full responsibility for the performance of the Group and reviews the strategic direction and effective control of the Group taking into account changes in the business and political environment and risk factors. The Board complements an executive management team in delivering sustainable added value for shareholders.

In discharging its fiduciary duties, the Board is assisted by Board Committees, namely the Audit Committee, the Nomination Committee and the Remuneration Committee. Each Committee operates within its respective specific terms of reference which have been approved by the Board. The ultimate responsibility for the final decision on all matters, however, lies with the Board as a whole.

The Board is also guided by the Group Code of Conduct and Whistle Blowing Policy in discharging its oversight role effectively. A summary of the Code of Conduct and Whistle Blowing Policy was published on the corporate website.

Board composition and Balance

The Board currently has five (5) members, comprising two (2) Executive Directors and three (3) Independent Non-Executive Directors. Together, the Directors bring a wide range of business and financial experience which adds value to the Group. The profile of each Director is presented on pages 6 to 9 of this Annual Report.

The role of the Chairman and the Chief Executive Officer (“CEO”) is held by different individuals, with the Chairman being an Executive Director. The separation of these positions promotes accountability and facilities division of responsibilities. The task of the Chairman includes leading the Board in the oversight of management whilst in the CEO focuses on the business and day by day management of the Group.


14

A. DIRecToRS cont’d

Board composition and Balance cont’d

The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate accountability with their unbiased and independent views, advice and judgement to take into account of the long term interests of the shareholders, employees, customers and the Group’s business associates, which ensure that no one individual dominates the decisions of the Board. The tenure of an independent director should not exceed a cumulative term of nine (9) years. Nevertheless, upon completion of the nine (9) years, an Independent Director may continue to serve the Board subject to the approval of shareholders to continue as an Independent Director or be re-designated as a Non-Independent Director.

The Board has assessed the independence of its Independent Directors, namely Dato’ Ahmad Bahrin Bin Idrus and Mr Yeap Teik Pung, who in the opinion of the Board, are able to bring independent and objective judgement to Board’s deliberations.

According to the Recommendations 3.4 and 3.5 of the Code, the Chairman of the Company must be a non-executive member of the Board and the Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. The Chairman of the Board is Y.M. Raja Hizad Bin Raja Kamarulzaman, who was re-designation from a Non-Independent Non-Executive Chairman to an Executive Chairman on 20 January 2014. His redesignation from non-executive role to an executive role was after considering his vast experience and leadership capabilities which would benefit business development and the growth of the Company.

The compliance to the Recommendation 3.5 of the Code would require an increase in the size of the Board. The Company has recently appoint an additional Independent Non-Executive Director. Thus, the Board comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. The Board considers its current size as adequate, given the present scope of work and nature of the Group’s business operations and the investment of the minority shareholders is fairly reflected in the Board representation. The Board is of the view that the Chairman provides strong leadership and is able to marshal the Board’s priorities objectively. In addition, the Board holds the view that there is no imbalance of power and authority in the current Board composition.

Balance in the Board is achieved and maintained where the composition of the members of the Board are professionals and entrepreneurs, with the combination of industrial knowledge, broad business ideas and commercial experiences. Such balance enables the Board to provide effective leadership in all aspects as well as maintaining high standards of governance and integrity in making decisions relating to strategy, performance, internal control, investors’ relation and human resource management. The Board will continue to monitor and review the Board size and composition as periodically.

Dato’ Ahmad Bahrin Bin Idrus was appointed as the Senior Independent Non-Executive Director to whom concerns may be conveyed to him at [email protected]

Board Meetings

The Board meets at least four (4) times annually on a quarterly basis, with additional meetings convened as and when necessary. The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting the agenda for Board Meetings.

To ensure that the Directors have the time to focus and fulfill their roles and responsibilities effectively, the Directors must not hold directorships at more than five (5) public listed companies and shall notify the Chairman before accepting any new directorship.

To facilitate the Directors’ time planning, an annual meeting schedule is prepared and circulated at the beginning of every year, as well as the tentative closed periods for dealings in securities by Directors based on the targeted date of announcements of the Group’s quarterly results.

StateMeNt oNcorPorate GoVernancecont’d


15


Board Meetings cont’d

The Board met eight (8) times during the financial year 31 December 2014. The record of meeting attendance is as follows: -

Director Position Attendance %

Y.M. Raja Hizad Bin Raja Kamarulzaman Executive Chairman 8/8 100

Dato’ Ahmad Bahrin Bin Idrus Senior Independent Non-Executive Director 8/8 100

Yee Chee Wai, Patrick (Resigned w.e.f. 25 May 2015)

Non-Independent Non-Executive Director 7/8 88

Yeap Teik Pung Independent Non-Executive Director 8/8 100

Darren Solomon Low Jun Ket (Appointed w.e.f. 27 May 2014)

Executive Director 4/4 100

During the financial year, the Board also resolved and approved the Company’s matter through circular resolutions. Board members are provided with sufficient detailed information for approvals via circular resolutions and are given full access to senior Management to clarify any matters that may arise.

Supply of Information The Board recognises that decision making process is highly contingent on the strength of information furnished.

As such, Directors have unrestricted access to any information pertaining to the Group.

The CEO plays a key role in ensuring that all Directors have full and timely access to information with Board papers circulated at least three (3) working days in advance of Board meetings. This ensures that Directors have sufficient time to appreciate issues deliberated at the Board meetings and expedite their decision making process.

Every Director has unrestricted access to advice and services of the Company Secretary. The Board believes that the Company Secretary is capable of carrying out her duties to ensure the effective functioning of the Board while the terms of appointment permit her removal and appointment only by the Board as a whole.

The Audit Committee plays a pivotal role in channeling pertinent operational and assurance related issues to the Board. The Audit Committee partly functions as a filter to ensure that only pertinent matters are tabled at the Board level.

The Board is also regularly updated from time to time by the Company Secretary and/or Management on new statutory and regulatory requirements or any changes or amendments to the regulatory requirements concerning their duties and responsibilities.

Directors’ Training It is imperative that all Board members devote sufficient time to update their knowledge and enhance their skills

through appropriate continuing education programmes and life-long learning. The Board fully supports the need for its members to further enhance their skills and knowledge to enable its members to effectively discharge their duties.

All Directors have completed the Mandatory Accredited Programme prescribed by Bursa Securities.



16


Directors’ Training cont’d All Directors were constantly given in-house briefings by the Company Secretary on the various amendments

to the Listing Requirements. In addition to the periodical briefings, the Directors have attended the following seminars during the year:

no. name of Director course Attended Date

1. Y.M. Raja Hizad Bin Raja Kamarulzaman

- -

2. Dato’ Ahmad Bahrin Bin Idrus - -

3. Yee Chee Wai, Patrick(Resigned w.e.f. 25 May 2015)

- -

4. Yeap Teik Pung Corporate Governance Statement Reporting Workshop

21 May 2014

Appreciation & Application of ASEAN Corporate Governance Scorecard

29 September 2014

Participation in Malaysian Accounting Standards Board working Group - Roundtable on Financial Reporting

17 November 2014

5. Darren Solomon Low Jun Ket - -

Appointment of Directors and Re-election The Nomination Committee comprises exclusively Independent Non-Executive Directors. The Nomination

Committee is responsible for identifying and recommending to the Board suitable nominees for appointment to the Board and Board Committees. A mix of skills and other qualities of the nominees will be considered by the Nomination Committee before recommending any nominees to the Board.

The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis. The Board’s evaluation comprises Board Assessment, Board Committee Assessment, Individual Assessment and Assessment of Independence of Independent Director. The assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities.

For Individual (Self & Peer) Assessment, the assessment criteria include contribution to interaction, quality of inputs, and understanding of role.

The results of the assessment would form the basis of the recommendation of the Nomination Committee to the Board for the re-election of Directors at the next Annual General Meeting (“AGM”).

In addition, the Nomination Committee will evaluate the performance of the CEO and the Chief Financial Officer (“CFO”) in the financial year ending 31 December 2015 because they are recently appointed (i.e. less than a year).



17


Appointment of Directors and Re-election cont’d

The Articles of Association of the Company provides that:- a. at least one-third (1/3) of the Board is subject to retire by rotation at each AGM. The Directors to retire in

each year are the Directors who have been the longest in office since their appointment or re-appointment; and

b. the Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the Articles. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

A retiring Director is eligible for re-election. This provides an opportunity for shareholders to renew their mandates. The election of each Director is voted on separately. To assist shareholders to renew their decision, sufficient information such as personal profile, meetings attendance and the shareholdings in the Group of each Director standing for election are available in the Annual Report.

The Board acknowledges the importance of boardroom diversity. The Group strictly adhered to the practice of non-discrimination of any form, whether based on race, age, religion and gender throughout the organisation, which including the selection of Board members. The Board encourages a dynamic and diverse composition by nurturing suitable and potential candidates equipped with competency, skills, experience, character, time commitment, integrity and other qualities in meeting the future needs of the Company. However, the Board has yet to implement gender diversity policies and targets, or has any immediate plans to implement such policies and targets as the Board is of the view that gender should not be a basis of evaluation and that candidate should be sought after based on their level of experience and skill set as well as other qualities as stated above.

B. BoARD coMMITTeeS

To assist the Board in discharging its duties, the Board delegates certain of its responsibilities to the respective committees namely, Audit Committee, Nomination Committee and Remuneration Committee, which operate within clearly defined terms of reference, primarily to assist the Board in the execution of its duties and responsibilities as well as enhancing business and corporate efficiency and effectiveness.

The Board Committees will deliberate and examine issues within the established terms of reference and report to the Board on significant matters that require the Board’s attention.

Audit committee (“Ac”) The AC is led by a competent Independent Non-Executive Director. The responsibilities, composition, terms of

reference and duties and responsibilities of the AC are outlined in this Annual Report under the section of Audit Committee Report.

nomination committee (“nc”) The NC is led by the Senior Independent Non-Executive Director. The NC is responsible for providing the

Board with recommendation on candidates for directorship in the Company and Directors to fill the seats on the Company’s board committees. In addition, the NC is responsible to assess the effectiveness of the Board as a whole, the committees of the Board, the performance and contribution of each Director and key senior management, and to review the required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the Board and the independence of Independent Director. The NC comprises entirely Independent Non-Executive Directors. The members are as follows:



18

B. BoARD coMMITTeeS cont’d

nomination committee (“nc”) cont’d

Current members: i. Dato’ Ahmad Bahrin Bin Idrus – Chairman ii. Yeap Teik Pung – Member iii. YB Datuk Raime Bin Unggi – Member (Appointed w.e.f. 27 May 2015) NC meeting is held at least once a year. During the financial year ended 31 December 2014, five (5) NC meetings

were held on 12 March 2014, 20 May 2014, 27 May 2014, 8 July 2014 and 25 November 2014 respectively. The record of the NC meeting attendance is as follow:

Director Attendance %

Dato’ Ahmad Bahrin Bin Idrus 5/5 100

Yeap Teik Pung 5/5 100

Yee Chee Wai, Patrick(Resigned w.e.f. 2 March 2015)

5/5 100

During the financial year ended 31 December 2014, the NC assessed the effectiveness of the Board as a whole, the committees of the Board, the performance and contribution of each Director and key senior management. The NC also evaluated the hiring of the Executive Director, Chief Executive Officer, Chief Financial Officer and the Group Chief Commercial Officer. Besides, the NC had also reviewed and discussed on the composition of the members of the current Board and the training needs.

Remuneration committee (“Rc”)

The RC is responsible for reviewing and recommending to the Board the remuneration packages of the Executive Directors and senior key management. The RC comprises mainly Non-Executive Directors. The members are as follows:

Current members: i. Y.M. Raja Hizad Bin Raja Kamarulzaman - Chairman ii. Yeap Teik Pung – Member iii. Dato’ Ahmad Bahrin Bin Idrus – Member (Appointed w.e.f. 20 March 2015)

The remuneration packages of the Company’s Executive and Non-Executive Directors are determined by the Board as a whole, with the Director concerned abstaining from participating in the decision making in respect of his own individual remuneration. RC meeting is held at least once a year. During the financial year ended 31 December 2014, four (4) RC meetings were held. The record of the RC meeting attendance is as follow:


Y.M. Raja Hizad Bin Raja Kamarulzaman 4/4 100


Yee Chee Wai, Patrick(Resigned w.e.f. 2 March 2015)

4/4 100



19

c. DIRecToRS’ ReMUneRATIon

The Level and Make-up Remuneration

The remuneration of Directors is determined at levels which enable the Group to attract and retain the Directors with relevant experience and expertise needed to assist in managing the Group effectively. In case of Executive Directors of the Group, their remuneration are structured to link rewards to corporate and individuals performance.

The aggregate remuneration of Directors for the financial year ended 31 December 2014 is categorised as follow:

executive Directors

non-executive Directors

RM’000 RM’000

Fees - 128

Salaries and other emoluments 281 -

ToTAL 281 128

Analysis of Remuneration

no. of Directors

executive non-executive

Below RM50,001 - 3

RM150,00 - RM200,000 2 -

RM250,00 - RM300,000 - -

ToTAL 2 3

For security and confidential reasons, the details of individual Directors’ remuneration are not shown. The Board is of the opinion that the transparency and accountability aspect of corporate governance as applicable to Directors’ remuneration are appropriately served by the disclosures made above.

D. SHAReHoLDeRS

The Group values good communication with its shareholders and investors. The Board and Management ensure timely dissemination of information on the Group’s performance and other matters affecting interests of the shareholders and investors through announcements, circulars, press releases and distribution of annual reports as set out in the Listing Requirements of the Bursa Malaysia Securities Berhad and the Code. The Group’s corporate website is regularly updated as part of the Group’s effort to leverage on information technology for effective dissemination of information.

The AGM is the principle avenue for dialogues and interaction with the shareholders. At the AGM, the Board presents the progress and performance of the Group. Shareholders present are given opportunity to present their views or to seek more information, and all Board Members, Senior Management and the Group’s External Auditors are available to respond to shareholders’ enquiries during the meeting. However any information that may be regarded as undisclosed material information about the Group will not be given.

In accordance to Recommendation 8.2 of the Code, the Board is encouraged to put substantive resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast and against each resolution. Recommendation 8.2 of the Code further encourages the employment of electronic means for poll voting. The Board is of the view that voting by way of a show of hands is an effective method, given the current level of shareholders’ attendance at the Group’s AGMs. The Board will continuously evaluate the feasibility and appropriateness of this method in each AGM. Nevertheless, effective 1 June 2013, poll voting is mandated for related party transactions that require specific shareholders’ approval.



20

e. AccoUnTABILITY AnD AUDIT

Financial Reporting

The Board aims to provide and present a fair and meaningful assessment of the Group’s financial performance and prospects to the shareholders, primarily through the annual financial statements and quarterly announcement of results as well as the Chairman’s statement and review of operations in the annual report. The Board is assisted by the AC to oversee the Group’s financial reporting processes and the accuracy, adequacy and completeness of its financial reporting.

Statement on Risk Management and Internal control

The Board recognises the importance for maintaining a sound risk management and internal control system that covers, inter alia, risk management, financial, organisational, operational and compliance to safeguard shareholders’ investments and the Group’s assets. The Statement on Risk Management and Internal Control which provides an overview of the state of the Risk Management and Internal Control within the Group is set out on pages 25 and 26 of this Annual Report.

Internal Audit Function Relevant Internal Control systems are implemented for the day to day operations of the Group. The internal

auditors has an independent reporting channel to the AC and is authorised to conduct independent audits of all the departments and offices within the Group and reports the findings to the AC at the end each quarter.

The AC reviews, deliberates and decides on the next course of action and evaluates the effectiveness and efficiency of the Internal Control systems in the organisation.

Relationship with Auditors

The Board has established transparent and appropriate relationship with its external auditors through the AC. The AC and the Board maintain a great emphasis on the objectivity and independence of the external auditors, in providing the relevant and transparent reports to shareholders. In ensuring full disclosure, the external auditors is regularly invited to attend AC Meetings as well as the AGM, including discussions with the AC without the presence of Management. In this regard, the external auditors have an obligation to highlight any concerns in the Group’s system of internal control and compliance to Management, AC and the Board.

Annually, the AC also reviews the appointment, performance and remuneration of the external auditors before recommending them to the shareholders for re-appointment in the AGM.

The role of the AC in relation to the external auditors is set out in the AC Report on page 22 on this Annual Report.

Directors’ Responsibilities Statement

The Directors are required to ensure that the financial statements of the Group and Company are drawn up in accordance with the applicable Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1995, so as to give a true and fair view of the state of affairs of the Group and the Company for the financial year ended.

In preparing the financial statements, the Directors have ensured appropriate accounting policies are adopted and applied consistently, and made reasonable and prudent judgments and estimates.

The Directors also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.



21

aUDIt coMMItteerePort

The Audit Committee (“the Committee”) is pleased to present their report for the financial year ended 31 December 2014.

MeMBeRSHIP

The Committee comprises the following members:

i. Yeap Teik Pung (Chairman) - Independent Non-Executive Director

ii. Dato’ Ahmad Bahrin Bin Idrus (Member) - Senior Independent Non-Executive Director

iii. Yee Chee Wai, Patrick (Member)(Resigned w.e.f. 25 May 2015)

- Non-Independent Non-Executive Director

iv. YB Datuk Raime Bin Unggi(Appointed w.e.f. 27 May 2015)

- Independent Non-Executive Director

MeeTInGS

The Committee convened six (6) meetings during financial year ended 31 December 2014. The details of attendance of each Committee member are as follow:-



Dato’ Ahmad Bahrin Bin Idrus 6/6 100

Yee Chee Wai, Patrick(Resigned w.e.f. 25 May 2015)

6/6 100

The CEO, other members of the Board, senior management, external auditors and internal auditors attended the meetings upon invitation by the Committee. The Committee had met 2 times with the external auditors on separate session without the presence of Management.

The meetings were appropriately structured throughout the use of agendas, which were distributed to members with sufficient notification.

TeRMS oF ReFeRence

The Committee is established as a committee to the Board:

1. objective The primary objectives of the Committee are to: a. provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the corporate accounting

and practices for the Company and all its wholly and majority owned subsidiaries (“the Group”). b. improve the Group’s business efficiency, the quality of the accounting function, the system of internal

control and audit function and strengthen the confidence of the public in the Group’s reported results. c. maintain through regularly scheduled meetings, a direct line of communication between the Board and the

external auditors as well as internal auditors. d. enhance the independence of both external and the internal auditors’ function through active participation

in the audit process. e. strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the

operations of the Company and the Group through their participation in the Committee. f. act upon the Board’s request to investigate and report on any issues or concerns in regards to the

management of the Group.


22

aUDIt coMMItteerePortcont’d

TeRMS oF ReFeRence cont’d

2. composition The Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3)

members. All the Committee members must be non-executive directors. The majority of them must be independent directors and at least one (1) member must be a member of the Malaysia Institute of Accountants or possess such other qualifications and/or experience as approved by Bursa Malaysia Securities Berhad (“Bursa Securities”). The Chairman of the Committee shall be as independent director.

In the event of any vacancy in the Committee resulting in the non-compliance of sub-Rule 15.09(1) of the ACE Market Listing Requirements of Bursa Securities, the Company shall be fill in the vacancy within three (3) months.

3. Authority The Committee shall in accordance with the procedure determined by the Board and at expenses of the

Company:

a. have explicit authority to investigate any matter within its terms of reference; b. have the resources which are required to perform its duties; c. have full and unrestricted access to any information which it requires in the course of performing its duties; d. have unrestricted access to the CEO and the CFO; e. have direct communication channels with the external auditors and person(s) carrying out the internal audit

function or activity (if any); f. be able to obtain independent/external professional or other advice and to secure the attendance of

outsiders with relevant experience and expertise if it considers this necessary; and g. be able to convene meetings with the external auditors excluding the attendance of the executive members

of the Company, whenever deemed necessary.

4. Duties and Responsibility

To review the following and report the same to the Board:-

a. within the external auditors: i. the external audit plan; ii. the evaluation of the system of internal controls; and iii. the external audit report. b. the assistance given by the Company’s employees to the external auditors; c. the adequacy of the scope, functions, competency and resources of the internal audit functions and that is

has the necessary authority to carry out its works; d. the internal audit programme, processes, the results of internal audit programme, processes or

investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

e. the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:

i. changes in or implementation of major accounting policy changes; ii. significant and unusual events; and iii. compliance with accounting standards and other legal requirements; f. any related party transactions and conflict of interest situation that may arise within the Group including any

transaction, procedure or course of conduct that raises questions of management integrity; g. any letter of resignation from the external auditors of the Company; h. whether there is any reason (supported by grounds) to believe that the external auditors is not suitable for

re-appointment; and i. recommend the nomination of a person or persons as external auditors.


23


TeRMS oF ReFeRence cont’d

5. Meetings The Committee shall meet at least four (4) times in a year or more frequently as circumstances required with due

notice of issues to be discussed and shall record its conclusions in discharging its duties and responsibilities. Quorum shall be by majority of the members who are Independent Directors.

Upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider matters which should be brought to the attention of directors or shareholders.

The internal auditors and the external auditors have the right to appear and be heard at any meeting at the invitation of the Committee and shall appear before the Committee when required to do so by the Committee.

The Company must ensure that other directors and employees attend any particular Committee meeting only at the Committee’s invitation, specific to the relevant meeting.

The Committee shall meet with the external auditors, the internal auditors or both without executive board members present at least twice a year.

6. Minutes

The Company Secretary or other appropriate senior official shall be the Secretary to the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of meetings of the Committee members. The Committee members may inspect the minutes of the Committee at the Registered Office or such other place as may be determined by the Committee.

7. Procedures of the committee

The Committee may regulate its own procedures, in particular:

a. the calling of meetings; b. the notice to be given of such meetings; c. the voting and proceedings of such meetings; d. the keeping of minutes; and e. the custody, production and inspection of such minutes.

SUMMARY oF AcTIvITIeS

During the financial year ended 31 December 2014, the Committee carried out its duties in accordance with the Terms of Reference which included the following:

1. reviewed the quarterly unaudited results, audited financial statements and annual report which are recommended for the Board’s adoption;

2. reviewed the external auditors’ audit planning memorandum of the Group;3. reviewed the issues and results arising from external audit and the resolutions of such issues highlighted;4. reviewed and ensured the adequacy of the scope and coverage of the audit plan proposed by the internal

auditors and approved the audit plan for audit execution;5. reviewed the internal audit report and the results and recommendations arising from the reviews conducted by

the outsourced internal audit function; and6. reviewed related party transactions entered into by the Company and the Group, the approval process and

disclosure of such transactions.


24


InTeRnAL AUDIT FUncTIon

The Internal Audit Function, which is outsourced to a professional services firm, assists the Committee in ensuring the adequacy and effectiveness of the internal control systems. The activities of the Internal Audit Function during the financial year ended 31 December 2014 were as follows:

a. conducted internal audit reviews in accordance with the internal audit plan approved by the Committee;b. reported the results of internal audits and made recommendations for improvements to the Committee on a

periodic basis; andc. performed follow-up visits to ensure that recommendations for improvement were satisfactorily implemented.

The internal audits conducted did not reveal any weaknesses which would result in material losses, contingencies or uncertainties that would require separate disclosure in the Annual Report.

The cost incurred for the internal audit function in respect of the financial year ended 31 December 2014 was RM19,080.


25

StateMeNt oN rISK MaNaGeMeNt aNDinternaL controL

Pursuant to Rule 15.26 (b) of the ACE Market Listing Requirements of Bursa Securities (the “ACE LR”), the Board is required to make a statement in the Annual Report on the state of the internal control of the Group. In this respect, the Board is pleased to represent the following Statement on Risk Management and Internal Control prepared in accordance with the ACE LR and as guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by the Taskforce on Internal Control.

Board Responsibility

The Board acknowledges its overall responsibility in establishing a sound framework of risk management and internal controls which are fundamental for good corporate governance. The Board focuses on effective risk oversight which is critical to setting the tone and culture towards effective risk management and internal control. Due to the limitations that are inherent in any system of risk management and internal control, this system is designed to manage and minimise, rather than eliminate, the risk of failure to achieve corporate objectives. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system on internal control covers, inter alia, risk management, financial, organisational, operational and compliance controls.

Main Features of Risk Management and Internal control System

The Group cannot achieve its objectives and sustain success without effective governance, risk management and internal control procedures. The following are the main features of the Group’s risk management and internal control system:

Risk management framework

In order to achieve a sound system of risk management and internal control, the Board together with Management ensures that the risk management framework and internal control system is embedded into the culture, processes and structures of the Group. The Board is responsible in determining the overall risk appetite and delegates the responsibility of implementing the processes for identifying, evaluating, monitoring, and reporting of risks and internal control, including taking appropriate and timely corrective actions as needed, to the Management. The Group adopts a Three Line of Defence Model in its risk management framework. The first line of defence is carried out via the internal controls in places as part of the day to day operations. The second line of defence relates to the oversight function by both the Board and Management. The final and third line of defence is that of the independent assurance providers, namely the Internal Auditors. This process has been in place throughout the financial year and up to date of the approval of the Annual Report

clear roles and responsibilities

The Group has in place an organisational structure with clearly defined lines of responsibilities and appropriate levels of delegation and authority. The roles and responsibilities of the Board is set out in the Board Charter. Committees namely Audit Committee, Nomination Committee and Remuneration Committee with clearly defined Terms of Reference are established to assist the Board to discharge its responsibilities. Authority limits within the Group facilities accountability and supports an efficient decision making process.

Formalised policies and procedures

To facilitate effective and efficient operations, clear formalised internal policies and procedures are in place to support the Group to achieve its objectives. These policies and procedures serves as a guideline to ensure compliance with applicable laws and regulations, and also internal controls with respect to the conduct of business.

Budgetary planning and monitoring

Business plan and budgetary exercise is carried out annually which serves as a monitoring tool to ensure that Group is on track to meet its objectives. Actual performances are monitored against the budget periodically with appropriate corrective action taken on a timely basis.

Internal audit

As part of the Group’s Three Line of Defence Model in its risk management framework, an internal audit function is in place to provide independent and objective assurance on the risk management and internal controls. The internal audit function is outsourced to a professional services firm which reports directly to the Audit Committee to ensure high level of independence.


26

StateMeNt oN rISK MaNaGeMeNt aNDinternaL controLcont’d

Review by external Auditors

Pursuant to Rule 15.23 of the ACE LR, the External Auditors have reviewed this Statement of Risk Management and Internal Control, and reported to the Board that nothing has come to their attention that causes them to believe that this statement in inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal control.

conclusion

The Board is in the view that the Group’s risk management and internal control system is operating adequately and effectively, in all material aspects, based on the risk management model adopted by the Group and has received the same assurance from the Chief Executive Officer and Group Financial Controller.

The Board remains committed towards operating a sound system of internal control, recognising that the system must continually evolve to support the types of business, size and operations of the Group. As such, the Board will when necessary, put in place appropriate action plans to further enhance the Group’s system of risk management and internal control.

The statement was made in accordance with a resolution of the Board dated 19 May 2015.


27

SUStaINabILItYrePort

mTouche aims to conduct a sustainable business which enhances the value of all our stakeholders. We are committed to actively play our role as a responsible corporate citizen and always believed a sustainable business should be carried out ethically with integrity. We have identified three important pillars to support our initiative to build a sustainable business.

WoRKPLAce

Great people make a great organisation. mTouche strives to provide all our employees with a conducive workplace in order for us to consistently perform at our very best. We take pride in ensuring that our operations are carried out in a safe and healthy environment with sufficient support for training and development to bring the best out of our team.

The Company recognises the value of a diversed and skilled workforce and will create and maintain an inclusive and collaborative workplace culture that will provide sustainability for the Company into the future. The Company shall leverage the diverse backgrounds in terms of gender, ethnicity and age, experiences and perspectives of our workforce, to provide good customer service to an equally diverse customer base.

envIRonMenT

Headquartered in a certified green building by the Green Building Index Accreditation Panel in Kuala Lumpur, mTouche is aware of the impact of our business on the environment and has taken active steps to reduce our carbon footprint on the environment. These steps include reducing our energy consumption through switching off unused lights and air conditioning, and our paper management initiative to print only when necessary, including printing on both sides if possible and the recycling of used papers.

coMMUnITY

mTouche believes in contributing back to society and actively participate in Corporate Social Responsibilty (“CSR”) activities.

Since 2011, we have been contributing to World Vision in their “Sponsor a Child” campaign and is currently sponsoring a 16 year old child from Mongolia and an 13 year old child from Indonesia. We hope that our contribution will help transform these children’s life for the better.


28

aDDItIoNaL comPLiance information

1. UTILISATIon oF PRoceeDS There were no proceeds raised from any corporate proposal during the financial period.

2. SHARe BUY-BAcK

The shareholders of the Company had given their approval for the Company to buy-back its own shares at the AGM held on 26 June 2014.

During the year, the Company bought back a total of 2,307,100 of its ordinary shares of RM0.10 each (“mTouche Share(s)”) in the open market. The details of the mTouche Shares bought back during the financial year are as follows:

Monthly Breakdownnumber of

mTouche SharesBuy Back Price per

mTouche Share (RM)Average cost of mTouche Share Total cost

2014 Bought Back Lowest Highest (RM) (RM)

January 2,277,100 0.24 0.24 0.24 550,811.92

February - - - -

March 30,000 0.29 0.29 0.29 8,612.87

April - - - - -

May - - - - -

June - - - - -

July - - - - -

August - - - - -

September - - - - -

October - - - - -

November - - - - -

December - - - - -

ToTAL 2,307,100 559,424.79

As at 31 December 2014, a total of 2,307,100 mTouche Shares bought back were held as treasury shares. The Company is seeking renewal of the Shareholders’ mandate on the share buy-back proposal at the Company’s Eleventh AGM.

3. oPTIonS, WARRAnTS oR conveRTIBLe SecURITIeS

The Company did not issue any options, warrants or convertible securities in respect of the financial year ended 31 December 2014.

As at 31 December 2014, Warrants 2010/2020 and Warrants 2008/2018 outstanding of 49,012,000 and 67,959,945 respectively, remained unexercised.

4. DePoSIToRY ReceIPT PRoGRAMMe

The Company did not sponsor any depository receipt programme during the financial year.


29

aDDItIoNaL comPLiance informationcont’d

5. SAncTIonS AnD/oR PenALTIeS

There were no sanctions and/or penalties imposed on the Company and/or its subsidiaries during the financial year.

6. non-AUDIT FeeS

The amount of non-audit fees paid to the external auditors by the Group during the financial year was RM32,000.

7. vARIATIon In ReSULTS

There was no variance of 10% or more between the audited results for the financial year ended 31 December 2014 and the unaudited results previously announced by the Company.

8. PRoFIT GUARAnTee

There was no profit guarantee given by the Company during the financial year.

9. MATeRIAL conTRAcTS

There was no material contracts entered into by the Company and its subsidiaries that involves the directors and/or major shareholders since the end of the previous financial year.

10. RecURRenT ReLATeD PARTY TRAnSAcTIonS oF RevenUe nATURe

There were no recurrent related party transactions of revenue nature entered into during the financial year.

FINANCIALSTATEMENTS...

Directors’Report

Statement byDirectors

StatutoryDeclaration

IndependentAuditors’Report

Statements ofComprehensiveIncome

Statements ofFinancialPosititon

ConsolidatedStatement ofChangesin Equity

CompanyStatement ofChangesin Equity

ConsolidatedStatement ofCash Flows

CompanyStatement ofCash Flows

Notes to theFinancialStatements

P.32

P.35

P.35

P.36

P.38

P.39

P.41

P.42

P.43

P.45

P.46

FINANCIALSTATEMENTS...

Directors’Report

Statement byDirectors

StatutoryDeclaration

IndependentAuditors’Report

Statements ofComprehensiveIncome

Statements ofFinancialPosititon

ConsolidatedStatement ofChangesin Equity

CompanyStatement ofChangesin Equity

ConsolidatedStatement ofCash Flows

CompanyStatement ofCash Flows

Notes to theFinancialStatements

P.32

P.35

P.35

P.36

P.38

P.39

P.41

P.42

P.43

P.45

P.46


32

The Directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2014.

PrinciPal activities

The principal activities of the Company are investment holding, research and development of existing and new technologies in the field of information technology and telecommunications and related activities.

The principal activities of the subsidiaries are shown in Note 15 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

results

Group company rM rM

Loss, net of tax (6,922,131) (21,905,340)

Loss attributable to:

Owners of the parent (7,089,542) (21,905,340)

Non-controlling interests 167,411 -

(6,922,131) (21,905,340)

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, other than as disclosed in the financial statements.

DiviDenD

No dividend has been paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the financial year ended 31 December 2014.

Directors

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Y.M. Raja Hizad Bin Raja KamarulzamanDato’ Ahmad Bahrin Bin IdrusYeap Teik PungDarren Solomon Low Jun Ket (appointed on 27 May 2014)Yee Chee Wai

Directors’ benefits

Neither at the end of the financial year, nor at any time during that financial year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Directors’RepoRt


33

Directors’RepoRtcont’d

Directors’ benefits cont’d

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary of a full-time employee of the Company or its related corporation as shown in Note 10 to the financial statements) by reason of a contract made by the Company or a related corporation with any Director or with a firm of which the Director is a member, or with a Company in which the Director has a substantial financial interest.

Directors’ interests

According to the register of directors’ shareholdings, the interests of Directors in office at the end of the financial year in shares and warrants in the Company and its related corporations during the financial year were as follows:

number of ordinary shares of rM0.10 each name of Directors 1.1.2014 acquired sold 31.12.2014

Indirect Interest:

Y.M. Raja Hizad Bin Raja Kamarulzaman 64,287,600 - - 64,287,600

Y.M. Raja Hizad Bin Raja Kamarulzaman by virtue of his interest in shares in the Company is also deemed interested in shares of all the Company’s subsidiaries to the extent the Company has an interest.

Other than as disclosed above, none of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year.

Warrants anD issue of shares

As at the end of the year, the entire Warrants 2010/2020 and Warrants 2008/2018 outstanding of 49,012,000 and 67,959,945 respectively, remained unexercised. Please refer to Note 24(a) to the financial statements for further details.

treasury shares

During the financial year, the Company repurchased 2,307,100 of its issued ordinary shares from the open market at an average price of RM0.24 per share. The total consideration paid for the repurchase including transaction costs was RM559,425. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.

At 31 December 2014, the Company held as treasury shares a total of 16,070,600 of its 231,541,100 issued ordinary shares. Such treasury shares are held at a carrying amount of RM5,212,402 and further details are disclosed in Note 23(b) to the financial statements.

other statutory inforMation

(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.


34

other statutory inforMation cont’d

(b) At the date of this report, the Directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) As at the date of this report, there does not exist:

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

(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

(f) In the opinion of the Directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

subsequent events

Details of subsequent events are disclosed in Note 33 to the financial statements.

Signed on behalf of the Board in accordance with a resolution of the directors dated 29 April 2015.

y.M. raja hizad bin raja Kamarulzaman Darren solomon low Jun Ket

Directors’RepoRtcont’d


35

We, Y.M. Raja Hizad Bin Raja Kamarulzaman and Darren Solomon Low Jun Ket, being two of the Directors of mTouche Technology Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 38 to 101 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2014 and of their financial performance and cash flows for the financial year then ended.

The information set out in Note 34 on page 102 to the financial statements have been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated 29 April 2015.

y.M. raja hizad bin raja Kamarulzaman Darren solomon low Jun Ket

I, Johann Simandjoentak, being the officer primarily responsible for the financial management of mTouche Technology Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 38 to 102 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared bythe abovenamed Johann Simandjoentakat Kuala Lumpur in the Federal Territoryon 29 April 2015. Johann simandjoentak Before me,Sunitha A/P RuthramW672Commissioner for Oaths

stAteMeNt BYDIReCtoRSPursuant to section 169(15) of the companies Act, 1965

stAtUtorYDeCLARAtIoNPursuant to section 169(16) of the companies Act, 1965


36

rePort on the financial stateMents

We have audited the financial statements of mTouche Technology Berhad, which comprise the statements of financial position as at 31 December 2014 of the Group and of the Company, and statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 38 to 101.

Directors’ responsibility for the financial statements

The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

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

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

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 December 2014 and of their financial performance and cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

rePort on other leGal anD reGulatory requireMents

In accordance with the requirements of the Companies Act, 1965 in Malaysia (“Act”), we also report the following:

(a) in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) we have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 15 to the financial statements, being financial statements that have been included in the consolidated financial statements.

(c) we are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

iNDePeNDeNtAUDItoRS’ RepoRtto the members of mtouche technology berhad (incorporated in Malaysia)


37

rePort on other leGal anD reGulatory requireMents cont’d

(d) the auditors’ report on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act.

other rePortinG resPonsibilities

The supplementary information set out in Note 34 on page 102 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

ernst & young teoh soo hockAF: 0039 No. 2477/10/15(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia 29 April 2015

iNDePeNDeNtAUDItoRS’ RepoRtto the members of mtouche technology berhad (incorporated in Malaysia)cont’d


38

Group company note 2014 2013 2014 2013

rM rM rM rM

revenue 4 25,842,514 28,337,572 2,206,251 5,169,220

Cost of sales 5 (16,224,372) (16,214,148) - -

Gross profit 9,618,142 12,123,424 2,206,251 5,169,220

Other income 6 207,504 293,179 55,159 25,414

other items of expenseAdministrative expenses (11,889,499) (9,884,892) (4,604,068) (3,783,522)

Other expenses (3,919,719) (1,761,792) (19,474,835) (599,842)

Finance costs 7 (87,847) (3,684) (87,847) (3,684)

(loss)/profit before tax 8 (6,071,419) 766,235 (21,905,340) 807,586

Income tax expense 11 (850,712) (849,808) - (530,518)

(loss)/profit, net of tax (6,922,131) (83,573) (21,905,340) 277,068

other comprehensive (loss)/gain:

Other comprehensive loss to be reclassified to profit or loss in subsequent periods:

Foreign currency translation (305,528) (691,526) - -

Other comprehensive income not to be reclassified to profit or loss in subsequent periods:

Actuarial (losses)/gains on defined benefit obligations 22 (36,315) 38,967 - -

Income tax effect 9,079 (9,742) - -

(27,236) 29,225 - -

Other comprehensive loss for the year, net of tax (332,764) (662,301) - -

total comprehensive (loss)/income for the year (7,254,895) (745,874) (21,905,340) 277,068

(loss)/profit, net of tax attributable to:Owners of the parent (7,089,542) 107,382 (21,905,340) 277,068

Non-controlling interests 167,411 (190,955) - -

(6,922,131) (83,573) (21,905,340) 277,068

total comprehensive (loss)/income attributable to:

Owners of the parent (7,391,429) (568,570) (21,905,340) 277,068

Non-controlling interests 136,534 (177,304) - -

(7,254,895) (745,874) (21,905,340) 277,068

basic/diluted earnings per share attributable to owners of the parent (sen per share) 12 (3.29) 0.05

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

stAteMeNts oF CoMpReHeNSIVe INCoMefor the financial year ended 31 December 2014


39


rM rM rM rM

assets

non-current assets

Property, plant and equipment 13 1,016,834 790,478 34,918 69,892

Intangible assets 14 842,875 849,463 - 854,215

Investment in subsidiaries 15 - - 6,559,720 9,061,673

Deferred tax assets 16 64,356 805,253 - -

Other receivables 17 - - 576,392 576,392

1,924,065 2,445,194 7,171,030 10,562,172

current assets

Inventories 18 18,599 1,385 - -

Tax recoverable 181,523 181,501 - -

Trade and other receivables 17 6,491,076 7,598,499 22,898,054 40,466,210

Prepayments 224,039 296,479 5,235 53,696

Cash and bank balances 19 10,080,551 16,927,088 851,293 276,975

16,995,788 25,004,952 23,754,582 40,796,881

total assets 18,919,853 27,450,146 30,925,612 51,359,053

stAteMeNts oFFINANCIAL poSItIoNas at 31 December 2014


40


rM rM rM rM

equity and liabilities

current liabilities

Income tax payable 256,908 574,693 256,908 510,764

Borrowings 20 27,784 27,804 27,784 27,804

Trade and other payables 21 7,574,920 8,381,276 15,428,783 13,115,799

7,859,612 8,983,773 15,713,475 13,654,367

net current assets 9,136,176 16,021,179 8,041,107 27,142,514

non-current liabilities

Deferred tax liabilities 16 135,217 121,923 - -

Borrowings 20 - 27,784 - 27,784

Defined benefit obligations 22 214,956 140,286 - -

350,173 289,993 - 27,784

total liabilities 8,209,785 9,273,766 15,713,475 13,682,151

net assets 10,710,068 18,176,380 15,212,137 37,676,902

equity attributable to owners of the parent

Share capital 23 23,154,110 23,154,110 23,154,110 23,154,110

Share premium 23 4,864,158 4,864,158 4,864,158 4,864,158

Treasury shares 23 (5,212,402) (4,652,977) (5,212,402) (4,652,977)

(Accumulated losses)/Retained earnings 25 (24,845,569) (17,728,791) (21,233,693) 671,647

Other reserves 24 13,553,978 12,363,298 13,639,964 13,639,964

11,514,275 17,999,798 15,212,137 37,676,902

non-controlling interests (804,207) 176,582 - -

total equity 10,710,068 18,176,380 15,212,137 37,676,902

total equity and liabilities 18,919,853 27,450,146 30,925,612 51,359,053


stAteMeNts oFFINANCIAL poSItIoNas at 31 December 2014cont’d


41

att

ribut

able

to o

wne

rs o

f the

par

ent

n

on-d

istr

ibut

able

n

on-d

istr

ibut

able

equi

ty, t

otal

equ

ity a

ttrib

utab

le

to o

wne

rs o

f the

p

aren

t, to

tal

sha

re c

apita

l s

hare

pr

emiu

m

tre

asur

y sh

ares

a

ccum

ulat

ed

loss

es

oth

er

res

erve

s, to

tal

War

rant

r

eser

ve

cap

ital

rede

mpt

ion

res

erve

for

eign

cur

renc

y tr

ansl

atio

n re

serv

e o

ther

capi

tal r

eser

ves

non

-co

ntro

lling

in

tere

sts

( not

e 23

) (n

ote

23)

(not

e 23

) (n

ote

24)

(not

e 24

) (n

ote

24)

(not

e 24

)

rM

r

M

rM

r

M

rM

r

M

rM

r

M

rM

r

M

rM

r

M

Gro

up

at 1

Jan

uary

201

4 1

8,17

6,38

0 1

7,99

9,79

8 2

3,15

4,11

0 4

,864

,158

(4

,652

,977

) (1

7,72

8,79

1) 1

2,36

3,29

8 9

,445

,274

4

,194

,690

(1

,276

,178

) (4

88)

176

,582

tota

l com

preh

ensi

ve (l

oss)

/inco

me

(7,2

54,8

95)

(7,3

91,4

29)

-

-

-

(7,1

16,7

78)

(274

,651

) -

-

(2

74,6

51)

-

136

,534

t ran

sact

ions

with

ow

ners

Pur

chas

e of

trea

sury

sha

res

(559

,425

) (5

59,4

25)

-

-

(559

,425

) -

-

-

-

-

-

-

Aris

ing

from

dis

posa

l in

equi

tyin

tere

st in

sub

sidi

ary

com

pani

es 3

48,0

08

1,4

65,3

31

-

-

-

-

1,4

65,3

31

-

-

-

1,4

65,3

31

(1,1

17,3

23)

Tota

l tra

nsac

tions

with

ow

ners

(2

11,4

17)

905

,906

-

-

(5

59,4

25)

-

1,4

65,3

31

-

-

-

1,4

65,3

31

(1,1

17,3

23)

at 3

1 D

ecem

ber

2014

10,

710,

068

11,

514,

275

23,

154,

110

4,8

64,1

58

(5,2

12,4

02)

(24,

845,

569)

13,

553,

978

9,4

45,2

74

4,1

94,6

90

(1,5

50,8

29)

1,4

64,8

43

(804

,207

)

at 1

Jan

uary

201

3 2

2,88

1,26

7 2

2,32

0,99

3 2

3,15

4,11

0 4

,864

,158

(3

,118

,571

) (1

5,64

7,66

7) 1

3,06

8,96

3 9

,445

,274

4

,194

,690

(5

71,0

01)

-

560

,274

t ota

l com

preh

ensi

ve in

com

e (7

45,8

74)

(568

,570

) -

-

-

1

36,6

07

(705

,177

) -

-

(7

05,1

77)

-

(177

,304

)

tran

sact

ions

with

ow

ners

Pur

chas

e of

trea

sury

sha

res

(1,5

34,4

06)

(1,5

34,4

06)

-

-

(1,5

34,4

06)

-

-

-

-

-

-

-

Aris

ing

from

incr

ease

in e

quity

inte

rest

in

subs

idia

ry c

ompa

ny (4

88)

(488

) -

-

-

-

(4

88)

-

-

-

(488

) -

Div

iden

d on

ord

inar

y sh

ares

(2,2

17,7

31)

(2,2

17,7

31)

-

-

-

(2,2

17,7

31)

-

-

-

-

-

-

Div

iden

ds p

aid

to n

on-c

ontr

ollin

g in

tere

st (2

06,3

88)

-

-

-

-

-

-

-

-

-

-

(206

,388

)

Tota

l tra

nsac

tions

with

ow

ners

(3

,959

,013

) (3

,752

,625

) -

-

(1

,534

,406

) (2

,217

,731

) (4

88)

-

-

-

(488

) (2

06,3

88)

at 3

1 D

ecem

ber

2013

18,

176,

380

17,

999,

798

23,

154,

110

4,8

64,1

58

(4,6

52,9

77)

(17,

728,

791)

12,

363,

298

9,4

45,2

74

4,1

94,6

90

(1,2

76,1

78)

(488

) 1

76,5

82

The

acco

mp

anyi

ng a

ccou

ntin

g p

olic

ies

and

exp

lana

tory

info

rmat

ion

form

an

inte

gral

par

t of

the

fina

ncia

l sta

tem

ents

.

co

Ns

oLi

DAt

eD

stA

teM

eN

t o

FC

HA

NG

eS

IN e

QU

ItY

for

the

finan

cial

yea

r en

ded

31

Dec

emb

er 2

014


42

non-distributable Distributable non-distributable

equity, total

share capital

share premium

treasury shares

accumulated losses/

retained earnings

other reserves,

total Warrant reserve

capital redemption

reserve

(note 23) (note 23) (note 23) (note 24) (note 24)

rM rM rM rM rM rM rM rM

company

at 1 January 2014 37,676,902 23,154,110 4,864,158 (4,652,977) 671,647 13,639,964 9,445,274 4,194,690

total comprehensive loss (21,905,340) - - - (21,905,340) - - -

transactions with owners

Purchase of treasury shares, representing total transactions with owners (559,425) - - (559,425) - - - -

at 31 December 2014 15,212,137 23,154,110 4,864,158 (5,212,402) (21,233,693) 13,639,964 9,445,274 4,194,690

company

at 1 January 2013 41,151,971 23,154,110 4,864,158 (3,118,571) 2,612,310 13,639,964 9,445,274 4,194,690

total comprehensive income 277,068 - - - 277,068 - - -

transactions with owners

Purchase of treasury shares (1,534,406) - - (1,534,406) - - - -

Dividends on ordinary shares (2,217,731) - - - (2,217,731) - - -

Total transactions with owners (3,752,137) - - (1,534,406) (2,217,731) - - -

at 31 December 2013 37,676,902 23,154,110 4,864,158 (4,652,977) 671,647 13,639,964 9,445,274 4,194,690


coMPANY stAteMeNt oFCHANGeS IN eQUItYfor the financial year ended 31 December 2014


43

2014 2013 rM rM

operating activities

(Loss)/profit before tax (6,071,419) 766,235

Adjustments for:

Interest income (137,767) (280,270)

Interest expenses 87,847 3,684

Amortisation of intangible assets 57,601 68,137

Depreciation of property, plant and equipment 351,319 336,132

Impairment losses on intangible assets 1,812,478 232,819

Gain on disposal on property, plant and equipment - (10,158)

Property, plant and equipment written off 1,216 29,852

Intangible assets written off - 2,226

Defined benefits obligation 48,033 41,588

Allowance for impairment losses on financial assets 233 2,811

Trade receivables written off 2,000 -

Short term accumulating compensated absences (83,612) 46,573

Unrealised foreign exchange gains (589,686) (959,167)

Total adjustments 1,549,662 (485,773)

operating cash flows before changes in working capital (4,521,757) 280,462

Changes in working capital

Decrease in trade and other receivables and prepayments 1,433,528 2,719,352

Increase in inventories (17,214) (1,385)

Decrease in trade and other payables (133,058) (387,332)

Total changes in working capital 1,283,256 2,330,635

cash flows (used in)/generated from operations (3,238,501) 2,611,097

Interest received 137,767 313,249

Interest paid (3,684) (3,684)

Income taxes paid (404,028) (1,027,808)

Defined benefits paid (19,720) -

net cash flows (used in)/generated from operating activities (3,528,166) 1,892,854

investing activities

Purchase of property, plant and equipment (565,529) (584,326)

Acquisition of subsidiaries, net of cash acquired 7,947 -

Addition to intangible assets (1,863,491) (849,463)

Proceeds from disposal of property, plant and equipment 276 17,215

Changes in the Group’s equity interest in subsidiary companies - (488)

net cash flows used in investing activities (2,420,797) (1,417,062)

coNsoLiDAteD stAteMeNt oFCASH FLoWSfor the financial year ended 31 December 2014


44

2014 2013 rM rM

financing activities

Purchase of treasury shares (559,425) (1,534,406)

Repayment of obligations under finance lease (27,804) (27,804)

Dividends paid to shareholders of the Company - (2,217,731)

Dividends paid to non-controlling interests of subsidiary companies - (206,388)

Placement of deposit with maturity of three months or more (72,698) -

net cash flows used in financing activities (659,927) (3,986,329)

net decrease in cash and cash equivalents (6,608,890) (3,510,537)

Effect of exchange rate changes on cash and cash equivalents (310,345) (716,936)

cash and cash equivalents at 1 January 16,927,088 21,154,561

cash and cash equivalents at 31 December (note 19) 10,007,853 16,927,088


coNsoLiDAteD stAteMeNt oFCASH FLoWSfor the financial year ended 31 December 2014cont’d


45

2014 2013 rM rM

operating activities

(Loss)/profit before tax (21,905,340) 807,586

Adjustments for:

Interest income (55,159) (25,414)

Interest expenses 87,847 3,684

Depreciation of property, plant and equipment 34,974 37,094

Impairment losses on intangible assets 1,220,650 -

Allowance for impairment losses on financial assets 14,862,139 48,259

Diminution of investment in subsidiaries 2,170,449 -

Unrealised foreign exchange (gains)/losses (41,765) 41,765

Short term accumulating compensated absences (73,251) 24,444

Total adjustments 18,205,884 129,832

operating cash flows before changes in working capital (3,699,456) 937,418

Changes in working capital

Decrease/(increase) in trade and other receivables 3,060,088 (10,029,534)

Increase in trade and other payables 2,386,235 11,806,537

Total changes in working capital 5,446,323 1,777,003

cash flows generated from operations 1,746,867 2,714,421

Interest received 55,159 25,414

Interests paid (3,684) (3,684)

Income taxes paid (253,856) (979,604)

net cash flows generated from operating activities 1,544,486 1,756,547

investing activities

Development costs (366,435) -

Acquisition of subsidiaries (16,504) -

Acquisition of non-controlling interest - (63)

net cash flows used in investing activities (382,939) (63)

financing activities

Purchase of treasury shares (559,425) (1,534,406)

Repayment of obligations under finance lease (27,804) (27,804)

Dividends paid - (2,217,731)

net cash flows used in financing activities (587,229) (3,779,941)

net increase/(decrease) in cash and cash equivalents 574,318 (2,023,457)

cash and cash equivalents at 1 January 276,975 2,300,432

cash and cash equivalents at 31 December (note 19) 851,293 276,975


coMPANY stAteMeNt oFCASH FLoWSfor the financial year ended 31 December 2014


46

1. corPorate inforMation

mTouche Technology Berhad (“the Company”) is a public limited liability company incorporated and domiciled in Malaysia, and is listed on the ACE market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur.

The principal place of business of the Company is located at Suite 39-06, Menara Citibank 165, Jalan Ampang, 50450 Kuala Lumpur.

The principal activities of the Company are investment holding, research and development of existing and new technologies in the field of information technology and telecommunications and related activities.

The principal activities of the subsidiaries are shown in Note 15.

Related companies refer to companies within the mTouche Technology Berhad Group.

There have been no significant changes in the nature of the principal activities during the financial year.

The financial statements for the financial year ended 31 December 2014 were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 29 April 2015.

2. suMMary of siGnificant accountinG Policies

2.1 basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”) as issued by Malaysian Accounting Standards Board, International Financial Reporting Standards as issued by the International Accounting Standards Board, and the requirements of the Companies Act, 1965 in Malaysia.

The financial statements have been prepared on a historical cost basis except as disclosed in the accounting policies below.

The financial statements are presented in Ringgit Malaysia (RM).

2.2 changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except as stated below:

On 1 January 2014, the Group and the Company adopted the following new and amended MFRSs and IC Interpretation mandatory for annual financial periods beginning on or after 1 January 2014.

Description

effective for annualperiods beginning

on or after

Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014Amendments to MFRS 10, MFRS 12 and MFRS 127: Investment Entities 1 January 2014Amendments to MFRS 136: Recoverable Amount Disclosures for Non-Financial Assets 1 January 2014Amendments to MFRS 139: Novation of Derivatives and Continuation of Hedge

Accounting 1 January 2014IC Interpretation 21: Levies 1 January 2014

The adoption of the above standards and interpretation did not have any material effect on the financial performance or position of the Group and the Company.

Notes to tHeFINANCIAL StAteMeNtS31 December 2014


47

2. suMMary of siGnificant accountinG Policies cont’d

2.3 standards issued but not yet effective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group’s and the Company’s financial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become effective.

Description

effective for annualperiods beginning

on or after

Amendments to MFRS 119: Defined Benefits Plans: Employee Contributions 1 July 2014 Annual Improvements to MFRSs 2010 - 2012 Cycle 1 July 2014 Annual Improvements to MFRSs 2011 - 2013 Cycle 1 July 2014 Annual Improvements to MFRSs 2012 - 2014 Cycle 1 January 2016 Amendments to MFRS 116 and MFRS 138: Clarification of Acceptable Methods of

Depreciation and Amortisation 1 January 2016 Amendments to MFRS 116 and MFRS 141: Agriculture: Bearer Plants 1 January 2016 Amendments to MFRS 10 and MFRS 128: Sale or Contribution of Assets between an

Investor and its Associate or Joint Venture 1 January 2016 Amendments to MFRS 11: Accounting for Acquisitions of Interests in Joint Operations 1 January 2016 Amendments to MFRS 127: Equity Method in Separate Financial Statements 1 January 2016 Amendments to MFRS 101: Disclosure Initiatives 1 January 2016 Amendments to MFRS 10, MFRS 12 and MFRS 128: Investment Entities: Applying

the Consolidation Exception 1 January 2016 MFRS 14 Regulatory Deferral Accounts 1 January 2016 MFRS 15 Revenue from Contracts with Customers 1 January 2017 MFRS 9 Financial Instruments 1 January 2018

Amendments to MFRS 119: Defined Benefits Plans: Employee Contributions

The amendments to MFRS 119 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the number of years of service provided by the employee. For contributions that are independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. For contributions that are dependent on the number of years of service, the entity is required to attribute them to the employees’ periods of service.

The Directors of the Company do not anticipate that the application of these amendments will have a significant impact on the Group’s financial statements.

Amendments to MFRS 116 and MFRS 138: Clarification of Acceptable Methods of Depreciation and Amortisation

The amendments clarify that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through the use of an asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets.

The amendments are effective prospectively for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments are not expected to have any material impact to the Group.

Notes to tHeFINANCIAL StAteMeNtS31 December 2014cont’d


48

NOTES TO THEFINANCIAL STATEMENTS31 December 2014Cont’d


2.3 standards issued but not yet effective cont’d

Amendments to MFRS 127: Equity Method in Separate Financial Statements

The amendments will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associate in their separate financial statements. Entities already applying MFRS and electing to change to the equity method in its separate financial statements will have to apply this change retrospectively. For first-time adopters of MFRS electing to use the equity method in its separate financial statements, they will be required to apply this method from the date of transition to MFRS. The amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments will not have any impact on the Group’s and the Company’s financial statements.

Amendments to MFRS 101: Disclosure Initiatives

The amendments to MFRS 101 include narrow-focus improvements in the following five areas:

• materiality • disaggregationandsubtotals • notesstructure • disclosureofaccountingpolicies • presentationofitemsofothercomprehensiveincomearisingfromequityaccountedinvestments

The Directors of the Company do not anticipate that the application of these amendments will have a material impact on the Group’s and the Company’s financial statements.

MFRS 15 Revenue from Contracts with Customers

MFRS 15 establishes a new five-step models that will apply to revenue arising from contracts with customers. MFRS 15 will supersede the current revenue recognition guidance including MFR 118 Revenue, MFRS 111 Construction Contracts and the related interpretations when it becomes effective.

The core principle of MFRS 15 is that an entity should recognise revenue which depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Under MFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

Either a full or modified retrospective application is required for annual periods beginning on or after 1 January 2017 with early adoption permitted. The Group is currently assessing the impact of MFRS 15 and plans to adopt the new standard on the required effective date.

MFRS 9 Financial Instruments

In November 2014, MASB issued the final version of MFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces MFRS 139 Financial Instruments: Recognition and Measurement and all previous versions of MFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. MFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. The adoption of MFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but no impact on the classification and measurement of the Group’s financial liabilities.


49



2.4 basis of consolidation

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

The Group controls an investee if and only if the Company has all the following:

(i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) exposure, or rights, to variable returns from its investment with the investee; and

(iii) the ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting rights of an investee, the Company considers the following in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:

(i) the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

(ii) potential voting rights held by the Company, other vote holders or other parties;

(iii) rights arising from other contractual arrangements; and

(iv) any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. The resulting difference is recognised directly in equity and attributed to owners of the Group.

When the Group loses control of a subsidiary, a gain or loss calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets and liabilities of the subsidiary and any non-controlling interest, is recognised in profit or loss. The subsidiary’s cumulative gain or loss which has been recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss or where applicable, transferred directly to retained earnings. The fair value of any investment retained in the former subsidiary at the date control is lost is regarded as the cost on initial recognition of the investment.


50



2.5 business combinations

Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. The Group elects on a transaction-by-transaction basis whether to measure the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Transaction costs incurred are expensed and included in administrative expenses.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with MFRS 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of MFRS 139, it is measured in accordance with the appropriate MFRS.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. The accounting policy for goodwill is set out in Note 2.10(a).

2.6 fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- in the principal market for the assets or liability; or - in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group would use, if any, valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.


51



2.6 fair value measurement cont’d

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; or

- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

2.7 transactions with non-controlling interests

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Group, and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Group.

2.8 foreign currency

(a) functional and presentation currency

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

(b) foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss 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. Exchange differences arising from such non-monetary items are also recognised directly in equity.


52



2.8 foreign currency cont’d

(c) foreign operations

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in the profit or loss.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date.

2.9 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, at the following annual rates:

- Computers 33% - Furniture and fittings 20% - Office equipment 33% - Renovations 20% - Motor vehicles 20%

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate.

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


53



2.10 intangible assets

(a) Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest, and any 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 consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still result in an excess of the fair value of the net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed off, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed off in this circumstance is measured based on the relative fair values of the disposed operations and the portion of the cash-generating unit retained.

Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2.8(b).

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

(b) other intangible assets

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

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


54



2.10 intangible assets cont’d

(b) other intangible assets cont’d

Other intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired, either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

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

(i) Intellectual property

Intellectual property comprises telecommunication software and television programme rights acquired and is considered to have a finite useful life due to the technological risks and advancement inherent in the industry. Intellectual property of the Group is amortised on a straight line basis over its estimated useful lives ranging between 2 and 10 years.

(ii) Software licenses

The Group has developed the following criteria to identify computer software license to be classified as plant and equipment or intangible asset:

- software license that is embedded in computer-controlled equipment, including operating system that cannot operate without that specific software is an integral part of the related hardware and is treated as plant and equipment;

- application software that is being used on a computer that is generally easily replaced and is not an integral part of the related hardware is classified as intangible asset.

Due to the risk of technological changes, the useful lives of all software licenses are generally assessed to be finite. Software licenses that are classified as intangible assets are amortised on a straight-line basis over its estimated economic useful lives, ranging between 3 and 5 years.

(iii) Research and development costs

All research costs are recognised in the profit or loss as incurred.

Development expenditures incurred on projects to develop new products are capitalised and recognised as intangible assets when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project, the ability to measure reliably the expenditure during the development and the ability to use the intangible asset generated. Development expenditures which do not meet these criteria are expensed when incurred.

Development expenditures are considered to have finite useful lives and are stated at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit, computed on a straight-line basis over the useful economic lives of the underlying products ranging between 5 and 10 years.

During the period of development, the asset is tested for impairment annually.


55



2.11 impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

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

2.12 subsidiaries

A subsidiary is an entity over which the Group has all the following:

(i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) exposure, or rights, to variable returns from its investment with the investee; and

(iii) the ability to use its power over the investee to affect its returns.

In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

2.13 inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method and comprised of costs of purchase.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.


56



2.14 financial assets

Financial assets, within the scope of MFRS 139, are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

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

The Group and the Company determine the classification of their financial assets at initial recognition and the category include loan and receivables.

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

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

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

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

2.15 impairment of financial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired.

(a) trade and other receivables and other financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.


57



2.15 impairment of financial assets cont’d

(a) trade and other receivables and other financial assets carried at amortised cost cont’d

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

(b) unquoted equity securities carried at cost

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

2.16 cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with maturity of three months or less, which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s and the Company’s cash management.

2.17 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expenses relating to any provision is presented in the income statement net of any reimbursement.

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

2.18 financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities, within the scope of MFRS 139, are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

The Group’s and the Company’s financial liabilities include trade and other payables and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.


58



2.18 financial liabilities cont’d

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

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 on substantially 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 liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

2.19 borrowing costs

Borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company have incurred in connection with the borrowing of funds.

2.20 employee benefits

(a) short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave, maternity and paternity leave are recognised when the absences occur.

(b) Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. The Malaysian companies in the Group make contributions to Employee Provident Fund (“EPF”) in Malaysia, a defined contribution pension scheme. Certain foreign subsidiaries also make contributions to its country’s statutory pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.

(c) Defined benefit plans

The Group has defined benefit pension plans arising from two of its subsidiaries, mTouche (Thailand) Company Limited and PT mTouche (Indonesia) respectively. These plans are unfunded.

The costs of providing benefits under the defined benefit plans are calculated using the projected unit credit actuarial valuation method. That benefit is discounted in order to determine its present value.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability, are recognised immediately in the statement of financial position with a corresponding entry to retained earnings through other comprehensive income in the period in which they occur. These remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment or curtailment and the date that the Group recognises restructuring-related costs or termination benefits.


59



2.20 employee benefits cont’d

(c) Defined benefit plans cont’d

Net interest is calculated by applying the discount rate to the net defined benefit liability. The Group recognises the following changes in the net defined benefit obligation under ‘administrative expense’ in the consolidated income statements.

- service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements

- net interest expense

2.21 leases

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

as lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

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

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

2.22 revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of consideration received or receivable.

(a) rendering of services

Revenue is recognised net of service taxes and discounts when the services are rendered.

(b) Management and licensing fees

Management and licensing fees are recognised on an accrual basis.

(c) interest income

Interest income is recognised on an accrual basis using the effective interest method unless recoverability is in doubt, in which case, it is recognised on receipt basis.


60



2.22 revenue recognition cont’d

(d) sale of goods

Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of ownership of the goods to the customer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(e) Dividend income

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

2.23 income taxes

(a) current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

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

(b) Deferred tax

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

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

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

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

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

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

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.


61



2.23 income taxes cont’d

(b) Deferred tax cont’d

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

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

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

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

(c) sales tax

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

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

- receivables and payables that are stated with the amount of sales tax included.

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

2.24 segment reporting

For management purposes, the Group is organised into operating segments based on geographical location of its customers and assets as well as maturity of markets which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 31, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.25 share capital and share issuance expenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.


62



2.26 treasury shares

When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount of consideration paid is recognised directly in equity. Reacquired shares are classified as treasury shares and presented as a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.

2.27 contingencies

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

Contingent liabilities and assets are not recognised in the statements of financial position of the Group.

3. siGnificant accountinG JuDGeMents anD estiMates

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

3.1 Judgements made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

(a) capitalisation and amortisation of intangible assets

Intangible assets are capitalised in accordance with the accounting policy in Note 2.10. Initial capitalisation of costs is based on management’s judgement that it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the assets, discount rates to be applied and the expected period of useful live. At 31 December 2014, the carrying amounts of intangible assets of the Group and Company are RM842,875 (2013: RM849,463) and RMnil (2013: RM854,215) respectively.

Amortisation is recognised in the profit or loss on a straight-line basis over the estimated useful lives of respective components. The Group and the Company review the amortisation periods and useful lives at least once a year for intangible assets with finite lives. However, if there are indications that the intangible assets are unable to generate future cash flow, immediate impairment loss would be recognised in profit or loss. Further details are disclosed in Note 14.

(b) control over Pt mtouche

As disclosed in Note 15(d), on 13 January 2014, the Group disposed 51% of its shares in PT mTouche (“PTMT”). As a result, the Group owns 49% of the voting rights of PTMT since the said disposal date. Pursuant to a shareholders’ agreement and its control over the management team responsible for directing the relevant activities of PTMT, the directors assessed that the Group has control over PTMT.


63


3. siGnificant accountinG JuDGeMents anD estiMates cont’d

3.2 Key sources of estimation uncertainties

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

(a) impairment of non-financial assets

At reporting date, the management determines whether the carrying values of its non-financial assets are impaired. This involves measuring the recoverable amounts using the 5 years-discounted cash flow (“DCF”) analysis taking into consideration the past trends and the more recent performances achieved by the cash generating unit (“CGU”). Where the investment is quoted, its market value is also a basis of measurement considered by management.

The discount rate applied to the DCF analysis is 10% (2013: 10%) which is in line with the average pre-tax weighted average cost of capital (“WACC”) of the Group. The cash flows for the following financial year reflect the recent performance of the respective CGU adjusted for future revenues from agreements signed subsequent to the year end whilst growth rates for projection of cash flows beyond the following year is 3% (2013: 3%) reflecting its market experience. Long term growth rate applied to the DCF is 3% (2013: 3%).

Following the above assessment, the Group recognised impairment losses of RM1,812,478 (2013: RM232,819) and RM6,774,938 (2013: RM4,604,489) on intangible assets and investment in subsidiaries respectively as further disclosed in Notes 14 and 15. The carrying amounts of intangible assets and investment in subsidiaries have been disclosed in the respective notes. Based on management’s review, no further adjustment for impairment is required for the non-financial assets of the Group and Company during the current financial year.

(b) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowance and other deductible temporary differences to the extent that it is probable that taxable profit will be available against which the losses, capital allowance and other deductible temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. As at 31 December 2014, the unrecognised tax losses, capital allowances and other deductible temporary differences of the Group amounted to RM36,445,866 (2013: RM28,657,739). Further details are disclosed in Note 16.

Assumptions about generation of future taxable profits depend on management’s estimates of future cash flows. These depends on estimates of future production and sales volume, operating costs, capital expenditure, dividends and other capital management transactions. Judgement is also required about application of income tax legislation. These judgements and assumptions are subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised in the statements of financial position and the amount of unrecognised tax losses and unrecognised temporary differences.

(c) impairment of loans and receivables

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


64


3. siGnificant accountinG JuDGeMents anD estiMates cont’d

3.2 Key sources of estimation uncertainties cont’d

(c) impairment of loans and receivables cont’d

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. Following this assessment, the Group and the Company recognised impairment losses of RM26,245 (2013: RM26,012) and RM35,441,693 (2013: RM20,579,554) respectively on trade and other receivables. The carrying amounts of the Group’s and the Company’s loans and receivables at the reporting date are disclosed in Note 17. Based on management’s review, no further allowance is required for the Group and the Company during the financial year.

(d) Defined benefit plans

The cost of the defined benefit pension plans and the present value of the pension obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions about the determination of the discount rates, future salary increases, mortality rates and future pension increases. Due to the long term nature of these plans, the Group’s defined benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

In determining the appropriate discount rates, management considers the interest rates of high quality corporate bonds in currencies consistent with the currencies of the post-employment benefit obligation and extrapolated as needed along the yield curve to correspond with the expected terms of the defined benefit obligations. In countries where there are no deep market in such bonds, the market yields (at the end of the reporting period) on government bonds were used.

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

The net employee liability as at 31 December 2014 is RM214,956 (2013: RM140,286). Further details about the assumptions used are disclosed in Note 22.

(e) Development expenditure

Development expenditures are capitalised in accordance with the accounting policy. Initial capitalisation of costs is based on management’s judgement that technological and economical feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. At 31 December 2014, the carrying amount of capitalised development expenditure of the Group and of the Company was RM842,875 (2013: RM849,463) and RMnil (2013: RM854,215) respectively. Further details are disclosed in Note 14.


65


4. revenue

Group company 2014 2013 2014 2013

rM rM rM rM

Rendering of services 25,842,514 28,337,572 - -

Licensing fees from subsidiaries - - 1,810,931 2,937,179

Management fees from subsidiaries - - 395,320 794,516

Dividend income from a subsidiary - - - 1,437,525

25,842,514 28,337,572 2,206,251 5,169,220

5. cost of sales

Cost of sales represents cost of services provided.

6. other incoMe

Group company 2014 2013 2014 2013

rM rM rM rM

Interest income on placement of deposits 137,767 280,270 55,159 25,414

Gain on disposal of property, plant and equipment - 10,158 - -

Miscellaneous income 69,737 2,751 - -

207,504 293,179 55,159 25,414

7. finance costs

Group company 2014 2013 2014 2013

rM rM rM rM

Interest expense on obligation under finance lease 3,684 3,684 3,684 3,684

Interest expense on loans and receivables at amortised cost (Note 26(a)) 84,163 - 84,163 -

87,847 3,684 87,847 3,684


66


8. (loss)/Profit before tax

The following items have been included in arriving at profit before tax:

Group company 2014 2013 2014 2013

rM rM rM rM

Auditors’ remuneration:

- statutory audits 188,390 184,680 65,000 65,000

- other services 107,000 102,627 107,000 81,000

Employee benefits expense (Note 9) 9,303,942 7,433,211 4,132,752 3,481,792

Non-executive directors’ remuneration (Note 10) 127,508 170,500 127,508 170,500

Depreciation of property, plant and equipment (Note 13) 351,319 336,132 34,974 37,094

Amortisation of intangible assets (Note 14) 57,601 68,137 - -

Property, plant and equipment written off 1,216 29,852 - -

Impairment loss of intangible assets (Note 14) 1,812,478 232,819 1,220,650 -

Intangible assets written off (Note 14) - 2,226 - -

Impairment losses on financial assets: 233 2,811 14,862,139 48,259

- trade receivables (Note 17(a)) 233 2,811 14,834,064 -

- other receivables (Note 17(b)) - - 28,075 48,259

Diminution of investment in subsidiaries (Note 15) - - 2,170,449 -

Trade receivables written off 2,000 - - -

Operating lease:

- minimum lease payments for office space 1,257,686 1,002,726 25,870 20,970

- minimum lease payments for equipment 2,520 - - -

Foreign exchange (gains)/losses:

- realised (63,562) 165,656 37,736 (37,591)

- unrealised (589,686) (959,167) (41,765) 41,765

9. eMPloyee benefits exPense

Group company 2014 2013 2014 2013

rM rM rM rM

Wages and salaries 8,227,053 6,304,043 3,565,660 2,953,996

Contributions to defined contribution plan 703,725 589,777 486,469 398,734

Social security contributions 90,075 222,988 27,969 20,582

Short term accumulating compensated absences (83,612) 46,573 (73,251) 24,444

Increase in liability for defined benefits obligation (Note 22) 48,033 41,588 - -

Other benefits 318,668 228,242 125,905 84,036

9,303,942 7,433,211 4,132,752 3,481,792

Included in employee benefits expense of the Group and the Company are executive directors’ remuneration amounting to RM461,779 (2013: RM780,135) and RM268,877 (2013: RM692,923) respectively as further disclosed in Note 10.


67


10. Directors’ reMuneration

The details of remuneration receivable by directors of the Group and of the Company during the financial year are as follows:

Group company 2014 2013 2014 2013

rM rM rM rM

Executive Directors:

Salaries and other emoluments 431,581 731,409 238,679 635,833

Contributions to defined contribution plan 29,165 47,848 29,165 56,212

Social security contributions 1,033 878 1,033 878

Total Executive Directors’ remuneration (Note 9) 461,779 780,135 268,877 692,923

Non-Executive Directors:

Fees, representing total Non-Executive Directors’ remuneration* (Note 8) 127,508 170,500 127,508 170,500

Total Directors’ remuneration 589,287 950,635 396,385 863,423

* Included in the Non-Executive Directors fees is an amount RM42,000 (2013: RM42,000) paid to a Company in which the Director is an employee.

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

number of directors 2014 2013

Executive Directors:

RM150,000 - RM200,000 2 -

RM300,000 - RM350,000 - 2*

Non-Executive Directors:

Less than RM50,001 4** 4

* Includes 2 Executive Directors who have resigned during the prior financial year.

** Includes 1 Non-Executive Director who was re-designated to an Executive Director during the financial year.


68


11. incoMe tax exPense

Major components of income tax expense

The major components of income tax expense for the years ended 31 December 2014 and 2013 are:

Group company 2014 2013 2014 2013

rM rM rM rM

statement of comprehensive income:

Current income tax

- Malaysian income tax - 28 - -

- Foreign tax 88,141 874,664 - 510,764

- (Over)/underprovision in respect of previous year

- Malaysian income tax - (15,787) - 644

- Foreign tax (1,920) 24,477 - 19,110

86,221 883,382 - 530,518

Deferred income tax (Note 16)

- Origination and reversal of temporary differences 764,491 (33,574) - -

Income tax expense recognised in profit or loss 850,712 849,808 - 530,518

other comprehensive income (“oci”):

Deferred tax related to item recognised in OCI during the year:

Net (loss)/gain on actuarial, representing income tax charged to OCI (9,079) 9,742 - -


69


11. incoMe tax exPense cont’d

Reconciliation between tax expense and accounting profit

The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the years ended 31 December 2014 and 2013 are as follows:

Group company 2014 2013 2014 2013

rM rM rM rM

(Loss)/profit before tax (6,071,419) 766,235 (21,905,340) 807,586

Tax at Malaysian statutory tax rate of 25% (2013: 25%) (1,517,855) 191,559 (5,476,335) 201,897

Different tax rates in other countries (4,258) (83,292) - -

Adjustments:

Foreign tax - 510,764 - 510,764

Non-deductible expenses 515,731 361,771 4,300,160 9,046

Income not subject to tax (60,384) (220,266) - (210,943)

Utilisation of capital allowances and tax lossespreviously not recognised (27,634) (392,473) - -

Deferred tax assets not recognised 1,947,032 473,055 1,176,175 -

(Over)/underprovision of income tax in respect of previous year (1,920) 8,690 - 19,754

Income tax expense recognised in profit or loss 850,712 849,808 - 530,518

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2013: 25%) of the estimated assessable profit for the year.

The Company has been granted Multimedia Super Corridor (“MSC”) status and the incentive awarded to the Company is Pioneer Status under Section 4A of the Promotion of Investments Act 1986. An extension of its status has been granted for a further five years period from 30 June 2009. Accordingly, its income from MSC-qualifying services continued to be exempted from tax till 30 June 2014. For the period from 1 July 2014 to 31 December 2014, no income tax expense has been provided as the Company has no taxable income. For the prior financial year, the provision for income tax made by the Company are in respect of foreign withholding tax and interest income.

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

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

Tax saving during the financial year arising from:

Group 2014 2013

rM rM

Utilisation of capital allowances and tax losses previously not recognised 27,634 392,473


70


12. basic/DiluteD (loss)/earninGs Per share

Basic earnings per share is calculated by dividing profit for the year, net of tax, attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year, excluding treasury shares held by the Company.

The following information reflects the profit and share data used in the computation of basic earnings per share for the years ended 31 December:

Group 2014 2013

rM rM

(Loss)/profit, net of tax attributable to owners of the parent used in the computation of basic earnings per share (7,089,542) 107,382

Weighted average number of ordinary shares for basic earnings per share computation * 215,503,879 220,225,674

Basic (loss)/earnings per share for the year (sen per share) (3.29) 0.05

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

The outstanding warrants have been excluded from the computation of fully diluted earnings per share as the exercise of warrants to ordinary shares would be antidilutive and as such, the diluted earnings per share is the same amount as the basic earnings per share. There have been no other transactions involving ordinary shares or potential dilution of ordinary shares since the reporting date and before the completion of these financial statements.

13. ProPerty, Plant anD equiPMent

computers

furniture and

fittings office

equipment renovations Motor

vehicles total rM rM rM rM rM rM

Group

cost

at 1 January 2013 3,104,036 273,293 618,633 461,181 629,055 5,086,198

Additions 195,875 71,670 53,907 184,906 77,968 584,326

Disposals (74,731) - (31,893) - - (106,624)

Write-offs (7,946) (907) (57,156) (17,838) - (83,847)

Exchange differences 3 (135) 1,005 (4,408) (515) (4,050)

at 31 December 2013 and 1 January 2014 3,217,237 343,921 584,496 623,841 706,508 5,476,003

Additions 412,042 13,505 129,813 5,019 - 560,379

Acquisition of a subsidiary (Note 15) 5,150 - - - - 5,150

Disposal - (4,996) - - - (4,996)

Write-off - - (1,904) - - (1,904)

Exchange differences 86,043 10,086 9,397 15,745 129 121,400

at 31 December 2014 3,720,472 362,516 721,802 644,605 706,637 6,156,032


71


13. ProPerty, Plant anD equiPMent cont’d

computers

furniture and

fittings office

equipment renovations Motor

vehicles total rM rM rM rM rM rM

Group

accumulated depreciation

at 1 January 2013 2,946,164 224,454 465,649 347,898 522,807 4,506,972

Depreciation charge (Note 8) 168,179 21,632 40,697 68,768 36,856 336,132

Disposals (71,052) - (28,515) - - (99,567)

Write-offs (5,178) (871) (37,951) (9,995) - (53,995)

Exchange differences (1,115) 591 321 (3,458) (356) (4,017)

at 31 December 2013 and 1 January 2014 3,036,998 245,806 440,201 403,213 559,307 4,685,525

Depreciation charge (Note 8) 175,286 26,597 37,509 60,833 51,094 351,319

Disposal - (4,720) - - - (4,720)

Write-off - - (688) - - (688)

Exchange differences 79,512 5,990 8,968 13,185 107 107,762

at 31 December 2014 3,291,796 273,673 485,990 477,231 610,508 5,139,198

net carrying amount

At 31 December 2013 180,239 98,115 144,295 220,628 147,201 790,478

At 31 December 2014 428,676 88,843 235,812 167,374 96,129 1,016,834

company

cost

at 1 January 2012, 31 December 2012,31 December 2013 149,014 520 11,913 7,456 174,530 343,433

accumulated depreciation

at 1 January 2013 147,257 346 11,579 7,456 69,809 236,447

Depreciation charge (Note 8) 1,753 105 330 - 34,906 37,094

at 31 December 2013 and 1 January 2014 149,010 451 11,909 7,456 104,715 273,541

Depreciation charge (Note 8) - 67 - - 34,907 34,974

at 31 December 2014 149,010 518 11,909 7,456 139,622 308,515

net carrying amount

At 31 December 2013 4 69 4 - 69,815 69,892

At 31 December 2014 4 2 4 - 34,908 34,918


72


13. ProPerty, Plant anD equiPMent cont’d

Assets held under finance lease

The carrying amount of motor vehicles held under finance lease at the reporting date were RM34,908 (2013: RM69,815) (Note 20).

14. intanGible assets

Goodwill

intellectual property

software license

Development costs total

rM rM rM rM rM

Group

cost

at 1 January 2013 2,553,655 14,813,412 4,245,802 732,130 22,344,999

Additions - - - 849,463 849,463

Write-off - - (4,449) - (4,449)

Exchange differences - 708,678 89 15,658 724,425

at 31 December 2013 and 1 January 2014 2,553,655 15,522,090 4,241,442 1,597,251 23,914,438

Additions - - - 1,611,731 1,611,731

Acquisition of subsidiaries (Note 15(b)) 251,760 - - - 251,760

Exchange differences - 664,274 - 8,678 672,952

at 31 December 2014 2,805,415 16,186,364 4,241,442 3,217,660 26,450,881

accumulated amortisation and impairment losses

at 1 January 2013 2,334,494 14,748,346 4,242,289 732,130 22,057,259

Amortisation (Note 8) - 66,778 1,359 - 68,137

Write-off - - (2,223) - (2,223)

Impairment loss (Note 8) 232,819 - - - 232,819

Exchange differences (13,658) 706,966 17 15,658 708,983

at 31 December 2013 and 1 January 2014 2,553,655 15,522,090 4,241,442 747,788 23,064,975

Amortisation (Note 8) - - - 57,601 57,601

Impairment loss (Note 8) 251,760 - - 1,560,718 1,812,478

Exchange differences - 664,274 - 8,678 672,952

at 31 December 2014 2,805,415 16,186,364 4,241,442 2,374,785 25,608,006

net carrying amount

At 31 December 2013 - - - 849,463 849,463

At 31 December 2014 - - - 842,875 842,875


73


14. intanGible assets cont’d

software license

Development costs total

rM rM rM

company

cost

at 1 January 2013 4,241,442 - 4,241,442

Additions - 854,215 854,215

at 31 December 2013 and 1 January 2014 4,241,442 854,215 5,095,657

Additions - 366,435 366,435

at 31 December 2014 4,241,442 1,220,650 5,462,092

accumulated amortisation and impairment losses

at 1 January 2013 and 31 December 2013 4,241,442 - 4,241,442

Impairment loss (Note 8) - 1,220,650 1,220,650

at 31 December 2014 4,241,442 1,220,650 5,462,092

net carrying amount

At 31 December 2013 - 854,215 854,215

At 31 December 2014 - - -

Intellectual property, software license and development costs

Intellectual property relates to telecommunication software and television programme rights acquired and has an average remaining amortisation period of 6 (2013: 6) years.

Software license relates to:

- software license that is embedded in computer-controlled equipment, including operating system that cannot operate without that specific software is an integral part of the related hardware;

- application software that is being used on a computer that is generally easily replaced and is not an integral part of the related hardware.

During the financial year ended 31 December 2014, the Group and the Company have capitalised development costs pertaining to development of a software application, One Krypto of RM1,611,731 (2013: RM849,463) and RM366,435 (RM854,215) respectively. The capitalised development costs of the Group and the Company during the prior financial year of RM849,463 and RM854,215 respectively, pertained to a different software application, Juzchat.

Amortisation expense

The amortisation of One Krypto development costs are included in “Cost of sales” line item in the statement of comprehension income. The development of Juzchat was not complete as at 31 December 2013 and as such, not amortised during the prior financial year.


74


14. intanGible assets cont’d

Impairment testing of goodwill and software development

The recoverable amounts of the CGU has been determined based on value in use calculations using cash flow projections from financial budgets approved by management covering a five-year period.

The pre-tax discount rates applied to the cash flow projections is 10% (2013: 10%). The forecast growth rates used to extrapolate cash flows beyond the five-year period is 3% (2013: 3%) per annum.

The calculations of value in use for the CGUs are most sensitive to the following assumptions:

(i) pre-tax discount rates

Discount rates reflect the current market assessment of the risks specific to each CGU. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals.

(ii) growth rates and gross margins

Growth rates and gross margins are based on the individual CGU’s past trends, recent performance and market or industry developments.

Impairment loss recognised

The carrying amounts of goodwill allocated to CGU of emerging market of RM251,760 (2013: RM232,819) was fully impaired during the financial year.

During the current financial year, impairment losses was recognised to write-down the carrying amount of development costs pertaining to software application, Juzchat. Due to poor initial market response, the development of Juzchat has ceased during the current financial year. Following this cessation, the Group and the Company recognised impairment losses of RM1,560,718 and RM1,220,650 respectively in the statement of comprehensive income under the line item “Other expenses”.

15. investMents in subsiDiaries

company 2014 2013

rM rM

Unquoted shares, at costs 13,334,658 13,666,162

Impairment losses (6,774,938) (4,604,489)

6,559,720 9,061,673


75


15. investMents in subsiDiaries cont’d

(a) Details of the Group’s subsidiaries are as follows:

name

country of

incorporation

Percentage of ownership interest held by the Group

Percentage of ownership interest

held by non-controlling

interests* 2014 2013 2014 2013

Held by the Company:

Mobile Touchetek Sdn. Bhd. a Malaysia 100 100 - - mTouche International Sdn. Bhd. a Malaysia 100 100 - -

mTouche Pte. Ltd. b Singapore 100 100 - -

PT mTouche b Republic ofIndonesia

49@ 100@ 51 -

mTouche (Thailand) Co. Ltd. b Thailand 99.94 99.94 0.06 0.06

mTouche (HK) Ltd. b Hong Kong 100 100 - -

mTouche (Vietnam) Co. Ltd. b Vietnam 100 100 - -

mBit Pte. Ltd. b Singapore 100 100 - -

mTouche Technology Philippines Inc. b, c, e

Philippines 99.99 99.99 0.01 0.01

MTB Securenet Sdn. Bhd. a Malaysia 100 - - -

Juz Technology Sdn. Bhd. a, c Malaysia 100 - - -

mTouche Cambodia Co. Ltd. c Cambodia 100 - - -

Held through mTouche (Vietnam) Co. Ltd.:

M.B.O.X Joint Stock Co. b, c, d Vietnam 64.90 64.90 35.10 35.10

Held through mTouche Pte. Ltd.:

Nastech Ltd. b Hong Kong 100 100 - -

Held through Nastech Ltd.:

Mobile Fusion Pte. Ltd. b Singapore 100 100 - -

* equals to the proportion of voting rights held @ 1% is held in trust by a former employee a Audited by Ernst & Young, Malaysia b Audited by firms other than Ernst & Young, Malaysia c This subsidiary is dormant and/or do not have significant activities d Ceased operations during the prior financial year e This subsidiary is in the process of being deregistered


76



(a) Details of the Group’s subsidiaries are as follows: cont’d

The principal activities of the subsidiaries are as stated below while the principal activities of the newly acquired subsidiaries are as stated in Note 15(b).

name(s) Principal activities

Mobile Touchetek Sdn. Bhd., mTouche International Sdn. Bhd. and mTouche (Thailand) Co. Ltd.

Provision of mobile applications and related technology services.

mTouche Pte. Ltd. and mBit Pte. Ltd. Development of software and programming activities and provide maintenance and support service.

PT mTouche Provider of mobile messaging technology.

mTouche (HK) Ltd. Provision of mobile messaging content services.

mTouche (Vietnam) Co. Ltd. Provide mobile messaging technologies, billing platforms and interactive media solutions based on wireless and internet technologies.

mTouche Technology Philippines Inc. Engage in the business of handling and managing of computer data, data processing, data storage, systems design and analysis, software package development, programming, data communication, mobile messaging services, microfilming, and related services like contract programming, computer education, consultancy, hardware maintenance.

M.B.O.X Joint Stock Co. Manufacturing software, consulting and providing information technology solutions, market research and analysis services and value added services in telecommunication networks (data access services, data processing services and electronic data interchange).

Nastech Ltd. Provision of mobile messaging content services, investment holding and trading of e-commerce.

Mobile Fusion Pte. Ltd. Data communication service and other information service activities.

(b) acquisition of subsidiaries

On 18 March 2014, the Company had acquired 100% equity interest in MTB Securenet Sdn. Bhd. (“MTBSN”) and Juz Technology Sdn. Bhd. (“Juz Tech”) at a total consideration of RM2 each while on 25 March 2014, the Company had acquired 100% equity interest in mTouche (Cambodia) Co., Ltd. (“MCCL”) from Mr. Low Keng Fei, the Group’s former Chief Executive Officer for a total cash consideration of USD5,000. Upon the acquisition, MTBSN, Juz Tech and MCCL became wholly owned subsidiaries of the Group.

MTBSN was incorporated on 12 March 2014 under the Companies Act, 1965 as a private limited company and the principal activity is research and development of existing or new technologies in the field of information technology and mobile application. Juz Tech was incorporated on 21 January 2014 under the Companies Act, 1965 as a private limited company and is currently dormant. MCCL was incorporated in Cambodia on 11 March 2013 under Laws of the Kingdom of Cambodia as a private limited company and is principally engaged in the provision of mobile applications and related technology services.


77



(b) acquisition of subsidiaries cont’d

The fair values of the identifiable assets and liabilities of the MTBSN, Juz Tech and MCCL as at the date of acquisition were:

fair value recognised on acquisition Mtbsn Juz tech Mccl total

rM rM rM rM

assetsPlant and equipment (Note 13) - - 5,150 5,150

Trade and other receivables and prepayments 2 2 35,641 35,645

Cash and bank balances - - 24,451 24,451

2 2 65,242 65,246

liabilitiesTrade and other payables - - (300,502) (300,502)

Total identifiable net assets/(liabilities) at fair value 2 2 (235,260) (235,256)

Goodwill arising on acquisition - - 251,760 251,760

Purchase consideration transferred 2 2 16,500 16,504

cash flow on acquisition Mtbsn Juz tech Mccl total

rM rM rM rM

Net cash acquired with the subsidiaries - - 24,451 24,451

Cash paid (2) (2) (16,500) (16,504)

net cash flow on acquisition (2) (2) 7,951 7,947

Goodwill arising on acquisition of MCCL of RM251,760 has been fully impaired during the current financial year as disclosed in Note 14.

(c) Proportion of equity interest held by non-controlling interests

name country of

incorporation 2014 2013

PT mTouche (“PTMT”) Indonesia 51% -

2014 2013 rM rM

Accumulated balances of material non-controlling interest in PTMT (812,357) -

Profit allocated to material non-controlling interest in PTMT 314,868 -

Even though the Group has less than 50% of voting rights, the directors consider that the Group has significant influence over PTMT’s Board of Directors and commissioner, both of which are representatives of the Group.


78



(c) Proportion of equity interest held by non-controlling interests cont’d

The summarised financial information of PTMT is provided below. This information is based on amounts before inter-company eliminations.

2014 2013 rM rM

summarised statement of comprehensive income:

Revenue 5,280,609 2,202,002

Cost of sales (3,111,549) (1,473,092)

Other income 69,536 30,364

Administrative expenses (701,195) (845,487)

Other expenses (918,296) (702,342)

Profit/(loss) before tax 619,105 (788,555)

Income tax expense (1,716) (10,126)

Profit/(loss), net of tax 617,389 (798,681)

total comprehensive income/(loss) for the year 617,389 (798,681)

Attributable to non-controlling interests 314,868 -

summarised statement of financial position:

Property, plant and equipment (non-current) 18,603 24,556

Deferred tax assets (non-current) 47,105 48,696

Cash and bank balances (current) 2,952,177 990,399

Trade and other receivables (current) 1,007,559 1,285,087

Trade and other payables (current) (5,489,601) (4,388,110)

Retirement benefit obligations (non-current) (128,699) (87,192)

total equity (1,592,856) (2,126,564)

Attributable to:

Equity holders of parent (780,499) (2,126,564)

Non-controlling interest (812,357) -

(1,592,856) (2,126,564)

summarised cash flows information:

Operating 2,285,367 (1,903,741)

Investing (7,639) (14,350)

Financing (360,131) 1,961,444

net increase in cash and cash equivalents 1,917,597 43,353


79



(d) Disposal of equity interest in Pt mtouche without losing control

On 13 January 2014, the Company disposed 51% interest in PT mTouche for a total consideration of RM348,008. This resulted in an increase in non-controlling interests of RM1,117,323 and a decrease in the equity attributable to owners of the parent of RM1,117,323. The effects of the changes in ownership interest in PTMT are summarised below:

Group company 2014 2014

rM rM

Consideration receivable 348,008 348,008

Add/(less): Carrying amount of equity interest disposed 1,117,323 (348,008)

Gain on disposal 1,465,331 -

Changes in equity attributable to owners of the parents arising from disposal of interest in PT mTouche a loss of control 1,117,323 -

16. DeferreD tax

Deferred income tax as at 31 December relates to the following:

as at 1 January

recognised in profit or loss

(note 11)

recognised in other

comprehensive income

exchange differences

as at 31 December

Group rM rM rM rM rM

2014

Deferred tax assets:

Unabsorbed capital allowances and unutilised tax losses 805,253 (742,118) - 1,221 64,356

Deferred tax liabilities:

Withholding tax (83,000) (36,000) - - (119,000)

Defined benefit obligation (25,296) - 9,079 - (16,217)

Others (13,627) 13,627 - - -

(121,923) (22,373) 9,079 - (135,217)

total 683,330 (764,491) 9,079 1,221 (70,861)


80


16. DeferreD tax cont’d

Deferred income tax as at 31 December relates to the following: cont’d

as at 1 January

recognised in profit or loss

(note 11)

recognised in other

comprehensive income

exchange differences

as at 31 December

Group rM rM rM rM rM

2013

Deferred tax assets:

Unabsorbed capital allowances and unutilised tax losses 807,529 6,574 - (8,850) 805,253

Deferred tax liabilities:

Withholding tax (110,000) 27,000 - - (83,000)

Defined benefit obligation (16,647) - (9,742) 1,093 (25,296)

Others (13,627) - - - (13,627)

(140,274) 27,000 (9,742) 1,093 (121,923)

total 667,255 33,574 (9,742) (7,757) 683,330

Deferred tax assets have not been recognised in respect of the following items:

Group 2014 2013

rM rM

Unutilised tax losses 29,679,466 22,001,151

Unabsorbed capital allowances 6,766,400 6,656,588

36,445,866 28,657,739

At the reporting date, the Group has unutilised tax losses and unabsorbed capital allowance of approximately RM36,445,866 (2013: RM28,657,739) that are available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its recoverability. The availability of unused tax losses for offsetting against future taxable profits of the respective subsidiaries in Malaysia are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax Act, 1967 and guidelines issued by the tax authority. The use of tax losses of subsidiaries in other countries is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the subsidiaries operate.


81


17. traDe anD other receivables

Group company 2014 2013 2014 2013

rM rM rM rM

current

trade receivablesThird parties 4,422,496 6,185,741 - -

Amounts due from subsidiaries - - 32,526,096 32,945,168

Less: Allowance for impairment losses (26,245) (26,012) (15,427,445) (593,381)

4,396,251 6,159,729 17,098,651 32,351,787

other receivablesAmounts due from subsidiaries - - 5,905,265 8,501,485

Deposits 917,976 781,810 212,523 209,273

Sundry receivables 1,176,849 656,960 382,255 76,230

2,094,825 1,438,770 6,500,043 8,786,988

Less: Allowance for impairment losses - - (700,640) (672,565)

2,094,825 1,438,770 5,799,403 8,114,423

6,491,076 7,598,499 22,898,054 40,466,210

non-current

other receivablesAmounts due from subsidiaries - - 19,890,000 19,890,000

Less: Allowance for impairment losses - - (19,313,608) (19,313,608)

- - 576,392 576,392

Total trade and other receivables (current and non-current) 6,491,076 7,598,499 23,474,446 41,042,602

Add: Cash and bank balances (Note 19) 10,080,551 16,927,088 851,293 276,975

Total loans and receivables 16,571,627 24,525,587 24,325,739 41,319,577

(a) trade receivables

Trade receivables are non-interest bearing and are generally on 30 to 90 (2013: 30 to 90) days terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.


82


17. traDe anD other receivables cont’d

(a) trade receivables cont’d

Ageing analysis of trade receivables

The ageing analysis of the Group’s and the Company’s trade receivables are as follows:

Group company 2014 2013 2014 2013

rM rM rM rM

Group

Neither past due nor impaired 3,095,557 3,260,048 2,146,098 2,339,756

1 to 30 days past due not impaired 757,767 1,707,007 - -

31 to 60 days past due not impaired 123,952 688,968 - -



More than 365 days past due not impaired 47,296 - 14,952,553 30,012,031

1,300,694 2,899,681 14,952,553 30,012,031

Impaired 26,245 26,012 15,427,445 593,381

4,422,496 6,185,741 32,526,096 32,945,168

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group and the Company.

None of the Group’s and the Company’s trade receivables that are neither past due nor impaired have been renegotiated during the year.

Receivables that are past due but not impaired

The Group and the Company have trade receivables amounting to RM1,330,694 (2013: RM2,899,681) and RM14,952,553 (2013: RM30,012,031) respectively that are past due at the reporting date but not impaired. Based on historical payments received, the Group and the Company believe that no further impairment allowance is necessary.

The Company’s trade receivable amounts that are more than 365 days past due but not impaired represent amounts due from subsidiaries. No impairment allowance is necessary as these amounts are repayable on demand.


83



(a) trade receivables cont’d

Receivables that are impaired

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

Group company Individually impaired Individually impaired

2014 2013 2014 2013 rM rM rM rM

Trade receivables

- nominal amounts 26,245 26,012 15,427,445 593,381

Less: Allowance for impairment losses (26,245) (26,012) (15,427,445) (593,381)

- - - -

Movement in allowance accounts:

Group company 2014 2013 2014 2013

rM rM rM rM

At 1 January 26,012 38,986 593,381 593,381

Charge for the year (Note 8) 233 2,811 14,834,064 -

Written off - (15,785) - -

At 31 December 26,245 26,012 15,427,445 593,381

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.


84



(b) other receivables

Other receivables that are impaired

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

company Individually impaired

2014 2013 rM rM

current

Other receivables- nominal amounts 700,640 672,565

Less: Allowance for impairment losses (700,640) (672,565)

- -

non-current

Other receivables- nominal amounts 19,313,608 19,313,608

Less: Allowance for impairment losses (19,313,608) (19,313,608)

- -

Movement in allowance accounts:

company 2014 2013

rM rM

current

At 1 January 672,565 624,306

Charge for the year (Note 8) 28,075 48,259

At 31 December 700,640 672,565

non-current

At 1 January/31 December 19,313,608 19,313,608

(c) amounts due from subsidiaries

The amounts categorised under current trade and other receivables are unsecured, non-interest bearing and are repayable upon demand.

The amounts categorised under non-current other receivables are non-interest bearing and have no fixed terms of repayment. These amounts are not expected to be repaid within the next twelve months.


85


18. inventories

Group 2014 2013

rM rM

at cost

One Krypto cards 16,381 -

Others 2,218 1,385

18,599 1,385

During the year, there was no amount of inventories that was recognised as an expense.

19. cash anD banK balances

Group company 2014 2013 2014 2013

rM rM rM rM

Cash on hand and at banks 8,656,717 13,710,912 88,278 218,283

Short-term deposits with licensed banks 1,423,834 3,216,176 763,015 58,692

Cash and bank balances 10,080,551 16,927,088 851,293 276,975

Short-term deposits with licensed banks are made for varying periods of between 1 and 90 (2013: 1 and 90)

days depending on the immediate cash requirements of the Group and the Company, and earn interests at the respective short-term deposit rates.

The effective interest rates of short term deposits with licensed banks at the reporting date ranged from 1.75% to 7.75% (2013: 1.75% to 7.5%) per annum.

The maturities of these deposits at the respective reporting dates ranged from 1 to 90 (2013: 1 to 90) days.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise the following at the reporting date:

Group company 2014 2013 2014 2013

rM rM rM rM

Cash and bank balances 10,080,551 16,927,088 851,293 276,975

Deposit with maturity of three months or more (72,698) - - -

Cash and cash equivalents 10,007,853 16,927,088 851,293 276,975

The Group’s deposit with maturity of three months or more has remaining maturity period of 113 days. The effective interest rate of the deposit is 7.2% per annum.


86


20. borroWinGs

Group/company 2014 2013

rM rM

current

Secured:

Obligations under finance lease (Note 27(b)) 27,784 27,804

non-current

Secured:

Obligations under finance lease (Note 27(b)) - 27,784

total borrowings (note 21) 27,784 55,588

Obligations under finance lease

These obligations are secured by a charge over the leased motor vehicle (Note 13). The effective interest rate was 5.01% (2013: 5.01%) per annum. These obligations are denominated in RM.

21. traDe anD other Payables

Group company 2014 2013 2014 2013

rM rM rM rM

current

trade payablesThird parties 1,327,264 1,748,747 - -

Trade accruals 2,352,163 2,038,169 - -

3,679,427 3,786,916 - -

other payablesAmounts due to subsidiaries - - 14,918,640 12,646,981

Accruals 3,280,543 3,125,364 269,578 203,870

Sundry payables 614,950 1,468,996 240,565 264,948

3,895,493 4,594,360 15,428,783 13,115,799

Total trade and other payables 7,574,920 8,381,276 15,428,783 13,115,799

Add: Borrowings (Note 20) 27,784 55,588 27,784 55,588

Total financial liabilities carried at amortised cost 7,602,704 8,436,864 15,456,567 13,171,387

(a) trade payables

These amounts are non-interest bearing. Trade payables are normally settled on 60 to 90 (2013: 60 to 90) days terms.

(b) amounts due to subsidiaries

These amounts are unsecured, non-interest bearing and repayable on demand.


87


22. DefineD benefit obliGations

The Group has defined benefit obligations arising from two of its subsidiaries, mTouche (Thailand) Company Limited (“MCL”) and PT mTouche (Indonesia) (“PTMT”) respectively.

Under labour laws in Thailand, all employees with more than 120 days of service are entitled to Legal Severance Payment benefits ranging from 30 to 300 days of final salary upon termination of service, including forced termination or retrenchment, or in the event of retirement.

The defined benefit obligations in Indonesia is governed under Indonesia’s Labour Law No. 13/2003 which required employers to provide a mandatory termination indemnity defined benefit plan to all permanent private sector employees. Upon termination of employment, regardless of the reason, the employer is obliged to provide severance pay and long-service pay in a lump sum.

The present value of defined benefit obligations for both plans are as follows:-

Group 2014 2013

rM rM

Defined benefit obligation plans arising from:-

MCL (“MCL pension plan”) 86,257 53,094

PTMT (“PTMT pension plan”) 128,699 87,192

214,956 140,286

The movements in the present values of the respective defined benefit obligation, which also represents the net liability are as follows:

Mcl pension

plan

PtMt pension

plan total rM rM rM

Defined benefit obligations at 1 January 2013 29,723 125,700 155,423

Current service cost 23,245 9,980 33,225

Interest cost 1,312 7,051 8,363

Actuarial gains recognised in other comprehensive income - (38,967) (38,967)

Foreign exchange differences (1,186) (16,572) (17,758)

Defined benefit obligations at 31 December 2013 53,094 87,192 140,286

Current service cost 25,353 11,521 36,874

Interest cost 2,327 8,832 11,159

Benefits paid - (19,720) (19,720)

Actuarial losses recognised in other comprehensive income - 36,315 36,315

Foreign exchange differences 5,483 4,559 10,042

Defined benefit obligations at 31 December 2014 86,257 128,699 214,956


88


22. DefineD benefit obliGations cont’d

The amounts recognised in profit and loss, in the administrative expenses line in the statement of comprehensive income, are as follows:

2014 2013 rM rM

Current service cost 36,874 33,225

Interest cost 11,159 8,363

48,033 41,588

Principal actuarial assumptions used:

2014 2013 % %

Mcl pension plan

Discount rate 4.3 4.3

Inflation rate 3.0 3.0

Expected rate of salary increases:

- Prior to age 30 12.0 12.0

- Age 30 onwards 8.0 8.0

PtMt pension plan

Discount rate 8.5 9.0

Expected rate of salary increases 6.0 6.0

A one percentage point change in the assumed discount rate would have the following effects:

increase Decrease rM rM

2014

Effect on the defined benefit obligations

- MCL pension plan 54 (70)

- PTMT pension plan 33,138 7,986

The actuarial valuation of MCL pension plan was conducted by an independent valuer on 16 January 2013 for the financial years 31 December 2012 to 31 December 2015.

The actuarial valuation of PTMT pension plan was conducted by an independent valuer on 27 January 2015 for the financial years 31 December 2013 to 31 December 2014.


89


23. share caPital, share PreMiuM anD treasury shares

Group/company

number of ordinary share of rM0.10 each amount

share capital

(issued and fully paid)

treasury shares

share capital

(issued and fully paid)

share premium

total share capital

and share premium

treasury shares

rM rM rM rM

at 1 January 2013 231,541,100 (7,508,100) 23,154,110 4,864,158 28,018,268 (3,118,571)

Purchase of treasury shares - (6,255,400) - - - (1,534,406)

at 31 December 2013 231,541,100 (13,763,500) 23,154,110 4,864,158 28,018,268 (4,652,977)

Purchase of treasury shares - (2,307,100) - - - (559,425)

at 31 December 2014 231,541,100 (16,070,600) 23,154,110 4,864,158 28,018,268 (5,212,402)

Group/company

number of ordinary shares of rM0.10 each amount

2014 2013 2014 2013 rM rM

authorised share capital

At 1 January/31 December 500,000,000 500,000,000 50,000,000 50,000,000

(a) share capital

The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions and rank equally with regard to the Company residual assets.

(b) treasury shares

Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of the acquisition costs of treasury shares net of the proceeds received on their subsequent sale or issuance.

The Company acquired 2,307,100 (2013: 6,255,400) shares in the Company through purchases on the Bursa Malaysia Securities Berhad during the financial year. The total amount paid to acquire the shares was RM559,425 (2013: RM1,534,406) and this was presented as a component within shareholders’ equity.

The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. The repurchase transactions were financed by internally generated funds. The shares repurchased are being held as treasury shares.


90


24. other reserves

Warrant reserve

capital redemption

reserve

foreign currency

translation reserve

other capital

reserves

other reserves,

total rM rM rM rM rM

Group

At 1 January 2013 9,445,274 4,194,690 (571,001) - 13,068,963

other comprehensive income:Foreign currency translation - - (705,177) - (705,177)

transactions with owners:Arising from increase in equity

interest in subsidiary company - - - (488) (488)

At 31 December 2013 and 1 January 2014 9,445,274 4,194,690 (1,276,178) (488) 12,363,298

other comprehensive income:Foreign currency translation - - (274,651) - (274,651)

transactions with owners:Arising from disposal in equity

interest in subsidiary company - - - 1,465,331 1,465,331

At 31 December 2014 9,445,274 4,194,690 (1,550,829) 1,464,843 13,553,978

Warrant reserve

capital redemption

reserve

other reserves,

total rM rM rM

company

At 1 January 2013, 31 December 2013 and 31 December 2014 9,445,274 4,194,690 13,639,964

(a) Warrant reserve

(i) Warrant 2010/2020

The warrants which were listed on the ACE market of Bursa Malaysia Securities Berhad on 19 March 2010 were constituted by a Deed Poll executed on 25 January 2010. The main features of the warrants are as follows:

(i) each warrant entitles the holder to subscribe for 1 new ordinary share of RM0.10 each in the Company at a price of RM0.27 per share by cash;

(ii) the warrants may be exercised at any time on or before 16 March 2020;

(iii) the exercise price and the unexercised warrants are subject to adjustments in accordance with the provisions as set out in the Deed Poll; and


91


24. other reserves cont’d

(a) Warrant reserve cont’d

(i) Warrant 2010/2020 cont’d

(iv) full provisions regarding the transferability of warrants to new ordinary shares, which will thereafter rank pari passu with the existing ordinary shares of the Company, adjustment of the exercise price and other terms and conditions pertaining to the warrants are set out in detail in the Deed Poll which is available for inspection at the registered office of the Company.

At the reporting date, outstanding warrants amounted to 49,012,000 (2013: 49,012,000) remained unexercised.

(ii) Warrant 2008/2018

The warrants which were listed on the ACE market of Bursa Malaysia Securities Berhad on 28 January 2008 were constituted by a Deed Poll executed on 21 November 2007. The main features of the warrants are as follows:

(i) each warrant entitles the holder to subscribe for 1 new ordinary share of RM0.10 each in the Company at a price of RM0.89 per share by cash;

(ii) the warrants may be exercised at any time on or before 27 January 2018;

(iii) the exercise price and the unexercised warrants are subject to adjustments in accordance with the provisions as set out in the Deed Poll; and

(iv) full provisions regarding the transferability of warrants to new ordinary shares, which will thereafter rank pari passu with the existing ordinary shares of the Company, adjustment of the exercise price and other terms and conditions pertaining to the warrants are set out in detail in the Deed Poll which is available for inspection at the registered office of the Company.

Pursuant to Condition 2 of the Second Schedule (Part III) and the Memorandum to the Deed Poll dated 21 November 2007 (“Deed Poll”) constituting the Warrants 2008/2018, the subscription price of the Warrants 2008/2018 was revised downwards from RM0.89 to RM0.63 and an additional 22,584,945 Warrants 2008/2018 was issued pursuant to the Rights Issue with New Warrants.

At the reporting date, the warrants outstanding amounted to 67,959,945 (2013: 67,959,945) remained unexercised.

Warrants reserve represents the fair value of the warrants issued at issue date.

(b) capital redemption reserve

Capital redemption reserve was created for the cancellation of ordinary shares.

(c) foreign currency translation reserve

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

(d) other capital reserves

Other capital reserves comprised the consolidation effects of a change in the Group’s equity interest in a subsidiary company.


92


25. coMPany’s retaineD earninGs

The Company may distribute dividends out of its entire retained earnings as at 31 December 2014 under the single-tier system.

26. relateD Party transactions

(a) sale and purchase of services

In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year:

2014 2013 rM rM

Group

Payment of expenses incurred for a related party - 198,524

company

Licensing fees receivable from subsidiaries* (1,810,931) (2,937,179)

Management fees receivable from subsidiaries* (395,320) (794,516)

Dividend income receivable from subsidiaries - (1,437,525)

Settlement of liabilities on behalf by subsidiaries 520,222 334,616

Settlement of liabilities on behalf of subsidiaries (789,827) (627,599)

Loan receivable from a shareholder of PT mTouche 263,845 -

Interest expense on loans and receivables at amortised cost (Note 7) 84,163 -

* The licensing and management fees are charged to subsidiaries at an escalating rate depending on the revenue achieved by the respective subsidiaries during the financial year.

(b) compensation of key management personnel

Group company 2014 2013 2014 2013

rM rM rM rM

Short-term employee benefits 2,950,218 2,262,698 1,717,619 1,449,611

Defined contribution plan 225,273 200,062 190,268 155,701

3,175,491 2,462,760 1,907,887 1,605,312

Included in the total key management personnel are directors’ remuneration as disclosed in Note 10.


93


27. coMMitMents

(a) operating lease commitments – as lessee

The Group has entered into commercial leases on office premises, with lease terms of 2 (2013: 2) years respectively.

Minimum lease payments recognised in the Group’s and the Company’s profit or loss for the financial year amounted to RM1,260,206 (2013: RM1,002,726) and RM25,870 (2013: RM20,970) respectively.

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

Group company 2014 2013 2014 2013

rM rM rM rM

Not later than 1 year 813,305 944,404 33,488 20,970

Later than 1 year but not later than 5 years 347,906 422,542 - 8,738

1,161,211 1,366,946 33,488 29,708

(b) finance lease commitments - as lessee

The Group and the Company have a finance lease for a motor vehicle (Note 13). There are no restrictions placed upon the Group and the Company by entering into the said lease and no arrangement have been entered into for contingent rental payments.

Future minimum lease payments under finance lease together with the present value of the net minimum lease payments are as follows:


rM rM

Minimum lease payments:Not later than 1 year 31,466 31,488

Later than 1 year but not later than 2 years - 31,466

Total minimum lease payments 31,466 62,954

Less: Amounts representing finance charges (3,682) (7,366)

Present value of minimum lease payments 27,784 55,588

Present value of payments:Not later than 1 year 27,784 27,804

Later than 1 year but not later than 2 years - 27,784

Present value of minimum lease payments 27,784 55,588

Less: Amount due within 12 months (Note 20) (27,784) (27,804)

Amount due after 12 months (Note 20) - 27,784


94


28. fair value of financial instruMents

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

note

Trade and other receivables (current and non-current) 17

Borrowings (current and non-current) 20

Trade and other payables (current and non-current) 21

It is not practical to determine the fair values of balances with related parties due principally to a lack of fixed repayment terms entered into by the parties involved and without incurring excessive costs. However, the directors do not anticipate the carrying amounts recorded at the reporting date to be significantly different from the values that would eventually be received or settled.

The fair value of borrowings are estimated by discounting expected future cash flows at market incremental lending rate for similar types of leasing arrangements at the reporting date.

The carrying amounts of other financial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or that they are floating rate instruments that are re-priced to market interest rates on or near the reporting date except as indicated in their respective notes.

29. financial risK ManaGeMent obJectives anD Policies

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Executive Officer. The audit committee provides independent oversight to the effectiveness of the risk management process.

It is, and has been throughout the current and previous financial year, the Group’s policy that no derivatives shall be undertaken.

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

(a) credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. Deposits with banks are placed with reputable licensed financial institution with high credit rating.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

Exposure to credit risk

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position.


95


29. financial risK ManaGeMent obJectives anD Policies cont’d

(a) credit risk cont’d Credit risk concentration profile

The Group determines concentrations of credit risk by monitoring the country profile of its trade receivables on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the reporting date are as follows:

Group 2014 2013

rM % of total rM % of total

by market:Matured markets 3,165,961 72% 4,707,855 76%

Emerging markets 1,230,290 28% 1,451,874 24%

4,396,251 100% 6,159,729 100%

Information regarding matured markets and emerging markets is disclosed in Note 31.

At the reporting date, revenue from 6 (2013: 5) major customers amounted to RM15,270,000 (2013: RM16,060,000) were from sales in the matured markets segment.

Financial assets that are neither past due nor impaired

Information regarding trade receivables that are neither past due nor impaired is disclosed in Note 17.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 17.

(b) liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.

At the reporting date, the Group’s and the Company’s financial liabilities will mature in less than one year based on carrying amounts reflected in the financial statements except for certain obligation under finance lease which will mature within 1 to 2 years and defined benefit obligations which will mature in over 5 years. Further details are disclosed at Notes 22 and 27(b) respectively.

(c) interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing financial assets, except for short term deposits with licensed banks as disclosed in Note 19. The Group’s interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits.


96


29. financial risK ManaGeMent obJectives anD Policies cont’d

(c) interest rate risk cont’d

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk whereas borrowings at fixed rates expose the Group to fair value interest rate risk. The Group’s policy is to borrow only from reputable licensed financial institutions. As at reporting date, the Group and the Company has no interest-bearing borrowings, except for an obligation under finance lease at a fixed interest rate, to purchase a motor vehicle (Note 20).

(d) foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Group has transactional currency exposures arising from sales or purchases that are denominated in various foreign currencies, primarily Thai Baht (“THB”), Indonesian Rupiah (“IDR”), Vietnamese Dong (“VND”), Singapore Dollar (“SGD”), the United States Dollar (“USD”) and Hong Kong Dollar (“HKD”).

Approximately 83% (2013: 80%) of the Group’s sales are denominated in foreign currencies whilst almost 81% (2013: 75%) of costs of sales are denominated in the respective functional currencies of the Group entities. The Group’s trade receivables and trade payables balances at the reporting date have similar exposures.

The Group also holds cash and cash equivalents denominated in foreign currencies for working capital purposes. At the reporting date, such foreign currency balances amounted to RM7,485,582 (2013: RM10,523,295).

Sensitivity analysis for foreign currency risk

The following tables demonstrate the sensitivity of the Group’s and the Company’s (loss)/profit, net of tax to a reasonably possible change in the following foreign currencies:

2014 rM

(Loss)/ profit,

net of tax

Group

RM/SGD - strengthened 2% (2013: 4%) (228,000)

RM/THB - strengthened 7% (2013: 1%) 56,000

RM/HKD - strengthened 6% (2013: 7%) (86,000)

RM/VND - strengthened 4% (2013: 6%) (8,000)

RM/IDR - strengthened 4% (2013: 15%) (46,000)

RM/USD - strengthened 7% (2013: 7%) 16,000

The weakening of the currencies at a similar rate above will result in an equal but opposite effect to the Group’s loss, net of tax.


97


30. caPital ManaGeMent

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

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2014 and 31 December 2013.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s policy is to keep the gearing ratio at manageable level. The Group includes within net debt, borrowings, trade and other payables, less cash and bank balances.

Group company 2014 2013 2014 2013

rM rM rM rM

Borrowings (Note 20) 27,784 55,588 27,784 55,588

Trade and other payables (Note 21) 7,574,920 8,381,276 15,428,783 13,115,799

Less: Cash and bank balances (Note 19) (10,080,551) (16,927,088) (851,293) (276,975)

Net debt (2,477,847) (8,490,224) 14,605,274 12,894,412

Equity attributable to the owners of the parent, representing total capital 11,514,275 17,999,798 15,212,137 37,676,902

Total capital and net debt 9,036,428 9,509,574 29,817,411 50,571,314

Gearing ratio * * 49% 25%

* Not applicable as the amount of net debt is negative.

31. seGMent inforMation

For management purposes, the Group is organised into business units based on geographical segments, and has two reportable operating segments as follows:

(i) Matured markets - countries with saturated markets which include Malaysia, Hong Kong, Thailand and Singapore.

(ii) Emerging markets - countries with potential growth and penetration rate which include Indonesia, Vietnam and Cambodia.

Except as indicated above, no operating segments has been aggregated to form the above reportable operating segments.

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

Transfer prices between operating segments are at terms agreed between the parties during the year.


98


31. seGMent inforMation cont’d

Matured markets

emerging markets eliminations notes

Per consolidated

financial statements

2014 rM rM rM rM

revenue:External customers 20,052,719 5,789,795 - 25,842,514

Inter-segment 14,787,628 344,122 (15,131,750) A -

Total revenue 34,840,347 6,133,917 (15,131,750) 25,842,514

results:Interest income 61,431 76,336 - 137,767

Interest expense 87,847 - - 87,847

Depreciation and amortisation 364,639 44,281 - 408,920

Other non-cash expenses/(income) 1,056,025 (139,759) 274,396 B 1,190,662

Income tax expense 866,510 12,460 (28,258) 850,712

Segment loss (5,758,825) (70,379) (242,215) C (6,071,419)

assets:Additions to plant and equipment 444,919 120,610 - 565,529

Tax recoverable 181,523 - - 181,523

Deferred tax assets 17,251 47,105 - 64,356

Segment assets 99,222,736 5,112,917 (85,415,800) D 18,919,853

segment liabilities 117,828,832 7,654,075 (117,273,122) E 8,209,785

2013

revenue:External customers 24,021,603 4,315,969 - 28,337,572

Inter-segment 5,639,185 47,526 (5,686,711) A -

Total revenue 29,660,788 4,363,495 (5,686,711) 28,337,572

results:Interest income 188,496 91,774 - 280,270

Interest expense 3,684 - - 3,684

Depreciation and amortisation 345,117 59,152 - 404,269

Other non-cash (income)/expenses (1,341,793) 728,337 - B (613,456)

Income tax expense 836,342 40,466 (27,000) 849,808

Segment profit/(loss) 3,431,721 (1,646,230) (1,019,256) C 766,235

assets:Additions to plant and equipment 468,875 115,451 - 584,326

Tax recoverable 181,501 - - 181,501

Deferred tax assets 822,989 48,696 (66,432) 805,253

Segment assets 117,820,732 3,978,740 (94,349,326) D 27,450,146

segment liabilities 110,462,084 5,698,731 (106,887,049) E 9,273,766


99



notes: nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements

A Inter-segment revenues are eliminated on consolidation.

B Other material non-cash expenses consist of the following items as presented in the respective notes to the financial statements:

2014 2013note rM rM

Impairment losses on intangible assets 14 1,812,478 232,819

Allowance for impairment losses on financial assets 8 233 2,811

Trade receivables written off 2,000 -

Property, plant and equipment written off 13 1,216 29,852

Unrealised foreign exchange losses 8 (589,686) (959,167)

Gain on disposal of property, plant and equipment 6 - (10,158)

Intangible assets written off 14 - 2,226

Short term accumulating compensated absences 9 (83,612) 46,573

Increase in liability for defined benefits obligation 22 48,033 41,588

1,190,662 (613,456)

C Inter-segment revenues and expenses amounting to RM242,215 (2013: RM1,019,256) were deducted from segment profit/(loss) to arrive at “Profit before tax” presented in the consolidated statement of comprehensive income.

D Inter-segment assets amounting to RM85,415,800 (2013: RM94,349,326) were deducted from segment assets to arrive at total assets reported in the consolidated statement of financial position.

E Inter-segment liabilities amounting to RM117,273,122 (2013: RM106,887,049) were deducted from segment liabilities to arrive at total liabilities reported in the consolidated statement of financial position.

Geographical information

Revenue and non-current assets information based on the geographical location of customers and assets respectively are as follows:

revenues non-current assets 2014 2013 2014 2013

rM rM rM rM

Matured markets 20,052,719 24,021,603 1,673,396 1,532,935

Emerging markets 5,789,795 4,315,969 186,313 107,006

25,842,514 28,337,572 1,859,709 1,639,941


100



Geographical information cont’d

Non-current assets information presented above consist of the following items as presented in the consolidated statement of financial position:

2014 2013 rM rM

Property, plant and equipment 1,016,834 790,478

Intangible assets 842,875 849,463

1,859,709 1,639,941

32. DiviDenD


rM rM

recognised during the financial year:

Dividends on ordinary shares:

- Interim tax exempt dividend of 1 sen per share - 2,217,731

The directors do not recommend the payment of any dividend in respect of the financial year ended 31 December 2014.

33. subsequent events

(i) Transactions carried out between Mobile Touchetek Sdn. Bhd. (“MTSB”), a wholly owned subsidiary of mTouche Technology Berhad (“MTB”) and Pearl Legend International Limited (“PLIL”)

On 13 January 2015, the Board of Directors of MTB announced that there are possible financial irregularities pertaining to operating expenditure transactions entered into between MTSB and PLIL, a third party, from February 2009 to October 2010 amounting to RM6.3 million. The transactions were related to the provision by PLIL of a “quality database for data-mining and marketing of MTSB’s services” to users in Malaysia as well as to send out SMSes to the Database.

(ii) Commencement of legal proceedings against Pearl Legend International Limited, Goh Eugene and Tan Wee Meng by mTouche Technology Berhad (“the Company”) and its wholly owned subsidiary, Mobile Touchetek Sdn. Bhd. (“MTSB”)

Further to the Company’s announcement on 13 January 2015, the Board of Directors of the Company (“the Board”) announced that the Company and MTSB (“the Plaintiffs”), have commenced a civil suit in the High Court in Malaya at Kuala Lumpur on 17 February 2015 against Pearl Legend International Limited (“PLIL”), Goh Eugene and Tan Wee Meng. Goh Eugene and Tan Wee Meng were previously the directors of the Company and MTSB. The civil suit is for, amongst others, the recovery of wrongful payments made by MTSB to PLIL from 2009 to 2010 amounting to RM6.3 million on the basis of PLIL’s total failure of consideration in relation to an agreement dated 2 January 2009 entered into between MTSB and PLIL.

Alternatively, the Plaintiffs are also seeking RM6.3 million in damages against Goh Eugene and Tan Wee Meng, who were directors of the Plaintiffs during the material time, for breaching their fiduciary and statutory duties as directors and causing the Plaintiffs to suffer RM6.3 million in losses.


101


33. subsequent events cont’d

(ii) Commencement of legal proceedings against Pearl Legend International Limited, Goh Eugene and Tan Wee Meng by mTouche Technology Berhad (“the Company”) and its wholly owned subsidiary, Mobile Touchetek Sdn. Bhd. (“MTSB”) cont’d

This litigation will not have any material effect on the earnings, net assets and gearing of the Company and MTSB for the current financial year. This litigation has no operational impact on the Company and MTSB.

(iii) Exclusive Licensing and Revenue Sharing Agreement entered into between the Company and PT. Inovisi Infracom Tbk, Indonesia

The Company had on 9 February 2015 entered into an Exclusive Licensing and Revenue Sharing Agreement (“Agreement”) with PT. Inovisi Infracom Tbk (“Inovisi”) to grant Inovisi an exclusive license to distribute, market and commercialise their software application, One Krypto in the Republic of Indonesia, Thailand, Greater China (People’s Republic of China, Hong Kong, Taiwan, Macau), Japan and South Korea and based on an agreed revenue sharing model as per the Agreement. One Krypto is an encryption communication application for mobile devices that allows subscribers to communicate with each other via chat, email and voice calls securely.

The Agreement is expected to contribute positively to mTouche Group’s earnings for the financial year ending 31 December 2015. However, the signing of this Agreement will not have any effect on the net assets, share capital and shareholdings structure of mTouche.

(iv) Master Application and Content Provider Agreement with Celcom Axiata Bhd

On 16 April 2015, the Company, through its wholly-owned subsidiary MTB Securenet Sdn. Bhd. (“MTBSN”) signed a Master Application and Content Provider Agreement (“MACPA”) with Celcom Axiata Bhd. (“Celcom”) via Celcom Mobile Sdn. Bhd. (“CMSB”).

The agreement is to provide subscribers with its encrypted and secured mobile communication application, with various features which inter alia, allows subscribers to communicate safely and confidentially, preventing data from security breach. Revenue generated from subscribers will be shared between MTBSN and CMSB based on the predetermined rates prescribed in the MACPA.


102


34. suPPleMentary exPlanatory note on Disclosure of realiseD anD unrealiseD losses

The breakdown of the (accumulated losses)/retained earnings of the Group and of the Company as at 31 December 2014 into realised and unrealised (losses)/profits is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group company 2014 2013 2014 2013

rM rM rM rM

Total (accumulated losses)/ retained earnings of the Company and its subsidiaries

- Realised (40,950,585) (16,718,155) (21,191,928) 713,412

- Unrealised 518,826 1,642,496 (41,765) (41,765)

(40,431,759) (15,075,659) (21,233,693) 671,647

Less: Consolidated adjustments 15,586,190 (2,653,132) - -

Total (accumulated losses)/retained earnings as per financial statements (24,845,569) (17,728,791) (21,233,693) 671,647

The determination of realised and unrealised (losses)/profits above is solely for complying with the disclosure requirements as stipulated in the directive of Bursa Malaysia Securities Berhad and should not be applied for any other purposes.


103

ANALYsis oFSHAReHoLDINGSas at 28 April 2015

Authorised Share Capital : RM50,000,000.00 comprising of 500,000,000 ordinary shares of RM0.10 eachIssued and Paid-Up Share Capital : RM23,154,110.00 comprising of 231,541,100 ordinary shares of RM0.10 eachClass of Shares : Ordinary shares of RM0.10 eachVoting Rights : One (1) vote per ordinary shareNumber of shareholders : 1,028

analysis of shareholDinGs

holdingsno. of

shareholders% of

shareholdersno. of

shares held% of

shareholdings

1 - 99 11 1.07 417 0.00

100 - 1,000 310 30.16 78,845 0.04

1,001 - 10,000 258 25.10 1,488,150 0.69

10,001 - 100,000 348 33.85 13,598,192 6.31

100,001 - 10,773,524* 98 9.53 61,663,200 28.62

10,773,525 and above** 3 0.29 138,641,696 64.34

total 1,028 100.00 215,470,500 100.00

Note:* less than 5% of issued shares** 5% and above of issued shares

list of substantial shareholDers (baseD on reGister of substantial shareholDers)

shareholders Direct indirect

no. of shares % no. of shares %

RHB Nominees (Tempatan) Sdn. Berhad (OSK Capital Sdn. Bhd. for Homegrown

Media Sdn. Bhd.)

64,287,600 29.84 - -

Y.M. Raja Hizad Bin Raja Kamarulzaman - - 64,287,600 29.84

OSK Capital Partners Sdn. Bhd. 47,055,396 21.84 - -

OSK Ventures International Berhad - - 47,055,396 21.84

OSK Equity Holdings Sdn. Bhd. - - 47,055,396 21.84

Tan Sri Ong Leong Huat @ Wong Joo Hwa - - 47,055,396 21.84

Kamarudin Bin Meranun 27,298,700 12.67 - -

list of Directors’ shareholDinGs as Per the reGister of Directors’ shareholDinGs as at 28 aPril 2015

Direct indirect

no. of shares % no. of shares %

Dato’ Ahmad Bahrin Bin Idrus - - - -

Y.M. Raja Hizad Bin Raja Kamarulzaman - - 64,287,600(1) 29.84

Yeap Teik Pung - - - -

Yee Chee Wai, Patrick(resigned w.e.f. 25.05.2015)

- - - -

Darren Solomon Low Jun Ket - - - -

Note:(1) Deemed interested by virtue of his substantial shareholding in Homegrown Media Sdn. Bhd.


104

ANALYsis oFSHAReHoLDINGSas at 28 April 2015cont’d

list of thirty (30) larGest shareholDers

nameno. of

shares held Percentage (%)

1 RHB Nominees (Tempatan) Sdn. Bhd.OSK Capital Sdn. Bhd. for Homegrown Media Sdn. Bhd.

64,287,600 29.84

2 OSK Capital Partners Sdn. Bhd. 47,055,396 21.84

3 Kamarudin Bin Meranun 27,298,700 12.67

4 Nor Ashikin Binti Khamis 7,857,100 3.65

5 Nora Ee Siong Chee 6,944,000 3.22

6 Amsec Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account – Ambank (M) Berhad for Raja Zainal Abidin Bin Raja Hussin (Smart)

6,324,600 2.94

7 Siti Munajat Binti Md Ghazali 5,020,000 2.33

8 Maybank Securities Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Raja Zainal Abidin Bin Raja Hussin (REM 672)

3,650,700 1.69

9 Lee Chew Wah 2,393,000 1.11

10 Ong See Nam 1,783,600 0.83

11 Affin Hwang Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Chiong Hui Yee (M04)

1,560,000 0.72

12 Oon Yew Wei 1,220,000 0.57

13 Lim Gaik Bway @ Lim Chiew Ah 1,089,900 0.51

14 HLIB Nominees (Tempatan) Sdn. Bhd.Hong Leong Bank Bhd. for Cheng Tzer Liang

910,000 0.42

15 Lim Keng Chuan 819,200 0.38

16 Wong Chuan Wah 763,600 0.35

17 Maybank Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Siew Kim Lim

640,000 0.30

18 Cimsec Nominees (Tempatan) Sdn. Bhd.CIMB Bank for Lee Chew Wah (M52097)

610,000 0.28

19 Chong Hon Min 600,000 0.28

20 Chua Poh Seng 600,000 0.28

21 Wong Wei Choy 600,000 0.28

22 HLIB Nominees (Tempatan) Sdn. Bhd.Amara Investment Management Sdn. Bhd. for Lee Chew Wah

590,000 0.27

23 Malacca Equity Nominees (Tempatan) Sdn. Bhd.Exempt An for Phillip Capital Management Sdn. Bhd. (EPF)

541,900 0.25


105

ANALYsis oFSHAReHoLDINGSas at 28 April 2015cont’d

list of thirty (30) larGest shareholDers cont’d

nameno. of

shares held Percentage (%)

24 Beh Soo Lang 540,000 0.25

25 Lee Swee Pin 505,000 0.23

26 Kenanga Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Gan Boon Guat (028)

444,300 0.21

27 Wong Yuet Ying 441,600 0.20

28 Kenanga Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Kwong Ming Kwei (08KW032ZQ – 008)

436,100 0.20

29 Michael Christopher Mehta 420,000 0.19

30 Peng Tea Kee @ Pong Tea Kee 420,000 0.19

total 186,366,296 86.48


106

ANALYsis oFWARRANt A HoLDINGSas at 28 April 2015

Distribution of Warrant a holDinGs

size of warrantholdingsno. of

warrantholders% of

warrantholdersno. of

warrant held% of

warrantholdings

1 – 99 165 29.68 9,557 0.01

100 – 1,000 32 5.75 18,675 0.02

1,001 – 10,000 93 16.73 459,438 0.68

10,001 – 100,000 162 29.14 8,390,594 12.35

100,001 – 3,397,996* 102 18.34 51,191,981 75.33

3,397,997 and above** 2 0.36 7,889,700 11.61

total 556 100.00 67,959,945 100.00

Note:* less than 5% of issued warrants** 5% and above of issued warrants

Directors’ Warrant a holDinGs

Direct indirectno. of Warrants % no. of Warrants %


Y.M. Raja Hizad Bin Raja Kamarulzaman - - - -



- - - -


list of thirty (30) larGest Warrant a holDers

nameno. of

warrants held Percentage (%)

1 Seik Thye Kong 4,185,000 6.16

2 Kenanga Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Kwong Ming Kwei (08KW032ZQ-008)

3,704,700 5.45

3 Maybank Nominees (Tempatan) Sdn. Bhd.Cheng Siew Fong

3,043,100 4.48

4 Cimsec Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Chow Yee Chin (Kebun Teh-CL)

2,976,300 4.38

5 Yee Kong Siong 2,700,000 3.97

6 Kenanga Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Heng Yong Kang @ Wang Yong Kang (08HE101Q1-008)

2,500,000 3.68

7 Kenanga Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Gan Boon Guat (028)

2,323,000 3.42

8 Tam Kock Kay @ Tan Kock Kay 2,280,000 3.35

9 Peng Tea Kee @ Pong Tea Kee 1,832,300 2.70


107

ANALYsis oFWARRANt A HoLDINGSas at 28 April 2015cont’d

list of thirty (30) larGest Warrant a holDers cont’d

nameno. of


10 Kenanga Nominees (Tempatan) Sdn. Bhd.Michael Heng Chun Hong (EM1-D88)

1,505,000 2.21

11 Yee Seng Keng 1,500,000 2.21


13 Maybank Nominees (Tempatan) Sdn. Bhd.Conrado De Pheyno Pui

1,289,000 1.90

14 Mohamed Amin Bin Ibrahim 1,250,000 1.84

15 Amsec Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Chiang King Liang

1,200,000 1.77

16 Khoo Hoon Chang 1,000,400 1.47

17 Kenanga Nominees (Tempatan) Sdn. Bhd.For Lim Soh Woon

1,000,000 1.47

18 Low Tian Heng 900,000 1.32

19 Oon Yew Wei 869,800 1.28

20 AllianceGroup Nominees (Tempatan) Sdn. Bhd. Pledged Securities Account for Leong Thim Choy (8020717)

631,500 0.93

21 HLIB Nominees (Tempatan) Sdn. Bhd.Hong Leong Bank Bhd for Cheng Tzer Liang

590,000 0.87

22 Maybank Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Sivasangaran A/L Gopallu

579,800 0.85

23 Maybank Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Ho Teng Bing

550,100 0.81

24 Thia Lee Heong 532,485 0.78

25 Tam Tze Li 531,000 0.78

26 Sam Yoke Wan 500,000 0.74

27 Public Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Lim Chong Teck (E - PKG / TCL)

449,000 0.66

28 RHB Capital Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Quek Jin Ang (CEB)

444,000 0.65


400,000 0.59

30 HLIB Nominees (Tempatan) Sdn. Bhd. Pledged Securities Account for Ng Kim Guan (CCTS)

400,000 0.59

total 43,164,224 63.51


108

ANALYsis oFWARRANt b HoLDINGSas at 28 April 2015

Distribution of Warrant b holDinGs

size of warrantholdingsno. of

warrantholders% of

warrantholdersno. of

warrant held% of

warrantholdings

1 – 99 104 20.43 4,457 0.01

100 – 1,000 54 10.61 29,020 0.06

1,001 – 10,000 132 25.93 603,143 1.23

10,001 – 100,000 135 26.52 6,104,860 12.45

100,001 – 2,450,599* 81 15.92 32,478,120 66.27

2,450,600 and above** 3 0.59 9,792,400 19.98

total 509 100.00 49,012,000 100.00

Note:* less than 5% of issued warrants** 5% and above of issued warrants

Directors’ Warrant b holDinGs

Direct indirectno. of Warrants % no. of Warrants %


Y.M. Raja Hizad Bin Raja Kamarulzaman - - - -



- - - -


list of thirty (30) larGest Warrant b holDers

nameno. of


1 Lim Gaik Bway @ Lim Chiew Ah 3,457,700 7.05

2 OSK Capital Partners Sdn. Bhd. 3,330,500 6.80

3 HSBC Nominees (Asing) Sdn. Bhd.Exempt AN for Credit Suisse (SG BR-TST-Asing)

3,004,200 6.13

4 Lee Chew Wah 2,000,000 4.08


6 Tan Kok Keng 1,130,000 2.31

7 Oon Yew Wei 1,100,000 2.24

8 Maybank Securities Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Raja Zainal Abidin Bin Raja Hussin (REM 672)

1,056,000 2.15

9 Cimsec Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Chow Yee Chin (Kebun Teh-CL)

1,002,300 2.05

10 Mah Kok Foon 1,000,000 2.04


109

list of thirty (30) larGest Warrant b holDers cont’d

nameno. of


11 Nor Ashikin Binti Khamis 875,000 1.79

12 Maybank Securities Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Chin Sok Kim (Dealer 060)

871,100 1.78

13 Yee Kong Way 845,000 1.72


830,000 1.69

15 Mohamed Amin Bin Ibrahim 820,000 1.67

16 Liew Soo Kean 700,000 1.43

17 Yeo Chee Siang 694,000 1.42

18 Maybank Securities Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Heng Poh Suan (R01-Margin)

669,000 1.36

19 Ng Thew Choay 650,000 1.33

20 JS Nominees (Asing) Sdn. Bhd.Pioneer United Limited (JS 803)

627,500 1.28

21 Siow Jin Ho 616,000 1.26

22 Kho Soon Bee 600,000 1.23

23 Maybank Securities Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Vincent Phua Chee Ee

600,000 1.23

24 Lee Yeow Teng 570,000 1.16

25 HLIB Nominees (Tempatan) Sdn. Bhd.Hong Leong Bank Berhad for Cheng Tzer Liang

540,000 1.10

26 Koh Thin Min 502,000 1.02

27 TA Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Loh Hang Min

465,500 0.95

28 JF Apex Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Paragon Pacific Ventures Sdn. Bhd. (Margin)

460,000 0.94

29 HLIB Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account for Lee Eng Min (CCTS)

413,800 0.84

30 Chua Poh Seng 400,000 0.82

total 31,218,400 63.70

ANALYsis oFWARRANt b HoLDINGSas at 28 April 2015cont’d


110

NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting (“AGM”) of the Company will be held at Greens II, Tropicana Golf and Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Friday, 26 June 2015 at 4.00 p.m. for the purpose of considering the following businesses:-

a G e n D a

ordinary business

1. To receive the Audited Financial Statements for the financial year ended 31 December 2014 together with the Reports of the Directors and the Auditors thereon.

(Please refer to Explanatory Note 1)

2. To approve the payment of Directors’ fees of RM217,500.00 for the financial year ending 31 December 2015.

Ordinary Resolution 1

3. To re-elect Dato’ Ahmad Bahrin Bin Idrus, the Director who is retiring in accordance with Article 93 of the Company’s Articles of Association.


4. To re-elect YB Datuk Raime Bin Unggi, the Director who is retiring in accordance with Article 99 of the Company’s Articles of Association.


5. To appoint the Auditors of the Company for the ensuring year and to authorise the Directors to fix their remuneration.

“THAT Messrs. SJ Grant Thornton be and are hereby appointed as Auditors of the Company in place of the retiring Auditors, Messrs. Ernst & Young and to hold office until the conclusion of the next Annual General Meeting and that authority be and is hereby given to the Directors to determine their remuneration.”


special business

To consider and if thought fit, to pass the following Ordinary Resolutions, with or without modifications:-

6. authority to issue shares Ordinary Resolution 5

“THAT subject always to the Companies Act, 1965, Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad and any other governmental/regulatory bodies, where such approval is necessary, authority be and is hereby given to the Directors pursuant to Section 132D of the Companies Act, 1965 to issue and allot not more than ten percent (10%) of the issued capital of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit or in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force until the conclusion of the next Annual General Meeting of the Company and that the Directors be and are hereby further authorised to make or grant offers, agreements or options which would or might require shares to be issued after the expiration of the approval hereof.”

7. Proposed renewal of authority for the company to Purchase its own shares Ordinary Resolution 6

“THAT, subject always to the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.10 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities as the Directors may deem fit and expedient in the interest of the Company, provided that:-

Notice oFANNUAL GeNeRAL MeetING


111

Notice oFANNUAL GeNeRAL MeetINGcont’d

(i) the aggregate number of shares purchased does not exceed 10% of the total issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(ii) the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall be backed by an equivalent amount of retained profits and/or share premium; and

(iii) the Directors of the Company may decide either to retain the shares purchased as treasury shares, or cancel the shares, or retain part of the shares so purchased as treasury shares and cancel the remainder, or to resell the shares, or distribute the shares as dividends;

AND THAT the authority conferred by this resolution will commence after the passing of this ordinary resolution and will continue to be in force until:-

(i) the conclusion of the next Annual General Meeting (“AGM”) at which time it shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or

(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or

(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever occurs first.

AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement or to effect the purchase(s) of the shares with full power to assent to any condition, modification, variation and/or amendment as may be imposed by the relevant authorities and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect in relation thereto.”

8. To transact any other business of which due notice shall have been given.

BY ORDER OF THE BOARDnG sally (MAICSA 7060343)liM lee Kuan (MAICSA 7017753)Company Secretaries

29 May 2015

Notes:

1. A member shall be entitled to appoint up to two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 (“the Act”) shall not apply to the Company. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or at hand of an officer or attorney duly authorised.

2. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one 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.

3. The instrument of appointing a proxy shall be deposited at the Company’s Share Registrar’s Office at Tricor Investor Services Sdn. Bhd. at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting.

4. Form of Proxy sent through facsimile transmission shall not be accepted.


112

Notice oFANNUAL GeNeRAL MeetINGcont’d

5. GENERAL MEETING RECORD OF DEPOSITORS

For the purposes of determining a member who shall be entitled to attend this Eleventh AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 58 of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 18 June 2015. Only a depositor whose name appears on such Record of Depositors shall be entitled to attend this meeting or appoint proxies to attend and/or vote on his/her behalf.

6. EXPLANATORY NOTES ON SPECIAL BUSINESS

(i) Item 1 of the Agenda

This Agenda item is meant for discussion only, as the provision of Section 169(1) of the Act does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.

(ii) Item 5 of the Agenda

The Notice of Nomination from a shareholder pursuant to Section 172(11) of the Companies Act, 1965, a copy of which is annexed hereto and marked “Annexure A” has been received by the Company for the nomination of Messrs. SJ Grant Thornton who have given their consent to act, for appointment as Auditors.

(iii) Item 6 of the Agenda

The proposed Ordinary Resolution 5, if passed, will give flexibility to the Directors of the Company to issue shares up to a maximum of ten per centum (10%) of the issued share capital of the Company at the time of such issuance of shares and for such purposes as they consider would be in the best interest of the Company without having to convene separate general meetings. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company.

This is the renewal of mandate obtained from the shareholders at the last AGM (“the Previous Mandate”). The Previous Mandate shall be utilised for the proposed private placement of up to 10% of the issued share capital of the Company (“Proposed Private Placement”) as announced to Bursa Malaysia Securities Berhad on 26 May 2015 and targeted to be completed before the forthcoming Eleventh AGM. For further information, please refer to the Statement Accompanying Notice of AGM on page 112 in the 2014 Annual Report.

The purpose of this general mandate is for possible fund raising exercises including but not limited to placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of borrowings and/or acquisitons.

(iv) Item 7 of the Agenda

The proposed Ordinary Resolution 6, if passed, will empower the Company to purchase and / or hold up to ten per centum (10%) of the issued and paid-up share capital of the Company. This authority unless revoked or varied by the Company at a general meeting will expire at the next AGM.

Please refer to the Share Buy-Back Statement dated 29 May 2015 which is dispatched together with this Annual Report for further information.

Statement Accompanying Notice of Annual General Meeting (“AGM”)

Pursuant to Rule 8.29 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad

• GeneralMandate for issueof securities in accordancewithRule 6.04(3) of theACEMarket ListingRequirementsofBursa Malaysia Securities Berhad

The Company has obtained the mandate from the shareholders at the last AGM held on 26 June 2014 (“the Previous Mandate”). The Previous Mandate shall be utilised for the proposed private placement of up to 10% of the issued share capital of the Company (“Proposed Private Placement”) as announced to Bursa Malaysia Securities Berhad on 26 May 2015 and targeted to be completed before the forthcoming Eleventh AGM. As at the date of the printing of this Annual Report, the Company has yet to submit its application for the Proposed Private Placement to obtain the approval on the same from Bursa Malaysia Securities Berhad. Accordingly, no proceeds were raised at this juncture.

Based on the announcement made to Bursa Malaysia Securities Berhad on 26 May 2015, the Proposed Private Placement is expected to raise gross proceeds amounting to RM4,167,720. The proceeds raised are expected to be utilised in the following manner:-

RM

Expected time frame for utilisation

of proceeds(from listing date)

Working capital 617,720 Within 5 months

Research & development for One Krypto 3,400,000 Within 6 months

Estimated expenses in relation to the Proposed Private Placement 150,000 Within 3 months

Total estimated proceeds 4,167,720


113

AppeNDIX I

HOMEGROWN MEDIA SDN BHD (Co. No. 856403-T)

25 April 2015

The Board of Directorsmtouche technology berhad39.6 Level 39 Menara Citibank165 Ampang50450 Kuala Lumpur

Dear Sirs,

notice of noMination of neW auDitors in Place of retirinG auDitors

We, a member of the Company holding 29.84% of the total voting shares of the Company, hereby give notice, pursuant to Section 172(11) of the Companies Act, 1965 of our nomination of Messrs. SJ Grant Thornton as Auditors of the Company in place of the retiring auditors and of my intention to propose the following resolution as an ordinary resolution at the next Annual General Meeting of the Company:

“THAT SJ Grant Thornton, having consented to act, be and are hereby appointed as Auditors of the Company in place of the retiring Auditors, Messrs, Ernst & Young to hold office until the conclusion of the next Annual General Meeting at a remuneration to be agreed between the Directors and the Auditors.”

Yours faithfully,

Raja Hizad Raja KamarulzamanDirector

Lot 16-3,3rd Floor, Block E, Lintas Square, Jalan Lintas, 88300 Kota Kinabalu Sabah

This page has been intentionally left blank.

(Incorporated in Malaysia)

FORM OF Proxy

I/We

of

being a Shareholder of Mtouche technoloGy berhaD (656395-x) hereby appoint

name address nric/Passport no.Proportion of shareholdings (%)

1.

*And/or (delete as appropriate)

2.

or failing him, THE CHAIRMAN OF THE MEETING, as my/our proxy/proxies, to vote for me/us on my/our behalf at the Eleventh Annual General Meeting of the Company to be held at Greens II, Tropicana Golf and Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Friday, 26 June 2015 at 4.00 p.m. or at any adjournment thereof.

My/our proxy/proxies is/are to vote as indicated below:

orDinary resolutions for aGainst







(Please indicate with a cross (X) in the space provided on, how you wish your vote to be casted in respect of the above resolutions. If you do not do so, the proxy may vote or abstain at his/her discretion.)

Dated this day of 2015

Signature/Common Seal of Shareholder

Notes:-

1. A member shall be entitled to appoint up to two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or at hand of an officer or attorney duly authorised.

2. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one 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.

3. The instrument of appointing a proxy shall be deposited at the Company’s Share Registrar’s Office at Tricor Investor Services Sdn. Bhd. at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting.

4. Form of Proxy sent through facsimile transmission shall not be accepted.

5. GENERAL MEETING RECORD OF DEPOSITORS

For the purposes of determining a member who shall be entitled to attend this Eleventh Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 58 of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 18 June 2015. Only a depositor whose name appears on such Record of Depositors shall be entitled to attend this meeting or appoint proxies to attend and/or vote on his/her behalf.

number of shares held

cDs account no.

Affixstamp

1st Fold Here

Fold this Flap For sealing

then Fold Here

Mtouche technoloGy berhaD(656395-X)

LEVEL 17, THE GARDENS NORTH TOWERMID VALLEY CITY

LINGKARAN SYED PUTRA59200 KUALA LUMPUR

securing OUR FUTUREstatic.mtouche.com/pdf/annual/AnnualReport2014.pdfMTOUCHE TECHNOLOGY BERHAD (656395-X) ANNUAL REPORT 2014 MTOUCHE TECHNOLOGY BERHAD (656395-X) Suite 39-06 Menara

Documents