ingenuity solutions berhad...ingenuity solutions berhad (609423-v) 2 annual report 2012 contents...

INGENUITY SOLUTIONS BERHAD (609423 V)

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Ingenuity Solutions Berhad (609423-V)

12th Floor, Persoft Tower, 6B, Persiaran Tropicana,Tropicana Golf & Country Resort,

47410 Petaling Jaya, SelangorTel: 03-7688 9888Fax: 03-7688 9881

Email: [email protected]: www.ingenuity.com.my


Annual Report 20122

Contents

Technical know-how, business strategies and advanced facilities alone will not be sufficient to sustain rigorous business growth. Unless we start with people, there is no transformation and business growth. Our people are on the same boat, riding on the wave of change together towards a common destination. To succeed at riding the waves, our people need to row hard as a team in a single direction to overcome the current and steer towards our destination. Ingenuity’s strong team spirit is our way of life that propels us to the winning edge.

Cover Rationale

010204 05 0711

1720 26 2830798284

Ingenuity TodayVision/Mission and Corporate Values

Notice of Annual General MeetingProxy Form

Analysis of ShareholdingsAnalysis of Warrant Holdings

Financial StatementStatement on Internal ControlAdditional Compliance InformationStatement of Corporate GovernanceAudit Committee Report

15 Financial HighlightsChairman’s StatementDirectors’ ProfileCorporate InformationCorporate Structure

www.ingenuity.com.my

Annual Report 2012 1

Mission

Our VisionTo be the leading one-stop ICT solutions provider in the nation.

Simplify - We simplify and humanise state of the art technology solutions to drive your business value.

Consumer Focused - We deliver flexible, efficient, reliable and cost-effective solutions for every industry in all sizes.

Optimisation - We optimise operational efficiency with consumer technology and best practices.

Transformation - We strive to integrate technology seamlessly to transform your business outcome.

Seamless Distribution - We distribute ICT hardware and software, while creating differentiating value for our business partners and customers.

Corporate ValuesExcellent Service - Our customers are the reason we are in business. And customer satisfaction is our no.1 priority.

Pioneering Technology - We thrive on change and will constantly keep on top of today’s and tomorrow’s technology.

Value Driven - We deliver solutions aligned with our clients’ goals by being proactive, process oriented, and quality driven.

Integrity - We practice good corporate governance while maintaining the highest level of ethics in whatever we do.

Respect and Responsibility - We respect everybody we interact with and we are responsible in all our actions.

A Winning Teamspirit - Our people are our strength. We foster a winning team spirit and a caring attitude, earning loyalty and commitment.


Annual Report 20122

IngenuityToday

Ingenuity is a publicly traded diversified business Group on the Bursa Stock Exchange and made its first significant breakthrough with the launch of its FiRST Financial Management System (FMS) and FiRST Customer Relationship Management (CRM) software products. With over a decade of steady successes, the Group is now transforming beyond software solutions business into system integration & services, IT hardware & software distribution and services, and telecommunication products & distribution services.

As part of this transformation, the Group is embarking on an exciting new direction into new businesses and strategies. The Group has evolved into a new generation of organisation, further strengthened by a new management team that is passionate and committed to go the extra mile to serve our small and medium enterprises (SMEs) and multinational clients (MNCs) better.We continue to strive towards giving them better ways to capture, organise, protect and access business information.

The redirection of business model and strategy therefore calls for necessary modifications in the company mission and vision. This also demands for the realignment of the overall values and practices. The Group’s on-going commitment to diversify its ICT businesses into software solutions, system integration & services, IT hardware & software distribution and services and

telecommunication products & distribution services, brings Ingenuity closer to being the leading one-stop ICT solutions provider in the nation.

BRIDGING THE GAP

“Bridging the Gap” is our new corporate tagline that underlines our commitment to bridge the gap between our customers’ business needs and their goals with solutions that will transform their business outcome. Focusing on consumer technology convergence, the Group makes technology an asset to its customers. Ingenuity delivers flexible, efficient and cost-effective ICT solutions to drive customers’ business value and support their unique business strategy in this competitive market place. The Group is ready to connect the dots by helping your businesses react, adapt and thrive in this fast-evolving technology world, while keeping your business a step ahead.

The Company has long standing clients across various high growth industries such as logistics, oil and gas, manufacturing, consumer and retail services. In year 2000, Ingenuity was granted the Multimedia Super Corridor (MSC) status for its contributions to the borderless marketing, MSC Smart Schools flagship application, R&D into predictive CRM with financial data protocol and utilisation of knowledge workers and technology transfer.

EMBARKING ON TRANSFORMATION FOR SUSTAINABLE GROWTH

Ingenuity Solutions Berhad (Ingenuity) is a “Total Business ICT Solutions Provider” in Malaysia that aims to simplify and humanise state of the art technology solutions to drive business value for our clients.



Ingenuity Today

cont’d

CORE BUSINESSES

Ingenuity is a key player in the Malaysian ICT arena, mainly in four major IT sectors – of Business Software Solutions, System Integration & Services, IT Hardware & Software Distribution and Services, and Telecommunication Products & Distribution Services.

BUSINESS SOFTWARE SOLUTIONS

• Hospital Information System (HIS)• Clinic Management Solution• FiRST Accounting Software• OpenERP – OpenSource ERP Solution• FiRST Customer Relationship Management

(CRM) Software • FiRST Point of Sale Software (POS)• Secure Document Management• FiRST Rewards• Hotel Management Solution

SYSTEM INTEGRATION & SERVICES

• Network Infrastructure Maintenance• Disaster Recovery Solution• Server Management Solutions

IT HARDWARE & SOFTWARE DISTRIBUTION AND SERVICES

• Software / Desktop Applications• Hardware from world leading brands; Acer, ZTE,

Toshiba, Samsung, Seagate, BenQ, etc.• Networking / Data Communication Peripherals • Extended Warranty Services• Payment gateway service provider• Warehousing solutions, delivery end-to-end from

vendor till end-user• 1-stop solutions for e-Commerce

TELECOMMUNICATION PRODUCTS & DISTRIBUTION SERVICES

• Hand phones• Modems• Accessories• Reload coupons• Prepaid/postpaid SIM cards• SIM cards• Payment gateway service provider• Warehousing solutions, delivery end-to-end

from vendor till end-user• 1-stop solutions for e-Commerce


Annual Report 20124

Investment Holdings, Consultancy &

Management Services

INGENUITY SOLUTIONS

BERHAD

Distributor of telco devices &service provider

TELECOMMUNICATION PRODUCTS & DISTRIBUTION

SERVICES

Comprehensive IT systemsmanagement and integration services

SYSTEM INTEGRATION &

SERVICES

UPTOWN EXCELSDN BHD

(100%)

System Integration & Services

Connecting the dots betweenthe principals and consumers

IT HARDWARE & SOFTWARE

DISTRIBUTION & SERVICES

HALLMARK AVENUESDN BHD

(100%)IT Distribution

Extended Warranty Services

INGENUITY CARESDN BHD

(100%)

Investment Holdings

VISTAVISION RESOURCES

SDN BHD(100%)

Customisable enterprise ITsolutions for all industries

BUSINESS SOFTWARE SOLUTIONS

INGENUITY MICROSYSTEMS

SDN BHD(100%)

Software Products & Enterprise Solutions

RELIANCE COMPUTER

CENTRE SDN BHD(100%)

Enterprise Solutions & Hotel/Hospitality Solutions

Development Solution -Government/GLC

Austral DiversifiedSdn Bhd(100%)

IT Hardware & SoftwareDistribution & Services

IngensSdn Bhd(100%)

Telecommunication Product & Services

InconnecxionCommunication

Sdn Bhd(100%)

Mobile Devices

NineZTESdn Bhd

(51%)

ICT Products & Services

Ingens Direct Sdn Bhd(100%)

IT Accessories Distribution

Ingens DSSSdn Bhd(100%)

(Formerly known as DSS Distribution Sdn Bhd)

DSS IkhlasSdn Bhd

(60%)

Consumable Products

Corporate Structure



CorporateInformation

BOARD OF DIRECTORS Dato’ Feroz Bin A S Moidunny Chairman, Non-Independent Non-Executive Wong Hun Liang Executive DirectorLow Gah Luen Executive Director (Appointed on 27.2.2012)Ng Kok Hok Independent Non-Executive DirectorTham Kah Yong Independent Non-Executive DirectorLim Boon Hong Independent Non-Executive Director (Appointed on 4.6.2012)Tan Sin Chong Non-Independent Non-Executive Director (Resigned on 1.6.2012)Ahmad Ruslan Zahari Bin Dato’ Dr. Zakaria Executive Director / Chief Executive Officer (Resigned as Executive Director on 6.3.2012 and Chief Executive Officer on 6.4.2012)Abdul Rahman Bin Shakor Independent Non-Executive Director (Resigned on 6.3.2012)Shaliza Binti Sabtu Non-Independent Non-Executive Director (Retired on 20.9.2011)

AUDIT COMMITTEE

ChairmanNg Kok Hok

MemberTham Kah YongLim Boon Hong

REMUNERATION COMMITTEE

ChairmanNg Kok Hok

MemberTham Kah YongLim Boon HongLow Gah Luen

NOMINATION COMMITTEE

ChairmanTham Kah Yong

MemberNg Kok HokLim Boon Hong

COMPANY SECRETARY

Lim Seck Wah (f)(MAICSA 0799845)

LEGAL COUNSEL

Cheang & Ariff39 Court @ Loke Mansion273A Jalan Medan Tuanku50300 Kuala Lumpur, MalaysiaTel : + (603) 2691 0803Fax : + (603) 2693 4475Email : [email protected] : www.cheangariff.com

BANKER

RHB Bank Berhad Malayan Banking Berhad Alliance Bank Malaysia BerhadAmIslamic Bank BerhadBank Islam (M) BerhadCIMB Bank BerhadCitibank BerhadHong Leong Bank BerhadHong Leong Islamic Bank BerhadHSBC Amanah Malaysia BerhadOCBC Al-Amin Bank BerhadPublic Bank BerhadStandard Chartered Bank Malaysia BerhadUnited Overseas Bank (Malaysia) Berhad

AUDITORS

SJ Grant Thornton (AF:0737)(Member of Grant Thornton International)Chartered AccountantsLevel 11, Bangunan Faber Imperial CourtJalan Sultan Ismail50250 Kuala LumpurTel : +(603) 2692 4022Fax : +(603) 2732 5119E-mail : [email protected] : www.gt.com.my

PRINCIPAL PLACE OF BUSINESS

Persoft Tower, 12th Floor6B Persiaran TropicanaTropicana Golf & Country Resorts47410 Petaling JayaSelangor Darul EhsanTel : +(603) 7688 9888Fax : +(603) 7688 9881E-mail : [email protected] : www.ingenuity.com.my

REGISTERED OFFICE AND SHARE REGISTRAR

Mega Corporate Services Sdn.Bhd. (187984-H)Level 15-2, Bangunan Faber Imperial CourtJalan Sultan Ismail50250 Kuala LumpurTel : +(603) 2692 4271Fax : +(603) 2732 5388E-mail : [email protected] : www.megacorp.com.my

STOCK EXCHANGE LISTING

ACE Market of Bursa Malaysia Securities BerhadStock name : INGENSStock code : 0034


Annual Report 20126

Bridging the GapIngenuity is to bridge the gap between your business need and the solution that will transform your business outcome. Focusing on consumer technology, we make technology an asset for your business.



01 02 03 04 05 06

DATO’ FEROZ BIN A S MOIDUNNYChairmanNon-Independent Non-Executive Director

Dato’ Feroz bin A S Moidunny, a Malaysian aged 45, was appointed as the Chairman of the Group on 29 March 2011. He also serves as Non-Independent and Non-Executive Director of Ingenuity Solutions Berhad since 25 March 2011.

Presently, Dato’ Feroz is the Managing Partner of Messrs. Feroz & Co. He has over 20 years of experience as a corporate lawyer. He also acts as business development adviser where he is highly regarded for his specialised expertise in providing solutions to complicated corporate and commercial issues. In addition, he also sits as a director in companies related to oil and gas, aviation, satellite services, army vehicles manufacturing, hospitals, fire department, infrastructure and technology providers in commercial and educational sectors; entertainment and solid waste management sectors. Besides that, he has vast experience in international agreements and has successfully assisted in listing companies onto the AIM London Stock Exchange.

He holds a Bachelor Degree in Law with Honours from the Nottingham Trent University, United Kingdom. He completed his Bar examination at University Malaya in 1992 and was admitted to the Bar in 1993.

He has no family relationship with the other directors or substantial shareholders of the Company; and has not been convicted of any offences within the past 10 years other than traffic offences (if any) and do not have any conflict of interest with the Company.

WONG HUN LIANGExecutive Director

Wong Hun Liang, a Malaysian aged 46, holds the position of Executive Director since 29 March 2011. He was appointed to the Board of Directors on 21 October 2003.

As the Executive Director of the Group, Mr. Wong plays a crucial role in strategising the company’s development in the areas of Business Software Solutions and System Integration & Services, leading the Group to greater heights.

He has 22 years of experience in software engineering, ICT project management, consulting, development and training. Prior to joining Ingenuity Solutions Berhad, he was with NCR Malaysia and AC Nielsen, where he was leading a technical team in developing software solution for work process improvements, market research and CRM operations for the Asia-Pacific region. He was also appointed as the Software Quality Assurance Auditor for ISO 9001 for the company. His passion for software engineering and development led him to the Asia-Pacific Institute of Information Technology (APIIT), a leading Malaysian Institute of higher learning for ICT, where he became a Specialist Trainer and Senior Lecturer on software engineering, operating systems, networking, and database management systems. He is also a certified Microsoft Trainer and Systems Engineer for Internet and was involved in the planning and training for Malaysia Government Smart School project.

Mr. Wong graduated from Universiti Putra Malaysia with a Bachelor of Engineering Degree in Electronics and Computer Engineering in 1991.


01 02

Directors’Profile


Annual Report 20128

Directors’Profilecont’d

LOW GAH LUENExecutive DirectorMember of Remuneration Committee

Low Gah Luen, a Malaysian aged 42, was appointed as an Executive Director of Ingenuity Solutions Berhad on 27 February 2012. As the Executive Director of the Group, Mr. Low has successfully built a strong foothold in the IT Hardware and Software Distribution apart from Telecommunications division.

Prior to joining Ingenuity, Mr. Low worked in Acer as the Head of Product Development, which equipped him with a vast knowledge and experience in product portfolios ranging from imaging devices, commercial PCs to consumer PCs.

With his high competency and capabilities, he was then promoted to head the Mobile PC and Peripherals department, where he also served as a Sales Manager for the central region. His greatest achievement was his contribution to the consumer desktops segment, which led Acer to the No. 1 market share in the region. Acer continued to achieve even greater heights during his fifteen years tenure. Low was instrumental in the Acer’s notebook revenue surge and market share. The company’s success over the years further proved his ability, commitment and expertise in the ICT industry, bringing the company to where it is today.

He obtained his Chartered Institute of Marketing – Advanced Certificate & Diploma from Segi College in 1996.


NG KOK HOKIndependent Non-Executive DirectorChairman of Audit CommitteeMember of Remuneration CommitteeMember of Nomination Committee

Ng Kok Hok, a Malaysian aged 51, was appointed as an Independent Non-Executive Director of Ingenuity Solutions Berhad on 1 December 2010.

He is a Chartered Accountant (MIA No. CA 6226) with the Malaysian Institute of Accountants, an Associate Member of the Chartered Institute of Management Accountants and a Member of the Financial Planning Association of Malaysia.

He currently runs an engineering company which he founded. He also sits on the board of 1 Utopia Berhad and Globaltec Formation Berhad as an Independent Non-Executive Director.

He held the position of an Accountant in several private limited companies, which involve in telecommunications and manufacturing of industrial plastic containers and the trading of industrial chemicals. He has also served as an Accountant and was later promoted to the position of Financial Controller for Public Mutual Berhad (f.k.a. Kuala Lumpur Mutual Fund Berhad). He then joined TA Unit Trust Management Berhad as General Manager and subsequently progressed to Chief Executive Officer of the company. Thereafter, he was involved in several businesses which included international trade, e-commerce and travel agencies.


03 04



LIM BOON HONGIndependent Non-Executive DirectorMember of Audit CommitteeMember of Remuneration CommitteeMember of Nomination Committee

Lim Boon Hong, a Malaysian aged 42, was appointed as an Independent Non-Executive Director of Ingenuity Solutions Berhad since 4 June 2012.

At present, he serves as the Special Assistant to the Group Managing Director/CEO of Green Packet Berhad, a position which he held since 2006.

He started as a management trainee with Arab Malaysian Merchant Bank (known as AMInvestment Bank) in 1992 and subsequently joined Cullis Reaggert Brokers Sdn Bhd (part of Hong Leong Group) as broking executive. He was then transferred to Zalik Securities Sdn Bhd (known as Hong Leong Investment Bank) as a research analyst. In 1998, he ventured into his own business, which mainly involved in the trading of technology and LCD products.

He graduated with a degree in Business Administration majoring in Actuarial Science from University of Nebraska- Lincoln USA.

Mr. Lim also sits on the board of The Media Shoppe Berhad as an Independent Non-Executive Director and a member of the Audit Committee of the company.


Directors’Profile

cont’d

THAM KAH YONGIndependent Non-Executive DirectorMember of Audit CommitteeMember of Remuneration CommitteeChairman of Nomination Committee

Tham Kah Yong, a Malaysian aged 57, was appointed as an Independent Non-Executive Director of Ingenuity Solutions Berhad on 15 April 2011.

He joined a foreign bank as credit officer for more than 4 years before taking up another appointment with a leading local bank in 1983. He retired in May 2010 after 31 years of impeccable banking career serving in various capacities. He has wide experiences in branch banking, credit evaluation, marketing, trade finance and credit administration.

Mr. Tham holds a Bachelor of Economics from the University of Malaya in 1979 majoring in business administration. He has no family relationship with the other directors or substantial shareholders of the Company; and has not been convicted of any offences within the past 10 years other than traffic offences (if any) and do not have any conflict of interest with the Company.

05 06


Annual Report 201210

Hospital InformationSystem

OpenERP

CRM

IT Hardware/SoftwareDistribution

Extended Warranty

Pick & Returnservice for ICT repairs

TelecommunicationProducts Distribution

First Accounting Software

Diversified ServicesIngenuity has transformed beyond software solutions business to system integration & services, IT hardware & software distribution and services, and telecommunication products & distribution services. This transformation brings the company closer to being the leading one-stop ICT solutions provider in the nation.



Chairman’s Statement



Chairman’s Statementcont’d

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Ingenuity Solutions Berhad (“Ingenuity”) and its subsidiaries for the financial year ended 31 March 2012.

FINANCIAL HIGHLIGHTS

The year 2011 witnessed political and social challenges with the persisting global financial crisis and natural disasters in some parts of the world. Although our Government has adopted and implemented continuous measures and efforts to strengthen the financial conditions, certain industries are still affected by the repercussion of the current economic distress. While the Information & Communications Technology (ICT) industry is not alone in this struggle, the industry in particular, is shaken with both the public and private sectors’ restraining their ICT spending to weather the adverse financial effects.

For the financial year ended 31 March 2012, the Group’s revenue surged 927.8% to RM63.93 million compared to RM6.22 million achieved in the previous year. The sharp increase of RM57.71 million in total revenue is partially attributed to our new ICT distribution business carried by our newly acquired subsidiary VistaVision Resources Sdn Bhd (“VVR”). “VVR” is an investment holding company principally involved in the distribution of IT and telecommunications products and accessories through its wholly owned subsidiaries namely Ingens Sdn Bhd, Inconnecxion Communication Sdn Bhd, Ingens DSS Sdn Bhd (Formerly known as DSS Distribution Sdn Bhd) and a newly incorporated 51% owned subsidiary namely NineZTE Sdn Bhd.

Amidst growth in revenue, the Group however registered a pre-tax loss of RM3.13 million this financial year compared to RM1.42 million in the preceding year. Current year pre-tax loss was mainly due to low profit margin charged from IT hardware distribution business and gradual increase in manpower costs, administrative expenses, amortisation charges and additional corporate exercise expenses incurred following the recent acquisition of “VVR” group of companies.

GROWTH VIA SYNERGISTIC ACQUISITION AND STRATEGIC ALLIANCES

The ICT sector in Malaysia plays a pivotal role in Malaysia’s transformation with rapid developments in the information technology (IT) services, hardware and software sectors being the key driving growth. Hence, it is necessary for the Group to be constantly vigilant and continuously transformed for sustainable growth. Recognising this, the Group has embarked on products diversification beyond its core expertise in IT software solutions to gain a competitive edge in today’s fast evolving technology landscape. Inresponse to the current uptrend momentum and government support for ICT initiative, the Group through the introduction of several new Board members has been over a period of time, been deliberating and implementing its internal reorganization plan to better streamline its core business and also to



continue to explore new opportunities that will hopefully add value to the Group. Currently, the plan is coming together as planned with the Group compartmentalised into four core businesses namely Business Software Solutions, System Integration & Service, ICT Hardware and Software Distribution & Services, and Telecommunication Products & Distribution Services. From this platform, the management envisages that it will be easier for the execution of any plans in order for the group to turn into a healthy profitable environment starting from the 1st quarter of the new Financial Year ending 31 March 2013.

The recent acquisition of VVR Group on 21 February 2012 reflects the Group’s corporate strategy as “VVR” will place Ingenuity on a better footing to achieve 1,000 IT resellers in Malaysia within the next three years. The newly acquired VVR Group has a ready customer base of approximately 800 IT resellers in Malaysia. Through this acquisition, Ingenuity is able to complement its software solutions expertise, system integration and services business with comprehensive ICT hardware distribution and telecommunication products & distribution services. Distribution includes IT hardware and telecommunication products ranging from laptops, desktops, mobile devices to other ICT accessories of major brands notably Acer, Toshiba, ZTE, Samsung, BenQ, Seagate, amongst others.

Thus, Ingenuity will be able to grow its ICT distribution network and telecommunication products and distribution services much faster through readily available distributorship rights and products from the VVR Group. In addition, Ingenuity’s foray into telecommunications has resulted in collaborations with leading telecommunication providers and industry players such as P1 Wimax and U Mobile through its subsidiaries Ingens Sdn Bhd and Inconnecxion Communication Sdn Bhd respectively. Ingenuity is proud to represent these brands and to introduce their high quality products to the average Malaysian through its strong reseller network. The Group’s newest subsidiary, NineZTE has recently been appointed the sole local vendor for ZTE Malaysia to strategically market ZTE devices in Malaysia.

Through DSS Ikhlas Sdn Bhd, Ingenuity is diversifying beyond technology to address the needs of the average Malaysian consumers by offering quality products at bargain prices, which ultimately poised to grow to 500 outlets nationwide.

PRODUCT DEVELOPMENT AND NETWORK DISTRIBUTION

The Group is actively innovating more value-added IT services, while strengthening its core software solutions business. Various strategies have been put in place to improve internal strength, build new capabilities as well as establish new distribution channels to capture bigger market share. This was evident in the development of Genuine Care, a unique “Pick & Return” service with extended warranty options for ICT devices ranging from laptop, tablet,mobile to desktop,etc. It is not a one-size fit all, but customers will find a package that will suit his or her unique needs.

Ingenuity further strengthened its software solutions unit by establishing wider dealer network, developing stronger brand for its products through participation in Small and Medium Enterprise (“SME”) forums, ICT roadshows, computer fairs and collaborating with various training institutions. The Group has held more than 7 roadshows and collaborative activities thus far. In addition, the Group had successfully implemented the Software as a Services (“SaaS”) model to distribute its Accounting and Enterprise Resource Planning (ERP) software solutions, while exploring the feasibility of implementing the “SaaS” model for its clinic management software solution.

As the Group strives to capture a bigger market share in the ICT sector, it will continue to strengthen its ICT distribution network mainly in the computer hardware and off-the-shelf software products. To ensure efficient operations coordination with resellers and smooth expansion of the ICT distribution business, an effective “ERP” system, payment gateway and centralised logistics distribution strategy have been established and successfully implemented. The centralised payment gateway will be rolled-out in phases this year starting with ICT hardware products bundled with telecommunications services via credit card facility through various banks and is expected to be fully completed for the rest of ICT hardware and software by second quarter of 2013.

The enhancement of products and services, expanded management team as well as strengthened distribution channels are the few critical areas to ensure the success of Ingenuity’s transformation journey.

Chairman’s Statement

cont’d



OUTLOOK AND PROSPECTS

The year ahead will be one filled with challenges as 2012 is another exciting year for the ICT industry. Nevertheless, the Group’s perspective is that within every adversity is an equal or greater opportunity. Businesses in this region cannot afford to be caught in the technology gap if they want to prosper in a technology driven economy, and Ingenuity can help in bridging the gap.

While acknowledging that some companies shrink its spending, we are optimistic that many organisations will deploy technology to drive growth as there has been a shift in focus from operational efficiency and cost reduction to a stronger emphasis on growth, customers, and innovation. One of the first obvious effects of this type of technology is the social media and cloud-driven transformation of whole industries. Running a cloud-based business, for example, allows the company to gain access to new services, as well as lower operational costs.

Moving forward, we will go all-out to increase our market share by focusing on the growing telecommunications products distribution and services, IT hardware and software distribution and services, new IT products and solutions development, and recruiting pool of talents while strengthening our position in payment gateway. As Ingenuity strives to develop strategic partnerships with hospitals and Ministry of Health on implementation of Integrated Hospital Information System, the Group will continue to enhance and expand its ICT distribution channels. The expansion of the ICT products distribution business would generate lucrative returns to the Group in view of the uptrend momentum in market demand. Our pipeline for acquisitions and sub-acquisitions will continue to build to generate bigger market share in the ICT sector.

Notwithstanding the above, Ingenuity will continue to enhance without sacrificing its core business in the IT software solutions. According to a report by IDC, cloud computing and Software as a Service (SaaS) will significantly outpace traditional software product delivery in the region. Ingenuity has also begun shifting into this consumer trend by providing our customer with an option to adopt SaaS. The Group will continue to expand its system integration and services business, which is expected to be of higher margin,and provides network implementation services, technology consulting services, electronic-commerce implementation solutions, infrastructure planning and technical support and training services.

Together with on-going improvements in its products line as well as continued acquisition of strategic partners, the strategy is expected to boost sales turnover to RM800 million and Group’s profit of RM12.5 million for the new financial year 2012/2013. The management team firmly believes that these targets can be achieved and is planning to see a 20% improvement the following financial year.

Analyst firm, Gartner forecasted that spending on information technology (IT) products and services by enterprises in Malaysia is expected to reach RM31.5 billion in 2012, up 6.1 percent over 2011. This is further supported by the government’s initiatives, Economic Transformation Programme (ETP) and Government Transformation Programme (GTP), which are either ICT driven or ICT-intensive. Thus given the much more encouraging ICT industry outlook in Malaysia, Ingenuity will redouble its efforts to reach for even greater heights. Ultimately, the Group aspires to transfer its current listing status onto the Main Market of Bursa Malaysia within the next 3 years and if circumstances permit, before the said 3 years. This is the next level of achievement aimed as this will help bring the company to a much better position and its core status when dealing with much larger corporations and expanding its businesses to overseas regions.

ACKNOWLEDGEMENT AND APPRECIATION

On behalf of the Board of Directors, I would like to thank and express my heartfelt appreciation to management and employees for their unwavering support, hard work and the commitment to the Group. The Board of Directors would also like to extend a warm welcome to Low Gah Luen and Lim Boon Hong who joined the Board on 27 February 2012 as an Executive Director and on 4 June 2012 as an Independent Non-Executive Director respectively. In the meantime, we would like to thank Ahmad Ruslan Zahari Dato’ Dr. Zakaria, Abdul Rahman bin Shakor, Shaliza Binti Sabtu and Tan Sin Chong for their exceptional service and invaluable contributions to the Board.

Finally, I would like to express my gratitude to all shareholders, stakeholders, business partners, media members as well as relevant governing authorities and regulatory bodies for their continuous support in the Group.

DATO’ FEROZ BIN A S MOIDUNNY

Chairman’s Statementcont’d



FinancialHighlights

(RM’000) 2008 2009 2010 2011 2012

Revenue 9,634 11,536 5,346 6,221 63,930

Loss before tax (5,581) (2,326) (3,431) (1,417) (3,131)

Net loss after tax (5,595) (2,332) (3,321) (1,411) (3,205)

Total Assets 18,490 16,250 12,470 12,283 88,304

Total Liabilities 887 979 520 271 40,437

Revenue(RM’000)

2008 2009 2010 2011 2012

9,63

4

11,536

5,34

6

6,22

1

63,930

Loss Before Tax(RM’000)

2008 2009 2010 2011 2012

(5,581

)

(2,326

)

(3,431

)

(1,417

)

(3,131

)

Net Loss After Tax(RM’000)

2008 2009 2010 2011 2012

(5,595

)

(2,332

)

(3,321

)

(1,411

)

(3,205

)

Total Assets(RM’000)

2008 2009 2010 2011 2012

18,490

16,250

12,470

12,283

88,304

Total Liabilities(RM’000)

2008 2009 2010 2011 2012

887

979

520

271

40,437


Annual Report 2012

Winning Team SpiritOur people are our strength. We foster a winning team spirit and a caring attitude, while earning loyalty and commitment. One man can be a crucial ingredient on a Team, but one man cannot make a Team. Ingenuity’s strong team spirit is our way of life that propels us to the winning edge.



Audit CommitteeReport

The Audit Committee was established to fulfill the principles of accountability, integrity and good corporate governance in assisting the Board independently in discharging its responsibilities of reviewing and monitoring the Group’s financial process, audit process, statutory and regulatory compliance, code of business conduct, and other matters that the Board or the relevant authorities may specially delegate to the Audit Committee.

The Audit Committee Report spells out the Audit Committee composition, terms of reference, summary of activities and/or any material findings that may have affected the Group’ performance, controls and operations during the year in review.

MEMBERSHIP & COMPOSITION

The Audit Committee members are appointed by the Board amongst the Board members. The Chairman of the Audit Committee shall be elected among its members who shall be an Independent Director. Alternate directors shall not be members of the Audit Committee.

In accordance with Rule 15.09 of the Ace Market Listing Requirement, the Audit Committee shall consist of a minimum of three (3) members, all of whom must be non-executive directors, with majority of them being independent directors and at least one (1) member of the Committee fulfilling the following conditions:-

a) Must be a member of the Malaysian Institute of Accountants; or

b) If he is not a member of the Malaysian Institute of Accountant, he must have at least three (3) years working experience in the accounting field, and

i) Must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act 1967; or

ii) He must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or

c) Fulfills such other requirements as prescribed by Bursa Malaysia Securities Berhad

The current composition of Audit Committee is as follow:-

Chairman - Ng Kok Hok (Independent Non-Executive Director)Members - Tham Kah Yong (Independent Non-Executive Director) - Lim Boon Hong (Independent Non-Executive Director)

TERMS OF REFERENCE

The terms of reference of the Audit Committee is authorised by the Board and is intended to assist the Board independently in further fulfilling the Board’s duties and responsibilities which includes reviewing, monitoring and highlighting the Group’s financial reporting process, audit process, statutory and regulatory compliance and code of business conduct.

The Audit Committee functions independently within its charter from other directors and office of the Group or the Company and may regulate its own procedures including the calling of meetings, notices to be given of such meetings, voting and its proceedings, keeping of minutes, production and inspection of such minutes.

In implementing or carrying out its term of reference and duties, management, internal auditors and officers of the Company are required to give full co-operation in providing information and resources to the Audit Committee as and when required.

The Audit Committee’s terms of reference are as follows:

(a) To review the Group’s quarterly and yearly statement of financial position, statement of comprehensive income, statement of cash flow and notes to the financial report.

(b) To review and make necessary recommendations on the Group’s quarterly management announcements to ensure adherence to the approved accounting standards, accounting policy, listing and other requirements.



TERMS OF REFERENCE cont’d

The Audit Committee’s terms of reference are as follows: cont’d

(c) To ensure compliance to existing and new accounting standards as well as highlighting significant issues and any accounting judgments to the Board.

(d) To review the consistency and compliance of the Group and its subsidiaries overall accounting policies and regulatory reporting process.

(e) To evaluate and assess the adequacy and integrity of the Group’s processes in relation to the overall audit process and internal control environment during the year.

(f) To highlight significant capital commitments, contingent liabilities any litigations against or taken by the Group.

(g) To review all related party transactions to ensure the transactions are conducted on normal commercial terms within the Company or the Group.

(h) To review with the external auditors the audit work plan for the annual audit and review the work scope and results of the audit procedures.

(i) To nominate a person or persons as external and internal auditors.

(j) To review with the external and internal auditors, the evaluation of the system of internal controls, the audit process and audit reports.

(k) To ensure there is an adequate control system on check and balance.

(l) To verify the allocation of options to the eligible employees pursuant to the Company’s Share Option Scheme (if any) during the financial year.

(m) To carry out any other duties and rights assigned by the Board within its charter or as per Bursa Malaysia Listing Requirements.

(n) To call and convene meetings with external auditors, internal auditors and officers of the Company as and when required.

(o) To review, highlight and recommend solutions to the Board and Management on material internal control and internal audit matters highlighted by internal auditors.

MEETINGS AND ATTENDANCES

The committee is scheduled to meet at least four (4) times in each financial year with at least two (2) members present and the Company Secretary as the secretary of the Committee. The Committee may invite designated directors, the Chief Executive Officer, key senior management and the auditors (internal and external) to be present during the Audit Committee meetings. The minutes of each Audit Committee meeting will be circulated to all Board members at the subsequent Board meeting.

During the financial year, there were five (5) Audit Committee meetings held and were duly attended by the members as shown below:

Audit Committee members Attendance

Ng Kok Hok 5/5

Tham Kah Yong 5/5

Abdul Rahman Bin Shakor (resigned on 6.3.2012) 5/5

Lim Boon Hong (appointed on 4.6.2012) N/A

Audit Committee Reportcont’d



SUMMARY OF ACTIVITIES

Activities carried out by the Audit Committee during the financial year ended 31 March 2012 include the following:

• Review the quarterly and year end unaudited financial results and make necessary recommendations to the Board prior release to the relevant authorities and public on:- Compliance with existing and new accounting standards, policies and practices.- Highlight any significant adjustments or usual events.- Compliance with Listing Requirements of Bursa Malaysia Securities Berhad, Companies Act 1965 and other

regulatory requirements.

• Review the external auditors’ year end report on the statutory financial statements of Group’s statements of financial position and statements of comprehensive income and its subsidiaries, and thereafter recommend to the Board of Directors for their consideration.

• Ensure managements’ compliance and adherence to laws, regulations, established policies, plans and guidelines on operational and reporting procedures.

• Review management letter and/or material findings highlighted by the external and internal auditors in relation to the audit program and major accounting issues that may have arisen during the course of the statutory and internal audit, to ensure that management has taken all necessary, acceptable and reasonable steps to address the findings.

• Make enquiry if there are any Related Party Transactions and to review to ensure the Related Party Transactions, if any, are on ordinary commercial terms and are not favorable to the related party than is generally available to the public, and that the transactions are not detrimental to the minority party.

• Review the internal audit scope of work and its finding at every quarter, and to highlight to the Board on any material findings.

• Review when necessary any special assignments approved by the Board that were undertaken by Management, which includes staff reorganisation, accounting policy and credit control.

INTERNAL AUDIT FUNCTION

The Board is responsible for the fair presentation of the financial statements in accordance with the Financial Reporting Standards and the Malaysian Companies Act, 1965. As the Non-Executive Directors are not involved in the operations of the Company, it will need to rely on the information provided, and the information must be fair, reliable and as accurate as possible. The establishment of the internal Audit Function provides the Directors and the Audit Committee with an independent assessment and appraisal/review of the effectiveness and reliability of the Group’s internal controls and information system.

The internal audit function includes the review, assessment and provision of reasonable assurance that the Group’s internal control are functioning as planned and able to highlight all material deviation or findings to the Audit Committee immediately. To maintain impartiality and independence, the internal auditors report directly to the Audit Committee on the overall assessment of the Group’s internal control mechanism.

To further discharge its duties and responsibilities effectively, the internal auditors can obtain the assistance of the group’s senior management and staff in providing all the necessary information as and when required.

The Group’s internal audit was carried out by a professional and independent advisory firm appointed by the Board with the recommendation of the Audit Committee. The cost incurred for the internal audit function for the year ended 31 March 2012 amount to RM 18,000.00

During the financial year, there were no material deviation or weakness in the internal control system that were highlighted by the Group’s internal or external auditors; and the internal control mechanism/ process has provided sufficient assurance and obtained a reliable and fair appraisal of the Group’s internal control mechanism.

Audit Committee Report

cont’d



Statementof Corporate Governance

A Statement of Corporate Governance in essence highlights the Group and Company’s commitment towards adopting, upholding and complying with the best practices as set out in the Malaysian Code of Corporate Governance.

The Board of Directors (“the Board”) of Ingenuity Solutions Berhad affirms its commitment in adopting and maintaining a high standard of accountability, responsibility and transparency in the Group’s daily business operations and affairs. The committees ensure that the best practices and principles set out in Malaysian Code of Corporate Governance are adhered to, whether possible, towards building and enhancing long term shareholders’ relationship and values.

A. BOARD OF DIRECTORS

As in any organisation, the Board of Directors is at all the pinnacle of that organisation’s hierarchy structure. Members of the Board with the relevant experience and expertise are entrusted with the Group’s stewardship, strategic business direction and vigilance over the business operations and control. While the Board is not involved in the day-to-day affairs and operations of the Group, it discharges its duties and responsibilities mainly by concentrating its decision making process on vital business strategies, key investments, financial performance analysis and the Group’s compliance towards regulatory frameworks. The profile of each Director is presented in the Director’ Profile in this Annual Report.

(i) Composition

The Board is currently made up of six (6) members, comprising the Non-Independent Non-Executive Chairman, two (2) Executive Directors and three (3) Independent Non-Executive Directors. The Board practices a clear demarcation of responsibilities and independence. The Chairman holds a Non-Executive role for the better transparency in conducting Board meetings especially when overseeing the implementation of sensitive Board’s decision and policies.

The roles and fiduciary duties of the Chairman and the Chief Executive Officer are clearly delineated for better corporate governance. The Chairman is responsible for ensuring the Board and its members function effectively, and the Chairman has authority over the general agenda and standard of conduct at each Board meeting. The Secretary of the Board meeting will assist the Chairman to ensure that all Directors are provided with the relevant information on a timely basis prior to each meeting. The general agenda may include minutes of previous meetings of the Board, quarterly financial results of the Group, issues requiring the Board’s deliberation and approval and other reports.

At each Board meeting, the Executive Directors together with the Chief Financial Officer will have the overall responsibility to brief the Board on the Group’s general state of affair, financial and operational activities, and progress of any previous Board’s policies and decisions. They will be responsible to highlight and provide a resolution (whenever possible, for the Board to decide) on any material subject in regards to the management, operation and performance of the Group’s business.

The Independent Non-Executive Directors play an important role in providing a balanced voice and independent view in the decision making process by the Board members. The Independent Non-Executive Directors bring to the board room a balanced, non-conflicting and objective judgment on any sensitive Board’s decisions to safeguard shareholders, investors and the minority interest. Bursa Malaysia Securities Berhad ACE Market Listing requirements further states that one third of the Board members need to be independent members.

(ii) Board Meetings

The Board met five (5) times during the financial year ended 31 March 2012. The attendance of the Board members at the meetings were as follows:-

Board of Directors No. of meetings attended

Dato’ Feroz Bin A S Moidunny 4/5

Wong Hun Liang 5/5

Low Gah Luen (appointed on 27.2.2012) 1/1

Ng Kok Hok 5/5

Tham Kah Yong 4/5

Lim Boon Hong (appointed on 4.6.2012) N/A



A. BOARD OF DIRECTORS cont’d

(iii) Committees

The Board established three (3) Committees with specific key responsibilities and terms of reference in order to better assist the Board in deliberating issues on a detailed manner, resolve and propose recommendations to the Board members for their deliberation and resolution. The members of these Committees are selected from the Board members of whom are mostly Independent Non-Executive Directors.

These committees operate with clear defined terms of reference and function independently from the Board. An Independent Non-Executive Director is normally selected to Chair the respective Committee meeting and the majority of the Committee members are Independent Non-Executive Directors, to ensure a high standard of corporate governance is adopted by these committees. The respective Committee hold meetings independently from Board meetings, and members of the Board and management can/may be invited by the Chairman of the respective Committees to be present during these Committee meetings.

The Committees in which the Board has delegated specific terms of reference and responsibilities are as follows:

• Audit Committee (refer to Audit Committee Report in this Annual Report)• Nomination Committee• Remuneration Committee

Nomination Committee

The Nomination Committee is responsible for ensuring that the Board has the appropriate balance composition and size, the required skills mix, experience, and other core competencies; and is also responsible for considering and recommending the appointment of new Directors to the Board. The Nomination Committee is also instrumental in recommending individuals for key positions within the Group.

The existing Nomination Committee comprises three (3) members exclusively Independent Non-Executive Directors:-

Chairman : Tham Kah Yong (Independent Non-Executive Director) Members : Ng Kok Hok (Independent Non-Executive Director) Lim Boon Hong (Independent Non-Executive Director)

Terms of reference of Nomination Committee:-

(1) To nominate suitable individuals and recommend their appointment as Board Members of Ingenuity Solutions Berhad and its subsidiary and associated companies.

(2) Review the performance of the Board members of Ingenuity Solutions Berhad and its subsidiaries and associated companies.

(3) To review the effectiveness of the Board and the board of subsidiary and associated companies.

(4) Recommend to the Board on selection of Directors and Senior Management (if so) to fill the Board and the Committees.

(5) Carry out the specific duties and responsibilities per terms of reference as delegated by the Board.

Remuneration Committee

The remuneration Committee is responsible for recommending to the Board the compensation and benefits package and salary scale, the basis for bonus and salary increments for the executives of the Group. The objective of the Remuneration Committee is to attract and retain high caliber executives needed to run and manage the Company successfully.

Statement of Corporate Governance

cont’d




(iii) Committees cont’d

Remuneration Committee cont’d

The Remuneration Committee is also responsible for recommending to the Board of remuneration and benefits package and the terms and condition of service of the Executives Directors. The remuneration package of Non-Executive Directors is also reviewed by the Committee and recommended to the Board thereafter.

The current Remuneration Committee comprises three (3) members, the majority of whom are Independent Non-Executive Directors:-

Chairman : Ng Kok Hok (Independent Non-Executive Director) Members : Tham Kah Yong (Independent Non-Executive Director) Lim Boon Hong (Independent Non-Executive Director) Low Gah Luen (Executive Director)

Terms of reference of Remuneration Committee:-

(1) Review and recommend to the Board on the Directors’ fees and remuneration package for Directors.

(2) Review Service Contracts for Executive Directors and Chief Executive Officer.

(3) Review and recommend to the Board the remuneration package for Senior Management of the Group with designation of General Manager (or equivalent) and above.

(4) Consider and recommend payments like ex-gratia, bonus, incentives, retirement and salary review of executives within the Group.

(iv) Supply of information

To effectively discharge its duties and responsibilities, Board members are supplied with full and timely access to information concerning the Group’s operations and financial status on a regular basis. At every financial quarter, the Board will meet at least once to approve the Group’s quarterly announcement to Bursa Malaysia Securities Berhad. The Management and the Group’s Secretary will be responsible to prepare, on a timely basis, all agendas and board papers containing the relevant information for the Board to deliberate on. The Board papers are circulated prior to each Board meetings to enable Board members to facilitate informed and timely decision making. The Board will normally request the presence of the Chief Executive Officer, Secretary, Management, Internal and/or External Auditors to report on the Group’s financial, operational and corporate developments. If so required, the Board may also request for professional and independent advice before making any decision and resolution.

(v) Appointment and Re-election of Director

The Nomination Committee ensures that all appointments of new directors to the Board are properly made with an established and transparent procedure and in compliance with the rules of the relevant authorities. Any appointment of additional director will be made as and when it is deemed necessary by the existing Board with due consideration given to the mix skills, expertise and experience required for an effective Board.

Pursuant to the Company’s Articles of Association, one-third (1/3) of the Directors including the Managing Director, shall retire from office, at least once in three (3) years. Retiring directors can offer themselves for re-election. Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next Annual General Meeting held following their appointment. Directors over seventy (70) years of age are subject for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

Statement of Corporate Governancecont’d




(vi) Directors Training

In line with the constant changes in rules and regulations, information technology and business environment, all Directors are encouraged to attend continuous training to further their knowledge and equip themselves with the know-how and knowledge to effectively discharge their duties. Directors’ training programmes and seminars are deemed individually or collectively useful towards keeping the Board abreast with current development and changes in laws and regulations.

During the financial year, two Board members have attended training programmes as follows:

Director Course Attended

Ng Kok Hok - The Securities Commission’s New Corporate Governance Blueprint

- Oxford Union Style CG Debate (Motion) Independent Directors Are A Myth

- Taking Socially Responsible Investment Practices Forward

Low Gah Luen Mandatory Accreditation Programme

Save for the abovementioned, the other Directors did not attend any formal training in financial year 2012 due to hectic work schedules. However, they continue to equip themselves through the informal briefings from the panel colleagues and company secretary on the changes in the rules and regularity and code of corporate governance, to keep abreast with new regulatory developments.

B. DIRECTORS’ REMUNERATION

Directors’ remuneration includes directors’ salary, other emoluments and fee received during the year. The fee of each Director commensurates with that director’s responsibility, contribution and job scope. The fee received by the Directors of the Company is subsequently approved by shareholders at the Company’s Annual General Meeting. The Remuneration and Nomination Committees further ensure the Group attracts and retains the right caliber Directors with the appropriate remuneration, necessary skills and experience.

Directors’ Remuneration Package

The Directors’ remuneration for the financial year ended 31 March 2012 is as follows:-

Executive Directors Non-Executive Directors

(RM) (RM)

Salaries and other emoluments 207,765 -

Fees 12,000 38,000

Range of Remuneration Executive Directors Non-Executive Directors

Below RM50,000 2 8

RM50,001 to RM100,000 - -

RM100,001 to RM150,000 - -

RM150,001 to RM200,000 - -

RM200,001 to RM250,000 1 -


cont’d



C. DIRECTORS’ RESPONSIBILITY FOR PREPARING THE ANNUAL FINANCIAL STATEMENTS

The Board is collectively responsible to ensure that the financial statements, the results and cash flow will give a comprehensive and fair view of the Group’s financial position at the end of the relevant financial year.

The Directors need to ensure that the financial statements are prepared in accordance with the applicable approved accounting standards, the provisions of the Companies Act, 1965 and the Listing Requirements of Bursa Malaysia Securities Berhad. The Board has responsibility for ensuring that proper accounting records are kept with reasonable accuracy, the disclosure of financial position of the Group, and to ensure that the financial statements comply with the approved accounting standards and Listing Requirements. The Directors also have overall responsibilities for taking such reasonable steps to safeguard the assets of the Group and to take measures to prevent and detect frauds and other irregularities.

The Board believes they have applied all appropriate accounting policies on a consistent and prudent basis, and made reasonable and necessary judgments and estimates to ensure that the financial statements for the year ended 31 March 2012 provide a true and fair view of the Company’s financial position and affairs.

The Statement of Directors’ Responsibility is disclosed in this Annual Report.

D. INVESTOR RELATIONS AND COMMUNICATION WITH SHAREHOLDERS

The Board recognises the important of effective communication with its investors and shareholders. Key investor relation activities include meeting with financial analysts and fund managers and participating in teleconferences with analysts as and when deemed necessary. Presentations are made to potential investors and shareholders, based on the guidelines of the Listing Requirements.

Group’s corporate proposals, quarterly and annual financial results and other required announcement are made on Bursa Malaysia Securities Berhad on a timely basis and are available for public access on the internet via Ingenuity’s website at http://www.ingenuity.com.my and Bursa Malaysia’s website at http://www.bursamalaysia.com.

The Annual General Meeting (“AGM”) provides a platform for both private and institutional shareholders to share viewpoints and acquire information on issues relevant to the Group. At the AGM, shareholders are encouraged to participate dialogue with the Board members on the Group’s business operations in general. The Notice of the AGM and related documents are issued to shareholders at least twenty-one (21) days before the meeting.

To keep the general public informed, the Group would disseminate copies of its annual report in either CD-ROM or hard copy format to all relevant media and/or press immediately following the AGM. Shareholders will be invited to raise any questions that they may have in relation to the Group’s performance and its business operations.

The Group’s website (www.ingenuity.com.my) provides a vital communications channel for investors, shareholders, business partners and clients to access corporate information and news and events related to the Group. The website is updated periodically to reflect the developments within the Group and its used as a marketing platform to reach out to the world at large.

Statement of Corporate Governancecont’d



E. ACCOUNTABILITY AND AUDIT

The Board takes reasonable steps to provide a balances and comprehensive assessment of the Group’s financial performance and prospects, primarily through the annual report and quarterly financial statements by way of:-

(i) Internal Control

The Board recognises the important of maintaining a sound system of internal controls, including operational, compliance and risk assessment, to safeguard the shareholders’ investment and the Group’s assets. The Board is aware that the system, by its nature, can only provide reasonable but not absolute assurance against all material misstatement, loss or fraud. As total risks cannot be entirely eliminated, the Board strives to ensure that the Group’s process and procedures that are put in place will minimize and manage key risk areas with the assistance of the Management, Audit Committee and Auditors. This ensures that ongoing reviews are carried out continuously to safeguard the Group’s assets. (The Statement of Internal Control provides an overview of internal control activities during the year.)

(ii) Financial Reporting

Prior for Board’s recommendation, the Audit Committee, having better understanding of financial regulations and requirements, is empowered by the Board to review the Group’s financial statements to ensure conformance with all applicable approved accounting standards and Listing Requirements. The Audit Committee report with its terms of reference (furnished in this Annual Report) provides a better understanding of the Audit Committee’s responsibilities and work scope during the year.

(iii) Relationship with Auditors

The Board is collectively responsible for the Group’s overall financial statement presentation. As the Board is not involved in the day to day operations, it needs to rely not only on Management for information, but also the external and internal auditors to ensure that the Board can present a balanced and meaningful assessment of the Group’s financial statements. External auditors are invited to brief the Board on the Group’s financial statement and position, while the internal auditors will present their report/findings at every quarter on the Group’s internal controls mechanism highlighting areas of weaknesses and strength.


cont’d



AdditionalCompliance Information

(i) Utilisation of proceeds raised from rights issue

On 22 July 2011, the Company successfully raised RM 24.319 million through a rights issue exercise. The proceeds have been utilized as follows:-

Purposes

Proposed Utilisation

RM’000

Actual Utilisation as at 31 March 2012

RM’000Balances

RM’000Estimated Timeframe

for utilisation

Business expansion 23,319 14,195 305 Within two (2) years from listing of the

Right Issue shares

Rights issue expenses 1,000 695 305* Within three (3) months from listing of

the Right Issue shares

Total 24,319 14,890 -

* The balance in the rights issue expenses was transferred to the business expansion.

(ii) Share Buybacks

For the financial year ended 31 March 2012, the Group did not enter into any share buyback transactions.

(iii) Options, Warrants or Convertible Securities

The Company issued 182,392,287 new free detachable warrants on the basis of three (3) warrants for every four (4) rights shares subscribed, with Rights Share at an issue price of RM0.10 each.

The Company did not issue any options or convertible securities during the financial year.

(iv) Depository Receipts Programme

The Company did not sponsor any Depository receipt programme for the financial year ended 31 March 2012.

(v) Sanctions Imposed and/or Penalties

There were no sanctions or penalties imposed on the Group and its subsidiaries, directors or management by the relevant regulatory bodies during the financial year ended 31 March 2012.

(vi) Non-audit fees

Non-audit fee paid or payable to the external auditors by the Company for the financial year ended 31 March 2012 was RM129,500.00 (2011 : RM6,800.00).



(vii) Profit Guarantee

The Company entered into profit guarantee agreement with Landasan Simfoni Sdn Bhd and Titanium Hallmark Sdn Bhd on 20 October 2011 undertake guarantee the Company on the audited profit after tax of Vistavision Resources Sdn Bhd. There was no shortfall in the profit guarantee received by the Company for the financial year ended 31 March 2012.

(viii) Variation in Results

There was no deviation of 10% or more between the profit after taxation stated in the unaudited fourth quarter ended 31 March 2012 as previously announced and the audited financial statements of the Group for the financial year ended 31 March 2012.

(ix) Material Contract

For the financial year ended 31 March 2012, there were no material contracts entered into by the Group and its subsidiaries, which involved Directors’ or major shareholders’ interests.

(x) Corporate Social Responsibility Activities or Practices

The Company did not undertake any corporate social responsibility activities or practices during the financial year under review.

(xi) Recurrent Related Party Transactions of a Revenue Nature

There were no recurrent related party transactions of revenue or trading nature during the financial year ended 31 March 2012.

Additional Compliance Information

cont’d



Statementon Internal Control

INTRODUCTION

The Board is pleased to provide the following statement of internal control in compliance with Rule 15.26(b) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad Listing Requirement and the Malaysian Code of Corporate Governance in the Group.

BOARD’S RESPONSIBILITY

The Malaysian Code on Corporate Governance (revised in October 2007) prescribes as a principal of Corporate Governance that the Board of Directors should maintain a sound system of internal control to safeguard shareholders’ investment and the Company’s assets. The Board recognizes the important of sound internal controls and risk management practices to good corporate governance. The related principal responsibilities of the Board in relation to internal controls are set out below:

Identifying principal risks and ensuring the implementation of appropriate control systems to manage these risks.

Reviewing the adequacy and the integrity of the Company’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

The Board affirms that its overall responsibility is maintaining and implementing an adequate and effective internal control system on an ongoing basis to identify, evaluate, monitor and manage significant business risks or internal control failures. The Board wishes to highlight that in any internal control systems (which covers not only financial but operational and compliance controls as well), it does have inherent limitations; and the internal control systems can only provide reasonable and not absolute assurance against all business and financial risk, human error or deliberate circumvention of the controls that were put in place.

The Board is assisted by the Management in the implementation of the Board’s policies and procedures on risk and control by identifying and assessing the risks faced, and in the design, operation and monitoring suitable internal controls to mitigate and control these risks.

INTERNAL CONTROL STRUCTURE, ELEMENTS AND PORCESSES

The Group’s internal control mechanism provides both an integral framework and effective monitoring tool in ensuring that the business operates without major disruptions, material losses mitigated and compliance to applicable laws and regulations adhered to during the year.

The Board ensures financial and operational review are conducted periodically by the management and advisors in order to identify, manage and address current or future events that may affect the Group’s operations, controls and business plans, which includes the following:

• Organizational Structure

The organisational structure ensures that the roles and responsibilities of the Board and management are clearly defined in ensuring effective discharge of roles and responsibilities that will provide authority limits, terms of reference and functions with clear hierarchical reporting procedures within the Group. The Executive Directors and Chief Financial Officer lead all board papers presentation with the assistance of the respective Heads of Divisions and reports to all the Board on all pertinent issues that may affect the Group’s business and operations.



INTERNAL CONTROL STRUCTURE, ELEMENTS AND PORCESSES cont’d

• Management, Audit, Nomination and Remuneration Committees

Management Committee meetings are held and attended by senior personnel to address operational issues, budgets, performance, business review/planning and control management. Key personnel will be invited from the respective subsidiaries and divisions to provide monthly and quarterly reports to the Management Committee on their performance, compliance, strategic plans and highlight major issues that need attention.

The Executive Directors and Chief Financial Officer will report material findings and/or variances highlighted by the Management Committee to the Board, and the Board will review its implication to the Group and provide recommended strategies to address them.

The Nomination Committee and Remuneration Committee, whose majority members consist of independent directors, was established to maintain a higher level of Corporate Governance and exercise independence judgment and decision in discharging the duties of nominating and remunerating directors, management and key personnel based on performance, skills and experience.

• Documentation and Procedures

To ensure subsidiaries, business units, divisions and employees are working coherently to achieve the Group’s overall business objectives, corporate policies and procedures of the Group are clearly documented and disseminated through internal memorandums, staff briefings and operational meetings.

INTERNAL AUDIT FUNCTION

The Group’s internal audit function is outsourced to an independent professional firm that specialises in the provision of internal audit services at a cost of RM18,000 during the year. In addition, the internal audit function is responsible to conduct consistent and systematic review on the adequacy and integrity of internal control systems to provide reasonable assurance to ensure risks are appropriately identified and mitigated. The Board and Audit Committee believes that this ensures a professional yet independent assessment is obtained on the Group’s internal control mechanism.

INTERNAL CONTROL SUMMARY

During the year, the Board is of the opinion that the internal control system has been adequate and effective; and there were no major internal control failures that may have resulted in material losses or contingencies to the Group. To ensure the effectiveness, reliability and relevance of the internal controls, the Management under the supervision of the Board and input from the internal auditors will continuously improve on the internal control systems that are in place so that shareholders’ investment and the Group’s assets are consistently safeguarded.

Statement on Internal Control

cont’d

Financial Statements

32 Directors’ Report36 Statement by Directors36 Statutory Declaration37 Independent Auditors’ Report 39 Statements of Financial Position40 Statements of Comprehensive Income 41 Statements of Changes in Equity 43 Statements of Cash Flows46 Notes to the Financial Statements



Directors’Report

The Directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2012.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding.

The principal activities of the subsidiary companies are disclosed in Note 7 to the Financial Statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiary companies during the financial year.

FINANCIAL RESULTS

Group Company

RM RM

Net loss for the financial year 3,205,391 1,026,273

Attributable to:-

Owners of the parent 3,205,391

DIVIDENDS

There were no dividends paid or declared by the Company since the end of the previous financial year.

The Directors did not recommend any dividend for the current financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year.

ISSUE OF SHARES AND DEBENTURES

During the financial year, the following shares of RM0.10 each were issued:-

Date of issue Class of shares Number of shares Purposes of issue Terms

19.7.2011 Ordinary 243,189,716 Working capital Cash

16.2.2012 Ordinary 154,520,000 Acquisition of subsidiary companies Other than cash

There were no debentures issued during the financial year.



Directors’ Report

cont’d

RIGHTS SHARE CUM WARRANTS ISSUE

On 19 July 2011, the Company allotted and issued 243,189,716 rights shares together with 182,392,287 warrants at an issue price of RM0.10 each on the basis of 4 rights shares together with 3 free detachable warrants for every 2 existing ordinary shares held in the Company on 6 June 2011 (“Warrant 2011/2016”). Each Warrant 2011/2016 entitles the registered holder to subscribe for 1 new ordinary share in the Company at any time on or after 19 July 2011 to 18 July 2016, at an exercise price of RM0.10 in accordance with the Deed Poll. Any warrant not exercised by the date of maturity will lapse thereafter and cease to be valid for all purposes. As at the reporting date, none of the Warrants 2011/2016 is exercised.

The ordinary shares issued from the exercise of Warrants 2011/2016 shall rank pari passu in all respects with the existing issue ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions declared, the entitlement date of which is prior to the date of allotment of the new shares arising from the exercise of Warrants 2011/2016.

The Warrants 2011/2016 are constituted by a Deed Poll dated 9 June 2011.

INFORMATION ON THE FINANCIAL STATEMENTS

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:-

(a) to ascertain that 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 adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their value as shown in the accounting records of the Group and of the Company have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:-

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

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or

(c) 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; or

(d) not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.

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, in the opinion of the Directors, will or may affect the ability of the Group and of the Company to meet its obligations as and when they fall due.

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

(a) 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 liability of any other person; or

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



OTHER STATUTORY INFORMATION

The Directors state that:-

At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.

In the opinion of the Directors:-

(a) the results of 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; and

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of operations of the Group and of the Company for the current financial year in which this report is made.

DIRECTORS

The Directors in office since the date of the last report are as follows:-

• Dato’ Feroz Bin A S Moidunny (Chairman, Non-Independent Non-Executive Director)• Wong Hun Liang (Executive Director) • Ng Kok Hok (Independent Non-Executive Director)• Tham Kah Yong (Independent Non-Executive Director)• Low Gah Luen (Executive Director, appointed on 27.2.2012)• Lim Boon Hong (Independent Non-Executive Director, appointed on 4.6.2012)• Shaliza Binti Sabtu (Non-Independent Non-Executive Director, retired on 20.9.2011)• Ahmad Ruslan Zahari Bin Dato’ Dr. Zakaria (Executive Director, resigned on 6.3.2012)• Abdul Rahman Bin Shakor (Independent Non-Executive Director, resigned on 6.3.2012)• Tan Sin Chong (Non-Independent Non-Executive Director, resigned on 1.6.2012)

According to the Register of Directors’ Shareholdings, the beneficial interests of those who were Directors at the end of the financial year in the shares of the Company and its related corporations were as follows:-

Number of ordinary shares of RM0.10 each

Interest in the Company At 1.4.2011 Bought Sold At 31.3.2012

Direct interest

Tan Sin Chong 20,000 - - 20,000

Deemed interest

Dato’ Feroz Bin A S Moidunny* 32,832,308 65,664,616 - 98,496,924

Wong Hun Liang * 32,832,308 65,664,616 - 98,496,924

Low Gah Luen ^ - 78,805,200 53,305,200 25,500,000

* deemed interest by virtue of their shareholdings in Firstwide Success Sdn. Bhd.^ deemed interest by virtue of his shareholdings in Landasan Simfoni Sdn. Bhd.

By virtue of Mr. Tan Sin Chong, Dato’ Feroz Bin A S Moidunny, Mr. Wong Hun Liang and Mr. Low Gah Luen’s direct and indirect interest in the shares of the Company, they are also deemed to have interest in the shares of all the subsidiary companies to the extent that the Company has an interest under Section 6A of the Companies Act, 1965.

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

Directors’ Reportcont’d



DIRECTORS’ BENEFITS

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

Since the end of the previous financial year, no Directors have received or become entitled to receive any benefits (other than as disclosed in Notes 21 and 26 to the Financial Statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

AUDIT COMMITTEE

The members of the Audit Committee are:-

• Ng Kok Hok (Chairman)• Tham Kah Yong • Lim Boon Hong (appointed on 4.6.2012)• Abdul Rahman Bin Shakor (resigned on 6.3.2012)

The functions of the Audit Committee are to review accounting policies, internal controls, financial results and annual financial statements of the Group and of the Company on behalf of the Board of Directors.

SIGNIFICANT EVENTS DURING AND AFTER THE FINANCIAL YEAR

The significant events during and after the financial year are disclosed in Note 28 to the Financial Statements.

AUDITORS

Messrs SJ Grant Thornton have expressed their willingness to continue in office.

Signed on behalf of the Board of Directors in accordance with a resolution of the Board of Directors.

WONG HUN LIANG ) ) ) ) DIRECTORS ) ) )LOW GAH LUEN )

Kuala Lumpur19 July 2012

Directors’ Report

cont’d



Statementby Directors

StatutoryDeclaration

In the opinion of the Directors, the financial statements set out on pages 39 to 77 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards 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 March 2012 and of their financial performance and cash flows for the financial year then ended.

The supplementary information as set out in Note 31 on page 78 is 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 and the directive of Bursa Malaysia Securities Berhad.

Signed on behalf of the Board of Directors in accordance with a resolution of the Board of Directors

WONG HUN LIANG LOW GAH LUEN

Kuala Lumpur19 July 2012

I, Yee Wai Meng, being the officer primarily responsible for the financial management of Ingenuity Solutions Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 39 to 77 are 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 by )the abovenamed at Kuala Lumpur in )the Federal Territory this day of )19 July 2012 ) YEE WAI MENG

Before me:

Commissioner for OathsS. ARULSAMY W490



IndependentAuditors’ Report

to the Members of Ingenuity Solutions Berhad(Incorporated in Malaysia) Company No. 609423 V

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Ingenuity Solutions Berhad, which comprise the statements of financial position of the Group and of the Company as at 31 March 2012, the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes enumerated in Notes 1 to 30 as set out on pages 39 to 77.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia, and for such internal controls as the Directors determine are 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 about 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 controls relevant to the entity’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 entity’s internal controls. An audit also includes evaluating the appropriateness of 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 have been properly drawn up in accordance with Financial Reporting Standards and the provisions 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 March 2012 and of their financial performance and cash flows for the financial year then ended.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the provisions of the Companies Act, 1965 in Malaysia, 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 subsidiary companies have been properly kept in accordance with the provisions of the Act.

b) We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

c) The auditors’ reports on the financial statements of the subsidiary companies did not contain any qualification or any adverse comment made under Section 174 (3) of the Act.



OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 31 on page 78 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.

SJ GRANT THORNTON HOOI KOK MUN(NO. AF: 0737) (NO: 2207/01/14(J))CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT PARTNERKuala Lumpur 19 July 2012

Independent Auditors’ Reportto the Members of Ingenuity Solutions Berhad(Incorporated in Malaysia) Company No. 609423 Vcont’d



Statementsof Financial Position

as at 31 March 2012

Group Company

Note 2012 2011 2012 2011RM RM RM RM

ASSETSNon-current assets

Property, plant and equipment 6 2,968,885 832,035 - -

Investment in subsidiary companies 7 - - 21,875,826 6,423,814

Intangible assets 8 6,148,835 7,166,507 - -

Goodwill on consolidation 9 9,781,233 - - -

Total non-current assets 18,898,953 7,998,542 21,875,826 6,423,814

Current assetsInventories 10 7,839,799 48,751 - -

Trade receivables 11 38,615,911 3,132,767 - -

Other receivables 12 4,649,313 102,594 - -

Amount due from subsidiary companies 7 - - 34,569,542 13,452,437

Fixed deposits with a licensed bank 13 2,800,000 500,000 1,800,000 500,000

Cash and bank balances 15,500,237 499,920 223,215 32,315

Total current assets 69,405,260 4,284,032 36,592,757 13,984,752

Total assets 88,304,213 12,282,574 58,468,583 20,408,566

EQUITY AND LIABILITIESEQUITY

Share capital 14 54,329,724 14,558,752 54,329,724 14,558,752

Reserves 15 (6,462,722) (2,547,186) 4,102,256 5,838,674

Total equity 47,867,002 12,011,566 58,431,980 20,397,426

LIABILITIESNon-current liabilities

Hire purchase creditors 16 108,409 - - -

Deferred taxation 17 233,000 - - -

Total non-current liabilities 341,409 - - -

Current liabilitiesTrade payables 18 33,152,157 187,246 - -

Other payables 19 6,667,688 83,762 36,603 11,140

Hire purchase creditors 16 42,711 - - -

Tax payable 233,246 - - -

Total current liabilities 40,095,802 271,008 36,603 11,140

Total liabilities 40,437,211 271,008 36,603 11,140

Total equity and liabilities 88,304,213 12,282,574 58,468,583 20,408,566

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



Statementsof Comprehensive Income

for the Financial Year Ended 31 March 2012

Group Company

Note 2012 2011 2012 2011

RM RM RM RM

Revenue 20 63,929,710 6,220,786 - -

Cost of sales 20 (61,567,973) (5,364,804) - -

Gross profit 2,361,737 855,982 - -

Other income 244,331 383,523 38,779 25,394

Selling and promotion expenses (402,969) (83,196) (12,240) (7,432)

Administration expenses (5,208,216) (2,094,906) (1,052,812) (321,742)

Other expenses (105,137) (478,755) - -

Finance cost (21,137) - - -

Loss before tax 21 (3,131,391) (1,417,352) (1,026,273) (303,780)

Tax (expense)/income 22 (74,000) 6,841 - -

Net loss for the financial year/ Total comprehensive loss for the financial year (3,205,391) (1,410,511) (1,026,273) (303,780)

Loss for the financial year attributable to:

Owners of the parent (3,205,391) (1,410,511)

Loss per share

- Basic (sen) 23 (0.96) (1.06)

- Diluted (sen) 23 (0.70) N/A




Statementsof Changes in Equity


Attributable to equity holders of the Company

Non-distributable

Sharecapital

Share premium

Mergerdeficit

Warrant reserve

Accumulated losses

Totalequity

RM RM RM RM RM RM

Group

Balance as at 1 April 2010 13,235,232 12,715,113 (7,900,000) - (6,100,071) 11,950,274

Transactions with owners:

Issuance of shares arising from private placement 1,323,520 198,528 - - - 1,522,048

Share issuance expenses

relating to private placement - (50,245) - - - (50,245)

Total transactions with owners 1,323,520 148,283 - - - 1,471,803

Total comprehensive loss for the financial year - - - - (1,410,511) (1,410,511)

Balance as at 31 March 2011 14,558,752 12,863,396 (7,900,000) - (7,510,582) 12,011,566


Issuance of shares arising from rights issue

24,318,972 - - - - 24,318,972


relating to rights issue - (695,145) - - - (695,145)

Warrant reserve arising from rights issue - - - 8,207,653 (8,207,653) -

Issuance of shares arising from acquisition of subsidiary companies

15,452,000 - - - - 15,452,000

Share issuance expenses relating to acquisition of subsidiary companies - (15,000) - - - (15,000)

Total transactions with owners 39,770,972 (710,145) - 8,207,653 (8,207,653) 39,060,827


Balance as at 31 March 2012 54,329,724 12,153,251 (7,900,000) 8,207,653 (18,923,626) 47,867,002



Attributable to equity holders of the Company

Non-distributable

Sharecapital

Share premium

Mergerdeficit

Warrant reserve

Accumulated losses

Totalequity

RM RM RM RM RM RM

Company

Balance as at 1 April 2010 13,235,232 12,715,113 - - (6,720,942) 19,229,403

Transactions with owners:Issuance of shares arising from

private placement 1,323,520 198,528 - - - 1,522,048

Share issuance expenses relating to private placement - (50,245) - - - (50,245)

Total transactions with owners 1,323,520 148,283 - - - 1,471,803

Total comprehensive loss for the financial year - - - - (303,780) (303,780)

Balance as at 31 March 2011 14,558,752 12,863,396 - - (7,024,722) 20,397,426


Issuance of shares arising from rights issue

24,318,972 - - - - 24,318,972


relating to rights issue - (695,145) - - - (695,145)

Warrant reserve arising from rights issue - - - 8,207,653 (8,207,653) -

Issuance of shares arising from acquisition of subsidiary companies

15,452,000 - - - - 15,452,000

Share issuance expenses relating to acquisition of subsidiary companies - (15,000) - - - (15,000)

Total transactions with owners 39,770,972 (710,145) - 8,207,653 (8,207,653) 39,060,827


Balance as at 31 March 2012 54,329,724 12,153,251 - 8,207,653 (16,258,648) 58,431,980


Statements of Changes in Equityfor the Financial Year Ended 31 March 2012cont’d



Statementsof Cash Flows


Group Company

Note 2012 2011 2012 2011

RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax (3,131,391) (1,417,352) (1,026,273) (303,780) Adjustments for:-

Allowance for impairment loss on receivables - 105,509 - -

Allowance for impairment loss on receivables no longer required (97,349) (229,030) - -

Allowance for slow moving inventories - 32,033 - -

Allowance for slow moving inventories no longer required (32,033) (99,138) - -

Amortisation of intangible assets 1,017,672 625,867 - -

Bad debts written off 70,503 203,711 - -

Depreciation 340,939 277,726 - -

Gain on disposal of property, plant and equipment (398) (22,400) - -

Property, plant and equipment written off 6,233 - - -

Inventories written off 31,354 137,502 - -

Interest expenses 21,117 - - -

Interest income (38,787) (24,194) (38,779) (24,194)

Operating loss before working capital changes (1,812,140) (409,766) (1,065,052) (327,974)

Changes in working capital:-

Inventories 479,827 87,664 - -

Receivables (8,054,113) (1,476,893) - -

Payables (2,219,110) (242,042) 25,463 (19,514)

Subsidiary companies - - (21,117,105) (1,705,134)

Cash used in operations (11,605,536) (2,041,037) (22,156,694) (2,052,622)

Tax paid (13,558) (1,917) - -

Interest paid (21,117) - - -

Interest received 38,787 24,194 38,779 24,194

Net cash used in operating activities (11,601,424) (2,018,760) (22,117,915) (2,028,428)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (1,258,017) (2,607) - -

Proceeds from disposal of property, plant and equipment 398 22,400 - -

Acquisition of subsidiary companies A 5,554,607 - (12) (2)

Net cash from/(used in) investing activities 4,296,988 19,793 (12) (2)



Statements of Cash Flowsfor the Financial Year Ended 31 March 2012cont’d

Group Company

Note 2012 2011 2012 2011

RM RM RM RM

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of shares, net of share issuance expenses 23,608,827 1,471,803 23,608,827 1,471,803

Repayment of hire purchase creditors (4,074) - - -

Net cash from financing activities 23,604,753 1,471,803 23,608,827 1,471,803

CASH AND CASH EQUIVALENTS

Net increase/(decrease) 16,300,317 (527,164) 1,490,900 (556,627)

Brought forward 999,920 1,527,084 532,315 1,088,942

Carried forward B 17,300,237 999,920 2,023,215 532,315

NOTES TO THE STATEMENTS OF CASH FLOWS:- A. ACQUISITION OF SUBSIDIARY COMPANIES

Group

2012

RM

Property, plant and equipment 1,226,005

Goodwill on consolidation 393,743

Inventories 8,270,196

Trade receivables 28,378,702

Other receivables 3,570,202

Fixed deposits with a licensed bank 1,000,000

Cash and bank balances 5,554,619

Hire purchase creditors (155,194)

Deferred taxation (233,000)

Trade payables (39,487,139)

Other payables (2,280,808)

Tax payable (172,804)

Net assets acquired 6,064,522

Goodwill on acquisition 9,387,490

Cost of acquisition 15,452,012

Less: Settlement through issuance of shares (15,452,000)

Net cost of acquisition 12

Less: Cash and cash equivalents acquired (5,554,619)

Net cash inflows from acquisition (5,554,607)



Statements of Cash Flows

for the Financial Year Ended 31 March 2012cont’d

NOTES TO THE STATEMENTS OF CASH FLOWS:- cont’d B. CASH AND CASH EQUIVALENTS

Group Company

2012 2011 2012 2011

RM RM RM RM

Cash and bank balances 15,500,237 499,920 223,215 32,315

Fixed deposits with a licensed bank (Note 13) 1,800,000 500,000 1,800,000 500,000

17,300,237 999,920 2,023,215 532,315




Notesto the Financial Statements

31 March 2012

1. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

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

2. 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 Group’s and the Company’s financial risk management policies seek to ensure that adequate financial resources are available for the development of the Group’s and the Company’s businesses whilst managing its risks. The Group and the Company operate within policies that are approved by the Board and the Group’s policies are not to engage in speculative transactions.

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major areas of treasury activity are set out as follows:-

2.1 Credit risk

Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s exposure to credit risk arises primarily from receivables. It is the Group’s policy to enter into financial instrument with a diversity of creditworthy counterparties. The Group does not expect to incur material credit losses of its financial assets or other financial instruments.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group sells goods and provides services only to recognised and creditworthy third parties. It is the Group’s policy that all customers 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.

Following are the areas where the Group and the Company are exposed to credit risk:

i. Receivables

As at the end of the reporting date, the maximum exposure to credit risk arising from receivables is limited to the carrying amounts in the statements of financial position.

With a credit policy in place to ensure the credit risk is monitored on an ongoing basis, management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are stated at their realisable values. The Group uses aging analysis to monitor the credit quality of the receivables. Any receivables having significant balances past due more than credit terms granted are deemed to have higher credit risk, and are monitored individually.

Financial assets that are neither past due nor impaired and either past due or impaired are disclosed in Note 11 to the Financial Statements.

In respect of trade receivables, the Group is exposed to significant credit risk exposure to a single counterparty in which 64% (2011: 89%) of trade receivables consists of 1 (2011: 3) customer. Based on historical information about customer default rates, management considers the credit quality of trade receivables that are not past due or impaired to be good.



2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES cont’d

2.1 Credit risk cont’d

ii. Intercompany balances

The maximum exposure to credit risk is represented by their carrying amounts in the statements of financial position.

The Company provides unsecured advances to subsidiaries and monitors the results of the subsidiaries regularly.

As at the end of the reporting date, there was no indication that the advances to the subsidiaries are not recoverable.

iii. Cash and cash equivalents

The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

2.2 Liquidity and cash flow risks

Liquidity and cash flow risks are the risks that the Group will not be able to meet its financial obligations as and when they fall due, due to shortage of funds.

In managing its exposures to liquidity and cash flow risks arises principally from its various payables, the Group maintains a level of cash and cash equivalents deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as and when they fall due.

As at the end of financial year, the Group’s and the Company’s non-derivative financial liabilities which have contractual maturities are summarised below:-

2012 2011Current Non-current Current Non-current

Less than1 year

Between1 to 2 years

Less than1 year

Between1 to 2 years

RM RM RM RM

GroupSecured:Hire purchase creditors 42,711 108,409 - -

Unsecured:Trade payables 33,152,157 - 187,246 -Other payables 6,667,688 - 83,762 -

39,819,845 - 271,008 -

Total 39,862,556 108,409 271,008 -

CompanyUnsecured:Other payables 36,603 - 11,140 -

Notes to the Financial Statements

31 March 2012cont’d




2.3 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s fixed rate borrowings are exposed to a risk of change in their fair value due to changes in interest rates.

The interest rate profile of the Group’s and of the Company’s significant interest-bearing financial instruments, based on carrying amounts as at the end of the financial year were as follows:-

Group Company2012 2011 2012 2011

RM RM RM RM

Fixed rate instrumentsFinancial assetFixed deposits with licensed banks 2,800,000 500,000 1,800,000 500,000

Financial liabilityHire purchase creditors 151,120 - - -

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the end of the financial year would not affect profit or loss.

2.4 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 is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the functional currency of the Group. The currencies giving rise to this are primarily US Dollar (USD) and Chinese Yuan (CNY).

The Group’s exposures to foreign currency risk, based on carrying amounts as at the end of the reporting date were as follows:

Group2012 2011

Denominated in Denominated inUSD CNY USD CNYRM RM RM RM

Current assetsTrade receivables 266,884 - - -Cash and bank balances 10,104 - 21,438 -

Current liabilityTrade payables 792,114 33,706 - -

Exposures to foreign exchange rates vary during the financial year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to foreign currency risk.

Notes to the Financial Statements31 March 2012cont’d




2.4 Foreign currency risk cont’d

Foreign currency sensitivity analysis:

The following table demonstrates the sensitivity of the Group’s loss for the financial year to a reasonably possible change in the USD and CNY against the functional currency of the Group, with all other variables held constant:-

Net lossfor the

year2012

Group RM

USD/RM- Strengthened 2% (2011: Nil) 4,142- Weakened 2% (2011: Nil) (4,142)

CNY/RM- Strengthened 1% (2011: Nil) 184- Weakened 1% (2011: Nil) (184)

3. CAPITAL MANAGEMENT

The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability to continue as a going concern, so as to maintain investors, creditors and market confidence and to sustain future development of the business.

The Group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debts.

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 Accounting convention

The financial statements of the Group and of the Company have been prepared under the historical cost convention, unless otherwise indicated in the summary of significant accounting policies.

The financial statements are presented in Ringgit Malaysia (RM) which is the Group’s and the Company’s functional currency.





4. SIGNIFICANT ACCOUNTING POLICIES cont’d

4.2 Adoption of New and Revised Financial Reporting Standards (“FRSs”)

On 1 April 2011, the Group and the Company have adopted the following new and revised FRSs mandatory for annual financial periods beginning on or after 1 April 2011:-

(a) FRS 3 - Business Combination (Revised)(b) FRS 127 - Consolidated and Separate Financial Statements(c) Amendments to FRS 7 - Improving Disclosures about Financial Instruments. Amendments relating

to the fair value measurement using fair value hierarchy and disclosure of liquidity risk

(d) Amendments to FRS 101 - Presentation of Financial Statements. Amendment relating to clarification of statement of changes in equity

(e) Amendment to FRS 134 - Interim Financial Reporting. Amendment relating to significant events and transactions

Initial application of the above standards and amendments did not have any material impact on the financial statements of the Group and of the Company.

4.3 Standards issued but not yet effective

New MASB Approved Accounting Standards

To converge with International Financial Reporting Standards (“IFRSs”) in 2012, the MASB had on 19 November 2011, issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (“MFRSs”), which are mandatory for annual financial periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture and IC Interpretation 15 Agreements for Construction of Real Estate, including its parent, significant investor and venture (“Transitioning Entities”).

Transitioning Entities will be allowed to defer adoption of the new MFRSs for an additional two years. Consequently, adoption of the MFRSs by Transitioning Entities will be mandatory for annual periods beginning on or after 1 January 2014. However, the Group and the Company do not qualify as Transitioning Entities and are therefore required to adopt the MFRSs for the financial period beginning on or after 1 April 2012.

The Group and the Company have not early adopted the MFRS Framework.

In presenting its first MFRS financial statements, the Group and the Company will be required to restate the comparative financial statements to amounts reflecting the application of MFRS Framework. The majority of the adjustments required on transition will be made, retrospectively, against opening accumulated losses

The Group and the Company have not completed their quantification of the financial effects of the differences between FRS and accounting standards under the MFRS Framework and are in the process of assessing the financial effects of the differences. Accordingly, the consolidated financial performance and financial position as disclosed in these financial statements for the financial year ended 31 March 2012 could be different if prepared under the MFRS Framework.

The Group and the Company expect to be in a position to fully comply with the requirements of the MFRS Framework for the financial year ending 31 March 2013.

4.4 Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies and reported amounts of assets, liabilities, income, expenses, and disclosures made. Estimates and underlying assumptions are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual result may differ from these estimates.





4.4 Significant accounting estimates and judgements cont’d

Key sources of estimation uncertainty

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

Income tax

The Group is exposed to income taxes in numerous jurisdictions. Significant judgement is involved in determining the Group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises tax liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unutilised tax losses, unabsorbed capital allowances and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unutilised tax losses and unabsorbed capital allowances 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.

Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful life. Management estimated the useful life of these assets to be within 2 to 10 years. Changes in the expected level of usage and technological developments could impact the economic useful life and the residual values of these assets, therefore future depreciation charges could be revised.

Amortisation of development costs

The development costs are amortised over the estimated life span of the developed assets which is estimated to be within 10 years. Changes in the technological developments could impact the economic useful life and the residual values of these assets, therefore future amortisation charges could be revised.

Amortisation of other intangible asset

The other intangible asset is amortised over the estimated life span of the developed asset which is estimated to be within 2.5 years. Changes in the technological developments could impact the economic useful life and the residual values of this asset, therefore future amortisation charges could be revised.

Impairment of non-financial assets

The Directors assess whether the carrying amount of its non-financial assets are impaired at each reporting date. This involves measuring the recoverable amounts based on the fair value less costs to sell or value in use of these assets.

Fair value less costs to sell is determined based on available published third party information or contractual value in agreements entered into by the Group or the Company.






4.4 Significant accounting estimates and judgements cont’d

Key sources of estimation uncertainty cont’d

Impairment of financial assets

The Group and the Company assess at each end of the reporting year whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, 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.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience of assets with similar credit risk characteristics.

Allowance for slow moving inventories

Inventories are measured at the lower of cost and net realisable value. In estimating net realisable values, management takes into account the most reliable evidence available at the times the estimates are made. The Group’s core business is subject to economical and technology changes which may cause selling price to change rapidly, and the Group’s results to change.

Fair value of financial instruments

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. Details of the assumptions used are given in the notes regarding financial assets and liabilities. In applying the valuation techniques, management makes maximum use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the end of the reporting year.

4.5 Basis of consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and all of its subsidiary companies, which have been prepared in accordance with the Group’s accounting policies.

All intercompany transactions, balance and unrealised gains on transactions between group of companies are eliminated; unrealised losses are also eliminated on consolidation unless the cost cannot be recovered.

The financial statements of the Company and its subsidiary companies are all drawn up to the same reporting date.

Business combinations are accounted for using the purchase method. The purchase method involves the recognition of the acquiree’s identifiable assets and liabilities, including contingent liabilities, regardless of whether they were recorded in the financial statements prior to acquisition. The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any cost directly attributable to the business combination. Adjustments to those fair values relating to previously held interest are treated as a revaluation and recognised in other comprehensive income.

Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill on the statement of financial position. The goodwill is accounted for in accordance with the accounting policy for goodwill stated in Note 4.8 to the Financial Statements.





4.5 Basis of consolidation cont’d

Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income on the date of acquisition.

Subsidiary companies are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group’s share of its net assets together with any unamortised or unimpaired balance of goodwill on acquisition and exchange differences.

Common control business combination

A business combination involving entities under common control is a business combination in which all the combining entities or business are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.

The acquisition resulted in a business combination involving common control entities, and accordingly the accounting treatment is outside the scope of FRS 3. For such common control business combinations, the merger accounting principles are used to include the assets, liabilities, results, equity changes and cash flows of the combining entities in the consolidated financial statements.

In applying merger accounting, financial statements’ items of the combining entities or businesses for the reporting period in which the common control combination occurs are included in the consolidated financial statements of the Group as if the combination had occurred from the date when the combining entities or businesses first came under the control of the controlling party or parties.

A single uniform set of accounting policies is adopted by the Group. Therefore, the Group recognises the assets, liabilities and equity of the combining entities or businesses at the carrying amounts as if such consolidated financial statements had been prepared by the controlling party, including adjustments required for conforming to the Group’s accounting policies and applying those policies to all periods presented. There is no recognition of any goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination. Any difference between the paid-up capital of the Company and the amount of share capital acquired is adjusted against equity. The effect of all transactions and balances between combining entities, whether occurring before or after the combination, are eliminated in preparing the consolidated financial statements of the Group.

4.6 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses, if any. Depreciation on property, plant and equipment is computed on the straight line method so as to write off the cost of the assets over the estimated useful life of the property, plant and equipment concerned.

The principal annual rates used are as follows:-

Computer and office equipment 10% - 50% Furniture, fittings and office renovation 10% - 20% Motor vehicles 20% Signboards 10% Data processing equipment and applications 10% - 20%

Restoration cost relating to an item of the property, plant and equipment is capitalised only if such expenditure is expected to increase the future benefits from the existing property, plant and equipment beyond its previously assessed standard of performance.






4.6 Property, plant and equipment cont’d

Property, plant and equipment are written down to recoverable amount if, in the opinion of the Directors, it is less than their carrying value. Recoverable amount is the net selling price of the property, plant and equipment i.e. the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal.

The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

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 arising on derecognition of the asset is included in the statements of comprehensive income in the financial year the asset is derecognised.

4.7 Subsidiary companies

A subsidiary is a company in which the Company has the power to exercise control over the financial and operating policies so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

Investment in subsidiary company, which is eliminated on consolidation, is stated at cost in the Company’s financial statements. Where an indication of impairment exists, the carrying amount of the subsidiary company is assessed and written down immediately to their recoverable amount.

On disposal of such investment, the difference between net disposal and their carrying amount are charged or credited to the statement of comprehensive income.

4.8 Goodwill

Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary company at the date of acquisition.

Goodwill arising on the acquisition of subsidiary companies is presented separately in the statements of financial position.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses, if any. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying values may be impaired.

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, or groups of cash-generating units, that are expected to benefit from the synergies of the combination.

A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually and, whenever there is an indication that the unit may be impaired, by comparing the carrying amount of the unit, including goodwill, with the recoverable amount of the unit. Where the recoverable amount of the cash-generating unit (or group of cash-generating units) 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 a subsequent period. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.





4.9 Research and development costs

Expenditure on research activities is recognised as an expense in the year in which it incurred.

Development cost are expensed in the year in which they are incurred except when the cost incurred on development project are recognised as development assets to the extent that such expenditure is expected to generate future economic benefits.

Development cost initially recognised as an expense is not recognised as an asset in subsequent periods.

Capitalised development cost, considered to have finite useful life, is amortised over the estimated life span of the developed assets which is estimated to be within 10 years based on the following formula:-

Cumulative revenue to date x Cumulative actual development expenditure

- Accumulated amortisation at beginning of yearProjected total revenue of the

developed assets

The amortisation commences from the time when the product is available for sale and assessed for impairment whenever there is an indication that the development cost may be impaired. Should the product or project be aborted, the relative expenditure will be charged to the statements of comprehensive income in the year in which such decision is made.

The amortisation period and the amortisation method for the development cost with a finite useful life are reviewed at least at each financial year end.

The amortisation expense on development cost with finite useful life is recognised in the statements of comprehensive income in the cost of sales category.

4.10 Other intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses, if any. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives of 2.5 years and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end.

4.11 MSC research grant

The MSC research grant for the development of software and system design are treated as reimbursement to development costs incurred and deducted from the product development costs incurred.

4.12 Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of impairment.

If any such indication exists, or when annual impairment testing for an asset is required, the recoverable amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-generating unit is less than its carrying amount. Recoverable amount of an asset or a cash-generating unit is the higher of its fair value less cost to sell and its value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the statements of comprehensive income in those expense categories consistent with the function of the impaired asset.






4.12 Impairment of non-financial assets cont’d

Any impairment loss is charged to the statement of comprehensive income immediately.

Subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation) had no impairment loss been recognised. The reversal is recognised in the statement of comprehensive income immediately.

4.13 Financial assets

Financial assets are recognised in the statement of financial position when, and only when the Group or the Company becomes 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.

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 receivables are derecognised or impaired, and through the amortisation process.

A financial asset is derecognised where 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.

4.14 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost of inventories is determined on first-in-first-out/weighted average basis. Cost of trading goods includes cost of purchases plus all costs incurred in bringing the inventories to their present location and condition.

Net realisable value represents the estimated selling price in the ordinary course of business less estimated selling and distribution costs.

4.15 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.

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 debtors and default or significant delay in payments. 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.





4.15 Impairment of financial assets cont’d

The carrying amount of the financial asset is reduced through the use of an allowance account. When a receivable becomes uncollectible, it is written off against the allowance account.

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.

4.16 Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, cash at bank and short-term demand deposits and highly liquid investments which are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

4.17 Provisions

Provisions are recognised when there is a present obligation (legal or constructive), as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

4.18 Financial liabilities

Financial liabilities are recognised in the statement of financial position when, and only when the Group or the Company becomes a party to the contractual provisions of the financial instrument.

The Group’s and the Company’s financial liabilities consist of trade payables, other payables and hire purchase creditors. Trade payables, other payables and hire purchase creditors are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. 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.

4.19 Assets acquired under lease arrangements

Finance lease

The cost of property, plant and equipment acquired under hire purchase arrangements which transferred substantially all the risks and rewards of ownership to the Group are capitalised. The depreciation policy on these property, plant and equipment is similar to that of the Group’s property, plant and equipment depreciation policy. Outstanding obligations due under hire purchase arrangements after deducting finance expenses are included as liabilities in the financial statements. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as expenses in the statement of comprehensive income over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligation for each accounting period.






4.19 Assets acquired under lease arrangements cont’d

Operating leases

Leases where substantially all the risks and rewards of ownership of assets remained with the leasing company are accounted for as operating leases. Rentals payable under operating leases are charged to the statements of comprehensive income on a straight-line basis over the relevant lease terms. Benefits received and receivable as an incentive to enter into an operating lease are recognised as a reduction of rental expense over the lease term on a straight-line basis.

4.20 Revenue recognition

Revenue from sale of goods and performance of services are recognised as income, net of discount and goods return in the statements of comprehensive income upon delivery of goods and when services are rendered.

Interest income is recognised on time proportion basis, taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group or the Company.

4.21 Foreign currency transactions and translations

Transactions in foreign currencies are recorded in Malaysian Ringgit at rates of exchange ruling at the date of the transactions. Foreign currency monetary assets and liabilities are translated at exchange rates ruling as at reporting date.

Gains and losses from conversion of assets and liabilities, whether realised or unrealised, are included in the statements of comprehensive income as they arise.

4.22 Employee benefits

(i) Short term employee benefits

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

(ii) Defined contribution plan

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities of funds and will have no legal or constructive obligation to pay further contribution if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years.

Such contributions are recognised as expenses in the statements of comprehensive income as incurred. As required by law, the Group makes such contributions to the Employees Provident Fund (“EPF”).

4.23 Income tax, deferred tax liabilities and deferred tax assets

Income tax on the profit or loss for the financial year comprises current tax. Current tax expenses are the expected amount of income taxes payable in respect of the taxable profit for the financial year and are measured using the tax rates that have been enacted by the reporting date.





4.23 Income tax, deferred tax liabilities and deferred tax assets cont’d

Deferred tax liabilities and assets are provided for under the liability method in respect of all temporary differences at the reporting date between the carrying amount of an asset or liability in the reporting and its tax base including unutilised tax losses and unabsorbed capital allowances.

Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date. If it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or that entire deferred tax assets to be utilised, the carrying amount of the deferred tax assets will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available, such reductions will be reversed to the extent of the taxable profit.

Deferred tax is recognised in the statements of comprehensive income, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the reporting date.

4.24 Equity instruments

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

Share capital represents the nominal value of shares that have been issued.

Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Accumulated losses include all current and prior period accumulated losses.

Dividends on ordinary shares are recognised in equity in the year in which they are declared.

All transactions with owners of the Company are recorded separately within equity.

4.25 Segmental results

An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

4.26 Intersegment transfer

Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the economic entity in negotiated term. These transfers are eliminated on consolidation.






4.27 Related parties

A party is related to an entity if:-

(i) directly or indirectly through one or more intermediaries, the party:-(1) controls, is controlled by, or is under common control with, the entity (this includes parents,

subsidiaries and fellow subsidiaries);(2) has an interest in the entity that gives it significant influence over the entity; or(3) has joint control over the entity;

(ii) the party is an associate of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v) the party is a close member of the family of any individual referred to in (i) or (iv);(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant

voting power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or(vii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that

is a related party of the entity.

Close members of the family of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

5. PRINCIPAL ACTIVITIES AND GENERAL INFORMATION

The Company is principally engaged in investment holding.

The principal activities of the subsidiary companies are disclosed in Note 7 to the Financial Statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiary companies during the financial year.

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 Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur.

The principal place of business is located at Persoft Tower, 12th Floor, 6B Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors passed on 19 July 2012.




6. PROPERTY, PLANT AND EQUIPMENT

Group

Computer and office

equipment

Furniture, fittings

and office renovation

Motor vehicles Signboards

Data processing equipment

and applications Total

RM RM RM RM RM RM

Cost

Balance as at 1 April 2010 1,917,443 1,406,836 235,566 - 2,185,361 5,745,206Additions 2,607 - - - - 2,607Disposals - - (52,791) - - (52,791)

Balance as at 31 March 2011 1,920,050 1,406,836 182,775 - 2,185,361 5,695,022

Additions through acquisition of subsidiary companies 1,090,089 93,181 293,819 6,400 - 1,483,489

Additions 230,025 936,626 91,366 - - 1,258,017Disposals (178,818) - (56,776) - - (235,594)Written off (1,698,796) (1,008,486) - - (219,460) (2,926,742)

Balance as at 31 March 2012 1,362,550 1,428,157 511,184 6,400 1,965,901 5,274,192

Accumulated depreciation

Balance as at 1 April 2010 1,897,444 1,204,124 229,174 - 1,307,310 4,638,052Charge for the year 13,379 76,175 5,900 - 182,272 277,726Disposals - - (52,791) - - (52,791)

Balance as at 31 March 2011 1,910,823 1,280,299 182,283 - 1,489,582 4,862,987

Additions through acquisition of subsidiary companies 170,469 14,533 71,506 976 - 257,484

Charge for the year 50,959 104,171 5,494 53 180,262 340,939Disposals (178,818) - (56,776) - - (235,594)Written off (1,696,266) (1,004,784) - - (219,459) (2,920,509)

Balance as at 31 March 2012 257,167 394,219 202,507 1,029 1,450,385 2,305,307

Net carrying amount31 March 2012 1,105,383 1,033,938 308,677 5,371 515,516 2,968,885

31 March 2011 9,227 126,537 492 - 695,779 832,035

Motor vehicles with net carrying amount of RM194,002 (2011: Nil) are financed under hire purchase arrangements.





7. SUBSIDIARY COMPANIES

Company2012 2011

RM RM

Unquoted shares, at cost 25,337,244 9,885,232Less: Allowance for impairment (3,461,418) (3,461,418)

21,875,826 6,423,814

The particulars of the subsidiary companies are as follows:-

Name of companyPlace of

incorporationEffective interest Principal activities

2012 2011% %

Ingenuity Microsystems Sdn. Bhd. Malaysia 100 100 Consultant, adviser, manager, researcher, trainer and total solution provider in all aspect of information technology, including the business of marketing and distribution of multimedia products and accessories

Reliance Computer Centre Sdn. Bhd.

Malaysia 100 100 Marketing of computer hardware and software for business solutions

Uptown Excel Sdn. Bhd. Malaysia 100 100 DormantHallmark Avenue Sdn. Bhd. Malaysia 100 - Distributor of information technology

productsIngenuity Care Sdn. Bhd. Malaysia 100 - DormantVistavision Resources Sdn. Bhd. Malaysia 100 - Investment holding

Subsidiary company of Ingenuity Microsystems Sdn. Bhd.

Austral Diversified Sdn. Bhd. Malaysia 100 - Dormant

Subsidiary companies of Vistavision Resources Sdn. Bhd.

Ingens Sdn. Bhd. Malaysia 100 - Distributor of information technology products

Inconnecxion Communication Sdn. Bhd.

Malaysia 100 - Distributor of telecommunication products, services, accessories and devices and other multimedia hardware and software

Subsidiary company of Ingens Sdn. Bhd.

DSS Distribution Sdn. Bhd. Malaysia 100 - Distributor of computer hardware and accessories

Amount due from subsidiary companies is non-trade in nature, unsecured, bears no interest and repayable on demand.

Impact of acquisition in statements of comprehensive income

From the date of acquisition, Vistavision Resources Sdn. Bhd.’s group of companies have contributed RM32,251,364 and RM184,661 to the Group’s revenue and net profit for the financial year respectively. If the combination had taken place at the beginning of the financial year, the Group’s revenue and net loss for the financial year would have been RM483,451,877 and RM913,476 respectively.




8. INTANGIBLE ASSETS

Group2012 2011

RM RM

Development costs 6,148,835 6,998,507Other intangible asset – Hotel application Software - 168,000

Net carrying amount 6,148,835 7,166,507

i) Development costs

Group2012 2011

RM RM

Development costs 17,370,496 17,370,496Less: Multimedia Super Corridor grants received (1,686,985) (1,686,985)

15,683,511 15,683,511Less: Accumulated amortisation (6,492,719) (5,643,047)Less: Accumulated impairment loss (3,041,957) (3,041,957)

Net carrying amount 6,148,835 6,998,507

The recoverable amount for the above is based on its value-in-use and is determined by discounting the future cash flows generated from the continuing use of those cash generating units and is based on the following key assumptions:-

i) Cash flows are projected based on 4 (2011: 5) years business plan; ii) Revenue is projected at anticipated annual average revenue growth rate of 46% (2011: 62%) per

annum;iii) Expenses are projected at annual increase of approximately 10% (2011: 10%) per annum; andiv) A pre-tax discount rate of 8% (2011: 8%) is applied in determining the recoverable amount of the unit.

The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both external sources and internal sources (historical data).

ii) Hotel application software

Group2012 2011

RM RM

Software cost 420,000 420,000Less: Accumulated amortisation (420,000) (252,000)

Net carrying amount - 168,000





9. GOODWILL ON CONSOLIDATION

Group2012 2011

RM RM

Arising from acquisition of subsidiary companies/at end of financial year 9,781,233 -

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the lowest level within the Group at which the goodwill is monitored for internal management purpose.

The recoverable amount for the above is based on its value in use and is determined by discounting the future cash flows generated from the continuing use of those units based on the following key assumptions:-

i) Cash flows were projected based on actual operating results and a 5 years business plan;ii) Revenue was projected at anticipated annual revenue growth of approximately 1% to 11% per annum;iii) Expenses were projected at annual increase of approximately 1% to 11% per annum; andv) A pre-tax discount rate of 8% was applied in determining the recoverable amount of the unit.

With regards to the assessments of value-in-use, management believes that no reasonably possible changes in any of the key assumptions would cause the carrying values of these units to differ materially from their recoverable amounts except for the changes in prevailing operating environment which is not ascertainable.

10. INVENTORIES

Group2012 2011

RM RM

Trading goods:-At cost 7,827,198 -At net realisable value 12,601 48,751

7,839,799 48,751

11. TRADE RECEIVABLES

Group2012 2011

RM RM

Trade receivables 38,718,499 3,238,276Less: Allowance for impairment

At 1 April (105,509) (229,030) Arising from acquisition of subsidiary companies (94,428) - Impairment loss recognised - (105,509) Impairment loss reversed 97,349 229,030

At 31 March (102,588) (105,509)

38,615,911 3,132,767

Included in trade receivables is an amount of RM76,796 (2011: RM166,661) due from companies in which certain Directors have interest.

The normal trade credit terms granted by the Group to the trade receivables range from 7 days to 180 days (2011: 30 days to 90 days).




11. TRADE RECEIVABLES cont’d

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables are as follows:-

Group GrossIndividually

impaired Net31.3.2012 RM RM RM

Not past due 33,965,300 - 33,965,300Past due 0 - 30 days 3,158,821 - 3,158,821Past due 31 - 60 days 415,856 - 415,856More than 61 days 1,178,522 (102,588) 1,075,934

38,718,499 (102,588) 38,615,911

Group GrossIndividually

impaired Net31.3.2011 RM RM RM

Not past due 2,077,357 - 2,077,357Past due 0 - 30 days 70,381 - 70,381Past due 31 - 60 days 119,867 - 119,867More than 61 days 970,671 (105,509) 865,162

3,238,276 (105,509) 3,132,767

The Group has trade receivables amounting to RM4,650,611 (2011: RM1,055,410) that are past due at the reporting date but not impaired. These relate to a number of independent customers for whom there is no record history to defaults.

The Group’s policy is to make full impairment for all trade receivables that are in dispute, under legal action or where recoveries are considered to be doubtful.

The net carrying amount of trade receivables is considered a reasonable approximate of fair value. The maximum exposure to credit risk is the carrying value of each class of receivables mentioned above. Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

12. OTHER RECEIVABLES

Group2012 2011

RM RM

Deposits 1,403,692 65,660Prepayments 350,975 3,316Tax recoverable 20,000 20,000Non-trade receivables 2,874,646 13,618

4,649,313 102,594





13. FIXED DEPOSITS WITH A LICENSED BANK

Group

The Group’s fixed deposits amounting to RM1,000,000 have been pledged to a licensed bank for a banking facility granted.

Group and Company

Fixed deposits with a licensed bank bear interest at 2.25% - 3.20% (2011: 2.75%) per annum.

14. SHARE CAPITAL

Group and Company Group and CompanyNumber of ordinary

shares of RM0.10 each Amount2012 2011 2012 2011

RM RM RM RM

Authorised:-Ordinary shares of RM0.10 eachAt beginning of year 250,000,000 250,000,000 25,000,000 25,000,000Created during the year 750,000,000 - 75,000,000 -

At end of year 1,000,000,000 250,000,000 100,000,000 25,000,000

Issued and fully paid:-Ordinary shares of RM0.10 eachAt beginning of year 145,587,520 132,352,320 14,558,752 13,235,232Issued during the year 397,709,716 13,235,200 39,770,972 1,323,520

At end of year 543,297,236 145,587,520 54,329,724 14,558,752

15. RESERVES

Group Company2012 2011 2012 2011

RM RM RM RM

Non-distributableShare premium 12,153,251 12,863,396 12,153,251 12,863,396Merger deficit (7,900,000) (7,900,000) - -Warrant reserve 8,207,653 - 8,207,653 -

12,460,904 4,963,396 20,360,904 12,863,396

DistributableAccumulated losses (18,923,626) (7,510,582) (16,258,648) (7,024,722)

(6,462,722) (2,547,186) 4,102,256 5,838,674

On 19 July 2011, the Company allotted and issued 243,189,716 rights shares together with 182,392,287 warrants at an issue price of RM0.10 each on the basis of 4 right shares together with 3 free detachable warrants for every 2 existing ordinary shares held in the Company on 6 June 2011 (“Warrant 2011/2016”). Each Warrant 2011/2016 entitles the registered holder to subscribe for 1 new ordinary share in the Company at any time on or after 19 July 2011 to 18 July 2016, at an exercise price of RM0.10 in accordance with the Deed Poll. Any warrant not exercised by the date of maturity will lapse thereafter and cease to be valid for all purposes. As at the reporting date, none of the Warrants 2011/2016 is exercised.




15. RESERVES cont’d

The ordinary shares issued from the exercise of Warrants 2011/2016 shall rank pari passu in all respects with the existing issue ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions declared, the entitlement date of which is prior to the date of allotment of the new shares arising from the exercise of Warrants 2011/2016.

The Warrants 2011/2016 are constituted by a Deed Poll dated 9 June 2011.

The warrant reserve arose from the allocation of the proceeds received from the right issue with free detachable warrants. This reserve is determined by reference to the fair value of the warrants amounting to RM8,207,653 immediately upon the listing and quotation of the right issue completed on 22 July 2011.

16. HIRE PURCHASE CREDITORS

Group2012 2011

RM RM

Minimum lease payments- within 1 year 48,934 -- after 1 year but not later than 5 years 124,210 -

173,144 -Less : Interest-in-suspense (22,024) -

Present value of minimum lease payments 151,120 -

Present value of minimum lease payments- within 1 year 42,711 -- after 1 year but not later than 5 years 108,409 -

151,120 -

Hire purchase creditors bear interest ranging from 4.00% to 4.40% (2011: Nil) per annum.

17. DEFERRED TAXATION

Group2012 2011

RM RM

At beginning of year - 7,084Transferred to statements of comprehensive income (Note 22) - (7,084)Arising from acquisition of subsidiary companies 233,000 -

At end of year 233,000 -

The component of deferred tax liabilities during the financial year is as follow:-

2012 2011RM RM

Temporary differences in respect of carrying amount of property, plant and equipment in excess of their tax base 233,000 -





18. TRADE PAYABLES

The normal trade credit terms granted by the trade payables range from 30 days to 90 days (2011: 30 days to 90 days).

19. OTHER PAYABLES

Group Company2012 2011 2012 2011

RM RM RM RM

Non-trade payables 2,008,724 31,711 15,103 1,140Accrual of expenses 349,995 52,051 21,500 10,000Advances received 4,308,969 - - -

6,667,688 83,762 36,603 11,140

20. REVENUE AND COST OF SALES

Revenue of the Group consists of gross invoiced value of sales of information system development and system implementations, computer hardware and software and other related products, net of discounts and returns.

Included in cost of sales of the Group is the amortisation of development cost during the financial year which amounted to RM1,017,672 (2011: RM625,867).




21. LOSS BEFORE TAX

Loss before tax has been determined after charging/(crediting), amongst others, the following items:-

Group Company2012 2011 2012 2011

RM RM RM RM

Allowance for impairment loss on receivables - 105,509 - -Allowance for slow moving inventories - 32,033 - -Amortisation of intangible assets 1,017,672 625,867 - -Auditors’ remuneration

- auditors of the Company 64,000 33,000 20,000 18,000- other auditors - 5,000 - -- other fees charged by auditors of the Company 125,500 6,800 121,500 3,000

Bad debts written off 70,503 203,711 - -Depreciation 340,939 277,726 - -Directors’ remuneration

- fees 50,000 35,500 50,000 35,500- other emoluments 528,529 180,547 64,900 17,000

Inventories written off 31,354 137,502 - -Property, plant and equipment written off 6,233 - - -Rental of premises 229,673 95,669 36,380 19,980Rental of equipment - 5,841 - -Realised foreign exchange loss 10,895 - 158 -Interest expenses

- hire purchase 1,117 - - -- others 20,000 - - -

Allowance for impairment loss on receivables no longer required (97,349) (229,030) - -

Allowance for slow moving inventories no longer required (32,033) (99,138) - -

Bad debts recovered (8,200) - - -Interest income (38,787) (24,194) (38,779) (24,194)Gain on disposal of property, plant and equipment (398) (22,400) - -

The details of remuneration receivable by Directors of the Group and of the Company during the financial year were as follows:-

Group Company2012 2011 2012 2011

RM RM RM RM

Executive:-Fees 50,000 35,500 50,000 35,500Salaries and other emoluments 483,251 176,707 64,900 17,000Defined contribution plan 45,278 3,840 - -

578,529 216,047 114,900 52,500





22. TAX EXPENSE/(INCOME)

Group Company2012 2011 2012 2011

RM RM RM RM

Provision for the financial year 74,000 - - -Underprovision in prior financial year - 243 - -Transfer from deferred taxation (Note 17) - (7,084) - -

74,000 (6,841) - -

Malaysian income tax rate is calculated at the statutory tax rate of 25% (2011: 25%) of the estimated assessable profits for the financial year.

The Group’s unabsorbed capital allowances and unutilised tax losses which can be carried forward to offset against future taxable profit amounted to approximately RM2,616,000 (2011: RM2,352,000) and RM11,654,000 (2011: RM11,006,000) respectively.

However, the above amounts are subject to the approval of the Inland Revenue Board of Malaysia.

A reconciliation of income tax expense applicable to loss before tax at the statutory income tax rate to income tax expense at the effective tax rate of the Group and of the Company are as follows:-

Group Company2012 2011 2012 2011

RM RM RM RM

Loss before tax (3,131,391) (1,417,352) (1,026,273) (303,780)

Taxation at Malaysian statutory tax rate (782,848) (354,338) (256,569) (75,945)Tax effects in respect of:-

Expenses not deductible for tax purposes 453,348 136,052 256,569 75,945Underprovision in prior financial year - 243 - -Deferred tax assets not recognised during the year 403,500 211,202 - -

Effective tax expense 74,000 (6,841) - -




23. LOSS PER SHARE

23.1 Basic loss per share

Basic loss per share is calculated by dividing net loss for the year attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the financial year as follows:-

Group2012 2011

RM RM

Net loss for the year attributable to ordinary shareholders of the Company 3,205,391 1,410,511

Weighted average number of ordinary shares in issue 335,350,244 133,113,797

Basic loss per share (sen) (0.96) (1.06)

23.2 Diluted loss per share

For the purpose of calculating diluted loss per share, the weighted average number of shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. warrants.

Group2012

RM

Net loss for the year attributable to ordinary shares holders of the Company 3,205,391

Weighted average number of ordinary shares in issue 335,350,244

Effect of potential warrants on issue 123,147,377

458,497,621

Diluted loss per share (sen) (0.70)

There was no diluted loss per share presented for financial year ended 31 March 2011 as there is no potential dilutive ordinary share.

24. DEFERRED TAX ASSETS

The tax effects of temporary differences that would give rise to future benefits are generally recognised only when there is a reasonable expectation of realisation. As at 31 March, the temporary differences for which no deferred tax assets have been recognised in the financial statements are as follows:-

Group2012 2011

RM RM

Carrying amount of property, plant and equipment in excess of their tax base 754,000 734,000Unabsorbed capital allowances (2,616,000) (2,352,000)Unutilised tax losses (11,654,000) (11,006,000)Others 6,140,000 6,862,000

(7,376,000) (5,762,000)

The potential deferred tax assets are not recognised in the financial statements as the Group has a recent history of losses.





25. EMPLOYEES BENEFITS EXPENSES

Group Company2012 2011 2012 2011

RM RM RM RM

Salaries 2,067,611 881,355 - 106,900Defined contribution plans 271,380 96,293 - 12,876Social security contributions 21,545 7,026 - -Other staff related expenses 409,645 114,429 24,186 2,400

2,770,181 1,099,103 24,186 122,176

26. RELATED PARTY DISCLOSURES

(a) The transactions of the Group and of the Company with the related parties which entered on a negotiated basis were as follows:-

Group Company2012 2011 2012 2011

RM RM RM RM

Management fees charged by subsidiary company - - 114,000 -

Rental expenses paid to a company in which certain Directors have interest 23,673 27,268 - -

Revenue from companies in which certain Directors have interest 198,920 478,401 - -

(b) The remuneration of key management personnel is the same with Directors’ remuneration as disclosed in Note 21 to the Financial Statements. The Group and the Company have no other members of key management personnel apart from the Board of Directors.

(c) The outstanding balances arising from related party transactions as at reporting date were disclosed in Notes 7 and 11 to the Financial Statements.

27. CONTINGENT LIABILITIES

Company

As at 31 March 2012, the Company is contingently liable to the extent of RM54,000,000 (2011: Nil) in respect of corporate guarantees given to certain suppliers of a subsidiary company.

28. SIGNIFICANT EVENTS DURING AND AFTER THE FINANCIAL YEAR

(i) On 1 April 2011, Ingenuity Microsystems Sdn Bhd (“IMSB”) a wholly-owned subsidiary company of Ingenuity Solutions Berhad (“ISB”), acquired two (2) ordinary shares of RM1 each representing 100% equity interest in Austral Diversified Sdn Bhd (“ADSB”) for a total consideration of RM2.

(ii) On 8 April 2011, Ingenuity Solutions Berhad (“ISB”) acquired two (2) ordinary shares of RM1 each representing 100% equity interest in Hallmark Avenue Sdn Bhd (“HASB”) for a total consideration of RM2.




28. SIGNIFICANT EVENTS DURING AND AFTER THE FINANCIAL YEAR cont’d

(iii) On 5 May 2011, Austral Diversified Sdn. Bhd. (“ADSB”) executed a collaboration agreement with Advance Healthcare Information Systems Sdn. Bhd. (“AHIS”) and Advance Health Care Solutions AG (“AHCS”), to jointly collaborate in proposing to Malaysian Ministry of Health (“MOH”) on the initiative to implement an Integrated Hospital Information System (“HIS”) (“Collaboration Agreement”).

(iv) On 6 May 2011, ISB incorporated a wholly-owned subsidiary company, Ingenuity Care Sdn Bhd (“ICSB”) under the Companies Act, 1965.

(v) On 12 May 2011, ISB executed a Memorandum of Understanding (“MOU”) with Ingens Sdn Bhd (“Ingens”) to explore the potential synergy of working together to expand into IT hardware and software distribution business.

The MOU shall be valid for 6 months from the date of the MOU (“Validity Period”). Both parties shall aim to enter into definite agreement within the Validity Period. In the event any party does not wish to continue on discussion by the end of the Validity Period the MOU shall ipso facto ceased and no further claims against any other party.

On 22 July 2011, ISB announced that the Company has terminated the MOU with Ingens and has on even date, entered into Heads of Agreement (“HOA”) for the proposed acquisition of 100 ordinary shares of RM1 each in Vistavision Resources Sdn Bhd (“VVR”), the holding company of Ingens, representing the entire issued and paid-up share capital of VVR, for an indicative purchase consideration of RM15,452,000 to be satisfied via the issuance of 154,520,000 new ordinary shares of RM0.10 each in ISB.

On 20 October 2011 ISB had entered into a conditional Share Sale Agreement (“SSA”) with Titanium Hallmark Sdn Bhd (“Titanium”) and Landasan Simfoni Sdn Bhd (“Landasan”) (collectively referred as the “Vendors”).

Subject to the terms and conditions of the SSA, the Vendors shall sell and ISB, in full reliance on the warranties and representation by the Vendors as set out in the SSA (“Vendors Warranties”), shall purchase the entire equity interest in VVR (“Sale Shares”) from any security interest as defined in the SSA (“Security Interest”) and with all rights attaching to the Sale Shares at the Purchase Consideration and upon the terms and condition as contained in the SSA.

On 10 November 2011 the Company submitted the listing application in respect of the Consideration Shares to be issued pursuant to the Proposed Acquisition to Bursa Malaysia Securities Berhad.

On 12 January 2012, Bursa Malaysia Securities Berhad approved the listing and quotation for the Consideration Shares to be issued pursuant to the Proposed Acquisition.

The Proposed Acquisition was completed on 21 February 2012 with the listing and quotation of 154,520,000 new ISB Shares amounted to RM15,452,000 on the ACE Market of Bursa Malaysia Securities Berhad.

(vi) On 1 April 2011, Hong Leong Investment Bank Berhad (“HLIB”) on behalf of the Board of Directors of Ingenuity Solutions Berhad announced that the Company proposed to undertake the following:

(a) Proposed renounceable right issue of up to 291,175,040 new ordinary shares of RM0.10 each in ISB (“Right Shares”) on the basis of two (2) Rights Shares for every one (1) existing ordinary share of RM0.10 each held in ISB (“ISB Shares” or “Shares”) together with up to 218,381,280 free detachable warrants (“Warrants”) on the basis of three (3) Warrants for every four (4) Rights Shares subscribed (“Proposed Rights issue with Warrants”);

(b) Proposed establishment of an employees’ share option scheme (“ESOS”) for the eligible employees and directors of ISB and its subsidiary companies (“ISB Group” or “Group”) (“Proposed ESOS”);

(c) Proposed increase in the authorised share capital of the Company from RM25,000,000 comprising 250,000,000 ISB Shares to RM 100,000,000 comprising 1,000,000,000 ISB Shares (“Proposed Increase In Authorised Share Capital”); and






(vi) On 1 April 2011, Hong Leong Investment Bank Berhad (“HLIB”) on behalf of the Board of Directors of Ingenuity Solutions Berhad announced that the Company proposed to undertake the following: cont’d

(d) Proposed amendments to the Memorandum and Articles of Association of ISB (“M&A”) (“Proposed M&A Amendments”).

(collectively referred to as the “Proposals”)

Bank Negara via its letter dated 27 April 2011, approved the application for the issuance of Warrants to non-resident shareholders of ISB pursuant to the Proposed Right Issue with Warrants.

On 11 May 2011, HLIB, on behalf of the Board, announced that Bursa Malaysia Securities Berhad had, via its approval letter dated 10 May 2011 approved the following;-

(a) Admission of the Official List and the listing of and quotation of up to 218,381,280 Warrants, to be issued pursuant to the Proposed Rights Issue with Warrants;

(b) Listing of and quotation of up to 291,175,040 new shares, to be issued pursuant to the Proposed Rights Issue with Warrants;

(c) Listing of and quotation of up to 218,381,280 new shares, to be issued pursuant to the exercise of the Warrants; and

(d) Listing of and quotation of up to 65,514,000 new shares, representing up to 10% of the issued and paid up ordinary share capital of ISB, to be issued pursuant to the exercise of options under the Proposed ESOS.

On 6 June 2011, Ingenuity Solutions Berhad’s shareholders had, in an Extraordinary General meeting held on this date, approved the Proposals.

On 9 June 2011, HLIB, on behalf of the Company, announced that the Board has fixed the issue price of the Rights Shares at RM0.10 per Right Share. On even date, HLIB, on behalf of ISB, announced that the Board had fixed the exercise price of the Warrants at RM0.10 per Warrant.

On even date, HLIB also on behalf of the Company announced that the Entitlement Date has been fixed on 23 June 2011 at 5.00 p.m. and the other relevant dates pertaining to the Rights Issue with Warrants.

On 22 June 2011, HLIB on behalf of the Company announced that the abridged prospectus in relation to the Rights Issue with Warrants has been duly registered with the Securities Commission and lodged with the Registrar of Companies on 22 June 2011.

On 18 July 2011, HLIB on behalf of the Company announced that at the close of acceptance, excess application and payment for the Rights Issue with Warrants, ISB received total valid acceptances and excess applications for 243,189,716 Rights Shares together with 182,392,287 Warrants. This represents a subscription rate of 83.52% of the total number of 291,175,040 Rights Shares together with 218,381,280 Warrants available for subscription under the Rights Issue with Warrants. As such, the minimum subscription level of 153,664,616 Rights Shares and 115,248,462 Warrants has been met.

On 22 July 2011, the right issue of the Company has been completed following the listing and quotation of 243,189,716 Rights Shares of RM0.10 each together with 182,392,287 Warrants on the ACE Market of Bursa Malaysia Securities Berhad.





(vii) On 22 July 2011, ISB received a legal claim by a third party for alleged billboard advertisement charges totaling RM219,400 together with interest thereon. The case management is fixed on 26 July 2012.

The Directors are of the opinion that no provision is required for the above claim.

(viii) On 2 March 2012, the Company proposed to change its name from Ingenuity Solutions Berhad to Ingenuity Consolidated Berhad (“Proposed Change of Name”).

The name of Ingenuity Consolidated Berhad had been approved and reserved by the Companies Commission of Malaysia. The Proposed Change of Name is subject to the approval of the shareholders of the Company at the forthcoming Extraordinary General meeting.

(ix) On 2 March 2012, HLIB on behalf of the Company announced that ISB proposes to undertake the following proposals:-

(a) Proposed private placement of new ordinary shares of RM0.10 each in ISB (“ISB Shares”), representing up to 30% of the issued and paid-up share capital of ISB (“Placement Shares”) (“Proposed Private Placement”);

(b) Proposed establishment of an employees’ share option scheme (“ESOS”) of up to 30% of the issued and paid-up share capital of ISB for the eligible employee and directors of ISB and its subsidiary companies (“ISB Group”) (“Proposed ESOS”);

(c) Proposed increase in the authorised share capital of the Company from RM100,000,000 comprising 1,000,000,000 ISB Shares to RM200,000,000 comprising 2,000,000,000 ISB Shares (“Proposed Increase In Authorised Share Capital”); and

(d) Proposed amendments to the Memorandum and Articles of Association of ISB (“M&A”) (“Proposed M&A Amendments”).

(collectively referred to as the “Proposals”)

On 3 April 2012, the Company has submitted the listing application in respect of the Proposals to Bursa Malaysia Securities Berhad.

(x) On 4 April 2012, the Company announced that Ingens, a 100% owned subsidiary company of Vistavision Resources Sdn Bhd had entered into a Memorandum of Sale to acquire a freehold 3-storey warehouse building in Mukim Glenmarie, Daerah Petaling, Negeri Selangor Darul Ehsan for a cash consideration of RM10,050,000.

The acquisition of the said building is still not complete as at to date.

(xi) On 13 June 2012, Ingens Sdn Bhd, a wholly-owned subsidiary company of Vistavision Resources Sdn Bhd, has incorporated a 100% owned subsidiary company, Ingens Direct Sdn Bhd.

(xii) On 14 June 2012, DSS Distribution Sdn Bhd, a wholly-owned subsidiary company of Ingens Sdn Bhd, has incorporated a 60% owned subsidiary company, DSS Ikhlas Sdn Bhd.





29. SEGMENTAL REPORTING – GROUP

Management currently identifies the Group’s ICT distribution and enterprise systems as operating segments. These operating segments are monitored and strategic decisions are made on the basis of adjusted segment operating results. The following summary describes the operations in each of the Group’s reportable segments:-

ICT distribution - Distribution of volume ICT products to resellers and retailers Enterprise systems - Enterprise and Hotel Management Solutions Others - Investment holding and dormant

Transfer pricing between operating segments are on a negotiated basis and all other transactions with third parties are on an arm’s length basis.

Business segments

2012 NoteICT

distributionEnterprise

systems Others Elimination ConsolidatedRM RM RM RM RM

Revenue:External customers 55,163,414 8,766,296 - - 63,929,710

Results:Interest income 8 - 38,779 - 38,787Finance cost (21,117) - - - (21,117)Depreciation (23,756) (307,397) (9,786) - (340,939)Tax expense (74,000) - - - (74,000)Other non-cash

Expenses i -

(996,380) - - (996,380)Segment profit/ (loss) 120,682 (2,255,694) (1,070,379) - (3,205,391)

Assets:Additions to non-current

assets ii 91,366 745,891 420,760 - 1,258,017

2011 NoteICT

distributionEnterprise

systems Others Elimination ConsolidatedRM RM RM RM RM

Revenue:External customers - 6,220,786 - - 6,220,786

Results:Interest income - - 24,194 - 24,194Depreciation - (277,726) - - (277,726)Tax income - 6,841 - - 6,841Other non-cash

Expenses i - (776,454) - - (776,454)Segment loss - (1,106,731) (303,780) - (1,410,511)

Assets:Additions to non-current

assets ii - 2,607 - - 2,607




29. SEGMENTAL REPORTING – GROUP cont’d

Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements:-

i. Other material non-cash expenses consist of the following items:-

2012 2011RM RM

Allowance for slow moving inventories - (32,033)Allowance for impairment loss on receivables - (105,509)Amortisation of intangible assets (1,017,672) (625,867)Bad debts written off (70,503) (203,711)Inventories written off (31,354) (137,502)Property, plant and equipment written off (6,233) -Allowance for impairment loss on receivables no longer required 97,349 229,030Allowance for slow moving inventories no longer required 32,033 99,138

(996,380) (776,454)

ii. Additions to non-current assets consist of:-

2012 2011RM RM

Property, plant and equipment 1,258,017 2,607

Geographical segment

No geographical segment has been prepared as the Group principally operates in Malaysia.

Major customers

The following are major customers with revenue equal or more than 10% of the Group’s revenue:-

2012 2011RM RM

3 (2011: 1) customers 38,083,198 812,150

30. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets and liabilities of the Group and of the Company at the reporting date approximate their fair values due to their short-term nature or immaterial discounting impact.





31. DISCLOSURE OF REALISED AND UNREALISED LOSSES

With the purpose of improving transparency, Bursa Malaysia Securities Berhad had on 25 March 2010, and subsequently on 20 December 2010, issued directives which require all listed corporations to disclose the breakdown of unappropriated profits or accumulated losses into realised and unrealised on group and company basis in the annual audited financial statements.

The breakdown of accumulated losses as at the reporting date which has been prepared by the Directors in accordance with the directives from Bursa Malaysia Securities Berhad stated above and 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 are as follows:

Group Company2012 2011 2012 2011

RM RM RM RM

Accumulated losses of the Group and of the Company- Realised loss (21,402,304) (11,286,770) (16,258,648) (7,024,722)- Unrealised loss (233,000) - - -

(21,635,304) (11,286,770) (16,258,648) (7,024,722)Consolidation adjustments 2,711,678 3,776,188 - -

(18,923,626) (7,510,582) (16,258,648) (7,024,722)

The disclosure of realised and unrealised above is solely for complying with the disclosure requirements stipulated in the directive of Bursa Malaysia Securities Berhad and should not be applied for any other purposes.




Analysisof Shareholdings

as at 13th August 2012

Authorised Share Capital : RM100,000,000 divided into 1,000,000,000 ordinary shares of RM0.10 each. Paid-up Share Capital : RM54,329,723.60 divided into 543,297,236 ordinary shares of RM0.10 each.Class of Shares : Ordinary Shares of RM0.10 each fully paidVoting Right : One vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

Size of ShareholdingsNo. of

Shareholders Holdings Total Holdings %

Less Than 100 shares 5 273 0.00

100 To 1,000 shares 121 80,207 0.02

1,001 To 10,000 shares 581 3,849,000 0.71

10,001 To 100,000 shares 909 42,922,900 7.90

100,001 To Less Than 5% of issued shares 312 372,233,632 68.51

5% and above of issued shares 2 124,211,224 22.86

Total 1,930 543,297,236 100

SUBSTANTIAL SHAREHOLDERS

Direct Interest Indirect Interest

ShareholdersNo. of

Shares %No. of

Shares %

Firstwide Success Sdn Bhd 98,496,924 18.13 - -

Dato’ Feroz Bin A S Moidunny - - 98,496,924 (1) 18.13

Wong Hun Liang - - 98,496,924 (1) 18.13

Chin Boon Long 65,800,732 12.11 98,496,924 (2) 18.13

Chan Swee Ying - - 164,297,656 (3) 30.24

Note:-

(1) Deemed interested by virtue of their direct interests in Firstwide Success Sdn Bhd pursuant to section 6A of the Companies Act, 1965. (2) Deemed interested by virtue of his spouse, Chan Swee Ying’s direct interest in Firstwide Success Sdn Bhd pursuant to section 6A of the

Companies Act, 1965. (3) Deemed interested by virtue of her spouse, Chin Boon Long’s substantial interest in Ingenuity Solutions Berhad and her direct interest in

Firstwide Success Sdn Bhd pursuant to section 6A of the Companies Act, 1965.



Analysis of Shareholdingsas at 13th August 2012cont’d

DIRECTORS’ SHAREHOLDINGS


DirectorsNo. of

Shares %No. of

Shares %

Dato’ Feroz Bin A S Moidunny - - 98,496,924 (1) 18.13

Wong Hun Liang - - 98,496,924 (1) 18.13

Low Gah Luen - - 25,500,000 (2) 4.69

Note:-

(1) Deemed interested by virtue of their direct interests in Firstwide Success Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.(2) Deemed interested by virtue of his direct interest in Landasan Simfoni Sdn Bhd pursuant to Section 6A of the Companies Act 1965.(3) Deemed interested by virtue of her spouse, Chin Boon Long’s substantial interest in Ingenuity Solutions Berhad and her direct interest

in Firstwide Success Sdn. Bhd. pursuant to section 6A of the Companies Act, 1965.

THIRTY (30) LARGEST SHAREHOLDERS

No. ShareholdersNo. of

Shares %

1 JF APEX NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR FIRSTWIDE SUCCESS SDN BHD (MARGIN)

92,851,924 17.09

2 JF APEX NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHIN BOON LONG

31,359,300 5.77

3 MALAYSIAN TRUSTEES BERHADLANDASAN SIMFONI SDN BHD

25,500,000 4.69

4 MALAYSIAN TRUSTEES BERHADTITANIUM HALLMARK SDN BHD

24,500,000 4.51

5 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR DIONG MEE (RF2 MARGIN)

19,486,800 3.59

6 TAN CHIN CHING 17,000,000 3.13

7 LIEW YOKE LING 16,685,300 3.07

8 AMSEC NOMINEES (TEMPATAN) SDN BHDYAP SIEW YOON (8972-1101)

11,564,000 2.13

9 MAYBANK NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHIN BOON LONG

11,176,200 2.06

10 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHIN BOON LONG (8080107)

10,710,000 1.97

11 LOH LEE YIN 10,500,000 1.93

12 SJ SEC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHIN BOON LONG (SMT)

9,555,232 1.76

13 AFFIN NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR TAN KWEE ENG (TAN1125C)

8,184,000 1.51

14 ECML NOMINEES (TEMPATAN) SDN. BHDPLEDGED SECURITIES ACCOUNT FOR KAU KIAN BOON (001)

7,150,900 1.32

15 CHAN JIIN MING 6,506,800 1.20



THIRTY (30) LARGEST SHAREHOLDERS cont’d

No. ShareholdersNo. of

Shares %

16 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR HONG HUEI LENG (RF2-MARGIN)

6,468,000 1.19

17 BU YAW SENG 6,000,000 1.10

18 SJ SEC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHAI WEI WEI (SMT)

5,973,500 1.10

19 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR DIONG MEE (STF)

5,796,000 1.07

20 ECML NOMINEES (TEMPATAN) SDN. BHDPLEDGED SECURITIES ACCOUNT FOR FIRSTWIDE SUCCESS SDN BHD (001)

5,645,000 1.04

21 DIONG MEE 5,000,000 0.92

22 TAN CHONG SWEE 4,700,000 0.87

23 M & A NOMINEE (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR WONG WHEE CHIN (M&A)

4,653,000 0.86

24 PUBLIC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR TAN CHONG SWEE (E-KLC)

4,500,000 0.83

25 KENANGA NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR YEE KIM KEOW

4,100,000 0.75

26 AMSEC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR LEE GZE ING

4,000,000 0.74

27 PUBLIC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHEOK KUANG YI (E-KLC)

3,975,300 0.73

28 M & A NOMINEE (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR CHERNG CHIN GUAN (M&A)

3,619,500 0.67

29 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR LOO SWEE WENG (8083249)

3,100,000 0.57

30 CHIN BOON LONG 3,000,000 0.55

Analysis of Shareholdings

as at 13th August 2012cont’d



Analysisof Warrant Holdings

as at 13th August 2012

Issued Size : 182,392,287 warrantsNo. of Warrant Holders : 716 Warrantholders

DISTRIBUTION OF WARRANT HOLDINGSAS AT 13TH AUGUST 2012

Size of Warrant HoldingsNo. of

Warrant Holders Holdings Total Holdings %

Less Than 100 warrant 2 112 0.00

100 To 1,000 warrant 19 5,350 0.00

1,001 To 10,000 warrant 79 558,275 0.31

10,001 To 100,000 warrant 361 20,472,850 11.22

100,001 To Less Than 5% of issued warrant 254 150,875,700 82.72

5% and above of issued warrant 1 10,480,000 5.75

Total 716 182,392,287 100

SUBSTANTIAL WARRANTS HOLDER


ShareholdersNo. of

Warrants %No. of

Warrants %

Lam Yen Ling 10,480,000 5.75 - -

DIRECTORS’ WARRANTHOLDINGS


DirectorsNo. of

Warrants %No. of

Warrants %

Dato’ Feroz Bin A S Moidunny - - 62 (1) Negligible

Wong Hun Liang - - 62 (1) Negligible

Note:-

(1) Deemed interested by virtue of their direct interests in Firstwide Success Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

THIRTY (30) LARGEST WARRANT HOLDERS

No. Warrant HoldersNo. of

Warrants %

1 LAM YEN LING 10,480,000 5.75

2 GOH TEN FOOK 7,700,700 4.22

3 GOH KOK SIANG 7,500,000 4.11

4 SIEW WEI SING 6,500,000 3.56

5 ECML NOMINEES (TEMPATAN) SDN. BHD 6,066,400 3.33



THIRTY (30) LARGEST WARRANT HOLDERS cont’d

No. Warrant HoldersNo. of

warrants %

6 CHAN JIIN MING 5,000,000 2.74

7 TAN CHONG SWEE 3,545,000 1.94

8 LOH LEE YIN 3,500,000 1.92

9 AMSEC NOMINEES (TEMPATAN) SDN BHD 3,000,000 1.64

10 HDM NOMINEES (TEMPATAN) SDN BHD 2,850,000 1.56

11 TAN KIAN PING 2,300,000 1.26

12 LIM KEAN LAM 2,000,000 1.10

13 TAN KEE SEONG 2,000,000 1.10

14 CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,900,000 1.04

15 HO KUAN HONG 1,800,000 0.99

16 WONG JING HERNG 1,600,000 0.88

17 CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,600,000 0.88

18 SAI CHONG JIN 1,500,000 0.82

19 ANG WOUN-ENG 1,350,000 0.74

20 TAN YOUNG TAT 1,300,000 0.71

21 LING LU KUANG 1,230,000 0.67

22 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 1,150,000 0.63

23 HLG NOMINEE (TEMPATAN) SDN BHD 1,100,500 0.60

24 PHOON KAR KWEE 1,100,000 0.60

25 HLG NOMINEE (TEMPATAN) SDN BHD 1,100,000 0.60

26 CHONG BOON KOK 1,050,000 0.58

27 MO LEAN CHOO 1,000,000 0.55

28 AFFIN NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.55

29 CHEW ENG LEE 1,000,000 0.55

30 PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.55

Analysis of Warrant Holdings

as at 13th August 2012cont’d



Noticeof Annual General Meeting

NOTICE IS HEREBY GIVEN that the Ninth (9th) Annual General Meeting of Ingenuity Solutions Berhad will be held at the Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 20th day of September 2012 at 8:30 a.m. for the following purposes:-

AGENDA

AS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31st March 2012 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of Directors’ fees for the financial year ended 31st March 2012.

3. To re-elect the following Directors retiring in accordance with the Company’s Articles of Association:

ii) Wong Hun Liang [Article 76(2)]ii) Low Gah Luen [Article 76(3)]iii) Lim Boon Hong [Article 76(3)]

4. To re-appoint Messrs SJ Grant Thornton as Auditors of the Company and to authorise the

Board of Directors to fix their remuneration. AS SPECIAL BUSINESS 5. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF

THE COMPANIES ACT, 1965

“THAT, subject always to the Companies Act, 1965 (“the Act”), the Articles of Association of the Company and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Act, to issue shares in the Company from time to time at such price and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being, and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.

AND THAT the Directors be and are also hereby empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued.

AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

6. PROPOSED CHANGE OF NAME TO INGENUITY CONSOLIDATED BERHAD

“THAT the name of the Company be changed from Ingenuity Solutions Berhad to Ingenuity Consolidated Berhad effective from the date of issuance of the Certificate of Incorporation on Change of Name by the Companies Commission of Malaysia AND THAT all references in the Memorandum and Articles of Association of the Company to the name of Ingenuity Solutions Berhad, wherever the same may appear, shall be deleted and substituted with Ingenuity Consolidated Berhad.”

By Order of the Board

LIM SECK WAH (MAICSA 0799845)Company Secretary

Dated this 30th day of August 2012.Kuala Lumpur

(Please refer to Note 1)

(Ordinary Resolution 1)

(Ordinary Resolution 2)(Ordinary Resolution 3)(Ordinary Resolution 4)



(Special Resolution 1)



Notes:

1. The Agenda No.1 is meant for discussion only as the Company’s Articles of Association provides that the audited financial statements are to be laid in the general meeting and do not require a formal approval of shareholders. Hence, it is not put forward for voting.

2. For the purpose of determining a member who shall be entitled to attend, speak and vote at the Annual General Meeting, the Company shall be requesting the Record of Depositors as at 14th September 2012. Only a depositor whose name appears on the Record of Depositors as at 14th September 2012 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.

3. A member entitled to attend and vote at the meeting is entitled to appoint up to two(2) proxies to attend and vote in his/her stead. A proxy needs not be a member of the Company.

4. Where a member appoints two(2) proxies to attend at the same meeting, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.

5. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.

6. 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.

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

8. The Form of Proxy must be deposited at the Company’s Registered Office at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

9. Explanatory notes on Special Business

9.1 The proposed Ordinary Resolution 6 is primarily to give flexibility to the Board of Directors to allot and issue up to 10% of the issued capital at any time in their absolute discretion and for such purposes as they consider would be in the interest of the Company without convening a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/diversification proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued capital.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares when the needs may arise during the financial year, it is thus considered appropriate that the Directors be empowered to issue shares in the Company, up to any amount not exceeding in total 10% of the issued share capital of the Company for the time being, for such purposes. The authority for allotment of shares will provide flexibility to the Company for the allotment of shares for the purpose of funding future investment, working capital and/or acquisitions.

The previous mandate granted by the shareholders at the last Annual General Meeting held on 20th September 2011 was not exercised.

9.2 The proposed Special Resolution 1 is to change the Company’s name from Ingenuity Solutions Berhad to Ingenuity Consolidated Berhad. The proposed change of name is to better reflect the Group’s strategy to a consolidated one-stop ICT platform, i.e. involving various fields of the ICT industry particularly in the area of software solutions, ICT product distribution and systems integration and services business. The proposed change of name, if approved by the shareholders of the Company, will take effect from the date of issuance of the Certificate of Incorporation on Change of Name of Company (Form 13) by the Companies Commission of Malaysia.

BUKIT JALIL GOLF & COUNTRY RESORT ROUTE MAPJalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur. Tel : 03 – 8994 1600 Fax : 03 – 8994 6070

Notice of Annual General Meeting

cont’d

86


Annual Report 2012

This page has been intentionally left blank.

PROXY FORM

(Before completing this form please refer to the notes below)

I/We ................................................................................. NRIC No./Passport No./Company No. ......................................... (Full name in Block Letters)

of.............................................................................................................................................................................................(Full Address)

being a member/members of INGENUITY SOLUTIONS BERHAD hereby appoint the following person(s):-

Name of proxy, NRIC No. & Address No. of shares to be represented

1.

2.

or failing him/her, the Chairman of the Meeting as *my/our proxy/proxies to attend and vote for *me/us and on my/our behalf at the Ninth Annual General Meeting of Ingenuity Solutions Berhad to be held at the Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 20th day of September 2012 at 8:30 a.m. and at every adjournment thereof to vote as indicated below:-

FIRST PROXY SECOND PROXY

FOR AGAINST FOR AGAINST

Ordinary Resolution 1 - Directors’ fees

Ordinary Resolution 2 - Re-election of Mr Wong Hun Liang

Ordinary Resolution 3 - Re-election of Mr Low Gah Luen

Ordinary Resolution 4 - Re-election of Mr Lim Boon Hong

Ordinary Resolution 5 - Re-appointment of auditors

Ordinary Resolution 6 - Authority to issue shares

Special Resolution 1 – Proposed Change of Company’s name

(Please indicate with an “x” in the space provided above on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his/her discretion).

In case of a vote taken by a show of hands, the First-named Proxy shall vote on *my/our behalf.

As witness my hand this…………...……..day of……………………………2012.

Signature/Common Seal of Shareholders* Strike out whichever is not desired.

Notes :- 1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the Annual General Meeting, the Company shall

be requesting the Record of Depositors as at 14th September 2012. Only a depositor whose name appears on the Record of Depositors as at 14th September 2012 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.

2. A member entitled to attend and vote at the meeting is entitled to appoint up to two(2) proxies to attend and vote in his/her stead. A proxy needs not be a member of the Company.

3. Where a member appoints two(2) proxies to attend at the same meeting, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.

4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.

5. Where a member 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.

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

7. The Form of Proxy must be deposited at the Company’s Registered Office at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

No. of ordinary shares held

AFFIXSTAMP

1st Fold Here

Fold This Flap For Sealing

Then Fold Here

The Company Secretary

INGENUITY SOLUTIONS BERHAD (609423 V)

Level 15-2, Bangunan Faber Imperial Court,Jalan Sultan Ismail,50250 Kuala Lumpur

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