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Asia Media Group Bhd Annual Report 2010

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Asia Media Group Bhd Annual Report 2010

Asia Media Group Bhd Annual Report 2010

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  • 1. ASIA MEDIA GROUP BERHAD (Company No. 813137-V) ASIA MEDIA GROUP BERHAD (formerly known as Gerak Bayan Sdn Bhd) (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965)ASIA MEDIA GROUP BERHAD (formerly known as Gerak Bayan Sdn Bhd) (Company No. 813137-V) Head Office No: 35, 1st Floor, Jalan Bandar 16 Pusat Bandar Puchong 47100 Puchong Selangor Darul Ehsan, Malaysia Tel: +603 5882 7788 Fax: +603 5882 6622 Homepage www.asiamedia.net.my Annual Report 2010
  • 2. 02 Our PhilosophyCONTENTS 03 Corporate Structure 04 Corporate Information 05 Financial Highlights 08 Chairman’s Statement 10 Chief Executive Officer‘s Report 13 Significant Milestones 17 Event Highlights 18 Board of Directors’ Profile 20 Statement on Corporate Governance 26 Audit Committee Report 30 Statement on Internal Control 31 Additional Compliance Information 32 Directors Report 36 Statement by Directors 36 Statutory Declaration 37 Independent Auditors Report 39 Statements of Financial Position 40 Statements of Comprehensive Income 41 Statements of Changes in Equity 42 Statements of Cash Flows 43 Notes to the Financial Statements 67 Analysis of Shareholdings 70 Notices of Annual General Meeting Proxy Forms
  • 3. Our Philosophy At Asia Media, we believe in integrity and trust. Both these values form the foundations and pillars of our organisation and foster our relationships with all of our stakeholders which include our valued customers, our communities in which we operate, our investors as well as our greatest assets, our people. The company has experienced rapid growth and expansion since its inception, is continuing to build a reputable presence in the country’s digital out-of-home industry.2 ASIA MEDIA GROUP BERHAD (813137-V)
  • 4. CORPORATE STRUCTURE ASIA MEDIA GROUP BERHAD (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965) Asia Media Sdn Bhd 100%Asia Media Asia Media Marketing Interactive Transnet Sdn Bhd Sdn Bhd Express Sdn Bhd 100% 100% 100% ANNUAL REPORT 2010 ANNUAL REPORT 2010 ANNUAL R POR NNU REPOR PORT 3
  • 5. CORPORATE INFORMATIONBOARD OF DIRECTOR REGISTERED OFFICEDATUK WIRA SYED ALI Level 8, Symphony HouseBIN TAN SRI ABBAS ALHABSHEE Pusat Dagangan Dana 1(Non-Executive Chairman) Jalan PJU 1A/46(Redesignated on 23 May 2011) 47301 Petaling Jaya Selangor Darul EhsanDATO’ WONG SHEE KAI T : 03-7841 8000(Executive Director and Chief Executive Officer) F : 03-7841 8199SABARUDDIN BIN AHMAD SABRI PRINCIPAL PLACE OF BUSINESS(Executive Director) No. 35, First FloorDATO’ HUSSIAN @ RIZAL BIN A. RAHMAN Jalan Bandar 16(Independent Non-Executive Director) Pusat Bandar Puchong 47100 PuchongYEONG SIEW LEE Selangor Darul Ehsan(Independent Non-Executive Director) T : 03-5882 7788 F : 03-5882 6622TEH SEW WAN W : www.asiamedia.net.my(Non Independent Non-Executive Director)(Resigned on 23 May 2011) PRINCIPAL BANKERS AmBank (M) BerhadAUDIT COMMITTEE Malayan Banking BerhadDato’ Hussian @ Rizal Bin A. RahmanChairman AUDITORSDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee STYL Associates (AF 001929)Member Chartered Accountants 107B Jalan Aminuddin BakiYeong Siew Lee Taman Tun Dr IsmailMember 60000 Kuala Lumpur T : 03-7727 5573NOMINATION COMMITTEE SPONSORDato’ Hussian @ Rizal Bin A. RahmanChairman PM Securities Sdn Bhd (66299-A) Mezzanine Floor, Menara PMIDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee No.2, Jalan Changkat CeylonMember 50200 Kuala Lumpur T : 03-2715 1330Yeong Siew LeeMember SHARE REGISTRAR Tricor Investor Services Sdn BhdREMUNERATION COMMITTEE Level 17, The Gardens North TowerDato’ Hussian @ Rizal Bin A. Rahman Mid Valley CityChairman Lingkaran Syed Putra 59200 Kuala LumpurDato’ Wong Shee Kai T : 03-2264 3883Member F : 03-2282 1886Yeong Siew Lee STOCK EXCHANGE LISTINGMember ACE Market of Bursa MalaysiaCOMPANY SECRETARIES Securities Berhad Stock Name : AMEDIASee Siew Cheng (MAICSA 7011225) Stock Code : 0159Eow Willey (MAICSA 7031441)4 ASIA MEDIA GROUP BERHAD (813137-V)
  • 6. FINANCIAL HIGHLIGHTS Revenue Gross Profit (RM million) (RM million) 23.38 (3) 11.36 (3) 25 12 10 20 CAGR CAGR 88.3% (3) 8 85.1% 6.88 (3) 15 13.15 6 10 3.83 (3) 6.53 (3) 4 5 3.5 (2) 1.79 (2) 2 0 0 2007 (1) 2008 (1) 2009 (1) 2010 (1) 2007 (1) 2008 (1) 2009 (1) 2010 (1) Profit Before Tax Earning Per Share (“EPS”) (RM million) (Sen) 7.74 (3) 5.95 (3) 8 6 5 6 CAGR CAGR 121.7% 4 122.5% 3.36 (3) 2.58 (3) 4 3 2 2 1.41 (3) 1.09 (3) 0.71 (2) 1 0.54 (2) 0 0 2007 (1) 2008 (1) 2009 (1) 2010 (1) 2007 (1) 2008 (1) 2009 (1) 2010 (1)Notes:1. Proforma consolidated results prepared for illustration purposes is based on the audited financial statement of the companies in the group and on the assumption that the current structure of the group has been in existence throughout the period under review.2. Based on audited three (3) months financial period ended 31 December 2007.3. Based on proforma consolidated results for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 respectively for illustrative purposes.CAGR = Compounded Average Growth Rate ANNUAL REPORT 2010 5
  • 7. FINANCIAL HIGHLIGHTScont’dSUMMARISED GROUP INCOME STATEMENTSFinancial Year Ended 31 December Proforma* Audited 2007(1) 2008(2) 2009(2) 2010(2) 2010(3)FYE 31 December RM RM RM RM RMRevenue 3,501,620 6,533,187 13,150,080 23,375,537 16,554,093Cost of Sales (1,709,095) (2,702,900) (6,267,488) (12,020,436) (8,644,850)Gross profit (“GP”) 1,792,525 3,830,287 6,882,592 11,355,101 7,909,243EBITDA 968,759 2,187,285 4,233,739 9,244,683 11,297,585Less:Amortisation - (5,422) (5,458) (25,980) (24,176)Depreciation (143,721) (815,758) (830,127) (1,439,402) (960,720)Net interest income/(cost) (113,993) 45,682 (39,664) (39,385) (26,079)Profit before tax (“PBT”) 711,045 1,411,787 3,358,490 7,739,916 10,286,610Taxation (5,821) - - (2,698) (4,872)Profit after tax (“PAT”) 705,224 1,411,787 3,358,490 7,737,218 10,281,738Net profit attributable to shareholders 705,224 1,411,787 3,358,490 7,737,218 10,281,738Issued and paid-up share capital base 130,000,000 130,000,000 130,000,000 130,000,000 130,000,000 (4)Basic EPS (sen) 0.54 1.09 2.58 5.95 14.87Profit MarginGP margin (%) 51.2 58.6 52.3 48.6 47.8EBITDA margin (%) 27.7 33.5 32.2 39.5 68.2PBT margin (%) 20.3 21.6 25.5 33.1 62.1PAT margin (%) 20.1 21.6 25.5 33.1 62.1Growth RatesRevenue (%) n/a 86.6 101.3 77.8 n/aEBITDA (%) n/a 125.8 93.6 118.4 n/aPBT (%) n/a 98.6 137.9 130.5 n/aPAT (%) n/a 100.2 137.9 130.4 n/a6 ASIA MEDIA GROUP BERHAD (813137-V)
  • 8. FINANCIAL HIGHLIGHTS cont’dSUMMARISED GROUP’S FINANCIAL POSITIONAs at 31 December 2010 Audited 2010FYE 31 December RMCurrent assets 5,530,191Current liabilities 4,443,158Current ratio (times) 1.24Short term debt 820,055Long term debt 414,755Total debt 1,234,810Total equity 23,278,438Total debt/total equity (times) 0.05Cash reserve 1,675,503Net cash 440,693Shareholders’ funds 23,278,438Net Assets/Share 0.18 ANNUAL REPORT 2010 7
  • 9. CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors (“Board”), I am pleased to present the Annual Report and the Audited Consolidated Financial Statements of Asia Media Group Berhad (“AMGB” or “Company”) and its subsidiary companies (“Group”) for the financial year ended 31 December 2010 (“FYE2010”).FINANCIAL PERFORMANCE Net profit attributable to shareholders was RM10.282 million in FYE2010 which is translated into earnings perThe Group achieved favourable financial performance share of 14.87 sen. The Group’s shareholder funds werein FYE2010 backed by the recovery of the Malaysian RM 23.278 million and net assets per share was 18 seneconomy and the rebound of consumer sentiment. The as at end of 2010.GDP of Malaysia registered a growth rate of +7.2% y-o-yin 2010 against -1.7% y-o-y in 2009. Likewise, a more The Group adopted a prudent financial managementpositive consumer sentiment played an essential role to strategy where the Group’s debt to total equity ratio is onlyinstil stronger business confidence amongst advertisers 0.05 times at the end of 2010, with total debt of RM1.235in 2010. The Group recorded a revenue of RM16.554 million against total equity of RM23.278 million. The cashmillion and profit before taxation of RM 10.287 million, balances conserved as at end of FYE2010 was RM1.676that were mainly contributed by Asia Media Sdn Bhd million. With a healthy balance sheet position, the Group is(“AMSB”) and Transnet Express Sdn Bhd (“TESB”), on stronger footing to seize any market opportunities thatfollowing the successful acquisition of AMSB and TESB by may arise in the near future.the Company. AMSB and TESB were acquired as whollyowned subsidiaries by the Company on 3 May 2010.8 ASIA MEDIA GROUP BERHAD (813137-V)
  • 10. CHAIRMAN’S STATEMENT cont’dThe Group’s financial liquidity remained healthy with positive operating cash inflow of RM6.154 million in FYE2010. The netinvesting cash was an outflow of RM4.587 million, primarily due to capital expenditure of RM5.883 million incurred in 2010for the deployment of LCD TV into buses and the purchase of related digital equipment and services. A negative financingcashflow of RM0.599 million was registered in FYE2010 mainly due to the repayment of term loan. Overall, the Groupachieved a net increase in cash balances of RM0.968 million in FYE2010.CORPORATE DEVELOPMENTOn 11 January 2011, the Company was successfully listed on the ACE Market of Bursa Malaysia Securities Berhad of which90 million ordinary Shares of RM0.10 each (“Shares”) was issued by way of private placement to the selected investorsand 8 million Shares for application by the public was issued at RM0.23 per Share. The gross proceeds of RM22.54 millionfrom the public issue of 98 million Shares will be utilised as below: Item Timeframe for utilisation from the date of listing RM’000 Capital expenditure Within 12 months 16,000 Working Capital Within 12 months 5,000 Defray estimated listing expenses Within 2 weeks 1,540 22,540CORPORATE SOCIAL RESPONSIBILITYCorporate social responsibility has formed part of the core values that the Group will always uphold while conducting itselfas a responsible business entity. We are always mindful in contributing back to the local community where we derive oureconomic benefits from. In line with these core fundamental values, we always seek ways to play our social roles andresponsibilities to ensure all stakeholders could benefit from our existence and presence.As a caring and responsive corporate citizen, we believe in contributing back to the community to make this world a betterplace to live amongst our stakeholders. During the year, we have supported numerous organisations and causes, directlyor indirectly via sponsorships through our wide media coverage networks.We sponsored the publicity cost for social and health related issues, namely the “Seminar for single mother on protectingfrom HIV & Violence” which was organised by Women’s Institute of Management (“WIM”) and the “AIDS Aware Campaign- Be the Message to Stop HIV/AIDS” which was organised by ruumz causes and the PT Foundation. We also acted asa media sponsor for Rakan Muda’s “15th GACC International Inter-Varsity Chess Championship Tournament Table” ofUniversity of Malaya.ACKNOWLEDGEMENTOn behalf of the Board, I would like to extend my heartfelt gratitude to our shareholders, bankers, customers, businesspartners and regulatory authorities for their continuous support, guidance and assistance extended to the Group. TheBoard would like to express its appreciation to the management and employees of the Group for their hard work anddedication.DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEECHAIRMAN ANNUAL REPORT 2010 9
  • 11. CHIEF EXECUTIVE OFFICER’S REPORT FINANCIAL PERFORMANCE The Group holds the concessions to operate Transit-TV Network Systems on RapidKL, Causeway Link buses, as well as Plusliner, Nice and Nice++ Express busses in Peninsular Malaysia. The Group generates revenue via three key segments, i.e. advertising air-time sales, programme sponsorship and creative and production works. The Group revenues have grown strongly since inception, posting year-on-year growth rates of 86.6%, 101.3% and 77.8% in FYE2008, FYE2009 and FYE2010 respectively. This is testament to the increasing acceptance and consequently, rising demand for advertising on DOOH media. Rising revenues are also attributable to the success of marketing efforts to promote the Group’s network, which include engaging more media agents and expanding clientele over the years.Concurrently, EBITDA margins have also improved, Note:moving from 27.7% in FYE2007 to 39.5% in FYE2010as a result of economies of scale attained due to higher The Operation Review is based on Proforma Consolidated Financial Performance achieved by the Group in FYE2007demand for DOOH advertising. The notable growth and (3-month), FYE2008 (12-month), FYE2009 (12-month) andprofitability improvements were attained despite of global FYE2010 (12-month) to reflect the overall performance of thefinancial crisis in 2008 and domestic economic deceleration Group assuming the group structure would have establishedin 2009 with GDP growth rate of - 1.7% y-o-y. since inception. The Condensed Consolidated Statement of Financial Performance should be read in conjunction with theThe Group’s profit after taxation has grown at a Proforma Consolidated Financial Information as disclosed in theCompounded Annual Growth Rate (CAGR) of 122.5% Prospectus dated 22 December 2010 and the accompanyingsince 2007 to 2010 (based on annualised 3-months explanatory notes attached with.FYE2007 results), and having recorded a stellar, 130.4%y-o-y jump in FYE2010 profit after taxation to RM7.737million and increase in revenue to RM 23.376 million.10 ASIA MEDIA GROUP BERHAD (813137-V)
  • 12. CHIEF EXECUTIVE OFFICER’S REPORT cont’dCORPORATE ACHIEVEMENTS IN 2010 to return to more typical growth rates with a CAGR of about 11.2% from 2010 to 2014.The Group’s portfolio of public transport bus partnersincluded RapidKL and Causeway Link, as well as Plusliner, However, the DOOH transit media industry is expected toNice and Nice++ express busses. TransNet, the Group’s grow from about RM15.5 million in 2009 to an estimatedTransit-TV Network System, uses LCD-TV screens RM62.5 million in 2014. The DOOH experienced healthyto deliver content such as information, entertainment growth rates from 2007 to 2009, largely because theprogrammes, advertisements and public bulletins on industry is still in its nascent stage and is still growing frompublic transport. a small Adex base contribution at the beginning of this period. This contributed to high year-on-year growth ratesThe Group was recognised as having the largest Transit- from 2007 to 2009. However as the industry develops, theTV Network (for buses) in Malaysia by the Malaysian Book year-on-year growth rates from 2010 to 2014 are expectedof Records in 2008, based on the number of LCD-TVs to stabilise to an average of approximately 30%.installed over the period from September 2007 to March2008. As at end March 2011, the Group has installed Industry Forecast for the Out-of-Home Media Industry3,175 LCD-TV on 1,500 buses. (Malaysia), 2010 – 2014In 2010, the Group has been awarded three (3) Adex Growth Ratelicences (NFP-i, NSP-i and CASP-i) from the Malaysian Year (RM million) (%)Communications and Multimedia Commission (MCMC)and Spectrums for the deployment of Digital Multimedia 2010 217.1 9.6Broadcasting. We have been allocated three blocks of “L” 2011 238.3 9.8Band Spectrums, at 1452.960, 1454.672 and 1456.384MHz respectively, to be utilised for digital multimedia 2012 265.5 11.4broadcasting. We will integrate the Digital Terrestrial 2013 296.3 11.6Television Broadcasting (DTTB) into TransNet. 2014 331.9 12.0DTTB is a type of infrastructure that employs digital CAGR 2010-2014 11.2%broadcasting to transmit TV signals form terrestrialtransmission towers to a conventional aerial. Currently, (Source: Independent Market Research Report, Frost & Sulivan)TransNet utilises a pre-recorded system, where pre-recorded content is uploaded to the individual systems on Industry Forecast for the Digital Out-of-Home Transiteach mode of transport. With DTTB, the Group will be able Media Industry (Malaysia), 2010 – 2014to deliver real-time content and information to the targetedmobile audience via live broadcasts. Adex Growth Rate Year (RM million) (%)The Group plans to deploy DTTB services, and integrateits TransNet network with DTTB. Towards this end, the 2010 21.6 39.3Group will utilise RM16.0 million raised via its Initial Public 2011 29.1 34.7Offering (“IPO”), to purchase transmission equipment forseven transmission towers, as well as network equipment 2012 38.8 33.5and facilities, and network integration in relation to the 2013 49.8 28.2deployment of DTTB. DTTB will initially be rolled out in the 2014 62.5 25.6Klang Valley upon completion of the construction of thetransmitter, transmission towers and gap fillers, expected CAGR 2010-2014 30.5%by the first half of 2011. Two of the towers will be locatedin Kuala Lumpur city area, and one each in Damansara, (Source: Independent Market Research Report, Frost & Sulivan)Putrajaya, Cyberjaya, Klang and Shah Alam.PROSPECTS OF OOH AND DOOH TRANSIT MEDIA INMALAYSIAOverall, the Out-of-Home (“OOH”) media industry isexpected to grow from about RM217.1 million in 2010to an estimated RM331.9 million in 2014. The gradualrecovery from the global economy crisis in 2009 resultedin a relatively high Adex growth rates between 2008 and2009 but the Adex growth rate for the industry is expected ANNUAL REPORT 2010 11
  • 13. CHIEF EXECUTIVE OFFICER’S REPORTcont’dMOVING FORWARD To further fuel growth, we shall promote an inclusive work culture to energise our people. We have engagedWe are pursuing various strategic plans to expand committed and productive employees who add value tothe Group’s business over the next two (2) to three (3) our projects and teams. We measure our success by theyears beyond existing market segment and geographical extent to which we engage every person such that everypresence as summarised as below. role is performed with excellence.Maximise Average Revenue Per Hour I would like to thank everyone within the community for their contribution to the Group’s continuing developmentThe average revenue per hour is measured by dividing the during the past years. The combined efforts of our staff,total revenue from air time and programme sponsorship my management team and our Board of Directors havesales with the number of weeks, followed by seven days been truly inspiring.a week and eighteen hours a day, which are our dailyoperating hours. We intend to increase our efforts to offermore programmes within embedded advertisements,such as infomercials. Additionally, revenue from selling Thank you.sponsorships for each of the programmes on our networkwould be another additional source of revenue. DATO’ WONG SHEE KAIExpand Coverage CHIEF EXECUTIVE OFFICERThis strategy will increase our presence and stimulategrowth and create barriers to expansion and entry forcurrent and prospective competitors. In addition toour current exclusive agreements with existing publictransport providers, we intend to increase our coverage toother forms public transports i.e. monorails and Light RailTransit (LRT). With the penetration into these additionalpublic transports, we will be able to reach out to morepublic transport users, hence increase the exposure andpublicity of our customers.Overseas ExpansionCurrently, our Group is operating solely in the MalaysianDOOH transit media sphere. We intend to increase ourgeographical coverage by expanding regionally in thenear future. With our vast experience and proven trackrecords, we are confident on replicating our businessmodel in other countries, such as in Singapore and capitalcity of Indonesia, i.e. Jakarta. We believe that regionalexpansion will also position us to be more attractive to ourexisting and potential customers whom have presence inthe regional markets.Improve Technology and TechniquesWe intend to procure transmission equipments, networkfacilities and integration of network system to roll out ourinitial stage of Digital Terrestrial Television Broadcasting(DTTB) in the Klang Valley to deliver real-time contentsand information. With the live broadcast features, we areable to deliver real-time advertising with the real-timecontents provided by the local TV stations. In addition, weare also planning to improve our capabilities to broadcastinformation and entertainment to more devices (i.e. mobilephones, personal computers, personal digital assistant)apart from public transports.12 ASIA MEDIA GROUP BERHAD (813137-V)
  • 14. SIGNIFICANT MILESTONES 2007 2 007 AMSB began operations in Pusat Bandar Puchong, Selangor. 2008 AMSB was awarded the concession to operate the Transit-TV Network System in 1,050 RapidKL stage buses, the largest integrated public transport company wholly owned by the Ministry of Finance Malaysia, via LCD digital screens to show infotainment programme, advertisement, community driven messages and public service bulletins to over 1.5 million bus users daily. In October 2007, AMSB was awarded the MSC status by the Multimedia Development Corporation Sdn Bhd with five (5) years tax-free incentives. Official launch of Transnet KL Transit-TV at Sime Darby 8 Convention Centre. 20 0The installation of LCD TV screens in 1,050 RapidKL buseswas completed in early 2008.Transnet KL was officially launched. The transit channelhas been on trial service since November 2007 in 600RapidKL buses.RapidKL buses was installed with two 19-inch LCD TVscreens to broadcast a variety of programmes includingnews, sports and documentaries in 30-minute slots that are A total of 500 LCD TV screens were installed in 250 buses. The installation was completed in September 2008. In mid-2008, AMSB successfully acquired Transit Vision Holdings Sdn Bhd which operates LCD TV screens in 200 luxury coaches own by Konsortium Transnasional Berhad. With this acquisition, the Group has expanded its coverage to Plusliner and Nice++ express buses. Transit Vision Holdings Sdn Bhd was subsequently renamed as Transnetinterspersed with advertisements. Express Sdn Bhd and operates under the brand name of TransNet.AMSB was awarded the concessions to operate Transit-TVNetwork System in Causeway Link stage buses in JohorBahru owned by Handal Indah Sdn Bhd (“Handal Indah”). ANNUAL REPORT 2010 13
  • 15. SIGNIFICANT MILESTONEScont’d 2008 cont’d 20 08Awarded as “Best Start-up Company” by MSC Malaysia at the Asia Pacific ICT Awards.AMSB certified as the “Biggest Transit-TV Network (Bus)” by the Malaysian Book of Records with 3,175 LCD screensinstalled in 1,391 stage and express buses.AMSB is the winner of the SME Rising Star Award 2008 by SMI Association of Malaysia. 2009 2 00 9AMSB was recognised and awarded as one of SME Magazine’s ‘SME100’ award winners.14 ASIA MEDIA GROUP BERHAD (813137-V)
  • 16. SIGNIFICANT MILESTONES cont’d 2009 cont’d 2009AMSB and The Star Publications announced a Joint Media Collaboration to cross-promote their respective mediaproducts on the other’s media platform. AMSB dedicated 10% of its air time to promote The Star Group’s products. Inreturn, The Star Group featured AMSB’s products on its platforms which include newspaper, magazines and radiostations. 2010 AMSB was awarded the winner of The BrandLaureate-SMEs Chapter Award. ANNUAL REPORT 2010 15
  • 17. SIGNIFICANT MILESTONEScont’d 2010 cont’dAMSB participated the ABU Digital Broadcasting Symposium 2010 officiated by the Minister of Information,Communication and Culture, Y.B.Dato Seri Utama Dr. Rais Yatim to create awareness amongst the broadcasting industryplayers.AMSB was awarded with three (3) licences (NFP-i, NSP-i and CASP-i) from Malaysian Communications and MultimediaCommission and Spectrums for the deployment of Digital Multimedia Broadcasting. 10AMSB was allocated 3 Blocks of “L” Band Spectrums, at 1452.960, 1454.672 & 1456.384 MHz respectively to be utilisedfor digital multimedia broadcasting. 0The Group planned to utilise the allocated frequencies to deploy a Digital Terrestrial Television Broadcasting to provide 2innovative services and applications, such as mobile devices, traffic and safety information, interactive programmes anddata information.The Company was successfully listed on the ACE Market of Bursa Securities Malaysia Berhad on 11 January 2011. TheIPO involved an issuance of 98 million new shares at RM0.23 each and was oversubscribed by 21.46 times.The shares debuted with RM0.17 premium to RM0.40 per share and closed at RM0.285 with 40.92 million sharestransacted on the first day of trading.In April 2011, the Prime Minister of Malaysia Y. B. Dato’ Sri Mohd Najib announced that the Group will invest RM 500 millionin developing the 1st Digital Live Transit-TV Broadcasting infrastructure in Malaysia during the 5th EconomicTransformation Programme update.The Group announced on 21 April 2011 on its intention to rollout its networks other states in Peninsular Malaysia, namelyPenang, Perak, Pahang, Kedah, Perlis, Kelantan and Terengganu from 2012 to 2015.16 ASIA MEDIA GROUP BERHAD (813137-V)
  • 18. EVENT HIGHLIGHTS Exhibitions and ExposGoMobile 2009 is organised by CommTechAsia Sdn Bhd together with Multimedia Development Corporation (thecustodian of MSC Malaysia). It was held at Kuala Lumpur Convention Centre in October 2009. AMSB is one of theexhibitors in this mobile events.AMSB supported The Largest Job Fair in Malaysia – Malaysia Career and Training Fair 2009. Held in January 2009 atMid Valley Convention Centre, Kuala Lumpur Malaysia, AMSB participated in the Malaysia Career and Training Fair,organised by Jobstreet Malaysia. More than 50,000 visitors had attended the fair over the three-day exhibition. TheGroup exhibition received an overwhelming response from members of the public that were interested in joining theGroup. ANNUAL REPORT 2010 17
  • 19. BOARD OF DIRECTORS’ PROFILEDATUK WIRA SYED ALI DATO’ WONG SHEE KAIBIN TAN SRI ABBAS ALHABSHEE (Executive Director and Chief Executive Officer)(Non-Executive Chairman) Dato’ Wong Shee Kai, a Malaysian, age 29, is theDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee, a Executive Director and Chief Executive Officer of theMalaysian, age 49, is the Non-Executive Chairman of the Company and he was appointed to the Board on 6Company and he was appointed to the Board on 5 May October 2009. He is a member of the Remuneration2010. He is a member of Audit and Nomination Committees Committee of the Company. He is also the founder of theof the Company. He has great knowledge and executive Company. He has contributed significantly to the growth andexperience in leading private, public and government development of the Company and has successfully led thecontrolled organisations from a broad range of industries. Company to become an established and reputable playerDatuk Wira ventured into business in the early 1980s and in the DOOH transit media industry in Malaysia. Dato’currently sits on the board of several private and public Wong Shee Kai has achieved several recognitions andcorporations involved in a diverse range of businesses awards personally and has also led the Company tosuch as C.I. Holdings Berhad, Tanjung Offshore Berhad a string of accolades and rewards. The recognitionsand UZMA Berhad. He was appointed as a member of and awards received by Dato’ Wong Shee Kai includethe Malaysian Senate (Dewan Negara) on 21 April 2003 Junior Chamber International (“JCI”) Creative Younguntil April 2009. Datuk Wira obtained his Professional Entrepreneur Award from Junior Chamber InternationalDiploma in Leadership and Management from the New Group in 2008; Excellence Leadership under the 8th AsiaZealand Institute of Management in 2003. He is currently Pacific International Entrepreneur Excellence Award ininvolved in the business and strategies development of 2009; the 2009 Top 10 JCI Creative Young Entrepreneurthe Company. Award (Malaysia) from JCI in 2009; and the Most Promising Entrepreneur Award by Asia Pacific EntrepreneurshipDatuk Wira does not have any family relationship with Awards in 2010. He is mainly responsible for the Companyany Directors and/or major shareholders of the Company overall strategy and development of the overall visionor any conflict of interest in any business arrangement of the Company. He began his career with Ford Motorinvolving the Company. He has had no conviction for Company (UK) as an Account Analyst from 2002 to 2003.any offences within the past ten (10) years. His details of Subsequently, he joined Major Fibre Sdn Bhd in Malaysiaattendance at the Board of Directors’ Meeting are set out as Finance Manager and his last position with the Companyin the Statements on Corporate Governance. being the General Manager in overseeing manufacturing process, sales, marketing and materials sourcing, where he observed and discovered arbitrage media advertising opportunity in Malaysia and subsequently founded the Company. Dato’ Wong Shee Kai obtained his Bachelor Degree in Accounting and Finance with First Class Honours from Lancaster University, United Kingdom in 2003. He is currently responsible in leading the business direction and strategies development of the Company. Dato’ Wong is the son of Madam Teh Sew Wan and a Director and shareholder of Wong SK Holdings Sdn Bhd, a major shareholder of the Company. He does not have any family relationship with any other Directors or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance18 ASIA MEDIA GROUP BERHAD (813137-V)
  • 20. BOARD OF DIRECTORS’ PROFILE cont’dSABARUDDIN BIN AHMAD SABRI or any conflict of interest in any business arrangement(Executive Director) involving the Company. He has had no conviction for any offences within the past ten (10) years. His details ofSabaruddin Bin Ahmad Sabri, a Malaysian, age 45, attendance at the Board of Directors’ Meeting are set outis the Executive Director of the Company and he was in the Statements on Corporate Governance.appointed to the Board on 5 May 2010. He is involved inthe business development of the Company. He startedhis career at Malaysian National News Agency ‘Bernama’ YEONG SIEW LEEcovering issues on business and the economy for nine (Independent Non-Executive Director)(9) years. He then served as Deputy Editor for one ofMalaysia’s largest circulating newspaper, Utusan Malaysia. Yeong Siew Lee, a Malaysian, age 32, is the IndependentSubsequently, he joined Bridgecon Holdings Berhad as Non-Executive Director of the Company and she wasa Public Relation Manager and Business Development appointed to the Board on 5 May 2010. She is a memberManager. Sabaruddin subsequently became a host for of the Audit, Nomination and Remuneration CommitteesRadio Television Malaysia covering business issues and of the Company. She obtained her Bachelor of Sciencecurrent affairs as well as political issues. In 2003, he was (Honours) degree in Accounting and Finance fromappointed as a Senior Private Secretary to the Malaysian University of Wales College, Newport, United Kingdom inInformation Minister where he served till 2008. He is a 2001 and obtained her professional degree in Associationmember of the Malaysia-Indonesia Journalist Solidity of Chartered Certified Accountants, United Kingdom inAlliance, an initiative to promote bilateral ties by local 2004. She is a chartered accountant and is currently amedia practitioners. Sabaruddin has been at the forefront member of the Malaysian Institute of Accountants (MIA).of the media industry for over two (2) decades and offers a She began her career with GHL Systems Berhad (“GHL”),wealth of experience and business acumen. a company listed on the Main Market of Bursa Securities, as an Assistant Accountant in 2003 and moved up the ranksSabaruddin does not have any family relationship with and became Head/Assistant General Manager of Financeany Directors and/or major shareholders of the Company in 2008 to supervise the company’s local and overseasor any conflict of interest in any business arrangement accounting teams. She left GHL in August 2009 to ventureinvolving the Company. He has had no conviction for into business in the consumer industry and was workingany offences within the past ten (10) years. His details of as a finance adviser for SMR HR Group Sdn Bhd.attendance at the Board of Directors’ Meeting are set outin the Statements on Corporate Governance. Ms. Yeong does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangementDATO’ HUSSIAN @ RIZAL BIN A. RAHMAN involving the Company. She has had no conviction for(Independent Non-Executive Director) any offences within the past ten (10) years. Her details of attendance at the Board of Directors’ Meeting are set outDato’ Hussian @ Rizal bin A. Rahman, a Malaysian, in the Statements on Corporate Governance.age 49, is the Independent Non-Executive Director ofthe Company and he was appointed to the Board on 5May 2010. He is the Chairman of the Audit, Nomination TEH SEW WANand Remuneration Committees of the Company. He has (Non-Independent Non-Executive Director)extensive experience in the ICT industries in Malaysia. (Resigned on 23 May 2011)Currently, he is the Executive Director/Chief ExecutiveOfficer of MobilityOne Limited, a company listed on AIM Teh Sew Wan, aged 60, is the Non-Independent Non-of the London Stock Exchange, and is responsible for the Executive Director of the Company and she was appointeddevelopment of MobilityOne Limited group of companies’ to the Board on 6 October 2009. She has over 35 yearsoverall management, particularly in setting the business of executive level experience based on the position/directions and strategies. Dato’ Hussian obtained the directorship held in several private and public companies.Postgraduate Diploma in Business Management from She has a LCCI qualification and began her career inThe Oxford Association of Management, Oxford, England accounting more than 40 years ago with several accounting(“OXIM”) and was also admitted to the membership of firms and subsequently joined Long Huat Group BerhadCertified Master of Business Administration from the OXIM, group of companies in the mid/late 1970s and served ina membership that recognises management competency various capacities including finance and administration.and professional development. In addition, he was She was also a Director of Long Huat Group Berhad untilawarded the certificate of Master of the Oxford Centre for 5 Jun 1997. She is currently the director and shareholderLeadership from The Oxford Centre for Leadership, United of WHSB and Peakmax Sdn Bhd.Kingdom. Madam Teh is the mother of Dato’ Wong Shee Kai andDato’ Hussian does not have any family relationship with is a Director and shareholder of Wong SK Holdings Sdnany Directors and/or major shareholders of the Company Bhd, a major shareholder of the Company. She has had no conviction for any offences within the past ten (10) years. ANNUAL REPORT 2010 19
  • 21. STATEMENT ON CORPORATE GOVERNANCETHE IMPORTANCE OF CORPORATE GOVERNANCEThe Board of the Group is committed to the principles and the best practices of corporate governance as set out in theMalaysian Code on Corporate Governance (“the Code”), in order to meet the standard of corporate governance as afundamental part of discharging its responsibilities to protect and enhance shareholders’ value and financial performanceof the Group.The Company continues to apply the key principles of the Code with an objective to maintain the promulgated standardsof transparency, accountability and integrity.The Board is pleased to outline the key principles and best practices of the Code adopted by the Board.THE BOARD OF DIRECTORSRole and ResponsibilitiesThe Board manages the Group’s activities by appraising and deliberately the business directions strategies and futureventures, overseeing the Group’s business conduct and affairs, developing shareholders and investors relations, riskmanagement, reviewing the system of internal control and managing succession planning.An effective and experienced Board comprising members with a wide range of skills, knowledge and experience necessaryto govern the group. This includes international and regional operational experience, understanding of economics of thesector in which the Company operates and knowledge of world capital markets.A brief profile of each of the Directors is presented on pages 18 and 19 of the Annual Report.The key functions of the Chairman, apart from conducting meetings of the Board and shareholders, include facilitatingthe setting of business directions and strategies of the Company, ensuring all Directors are properly briefed during Boarddiscussions and shareholders are adequately informed of subject matters where their approvals are required.The Chief Executive Officer in particular is responsible for implementing the policies and decisions of the Board,overseeing the operations as well as coordinating the development and implementation of business and corporatestrategies. The Executive Directors contribute significantly in corporate policies and strategies, performance monitoring,allocation of resources as well as improving corporate governance and internal controls, using their intimate knowledgeand understanding of the business and industry.The Board has delegated specific responsibilities to three (3) Board committees namely the Audit Committee, NominationCommittee and Remuneration Committee, which were established with specific terms of reference. These Committeeshave the authority to examine pertinent matters within their terms of reference and is responsible for reporting to the Boardon issues together with their recommendations. The ultimate responsibility for final decision on all matters, however, lieswith the entire Board.Board Composition and IndependenceThe Board consists of seven (5) members, comprising of:• One Non-Executive Chairman• One Executive Director• One Executive Director and Chief Executive Officer• Two Independent Non-Executive DirectorsThe presence of the two (2) Independent Non-Executive Directors provides an important balance in the Board to provideclear and effective leadership through their independent judgement and assessment of proposals presented by theExecutive Director and the management team of the Group. This ensures the Group maintains the highest standards ofconduct, integrity, accountability and check and balance.20 ASIA MEDIA GROUP BERHAD (813137-V)
  • 22. STATEMENT ON CORPORATE GOVERNANCE cont’dTHE BOARD OF DIRECTORS cont’dBoard Composition and Independence cont’dThe Board composition complies with Rule 15.02 of the Bursa Securities Listing Requirements for ACE Market whichrequires that at least two (2) directors or 1/3 of the board of directors, whichever is the higher, are Independent Directors.All the Independent Directors are independent of management and are free from any relationship that could materiallyinterfere with their judgement and decision.Board MeetingsThe Board meets every quarter and additional meetings are held as and when necessary. As the Company was listed onthe ACE Market of Bursa Securities on 11 January 2011. The Board of Directors met three (3) times during FYE 2011 asfollows:-• 21 February 2011• 22 March 2011• 23 May 2011The attendance of the Directors at Board meetings are shown in the table below:- Board Meeting Directors Attended % (i) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee 3/3 100 (ii) Dato’ Wong Shee Kai 3/3 100 (iii) Sabaruddin Bin Ahmad Sabri 2/3 67 (iv) Dato’ Hussian @ Rizal Bin A. Rahman 3/3 100 (v) Yeong Siew Lee 3/3 100The Board is scheduled to meet at least four (4) times a year, at quarterly intervals, with additional meetings convened asnecessary. The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting theagenda of Board meetings.Appointments to the BoardThe current composition of the Board brings the required mix of skills and core competencies required for the Board todischarge its duties effectively. The Board reviews the required mix of skills of the Board from time to time in order to identifycandidate with the qualifications and experience who will further complement the current Board and assist in managing orsteering the Company effectively. The Board continuously reviews its size and composition, with particular considerationon its impact on the effective functioning of the Board.The Board appoints its members through a formal and transparent selection process. This process has been reviewed,approved and adopted by the Board. The decision on appointment is the responsibility of the full Board after consideringthe recommendation of the Nomination Committee.Re-election of DirectorsIn accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors or if the number is notthree (3) or a multiple of three (3) then the nearest one-third (1/3) shall retire from office at each Annual General Meeting.All Directors shall retire from office once at least every three (3) years but shall be eligible for re-election. Directors who areappointed by the Board during the financial year are subject to re-election by the shareholders at the next Annual GeneralMeeting following their appointments. This provides an opportunity for shareholders to review and approve their tenure inoffice. ANNUAL REPORT 2010 21
  • 23. STATEMENT ON CORPORATE GOVERNANCEcont’dTHE BOARD OF DIRECTORS cont’dRe-election of Directors cont’dTo assist shareholders in their decision, sufficient information such as personal profile, attendance at meetings and theirshareholdings in the Company for each Directors standing for election are furnished in the Annual Report.Board CommitteesThe Board has established the following Committees, which operate within defined terms of reference to assist the Boardin the execution of specific responsibilities:Audit CommitteeThe Audit Committee was established on 5 May 2010. The Audit Committee reviews issues of accounting policy, financialreporting of the Company, monitors the work and effectiveness of the internal audit function and ensures an objective andprofessional relationship is maintained with the external auditors. The Committee has full access to auditors, both internaland external, who, in turn, have access at all times to the Chairman of the Committee.The composition and duties of the Audit Committee are set out in the Audit Committee Report on pages 26 to 29 of theAnnual Report.Nomination CommitteeThe Nominee Committee was established on 5 May 2010 and is responsible to propose for new nominee for the Board andto evaluate each individual Director on an on-going basis. The Nomination Committee also seeks to ensure an optimal mixof qualification, skill and experience among the Board members.The Nomination Committee comprises the following members:- Name Designation Dato’ Hussian @ Rizal Bin A. Rahman Chairman Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee* Member Yeong Siew Lee Member* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.Remuneration CommitteeThe Remuneration Committee was established on 5 May 2010 and is responsible to recommend to the Board theremuneration packages of Executive Directors and senior management of the Company. The remuneration packages ofNon-Executive Directors are determined by the Board of Directors as a whole.The Remuneration Committee comprises the following members:- Name Designation Dato’ Hussian @ Rizal Bin A. Rahman Chairman Dato’ Wong Shee Kai Member Yeong Siew Lee Member22 ASIA MEDIA GROUP BERHAD (813137-V)
  • 24. STATEMENT ON CORPORATE GOVERNANCE cont’dTHE BOARD OF DIRECTORS cont’dSupply of InformationThe Chairman ensures that all Directors have unrestricted access to timely and accurate information in the furtherance oftheir duties. Board papers are distributed in advance to enable Directors to have sufficient time to review the Board papersand to obtain further explanation or clarification to facilitate the decision-making process and the meaningful discharge oftheir duties. All proceedings of Board meetings are minuted and signed by the Chairman of the meeting.Every Director has unhindered access to the advice and services of the Secretary who is responsible for ensuring Boardmeeting procedures are followed and that applicable rules and regulations are complied with, and if so required, may seekindependent advice, at the Company’s expense, in furtherance of his duties.Directors’ TrainingThe Directors possess the commitment to quality, and to create value by being relevant at all times, consistent withevolving changes and challenges in the business environment. The Directors, in this connection, have participated in andbenefited from numerous conferences, seminars and training programmes on areas pertinent to the enhancement of theirroles and responsibilities as Directors of a public listed company.The Board encourages its Directors to attend talks, workshops, seminars and conferences to update and enhance theirskills, and to assist them in discharging their responsibilities towards corporate governance, operational and regulatoryissues.All Directors have attended and successfully completed the Mandatory Accreditation Program conducted by Bursatra SdnBhd.DIRECTORS’ REMUNERATIONThe remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with therelevant experience and expertise to assist in managing the Group effectively.The aggregate remuneration of the Directors of the Company and its subsidiaries for the FYE 31 December 2010 categorisedinto appropriate components as follows: Non- Executive Executive Directors Directors RM RM Remuneration - Fees 280,000 31,200 280,000 31,200The number of Directors in the Company whose remuneration falls in each successive bands of RM50,000 are asfollows: Number of Directors Range of Remuneration Executive Directors Non-Executive Directors Below RM50,000 1 3 RM50,001 – RM150,000 1 - RM150,001 – RM200,000 1 - ANNUAL REPORT 2010 23
  • 25. STATEMENT ON CORPORATE GOVERNANCEcont’dINVESTOR RELATIONS & SHAREHOLDERS COMMUNICATIONInvestor RelationsThe Board acknowledges the need for shareholders to be informed on all key issues and major development affecting theGroup. In addition to various announcements made during the year, the timely release of financial results on a quarterlybasis provides shareholders with an overview of the Company performance and operations.Shareholders, investors and analysis are kept abreast with major developments of the Company through the Company’swebsite at www.asiamedia.net.my, annual report and announcements made to Bursa Securities.Annual General MeetingThe Annual General Meeting is the primary channel of communication with its shareholders. Shareholders may enquireabout the resolutions being proposed at the meeting and the financial performance and business operations in generalduring the open and answer session.ACCOUNTABILITY AND AUDITFinancial ReportingThe Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance andprospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement ofresults to shareholders as well as the Chairman’s statement in the Annual Report.The Audit Committee assists the Board in overseeing the Group’s financial reporting processes and the accuracy, adequacyand completeness of its financial reporting.Internal ControlThe Directors acknowledge their responsibilities for the internal control system in the Group, covering not only financialcontrols but also controls relating to operational, compliance and risk management. The Group’s Internal Control Statementis set out on page 30 of the Annual Report.Relationship with AuditorsThe Company has through the Audit Committee established a formal and transparent arrangement with the auditors tomeet their professional requirements and comply with the Amended Code on Corporate Governance.The role of the Audit Committee in relation to the external auditors is set out in the Audit Committee Report on page 29 ofthe Annual Report.Compliance StatementThe Group has the intention to comply with all best practices set out in the Code. At this point, the Board of Directors ofthe Company is of the view that disclosure of the remuneration bands of the Directors of the Company is sufficient to meetthe objectives of the Code.Directors’ Responsibility StatementThe Directors are required under Rule 15.26 of the ACE Market Listing Requirements of Bursa Malaysia to issue a statementexplaining their responsibility for preparing the annual audited financial statements.The Directors are required by law to prepare financial statements for each financial year which give a true and fair view ofthe state of affairs of the Group and of the Company as at the financial year end and of the results and cash flows of theGroup and of the Company for the financial year then ended.24 ASIA MEDIA GROUP BERHAD (813137-V)
  • 26. STATEMENT ON CORPORATE GOVERNANCE cont’dACCOUNTABILITY AND AUDIT cont’dDirectors’ Responsibility Statement cont’dThe Directors consider that, in preparing the financial statements of the Company for the financial year ended 31 December2010 on pages 39 to 66 of the printed version of this Annual Report, the Company has used appropriate accountingpolicies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors alsoconsider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financialstatements have been prepared on a going concern basis.The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose the financialposition of the Company and comply with the provisions of the Companies Act, 1965.The Directors are also responsible for taking such steps that are necessary to safeguard the assets of the Company andto prevent and detect fraud and other irregularities. ANNUAL REPORT 2010 25
  • 27. AUDIT COMMITTEE REPORTThe Board of the Group is pleased to present the report of the Audit Committee for the financial year ended 31 December2010.MEMBERSHIPThe Audit Committee comprises three (3) members, a majority of whom are Independent Directors and all is Non-ExecutiveDirectors. Name Designation (i) Dato’ Hussian @ Rizal Bin A. Rahman Independent Non-Executive Director (Chairman) (ii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee* Non-Executive Chairman (Member) (iii) Yeong Siew Lee Independent Non-Executive Director (Member)* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.TERMS OF REFERENCEThe terms of reference of Audit Committee are as follows:Composition of Audit CommitteeThe Audit Committee comprising at least three (3) members, all of whom must be Non-Executive Directors, with a majorityof them being Independent Directors. No alternate director shall be appointed as a member of the Audit Committee.At least one member of the Audit Committee:-i. must be a member of the Malaysian Institute of Accountants; orii. if he is not a member of Malaysian Institute of Accountants, he/she must have at least 3 years’ working experience; and (a) he must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act, 1967; or (b) 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.iii. fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.In the event of any vacancy in the Audit Committee resulting of non-compliance of the above, the Company must fill thevacancy within three (3) months.Term of officeThe term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board ofDirectors at least once every three (3) years to determine whether the Audit Committee and its members have carried outtheir duties in accordance with their terms of reference.Chairman of the Audit CommitteeThe Chairman of the Audit Committee shall be an Independent Non-Executive Director elected among the members.Secretary of the Audit CommitteeThe Secretary of the Company shall be the Secretary of the Audit Committee.26 ASIA MEDIA GROUP BERHAD (813137-V)
  • 28. AUDIT COMMITTEE REPORT cont’dTERMS OF REFERENCE cont’dMeetingsi. Frequency of Meeting The Audit Committee shall meet not less than four (4) times a year or as many times as the Audit Committee deems necessary with due notice of issues to be discussed.ii. Quorum In order to form a quorum in respect of a meeting of Audit Committee, the majority of members present must be Independent Directors.iii. Proceedings of Meeting In the absence of the Chairman of the Audit Committee, the members present may appoint one amongst themselves who shall be an independent director to be Chairman of such meeting. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman of the Audit Committee shall have a second or a casting vote.iv. Attendance at Meeting The representatives of senior management of the Company and the Group, external auditors, financial controller and internal auditors (if any) shall attend the Audit Committee Meetings by invitation. Other members of the Board may attend any particular meeting upon the invitation of the Audit Committee. In addition, the members shall meet the external auditors twice a year without presence of the Executive Directors.v. Keeping of Minutes The Company shall cause minutes of all proceedings of Audit Committee Meeting to be entered in books kept for that purpose. The minutes are to be signed by the Chairman of the Audit Committee Meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The minutes shall be kept by the Company Secretary, and distributed to members of the Committee and to the Directors for notation at the next Board of Directors’ Meeting.AuthorityThe Committee is authorised by the Board:-i. to have explicit authority to investigate any matter within its terms of reference;ii. to have the resources which are required to perform its duties;iii. to have full access to any information and employees of the Company and the Group which are required to perform its duties;iv. to have direct communication channels with internal and external auditors;v. to obtain outside legal or independent professional advice in the performance of its duties at the cost of the Company; andvi. to invite outsiders with relevant experience to attend its meetings, if necessary.vii. To be able to convene meetings with internal and external auditors or both, excluding the attendance of other Directors and employees of the Company, whichever deemed necessary. ANNUAL REPORT 2010 27
  • 29. AUDIT COMMITTEE REPORTcont’dTERMS OF REFERENCE cont’dDuties and ResponsibilityThe duties and responsibilities of the Audit Committee shall include the following:-i. To consider the appointment, resignation and dismissal of external auditors, the audit fee;ii. To review and discuss the nature, scope and quality of external audit plan/arrangements with the internal and external auditors before audit commences;iii. To review quarterly and annual financial statements of the Company and the Group set our below before submission to the Board:- (a) the going concern assumption; (b) compliance with accounting standards and regulatory requirements; (c) any changes in accounting policies and practices; and (d) significant issues arising from the audit and major judgmental issues.iv. To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary;v. To review the external auditors’ management letter and management’s response;vi. To do the following, in relation to the internal audit function:- (a) Review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work; (b) Review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function; (c) Review any appraisal or assessment of the performance of members of the internal audit function; (d) Approve any appointment or termination of senior staff members of the internal audit function; and (e) Take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.vii. To consider any related-party transactions that may arise within the Company or the Group;viii. To consider the major findings of internal investigations and management’s response; andix. To consider other topics as defined by the Board of Directors.SUMMARY OF ACTIVITIES OF THE COMMITTEEThe Audit Committee was formed on 5 May 2010, as the Company was listed on the ACE Market on 11th January 2011.The Audit Committee met three (3) times during FYE 2011 on the following dates:-• 21 February 2011• 22 March 2011• 23 May 201128 ASIA MEDIA GROUP BERHAD (813137-V)
  • 30. AUDIT COMMITTEE REPORT cont’dSUMMARY OF ACTIVITIES OF THE COMMITTEE cont’dThe attendance records of the Audit Committee Members are shown in the table below:- Audit Committee Members Meeting Attended % (i) Dato’ Hussian @ Rizal Bin A. Rahman 3/3 100 (ii) Yeong Siew Lee 3/3 100 (iii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee * - -* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.The activities of the Audit Committee include the following:-Financial Reporting(a) reviewed the quarterly and half-yearly unaudited financial results of the Group before recommending them for approval by the Board;(b) reviewed the annual audited financial statements of the group with the external auditors prior to submission to the Board for their approval. The review was to ensure that the financial reporting and disclosures are in compliance with: • Companies Act, 1965; • ACE Market Listing Requirements of Bursa Securities; • Applicable approved accounting standards in Malaysia; and • Other legal and regulatory requirements.In the review of the annual audited financial statements, the Committee discussed with management and the externalauditors the accounting principles and standards that were applied and their judgement of the items that may affect thefinancial statements.Internal Audita) reviewed the annual audit plan to ensure adequate scope and comprehensive coverage over the activities of the group;b) reviewed internal audit reports which were tabled during the year, the audit recommendations made and management’s response to these recommendations; andc) monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses have been addressed.External AuditReviewed with the external auditors:• their audit plan, audit strategy and scope of work for the year;• the results of the annual audit, their audit report and management letter together with management’s response to the findings of the external auditors.Related Party TransactionsReviewed and considered any related party transactions that may or have arisen within the Company or the Group. ANNUAL REPORT 2010 29
  • 31. STATEMENT ON INTERNAL CONTROLINTRODUCTIONThe Board is pleased to provide a statement on the state of the internal control of the Group prepared in accordance withParagraph 15.26(b) of the ACE Market Listing Requirements of Bursa Securities and the Statement on Internal Control:Guidance for Directors of Public Listed Companies in this annual report for the financial year ended 31 December 2010.BOARD RESPONSIBILITYThe Board acknowledges its overall responsibility for the group’s system of internal controls and for reviewing the adequacyand integrity of systems of internal controls. The Board is also committed to establishing and maintaining a system ofinternal control and risk management practices in order to achieve the following objectives:Given the inherent limitations in any system of internal control, such system can only manage the risk rather than eliminatethe risk of failure to achieve the Group’s corporate objectives. Therefore, the system can only provide reasonable but notabsolute assurance against material misstatement or loss, contingencies, fraud or any irregularities.RISK MANAGEMENT FRAMEWORKThe Board also recognises that risk management should be an integral part of the business operation.On a day-to-day basis, respective Heads of Departments are responsible for managing risks related to their functionsor departments. Weekly management meetings are held to ensure that the risks faced by the Group are monitored andproperly addressed. It is at these meetings that key risks and corresponding controls implemented are communicatedamongst the senior management team. Significant risks identified are subsequently brought to the attention of the Boardat their scheduled meetings.The abovementioned risk management practices of the Group is an on-going process of identifying, evaluating andmanaging significant risks that may affect the Group’s achievement of its corporate objectives.INTERNAL AUDIT FUNCTIONThe Group’s internal audit function is outsourced to an independent professional firm which reports directly to the AuditCommittee. The internal audit function is guided by its Audit Charter and to assist the Board and the Audit Committeein providing independent assessment of the effectiveness, adequacy and integrity of the Group’s system of internalcontrols.OTHER KEY ELEMENTS OF INTERNAL CONTROLSThe other key elements of the Group’s internal control systems are:(i) Quarterly review of the financial performance of the Group by the Board and the Committee.(ii) Clearly defined and structured lines of reporting and responsibility.(iii) Operations review meetings are held to monitor the progress of business operations, deliberate significant issues and formulate corrective measures.(iv) Documented internal policies as set out in a series of memorandums to various departments within the Group.ASSURANCEThe Board is of the view that the group’s system of internal controls is adequate to safeguard shareholders’ investmentsand the group’s assets. However, the Board is also cognizant of the fact that the Group’s system of internal control and riskmanagement practices must continuously evolve to meet the changing and challenging business environment. Therefore,the Board will, when necessary, put in place appropriate action plans to further enhance the system of internal controls.30 ASIA MEDIA GROUP BERHAD (813137-V)
  • 32. ADDITIONAL COMPLIANCE INFORMATION1. SHARE BUY-BACK The Company does not have a scheme to buy-back its own shares.2. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES The Company does not have any options, warrants or convertible securities in issue or exercised during the financial year ended 31 December 2010.3. DEPOSITORY RECEIPT PROGRAMME The Company did not sponsor any depository receipt programme for the financial year ended 31 December 2010.4. IMPOSITION OF SANCTIONS AND/OR PENALTIES The Company is not aware of any sanctions and/or penalties imposed on the Company and/or its subsidiary companies, Directors or Management by the relevant regulatory bodies.5. NON-AUDIT FEES The Company did not pay any non-audit fees during the financial year ended 31 December 2010.6. PROFIT GUARANTEE During the financial year ended 31 December 2010, there were no profit guarantees given by the Company.7. EMPLOYEES’ SHARE OPTION SCHEME The Company does not have an Employees’ Share Option Scheme.8. MATERIAL CONTRACTS There were no material contracts subsisting at the end of financial year ended 31 December 2010 entered into by the Company and its subsidiaries involving the interests of the Directors and major shareholders9. REVALUATION POLICY ON LANDED PROPERTIES The Group does not have a revaluation policy on landed properties as it does not hold any landed properties.10. RECURRENT RELATED PARTY TRANSACTION There were no recurrent related party transactions for the Group for the financial year under review. ANNUAL REPORT 2010 31
  • 33. DIRECTORS’ REPORTThe directors hereby submit their report together with the audited financial statements of the Group and of the Company forthe financial period 1st October 2009 to 31st December 2010.CHANGE OF NAME AND CONVERSION TO PUBLIC LIMITED COMPANYThe Company has changed its name from Gerak Bayan Sdn. Bhd. to Asia Media Group Sdn Bhd during the financial period.Subsequently, the Company was also converted from private limited company to a public limited company.CHANGE OF FINANCIAL YEAR ENDDuring the financial period, the Company changed its financial year end from 30th September to 31st December.PRINCIPAL ACTIVITIESThe Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed inNote 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities duringthe financial period.FINANCIAL RESULTSThe results of the operations of the Group and of the Company for the financial period are as follows: GROUP COMPANY RM RM Profit/(Loss) before tax 10,286,610 (174,344) Income tax expense (4,872) - Net profit/(loss) for the financial period 10,281,738 (174,344)DIVIDENDSNo dividend has been paid or declared by the Company since the end of the previous financial period. The directors also donot recommend the payment of any dividend in respect of the current financial period.RESERVES AND PROVISIONSThere were no material transfers to or from reserves or provisions during the financial period other than those as disclosedin the Financial Statements.ISSUE OF SHARES AND DEBENTURESAs approved by the shareholders on 30th April 2010, the authorised share capital of the Company was increased fromRM100,000 to RM25,000,000 during the financial period by the creation of additional 249,000,000 new ordinary shares ofRM0.10 each. Also, the issued and paid-up share capital of the Company was increased from RM2 to RM13,000,000 duringthe financial period by the allotment of 129,999,980 new ordinary shares of RM0.10 each for the purpose of acquisition of100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn Bhd, representing 100% equity interest in said company.These new shares rank pari passu with the then existing ordinary shares of the Company.Subsequently, as approved by the shareholders on 24th November 2010, the authorised share capital of the Company wasfurther increased from RM25,000,000 to RM50,000,000 during the financial period by the creation of additional 250,000,000new ordinary shares of RM0.10 each.The Company has not issued any debentures during the financial period.32 ASIA MEDIA GROUP BERHAD (813137-V)
  • 34. DIRECTORS’ REPORT cont’dSHARE OPTIONSNo options have been granted by the Company to any parties during the financial period to take up unissued shares of theCompany.No shares have been issued during the financial period by virtue of the exercise of any option to take up unissued sharesof the Company. As at the end of the financial period, there were no unissued shares of the Company under options.DIRECTORSThe directors who served since the date of the last report are:Dato’ Wong Shee KaiTeh Sew Wan (resigned on 23.5.2011)Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee (appointed on 5.5.2010)Dato’ Hussian @ Rizal Bin A Rahman (appointed on 5.5.2010)Sabaruddin Bin Ahmad Sabri (appointed on 5.5.2010)Yeong Siew Lee (appointed on 5.5.2010)DIRECTORS’ BENEFITSSince the end of the previous financial period, no director of the Company has received or become entitled to receive anybenefit (other than the benefit included in the aggregate amount of emoluments received or due and receivable by thedirectors in the financial statements or the fixed salary of full-time employee of the Company or a related corporation) byreason of a contract made by the Company or a related corporation with the director or with a firm of which the director isa member, or with a company in which the director has a substantial financial interest.Neither during nor at the end of the financial period, was the Company a party to any arrangements whose object is toenable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any otherbody corporate.DIRECTORS’ INTERESTSThe shareholdings in the Company of those who were directors at the end of the financial period, as recorded in the Registerof Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows: No. of ordinary shares of RM1 each Subdivision Balance of par value Balance as at into RM0.10 as at 1.10.2009 Bought Sold each 31.12.2010 Shares in the Company Registered in name of directors Dato’ Wong Shee Kai 1 - - (1) - Teh Sew Wan 1 - - (1) - ANNUAL REPORT 2010 33
  • 35. DIRECTORS’ REPORTcont’dDIRECTORS’ INTERESTS cont’d No. of ordinary shares of RM0.10 each Subdivision Balance of par value Balance as at into RM0.10 as at 1.10.2009 each Bought Sold 31.12.2010 Shares in the Company Direct interest Dato’ Wong Shee Kai - 10 - (10) - Teh Sew Wan - 10 - (10) - Deemed interest (i) (i) Dato’ Wong Shee Kai - - 104,000,000 - 104,000,000 (i) (i) Teh Sew Wan - - 104,000,000 - 104,000,000(i) Deemed interested by virture of his/her interest in Wong SK Holdings Sdn Bhd, the substantial shareholder of the Company pursuant to Section 6A of the Companies Act, 1965.None of the other directors in office at the end of the financial year held shares or had beneficial interest in the shares ofthe Company or in related companies during or at the beginning and at the end of the financial year.STATUTORY INFORMATION ON THE FINANCIAL STATEMENTSa) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that no known bad debts need to be written off and that adequate allowance had been made for doubtful debts; and (ii) to ensure that any current assets which were unlikely to realise in the ordinary course of business their values as shown in the financial statements of the Group and of the Company have been written down to an amount which they might be expected to realise.b) At the date of this report, the directors are not aware of any circumstances: (i) which would require the writing off of bad debts or which would render the amount of allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or (ii) which would render the values attributable to current assets in the financial statements of the Group and of the Company misleading; or (iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.c) At the date of this report, there does not exist: (i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial period which secures the liability of any other person; or (ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial period.34 ASIA MEDIA GROUP BERHAD (813137-V)
  • 36. DIRECTORS’ REPORT cont’dSTATUTORY INFORMATION ON THE FINANCIAL STATEMENTS cont’dd) 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 period which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.OTHER STATUTORY INFORMATIONa) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.b) In the opinion of the directors, (i) the results of the operations of the Group and of the Company during the financial period were not substantially affected by any item, transaction or event of a material and unusual nature other than the changes in accounting policies as disclosed in Note 2 to the Financial Statements; and (ii) there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial period in which this report is made.AUDITORSThe auditors, Messrs. STYL Associates, have indicated their willingness to continue in office.Signed on behalf of the Board in accordance with a resolution of the Directors,DATO’ WONG SHEE KAI TEH SEW WANDirector DirectorPetaling JayaDate: 15 April 2011 ANNUAL REPORT 2010 35
  • 37. STATEMENT BY DIRECTORSPursuant to Section 169(15) of the Companies Act, 1965We, DATO’ WONG SHEE KAI and TEH SEW WAN, being two of the directors of ASIA MEDIA GROUP BERHAD, dohereby state that, in the opinion of the directors, the accompanying statements of financial position and statements ofcomprehensive income, statements of changes in equity and statements of cash flows, together with the notes thereto, aredrawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards so as to give atrue and fair view of the financial position of the Group and of the Company as at 31st December 2010 and of their resultsand cash flows of the Group and of the Company for the period 1st October 2009 to 31st December 2010.Signed on behalf of the Board in accordance with a resolution of the Directors,DATO’ WONG SHEE KAI TEH SEW WANDirector DirectorPetaling JayaDate: 15 April 2011STATUTORY DECLARATIONPursuant to Section 169(16) of the Companies Act, 1965I, ANG LAY CHIENG, being the officer primarily responsible for the financial management of ASIA MEDIA GROUPBERHAD, do solemnly and sincerely declare that the accompanying statements of financial position and statements ofcomprehensive income, statements of changes in equity and statements of cash flows, together with the notes thereto, areto the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same tobe true, and by virtue of the provisions of the Statutory Declarations Act, 1960.Subscribed and solemnly declared by theabovenamed ANG LAY CHIENGat Petaling Jaya, on 15 April 2011 ANG LAY CHIENGBefore me:36 ASIA MEDIA GROUP BERHAD (813137-V)
  • 38. INDEPENDENT AUDITORS’ REPORT to the Members of Asia Media Group Berhad (Incorporated in Malaysia)REPORT ON THE FINANCIAL STATEMENTSWe have audited the financial statements of Asia Media Group Berhad, which comprise the statements of financial positionas at 31st December 2010, and the statements of comprehensive income, statements of changes in equity and statementsof cash flows for the period 1st October 2009 to 31st December 2010, and a summary of significant accounting policiesand other explanatory notes, as set out on pages 39 to 66.Directors’ Responsibility for the Financial StatementsThe directors of the Company are responsible for the preparation of financial statements that give a true and fair view inaccordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal controlas the directors determine is necessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgement, including the assessment of risks of material misstatementof the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal controlrelevant to the Company’s preparation of financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of thefinancial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionIn our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standardsand the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of theCompany as at 31st December 2010 and of their financial performance and cash flows for the period 1st October 2009 to31st December 2010.REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn accordance with the requirements 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 have been properly kept in accordance with the provisions of the Act.(b) We are satisfied that the financial statements of the subsidiaries 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 consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.(c) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, as mentioned in Note 9 to the Financial Statements, being financial statements that have been included in the consolidated financial statements.(d) The auditor’s reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment made under Subsection (3) of Section 174 of the Act. ANNUAL REPORT 2010 37
  • 39. INDEPENDENT AUDITORS’ REPORTto the Members of Asia Media Group Berhad(Incorporated in Malaysia)cont’dOTHER MATTERSThe supplementary information set out in Note 27 to the Financial Statements is disclosed to meet the requirement of BursaMalaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparationof the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realisedand Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad ListingRequirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa MalaysiaSecurities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance withthe MIA Guidance and the directive of Bursa Malaysia Securities Berhad.This report has been prepared solely to the members of the Company, as a body, in accordance with Section 174 of theCompanies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for thecontent of this report.The financial statements of the preceding period were examined by another firm of auditors and are presented here merelyfor comparative purposes.STYL ASSOCIATES TAN CHIN HUATFirm No. AF 1929 Approval No: 2037/06/12(J)Chartered Accountants PartnerDate: 15 April 2011Kuala Lumpur38 ASIA MEDIA GROUP BERHAD (813137-V)
  • 40. STATEMENTS OF FINANCIAL POSITION as at 31st December 2010 (with comparative figures as at 30th September 2009) GROUP COMPANY As at 31st As at 31st As at 30th December December September 2010 2010 2009 Note RM RM RMASSETSNon-Current AssetsProperty, plant and equipment 6 17,732,658 - -Development costs 7 93,099 - -Intangible assets 8 2,211,950 - -Investment in subsidiaries 9 - 12,999,998 -Goodwill on consolidation 10 2,570,627 - -Total Non-Current Assets 22,608,334 12,999,998 -Current AssetsTrade receivables 11 2,980,962 - -Other receivables and prepaid expenses 11 29,576 - -Deferred expenditure 12 844,150 844,150 -Deposits with financial institutions 13 707,588 - -Cash and bank balances 967,915 5,002 2Total Current Assets 5,530,191 849,152 2Total Assets 28,138,525 13,849,150 2EQUITY AND LIABILITIESCapital and ReservesShare capital 14 13,000,000 13,000,000 2Retained earnings/(Accumulated loss) 10,278,438 (177,644) (3,300)Total Equity Attributable to Owners of the Company 23,278,438 12,822,356 (3,298)Non-Current and Deferred LiabilitiesTerm loan 15 414,755 - -Deferred tax liability 16 2,174 - -Total Non-Current and Deferred Liabilities 416,929 - -Current LiabilitiesTrade payables 17 1,995,170 - -Other payables and accrued expenses 17 784,701 396,634 3,300Amount owing to director 18 840,534 - -Amount owing to subsidiary 9 - 630,160 -Term loan 15 820,055 - -Tax liabilities 2,698 - -Total Current Liabilities 4,443,158 1,026,794 3,300Total Liabilities 4,860,087 1,026,794 3,300Total Equity and Liabilities 28,138,525 13,849,150 2 The accompanying Notes form an integral part of the Financial Statements. ANNUAL REPORT 2010 39
  • 41. STATEMENTS OF COMPREHENSIVE INCOMEfor the Period 1st October 2009 to 31st December 2010(with comparative figures for the period 9th April 2008 (date of incorporation) to 30th September 2009 GROUP COMPANY 2010 2010 2009 (15 Months) (15 Months) (18 Months) Note RM RM RM Revenue 16,554,093 - - Other operating income 4,916,601 - - Purchases and other direct costs (8,644,850) - - Staff cost (701,211) - - Amortisation of development costs (24,176) - - Depreciation of property, plant and equipment (960,720) - - Directors’ remuneration (311,200) (108,000) - Other operating expenses (490,538) (66,344) (3,300) Profit/(Loss) from operations 10,337,999 (174,344) (3,300) Profit/(Loss) from operations is stated after charging/(crediting): Audit fee - statutory - current year 21,800 10,000 500 - overprovision in prior year (6,100) - - - special 20,800 3,800 - Amortisation of development costs 24,176 - - Depreciation of property, plant and equipment 960,720 - - Directors’ remuneration 311,200 108,000 - Rental of premises 31,385 - - Interest income from short term deposits (25,310) - - Negative goodwill on consolidation (4,867,095) - - Finance cost - Interest on term loan (51,389) - - Profit/(Loss) before tax 10,286,610 (174,344) (3,300) Income tax expense 20 (4,872) - - Total comprehensive income/(loss) for the financial year/period 10,281,738 (174,344) (3,300) Earnings per share attributable to equity holders of the Company: Basic (sen) 21 14.87 Diluted (sen) 21 N/A The accompanying Notes form an integral part of the Financial Statements.40 ASIA MEDIA GROUP BERHAD (813137-V)
  • 42. STATEMENTS OF CHANGES IN EQUITY for the Period 1st October 2009 to 31st December 2010 (with comparative figures for the period 9th April 2008 (date of incorporation) to 30th September 2009) Retained earnings/ Issued (Accumulated capital loss) Total RM RM RMGROUPBalance as at 1st October 2009 2 (3,300) (3,298)Issuance of shares during the financial period 12,999,998 - 12,999,998Total comprehensive income for the financial period - 10,281,738 10,281,738Balance as at 31st December 2010 13,000,000 10,278,438 23,278,438COMPANYAs at date of incorporation 2 - 2Total comprehensive loss for the financial period - (3,300) (3,300)Balance as at 30th September 2009 2 (3,300) (3,298)Issuance of shares during the financial period 12,999,998 - 12,999,998Total comprehensive loss for the financial period - (174,344) (174,344)Balance as at 31st December 2010 13,000,000 (177,644) 12,822,356 The accompanying Notes form an integral part of the Financial Statements. ANNUAL REPORT 2010 41
  • 43. STATEMENTS OF CASH FLOWSfor the Period 1st October 2009 to 31st December 2010(with comparative figures for the period 9th April 2008 (date of incorporation) to 30th September 2009) GROUP COMPANY 2010 2010 2009 (15 Months) (15 Months) (18 Months) RM RM RM CASH FLOWS FROM OPERATING ACTIVITIES Profit/(Loss) before tax 10,286,610 (174,344) (3,300) Adjustments for: Amortisation of development costs 24,176 - - Depreciation of property, plant and equipment 960,720 - - Finance cost 51,389 - - Interest income (25,310) - - Negative goodwill recognised (4,867,095) - - Operating profit/(loss) before working capital changes 6,430,490 (174,344) (3,300) Changes in working capital: Increase in trade receivables (2,446,399) - - Decrease in other receivables and prepaid expenses 15,245 - - Increase in deferred expenditure (844,150) (844,150) - Increase in trade payables 1,495,170 - - Increase in other payables and accrued expenses 763,480 393,334 3,300 Increase in amount owing to director 766,022 - - Increase in amount owing to subsidiary - 630,160 - Cash Generated From Operations 6,179,858 5,000 - Finance cost paid (51,389) - - Interest received 25,310 - - Net Cash From Operating Activities 6,153,779 5,000 - CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (5,883,430) - - Additions in intangible assets (25,000) - - Additions in development cost (102,850) - - Acquisition of investment in subsidiaries, net of cash acquired (Note 9) 1,424,685 - - Net Cash Used In Investing Activities (4,586,595) - - CASH FLOWS FROM FINANCING ACTIVITIES Repayment of term loan (524,059) - - Additional fixed deposits pledged as security (75,212) - - Proceeds from issuance of shares - - 2 Net Cash Used In Financing Activities (599,271) - 2 NET INCREASE IN CASH AND CASH EQUIVALENTS 967,913 5,000 2 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR/PERIOD 2 2 - CASH AND CASH EQUIVALENTS AT END OF YEAR/PERIOD (Note 22) 967,915 5,002 2Note:During the financial period, the Company issued 129,999,980 new ordinary shares of RM0.10 each at par for the purpose of acquisition of100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn Bhd, representing 100% equity interest in said company.42 ASIA MEDIA GROUP BERHAD (813137-V)
  • 44. NOTES TO THE FINANCIAL STATEMENTS1) GENERAL INFORMATION The Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed in Note 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities during the financial period. The registered office of the Company is located at Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan. The principal place of business of the Company is located at No: 35-1, Jalan Bandar 16, Pusat Bandar Puchong, 47100 Puchong, Selangor Darul Ehsan. The financial statements are presented in Ringgit Malaysia (RM). The financial statements of the Group and of the Company have been authorised by the Board of Directors for issuance on 15th April 2011.2) BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia. Changes in Accounting Policies During the financial period, the Group and the Company adopted the following Financial Reporting Standards (“FRSs”) and the Issues Committee (“IC”) Interpretations which have been issued by MASB for annual financial period beginning on or after 1st January 2010: FRS 1 and FRS 127 Amendments to FRS 1, First-time Adoption of Financial Reporting Standards and FRS 127, Consolidated and Separate Financial Statements:Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate FRS 5 Amendment to FRS 5, Non-Current Assets Held for Sale and Discontinued Operations FRS 7 Financial Instruments: Disclosures Amendments to FRS 7, Financial Instruments: Disclosures FRS 8 Operating Segments Amendment to FRS 8, Operating Segments FRS 101 Presentation of Financial Statements (revised 2009) FRS 108 Amendment to FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors FRS 119 Amendment to FRS 119, Employee Benefits FRS 123 Amendment to FRS 123, Borrowing Costs FRS 132 Amendments to FRS 132, Financial Instruments: Presentation - Puttable Financial Instruments and Obligations Arising on Liquidation FRS 134 Amendment to FRS 134, Interim Financial Reporting FRS 138 Amendment to FRS 138, Intangible Assets FRS 139 Financial Instruments: Recognition and Measurement IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction ANNUAL REPORT 2010 43
  • 45. NOTES TO THE FINANCIAL STATEMENTScont’d2) BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d Changes in Accounting Policies cont’d The adoption of the above FRSs, amendments and interpretations does not have significant impact on the financial statements of the Group and of the Company upon their initial application except as follows: i) FRS 7: Financial Instruments - Disclosures Prior to 1st October 2009, information about financial instruments was disclosed in accordance with the requirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about the exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. ii) FRS 8: Operating Segments FRS 8 replaces FRS 1142004 Segment Reporting and requires identification of operating segments on the basis of internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to those segments and assess their performance. iii) FRS 101: Presentation of Financial Statements (Revised) The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised Standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The Standard also introduces the statement of comprehensive income with all items of income and expense recognised in profit or loss, together with all other items of income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and the Company have elected to present this statement as one single statement. iv) FRS 139: Financial Instruments: Recognition and Measurement The Group and the Company have adopted FRS 139 prospectively on 1st October 2009 in accordance with the transitional provisions in FRS 139. On that date, financial assets were classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments or available-for-sale financial assets, as appropriate. Financial liabilities were either classified as financial liabilities at fair value through profit or loss or other financial liabilities (i.e. those financial liabilities which are not held for trading or designated as fair value through profit or loss upon initial recognition). All financial assets and financial liabilities within the scope of FRS 139 are recognised and re-measured accordingly, with the related adjustments taken to opening retained earnings, investments revaluation reserve or hedging reserve as at 1st October 2009, as appropriate. Standards and Interpretations in issue but not yet effective The Group has not applied the new and revised FRSs and the IC Interpretations which have been issued as at the reporting date by the Malaysian Accounting Standards Board (“MASB”) as described hereunder: Effective for financial period beginning on or after FRS 1 First-time Adoption of Financial Reporting Standards 1st July 2010 FRS 2 Amendments to FRS 2 1st July 2010 FRS 3 Business Combinations 1st July 201044 ASIA MEDIA GROUP BERHAD (813137-V)
  • 46. NOTES TO THE FINANCIAL STATEMENTS cont’d2) BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d Standards and Interpretations in issue but not yet effective cont’d Effective for financial period beginning on or after FRS 5 Amendments to FRS 5, Non-Current Assets Held for Sale and Discontinued 1st July 2010 Operations FRS 7 Amendments to FRS 7, Improving Disclosures about Financial Instruments 1st January 2011 FRS 121 Amendment to FRS 121, The Effects of Changes in Foreign Exchange 1st January 2011 Rates - Net Investment in a Foreign Operation FRS 124 Amendment to FRS 124, Related Party Disclosures 1st January 2012 FRS 127 Consolidated and Separate Financial Statements 1st July 2010 FRS 132 Amendments to FRS 132, Financial Instruments: Presentation 1st March 2010 FRS 134 Amendment to FRS 134, Interim Financial Reporting 1st January 2011 FRS 138 Amendments to FRS 138, Intangible Assets 1st July 2010 FRS 139 Amendments to FRS 139, Financial Instruments: Recognition and 1st January 2011 Measurement The directors expect that the adoption of the standards and interpretations above will have no material impact on the financial statements in the period of initial application.3) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The operations of the Group are subject to a variety of financial risks, including foreign currency exchange risk, market risk, credit risk, interest rate risk and liquidity risk. The Group has formulated a financial risk management framework whose principal objective is to minimise the Group’s exposure to risks and/or costs associated with the financing, investing and operating activities of the Group. Foreign currency exchange risk Foreign currency risk is that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign currency exchange rates. However as at 31st December 2010, the Group’s exposure to foreign currency risk is not significant. The Group has not entered into any forward foreign exchange contracts as at 31st December 2010. Market risk Market risk is the risk that changes in market prices, and other prices will affect the Group’s financial position and cash flows. The Group has in place policies to manage its competitive risks from its competitors in providing better alternatives in terms of better services. ANNUAL REPORT 2010 45
  • 47. NOTES TO THE FINANCIAL STATEMENTScont’d3) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES cont’d 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 principally from its receivables from customers. The Company’s exposure to credit risk arises principally from trade receivables. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statements of financial position. Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable values. A significant portion of these receivables are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the receivables. Any receivables having significant balances past due more than 120 days, which are deemed to have higher credit risk, are monitored individually. The ageing of trade receivables as at the end of the reporting period was: GROUP As at 31st December 2010 RM Not past due 1,352,550 Past due 0 - 30 days 331,800 Past due 31 - 60 days 591,037 Past due 61 - 90 days 350,000 Past due 91 - 120 days 300,000 Past due more than 120 days 153,228 3,078,615 The movements in the allowance for impairment losses of receivables during the financial period were: GROUP As at 31st December 2010 RM As at beginning of period - Arising from acquisition of subsidiaries 97,653 As at end of period 97,653 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.46 ASIA MEDIA GROUP BERHAD (813137-V)
  • 48. NOTES TO THE FINANCIAL STATEMENTS cont’d3) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES cont’d Interest rate risk cont’d The Group’s investment in financial assets are mainly short term in nature and mostly placed in financial deposits. Changes in interest rates are not expected to have a significant impact on the Group’s profit or loss. No sensitivity analysis is prepared as the Group and the Company do not expect any material effect on the Group’s and the Company’s profit net of tax and equity arising from the effect of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting period. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due. The Group practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities and to maintain sufficient funds for contingent funding requirement of working capital. Fair values The fair value of financial instruments is the amount at which the instrument could be exchanged for or settled between knowledgeable parties at an arm’s length transaction, other than a forced or liquidation sale. The carrying amounts of the financial assets and financial liabilities as reported in the statement of financial position as at 31st December 2010 approximate their fair values because of the immediate/short maturity terms of these financial instruments.4) SIGNIFICANT ACCOUNTING POLICIES a) Basis of Accounting The financial statements are prepared under the historical cost convention unless otherwise indicated in the accounting policies below. b) Revenue Recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Revenue is measured at the fair value of consideration received or receivable, net of returns, allowances and trade discounts. Revenue from services are recognised when services are rendered. Revenue represents the invoiced value of services rendered net of discounts and allowances. Interest income is recognised on accrual basis. c) Foreign Currency Conversion (i) Functional and Presentation Currency The individual financial statements of each entity in the Group are measured using the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency. (ii) Foreign Currency Transactions Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. ANNUAL REPORT 2010 47
  • 49. NOTES TO THE FINANCIAL STATEMENTScont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d d) Employee Benefits (i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contributions plans As required by law, companies in Malaysia make contributions to the state pension scheme, Employees Provident Fund. Such contributions are recognised as an expense in profit or loss as incurred. e) Income Taxes (i) Current tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the reporting date. Current taxes are recognised in profit or loss, except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. (ii) Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, unused tax losses and unused tax credit to the extent that it is probable that taxable profit will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The tax effects of unutilised reinvestment allowances are only recognised upon actual realisation. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.48 ASIA MEDIA GROUP BERHAD (813137-V)
  • 50. NOTES TO THE FINANCIAL STATEMENTS cont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d e) Income Taxes cont’d (ii) Deferred tax cont’d Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle its current tax assets and liabilities on a net basis. f) Property, Plant and Equipment All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. At each reporting date, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount. Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation of property, plant and equipment, other than capital work-in-progress which is not depreciated, is calculated to write off the cost of the property, plant and equipment on a straight-line basis over the expected useful lives of the property, plant and equipment concerned. The annual depreciation rates used are as follows: % Transit TV system 10 Furniture and fittings 20 Motor vehicles 20 Office equipment 20 Plant and machinery 10 Renovation and signboard 10 Gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal proceed and the carrying amount of the asset, and is recognised in profit or loss. g) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and all its subsidiaries made up to the end of the financial period. Subsidiaries are those entities in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities. Subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, subsidiaries are fully consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The cost of acquisition is measured as fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. ANNUAL REPORT 2010 49
  • 51. NOTES TO THE FINANCIAL STATEMENTScont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d g) Basis of Consolidation cont’d Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition dates, irrespective of the extent of any minority interest. Any excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in profit or loss. Minority interests at the end of the reporting date, being the portion of the net identifiable assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owner of the Company. Minority interests in the results of the Group are presented on the face of the consolidated statement of comprehensive income as an allocation of comprehensive income for the period between minority interests and the equity shareholders of the Company. Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports profit, the Group’s interest is allocated with all such profits until the minority’s share of losses previously absorbed by the Group has been recovered. All significant intercompany balances and transactions have been eliminated on consolidation. h) Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. In the Company’s separate financial statements, investments in subsidiary are accounted for at cost less impairment losses. i) Research and Development Costs Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale; (ii) the intention to complete the intangible asset and use or sell it; (iii) the ability to use or sell the intangible asset; (iv) how the intangible asset will generate probable future economic benefits; (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and (vi) the availability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally- generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.50 ASIA MEDIA GROUP BERHAD (813137-V)
  • 52. NOTES TO THE FINANCIAL STATEMENTS cont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d i) Research and Development Costs cont’d Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. The average expected life of the development projects is five (5) years. j) Intangible Assets Intangible assets which represent licenses, copyrights and other incidental costs incurred, are stated at cost less accumulated amortisation and impairment losses, are amortised over a period of ten (10) years. k) Financial Instruments Arising from the adoption of FRS 139, Financial Instruments: Recognition and Measurement, with effect from 1st October 2009, financial instruments are categorised and measured using accounting policies as mentioned below. i) Initial recognition and measurement A financial instrument is recognised in the financial statements when, and only when, the Group becomes a party to the contractual provisions of the instrument. A financial instrument is recognised, initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. ii) Financial instrument categories and subsequent measurement The Group categories financial instruments as follows: Financial assets a) Financial assets at fair value through profit or loss Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the near term. Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of other losses or other income. Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that are held primarily for trading purposes are presented as current whereas financial assets that are not held primarily for trading purposes are presented as current or non- current based on the settlement date. Investment in quoted securities are designated as fair value through profit or loss on initial recognition. b) Held-to-maturity investments Held-to-maturity investments category comprises debt instruments that are quoted in an active market and the Group has the positive intention and ability to hold to maturity. ANNUAL REPORT 2010 51
  • 53. NOTES TO THE FINANCIAL STATEMENTScont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d k) Financial Instruments cont’d ii) Financial instrument categories and subsequent measurement cont’d Financial assets cont’d b) Held-to-maturity investments cont’d Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost using the effective interest method. c) Loans and receivables Loans and receivables category comprises debt instruments that are not quoted in an active market, trade and other receivables and cash and cash equivalents. Financial assets categorised as loans and receivables are subsequently measured at amortised cost using effective interest method. d) Available-for-sale financial assets Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss. All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment. See accounting policy Note 4 l) on impairment. Financial liabilities All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are held for trading or financial liabilities that are specifically designated into category upon initial recognition. Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss. iii) Derecognition A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial assets expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.52 ASIA MEDIA GROUP BERHAD (813137-V)
  • 54. NOTES TO THE FINANCIAL STATEMENTS cont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d k) Financial Instruments cont’d iii) Derecognition cont’d A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. l) Impairment The Group and the Company assess as at each reporting date whether there is any objective evidence that financial and non-financial assets are impaired. (i) Trade and other receivables and other financial assets carried at amortised cost To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the original effective interest rate of the financial asset. The impairment loss is recognised in profit or loss. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occuring 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. (ii) Non-financial assets The carrying amounts of non-financial assets (except for inventories and non-current assets (or disposal groups) classified as held for sale) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. ANNUAL REPORT 2010 53
  • 55. NOTES TO THE FINANCIAL STATEMENTScont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d l) Impairment cont’d (ii) Non-financial assets cont’d An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss. Impairment losses recognised in respect of cash- generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit or group of units on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to the profit or loss in the year in which the reversals are recognised. m) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. n) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. o) Cash and Cash Equivalents Cash and cash equivalents comprise cash at bank and in hand, demand deposits and short term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. p) Share Capital An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are equity instruments. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.54 ASIA MEDIA GROUP BERHAD (813137-V)
  • 56. NOTES TO THE FINANCIAL STATEMENTS cont’d4) SIGNIFICANT ACCOUNTING POLICIES cont’d q) Contingencies A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group. Contingent liabilities and assets are not recognised in the statements of financial position of the Group. r) Operating Segments In the previous years, a segment was a distinguishable component of the Group that was engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment) which was subject to risks and rewards that were different from those of other segments. Following the adoption of FRS 8, Operating Segments, an operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s 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, which in this case is the Chief Executive Officer of the Group, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.5) CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The preparation of financial statements in conformity with Financial Reporting Standards requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported results during the reported period. It also requires directors to exercise their judgement in the process of applying the Group’s and the Company’s accounting policies. Although these estimates and judgement are based on the director’s best knowledge of current events and actions, actual results may differ. Critical judgements in applying the Group’s and the Company’s accounting policies In the process of applying the Group’s and the Company’s accounting policies, which are described in Note 4 above, management is of the opinion that there are no instances of application of judgement which are expected to have significant effect on the amounts recognised in the financial statements. Key sources of estimation uncertainty Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year (apart from those involving estimations which are dealt with below). (i) Property, plant and equipment and depreciation The Group determines the estimated useful lives and related depreciation charges for the Group’s property, plant and equipment. The estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and function. Management will revise the depreciation charge where useful lives are different to those previously estimated, or it will write off or write down technically obsolete or non strategic assets that have been abandoned or sold. ANNUAL REPORT 2010 55
  • 57. NOTES TO THE FINANCIAL STATEMENTScont’d5) CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY cont’d Key sources of estimation uncertainty cont’d (ii) Impairment on receivables The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s loans and receivables at the reporting date is disclosed in Note 11 to the Financial Statements. (iii) Estimated impairment of goodwill and intangible assets The Group determines whether goodwill and intangible assets have been impaired at least on an annual basis. The recoverable amounts of the cash-generating units (“CGU”) are determined based on the value-in-used method. Estimating a value-in-use amount requires management to make an estimate of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows.6) PROPERTY, PLANT AND EQUIPMENT Capital Furniture Renovation Transit TV work-in- and Motor Office Plant and and system progress fittings vehicles equipment machinery signboard Total GROUP RM RM RM RM RM RM RM RM 2010 Cost As at 1st October 2009 - - - - - - - - Additions - 5,858,227 528 4,480 7,943 1,928 10,324 5,883,430 Arising from acquisition of subsidiaries 13,138,664 1,072,614 105,230 31,485 245,134 690,708 89,186 15,373,021 As at 31st December 2010 13,138,664 6,930,841 105,758 35,965 253,077 692,636 99,510 21,256,451 Accumulated depreciation As at 1st October 2009 - - - - - - - - Charge for the period 875,912 - 13,360 896 33,172 30,402 6,978 960,720 Arising from acquisition of subsidiaries 1,834,055 - 46,460 31,485 128,797 496,090 26,186 2,563,073 As at 31st December 2010 2,709,967 - 59,820 32,381 161,969 526,492 33,164 3,523,793 Net book value as at 31st December 2010 10,428,697 6,930,841 45,938 3,584 91,108 166,144 66,346 17,732,65856 ASIA MEDIA GROUP BERHAD (813137-V)
  • 58. NOTES TO THE FINANCIAL STATEMENTS cont’d7) DEVELOPMENT COSTS GROUP As at 31st December 2010 RM Balance as at beginning of period - Arising from acquisition of subsidiaries 27,108 Additions during the period 102,850 Balance as at end of period 129,958 Less: Accumulated amortisation: Balance as at beginning of period - Arising from acquisition of subsidiaries (12,683) Charge for the period (24,176) Balance as at end of period (36,859) Net 93,0998) INTANGIBLE ASSETS GROUP As at 31st December 2010 RM At cost Balance as at beginning of period - Additions during the period 25,000 Arising from acquisition of subsidiaries 2,186,950 2,211,950 Less: Accumulated amortisation: Balance as at beginning of period - Charge for the period - Balance as at end of period - Net 2,211,950 ANNUAL REPORT 2010 57
  • 59. NOTES TO THE FINANCIAL STATEMENTScont’d9) INVESTMENT IN SUBSIDIARIES COMPANY As at 31st As at 30th December September 2010 2009 RM RM Unquoted shares - At cost 12,999,998 - The amount owing to subsidiary arose mainly from advances given and payments made on behalf which are unsecured, interest-free and repayable on demand. The details of the subsidiaries are as follows: Equity Place of Interest Name of Company Incorporation 2010 Principal Activities % Direct Subsidiary Asia Media Sdn Bhd Malaysia 100 Business of multimedia advertising services, media communications, commercialisation of narrowcasting network solutions and dynamic and automation contents and provision of integration, maintenance and support services relating to the above products. Indirect Subsidiaries Transnet Express Sdn Malaysia 100 Production and marketing of electronic audio and Bhd visual media Asia Media Interactive Malaysia 100 Dormant Sdn Bhd Asia Media Marketing Malaysia 100 Dormant Sdn Bhd All the above subsidiaries are audited by another firm of auditors other than auditors of the Company.58 ASIA MEDIA GROUP BERHAD (813137-V)
  • 60. NOTES TO THE FINANCIAL STATEMENTS cont’d9) INVESTMENT IN SUBSIDIARIES cont’d During the financial period, the Group acquired 100% equity interest in Asia Media Sdn Bhd, a company incorporated in Malaysia, for a total consideration of RM12,999,998, satisfied by the issuance of 129,999,980 ordinary shares of RM0.10 each in the Company. The effects of the acquisition on the financial results of the Group during the financial period are as follows: GROUP 2010 (15 Months) RM Revenue 16,554,093 Cost of sales (8,644,850) Other operating income 49,506 Other operating expenses (2,364,890) Profit before tax 5,593,859 Income tax expense (4,872) Increase in Group’s profit attributable to shareholders 5,588,987 The effect of the acquisition on the financial position of the Group as at the end of the financial period is as follows: GROUP As at 31st December 2010 RM Net assets acquired: Property, plant and equipment 12,809,948 Development costs 14,425 Intangible assets 2,186,950 Goodwill 2,570,627 Trade receivables 534,562 Other receivables and prepaid expenses 44,821 Deposits with licensed financial institutions 632,376 Cash and bank balances 1,424,685 Trade payables (500,000) Other payables and accrued expenses (17,921) Bank borrowings (1,758,869) Amount owing to directors (74,511) Negative goodwill on consolidation (4,867,095) 12,999,998 Total consideration satisfied by issuance of shares (12,999,998) Total cash consideration - Less: Cash and bank balances (1,424,685) Cash flow on acquisition, net of cash and cash equivalents acquired (1,424,685) ANNUAL REPORT 2010 59
  • 61. NOTES TO THE FINANCIAL STATEMENTScont’d10) GOODWILL ON CONSOLIDATION GROUP As at 31st December 2010 RM Balance as at beginning of period - Arising from acquisition of indirect subsidiaries 2,570,627 Balance as at end of period 2,570,62711) TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAID EXPENSES Trade receivables comprise amounts receivable for services rendered. The credit period granted on services rendered is 30 days. Other credit terms are assessed and approved on a case-by-case basis. GROUP As at 31st December 2010 RM Trade receivables 3,078,615 Less: Allowance for doubtful debts (97,653) Net 2,980,962 Other receivables and prepaid expenses consist of: GROUP As at 31st December 2010 RM Other receivables 11,499 Prepaid expenses 1,744 Refundable deposits 16,333 29,576 The trade and other receivables are all denominated in Ringgit Malaysia.12) DEFERRED EXPENDITURE Deferred expenditure of the Group and of the Company represents professional charges and expenses incurred in connection with the listing exercise of the Company which will be written off upon the successful listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad.60 ASIA MEDIA GROUP BERHAD (813137-V)
  • 62. NOTES TO THE FINANCIAL STATEMENTS cont’d13) DEPOSITS WITH FINANCIAL INSTITUTIONS Included in deposits of the Group is an amount of RM707,588 representing fixed deposits which are pledged to the financial institutions for banking facilities granted. Deposits of the Group have an average maturity period of 12 months. Bank balances are deposits held at call with banks. Deposits of the Group earn return at 2.50% per annum.14) SHARE CAPITAL GROUP AND GROUP AND COMPANY COMPANY COMPANY COMPANY No. of ordinary shares of RM1 each As at 31st As at 30th As at 31st As at 30th December September December September 2010 2009 2010 2009 RM RM Authorised: Balance as at beginning of period 100,000 100,000 100,000 100,000 Subdivision of par value into RM0.10 each (100,000) - (100,000) - Balance as at end of period 100,000 100,000 100,000 100,000 No. of ordinary shares of RM0.10 each Amount As at 31st As at 31st As at 31st As at 30th December September December September 2010 2009 2010 2009 RM RM Balance as at beginning of period - - - - Subdivision of par value into RM0.10 each 1,000,000 - 100,000 - Created during the period 499,000,000 - 49,900,000 - Balance as at end of period 500,000,000 - 50,000,000 - GROUP AND GROUP AND COMPANY COMPANY COMPANY COMPANY No. of ordinary shares of RM1 each As at 31st As at 30th As at 31st As at 30th December September December September 2010 2009 2010 2009 RM RM Issued and fully paid: Balance as at beginning of period 2 2 2 2 Subdivision of par value into RM0.10 each (2) - (2) - Balance as at end of period - 2 - 2 ANNUAL REPORT 2010 61
  • 63. NOTES TO THE FINANCIAL STATEMENTScont’d14) SHARE CAPITAL cont’d No. of ordinary shares of RM0.10 each Amount As at 31st As at 31st As at 31st As at 30th December September December September 2010 2009 2010 2009 RM RM Balance as at beginning of period - - - - Subdivision of par value into RM0.10 each 20 - 2 - Issued during the period 129,999,980 - 12,999,998 - Balance as at end of period 130,000,000 - 13,000,000 - As approved by the shareholders on 30th April 2010, the authorised share capital of the Company was increased from RM100,000 to RM25,000,000 during the financial period by the creation of additional 249,000,000 new ordinary shares of RM0.10 each. Also, the issued and paid-up share capital of the Company was increased from RM2 to RM13,000,000 during the financial period by the allotment of 129,999,980 new ordinary shares of RM0.10 each for the purpose of acquisition of 100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn Bhd, representing 100% equity interest in said company. These new shares rank pari passu with the then existing ordinary shares of the Company. Subsequently, as approved by the shareholders on 24th November 2010, the authorised share capital of the Company was further increased from RM25,000,000 to RM50,000,000 during the financial period by the creation of additional 250,000,000 new ordinary shares of RM0.10 each.15) TERM LOAN GROUP As at 31st December 2010 RM Secured term loan 1,234,810 Less: Portion due within the next 12 months (820,055) Portion payable after the next 12 months 414,755 The non current portion of this term loan is repayable as follows: 2012 414,755 The term loan bears interest at 5.00% per annum and is secured by third party’s property as well as jointly and severally guarantee by the directors.62 ASIA MEDIA GROUP BERHAD (813137-V)
  • 64. NOTES TO THE FINANCIAL STATEMENTS cont’d16) DEFERRED TAX LIABILITY GROUP As at 31st December 2010 RM As at beginning of period - Recognised in profit and loss (Note 20) 2,174 As at end of period 2,174 The recognised deferred tax liability is made up of the unrealised fixed deposit interest.17) TRADE PAYABLES, OTHER PAYABLES AND ACCRUED EXPENSES Trade and other payables comprise amounts outstanding for trade and ongoing costs. The average credit period granted to the Group for trade purchases ranges from 30 to 90 days. Other payables and accrued expenses consist of: GROUP COMPANY As at 31st As at 31st As at 30th December December September 2010 2010 2009 RM RM RM Other payables 635,692 382,584 3,300 Accrued expenses 149,009 14,050 - 784,701 396,634 3,300 The trade and other payables are all denominated in Ringgit Malaysia.18) AMOUNT OWING TO DIRECTOR The amount owing to director, which arose mainly from expenses paid on behalf and advances given, is unsecured, interest-free and repayable on demand.19) BANK BORROWINGS As at 31st December 2010, the Group has bank overdraft facilities (excluding term loan as mentioned in Note 15) totalling RM300,000 obtained from a licensed bank. The facility bears interest at 3.5% per annum above the Bank Negara Malaysia’s funding rate and is secured by personal guarantee and legal charge over properties owned by one of the directors of the Company. ANNUAL REPORT 2010 63
  • 65. NOTES TO THE FINANCIAL STATEMENTScont’d20) INCOME TAX EXPENSE GROUP COMPANY 2010 2010 2009 (15 Months) (15 Months) (18 Months) RM RM RM Taxation based on short term deposit interest received 2,698 - - Deferred tax liability (Note 16) 2,174 - - 4,872 - - A numerical reconciliation of income tax expense and the product of the accounting profit/(loss) multiplied by the applicable statutory income tax rate of the Group is as follows: GROUP COMPANY 2010 2010 2009 (15 Months) (15 Months) (18 Months) RM RM RM Accounting profit/(loss) 10,286,610 (174,344) (3,300) Tax at the applicable statutory income tax rate of 20%/25% 2,603,451 (34,869) (660) Tax effects in respect of: Expenses that are not deductible for tax purposes 91,854 34,869 660 Utilisation of deferred tax assets not recognised previously (13,532) - - Income exempted from tax (1,157,825) - - Income not subject to tax (1,216,774) - - Other temporary differences (302,302) - - Income tax expense 4,872 - -21) EARNINGS PER ORDINARY SHARE Basic Earnings Per Share The basic earnings per share of the Group is calculated based on the earnings attributable to equity holders of the Group for the period of RM10,281,738 and on the weighted average number of ordinary shares of RM0.10 each in issue during the financial period of 69,124,736. Diluted Earnings Per Share The diluted earnings per share of the Group has not been presented as there are no dilutive potential ordinary shares during the financial period.64 ASIA MEDIA GROUP BERHAD (813137-V)
  • 66. NOTES TO THE FINANCIAL STATEMENTS cont’d22) CASH AND CASH EQUIVALENTS Cash and cash equivalents at the end of period consist of: GROUP COMPANY As at 31st As at 31st As at 31st December December December 2010 2010 2009 RM RM RM Deposits with financial institutions 707,588 - - Cash and bank balances 967,915 5,002 2 1,675,503 5,002 2 Less: Deposits pledged as security (Note 13) (707,588) - - 967,915 5,002 223) SEGMENTAL INFORMATION Primary Reporting Format - Business Segments Multimedia Production advertising and services, marketing of media electronic Investment communications audio and holding etc. visual media Eliminations Consolidated RM RM RM RM RM REVENUE External sales - 16,419,143 134,950 - 16,554,093 RESULTS Profit/(Loss) from operations (174,344) 5,592,625 52,623 4,867,095 10,337,999 Finance costs (51,389) Profit before tax 10,286,610 OTHER INFORMATION Segment assets 13,849,150 27,958,941 290,863 (13,960,429) 28,138,525 Segment liabilities 1,026,794 4,470,308 141,865 (781,054) 4,857,913 Capital expenditure - 6,011,280 - 6,011,280 Non-cash expenses Depreciation of property, plant and equipment - 924,066 36,654 960,720 Amortisation of development costs - 24,176 - 24,176 Secondary Reporting Format - Geographical Segments The Group has no secondary reporting format as the Group operates predominately in Malaysia. ANNUAL REPORT 2010 65
  • 67. NOTES TO THE FINANCIAL STATEMENTScont’d24) CHANGE OF FINANCIAL YEAR END During the financial period, the Company changed its financial year end from 30th September to 31st December.25) SUBSEQUENT EVENT On 11th January 2011, the Company was successfully listed on the ACE Market of Bursa Malaysia Securities Berhad which involves inter alia the following: (a) Public issue of 98,000,000 new ordinary shares of RM0.10 each at an issue price of RM0.23 to the Malaysian public and identified investors, (“Public Issue”); and (b) Listing of and quotation for the Company’s entire enlarged issued and paid-up share capital of RM22,800,000 comprising 228,000,000 ordinary shares of RM0.10 each upon completion of the Public Issue on the ACE Market of Bursa Malaysia Securities Berhad.26) CHANGE OF NAME AND CONVERSION TO PUBLIC LIMITED COMPANY The Company changed its name from Gerak Bayan Sdn. Bhd. to Asia Media Group Sdn. Bhd. during the financial period. Subsequently, the Company was also converted from private limited company to a public limited company.27) SUPPLEMENTARY INFORMATION 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 are as follow: GROUP COMPANY As at 31st As at 30th December September 2010 2010 RM RM Retained earnings/(Accumulated loss) carried forward are analysed as follows: Unrealised (2,174) - Realised 10,280,612 (177,644) 10,278,438 (177,644)28) COMPARATIVE FIGURES The comparative figures as shown in the financial statements are for the period 9th April 2008 (date of incorporation) to 30th September 2009 or a period of about 18 months. Arising from the adoption of FRS 101 (revised), income statements for the period ended 30th September 2009 have been re-presented as statements of comprehensive income. All non-owner changes in equity that were presented in the statements of changes in equity are now included in the statements of comprehensive income as other comprehensive income. Consequently, components of comprehensive income are not presented in the statements of changes in equity.66 ASIA MEDIA GROUP BERHAD (813137-V)
  • 68. ANALYSIS OF SHAREHOLDINGS as at 5 May 2011Authorised Share Capital : RM500,000,000Issued and Fully Paid-up Capital : RM22,800,000Class of Shares : Ordinary Shares of RM0.10 eachVoting Rights : One vote per shareholder on a show of hands One vote per share on a pollSIZE OF SHAREHOLDINGS No. of % of No. of % of Issued Size of Shareholdings Shareholders Shareholders Shares Share Capital Less than 100 shares 2 0.12 100 0 100-1,000 shares 89 5.53 74,500 0.03 1,001-100,000 shares 637 39.57 4,447,500 1.95 10,001-100,000 shares 736 45.71 28,469,200 12.49 100,001 to less than 5% of issued shares 145 9.01 91,008,700 39.92 5% and above of issued shares 1 0.06 104,000,000 45.61 Total 1,610 100 228,000,000 100LIST OF SUBSTANTIAL SHAREHOLDERS No. of Percentage Name of Substantial Shareholders Shares (%) Wong SK Holdings Sdn Bhd 104,000,000 45.61 Dato’ Wong Shee Kai 104,000,000* 45.61 Teh Sew Wan 104,000,000* 45.61* Deemed interest by virtue of his/her equity interest in Wong SK Holdings Sdn Bhd.STATEMENT OF DIRECTORS’ INTEREST IN SHARES Name of Director Asia Media Group Berhad Direct Interest Indirect Interest No. of No. of Shares % Shares % Dato’ Wong Shee Kai - - 104,000,000* 45.61 Teh Sew Wan ** - - 104,000,000* 45.61 Dato’ Hussian @ Rizal Bin A Rahman 200,000 0.09 - - Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee 100,000 0.04 - - Sabaruddin Bin Ahmad Sabri 50,000 0.02 - - Yeong Siew Lee (F) - - - -* Deemed interest by virtue of his/her equity interest in Wong SK Holdings Sdn Bhd.** Resigned as Director on 23 May 2011 ANNUAL REPORT 2010 67
  • 69. ANALYSIS OF SHAREHOLDINGSas at 5 May 2011cont’dLIST OF 30 LARGEST SHAREHOLDERS No. of No. Name of Shareholders Shares Percentage 1. Wong SK Holdings Sdn Bhd 104,000,000 45.61 2. Cimsec Nominees (Tempatan) Sdn Bhd 10,000,000 4.39 CIMB Bank for Koh Kin Lip (MY0502) 3. BTV Cinebus Sdn Bhd 7,800,000 3.42 4. JF Apex Nominees (Tempatan) Sdn Bhd 6,980,000 3.06 Pledged Securities Account for Puan Kam Fook (Margin) 5. Citigroup Nominees (Tempatan) Sdn Bhd 5,000,000 2.19 UBS AG Singapore for Tan Swee Yeong 6. Universal Trustee (Malaysia) Berhad 3,950,000 1.73 Ta Dana Fokus 7. Transnet (JB) Sdn Bhd 3,450,000 1.51 8. JF Apex Nominees (Asing) Sdn Bhd 3,436,000 1.51 Pledged Securities Account for On Chee Seng (Margin) 9. EB Nominees (Tempatan) Sendirian Berhad 2,600,000 1.14 Pledged Securities Account for Loo Poh Keng (SFC) 10. EB Nominees (Tempatan) Sendirian Berhad 2,600,000 1.14 Pledged Securities Account for Chan Tuck Leong (SFC) 11. EB Nominees (Tempatan) Sendirian Berhad 2,600,000 1.14 Pledged Securities Account for Fanny Kong (SFC) 12. Tan Yew Sing 2,030,000 0.89 13. BHLB Trustee Berhad 2,010,700 0.88 Ta Small Cap Fund 14. Mayban Nominees (Tempatan) Sdn Bhd 1,480,000 0.65 Mayban Trustees Berhad for Pheim Asia Ex-Japan Fund (260366) 15. Amsec Nominee (Tempatan) Sdn Bhd 1,379,400 0.61 Amtrustee Berhad for Apex Dana AL-SOFI-I (UT-APEX-SOFI) 16. Yeoh Swee Kim 1,267,200 0.56 17. Amsec Nominees (Tempatan) Sdn Bhd 1,100,000 0.48 Tang Pen San (9984-1101) 18. Mayban Nominees (Tempatan) Sdn Bhd 1,000,000 0.44 Pheim Asset Management Sdn Bhd for Benta Wawasan Sdn Bhd (A/C 95-230135) 19. Koh Kim Boon 891,500 0.39 20. Balamurugeshwaran A/L Vengadasamy 882,400 0.39 21. HSBC Nominees (Tempatan) Sdn Bhd 846,000 0.37 HSBC (M) Trustee Bhd for Pheim Emerging Companies Balanced Fund (4033) 22. Loo Poh Keng 730,000 0.32 23. ECML Nominees (Tempatan) Sdn Bhd 650,000 0.29 Pledged Securities Account for Ee Soo Yim (015) 24. Mayban Nominees (Tempatan) Sdn Bhd 550,000 0.24 Mayban Trustees Berhad for Pheim Asia Ex-Japan Islamic Fund (260508) 25. HSBC Nominees (Tempatan) Sdn Bhd 541,000 0.24 HSBC (M) Trustee Bhd for Pheim Income Fund (4058)68 ASIA MEDIA GROUP BERHAD (813137-V)
  • 70. ANALYSIS OF SHAREHOLDINGS as at 5 May 2011 cont’dLIST OF 30 LARGEST SHAREHOLDERS cont’d No. ofNo. Name of Shareholders Shares Percentage26. Cimsec Nominees (Tempatan) Sdn Bhd 500,000 0.22 CIMB for Nazimah Binti Syed Majid (PB)27. JF Apex Nominees (Tempatan) Sdn Bhd 500,000 0.22 Pledged Securities Account for Lai Wai Ming (STA 2)28. Lau Boon Seng 500,000 0.2229. Mayban Nominees (Tempatan) Sdn Bhd 500,000 0.22 Pledged Securities Account for Chai Nyuk Thin30. Ong Teck Wan 500,000 0.22 ANNUAL REPORT 2010 69
  • 71. NOTICE OF SECOND ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the Second Annual General Meeting of Asia Media Group Berhad (“the Company”) willbe convened and held at Ivory 10 Room, Holiday Villa Hotel and Suites Subang 9, Jalan SS12/1, 47500 Subang Jaya,Selangor Darul Ehsan on Thursday, 23 June 2011 at 9.00 a.m. for the following purposes :-AGENDAAs Ordinary Business1. To receive the Statutory Financial Statements for the period from 1 October 2009 to 31 December 2010 together with the Directors’ and Auditors’ Reports thereon. (Resolution 1)2. To approve the payment of Directors’ Fees of RM108,000.00 for the period ended 31 December 2010. (Resolution 2)3. To re-elect the following Directors who retire in accordance with Article 75 of the Company’s Articles of Association:- (i) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee; (Resolution 3) (ii) Dato’ Hussian @ Rizal Bin A Rahman; (Resolution 4) (iii) Sabaruddin Bin Ahmad Sabri; and (Resolution 5) (iv) Yeong Siew Lee. (Resolution 6)4. To re-appoint Messrs STYL Associates as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 7)5. To transact any other business for which due notice shall have been given.ON BEHALF OF THE BOARDSEE SIEW CHENG MAICSA 7011225EOW WILLEY MAICSA 7031441Joint Company SecretariesPetaling Jaya1 June 2011NOTES:1. The Company has changed its financial year end from 30 September to 31 December on 31 March 2010. Section 143(1) of the Companies Act, 1965 states that an Annual General Meeting (“AGM”) must be held once in every calendar year. The Companies Commission of Malaysia had granted its approval for an extension of time until 30 June 2011 for the Company to hold its AGM in respect of the calendar year 2010. The Company did not hold any AGM in the calendar year 2010. Hence, the forthcoming Second AGM will be held to table the 15-month Statutory Financial Statements made up from 1 October 2009 to 31 December 2010 as well as other ordinary businesses, and this AGM shall be deemed to be held for the calendar year 2010.2. A member of the Company entitled to attend and vote at this meeting may appoint not more than two (2) proxies to vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and 149(b) of the Companies Act, 1965 shall not apply to the Company.3. A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint at least one (1) proxy in respect of each securities account.4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorised.5. The instrument appointing a proxy to be deposited at Ground Floor, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.70 ASIA MEDIA GROUP BERHAD (813137-V)
  • 72. NOTICE OF SECOND ANNUAL GENERAL MEETING cont’dStatement Accompanying Notice of Second Annual General MeetingPursuant to Article 75 of the Company’s Articles of Association, the Directors who are standing for re-election are asfollows:-(i) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee;(ii) Dato’ Hussian @ Rizal Bin A Rahman;(iii) Sabaruddin Bin Ahmad Sabri; and(iv) Yeong Siew Lee.The details of the above Directors who are standing for re-election are set out in their respective profiles which appear inthe Directors’ Profiles on page 18 and page 19 of this Annual Report.Their shareholdings in the Company are set out on page 67 of this Annual Report. ANNUAL REPORT 2010 71
  • 73. This pages has been intentionally left blank72 ASIA MEDIA GROUP BERHAD (813137-V)
  • 74. ASIA MEDIA GROUP BERHAD (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965) FORM OF PROXYI/We, (NRIC/Company No.) (Full Name in Block Letters)of (Full Address)being a Member of ASIA MEDIA GROUP BERHAD hereby appoint (NRIC) (Full Name in Block Letters)of (Full Address)or failing him/her (NRIC) (Full Name in Block Letters)of (Full Address)or failing whom, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at theSecond Annual General Meeting of the Company to be held at Ivory 10 Room, Holiday Villa Hotel and Suites Subang 9,Jalan SS12/1, 47500 Subang Jaya, Selangor Darul Ehsan on Thursday, 23 June 2011 at 9.00 a.m. and at any adjournmentthereof on the following resolutions in the manner indicated below:- FOR AGAINST Resolution 1 To receive the Statutory Financial Statements for the year ended 31 December 2010 together with the Directors’ and Auditors’ Reports thereon. Resolution 2 To approve the payment of Directors’ Fees of RM108,000.00 for the period ended 31 December 2010. Resolution 3 To re-elect Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee as Director. Resolution 4 To re-elect Dato’ Hussian @ Rizal Bin A Rahman as Director. Resolution 5 To re-elect Sabaruddin Bin Ahmad Sabri as Director. Resolution 6 To re-elect Yeong Siew Lee as Director. Resolution 7 To re-appoint Messrs STYL Associates as Auditors of the company and to authorise the Directors to fix their remuneration.(Please indicate with an ‘X’ in the appropriate box against each Resolution how you wish your proxy to vote. If no instruction is given, thisform will be taken to authorise the proxy to vote at his/her discretion). No. of Shares heldThe proposition of my holdings to be represented by my* proxy/proxies are as follows:- First Name Proxy % Second Name Proxy % 100 %In the case of a vote taken by a show of hands, the First Proxy shall vote on *my/our behalf.* Strike out whichever is not desired.Signed this day of 2011 Signature of Shareholder or Common Seal
  • 75. Fold This Flap For Sealing Then Fold Here AFFIX STAMP The Secretary ASIA MEDIA GROUP BERHAD 813137-V Level 8, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan 1st Fold HereNOTES:1. The Company has changed its financial year end from 30 September to 31 December on 31 March 2010. Section 143(1) of the Companies Act, 1965 states that an Annual General Meeting (“AGM”) must be held once in every calendar year. The Companies Commission of Malaysia had granted its approval for an extension of time until 30 June 2011 for the Company to hold its AGM in respect of the calendar year 2010. The Company did not hold any AGM in the calendar year 2010. Hence, the forthcoming Second AGM will be held to table the 15-month Statutory Financial Statements made up from 1 October 2009 to 31 December 2010 as well as other ordinary businesses, and this AGM shall be deemed to be held for the calendar year 2010.2. A member of the Company entitled to attend and vote at this meeting may appoint not more than two (2) proxies to vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and 149(b) of the Companies Act, 1965 shall not apply to the Company.3. A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint at least one (1) proxy in respect of each securities account.4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorised.5. The instrument appointing a proxy to be deposited at Ground Floor, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
  • 76. NOTICE OF THIRD ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the Third Annual General Meeting of Asia Media Group Berhad (“the Company”) willbe convened and held at Ivory 10 Room, Holiday Villa Hotel and Suites Subang 9, Jalan SS12/1, 47500 Subang Jaya,Selangor Darul Ehsan on Thursday, 23 June 2011 at 10.00 a.m. or immediately following the conclusion or adjournment(as the case may be) of the Second Annual General Meeting which will be held at 9.00 a.m. on the same day and at thesame venue, for the following purposes:-AGENDAAs Ordinary Business1. To re-elect the following Directors who retire in accordance with Article 70 of the Company’s Articles of Association:- (i) Dato’ Wong Shee Kai; and (Resolution 1) (ii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee. (Resolution 2)2. To re-appoint Messrs STYL Associates as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 3)As Special Business3. To consider and if thought fit, to pass the following ordinary resolution:- Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965 “THAT subject always to the Companies Act, 1965, the Company’s Articles of Association and the approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to issue and allot new shares in the Company at any time at such price, upon such terms and conditions, for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued share capital of the Company for the time being and THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” (Resolution 4)4. To transact any other business for which due notice shall have been given.ON BEHALF OF THE BOARDSEE SIEW CHENGMAICSA 7011225EOW WILLEYMAICSA 7031441Joint Company SecretariesPetaling Jaya1 June 2011 ANNUAL REPORT 2010 75
  • 77. NOTICE OF THIRD ANNUAL GENERAL MEETINGcont’dNOTES:1. Section 143(1) of the Companies Act, 1965 states that an Annual General Meeting (“AGM”) must be held once in every calendar year. Therefore, the forthcoming Third AGM of the Company will be held in respect of the calendar year 2011. There will be no Statutory Financial Statements tabled at this AGM. The 15-month Statutory Financial Statements for the financial period ended 31 December 2010 will be tabled at the Second AGM.2. A member of the Company entitled to attend and vote at this meeting may appoint not more than two (2) proxies to vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and 149(b) of the Companies Act, 1965 shall not apply to the Company.3. A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint at least one (1) proxy in respect of each securities account.4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorised.5. The instrument appointing a proxy to be deposited at Ground Floor, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.EXPLANATORY NOTE TO SPECIAL BUSINESS:-Resolution 4 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965The proposed Ordinary Resolution 4, if passed, will authorise the Directors of the Company to issue and allot shares up to an aggregateamount not exceeding 10% of the issued and paid-up capital of the Company for the time being for such purposes as the Directorswould consider to be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the nextconclusion of the Annual General Meeting of the Company.The authority is to avoid any delay and cost involved in convening a general meeting to approve such an issue of shares. The aforesaidauthority is to give the Directors the authority and flexibility to raise fund more expediently via issuance of shares for purpose of fundingfuture investments, working capital and/or any acquisition.Statement Accompanying Notice of Third Annual General MeetingPursuant to Article 70 of the Company’s Articles of Association, the Directors who are standing for re-election are asfollows:-(v) Dato’ Wong Shee Kai;and(vi) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee.The details of the above Directors who are standing for re-election are set out in their respective profiles which appear inthe Directors’ Profiles on page 18 of this Annual Report.Their shareholdings in the Company are set out on page 67 of this Annual Report.76 ASIA MEDIA GROUP BERHAD (813137-V)
  • 78. ASIA MEDIA GROUP BERHAD (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965) FORM OF PROXYI/We, (NRIC/Company No.) (Full Name in Block Letters)of (Full Address)being a Member of ASIA MEDIA GROUP BERHAD hereby appoint (NRIC) (Full Name in Block Letters)of (Full Address)or failing him/her (NRIC) (Full Name in Block Letters)of (Full Address)or failing whom, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at theSecond Annual General Meeting of the Company to be held at Ivory 10 Room, Holiday Villa Hotel and Suites Subang 9,Jalan SS12/1, 47500 Subang Jaya, Selangor Darul Ehsan on Thursday, 23 June 2011 at 9.00 a.m. and at any adjournmentthereof on the following resolutions in the manner indicated below:- FOR AGAINST Resolution 1 To re-elect Dato’ Wong Shee Kai as Director. Resolution 2 To re-elect Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee as Director. Resolution 3 To re-appoint Messrs STYL Associates as Auditors of the company and to authorise the Directors to fix their remuneration. Resolution 4 Authority to issue shares pursuant to Section 132D of the Act, 1965(Please indicate with an ‘X’ in the appropriate box against each Resolution how you wish your proxy to vote. If no instruction is given, thisform will be taken to authorise the proxy to vote at his/her discretion). No. of Shares heldThe proposition of my holdings to be represented by my* proxy/proxies are as follows:- First Name Proxy % Second Name Proxy % 100 %In the case of a vote taken by a show of hands, the First Proxy shall vote on *my/our behalf.* Strike out whichever is not desired.Signed this day of 2011 Signature of Shareholder or Common Seal
  • 79. Then Fold Here AFFIX STAMP The Secretary ASIA MEDIA GROUP BERHAD 813137-V Level 8, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan 1st Fold HereNOTES:1. Section 143(1) of the Companies Act, 1965 states that an Annual General Meeting (“AGM”) must be held once in every calendar year. Therefore, the forthcoming Third AGM of the Company will be held in respect of the calendar year 2011. There will be no Statutory Financial Statements tabled at this AGM. The 15-month Statutory Financial Statements for the financial period ended 31 December 2010 will be tabled at the Second AGM.2. A member of the Company entitled to attend and vote at this meeting may appoint not more than two (2) proxies to vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and 149(b) of the Companies Act, 1965 shall not apply to the Company.3. A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint at least one (1) proxy in respect of each securities account.4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorised.5. The instrument appointing a proxy to be deposited at Ground Floor, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.