Ingenuity Annual Report 2011

download Ingenuity Annual Report 2011

of 82

  • date post

    03-Mar-2015
  • Category

    Documents

  • view

    225
  • download

    0

Embed Size (px)

Transcript of Ingenuity Annual Report 2011

CONTENTPage Corporate Structure Corporate Information Profile of Directors Chairmans Statement Audit Committee Report Statement Of Corporate Governance Additional Compliance Information Statement On Internal Control Directors Report Statement By Directors / Statutory Declaration Report Of The Auditors Statements Of Financial Position Statements Of Comprehensive Income Statements Of Changes In Equity Statements Of Cash Flows Notes To The Financial Statements Analysis Of Shareholdings Analysis Of Warrantholdings Notice Of Annual General Meeting Appendix 1 Proposed Amendments To Articles Of Association Form Of Proxy 1 2 3-7 8 - 10 11 - 13 14 - 20 20 - 22 23 - 24 25 - 28 29 30 - 31 32 - 33 34 35 36 - 37 38 - 65 66 - 68 69 - 70 71 - 72 73 - 74 75

CORPORATE STRUCTURE

Investment Holding, Consultancy & Management Services

Ingenuity Solutions Berhad

Ingenuity Microsystems Sdn. Bhd. (100%)Enterprise Software

Reliance Computer Centre Sdn. Bhd. (100%)Hotel Management Solutions

Uptown Excel Sdn. Bhd. (100%) Systems Integration & Services Business

Hallmark Avenue Sdn. Bhd. (100%) IT Distribution Business

Ingenuity Care Sdn. Bhd. (100%) Extended Warranty Services

Austral Diversified Sdn. Bhd. (100%)Special Projects Development

Ingenuity Solutions Berhad Annual Report 2011

01

CORPORATE INFORMATION

BOARD OF DIRECTORSDato Feroz bin A S Moidunny (appointed on 25.3.2011) Ahmad Ruslan Zahari Dato Dr. Zakaria (appointed on 14.1.2011) Wong Hun Liang Ng Kok Hok (appointed on 1.12.2010) Abdul Rahman bin Shakor (appointed on 17.12.2010) Tham Kah Yong (appointed on 15.4.2011) Tan Sin Chong Shaliza binti Sabtu (appointed on 1.10.2010) Chong Set Fui(f) (resigned on 31.5.2011) Yee Wai Meng (appointed on 24.2.2011, resigned on 29.3.2011) Dato Sri Dr. Shafiq Sit Abdullah (resigned on 7.3.2011) Poh Hou Liang (resigned on 10.2.2011) Tan Kuen Wei (resigned on 17.1.2011) Gan Leng Swee (resigned on 4.1.2011) Ir. Azman Ahmad (resigned on 24.11.2010) Chairman, Non-Independent Non-Executive Chief Executive Officer / Executive Director Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director Non-Independent Non-Executive Director Non-Independent Non-Executive Director Executive Director Chairman, Non-Independent Non-Executive Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director

AUDIT COMMITTEE

Ng Kok Hok (Chairman) Abdul Rahman bin Shakor (Member) Tham Kah Yong (Member)

BANKER

RHB Bank Berhad (6171-M) Malayan Banking Berhad (3813-K) Hong Leong Bank Berhad (97141-X)

REMUNERATION COMMITTEE

Abdul Rahman bin Shakor (Chairman) Ahmad Ruslan Zahari Dato Dr. Zakaria (Member) Ng Kok Hok (Member) Tham Kah Yong (Member)

AUDITORS

NOMINATION COMMITTEE

Abdul Rahman bin Shakor (Chairman) Ng Kok Hok (Member) Tham Kah Yong (Member)

SJ Grant Thornton (AF:0737) (Member of Grant Thornton International) Chartered Accountants Level 11, Bangunan Faber Imperial Court Jalan Sultan Ismail, 50250 Kuala Lumpur Tel: + (603) 2692 4022 Fax: + (603) 2732 5119 E-mail : sjgt@gt.com.my Website : www.gt.com.my

LEGAL COUNSEL

Cheang & Ariff 39 Court @ Loke Mansion 273A Jalan Medan Tuanku 50300 Kuala Lumpur , Malaysia Tel: + (603) 26910803 Fax: + (603) 26934475 E-mail : ca@cheangariff.com Website : www.cheangariff.com

PRINCIPAL PLACE OF BUSINESSTower M, Warisan Cityview 18-8, 8th Floor, Jalan Cheras 56100 Kuala Lumpur Tel: +(603) 9282 3517 Fax: +(603) 9282 9517 E-mail : info@ingenuity.com.my Website : www.ingenuity.com.my

SECRETARY

Lim Seck Wah (f) (MAICSA 0799845)

REGISTERED OFFICE AND SHARE REGISTRAR

STOCK EXCHANGE LISTINGBursa Malaysia Securities Berhad - ACE Market Stock name : INGENS Stock code : 0034

Mega Corporate Services Sdn. Bhd. (187984-H) Level 15-2, Bangunan Faber Imperial Court Jalan Sultan Ismail, 50250 Kuala Lumpur Tel: + (603) 2692 4271 Fax: + (603) 2732 5388 E-mail : info@megacorp.com.my Website : www.megacorp.com.my

02

Ingenuity Solutions Berhad Annual Report 2011

BOARD OF DIRECTORS

A

B

C

D

E

F

G

H

A

DATO FEROZ BIN A S MOIDUNNY

Chairman, Non-Independent Non-Executive

B

AHMAD RUSLAN ZAHARI DATO DR. ZAKARIAChief Executive Officer

C

WONG HUN LIANGExecutive Director

D

NG KOK HOK

Independent Non-Executive Director

E

ABDUL RAHMAN BIN SHAKORIndependent Non-Executive Director

F

THAM KAH YONG

Independent Non-Executive Director

G

TAN SIN CHONG

Non-Independent Non-Executive Director

H

SHALIZA BINTI SABTU

Non-Independent Non-Executive Director

Ingenuity Solutions Berhad Annual Report 2011

03

DIRECTORS PROFILE

DATO FEROZ BIN A S MOIDUNNY

Chairman, Non-Independent Non-Executive Dato Feroz bin A S Moidunny, a Malaysian aged 44, was appointed as Non-Independent and Non-Executive Director of Ingenuity Solutions Berhad on 25 March 2011. Subsequently, he was re-designated as Chairman on 29 March 2011. He obtained his Bachelor Degree in Law with Honours from the Nottingham Trent University, United Kingdom. He completed his Bar examination at University Malaya in 1992. Dato Feroz was admitted to the Bar in 1993. Dato Feroz is the Managing Partner of Messrs. Feroz & Co. He has over 19 years of experience as a corporate lawyer. He also acts as business development adviser where he is highly regarded for his specialized expertise in providing solutions in complicated corporate and commercial issues. He presently sits as director in companies related to oil and gas sector, aviation, satellite services, manufacturing vehicles for army, hospitals and fire department, infrastructure and technology providers in commercial and educational sectors; television production, recording and entertainment industry and solid waste management. He also has vast experience in international agreements and has successfully assisted in listing companies onto the AIM London Stock Exchange. He has no family relationship with the other directors or substantial shareholders of the Company; and has not been convicted of any offences within the past 10 years other than traffic offences (if any) and do not have any conflict of interest with the Company.

AHMAD RUSLAN ZAHARI DATO DR. ZAKARIAChief Executive Officer Executive Director Member of Remuneration Committee

Aged 50, a Malaysian, was appointed to the Board on 14 January 2011 as an Independent and Non-Executive Director. On 17 March 2011, he was re-designated as Chairman. Subsequently, he was re-designated as Chief Executive Officer on 29 March 2011. He is also a member of the Remuneration Committee. He graduated in 1984 with Bachelor of Arts in Economic Studies (Accounting & Financial Analysis) from the University of Newcastle-upon-Tyne, England. He was trained as a Chartered Accountant by a firm in London after graduation, whereupon in 1986 he joined Merchants Business Growth Consulting, a pan European marketing consulting company, as its Group Financial Controller. In 1993, he left Europe and joined what is now CIMB Investment Bank Berhad in the Corporate Finance Department. In 1997, he assisted in the formation of Commerce Asset Ventures, the venture capital arm of CIMB Group. In 2000, he joined Clear Channel Communications, Inc., the leading global media organisation listed on the New York Stock Exchange as ASEAN Regional Director/Managing Director of the Malaysian operations. In 2005, he was appointed Chief Executive Officer of Terengganu Incorporated, a strategic investment holding company for the State. In 2008, he joined, as CEO, Armstrong Marine & Offshore Sdn. Bhd., the official representatives of Armstrong Corporation Holdings in Asia and the Pacific Rim, a company involved in offshore and shipping investments, oil trading, finance and project development. Since 2010, he is the CEO of Sungai Temau Mining (M) Sdn. Bhd., an iron ore mining company. Currently, he is an Independent Non-Executive Director of CWorks Systems Berhad, a company listed on the ACE Market of the Kuala Lumpur Stock Exchange. He is also a director of several private limited companies. He has no family relationship with other directors or substantial shareholders of the Company, and has not been convicted of any offences with the past 10 years other than traffic offences (if any) and do not have any conflict of interest with the Company.

04

Ingenuity Solutions Berhad Annual Report 2011

DIRECTORS PROFILE (CONTD)

WONG HUN LIANGExecutive Director Wong Hun Liang, a Malaysian aged 45, was appointed to the Board of Directors on 21 October 2003 and resumed the position of Chief Executive Officer of Ingenuity Solutions Berhad on 23 July 2010. Subsequently, he was re-designated as Executive Director on 29 March 2011. He obtained his Bachelor of Engineering Degree in Electronics and Computer Engineering from the Universiti Putra Malaysia in 1991. He has 21 years of experience in software engineering, ICT project management, consulting, development and training. Before joining Ingenuity Solutions Berhad, he was with NCR Malaysia and AC Nielsen, where he was leading a technical team in developing software solution for work process improvements, market research and CRM operations for the Asia-Pacific region. He was also appointed as the Software Quality Assurance Auditor for ISO 9001 for the company. His passion for software engineering and development led him to the Asia-Pacific Institute of Information Technolo