Genetec - Annual Report 2019
Genetec - Annual Report 2019
Genetec - Annual Report 2019
2019
Kawasan Perusahaan Bangi
43650 Bandar Baru Bangi
Selangor Darul Ehsan, Malaysia
Tel: 603 8926 6388 Fax: 603 8926 9689
www.genetec.net ANNUAL REPORT
02 CORPORATE INFORMATION
INSIDE THIS
03 CORPORATE STRUCTURE
ANNUA L REP ORT
04 FIVE YEARS GROUP
FINANCIAL HIGHLIGHTS
05 PROFILE OF DIRECTORS
FORM OF PROXY
02 GENETEC TECHNOLOGY BERHAD
CORPORATE INFORMATION
TEH KIM SENG (Chairman) Tricor Investor & Issuing House United Overseas Bank (Malaysia) Berhad
HEW VOON FOO Services Sdn Bhd HSBC Bank Malaysia Berhad
CHEN KHAI VOON OCBC Bank (Malaysia) Berhad
Office: CIMB Bank Berhad
Unit 32-01, Level 32, Tower A
NOMINATION COMMITTEE Vertical Business Suite
Avenue 3, Bangsar South STOCK EXCHANGE LISTING
HEW VOON FOO (Chairman) No. 8, Jalan Kerinchi
TEH KIM SENG 59200 Kuala Lumpur Bursa Malaysia Securities Berhad
CHEN KHAI VOON Wilayah Persekutuan (ACE Market)
Malaysia Listed on 7 November 2005
Tel : +603 2783 9299 Stock Name : GENETEC
REMUNERATION COMMITTEE Fax : +603 2783 9222 Stock Code : 0104
CORPORATE STRUCTURE
As at 28 June 2019
IP SYSTEMS, INC.
60% (Incorporated in United States of America)
04 GENETEC TECHNOLOGY BERHAD
PROFITABILITY RATIOS
GEARING RATIO
Net Debt to Capital and Reserves (Times) 0.46 0.14 0.15 0.06 0.04
VALUATION
Basic Earning/(Loss) per ordinary share (Sen) 12.67 12.53 (11.45) 10.17 13.82
13.82
145,871
12.67
12.53
4,457
4,406
129,003
3,661
10.17
101,028
97,160
70,346
2015 2016 2017 2018 2019 2015 2016 2017 2018 2019
(4,027)
PROFILE OF DIRECTORS
HEW VOON FOO Mr Hew was appointed to the Board of the Company on 6 February 2009. He is a
Independent Non-Executive Director Fellow Member of the Chartered Institute of Management Accountants (CIMA) and
Aged 58 / Male / Malaysian the Malaysian Institute of Accountants (MIA). He has extensive experience in
financial management gained over the years in an audit firm and as a financial
controller in a local manufacturing company. Other than the Company, he also sits
on the Board of EP Manufacturing Berhad, a company listed on Main Market of
Bursa Malaysia Securities Berhad.
CHIN KEM WENG Mr Chin was appointed as the Managing Director of the Company on 27 October
Executive Director / Managing Director 1997. He has a Diploma in Mechanical Engineering from the Institute Technology
Aged 49 / Male / Malaysian of Butterworth and specialises in the area of design. Upon graduation in 1991, he
joined Applied Magnetics Malaysia Sdn Bhd (Disc Drive Recording Heads Group)
(Applied Magnetics) as a Technical Specialist. He was involved mainly in the design
of mechanical tooling and maintenance of automation equipment. He then joined
Quantum Peripheral Indonesia (QPI) in Indonesia, as an expatriate engineer and
managed the automation project at the plant. Subsequently, he was seconded to
the QPI office in the USA for a year where he undertook research and
development work related to new technology. With his expertise and technical
know-how, he left QPI in 1997 to co-found the Company with Mr Chen Khai Voon.
Other than the Company, Mr Chin has no directorship in other public companies
and listed corporations.
SOW EWE LEE Mr Sow was appointed as the Chief Operating Officer of the Company since 1
Executive Director / Chief Operating Officer October 2009 and as an Executive Director of the Company on 1 October 2018.
Aged 49 / Male / Malaysian He is responsible for overseeing the overall operations of the Company. He holds
a Master of Science in Mechatronics from the University of De Montfort, Leicester,
United Kingdom. Upon his graduation in 1996, he joined Hitachi Semiconductor
(M) Sdn Bhd as a design engineer and was involved in designing circuit and
developing software. After one (1) year, he left to join QPI as an automation
engineer where he gained experience in the area of automation system design
and set-up. His forte lies in the area of Automation Control System and software
programming. In 1998, he left QPI to join the Company as the senior software
engineer. Other than the Company, Mr Sow has no directorship in other public
companies and listed corporations.
TAN MOON TEIK Mr Tan was appointed to the Board of the Company on 8 October 2010. He
Executive Director completed his Diploma in Electronic Engineering from Linton Institute of
Aged 48 / Male / Malaysian Technology in 1993. Upon graduation in 1993, he joined ABK Electronic Pte Ltd in
Singapore as a process technician. He left to join Alantac Engineering Pte Ltd,
Singapore two years later and was working as a Sales/Project Manager for 4 years.
In 2000, he started the business in fabrication capabilities of machine parts and
toolings for equipment and replications of systems and equipment until 2003 he
founded CLT Engineering Sdn Bhd, a subsidiary of the Company. He has extensive
experience in areas of fabrication and automation business covering electronic,
hard disk drive and other high-technology industries. Other than the Company, Mr
Tan has no directorship in other public companies and listed corporations.
06 GENETEC TECHNOLOGY BERHAD
PROFILE OF DIRECTORS
TEH KIM SENG Mr Teh was appointed to the Board of the Company on 26 January 2011. He holds
Independent Non-Executive Director a Bachelor of Laws from Leeds University, England and received a Master of Laws
Aged 52 / Male / Malaysian from Cambridge University, England in 1989. He has over 28 years of experience in
the legal, mergers and acquisition, corporate finance, venture capital and financial
services arenas. Mr Teh founded and manages Netrove Ventures Corp, a regional
boutique venture capital and corporate finance advisory group headquartered in
Hong Kong and with offices in Guangzhou and Kuala Lumpur. Residing in Hong
Kong, Mr Teh initially worked as an attorney in London and then in Hong Kong,
specialising in Corporate Finance and Mergers & Acquisitions. He served as the
Chief Operating Officer of a regional investment bank headquartered in Hong
Kong for a number of years before founding Netrove Ventures Corp in 1999. Mr
Teh is currently Chairman & CEO of Netrove Ventures Corp and Crowdplus Sdn
Bhd, an equity crowdfunding registered with the Securities Commission of
Malaysia. He sits on the boards of various privately and publicly owned enterprises
across Asia. Other than the Company, Mr Teh has no directorship in other public
companies and listed corporations in Malaysia.
CHEN KHAI VOON Mr Chen was appointed to the Board of the Company on 3 November 1998. He is
Non-Independent Non-Executive Director an entrepreneur and the founder of KVC Industrial Supplies Sdn Bhd Group, a
Aged 59 / Male / Malaysian leading industrial electrical distributor in Malaysia which he started in year 1989.
Other than the Company, Mr Chen also sits on the Board of Nadayu Properties
Berhad.
Notes:
(2) The details of attendance of each Director at Board meetings are set out in the Corporate Governance Overview Statement of this
Annual Report.
ANNUAL REPORT 2019 07
CHIN KEM WENG The profile of Mr Chin Kem Weng is listed in the Profile of Directors.
Managing Director
Aged 49 / Male / Malaysian
SOW EWE LEE The profile of Mr Sow Ewe Lee is listed in the Profile of Directors.
Chief Operating Officer
Aged 49 / Male / Malaysian
TAN MOON TEIK The profile of Mr Tan Moon Teik is listed in the Profile of Directors.
Managing Director of
CLT Engineering Sdn Bhd
Aged 48 / Male / Malaysian
TAN KON HOAN Mr Tan joined the Company as Finance Manager on 14 September 2004 and was
Financial Controller promoted as Financial Controller of the Company on 21 October 2009. He
Aged 48 / Male / Malaysian graduated with a Bachelor of Commerce majoring in Accounting in 1996 from
New Zealand. He is a member of The Chartered Accountants of Australia and New
Zealand (CAANZ). He is also a member of both The Association of International
Accountants, United Kingdom (AIA) and The Chartered Tax Institute of Malaysia
(CTIM). He is a certified member of The Financial Planning Association of Malaysia
(FPAM) and registered as a Certified Financial Planner (CFP).
Prior to joining the Company, Mr Tan has overall 11 years working experience in
property management and manufacturing industry. Currently, he is in-charge of
the Finance, Administration and Human Resource department.
GOH YIK YONG Mr Goh was appointed as Senior Vice President – Operations of the Company on
Senior Vice President - Operations 21 October 2009. He is responsible for overseeing the Engineering (Assembly),
Aged 53 / Male / Malaysian Procurement, Supplier Quality Engineering, Production and Quality Control. Mr
Goh graduated from French Singapore Institute with a Diploma in Electronics
Engineering. He has more than ten (10) years experience in the automated
machine vision application and software application. Upon graduation, he joined a
company in Singapore as an Application Engineer for five (5) years and was
responsible for developing the software for automation machine vision
application. In 1994, he joined Eyetron Sdn Bhd (Eyetron) as Senior Engineer and
was involved in the conceptual design of the machine vision application, and the
development of the software for the machine vision application. He left Eyetron in
1999 and joined the Company. In 2000, he joined VS Integration Sdn Bhd as a
Manager for two (2) years and rejoined the Company in 2003 as a Manager of the
software division in the Engineering Department.
Notes:
INTRODUCTION
Genetec Technology Berhad (‘Genetec’ or ‘the Group’) is a public company listed on the ACE Market of Bursa Malaysia
Securities Berhad since 2005 and is principally involved in the provision of high-quality, responsive and cost-effective design,
responsible for manufacturing automated industrial systems, equipment and value-added services to our global customers in
the Automotive, Hard Disk Drive (HDD), Electronics, Pharmaceutical, Semiconductor and Consumers industries.
The Group aspires to be a leading supplier of a customized full turnkey factory automation and stand-alone prototype
equipment for mass volume production use worldwide. We are a focused supplier of customized equipment that allows
our customers to increase the value and capability of their products. We set ourselves aggressive targets to support our
customers with well-integrated software and technical equipment to maintain and maximize their production processes.
Currently, Genetec’s business and operations consist primarily of two core sectors, namely Automotive and HDD. Our
Group currently has two (2) manufacturing operations in Selangor which are located at Bandar Baru Bangi and Subang Jaya
respectively.
For the year under review, 66% (2018: 46%) of our products were exported to overseas markets namely the People’s Republic
of China, the USA and other countries in Asia. Our Group recorded a revenue of RM97.2 million for the financial year ended
31 March 2019, representing a decrease of 3.8% from the preceding year’s revenue of RM101.0 million mainly due to lower
orders from the HDD sector.
2019 2018
THAILAND
THAILAND OTHERS
USA 7% OTHERS
USA 9% 2%
2% 2%
1%
BRAZIL
PHILIPPINES 15%
2%
CHINA
20%
CHINA
MALAYSIA 52%
34%
MALAYSIA
54%
ANNUAL REPORT 2019 09
Revenue derived from our key Automotive sector increased by 39.3% to RM53.5 million (2018: RM38.4 million), accounting
for 55% of the Group’s total revenue (2018: 38%). The revenue derived from our HDD sector decreased by 32.4% to RM40.6
million (2018: RM60.1 million), accounting for 42% of the group’s revenue as compared to 60% for the preceding year. The
decrease of 18% was mainly due to a lower global demand. The Electric Vehicle and Autonomous Driving from Automotive
sector continue to contribute stable revenue to the Group. The improvement in this sector was primarily due to the positive
contribution from the strategic transformation and diversification that the Group carried out in the past few years. We
believe that with our leading position in the development of factory automation solutions, we would be able to tap on the
burgeoning demand for Electric Vehicle and Autonomous Driving. The Group also continued to devote efforts to widen
the customer base of its Automotive business line by developing more in-depth relationships with our existing and target
customers. We have achieved satisfactory performance in recent years after our prolonged work of customer development.
The Group will continue to strengthen the existing customers’ confidence in the Group and balance the development of its
customers so as to maintain a steady and satisfactory growth.
Research and Development is always our long-term strategy to continuously maintain our market share in the Automotive
and HDD sectors. Ongoing tailor-made training and development programs to develop our talented and highly skilled
professionals had always been our top priority. This ensures continuity in our workforce and retains the required knowledge,
skills, and competencies of our staff force to meet the requirements from our customers.
Our gross profit margin has improved to 20% (2018: 18%) for the year ended 31 March 2019 mainly due to undertaking of
projects with higher margins as well as operational efficiency. The Group recorded a Profit Before Tax of RM4.2 million for the
current year under review as compared to a Profit Before Tax of RM5.9 million in the previous financial year. Apart from lower
revenue derived from HDD sector, the recognition of impairment loss on goodwill of RM5.0 million had also impacted the
performance of the current year.
Administrative Expenses
During the year under review, administrative expenses has decreased by 33% to RM7.2 million (2018: RM10.7 million) as
compared to the previous year. This is mainly due to the shares option payment of RM3.2 million arising from granting of
share options to eligible Directors and employees in previous financial year.
Finance Cost
Finance costs decreased RM0.1 million or 8% from RM1.2 million for the previous financial year to RM1.1 million in the
current year as the Group has reduced its bank borrowings which included bankers acceptances and revolving loans.
Property, plant and equipment decreased by RM0.9 million or 2.5% from RM36.3 million in previous year to RM35.4 million
in the current year. The decrease is mainly resulted from the depreciation charge of RM2.4 million during the financial year.
The RM1.5 million Other Investment (2018: RM6.3 million) comprises short-term investment in a Unit Trust Investment
Fund. It offers the Group the opportunity to achieve regular income stream and high level of liquidity to meet cash flow
requirements while maintaining capital preservation. The Group managed to maintain stable liquidity and is able to meet
its ongoing operation requirements. The Group’s cash and bank balances and Other Investment decreased by RM7.0 million
from RM22.5 million as at 31 March 2018 to RM15.5 million as at 31 March 2019. The decrease in cash and bank balances
and Other Investment was mainly due to the repayment of bank borrowings and payment of dividends in the current year.
The Group generally financed its operations and investing activities by internally generated financial resources and
borrowings from bank. The Group’s borrowings decreased by 19% from RM21.0 million at the end of the previous financial
year to RM17.0 million. The decrease was mainly due to repayment of bank borrowings amounted to RM4.0 million during
the financial year. Our term loans position on 31 March 2019 was RM10.0 million, down 9.1% from RM11.0 million at the end
of the previous financial year. Debt-to-equity ratio has reduced from 0.06 in 2018 to 0.04 in 2019.
10 GENETEC TECHNOLOGY BERHAD
SHARE PERFORMANCE
DIVIDEND
The Group declared a total dividend of 5 sen for the financial year ended 31 March 2019, which consist of a first interim
dividend of 2.5 sen per ordinary share and a second interim dividend of 2.5 sen per ordinary share. Total dividend amounted
to RM2.1 million.
RISK FACTORS
The Group is exposed to fluctuations in foreign exchange rates as most of the Group’s revenue is denominated in US dollars.
To mitigate the impact of the currency fluctuation towards our financial results, the Group hedges these exchange risks with
forward exchange contracts for receivables and payables denominated in foreign currencies.
Our continuing success depends on the retention and recruitment of skilled personnel, including technical, marketing and
management personnel. There can be no assurance that we will be able to successfully retain and recruit the key personnel
that we require for our operations.
We monitor the organisational health of the Group and have various programs and perks in place to retain key employees.
Ongoing survey and communication are carried out in understanding what our employees need and want so we could
realign on a timely basis. Employees’ Share Option Scheme is part of our incentive policy, both for the Directors as well as
for our employees. They are intended to attract and retain key talent to the Group.
FORWARD-LOOKING STATEMENT
We expect the macro-economic situation to remain challenging for the upcoming financial year 2020. In this environment,
we will continue to maintain our efforts on investments in technologies and enhancement of innovation capabilities that
support our strategy to further increase our operational efficiencies across all areas of our business. We also plan to increase
our investment in research and development of component assembly lines in respect of Electric Vehicle and Autonomous
Driving. The Group’s investment decision is made after comprehensive consideration of various factors such as the business
viabilities and potential returns of the projects, the legal and regulatory requirements and financial capabilities of the Group.
ANNUAL REPORT 2019 11
Each business sector will also be assessed continuously on its relative strength, market profitability and sustainable
development. Our strategy is to restore revenue growth in the existing business sectors as well as explore opportunities for
synergistic partnerships in other sectors. Maintaining a diversified investment portfolio is the Group’s long-term investment
strategy.
The Automotive and HDD businesses of the Group operate in a highly competitive industry, the Group faces competition
from global technology companies and rapid technological change. We anticipate the HDD industry to remain challenging
with the softening of the global demand. With a view to diversify and drive revenue growth, the Group has been adopting
a strategy of expanding from its focus on HDD sector to other high growth markets, strengthening its efforts in securing
sales orders from Automotive and other Non-HDD sectors so as to ease the pressure on decreasing sales of HDD sector.
Particular attention is given to the huge automotive industry in China and Europe. Currently, our Automotive customer base
is worldwide and notably China is experiencing steady growth in the Electric Vehicle and Autonomous Driving sector for the
past years. We foresee China’s Automotive industry will continue to grow and we look to obtain a larger share of the market.
This sector has maintained a steady growth momentum. As most of the cars manufactured in China are sold within China
and are rarely sold to the United States, it is unlikely that the Group’s business in the Automotive sector will be affected by
the United States-China trade dispute. In addition, backed by the customers’ recognition for our historical performance, the
Group remains optimistic towards the prospect and growth of the Automotive sector.
According to Moody’s Report (March 2019), global auto sales are to continue their decline during the first two quarters of
2019 before recovering in the second half, with China’s new policy guidance on promoting auto consumption, it is expected
to boost auto purchases. Moody’s has projected that global light vehicle sales will grow only 0.5 percent in 2019 and 0.8
percent in 2020.
We will seek growth and higher returns by sharpening our competitive edge, and will also implement more stringent
budgetary planning and manage our resources as effectively as possible. Our management team possesses the capability
to overcome difficulties. So far, Genetec has demonstrated a successful track record of taking on the challenges of market
downturns and emerging strongly each time. We are confident about repeating the same. Externally, we believe the demand
for Electric Vehicles and Autonomous Driving Components will remain strong as we are entering a high growth potential
period largely driven by the arrival of the data era, a world that is increasingly emphasised on smart factory system solutions
due to technological changes brought about by Artificial Intelligence (AI). AI is widely expected to experience fast growth
and will boost the Automotive industry. Internally, Genetec has prepared well for the market opportunities brought about by
the Industry 4.0. One of our visions is to transform Genetec into a worldwide provider of hardware and software solutions.
In addition, the Group will continue to strengthen its research and development as well as innovation capabilities. We strive
to continuously enhance the core competitiveness and achieve the long-term business growth of the Group. We expect the
Group’s performance for the financial year 2020 to be satisfactory.
12 GENETEC TECHNOLOGY BERHAD
SUSTAINABILITY STATEMENT
This sustainability statement covers the reporting period from 1 April 2018 to 31 March 2019 and is prepared in accordance
to the Economic, Environment and Social Reporting Guide in Paragraph 30, Appendix 9C of the ACE Market Listing
Requirements. This report highlights the environmental initiatives carried out by the Group, focusing on the factory operations
in Subang Jaya and Bandar Baru Bangi as well as elaborates on the economic and social impact brought by the Group.
STAKEHOLDER ENGAGEMENT
The Group strives to create long-term value for our stakeholders. The Group maintains ongoing dialogue and engage with
numerous key stakeholders, including shareholders, customers, employees, bankers, suppliers and regulators, to understand
their expectations and address their concerns. The Group collects feedback from stakeholders regularly through a range of
channels such as meetings, interviews, focus group discussions, surveys and feedback programmes.
ENVIRONMENT
The world is facing increasing challenges due to climate change and shortages in resources. As a responsible corporate
citizen, the Group, while actively developing the business, is also committed to promoting the development of the local
economy, the protection of the environment, and the well-being of its employees. The Group stringently complies with local
laws and regulations set by the Department of Environment (“DOE”) concerning environmental protection and pollution
control.
Waste Management
Waste is a by-product of our manufacturing process. The waste from our factories are generally classified into hazardous
waste and non-hazardous waste. All hazardous and non-hazardous wastes produced during production activities will be
collected, sorted and stored at a designated temporary storage area. Hazardous waste (e.g., disposed containers, bags
contaminated with chemicals, coolant, mineral oil, bubble pack, cloth and stretch film) are handled by licensed disposal
service provider permitted by the DOE. Non-hazardous waste (e.g., plastic and paper) will be recycled or reused if possible;
those that cannot be recycled will be disposed appropriately.
Use of Resources
Electricity is required for the operation of the Group’s factories, and water is mainly consumed in office and washrooms. At
the Group’s offices and factories, the indoor temperature and the running time of air conditioning system are controlled
to reduce energy consumption and carbon emissions. The Group currently consumes a normal level of energy and water
according to the size of its operation.
The management continuously monitors all business operations with the view to reduce any possible negative impact
on the environment or society. Such scrutiny extends to the supply chain management, with the Group placing emphasis
on product quality during the selection process. Suppliers are evaluated on a biannual basis by taking into account their
product quality, capability of on-time delivery and responsiveness. Those suppliers who fail to meet the requirements will
ultimately be disqualified.
ANNUAL REPORT 2019 13
SUSTAINABILITY STATEMENT
ECONOMIC
The Group is committed to providing innovative and high-quality products to its customers. With the Group’s extensive
experience in the manufacturing of automated industrial systems and equipment, as well as product quality assurance
in accordance with ISO 9001: 2015 Quality Management System, the quality and safety performance of its products are
guaranteed. The manufacturing process is in strict compliance with the quality requirement by following the quality control
procedures from product design, production to delivery. We have implemented Annual Customer Surveys to obtain feedback
from ordering process to delivery and product quality. During the reporting period, there was no product recall nor return
and no significant complaint in product quality from customers.
The Group supports the communities where we operate by working closely with local suppliers. We prioritise the
procurement of goods and services from local suppliers who meet our prescribed standards. By supporting the local
suppliers, we are able to create job opportunities to the local communities. The local suppliers’ capabilities in serving the
manufacturing industry supply chain will be strong and competitive which in turn enables the Group to consistently produce
high quality products.
SOCIAL
Employment
Employees are regarded as the most important and valuable assets and core competitive advantage of the Group. They
also remain as the main driving force behind the continuous innovation of the Group. The Group rewards and recognises
performing staff by providing a competitive remuneration package and implementing a sound performance appraisal system
with appropriate incentives. The Group strictly complies with relevant laws and regulations relating to employment, labour
relations, employees’ remuneration and welfare to protect the rights of employees.
The Group has been committed to protect employees’ health and safety. Sound management systems have been established
for occupational health and safety in compliance with respective regulations. Training sessions including emergency first-aid
are provided to the Emergency Response Team and Employee Safety & Health Committee. A fire drill is carried out at least
once a year within the Group. During the year ended 31 March 2019, the Group did not encounter any major occupational
accidents during operations.
The Group has been continuously creating various learning opportunities for the employees in order to enhance their
competence, job skills, knowledge and performance. We motivate and support our employees in terms of personal and
professional training through sponsorships or reimbursement of training costs. The Group also recognises that certain jobs
and functions may be enhanced by an employee’s joining membership to certain professional and technical associations. An
employee will be reimbursed for the annual subscription fee for professional memberships.
14 GENETEC TECHNOLOGY BERHAD
The Board of Directors (the “Board”) of Genetec Technology Berhad (“Genetec” or the “Company”) is committed to ensure
that the highest standards of corporate governance are observed throughout the Group so that the affairs of the Group are
conducted with integrity and professionalism with the objective of protecting and enhancing shareholders’ value and the
financial performance of the Group.
The Board is pleased to present this overview statement which sets out the overview manner in which the Group has applied
the Principles as set out in the Malaysian Code of Corporate Governance 2017 (“MCCG” or the “Code”) and the extent of
compliance with the Principles of MCCG advocated therein during the financial year ended 31 March 2019 in accordance
with Rule 15.25(1) of the ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).
The Company has disclosed the extent of the Company and its Group application of each practice as set out in the MCCG
to Bursa Securities in its Corporate Governance Report (“CG Report”) in accordance with Rule 15.25(2) of the AMLR of Bursa
Securities. The CG Report is available for download from the “Corporate Governance” section of the Company’s website at
www.genetec.net.
I. Board Responsibilities
The Board is charged collectively with leading and managing the Company in an effective and responsible manner.
The overall business and affairs of the Group are managed under the direction and oversight of the Board. The Board
has the responsibility to set the core values, adopt proper standards; and periodically review and approve the overall
strategies, business, organisation and significant policies of the Group to ensure that the Group operates with integrity
and complies with the relevant rules and regulations.
The Board assumes the following, amongst others, roles and responsibilities, in enhancing the Board’s effectiveness in
the pursuit of corporate objectives:
l Reviewing and adopting strategic plans for the Company which will enhance the future growth of the Company;
l Overseeing and evaluating the conduct of the Company’s business to ensure the business is properly managed;
l Ensuring the Group has appropriate risk management process/framework and adequate internal control systems
to identify, analyse, evaluate, manage and control significant financial and non-financial risk;
l Establishing policies for strengthening the financial and operational performance of the Group and ensuring
proper and effective execution of the policies;
l Formalising the Company’s strategies on promoting sustainability, focusing on environmental, social and
governance aspects;
l Reviewing the adequacy and the integrity of the Group’s internal control systems and management information
systems, including systems which include appropriately sound framework/systems of reporting for compliance
with applicable law, regulations, rules, directives and guidelines;
l Ensuring that there is in place an appropriate succession plan for members of the Board and senior management.
The Board has delegated and conferred some of its authority and powers to its committees, namely Audit Committee,
Nomination Committee, Remuneration Committee, Risk Management Committee and Employees’ Share Option
Scheme Committee (“Board Committees”) with clearly defined terms of reference to assist the Board in discharging
its responsibility. The Board Committees are entrusted with the responsibility to oversee specific aspects of the
Company’s affairs in accordance with their respective terms of reference as approved by the Board. Notwithstanding
the delegation of specific powers to the Board Committees, the Board remains full responsibility for the direction and
control of the Group to safeguard the interests of the shareholders and to enhance shareholders’ value.
ANNUAL REPORT 2019 15
The Chairman
The Board has elected a Chairman from amongst the members of the Board who is an Independent Director. The
Chairman provides leadership and guidance for the governance, orderly conduct and effectiveness of the Board.
Together with other Directors, he leads the Board in driving the focus on strategy, governance and compliance in
running and leading the discussion.
The Board structure ensures that no individual or group of individuals dominates the Board’s decision-making
process. The positions of Chairman of the Board and Managing Director are held by different individuals to ensure
accountability and division of responsibility. There is a clear differentiation of duties/responsibilities between the
Chairman and the Managing Director to ensure that there is a balance of control, power and authority. The respective
duties and responsibilities of the Chairman and Managing Director are set out in the Board Charter.
The Chairman is responsible for leading and ensuring the adequacy and effectiveness of the Board’s performance
and governance process, and effective and smooth interaction of the overall Board and individual Directors, both
within and outside the Boardroom as well as driving the discussion towards consensus and to achieve closure in
every discussion. The Managing Director with the assistance and support from the Executive Directors and Key Senior
Management implements the Group’s decision and policies as adopted by the Board, overseeing the operations as well
as developing, coordinating and implementing business and corporate strategies.
The Board is assisted by the company secretary who has the requisite credentials and is qualified to act as company
secretary under Section 235 of the Companies Act 2016 in fulfilling the fiduciary duties.
The company secretary plays an advisory role in supporting the Board and Board Committees on issues relating to
compliance with laws, rules, procedures and regulations affecting the Company, particularly Companies Act 2016,
AMLR of Bursa Securities, MCCG, Company’s Constitution and Board Charter.
The company secretary manages the logistics of all Board, Board Committees and general meetings. She ensures
minutes of all meetings are properly recorded and reflected the correct proceedings of the meetings, including
whether any Director abstained from voting or deliberating on a particular matter.
During the financial year under review, all Board and Board Committees meetings were properly convened, and
accurate and proper records of the proceedings and resolutions passed were taken and maintained in the statutory
records of the Company.
Overall, the Board is satisfied with the services and support rendered by the company secretary to the Board in the
discharge of her functions.
The Board members in their individual capacity have full and unrestricted access to the company secretary and senior
management for the relevant and timely information in the form and quality required pertaining to the Group’s
business affairs to assist in discharging of their duties and responsibilities. The Board members also have access to the
Internal and External Auditors of the Group, with or without the presence of senior management, to seek explanations
or additional information.
16 GENETEC TECHNOLOGY BERHAD
The Board has approved and adopted a formal procedure for all Directors, whether acting as a full Board or
Board Committee or in their individual capacity, to obtain independent professional advice, where necessary, at
the Company’s expenses. Prior to engaging an independent adviser, the director shall give notice in writing to the
Chairman of his intention to seek independent professional advice under this procedure. The Board has also approved
a prerequisite amount towards the cost of obtaining any independent professional advice by any director on case to
case basis.
2. Demarcation of Responsibilities
Board Charter
The Board has approved and adopted the Board Charter on 22 May 2013. The Board Charter serves as a source of
reference for Board members as well as primary induction literature providing Board members and the management
insight into the function of the Board. The Board Charter contains specific guidance to the Board members in respect
of their duties and responsibilities, and the various legislation and regulations governing their conduct with the
application of principles and practices of good corporate governance.
The Board Charter would be reviewed and updated periodically, when necessary, to ensure it remains relevant and
effective at the prevailing time and business environment. The last review of the Board Charter was performed and
approved by the Board on 28 February 2018.
The Company has adopted two distinct sets of Code of Conduct and Code of Ethics for its Directors and employees as
a guide in discharging their duties and responsibilities by demonstrating good judgment and honesty as well as loyalty
and ethics in the conduct of its business that are aligned with best practices and applicable laws, rules and regulations.
Both Code of Conduct and Code of Ethics are available at the Company’s website at www.genetec.net and will be
reviewed by the Board as and when the need arises.
Whistleblowing Policy
The Group has in place a Whistleblowing Policy designated to create a positive environment in which Directors,
employees and stakeholders can report or disclose in good faith genuine concerns about unethical behaviour,
malpractice, illegal act or failure to comply with regulatory requirements without fear of recrimination and to enable
prompt corrective actions and measures to be taken where appropriate, and necessary. The Whistleblowing Policy
has been incorporated in the Board Charter and available at the Company’s website at www.genetec.net and will be
reviewed by the Board as and when the need arises.
ANNUAL REPORT 2019 17
4. Board’s Objectivity
The Board composition complied with the AMLR of Bursa Securities which stipulates that at least two directors or one-
third of the Board, whichever is higher, are independent directors.
The Independent Non-Executive Directors provide a check and balance in the functioning of the Board and enhance
its effectiveness. They act independently of the management and are not involved in any other relationship within the
Group that may materially affect or interfere with the exercise of their independent judgement and decision-making
while assuring the interest of other parties are adequately protected as well as being accorded with due consideration.
The Executive Directors are complemented by the experience and independent views of the Independent Non-
Executive Directors who are professionals in the field of corporate finance, accounting and legal. The Board members
are from various professions with a wide range of skills, knowledge, business and financial experience that are essential
to effectively direct and supervise the Company’s business activities and ensure that the interests of all stakeholders are
adequately protected.
The Independent Non-Executive Directors and the Non-Independent Non-Executive Director form half of the Board
size, make a positive contribution and development of the Company’s strategy and policies through independent,
constructive and informed comments. Nevertheless, the Board through the Nomination Committee will continuously
evaluate suitable candidates for Independent Directors to form at least half of the Board to comply with Practice 4.1 of
the MCCG. However, the process should be exercised with due care and careful assessment has to be made based on
merits, skills, knowledge, appropriate experience and time commitment to ensure that the candidates would be able to
contribute to the effectiveness of the Board.
The Company does not have a formal policy which limits the tenure of its Independent Directors to nine (9) years.
As stated in the Board Charter, the tenure of Independent Director shall not exceed a cumulative term of nine (9)
years. However, the retention of Independent Directors after serving a cumulative of nine (9) years shall be subject to
shareholders’ approval annually in line with the recommendation of the MCCG.
The Board would ensure that the Nomination Committee undertakes an assessment of the independent directors
annually. Based on the assessment conducted by the Nomination Committee, the Board is of the opinion that the
independence of the existing Independent Directors remain unimpaired and continue to bring independent and
objective judgment to Board deliberations.
The Board believes that independence of a director cannot be determined solely based on the tenure of service as the
tenure of service does not interfere with their exercise of judgement and ability to act in the best interest of the Group.
18 GENETEC TECHNOLOGY BERHAD
As at the date of this Statement, the Nomination Committee and Board have duly assessed, determined and resolved
that the Independent Non-Executive Director of the Company namely Mr Hew Voon Foo, who has served on the
Board for more than nine (9) years, to remain as Independent Director based on the following justifications as well as
contributions from Mr Hew Voon Foo, as a member of the Board and also member of the Board Committees:
(a) He fulfilled the criteria under the definition of Independent Director as stated in the AMLR of Bursa Securities.
(b) He has familiarised himself with the business and provides the element of objectivity to the Board.
(c) He has actively participated in the Board and Board Committee meetings and possesses the appropriate
competencies to enable him to apply professional judgement.
(d) He has devoted sufficient time and efforts and exercised due care in all undertakings of the Company and has
acted and carried out his fiduciary duties in the interest of the Company during his tenure as Independent
Director.
Hence, the Board would table the ordinary resolution to the shareholders at the forthcoming Annual General Meeting
to retain Mr Hew Voon Foo as an Independent Non-Executive Director of the Company.
Re-election of Directors
The Nominating Committee also conducted an assessment of the Directors who are subject to retirement at the
forthcoming Annual General Meeting in accordance with the provisions of the Constitution (Articles of Association of
the Company as adopted before the commencement of the Companies Act 2016) of the Company and the relevant
provisions of the Companies Act 2016. The Constitution requires that one-third of the Directors to retire by rotation
and seek re-election at each Annual General Meeting and that each Director shall submit himself/herself or re-election
once every three years. Any Director newly appointed, shall hold office only until the next Annual General Meeting of
the Company and shall be eligible for re-election but shall not be taken into account in determining the Directors who
are to retire by rotation at the meeting. In this respect, 3 Directors will be retiring at the forthcoming Annual General
Meeting, namely Mr Tan Moon Teik, Mr Teh Kim Seng and Mr Sow Ewe Lee who was newly appointed to the Board.
They shall retire accordingly, and being eligible, offer themselves for re-election at the Company’s forthcoming Annual
General Meeting.
The Company recognises the benefits arising from employees and Board diversity and the Board does not practice
any form of gender, ethnicity and age group business as all candidates for either Board or senior management shall
be given fair and equal treatment. Any new appointments of Board or senior management shall be based on merits,
objective criteria and with regard for diversity in skills and experience.
The Company has in place Diversity Policy as set out in the Board Charter which provides a framework for the
Company to improve its gender diversity at the senior management and Board level. Any new appointments of Board
or senior management shall be based on merits, objective criteria and with regard for diversity in skills and experience.
The Board does not set any target for women representation at the senior management level and the Board of the
Company and will actively work towards having appropriate representation of women at the senior management level
and the Board of the Company.
ANNUAL REPORT 2019 19
Board Appointment
All appointments to the Board and its various Board Committees are assessed and considered by the Nomination
Committee. In making these recommendations, the Nomination Committee considers diversity generally when making
appropriate appointments to the Board, taking into account relevant skills, age, experience, knowledge, personality and
gender. While the Board strives to promote diversity, appointments of Directors are still premised on merit and their
knowledge and expertise, which must be relevant to the Company. Upon appointment to the Board, all new Directors
will undergo an induction programme to fully understand the operation of the Group and also the expectation.
Mr Sow Ewe Lee, the Chief Operating Officer of the Company, was recommended by the existing Board member to
the Nomination Committee for review. The Nomination Committee reviewed his profile, curriculum vitae and academic
qualifications; and also considered his background, skills, experiences and competencies for appointment as an
Executive Director.
The Board after taking into consideration of the Nomination Committee’s recommendation approved the appointment
of Mr Sow Ewe Lee to the Board.
Based on the above approach, the Nomination Committee concluded that other sources such as Directors’ registry or
open advertisement were not used to identify the appropriate candidate bearing in mind that the industry in which the
Company operates in, it is the best approach to recruit internally for a suitable and qualified candidate as an Executive
Director from the Company.
The NC of the Company comprises exclusively of Non-Executive Directors, a majority of whom are Independent
Directors. Its composition is as follows:-
The NC is entrusted by the Board to amongst others, assess the adequacy and appropriateness of the Board
composition, assess and recommend to the Board suitably qualified candidates for appointment to the Board and
Board Committees, Board diversity including gender, age and ethnicity, assess annually the performance of the Board
and Board Committees, Board’s succession planning and training programmes and other qualities of the Board
including core-competencies which independent directors should bring to the Board.
A summary of activities undertaken by the NC in discharging of its duties during the financial year under review:-
l Reviewed and assessed the effectiveness, composition and balance of the Board as a whole;
l Facilitated the self and peers’ assessment of each individual Director;
l Reviewed the required mix of skills, experience and other qualities of the Board;
l Reviewed and assessed the effectiveness of the Board Committees;
l Reviewed and assessed the term of office and performance of the Audit Committee and each of its members;
l Reviewed and assessed the independence status of the Independent Directors;
l Reviewed the succession planning for board chairman, directors and key management personnel;
l Reviewed and recommended the Directors who were due for re-election including deliberation on an
Independent Non-Executive Director whose tenure has exceeded 9 years and which would require his
continuance as an Independent Non-Executive Director to be voted at the forthcoming Annual General Meeting;
l Nominated and recommended to the Board, the appointment of Mr Sow Ewe Lee as an additional member of
the Board.
20 GENETEC TECHNOLOGY BERHAD
Annual Assessment of Effectiveness of the Board, Board Committees and Individual Directors
The Board recognises the importance of assessing the effectiveness of individual Directors, the Board as a whole and
its Board Committees. The NC is given the task to review and evaluate the individual Director’s performance and the
effectiveness of the Board and Board Committees on an annual basis.
The Board, through the NC, conducts an annual assessment on the performance of the Board as a whole, each
individual Directors and Board Committees established by the Board via an evaluation survey questionnaires in order to
enhance its effectiveness, strength and to identify areas for improvement. The NC assesses the individual director (via
self and peer assessment) based on the criteria calibre and personality, experience, integrity, competence that can be
committed by each of the said persons to effectively discharge his role as a director. The Board is assessed in the areas
of the composition, mix of skills, experience and core competencies, decision-making process, Boardroom activities
and; interaction and communication with the management and other stakeholders, as well as the effectiveness of
the Chairman. Board Committees are assessed in terms of accountabilities and responsibilities and the success of the
Committees in achieving its objectives. All the results are deliberated upon and reported to the Board accordingly.
Based on the assessment conducted by NC during the financial year under review, the Board is satisfied that the Board
and Board Committees have discharged their duties effectively.
Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively.
Attendance at Board and Board Committee meetings for the financial year ended 31 March 2019 is set out in the table
below:
The Board ordinarily schedules to meet on a quarterly basis. All Board and Board Committee meeting dates are
pre-scheduled at the end of the year for the following year in ensuring full and complete attendance and participation.
Additional meetings will be convened as and when necessary to discuss and consider urgent and important matters
that require the Board’s attention. Where appropriate, decisions may be taken by way of circular resolutions between
the scheduled meetings which are supported with all the relevant information and explanations required for an
informed decision to be made.
ANNUAL REPORT 2019 21
The Board has a formal schedule of matters specifically reserved for decision making such as establishment of new
business, annual strategic plan, approval of major capital expenditure, acquisition and disposal of business or appraisal
of business proposal and any other strategic issues that affect or may affect the Company’s business to ensure that the
direction and control of the Group is firmly in its hand. The Directors are aware and observe the requirement that they
do not participate in the deliberations on matters of which they have a material personal interest, and abstain from
voting in such matters.
The Directors are required to devote sufficient time to carry out their responsibilities. The Directors upon appointment,
and from time to time during their tenure, shall notify the Chairman and company secretary of the Company before
accepting any new directorships and the expected time to be spent on the new appointment. In compliance with the
AMLR of Bursa Securities, all of the Directors do not hold more than five (5) directorships of listed corporations at any
one time to ensure that the Directors devote sufficient time and effort in discharging their responsibilities.
Directors’ Training
All Directors are aware of their duty to attend appropriate continuous education programmes to enhance their
knowledge and skills and keep abreast of new developments in regulatory requirements and changing environment in
which the business operates that will aid them in the discharge of their duties.
All Directors have attended and completed the Mandatory Accreditation Programme (MAP) prescribed by Bursa
Securities. The Board has prescribed minimum training programmes to be attended by each Director in each financial
year whereby all the Directors have complied with the training requirement. The training attended by the Directors
included briefing, seminars and workshop during the financial year under review are as follows:-
n Sales and service tax outlook, income tax audit convergence with GST audit
n Case Study Workshop for Independent Directors – “Rethinking – Independent Directors: Board Best Practice”
n New Accounting Standard – MFRS 16, Leases
The Board is kept informed of any new amendments and updates issued by various regulatory authorities from time to
time through the company secretary via emails, meetings briefings and hard copy, whichever deemed appropriate and
applicable.
III. Remuneration
Remuneration Policy
The Company has in place Remuneration Policy for Directors and senior management with the aim to support the
Company’s key strategies and create a strong performance-orientated environment, and be able to attract, motivate
and retain Directors and senior management.
The remuneration package for the Executive Directors and senior management comprises of basic salaries, allowances
and performance-based incentives including bonus and other customary benefits as appropriate. The salary level for
Executive Directors and senior management takes into account the scope of duty and responsibilities, corporate and
individual performance and market conditions within the industry.
22 GENETEC TECHNOLOGY BERHAD
The Non-Executive Directors are paid fixed annual directors’ fees as members of the Board and these are approved by
the shareholders at the AGM. Additional fees will be established for lead role position such as a board chairman.
Determination of the remuneration packages for Non-Executive Directors is a matter of the Board as a whole. The
Director concerned had abstained from the deliberation and voting decisions in respect of his/her own remuneration
either at the Remuneration Committee or Board level as the case may be.
The Board, through the Remuneration Committee, is responsible for determining the remuneration of the Executive
Directors and senior management. The Remuneration Committee also reviews the fee and/or remuneration package of
the Directors on an annual basis before tabling their recommendation to the Board for further deliberation/ approval.
The Remuneration Policy for Directors and senior management is available on the Company’s website at
www.genetec.net.
The RC of the Company comprises exclusively of all Non-Executive Directors and a majority of whom are Independent
Directors. Its composition is as follows:-
The RC is entrusted to assist the Board in determining, developing and recommending an appropriate remuneration
policy and remuneration package for Directors and senior management so as to attract, retain and motivate the
Directors and senior management. The Board has authorised the NC to review annually the performance of the
Directors and the RC makes recommendations to the Board on specific adjustments in remuneration and/or reward
payments that reflect their respective contributions and responsibilities for the year.
ANNUAL REPORT 2019 23
Directors’ Remuneration
Pursuant to the AMLR of Bursa Securities and in line with Practice 7.1 of the MCCG, the remuneration received by
Directors of the Company, on a named basis, from the Company and Group for the financial year ended 31 March 2019
is disclosed as follows:
Benefits-
Fees Salaries Bonus in-kind Total
Group Company Group Company
RM RM RM RM RM RM RM
Executive Directors
Chin Kem Weng - - 851,300 290,000 28,000 1,169,300 1,169,300
Tan Moon Teik - - 479,150 35,000 60,000 574,150 -
Sow Ewe Lee - - 239,580 174,000 11,975 425,555 425,555
(Appointed on 1 October 2018)
Non-Executive Directors
Hew Voon Foo 96,000 96,000 - - - 96,000 96,000
Teh Kim Seng 72,000 72,000 - - - 72,000 72,000
Chen Khai Voon 72,000 72,000 - - - 72,000 72,000
Wong Wai Tzing 36,000 36,000 - - - 36,000 36,000
(Resigned on 1 October 2018)
Total 276,000 276,000 1,570,030 499,000 99,975 2,445,005 1,870,855
The RC and the Board are of the view that it is not to the Company’s advantage or best interest to disclose the senior
management personnel names and the various remuneration components in details considering the highly competitive
market for senior management personnel with the requisite knowledge, technical expertise and working experience in
the industry the Company operates. Accordingly, such disclosure of specific remuneration information may give rise to
recruitment and talent retention issues.
As an alternative, the RC and the Board believe that the disclosure of senior management’s remuneration that includes
the top five senior management, in the audited financial statements is adequate as it complies with the requirements
of Paragraph 17 of MFRS 124 “Related Party Disclosures”.
24 GENETEC TECHNOLOGY BERHAD
The AC is chaired by an Independent Director who is distinct from the Chairman of the Board. All members of the AC
are financially literate. The AC has full access to both the Internal and External Auditors, who, in turn, have access at all
times to the Chairman of the AC.
The policy on observation of a cooling-off period of at least 2 years for a former key audit partner prior to the
appointment as an AC member is incorporated in the Auditors Policy which has been approved and adopted by the
Board on 28 February 2018. Presently, none of the members of the AC is a former key audit partner.
The AC is relied upon by the Board to, amongst others, provide advice in the areas of financial reporting, external
audit, internal control environment and internal audit process, review of related party transactions as well as conflict of
interest situations. The AC also undertakes to provide oversight on the risk management framework of the Group. The
Board has overall responsibility for the quality and completeness of the financial statements of the Company and the
Group, both on a quarterly and full year basis, and has a duty to ensure that those financial statements are prepared
based on appropriate and consistently applied accounting policies, supported by reasonably prudent judgment and
estimates and in accordance with the applicable financial reporting standards.
The AC is also empowered by the Board to review any matters concerning the appointment and re-appointment,
resignation or dismissal of External Auditors and; review and evaluate factors relating to the independence of the
External Auditors. The AC, having assessed the External Auditors’ performance, will make its recommendation for
re-appointment of the External Auditors for shareholders’ consideration at the Annual General Meeting of the
Company.
The AC composition, meeting details and summary of activities of the AC in the discharge of its functions and duties
for the financial year ended 31 March 2019 are set out separately in the Audit Committee Report in this Annual Report.
The Board acknowledges its overall responsibility for continuous maintenance of a sound system of internal control as
well as implementing a suitable Risk Management Framework to safeguard shareholders’ investment and the Group’s
assets. While every effort is made to manage the significant risks, by its nature, the system can only provide reasonable
but not absolute assurance against material misstatement or loss.
Risk management is an integral part of the Group’s business operations and ongoing reviews are carried out by the
Board, with the assistance of the Risk Management Committee and Internal Auditors, to safeguard the Group’s assets.
It is the responsibility of the Board to maintain sound systems of internal controls to safeguard shareholders’
investment. As the systems of internal controls are designed to mitigate rather than eliminate the likelihood of errors
or fraud, these systems can only provide reasonable assurance against material misstatement or loss.
The AC is entrusted by the Board to ensure the effectiveness of the Group’s internal control systems. The internal
audit function is outsourced to an independent professional service firm to carry out reviews on the Group’s overall
corporate governance and internal control processes.
The internal audit function is guided by Internal Audit Charter which was approved by the AC. Audit engagement is
focused on areas of priority according to the risk assessment and in accordance with the audit plans approved by the
AC.
ANNUAL REPORT 2019 25
The Internal Auditors adopt a risk-based approach towards the planning and conduct of the audits, which are
consistent with the Group’s framework in designing, implementing and monitoring internal control systems. The
internal audit reports are tabled for the AC’s review and comments, and the audit findings will then be communicated
to the Board.
The AC is also empowered by the Board to review any matters concerning the appointment and re-appointment,
resignation or dismissal of Internal Auditors and review and evaluate factors relating to the independence of the
Internal Auditors.
The Statement on Risk Management and Internal Control is set out in this Annual Report proving an overview of the
state of the risk management and internal controls within the Group.
The Group recognises the importance of accountability to its stakeholders and thus, has maintained an active
communication policy to ensure that all stakeholders are kept informed of significant developments in accordance with
the AMLR of Bursa Securities. To ensure stakeholders are well informed, information is disseminated through various
disclosures and announcements to Bursa Securities. Annual reports, quarterly financial results, announcements to Bursa
Securities, analyst reports, media releases and circular to shareholders are some of the modes of dissemination of
information.
The Board is committed to timely and factual disclosure to the public regarding the business, operations and financial
performance of the Company, consistent with legal and regulatory requirements, to enable orderly behaviour in the
market. The Board has adopted a Corporate Disclosure Policy which applies to all Directors, officers and employees
aiming at effectively handling and disseminating the corporate information timely and accurately to its shareholders,
stakeholders and the public in general as required by Bursa Securities. The Corporate Disclosure Policy is available for
reference at the Company’s website.
The Company has also adopted the Shareholders’ Communication Policy to promote effective communication with
shareholders. The shareholders are provided with ready, equal and timely access to balanced and understandable
information about the Company in order to enable them to exercise their rights as shareholders in an informed
manner and to allow shareholders and other stakeholders to actively engage with the Company. The Shareholders’
Communication Policy is available for reference at the Company’s website.
The Annual Report is the main channel of communication between the Company and its stakeholders. The Annual
Report communicates comprehensive information about the financial results and activities undertaken by the
Company.
The Company also maintains an interactive and dedicated link on its website at www.genetec.net through which
shareholders, as well as members of the public, are invited to access for the latest information of the Group.
26 GENETEC TECHNOLOGY BERHAD
General meetings are important avenues for shareholders to exercise their ownership rights and to access and engage
in dialogue with the Board and management. The Company’s Annual General Meeting remains as the principal
forum for dialogue with shareholders who are encouraged to attend and participate in the proceedings. Adequate
time is given during the Annual General Meeting to encourage and allow the shareholders to seek clarification or
ask questions on pertinent and relevant matters. External Auditors are also present to provide their professional and
independent view on issues and concerns raised by the shareholders.
Five Directors were present in person to engage directly with shareholders during the last Annual General Meeting.
All Directors will commit to attending the general meetings and Chairman of the Board Committees will provide a
meaningful response to questions addressed to them.
The Board has not adopted electronic voting as the number of shareholders turning up for the Annual General
Meeting was relatively small and the voting for resolutions was expediently carried out by traditional balloting,
supervised by an independent scrutineer.
Pursuant to Rule 8.31A(1) of the AMLR of Bursa Securities, all resolutions considered at general meetings will be put to
vote by way of poll and the voting results will be released to Bursa Securities on the same day.
In line with the good corporate governance practice, the notice of last Annual General Meeting was despatched to
shareholders at least 28 days before the Annual General Meeting to allow the shareholders to make the necessary
attendance and voting arrangement. Where applicable, the Board will ensure that each item of special business that
is included in the notice of meetings is accompanied by a full written explanation of that resolution and its effects to
facilitate its understanding and evaluation.
COMPLIANCE STATEMENT
The Board is satisfied that to the best of its knowledge, the Company is substantially in compliance with the principles and
practices set out in the MCCG as well as the relevant AMLR for the financial year ended 31 March 2019. Any practices in the
MCCG which have not been implemented during the financial year will be reviewed by the Board and implemented where
possible and relevant to the Group’s business.
This Statement was presented and approved by the Board on 10 July 2019.
ANNUAL REPORT 2019 27
Introduction
The Board of Directors of Genetec Technology Berhad (“the Board”) is committed in maintaining a sound risk management
framework and internal control system throughout the Group and is pleased to provide the following statement which
outlines the nature and scope of risk management and internal control of the Group during the year under review.
This Internal Control Statement is made in accordance with Principle B of the Malaysian Code on Corporate Governance
2017 and paragraph 15.26 (b) of the Bursa Malaysia Securities Berhad Listing Requirements, which requires Malaysian public
listed companies to make a statement about their state of internal control, as a Group, in their Annual Report.
Board Responsibility
The Board acknowledges its overall responsibility in establishing a sound risk management framework and internal control
system as well as reviewing its adequacy and effectiveness. In addition, the Board also affirms its overall responsibility to
identify principal risks, ensure the implementation of an appropriate control environment and framework to manage risks,
and evaluate the operational effectiveness and efficiency of the Group. In view of the limitations that are inherent in any
system of internal control, this system is designed to manage, rather than eliminate the risk of failure to achieve business
goals and objectives. It can therefore only provide reasonable, rather than absolute assurance against material misstatement,
fraud or loss.
The Board believes firmly that risk management is essential for continued profitability and to safeguard shareholders’
investment. Accordingly, the Group has established a system of risk management framework and internal control comprising
clear accountabilities, company procedures/policies, budgeting and evaluation process and has reviewed the adequacy and
effectiveness of the risk management framework.
The Group refers to ISO 31000 Risk Management Standard as a guideline for identifying, evaluating, managing and
monitoring significant risks by the Group in order to align its risk management processes with the ever-changing business
environment.
The Risk Management Committee (“RMC”) which comprises the Chief Operating Officer and Departmental Managers/Heads
has been entrusted by the Board to appraise and evaluate the effectiveness of the overall risk management and internal
control system and report to the Audit Committee on weaknesses and significant risks which will affect the operations,
industrial relations, financial position and compliance status of the Group.
Major incidents, if any, are reported to the Risk Management Committee/Board to facilitate their review of the effectiveness
of crisis management and the adequacy of mitigating measures taken by the Group to address the underlying risks.
Divisions evaluate the risks under their purview, which are subsequently consolidated and prioritised for review by the Risk
Management Committee. In addition to reviewing the top risks, the Risk Management Committee maintains oversight of
second-tier risks to ensure overall adequacy and effectiveness of risk mitigation plans and controls. Incidents that took place
in the industry are also reviewed and learning points are applied to strengthen the Group’s crisis management processes.
Based on the framework, the RMC has carried out the following:
l establish the strategic context of risk in relation to the Group’s risk appetite, i.e. how risks are perceived and the levels
at which they are acceptable or otherwise;
l identify risks in relation to the objectives of every business function of the Group’s operating companies;
l identify emerging risks faced by the Group in the operating environment;
l assess the likelihood and impact of such risks identified;
l evaluate the severity of the risks and their treatment options to set priority of management’s attention and devise
appropriate actions; and
l The Risk Management Committee met twice during the financial year to review the adequacy and effectiveness of the
risk management measures.
28 GENETEC TECHNOLOGY BERHAD
The Group adopts control objectives and procedures from the ISO 9001 for its day-to-day operational processes and
implements standard operating policies to mitigate business risks and negative outcome. The Board meets on a quarterly
basis to discuss matters brought to its attention as well as to carry out the review of any potential risks. Strategic risks
pertaining to the Group’s business are overseen directly by the Board through Audit Committee.
INTERNAL AUDIT
The Board recognises that effective monitoring on a continuous basis is vital for a sound internal control system. In this
respect, the Board through the Audit Committee is responsible for the review of the reports on internal control from its
internal audit function.
The internal audit function of the Group has been outsourced to an independent professional firm (“Internal Auditor”)
which supports the Audit Committee, and by extension, the Board, by providing independent assurance on the effectiveness
of the Group’s system of internal control.
In particular, the Internal Auditor appraises and contributes towards improving the Group’s risk management and control
systems and reports to the Audit Committee on a quarterly basis. In assessing the adequacy and effectiveness of the system
of internal control and financial control procedures of the Group, the Audit Committee reports to the Board on its activities,
significant audit results or findings and the necessary recommendations or actions needed to be taken by management to
rectify those issues.
The internal audit work plan, which reflects the risk profile of the Group’s major business operations is reviewed and
approved by the Audit Committee. The scope of Internal Auditor’s function covered the audit and review of governance, risk
assessment, compliance, operational and financial controls across all business units.
The Group’s key internal control processes are based on the principles of COSO (Committee of Sponsoring Organisations of
the Treadway Commission) Guidance on Internal Controls – Integrated Framework as follows:
Control Environment
l The Group has established a clear vision, mission, corporate philosophy and strategic direction that serve as the road
map to the Group’s direction and are communicated to employees at all levels.
l The Board is supported by various established committees in discharging its responsibilities that include the Audit
Committee, Nomination Committee and Remuneration Committee.
l A defined organisational and reporting structure has been established at all levels within the Group and is aligned to
business and operational requirements.
l The Group values ethical conduct, quality, timely delivery and customer satisfaction as project quality and deliverables
have a direct impact on the Group’s bottom line.
Control Activities
l The ISO procedures and Group’s standard operating policies and procedures reflect current practices of the business
processes and key functions. Internal control measures and practices have been incorporated into these procedures to
enhance controls and monitoring of day-to-day operations. Where relevant, they are periodically reviewed and revised
to reflect current practices and relevancy.
l The Group has cascaded down these documented procedures to its employees for implementation. Compliance in
their day-to-day operations is monitored by the respective departmental managers to ensure quality of work and
products.
l Internal audit and ISO audit are carried out periodically to ensure that the Group’s policies and procedures are in place
and appropriate actions are being taken on highlighted internal control weaknesses to improve operational efficiencies
and consistency of quality of products and work standards.
ANNUAL REPORT 2019 29
l The Group implemented enterprise resource planning system to provide informative and relevant reports, thus
assisting in the decision-making process.
l Timely and comprehensive flow of information and reports are submitted to the Board and Management on all aspects
of the Group’s operations to facilitate the monitoring of performance against strategic plans.
l Management meetings are convened at Group and subsidiaries levels to share information, discuss financial and
business development, progress and performance monitoring as well as to decide upon operational matters. The
proceedings of these meetings are documented in the minutes for further action and reference.
Monitoring
l Management constantly monitors the gaps and issues highlighted through the conduct of follow-up audits to improve
on current processes and internal controls.
l Quarterly reviews on financial results are conducted to highlight any instances of significant variances that arose during
the year which may require immediate management action.
l Internal audit reports were discussed with Management and tabled to the Audit Committee for their consideration and
further action. Follow-up status reports were also dealt with in similar manner.
ADEQUACY AND EFFECTIVENESS OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The Board has received formal assurance from the Chief Operating Officer and Financial Controller that the Group’s risk
management and internal control system is operating adequately and effectively, in all material aspects, based on the risk
management and internal control system of the Group.
CONCLUSION
The Board confirmed that ongoing process of identifying, evaluating and managing the Group’s risks exists and has operated
throughout the year covered in this Annual Report and up to the date of its approval. Based on the reviews of the Group’s
risk management framework and internal control system, policies and practices performed by the Risk Management
Committee and the Management of the Group, the Board is of the view that the Group’s risk management and internal
control system which the Group considers relevant and material to its operations, was adequate and effective for the current
year under review. The Board has found no significant evidence to suggest that the Group’s business risks are not being
satisfactorily managed.
30 GENETEC TECHNOLOGY BERHAD
The external auditors have reviewed this Statement on Risk Management and Internal Control pursuant to the scope set out
in Audit and Assurance Practice Guide (“AAPG”) 3, Guidance for Auditors on Engagements to Report on the Statement on Risk
Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants (“MIA”) for
inclusion in the annual report of the Group for the year ended 31 March 2019, and reported to the Board that nothing has
come to their attention that causes them to believe that the statement intended to be included in the annual report of the
Group, in all material respects:
(a) has not been prepared in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk
Management and Internal Control: Guidelines for Directors of Listed Issuers, or
AAPG 3 does not require the external auditors to consider whether the Directors’ Statement on Risk Management and
Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk
management and internal control system including the assessment and opinion by the Board of Directors and management
thereon. The auditors are also not required to consider whether the processes described to deal with material internal
control aspects of any significant problems disclosed in the annual report will, in fact, remedy the problems.
This statement was made in accordance with a resolution of the Board dated 10 July 2019.
ANNUAL REPORT 2019 31
COMPOSITION
The present members of the Audit Committee (the “Committee”) are as follows:
Chairman
Members
The Board must appoint the members of the Committee from amongst its Directors which fulfils the following requirements:-
(a) the Committee must be composed of not fewer than three (3) members;
(b) all the Committee members must be non-executive directors, with a majority of them being independent directors;
(ii) if he/she is not a member of MIA, he/she must have at least three (3) years’ of working experience and:-
(a) he/she must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act,
1967; or
(b) he/she must be a member of one (1) of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act, 1967; or
(iii) fulfil such other requirements as may from time to time be prescribed or approved by the Bursa Malaysia
Securities Berhad (“Bursa Securities”).
Meetings
During the financial year ended 31 March 2019, a total of five (5) meetings were held and the attendance of each of
Committee member at the Committee meetings was as follows:-
Attendance during
Committee Member tenure in office
The Internal Auditors attended four (4) of the meetings held during the financial year. Other senior management personnel
and the External Auditors also attended these meetings upon invitation by the Committee.
32 GENETEC TECHNOLOGY BERHAD
Meetings (continued)
The Committee met at pre-scheduled times, with due notices of meetings issued, and with agendas planned and itemised
so that matters were deliberated and discussed in a detailed manner. The minutes of each Committee meeting held was
distributed to each Board member at subsequent Board meeting. At each Board meeting, the Committee Chairman briefs the
Board pertaining to matters deliberated at the Committee meeting held earlier.
TERMS OF REFERENCE
The full Terms of Reference of the Committee is available at the Company’s website at www.genetec.net.
The Board, through the Nomination Committee, reviews the term of office and performance of the Committee and each of
its members annually to determine whether the Committee and its members have carried out their duties in accordance
with their terms of reference. The Nomination Committee is satisfied that the Committee and its members discharged
their functions, duties and responsibilities in accordance with the Committee’s Terms of Reference, supporting the Board in
ensuring the Group upholds appropriate corporate governance standards.
During the financial year, the Committee had carried out the following activities to meet their duties and responsibilities as
set out in the Terms of Reference:
Financial Reporting
(i) Reviewed the unaudited quarterly financial results of the Group including the announcements pertaining thereto
presented by the management before recommending to the Board for their consideration and approval.
(ii) Reviewed the consolidated audited financial statements of the Company and the Group which were drawn up in
accordance with the applicable Malaysian Financial Reporting Standards and International Financial Reporting
Standards and the requirements of Companies Act 2016 for recommendation to the Board for approval.
External Audit
(i) Reviewed and approved the audit plan for the Company and the Group for the financial year ended 31 March 2019
covering the engagement team, materiality, audit scope, audit methodology and timing of audit, audit focus area,
significant accounting policies/disclosures, false and misleading financial statements, directors’ responsibilities,
auditors’ responsibilities and auditors’ independence.
(ii) Reviewed the external auditors’ status of the audit for the financial year ended 31 March 2018.
(iii) Undertook annual assessment of the performance and independence of the External Auditors via an evaluation survey
questionnaires based on competency, efficiency and transparency as demonstrated by the External Auditors during
their audit. The Group’s External Auditors also confirmed their independence and the Committee having been satisfied
with their independence, stability and performance of Messrs. KPMG PLT made recommendations to the Board on the
re-appointment of External Auditors.
(iv) Reviewed the audit fees of the External Auditors for the ensuring year prior to the Board for approval.
(v) Reviewed the non-audit services rendered by the External Auditors to the Group for the financial year under review
prior to engagement. The External Auditors also reported to the Committee their policies and measures taken to
ensure independence and objectivity is maintained.
ANNUAL REPORT 2019 33
(vi) Met with the External Auditors twice without the presence of Executive Directors and management team of the
Company to discuss any issues of concern to the External Auditors arising from the annual audit. There was no major
issue raised during the meeting.
Internal Audit
(i) Reviewed and considered the appointment of outsourced Internal Auditors for recommendation to the Board for
approval.
(ii) Reviewed and discussed the internal audit reports which consist of the findings, recommendations and the
management responses to ensure that all key risks will be addressed and adequate controls put in place on a timely
basis.
(iii) Reviewed Internal Auditors’ follow up reports on outstanding audit issues to monitor the effectiveness of corrective
actions taken by the management.
(iv) Reviewed the effectiveness of the internal control and governance processes within the Group.
(v) Assessed the Internal Auditors’ effectiveness to ensure consistency with the approved plans and the relevant
professional standards and reviewed the proficiency, resources and independence of the Internal Auditors.
(i) Reviewed the recurrent related party transactions (“RRPT”) entered into by the Group on a quarterly basis.
(ii) Reviewed any related party transactions and conflict of interest situations that may arise within the Company and the
Group.
(iii) Reviewed the draft Circular to Shareholders with regard to the proposed renewal of shareholders’ mandate for
existing recurrent related party transactions of a revenue or trading nature of the Group including the adequacy and
appropriateness of the procedures for RRPT and the Audit Committee Statement stated therein.
Other matters
(i) Reviewed and recommended the Statement on Risk Management and Internal Control; and Audit Committee Report
for inclusion in the Company’s Annual Report for Board approval.
The Group’s internal audit functions are outsourced to, CGRM Infocomm Sdn Bhd, an independent professional firm, who
reports directly to the Committee and assists the Board of Directors in monitoring and managing risks and internal controls.
CGRM Infocomm Sdn Bhd is totally independent and maintains its objectivity during the conduct of audits as it is not
involved in day-to-day operations of the Group. The director-in-charge is a Certified Internal Auditor and professional
member of the Institute of Internal Auditors with many years of internal audit experience.
The Internal Audit Charter sets out the terms of reference, role, organisation status, responsibility and authority of internal
audit function within the Group. The scope of the internal audit covers the audits on risk management, internal control,
governance and compliance activities of the Group. The reviews were carried out with reference to the International
Standards for the Professional Practice of Internal Auditing issued by The Institute of Internal Auditors.
34 GENETEC TECHNOLOGY BERHAD
The approach adopted by the Group is of a risk-based approach to assess and review the implementation and monitoring of
controls of the Group. The audit encompasses the following activities:
l Review and assess the risk management and governance structure of the Group.
l Review and appraise the soundness, adequacy and application of accounting, financial and other key controls
promoting effective control in the Group.
l Ascertain the level of compliance with the Group policy and procedures.
l Recommend improvements to the existing system of risk management, internal control and governance.
During the financial year, the Internal Auditors undertook the following activities:
(a) completed 5 reviews as per the approved risk-based internal audit plan is as follows:
Genetec Technology Berhad l Recurrent Related Party Transactions; and Safety, Health And Environment
Management (Factory)
l Human Resource Management
l Machineries Maintenance, Facilities Maintenance, and Occupational Safety and
Health
(b) discussed with auditees, process owners and management on the observations and recommended action plans to
mitigate the identified risk or control improvements required following each audit review;
(c) prepared internal audit reports and presented them to the Committee on the internal audit observations and issues
identified, together with recommendations and management’s agreed action plans for improvements to address the
observations/issues;
(d) followed up and reported to the Committee on the status of implementation of all the management agreed action
plans from the previous internal audit reports to ensure that all matters arising are adequately addressed by
the management.
(e) prepared a progress report summarising the internal audit reviews completed and reports presented to the Committee
during the financial year.
The costs of the internal audit function paid to CGRM Infocomm Sdn Bhd for the financial year ended 31 March 2019 was
RM56,956.55(2018: RM43,860.15).
ANNUAL REPORT 2019 35
FINANCIAL
STATEM ENTS
36 DIRECTORS’ REPORT
41 STATEMENTS OF FINANCIAL
POSITION
44 CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
46 STATEMENT OF CHANGES
IN EQUITY
DIRECTORS’ REPORT
For the Year Ended 31 March 2019
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended 31 March 2019.
Principal activities
The Company is principally engaged in investment holding, designing and building of customised factory automation
equipment and integrated vision inspection systems from conceptual design, development of prototype to mass replication
of equipment, whilst the principal activities of the subsidiaries are as stated in Note 5 to the financial statements. There has
been no significant change in the nature of these activities during the financial year.
Subsidiaries
The details of the Company’s subsidiaries are disclosed in Note 5 to the financial statements.
Results
Group Company
RM RM
There were no material transfers to or from reserves and provisions during the financial year under review except as
disclosed in the financial statements.
Dividends
Since the end of the previous financial year, the amount of dividends paid by the Company were as follows:
i) In respect of financial year ended 31 March 2019, a first interim dividend of RM0.025 per ordinary share amounting to
RM1,006,447 was paid on 28 September 2018.
ii) In respect of financial year ended 31 March 2019, a second interim dividend of RM0.025 per ordinary share amounting
to RM1,053,460 was approved by the Board of Directors on 26 February 2019 and was paid on 1 April 2019.
There is no final dividend recommended by the Directors in respect of the financial year ended 31 March 2019.
ANNUAL REPORT 2019 37
DIRECTORS’ REPORT
For the Year Ended 31 March 2019
Directors who served during the financial year and up to the date of this report are:
The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than wholly-
owned subsidiaries) of those who were Directors at financial year end (including the interests of the spouses or children of
the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are
as follows:
DIRECTORS’ REPORT
For the Year Ended 31 March 2019
^ Deemed interest through shares held in KVC Corporation Sdn. Bhd., by virtue of Section 8(4) of the Companies Act 2016.
By virtue of their interests in the shares of the Company, the Directors are also deemed interested in the shares of the
subsidiaries during the financial year to the extent that Genetec Technology Berhad has an interest.
Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any
benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by Directors
as shown in the financial statements or the fixed salary of a full time employee of the Company or of related corporations)
by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director
is a member, or with a company in which the Director has a substantial financial interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the
Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body
corporate, apart from the Employees’ Share Option Scheme (“ESOS”).
a) 2,832,500 new ordinary shares for cash pursuant to the exercise of employees’ share options at a weighted average
exercise price of RM1.01 per ordinary share.
There were no other changes in the issued and paid up of the Company during the financial year.
DIRECTORS’ REPORT
For the Year Ended 31 March 2019
No options were granted to any person to take up unissued shares of the Company during the financial year, apart from the
issue of options pursuant to the ESOS.
At an extraordinary general meeting held on 5 August 2010, the Company’s shareholders approved the establishment of an
ESOS of not more than 15% of the issued share capital of the Company at any point in time during the tenure of the ESOS,
to eligible Directors and employees of the Group. On 19 August 2015, the Board of Directors of the Company had given its
approval to extend the existing ESOS which was expiring on 29 September 2015 (“Expiry Date”) for a further five (5) years
from the Expiry Date.
i) Eligible employees are those who must be at least eighteen (18) years of age, employed on a full time basis by any
company in the Group and must have been confirmed in service on the date of offer.
ii) The option is personal to the grantee and is non-assignable and non-transferable.
iii) The option price shall be determined based on the weighted average market price of the Company’s ordinary shares
for the five (5) market days preceding the date of offer with a discount of not more than ten percent (10%).
iv) The ESOS shall be in force for a period of five (5) years from the date of implementation of the Proposed New
ESOS. However, an extension to the scheme may be effected by the Company upon recommendation of the Option
Committee, subject to an aggregate duration of ten (10) years from the date of commencement.
The options offered to take up unissued ordinary shares and the exercise prices are as follows:
Exercise At At
Date of offer price 1.4.2018 Granted Exercised Forfeited 31.3.2019
During the financial year, there was no indemnity given to or insurance effected for Directors and officers of the Group and
of the Company.
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to
ascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an
amount which they might be expected so to realise.
40 GENETEC TECHNOLOGY BERHAD
DIRECTORS’ REPORT
For the Year Ended 31 March 2019
At the date of this report, the Directors are not aware of any circumstances:
i) that would render the amount written off for bad debts or the amount of the provision for doubtful debts in the Group
and in the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the 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, or
iv) not otherwise dealt with in this report or the financial statements that would render any amount stated in the financial
statements of the Group and of the Company misleading.
i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which
secures the liabilities of any other person, or
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will
or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended
31 March 2019 have not been substantially affected by any item, transaction or event of a material and unusual nature nor
has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this
report.
Auditors
The auditors, KPMG PLT, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
Assets
Property, plant and equipment 3 35,354,671 36,285,300 16,130,853 15,823,477
Goodwill 4 10,559,876 15,559,876 - -
Investments in subsidiaries 5 - - 28,546,809 29,746,809
Deferred tax assets 14 2,127,393 - 2,127,393 -
Total non-current assets 48,041,940 51,845,176 46,805,055 45,570,286
Equity
Share capital 63,016,265 58,441,778 63,016,265 58,441,778
Reserves 12,437,741 10,861,961 16,204,343 10,515,220
Equity attributable to owners of the Company 11 75,454,006 69,303,739 79,220,608 68,956,998
Non-controlling interests 7,904,134 8,152,652 - -
Total equity 83,358,140 77,456,391 79,220,608 68,956,998
Liabilities
Loans and borrowings 12 9,812,107 11,266,854 3,212,175 4,089,416
Deferred tax liabilities 14 1,366,032 1,044,238 - -
Total non-current liabilities 11,178,139 12,311,092 3,212,175 4,089,416
The notes on pages 50 to 119 are an integral part of these financial statements.
42 GENETEC TECHNOLOGY BERHAD
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
Discontinued operation
Loss from discontinued operations 19 - (661,705) - -
Profit for the year 20 5,990,601 5,116,959 9,462,693 2,706,376
The notes on pages 50 to 119 are an integral part of these financial statements.
ANNUAL REPORT 2019 43
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
The notes on pages 50 to 119 are an integral part of these financial statements.
44
The notes on pages 50 to 119 are an integral part of these financial statements.
Attributable to owners of the Company
Non-Distributable Distributable
Share Non-
Share option Translation Retained controlling Total
Note capital reserve reserve earnings Total interests equity
Group RM RM RM RM RM RM RM
The notes on pages 50 to 119 are an integral part of these financial statements.
45
46 GENETEC TECHNOLOGY BERHAD
The notes on pages 50 to 119 are an integral part of these financial statements.
ANNUAL REPORT 2019 47
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
The notes on pages 50 to 119 are an integral part of these financial statements.
48 GENETEC TECHNOLOGY BERHAD
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
The notes on pages 50 to 119 are an integral part of these financial statements.
ANNUAL REPORT 2019 49
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
During the financial year, the Group and the Company acquired property, plant and equipment with an aggregate
cost of RM1,523,556 (2018: RM2,807,793) and RM1,270,713 (2018: RM1,576,007) respectively, of which Nil (2018:
RM1,392,000) and Nil (2018: RM780,000) were acquired by means of finance leases.
Cash and cash equivalents included in the statements of cash flows comprise the following statements of financial
position amounts:
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
The notes on pages 50 to 119 are an integral part of these financial statements.
50 GENETEC TECHNOLOGY BERHAD
Genetec Technology Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the
ACE market of Bursa Malaysia Securities Berhad. The address of the principal place of business and registered office of the
Company is as follows:
The consolidated financial statements of the Company as at and for the financial year ended 31 March 2019 comprise the
Company and its subsidiaries (together referred to as the “Group” and individually referred to as “Group entities”). The
financial statements of the Company as at and for the financial year ended 31 March 2019 do not include other entities.
The Company is principally engaged in investment holding, designing and building of customised factory automation
equipment and integrated vision inspection systems from conceptual design, development of prototype to mass replication
of equipment, whilst the principal activities of the subsidiaries are as stated in Note 5 to the financial statements.
These financial statements were authorised for issue by the Board of Directors on 10 July 2019.
1. Basis of preparation
The financial statements of the Group and the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia.
The following are accounting standards, amendments and interpretations that have been issued by the Malaysian
Accounting Standards Board (“MASB”) but have not been adopted by the Group and the Company:
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2019
l MFRS 16, Leases
l IC Interpretation 23, Uncertainty over Income Tax Treatments
l Amendments to MFRS 3, Business Combinations (Annual Improvements to MFRS Standards 2015-2017 Cycle)
l Amendments to MFRS 9, Financial Instruments – Prepayment Features with Negative Compensation
l Amendments to MFRS 11, Joint Arrangements (Annual Improvements to MFRS Standards 2015-2017 Cycle)
l Amendments to MFRS 112, Income tax (Annual Improvements to MFRS Standards 2015-2017 Cycle)
l Amendments to MFRS 119, Employee Benefits – Plan Amendment, Curtailment or Settlement
l Amendments to MFRS 123, Borrowing Costs (Annual Improvements to MFRS Standards 2015-2017 Cycle)
l Amendments to MFRS 128, Investments in Associates and Joint ventures – Long Term Interest in Associates
and Joint Venture
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2020
l Amendments to MFRS 3, Business Combinations – Definition of a Business
l Amendments to MFRS 101, Presentation of Financial Statements and MFRS 108, Accounting Policies,
Changes in Accounting Estimates and Errors – Definition of Material
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2021
l MFRS 17, Insurance Contracts
ANNUAL REPORT 2019 51
MFRSs, Interpretations and amendments effective for annual periods beginning on or after a date yet to be
confirmed
l Amendments to MFRS 10, Consolidated Financial Statements and MFRS 128, Investments in Associates and
Joint Ventures – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The Group and the Company plan to apply the abovementioned applicable accounting standards, amendments
and interpretations, where applicable:
l from the annual period beginning on 1 April 2019 for those accounting standards, amendments and
interpretation that are effective for annual periods beginning on or after 1 January 2019,
l from the annual period beginning on 1 April 2020 for those amendments that are effective for annual
periods beginning on or after 1 January 2020; and
The Group and the Company do not plan to apply MFRS 17, Insurance Contracts that is effective for annual
periods beginning on 1 January 2021 as it is not applicable to the Group and the Company.
The initial application of the accounting standards, interpretations or amendments are not expected to have
any material financial impact to the current period and prior period financial statements of the Group or the
Company except as mentioned below:
MFRS 16 replaces the guidance in MFRS 117, Leases, IC Interpretation 4, Determining whether an Arrangement
contains a Lease, IC Interpretation 115, Operating Leases - Incentives and IC Interpretation 127, Evaluating the
Substance of Transactions Involving the Legal Form of a Lease.
MFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-
of-use asset representing its right to use the underlying asset and a lease liability representing its obligations
to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items.
Lessor accounting remains similar to the current standard which continues to be classified as finance or operating
lease.
Based on the assessments undertaken to date, the Group and the Company do not expect that the MFRS 16 will
have significant impact on its financial statements.
The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional currency.
All financial information is presented in RM, unless otherwise stated.
52 GENETEC TECHNOLOGY BERHAD
The preparation of the financial statements in conformity with Malaysian Financial Reporting Standards (“MFRSs”)
requires Directors to make judgements, estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. Although these estimates and
judgments are based on the Directors’ best knowledge of current events and actions, actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies
that have significant effect on the amounts recognised in the financial statements other than the following:
The Group determines whether goodwill is impaired on an annual basis. This requires an estimation of
the value in use of the cash-generating unit (or a group of cash-generating units) to which the goodwill is
allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash-generating unit (or a group of cash-generating units) and also to choose a suitable
discount rate in order to calculate the present value of those cash flows. The key assumptions used in the
goodwill impairment assessment are disclosed in Note 4.
Inventories write-down is made based on their net realisable value. Net realisable value is the estimate
of the selling price in the ordinary course of business, less cost to completion and selling expenses. The
amount written down during the financial year is shown in Note 6 and Note 20.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have significant effect on the amounts recognised in the financial statements, other than those
disclosed in Note 25, measurement of expected credit loss (“ECL”) for impairment of financial instruments.
The accounting policies set out below have been applied consistently to the periods presented in these financial
statements and have been applied consistently by Group entities, unless otherwise stated.
Arising from the adoption of MFRS 15, Revenue from Contracts with Customers and MFRS 9, Financial Instruments,
there are changes to the accounting policies of:
as compared to those adopted in previous financial statements. The impact arising from the changes as a result of
the adoption of MFRS 9 are disclosed in Note 30. There is no impact from the adoption of MFRS 15 apart from the
extended disclosures.
ANNUAL REPORT 2019 53
(i) Subsidiaries
Subsidiaries are entities, including structured entities, controlled by the Company. The financial statements
of subsidiaries are included in the consolidated financial statements from the date that control commences
until the date that control ceases.
The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity. Potential
voting rights are considered when assessing control only when such rights are substantive. The Group also
considers it has de facto power over an investee when, despite not having the majority of voting rights, it
has the current ability to direct the activities of the investee that significantly affect the investee’s return.
Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any
impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment
includes transaction costs.
Business combinations are accounted for using the acquisition method from the acquisition date, which is
the date on which control is transferred to the Group.
For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the
acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets at the
acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred.
The Group accounts for all changes in its ownership interest in a subsidiary that do not result in a loss of
control as equity transactions between the Group and its non-controlling interest holders. Any difference
between the Group’s share of net assets before and after the change, and any consideration received or
paid, is adjusted to or against Group reserves.
54 GENETEC TECHNOLOGY BERHAD
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former
subsidiary, any non-controlling interests and the other components of equity related to the former
subsidiary from the consolidated statement of financial position. Any surplus or deficit arising on the loss
of control is recognised in profit or loss. If the Group retains any interest in the former subsidiary, then
such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as
an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence
retained.
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not
attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated
statement of financial position and statement of changes in equity within equity, separately from equity
attributable to the owners of the Company. Non-controlling interests in the results of the Group is
presented in the consolidated statement of profit or loss and other comprehensive income as an allocation
of profit or loss and total comprehensive income for the year between non-controlling interests and owners
of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling
interests even if doing so causes the non-controlling interests to have a deficit balance.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are
retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the
reporting period except for those that are measured at fair value are retranslated to the functional currency
at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences
arising on the retranslation of available-for-sale equity instruments or a financial instrument designated as a
hedge of currency risk, which are recognised in other comprehensive income.
In the consolidated financial statements, when settlement of a monetary item receivable from or payable to
a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains
and losses arising from such a monetary item are considered to form part of a net investment in a foreign
operation and are recognised in other comprehensive income, and are presented in the foreign currency
translation reserve (“FCTR”) in equity.
ANNUAL REPORT 2019 55
The assets and liabilities of operations denominated in functional currencies other than RM, including
goodwill and fair value adjustments arising on acquisition, are translated to RM at exchange rates at the
end of the reporting period. The income and expenses of foreign operations are translated to RM at
exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and accumulated in the FCTR
in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate
share of the translation difference is allocated to the non-controlling interests. When a foreign operation is
disposed of such that control or significant influence is lost, the cumulative amount in the FCTR related to
that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
Unless specifically disclosed below, the Group and the Company generally applied the following accounting
policies retrospectively. Nevertheless, as permitted by MFRS 9, Financial Instruments, the Group or the Company
elected not to restate the comparatives.
A financial asset or a financial liability is recognised in the statement of financial position when, and only
when, the Group and the Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without significant financing component) or a financial
liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss,
transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a
significant financing component is initially measured at the transaction price.
A financial instrument was 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 were directly attributable to the acquisition or
issue of the financial instrument.
Financial assets
Categories of financial assets are determined on initial recognition and are not reclassified subsequent
to their initial recognition unless the Group and the Company change its business model for managing
financial assets in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change of the business model.
56 GENETEC TECHNOLOGY BERHAD
Amortised cost category comprises financial assets that are held within a business model whose
objective is to hold assets to collect contractual cash flows and its contractual terms give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding. The financial assets are not designated as fair value through profit or loss.
Subsequent to initial recognition, these financial assets are measured at amortised cost using the
effective interest method. The amortised cost is reduced by impairment losses. Interest income,
foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss
on derecognition is recognised in profit or loss.
Interest income is recognised by applying effective interest rate to the gross carrying amount except
for credit impaired financial assets (see Note 2(i)(i)) where the effective interest rate is applied to the
amortised cost.
All financial assets not measured at amortised cost as described above are measured at fair value
through profit or loss. This includes derivative financial assets (except for derivative that is a
designated and effective hedging instrument). On initial recognition, the Group or the Company
may irrevocably designate a financial asset that otherwise meets the requirements to be measured at
amortised cost as at fair value through profit or loss if doing so eliminates or significantly reduces an
accounting mismatch that would otherwise arise.
Financial assets categorised as fair value through profit or loss are subsequently measured at fair
value. Net gains or losses, including any interest or dividend income are recognised in profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject to impairment
assessment (see Note 2(i)(i)).
In the previous financial year, financial assets of the Group and the Company were classified and measured
under MFRS 139, Financial Instruments: Recognition and Measurement as follows:
Fair value through profit or loss category comprised financial assets that were held for trading,
including derivatives (except for a derivative that was a financial guarantee contract or a designated
and effective hedging instrument) or financial assets that were specifically designated into this
category upon initial recognition.
ANNUAL REPORT 2019 57
Derivatives that were linked to and must be settled by delivery of unquoted equity instruments whose
fair values could not be reliably measured were measured at cost.
Other financial assets categorised as fair value through profit or loss were subsequently measured at
their fair values with the gain or loss recognised in profit or loss.
Loans and receivables category comprised debt instruments that were not quoted in an active market,
trade and other receivables and cash and cash equivalents.
Financial assets categorised as loans and receivables were subsequently measured at amortised cost
using the effective interest method.
All financial assets, except for those measured at fair value through profit or loss, were subject to
impairment assessment (see Note 2(i)(i)).
Financial liabilities
Fair value through profit or loss category comprises financial liabilities that are derivatives except for
a derivative that is financial guarantee contract or a designated and effective hedging instrument,
contingent consideration in a business combination and financial liabilities that are specifically
designated into this category upon initial recognition.
On initial recognition, the Group or the Company may irrevocably designate a financial liability that
otherwise meets the requirements to be measured at amortised cost as at fair value through profit or
loss:
b) a group of financial liabilities or assets and financial liabilities is managed and its performance
is evaluated on a fair value basis, in accordance with a documented risk management or
investment strategy, and information about the Group is provided internally on that basis to the
Group’s key management personnel; or
58 GENETEC TECHNOLOGY BERHAD
c) if a contract contains one or more embedded derivatives and the host is not a financial asset in
the scope of MFRS 9, where the embedded derivative significantly modifies the cash flows and
separation is not prohibited.
Financial liabilities categorised as fair value through profit or loss are subsequently measured at their
fair value with gains or losses, including any interest expense are recognised in profit or loss.
For financial liabilities where it is designated as fair value through profit or loss upon initial
recognition, the Group and the Company recognise the amount of change in fair value of the financial
liability that is attributable to change in credit risk in other comprehensive income and remaining
amount of the changes in fair value in profit or loss, unless the treatment of the effects of changes in
the liability’s credit risk would create or enlarge an accounting mismatch.
Other financial liabilities not categorised as fair value through profit or loss are subsequently
measured at amortised cost using the effective interest method.
Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or
loss on derecognition are also recognised in profit or loss.
In the previous financial year, financial liabilities of the Group and the Company were subsequently
measured at amortised cost other than those categorised as fair value through profit or loss.
Fair value through profit or loss category comprised financial liabilities that were derivatives (except for
a derivative that was a financial guarantee contract or a designated and effective hedging instrument) or
financial liabilities that were specifically designated into this category upon initial recognition.
Derivatives that were linked to and must be settled by delivery of unquoted equity instruments that did not
have a quoted price in an active market for identical instruments whose fair values otherwise could not be
reliably measured were measured at cost.
Other financial liabilities categorised as fair value through profit or loss were subsequently measured at
their fair values with the gain or loss recognised in profit or loss.
ANNUAL REPORT 2019 59
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in
accordance with the original or modified terms of a debt instrument.
Financial guarantees issued are initially measured at fair value. Subsequently, they are measured at higher
of:
Liabilities arising from financial guarantees are presented together with other provisions.
In the previous financial year, fair values arising from financial guarantee contracts were classified as
deferred income and were amortised to profit or loss using a straight-line method over the contractual
period or, when there was no specified contractual period, recognised in profit or loss upon discharge of
the guarantee. When settlement of a financial guarantee contract became probable, an estimate of the
obligation was made. If the carrying value of the financial guarantee contract was lower than the obligation,
the carrying value was adjusted to the obligation amount and accounted for as a provision.
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms
require delivery of the asset within the time frame established generally by regulation or convention in the
market place concerned.
A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade
date accounting. Trade date accounting refers to:
(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and
(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition
of a receivable from the buyer for payment on the trade date.
(v) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows
from the financial asset expire or are transferred, or control of the asset is not retained or substantially all of
the risks and rewards of ownership of the financial asset are transferred to another party. On derecognition
of a financial asset, the difference between the carrying amount of the financial asset 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.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the
contract is discharged, 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.
60 GENETEC TECHNOLOGY BERHAD
(vi) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial
position when, and only when, the Group or the Company currently has a legally enforceable right to
set off the amounts and it intends either to settle them on a net basis or to realise the asset and liability
simultaneously.
Items of property, plant and equipment are measured at cost less any accumulated depreciation and any
accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other
costs directly attributable to bringing the asset to working condition for its intended use, and the costs of
dismantling and removing the items and restoring the site on which they are located.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that
equipment.
When significant parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net
within “other income” and “other expenses” respectively in profit or loss.
The cost of replacing a component of an item of property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the future economic benefits embodied within the
component will flow to the Group or the Company, and its cost can be measured reliably. The carrying
amount of the replaced component is derecognised to profit or loss. The costs of the day-to-day servicing
of property, plant and equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual
assets are assessed, and if a component has a useful life that is different from the remainder of that asset,
then that component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each
component of an item of property, plant and equipment from the date that they are available for use.
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably
certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.
ANNUAL REPORT 2019 61
The estimated useful lives for the current and comparative periods are as follows:
Depreciation methods, useful lives and residual values are reviewed at end of the reporting period, and
adjusted as appropriate.
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of
ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at
an amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy
applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease term
so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent
lease payments are accounted for by revising the minimum lease payments over the remaining term of the
lease when the lease adjustment is confirmed.
Leasehold land which in substance is a finance lease is classified as property, plant and equipment.
Leases, where the Group or the Company does not assume substantially all the risks and rewards of
ownership are classified as operating leases and the leased assets are not recognised on the statement of
financial position.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the
term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total
lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting
period in which they are incurred.
(f) Goodwill
Goodwill arising on business combinations is measured at cost less any accumulated impairment losses. In
respect of equity accounted associates and joint venture, the carrying amount of goodwill is included in the
carrying amount of the investment and an impairment loss on such an investment is not allocated to any asset,
including goodwill, that forms part of the carrying amount of the equity accounted associates and joint venture.
Goodwill with indefinite useful life is not amortised but is tested for impairment annually and whenever there is
an indication that they may be impaired.
62 GENETEC TECHNOLOGY BERHAD
(g) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories is measured based on first-in-first-out formula, and includes expenditure incurred in
acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their
existing location and condition. In the case of work-in-progress and finished goods, cost includes an appropriate
share of production overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid
investments which have an insignificant risk of changes in fair value with original maturities of three months or
less, and are used by the Group and the Company in the management of their short-term commitments. For the
purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts.
(i) Impairment
Unless specifically disclosed below, the Group and the Company generally applied the following accounting
policies retrospectively. Nevertheless, as permitted by MFRS 9, Financial Instruments, the Group and the
Company elected not to restate the comparatives.
The Group and the Company recognised loss allowances for expected credit losses on financial assets
measured at amortised cost. Expected credit losses are a probability weighted average of credit losses.
The Group and the Company measure loss allowances as an amount equal to lifetime expected credit
loss, except for cash and bank balance and other debt securities for which credit risk has not increased
since initial recognition which are measured at 12-month expected credit loss. Loss allowance for trade
receivables is always measured at an amount equal to lifetime expected credit loss.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition, and when estimating expected credit loss, the Group and the Company consider reasonable
and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the Group’s historical experience and
informed credit assessment and including forward-looking information, where available.
Lifetime expected credit losses are the expected credit losses that result from all possible default events
over the expected life of the asset, while 12-month expected credit losses are the portion of expected credit
losses that result from default events that are possible within the 12-months after the reporting date. The
maximum period considered when estimating expected credit losses is the maximum contractual period
which the Group or the Company is exposed to credit risk.
The Group and the Company assessed the risk of loss of each customer individually based on their financial
information, past trend of payments, letter of undertaking from banks and external credit ratings, where
applicable.
ANNUAL REPORT 2019 63
An impairment loss in respect of financial assets measured at amortised cost is recognised in profit or loss
and the carrying amount of the asset is reduced through the use of an allowance account.
At each reporting date, the Group and the Company assess whether financial assets carried at amortised
cost and debt securities at fair value through other comprehensive income are credit impaired. A financial
asset is credit impaired when one or more events that have a detrimental impact on the estimated future
cash flows of the financial assets have occurred.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that
there is no realistic prospect of recovery). This is generally the case when the Group or the Company
determines that the debtor does not have assets or sources of income that could generate sufficient cash
flows to repay the amounts subject to the write-off. However, financial assets that are written off could still
be subject to enforcement activities in order to comply with the Group’s and the Company’s procedures for
recovery of amounts due.
All financial assets (except for financial assets categorised as fair value through profit or loss and
investments in subsidiaries) were assessed at each reporting date whether there was any objective evidence
of impairment as a result of one or more events having an impact on the estimated future cash flows of
the asset. Losses expected as a result of future events, no matter how likely, were not recognised. For an
investment in an equity instrument, a significant or prolonged decline in the fair value below its cost was
an objective evidence of impairment. If any such objective evidence exists, then the impairment loss of the
financial asset was estimated.
An impairment loss in respect of loans and receivables was recognised in profit or loss and was measured
as the difference between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the asset’s original effective interest rate. The carrying amount of the asset was reduced
through the use of an allowance account.
An impairment loss in respect of unquoted equity instrument that was carried at cost was recognised in
profit or loss and was measured as the difference between the financial asset’s carrying amount and the
present value of estimated future cash flows discounted at the current market rate of return for a similar
financial asset.
If, in a subsequent period, the fair value of a debt instrument increases and the increase could be
objectively related to an event occurring after impairment loss was recognised in profit or loss, the
impairment loss was reversed, to the extent that the asset’s carrying amount did not exceed what the
carrying amount would have been had the impairment not been recognised at the date the impairment was
reversed. The amount of the reversal was recognised in profit or loss.
64 GENETEC TECHNOLOGY BERHAD
The carrying amounts of other assets (except for inventories and deferred tax asset) 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 goodwill and intangible assets that have
indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period
at the same time.
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 cash-generating units. Subject to an operating segment ceiling test, for the purpose of goodwill
impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that
the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored
for internal reporting purposes. The goodwill acquired in a business combination, for the purpose of
impairment testing, is allocated to a cash-generating unit or a group of 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 of disposal. 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 or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit
exceeds its estimated recoverable amount.
Impairment losses are recognised in 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 cash-
generating unit (or a group of cash-generating units) and then to reduce the carrying amounts of the other
assets in the cash-generating unit (or a group of cash-generating 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 the end of each reporting period 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 since the last impairment loss was recognised.
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 profit or loss in the financial year
in which the reversals are recognised.
Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.
Ordinary shares
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick
leave are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing
plans if the Group has a present legal or constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be estimated reliably.
The Group’s contributions to statutory pension funds are charged to profit or loss in the financial year to
which they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund or a
reduction in future payments is available.
The grant date fair value of share-based payment granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period that the employees unconditionally
become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of
awards for which the related service and non-market vesting conditions are expected to be met, such that
the amount ultimately recognised as an expense is based on the number of awards that meet the related
service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based
payment is measured to reflect such conditions and there is no true-up for differences between expected
and actual outcomes.
The fair value of the employee share options is measured using a Black Scholes model. Measurement inputs
include share price on measurement date, exercise price of the instrument, expected volatility (based on
weighted average historic volatility adjusted for changes expected due to publicly available information),
weighted average expected life of the instruments (based on historical experience and general option
holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).
Service and non-market performance conditions attached to the transactions are not taken into account in
determining fair value.
(l) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to the liability. The
unwinding of the discount is recognised as finance cost.
66 GENETEC TECHNOLOGY BERHAD
(i) Revenue
Revenue is measured based on the consideration specified in a contract with a customer in exchange for
transferring goods or services to a customer, excluding amounts collected on behalf of third parties. The
Group and the Company recognise revenue when (or as) they transfer control over a product or service to
customer. An asset is transferred when (or as) the customer obtains control of the assets.
The Group and the Company transfer control of goods or services at a point in time unless one of the
following overtime criteria is met:
(i) the customer simultaneously receives and consumes the benefits provided as the Group and the
Company perform;
(ii) the Group’s and the Company’s performance creates or enhances an asset that the customer controls
as the asset is created or enhanced; or
(iii) the Group’s and the Company’s performance does not create an asset with an alternative use and the
Group and the Company have an enforceable right to payment for performance completed to date.
Interest income is recognised as it accrues using the effective interest method in profit or loss.
Rental income from sub-leased property is recognised as other income in profit or loss.
Dividend income is recognised in profit or loss on the date that the Group’s or the Company’s right to
receive payment is established, which in the case of quoted securities is the ex-dividend date.
Borrowing costs are recognised in profit or loss using the effective interest method.
(o) Affiliate
An affiliate is a company which exercises significant influence over the financial and operating policies of the
Company.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or
loss except to the extent that it relates to a business combination or items recognised directly in equity or other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in
respect of previous financial years.
ANNUAL REPORT 2019 67
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not
recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor
taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of
the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets
and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each
reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not a tax base of an
asset, is recognised as a deferred tax asset to the extent that it is probable that the future taxable profits will be
available against the unutilised tax incentive can be utilised.
The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive
potential ordinary shares, which comprise share options granted to employees.
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
other components. Operating segments’ results are reviewed regularly by the chief operating decision maker,
which in this case is the Chief Operating Officer (“COO”) of the Group, to make decisions about resources to be
allocated to the segment and to assess its performance, and for which discrete financial information is available.
(s) Contingencies
Contingent liabilities
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is not recognised in the statements of financial position and is disclosed as a
contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose
existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also
disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
68 GENETEC TECHNOLOGY BERHAD
Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The measurement assumes that the transaction to sell the asset or
transfer the liability takes place either in the principal market or in the absence of a principal market, in the most
advantageous market.
For non-financial asset, the fair value measurement takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
technique as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access
at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
The Group recognises transfers between levels of the fair value hierarchy as of the date of the event or change in
circumstances that caused the transfers.
ANNUAL REPORT 2019 69
Electrical
equipment,
renovation,
furniture Plant and Motor
Group Land Buildings and fittings machineries vehicles Total
RM RM RM RM RM RM
Cost
At 1 April 2017 2,846,590 30,563,176 5,873,236 9,452,026 1,572,231 50,307,259
Additions - - 846,814 45,000 1,915,979 2,807,793
Disposals - - (32,375) (496,712) (620,328) (1,149,415)
Written off - - (56,007) - - (56,007)
Effect of movements in exchange
rates - - (170) (248) - (418)
At 31 March 2018/1 April 2018 2,846,590 30,563,176 6,631,498 9,000,066 2,867,882 51,909,212
Additions - - 366,906 1,083,400 73,250 1,523,556
Disposals - - (31,045) (648,323) (303,308) (982,676)
Written off - - (72,703) (360,816) - (433,519)
At 31 March 2019 2,846,590 30,563,176 6,894,656 9,074,327 2,637,824 52,016,573
Depreciation
At 1 April 2017 551,145 3,535,292 3,577,151 5,895,866 974,787 14,534,241
Depreciation for the year 56,932 613,467 505,479 724,177 333,952 2,234,007
Disposals - - (32,352) (451,567) (604,327) (1,088,246)
Written off - - (55,750) - - (55,750)
Effect of movements in exchange
rates - - (187) (153) - (340)
At 31 March 2018/1 April 2018 608,077 4,148,759 3,994,341 6,168,323 704,412 15,623,912
Depreciation for the year 56,932 613,467 521,397 758,009 426,714 2,376,519
Disposals - - (30,860) (648,313) (228,115) (907,288)
Written off - - (70,449) (360,792) - (431,241)
At 31 March 2019 665,009 4,762,226 4,414,429 5,917,227 903,011 16,661,902
Carrying amounts
At 1 April 2017 2,295,445 27,027,884 2,296,085 3,556,160 597,444 35,773,018
At 31 March 2018/1 April 2018 2,238,513 26,414,417 2,637,157 2,831,743 2,163,470 36,285,300
At 31 March 2019 2,181,581 25,800,950 2,480,227 3,157,100 1,734,813 35,354,671
70 GENETEC TECHNOLOGY BERHAD
Electrical
equipment,
renovation,
furniture Plant and Motor
Company Land Buildings and fittings machineries vehicles Total
RM RM RM RM RM RM
Cost
At 1 April 2017 2,846,590 13,128,649 3,503,966 4,628,198 1,428,080 25,535,483
Additions - - 824,990 45,000 706,017 1,576,007
Disposal - - - (325,348) (480,021) (805,369)
Written off - - (56,007) - - (56,007)
At 31 March 2018/1 April 2018 2,846,590 13,128,649 4,272,949 4,347,850 1,654,076 26,250,114
Additions - - 194,063 1,003,400 73,250 1,270,713
Disposal - - (28,595) (648,323) (21,793) (698,711)
Written off - - (72,703) (360,816) - (433,519)
At 31 March 2019 2,846,590 13,128,649 4,365,714 4,342,111 1,705,533 26,388,597
Depreciation
At 1 April 2017 551,145 2,154,155 2,245,719 4,434,601 977,527 10,363,147
Depreciation for the year 56,932 262,573 261,208 73,522 246,343 900,578
Disposal - - - (317,318) (464,020) (781,338)
Written off - - (55,750) - - (55,750)
At 31 March 2018/1 April 2018 608,077 2,416,728 2,451,177 4,190,805 759,850 10,426,637
Depreciation for the year 56,932 262,573 284,957 94,000 262,401 960,863
Disposal - - (28,410) (648,313) (21,792) (698,515)
Written off - - (70,449) (360,792) - (431,241)
At 31 March 2019 665,009 2,679,301 2,637,275 3,275,700 1,000,459 10,257,744
Carrying amounts
At 1 April 2017 2,295,445 10,974,494 1,258,247 193,597 450,553 15,172,336
At 31 March 2018/1 April 2018 2,238,513 10,711,921 1,821,772 157,045 894,226 15,823,477
At 31 March 2019 2,181,581 10,449,348 1,728,439 1,066,411 705,074 16,130,853
ANNUAL REPORT 2019 71
3.1 Security
At 31 March 2019, land and buildings of the Group and of the Company with carrying amounts of RM27,982,531
(2018: RM28,652,930) and RM12,630,929 (2018: RM12,950,434) respectively are charged to a bank as security for
term loans granted to the Group and the Company (see Note 12).
The net carrying amounts of property, plant and equipment acquired under hire purchase agreements are as
follows:
Group Company
2019 2018 2019 2018
RM RM RM RM
3.3 Land
Group Company
2019 2018 2019 2018
RM RM RM RM
4. Goodwill
Group
RM
Cost
At 1 April 2017/31 March 2018/1 April 2018 20,559,876
For the purpose of impairment testing, goodwill is allocated to the Company’s subsidiary, CLT Engineering Sdn. Bhd.,
which represents the lowest level within the Group, at which the goodwill is monitored for internal management
purposes. In 2019, CLT Engineering Sdn. Bhd. experienced a significant decrease in sales order as compared to 2018.
The Group anticipates the Hard Disk Drive (“HDD”) industry to continue to be challenging with the softening of the
global demand. An impairment loss was therefore recognised.
The recoverable amounts of the business units are based on value in use calculations, determined by discounting the
pre-tax cash flow projections. The financial budget 2020 approved by the Board of Directors is used as the base in the
preparation of cash flow projections. The cash flows beyond 2019 are projected for a five-year period and extrapolated
to terminal value using estimated growth rates stated below. The growth rate does not exceed the average historical
growth rate over the long term for the industry.
The carrying amount of goodwill amounting to RM15,559,876 was determined to be higher than its recoverable
amount of RM10,560,000 and an impairment loss of RM5,000,000 (2018: Nil) was therefore recognised in “other
expenses”.
Value in use was determined by discounting the future cash flows expected to be generated from the continuing use of
the units and was based on the following key assumptions:
l There will be no material change in structure and principal activities of cash-generating units.
l Sales are expected to grow at 2.0% (2018: 5.0%) per annum over the five years projection period.
l General and administrative expenses are expected to increase at 5.0% (2018: 5.0%) per annum taking into
account inflationary pressure on prices.
l A pre-tax discount rate of 14.0% (2018: 12.0%) was applied in determining the recoverable amount of the cash-
generating unit. The discount rate was estimated based on the industry-specific context.
4. Goodwill (continued)
The values assigned to the key assumptions represent management’s assessment of future trends in the business units’
principal activities and are based on both external sources and internal sources (historical data).
The above estimates are particularly sensitive to the discount rate, sales growth and terminal growth rate. The
sensitivity analysis is presented at below:-
l Impairment loss amounted to RM7.0 million would have occurred had the discount rate increased by 1%.
l Impairment loss amounted to RM6.0 million would have occurred had the future planned revenue decreased by
2%.
l Impairment loss amounted to RM6.2 million would have occurred had the terminal growth rate decreased by 1%.
5. Investments in subsidiaries
Company
RM
Cost
At 1 April 2017/31 March 2018/1 April 2018 31,456,804
Carrying amount
At 1 April 2017/31 March 2018/1 April 2018 29,746,809
At 31 March 2019 28,546,809
During the year, an impairment loss of RM1,200,000 (2018: Nil) was recognised as the recoverable amount of an
investment in a subsidiary was determined to be lower than its carrying amount. The recoverable amount of the
investment in subsidiary was based on value in use calculations, determined by discounting the pre-tax cash flow
projections expected to be generated. The key assumptions used to determine the value in use of the investment in
subsidiary are disclosed in Note 4.
74 GENETEC TECHNOLOGY BERHAD
Principal Effective
place of ownership
business/ interest and
Country of voting
Name of entity incorporation Principal activities interest
2019 2018
CLT Engineering Sdn. Bhd. Malaysia Fabrication of machine parts and toolings 51% 51%
for equipment and replications of systems
and equipment.
IP Systems, Inc. #, @
United States Dormant. 60% 60%
of America
The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows:
Other
subsidiaries
with
CLT individually
Engineering immaterial
Sdn. Bhd. NCI Total
2019
Revenue 35,394,630
Profit for the year 769,578
Other
subsidiaries
with
CLT individually
Engineering immaterial
Sdn. Bhd. NCI Total
2018
Revenue 48,948,045
Profit for the year 3,164,761
6. Inventories
Group Company
2019 2018 2019 2018
RM RM RM RM
2019 2018
Nominal Nominal
value Assets Liabilities value Assets Liabilities
RM RM RM RM RM RM
Forward exchange contracts are used to manage the foreign currency exposures arising from the Group’s and the
Company’s receivables and payables denominated in currencies other than the functional currencies of Group entities.
All forward exchange contracts have maturities of less than one year after the end of the reporting period. Where
necessary, the forward exchange contracts are rolled over at maturity.
78 GENETEC TECHNOLOGY BERHAD
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
Trade
Trade receivables 43,234,728 24,227,129 30,851,622 7,424,254
Non-trade
Other receivables 8.1 3,779,530 1,057,129 2,893,867 345,292
Goods and services tax 196,898 736,387 56,228 307,723
Amounts due from subsidiaries 8.2 - - 4,847,613 4,830,964
Deposits 201,203 169,813 77,478 83,088
4,177,631 1,963,329 7,875,186 5,567,067
Impairment loss on amounts due from
subsidiaries - - (4,264,937) (4,246,579)
4,177,631 1,963,329 3,610,249 1,320,488
47,412,359 26,190,458 34,461,871 8,744,742
8.1 Included in other receivables for the Group and the Company are advances to suppliers of RM1,752,760 (2018:
RM270,133) and disbursements to shareholders held by share registrar of RM1,053,460 (2018: Nil) to facilitate the
dividend payment after the end of the reporting period (see Note 15).
8.2 The non-trade amounts due from subsidiaries are unsecured, interest free and repayable on demand.
9. Other investment
The amount represents placement in a unit trust fund (“Fund”), of which the market value and the market price per unit
of the Fund as at 31 March 2019 were RM1,542,478 and RM0.531 (2018: RM6,335,375 and RM0.526) respectively. The
Group and the Company recognised the investment held as a financial asset at fair value through profit or loss. The
Group and the Company held 2,903,762 (2018: 12,035,286) units of the Fund as at 31 March 2019.
Group Company
2019 2018 2019 2018
RM RM RM RM
Share capital
11.1 Included in share capital was share premium amounting to RM18,378,913 that was available for utilisation in
accordance with Section 618(3) of the Companies Act 2016 on or before 30 January 2019 (24 months from
commencement of Section 74). The Company did not utilise the share premium.
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one
vote per share at meetings of the Company.
The share option reserve comprises the cumulative value of employee services received for the issue of share options.
The share option reserve in relation to the unexercised options will be transferred to retained earnings upon the expiry
of the share option scheme. Further details of the share options are disclosed in Note 13.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations with functional currencies other than Ringgit Malaysia.
80 GENETEC TECHNOLOGY BERHAD
Group Company
2019 2018 2019 2018
RM RM RM RM
Non-current
Finance lease liabilities 819,630 1,249,241 462,705 714,353
Term loans (secured) 8,992,477 10,017,613 2,749,470 3,375,063
9,812,107 11,266,854 3,212,175 4,089,416
Current
Finance lease liabilities 369,618 393,049 251,648 238,358
Revolving loans (secured) 2,000,000 3,500,000 2,000,000 3,500,000
Bankers’ acceptances (secured) 3,766,243 4,848,742 3,766,243 4,848,742
Term loans (secured) 1,025,059 962,926 625,516 583,359
7,160,920 9,704,717 6,643,407 9,170,459
16,973,027 20,971,571 9,855,582 13,259,875
Security
The term loans, revolving loans and bankers’ acceptances of the Group and of the Company are secured over the
properties of the Group and the Company (see Note 3) and supported by a letter of negative pledge and corporate
guarantee issued by the Company.
Loan covenants
The secured term loans of the Group and of the Company are subject to the compliance of the following significant
covenants:
i) Maximum gearing of 1.5 times in Genetec Technology Berhad and CLT Engineering Sdn. Bhd..
ii) Minimum tangible net worth at RM40,000,000 and RM20,000,000 in Genetec Technology Berhad and CLT
Engineering Sdn. Bhd. respectively.
iii) Valuation report issued by a valuation firm selected from the banker’s panel of valuers, evidencing the Open
Market Value of the land and building at not less than RM10 million in Genetec Technology Berhad.
ANNUAL REPORT 2019 81
Present Present
Future value of Future value of
minimum minimum minimum minimum
lease lease lease lease
payments Interest payments payments Interest payments
2019 2019 2019 2018 2018 2018
RM RM RM RM RM RM
Group
Less than one year 419,448 (49,830) 369,618 465,985 (72,936) 393,049
Between one and
five years 865,074 (45,444) 819,630 1,346,376 (97,135) 1,249,241
1,284,522 (95,274) 1,189,248 1,812,361 (170,071) 1,642,290
Company
Less than one year 281,784 (30,136) 251,648 281,904 (43,546) 238,358
Between one and
five years 484,842 (22,137) 462,705 766,626 (52,273) 714,353
766,626 (52,273) 714,353 1,048,530 (95,819) 952,711
Total
liabilities
Finance Bankers’ Revolving from
lease acceptances loan Term loan financing
liabilities - secured - secured - secured activities
RM RM RM RM RM
Group
Reconciliation of movement of liabilities to cash flows arising from financing activities: (continued)
Total
liabilities
Finance Bankers’ Revolving from
lease acceptances loan Term loan financing
liabilities - secured - secured - secured activities
RM RM RM RM RM
Company
On 2 January 2018, the Group granted share options to eligible Directors and employees to subscribe for the ordinary
shares in the Company pursuant to the Employees’ Share Option Scheme approved by the shareholders of the
Company on 5 August 2010.
The terms and conditions related to the grant of the share option programme are as follows; all options are to be
settled by physical delivery of shares:
The number and weighted average exercise prices of share options are as follows:
Weighted
average
exercise Number of Number of
price options options
2019 2018
The fair value of share options granted, measured using a Black-Scholes model, with the following inputs:
Group and
Company
2019 and 2018
Group
Company
Deferred tax assets have not been recognised in respect of the following items (stated at gross):
Group Company
2019 2018 2019 2018
RM RM RM RM
The unutilised tax losses of the Group and of the Company of RM5,050,195 (2018: RM21,946,121) expires in 2025
under the current tax legislation. In 2019, RM16,895,926 of previously unrecognised tax losses of the Group and the
Company were recognised as management considered it probable that future taxable profits will be available against
which they can be utilised.
ANNUAL REPORT 2019 85
Recognised Recognised
in profit At in profit
At or loss 31.3.2018/ or loss At
1.4.2017 (Note 18) 1.4.2018 (Note 18) 31.3.2019
RM RM RM RM RM
Group
Property, plant and equipment (2,695,072) 8,915 (2,686,157) (268,388) (2,954,545)
Provisions 1,515,440 210,335 1,725,775 (2,747) 1,723,028
Unutilised tax losses 319,992 (319,992) - 1,970,308 1,970,308
Other temporary differences 16,732 (100,588) (83,856) 106,426 22,570
(842,908) (201,330) (1,044,238) 1,805,599 761,361
Company
Property, plant and equipment (934,886) 85,992 (848,894) (158,458) (1,007,352)
Provisions 716,138 223,852 939,990 383,262 1,323,252
Unutilised tax losses - - - 1,941,008 1,941,008
Other temporary differences 17,246 (108,342) (91,096) (38,419) (129,515)
(201,502) 201,502 - 2,127,393 2,127,393
Group Company
Note 2019 2018 2019 2018
RM RM RM RM
Trade
Trade payables 9,629,553 12,208,498 3,686,073 3,802,215
Non-trade
Other payables 5,606,403 5,510,021 208,495 217,343
Accruals 1,183,418 484,109 980,736 203,820
Dividend payable 1,053,460 - 1,053,460 -
7,843,281 5,994,130 2,242,691 421,163
17,472,834 18,202,628 5,928,764 4,223,378
86 GENETEC TECHNOLOGY BERHAD
16. Revenue
The Group generates revenue primarily from production of industrial automation products (see Note 16.2).
16.1 Disaggregation of revenue
Group Company
2019 2018 2019 2018
RM RM RM RM
Timing of
recognition or
method used Variable Obligation
Nature of goods to recognise Significant element in for returns or
and services revenue payment terms consideration refunds Warranty
l exemption on disclosure of information on remaining performance obligations that have original expected
durations of one year or less.
l exemption not to adjust the promised amount of consideration for the effects of a significant financing
component when the period between the transfer of a promised good or service to a customer and when
the customer pays for that good or service is one year or less.
ANNUAL REPORT 2019 87
Group Company
2019 2018 2019 2018
RM RM RM RM
Group Company
2019 2018 2019 2018
RM RM RM RM
Group Company
2019 2018 2019 2018
RM RM RM RM
* The Company was granted pioneer status tax incentive by the Malaysian Industrial Development Authority (“MIDA”) in respect
of its “Automated Assembly and Testing Production Line & Modules for Automotive Industry” and “Automated Machines and
Equipment for 1” Hard Disk Drive and Parts Thereof” activities for a period of 5 years commencing 15 September 2005 and 26
January 2007 respectively and upon expiry, the incentives were extended for a further period of 5 years up to 14 September 2015
and 25 January 2017 respectively, both of which have expired as at 31 March 2019.
A group entity, CLT Engineering Sdn. Bhd. was granted pioneer status incentives by MIDA in respect of its “Automated Assembly
and Testing Machines, & Related Modules” activities for a period of 5 years commencing 18 October 2010 and upon expiry, the
incentive was extended for a further period of 5 years up to 17 October 2020.
By virtue of the pioneer status, the statutory income derived from the pioneer services during the pioneer period will be fully
exempted from income tax.
On 17 January 2018, CLT Engineering Sdn. Bhd., a 51% owned subsidiary of the Company had completed the disposal
of its entire 100% equity interest in CLT Engineering (Thailand) Co. Ltd. to independent third parties for a total
consideration of 1,000 Thai Baht (equivalent to approximately RM125.00).
Group
2018
RM
Group
2018
RM
Group Company
2019 2018 2019 2018
RM RM RM RM
Group Company
2019 2018 2019 2018
RM RM RM RM
Group Company
2019 2018 2019 2018
RM RM RM RM
Directors:
- Remuneration 2,069,030 2,124,614 1,554,880 1,257,464
- Fees 276,000 180,000 276,000 180,000
- Other short-term employee benefits 99,975 88,000 39,975 28,000
2,445,005 2,392,614 1,870,855 1,465,464
Other key management personnel 1,772,036 2,156,541 1,772,036 2,156,541
4,217,041 4,549,155 3,642,891 3,622,005
92 GENETEC TECHNOLOGY BERHAD
The calculation of basic earnings per ordinary share at 31 March 2019 was based on the profit/(loss) attributable to
ordinary shareholders and a weighted average number of ordinary shares outstanding, calculated as follows:
Group
2019 2018
RM RM
2019 2018
Sen Sen
The calculation of diluted earnings per ordinary share at 31 March 2019 was based on profit attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding after adjustment for the effects of all
dilutive potential ordinary shares, calculated as follows:
Group
2019 2018
The average market value of the Company’s shares for purpose of calculating the dilutive effect of share options was
based on quoted market prices for the period during which the options were outstanding.
2019 2018
Sen Sen
23. DividendS
Total
Sen per share amount Date of payment
RM
The entire Group operates under a single reportable segment, the industrial automation segment, which is the
Group’s strategic business unit. The Group’s Chief Operating Officer reviews internal management reports at least on a
quarterly basis. No segment reporting is presented as the Group operates solely in the industrial automation segment.
Geographical segments
The industrial automation segment operates manufacturing facilities and sales offices mainly in Malaysia. In presenting
information on the basis of geographical segments, segment revenue is presented based on geographical locations of
customers.
94 GENETEC TECHNOLOGY BERHAD
Geographical information
Revenue
2019 2018
RM RM
Group
Domestic 33,118,317 55,134,330
Asia 61,368,383 27,278,679
Europe 973,606 1,069,441
North America 1,699,475 17,545,189
97,159,781 101,027,639
Major customers
The following are major customers with revenue equal or more than 10% of the Group’s total revenue:
Revenue
2019 2018
RM RM
* The identity of the major customers have not been disclosed as permitted by MFRS 8, Operating Segments.
ANNUAL REPORT 2019 95
The table below provides an analysis of financial instruments as at 31 March 2019 categorised as follows:
Carrying
Amount AC FVTPL
RM RM RM
Group
2019
Financial assets
Trade and other receivables* 44,409,241 44,409,241 -
Other investment 1,542,478 - 1,542,478
Cash and cash equivalents 13,986,270 13,986,270 -
59,937,989 58,395,511 1,542,478
Financial liabilities
Derivative financial liabilities (408,991) - (408,991)
Loans and borrowings (16,973,027) (16,973,027) -
Trade and other payables (17,472,834) (17,472,834) -
(34,854,852) (34,445,861) (408,991)
Company
2019
Financial assets
Trade and other receivables* 31,599,423 31,599,423 -
Other investment 1,542,478 - 1,542,478
Cash and cash equivalents 7,058,554 7,058,554 -
40,200,455 38,657,977 1,542,478
Financial liabilities
Derivative financial liabilities (408,991) - (408,991)
Loans and borrowings (9,855,582) (9,855,582) -
Trade and other payables (5,928,764) (5,928,764) -
(16,193,337) (15,784,346) (408,991)
The table below provides an analysis of financial instruments as at 31 March 2018 categorised as follows:
Carrying FVTPL
Amount L&R/(FL) -HFT
RM RM RM
Group
2018
Financial assets
Derivative financial assets 1,313,566 - 1,313,566
Trade and other receivables* 25,183,938 25,183,938 -
Other investment 6,335,375 - 6,335,375
Cash and cash equivalents 16,118,866 16,118,866 -
48,951,745 41,302,804 7,648,941
Financial liabilities
Loans and borrowings (20,971,571) (20,971,571) -
Trade and other payables (18,202,628) (18,202,628) -
(39,174,199) (39,174,199) -
Company
2018
Financial assets
Derivative financial assets 1,313,566 - 1,313,566
Trade and other receivables* 8,166,886 8,166,886 -
Other investment 6,335,375 - 6,335,375
Cash and cash equivalents 12,393,232 12,393,232 -
28,209,059 20,560,118 7,648,941
Financial liabilities
Loans and borrowings (13,259,875) (13,259,875) -
Trade and other payables (4,223,378) (4,223,378) -
(17,483,253) (17,483,253) -
Group Company
2019 2018 2019 2018
RM RM RM RM
The Group and the Company have exposure to the following risks from the use of financial instruments:
l Credit risk
l Liquidity risk
l Market risk
Credit risk is the risk of a financial loss to the Group and the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Group’s and the Company’s exposure to credit risk arises
principally from their receivables from customers. The Company also provides loans and advances to subsidiaries
and financial guarantees to banks for credit facilities granted to subsidiaries.
25.4.1 Receivables
Risk management objectives, policies and processes for managing the risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing
basis. Normally, financial guarantees given by banks, shareholders or directors of customers are obtained,
and credit evaluations are performed on customers requiring credit over a certain amount.
At each reporting date, the Group or the Company assesses whether any of the trade receivables are
credit impaired.
The gross carrying amounts of credit impaired trade receivables are written off (either partially or in full)
when there is no realistic prospect of recovery. This is generally the case when the Group or the Company
determines that the debtor does not have assets or sources of income that could generate sufficient cash
flows to repay the amounts subject to the write-off. Nevertheless, trade receivables that are written off
could still be subject to enforcement activities.
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.
The Group has concentration of credit risk through the Group’s two major customers which represent
94% (2018: 98%) of total trade receivables. Management constantly monitors the recovery of these
outstanding balances and is confident of their recoverability.
Management has taken reasonable steps to ensure that receivables that are neither past due nor
impaired are stated 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 30 days,
which are deemed to have higher credit risk, are monitored individually.
The exposure of credit risk for trade receivables as at the end of the reporting period by geographic
region was:
Group Company
2019 2018 2019 2018
RM RM RM RM
Impairment losses
In managing credit risk of trade receivables, the Group manages its debtors and takes appropriate actions
(including but not limited to legal actions) to recover long overdue balances. The Group assessed the risk
of loss of each customer individually based on their financial information, past trend of payments, letter
of undertaking from banks and external credit ratings, where applicable.
ANNUAL REPORT 2019 99
The following table provides information about the exposure to credit risk and expected credit loss for
trade receivables as at 31 March 2019.
Gross
carrying Loss Net
amount allowance balance
RM RM RM
Group
2019
Not past due 11,064,264 - 11,064,264
Past due 1 - 30 days 3,250,333 - 3,250,333
Past due more than 30 days 29,139,196 (219,065) 28,920,131
43,453,793 (219,065) 43,234,728
Company
2019
Not past due 1,798,558 - 1,798,558
Past due 1 - 30 days 1,094,462 - 1,094,462
Past due more than 30 days 27,965,158 (6,556) 27,958,602
30,858,178 (6,556) 30,851,622
The movements in the allowance for impairment in respect of trade receivables during the year are
shown below:
2019
Group Company
RM RM
The allowance account in respect of trade receivables is used to record impairment losses. Unless the
Group and the Company are satisfied that recovery of the amount is probable, the amount considered
irrecoverable is written off against the receivables.
100 GENETEC TECHNOLOGY BERHAD
Comparative information under MFRS 139, Financial Instruments: Recognition and Measurement
Individual
Gross Impairment Net
RM RM RM
Group
2018
Not past due 12,471,606 - 12,471,606
Past due 1 - 30 days 6,505,687 - 6,505,687
Past due more than 30 days 5,866,157 (616,321) 5,249,836
24,843,450 (616,321) 24,227,129
Company
2018
Not past due 2,329,450 - 2,329,450
Past due 1 - 30 days 1,567,823 - 1,567,823
Past due more than 30 days 3,930,793 (403,812) 3,526,981
7,828,066 (403,812) 7,424,254
The movements in the allowance for impairment losses of trade receivables during the prior year were:
2018
Group Company
RM RM
The allowance account in respect of trade receivables was used to record impairment losses. Unless the
Group and the Company were satisfied that recovery of the amount was possible, the amount considered
irrecoverable was written off against the receivable directly.
ANNUAL REPORT 2019 101
25.4.2 Bank balances placed with licensed banks and other investment with a financial institution
Risk management objectives, policies and processes for managing the risk
Bank balances placed with licensed banks of the Group and the Company arise as part of the
requirements for working capital management purposes. These banks have low credit risks. In addition,
some of the bank balances are insured by government agency. Consequently, the management does not
expect the licensed banks and financial institution to fail to meet their obligations.
As at the end of the reporting period, the Group and the Company have only placed bank balances
with licensed banks. The maximum exposure to credit risk is represented by the carrying amounts in the
statements of financial position.
Impairment losses
As at the end of the reporting period, there was no indication of impairment on bank balances placed
with licensed banks and other investment with a financial institution, accordingly, loss allowance is not
provided for.
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured loans and advances to subsidiaries. The Company monitors the
performance of the subsidiaries regularly.
As at the end of the reporting period, the maximum exposure to credit risk is represented by their
carrying amounts in the statement of financial position.
Impairment losses
An additional allowance for impairment losses on amounts due from subsidiaries of RM18,358 (2018:
RM10,410) was made, resulting in a total year end impairment of RM4,264,937 (2018: RM4,246,579).
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured financial guarantees to banks in respect of banking facilities granted
to a subsidiary. The Company monitors on an ongoing basis the results of the subsidiary and repayments
made by the subsidiary.
102 GENETEC TECHNOLOGY BERHAD
The maximum exposure to credit risk amounts to RM41,500,000 (2018: RM41,500,000) representing the
granted banking facilities of the subsidiary as at the end of the reporting period.
As at the end of the reporting period, there was no indication that the subsidiary would default on
repayment.
The financial guarantees have not been recognised since the fair value on initial recognition was not
material.
Credit risks on other receivables are mainly arising from deposits paid for buildings rented and staff
advances. These deposits will be received at the end of each lease term. The Group manages the credit
risk together with the leasing arrangement.
As at the end of the reporting period, the maximum exposure to credit risk is represented by their
carrying amounts in the statement of financial position.
As at the end of the reporting period, the Company did not recognise any allowance for impairment
losses.
Liquidity risk is the risk that the Group and the Company will not be able to meet their financial obligations
as they fall due. The Group’s and the Company’s exposure to liquidity risk arises principally from their various
payables, loans and borrowings.
The Group and the Company maintain a level of cash and cash equivalents and bank facilities deemed adequate
by management to ensure, as far as possible, that they will have sufficient liquidity to meet their liabilities as and
when they fall due.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
ANNUAL REPORT 2019 103
Maturity analysis
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the
end of the reporting period based on undiscounted contractual payments:
More
Carrying Contractual Contractual Under 1 1–2 2–5 than 5
Amount interest rate cash flows year years years years
RM % RM RM RM RM RM
Group
2019
Non-derivative financial
liabilities
Finance lease liabilities 1,189,248 2.31 - 3.40 1,284,522 419,448 419,448 445,626 -
Secured term loans 10,017,536 4.75 - 7.00 12,944,284 1,573,668 1,573,627 4,488,511 5,308,478
Bankers’ acceptances 3,766,243 4.78 - 5.68 3,777,421 3,777,421 - - -
Revolving loans 2,000,000 5.44 2,018,183 2,018,183 - - -
Trade and other payables 17,472,834 - 17,472,834 17,472,834 - - -
34,445,861 37,497,244 25,261,554 1,993,075 4,934,137 5,308,478
More
Carrying Contractual Contractual Under 1 1–2 2–5 than 5
Amount interest rate cash flows year years years years
RM % RM RM RM RM RM
Group
2018
Non-derivative financial
liabilities
Finance lease liabilities 1,642,290 2.31 - 3.40 1,812,361 465,985 465,985 880,391 -
Secured term loans 10,980,539 4.75 - 7.00 14,518,061 1,573,687 1,573,687 4,707,376 6,663,311
Bankers’ acceptances 4,848,742 4.56 - 5.70 4,866,001 4,866,001 - - -
Revolving loans 3,500,000 5.01 - 5.87 3,520,032 3,520,032 - - -
Trade and other payables 18,202,628 - 18,202,628 18,202,628 - - -
39,174,199 42,919,083 28,628,333 2,039,672 5,587,767 6,663,311
More
Carrying Contractual Contractual Under 1 1–2 2–5 than 5
Amount interest rate cash flows year years years years
RM % RM RM RM RM RM
Company
2019
Non-derivative financial
liabilities
Finance lease liabilities 714,353 2.37 - 3.20 766,626 281,784 281,784 203,058 -
Secured term loans 3,374,986 7.00 3,977,581 842,023 841,982 2,293,576 -
Bankers’ acceptances 3,766,243 4.78 - 5.68 3,777,421 3,777,421 - - -
Revolving loans 2,000,000 5.44 2,018,183 2,018,183 - - -
Trade and other payables 5,928,764 - 5,928,764 5,928,764 - - -
Financial guarantees - - 41,500,000 41,500,000 - - -
15,784,346 57,968,575 54,348,175 1,123,766 2,496,634 -
More
Carrying Contractual Contractual Under 1 1–2 2–5 than 5
Amount interest rate cash flows year years years years
RM % RM RM RM RM RM
Company
2018
Non-derivative financial
liabilities
Finance lease liabilities 952,711 2.37 - 3.20 1,048,530 281,904 281,904 484,722 -
Secured term loans 3,958,422 7.00 4,819,712 842,042 842,042 2,512,441 623,187
Bankers’ acceptances 4,848,742 4.56 - 5.70 4,866,001 4,866,001 - - -
Revolving loans 3,500,000 5.01 - 5.87 3,520,032 3,520,032 - - -
Trade and other payables 4,223,378 - 4,223,378 4,223,378 - - -
Financial guarantees - - 41,500,000 41,500,000 - - -
17,483,253 59,977,653 55,233,357 1,123,946 2,997,163 623,187
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other
prices that will affect the Group’s and the Company’s financial position or cash flows.
The Group and the Company are exposed to foreign currency risk on sales and purchases that are
denominated in a currency other than the respective functional currencies of Group entities and the
functional currency of the Company. The currencies giving rise to this risk are primarily the U.S. Dollar
(“USD”), Singapore Dollar (“SGD”) and Thailand Baht (“THB”).
Risk management objectives, policies and processes for managing the risk
The Group and the Company enter into foreign currency forward exchange contracts in the normal
course of business, where appropriate, to manage their exposure against foreign currency fluctuations on
sales and purchases transactions denominated in foreign currencies.
ANNUAL REPORT 2019 107
The Group’s and the Company’s exposure to foreign currency (a currency which is other than the
functional currencies of the Group entities and the functional currency of the Company) risk, based on
carrying amounts as at the end of the reporting period were:
Denominated in
USD SGD THB
RM RM RM
Group
2019
Trade receivables 32,004,575 - -
Cash and cash equivalents 1,572,625 4,219 235
Forward exchange contracts (408,991) - -
Trade payables (136,262) (539,353) (439,689)
33,031,947 (535,134) (439,454)
2018
Trade receivables 5,941,230 - -
Cash and cash equivalents 9,728,724 4,342 5,646
Forward exchange contracts 1,313,566 - -
Trade payables (856,086) 177,122 (624,825)
16,127,434 181,464 (619,179)
108 GENETEC TECHNOLOGY BERHAD
Denominated in
USD SGD THB
RM RM RM
Company
2019
Trade receivables 29,437,839 - -
Cash and cash equivalents 1,102,624 4,219 235
Forward exchange contracts (408,991) - -
Trade payables (20,384) (125,688) (567,047)
30,111,088 (121,469) (566,812)
2018
Trade receivables 5,257,969 - -
Cash and cash equivalents 9,461,775 4,342 5,646
Forward exchange contracts 1,313,566 - -
Trade payables (12,004) - (600,692)
16,021,306 4,342 (595,046)
Foreign currency risk arises from Group entities and the Company which have RM functional currency.
The exposure to currency risk of Group entities which do not have RM as functional currency is not
material and sensitivity analysis is therefore not presented.
A 10% (2018: 10%) strengthening of the RM against the following currencies at the end of the reporting
period would have increased/(decreased) post-tax profit or loss by the amounts shown below. This
analysis is based on foreign currency exchange rate variances that the Group and the Company
considered to be reasonably possible at the end of the reporting period. This analysis assumes that all
other variables, in particular interest rates, remained constant and ignores any impact of forecasted sales
and purchases.
ANNUAL REPORT 2019 109
Profit or loss
Group Company
2019 2018 2019 2018
RM RM RM RM
A 10% (2018: 10%) weakening of the RM against the above currencies at the end of the reporting period
would have had equal but opposite effect on the above currencies to the amounts shown above, on the
basis that all other variables remained constant.
The Group’s and the Company’s fixed rate borrowings are exposed to a risk of change in their fair value
due to changes in interest rates. The Group’s and the Company’s variable rate borrowings are exposed to
a risk of change in cash flows due to changes in interest rates. Short-term receivables and payables are
not significantly exposed to interest rate risk.
Risk management objectives, policies and processes for managing the risk
The Group and the Company place cash balances with reputable banks to generate interest income for
the Group and the Company. The Group and the Company manage their interest rate risk by placing such
balances on varying maturities and interest rate terms.
The interest rate profile of the Group’s and the Company’s significant interest-bearing financial
instruments, based on carrying amounts as at the end of the reporting period was:
Group Company
2019 2018 2019 2018
RM RM RM RM
The Group and the Company do not account for any fixed rate financial assets and liabilities at fair
value through profit or loss, and the Group and the Company do not designate derivatives as hedging
instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the end
of the reporting period would not affect profit or loss.
A change of 10 basis points (“bp”) in interest rates at the end of the reporting period would have
(decreased)/increased post-tax profit or loss by the amounts shown below. This analysis assumes that all
other variables, in particular foreign currency rates, remained constant.
Profit or loss
10 bp 10 bp 10 bp 10 bp
increase decrease increase decrease
2019 2019 2018 2018
RM RM RM RM
Group
Floating rate instruments (9,133) 9,133 (11,005) 11,005
Company
Floating rate instruments (4,085) 4,085 (5,668) 5,668
Equity price risk arises from the Group’s investments in unit trust fund.
Risk management objectives, policies and processes for managing the risk
Management of the Group will evaluate the risk and return of the unit trust fund to identify the
investment opportunity that is aligned with the Group’s risk appetite prior to investing in the unit trust
fund. The performance of the unit trust fund is monitored on an ongoing basis.
A 10% (2018: 10%) increase in Net Asset Value (“NAV”) of the unit trust fund at the end of the reporting
period would have increased post-tax profit or loss by RM117,228 (2018: RM481,489). A 10% (2018:
10%) decrease in NAV would have had equal but opposite effect on post-tax profit or loss. This analysis
assumes that all other variables remained constant and ignores any impact of forecasted sales and
purchases.
ANNUAL REPORT 2019 111
The carrying amounts of cash and cash equivalents, short-term receivables and payables and short-term
borrowings reasonably approximate their fair values due to the relatively short-term nature of these financial
instruments.
The table below analyses financial instruments carried at fair value and those not carried at fair value for which
fair value is disclosed, together with their fair values and carrying amounts shown in the statement of financial
position.
Group
2019
Financial assets
Other investment - 1,542,478 - 1,542,478 - - - - 1,542,478 1,542,478
Financial liabilities
Forward exchange
contracts - (480,991) - (408,991) - - - - (408,991) (408,991)
Term loans –
secured - - - - - - (10,017,536) (10,017,536) (10,017,536) (10,017,536)
Finance lease
liabilities - - - - - - (1,261,169) (1,261,169) (1,261,169) (1,189,248)
2018
Financial assets
Forward exchange
contracts - 1,313,566 - 1,313,566 - - - - 1,313,566 1,313,566
Other investment - 6,335,375 - 6,335,375 - - - - 6,335,375 6,335,375
Financial liabilities
Term loans -
secured - - - - - - (10,980,539) (10,980,539) (10,980,539) (10,980,539)
Finance lease
liabilities - - - - - - (1,750,207) (1, 750,207) (1,750,207) (1,642,290)
Company
2019
Financial assets
Other investment - 1,542,478 - 1,542,478 - - - - 1,542,478 1,542,478
Financial liabilities
Forward exchange
contracts - (408,991) - (408,991) - - - - (408,991) (408,991)
Term loans -
secured - - - - - - (3,374,986) (3,374,986) (3,374,986) (3,374,986)
Finance lease
liabilities - - - - - - (753,539) (753,539) (753,539) (714,353)
2018
Financial assets
Forward exchange
contracts - 1,313,566 - 1,313,566 - - - - 1,313,566 1,313,566
Other investment - 6,335,375 - 6,335,375 - - - - 6,335,375 6,335,375
Financial liabilities
Term loans -
secured - - - - - - (3,958,422) (3,958,422) (3,958,422) (3,958,422)
Finance lease
liabilities - - - - - - (1,009,685) (1,009,685) (1,009,685) (952,710)
The fair value of an asset to be transferred between levels is determined as of the date of the event of change in
circumstances that caused the transfer.
Derivatives
The fair value of forward exchange contracts is estimated by discounting the difference between the contractual
forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate
(based on government bonds).
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period.
There has been no transfer between Level 1 and 2 fair values during the financial year (2018: no transfer in either
directions).
The methods and assumptions used to estimate the fair value of the financial instruments not carried at fair value
are as follows:
l Term loans - The fair value of term loans is estimated to approximate their carrying amounts as these are
variable rate borrowings.
l Finance lease liabilities - The fair value of finance lease liabilities are estimated based on discounted cash
flows using prevailing market rates of similar lease arrangements.
114 GENETEC TECHNOLOGY BERHAD
The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability
to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Directors monitor and are determined to maintain an optimal debt-to-equity ratio
that complies with debt covenants and regulatory requirements.
The debt-to-equity ratios at 31 March 2019 and 31 March 2018 were as follows:
Group
Note 2019 2018
RM RM
There was no change in the Group’s approach to capital management during the financial year.
Under the requirement of Bursa Malaysia Guidance Note No. 3/2006, the Group is required to maintain a consolidated
shareholders’ equity equal to or not less than 25 percent of the issued and paid-up capital. The Group has complied
with this requirement.
The significant loan covenants of the Group and the Company are disclosed in Note 12. There was no breach of
covenants during the financial year.
27. Contingencies
The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a
future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
Company
2019 2018
RM RM
Guarantees given to financial institutions for banking facilities granted to a subsidiary 41,500,000 41,500,000
ANNUAL REPORT 2019 115
For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the
Group or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise significant
influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company
and the party are subject to common control. Related parties may be individuals or other entities.
Related parties also include key management personnel defined as those persons having authority and responsibility
for planning, directing and controlling the activities of the Group either directly or indirectly. The key management
personnel include all the Directors of the Group.
The Group has related party relationships with its subsidiaries, an affiliate company and its subsidiaries and key
management personnel.
Related party transactions have been entered into in the normal course of business under normal trade terms.
The significant related party transactions of the Group and the Company, other than key management personnel
compensation which is disclosed in Note 21 are shown below. The balances related to the below transactions are
shown in Notes 8 and 15. The impairment loss made on the balances with related parties are disclosed in Note 8.
Group Company
2019 2018 2019 2018
RM RM RM RM
Subsidiaries
Purchases - - 448 582
Sales - - - (1,710)
As at 31 March 2019, the balances outstanding owing to subsidiaries of an affiliate company, KVC Industrial Supplies
Sdn. Bhd. and TSA Industries Sdn. Bhd. are RM218,190 (2018: RM99,078) and RM21,855 (2018: RM6,182) respectively.
The Company intends to seek approval from the shareholders to purchase its own shares of up to ten percent
(10%) of its issued shares at any point in time at the forthcoming AGM.
116 GENETEC TECHNOLOGY BERHAD
During the year, the Group and the Company adopted MFRS 15, Revenue from Contracts with Customers, and MFRS 9,
Financial Instruments, on their financial statements.
The Group and the Company have adopted MFRS 15 using the cumulative effect method. The cumulative effect
of applying the new standard is recognised at the beginning of the year of initial application, with no restatement
of comparative period.
The adoption of the new standard has no impact on the Group’s and the Company’s financial statements apart
from extended disclosures as presented in Note 16.
a. Transition
In the adoption of MFRS 9, the following transitional exemptions as permitted by the standard have been
adopted:
i) The Group and the Company have not restated comparative information for prior periods with respect
to classification and measurement (including impairment) requirements. The adoption of MFRS 9 has
no significant effect on the classification and measurement of financial assets and financial liabilities
of the Group and the Company. Accordingly, the information presented for 2018 does not generally
reflect the requirements of MFRS 9, but rather those of MFRS 139, Financial Instruments: Recognition
and Measurement.
ii) The following assessments have been made based on the facts and circumstances that existed at the
date of initial application:
- the determination of the business model within which a financial asset is held; and
- the designation and revocation of previous designations of certain financial assets and financial
liabilities as measured at FVTPL.
iii) Loss allowance for receivables (other than trade receivables) is recognised at an amount equal to
lifetime expected credit losses until the receivable is derecognised.
ANNUAL REPORT 2019 117
b. Classification of financial assets and financial liabilities on the date of initial application of MFRS 9
The following table shows the measurement categories under MFRS 139 and the new measurement
categories under MFRS 9 for each class of the Group’s financial assets as at 1 April 2018:
1 April 2018
Reclassification to new MFRS 9 category
Fair value
through Amortised
profit or loss cost
Category under MFRS 139 31 March 2018 Remeasurement (“FVTPL”) (“AC”)
RM RM RM RM
Group
Financial assets
Loans and receivables
Trade and other receivables 25,183,938 - - 25,183,938
Cash and cash equivalents 16,118,866 - - 16,118,866
41,302,804 - - 41,302,804
b. Classification of financial assets and financial liabilities on the date of initial application of MFRS 9
(continued)
The following table shows the measurement categories under MFRS 139 and the new measurement
categories under MFRS 9 for each class of the Company’s financial assets as at 1 April 2018:
1 April 2018
Reclassification to new MFRS 9 category
Fair value
through Amortised
profit or loss cost
Category under MFRS 139 31 March 2018 Remeasurement (“FVTPL”) (“AC”)
RM RM RM RM
Company
Financial assets
Loans and receivables
Trade and other receivables 8,166,886 - - 8,166,886
Cash and cash equivalents 12,393,232 - - 12,393,232
20,560,118 - - 20,560,118
b. Classification of financial assets and financial liabilities on the date of initial application of MFRS 9
(continued)
The following table shows the measurement categories under MFRS 139 and the new measurement
categories under MFRS 9 for each class of the Group and the Company’s financial liabilities as at 1 April
2018:
1 April 2018
Reclassification to new MFRS 9 category
Fair value
through Amortised
profit or loss cost
Category under MFRS 139 31 March 2018 Remeasurement (“FVTPL”) (“AC”)
RM RM RM RM
Group
Financial liabilities measured at
amortised cost
Loans and borrowings (20,971,571) - - (20,971,571)
Trade and other payables (18,202,628) - - (18,202,628)
(39,174,199) - - (39,174,199)
Company
Financial liabilities measured at
amortised cost
Loans and borrowings (13,259,875) - - (13,259,875)
Trade and other payables (4,223,378) - - (4,223,378)
(17,483,253) - - (17,483,253)
Trade and other receivables that were classified as loans and receivables under MFRS 139 are now
reclassified at amortised cost.
(ii) Reclassification from FVTPL designated upon initial recognition to mandatorily FVTPL
recognition
These are equity investments which are not held for strategic purposes. There is no change in the
carrying amount as going forward those investments are mandatorily recognised as FVTPL.
120 GENETEC TECHNOLOGY BERHAD
STATEMENT BY DIRECTORS
Pursuant to Section 251(2) of the Companies Act 2016
In the opinion of the Directors, the financial statements set out on pages 41 to 119 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies
Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31
March 2019 and of their financial performance and cash flows for the financial year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
STATUTORY DECLARATION
Pursuant to Section 251(1)(b) of the Companies Act 2016
I, Tan Kon Hoan, the officer primarily responsible for the financial management of Genetec Technology Berhad, do solemnly
and sincerely declare that the financial statements set out on pages 41 to 119 are, to the best of my knowledge and
belief, correct and I make this solemn declaration conscientiously believing the declaration to be true, and by virtue of the
Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the State of Federal Territory on 10 July 2019.
Before me:
No. W681
RAJEEV SAIGAL
Commissioners for oaths
Kuala Lumpur, Federal Territory
ANNUAL REPORT 2019 121
Opinion
We have audited the financial statements of Genetec Technology Berhad, which comprise the statements of financial position
as at 31 March 2019 of the Group and of the Company, and the statements of profit or loss and other comprehensive
income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 41
to 119.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 March 2019 and of their financial performance and cash flows for the year then ended in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the
Financial Statements section of our auditors’ report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the Group and of the Company for the current financial year. These matters were addressed in the
context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Refer to Note 16 of the financial statements and Note 2(m)(i) - significant accounting policy.
Revenue is an important measure used to evaluate performance of the Group and the Company. Revenue is recognised
when control over a product or service has been transferred to customer.
We identified revenue recognition as a key audit matter because there was a risk that revenue might be overstated
because of the pressure on the Group and the Company to achieve performance targets. The focus on revenue as a
key performance measure could create a pressure for revenue to be recognised before the transfer of control over a
product or service to customer.
122 GENETEC TECHNOLOGY BERHAD
Our procedures included, amongst others, evaluating revenue recognition accounting policies of the Group and
the Company and assessing compliance with key applicable accounting standards. We evaluated the design and
implementation of key controls over revenue recognition and tested the operating effectiveness of these controls.
We tested certain sales transactions recognised in the current financial year by agreeing the transactions to the
delivery documents that were acknowledged by customers. We also tested sales transactions recognised both before
and after the reporting date to assess whether revenue was recognised in the appropriate financial periods.
We obtained written confirmation from certain trade debtors on outstanding balances and performed alternative procedures
for non-replies by checking the sales invoices to the delivery documents that were acknowledged by customers.
We developed an expectation of the current year revenue amount and compared this expectation to actual results.
In addition, we inspected journal entries posted to the revenue accounts during the year and subsequent to year
end which met certain criteria and ascertained that the journal entries were properly supported and approved by the
appropriate authority.
We also considered the adequacy of the disclosures in the financial statements in respect of revenue.
Refer to Note 4 of the financial statements and Note 2(f) - significant accounting policy.
The Group assesses the goodwill for impairment annually. The Group’s goodwill on consolidation amounted to
RM10,559,876 as of 31 March 2019. There was a risk that the carrying value of the Group’s goodwill may not be
recovered from future cash flows which may be affected by future market or economic conditions. We identified
valuation of goodwill as a key audit matter because of the inherent uncertainty involved in projecting and discounting
future cash flows.
Our audit procedures included, among others, testing of the Group’s impairment assessment for cash-generating units
(“CGUs”) containing goodwill. The recoverable amounts of the CGUs were determined based on value in use (“VIU”)
calculations. In assessing VIU, we obtained the discounted cash flow projections and evaluated the key estimates and
assumptions used, in particular those relating to revenue growth, gross profit margins, and the discount rate and
terminal growth rate applied to the cash flow projections in the impairment assessment model. We assessed the key
estimates and assumptions, with reference to internally and externally derived sources and taking into account the
CGUs’ historical achievements.
Sensitivity analyses were performed across the different elements of the impairment assessment model in order to
understand which judgements and assumptions were most sensitive in relation to the management’s recoverable amounts.
We also considered the adequacy of the Group’s disclosures in the financial statements in respect of goodwill and its
impairment assessment.
ANNUAL REPORT 2019 123
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information
included in the Directors’ Report and Statement on Risk Management and Internal Control (but does not include the
financial statements of the Company and our auditors’ report thereon), which we obtained prior to the date of this auditors’
report, and the remaining parts of the annual report, which are expected to be made available to us after that date.
Our opinion on the financial statements of the Group and of the Company does not cover the annual report and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements of the Group and of the Company or our knowledge obtained in the audit, or otherwise appears
to be materially misstated. If, based on the work we have performed on the other information, we conclude that there is a
material misstatement, we are required to report that fact. We have nothing to report in this regard.
When we read the remaining parts of the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the Directors of the Company and take appropriate actions in accordance with the
approved standards on auditing in Malaysia and International Standards on Auditing.
The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for
such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group
and of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability
of the Group and of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company
or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
124 GENETEC TECHNOLOGY BERHAD
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
l Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal
control of the Group and of the Company.
l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
l Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the ability of the Group or of the Company to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial
statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or
conditions may cause the Group or the Company to cease to continue as a going concern.
l Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that gives a true and fair view.
l Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company of the current financial year and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors’
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
ANNUAL REPORT 2019 125
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we
have not acted as auditors are disclosed in Note 5 to the financial statements.
Other Matter
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies
Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this
report.
The Directors are responsible for the preparation of financial statements for each financial year so as to give a true and fair
view of the state of affairs of the Group and the Company and of the results and cash flows of the Group and the Company
for the financial year then ended.
In preparing the financial statements, the Directors have made judgements and estimates that are reasonable and prudent,
adopted appropriate accounting policies and applied them consistently, and prepared the annual audited financial
statements on a going concern basis.
The Directors are responsible for ensuring that proper accounting and other records are kept which disclose with reasonable
accuracy at any time the financial position of the Group and the Company and to enable them to ensure that the financial
statements comply with the provisions of the Companies Act 2016 and applicable approved Financial Reporting Standards in
Malaysia.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and of the Company, and
to prevent and detect fraud and other irregularities.
ANNUAL REPORT 2019 127
Land
area/ Net book
Approximate Built-up value @ Age of
tenure/Year Description/ area 31.03.19 building Date of
No. Address of expiry Existing use (sq. ft.) (RM’000) (years) acquisition
1. Lot 7, Jalan P10/11, Seksyen 10, 99 years Leasehold/ 61,450/ 10,759 11 31 March 2008
Kawasan Perusahaan Bangi, expiring in Land with 3 44,405
43650 Bandar Baru Bangi, 2098 storey office
Selangor Darul Ehsan. and factory
2. No. 59, Jalan P/21, Selaman 99 years Leasehold 22,723/ 1,872 14 20 March 2006
Industrial Park, Seksyen 10, expiring in 1½ - storey 13,603
43650 Bandar Baru Bangi, 2098 detached
Selangor Darul Ehsan. factory/Office
building
3. Lot 11734, Persiaran Subang 99 years Leasehold 81,911/ 15,352 29 15 June 2011
Indah, Taman Perindustrian expiring in 1½ - storey 49,217
Subang, 47610 Subang Jaya, 2090 office and
Selangor Daru Ehsan. factory
128 GENETEC TECHNOLOGY BERHAD
The Company did not raise funds through any corporate exercise during the financial year ended 31 March 2019.
The ESOS approved at the Extraordinary General Meeting held on 5 August 2010 and completed on 19 December
2017 is the only share option scheme of the Company in existence as at the financial year ended 31 March 2019 (FYE
2019). The information in relation to the ESOS is as follows:
FYE 2019
Options
There were no new options granted pursuant to ESOS in respect of FYE 2019.
ANNUAL REPORT 2019 129
The breakdown of the options offered to and exercised by Non-Executive Directors during the financial year under
review:
Outstanding Outstanding
as at 1 April as at 31 March
Name of Director 2018 Exercised 2019
During the financial year, the audit fees and non-audit fees paid/payable to the Company’s external auditors by the
Company and by the Group incurred for services rendered were as follows: -
Group Company
(RM) (RM)
4) MATERIAL CONTRACTS
There were no material contracts entered into by the Company and its subsidiaries involving the interests of the
directors, chief executive who is not a director or major shareholders of the Company, either still subsisting at the end
of the financial year, or which were entered into since the end of the previous financial year.
130 GENETEC TECHNOLOGY BERHAD
The significant recurrent related party transactions conducted during the financial year ended 31 March 2019 were as
follows:
1. CLT Engineering Sdn Bhd Tan Moon Teik is a Director of Sale of machines and -
(“CLT”) Genetec. He is also a Director components
and Major Shareholder of CLT
Purchase of fabrication parts 448
Chin Kem Weng is a Director
of Genetec. He is also a
Director and indirect Major
Shareholder of CLT (via his
shareholding in Genetec)
2. Cotel Precision Industries Chen Khai Voon is a Purchase of precision measuring 54,050
Sdn Bhd (“Cotel”) Director and indirect Major instruments
Shareholder of Genetec (via
his shareholdings in KVC
Corporation Sdn Bhd (“KVC
Corp”). He is also an indirect
Major Shareholder of Cotel
(via his shareholdings in KVC
Corp, KVC Properties Sdn.
Bhd. and KVC )
3. KVC Industrial Supplies Chen Khai Voon is a Director Purchase of industrial products 606,765
Sdn Bhd (“KVC”) and an indirect Major
Shareholder of Genetec (via Sale of fabrication parts -
his shareholdings in KVC
Corp). He is also a Director
and an indirect Major
Shareholder of KVC (via his
shareholdings in KVC Corp
and KVC Properties Sdn, Bhd.)
4. TSA Industries Sdn Bhd Chen Khai Voon is a Director Purchase of industrial hardware 35,573
(“TSA”) and an indirect Major
Shareholder of Genetec (via
his shareholdings in KVC
Corp). He is also a Director
and an indirect Major
Shareholder of TSA (via his
shareholdings in KVC Corp
and KVC Properties Sdn. Bhd.)
ANALYSIS OF SHAREHOLDINGS
As at 28 June 2019
No. of % of No. of % of
Size of Holdings Holders Holders Shares Held Issued Shares
ANALYSIS OF SHAREHOLDINGS
As at 28 June 2019
No. of
Name Options %
ANALYSIS OF SHAREHOLDINGS
As at 28 June 2019
30 largest shareholders
No. of Percentage
Name Shares Held (%)
NOTICE IS HEREBY GIVEN THAT the Twenty-First Annual General Meeting (“21st AGM”) of Genetec Technology Berhad
(“Genetec” or the “Company”) will be held at Multi-Purpose Hall, 2nd Floor, Lot 5, Jalan P10/12, Kawasan Perusahaan Bangi,
43650 Bandar Baru Bangi, Selangor Darul Ehsan, on Wednesday, 28 August 2019 at 10.00 a.m. for the following purposes:-
AGENDA
AS ORDINARY BUSINESS:
1. To receive the Audited Financial Statements for the financial year ended 31 March 2019 (Please refer to
together with the Reports of the Directors and Auditors thereon. Explanatory Note 1)
2 To approve the payment of Directors’ fees of RM240,000 for the financial year ending 31 Ordinary Resolution 1
March 2020. (Please refer to
Explanatory Note 2)
3. To re-elect the following Directors who is retiring in accordance with the Company’s
Constitution and being eligible, have offered themselves for re-election:-
4. To re-appoint Messrs KPMG PLT as Auditors of the Company for the ensuing year and to Ordinary Resolution 5
authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS:
To consider, and if thought fit, to pass the following resolutions, with or without modifications thereto:-
6. Authority to issue and allot SHARES Pursuant to Sections 75 and 76 of Ordinary Resolution 7
the Companies Act 2016 (Please refer to
Explanatory Note 4
“THAT, subject always to the Companies Act, 2016, the Constitution of the Company, the
ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa
Securities”) and the approval of any relevant governmental and/or regulatory authorities,
where such approval is required, the Directors of the Company be authorised and
empowered pursuant to Sections 75 and 76 of the Companies Act, 2016 to:
at any time and from time to time and upon such terms and conditions and for such
purposes and to such persons as the Directors may, in their absolute discretion deem fit,
provided that the aggregate number of shares to be issued pursuant to this resolution does
not exceed ten per centum (10%) of the total number of issued shares of the Company as
prescribed by the AMLR of Bursa Securities and such authority shall commence immediately
upon passing of this resolution and continue to be in force until the conclusion of the
next Annual General Meeting of the Company or when it is required by law to be held,
whichever is earlier, unless such approval be revoked and varied at any time by a resolution
passed by the shareholders of the Company in a general meeting AND THAT:
(a) approval and authority be given to the Directors of the Company to take all such
actions that may be necessary and/or desirable to give effect to this resolution and
in connection therewith to enter into and execute on behalf of the Company any
instrument, agreement and/or arrangement with any person, and in all cases with full
power to assent to any condition, modification, variation and/or amendment (if any)
in connection therewith; and
(b) the Directors of the Company be empowered to obtain the approval for the listing of
and quotation for the additional shares so issued on Bursa Securities.”
7. Proposed authority for the Company to purchase its own shares of up Ordinary Resolution 8
to 10% of its total number of issued shares (“Proposed Share Buy-Back”) (Please refer to
Explanatory Note 5
“THAT subject to the compliance with Section 127 of the Companies Act 2016 (“Act”),
the Constitution of the Company, the ACE Market Listing Requirements (“AMLR”) of
Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approval of any relevant
governmental and/or regulatory authorities, where such approval is required, the Company
be authorised to purchase such number of ordinary shares in the Company as may be
determined by the Directors of the Company from time to time through Bursa Securities
upon terms and conditions as the Directors may deem fit, necessary and expedient in the
interest of the Company, provided that:
(i) the aggregate number of ordinary shares which may be purchased and/or held by
the Company at any point of time pursuant to this resolution shall not exceed 10%
of the total number of issued shares of the Company including the shares previously
purchased and retained as treasury shares (if any); and
(ii) the maximum funds to be allocated by the Company for the purpose of purchasing
its own shares shall not exceed the total retained profits of the Company, upon such
terms and conditions as set out in the Statement/Circular to Shareholders dated 29
July 2019.
THAT such authority conferred by this resolution shall commence immediately upon the
passing of this resolution and continue to be in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following
the general meeting at which such resolution is passed, at which time it will lapse,
unless by ordinary resolution passed at that meeting, the authority is renewed, either
unconditionally or subject to conditions; or
(b) the expiration of the period within which the next AGM of the Company after that
date is required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders of the Company
in a general meeting,
ANNUAL REPORT 2019 137
whichever occurs first, but not so as to prejudice the completion of purchase(s) made by
the Company before the aforesaid expiry date and in any event, in accordance with the
provisions of the AMLR of Bursa Securities and any prevailing laws, rules, regulations,
orders, guidelines and requirements issued by any relevant authorities.
THAT the Directors of the Company be authorised to deal with the ordinary shares so
purchased, in their absolute discretion in all or any of the following manner:
(ii) to retain the shares so purchased as treasury shares (of which may be dealt with in
accordance with Section 127(7) of the Act);
(iii) retain part of the shares so purchased as treasury shares and cancel the remainder; or
(iv) in any other manner as may be permitted and prescribed by the Act, the AMLR of
Bursa Securities and any other relevant authorities for the time being in force.
AND THAT the Directors of the Company be authorised and empowered to take such
steps as are necessary and/or desirable to give effect to this resolution (including without
limitation opening and maintaining central depository account(s)) and in connection
therewith to enter into and execute on behalf of the Company any agreements,
arrangements and guarantees with any person and in all cases with full power to assent to
any conditions, modifications, variations and/or amendments as may be imposed by Bursa
Securities or any relevant regulatory authority, and to do all such acts and things as the
Directors may deem fit and expedient in the best interest of the Company.”
“THAT, subject to the provisions of the ACE Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be given for the Company and/or its subsidiaries, to enter into
recurrent related party transactions of a revenue or trading nature with the related parties
as set out in the Statement/Circular to Shareholders dated 29 July 2019 which are necessary
for the day-to-day operations in the ordinary course of business of the Company and/or
its subsidiaries on normal commercial terms which are not more favourable to the related
parties than those generally available to the public and are not detrimental to the minority
shareholders of the Company and the Proposed Renewal of Shareholders’ Mandate is
subject to annual renewal and disclosure is made in the Annual Report of the aggregate
value of transactions conducted pursuant to the shareholders’ mandate during the financial
year and that such approval shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which
time it will lapse, unless the authority is renewed by a resolution passed at that
meeting; or
(b) the expiration of the period within which the next AGM of the Company after that
date it is required to be held pursuant to Section 340(2) of the Companies Act, 2016
(but shall not extend to such extension as may be allowed pursuant to Section 340(4)
of the Companies Act, 2016); or
whichever is earlier.
138 GENETEC TECHNOLOGY BERHAD
AND THAT authority be given to the Directors of the Company to complete and do all such
acts and things (including executing all such documents as may be required) as they may
consider expedient or necessary in the best interest of the Company to give effect to the
transactions contemplated and/or authorised by this resolution.”
AND THAT the Directors of the Company be authorised to do all acts, deeds and things as
are necessary and/or expedient with full powers to assent to any variations, modifications
and/or amendments as may be required by any relevant authorities to give full effect to the
foregoing.”
10. To transact any other business that may be transacted at an Annual General Meeting of
which due notice shall have been given in accordance with the Companies Act 2016 and the
Company’s Constitution.
Notes:
1. A member of the Company entitled to attend, speak and vote at the meeting shall be entitled to appoint more than one (1) proxy
(subject always to a maximum of two (2) proxies at each meeting) to attend, participate, speak and vote in his stead. A proxy may but
need not be a member of the Company. However, his attendance at the general meeting shall automatically revoke the proxy form
and proxy’s authority.
2. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”), it may
appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of
the Company standing to the credit of the said securities account.
3. Where a member of the Company is an exempt authorised nominee as defined under SICDA which holds ordinary shares in the
Company for the multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
4. Where a member or the authorised nominee appoint two (2) proxies, or where an exempt authorised nominee appoints two (2) or
more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the
proxies.
5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or,
if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney of the corporation duly
authorised in writing.
ANNUAL REPORT 2019 139
6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially
certified copy of that power or authority shall be deposited at the Share Registrar’s office at Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer Service Centre at
Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur not less than 48 hours
before the time appointed for holding the meeting or any adjournment thereof.
7. For the purpose of determining a member who shall be entitled to attend, speak and vote at the forthcoming 21st AGM, the
Company shall be requesting a Record of Depositors as at 22 August 2019. Only a depositor whose name appears on such Record
of Depositors shall be entitled to attend, speak and vote at the said meeting as well as for appointment of proxy(ies) or authorised
representative to attend, speak and vote on his/her stead.
8. Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this
Notice will be put to vote by way of a poll.
The audited financial statements and reports are laid in accordance with as the provision of Section 340(1)(a) of the Companies Act
2016 for discussion only under Agenda 1. They do not require shareholders’ approval and hence this agenda is not put forward for
voting.
Section 230(1) of the Companies Act 2016 provides amongst others, that the fees of the directors and any benefits payable to the
directors of a listed company and its subsidiaries shall be approved at a general meeting.
The Board of Directors decided that the Directors’ fees for the financial year ending 31 March 2020 (“FY2020”) be maintained as the
previous financial year for each Director. Followed by the resignation of a non-executive director, the proposed Directors’ fees for
FY2020 is RM240,000 (FY2019 : RM312,000).
The proposed Ordinary Resolution 1 is to facilitate payment of Directors’ fees on current financial year basis, based on the current
Board size and assuming that all Directors shall hold office until the end of the financial year. In the event the Directors’ fees proposed
is insufficient (due to enlarged Board size), approval will be sought at the next Annual General Meeting for additional fees to meet the
shortfall.
The Board on the recommendation of the Nomination Committee who has carried out an assessment of the Directors has
recommended that Mr Hew Voon Foo who has served as Independent Non-Executive Director of the Company for a cumulative term
of more than nine (9) years be retained and continue to act as Independent Non-Executive Director of the Company based on the
following justifications:
(a) He fulfilled the criteria under the definition of Independent Director as stated in the ACE Market Listing Requirements of Bursa
Malaysia Securities Berhad.
(b) He has familiarised himself with the business and provides the element of objectivity to the Board of Directors.
(c) He has actively participated in the board and board committee meetings and possesses the appropriate competencies to
enable him to apply professional judgment.
(d) He has devoted sufficient time and efforts and exercised due care in all undertakings of the Company and has acted and
carried out his fiduciary duties in the interest of the Company during his tenure as Independent Director.
The proposed Ordinary Resolution 6, if passed, will enable Mr Hew Voon Foo to continue to act as Independent Director of the
Company.
4. Authority to Issue and Allot Shares Pursuant to Sections 75 and 76 of the Companies Act 2016
The proposed Ordinary Resolution 7, if passed, is to renew the authority granted to the Directors of the Company to issue and
allot shares up to and not exceeding in total 10% of the total number of issued shares of the Company for the time being for such
purposes as the Directors consider would be in the best interest of the Company without convening a general meeting. This authority,
unless revoked or varied by the shareholders of the Company at a general meeting, will expire at the conclusion of the next Annual
General Meeting (“AGM”) of the Company.
140 GENETEC TECHNOLOGY BERHAD
The Company has been granted a general authority by its shareholders at the last AGM held on 21 August 2018 and it will lapse
at the conclusion of the 21st AGM. At as the date of this Notice, the Company has not issued any new shares under the general
authority which was granted at the last AGM.
The renewed mandate, if granted, will provide flexibility to the Company for any possible fund raising activities, including but not
limited to future investment project(s), business expansion and/or working capital purpose as the Directors may in their absolute
discretion deem fit and to avoid any delay and cost in convening general meetings to approve such issue of shares.
This proposed Ordinary Resolution 8, if passed, will allow the Directors of the Company to exercise the power of the Company to
purchase the Company’s shares not more than ten percent (10%) of the total number of issued shares of the Company at any time
within the time period stipulated in the AMLR of Bursa Securities. This authority, unless revoked or varied by the Company at a
general meeting, shall continue to be in full force until the conclusion of the next AGM of the Company.
Further details are set out in the Statement/Circular to Shareholders dated 29 July 2019 which is despatched together with this Annual
Report.
For the proposed Ordinary Resolution 9, please refer to the Statement/Circular to Shareholders dated 29 July 2019 which is
despatched together with this Annual Report for detailed information of the Proposed Renewal of Shareholders’ Mandate.
The proposed Special Resolution 1, if passed, will bring the Company’s Constitution in line with the enforcement of the Companies Act
2016 which came into force on 31 January 2017, the updated provision of the AMLR of Bursa Securities and to enhance administrative
efficiency. The proposed new constitution shall take effect once the Special Resolution has been passed by a majority of not less than
75% of such members who are entitled to vote and do vote in person or by proxy at the 21st AGM.
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
Pursuant to Rule 8.29(2) of the AMLR of Bursa Securities
1. Details of individual who are standing for election as Directors (excluding directors standing for re-election)
As at date of this Notice, there is no individual is seeking election as a Director of the Company at the 21st AGM.
2. Statement relating to general mandate for issue of securities in accordance with Rule 6.04(3) of the AMLR of
Bursa Securities
Details of the general mandate to issue securities in the Company pursuant to Sections 75 and 76 of the Companies
Act, 2016 are set out in the proposed Ordinary Resolution 7 as stated in the Notice of 21st AGM.
(445537-W)
(Incorporated in Malaysia)
of
(FULL ADDRESS)
or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the Twenty-First
Annual General Meeting (“21st AGM”) of the Company to be held at Multi-Purpose Hall, 2nd Floor, Lot 5, Jalan P10/12, Kawasan Perusahaan
Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan, on Wednesday, 28 August 2019 at 10.00 a.m. and at any adjournment thereof in the
manner as indicated below:
(Please indicate with an “X” in the spaces provided above as to how you wish your vote to be cast. In the absence of specific directions, the
proxy will vote or abstain from voting at his/her discretion.)
Notes:
1. A member of the Company entitled to attend, speak and vote at the meeting shall be entitled to appoint more than one (1) proxy (subject always to a maximum of two
(2) proxies at each meeting) to attend, participate, speak and vote in his stead. A proxy may but need not be a member of the Company. However, his attendance at the
general meeting shall automatically revoke the proxy form and proxy’s authority.
2. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”), it may appoint at least one (1) proxy but
not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
3. Where a member of the Company is an exempt authorised nominee as defined under SICDA which holds ordinary shares in the Company for the multiple beneficial
owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each
omnibus account it holds.
4. Where a member or the authorised nominee appoint two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of
shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation,
either under its common seal or under the hand of an officer or attorney of the corporation duly authorised in writing.
6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority
shall be deposited at the Share Registrar’s office at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur
not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
7. For the purpose of determining a member who shall be entitled to attend, speak and vote at the forthcoming 21st AGM, the Company shall be requesting a Record of
Depositors as at 22 August 2019. Only a depositor whose name appears on such Record of Depositors shall be entitled to attend, speak and vote at the said meeting as
well as for appointment of proxy(ies) or authorised representative to attend, speak and vote on his/her stead.
8. Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of 21st AGM will be put to
vote by way of a poll.
9. Any alteration in this form must be initialed.
fold here
AFFIX
STAMP
fold here
ANNUAL REPORT 2019
2019
Kawasan Perusahaan Bangi
43650 Bandar Baru Bangi
Selangor Darul Ehsan, Malaysia
Tel: 603 8926 6388 Fax: 603 8926 9689
www.genetec.net ANNUAL REPORT