INFINIO GROUP LIMITED
Company Registration No. 199801660M
2 Leng Kee Road
#03-04 Thye Hong Centre
Singapore 159086
Tel: +65 6336 2338
Fax: +65 6336 6929
INFINIO GROUP LIMITED 2014 ANNUAL
REPORT
INFINIO GROUP LIMITED ANNUAL REPORT 2014
This Annual Report has been prepared by the Company and its contents have
been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd.
("Sponsor"), for compliance with the relevant rules of the Singapore Exchange
Securities Trading Limited (the "SGX-ST") Listing Manual Section B – Rules of
Catalist. The Sponsor has not independently verified the contents of this Annual
Report. This Annual Report has not been examined or approved by the SGX-ST.
The Sponsor and the SGX-ST assume no responsibility for the contents of this
Annual Report, including the correctness of any of the statements or opinions
made or reports contained in this Annual Report.
The contact person for the Sponsor is Mr Yap Wai Ming:
Tel: 6389 3000 Email: waiming.yap@stamfordlaw.com.sg
CORPORATE PROFILE 01
LETTER TO SHAREHOLDERS 02
BOARD OF DIRECTORS 04
OUR BUSINESS – MOVING FORWARD 06
OPERATIONS REVIEW 07
CORPORATE DIRECTORY 09
FINANCIAL REVIEW 10
CORPORATE GOVERNANCE STATEMENT 12
FINANCIAL CONTENTS 32
DETAILED TRADING AND PROFIT OR LOSS ACCOUNT 114
DISTRIBUTION, MARKETING AND ADMINISTRATIVE EXPENSES 116
ADDITIONAL DISCLOSURE REQUIREMENTS 117
STATISTICS OF SHAREHOLDINGS 120
NOTICE OF ANNUAL GENERAL MEETING 122
PROXY FORM
CONTENTS
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 01
CORPORATE PROFILE
With the view to building new earnings stream for
the future, Infinio is continuing to seek investment
opportunities to develop its portfolio of mineral resource
mines.
Currently, the Company is still operating the online
gaming business albeit on a small scale with its
operations outsourced.
Infinio is listed on the Catalist board of SGX-ST.
Infinio Group Limited (“Infinio” and together with
its subsidiaries, the “Company”) has embarked on
a business transformation to expand its focus from
technology, content and solutions into mineral resource,
to re-establish the Company with a sustainable and
stable business.
The Company made a breakthrough into the mineral
resource industry with the acquisition of Summit Light
Ventures Ltd, which holds the mining and prospecting
licenses of Birthday Gold Mine in the Bullfinch area in
Western.
LETTER TO SHAREHOLDERS
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 02
Dear Shareholders,
Infinio Group Limited (“Infinio” and together with its
subsidiaries, the “Company”) has embarked on its
transformation process in the last 12 months of our
financial year, upon the decision to re-establish the
Company with a sustainable and stable growth business.
The Company has gone through the restructuring
exercise to dispose unprofitable IPTV solutions business,
settle the bulk of litigation liabilities, and seek financing
to provide working capital and reposition itself for
investment opportunities in the last financial year.
The management made swift decision and completed
the intended acquisition of Summit Light Ventures Ltd
(“Summit”) which was set up to consolidate the assets
known as Birthday Gold Mine in Western Australia within
the financial year. Summit has acquired 100% of the
rights and benefits to a Mining Lease (“ML77/450”)
comprising an area of approximately 54.25 hectares
known and a Prospecting Licence (“P77/3982”) with
the right to prospect for gold and other minerals in the
vicinity of the Birthday Gold Mine. Gold of high grade has
been successfully mined between 2000 and 2012 from
this specific mine area.
With the successful acquisition of the Birthday Gold
Mine, the management continues to seek new
investment opportunities to enhance the potential
revenue and income stream for the Company. Currently,
the management is in the process of conducting
due diligence and finalising negotiations on funding
requirements for another proposed acquisition, a copper
and gold mine located in North Sumatra, Indonesia.
The successful acquisition of the gold mine in Western
Australia has prompted the Company to reorganise its
management team and Board of Directors to align with
the objectives of the new direction of the Company.
Re-Composition of the Board of Directors
In view of the Company’s new core business in the
mineral resource industry, the Board of Directors
acknowledged and appreciate the technical knowledge
and existing mining projects possessed by Mr Wong
Kuan Kit Keith, a Non-Executive Director of the
Company. The Board has since appointed Mr Wong as
the Executive Director with effect from 1 April 2014.
Mr Wong played an instrumental role to the recent
acquisition of Summit Light Ventures Ltd.
Mr Choo Siew Lohk is appointed as an Independent
Director of the Company with effect from 31 March
2014 to assume the role and responsibilities of Mr
Mick Teoh Hong Fu as the Member of the Company’s
Audit Committees, Remuneration Committees and the
Company’s Nominating Committee.
As part of the reorganisation of the Board’s composition
to better align with the Company’s restructuring plans,
Mr Raymond Ho D’orville, an Executive Director with the
Company since 4 December 2012, has relinquished his
duties and stepped down from the Board on 31 March
2014.
LETTER TO SHAREHOLDERS
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 03
Mr Mick Teoh Hong Fu, an Independent Director as
well as the Chairman of the Company’s Audit and
Remuneration Committees and Member of the
Company’s Nominating Committee since 4 December
2012, has stepped down from the Board on 28 March
2014 to pursue his personal interest.
The Board of Directors extend our sincere appreciation
to Mr Raymond Ho D’Orville and Mr Mick Teoh Hong Fu,
for their invaluable contributions to the Company.
Going Forward and Appreciation
The Board of Directors wishes to take this opportunity to
express our gratitude to shareholders, staffs, business
associates, customers and other stakeholders who stood
by the Company.
Together with the management team, we will continue
to strive to build a sustainable and stable business in the
mineral resource industry with the objective to enhance
greater value for the shareholders.
Yours sincerely,
WONG KUAN KIT KEITH
EXECUTIVE DIRECTOR
BOARD OF DIRECTORS
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 04
Mr Lim Yeow Sun has previously represented BF Goodrich Aerospace as
their exclusive representative in Indonesia for the aviation industry. He was
also involved in minerals and resources trading and coal and gold related
processing equipment, and has more than 30 years of experience in the
jewellery industries. His network of contacts and prior experience in business
development and resource trading stands him in good stead to help spearhead
the Company’s diversification of the business of the Group into mining-related
businesses.
Mr Hong has served as a Director of our Group since June 2003. He acted
as the Group’s Acting CEO and served as CEO of Infinio Korea Co., Ltd, the
Group’s wholly-owned subsidiary before his resignation as Executive Director
of our group. He was re-appointed as a Non-Executive Director of the Group
on 4 December 2012. He serves as Chairman of the Board‘s Audit Committee
and Remuneration Committee.
He has more than 20 years of international experience in Marketing and Project
Management in the media content industry. He also has a broad range of
expertise in strategic management, market development, operations, finance and
human resource management. Both the Group and its subsidiaries have benefited
from his strong worldwide network relationships in the industry, as well as his
vast experience in multimedia education content, solution and delivery device.
He is also a Director of Gamespark Pte Ltd and Onegame Pte Ltd.
Mr Hong holds a Bachelor of Business Administration from Korea University.
MR LIM YEOW SUN
EXECUTIVE DIRECTOR
MR HONG SEONG SOO
NON-EXECUTIVE DIRECTOR
MR WONG KUAN KIT KEITH
EXECUTIVE DIRECTOR
Mr Wong was formerly an Executive Director of Infinio Group Limited (”Infinio”)
up to 2010. He then joined a quartz mining company as Chief Operating Officer.
He was also providing advisory services to an Australian listed company involved
in the acquisition of several coal mines. He was reappointed as a Non-Executive
Director of Infinio in October 2011 and has now returned on a fulltime basis.
Mr Wong has more than 15 years of experience in business and financial
advisory. He was previously a consultant with KPMG business advisory and
corporate finance, in charge of valuation and the mergers and acquisition group.
He is also Director of a resource trading company.
Mr Wong holds a Bachelor of Arts (Accounting and Finance) from the University
of Leeds in the UK and a Master of Business Administration (Finance) from the
Leeds University Business School.
BOARD OF DIRECTORS
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 05
Mr Kun has served as an Independent Director of our Group since 4 June 2009
and currently chairs the Board’s Nominating Committee.
He is currently the Director of Green Laurel Pte. Ltd. Mr Kun has vast experience
in banking and finance and was with Singapore Banking Corporation Ltd (“SBC
Bank”) in Cambodia for 21 years where he had held different management roles
as well as President & CEO, and had been instrumental in transforming the bank
into one of the country’s most dynamic institutions in terms of banking, customer
and community services. He retired from SBC Bank as Executive Chairman on
30 September 2013. Mr Kun had also served more than 20 years in the Association
of Banks in Cambodia during which he had held various leadership roles including
the position of Secretary General, Vice Chairman and Chairman. In addition, he
was Chairman of the Cambodia Institute of Banking from 2003 – 2012, and a board
member of the country's Rural Electrification Fund ran by the Ministry of Industry,
Mines & Energy from 2006 – 2012.
Mr Kun holds a Bachelor of Commerce (Accounting and Finance) from Murdoch
University in Australia.
MR KUN SWEE TIONG ANDY
INDEPENDENT DIRECTOR
MR CHOO SIEW LOHK
INDEPENDENT DIRECTOR
Mr Choo has served as an Independent Director of our Group since
31 March 2014.
Mr Choo is Managing Director of Starquartet Resources Pte Ltd and has
been a Director for NewOcean Resources (Singapore) Pte Ltd, a subsidiary of
NewOcean Energy Holdings Limited listed on Hong Kong Stock Exchange. He
currently manages 3 iron ore production mines in Malaysia with regular iron
ore shipments to China.
He has 15 years of experience in global mineral commodities and mining
projects primary in Asia.
Mr Choo holds a Bachelor of Science (Computer Engineering) from Califormia
State University of Long Beach in USA.
OUR BUSINESS – MOVING FORWARD
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 06
Over the last financial year, the Board of Directors
continues to seek and review business opportunities in
the identified focus in the mineral resource industry. The
relentless effort by the Board of Directors to transform the
Company into a stable and sustainable one is unwavering.
The Board of Directors has taken the decision and
necessary actions to cease all non-generating business
units, in particular, the unprofitable IPTV business, to
consolidate the resources for appropriate allocation
to create a new lease of life for the Company through
acquisitions in the mineral resource industry. The Board
of Directors is of the view that the acquisition will provide
the Company with potential revenue that could enhance
value for the shareholders.
The successful acquisition of Summit Light Ventures Ltd
on 25 February 2014 was a significant milestone for the
Company on our foray into the mineral resource industry.
It took more than half a year to complete the acquisition
from when it was first proposed and announced on 1 July
2013. Summit Light Ventures Ltd holds the mining and
prospecting licenses for the high grade gold mine, Birthday
Gold Mine, in the Bullfinch area in Western Australia.
More recently, the Company announced its completion of
geological mapping and technical review of the Birthday
Gold Mine on 16 June 2014. It will be commencing a
drilling program to test mineralisation along the strike
length of 100-150m which was identified and confirmed
the presence of high grade gold mineralization in a narrow
quartz in the mapping exercise of the Birthday Gold Mine.
The Company seized another business opportunity to
acquire another mineral resource mine in 2014. It entered
into a Memorandum of Understanding (“MOU”) with PT
Bahana Nada Gemliang (“PT BNG”) on 14 April 2014, for
the proposed acquisition of up to 70% of the interest in a
Sipongi copper and gold mine located in Muara Sipongi,
North Sumatra, Indonesia. Currently, the Company is in
the process of conducting due diligence and finalizing
negotiations on funding requirements for the proposed
acquisition.
The Company will make an announcement to update
shareholders on the progress of the proposed acquisition
when appropriate.
OPERATIONS REVIEW
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 07
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 08
OPERATIONS REVIEW
The management has charted out a new corporate
direction for the Company and has taken initiatives to
execute the actions conscientiously to facilitate the
transformation of Infinio Group Limited.
IPTV Solutions Business
The Company has discontinued the unprofitable
operations in IPTV solutions business to consolidate
the resources to focus on acquiring potential business
opportunities in the mineral resource industry in the last
financial year.
Online Gaming
The online gaming business has been growing steadily, but
the growth is expected to be gradual. Hence, the Company
continues to operate this profitable business albeit on a
smaller scale, and has its operations outsourced.
Mining Business
The Company is on track in its transformation into an
exploration and resource company with the successful
acquisition of Summit Light Ventures Ltd which holds
the mining and prospecting licenses for the high grade
gold mine, Birthday Gold Mine, in the Bullfinch area in
Western Australia on 26 February 2014.
On 16 June 2014, the Company announced that it has
completed a geological mapping and technical review of
the Birthday Gold Mine. It will be commencing a drilling
program with the objective to test mineralization along
the strike length of 100-150m which was identified and
confirmed the presence of high grade gold mineralization
in a narrow quartz in the mapping exercise of the
Birthday Gold Mine, to understand the extent of the gold
mineralization at depth.
According to the mine records from the Government of
Western Australia’s Department of Mines and Petroleum
show that more than 160kg of gold was produced
between 2000 and 2010 at an average yield of greater
than 16 grams of gold per tonne from the Birthday Gold
Mine. The Company is looking to recommission the
Birthday Gold Mine in the shortest possible time frame.
The Company has entered into a Memorandum of
Understanding (“MOU”) with PT Bahana Nada Gemliang
(“PT BNG”) for the proposed acquisition of up to 70%
of the interest in a Sipongi copper and gold mine located
in Muara Sipongi, North Sumatra, Indonesia on 14 April
2014. It is in the process of conducting due diligence and
finalizing negotiations on funding requirements for the
proposed acquisition.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 09
CORPORATE
DIRECTORY
Board of Directors
Wong Kuan Kit Keith Executive Director
(w.e.f 1 April 2014)
Lim Yeow Sun Executive Director
(w.e.f 13 March 2014)
Hong Seong Soo Non-Executive Director
Kun Swee Tiong Andy Independent Director
Choo Siew Lohk Independent Director
(w.e.f 31 March 2014)
Nominating Committee
Kun Swee Tiong Andy Chairman
Hong Seong Soo Member
(w.e.f 31 March 2014)
Choo Siew Lohk Member
(w.e.f 31 March 2014)
Audit Committee
Hong Seong Soo Chairman
(w.e.f 31 March 2014)
Kun Swee Tiong Andy Member
Choo Siew Lohk Member
(w.e.f 31 March 2014)
Remuneration Committee
Hong Seong Soo Chairman
(w.e.f 31 March 2014)
Kun Swee Tiong Andy Member
Choo Siew Lohk Member
(w.e.f 31 March 2014)
Company Secretary
Lee Bee Fong
Registered Office
80 Robinson Road #02-00
Singapore 068898
Tel : 6236 3333, Fax: 6236 4399
Place of Business
2 Leng Kee Road #03-04
Thye Hong Centre
Singapore 159086
Tel: 6336 2338, Fax: 6336 2338
Share Registrar and Share Transfer Office
Tricor Barbinder Share Registration Services
( A division of Tricor Singapore Pte Ltd )
80 Robinson Road #02-00
Singapore 068898
Independent Auditor
Robert Yam & Co.,
190 Middle Road #16-01 & 16-03
Singapore 188979
Partner in Charge: Robert Yam
Financial year appointed : 31 March 2013
Continuing Sponsor
Stamford Corporate Services Pte Ltd
10 Collyer Quay #27-00
Ocean Financial Centre
Singapore 049315
Principal Bankers
United Overseas Bank Limited
Standard Chartered Bank
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 10
FINANCIAL
REVIEW
The Company’s revenue for the financial year ended 31 March 2014 (“FY2014”) decreased by 31% or S$22,000
to S$49,000 as compared to the same period of the immediately preceding year (“FY2013”). The decline
in revenue was mainly due to the Company has ceased operations of its unprofitable IPTV business which
provided IPTV solutions for hotels and previously contributed to a significant portion of the Company’s revenue.
The decrease in other income by 33% to S$166,000 in FY2014 was due to the reduction of Directors’ fees
resulting from a waiver of Director’s fees to be written back.
Cost management initiatives were further enhanced which saw administrative expenses lower by 8% to S$1.7
million in FY2014 from S$1.9 million in FY2013. Most of the expenses were attributed to the impairment loss
of available-for-sale financial assets which increased from S$25,000 to S$344,000 to reflect the fair value as
at 31 March 2014, and the expenses related to the acquisition of Summit Light Ventures Ltd. The expenses
related to the acquisition include transport and travelling expenses, and consulting fees. The Company has
further reduced the employee compensation by 19% in FY2014, from S$0.45 million to S$0.36 million. Legal
and professional fees were also reduced by 63% from S$0.59 million in FY2013 to S$0.22 million in FY2014,
due to the reduction of S$0.50 million paid for commitment fees in relation to the issuance of Equity Linked
Redeemable Structure Convertible Notes for fund raising purpose in FY2013. Depreciation of plant and
equipment was reduced significantly by 98% to S$1,000 in FY2014 from S$46,000 in FY2013 as a result of
the disposal of IPTV solutions projects assets.
Finance costs reduced by 90% to S$7,000 as the loan amounts due to I-Box Technologies Ltd were settled.
As a result of the Company’s restructuring efforts, net loss for FY2014 was lowered to S$1.5 million from
S$1.6 million in FY2013.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 11
FINANCIAL
REVIEW
FINANCIAL POSITION AND CASH FLOW ANALYSIS
The Company has raised funds to finance the acquisition of the Birthday Mine through the issuance of Equity
Linked Notes, which amounted to an aggregate of S$2.6 million in cash. As at 31 March 2014, the Company
had cash and cash equivalents of S$244,000.
Non-current assets increased to S$6.8 million as at 31 March 2014 as a result of the Group’s acquisition of
Summit Light Ventures Ltd during the financial year.
Current assets decreased from S$1.2 million as at 31 March 2013 to S$332,000 as at 31 March 2014. This
was primarily due to the settlement of loan amounting S$711,689 due from PTFF by converting the loan into
quoted equity investment.
Current liabilities as at 31 March 2014 increased to S$4.3 million from S$3.3 million as at 31 March 2013. This
was mainly due to the subscribed Equity Linked Notes amounting to S$800,000 that were not converted into
ordinary shares during the financial year.
Shareholders’ equity was S$2.9 million as at 31 March 2014. The increase in share capital was due to the
issuance of new ordinary shares with S$2.6 million conversion of Equity Linked Notes, 1.2 billion new shares
amounting to S$3.6 million for the acquisition of Summit Light Ventures Ltd, and the conversion of S$450,000
loan due to I-Box Technologies Ltd during the financial year.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 12
CORPORATE
GOVERNANCE STATEMENT
The Board of Directors (the “Board”) of Infinio Group Limited (the “Company”) is committed to maintaining
a high standard of corporate governance within the Company and its subsidiaries (the “Group”) and adopts
practices based on the Code of Corporate Governance 2012 (the “Code”) and the prevailing Section B: Rules
of Catalist of the Listing Manual (the “Catalist Rules”) of the Singapore Exchange Securities Trading Limited
(the “SGX-ST”). As sound corporate governance ensures greater transparency, protecting and enhancing the
interests of its shareholders as well as strengthening investors’ confidence in its management and financial
reporting, the Company will continually review its corporate governance processes to strive to fully comply
with the Code.
The main corporate governance practices adopted by the Group and the Company are outlined below:–
1. BOARD MATTERS
Principle 1: The Board’s Conduct of Affairs
Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the long-term success of the company. The Board works with
Management to achieve this objective and the Management remains accountable to the Board.
The Board sets strategic objectives and overall business direction of the Group, with a particular focus
on identifying new core business, major investments, disposals and funding matters for the Group. The
Board establishes a framework of prudent and effective controls which enables risks to be assessed
and managed, including safeguarding of shareholders’ interests and the company’s assets. The Board
also manages the Group in the best interests of the shareholders as well as the interest of stakeholders
and pursues the continual enhancement of the long-term shareholder value.
To assist the Board in executing its duties, the Board has delegated specific functions to the Audit
Committee (“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”) of
the Company.
The Board conducts regular scheduled meetings and attendance by Directors during the year was
regular. Ad-hoc meetings are also arranged as and when the need arises. The Company’s Articles
of Association permit Directors to attend meetings through the use of audio-visual communication
equipment.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 13
CORPORATE
GOVERNANCE STATEMENT
Attendance of the Directors at meetings of the Board and Board Committees, as well as the frequency
of such meetings, are as follows:
Attendance at Meetings
Name
Board of
Directors
Audit
Committee
Remuneration
Committee
Nominating
Committee
No. of
meetings
held
No. of
meetings
attended
No. of
meetings
held
No. of
meetings
attended
No. of
meetings
held
No. of
meetings
attended
No. of
meetings
held
No. of
meetings
attended
Wong Kuan Kit Keith(1) 4 4 2 2 3 3 2 2
Lim Yeow Sun(2) 4 – 2 – 3 – 2 1*
Hong Seong Soo 4 3 2 – 3 – 2 –
Kun Swee Tiong Andy 4 3 2 2 3 3 2 2
Teoh Hong Fu Mick(5) 4 4 2 2 3 3 2 2
Choo Siew Lohk(3) 4 – 2 – 3 – 2 –
Raymond Ho D’Orville(4) 4 4 2 2* 3 3* 2 2*
Notes:
(1) Mr Wong Kuan Kit Keith has been appointed as Executive Director on 1 April 2014.
(2) Mr Lim Yeow Sun has been appointed as Executive Director on 13 March 2014.
(3) Mr Choo Siew Lohk has been appointed as Independent Director on 31 March 2014.
(4) Mr Raymond Ho D’Orville resigned as Executive Director on 31 March 2014.
(5) Mr Teoh Hong Fu Mick resigned as Independent Director on 16 May 2014.
* Attendances by invitation
The profile of each Director and the relevant information as at the date of this Annual Report are
set out on page 4 and 5 of this Annual Report. All Directors objectively discharge their duties and
responsibilities at all times as fiduciaries in the interests of the Company.
The Board oversees the business affairs of the Group, approves the financial objectives and the
strategies to be implemented by Management and monitors the standards of performance and issues
of policies directly. In addition to its statutory duties, the Board’s principal functions are to:
(a) provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary
financial and human resources are in place for the Group to meet its objectives;
(b) supervise the overall management of the business and affairs of the Group, review management
performance and approve the Group’s corporate and strategic policies and direction;
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 14
CORPORATE
GOVERNANCE STATEMENT
(c) formulate and approve financial objectives of the Group and monitor its performance such as
reviewing and approving of results announcements and approving of financial statements;
(d) establish a framework of prudent and effective controls which enables risks to be assessed
and managed, including safeguarding of shareholders’ interests and the company’s assets;
(e) oversee the processes for evaluating the adequacy of internal controls and risk management
including the review and approval of interested persons transactions;
(f) assume responsibility for corporate governance and compliance with the Companies Act, Cap. 50
(the “Act”) of Singapore and the rules and regulations of the revised regulatory bodies;
(g) evaluate performance of Management;
(h) review and approve the remuneration framework for the Board and key executives.
(i) identify the key stakeholder groups and recognise that their perceptions affect the company’s
reputation;
(j) set the company’s values and standards (including ethical standards), and ensure that obligations
to shareholders and other stakeholders are understood and met; and
(k) consider sustainability issues, e.g. environmental and social factors, as part of its strategic
formulation.
Without abdicating its responsibility, the Board has delegated its authority to make decisions on certain
matters to board committees, details of which are set out herein. Matters which are specifically
reserved for the approval of the Board include, among others, any material acquisitions and disposals
of assets, corporate or financial restructuring, share issuance and the proposing of dividends. Clear
directions are also given to the Management on matters that must be approved by the Board. The
Board’s approval is required for matters that are likely to have a material impact on the Group’s
operations as well as matters other than in the ordinary course of business.
The Board has adopted a set of internal guidelines on the matters requiring Board approval. Certain
functions have also been delegated to various Board Committees, namely the AC, the NC and the RC.
Each Committee operates within clearly defined terms of reference and operating procedures, which
would be reviewed on a regular basis.
New Directors are appointed by way of a Board Resolution, after the NC has approved their nomination.
The Group has instituted an orientation program for new Directors to familiarise them with the Group’s
core business and governance practices. In addition, for newly appointed Director who does not have
prior experience in a listed company, the Company will also enroll them for the Listed Company Director
Programme organized by the Singapore Institute of Directors. Directors also given opportunities to visit
the Group’s operational facilities and meet with management staffs to obtain a better understanding of
the Group’s history, business operations, policies, strategic plans and objectives, as well as the duties
and responsibilities as Directors. The Company will provide a formal letter to the newly appointed
Director setting out his duties and responsibilities.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 15
CORPORATE
GOVERNANCE STATEMENT
In order for the Board to fulfill its responsibilities, prior to Board Meetings, the Management will provide
the Board with management accounts and the relevant background information and documents relating
to items of business to be discussed at a Board Meeting before the scheduled Meeting. All Directors
are regularly briefed on the business activities of the Group.
All Directors are updated regularly on the changes in company policies, board process, regulations,
accounting standards, corporate governance and best practices in compliance with the relevant
legislation and regulations including the Catalist Rules.
Changes to regulations and accounting standards are monitored closely by the Management. To keep
pace with regulatory changes, where these changes have an important bearing on the Company’s or
Director’s disclosure obligations, the Board is updated regularly on these changes. All Directors receive
regular training, particularly on relevant new laws, regulations and changing commercial risks, from time
to time. These training activities are arranged and funded by the Company. The Executive Director will
brief all newly appointed Directors on the business activities of the Group and its strategic directions
as well as the duties and responsibilities as Directors.
Briefings and updates provided to the members of the Board during the financial year under review
were:–
• Update on business operations/development of the Group and overview of industry trends.
• Update on audit findings for financial year ended 31 March 2014.
• SGX new listing rules in promoting greater transparency in general meetings.
• The principles and guidelines of the code.
Principle 2: Board Composition and Guidance
There should be a strong and independent element on the Board, which is able to exercise
objective judgment on corporate affairs independently, in particular, from Management and
10% shareholders. No individual or small group of individuals should be allowed to dominate
the Board’s decision making.
As at the date of this report, the Board comprises two Executive Directors, one Non-Executive Director
and two Independent Directors.
The Independent Directors (“IDs”) have confirmed that they do not have any relationship with the
Company or its related companies and its officers that could interfere, or be reasonably perceived to
interfere, with the exercise of the Directors’ independent business judgement with a view to the best
interests of the Company.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 16
CORPORATE
GOVERNANCE STATEMENT
The NC reviews the independence of each Director annually. The NC adopts the Code’s definition of
what constitutes an Independent Director in its review.
The NC is of the view that the current composition of the Board exhibits a level of independence
that sufficiently enables the Board to exercise objective judgment on corporate affairs independently
from the Management. The NC is also of the view that no individuals or small groups of individuals
dominate the Board’s decision making processes. The Board has determined, taking into account the
views of the NC, that each Independent Director is independent in character and judgement and that
there are no relationships or circumstances which are likely to affect, or could appear to affect, that
Director’s judgement.
The Board is of the view that the size of the current Board comprising five Directors is appropriate, with
reference to the scope and extent of the Group’s operations. The Board considers that its composition
of Directors is well-balanced, each Director having well-mixed knowledge, business network and
commercial experience. Coupled with the independence element provided by the Independent
Directors, the Board considers itself effective and capable of ensuring all corporate strategies are well
directed while all proposals and significant issues brought to the Board by the executive management
are thoroughly discussed and examined, focusing on the long term interests of the Group.
The Non-Executive Director aims to assist in the development of proposals on strategy by constructively
challenging Management. The Non-Executive Director would also review the performance of the
Management in the meetings.
To-date, none of the IDs of the Company has been appointed as a Director of the Company’s principal
subsidiaries. The Board and the Management are of the view that the current Board structures in the
principal subsidiaries are well organized and constituted. None of the IDs have served on the Board
beyond 9 years from the respective date of their first appointment. In the event any ID’s tenure of
service with the Company extends beyond 9 years, he/she should be subject to particularly rigorous
review.
The Board and the Management will from time to time review the Board structures of the principal
subsidiaries and will make an appropriate corporate decision to consider the appointment of the
Independent Director, if necessary, into the principal subsidiaries.
The NC reviews the independence of each Director annually. The NC adopts the Code’s definition of
what constitutes an Independent Directors in its view.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 17
CORPORATE
GOVERNANCE STATEMENT
Principle 3: Chairman and Chief Executive Officer
There should be a clear division of responsibilities between the leadership of the Board and the
Executives responsible for managing the company’s business. No one individual should represent
a considerable concentration of power.
The Company currently does not have a Chairman and Chief Executive Officer. A Chairman and Chief
Executive Officer has not previously been appointed due to the Company’s evolving business and
changes in its management staff. The Company may consider the appointment of a Chairman and
Chief Executive Officer once the Company’s core business has been stabilized.
As at the date of this report, there are two Executive Directors in the Company, namely Mr Lim Yeow
Sun (“Mr Lim”) who was appointed as the Executive Director of the Company on 13 March 2014
and Mr Wong Kuan Kit Keith (“Mr Keith”) who was re-designated from Non-Executive Director to
Executive Director on 1 April 2014. Mr Lim was previously involved in minerals and resources trading
and coal and gold related processing equipment. His network of contacts and prior experience in
business development and resource trading stands him in good stead to help spearhead the Group’s
diversification of the business activity into mining-related businesses. Mr Keith, prior to his appointment
as Non-Executive Director of the Company on 20 October 2011, was an Executive Director of the
Company (resigned on 5 February 2010) who is regarded having an in-depth understanding on the
operational background of the Group. He possesses technical knowledge of current mining projects
and he had assisted the Company in relation to its recent acquisition of the entire issued and paid up
share capital of Summit Light Ventures Ltd. Mr Keith was also previously the Chief Operating Officer
of a quartz mining company in Australia which develops a high purity quartz deposit.
Both Mr Lim and Mr Keith have full responsibilities over the business directions and operational
decisions of the Group. The IDs review all major decisions made by the Executive Directors. The NC
periodically reviews their performances and their appointments to the Board whilst the RC periodically
reviews their remuneration packages. With the existence of various Board Committees with power
and authority to perform key functions, the Board is of the view that there are adequate safeguards in
place against an uneven concentration of power and authority in a single individual.
Currently, the Company has two IDs, Mr Kun Swee Tiong Andy and Mr Choo Siew Lohk. The Company
does not have a Lead ID as recommended under Recommendation 3.3 of the Code. The Board will
consider such appointment when the need arises. In the absence of Lead ID, any concerns or queries
by shareholders may be sent to the Registered Office Address of the Company or the Company email
address at feedback@infiniogroup.com.
The IDs meet regularly without the presence of the Executive Directors. Thereafter, they provide
feedback to the Executive Directors and the Management.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 18
CORPORATE
GOVERNANCE STATEMENT
Principle 4: Board Membership
There should be a formal and transparent process for the appointment and re-appointment of
Directors to the Board.
The NC comprises non-Executive Directors, a majority of whom including the Chairman, are
independent. The members are Mr Kun Swee Tiong Andy (Chairman), Mr Hong Seong Soo and
Mr Choo Siew Lohk.
The NC’s written Terms of Reference describe its responsibilities, including:
(a) deciding on how the Board’s performance is to be evaluated and proposing objective
performance criteria, subject to the approval by the Board;
(b) determining on an annual basis whether or not a Director is independent, guided by the
independent guidelines contained in the Code;
(c) reviewing and recommending the nomination and re-nomination of Director having regard to
the Director’s contribution and performance;
(d) Reviewing and approving new employment of Director/related persons based on selection
criteria such as incumbent’s credentials and his/her skills and contributions required by the
Company and the proposed terms of their employment;and
(e) Reviewing the training and professional development programmes for the Board.
The Company believes that Board’s renewal must be an on-going process, to ensure good governance
and to maintain relevance to the business as well as changing needs of the Group.
The search and nomination process for new Directors, if any, will be through search companies,
contacts and recommendations that go through the normal selection process. New Directors are
appointed after the NC has reviewed and nominated them for appointment. Such new Directors will
submit themselves for re-election at the Annual General Meeting (“AGM”) of the Company.
New Directors are appointed by way of a Board Resolution, after the NC has approved their nomination.
In its search and selection process for new Directors, the NC taps on the resources of Directors’
personal contacts and recommendations of potential candidates and appraises the nominees to ensure
that the candidates possess relevant experience and have the calibre to contribute to the Group and its
businesses, having regard to the attributes of the existing Board and the requirements of the Group.
The Company’s Articles of Association requires one-third of the Directors (excluding the Managing
Director) to retire and subject themselves to re-election by shareholders at every AGM. In other words,
no Director stays in office for more than three years without being re-elected by shareholders. This
will enable all shareholders to exercise their rights in selecting all Board members. Directors of or
over 70 years of age are required to be re-elected every year at the AGM under Section 153(6) of the
Companies Act, Cap. 50 before they can continue to act as Director.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 19
CORPORATE
GOVERNANCE STATEMENT
The Board, through the delegation of its authority to the NC, has used its best efforts to ensure that
Directors appointed to the Board possess the background, experience and knowledge in technology,
business, finance and management skills critical to the Group’s business and that each Director,
through his unique contributions, brings to the Board an independent and objective perspective to
enable balanced and well-considered decisions to be made.
The NC recommended that the following Directors who are retiring at the forthcoming AGM to be
nominated for re-election. The retiring Directors have offered themselves for re-election and the Board
has accepted the recommendations of the NC.
Name Article No. to retire under
Mr Hong Seong Soo – Article 107
Mr Choo Siew Lohk – Article 117
Mr Lim Yeow Sun – Article 117
– Mr Hong Seong Soo will, upon re-election as a Director, remain as the Chairman of the AC and
the RC and a member of the NC; and
– Mr Choo Siew Lohk will, upon re-election as a Director, remain as a member of AC, RC and NC.
– Mr Lim Yeow Sun, will, upon re-election as a Director, remain as the Executive Director of the
Company.
The NC has in place guidelines to address the competing time commitments that are faced when
some of the Directors have multiple board representations which includes determining the maximum
number of listed company board representations which any director may hold. None of the Directors
of the Company has any other listed company board representation for financial year ended 31 March
2014. In addition, the NC is satisfied that sufficient time and attention are being given by the Directors
to the affairs of the Company and each Director is able to and has been adequately carrying out his/
her duties as Director of the Company.
Each member of the NC abstains from voting on any resolutions and making any recommendation and/
or participating in respect of matters in which he is interested.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 20
CORPORATE
GOVERNANCE STATEMENT
The date of Director’s first appointment, last re-election and their past directorships in other listed
companies over the preceding three years and other principal commitments are set out below:
Name of Director
Current
position held
Date of first
Appointment
Date of Last
Re-election
Past
Directorships
in Listed
Companies
Other
Principal
Commitment,
if any
Wong Kuan Kit Keith* Executive
Director
20 October 2011 30 July 2012 – –
Lim Yeow Sun Executive
Director
13 March 2014 – – –
Hong Seong Soo Non-Executive
Director
30 July 2010 30 July 2012 – –
Kun Swee Tiong Andy Independent
Director
04 June 2009 30 July 2013 – –
Choo Siew Lohk Independent
Director
31 March 2014 – – –
Note:
* Mr Keith was appointment as Non-Executive Director of the Company on 20 October 2011 and subsequently
been re-designated as Executive Director of the Company on 1 April 2014.
Principle 5: Board Performance
There should be a formal annual assessment of the effectiveness of the Board as a whole and
its board committees and the contribution by each Director to the effectiveness of the Board.
The Non-Executive Director regularly reviews the performance of Management in meeting agreed goals
and objectives and monitors the reporting of performance.
A formal review of the Board’s performance will be undertaken collectively and individually by the
Board annually. The NC will also review the Board’s performance informally with inputs from the other
Board members and the Executive Directors. The evaluation exercise is carried out annually by way of a
Board Assessment Checklist, which is circulated to the Board members for completion and thereafter,
for the NC to review and determine the actions required to improve the corporate governance of the
Company and effectiveness of the Board and Committees of the Board as a whole.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 21
CORPORATE
GOVERNANCE STATEMENT
Although the Directors are not evaluated individually, the factors taken into consideration with regards
to the re-nomination of Directors for the current year are based on their attendances and contributions
made at these meetings. Renewal or replacement of Directors does not necessarily reflect their
contribution to-date, it may be due to the need to position and shape the Board in line with the needs
of the Group and its business.
Principle 6: Access to Information
In order to fulfill their responsibilities, Directors should be provided with complete, adequate
and timely information prior to Board meetings and on an on-going basis so as to enable them
to make informed decisions to discharge their duties and responsibilities.
In order to ensure that the Board is able to fulfill its responsibilities, Management is required to provide
complete, adequate and timely information to the Board on Board affairs and issues that require
Board’s decision as well as on-going reports relating to operational and financial performance of the
Company and the Group. Whenever appropriate, senior managers who can provide additional insight
in the matters to be discussed are invited to attend the Board meeting.
The Board has separate and independent access to the senior management and the Company Secretary
at all times. Directors are entitled to request additional information from the Management for making
of informed decisions and the Management shall provide the same in a timely manner. Information
provided include board papers and related materials, background or explanatory information relating
to matters to be brought before the Board, and copies of disclosure documents, budgets, forecasts
and monthly internal financial statements. In respect of budgets, any material variance between the
projections and actual results should also be disclosed and explained.
Where necessary, the Company will, upon the request of Directors (whether as a group or individually),
provide them with independent professional advice, at the Company’s expense, to enable them to
discharge their duties.
The Company Secretary attends all Board meetings and is responsible for ensuring compliance of the
Board procedures relevant rules and regulations governing the Company. The appointment and the
removal of the Company Secretary are subject to the Board’s approval as a whole.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 22
CORPORATE
GOVERNANCE STATEMENT
2. REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
There should be a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual Directors. No Director
should be involved in deciding his own remuneration.
Principle 8: Level and Mix of Remuneration
The level and structure of remuneration should be aligned with the long-term interest and
risk policies of the Company, and should be appropriate to attract, retain and motivate (a) the
Directors to provide good stewardship of the Company, and (b) key management personnel
to successfully manage the Company. However, companies should avoid paying more than is
necessary for this purpose.
Principle 9: Disclosure on Remuneration
Each company should provide clear disclosure of its remuneration policy, level and mix of
remuneration and the procedure for setting remuneration, in the Company’s annual report.
It should provide disclosure in relation to its remuneration policies to enable investors to
understand the link between remuneration paid to Directors and key management personnel,
and performance.
The RC comprises two IDs and one Non-Executive Director. The members are Mr Hong Seong Soo
(Chairman), Mr Kun Swee Tiong Andy and Mr Choo Siew Lohk.
The RC’s written Terms of Reference describes its responsibilities, including:
(a) reviewing and recommending a remuneration framework and determine specific remuneration
packages for the Executive Director of the Company, to provide a greater degree of objectivity
and transparency in determining the remuneration of Executive Director; and
(b) conduct annual review of the remuneration packages of employees who are related to any
Directors or any substantial shareholders of the Company, if any.
The RC’s recommendations should be submitted for endorsement by the entire Board. The RC should
cover all aspects of remuneration, including but not limited to director’s fees, salaries, allowances,
bonuses, options, and benefits in kind.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 23
CORPORATE
GOVERNANCE STATEMENT
The RC has access to expert professional advice on human resource matters whenever there is a
need to consult externally. In its deliberations, the RC takes into consideration industry practices and
norms in compensation, in addition to the Company’s relative performance to the industry and the
performance of the individual Directors.
The RC ensures that a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual Directors and key management
personnel. Although the recommendations are made in consultation with the Executive Directors, the
remuneration packages are ultimately approved by the entire Board. No Director will be involved in
deciding his own remuneration.
The RC reviews the Company’s obligations arising in the event of termination of the Executive Director
and key management personnel’s contracts of service, to ensure that such contracts of service contain
fair and reasonable termination clauses which are fair, commensurate with performance and not overly
generous.
The Company adopts a remuneration policy for employees comprising a fixed component and a variable
component. The fixed component is in the form of a base salary. The variable component is in the
form of a variable bonus that is linked to the performance of the Company and the individual. The
remuneration policy is aligned with the interests of the shareholders and promotes long-term success
of the Group.
Long-term incentive schemes are generally encourage for the Directors and key management personnel.
The RC had reviewed the Directors and key management personnel who are eligible for benefit under
the long-term incentive schemes. The long-term incentives scheme of the Company is Infinio Group
Limited Share Option Scheme (“Scheme”). The time-based vesting characteristics of the Scheme help
to strengthen the Group’s ability to reward and retain the key management personnel. The details and
important terms of the Scheme are disclosed in pages 34 and 35 of this Annual Report.
The Executive Directors, namely Mr Lim and Mr Keith, have entered into a service agreement (“Service
Agreement”) with the Company dated 1 March 2014 and 31 March 2014, respectively. The Service
Agreement covers the terms of employment, specifically salary and other benefits, termination clause,
retirement and post-employment benefits. Under the term of appointment both Directors agreed
to accept part of their remuneration in the form of shares to be issued at S$0.03 having taken into
consideration the weighted average market price of the shares on the respective appointment dates
(S$0.003 on a pre-consolidation basis or S$0.03 post consolidation basis) subject to shareholders’
approval. The Service Agreement is subject to annual renewal, to be reviewed by the Board in
consultation with the RC on such terms and conditions as both parties may agree.
The remuneration of IDs should be determined by his contribution to the Company, taking into account
factors such as effort and time spent as well as his responsibilities on the Board.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 24
CORPORATE
GOVERNANCE STATEMENT
Directors’ Remuneration
The Executive Directors’ remuneration consists of salary, allowances and bonuses. Directors’ fees for
IDs are subject to shareholders’ approval at the AGM.
The following table shows the remuneration of each individual Director for the financial period under
review:
The remuneration of each individual Director during the financial year under review is disclosed as
follows on a named basis with a breakdown in percentage terms of each Directors’ remuneration in
bands of S$250,000.
Remuneration Band and
Name of Director
Salary*
(%)
Bonus#
(%)
Fees
(%)
Benefits
(%)
Share
Option
Above S$250,000
Below S$250,000
Wong Kuan Kit Keith – – 100 – –
Lim Yeow Sun
(Appointed on 13 March 2014) 100 – – – –
Hong Seong Soo – – 100 – 6,000,000
Kun Swee Tiong Andy – – 100 – 2,000,000
Mick Teoh Hong Fu
(Resigned on 16 May 2014) – – 100 – –
Choo Siew Lohk
(Appointed on 31 March 2014) – – – – –
Raymond Ho D’Orville
(Resigned on 31 March 2014) 100 – – – –@
* Salary is inclusive of allowance, CPF and other emoluments.
# Bonus is inclusive of CPF.
@ Share Option of 2,000,000 has been cancelled following his resignation as Director of the Company on
31 March 2014.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 25
CORPORATE
GOVERNANCE STATEMENT
Remuneration of key management personnel
During the financial year under review, the Company has only two key management personnel, namely
Mr Lim Yeow Sun and Mr Raymond Ho D’Orville. None of the key executives were paid more than the
sum of S$250,000 a year as disclosed above.
Remuneration of Other Employees Related to a Director
There are no employees in the Group whose annual remuneration exceeds S$50,000 who are immediate
family members of the any Directors of the Company.
3. ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
The Board should present a balanced and understandable assessment of the company’s
performance, position and prospects.
The Board acknowledges that it is accountable to the shareholders and is mindful of the obligations
to furnish timely information and to ensure full disclosure of material information in compliance with
statutory reporting requirements. Price sensitive information is first publicly released, either before
the Company meets with any group of investors or analysts or simultaneously with such meetings.
Financial results and annual reports will be announced or issued within legally prescribed periods.
The Board provides the shareholders with a detailed and balanced explanation and analysis of the
Group’s performance, position and prospects on a half yearly basis. The Management provides the
Board with appropriately detailed management accounts of the Group’s performance and prospects
on a monthly basis.
Principle 11: Risk Management and Internal Controls
The Board is responsible for the governance of risk. The Board should ensure that Management
maintains a sound system of risk management and internal controls to safeguard shareholders’
interests and the company’s assets, and should determine the nature and extent of the
significant risks which the Board is willing to take in achieving its strategic objectives.
The Board has required the Management to maintain a sound system of risk management and internal
controls to safeguard shareholders’ interests and the Company’s assets, and determines the nature and
extent of the significant risks which the Board is willing to take in achieving its strategic objectives. The
Board determines the Group’s levels or risk tolerance and risk policies, and oversees the Management
in the design, implementation and monitoring of the risk management and internal control systems.
The Group regularly reviews and improves its business and operational activities to identify areas of 
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 26
CORPORATE
GOVERNANCE STATEMENT
significant business risks as well as respond appropriately to control and mitigate these risks. The Group
also consistently improves and adopts the recommendations highlighted by the external auditors and
the Sponsor to safeguard the Group’s internal controls.
The Board reviews at least annually, the adequacy and effectiveness of the Company’s risk
management and internal control systems, including financial, operational, compliance and information
technology controls. Based on the internal controls established and maintained by the Group, work
performed by the internal and external auditors, and reviews performed by the Management, various
Board Committees and the Board, the Board, with concurrence of the AC,is of the opinion that the
Group’s internal controls, addressing financial, operational and compliance risks, were adequate as at
31 March 2014. In addition, the Board has also received assurances from the Executive Directors and
the Accounting Manager that (a) the financial records have been properly maintained and the financial
statements give a true and fair view of the Company’s operations and finances; and (b) the Company’s
risk management and internal control systems are sufficiently effective.
Principle 12: AC
The Board should establish an AC with written terms of reference which clearly set out its
authority and duties.
The AC of the Company is made up of one Non-Executive Director and two IDs, among whom the
two IDs possess appropriate accounting experience and/or related financial management expertise.
Mr Hong Seong Soo, a Non-Executive Director of the Company, chairs the AC. The other members of
the AC are Mr Kun Swee Tiong Andy and Mr Choo Siew Lohk.
The Company’s AC provides a channel of communication between the Board, Management and external
auditors on matters relating to audit. The responsibilities of the AC include:
(a) Reviews with external auditors’ on their audit plans, their scope and results of the external
audit;
(b) Review the external auditors’ reports and the letter to the Management and the Management’s
response;
(c) Review the assistance given by the Management to the external auditors;
(d) review the internal control procedures and the adequacy of the Group’s internal controls and
ensure co-ordination between the external auditors and the Management, and review the
assistance given by the Management to the external auditors, and discuss problems and
concerns, if any, arising from the interims and final audits, and any matters which auditors may
wish to discuss (in absence of the Management, where necessary), if any;
(e) Review the significant financial reporting issues and judgements of the Company and the Group
so as to ensure integrity of the financial statements of the Group;
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 27
CORPORATE
GOVERNANCE STATEMENT
(f) Review the half-yearly and annual announcements as well as the press release on the results
and financial positions of the Company and the Group before submission to the Board for
approval;
(g) Recommend to Board on the appointment, re-appointment and removal of external auditors
and approving the remuneration and terms of engagement of the external auditors;
(h) Review the Group’s compliance with such functions and duties as may be required under the
relevant statutes or the Catalist Rule of SGX-ST, and by such amendments made thereto from
time to time;
(i) Review interested person transactions (if any) failing within the scope of Catalist Rule of SGX-ST;
(j) Review the remuneration packages of employees who are related to the Directors and/or
substantial shareholders; and
(k) review potential conflicts of interest (if any).
Apart from the functions listed above which the AC duly carried out during the financial year under
review, the AC shall also commission and review the findings of internal investigations into matters
with external auditors where there is any suspected fraud or irregularity, or failure of internal controls
or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact
on the Group’s operating results and/or financial position.
The AC has explicit authority to investigate any matter within its terms of reference, full access to and
co-operation by the Management and full discretion to invite any Director or Executive Officer to attend
its meetings, and reasonable resources to enable it to discharge its functions properly.
In addition to the above, the AC will meet with the external auditors, in the absence of the Management,
at least once a year. The external auditors has unrestricted access to the AC.
The AC constantly bears in mind the need to maintain a balance between the independence and
objectivity of the external auditors and the work carried out by the external auditors based on value
for money considerations. The AC has reviewed the independence of the Company’s external auditors
and is satisfied with the independence and objectivity of the external auditors. The aggregate amount
of fees paid/payable to the external auditors of the Company and subsidiaries for audit services was
S$42,200 (2013: S$35,000). There were no non-audit services provided by the external auditors of the
Company for the financial year ended 31 March 2014.
The AC has recommended to the Board the nomination of Messrs. Robert Yam & Co., for reappointment
as external auditors of the Company at the forthcoming AGM.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 28
CORPORATE
GOVERNANCE STATEMENT
The Group overseas subsidiary namely Summit Light Ventures Ltd does not required a statutory audit;
the external auditors will perform audit work scope to satisfy the Group audit requirement. The Group
has appointed different auditors for its overseas subsidiary. The Board and AC have reviewed that
the accounting records for its overseas subsidiaries were satisfied that it would not compromise the
standard and effectiveness of the audit of the Group.
The Company confirms that Rules 712 and 715 of the Catalist Rules of the SGX-ST have been complied
with.
The AC has reviewed the annual financial statements of the Company and the Group for the financial
period ended 31 March 2014 as well as the Auditors’ Reports thereon. Interested Persons Transactions
of the Group in the said financial period have also been reviewed by the AC.
Every AC member shall abstain from voting on any resolutions in respect of matters in which he is or
may be interested in.
The AC has incorporated a whistle blowing policy into the Company’s internal control procedures to
provide a channel for staff to report in good faith and in confidence, without fear of reprisals, concerns
about suspected fraud, corruption, dishonest practices or other similar matters. The objective of the
policy is to ensure an independent investigation of such matters and to appropriate follow-up action.
There have been no reported incidents pertaining to whistle blowing for during the financial year under
review.
As at the date of this report, non of the former partner or director of the Company’s external auditors’
firm has been appointed as a member of the AC.
Principle 13: Internal Audit
The Company should establish an internal audit function that is adequately resourced and
independent of the activities it audits.
As of the date of this report, no internal auditors has been appointed by the Company as the monitoring
of internal functions may not be a top priority for the Company due to more critical matter of
establishing a strong core business first. The AC is currently looking into the formation of the internal
audit function and whether this function will be outsourced to a qualified and professional firm or
undertaken internally.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 29
CORPORATE
GOVERNANCE STATEMENT
4. SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Principle 14: Shareholder Rights
Companies should treat all shareholders fairly and equitably, and should recognize, protect and
facilitate the exercise of shareholders’ rights, and continually review and update such governance
arrangements.
Principle 15: Communication with Shareholders
Companies should actively engage their shareholders and put in place an investor relations
policy to promote regular, effective and fair communication with shareholders.
Principle 16: Conduct of Shareholder Meeting
Companies should encourage greater shareholder participation at general meetings, and allow
shareholders the opportunity to communicate their views on various matters affecting the Company.
The Company communicates information to its shareholders and the investing community through the
release of announcements to the SGX-ST via SGXNET outside trading hours. Such announcements
include the half-year and full-year results, material transactions and other developments relating to the
Group requiring disclosure under the corporate disclosure policy of the SGX-ST.
The Company’s Annual Report together with the notice of the AGM is sent to all shareholders of the
Company. The Company’s main forum for dialogue with shareholders takes place at its AGM, whereas
members of the Board, senior management and the external auditors are in attendance. At the AGM,
shareholders are given the opportunity to express their views and ask questions regarding the Group.
The Company believes in encouraging shareholder participation at its general meetings. The Company’s
Articles of Association allow a shareholder entitled to attend and vote at general meetings to appoint not
more than two proxies who need not be shareholders of the Company to attend and vote on his stead.
Corporations which provide nominees and custodial services could appoint up to two of proxies so
that shareholders who hold shares through such corporations can attend and participate in general
meetings as proxies.
The Board welcomes questions from shareholders who have an opportunity to raise issues either
informally or formally before or at the general meetings, via the Company’s website or contact the
executives at the Company’s business office. The Chairmen of the AC, the RC and the NC will be
available at the meetings to answer questions relating to their work.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 30
CORPORATE
GOVERNANCE STATEMENT
At AGMs and other general meetings, separate resolutions will be set out on distinct issues for approval
by shareholders. The Company prepares Minutes of general meetings that include substantial and
relevant comments or queries from shareholders relating to the agenda of the meeting, and responses
from the Board and Management. These Minutes will be available to shareholders upon their request.
The Board noted that the SGX-ST had on 31 July 2013 introduced new listing rules to promote greater
transparency in general meetings and support listed companies in enhancing their shareholders’
engagement. The Company would be required to conduct its voting at general meetings by poll effect
from 1 August 2015 where shareholders are accorded rights proportionate to the shareholding and all
votes are counted. The Board noted that the new rule will enhance transparency of the voting process
and encourage greater shareholder participation. Taking into account of the effective date of the new
ruling and considering the cost efficiency and effectiveness, the Company will conduct poll voting for
all resolutions to be passed beginning from 2015 AGM.
Since financial year 2010, the Company has not paid any dividends to shareholders as the Company had
been making losses. As at the date of this report, the Company does not have a formal dividend policy
in place. However, the Company, in determining the form, frequency and amount of future dividends on
the Company’s shares in any particular year, will take into account, among other things, the level of cash
and retained earnings, the results of operations, the capital expenditure requirements, the expansion
and/or investment plans and other factors that the Company’s Directors may deem appropriate.
5. INTERESTED PERSON TRANSACTIONS
The Company has established procedures to ensure that all transactions with interested persons are
reported on a timely manner to the AC and that the transactions are carried out on normal commercial
terms and will not be prejudicial to the interests of the Company and its minority shareholders.
There were no interested person transactions entered into during the financial year under review.
Name of
Interested Person Nature
Aggregate value of all
interested person
transactions during the
financial year under review
(excluding transactions
less than S$100,000 and
transactions conducted
under shareholders’ mandate
pursuant to Rule 920)
Aggregate value of all
interested person
transactions conducted
under shareholders’
mandate pursuant to
Rule 920
(excluding transactions
less than S$100,000)
NIL NIL NIL NIL
6. NON-SPONSOR FEES
For the financial year ended 31 March 2014, there were no non-sponsor fees paid to the Company’s Sponsor.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 31
CORPORATE
GOVERNANCE STATEMENT
7. DEALINGS IN SECURITIES
The Company has adopted policies in relation to dealings in the Company securities pursuant to the
SGX-ST Best Practices Guide that are applicable to all its Directors and officers. The Company and its
officers should not deal in the Company’s shares during the period commencing one month before
half-year or full-year financial results announcement, as the case may be, and ending on the date of
the announcements of the relevant results.
Directors and key executives are also expected to observe the insider-trading laws at all times even
when dealing with securities within the permitted trading period.
The Company confirms that Rule 1204(19) of the Catalist Rules of SGX-ST has been complied with.
8. STATEMENT OF COMPLIANCE
The Board confirms that for the financial year ended 31 March 2014, the Company has generally
adhered to the principles and guidelines as set out in the Code.
9. MATERIAL CONTRACTS
Save for the Service Agreements between the Executive Directors and the Company, there were
no material contracts of the Company or its subsidiaries involving the interests of each Director or
controlling shareholder, either still subsisting at the end of the financial year under review or if not
then subsisting, entered into since the end of the previous financial year.
10. USE OF PROCEEDS
For the financial year ended 31 March 2014, the Company raised gross proceeds of an aggregate of
S$3,000,000 from a series of conversion of 5.0% equity linked redeemable structure convertible notes
due 2015 from April 2013 to March 2014. The proceeds have been utilized for the following purposes:
Use of Proceeds S$
Company’s General Corporate and Working Capital Purposes:–
General and administrative costs S$1,329,679
Total S$1,329,679
The use of proceeds as disclosed above is in accordance with the stated use and is in accordance with
the stated use in the Company’s circular to shareholders dated 3 September 2012.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 32
FINANCIAL
CONTENTS
Directors’ Report 33
Statement by Directors 38
Independent Auditor’s Report 39
Statement of Financial Position 42
Statement of Comprehensive Income 43
Statement of Changes in Equity 45
Consolidated Statement of Cash Flows 48
Notes to the Financial Statements 49
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 33
DIRECTORS’
REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
The directors present their report to the members together with the audited consolidated financial statements
of Infinio Group Limited (the "Company") and its subsidiaries (the "Group") and the statement of financial
position, statement of comprehensive income and statement of changes in equity of the Company for the
financial year ended 31 March 2014.
DIRECTORS
The directors of the Company in office at the date of this report are:
Wong Kuan Kit Keith
Lim Yeow Sun (appointed on 13 March 2014)
Hong Seong Soo
Kun Swee Tiong Andy
Choo Siew Lohk (appointed on 31 March 2014)
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND
DEBENTURES
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose object was to enable the directors of the Company to acquire benefits by means of the acquisition
of shares in, or debentures of, the Company or any other body corporate, other than disclosed under "share
options and warrants" in this report.
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
According to the register of directors’ shareholdings kept by the Company under Section 164 of the Companies
Act, Cap. 50, none of the directors who held office at the end of the financial year had any interest in the
shares or debentures of the Company and its related corporations, except as follows:
Holdings registered in the
name of directors
Holdings in which a director is
deemed to have an interest
At 1 April 2013 At 1 April 2013
or date of or date of
appointment At appointment At
if later 31 March 2014 if later 31 March 2014
The Company
Ordinary shares
Lim Yeow Sun 12,000,000 12,000,000 – –
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 34
DIRECTORS’
REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
DIRECTORS’ CONTRACTUAL BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to
receive a benefit by reason of a contract made by the Company or a related corporation with the director,
or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
SHARE OPTIONS AND WARRANTS
(a) Infinio Group Limited Share Option Scheme
The Infinio Group Limited Share Option Scheme (the "Scheme") for key management personnel and
employees of the Group was approved by members of the Company at an Extraordinary General
Meeting on 16 May 2007. The Scheme is administered by the Board of the Directors of the Company.
The profile of each Director and the relevant information as at the date of this Annual Report are set
out on pages 4 and 5 of this Annual Report.
The Scheme provides a means to help the Group to attract and retain the services of appropriate,
qualified and experienced employees who would be able to contribute to the Company’s business
and operations.
Under the Scheme, options to subscribe for the ordinary shares of the Company are granted to key
management personnel and employees. The exercise price of the options is determined at the average
of the closing prices of the Company’s ordinary shares as quoted on the Singapore Exchange for five
market days immediately preceding the date of the grant. No options are granted at 20% discount of the
prevailing market price of the shares. The vesting of the options is conditional on the key management
personnel or employees completing another one year for no discount and two years of service for a
discount of 20% from the grant date. Once the options are vested, they are exercisable for a period of
three years. The options may be exercised in full or in part in respect of any 1,000 shares or a multiple
thereof, on the payment of the exercise price. The persons to whom the options have been issued
have no right to participate by virtue of the options in any share issue of other company. The Group
has no legal or constructive obligation to repurchase or settle the options in cash.
The aggregate number of shares over which options may be granted on any date, when added to the
number of shares issued and issuable in respect of all options granted under the Scheme, shall not
exceed 15% of the issued share capital of the Company on the day preceding that date.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 35
DIRECTORS’
REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
SHARE OPTIONS AND WARRANTS (CONTINUED)
(a) Infinio Group Limited Share Option Scheme (Continued)
On 11 August 2008, the Company granted options to subscribe for 14,150,000 ordinary shares of the
Company at exercise price of S$0.04 per share ("2009 Options"). The 2009 Options are exercisable
from 11 August 2010 and expired on 11 August 2013. On 12 June 2009, the Company further granted
options to subscribe for 42,000,000 ordinary shares of the Company at exercise price of S$0.045 per
share. The options were issued at market price and are exercisable from 12 June 2010 and will expire
on 12 June 2014. A further 2,000,000 options were granted to Mr Ross Pollack upon his joining the
Company as an Independent Director on 1 September 2009. In total, 44,000,000 share options (The
"2010 Options") were granted during the financial year ended 31 March 2010. The total value of the
2009 and 2010 Options granted was estimated to be S$363,512 using the Black Scholes Model. No
options were granted during the financial year ended 31 March 2014.
Details of the options granted to the directors of the Company are as follows:
No. of unissued ordinary shares of the Company under option
Name of directors
Granted in
financial year
ended
31 March 2014
Aggregate
granted since
commencement
of Scheme to
31 March 2014
Aggregate
exercised since
commencement
of Scheme to
31 March 2014
Aggregate
lapsed since
commencement
of Scheme to
31 March 2014
Aggregate
outstanding
as at
31 March 2014
Kun Swee Tiong Andy – 2,000,000 – – 2,000,000
Hong Seong Soo – 6,000,000 – – 6,000,000
No options have been granted to the controlling shareholders of the Company or their associates (as
defined in the Listing Manual of Singapore Exchange Securities Trading Limited) and no participant
under the Scheme has been granted 5% or more of the total options available under the Scheme.
(b) Share Options Outstanding
The number of unissued ordinary shares of the Company under option in relation to the Scheme
outstanding at the end of the financial year was as follows:
No. of unissued
ordinary shares
under option
at 31 March 2014 Exercise price Exercise period
2010 Options 8,000,000 S$0.045
12 June 2010 –
1 September 2014
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 36
DIRECTORS’
REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
AUDIT COMMITTEE
The members of the Audit Committee at the end of the financial year were as follows:
Hong Seong Soo (Chairman)
Kun Swee Tiong Andy
Choo Siew Lohk
All members of the Audit Committee were non-executive and independent directors.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies
Act. In performing those functions, the Committee reviewed:
• The audit plan of the Company’s independent auditor and any recommendations on internal accounting
controls arising from the statutory audit;
• The assistance given by the Company’s management to the independent auditor; and
• The statement of financial position of the Company and the consolidated financial statements of the
Group for the financial year ended 31 March 2014 before their submission to the Board of Directors,
as well as the independent auditor’s report on the statement of financial position of the Company and
the consolidated financial statements of the Group.
The Audit Committee has recommended to the Board that the independent auditor, Robert Yam & Co. be
nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 37
DIRECTORS’
REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
INDEPENDENT AUDITOR
The independent auditor, Robert Yam & Co., has expressed its willingness to accept reappointment.
On behalf of the board of directors:
Wong Kuan Kit Keith Lim Yeow Sun
Director Director
4 July 2014
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 38
STATEMENT
BY DIRECTORS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
In the opinion of the directors:
(a) the accompanying statement of financial position, statement of comprehensive income, statements of
changes in equity, and consolidated statement of cash flows together with the notes thereto are drawn
up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
March 2014 and the results of the business and changes in equity of the Group and the Company and
cash flows of the Group for the year ended on that date;
(b) at the date of this statement, the ability of the Company to continue as a going concern is dependent
on the assumption that continuous funds will be received by the Company from the issuance of the
S$10,000,000 equity linked redeemable structured convertible notes (“Convertible notes”) to a third
party (Note 18); and
(c) at the date of this statement, for the reason set out in paragraph (b) above, there are reasonable grounds
to believe that the Company will be able to pay its debts as and when they fall due.
On behalf of the board of directors:
Wong Kuan Kit Keith Lim Yeow Sun
Director Director
4 July 2014
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 39
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS OF INFINIO GROUP LIMITED
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Infinio Group Limited (the “Company”) and its
subsidiaries (the “Group”) which comprise the statement of financial position of the Group and the Company
as at 31 March 2014, the statement of comprehensive income and statement of changes in equity of the
Group and the Company, and the consolidated statement of cash flows of the Group for the year then ended,
and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial
Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to
provide a reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition;
and transactions are properly authorised and that they are recorded as necessary to permit the preparation of
true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the entity’s preparation of
financial statements that give a true and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Qualified Audit Opinion on the Consolidated Financial Statements for the Year Ended 31 March 2014
The consolidated financial statements for the year ended 31 March 2012 were audited by another auditor
who expressed a qualified opinion on 2 July 2012 due to the inability to obtain sufficient and appropriate audit
evidence on the current liabilities associated with discontinued operations amounting to S$1,294,537.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 40
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS OF INFINIO GROUP LIMITED
This qualified audit opinion for the previous financial year continues into the current financial year as discussed
below.
Basis of Qualified Opinion
Included in the current liabilities presented in the statements of financial position is an amount of S$1,294,537
recognised by the Group arising from the discontinued operations (Note 31). The discontinued operations,
comprising of Broadband Network Systems Limited and its subsidiaries, are now currently under liquidation
as they ceased operation in 2011. The financial statements of these discontinued operations were not audited
since 2011 due to the resignations of all its directors and staff and their financial records were not available to
be audited. We were unable to satisfy ourselves even through alternative audit procedures to obtain sufficient
and appropriate audit evidence to determine whether the Group is required to recognise the total liabilities of
the discontinued operations of S$1,294,537, and if required, whether the recorded liabilities is fairly stated.
As such, we are unable to determine the impact on the current financial year’s consolidated statement of
comprehensive income arising from any adjustments to these liabilities.
Qualified Audit Opinion
In our opinion, except for the significant effects of the matter described in Basis of Qualified Opinion above,
the consolidated financial statements of the Group and the statement of financial position, statement
of comprehensive income and statement of changes in equity of the Company are properly drawn up in
accordance with the provisions of the Act and the Singapore Financial Reporting Standards so as to give a true
and fair view of the state of affairs of the Group and of the Company as at 31 March 2014 and the results,
changes in equity and cash flows of the Group and the Company for the year ended on that date.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 2(b) to the financial statements. The Group incurred
a net loss of S$1,469,956 (2013: S$1,629,805) for the financial year ended 31 March 2014. As at 31 March
2014, the Group’s current liabilities exceeded its current assets by S$3,949,172 (2013: S$2,140,415).
The conditions described in the preceding paragraph indicate the existence of material uncertainties which may
cast significant doubt on the ability of the Group and the Company to meet their obligations as and when they
fall due and to operate as a going concern. The accompanying consolidated financial statements of the Group
have been prepared on a going concern basis under the assumptions that continuous funds will be received
from the issuance of the S$10,000,000 equity linked redeemable structured convertible notes (“Convertible
notes”) to a third party (Note 18) so that the Group and the Company will be able to pay its debts as and when
they fall due. As of the date of this report, a total of S$4,800,000 funds were received and S$4,600,000 were
converted to shares, and available as working capital funds.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 41
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS OF INFINIO GROUP LIMITED
In the event the issuance of the Convertible notes is not fully utilised and no additional funds are forthcoming, it
may affect the Group and the Company to continue as a going concern for the foreseeable future. Adjustments
would have to be made to reflect the situation that the assets may need to be realised other than in the normal
course of business and at amounts which could differ significantly from the amounts stated in the statements
of financial position. In addition, the Company and the Group may have to provide for further liabilities which
may arise, and to reclassify non-current assets and non-current liabilities as current assets and current liabilities
respectively. No such adjustments have been made to the statement of financial position of the Company and
consolidated financial statements of the Group.
In forming our opinion, we have considered the adequacy of the disclosure of the above matter in the financial
statements.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In our opinion, the accounting and other records required by the Act to be kept by the Company and by the
subsidiary incorporated in Singapore of which we are the auditors have been properly kept in accordance with
the provisions of the Act.
ROBERT YAM & CO.
Public Accountants and
Chartered Accountants
Singapore
4 July 2014
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 42
STATEMENT OF
FINANCIAL POSITION
AS AT 31 MARCH 2014
Group Company
Note 2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
ASSETS
Non-Current Assets
Plant and equipment 4 5 – 5 –
Exploration and evaluation assets 5 2,402 – – –
Intangible assets 6 4,063 29 – –
Investment in subsidiaries 7 – – 6,450 –
Available-for-sale financial assets 8 367 – 367 –
6,837 29 6,822 –
Current Assets
Trade receivables 9 15 46 – 29
Other receivables 10 28 832 34 821
Other current assets 11 39 107 32 100
Cash and cash equivalents 12 240 177 238 171
322 1,162 304 1,121
Total assets 7,159 1,191 7,126 1,121
EQUITY AND LIABILITIES
Equity attributable to owners of
the Company
Share capital 13 41,750 35,212 41,750 35,212
Share option reserve 14 53 103 53 103
Currency translation reserve 14 95 164 – –
Fair value reserve 14 – – – –
Accumulated losses (38,996) (37,576) (37,428) (36,002)
2,902 (2,097) 4,375 (687)
Non-controlling interests (14) (14) – –
Total equity 2,888 (2,111) 4,375 (687)
Current Liabilities
Trade payables 16 433 928 332 824
Other payables 17 1,743 629 1,619 534
Borrowings 18 800 450 800 450
Current liabilities associated with
discontinued operations 31 1,295 1,295 – –
Total liabilities 4,271 3,302 2,751 1,808
Net current liabilities (3,949) (2,140) (2,447) (687)
Net (liabilities)/assets 2,888 (2,111) 4,375 (687)
Total equity and liabilities 7,159 1,191 7,126 1,121
The accompanying notes form an integral part of these financial statements.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 43
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
Group Company
Note 2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Continuing operations
Revenue 19 49 71 26 89
Cost of sales – (27) – –
Gross profit 49 44 26 89
Other income – net 20 209 310 161 262
Distribution and marketing expenses – (52) – (36)
Administrative expenses (1,721) (1,872) (1,656) (2,656)
Results from operating activities (1,463) (1,570) (1,469) (2,341)
Finance income – 9 – 9
Finance cost (7) (68) (7) (68)
Finance cost – net 22 (7) (59) (7) (59)
Loss before tax (1,470) (1,629) (1,476) (2,400)
Income tax benefit 24 – 4 – –
Loss from continuing operations (1,470) (1,625) (1,476) (2,400)
Discontinued operations
Loss from discontinued operations 31 – (5) – –
Loss for the year (1,470) (1,630) (1,476) (2,400)
Other comprehensive loss:
Items that may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets
– Fair value loss – (496) – (496)
– Reclassification – (38) – (38)
Employee share options
– Share options lapsed (50) – (50)
Currency translation differences
arising from consolidation (69) 63 – –
Other comprehensive loss for the year,
net of tax (119) (471) (50) (534)
Total comprehensive loss
for the year (1,589) (2,101) (1,526) (2,934)
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 44
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
Group
Note 2014 2013
S$’000 S$’000
Loss attributable to:
Owners of the Company (1,470) (1,628)
Non-controlling interests – (2)
(1,470) (1,630)
Total comprehensive loss attributable to:
Owners of the Company (1,589) (2,099)
Non-controlling interests – (2)
(1,589) (2,101)
Loss per share- continuing operations
– Basic loss per share (cents) 32 (0.05) (0.09)
– Diluted loss per share (cents) 32 (0.05) (0.09)
Loss per share – discontinued operations
– Basic loss per share (cents) 32 – –
– Diluted loss per share (cents) 32 – –
The accompanying notes form an integral part of these financial statements.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 45
STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
Attributable
Share Currency to owners NonShare
option translation Accumulated of the controlling Total
Group Capital reserve reserve losses Company interest equity
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Balance at 1 April 2013 35,212 103 164 (37,576) (2,097) (14) (2,111)
Loss for the year – – – (1,470) (1,470) – (1,470)
Other comprehensive
income/(loss)
Items that may be
reclassified subsequently
to profit and loss:
Employee share options
– Share options lapsed – (50) – 50 – – –
Currency translation
differences arising
from consolidation – – (69) – (69) – (69)
Total comprehensive
income/(loss) for the year – (50) (69) 50 (69) – (69)
Contributions by and
distributions to owners
of the Company
Issuance of shares 6,650 – – – 6,650 – 6,650
Share issue expenses (112) – – – (112) – (112)
6,538 – – – 6,538 – 6,538
Balance at 31 March 2014 41,750 53 95 (38,996) 2,902 (14) 2,888
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 46
STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
Attributable
Share Currency Fair to owners NonShare
option translation Value Accumulated of the controlling Total
Group capital reserve reserve Reserve losses Company interest equity
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Balance at 1 April 2012 33,948 103 101 534 (35,948) (1,262) (12) (1,274)
Loss for the year – – – – (1,628) (1,628) (2) (1,630)
Other comprehensive
income/(loss)
Items that may be reclassified
subsequently to
profit and loss:
Available-for-sale financial assets
– Fair value loss – – – (496) – (496) – (496)
– Reclassification – – – (38) – (38) – (38)
Currency translation differences
arising from consolidation – – 63 – – 63 – 63
Total comprehensive
income/(loss) for the year – – 63 (534) (1,628) (2,099) (2) (2,101)
Contributions by and
distributions to owners
of the Company
Issuance of shares 1,308 – – – – 1,308 – 1,308
Share issue expenses (44) – – – – (44) – (44)
1,264 – –- – – 1,264 – 1,264
Balance at 31 March 2013 35,212 103 164 – (37,576) (2,097) (14) (2,111)
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 47
STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
Share
Share option Fair value Accumulated Total
capital reserve reserve losses equity
Company S$’000 S$’000 S$’000 S$’000 S$’000
Balance at 1 April 2013 35,212 103 – (36,002) (687)
Loss for the year – – – (1,476) (1,476)
Other comprehensive income/(loss)
Employee share options
– Share options lapsed – (50) – 50 –
Total comprehensive income/(loss)
for the year – (50) – 50 –
Contributions by and distributions to
owners of the Company
Issuance of shares 6,650 – – – 6,650
Share issue expenses (112) – – – (112)
6,538 – – – 6,538
Balance at 31 March 2014 41,750 53 – (37,428) 4,375
Company
Balance at 1 April 2012 33,948 103 534 (33,602) 983
Loss for the year – – – (2,400) (2,400)
Other comprehensive loss
Items that may be reclassified
subsequently to profit and loss:
Available-for-sale financial assets:
– Fair value gain – (496) – (496)
– Reclassification – – (38) – (38)
Employee share options – – – – –
– Share options lapsed – – – – –
Total comprehensive loss
for the year – – (534) – (2,934)
Contributions by and distributions to
owners of the Company
Issuance of shares 1,308 – – – 1,308
Share issue expenses (44) – – – (44)
1,264 – – – 1,264
Balance at 31 March 2013 35,212 103 – (36,002) (687)
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 48
CONSOLIDATED STATEMENT OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
Note 2014 2013
S$’000 S$’000
Cash flows from operating activities
Loss before tax (1,470) (1,630)
Adjustments for:
Amortisation of intangible assets 6 14 15
Depreciation of plant and equipment 4 1 46
Loss on disposal of plant and equipment – 60
Impairment loss on available-for-sale financial assets 8 345 25
Gain on disposal on available-for-sale financial assets – (14)
Adjustment in deferred tax – (4)
Reclassification adjustments from fair value reserve to
profit or loss upon disposal 14 – (38)
Currency translation gain (69) –
Operating cash flows before changes in working capital (1,179) (1,540)
Changes in working capital, net of effects from
acquisition and disposal of subsidiaries:
Trade and other receivables1 123 (138)
Other current assets 68 (51)
Trade and other payables3 (731) (418)
Net cash used in operating activities (1,719) (2,147)
Cash flows from investing activities
Acquisition of plant and equipment 4 (6) –
Acquisition of a subsidiary3 34 (1,500) –
Proceeds from disposal of available-for-sale financial assets – 162
Proceeds from disposal of plant and equipment – 139
Net cash (used in)/from investing activities (1,506) 301
Cash flows from financing activities
Proceeds from issue of new ordinary shares2,3 2,488 1,264
Proceeds from borrowings 18 800 450
Net cash from financing activities 3,288 1,714
Net increase/(decrease) in cash and cash equivalents 63 (132)
Cash and cash equivalents at beginning of year 177 309
Cash and cash equivalents at end of year 12 240 177
1 On 10 February 2014, the Company was allotted and issued 3,158,000 ordinary shares of Ephraim Resources Limited
(formerly known as WAG Limited) (listed on Australian Securities Exchange) at AUD$0.20 per share (“Repayment Shares”)
representing 0.2% of the issued share capital of Ephraim Resources Limited, in full and final settlement of the outstanding
loans in the amount of S$711,869.
2 As the Company’s cashflow from operations was insufficient for the repayment of borrowings during the financial year
2013, to reduce the Company’s borrowing cost, the Company and the Lender agreed to the conversion of the outstanding
loan sum of S$450,000 into shares of the Company (the “Conversion Shares”) in lieu of repayment in cash. The Conversion
Shares were allotted and issued on 26 April 2013.
3 1,200,000,000 ordinary shares were issued at S$3,600,000 (S$0.003 per share) and S$1,500,000 was paid during the
financial year as partial consideration of acquisition of Summit Light Ventures Ltd amounting to S$6,450,000. S$1,350,000
remains outstanding due to vendors of Summit Light Ventures Ltd as at 31 March 2014.
The accompanying notes form an integral part of these financial statements.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 49
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
1. GENERAL INFORMATION
Infinio Group Limited (the “Company”) is listed on the Singapore Exchange and incorporated and
domiciled in Singapore.
The registered office is at 80 Robinson Road, #02-00 Singapore 068898 and principal place of business
of the Company is located at 2 Leng Kee Road, #03-04 Thye Hong Centre, Singapore 159086.
The principal activity of the Company is that of investment holding. The principal activities of the
subsidiaries are set out in Note 7 to the financial statements.
The dormant subsidiary, Widget TV Pte Ltd, has discontinued its operations during the financial year
(Note 31).
The financial statements for the financial year ended 31 March 2014 were authorised for issue in
accordance with a resolution of directors on 30 June 2014.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (“FRS”). The financial statements have been prepared under the historical cost
convention except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise
its judgement in the process of applying the Group’s accounting policies. It also requires the use
of certain critical accounting estimates and assumptions. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in Note 3.
The accounting policies adopted are consistent with those of the previous financial year except
in the current financial year, the Group has adopted all the new and revised standards and
Interpretations of FRS (INT FRS) that are effective for annual periods beginning on or after 1
April 2013. The adoption of these standards and interpretations did not have any effect on the
financial performance or position of the Group and the Company.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 50
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Going concern basis
The Group incurred net loss of S$1,469,956 (2013: S$1,629,805) for the financial year ended
31 March 2014. As at 31 March 2014, the Company’s current liabilities exceeded its current
assets by S$3,949,172 (2013: S$2,140,415). These factors indicate the existence of material
uncertainties which may cast significant doubt on the ability of the Group and the Company to
meet their obligations as and when they fall due and to operate as a going concern.
The consolidated financial statements have been prepared on a going concern basis, under the
assumptions that continuous funds will be received from the issuance of the S$10,000,000
equity linked redeemable structured convertible notes (“Convertible notes”) (Note 18) to a third
party so that the Group and the Company will be able to pay its debts as and when they fall
due. As of the date of this report, a total of S$4,800,000 funds were received and S$4,600,000
were converted to shares and available as working capital funds.
In the event the issuance of the Convertible notes is not fully utilized and funds are not
forthcoming, the Group and the Company are unable to continue as a going concern for the
foreseeable future, adjustments would have to be made to reflect the situation that the assets
may need to be realised other than in the normal course of business and at amounts which could
differ significantly from the amounts stated in the statements of financial position. In addition,
the Company and the Group may have to provide for further liabilities which may arise, and to
reclassify non-current assets and non-current liabilities as current assets and current liabilities
respectively. No such adjustments have been made to the statement of financial position of
the Company and consolidated financial statements of the Group.
(c) Basis of consolidation and business combinations
(i) Basis of consolidation
Basis of consolidation from 1 January 2010
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries as at the end of the reporting period. The financial statements of
the subsidiaries used in the preparation of the consolidated financial statements are
prepared for the same reporting date as the Company. Consistent accounting policies
are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 51
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Basis of consolidation and business combinations (Continued)
(i) Basis of consolidation (Continued)
Basis of consolidation from 1 January 2010 (Continued)
Subsidiaries are consolidated from the date of acquisition, being the date on which the
Group obtains control, and continue to be consolidated until the date that such control
ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that
results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is
accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
– de-recognises the assets (including goodwill) and liabilities of the subsidiary at
their carrying amounts at the date when control is lost;
– de-recognises the carrying amount of any non-controlling interest;
– de-recognises the cumulative translation differences recorded in equity;
– recognises the fair value of the consideration received;
– recognises the fair value of any investment retained;
– recognises any surplus or deficit in profit or loss; and
– reclassifies the Group’s share of components previously recognised in other
comprehensive income to profit or loss or retained earnings, as appropriate.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 52
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Basis of consolidation and business combinations (Continued)
(i) Basis of consolidation (Continued)
Basis of consolidation prior to 1 January 2010
Certain of the above-mentioned requirements were applied on a prospective basis.
The following differences, however, are carried forward in certain instances from the
previous basis of consolidation:
– Acquisitions of non-controlling interests, prior to 1 January 2010, were accounted
for using the parent entity extension method, whereby, the difference between
the consideration and the book value of the share of the net assets acquired
were recognised in goodwill.
– Losses incurred by the Group were attributed to the non-controlling interest
until the balance was reduced to NIL. Any further losses were attributed to the
Group, unless the non-controlling interest had a binding obligation to cover these.
Losses prior to 1 January 2010 were not reallocated between non-controlling
interest and the owners of the Company.
– Upon loss of control, the Group accounted for the investment retained at its
proportionate share of net asset value at the date control was lost. The carrying
values of such investments as at 1 January 2010 have not been restated.
(ii) Business combinations
Business combinations from 1 January 2010
Business combinations are accounted for by applying the acquisition method. Identifiable
assets acquired and liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date. Acquisition-related costs are recognised as
expenses in the periods in which the costs are incurred and the services are received.
When the Group acquires a business, it assesses the financial assets and liabilities
assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as at the acquisition date.
This includes the separation of embedded derivatives in host contracts by the acquiree.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 53
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Basis of consolidation and business combinations (Continued)
(ii) Business combinations (Continued)
Business combinations from 1 January 2010 (Continued)
Any contingent consideration to be transferred by the acquirer will be recognised at fair
value at the acquisition date. Subsequent changes to the fair value of the contingent
consideration which is deemed to be an asset or liability, will be recognised in
accordance with FRS 39 either in profit or loss or as a change to other comprehensive
income. If the contingent consideration is classified as equity, it is not remeasured until
it is finally settled within equity.
In business combinations achieved in stages, previously held equity interests in the
acquiree are remeasured to fair value at the acquisition date and any corresponding
gain or loss is recognised in profit or loss.
The Group elects for each individual business combination, whether non-controlling
interest in the acquiree (if any) is recognised on the acquisition date at fair value, or
at the non-controlling interest’s proportionate share of the acquiree’s identifiable net
assets.
Any excess of the sum of the fair value of the consideration transferred in the business
combination, the amount of non-controlling interest in the acquiree (if any), and the fair
value of the Group’s previously held equity interest in the acquiree (if any), over the net
fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. The
accounting policy for goodwill is set out in Note 2(g)(i). In instances where the latter
amount exceeds the former, the excess is recognised as gain on bargain purchase in
profit or loss on the acquisition date.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 54
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Basis of consolidation and business combinations (Continued)
(ii) Business combinations (Continued)
Business combinations prior to 1 January 2010
In comparison to the above mentioned requirements, the following differences applied:
Business combinations are accounted for by applying the purchase method. Transaction
costs directly attributable to the acquisition formed part of the acquisition costs. The
non-controlling interest (formerly known as minority interest) was measured at the
proportionate share of the acquiree’s identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps.
Adjustments to those fair values relating to previously held interests are treated as a
revaluation and recognised in equity. Any additional acquired share of interest did not
affect previously recognised goodwill.
When the Group acquired a business, embedded derivatives separated from the host
contract by the acquiree were not reassessed on acquisition unless the business
combination resulted in a change in the terms of the contract that significantly modified
the cash flows that otherwise would have been required under the contract.
Contingent consideration was recognised if, and only if, the Group had a present
obligation, the economic outflow was more likely than not and a reliable estimate was
determinable. Subsequent adjustments to the contingent consideration were recognised
as part of goodwill.
(d) Transactions with non-controlling interests
Non-controlling interest represents the equity in subsidiaries not attributable, directly or
indirectly, to owners of the Company, and are presented separately in the consolidated
statement of comprehensive income and within equity in the consolidated statement of financial
position, separately from equity attributable to owners of the Company.
Changes in the Company owners’ ownership interest in a subsidiary that do not result in a
loss of control are accounted for as equity transactions. In such circumstances, the carrying
amounts of the controlling and non-controlling interests are adjusted to reflect the changes
in their relative interests in the subsidiary. Any difference between the amount by which the
non-controlling interest is adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to owners of the Company.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 55
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Plant and equipment
Plant and equipment are initially recognised at cost and subsequently carried at cost less
accumulated depreciation and any accumulated impairment losses. The cost of an item of
plant and equipment initially recognised includes its purchase price and any cost that is directly
attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management.
Subsequent expenditure relating to plant and equipment that has already been recognised is
added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other repair and maintenance expenses are recognised in profit or loss as incurred.
An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset
is included in profit or loss in the year the asset is derecognised.
Depreciation on plant and equipment is calculated using the straight-line method to allocate
their depreciable amounts over their estimated useful lives as follows:
Useful lives
Furniture and fittings 3 – 5 years
Equipment 3 – 5 years
Motor vehicles 5 years
Renovation 5 years
The residual values, estimated useful lives and depreciation method of plant and equipment
are reviewed at each financial year-end, and adjusted prospectively, if appropriate. The effects
of any revision are recognised in profit or loss when the changes arise.
(f) Exploration and evaluation assets
(i) Pre-mining rights costs
Costs incurred prior to obtaining mining rights are expensed in the period in which they
are incurred.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 56
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Exploration and evaluation assets (Continued)
(ii) Exploration and evaluation costs
Once the legal right to explore has been acquired, exploration and evaluation expenditure
is charged to profit and loss as incurred, unless the directors conclude that a future
economic benefits is more likely than not to be realized. These costs include materials
and fuel used, surveying costs, drilling costs and payments made to contractors.
In evaluating if expenditures meet the criteria to be capitalized, several different sources
of information are utilized. The information that is used to determine the probability
of future benefits depends on the extent of exploration and evaluation that has been
performed.
Drilling and related costs incurred on sites without an existing mine and on areas outside
the boundary of a known mineral deposit which contains proven and probable reserves
are exploration and evaluation expenditures, and are expensed as incurred to the date
of establishing that costs incurred are economically recoverable. Further exploration and
evaluation expenditures, subsequent to the establishment recoverability, are capitalized
and included in the carrying amount of the mineral assets.
Management evaluates the following criteria in its assessments of economic
recoverability and probability of future economic benefit:
• Geology – whether or not there is sufficient geologic and economic certainty
of being able to convert a residual mineral deposit into a proven and probable
reserve at a development.
• Scoping – there is scoping study or preliminary feasibility study that demonstrates
the additional resources will generate a positive commercial outcome. Known
metallurgy provides a basis for concluding there is a significant likelihood of
being able to recoup the incremental costs of extraction and production.
• Accessible facilities – mining property can be processed economically at
accessible mining and processing facilities where applicable.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 57
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Exploration and evaluation assets (Continued)
(ii) Exploration and evaluation costs (Continued)
• Life of mine plans – an overall life of mine plan and economic model to support
the mine and the economic extraction of resources/reserves exists. A long term
life of mine plan, and supporting geological model identifies the drilling and
related development work required to expand or further define the existing ore
body.
• Authorisations – operating permits and feasible environmental programs exist
or are obtainable.
Prior to capitalizing exploration drilling and related costs, management will determine
that the following conditions have been met that will contribute to future cash flows:
There is a probable future benefit that will contribute to future cash inflows;
• The Group can obtain the benefit and controls access to it;
• The transaction or event giving rise to the future benefit has already occurred;
and
• Costs incurred can be measured reliably.
If after expenditure is capitalised, information becomes available suggesting that the
recovery of expenditure is unlikely, the amount is written off in profit and loss in the
period when the new information becomes available.
Once reserves are established and development is sanctioned, exploration and evaluation
assets are tested for impairment and transferred to “Mine under construction.” No
amortisation is charged during the exploration and evaluation phase.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 58
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(g) Intangible assets
(i) Goodwill on acquisitions
Goodwill on acquisitions of subsidiaries and businesses on or after 1 January 2010
represents the excess of (i) the sum of the consideration transferred, the amount of
any non-controlling interest in the acquiree and the acquisition-date fair value of any
previous equity interest in the acquiree over (ii) the fair value of the net identifiable
assets acquired.
Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and
on acquisition of joint ventures and associates represents the excess of the cost of
the acquisition over the fair value of the Group’s share of the net identifiable assets
acquired.
Goodwill on subsidiaries is recognised separately as intangible assets and carried at
cost less accumulated impairment losses.
Goodwill on associates and joint ventures is included in the carrying amount of the
investments.
Gains and losses on the disposal of subsidiaries, associates and joint ventures include
the carrying amount of goodwill relating to the entity sold, except for goodwill arising
from acquisitions prior to 1 January 2001. Such goodwill was adjusted against retained
profits in the year of acquisition and is not recognised in profit or loss on disposal.
(ii) Online gaming/computer software licences
Online gaming/computer software licences are initially capitalised at cost which includes
the purchase prices (net of any discounts and rebates) and other directly attributable
cost of preparing the asset for its intended use. Costs associated with maintaining the
online gaming/computer software licenses are recognised as an expense when incurred.
Online gaming/computer software licences are subsequently carried at cost less
accumulated amortisation and accumulated impairment losses. These costs are
amortised to profit or loss using the straight-line method over their estimated useful
life of 5 years.
The amortisation period and amortisation method of online gaming/computer software
licences are reviewed at least at the end of each reporting period. The effects of any
revision are recognised in profit or loss when the changes arise.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 59
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and
operating policies so as to obtain benefits from its activities.
(i) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses in the
Company’s separate financial statements. On disposal of investment in subsidiaries, the
difference between disposal proceeds and the carrying amounts of the investment are
recognised in profit or loss.
(j) Impairment of non-financial assets
(i) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually
and whenever there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the
Group’s cash-generating units (CGU) expected to benefit from synergies arising from
the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the
goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a
CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of
goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the
basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a
subsequent period.
(ii) Plant and equipment, exploration and evaluation assets, intangible assets and
investments in subsidiaries
Plant and equipment, exploration and evaluation assets, intangible assets and
investments in subsidiaries are tested for impairment whenever there is any objective
evidence or indication that these assets may be impaired.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 60
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) Impairment of non-financial assets (Continued)
(ii) Plant and equipment, exploration and evaluation assets, intangible assets and
investments in subsidiaries (Continued)
For exploration and evaluation assets, the following facts and circumstances are
indication of impairment;
(a) the period for which the entity has the right to explore in the specific area has
expired during the period or will expire in the near future, and is not expected
to be renewed;
(b) substantive expenditure on further exploration for and evaluation of mineral
resources in the specific area is neither budgeted nor planned;
(c) exploration for and evaluation of mineral resources in the specific area have not
led to the discovery of commercially viable quantities of mineral resources and
the entity has decided to discontinue such activities in the specific area; and
(d) sufficient data exist to indicate that, although a development in the specific area
is likely to proceed, the carrying amount of the exploration and evaluation asset
is unlikely to be recovered in full from successful development or by sale.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the
fair value less cost to sell and the value-in-use) is determined on an individual asset
basis unless the asset does not generate cash inflows that are largely independent of
those from other assets. If this is the case, the recoverable amount is determined for
the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as
an impairment loss in profit or loss, unless the asset is carried at revalued amount, in
which case, such impairment loss is treated as a revaluation decrease.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 61
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) Impairment of non-financial assets (Continued)
(ii) Plant and equipment, exploration and evaluation assets, intangible assets and
investments in subsidiaries (Continued)
An impairment loss for an asset other than goodwill is reversed if, and only if, there has
been a change in the estimates used to determine the asset’s recoverable amount since
the last impairment loss was recognised. The carrying amount of this asset is increased
to its revised recoverable amount, provided that this amount does not exceed the
carrying amount that would have been determined (net of any accumulated amortisation
or depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit
or loss, unless the asset is carried at revalued amount, in which case, such reversal is
treated as a revaluation increase. However, to the extent that an impairment loss on
the same revalued asset was previously recognised as an expense, a reversal of that
impairment is also recognised in profit or loss.
(k) Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of
its financial assets at initial recognition.
When financial assets are recognised initially, they are measured at fair value, plus, in the case
of financial assets not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
(i) Loans and receivables
Non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market are classified as loans and receivables. Subsequent to initial
recognition, loans and receivables are measured at amortised cost using the effective
interest method, less impairment. Gains and losses are recognised in profit or loss when
the loans and receivables are derecognised or impaired, and through the amortisation
process.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 62
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Financial assets (Continued)
Subsequent measurement (Continued)
(ii) Available-for-sale financial assets
Available-for-sale financial assets include equity and debt securities. Equity investments
classified as available-for-sale are those, which are neither classified as held for trading
nor designated at fair value through profit or loss. Debt securities in this category are
those which are intended to be held for an indefinite period of time and which may
be sold in response to needs for liquidity or in response to changes in the market
conditions.
After initial recognition, available-for-sale financial assets are subsequently measured
at fair value. Any gains or losses from changes in fair value of the financial asset are
recognised in other comprehensive income, except that impairment losses, foreign
exchange gains and losses on monetary instruments and interest calculated using the
effective interest method are recognised in profit or loss. The cumulative gain or loss
previously recognised in other comprehensive income is reclassified from equity to
profit or loss as a reclassification adjustment when the financial asset is derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are
measured at cost less impairment loss.
Derecognition
A financial asset is derecognised where the contractual right to receive cash flows from the
asset has expired. On derecognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any cumulative gain or
loss that had been recognised in other comprehensive income is recognised in profit or loss.
Regular way purchase or sale of a financial asset
All regular way purchases and sales of financial assets are recognised or derecognised on
the trade date i.e., the date that the Group commits to purchase or sell the asset. Regular
way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the marketplace
concerned.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 63
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l) Impairment of financial assets
The Group assesses at each reporting date whether there is any objective evidence that a
financial asset is impaired.
(i) Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses whether objective
evidence of impairment exists individually for financial assets that are individually
significant, or collectively for financial assets that are not individually significant.
If the Group determines that no objective evidence of impairment exists for an
individually assessed financial asset, whether significant or not, it includes the asset
in a group of financial assets with similar credit risk characteristics and collectively
assesses them for impairment. Assets that are individually assessed for impairment
and for which an impairment loss is, or continues to be recognised are not included in
a collective assessment of impairment.
If there is objective evidence that an impairment loss on financial assets carried at
amortised cost has been incurred, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash
flows discounted at the financial asset’s original effective interest rate. If a loan has a
variable interest rate, the discount rate for measuring any impairment loss is the current
effective interest rate. The carrying amount of the asset is reduced through the use of
an allowance account. The impairment loss is recognised in profit or loss.
When the asset becomes uncollectible, the carrying amount of impaired financial
assets is reduced directly or if an amount was charged to the allowance account, the
amounts charged to the allowance account are written off against the carrying value
of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial
assets has been incurred, the Group considers factors such as the probability of
insolvency or significant financial difficulties of the debtor and default or significant
delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment was
recognised, the previously recognised impairment loss is reversed to the extent that
the carrying amount of the asset does not exceed its amortised cost at the reversal
date. The amount of reversal is recognised in profit or loss.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 64
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l) Impairment of financial assets (Continued)
(ii) Available-for-sale financial assets
In the case of equity investments classified as available-for-sale, objective evidence
of impairment include (a) significant financial difficulty of the issuer or obligor, (b)
information about significant changes with an adverse effect that have taken place in
the technological, market, economic or legal environment in which the issuer operates,
and indicates that the cost of the investment in equity instrument may not be recovered;
and (c) a significant or prolonged decline in the fair value of the investment below its
costs. ‘Significant’ is to be evaluated against the original cost of the investment and
‘prolonged’ against the period in which the fair value has been below its original cost.
If an available-for-sale financial asset is impaired, an amount comprising the difference
between its acquisition cost (net of any principal repayment and amortisation) and its
current fair value, less any impairment loss previously recognised in profit or loss, is
transferred from other comprehensive income and recognised in profit or loss. Reversals
of impairment losses in respect of equity instruments are not recognised in profit
or loss; increase in their fair value after impairment are recognised directly in other
comprehensive income.
In the case of debt instruments classified as available-for-sale, impairment is assessed
based on the same criteria as financial assets carried at amortised cost. However, the
amount recorded for impairment is the cumulative loss measured as the difference
between the amortised cost and the current fair value, less any impairment loss on that
investment previously recognised in profit or loss. Future interest income continues to
be accrued based on the reduced carrying amount of the asset, using the rate of interest
used to discount the future cash flows for the purpose of measuring the impairment
loss. The interest income is recorded as part of finance income. If, in a subsequent
year, the fair value of a debt instrument increases and the increases can be objectively
related to an event occurring after the impairment loss was recognised in profit or loss,
the impairment loss is reversed in profit or loss.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 65
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank.
(n) Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of
its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial liabilities
not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification as follows:
Other financial liabilities
After initial recognition, other financial liabilities are subsequently measured at amortised cost
using the effective interest rate method. Gains and losses are recognised in profit or loss when
the liabilities are derecognised, and through the amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognised in profit or loss.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 66
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are
capitalised until the assets are substantially completed for their intended use or sale. All other
borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and
other costs that an entity incurs in connection with the borrowing of funds.
(p) Leases
The Group leases office premises under operating leases.
Leases where substantially all risks and rewards incidental to ownership are retained by the
lessors are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessors) are recognised in profit or loss on a straight-line basis
over the period of the lease.
(q) Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be
paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted at the end of the reporting period.
Deferred income tax is recognised for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements except when the
deferred income tax arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and affects neither accounting nor taxable profit
or loss at the time of the transaction.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 67
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q) Income taxes (Continued)
A deferred income tax liability is recognised on temporary differences arising on investments
in subsidiaries, except where the Group is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences and tax losses can
be utilised.
Deferred income tax is measured:
(i) at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted at the end of the reporting period; and
(ii) based on the tax consequence that will follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amounts
of its assets and liabilities.
Current and deferred income taxes are recognised as income or expense in profit or loss,
except to the extent that the tax arises from a business combinations or a transaction which
is recognised directly in equity. Deferred tax arising from a business combination is adjusted
against goodwill on acquisition.
(r) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and the amount of the obligation can be estimated
reliably.
(s) Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sales of
goods and rendering of service in the ordinary course of the Group’s activities. Revenue is
presented, net of goods and services tax, rebates and discounts, and after eliminating revenue
within the Group.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 68
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(s) Revenue recognition (Continued)
The Group recognises revenue when the amount of revenue and related cost can be reliably
measured, it is probable that the collectability of the related receivables is reasonably assured
and when the specific for each of the Group’s activities are met as follows:
(i) Rendering of service
(a) Internet Protocol Television Solutions (IPTV Solutions)
Revenue from system integration services are generally recognised in the period
in which the projects are billed. Billing phases are typically agreed at the start
of projects and based on stages of completion or acceptance of delivery by
customers.
(b) Online gaming
Revenue from services is recognised when services are rendered.
(ii) Sale of goods
Revenue from sale of goods or services is recognised when a Group entity has
delivered the products to the customer, the customer has accepted the products and
the collectability of the related receivables is reasonably assured.
(t) Employee benefits
(i) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group
pays fixed contributions into separate entities such as the Central Provident Fund on a
mandatory, contractual or voluntary basis. The Group has no further payment obligations
once the contributions have been paid.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 69
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(t) Employee benefits (Continued)
(ii) Share-based compensation
The Group operates an equity-settled, share-based compensation plan. The value of the
employee services received in exchange for the grant of the options is recognised as
an expense with a corresponding increase in the share option reserve over the vesting
period. The total amount to be recognised over the vesting period is determined by
reference to the fair value of options granted on the date of grant. Non-market vesting
conditions are included in the estimation of the number of shares under options that
are expected to become exercisable on the vesting date. At the end of each reporting
period, the Group revises its estimates of the number of shares under options that are
expected to become exercisable on the vesting date and recognises the impact of the
revision of the estimates in profit or loss, with a corresponding adjustment to the share
option reserve over the remaining vesting period.
When the options are exercised, the proceeds received net of any directly attributable
transactions costs are credited to share capital when the options are exercised.
(u) Currency translation
(i) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity operates
(“functional currency”). The financial statements are presented in Singapore Dollars
(“S$”), which is the functional currency of the Company.
(ii) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are
translated into the functional currency using the exchange rates at the dates of the
transactions.
Currency translation differences resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies
at the closing rates at the end of the reporting period are recognised in profit or loss.
However, in the consolidated financial statements, currency translation differences
arising from borrowings in foreign currencies and other currency instruments designated
and qualifying as net investment hedges and net investment in foreign operations, are
recognised in other comprehensive income and accumulated in the currency translation
reserve.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 70
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(u) Currency translation (Continued)
(ii) Transactions and balances (Continued)
When a foreign operation is disposed of or any loan forming part of the net investment
of the foreign operation are repaid, a proportionate share of the accumulated translation
differences is reclassified to profit or loss, as part of the gain or loss on disposal.
Non-monetary items measured at fair values in foreign currencies are translated using
the exchange rates at the date when the fair values are determined.
(iii) Translation of Group entities’ financial statements
The results and financial position of all the Group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities are translated at the closing exchange rates at the end of
the reporting period;
(b) income and expenses are translated at average exchange rates (unless the
average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are
translated using the exchange rates at the dates of the transactions); and
(c) all resulting currency translation differences are recognised in other
comprehensive income and accumulated in the currency translation reserve.
These currency translation differences are reclassified to profit or loss on
disposal or partial disposal of the entity giving rise to such reserve.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are
treated as assets and liabilities of the foreign operations and translated at the closing
rates at the end of the reporting period.
(v) Government grants
Government grants are recognised at their fair value where there is reasonable assurance that
the grant will be received and all attaching conditions will be complied with. Where the grant
relates to an asset, the fair value is recognised as deferred capital grant on the statement of
financial position and is amortised to profit or loss over the expected useful life of the relevant
asset by equal annual instalments. Grants that compensate the Group for expenses incurred
are recognised in profit or loss as other income on a systematic basis in the same periods in
which the expenses are recognised.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 71
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(w) Related parties
A related party is defined as follows:
(i) A person or a close member of that person’s family is related to the Group and Company
if that person:
(a) has control or joint control over the Company;
(b) has significant influence over the Company; or
(c) is a member of the key management personnel of the Group or Company or of
a parent of the Company.
(ii) An entity is related to the Group and the Company if any of the following conditions
applies:
(a) the entity and the Company are members of the same group (which means that
each parent, subsidiary and fellow subsidiary is related to the others);
(b) one entity is an associate or joint venture of the other entity (or an associate or
joint venture of a member of a group of which the other entity is a member);
(c) both entities are joint ventures of the same third party;
(d) one entity is a joint venture of a third entity and the other entity is an associate
of the third entity;
(e) the entity is a post-employment benefit plan for the benefit of employees of
either the Company or an entity related to the Company. If the Company is itself
such a plan, the sponsoring employers are also related to the Company;
(f) the entity is controlled or jointly controlled by a person identified in (a);
(g) a person identified in (i) (a) has significant influence over the entity or is a
member of the key management personnel of the entity (or of a parent of the
entity).
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 72
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(x) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the executive committee whose members are responsible for allocating resources and
assessing performance of the operating segments.
(y) Discontinued operations
A discontinued operation is a component of an entity that either has been disposed of, or that
is classified as held-for-sale and represents a separate major line of business or geographical
area of operations.
(z) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance
of new ordinary shares are deducted against the share capital account.
3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
The preparation of the Group’s consolidated financial statements requires management to make
judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. However,
uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability affected in the future periods.
(i) Judgments made in applying accounting policies
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on
the amounts recognised in the consolidated financial statements:
(a) Impairment of available-for-sale financial assets
The Group records impairment charges on available-for-sale financial assets when
there has been a significant or prolonged decline in the fair value below their cost. The
determination of what is “significant” or “prolonged” requires judgment. In making this
judgment, the Group evaluates, among other factors, historical share price movements
and the duration and extent to which the fair value of an investment is less than its cost.
For the financial year ended 31 March 2014, the amount of impairment loss recognised
for available-for-sale financial assets was S$344,629 (2013: S$25,216) (Note 8).
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 73
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
(CONTINUED)
(i) Judgments made in applying accounting policies (Continued)
(b) Determination of functional currency
The Group measures foreign currency transactions in the respective functional currencies
of the Company and its subsidiaries. In determining the functional currencies of the
entities in the Group, judgment is required to determine the currency that mainly
influences sales prices for goods and services and of the country whose competitive
forces and regulations mainly determines the sales prices of its goods and services.
The functional currencies of the entities in the Group are determined based on
management’s assessment of the economic environment in which the entities operate
and the entities’ process of determining sales prices.
(c) Deferred income tax assets
The Group recognises deferred income tax assets on carried forward unutilised capital
allowances and tax losses to the extent there are sufficient estimated future taxable
profits and/or taxable temporary differences against which the capital allowances and
tax losses can be utilised. Significant management judgement is required to determine
the amount of deferred income tax assets that can be recognised based upon the likely
timing and level of future taxable profits.
Deferred income tax of NIL (2013: S$120,000) was written off during the year because
of the uncertainty of its recoverability in the future period (Note 15).
(ii) Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at
the end of each reporting period, that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year are discussed below.
The Group based its assumptions and estimates on parameters available when the financial
statements are prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising beyond the control of
the Group. Such changes are reflected in the assumptions when they occur.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 74
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
(CONTINUED)
(ii) Key sources of estimation uncertainty (Continued)
(a) Impairment of loans and receivables
The Group assesses at the end of each reporting period whether there is any objective
evidence that a financial asset is impaired. To determine whether there is objective
evidence of impairment, the Group considers factors such as the probability of
insolvency or significant financial difficulties of the debtor and default or significant
delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash
flows are estimated based on historical loss experience for assets with similar credit
risk characteristics. The carrying amounts of the Group’s loans and receivables at the
end of each reporting period are disclosed in Note 9 (Trade receivables) and Note 10
(Other receivables) to the financial statements.
(b) Useful lives of plant and equipment
The cost of plant and equipment is depreciated on a straight-line basis over the plant and
equipment’s estimated economic useful lives. Management estimates the useful lives
of these plant and equipment to be within 3 – 5 years. Changes in the expected level of
usage and technological developments could impact the economic useful lives of these
assets, therefore, future depreciation charges could be revised. The carrying amount
of the Group’s plant and equipment at the end of each reporting period is disclosed in
Note 4 (Plant and equipment) to the financial statements.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 75
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
4. PLANT AND EQUIPMENT
Furniture Motor
and fittings Equipment vehicles Renovation Total
S$’000 S$’000 S$’000 S$’000 S$’000
Group – 2014
Cost
Beginning of the financial year 142 9 – – 151
Addition 6 – – – 6
End of the financial year 148 9 – – 157
Accumulated depreciation
Beginning of the financial year 142 9 – – 151
Charge for the year (Note 23) 1 – – – 1
End of the financial year 143 9 – – 152
Net book value
End of the financial year 5 – – – 5
Group – 2013
Cost
Beginning of the financial year 155 394 60 10 619
Disposals – (337) (60) – (397)
Write off (13) (48) – (10) (71)
End of the financial year 142 9 – – 151
Accumulated depreciation
Beginning of the financial year 135 203 26 10 374
Charge for the year (Note 23) 20 21 5 – 46
Disposals – (167) (31) – (198)
Write off (13) (48) – (10) (71)
End of the financial year 142 9 – – 151
Net book value
End of the financial year – – – – –
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 76
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
4. PLANT AND EQUIPMENT (CONTINUED)
Furniture Motor
and fittings Equipment vehicles Total
S$’000 S$’000 S$’000 S$’000
Company – 2014
Cost
Beginning of financial year 141 9 – 150
Addition 6 – – 6
End of financial year 147 9 – 156
Accumulated depreciation
Beginning of financial year 141 9 – 150
Charge for the year (Note 23) 1 – – 1
End of financial year 142 9 – 151
Net book value
End of financial year 5 – – 5
Company – 2013
Cost
Beginning of financial year 141 9 60 210
Disposal – – (60) (60)
End of financial year 141 9 – 150
Accumulated depreciation
Beginning of financial year 123 9 25 157
Charge for the year (Note 23) 18 – 6 24
Disposal – – (31) (31)
End of financial year 141 9 – 150
Net book value
End of financial year – – – –
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 77
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
5. EXPLORATION AND EVALUATION ASSETS
Group
2014 2013
S$’000 S$’000
Exploration and evaluation assets
Cost
Beginning of financial year – –
Acquisition of a subsidiary (Note 34) 2,402 –
End of financial year 2,402 –
Net book value
End of financial year 2,402 –
The Group has substantial investments in exploration and evaluation assets for its mining operations
in Australia whereby the carrying amount of the exploration and evaluation assets is dependent on the
successful development and commercial exploitation.
Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine
the technical feasibility and commercial viability or facts and circumstances suggest that the carrying
amount exceeds the recoverable amount.
Exploration and evaluation assets are tested for impairment when any of the following facts and
circumstances exist:
• The term of exploration licence in the specific area of interest has expired during the reporting
period or will expire in the near future, and is not expected to be renewed;
• Substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area are not budgeted nor planned.
• Exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and the decision was made
to discontinue such activities in the specified area; or
• Sufficient data exist to indicate that, although a development in the specific area is likely to
proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered
in full form successful development or by sale.
Where a potential impairment is indicated, an assessment is performed for each CGU which is no
larger than the area of interest. The Group performs impairment testing in accordance with the Group’s
accounting policy for impairment. (Note 2(j)(ii)).
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 78
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
6. INTANGIBLE ASSETS
Group
2014 2013
S$’000 S$’000
Composition:
Goodwill arising on consolidation (Note (a)) 4,048 –
Licenses and development costs (Note (b)) 15 29
4,063 29
(a) Goodwill arising on consolidation
Cost
Beginning of financial year 6,078 6,078
Acquisition of a subsidiary (Note 34) 4,048 –
End of financial year 10,126 6,078
Accumulated impairment
Beginning and end of financial year (6,078) (6,078)
Net book value 4,048 –
(b) Licenses and development costs
Cost
Beginning of financial year 1,119 1,119
Write off (127) –
End of financial year 992 1,119
Accumulated amortisation
Beginning of financial year 608 593
Amortisation charge for the year (Note 23) 14 15
Write off (67) –
End of financial year 555 608
Accumulated impairment
Beginning of financial year 482 482
Write off (60) –
End of financial year 422 482
Net book value 15 29
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 79
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
7. INVESTMENT IN SUBSIDIARIES
Company
2014 2013
S$’000 S$’000
Shares, at cost 10,489 10,489
Addition 6,450 –
Less: Impairment losses (8,489) (10,489)
Write Off (2,000) –
6,450 –
Analysis of impairment losses on investment in
subsidiaries as follows:
Beginning of financial year 10,489 10,249
Impairment loss recognised during the year (Note 23) – 240
Write off (2,000) –
End of financial year 8,489 10,489
Details of the subsidiaries are as follows:
Name of subsidiary
Country of
incorporation
Principal
activities
Ownership interest Cost of investment
2014 2013 2014 2013
% % S$’000 S$’000
Continuing operations
Summit Light Ventures Ltd(3) British Virgin Islands Mining 100 – 6,450 –
Infinio Resources Pte Ltd(1)
(formerly known as Gamespark Pte Ltd)
Singapore Dormant 100 100 99 99
Infinio Korea Co. Ltd(2) South Korea Sale of goods 100 100 240 240
Onegame Pte Ltd(1) Singapore Online gaming 83 83 5,150 5,150
Roomwise Holdings Pte Ltd(1)
(formerly known as Broadband
Network Systems Pte. Ltd.)
Singapore IPTV Solutions 100 100 –(4) –(4)
Discontinued operations
Widget TV Pte Ltd (Strike off) Singapore Dormant 100 100 – 2,000
Widget Exchange Pte Ltd (Strike off) Singapore Dormant 100 100 – –
Broadband Network Systems Ltd
(In compulsory liquidation)
Hong Kong Dormant 100 100 3,000 3,000
Held by Roomwise Holdings Pte Ltd
Roomwise Systems Limited (Strike off) Hong Kong Dormant 100 100 – –
TOTAL 14,939 10,489
(1) Audited by Robert Yam & Co.
(2) Audited by Anse Accounting Corporation.
(3) Not required to be audited under the laws of the country of incorporation.
(4) Investments in these subsidiaries are below S$1,000.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 80
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
8. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Beginning of financial year – 606 – 606
Addition 712 – 712 –
Fair value loss recognised in other
comprehensive income – (534) – (534)
Impairment losses (Note 23) (345) (25) (345) (25)
Disposals – (47) – (47)
End of financial year 367 – 367 –
Available-for-sale financial assets are analysed as follows:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Quoted equity investments
– Australia 367 – 367 –
Quoted equity investments
The fair value of quoted equity investments is determined by reference to their published bid price at
the end of the reporting period.
Investments in quoted shares are denominated in the following currency:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Australia Dollar 367 – 367 –
During the financial year, the Group and the Company recognised an impairment loss of S$344,629
(2013: S$25,216) against an equity security in Australia whose trade prices had been below cost for
a prolonged period.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 81
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
9. TRADE RECEIVABLES
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Subsidiaries – – 379 357
Non-related parties 70 101 – 29
70 101 379 386
Less: Allowance for impairment
– subsidiaries – – (379) (357)
– non-related parties (55) (55) – –
(55) (55) (379) (357)
Total trade receivables, net 15 46 – 29
Trade receivables are non-interest bearing and are generally on 15 to 30 days’ terms. They are
recognised at their original invoice amounts which represent their fair values on initial recognition.
Trade receivables that are past due but not impaired
The age analysis of trade receivables that are past due at the end of the reporting period but not
impaired is as follows:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Past due < 3 months 10 12 – –
Past due 3 to 6 months – 1 – –
Past due over 6 months – – – –
10 13 – –
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 82
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
9. TRADE RECEIVABLES (CONTINUED)
Trade receivables that are impaired
The Group’s and the Company’s trade receivables that are impaired at the end of the reporting period
and the movement of the allowance accounts used to record the impairment are as follows:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Gross amount 55 55 379 357
Less: Allowance for impairment (55) (55) (379) (357)
– – – –
Movement in the allowance
for impairment:
Beginning of financial year 55 428 357 673
Allowance made (Note 23) – – 22 57
Amount utilised – (373) – (373)
End of financial year 55 55 379 357
Trade receivables that are individually determined to be impaired at the end of the reporting period
relate to debtors that are in significant financial difficulties and have defaulted in payments. These
receivables are not secured by any collateral or credit enhancements.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 83
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
10. OTHER RECEIVABLES
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Amount due from subsidiaries – – 1,330 1,310
Amount due from non related parties 10 820 10 820
Refundable deposits 25 12 9 1
35 832 1,349 2,131
Less: Allowance for impairment
– subsidiaries – – (1,315) (1,310)
– non related parties (7) – – –
28 832 34 821
Movement in the allowance
for impairment:
Beginning of financial year – – 1,310 584
Allowance made (Note 23) 7 – 5 726
End of financial year 7 – 1,315 1,310
The Group and the Company wrote off other receivables amounting to NIL (2013: S$19,533) and NIL
(2013: S$15,395) respectively during the financial year (Note 23).
Included in the non-trade amount due from non-related parties is a loan of NIL (2013: S$811,869) made
to PT FirstFlower (“PTFF”), a subsidiary of Ephraim Resources Limited (“Ephraim”). On 30 November
2013, a total of S$100,000 was offset by a Company’s creditor against the Company’s receivable
from PTFF. Subsequently, the Company was allotted and issued 3,158,000 ordinary shares of Ephraim
Resources Limited (formerly known as WAG Limited) (listed on Australian Securities Exchange) at
AUD$0.20 per share (“Repayment Shares”) representing 0.2% of the issued share capital of Ephraim
Resources Limited, in full and final settlement of the outstanding loan in the amount of S$711,869 on
10 February 2014.
Non-trade amounts due from subsidiaries and non-related parties are unsecured, non-interest bearing
and are repayable on demand.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 84
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
11. OTHER CURRENT ASSETS
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Prepayments 23 92 16 85
GST receivable 16 15 16 15
39 107 32 100
12. CASH AND CASH EQUIVALENTS
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Cash and bank balances 240 177 238 171
Cash and cash equivalents are denominated in the following currencies:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Singapore Dollar 238 171 238 171
Korean Won 2 6 – –
240 177 238 171
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 85
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
13. SHARE CAPITAL
Group and Company
No. of
ordinary
shares Amount
‘000 S$’000
Issued and fully paid
2014
Beginning of financial year 2,066,169 35,212
Conversion of outstanding loan of S$450,000 into shares 125,000 450
Issuance of 1,200,000,000 shares of
S$0.003 for acquisition of subsidiary 1,200,000 3,600
Issuance of shares for 5% equity linked redeemable
structured notes due 2015 1,355,256 2,600
Share issue expenses – (112)
End of financial year 4,746,425 41,750
2013
Beginning of financial year 1,705,099 33,948
Issuance of ordinary shares for commitment fees of
S$0.006 each 83,333 500
Issuance of right shares cum warrants of S$0.02 each 383 8
Issuance of shares for 5% equity linked redeemable
structured notes due 2015 277,354 800
Share issue expenses – (44)
End of financial year 2,066,169 35,212
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. The Company
has one class of ordinary shares which carry one vote per share without restriction. The holders of the
ordinary shares are entitled to receive dividends as and when declared by the Company.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 86
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
13. SHARE CAPITAL (CONTINUED)
During the financial year, the Company issued new shares as follows:
(a) As the Company’s cashflow from operations was insufficient for the repayment of borrowings
during the financial year 2013, to reduce the Company’s borrowing cost, the Company and the
Lender agreed to the conversion of the outstanding loan sum of S$450,000 into shares of the
Company (the “ Conversion Shares”) in lieu of repayment in cash. Total 125,000,000 ordinary
shares were allotted and issued on 26 April 2013.
(b) 1,200,000,000 ordinary shares were issued as partial consideration of acquisition of Summit
Light Ventures Ltd.
(c) 1,355,256,582 new ordinary shares were issued pursuant to ELN Subscription Agreement
entered on 22 June 2012.
As at 31 March 2014, the total number of issued ordinary shares of the Group was 4,746,425,911
(2013: 2,066,169,329). The newly issued shares rank pari passu in all respects with the previously
issued shares.
There are no outstanding warrants or treasury shares in the financial year end.
14. OTHER RESERVE
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
(a) Composition:
Share option reserve 53 103 53 103
Currency translation reserve 95 164 – –
Fair value reserve – – – –
148 267 53 103
(b) Movements:
(i) Share option reserve
Beginning of financial year 103 103 103 103
Employee share option scheme
– Share options forfeited (50) – (50) –
End of financial year 53 103 53 103
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 87
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
14. OTHER RESERVE (CONTINUED)
Employee Share Options
Value of employee services
Share options were granted to key management personnel and other employees with more than two
years of service under the Infinio Group Limited Share Option Scheme (the “Scheme”).
Under the Scheme, options to subscribe for the ordinary shares of the Company are granted to key
management personnel and other employees. The exercise price of the options is determined at the
average of the closing prices of the Company’s ordinary shares as quoted on the Singapore Exchange
for five market days immediately preceding the date of the grant. Options are granted at no discount
or at a discount of 20% to the prevailing market price of the shares. The vesting of the options is
conditional on the key management personnel or employees completing another one year for no
discount and two years of service for a discount of 20% from the grant date.
Once the options are vested, they are exercisable for a period of three years. The options may be
exercised in full or in part in respect of 1,000 shares or a multiple thereof, on the payment of the
exercise price. The persons to whom the options have been issued have no right to participate by
virtue of the options in any share issue of any other company. The Group has no legal or constructive
obligation to repurchase or settle the options in cash.
The aggregate number of Shares over which options may be granted on any date, when added to the
number of shares issued and issuable in respect of all options granted under the Scheme, shall not
exceed 15% of the issued share capital of the company on the day preceding that date.
On 11 August 2008, the Company granted options to subscribe for 14,150,000 ordinary shares of the
Company at exercise price of S$0.04 per share (“2009 Options”). The 2009 Options are exercisable
from 11 August 2010 and will expire on 11 August 2013. On 12 June 2009, the Company further granted
options to subscribe for 42,000,000 ordinary shares of the Company at exercise price of S$0.045 per
share. The options were issued at market price and are exercisable from 12 June 2010 and expired
on 12 June 2014. A further 2,000,000 options were granted to Mr Ross Pollack upon his joining the
Company as an Independent Director on 1 September 2009. In total, 44,000,000 share options (The
“2010 Options”) were granted during the financial year ended 31 March 2010. No options were granted
during the financial year ended 31 March 2014.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 88
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
14. OTHER RESERVE (CONTINUED)
Movement in the number of unissued ordinary shares under option and their exercise prices are as
follows:
No. of ordinary shares under option
Group and
Company
Beginning of
financial year
Granted
during the
financial year
Forfeited
during the
financial year
End of
financial year Exercise price Exercise Period
2010 Options 8,000,000 – – 8,000,000 S$0.045 12 June 2010 –
1 September 2014
Group
2014 2013
S$’000 S$’000
(ii) Currency translation reserve
Beginning of financial year 164 101
Net currency translation differences of
financial statements of foreign subsidiaries (69) 63
End of financial year 95 164
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
(iii) Fair value reserve
Beginning of financial year – 534 – 534
Fair value loss on
available-for-sale financial to
profit or loss – (496) – (496)
Reclassification to profit or loss – (38) – (38)
End of financial year – – – –
Other reserves are non-distributable.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 89
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
15. DEFERRED INCOME TAX (ASSETS)/LIABILITIES
Group
2014 2013
S$’000 S$’000
Deferred income tax assets
Beginning of financial year – 120
Charged/(credited) to profit or loss (Note 24) – (120)
End of financial year – –
Deferred income tax assets:
–unutilised losses and capital allowances – –
– –
Deferred income tax liabilities
Beginning of financial year – (124)
Charged/(credited) to profit or loss (Note 24) – 124
End of financial year – –
Deferred income tax liabilities:
– property, plant and equipment – –
– deferred revenue – –
– –
Net deferred income tax (assets)/liabilities – –
Deferred income tax of NIL (2013: S$120,000) was written off during the year because of the
uncertainty of its recoverability in the future period (Note 24).
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 90
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
16. TRADE PAYABLES
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Non-related parties 433 928 332 824
Trade payables are non-interest bearing and are normally settled on 30 days’ terms.
Long-outstanding trade payables amounting to S$87,114 (2013: S$96,106) and S$87,114 (2013: S$83,629)
of the Group and the Company, respectively, were written back as no recent dealings or claims from
the creditors anymore (Note 20).
Trade payables are denominated in the following currencies:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Singapore Dollar 404 923 303 819
United States Dollar 13 5 13 5
Hong Kong Dollar 16 – 16 –
433 928 332 824
17. OTHER PAYABLES
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Amount due to other related parties 66 66 66 66
Other payables 1,344 172 1,333 160
Accrued expenses 169 171 57 88
Amount due to directors 163 220 163 220
1,743 629 1,619 534
Non-trade amount due to other related parties is unsecured, non-interest bearing and is repayable on
demand.
Other payables are unsecured, non-interest bearing and are repayable on demand.
Amount due to directors is non-trade related, unsecured, non-interest bearing and is repayable on
demand.
S$1,350,000 represents outstanding balance due to Summit Light Ventures Ltd as at 31 March 2014.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 91
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
17. OTHER PAYABLES (CONTINUED)
Other payables are denominated in the following currencies:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Singapore Dollar 1,695 608 1,619 534
Korean Won 48 21 – –
1,743 629 1,619 534
18. BORROWINGS
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Convertible notes(i) 800 – 800 –
Loans payable(ii) – 450 – 450
800 450 800 450
(i) On 22 June 2012, the Company signed a subscription agreement (the “Subscription Agreement”) relating
to the issue of 5.0% equity linked redeemable structured convertible notes (the “Convertible notes”)
in aggregate principal amount of up to S$10,000,000 comprising five tranches of principal amount of
S$2,000,000 each with Advance Opportunities Fund and Value Capital Asset Management Private Limited.
Each tranch shall comprise ten equal sub-tranches of S$200,000 each. The Convertible Notes shall entitle the
holder thereof to 5.0% interest per annum, and on the terms and conditions stipulated in the Subscription
Agreement, be convertible into ordinary shares in the capital of the Company which are listed on the Official
List of Catalist.
The Company raised gross proceeds of an aggregate of S$4,800,000 from a series of conversion of
Convertible Notes as at date of this report.
During the financial year, S$800,000 of Convertible notes were subscribed but not converted into ordinary
shares as at 31 March 2014. Subsequently, S$800,000 Convertibles notes were converted into ordinary
shares on 11 April 2014 and 12 May 2014.
(ii) On 27 June 2012, the Company has entered into a loan agreement with a third party amounting to S$700,000
with 1% interest per month for the purpose of repayment of existing liabilities and general working capital of
the Company. The loan was drawn on 29 June 2012. Full repayment of the principal amount must be made
within 24 months of the date of loan drawdown. A total of S$250,000 was paid in October and November
2012.
As the Company’s cashflow from operations prohibits the repayment of the outstanding loan sum during
the financial year and to further reduce the Company’s borrowing cost, the Company and the Lender have
agreed on 19 February 2013 to the conversion of the outstanding loan sum S$450,000 into shares of the
Company (the “Conversion Shares”) in lieu of repayment of cash. The Conversion Shares was granted listing
and quotation on 26 April 2013.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 92
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
19. REVENUE
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
IPTV Solutions – 23 – –
Online gaming 49 43 – –
Sale of goods – 5 – –
Management fees – – 26 89
49 71 26 89
20. OTHER INCOME – NET
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Directors’ fees waived 42 111 42 111
Gain on disposal of available-for-sale
financial assets – 14 – 14
Government grant 14 11 14 6
Net foreign exchange gains 43 5 – (18)
Sundry income 5 73 – 65
Over accrual of interest payable 16 – 16 –
Over accrual of expenses payable 2 – 2 –
Writeback of trade payables (Note 16) 87 96 87 84
209 310 161 262
Directors’ fees waived
The Company has accrued directors’ fees as approved by the members during the Annual General
Meeting for financial years ended 2013. However, the Company’s cashflow from operations prohibits
the full settlement of accrued directors’ fees. The Board of Directors had approved the recommendation
of Remuneration Committees for the waiver of total S$41,667 (2013: S$110,500) directors’ fees of
financial years ended 2013 in 2014.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 93
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
21. EMPLOYEE BENEFITS EXPENSE
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Salaries, bonuses and allowances
– directors (Note 23) 96 109 96 109
– other employees 226 296 226 211
Employer’s contribution to CPF
– directors (Note 23) 4 8 4 8
– other employees 35 34 35 33
361 447 361 361
22. FINANCE COST – NET
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Finance income
Dividend income on available-forfinancial
assets – 9 – 9
Finance cost
Interest expense from:
– Borrowings (5) (52) (5) (52)
– Late payments (2) (16) (2) (16)
(7) (68) (7) (68)
Finance cost – net (7) (59) (7) (59)
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 94
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
23. LOSS FOR THE YEAR
The following items have been included in arriving at loss for the year:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Amortisation of intangible assets
(Note 6) 14 15 – –
Audit fees 42 43 17 14
Allowance made for impairment of:
– trade receivables (Note 9) – – 22 57
– other receivables (Note 10) 7 – 5 726
Trade receivables written off (Note 9) – 20 – 15
Consulting fees 217 137 213 137
Company secretarial and tax fees 33 34 21 20
Depreciation of plant and equipment
(Note 4) 1 46 1 24
Directors’ fees (Note 26) 100 100 100 100
Employee benefits expense (Note 21) 361 447 361 361
Impairment loss of available-for-sale
financial assets (Note 8) 345 25 345 25
Impairment of investment in subsidiaries
(Note 7) – – – 240
Legal and professional fees 220 589 197 588
Loss on disposal of plant and equipment – 60 – 1
Listing fees and AGM/EGM expenses 143 163 143 163
Operating lease expenses – office and
equipment 140 107 139 87
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 95
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
24. INCOME TAX BENEFIT
Group
2014 2013
S$’000 S$’000
Current tax expense:
– Current year – –
– (Over)/under provision in respect of previous years – –
Deferred income tax expense:
– Utilisation of deferred tax liability (Note 15) – (124)
– Write-off of deferred tax asset (Note 15) – 120
– (4)
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Loss before tax
– continuing operations (1,470) (1,625) (1,476) (2,400)
– discontinued operations – (5) – –
(1,470) (1,630) (1,476) (2,400)
Tax calculated at statutory tax
rate of 17% (2013: 17%) (250) (277) (251) (408)
Different tax rates in other countries 2 (6) – –
Expenses not deductible for
tax purposes 15 10 – 4
Income not subject to tax (2) (2) (2) (1)
Utilization of deferred tax assets (7) (4) – –
Current year loss for which no
deferred tax asset was recognised 242 275 253 405
Income tax benefit – (4) – –
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 96
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
24. INCOME TAX BENEFIT (CONTINUED)
As at 31 March 2014, the Group has unutilised tax losses of approximately S$7,359,188 (2013:
S$3,743,657) and unutilised capital allowances of approximately S$562,047 (2013: S$495,266) available
for set-off against future taxable income subject to compliance with certain provisions of the tax
legislation.
Deferred tax asset of approximately S$1,346,610 (2013: S$738,941) in respect of these unutilised tax
losses and unutilised capital allowances has not been recognised because of the uncertainty of its
recoverability in the future periods.
25. COMMITMENTS AND CONTINGENCIES
(a) Operating lease commitments – where the Group is a lessee
The Group leases office premises and vehicle from non-related parties under non-cancellable
operating lease agreements. The leases have varying terms, escalation clauses and renewal
rights.
The future minimum lease payables under non-cancellable operating leases contracted for at
the end of the reporting period but not recognised as liabilities, are as follows:
Group
2014 2013
S$’000 S$’000
Not later than 1 year 126 49
Later than 1 year but not later than 5 years 77 10
203 59
(b) Contingencies
The Company has agreed to provide financial support for its subsidiaries, at 31 March 2014.
The support provided by the Company to its subsidiaries has no financial effect on the financial
statements of the Group.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 97
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
26. RELATED PARTY TRANSACTIONS
In addition to the information disclosed elsewhere in the financial statements, the following transactions
were entered into by the Company and by the Group with related parties at terms agreed between
the parties during the financial year:
(a) Management fees:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Management fees received from
subsidiaries – – 26 89
(b) Consulting fees
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Consulting fees paid to a director 73 63 73 63
(c) Key management personnel compensation:
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Directors’ fees (Note 23) 100 100 100 100
Salaries and bonuses (Note 21) 96 109 96 109
Employer’s contribution to CPF
(Note 21) 4 8 4 8
200 217 200 217
Key management personnel refer to the directors of the Company.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 98
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
27. CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES
The carrying amounts presented in the statements of financial position relate to the following categories
of assets and liabilities:
Group Company
Note 2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Financial assets
Available-for-sale financial assets 8 367 – 367 –
Loans and receivables:
Trade receivables 9 15 46 – 29
Other receivables 10 28 832 34 821
Cash and cash equivalents 12 240 177 238 171
650 1,055 639 1,021
Financial liabilities
Financial liabilities measured
at amortised cost:
Current:
Trade payables 16 433 928 332 824
Other payables 17 1,743 629 1,619 534
Borrowings 18 800 450 800 450
2,976 2,007 2,751 1,808
A description of the accounting policies for each category of financial instruments is disclosed in Note
2(k) (Financial assets) and Note 2(n) (Financial liabilities). A description of the Group’s financial risk
management objectives and policies for financial instruments is given in Note 28.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 99
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
28. FINANCIAL RISK MANAGEMENT
The main risks arising from the Group’s and Company’s financial instruments are credit risk, interest rate
risk, foreign currency risk and liquidity risk. The Group and Company do not use derivatives and other
instruments in its risk management activities. The Group and Company do not hold or issue derivative
financial instruments for trading purposes. The board reviews and agrees policies for managing each
of these risks on an informal basis and they are summarised below:
(a) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The major classes of financial assets of the Group and
Company are trade receivables, other receivables and cash and cash equivalents. For trade
receivables, the Group and Company trade only with creditworthy customers. For other financial
assets (including cash and cash equivalents), the Group and Company minimise credit risk by
dealing only with high credit quality counterparties.
At the end of the reporting period, the Group’s and the Company’s maximum exposure
to credit risk is represented by the carrying amount of each class of financial assets recognised
in the statement of financial position.
The Group and Company determine concentrations of credit risk by monitoring the country
and type of customer profile of their trade receivables on an ongoing basis. The credit risk
concentration profile of the trade receivables at the end of the reporting period is as follows:
 2014 2013
Group S$’000 % of total S$’000 % of total
By country
Singapore 1 1 29 64
Malaysia 14 99 17 36
15 100 46 100
By types of customers
Non-related parties 15 100 46 100
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 100
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
28. FINANCIAL RISK MANAGEMENT (CONTINUED)
(a) Credit risk (Continued)
 2014 2013
Company S$’000 % of total S$’000 % of total
By country
Singapore – – 29 100
By types of customers
Non related parties – – 29 100
At the end of the reporting period, approximately 100% (2013: 100%) of the Group’s trade
receivables were due from non-related parties (2013: non-related parties) debtors while
approximately 0% (2013: 100%) of the Company’s trade receivables were due from non-related
parties (2013: non-related parties).
Financial assets that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are creditworthy debtors
with good payment record with the Group and Company. Cash and cash equivalents that are
neither past due nor impaired are mainly deposits placed with reputable licensed banks with
high credit ratings.
Financial assets that are past due and/or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 8
(Available-for-sale financial assets,) Note 9 (Trade receivables) and Note 10 (Other receivables).
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and Company’s
financial instruments will fluctuate because of changes in market interest rates. The Group’s
and the Company’s exposure to interest rate risk arises primarily from their borrowings. The
Group has no policy to hedge against its interest rate risk.
Sensitivity analysis for interest rate risk
Sensitivity analysis for interest rate risk is not presented as the Group and the Company do not
have significiant exposure to interest rate risk arising primarily from their borrowings.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 101
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
28. FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Foreign currency risk
The Group and the Company incurs foreign currency risk on transactions and balances that are
denominated in a currency other than Singapore Dollar. The foreign currency giving rise to this
risk is primarily Australian Dollar (AUD).
Exposure to foreign currency risk is monitored on an ongoing basis to ensure that the net
exposure is at an acceptable level. The Group and the Company do not use any financial
derivatives such as foreign currency forward contracts, foreign currency options or swaps for
hedging purposes
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Group’s and the Company’s loss after
tax to a reasonably possible change in the AUD exchange rates against the respective functional
currencies of the Group entities, with all other variables including tax rate being held constant.
2014 2013
Loss after tax Loss after tax
Group and the Company S$’000 S$’000
AUD/SGD
– strengthened 7.8% (2013: 5.3%) (24) (23)
– weakened 7.8% (2013: 5.3%) 24 23
(d) Liquidity risk
Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting
financial obligations due to shortage of funds. The Group and the Company manage their liquidity
risk by maintaining an adequate level of cash and cash equivalents and obtaining continuous
funds from the issuance of the S$10,000,000 equity linked redeemable structured convertible
notes (“Convertible notes”) to a third party.
The table below summarises the maturity profile of the Group’s and the Company’s financial
liabilities at the end of the reporting period based on contractual undiscounted payments.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 102
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
28. FINANCIAL RISK MANAGEMENT (CONTINUED)
(d) Liquidity risk (Continued)
1 year 1 to 5 Over
or less years 5 years Total
S$’000 S$’000 S$’000 S$’000
Group
2014
Trade payables 433 – – 433
Other payables 1,743 – – 1,743
Borrowings 800 – – 800
2,976 – – 2,976
2013
Trade payables 928 – – 928
Other payables 629 – – 629
Borrowings 450 – – 450
2,007 – – 2,007
Company
2014
Trade payables 332 – – 332
Other payables 1,619 – – 1,619
Borrowings 800 – – 800
2,751 – – 2,751
2013
Trade payables 824 – – 824
Other payables 534 – – 534
Borrowings 450 – – 450
1,808 – – 1,808
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 103
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
29. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents financial instrument measured at fair value and classified as level 1 where
quoted prices (unadjusted) are based in active markets for identical assets:
Group and Company
2014 2013
S$’000 S$’000
Level 1 – Financial assets
Available-for-sale financial assets
– equity securities 367 –
Total assets 367 –
The fair value of the available-for-sale financial assets is traded in active markets based on quoted
market prices at the end of the reporting period. The quoted market price used for financial assets
held by the Group and Company is the current bid price. These instruments are included in Level 1.
The carrying amounts of trade receivables, other receivables, cash and cash equivalents, trade payables,
other payables, and borrowings are reasonable approximation of fair values due to their short-term
nature.
30. CAPITAL MANAGEMENT
Capital includes debt and equity items as disclosed in the table below.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern and to maintain a capital structure so as to maximise shareholder value. In order to
maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment,
return capital to shareholder, issue new shares, buy back issued shares, obtain new borrowings or sell
assets to reduce borrowings. The Group’s overall strategy remained unchanged from 2013.
Management monitors capital based on a gearing ratio. This ratio is calculated as net debt divided
by total capital. Net debt is calculated as total current liabilities less cash and cash equivalents. Total
capital is calculated as equity plus net debt or less net cash.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 104
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
30. CAPITAL MANAGEMENT (CONTINUED)
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Trade payables 433 928 332 824
Other payables 1,743 629 1,619 534
Borrowings 800 450 800 450
Current liabilities associated with
discontinued operations 1,295 1,295 – –
Total current liabilities 4,271 3,302 2,751 1,808
Less: Cash and cash equivalents (240) (177) (238) (171)
Net debt 4,031 3,125 2,513 1,637
Share capital 41,750 35,212 41,750 35,212
Share option reserve 53 103 53 103
Currency translation reserve 95 164 – –
Fair value reserve – –
Accumulated losses (38,996) (37,576) (37,428) (36,002)
Non-controlling interest (14) (14) – –
Total equity 2,888 (2,111) 4,375 (687)
Group Company
2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000
Total capital 6,919 1,014 6,888 950
Gearing ratio 58.26% 308.19% 36.48% 172.32%
The Group and the Company are not subject to any externally imposed capital requirements for the
financial years ended 31 March 2014 and 2013.
31. DISCONTINUED OPERATIONS
(a) In 2013, the Group discontinued operations of its dormant subsidiaries namely, Widget Exchange
Pte Ltd and Roomwise Systems Limited followed by Widget TV Pte Ltd in 2014.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 105
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
31. DISCONTINUED OPERATIONS (CONTINUED)
(b) In 2011, the Broadband Network Systems Limited (“BNS”) and its overseas subsidiaries ceased
operations and all its directors and staff resigned during that year. The financial statements of
the BNS and its overseas subsidiaries were not audited since 2011 as their financial records
were not available to be audited. The write-off of the total assets is recognised in the Group’s
financial statements. The total liabilities of the BNS and its overseas subsidiaries recognised by
the Group amounted to approximately S$1,294,537 (2013: S$1,294,537) remained unchanged
since 2011.
The Official Receiver was appointed the provisional liquidator of the BNS following the windingup
order on 8 June 2011 and on the same date, in replacement of the Official Receiver, the
Officer Receiver appointed Mr. Arab Osman Mohammed and Mr. Wong Tak Man Stephen of
RSM Nelson Wheeler Corporate Advisory Limited, as the joint and several provisional liquidators
of the Company under Section 194 (1A) of the Companies Ordinance.
Subsequently, by order of the High Court dated 30 January 2012, Leung Shu Yin, William and
Yick Yuel Wah, both of Fok Chan Leung Wan CPA Limited, Room 903-908, Kai Tak Commercial
Building, 317-319 Des Voeux Road Central, Hong Kong have been appointed as Joint and Several
Liquidators of BNS (In compulsory liquidation) without a committee of inspection.
The condition precedent to the approval of the appointment of Joint and Several Liquidators
were only satisfied on 27 April 2012, and, on the same date, the notice of appointment of
liquidators of BNS was gazetted in Hong Kong local newspapers.
The liquidation is still on going until further notice.
The results of the discontinued operations of the Group are as follows:
Group
2014 2013
S$’000 S$’000
Revenue – –
Expenses – (5)
Loss from discontinued operations before tax – (5)
Income tax – –
Loss from discontinued operations after tax – (5)
* The total expenses from discontinued operations as stated above are below S$1,000
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 106
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
31. DISCONTINUED OPERATIONS (CONTINUED)
The impact of the discontinued operations on the cash flows of the Group is as follows:
Group
2014 2013
S$’000 S$’000
Operating cash outflows – (2)
Investing cash outflows – (4)
Financing cash outflows – 6
Total cash outflows – –
* The total cash outflows from discontinued operations as stated above are below S$1,000.
Group
2014 2013
S$’000 S$’000
Details of the assets in discontinued operations are as follows:
Current asset – –
Non-current asset – –
– –
Details of the liabilities in discontinued operations are as follows:
Current liabilities – –
Non-current liabilities – –
– –
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 107
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
32. LOSS PER SHARE
Basic and diluted loss per share
Basic and diluted loss per share is calculated by dividing the net loss attributable to equity holders of
the Company by the weighted average number of ordinary shares outstanding during the financial year.
Continuing
operations
Discontinued
operations Total
2014 2013 2014 2013 2014 2013
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Net loss attributable to equity
holders of the Company (1,470) (1,623) – (5) (1,470) (1,628)
Weighted average number of
ordinary shares outstanding for
basic loss per share (‘000) 2,930,582 1,773,246 2,930,582 1,773,246 2,930,582 1,733,246
Weighted average number of
ordinary shares outstanding for
diluted loss per share (‘000) 2,930,582 1,773,246 2,930,582 1,773,246 2,930,582 1,773,246
Basic loss per share
(cents per share) (0.05) (0.09) – – (0.05) (0.09)
Diluted loss per share
(cents per share) (0.05) (0.09) – – (0.05) (0.09)
The Group’s dilutive potential ordinary shares are employee shares options and convertible notes.
However, there is no impact on the Group’s earnings per share as the exercise of the dilutive employee
share options will result in anti-dilution of earnings per share.
33. SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the Executive
Director (“ED”) and the department heads of each business within each geographical segment that
are used to make strategic decisions.
They consider the business from both a geographic and business segment perspective. Geographically,
management manages and monitors the business in the three primary geographic areas namely,
Australia, South Korea and Singapore. South Korea derives its revenue from sale of goods while
Singapore from IPTV solutions and online gaming.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 108
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
33. SEGMENT INFORMATION (CONTINUED)
The segment information provided to the ED for the reportable segments as follows:
Australia South Korea Singapore
Group Mining
Sales of
goods
IPTV
Solutions
Online
gaming
Total
continuing
operations
2014 S$’000 S$’000 S$’000 S$’000 S$’000
Revenue
– external parties – – – 49 49
Gross profit – – – 49 49
Segment assets 2,402 9 1 46 2,458
Segment liabilities – 48 157 11 216
Australia South Korea Singapore
Group Mining
Sales of
goods
IPTV
Solutions
Online
gaming
Total
continuing
operations
2013 S$’000 S$’000 S$’000 S$’000 S$’000
Revenue
– external parties – 5 23 43 71
Gross profit – 1 1 42 44
Segment assets – 13 1 57 71
Segment liabilities – 8 106 1 115
The ED assesses the performance of the operating segments based on gross profit. Segment results
represent the profit earned by each segment without allocation of other income, selling and distribution
expenses, administrative expenses, finance costs and income tax expense. This is the measure reported
to the ED for the purposes of resource allocation and assessment of segment performance.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 109
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
33. SEGMENT INFORMATION (CONTINUED)
Reconciliations
(i) Segment gross profits
A reconciliation of gross profit to loss before tax and discontinued operations is as follows:
2014 2013
S$’000 S$’000
Gross profit for reportable segments 49 44
Other income-net 209 310
Distribution and marketing expenses – (52)
Depreciation – (25)
Amortisation (14) (15)
Administrative expenses (1,707) (1,832)
Finance cost – net (7) (59)
Loss before income tax benefit and discontinued operations (1,470) (1,629)
(ii) Segment assets
The amounts provided to the ED with respect to total assets are measured in a manner
consistent with that of the financial statements. All assets are allocated to reportable segments
other than cash and cash equivalents, trade and other receivables, other current assets,
available-for-sale financial assets, property, plant and equipment.
2014 2013
S$’000 S$’000
Segment assets for reportable segments 2,458 71
Unallocated:
– Cash and cash equivalents 237 171
– Trade receivables – 821
– Other receivables 12 29
– Intangible assets 4,048 –
– Other current assets 32 99
– Available-for-sale financial assets 367 –
– Plant and equipment 5 –
7,159 1,191
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 110
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
33. SEGMENT INFORMATION (CONTINUED)
Reconciliations (Continued)
(iii) Segment liabilities
The amounts provided to the ED with respect to total liabilities are measured in a manner
consistent with that of the financial statements. These liabilities are allocated based on the
operations of the segments. All liabilities are allocated to reportable segments other than trade
and other payables, borrowings and current liabilities associated with discontinued operations.
2014 2013
S$’000 S$’000
Segment liabilities for reportable segments 216 115
Unallocated:
– Trade payables 332 823
– Other payables 1,628 619
– Borrowings 800 450
– Current liabilities associated with discontinued operations 1,295 1,295
4,271 3,302
(iv) Geographic information
The Group’s three business segments operate in three main geographical areas:
• Australia – the operations in this area is principally mining of mineral resources mainly
gold.
• South Korea – the operations in this area is principally sales of goods which comprises
selling of interactive multimedia, e-learning and online media applications.
• Singapore – the operations in this area are principally IPTV solutions and online gaming.
Total consolidated sales
2014 2013
S$’000 S$’000
Australia – –
South Korea – 5
Singapore 49 66
49 71
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 111
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
34. ACQUISITION OF A SUBSIDIARY
On 25 February 2014, the Group acquired 100% equity interest in Summit Light Ventures Ltd. The
principal activity of Summit Light Ventures Ltd is that of mining mineral resources mainly gold mining
in Australia. As a result of the acquisition, the Group is expected to provide the Company with potential
revenue that could enhance value for shareholders.
Details of the consideration paid, the assets acquired and the effects on the cash flows of the Group,
at the acquisition date, are as follows:
(a) Purchase consideration
2014
S$’000
Cash paid 1,500
Shares issued 3,600
Other payables 1,350
Total purchase consideration 6,450
(b) Effect on cash flows of the Group
Cash paid (as above) 1,500
(c) Identifiable assets acquired
Exploration and evaluation assets (Note 5) 2,402
(d) Goodwill recognised as a result of the acquisition
Purchase consideration (as above) 6,450
Total identifiable assets (as above) (2,402)
Goodwill (Note 6) 4,048
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 112
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
35. EVENTS AFTER THE REPORTING PERIOD
(a) On 7 April 2014, every ten (10) Existing Shares registered in the name of each Shareholder
were consolidated into one (1) Consolidated Share, and the issued share capital of the Company
comprises 474,642,577 Consolidated Shares upon completion of Share Consolidation on the
same day.
(b) On 14 April 2014, the Company has entered into Memorandum of Understanding (“MOU”) with
PT Bahana Nada Gemilang (“PT BNG”), a third party, for the proposed acquisition of up to 70%
of the interest in PT BNG, which holds the interest in a Sipongi copper and gold mine located
in Muara Sipongi, North Sumatra, Indonesia. The Company is in the process of conducting due
diligence and finalising negotiations on funding requirements for the proposed acquisition. It will
make an announcement when appropriate to update on the status of the prospective acquisition.
(c) On 16 April 2014, the Company has incorporated a new wholly owned subsidiary, Infinio Mining
Pty Ltd. In Australia, with principal activities of carrying out mining operations and services on
the Group’s mining assets in Australia.
(d) On 8 May 2014, the Company’s subsidiary Gamespark Pte Ltd was renamed as Infinio
Resources Pte Ltd.
(e) Additional S$600,000 of Convertible notes were subscribed after balance sheet date and
S$1,200,000 of Convertible notes were converted into ordinary shares. S$200,000 of Convertible
notes were subscribed but not converted into ordinary shares as at the date of this report.
36. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS
At the date of authorisation of these financial statements, the following standards and interpretations
have been issued but not yet effective and which the Group and the Company have not early adopted.
Effective for
annual periods
Description
beginning on
or after
Amendments to FRS 27 (revised) Separate Financial Statements 1 January 2014
Amendments to FRS 28 (revised) Investments in Associates and Joint ventures 1 January 2014
Amendments to FRS 110 Consolidated Financial Statements 1 January 2014
Amendments to FRS 111 Joint Arrangements 1 January 2014
Amendments to FRS 112 Disclosure of Interests in Other Entities 1 January 2014
Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities 1 January 2014
Amendments to FRS 36 Recoverable Amount Disclosures for Non-Financial
Assets
1 January 2014
Amendments to FRS 39 Novation of Derivatives and Continuation of
Hedge Accounting
1 January 2014
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 113
NOTES TO THE
FINANCIAL STATEMENTS
31 MARCH 2014
36. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS
(CONTINUED)
Effective for
annual periods
Description
beginning on
or after
Amendments to FRS 110
(Transition Guidance)
Consolidation Financial Statements 1 January 2014
Amendments to FRS 111
(Transition Guidance)
Joint Arrangements 1 January 2014
Amendments to FRS 112 Disclosure of Interests in Other Entities 1 January 2014
Amendments to FRS 19 Defined Benefit Plans: Employee Contributions 1 July 2014
Amendments to FRS 102 Definition of Vesting Condition *1 July 2014
Amendments to FRS 103 Accounting for Contingent Consideration in a
Business Combination
**1 July 2014
Amendments to FRS 108 Aggregation of Operating Segments Reconciliation
of the Total of the Reportable Segments’ Assets
to the Entity’s Assets
1 July 2014
Amendments to FRS 16 Revaluation Method – Proportionate Restatement
of Accumulated Depreciation
1 July 2014
Amendments to FRS 24 Key Management Personnel 1 July 2014
Amendments to FRS 38 Revaluation Method – Proportionate Restatement
of Accumulated Amortisation
1 July 2014
Amendments to FRS 103 Scope Exceptions for Joint Ventures 1 July 2014
Amendments to FRS 113 Scope of paragraph 52 (portfolio exception) 1 July 2014
Amendments to FRS 40 Clarifying the Interrelationship between FRS
103 and FRS 40 when Classifying Property as
Investment Property or Owner-occupied Property
1 July 2014
* An entity shall prospectively apply that amendment to share-based payment transactions for which the grant
date is on or after 1 July 2014.
** An entity shall apply that amendment prospectively to business combinations for which the acquisition date
is on or after 1 July 2014.
The Group and the Company expect that the adoption of standards and interpretations above will
have no material impact on the financial statements of the Company in the period of initial application.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 114
DETAILED TRADING AND
PROFIT OR LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2014
The annexed detailed profit or loss account does not form part of the audited statutory accounts and
therefore it is not covered by the independent auditor’s report. It is not necessary to file the detailed
profit or loss account with the Accounting & Corporate Regulatory Authority.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 115
DETAILED TRADING AND
PROFIT OR LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2014
2014 2013
S$’000 S$’000
Sales 49 71
Less: Cost of sales – (27)
Gross profit 49 44
Add: Other income
Gain on disposal of available-for-sale financial assets – 14
Directors’ fees waived 42 111
Over accrual of interest payable 16 –
Writeback of trade payables 89 96
Government grant 14 11
Net foreign exchange gains 43 5
Sundry income 5 73
209 310
Less: Distribution and marketing expenses – (52)
Administration expenses (1,721) (1,872)
Results from operating activities (1,463) (1,570)
Finance income – 9
Finance costs (7) (68)
Loss before tax (1,470) (1,629)
Income tax benefit – 4
Loss from continuing operations (1,470) (1,625)
Loss from discontinued operations – (5)
Loss for the year (1,470) (1,630)
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 116
DISTRIBUTION, MARKETING AND
ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED 31 MARCH 2014
2014 2013
S$’000 S$’000
Amortisation of intangible assets 14 15
Audit fees 42 43
Bank charges 1 2
Consulting fees 217 137
Company secretarial and tax fees 33 34
CPF on directors’ salaries, bonuses and allowances 4 8
CPF on staff salaries, bonuses and allowances 35 34
Depreciation of plant and equipment 1 25
Directors’ fees 100 100
Directors’ salaries, bonuses and allowances 96 109
Impairment loss on available-for-sale financial assets 345 25
Trade receivables written off – 20
Operating lease expense – office and equipment 140 107
Listing fees and AGM/EGM expenses 143 163
Marketing and advertising expenses – 52
Legal and professional fees 220 589
Loss on disposal of plant and equipment – 60
Printing, postages and stationery 1 8
Staff salaries, bonuses and allowances 226 296
Transport expenses 9 11
Travelling expenses 36 29
Others 58 57
1,721 1,924
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 117
ADDITIONAL
DISCLOSURE REQUIREMENTS
Material Contracts
The following contracts have been entered into by the Group of Companies and are still subsisting or were
entered into since the end of the previous Financial Year:
(a) A Subscription Agreement dated 22 June 2012 relating to the issue of 5.0% equity linked redeemable
structured convertible notes due 2015 in aggregate principal amount of up to S$10,000,000 was
entered amongst the Company, Advance Opportunities Fund (the “Subscriber”) and Value Capital Asset
Management Private Limited (the “ Investment Manager”).
The Company proposes to issue to subscriber 5.0% equity linked redeemable structured convertible
notes due 2015 with an aggregate principal amount of up to S$10,000,000 comprising five tranches
of a principal amount of S$2,000,000 each. Each tranche shall comprise ten equal sub-tranches of
S$200,000 each. The Notes shall entitle the holder thereof to 5.0% interest per annum, and on the
terms and conditions stipulated in the Subscription Agreement, be convertible into ordinary shares in
the capital of the Company which are listed on the Official List of Catalist.
Conditions precedent
The Subscriber shall not be obligated to subscribe and pay for any of the Notes unless, inter alia, the
following conditions precedent have been satisfied:
(i) the delivery of certified true copies of the Company’s board of directors’ resolutions and/or
the resolutions of the shareholders of the Company (the “Shareholders”) approving the issue
of the Notes and the new Shares to be issued upon conversion of the Notes (the “Conversion
Shares”) to the Subscriber on each Closing Date (as defined in the Subscription Agreement);
(ii) the delivery of certified true copies of all requisite approvals from the SGX-ST (where necessary)
for the issue of the Conversion Shares and the listing and quotation of the Conversion Shares
on the Official List of the Catalist (such approvals having been obtained and not withdrawn or
revoked) to the Subscriber on each Closing Date; and
(iii) the delivery of disclosure documents as listed in Schedule 1 of the Subscription Agreement to
the Subscriber and the Investment Manager on each Closing Date.
The Company raised gross proceeds of an aggregate of S$4,800,000 from a series of conversion of
5.0% equity linked redeemable structure convertible notes due 2015 and S$4,600,000 were converted
to shares, and available as working capital funds as at date of this report.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 118
ADDITIONAL
DISCLOSURE REQUIREMENTS
(b) On 11 April 2014, the Company has entered into a non-legally binding Memorandum of Understanding
(“MOU”) with the PT Bahana Nada Gemilang in relation to a proposed acquisition of up to 70% of the
interest in PT Bahana Nada Gemilang (“PT BNG”) (or such other special purpose company to be set
up), which holds the interest in a Sipongi copper and gold mine located in Muara Sipongi, Mandailing
Natal Regency, North Sumatra (the “Proposed Acquisition”).
PT BNG owns the mining licenses and permits of an area designated for the Proposed Acquisition and
it also holds the beneficial interest in the assets of the Proposed Acquisition (the licenses and permits
and assets with regard to the Proposed Acquisition collectively referred to as the “Assets”).The Sipongi
copper and gold mine comprises an area of 2,333 hectares of which 190 hectares have been surveyed
by PT BNG and is currently in production on a small scale.
The Company is desirous of acquiring the Assets and it is intended at this stage that the Proposed
Acquisition will be proceeded with via a joint venture agreement involving the acquisition of up to
70% of the interest in PT BNG (or such special purpose vehicle to be set up), at a consideration and
structure to be agreed.
Under the MOU, the Company will, subject to a comprehensive due diligence on the Assets, and
confirmation of the validity of licenses and Assets, acquire up to 70% of the issued and paid up
capital of PT BNG (or such special purpose vehicle to be set up) on terms and at a consideration to be
determined. It is expected that the Proposed Acquisition Project will be structured through a foreign
direct investment company or Penanaman Modal Asing (“PMA”) company to be set up. The acquisition
consideration of the Proposed Acquisition may be in cash or by way of allotment and issuance of new
ordinary shares in the capital of the Company or a combination of both.
The Company has extended the exclusivity period of 60 days from the date of the MOU to enter into a
definitive agreement in relation to the Proposed Acquisition unless otherwise agreed between the parties.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 119
ADDITIONAL
DISCLOSURE REQUIREMENTS
Material Litigation
Save as disclosed below, the Infinio Group is not engaged, in the last 12 months before the date of this Annual
Report, or been in any litigation as plaintiff or defendant in respect of any claims or amounts which are material
in the context of the Proposed Acquisition, and the Directors of the Infinio Group have no knowledge of any
proceedings pending or threatened against the Infinio Group of Companies or any facts likely to give rise to
any litigation, claims or proceedings which may have a material effect on the financial position of the business.
(a) A winding up order was made on 8 June 2011 by the High Court of Hong Kong in respective of
Broadband Network Systems Limited (“BNSL”), a Hong Kong-incorporated wholly-owned subsidiary
of the Company. An amended winding-up petition was filed by certain former employees of BNSL,
namely, Au-Yeung Lo Chu Chris, Sin Tak Fai Karl and Gill Anke (collectively, the “Petitioners”) on
1 June 2011 in the High Court of Hong Kong against BNSL in respect of a claim for unpaid salaries and
bonuses. Furthermore, the Company had extended various loans to BNSL amounting to an aggregate
of S$4,824,694.51 (HK$30,500,812.39) between June 2008 and May 2011. The loans were repayable
in full upon demand and were on an interest free basis. As at 8 June 2011, the loans have not been
repaid in full. The Company, in view of the above, had on 7 June 2011 applied to the High Court of
Hong Kong for an order to join as a supporting creditor in the winding up petition against BNSL by the
Petitioners and such application was granted on 8 June 2011.
The Company has appointed Fok Chan Wan CPA Limited as Joint and Several Liquidators to follow
up on the liquidation of BNSL since 27 April 2012. The liquidation process is still on going as at the
date of this report.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 120
STATISTICS OF
SHAREHOLDINGS
AS AT 16 JUNE 2014
Issued and fully paid-up capital : S$54,022,692.39 (578,804,250 shares)
Class of Shares : Ordinary Shares
Treasury Shares : NIL
Voting Rights : One Vote Per Share
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS AS AT 16 JUNE 2014
SIZE OF
SHAREHOLDINGS
NO. OF
SHAREHOLDERS %
NO. OF
SHARES %
1 – 999 257 8.99 78,870 0.01
1,000 – 10,000 1,283 44.86 5,649,500 0.98
10,001 – 1,000,000 1,265 44.23 138,333,908 23.90
1,000,001 AND ABOVE 55 1.92 434,741,972 75.11
TOTAL: 2,860 100.00 578,804,250 100.00
TWENTY LARGEST SHAREHOLDERS AS AT 16 JUNE 2014
NO. NAME OF SHAREHOLDER NO. OF SHARES %
1. DORIS CHUNG GIM LIAN 96,020,000 16.59
2. CIMB SECURITIES (SINGAPORE) PTE LTD 87,356,125 15.09
3. LIANG JEN NICHOLAS REMIGIUS OEI 50,520,000 8.73
4. CITIBANK NOMINEES SINGAPORE PTE LTD 23,912,166 4.13
5. ATLAS CAPITAL PTE LTD 16,690,000 2.88
6. ATLAS GROUP HOLDINGS PTE LTD 16,628,000 2.87
7. DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 11,371,500 1.96
8. HSBC (SINGAPORE) NOMINEES PTE LTD 10,751,500 1.86
9. OCBC SECURITIES PRIVATE LTD 9,884,800 1.71
10. UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 9,369,049 1.62
11. PHILLIP SECURITIES PTE LTD 7,670,841 1.33
12. LIM LEE LENG 5,000,000 0.86
13. LIM & TAN SECURITIES PTE LTD 4,848,797 0.84
14. OCBC NOMINEES SINGAPORE PRIVATE LIMITED 4,129,934 0.71
15. BROADBAND NETWORK SYSTEMS ACQUISITIONS LTD. 3,919,200 0.68
16. MAYBANK KIM ENG SECURITIES PTE LTD 3,796,450 0.66
17. DBS NOMINEES PTE LTD 3,747,260 0.65
18. CHONG KENG BAN @ JOHNSON CHONG 3,676,900 0.64
19. RAFFLES NOMINEES (PTE) LTD 3,400,400 0.59
20. HONG BO EDUCATION DEVELOPMENT HOLDINGS LTD 3,200,000 0.55
TOTAL: 375,892,922 64.95
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 121
STATISTICS OF
SHAREHOLDINGS
AS AT 16 JUNE 2014
SUBSTANTIAL SHAREHOLDERS
Substantial Shareholders of the Company (as recorded in the Register of Substantial Shareholders) as at
16 June 2014.
No. of Ordinary shares
Name Direct Interest % Indirect Interest %
Doris Chung Gim Lian 96,020,000 16.59 – –
CIMB Securities (Singapore) Pte Ltd 87,356,125 15.09 – –
Liang Jen Nicholas Remigius Oei 50,520,000 8.73 – –
PUBLIC FLOAT
As at 16 June 2014, approximately 59.38% of the issued ordinary shares of the Company was held in the hands
of the public (on the basis of information available to the Company). Accordingly, the Company had complied
with Rule 723 of the Rules of Catalist of the Singapore Exchange Securities Trading Limited.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 122
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Infinio Group Limited will be held at 2 Leng
Kee Road, #03-04 Thye Hong Centre, Singapore 159086, on Wednesday, 30 July 2014 at 11.00 am for the
following purposes:–
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements of the Company for the financial
year ended 31 March 2014 together with the Directors’ Report and Auditors’ Report
thereon.
Resolution 1
2. To approve the payment of Directors’ Fees of S$100,000 for the financial year ended 31
March 2014 (2013: S$100,000).
Resolution 2
3. To approve the payment of Directors’ Fees of S$100,000 for the financial year ending 31
March 2015, to be paid quarterly in arrears.
Resolution 3
4. To re-elect the following directors of the Company (“Director”) retiring pursuant to Articles
107 and 117 of the Articles of Association of the Company:
Mr Hong Seong Soo [Article 107] Resolution 4
Mr Choo Siew Lohk [Article 117] Resolution 5
Mr Lim Yeow Sun [Article 117] Resolution 6
[See Explanatory note (i)]
5. To re-appoint Messrs Robert Yam & Co., Certified Public Accountants, as Auditors of the
Company and to authorise the Directors to fix their remuneration.
Resolution 7
6. To transact any other ordinary business which may be properly transacted at an Annual
General Meeting.
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 123
NOTICE OF
ANNUAL GENERAL MEETING
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions (with or without
amendments) as Ordinary Resolutions:–
7. INFINIO GROUP LIMITED SHARE OPTION SCHEME Resolution 8
“THAT approval be given to the Directors to offer and grant options under the Infinio
Group Limited Share Option Scheme (the “Scheme”) and pursuant to Section 161 of the
Companies Act, Cap. 50, to allot and issue from time to time such number of shares in
the Company as may be required to be issued pursuant to the exercise of options under
the Scheme, provided always that the aggregate number of shares to be issued pursuant
to the Scheme shall not exceed 15% of the total issued share capital of the Company
from time to time.”
[See Explanatory Note (ii)]
8. AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES Resolution 9
“THAT pursuant to Section 161 of the Companies Act, Cap. 50 and subject to Rule 806 of
Section B: Rules of Catalist of the Listing Manual of the Singapore Exchange Securities
Trading Limited, authority be and is hereby given to the Directors of the Company to issue
and allot new shares in the capital of the Company (whether by way of rights, bonus or
otherwise) at any 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
ALWAYS that:–
(i) the aggregate number of shares to be issued pursuant to this Resolution does not
exceed 100% of the issued shares of the Company (as calculated in accordance
with sub-paragraph (ii) below), of which the aggregate number of shares to be
issued other than on a pro-rata basis to shareholders of the Company does not
exceed 50% of the issued shares of the Company (as calculated in accordance
with sub-paragraph (ii) below);
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 124
NOTICE OF
ANNUAL GENERAL MEETING
(ii) (subject to such manner of calculation as may be prescribed by the Rules of
Catalist), for the purpose of determining the aggregate number of shares that may
be issued under sub-paragraph (i) above, the percentage of issued share capital
shall be based on the issued shares of the Company at the time this Resolution
is passed, after adjusting for:–
(a) new shares arising from the conversion or exercise of any convertible
securities or share options which are outstanding or subsisting at the time
this Resolution is passed; and
(b) any subsequent consolidation or subdivision of shares; and
(iii) unless revoked or varied by the Company in general meeting, such authority
conferred by this Resolution shall continue in force until the conclusion of the next
Annual General Meeting of the Company or by the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the
earlier.”
[See Explanatory Note (iii)]
BY ORDER OF THE BOARD
LEE BEE FONG
COMPANY SECRETARY
SINGAPORE
15 July 2014
INFINIO GROUP LIMITED
ANNUAL REPORT 2014 125
NOTICE OF
ANNUAL GENERAL MEETING
Explanatory Notes:–
(i) With regard to Ordinary Resolutions 4 to 6 proposed in item 4 above, please note the following:–
Mr Hong Seong Soo will, upon re-election as a Director, remain as the Chairman of the Audit Committee
and Remuneration Committee and a member of the Nominating Committee and shall be considered
independent for the purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual of
the Singapore Exchange Securities Trading Limited. There is no relationship including immediate family
relationships between himself and the other Directors, the Company, its related corporations, its 10%
shareholders or its officers (as defined in the Code of Corporate Governance 2012 (the “Code”)).
Mr Choo Siew Lohk shall, upon re-election as Director of the Company, remain as a member of the Audit
Committee, Nominating Committee and Remuneration Committee and shall be considered independent
for the purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual of the Singapore
Exchange Securities Trading Limited. There is no relationship including immediate family relationships
between himself and the other Directors, the Company, its related corporations, its 10% shareholders
or its officers (as defined in the Code).
Mr Lim Yeow Sun shall, upon re-election as Director of the Company, remain as the Executive Director
of the Company. There is no relationship including immediate family relationships between himself
and the other Directors, the Company, its related corporations, its 10% shareholders or its officers (as
defined in the Code).
(ii) Ordinary Resolution 8 above, if passed, will empower the Directors to issue shares pursuant to the Infinio
Group Limited Share Option Scheme (the “Scheme”) of up to an amount not exceeding in total 15% of
the issued share capital of the Company for the time being pursuant to the exercise of the options under
the Scheme. This authority will, unless revoked or varied at a general meeting, expire at the next Annual
General Meeting of the Company.
(iii) Ordinary Resolution 9 is to empower the Directors of the Company from the date of this Meeting until
the date of the next Annual General Meeting, to issue shares in the Company. The number of shares
which the Directors may issue under this Resolution would not exceed 100% of the issued share capital
of the Company at the time of passing this Resolution. For issue of shares other than on a pro-rata basis
to all shareholders of the Company, the aggregate number of shares to be issued shall not exceed 50%
of the issued share capital of the Company. This authority will, unless revoked or varied at a general
meeting, expire at the next Annual General Meeting of the Company or by the date by which the next
Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
Notes:–
(i) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote
in his stead. A member of the Company, which is a corporation, is entitled to appoint its authorised
representative or proxy to vote on its behalf.
(ii) A proxy need not be a member of the Company.
(iii) The instrument appointing a proxy must be deposited at the Company’s registered office at 80 Robinson
Road, #02-00 Singapore 068898 at least 48 hours before the time of the Meeting.
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INFINIO GROUP LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No: 199801660M)
PROXY FORM
IMPORTANT:
1. For Investors who have used their CPF monies to buy
Infinio Group Limited shares, this Annual Report is
forwarded to them at the request of their CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF Investors and
shall be ineffective for all intents and purposes if used or
purported to be used by them.
I/We
of
being a member/members of the above-mentioned Company, hereby appoint:–
Name NRIC/Passport No. Proportion of Shareholdings
Address No. of Shares %
and/or (delete as appropriate)
Name NRIC/Passport No. Proportion of Shareholdings
Address No. of Shares %
or failing him/her/them, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on
my/our behalf at the Annual General Meeting of the Company to be held at 2 Leng Kee Road, #03-04 Thye Hong
Centre, Singapore 159086, on Wednesday, 30 July 2014 at 11.00 a.m. and at any adjournment thereof. I/We direct
my/our proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting as hereunder indicated.
No. Ordinary Resolutions For Against
Ordinary Business
1. Adoption of the Audited Financial Statements of the Company for the financial
year ended 31 March 2014 together with the Directors’ Report and Auditors’
Report.
2. Approval of Directors’ Fees for the financial year ended 31 March 2014.
3. Approval of Directors’ Fees for the financial year ending 31 March 2015, to
be paid quarterly in arrears.
4. Re-election of Mr Hong Seong Soo as a Director.
5. Re-election of Mr Choo Siew Lohk as a Director.
6. Re-election of Mr Lim Yeow Sun as a Director.
7. Re-appointment of Messrs Robert Yam & Co., as Auditors.
Special Business
8. To authorise Directors to allot and issue shares in connection with the
exercise of options granted pursuant to Infinio Group Limited Share Option
Scheme.
9. To authorise Directors to allot shares pursuant to Section 161 of the
Companies Act, Cap. 50.
Dated this day of 2014.
No. of Shares Held
Signature(s) of Member(s)
or Common Seal of Corporate Member
IMPORTANT: PLEASE READ NOTES OVERLEAF
Notes to the Proxy Form
1. Please insert the total number of shares held by you. If you have shares entered against your name in the
Depository Register (as defined in Section 130A of the Companies Act, Chapter 50), you should insert that number
of shares. If you have shares registered in your name in the Register of Members, you should insert that number
of shares. If you have shares entered against your name in the Depository Register and shares registered in your
name in the Register of Members, you should insert the aggregate number of shares entered against your name
in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the
instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.
2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies
to attend and vote in his stead.
3. Where a member appoints two proxies, he shall specify the percentage of his shares to be represented by each
proxy and if no percentage is specified, the first named proxy shall be deemed to represent 100 percent of his
shareholding and the second named proxy shall be deemed to be an alternate to the first named.
4. A proxy need not be a member of the Company.
5. The instrument appointing a proxy or proxies together with the letter of power of attorney, if any, under which it is
signed or a duly certified copy thereof, must be deposited at the registered office of the Company at 80 Robinson
Road, #02-00, Singapore 068898 at least 48 hours before the time appointed for the Annual General Meeting.
6. A corporation which is a member may authorise by resolution of its Directors or other governing body such a person
as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the
Companies Act, Chapter 50.
7. Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be for or against the
Resolutions as set out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/
proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General
Meeting.
8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of
the appointor specified in the instrument appointing a proxy or proxies.
9. In the case of a member whose shares are entered against his name in the Depository Register, the Company
may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown
to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for
holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.
This Annual Report has been prepared by the Company and its contents have
been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd.
("Sponsor"), for compliance with the relevant rules of the Singapore Exchange
Securities Trading Limited (the "SGX-ST") Listing Manual Section B – Rules of
Catalist. The Sponsor has not independently verified the contents of this Annual
Report. This Annual Report has not been examined or approved by the SGX-ST.
The Sponsor and the SGX-ST assume no responsibility for the contents of this
Annual Report, including the correctness of any of the statements or opinions
made or reports contained in this Annual Report.
The contact person for the Sponsor is Mr Yap Wai Ming:
Tel: 6389 3000 Email: waiming.yap@stamfordlaw.com.sg
CORPORATE PROFILE 01
LETTER TO SHAREHOLDERS 02
BOARD OF DIRECTORS 04
OUR BUSINESS – MOVING FORWARD 06
OPERATIONS REVIEW 07
CORPORATE DIRECTORY 09
FINANCIAL REVIEW 10
CORPORATE GOVERNANCE STATEMENT 12
FINANCIAL CONTENTS 32
DETAILED TRADING AND PROFIT OR LOSS ACCOUNT 114
DISTRIBUTION, MARKETING AND ADMINISTRATIVE EXPENSES 116
ADDITIONAL DISCLOSURE REQUIREMENTS 117
STATISTICS OF SHAREHOLDINGS 120
NOTICE OF ANNUAL GENERAL MEETING 122
PROXY FORM
CONTENTS
INFINIO GROUP LIMITED
Company Registration No. 199801660M
2 Leng Kee Road
#03-04 Thye Hong Centre
Singapore 159086
Tel: +65 6336 2338
Fax: +65 6336 6929
INFINIO GROUP LIMITED 2014 ANNUAL
REPORT
INFINIO GROUP LIMITED ANNUAL REPORT 2014
 davido.extraxim@gmail.com