Axcelasia Inc.

Suite 13A.05 Level 13A

Wisma Goldhill, 67 Jalan Raja Chulan
50200 Kuala Lumpur
Tel: (603) 2032 2799
Fax: (603) 2032 3799
www.axcelasia.com

2015 ANNUAL REPORT

ACCELERATING

SUCCESS

2015

ANNUAL
REPORT

CONTENTS
01

CORPORATE PROFILE

02

CHAIRMANS MESSAGE

04

CORE BUSINESS SEGMENTS

05

AWARDS AND ACCREDITATIONS/

GROUP STRUCTURE

06

CORPORATE MILESTONES

07

FINANCIAL HIGHLIGHTS

08

FINANCIAL PERFORMANCE AND

OPERATIONAL REVIEW

10

BOARD OF DIRECTORS

13

CORPORATE INFORMATION

14

CORPORATE GOVERNANCE

40

DIRECTORS STATEMENT

47

INDEPENDENT AUDITORS REPORT

49 
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
50

STATEMENTS OF FINANCIAL POSITION

51 CONSOLIDATED STATEMENT OF CHANGES

IN EQUITY
52 CONSOLIDATED STATEMENT OF
CASH FLOWS
53

NOTES TO THE FINANCIAL STATEMENTS

94

SHAREHOLDER INFORMATION

96

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

Axcelasia Inc. (the Company) was listed on Catalist of the Singapore Exchange Securities Trading Limited (the SGX-ST) on
27 November 2015. The initial public offering of the Company was sponsored by PrimePartners Corporate Finance Pte. Ltd.
(the Sponsor).
This annual report has been prepared by the Company and its contents have been reviewed by the Sponsor for compliance
with the SGX-ST Listing Manual Section B: Rules of Catalist. The Sponsor has not 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 accuracy, completeness or correctness of any of the information, statements
or opinions made or reports contained in this annual report.
The contact person for the Sponsor is Mr Lance Tan, Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at
Raffles, Singapore 049318, telephone (65) 6229 8088.

01
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

PROFILE

Axcelasia Inc. (Axcelasia and together with

its subsidiaries, the Group) is an integrated
professional services firm providing tax
advisory, business consulting, enterprise
management system (EMS) applications and
business support services. Headquartered in
Kuala Lumpur, Malaysia, Axcelasias clients
include public listed companies, private
companies, multinational corporations and
government-linked entities.
As part of its expansion plans in the ASEAN
region, Axcelasia has incorporated a subsidiary
in Singapore in January 2016 and commenced
operations in March 2016.
The Group is led by three Executive Directors,
Dr. Veerinderjeet Singh, Dato Peter Tang and
Mr. Ranjit Singh, who, collectively have more
than 95 years experience in the professional
services industry.
Axcelasia was incorporated on 21 August
2015 in Labuan, Malaysia under the Labuan
Companies Act as a company limited by shares,
and was listed on the Singapore Exchange
Catalist Board on 27 November 2015.

02
AXCELASIA INC.

2015 ANNUAL REPORT

CHAIRMANS

MESSAGE

The listing is a major

catalyst for the Group
to raise its profile,
regionalise its operations
and expand its range
of services.

Dear Shareholders,
On behalf of the Board of Directors (the Board), I
am pleased to present the inaugural annual report
of Axcelasia Inc. (Axcelasia or the Group) since
its November 2015 public listing on the Catalist of
the SGX-ST, which was the most significant highlight
in our financial year ended 31 December 2015
(FY2015).
In the lead-up to our initial public offering (IPO),
which raised net proceeds of approximately S$7.58
million, we carried out a restructuring exercise that
combined four business segments under Axcelasia,
which now offers tax advisory, business consultancy,
enterprise management system applications and
business support services. The listing is a major
catalyst for the Group to raise its profile, regionalise
its operations and expand its range of services.
We are working hard to build the Axcelasia brand
and are proud to be one of only two Singaporelisted integrated professional services entities with
our roots in Malaysia. The major distinction is that
Axcelasia has a strong focus on corporate tax advisory
and business consultancy services. We are confident
that the addition of the other business segments
enterprise management system applications and
business support services will yield positive results
for the Group and enhance value for shareholders.

Dr. Veerinderjeet Singh

Executive Chairman

Allow me to now share with you the Groups financial

performance in FY2015.
FY2015 Business Review
The Groups FY2015 net profit grew five-fold to RM7.9
million compared to RM1.6 million the previous year
(FY2014). Net profit margin rose to 31.1% from
19.2% in FY2014. The improvement was mainly driven
by the commencement of revenue contribution from
our various non-tax advisory services. Overall revenue
more than tripled to RM25.3 million from RM8.3
million a year ago.
Earnings per share for FY2015 amounted to
RM10.22 cents while net asset value per share came to
RM21.24 cents as at 31 December 2015.
We have a healthy balance sheet with cash and bank
balances at RM29.0 million as at 31 December 2015,
compared to RM2.9 million at the end of FY2014. The
increase was mainly due to Axcelasias IPO proceeds.

03
AXCELASIA INC.

2015 ANNUAL REPORT

Executing Forward Strategy

Subsequent to the year-end, the management identified
three core strategies to sharpen Axcelasias strategic
focus in a Corporate and Business Update in March
2016. These entail geographical expansion in Malaysia
and other ASEAN markets, enlarging our portfolio
of services to develop new revenue streams, and
harnessing economies of scale.
Asset-light strategy for expansion in Malaysia and
ASEAN
We are seeing many more opportunities for growth
in the region with companies increasingly seeking
business consultancy services and outsourcing more
of their business functions. The establishment of the
ASEAN Economic Community, which will enable free
flow of skilled labour and harmonise financial rules
within the region, will also open up opportunities for
Axcelasia.
Against this backdrop, the Group will adopt an assetlight strategy to expand into other cities in Malaysia
and the ASEAN region where it does not already have
a presence. To avoid substantial investment outlays,
Axcelasia will expand regionally through strategic
alliances and joint ventures by leveraging on its existing
clientele and business relationships.
We intend to have a presence in at least three more
ASEAN cities within the next 18 months. Our newly
opened office in Singapore will serve as a springboard
for Axcelasia to set up office in the region.

other complementary services such as share registrar

and corporate finance advisory services. We will
progressively scale up our capacity to extend our
offerings to leverage on the demand for such services.
This will allow the Group to reach a wider range of
clients and cross-sell our services more effectively.
Harnessing economies of scale
The Group expects to achieve even greater economies
of scale as it builds up a presence in the region. Our
intention is to centralise various management and
operational functions. With our expertise in business
consultancy and the employment of technological
tools, we expect to significantly streamline the Groups
internal and operational efficiencies, which should
translate into cost improvements.
With these three strategies, we are confident
of achieving more sustainable growth in the years
ahead. We believe this will deliver greater value to all
shareholders.
Appreciation
On behalf of the Board, I would like to express my
gratitude to all shareholders, business associates and
staff for their continued support and commitment to
Axcelasia.
I would also like to thank my fellow Executive Directors,
Dato Peter Tang and Ranjit Singh, as well as other
Board members, for their wise counsel and collective
efforts towards our listing. I look forward to working
closely with them in 2016.

Accordingly, we expect non-Malaysian revenue to

commence contributions from FY2016 as our network
of operations across ASEAN increases.
Enlarging portfolio of services
Having built up a suite of professional services offered
under a single platform and management structure,
our next step is to expand our offerings to include

Dr. Veerinderjeet Singh

Executive Chairman

04
AXCELASIA INC.

2015 ANNUAL REPORT

CORE BUSINESS

SEGMENTS

TAX ADVISORY

BUSINESS
CONSULTANCY

Corporate Tax
Individual Tax

Governance, Risk
and Compliance

Transfer Pricing
GST/Indirect Tax

Internal Audit and

Forensic Accounting

International Tax

Transformation and
Programme Management

Knowledge Management

IT Consulting
Business Continuity
Management
HR Consulting

ACCELERATING SUCCESS

ENTERPRISE
MANAGEMENT
SYSTEM (EMS)
Risk Management
Compliance
Internal Audit
ISMS (Information Security Management
System)
Incident
Insurance
Whistle blowing

BUSINESS SUPPORT
SERVICES
Accounting
Outsourcing/Shared Services
Corporate Secretarial Services
Corporate Advisory Services
Administrative and
Office Support Services

05
AXCELASIA INC.

2015 ANNUAL REPORT

AWARDS AND

ACCREDITATIONS
Taxand Malaysia, Axcelasias fully-owned subsidiary, has received the following awards and accreditations:

DATE OF ISSUE

NAME OF AWARD OR ACCREDITATION

AWARDING ORGANIZATION

2009

Transfer Pricing Firm

International Tax Review

2010

Asia Transfer Pricing Firm

International Tax Review

2012

Corporate Tax Advisory Firm

Acquisition International Magazine

2012

International Tax Advisory Firm

Corporate International Magazine

2013

Tier 1 Tax Planning Advisory

International Tax Review

2013

Tier 1 Transactional Tax Advisor

International Tax Review

2013

Malaysian Tax Firm

Acquisition International Magazine

2013

International Tax Accountancy Firm

Global Law Experts & Global Accountancy Experts

2014

Corporate Tax Firm of the Year

Acquisition International M&A Awards

2015

Recommended Tax Firm

International Tax Review

2015

Sustained Excellence in Corporate Tax

Acquisition International Magazine

2015

Most Outstanding Tax Advisory Firm

Corporate International Magazine

GROUP

STRUCTURE
(Incorporated in Labuan)

100%

TAXAND MALAYSIA
SDN BHD

75%

AXCELASIA SINGAPORE*
PTE LTD

100%

AXCELASIA COLUMBUS
SDN BHD

100%

AXCELASIA CORPORATE
SERVICES SDN BHD

100%

AXCELASIA SOFTNEX
SDN BHD

51%

AXCELASIA HR
CONSULTING SDN BHD

* Incorporated on 21 January 2016

100%

AXCELASIA GLOBAL
BUSINESS SERVICES SDN BHD

06
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

MILESTONES
2000
2005
VP On Tax Sdn. Bhd., a tax
advisory company established by
Dr. Veerinderjeet Singh and Dato
Peter Tang, entered into the Taxand
Alliance Agreement as a member
of Taxand

February

October

2006

2009
Taxand Malaysia and Columbus
Advisory began to cooperate
on transactions through
cross-referral services

March

Taxand Malaysia won the Transfer

Pricing Firm of the Year awarded by
the International Tax Review

October

September Taxand Malaysia was established

by Dr. Veerinderjeet Singh and
Dato Peter Tang to offer Tax
Advisory services and to take over
the business and operations of VP
On Tax Sdn. Bhd., and continues
to be a member of Taxand

2010
July

2011
PTA Global Business Services was
incorporated to provide accounting,
payroll, administration support and
outsourcing services

August

August

October

2016

Columbus Softnex was incorporated

to focus on developing and
promoting the EMS Application
software which complements the
Groups Business Consultancy services

2013

2014
Taxand Malaysia was listed as a
Recommended Tax Firm in the World
Tax 2015 publication issued by the
International Tax Review

PTA Corporate Services was

incorporated to provide management
and secretarial services

Taxand Malaysia won the Malaysian

Tax Firm of the Year in the Acquisition
International Tax Awards 2013
publication issued by AI Global Media

2015
January

Columbus HR was incorporated to

focus on providing human resource
services

August

Axcelasia Inc. was incorporated

November

Admitted to the Catalist Board of

the Singapore Exchange Securities
Trading Limited on 27 November 2015

Names of Axcelasias subsidiaries were changed to reflect the new corporate identity of the Group
Axcelasia Singapore Pte Ltd was established to carry on the business of tax advisory, business consultancy,
internal audit, risk management advisory and business support services in Singapore

07
AXCELASIA INC.

2015 ANNUAL REPORT

FINANCIAL

HIGHLIGHTS
Revenue Breakdown by Business Segment (RM million)
25.3

2.0
1.4

10.4
7.8

8.3

11.5

5.2
1.6

0.4

FY2013

FY2014

FY2015

FY2015

Revenue (RM million)

Tax Advisory

EMS Application

Profit After Tax (RM million)

Business Consultancy

Business Support

FY2014

FY2015

Revenue

8.3

25.3

Profit Before Tax

2.1

9.8

Profit After Tax

1.6

7.8

31 December 2014

31 December 2015

Total Assets

5.3

36.7

Total Liabilities

2.4

2.6

Total Shareholders Equity

2.9

34.0

Income Statement (RM million)

Balance Sheet (RM million)

Key Financial Ratios (RM cents)

Earnings Per Share
Net Asset Value Per Share

10.22 for FY2015

21.24 as at 31 December 2015

08
AXCELASIA INC.

2015 ANNUAL REPORT

FINANCIAL PERFORMANCE AND

OPERATIONAL REVIEW

FINANCIAL HIGHLIGHTS
For FY2015, revenue tripled to RM25.3 million from
RM8.3 million in FY2014, driven by contributions from
new subsidiaries that offer non-tax advisory services,
as the Group expanded its service offerings to attract
a wider range of clients.
Other income increased to RM0.9 million in FY2015
from RM18,000 in FY2014, mainly due to foreignexchange gains, disposal of motor vehicles, increase in
interest income from fixed deposits, and a government
research grant received by Axcelasia Softnex Sdn
Bhd for the commercialisation of its EMS Application
Software under the Cradle Investment Programme
(CIP) 500.

Income tax expense increased to RM2.0 million in

FY2015 from RM0.5 million in FY2014. The effective
income tax rate declined to 20.0% in FY2015 from
23.8% in FY2014, primarily due to the pioneer tax status
enjoyed by two Multimedia Super Corridor (MSC) status
companies in the Group.
Profit before income tax increased by RM7.7 million to
RM9.8 million in FY2015 from RM2.1 million in FY2014,
due to higher revenue in FY2015.
As a result of the above, the Groups profit after tax
rose to RM7.8 million in FY2015 from RM1.6 million in
FY2014.

09
AXCELASIA INC.

2015 ANNUAL REPORT

BALANCE SHEET

CASH FLOW

Current assets increased to RM35.6 million as

at 31 December 2015 from RM5.2 million as at
31 December 2014, mainly due to an increase in cash
and bank balances, which amounted to RM29.0 million.
The increase was mainly due to the IPO proceeds,
which were placed as fixed deposits with the Bank
of East Asia in Singapore and Public Bank Berhad in
Malaysia. In line with the rise in revenue, trade and
other receivables increased by RM4.3 million to RM6.6
million as at 31 December 2015.

Cash generated from operating activities before change

in working capital increased to RM9.7 million in FY2015
from RM2.1 million in FY2014. Net cash from operating
activities increased to RM5.1 million from RM1.9 million
in FY2014.

Non-current assets increased to RM1.1 million

as at 31 December 2015 from RM0.2 million as at
31 December 2014, boosted by higher property, plant
and equipment, as well as development cost in progress
in relation to its EMS Application Software.

Net cash generated from financing activities of RM21.6

million comprised mainly proceeds from the issuance of
ordinary shares, which offset share issue expenses and
dividends paid to equity holders prior to the listing.

Net cash used in investing activities came to RM0.6

million, compared to RM54,000 in previous year, mainly
due to acquisition of subsidiaries, purchase of office
and equipment, and development cost in progress.

As a result of the above, cash and bank balances

increased to RM29.0 million in FY2015 from RM2.9
million in FY2014.

10
AXCELASIA INC.

2015 ANNUAL REPORT

BOARD OF

DIRECTORS

DR. VEERINDERJEET SINGH

Executive Chairman
Dr. Veerinderjeet Singh was appointed to the Board as
Executive Chairman on 21 August 2015. He has over 35 years
of experience in corporate tax advisory and regulatory reform.
Dr. Singh was previously the Managing Director of Taxand
Malaysia since January 2007, and was re-designated as
Chairman on January 2012. Between July 2003 and December
2006, he was the Managing Director of VS on Tax Sdn Bhd;
an Executive Director and Partner at Ernst & Young Tax
Consultants Sdn Bhd between July 2002 to June 2003; and
Executive Director and Partner at Arthur Andersen between
December 1996 and June 2002.
Between June 1988 and December 1996, Dr. Singh was
a lecturer and subsequently an associate professor at the
University of Malaya, where he taught and researched on tax.
He was also an Assistant Manager at Price Waterhouse Tax
Services Sdn Bhd between May 1985 and 1988; an Assessment
Officer at the Inland Revenue Department of Malaysia from
May 1980 to April 1985; a Tax Assistant at Peat Marwick
Mitchell between February to April 1980; and a Financial
Analyst at the Malaysian Industrial Development Authority
between August 1979 and January 1980.
Dr. Singh is currently an Independent Director on the boards of
IBFD Asia Sdn Bhd and Bank of Nova Scotia Berhad. He is also
an approved tax agent under Section 153(3) of the Malaysia
Income Tax Act.
Dr. Singh is currently a Council Member and Executive
Committee Member of the Malaysian Institute of Certified
Public Accountants (MICPA). He was appointed to the Council
of the Malaysia Institute of Accountants (MIA) from May 2004
to April 2007, and subsequently for another two-year term
commencing May 2014. He is currently also the Chairman
of the Taxation Committee of the MIA and a member of the
Disciplinary Appeals Board of the MIA. He was the President
of the Chartered Tax Institute of Malaysia between June 2007
and June 2010.
On the international front, Dr. Singh is a board member of
Taxand and a member of Certified Practising Accountants
(CPA) Australia. He has been a member of the Board of
Trustees of the Amsterdam-headquartered International
Bureau of Fiscal Documentation since May 2009; a Trustee
of the Malaysian Tax Research Foundation since December
2010; and a member of the Tax Commission of the Parisheadquartered International Chamber of Commerce since
February 2012. He has published articles and papers in
various accounting, tax and law publications; and has spoken
extensively on Malaysian and international tax matters at local
and overseas conferences.
Dr. Singh holds a Bachelor of Accounting (First Class Honours)
from the University of Malaya, and a Doctor of Philosophy from
University Putra Malaysia.

DATO PETER TANG

Finance Director and
Executive Director
Dato Peter Tang was appointed to the Board as Finance
Director and Executive Director on 21 August 2015. He has
over 35 years of experience in auditing, tax compliance
and tax advisory services both in the UK and Malaysia.
He has been the Executive Director of Taxand Malaysia
since September 2006, and the Managing Partner of audit
firm Peter Tang & Associates since January 1992. Between
August 1989 and December 1990, Dato Tang was the Group
Financial Controller of Baxter Healthcare SA, and previously
a Senior Manager at Price Waterhouse between March 1983
to July 1989. He has also been a member of the Audit
Committee of the Council of University Tunku Abdul Rahman
since September 2011.
Dato Tang obtained a Master of Business Administration
from the UK in 1981. He has been a Member of the Chartered
Institute of Taxation, UK since 1980, and an Associate of the
Association of Chartered Certified Accountants, UK since
December 1987 and was admitted as a Fellow in December
1992. Dato Tang has also been a Chartered Accountant of
the MIA since June 1988, a Chartered Tax Practitioner of the
Chartered Tax Institute of Malaysia since July 1992, and was
made a Fellow in October 1997.
He has also been a member of the MICPA since June 2006,
and a Fellow of CPA Australia since January 2008. He is an
approved tax agent under Section 153(3) of the Malaysia
Income Tax Act, an approved GST agent under Section 170
of the Malaysia GST Act, and an approved company auditor
under Section 8(2) of the Malaysia Companies Act.

11
AXCELASIA INC.

2015 ANNUAL REPORT

MR. RANJIT SINGH

MR. TAN SEE YIN

Executive Director

Lead Independent Director

Mr. Ranjit Singh was appointed to the Board as Executive

Director on 21 August 2015. He has 28 years of experience
in internal and external audit, enterprise risk management,
governance, transformation and forensic accounting.

Mr. Tan See Yin was appointed to the Board as Lead

Independent Director on 21 October 2015. He is also the
Chairman of the Audit Committee and a member of the
Nomination and Remuneration Committees.

Prior to his present role, he was the Managing Director

of Axcelasia Columbus from April 2006. Mr. Singh held
various positions within KPMG Malaysia between June 1987
to December 2005 where he joined as an Audit Junior, and
was subsequently promoted to Manager and finally Partner. He
was also seconded to KPMG Chicago as an Audit Senior and
Supervisor between October 1993 and March 1995.

Mr. Tan commenced his professional career as a management

consultant with two of the largest Management Consulting
firms in Malaysia, starting in 1979, for a total of 11 years; seven
years with SGV-Kassim Chan Sdn Bhd. and four years with
PriceWaterhouse Associates Sdn Bhd. Thereafter, he moved
to the corporate sector during which he held numerous senior
executive positions within the UEM Group Bhd. (Renong Bhd.)
group of companies for 20 years between April 1990 and
September 2010.

He has been a Chartered Member of the Institute of Internal

Auditors (IIA) Malaysia since 2004 and was the President of
the IIA Malaysia for the term between 2013 and 2014. He is
currently a member of the Board of Governors of IIA Malaysia.
Mr. Singh is a member of the Global IIAs Professional Issue
Committee, and was appointed the Secretary and subsequently
Vice President of Asian Confederation of the Institute of
Internal Auditors for the term between 2014 & 2015 and 2015
& 2016 respectively.
Mr. Singh obtained a Master of Business Administration
from Heriot-Watt University, Edinburgh, UK. He was made
a Member and Certified Public Accountant of the MICPA in
February 1992. In February 1993, he was named a Registered
Accountant for the MIA, and thereafter a Public and Chartered
Accountant in September 2000. He has been a Certified
Practising Accountant at CPA Australia since June 2008, and
a Member of the Malaysian Association of Risk and Insurance
Managers since October 2009.
Mr. Singh is also a Chartered Accountant of the MIA. He has
been an Associate Member of the Association of Certified
Fraud Examiners since January 1997. He was awarded a
Certified Internal Auditor (United States) in December 2013
and a Certification in Risk Management Assurance (United
States) in April 2012.
He has led international industry engagements and spoken at
the 2011 and 2013 IIA International Conferences, among others.

Upon joining UEM Group, he was based in the Groups

headquarters as part of the corporate team to help the Groups
companies restructure and plan for their expansion, from 1990
to 1993. In 1994, he was tasked to set up a new business
for the Group in the healthcare sector. He was the Group
Managing Director of Pharmaniaga Bhd (and its precursor
company, Remedi Pharmaceuticals (M) Sdn Bhd) from January
1994 to March 2003. Pharmaniaga Bhd was listed on the Bursa
Malaysia in 1998. In April 2003, he was transferred to Time
dotCom Bhd as the Group Managing Director, another listed
company within UEM Group, where he stayed until his transfer
back to corporate headquarters in 2005 to helm a new division.
Prior to his retirement in October 2010, his last posting was
Senior Director of Group Strategy and Business Development,
where he and his team were responsible for working with
the Groups companies to develop the overall corporate
and business strategies for the entire Group, as well as
coordinate and assist the Group with the development and
implementation of strategies to take the group companies
international, as part of their expansion strategies worldwide.
During this period, he represented UEM Group on the boards
of its companies in Malaysia, India, New Zealand and the
ASEAN countries.
Mr. Tan was appointed as a Non-Executive and
Non-Independent Director and served as a member of
the Audit Committee, Risk Committee and Development
Committee of the board of Tomypak Holdings Berhad, a
public company listed on Bursa Malaysia, since November 2014.
He was subsequently redesignated as Executive Director on
4th February 2016.
Mr. Tan holds a Bachelor of Accounting (Honours) from the
University of Malaya and is a Registered Accountant of the
Malaysian Institute of Accountants.

12
AXCELASIA INC.

2015 ANNUAL REPORT

BOARD OF

DIRECTORS

DATIN ISHARIDAH
BINTI ISHAK

MS. LEE PIH PENG

Independent Director

Independent Director

Datin Isharidah Binti Ishak was appointed to the Board as an

Independent Director on 21 October 2015. She has been a
consultant at legal firm M/s Isharidah, Ho, Chong & Menon since
June 2006, where she had also served as partner since 1988.
An advocate and solicitor, she advises on corporate matters.

Ms. Lee Pih Peng was appointed to the Board as Independent

Director on 21 October 2015. She has more than 20 years of
corporate law experience, and has been a Director of LPP Law
Corporation since 2014. Between 2005 and 2014, she was
a Partner at Lee & Lee; between 1999 and 2004, she was a
Partner at Harry Elias Partnership. She joined Drew & Napier
in 1991 and left as a Partner in 1998.

Between January 1987 and August 1988, Datin Isharidah

was a legal assistant at M/s Kassim Tadin, Wai & Co. Before
that, she was chambering at and subsequently worked as a
legal assistant at M/s Syed Alwi, Ng & Teoh between August
1985 and December 1986. She is presently a director of
Countertrade (M) Sdn Bhd (Dormant) and Sera Permai Sdn
Bhd (Dormant), and is a barrister of the Honourable Society
of Lincolns Inn.

Ms. Lee was appointed an advocate and solicitor of the Supreme

Court of Singapore in March 1991, a solicitor of the Supreme
Court of England and Wales in September 1996, and a member
of the New York State Bar Association in August 2002.
Ms. Lee holds a Bachelor of Laws from the National University
of Singapore, as well as an MBA from the University of Hull, UK.

13
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

INFORMATION
BOARD OF DIRECTORS

SPONSOR

Dr. Veerinderjeet Singh

a/l Tejwant Singh
(Executive Chairman)

PrimePartners Corporate Finance Pte. Ltd.

16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318

Dato Tang Swee Guan (Dato Peter Tang)

(Finance Director & Executive Director)
Ranjit Singh a/l Taram Singh
(Executive Director)
Tan See Yin
(Lead Independent Director)
Lee Pih Peng
(Independent Director)
Datin Isharidah Binti Ishak
(Independent Director)

AUDITORS
Nexia TS Accounting Corporation
100 Beach Road
#30-00 Shaw Tower
Singapore 189702
Partner in Charge: Loh Ji Kin
(A member of the Institute of
Singapore Chartered Accountants)
(Appointed since financial year ended
31 December 2015)

AUDIT COMMITTEE
Tan See Yin (Chairman)
Lee Pih Peng
Isharidah Binti Ishak
NOMINATING COMMITTEE
Datin Isharidah Binti Ishak (Chairperson)
Tan See Yin
Lee Pih Peng
REMUNERATION COMMITTEE
Lee Pih Peng (Chairperson)
Tan See Yin
Datin Isharidah Binti Ishak
COMPANY SECRETARY
Hans Corporate Services Ltd
REGISTERED OFFICE
Lot A020, Level 1, Podium Level
Financial Park, Jalan Merdeka
87000 Labuan F.T., Malaysia
SINGAPORE 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

PRINCIPAL BANKER
The Bank of East Asia, Limited
60 Robinson Road
BEA Building
Singapore 068892
Public Bank Berhad
Jalan Raja Chulan Branch
Ground Floor, Wisma Lim Foo Yong
86 Jalan Raja Chulan
50200 Kuala Lumpur, Malaysia
CORPORATE COMMUNICATION
Axcelasia Inc.
Dr. Veerinderjeet Singh
Email: [email protected]
Ranjit Singh
Email: [email protected]
Suite 13A.05, Level 13A
Wisma Goldhill
67, Jalan Raja Chulan
50200 Kuala Lumpur
Tel: +603 2032 2799
Fax: +603 2032 3799
INVESTOR RELATIONS
WeR1 Consultants Pte Ltd
3 Phillip Street #12-01
Royal Group Building
Singapore 048693
Tel: +65 6737 4844
Fax: +65 6737 4944

14
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
DISCLOSURE TABLE FOR ANNUAL REPORT IN COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE
2012 AND CATALIST RULES
The Board of Directors (the Board) of Axcelasia Inc. (the Company and together with its subsidiaries, the
Group) are committed to maintaining high standards of corporate governance and places importance on its
corporate governance processes and systems so as to ensure greater transparency, accountability and maximisation
of long-term shareholder value.
This report outlines the Companys corporate governance practices that were in place during the financial year
ended 31 December 2015 (FY2015), with specific reference made to the principles of the Code of Corporate
Governance 2012 (the Code) and the disclosure guide developed by the Singapore Exchange Securities Trading
Limited (the SGX-ST) in January 2015 (the Guide).
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

General

(a)
Has
the
Company
complied with all the
principles and guidelines
of the Code?

The Company has complied with the principles and guidelines as set
out in the Code and the Guide, where applicable.
Appropriate explanations have been provided in the relevant sections
below where there are deviations from the Code and/or the Guide.

If not, please state the

specific deviations and
alternative corporate
governance practices
adopted
by
the
Company in lieu of the
recommendations in the
Code.
(b) In what respect do these
alternative corporate
governance practices
achieve the objectives
of
the
principles
and conform to the
guidelines of the Code?

Not applicable. The Company did not adopt any alternative corporate
governance practices in FY2015.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

BOARD MATTERS
The Boards Conduct of Affairs
1.1

What is the role of the

Board?

The Board has six (6) members and comprises the following:
Table 1.1 Composition of the Board
Name of Director

Designation

Date appointed

Dr. Veerinderjeet Singh

a/l Tejwant Singh

Executive
Chairman

21 August 2015

Dato Tang Swee Guan

Finance Director
and Executive
Director

21 August 2015

Mr. Ranjit Singh

a/l Taram Singh

Executive Director 21 August 2015

Mr. Tan See Yin

Lead Independent 21 October 2015

Director

Ms. Lee Pih Peng

Independent
Director

21 October 2015

Datin Isharidah Binti Ishak Independent

Director

21 October 2015

The Board is entrusted to lead and oversee the Company, with the
fundamental principle to act in the best interests of the Company. In
addition to its statutory duties, the Boards principle functions are:
To chart broad policies and strategies of the Company;
To approve annual budgets and financial plans;
To review and approve any corporate merger, acquisitions and
disposals (divestments);
To approve material borrowings and fund raising exercises;
To review performance and succession planning of the key
management personnel;
To review and approve the risk management framework of the
Company;
To review the business continuity plan of the Company; and
To monitor and manage potential conflicts of interest between
the key management personnel, the Board and the shareholders.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

1.3

Has the Board delegated

certain responsibilities to
committees? If yes, please
provide details.

The Board has delegated certain responsibilities to the Audit

Committee (the AC), the Remuneration Committee (the RC),
and the Nominating Committee (the NC) collectively, (the Board
Committees). The compositions of the Board Committees are as
follows:
Table 1.3 Composition of the Board Committees

1.4

Have the Board and Board

Committees met in the last
financial year?

AC

NC

RC

Chairman

Tan See Yin

Datin Isharidah
Binti Ishak

Lee Pih Peng

Member

Datin Isharidah
Binti Ishak

Lee Pih Peng

Tan See Yin

Member

Lee Pih Peng

Tan See Yin

Datin Isharidah
Binti Ishak

The Company was admitted to the Catalist of the SGX-ST on

27 November 2015 (IPO). The Company held its first Board and
Board Committee meetings on 10 December 2015.
The Board meets on a quarterly basis, and as and when circumstances
require. Subsequent to the IPO, the details of the Board and Board
Committee meetings held during FY2015 and the attendance of each
Board member are shown below.
Table 1.4 Board and Board Committee Meetings in FY2015

Number of Meetings Held

Name of Director

Board

AC

NC

RC

Number of Meetings Attended

Dr. Veerinderjeet Singh

a/l Tejwant Singh

1*

1*

1*

Dato Tang Swee Guan

1*

1*

1*

Mr. Ranjit Singh

a/l Taram Singh

1*

1*

1*

Mr. Tan See Yin

Datin Isharidah Binti Ishak

Ms. Lee Pih Peng

* By invitation

The Companys Articles of Association (the Articles) allow for

meetings to be held through telephone and/or video-conference.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

1.5

What are the types of

material transactions which
require approval from the
Board?

Matters that require the Boards approval include, amongst others,

the following:

(a) Are new Directors given

formal training? If not,
please explain why.

All newly appointed Directors attended an orientation programme

on 7 January 2016 where the Directors were briefed on the Groups
strategic direction, governance practices, business and organisation
structure as well as the individual line of business of the Group. The
Directors were given the opportunity to meet with key management
personnel to understand the business operations of the Group.

1.6

Business plans;
Material acquisitions, divestments and equity ventures;
Dividend policy;
Financial results announcements, annual report and audited
financial statements;
Discretionary authority limits (DAL);
Key policies (Whistleblowing policy, Business Continuity
Management policy, Investment policy and Information
Technology Policy);
Enterprise Risk management framework; and
Material capital expenditures, acquisitions and disposals.

All newly appointed Directors were also given the opportunity to visit
the Groups main operational facilities during the first Board meeting
on 10 December 2015.
(b) What are the types of
information and training
provided to (i) new
Directors and (ii) existing
Directors to keep them
up-to-date?

Briefings, updates and trainings for the Directors in FY2015 included:

In conjunction with the IPO exercise, a briefing was organised for
all Directors on 26 November 2015 by Baker & McKenzie, Wong
& Leow on the roles and responsibilities of a director of a public
listed company in Singapore;
The external auditors (EA) had briefed the AC on changes or
amendments to accounting standards; and
At the date of this report, all Directors have attended the Listed
Company Director Essentials: Understanding the Regulatory
Environment in Singapore What Every Director Ought to Know
course conducted by the Singapore Institute of Directors.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

Board Composition and Guidance

2.1
2.2
3.3

2.3
4.3

Does the Company comply

with the guideline on the
proportion of Independent
Directors on the Board?
If not, please state the
reasons for the deviation
and the remedial action
taken by the Company.

Guideline 2.1 of the Code is met as the Independent Directors make

up 50% of the Board.

Has the independence of

the Independent Directors
been reviewed in the last
financial year?

The NC had reviewed and confirmed the independence of the

Independent Directors in accordance with the Code. The Independent
Directors had also confirmed their independence in accordance with
the Code at the NC meeting on 10 December 2015.

(a) Is there any Director

who is deemed to be
independent by the
Board, notwithstanding
the existence of a
relationship as stated
in the Code that would
otherwise deem him not
to be independent? If
so, please identify the
Director and specify
the nature of such
relationship.

There is no Director who is deemed to be independent by the Board,

notwithstanding the existence of a relationship as stated in the Code
that would otherwise deem him not to be independent.

(b) What are the Boards

reasons for considering
him
independent?
Please
provide
a
detailed explanation.

In view that the Chairman of the Board (the Chairman) is also the
chief executive officer (CEO), and is not an independent director,
Guideline 2.2 of the Code is met as the Independent Directors made
up 50% of the Board. Mr. Tan See Yin has also been appointed as
the Lead Independent Director of the Company and makes himself
available to shareholders at the Companys general meetings.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

2.4

Has any Independent

Director served on the
Board for more than nine
years since the date of his
first appointment? If so,
please identify the Director
and set out the Boards
reasons for considering him
independent.

There are no Independent Directors who have served beyond nine

years since the date of their first appointment.

2.6

(a) What is the Boards

policy with regard to
diversity in identifying
director nominees?

The Boards policy in identifying director candidates is primarily to

have an appropriate mix of members with complementary skills, core
competencies and experience relevant and useful for the Group,
regardless of gender.

(b)
Please state whether
the current composition
of the Board provides
diversity on each of
the following skills,
experience,
gender
and knowledge of the
Company, and elaborate
with numerical data
where appropriate.

The current Board composition provides a diversity of skills,

experience, gender and knowledge to the Company as follows:
Table 2.6 Balance and Diversity of the Board
Number of Proportion
Directors
of Board
Core Competencies
Accounting or finance

83%

Business management

100%

Legal or corporate governance

100%

Relevant industry knowledge or

experience

100%

Strategic planning experience

100%

100%

Male

67%

Female

33%

Customer based
knowledge

experience

or

Gender

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Description

Companys Compliance or Explanation

(c) What steps have the

Board taken to achieve
the balance and diversity
necessary to maximise
its effectiveness?

The Board has taken the following steps to maintain or enhance its
balance and diversity:
Annual review by the NC to assess if the existing attributes and
core competencies of the Board are complementary and enhance
the efficacy of the Board; and
Annual evaluation by the Directors of the skill sets the other
Directors possess, with a view to understand the range of
expertise which is lacking by the Board.
The NC will consider the results of these exercises in its
recommendation for the appointment of new directors and/or the
re-appointment of incumbent directors.

2.8

Have the Non-Executive

Directors met in the
absence of key management
personnel in the last
financial year?

The Non-Executive Directors had not met in the absence of key

management personnel in FY2015 as the Company was listed on
the Catalist of SGX-ST in November 2015. Nevertheless, the NonExecutive Directors had met in the absence of key management on
23 February 2016 subsequent to its IPO.

Chairman and Chief Executive Officer

3.1

Are the duties between

Chairman
and
CEO
segregated?

Dr. Veerinderjeet Singh, the Executive Chairman also assumes the

roles of the CEO. The Company believes that a single leadership
structure will facilitate the decision-making process in relation to
business opportunities and operational matters. The Board is of the
opinion that there would be no need to separate the two roles after
taking into considerations the following:
Size and capabilities of the Board;
Size and operations of the Group;
Safeguards currently in place (such as the requirement for the
Boards approval for material transactions which exceed certain
thresholds in accordance with the approved DAL document to
ensure that decision-making by the Board is collective) and
strong independent element on the Board with 50% of the Board
members are Independent Directors.
As CEO, Dr. Veerinderjeet Singh is responsible for overseeing the
strategic positioning of the Group. In addition to managing the dayto-day business operations of the Group, he is to ensure that each
member of the Board and the Management works well together with
integrity and competency.

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Description

Companys Compliance or Explanation

As Chairman, he schedules and chairs Board meetings and ensures
that independent directors are able to speak freely and contribute
effectively. He also ensures proper information flow between the
Board and the Management. He plays a pivotal role in fostering
constructive dialogue between shareholders, the Board and the
Management at AGMs and other shareholders meetings. He also
takes a leading role in the Companys efforts to achieve and maintain
a high standard of corporate governance.

3.4

Have the Independent

Directors met in the
absence of other Directors?

The Independent Directors had not met in the absence of other

Directors in FY2015 as the Company was listed on the Catalist of
SGX-ST in November 2015. Nevertheless, the Independent Directors
had met on 23 February 2016 in the absence of other Directors
subsequent to its IPO.

Board Membership
4.1

What are the duties of the

NC?

The NC is guided by its key terms of reference as follows:

(a) To establish criteria for appointment of new Director to the Board;
(b) To review and recommend the re-appointment of Directors having
regard to the Directors contribution and performance;
(c) To determine on an annual basis whether a Director is
independent;
(d) To develop a process for evaluation of the performance of the
Board, its Board Committees and Directors;
(e) To review and recommend to the Board the succession plans for
the Chairman and the Executive Directors; and
(f) To review and recommend to the Board the training and
professional development programmes for the Board.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

4.4

(a) What is the maximum

number
of
listed
company
board
representations that the
Company has prescribed
for its directors? What
are the reasons for this
number?

The Board has set the maximum number of listed company board
representations as 5.

(b) If a maximum has not

been determined, what
are the reasons?

Not applicable.

(c) What are the specific

considerations
in
deciding on the capacity
of directors?

The considerations in assessing the capacity of Directors include

the following:

(d)
Have the Directors
adequately discharged
their duties?

As the Company was listed on the Catalist of the SGX-ST in

November 2015, there was no determination yet on whether the
Directors had adequately discharged their duties in FY2015. The
NC will review the time spent and attention given by each of the
Directors to the Companys affairs, and determine whether the
Directors have discharged their duties adequately for the financial
year ending 31 December 2016 (FY2016).

Are there alternate

Directors?

The Company does not have any alternate directors.

4.5

Having assessed the capacity of the Directors based on factors

disclosed in Section 4.4(c) below, the Board is of the view that
this number would allow Directors to have increased exposure to
different Boards and broaden their experience and knowledge in
relation to Board matters, hence ultimately benefitting the Company.

Expected and/or competing time commitments of Directors;

Geographical location of Directors;
Size and composition of the Board; and
Nature and scope of the Groups operations and size.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

4.6

Please describe the board

nomination process for
the Company in the last
financial year for (i) selecting
and
appointing
new
directors and (ii) re-electing
incumbent directors.

As the Company was listed on the Catalist of the SGX-ST in

November 2015, there was no appointment of any new directors of
the Company since its IPO.
Table 4.6(a) Process for the Selection and Appointment of
New Directors
1.

Determination of
selection criteria

The NC, in consultation with the Board,

will consider the following factors
when reviewing a candidate for Board
appointment:
the skills, experience, expertise
and personal trait that will best
complement Board effectiveness;
the existing composition of the
Board, aimed at providing the Board
the benefits of diversity among its
Directors; and
the capacity of the candidate
to dedicate the necessary time
and commitment to the role. This
involves a consideration of other
commitments such as other board
or executive appointments, integrity,
potential conflicts of interest, and
independence.

2.

Search for suitable

candidates

The NC will furnish to all Directors

a
comprehensive
background
information in relation to a candidate.
The NC would consider external
search organisations for identification
of potential Director candidates, if
deemed necessary.

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Description

Companys Compliance or Explanation

Table 4.6(a) Process for the Selection and Appointment of

New Directors
3.

Assessment
of shortlisted
candidates

The NC would meet and interview the

shortlisted candidates to assess their
suitability.

4.

Appointment of
director

The NC would recommend the

selected candidate to the Board for
consideration and approval.
All Board appointments should be
formalised by letter in the standard
format as approved by the Board from
time to time.

Table 4.6(b) Process for the Re-electing Incumbent Directors

1.

Assessment of
director

The NC would assess the performance

of the director in accordance with the
performance criteria set by the Board;
and
The NC would also consider the
current needs of the Board.

2.

Re-appointment of
director

Subject to the NCs satisfactory

assessment, the NC would recommend
the proposed re-appointment of
the director to the Board for its
consideration and approval.

The Directors submit themselves for re-nomination and re-election

at regular intervals of at least once every three years. Pursuant to
the Articles, at least one-third of the Board (including the Executive
Chairman and Executive Directors) is to retire from office by rotation
and be subject to re-election at the Annual General Meeting
(AGM) of the Company. Additional Directors appointed by the
Board after the AGM but during the financial year, shall only hold
office until the next AGM and thereafter be eligible for re-election
at the AGM, but shall not be taken into account in determining the
number of Directors who are to retire by rotation at such meeting.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

The Directors who are retiring at the forthcoming AGM pursuant to
the respective Articles and are to be nominated for re-election are
as follows:
Table 4.6(c) Directors to be Retired Pursuant to the Articles
Name of Director

Designation

Articles

Dr. Veerinderjeet Singh

a/l Tejwant Singh

Executive Chairman

Dato Tang Swee Guan

Finance Director and

Executive Director

Ranjit Singh a/l Taram Singh

Executive Director

Tan See Yin

Lead Independent
Director

101

Datin Isharidah Binti Ishak

Independent Director

101

Lee Pih Peng

Independent Director

101

97

Mr Tan See Yin will, upon re-election as a Director, remain as

the Chairman of the AC and a member of the NC and RC. Datin
Isharidah Binti Ishak will, upon re-election as a Director, remain as
the Chairman of the NC and a member of the AC and RC. Ms Lee
Pih Peng will, upon re-election as a Director, remain as the Chairman
of the RC and a member of the AC and NC. The Board considers
Mr Tan See Yin, Datin Isharidah Binti Ishak and Ms Lee Pih Peng to
be independent for the purposes of Rule 704(7) of the SGX-ST Listing
Manual Section B: Rules of Catalist (the Catalist Rules).
4.7

Please provide Directors

key information.

The key information of the Directors, including their appointment

dates and directorships held in the past 3 years, academic and
professional qualifications and other principal commitments, are set
out on pages 10 to 12 of this annual report.

Board Performance
5.1
5.2
5.3

What is the performance

criteria set to evaluate
the effectiveness of the
Board as a whole and its
board committees, and for
assessing the contribution
by each Director to the
effectiveness of the Board?

As the Company was listed on the Catalist of the SGX-ST in

November 2015, the NC has yet to set the performance criteria to
evaluate the effectiveness of the Board as a whole and its Board
Committees, and for assessing the contribution by each Director to
the effectiveness of the Board in FY2015. The NC will draw up such
performance criteria in FY2016.
No external facilitator was engaged by the Company in FY2015.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

(a) What was the process

upon which the Board
reached the conclusion
on its performance for
the financial year?

As the Company was listed on the Catalist of the SGX-ST in

November 2015, there was no determination of the performance for
the Board in FY2015.

(b) Has the Board met its

performance objectives?

As the Company was listed on the Catalist of the SGX-ST in

November 2015, there was no determination of the performance
for the Board in FY2015. The NC will review the performance of the
Board and key management personnel based on its performance
criteria in FY2016.

Access to Information
6.1
10.3

What types of information

does the Company provide
to Independent Directors to
enable them to understand
its business, the business
and financial environment as
well as the risks faced by the
Company? How frequently
is the information provided?

Table 6 Types of Information Provided by Key Management

Personnel to Independent Directors
Information

Frequency

1.

Board papers (with background or explanatory Quarterly

information relating to the matters brought
before the Board, where necessary).

2.

Updates to the Groups operations and the Quarterly

markets in which the Group operates in.

3.

Reports on on-going or planned corporate actions As and

when
applicable

4.

Enterprise risk management report and internal As and

audit report
when
available

5.

Research report(s)

As and
when
available

6.

Shareholding statistics

As and
when
requested

Key management personnel will also provide any additional material

or information that is requested by Directors or that is necessary to
enable the Board to make a balanced and informed assessment of
the Groups performance, position and prospects.

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Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

6.3

What is the role of the

Company Secretary?

The role of the Company Secretary, the appointment and removal of

whom is a matter for the Board as a whole, is as follows:
Ensuring that Board procedures are observed and that the
Companys Memorandum of Association and the Articles, relevant
rules and regulations, including requirements of the Securities and
Futures Act (Chapter 289) of Singapore, the Labuan Companies
Act and the Catalist Rules, are complied with;
Assist the Chairman and the Board to implement and strengthen
corporate governance practices, with a view to enhancing longterm shareholder value;
Assist the Chairman to ensure good information flows within the
Board and its Board committees and key management personnel;
Facilitating orientation and assisting with professional
development as required;
Training, designing and implementing a framework for key
management personnels compliance with the Catalist Rules,
including timely disclosure of material information;
Attend and prepare minutes for all Board meetings;
As secretary to all the other Board Committees, the Company
Secretary assists to ensure coordination and liaison between the
Board, the Board Committees and key management personnel;
and
Assist the Chairman, the Chairman of each Board Committee and
key management personnel in the development of the agendas
for the various Board and Board Committee meetings.

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Code and/or Guide

Description

Companys Compliance or Explanation

REMUNERATION MATTERS
Developing Remuneration Policies
7.1

What is the role of the RC?

The RC is guided by key terms of reference as follows:

(a) Review and recommend to the Board the remuneration framework
for each Director and key management personnel of the
Company;
(b) Review and recommend to the Board the individual remuneration
structure and policy for the Executive Directors and key
management personnel, taking due account of short term and
long term incentives and whether there is an appropriate
balance between fixed and incentive pay that is aligned with the
objectives of the Company and is commensurate with the level
of executive responsibilities;
(c) Review and recommend to the Board an appropriate performance
framework; supporting the setting of performance target
parameters for the remuneration of the Executive Directors and
key management personnel; and monitor their performance
against such targets and recommending resultant annual
remuneration levels; and
(d) Review and make recommendations to the Board for the
remuneration report for inclusion in the annual report.

7.3

Were
remuneration
consultants engaged in the
last financial year?

No remuneration consultants were engaged by the Company in

FY2015.

Disclosure on Remuneration
9

What is the Companys

remuneration policy?

The Companys remuneration policy is one that seeks to recruit,

attract, retain and motivate high performing individuals and
structured as to align their interests with those of the Company
and its shareholders. The policy also seeks to pursue the long term
growth and success of the Company and its business plan.
The Company has entered into separate service agreements with
the Executive Directors and key management personnel. For details,
please refer to the Companys offer document dated 18 November
2015.

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9.1
9.2

Has the Company disclosed

each Directors and the
CEOs remuneration as
well as a breakdown (in
percentage or dollar terms)
into base/fixed salary,
variable or performancerelated income/bonuses,
benefits in kind, stock
options granted, sharebased incentives and
awards, and other longterm incentives? If not,
what are the reasons for not
disclosing so?

The breakdown for the remuneration of the Directors in FY2015 was

as follows:
Table 9.2 Directors Remuneration
Directors BenefitsFees*
in-kind
(%)
(%)

Salary
(%)

Bonus
(%)

Dr.
Veerinderjeet
Singh

100

100

Dato Tang
Swee Guan

100

100

Ranjit Singh

100

100

Tan See Yin

100

100

Datin Ishadirah
Binti Ishak

100

100

Lee Pih Peng

100

100

Name

Total
(%)

Below S$250,000

* The directors fees are subject to the approval of the shareholders

at the forthcoming AGM.
There were no termination, retirement and post-employment benefits
granted to Directors and key management personnel in FY2015.
After reviewing the industry practice and analysing the advantages
and disadvantages in relation to the disclosure of remuneration of
each Director, the Company is of the view that such disclosure would
be prejudicial to its business interest given the highly competitive
environment.

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9.3

(a)
Has
the
Company
disclosed each key
management personnels
remuneration,
in
bands of S$250,000 or
more in detail, as well
as a breakdown (in
percentage or dollar
terms) into base/fixed
salary,
variable
or
performance-related
income/bonuses,
benefits-in-kind, stock
options granted, sharebased incentives and
awards, and other longterm incentives? If not,
what are the reasons for
not disclosing so?

The breakdown for the remuneration of the Companys key

management personnel (who are not Directors or the CEO) in FY2015
was as follows:
Table 9.3 Remuneration of Key Management Personnel

Name

Total
(%)

Below S$250,000

9.4

Salary
(%)

BenefitsBonus
in-kind
(%)
(%)

Derek Lee Siew Weng

100

100

Kenny Harris Wong

100

100

Renuka Bhupalan

100

100

Datin Chai Seow Lin1

100

100

Sylvia Anita Rockey

100

100

Cheah Mei Hua

100

100

Spouse of Dato Tang Swee Guan, Finance Director and Executive Director.

(b)
Please disclose the
aggregate remuneration
paid to the top five key
management personnel
(who are not Directors or
the CEO).

The total remuneration paid to the top six (6) key management
personnel in FY2015 was S$520,000.

Is there any employee who

is an immediate family
member of a Director
or the CEO, and whose
remuneration
exceeds
S$50,000 during the last
financial year? If so, please
identify the employee and
specify the relationship with
the relevant Director or the
CEO.

Datin Chai Seow Lin is the spouse of Dato Peter Tang Swee Guan,
the Finance Director and Executive Director. The remuneration of
Datin Chai in FY2015 was in band of S$50,000 to S$100,000.
Other than as disclosed, there was no employee of the Group who
was an immediate family member of a Director whose remuneration
exceeded S$50,000 in FY2015.

31
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

9.5

Please provide details of the

employee share scheme(s).

Information on the Companys Performance Share Plan and Employee

Share Option Scheme is set out on pages 41 to 44 of this Annual
Report.

9.6

(a) Please describe how the

remuneration received
by Executive Directors
and key management
personnel has been
determined by the
performance criteria.

The remuneration received by the Executive Directors and key

management personnel takes into consideration his or her individual
contribution towards the overall performance of the Group for
FY2015. Their remuneration is made up of fixed and variable
compensations. The fixed compensation consists of an annual base
salary, fixed allowance and annual wage supplement. The variable
compensation is determined based on the level of achievement of
corporate and individual performance objectives.

(b)
What
were
the
performance conditions
used to determine their
entitlement under the
short term and long term
incentive schemes?

The following performance conditions were chosen for the Group

to remain competitive and to motivate the Executive Directors and
key management personnel to work in alignment with the goals of
all stakeholders:

(c)
Were all of these
performance conditions
met? If not, what were
the reasons?

Table 9.6(b)
Performance
Conditions
Short-term Incentives

Long-term
Incentives

Qualitative

1. Leadership
2. People development
3. Commitment
4. Marketing effort
5. Implementation of better
practices

Quantitative

1. Revenue growth
2. Client based growth

No performance
conditions had been
set for Executive
Directors and
key management
personnels long
term incentives as
the Company was
listed on the Catalist
of the SGX-ST in
November 2015.

As the Company was listed on the Catalist of the SGX-ST in

November 2015, there was no determination of the performance for
the Board and key management personnel. The RC will review the
performance of the Board and key management personnel based on
its performance conditions in FY2016.

32
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

ACCOUNTABILITY AND AUDIT

Risk Management and Internal Controls
11.3

(a) In relation to the major

risks faced by the
Company,
including
financial, operational,
compliance, information
technology
and
sustainability, please
state the bases for
the Boards view on
the
adequacy
and
effectiveness of the
Companys
internal
controls
and
risk
management systems.

The Board is of the view that the Companys internal controls

(including financial, operational, compliance and information
technology controls) and risk management systems were adequate
and effective in FY2015.
The bases for the Boards view are as follows:
1. Assurance has been received from the Executive Chairman and
Finance Director (refer to Section 11.3(b) below);
2. Finance and accounting policies and DAL were established and
approved by the Board;
3. Availability of key policies on finance & accounting (including
DAL), investment, information technology and business continuity
management;
4. Internal controls established and maintained by the Group, work
performed by the internal auditors (IA) (prior to IPO) and EA,
and reviews performed by the key management personnel and
the Board as disclosed in the Companys offer document dated
18 November 2015. For FY2016, the Company has outsourced its
internal audit function to Baker Tilly Monteiro Heng Governance
Sdn Bhd, which will report audit findings and recommendations
directly to the AC;
5. Key management personnel regularly evaluates, monitors
and reports to the Executive Directors and AC (via periodic
management meeting at individual business unit level) on material
risks;
6. An enterprise risk management framework was established to
identify, manage and mitigate significant risks; and
7. Risk appetite statements with tolerance limits have been approved
by the Board to contain risks within acceptable levels.
The Company is gradually placing emphasis on sustainability and
would implement appropriate policies and programmes when the
opportunities arise.

(b) In respect of the past

12 months, has the Board
received assurance from
the CEO and the CFO
as well as the IA that:
(i) the financial records
have been properly
maintained and the
financial
statements
give true and fair view
of
the
Companys
operations and finances;
and (ii) the Companys
risk management and
internal control systems
are effective? If not, how
does the Board assure
itself of points (i) and (ii)
above?

Yes, the Board has obtained such assurance from the Executive
Chairman and Finance Director in respect of FY2015.

33
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

Audit Committee
12.1
12.4

What is the role of the AC?

The AC is guided by the following key terms of reference:

review the relevance and consistency of the accounting standards,
the significant financial reporting issues, recommendations
and judgements so as to ensure the integrity of the financial
statements of the Group and any announcements relating to the
Groups financial performance before submission to the Board
for approval;
review and report to the Board at least annually the adequacy
and effectiveness of the Groups internal control system, including
financial, operational, compliance and information technology
controls (such review can be carried out internally or with the
assistance of any competent third parties);
review periodically management risk profiles identifying significant
risk areas (with particular focus on financial reporting risks and
controls);
coordinate with the Risk Management Committee (RMC) on
its oversight of non-financial and financial risk management
and internal control matters. Arrange for access to and review
RMC reports regarding the adequacy and effectiveness of risk
management and internal control systems;
review the effectiveness and adequacy of the Groups internal
audit function;
review the scope and results of the external audit, and the
independence and objectivity of the external auditors;
make recommendations to the Board on proposals to shareholders
on appointment, re-appointment and removal of the external
auditors, and approve the remuneration and terms of engagement
of the external auditors;
review the system of internal controls and management of
financial risks with internal and external auditors;
review the co-operation given by management to external
auditors and internal auditors, where applicable;
review the Groups compliance with such functions and duties as
may be required under the relevant statutes or the Listing Manual,
including such amendments made thereto from time to time;
review and approve interested person transactions and review
procedures thereof;
review potential conflicts of interest (if any) and to set out a
framework to resolve or mitigate any potential conflicts of
interests;
investigate any matters within its terms of reference;
review the policy and arrangements by which our staff may,
in confidence, raise concerns about possible improprieties in
matters of financial reporting and to ensure that arrangements
are in place for the independent investigations of such matter
and for appropriate follow-up; and
undertake such other functions and duties as may be required
by statute or the Listing Manual, and by such amendments made
thereto from time to time.

34
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

12.5

Has the AC met with the

auditors in the absence
of
key
management
personnel?

The AC had not met with the EA in the absence of key management
personnel in FY2015 as the Company was listed on the Catalist of
the SGX-ST in November 2015. Nevertheless, the AC had met with
the EA in the absence of key management on 23 February 2016
subsequent to its IPO.

12.6

Has the AC reviewed the

independence of the EA?

The AC has reviewed the non-audit services provided by the EA and

is satisfied that the nature and extent of such services would not
prejudice the independence of the EA, and has recommended the
re-appointment of the EA at the forthcoming AGM.

(a)
Please
provide
a
breakdown of the fees
paid in total to the EA
for audit and non-audit
services for the financial
year.

Table 12.6(a) Fees Paid/Payable to the EA for FY2015

S$

% of
total

51,000

25%

Non-audit fees
IPO

150,000

75%

Total

201,000

100%

Audit fees

(b) If the EA have supplied

a substantial volume of
non-audit services to
the Company, please
state the bases for
the ACs view on the
independence of the EA.

The non-audit services rendered during FY2015 were substantial

due to the IPO exercise whereby the EA rendered services as the
reporting accountant.

12.7

Does the Company have a

whistle blowing policy?

Yes. The Companys staff may, in confidence, raise concerns

about possible improprieties on matters of financial reporting or
other matters by submitting a whistle blowing report to the Lead
Independent Director, Mr. Tan See Yin at his personal email address
and mobile contact number which is set out in the whistle blowing
policy document (that has been issued to all employees of the
Group).

12.8

What are the ACs activities

or the measures it has taken
to keep abreast of changes
to accounting standards
and issues which have a
direct impact on financial
statements?

In FY2015, all members of AC received regular updates on changes

and amendments to accounting standards to enable the members of
AC to keep abreast of such changes, and issues which have a direct
impact on financial statements.

35
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

Internal Audit
13.1
13.2
13.3
13.4
13.5

Please provide details of the

Companys internal audit
function, if any.

The Company has outsourced its internal audit function to Baker

Tilly Monteiro Heng Governance Sdn Bhd in February 2016. The
AC reviews and approves the internal audit plan to ensure the
adequacy of the scope of audit. The AC is satisfied that IA is
adequately qualified (given, inter alia, its adherence to standards
set by internationally recognised professional bodies) and resourced,
and has the appropriate standing in the Company to discharge its
duties effectively.
In FY2015, Puan Noor Lilah Wati Abdul Majid was engaged as the
internal auditor in conjunction with the IPO.

SHAREHOLDER RIGHTS AND RESPONSIBILITIES

Communication with Shareholders
15.2
15.3
15.4

(a)
Does the Company
regularly communicate
with
shareholders
and attend to their
questions? How often
does the Company meet
with institutional and
retail investors?

The Company solicits feedback from and addresses the concerns of

shareholders via the following:
a dedicated external investor relations team whose contact details
can be found in the corporate website of the Group;
investor/analyst briefings; and
investor roadshows.
The Company held 2 investor briefings in FY2015 to meet with its
institutional and retail investors in conjunction with its IPO.

(b)
Is this done by a
dedicated
investor
relations
team
(or
equivalent)? If not, who
performs this role?

The investors briefings were coordinated by a dedicated external

investor relations team.

(c) How does the Company

keep
shareholders
informed of corporate
d e v e l o p m e n t s ,
apart from SGXNET
announcements and the
annual report?

Apart from the SGXNET announcements and its annual report, the
Company updates shareholders on its corporate developments
through its corporate website at www.axcelasia.com.

36
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
Guideline

Code and/or Guide

Description

Companys Compliance or Explanation

15.5

Does the Company have a

dividend policy?

The Company does not have a fixed dividend policy. Nonetheless,

the Directors will review and recommend any dividend declaration
subject to, inter alia, the level of Groups cash and retained earnings,
Groups actual and projected financial performance in the relevant
financial period/year, projected levels of capital expenditure and
expansion plans, working capital requirements and general financing
condition and restrictions on payment of dividends imposed on the
Company by financing arrangement (if any).
As disclosed in the Companys offer document dated 18 November
2015, the Company intends to recommend and distribute dividends
of not less than 50.0% of our profit after tax for FY2016 and financial
year ending 31 December 2017 to reward shareholders of the
Company for participating in the Groups growth.

Is the Company paying

dividends for the financial
year? If not, please explain
why.

The Board has not proposed a dividend for FY2015 as the Company
was listed on the Catalist of the SGX-ST in November 2015, and
the key management personnel are of the view that the cash can
be better used to invest in new business opportunities to grow the
Group at this juncture.

CONDUCT OF SHAREHOLDER MEETINGS

16.1
16.3
16.4
16.5

How are the general

meetings of shareholders
conducted?

The Companys Articles allow for abstentia voting.

The Company requires all Directors (including the respective
chairman of the Board Committees) to be present at all general
meetings of shareholders, unless due to exigencies. The EA is also
required to be present to address shareholders queries about the
conduct of audit and the preparation and content of the independent
auditors report.
All resolutions are put to vote by way of poll, and their detailed
results will be announced via SGXNet after the conclusion of the
general meeting.

37
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
COMPLIANCE WITH APPLICABLE CATALIST RULES
Catalist
Rule

Rule Description

Companys Compliance or Explanation

712, 715 Appointment of Auditors

or 716

The Company confirms its compliance Rules 712 and 715 of the
Catalist Rules.

1204(8)

Material Contracts

There were no material contracts entered into by the Group involving

the interest of the CEO, any Director or controlling shareholder,
which are either still subsisting at the end of FY2015 or if not then
subsisting, entered into since the end of the previous financial year.

1204(10)

Confirmation of adequacy of The Board and the AC are of the opinion that the internal controls
internal controls
are adequate and effective to address the financial, operational,
compliance and information technology risks in FY2015 based on
the following:
Internal controls and the risk management system established by
the Company;
Availability of key policies on finance & accounting (including
DAL), investment, information technology and business continuity
management;
Work performed by the IA and EA in conjunction with its recent
IPO;
Assurance from the Executive Chairman and Finance Director; and
On-going review by the Board Committees and key management
personnel.

38
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
COMPLIANCE WITH APPLICABLE CATALIST RULES
Catalist
Rule
1204(17)

Rule Description

Companys Compliance or Explanation

Interested Persons Transaction The Group has procedures governing all IPTs to ensure that they
(IPT)
are properly documented and reported on a timely manner to the
AC and that they are carried out on normal commercial terms and
are not prejudicial to the interests of the Company and its minority
shareholders.
Pursuant to a lease agreement dated 1 August 2015, Axcelasia
Columbus Sdn Bhd (formerly known as Columbus Advisory Sdn
Bhd) shall pay to Rainmaker Consulting Sdn Bhd (a company in
which Executive Director, Mr Ranjit Singh has a 75% interest) for the
purpose of the rental of the office premises for a period of three
years from 15 August 2015 to 14 August 2018, on a fixed rental
of RM22,648 per month. The Directors are of the view that the
rental and other terms and conditions of the lease agreed between
Axcelasia Columbus Sdn Bhd and Rainmaker Consulting Sdn Bhd are
on an arms length basis, based on normal commercial terms and
market rates and are not prejudicial to the interests of the Group
and/or its minority shareholders.
The Company does not have a general mandate for IPTs. There were
no IPTs with value more than S$100,000 transacted subsequent to the
admission of our Company on the Catalist of the SGX-ST.

1204(19)

Dealing in Securities

The Company has adopted an internal policy which prohibits the

Directors and officers from dealing in the securities of the Company
while in possession of price-sensitive information.
The Company, its Directors and officers are also discouraged from
dealing in the Companys securities on short term considerations
and are prohibited from dealing in the Companys securities during
the period beginning one month before the announcement of the
Companys half-year and full-year financial statements respectively,
and ending on the date of the announcement of the relevant results.

1204(21)

Non-sponsor fees

In FY2015, the Company paid to its sponsor, PrimePartners Corporate

Finance Pte. Ltd. non-sponsor fees of S$610,800 for acting as the
issue manager, sponsor and placement agent pursuant to the
Companys IPO.

39
AXCELASIA INC.

2015 ANNUAL REPORT

CORPORATE

GOVERNANCE
COMPLIANCE WITH APPLICABLE CATALIST RULES
Catalist
Rule

Rule Description

Companys Compliance or Explanation

1204(22)

Use of IPO Proceeds

The net proceeds raised from the IPO, after deducting the cash
expenses in relation to the IPO of approximately S$1.3 million was
approximately S$7.58 million.
The following table sets out the breakdown of the use of proceeds
from the IPO as at 29 February 2016.

Purpose
Expand our business
operationsin Malaysia
and the ASEAN region
and enhance our range
of professional services

Amount
utilised as at
Amount 29 February
allocated
2016
(S$000)
(S$000)

Balance
(S$000)

6,000

375

5,625

500

500

Working Capital

1,080

1,080

Listing expenses to be
borne by the Company

1,300

1,300

Total

8,880

1,675

7,205

Enhance our Groups

office and support
infrastructure

40
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

The directors present their statement to the members together with the audited financial statements of the Group
for the financial year ended 31 December 2015 and the statement of financial position of the Company as at 31
December 2015.
In the opinion of the directors,
(i)

the statement of financial position of the Company and the consolidated financial statements of the Group
as set out on pages 49 to 93 are drawn up so as to give a true and fair view of the financial position of the
Company and of the Group as at 31 December 2015 and the financial performance, changes in equity and
cash flows of the Group for the financial year covered by the consolidated financial statements; and

(ii)

at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they fall due.

Directors
The directors of the Company in office at the date of this statement are as follows:
Dr. Veerinderjeet Singh A/L Tejwant Singh (appointed on 21 August 2015)
Dato Tang Swee Guan (appointed on 21 August 2015)
Ranjit Singh A/L Taram Singh (appointed on 21 August 2015)
Tan See Yin (appointed on 21 October 2015)
Datin Isharidah Binti Ishak (appointed on 21 October 2015)
Lee Pih Peng (appointed on 21 October 2015)
Arrangements to enable directors to acquire shares or 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.

41
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Directors interests in shares or debentures

According to the register of directors shareholdings, none of the directors holding office at the end of the financial
year had any interest in the shares or debentures of the Company or its related corporations, except as follows:
Holdings registered
Holdings in which the
in name of director or
directors are deemed to
nominee
have an interest
As at
At date of
As at
At date of
31.12.2015 incorporation 31.12.2015 incorporation
Axcelasia Inc.
immediate and ultimate holding corporation
(No. of ordinary shares)
Dr. Veerinderjeet Singh A/L Tejwant Singh
Dato Tang Swee Guan
Ranjit Singh A/L Taram Singh

23,367,500
32,223,500
36,518,660

1
1
1

80,000
3,444,000

Dr Veerinderjeet Singh A/L Tejwant Singh, Dato Tang Swee Guan and Ranjit Singh A/L Taram Singh are deemed
to have interest in the shares of all the Companys subsidiaries at the end of the financial year.
In accordance with the continuing listing requirements of Catalist of Singapore Exchange Securities Trading Limited
(SGX-ST), the Directors of the Company state that, according to the register of Directors shareholdings, the
Directors interest as at 21 January 2016 in the shares of the Company have not changed from those disclosed as
at 31 December 2015.
Share options/share awards
THE AXCELASIA EMPLOYEE SHARE OPTION SCHEME
In conjunction with the Companys listing on the Catalist of Singapore Exchange Securities Trading Limited
(SGX-ST), the Group adopted the Axcelasia Employee Share Option Scheme (ESOS) which was approved by
its shareholders at an Extraordinary General Meeting (EGM) held on 21 October 2015. The ESOS is administered
by a committee comprising of members of the Nominating Committee and the Remuneration Committee (the
Administration Committee). The ESOS provides for the grant of share options (Options) to employees and
Directors (ESOS participants).
The selection of the ESOS participants and number of shares which are subject of each Option to be granted to an
ESOS participant in accordance with the ESOS shall be determined at the absolute discretion of the Administration
Committee, which shall take into account criteria such as, inter alia, the rank, scope of responsibilities, performance,
years of service and potential for future development and contribution to the success of the Group.

42
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Share options/share awards (continued)

THE AXCELASIA EMPLOYEE SHARE OPTION SCHEME (continued)
Under the ESOS, the number of shares over which the Administration Committee may grant Options on any
date, when added to the number of shares issued and issuable in respect of all Options granted under the ESOS
(including the Axcelasia Performance Share Plan and any other share option scheme of the Company) shall not
exceed 15% of the number of issued shares (excluding treasury shares) on the day preceding the date of the
relevant grant.
Options granted with the exercise price set at market price shall only be exercisable, in whole or in part at any
time, by an ESOS participant after the first anniversary of the offer date of that Option, provided always that the
Options shall be exercised before the fifth anniversary of the relevant offer date, or such earlier date as may be
determined by the Administration Committee, failing which all unexercised Options shall immediately lapse and
become null and void and an ESOS participant shall have no claim against the Company.
Options granted with exercise price set at a discount to market price shall only be exercisable, in whole or in part
at any time, by an ESOS participant after the second anniversary from the offer date of that option, provided always
that the Options shall be exercised before the fifth anniversary of the relevant offer date, or such earlier date as
may be determined by the Administration Committee, failing which all unexercised Options shall immediately lapse
and become null and void and an ESOS participant shall have no claim against the Company.
Options may lapse or be exercised earlier in circumstances which include the termination of the employment of the
participant in the Group and the parent company, the bankruptcy of the participant, the death of the participant,
a take-over of the Company, and the winding-up of the Company.
There were no options granted to the employees and Directors from the commencement of the ESOS up to the
end of the financial year.
No options have been granted to controlling shareholders of the Company and their associates under the ESOS
from the commencement of the ESOS up to the end of the financial year.
None of the ESOS participants received 5% or more of the total number of options available under the ESOS.
The Company does not have any parent company.
There were no options being exercised during the financial year.
There were no shares issued during the financial year by virtue of the exercise of options to take up unissued
shares of the Company or its subsidiaries.
There were no unissued shares under Option in the Company or its subsidiaries as at the end of the financial year.

43
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Share options/share awards (continued)

THE AXCELASIA PERFORMANCE SHARE PLAN
In conjunction with the Companys listing on the Catalist of SGX-ST, the Group adopted the Axcelasia Performance
Share Plan (PSP) which was approved by its shareholders at the EGM held on 21 October 2015. The PSP is
administered by the Administration Committee. The PSP provides for the grant of incentive share awards (Awards)
to employees and Directors (PSP participants).
The selection of the PSP participants and number of shares which are subject of each Award to be granted to a
PSP participant in accordance with the PSP shall be determined at the absolute discretion of the Administration
Committee, which shall take into account criteria such as, inter alia, the rank, scope of responsibilities, performance,
years of service and potential for future development and contribution to the success of the Group.
Under the PSP, the total number of shares which may be delivered pursuant to the vesting of Awards on any date,
when added to the aggregate number of shares issued and issuable in respect of (a) all Awards granted under the
PSP; and (b) all options granted under any share option, shares incentive, performance share or restricted plans
of the Company from time to time.
The PSP allows for the participation by full-time employees of the Group (including the Executive Directors) and
Non-executive Directors (including Independent Directors) who have attained the age of 21 years and above on
or before the relevant date of grant of the Award, provided that none shall be an undischarged bankrupt or have
entered into a composition with his creditors. Controlling shareholders of the Company and their associates will
not be eligible to participate in the PSP.
Notwithstanding that a PSP participant may have met his performance targets, no Awards shall be vested:
(i)

When a PSP participant, being an employee of the Group, ceasing for any reason whatsoever, to be in
the employment of a company in the Group or in the event the Company by which the PSP participant is
employed ceases to be a company in the Group;

(ii)

When a PSP participant, being a Non-executive Director, ceasing to be a director of a company in the Group,
for any reason whatsoever;

(iii)

Upon the bankruptcy of the PSP participant;

(iv)

Upon ill health, injury or death of a PSP participant;

(v)

When a PSP participant committing any breach of any of the terms of his Award;

(vi)

Upon misconduct on the part of a PSP participant as determined by the Administration Committee in its
discretion;

(vii)

When a general offer being made of all or any part of the Shares;

(viii) When a scheme of arrangement or compromise between the Company and the Shareholders being
sanctioned by the Court;

44
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Share options/share awards (continued)

THE AXCELASIA PERFORMANCE SHARE PLAN (continued)
(ix)

When an order for the compulsory winding-up of the Company being made;

(x)

When a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of the Company
being made; and/or

(xi)

Upon any other event approved by the Administration Committee.

There was no share Awards granted pursuant to the PSP from the commencement of the PSP up to the financial
year ended 31 December 2015.
Audit committee
The Audit Committee comprises the following members, who are all non-executive directors and independent
directors:
Tan See Yin (Chairman)
Datin Isharidah Binti Ishak
Lee Pih Peng
Our Audit Committees terms of reference are as follows:
a.

Review the relevance and consistency of the accounting standards, the significant financial reporting issues,
recommendations and judgements so as to ensure the integrity of the financial statements of our Group
and any announcements relating to our Groups financial performance before submission to our Board for
approval;

b.

Review and report to our Board at least annually the adequacy and effectiveness of our Groups internal
controls, including financial, operational, compliance and information technology controls (such review can
be carried out internally or with the assistance of any competent third parties);

c.

Review periodically management risk profiles identifying significant risk area (with particular focus on financial
reporting risk and controls);

d.

Coordinate with the Risk Management Committee (RMC) on its oversight of non-financial and financial
risk management and internal control matters. Arrange for access to and review RMC reports regarding the
adequacy and effectiveness of risk management and internal control systems;

e.

Review the effectiveness and adequacy of our Groups internal audit function;

f.

Review the scope and results of the external audit, and the independence and objectivity of the independent
auditor;

45
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Audit committee (continued)

g.

Make recommendations to our Board on the proposals to the shareholders on the appointment, reappointment and removal of the independent auditor, and approve the remuneration and terms of
engagement of the independent auditor;

h.

Review the system of internal controls and management of financial risks with our internal and independent
auditor;

i.

Review the co-operation given by our management to our independent auditor and our internal auditors,
where applicable;

j.

Review our Groups compliance with such functions and duties as may be required under the relevant statutes
or the Listing Manual, including such amendments made thereto from time to time;

k.

Review and approve interested person transactions and review procedures thereof;

l.

Review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate any potential
conflicts of interests;

m.

Investigate any matters within its terms of reference;

n.

Review the policy and arrangements by which our staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting and to ensure that arrangements are in place for the
independent investigations of such matter and for appropriate follow-up; and

o.

Undertake such other functions and duties as may be required by statute or the Listing Manual, and by such
amendments made thereto from time to time.

The Audit Committee confirmed that it has undertaken a review of all non-audit services provided by the
independent auditors to the Group and is satisfied that the nature and extent of such services would not affect
the independence of the independent auditors.
The Audit Committee has full access to and has the co-operation of the management and has been given the
resources required for it to discharge its function properly. It also has full discretion to invite any director and
executive officer to attend its meetings. The independent auditor have unrestricted access to the Audit Committee.
The Audit Committee has recommended to the Board of Directors the nomination of Nexia TS Public Accounting
Corporation, for re-appointment as independent auditor of the Company at the forthcoming Annual General
Meeting.

46
AXCELASIA INC.

2015 ANNUAL REPORT

DIRECTORS

STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Independent auditor
The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept
re-appointment.

On behalf of the Directors

Dato Tang Swee Guan

Director

Ranjit Singh A/L Taram Singh

Director
21 March 2016

47
AXCELASIA INC.

2015 ANNUAL REPORT

INDEPENDENT

AUDITORS REPORT
TO THE MEMBERS OF AXCELASIA INC.

Report on the Financial Statements

We have audited the accompanying financial statements of Axcelasia Inc. (the Company) and its subsidiaries
(the Group) as set out on pages 49 to 93, which comprise the consolidated statement of financial position of
the Group and statement of financial position of the Company as at 31 December 2015, and the consolidated
statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group for
the financial year then ended, and a summary of significant accounting policies and other explanatory information.
Managements 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 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 unauthorised
use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair financial statements and to maintain accountability of assets.
Auditors 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 auditors judgement, 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 entitys 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 entitys 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.

48
AXCELASIA INC.

2015 ANNUAL REPORT

INDEPENDENT

AUDITORS REPORT
TO THE MEMBERS OF AXCELASIA INC.

Opinion
In our opinion, the consolidated financial statements of the Group and the statement of financial position of the
Company are properly drawn up in accordance with the Singapore Financial Reporting Standards so as to give a
true and fair view of the financial position of the Group and of the Company as at 31 December 2015, and of the
financial performance, changes in equity and cash flows of the Group for the financial year ended on that date.

Nexia TS Public Accounting Corporation

Public Accountants and Chartered Accountants

Director-in-charge: Loh Ji Kin

(Appointed since financial year ended 31 December 2015)

Singapore
21 March 2016

49
AXCELASIA INC.

2015 ANNUAL REPORT

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Note

2015
RM

2014
RM

25,299,790
875,718

8,301,642
17,925

(253,723)
(9,326,709)
(136,934)
(702,002)
(3,744,816)
(2,205,088)

(56,712)
(5,212,135)
(143,128)
(339,345)

(479,275)

(16,369,272)

(6,230,595)

9,806,236
(1,964,979)

2,088,972
(497,735)

Total comprehensive income, representing net profit

7,841,257

1,591,237

Total comprehensive income attributable to:

Equity holders of the Company
Non-controlling interests

7,866,462
(25,205)

1,591,237

7,841,257

1,591,237

10.22

636.49

Revenue
Other income net
Expenses
Depreciation of property, plant and equipment
Employee compensation
Referral fees and research charges
Rental and maintenance
Subcontractors fee
Other expenses

4
5
12
6

Total expenses
Profit before income tax
Income tax expense

Earnings per share for profit attributable to equity holders of

the Company (cents per share)
Basic and diluted

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

50
AXCELASIA INC.

2015 ANNUAL REPORT

STATEMENTS OF

FINANCIAL POSITION
AS AT 31 DECEMBER 2015

Group
2015
RM

2014
RM

Company
2015
RM

6,602,878
28,982,149

2,304,416
2,870,421

2,032,939
23,269,346

35,585,027

5,174,837

25,302,285

795,576

305,655

150,426

4,831,320

1,101,231

150,426

4,831,320

36,686,258

5,325,263

30,133,605

2,019,841
588,336

1,990,420
378,484

211,960

2,608,177

2,368,904

211,960

19,840

14,500

2,628,017

2,383,404

34,058,241

2,941,859

29,921,645

27,817,984
(2,691,859)
8,908,321

250,000

2,691,859

27,817,984

2,103,661

Non-controlling interests

34,034,446
23,795

2,941,859

29,921,645

TOTAL EQUITY

34,058,241

2,941,859

29,921,645

Note
ASSETS
Current assets
Trade and other receivables
Cash and bank balances
Non-current assets
Property, plant and equipment
Investments in subsidiaries
Development cost in progress

10
11

12
13
14

Total assets
LIABILITIES
Current liabilities
Trade and other payables
Current tax liabilities
Non-current liabilities
Deferred tax liabilities

15

16

Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital
Merger reserve
Retained profits

17

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

51
AXCELASIA INC.

2015 ANNUAL REPORT

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Attributable to the equity holders of

the Company
Share
capital
RM

Merger
reserve
RM

Retained
profits(1)
RM

Noncontrolling
interests
RM

Total
equity
RM

250,000

2,691,859

2,941,859

17

(250,000)
8

(2,691,859)

(2,941,859)
8

1.2

2,941,854

2,941,854

17

1,889,458

49,000

1,938,458

17
17
17
18

26,543,468
1,365,255
(4,922,059)

(1,650,000)
7,866,462

(25,205)

26,543,468
1,365,255
(4,922,059)
(1,650,000)
7,841,257

27,817,984

(2,691,859)

8,908,321

23,795

34,058,241

250,000

1,500,622
(400,000)
1,591,237

1,750,622
(400,000)
1,591,237

250,000

2,691,859

2,941,859

Note
Balance at 1 January 2015
Shares swap pursuant to restructuring
exercise
Issue of new shares as at incorporation date
Issue of new shares pursuant to restructuring
exercise
Issue of new shares as consideration paid
for acquisition of subsidiaries
Issue of new shares pursuant to the
placement
Issue of new shares
Share issuance expense
Dividend relating to 2014 paid
Total comprehensive income for the year
Balance at 31 December 2015
Balance at 1 January 2014
Dividend relating to 2014 paid
Total comprehensive income for the year
Balance at 31 December 2014

18

(1) Retained profits net of merger reserve of the Group are distributable.

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

52
AXCELASIA INC.

2015 ANNUAL REPORT

CONSOLIDATED STATEMENT OF

CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Note
Cash flows from operating activities
Net profit
Adjustments for:
Income tax expense
Depreciation of property, plant and equipment
Government grant
Interest income
Investment in associated company written off
Property, plant and equipment written off
Gain on disposal of property, plant and equipment

8
12
5
5
7
7
5

2015
RM

2014
RM

7,841,257

1,591,237

1,964,979
253,723
(227,411)
(61,580)
5,540

(74,333)

497,735
56,712

(2,589)

486

9,702,175

2,143,581

Change in working capital:

Trade and other receivables
Trade and other payables

(1,573,115)
(1,287,399)

(717,797)
622,423

Cash provided by operations

Interest received
Income tax paid

6,841,661
61,580
(1,772,869)

2,048,207
2,589
(143,813)

5,130,372

1,906,983

138,578
(405,477)
(305,655)

(53,649)

(572,554)

(53,649)

27,908,731
49,000
(4,922,059)
168,238
(1,650,000)

(400,000)

Net cash provided by/(used in) financing activities

21,553,910

(400,000)

Net increase in cash and bank balances

Cash and bank balances
Beginning of financial year

26,111,728

1,453,334

2,870,421

1,417,087

28,982,149

2,870,421

Net cash provided by operating activities

Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
Additions to property, plant and equipment
Development cost in progress

23
12
14

Net cash used in investing activities

Cash flows from financing activities
Proceeds from issuance of ordinary shares
Proceeds from issuance of ordinary shares to non-controlling interests
Share issuance expense
Government grant received
Dividends paid

End of financial year

18

11

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

53
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

These notes form an integral part and should be read in conjunction with the accompanying financial statements.
1

CORPORATE INFORMATION

1.1

The Company
The Company is incorporated in Labuan on 21 August 2015 as a company limited by shares, under the name
of Axcelasia Inc., to act as the holding corporation of the Group. At incorporation, the Companys issued
and paid-up share capital was SGD3.00 comprising of 3 ordinary shares of SGD1.00 each. The Company
was incorporated for the purpose of acquiring the existing companies of the Group pursuant to the Group
Restructuring Exercise (Note 1.2).
The Company was listed on Catalist Board of Singapore Exchange Securities Trading Limited (SGX-ST)
on 27 November 2015.
The address of its registered office is at Lot A020, Level 1, Podium Level, Financial Park, Jalan Merdeka,
87000 Federal Territory of Labuan. The principal place of business is located at 13A.05, Level 13A, Wisma
Goldhill, 67 Jalan Raja Chulan, 50200 Kuala Lumpur.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are
disclosed in Note 13.
On 15 January 2016, the Company have announced the change of names of the following subsidiaries:
Name of subsidiaries prior to announcement
Columbus Advisory Sdn. Bhd.
PTA Global Business Services Sdn. Bhd.
PTA Corporate Services Sdn. Bhd.
Columbus HR Consulting Sdn. Bhd.
Columbus Softnex Sdn. Bhd.

1.2

New names of subsidiaries

Axcelasia Columbus Sdn. Bhd.
Axcelasia Global Business Services Sdn. Bhd.
Axcelasia Corporate Services Sdn. Bhd.
Axcelasia HR Consulting Sdn. Bhd.
Axcelasia Softnex Sdn. Bhd.

Restructuring exercise
The Group was formed through the following exercise (the Restructuring Exercise) which involved
acquisitions and rationalisation of the corporate and shareholding structure for the purposes of the initial
public offering of the Company on Catalist. Pursuant to the Restructuring Exercise, the Company became
the holding corporation of the Group. The Restructuring Exercise involved the following steps:
(a)

Incorporation of the Company

The Company was incorporated on 21 August 2015 under the Labuan Companies Act as a public
company. The Company is an investment holding company of the Group. At the time of incorporation,
the Company had issued and paid-up share capital of SGD3.00 comprising 3 ordinary shares
of SGD1.00 each held by Dr. Veerinderjeet Singh, Dato Tang Swee Guan and Mr. Ranjit Singh,
respectively.

54
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

CORPORATE INFORMATION (continued)

1.2

Restructuring exercise (continued)

(b)

Acquisition of Taxand Malaysia Sdn. Bhd. (Taxand Malaysia)

During the year, the Company entered into a sale and purchase agreement (Taxand Malaysia SPA)
with:
(i)

Dr. Veerinderjeet Singh to acquire 50.0% of the issued share capital of Taxand Malaysia for a
consideration of RM1,470,927; and

(ii)

Dato Tang Swee Guan to acquire 50.0% of the issued share capital of Taxand Malaysia for a
consideration of RM1,470,927;

based on the Net Tangible Assets (NTA) of Taxand Malaysia as at 1 January 2015. The consideration
was satisfied by the allotment and issue of 222,499 Shares and 222,499 Shares in the Company to
Dr. Veerinderjeet Singh and Dato Tang Swee Guan, respectively.
Dr. Veerinderjeet Singh and Dato Tang Swee Guan hold 100% equity interest in Taxand Malaysia
and they are regarded as the controlling parties of Taxand Malaysia and also of the Company.
(c)

Acquisition of Axcelasia Corporate Services Sdn. Bhd. (Axcelasia Corporate Services)

During the year, Taxand Malaysia entered into a sale and purchase agreement (Axcelasia Corporate
Services SPA) with:
(i)

Dato Tang Swee Guan to acquire 80.0% of the issued share capital of Axcelasia Corporate
Services for a consideration of RM115,598; and

(ii)

Datin Chai Seow Lin to acquire 20.0% of the issued share capital of Axcelasia Corporate
Services for a consideration of RM28,899;

based on the NTA of Axcelasia Corporate Services as at 1 January 2015. The consideration was
satisfied by the allotment and issue of 6,118 Taxand Shares and 1,529 Taxand Shares to Dato Tang
Swee Guan and Datin Chai Seow Lin, respectively.
Pursuant to the Restructuring Agreement, Dato Tang Swee Guan and Datin Chai Seow Lin will direct
their abovementioned Taxand Shares to be allotted and issued to the Company, in consideration
for the allotment and issue of 16,000 Shares and 4,000 Shares in the Company, respectively. Upon
completion of the acquisition, Axcelasia Corporate Services became a wholly-owned subsidiary of
the Company.

55
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

CORPORATE INFORMATION (continued)

1.2 Restructuring exercise (continued)

(d)

Acquisition of Axcelasia Global Business Services Sdn. Bhd. (Axcelasia Global Business Services)
During the year, Taxand Malaysia entered into a sale and purchase agreement (Axcelasia Global
Business Services SPA) with:
(i)

Dato Tang Swee Guan to acquire 70.0% of the issued share capital of Axcelasia Global Business
Services for a consideration of RM207,665; and

(ii)

Datin Chai Seow Lin to acquire 30.0% of the issued share capital of Axcelasia Global Business
Services for a consideration of RM88,999;

based on the NTA of Axcelasia Global Business Services as at 1 January 2015. The consideration was
satisfied by the allotment and issue of 10,991 Taxand Shares and 4,710 Taxand Shares to Dato Tang
Swee Guan and Datin Chai Seow Lin, respectively.
Pursuant to the Restructuring Agreement, Dato Tang Swee Guan and Datin Chai Seow Lin will direct
their abovementioned Taxand Shares to be allotted and issued to the Company, in consideration
for the allotment and issue of 56,000 Shares and 24,000 Shares in the Company, respectively. Upon
completion of the acquisition, Axcelasia Global Business Services became a wholly-owned subsidiary
of the Company.
(e)

Acquisition of Axcelasia Softnex Sdn. Bhd. (Axcelasia Softnex)

During the year, Axcelasia Columbus entered into a sale and purchase agreement (Axcelasia Softnex
SPA) with Mr. Kenny Wong to acquire 50.0% of the issued share capital of Axcelasia Softnex for
a consideration of RM439,180 based on the NTA of Axcelasia Softnex as at 1 January 2015. The
consideration was satisfied by the allotment and issue of 150,000 Axcelasia Columbus Shares,
amounting to a 15.0% interest in Axcelasia Columbus, to Mr. Kenny Wong. Upon completion of
the acquisition of Axcelasia Columbus, Axcelasia Softnex became a wholly-owned subsidiary of the
Company.

(f)

Acquisition of Axcelasia HR Consulting Sdn. Bhd. (Axcelasia HR)

During the year, Axcelasia Columbus entered into a sale and purchase agreement (Axcelasia HR
SPA) with Ms. Sylvia Anita Rockey to acquire 1.0% of the issued share capital of Axcelasia HR for a
cash consideration of RM1,000. Upon completion of the acquisition of Axcelasia Columbus, Axcelasia
HR became a wholly-owned subsidiary of the Company.

56
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

CORPORATE INFORMATION (continued)

1.2

Restructuring exercise (continued)

(g)

Acquisition of Axcelasia Columbus Sdn. Bhd. (Axcelasia Columbus)

During the year, Taxand Malaysia entered into a sale and purchase agreement (Axcelasia Columbus
SPA) with:
(i)

Mr. Ranjit Singh to acquire 74.0% of the issued share capital of Axcelasia Columbus for a
consideration of RM1,013,807; and

(ii)

Mr. Derek Lee to acquire 13.0% of the issued share capital of Axcelasia Columbus for a
consideration of RM217,245; and

(iii)

Mr. Kenny Wong to acquire 13.0% of the issued share capital of Axcelasia Columbus for a
consideration of RM217,245;

based on the NTA of Axcelasia Columbus as at 1 January 2015, following the acquisition of Axcelasia
Softnex and Axcelasia HR. The consideration was satisfied by the allotment and issue of 53,656
Taxand Shares, 11,498 Taxand Shares and 11,498 Taxand Shares to Mr. Ranjit Singh, Mr. Derek Lee
and Mr. Kenny Wong, respectively.
Pursuant to the Restructuring Agreement, Mr. Ranjit Singh, Mr. Derek Lee and Mr. Kenny Wong
will direct their abovementioned Taxand Shares to be allocated and issued to the Company, in
consideration for the allotment and issue of 329,419 Shares, 62,790 Shares and 62,790 Shares in the
Company, respectively. Upon completion of the acquisition, Axcelasia Columbus became a whollyowned subsidiary of the Company.
(h)

Subdivision of shares
On 28 October 2015, the Company undertook and completed the sub-division of every one Share to
123 Shares. Accordingly, 1,000,000 Shares in the issued and paid-up share capital were sub-divided
into 123,000,000 Shares.

Pursuant to the Sale and Purchase Agreements and the Restructuring Agreement, the rights and benefits
relating to the relevant shares of Axcelasia Corporate Services, Axcelasia Global Business Services, Axcelasia
Columbus, Axcelasia Softnex and Axcelasia HR accrued to Taxand Malaysia from 1 January 2015.

57
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1

Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards
(FRS) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of the financial statements in conformity with FRS requires management to exercise its
judgement in the process of applying the Groups 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 consolidated financial statements
are disclosed in Note 3.
The financial statements are presented in Ringgit Malaysia (RM) except otherwise indicated.
Interpretations and amendments to published standards effective in 2015
On 1 January 2015, the Group adopted the new or amended FRS and Interpretations to FRS (INT FRS)
that are mandatory for application for the financial year ended 31 December 2015. Changes to the Groups
accounting policies have been made as required, in accordance with the transitional provisions in the
respective FRS and INT FRS.
The adoption of these FRS and INT FRS did not result in substantial changes to the Groups accounting
policies and had no material effect on the amounts reported for the financial year ended 31 December
2015 or prior financial years.
As described in Note 1.2(a), the Company was incorporated on 21 August 2015. Hence, there are no
comparative figures for the statement of financial position of the Company.
The consolidated financial statements of the Group for the financial year ended 31 December 2014 have
been prepared under the pooling-of-interest method as the Restructuring Exercise completed as described
in Note 1.2(b) is a legal reorganisation of the Company and Taxand Malaysia under common control.

2.2

Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
rendering of services in the ordinary course of the Groups activities. Revenue is presented, net of goods
and services tax, rebates and discounts, and after eliminating sales within the Group.

58
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2

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
criteria for each of the Groups activities are met as follows:
(a)

Rendering of services
The provision of management consultancy services, corporate and personal income taxes, corporate
secretarial, accounting, payroll and administrative support outsourcing services are recognised as
and when the services are rendered.

(b)

Licensing of software
The licensing of computer software are recognised when the software is delivered.

(c)

Interest income
Interest income is recognised using the effective interest method.

(d)

Dividend income
Dividend income is recognised when the right to receive payment is established.

2.3

Government grants
Grants from the government are recognised as receivables at their fair value when there is reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grant receivables are recognised as income over the periods necessary to match them with the
related costs which they are intended to compensate, on a systematic basis. Government grants relating to
expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.

59
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.4

Group accounting
(a) Subsidiaries
(i) Consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains
on transactions between group entities are eliminated. Unrealised losses are also eliminated
but are considered an impairment indicator of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Non-controlling interests comprise the portion of a subsidiarys net results of operations and
its net assets, which is attributable to the interests that are not owned directly or indirectly by
the equity holders of the Company. They are shown separately in the consolidated statement
of comprehensive income, statement of changes in equity, and statement of financial position.
Total comprehensive income is attributed to the non-controlling interests based on their
respective interests in a subsidiary, even if this results in the non-controlling interests having
a deficit balance.
(ii) Acquisition
The acquisition method of accounting is used to account for business combinations entered
into by the Group, other than those entities which are under common control.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests issued by the
Group. The consideration transferred also includes any contingent consideration arrangement
and any pre-existing equity interest in the subsidiary measured at their fair values at the
acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the acquisition
date.

60
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.4

Group accounting (continued)

(a)

Subsidiaries (continued)
(ii)

Acquisition (continued)
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree at the date of acquisition either at fair value or at the non-controlling interests
proportionate share of the acquirees net identifiable assets.
The excess of (a) 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 the (b) fair values of the identifiable net assets acquired is recorded as goodwill.
Acquisitions of entities under common control have been accounted for using the pooling-ofinterest method. Under this method:

The consolidated financial statements of the Group have been prepared as if the Group
structure immediately after the transaction has been in existence since the earliest date
the entities are under common control;

The assets and liabilities are brought into the consolidated financial statements at their
existing carrying amounts from the perspective of the controlling party;

The consolidated statement of comprehensive income includes the results of the

acquired entities since the earliest date the entities are under common control;

The cost of investment is recorded at the aggregate of the nominal value of the equity
shares issued, cash and cash equivalents and fair values of other consideration; and

On consolidation, the difference between the cost of investment and the nominal value
of the share capital of the merged subsidiary is taken to merger reserve.

(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of control
over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are
derecognised. Amounts previously recognised in other comprehensive income in respect of
that entity are also reclassified to profit or loss or transferred directly to retained profits if
required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between
the carrying amount of the retained interest at the date when control is lost and its fair value
is recognised in profit or loss.

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AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.4

Group accounting (continued)

(b)

Transactions with non-controlling interests

Changes in the Groups ownership interest in a subsidiary that do not result in a loss of control over
the subsidiary are accounted for as transactions with equity owners of the Company. Any difference
between the change in the carrying amounts of the non-controlling interest and the fair value of the
consideration paid or received is recognised within equity attributable to the equity holders of the
Company.

(c)

Associated company
Associated company is an entity over which the Group has significant influence, but not control,
generally accompanied by a shareholding giving rise to voting rights of 20% and above but not
exceeding 50%.
Investment in associated company is accounted for in the consolidated financial statements using
the equity method of accounting less impairment losses, if any.
(i) Acquisitions
Investment in associated company is initially recognised at cost. The cost of an acquisition is
measured at the fair value of the assets given, equity instruments issued or liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill
on associated company represents the excess of the cost of acquisition of the associated
company over the Groups share of the fair value of the identifiable net assets of the associated
company and is included in the carrying amount of the investments.
(ii)

Equity method of accounting

In applying the equity method of accounting, the Groups share of its associated company
post-acquisition profits or losses are recognised in profit or loss and its share of post-acquisition
other comprehensive income is recognised in other comprehensive income. These postacquisition movements and distributions received from the associated company is adjusted
against the carrying amount of the investment. When the Groups share of losses in an
associated company equals to or exceeds its interest in the associated company, the Group
does not recognise further losses, unless it has legal or constructive obligations to make, or has
made, payments on behalf of the associated company. If the associated company subsequently
reports profits, the Group resumes recognising its share of those profits only after its share of
the profits equals the share of losses not recognised.

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AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.4

Group accounting (continued)

(c)

Associated company (continued)

(ii)

Equity method of accounting (continued)

Unrealised gains on transactions between the Group and its associated company is eliminated
to the extent of the Groups interest in the associated company. Unrealised losses are also
eliminated unless the transactions provide evidence of impairment of the assets transferred. The
accounting policies of associated company is changed where necessary to ensure consistency
with the accounting policies adopted by the Group.

(iii) Disposals
Investment in associated company is derecognised when the Group loses significant influence.
If the retained equity interest in the former associated company is a financial asset, the retained
equity interest is measured at fair value. The difference between the carrying amount of
the retained interest at the date when significant influence is lost, and its fair value and any
proceeds on partial disposal, is recognised in profit or loss.
2.5

Property, plant and equipment

(a) Measurement
(i)

Property, plant and equipment

All items of property, plant and equipment are initially recognised at cost and subsequently
carried at cost less accumulated depreciation and accumulated impairment losses.

(ii)

Components of costs
The cost of an item of property, 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.

63
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.5

Property, plant and equipment (continued)

(b) Depreciation
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate
their depreciable amounts over their estimated useful lives as follows:
Useful lives
Computers
Furniture and fittings
Motor vehicles
Office equipment
Renovation

5 years
5 years
5 years
5 years
5-10 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision
are recognised in profit or loss when the changes arise.
Fully depreciated property, plant and equipment still in use are retained in the consolidated financial
statements.
(c)

Subsequent expenditure
Subsequent expenditure relating to property, 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 entity and the cost of the item can be measured reliably. All
other repair and maintenance expenses are recognised in profit or loss when incurred.

(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal
proceeds and its carrying amount is recognised in profit or loss within Other income net.

64
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.6

Impairment of non-financial assets

Property, plant and equipment
Investments in subsidiaries and associated company
Development expenditure
Property, plant and equipment, investments in subsidiaries and associated company and development
expenditure are tested for impairment whenever there is any objective evidence or indication that these
assets may be impaired.
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 cash-generating units (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.
An impairment loss for an asset is reversed only if, there has been a change in the estimates used to
determine the assets 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 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.

2.7

Development expenditure
Expenditure on development activities, whereby the application of research findings are applied to a plan
or design for the production of a new or substantially improved products and processes, is capitalised only
if development costs can be measured reliably, the product or process is technically and commercially
feasible, future economic benefits are probable and the Group intends to and has sufficient resources to
complete development.
The expenditure capitalised includes the cost of materials, direct labour and overheads costs that are directly
attributable to preparing the asset for its intended use. Other development expenditure is recognised in
profit or loss as incurred.
Capitalised development expenditure is measured at cost less any accumulated amortisation and any
accumulated impairment losses. Development expenditure in progress is not amortised till completion.

65
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8

Financial assets
(a) Classification
The Group classifies its financial assets in the following categories: at fair value through profit or
loss, loans and receivables, held-to-maturity and available-for-sale. The classification depends on the
nature of the asset and the purpose for which the assets were acquired. Management determines the
classification of its financial assets at initial recognition.
As of 31 December 2015, the Group does not hold any of the financial assets except loans and
receivables.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They are presented as current assets, except for those expected
to be realised later than 12 months after the balance sheet date which are presented as non-current
assets. Loans and receivables are presented as Trade and other receivables (Note 10), Cash and
bank balances (Note 11) on the statements of financial position.
(b)

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date the date on which
the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all risks and rewards of
ownership. On disposal of a financial asset, the difference between the carrying amount and the sale
proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive
income relating to that asset is reclassified to profit or loss.

(c)

Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.

(d)

Subsequent measurement
Loans and receivables are subsequently carried at amortised cost using the effective interest method.

66
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8

Financial assets (continued)

(e) Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a financial
asset or a group of financial assets is impaired and recognises an allowance for impairment when
such evidence exists.
Loans and receivables
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and
default or significant delay in payments are objective evidence that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account
which is calculated as the difference between the carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. When the asset becomes
uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts
previously written off are recognised against the same line item in profit or loss.
The impairment allowance is reduced through profit or loss in a subsequent period when the amount
of impairment loss decreases and the related decrease can be objectively measured. The carrying
amount of the asset previously impaired is increased to the extent that the new carrying amount does
not exceed the amortised cost had no impairment been recognised in prior periods.

2.9

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the statements of financial position
when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise
the asset and settle the liabilities simultaneously.

2.10 Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the
end of the financial year which are unpaid. They are classified as current liabilities if payment is due within
one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented
as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost
using the effective interest method.

67
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.11 Fair value estimation of financial assets and liabilities

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying
amounts.
2.12 Leases
When the Group is the lessee
The Group leases office premises under operating leases from non-related parties.
Lessee Operating lease
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.
Contingent rents are recognised as an expense in profit or loss when incurred.
2.13 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 by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated 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.
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 balance sheet date; and

68
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.13 Income taxes (continued)

(ii)

based on the tax consequence that will follow from the manner in which the Group expects, at the
balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for
investment property that is measured using the fair value model. Investment property measured at
fair value is presumed to be recovered entirely through sale.

Current and deferred income taxes are recognised as income and expense in profit or loss, except to the
extent that the tax arises from a business combination or a transaction which is recognised directly in equity.
Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
2.14 Provisions
Provisions for other liabilities and charges are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is more likely than not that an outflow of resources will be required
to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of the expenditure expected to be required to settle the
obligation using a pre-tax discount rate that reflects the current market assessment of the time value of
money and the risks specific to the obligation. The increase in the provision due to the passage of time is
recognised in profit or loss as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or
loss when the changes arise.
2.15 Employee compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
(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 Employees Provident Fund in Malaysia on a
mandatory, contractual or voluntary basis. The Group has no further payment obligations once the
contributions have been paid.

69
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.15 Employee compensation (continued)

(ii)

Share-based compensation
The Group operates an equity-settled share-based compensation plan for its employees. Employee
services received in exchange for the grant of the options/shares are recognised as an expense in
profit or loss over the vesting period of the grant, with a corresponding increase in equity. The total
amount to be expensed over the vesting period is determined by reference to the fair value of the
equity instruments granted:

Including any market performance conditions;

Excluding the impact of any service and non-market performance vesting conditions; and

Excluding the impact of any vesting conditions.

Non-market vesting conditions are included in the assumptions on the number of options/shares
that are expected to vest. At the end of the reporting period, the Group and the Company revise
its estimates of the number of options/shares that are expected to vest. It recognises the impact of
the revision of original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
When the options are exercised, the fair value is credited to share capital with corresponding debit
to reserve previously recognised.
2.16 Currency translation
(a)

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 Ringgit Malaysia (RM), which is the functional currency of the Company.

(b)

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 exchange
differences resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at the closing rate at the balance sheet date
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.

70
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.16 Currency translation (continued)

(c)

Translation of Group entities financial statements

The results and financial positions 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:
(i)

Assets and liabilities are translated at the closing exchange rates at the reporting date;

(ii)

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

(iii)

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.

2.17 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Board
of Directors whose members are responsible for allocating resources and assessing performance of the
operating segments.
2.18 Cash and bank balances
For the purpose of presentation in the consolidated statement of cash flows, cash and bank balances include
cash at bank and on hand, deposits with financial institutions which are subject to an insignificant risk of
change in value.
2.19 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.
2.20 Dividends to Companys shareholders
Dividends to the Companys shareholders are recognised when the dividends are approved for payment.

71
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.21 Investments in subsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses in the Companys
statement of financial position. On disposal of such investments, the difference between disposal proceeds
and the carrying amounts of the investments are recognised in profit or loss.
3

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

Estimates, assumptions and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under circumstances.

3.1

Critical accounting estimates and assumptions

Impairment of loans and receivables
Management reviews its loans and receivables for objective evidence of impairment at least quarterly.
Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy, and
default or significant delay in payments are considered objective evidence that a receivable is impaired.
In determining this, management has made judgements as to whether there is observable data indicating
that there has been a significant change in the payment ability of the debtor, or whether there have been
significant changes with adverse effect in the technological, market, economic or legal environment in which
the debtor operates in.
Where there is objective evidence of impairment, management has made judgements as to whether an
impairment loss should be recorded as an expense. In determining this, management has used estimates
based on historical loss experience for assets with similar credit risk characteristics. The methodology and
assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly
to reduce any differences between the estimated loss and actual loss experience. At the reporting
date, management has assessed that no allowance for impairment is required for the receivables. As at
31 December 2015, there is no write off of trade receivables (2014: RM15,378). The carrying amounts of
trade receivables at the end of each financial year are disclosed in Note 10.
If the net present values of estimated cash flows had been higher/lower by 10% from managements
estimates for all loans and receivables, the allowance for impairment of the Group for the financial year
ended 31 December 2015 would have been lower/higher by RM548,000 (31 December 2014: RM220,000).

72
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

4 REVENUE
Group

Services rendered
License of software

2015
RM

2014
RM

23,950,983
1,348,807

8,301,642

25,299,790

8,301,642

OTHER INCOME NET

Group

Interest income
Realised foreign exchange gain, net
Unrealised foreign exchange gain, net
Government grant
Gain on disposal of property, plant and equipment
Sundry income

2015
RM

2014
RM

61,580
10,559
490,336
227,411
74,333
11,499

2,589
3,079
8,218

4,039

875,718

17,925

EMPLOYEE COMPENSATION
Group

Salaries and bonus

Defined contributions plan
Other short-term benefits

2015
RM

2014
RM

8,013,738
1,004,259
308,712

4,678,653
420,754
112,728

9,326,709

5,212,135

73
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

OTHER EXPENSES
Group

Accommodation
Accounting fee
Advertising and promotion
Fees on audit services paid/payable to:
Auditor of the Company
Other auditors
Bad debts written off
Conference expenses
Entertainment
Insurance and road tax
Investment in associated company written off
Petrol, toll and parking
Printing and stationery
Postage and courier
Property, plant and equipment written off
Search fees
Secondment cost
Seminar and training expenses
Share of administration expenses
Subscription fee
Telephone, fax and internet
Travelling expenses
Others

2015
RM

2014
RM

50,266
51,076
69,649

15,754
12,000
33,903

154,847

61,658
47,970
189,536
5,540
104,893
236,679
24,364

55,057

158,999
57,739
107,560
88,548
525,917
214,790

3,000
15,378
8,880
1,449
22,995

25,520
54,113
11,667
486
43,494
30,225
41,885
28,203
43,816
15,993
51,923
18,591

2,205,088

479,275

INCOME TAXES
Income tax expense
Group
2015
RM

2014
RM

Current year provision

Under-provision in prior year

1,964,979

495,000
135

Deferred income tax (Note 16)

1,964,979

495,135
2,600

1,964,979

497,735

Tax expense attributable to profit is made up of:

74
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

INCOME TAXES (continued)

Income tax expense (continued)
The tax on the Groups profit before tax differs from the theoretical amount that would arise using the
Malaysia standard rate of income tax is as follows:
Group
2015
RM

2014
RM

Profit before tax

9,806,236

2,088,972

Tax calculated at tax rate of 25% (2014: 25%)

Effects of:
Effect of non-taxable income
Expenses not deductible
Effect of reduction in income tax rate
Tax incentives
Under provision of income tax from prior year
Other

2,451,559

522,243

(38,415)
12,860
(55,193)
(405,492)

(340)

(2,055)
3,062
(25,650)

135

Tax charge

1,964,979

497,735

Tax in respect of small and medium scale companies with paid up capital of RM2,500,000 and below is
calculated at the statutory tax rate of 20% on chargeable income up to RM500,000, under paragraph 2A,
Schedule 1 of the Income Tax Act, 1967. For chargeable income in excess of RM500,000, the tax rate of
25% (2014: 25%) is applicable.
Pioneer Status
On 21 September 2012, Axcelasia Global Business Services Sdn. Bhd. (AGBS) was granted Multimedia
Super Corridor (MSC) status. The MSC status will entitle AGBS for pioneer status under the Promotion of
Investments Act 1986. The AGBS has applied for the commencement of pioneer status and obtained the
approval from the Ministry of International Trade and Industry Malaysia. The pioneer status has commenced
on 1 March 2014 and will expire on 28 February 2019. As at 31 December 2015, AGBS has tax exempt profits
available for distribution of approximately RM300,000 subject to agreement with Inland Revenue Board.
In November 2012, Axcelasia Softnex Sdn. Bhd. received MSC status and is therefore exempted from
paying tax for a period of five years commencing from 2 January 2013. Hence, there is no tax charge for
the financial year under audit.

75
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

EARNINGS PER SHARE

In 2015, the calculation of the basic earnings per share is based on the net profit attributable to equity
holders of the Company on 76,941,656 weighted average number of ordinary shares outstanding during
the financial year ended 31 December 2015.
In 2014, for illustrative purpose, the calculation of the basic earnings per share is based on the net profit
attributable to equity holders of the Company on 250,000 ordinary shares, representing the aggregate
amount of the paid-up share capital of the Taxand Malaysia Sdn. Bhd. prior to restructuring.
There were no diluted earnings per share for the financial years ended 31 December 2015 and 31 December
2014 as there were no dilutive potential ordinary shares outstanding.
Group
2015
RM

2014
RM

10.22

636.49

2015
RM

2014
RM

Company
2015
RM

5,483,843
769,304
294,208
42,662
12,861

2,204,096
12,731
86,748
841

10,361
1,950,000
72,578

6,602,878

2,304,416

2,032,939

Basic and diluted (cents per share)

10

TRADE AND OTHER RECEIVABLES

Group

Trade receivables non-related parties

Other receivables non-related parties
Deposits
Prepayments
Accrued interest income
Dividend receivable
Amount due from subsidiaries

11

CASH AND BANK BALANCES

Group

Cash at bank and on hand

Short term bank deposits

2015
RM

2014
RM

Company
2015
RM

20,647,518
8,334,631

1,867,832
1,002,589

15,969,346
7,300,000

28,982,149

2,870,421

23,269,346

76
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

12

PROPERTY, PLANT AND EQUIPMENT

Computers
RM

Furniture
and fittings
RM

Motor
Office
vehicles equipment
RM
RM

226,788

109,824

575,766

32,418

257,077
101,222

Renovation
RM

Total
RM

28,978

100,410

466,000

200,000

56,786

14,395

879,365

254,955

(200,000)

48,266

1,034

257,077
405,477
(200,000)

1,160,853

397,197

134,030

155,254

80,690

18,489

61,142

315,575

382,633
148,810

22,335
63,169

180,000
10,000
(190,000)

45,198
17,008

2,879
14,736

633,045
253,723
(190,000)

At 31 December 2015

686,697

166,194

80,695

78,757 1,012,343

Net book value

At 31 December 2015

474,156

231,003

53,335

37,082

Group
2015
Cost
At 1 January 2015
Arising from business
combination
Reclassification from
development
cost in progress
(Note 14)
Additions
Disposals
At 31 December 2015
Accumulated
depreciation
At 1 January 2015
Arising from business
combination
Depreciation charge
Disposals

115,839 1,807,919

795,576

77
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

12

13

PROPERTY, PLANT AND EQUIPMENT (continued)

Computers
RM

Furniture
and fittings
RM

Office
equipment
RM

Renovation
RM

Total
RM

Group
2014
Cost
At 1 January 2014
Additions
Written-off

183,001
43,787

102,661
7,163

28,709
2,699
(2,430)

100,410

414,781
53,649
(2,430)

At 31 December 2014

226,788

109,824

28,978

100,410

466,000

Accumulated depreciation
At 1 January 2014
Depreciation charge
Written-off

125,875
29,379

70,437
10,253

16,441
3,991
(1,944)

48,053
13,089

260,806
56,712
(1,944)

At 31 December 2014

155,254

80,690

18,488

61,142

315,574

Net book value

At 31 December 2014

71,534

29,134

10,490

39,268

150,426

INVESTMENTS IN SUBSIDIARIES
Company
2015
RM
Equity investments at cost:
Beginning of financial year/date of incorporation
Acquisition during the financial year (Note 1.2)

4,831,320

End of financial year

4,831,320

78
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

13

INVESTMENTS IN SUBSIDIARIES (continued)

Details of the subsidiaries are as follows:
Proportion of
Proportion of ordinary shares
Country of
ordinary shares
held by
business/
held by non-controlling
incorporation
the Group
interests

Name of Company

Principal activities

Taxand Malaysia
Sdn. Bhd.(a)

Provision of tax compliance, Malaysia

tax advisory services,
training and knowledge
management services

100%

Axcelasia Corporate
Services Sdn. Bhd.(a)

Provision of company
secretarial services

Malaysia

100%

Axcelasia Global
Business Services
Sdn. Bhd.(a)

Provision of accounting,
payroll and administration
support services

Malaysia

100%

Axcelasia Columbus
Sdn. Bhd.(a)

Provision of management
consultancy services

Malaysia

100%

Axcelasia Softnex
Sdn. Bhd.(a)

Licensing of ERM
Application software

Malaysia

100%

Axcelasia HR Consulting Provision of HR consultancy Malaysia

Sdn. Bhd.(a)
services

51%

49%

(a) Audited by Nexia TS Public Accounting Corporation, Singapore for consolidation purposes.

There are no non-controlling interests that are material to the Group. There were no transactions with noncontrolling interests for the financial year ended 31 December 2015.

79
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

14

DEVELOPMENT COST IN PROGRESS

Group

EMS Software:
At beginning of the year
Arising from business combination (Note 23)
Reclassification to property, plant and equipment (Note 12)
Capitalised during the year
At end of the year
15

2015
RM

2014
RM

257,077
(257,077)
305,655

305,655

TRADE AND OTHER PAYABLES

Group

Accruals
Other payables non-related parties

16

2015
RM

2014
RM

Company
2015
RM

1,038,730
981,111

1,990,330
90

55,144
156,816

2,019,841

1,990,420

211,960

DEFERRED INCOME TAXES

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
income tax assets against current income tax liabilities and when the deferred income taxes relate to the
same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the statements
of financial position as follows:
Group

Deferred income tax liabilities, representing accelerated

tax depreciation
to be settled within one year

2015
RM

2014
RM

Company
2015
RM

19,840

14,500

80
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

16

DEFERRED INCOME TAXES (continued)

Movement in deferred income tax account is as follows:
Group

17

2015
RM

2014
RM

Company
2015
RM

Beginning of financial year

Arising from business combination (Note 23)
Tax charge to profit or loss (Note 8)

14,500
5,340

11,900

2,600

End of financial year

19,840

14,500

SHARE CAPITAL
Group and Company
Issued and
Number of
paid-up
shares share capital
RM
Issued and fully paid share as at incorporation date, 21 August 2015
Issue of 444,998 new shares pursuant to the share sale agreement
pursuant to the Restructuring Exercise (Note 1.2)
Issue of 554,999 new shares as consideration paid for acquisition of
subsidiaries

Sub-division of shares
Issue of new shares pursuant to the placement
Issue of new shares
Share issuance expense

444,998

2,941,854

554,999

1,889,458

1,000,000

4,831,320

123,000,000
35,520,000
1,800,000

4,831,320
26,543,468
1,365,255
(4,922,059)

160,320,000

27,817,984

All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by
the Company.
The Company was incorporated on 21 August 2015 with issued and paid-up share capital of SGD3.00
comprising of 3 ordinary shares of SGD1.00 each.
On 22 October 2015, the Company issued 444,998 new shares pursuant to the share sale agreement
pursuant to the Restructuring Exercise and on 23 October 2015, the Company issued another 554,999 of
new ordinary shares as considerations for the acquisition of subsidiaries.

81
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

17

SHARE CAPITAL (continued)

On 28 October 2015, the Company completed the sub-division of every one share to 123 shares. Thus
1,000,000 shares were sub-divided into 123,000,000 shares.
Pursuant to the initial public offering, the Company issued 35,520,000 new ordinary shares for a consideration
of RM26,543,468 and 1,800,000 new shares for a consideration of RM1,365,255, net of share expenses of
RM4,922,059. All newly issued ordinary shares rank pari passu in all respects with the previously issued
shares.
As the Company officially took over the Group subsequent to 31 December 2014, the share capital in the
statements of financial position as at 31 December 2014 represents the aggregate amount of the paid-up
capital of the following subsidiary.

Number of
shares
Fully paid and issued ordinary shares:
Taxand Malaysia Sdn. Bhd.

Issued and
paid-up
share
capital
RM

250,000

250,000

250,000

250,000

The Axcelasia Employee Share Option Scheme

In conjunction with the Companys listing on the Catalist of Singapore Exchange Securities Trading Limited
(SGX-ST), the Group adopted the Axcelasia Employee Share Option Scheme (ESOS) which was approved
by its shareholders at an Extraordinary General Meeting (EGM) held on 21 October 2015. The ESOS is
administered by a committee comprising of members of the Nominating Committee and the Remuneration
Committee (the Administration Committee). The ESOS provides for the grant of share options (Options)
to employees and Directors (ESOS participants).
The selection of the ESOS participants and number of shares which are subject of each Option to be
granted to an ESOS participant in accordance with the ESOS shall be determined at the absolute discretion
of the Administration Committee, which shall take into account criteria such as, inter alia, the rank, scope
of responsibilities, performance, years of service and potential for future development and contribution to
the success of the Group.
Under the ESOS, the number of shares over which the Administration Committee may grant Options on any
date, when added to the number of shares issued and issuable in respect of all Options granted under the
ESOS (including the Axcelasia Performance Share Plan and any other share option scheme of the Company)
shall not exceed 15% of the number of issued shares (excluding treasury shares) on the day preceding the
date of the relevant grant.

82
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

17

SHARE CAPITAL (continued)

The Axcelasia Employee Share Option Scheme (continued)
Options granted with the exercise price set at market price shall only be exercisable, in whole or in part
at any time, by an ESOS participant after the first anniversary of the offer date of that Option, provided
always that the Options shall be exercised before the fifth anniversary of the relevant offer date, or such
earlier date as may be determined by the Administration Committee, failing which all unexercised Options
shall immediately lapse and become null and void and an ESOS participant shall have no claim against the
Company.
Options granted with exercise price set at a discount to market price shall only be exercisable, in whole or
in part at any time, by an ESOS participant after the second anniversary from the offer date of that option,
provided always that the Options shall be exercised before the fifth anniversary of the relevant offer date,
or such earlier date as may be determined by the Administration Committee, failing which all unexercised
Options shall immediately lapse and become null and void and an ESOS participant shall have no claim
against the Company.
Options may lapse or be exercised earlier in circumstances which include the termination of the employment
of the participant in the Group and the parent company, the bankruptcy of the participant, the death of the
participant, a take-over of the Company, and the winding-up of the Company.
There were no options granted to the employees and Directors from the commencement of the ESOS up
to the end of the financial year.
No options have been granted to controlling shareholders of the Company and their associates under the
ESOS from the commencement of the ESOS up to the end of the financial year.
None of the ESOS participants received 5% or more of the total number of options available under the ESOS.
The Company does not have any parent company.
There were no options being exercised during the financial year.
There were no shares issued during the financial year by virtue of the exercise of options to take up unissued
shares of the Company or its subsidiaries.
There were no unissued shares under Option in the Company or its subsidiaries as at the end of the financial
year.

83
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

17

SHARE CAPITAL (continued)

The Axcelasia Performance Share Plan
In conjunction with the Companys listing on the Catalist of SGX-ST, the Group adopted the Axcelasia
Performance Share Plan (PSP) which was approved by its shareholders at the EGM held on 21 October
2015. The PSP is administered by the Administration Committee. The PSP provides for the grant of incentive
share awards (Awards) to employees and Directors (PSP participants).
The selection of the PSP participants and number of shares which are subject of each Award to be granted
to a PSP participant in accordance with the PSP shall be determined at the absolute discretion of the
Administration Committee, which shall take into account criteria such as, inter alia, the rank, scope of
responsibilities, performance, years of service and potential for future development and contribution to
the success of the Group.
Under PSP, the total number of shares which may be delivered pursuant to the vesting of Awards on any
date, when added to the aggregate number of shares issued and issuable in respect of (a) all Awards granted
under the PSP; and (b) all options granted under any share option, shares incentive, performance share or
restricted plans of the Company from time to time.
The PSP allows for the participation by full-time employees of the Group (including the Executive Directors)
and Non-executive Directors (including Independent Directors) who have attained the age of 21 years and
above on or before the relevant date of grant of the Award, provided that none shall be an undischarged
bankrupt or have entered into a composition with his creditors. Controlling shareholders of the Company
and their associates will not be eligible to participate in the PSP.
Notwithstanding that a PSP participant may have met his performance targets, no Awards shall be vested:
(i)

When a PSP participant, being an employee of the Group, ceasing for any reason whatsoever, to
be in the employment of a company in the Group or in the event the Company by which the PSP
participant is employed ceases to be a company in the Group;

(ii)

When a PSP participant, being a Non-executive Director, ceasing to be a director of a company in

the Group, for any reason whatsoever;

(iii)

Upon the bankruptcy of the PSP participant;

(iv)

Upon ill health, injury or death of a PSP participant;

(v)

When a PSP participant committing any breach of any of the terms of his Award;

84
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

17

SHARE CAPITAL (continued)

The Axcelasia Performance Share Plan (continued)
(vi)

Upon misconduct on the part of a PSP participant as determined by the Administration Committee
in its discretion;

(vii)

When a general offer being made of all or any part of the Shares;

(viii) When a scheme of arrangement or compromise between the Company and the Shareholders being
sanctioned by the Court;
(ix)

When an order for the compulsory winding-up of the Company being made;

(x)

When a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of the
Company being made; and/or

(xi)

Upon any other event approved by the Administration Committee.

There was no share Awards granted pursuant to the PSP from the commencement of the PSP up to the
financial year ended 31 December 2015.
18 DIVIDENDS
Group

Ordinary dividends paid during the year

Taxand Malaysia Sdn. Bhd.:
Final tax exempt dividend of RM6 (31 December 2014: RM1.6) per share
Axcelasia Global Business Services Sdn. Bhd.:
Final tax exempt dividend of RM1.5 (31 December 2014: Nil) per share

2015
RM

2014
RM

1,500,000

400,000

150,000

1,650,000

400,000

The dividends have been declared by the subsidiaries of the Company, Taxand Malaysia Sdn. Bhd. and
Axcelasia Global Business Services Sdn. Bhd., to its existing shareholders prior to the Restructuring Exercise.
The dividend per share is calculated based on the number of ordinary shares of the respective companies
in issue as at date of dividend declaration.

85
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

19 COMMITMENTS
Operating lease commitments where the Group is a lessee
The Group leases office premises 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 balance
sheet date but not recognised as liabilities, are as follows:
Group

Not later than one year

Between one and five years

2015
RM

2014
RM

337,563
460,649

305,280
152,640

798,212

457,920

The Group leases a number of office premises under operating leases. Such leases have fixed terms ranging
from 2 to 3 years, with some leases having an option to renew the lease after the expire of the initial fixed
term for a further term of 2 to 3 years. The Group expects to meet operating lease commitments using cash
generated from operations.
20

FINANCIAL RISK MANAGEMENT

Financial risk factors
The Groups activities expose it to market risk (including currency risk, price risk and interest rate risk),
credit risk, liquidity risk and capital risk. The Groups overall risk management strategy seeks to minimise
any adverse effects from the unpredictability of financial markets on the Groups financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk
management for the Group. This includes establishing detailed policies such as authority levels, oversight
responsibilities, risk identification and measurement, and exposure limits.
Financial risk management is carried out by the finance department in accordance with the policies set
by the Board of Directors. The finance personnel identifies, evaluates and monitors financial risks in close
co-operation with the Groups operating units. The finance personnel measures actual exposures against
the limits set and prepares periodic reports for review by the Executive Directors. Regular reports are also
submitted to the Board of Directors.

86
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

20

FINANCIAL RISK MANAGEMENT (continued)

Financial risk factors (continued)
The Board of Directors reviews and agrees policies for managing each of these risks and they are summarised
below:
(a)

Market risk
(i)

Currency risk
Foreign currency risk arose from transactions denominated in currencies other than the
functional currency of the subsidiaries within the Group. The Groups business operations
are not exposed to significant foreign currency risks as it has no significant transactions
denominated in foreign currencies.

(ii)

Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that
the fair value of a financial instrument will fluctuate due to changes in market interest rates.
As the Group has no significant interest bearing assets and liabilities, the Groups income is
substantially independent of changes in market interest rates.

(b)

Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in
financial loss to the Group. The major classes of financial assets of the Group are cash and bank
balances and trade and other receivables. For trade receivables, the Group adopts the policy of
dealing only with customers of appropriate credit history. For other financial assets, the Group adopts
the policy of dealing only with high credit quality counterparties.
The Group has no significant concentrations of credit risk for each class of its financial assets.
As the Group and the Company does not hold any collateral, the maximum exposure to credit risk
for each class of financial instruments is the carrying amount of that class of financial instruments
presented on the statement of financial position.
The credit risk for trade receivables based on the information provided to key management is as
follows:
Group

By types of customers
Non-related parties

2015
RM

2014
RM

Company
2015
RM

5,483,843

2,204,096

87
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

20

FINANCIAL RISK MANAGEMENT (continued)

Financial risk factors (continued)
(b)

Credit risk (continued)

Group

By geographical areas
Malaysia
(i)

2015
RM

2014
RM

Company
2015
RM

5,483,843

2,204,096

Financial assets that are neither past due nor impaired

Cash and bank balances that are neither past due nor impaired are mainly deposits with banks
with high credit-ratings assigned by international credit-rating agencies. Trade receivables that
are neither past due nor impaired are substantially companies with a good collection track
record with the Group.

(ii)

Financial assets that are past due and/or impaired

There is no other class of financial assets that is past due and/or impaired except for trade
receivables.
The age analysis of trade receivables past due but not impaired is as follows:
Group

Past due < 3 months

Past due 3 to 6 months
Past due over 6 months

2015
RM

2014
RM

Company
2015
RM

4,491,034
229,590
763,219

1,675,114
286,612
242,370

5,483,843

2,204,096

The Group believes that the unimpaired amounts that are past due are still collectible, based
on historical payment patterns.
(c)

Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and having an adequate
amount of committed credit facilities to enable it to meet its normal operating commitments. The
Groups objective is to maintain a balance between continuing of funding and the ability to close out
market positions at a short notice. As at balance sheet date, assets held by the Group for managing
liquidity risk included cash and short-term deposits as disclosed in Note 11.

88
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

20

FINANCIAL RISK MANAGEMENT (continued)

Financial risk factors (continued)
(c)

Liquidity risk (continued)

The table below analyses the Groups financial liabilities into relevant maturity groupings based on
the remaining period from the balance sheet date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of discounting is not significant.
Within
1 year
RM

(d)

Group
At 31 December 2015
Trade and other payables

2,019,841

At 31 December 2014
Trade and other payables

1,990,420

Company
At 31 December 2015
Trade and other payables

211,960

Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to continue as
a going concern and to maintain an optimal 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 shareholders, issue new shares, buy back issued shares, obtain
new borrowings or sell assets to reduce borrowings.
Management monitor capital based on a gearing ratio. The gearing ratio is calculated as net debt
divided by total capital. Net debt is calculated as borrowings plus trade and other payables and less
cash and bank balances. Total capital is calculated as total equity plus net debt.
Group
2015
RM

2014
RM

Company
2015
RM

Net cash
Total equity

(26,962,308)
34,034,446

Total capital

7,072,138

2,061,858

6,864,259

N.A.(1)

N.A.(1)

N.A.(1)

Gearing ratio

(880,001) (23,057,386)
2,941,859 29,921,645

(1) The companys cash position exceeds the total of trade and other payables, borrowings and contingent consideration payable.
The Group is in a net cash position for the financial year ended 31 December 2015 and financial year ended 31 December 2014.

The Group and Company are not subject to externally imposed capital requirements for the financial
years ended 31 December 2015 and 2014.

89
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

20

FINANCIAL RISK MANAGEMENT (continued)

Financial risk factors (continued)
(e)

Fair value measurements

The carrying amounts of receivables and payables are assumed to approximate their fair values.

(f)

Financial instruments by category

The carrying amount of the different categories of financial instruments is as disclosed on the face
of the statements of financial position, except for the following:
Group

Loans and receivables

Financial liabilities at amortised cost
21

2015
RM

2014
RM

Company
2015
RM

35,542,365
2,019,841

5,173,996
1,990,420

23,302,285
211,960

RELATED PARTY TRANSACTIONS

In addition to the information disclosed elsewhere in the financial statements, the following transactions
took place between the Group and related parties at terms agreed between the parties:
(a)

Key management personnel compensation

Key management personnel compensation is as follows:
Group

Directors of the Company

Salaries and bonus
Defined contributions plan
Other key management personnel
Salaries and bonus
Defined contributions plan

(b)

2015
RM

2014
RM

1,004,000
134,280

540,000
81,000

1,138,280

621,000

1,575,400
147,072

1,722,472

Sales of goods and services

Group

Disposals of motor vehicles to shareholders

Rental expenses paid to related parties

2015
RM

2014
RM

84,333
121,944

90
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

22

SEGMENT INFORMATION
For management purposes, the Group is organised into the following reportable operating segments:
1.

Tax Advisory segment mainly relates to the provision of corporate and individual tax compliance,
training and knowledge management services.

2.

Business Consultancy segment mainly relates to governance and compliance assessment, internal
audit services, business continuity management and financial management.

3.

EMS Application segment mainly relates to selling licensing of the Enterprises Risk Management
software.

4.

Business Support segment mainly relates to provision of corporate secretarial services, accounting,
payroll and administration support. These were aggregated into Business Support segment as they
have similar target customer base and similar economic characteristics.

Segment performance is evaluated by the Board of Directors based on the segment results which represent
the gross profit earned by each segment. All segment revenue and expenses are directly attributable to
the segments.
Inter-segment transfers are eliminated on consolidation.
Segment information about the Groups reportable segments is as follows:

31 December 2015
Revenue
Sales to external parties

Tax
Business
Advisory Consultancy
RM
RM

EMS
Application
RM

Business
Support
RM

Total
RM

10,424,851

11,529,877

1,356,969

1,988,093

25,299,790

4,435,733
42,459

3,688,982
5,966

929,158

690,783
13,155

9,744,656
61,580

4,478,192
(1,094,207)

3,694,948
(850,000)

929,158

703,938
(20,772)

9,806,236
(1,964,979)

Profit for the year

3,383,985

2,844,948

929,158

683,166

7,841,257

Segment assets

6,233,599

4,371,857

1,574,085

24,506,717

36,686,258

Segment assets includes:

Additions of:
Property, plant and
equipment
Development cost in progress
Segment liabilities

12,810

1,431,995

356,105

597,414

14,176
305,655
77,122

22,386

521,486

405,477
305,655
2,628,017

Results
Segment results
Interest income
Profit before income tax
Income tax expense

In the financial year ended 31 December 2014, the Group operated predominantly in only one business
segment, which is the tax advisory service segment. Accordingly, no segment information is presented based
on business segment for 31 December 2014.

91
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

22

SEGMENT INFORMATION (continued)

Geographical information:
Revenue and profit of the Group are mainly derived from provision of tax advisory, business consultancy,
EMS application and business support services in Malaysia which forms the Groups strategic business.
The principal assets employed by the Group are located in Malaysia. Accordingly, no other segmental
information by geographical segment is presented.
Major customer information:
The Group does not have revenue concentration risk from any one or more customers. Revenue is spread
over a large number of clients.

23

BUSINESS COMBINATION
During the year, the Groups acquisitions of 100% equity interest in Axcelasia Corporate Services Sdn. Bhd.,
Axcelasia Global Business Services Sdn. Bhd., Axcelasia Columbus Sdn. Bhd., Axcelasia Softnex Sdn. Bhd.
and Axcelasia HR Consulting Sdn. Bhd. were completed. Pursuant to the Sale and Purchase Agreements
and the Restructuring Exercise as disclosed in Note 1.2, the rights and benefits relating to the shares of
the mentioned entities accrued to the Group from 1 January 2015. The principal activities of the acquired
entities are disclosed in Note 13.
The total purchase consideration of RM1,889,458 is settled in full in the form of 554,999 ordinary shares
in the Company.
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash
flows of the Group, at the acquisition date, are as follows:
a.

Purchase consideration
2015
RM
Shares issued (Note 17)

b.

1,889,458

Effect on cash flows of the Group

2015
RM
Cash paid
Less: Cash and cash equivalents of subsidiaries acquired

138,578

Cash inflow on acquisition

138,578

92
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

23

BUSINESS COMBINATION (continued)

c.

Identifiable assets acquired and liabilities assumed

At fair values
RM
Trade and other receivables
Cash and bank balances
Investment in associated company
Property, plant and equipment
Development cost in progress (Note 14)

2,666,181
138,578
5,540
246,320
257,077

Total assets

3,313,696

Trade and other payables

Current tax liabilities
Deferred tax liabilities (Note 16)

1,401,156
17,742
5,340

Total liabilities

1,424,238

Total identificable net assets

1,889,458

d.

The carrying value of the receivables acquired approximates their fair value and no receivables were
identified to be impaired.

e.

Revenue and profit contribution

The acquired entities contributed revenue of RM14,900,000 and net profit of RM4,304,000 to the
Group from 1 January 2015.

24

EVENTS OCCURRING AFTER THE REPORTING PERIOD

On 21 January 2016, the Company incorporated a wholly-owned subsidiary, Axcelasia Singapore Pte Ltd
(ASPL) in Singapore, with issued and paid-up capital of one ordinary share of SGD1. The principal activities
of this subsidiary is to carry on business of tax advisory, business consultancy, internal audit, risk management
advisory and business support services.
On 10 February 2016, the Company announced that its wholly-owned subsidiary, ASPL has increased its
issued and paid up capital from SGD1 to SGD500,000 through the issue and allotment of 374,999 ordinary
shares at SGD1 each to the Company (Subscription) and 125,000 ordinary shares at SGD1 each to a
third party investor who is also appointed as a director of ASPL. Consequent to the capital increase, the
Companys equity interest in ASPL has been diluted from 100% to 75%.
The subscription amounting to SGD374,799 was funded by the net proceeds raised from the Companys
initial public offering which is in line with the intended use as previously disclosed in the Companys offer
documents dated 18 November 2015.

93
AXCELASIA INC.

2015 ANNUAL REPORT

NOTES TO THE

FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

25

NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS

Below are the mandatory standards, amendments and interpretations to existing standards that have been
published, and are relevant for the Groups accounting periods beginning on or after 1 January 2016 or
later periods and which the Group has not early adopted:

Reference

Description

FRS 1
Amendments to FRS 1: Disclosure Initiative
Amendments to FRS 16 and FRS 38 Clarification of Acceptable Methods of
Depreciation and Amortisation
FRS 16, FRS 41
Amendments to FRS 16 and FRS 41:
Agriculture: Bearer Plants
FRS 27
Amendments to FRS 27: Equity Method in
Separate Financial Statements
FRS 110, FRS 28
Amendments to FRS 110 and FRS 28: Sale or
Contribution of Assets between an Investor
and its Associate or Joint Venture
FRS 110, FRS 112, FRS 28
Amendments to FRS 110, FRS 112 and
FRS 28: Investment Entities: Applying the
Consolidation Exception
FRS111
Amendments to FRS 111: Accounting for
Acquisitions of Interests in Joint Operations
Exception
FRS114
Regulatory Deferral Accounts
FRS 115
Revenue from Contracts with Customers
FRS 109
Financial Instruments

Effective date
(Annual periods
beginning on
or after)
1 January 2016
1 January 2016
1 January 2016
1 January 2016
To be determined(1)

1 January 2016

1 January 2016

1 January 2016
1 January 2018
1 January 2018

(1) The mandatory effective date of this Amendment had been revised from 1 January 2016 to a date to be determined by the Accounting
Standards Council in December 2015 via Amendments to Effective Date of Amendments to FRS 110 and FRS 28.

The directors do not anticipate that the adoption of the above FRS in future financial periods will have a
material impact on the financial statements of the Group.
26

AUTHORISATION OF FINANCIAL STATEMENTS

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors
of Axcelasia Inc. on 21 March 2016.

94
AXCELASIA INC.

2015 ANNUAL REPORT

SHAREHOLDER

INFORMATION
AS AT 15 MARCH 2016

Issued and fully paid-up capital

Total number of issued shares
Class of shares
Voting rights
Number of treasury shares

:
:
:
:
:

RM27,817,984
160,320,000
Ordinary
One vote for each ordinary share
Nil

DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders

% of Shareholdings

No. of Shares

% of Shareholdings

1 99
100 1000
1,001 10,000
10,001 1,000,000
1,000,001 and above

2
15
10
10

0.00
5.40
40.54
27.03
27.03

1,100
82,100
2,046,000
158,190,800

0.00
0.00
0.05
1.28
98.67

Grand Total

37

100.00

160,320,000

100.00

LIST OF 20 LARGEST REGISTERED SHAREHOLDERS AS AT 15 MARCH 2016

(as shown in the Register of Members)
Name of Shareholder
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

RANJIT SINGH A/L TARAM SINGH

TANG SWEE GUAN
UOB KAY HIAN PTE LTD
VEERINDERJEET SINGH A/L TEJWANT SINGH
CIMB SECURITIES (SINGAPORE) PTE LTD
LEE SIEW WENG
WONG WEI MING
DBSN SERVICES PTE LTD
CHAI SEOW LIN
RAFFLES NOMINEES (PTE) LTD
YAP WAI JOON
VIJAY SRINIVASAN @ C VIJAYA SRINIVASAN
HARDIP SINGH
LIM TIONG KHENG STEVEN
CHUA SIEW LIAN
CHEW HOE HOCK
MAYBANK KIM ENG SECURITIES PTE LTD
LIM CHYE HUAT @ BOBBY LIM CHYE HUAT
LEONG YUET MEI
NG YONG PIN
Total

No. of Shares

% of Shareholdings

36,518,660
34,453,500
27,100,700
23,367,500
9,185,000
7,723,170
7,723,170
7,000,000
3,444,000
1,675,100
380,000
360,000
280,000
265,000
220,000
200,000
129,900
81,000
80,000
50,100

22.78
21.49
16.90
14.58
5.73
4.82
4.82
4.37
2.15
1.04
0.24
0.22
0.17
0.17
0.14
0.12
0.08
0.05
0.05
0.03

160,236,800

99.95

95
AXCELASIA INC.

2015 ANNUAL REPORT

SHAREHOLDER

INFORMATION
AS AT 15 MARCH 2016

SUBSTANTIAL SHAREHOLDERS
Direct Interest

Indirect Interest

Total

No. of
Shares

% of
Shareholdings

No. of
Shares

% of
Shareholdings

Tang Swee Guan(1)

34,453,500
Ranjit Singh A/L Taram Singh
36,518,660
Veerinderjeet Singh A/L
Tejwant Singh(2)
23,367,500
MTD Equity Sdn Bhd(3)

(4)
MTD Capital Bhd.

Nikvest Sdn. Bhd.(5)

Alloy Consolidated Sdn. Bhd.(6)

Alloy Capital Sdn. Bhd.(7)

(8)
Nik Fuziah Binti Nik Hussein, Datin

21.49
22.78

3,444,000

2.15

23.64
22.78

14.58

470,000
15,214,000
15,214,000
15,214,000
15,214,000
15,214,000
15,214,000

0.29
9.49
9.49
9.49
9.49
9.49
9.49

14.87
9.49
9.49
9.49
9.49
9.49
9.49

Substantial Shareholders

Notes:
(1) Tang Swee Guan (Dato Peter Tang), the Finance Director, is deemed interested in the shares held by his spouse, Datin Chai Seow Lin.
(2) Veerinderjeet Singh A/L Tejwant Singh (Dr. Veerinderjeet Singh), the Executive Chairman, is deemed interested in the shares held by his
spouse, Ms Kaur Rajinderpal.
(3) MTD Equity Sdn Bhd has deemed interest in the 15,214,000 shares which are held through UOB Kay Hian Pte Ltd.
(4) MTD Capital Bhd. has deemed interest in the 15,214,000 shares which are held through UOB Kay Hian Pte Ltd. by MTD Equity Sdn Bhd. MTD
Equity Sdn Bhd is wholly-owned by MTD Capital Bhd.
(5) Nikvest Sdn. Bhd. has deemed interest in the 15,214,000 shares which are held through UOB Kay Hian Pte Ltd. by MTD Equity Sdn Bhd.
Nikvest Sdn. Bhd. is entitled to exercise or control the exercise of not less than 20% of the voting power in MTD Capital Bhd., which wholly
owns MTD Equity Sdn Bhd.
(6) Alloy Consolidated Sdn. Bhd. has deemed interest in the 15,214,000 shares which are held through UOB Kay Hian Pte Ltd. by MTD Equity
Sdn Bhd. Alloy Consolidated Sdn. Bhd. is entitled to exercise or control the exercise of not less than 20% of the voting power in MTD Capital
Bhd., which wholly owns MTD Equity Sdn Bhd.
(7) Alloy Capital Sdn. Bhd. has deemed interest in the 15,214,000 shares which are held through UOB Kay Hian Pte Ltd. by MTD Equity Sdn Bhd.
Alloy Capital Sdn. Bhd. is entitled to exercise or control the exercise of not less than 20% of the voting power in MTD Capital Bhd., which
wholly owns MTD Equity Sdn Bhd.
(8) Nik Fuziah Binti Nik Hussein, Datin has deemed interest in the 15,214,000 shares which are held through UOB Kay Hian Pte Ltd. by MTD
Equity Sdn Bhd. Nik Fuziah Binti Nik Hussein, Datin has a controlling interest in Alloy Consolidated Sdn. Bhd., which is entitled to exercise
or control the exercise of not less than 20% of the voting power in MTD Capital Bhd. (which wholly owns MTD Equity Sdn Bhd).

PERCENTAGE OF SHAREHOLDINGS HELD IN THE HANDS OF PUBLIC

Based on the information available to the Company as at 15 March 2016, approximately 19.57% of the issued
ordinary shares of the Company are held by the public and therefore, Rule 723 of the Catalist Rules has been
complied with.

96
AXCELASIA INC.

2015 ANNUAL REPORT

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (AGM) of AXCELASIA INC. (the Company) will
be held at Conference Room 2, TKP Conference Centre Raffles Place, 55 Market Street #03-01, Singapore 048941
on Monday, 18 April 2016 at 10.30 a.m. for the following purpose:
AS ORDINARY BUSINESS
1.

To receive and adopt the Directors Report and the Audited Financial Statements of the Company for the
year ended 31 December 2015 together with the Auditors Report thereon.
(Resolution 1)

2.

To re-elect the following Directors of the Company (Directors) retiring pursuant to Articles 97 and 101
of the Companys Articles of Association:
Article 97:
Veerinderjeet Singh A/L Tejwant Singh
[Explanatory Note (i)]

(Resolution 2)

Article 101:
Tan See Yin
Lee Pih Peng
Isharidah Binti Ishak
[Explanatory Note (ii)]

(Resolution 3)
(Resolution 4)
(Resolution 5)

3.

To approve the payment of Directors fees totaling RM34,000 for the financial year ended 31 December
2015
[Explanatory Note (iii)]
(Resolution 6)

4.

To approve the payment of Directors fees totaling RM204,000 for the financial year ending 31 December
2016, to be paid quarterly in arrears.
[Explanatory Note (iv)]
(Resolution 7)

5.

To re-appoint Nexia TS Public Accounting Corporation as the Companys Auditors and to authorise the
Directors to fix their remuneration.
(Resolution 8)

6.

To transact any other ordinary business which may properly be transacted at an annual general meeting.

AS SPECIAL BUSINESS
To consider and if though fit, to pass the following resolutions as Ordinary Resolutions, with or without modifications:
7.

Authority to allot and issue shares in the capital of the Company and/or Instruments (as defined
hereinafter)
THAT pursuant to Article 3 of the Companys Articles of Association and Rule 806 of the Listing Manual
(Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited (SGX-ST) (the Catalist
Rules), authority be given to the Directors to:
i.

Issue shares (Shares) whether by way of rights, bonus or otherwise; and/or

97
AXCELASIA INC.

2015 ANNUAL REPORT

NOTICE OF

ANNUAL GENERAL MEETING

ii.

make or grant offers, agreements or options (collectively, Instruments) that might or would require
Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to)
warrants, debentures or other instruments convertible into Shares,
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; and

iii.

(not withstanding that the authority conferred by this resolution may have ceased to be in force) issue
Shares in pursuance of any Instruments made or granted by the Directors while this resolution was
in force, provide that:
a.

the aggregate number of Shares (including Shares to be issued pursuant to the Instruments)
does not exceed one hundred percent (100%) of the total number of issued Shares (excluding
treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph
(b) below), of which the aggregate number of Shares and convertible securities to be issued
(including Shares to be issued pursuant to the Instruments) other than on a pro rata basis to
existing shareholders of the Company shall not exceed fifty percent (50%) of the total number
of issued Shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (b) below);

b.

(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining
the aggregate number of Shares (including Shares to be issued pursuant to the Instruments)
that may be issued under sub-paragraph (a) above, the percentage of Shares that may be
issued shall be based on the total number of issued Shares (excluding treasury shares) of the
Company at the time this Resolution is passed, after adjusting for:
i.

new Shares arising from the conversion or exercise of the Instruments or any convertible
securities;

ii.

new Shares arising from exercising share options or vesting of share awards outstanding
and/or subsisting at the time this Resolution is passed provided that the share options or
share awards (as the case may be) were granted in connection with Part VIII of Chapter
8 of the Catalist Rules; and

iii.

any subsequent bonus issue, consolidation or subdivision of Shares;

c.

in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Catalist Rules for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

d.

unless revoked or varied by the Company in a general meeting, such authority shall continue
in force until the conclusion of the next annual general meeting of the Company or the date
by which the next annual general meeting of the Company is required by law to be held,
whichever is the earlier.
[Explanatory Note (v)]
(Resolution 9)

98
AXCELASIA INC.

2015 ANNUAL REPORT

NOTICE OF

ANNUAL GENERAL MEETING

8.

Authority to allot and issue shares under:

a.

The Axcelasia Performance Share Plan

THAT the Directors be and are hereby authorised to offer and grant awards (Awards) in accordance
with the provisions of the Axcelasia Performance Share Plan (the Plan) and to allot and issue from
time to time such number of fully paid-up Shares as may be required to be issued pursuant to the
vesting of Awards granted under the Plan, provided always that the aggregate number of Shares
to be issued pursuant to the Plan, when added to the number of Shares issued and issuable under
other share-based incentives schemes or share plans of the Company, shall not exceed fifteen percent
(15%) of the total number of issued Shares (excluding treasury shares) of the Company from time to
time, and that such authority shall continue in force until the conclusion of the next annual general
meeting of the Company or the date by which the next annual general meeting of the Company is
required by law to be held, whichever is the earlier.
[Explanatory Note (vi)]
(Resolution 10A)

b.

The Axcelasia Employee Share Option Scheme

THAT the Directors be and are hereby authorised to offer and grant options (Options) under the
Axcelasia Employee Share Option Scheme (the Scheme) and to allot and issue from time to time
such number of Shares in the capital of the Company as may be required to be issued pursuant to the
exercise of the Options under the Scheme, provided always that the aggregate number of Shares to
be issued pursuant to the Scheme, when added to the number of Shares issued and issuable under
other share-based incentives schemes or share plans of the Company shall not exceed fifteen percent
(15%) of the total number of issued Shares (excluding treasury shares) of the Company from time to
time, and that such authority shall continue in force until the conclusion of the next annual general
meeting of the Company or the date by which the next annual general meeting of the Company is
required by law to be held, whichever is the earlier.
[Explanatory Note (vi)]
(Resolution 10B)

By Order of the Board

HANS Corporate Services Ltd

Secretary

Singapore,
1 April 2016

99
AXCELASIA INC.

2015 ANNUAL REPORT

NOTICE OF

ANNUAL GENERAL MEETING

Explanatory Notes:
i.

Resolution 2

Dr. Veerinderjeet Singh A/L Tejwant Singh, if re-elected, will remain as the Executive
Chairman of the Company.

ii.

Resolution 3

Mr. Tan See Yin, if re-elected, will remain as the Chairman of the Audit Committee
and a member of Remuneration Committee and Nomination Committee. The Board
considers Mr. Tan See Yin to be independent pursuant to Rule 704(7) of the Catalist
Rules.

Resolution 4

Ms. Lee Pih Peng, if re-elected, will remain as the Chairman of the Remuneration
Committee and a member of Audit Committee and Nomination Committee. The
Board considers Ms. Lee Pih Peng to be independent pursuant to Rule 704(7) of
the Catalist Rules.

Resolution 5

Datin Isharidah Binti Ishak, if re-elected, will remain as the Chairman of the
Nomination Committee and a member of Audit Committee and Remuneration
Committee. The Board considers Datin Isharidah Binti Ishak to be independent
pursuant to Rule 704(7) of the Catalist Rules.

iii.

Resolution 6

This Resolution is to approve the payment of Directors fee for the financial year
ended 31 December 2015.

iv.

Resolution 7

This Resolution is to facilitate the payment of Directors fees during the financial year
ending 31 December 2016 in which the fees are incurred. The aggregate amount
of Directors fees provided in the resolution is calculated on the assumption that all
the present Directors will hold office for the whole of the financial year ending 31
December 2016 (FY2016). Should any Director hold office for only part of FY2016
and not the whole of FY2016, the Directors fee payable to him/her will be appropriately
pro-rated.

v.

Resolution 9

This Resolution, if passed, will empower the Directors (from the date of the AGM
until the date of the next annual general meeting of the Company, or the date which
the next annual general meeting of the Company is required by law to be held, or
such authority is varied or revoked by the Company in general meeting, whichever
is the earlier), to issue Shares, make or grant Instruments convertible into Shares
pursuant to such Instruments, up to a number not exceeding, in total, one hundred
percent (100%) of the total number of issued Shares (excluding treasury shares),
of which up to fifty percent (50%) may be issued other than on a pro-rata basis to
existing shareholders of the Company.

vi.

Resolution 10A
& Resolution
10B

These Resolutions, if passed, will empower the Directors to allot and issue Shares
pursuant to the vesting of Awards and the exercise Options under the Plan and
Scheme, provided that the aggregate number of Shares to be issued pursuant to
the Plan and Scheme, when added to the number of Shares issued and issuable
under other share-based incentives schemes or share plans of the Company shall
not exceed fifteen percent (15%) of the total number of issued Shares (excluding
treasury shares) of the Company from time to time.

100
AXCELASIA INC.

2015 ANNUAL REPORT

NOTICE OF

ANNUAL GENERAL MEETING

NOTES:
1. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or two proxies to attend and vote in his stead.
A proxy need not be a member of the Company.
2. Where a member appoints more than one proxy, the member must specify the proportion of shareholdings (expressed as a percentage of the
whole) to be represented by each proxy. If no proportion of shareholdings is specified, the proxy whose name appears first shall be deemed
to carry 100 percent (100%) of the shareholdings of this appointor and the proxy whose name appears after shall be deemed to be appointed
in the alternate.
3. If the instrument appointing a proxy is returned without any indication as to how the proxy shall vote, the proxy will vote as he deems fit.
4. If the instrument appointing a proxy is returned without the name of the proxy indicated, the instrument appointing a proxy shall be invalid.
5. If the appointor is an individual, the instrument appointing a proxy shall be signed by the appointor or his attorney.
6. If the appointor is a corporation, the instrument appointing a proxy shall be either given under its common seal or signed on its behalf by an
attorney or a duly authorised officer of the corporation. A corporation which is a member may authorise by resolution of its directors or other
governing body such person as it thinks fit to act its representative at the meeting.
7. The signature on the instrument appointing a proxy needs not be witnessed. Where an instrument appointing a proxy is signed on behalf
of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the
Company) be lodged with the instrument appointing proxy, failing which the instrument may be treated as invalid.
8. The instrument appointing a proxy must be deposited at the office of the Singapore Share Registrar and Transfer Agent, Tricor Barbinder
Share Registration Services at 80 Robinson Road, #02-00 Singapore 068698 not less than forty-eight (48) hours before the time appointed for
holding of the AGM.
GENERAL:
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. In addition, in the case of Shares entered in the Depository Register maintained by The Central Depository (Pte) Limited, 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 forty-eight (48) hours before the time appointed for holding the AGM.
PERSONAL DATA PRIVACY
Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the annual
general meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the members
personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (of its agents) of proxies
and representatives appointed for the annual general meeting (including any adjournment thereof) and the preparation and compilation of the
attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company
(or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purpose); (ii) warrants that where
the member discloses the personal data of the members proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company
(or its agents) of the personal data such as proxy(ies) and/or representative(s) for the Purposes and (iii) agrees that the member will indemnify the
Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the members breach of warranty.

AXCELASIA INC.

(Company Registration No. LL12218)

(Incorporated in Labuan, Malaysia)

PROXY FORM
ANNUAL GENERAL MEETING
I/We

(full name in capital letters)

NRIC No./Passport No./Company No.

of
being a member/members of AXCELASIA INC. (the Company), hereby appoint:
Name

(full address)

NRIC/Passport No.

Proportion of Shareholdings
No. of Shares

Address

and/or (delete as appropriate)

Name

NRIC/Passport No.

Proportion of Shareholdings
No. of Shares

Address

or failing him/her, the Chairman of the annual general meeting (AGM) of the Company, as my/our proxy/proxies to attend
and to vote for me/us on my/our behalf at the AGM to be held on Monday, 18 April 2016 at10.30 a.m. at Conference Room
2, TKP Conference Centre Raffles Place, 55 Market Street #03-01, Singapore 048941 and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the resolutions proposed at the AGM as indicated hereunder. In the
absence of specific directions, the proxy/proxies will vote or abstain as he/she/they may think fit, as he/she/they will on any
other matters arising at the AGM and at any adjourment thereof.
The resolutions put to vote at the AGM shall be decided by poll.
Resolution No.

Ordinary Business

For*

Resolution 1

To receive and adopt the Audited Financial Statements of the

Company for the financial year ended 31 December 2015 together
with the Reports of the Directors and Auditors thereon.

Resolution 2

To re-elect Dr. Veerinderjeet Singh A/L Tejwant Singh as Director of

the Company.

Resolution 3

To re-elect Mr. Tan See Yin as Director of the Company.

Resolution 4

To re-elect Ms. Lee Pih Peng as Director of the Company.

Resolution 5

To re-elect Datin Isharidah Binti Ishak as Director of the Company.

Resolution 6

To approve payment of Directors Fees for the financial year ended

31 December 2015.

Resolution 7

To approve payment of Directors Fees for the financial year ending

31 December 2016, to be paid quarterly in arrears.

Resolution 8

To re-appoint Nexia TS Public Accounting Corporation as Auditors of

the Company and to authorise the Directors to fix their remuneration.

Against*

Special business

Resolution 9

To approve the authority to allot and issue new shares and/or

Instruments.

Resolution 10A

To approve the authority to allot and issue shares under the Axcelasia
Performance Share Plan.

Resolution 10B

To approve the authority to allot and issue shares under the Axcelasia
Employee Share Option Scheme.

If you wish to exercise all your votes For or Against, please tick (3 ) within the box provided. Alternatively, please indicate the number
of votes as appropriate.

IMPORTANT: PLEASE READ THE NOTES OVERLEAF

Signed this

day of

, 2016

Total Number of Shares held in:

CDP Register
Register of Members

Signature(s) of Member(s) or Common Seal

NOTES:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register maintained by
The Central Depository (Pte) Limited, you should insert that number of shares. If you have shares registered in your name in the Register of
Members of the Company, 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. If no number is inserted,
this form of proxy will be deemed to relate to all the shares held by you.
2. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or two proxies to attend and vote in his/her
stead. A proxy need not be a member of the Company.
3. Where a member appoints more than one proxy, the member must specify the proportion of shareholdings (expressed as a percentage of the
whole) to be represented by each proxy. If no proportion of shareholdings is specified, the proxy whose name appears first shall be deemed to
carry 100 percent (100%) of the shareholdings of his/her appointor and the proxy whose name appears after shall be deemed to be appointed
in the alternate.
4. If the instrument appointing a proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstained as he/
she thinks fit.
5. If the instrument appointing a proxy is returned without the name of the proxy indicated, the instrument appointing a proxy shall be invalid.
6. If the appointor is an individual, the instrument appointing a proxy shall be signed by the appointor or his/her attorney.
7. If the appointor is a corporation, the instrument appointing a proxy shall be either given under its common seal or signed on its behalf by an
attorney or a duly authorised officer of the corporation. A corporation which is a member may authorise by resolution of its directors or other
governing body such person as it thinks fit to act as its representative at the meeting.
8. The instrument appointing a proxy needs not be witnessed. Where an instrument appointing a proxy is signed on behalf of the appointor by
an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged
with the instrument appointing a proxy, failing which the instrument may be treated as invalid.
9. The instrument appointing a proxy must be deposited at the office of the Singapore Share Registrar and Transfer Agent, Tricor Barbinder
Share Registration Services at 80 Robinson Road, #02-00, Singapore 068698, not less than forty-eight (48) hours before the time appointed
for holding of the AGM.

GENERAL:
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. In addition, in the case of Shares entered 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 forty-eight (48)
hours before the time appointed for holding the AGM.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms
set out in the Notice of AGM dated 1 April 2016.

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CONTENTS
01

CORPORATE PROFILE

02

CHAIRMANS MESSAGE

04

CORE BUSINESS SEGMENTS

05

AWARDS AND ACCREDITATIONS/

GROUP STRUCTURE

06

CORPORATE MILESTONES

07

FINANCIAL HIGHLIGHTS

08

FINANCIAL PERFORMANCE AND

OPERATIONAL REVIEW

10

BOARD OF DIRECTORS

13

CORPORATE INFORMATION

14

CORPORATE GOVERNANCE

40

DIRECTORS STATEMENT

47

INDEPENDENT AUDITORS REPORT

49 
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
50

STATEMENTS OF FINANCIAL POSITION

51 CONSOLIDATED STATEMENT OF CHANGES

IN EQUITY
52 CONSOLIDATED STATEMENT OF
CASH FLOWS
53

NOTES TO THE FINANCIAL STATEMENTS

94

SHAREHOLDER INFORMATION

96

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

Axcelasia Inc. (the Company) was listed on Catalist of the Singapore Exchange Securities Trading Limited (the SGX-ST) on
27 November 2015. The initial public offering of the Company was sponsored by PrimePartners Corporate Finance Pte. Ltd.
(the Sponsor).
This annual report has been prepared by the Company and its contents have been reviewed by the Sponsor for compliance
with the SGX-ST Listing Manual Section B: Rules of Catalist. The Sponsor has not 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 accuracy, completeness or correctness of any of the information, statements
or opinions made or reports contained in this annual report.
The contact person for the Sponsor is Mr Lance Tan, Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at
Raffles, Singapore 049318, telephone (65) 6229 8088.

Axcelasia Inc.
Suite 13A.05 Level 13A
Wisma Goldhill, 67 Jalan Raja Chulan
50200 Kuala Lumpur
Tel: (603) 2032 2799
Fax: (603) 2032 3799
www.axcelasia.com

2015 ANNUAL REPORT

ACCELERATING

SUCCESS

2015

ANNUAL
REPORT