CYBERT-AnnualReport2012 (1.6MB)

CYBERTOWERS BERHAD (385635-V) Annual Report 2012
Contents
Corporate Information Chairmans Statement Profile Of Directors Corporate Governance Statement Audit Committee Report Statement On Internal Control Directors Report Statement By Directors Statutory Declaration Report Of The Independent Auditors Statements Of Financial Position Statements Of Comprehensive Income Statements of Changes in Equity Statements Of Cash Flows Notes To The Financial Statements Analysis Of Shareholdings Notice Of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Proxy Form 2-3 4 5-7 8-12 13-15 16 17-20 21 21 22-23 24-25 26 27 28-29 30-64 65-67 68-69 70 71
Corporate Information
BOARD OF DIRECTORS Lai Ka Wai (Executive Director) Yuen Chun Fai (Executive Director) (Appointed on 25.4.2012) Lee Chee Cheng (Independent Non-Executive Director) Lee Choong Kin (Independent Non-Executive Director) (Appointed on 3.4.2012) Chua Hwa Nian (Independent Non-Executive Director) (Appointed on 20.4.2012) Wong Chook Ping (Non-Executive Chairman) (Resigned on 3.4.2012) Por Yew Guan (Independent Non-Executive Director) (Resigned on 20.4.2012) Wong Kek Wei (Managing Director) (Resigned on 22.6.2012)
AUDIT COMMITTEE Chairman: Lee Chee Cheng Member: Lee Choong Kin (Appointed on 3.4.2012) Member: Chua Hwa Nian (Appointed on 20.4.2012) Member: Wong Chook Ping (Resigned on 3.4.2012)
REMUNERATION COMMITTEE Chairman: Lee Chee Cheng Member: Lee Choong Kin (Appointed on 3.4.2012) Member: Chua Hwa Nian (Appointed on 20.4.2012) Member: Wong Chook Ping (Resigned on 3.4.2012)
NORMINATION COMMITTEE Chairman: Lee Chee Cheng Member: Lai Ka Wai Member: Chua Hwa Nian (Appointed on 20.4.2012) Member: Por Yew Guan (Resigned on 20.4.2012)
COMPANY SECRETARY Jauhari Bin Hassan LS 03681
REGISTERED OFFICE Ground Floor, No.8, Lorong Universiti B Section 16, 46350 Petaling Jaya Selangor Darul Ehsan Tel:03-7956 5889 Fax:03-7958 7889
Corporate Information
PRINCIPAL PLACE OF BUSINESS Suite 11.07, Level 11, The Garden South Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur
SHARE REGISTRAR Symphony Share Registrars Sdn Bhd Level 6, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan
PRINCIPAL BANKERS AmInvestment Services Berhad The Hongkong and Shanghai Banking Corporation Limited
AUDITORS Siew Boon Yeong & Associates AF:0660 Chartered Accountants
STOCK EXCHANGE LISTING ACE Market of Bursa Malaysia Securities Berhad (Bursa Securities)
Chairmans Statement
On behalf of the Board of the Directors, I am pleased to present the Annual Report and Audited Financial Statements of Cybertowers Berhad for the financial year ended 31 August 2012.
Financial Highlights For the financial year ended (FYE) 31 August 2012, the group registered a revenue of RM12.66 million, representing an increase of RM 8.42 million as compared to RM4.24 million in the previous FYE 31 August 2011. The Group also recorded a consolidated profit after tax of RM 1.95 million as compared to profit after tax of RM 0.12 million the last year. The increase in revenue and operating profit were mainly due to the increase in sales to new and existing customers and efforts are still being made to secure more opportunities to enhance the groups activities.
Prospects During the FYE 31 August 2012, the Company made a strategic decision to incorporate subsidiaries in Hong Kong and Malaysia to streamline its operation. We strive to provide better services and solutions, and at the same time, cater for future growth of the group. Overall, the group was able to achieve better contribution from revenue and profit for the year under review, and we strive to upkeep this in the coming year. The group also shows a better financial position with net cash balances increasing to RM 3.1 million as compared to RM 1.3 million last year as a result of implementation of business strategy and prudent financial management. The Board expects that the stiff competition in the AVL market may continue as competition remains strong and due to overall slowdown in global economies. Barring unforeseen circumstances, the Board will continue improving gains and various costs containments, effective deployment of financial resources to optimise returns, increase market share and undertake other measures.
Acknowledgement and Appreciation On behalf of the Board, I would like to thank all our staff and management for their perseverance in tackling the challenges and for their contributions in 2012. The Board also wishes to record a vote of thanks to our fellow Directors for their counsel and contributions to the Group during their tenure of office. I would also take this opportunity to express the appreciation of the Board of the continuous support given by our shareholders and business associates during the year.
Lai Ka Wai Executive Director
Profile Of Directors
MR. LAI KA WAI
Hong Kong citizen, aged 40, is an Executive Director of the Company, was appointed to the Board of Directors on 24 August 2011. He is also a member of the Nomination Committee of the Company. He has a Bachelor Degree of Science from University of Toronto. He has over 11 years experience in technology research and development for various technologies such as Short Messaging Service (MMS) and JAYA (programming language). He is currently an information technology consultant. Mr. Lai has no direct or indirect shareholdings in the Company. He does not have any family relationship with any Director of the Company, nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences within the past ten years.
MR. YUEN CHUN FAI

Hong Kong citizen, aged 34 is an Executive Director of the Company, was appointed to the Board of Directors on 25 April 2012. He graduated with a Bachelor degree in Accounting and Finance from London School of Economics and Political Science. He is also a member of the Association of Chartered Certified Accountants since 2008. He has over 6 years of experiences in accounting and auditing with an international accountancy and professional services firm. He also has 3 years commercial experiences. He is currently a financial executive of the Company. Mr. Yuen has no direct or indirect shareholdings in the Company. He does not have any family relationship with any Director of the Company, nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences within the past ten years.
MR. LEE CHEE CHENG
Malaysian, aged 43, is an Independent Non-Executive Director of the Company, was appointed to the Board of Directors on 16 August 2011. He is also the Chairman of Audit Committee, Remuneration Committee and Nomination Committee of the Company. He obtained his professional qualification with the Association of Chartered Certified Accountant, United Kingdom in 1997 and is also a member of the Malaysian Institute of Accountants. He began his career with Deloitte Kassim Cham, one of the big 5 public accounting firms in 1993. He has in total 17 years of working experience in audit and commercial sectors specializing in retailing and ICT industry in Malaysia. Mr. Lee has no direct or indirect shareholdings in the company. He does not have any family relationship with any Director of the Company, nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences within the past ten years. He holds directorship in Gpro Technologies Berhad.
MR. LEE CHOONG KIN

Malaysian, aged 43, is an Independent Non-Executive Director of the Company, was appointed to the Board of Directors on 3 April 2012. He is also a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. He has a Bachelor Degree of Information Technology (Information System). He holds a professional qualification in Certified Novell Engineer, Australia in 1963 and is also a member of The Australian Computer Society. He began his career in Arthur Andersen and Co, one of big 4 public accounting firms in 1993. He then moved to commercial section in 1994 until present. He mainly involved in plastic moulding industries, office security system and webcam business in information technology industries. Mr. Lee has no direct or indirect shareholdings in the Company. He does not have any family relationship with any Director of the Company, nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences within the past ten years.
MR. CHUA HWA NIAN
Malaysian, aged 32, is an Independent Non-Executive Director of the Company, was appointed to the Board of Directors on 20 April 2012. He is also the member of Audit Committee, Remuneration Committee and Nomination Committee of the Company. He holds a Bachelor of Information System Engineering from University of Campbell United State and a Masters of Business degree in Financing from Open University, Malaysia. He began his career in Tiong Nam Logistic Solution, one of famous logistic company in present. He has over 9 years working experience in logistic sectors specializing in supply chain, distribution and operating industry. Mr. Chua has no direct or indirect shareholdings in the Company. He does not have any family relationship with any Director of the Company, nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences within the past ten years.
Corporate Governance Statement

The Board of Directors of Cybertowres Berhad (the Board) recognises the importance of corporate government requirements outlined in the Malaysian Code on Corporate Governance (Revised 2007) (the Code). The following statement describes the application of the principles and extent of compliance with the best practices. A. BOARD OF DIRECTORS (a) Board Composition and Balance The Board of Cybertowers consists of five (5) members with two Executive Directors and three Independent Non-Executive Directors. The Executive Directors are responsible for making and implementary operational and corporate decisions, the day-to-day management of the business as well as the implementation of decisions of the Board. Non-Executive Directors plat a pivotal role in corporate accountability by providing unbiased and independent views in the sharing of knowledge and experiences towards the formulation of policies and in the decision-making process. The current Board brings with a broad range of business, financial and technical background. The balance enables and the Board to provide clear and effective leadership to the Company and independent judgment to many aspects of the Companys strategy and performance. (b)Board Meetings and Supply of Information The Boards meets every quarter and additional meetings are held as and when necessary. During the financial year, the Board has met eight (8) times and their attendances at Board meetings are set out in the Statement Accompanying Notice of Annual General Meeting. The Directors are provided with agenda and information necessary for them to review prior to Board meetings. Senior management staffs are also invited to attend Board meetings when necessary to provide the Board with further explanation and clarification on matters being tabled for consideration by the Board. The Board has access to the advice and services of the Company Secretary and may also seek independent advice, at the Companys expenses. The Board also has unlimited access to all information with regard to the activities of the Company. (c) Appointments to the Board The Nomination Committee of the Board provides a formal and transparent procedure for the appointment of new Directors to the Board. The Committees primary role is to identify and recommend to the Board suitable nominees for appointment to the Board. The Nomination Committee comprised the following members: Lee Chee Cheng (Chairman) Lai Ka Wai Chua Hwa Nian (Appointed on 20.4.2012) Por Yew Guan (Resigned on 20.4.2012) Independent Non- Executive Director Executive Director Independent Non- Executive Director Independent Non- Executive Director

(d)Re-election of Directors In accordance with the Companys Article of Association, all Directors who are appointed by the Board are subject to re-election by shareholders at the Annual General Meeting subsequent to their appointment and one third of the remaining Directors are subject to re-elction by rotation at each Annual General Meeting thereafter. In any case, each Director shall retire from office at least once in every three (3) years. A director over seventy years old is require to submit himself for reappointment annually in accordance with Section 129(6) of the Companies Act,1965. (e) Directors Training All Board members have attended the Mandatory Accreditation Program (MAP) pursuant to Bursa Malaysia Securities Berhad (Bursa Securities) guidelines on training for Directors. The Directors will continue to undergo other relevant training program to further enhance their skills and knowledge where relevant. (f) Directors Remuneration The Remuneration Committee of the Company, which was established on 11 November 2003, recommends to the Board, with the objective of providing assistance to the Board in determining the remuneration of Executive Directors. In the case of Non-Executive Directors, the Board as a whole will decide it with the Directors concern abstaining from deliberations and voting on decision in respect of this individual remuneration. The following are the members of the Remuneration Committee: Lee Chee Cheng (Chairman) Lee Choong Kin (Appointed on 3.4.2012) Chua Hwa Nian (Appointed on 20.4.2012) Independent Non- Executive Director Independent Non- Executive Director Independent Non- Executive Director
The number of Directors whose aggregate remuneration for financial year ended 31 August 2012 is as follows:Executive (RM000) 57 97 154 Non-Executive (RM000) 71 71
Salaries and allowance Other emoluments Total
The number of Directors in each remuneration band is as follows:Executive 1 1 2 Non-Executive 3 3
RM0-RM50,000 RM50,001-RM100,000 Total

B. RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS The Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) is the principal forum for dialogue with public shareholders. Shareholders may enquire about the resolutions being proposed at the meeting and the financial performance and business operations in general during the open question and answer session. The annual report, circulars and announcements made to Bursa Securities are the substantial means of communicating with its shareholders, institutional and potential investors.
C.
ACCOUNTABILITY AND AUDIT (a) Financial Reporting The Board has ensured that the annual financial statements presented to the shareholders and the quarterly results announced to Bursa Securities present a fair assessment of the Companys position and prospects. The Audit Committee assists Board in ensuring the accuracy, adequacy and completeness of information for disclosure. (b) Internal Control In discharging its duties in ensuring the effectiveness of the Groups internal control systems, the Board has delegated the duty to the Audit Committee. The scope and results of the review are detailed in Statement of Internal Control set out on page 16 of the Annual report. (c) Relationship with Auditors The Board has maintained a formal and transparent relationship with the Auditors. The role of the Audit Committee in relation to the external auditors is stated on page 13 to page 15 of the Annual Report. STATEMENTS OF DIRECTORS RESPONSIBILITIES IN RELATION TO THE FINANCIAL STATEMENTS Directors are required by company law to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company. Such information is communicated to shareholders and investors through various disclosures and announcements to the Bursa Malaysia, including the quarterly financial results, annual reports and where appropriate. In preparing the financial statements, the Directors had to: adopted suitable accounting policies and applied them consistently made adjustments and estimates that are prudent and reasonable ensured that applicable accounting standards have been followed prepared the financial statements on the going concern basis The Directors had prepared the annual financial statements in compliance with the Companies Act, 1965.
D.
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E. COMPLIANCE WITH THE CODE The Company has to the best of its ability and knowledge complied with the Best Practices in Corporate Governance set out in Part II of the Code.
F.
ADDITIONAL COMPLIACE INFORMATION (a) Material Contracts There were no material contracts entered into by the Company involving the Companys Directors and/or substantial shareholders interest either still subsisting at the end of the financial year, or which were entered into since the end of the previous financial year. (b) Share Buy-back There were no share buy-back exercises undertaken by the Company during the financial year under review. (c) Options, Warrants Or Convertible Securities There were no options, warrants or convertible securities issued by the Company during the financial year under review. (d) American Depository Receipt (ADR) Or Global Depository Receipt (GDR) There were no ADR or GDR programmers sponsored by the Company during the financial year under review. (e) Non-Audit Fees There were no non-audit fees made to the External Auditors, Messrs Siew Boon Yeong & Associates during the financial year under review. (f) Profit Guarantees There were no profit guarantees given by the Company during the financial year under review.
(g) Imposition Of Sanctions And/ Or Penalties There were no sanction and/or penalties imposed on the Company, Directors or Management by any of the regulatory authorities. (h) Variation In Results There was no variation in result (differing by 10% or more) from the unaudited results announced.
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(i) Recurrent Related Party Transaction Of A Revenue Or Trading Nature There was no recurrent related party transaction of revenue or trading nature during the financial year. The Company has complied with the Code throughout the financial year ended 31 August 2012. (j) Statement of Directors Responsibility for Preparing the financial statements In preparing the financial statements, the Directors had: adopted suitable accounting policies and applied them consistently made adjustments and estimates that are prudent and reasonable ensured that applicable accounting standards have been followed prepared the financial statements on the going concern basis
The Directors had prepared the annual financial statements in compliance with the Companies Act, 1965. (k) Corporate Social Responsibility Activities and Practices The Company did not undertake any corporate social responsibility activities or practices during the financial year ended 31 August 2012.
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Audit Committee Report

(a) MEMBERS OF THE AUDIT COMMITTEE The Audit Committee was established by the Board on 12 August 2002, they are consists of :Members Lee Chee Cheng (Chairman) Lee Choong Kin (Appointed on 3.4.2012) Chua Hwa Nian (Appointed on 20.4.2012) Wong Chook Ping (Resigned on 3.4.2012 ) Por Yew Guan (Resigned on 20.4.2012 ) Designation Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Executive Chairman Independent Non-Executive Director
A brief profile of each of the Audit Committee members is detailed in the Directors Profiles on page 6 to page 7 of this Annual Report.
B.
TERMS OF REFERENCE 1. Composition of the Audit Committee The Audit Committee shall appoint by the Board from among their number and shall consist of at least three (3) members of which the majority shall comprise Independent Directors. The members of the Committee shall elect a Chairman from among their number who is an Independent Non-Executive Director. If a member of the Committee retires, resigns, passed away or for any other reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum of three (3) members. 2. Authority Wherever necessary and reasonable for the performance of its duties, the Audit Committee shall:(i) Investigate any activity within its terms of reference and shall have unrestricted access to the external auditors and to all employees of the Company; Have the resources, which are required to perform its duties as set out in its terms of reference;
(ii)
(iii) Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; and
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(iv) 3. Able to obtain external legal or other independent advice when necessary. Meetings and Reporting The quorum in respect of a meeting of the Audit Committee shall be a majority of Independent Directors. Meetings shall be held not less than four (4) times a year and as and when the Committee deems necessary. The Committee may invite other directors and employees to the meetings to brief the Committee on issues that are incorporated into the agenda. The Company Secretary shall act as Secretary of the Audit Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and other supporting explanatory documents for circulation to the Committee Members prior to each meeting. The Secretary shall be responsible for keeping the minutes of the meetings, circulating them to committee members and ensuring compliance with Bursa Securities requirements. Significant results and findings from the Committees deliberation shall be put in writing and issued to the Board. The Committee shall submit an annual report to the Board summarizing its activities and significant findings during the year. 4. Duties The duties of the Audit Committee include the followings:(i) (ii) to consider the appointment, resignation and dismissal of external auditors and the audit fee; to review the nature and scope of the audit with the external auditors before the audit commences;
(iii) to review the quarterly and annual financial statements of the Company focusing particularly on:(a) any changes in accounting policies and practices; (b) significant adjustments arising from the audit, significant and unusual events; (c) the going concern assumption; and (d) compliance with accounting standards and other legal requirements. (iv) to review the adequacy of the scope, functions, authority and resources of the internal audit function; to review the internal audit program and results, ensuring that appropriate action is taken on the recommendations of the internal audit function; to consider related party transactions and review the procedures to ensure appropriateness and adequacy; and to perform any other functions as authorised by the Board.
(v)
(vi)
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5.
Summary of Activities The Audit Committee met five (5) times during the financial year ended 31 August 2012. Details of the number of meetings attended by each member are as follows: Number of meetings held during members tenure in office 5 2 2 3 3 Number of meetings attended by members 5 2 2 3 3
Members
Lee Chee Cheng (Chairman) Lee Choong Kin (Appointed on 3.4.2012) Chua Hwa Nian (Appointed on 20.4.2012) Wong Chook Ping (Resigned on 3.4.2012) Por Yew Guan (Resigned on 20.4.2012)
During the financial year ended 31 August 2012, the Audit Committee reviewed the quarterly and yearly results / announcements of the Company and ensures compliance with approved accounting standards and adherence to other legal and regulatory requirements as well as making relevant recommendations to the Board for approval. 6. Internal Audit Function During the financial year, the Groups internal audit function is outsourced to an independent professional firm who assesses the adequacy and integrity of the internal control system and reports directly to the Audit Committee. Its principal role is to conduct regular and systematic review of system of internal control so as to provide independent assurance on the adequacy and effectiveness of internal control processes. The Internal Auditor has conducted assurance review on adequacy and effectiveness of internal control system on certain operating units and presented its findings together with recommendation and management action to Audit Committee for review. A number of minor internal control problems were identified, all of which have been or being addressed. None of the weakness has resulted in any material losses or uncertainties that would require disclosure in this Annual Report.
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Statement On Internal Control

The Board of Directors (the Board) of Cybertowers Berhad is pleased to provide the following Statement on Internal Control, which outlines the nature and features of internal controls within the Group to safeguard shareholders investments and assets for the financial year ended 31 August 2012. Responsibilities The Board recognizes the importance of maintaining a sound system of internal control and risk management. The Board acknowledges its responsibilities to: a) b) Identify key risks and ensure implementation of appropriate control measures to manage the risks; and Review the adequacy and integrity of the internal control system.
The system is designed to manage rather than eliminate the risk of failure to achieve the corporate objectives and to provide reasonable but not absolute assurance against material misstatement or loss. Risk Management Framework Key management staff and Heads of Department are delegated with the responsibility to manage risks of their respective areas of responsibilities. In the periodic management meetings, key risks and mitigating controls are deliberated. Significant risks affecting the Groups strategic and business plans are escalated to the Board at their scheduled meetings. The abovementioned risk management practices of the Group serve as the on-going process used to identify, evaluate and manage significant risks. The Board shall continue to eva luate the Groups risk management process to ensure it remains relevant to the Groups requirements. Internal Audit The Groups internal audit function is outsourced to an independent professional firm who assesses the adequacy and integrity of the internal control system and reports directly to the Audit Committee. An internal audit plan for 2012 was approved by the Audit Committee and carried out. The results of the internal audit review and the recommendations for improvement were presented to the Audit Committee. The cost of outsourcing the internal audit function for the year ended 31 August 2012 was RM6,560. Key Features of Internal Control The key features of the Groups internal control are as follows: 1. An annual budget is prepared to facilitate the monitoring of Groups financial performance and review its actual performance against the budget. Quarterly review of the financial performance of the Group by the Board and the Audit Committee. The Group has established policies and procedures.
2. 3.
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CYBERTOWERS BERHAD
(Incorporated in Malaysia)
DIRECTORS' REPORT The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 August 2012. PRINCIPAL ACTIVITIES The principal activity of the Company is engaged in the business of developing and operating an internet based automatic vehicle locating system using satellite and wireless telecommunication solutions. The principal activities of the subsidiary companies are as set out in Note 7 to the financial statements. There were no significant changes in the nature of these activities during the financial year. FINANCIAL RESULTS
Group RM Profit attributable to:Owners of the parent Company RM
1,951,396
2,174,306
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature other than as disclosed in the financial statements. DIVIDEND No dividend has been paid, declared or proposed since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the current financial year. MOVEMENTS ON RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements. ISSUE OF SHARES AND DEBENTURES There was no issue of shares or debentures by the Company during the financial year. OPTIONS No option has been granted during the financial year to take up unissued shares of the Company.
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DIRECTORS The directors in office since the date of the last report are: Lai Ka Wai Lee Chee Cheng Yuen Chun Fai Chua Hwa Nian Lee Choong Kin Wong Chook Ping Wong Kek Wei Por Yew Guan DIRECTORS' INTERESTS According to the Register of Directors' Shareholdings, none of the directors in office at end of the financial year had any interest in shares in the Company or its related corporations during the financial year. DIRECTORS' BENEFITS Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 23 to the financial statements or a fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a Company in which the director has a substantial financial interest. Neither during nor at the end of the financial year was the Company a party to any arrangement whose object was to enable the directors to acquire benefits through the acquisition of shares in, or debentures of the Company or any other body corporate. OTHER STATUTORY INFORMATION Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and (b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their expected realisable values. At the date of this report, the directors are not aware of any circumstances: (a) which would render the amounts written off of bad debts or the amount of the allowance for doubtful debts in the financial statements inadequate to any substantial extent or the values attributed to current assets misleading; and (b) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(appointed on 25.4.2012) (appointed on 20.4.2012) (appointed on 3.4.2012) (resigned on 3.4.2012) (resigned on 22.6.2012) (resigned on 20.4.2012)
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In the interval between the end of the financial year and the date of this report: (a) no item, transaction or event of a material and unusual nature has arisen which, in the opinion of the directors, would substantially affect the results of the operations of the Group and of the Company for the current financial year; and (b) no charge has arisen on the assets of the Group and of the Company which secures the liabilities of any other person nor has any contingent liability arisen in the Group and of the Company. No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may affect the ability of the Group and of the Company to meet its obligations when they fall due. At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (i) On 6 September 2011, the Company incorporated two wholly-owned subsidiaries in Malaysia under the names of Imagine Data Sdn. Bhd. (IDSB) and Nautical Angle Sdn. Bhd. (NASB). The issued and paid-up share capital of IDSB and NASB are 2 ordinary shares of RM1 each, respectively.
(ii) On 8 March 2012, the Company acquired the entire issued and paid-up share capital of King Arts Limited, a company incorporated in Hong Kong, representing 1 ordinary share for a total consideration of Hong Kong Dollar 1. (iii) On 16 July 2012, the Company acquired the entire issued and paid-up share capital of Pioneer Streams Consolidated Sdn. Bhd. (PSCSB), a company incorporated in Malaysia, representing 100,000 ordinary shares of RM1 each for a total consideration of RM200,000.
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AUDITORS The auditors, Messrs Siew Boon Yeong & Associates, Chartered Accountants, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors
LAI KA WAI Director
YUEN CHUN FAI Director
Kuala Lumpur, Date: 27 December 2012
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CYBERTOWERS BERHAD
STATEMENT BY DIRECTORS In the opinion of the directors, the financial statements set out on pages 24 to 64 are drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards so as to exhibit a true and fair view of the state of affairs of the Group and of the Company as at 31 August 2012 and of the results and cash flows of the Group and of the Company for the year ended on that date. The information set out in Note 31 on page 64 to the financial statements have been prepared in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. Signed in Kuala Lumpur on 27 December 2012 Signed on behalf of the Board of Directors in accordance with a resolution of the Directors
LAI KA WAI
YUEN CHUN FAI STATUTORY DECLARATION I, Yuen Chun Fai, being the director primarily responsible for the financial management of Cybertowers Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief the financial statements set out on pages 24 to 64 are correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared in Kuala Lumpur on 27 December 2012 YUEN CHUN FAI Before me:
ABD RAHMAN BIN ZAHARI [W599]

Commissioner for Oaths Kuala Lumpur
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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF CYBERTOWERS BERHAD (Incorporated in Malaysia) Report on the Financial Statements We have audited the financial statements of Cybertowers Berhad, which comprise the statements of financial position as at 31 August 2012 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 24 to 64. Directors Responsibility for the Financial Statements The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards, and for such internal control as the directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. 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 our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider 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 the directors, 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. Opinion In our opinion, the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards so as to give a true and fair view of the financial position of the Group and of the Company as of 31 August 2012 and of its financial performance and cash flows for the year then ended.
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Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (a) In our opinion the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. (b) We have considered the financial statements and the auditors reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 7 to the financial statements. (c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (d) The auditors reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act. Other Reporting Responsibilities The supplementary information set out in Note 31 on page 64 is disclosed to meet the requirements of Bursa Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountant s (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
SIEW BOON YEONG & ASSOCIATES

[AF: 0660] Chartered Accountants
SIEW BOON YEONG

[1321 / 7 / 14 (J)]
Kuala Lumpur, Date: 27 December 2012
23
CYBERTOWERS BERHAD
STATEMENTS OF FINANCIAL POSITION as at 31 August 2012

Group 2012 RM Company 2012 RM 2011 RM
Note
ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets Investments in subsidiary companies
5 6 7
8,775,386 222,340 8,997,726
1,563,550 142,164 200,005 1,905,719
2,307,358 282,599 2,589,957
CURRENT ASSETS Inventories Trade receivables Other receivables, deposits and prepayments Amounts owing by subsidiary companies Fixed deposits with licensed banks Cash and bank balances
8 9 10 11 12
22,406 1,875,714 376,813 361,250 2,984,957 5,621,140
1,157,148 39,994 4,582,080 211,250 1,228,170 7,218,642 9,124,361
1,046,113 1,704,019 169,567 1,291,576 76,313 4,287,588 6,877,545
TOTAL ASSETS
14,618,866
The accompanying notes form an integral part of the financial statements.

24
CYBERTOWERS BERHAD
STATEMENTS OF FINANCIAL POSITION as at 31 August 2012

Note
EQUITY AND LIABILITIES EQUITY Share capital Share premium Foreign exchange translation reserve Accumulated losses TOTAL EQUITY NON-CURRENT LIABILITIES Amount owing to a shareholder CURRENT LIABILITIES Trade payables Other payables and accruals Amount owing to a shareholder Hire purchase payables
13 14 15
10,000,000 2,032,070 3,696 (3,610,630) 8,425,136
10,000,000 2,032,070 (3,387,720) 8,644,350
10,000,000 2,032,070 (5,562,026) 6,470,044
16
1,500,000
17 18 16 19
403,654 525,367 3,764,709 4,693,730
480,011 480,011 480,011 9,124,361
13,367 389,484 4,650 407,501 407,501 6,877,545
TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES
6,193,730 14,618,866

25
CYBERTOWERS BERHAD
STATEMENTS OF COMPREHENSIVE INCOME for the year ended 31 August 2012

Note
REVENUE COST OF SALES GROSS PROFIT OTHER OPERATING INCOME OTHER OPERATING EXPENSES PROFIT FROM OPERATIONS FINANCE COSTS PROFIT BEFORE TAXATION INCOME TAX EXPENSE PROFIT AFTER TAXATION OTHER COMPREHENSIVE INCOME NET OF TAX: Foreign currency translation differences for foreign operations TOTAL OTHER COMPREHENSIVE INCOME FOR THE YEAR TOTAL COMPREHENSIVE INCOME FOR THE YEAR PROFIT ATTRIBUTABLE TO: Owners of the parent TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the parent BASIC EARNINGS PER SHARE - Basic (sen)
20
12,664,591 (6,505,969) 6,158,622 590,282 (4,797,419) 1,951,485
5,762,420 (1,528,401) 4,234,019 143,221 (2,202,845) 2,174,395 (89) 2,174,306 2,174,306
4,241,686 (1,620,894) 2,620,792 211,961 (2,708,844) 123,909 (966) 122,943 122,943
21 22 24
(89) 1,951,396 1,951,396
3,696 3,696 1,955,092
2,174,306
122,943
1,951,396
2,174,306
122,943
1,955,092
2,174,306
122,943
25
1.95
2.17
0.12

26
CYBERTOWERS BERHAD
STATEMENTS OF CHANGES IN EQUITY for the year ended 31 August 2012

<---------- Non-distributable ----------> Foreign exchange Share translation Share capital premium reserve
RM Group RM RM
Accumulated losses Total equity

RM RM
Balance at 1 September 2010 Profit for the year/Total comprehensive income for the year Balance at 31 August 2011 Foreign currency translation differences for foreign operations Total other comprehensive income for the year Profit for the year Total comprehensive income for the year Balance at 31 August 2012
Company
10,000,000
2,032,070
(5,684,969)
6,347,101
10,000,000
2,032,070
122,943 (5,562,026)
122,943 6,470,044
10,000,000
2,032,070
3,696 3,696 3,696 3,696
1,951,396 1,951,396 (3,610,630)
3,696 3,696 1,951,396 1,955,092 8,425,136
Balance at 1 September 2010 Profit for the year/Total comprehensive income for the year Balance at 31 August 2011 Profit for the year/Total comprehensive income for the year Balance at 31 August 2012
10,000,000
2,032,070
(5,684,969)
6,347,101
10,000,000
2,032,070
122,943 (5,562,026)
122,943 6,470,044
10,000,000
2,032,070
2,174,306 (3,387,720)
2,174,306 8,644,350

27
CYBERTOWERS BERHAD
STATEMENTS OF CASH FLOWS for the year ended 31 August 2012

Note
CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation Adjustments for: Amortisation of development expenditures Depreciation Interest expenses Property, plant and equipment written off Write-down of inventories Gain on foreign exchange - unrealised Gain on disposal of property, plant and equipment Interest income Operating profit before working changes Decrease/(increase) in inventories Increase in receivables Increase/(decrease) in payables Cash generated from operations Interest received Interest paid Net cash generated from operating activities
1,951,396
2,174,306
122,943
140,435 1,849,002 89 381,663 600,000 (77,840) (59,930) (12,902) 4,771,913 423,707 (372,421) 524,534 5,347,733 12,902 (89) 5,360,546
140,435 374,090 89 367,202 600,000 (71,696) (59,930) (11,595) 3,512,901 446,113 (3,833,940) 77,160 202,234 11,595 (89) 213,740
151,448 569,449 966 (36,011) 808,795 (53,511) (223,408) (157,261) 374,615 36,011 (966) 409,660
28
CYBERTOWERS BERHAD
STATEMENTS OF CASH FLOWS for the year ended 31 August 2012

Note CASH FLOWS FROM INVESTING ACTIVITIES Addition of intangible assets Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Investment in subsidiary companies Net cash outflow from acquisition of subsidiary companies Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net advances from a shareholder Repayment of hire purchase payables Placement of fixed deposits pledged as securities Net cash generated from/(used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes, net Cash and cash equivalents at end of year NOTE TO STATEMENTS OF CASH FLOWS: Cash and cash equivalents comprise: Cash and bank balances Fixed deposits with licensed banks Less: Fixed deposits pledged with licensed banks
(8,662,542) 64,000 26
(1,554) 64,000 (200,005) (137,559)
(31,833) (304,356) (336,189)
(98,238) (8,696,780)
5,271,375 (4,650) (211,250) 5,055,475
(4,650) (211,250) (215,900)
(17,286) (17,286)
1,719,241 1,367,889 47,827 3,134,957
(139,719) 1,367,889 1,228,170
56,185 1,311,704 1,367,889
2,984,957 361,250 3,346,207 (211,250) 3,134,957
1,228,170 211,250 1,439,420 (211,250) 1,228,170
76,313 1,291,576 1,367,889 1,367,889

29

NOTES TO THE FINANCIAL STATEMENTS - 31 August 2012 1. PRINCIPAL ACTIVITIES AND GENERAL INFORMATION The principal activity of the Company is engaged in the business of developing and operating an internet based automatic vehicle locating system using satellite and wireless telecommunication solutions. The principal activities of the subsidiary companies are as set out in Note 7 to the financial statements. There were no significant changes in the nature of these activities during the financial year. The Company is a public limited company, incorporated and domiciled in Malaysia, and is listed on the ACE Market of Bursa Malaysia Securities Berhad. The address of the registered office of the Company is Ground Floor, No. 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor. The address of the principal place of business of the Company is Suite 11.07, Level 11, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. The financial statements are presented in Ringgit Malaysia (RM), which is also the Groups and Companys functional currency. 2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards (FRS). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. Accounting policies adopted by the Group and of the Company have been applied consistently in dealing with items that are considered material in relation to the financial statements, unless otherwise stated. (a) The Group and the Company have adopted the following new and revised FRSs and IC Interpretations that are effective for the financial year beginning on or after 1 September 2011: FRS 1 (Revised): First-time Adoption of Financial Reporting Standards FRS 3 (Revised): Business Combinations FRS 127 (Revised): Consolidated and Separate Financial Statements Amendments to FRS 1 (Revised): Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters Amendments to FRS 2: Share-based Payment Amendment Transactions to FRS 2: Group Cash-settled Share-based Payment
Amendment to FRS 5: Plan to Sell the Controlling Interest in a Subsidiary Amendments to FRS 7: Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments
30

Amendments to FRS 138: Consequential Amendments Arising from FRS 3 (Revised) IC Interpretation 4: Determining Whether An Arrangement Contains a Lease IC Interpretation 12: Service Concession Arrangements IC Interpretation 16: Hedges of a Net Investment in a Foreign Operation IC Interpretation 17: Distributions of Non-cash Assets to Owners IC Interpretation 18: Transfer of Assets from Customers IC Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments Amendments to IC Interpretation 14: Prepayments of a Minimum Funding Requirement Amendments to IC Interpretation 9: Reassessment of Embedded Derivatives Improvements to FRSs issued in 2010 The adoption of the above new and revised FRSs and IC Interpretation did not have a significant impact on the financial statements of the Group and of the Company other than the disclosures required under the Amendments to FRS 7. Amendments to FRS 7: Financial Instruments: Disclosures FRS 7: Disclosures on fair value and liquidity have been enhanced upon the adoption of this amendment. In particular, financial instruments measured at fair value are disclosed by class in a three-level fair value measurement hierarchy, with specific disclosures related to transfers between levels in the hierarchy and detailed disclosures on level three of the fair value hierarchy. Certain disclosures on liquidity are also modified. The adoption of this amendment resulted in additional disclosures in the financial statements but does not have any financial impact to the financial statement for the current financial year. (b) Malaysian Financial Reporting Standards On 19 November 2011, the Malaysian Accounting Standards Board (MASB) announced the adoption of the Malaysian Financial Reporting Standards (MFRS Framework) to facilitate convergence with the International Financial Reporting Standards (IFRS). The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141: Agriculture and IC Interpretation 15: Agreements for Construction of Real Estate, including its parent, significant investor and venturer. The Group will be required to prepare financial statements using the MFRS Framework in its first MFRS financial statements for the year ending 31 August 2013. In presenting its first MFRS financial statements, the Group will be required to restate the comparative financial statements to amounts reflecting the application of MFRS Framework. The majority of the adjustments required on transition will be made, retrospectively, against opening accumulated losses.
31

The Group has started a preliminary assessment of the differences between FRS and accounting standards under the MFRS Framework and are in the process of assessing the financial effects of the differences. Accordingly, the financial performance and financial position as disclosed in these financial statements for the year ended 31 August 2012 could be different if prepared under the MFRS Framework. The Group expects to be in a position to fully comply with the requirements of the MFRS Framework for the financial year ending 31 August 2013. 3. SIGNIFICANT ACCOUNTING POLICIES All significant accounting policies set out below are consistent with those applied in the previous financial year unless otherwise stated. (a) Basis Of Consolidation The financial statements of the Group include the audited financial statements of the Company and its subsidiaries made up to the end of the financial year. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full. Acquisition of subsidiaries is accounted for by applying the acquisition method. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. The Group elects, for each individual business combination, whether to recognise non-controlling interest in the acquiree (if any) at fair value on the acquisition date, or the non-controlling interests proportionate share of the acquirees net identifiable assets. Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Groups previously held equity interest in the acquiree (if any), over the net fair value of the acquirees identifiable assets and liabilities is recorded as goodwill in the statements of financial position. In instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain purchase in profit or loss on the acquisition date.
32

(b) Research And Development Expenditures Research expenditure is recognised as an expense when it is incurred. Development expenditures are recognised as an expense except that expenditure incurred on development projects relating to the design and testing of new or improved products or process are recognised as intangible assets if, and only if an entity can demonstrate all of the following:i ii iii iv v its ability to measure reliably the expenditure attributable to the assets under development; the product or process is technically and commercially feasible; its future economic benefits are probable; its ability to use or sell the developed asset; and the availability of adequate technical, financial and other resources to complete the asset under development.
Capitalised development expenditures are measured at cost less accumulated amortisation and impairment losses, if any. Development expenditures initially recognised as an expense is not recognised as assets in the subsequent period. Development expenditures are amortised on a straight-line basis over a period of five years. Impairment is assessed whenever there is an indication of impairment and the amortisation period and method are also reviewed at each statements of financial position date. (c) Goodwill Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period. Under the purchase method, goodwill represents the excess of the fair value of the purchase consideration over the Groups share of the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries at the date of acquisition. If, after reassessment, the Groups interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised as income immediately in statements of comprehensive income. (d) Investments In Subsidiary Companies Subsidiary companies are those companies in which the Group has power to exercise control over their financial and operating activities so as to obtain benefits therefrom. Investments in subsidiaries are stated at cost and are written down when there is a permanent impairment in the value of the investments. The impairment loss is recognised in the statements of comprehensive income. On disposal of an investment, the difference between net disposal proceeds and their carrying amounts is charged or credited to statements of comprehensive income.
33

(e) Inventories Inventories are valued at the lower of cost and net realisable value. Cost is determined using first in first out method. Cost included purchase price and incidentals incurred in bringing the inventories to their present location and condition. Net realisable value is the estimate of the selling price in the ordinary course of business, less the estimated cost of completion and selling expenses. Allowances are made where necessary for obsolete, slow-moving and defective stocks. (f) Property, Plant And Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses where applicable. Property, plant and equipment are depreciated on a straight line basis to write off the cost of each asset to their residual values over their estimated useful lives at the following annual rates: % 12 - 20 10 10 10
Computers and GSM tracking devices and servers Furniture, fittings and office equipment Motor vehicles Renovation
The residual value, useful lives and depreciation method of property, plant and equipment are reviewed at each statements of financial position date. An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. On disposal of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount is credited or charged to the statements of comprehensive income in determining profit from operations. (g) Financial Instruments Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item.
34

(i) Financial Assets On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-forsale financial assets, as appropriate. Financial Assets at Fair Value Through Profit or Loss Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is recognised in profit or loss when the Groups right to receive payment is established. Held-to-maturity Investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with revenue recognised on an effective yield basis. Loans and Receivables Financial Assets Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Available-for-sale Financial Assets Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories. After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Companys right to receive payments is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any.
35

(ii) Financial Liabilities All financial liabilities are initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges (iii) Equity Instruments Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for appropriation. A financial asset is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss. A financial liability is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. (h) Impairment (i) Impairment of Financial Assets All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment. An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the financial assets original effective interest rate. An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss.
36

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income. (ii) Impairment of Non-financial Assets The carrying amounts of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed at each end of the reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets net selling price and their value -in-use, which is measured by reference to discounted future cash flow. An impairment loss is charged to the statements of comprehensive income immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the statements of comprehensive income immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited to other comprehensive income. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the statements of comprehensive income, a reversal of that impairment loss is recognised as income in the statements of comprehensive income. (i) Hire Purchase Assets acquired under hire purchase arrangements are capitalised at their purchase cost and the total instalments payable less undue interests under hire purchase agreements are recorded as liabilities. The interests are allocated to the statements of comprehensive income over the year of the respective agreements based on the remaining balance of liability for each period during the hire purchase term. Assets acquired under hire purchase arrangements are depreciated over the expected useful lives of equivalent owned assets. (j) Provisions For Liabilities Provisions for liabilities are recognised when the Group and the Company have a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and when a reliable estimate of the amount can be made. Provisions are reviewed at each statements of financial postion date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.
37

(k) Contingent Liabilities A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision. (l) Related Parties A party is related to an entity if:i. directly, or indirectly through one or more intermediaries, the party:a. controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow subsidiaries); b. has an interest in the entity that gives it significant influence over the entity, or c. has joint control over the entity; the party is an associate of the entity;
ii.
iii. the party is a joint venture in which the entity is a venture; iv. the party is a member of the key management personnel of the entity or its parent; v. the party is a close member of the family of any individual referred to in (i) or (iv);
vi. the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or vii. the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related party of the entity. Close members of the family of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity. (m) Foreign Currency Translation i. Transactions And Balances Foreign currency monetary assets and liabilities have been converted into Ringgit Malaysia (RM) at the rates of exchange ruling at the statements of financial position date. Transactions in foreign currencies have been converted at rates ruling at the transaction dates. Exchange differences arising from the settlement of foreign currency transactions and from the translation of foreign currency monetary assets and liabilities are included in the statements of comprehensive income. Non-monetary assets and liabilities are translated using exchange rates that existed when the values determined.
38

ii. Foreign Operations Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from the acquisition of foreign operations, are translated into RM for consolidation at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated into RM at the average rates for the financial period. All exchanges differences arising from translation are recognised directly to other comprehensive income and accumulated in equity under translation reserve. On disposal of a foreign operation, accumulated translation differences recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to comprehensive income. The principal closing foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of foreign currency balances at the end of the reporting period were as follows: 2012 RM United States Dollar Hong Kong Dollar 3.13 0.40 2011 RM -
(n) Revenue Recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services rendered in the ordinary course of the companys activities. Revenue from sales of goods and services is recognised upon delivery of goods and customers acceptance and where applicable, net of returns and trade discounts, and services are performed. (o) Interest Income Interest on fixed deposits is recognised on an accrual basis. (p) Income Tax Expense Income taxes for the year comprise current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.
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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is recognised in the statements of comprehensive income, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or excess of the acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over the business combination costs. The carrying amounts of deferred tax assets are reviewed at each end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to be utilised. (q) Employee Benefits i. Short Term Employee Benefits Wages, salaries, paid annual leave, paid sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group. ii. Defined Contribution Plan The Groups contributions to defined contribution plans regulated and managed by the government, are charged to the statements of comprehensive income in the period to which they relate. Once the contributions have been paid, the Group has no further financial obligations. (r) Cash And Cash Equivalents For the purposes of the statements of cash flows, cash and cash equivalents comprise cash in hand, bank balances, bank overdrafts and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (s) Operating Segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. An operating segments operating results are reviewe d regularly by the chief operating decision makers to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
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4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Groups accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below. (a) Depreciation of Plant and Equipment The estimates for residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change significantly as a result of technical innovations and competitors action in r esponse to the market conditions. The Group anticipates that the residual values of its equipments will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (b) Income Taxes There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made. (c) Impairment of Non-financial Assets When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows. (d) Impairment of Loans and Receivables An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loan and receivables financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment loss. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables. (e) Write-down of Inventories Reviews are made periodically by management on damaged, obsolete and slowing-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.
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(f) Amortisation Of Development Expenditures Changes in the expected level of usage could impact the economic useful lives, therefore future amortisation charges could be revised. (g) Impairment Of Goodwill Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to estimate the expected future cash flows of the cash-generating unit to which goodwill is allocated and to apply a suitable discount rate in order to determine the present value of those cash flows. The future cash flows are most sensitive to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the estimation, such difference will impact the carrying value of goodwill. (h) Contingent Liabilities The directors are of the opinion that provisions are not required in respect of the contingent liabilities as it is not probable that a future sacrifice of economic benefit will be required.
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5. PROPERTY, PLANT AND EQUIPMENT The details of property, plant and equipment are as follows:
Computers, GSM tracking devices and servers RM 6,068,862 8,462,073 (3,760,210) 34,252 10,804,977
Group Cost At 1 September 2011 Additions Acquisition of a subsidiary Disposals Written off Currency translation differences At 31 August 2012 Accumulated depreciation At 1 September 2011 Charge for the year Disposals Written off Currency translation differences At 31 August 2012 Net book value At 31 August 2012
Furniture, fittings and equipment RM 179,360 41,055 12,394 (182,837) 49,972
Motor vehicles RM 93,143 46,920 2,068 (93,143) 48,988
Renovation RM 113,206 112,494 (113,206) 112,494
Total RM 6,454,571 8,662,542 14,462 (93,143) (4,056,253) 34,252 11,016,431
3,945,793 1,784,221 (3,524,299) 8,493 2,214,208 8,590,769
72,741 20,682 (89,764) 3,659 46,313
78,207 13,212 (89,073) 2,346 46,642
50,472 30,887 (60,527) 20,832 91,662
4,147,213 1,849,002 (89,073) (3,674,590) 8,493 2,241,045 8,775,386
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5. PROPERTY, PLANT AND EQUIPMENT (CONTD) The details of property, plant and equipment are as follows:
Computers, GSM tracking devices and servers RM 5,781,053 287,809 6,068,862 144 (3,747,816) 2,321,190
Company Cost At 1 September 2010 Additions At 31 August 2011 Additions Disposals Written off At 31 August 2012 Accumulated depreciation At 1 September 2010 Charge for the year At 31 August 2011 Charge for the year Disposals Written off At 31 August 2012 Net book value At 31 August 2012 At 31 August 2011
Furniture, fittings and equipment RM 162,813 16,547 179,360 1,410 (180,770) -
Motor vehicles RM 93,143 93,143 (93,143) -
Renovation RM 113,206 113,206 (113,206) -
Total RM 6,150,215 304,356 6,454,571 1,554 (93,143) (4,041,792) 2,321,190
3,421,186 524,607 3,945,793 336,146 (3,524,299) 757,640 1,563,550 2,123,069
56,582 16,159 72,741 17,023 (89,764) 106,619
59,578 18,629 78,207 10,866 (89,073) 14,936
40,418 10,054 50,472 10,055 (60,527) 62,734
3,577,764 569,449 4,147,213 374,090 (89,073) (3,674,590) 757,640 1,563,550 2,307,358
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6. INTANGIBLE ASSETS
Goodwill RM 80,176 80,176 Development expenditures RM 2,017,668 2,017,668 Total RM 2,017,668 80,176 2,097,844
Group Cost At 1 September 2011 Additions At 31 August 2012 Accumulated amortisation: At 1 September 2011 Amortisation for the year At 31 August 2012 Carrying amount At 31 August 2012
1,735,069 140,435 1,875,504
1,735,069 140,435 1,875,504
80,176
142,164
222,340
Company Cost At 1 September 2011/2010 Additions At 31 August 2012/2011 Accumulated amortisation: At 1 September 2011/2010 Amortisation for the year At 31 August 2012/2011 Carrying amount At 31 August 2012/2011
Development expenditures RM RM 2,017,668 2,017,668 1,985,835 31,833 2,017,668
1,735,069 140,435 1,875,504
1,583,621 151,448 1,735,069
142,164
282,599
(a) Goodwill (i) Allocation of goodwill The goodwill was in relation to the acquisition of a subsidiary, PSCSB, during the financial year which was also the Groups cash generating unit (CGU) of the goodwill.
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(ii) Key assumptions used in value-in-use calculations The recoverability of investment in CGU was assessed based on the net present value of its future cash flows. In the calculation of net present value, the method on value-in-use was adopted in which the expected future cash flows were discounted to the net present value with the application of appropriate discounting rate. The key assumptions for the assessment of future cash flows, the discounting rate used in the calculation of the net present value and the basis of adoption were as follows: Gross profit margin Average annual growth rate for revenue Discount rate (iii) Sensitivity to changes in assumptions The management believed that any reasonably possible changes in the above key assumptions applied will not cause the carrying values of the unit to materially exceed its recoverable amounts. (b) Development expenditures Development expenditures consist of GPS tracking system. 25% 20% 7%
7.
INVESTMENTS IN SUBSIDIARY COMPANIES

Company 2012 RM Unquoted shares, at cost 200,005 2011 RM -
Details of the subsidiary companies are as follows:

Effective equity interest 2012 2011 Name of subsidiary companies % Incorporated in Malaysia Nautical Angle Sdn. Bhd. 100 Provision for cloud computing and management services. Investment holding. Provision for fleet management and GPS tracking system. % Principal activities
Imagine Data Sdn. Bhd. Pioneer Streams Consolidated Sdn. Bhd. Incorporated in Hong Kong Starvista Limited* King Arts Limited*
100 100
100 100
Provision for hosting services. Dormant.
* Not audited by Siew Boon Yeong & Associates.
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8. INVENTORIES
Group 2012 RM Cost Finished goods Company 2012 RM 2011 RM
22,406
1,046,113
None of the inventories is carried at net realisable value.
9.
TRADE RECEIVABLES The Groups and Companys normal trade credit terms ranged from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case basis. Included in the trade receivables in the previous financial year was an amount of RM5,642 owing by a company in which certain directors have an interest.
10. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Group 2012 RM Other receivables Deposits Prepayments 215,996 140,282 20,535 376,813 Company 2012 RM 39,994 39,994 2011 RM 5,499 23,127 140,941 169,567
11. AMOUNTS OWING BY SUBSIDIARY COMPANIES Company The amounts owing are non-trade in nature, unsecured, interest-free and repayable on demand and are to be settled in cash.
12. FIXED DEPOSITS WITH LICENSED BANKS Group and Company Fixed deposits with licensed banks of the Group and of the Company amounting to RM211,250 (2011: Nil) have been pledged to the banks for credit facilities granted to the Group and the Company.
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13. SHARE CAPITAL
Group and Company 2012 2011 2012 Number of shares RM Ordinary shares of RM0.10 each: Authorised: 100,000,000 Issued and fully paid: 100,000,000
2011 RM
100,000,000 100,000,000
10,000,000 10,000,000
10,000,000 10,000,000
14. SHARE PREMIUM

Group and Company
The share premium is distributable by way of dividends and may be utilised in the manner as set out in Section 60(3) of the Companies Act, 1965 in Malaysia.
15. FOREIGN EXCHANGE TRANSLATION RESERVE

Group
The foreign exchange fluctuation reserve arose from the translation of the financial statements of a foreign subsidiary and is not distributable by way of dividends.
16. AMOUNT OWING TO A SHAREHOLDER

Group 2012 RM Current liabilities Non-current liabilities 3,764,709 1,500,000 5,264,709 2011 RM -
During the year, the Group received advances from a shareholder. The advances were utilised for the purchase of servers. The amount is interest-free and unsecured. Advances classified as non-current liabilities amounting to RM1,500,000 is repayable one year after 31 August 2012 and the shareholder has confirmed that he will not seek repayment of the amount of RM1,500,000 at least 12 months from the date of approval of these financial statements, and only when the Group has sufficient available funds.
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17. TRADE PAYABLES Group and Company The normal trade credit terms granted to the Group and the Company ranged from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case basis.
18. OTHER PAYABLES AND ACCRUALS

Group 2012 RM Other payables Accruals 455,018 70,349 525,367 Company 2012 RM 430,007 50,004 480,011 2011 RM 290,935 98,549 389,484
19. HIRE PURCHASE PAYABLES The hire purchase payables are repayable as follows:
Future instalments payable RM Principal payable RM -
Group/Company 2012 Company 2011 Shown under current liabilities Within 1 year Shown under non-current liabilities Between 2 to 5 years
Undue interest RM -
4,739
(89)
4,650
4,739
(89)
4,650
The effective interest rate for hire purchase creditors is 7.24% (2011: 7.24%) per annum.
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20. REVENUE Group and Company Revenue represents the invoiced value of goods sold and services rendered, less discounts and returns, where applicable.
21. FINANCE COSTS

Group 2012 RM Hire purchase interest 89 Company 2012 RM 89 2011 RM 966
22. PROFIT BEFORE TAXATION

Group 2012 RM Profit before taxation is stated after charging : Amortisation of development expenditures Auditors' remuneration - current year's provision - over provision in respect of prior year Depreciation Loss on foreign exchange - realised Property, plant and equipment written off Rental of equipment Rental of premises Staff costs (Note 23) Write-down of inventories and crediting: Gain on disposal of property, plant and equipment Gain on foreign exchange - unrealised Interest income Company 2012 RM 2011 RM
140,435 29,000 1,849,002 58,434 381,663 21,600 214,102 1,469,437 600,000
140,435 24,000 374,090 11,159 367,202 21,600 26,700 553,530 600,000
151,448 6,000 (500) 569,449 43,200 49,600 1,840,891 -
(59,930) (77,840) (12,902)
(59,930) (71,696) (11,595)
(36,011)
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23. STAFF COSTS The staff costs recognised in the statements of comprehensive income are as follows:
Group 2012 RM Salaries and wages Defined contribution plans Other employee benefits 1,179,919 83,720 205,798 1,469,437 Included in staff costs are: Directors' remuneration: - fees - other emoluments Company 2012 RM 385,330 25,070 143,130 553,530 2011 RM 1,626,892 112,026 101,973 1,840,891
128,491 96,841
74,491 55,517
7,200 96,200
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24. INCOME TAX EXPENSE
Group 2012 RM Malaysian income tax: - current year's provision Company 2012 RM 2011 RM -
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate is as follows:
Group 2012 RM Profit before taxation Income tax expense at Malaysian statutory tax rate of of 25% (2011: 25%) Adjustments for the following tax effects: - expenses not deductible for tax purposes - income not subject to tax - deferred tax assets not recognised during the year - utilisation of deferred tax assets not recognised in prior years 1,951,396 Company 2012 RM 2,174,306 2011 RM 122,943
487,849
543,577
30,736
352,707 (35,279) 5,723
302,702 (35,279) -
46,996 -
(811,000) (487,849) -
(811,000) (543,577) -
(77,732) (30,736) -
The amounts of temporary differences for which no deferred tax assets have been recognised in the statements of financial positions are as follows:
Group 2012 RM Excess of capital allowances claimed over corresponding accumulated depreciation Unutilised capital allowances Unabsorbed tax losses (8,634,278) 7,140,533 1,897,809 404,064
Company 2012 RM (1,563,549) 55,817 1,879,561 371,829 2011 RM (2,164,020) 4,028,662 1,879,561 3,744,203
Deferred tax assets have not been recognised in respect of these items as it is not probable that future taxable profits will be available against which the above deductible temporary differences can be utilised.
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25. EARNINGS PER SHARE The basic earnings per share as at 31 August 2012 is arrived at by dividing the Groups profit attributable to the owners of the Company of RM1,951,396 (2011: Companys profit attributable to the owners of the Company of RM122,943) for the financial year divided by weighted average number of ordinary shares in issue during the financial year of 100,000,000 (2011: 100,000,000) The fully diluted earnings per share for the Group is not presented as there were no dilutive potential ordinary shares outstanding at the end of the reporting year.
26. ACQUISITION OF SUBSIDIARY COMPANIES During the financial year, the Group acquired the following subsidiaries: (i) On 8 March 2012, the Company acquired the entire issued and paid-up share capital of King Arts Limited, a dormant company incorporated in Hong Kong, representing 1 ordinary share for a total consideration of Hong Kong Dollar 1.
(ii) On 16 July 2012, the Company acquired the entire issued and paid-up share capital of Pioneer Streams Consolidated Sdn. Bhd., a company incorporated in Malaysia, representing 100,000 ordinary shares of RM1 each for a total consideration of RM200,000. The fair value of the identifiable assets and liabilities of the subsidiary companies acquired as at the dates of acquisition were:At dates of acquisition Carrying Fair value amount recognised RM RM Property, plant and equipment Deposit paid Cash and bank balances Total identifiable net assets Goodwill on acquisition Total purchase consideration Less: Cash and bank balances of subsidiaries acquired Net cash outflow for acquisition of subsidiary companies 14,462 3,600 101,762 119,824 14,462 3,600 101,762 119,824 80,176 200,000 (101,762) 98,238
The acquired subsidiaries have contributed a loss after taxation amounting to RM26,557 to the results of the Group. If the acquisition had taken place at the beginning of the financial year, the Groups loss after taxation would have been RM6,733.
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27. RELATED PARTY DISCLOSURE (a) Identities of related parties (i) (ii) The Group has a controlling related party relationship with its direct subsidiaries as disclosed in Note 7 to the financial statements; and The Executive Directors who are the key management personnel.
(b) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company carried out the following significant transactions with the related parties during the financial year:(i) Subsidiary company
Company 2012 RM Management fee paid/payable to a subsidiary company 235,072 2011 RM -
(ii)
Key management compensation

Group 2012 RM Short term employee benefits - Salaries and wages - Defined contribution plans - Others 42,000 5,040 178,292 Company 2012 RM 42,000 5,040 82,968 2011 RM 92,700 3,500 7,200
28. FINANCIAL INSTRUMENTS The Groups activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Groups overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Groups financial performance. (a) Financial Risk Management Policies The Groups policies in respect of the major areas of treasury activity are as follows: (i) Market Risk (i) Foreign Currency Risk The Group and the Company is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than RM. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.
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The net unhedged financial assets of the Group and of the Company not denominated in RM are as follows:Hong Kong Dollar RM 1,330,550 (405,667) 1,147,386 2,072,269 United States Dollar RM 718,566 (5,264,709) 425,419 (4,120,724)
Group 2012 Trade and other receivables Amount owing to a shareholder Trade and other payables Cash and bank balances Currency exposure Company 2012 Trade and other receivables Amounts owing by subsidiary companies Cash and bank balances Currency exposure
Total RM 2,049,116 (5,264,709) (405,667) 1,572,805 (2,048,455)
1,157,148 3,629,704 2,843 4,789,695
626,300 626,300
1,157,148 4,256,004 2,843 5,415,995
The Company had no foreign currency exposure for the financial year ended 31 August 2011.
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Foreign Currency Risk Sensivity Analysis The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting period, with all other variables held constant:Group 2012 RM Increase/ (Decrease) Effects on profit after taxation/ equity Strengthened by 10% - Hong Kong Dollar 207,227 - United States Dollar (412,072) Weakened by 10% - Hong Kong Dollar - United States Dollar (207,227) 412,072 Company 2012 2011 RM RM Increase/ Increase/ (Decrease) (Decrease)
480,303 62,630 (480,303) (62,630)
(ii) Interest Rate Risk The Groups and Companys exposure to interest rate risk arises mainly from hire purchase. Its policy is to obtain the most favourable interest rates available. Interest Rate Risk Sensitivity Analysis The Group is not exposed to interest rate risk as the interest-bearing financial instruments carry fixed interest rate and are measured at amortised cost. (iii) Equity Price Risk The Group does not have any quoted investments and hence is not exposed to price risk. (ii) Credit Risk The Groups exposure to credit risk, or the risk of counterparties defaulting, arises mainly from receivables. The maximum exposure to credit risk is represented by the carrying amount of this financial asset in the statements of financial position reduced by the effects of any netting arrangements with counterparties.
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The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment. Credit risk concentration profile The Groups major concentration of credit risk relates to the amounts owing by four customers which constituted 100% of the outstanding trade receivables of the Group at the reporting date. Exposure to credit risk As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets at the reporting date. Ageing analysis The ageing analysis of the Groups and the Companys trade receivables at the reporting date is as follows:-
Group 2012 RM Not past due Due past - less than 3 months - within 3 to 6 months 1,203,148 672,566 1,875,714
Company 2012 RM 609,550 547,598 1,157,148 2011 RM 297,526 683,823 722,670 1,704,019
Trade receivables of the Group and the Company that are past due but not impaired are unsecured in nature. They are creditworthy receivables.
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(iii) Liquidity and Cash Flow Risk The Groups exposure to liquidity and cash flow risks arises mainly from general funding and business activities. The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):Weighted Average Effective Carrying Rate Amount % RM 403,654 525,367 5,264,709 6,193,730
Weighted Average Effective Rate %
Group
2012 Trade payables Other payables and accruals Amount owing to a shareholder
Contractual Undiscounted Cash Flows RM 403,654 525,367 5,264,709 6,193,730
Within 1 year RM 403,654 525,367 3,764,709 4,693,730
1-2 years RM 1,500,000 1,500,000
2-5 years RM -
Over 5 years RM -
Company
2012 Other payables and accruals
Carrying Amount RM
Contractual Undiscounted Cash Flows RM
Within 1 year RM
1-2 years RM
2-5 years RM
Over 5 years RM
480,011
480,011
480,011
Company
2011 Trade payables Other payables and accruals Hire purchase payables
Weighted Average Effective Rate % 7.24
Carrying Amount RM 13,367 389,484 4,650 407,501
Contractual Undiscounted Cash Flows RM 13,367 389,484 4,739 407,590
Within 1 year RM 13,367 389,484 4,739 407,590
1-2 years RM -
2-5 years RM -
Over 5 years RM -
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(b) Capital Risk Management The Group manages its capital to ensure that the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders value. To achieve th is objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares. The Group manages its capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as net debt divided by total capital. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. The debt-to-equity ratio of the Group as at the reporting date is 0.34.
Group 2012 RM Trade payables Other payables and accruals Amount owing to a shareholder Less: Fixed deposits with licensed banks Less: Cash and bank balances Net debt Total equity Debt-to-equity ratio 403,654 525,367 5,264,709 6,193,730 (361,250) (2,984,957) 2,847,523 8,425,136 0.34
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(c) Classification Of Financial Instruments
Group 2012 RM Financial assets Loan and receivables financial assets Trade receivables Other receivables, deposits and prepayments Amounts owing by subsidiary companies Fixed deposits with licensed banks Cash and bank balances Company 2012 RM 2011 RM
1,875,714 376,813 361,250 2,984,957 5,598,734
1,157,148 39,994 4,582,080 211,250 1,228,170 7,218,642
1,704,019 169,567 1,291,576 76,313 3,241,475
Financial liabilities Other financial liabilities Trade payables Other payables and accruals Amount owing to a shareholder Hire purchase payables
403,654 525,367 5,264,709 6,193,730
480,011 480,011
13,367 389,484 4,650 407,501
(d) Fair Values Of Financial Instruments The carrying amounts of the financial assets and financial liabilities reported in the financial statements approximated their fair values. Fair value estimates are made at a specific point in time and based on relevant market information and information about the financial instruments. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. ` (e) Fair value hierarchy As at 31 August 2012, there were no financial instruments measured at fair value in the statements of financial position.
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29. OPERATING SEGMENTS Operating segments are prepared in a manner consistent with the internal reporting provided to the Executive Directors as its chief operating decision makers in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided. The Group is organised into main business segments as follows:(i) Tracking solutions
Developing and operating an internet based automatic vehicle locating system using satellite and wireless tele-communication solutions.
(ii) Hosting services The hosting services segment commenced operation during the year and it is in the business of provision of internet hosting services to internet content providers. Other segments comprise companies providing management services and dormant companies. The Executive Directors assess the performance of the operating segments based on operating profits or losses which is measured differently from those disclosed in the consolidated financial statements. The Executive Directors are of the opinion that all inter segment transactions are entered into in the normal course of business and are at arms length basis in a manner similar to transactions with third parties.
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Business segments Tracking solutions RM Hosting services RM
Group 2012 Revenue External revenue Inter-segment elimination External revenue
Others RM
Total RM
5,762,420 5,762,420
6,902,171 6,902,171
240,000 (240,000) -
12,904,591 (240,000) 12,664,591
Results Segment results Interest income Interest expenses Profit before taxation Income tax expense Profit after taxation Segment assets Segment liabilities Other information Capital expenditures Gain on foreign exchange unrealised Gain on disposal of property, plant and equipment Depreciation of property, plant and equipment Amortisation of development expenditures Property, plant and equipment written off Write-down of inventories
2,343,874 11,594 (89) 2,355,379 2,355,379 4,342,276 493,342
(4,653) 9 (4,644) (4,644) 9,080,824 5,699,189
(400,638) 1,299 (399,339) (399,339) 1,195,766 1,199
1,938,583 12,902 (89) 1,951,396 1,951,396 14,618,866 6,193,730
1,554 (71,696) (59,930) 374,090 140,435 381,663 600,000
8,458,628 (6,144) 1,447,432 -
202,360 27,480 -
8,662,542 (77,840) (59,930) 1,849,002 140,435 381,663 600,000
62

Geographical information Revenue RM 725,017 11,939,574 12,664,591 Non-current assets RM 1,960,769 7,036,957 8,997,726
Group 2012 Malaysia Hong Kong United States of America
Major Customers No segmental disclosure for the financial year ended 31 August 2011 as the Company was principally engaged in the business of tracking solutions, which was substantially within a single business segment. The Company operates primarily in Malaysia. Information about major customers Group
Revenue Provision of hosting services to internet service providers in Hong Kong Provision of tracking solution in Hong Kong No. of Customers 3 1 %* 54.5 39.8 2012 RM 6,902,171 5,037,403
Note: *- Computed based on revenue from major customers by business segments over total revenue.
30. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (i) On 6 September 2011, the Company incorporated two wholly-owned subsidiaries in Malaysia under the names of Imagine Data Sdn. Bhd. (IDSB) and Nautical Angle Sdn. Bhd. (NASB). The issued and paid-up share capital of IDSB and NASB are 2 ordinary shares of RM1 each, respectively. On 8 March 2012, the Company acquired the entire issued and paid-up share capital of King Arts Limited, a company incorporated in Hong Kong, representing 1 ordinary share for a total consideration of Hong Kong Dollar 1. On 16 July 2012, the Company acquired the entire issued and paid-up share capital of Pioneer Streams Consolidated Sdn. Bhd., a company incorporated in Malaysia, representing 100,000 ordinary shares of RM1 each for a total consideration of RM200,000.
(ii)
(iii)
63

31. SUPPLEMENTARY INFORMATION BREAKDOWN OF ACCUMULATED LOSSES INTO REALISED AND UNREALISED The breakdown of the accumulated losses of the Group and the Company at end of reporting period into realised and unrealised losses is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Group 2012 RM Total accumulated losses of the Group and the Company - Realised - Unrealised Accumulated losses of the Group and the Company (3,688,470) 77,840 (3,610,630)
Company 2012 RM 2011 RM
(3,459,416) 71,696 (3,387,720)
(5,562,026) (5,562,026)
32. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS These financial statements were authorised for issue on 27 December 2012 by the Board of Directors.
64
Analysis of Shareholdings as at 18 January 2013

Share Capital
Authorised Share Capital Issued and Fully Paid-up Capital Class of Shares Voting Rights : : : : : RM10,000,000 RM10,000,000 Ordinary Shares of RM0.10 each One vote per shareholder on a show of hands One vote per share on a poll
Size of Shareholdings
Size of Shareholdings Less than 100 shares 100-1,000 shares 1,001-10,000 shares 10,001-100,000 shares 100,001 to less than 5% of Issued shares 5% and above of issued shares Total No .of Shareholders 5 133 821 998 138 1 2,096 % of Shareholders 0.24 6.35 39.17 47.61 6.58 0.05 100 No. of Shares 203 91,947 5,465,950 36,850,600 47,901,800 9,689,500 100,000,000 % of Issued Share Capital 0.00 0.09 5.47 36.85 47.90 9.69 100
List of Substantial Shareholders as at 18 January 2013

Name of Substantial Shareholders Fong Shu Cheung No. of Shares 9,689,500 Percentage (%) 9.69
Statement of Directors Interest in Shares as at 18 January 2013

Name Lai Ka Wai Yuen Chun Fai Lee Chee Cheng Lee Choong Kin Chua Hwa Nian Cybertowers Berhad Direct Interest Indirect Interest No. of Shares % No. of Shares % -
65
List of 30 Largest Shareholders as at 18 January 2013

No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13 14. 15. 16. 17. 18. 19. 20. 21. 22. Name of Shareholders Fong Shu Cheung Foo Choon Tow Public Nominees (Tempatan) Sdn. Bhd. Nor Ashikin Binti Khamis Kuasatek (M) Sdn Bhd Abu Hassan Bin Hashim Chew Weng Choy Lim Jim Yee Reill Edward Champley Koh Kim Boon Alliance Group Nominees ( Tempatan) Sdn Bhd Pledged Securities Account For Sho Boon Chin Chong Wang Leong SJ Sec Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Francis Ho Ik Sing Tan Kok Hong Tan Teong Heng Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Lee Jun Foh Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Tan Geok Heong TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Lim Hock Sing Liew Kee Huat Rolni Chuah Hock Soon Twin Ocean Investment Limited Maybank Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Lee Sia You No. of Shares 9,689,500 3,231,400 2,020,000 1,982,300 1,500,000 1,465,000 1,400,000 1,350,000 1,335,800 1,076,900 1,000,000 1,000,000 970,200 900,000 775,000 720,000 700,000 700,000 690,000 635,000 570,000 507,000 Percentage 9.69 3.23 2.02 1.98 1.50 1.47 1.40 1.35 1.34 1.08 1.00 1.00 0.97 0.90 0.78 0.72 0.70 0.70 0.69 0.64 0.57 0.51
66
List of 30 Largest Shareholders as at 18 January 2013

23. 24. 25. 26. 27. 28. 29. 30. Alliance Group Nominees (Tempatan) Sdn Bhd Chua Keng Liang Soo Wing Ching Chin Kueh Fah Chong Chee Kiang Hee Lin Ruey Jean Tay Keng Chong Yee Boon Hong Maybank Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Mohammad Zuhannes Bin Dzulkifli 500,000 500,000 430,000 400,000 400,000 400,000 400,000 383,700 0.50 0.50 0.43 0.40 0.40 0.40 0.40 0.38
67
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting of the Company will be held at Hotel Sri Petaling, 30, Jalan Radin Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur on Thursday, 28 February 2013 at 10.00 a.m. for the following purposes:-
AGENDA
As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 August 2012 together with the Reports of the Directors and Auditors thereon. (Resolution 1) 2. To approve the payment of directors fees amounting to RM 128,491 in respect of financial year ended 31 August 2012. (Resolution 2) 3. To re-elect the following as Directors pursuant to the Companys Articles of Association: 3.1 3.2 3.3 3.4 Mr. Lee Chee Cheng (Article 83) Mr. Lee Choong Kin (Article 90) Mr. Chua Hwa Nian (Article 90) Mr. Yuen Chun Fai (Article 90) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6)
4. To re-appoint Messrs Siew Boon Yeong & Associates as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 7) As Special Business 5. To consider and, if thought fit, pass the following resolution: (Resolution 8) Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and be hereby empowered to allot and issue shares in the Company, at any time, at such price, until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares does not exceed 10% of the issued share capital of the Company at the time of issue and THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued, subject to the Companies Act, 1965, the Articles of Association of the Company and approval from the Bursa Malaysia Securities Berhad and other relevant bodies where such approval is necessary. On Behalf Of The Board
Jauhari Bin Hassan (LS 03681) Secretary 6 February 2013
68

Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint one (1) or more proxies (or in the case of a corporation, a duly authorized representative) to attend and vote in his/her stead. A proxy may but need not to be a member of the Company and the provision of Sections 149(a) and (b) of the Companies Act, 1965 shall not apply to the Company. 2. A member may appoint two (2) or more proxies to attend and vote at the same meeting, such appointment shall invalid unless the member specifies the proportion of his/her shareholdings to be represented by each proxy. 3. A member who is an authorized nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint one (1) proxy in respect of each securities account. 4. The instrument appointing a proxy shall be in writing in the hand of the appointer or his attorney duly authorized in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorised. 5. The instrument appointing a proxy must be deposited at the Registered Office of the Company, Ground Floor, 8, Lorong University B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan not less than fortyeight (48) hours before the time for holding the meeting or any adjournment thereof.
EXPLANATORY NOTE ON THE SPECIAL BUSINESS Resolution 8 Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 The proposed Resolution 8, if passed, will empower the Directors of the Company, from the date of the Annual General Meeting, to issue shares (other than bonus or rights issue) of the Company up to and not exceeding in total 10% of the issued share capital of the Company at the time of issue for such purpose as they considered would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. As at the date of this Notice, no new shares of the Company were issued pursuant to the mandate granted to the Directors of the Company at the Fifteenth Annual General Meeting held on 28 February 2012. The new mandate will provide flexibility to the Company to issue new shares without the need to convene a separate general meeting to obtain shareholders approval so as to avoid incurring additional cost and time. The purpose of this general mandate is for any possible fund raising activities, including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital and/or acquisitions.
69
Statement Accompanying Notice of Annual General Meeting

1. Directors who are standing for re-election at the Sixteenth Annual General Meeting of Cybertowers Berhad are: 1.1 1.2 1.3 1.4 Mr. Lee Chee Cheng (Article 83) Mr. Lee Choong Kin (Article 90) Mr. Chua Hwa Nian (Article 90) Mr. Yuen Chun Fai (Article 90)
The aforesaid Directors shareholdings is set out on page 61 of this Annual Report. Further details of the Directors are set out in the Profile of the Board of Directors on page 5 to page 7 of this Annual Report. 2. Date, time and place of the Sixteenth Annual General Meeting The Sixteenth Annual General Meeting of Cybertowers Berhad will be held at Hotel Sri Petaling, 30, Jalan Radin Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur on Thursday, 28 February 2013 at 10.00 a.m. 3. Attendance of Board of Directors Meetings Eight (8) Board meetings were held during the financial year from 1 September 2011 to 31 August 2012. Details of attendance of Directors at Board meetings are as follows:Number of meetings held 6 5 5 8 8 3 3 2 Number of meetings attended 6 3 3 8 5 3 3 2
Name Wong Kek Wei (Resigned on 22.6.2012) Wong Chook Ping (Resigned on 3.4.2012) Por Yew Guan (Resigned on 20.4.2012) Lee Chee Cheng Lai Ka Wai Lee Choong Kin (Appointed on 3.4.2012) Chua Hwa Nian (Appointed on 20.4.2012) Yuen Chun Fai (Appointed on 25.4.2012)
Designation Managing director Non-Executive Chairman Independent Non-Executive Director Independent Non-Executive Director Executive Director Independent Non-Executive Director Independent Non-Executive Director Executive Director
70
CYBERTOWERS BERHAD (385635-V) Annual Report 2012 PROXY FORM

I/We______________________________________________________________________________________________
(FULL NAME IN BLOCK LETTERS)
of_______________________________________________________________________________________________
(FULL ADDRESS)
being a member of CYBERTOWERS BERHAD, hereby appoint ________________________________________________________________________________________________

(FULL NAME)
of _____________________________________________________________________________________________
(FULL ADDRESS)
or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the Sixteenth Annual General Meeting of the Company to be held at Hotel Sri Petaling, 30, Jalan Radin Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur on Thursday, 28 February 2013 at 10.00 a.m. or at any adjournment thereof. My/our proxy is to vote as indicated below:-
Resolution
Resolution 1 To receive the Audited Financial Statements for the financial year ended 31 August 2012 together with the Reports of the Directors and Auditors thereon. To approve the payment of directors fees amounting to RM 128,491 in respect of financial year ended 31 August 2012. To re-elect the following as Directors pursuant to the Companys Articles of Association: Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Mr. Lee Chee Cheng (Article 83) Mr. Lee Choong Kin (Article 90) Mr. Chua Hwa Nian (Article 90) Mr. Yuen Chun Fai (Article 90) To re-appoint Messrs. Siew Boon Yeong & Associates as Auditors of the Company and to authorize the Directors to fix their remuneration. Authority to allot shares pursuant to Section 132D of the Companies Act, 1965.
For
Against
Resolution 2
Resolution 8
(Please indicate with an X in the appropriate box against each Res olution how you wish your proxy to vote. If no instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion). Signed this___________ day of __________________2013 Number of shares held _________________________________ Signature of Shareholder or Common Seal
NOTES:1. A member entitled to attend and vote at the meeting is entitled to appoint one (1) or more proxies (or in the case of a corporation, a duly authorised representative) to attend and vote in his/her stead. A proxy may but need not to be a member of the Company and the provision of Sections 149(a) and (b) of the Companies Act, 1965 shall not apply to the Company. 2. A member may appoint two (2) or more proxies to attend and vote at the same meeting, such appointment shall be invalid unless the member specifies the proportion of his/her shareholdings to be represented by each proxy. 3. A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 ma y appoint one (1) proxy in respect of each securities account. 4. The instrument appointing a proxy shall be in writing in the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorised 5. The instrument appointing a proxy must be deposited at the Registered Office of the Company, Ground Floor, 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
71
Please fold here Affix Stamp
To:
Here
The Company Secretary CYBERTOWERS BERHAD (385635-V) Ground Floor, 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
Please fold here
72

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CYBERTOWERS BERHAD (385635-V) Annual Report 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

COMPANY SECRETARY Jauhari Bin Hassan LS 03681

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

AUDITORS Siew Boon Yeong & Associates AF:0660 Chartered Accountants

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Lai Ka Wai Executive Director

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

MR. YUEN CHUN FAI

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

MR. LEE CHOONG KIN

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Corporate Governance Statement

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Corporate Governance Statement

Salaries and allowance Other emoluments Total

The number of Directors in each remuneration band is as follows:Executive 1 1 2 Non-Executive 3 3

RM0-RM50,000 RM50,001-RM100,000 Total

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Corporate Governance Statement

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Corporate Governance Statement

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Corporate Governance Statement

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Audit Committee Report

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Audit Committee Report

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Audit Committee Report

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

Statement On Internal Control

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

LAI KA WAI Director

YUEN CHUN FAI Director

Kuala Lumpur, Date: 27 December 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

ABD RAHMAN BIN ZAHARI [W599]

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

SIEW BOON YEONG & ASSOCIATES

SIEW BOON YEONG

Kuala Lumpur, Date: 27 December 2012

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

STATEMENTS OF FINANCIAL POSITION as at 31 August 2012

8,775,386 222,340 8,997,726

1,563,550 142,164 200,005 1,905,719

2,307,358 282,599 2,589,957

22,406 1,875,714 376,813 361,250 2,984,957 5,621,140

1,157,148 39,994 4,582,080 211,250 1,228,170 7,218,642 9,124,361

1,046,113 1,704,019 169,567 1,291,576 76,313 4,287,588 6,877,545

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

CYBERTOWERS BERHAD (385635-V) Annual Report 2012

STATEMENTS OF FINANCIAL POSITION as at 31 August 2012

10,000,000 2,032,070 3,696 (3,610,630) 8,425,136

10,000,000 2,032,070 (3,387,720) 8,644,350

10,000,000 2,032,070 (5,562,026) 6,470,044

403,654 525,367 3,764,709 4,693,730

480,011 480,011 480,011 9,124,361