FINANCIALS 2010 ANNUAL REPORT

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1 ANNUAL REPORT 2010 FINANCIALS 2010 This Annual Report has been prepared by the Company and its contents have been reviewed by the Company s Sponsor, Stamford Corporate Services Pte Ltd, for compliance with the relevant rules of the Exchange. The Company s Sponsor has not independently verified the contents of this Annual Report. This Annual Report has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this Annual Report including the correctness of any of the statements or opinions made or reports contained in this Annual Report. The contact person for the Sponsor is Mr Soh Chun Bin. Tel: chunbin.soh@stamfordlaw.com.sg

2 CONTENTS Infinio Corporate DIRECTORY 1 FINANCIAL Review 2 CORPORATE GOVERNANCE STATEMENT 3 AUDITED ACCOUNTS 12 Statistics of SHAREHOLDINGS 66 Statistics of Warrants 68 Notice of Annual General Meeting 70 Proxy Form

3 CORPORATE DIRECTORY Board of Directors Jeffrey Soong Hai Tien CEO and Managing Director Tang Kok Kong Non-Executive Director Raymond Ho D Orville Independent Director Kun Swee Tiong Andy Independent Director Isaac Ng Poh Seng Independent Director Ross Alan Pollack Independent Director Nominating Committee Kun Swee Tiong Andy Chairman (w.e.f 4 June 2009) Raymond Ho D orville Member Tang Kok Kong Member Place of business 2 Leng Kee Road #03-04 Thye Hong Centre Singapore Remuneration Committee Isaac Ng Poh Seng Chairman (w.e.f 4 June 2009) Kun Swee Tiong Andy Member (w.e.f 4 June 2009) Ross Alan Pollack Member (w.e.f 2 Nov 2009) Audit Committee Raymond Ho D orville Chairman Tang Kok Kong Member Isaac Ng Poh Seng Member (w.e.f 4 June 2009) Company Secretary Lee Bee Fong Share Registrar and Share Transfer Office Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) 8 Cross Street #11-00 PWC Building Singapore Solicitors Straits Law Rabi Ahmad and Co Registered Office 8 Cross Street #11-00 PWC Building Singapore Tel No: (65) Fax No: (65) Auditors Nexia TS Public Accounting Corporation Certified Public Accountants 5 Shenton Way #16-00 Singapore Date of Appointment: 16 May 2007 Director-in-charge: Ms Kristin Kim (appointed since the financial year ended 31 March 2007) Principal Bankers United Overseas Bank Limited Standard Chartered Bank Citibank, N.A. INFINIO ANNUAL REPORT

4 FINANCIAL REVIEW During the year, the group fully exited the education business and entered into the New Media business with Broadband Network Systems. The operation loss reported is the result of expansion efforts. However, the second half results reflect an improvement over the first half and management believes that as the market develops further, the Group s prospects will continue to improve. The management has decided to impair non-performing assets of the online business, resulting in a significant impairment charge of $3.696m from $1.019m, an increase of 263%. The revenue for the full year relates to the newly acquired business which is still in the process of expansion and income building. The change in business accounts for significant change to the revenue and cost profile when compared to the previous year. Revenue for the full year increased 732% from $0.214m to $1.781m. This is due to full year recognition of IPTV revenue from the business of Broadband Network Systems Ltd (BNS), acquired last year. Other income declined as the company the education business was discontinued. The revenue in respect of IPTV solutions is in book building phase hence the company expects to secure more projects in the short to medium term. Purchases of $1.201m which relate to equipment and content purchases in relation to the supply of IPTV solutions became a significant cost component when compared to the previous year. Professional fees for the year were comparable to the previous year as the Group explored various opportunities to expand the business and also raise funds for the Company. Historical legal matters remain outstanding and the company also initiated legal action in relation to debts outstanding and non-performance in respect of the online game business previously acquired. To target major clients in the region in the new area of business, new offices BNS Singapore and Infinio Korea were established. Staff cost increased 185%, from $0.903m to $2.578m on the back of an increase in staff and a different staff profile compared the Education business previously. Amortisation increased 169% from $0.227m to $0.610m due to an increase in intangible assets associated with the online and IPTV solutions business. INFINIO ANNUAL REPORT 2010

5 CORPORATE GOVERNANCE STATEMENT The Board of Directors (the Board ) of Infinio Group Limited is committed to maintaining a high standard of corporate governance within the Company and its subsidiaries (the Group ). Sound corporate governance ensures greater transparency, protecting and enhancing the interests of its shareholders as well as strengthening investors confidence in its management and financial reporting. The main corporate governance practices adopted by the Group and Company are outlined below. 1. Board of Directors (the Board ) Principle 1: The Board s conduct of affairs Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with management to achieve this and the management remains accountable to the Board. The Board holds meetings on a regular basis throughout the year to oversee, review and approve the Group s major strategic plans as well as major investments, disposals and funding matters. The Board is also responsible for the overall corporate governance of the Group. The Board conducts regular scheduled meetings and attendance by directors during the year was regular. Ad-hoc meetings are also arranged as and when the need arises. Attendance of the directors at meetings of the Board and Board committees, as well as the frequency of such meetings, are as follows Attendance at Meetings Board of Directors Audit Committee Remuneration Committee Nominating Committee Name No. of meetings held No. of meetings attended No. of meetings held No. of meetings attended No. of meetings held No. of meetings attended No. of meetings held No. of meetings attended Jeffrey Soong Hai Tien (1) Ng Kian Aik Paul (2) Wong Kuan Kit Keith (3) Hong Seong Soo (4) Tang Kok Kong Raymond Ho D Orville (5) Kun Swee Tiong Andy (6) Isaac Ng Poh Seng (6) Ross Alan Pollack (7) Notes: (1) Jeffrey Soong Hai Tien has been appointed as Executive Director on 15 April (2) Mr Ng Kian Aik Paul has resigned as Executive Director on 21 January (3) Mr Wong Kuan Kit Keith has resigned as Executive Director on 5 February (4) Mr Hong Seong Soo has resigned as Executive Director on 1 November (5) Mr Raymond Ho D Orville has resigned as member of the Remuneration Committee of the Company on 2 November (6) Mr Kun Swee Tiong Andy and Mr Isaac Ng Poh Seng have been appointed as Independent Director on 4 June Mr Kun Swee Tiong Andy was appointed as Chairman of the Nominating Committee and member of the Remuneration Committee on 4 June Mr Isaac Ng Poh Seng was appointed as Chairman of the Remuneration Committee and member of Audit Committee on 4 June (7) Mr Ross Alan Pollack has been appointed as Independent Director on 1 September He was appointed as member of the Remuneration Committee of the Company on 2 November All Directors are updated regularly on the changes in company policies, board process, corporate governance and best practices in compliance with the relevant legislation and regulations including the Listing Manual of the SGX-ST. INFINIO ANNUAL REPORT 2010

6 CORPORATE GOVERNANCE STATEMENT (CONT D) Principle 2: Board Composition and Guidance There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board s decision making. As at the date of this report, the Board comprises of one executive director and four independent directors and one non-executive director. Key information regarding the directors can be found under the Board of Directors Profile section of this Annual Report. The Nominating Committee reviews the independence of each director annually. The Nominating Committee adopts the Code s definition of what constitutes an independent director in its review. The Nominating Committee is of the view that the current composition of the Board, exhibits a level of independence that sufficiently enables the Board to exercise objective judgment on corporate affairs independently from the management. The Nominating Committee is also of the view that no individual or small groups of individuals dominate the Board s decision-making processes. The Board is of the view that the size of the current board, comprising six directors is appropriate, with reference to the scope and extent of the Groups operations. The Board considers that its composition of Directors is well-balanced, each director having well-mixed knowledge, business network and commercial experience. Coupled with the independence element provided by the Independent Directors, the Board considers itself effective and capable of ensuring all corporate strategies are well directed while all proposals and significant issues brought to the Board by the executive management are thoroughly discussed arid examined, focusing on the long term interests of the Group. Principle 3: Role of Chairman and Chief Executive Officer There should be a clear division of responsibilities at the top of the company the working of the Board and the executive responsibility of the company s business which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power. The Company does not have a Chairman. Mr Jeffrey Soong Hai Tien has assumed the position as Chief Executive Officer and Managing Director of the Company since 12 June Mr Jeffrey Soong has full executive responsibilities over business directions and operational decisions of the Group. The Audit Committee reviews all major decisions made by the Chief Executive Officer and Managing Director. The Nominating Committee periodically reviews his performance and his appointment to the Board and the Remuneration Committee periodically reviews his remuneration package. The Board is of the view that there is a balance of power and authority with the various committees chaired by the Independent Directors. Principle 4: Board Membership There should be a formal and transparent process for the appointment of new directors to the Board. The Nominating Committee comprises non-executive directors, a majority of whom including the Chairman, are independent. The members are Mr Kun Swee Tiong Andy (Chairman), Mr Raymond Ho D Orville and Mr Tang Kok Kong. INFINIO ANNUAL REPORT 2010

7 CORPORATE GOVERNANCE STATEMENT (CONT D) The Nominating Committee is responsible for (i) re-nomination of the Directors having regard to the Directors contribution and performance, (ii) determining annually whether or not a Director is independent and (iii) deciding on whether or not a Director is able to and has been adequately carrying out his duties as a director. The Company believes that Board s renewal must be an on-going process, to ensure good governance and to maintain relevance to the business as well as changing needs of the company. New directors are appointed by way of a Board Resolution, after the Nominating Committee has approved their nomination. In its search and selection process for new directors, the Nominating Committee taps on the resources of directors personal contacts and recommendations of potential candidates and appraises the nominees to ensure that the candidates possess relevant experience and have the calibre to contribute to the Group and its businesses, having regard to the attributes of the existing Board and the requirements of the Group. The Company s Articles of Association require one-third of the Directors (excluding the Managing Director) to retire and subject themselves to re-election by shareholders at every Annual General Meeting ( AGM ). In other words, no director stays in office for more than three years without being re-elected by shareholders. This will enable all shareholders to exercise their rights in selecting all Board members. Directors of or over 70 years of age required to be re-elected every year at the AGM under Section 153(6) of the Companies Act, Cap. 50 before they can continue to act as Director. The Board, through the delegation of its authority to the Nominating Committee, has used its best efforts to ensure that directors appointed to the Board possess the background, experience and knowledge in technology, business, finance and management skills critical to the Group s business and that each Director, through his or her unique contributions, bring to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made. Each member of the Nominating Committee abstains from voting on any resolutions and making any recommendation and/or participating in respect of matters in which he is interested. Principle 5: Board Performance There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board. The Board, through the delegation of its authority to the Nominating Committee, has used its bests efforts to ensure that directors appointed to the Board possess the background, experience and knowledge in technology, business, finance and management skills critical to the Group s business and that each Director, through his of her unique contributions, bring to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made. A formal review of the Board s performance will be undertaken collectively and individually by the Board annually. The Nominating Committee will also review the Board s performance informally with inputs from the other Board members and the Managing Director and CEO. The evaluation exercise is carried out annually by way of a Board Assessment Checklist, which is circulated to the Board members for completion and thereafter, for the Nominating Committee to review and determine the actions required to improve the corporate governance of the Company and effectiveness of the Board and committees of the Board as a whole. INFINIO ANNUAL REPORT 2010

8 CORPORATE GOVERNANCE STATEMENT (CONT D) Principle 6: Access to information In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis. In order to ensure that the Board is able to fulfill its responsibilities, management is required to provide complete, adequate and timely information to the Board on Board affairs and issues that require Board s decision as well as on-going reports relating to operational and financial performance of the Company and the Group. Whenever appropriate, senior managers who can provide additional insight in the matters to be discussed are invited to attend the Board meeting. When a director is first appointed to the Board, an orientation program is arranged for him to ensure that he is familiar with the Company s business and governance practices. The Board has separate and independent access to the senior management and the Company Secretary at all times. Where necessary, the Company will, upon the request of directors (whether as a group or individually), provide them with independent professional advice, at the Company s expense, to enable them to discharge their duties. The Company Secretary is responsible for the compliance of the Board procedures and to ensure that the Company is in compliance with rules and regulations that are governed to the Company. All directors have separate and independent access to the advice and services of the Company Secretary. 2. Remuneration Matters Principle 7: Procedures for Developing Remuneration Policies There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration. Principle 8: Level and Mix of Remuneration The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors remuneration should be structured so as to link rewards to corporate and individual performance. Principle 9: Disclosure on Remuneration Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration and the procedure for setting remuneration in the company s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance. The Remuneration Committee comprises all Independent Directors. The members are Mr Isaac Ng Poh Seng (Chairman), Mr Kun Swee Tiong Andy and Mr Ross Alan Pollack. The Remuneration Committee was established to review the remuneration of the executive Directors of the Company and to provide a greater degree of objectivity and transparency in determining remuneration of executive Directors. INFINIO ANNUAL REPORT 2010

9 CORPORATE GOVERNANCE STATEMENT (CONT D) The Remuneration Committee reviews and recommends to the Board a framework of remuneration for the Directors and key executives, and determines specific remuneration packages for the Chief Executive Officer and Managing Director. The recommendations of the Remuneration Committee should be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors fees, salaries, allowances, bonuses, options and benefits in kind are covered by the Remuneration Committee. The Remuneration Committee has access to expert professional advice on human resource matters whenever there is a need to consult externally. In its deliberations, the Remuneration Committee takes into consideration industry practices and norms in compensation, in addition to the Company s relative performance to the industry and the performance of the individual directors. No Director will be involved in deciding his own remuneration. All Executive Directors of the Company have entered into a service agreement with the Company. The service agreements cover the terms of employment, specifically salary and other benefits. The remuneration of Independent Directors should be determined by his contribution to the Company, taking into account factors such as effort and time spent as well as his responsibilities on the Board. The Board will recommend the remuneration of the Independent Directors for approval at the AGM. Directors Remuneration The Executive Directors remuneration consists of salary, allowances and bonuses. Directors fees for Independent Directors are subject to shareholders approval at the AGM. The band of remuneration for each individual Director for the financial period under review are as follows: Remuneration Band and name of Director Salary* (%) Bonus# (%) Fees (%) Benefits (%) Share Option Above S$250,000 Jeffrey Soong Hai Tien ,000,000 Below S$250,000 Tang Kok Kong ,000,000 Raymond Ho D Orville ,000,000 Kun Swee Tiong Andy ,000,000 Isaac Ng Poh Seng ,000,000 Ross Alan Pollack ,000,000 Ng Kian Aik Paul (resigned on 21 January 2010) Wong Kuan Kit Keith (resigned on 5 February 2010) Hong Seong Soo (resigned on 1 November 2009) ,000, ,000, ,000,000 Tan Boon Kheng (20 April 2009) * Salary is inclusive of allowance, CPF and other emoluments # Bonus is inclusive of CPF Remuneration of Key Executives None of the key executives are paid more than the sum of S$250,000 a year. INFINIO ANNUAL REPORT 2010

10 CORPORATE GOVERNANCE STATEMENT (CONT D) Remuneration of other employees related to a Director There are no employees in the group whose annual remuneration exceeds S$150,000 are immediate family members of the CEO or any other Directors of the Company. 3. Accountability and Audit Principle 10: Accountability The Board should present a balanced and understandable assessment of the company s performance, position and prospects. The Board acknowledges that it is accountable to the shareholders and is mindful of the obligations to furnish timely information and to ensure full disclosure of material information in compliance with statutory reporting requirements. Price sensitive information is first publicly released, either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Principle 11: Audit Committee The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties. The Audit Committee of the Company is made up of two Independent Directors who possess appropriate accounting experience and/or related financial management expertise. Mr Raymond Ho D Orville, an Independent Director of the Company, chairs the Audit Committee. The other members of the Audit Committee are Messrs Tang Kok Kong and Isaac Ng Poh Seng. The Company s Audit Committee provides a channel of communication between the Board, management and external auditors on matters relating to audit. The responsibilities of the Audit Committee include: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Reviews with external auditors on their audit plans; Review the external auditors reports and the letter to management and management s response; Review the assistance given by the management to the external auditors; Review the scope and results of the internal audit procedures, if any; Review the financial statements of the Company and the Group before submission to the Board of Directors; Review the half-yearly and annual announcements as well as the press release on the results and financial positions of the Company and the Group; Recommend to Board on the appointment, re-appointment and removal of External Auditors and approving the remuneration and terms of engagement of the external auditors; Review the Group s compliance with such functions and duties as may be required under the relevant statutes or the SGX-ST Listing Manual, and by such amendments made thereto from time to time; Review interested person transactions in accordance with the requirements of the Catalist Rules; and Review the remuneration packages of employees who are related to the Directors and/or substantial shareholders. INFINIO ANNUAL REPORT 2010

11 CORPORATE GOVERNANCE STATEMENT (CONT D) Apart from the functions listed above, the Audit Committee shall also commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on the Group s operating results and/or financial position. In addition to the above, the Audit Committee will meet with the external auditors, in the absence of the management, at least once a year. The Audit Committee has full access to and the cooperation of the management. The external auditors have unrestricted access to the Audit Committee. The Audit Committee constantly bears in mind the need to maintain a balance between the independence and objectivity of the external auditors and the work carried out by the external auditors based on value for money considerations. The Audit Committee has recommended to the Board the nomination of Nexia TS Public Accounting Corporation, for reappointment as auditors of the Company at the forthcoming AGM. Principle 12: Internal Controls The Board should ensure that the management maintains a sound system of internal controls to safeguard the shareholders investments and the company s assets. Although the Board acknowledges that it is responsible for the overall internal control framework, it also recognises that no cost effective internal control system will preclude all errors and irregularities. A system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. Since listed in April 2003, the Audit Committee has on behalf of the Board, reviewed the effectiveness of the internal control system put in place by the management and is satisfied with the adequacy of internal controls in the Company. Principle 13: Internal Audit The company should establish an internal audit function that is independent of the activities it audits. The Audit Committee is currently looking into the formation of the internal audit function and whether this function will be outsourced to a qualified and professional form or undertaken internally. As of the date of this report, no internal auditors have been appointed. 4. Communication with Shareholders Principle 14: Communication with Shareholders Companies should engage in regular, effective and fair communication with shareholders. Principle 15: Greater Shareholder Participation Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their views on various matters affecting the company. INFINIO ANNUAL REPORT 2010

12 CORPORATE GOVERNANCE STATEMENT (CONT D) The Company communicates information to its shareholders and the investing community through the released of announcements to the SGX-ST via SGXNET. Such announcements include the half-year and full-year results, material transactions and other developments relating to the Group requiring disclosure under the corporate disclosure policy of the SGX-ST. The Company s Annual Report together with the notice of the AGM is sent to all shareholders of the Company. The Company s main forum for dialogue with shareholders takes place at its AGM, whereat members of the Board, senior management and the external auditors are in attendance. At the AGM, shareholders are given the opportunity to express their views and ask questions regarding the Company. At AGMs and other general meetings, separate resolutions will be set out on distinct issues for approval by shareholders. 5. Interested Person Transactions The Company has established procedures to ensure that all transactions with interested persons are reported on a timely manner to the Audit Committee and that the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders. There were no interested person transactions entered during the financial year under review. 6. Non-Audit Fees No non-audit fees were paid to the Auditors for the financial year ended 31 March Non-Sponsor Fees No non-sponsor fees were paid to the Sponsor for the financial year ended 31 March Dealings in Securities The Company has adopted policies in relation to dealings in the Company securities pursuant to the SGX-ST Best Practices Guide that are applicable to all its officers. The Company and its officers should not deal in the Company s shares during the period commencing two weeks before the announcement of the Company s financial results for the first three quarters of its financial year or one month before half-year or full-year financial results announcement, as the case may be, and ending on the date of the announcements of the relevant results. Directors are required to report securities dealings to the Company Secretary who will assist to make the necessary announcements. Directors and key executives are also expected to observe the insider-trading laws at all times even when dealing with securities within the permitted trading period. 10 INFINIO ANNUAL REPORT 2010

13 CORPORATE GOVERNANCE STATEMENT (CONT D) 9. Statement of Compliance The Board confirms that for the financial year ended 31 March 2010, the Company has generally adhered to the principles and guidelines as set out in the Code of Corporate Governance Risk Management and Processes The Company regularly reviews and improves its business and operational activities to identify areas of significant business risks as well as respond appropriately to control and mitigate these risks. The Company reviews all significant control policies and procedures and highlights all significant matters to the AC and Board. 11. Use of Proceeds For the financial year ended 31 March 2010, the Company raised approximately S$3.9 million by way of private placement. The proceeds have been utilised for the following purposes: Use of Funds S$000 Staff Cost S$860 Operating Expenses S$150 Other General Working Capital S$2,850 Total S$3,860 The utilisation of the proceeds was in accordance with the purposes previously announced. INFINIO ANNUAL REPORT

14 DIRECTORS REPORT The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 March 2010 and the balance sheet of the Company as at 31 March Directors The directors of the Company in office at the date of this report are as follows: Jeffrey Soong Hai Tien (appointed on 15 April 2009) Tang Kok Kong Raymond Ho D orville Kun Swee Tiong Andy (appointed on 4 June 2009) Isaac Ng Poh Seng (appointed on 4 June 2009) Ross Alan Pollack (appointed on 1 September 2009) Arrangements to enable directors to acquire shares and debentures Certain directors of the Company are entitled to receive bonus shares at the discretion of the management and subject to certain conditions as stated in their employment contracts. During the financial year, the management decided not to issue bonus shares to any directors of the Company. Except for the above, neither at the end nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Directors interests in shares and debentures According to the register of directors shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows: Holdings registered in name of director or nominee At beginning of the financial year At end of the financial year The Company (No. of ordinary shares) Jeffrey Soong Hai Tien 500, ,000 Tang Kok Kong 1,260,000 1,260,000 The directors interests in the ordinary shares of the Company as at 21 April 2010 were the same as those as at 31 March Directors contractual benefits Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in the accompanying financial statements and in this report. 12 INFINIO ANNUAL REPORT 2010

15 DIRECTORS REPORT (CONT D) Share Options (a) Infinio Group Limited Share Option Scheme The Infinio Group Limited Share Option Scheme (the Scheme ) for key management personnel and employees of the Group was approved by members of the Company at an Extraordinary General Meeting on 16 May Under the Scheme, options to subscribe for the ordinary shares of the Company are granted to key management personnel and employees, the exercise price of the options is determined at the average of the closing prices of the Company s ordinary shares as quoted on the Singapore Exchange for five market days immediately preceding the date of the grant. Options are granted at no discount or at a discount of 20% to the prevailing market price of the shares. The vesting of the options is conditional on the key management personnel or employees completing another one year for no discount and two years of service for a discount of 20% from the grant date. Once the options are vested, they are exercisable for a period for three years. The options may be exercised in full or in part in respect of 1,000 shares or a multiple thereof, on the payment of the exercise price. The persons to whom the options have been issued have no right to participate by virtue of the options in any share issue of any other company. The Group has no legal or constructive obligation to repurchase or settle the options in cash. The aggregate number of shares over which options may be granted on any date, when added to the number of shares issued and issuable in respect of all options granted under the Scheme, shall not exceed 15% of the issued share capital of the Company on the day preceding that date. On 11 August 2008, the Company granted options to subscribe for 14,150,000 ordinary shares of the Company at exercise price of $0.04 per share ( 2009 Options ). The 2009 Options are exercisable from 11 August 2010 and expire on 11 August On 12 June 2009, the Company granted further options to subscribe for 42,000,000 ordinary shares of the Company at exercise price of $0.045 per share. The options were issued at market price and are exercisable from 12 June 2010 and expire on 12 June A further 2,000,000 options were granted to Mr Ross Pollack upon his joining the Company as an Independent Director on 1 September In total 44,000,000 share options (The 2010 Options ) were granted during the financial year. The total value of the 2009 and 2010 Options granted was estimated to be $363,512 using the Black Scholes Model. Details of the options granted to the following directors of the Company are as follows: No. of unissued ordinary shares of the Company under option Name of directors Granted in financial year ended 31 March 2010 Aggregate granted since commencement of scheme to 31 March 2010 Aggregate exercised since commencement of scheme to 31 March 2010 Aggregate lapsed since commencement of scheme to 31 March 2010 Aggregate outstanding as at 31 March 2010 Jeffrey Soong Hai Tien 10,000,000 10,000, ,000,000 Tang Kok Kong 2,000,000 5,000, ,000,000 Raymond Ho D orville 2,000,000 3,000, ,000,000 Isaac Ng Poh Seng 2,000,000 2,000, ,000,000 Kun Swee Tiong Andy 2,000,000 2,000, ,000,000 Ross Alan Pollack 2,000,000 2,000, ,000,000 INFINIO ANNUAL REPORT

16 DIRECTORS REPORT (CONT D) Share Options (cont d) (a) Infinio Group Limited Share Option Scheme (cont d) No options have been granted to the controlling shareholders of the Company or their associates (as defined in the Listing Manual of Singapore Exchange Securities Trading Limited) and no participant under the Scheme has been granted 5% or more of the total options available under the Scheme. (b) Share options outstanding The number of unissued ordinary shares of the Company under option in relation to the Infinio Group Limited Share Option Scheme outstanding at the end of the financial year was as follows: No. of unissued ordinary shares under option at Exercise price Exercise period 2009 Options 13,000,000 $ Options 42,000,000 $ Options 2,000,000 $ Audit Committee The members of the Audit Committee at the end of the financial year were as follows: Raymond Ho D orville Tang Kok Kong Isaac Ng Poh Seng (Independent, Chairman) (Independent, member) (Independent, member) All members of the Audit Committee were non-executive directors. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In performing its functions, the Committee reviewed: The audit plan of the Company s independent auditor and any recommendations on internal accounting controls arising from the statutory audit; The assistance given by the Company s management to the independent auditors; and The balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended 31 March 2010 before their submission to the Board of Directors, as well as the independent auditor s report on the balance sheet of the Company and the consolidated financial statements of the Group. The Audit Committee has recommended to the Board of Directors that the independent auditor, Nexia TS Public Accounting Corporation, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company. 14 INFINIO ANNUAL REPORT 2010

17 DIRECTORS REPORT (CONT D) Independent Auditor The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept re-appointment. On behalf of the Board of Directors Jeffrey Soong Hai Tien Director Raymond Ho D orville Director Singapore 2 July 2010 INFINIO ANNUAL REPORT

18 STATEMENT BY DIRECTORS In the opinion of the directors, (a) (b) the balance sheet of the Company and the consolidated financial statements of the Group are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 March 2010 and the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. On behalf of the Board of Directors Jeffrey Soong Hai Tien Director Raymond Ho D orville Director Singapore 2 July INFINIO ANNUAL REPORT 2010

19 Independent Auditor s Report to the Members of Infinio Group Limited We were engaged to audit the accompanying financial statements of Infinio Group Limited (the Company ) and its subsidiaries (the Group ), which comprise the balance sheets of the Company and of the Group as at 31 March 2010, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory notes. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act (Cap. 50) (the Act ) and Singapore Financial Reporting Standards. This responsibility includes: (a) (b) (c) devising and maintaining a system of internal accounting control sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility Except as discussed in the Bases for disclaimer opinion section, we conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Bases for Disclaimer Opinion Valuation of Financial Assets, Available-for-sale (a) The Company acquired quoted equity shares of $615,000 which were traded on the Australian Stock Exchange on 9 November Based on the quoted share price, the market value of the investment as at 31 March 2010 is approximately $13,000. We further noted that the shares were suspended for trading by Australian Stock Exchange from 1 April 2010 to 15 April The Company did not perform an impairment assessment of this investment in accordance with FRS36 Impairment of Assets. We were not able to perform alternative audit procedures and hence were unable to obtain sufficient and appropriate audit evidence to determine the fair value of the investment. INFINIO ANNUAL REPORT

20 Independent Auditor s Report to the Members of Infinio Group Limited (CONT D) Bases for Disclaimer Opinion (cont d) Valuation of Financial Assets, Available-for-sale (cont d) (b) (c) The Company s wholly-owned subsidiary, Broadband Network Systems Ltd ( BNS ), entered into a Sales & Purchase Agreement (S&P Agreement) on 1 April 2007 to sell its entire equity holdings of its subsidiary, View Corporation Limited to a third party for a non-cash consideration, namely, 2,500,000 unquoted shares of the third party. Under the S&P Agreement, BNS was granted an option to sell 1,250,000 shares out of the total 2,500,000 shares at US$1 per share two years after the date of the S&P Agreement. At the time of receiving the 2,500,000 unquoted shares, BNS classified the investment as financial assets, available-for-sale and recorded an investment amount at S$3,496,000 (equivalent to US$2,500,000), which is equal to the exercise price of the option. These shares are not traded in an active market and there was no valuation carried out to determine the fair value of the investment at initial recognition and subsequent balance sheet date. We were not able to carry out any audit procedures and hence were unable to obtain sufficient and appropriate audit evidence to satisfy ourselves that the carrying value of the investment at initial recognition and at subsequent balance sheet date was at fair value as there were no supporting documents and information available for us to carry out audit procedures. The Company s wholly-owned subsidiary, PMH Asia Pte. Ltd., purchased in intangible assets of S$1,251,000 (equivalent to US$900,000) consisting of licenses, e-commerce and video portals from a third party in the previous financial year on the condition that the third party will satisfy certain conditions in the sales and purchase agreement. The third party did not meet the said conditions and thereupon, the Company agreed, on 29 December 2009, to acquire unquoted equity shares of the third party in part exchange for the amounts paid for the intangible assets. These shares are not traded in an active market and there was no valuation carried out to determine the fair value of the investment at initial recognition and subsequent balance sheet date. We were not able to carry out any audit procedures and hence were unable to obtain sufficient and appropriate audit evidence to satisfy ourselves that the carrying value of the investment at initial recognition and at subsequent balance sheet date was at fair value as there were no supporting documents and information available for us to carry out audit procedures. Value of share options The Company s wholly-owned subsidiary, PMH Asia Pte. Ltd. ( PMH ) signed another agreement with same third party mentioned in the preceding paragraph on 31 March 2010 to convert intangible assets, prepaid advertisement revenue and other receivables of a fellow subsidiary from the third party, amounting to approximately S$1,539,000 (equivalent to US$1,100,000) into share options over the ordinary shares of the third party based on certain conditions. The third party will repay US$1,100,000 plus 12% interest per annum if the said conditions were not fulfilled. The amount is presented as a prepayment on the balance sheet as the share options were not issued to PMH at the balance sheet date. We were not able to carry out any audit procedures and hence were unable to obtain sufficient and appropriate audit evidence to satisfy ourselves as to the carrying value and recoverability of the prepayment as there were no supporting documents and information available for us to carry out audit procedures. Intangible assets Two of the Company s subsidiaries, Broadband Network Systems Ltd and Aberdeen Media Group Ltd, each have capitalised development costs of S$877,000 and S$243,000 as intangible assets during the financial year. We were not able to carry out any audit procedures and hence were unable to obtain sufficient and appropriate audit evidence to satisfy ourselves as to the carrying value of the intangible assets as there was insufficient supporting documents and information available for us to carry out audit procedures. 18 INFINIO ANNUAL REPORT 2010

21 Independent Auditor s Report to the Members of Infinio Group Limited (CONT D) Bases for Disclaimer Opinion (cont d) Going concern assumption The financial statements have been prepared on the assumption that the Group and the Company will continue as going concerns. This assumption is on the premise that the Group is successful in issuing 150,000,000 new ordinary shares at an issue price of $0.02 to institutional and other investors. Based on the information available to us, we are unable to carry out audit procedures that we believe are necessary to assess the appropriateness of the use of the going concern assumption in the preparation of these financial statements. We draw attention to Note 4 to the financial statements. The Group has incurred a total loss of $8,758,000 for the financial year ended 31 March 2010 and as at that date, the Group s net cash outflows from operating activities amounted to $4,564,000. These factors indicate the existence of a material uncertainty which may cast significant doubt about the Group s and the Company s ability to continue as going concerns. The ability of the Group and the Company to continue as going concerns depends on the ability of the Group to obtain additional external funding for its working capital needs in the next twelve months. If the Group is unable to continue in operational existence for the foreseeable future, the Group may be unable to discharge its liabilities in the normal course of business and adjustment may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could different significantly from the amounts at which they are currently recorded in the balance sheets. In addition, the Group may have to reclassify non-current assets and non-current liabilities as current assets and current liabilities respectively. No such adjustments have been made in these financial statements. Disclaimer of Audit Opinion In view of the significance of the matters described in the Bases for Disclaimer Opinion section, we are unable to and do not express an opinion on: i) whether the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 March 2010 and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and ii) whether the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditor, have been properly kept in accordance with the provisions of the Act. Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants Director-in-charge: Kristin YS Kim Appointed since financial year ended 31 March 2007 Singapore 2 July 2010 INFINIO ANNUAL REPORT

22 Balance Sheets The Group The Company Note ASSETS $ 000 $ 000 $ 000 $ 000 Current assets Cash and cash equivalents , ,212 Trade and other receivables ,124 7,553 4,690 Inventories Other current assets 8 2, Financial assets, available-for-sale 9-1, ,231 6,978 7,958 5,948 Non-current assets Investments in subsidiaries ,439 8,450 Property, plant and equipment Intangible assets 12 1,453 5, Financial assets, available-for-sale 9 5,434 1, Deferred income tax assets ,749 7,946 4,449 8,504 Total assets 10,980 14,924 12,407 14,452 LIABILITIES Current liabilities Trade and other payables 14 1,380 1, Deferred revenue Borrowings ,040 2, Non-current liabilities Borrowings Deferred income tax liabilities Total liabilities 2,193 2, NET ASSETS 8,787 12,084 11,485 13,471 EQUITY Capital and reserves attributable to equity holders of the Company Share capital 16 28,347 22,798 28,348 22,798 Other reserves Accumulated losses (19,636) (10,871) (17,226) (9,428) 8,787 12,091 11,485 13,471 Minority interests - (7) - - Total equity 8,787 12,084 11,485 13,471 The accompanying notes form an integral part of these financial statements 20 INFINIO ANNUAL REPORT 2010

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