ANNUAL
REPORT
2018
www.i-synergygroup.com
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TA B L E O F
Contents
CORPORATE DIRECTORY
CHAIRMAN’S STATEMENT
MANAGING DIRECTOR‘S STATEMENT
FINANCIAL HIGHLIGHTS
SHARE PRICE PERFORMANCE
FINANCIAL ANALYSIS
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
ADDITIONAL SECURITIES INFORMATION
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CORPORATE DIRECTORY
31 DECEMBER 2018
SHARE REGISTER
Automic Registry Service
Level 12, 267 St Georges Terrace
Perth WA 6000
AUDITOR
Crowe Horwath Perth
Level 5, 45 St Georges Terrace
Perth WA 6000
STOCK EXCHANGE LISTING
I Synergy Group Limited shares are listed on the
Australian Securities Exchange (ASX code: IS3)
WEBSITE
www.i-synergygroup.com
CORPORATE GOVERNANCE STATEMENT
www.i-synergygroup.com
DIRECTORS
Ilmars Draudins
Dato’ Teo Chee Hong
Morgan Barron
COMPANY SECRETARY
Harry Miller
REGISTERED OFFICE
Ground Floor
16 Ord Street
West Perth
WA 6005
Phone: +618 9482 0500
PRINCIPAL PLACE OF BUSINESS
Malaysia
Unit 20-10, Tower A
The Vertical Business Suite
Avenue 3, Bangsar South
No. 8 Jalan Kerinchi
59200 Kuala Lumpur
Malaysia
Phone: +603 2242 1333
Indonesia
Kantor Taman E3.3 Unit A2,
Jl. Dr. Ide Anak Agung Gde
Agung Lot 8.6-8.7 / E3.3
Kawasan Mega Kuningan,
Kel Kuningan Timur, Kec. Setiabudi
Jakarta Selatan 12950
Indonesia
Phone: +62 21 5794 2020
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C H A I R M A N ’ S
S T A T E M E N T
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CHAIRMAN’S
STATEMENT
Dear Shareholders,
Welcome to the Annual Report for I Synergy Group Limited.
It is sufficient to say that 2018 has been a challenging year. There have been a number of structural changes
which have affected the operations of the company and the economic environment has not been conducive to
extended growth.
Financials.
The company as a reporting entity uses the calendar year and reports on the year ending 31st December 2018.
Revenue was disappointing as it was down 9.9% to a figure of $9.55M. This has resulted in a loss of $276K.
Despite the poor trading conditions, the company paid a dividend to shareholders of 0.4 cents per ordinary
share, which was unfranked.
The company has maintained a good cash position which will enable it to revitalise the operations and enable
the company to get back to a profitable trading position. Expenses have been kept under control during this
period.
Trading Conditions.
The company has experienced a significant change in its trading conditions. The broader economy has
declined which has affected revenue and consequently profit. The exchange rate has also worked against the
company and there has also been additional competition that has entered the market. The growth of the
business in Indonesia has been slower than expected but progress is now being made and sign up of Affiliates
should accelerate. Based on the experience gained with the growth of the business in Malaysia it will take
approximately 3 years to generate momentum where growth can be at a critical mass level.
However, as a result of the changing market place, the most significant issue facing the company is the
embracement of the digital e-commerce economy. The market has experienced a significant number of
people using e-commerce platforms to facilitate their purchasing activities. iSYNERGY is studying this market
place closely and looking to further embrace the digital market place to accelerate its growth.
Recognising this changing environment, iSYNERGY is regarding this as an opportunity rather than a threat. The
company is working with skilled resources to assess the best way that it can add value to the existing base of
Affiliates and Members. The significant community that iSynergy has established over the years presents a
great opportunity to bring products and services to market. By embracing existing platform technologies, we
can empower Affiliates so that they have a better engagement with their members through social media and
promote special products and services. The outcome of this should be increasing margins on an expanding
revenue base.
Closing
On behalf of the Board I would like to thank all the staff and management for their contribution over the last
year. There have been challenges which are being addressed and we look forward to expanding the markets
that the company addresses through the intelligent use of platforms that engage with the larger community of
Affiliates and Members. May I wish you all the very best for the remainder of the year.
Ilmars Draudins
Non-Executive Chairman
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MANAGING DIRECTOR’S
STATEMENT
Dear Shareholders,
The financial year 2018 has proven to be a challenging year as we faced hurdles in both the local as well as
international economic arena. We are aggressively working towards the recovery of the Group’s business
performance with the understanding that the financial standings of the Group is at a less than favourable stage.
Learning and seeking key opportunities in our market place is a key strategy that the Group is focussing on.
Affiliate Marketing Suite
Our offerings in our affiliate marketing platform, Affiliate Junction (“AJ”), are being enhanced and developed
towards a more digital approach. Going from a license-based participation, to our current affiliate marketing digital
suites, the Group is geared towards becoming an innovation-based player in the affiliate marketing sphere of
Southeast Asia. We aspire to ensure that in the long run, all of our stakeholders will benefit greatly from leveraging
on our platform that is fully digitally integrated and future-proof.
Partnerships in Retail
For the growth of our retail segment offerings, iSYNERGY placed emphasis on building partnerships with big brand
organisations to further extend our reach to users of various products and services. It is an essential growth strategy
for us to provide our mobile-optimised solution with the MY Smart Shopper (“MSS”) program for businesses which
delivers an advanced user experience in tracking and verifying transactions of both cash and cashless payment
method.
Corporate Governance
At iSYNERGY, we place a great importance on corporate governance where a high standards of compliance,
accountability and transparency are deeply integrated into our corporate culture. Everyone in the Group
understands that the sustenance of good governance is a key factor that will allow the Group to thrive in building the
trust of all our stakeholders and the success of all our endeavours.
In accordance to our emphasis on good corporate governance as well as the need of the market we are in, iSYNERGY
has obtained the MS 1900:2014 Shariah-Based Quality Management Systems certification from SIRIM QAS
International Sdn Bhd, Malaysia’s leading certification, inspection and testing body under SIRIM Berhad.
Moving Forward
We have a robust plan for sustainable growth in place and we are confident that our digitalisation strategy will enable
us to meet the challenges ahead. With the current economic condition that is not conducive with a weakening
currency in our main market, it is a priority for the Group to be attentive towards cost-efficiency, low complexity and
profitability in the overall business operations.
Acknowledgements
I would like to take this opportunity to express my appreciation to all of our shareholders for your confidence and
trust in iSYNERGY. Your belief in us is a driving force for the Group to aim better and higher to ensure it is sustainable
and able to provide great returns for your investments in the Group. I also would like to give my thanks to the board
of directors, the management team and all of our employees. Their talent, skill and unwavering commitment are the
cornerstones that have ensured the Group’s continuous growth.
Working in partnership with everyone, iSYNERGY looks forward to what 2019 has in store for us.
Thank you.
Dato’ Lawrence Teo
Managing Director
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H I G H L I G H T S
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FINANCIAL
HIGHLIGHTS
2015
AUD’000
2016
AUD’000
2017
AUD’000
2018
AUD’000
Revenue
22,264
21,808
10,603
Profit/(loss) Before Taxation
6,302
5,095
Profit/(loss) After Taxation
6,302
5,087
367
588
9,551
(188)
(276)
Total Assets
6,795
14,705
16,088
13,704
Shareholders’ Equity
(992)
1,668
3,473
1,869
Net Tangible (Liabilities)/Assets Per Share (Cents)
(0.40)
Net Earnings/(Loss) Per Share (Cents)
2.47
2.32
1.80
2.61
1.52
(0.16)
(0.43)
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FINANCIAL
HIGHLIGHTS
Revenue (AUD’000)
22,264
21,808
10,603
9,551
2015
2016
2017
2018
Profit/(Loss) After Taxation (AUD’000)
6,302
5,087
2015
2016
588
2017
2018
（276）
Shareholders’ Equity (AUD’000)
3,473
1,869
1,668
2015
(992)
2016
2017
2018
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FINANCIAL
HIGHLIGHTS
Total Assets (AUD’000)
16,088
14,705
13,704
6,795
2015
2016
2017
2018
Net Earnings/(Loss) Per Share (Cents)
2.47
1.80
2015
2016
2017
(0.16)
2018
(0.43)
Net Tangible (Liabilities)/Assets
Per Share (Cents)
2.32
2.61
1.52
2015
(0.40)
2016
2017
2018
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SHARE PRICE
PERFORMANCE
AUD (Cents)
Share Price
0.30
0.25
0.20
0.15
0.10
0.05
0.00
Unit
450,000
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
0
Volume
Record High: AUD0.20 (31 October 2018)
Closing Price as at 28 February 2019: AUD0.16
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FINANCIAL
ANALYSIS
CORPORATE OVERVIEW
I Synergy Group Limited and its subsidiaries (“iSYNERGY” or “the Group”) is one of the leading affiliate
marketing solutions provider in Southeast Asia. iSYNERGY was officially listed on the Australian Securities
Exchange (“ASX”) on 30 March 2017.
iSYNERGY’s primary business activities is to connect advertisers with affiliates via its affiliate marketing
platform, to deliver performance-based affiliate marketing solutions that enhance product/brand awareness
and drive business leads The affiliate marketing platform is called Affiliate Junction (“AJ”). Under the platform,
there is a variety of affiliate programs available which cater to various industry verticals and markets.
Financial Results Analysis
For the financial year ended 31 December 2018, the revenue experienced a decline of 10% compared to the
previous financial year to AUD$9.551 million from AUD$10.603 million. This also resulted in the 147% decline of
the Group’s profit after taxation which translates to a net loss of AUD$276,000 from net profit of
AUD$588,000.
The lower reported revenue is predominantly due to the decrease in affiliate sign-up as compared to the
previous financial year. This subsequently adversely affected the income generated from software activation,
training, license right and the program fee.
The Group’s financial performance should be viewed in the context of the extensive investment made in its
anchor retail affiliate program MY Smart Shopper (“MSS”). During the financial period, a high direct cost is
borne by the Group for the development of an all new system for the affiliate program, significant
enhancements of its mobile application, enhanced system portal, database restructuring, research &
development and advertising & promotions campaigns.
There are no significant fluctuations relating to the Group’s overhead costs. The Group is able to maintain and
managed its administrative expenses in tandem with its business plans and strategies. However, the Group’s
financial position is lower in comparison to the previous financial year due to lower cash on hand as a result of
lower operating cash flow generated and significant cash outflows for dividend payments.
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DIRECTORS’ REPORT
31 DECEMBER 2018
The directors present their report, together with the financial statements, on the Group (referred
to hereafter as the 'Consolidated entity').
DIRECTORS
REVIEW OF OPERATIONS
The following persons were directors of I Synergy
The lower reported revenue is predominantly due
Group Limited (‘the Company’) during the whole
to the decrease in affiliate sign-up as compared to
of the financial year and up to the date of this
the previous financial year. This subsequently
report, unless otherwise stated:
adversely affected the income generated from
Ilmars Draudins (Non-executive Chairman)
Dato Teo Chee Hong (Managing Director)
Morgan
Barron
(Non-executive Director)
(appointed on 18 April 2018)
Bruce Richard Sydney Symon (retired on 25 May
2018)
JOINT COMPANY SECRETARIES
Harry Miller (appointed on 31 July 2018)
Chris Huish (appointed on 2 February and
resigned on 31 July 2018)
Joel Ives (resigned on 28 February 2018)
PRINCIPAL ACTIVITIES
The Group’s principal activities are providing
affiliate marketing solutions to advertisers and
affiliates. There was no significant change in the
nature of activities of the Company during the
financial year.
SHARE BUY-BACK
software activation, training, license right and the
program fee.
Accordingly, the Group reported a net
loss
attributable to the owners of I Synergy Group
Limited of AUD$791,000 (2017 – AUD$282,000).
The Group’s financial performance should be
viewed in the context of the extensive investment
made in its anchor retail affiliate program MY
Smart Shopper (MSS). During the financial year, a
high direct cost is borne by the Group such as
deployment costs, research and development,
advertising and promotions campaigns
There are no significant fluctuation relating to the
Group’s overhead costs. The Group is able to
maintain and manage its administrative expenses
in tandem with its business plans and strategies.
However, the Group’s financial position is lower in
comparison to the previous financial year due to
lower cash on hand as a result of lower operating
cashflow generated and significant cash outflows
During the financial year ended 31 December
for dividend payments.
2018, the Group have bought back approximately
AUD$223,000 worth of the Company’s securities
from on-market, representing 1,651,857 ordinary
shares on issue at a weighted average share price
of A$0.1349. The share buy-back exercise was
ended on 12 September 2018.
DIVIDENDS
On 8 October 2018, the Directors declared an
unfranked interim dividend of 0.40 cents per
ordinary share for a total of AUD$734,864 in
respect of the financial year ended 31 December
2018. The
record date
for determining
entitlements to the interim dividend was 25
October 2018. The interim dividend paid on 10
November 2018.
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DIRECTORS’ REPORT
31 DECEMBER 2018
SIGNIFICANT CHANGES IN THE STATE OF
AFFAIRS
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS OF OPERATIONS
On 12 January 2018, the Company is officially a
Despite the challenging business environment,
Shariah-compliant organisation. The Company has
management are confident that the prospects of
obtained the MS 1900:2014 Shariah-Based Quality
the Group will improve in the foreseeable future.
Management Systems certification from SIRIM
QAS International Sdn Bhd Malaysia’s leading
ENVIRONMENTAL REGULATION
certification, inspection and testing body under
The Group is not subject to any significant
SIRIM Berhad.
environmental regulation under the Australian
Commonwealth or State law.
This certification officially authenticates that the
Company is in compliance with internationally
recognised Shariah requirements for the scope of
the group’s primary business activities in Malaysia,
specifically the training and services for the
affiliates in Affiliate Junction’s agency program
and
its retail affiliate program’s operations,
rewards and incentives.
Apart from the above, no other matter or
circumstances have arisen since 31 December
2018 that has significantly affected, or may
significantly affect the Group’s operations, the
results of those operations, or the Group’s state of
affairs in future financial years.
SIGNIFICANT EVENT OCCURRING AFTER
THE REPORTING PERIOD
The significant event occurring after the reporting
period is disclosed in Note 34 to the financial
statements.
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DIRECTORS’ REPORT
31 DECEMBER 2018
INFORMATION ON DIRECTORS
Qualifications
Bachelor of Engineering, Master of Business Administration, Certificate III in Financial
Markets (Securities Institute) and Certificate in Direct Marketing (ADMA)
Experience and expertise
Ilmars has over 20 years’ experience in Corporate Advisory, Investment Banking and
Consulting
ILMARS DRAUDINS
Non-Executive Chairman
Other current directorships
N/A
Former directorships (last 3 years)
Venture Axess Group Limited
Interests in shares
100,000 in the Company (1)
Qualifications
Bachelor of Engineering
Interests in options
300,000 in the Company
Contractual rights to shares
None
Experience and expertise
Teo is the founder of I Synergy. He has over 13 years of experience in creative and
strategic planning where he specialises in the integration of affiliate marketing
solutions to businesses.
Other current directorships
None
Former directorships (last 3 years)
None
Interests in shares
145,283,592 ordinary shares in the Company (2)
Interests in options
600,000 incentive options in the
Company
Contractual rights to shares
600,000 performance rights
Qualifications
Bachelor of Commerce
Experience and expertise
Mr Barron has over 20 years of experience performing corporate finance, director and
corporate advisor roles for ASX listed companies across a broad range of sectors. He
has been involved in numerous capital raisings, corporate restructures, IPOs, mergers,
acquisitions, divestments and recapitalisations. corporate skills include broker and
stakeholder engagement, commercial negotiations, acquisitions and divestitures.
Other current directorships
Latitude Consolidated Limited (ASX:LCD)
Former directorships (last 3 years)
Indiana Resources Limited (ASX:IDA) and
Eneabba Gas Limited (ASX:ENB)
Interests in shares
25,000 ordinary shares in the Company(3)
Interests in options
300,000 options at $0.30c
which are yet to be issued.
Options are to be issued at
the Company’s AGM.
Contractual rights to shares
N/A
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DATO’ TEO CHEE HONG
Managing Director
MORGAN BARRON
Non-Executive Director
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DIRECTORS’ REPORT
31 DECEMBER 2018
(1) - including indirect interest through spouse’s shareholding of 10,000 shares in the Company.
(2) - including indirect interest through spouse’s shareholding of 300,000 shares in the Company.
(3 ) - including indirect interest via company/trust that control of 25,000 shares via shareholding and directorship.
'Other current directorships' quoted above are current directorships for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities
only and excludes directorships of all other types of entities, unless otherwise stated.
COMPANY SECRETARIES
Joel Ives (Resigned on 28 February 2018)
Mr Joel Ives holds a Bachelor of Commerce from the University of Western Australia and is an associate of the
Institute of Chartered Accountants. Mr Ives has extensive mining, resources and technology experience from
working with a number of junior to medium sized companies and involved in a number of ASX-listed junior
transactions since 2015. Mr Ives is also company secretary of Orinoco Gold Limited and a joint company of
Latitude Consolidated Limited.
Chris Huish (Resigned on 31 July 2018)
Mr Huish is an employee of Ventnor Capital Pty Ltd and has 14 years’ experience from both the UK and
Australian corporate sectors. Mr Huish has extensive experience in the areas of corporate finance, equity
capital markets, corporate governance, statutory and regulatory reporting and compliance, dealing with the
ASX, ASIC and other authorities for both listed and private corporations. Mr Huish is also a member of the
Governance Institute of Australia
Harry Miller (Appointed on 31 July 2018)
Mr Miller has an audit and compliance background across a number of sectors and is an employee of Ventnor
Capital Pty Ltd. He acts as company secretary for various listed and private companies. Mr Miller holds a
Bachelor of Commerce in Finance and Economics and a Master of Professional Accounting.
MEETINGS OF DIRECTORS
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held
during the year ended 31 December 2018, and the number of meetings attended by each director were:
Full Board
Nomination and
Remuneration Committee
Audit and
Risk Committee
Attended
Held
Attended
Held
Attended
Held
ILMARS DRAUDINS
DATO’ TEO CHEE HONG
MORGAN BARRON
BRUCE RICHARD SYDNEY SYMON
(Resigned)
6
6
3
3
6
6
6
6
-
-
-
-
-
-
-
-
1
1
-
1
1
1
1
1
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
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DIRECTORS’ REPORT
31 DECEMBER 2018
REMUNERATION REPORT (AUDITED)
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the
key management personnel (“KMP”) for the consolidated entity for the financial year ended 31 December 2018.
The information provided in this remuneration report has been audited as required by Section 308(3C) of the
Corporations Act 2001.
The remuneration report details the remuneration arrangements for KMP who are defined as those persons
having authority and responsibility for planning, directing and controlling the major activities of the Company,
directly or indirectly, including any Director (whether executive or otherwise) of the Company.
The remuneration report is set out under the following main headings:
• Principles used to determine the nature and amount of remuneration
• Details of remuneration
• Service agreements
• Share-based compensation
• Additional disclosures relating to key management personnel
PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework aligns executive reward with the
achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform
to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that
executive reward satisfies the following key criteria for good reward governance practices:
• Competitiveness and reasonableness
• Acceptability to shareholders
• Performance linkage / alignment of executive compensation
• Transparency
The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration
arrangements for its directors and executives. The performance of the consolidated entity depends on the
quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high
performance and high-quality personnel.
Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and
responsibilities of a remuneration committee are currently undertaken by the Board. The duties of the full
board in its capacity as a remuneration committee are set out in the Company’s Remuneration and Nomination
Committee Charter.
In consultation with external remuneration consultants (refer to the section 'Use of remuneration consultants'
below), the Nomination and Remuneration Committee has structured an executive remuneration framework
that is market competitive and complementary to the reward strategy of the consolidated entity.
The reward framework is designed to align executive reward to shareholders' interests. The Board have
considered that it should seek to enhance shareholders' interests by:
• Having economic profit as a core component of plan design
• Focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price,
and delivering constant or increasing return on assets as well as focusing the executive on key
non-financial drivers of value
• Attracting and retaining high calibre executives
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DIRECTORS’ REPORT
31 DECEMBER 2018
Additionally, the reward framework should seek to enhance executives' interests by:
• rewarding capability and experience
• reflecting competitive reward for contribution to growth in shareholder wealth
• providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is separate.
NON-EXECUTIVE DIRECTORS REMUNERATION
Fees and payments to non-executive directors reflect the demands and responsibilities of their role.
Non-executive directors' fees and payments are reviewed annually by the Nomination and Remuneration
Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from
independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate
and in line with the market. The chairman's fees are determined independently to the fees of other
non-executive directors based on comparative roles in the external market. The chairman is not present at any
discussions relating to the determination of his own remuneration. Non-executive directors do not receive
share options or other incentives.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a
general meeting. Due to the incorporation ate a determination is yet to be made by shareholders and will be
proposed at the upcoming Annual General Meeting.
EXECUTIVE REMUNERATION
The consolidated entity aims to reward executives based on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
• base pay and non-monetary benefits
• short-term performance incentives
• share-based payments
• other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed
annually by the Nomination and Remuneration Committee based on individual and business unit performance,
the overall performance of the consolidated entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor
vehicle benefits) where it does not create any additional costs to the consolidated entity and provides
additional value to the executive.
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DIRECTORS’ REPORT
31 DECEMBER 2018
The short-term incentives ('STI') program is designed to align the targets of the business units with the
performance hurdles of executives. STI payments are granted to executives based on specific annual targets
and key performance indicators ('KPI's') being achieved. KPI's include profit contribution, customer
satisfaction, leadership contribution and product management.
The long-term incentives ('LTI') include long service leave and share-based payments. Shares are awarded to
executives over a period of three years based on long-term incentive measures. These include increase in
shareholders’ value relative to the entire market and the increase compared to the consolidated entity's direct
competitors.
CONSOLIDATED ENTITY PERFORMANCE AND LINK TO REMUNERATION
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion
of cash bonus and incentive payments are dependent on sale revenue targets being met. The remaining
portion of the cash bonus and incentive payments are at the discretion of the Nomination and Remuneration
Committee.
The Nomination and Remuneration Committee is of the opinion that the continued improved results can be
attributed in part to the adoption of performance-based compensation and is satisfied that this improvement
will continue to increase shareholder wealth if maintained over the coming years.
USE OF CONSULTANTS
There is no use of consultant during the financial year ended 31 December 2018.
VOTING AND COMMENTS MADE AT THE COMPANY'S 2017 ANNUAL GENERAL MEETING ('AGM')
At the 2017 AGM, 100% of the votes received supported the adoption of the remuneration report for the year
ended 31 December 2017. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
DETAILS OF REMUNERATION
AMOUNTS OF REMUNERATION
Details of the remuneration of key management personnel of the consolidated entity are set out in the
following tables.
The key management personnel of the consolidated entity consisted of the following directors of I Synergy
Group Limited:
• Ilmars Draudins - Non-Executive Chairman
• Bruce Richard Sydney Symon – Non-Executive Chairman (Retired on 25 May 2018)
• Dato Teo Chee Hong - Managing Director
• Morgan Barron- Non-Executive Director (Appointed on 18 April 2018)
• Will Ong Han Keong – Director of International Business Operation Division and subsequently
repositioned to Chief Executive Officer of PTISI
• Lennon Chu Chung Piow - Chief Executive Officer of ISI
• Carlson Yow Kao Tsen - Chief Executive Officer of ISR (Resigned on 22 August 2018)
• Sam Kuan Ying Tung - Chief Financial Officer (Resigned on 14 December 2018)
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31 DECEMBER 2018
DETAILS OF REMUNERATION (CONT’D)
Amounts of remuneration (cont’d)
Short-term benefits
Post-
employment
benefits
Long-
term
benefits
Share-based
payments
Cash
salary
and fees
AUD$
Cash
bonus
AUD$
Non-
monetary*
AUD$
Super-
annuation
AUD$
Long
service
leave
AUD$
Equity-
settled
shares
AUD$
Equity-
settled
options
AUD$
Total
AUD$
2018
Non-Executive Directors:
Ilmars Draudins
(Chairman)
Bruce Richard Sydney
Symon (1) (Retired)
Morgan Barron (2)
Executive Directors:
43,000
20,000
25,800
-
-
-
-
-
-
-
-
1,596
Dato Teo Chee Hong
162,130
24,868
37,800
18,031
Key Management
Personnel:
Will Ong Han Keong
118,446
Lennon Chu Chung Piow
47,594
Carlson Yow Kao
Tsen (3) (Resigned)
Sam Kuan Ying
Tung (4) (Resigned)
35,940
51,199
4,297
2,951
166
166
-
-
-
-
9,677
6,224
3,904
6,489
504,109
32,448
37,800
45,921
-
-
-
-
-
-
-
-
-
-
-
-
11,052
54,052
22,104
-
42,104
27,396
22,104
22,104
287,037
-
-
-
-
-
-
-
-
132,420
56,769
40,010
57,854
22,104
55,260
697,642
*Non monetary short-term benefits comprises of company car for personal use. accommodation and household.
(1)
(2)
(3)
(2)
Mr Bruce Richard Sydney Symon retired effective on 25 May 2018.
Mr Morgan Barron was appointed effective on 18 April 2018.
Mr Carlson Yow Kao Tsen resigned effective on 22 August 2018.
Mr Sam Kuan Ying Tung resigned effective on 14 December 2018
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31 DECEMBER 2018
DETAILS OF REMUNERATION (CONT’D)
Amounts of remuneration (cont’d)
Short-term benefits
Post-
employment
benefits
Long-
term
benefits
Share-based
payments
Cash
salary
and fees
AUD$
Cash
bonus
AUD$
Non-
monetary*
AUD$
Super-
annuation
AUD$
Long
service
leave
AUD$
Equity-
settled
shares
AUD$
Equity-
settled
options
AUD$
Total
AUD$
36,000
27,000
-
-
-
-
-
-
137,699
18,167
34,518
14,049
-
2,126
27,447
17,972
48,386
30,763
18,031
15,351
-
-
2,301
3,088
-
-
358,649
23,556
34,518
-
-
-
-
-
2,075
5,118
3,665
2,267
1,819
31,119
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,000
27,000
204,433
29,573
20,047
55,805
37,516
20,298
17,170
447,842
2017
Non-Executive Directors:
Bruce Richard Sydney
Symon (Chairman)
Ilmars Draudins
Executive Directors:
Dato Teo Chee Hong
Eng Guo Miao (1)
(Resigned)
Key Management
Personnel:
Terance Chan Kok
Yue (2) (Resigned)
Will Ong Han Keong
Lennon Chu Chung
Piow
Carlson Yow Kao
Tsen
Sam Kuan Ying
Tung
*Non monetary short-term benefits comprises of company car for personal use.
(1)
(2)
Mr Eng Gou Miao resigned effective on 30 June 2017.
Mr Terance Chan Kok Yue was appointed on 1 August 2017 and resigned effective on 8 November 2017.
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31 DECEMBER 2018
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Non-Executive Directors:
Fixed remuneration
2018 2017
At risk – STI
2018 2017
At risk – STI
2018 2017
Ilmars Draudins
100%
100%
Bruce Richard Sydney Symon
(Retired)
Morgan Barron
Executive Directors:
100%
100%
Dato Teo Chee Hong
100%
Eng Guo Miao
(Resigned)
Key Management
Personnel:
Terance Chan Kok Yue
Will Ong Han Keong
Lennon Chu Chung Piow
Carlson Yow Kao Tsen
Sam Kuan Ying Tung
(Resigned)
-
-
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is
determined having regard to the satisfaction of performance measures and weightings as described above in
the section 'Consolidated entity performance and link to remuneration'. The maximum bonus values are
established at the start of each financial year and amounts payable are determined in the final month of the
financial year by the Nomination and Remuneration Committee.
The proportion of the cash bonus paid/payable or forfeited is as follows:
Cash bonus paid/payable
Cash bonus forfeited
2018 2017
2018 2017
Executive Directors:
Dato Teo Chee Hong
100%
100%
Key Management Personnel
Will Ong Han Keong
Lennon Chu Chung Piow
Carlson Yow Kao Tsen (Resigned)
Sam Kuan Ying Tung (Resigned)
100%
100%
-
-
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
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DIRECTORS’ REPORT
31 DECEMBER 2018
SERVICE AGREEMENTS
Remuneration and other terms of employment for key management personnel are formalised in service
agreements. Details of these agreements are as follows:
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details:
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details:
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details:
Ilmars Draudins
Non-executive Director and Chairman
4 August 2016
From date of listing
From the Commencing Date until it is terminated
Director fees of AUD$48,000 per annum to be reviewed annually by
the Nomination and Remuneration Committee. 90,000 ordinary shares
in the Company upon successful listing of the Company and 300,000
options granted on listing date to be vested equally over 3 years.
Termination by giving notice by either party with immediate effect.
Dato Teo Chee Hong
Managing Director
25 August 2016
From date of listing
From the Commencing Date until it is terminated
Director fees of AUD$36,000 per annum and base annual salary of
RM360,000 per
(approximately AUD109,003) plus
superannuation, to be reviewed annually by the Nomination and
Remuneration Committee. 600,000 options granted on listing date to
be vested equally over 3 years. 6 month termination notice by either
party, cash bonus as per Nomination and Remuneration Committee
approval and KPI achievement, non-solicitation and non-compete
clauses.
annum
Bruce Richard Sydney Symon (Retired on 25 May 2018)
Non-executive Director and Chairman
9 August 2016
From date of listing
From the Commencing Date until it is terminated
Director fees of AUD$48,000 per annum to be reviewed annually by
the Nomination and Remuneration Committee. 120,000 ordinary shares
in the Company upon successful listing of the Company and 600,000
options granted on listing date to be vested equally over 3 years.
Termination by giving notice by either party with immediate effect.
Morgan Barron (Appointment on 18 April 2018)
Non-Executive Director
13 April 2018
18 April 2018
From the Commencing Date until it is terminated
Director fees of AUD$36,000 per annum to be reviewed annually by
the Nomination and Remuneration Committee. 300,000 options have
not yet been issued and will be under resolution at the next AGM.
Termination by giving notice by either party with immediate effect.
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DIRECTORS’ REPORT
31 DECEMBER 2018
SERVICE AGREEMENTS (CONT’D)
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details:
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details:
International Business Operation Division and
Will Ong Han Keong
Director of
subsequently repositioned to Chief Executive Officer of PTISI
17 May 2017
1 July 2017
From the Commencing Date until it is terminated
Salary base of RM222,480 per annum (approximately AUD$73,769 plus
superannuation. 3 month termination notice by either party.
Lennon Chu Chung Piow
Chief Executive Officer of ISI
26 July 2017
1 August 2017
From the Commencing Date until it is terminated
Salary base of RM148,320 per annum (approximately AUD$49,179) plus
superannuation. 3 month termination notice by either party.
Carlson Yow Kao Tsen (Resigned on 22 August 2018)
Chief Executive Officer of ISR
10 July 2017
14 August 2017
From the Commencing Date until it is terminated
Salary base of RM156,600 per annum (approximately AUD$47,416) plus
superannuation. 1 month termination notice by either party.
Name:
Title:
Date of agreement signed:
Commencing date:
Term of agreement:
Details:
Sam Kuan Ying Tung (Resigned on 14 December 2018)
Chief Financial Officer
4 September 2017
4 September 2017
From the Commencing Date until it is terminated
Salary base of RM163,800 per annum (approximately AUD$54,312) plus
superannuation. 3 month termination notice by either party.
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
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DIRECTORS’ REPORT
31 DECEMBER 2018
SHARE-BASED COMPENSATION
Issue of shares
There were no shares issued to any of directors and other key management personnel in the 2018 financial year.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors
and other key management personnel in this financial year or future reporting years are as follows:
Name
ILMARS DRAUDINS
DATO TEO CHEE HONG
BRUCE RICHARD SYDNEY
SYMON (RETIRED)
Number of
options
granted
Grant
date
Vesting date
and exercise
date
Expiry
date
Exercise
price
Fair value
per option
at grant date
300,000
600,000
30 March 2017
30 March 2017
Over 3 years
Over 3 years
5 years
5 years
AUD$0.30
AUD$0.30
N/A
N/A
200,000
30 March 2017
Vested
5 years
AUD$0.30
N/A
Options granted carry no dividend or voting rights.
All options were granted over unissued fully paid ordinary shares in the company. These options were issued
on 30 March 2017, subsequent to listing on the ASX in accordance with the terms of the options. Options vest
based on the provision of service over the vesting period whereby the executive becomes beneficially entitled
to the option on vesting date. Options are exercisable by the holder as from the vesting date. There has not
been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or
payable by the recipient in relation to the granting of such options other than on their potential exercise.
ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL
Shareholding
The number of shares in the company held during the financial year by each director and other members of
key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Ordinary shares
ILMARS DRAUDINS
DATO TEO CHEE HONG
MORGAN BARRON
BRUCE RICHARD SYDNEY
SYMON (RESIGNED)
Balance at
the start of
the year
Received
as part of
remuneration
Additions
90,000
145,083,592
25,000 (2)
120,000
145,318,592
-
-
-
-
-
-
-
-
-
-
Disposals/
other
-
(300,000)
-
Balance at
the end of
the year
90,000
144,783,592
25,000
-
120,000 (1)
(300,000)
145,018,592
(1) Holding as at balance date reflects Mr Bruce Richard Sydney Symon holding on the date of resignation.
(2) Holding as at appointment of Mr Morgan Barron on 18 April 2018.
Option holding
On 31 December 2018, options were issued to Directors and other key management personnel, as stated
above.
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DIRECTORS’ REPORT
31 DECEMBER 2018
Other transactions with key management personnel and their related parties
There are no other transactions with key management personnel and the transactions with related parties are
disclosed in the Note 26(b) to the financial statements.
Changes in Directors and Executives subsequent to year-end
There were no changes in Directors and Executive subsequent to year-end.
Additional Information
The earnings of the consolidated entity for the five years to 31 December 2018 are summarised below:
Sales revenue
(LBITDA)/EBITDA
(LBIT)/EBIT
(Loss)/Profit after income tax
2018
AUD$’000
2017
AUD$’000
2016
AUD$’000
2015
AUD$’000
9,551
(205)
(468)
(276)
10,603
251
33
588
21,808
5,034
4,857
5,087
22,264
6,301
6,205
6,302
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2018
2017
2016
2015
Share price at financial year end (AUD$)
Total dividends declared (cents per share)
Basic earnings per share (cents per share)
0.225
0.4
(0.43)
0.15
0.3
(0.16)
N/A
N/A
1.80
N/A
N/A
2.47
This concludes the remuneration report, which has been audited.
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DIRECTORS’ REPORT
31 DECEMBER 2018
SHARES UNDER OPTION
There are no unissued ordinary shares of I Synergy
The directors are satisfied that the provision of
non-audit services during the financial year, by the
Group Limited under option at the date of this
auditor (or by another person or firm on the
report.
SHARES ISSUED ON THE EXERCISE OF
OPTIONS
There were no shares issued on the exercise of
options during the financial year ended 31 December
2018.
INDEMNIFICATION AND INSURANCE OF
DIRECTORS AND OFFICERS
The Company has made an agreement indemnifying
auditor's behalf), is compatible with the general
standard of independence for auditors imposed
by the Corporations Act 2001.
The directors are of the opinion that the services
as disclosed in Note 27 to the financial statements
do not compromise
the external auditor's
independence requirements of the Corporations
Act 2001 for the following reasons:
• all non-audit services have been reviewed and
approved to ensure that they do not impact the
all the Directors and officers of the Company against
integrity and objectivity of the auditor; and
losses or liabilities incurred by each Director or
• none of the services undermine the general
officer in their capacity as Directors or officers of the
principles relating to auditor independence as set
Company
to
the extent permitted by
the
out in APES 110 Code of Ethics for Professional
Corporations Act. The indemnification specifically
Accountants
issued
by
the Accounting
excludes willful acts of negligence.
INDEMNITY AND INSURANCE OF
AUDITOR
The Company has not, during or since the end of the
Professional and Ethical Standards Board,
including reviewing or auditing the auditor's own
work, acting in a management or decision-making
capacity for the company, acting as advocate for
the company or jointly sharing economic risks and
financial year, indemnified or agreed to indemnify
rewards.
the auditor of the company or any related entity
against a liability incurred by the auditor.
During the financial year, the Company has not paid
a premium in respect of a contract to insure the
auditor of the company or any related entity.
PROCEEDINGS ON BEHALF OF THE
COMPANY
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the company, or to
intervene in any proceedings to which the company
is a party for the purpose of taking responsibility on
behalf of the company for all or part of those
proceedings.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the
auditor for non-audit services provided during the
financial year by the auditor are outlined in Note 27
to the financial statements.
OFFICERS OF THE COMPANY WHO
ARE FORMER PARTNERS OF CROWE
HORWATH PERTH
There are no officers of the Company who are
former partners of Crowe Horwath Perth.
ROUNDING OF AMOUNTS
The Company
is of a kind referred to
in
Corporations Instrument 2016/191, issued by the
Australian
Securities
and
Investments
Commission, relating to 'rounding-off'. Amounts in
this report have been rounded off in accordance
with that Corporations Instrument to the nearest
thousand dollars, or in certain cases, the nearest
dollar.
AUDITOR'S INDEPENDENCE
DECLARATION
The lead auditor’s independence declaration for
the year ended 31 December 2018 has been
received and can be found on page 32 of the
Annual Report.
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DIRECTORS’ REPORT
31 DECEMBER 2018
CORPORATE GOVERNANCE STATEMENT
The Company’s directors and management are committed to conducting the business of the Group in an
ethical manner and in accordance with the highest standards of corporate governance. The Company has
adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations
(Third Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations.
The Company has prepared a statement which sets out the corporate governance practices that were in
operation throughout the financial year for the Company, identifies any Recommendations that have not been
followed, and provides reasons for not following such Recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available
for review on the Company’s website (www.isynergy.my) (the Website), and will be lodged together with an
Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will
identify each Recommendation that needs to be reported against by the Company, and will provide
shareholders with information as to where relevant governance disclosures can be found.
The Company’s corporate governance policies and charters and policies are all available on the Website.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the directors
Dato Teo Chee Hong
Director
29th day of March 2019
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A U D I T O R ’ S
I N D E P E N D E N C E
D E C L A R A T I O N
For personal use only AUDITOR’S INDEPENDENCE DECLARATION
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for
the audit of I Synergy Group Limited for the year ended 31 December 2018, I declare that, to the best
of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
CROWE HORWATH PERTH
SEAN MCGURK
Partner
Signed at Perth, 29 March 2019
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than
for the acts or omissions of financial services licensees.
For personal use only
C O N S O L I D A T E D
S T A T E M E N T O F
P R O F I T O R L O S S
A N D O T H E R
C O M P R E H E N S I V E
I N C O M E
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
Revenue
Cost of sales
Gross profit
Other income
Selling and distribution expenses
Administrative expenses
Finance cost
(Loss)/Profit before taxation
Income tax (expense)/benefit
(Loss)/Profit after taxation for the year
Other comprehensive (expenses)/income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences
Total comprehensive (expenses)/income for the year
(Loss)/Profit after taxation attributable to:
Non-controlling interest
Owners of the Company
Total comprehensive (expenses)/income for the year
attributable to:
Non-controlling interest
Owners of the Company
Basic loss per share
Diluted earnings per share
Note
5
6
7
8
8
The Group
2018
AUD$’000
2017
AUD$’000
9,551
(6,961)
2,590
433
(167)
(3,031)
(13)
(188)
(88)
(276)
244
(32)
515
(791)
(276)
691
(723)
(32)
Cents
(0.43)
(0.43)
10,603
(7,119)
3,484
552
(120)
(3,539)
(10)
367
221
588
92
680
870
(282)
588
913
(233)
680
Cents
(0.16)
(0.16)
The annexed notes form an integral part of these financial statements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 3 5
For personal use only
C O N S O L I D A T E D
S T A T E M E N T
O F F I N A N C I A L
P O S I T I O N
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2018
ASSETS
Current Assests
Inventories
Trade receivables
Other receivables, deposits and prepayments
Current tax asset
Cash and cash equivalents
Non-Current Assests
Equipment
Deferred tax asset
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade payables
Other payables and accruals
Amount owing to a related party
Hire purchase payables
Current tax liability
Deferred revenue
Non-Current Liabilities
Hire purchase payables
Deferred revenue
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Merger deficit
Foreign exchange translation reserve
Option reserve
Retained earnings
Equity attributable to owners of the Company
Non-controlling interest
TOTAL EQUITY
The Group
Note
2018
AUD$’000
2017
AUD$’000
9
10
11
12
14
15
16
17
18
19
20
19
20
21
22
23
24
19
375
960
27
9,953
11,334
1,374
996
2,370
13,704
106
1,436
-
177
43
1,316
3,078
189
6,664
6,853
9,931
3,773
2,442
(1,042)
37
77
355
1,869
1,904
3,773
17
230
829
3
12,893
13,972
1,251
865
2,116
16,088
29
1,743
3
64
632
1,151
3,622
202
6,584
6,786
10,408
5,680
2,665
(1,042)
(31)
-
1,881
3,473
2,207
5,680
The annexed notes form an integral part of these financial statements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 3 7
For personal use only C O N S O L I D A T E D
S T A T E M E N T
O F C H A N G E S
I N E Q U I T Y
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
Share
Capital
AUD$’000
Merger
Deficit *
AUD$’000
Note
Foreign
Exchange
Translation
Reserve
AUD$’000
Option
Reserve
AUD$’000
The Group
Attributable
To Owners
Of The
Company
AUD$’000
Non-
Controlling
Interest
AUD$’000
Retained
Earnings
AUD$’000
Total
Equity
AUD$’000
Balance at 1.1.2018
2,665
(1,042)
(31)
(Loss)/Profit after taxation for
the financial year
Other comprehensive income
for the financial year, net of
tax:
- Foreign currency translation
differences
Total comprehensive
income/(expenses) for the
financial year
Contributions by and
distributions to owners of the
Company:
-
-
-
- Shares buy-back
(223)
- Options to employees
- Dividend by the Company
25
- Dividend by a subsidiary to
non-controlling interest
-
-
-
Total transactions with owners
(223)
Balance at 31.12.2018
-
-
-
-
-
-
-
-
-
68
68
-
-
-
-
-
-
-
-
-
-
77
-
-
77
1,881
3,473
2,207
5,680
(791)
(791)
-
68
515
176
(276)
244
(791)
(723)
691
(32)
-
-
(223)
77
(735)
(735)
-
-
-
(223)
77
(735)
-
-
(994)
(994)
(735)
(881)
(994)
(1,875)
2,442
(1,042)
37
77
355
1,869
1,904
3,773
Note:
* - arising from merger accounting.
The annexed notes form an integral part of these financial statements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 3 9
For personal use only
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 (CONT’D)
The Group
Note
Share
Capital
AUD$’000
Merger
Deficit *
AUD$’000
Foreign
Exchange
Translation
Reserve
AUD$’000
Attributable
To Owners
Of The
Company
AUD$’000
Non-
Controlling
Interest
AUD$’000
Retained
Earnings
AUD$’000
Total
Equity
AUD$’000
Balance at 1.1.2017
70
(1,042)
(80)
2,720
1,668
2,202
3,870
(Loss)/Profit after taxation
for the financial year
Other comprehensive
income for the financial
year, net of tax:
- Foreign currency
translation differences
Total comprehensive
income/(expenses) for the
financial year
Contributions by and
distributions to owners of
the Company:
- Issuance of shares under
initial public offering (net of
expenses)
- Shares buy-back
- Dividend by the Company
25
- Dividend by a subsidiary
to non-controlling interest
Total transactions with
owners
-
-
-
2,732
(137)
-
-
2,595
-
-
-
-
-
-
-
-
-
(282)
(282)
870
588
49
-
49
43
92
49
(282)
(233)
913
680
-
-
-
-
-
-
-
(557)
-
2,732
(137)
(557)
-
-
-
-
(908)
2,732
(137)
(557)
(908)
(557)
2,038
(908)
1,130
Balance at 31.12.2017
2,665
(1,042)
(31)
1,881
3,473
2,207
5,680
Note:
* - arising from merger accounting.
The annexed notes form an integral part of these financial statements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 0
For personal use only C O N S O L I D A T E D
S T A T E M E N T
O F C A S H
F L O W S
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Sale from customers
Payments to suppliers and employees
Cash generated from operations
Interest paid
Income tax paid
Net cash (used in)/from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Proceeds from disposal of equipment
Purchase of equipment
Net cash from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend paid
Dividend paid by a subsidiary to non-controlling interest
Proceeds from issuance of shares, net of expenses
Purchase of own shares,
Repayment of hire purchase obligations
Repayment to a related party
Net cash (used in)/from financing activities
Net (decrease)/increase in cash and cash equivalents
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
The Group
2018
AUD$’000
2017
AUD$’000
9,660
(9,896)
12,298
(10,676)
(236)
(13)
(701)
(950)
293
-
(284)
9
(735)
(994)
-
(223)
(49)
(3)
(2,004)
(2,945)
5
12,893
9,953
1,622
(10)
(5)
1,607
332
58
(280)
110
(557)
(908)
1,967
(137)
(269)
(51)
45
1,762
12
11,119
12,893
The annexed notes form an integral part of these financial statements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 2
For personal use only N O T E S
T O T H E
F I N A N C I A L
S T A T E M E N T S
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
1. GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the Corporation Act 2001.
The domicile of the Company is Australia. The registered office and principal place of business are as
follows:-
Registered office
Principal place of business
:
:
Ground Floor, 16 Ord Street,
West Perth, WA 6005.
Unit 20-10, Tower A, The Vertical Business Suite,
Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi,
59200 Kuala Lumpur.
The financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors dated 29 March 2019.
2. PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding. The principal activities of the
subsidiaries were involved in providing affiliate marketing solutions to advertisers and affiliates. There were
no significant change in the nature of activities of the Company during the year.
3. BASIS OF PREPARATION
The financial statements of the Group are prepared under the historical cost convention and modified to
include other bases of valuation as disclosed in other sections under significant accounting policies, and in
compliance with Australian Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board. They also comply with International Financial Reporting Standards
NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The
adoption of the new or amended Accounting Standards and Interpretations (including the consequential
amendments, if any) did not have any material impact on the Group’s financial statements This include
AASB 9 that has been applied from the 1 January 2018 using the modified retrospective approach because
the measurement of financial assets under AASB 9 are consistent to the Group’s current practice.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
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For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES
4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Key Sources of Estimation Uncertainty
Management believes that there are no key assumptions made concerning the future, and other key
sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year other than as
disclosed below:-
(a)
Depreciation of Equipment
The estimates for the residual values, useful lives and related depreciation charges for the
equipment is based on commercial factors which could change significantly as a result of technical
innovations and competitors’ actions in response to the market conditions. The Group anticipates
that the residual values of its equipment 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.
The carrying amount of equipment as at the reporting date is disclosed in Note 14 to the financial
statements.
(b)
Impairment of Equipment
The Group determines whether its equipment is impaired by evaluating the extent to which the
recoverable amount of the asset is less than its carrying amount. This evaluation is subject to
changes such as market performance, economic and political situation of the country. A variety of
methods is used to determine the recoverable amount, such as valuation reports and discounted
cash flows. For discounted cash flows, significant judgement is required in the estimation of the
present value of future cash flows generated by the assets, which involve uncertainties and are
significantly affected by assumptions used and judgements made regarding estimates of future
cash flows and discount rates. The carrying amount of equipment as at the reporting date is
disclosed in Note 14 to the financial statements.
(c)
Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for
all trade receivables. The Group develops the expected loss rates based on the payment profiles
of past sales and the corresponding historical credit losses, and adjusts for qualitative and
quantitative reasonable and supportable forward-looking information. If the expectation is
different from the estimation, such difference will impact the carrying value of trade receivables.
The carrying amounts of trade receivables as at the reporting date are disclosed in Note 10 to the
financial statements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 5
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)
Key Sources of Estimation Uncertainty (Cont’d)
(d)
Allocation of the Transaction Price to the Performance Obligations
When the contract with customer contains more than one distinct performance obligation, the
amount of consideration is allocated to each distinct performance obligation based on the relative
stand-alone selling prices of
the goods or services promised
in
the contract.
If a standalone selling prices is not directly observable, the Group will need to estimate it using
adjusted market assessment approach, expected cost plus a margin approach and residual
approach.
Determining the appropriate amount to allocate to satisfied and unsatisfied performance
obligations require judgments. Factors that management might consider when estimating the
amount to allocate to the contract’s performance obligations include historical data, expected
renewal rates, budgets, data used to set the pricing terms of the contract arrangement and/or
discussions with the customer during or after negotiations about the arrangement.
(e)
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 outcome of these matters is different from the amounts that were initially
recognised, such difference will impact the income tax expense and deferred tax balances in the
period in which such determination is made. The carrying amount of current tax liabilities as at the
reporting date is AUD$43,000 (2017 – AUD$632,000).
Critical Judgements Made in Applying Accounting Policies
Management believes that there are no instances of application of critical judgement in applying the
Group’s accounting policies which will have a significant effect on the amounts recognised in the financial
statements other than as disclosed below:-
(a)
Share-based Payments
The Group measures the cost of equity-settled transactions with employees by reference to the
fair value of the equity investments at the date at which they are granted. The estimating of the fair
value requires determining the most appropriate valuation model for a grant of equity instruments,
which is dependent on the terms and conditions of the grant. This also requires determining the
most appropriate inputs to the valuation model including the expected life of the option volatility
and dividend yield and making assumptions about them.
(b)
Timing of satisfaction of Performance Obligation
The timing of revenue recognition will be subject to significant judgement, especially when the
entity receives non-refundable upfront fees. Not all the indicators for transfer of control need to be
present for an entity to conclude that it has transferred control to its customer. Significant
judgment is required to determine if control has been transferred. For any licensing arrangements
an entity needs to exercise significant judgement when determining whether the licence is a
separate performance obligation within the contract and the appropriate timing of revenue
recognition from such licences.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 6
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)
Assessment of performance obligations must be made at contract inception. Significant judgement is required
when assessing the ‘distinct’ criteria for a promised good/service, especially in relation to determining
whether the good/ service is ‘distinct within the context of the contract’. An entity needs to carefully assess
whether there are any implied promises in the contract as implied promises can lead to revenue deferral until
the implied promise to transfer the good/service is met. Only those activities performed by an entity that
result in the transfer of a good or service to a customer can give rise to a separate performance obligation. In
some circumstances a careful analysis of activities is required to determine whether a separate performance
obligation exists or whether the activity is part of delivering a performance obligation.
4.2 BASIS OF CONSOLIDATION
The consolidated financial statements include the financial statements of the Company and its subsidiaries
made up to the end of the reporting period.
Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Potential voting rights are considered when assessing control only
when such rights are substantive. The Group also considers it has de facto power over an investee when,
despite not having the majority of voting rights, it has the current ability to direct the activities of the
investee that significantly affect the investee’s return.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective
date on which control ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Intragroup losses
may indicate an impairment that requires recognition in the consolidated financial statements. Where
necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of
accounting policies with those of the Group.
Merger Accounting for Common Control Business Combinations
A business combination involving entities under common control is a business combination in which all the
combining entities or subsidiaries are ultimately controlled by the same party or parties both before and
after the business combination, and that control is not transitory.
The financial statements have been prepared using merger accounting principles. This method has been
used on the basis that the business combination involving the entities in the Group involves entities under
common control. Consequently, the requirement of AASB 3 – Business Combinations, has not been applied.
Under the merger accounting principles, the acquirer accounts for the combination as follows:
• The assets and liabilities of the combining entities are recorded at their carrying amounts reported in
the combined financial statements and not at fair value.
• Intangible assets and contingent liabilities are only recognised to the extent that they were recognised
by the acquiree in accordance with applicable AASB’s.
• No goodwill is recorded. The difference between the acquirer’s cost of investment and the acquiree’s
equity is presented separately as a reserve (merger reserve).
• Any expenses of the combination are written off immediately in the statement of comprehensive
income.
• Comparatives are presented as if the entities had always been combined since the date the entities had
come under common control.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 7
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.2 BASIS OF CONSOLIDATION (CONT’D)
Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method,
the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred,
liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are
recognised in profit or loss when incurred.
In a business combination 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.
Non-controlling interests in the acquiree may be initially measured either at fair value or at the
non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets at the
date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.
Non-controlling Interests
Non-controlling interests are presented within equity in the consolidated statement of financial position,
separately from the equity attributable to owners of the Company. Profit or loss and each component of
other comprehensive income are attributed to the owners of the Company and to the non-controlling
interests. Total comprehensive income is attributed to non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
Changes in Ownership Interests in Subsidiaries Without Change of Control
All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of consideration paid or received is recognised directly in equity of
the Group.
Loss of Control
Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss
which is calculated as the difference between:-
(i)
the aggregate of the fair value of the consideration received and the fair value of any retained
interest in the former subsidiary; and
(ii)
the previous carrying amount of the assets (including goodwill), and liabilities of the former
subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the former subsidiary are
accounted for in the same manner as would be required if the relevant assets or liabilities were disposed of
(i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of any investments
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial
recognition for subsequent accounting under AASB 9 (2017 - AASB 139) or, when applicable, the cost on
initial recognition of an investment in an associate or a joint venture.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 8
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I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.3 FUNCTIONAL AND FOREIGN CURRENCIES (CONT’D)
(a)
Functional and Presentation Currency
The individual financial statements of each entity in the Group are presented in the currency of the
primary economic environment in which the entity operates, which is the functional currency.
For the purposes of the Financial Statements, the presentation currency used is Australian Dollars
and
has been
rounded
to
the
nearest
thousand,
unless otherwise
stated.
(b)
Foreign Currency Transactions and Balances
Transactions in foreign currencies are converted into the respective functional currencies on initial
recognition, using the exchange rates at the transaction dates. Monetary assets and liabilities at
the end of the reporting period are translated at the exchange rates ruling as of that date.
Non-monetary assets and liabilities are translated using exchange rates that existed when the
values were determined. All exchange differences are recognised
in profit or
loss.
(c)
Foreign Operations
Assets and liabilities of foreign operations (including any goodwill and fair value adjustments a
rising on acquisition) are translated to the Group’s presentation currency at the exchange rates at
the end of the reporting period. Income, expenses and other comprehensive income of foreign
operations are translated at exchange rates at the dates of the transactions. All exchange
differences arising from translation are taken directly to other comprehensive income and
accumulated in equity; attributed to the owners of the Company and non-controlling interests, as
appropriate.
Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated
as assets and liabilities of the foreign operations and are recorded in the functional currency of the
foreign operations and translated at the closing rate at the end of the reporting period.
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign
subsidiary, or a partial disposal involving loss of control over a subsidiary that includes a foreign
operation, or a partial disposal of an interest in an associate that includes a foreign operation of
which the retained interest becomes a financial asset), all of the exchange differences accumulated
in equity in respect of that foreign operation attributable to the owners of the Company are
reclassified to profit or loss as part of the gain or loss on disposal. The portion that related to
non-controlling
interests
is derecognised but
is not
reclassified
to profit or
loss.
In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing
control over the subsidiary, the proportionate share of accumulated exchange differences are
reattributed to non-controlling interests and are not recognised in profit or loss. When the Group
disposes of only part of its investment in an associate that includes a foreign operation while
retaining significant influence the proportionate share of the accumulative exchange differences is
reclassified to profit or loss.
In the consolidated financial statements, when settlement of an intragroup loan is neither planned
nor likely to occur in the foreseeable future, the exchange differences arising from translating such
monetary item are considered to form part of a net investment in the foreign operation and are
recognised in other comprehensive income.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 4 9
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.4 FINANCIAL INSTRUMENTS
Financial instruments are recognised in the consolidated statement of financial position when the Group has
become a party to the contractual provisions of the instruments.
Financial instruments are classified as financial assets, financial liabilities or equity instruments in
accordance with the substance of the contractual arrangement and their definitions in AASB 132. 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(other than trade receivables without significant
financing component which are measured at transaction price as defined in AASB 15 – Revenue from
Contracts with Customers at inception). Transaction costs that are directly attributable to the acquisition or
issue of the financial instrument (other than a financial instrument at fair value through profit or loss) are
added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the
financial instrument at fair value through profit or loss are recognised immediately in profit or loss.
Financial instruments recognised in the consolidated statement of financial position are disclosed in the
individual policy statement associated with each item.
(a)
Financial Assets
All recognised financial assets are measured subsequently in their entirety at either amortised cost
or fair value (through profit or loss, or other comprehensive income), depending on the
classification of the financial assets.
Debt Instruments
(i)
Amortised Cost
The financial asset is held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest. Interest income is recognised by
applying the effective interest rate to the gross carrying amount of the financial asset.
When the asset has subsequently become credit-impaired, the interest income is
recognised by applying the effective interest rate to the amortised cost of the financial
asset.
The effective interest method is a method of calculating the amortised cost of a financial
asset and of allocating interest income over the relevant period. The effective interest rate
is the rate that discounts estimated future cash receipts (including all fees and points paid
or received that form an integral part of the effective interest rate, transaction costs and
other premiums or discounts), excluding expected credit losses, through the expected life
of the financial asset or a shorter period (where appropriate).
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 0
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.4
FINANCIAL INSTRUMENTS (CONT’D)
(a)
Financial Assets (Cont’d)
(ii)
Fair Value Through Other Comprehensive Income
The financial asset is held for both collecting contractual cash flows and selling the financial
asset, where the asset’s cash flows represent solely payments of principal and interest.
Movements in the carrying amount are taken through other comprehensive income and
accumulated in the fair value reserve, except for the recognition of impairment, interest
income and foreign exchange difference which are recognised directly in profit or loss.
Interest
income
is calculated using
the effective
interest
rate method.
(ii)
Fair Value Through Profit or Loss (“FVTPL”)
All other financial assets that do not meet the criteria for amortised cost or fair value
through other comprehensive income are measured at FVPTL.
The Group reclassifies debt instruments when and only when its business model for managing
those assets change
Equity Instruments
All equity investments are subsequently measured at fair value with gains and losses recognised in
profit or loss except where the Group has elected to present the subsequent changes in fair value
in other comprehensive income and accumulated in the fair value reserve at initial recognition
The designation at fair value through other comprehensive income is not permitted if the equity
investment is either held for trading or is designated to eliminate or significantly reduce a
measurement
or
recognition
inconsistency
that
would
otherwise
arise.
Dividend income from this category of financial assets is recognised in profit or loss when the
Group’s right to receive payment is established unless the dividends clearly represent a recovery
of part of the cost of the equity investments.
(b)
Financial Liabilities
(i)
Financial Liabilities at FVTPL
FVTPL 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. The changes in fair value of these financial
liabilities are recognised in profit or loss.
(ii)
Other Financial Liabilities
Other financial liabilities are subsequently measured at amortised cost using the effective
interest method. The effective interest method is a method of calculating the amortised
cost of a financial liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments
(including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts), through the expected
life of
the
financial
liability or a
shorter period
(where appropriate)
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 1
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.4
FINANCIAL INSTRUMENTS (CONT’D)
(c)
Equity Instruments
Equity instruments classified as equity are measured at cost and are not remeasured subsequently.
(i)
Ordinary Shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue
of new ordinary 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.
(ii)
Repurchase of Share Capital
When the Company’s own shares recognised as equity are bought back, the amount of
the consideration paid, including all costs directly attributable, are recognised as a
deduction from equity. Own shares purchased that are not subsequently cancelled are
classified as treasury shares and are presented as a deduction from total equity. No gain
or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury
shares.
(d)
Derecognition
A financial asset or part of it is derecognised when, and only when, the contractual rights to the
cash flows from the financial asset expire or when it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial
asset measured at amortised cost, the difference between the carrying amount of the asset and
the sum of the consideration received and receivable is recognised in profit or loss. In addition, on
derecognition of a debt instrument classified as fair value through other comprehensive income,
the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from
equity to profit or loss. In contrast, there is no subsequent reclassification of the fair value reserve
to profit or loss following the derecognition of an equity investment.
A financial liability or a part of it 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.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 2
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.4
FINANCIAL INSTRUMENTS (CONT’D)
Accounting Policies Applied Until 31 December 2017
As disclosed in Note 3 to the financial statements, the Group has applied AASB 9 retrospectively but has
elected not to restate comparative information of its financial instruments as it did not have any material
impact. As a result, the comparative information of the Group’s financial assets continues to be accounted
for in accordance with the their previous accounting policies as summarised below:-
•
Financial assets were designated at fair value through profit or loss when the financial asset was
either held for trading or was designated to eliminate or significantly reduce a measurement or
recognition inconsistency that would otherwise arise. Derivatives were also classified as held for
trading unless they were designated as hedges. Financial assets at fair value through profit or loss
were stated at fair value at each reporting date with any gain or loss arising on remeasurement
recognised in profit or loss.
•
Unquoted trade receivables and other receivables with fixed or determinable payments were
classified as loans and receivables financial assets, measured at amortised cost using the effective
interest method, less any impairment loss. Interest income was recognised by applying the
effective interest rate, except for short-term receivables when the recognition of interest would be
immaterial.
4.5
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are
reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate
that the carrying values may not be recoverable. The cost of the investments includes transaction costs.
On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and
the carrying amount of the investments is recognised in profit or loss.
4.6
EQUIPMENT
All items of equipment are initially measured at cost. Cost includes expenditure that are directly attributable
to the acquisition of the asset and other costs directly attributable to bringing the asset to working
condition for its intended use.
Subsequent to initial recognition, all equipment are stated at cost less accumulated depreciation and any
impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when the cost is incurred and it is probable that the future economic benefits associated
with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying
amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of equipment are
recognised in profit or loss as incurred.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 3
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.6 EQUIPMENT (CONT’D)
Depreciation on equipment is charged to profit or loss (unless it is included in the carrying amount of
another asset) on the straight-line method to write off the depreciable amount of the assets over their
estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired
from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:-
Computers, handphone and printer
Furniture and fittings
Merchant equipment
Motor vehicles
Office equipment
Renovation
Signboard
20%
10%
10%
20%
10%
10%
10%
The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the
end of each reporting period to ensure that the amounts, method and periods of depreciation are
consistent with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of the equipment. Any changes are accounted for as a change in estimate.
When significant parts of an item of equipment have different useful lives, they are accounted for as
separate items (major components) of equipment.
An item of equipment is derecognised upon disposal or when no future economic benefits are expected
from its use. Any gain or loss arising from derecognition of the asset, being the difference between the net
disposal proceeds and the carrying amount, is recognised in profit or loss.
4.7
IMPAIRMENT
(a)
Impairment of Financial Assets
The Group recognises a loss allowance for expected credit losses on investments in debt
instruments that are measured at amortised cost.
The expected credit loss is estimated as the difference between all contractual cash flows that are
due to the Group in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at the original effective interest rate.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit
risk since initial recognition of the respective financial instrument. The Group always recognises
lifetime expected credit losses for trade receivables and contract assets using the simplified
approach. The expected credit losses on these financial assets are estimated using a provision
matrix based on the Group’s historical credit loss experience and are adjusted for forward-looking
information (including time value of money where appropriate).
For all other financial instruments, the Group recognises lifetime expected credit losses when there
has been a significant increase in credit risk since initial recognition. However, if the credit risk on
the financial instrument has not increased significantly since initial recognition, the Group measures
the loss allowance for that financial instrument at an amount equal to 12-month expected credit
losses.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 4
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.7
IMPAIRMENT (CONT’D)
(a)
Impairment of Financial Assets (Cont’d)
The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at fair value through other comprehensive
income, for which the loss allowance is recognised in other comprehensive income and
accumulated in the fair value reserve, and does not reduce the carrying amount of the financial
asset in the statement of financial position.
Accounting Policy Applied Until 31 December 2017
As disclosed in Note 3 to the financial statements, the Group has applied AASB 9 retrospectively but has
elected not to restate comparative information of its financial instruments. As a result, the comparative
information on the impairment of Group’s financial assets has been accounted for in accordance with its
previous accounting policy as summarised below:-
•
The Group assessed at the end of each reporting period whether there was objective evidence
that a financial asset (or group of financial assets) was impaired. Impairment losses were incurred
only if there was objective evidence of impairment as a result of one or more events that occurred
after the initial recognition of the asset and that event(s) had an impact on the estimated future
cash flows of the financial asset (or group of financial assets) that could be reliably estimated. In
the case of equity investments classified as available-for-sale, a significant or prolonged decline in
the fair value of the security below its cost was considered an indicator that the assets are
impaired.
(b)
Impairment of Non-Financial Assets
The carrying values of assets, other than those to which AASB 136 - Impairment of Assets does not
apply, are reviewed at the end of each 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. When the carrying amount of an asset exceeds its
recoverable amount, the asset is written down to its recoverable amount and an impairment loss
shall be recognised. The recoverable amount of an asset is the higher of the asset’s fair value less
costs to sell and its value in use, which is measured by reference to discounted future cash flows
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable amount of the cash-generating unit to
which the asset belongs.An impairment loss is recognised in profit or loss.
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 profit or loss immediately.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 5
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.8
LEASED ASSETS
(a)
Finance Assets
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and
rewards incidental to ownership. Upon initial recognition, the leased asset is measured at an
amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting
policy applicable to that asset. The corresponding liability is included in the statement of financial
position as hire purchase payables.
Minimum lease payments made under finance leases are apportioned between the finance costs
and the reduction of the outstanding liability. The finance costs, which represent the difference
between the total leasing commitments and the fair value of the assets acquired, are recognised in
the profit or loss and allocated over the lease term so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each accounting period.
(b)
Operating Lease
All leases that do not transfer substantially to the Group all the risks and rewards incidental to
ownership are classified as operating leases and, the leased assets are not recognised on the
consolidated statement of financial position of the Group.
Payments made under operating leases are recognised as an expense in the profit or loss on a
straight-line method over the term of the lease. Lease incentives received are recognised as a
reduction of rental expense over the lease term on a straight-line method. Contingent rentals are
charged to profit or loss in the reporting period in which they are incurred.
4.9
INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in,
first-out method and comprises the purchase price and incidentals incurred in bringing the inventories to
their present location and condition.
Net realisable value represents the estimated selling price less the estimated cost of completion and the
estimated costs necessary to make the sale.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 6
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.10
INCOME TAXES
(a)
Current Tax
Current tax assets and liabilities are expected amount of income tax recoverable or payable to the
taxation authorities.
Current taxes are measured using tax rates and tax laws that have been enacted or substantively
enacted at the end of the reporting period and are recognised in profit or loss except to the extent
that the tax relates to items recognised outside profit or loss (either in other comprehensive
income or directly in equity).
(b)
Deferred Tax
Deferred tax are recognised using the liability method for all temporary differences other than
those that arise from goodwill 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 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 assets are recognised for all deductible temporary differences, unused tax losses and
unused tax credits to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences, unused tax losses and unused tax credits can
be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting
period and reduced to the extent that it is no longer probable that the related tax benefits will be
realised.
Current and deferred tax items are recognised in correlation to the underlying transactions either in profit
or loss, other comprehensive income or directly in equity. Deferred tax arising from a business combination
is adjusted against goodwill or negative goodwill.
Current tax assets and liabilities or deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes
relate to the same taxable entity (or on different tax entities but they intend to settle current tax assets and
liabilities on a net basis) and the same taxation authority.
(c)
Goods and Services Tax (”GST”)
Revenues, expenses and assets are recognised net of GST except for the GST in a purchase of
assets or services which are not recoverable from the taxation authorities, the GST are included as
part of the costs of the assets acquired or as part of the expense item whichever is applicable.
In addition, receivables and payables are also stated with the amount of GST included (where
applicable).
The net amount of the GST recoverable from or payable to the taxation authorities at the end of
the reporting period is included in other receivables or other payables.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 7
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.11
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, 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 with original maturity periods of three months or less.
4.12
EMPLOYEE BENEFITS
(a)
Short-term Benefits
Wages, salaries, paid annual leave and bonuses are measured on an undiscounted basis and are
recognised in profit or loss, in the period in which the associated services are rendered by
employees of the Group.
(b)
Defined Contribution Plans
The Group’s contributions to defined contribution plans are recognised in profit or loss, in the
period to which they relate. Once the contributions have been paid, the Group has no further
liability in respect of the defined contribution plans.
(b)
Share-based Payment Transactions
The Group operates an equity-settled share-based compensation plan, under which the Group
receives services from employees as consideration for equity instruments of the Company (known
as “share options”).
At grant date, the fair value of the share options is recognised as an expense on a straight-line
method over the vesting period, based on the Group’s estimate of equity instruments that will
eventually vest, with a corresponding credit to employee share option reserve in equity. The
amount recognised as an expense is adjusted to reflect the actual number of the share options that
are expected to vest. Service and non-market performance conditions attached to the transaction
are not taken into account in determining the fair value.
In the Company’s separate financial statements, the grant of the share options to the subsidiaries’
employees is not recognised as an expense. Instead, the fair value of the share options measured
at the grant date is accounted for as an increase to the investment in subsidiary undertaking with
a corresponding credit to the employee share option reserve.
Upon expiry of the share option, the employee share option reserve is transferred to retained
profits.
When the share options are exercised, the employee share option reserve is transferred to share
capital or share premium if new ordinary shares are issued.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 8
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.13
RELATED PARTIES
A party is related to an entity (referred to as the “reporting entity”) if:-
(a)
A person or a close member of that person’s family is related to a reporting entity if that person:-
(i)
(ii)
(iii)
has control or joint control over the reporting entity;
has significant influence over the reporting entity; or
is a member of the key management personnel of the reporting entity or of a parent of the
reporting entity.
Close members of the family of a person are those family members who may be expected to
influence, or be influenced by, that person in their dealings with the reporting entity.
(b)
An entity is related to a reporting entity if any of the following conditions applies:-
(i)
The entity and the reporting entity are members of the same group (which means that
each parent, subsidiary and fellow subsidiary is related to the others).
(ii)
One entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member).
Both entities are joint ventures of the same third party.
One entity is a joint venture of a third entity and the other entity is an associate of the third
(iii)
(iv)
entity.
(v)
The entity is a post-employment benefit plan for the benefit of employees of either the
reporting entity or an entity related to the reporting entity. If the reporting entity is itself
(vi)
(vii)
such a plan, the sponsoring employers are also related to the reporting entity.
The entity is controlled or jointly controlled by a person identified in (a) above.
A person identified in (a)(i) above has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
(viii)
The entity, or any member of a group of which it is a part, provides key management
personnel services to the reporting entity or to the parent of the reporting entity.
Related parties also include key management personnel defined as those persons having authority and
responsibility for planning, directing and controlling the activities of the reporting entity either directly or
indirectly, including any director (whether executive or otherwise) of that entity.
4.14
PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) 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
the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the
time value of money is material, the provision is the present value of the estimated expenditure required to
settle the obligation. The unwinding of the discount is recognised as interest expense in profit or loss.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 5 9
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.15
FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is
directly observable or estimated using a valuation technique. The measurement assumes that the
transaction takes place either in the principal market or in the absence of a principal market, in the most
advantageous market. For non-financial asset, the fair value measurement takes into account a market
participant’s ability to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use.
For financial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:-
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity
can access at the measurement date;
Level 2: Inputs are inputs, other than quoted prices included within level 1, that are observable for the
asset or liability, either directly or indirectly; and
Level 3: Inputs are unobservable inputs for the asset or liability.
The transfer of fair value between levels is determined as of the date of the event or change in
circumstances that caused the transfer.
4.16 REVENUE AND OTHER INCOME
(a)
Revenue From Contracts With Customers
Revenue which represents income arising in the course of the Group’s ordinary activities is
recognised by reference to each distinct performance obligation promised in the contract with
customer when or as the Group transfers the control of the goods or services promised in a
contract and the customer obtains control of the goods or services. Depending on the substance
of the respective contract with customer, the control of the promised goods or services may
transfer over time or at a point in time.
A contract with customer exists when the contract has commercial substance, the Group and its
customer has approved the contract and intend to perform their respective obligations, the
Group’s and the customer’s rights regarding the goods or services to be transferred and the
payment terms can be identified, and it is probable that the Group will collect the consideration to
which it will be entitled to in exchange of those goods or services.
Recognition and Measurement
At the inception of each contract with customer, the Group assesses the contract to identify
distinct performance obligations, being the units of account that determine when and how revenue
from the contract with customer is recognised. A performance obligation is a promise to transfer a
distinct good or service (or a series of distinct goods or services that are substantially the same
and that have the same pattern of transfer) to the customer that is explicitly stated in the contract
and/or implied in the Group’s customary business practices. A good or service is distinct if:-
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 0
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.16 REVENUE AND OTHER INCOME (CONT’D)
(a)
Revenue From Contracts With Customers ( Cont’d)
Recognition and Measurement (Cont’d)
(i)
the customer can either benefit from the good or service on its own or together with other
readily available resources; and
(ii)
the good or service is separately identifiable from other promises in the contract (e.g. the
good or service is not integrated with, or significantly modify, or highly interrelated with,
other goods or services promised in the contract).
If a good or service is not distinct, the Group combines it with other promised goods or services
until the Group identifies a distinct performance obligation consisting a distinct bundle of goods or
services.
Revenue is measured at the amount of consideration to which the Group expects to be entitled in
exchange for transferring the promised goods or services to the customers, excluding amounts
collected on behalf of third parties such as sales and service taxes or goods and services taxes. If
the amount of consideration varies due to discounts, rebates, refunds, credits, incentives,
performance bonuses, penalties or other similar items, the Group estimates the amount of
consideration that it expects to be entitled based on the expected value or the most likely outcome
but the estimation is constrained up to the amount that is highly probable of no significant reversal
in the future. If the contract with customer contains more than one distinct performance obligation,
the amount of consideration is allocated to each distinct performance obligation based on the
relative stand-alone selling prices of the goods or services promised in the contract. If a standalone
selling prices is not directly observable, the Group will need to estimate it using adjusted market
assessment approach, expected cost plus a margin approach and residual approach.
The consideration allocated to each performance obligation is recognised as revenue when or as
the customer obtains control of the goods or services. At the inception of each contract with
customer, the Group determines whether control of the goods or services for each performance
obligation is transferred over time or at a point in time.
Control over the goods or services are transferred over time and revenue is recognised over time if:
(i)
the customer simultaneously receives and consumes the benefits provided by the Group’s
performance as the Group performs;
(ii)
(iii)
the Group’s performance creates or enhances a customer-controlled asset; or
the Group’s performance does not create an asset with alternative use and the Group has
a right to payment for performance completed to date.
Revenue for performance obligation that is not satisfied over time is recognized at the point in time
at which the customer obtains control of the promised goods or services.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 1
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.16 REVENUE AND OTHER INCOME (CONT’D)
(a)
Revenue From Contracts With Customers ( Cont’d)
Recognition and Measurement (Cont’d)
Specific revenue recognition criteria for each of the Group’s activities are as described below.
(i)
Revenue from software platform activation
Revenue from software platform activation is recognized upon the deployment of the
platform’s software and technology for the customer, namely the affiliates marketer use
to conduct offline and online marketing business. The deployment process is all of the
activities undertaken to recognize the software platform according to specific
characteristics of the program performance incentives as stipulated in the contract with
affiliates and to activate some form of command relating to software component for
affiliates execution when using the software platform. The performance obligation is
satisfied at a point in time upon completion of the software deployment process.
(ii)
Revenue from training and business support tool kit and related material
Revenue is recognised upon provision of training and training materials to the new
affiliates. The performance obligation is satisfied at a point in time upon completion of the
training course.
(iii)
Revenue from licence right to access
The licence arrangement gives the affiliates the right to access the platform services as it
exists over certain period of time granted under the contract. The Group’s performance
obligation during the licensed period is provision of affiliate management services such as
monitoring of transaction traffic conducted by refe rred customer and, coordination and
execution of compensation payment of program fee to affiliate based on affiliates’
program performance incentive terms and to customer based on affiliate program
incentive.
The revenue from licence right to access is recognized over time when the Group met all
the following criteria:-
The Group will undertake either contractually or based on customary business practices
activities that significantly affect the software platform to which the affiliate has rights.
(a)
the Group’s activities do not otherwise transfer a good or services to the affiliates
as they occur.
(b)
the rights granted by the licence directly expose the affiliates to both positive and
negative effects of the activities on the software platform and the affiliates
entered into the contract with the intent of being exposed to those effects.
Deferred revenue are licence fee received upfront and allocated to performance
obligation in respect of software platform licences that are unsatisfied as at the end of the
reporting period. Licences that provide access are performance obligations satisfied over
time and, therefore, deferred revenue is recognised over the license period.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 2
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.16 REVENUE AND OTHER INCOME (CONT’D)
(a)
Revenue From Contracts With Customers ( Cont’d)
Recognition and Measurement (Cont’d)
(iv)
Revenue from affiliate program
Revenue from affiliate program is determined based on total discount rate allocated by the
customer, namely the merchant (also known as retailer or brand) computed based on each
successful sale transaction referred.
(b)
Sale of Goods
Revenue from sale of goods is recognised when the Group has transferred control of the goods to
the customer, being when the goods have been delivered to the customer and upon its
acceptance. Following delivery, the customer has full discretion over the manner of distribution and
price to sell the goods, and bears the risks of obsolescence and loss in relation to the goods
(c)
Seminar and Event Activity Income
Seminar and event activity income are recognised upon rendering of services and when the
outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of
the expenses incurred that are recoverable.
(d)
Interest Income
Interest income is recognised on an accrual basis using the effective interest method unless
collectability
is
in doubt,
in which case
it
is recognised on a cash receipt basis.
(e)
Rental Income
Rental
income
is accounted
for on a straight-line method over
the
lease
term.
4.17 EARNINGS PER SHARE
(a)
Basic Earnings Per Share
Basic earnings per ordinary share is calculated by dividing the consolidated profit or loss
attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the reporting period, adjusted for own shares held.
(b)
Diluted earnings per share
Diluted earnings per ordinary share is determined by adjusting the consolidated profit or loss
attributable to ordinary shareholders of the Company and the weighted average number of
ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential
ordinary shares.
4.18 BORROWING COSTS
Borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss using the effective interest method.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 3
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
4.19 CONTRACT ASSET AND CONTRACT LIABILITY
A contract asset is recognised when the Group’s right to consideration is conditional on something other
than the passage of time. A contract asset is subject to impairment in accordance to AASB 9 – Financial
Instruments.
A contract liability is stated at cost and represents the obligation of the Group to transfer goods or
services to a customer for which consideration has been received (or the amount is due) from the
customers. The entity has used “deferred revenue” heading to report contract liability as this better
represents the nature of outstanding amounts.
4.20 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET MANDATORY OR
EARLY ADOPTED
Australian Accounting Standards and Interpretations that have recently been issued or amended but are
not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 31
December 2018. The Group's assessment of the impact of these new or amended Accounting Standards
and Interpretations, most relevant to the Group, are set out below.
(a)
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The
standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating
leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the
statement of financial position, measured at the present value of the unavoidable future lease
payments to be made over the lease term. The exceptions relate to short-term leases of 12
months or less and leases of low-value assets (such as personal computers and small office
furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset is
recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding
to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives
received, initial direct costs incurred and an estimate of any future restoration, removal or
dismantling costs. Straight-line operating lease expense recognition will be replaced with a
depreciation charge for the leased asset (included in operating costs) and an interest expense on
the recognised lease liability (included in finance costs).
In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be
higher when compared to lease expenses under AASB 117. However EBITDA (Earnings Before
Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense
is replaced by interest expense and depreciation in profit or loss under AASB 16.
For classification within the statement of cash flows, the lease payments will be separated into
both a principal (financing activities) and interest (either operating or financing activities)
component. For lessor accounting, the standard does not substantially change how a lessor
accounts for leases. The Group will adopt this standard from 1 January 2019 but the impact of its
adoption is yet to be assessed by the Group.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 4
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
5. REVENUE
Revenue recognised at a point in time
Software activation
Training
Affiliate program fees
Seminar and event
Merchandise sales
Revenue recognised over time
License right to access
6. (LOSS)/PROFIT BEFORE TAXATION
(Loss)/Profit before taxation is arrived at after
charging/(crediting):-
Allowance for impairment losses on trade receivables
Audit fee
Depreciation of equipment
Directors’ remuneration:
- salaries, bonuses and allowances
- defined contribution plan
Equipment written off
Interest expense on financial liability not at FVTPL :
- hire purchase
Loss on disposal of equipment
Rental of equipment
Rental of premises
Staff costs:
- salaries, bonuses, commissions and allowances
- defined contribution plan
- others
Interest income on financial assets that are:
- at FVTPL
- not at FVTPL
Fair value gain on short-term investments
Rental income
The Group
2018
AUD$’000
2017
AUD$’000
5,510
1,599
340
447
41
7,937
1,614
9,551
6,482
1,847
325
576
91
9,321
1,282
10,603
The Group
2018
AUD$’000
2017
AUD$’000
-
93
263
313
99
6
13
-
35
612
880
87
94
(243)
(50)
-
(132)
78
96
218
273
17
-
10
8
42
545
1,188
98
50
(304)
(28)
(12)
(208)
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 5
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
7. INCOME TAX EXPENSE/(BENEFIT)
Income tax expense:
- for the financial year
- underprovision in previous financial years
Deferred tax asset (Note 15):
- for the financial year
- overprovision in previous financial years
The Group
2018
AUD$’000
2017
AUD$’000
120
22
142
(64)
10
(54)
88
87
523
610
(831)
-
(831)
(221)
A reconciliation of the income tax expense applicable to the (loss)/profit before taxation at the statutory tax
rate to the income tax expense at the effective tax rate of the Group is as follows:-
The Group
2018
AUD$’000
2017
AUD$’000
(Loss)/Profit before taxation
Tax at the statutory tax rates
Tax effects of:-
Tax incentive for pioneer products
Non-deductible expenses
Non-taxable income
Deferred tax assets not recognised
Recognition of previously unrecognised
deductible temporary differences arising
from tax paid in advance on fees received in
advance
Underprovision in previous financial years:
- current tax
- deferred tax
Income tax expense/(benefit) for the financial year
(188)
(45)
(385)
280
(57)
263
-
22
10
88
367
88
(658)
481
(71)
61
(645)
523
-
(221)
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 6
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
8. LOSS PER SHARE
(Loss)/Profit after taxation
Non-controlling interest
Loss after taxation attributable to the owners of the parent
Basic loss per share
Weighted average number of ordinary shares used in calculating
basic loss per share
Basic loss per share
Diluted loss per share
Weighted average number of ordinary shares used in calculating
basic loss per share
Diluted loss per share
9. INVENTORIES
At cost:-
Merchandise held for sale
Recognised in profit or loss:
Inventories recognised as cost of sales
None of the inventories are stated at net realisable value.
The Group
2018
AUD$’000
2017
AUD$’000
(276)
(515)
(791)
588
(870)
(282)
The Group
2018
Number
2017
Number
183,989,966
180,907,049
Cents
(0.43)
Cents
(0.16)
183,989,966
180,907,049
Cents
(0.43)
Cents
(0.16)
The Group
2018
AUD$’000
2017
AUD$’000
19
37
17
53
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 7
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
10. TRADE RECEIVABLES
Trade receivables
Allowance for impairment losses
The Group
2018
AUD$’000
2017
AUD$’000
598
(223)
375
435
(205)
230
(143)
(78)
21
(5)
(205)
Allowances for impairment losses:
At 1.1 2018/2017 (amount reported under AASB 9 (2017 – AASB 139))
(205)
Addition during the financial year
Written off during the financial year
Foreign exchange translation differences
At 31.12.2018/2017
-
-
(18)
(223)
The Group’s normal trade credit terms range from 30 to 60 (2017 - 30 to 60) days.
11. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Other receivables
Deposits
Prepayments
12. CASH AND CASH EQUIVALENTS
Short-term investments with financial institutions,
at fair value
Cash and bank balances
Market value of short-term investments
The Group
2018
AUD$’000
2017
AUD$’000
310
278
372
960
262
309
258
829
The Group
2018
AUD$’000
2017
AUD$’000
7,382
2,571
9,953
7,382
8,933
3,960
12,893
8,933
The short-term investments are highly liquid investments in fixed income securities, Islamic money market
fund and money market instruments that are readily convertible to known amounts of cash.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 8
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
13. CONTROLLED ENTITIES
Details of the subsidiaries are as follows:-
Country of
Incorporation
Effective
Equity Interest
2018% 2017%
Principal
Activities
I Synergy (Singapore) Pte Ltd
Singapore
100
100
Investment holding.
(“ISS”)
Held by ISS
I Synergy Consolidated Sdn
Malaysia
100
100
Investment holding.
Bhd (“ISC”)
PT Inovatif Sinergi Internasional
Indonesia
100
100
Business of affiliate marketing and related
(“PTISI”)
Held by ISC
affiliate management services for
commercial industry.
I Synergy International (M) Sdn
Malaysia
100
100
Business of affiliate marketing and related
Bhd (“ISI”)
affiliate management services for
commercial industry.
I Synergy Universal Sdn Bhd
Malaysia
70
70
Research, development, maintenance and
(“ISU”)
commercialisation of proprietary affiliate
marketing platform.
I Synergy Edutech Sdn Bhd
Malaysia
100
100
Research, development, maintenance and
(“ISE”)
commercialisation of proprietary
learning management system.
I Synergy Rewards Sdn Bhd
Malaysia
100
100
Business of retail affiliate marketing and
(“ISR”)
related affiliate services for commercial
industry.
I Synergy Connect Sdn Bhd
Malaysia
100
100
Business of affiliate marketing and related
(“ISN”)
affiliate services for commercial industry.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 6 9
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
13. CONTROLLED ENTITIES (CONT’D)
The non-controlling interest at the end of the reporting period comprise the following:-
Effective
Equity Interest
2018
%
2017
%
The Group
2018
AUD$’000
2017
AUD$’000
ISU
30
30
1,904
2,207
The summarised financial information (before intra-group elimination) for the subsidiary that has
non-controlling interest that are material to the Group is as follows:-
At 31 December
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Financial Year Ended 31 December
Revenue
Profit for the financial year
Total comprehensive income
Total comprehensive income attributable to non-controlling interest
Net cash from operating activities
Net cash from investing activities
Net cash used in financing activities
ISU
2018
AUD$’000
2017
AUD$’000
24
6,329
-
(9)
6,344
1,968
1,716
1,966
691
1,201
212
(3,319)
41
7,377
-
(63)
7,355
3,183
2,899
3,043
913
3,903
406
(2,850)
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 0
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
14. EQUIPMENT
The Group
2018
Computers, handphone
and printer
Furniture and fittings
Merchant equipment
Motor vehicles
Office equipment
Renovation
Signboard
2017
Computers, handphone
and printer
Furniture and fittings
Merchant equipment
Motor vehicles
Office equipment
Renovation
Signboard
At
1.1.2018
AUD$’000
Additions
AUD$’000
Written Off
AUD$’000
Depreciation
Charges
AUD$’000
Foreign
Currency
Translation
Difference
AUD$’000
At
31.12.2018
AUD$’000
115
48
124
266
99
580
19
1,251
8
15
-
184
22
52
3
284
-
-
-
-
-
(6)
-
(6)
(44)
(8)
(13)
(105)
(14)
(76)
(3)
10
4
10
25
7
50
2
89
59
121
370
114
600
21
(263)
108
1,374
At
1.1.2017
AUD$’000
Additions
AUD$’000
Disposals
AUD$’000
Depreciation
Charges
AUD$’000
Foreign
Currency
Translation
Difference
AUD$’000
At
31.12.2017
AUD$’000
104
48
122
300
98
545
14
44
6
14
106
16
88
6
-
-
-
(62)
(4)
-
-
(36)
(7)
(14)
(82)
(12)
(65)
(2)
1,231
280
(66)
(218)
3
1
2
4
1
12
1
24
115
48
124
266
99
580
19
1,251
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 1
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
14. EQUIPMENT (CONT’D)
The Group
2018
Computers, handphone and printer
Furniture and fittings
Merchant equipment
Motor vehicles
Office equipment
Renovation
Signboard
2017
Computers, handphone and printer
Furniture and fittings
Merchant equipment
Motor vehicles
Office equipment
Renovation
Signboard
At
Cost
AUD$’000
Accumulated
Depreciation
AUD$’000
Net Book
Value
AUD$’000
273
91
138
534
155
801
27
(184)
(32)
(17)
(164)
(41)
(201)
(6)
89
59
121
370
114
600
21
2,019
(645)
1,374
At
Cost
AUD$’000
Accumulated
Depreciation
AUD$’000
Net Book
Value
AUD$’000
241
70
127
317
124
694
22
(126)
(22)
(3)
(51)
(25)
(114)
(3)
115
48
124
266
99
580
19
1,595
(344)
1,251
Included in the net book value of equipment of the Group at the end of the reporting period were motor
vehicles with a total net book value of AUD$368,000 (2017 - AUD$254,000), which was acquired under
hire purchases terms.
The motor vehicles with a total net book value of AUD$368,000 (2017 - AUD$254,000) are held in trust
by a director of the Company.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 2
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
15. DEFERRED TAX ASSETS
At 1.1.2018/2017
Recognised in profit or loss (Note 7)
Foreign currency translation differences
At 31.12.2018/2017
The deferred tax assets represented by:-
Deductible temporary differences arising from tax paid in
advance on the software platform license fees received in
advance from affiliates – Deferred revenue
Accelerated capital allowance over depreciation
The Group
2018
AUD$’000
2017
AUD$’000
865
54
77
996
-
831
34
865
The Group
2018
AUD$’000
2017
AUD$’000
1,018
(22)
996
876
(11)
865
16. TRADE PAYABLES
The normal trade credit terms granted to the Group range from 30 to 60 (2017 - 30 to 60) days.
17. OTHER PAYABLES AND ACCRUALS
Other payables
Deposits received
Accruals
The Group
2018
AUD$’000
2017
AUD$’000
1,241
86
109
1,436
1,115
133
495
1,743
Included in other payables of the Group is commission payable to affiliates amounting to approximately
AUD$485,000 (2017 – AUD$458,000).
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 3
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
18. AMOUNT OWING TO A RELATED PARTY
The Group
2018
AUD$’000
2017
AUD$’000
Amount owing to a related party
-
3
The amount in the previous financial year was owing to a related party, I Synergy Holdings Berhad (the
former holding company of the Group). The amount was non-trade in nature, unsecured, interest-free
and repayable on demand. The amount owing was settled in cash.
19. HIRE PURCHASE PAYABLES
Minimum hire purchase payments:
- not later than one year
- later than one year and not later than five years
Less: Future finance charges
Present value of hire purchase payables
Current
Not later than one year
Non-Current
Later than one year and not later than five years
The Group
2018
AUD$’000
2017
AUD$’000
194
209
403
(37)
366
177
189
366
76
219
295
(29)
266
64
202
266
(a)
The hire purchase payables of the Group are secured by the Group’s motor vehicles under finance
leases as disclosed in Note 14 to the financial statements.
(b)
The hire purchase payable bore effective interest rates ranging from 4.37% to 8.24% (2017 - 4.29%
to 8.24%) as at the end of the reporting period. The interest rates are fixed at the inception of the
hire purchase arrangements.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 4
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
20. DEFERRED REVENUE
License right to access:
Current liabilities
Non-current liabilities
The Group
2018
AUD$’000
2017
AUD$’000
1,316
6,664
7,980
1,151
6,584
7,735
Deferred revenue represent the amount of transaction price received upfront and allocated to
performance obligation in respect of software platform licences that are unsatisfied as at the end of the
reporting period. The software platform license provides for the rights to access the Group’s affiliate
marketing system as it exists throughout the licensed period. Licences that provide access are
performance obligations satisfied over a certain period of time (between 3 years to 10 years) and,
therefore, deferred revenue is recognised over that licensed period.
The significant changes in the deferred revenue balance during the financial year are summarised below:-
Contract liabilities balance at the beginning of the
financial year recognised as revenue
Advances received on licence right to access
The Group
2018
AUD$’000
2017
AUD$’000
1,212
905
1,062
1,319
The following table shows revenue expected to be recognised in the future related to performance
obligation that are unsatisfied (or partially satisfied) at the reporting date:-
Financial year ending 31 December 2018
Financial year ending 31 December 2019
Financial year ending 31 December 2020
Financial year ending 31 December 2021
Financial year ending 31 December 2022
Financial year ending 31 December 2023
Financial year ending 31 December 2024
Financial year ending 31 December 2025
Financial year ending 31 December 2026
Financial year ending 31 December 2027
Financial year ending 31 December 2028
The Group
2018
AUD$’000
2017
AUD$’000
-
1,316
1,241
1,163
1,129
1,110
918
620
351
114
18
1,151
1,091
1,022
982
966
949
776
504
256
38
-
7,980
7,735
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 5
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
21. SHARE CAPITAL
Fully Paid-Up Ordinary Shares
Number Of Shares
2018
2017
2018
AUD$’000
2017
AUD$’000
The Group/The Company
At 1.1.2018/2017
Issuance of new shares
Shares buy-back
184,719,945
166,556,292
-
(1,651,857)
19,037,351
(873,698)
At 31.12.2018/2017
183,068,088
184,719,945
2,665
-
(223)
2,442
70
2,732
(137)
2,665
The detailed movements in fully paid-up ordinary shares during the financial year are as follows:-
Details
At 1.1.2018
Date
Shares
Issue price
AUD$
AUD$’000
184,719,945
2,665
Share buy-back and subsequently cancelled
10.1.2018
Share buy-back and subsequently cancelled
25.1.2018
Share buy-back and subsequently cancelled
6.2.2018
Share buy-back and subsequently cancelled
8.2.2018
Share buy-back and subsequently cancelled
12.2.2018
Share buy-back and subsequently cancelled
27.2.2018
Share buy-back and subsequently cancelled
5.3.2018
Share buy-back and subsequently cancelled
6.3.2018
Share buy-back and subsequently cancelled
7.3.2018
Share buy-back and subsequently cancelled
9.3.2018
Share buy-back and subsequently cancelled
7.8.2018
Share buy-back and subsequently cancelled
9.8.2018
Share buy-back and subsequently cancelled
10.8.2018
Share buy-back and subsequently cancelled
23.8.2018
Share buy-back and subsequently cancelled
29.8.2018
Share buy-back and subsequently cancelled
10.9.2018
Share buy-back and subsequently cancelled
12.9.2018
Share buy-back and subsequently cancelled
14.9.2018
Share buy-back and subsequently cancelled
17.9.2018
(802)
(78,703)
(45,126)
(41,021)
(68,650)
(5,000)
(10,000)
(5,000)
(20,000)
(25,000)
(74,890)
(200,000)
(160,000)
(259,165)
(10,500)
(80,000)
(170,000)
(320,000)
(78,000)
0.1501
0.1452
0.1453
0.1453
0.1452
0.1478
0.1514
0.1528
0.1507
0.1506
0.1300
0.1300
0.1250
0.1331
0.1300
0.1400
0.1350
0.1350
0.1300
*
(11)
(7)
(6)
(10)
(1)
(1)
(1)
(3)
(4)
(10)
(26)
(20)
(35)
(1)
(11)
(23)
(43)
(10)
At 31.12.2018
183,068,088
2,442
During the financial year, the Company has purchased 1,651,857 (2017 – 873,698) of its issued ordinary
shares from the open market and total consideration paid for the purchases was AUD$223,000 (2017 –
AUD$137,000) including transaction costs. The entire ordinary shares purchased were cancelled during
the financial year.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 6
For personal use only (Loss)/Profit before taxation is arrived at after
charging/(crediting):-
Allowance for impairment losses on trade receivables
Audit fee
Depreciation of equipment
Directors’ remuneration:
- salaries, bonuses and allowances
- defined contribution plan
Equipment written off
- hire purchase
Loss on disposal of equipment
Rental of equipment
Rental of premises
Staff costs:
Interest expense on financial liability not at FVTPL :
- salaries, bonuses, commissions and allowances
- defined contribution plan
- others
Interest income on financial assets that are:
- at FVTPL
- not at FVTPL
Rental income
Fair value gain on short-term investments
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
22. MERGER DEFICIT
The merger deficit relates to the subsidiaries which were consolidated under the merger method of
accounting.
The merger deficit arose from the difference between the nominal value of shares issued for the
acquisition of subsidiaries and the nominal value of the shares acquired.
23. FOREIGN EXCHANGE TRANSLATION RESERVE
The foreign exchange translation reserve arose from the translation of the financial statements of foreign
subsidiaries.
24. OPTION RESERVE
The option reserve represents the equity-settled option granted to employees. The reserve is made up
of the cumulative value of services received from employees recorded over the vesting period
commencing from the grant date of equity-settled option and is reduced by the expiry or exercise of the
options.
The Employee Incentive Plan of the Company (“EIP”) is governed by the EIP Applicable Laws and was
approved by shareholders on 22 September 2016.
The total equity-settled option expense for the financial year was AUD$77,000 (2017 – Nil).
Option
The option price and the details in the movement of the options granted are as follows:
Number
Of
Options
Granted
Date of
Offer
Exercise
Price
30.3.2017
1,950,000
AUD$0.30
Vesting
And
Exercise
Date
Over 3
Years
Number Of Options Over Ordinary Shares
Expiry
Date
At
1.1.2018
Granted
Vested
Lapsed
At
31.12.2018
5 years
1,500,000
1,500,000
-
-
(500,000)
(400,000)
600,000
(500,000)
(400,000)
600,000
The option price and the details in the movement of the options vested are as follows:
Number
Of
Options
Granted
Date of
Offer
Exercise
Price
30.3.2017
1,950,000
AUD$0.30
Vesting
And
Exercise
Date
Over 3
Years
Number Of Options Over Ordinary Shares
Expiry
Date
At
1.1.2018
Vested
Exercised
Lapsed
At
31.12.2018
5 years
-
-
500,000
500,000
-
-
-
-
500,000
500,000
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 7
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
24. OPTION RESERVE (CONT’D)
Performance Right
The details in the movement of the performance rights granted are as follows:
Date of
Offer
30.3.2017
30.3.2017
30.3.2017
Class
A
B
C
Number Of
Performance
Right
Granted
200,000
200,000
200,000
Terms
1
2
3
Number Of Options Over Ordinary Shares
At
1.1.2018
200,000
200,000
200,000
600,000
Granted
Vested
Lapsed
-
-
-
-
(200,000)
-
-
(200,000)
-
-
-
-
At
31.12.2018
-
200,000
200,000
400,000
Note:
1 - The holder remains engaged by the Company for 1 year from 30 March 2017.
2 -
3 -
The holder remains engaged by the Company for 2 years from 30 March 2017.
The holder remains engaged by the Company for 3 years from 30 March 2017.
The details in the movement of the performance rights vested are as follows:
Date of
Offer
Class
Number Of
Performance
Right
Granted
30.3.2017
A
200,000
Number Of Options Over Ordinary Shares
At
1.1.2018
Vested
Exercised
Lapsed
At
31.12.2018
-
-
200,000
200,000
-
-
(200,000)
(200,000)
-
-
No person to whom the share option and performance rights has been granted above has any right to
participate by virtue of the option in any share issue of the any other company.
The number of options exercisable as at the end of the reporting period was 500,000 (2017 – Nil) and
have an exercise price of AUD$0.30 and a remaining contractual life of approximately 3 years.
There is no equity-settled option granted during the financial year (2017 – 1,950,000 options granted).
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 8
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
24. OPTION RESERVE (CONT’D)
The fair values of the share options vested were estimated using a binomial model, taking into account the
terms and conditions upon which the options were vested. The fair value of the share options measured
at vesting date and the assumptions used are as follows:-
The Group/The Company
Fair value of share options at the grant date (AUD$)
Weighted average ordinary share price (AUD$)
Exercise price of share option (AUD$)
Expected volatility (%)
Expected life (years)
Risk free rate (%)
Expected dividend yield (%)
25. DIVIDEND PAID
An unfranked interim dividend of 0.40 (2017 – 0.30)
cents per ordinary share in respect of the financial year
ended 31 December 2018
26. SIGNIFICANT RELATED PARTY DISCLOSURES
(a)
Identities of Related Parties
2018
0.11
0.17
0.30
95.25
5
2.36
1.76
2017
-
-
-
-
-
-
-
The Company
2018
AUD$’000
2017
AUD$’000
735
557
Parties are considered to be related to the Group if the Group or the Company has the ability,
directly or indirectly, to control or jointly control the party or exercise significant influence over the
party in making financial and operating decisions, or vice versa, or where the Group or the
Company and the party are subject to common control.
In addition to the information detailed elsewhere in the financial statements, the Group has related
party relationships with its directors, key management personnel and entities within the same
group of companies.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 7 9
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
26. SIGNIFICANT RELATED PARTY DISCLOSURES (CONT’D)
(b)
Related Party Transactions and Balances
Other than those disclosed elsewhere in the financial statements, the Group carried out the f
ollowing transactions with the related parties during the financial year:-
Triple Gem Sdn Bhd (Director-related entity of
Dato’ Teo Chee Hong)
- Office rental
The Group
2018
AUD$’000
2017
AUD$’000
175
174
All transactions were made on normal commercial terms and conditions and at market rates.
The significant outstanding balances of the related parties together with their terms and conditions are
disclosed in the respective notes to the financial statements.
Triple Gem Sdn Bhd
Triple Gem Sdn. Bhd, a company which is wholly owned by Dato’ Teo Chee Hong, provided office
accommodation to the Group during the financial year. A total amount of AUD$175,000
(2017 - AUD$174,000) was paid to Triple Gem Sdn Bhd for the year ended 31 December 2018.
(c)
Key Management Personnel Compensation
Key management personnel compensation
(including directors’ remuneration):
- short-term employee benefits
- define contribution plan
The Group
2018
AUD$’000
2017
AUD$’000
652
46
698
417
31
448
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 0
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
27. REMUNERATION OF AUDITORS
During the financial year, the following fees were paid or payable for services provided by Crowe Horwath
Perth, the auditor of the Company and its network firms:
Audit services – Crowe Horwath Perth
Audit and/or review of the financial statements
Audit services - network firms
Audit and/or review of the financial statements
Other services - network firms
Policies and procedures documentation support service
Tax advice
Tax compliance
Sub-total
Total
The Group
2018
AUD$’000
2017
AUD$’000
57
32
-
-
9
9
41
98
49
30
19
46
6
71
101
150
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 1
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
28. PARENT ENTITY INFORMATION
The following information has been extracted from the books and records of the parent and has been
prepared in accordance with the Australian Accounting Standards and Interpretations.
Statement of Financial Position
Total current assets
Total assets
Total current liabilities
Total liabilities
Net Assets
Equity
Share capital
Accumulated losses
Option reserve
Total equity
Statement of Profit or Loss and Other Comprehensive Income
Profit after income tax
Total comprehensive income
Contingent Liabilities
Parent
2018
AUD$’000
2017
AUD$’000
2,292
2,292
74
74
2,218
2,442
(301)
77
2,218
668
668
2,480
2,480
50
50
2,430
2,665
(235)
-
2,430
422
422
The directors are not aware of any contingent liabilities or assets as at the date of these financial
statements (2017 - Nil).
Contractual Commitments
At the end of the reporting period, I Synergy Group Limited had not entered into any contractual
commitments (2017 - Nil).
Significant Accounting Policies
The accounting policies of the parent entity are consistent with those of the consolidated entities as
disclosed throughout the report
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 2
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS
The Group’s activities are exposed to a variety of market risk (including foreign currency risk, interest rate
risk and equity price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy
focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Group’s financial performance.
29.1 FINANCIAL RISK MANAGEMENT POLICIES
The Group’s policies in respect of the major areas of treasury activity are as follows:-
(a)
Market Risk
(i) Foreign Currency Risk
The Group undertakes certain transactions denominated in foreign currency and is exposed
to foreign currency risk through foreign exchange rate fluctuations.
The Group’s exposure to foreign currency risk (a currency which is other than the functional
currency of the entities within the Group) based on the carrying amounts of the financial
instruments at the end of the reporting period is summarised below:-
Foreign Currency Exposure
Australia
Dollar
AUD$’000
Singapore
Dollar
AUD$’000
United
State
Dollar
AUD$’000
Indonesian
Rupiah
AUD$’000
Ringgit
Malaysia
AUD$’000
Total
AUD$’000
The Group
2018
Financial Assets
Trade receivables
Other receivables
and deposits
Cash and cash
equivalents
Financial Liabilities
Trade payables
Other payables and
accruals
Hire purchase
payables
Net financial assets
Less: Net financial
assets
denominated in the
respective entities’
functional currencies
5
2,298
2,303
-
74
-
74
(2,196)
Currency Exposure
33
-
-
49
49
-
-
-
-
12
47
47
106
-
48
-
48
363
534
7,513
8,410
375
588
9,953
10,916
106
106
1,310
1,436
366
1,782
366
1,908
2
46
48
-
4
-
4
(9)
35
-
49
(58)
(6,628)
(8,891)
-
-
117
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 3
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS (CONT’D)
29.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(a)
Market Risk (Cont’d)
(i) Foreign Currency Risk (Cont’d)
Foreign Currency Exposure (Cont’d)
Australia
Dollar
AUD$’000
Singapore
Dollar
AUD$’000
United
State
Dollar
AUD$’000
Indonesian
Rupiah
AUD$’000
Ringgit
Malaysia
AUD$’000
Total
AUD$’000
-
6
2,464
2,470
-
47
-
-
47
-
2
32
34
-
3
-
-
3
-
-
45
45
-
-
-
-
-
2,423
31
45
-
25
47
72
12
15
-
-
27
45
230
538
230
571
10,305
11,073
12,893
13,694
17
29
1,678
1,743
3
3
266
1,964
9,109
266
2,041
11,653
The Group
2017
Financial Assets
Trade receivables
Other receivables
and deposits
Cash and cash
equivalents
Financial Liabilities
Trade payables
Other payables and
accruals
Amount owing to a
related party
Hire purchase
payables
Net financial assets
Less: Net financial
(assets)/liabilities
denominated in the
respective entities’
functional currencies
Currency Exposure
33
(2,390)
1
32
-
45
(45)
-
(9,112)
(11,546)
(3)
107
ForeForeign Currency Risk Sensitivity Analysis
Any reasonably possible change in the foreign currency exchange rates at the end of the
reporting period against the respective functional currencies of the entities within the Group
does not have material impact on the profit after taxation and other comprehensive income of
the Group and hence, no sensitivity analysis is presented.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 4
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS (CONT’D)
29.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(a)
Market Risk (Cont’d)
(ii) Interest Rate Risk
IInterest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Group’s exposure to interest
rate risk arises mainly from long-term borrowings with variable rates. The Group’s policy is
to obtain the most favourable interest rates available and by maintaining a balanced
portfolio mix of fixed and floating rate borrowings.
The Group’s fixed rate borrowings are carried at amortised cost. Therefore, they are not
subject to interest rate risk as defined under AASB 7 since neither they carrying amount nor
the future cash flows will fluctuate because of a change in market interest rates.
(iii) Equity Price Risk
The Group does not have any quoted investments and hence, is not exposed to equity price
risk.
(b)
Credit Risk
The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly
from trade and other receivables, and debt investments. The Group manages its exposure
to credit risk by the application of credit approvals, credit limits and monitoring procedures
on an ongoing basis. For other financial assets (including quoted investments, cash and bank
balances and derivatives), the Group minimises credit risk by dealing exclusively with high
credit rating counterparties
(i) Credit risk concentration profile
The Group does not have any major concentration of credit risk related to any individual
customer or counterparty.
In addition, the Group also determines concentration of credit risk by monitoring the
geographical region of its trade receivables on an ongoing basis. The credit risk
concentration profile of trade receivables at the end of the reporting period is as follows:-
Malaysia
Indonesia
The Group
2018
AUD$’000
2017
AUD$’000
363
12
375
230
-
230
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 5
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS (CONT’D)
29.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(b)
Credit Risk (Cont’d)
(ii) Exposure to credit risk
At the end of the reporting period, the maximum exposure to credit risk is represented by
the carrying amount of each class of financial assets recognised in the statement of financial
position of the Group and of the Company after deducting any allowance for impairment
losses (where applicable).
(iii) Assessment of Impairment Losses
At each reporting date, the Group assesses whether any of financial assets at amortised
cost, contract assets and debt investments at fair value through profit or loss are credit
impaired
The gross carrying amounts of those financial assets are written off when there is no
reasonable expectation of recovery (i.e. the debtor does not have assets or sources of
income to generate sufficient cash flows to repay the debt) despite they are still subject to
enforcement activities
Trade Receivables
The Group applies the simplified approach to measuring expected credit losses which uses
a lifetime expected loss allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been
grouped based on shared credit risk characteristics and the days past due. The contract
assets relate to unbilled work in progress and have substantially the same risk characteristics
as the trade receivables for the same types of contracts. Therefore, the Group concluded
that the expected loss rates for trade receivables are a reasonable approximation of the loss
rates for the contract assets.
The Group considers any receivables having financial difficulty or with significant balances
outstanding for more than a year are deemed credit impaired.
The expected loss rates are based on the payment profiles of sales over a period of 12
months from the measurement date and the corresponding historical credit losses
experienced within this period. The historical loss rates are adjusted to reflect current and
forward-looking information on macroeconomic factors affecting the ability of the
customers to settle their debts.
The information about the exposure to credit risk and the loss allowances calculated under
AASB 9 for both trade receivables and contract liabilities are summarised below:-
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 6
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS (CONT’D)
29.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(b)
Credit Risk (Cont’d)
(iii) Assessment of Impairment Losses (Cont’d)
Trade Receivables (Cont’d)
The Group
2018
Current (not past due)
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 91 days past due
Credit impaired:
- individually impaired
Gross
Amount
AUD$’000
Lifetime Loss
Allowance
AUD$’000
Carrying
Value
AUD$’000
57
-
-
22
519
598
(223)
375
-
-
-
-
-
-
-
-
57
-
-
22
519
598
(223)
375
the last financial year, the loss allowance on trade receivables was calculated under AASB
139. The ageing analysis of trade receivables is as follows
The Group
2017
Not past due
Past due:
- less than 3 months
- 3 to 6 months
- over 6 months
Gross
Amount
AUD$’000
Individual
Impairment
AUD$’000
Carrying
Value
AUD$’000
41
20
13
361
435
-
-
-
(205)
(205)
41
20
13
156
230
The movements in the loss allowances in respect of trade receivables and contract assets
are disclosed in Note 10 to the financial statements.
Other Receivables
Other receivables are also subject to the impairment requirements of AASB 9, the identified
impairment loss was immaterial and hence, it is not provided for
Fixed Deposits with Licensed Banks, Cash and Bank Balances
The Group considers these banks and financial institutions have low credit risks. Therefore,
the Group is of the view that the loss allowance is immaterial and hence, it is not provided
for.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 8 7
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS (CONT’D)
29.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(c)
Liquidity Risk
Liquidity risk arises mainly from general funding and business activities. The Group practises
prudent risk management by maintaining sufficient cash balances and the availability of funding
through certain committed credit facilities.
Maturity Analysis
The following table sets out the maturity profile of the financial liabilities at the end of the
reporting period based on contractual undiscounted cash flows (including interest payments
computed using contractual rates based on the rates at the end of the reporting period):-
The Group
2018
Non-derivative
Financial Liabilities
Trade payables
Other payables
and accruals
Hire purchase
payables
2017
Non-derivative
Financial Liabilities
Trade payables
Other payables
and accruals
Amount owing
to a related party
Hire purchase
payables
Effective
Interest
Rates
%
Carrying
Amount
AUD$‘000
Contractual
Undiscounted
Cash Flows
AUD$‘000
Within
1 Year
AUD$‘000
1- 5
Years
AUD$‘000
More
Than
5 Years
AUD$‘000
-
-
106
106
106
1,436
1,436
1,436
4.37 - 8.24
366
1,908
403
1,945
194
1,736
-
-
-
29
29
29
1,743
1,743
1,743
3
3
4.29 - 8.24
266
2,041
295
2,070
3
76
1,851
-
-
209
209
-
-
-
219
219
-
-
-
-
-
-
-
-
-
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29. FINANCIAL INSTRUMENTS (CONT’D)
29.2 CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal
capital structure so as to support their businesses and maximise shareholders value. To achieve this
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 that complies with debt covenants and
regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. The Group
includes within net debt, loans and borrowings from financial institutions less cash and cash equivalents.
Capital includes equity attributable to the owners of the parent and non-controlling interest. The
debt-to-equity ratio of the Group at the end of the reporting period is not presented as its cash and cash
equivalents exceeded the total external borrowings.
29.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS
Financial Assets
Amortised Cost
Trade receivables
Other receivables and deposits
Cash and bank balances
Mandatorily at Fair Value through Profit of Loss
Short-term investments
Financial Liabilities
Amortised Cost
Trade payables
Other payables and accruals
Hire purchase payables
The Group
2018
AUD$’000
375
588
2,571
3,534
7,382
106
1,436
366
1,908
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
29.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS
Financial Assets
Loans and Receivables Financial Assets
Trade receivables
Other receivables and deposits
Cash and bank balances
Fair Value through Profit of Loss: Held-for-trading
Short-term investments
Financial Liabilities
Other Financial Liabilities
Trade payables
Other payables and accruals
Amount owing to a related party
Hire purchase payables
The Group
2017
AUD$’000
230
571
3,960
4,761
8,933
29
1,743
3
266
2,041
29.4 FAIR VALUE INFORMATION
At the end of the reporting period, there was no financial instrument carried at fair values (other than
short-term investments) in the consolidated statement of financial position.
The fair values of the financial assets and financial liabilities of the Group that maturing within the next 12
months approximated their carrying amounts due to the relatively short-term maturity of the financial
instruments or repayable on demand terms.
The Group measures its short-term investments classified as Mandatorily at Fair Value through Profit of
Loss (2017 - Fair Value through Profit of Loss: Held-for-trading) financial assets at fair values, determined
by reference to statements provided by the respective financial institutions, with which the investments
were entered into. These financial assets belong to level 2 (2017 - level 2) of the fair value hierarchy and
there were no transfers between level 1 and level 2 during the financial year.
The fair value of hire purchase payables that carry fixed interest rates approximated their carrying
amounts as the impact of discounting is not material. The fair value is determined by discounting the
relevant cash flows using current market interest rates for similar instruments at 4.37% to 8.24% (2017 -
4.29% to 8.24%) and the fair value is within level 2 of the fair value hierarchy.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
30. CAPITAL COMMITMENT
The Group
2018
AUD$’000
2017
AUD$’000
Purchase of equipment
52
42
31. OPERATING LEASE COMMITMENT
The future minimum lease payments under the non-cancellable operating leases are as follows:-
Not more than one year
Later than one year but not later than five year
The Group
2018
AUD$’000
2017
AUD$’000
444
90
534
386
276
662
32. OPERATING SEGMENTS
32.1 BUSINESS SEGMENT
The Group operates predominantly in one business segment (affiliate marketing solutions). Accordingly,
the information by business segment is not presented.
32.2 GEOGRAPHICAL INFORMATION
Revenue is based on the country in which the customers are located.
Non-current assets are determined according to the country where these assets are located. The
amounts of non-current assets do not include financial instruments (but including deferred tax assets).
Group
Indonesia
Malaysia
Revenue
Non-current Assets
2018
AUD$’000
2017
AUD$’000
2018
AUD$’000
2017
AUD$’000
301
9,250
9,551
79
10,524
10,603
38
2,332
2,370
13
2,103
2,116
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
32. OPERATING SEGMENTS (CONT’D)
32.3 MAJOR CUSTOMERS
There is no single customer that contributed 10% or more to the Group’s revenue.
32.4 DISAGGREGATION OF REVENUE
Revenue from contracts with customers is disaggregated by primary geographical market and timing of
revenue recognition as below:-
2018
At a point of time
Over time
2017
At a point of time
Over time
Indonesia
AUD$’000
Malaysia
AUD$’000
Group
AUD$’000
301
-
301
7,926
1,324
9,250
8,227
1,324
9,551
Indonesia
AUD$’000
Malaysia
AUD$’000
Group
AUD$’000
79
-
79
9,322
1,202
9,401
1,202
10,524
10,603
33. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
On 12 January 2018, the Company is officially a Shariah-compliant organisation. The Company has
obtained the MS 1900:2014 Shariah-Based Quality Management Systems certification from SIRIM QAS
International Sdn Bhd Malaysia’s leading certification, inspection and testing body under SIRIM Berhad.
This certification officially authenticates that the Company is in compliance with internationally
recognised Shariah requirements for the scope of the group’s primary business activities in Malaysia,
specifically the training and services for the affiliates in Affiliate Junction’s agency program and its retail
affiliate program’s operations, rewards and incentives.
34. SIGNIFICANT EVENT OCCURING AFTER THE REPORTING PERIOD
On 15 January 2019, 4,810,000 Options were issued to contractors and employees exercisable at
AUD$0.30, expiring 5 years from issue date and vesting on 3 years continued service.
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D E C L A R A T I O N
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DIRECTOR’S
DECLARATION
In accordance with a resolution of the directors of I Synergy Group Limited, the directors of the Company
declare that:
1.
the financial statements and notes of I Synergy Group Limited for the financial year ended 31 December
2018, are in accordance with the Corporations Act 2001, including:
a.
comply with Australian Accounting Standards, which as stated in accounting policies Note 4 to
the financial statements, constitutes explicit and unreserved compliance with International
Financial Reporting Standards (IFRS); and
b.
give a true and fair view of the financial position as at 31 December 2018 and of its
performance for the financial year ended on that date;
2.
the Chief Executive Officer and Chief Financial Officer have each declared that:
a.
the financial records of the Company for the financial year have been properly maintained in
accordance with s 286 of the Corporations Act 2001;
b.
c.
the financial statements and Notes for the financial year comply with the Accounting
Standards; and
the financial statements and Notes for the financial year give a true and fair view; and
3.
in the directors’ opinion there are reasonable grounds to believe that the Group will be able to pay its
debts as and when they become due and payable; and
4.
this declaration has been made after receiving the declarations required to be made by the directors
in accordance with sections 295A of the Corporations Act 2001 for the financial year ended 31
December 2018.
This declaration is made in on behalf of the directors, and accordance with a resolution of the Board of
Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
Dato Teo Chee Hong
Director
29th day of March 2019
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I N D E P E N D E N T
A U D I T O R ’ S
R E P O R T
For personal use only INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF I SYNERGY GROUP LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of I Synergy Group Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2018, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising
a summary of significant accounting policies and other explanatory information and the Directors’
Declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act
2001; including:
a)
b)
giving a true and fair value of the Group’s financial position as at 31 December 2018 and of its
financial performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report
section of this report. We are independent of the Group in accordance with the independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to
our audit of the financial report in Australia; and we have fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the time of
this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current year. These matters were addressed in the context of our audit of
the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the
acts or omissions of financial services licensees.
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Key audit matter
How our audit addressed the matter
Decentralised operations
The Group comprises 8 subsidiaries with the
operations of the Group being conducted in
Malaysia.
The decentralised nature of the operations
requires significant oversight by Management to
monitor activities, review component financial
reporting and undertake the Group consolidation.
We focused on:
▪
▪ understanding the components and
identifying the significant risks of
misstatement within them;
the scoping of relevant procedures consistent
with the risks identified and to enable
coverage of significant aggregated balances;
the assessment of components compliance
with Group accounting policies, particularly
revenue recognition; and
the consolidation process and aggregating of
results from component procedures.
▪
▪
Disclosures relating to the Groups subsidiaries
can be found at Note 13 -Controlled Entities.
Audit procedures included, but were not
limited to, the following:
▪ We instructed component audit team from
Crowe Horwath Malaysia to perform
procedures on the financial information
prepared for consolidation purposes for
one significant component. The selected
component was that of most significance to
the audit of the Group, by both individual
size and risk, and included over 82% of the
Group’s assets and 97% of the Group’s
revenues. The objective of this being to
gather evidence that aggregates to form
the Group’s financial reporting.
▪ The component audit team performed audit
of the financial information of the
component in accordance with our specific
group reporting package information and
local statutory financial reporting. We
worked with the component audit team to
understand the component, to identify risks
that are significant to the audit of the Group
and to plan relevant procedures. We
discussed the audit as it progressed to
identify and address any issues, working
with the component audit team as
appropriate.
▪ We read the component audit team audit
report to us and the underlying
documentation explaining component
results.
▪ We evaluated the work performed by the
component audit team for sufficiency for
our overall audit purpose.
▪ We considered the component auditor’s
reporting about the component’s
compliance with the Group’s accounting
policies, including revenue recognition.
▪ We tested the financial data used in the
consolidation process for consistency with
the financial data audited by the
component audit team. We also assessed
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the
acts or omissions of financial services licensees.
For personal use only
Key audit matter
How our audit addressed the matter
Revenue recognition
Revenue is one of the largest accounts in the
financial statements and an important driver of
the Group’s operating results. We focus on this
area because under ISA 240 there is
presumption that there is risk of fraud in revenue
recognition. There is a risk that Management
could adopt accounting policies in such a way
as to lead to material misstatement in the
reported revenue position and resulting profit.
Given the significant risks involved, we have
evaluated the application of the Group’s
revenue policy to specific contracts with
customers and separate performance
obligations of the contracts.
Disclosures relating to revenue recognition can
be found at Note 4.16 - Revenue and Other
Income
the consolidation process for compliance
with accounting standards.
▪ For the components not within the scope of
the component audit team, our procedures
included testing the Group’s key monitoring
controls and performance of analytical
procedures.
Our audit procedures included, among others:
▪ Assessing internal control procedures by
performing walkthrough test to obtain
understanding of the control procedures
and assessment of control risk;
▪ Performing tests of control to ensure
performance obligations in the contract
with customers are accounted for
separately as software activation, training
and license rights to access;
▪ Performing transaction testing to ensure
the accuracy of the allocation of the
transaction price to each distinct
performance obligation of the contract with
customers for software activation, training
and license rights to access;
▪ Performing an IT audit on the revenue
database for commission income and
expenses, where the computation is
system automated to ensure accuracy and
data integrity; and
▪ Performing sales cut off testing to ensure
revenue is recognised in the proper
accounting period.
We assessed the Group accounting policies
as set out in Note 4.16 - Revenue and Other
Income, for compliance with the revenue
recognition requirements of Australian
Accounting Standards.
No adjustments to revenue were identified
from these procedures.
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the
acts or omissions of financial services licensees.
For personal use only
Key audit matter
How our audit addressed the matter
Recoverability of deferred tax assets
The Group had $996,000 of deferred tax assets
recognised at 31 December 2018. Australian
Accounting Standards require deferred tax
assets to be recognised only to the extent that it
is probable that sufficient future taxable profits
will be generated in order for the benefits of the
deferred tax assets to be realized. These
benefits are realised by reducing tax payable on
future taxable profits.
We focused on this matter because of the
impact on the financial report and because
significant judgement is required to assess
whether there will be sufficient future taxable
profits to utilise the recognised deferred tax
assets.
Disclosures relating to the deferred tax assets
can be found at Note 15 - Deferred Tax Assets.
We assessed the Group’s ability to utilize the
deferred tax assets by:
▪ obtaining calculations of forecast taxable
income for the next five years and agreeing
these to the latest Board approved budget
and forecast;
comparing the latest Board approved
budget to historical performance to assess
the consistency and accuracy of the
Group’s approach to budgeting as
compared to prior periods;
challenging management’s key
assumptions in the cashflow budget and
forecast;
▪
▪
▪ evaluating whether the cashflows had been
appropriately adjusted for the differences
between accounting profits, as presented
in the approved Board budget and forecast
with taxable profits;
recalculating deferred tax balances which
relate solely to timing differences between
tax and accounting values; and
▪
No adjustments to deferred tax assets were
identified from these procedures.
Other Information
The directors are responsible for the other information. The other information comprises the directors’
report and securities information included in the annual report for the year ended 31 December 2018, but
does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the
acts or omissions of financial services licensees.
For personal use only
Responsibilities of the Directors’ for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue
as a going concern, discussing, as applicable, matters related to going concern and using the going
concern basis of accounting, unless the Directors either intend to liquidate the Group or cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
▪
▪
▪
▪
▪
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting in
the preparation of the financial report. We also conclude, based on the audit evidence obtained
whether a material uncertainty exists related to events and conditions that may cast significant doubt
on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in the auditor’s report to the disclosures in the financial
report about the material uncertainty or, if such disclosures are inadequate, to modify the opinion on
the financial report. However, future events or conditions may cause an entity to cease to continue
as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the
acts or omissions of financial services licensees.
For personal use only
▪
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for
our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We are also required to provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may be reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should be
communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 20 to 29 of the directors’ report for the year
ended 31 December 2018.
In our opinion, the Remuneration Report of I Synergy Group Limited for the year ended 31 December 2018
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
CROWE HORWATH PERTH
SEAN MCGURK
Partner
Signed at Perth, 29 March 2019
Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and
independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the
acts or omissions of financial services licensees.
For personal use only
For personal use only
A D D I T I O N A L
S E C U R I T I E S
I N F O R M A T I O N
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ADDITIONAL
SECURITIES INFORMATION
ASX ADDITIONAL INFORMATION
Additional information required by the ASX Listing Rules not disclosed elsewhere in this Annual Report is set
out below.
SHAREHOLDINGS
The issue capital of the Company as at 6 March 2019 is 183,068,088 ordinary fully paid shares. All ordinary
shares carry one vote per share.
TOP 20 SHAREHOLDERS AS AT 6 MARCH 2019
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
DATO CHEE HONG TEO
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
TRIPPLE GEM SDN BHD
SANFORD CAPITAL PLT
MR CHEE WEE TEO
LIM BENG HIAN
LAU SU HWEE
LU MIN YONG & SIEW MEE YONG & AMY HUI HOONG YOONG
RHB SECURITIES SINGAPORE PTE LTD
TEO SIONG YAM
AMRAN BIN MUNIR
ONG SIEW PIK
MOHAMMAD YAZID BIN DAUD
MR GUO MIAO ENG
TALIB BIN MINGU
VOO LEE CHING
ROSNI BINTI JAILANI
TAN CHIA CHIA
MR YEE LEY CHEW
ONG HAN KEONG
No. of
Shares Held
50,446,192
46,000,000
43,059,400
15,349,560
6,000,000
3,690,000
1,608,014
1,200,000
500,000
400,000
368,500
300,000
250,000
240,000
235,000
206,310
202,000
200,000
200,000
200,000
192,550
182,000
% Held
27.56%
25.13%
23.52%
8.38%
3.28%
2.02%
0.88%
0.66%
0.27%
0.22%
0.20%
0.16%
0.14%
0.13%
0.13%
0.11%
0.11%
0.11%
0.11%
0.11%
0.11%
0.10%
TOTAL
171,029,526
93.42%
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ADDITIONAL
SECURITIES INFORMATION
TOP 20 SHAREHOLDERS AS AT 6 MARCH 2019 (CONT’D)
Shares Range
No. of Holders
No. of Shares
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Number holding less than a
marketable parcel at a share
price of AUD$0.15
33
176
350
152
4
715
67
172,452,526
6,596,698
3,452,250
565,247
1,367
183,068,088
132,145
Shareholders by Location
No. of Holders
No. of Shares
Australian holders
Overseas holders
204
511
715
107,968,272
75,099,816
183,068,088
VOTING RIGHTS
The holders of ordinary shares are entitled to one vote per share at meetings of the Group.
SUBSTANTIAL SHAREHOLDERS AS AT 6 MARCH 2019
1 DATO CHEE HONG TEO
No. of
Shares Held
50,446,192
2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
46,000,000
3 CITICORP NOMINEES PTY LIMITED
43,059,400
4 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
% Held
27.56%
25.13%
23.52%
14,960,000
8.38%
OPTION HOLDINGS
The Group has the following classes of options on issue at 16 March 2018 as detailed below. Options do not
carry any rights to vote.
Class
A
B
c
Terms
No. of Options
Unlisted Options
30c Advisor Options Expiring 22-Jan-2020
Unlisted Options
30c Incentive Options Expiring 17-Jan-2022
Unlisted Options
30c Incentive Options Expiring 15-Jan-2024
5,540,109
1,100,000
4,810,000
11,450,109
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 1 0 5
For personal use only
I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
ADDITIONAL
SECURITIES INFORMATION
OPTION HOLDINGS (CONT’D)
Options Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Unlisted Options
No. of Holders
No. of Options
-
-
-
52
13
65
-
-
-
2,410,000
9,040,109
11,450,109
The following Option holders hold more than 20% of a particular class of the Group’s Unlisted Options.
Class
A
Ventnor Capital Pty Ltd
5,540,109
Dato Chee Hong Teo
Ilmars Draudins
-
-
B
-
600,000
300,000
C
-
-
-
PERFORMANCE RIGHTS HOLDINGS
The Group has the following classes of performance rights on issue at 6 March 2019 as detailed below.
Performance rights do not carry any rights to vote
Class
B
C
Terms
No. of Options
Performance Rights
The holder remains engaged by the Company
200,000
Performance Rights
The holder remains engaged by the Company
for 2 years from Listing.
for 3 years from Listing.
200,000
400,000
Performance Rights Range
Unlisted Options
No. of Holders
No. of Options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
-
-
-
-
1
1
-
-
-
-
400,000
400,000
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 1 0 6
For personal use only I S Y N E R G Y G R O U P L I M I T E D | A C N : 6 1 3 9 2 7 3 6 1
ADDITIONAL
SECURITIES INFORMATION
PERFORMANCE RIGHTS HOLDINGS (CONT’D)
The following Performance Rights holders hold more than 20% of a particular class of the Group’s Performance
Rights.
Holder
B
C
Dato Chee Hong Teo
200,000
200,000
REQUIREMENT LISTING RULE 4.10.19
In accordance with the listing rule 4.10.19 the company confirms that the entity used cash and assets in a form
readily convertible to cash that it had at the time of admission in a way consistent with the business’s
objectives.
I S Y N E R G Y G R O U P L I M I T E D A N N U A L R E P O R T 2 0 1 8 | 1 0 7
For personal use only I Synergy Group Limited (ACN 613 927 361)
Listed on the Australian Securities Exchange (ASX Code: IS3)
www.i-synergygroup.com
Australian Office
Ground Floor,
16 Ord Street,
West Perth, WA 6005.
Malaysian Office:
Unit 20-10, Tower A,
The Vertical Business Suite, Avenue 3,
Bangsar South, 59200 Kuala Lumpur, Malaysia.
+618 9482 0500
+603 2242 1333
+618 9482 0505
+603 2242 1331
Indonesian Office
Kantor Taman E3.3 Unit A2,
Jl. Dr. Ide Anak Agung Gde Agung Lot 8.6-8.7 / E3.3
Kawasan Mega Kuningan, Kel Kuningan Timur, Kec. Setiabudi
Jakarta Selatan 12950 Indonesia
+62 21 5794 2020
+62 21 5794 2030
For personal use only