Adb - Ar 2023 2
Adb - Ar 2023 2
ANNUAL
GENERAL
MEETING
VENUE
Saujana Resort,
Jalan Lapangan
Terbang SAAS, 40150
Selangor Darul Ehsan,
Malaysia
TIME
25 June 2024
Thursday, 10.30 a.m.
COVER RATIONALE
Shaping The Future of Business Solutions
About us
28 YEARS OF EXPERIENCE EXTENSIVE SERVICE NETWORK team. This allows us to focus our resources on the continuous enhancement of our existing software and the
In matured software development, >250 trained and experienced development of new software to cater to the changing digitalisation needs of businesses and companies. We
meeting requirements, authorized dealers to provide also provide technical support and maintenance services to our authorised dealers as part of our service
fullfilling and improvising. excellent service and support. offerings to them, and to our direct end-user customers upon request.
With deep industry knowledge, we customise user-friendly software to meet diverse needs. Trusted by over
AFFORDABILITY, FLEXIBILITY CONTINUOUS DEVELOPMENT 210,000 businesses worldwide, our products, such as AutoCount Accounting, Point of Sale, Cloud Accounting,
& EXTENSIBILITY Established developer with Cloud Payroll and OneSales, are known for their reliability. We are supported by approximately 250 authorised
High quality product with low ambitious missions. Products will dealers, who provide exceptional support and service. We aim to exceed client expectations and drive growth.
By offering cost-effective software solutions, we aim This vision represents our commitment to achieving
to support the success and sustainability of SMEs, market dominance, driving innovation, ensuring customer
contributing to economic development and prosperity satisfaction, and influencing industry standards. We aim to
across the Asian region. Through this mission, we aspire position ourselves as the foremost provider of high-quality,
to be the trusted partner of choice for SMEs, helping comprehensive business software across Asia.
them thrive in an increasingly competitive business
environment.
4 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 5
Our Products
AUTOCOUNT
ACCOUNTING IS
THE FASTEST
GROWING
ACCOUNTING
SOFTWARE IN
MALAYSIA.
ON-PREMISE
CLOUD-BASED
EFFORTLESS PRODUCTIVITY
Create as many templates as you need for frequently used
documents, and schedule all recurring transactions for
future periods. Improve productivity and efficiency in daily
routines with a few simple actions.
6 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 7
AutoCount
LHDN
e-Invoice Platform e-Invoice server
(AIP)
Peppol e-Invoicing
Access Point
Beside fascinating standard features and reports, AutoCount POS e-Dashboard app is designed to presents retail or F&B sales reporting metrics
you may customize the system to meet your unique in a way that is easy to digest.It is a one-of-a-kind cloud-based mobile sales app to easily
requirements of operation and report. track and monitor outlets sales performance from wherever you are, at any time of the day. It
is available for AutoCount POS 5.0 supporting both Android and iOS mobile devices.
10 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 11
EASY MANAGEMENT ANYWHERE, ANYTIME. OMNICHANNEL SALES PLATFORM WHICH PROVIDE YOU
A UNIFIED ONESALES REPORTING.
Securely access the system anytime, anywhere via any network
capable device. New PC or Phone? No worries, just login via your It consolidates your sales data across online & offline
email and password and access it anywhere. Our system supports channels (OneSales Marketplace Solution, OneSales POS and
mobile devices on iOS, Android and Huawei HarmonyOS. Cloud Accounting) to create meaningful insights.
12 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 13
Corporate Structure
Corporate Structure (Cont’d)
Autocount On The Go
100%
Sdn. Bhd. (AOTGSB)
Autocount (Thailand)
100%
Company Limited (ATCL)
Corporate Information
Corporate Information (Cont’d)
AUDIT AND RISK MANAGEMENT COMMITTEE PRINCIPAL PLACE OF BUSINESS AUDITORS STOCK EXCHANGE LISTING
Chairman B2-3A01 & B2-3A02, Meritus Tower @ Baker Tilly Monteiro Heng PLT Ace Market of Bursa Malaysia
Chin Chee Seng Oasis Corporate Park (201906000600 (LLP0019411-LCA) & Securities Berhad
BOARD OF DIRECTORS Oasis Damansara (Pusat Korporat AF 0117)) Stock Name: ADB
Choo Chin Peng Member Oasis) Baker Tilly Tower, Level 10, Tower 1, Stock Code: 0276
Executive Director / Chairman Dato’ Ng Wan Peng No. 2, Jalan PJU 1A/2, Ara Avenue 5 Bangsar South City, Sector: Technology
Dr. Liew Soung Yue Damansara 59200 Kuala Lumpur
Choo Yan Tiee 47301 Petaling Jaya Wilayah Persekutuan (KL), Malaysia
Executive Director / Managing REMUNERATION COMMITTEE Selangor Darul Ehsan, Malaysia Tel No.: +603 2297 1000
Director Chairperson Tel No.: +603 3000 3000
Dato’ Ng Wan Peng Website: https://www.autocountsoft.
Dato’ Ng Wan Peng com/ SPONSOR
Independent Non-Executive Director Member Email: [email protected] Malacca Securities Sdn Bhd
Dr. Liew Soung Yue (197301002760 (16121-H))
Dr. Liew Soung Yue Chin Chee Seng B01-A-13A, Level 13A, Menara 2
Independent Non-Executive Director SHARE REGISTRAR No. 3, Jalan Bangsar
NOMINATION COMMITTEE Boardroom Share Registrars Sdn Bhd KL Eco City, 59200 Kuala Lumpur
Chin Chee Seng Chairman (199601006647 (378993-D)) Wilayah Persekutuan (KL), Malaysia
Independent Non-Executive Director Dr. Liew Soung Yue 11th Floor, Menara Symphony Tel No.: +603 2201 2100
No. 5, Jalan Prof. Khoo Khay Kim
Member Seksyen 13, 46200 Petaling Jaya
Dato’ Ng Wan Peng Selangor Darul Ehsan, Malaysia
Chin Chee Seng Tel No.: +603 7890 4700
COMPANY SECRETARIES
Wong Youn Kim
(MAICSA 7018778)
(SSM Practicing Certificate No. 201908000410)
REGISTERED OFFICE
Level 5, Tower 8, Avenue 5, Horizon 2
Bangsar South City, 59200 Kuala Lumpur
Wilayah Persekutuan (KL), Malaysia
Tel No.: +603 2280 6388
Fax No.: +603 2280 6399
Email: [email protected]
16 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 17
Corporate Milestone
• 2018 • 2020
Launched AutoCount Establishment of
Accounting 2.0 & AutoCount Academy, at
• 1996 • 2007 • 2015
AutoCount Food and academy.autocountsoft.
Commencement in Launched our AutoCount Our upgraded version of AutoCount
Beverages POS. com, a one-stop online
developing accounting Express 2006. Accounting with GST features boosted our
self-learning platform.
software. sales
Expansion to the Indonesian
Identified as a
28 YEARS
• 1998 market. • 2016
Technology Solutions
Launched our on-premise Set up our own YouTube Channel to publish
Provider (TSP) by
AutoCount Accounting Awarded Malaysia MSC AutoCount software tutorial videos and
Awarded with Digital & the Malaysia Digital
software. Status Company. learning resources (www.youtube.com/
Technology Business Economy Corporation
AutoCountSoftware).
Excellence and CIMB (MDEC) to support
• 1999 • 2009
Regional Business Malaysian SMEs in IN BUSINESS
Launched our AutoCount Launched our AutoCount Incorporated Autocount On The Go Sdn Bhd
Excellence by Sin Chew digital adoption under
Plus. Retail POS. to concentrate on developing an extended
Media Corporation Berhad the SME Business
cloud-native application to enhance the
Digitisation Grant in
Expansion to the Singapore features of AutoCount Accounting, offering
Budget 2020.
market. users a hybrid experience.
0 10000 20000 30000 40000 50000 60000 70000 80000 0 10000 20000 30000 40000 50000 60000 70000 80000
Gross Profit margin (%) ¹ 74.43 75.59 79.97 79.93 74.73 0 5000 10000 15000 20000 25000 30000 35000 40000 0 5000 10000 15000 20000 25000 30000 35000 40000
Profit Before Tax margin (%) ² 29.19 35.09 45.95 47.35 41.63 RM 17,273 Million RM 12,983 Million
FY2022: RM 18,293 million FY2022: RM 13,923 million
Profit After Tax margin (%) ² 22.14 29.11 34.02 35.96 31.29
PROFIT BEFORE TAX MARGIN (%) PROFIT AFTER TAX MARGIN (%)
Notes:
¹ Calculated based on GP over revenue.
² Calculated based on PBT/PAT over revenue.
2023 41.63 2023 31.29
0 10 20 30 40 50 60 70 80 0 10 20 30 40 50 60 70 80
41.63% 31.29%
FY2022: 47.35% FY2022: 35.96%
20 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 21
Directors’ Profile
Directors’ Profile (Cont’d)
54 M 54 M
Choo Chin Peng (“CCP”) was appointed to our Board as In 2007, CCP and CYT acquired Soft Merit Sdn Bhd, later Choo Yan Tiee (“CYT”) was appointed to our Board as In 2007, CYT and CCP acquired Soft Merit Sdn Bhd, later
Executive Director on 25 February 2022 and is responsible renamed to Auto Count Sdn Bhd, to assume all business Executive Director on 25 February 2022 and is responsible renamed to Auto Count Sdn Bhd, to assume all business
for overseeing our Group’s strategic business planning, operations of BCE Software Sdn Bhd in preparation to apply for the overall strategy and corporate direction of our operations of BCE Software Sdn Bhd in preparation for
products development and operations. for MSC status for the company, where he also assumed Group, including sales, marketing initiatives, general applying for MSC status for the company,
the role as the director and was mainly responsible for the management, resources planning and business
CCP graduated with Bachelor of Science and Master of overall business operations and project management as development. CYT assumed the same role in Business Component
Science, both from The Institute of Computer Science well as strategic planning until BCE Software Sdn Bhd was Enterprise Sdn Bhd (formerly known as Ology Marketing
and Information Engineering from National Chiao Tung struck off in 2015. He graduated with a qualification in Preparatory Programs Sdn Bhd, BCE Software Sdn Bhd and Soft Merit Sdn Bhd
University, Taiwan in 1993 and 1995 respectively. for Overseas Chinese Students from National Taiwan whereby he was responsible for the overall strategy
Normal University, Taiwan, in 1990. and corporate direction of our Group, including sales,
In 1996, he co-founded Business Component Enterprise marketing initiatives, general management, resources
Sdn Bhd (formerly known as Ology Marketing Sdn Bhd) He began his career in 1991 as a Sales and Marketing planning and business development.
with other shareholders, including Choo Yan Tiee (“CYT”) Officer at Bao Lun Trading Limited, a China company
to undertake the business of sale of computer hardware as involved in the business of timber trading, where he was
well as the development and sale of accounting software. responsible for sales and marketing activities. In 1995,
He served as the director and was mainly responsible for he left Bao Lun Trading Limited and co-founded Business
the overall business operations, project management and Component Enterprise Sdn Bhd (formerly known as Ology
strategic planning. Marketing Sdn Bhd) in 1996 together with CCP and other
shareholders.
In 2000, he co-founded BCE Software Sdn Bhd with CYT to
focus on the development and sale of accounting software In 2000, he co-founded BCE Software Sdn Bhd with CCP to
business by assuming all accounting software business focus on the development and sale of accounting software
activities from Business Component Enterprise Sdn Bhd, business by assuming all accounting software business
where he also assumed the same role. Concurrently, they activities from Business Component Enterprise Sdn
ceased their computer hardware business under Business Bhd. Concurrently, they ceased their computer hardware
Component Enterprise Sdn Bhd, which struck off in 2010. business under Business Component Enterprise Sdn Bhd,
which struck off in 2010.
22 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 23
61 F 54 M
Dato’ Ng Wan Peng (“Dato’ Ng”) was appointed to our Board December 2020 in MDEC, she held various senior Dr. Liew Soung Yue (“Dr. Liew”) was appointed to our Board In 2003, he was appointed as an Assistant professor by
as an Independent Non-Executive Director on 6 April 2022. leadership positions. She serves as Senior Manager in the as Independent Non-Executive Director on 6 April 2022. Universiti Tunku Abdul Rahman, where he was responsible
She is the Chairperson of our Remuneration Committee and Regulation Department where she led and drove successful He is the Chairperson of our Nomination Committee and for lecturing students, conducting research and publishing
a member of our Audit and Risk Management Committee implementation of key digitalisation initiatives under MSC a member of our Audit and Risk Management Committee its results, and advising undergraduate and graduate
and Nomination Committee. flagship applications. As Vice President in the Capacity and Remuneration Committee. students. and was promoted as Associate Professor in 2006
Development Division, she led and drove the successful till 2022, where he is responsible for lecturing students,
She graduated with a Bachelor of Computer Science from development of key digital enablers such as talent He holds a Doctor of Philosophy (Information Engineering), leading research projects as a principal investigator,
Universiti Sains Malaysia, Malaysia in 1988. development, industry capability development, legal and which he was conferred by The Chinese University of Hong conducting research and publishing its results, advising
regulatory, cybercities, infostructure and technology policy Kong, Hong Kong in 1999. undergraduate and graduate students, etc.
She began her career in 1989 as a Systems Engineer research. Later as a Chief Operating Officer where she led
with Uniphone Sdn Bhd, an ICT solutions development and drove the successful implementation of the company’s In 1999, he served as an Assistant Professor in the In 2009, he held the position of the Dean of the Faculty of
firm serving government, education, manufacturing, and vision and strategy by ensuring all business unit initiatives/ Department of Information Engineering of The Chinese Information and Communication Technology at Universiti
utilities sectors. She was responsible for developing, programmes were planned and executed in alignment with University of Hong Kong, where he was responsible for Tunku Abdul Rahman. He leads the development and
managing, and monitoring ICT solutions for the company’s the company’s strategy goals and formulated policies and lecturing students, conducting research, and publishing implementation of policies and procedures relating to
clients. standards of procedures to drive effective decision making its results, advising undergraduate and postgraduate teaching programmes and oversees the management and
and execution. students. operation of the faculty. In January 2023, he was promoted
In 1991, she left Uniphone Sdn Bhd and joined Sapura to Professor.
Advanced Systems Sdn Bhd. She was first appointed as From February 2021 to October 2022, she joined Big Bad In 2000, he was appointed as a Postdoctoral Research
Senior Systems Engineer and subsequently promoted Wolf Ventures Sdn Bhd, a company which is engaged in Associate for the Department of Electrical Engineering,
to Project Manager and Program Manager. Her scope retail and wholesale business in Malaysia and abroad Polytechnic University, Brooklyn, New York and the
of work includes (i) leading and driving the successful as President, where she is tasked to lead and drive the Department of Information Engineering, The Chinese
implementation of large-scale ICT projects, (ii) managing group’s technology and digital transformation to achieve University of Hong Kong, where he was responsible for
a project team to deliver ICT projects, and (iii) leading and the group’s business expansion. assisting the universities’ research projects, preparing
developing ICT solutions. research reports, analysing research methods, and
Further, she also holds directorships as independent and collecting information and related studies to support the
In 1998, she left Sapura Advanced Systems Sdn Bhd and non-executive director in several public listed companies, research claims.
joined MDEC (formerly known as Multimedia Development such as Securemetric Berhad, Fraser & Neave Holdings
Corporation). Throughout her 22 years tenure until Berhad and Iris Corporation Berhad.
24 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 25
Directors’ Profile
(Cont’d)
Key Senior Management’s Profile
53 M 49 M
Date of appointment
6 April 2022
Chin Chee Seng was appointed to our Board as He began his professional career in 1995 as an Audit Tan Wee Kong graduated with a Bachelor of Commerce financial advice to the board of directors in Welcome Air-
Independent Non-Executive Director on 6 April 2022 and Semi-Senior at S.K. Tee & Co where he was responsible (Accounting) from Nelson Polytechnic, New Zealand Tech (Malaysia) Sdn Bhd. In 2012, he held the position of
served as Chairman of our Audit and Risk Management for supporting the Audit Senior in all phases of ongoing in 1998. He has been a member of the Association of Managing Director in My Green Home Sdn Bhd to oversee
Committee and a member of our Nomination Committee projects and engagement management for multiple client. Chartered Certified Accountants since 2004 and the the operation and business activities of such company and
and Remuneration Committee. In 1996, he left S.K. Tee & Co to work as an Accounts member of Malaysian Institute of Accountants since 2005. left the position in 2018.
Executive for Revenue Management Services Sdn Bhd,
He completed his Association of Chartered Certified a Malaysian accounting firm where he was responsible He began his career as a real estate negotiator at Klang In addition, he has also set up his own accountancy
Accountants Qualification exams in Malaysia in 1998. for managing cash-flow statements, budgeting, and tax Realty from 1998 to 2001. For the period of 2001 until 2003, practice, namely Wee Kong & Associates in 2011, which
planning of clients. he held the role of Audit Senior at Messrs Thiang & Co, an had ceased operations since 21 June 2022 upon the smooth
He is currently the Managing Partner of CCS & Co PLT. audit firm. He then joined Courts Mammoth Bhd as Internal transitioning of the remaining clients, to allow Tan Wee
He is an Approved Company Auditor, Licensed Tax Agent, In 1999, he left Revenue Management Services Sdn Bhd and Audit Executive in 2004 and left the position in 2005. Kong to focus his career with our Group.
member of the Malaysian Institute of Accountants (MIA), joined Skrastin Lim, a public accounting firm, as an Audit
the Malaysian Institute of Certified Public Accountants Supervisor. He was mainly responsible for supervising In 2005, he joined Group Associated (C&L) Sdn Bhd as He joined our Group as Chief Financial Officer in 2018 and
(MICPA), Institute of Internal Auditors Malaysia (IIA audit engagements and communicating findings and Finance and Administrative Manager which supervises is responsible for overseeing all finance-related matters
Malaysia), and Institute of Corporate Directors Malaysia recommendations to senior management. and maintains financial and administrative records of such of our Group.
(ICDM), Fellow Members of the Association of Chartered company and left the position in 2008. For the period of
Certified Accountants (ACCA) and Chartered Tax Institute In 2000, he left Skrastin Lim and served as a Manager 2008 until 2012, he held the position of Finance Manager
of Malaysia (CTIM), and a registered ASEAN Chartered for C.F.Looi & Co, a public firm where he was mainly which responsible for budget planning and offering
Professional Accountant. responsible for planning, executing and managing audit
assignments; performing financial, operational, and
He has over 29 years of experience in the financial and process audits; and compiling audit reports.
corporate sectors. His primary competence areas are
audit, management accounting, financial planning, In 2004, he established his own accounting firm, CCS &
corporate consultancy, transfer pricing, human resources, CO, which provides accounting, tax, audit, and assurance
and taxation. He conducts workshops in Malaysia, covering services and has continued to operate until the present
topics such as GST, SST, income tax, transfer pricing, and day. CCS & CO PLT was registered on 29 December 2022,
labour law. and with effect from that date, CCS & CO converted
from a conventional partnership into a limited liability
partnership.
26 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 ABOUT US | ANNUAL REPORT 2023 27
46 M 46 M
Ng Boon Thye graduated with a degree of Bachelor of operation activities in TM Century Solutions Sdn Bhd. TM Lim Kim Seng graduated with a Higher Diploma in Business It’s also worth noting that in 2002, he co-founded a
Science in Computing from University of Portsmouth, Century Solutions Sdn Bhd ceased operations in 2016 since Information Technology from Asia Pacific Institute of company, i.e. TM Century Solutions Sdn Bhd together with
United Kingdom in 2000. Ng Boon Thye and Lim Kim Seng decided to focus their Information Technology, Malaysia in 1999. Ng Boon Thye and other shareholders. He was responsible
career on our Group. for providing consultancy services regarding products and
He began his career in 2000 at Geotextiles (M) Sdn Bhd, He began his career in 2000 at Body Fashion (M) Sdn Bhd services offered by TM Century Solutions Sdn Bhd.
where he held the position of Information Technology He joined our Group as Sales and Marketing Director and held the position of VB Analyst Programmer which
Executive. In this position, he was responsible for in 2016 and is responsible for leading and managing responsible for analysis duties in the development and He joined our Group as Software Development Director in
maintaining office servers, hardware, and software matters pertaining to our Group’s project execution implementation of information systems and applications. 2016 and is responsible to lead and facilitate the research
systems. and management, allocation of project resources, and He left Body Fashion (M) Sdn Bhd in 2003 and joined PJ and development activities of our Group for new products,
monitoring progress of each project. Development Management Services Sdn Bhd as C# Analyst to develop and enhance existing products and services
He left Geotextiles (M) Sdn Bhd in 2002 and co-founded a Programmer which responsible for system design and as offered by our Group and the maintenance of the
company, i.e. TM Century Solutions Sdn Bhd with Lim Kim application development works. information security system implemented by our Group.
Seng and other shareholders in 2002. TM Century Solutions
Sdn Bhd is principally involved in the business of trading He subsequently left PJ Development Management
of computer hardware and software and for providing Services Sdn Bhd and joined NKK Technology Sdn Bhd as
computer consultancy services. He was responsible for Senior C# Developer in 2005 of which such position was
sales and marketing activities and for facilitating the held for a period of six (6) months and he was responsible
for overseeing the design and implementation of programs
and applications offered by such company.
Notes to Directors’ and Key Senior Managements’ Profile Notes to Directors’ and Key Senior Managements’ Profile (Cont’d)
1. Family Relationships 4. Attendance at Board Meetings
None of the Directors and Key Senior Management do not have any family relationship with any Director and/or major shareholder of the Company. The details of attendance of the Directors at the Board Meeting are set out on page 78 of this Annual Report.
Financial Performance RM
Financially, FYE 2023 has been a robust year for us, with
41.49 million
record-high revenue of RM41.49 million, representing a representing a
7.16% increase as compared to FYE 2022. Additionally, our 7.16% increase as
Group achieved a commendable Profit After Tax (PAT) of compared to
RM12.98 million for FYE 2023. Detailed insights into our
FYE 2022
financial performance are provided in the Management’s
Discussion and Analysis section of this Report.
2023, in which we raised RM30.88 million through the initial public offering (“IPO”).
In Budget 2024, the government announced an allocation million for
This milestone marks the beginning of an exciting new chapter in our journey towards of RM100.00 million to provide digitalisation grants, FYE 2023.
excellence and growth. covering 50% of the invoiced amount or up to RM5,000.
In our inaugural year as a public listed Thailand and Indonesia. These offices will
company, I am proud to report that our serve as our local sales office to promote
business has continued to thrive, with our AutoCount software to local customers
expansion into overseas markets. As part and to serve our customers more efficiently,
of our strategic growth plans, we have which will further bolster our presence
established subsidiaries in the Philippines, across the ASEAN region.
30 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 31
Additionally, our Group will focus on the implementation of I would like to extend my sincere appreciation to the Board We specialise in developing and distributing financial management
e-invoicing by the targeted date of 1 August 2024. To ensure for their invaluable guidance in steering our Group toward software comprising accounting, POS and payroll to meet the unique
seamless integration of e-invoicing across our operations, its objectives. My gratitude also goes to our dedicated needs of SMEs, multinational companies and publicly listed organisations
we will meticulously identify the impacted areas within management team and valued employees, whose passion under the renowned “AutoCount” brand. Our range of AutoCount software
each division and allocate the necessary resources to and dedication have been instrumental in delivering is comprehensive as they are designed to support a wide range of
implement it seamlessly. This move will facilitate effective exceptional solutions and services to our clients. fundamental finance and accounting functions of a business.
reporting, streamline work processes, and ensure tax
compliance. On behalf of the Board of Directors and Management of All our AutoCount software are developed in-house and distributed as
ADB, I express my heartfelt thanks to our shareholders for off-the-shelf software to end-user customers through our network of
With these endeavours, our Group anticipates increased their continued support. We remain committed to creating Authorised Dealers and directly through our internal sales and marketing
Our Group’s revenue
demands for our software in the upcoming years. sustainable value and surpassing your expectations. team. It allows us to focus our resources on the continuous enhancement
of our existing software and the development of new software to cater to derived mainly from the
Our Group will Choo Chin Peng the changing digitalisation needs of businesses and companies. We also distribution of financial
25 April 2024 provide technical support and maintenance services to our authorised
focus on the
dealers as part of our service offerings to them and our direct end-user management
implementation of customers upon request. software and was
e-invoicing by primarily contributed by the
On 9 May 2023, our Group successfully listed on the ACE Market of Bursa
the targeted date of local market.
Malaysia Securities Berhad (“Bursa Securities”), marking a key milestone
1 August in our journey to become the leading business software provider.
2024.
Our Group’s revenue derived mainly from the distribution of financial
management software and was primarily contributed by the local
Sustainability market. At the same time, we has also established our presence in other
geographical markets (i.e., Singapore, Indonesia, Brunei, Myanmar,
We recognise the importance of sustainable practices for our Thailand, Hong Kong, Cambodia, China, Vietnam, Philippines, Australia).
long-term success and the well-being of the communities
we serve. Accordingly, we integrate sustainability
considerations in all aspects of our operations, striving to
minimise our environmental footprint while pursuing our
strategic business goals. The Sustainability Statement of
this Annual Report outlines further information on our
sustainability efforts.
32 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 33
Cloud 2,869
3,900 21
Technical Support AutoCount POS -
and maintenance Cloud -
3,596
1,036 4,080
AutoCount POS -
Others
1,042 On-Premise 4,403
- 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 - 5,000 10,000 15,000 20,000 25,000 30,000
Analysis of revenue by geographical location (RM’000) Our Group’s revenue increased by RM2.77 million or 7.16% to RM41.49
million for FYE 2023 (FYE 2022: RM38.72 million), primarily driven by
higher revenue from the distribution of financial management software
31,343
segment, which recorded RM36.56 million or 88.10% of our Group’s total
Malaysia revenue for FYE 2023 (FYE 2022: RM34.08 million or 88.02%).
31,224
9,980 The sale of our AutoCount Accounting was our primary revenue contribution
Singapore
7,246 within the distribution of financial management software segment, which
recorded RM28.72 million or 69.21% of our total revenue for FYE 2023 (FYE
168
Others 2022: RM26.74 million or 69.05%). Our revenue from the
247
Singapore market has
increased to RM9.98
- The Malaysia market remains our Group’s primary revenue stream,
5,000 10,000 15,000 20,000 25,000 30,000 35,000
contributing RM31.34 million or 75.54% of our total revenue for FYE 2023
FYE2023 FYE2022 (FYE 2022: RM31.22 million or 80.65%). However, our Group has also made million or 24.05%
significant efforts to expand into the Singapore market, which has yielded (FYE 2022: RM7.25 million
promising results. Consequently, our revenue from the Singapore market
or 18.72%).
has increased to RM9.98 million or 24.05% (FYE 2022: RM7.25 million or
18.72%).
34 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 35
14,000 In addition, our Group’s property, plant and equipment increased by RM3.27
million, mainly due to the purchase of a retail shop lot, new motor vehicles Our Group’s property, plant
12,000 and software development licenses for our software development.
and equipment increased by
10,000
Total liabilities RM3.27 million, mainly
8,000 due to the purchase of a retail
Our Group’s total liabilities increased by RM1.65 million or 10.55%, mainly
shop lot, new motor vehicles
6,000 due to higher contract liabilities resulting from the advanced billings to
and software development
our customers for the submission to Bank Simpanan National (“BSN”) for
4,000
the purchase of our financial management software and sales and service licenses for our software
2,000 tax (“SST”) payable to Royal Malaysian Customs Department. development.
-
FYE2022 FYE2023 The above increases were narrowed partially by the decrease in borrowings
of RM4.98 million resulting from the full settlement of a term loan in
PBT PAT FYE 2023.
Our Group recorded a PAT of RM12.98 million in FYE 2023 as compared to RM13.92 million in FYE 2022, mainly due to
The cash and cash equivalent increased by RM8.80 million or 38.92% to million or 38.92% to
higher cost of sales, selling and distribution expenses and staff costs as explained above.
RM31.41 million (FYE 2022: RM22.61 million), mainly due to the increase in
cash and short-term deposits due to internally generated funds from our
RM31.41 million (FYE
business growth in FYE 2023 as well as proceeds from the Public Issue. 2022: RM22.61 million), mainly
Financial position
Our Group has no borrowing as at 31 December 2023 as we have fully due to the increase in cash and
2023 2022 Variance Variance
settled the term loan via internally generated funds during FYE 2023. short-term deposits due to
As at 31 December (RM’000) (RM’000) (RM’000) % internally generated funds from
Total assets 71,103 37,302 33,801 90.61 our business growth in FYE
Total liabilities 17,289 15,639 1,650 10.55 2023 as well as proceeds from
Total shareholders’ equity 53,814 21,663 32,151 148.41
the Public Issue.
Cash and short-term deposits 31,409 22,609 8,800 38.92
36 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 37
As all our AutoCount software are developed in-house by our Group, we retain the ownership In the IT industry, the technical skillset may be difficult to source as experienced personnel
rights of our software. However, there can be no assurance that the ownership rights with a combination of IT skillset as well as accounting and/or financial knowledge may
will adequately protect our software against any infringement by third parties. Further, not be widely available in the market at competitive salary rates. Even if we manage to
in the development of our software, including all ongoing and future enhancements and hire suitable talents equipped with IT skillsets as well as accounting and/or financial
modifications, there are possibilities that we could inadvertently infringe ownership rights knowledge, there can be no assurance that we will be able to retain them for a long
held by third party(s). This would result in the risk of the third party challenging our duration at competitive salary rates. If we are unable to source for suitable talent that
Group’s ownership rights or taking legal action against us. There is no assurance that any meets our Group’s requirements timely and in sufficient numbers, we may experience a
of the above incidents will be resolved in our favour. In the event that we are unsuccessful slowdown in software development and face challenges in upkeeping and enhancing our
in pursuing any action against third party infringers, or a third party has successfully software. Thus, our financial performance may be adversely affected. Our profitability may
established that we have infringed its ownership rights, we may suffer significant loss be adversely affected if we are required to incur overly high salary costs to hire and retain
arising from financial penalties and/or litigation costs. We may also be exposed to talents to support our business operations.
other risks such as adverse reputation and/or being prevented from selling any of our
applications, which may impact our range of offerings and financial performance. Since We face risks of not adapting quickly to the latest digitalisation needs of businesses and companies as well as the
its inception, our Group has not encountered any issues relating to the infringement of our latest technological development
ownership rights, nor as far as management is aware, have we inadvertently infringed on
third parties’ ownership rights. The IT industry undergoes continuous and rapid technological developments, with
increasing levels of complexity and capabilities to digitalise business operations.
Investments in Research and Development (“R&D”) We also face the risk of not adapting to the latest technological developments. Our ability to
adapt and enhance our AutoCount software to remain technologically relevant determines
Our Group recognises the increasing demand for technology applications and infrastructure the sustainability of our business and our ability to retain existing users and attract new
solutions in all industries. Hence, our R&D activities focus on developing and enhancing dealers. In the event that we fail to keep up with technological developments which are
our suite of financial management software, which comprises accounting software, POS applicable to our business in a timely manner, we may experience a loss of a substantial
software and payroll software. As part of our continuous effort to improve our range number of dealers in a short period of time, which may, in turn, adversely impact our
of financial management software, we actively engage in R&D activities to expand the Group’s business sustainability and financial performance.
functions and enhance the features of our AutoCount software.
Despite the commitments and efforts placed into R&D, there is no assurance that our R&D
activities will yield results and develop software which suits the digitalisation needs of
all businesses and companies and can substantially improve our financial performance.
Further, if the enhancement of our existing software and the development of any new
software in the future are not able to be completed in a timely manner, it could result in
the loss of opportunities available in the market.
38 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 39
Additionally, the industry is expected to benefit from the governmental initiatives for digital transformation across
Malaysia, Singapore, Thailand, Indonesia, Vietnam and the Philippines.
We are confident in our strategic positioning to capitalise on the anticipated growth trajectory in the financial management
software industry and initiatives by governments. These opportunities, coupled with our Group’s regional expansion plans
funded by the utilisation of initial public offering (“IPO”) proceeds, are expected to positively impact our Group’s financial
performance for the financial year ending 31 December 2024.
Looking ahead, our commitment to driving innovation and expanding our solutions remains unwavering. We have outlined
strategic initiatives aimed at bolstering our business for the long term. In Budget 2024, the government announced
RM100.00 million in digitalisation grants, benefiting over 20,000 SMEs and micro-entrepreneurs through MDEC. These
grants support the adoption of digital technologies like e-POS systems, CRM systems, digital marketing, e-commerce,
and remote working solutions.
Additionally, we are prioritising the implementation of e-invoicing by 1 August 2024. To ensure seamless integration, we
will meticulously identify and allocate resources for a smooth transition, enhancing reporting, streamlining processes,
and ensuring tax compliance. With these efforts, we anticipate increased demands for our software in the coming years.
Dividend policy
Our Group presently does not have any formal dividend policy, and the declaration of dividends and other distributions
are subject to the discretion of our Board of Directors. In line with our Group’s performance and as recognition for the
continuous support of our loyal shareholders, during FYE 2023, the Board of Directors has declared and paid a first
interim single-tier dividend of RM0.02 per ordinary share amounting to RM11,010,000 in respect of the financial year
ended 31 December 2023.
The Board is of the view that the recommended dividends provide an adequate balance between rewarding the shareholders
and investors with appropriate returns while retaining sufficient profits to sustain growth in the future.
40 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 41
The Group’s primary focus is on developing and distributing financial management software, which includes Details of the Group’s subsidiaries are shown in the table below.
accounting, point-of-sale (“POS”), and payroll solutions. We specialise in delivering high-quality accounting
software and business applications tailored to the unique needs of small and medium-sized enterprises (“SMEs”), Name of Company Principal Activities Country of Incorporation/Operation
multinational corporations, and publicly traded entities. Our product lineup includes AutoCount Accounting, POS,
Subsidiaries of Auto Count Sdn. Bhd. (“ACSB”)
Cloud Accounting, Cloud Payroll, and OneSales, trusted by over 210,000 businesses across various industries. Our
comprehensive suite of AutoCount software is designed to support a wide range of essential finance and accounting Autocount On The Go Sdn Bhd Developing and distributing software Malaysia
functions within businesses. Supported by our in-house programmers, sales and marketing team, and AutoCount (“AOTGSB”)
Academy, our deep industry knowledge and programming expertise form the cornerstone of our business. Autocount (S) Pte Ltd (“ACSPL”) Wholesale of computer software Singapore
(except games) and development of
In-house supporting system other software and programming
activities
Autocount (Thailand) Co Ltd (“ATCL”) Wholesale of software and software Thailand
related services
Autocount (Philippines) Inc (“API”) Wholesale of software and software Philippines
related services
PT Autocount Software Indonesia Wholesale of software and software Indonesia
(“PASI”) related services
In-depth industry In-house sales and
AutoCount Academy Reporting Framework and Standards
knowledge and marketing support
programming expertise
This report is prepared in accordance with the Bursa Malaysia Sustainability Reporting Guide 3rd Edition and is
adopted in line with the IFRS Foundations - International Integrated Reporting Framework and Integrated Thinking
Principles. The Company also decided to adopt the TCFD recommendations and Sustainable Development Goals
(“SDGs”) as part of the report as well.
ABOUT THIS STATEMENT
Feedback
At AutoCount, we are committed to creating a better future through ethical business practices, steadfast focus on
our objectives, and efficient operations. This statement summarises our dedication to making a positive impact on
We welcome and encourage our stakeholders to provide feedback pertaining to this Statement and the issues
the local economy, society, environment, and governance through the actions and endeavours of our organisation.
covered to us at [email protected].
The reporting period corresponds with our fiscal year spanning from 1st January to 31st December 2023. This Statement
comprehensively addresses the Group’s sustainability performance and highlights the progress of our business
operations in Malaysia.
Auto Count Sdn Bhd (“ACSB”) Trading and development of software Malaysia
Tasked with formulating sustainability strategies, identifying, and evaluating sustainability-related risks, assessing
sustainability performance and targets, and diligently monitoring the implementation of sustainability-related
policies and practices.
44 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 45
Stakeholder Areas of Concern/ Interest Engagement Approach Our Responses Material Sustainability Matter Relevant Stakeholders
Government Agencies • Governance compliance • Annual report • Full compliance with E1 – Water Management Employees, Regulatory Agencies and Local Communities
• Environment • Meeting and regulatory requirements
E2 – Energy Consumption Employees, Regulatory Agencies and Local Communities
management and seminars • Adoption of practices outlined
compliance • Public announcement in the Malaysian code on E3 – Waste Management Employees, Regulatory Agencies and Local Communities
• Fair labour practices • Inspection/audit by corporate governance
E4 – Climate Change Employees, Regulatory Agencies and Local Communities
local authority
S1 – Labour Standards and Human Right Employees and Regulatory Agencies
Local Communities • Impact of business • Community • Investing in education S2 – Occupational Health and Safety Employees and Regulatory Agencies
operation programmes and welfare to enhance
S3 – Training and Development Employees and Regulatory Agencies
• Social issue • Customer community well-being
relationship and S4 – Social Contribution Investors and Public
engagement
G1 – Business Ethics and Compliance Regulatory Agencies and Local Communities
The Group recognises that our material issues can significantly impact our ability to generate lasting value for our G6 – Data Protection and Security Regulatory Agencies and Local Communities
stakeholders, both directly and indirectly. In line with our commitment to sustainable practices, we plan to conduct
G7 – Tax Governance Regulatory Agencies
a thorough materiality assessment annually, starting from the financial year 2023. This process aims to identify the
most critical sustainability issues relevant to both our business and stakeholders. It involves assessing industry trends,
The table below provides a detailed analysis of the materiality level of sustainability matters:
developments, and global as well as local sustainability issues.
Outlined below are the material topics identified in 2023: High Priority Materiality
S3 – Training and Development For a software company, acquiring proper licensing and establishing
Materiality Matrix
good governance are crucial aspects of our operations. Additionally,
100% G2 – Governing Purpose
safeguarding both our system and customers’ data and privacy is our
90% G6 G3 – Business Continuity Risk Management top priority to maintain the reputation and reliability of our company.
S3 G5
Level of Stakeholder Concerns
The table below provides a detailed analysis of the materiality level of sustainability matters: (Cont’d) AutoCount believes in balancing economic, social, and environmental responsibilities while keeping the well-being of our
stakeholders in mind. To adapt to changes in the business world, we have adopted the IFRS Foundation - International
Integrated Reporting Framework and Integrated Thinking Principles1, using the Six Capitals model. This model helps us
Medium Priority Materiality
understand how sustainability affects our finances, allowing us to create value for our business and stakeholders over
S1 – Labour Standards and Human Right While these material sustainability matters may currently be ranked as time. It also helps us stay aligned with global standards like the UN Sustainable Development Goals (“SDGs”). The Six
(Gender Diversity) medium in terms of materiality, they remain significant to the Group. Capitals represent the key sources of value that are important for our business. The six capitals are defined as per below:
G1 – Business Ethics and Compliance They represent fundamental aspects that a company must comply
with and address as part of sustainability efforts, ultimately providing Financial Technology and Intellectual Governance
lasting value to stakeholders. As per the Malaysian Code on Corporate
Funds available to firm from Trademark, patent R&D, innovation, Governance, Internal control system
Governance (“MCCG”) best practices, it is recommended that the Board operations and financing human resources and external and procedures
of Directors comprise at least 30% women directors, a target we are relationships, which can determine
actively working towards achieving. the organisation’s competitive
advantage
Creating a safe and supportive Contributing to local community Improving our environment by
working environment, training, and development utilising greener alternatives
self-development
1
he Integrated Reporting Framework and Integrated Thinking Principles are maintained under the auspices of the IFRS Foundation, a
T
global not-for-profit, public interest organisation established to develop high-quality, understandable, enforceable and globally accepted
accounting and sustainability disclosure standards. (https://integratedreporting.ifrs.org/the-iirc-2/)
48 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 49
Economic Marketplace
Resources to support the Group’s operation and implement other Capitals Implementing sustainability through product quality and compliance
AutoCount recognises that its robust financial performance serves as the foundation for creating enduring value and Due to the surging popularity of remote work, e-commerce, and automation, there has been a notable increase in the
advancing the Group’s sustainability objectives. We are steadfast in our commitment to providing high-quality employment utilisation of digital tools. However, this uptrend also means there is a greater risk of hackers getting hold of sensitive
opportunities and fostering economic development within local communities. Our overarching goal is to ensure long- data. Consequently, it is imperative for AutoCount to take proactive measures to mitigate the escalating risks of
term resilience by efficiently managing our assets and equitably distributing generated wealth among all stakeholders. cyber-attacks, ensuring the protection of our customers’ confidential data and preventing any potential leaks, threats, or
Through these efforts, we aim to not only drive sustainable growth but also make meaningful contributions to the well- compromises in our sector.
being of our employees, communities, and shareholders alike.
Our approach and performance
Moving forward, we are steadfast in our commitment to optimising financial performance while advancing ESG objectives.
Related UNSDGs:
50 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 51
At AutoCount, we prioritise maintaining and delivering exceptional standards of product and service quality to support
our commitment to creating value and driving sustainable business growth. Our unwavering dedication to upholding
industry-leading quality standards has resulted in positive outcomes, including heightened customer satisfaction,
reinforced reputation, effective risk management, and a motivated workforce committed to excellence.
The Group remains steadfast in its commitment to conducting business with integrity, guided by our comprehensive Code
of Conduct (“CoC”), which provides fundamental principles and guidelines for all employees. We uphold a zero-tolerance
Awards and recognitions Accreditation and memberships approach towards fraud, bribery, corruption, money laundering, and insider trading to reinforce our dedication to
ethical practices. Our Anti-Bribery and Corruption (“ABC”) Policy and Whistleblowing Policy play vital roles in promoting
transparency and fostering a governance-friendly environment. These essential policies, along with our CoC, are easily
accessible to all employees on our corporate website, ensuring availability for all stakeholders.
Awarded Accounting Software of the
AutoCount Academy appointed by the
Year 2023 for the Southeast Asian
IAB as the exclusive accredited centre In addition, all employees are required to sign a declaration confirming their receipt and acceptance of the ABC agreement,
Region by the Institute of Accountants
to offer joint awards in Malaysia ensuring compliance with our ABC policy. Moreover, AutoCount has established a dedicated reporting form under the
& Bookkeepers (“IAB”)
Whistleblowing Policy, enabling both employees and external stakeholders to confidentially report any misconduct via
email. As of 31 December 2023, we have not recorded any incidents of corruption across the Group’s business operations.
Governance (Cont’d)
Workplace
Creating a safe and supportive working environment, training, and self-development
To reinforce the significance of ABC in the workplace, we have displayed posters addressing the issue in common areas of
the office and on our website. Mandatory annual training on Anti-Bribery and Corruption is also required for all employees Health and Safety
to ensure awareness and compliance. In FY 2023, our employees received training conducted by CAS Academy Sdn. Bhd.
titled “Preparation and Implementation of the Section 17A of MACC (Amendment) Act 2018.” The table below details the Health and safety in the workplace are fundamental aspects of any organisation’s operations. We understand that
completion rates of trained employees at AutoCount. nurturing a safe and healthy work environment cultivates positive morale and engagement among employees, leading
to increased productivity and reduced turnover rates. Beyond its internal benefits, this dedication to health and safety
Completion Rate (%) enhances the Group’s reputation, attracting top talent and fostering stakeholder confidence.
Employee Category
2021 2022 2023
Management N/A N/A 100 Our approach and performance
Executive N/A N/A 0.05
Non-executive/Technical Staff N/A N/A 0 Recognising the significance of employees’ health and safety at work, we are dedicated to prioritising their well-being and
General Workers N/A N/A 0 ensuring protection from external and physical risks, despite our workplace being free from machinery and hazardous
materials. However, we remain vigilant about our surroundings and potential health issues.
Related UNSDGs:
In FY 2023, our employees participated in first aid training sessions. As an additional measure to safeguard our
employees’ health and safety, we intend to increase investment and efforts in safety and health measures and initiatives.
This includes enhancing understanding of health and safety standards. We plan to implement further initiatives in the
FY 2024, reaffirming our commitment to occupational health and safety performance.
Related UNSDGs:
Employee Management
The Group places significant importance on our employees, recognising them as the backbone of our organisation’s
ongoing growth and success. Therefore, we prioritise the well-being and overall satisfaction of our stakeholders as a
fundamental criterion in our management strategy. This commitment extends to the recruitment, development, and
retention of high-performing employees within a work environment that is both conducive and empowering. Furthermore,
we make substantial investments in development programmes to ensure our employees remain competitive, progressive,
and prepared for the future.
AutoCount strictly adheres to labour practices and standards in its current employment terms. The Human Resources
department focuses on three key aspects of employee management: Training and Development, Remuneration Packages
and Performance Management, and Employee Engagement and Initiatives. These approaches aim to enhance employees’
working productivity and encourage continuous performance improvement.
54 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 55
We firmly believe in the importance of investing in workforce development to attract and retain top talent, ultimately In total, we have invested a sum of RM98,481 on training and the employees received a total of 2,777 training hours in
FY 2023. The details of the employees’ training hours are detailed as follows:
leading to enhanced financial performance. Therefore, the Group is dedicated to prioritising human capital by investing
in employee training to support their growth and align with evolving business needs. Understanding the significance of
Total Training Hours
continuous learning, we offer a variety of both internal and external training programmes. Our objective is to provide a
comprehensive training experience that empowers employees to reach their fullest potential and acquire the necessary 20 14 0 0 98 147 0 0 290 2,445 42 0
skills for effective performance. Additionally, we conduct an analysis of each department’s training needs to ensure the
continued relevance of our training initiatives
2.15
56 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 57
Remuneration Packages and Performance Management Remuneration Packages and Performance Management (Cont’d)
AutoCount recognises our employees as the foundation of the Group’s enduring growth and accomplishments. Guided Total Number Of Employee Turnover
by principles of being result-driven, accountable, collaborative, and embracing shared success, we strive to elevate
individual and team performance. To nurture a high-performance culture, we conduct semi-annual performance and 0 14 1 0 0 14 2 0 0 20 0 0
career development reviews, providing employees with opportunities for self-assessment, feedback, coaching, and
support.
Recognition and celebration of exceptional work experience and performance, as well as high-quality results and
achievements, are integral to our remuneration and reward system. Our aim is to cultivate a motivating and supportive
environment by offering competitive benefits and compensation packages to attract and retain top talent. Aligned with
2021 2022 2023
our commitment to safeguarding their well-being, the Group’s current employment terms adhere to standard industry
practices. Additionally, we provide various employment benefits, including: Management Executive Non-executice/Technical Staff General Workers
Overall Average Training Hours Per Employee As a company that prioritises employees’ health and safety, we are equally dedicated to nurturing their mental
well-being. Recognising the intrinsic connection between employee health, overall job satisfaction, and productivity, we
are firmly committed to creating a workplace that promotes both comfort and harmony, while championing a healthy
20 2023 work-life balance. To fulfil this commitment, we have carefully designed a series of engaging initiatives for our employees,
such as, bi-monthly birthday celebrations, festive celebrations, annual dinner, and other recreational activities.
2022
36
2021
36
58 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 59
Workplace (Cont’d)
Below are the photos showcasing the team activities organised by AutoCount during FY 2023.
Iftar
Related UNSDGs:
Badminton
60 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 61
AutoCount is deeply committed to fostering a nurturing work environment that firmly opposes all forms of unlawful Total Employees of 130 in FY 2023
discrimination, regardless of factors such as race, colour, gender, religion, age, disability, or any other legally protected
classification. This steadfast commitment extends to providing our employees with a culture that champions inclusivity Gender Diversity (%) Gender Diversity (%)
and offers equal opportunities, empowering them to thrive and reach their highest potential.
58.5 41.5 57 43 63 37 40.4 53.2 6.4 43.85 51.75 4.4 50 46.2 3.8
The Group is steadfast in its commitment to conducting all operations with fairness and equity, extending this principle
to the treatment of employees, customers, and investors. Our Code of Conduct statement, as outlined in our Employee
Handbook, expressly prohibits any form of harassment or discrimination based on protected grounds. We strive to cultivate
2021 2022 2023 2021 2022 2023
an inclusive environment where employees from diverse backgrounds feel respected, appreciated, and empowered to
offer their unique perspectives and talents. In FY 2023, we have recorded zero cases of complaints regarding human Male Female Under 30 Between 30-50 Above 50
rights violations.
Furthermore, we are devoted to ensuring equitable access to career advancement opportunities and leadership roles
for all employees, irrespective of their personal characteristics. Our talent management process involves annual skills
assessments and career development planning for all individuals, promoting equal opportunities for professional
progression and enrichment. This approach serves to attract and retain exceptional talent, thereby enhancing overall
2021 2022 2023
business performance.
Bumiputera Chinese Indian Others
The charts below showcase the Group’s board diversity performance and workforce profile.
Board Diversity
Gender Diversity by Employee Category (%)
0 0 0 0 0 100 0 0 100
43.5 44.2 37 50 50 50
2021 2022 2023 2021 2022 2023 2021 2022 2023 2021 2022 2023
Additionally, the Group has been committed and actively involved in various community programs in previous years,
Community
as depicted in the table below:
Contributing to local community development
159,000.00 50,695.00 181,900.00
Our dedication to nurturing talented individuals is evident through our sustained collaboration with local educational
Related UNSDGs:
institutions and community groups. This collaborative effort not only enhances our relationship with the community but
also enriches the overall well-being of the local area. In FY 2023, we have supported five types of educational welfare
initiatives: charity runs, convocations, provision of uniforms, programme competitions, and community projects. In total,
AutoCount has contributed RM181,900 worth of monetary and non-monetary donations to these initiatives.
64 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 65
Customer Satisfaction Furthermore, as an environmentally conscious company, we have also monitored our total energy consumption and
emissions, as depicted in the table below.
Understanding the importance of customer satisfaction, our company is currently in the process of developing a new
methodology that incorporates sustainability elements to enhance customer requirements and demands. This new 2021 2022 2023
methodology aims to integrate sustainability considerations directly into our products and services, ensuring that they Total energy consumption (GJ) 120.791 257.530 359.255
meet not only the functional needs of our customers but also their environmental and social expectations. By aligning our
offerings with sustainability principles, we seek to not only enhance customer satisfaction but also contribute positively Total emissions by scope (tCO2e) 2021 2022 2023
to environmental and social outcomes. Through this initiative, we aim to demonstrate our commitment to responsible Scope 1 N/A N/A N/A
business practices and meet the evolving expectations of our customers in an increasingly sustainability-conscious world. Scope 2 16.0 34.1 47.6
Scope 3 26.98 58.64 39.43
Related UNSDGs:
Related UNSDGs:
Environment
Improving our environment by utilising greener alternatives
Waste Management
Climate Change (Energy Management and Emissions) As a software company, our operations typically do not generate physical waste. However, we are committed to reducing
waste and promoting proper waste management practices in the workplace.
As a company committed to environmental responsibility, we emphasise on making positive contributions to the
environment. Acknowledging the significant impact of energy consumption and greenhouse gas emissions on climate
change, we are steadfast in our commitment to conducting operations in a sustainable and responsible manner while
also actively seeking out opportunities to embrace the transition to a low-carbon economy. Related UNSDGs:
Despite our operations being predominantly office-based and cloud-dependent, we remain committed to mitigating
climate change and minimising environmental footprints to deliver lasting value to our business and stakeholders. As
part of our sustainability efforts, we have implemented energy-friendly practices and enhanced energy efficiency in the
workplace through various initiatives. These initiatives include:
Uncontrolled and excessive water usage can put a heavy burden on water resources and may lead to contamination of Indicator Unit 2021 2022 2023 Target
waterways, resulting in a decline in water quality. These effects can harm local ecosystems, jeopardising important Economic Performance
services provided by these ecosystems and negatively impacting the quality of life in nearby communities. It is also Economic value generated (e.g., revenue
RM’000 29,978 39,686 43,639
crucial to ensure access to clean drinking water to maintain public health and well-being. and other income)
Economic value distributed (e.g., cost
Our approach and performance of sales, operating costs, payment ton
RM’000 19,948 25,763 30,656
providers of capital, and payment to
At AutoCount, we prioritise efficient water usage and ensure that all our employees have access to clean drinking water government)
by providing water dispensers in the office. In FY 2023, the company’s average water consumption was 510 litres per year. Economic value retained RM’000 10,030 13,923 12,983
Understanding the significance of water conservation, we are dedicated to implementing water conservation initiatives Cybersecurity and Data Protection
and raising awareness among employees about proper water management. Bursa C8(a) Number of substantiated
complaints concerning breaches of Number 0 0 0
Indicator Unit 2021 2022 2023 Target Indicator Unit 2021 2022 2023 Target
Diversity, Equity and Inclusion Diversity, Equity and Inclusion (Cont’d)
Bursa C6(d) Number of substantiated Non-executive/Technical Staff
Percentage 25 50 50
complaints concerning human rights Number 0 0 0 - Between 30-50
violations Non-executive/Technical Staff
Percentage 0 0 0
Bursa C3(a) Percentage of employees - Above 50
by gender and age group by employee General Workers
Number 0 0 0
category - Under 30
Gender group by employee category General Workers
0 100 100
Management Looking forward - Between 30-50
Percentage 100 100 100
- Male to increase General Workers
Percentage 0 0 0
Management participation - Above 50
- Female of women in Bursa C3(b) Percentage of directors by
Percentage 0 0 0 leadership roles gender and age group
at management Male Percentage N/A 80 80 Increase
level participation
Executive of women in
Percentage 56.5 55.8 63
- Male Female Percentage N/A 20 20 leadership roles
Executive at director level
Percentage 43.5 44.2 37
- Female to 30% by 2025
Non-executive/Technical Staff Under 30 Percentage N/A 0 0
Percentage 50 50 50
- Male Between 30-50 Percentage N/A 0 0
Non-executive/Technical Staff Above 50 Percentage N/A 100 100
Percentage 50 50 50
- Female Percentage of gender, age, and ethnic
General Workers diversity in the workforce
Percentage 0 0 0
- Male Gender diversity - Male Percentage 58.5 57 63
General Workers Gender diversity - Female Percentage 41.5 43 37
Percentage 0 100 100
- Female Age diversity - Under 30 Percentage 40.4 43.85 50
Age group by employee category Age diversity
Percentage 53.2 51.75 46.2
Management - Between 30-50
Percentage 0 0 0
- Under 30 Age diversity - Above 50 Percentage 6.4 4.4 3.8
Management Ethnic diversity
Percentage 60 60 60 Percentage 16 12 10.77
- Between 30-50 - Bumiputera
Management Ethnic diversity - Chinese Percentage 81 85 87.69
Percentage 40 40 40
- Above 50 Ethnic diversity - Indian Percentage 2 2 0.77
Executive Ethnic diversity - Others Percentage 1 1 0.77
Percentage 40 46 53
- Under 30 Contributing to Local Communities/CSR
Executive Bursa C2(a) Total amount invested
Percentage 54 51 44.5
- Between 30-50 in the community where the target
Executive RM 159,000 50,695 181,900
Percentage 6 3 2.5 beneficiaries are external to the listed
- Above 50 issuer
Non-executive/Technical Staff Bursa C2(b) Total number of
Percentage 75 50 50
- Under 30 beneficiaries of the investment in Number 27 12 22
communities
70 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 71
Indicator Unit 2021 2022 2023 Target To bolster the credibility of our Sustainability Statement, specific sections have been subjected to internal review by the
Climate Change (Energy Management and Emissions) Group’s Internal Auditors.
Bursa C4(a) Total energy consumption Gigajoules 120.791 257.530 359.255
The Scope, Subject Matter(s) covered, and Conclusion (where applicable) are provided below:
Bursa C11(a) Scope 1 emissions in
tCO2e N/A N/A N/A
tonnes of CO2e
Type of Assurance Material Matters Subject Matter Scope Conclusion
Bursa C11(b) Scope 2 emissions in
tCO2e 16.0 34.1 47.6 Internal Review Economic Direct economic value generated and Operations Not applicable
tonnes of CO2e
Performance distributed assessed:
Bursa C11 (c) Scope 3 emissions in
tCO2e 26.98 58.64 39.43 Anti-corruption Percentage of employees who have Malaysia and
tonnes of CO2e
received training on anti-corruption Singapore
Waste Management
by employee category
Bursa C10(a) Total waste generated Metric
N/A N/A N/A Percentage of operations assessed for
tonnes
corruption-related risk
Bursa C10(a)(i) Total waste diverted from Metric
N/A N/A N/A Confirmed incidents of corruption and
disposal tonnes
action taken
Bursa C10(a)(ii) Total waste directed to Metric
N/A N/A N/A Cybersecurity and Number of substantiated complaints
disposal tonnes
Data Protection concerning breaches of customer
Water Management
privacy and losses of customer data
Bursa C9(a) Total volume of water used Litres 36 287 510
Employee Total hours of training by employee
Management category
Internal assurance External assurance No assurance (*) Restated
Total number of employee turnover by
employee category
Note: Italicised fonts represent indicators other than those under the common material matters.
Moving forward, we are committed to enhancing the accuracy and quality of our data to bolster our disclosures. We aim
to achieve this by subjecting all indicators to independent assurance over the next five years. This proactive approach
underscores our dedication to transparency and accountability in our sustainability reporting practices.
*Note: In preparing the Subject Matter mentioned above, AutoCount applied the following criteria:
• IFRS Foundations - International Integrated Reporting Framework and Integrated Thinking Principles
• AutoCount’s relevant policies and procedures
LOOKING FORWARD
As a publicly listed software company, we prioritise transparency and integrity across all facets of our business
operations. Our primary goal is to ensure that all stakeholders benefit from our business practices, with the assurance
that their privacy and interests are safeguarded. To achieve this, our Sustainability Statement serves as a pivotal tool for
communicating our sustainability initiatives and fostering trust among stakeholders.
In alignment with this commitment, we have implemented robust policies, including the Anti-Bribery and Corruption
Policy and Whistleblowing Policy. Our unwavering stance against fraudulent behaviour, bribery, corruption, money
laundering, and insider trading underscores our zero-tolerance approach. Upholding these core values and principles is
paramount in fostering trust and confidence with our stakeholders, solidifying our reputation as a responsible corporate
entity.
Looking ahead, our management remains dedicated to enhancing our capabilities to better address customer needs and
promote sustainable innovations across our operations. Our ongoing focus on sustainability is rooted in the progress we
have made in delivering value to our stakeholders and engaging with them on social and ethical issues.
72 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 PERFORMANCE REVIEW | ANNUAL REPORT 2023 73
Sustainable Development Goals Main Activity Detailed Information Sustainable Development Goals Main Activity Detailed Information
No Poverty Providing equal work • Workplace Sustainable Cities and - -
opportunities Communities
Good Health and Safe working environment • Workplace Climate Action Reduce CO2 emission • Environment
Well-being
Quality Education Training and development for • Community Life Below Water - -
employees
Clean Water and Provision of clean drinking water • Environment Life On Land - -
Sanitation
Decent Work and Good management • Economic Partnerships for the Sustainability report initiative • Looking Forward
Economic Growth • Workplace Goals
• Community
(As recommended by IFRS1 and IFRS2, we can continue using the TCFD recommendations) (As recommended by IFRS1 and IFRS2, we can continue using the TCFD recommendations)
TCFD Recommendation AutoCount Disclosure Reference TCFD Recommendation AutoCount Disclosure Reference
Governance – Disclose the organisation’s governance around climate-related risks and opportunities Risk management – Disclose how the organisation identifies, assesses, and manages climate-related risks (Cont’d)
a) Describe the Board’s oversight • Risk management Board skills and • Chairman Statement c) Describe how processes for • Risk management non-financial KPIs – • Materiality Matrix
of climate -related risks and experience – climate change • Governance identifying, assessing, and sustainability KPIs • Energy Management &
opportunities • Sustainability Committee – role and managing climate related • Risk management – Risk factors (climate Emissions
focus risks are integrated into the change, greenhouse gas emissions and
organisation’s overall risk energy)
b) Describe management’s role • Risk management Climate change – • Governance
management.
in assessing and managing managing risk and opportunity • Environment
climate-related risks and • Sustainability Committee – role and
Metrics and targets – Disclose the metrics and targets used to assess and manage relevant climate-related risks
opportunities focus FY 2023
and opportunities where such information is material
a) Disclose the metrics used by • Non-financial KPIs – sustainability • Energy Management &
Strategy – Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s
the organisation to assess • KPIs Climate change – Operational Emissions
businesses, strategy, and financial planning where such information is material
climate-related risks and emissions
a) Describe the climate-related • Risk management – Risk factors (climate • Materiality Matrix
opportunities in line with its • Climate change – Scope 3 emissions
risks and opportunities the change, greenhouse gas emissions and
strategy and risk management
organisation has identified over energy)
process.
the short, medium, and long • Climate change – managing risk and
term opportunity
b) Disclose Scope 1, Scope 2, • Non-financial KPIs – sustainability KPIs • Energy Management &
and, if appropriate, Scope • Climate change – operational emissions Emissions
b) Describe the impact of climate- • Risk management – Risk factors (climate • Materiality Matrix
3 greenhouse gas (GHG) performance
related risks and opportunities change, greenhouse gas emissions and
emissions, and the related • Climate change – Scope 3 emissions
on the organisation’s energy)
risks. performance Climate change data
businesses, strategy, and • Climate change – managing risk and
financial planning opportunity
c) Describe the targets used by • Non-financial KPIs – sustainability KPIs • Energy Management &
the organisation to manage • Climate change – operational emissions Emissions
c) Describe the resilience of the • Climate change – evaluating the • Energy Management &
climate-related risks and performance FY 2023 performance
organisation’s strategy, taking resilience of our portfolio Emissions
opportunities and performance outcomes
into consideration different
against targets.
climate-related scenarios,
including a 2°C or lower
scenario
Risk management – Disclose how the organisation identifies, assesses, and manages climate-related risks
a) Describe the organisation’s • Risk management • Materiality Matrix
processes for identifying and
assessing climate-related risks
b) Describe the organisation’s • Risk management – Risk factors (climate • Materiality Matrix
processes for managing change, greenhouse gas emissions and • Energy Management &
climate-related risks. energy) Emissions
76 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 77
The Board have established Board Committees namely the Audit and Risk Management Committee, Nomination The Board is mindful that any gender representation should be in the best interest of the Company. Although
Committee and Remuneration Committee, which are entrusted with specific oversight responsibilities for the Company has not reached the 30% woman representation target at the Board level as required, the Board is
Autocount Group’s affairs. The Board Committees are granted the authorities to act on each Board’s behalf channelling its effort in getting other women who could meet the objective criteria, merit and with due regard for
in accordance with their respective Terms of Reference (“TOR”) and to report to the Board with the necessary diversity in skills, experience and age to join the Board.
recommendation. The TOR of the Board Committees are available at the Company’s website. Further, as part of
the Boards’ responsibilities in ensuring compliance by the Company and the Group with the AMLR, the Companies
Act 2016 and rules of other relevant authorities.
78 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 79
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
The Board currently does not have a formal policy on its boardroom or gender diversity. The evaluation and Training programmes and seminars attended by the Directors of the Company during the financial year ended
selection criteria of a director are very much dependent on the effective blend of knowledge, skills, competencies, 31 December 2023 are as follows:-
experiences and time commitment of the new Board member. Nonetheless, the Board is supportive of gender
diversity in the Boardroom composition as recommended by the MCCG and will endeavour to consider suitable and Name of Directors Date Training Programmes/Seminars/Workshops/
qualified female candidates for appointment to the Board. Conferences Attended
4 to 6 April 2023 Mandatory Accreditation Programme (MAP)
The Board meets on a quarterly basis with additional meetings being convened when necessary to address ISO IEC 27001 Internal Auditor Training for Information
17 & 20 March 2023
urgent matters. All the Directors have complied with the minimum attendance requirements as stipulated by the Security Management System
AMLR. The Board met on four (4) occasions during the financial year ended 31 December 2023 and the details of Training on Preparation and Implementation of the Section
28 July 2023
attendance at Board Meetings is set out below:- 17A of MACC (Amendment) Act 2018
Choo Chin Peng
25 September 2023 Sustainability Report Awareness
Name of Directors Attendance Percentage of attendance (%) Sustainability Report - Sustainable Development Goals
26 September 2023
Choo Chin Peng 4/4 100% (SDGs)
Choo Yan Tiee 4/4 100% 27 & 28 September 2023 Sustainability Report - ESG Risk Assessment
Dato’ Ng Wan Peng 4/4 100%
Dr. Liew Soung Yue 4/4 100% 4 to 6 April 2023 Mandatory Accreditation Programme (MAP)
Chin Chee Seng 4/4 100% ISO IEC 27001 Internal Auditor Training for Information
17 & 20 March 2023
Security Management System
Prior to each meeting, a reasonable notice of meetings and agenda were circulated to all Directors together with Training on Preparation and Implementation of the Section
28 July 2023
the draft minutes of the previous meeting together with the respective reports/papers and other board meeting 17A of MACC (Amendment) Act 2018
Choo Yan Tiee
reference materials such as management reports and financial reports to be discussed were furnished to the 25 September 2023 Sustainability Report Awareness
Directors at least seven (7) days prior to the Board meeting via e-mail so that each Director had ample time Sustainability Report - Sustainable Development Goals
to review the papers to enable informed decision making. The deliberations and decisions at Board and Board 26 September 2023
(SDGs)
Committee meetings are well documented in the minutes. 27 & 28 September 2023 Sustainability Report - ESG Risk Assessment
All Directors are encouraged to participate in relevant training programmes for continuous professional 12 January 2023 Can America stop China’s rise Will ASEAN be damaged?
development and to further enhance their skills and knowledge. The Directors are aware that they shall receive 28 March 2023 ESG Sharing by PwC
appropriate training which may be required from time to time to keep them abreast with the current developments
18 April 2023 Cybersecurity & Digital Sustainability
in the industry as well as new statutory and regulatory developments including changes in accounting standards.
9 June 2023 Anti-Bribery and Corruption Refresher
12 June 2023 Crisis Management & Negotiation
19 June 2023 Understanding the Cybersecurity Landscape
18 September 2023 Sustainability Report Awareness
19 September 2023 Sustainability Report - Sustainable Development Goals
20 September 2023 Integrated Reporting and GRI
Dato’ Ng Wan Peng
Talk: AI and the Future of Work & Panel: Buiding the Digital
12 October 2023
Economy through Urban Rejuvenation
AML/CFT & TFS: Evolving Challenges & Expectations in
15 November 2023
Regulatory Compliance
27 November 2023 AOB’s Conversation with Audit Committees
PLCT Chairperson Masterclass: Leading the Change -
28 November 2023 Mastering Climate Action as a Chairperson - Managing
Scope 3 Emissions
80 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 81
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
Training programmes and seminars attended by the Directors of the Company during the financial year ended Company Secretary (Cont’d)
31 December 2023 are as follows:- (Cont’d)
She is also responsible for ensuring that the Company’s Constitution, procedures, policies and regulations are
Name of Directors Date Training Programmes/Seminars/Workshops/ complied with. Also ensuring that, all obligations required by the regulatory and under the AMLR are fulfilled in
Conferences Attended a timely manner. The Board is regularly updated and advised by the Company Secretary on any new statutory and
8 to 10 February 2023 UTAR 10-Year Strategic Plan 2023-2032 workshop regulatory requirements in relation to their duties and responsibilities. The Board recognises that the Company
4 to 6 April 2023 Mandatory Accreditation Programme (MAP) Secretary is suitably qualified and capable of carrying out the duties as required. The Board is satisfied with the
5 May 2023 Changing Investment Landscape with AI and ChatGPT service and support rendered by the Company Secretary in discharging her functions.
28 June 2023 ChatGPT in Education: Issues and Challenges
Dr. Liew Soung Yue
All You Need to Know About Safeguarding Data in The Nomination Committee
1 November 2023
Digital Age
12 December 2023 Sharing Economy and Smart City Development The Board has established Nomination Committee (“NC”) to assist the Board in their responsibilities in nomination
new nominees to the Board and to assess the performance of the Board, the Board Committees and the Directors
ISQM Implementation Part 3 - Forms and Other of the Company on a on-going basis. Full details of the NC duties and responsibilities are stated in its TOR which
10 February 2023 is available on the Company’s website.
Documentation
15 February 2023 Audit of Internal Controls and Awareness of Fraud Risks
21 February 2023 Reinvestment Allowance & Automation Capital Allowance The NC comprises exclusively Independent Non-Executive Directors as follows:-
During the financial year ended 31 December 2023, the External Auditors briefed the Board members on the • the Director’s contributions to the Board and ability to continue to contribute productively;
changes to the Malaysian Financial Reporting Standards have impact on the Group’s and the Company’s financial • the Director’s attendance at Board and committee meetings;
statements for the financial year. The Board was also briefed on the amendments to the LR such as Conflict of • the Director’s compliance with the Code;
Interest and Mandatory Accreditation Programme Part II by the Company Secretary. • whether the Director continues to possess the attributes, capabilities and qualifications considered
necessary or desirable for Board service; and
Company Secretary • the independence of the Director.
The Board is supported by a qualified secretary who is a Fellow member of the Malaysian Institute of Chartered
Secretaries and Administrators (“MAICSA”) and is qualified to act as Company Secretary under the Companies
Act, 2016. As a practicing Company Secretary, she has also attended continuous professional development
programmes as required by MAICSA and Companies Commission of Malaysia.
82 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 83
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
Nomination Committee (Cont’d) The remuneration of individual Directors of the Company, including the remuneration for services rendered to the
Group and the Company for the financial year ended 31 December 2023 are as follows:-
There was no committee meeting held during the FY2023 as the Company was only listed on the ACE Market of
Bursa Securities on 9 May 2023. However, the NC had on 25 April 2024 conducted the annual assessment on the Meeting Benefit- Other
effectiveness of the Board, the Board Committees and all individual Directors, based on their performance for the Salaries Fees Allowances Bonuses in-kind emoluments Total
FY2023. Category RM RM RM RM RM RM RM
Based on the assessment, the NC concluded that the current structure, size and composition of the Board, which Executive Directors
comprises Directors who possess a wide range of expertise, experience and skill in various fields enable them to Choo Chin Peng 523,162 - 2,000 243,399 23,950 58,877 849,388
discharge their duties and responsibilities effectively. The Chairman of the Board had performed excellently and Choo Yan Tiee 488,400 - 2,000 240,439 24,600 93,870 847,309
contributed to the Board.
Non-Executive Directors
Dato’ Ng Wan Peng - 38,500 2,000 - - - 40,500
III. DIRECTORS’ REMUNERATION
Dr. Liew Soung Yue - 38,500 2,000 - - - 40,500
The Remuneration Committee (“RC”) comprises exclusively Independent Non-Executive Directors as follows:- Chin Chee Seng - 38,500 2,000 - - - 40,500
1. Dato’ Ng Wan Peng (Chairman) The details of the remuneration of the top Senior Management (including salary, bonus, benefit in kind and other
2. Dr. Liew Soung Yue emoluments) in each successive bands of RM50,000.00 during the financial year ended 31 December 2023 are as
3. Chin Chee Seng follows:-
The RC is responsible for evaluating, deliberating and recommending to the Board the compensation and benefits Range of Remuneration (RM) Designation of Top Senior Management
that are fairly guided by market norms and industry practices for the business the company is in. The RC is 300,001 – 350,000 Chief Financial Officer, Sales & Marketing Director, Software
also responsible for evaluating the Executive Directors’ remuneration which is linked to the performance of the Development Director
Executive Director and performance of the Group. Individual Director do not participate in the discussion and
decision making of his own remuneration to avoid conflict of interest. There was no RC meeting held during the FY2023 as the Company was only listed on the ACE Market of Bursa
Securities on 9 May 2023.
The Company aims to set remuneration at levels which are sufficient to attract and retain the Directors and Senior
Management needed to run the Company successfully, taking into consideration all relevant factors including PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
the skill function, workload and responsibilities involved, and after giving due consideration to the Group’s
performance. I. Audit and Risk Management Committee
Pursuant to Section 230(1) of the Companies Act, 2016, fees and any benefits payable to the Directors of a listed The Board is assisted by the Audit and Risk Management Committee (“ARMC”) which comprises exclusively of
company and its subsidiaries shall be approved at a general meeting. three (3) Independent Non-Executive Directors, to oversee the integrity of the financial statements, compliance
with relevant accounting standards and the Group’s risk management and internal controls.
The annual review during the financial year ended 31 December 2023 was conducted by the Remuneration
Committee on 25 April 2024. The members of ARMC are as follows:
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT’D) PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANING RELATIONSHIP WITH STAKEHOLDERS (CONT’D)
I. Audit and Risk Management Committee (Cont’d) II. Conduct of General Meetings
The Chairman of the ARMC is not the Chairman of the Board. The ARMC Chairman is able to assess to the Executive The Annual General Meeting (“AGM”) represents the principal forum for dialogue and interaction with shareholders.
Directors, Senior Management, External Auditors and Internal Auditors. To-date, the Company has not appointed The Chairman together with other Directors and External Auditors will be present at the forthcoming AGM to
a former audit partner to be a member of the ARMC. In addition, the ARMC has revised the TOR of ARMC to update answer any enquires from the shareholders. Shareholders who are unable to attend the AGM are allowed to
the cooling-off period of a former audit partner to three (3) years before he/she can be considered for appointment appoint proxies to attend and vote on their behalf.
as a member of ARMC which aligns with the MCCG 2021.
As recommended by the MCCG 2021, the notice of AGM will be sent to shareholders at least twenty-eight (28)
The composition of the ARMC is reviewed annually with the view to maintain an independent and effective ARMC, days before the AGM, to allow shareholders to have additional time to go through the Annual Report and make the
and in line with the principles of the MCCG 2021. The ARMC members are expected to continuously update their necessary attendance and voting arrangements. The notice of AGM, which sets out the business to be transacted
knowledge and enhance their skills. Based on the performance evaluation of the ARMC for the financial year at the AGM, is also published in a major local newspaper.
ended 31 December 2023, the Board is satisfied that the Chairman and the members of ARMC have discharge their
responsibilities effectively. The Board will ensure that each item of special business included in the notices of the AGM or Extraordinary
General Meeting is accompanied by a full explanation of the effects of any proposed resolution. In line with Rule
The independence, suitability and appointment/re-appointment of the External Auditors is reviewed by the ARMC 8.31A of the AMLR of Bursa Securities, all resolutions set out in the notice of general meeting will be put to vote
annually based on the External Auditors Assessment. by poll. The Company will also appoint an independent scrutineer to validate the vote cast in the general meeting.
The outcome of the general meeting will then be announced to Bursa Securities on the same meeting day while
II. Risk Management and Internal Control Framework the minutes of the general meeting will be uploaded on the Company’s website within thirty (30) business days
from the date of the general meeting.
The Board affirms its responsibilities over the Group’s system of risk management and internal control and
acknowledges that such system is an integral part of effective management practice. To this end, the Board STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE FINANCIAL STATEMENTS
confirms that the Group has implemented an ongoing process of identifying, evaluating, monitoring and managing
the significant risks faced by the Company and the Group under its risk management and internal control The Directors are required by the Companies Act, 2016 to prepare the financial statements for each financial year which
framework. Details of the Group’s risk management and internal control framework are set out in the Statement give a true and fair view of the state of affairs of the Company and of the Group at the end of financial year and of the
on Risk Management and Internal Control in the Annual Report. results and cash flows of the Company and of the Group for the financial year then ended.
The Board has delegated the review on the adequacy and effectiveness of the Group’s risk management and The Directors are satisfied that in preparing the financial statements of the Company and of the Group for the financial
internal control framework to the ARMC. year ended 31 December 2023. The Company and the Group have used the appropriate accounting policies and applied
them consistently and prudently. The Directors also consider that all relevant approved accounting standards have been
PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANING RELATIONSHIP WITH STAKEHOLDERS followed in the preparation of these financial statements.
The Company aims to ensure that the shareholders and investors are kept informed of all major corporate The Board strikes to ensure that the Group complies with the principles and practices of the MCCG 2021. The Board will
developments, financial performance, AGM and other relevant information by promptly disseminating such endeavour to improve and enhance procedures in the Group to ensure compliance from time to time.
information to shareholders and investors via announcements to Bursa Securities and the Company’s website at
https://www.autocountsoft.com/investor-relations/. This Corporate Governance Overview Statement was approved by the Board on 25 April 2024.
The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder
value and recognises the importance of timely dissemination of information to shareholders or stakeholders.
The Board is accountable to shareholders as well as other stakeholders of the Company for the performances
and operations of the Company. As such, the Board endeavours to provide timely and accurate disclosure of all
material information of the Group to the shareholders and investors.
86 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 87
During the financial year, there were no proceeds raised by the Company and its subsidiaries from any corporate The Board acknowledges its overall responsibility for maintaining a sound risk management framework and internal
proposals. control system to safeguard shareholders’ investments and the Group’s assets, as well as reviewing its effectiveness,
adequacy and integrity on a regular basis. In acknowledging that having a sound risk management and internal control
3.0 Contracts Relate to a Loan system is imperative, the Board has established a governance structure that ensures effective oversight of risks and
internal controls within the Group at all levels.
There were no contracts which relate to a loan entered into by the Company and its subsidiaries during the financial
year ended 31 December 2023. The Board focuses on effective risk oversight, which is critical in setting the tone and culture towards effective risk
management and internal control. The Board has established an ongoing process for identifying, evaluating, managing and
4.0 Recurrent Related Party Transactions of Revenue or Trading Nature (“RRPT”) monitoring the significant risks faced by the Group, and this process includes enhancing the system of risk management
and internal control as and when there are changes to the business environment or regulatory guidelines.
There were no RRPT conducted during the financial year ended 31 December 2023.
It is important to note that the system of risk management and internal control is designed to manage the Group’s risks
5.0 Non-Audit Fees within an acceptable risk profile, rather than to eliminate the risk of failure to achieve the business objectives. Hence,
the system, by its nature, can only provide reasonable assurance, and not absolute assurance against any material
The audit fees and non-audit fees paid and payable to External Auditors by the Group for the financial year ended misstatement of financial information and records, financial losses, errors, or fraud.
31 December 2023 are as follow:
Risk Management Framework
Group Company
Category RM RM The Board regards core risk management is an integral and critical part of the day-to-day operations of the Group.
The experience, knowledge and expertise to identify and manage such risks throughout the financial year under review
Audit fees 168,000 95,800 enable the Group to make a cautious, mindful and well-informed decisions through the formulation and implementation
Non-Audit fees 85,100 74,600 of requisite action plans and monitoring regimes, which is imperative in ensuring the accomplishment of the Group’s
objectives.
The Board is assisted by the ARMC to provide oversight, direction and counsel to the Group’s risk management process
by identifying and assessing risks and making recommendations to monitor, evaluate, manage and mitigate such risks
throughout the business operations particularly, in respect of key risks which the Group faces on a regular basis. In
addition, evaluate, measure, monitor and report risks as well as deficiencies and non-compliance with internal controls
and for taking appropriate and timely remedial actions as required.
As part of our Risk Management processes, the Group has adopted a Risk Management System, and the ARMC has
performed, amongst others, the following:
• To oversee and recommend the risk management policies and procedures of the Group;
• To review and recommend changes as needed to ensure that the Group has in place at all times a risk management
policy which addresses the strategies, operational, financial and compliance risks;
88 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 89
Statement on Risk Management and Internal Control Statement on Risk Management and Internal Control
(Cont’d) (Cont’d)
As part of our Risk Management processes, the Group has adopted a Risk Management System, and the ARMC has During FYE 2023, the consulting firm undertook internal control audits covering the two internal audit reviews on the
performed, amongst others, the following: (Cont’d) Group as follows:
• To implement and maintain a sound risk management framework which identifies, assesses, manages and Reporting month Audit areas
monitors the Group’s business risks; February 2023 • Control environmental assessments on a subsidiary, Auto Count Sdn Bhd, which
covered product development system, investment and fund management system,
• To set reporting guidelines for management to report to the committee on the effectiveness of the Group’s human resource management and payroll system, sales, billing and collection system,
management of its business risks; purchase and payment system, account preparation and financial reporting system,
fixed assets management and control system, marketing system, licensing system and
• To review the risk profile of the Group and to evaluate the measures taken to mitigate the business risks; and training, education and support system.
• Enterprise risk management assessment
• To review the adequacy of management’s response to issues identified in risk registers, ensuring that the risks • Review of corporate governance framework and structure
are managed within the Group’s risk appetite. October 2023 • Control environmental assessment on a subsidiary, AutoCount (S) Pte Ltd, which
covered human resource management and payroll system, sales, billing, and
The Board regards risk management as an integral part of the Group’s business operations and has oversight over the collection system, purchase and payment system, account preparation and financial
critical areas through the ARMC. This helps to reduce the uncertainties surrounding the Group’s internal and external reporting system, fixed assets management and control system, marketing system and
environment, thus allowing it to maximise and minimise adverse incidences that may arise. support system.
Internal Audit Function (“IAF”) Other Key Elements of Risk Management and Internal Control System
The Board acknowledges the importance of the internal audit function. The Group has outsourced its IAF to CAS Consulting The other key elements of the Group’s internal control system include:
Services Sdn. Bhd. (“internal Auditor”), an outsourced internal audit service provider. The Internal Auditors independently
review the procedures and control processes and report directly to the ARMC on the adequacy and effectiveness of the
established internal control system.
The Internal Auditor reports directly to the ARMC during the ARMC meeting. The Internal Auditor is free from any
relationship with the Board and Management or any conflict of interest in the operations and activities of the Group,
which could impair their objectivity and independence. The Board will continue to outsource its internal audit function Well-defined organisational structure with clear lines Clearly defined terms of reference, authorities and
to the independent consulting firm to provide an independent evaluation of the system of internal control of the Group. of authority, limits of authority, accountability and responsibilities of the various Board committees which
responsibilities of the Managing Director, Executive include the ARMC, Remuneration Committee and
Internal audits are carried out based on the annual audit plan approved by the ARMC. The internal audit plan covers the Directors and Senior Management. Nomination Committee.
key functional areas and business activities of the major subsidiaries of the Group as well as issues relating to control
deficiencies and areas for improvements including the relevant recommendations to address the issues. The ARMC
works with the Internal Auditors to ensure that the internal audit plan encompasses the audit of the essential services
and the follow-up on the audits.
The scope of the IAF’s work was not restricted, and the Internal Auditors were allowed full and unrestricted access to the
records pertinent to the internal audit and relevant personnel of the Group.
The Internal Auditor present to the ARMC the internal audit reports on a regular basis. The assessment of the adequacy Clearly defined and formalised policies and procedures and The management meets regularly to discuss key
and effectiveness of internal control established in mitigating risks is carried out through interviews and discussions with guidelines are in place to support the Group in achieving operational and management issues. Under the purview
the management team, review of relevant established policies and procedures and authority limits, and observing and its corporate objectives. These policies and procedures of the Managing Director, the heads of the respective
testing of the internal control on a sampling basis. including Anti-Bribery and Anti-Corruption Policy provide operational units of the Group are empowered with the
a basis for ensuring compliance with applicable laws and responsibilities of managing their respective operations
regulations, and also internal controls with respect to the and business.
conduct of business.
90 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 91
The Board is of the opinion that the Group’s risk management and internal control system are satisfactory and have no
COMPOSITION & MEETING
internal control failure nor any significant weaknesses that resulted in any loss to the Group during the financial year
under review. The Board is also cognisant that the Group’s risk management framework and system of internal control
The ARMC comprises of three (3) members, all of whom are Independent Non-Executive Directors (“INEDs”). The
must be continuously reviewed and evolved to meet the changing business environment. The Group is committed to
composition of the ARMC complies with Rule 15.09 (1) of AMLR. The composition and the details of each ARMC members’
continuing to take all necessary measures to strengthen the risk management and internal control system to further
attendance for FYE 2023 are set out below:
enhance its effectiveness to ensure all identified risks are managed on a timely basis and are within tolerance limits.
The Board is satisfied that the Group’s risk management framework and system of internal control are operating Name Designation Meeting Attendance
adequately and effectively in all material aspects for FYE 2023. Mr. Chin Chee Seng Chairman 4/4
Dato’ Ng Wan Peng Member 4/4
The Managing Director and Chief Financial Officer of the Group have given the Board the assurance that the Group’s risk Dr. Liew Soung Yue Member 4/4
management and internal control system have been operating adequately and effectively in all critical aspects.
The members of the ARMC have the relevant experience and expertise in finance and accounting and have carried out
This statement is made in accordance with a resolution of the Board of Directors dated 25 April 2024. their duties in accordance with the terms of reference of the ARMC. None of the members were former key audit partners
of the Company’s existing External Auditors, Baker Tilly Monteiro Heng PLT. The ARMC Chairperson, Chin Chee Seng, is a
member of the Malaysian Institute of Accountants (MIA), the Malaysian Institute of Certified Public Accountants (MICPA),
and a fellow member of the Association of Chartered Certified Accountants (ACCA) and a registered ASEAN CPA. Profiles
of the ARMC members are set out in Directors’ Profile Section of this Annual Report.
The notice of ARMC meeting and relevant meeting papers are distributed in advance, normally seven (7) days prior to
the meetings to enable the ARMC have sufficient time to review the materials and allowing for better preparation and
understanding of the issues to be discussed. The quorum for a meeting shall be two (2) members and the majority
members present at the meeting must be independent.
The Company Secretary shall be the Secretary of the ARMC and shall be responsible, in conjunction with the Chairman,
for drawing up the agenda and circulating it prior to each meeting. The Company Secretary shall also be responsible for
recording the proceedings of the meetings. Minutes of meetings were circulated to all members of ARMC and table for
confirmation at the next ARMC meeting
The ARMC may call for a meeting as and when required with reasonable notice as the ARMC members deem fit. ARMC
members may participate in a meeting by means of tele-conference, telephone call, conference, videophone or any similar
or other communications method by means of which all persons participating in the meeting can hear each other. Such
participation in a meeting shall constitute presence in person at such meeting and shall satisfy the quorum requirement.
92 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 CORPORATE GOVERNANCE | ANNUAL REPORT 2023 93
Audit and Risk Management Committee Report Audit and Risk Management Committee Report
(Cont’d) (Cont’d)
The Managing Director, Executive Director and Chief Financial Officer (“CFO”) are invited to ARMC meetings to facilitate The ARMC reports regularly to the Board on its activities, deliberations and recommendations in discharging its duties
direct reporting by Executive Management and to enable the provision of updates on the Group’s operations, activities and and responsibilities. The summary of the work and key matters considered by the ARMC during FYE 2023 are as follows:
financial performances. Representatives from the internal auditors, external auditors and other representatives of the (Cont’d)
Group were also invited to attend the ARMC meetings to discuss specific matters which required their input and advice.
6. Conflict of Interest
The ARMC reports regularly to the Board on its activities, deliberations and recommendations in discharging its duties
and responsibilities. The summary of the work and key matters considered by the ARMC during FYE 2023 are as follows: • Reviewed potential conflict of interest situations that may arise and the measure to mitigate the conflict of
interest.
1. Financial Reporting
7. Other Activities
• Reviewed and discussed the unaudited quarterly financial results of ADB Group with the Management and
recommended the same for Board’s consideration and approved before releasing to Bursa Securities; • Reviewed the Statement of on Risk Management and Internal Control and recommend for the Board of
Approval; and
• Reviewed and discussed the audited financial statements together with the Directors’ and auditor’s • Reviewed the Corporate Governance Overview Statement and Corporate Governance Report.
statements with external auditors and the Management and recommended the same for the Board’s
consideration and approvals; and Internal Audit Function
2. Internal Audit The ARMC recognises the importance of an adequately resourced internal audit function to assist in undertaking a
systematic and disciplined approach to assess, evaluate and enhance the effectiveness of the Group’s risk management,
• Reviewed and approved the Annual Audit Plan for year 2023 to ensure adequate and comprehensive internal control and governance systems and processes, and to provide reasonable assurance that such systems and
coverage of the activities of the Group; and processes continue to operate effectively and in compliance with the Group’s established objectives.
• Discussed and approved the internal audit reports which highlighted the findings and management’s
responses. ADB has outsourced its internal audit function to a professional services firm, namely CAS Consulting Services Sdn Bhd
(“CAS”), to assist the ARMC in undertaking independent assessment on the adequacy, efficiency and effectiveness of the
3. External Audit Group’s system of risk management and internal control.
• Reviewed the external auditors’ terms of engagement, audit plan, scope of work, audit fees and non-audit During the financial year under review, CAS has undertaken the following activities:
fees for the year under review;
• Reviewed the independence, performance and effectiveness of external auditors and made recommendations a) Developed risk-based internal audit plan for ARMC’s approval
to the Board on their re-appointment and remuneration; b) Conducted internal audit reviews in accordance with the internal audit plan that is approved by the ARMC
• Reviewed and discussed the significant issues arising from the financial audits; c) Presented results of internal audit reviews together with recommendations for improvement and management’s
• Held one (1) private discussion with the external auditors without the presence of Management to ensure responses to the internal audit results during quarterly ARMC meetings
no restrictions on the scope of their audit and to discuss any matters that they wish to present. d) Reviewed the adequacy and effectiveness of the system of internal control in managing risks that may impede the
Group from achieving its business objectives
4. Risk Management
Total costs incurred on the outsourced internal audit function of the Group for FYE2023 was approximately at RM38,000.
• Reviewed, evaluated and make recommendations to the Board on the following matters:-
- Adequacy and effectiveness of ADB’s Risk Management Framework to ensure appropriate systems
and processes are in place; and
- ADB’s Enterprise Risk Management, Risk Profile to monitor and manage identified risks effectively.
• Reviewed related party transactions and recurrent related party transactions entered by the Group on a
quarterly basis and ensure all transactions are carry out on arm’s length basis and not detrimental to the
Company’s minority shareholders.
94 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 95
The principal activity of the Company is investment holding. The principal activities of its subsidiaries include wholesale
of computer hardware, software and peripherals, trading of software and services and development of software, and
programming activities.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Group Company
RM RM
Attributable to:
Owners of the Company 12,982,975 15,345,529
DIVIDENDS
The amount of dividend declared and paid by the Company since the end of the previous financial period was as follow:
RM
Single tier interim dividend of RM0.02 per ordinary share in respect of the financial year ended
31 December 2023, paid on 29 September 2023 11,010,000
The directors do not recommend the payment of any final dividends in respect of the financial year ended 31 December
2023.
RESERVES OR PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed
in the financial statements.
96 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 97
Before the financial statements of the Company were prepared, the directors took reasonable steps to ascertain that At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the
action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and had financial statements of the Group and of the Company which would render any amount stated in the financial statements
satisfied themselves that there were no known bad debts and that no allowance for doubtful debts was required. misleading.
At the date of this report, the directors are not aware of any circumstances which would render it necessary to write off
any bad debts or to make any allowance for doubtful debts in the financial statements of the Company. ITEMS OF MATERIAL AND UNUSUAL NATURE
VALUATION METHODS The auditors’ remuneration of the Group and of the Company during the financial year were RM196,893 and RM69,000
respectively.
At the date of this report, the directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or The Company has agreed to indemnify the auditors of the Company as permitted under Section 289 of the Companies Act
inappropriate. 2016 in Malaysia.
At the date of this report, there does not exist: During the financial year, the Company issued 93,585,000 new ordinary shares at a price of RM0.33 per ordinary share
for a total cash consideration of RM30,883,050 pursuant to the Initial Public Offering of the Company on the ACE Market
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year of Bursa Malaysia Securities Berhad.
which secures the liabilities of any other person; and
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary
(ii) any contingent liabilities in respect of the Group and of the Company that has arisen since the end of the financial shares of the Company.
year.
There was no issuance of debentures during the financial year.
In the opinion of the directors, no contingent liabilities or other liability of the Group and of the Company have become
enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which
will or may affect the ability of the Group and of the Company to meet their obligations as and when they fall due. OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up the unissued shares of the Company during the financial year.
98 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 99
The directors in office during the financial year and during the period from the end of the financial year to the date of this Since the end of the previous financial period, no director of the Company has received or become entitled to receive
report are: any benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable, by the
directors as shown below) by reason of a contract made by the Company or a related corporation with the director or with
Choo Chin Peng* a firm of which the director is a member, or with a company in which the director has a substantial financial interest.
Choo Yan Tiee*
Dato’ Ng Wan Peng The directors’ benefits of the Group and of the Company were as follows:
Chin Chee Seng
Liew Soung Yue Group Company
RM RM
1,700,697 4,000
DIRECTORS’ INTERESTS
Non-executive directors
According to the Register of Directors’ Shareholdings required to be kept by the Company under Section 59 of the - Fees 115,500 115,500
- Other emoluments 6,000 6,000
Companies Act 2016 in Malaysia, the interests of directors in office at the end of the financial year in shares in the
Company during the financial year were as follows: 121,500 121,500
1,822,197 125,500
Interests in the Company
Number of ordinary shares Neither during, nor at the end of the financial year, was the Company a party to any arrangements where the object is to
At At enable the directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any
1.1.2023 Bought Sold 31.12.2023
other body corporate.
Direct interests:
Choo Chin Peng 187,421,964 - (18,064,768) 169,357,196
Choo Yan Tiee 187,421,964 - (18,064,768) 169,357,196 INDEMNITY TO DIRECTORS AND OFFICERS
During the financial year, the total amount of indemnity coverage and insurance premium paid for the directors of the
By virtue of their interests in the ordinary shares of the Company and pursuant to Section 8 of the Companies Act 2016 in
Group and of the Company were RM1,150,000 and RM14,000 respectively.
Malaysia, Choo Chin Peng and Choo Yan Tiee are deemed to have an interest in the ordinary shares of the subsidiaries to
the extent that the Company has an interest.
During the financial year, no indemnity was given to or insurance effected for, any officers of the Group and of the Company.
Other than as stated above, none of the other directors in office at the end of the financial year had any interest in ordinary
shares or debentures of the Company and its related corporations during the financial year.
100 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 101
The details of the Company’s subsidiaries are as follows: Listing on ACE Market of Bursa Malaysia Securities Berhad
Principal place Effective On 14 April 2023, the Company issued its Prospectus in relation to the Initial Public Offering comprising the public issue
of business/ Equity Interest
of 93,585,000 new ordinary shares of the Company at an Initial Public Offering price of RM0.33 per share, representing
Country of 2023 2022
25% of the enlarged issued share capital, to be allocated and allotted in the following manner:
Name of the company incorporation % % Principal activities
Autocount Software Sdn. Bhd. Malaysia 100 100 Dormant (a) Public issue of 93,585,000 new ordinary shares in the Company (“shares”) in the following manner:
(i) 27,525,000 new shares available for application by the Malaysia public;
Auto Count Sdn. Bhd. Malaysia 100 100 Trading and development of (ii) 11,010,000 new shares available for application by our eligible employees and persons who have contributed
software to the success of the Group and of the Company; and
(iii) 55,050,000 new shares available by way of placement to selected investors, and
Subsidiaries of Auto Count Sdn. Bhd.
Autocount (S) Pte Ltd. Singapore 100 100 Wholesale of computer
software (except games) and (b) Offer for sale of 44,040,000 existing shares by way of private placement to selected investors.
also development of other
software and programming
On 9 May 2023, the Company was listed on the ACE Market of Bursa Malaysia Securities Berhad comprising public issue
activities
of 93,585,000 new ordinary shares.
Autocount On The Go Sdn. Bhd. Malaysia 100 100 Developing and distributing
software
The available auditors’ reports on the accounts of the subsidiaries did not contain any qualification.
102 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 103
ASSETS
Non-current assets
Property, plant and equipment 5 14,938,747 11,664,693 - -
This report was approved and signed on behalf of the Board of Directors in accordance with a resolution of the directors. Right-of-use asset 6 103,213 - - -
Intangible assets 7 1,672,567 1,706,466 - -
Investment in subsidiaries 8 - - 8,013,009 8,013,009
Deferred tax assets 9 1,612,708 706,742 - -
Current assets
Trade and other receivables 10 4,487,520 479,562 5,327,025 -
CHOO CHIN PENG Contract assets 11 - 136,060 - -
Director Contract costs 12 403,411 - - -
Short-term investments 13 16,475,526 - 8,805,559 -
Cash and short-term deposits 14 31,409,371 22,608,688 20,119,203 2
Non-current liabilities
Term loans 18 - 4,510,219 - -
Lease liability 19 31,566 - - -
Deferred tax liabilities 9 70,834 6,224 65,108 -
Current liabilities
Term loans 18 - 465,423 - -
Lease liability 19 73,136 - - -
Current tax liabilities 995,164 1,375,766 23,784 -
Other payables 20 7,389,807 4,693,201 45,987 365,179
Contract liabilities 11 8,728,986 4,588,414 - -
(736,494)
(11,010,000)
Total
equity
RM
21,662,964
12,982,975
31,075
13,014,050
30,883,050
19,136,556
53,813,570
25.2.2022
(Date of
1.1.2023 to 1.1.2022 to 1.1.2023 to incorporation)
31.12.2023 31.12.2022 31.12.2023 to 31.12.2022
Note RM RM RM RM
(11,010,000)
(11,010,000)
Retained
earnings
RM
21,056,610
12,982,975
-
12,982,975
-
-
23,029,585
Revenue 21 41,491,261 38,716,784 16,010,000 -
(7,506,009)
(7,506,009)
Merger
deficit
RM
-
-
-
-
-
-
Administrative expenses (6,905,669) (6,079,601) (1,197,474) (359,679)
Selling and distribution expenses (7,783,147) (6,760,232) - -
Other operating expenses (1,000,792) (595,300) - -
Exchange
reserve
RM
104,852
-
31,075
31,075
-
-
-
135,927
Finance costs 24 (190,270) (189,050) - -
(736,494)
-
-
30,883,050
-
Share
capital
RM
8,007,511
30,146,556
38,154,067
Other comprehensive income
Item that may be reclassified subsequently to
profit or loss
Exchange differences on translation of
foreign operations 31,075 104,030 - -
Note
15
29
Total comprehensive income/(loss) for the
financial year/period 13,014,050 14,026,620 15,345,529 (359,679)
At 31 December 2023
At 1 January 2023
Group
(300,100)
(300,098)
Total
equity
RM
7,936,442
13,922,590
104,030
14,026,620
21,662,964
(Accumulated
loss)/
Share Retained Total
capital earning equity
Note RM RM RM
Retained
earnings
RM
7,134,020
13,922,590
13,922,590
-
-
21,056,610
Company
At 25 February 2022 (date of incorporation) 2 - 2
Attributable to owners of the Company
(7,506,009)
(7,506,009)
Merger
deficit
RM
822
104,030
104,030
-
-
104,852
(801,600)
Invested
equity
RM
801,600
2
8,007,509
Share
capital
RM
8,007,511
8,007,511
15
Total comprehensive income for the financial year
At 31 December 2022
At 1 January 2022
operation
Group
108 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 109
Cash flows from operating activities Cash flows from investing activities
Profit/(Loss) before tax 17,273,352 18,292,656 15,486,396 (359,679) Purchase of property, plant and equipment (a) (4,106,976) (2,313,139) - -
Adjustments for: Proceeds from disposal of property, plant
Amortisation of intangible assets 178,429 87,183 - - and equipment 167,200 - - -
Deposit written off 21,490 - - - Development of intangible assets (144,530) (603,310) - -
Depreciation of property, plant and Purchase of short-term investments (32,510,700) - (19,800,000) -
equipment 834,972 605,928 - - Proceeds from disposal of short-term
Depreciation of right- of-use asset 41,528 6,735 - - investments 16,106,401 - 10,994,441 -
Dividend income - - (5,000,000) - Proceeds from disposal of a subsidiary 8(c) - 205,081 - -
Fair value gain on short-term investments (41,606) - - - Drawdown of short-term deposits 1,800,000 - - -
Finance costs 190,270 189,050 - - Placement of short-term deposits (20,000,000) (1,800,000) (20,000,000) -
Finance income (1,116,367) (150,217) (673,870) - Advances to a subsidiary - - (16,171) -
Gain on disposal of a subsidiary - (307,945) - - Acquisition of subsidiaries, net of cash
Gain on disposal of short-term investments (28,510) - - - acquired 8(b) - (469,442) - (5,500)
Gain on disposal of property, plant and Interest received 799,369 150,217 378,494 -
equipment (167,196) - - -
Net cash used in investing activities (37,889,236) (4,830,593) (28,443,236) (5,500)
Net unrealised loss/(gain) on foreign
exchange 133,804 (364,187) - -
Property, plant and equipment written off - 2,500 - - Cash flows from financing activities
Repayment of term loans (b) (4,975,642) (462,244) - -
Operating profit/(loss) before changes in Payment of lease liability (b) (41,088) (7,151) - -
working capital 17,320,166 18,361,703 9,812,526 (359,679) Interest paid (190,270) (189,050) - -
(Repayment to)/Advances from a subsidiary (b) - - (359,029) 359,029
Changes in working capital: Dividend paid on shares
Trade and other receivables (3,705,209) 3,239,786 (15,478) - - Owners of the Company (11,010,000) (16,000,000) (11,010,000) -
Contract assets 136,060 (16,251) - - Repayment to a director (b) - (240,558) - -
Contract costs (403,411) - - - Net proceeds from issuance of ordinary
Other payables 2,394,199 1,057,693 39,837 6,150 shares 30,146,556 2 30,146,556 -
Contract liabilities 4,287,403 (498,847) - -
Net cash from/(used in) financing activities 13,929,556 (16,899,001) 18,777,527 359,029
Cash generated from/(used in) operations 20,029,208 22,144,084 9,836,885 (353,529)
Income tax paid (5,524,691) (4,578,251) (51,975) - Net (decrease)/increase in cash and cash
equivalents (9,455,163) (4,163,761) 119,201 -
Net cash from/(used in) operating activities 14,504,517 17,565,833 9,784,910 (353,529) Cash and cash equivalents at the beginning
of the year/date of incorporation 20,808,688 24,856,281 2 2
Effects of exchange rate changes on cash
and cash equivalents 55,846 116,168 - -
(a) Purchase of property, plant and equipment (c) Total cash outflow for leases as a lessee:
During the financial year, the Group acquired PPE with an aggregate cost of RM4,106,976 (2022: RM2,313,139) Group
2023 2022
which are satisfied by cash payments.
Note RM RM
(b) Reconciliation of liabilities arising from financing activities Included in net cash from/(used in) operating activities:
Payments relating to short-term leases 25 21,920 75,640
Non-cash Payments relating to lease of low value assets 25 7,073 9,018
1.1.2023 Cash flows Acquisition 31.12.2023
RM RM RM RM 28,993 84,658
4,975,642 (5,016,730) 145,790 104,702 Total cash outflows of leases 73,555 91,858
Company
Amount owing to a subsidiary 359,029 (359,029) - -
Group
Term loans 5,437,886 (462,244) - 4,975,642
Lease liability 7,151 (7,151) - -
Amount owing to a director 240,558 (240,558) - -
25.2.2022
(Date of
incorporation) Cash flows Non-cash 31.12.2022
RM RM RM RM
Company
Amount owing to a subsidiary - 359,029 - 359,029
112 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 113
Autocount Dotcom Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in 2.2 Adoption of new MFRS and amendments to MFRSs (Cont’d)
Malaysia and is listed on the ACE Market of Bursa Malaysia Securities Berhad on 9 May 2023. The registered office
of the Company is located at Level 5, Tower 8, Avenue 5, Horizon 2, Bangsar South City, 59200 Kuala Lumpur, Accordingly, the Group and the Company disclosed their material accounting policy information in these
Malaysia. The principal place of business of the Company is located at B2-3A-01, Level 3A, Block B2, Meritus @ financial statements. However, the amendments did not result in changes to the accounting policies of the
Oasis Corporate Park, No. 2, Jalan PJU 1A/2, Ara Damansara, 47301 Petaling Jaya, Selangor. Group and of the Company.
The principal activity of the Company is investment holding. The principal activities of its subsidiaries are set out 2.3 Amendments to MFRSs that have been issued, but yet to be effective
in Note 8. There have been no significant changes in the nature of these activities during the financial year.
The Group and the Company have not adopted the following amendments to MFRSs that have been issued,
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the but yet to be effective:
directors on 25 April 2024.
Effective for
financial periods
beginning on or
2. BASIS OF PREPARATION after
The amendments require an entity to disclose its material accounting policy information rather than
significant accounting policies. The amendments, amongst others, also include examples of circumstances
in which an entity is likely to consider an accounting policy information to be material to its financial
statements.
114 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 115
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Unless otherwise stated, the following material accounting policy information have been applied consistently to 3.4 Property, plant and equipment
all the financial years presented in the financial statements of the Group and of the Company.
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated
3.1 Basis of consolidation impairment losses.
(a) Subsidiaries and business combination All property, plant and equipment are depreciated on straight-line basis by allocating their depreciable
amounts over their remaining useful lives.
The subsidiaries are accounted for using merger method of accounting.
The principal annual rates used for this purpose are:
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 and Leasehold building 2%
Freehold buildings 2%
parties both before and after the business combination, and that control is not transitory. Under
Office equipment, furniture and fittings 10%
the merger method of accounting, the results of subsidiaries are presented as if the business
Computers 20% - 40%
combination had been affected throughout the current and previous financial years. The assets and Renovation 10%
liabilities combined are accounted for based on the carrying amounts from the perspective of the Motor vehicles 20%
common control shareholder at the date of transfer. On consolidation, the difference between costs
of acquisition over the nominal value of share capital of the subsidiaries is taken to merger reserve 3.5
Leases
or merger deficit.
Lessee accounting
3.2 Separate financial statements
The Group presents right-of-use assets and lease liabilities as separate lines in the statements of financial
In the Company’s statement of financial position, investments in subsidiaries are measured at cost less any position.
accumulated impairment losses.
Short-term leases and leases of low value assets
3.3 Financial instruments
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases
Financial assets – subsequent measurement and gain and losses (defined as leases with a lease term of 12 months or less) and leases of low value assets. Accordingly, the
Group recognises the lease payments as an operating expense on a straight-line basis over the term of the
Financial assets at fair value through profit or loss lease.
The Group and the Company subsequently measure these assets at fair value. Net gains and losses, Right-of-use assets
including income are recognised in profit or loss.
The right-of-use assets are measured at cost less accumulated depreciation and any accumulated
Debt instruments at amortised cost impairment losses, and adjust for any remeasurement of the lease liabilities. The right-of-use assets are
depreciated using straight-line method from the commencement date to the earlier of the end of the useful
The Group and the Company subsequently measure these assets at amortised cost under the effective life of the right-of-use asset or the end of the lease term.
interest method. The gross carrying amount is reduced by impairment losses. Interest income, foreign
exchange gain and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition Lease liabilities
is recognised in profit or loss.
The lease liabilities are initially measured at the present value of the lease payments that are not paid at
Financial liabilities – subsequent measurement and gain and losses the commencement date, discounted by using the incremental borrowing rate.
The Group and the Company subsequently measure all financial liabilities at amortised cost under the The Group has elected not to separate non-lease components and account for the lease and non-lease
effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit components as a single lease component.
or loss. Any gain or loss on derecognition is also recognised in profit or loss.
116 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 117
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D) 3. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Intangible assets that are developed by the Group, which have finite useful lives, are measured at cost less In the previous financial years, the Group has applied the practical expedient to recognise the incremental
any accumulated amortisation and any accumulated impairment losses. costs of obtaining contracts as an expense when incurred if the armortisation periods of the asset that the
Group otherwise would have recognised are one year or less.
The amortisation methods used and the estimated useful lives are as follows:
Method Useful lives (years) 4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The Group sells a range of software products to customers. The areas involving a higher degree of judgement or complexity that have the most significant effect on
the Group’s financial statements, or areas where assumptions and estimates that have a significant risk
Revenue from on-premise software products are recognised at a point in time when control of of resulting in a material adjustment to the Group’s financial statements within the next financial year are
the products has been transferred, being when the customers accept to the delivery of the goods. disclosed as follow:
Revenue is recognised based on the price specified in the contract, net of volume discounts.
Revenue from trading of software activities
Revenue from cloud-native software is recognised overtime as the customer receives and uses the
benefits simultaneously. This is determined based on time elapsed.
Significant judgement is required to be made by the Group, in particular with regards to determining the
transaction price and the satisfaction of performance obligation. The revenue recognised is affected by the
Sales are made with credit terms of 7 to 30 days and no element of financing is present. A receivable
effects of variable consideration and the consideration payable to customer included in transaction price.
is recognised when the customer accepts the delivery of the goods as the consideration is
unconditional other than the passage of time before the payment is due.
The carrying amounts of the Group’s contract assets, contract costs and contract liabilities are disclosed
(b) Rendering of services in Notes 11 and 12.
Revenue from a contract provide services is recognised over time as the services are rendered
because the customer services and uses the benefits simultaneously. This is determined based on
the time elapsed (output method).
Sales are made with credit term of 7 to 30 days and no element of financing is present. A receivable
is recognised when the customer accepts the delivery of the goods as the consideration is
unconditional other than passage of time before the payment is due.
Office
equipment,
Leasehold Freehold furniture Motor
building buildings and fittings Computers Renovation vehicles Total
Note RM RM RM RM RM RM RM
Group
2023
Cost
At 1 January 2023 680,000 9,689,500 1,230,345 505,133 1,375,047 1,920,601 15,400,626
Additions - 1,500,925 528,905 510,948 276,739 1,289,459 4,106,976
Disposal - - - - - (925,596) (925,596)
Exchange differences - - 2,239 899 2,081 - 5,219
AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023
Accumulated depreciation
At 1 January 2023 95,200 243,536 601,387 382,764 557,453 1,855,593 3,735,933
Depreciation charge for the
financial year 25 13,600 206,298 163,281 143,403 156,503 151,887 834,972
Disposal - - - - - (925,592) (925,592)
Exchange differences - - 1,172 873 1,120 - 3,165
Carrying amount
At 31 December 2023 571,200 10,740,591 995,649 489,940 938,791 1,202,576 14,938,747
Notes to the Financial Statements (Cont’d)
Office
equipment,
Leasehold Freehold furniture Motor
building buildings and fittings Computers Renovation vehicles Total
Note RM RM RM RM RM RM RM
Group
2022
Cost
At 1 January 2022 680,000 8,139,500 1,164,520 524,546 1,029,404 1,920,601 13,458,571
Additions - 1,550,000 197,926 112,631 452,582 - 2,313,139
Written off - - (119,226) (130,952) (99,768) - (349,946)
Disposal of a subsidiary 8(c) - - (15,729) (1,946) (9,584) - (27,259)
Exchange differences - - 2,854 854 2,413 - 6,121
Accumulated depreciation
At 1 January 2022 81,600 67,830 611,392 431,340 557,063 1,735,369 3,484,594
Depreciation charge for the
financial year 25 13,600 175,706 110,898 83,478 102,022 120,224 605,928
Written off - - (116,935) (130,841) (99,670) - (347,446)
Disposal of a subsidiary 8(c) - - (5,025) (1,946) (2,877) - (9,848)
Exchange differences - - 1,057 733 915 - 2,705
Carrying amount
At 31 December 2022 584,800 9,445,964 628,958 122,369 817,594 65,008 11,664,693
Notes to the Financial Statements (Cont’d)
FINANCIAL STATEMENTS | ANNUAL REPORT 2023
119
120 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 121
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
(a) Leasehold building has remaining lease term of 74 years (2022: 75 years). Development
costs
Note RM
(b) In the previous financial year, freehold buildings with total carrying amount of RM7,908,880 has been
pledged as security to secure term loans of the Group as disclosed in Noted 18. Group
Cost
At 1 January 2022 1,219,400
6.
RIGHT-OF-USE ASSET Additions
- developed internally 603,310
Building
At 31 December 2022 1,822,710
Note RM
Additions
- acquired separately 100,000
Group
- developed internally 44,530
At 1 January 2022 67,551
Derecognition (67,551) At 31 December 2023 1,967,240
At 31 December 2022 -
Accumulated amortisation
Addition 145,712
At 1 January 2022 29,061
At 31 December 2023 145,712 Amortisation charge for the financial year 25 87,183
(b) Amortisation
The Group leases building for their office space with lease term of 2 years.
The amortisation of development costs of the Group amounting to RM178,429 (2022: RM87,183) are included
in cost of sales.
122 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 123
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Company
(a) Incorporation of new subsidiaries
2023 2022
RM RM
2023
Unquoted shares, at cost 8,013,009 8,013,009
(i) On 6 October 2023, a wholly-owned subsidiary of the Company, Auto Count Sdn. Bhd. incorporated
a wholly-owned subsidiary, namely Autocount (Thailand) Co., Ltd. with an issued and paid-up share
The details of the subsidiaries are as follows:
capital of 600,000 ordinary shares in THB 3,000,000 (equivalent to approximately RM382,830).
Principal place Effective
of business/ Equity Interest (ii) On 4 December 2023, a wholly-owned subsidiary of the Company, Auto Count Sdn. Bhd. incorporated
Country of 2023 2022 a wholly-owned subsidiary, namely Autocount (Philippines) Inc. with an issued and paid-up share
Name of the company incorporation % % Principal activities capital of 11,400,000 ordinary shares in PHP 11,400,000 (equivalent to approximately RM960,917).
^ Audited by an independent member firm of Baker Tilly International, other than Baker Tilly Monteiro Heng PLT.
* Consolidated using unaudited management financial statements, auditors’ report is not available.
124 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 125
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
(i) Acquisition of Autocount On The Go Sdn. Bhd. and Autocount Software Sdn. Bhd. (Cont’d) On 12 May 2022, an indirect wholly-owned subsidiary, Autocount (S) Pte. Ltd. disposed its wholly-owned
subsidiary, Autocount (Myanmar) Co. Ltd. (“AMCL”) to a third party for a total consideration of USD50,000.
Effects of acquisition on cash flows of the Group: The said disposal was completed on 12 May 2022.
(ii) Acquisition of Auto Count Sdn. Bhd. Gain on disposal of AMCL 307,945
On 9 May 2022, the Company entered into a conditional share sale agreement to acquire the entire Effect of disposals on cash flows of the Group:
issued share capital of Auto Count Sdn. Bhd. comprising 515,000 ordinary shares for a total purchase
AMCL
consideration of RM8,007,509 which was wholly satisfied by the issuance of: RM
• 456,914,898 new ordinary shares of the Company at a price of RM0.0175 per share; and Cash consideration transferred 216,422
• 100 new ordinary shares of the Company at a price of RM114.98 per ordinary share Less: Cash and cash equivalents of subsidiary disposed (11,341)
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Deferred tax relates to the following: Deferred tax relates to the following: (Cont’d)
Recognised Recognised
in profit in profit
As at or loss Exchange As at As at or loss Exchange As at
1.1.2023 (Note 27) differences 31.12.2023 1.1.2022 (Note 27) differences 31.12.2022
RM RM RM RM RM RM RM RM
Group Company
Deferred tax assets: Deferred tax liabilities:
Contract liabilities 804,382 1,124,073 - 1,928,455 Interest receivable - (65,108) - (65,108)
Provision - 134,016 - 134,016
Lease liability - 17,394 407 17,801
Presenting after appropriate offsetting as follows:
804,382 1,275,483 407 2,080,272
Group Company
Deferred tax liabilities: 2023 2022 2023 2022
Property, plant and equipment (71,210) (287,339) (375) (358,924) RM RM RM RM
Right-of-use asset - (17,146) (401) (17,547)
Contract costs (32,654) 32,654 - - Deferred tax assets 1,612,708 706,742 - -
Contract assets - (96,819) - (96,819) Deferred tax liabilities (70,834) (6,224) (65,108) -
Interest receivable - (65,108) - (65,108)
1,541,874 700,518 (65,108) -
(103,864) (433,758) (776) (538,398)
Deferred tax asset has not been recognised in respect of the following item (stated at gross):
Recognised
in profit Group
As at or loss Exchange As at 2023 2022
1.1.2022 (Note 27) differences 31.12.2022 RM RM
RM RM RM RM
Unused tax losses 254,272 333,511
Group
Deferred tax assets:
The availability of unused tax losses for offsetting against future taxable profits of the respective subsidiaries in
Contract liabilities 732,593 71,789 - 804,382
Lease liability 1,716 (1,716) - - Malaysia are subject to requirements under the Income Tax Act, 1967 and guidelines issued by the tax authority.
734,309 70,073 - 804,382 The unused tax losses are available for offset against future taxable profits of the Group up to the following
financial year:
Deferred tax liabilities:
Property, plant and equipment (79,108) 8,297 (399) (71,210) Group
Right-of-use asset (1,616) 1,616 - - 2023 2022
Contract assets (28,754) (3,900) - (32,654) RM RM
(109,478) 6,013 (399) (103,864)
2028 254,272 333,511
624,831 76,086 (399) 700,518
128 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 129
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
10.
TRADE AND OTHER RECEIVABLES 11. CONTRACT ASSETS/(LIABILITIES) (CONT’D)
Group
Exchange differences - (147,165) - -
2023 2022
RM RM
The amortisation of contract costs of the Group was RM825,277 (2022: RM Nil).
130 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 131
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
13.
SHORT-TERM INVESTMENTS 15. SHARE CAPITAL
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
Group Company entitled to one vote per share at meeting of the Company. All ordinary shares rank equally with regards to
2023 2022 2023 2022 the Company’s residual assets.
RM RM RM RM
(b) Invested Equity
Short-term deposits 22,609,025 15,546,903 20,000,000 -
Less: Short-term deposits with maturities of Number of
more than three months (20,000,000) (1,800,000) (20,000,000) - shares Amount
2022 2022
2,609,025 13,746,903 - -
Unit RM
Cash and bank balances 8,800,346 7,061,785 119,203 2
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
(b) Invested Equity (Cont’d) The exchange reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations whose functional currencies are different from that of the Group’s presentation
2023 currency as well as the foreign currency differences arising from monetary items which form part of the Group’s
net investment in foreign operations, where the monetary item is denominated in either the functional currency of
On 14 April 2023, the Company issued its Prospectus in relation to the Initial Public Offering comprising the reporting entity or the foreign operation or another currency.
the public issue of 93,585,000 new ordinary shares of the Company at an Initial Public Offering price of
RM0.33 per share, representing 25% of the enlarged issued share capital, to be allocated and allotted in
the following manner: 17. MERGER DEFICIT
(a) Public issue of 93,585,000 new ordinary shares in the Company (“shares”) in the following manner: Group
2023 2022
(i) 27,525,000 new shares available for application by the Malaysia public;
RM RM
(ii) 11,010,000 new shares available for application by our eligible employees and persons who
have contributed to the success of the Group and of the Company and At 1 January 7,506,009 -
(iii) 55,050,000 new shares available by way of placement to selected investors, and Effect of acquisition of subsidiaries - 7,506,009
2022 The merger deficit arose from the differences between the carrying value of the investment and the nominal value
of the shares of the subsidiaries upon consolidation under the merger accounting principle.
In the previous financial period, the Company:
(i) issued 456,914,898 new ordinary shares at a price of RM0.0175 per ordinary for the acquisition of 18. TERM LOANS
100% equity interest in Auto Count Sdn. Bhd. pursuant to conditional share sale agreements dated
Group
9 May 2022; and
2023 2022
RM RM
(ii) issued 100 new ordinary shares at a price of RM114.98 per ordinary share for the acquisition of
equity interest in Auto Count Sdn. Bhd. pursuant to conditional share sale agreements dated 9 May Non-current:
2022. Term loans - 4,510,219
The allotment of new ordinary share was completed on 20 June 2022. Current:
Term loans - 465,423
The new ordinary shares issued during the year ranked pari passu in all respects with the existing ordinary - 4,975,642
shares of the Company.
In the previous financial year, term loans of the Group bore interest at a rate of 4.27% per annum and was
repayable by monthly instalments of RM55,503 over 120 months commencing from the day of first drawdown
and is secured and supported as follows:
The term loans have been fully settled during the financial year.
134 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 135
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Non-current: Non-trade
Lease liability 31,566 - Other payables 3,736,030 1,955,685 - -
Amount owing to a subsidiary (a) - - - 359,029
Current: Accruals 2,953,860 2,480,765 45,987 6,150
Lease liability 73,136 - Sales and services tax payable 699,917 256,751 - -
The incremental borrowing rate applied to lease liabilities was 5% (2022: Nil). (a) Amount owing to a subsidiary was unsecured, non-interest bearing, repayable upon demand and was
expected to be settled in cash.
Future minimum lease payments together with the present value of net minimum lease payments are as follow:
For explanation on the Group’s and the Company’s liquidity risk management processes, refer to Note 30(b)(ii).
Group
2023 2022
RM RM
21. REVENUE
Minimum lease payment:
Group Company
- Not later than one year 76,392 -
25.2.2022
- Later than one year and not later than five years 31,830 -
(Date of
108,222 - 1.1.2023 to 1.1.2022 to 1.1.2023 to incorporation)
Less: 31.12.2023 31.12.2022 31.12.2023 to 31.12.2022
- Future finance charges (3,520) - RM RM RM RM
Present value of minimum lease payments 104,702 - Revenue from contract with customers:
Sale of goods 36,842,229 34,553,575 - -
Present value of minimum lease payments: Services rendered 4,649,032 4,163,209 - -
- Not later than one year 73,136 -
- Later than one year and not later than five years 31,566 - 41,491,261 38,716,784 - -
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Group
(a) Disaggregation of revenue
1.1.2023 to 1.1.2022 to
31.12.2023 31.12.2022
For the purpose of disclosure of disaggregation of revenue, it disaggregates revenue into major goods or RM RM
services and timing of revenue recognition (i.e. goods or services transferred at a point in time or over
time). Fair value gain on short-term investments 41,606 -
Gain on disposal of a subsidiary - 307,945
Group Gain on disposal of short-term investments 28,510 -
1.1.2023 to 1.1.2022 to Gain on disposal of property, plant and equipment 167,196 -
31.12.2023 31.12.2022 Grant income 101,976 79,890
(12 months) (12 months) Government subsidy 6,795 11,693
RM RM Net foreign exchange gain:
- realised 539,034 29,247
Software activities - unrealised - 364,187
Major goods or services: Others 146,093 25,506
Software 35,806,406 33,511,634
Other related products 1,035,823 1,041,941 1,031,210 818,468
Training 748,772 566,722
Support and maintenance 3,900,260 3,596,487
Group Company
Timing of revenue recognition:
25.2.2022
At a point in time 31,687,402 31,120,965
(Date of
Over time 9,803,859 7,595,819
1.1.2023 to 1.1.2022 to 1.1.2023 to incorporation)
41,491,261 38,716,784 31.12.2023 31.12.2022 31.12.2023 to 31.12.2022
RM RM RM RM
(b) Transaction price allocated to the remaining performance obligation Interest income from cash and short-term
deposits 999,920 150,217 588,562 -
As of 31 December 2023, the aggregate amount of the transaction price allocated to the remaining Income from short-term investments 116,447 - 85,308 -
performance obligation is RM8,728,986 (2022: RM4,588,414) and the Group will recognise this revenue as
1,116,367 150,217 673,870 -
the services are performed, which is expected to occur over the next three years (2022: three years).
Group
1.1.2023 to 1.1.2022 to
31.12.2023 31.12.2022
RM RM
190,270 189,050
138 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 139
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Other than disclosed elsewhere in the financial statements, the following items have been charged in arriving at Group Company
25.2.2022
profit/(loss) before tax:
(Date of
1.1.2023 to 1.1.2022 to 1.1.2023 to incorporation)
Group Company
31.12.2023 31.12.2022 31.12.2023 to 31.12.2022
25.2.2022
RM RM RM RM
(Date of
1.1.2023 to 1.1.2022 to 1.1.2023 to incorporation)
31.12.2023 31.12.2022 31.12.2023 to 31.12.2022 Directors' fee 115,500 - 115,500 -
Note RM RM RM RM Salaries, bonus and wages 12,629,734 10,631,145 - -
Defined contribution plans 1,468,017 1,228,075 - -
Other staff related benefits 804,042 866,628 10,000 -
Amortisation of intangible assets 7 178,429 87,183 - -
Benefits-in-kind 106,175 92,150 - -
Auditors' remuneration
- statutory audit: 15,123,468 12,817,998 125,500 -
- Baker Tilly Monteiro Heng PLT 168,000 95,800 69,000 4,000
- Member firms of Baker Tilly Included in employee benefits expense are:
International 28,893 19,174 - -
Group Company
- other services:
25.2.2022
- Baker Tilly Monteiro Heng PLT 57,000 185,000 57,000 185,000 (Date of
- Member firms of Baker Tilly 1.1.2023 to 1.1.2022 to 1.1.2023 to incorporation)
International 28,100 47,200 17,600 36,700 31.12.2023 31.12.2022 31.12.2023 to 31.12.2022
RM RM RM RM
Deposit written off 21,490 - - -
Depreciation on property, plant and
Directors of the Company:
equipment 5 834,972 605,928 - -
Executive directors
Depreciation on right-of-use asset 6 41,528 6,735 - - - Salaries, bonus and wages 1,495,400 1,492,866 - -
Employee benefits expense 26 15,123,468 12,817,998 125,500 - - Defined contribution plans 139,474 150,000 - -
Expense relating to short-term lease 21,920 75,640 - - - Other emoluments 17,273 16,004 4,000 -
Expense relating to lease of low value - Benefits-in-kind 48,550 48,550 - -
assets 7,073 9,018 - -
1,700,697 1,707,420 4,000 -
Net unrealised foreign exchange loss 133,804 - - -
Property, plant, and equipment Non-executive directors
written off - 2,500 - - - Fees 115,500 - 115,500 -
- Other emoluments 6,000 - 6,000 -
121,500 - 121,500 -
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
27.
INCOME TAX EXPENSE 27.
INCOME TAX EXPENSE (CONT’D)
The major components of income tax expense for the financial years ended 31 December 2023 and 31 December The reconciliations from the tax amount at the statutory income tax rate to the Group’s and Company’s tax expenses
2022 are as follows: are as follows:
Statements of comprehensive income Profit/(Loss) before tax 17,273,352 18,292,656 15,486,396 (359,679)
Current income tax:
Taxation in Malaysia: Tax at Malaysian statutory income tax rate of
- Current income tax charge 4,874,366 4,283,494 75,759 - 24% 4,145,604 4,390,237 3,716,735 (86,323)
- Adjustment in respect of prior years 82,929 (20,581) - - Different tax rate in other country (148,392) (87,518) - -
Adjustments:
4,957,295 4,262,913 75,759 - Income not subject to tax (329,672) (115,741) (3,862,874) -
Non-deductible expenses 692,135 227,584 287,006 86,323
Taxation outside Malaysia: Adjustment in respect of
- Current income tax charge 168,824 127,153 - - prior years
- Adjustment in respect of prior years 5,983 56,086 - - - current income tax 88,912 35,505 - -
174,807 183,239 - - - deferred tax (79,962) (835) - -
Partial tax exemption (59,231) (55,683) - -
5,132,102 4,446,152 75,759 - Utilisation of deferred tax asset not
recognised in prior financial years (19,017) (23,483) - -
Deferred tax (Note 9):
Income tax expense 4,290,377 4,370,066 140,867 -
- Origination of temporary differences (761,763) (75,251) 65,108 -
- Adjustment in respect of prior years (79,962) (835) - -
Domestic income tax is calculated at the Malaysian statutory income tax rate of 24% (2022: 24%) of the estimated
assessable profit for the financial year.
Tax expense for other jurisdiction is calculated at the rate prevailing in the jurisdiction.
142 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 143
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
Basic earnings per ordinary share are based on the profit for the financial year attributable to ordinary shareholders The following table analyses the financial instruments in the statements of financial position by the classes
of the Company and the weighted average number of ordinary shares outstanding during the financial year, of financial instruments to which they are assigned:
calculated as follows:
(i) Amortised cost
Group (ii) Fair value through profit or loss (”FVPL”)
1.1.2023 to 1.1.2022 to
31.12.2023 31.12.2022 Carrying Amortised
amount cost FVPL
Profit attributable to ordinary shareholders of the Company (RM) 12,982,975 13,922,590 RM RM RM
Weighted average number of ordinary shares for basic earnings per share Group
(unit) 517,681,151 287,414,275 2023
Financial assets
Basic earnings per share attributable to the ordinary shareholders of the Trade and other receivables, excluding prepayments
Company (sen) 2.51 4.84 and advance payment to suppliers 3,651,104 3,651,104 -
Short-term investments 16,475,526 - 16,475,526
Cash and short-term deposits 31,409,371 31,409,371 -
Diluted earnings per share
51,536,001 35,060,475 16,475,526
The diluted earnings per share of the Group for the financial years ended 31 December 2023 and 31 December
2022 is same as the basic earnings per share of the Group as the Company has no dilutive potential ordinary Financial liabilities
shares. Lease liability 104,702 104,702 -
Other payables, excluding sales and services tax
payable 6,689,890 6,689,890 -
2023 2022
RM Financial assets
Trade and other receivables, excluding prepayments
Recognised during the financial year: and advance payment to suppliers 320,153 320,153 -
Dividend on ordinary shares: Cash and short-term deposits 22,608,688 22,608,688 -
Single tier interim dividend of RM0.02 per ordinary share in respect of the the financial year
22,928,841 22,928,841 -
ended 31 December 2023 11,010,000
Financial liabilities
Term loans 4,975,642 4,975,642 -
Other payables, excluding sales and services tax
payable 4,436,450 4,436,450 -
9,412,092 9,412,092 -
144 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 145
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
30.
FINANCIAL INSTRUMENTS (CONT’D) 30.
FINANCIAL INSTRUMENTS (CONT’D)
(a) Categories of financial instruments (Cont’d) (b) Financial risk management (Cont’d)
29,237,309 20,431,750 8,805,559 At each reporting date, the Group and the Company assess whether financial assets carried at
amortised cost is credit-impaired. A financial asset is credit-impaired when one or more events that
Financial liability have a detrimental impact on the estimated future cash flows of that financial asset have occurred.
Other payables 45,987 45,987 -
Evidence that a financial asset is credit-impaired include observable data about the following events:
2022
• significant financial difficulty of the counterparty;
Financial asset
Cash and short-term deposits 2 2 - • a breach of contract, including a default event;
• a concession or restructuring of loans granted by the lender of the counterparty relating to
Financial liability the counterparty’s financial difficulty; or
Other payables 365,179 365,179 - • it is becoming probable that the counterparty will enter bankruptcy or other financial
reorganisation.
(b) Financial risk management
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent
The Group’s and the Company’s activities are exposed to a variety of financial risks arising from their that there is no realistic prospect of recovery. This is generally the case when the Group and the
operations and the use of financial instruments. The key financial risks include credit risk, liquidity Company determine that the debtor does not have assets or source of income that could generate
risk, interest rate risk and foreign currency risk. The Group’s and the Company’s overall financial risk sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that
management objective is to optimise value for their shareholders. The Group and the Company do not trade are written off could still be subject to enforcement activities in order to comply with the Group’s and
in financial instruments. the Company’s procedure for recovery of amounts due.
The Board of Directors review and agree to policies and procedures for the management of these risks,
which are executed by the Group’s and the Company’s senior management.
Credit risk is the risk of financial loss to the Group and the Company that may arise on outstanding
financial instruments should a counterparty default on its obligations. The Group’s and the Company
is exposed to credit risk arises from its operating activities (primarily from trade receivables,
including deposits with banks and financial institutions and foreign exchange transactions). The
Group and the Company have a credit policy in place and the exposure to credit risk is managed
through the application of credit approvals, credit limits and monitoring procedures.
146 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 147
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
30.
FINANCIAL INSTRUMENTS (CONT’D)
Total
RM
3,017,909
218,603
(b) Financial risk management (Cont’d)
91 to 120
days
past due
RM
6,500
Trade receivables and contract assets
As at the reporting date, the maximum exposure to credit risk arising from trade receivables and
The information about the credit risk exposure on the Group’s trade receivables and contract assets are as follows:
contract assets is represented by their carrying amounts in the statements of financial position.
61 to 90
days
past due
RM
-
Trade receivables
The carrying amount of trade receivables and contract assets are not secured by any collateral or
supported by any other credit enhancements. In determining the recoverability of these receivables,
the Group considers any change in the credit quality of the receivables from the date the credit was
31 to 60
days
past due
RM
28,681
46,452
initially granted up to the reporting date. The Group has adopted a policy of dealing with creditworthy
counterparties as a means of mitigating the risk of financial loss from defaults.
1 to 30
days
past due
RM
29,750
30,320
In the previous financial year, the Group has significant concentration of credit risk that many arise
from exposure of two major customers who accounted for 38% of total trade receivables.
Current
RM
2,959,478
135,331
The Group applies the simplified approach to providing for impairment losses prescribed by MFRS 9
Financial Instruments, which permits the use of the lifetime expected credit losses provision for all
trade receivables and contract assets. To measure the impairment losses, trade receivables have
been grouped based on shared credit risk characteristics and the days past due. The impairment
losses also incorporate forward looking information. Forward-looking information considered
Contract
assets
RM
136,060
includes consideration of various external sources of actual and forecast economic information that
relate to the Group’s core operations. There is no impairment loss recognised during the financial
year.
At 31 December 2023
At 31 December 2022
(i) Credit risk (Cont’d)
Group
30.
148 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 149
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
30.
FINANCIAL INSTRUMENTS (CONT’D) 30.
FINANCIAL INSTRUMENTS (CONT’D)
(b) Financial risk management (Cont’d) (b) Financial risk management (Cont’d)
Other receivables and other financial assets Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations when they fall due. The Group’s and the Company’s exposure to liquidity risk arise
For other receivables and other financial assets (including investment securities, short-term primarily from mismatches of the maturities between financial assets and liabilities. The Group’s
funds, cash and short-term deposits), the Group and the Company minimise credit risk by dealing and the Company’s exposure to liquidity risk arise principally from other payables, term loans and
exclusively with high credit rating counterparties. At the reporting date, the Group’s and the lease liability.
Company’s maximum exposure to credit risk arising from other financial assets is represented
by the carrying amount of each class of financial assets recognised in the statements of financial The Group’s and the Company’s objective is to maintain a balance between continuity of funding
position. and flexibility. The Group and the Company maintain sufficient liquidity and available funds to meet
daily cash needs, while maintaining controls and security over cash movements. The Group and the
The Group and the Company consider the probability of default upon initial recognition of asset and Company use a series of processes to obtain maximum benefits from its flow of funds, such that
whether there has been a significant increase in credit risk on an ongoing basis throughout each they are efficiently managed to maximise income from investment and minimise cost on borrowed
reporting period. To assess whether there is a significant increase in credit risk the Group and the funds. The Group’s and the Company’s finance department also ensure that there are sufficient
Company compare the risk of a default occurring on the asset as at the reporting date with the unutilised stand-by facilities, funding and liquid assets available to meet both short-term and long-
risk of default as at the date of initial recognition. It considers available reasonable and supportive term funding requirements.
forward-looking information.
Maturity analysis
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part
of the internal rating model. The maturity analysis of the Group’s and the Company’s financial liabilities by their relevant maturity
at the reporting date are based on contractual undiscounted repayment obligation as follows:
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more
than the credit term in making a contractual payment. Contractual cash flows
On
demand Between
Some intercompany balances between entities within the Group comprise loans or advances which
Carrying or within one and More than
are repayable on demand. The Company regularly monitors the financial performance and position amount one year five years five years Total
of these entities on an individual basis. When these entities’ financial perfomance and position RM RM RM RM RM
deteriorates significantly, the Company assumes that there is a significant increase in credit risk,
and thereby a lifetime expected credit loss assessment is necessary. As the Company is able to Group
determine the timing of repayment of the loans or advances, the Company will consider the loans 2023
Lease liability 104,702 76,392 31,830 - 108,222
or advances to be in default when these entities are unable to pay based on the expected manner of
Other payables 6,689,890 6,689,890 - - 6,689,890
recovery and recovery period. The Company determines the probability of default for these loans or
advances using internally available information. The Company considers the loans or advances to 6,794,592 6,766,282 31,830 - 6,798,112
be credit-impaired when the entities are unlikely to repay their debts.
2022
Term loans 4,975,642 672,912 2,691,648 2,598,985 5,963,545
As at the end of the reporting date, the Group and the Company consider the other receivables and
Other payables 4,436,450 4,436,450 - - 4,436,450
other financial assets as low credit risk and any loss allowance would be negligible.
9,412,092 5,109,362 2,691,648 2,598,985 10,399,995
150 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 151
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
30.
FINANCIAL INSTRUMENTS (CONT’D) 30.
FINANCIAL INSTRUMENTS (CONT’D)
(b) Financial risk management (Cont’d) (b) Financial risk management (Cont’d)
Maturity analysis (Cont’d) Foreign currency risk is the risk of fluctuation in fair value or future cash flows of a financial
instrument as a result of changes in foreign exchange rates. The Group’s exposure to the risk of
The maturity analysis of the Group’s and the Company’s financial liabilities by their relevant maturity changes in foreign exchange rates relates primarily to the Group’s operating activities (when sales
at the reporting date are based on contractual undiscounted repayment obligation as follows: is denominated in a foreign currency) and the Group’s net investments in foreign subsidiaries.
(Cont’d)
Management has set up a policy that requires all companies within the Group to manage its treasury
Contractual cash flows activities and exposures. The Group takes advantage of any natural effects of its foreign currencies
On
revenues and expenses by maintaining current accounts in foreign currencies.
demand Between
Carrying or within one and More than
amount one year five years five years Total The Group’s unhedged financial assets and financial liabilities that are not denominated in their
RM RM RM RM RM functional currencies are as follow:
(iii)
Interest rate risk 365,264 282,295
Singapore Dollar
Interest rate risk is the risk of fluctuation in fair value or future cash flows of the Group’s and the
Cash and bank balances 3,071,760 329,666
Company’s financial instruments as a result of changes in market interest rates. The Group’s and
Short-term deposits 2,609,025 9,845,700
the Company’s exposure to interest rate risk arises primarily from its borrowings with floating
interest rates. 5,680,785 10,175,366
Effect on
profit for the
Change in financial Effect on
basis point year equity
RM RM
Group
2022 + 50 (18,907) (18,907)
- 50 18,907 18,907
152 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 153
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
30.
FINANCIAL INSTRUMENTS (CONT’D)
The fair value of term loans was determined using the discounted cash flows method based on discount rates that reflects the issuer’s borrowing rate
Total
RM
5,963,545
(b) Financial risk management (Cont’d)
Level 3
RM
5,963,545
Sensitivity analysis for foreign currency risk
Fair value
The Group’s principal foreign currency exposure relates mainly to United States Dollar (“USD”),
Level 2
RM
-
Singapore Dollar (“SGD “) and Brunei Dollar (“BND”).
The following table demonstrates the sensitivity to a reasonably possible change in the USD, SGD
and BND, with all other variables held constant on the Group’s total equity and profit for the financial
Level 1
RM
-
year.
The following table provides the fair value measurement hierarchy of the Group’s financial instruments:
Effect on
profit for the
Total
RM
16,475,526
8,805,559
-
Change in financial Effect on
basis point year equity
% RM RM
Level 3
RM
-
Group
Fair value
-5% (13,880) (10,727)
- SGD +5% 215,870 386,664
Level 2
RM
-
-5% (215,870) (386,664)
31 December 2022
Level 1
RM
16,475,526
8,805,559
-
-5% (10,727) (10,727)
- SGD +5% 386,664 386,664
-5% (386,664) (386,664)
- BND 5% (2,089) (2,089)
-5% 2,089 2,089
Carrying
amount
Total
RM
16,475,526
8,805,559
4,975,642
Short-term investments
Short-term investments
term loans reasonably approximate to their fair values due to the relatively short-term nature of these
financial instruments.
Financial liability
Financial asset
There have been no material transfers between Level 1 and Level 2 during the financial year (2022: no
Term loans
Company
transfer in either direction).
Group
Group
2023
2022
30.
154 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 155
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
(a) Identification of related parties Operating segments are reported in a manner consistent with the internal reporting provided to the Executive
Directors for resource allocation and performance assessment. Segment information is not presented as there is
Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, only one reportable segment based on the information reviewed by the Executive Directors.
to control the party or exercise significant influence over the party in making financial and operational
decisions, or vice versa, or where the Company and the party are subject to common control significant Geographical information
influence. Related parties may be individuals or other entities.
Revenue information is based on geographical location of customers and non-current assets information are
Related parties of the Group include: based on the geographical location of the assets.
(i) Subsidiaries; and
(ii) Key management personnel of the Group which comprise persons (including directors) have Non-current
Revenue assets
authority and responsibility for planning, directing, controlling the activities directly or indirectly.
RM RM
Non-current
Received or receivable from a
subsidiary Revenue assets
Dividend income - - 16,010,000 - RM RM
31 December 2022
Significant outstanding balances with related parties at the end of the reporting period are as disclosed in Group
Notes 10 and 20. Malaysia 31,224,230 13,334,520
Singapore 7,245,547 36,639
Others 247,007 -
(c) Compensation of key management personnel
38,716,784 13,371,159
Group Company
2023 2022 2023 2022
RM RM RM RM Information about major customers
- Director fees 115,500 - 115,500 - There is no single customer with revenue equal or more than 10% of the Group’s total revenue during the financial
- Salaries, bonus and wages 2,270,116 2,235,292 - - year ended 31 December 2023 and 31 December 2022.
- Defined contribution plans 234,521 239,129 - -
- Other staff related benefits 26,750 19,010 10,000 -
- Benefits-in-kind 106,175 92,150 - -
Notes to the Financial Statements (Cont’d) Notes to the Financial Statements (Cont’d)
33.
CAPITAL MANAGEMENT 34.
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
The Group and the Company manage their capital to ensure that they will be able to maintain an optimal capital Listing on ACE Market of Bursa Malaysia Securities Berhad
structure so as to support its business and maximise shareholders’ value. To achieve this objective, the Group and
the Company may make adjustments to the capital structure in view of changes in economic conditions, such as On 14 April 2023, the Company issued its the Prospectus in relation to the Initial Public Offering (“IPO”) comprising
adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares. the public issue of 93,585,000 new ordinary shares of the Company at an IPO price of RM0.33 per share, representing
25% of the enlarged issued share capital, to be allocated and allotted in the following manner:
The Group and the Company manage their capital based on debt-to-equity ratio. The Group’s and the Company’s
strategies were unchanged from the previous financial year. The debt-to-equity ratio is calculated as net debt (a) Public issue of 93,585,000 new ordinary shares in the Company (“shares”) in the following manner:
divided by total equity. Net debt is calculated as term loans plus lease liability and other payables less short-term (i) 27,525,000 new shares available for application by the Malaysia public;
investments and cash and short-term deposits. (ii) 11,010,000 new shares available for application by our eligible employees and persons who have
contributed to the success of the Company and its subsidiaries (“Group”); and
The debt-to-equity ratio of Group and the Company as at the end of the reporting year are as follows: (iii) 55,050,000 new shares available by way of placement to selected investors
Group Company (b) Offer for sale of 44,040,000 existing shares by way of private placement to selected investors.
2023 2022 2023 2022
RM RM RM RM
On 9 May 2023, the Company was listed on the ACE Market of Bursa Malaysia Securities Berhad comprising public
Term loans - 4,975,642 - - issue of 93,585,000 new ordinary shares.
Lease liability 104,702 - - -
Other payables 7,389,807 4,693,201 45,987 365,179
35.
COMPARATIVE FIGURES
7,494,509 9,668,843 45,987 365,179
Less:
Short-term investments (16,475,526) - (8,805,559) - The comparative figures of the Company are stated for the financial period from 25 February 2022 (date of
Cash and short-term deposits (31,409,371) (22,608,688) (20,119,203) (2) incorporation) to 31 December 2022. Accordingly, the statements of comprehensive income, statements of changes
in equity, statements of cash flows and the related notes are not comparable to that for the current twelve (12)
Net (cash)/debts (40,390,388) (12,939,845) (28,878,775) 365,177
month financial year ended 31 December 2023.
* Not meaningful
158 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 159
Signed on behalf of the Board of Directors in accordance with resolution of the directors:
Before me,
Kuala Lumpur
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Opinion financial statements of the Group and of the Company for the current financial year. These matters were addressed in the
context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion
We have audited the financial statements of Autocount Dotcom Berhad., which comprise the statements of financial thereon, and we do not provide a separate opinion on these matters.
position as at 31 December 2023 of the Group and of the Company, and the statements of comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then
Group
ended, and notes to the financial statements, including material accounting policy information, as set out on pages 103
to 157.
Revenue recognition (Notes 4 and 21 to the financial statements)
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and
of the Company as at 31 December 2023, and of their financial performance and cash flows for the financial year then The Group’s primary source of revenue is attributed to the sale of software licenses.
ended in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia. We focused on this area because significant judgement is required to be made by the Group, in particular with regards to
determining the transaction price and the satisfaction of performance obligation. The revenue recognised is affected by
the effects of variable consideration and the consideration payable to customer included in transaction price.
Basis for Opinion
Our response:
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Our audit procedures included, among others:
Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit • reading the terms and conditions of sample contract with customers;
of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and
• understanding the composition of the revenue and its attributes, discussing the specific risk areas associated with
appropriate to provide a basis for our opinion.
revenue recognition;
• discussing with the Group on management’s control procedures in the key operating cycle and testing the controls
Independence and Other Ethical Responsibilities
over the sales and receipts cycle;
• understanding the basis in determining transaction price and satisfaction of performance obligation; and
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for • performing cut-off test related to sale.
Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards)
(“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Company
Code.
We have determined that there are no key audit matters to be communicated in our report which arise from the audit of
the financial statements of the Company.
162 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 163
Information Other than the Financial Statements and Auditors’ Report Thereon Auditors’ Responsibilities for the Audit of the Financial Statements
The directors of the Company are responsible for the other information. The other information comprises the information Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
included in the annual report, but does not include the financial statements of the Group and of the Company and our Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
auditors’ report thereon. 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 approved standards on auditing in Malaysia and International Standards on Auditing will
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
not express any form of assurance conclusion thereon. material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
statements of the Group and of the Company or our knowledge obtained in the audit, or otherwise appears to be materially we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
misstated.
• identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
are required to report that fact. We have nothing to report in this regard. 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.
Responsibilities of the Directors for the Financial Statements • 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
The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company Group’s and the Company’s internal control.
that give a true and fair view in accordance with the Malaysian Financial Reporting Standards, International Financial • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible related disclosures made by the directors.
for such internal control as the directors determine is necessary to enable the preparation of financial statements of the • conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
Group and of the Company that are free from material misstatement, whether due to fraud or error. the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s and of the Company’s ability to continue as a going concern. If we conclude that
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,
Company or to cease operations, or have no realistic alternative but to do so. future events or conditions may cause the Group and of the Company to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements of the Group and of the
The directors of the Company are responsible for overseeing the Group’s financial reporting process. Company, including the disclosures, and whether the financial statements of the Group and of the Company
represent the underlying transactions and events in a manner that achieves fair presentation.
• 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 statements of the Group. 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.
164 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS | ANNUAL REPORT 2023 165
Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d) Other Matters
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the contents of
on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. this report.
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key
audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not 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.
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we
have not acted as auditors, are disclosed in Note 8 to the financial statements.
Kuala Lumpur
Analysis of Shareholdings
Analysis of Shareholdings as at 2 April 2024
as at 2 April 2024
(Cont’d)
Issued and Paid-Up Share Capital : RM38,502,524.00 THIRTY (30) LARGEST SHAREHOLDERS AS AT 2 APRIL 2024
Number of Issued Shares : 550,500,000 ordinary shares
Class of Shares : Ordinary shares Percentage
Number of Shareholders : 2,965 No. Name of Shareholders No. of Shares (%)
Voting Rights : One (1) vote per ordinary share held 1. CHOO CHIN PENG 169,357,196 30.76
ANALYSIS BY SIZE OF SHAREHOLDINGS AS AT 2 APRIL 2024 2. CHOO YAN TIEE 163,357,196 29.67
Analysis of Shareholdings
as at 2 April 2024
List of Properties
as at 31 December 2023
(Cont’d)
THIRTY (30) LARGEST SHAREHOLDERS AS AT 2 APRIL 2024 (CONT’D) Description Approximately Audited NBV as
of Property/ Land/ Built-up Age of the Date of at 31 December
Percentage Postal address existing use area (sq ft) Buidling/Tenure acquisition 2023(RM’000)
No. Name of Shareholders No. of Shares (%) AUTO COUNT SDN. BHD.
19. LEE CHERN SIONG 2,630,060 0.48 B2-3A-01, Level Office unit Not applicable/ 7 years/ Freehold 18 December 2020 3,992
3A, Block B2 on 4th floor/ 5,993
20. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 2,439,200 0.44 Meritus @ Oasis Headquarter
PLEDGED SECURITIES ACCOUNT FOR LEOW CHOON CHANG (7010861) Corporate Park, office
No. 2, Jalan
21. HSBC NOMINEES (TEMPATAN) SDN BHD 2,347,000 0.43 PJU 1A/2, Ara
HSBC (M) TRUSTEE BHD FOR MANULIFE INVESTMENT PROGRESS FUND Damansara, 47301
(4082) Petaling Jaya
22. HSBC NOMINEES (TEMPATAN) SDN BHD 2,330,300 0.42 B2-3A-02, Level Office unit Not applicable/ 7 years/ Freehold 18 December 2020 3,754
HSBC (M) TRUSTEE BHD FOR MANULIFE INVESTMENT GROWTH FUND 3A, Block B2 on 4th floor/ 5,635
(4074) Meritus @ Oasis Headquarter
Corporate Park, office
23. EDWIN ONG BENG KOON 2,296,300 0.42 No. 2, Jalan
PJU 1A/2, Ara
24. LEE CHERN SIONG 2,000,000 0.36 Damansara, 47301
Petaling Jaya
25. UNIVERSAL TRUSTEE (MALAYSIA) BERHAD 1,700,000 0.31
KAF CORE INCOME FUND No. 39, Jalan Bayu 1 unit of 4 1,647/ 6,588 5 years/ Freehold 10 June 2022 1,506
Laut 1/KS09, Kota storey shop
26. AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD. 1,500,000 0.27 Bayuemas Klang, lot/ Branch
PLEDGED SECURITIES ACCOUNT FOR CHOO YAN TIEE (M04) 41200 Klang, office
Selangor
27. LIEW KIM SENG 1,451,000 0.26
C-G-06, Block C, Retail shop/ Not applicable/ 8 years/ Freehold 17 August 2023 1,488
Centum @ Oasis, vacant 2,713
28. MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,440,000 0.26
Pusat Korporate
PLEDGED SECURITIES ACCOUNT FOR DOH JEE MING
Oasis No. 2, Jalan
PJU 1A/2, Ara
29. CARTABAN NOMINEES (ASING) SDN BHD 1,307,000 0.24
Damansara, 47301
EXEMPT AN FOR BARCLAYS CAPITAL SECURITIES LTD (SBL/PB)
Petaling Jaya,
Selangor Darul
30. HSBC NOMINEES (TEMPATAN) SDN BHD 1,219,600 0.22
Ehsan
HSBC (M) TRUSTEE BHD FOR MANULIFE INVESTMENT DIVIDEND FUND
(5311-401)
A-7-9, Pacific 1 parcel of Not applicable/ 9 years/ Leasehold 6 October 2015 571
Place Commercial apartment/ 1,325 valid for 99 years
TOTAL 467,950,400 85.00
Centre, Jalan Staff hostel expiring on
PJU 1A/4, Ara 4 September 2097
Damansara, 47301,
Petaling Jaya,
Selangor Darul
Ehsan
170 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 OTHERS | ANNUAL REPORT 2023 171
6. Authority to allot and issue shares pursuant to Section 75 and Section 76 of the
Companies Act, 2016 (Cont’d)
AND THAT the Directors of the Company whether solely or jointly, be authorised
to complete and do all such acts and things (including executing such relevant
documents) as he/they may consider necessary, expedient or in the interest of the
Company to give effect to the aforesaid mandate.”
NOTICE OF THE SECOND ANNUAL GENERAL MEETING
AND FURTHER THAT pursuant to Section 85 of the Companies Act, 2016 read
NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting of the Company will be held at Saujana Resort, Jalan together with Clause 51 of the Company’s Constitution, approval be and is hereby
given to waive the statutory pre-emptive rights of the shareholders of the Company
Lapangan Terbang SAAS, 40150 Selangor Darul Ehsan, Malaysia on Tuesday, 25 June 2024 at 10.30 a.m. to transact the
and to offer new shares arising from the issuance and allotment of the new shares
following business:
pursuant to Sections 75 and 76 of the Companies Act, 2016 AND THAT the Board of
Directors of the Company is exempted from the obligation to offer such new shares
AGENDA
first to the existing shareholders of the Company.”
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended Please refer to Note B 7. o transact any other business for which due notice shall have been given in
T
31 December 2023 together with the Reports of the Directors and Auditors thereon. accordance with the Company’s Constitution and the Act.
2. To approve the payment of Directors’ fees and benefits of Non-Executive Directors Ordinary Resolution 1 By Order of the Board
of RM121,500 for the financial year ended 31 December 2023.
3. To approve the payment of Directors’ fees and benefits of Non-Executive Directors Ordinary Resolution 2
of up to RM250,000 for the period from 1 January 2024 until the date of the next
WONG YOUN KIM
Annual General Meeting of the Company to be held in 2025.
(MAICSA 7018778)
4. To re-elect the following Directors who retire in accordance with Clause 94.1 of the (SSM Practising Certificate No.: 201908000410)
Company’s Constitution and being eligible, offer themselves for re-election:- Company Secretary
(a) Mr. Choo Chin Peng Ordinary Resolution 3
(b) Mr. Choo Yan Tiee Ordinary Resolution 4
Kuala Lumpur
30 April 2024
5. To re-appoint Messrs. Baker Tilly Monteiro Heng PLT as the Auditors of the Company Ordinary Resolution 5
for the ensuing year and to authorise the Directors to fix their remuneration. Notes:-
To consider and, if thought fit, to pass with or without modifications, the following 1. A proxy may but need not be a member of the Company.
Resolutions: 2. To be valid, this form, duly completed must be deposited at the Registered Office of the Company, Level 5, Tower 8,
Avenue 5, Horizon 2, Bangsar South City, 59200 Kuala Lumpur, not less than 24 hours before the time for holding the
ORDINARY RESOLUTIONS meeting Provided That in the event the member(s) duly executes the form of proxy but does not name any proxy, such
member(s) shall be deemed to have appointed the Chairman of the meeting as his/her/their proxy, Provided Always that
6. Authority to allot and issue shares pursuant to Section 75 and Section 76 of the Ordinary Resolution 6 the rest of the proxy form, other than the particulars of the proxy/proxies have been duly completed by the member(s).
Companies Act, 2016 3. A member may appoint up to two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2)
proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each
“THAT pursuant to Sections 75 and 76 of the Companies Act, 2016 and the approvals proxy.
of the relevant government and/or regulatory authorities, the Directors of the 4. Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, it may appoint
Company be and are hereby authorised to issue and allot shares in the Company at least 1 proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit
at any time until the conclusion of the next Annual General Meeting upon such of the said securities account.
5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for
terms and conditions and for such purposes as the Directors may, in their absolute
multiple beneficial owners in one securities account (“omnibus account”) as defined under the Securities Industry
discretion, deem fit provided that the aggregate number of shares to be issued does
(Central Depositories) Act, 1991, there is no limit to the number of proxies which the exempt authorised nominee may
not exceed ten percent (10%) of the total number of issued shares of the Company
appoint in respect of each omnibus account it holds.
for the time being, subject always to the approval of all relevant regulatory bodies
6. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an attorney
being obtained for such allotment and issue.
duly authorised.
7. Only depositors whose names appear in the Record of Depositors as at 18 June 2024 shall be entitled to attend the
Second AGM.
172 AUTOCOUNT DOTCOM BERHAD | ANNUAL REPORT 2023 OTHERS | ANNUAL REPORT 2023 173
Item 1 of the Agenda is meant for discussion only as the provision of Section 340(1)(a) of the Act does not require a 2. The Directors who are standing for re-election at the Second Annual General Meeting of the Company pursuant to
formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward Clause 94.1 of the Company’s Constitution are:
for voting.
(i) Mr. Choo Chin Peng
Explanatory Notes on Special Business
(ii) Mr. Choo Yan Tiee
C. Resolution 6 – Authority to allot and issue shares pursuant to Sections 75 and 76 of the Act
Mr. Choo Chin Peng and Mr. Choo Yan Tiee have no conflict of interest or potential conflict of interest including any
he Ordinary Resolution 6 proposed under Item 6 above is a new general mandate and, if passed, is to give the Directors
T interest in any competitor business with ADB or its subsidiaries.
of the Company flexibility to issue and allot shares up to an amount not exceeding ten per centum (10%) of the Company’s
total number of issued share capital for the time being upon such terms and conditions and for such purposes and to The details of the above Directors seeking re-election are set out in the Board of Directors’ Profile as disclosed on
such person or persons as Directors of the Company in their absolute discretion consider to be in the interest of the
page 20 and 24 of this Annual Report.
Company, without having to convene a separate general meeting so as to avoid incurring additional cost and time. The
purpose of this general mandate is for possible fund-raising exercises including but not limited to further placement of
shares for purposes of funding current and/or future investment projects, working capital and/or acquisitions. 3. The details of the above Directors’ interest in the securities of the Company are stated on page 98 of this
Annual Report.
The Board is of the opinion that the issue and allot shares up to an amount not exceeding ten per centum (10%) is in the
best interest of the Company.
4. The details of attendance of the Directors of the Company at Board of Directors’ Meetings held during the financial
This authority will expire at the conclusion of the next Annual General Meeting of the Company or at the expiration of the year ended 31 December 2023 are disclosed in the Statement on Corporate Governance set out on page 76 of this
period within which the next Annual General Meeting is required by law to be held, whichever is earlier. Annual Report.
The approval of the issuance and allotment of the new shares under Sections 75 and 76 of the Companies Act, 2016
shall have the effect of the shareholders having agreed to waive their statutory pre-emptive rights pursuant to Section
85 of the Companies Act, 2016 and Clause 51 of the Constitution of the Company, the shareholders of the Company
hereby agree to waive and are deemed to have waived their statutory pre-emptive rights pursuant to Section 85 of the
Companies Act, 2016 and Clause 51 of the Constitution of the Company pertaining to the issuance and allotment of
new shares under Sections 75 and 76 of the Companies Act 2016, which will result in a dilution to their shareholding
percentage in the Company.
By adding the above paragraph, the shareholders of the Company shall agree to waive and deemed to have waived their
statutory pre-emptive rights pursuant to Section 85 of the Companies Act, 2016.
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any
adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal
data by the Company (or its agents) for the purpose of processing and administration by the Company (or its agents) of proxies
and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the
attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for
the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the
“Purposes”), (ii) warrants that where the member disclose the personal data of the member’s proxy(ies) and/or representative(s)
to the Company (or its agents), the member has obtained prior consent of such proxy(ies) and/or representative(s) for the
Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of the member’s breach of warranty.
Fold this flap for sealing
2.
AFFIX
STAMP
or failing him/her, THE CHAIRMAN OF THE MEETING as *my/our proxy to vote for *me/us on *my/our behalf at the
Second Annual General Meeting of the Company to be held at Saujana Resort, Jalan Lapangan Terbang SAAS, 40150
Selangor Darul Ehsan, Malaysia on Tuesday, 25 June 2024 at 10.30 a.m. or at any adjournment thereof and to vote as
AUTOCOUNT DOTCOM BERHAD
indicated below:
[Registration No. 202201006885 (1452582-U)]
Registered Office
FIRST PROXY SECOND PROXY
Acclime Corporate Services Sdn Bhd
For Against For Against
Level 5, Tower 8, Avenue 5, Horizon 2,
Resolution 1 To approve the payment of Directors’ fees and benefits of
Non-Executive Directors of RM121,500 for the financial Bangsar South City,
year ended 31 December 2023. 59200 Kuala Lumpur
Resolution 2 To approve the payment of Directors’ fees and benefits of
Non-Executive Directors of up to RM200,000 for the period
from 1 January 2024 until the date of the next Annual
General Meeting of the Company to be held in 2025.
Resolution 3 Re-election of Mr. Choo Chin Peng
Resolution 4 Re-election of Mr. Choo Yan Tiee
Resolution 5 Re-appointment of Messrs. Baker Tilly Monteiro Heng PLT
as the Auditors of the Company for the ensuing year and to
authorise the Directors to fix their remuneration
1st fold here
Resolution 6 Authority to allot and issue shares pursuant to Sections 75
and 76 of the Companies Act 2016
(Please indicate with an “X” in the spaces provided above on how you wish your vote to be cast. If no instruction as to voting is
given, the proxy will vote or abstain from voting at his/her discretion).