contents Enterprise Sdn. Bhd. Rev Home Sdn. Bhd. Rev Lifestyle Sdn. Bhd. Rev Entertainment Sdn. Bhd

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Transcript of contents Enterprise Sdn. Bhd. Rev Home Sdn. Bhd. Rev Lifestyle Sdn. Bhd. Rev Entertainment Sdn. Bhd

  • 1

  • 1

    contents

    Business Review Financial Highlights 7

    Chairman’s Statement 8 The General Manager’s Report 9

    Corporate Social Responsibility Statement 11

    coRpoRate infoRmation

    Group Corporate Structure 2 Corporate Information 4

    Directors’ Profile 5

    otheR infoRmation Analysis of Shareholdings 103 Notice of Annual General Meeting 106 Proxy Form

    coRpoRate GoveRnance

    Statement on Corporate Governance 12 Nomination Committee Report 21

    Remuneration Committee Report 26 Audit and Risk Management Committee Report 29

    Statement on Risk Management and Internal Control 35

    financial statements Directors’ Report 38 Statement by Directors 42 Statutory Declaration 42 Independent Auditors’ Report 43 Consolidated Statement of Financial Position 45 Statement of Financial Position 46 Statements of Profit or Loss and Other Comprehensive Income 47 Consolidated Statement of Changes in Equity 48 Statement of Changes in Equity 49 Statements of Cash Flows 50 Notes to the Financial Statements 52

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    GRoup coRpoRate stRuctuRe

    Rev Asia Holdings Sdn. Bhd.

    Rev Luxury

    Enterprise Sdn. Bhd.

    Rev Home

    Sdn. Bhd.

    Rev Lifestyle Sdn. Bhd.

    Rev Entertainment

    Sdn. Bhd.

    Rev Digital

    Sdn. Bhd.

    the GRoup stRuctuRe of Rev asia BeRhad & its suBsidiaRies is as follows:

    70%

    100% 100%100% 100%

    Rev Asia Berhad

    35.62%

    11.73%

    46.72% 5.93%

    Publishing Business Online Media Business

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    GRoup coRpoRate stRuctuRe (cont’d)

    Haute Groupe Pte. Ltd.

    Haute Avenue

    Malaysia Sdn. Bhd.

    Rev Digital Pte. Ltd.

    (“RDPL”)*

    Rev Social

    International Sdn. Bhd.

    Rev Digital Holdings Malaysia Pte. Ltd. (“RDHMPL”)*

    Rev Social Malaysia

    Sdn. Bhd.

    100%10 0%

    100%

    100%

    100%

    100%

    21 .14

    % iCar Asia Limited

    (Australia)

    Ceased Operations Social Media Business Ceased Operations Online Classifieds Business

    * RDHMPL and RDPL had on 24 February 2016 filed an application to the Accounting and Corporate Regulatory Authority of Singapore to de- register under Section 344 of the Companies Act, Cap 50. Upon the completion of the de-registration, RDHMPL and RDPL will cease to be subsidiaries of Rev Asia Berhad.

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    coRpoRate infoRmation

    BoaRd of diRectoRs Dato’ Larry Gan Nyap Liou @ Gan Nyap Liow (Independent Non-Executive Chairman) Mah Yong Sun (Independent Non-Executive Director) Patrick Y-Kin Grove (Non-Independent Non-Executive Director) Lucas Robert Elliott (Non-Independent Non-Executive Director)

    audit and RisK manaGement committee Dato’ Larry Gan Nyap Liou @ Gan Nyap Liow (Chairman) Mah Yong Sun (Member) Lucas Robert Elliott (Member)

    RemuneRation committee Mah Yong Sun (Chairman) Dato’ Larry Gan Nyap Liou @ Gan Nyap Liow (Member)

    nomination committee Mah Yong Sun (Chairman) Dato’ Larry Gan Nyap Liou @ Gan Nyap Liow (Member)

    eXecutive committee Lucas Robert Elliott (Chairman) Patrick Y-Kin Grove (Member)

    companY secRetaRies Tai Yit Chan (MAICSA 7009143) Tan Ai Ning (MAICSA 7015852)

    ReGisteRed office Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan, Malaysia T : (03) 7720 1188 F : (03) 7720 1111

    head / manaGement office Level 19, Uptown 1 Jalan SS21/58 Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan, Malaysia T : (03) 7710 0180 W : www.revasia.com E : enquiries@revasia.com

    shaRe ReGistRaR Boardroom Corporate Services (KL) Sdn Bhd (3775-X) Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan, Malaysia T : (03) 7720 1188 F : (03) 7720 1111

    auditoRs BDO (AF0206) Level 8, Menara CenTARa 360 Jalan Tuanku Abdul Rahman 50100 Kuala Lumpur, Malaysia T : (03) 2616 2888

    pRincipal BanKeRs HSBC Bank Malaysia Berhad Malayan Banking Berhad The Hongkong and Shanghai Banking Corporation Limited

    stocK eXchanGe listinG ACE Market Bursa Malaysia Securities Berhad Stock Name: REV Stock Code: 0173

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    diRectoRs’ pRofile

    Dato’ Larry Gan, a Malaysian, aged 62, is an Independent Non-Executive Chairman of our Group and was appointed to our Board on 19 November 2010. He serves as the Chairman of the Audit and Risk Management Committee and a member of the Nomination and Remuneration Committee.   Dato’ Larry Gan engages actively in the digital space. He is a strategic investor in eCommerce and digital enterprises, and operates an extensive business network of entrepreneurs, incubators, consulting professionals and investment funds.   Dato’ Larry Gan was worldwide partner at Accenture for 16 years till his retirement in 2004, and held many global leadership positions including Managing Partner ASIA, Chairman of the International Advisory Council and member of the Global Management Council.  He also managed the Accenture multi billion dollar technology ventures fund as Managing Partner, Corporate Development Asia Pacific.    Over a career span of 26 years, he consulted on strategic projects for government and multinational corporations, and invested and worked with innovative technologies around the world. Since Accenture, Dato’ Larry Gan invested and assumed board roles in several publicly listed technology companies. He served on the Boards of Redtone International Berhad (Chairman), Diversified Gateway Solutions Berhad (Chairman), Omesti Berhad (Chief Executive Officer/Managing Director), Prestariang Berhad and iProperty Ltd.  Today, he continues on the Boards of Cuscapi Berhad (Chairman), Flexiroam Ltd,  Fatfish Internet Group Ltd (Chairman),  Graphene Nanochem Ltd and 8Common Ltd.   Dato’ Larry Gan is also a Board Member of Maybank Investment Bank Berhad, Tropicana Corporation Berhad, Tanjong Plc, Minority Shareholder Watchdog Group, Saujana Resort (M) Berhad and the British Malaysian Chamber of Commerce (Past Chairman). An ardent supporter of the Arts, Education and Sports, he was National Fencer and President of the Malaysian Fencing Federation, and Trustee of the Yayasan Tuanku Nur Zahirah (Queen’s Foundation). He is now on the Council of the Badminton Association of Malaysia, a Trustee of J C Jacobsen Foundation and serves on the Board of Governors - St Joseph International KL.   Dato’ Larry Gan is a Certified Management Consultant and a Chartered Accountant.   Dato’ Larry Gan has attended all seven (7) Board of Directors’ Meetings held during the financial year. He has no conflict of interest with the Company and does not have any relationship with any of the Directors and/or major shareholders of the Company. He has no conviction for any offences within the past ten (10) years, other than traffic offences, if any.

    dato’ laRRY Gan nYap liou @ Gan nYap liow “dato’ laRRY Gan”

    Yong Sun, a Malaysian, aged 54, is an Independent Non-Executive Director and was appointed to our Board on 19 November 2010. He serves as the Chairman of the Nomination and Remuneration Committees, respectively and is a member of the Audit and Risk Management Committee. In 1984, he graduated with a Bachelor of Science (Engineering) in Computing Science from the University of London’s Imperial College of Science and Technology, United Kingdom. After graduation, he joined Accenture, a global management and technology consulting firm, where he served for 25 years until his retirement in 2009. Yong Sun was a partner in Accenture for 12 years and held many leadership roles including change management competency group lead for Asia, communications and high technology lead for Thailand, Malaysia, Philippines and Indonesia, and communications sector for Greater China.

    He has extensive experience in the media and communication industries, strategic information planning, complex systems implementation and business operations. He is currently a Non-Executive Director of Celcom Axiata Berhad, Omesti Berhad and Diversified Gateway Solutions Berhad. He is also sits on the Development Board of Imperial College London.

    Yong Sun has attended all seven (7) Board of Directors’ Meetings held during the financial year. He has no conflict of interest with the Company and does not have any relationship with any of the Directors and/or major shareholders of the Company. He has no conviction for any offences within the past ten (10) years, other than traffic offences, if any.

    mah YonG sun “YonG sun”

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    Patrick Y-kin Grove “Patrick”

    DirectorS’ ProFiLe (cont’D)

    LucaS robert eLLiott “Luke” Luke, an Australian, aged 40, is an indirect major shareholder and Non-Independent Non-Executive Director of our Group. He was appointed to our Board on 1 April 2013. He graduated with a Bachelor of Commerce in Finance from the University of Sydney, Australia in 1998. His experience lies in developing fast moving online business models, monetising online media assets and executing corporate transactions including mergers and acquisitions, capital raisings and public listings.   Luke has attended all seven (7) Board of Directors’ Meetings held during the financial year. He has no conflict of interest with the Company and does not have any relationship with any of the Directors. Currently, he is the Executive Director and a major shareholder of Catcha Group Pte. Ltd.. He is also the Non-Executive Director of iProperty Group Limited, iCar