46
GHL Systems Berhad
(293040-D)
directors’ report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of
the Company for the financial year ended 31 December 2014.
PRINCIPAL ACTIVITIES
The principal activities of the Company are those of investment holding, developing and selling in-house
software programmes, sale and rental of Electronic Data Capture (“EDC”) equipment and its related software
and services, inclusive of installation, training and maintenance. The principal activities of the subsidiaries are
disclosed in Note 10 to the financial statements. There have been no significant changes in the nature of these
activities during the financial year except for the acquisition of e-pay Pty. Ltd. (formerly known as e-pay Asia
Limited) as disclosed in Note 10(c) to the financial statements.
RESULTS
Group Company
RM
RM
Profit for the financial year
6,371,259 10,160,986
Attributable to:
Owners of the parent
6,529,458 10,160,986
Non-controlling interests
(158,199)
-
6,371,259 10,160,986
DIVIDEND
No dividend has been paid, declared or proposed by the Company since the end of the previous financial
year. The Directors do not recommend the payment of any final dividend in respect of the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those
disclosed in the financial statements.
ISSUE OF SHARES AND DEBENTURES
During the financial year, the issued and fully paid-up share capital of the Company is increased by way of:
(i) special issue of 84,126,858 new ordinary shares of RM0.20 each at RM0.42 per ordinary share for cash
pertaining to the Share Subscription Agreement (“SSA”) with Cycas for cash consideration paid for e-pay
Asia Limited acquisition and related acquisition expenses and general working capital purposes;
(ii) issuance of 150,602,283 new ordinary shares of RM0.20 each at RM0.44 per ordinary share and subsequently,
remeasured to fair value of RM0.80 per ordinary share for share swap to acquire e-pay Asia Limited;
(iii) issuance of 8,223,500 new ordinary shares of RM0.20 each for cash pursuant to the exercise of Executives’
Share Scheme (“ESS”); and
(iv) bonus issue of 213,250,001 new ordinary shares of RM0.20 each to be credited as fully paid, on the basis of
one (1) bonus share for every two (2) existing shares held (“Bonus Issue”).
