Annual Report 2007
Annual Report 2007
Annual Report 2007
REPORT
2 0 0 7
2 Notice of Annual General Meeting
6 Corporate Information
8 Corporate Structure
10 Board of Directors
Proxy Form
AGENDA
As Ordinary Business
1. To receive and adopt the Audited Financial Statements for the year Resolution 1
ended 31 December 2007 and the Reports of the Directors and
Auditors thereon.
2. To re-elect YM Tengku Mohd Hasmadi Tengku Hashim who retires in Resolution 2
accordance with Article 128 of the Company’s Article of Association.
3. To approve Directors’ fees of RM91,000 for the year ended 31 Resolution 3
December 2007.
4. To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Resolution 4
Directors to fix their remuneration.
As Special Business
AND THAT the Directors of the Company or any one of them be and are
hereby authorized to complete and do all such acts and things as they
may consider expedient or necessary in the interest of the Company
and/or its subsidiaries to give effect to the Proposed Ratification as
described in the Circular and/or this Resolution.”
(a) the conclusion of the next Annual General Meeting (“AGM”) of the
Company following this AGM, at which time such mandate is
passed, at which it will lapse, unless by a resolution passed at the
general meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM of the
Company after the forthcoming AGM is required to be held
pursuant to Section 143(1) of the Companies Act, 1965 (“Act”)
but shall not extend to such extension as may be allowed pursuant
to Section 143(2) of the Act; or
AND THAT the Directors of the Company or any one of them be and are
hereby authorized to complete and do all such acts and things (including
without limitation to execute such documents as may be required) to
give effect to the transactions contemplated and/or authorized by this
Ordinary Resolution.”
7. “THAT pursuant to Section 132D of the Companies, Act 1965, the Resolution 7
Directors be and are hereby authorized to issue shares in the Company
from time to time at such price, upon such terms and conditions, for
such purposes and to such person or persons whomsoever as the
Directors may, in their absolute discretion, deem fit provided that the
aggregate amount of shares issued pursuant to this resolution does not
exceed 10% of the issued and paid-up share capital of the Company
for the time being, subject always to the approval of the relevant
regulatory authorities AND THAT the Directors be and are hereby also
empowered to obtain approval from Bursa Malaysia Securities Berhad
for the listing of and quotation for the additional shares to be issued
AND THAT such authority shall continue in force until the conclusion of
the next Annual General Meeting of the Company.”
8. To transact any other business for which due notice shall have been
given.
Kuala Lumpur
2 June 2008
ANNUAL REPORT 2007 3
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy
to attend and vote in his stead. A proxy may but need not be a member of the Company.
(ii) The proxy form must be deposited at the Company’s registered office at No. 38, Jalan Chow Kit,
50350 Kuala Lumpur not less than forty eight (48) hours before the time fixed for holding the meeting
and at any adjournment thereof.
(iii) Where a member of the Company appoint two (2) proxies, the appointment shall be invalid unless
the member specifies the proportion of his shareholding to be represented by each proxy.
(iv) The Proxy Form must be signed by the appointer or his attorney duly authorized in writing or if the
appointer is a corporation, either under its common seal or the hand of its attorney duly authorized.
(i) Resolution pertaining to the Proposed Ratification of Recurrent Related Party Transactions of a
Revenue or Trading Nature and Proposed Mandate for Recurrent Related Party Transactions of
a Revenue or Trading Nature, for proposed Ordinary Resolutions 5 and 6, further information on the
Recurrent Related Party Transactions are set out in the Circular to Shareholders of the Company
dated 2 June 2006 which is dispatched together with the Company’s 2007 Annual Report.
(ii) The proposed Resolution 7, if passed, will give the Directors of the Company, from the date of the
forthcoming Annual General Meeting, authority to issue and allot ordinary shares for such purposes
as the Directors in their absolute discretion consider to be in the interest of the Company without
having to convene a general meeting. This authority will, unless revoked or varied by the Company
in a general meeting, expire and at the conclusion of the next Annual General Meeting.
Eight (8) board meetings were held during the financial year ended 31 December 2007.
Attendance of the Directors holding office at the end of the financial year 2007 is shown below:-
The Fourth Annual General Meeting of the Company will be held on Tuesday, 24 June 2008 at
10.00 a.m. at the Ballroom, Level 1, Kuala Lumpur International Hotel, Jalan Raja Muda Abd Aziz,
50738 Kuala Lumpur.
BOARD OF DIRECTORS
YBhg Dato’ Mohd Nadzmi Mohd Salleh Malaysian Chairman / Managing Director
Independent Non-Executive
YBhg Datuk Sulaiman Daud Malaysian
Director
Independent Non-Executive
Encik Zainal Abidin Jamal Malaysian
Director
Independent Non-Executive
Encik Muhammad Adib Ariffin Malaysian
Director
Tifla Hairi Taib (LS 0008017) YM Tengku Mohd Hasmadi Tengku Hashim
Rahanawati Ali Dawam (BC/R/504) Executive Director
SKMK INDAH SDN BHD - 100% (D) SKMK STAR SDN BHD - 100% (D)
PENGANGKUTAN SRI
(PERAK) SDN BHD - 90.5% (E)
KEND BAS LINGGI SDN BHD - 73% (S) AIRPORT COACH SDN BHD - 39.1% (E)
LEGEND
(D) - Dormant
(E) - Express Bus Service
(H) - Investment Holding
(P) - Property
(S) - Stage Bus Services
(T) - Travel & Tours
ANNUAL REPORT 2007 9
BOARD OF
DIRECTORS
In 2007, Malaysia turned 50 and it marked another milestone in its economic development. It is a broad-
based and diversified economy and it is the 19th largest trading nation in the world, with trade in excess
of RM1 trillion. The country continues to enjoy political stability with a diverse population. Per capita
income has also increased 26 times to RM20,841 and the incidence of poverty has also been reduced
to less than 6.0%.
The Malaysian economy continued its strong growth momentum, expanding by 6.3% in 2007. Growth
was driven by robust domestic demand despite a weaker external environment which led to moderation in
export growth. Private consumption and investment activities expanded strongly during the year. Private
consumption recorded the highest growth rate since 2000, buoyed by rising disposable income following
high commodity prices, salary increments in both public and private sectors, as well as favourable labour
market and conditions. Strong investment in the manufacturing, services, construction and oil and gas
industries, combined with positive business sentiment, supported expansion in private investment. This
was further reinforced by large inflows of foreign direct investment.
While the contribution of the manufacturing sector remains substantial, of significance is the shift in the
economic structure in the recent few years towards the services sector, which has become the main
driver of growth. The services sector led growth in 2007 was supported by domestic demand activities
and new growth areas in finance, business services and communications.
The Government continued to play a prominent role in supporting and encouraging private sector
activities. In the Budget 2007, the Government reduced the corporate tax rate by two percentage points
over two years, to 27% and 26% in 2007 and 2008 respectively. This helped to reduce further the cost of
doing business and accorded companies with greater capacity to expand capital spending.
INDUSTRY OVERVIEW
KTB continued to operate in a challenging business environment in 2007. The Malaysia economy, as
a whole, has had to contend with an unprecedented rise in oil prices. As a business entity principally
involved with the provision of public bus transportation services in Peninsular Malaysia, we had to incur
huge operating costs in diesel consumption. Since 2005, the price of diesel has increased by 123%
without the corresponding increase in fares.
Against the backdrop of external factors and industry restrictions, our business grew by 14 % in 2007.
During the year, KTB has also expanded its routes, offering high level of services despite the stagnant
fare regulated by the government.
For the year under review, several major corporate and business activities took place in KTB. In March
2007, KTB embarked full-scale on its Compressed Natural Gas (CNG) initiative with the launching and
signing of agreements between the subsidiary of Nadicorp Holdings Sdn. Bhd., Nadi CNG Pte Ltd and
Samsung C & T Corporation. In this regulated industry, bus operators are severely exposed to escalating
costs that are beyond their control. Therefore, for us, we have to be innovative to keep the company
afloat. Thanks to the CNG programme, we have been able to mitigate to some extent the escalating
diesel costs. By using the CNG buses, we experience fuel savings of up to 24%.
Our foray into this technology was backed by our belief in the industry and the viability of the CNG
programme in the country. Undoubtedly, there is huge potential in CNG utilization in the country as the
Federal Government is also committed via several incentives introduced.
On 15 June 2007, we saw another feather in the cap for the company with its listing on the Main Board
of Bursa Malaysia Securities Berhad under Trading/Service Sector. With the consolidation of eight (8)
companies together with Park May Berhad under one single banner of KTB, we have been able to offer
a broad range of products to cater to various customer segments i.e Transnasional, Cityliner, Plusliner
and Nice buses.
In September 2007, we created another first in the country with the introduction of the prepaid e-ticket
branded “Fast Pass” for Cityliner buses, which enables value to be stored onto the card, journey details to be
recorded and the fare value of each journey to be deducted from the stored value on the card. This system
allows customers to use one single electronic ticket when traveling on Cityliner buses to promote cash-free
method of payment.
As the biggest operator of public transportation in Malaysia, it is our obligation to give our customers the
best service, safety and comfort throughout their journey. However, due to the increase in oil pricing, there
is concern that diesel, which is about 30% our cost of sales will increase and further erode our margin.
Therefore, the need for a tool or mechanism to manage this cost is necessary. The Management has agreed
to embark on the initiative to install our Plusliner and Nice buses with GPS (Geographical Positioning System),
to manage these aspects, i.e. customer safety, risk management and cost management.
Notwithstanding a challenging operating environment, for the financial year ended 31 December 2007, the
Group recorded approximately RM261 million in revenue, higher than that in the previous year of RM228
million. Profit after tax for the financial year was RM9.7 million, representing a 9 % return on average
shareholders’ funds. The Group’s earning per share for the financial year ended 31 December 2007 stood
at 3.57 sen.
PROSPECTS
We are very much hopeful that a long overdue fare increase will be approved in year 2008. This will assist
our operations in managing the escalating costs of diesel, spare parts, chassis and etc. We also anticipate
that more focus will be given to the public transport industry in the year ahead. The Federal Government has
indicated its emphasis on improving the industry on a holistic approach. This will encourage the public to use
the public transport and minimizing the environmental pollution.
Our continued success hinges on the quality of services offered. We constantly monitor the level of success
with much emphasis given to the areas of maintenance and safety of buses, punctuality and quality of
services, continuous investment in new buses and training and development programmes for the staff.
KTB will expand its horizon beyond the Malaysian shores and it is envisioned that KTB will venture into other
modes of transport and hence become a more integrated transport operator. KTB also has plans to become
a regional transport operator and perhaps ultimately a global player.
ACKNOWLEDGEMENTS
The Board of Directors would like to thank the management team and the hard-working staff for their effort
and commitment especially during the year under review. It was a challenging year indeed due to the increase
of diesel fuel.
We wish to also express our gratitude for the co-operation and support accorded by the Commercial Vehicles
Licencing Board, the Road Transport Department, the Ministry of Finance, the Ministry of Entrepreneur
Development and Co-operation, the Ministry of Transport, Dewan Bandaraya Kuala Lumpur and the various
other relevant Government ministries and agencies and our business partners.
Last but not certainly the least, to our shareholders, we thank you for your unwavering support and for your
continuous faith in us. We will continue to build on the proven record of the Group to continue to strive for
excellence in all areas.
The following statement sets out how the Company has applied the principles and best practices of the
corporate governance as contained in the Malaysian Code of Corporate Governance throughout the
financial year from 1 January 2007 to 31 December 2007.
BOARD OF DIRECTORS
Board Responsibilities
The Board reviews and approves the business plan and budget for the Group. In addition all major
acquisitions, capital expenditures and disposal of investments would have to be approved by the Board.
The Limits of Authority govern the authority limits established by the Board for management to manage the
businesses of the Group.
The Directors, collectively, have a wide range of relevant experience to enable them to discharge their
responsibilities effectively.
Composition of Board
The Board as at 31 December 2007, consist of five (5) directors, of whom one (1) is Chairman/Managing
Director, one (1) Executive Director and three (3) independent non-executive directors. A brief profile of
each director is presented on pages 11 to 13 of the Annual Report.
YBhg Dato’ Mohd Nadzmi Mohd Salleh was appointed Chairman and Managing Director, to be responsible
for managing the Company. He is assisted by YM Tengku Mohd Hasmadi Tengku Hashim, the Executive
Director.
Board Balance
The Company is led and managed by Board of Directors of calibre, with a good mix of skills and experience
ranging from Engineering to Legal, Business Administration, Accountancy and Finance. The appointment of
independent directors is pivotal to good corporate governance accountability as they provide independent
perspectives and judgment such that the interest of the Company, its shareholders, stakeholders, employees
and customers are given due consideration.
Appointment
The Board appoints its members through a formal process, which is consistent with the Company’s Articles
of Association.
The proposed appointment of a new member to the Board, as well as the proposed re-appointment and re-
election of Director seeking re-election at the Annual General Meeting are recommended by the Nomination
Committee to the Board for approval.
In accordance with the Articles of Association of the Company, one-third of the Directors will have to stand for
re-election at each Annual General Meeting.
The Article also provides that all Directors who are appointed by the Board in the course of the year are subject
to re-election by shareholders at the next Annual General Meeting after their appointment.
Directors Training
All Board members have attended the Mandatory Accreditation Programme and Directors are encouraged to
attend continuous education programmes to keep abreast of changes and new developments.
Board Meetings
Board meetings are rescheduled a year ahead in order to enable full attendance at Board meetings. A minimum
of four (4) Board meetings are held during the year. Additional meetings are held as and when required.
There is a formal agenda for all scheduled meetings and board papers are prepared and submitted in advance
to ensure adequate information is available to assist deliberation by Board members.
During the financial year, eight (8) board meetings were held. The attendance of the Directors at board meetings
are presented on page 15 of the Annual Report.
Quality/Supply of Information
Board papers are prepared for all agenda items to ensure relevant information is provided to assist decision
making.
Access to Information/Advice
All Directors, have unrestricted access to any information pertaining to the Company. Directors have the ability
to seek independent advice at the Company’s expense. All Directors have access to the administration and
resources of the Company Secretary in carrying out their duties.
BOARD COMMITTEES
The Board of Directors delegates specific responsibilities to the Board Committees, namely Nomination
Committee, Remuneration Committee and Audit Committee.
Nominating Committee
The Nominating Committee comprises of three (3) members, the majority of whom are Independent
Non-Executive Directors. It is responsible for reviewing the composition, structure and size of the Board,
recommending to the Board candidates for directorship, reviewing the mix of skills, performance and contribution
of each individual director.
The Remuneration Committee comprises of three (3) members, the majority of whom are Independent Non-
Executive Directors. The remuneration framework for the Executive Directors and Non-Executives Directors
is recommended by the Remuneration Committee and approved by the Board.
The members of the Remuneration Committee are as follows:-
Audit Committee
The terms of reference and other information on the Audit Committee are disclosed in the Audit Committee
Report.
DIRECTORS’ REMUNERATION
The remuneration framework for the Executive Director and Independent Non-Executive Directors was
recommended by the Remuneration Committee and approved by the Board of Directors.
All Non-Executive Directors are paid directors’ fees and in addition, they are paid a meeting allowance for
attendance at each Board and Committee meeting. The directors’ fees are approved by the Company at the
Annual General Meeting in accordance with the Articles of the Association.
The aggregate remuneration of Directors categorized into appropriate components for the financial year ended
31 December 22007 is as follows:-
Comprehensive corporate information is provided in the Company’s Annual Report. General announcements,
quarterly announcements, and annual results provide the investors and the general public with pertinent
information.
The Annual General Meeting (AGM) is the principal forum for dialogue between the Company and its
shareholders. Shareholders are given ample notice to prepare or present questions to the Board at the AGM.
The AGM is also an excellent opportunity for shareholders to direct questions to the Board in relation to the
Company’s financial performance and the Company’s activities.
Shareholders may also contact the Company Secretary at all times for any further information available to
shareholders.
Financial Reporting
The Directors have a responsibility to present a balanced and understandable assessment of the Group’s
position and prospects in the quarterly report to Bursa Malaysia Securities Berhad and the Annual Report
to shareholders. The Audit Committee assists the Board in scrutinizing information for disclosure to ensure
accuracy, adequacy and completeness.
The Statement of Directors’ responsibility for preparing the financial statements is set out on page 22 of this
Annual Report.
Internal Control
The Board has overall responsibility for the Group’s approach to assessing risks and implementing controls.
The Board, through the Audit Committee, oversees that a system of internal controls is properly maintained
and regularly reviewed to ensure effectiveness. It entrusts the Audit Committee with the review of the audit
plan, audit processes and most important of all, audit independence.
The Group’s Statement on Internal Control is set out on page 25 to 26 of the Annual Report.
Through the Audit Committee, the Group has always maintained a transparent and appropriate relationship
with its external auditor in seeking professional advice and ensuring compliance with the accounting standards
in Malaysia.
The role of the Audit Committee in relation to the external auditors can be found in the Audit Committee Report
set out on page 23 to 24 of the Annual Report.
The following information is provided in conformance to the Listing Requirements of the Bursa Malaysia
Securities Berhad:
During the financial year ended 31 December 2007, no corporate exercise was undertaken
by the Group to raise additional capital or acquisition of major business or assets.
2. Share Buybacks
During the financial year, there were no share buyback by the Company
During the financial year, the Company did not issue any options, warrants or convertible
securities.
During the financial year, the Company did not sponsor any ADR or GDR.
During the financial year, there were no public sanctions and/or penalties imposed on the
Company and its subsidiaries, Directors or Management by the relevant regulatory bodies.
During the financial year, there were no non-audit fees paid and payable by the Company and its subsidiaries
to the external auditors and/or their affiliated companies.
7. Variation in Results
During the financial year, the Company did not announce any profit estimate, forecast or projection.
8. Profit Guarantee
During the financial year, there was no profit guarantee issued by the Company.
9. Material Contracts
Save as disclosed below, there were no other material contracts entered into by the Group involving Directors
or major shareholders’ interest, either subsisting at the end of the financial year ended 31 December 2007
or entered into since the end of the previous financial year:-
(i) The Sale and Purchase Agreement dated 24 September 2007 (“SPA”) entered into between Kenderaan
Klang Banting Berhad, a subsidiary of KTB as vendor and Maracorp Sdn Bhd as purchaser for the
disposal of a piece of land held under PN 15861, Lot 1102 (HS(D) 3711, No. PT 405), Section 3, Bandar
Banting, Daerah Kuala Langat, Selangor for purchase consideration of RM2,000,000, subject to the
terms and conditions of the SPA.
(ii) The Sale and Purchase Agreement dated 27 December 2007 (“SPA”) entered into between Syarikat
Kenderaan Melayu Kelantan Berhad, a subsidiary of KTB as vendor and Lengkap Suci Sdn Bhd as
purchaser for the disposal of 703 saleable sublots of former Lot 1885 within the Mukim of Bukit Merbau,
District of Pasir Puteh, State of Kelantan for purchase consideration of RM6,000,000, subject to the
terms and conditions of the SPA.
The Company intends to seek the shareholders’ mandate to allow the Group to enter into recurrent related
party transactions of a revenue or trading nature which are necessary for its day-to-day operations and are
in the ordinary course of business with related parties at the forthcoming Annual General Meeting. The
details of the shareholders’ mandate to be sought are furnished in the Circular to Shareholders dated
2 June 2008.
In the course of preparing the annual financial statements of the Group and of the
Company, the Directors are collectively responsible in ensuring that these financial
statements are drawn up in accordance with the requirements of the applicable approved
accounting standards in Malaysia, the provision of the Companies Act, 1965 and the
Listing Requirement of Bursa Malaysia Securities Berhad.
It is the responsibility of the Directors to ensure that the financial reporting of the Group
and the Company present a true and fair view of the state of affairs of the Group and of
the Company as at the end of the financial year and the results and cash flows for the
financial year then ended.
The Directors have adopted and applied the appropriate and relevant accounting
policies on a consistent basis and made judgments and estimates that are prudent and
reasonable in preparing the financial statements of the Group and of the Company.
The financial statements are prepared on a going concern basis and the Director have
ensured that proper accounting records are kept so as to enable the preparation of the
financial statements with reasonable accuracy.
The Statement by Directors pursuant to Section 169 of the Companies Act, 1965 is set
out on page 37 of the Annual Report.
The Audit Committee comprises of three (3) members, all of whom are Non-Executive Directors.
A total of four (4) meetings were held during the year. The status and attendance record of each member
during the year are as follows:-
TERMS OF REFERENCE
The Audit Committee serves to implement and support the oversight function of the Board. In fulfilling its
duties and objectives, the Audit Committee is guided by the Terms of Reference as follows:-
Members
The members of the Audit Committee shall be appointed by the Board of Directors.
The Audit Committee shall consist of not less than three (3) members and all the members
must be non-executive directors, with a majority of them being independent directors.
AUDIT
All members of the Audit Committee shall be financially literate and at least one member:- COMMITTEE
a. must be a member of the Malaysian Institute of Accountants; or REPORT
b. if he is not a member of the Malaysian Institute of Accountants, he must have at
least three (3) years working experience and:
i) he must have passed the examination specified in Part 1 of the 1st Schedule of the
Accountants Act 1967; or
ii) he must be a member of one of the associations of accountants specified in Part II of the
1st Schedule of the Accountant Act 1967; or
iii) fulfil such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
Meetings
Meetings are to be held on quarterly basis, the quorum for the meeting shall be two (2) members and the
majority of the members present must be independent directors.
All proceedings of the meetings are minuted by the Secretary of the Committee, who shall be the Company
Secretary of the Company.
Authority
4. direct communication channels with external auditor and person(s) carrying out the internal audit
function or activity;
6. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance
of other directors and employees of the Company, whenever deemed necessary.
To review the following and report the same to the Board of Directors;-
2. with the external auditor, the external auditor’s evaluation of the system of internal controls;
4. the assistance given by the employees of the Company to the external auditor;
5. the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has
the necessary authority to carry out its works;
6. the internal audit programme, processes, the results of the internal audit programme, processes or investigation
undertaken and whether or not the appropriate action is taken on the recommendations of the internal audit functions;
7. the quarterly results and year end financial statements, prior to the approval by the Board;
8. any related party transaction and conflict of interest situation that may arise within the Company or Group
including any transaction, procedure or course of conduct that raises questions of management integrity;
10. whether there is a reason to believe that the Company’s external auditor is not suitable for re-appointment; and
11. nomination and recommendation of a person or persons as external auditor of the Company.
ACTIVITIES
During the financial period, the Audit Committee undertook the following activities:-
4. reviewing the scope of work, resources and annual audit plan of the internal audit;
5. reviewing the audit and investigation reports issued by the internal audit, discussing the findings and
recommendations with Management and ensuring timely resolution of all findings and recommendations;
6. reviewing and deliberating the annual audited financial statements with the external auditors, submissions to
the various regulatory authorities and circular to shareholders including the general mandate on recurrent
related party transactions;
7. Ensuring adequacy, objectivity and effectiveness of the internal audit function; and
8. evaluating the performance of the external auditor and made recommendation to the Board on their re-
appointment and audit fees.
INTERNAL AUDIT
The Company’s internal audit function is outsourced to Messrs. Saidy Ridzah & Associates whose principal
responsibility is to undertake regular and systematic risk-based assessments of the systems of internal control
so as to provide reasonable assurance that such systems are adequate and continue to operate effectively in
managing the key risks of the Company and Group.
Public listed companies are required by the Malaysian Code on Corporate Governance to maintain
a sound system of internal control to safeguard the shareholders’ investment and the assets of the
company. Paragraph 15.27(b) of the Bursa Malaysia’s Listing Requirements indicates the need for the
Directors to include a statement in the annual report on the state of internal control of the company and
its subsidiaries as a group. The Bursa Malaysia’s Statement of Internal Control: Guidance for Directors of
Public Listed Companies (“Guidance”) provides guidance for compliance with these requirements. The
Board is pleased to present the Statement on Internal Control, which has been prepared in accordance
with the Guidance.
The Board is responsible for the Group’s system of internal control and for reviewing its adequacy and
integrity. The system includes financial, operational and compliance controls and risk management. The
system is designed to manage rather than eliminate the risk of failure to achieve business objectives and
accordingly, it can only provide reasonable and not absolute assurance against material misstatement
or loss.
RISK ASSESSMENT
Apart from financial controls, the Group’s system of internal controls also cover operational
and compliance controls and, most importantly, risk management. As part of the risk
management process, the Board is continuously identifying, assessing and managing
significant business risks faced by the Group throughout the financial year. STATEMENT
CONTROL PROCEDURE AND ENVIRONMENT
OF INTERNAL
CONTROL
The Board whilst maintaining full control and direction over appropriate strategic,
financial,organizational and compliance issues has delegated to executive management
the implementation of the systems of internal control within an established framework.
The Group’s current system of internal control and risk management include the
following key elements:
• an effective Board and Audit Committee which retains control over the Group, reviews the business
operations, approves significant transactions, monitors management and assesses the effectiveness
of internal controls;
• clearly defined lines of authority and divisionalised organization structure to achieve the Group’s
objectives and monitor the conduct and operations within the Group;
• quarterly results of the Group’s financial performance are presented to the Audit Committee for
recommendation for adoption by the Board;
• regular management meetings comprising the senior management to review and discuss significant
issues relating to financial performance, operations, technical and key support functions;
• segregation of duties and physical safeguarding of assets for example limiting of access to assets,
documents and records and establishing custodial responsibilities; and
• clearly defined recruitment processes and relevant training to enhance staff competency levels.
The Group has adopted the relevant accounting standards for guidance and compliance with regulatory and
statutory requirements. Financial information prepared for submission is duly checked and authorized for
release to the Audit Committee, the Board and Bursa Malaysia Securities Berhad.
INTERNAL AUDIT
The Internal Audit function monitors compliance with the policies and procedures, statutory and regulatory
requirements and provides assurance on the effectiveness of the internal control system within the Group.
The function undertakes regular reviews of the Group’s operations and the system of internal controls. It
provides continuous improvements to the controls and risk management procedures.
The Audit Committee assist the Board in fulfilling its responsibilities on maintaining a sound system of
internal control and risk management. The Audit Committee monitors the levels of assurance within the
Group through their review of the reports of the internal and external auditors, nature and scope of their work
and by monitoring the implementation progress of audit recommendations.
The Group, being in the public transportation business is additionally governed by strict statutory rules and
regulations prescribed by the Motor Vehicle Licensing Board and Road Transport Department.
CONCLUSION
The Board is of the view that the system of internal control in place for the year under review was sound and
satisfactory and has not resulted in any material losses, contingencies or uncertainties which would require
separate disclosure in the Group’s Annual Report.
The Board remains committed towards operating a sound system of internal control, recognizing that the
system must continually evolve to support the types of business, size and operations of the Group. As such,
the Board will when necessary, put in place appropriate action plans to further enhance the Group’s system
of internal control.
On June 15, 2007, the entire transport operations of Kumpulan Kenderaan Malaysia Berhad, a subsidiary
company of Nadicorp Holdings Sdn Bhd, merged with Park May Berhad under a new public listed
company called Konsortium Transnasional Berhad, or KTB. This merger is a result of the restructuring
and reverse takeover exercise of Park May Berhad, a PN4 status company then.
Kumpulan Kenderaan Malaysia or KKMB, had a total of eight subsidiary companies that operate both
stage and express buses under the brand name “Transnasional” whilst Park May Berhad operates
“Cityliner” stage buses, “Plusliner” economy express buses and “Nice” executive coaches. With the
merger, all stage buses belonging to KKMB are rebranded as “Cityliner”in order to clearly segment the
usage profile of the stage buses and to strengthen the brand name “Transnasional” as the economy
express which is already gaining popularity for its “cross-country” services.
The enlarged KTB Group has a holding fleet capacity of approximately 1,660 buses/permits comprising
of approximately 930 stage buses/permits and 730 express buses/permits respectively. In order to
remain focus on the respective brand attributes and to be more productive, cost efficient and be fully
accountable in managing the bus operations according to respective express bus routes and stage bus
geographical coverage, the entire transport operations under KTB was rearranged according to brands
i.e. Cityliner, Transnasional, Plusliner and Nice and will start to have their own profit and loss statements
by brands and by regions.
Regardless of the subsidiary’s company name, or permit holder, all stage bus operations
under KTB will be bear the brand name, “Cityliner”. All new buses that were manufactured
and released for operations were painted with the new brand identity. Since the birth
of KTB in June 2007, the “Cityliner” operations are headed by a Division Head and are OPERATIONS
divided into five regions/territories as follows: REVIEW
1. Cityliner – Kelantan Operations
Prior to KTB, this operation was run by Syarikat Kenderaan Melayu Kelantan Berhad,
a subsidiary of KKMB and was mixed with the express unit under one portfolio. Now,
Cityliner – Kelantan Operations is an entity by itself, only focusing on stage bus
operations andits profit and loss is monitored and measured separately The outfit has a
capacity of running approximately 270 permits/buses. Approximately half of the fleet will be
replaced once the relatively newer diesel buses are transferred from other Cityliner regions in
phases beginning May 2008.
This region is practically an operations merger of three subsidiary companies of Park May
Berhad i.e. The Min Sen Omnibus Company Sdn Bhd, Sam Lian Omnibus Company Sdn Bhd
and Central Province Wellesley Transport Company Sdn Bhd that operate in Seberang Perai
of Pulau Pinang with Kenderaan Langkasuka Sdn Bhd, a subsidiary company of KKMB, that
operates in the state of Kedah. As a result, there is only one management team in this region
that is led by a Regional Manager and focusing purely on the profitability of the stage bus
operations in the northern part of Semenanjung. The outfit has a capacity of running approximately
185 permits/buses.
Similar to Northern Operations above, this region sees the operations merger of four subsidiary
companies of Park May Berhad, i.e. the Cityliner Sdn Bhd, The Kuala Lumpur, Klang and Port
Swettenham Omnibus Company Berhad, The Kuala Selangor Omnibus Company Berhad
and Tanjung Karang Transportation Sdn Bhd that operate in the North-western part of Selangor
with Kenderaan Klang Banting Berhad, a subsidiary of KKMB, that operates in the South-
western part of Selangor. This outfit is now under one management team and led by a Regional
Manager, has a capacity of running approximately 225 permits/buses.
ANNUAL REPORT 2007 27
4. Cityliner – Negeri Sembilan Operations
Just like the two regions above, this region is an operations merger of four subsidiary companies
under Jelebu Holdings Sdn Bhd, a subsidiary company of Park May Berhad that operates in Western
part of Negeri Sembilan with two other subsidiary companies of KKMB, i.e. Starise Sdn Bhd and the
stage bus outfit of Syarikat Rembau Tampin Sdn Bhd that operates the Eastern part of Negeri
Sembilan. A Regional Manager was appointed to lead one integrated team to focus on the profitability
of running the entire stage bus operations in Negeri Sembilan. The resulted merger has a capacity
of running approximately 215 permits/buses. Besides running ordinary routes in housing areas and
on main roads of Negeri Sembilan, the Cityliner buses here also serve the Kuala Lumpur International
Airport (KLIA) and Low Cost Carrier Terminal (LCCT) from Seremban, Nilai and Banting.
After transferring the express outfit to Transnasional’s management in the Eastern Region, a subsidiary
company of KKMB, i.e. Syarikat Tanjong Keramat Temerloh Omnibus Bhd is now focusing only
on stage bus operations in Central Pahang covering Temerloh and Jerantut. It has a capacity of
running approximately 35 permits/buses.
Although the organization into regions was planned from the birth of KTB, the process of breaking
into regions require some time to mature and to be accepted fully by all level of staff especially the
unionized employees as they are employed under the names of various subsidiary companies.
Nevertheless, this is done to eliminate duplication of management and to reduce all costs associated
in running all routes for each region. Also, for the purpose of accounting and having the full financial
year accountability, the Regional Profit & Loss can only start from January 2008.
For all new Cityliner buses, a repair and maintenance contact is signed with the original chassis
manufacturer for a period of eight years. Thus, professional mechanics using original spare parts are
being deployed under a fixed cost monthly contract or sen per kilometer basis to service, maintain and
repair these new buses for at least half of its usage life.
For existing buses in Kelantan and Negeri Sembilan operations, the chassis repair and maintenance
is also outsourced to a third party contactor using sen per kilometer formula since June 2007. This is
to ensure stability in maintenance cost plus this system can be regarded as self regulated in the
sense that the outsource contractor will only benefit if buses are always on the road earning kilometers.
Thus, the contractor will ensure that service and maintenance are of quality and the frequency of
breakdown is minimized. It is envisage that other regions will follow this concept soon. In the long run,
the above method is seen to be more economical. In addition, the operations team can focus more
time on revenue generation including minimizing revenue leakages.
To combat escalating diesel fuel cost which had risen thrice over the last three years without income
compensation from Government’s controlled passenger fares, Cityliner operations in Selangor and
Negeri Sembilan has pioneered the use of Compressed Natural Gas (CNG) buses since June 2007. To
date, 27 and 22 buses are already operating in Selangor and Negeri Sembilan respectively. The
plan is to add 253 CNG buses in the two regions above plus the Northern Region. However, not all
buses operating in the three regions mentioned above can be converted to CNG due to extremely
limited locations of CNG refueling stations nationwide that are equipped with high speed refueling
nozzle suitable for heavy and commercial vehicles like buses. Unlike taxis, the CNG tank on buses
has fourteen times more capacity.
Due to its complex operations serving all sorts of commuting public routes and townships, Cityliner
operations has also embarked on right-sizing strategy that relates vehicle size to daily income potential.
Towards the end of 2007, mini-sized buses of 7 meter long and 29 seating capacity and midi-sized
buses of 10 meter long with 37 seating capacity have started to be deployed to “low income potential”
areas as opposed to the ordinary 12 meter long buses with 45 seating capacity. This is to ensure that
right capital cost is deployed to matching areas. On the other hand, four units of double-decker buses
with 68 seating capacity were introduced in early 2007 for high traffic areas in Western Selangor into
Kuala Lumpur. A periodical review of each bus route versus its income versus type/age of vehicle
deployed is being conducted by each operating region to optimize revenue and minimize cost.
Under the new holding company KTB, the Express Operations Division is divided into three brands with their
own profit and loss statements as follows:
A. “Transnasional”
All express vehicles under various subsidiary companies of KKMB particularly under Transnasional Express
Sdn Bhd, Syarikat Kenderaan Melayu Kelantan Berhad, Kenderaan Labu Sendayan Sdn Bhd, Syarikat
Tanjong Keramat Temerloh Omnibus Sdn Bhd and Syarikat Rembau Tampin Sdn Bhd bear the brand
name “Transnasional”. These vehicles then are further divided according to the bus routes as tabled below.
Therefore, there will be no duplication of route management by different subsidiary companies as happened
in the past.
This region monitors and manages all express routes within this region that stretches from Kuala
Lumpur in the south, all the way to Kangar up north. Headed by a General Manager, this region
operates 22 routes with a holding capacity of 215 buses/permits.
This region monitors and manages all express routes within this region plus all routes into Western
Region and into the eastern part of Southern Region. The originating points in Eastern Region are
mainly from Kota Bharu, Kuala Terengganu and Kuantan. Headed by a Regional General Manager,
this region operates 28 routes with a holding capacity of 210 buses/permits.
Similar to Eastern Region, this region monitors and manages all express routes within this region, all
routes into Western Region and all routes between the western part of Southern Region and Eastern
Region. The originating points in Southern Region are mainly from Johor Bahru, Melaka and Seremban.
Headed by a Regional General Manager, this region operates 28 routes with a holding capacity of 165
buses/permits.
As part of cost reduction and fleet availability improvement exercise, all new “Transnasional” buses are under
the repair and maintenance contract with the original chassis manufacturer. A similar contract was also signed
with three third party contractors for the existing buses. For all regions, buses with higher seating capacity
like the 41-seater single-deck “Club Class” and the 69-seater double-deck “Skyview” were introduced towards
the end of 2007 to mitigate the rising costs of operations. The biggest cost component is still the fuel cost.
Due to the fact that CNG cost is still cheaper than diesel, 74 CNG buses designed specifically for express
type operations are planned to be on the road by the end of 2008. These buses will be deployed mostly in the
“Transnasional – Southern Region” in view of the potential availability of CNG’s refueling infrastructure. For
Western Region, by relocating their main depot from Kuala Lumpur to Kajang in July 2007, it has helped to
reduce some costs associated with it.
In terms of safety, all new “Transnasional” buses met the European ECE R66 safety regulations on roof crash
standards and equipped with front row seat belts since 2005. For passengers convenience, “Transnasional”
tickets can be purchased 60 days ahead of departure time from 170 agents nationwide whose 42 of them are
Petronas fuel station operators.
B. “Plusliner”
All economy express vehicles under various subsidiary companies of Park May Berhad, currently a new
subsidiary to KTB, had already being branded as “Plusliner”. The year 2007 basically saw “Plusliner”
claiming back its glorious title of the past as the “king of the highway express” with majority of its 60
running buses today are less than a year old and were painted with new liveries symbolizing the “green
PLUS highway”. The immediate replacement program was necessary due to the fact that all “Plusliner”
buses under Park May Berhad’s PN4 status in the past had exceeded their service age according to
the law. Thus, majority of “Plusliner” buses today were fortunate enough to be under an in-house financing
scheme with the original chassis manufacturer that took place in phases from June 2006.
Today, “Plusliner” is the most frequent highway express from Kuala Lumpur to main cities like Ipoh,
Kuantan, Penang and from Seremban to Johor Bahru. For example, for Ipoh – Kuala Lumpur sector,
“Plusliner” operates 30 departure times daily from either side as early as 4.30 a.m. “Plusliner” also serves
other destinations like Kulim, Alor Setar, Bukit Kayu Hitam, Padang Besar, Lumut (Pangkor), Batu Gajah/
Seri Iskandar and following a formal approval from the authority in mid May 2008, Plusliner now extends
its express service from Ipoh via new Guthrie expressway to Shah Alam and to KLIA/LCCT.
In terms of product innovation, “Plusliner” was the first to introduce a unique 14 solo-seater combined with
12 couple-seater arrangement in its 41-seater single deck highway economy express. “Plusliner” was
also the first to introduce digital quality entertainment via big screen LCD for its passengers to interact
with on-board sms contest while watching movies. Plusliner Sdn Bhd pioneered the repair and maintenance
contract with the original chassis manufacturer since the year 2000. Hence the entire fleet is under such
scheme from day one.
Headed by a Sales Operations Manager, “Plusliner” operates 14 routes with a potential capacity of
95 buses/permits. Some of the buses are still under production. Majority of its sales outlet are managed
by professional ticketing agents and have started to deploy the same e-ticketing system that is used by
“Transnasional” beginning 2008.
All executive/luxury coaches under Plusliner Sdn Bhd, a subsidiary company of Park May Berhad, as
well as under Transnasional Express Sdn Bhd, a subsidiary of KKMB, are both branded as “Nice”
executive coaches. “Nice” was one of the firsts in the country to introduce executives coaches with full on-
board services hosted by steward/stewardess throughout the journey. A more luxurious sub-brand “Nice++”
was further launched in June 2005, the first executive coach in the country with individual LCD screen for
its passengers to watch a selection of pre-programmed movie of their choice. “Nice” executive coaches
are also the first and only kind in the country with its service pantry located at the front of the coach to
give its passengers an “airline” feel, at the same time isolate its passengers from the undesirable frontal
traffic noises and view. Today, compared to its competitors, “Nice++” is the most frequent executive coach
services with 20 departure times daily between Kuala Lumpur and Singapore.
In KL Main Terminal and Copthorne Orchid Hotel in Singapore, “Nice” passengers can relax and enjoy free
snacks/drinks and also surf the net at the fully air-conditioned ‘executive lounges’ specially prepared for
them. Also, in mid May 2008, “Nice” launches another first in the country, i.e. the executive coach service
between Singapore and Kuantan. It is envisaged that more discerning passengers will frequent the first
gateway of the new Eastern Economic Corridor.
Several new buses are under production to beef up the existing fleet. When completed, “Nice” will have
a fleet capacity of 51 buses, the same quantity that it had several years ago had it not due to Park May
Berhad’s PN4 status. Nevertheless, “Nice” is still the largest operator in the country providing luxury/
executive coach services and is supported by more than 20,000 members that were registered as “Nice”
loyalty card members whom are privileged with points that can be exchanged with free tickets, merchandizes
and holiday packages.
This division focuses on generating revenue from non-ticketing business such as managing special/event
charters, holiday packages, government travel warrants and advertising on buses as additional income to
the group. This division has enormous potential for expansion arising from other business opportunities
surrounding the public bus transport industry.
OPERATIONS SUMMARY
Apart from merging areas of management duplication following the birth of KTB and breaking them into
respective regions by brands and management territories, all operating divisions are focusing on initiatives to
continually reduce operating costs, rationalize vehicle fleet size and routings, concentrate on profitable and
high potential routes, increase efforts to lure more passengers, simplify management control system and at the
same time provide the best in quality service including vehicle and passenger safety.
Following last August’s tragic incident involving a competitor in Bukit Gantang that claimed many lives, KTB
has launched many new initiatives on top of the current practices focusing on vehicle and passenger safety.
A Geographical Positioning System (GPS) i.e. a tool for fleet management/monitoring system via satellite are
now made available on all “Nice” executive coaches, “Plusliner” highway economy express and a number of
“Transnasional” coaches since February 2008.
At the same time, KTB had been working closely with Malaysian Institute for Road Safety (MIROS) and
Jabatan Keselamatan Jalanraya (JKJR) for the trial and implementation on new driving/working shift pattern
to reduce fatigue level amongst express drivers. It is proven that reduction in fatigue level helps to reduce
accidents. So far, all “Nice”, “Plusliner” and selected “Transnasional” routes are already implementing this new
method. A new driver log book focusing on vehicle thorough inspection at the beginning of driver’s working shift
plus details on driver’s driving and resting hours, was also launched in April 2008.
In addition, as at May 2008, KTB has sent more than 500 of its express drivers for a two-day driving refresher
course conducted by the Automotive Center of Excellence (ACE), an independent party that is fully recognized
by the authority to improve driver’s competency especially on safe driving. This is an ongoing process.
KTB with its four leading brands is now the largest public bus operator in the country and will continue to
upgrade its services and standards from time to time. It is hoped that each of its four brands will continue to be
the most preferred brands in the industry that focuses on providing the best service at the right cost through
innovations, whilst emphasizing professionalism, quality and safety as pre-requisites in conducting day-to-day
business of transporting passengers all year round.
37 Statement by Directors
37 Statutory Declaration
43 Income Statement
85 Analysis of Shareholding
87 List of Properties
Proxy Form
DIRECTORS’ REPORT
The directors hereby present their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2007.
PRINCIPAL ACTIVITIES
The principal activities of the subsidiaries are described in Note 38 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
RESULTS
Group Company
RM’000 RM’000
9,717 189
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
financial statements.
In the opinion of the directors, the results of the operations of the Group and the Company during the financial year were
not substantially affected by any item, transaction or event of a material and unusual nature other than:
(a) the effects arising from the gain on disposal of property, plant and equipment as disclosed in Note 4 to the financial
statements; and
(b) the effects arising from changes in estimates where the residual values of certain buses were revised resulting in an
increase in the Group’s profit before tax by RM3,006,543 as disclosed in Note 2.4 to the financial
statements.
DIRECTORS
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures
of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed
salary of a full-time employee of the Company as shown in Note 6 to the financial statements) by reason of a contract made
by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in
which he has a substantial financial interest, except as disclosed in Note 32 to the financial statements.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year
in shares in the Company or its related corporations during the financial year were as follows:
Direct Interest:
Indirect Interest:
Indirect Interest:
Dato’ Mohd Nadzmi bin Mohd Salleh by virtue of his interest in shares of the ultimate holding company is also deemed
interested in shares of the Company and all the Company’s subsidiaries to the extent the ultimate holding company
has an interest.
ISSUE OF SHARES
During the financial year, pursuant to the Restructuring Scheme of Park May Berhad (“Park May”) as disclosed
in Note 33 to the financial statements, the Company increased its issued and paid-up ordinary share capital from
RM126,000,000 to RM150,998,674 by way of issuance of 49,997,348 ordinary shares of RM0.50 each for the
acquisition of the entire issued and paid up ordinary share capital of Park May.
The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary
shares of the Company.
On 26 June 2007, the Company issued 63,000,000 of 3-year ICSLS 2007/2010 at nominal amount of RM1 each. The
ICSLS was issued to the holder of RM63,000,000 outstanding Commercial Papers/ Medium Term Notes (“CP/MTN”)
of Park May as full and final settlement of the CP/ MTN. The issuance of the ICSLS was pursuant to the Restructuring
Scheme of Park May as disclosed in Note 33 to the financial statements.
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors
took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that
adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be expected
so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements
of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
(c) 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 inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
or financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial
year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(i) no contingent or other liability has 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 or of the
Company to meet their obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group or of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS
In addition to the significant events disclosed elsewhere in this report, other significant events are disclosed in Note
14(b), 21, 30 and 33 to the financial statements.
SUBSEQUENT EVENT
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 28 April 2008.
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
We, Dato’ Mohd Nadzmi bin Mohd Salleh and Tengku Mohd Hasmadi bin Tengku Hashim, being two of the directors
of Konsortium Transnasional Berhad, do hereby state that, in the opinion of the directors, the accompanying financial
statements set out on pages 39 to 84 are drawn up in accordance with the provisions of the Companies Act, 1965 and
applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the
Group and of the Company as at 31 December 2007 and of the results and the cash flows of the Group and of the
Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 28 April 2008.
STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Tan Swee Hock, being the officer primarily responsible for the financial management of Konsortium Transnasional
Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 39 to 84 are
in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue
of the provisions of the Statutory Declarations Act, 1960.
Before me,
We have audited the financial statements set out on pages 39 to 84. These financial statements are the responsibility
of the Company’s directors.
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report
our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose.
We do not assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act,
1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2007 and of the results and the
cash flows of the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have
not acted as auditors, as indicated in Note 38 to the financial statements, being financial statements that have been
included in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the
consolidated financial statements and we have received satisfactory information and explanations required by us for
those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to
the consolidated financial statements and did not include any comment required to be made under Section 174(3) of
the Act.
Attributable to:
Equity holders of the Company 9,896 14,082
Minority interests (179) -
9,717 14,082
ASSETS
Non-current assets
Property, plant and equipment 11 252,211 183,863
Prepaid land lease payment 12 2,317 2,775
Investment properties 13 1,002 -
Other investments 14(c) 109 109
Goodwill on consolidation 15 87,084 -
Deferred tax assets 26 3,961 1,862
346,684 188,609
Current assets
Inventories 16 1,416 1,333
Other receivables 17 21,478 17,754
Trade receivables 18 16,706 1,405
Amount due from related companies 19 51,798 58,073
Tax recoverable 2,748 1,585
Cash and bank balances 20 2,312 3,809
96,458 83,959
Non-current liabilities
Borrowings 23 116,308 91,684
Provision for retirement benefits 25 10,707 9,051
Deferred tax liabilities 26 7,936 4,198
ICSLS 30 2,222 -
137,173 104,933
Current liabilities
Borrowings 23 61,519 43,023
Other payables 27 24,948 14,996
Trade payables 28 21,282 17,799
Amount due to related companies 29 24,643 18,789
Provision for taxation 6,468 3,734
Provision for retirement benefits 25 484 571
ICSLS 30 3,562 -
142,906 98,912
2007 2006
RM’000 RM’000
CASH AND CASH EQUIVALENTS AT THE END OF YEAR (NOTE 20) 2,312 3,809
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007
Non-current assets
Property, plant and equipment 11 218 -
Investment in subsidiaries 14 150,309 125,000
Deferred tax assets 26 1,498 -
152,025 125,000
Current assets
Inventories 16 18 -
Other receivables 17 1,069 -
Amount due from related companies 19 65,204 730
Cash and bank balances 20 8 54
66,299 784
7,920 701
2007 2006
RM’000 RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
1. CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main
Board of Bursa Malaysia Securities Berhad. The registered office of the Company is located at No. 38, Jalan Chow
Kit, 50350 Kuala Lumpur.
The immediate holding, penultimate holding and ultimate holding company of the Company is Kumpulan Kenderaan
Malaysia Berhad (“KKMB”), Nadicorp Holdings Sdn Bhd and Nadi Corporation Sdn. Bhd. respectively, all of which
are companies incorporated in Malaysia.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are described
in Note 38 to the financial statements. There have been no significant changes in the nature of these activities during
the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 28 April 2008.
The financial statements comply with the provisions of the Companies Act, 1965 and applicable Financial Reporting
Standards in Malaysia. At the beginning of the current financial year, the Group and Company had adopted new and
revised FRSs which are mandatory for financial periods beginning on or after 1 January 2007 as described fully in
Note 2.3.
The financial statements of the Group and Company have also been prepared on a historical basis and are presented
in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise
indicated.
Subsidiaries are entities over which the Group has the ability to control the financial and operating
policies so as to obtain benefits from their activities. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when assessing whether the Group has
such power over another entity.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less
impairment losses. On disposal of such investments, the difference between net disposal proceeds
and their carrying amounts is included in profit or loss.
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the balance sheet date. The financial statements of the subsidiaries are prepared for
the same reporting date as the Company. Subsidiaries acquired in 2005 under internal group
restructuring arrangements are accounted for in consolidation under the merger method.
Under the merger method of accounting, the results of the subsidiaries are included in the consolidated
income statement as if the merger had been effected throughout the current financial year and previous
years. On consolidation, the difference between the carrying value of the investment and the fair value
of shares issued is transferred to a merger reserve or deficit, as applicable. Any resulting debit
difference is adjusted against any suitable reserve. Where it is impractible to determine the fair value
of shares issued, the nominal value is used instead.
46 ANNUAL REPORT 2007
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in
the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition
is recognised immediately in profit or loss.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the
Group. It is measured at the minorities’ share of the subsidiaries’ identifiable assets and liabilities at
the acquisition date and the minorities’ share of changes in the subsidiaries’ equity since then.
In preparing the consolidated financial statements, intragroup balances, transactions and unrealised
gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated
financial statements for like transactions and events in similar circumstances.
(b) Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the
cost of business combination over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less any
accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment,
annually or more frequently if events or changes in circumstances indicate that the carrying value may
be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating
to the entity sold.
Revenue is recognised when it is probable that the economic benefits associated with the transaction will
flow to the Group and the amount of the revenue can be measured reliably.
(i) Passenger ticket sales are recognised as revenue, net of discounts, in the income statement when the
transportation services are rendered.
(ii) Charter services, insurance commission and goods fare are recognised as revenue in the income
statement when the transportation services are rendered.
(iii) Management fees are recognised as income as and when the services are rendered.
(iv) Advertisement income is recognised on a straight line basis over the period of service.
(v) Revenue relating to the sale of buses is recognised upon the transfer of risks and rewards.
All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included
in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can
be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to the income statement during the financial period in which they are incurred.
Long term leasehold buildings Over the remaining period of the lease
Buildings 50 years
Workshop equipment 5 - 10 years
Furniture, fittings and office equipment 3 - 10 years
Ticketing machines 5 years
Renovations 10 years
Computer equipment 5 years
Buses and motor vehicles 4 - 10 years
Land and buildings of the Group have not been revalued since they were first revalued in 1981. The
directors have not adopted a policy of regular revaluation of such assets. As permitted under the
transitional provisions of International Accounting Standard No.16 (Revised): Property, Plant and
Equipment adopted by the Malaysian Accounting Standards Board, these assets are stated at their
respective valuation less accumulated depreciation and accumulated impairment losses.
The revaluation surplus realised through depreciation of the revalued property, plant and equipment is
taken directly to retained earnings.
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any
and the net carrying amount is recognised in profit or loss.
Investment properties are properties which are held either to earn rental income or for capital appreciation
or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and any accumulated
impairment losses.
Investment properties are derecognised when either they have been disposed off or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss
in the year in which they arise.
(f) Inventories
Cost is determined using the first in, first-out method. The cost of inventories represents cost of purchase.
Net realisable value represents the estimated selling price less all estimated costs to be incurred in selling
and distribution.
48 ANNUAL REPORT 2007
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
Assets acquired by way of hire-purchase or finance leases are stated at an amount equal to
the lower of their fair values and the present value of the minimum lease payments at the
inception of the leases, less accumulated depreciation and impairment losses. The corresponding
liability is included in the balance sheet as borrowings. In calculating the present value of the
minimum lease payments, the discount factor used is the interest rate implicit in the lease, when
it is practicable to determine; otherwise, the Company’s incremental borrowing rate is used. Any
initial direct costs are also added to the carrying amount of such assets.
Lease payments are apportioned between the finance costs and the reduction of the outstanding
liability. Finance costs, which represent the differences between the total leasing commitments
and the fair value of the assets acquired, are recognised in the profit and loss over the term of
the relevant lease so as to produce a constant periodic rate of charge on the remaining balance
of the obligations for each accounting period.
The depreciation policy for leased assets is in accordance with that for depreciable property,
plant and equipment as described in Note 2.2(d).
Operating lease payments are recognised as an expense on a straight-line basis over the term
of the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as
a reduction of rental expense over the lease term on a straight-line basis.
In the case of a lease of land and buildings, the minimum lease payments or the up-front payments
are allocated, whenever necessary, between the land and the buildings elements in proportion
to the relative fair values for leasehold interests in the land element and buildings element of the
lease at the inception of the lease. The up-front payment represents prepaid lease payments and
are amortised on a straight-line basis over the lease term.
The carrying amounts of assets, other than investment property, inventories, and deferred tax assets
are reviewed at each balance sheet date to determine whether there is any indication of impairment.
If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of
impairment loss.
For goodwill the recoverable amount is estimated at each balance sheet date or more frequently
when indicators of impairment are identified.
For the purpose of impairment testing of these assets, recoverable amount is determined on an
individual asset basis unless the asset does not generate cash flows that are largely independent
of those from other assets. If this is the case, recoverable amount is determined for the cash-generating
unit (CGU) to which the asset belongs to. Goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to
benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the
Group are assigned to those units or groups of units.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and
its value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the
carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
An impairment loss is recognised in profit or loss in the period in which it arises. Impairment loss
on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill
is reversed if, and only if, there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. The carrying amount of an asset
other than goodwill is increased to its revised recoverable amount, provided that this amount does not
exceed the carrying amount that would have been determined (net of amortisation or depreciation)
had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for
an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued
amount, in which case, such reversal is treated as a revaluation increase.
The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“the functional currency”).
The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the
Company’s functional currency.
The results and financial position of foreign operations that have a functional currency different
from the presentation currency (RM) of the consolidated financial statements are translated into
RM as follows:
- Assets and liabilities for each balance sheet presented are translated at the closing rate
prevailing at the balance sheet date;
- Income and expenses for each income statement are translated at average exchange rates for
the year, which approximates the exchange rates at the dates of the transactions; and
- All resulting exchange differences are taken to the foreign currency translation reserve within equity.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated
as assets and liabilities of the foreign operations and are recorded in the functional currency of
the foreign operations and translated at the closing rate at the balance sheet date.
Financial instruments are recognised in the balance sheet when the Group has become a party to the
contractual provisions of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the
contractual arrangement. Interest, dividends, gains and losses relating to the financial instrument
classified as a liability, are reported as expense or income. Distributions to holders of financial
instruments classified as equity are recognised directly in equity. Financial instruments are offset
when the Group has a legally unforceable right to offset and intends to sell either on a net basis or to
realise the asset and settle the liability simultaneously.
For the purposes of the cash flow statements to financial instruments, cash and cash equivalents
include cash on hand and at bank and deposit at cash and short term highly liquid investments
which have an insignificant risk of changes in value, net of outstanding bank overdrafts.
Non-current investments other than investments in subsidiaries and associates are stated at
cost less impairment losses. On disposal of an investment, the difference between the net
disposal proceeds and its carrying amount is recognised in profit or loss.
ANNUAL REPORT 2007 51
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
(iii) Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified.
An estimate is made for doubtful debts based on a review of all outstanding amounts as at the
balance sheet date.
(iv) Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for
goods and services received.
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity
in the period in which they are declared.
The transaction costs of an equity transaction are accounted for as deduction from equity, net of
tax. Equity transaction costs comprise only those incremental external costs directly attributable
to the equity transaction which would otherwise have been avoided.
Under the effective interest rate method, the interest expense on the liability component is
calculated by applying the prevailing market interest rate for a similar convertible loan stocks to
the instrument at the date of issue. The difference between this amount and the interest paid is
added to the carrying amount of the ICSLS.
All loans and borrowings are initially recognised at the fair value of the consideration received less
directly attributable transaction costs. After initial recognition, interest bearing loans and
borrowings are subsequently measured at amortised cost using the effective method.
2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
2.3 New and Revised Financial Reporting Standards (“FRS”)
On 1 January 2007, the Group adopted the following FRSs mandatory for financial periods beginning on
or after 1 January 2007:
Other than FRS117, the adoption of the above FRSs does not result in significant changes in accounting
policies of the Group.
The Group has not early adopted the following new and revised FRSs and IC Interpretations:
The effects of FRS 139, if any, upon its initial recognition are exempted from disclosure. The other new
and revised FRSs and IC Interpretations are not early adopted by the Group and are not expected to have
a significant impact on the financial statements of the Group upon their initial application
The principal effects of the changes in accounting policies resulting from the adoption of the other new/
revised FRSs are discussed below.
Prior to 1 January 2007, leasehold land held for own use was classified as property, plant and
equipment and was stated at cost less accumulated depreciation and impairment losses. The adoption
of the revised FRS117 has resulted in a change in the accounting policy relating to the classification
of leases of land and buildings. Leases of land and buildings are classified as operating or finance
leases in the same way as leases of other assets and the land and buildings elements of a lease of
land and buildings are considered separately for the purposes of lease classification.
Leasehold land held for own use is now classified as operating lease and where necessary, the
minimum lease payments or the up-front payments are allocated between the land and buildings
elements in proportion to the relative fair values for leasehold interests in the land and buildings
elements of the lease respectively at the inception of the lease. The up-front payment represents
prepaid lease payments and are amortised on a straight-line basis over the lease term.
ANNUAL REPORT 2007 53
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
The Group has applied the change in accounting policy in respect of leasehold land in accordance
with the FRS 117. At 1 January 2007, the unamortised amount of leasehold land is retained as the
surrogate carrying amount of prepaid lease payments as allowed by the transitional provisions. The
reclassification of leasehold land as prepaid lease payments has been accounted for retrospectively by
restating the following opening balances of the Group as at 1 January 2007. There were no effects on
the consolidated income statement for the year ended 31 December 2007.
Estimates of the extent to which the consolidated balance sheet as at 31 December 2007 is higher or
lower than it would have been had the previous policy been applied in the current year is as follows:
Increase /
(Decrease)
RM’000
Group
The effects of adopting FRS 117 has been accounted for retrospectively and comparatives have been
restated as follows:
Previously Increase /
Stated (Decrease) Restated
RM’000 RM’000 RM’000
Group
The revised FRS 116: Property, Plant and Equipment requires the review of the residual value and useful
life of an item of property, plant and equipment at least at each financial year end. The Group revised
the residual values with effect from 1 January 2007. The revisions were accounted for prospectively as
a change in accounting estimates and as a result, the depreciation charges of the Group for the current
financial year have been reduced by RM3,006,543.
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed below.
The cost of buses is depreciated on a straight-line basis over the assets’ useful lives. Management
estimates the useful lives of these buses to be 10 years. These are common life expectancies applied
in the bus industry. Changes in the expected level of usage could impact the economic useful lives
and the residual values of these assets, therefore future depreciation charges could be revised.
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value-in-use of the cash-generating units (“CGU”) to which goodwill is allocated.
Estimating a value-in-use amount requires management to make an estimate of the expected future
cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present
value of those cash flows. The carrying amounts of goodwill as at 31 December 2007 were
RM87,083,517 (2006: Nil). Further details are disclosed in Note 15.
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to
the extent that it is probable that taxable profit will be available against which the losses and capital
allowances can be utilised. Significant management judgement is required to determine the amount
of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable
profits together with future tax planning strategies.
The total carrying value of recognised tax losses and capital allowances of the Group was RM3,961,000
(2006: RM1,862,000) and the unrecognised tax losses, capital allowances and other temporary
differences of the Group was RM1,615,000 (2006: RM453,000).
3. REVENUE
GROUP
2007 2006
RM’000 RM’000
261,250 228,909
4. OTHER INCOME
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
5. STAFF COSTS
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Included in staff costs of the Group and of the Company are executive directors’ remuneration amounting RM689,150
(2006: Nil) and RM689,150 (2006: Nil) respectively as further disclosed in Note 6.
6. DIRECTORS’ REMUNERATION
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Executive:
Salaries and other emoluments 689 - 689 -
Non-Executive:
Fees 91 - 91 -
Salaries and other emoluments 16 - 16 -
107 - 107 -
The number of directors of the Company whose total remuneration during the year fell within the following bands is
analysed below:
Number of directors
2007 2006
Executive directors:
RM200,001 - RM250,000 1 -
RM450,001 - RM500,000 1 -
Non-executive directors:
RM1 - RM50,000 3 -
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
8. FINANCE COSTS
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Income tax:
Current year’s provision 3,117 5 ,209 171 -
Under/(over) provision in prior year 177 ( 3,769) - -
Deferred taxation:
Relating to origination and reversal of
temporary differences (749) (1,850) 290 -
Under/(over) provision in prior year 1,517 (2,944) - -
Domestic income tax is calculated at the Malaysian statutory rate of 27% (2006: 28%) of the estimated assessable
profit for the year. The domestic statutory tax rate will be reduced to 26% from the current year’s rate of 27%,
effective year of assessment 2008. The computation of deferred tax as at 31 December 2007 has reflected these
changes. Taxation for other jurisdiction is calculated at the rates prevailing in the respective jurisdiction.
A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and Company are as follows:
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
(a) Basic
Basic earnings per share is calculated by dividing the profit for the year attributable to the equity holders of
the Company by the weighted average number of ordinary shares in issue during the financial year, as follows:
GROUP
2007 2006
Profit attributable to ordinary equity holders of the Company (RM’000) 9,896 14,082
Weighted average number of ordinary shares in in issue (‘000) 276,999 252,000
Basic earnings per share (sen) 3.57 5.59
(b) Diluted
For the purpose of calculating diluted earnings per share, the profit for the year and the weighted average
number of ordinary shares in issue during the year have been adjusted for the dilutive effects of all potential
ordinary shares i.e. ICSLS.
GROUP
2007 2006
Profit attributable to ordinary equity holders of the Company (RM’000) 9,896 14,082
Office
Equipment Computer
and Equipment Buses
Land Furniture and Capital and
and and Workshop work-in- Motor
Group Building* Fittings Equipment Progress Vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 31 December 2007
Cost/Valuation
Accumulated Depreciation
and Impairment
Office
Equipment Computer
and E
quipment Buses
Land Furniture and and
and and Workshop Motor
Group Building* Fittings E
quipment Vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 31 December 2006
Cost/Valuation
Building Building
on on
Freehold Leasehold Freehold
Group Land Land Land Total
RM’000 RM’000 RM’000 RM’000
At 31 December 2007
Cost/Valuation
Representing:
At cost 131 2,169 11,362 13,662
At valuation 2,968 3,178 - 6,146
At 31 December
At cost 131 1,070 8,017 9,218
At valuation 2,968 2,046 - 5,014
Office
Equipment Computer
and E
quipment Buses
Land Furniture and and
and and Workshop Motor
Group Building* Fittings E
quipment Vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 31 December 2006
Cost/Valuation
Representing:
At cost 3,571 2,169 4,642 10,382
At valuation 2,968 3,178 - 6,146
Accumulated Depreciation
and Impairment
At 31 December
At cost 3,571 1,121 3,337 8,029
At valuation 2,968 2,090 - 5,058
Office
Equipment Computer
and Equipment
Furniture and
and Workshop
Group Fittings Equipment Total
RM’000 RM’000 RM’000
Company
At 31 December 2007
Cost
At 1 January - - -
Additions 168 58 226
At 1 January - - -
Charge for the year 6 2 8
At 31 December 6 2 8
(a) Included in property, plant and equipment of the Group are buses with net book value of RM198,188,862 (2006:
RM149,312,903) held under finance lease arrangements. Details of the terms and conditions of the hire
purchase and finance lease arrangements are disclosed in Note 24.
(b) Due to the absence of historical records, the net book values of revalued land and buildings, had the revalued
assets been carried at historical cost less accumulated depreciation, are not disclosed.
(c) During the year, the Group acquired property, plant and equipment with an aggregate cost of RM74,235,122
(2006: RM51,959,625) of which RM65,848,467 (2006: RM46,133,934) was acquired by means of finance
lease arrangement. Buses costing RM11,536,089 (2006: RM1,749,152) were purchased on credit pending
financing arrangements as at the end of the current financial year.
(d) The net carrying amounts of property, plant and equipment pledged as securities for borrowings (Note 23) and
ICSLS (Note 30) are as follows:
GROUP
2007 2006
RM’000 RM’000
7 ,461 1 ,559
Accumulated Amortisation
Carrying amounts
Analysed as:
Long term leasehold land 316 436
Short term leasehold land * 2,001 2 ,339
2,317 2 ,775
* Short term leases refer to leasehold land that has an unexpired period of 50 (2006: 50) years or less.
Leasehold land with an aggregate carrying value of RM1,091,000 (2006: RM1,133,000) are pledged as securities
for borrowings (Note 23).
Freehold land
and buildings
Group RM’000
At 31 December 2007
Cost
At 1 January -
Acquisition of subsidiary (Note 14(b)(i)) 1,023
At 31 December 1,023
Accumulated Amortisation
At 1 January -
Amortisation for the year 21
At 31 December 21
Certain investment properties leased to third parties are charged as securities for borrowings (Note 23).
Fair value of investment properties as at 31 December 2007 was estimated by the directors based in market value
of comparable properties, to be approximately RM1,106,000.
14. INVESTMENTS
On 6 June 2007, pursuant to the Restructuring Scheme of Park May as disclosed in Note 33, the Company
had acquired the entire issued and paid-up share capital of Park May comprising 74,996,022 ordinary
shares of RM1.00 each for a total purchase consideration of RM24,998,674 satisfied by the issuance of
49,997,348 new ordinary shares in the Company at par value of RM0.50 per ordinary share.
The acquired subsidiary has contributed the following results to the Group:
2007
RM’000
Revenue 26,554
Profit for the year 11
If the acquisition had occurred on 1 January 2007, the Group’s revenue and profit for the year would have
been RM282,332,973 and RM6,996,995.
The fair values of the assets acquired and liabilities assumed from the acquisition of the subsidiary were as follows:
RM’000
There were no other cash flow implications on the acquisition except for the cash and cash equivalents of
Park May and its subsidiaries acquired totalling RM1,934,212.
On 24 April 2007, the Company acquired 70% equity interest in PTI, a private limited company incorporated
in Indonesia, for a total cash consideration of USD70,000, amounting to approximately RM240,000.
The acquired subsidiary has contributed the following results to the Group:
2007
RM’000
Revenue 12,404
Profit for the year (462)
If the acquisition had occurred on 1 January 2007, the Group’s revenue and profit for the year would have
been RM262,705,812 and RM9,447,548, respectively.
The fair values of the assets acquired and liabilities assumed from the acquisition of the subsidiary were as follows:
RM’000
During the year, Langkasuka increased its ordinary paid-up share capital from 18,000 to 25,000 of RM10
each. The Company subscribed for an additional 7,000 ordinary shares of RM10 each for a cash consideration
of RM70,000. The Company’s interest in Langkasuka remains at 100% subsequent to the issuance of the
additional ordinary paid-up share capital.
GROUP
2007 2006
RM’000 RM’000
Carrying value - -
15. GOODWILL
GROUP
2007 2006
RM’000 RM’000
At 1 January - -
Acquisition of subsidiaries 87,084 -
At 31 December 87,084 -
Allocation of goodwill
Goodwill has been allocated to the Malaysia bus operation cash-generating unit (“CGU”).
The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow projections
based on financial budgets approved by the Board of Directors covering a five-year period.
The following describes each key assumption on which management has based its cash flow projections to
undertake impairment testing of goodwill:
Fuel cost per litre is projected to increase by 30% in 2008 compared to 2007. This increase is expected to
be compensated by fuel savings of 30% from introduction of Natural Gas Vehicle (“NGV”) buses in 2008. No
further change in fuel cost after 2008 is assumed.
The average traffic growth is assumed to be at 8% based on the Group’s business plan to introduce new routes
and to increase capacity of existing routes.
The Group’s proposal to increase bus fares will be approved by the Government by the second half of 2008
resulting in an increase of fares by 30%. There are no further fare increase assumed for subsequent years.
The discount rate used at 10% is pre-tax and reflect specific risks relating to the business operations.
There are reasonably possible changes in key assumptions which could cause the carrying value of the CGU
to exceed its recoverable amount. The actual recoverable amount for this CGU exceeds it carrying amount by
RM11,487,000. The implication of the key assumptions on the recoverable amount are discussed below:
Should fuel cost increase be higher than anticipated by 5% (i.e. 35%), the CGU’s value would be reduced to its
carrying amount.
Should the projected growth rate of 8% be lower by 1% (i.e. 7%), the CGU’s value would be reduced to its
carrying amount.
Should the anticipated fare increase of 30% be lower by 5% (i.e. 25%), the CGU’s valuewould be reduced to its
carrying amount.
ANNUAL REPORT 2007 67
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
16. INVENTORIES
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
At cost:
Diesel 427 480 - -
Lubricant 166 184 - -
Tyres and spare parts 350 499 - -
Tickets stock and others 384 127 18 -
1,327 1,290 18 -
1,416 1,333 18 -
The cost of inventories recognised as an expense during the financial year amounted to RM108,365,853 (2006:
RM94,413,070).
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
GROUP
2007 2006
RM’000 RM’000
16,706 1,405
The Group normal trade credit terms ranges from 15 to 30 days (2006: 15 to 30 days). Other credit terms are
assessed and approved on a case-by-case basis.
The Group has a significant concentration of credit risk that may arise from exposures to a single debtor amounting
to RM12,161,000.
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Trade:
Fellow subsidiaries 7,758 9,830 - -
Immediate holding company 702 1,061 - -
Penultimate holding company 828 729 - -
9,288 11,620 - -
Non-trade:
Subsidiaries - - 65,015 650
Fellow subsidiaries 23,721 27,551 - -
Immediate holding company 10,341 9,954 - -
Penultimate holding company 8,448 8,948 189 80
The amounts due from immediate and penultimate holding companies and fellow subsidiaries are unsecured, bear
interest at 4.5% per annum commencing from 1 June 2007 and have no fixed terms of repayment. Prior to 1 June
2007, these amounts were interest-free.
The amounts due from subsidiaries are unsecured, interest-free and have no fixed terms of repayment.
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
2,312 3,809 8 54
Deposits with licensed banks of the Group include deposits of RM35,000 (2006: Nil) which have been pledged as
security for bank guarantee facilities granted to certain subsidiaries.
Number of Ordinary
Share of RM0.50 Each Amount
2007 2006 2007 2006
’000 ’000 RM’000 RM’000
Authorised:
At 1 January and 31 December 800,000 800,000 400,000 400,000
During the financial year, pursuant to the Restructuring Scheme of Park May as disclosed in Note 33, the Company
increased its issued and paid-up ordinary share capital from RM126,000,000 to RM150,998,674 by way of issuance
of 49,997,348 ordinary shares of RM0.50 each for the acquisition of the entire issued and paid up ordinary share
capital of Park May in exchange with 74,996,022 ordinary shares of RM1 each in Park May as stated in (Note 14b(i)).
The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary
shares of the Company.
Capital reserves relates to share premium in a subsidiary accounted for in consolidation under the merger method
of accounting.
23. BORROWINGS
GROUP
2007 2006
RM’000 RM’000
61,519 43,023
116,308 91,684
Total Borrowings
Secured
Trust receipts 10,000 10,045
Finance lease payables 155,950 123,878
Term loan 11,877 784
177,827 134,707
21,877 10,829
The weighted effective interest rate is 7.88% (2006: 7.25%) per annum and is secured by a first legal charge over
certain freehold land and buildings and leasehold land and buildings of the Group (Note 11 and 13).
GROUP
2007 2006
RM’000 RM’000
Minimum lease payments:
Not later than 1 year 59,613 41,299
Later than 1 year and not later than 2 years 42,668 35,003
Later than 2 years and not later than 5 years 62,447 54,254
Later than 5 years 16,828 13,596
181,556 144,152
Less: Future finance charges (25,606) (20,274)
155,950 123,878
Analysed as:
Due within 12 months (Note 23) 48,875 32,648
Due after 12 months (Note 23) 107,075 91,230
155,950 123,878
The finance lease bore interest during the year of between 1.02% % to 5.50% (2006: 1.02% to 5.50%) per annum.
The Group operates an unfunded, defined benefit Retirement Benefit Scheme for eligible employees. The Group’s
obligations under this Scheme are determined based on triennial actuarial valuation using the projected unit credit
method.
GROUP
2007 2006
RM’000 RM’000
15,989 13,650
Unrecognised actuarial gain (4,798) (4,028)
1,608 537
At 31 December:
Current 484 571
Non current:
Later than 1 year but not later than 2 years 530 791
Later than 2 years but not later than 5 years 699 1,977
Later than 5 years 9,478 6,283
10,707 9,051
11,191 9,622
2007 2006
% %
Discount rate 6 6
Expected price inflation 5 5
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are
as follows:
Accelerated
Capital
Allowances
RM’000
Unabsorbed
Irredeemable Tax Losses
Convertible and Unutilised Provision for
Secured Capital Retirement
Loan Stocks Allowances Benefits Total
RM’000 RM’000 RM’000 RM’000
At 1 January 2007 -
Recognised in the income statement 6
At 31 December 2007 6
At 1 January 2007 -
Recognised in equity (1,788)
Recognised in the income statement 284
Deferred tax assets have not been recognised in respect of the following items:
GROUP
2007 2006
RM’000 RM’000
Unused tax losses - 237
Unabsorbed capital allowances 1,046 216
Other deductible temporary differences 569 -
1,615 453
The unused tax losses and unabsorbed capital allowances of the Group are available indefinitely for offsetting
against future taxable profit of the respective entities within the Group, subject to no substantial change in
shareholdings of those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority.
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Included in sundry payables is the cost of purchase of buses pending finalisation of lease arrangements amounting
to RM11,536,089 (2006: RM1,749,152).
The normal trade credit terms granted to the Group ranges from 30 to 90 days (2006: 30 to 90 days).
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Trade:
Fellow subsidiaries 2,479 12,772 - -
Immediate holding company - 50 - -
2,479 12,822 - -
Non-trade:
Fellow subsidiaries 17,525 5,255 - -
Immediate holding company 2,960 712 432 2
Penultimate holding company 1,679 - 527 -
Subsidiaries - - 2,600 -
The amounts due to immediate and penultimate holding companies, fellow subsidiaries and subsidiaries are
unsecured, interest-free and have no fixed terms of repayment.
On 26 June 2007, the Company issued 63,000,000 of 3-year ICSLS 2007/2010 at nominal amount of RM1 each. The
ICSLS was issued to the holder of RM63,000,000 outstanding Commercial Papers/ Medium Term Notes (“CP/MTN”)
of Park May as full and final settlement of the CP/MTN. The issuance of the ICSLS was pursuant to the Restructuring
Scheme of Park May as disclosed in Note 33 to the financial statements.
The registered holder of the ICSLS has the right at any time during the conversion period to convert the ICSLS
at the conversion price into new ordinary shares of RM0.50 each in the Company.
The ICSLS can be converted into new ordinary shares of RM0.50 each in the Company at any time during the 3 years.
(iv) Redeemability
(v) Interest
The ICSLS bear interest at the rate of 4% per annum based on the nominal amount of the ICSLS payable
quarterly in arrears.
(vi) Security
ICSLS is secured by a second charge on certain freehold and leasehold lands owned by certain subsidiaries
of the Company. A second debenture was created which consists of fixed and floating charge over assets of
certain subsidiaries.
The ICSLS have been split between the liability component and the equity component, representing the fair
value of the conversion option. The amounts recognised in the balance sheet of the Group may be analysed as
follows:
RM’000
Liability component:
At date of issue 6,877
Interest expense recognised in income statement 198
Repayment during the year (1,291)
5,784
Interest expense on the ICSLS is calculated on the effective yield basis by applying the discount rate of 6% per annum.
31. COMMITMENTS
2007 2006
RM’000 RM’000
(a) In addition to the transactions detailed elsewhere in the financial statements, the Group had the following
transactions with related parties during the financial year:
Company Relationship
Park May Berhad (“Park May”) A former related party, in which a director,
Dato’ Mohd Nadzmi bin Mohd Salleh has
interest. During the year, Park May became a
subsidiary
Limora Travel Services Sdn. Bhd. (“LTS”) A subsidiary of penultimate holding company
Nadi Motors Sdn. Bhd. (“Nadi Motors”) A subsidiary of immediate holding company
The United Transport Co. Sdn.Bhd. (“UTC”) A subsidiary of immediate holding company
Trans Express Courier Sdn. Bhd. (“TEC”) A subsidiary of penultimate holding company
Nadi Insurance Services Sdn. Bhd. (“Nadi Insurance”) A subsidiary of the immediate holding
Carefree Premium Sdn. Bhd. (“Carefree”) A subsidiary of the immediate holding company
Ilham Tulen Sdn. Bhd. (“Ilham Tulen”) A company in which a director, Dato’ Mohd Nadzmi bin
Mohd Salleh has interest
2007 2006
RM’000 RM’000
Company
Information regarding outstanding balances arising from related party transactions as at 31 December 2007 are
disclosed in Note 19 and 29.
78 ANNUAL REPORT 2007
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
The directors are of the opinion that all the transactions above have been entered into in the normal course of
business and have been established on negotiated terms which the directors are satisfied as not being
detrimental to the Group and Company.
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly and indirectly, including any director of that entity.
The remuneration of directors and other members of key management during the year was as follows:
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
GROUP COMPANY
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Proposed Corporate and Debt Restructuring scheme (“Scheme”) entered between the Company, Park May Berhad
(“Park May”) and Kumpulan Kenderaan Malaysia Berhad (“KKMB’)
On 11 March 2004, the Company entered into a definitive agreement (“Principal Agreement”) on a proposed
corporate and debt restructuring scheme between Park May and KKMB.
Under the Scheme, the Company proposed to acquire eight (8) subsidiaries of KKMB for a total purchase
consideration of RM125 million by the issuance of 250 million new ordinary shares of RM0.50 each in the Company.
(“the Internal Group Restructuring”). The Internal Group Restructuring was completed in 2005.
In addition, the Company proposed the issuance of 49.998 million new ordinary shares at RM0.50 each to the
existing shareholders of Park May on the basis of two (2) new ordinary shares in the Company for every three (3)
existing ordinary shares of Park May at RM1.00 each prior to the cancellation of ordinary shares in Park May (“the
Proposed Share Exchange”).
Conditional upon the Proposed Share Exchange Event, Park May proposed to cancel the entire enlarged issued and
paid-up capital of Park May, comprising 74.996 million ordinary shares of RM1 each, and to issue 74.996 million new
ordinary shares at RM1.00 each to the Company, that would result in Park May becoming a wholly-owned subsidiary
of the Company (“Proposed Shares Cancellation”).
Conditional upon the Proposed Shares Cancellation, Park May proposed to transfer Park May’s listing status to the
Company and the listing of the entire issued and paid-up share capital of the Company on the Main Board of the
Bursa Malaysia.
The Company had also entered into a Debt Restructuring Agreement with Park May, Affin Discount Berhad and
Malaysian Trustees Berhad for the carrying out of the proposed Debt Restructuring, and the issuance of Irredeemable
Convertible Secured Loan Stocks (“ICSLS”) at nominal value of RM63 million bearing a coupon rate of four (4) per
cent per annum to Affin Discount Berhad, in accordance with the terms and conditions of the debt restructuring
agreement. The additional shares pursuant to the Share Sale Agreement, and the ICSLS had not been issued as at
the date of this report, pending fulfilment of certain condition.
ANNUAL REPORT 2007 79
617580-T
KONSORTIUM TRANSNASIONAL BERHAD
(Incorporated in Malaysia)
The proposed corporate and debt restructuring scheme was approved by the Securities Commission on 27 July 2004.
Park May has submitted an application to the SC for the extension of time from 27 July 2005 until 26 June 2007 for
Park May to complete the Scheme via letter dated 20 December 2006.
On 6 June 2007, the Company acquired the entire issued and paid up share capital of Park May comprising
74,996,022 ordinary shares of RM1.00 each for a total purchase consideration of RM24,998,674 satisfied by the
issuance of 49,997,348 new ordinary shares in the Company at par value of RM0.50 per ordinary share.
On 15 June 2007, the Company was admitted to the Official List of the Main Board of Bursa Malaysia Securities
Berhad in place of Park May.
On 26 June 2007, the Company announced that it has fully completed the Scheme upon the issuance of the ICSLS.
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Group’s businesses whilst managing its interest rate, liquidity and credit risks. The
Group operates within clearly defined guidelines, and the policy is to not engage in speculative transactions.
The Group manages its interest rate exposure by committing into fixed rate borrowings to mitigate the potential
fluctuation in borrowing costs, and review these debt portfolio on a periodic basis.
The information on maturity dates and effective rates of financial assets and liabilities are disclosed in the
respective notes.
The Group actively manages its operating cash flows and the availability of funding so as to ensure that all
repayment and funding needs are met. The Group relies on its related companies’ funding to meet its
working capital requirements. The Group raises long term borrowings from financial institutions to finance its
capital expenditure.
The Group does not have any significant exposure to any individual customer or counterparty nor does it have
any major concentration of credit risk related to any financial instrument except for as disclosed in Note 18.
The aggregate fair values of financial asset and financial liabilities carried on the balance sheet of the Group as
at the end of the financial year are presented as follows:
GROUP
Carrying
Note Amount Fair Value
RM’000 RM’000
Financial asset/(liabilities)
At 31 December 2007:
Quoted investments 14(c) 109 129
Term loans 23 (11,877) (11,709)
ICSLS 30 (5,784) (5,784)
Finance lease payables 24 (155,950) (105,305)
At 31 December 2006:
Quoted investments 14(c) 109 135
Term loans 23 (784) (758)
Finance lease payables 24 (123,878) (122,849)
The fair values have been determined by discounting the relevant cash flows using the effective interest rates
as at the balance sheet date.
The carrying amounts of the cash and cash equivalents, amounts due by or to related companies, receivables
and payables approximate their fair values due to relatively short term nature of these financial instruments.
The Group is principally engaged in the public bus transport business predominantly in Malaysia. No segmental
information is provided on business and geographical segments basis under the requirement of FRS 114.
The directors are of the opinion that all inter-segments transactions have been entered into in the normal course of
business and have been established on terms and conditions that are not materially different from those obtainable
in transactions with unrelated parties.
On 9 April 2008, the Company announced that it had entered into a Share Purchase Agreement (“SPA”) for the
acquisition of 150,002 ordinary shares of RM1 representing the entire issued and paid-up ordinary share capital of
Mobile Advertising Serv. For Transport Ops. Sdn Bhd. (“Mastro”) from its shareholders whom are also the
Company’s directors, Dato’ Mohd Nadzmi bin Mohd Salleh and Tengku Mohd Hasmadi bin Tengku Hashim for a
total cash consideration of RM1. The proposed acquisition is expected to be completed within one month from the
date of SPA.
On 2 June 2003, Siana Corporation Sdn Bhd (“Siana”), a subsidiary of the Company, made claims against Exing
Sdn. Bhd. (“Exing”) in the Kuala Lumpur High Court, RM4,954,595 for breach of service contract dated 1 May 2002
between Siana and Exing.
Exing served its Statement of Defence and counterclaimed of RM7,311,057 against Siana on 22 September 2003.
However, by a court order dated 29 September 2003, Exing was wound up by a third party. Consequently, on 27
January 2004, Siana withdrew its claim against Exing and has filed the Proof of Debt with Official Receiver on 17
January 2005.
On 29 May 2007, Siana was served with a Notice of Demand pursuant to Section 218 of the Companies Act by
Exing. Subsequent to Siana’s application for an injunction to stop Exing from instituting winding up proceeding
against Siana, Exing had withdrawn their Section 218 Notice on 4th December 2007.
Siana has filed its Statement of Defence and Exing (in liquidation) and/or Exing’s lawyer have taken no further steps
to set the matter down for trial and no further date has been fixed by the court.
Siana has been advised by its solicitors that Exing’s claim is subject to proof and may ultimately be proven to be
unsubstantiated with regards to the sum claimed. Further, Siana has been also advised by its solicitors that it has a
sound defence to Exing’s claim.
Kenderaan Klang Banting Berhad (“KKB”) Malaysia 100 100 Public Transportation
services
Kenderaan Labu Sendayan Sdn. Bhd. (“KLS”) Malaysia 100 100 Public Transportation
services
Syarikat Rembau Tampin Sdn. Bhd. (“SRT”) Malaysia 100 100 Public Transportation
services
Transnasional Express Sdn. Bhd. (“TESB”) Malaysia 100 100 Public Transportation
services
Plusliner Travel & Tours Sdn. Bhd. Malaysia 100 - Domestic travel and
tour
Subsidiaries of KLK
Subsidiaries of THSB
Subsidiary of NSB
Subsidiaries of MSHSB
Subsidiaries of UPSB
Subsidiaries of PLSB
Subsidiaries of JHSB
ANALYSIS OF SHAREHOLDINGS
As at 12 May 2008
Authorised Capital : RM400,000,000
Issued and Fully Paid : RM301,997,348
Class of Shares : Ordinary shares of RM0.50
No. of Shareholders : 4,515
Voting Rights : 1 vote per ordinary share
DISTRIBUTION OF SHAREHOLDERS
% of Issued Share
Size of Holdings No. of Shareholders % of Shareholders No. of Shares
Capital
Less than 100 137 3.03 5,436 0.00
100 – 1,000 1,401 31.03 1,009,166 0.33
1,001 – 10,000 2,238 49.57 9,158,815 3.04
10,001 – 100,000 644 14.26 19,387,851 6.42
100,001 to less than
5% of issued shares 92 2.04 83,382,592 27.61
5% and above of
issued shares 3 0.07 189,053,48 62.60
Total 4,515 100.00 301,997,348 100.00
SUBSTANTIAL SHAREHOLDERS
DIRECTORS’ SHAREHOLDINGS
No. Postal Address Registered Approximate Tenure/Date Description/ Estimated Land Audited Date of
Owner Age of of Expiry of Existing Use Area/Built-Up Area NBV as at Acquisition/
Building Lease 31.12.07 Valuation
(RM’000)
1. No. 83D, 2nd Floor, Hock Lee Mansion, KNKL >30 Freehold Flat used as 48 (build-up area) Nil 21.09.2006
Jalan Union, 51000 Sentul, strata staff quarters
Kuala Lumpur
2. No. 85D, 2nd Floor, Hock Lee Mansion, Syarikat >30 Freehold Flat used as 48 (build-up area) 2.7 21.09.2006
Jalan Union, 51000 Sentul, Ekspress Kuala strata staff quarters
Kuala Lumpur Terengganu KL
Sdn Bhd
(Incorporated in Malaysia)
KONSORTIUM TRANSNASIONAL BERHAD
617580-T
3. Lot 1512, Selangor Mansion, 5th Floor, KNKL >30 Freehold Flat rented out 48 (build-up area) Nil 27.10.2006
Jalan Masjid India, Kuala Lumpur strata to third party
4. Lot 3988-3989, Oakland Industrial Park, Jelebu 12 Freehold Office building 7,151 (land area) 1,375.2 21.09.2006
Seremban, Negeri Sembilan with depot 1,186 (built-up area)
5. Lot 104-108, 407-408, Jalan Kg Gajah, CPW 12 Freehold Office building, 5,547 (land area) 1,665.4 19.10.2006
12200 Butterworth, Pulau Pinang bus depot and 1,695 (built-up area)
workshop
6. Lot No. 462 & 1004, No. 3967, Jalan CPW 12 Freehold Office and bus 2,452 (land area) 2,795.2 19.10.2006
Bagan Luar, Butterworth, Pulau Pinang depot 1,032 (built-up area)
7. Lot No. 2729 & 2730 No. 354, Jalan SLE 15 Freehold Bus workshop 323 (land area) 97.3 27.10.2006
Ria, 34200 Parit Buntar, Perak cum depot 330 (built-up area)
8. Lot 9613, Jalan Tronoh, Kg Pancho PSP 13 Freehold Bus workshop 11,509 (land area) 60.0 20.10.2006
Bota Kanan, Perak cum depot 305 (built-up area)
9. G73, Pine Resort Condominium, 49000 Park May 15 99-year Holiday 129 (built-up area) 245.3 22.09.2006
Bukit Fraser, Perak leasehold apartment
expiring on
23.05.2082
10. Lot No. PT 6301, Lot 34.Semambu Leng Huat 15 66-year Office building 8,094 (land area) 475.4 23.09.2006
Industrial Estate, 25350 Kuantan, leasehold with depot 1,755 (built-up area)
Pahang expiring on
24.08.2041
11. Lot 1802, No. 46, Ruby Garden, 27000 Leng Huat 11 Freehold A single-storey 207 (land area) Nil 19.09.2006
Jerantut, Pahang terrace house 102 (built-up area)
12. Lot No. 77675, Taman Nusa Perintis, Tulus Hebat 8 Freehold 3-storey 1,540 (land area) 455.3 27.09.2006
1 HS (D) 258267 Bandar Nusajaya, shopoffice 429 (built-up area)
87
LIST OF PROPERTIES
88
No. Postal Address Registered Approximate Tenure/Date Description/ Estimated Land Audited NBV Date of
Owner Age of of Expiry of Existing Use Area/Built-Up Area as at 31.12.07 Acquisition/
Building Lease (RM’000) Valuation
13. Lot No. 77676, Taman Nusa Perintis, Plusliner 8 Freehold 3-storey shop 1,540 (land area) 594.9 27.09.2006
1 HS (D) 258267 Bandar Nusajaya, office 429 (built-up area)
Mukim of Pulai, Johor Bahru, Johor
14. Lot 138, Jalan Bunga Pekan, 42700 Klang Banting 19 60-year Bus station 4,532 (land area) 384.1 11.12.1996
26.08.2083
20. Unit No. 143-C, Lot 37, Tingkat Bawah, Langkasuka 3 99-year Shop unit 65 (built-up area) 136.7 01.08.2002
Kompleks Alor Setar, Ja;an Kancut, leasehold
05100 Alor Setar, Kedah expiring on
26.08.2083
(Incorporated in Malaysia)
21. No. 18, Jalan Gagah, Kawasan Transnasional 2 60-year Bus depot 6,273 (land area) 1,651.0 01.05.2003
Perindustrian Larkin, 80350 Ulu Tiram, leasehold 1,754 (built-up area)
Johor expiring on
8.09.2032
22. Jalan Raja Perempuan Zainab II, 16150 SKMK 3 Freehold Office and bus 38,178 (land area) 1,248.7 01.01.1982
Kota Bharu, Kelantan depot 5,708 (built-up area)
KONSORTIUM TRANSNASIONAL BERHAD
LIST OF PROPERTIES
No. Postal Address Registered Approximate Tenure/Date Description/ Estimated Land Audited Date of
Owner Age of of Expiry of Existing Use Area/Built-Up Area NBV as at Acquisition/
Building Lease 31.12.07 Valuation
(RM’000)
23. Lot 49, Jalan Pasir Puteh, 15200 Kota SKMK 3 Freehold Bus station 5,192 (land area) 661.0 01.01.1982
Bharu, Kelantan and workshop 612 (built-up area)
24. Lot 43, Jalan Pasir Puteh, 15200 Kota SKMK 12 Freehold Vacant 3,068 (land area) 839.0 01.01.1982
Bharu, Kelantan
25. No. 2832-A, Jalan Pendek, 15000 Kota SKMK 21 99-year Bus station 1,248 (land area) 1,335.2 01.01.1982
Bharu, Kelantan leasehold 618 (built-up area)
expiring on
31.10.2050
(Incorporated in Malaysia)
KONSORTIUM TRANSNASIONAL BERHAD
617580-T
26. Lot 177, Stesyen Bas S.K.M.K., 16200 SKMK 22 99-year Bus station 1,770 (land area) 164.8 01.01.2003
Tumpat, Kelantan leasehold 574 (built-up area)
expiring on
1.02.2071
27. 159A, Jalan Limbongan, 16800 Pasir SKMK 13 Freehold Vacant 457 (land area) 1.5 01.01.1952
Puteh, Kelantan
28. 276C, Jalan Kota Bharu, 16800 Pasir SKMK 39 Freehold Bus depot 4,365 (land area) 288.0 01.01.1992
Puteh, Kelantan 269 (built-up area)
29. 9, Kawasan Perusahaan, Batu 4, Tanah PKINK (Refer to 20 66-year Bus depot 36,433 (land area) 601.9 01.01.1985
Merah, Kelantan Section 3(v) of leasehold 486 (built-up area)
this Prospectus) expiring on
6.11.2047
30. 6, Stesen Bas Tanah Merah, Kelantan SKMK 17 Freehold Bus station 1,886 (land area) 398.1 01.01.1988
560 (built-up area)
31. Stesyen Bas SKMK Machang, 18500 SKMK 23 99-year Bus station 1,485 (land area) 206.8 01.01.1982
Machang, Kelantan leasehold 748 ( built-up area)
expiring on
14.05.2059
32. lot 3, Jalan Pasir Puteh, Bandar SKMK 21 99-year Bus station 2,736 (land area) 128.9 01.01.1985
Machang, Kelantan leasehold 148 ( built-up area)
expiring on
13.11.2080
33. 2394, Jalan Ah Sang, 18000 Kuala SKMK 19 33-year Bus station 3,011 (land area) 131.3 01.01.1987
Krai, Kelantan leasehold and depot 421 (built-up area)
expiring on
89
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PROXY FORM
KONSORTIUM TRANSNASIONAL BERHAD (617580-T)
(Incorporated in Malaysia)
NO. OF ORDINARY
SHARES HELD
I/We
of
of
or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at
the Fourth Annual General Meeting of the Company to be held at the Ball Room, Level 1, Kuala Lumpur
International Hotel, Jalan Raja Muda Abd Aziz, 50738 Kuala Lumpur on Tuesday 24th June 2008 at 10.00 a.m.
and at any adjournment thereof, in the manner indicated below:-
(Please indicate with an “X” in the spaces provided how you wish your vote to be cast. If you do not do so, the
proxy will vote or abstain from voting at his/her discretion.)
Signature / Seal
NOTE:
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy
may but need not be a member of the Company.
The proxy form must be deposited at the Company’s registered office at No. 38, Jalan Chow Kit, 50350 Kuala Lumpur not less than forty-
eight (48) hours before the time fixed for holding the meeting and at any adjournment thereof.
Where a member of the Company appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportion
of his shareholding to be represented by each proxy is specified.
The Proxy Form must be signed by the appointer or his attorney duly authorized in writing or if the appointer is a corporation, either under
its common seal or the hand of its attorney duly authorized.
fold here
Company Secretary
KONSORTIUM TRANSNASIONAL BERHAD (617580-T)
No 38, Jalan Chow Kit,
50350 Kuala Lumpur
fold here