company report

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THE INTRODUCTION OF THE COMPANY 1. Name of company : KONSORTIUM TRANSNASIONAL BERHAD 2. Mission: a) Progressive b) Innovative c) Profitable d) Customer Oriented and Committed to National Aspirations 3. Core values : a) CUSTOMERS We believe in customer satisfaction through quality products and excellent customer service b) HUMAN RESOURCE As our most valuable asset, we provide the opportunity to tap the maximum potential from each individual c) SHAREHOLDERS We shall fulfil shareholders' expectations by providing good returns for their investment d) SUPPLIERS We believe in mutual progression and treat our suppliers as business partners e) SINCERITY We conduct our business with sincerity and high ethical values f) SOCIAL RESPONSIBILITIES We are responsible corporate citizens and contribute to society 4. Board Of Directors : 1. YBhg Dato’ Sri Mohd Nadzmi Mohd Salleh Chairman/Managing Director Page 1 of 12

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Page 1: company report

THE INTRODUCTION OF THE COMPANY

1. Name of company : KONSORTIUM TRANSNASIONAL BERHAD2. Mission:

a) Progressiveb) Innovativec) Profitabled) Customer Oriented and Committed to National

Aspirations3. Core values :

a) CUSTOMERSWe believe in customer satisfaction through quality products and excellent customer service

b) HUMAN RESOURCEAs our most valuable asset, we provide the opportunity to tap the maximum potential from each individual

c) SHAREHOLDERSWe shall fulfil shareholders' expectations by providing good returns for their investment

d) SUPPLIERSWe believe in mutual progression and treat our suppliers as business partners

e) SINCERITYWe conduct our business with sincerity and high ethical values

f) SOCIAL RESPONSIBILITIESWe are responsible corporate citizens and contribute to society

4. Board Of Directors :

1. YBhg Dato’ Sri Mohd Nadzmi Mohd Salleh Chairman/Managing Director

2. YBhg Datuk Sulaiman DaudIndependent Non-Executive Director

3. YM Tengku Mohd Hasmadi Tengku HashimExecutive Director

4. Encik Muhammad Adib AriffinIndependent Non-Executive Director

5. Mr. Woo Kok BoonIndependent Non-Executive Director 1

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5. Company secretary: Tifla Hairi Taib (LS0009488)6. Registered office : No. 38, Jalan Chow Kit,

50350 Kuala LumpurTel: 03-4047 7878Fax: 03-4044 6836

7. Auditor : 1)Morison Anuarul Azizan Chew8. STOCK EXCHANGE LISTING: Main Market of Bursa Malaysia9. PRINCIPAL BANKERS: 1)Malayan Banking Berhad

2)CIMB Bank Berhad

10. PRINCIPAL SOLICITORS: 1)Zul Rafique & Partners

2)Lee Hishammuddin Allen & Gledhill

REGISTRAR

Symphony Share Registrars Sdn Bhd

Block D13, Pusat Dagangan Dana 1

Jalan PJU 1A/46

47301 Petaling Jaya

Selangor Darul Ehsan

Tel : 03-7841 8000

Fax : 03-7841 8008

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KTB LEADING BRANDS

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ISSUANCE OF SHARES

Authorised Capital : RM400,000,000.00

Issued and Fully Paid : RM201,398,674

Class of Shares : Ordinary shares of RM0.50

No. of Shareholders : 4061

Voting Rights : 1 vote per ordinary share

Page 100 analysis of shareholdings

CHAIRMAN’S STATEMENT.(PAGE 11,12,13,AND 14 OF ANNUAL REPORT)

The content of chairman’s statement is not subject to statutory requirements or constraints. The comments of chairman are general comment about various aspects of the company, highlighting positive aspects of the company’s operations, development and future plans/prospects. Some of areas covered by the statement could be on:

1) overall business overview2) Industry overview3) Review of financial performance4) Prospects5) Acknowledgments

The chairman’s statement provides background material to the overall present position of the company. A great part of the statement could be an expression of the chairman’s opinion.

CORPORATE GOVERNANCE STATEMENT (PAGE 15 UNTIL 22 OF ANNUAL REPORT)

Companies are to comply with the Malaysian Code on Corporate Governance (code) that was issued by the Ministry of Finance on March 2000. The code sets out the principles and best practices on the structures and manner in which companies may adopt good governance. The directors are responsible for the corporate governance of companies and to this end there has no be adequate transparency, accountability and disclosure in matters pertaining to the companies and in particular the responsibilities in protecting and enhancing the shareholder value and financial performance of the companies.In the statement, a lot of information is given regarding the board of directors. The information includes:

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Page 5: company report

1) Composition of the board2) Board meetings including the attendance3) Director’s remuneration including fess paid allowances4) Director’s training5) Dialogue with the shareholder6) Accountability and audit7) Statement of the director’s responsibility to the preparation of

financial statements.

CORPORATE SOCIAL RESPONSIBILITY STATEMENTS (PAGE 23 AND 24 OF ANNUAL REPORT)

This is the voluntary disclosure and some companies make a statement on their workplace and their commitment to society at large and to the environment.

AUDIT COMMITTEE REPORT (PAGE 25 AND 26 OF ANNUAL REPORT)The audit committee consists of directors and the independent senior management executives who provide assistance to the board of directors in fulfilling its responsibility relating to corporate accounting and reporting. The report will state its areas of responsibility and the manner in which it has carried out its duties.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (PAGE 27 UNTIL 29 OF ANNUAL REPORT)

This statement is prepared in compliance with the guidelines issued by Bursa Malaysia Securities Berhad’s. Statement on Internal Control that guidance for directors of public listed companies. STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 (PAGE 30 OF ANNUAL REPORT)

The Directors are required to prepare financial statements which give a true and fair view of the state of affairs of the Group and the Company as at the end of each financial year and of their results and their cash flows for that year then ended. In preparing the financial statements, the Directors took into consideration the following:-

• The Group and the Company have duly applied the appropriate and relevant accounting policies on a consistent basis;

• Reasonable and prudent judgment and estimates were made; and

• All applicable approved accounting standards in Malaysia have been duly followed.

The Directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable accuracy the financial position of the Group and the Company, and which enable them to ensure that the financial statements

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comply with the Companies Act, 1965. The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

STATEMENT OF COMPREHENSIVE INCOME(PAGE44 OF ANNUAL REPORT)

Volatility exists with regard to revenues and expenses of KTB, as evidenced by the reduction of revenues from 2011 (RM 253,774,000) reduce to (RM 240,855,000) and

operating costs also reduce from 2011(RM 56,451,000) to 2012 (RM 42,781,000).

REVENUE (Page 38 based on Consolidated of Statement of Comprehensive Income)

NOTES OF REVENUE (page 61 based on the revenue)

GROUP2012RM’000

2011RM’000

Expenses bus fare 183,299 185, 721

Stage bus fare 41,502 56,530

Charter services 9,536 7,524

Adverticement income 1,040 1,127

Finance lease interest 696 957

Others 4,782 1,915

Totals 240,855 253,774

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Group2012RM’000

2011RM’000

Revenue 240, 855 253,774

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STATEMENT OF FINANCIAL POSITION(PAGE 45 OF ANNUAL REPORT)

The current assets of Konsortium Transnasional Berhad include other receivable,amount due from related companies and cash and bank balance.Non-Current assets are composed of property, plant and equipment, and investment in subsidiaries.The most significant assets to thecompany are property and plant and equipment.

From the statement of financial positions. The total of the net assets is increase from RM 93,978,000 in the year 2011 to RM 98,151,000 in the year 2012. When the asset increase their value the current liability is increase in year 2012 from rm 32,847,000

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Page 8: company report

in year 2011 to rm 37,712,000 in the year 2012. This is happend due to the increases of the subsidiaries that involve in the holding.

STATEMENT OF CHANGES IN EQUITY(PAGE 46 OF ANNUAL REPORT)

The holders of the ordinary shares are entitled to receive dividend as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.In the previous financial year, the Company increased its issued and paid-up ordinary share capital from RM166,999,000 to RM201,399,000 by way of issuance of 68,800,000 ordinary shares of RM0.50 each due to the conversion of Irredeemable Convertible Secured Loan Stocks (“ICSLS”). The new ordinary shares issuedduring the year ranked pari passu in all respects with the ordinary shares of the Company.

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STATEMENT OF CASH FLOWS(PAGE 47 OF ANNUAL REPORT)

432012 2011Rm 000 Rm000

Cash flows from operating activities

Depreciation of property, plant and equipment 35,472 35,418

Amortisation of investment properties 29 53

Impairment loss on receivables 128 1,338Impairment loss on property, plant and equipment 0 405Impairment loss on goodwill 432 0Provision for retirement benefits 2,516 1,669Loss on disposal of property, plant and equipment 4,403 3,877Gain on disposal of non-current assets held for sales

(4,774) 0

Dividend income (14) (1)Interest income (34) (13)Interest expense 4,667 8,162Operating profit before working capital changes 49,148 24,990Decrease/(Increase) in inventories 390 (4)(Increase)/Decrease in receivables (21,451) 4,550Increase/(Decrease)in payables 6,634 (4,877)Changes in related companies balances 4,492 3,630Cash generated from operations 39,213 28,289Tax paid (3,523) (87) Interest paid (4,493) (7,810) Retirement benefits paid (1,451) (1,683)Net cash generated from operating activities 29,746 18,709Cash flows from investing activitiesPurchase of property, plant and equipment (489) (91)Proceeds from disposal of property, plant and equipment

1,587 6,945

Proceeds from disposal of non-current assets held for sales

5,250 0

Dividend received 14 1Interest received 34 13Cash flows from financing activitiesNet repayment of borrowings (32,490) (26,077)Net cash used in financing activities (32,490) (26,077)

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The range of interest rates of deposits at the statements of financial position date was 2.9% to 3.15% (2011: 2.9% to 3.15%) per annum. The range of maturities of deposits at the end of the financial year was 10 days to 408 days (2011: 10 days to 408 days).Deposits with licensed banks are pledged as security for borrowings.

THE SUBSIDIARIES OF KONSORTIUM TRANSNASIONAL BERHAD

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