KLInfra-AnnualReport2004 (1.1MB).pdf - Announcements - Bursa ...

CONTENTS 

KL INFRASTRUCTURE GROUP BERHAD 

ANNUAL REPORT FOR FINANCIAL YEAR ENDED 30 APRIL 2004 

CORPORATE INFORMATION 2 

DIRECTORS’ PROFILE 3 

CORPORATE GOVERNANCE STATEMENT 5 

REPORT ON AUDIT COMMITTEE 10 

CHAIRMAN’S STATEMENT 14 

STATEMENT ON INTERNAL CONTROL 18 

DIRECTORS’ RESPONSIBILITY STATEMENT 19 

FINANCIAL STATEMENTS 20 

LIST OF PROPERTIES AS AT 30 APRIL 2004 53 

ANALYSIS OF SHAREHOLDINGS 55 

NOTICE OF ANNUAL GENERAL MEETING 57 

PROXY FORM 59

2 

CORPORATE INFORMATION 

KL Infrastructure Group Berhad (Company No. 425654-M) (Incorporated in Malaysia) and its subsidiaries 

BOARD OF DIRECTORS 

Dato’ Haji Ahmad bin Haji Sa’adi Independent Non-Executive Chairman 

Wong Kim Fah @ Vong Kim Fah Managing Director 

Lai Ying Choy Executive Director 

Al-Jeffery bin Ibrahim Executive Director 

Lim Chai Chang Non-Executive Director 

Che Ibrahim bin Che Ismail Independent Non-Executive Director 

Datuk Ahmad Rejal Arbee Senior Independent Non-Executive Director 

Brigadier General (Rtd) Datuk Muhamad Yasin bin Yahya Non-Independent Non-Executive Director 

(Appointed on 27/4/2004) 

MEMBERS OF THE AUDIT COMMITTEE 

Dato’ Haji Ahmad bin Haji Sa’adi 

Chairman 

Lai Ying Choy 

Datuk Ahmad Rejal Arbee 


Che Ibrahim bin Che Ismail 

(Resigned on 5/8/2004) 

COMPANY SECRETARIES 

Chua Siew Chuan (MAICSA 0777689) 

Lai Ying Choy (MIA 5803) 

SHARE REGISTRAR 

Securities Services (Holdings) Sdn. Bhd. 

Level 7, Menara Milenium 

Jalan Damanlela, 

Pusat Bandar Damansara 

Damansara Heights 

50490 Kuala Lumpur 

Tel: 603-20849000 

Fax: 603-20949940 / 20950292 

AUDITORS 

KPMG 

Wisma KPMG, Jalan Dungun, 

Damansara Heights, 50490 Kuala Lumpur 

STOCK EXCHANGE LISTING 

Bursa Malaysia Securities Berhad 

(formerly known as Malaysia Securities Exchange Berhad) 

Listed on Main Board 

PRINCIPAL BANKERS 

Bank Pembangunan dan Infrastruktur Malaysia Berhad 

AmMerchant Bank Berhad 

Bumiputra-Commerce Bank Berhad 

Malayan Banking Berhad 

REGISTERED ADDRESS 

Level 7, Menara Milenium, Jalan Damanlela 

Pusat Bandar Damansara, Damansara Heights 

50490 Kuala Lumpur 

Tel: 603-20849000 

Fax: 603-20949940 / 20950292

Dato' Haji Ahmad bin Haji Sa'adi (Independent Non-Executive 

Chairman), aged 68, a Malaysian, was appointed to the Board of the 

Company on 19 March 2003. He obtained his Degree in B.A. (Hons) 

from the University of Malaya in 1960. He later secured a Diploma 

in public administration at the University of Birmingham, United 

Kingdom in 1970. 

He started his career in 1960 as an assistant district officer with the 

previously Malaya Civil Service or currently known as Malaysian 

Administrative and Diplomatic Service. During his tenure in the civil 

service he was promoted to various positions in the service before 

being appointed State Secretary, Perak in 1987. In 1990, he retired 

from the civil service. 

During his tenure with the civil service, he has been honoured and 

awarded the Johan Setia Mahkota in 1981 and later the Darjah 

Dato' Paduka Cura Simanja Kini in 1988. He is presently a director 

of DNP Holdings Berhad and Techsteel Corporation Berhad. 

He is the chairman of the Company’s Audit Committee and 

Remuneration Committee and a member of the Nomination 

Committee. 

He has no family relationship with any Director and/or major 

shareholder of the Company nor does he has any conflict of interest 

with the Company. He holds no other Directorships in public 

companies in Malaysia. He has not been convicted of any offence 

other than traffic offences within the past 10 years. 

Wong Kim Fah @ Vong Kim Fah (Managing Director), aged 

55, a Malaysian, was appointed to the Board of the Company on 19 

March 2003. After graduating from University of Malaya with a 

BSC Hons. , he became a teacher but left the teaching profession in 

1982 to join the IT industry in which he was involved progressively 

in all aspects of the company’s operations from customer services to 

technical support. In 1992, he left KE Systems Sdn Bhd as Executive 

Director to become the Senior Vice President/Chief Executive of 

Hitechniaga Software Sdn Bhd. The following year he joined Indah 

Water Konsortium Sdn Bhd as the Customer Service/IT Director to 

implement the Customer Services and IT Strategy for the nationwide 

sewerage system in Malaysia. He subsequently left the company in 

1994 and joined KL LinearCity Sdn Bhd as Director of Operations. He 

left KL LinearCity Sdn Bhd and joined KL Monorail System Sdn Bhd 

on 1 May 1999. 

He is a member of the Company’s Remuneration Committee. 






Al-Jeffery bin Ibrahim (Executive Director), aged 44, a 

Malaysian, was appointed to the Board of the Company on 19 

March 2003. He graduated in Business Studies from St. John 

College in United Kingdom in 1985. He began his career as a Credit 

DIRECTORS’ PROFILE 


Officer with American Express (M) Sdn Bhd and subsequently 

remained in the banking and financial sector for 7 years. During this 

period, he worked in various departments in several corporations 

including Citibank Berhad, United Asian Bank Berhad and Bank of 

Commerce Berhad or currently known as Bumiputra-Commerce 

Bank Berhad. 

In 1992, he left his position as Assistant Vice President of Product 

Development Division in Bank of Commerce Berhad to become the 

Chief Executive Officer of Metraplus Industries Sdn Bhd, an 

associated company of Perbadanan Usahawan Nasional Berhad. In 

1997, he was appointed the Group Operation Officer for Wing Tiek 

Holdings Bhd. He subsequently left the company in 1998 to start a 

new business in the service/audio industry. 

He is currently the Chief Executive Officer of Irama Sejahtera Sdn 

Bhd, a specialist supplier of electronic hi-fi systems for the 

automobile industry. He is also an Executive Director of KL Monorail 

System Sdn Bhd. He also represents the Board of MTrans in the 

Company. 






Lai Ying Choy (Executive Director), aged 48, a Malaysian, was 

appointed to the Board of the Company on 19 March 2003. He is a 

member of the Malaysian Institute of Certified Public Accountants 

and a member of the Malaysian Institute of Accountants. He started 

his career with KPMG in 1976. He left KPMG in 1984 and joined 

Kumpulan Emas Bhd (“KEB”), an investment holding company with 

diversified interests where he was active in all commercial, legal and 

corporate finance activities including the subsequent listing of KEB 

on the Bursa Malaysia Securities Berhad (formerly known as 

Malaysia Securities Exchange Berhad). At KEB, he was involved in 

several privatisation of infrastructure projects including the first 

state water privatisation project known as Greater Ipoh Water 

Supply Phase II and the first water privatisation project in Vietnam 

on a joint venture basis. He further sat on the boards of various 

subsidiary companies, overseeing operational and policy matters. 

He left KEB in 1993 and joined Indah Water Konsortium Sdn Bhd to 

assist the promoters in successfully developing and launching the 

RM6.2 billion national sewerage privatisation project. He left Indah 

Water Konsortium Sdn Bhd in 1994 and spent 1 year with Indah 

Water Operations Sdn Bhd. He was appointed as the Finance 

Director of KL LinearCity Sdn Bhd in 1995. He joined KL Monorail 

System Sdn Bhd on 1 May 1999 and at present, he is responsible for 

managing all financial and related matters of the company. 

He is a member of the Company’s Audit Committee. 






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DIRECTORS’ PROFILE (continued) 


Lim Chai Chang (Non-Executive Director), aged 52, a 

Malaysian, was appointed to the Board of the Company on 19 

March 2003. He started his own business and founded Established 

Metal Industries Sdn Bhd in 1979 where he accumulated vast 

experience in the engineering and metal fabrication industries. In 

1990, he formed MTrans Bus Sdn Bhd where he expanded his 

operation into the design, manufacturing and assembly of buses, 

coaches and special purpose vehicles including fitting out of 

ambulances, military vehicles, etc. 

He is a member of the Company’s Nomination Committee. 

He is the husband of Madam Wong Kit Fun, a substantial 

shareholder of the Company. Save as aforesaid, he does not have any 

family relationship with any Director and/or major shareholder of 

the Company. He holds no other Directorships in public companies 

in Malaysia. He has no conflict of interest with the Company and 

has not been convicted of any offence other than traffic offences 

within the past 10 years. 

Che Ibrahim bin Che Ismail (Independent Non-Executive 

Director), aged 49, a Malaysian, was appointed to the Board of the 

Company on 19 March 2003. He ventured early into business of 

providing bus transportation services. In 1983, he formed Mutiara 

Pahim Sdn Bhd and began offering transportation services to 

surrounding factories in Pengkalan Chepa, Kelantan. In 1992, he 

expanded his business to include long distance express bus services 

with the establishment of Ballan Sdn Bhd and Mekar Express Sdn Bhd. 

Currently, he is the Managing Director for the abovementioned 

companies, which own a fleet of approximately eighty buses and 

employing about two hundred workers. The buses mainly ply the 

inter-state routes covering Kelantan, Terengganu, Selangor, Pahang, 

Johor, Penang and Kedah. 

In addition, he is also an EXCO Member in the Dewan Perniagaan 

Melayu Malaysia Kelantan. 

He is the chairman of the Company’s Nomination Committee and a 

member of the Remuneration Committee. He resigned as a member 

of the Audit Committee on 5 August 2004. 






Datuk Ahmad Rejal Arbee (Independent Non-Executive 

Director), aged 64, a Malaysian, was appointed to the Board of the 

Company on 21 August 2003. He began his journalism career in 

1963 as a cadet journalist with Berita Harian. He subsequently 

served in various capacities with The Straits Times Press and The 

National News Agency (Bernama) from 1966 to 1974. From 1975 to 

1981, he served The New Straits Times (“NST”) in various positions 

including Chief News Editor. He rejoined Bernama as Editor-in- 

Chief in 1981 serving until 1989 when he left to become the Editor 

of Business Times of the NST Group and then as Group Editor of 

Berita Publishing in 1992. He left the NST Group and joined the Sun 

as Editor-in-Chief in 1996. In 1998 he rejoined the NST Group as 

Group Editor of Berita Harian until his retirement in July 2003. 

He was appointed as the Senior Independent Non-Executive Director 

of the Company on 3 September 2003. He is a Member of the 

Company’s Audit Committee. 

During his tenure as a journalist, he also served as Chairman of the 

Malaysian Press Institute (1984 to 1989), Secretary General of the 

Organisation of Asia-Pacific News Agencies (1984 and 1985) and 

Member of the Board of Trustees of the Press Foundation of Asia 

(1988-2002). He is currently Vice Chairman of Yayasan Sinar. 

In addition, he has been awarded the SSA (Selangor), AMK (Kedah) 

and the JSM. He was conferred the Panglima Jasa Negara (PJN) in 

2000 and later in 2001 the Darjah Indera Mahkota Pahang (DIMP). 


shareholder of the Company nor does he has any conflict of 

interest with the Company. He holds no other Directorships in 

public companies in Malaysia. He has not been convicted of any 

offence other than traffic offences within the past 10 years. 

Brigadier General (Rtd) Datuk Muhamad Yasin bin Yahya 

(Non-Independent Non-Executive Director), aged 56, a Malaysian, 

was appointed to the Board of the Company on 27 April 2004. He is 

a graduate from the Malaysian Armed Forces Staff College and the 

Malaysian Armed Forces Defence College. 

He joined the military service on 26 February 1970 and was later 

commissioned into the Royal Malay Regiment as a Second 

Lieutenant on 4 February 1971. While serving as a Special Forces 

officer, he completed his military education which includes courses 

held within the country and abroad. 

He has held various command and staff positions such as Adjutant 

of the Special Warfare Training Centre (SWTC), Second in Command 

of Twenty-Second 22nd Commando Regiment, Commanding Officer 

of the Twenty-First 21st Commando Regiment, Director of Special 

Forces Group, Deputy Commander of the Tenth Para Brigade and the 

Commandant of the Special Warfare Training Centre. 

During his tenure in the Special Warfare Training Centre, he also 

served as a United Nation Military Observer in the Iran – Iraq border 

under the UNIMOG mission. 

He was promoted to the rank of Brigadier General and Took-Over 

Command of the 5th Malaysian Infantry Brigade from April 2001 till 

March 2004. Currently, he sits on the Board of Permaju Industries 

Berhad. 

He has no family relationship with any Director nor does he has any 

conflict of interest with the Company. He has not been convicted of 

any offence other than traffic offences within the past 10 years.

CORPORATE GOVERNANCE STATEMENT 


The Board of Directors of KL Infrastructure Group Berhad is committed to ensuring that The Principles and Best Practices 

of the Malaysian Code on Corporate Governance (“the Code”) are observed and practised throughout the Group as a 

fundamental part of discharging its responsibilities to protect and enhance shareholders’ value. 

In preparing this report, the Board has considered the manner in which it has applied the Principles of the Code and extent 

to which it has complied with Best Practices of the Code. 

1. THE BOARD OF DIRECTORS 

1.1 The Board 

The Board has the overall responsibilities for corporate governance, strategic direction and overseeing the business of 

the Group. The Board has set up several Board Committees and the functions and terms of reference of the Board 

Committees are defined in their respective terms of reference. Board Committees include the Audit Committee, 

Nomination Committee and Remuneration Committee. 

1.2 Board Balance 

As at the date of this statement, the Board consists of eight (8) members; comprising an Independent Non-Executive 

Chairman, one (1) Managing Director, two (2) Executive Directors, one (1) Non-Executive Director, one (1) Non- 

Independent Non-Executive Director and two (2) Independent Non-Executive Directors. The profiles of the members 

of the Board are provided in the Annual Report. 

There is a proper balance in the Board with the presence of Independent Non-Executive Chairman and Independent 

Non-Executive Directors as they provide unbiased and independent views, advice and judgement as well as safeguard 

the interest of other stakeholders such as minority interests. 

Datuk Ahmad Rejal Arbee is the Senior Independent Non-Executive Director to whom concerns may be conveyed 

where it could be inappropriate for the concerns to be dealt with by the Chairman or the Managing Director. 

1.3 Duties and Responsibilities 

The Board has the overall responsibility for corporate governance, establishing goals, strategic direction and reviewing 

the Group’s performance and operation. The Board is led by a Chairman, a Managing Director and two (2) Executive 

Directors, who encourages healthy exchange of independent views on issues relating to the Group. The day-to-day 

operations of the Group are under the charge of the Managing Director. All Board and members’ meetings are however 

being chaired by the Chairman. 

This clear division of responsibilities will ensure a balance of power and authority so that no one individual has 

unfettered powers of decision. 

The Board has within itself, professionals drawn from varied backgrounds, bringing in depth, and diversity in 

experience, expertise and perspective to the Group’s business operations. 

The independent Directors are free from any business or other relationship that could interfere with the exercise of 

their independent judgement. 

1.4 Board Meetings 

All Board members are supplied with information on a timely manner. Board reports are circulated prior to Board 

meetings and the reports provide, amongst others, financial and corporate information, significant operational, 

financial and corporate issues, performance of the Company and of the Group and management proposals which 

require the approval of the Board. 

All Directors have access to all information within the Group and to the advice and service of the Company Secretaries 

who are responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations 

are complied with. 

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There were four (4) Board Meetings held during the financial year ended 30 April 2004. The four (4) Board Meetings 

were held on 27 June 2003, 29 September 2003, 22 December 2003 and 29 March 2004 respectively. The record of 

the Directors’ attendance at the Board Meetings are as follows:- 

Directors Number of Board Meetings Attended/Held 

(during the Directors’ tenure for the current financial year) 

Dato’ Haji Ahmad bin Haji Sa’adi 4/4 

Wong Kim Fah @ Vong Kim Fah 4/4 

Datuk Ahmad Rejal Arbee * 3/3 


Al-Jeffery bin Ibrahim 3/4 

Lai Ying Choy 4/4 

Lim Chai Chang 4/4 

Che Ibrahim bin Che Ismail 3/4 

Brigadier General (Rtd) Datuk Muhamad Yasin N/A 

bin Yahya (Appointed on 27/4/2004) 

Note: 

* Reflects the number of meetings held during the time the Director held office. 

1.5 Appointment and Re-election 

The Nomination Committee was established on 26 June 2003 and is empowered to make recommendations to the 

Board as to the appointment of any new executive or non-executive director. The Nomination Committee also ensures 

that the Board has an appropriate balance of expertise and relevant mix of skills among the Non-Executive Directors. 

The Nomination Committee considers and recommends to the Board of the Company technically competent persons 

to be appointed as Directors of the Board. The Committee also reviews the performance of Members of the Board and 

to assess the contribution of each individual Director and overall effectiveness of the Board. Its also recommends the 

size and composition of the Board of the Company. The actual decision as to whom shall be nominated remains the 

responsibility of the Board after taking into consideration the recommendations of the Nomination Committee. The 

Company Secretaries ensure that all appointments are properly made and that all necessary information are obtained 

from Directors. 

The members of the Nomination Committee comprise three (3) Non-Executive Directors as follows:- 

Che Ibrahim bin Che Ismail (Chairman) 

Dato’ Haji Ahmad bin Haji Sa’adi (Member) 

Lim Chai Chang (Member) 

In accordance with the Company’s Articles of Association, all Directors are required to submit themselves for reelection 

at least once in every three (3) years. Directors who are appointed by the Board during the financial period 

before an Annual General Meeting (“AGM”) are subject to re-election by the shareholders at the next AGM to be held 

following their appointments. 

1.6 Directors’ Training 

All Members of the Board have attended the Mandatory Accreditation Programme organized by Bursa Malaysia 

Training Sdn. Bhd. (formerly known as KLSE Training Sdn. Bhd.). Directors are encouraged to attend continuous 

education programme prescribed by Bursa Malaysia Securities Bhd (formerly known as Malaysia Securities Exchange 

Berhad) (“Bursa Securities”) and seminars to keep abreast with relevant changes in laws and regulations, and the 

development in the market place.

2. DIRECTORS’ REMUNERATION 



The Remuneration Committee was established on 26 June 2003 by the Board of Directors to assist the Board to review 

the remuneration packages of the Executive Directors and furnish recommendations to the Board on specific 

adjustments to commensurate with the respective contributions of the Executive Directors. 

The Committee members comprise two (2) Non-Executive Directors and one (1) Executive Director as follows:- 

Dato’ Haji Ahmad bin Haji Sa’adi (Chairman) 

Wong Kim Fah @ Vong Kim Fah (Member) 

Che Ibrahim bin Che Ismail (Member) 

The Remuneration Committee is authorized by the Board to assess and review from time to time the remuneration 

packages of the Executive Directors in all forms and also to review Directors’ fees of the Company. The determination of 

the remuneration of the Non-Executive Directors is a matter for the Board as a whole. Decisions and recommendations 

of the Remuneration Committee shall be reported back to the Board for ratification and where required by the rules and 

regulations governing the Company, for approval of shareholders in general meeting. 

The details of the total remuneration for the Directors of the Company during the financial year ended 30 April 2004 

are as follows:- 

Basic Salaries Fees Other Total 

& EPF (RM’000) (RM’000) Benefits (RM’000) (RM’000) 

Executive Directors 1,008 - 18 1,026 

Non-Executive Directors - 160 15 175 

1,008 160 33 1,201 

The number of Directors of the Company whose total remuneration during the year fall within the following bands are 

as follows:- 

Number of Directors 

2004 2003 

Executive 

RM100,001 – RM150,000 1 1 

RM300,001 – RM350,000 - 1 

RM400,001 – RM450,000 1 1 

RM450,001 – RM500,000 1 - 

Non-Executive 

Below RM50,000 3 - 

RM150,001 – RM200,000 1 - 

Remuneration of each member of the Board of Directors is not shown in detail individually as the Board is of the view that 

disclosure of the remuneration bands of the Directors of the Company is sufficient to meet the objectives of the Code. 

3. COMMUNICATION WITH SHAREHOLDERS AND INVESTORS 

The Board recognises the importance of maintaining effective communication with its shareholders to ensure that 

shareholders and investors are well informed of major developments of the Company. Information is disseminated to 

shareholders and investors through various disclosures and announcements made to the Bursa Securities which includes 

the quarterly financial results, as well as through Annual Reports and where appropriate, circulars and press releases. 

The main forum for dialogue with shareholders is during the AGM. The Company encourages its shareholders to attend 

the AGM as it serves as the principal forum for shareholders to meet and exchange views with Board members. At each 

AGM, the Board allocates a question and answer session, whereby shareholders have the opportunity to raise questions, 

voice their opinions and seek clarification on the business and performance of the Group. Directors are available to 

respond to shareholders’ questions during the meeting. 

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4. ACCOUNTABILITY AND AUDIT 

4.1 Financial Reporting 

The Board is responsible for ensuring the accounting records are properly kept and that the financial statements are 

prepared in accordance with applicable approved accounting standards in Malaysia and the provisions of the 

Companies Act, 1965. The Audit Committee assists the Board in reviewing the quarterly reports for release to the Bursa 

Securities and the annual reports to shareholders to ensure accuracy, adequacy and completeness. The Statement by 

Directors pursuant to Section 169 of the Companies Act, 1965 is set out on page 24 of this Annual Report . 

4.2 Internal Control 

The Board acknowledges its responsibilities for the Group’s system of internal control covering not only financial 

controls but also operational and compliance controls as well as risk management and for reviewing the effectiveness 

of those systems. Such systems are designed to manage rather than eliminate the risk of failure to achieve business 

objectives. Any system can only provide a reasonable but not absolute assurance against material misstatement, loss 

or fraud. 

The Statement on Internal Control is set out on page 18 of the Annual Report. 

4.3 Relationship with Auditors 

The role of the Audit Committee in relation to external Auditors can be found in the Report on Audit Committee set 

out on pages 10 to 13 of this Annual Report. The external Auditors can meet with the Audit Committee to present the 

scope of the financial audit and to review the results of the said audit after the finalisation of the audit. The Company 

has always maintained a close and transparent relationship with its Auditors in seeking professional advice and 

ensuring compliance with the accounting standards in Malaysia. 

5. ADDITIONAL COMPLIANCE INFORMATION 

5.1 Utilisation of Proceeds 

The proceeds raised from the Public Issue on 28 May 2003 of 202,297,000 new ordinary shares of RM0.50 each at an 

issue price of RM0.51 each, was utilised as follows:- 

RM’000 

Gross Proceeds 103,171 

Utilised for:- 

5.2 Share Buyback 

Repayment of AmMerchant Bank 95,000 

Berhad loan 

Listing Expenses 3,759 

Working Capital of the Group 4,412 

103,171 

For the financial year ended 30 April 2004, the Company does not have a scheme to buy back its own shares. 

5.3 Options, Warrants or Convertible Securities 

There were no options, warrants or convertible securities exercised by the Company during the financial year ended 

30 April 2004. 

5.4 American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme 

The Company has not sponsored any ADR or GDR programme during the financial year ended 30 April 2004.

5.5 Imposition of Sanctions and/or Penalties 



The Company is not aware of any sanctions and/or penalties imposed on the Company and/or its subsidiary companies, 

Directors or Management by the relevant regulatory bodies. 

5.6 Non-audit fees 

There were no non-audit fees paid or payable to the external auditors, Messrs. KPMG by the Company during the 

financial year ended 30 April 2004. 

5.7 Profit estimate, forecast or projection 

There is no material variance between the audited results for the financial year and the unaudited results announced 

by the Company. 

The Company forecasted a net loss of RM42.0 million for the financial year ending 30 April 2004 in the Prospectus 

dated 21 April 2003 in relation to the Public issue of 202,297,000 new ordinary shares. The audited net loss for the 

financial year ended 30 April 2004 was RM46.2 million. The variance is mainly attributable to the lower ridership 

revenues collected from KL Monorail operations. This is because, whilst full operations were assumed from 

commencement date, in the Prospectus, actual operating hours were initially from 10:00 am to 3:00 pm. This was 

progressively extended to run from 7:00am to 10:00pm. Effective only from 15 June 2004, the KL Monorail was 

operating fully from 6:00 am to 12:00 midnight. 

5.8 Profit Guarantee 

During the financial year ended 30 April 2004, there were no profit guarantees given by the Company. 

5.9 Material Contracts involving Directors’ and Substantial Shareholders’ Interests. 

Save as disclosed below, there were no material contracts subsisting as at 30 April 2004 or entered into since the end 

of the previous financial year, by the Company and its subsidiary companies, which involves the interests of Directors 

and/or major shareholders. 

A contract dated 8 August 2000 entered into between KL Monorail System Sdn. Bhd. and Monorail Malaysia 

Technology Sdn. Bhd. (“MMT”), a subsidiary of MTrans Holdings Sdn. Bhd., whereby MMT undertake as Turnkey 

Contractor for the design, manufacture, fabrication, delivery, assembly, installation, testing and commissioning of the 

electrical and mechanical systems of the KL Monorail. 

A contract dated 25 August 2000 entered into between KL Monorail System Sdn. Bhd. and MTrans Construction Sdn. 

Bhd. (“MCSB”), a subsidiary of MTrans Holdings Sdn. Bhd., whereby MCSB undertake as Turnkey Contractor for the 

design, construction of the depot, stations and guideways, relocation of utilities, provision of station electrical and 

mechanical services including the automated fare collection system of the KL Monorail. 

A contract dated 25 September 2000 entered into between KL Monorail System Sdn. Bhd. and MTrans Project Services 

Sdn. Bhd. (formerly known as KL Monorail Project Services Sdn. Bhd.) (“MPS”), a subsidiary of MTrans Holdings Sdn. 

Bhd. whereby MPS undertake project management services and administration of the construction of the KL Monorail. 

A contract dated 6 June 2002 entered into between KL Monorail System Sdn. Bhd. and Monorail Malaysia Technology 

Sdn. Bhd. (“MMT”), a subsidiary of MTrans Holdings Sdn. Bhd., whereby MMT will provide Operation and Maintenance 

(O&M) Training and Support Services for the KL Monorail. 

5.10 Revaluation Policy on Landed Properties 

The Company has not revalued its landed properties. 

5.11 Recurrent Related Party Transactions of Revenue or Trading Nature 

Details of the significant transactions with related parties of a recurrent nature undertaken by the Group during the 

financial year ended 30 April 2004 is disclosed in Note 22 of the financial statements. 

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REPORT ON AUDIT COMMITTEE 

1. Membership 

The present members of the Audit Committee of the Company are:- 

Name Designation 

(a) Dato’ Haji Ahmad bin Haji Sa’adi Independent Non-Executive Director and Chairman 

(b) Lai Ying Choy Executive Director 

(c) Datuk Ahmad Rejal Arbee (Appointed on 21/12/2003) Senior Independent Non-Executive Director 

(d) Che Ibrahim bin Che Ismail (Resigned on 05/08/2004) Independent Non-Executive Director 

2. Composition of members 

The Board shall elect the Audit Committee members from amongst themselves, comprising no fewer than three (3) 

directors, where the majority shall be independent directors. The term of office of the audit committee is 3 years and 

may be re-nominated and appointed by the Board of Directors. 

In this respect, the Board adopts the definition of “independent director” as defined under the Bursa Malaysia Securities 

Berhad (“BMSB”)(formerly known as Malaysia Securities Exchange Berhad) Listing Requirements. 

At least one member of the Audit Committee must be:- 

(a) a member of the Malaysian Institute of Accountants (“MIA”); or 

(b) if he is not a member of MIA, he must have at least 3 years of working experience and: 

i. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or 

ii. he must be a member of one of the associations of the accountants specified in Part II of the First Schedule of 

the Accountants Act 1967; or 

(c) fulfills such other requirements as prescribed by the Exchange. 

No alternate director of the Board shall be appointed as a member of the Audit Committee. 

Retirement and resignation 

If a member of the Audit Committee resigns, dies, or for any reason ceases to be a member with the result that the 

number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such 

number of the new members as may be required to fill the vacancy. 

3. Chairman 

The Chairman of the Audit Committee, elected from amongst the Audit Committee members, shall be an independent 

director. The Chairman of the Committee shall be approved by the Board of Directors. 

4. Secretary 

The Secretary of the Audit Committee shall be the Company Secretary. 

The Secretary shall be responsible for drawing up the agenda with concurrence of the Chairman and circulating it, 

supported by explanatory documentation to members of the Audit Committee prior to each meeting. 

The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee, circulating them to 

members of the Audit Committee and to the other members of the Board of Directors and for following up outstanding 

matters.



5. Meetings 

The Audit Committee meetings shall be conducted at least four (4) times annually, or more frequently as circumstances 

dictate. In addition, the Chairman may call for additional meetings at any time at the Chairman’s discretion. 

In the absence of the Chairman, the other independent director shall be the Chairman for that meeting. 

The members of the Audit Committee, General Manager (Corporate Affairs, Finance and Administration), Finance 

Manager and the head of internal audit will normally be in attendance at the meetings. Representatives of the external 

auditors are to be in attendance at meetings where matters relating to the audit of the statutory accounts and/or 

external auditors are to be discussed. 

Other directors, officers and employees of the Company and/or Group may be invited to attend, except for those portions 

of the meetings where their presence is considered inappropriate, as determined by the Audit Committee. However, at 

least once a year the Audit Committee shall meet with the external auditors without any executive board member 

present. 

Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and also to the other 

members of the Board of Directors. The Audit Committee Chairman shall report on each meeting to the Board of 

Directors. 

6. Quorum 

The quorum for the Audit Committee meeting shall be the majority of members present whom must be independent 

directors. 

7. Reporting 

The Audit Committee shall report to the Board of Directors, either formally in writing, or verbally, as it considers 

appropriate on the matters within its terms of reference at least once a year, but more frequently if it so wishes. 

The Audit Committee shall report to the Board of Directors on any specific matters referred to it by the Board for 

investigation and report. 

8. Objectives 

The principal objectives of the Audit Committee is to assist the Board of Directors in discharging its statutory duties and 

responsibilities relating to accounting and reporting practices of the holding company and each of its subsidiaries. In 

addition, the Audit Committee shall: 

• evaluate the quality of the audits performed by the internal and external auditors; 

• provide assurance that the financial information presented by management is relevant, reliable and timely; 

• oversee compliance with laws and regulations and observance of a proper code of conduct; and 

• determine the quality, adequacy and effectiveness of the Group's control environment. 

11


12 


9. Authority 

The Audit Committee shall, in accordance with procedures to be determined by the Board of Directors and at the expense 

of the Company, 

(a) authorise to investigate any activity within its terms of reference. All employees shall be directed to co-operate as 

requested by members of the Audit Committee. 

(b) have full and unlimited/unrestricted access to all information and documents/resources which are required to 

perform its duties as well as to the internal and external auditors and senior management of the Company and Group. 

(c) obtain, at the expense of the Company, other independent professional advice or other advice and to secure the 

attendance of outsiders with relevant experience and expertise if it considers necessary and to 

(d) be able to convene meetings with the external auditors, without the attendance of the executive members of the 

Audit Committee, whenever deemed necessary and to discuss problems and resolutions arising from the interim and final 

audits, and any matter the auditor may wish to discuss in the absence of management where necessary. 

(e) be able to make relevant reports when necessary to the relevant authorities if a breach of the Listing Requirements 

occurred. 

10. Duties and Responsibilities 

The duties and responsibilities of the Audit Committee are as follows:- 

• To review the maintenance and control of an effective accounting system; 

• To review the Group’s public accountability and compliance with the law; 

• To ensure the adequacy of internal and external audit procedures; 

• To evaluate the quality of external auditors and make recommendations concerning their appointment and 

remuneration and to consider the nomination of a person or persons as external auditors; 

• To provide liaison between the external auditors, the management and the Board of Directors and also to review the 

assistance given by the management to the external auditors; 

• To review the findings of the internal and external auditors; 

• To review the quarterly results and financial statements and annual report prior to submission to the Board of 

Directors; 

• To monitor any related party transactions that may arise within the Group and to report, if any, transactions between 

the Group and any related party outside the Group which are not based on arms-length terms and on terms which are 

disadvantageous to the Group; 

• To report its findings on the financial and management performance, and other material matters to the Board of 

Directors; 

• To act in line with the directions of the Board of Directors; and 

• To consider and examine such other matters as the Audit Committee considers appropriate.

11. Summary of Activities 

The Audit Committee of the Company was established on 20 March 2003. 



During the financial year, the Audit Committee met four (4) times and the attendance records of the Audit Committee 

members are as follows: 

Audit Committee Members Number of Audit Committee Meetings Attended/Held 

(during the current financial year) 

Dato’ Haji Ahmad bin Haji Sa’adi 4/4 

Lai Ying Choy 4/4 

Datuk Ahmad Rejal Arbee(Apppointed on 21/12/2003) * 2/2 

Che Ibrahim bin Che Ismail (Resigned on 5/8/2004) 3/4 

Note: 

* Reflects the number of meetings held during the time the Audit Committee member held office. 

The activities undertaken include:- 

• reviewed the Group’s quarterly and annual financial results before recommendation to the Board for approval and 

announcement to Bursa Securities. 

• Reviewed the Group’s annual financial results for the year ended 30 April 2004 together with the external auditors. 

• Reviewed the external auditors’ reports in relation to the audit and accounting issues arising from the audit of financial 

results of the Group for the year ended 30 April 2004 and updates of new developments on accounting standards issued 

by the Malaysian Accounting Standards Board. 

12. Internal Audit 

The Group is in the process of establishing an internal audit department to carry out its duties covering business audit, 

system and financial audits. 

13

14 

OVERVIEW 

Financial Performance 

CHAIRMAN’S STATEMENT 


On behalf of the Board of Directors, I present the Annual Report of KL Infrastructure Group 

Berhad (the “Company”) and the Group (“Group”) for the year ended 30 April 2004. 

The financial year 2004 saw the inaugural opening on 31 

August 2003 of the much awaited “Missing Link” public 

transit connection, the KL Monorail. Revenues from 

collection of ridership fares demonstrate positive growth 

since opening whilst strong contribution from the 

media/advertisement sector were instrumental in achieving 

an operating profit before interest and taxation of RM3.1 

million in its maiden year of operation. 

The Company achieved revenues of RM15 million and suffer 

a loss after taxation of RM46.2 million due to the accrual 

of interest expense. A negative variance of RM4.2 million 

was noted when compared against the forecasted loss after 

taxation of RM42 million as reported in the Company’s 

Prospectus, attributable largely to lower ridership revenues 

achieved. 

CORE BUSINESSES 

Monorail Transit Operations 

Operations commenced on 31 August 2003. Initial 

operating hours were from 10:00 a.m. to 3:00 p.m. This was 

progressively extended to 15 hours and finally 18 hours 

from 6:00 a.m. to 12:00 midnight effective from 15 June 

2004. Consequently, revenues were significantly lower as 

against those forecasted earlier pursuant to the Company’s 

Prospectus dated 21 April 2003 in relation to the 

Company’s initial public offer exercise. 

The delay with the integration of the public transportation 

systems comprising the LRTs and city bus services in the 

Klang Valley has delayed the introduction of a single 

integrated ticketing system, integration of physical 

interphases between the LRTs and monorail and the 

proposed implementation of car restraining measures, 

earlier contemplated by the authorities to curb the 

deteriorating traffic congestion. This delay inevitably has 

affected the monorail ridership as otherwise the integrated 

transport system would promote and enhance public 

transport usage. 

During the year, KL Monorail organized a treasure hunt 

known as the “KL Monorail-Malay Mail Rail-ly Fun Hunt” 

which saw overwhelming response. Participation was 

however limited to 200 persons. Held on 17 December 

2003, it was a great learning experience for the 

participants as they were required to undertake some 

arduous tasks and to have a good grasp of the monorail 

alignment and its surroundings in the principal commercial 

and employment belt of Kuala Lumpur. 

KL Monorail’s first anniversary on 31st August 2004 which 

coincided with Merdeka Day was a significant milestone. 

On that auspicious day gifts valued at more than 

RM100,000.00 was distributed to lucky passengers at 

various monorail stations. This small gesture on KL 

Monorail’s part was to show its gratitude and to thank the 

more than 10 million passengers that passed through our 

monorail station turnstiles since inauguration, one (1) year 

ago.

Efforts are on the way to continue improving the monorail’s 

reliability, safety and efficiency in its services with cost 

optimization and productivity enhancements. As a 

responsible corporate citizen, KL Monorail is committed to 

providing better services with more amenities to enhance 

mobility and lifestyle of the populace. More information on 

its services and activities are available at its website 

http://www.monorail.com.my. 

Media/Advertisement Services 

Due to its strategic alignment and prominent profile, the KL 

Monorail is a preferred choice for many advertisers. Strong 

contribution from revenues derived from advertisement 

services via stations, columns, viaducts, trains, ticketing 

machines and plasma screens have exceeded expectations. 

Revenues are expected to surpass RM12 million in the next 

financial year. 

The KL Monorail trains with its sleek aerodynamic shape 

coupled with striking multiple hues and artistic intonations 

have been quoted as one of the world’s best looking urban 

monorails, by the President of the Monorail Society, an 

organization based in America. 

Notable advertisers include Malaysia Airline System, 

Telekom Malaysia, Prudential Assurance, Maxis Hotlink, 

Coca-Cola, Timedot.com, MAA Assurance, NEC Corporation, 

Acer, Allianz General Insurance, AmBank, HSBC Bank 

Malaysia Bhd, Cathay Pacific, Energiser, etc. 

With capacities largely taken up on the physical 

infrastructures, increasing efforts will be focused to 

generate more media content on the plasma displays 

featured on screens prominently displayed at all the 

monorail stations. 

KL Lifestyle, a monthly magazine published by Monorail 

Multimedia Sdn Bhd and dedicated to the citylites, made its 



debut on 1 May 2004 in Kuala Lumpur. With a current 

circulation of 80,000, the KL Lifestyle is distributed to all 

major hotels, KLIA Express, selected restaurants, popular 

cafes and coffee chains, leisure and entertainment outlets, 

selected spas and hair salons in the city. It is also 

distributed by MPH Distributor Sdn Bhd to major 

bookstores. Its vibrant content focuses on what’s on, what’s 

cool and what’s special around Kuala Lumpur. KL Lifestyle 

connects the readers to the myriad lifestyle activities 

available in Kuala Lumpur conveniently accessed by the KL 

Monorail. Visit its website at http://www.kl-lifestyle.com.my 

for up and coming events and activities. 

Property Development 

Jalan-Jalan Xintiandi 

Complementing the lifestyle concept, the Jalan-Jalan 

Xintiandi development located next to the Tun Sambanthan 

monorail station was conceptualized to provide an oasis of 

food, fashion and fun that promote riverine activities 

fashioned after the San Antonio River Walk in Texas, Canal 

City in Fukuoka, Japan and Xintiandi in Shanghai. 

With completion now expected in the second quarter of 

2005, this development directly served by the KL Monorail 

will merge the transportation hub, KL Sentral with the 

revitalized landscape promulgated under the urban renewal 

development in Brickfields. 

Designed specially to provide a leisure ambiance in a 

pedestrian friendly and festive retail environment 

connected by a man-made canal, Jalan-Jalan Xintiandi 

offers exciting new retailing, food and entertainment 

opportunities. Its river arcade, open air alfresco dining and 

festive like outdoor activities will endear visitors and 

tourists alike to a new found experience. 

15

16 



CORPORATE STRATEGIES 

Implementation and Operation of Monorail Transit 

Systems 

Consistent with the Government’s call for the private sector 

to be the engine of economic growth, MTrans Holdings Sdn 

Bhd (“MTrans”) the Company’s holding company, has been 

relentlessly pursuing potential monorail system projects in 

more than twelve countries with potential values of US 

Dollars 5 billion. MTrans is one of only three urban transit 

monorail manufacturers in the world after Bombardier of 

Canada and Hitachi of Japan. 

Recent efforts have borne fruit with the crystallization of 

an Agreement concluded on 8 September 2004 between 

the Company, Monorail Malaysia Technology Sdn Bhd 

(“MMT” a wholly owned subsidiary of MTrans) and the 

Photo by David M Ice. Courtesy of The Monorail Society 

Gangnam District of Seoul, Korea to establish a joint 

venture company to implement a 6.7 km monorail transit 

system in Gangnam on a privatization basis. The proposed 

system costing US Dollars 175 million will complement the 

extensive subway system currently serving Gangnam, with 

a population of 550,000 and the city of Seoul of 10 million. 

The Company will be the designated project manager and 

system integrator for the project and MMT will be the 

turnkey monorail system supplier. 

The Gangnam District has shown its strong backing for the 

project by the provision of a subsidy of 40% of the total 

project cost and will subscribe up to 25% equity interest in 

the joint venture company. The balance of the project cost 

will be funded by a combination of equity and external 

borrowings. The project is subject to approvals of the 

relevant Korean and Malaysian Authorities. The final terms 

and conditions of the joint venture will be formalised 

between the joint venture partners upon the finalisation of 

the Concession Agreement. 

Putrajaya Monorail Line 1 upon its completion will serve as 

the public transportation backbone of Putrajaya City in 

accordance with its transport masterplan. With the 

completion of more than 4km of tunnels, Western Transport 

Terminal and the soon to be completed, Western Monorail 

Crossing all serving the Putrajaya monorail alignment, only 

the elevated structures and the monorail system remains 

uncompleted. 

The recent announcement of the deferral of the project has 

setbacked plans for an earlier completion date. This project 

upon completion would have provided another platform for 

KL Monorail to contribute its expertise in monorail transit 

operations. However, with traffic congestion building up in 

Putrajaya it is anticipated that the project will recommence 

soon. 

Extension of KL Monorail Alignment 

New extensions to the KL Monorail alignment that 

demonstrate strong economic viability are being evaluated. 

A case in point is the proposed shuttle line from Tun 

Sambanthan Station to Mid Valley which is part of the 

extended spurline provided for under the current KL 

Monorail concession. Approval from the authorities are 

currently being sought. 

The huge captive patronage at Mid Valley would serve to 

enhance monorail riderships. Consideration would also be 

given on future extension to Old Klang Road and Puchong. 

Other alignment extension could encompass inner-city 

loops covering KLCC and other places of interest with high 

traffic densities.

Intercity/Stage Bus Services 

In its efforts to diversify its portfolio of businesses, the 

Company entered into several agreements to acquire 70% 

equity interests in Mutiara Pahim Sdn. Bhd., Mekar Express 

Sdn. Bhd., Ballan Sdn. Bhd., Eltabina Jaya Sdn. Bhd. and 

Darul Naim Express Sdn. Bhd. for a total consideration of 

RM11.6 million. The said acquisitions would enable the 

Company to establish a foothold in the express bus services 

industry. The aforesaid acquisitions are subject to the 

Foreign Investment Committee approval. 

Darul Naim Express Sdn Bhd, which has been granted 

licenses for operation of mini buses and stage buses to 

service Kota Bharu and surrounding areas, expects good 

response upon commencement of services due to increased 

economic activities and the growing demand in public 

Photo by David M Ice. Courtesy of The Monorail Society 

transportation. Currently, there is only one existing stage 

bus operator in Kelantan. Further, the development of new 

townships within Kota Bharu would hasten the need for an 

effective and efficient bus network to serve the areas. 

OUTLOOK 

With positive signs of a firm economic recovery at the global 

front coupled with higher commodity prices, domestic 

growth is expected to be more broad based. The “feel good” 

factor is fueling further improvement in consumer and 

business sentiment. Private sector led growth is gaining 

momentum, particularly with the Government playing a key 

role in establishing new sources of growth. 

The services sector represents the largest component of 

GDP with a share of 57% and tourism related industries 

continue to generate significant growth in terms of output 

and foreign exchange earnings. 



The strong influx of tourists and visitors to Kuala Lumpur 

serves to increase KL Monorail patronage. Increasingly, the 

KL Monorail is considered the principal transportation 

backbone for the commercial and shopping district of Kuala 

Lumpur. Ridership should continue to trend upwards as the 

convenience and mobility accorded by the KL Monorail 

provide the impetus for lifestyle changes and increased 

productivity. The KL Monorail with its dominant alignment 

continues to attract strong interest in its advertisement 

media. 

The potential participation in MTrans’ international 

monorail transit projects angurs well for the Group’s future 

prospects. 

DIVIDEND 

The Directors do not recommend the payment of any 

dividend for the financial year ended 30 April 2004. 

APPRECIATION 

On behalf of the Board of Directors, I would like to express 

our appreciation to the management and staff for their 

immense contribution and services during the year and our 

gratitude as well to our business partners, bankers and 

customers for their understanding and cooperation. 

We are indeed appreciative of the advice and support 

provided by the regulatory authorities in particular the 

Department of Railway and the Ministry of Transport. 

To the shareholders, we thank you for your support and 

seek your continued trust and confidence in our Group. 

Thank you. 

Dato’ Ahmad Bin Sa’adi 

Chairman 

Kuala Lumpur 

27 September 2004 

17

STATEMENT ON INTERNAL CONTROL 


18 

Introduction 

The Malaysian Code on Corporate Governance sets out as a principle that the Board of a listed company should maintain 

a sound system of internal control to safeguard shareholders’ investment and the Group’s assets. Paragraph 15.27(b) of the 

Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad) (“Bursa Securities”) Listing 

Requirements require the Board of Directors to include a statement in its annual report on the state of internal control of 

the listed issuer as a Group. 

The Board is pleased to provide the following statement which outlines the nature and scope of internal controls during 

the year. 

Board’s responsibilities 

The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness whilst the 

role of management is to implement the Board’s policies on risk and control. 

The system of internal control is designed to safeguard shareholders’ investments and the Group’s assets. The system is also 

designed to provide reasonable assurance of effective operations and compliance with laws and regulations. However, due 

to the limitations inherent in any system of internal control, it should be noted that such a system is designed to manage 

rather than eliminate the risk of failure in achieving the Group’s business objectives and can only provide reasonable and 

not absolute assurance against material misstatement or loss. The system of internal control mainly covers risk relating to 

the construction and operations of the KL Monorail and advertisement services as these were the main activities of the 

Group during the year. 

Enterprise risk management framework 

The Board has commenced the process of formalising an ongoing process for identifying, evaluating and managing 

significant risks faced by the Group. As part of the process, an Audit Committee, a Nomination Committee and a 

Remuneration Committee, all of which have a minimum of two independent Directors were established during the year. 

The existing key processes and elements of the Group’s internal control system include the following: 

• Each operating business unit in the companies within the Group has their own management who are responsible for the 

maintenance of controls and procedures appropriate to the business environment. 

• An organisational structure is in place, which shows the reporting lines of management and operating units of the Group. 

• Key policies and procedures governing the operating units of the Group have been translated into operational manuals 

and guidelines. The manuals are reviewed and approved by the respective heads of department before implementation. 

Ongoing training is provided for operational staff to understand the operational manuals and guidelines in order to 

perform their duties effectively. 

• Planning and annual budgeting for the Group’s financial and operational activities are reviewed by the respective heads 

of department and approved by the Board of Directors. 

• The human resource department ensures that recruitment, annual appraisals and training and development programmes 

conforms with the Group’s requirements in order to maintain a competent workforce. 

• There are strategic planning, annual budgeting and target-setting processes for key areas of business which are approved 

by the Board. 

The Group currently does not have an internal audit function. As an initial step it is planning to engage a consultant to 

carry out a risk management assessment for the purposes of implementing a structured risk management framework for 

the Group. Subsequent to this, an internal audit unit would be established. 

There were no material losses incurred during the financial year as a result of weaknesses. Management continues to take 

measures to strengthen the control environment. 

This Statement is made in accordance with the resolution of the Board of Directors dated 27 September 2004.

DIRECTORS’ RESPONSIBILITY STATEMENT 


The Board of Directors are required under paragraph 15.27 (a) of the Listing Requirements of the Bursa Malaysia Securities 

Berhad (formerly known as Malaysia Securities Exchange Berhad) to issue a statement explaining their responsibilities for 

preparing the annual audited financial statements. 

The Directors are required to ensure that the financial statements for each financial year are properly drawn up in 

accordance with the provisions of the Companies Act, 1965 and the applicable standards issued by MASB so as to give a 

true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the results 

and cash flows of the Company and the Group. 

In preparing those financial statements, the Directors are satisfied that: 

- the Group and the Company have adopted appropriate accounting policies and are consistently applied; 

- reasonable and prudent judgements and estimates were made; and 

- all applicable approved accounting standards in Malaysia have been followed and confirm that the financial statements 

have been prepared on a going concern basis. 

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time 

the financial position of the Company and of the Group and to enable them to ensure that the financial statements comply 

with the Companies Act, 1965 and applicable approved accounting standards in Malaysia. 

19

20 


KL Infrastructure Group Bhd Annual Report 2004 

Financial statements for the year 

ended 30 April 2004 

Directors’ Report 

Statement by Directors 

Statutory Declaration 

Report of the Auditors 

Balance Sheets 

Income Statements 

Consolidated Statements of Changes in Equity 

Cash Flow Statements 

Notes to the Financial Statements 

21 

24 

25 

26 

27 

28 

29 

30 

32


Directors’ report for the year ended 30 April 2004 

The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the year 

ended 30 April 2004. 

Principal activities 

The principal activity of the Company is that of an investment holding company, whilst the principal activities of the 

subsidiaries are stated in Note 4 to the financial statements. 

Results 

Group Company 

RM’000 RM’000 

Net loss for the year (46,244) (289) 

Reserves and provisions 

There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed 

in the financial statements. 

Dividend 

No dividend was paid during the year and the Directors do not recommend any dividend to be paid for the year. 

Directors of the Company 

Directors who served since the date of the last report are: 

Al-Jeffery bin Ibrahim 

Dato’ Haji Ahmad bin Haji Sa’adi 

Lai Ying Choy 

Lim Chai Chang 

Wong Kim Fah @ Vong Kim Fah 

Datuk Ahmad Rejal Arbee (appointed on 21.8.2003) 

Brigadier General Datuk Muhamad Yasin bin Yahya (appointed on 27.4.2004) 

Che Ibrahim bin Che Ismail 

KL Infrastructure Group Bhd Annual Report 2004 21

22 


Directors of the Company (continued) 

The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations (other than the 

wholly owned subsidiary) of those who were Directors at year end as recorded in the Register of Directors’ shareholdings 

are as follows: 

Number of ordinary shares 

At At 

1.5.2003 Bought Sold 30.4.2004 

Shareholdings in which Directors 

have direct interests 

The Company 

Al-Jeffery bin Ibrahim - 190,000 - 190,000 

Dato’ Haji Ahmad bin Haji Sa’adi - 190,000 - 190,000 

Lai Ying Choy - 4,640,000 - 4,640,000 

Lim Chai Chang - 190,000 - 190,000 

Wong Kim Fah @ Vong Kim Fah - 6,100,000 - 6,100,000 

Che Ibrahim bin Che Ismail - 190,000 - 190,000 

Shareholdings in which a Director 

has indirect interest 

The Company 

Lim Chai Chang 273,860,996 4,402,200 (1,100,000) 277,163,196 

Immediate holding company 

MTrans Holdings Sdn. Bhd. (“MTrans”) 

Interest of Al-Jeffery bin Ibrahim: 

- indirect 3,000,000 - - 3,000,000 

Interest of Lim Chai Chang: 

- direct 3,375,000 - - 3,375,000 

- indirect 2,625,000 - - 2,625,000 

By virtue of their interests in the shares of the Company and MTrans, the above Directors are deemed interested in the 

shares of all the other subsidiaries of the Company and MTrans during the financial year to the extent that the Company 

and MTrans have an interest. 

None of the other Directors holding office at 30 April 2004 had any interest in the ordinary shares of the Company and of 

its related corporations during the financial year. 

Directors’ benefits 

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any 

benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the 

Directors shown in the financial statements or the fixed salary of a full time employee of the Group) by reason of a contract 

made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with 

a company in which the Director has a substantial financial interest. 

There were no arrangements during and at the end of the year which had the object of enabling Directors of the Company 

to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate 

except for the issue of shares, as stated below. 

Issue of shares and debentures 

During the financial year, the Company issued 202,297,000 new ordinary shares of RM0.50 each at an issue price of RM0.51 

per share pursuant to the listing of the Company on the Main Board of Bursa Malaysia (formerly Kuala Lumpur Stock 

Exchange) on 28 May 2003. 

KL Infrastructure Group Bhd Annual Report 2004


Options granted over unissued shares 

No options were granted to any person to take up unissued shares of the Company during the financial year. 

Other statutory information 

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to 

ascertain that: 

i) all known bad debts have been written off and adequate provision made for doubtful debts, and 

ii) all current assets have been stated at the lower of cost and net realisable value. 

At the date of this report, the Directors are not aware of any circumstances: 

i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the 

Group and in the Company inadequate to any substantial extent, or 

ii) that would render the value attributed to the current assets in the Group and in the Company financial statements 

misleading, or 

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group 

and of the Company misleading or inappropriate, or 

iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the 

financial statements of the Group and of the Company misleading. 

At the date of this report, there does not exist: 

i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year which 

secures the liabilities of any other person, or 

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year. 

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become 

enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will 

or may substantially affect the ability of the Group and of the Company to meet its obligations as and when they fall due. 

In the opinion of the Directors, the results of the operations of the Group and the Company for the financial year ended 30 

April 2004 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has 

any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. 

Significant events subsequent to balance sheet date 

Significant events subsequent to balance sheet date are disclosed in Note 26 to the financial statements. 

Auditors 

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. 

Signed in accordance with a resolution of the Directors: 

…………………………………………………………. 

Dato’ Haji Ahmad Bin Haji Sa’adi 

…………………………………………………………. 


Kuala Lumpur, 

Date: 26 August 2004 


24 


Statement by Directors pursuant to 

Section 169(15) of the Companies Act, 1965 

In the opinion of the Directors, the financial statements set out on pages 27 to 52 are drawn up in accordance with the 

provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair 

view of the state of affairs of the Group and of the Company at 30 April 2004 and of the results of their operations and cash 

flows of the Group and of the Company for the year ended on that date. 

Signed in accordance with a resolution of the Directors: 

…………………………………………………………. 

Dato’ Haji Ahmad Bin Haji Sa’adi 

…………………………………………………………. 


Kuala Lumpur, 




Statutory declaration pursuant to 

Section 169(16) of the Companies Act, 1965 

I, Lai Ying Choy, the Director primarily responsible for the financial management of KL Infrastructure Group Berhad, do 

solemnly and sincerely declare that the financial statements set out on pages 27 to 52 are, to the best of my knowledge and 

belief, 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. 

Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 26 August 2004. 

Before me: 

BARATHAN A/L SINNIAH@CHINNIAH 

AMN, PJK 

Commissioner for Oaths 

......……………………………….......... 

Lai Ying Choy 


26 


Report of the auditors to the members of KL Infrastructure Group Berhad 

We have audited the financial statements set out on pages 27 to 52. The preparation of the financial statements is the 

responsibility of the Company’s Directors. Our responsibility is to express an opinion on the financial statements based on our 

audit. 

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan 

and perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence 

to give reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on 

a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment 

of the accounting principles used and significant estimates made by the Directors as well as evaluating the overall adequacy 

of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion. 

In our opinion: 

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and 

applicable approved accounting standards in Malaysia so as to give a true and fair view of: 

i) the state of affairs of the Group and of the Company at 30 April 2004 and the results of their operations and cash 

flows for the year ended on that date; and 

ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of 

the Group and of the Company; and 

(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company 

and the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of 

the said Act. 

The subsidiary in respect of which we have not acted as auditors is identified in Note 4 to the financial statements and we 

have considered its financial statements and the auditors’ report thereon. 

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial 

statements 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 audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include 

any comment made under subsection (3) of Section 174 of the Act. 

Kuala Lumpur, 



KPMG 

Firm Number: AF 0758 

Chartered Accountants 

Seow Yoo Lin 

Partner 

Approval Number: 1497/02/05(J)

Balance sheets at 30 April 2004 


Group Company 

Note 2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Property, plant and equipment 2 1,344,164 823 6 - 

Project development expenditure 3 - 1,256,715 - - 

Investment in subsidiaries 4 - - 260,325 162,029 

Investment in associate 5 - * - - * 

- 

Fixed deposits with a licensed bank 6 - 37,140 - - 

Goodwill on consolidation 

Current assets 

311 - - - 

Trade and other receivables 7 4,187 3,217 2,671 - 

Cash and cash equivalents 1,359 362 31 3 

Current liabilities 

5,546 3,579 2,702 3 

Trade and other payables 8 30,715 97,555 1,923 2,632 

Borrowings 9 4,953 98,471 - - 

Taxation 482 59 - - 

36,150 196,085 1,923 2,632 

Net current (liabilities)/assets (30,604) (192,506) 779 (2,629) 

1,313,871 1,102,172 261,110 159,400 

Financed by:- 

Capital and reserves 

Share capital 10 260,000 158,851 260,000 158,851 

Reserves and accumulated losses (44,622) 772 1,110 549 

215,378 159,623 261,110 159,400 

Negative goodwill 297 793 - - 

Long term and deferred liabilities 

Borrowings 9 1,079,882 924,297 - - 

Deferred tax liabilities 11 184 89 - - 

Amount due to holding company 12 18,130 17,370 - - 

1,098,196 941,756 - - 

* Denotes RM2 

1,313,871 1,102,172 261,110 159,400 

The financial statements were approved and authorised for issue by the Board of Directors on 26 August 2004. 

The notes set out on pages 32 to 52 form an integral part of, and should be read in conjunction with, these financial 

statements. 


28 


Income statements for the year ended 30 April 2004 


Group Company 

Note 2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Revenue 13 15,084 303 - - 

Cost of sales (3,840) - - - 

Gross profit 11,244 303 - - 

Other operating income 528 - - - 

Administration expenses (8,680) (111) (409) (31) 

Operating profit/(loss) 14 3,092 192 (409) (31) 

Interest income 338 - 131 - 

Interest expense 15 (49,119) - (11) - 

(Loss)/Profit before taxation (45,689) 192 (289) (31) 

Tax expense 16 (555) - - - 

Net (loss)/profit for the year (46,244) 192 (289) (31) 

Basic (loss)/earnings per ordinary 

share (RM) 17 (0.09) 0.01 

The notes set out on pages 32 to 52 form an integral part of, and should be read in conjunction with, these financial statements.


Statements of changes in equity for the year ended 30 April 2004 

Non 

Distributable 

(Accumulated 

distributable losses)/ 

Share Share Retained 

capital premium profits Total 

RM’000 RM’000 RM’000 RM’000 

Group 

At date of consolidation - - (11) (11) 

Net profit for the year - - 192 192 

Issue of shares 

Share issue expenses written off 

158,851 3,177 - 162,028 

not recognised in income statement - (2,586) - (2,586) 

At 30 April 2003 158,851 591 181 159,623 

Net loss for the year - - (46,244) (46,244) 

Issue of shares 101,149 2,023 - 103,172 



At 30 April 2004 260,000 1,441 (46,063) 215,378 

Note 10 

Company 

At 1 May 2002 - - (11) (11) 

Net loss for the year - - (31) (31) 

Issue of shares 


158,851 3,177 - 162,028 


At 30 April 2003 158,851 591 (42) 159,400 

Net loss for the year - - (289) (289) 

Issue of shares 101,149 2,023 - 103,172 



At 30 April 2004 260,000 1,441 (331) 261,110 

Note 10 

The notes set out on pages 32 to 52 form an integral part of, and should be read in conjunction with, these financial statements. 


30 


Cash flow statements for the year ended 30 April 2004 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Cash flows from operating activities 

(Loss)/Profit before taxation 

Adjustments for: 

(45,689) 192 (289) (31) 

Depreciation 1,252 6 1 - 

Interest expense 49,119 - 11 - 

Operating profit/(loss) before working 

capital changes 4,682 198 (277) (31) 

Changes in working capital: 

Trade and other receivables 1,461 428 (2,671) 135 

Trade and other payables (69,448) 290 (709) 2,485 

Cash (used in)/generated from operations (63,305) 916 (3,657) 2,589 

Interest paid (72) - (11) - 

Income taxes paid (27) - - - 

Net cash (used in)/generated from 

operating activities (63,404) 916 (3,668) 2,589 

Cash flows from investing activities 

Acquisition of subsidiaries, net of cash 

acquired (Note 23) (155) (162,134) (200) (162,028) 

Acquisition of additional share in an 

existing subsidiary - - (98,096) - 

Purchase of property, plant and equipment (1,777) - (7) - 

Monorail development expenditure (62,472) (8,830) - - 

Net cash used in investing activities (64,404) (170,964) (98,303) (162,028) 



Cash flow statements for the year ended 30 April 2004 

(continued) 

Cash flows from financing activities 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Drawdowns of term loans 87,285 11,364 - - 

Repayments of term loans (96,400) - - - 

Fixed deposits released from pledge 37,140 - - - 

Interest paid (1,818) (392) - - 

Repayments of hire purchase liabilities (161) (4) - - 

Proceeds from issue of share capital 103,172 162,028 103,172 162,028 

Share issue expenses (1,173) (2,586) (1,173) (2,586) 

Advances from holding company 760 - - - 

Net cash generated from financing activities 128,805 170,410 101,999 159,442 

Net increase in cash and cash equivalents 997 362 28 3 

Cash and cash equivalents at beginning of year 362 - 3 - 

Cash and cash equivalents at end of year 1,359 362 31 3 

i) Purchase of property, plant and equipment 

During the year, the Group acquired property, plant and equipment with an aggregate cost of RM2,088,000 

(2003-RM38,000) of which RM311,000 (2003-Nil) was acquired by means of hire purchase. 

The notes set out on pages 32 to 52 form an integral part of, and should be read in conjunction with, these financial 

statements. 


32 


Notes to the financial statements 

1. Summary of significant accounting policies 

The following accounting policies are adopted by the Group and the Company and are consistent with those adopted in 

previous years except for the adoption of the following: 

i) MASB 25, Income Taxes; 

ii) MASB 27, Borrowing costs; 

iii) MASB 28, Discontinuing Operations; and 

iv) MASB 29, Employee Benefits 

In addition to the new policies and extended disclosures where required by these new standards, the effects of the changes in 

the above accounting policies are disclosed in Note 24 to these financial statements. 

(a) Basis of accounting 

The financial statements of the Group and of the Company are prepared on a historical basis except as disclosed in 

the notes to the financial statements and in compliance with the provisions of the Companies Act, 1965 and 

applicable approved accounting standards in Malaysia and on a going concern basis. 

The Group has net current liabilities of RM30,600,000 (2003 - RM192,500,000) as at 30 April 2004. The validity of 

the going concern assumption is based on the following: 


i) the Company had completed its initial public offering exercise on 28 May 2003. A major portion of the proceeds 

raised from the initial public offering was used to repay the Group’s short term borrowing amounting to 

RM95,000,000 during the year ; and 

ii) KL Monorail System Sdn. Bhd. has been awarded a concession on a build, operate and transfer basis of an 

elevated monorail system called the KL Monorail, which commenced operations on 31 August 2003. The 

Directors are confident that the KL Monorail will be able to generate sufficient cash flow to meet the Group’s 

day-to-day working capital requirements as well as meeting the Group’s borrowings obligations. 

The Directors expect the Group and Company to be able to generate sufficient cash flows to meet the Group and 

Company’s obligations and their views are based on the Group and Company’s operational plans and on discussions 

with the Group and Company’s advisers but, inherently, there can be no certainty in relation to those views. These 

financial statements do not contain any adjustments which would arise should the going concern basis used in the 

preparation of the financial statements prove to be invalid. 

(b) Basis of consolidation 

Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the power, 

directly or indirectly to govern the financial and operating policies of the enterprise so as to obtain benefits from 

its activities. The financial statements of the subsidiary company are included in the consolidated financial 

statements from the date that control effectively commences until the date that control effectively ceases. The 

subsidiaries are consolidated using the acquisition method of accounting. 

A subsidiary is excluded from consolidation when either control is intended to be temporary if the subsidiary is 

acquired and held exclusively with a view of its subsequent disposal in the near future and it has not previously 

been consolidated or it operates under severe long term restrictions which significantly impair its ability to transfer 

funds to the Company. Subsidiaries excluded on these grounds are accounted for as investments. 

Under the acquisition method of accounting, the results of the subsidiaries acquired or disposed during the year 

are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values

1. Summary of significant accounting policies (continued) 

of the subsidiaries’ net assets are determined and these values are reflected in the Group financial statements. The 

difference between the acquisition cost and the fair values of the subsidiaries’ net assets is reflected as goodwill 

or negative goodwill as appropriate. 

Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. 

Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot be recovered. 

(c) Associates 

Associates are those enterprises in which the Group has significant influence, but not control, over the financial 

and operating policies. 

The consolidated financial statements include the total recognised gains and losses of associates on an equity 

accounted basis from the date that significant influence effectively commences until the date that significant 

influence effectively ceases. 

Unrealised profits arising on transactions between the Group and its associates which are included in the carrying 

amount of the related assets and liabilities are eliminated partially to the extent of the Group’s interests in the 

associates. Unrealised losses on such transactions are also eliminated partially unless cost cannot be recovered. 

Goodwill on acquisition is calculated based on the fair value of net assets acquired. 

(d) Property, plant and equipment 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. 

The monorail development expenditure, which is carried at cost less impairment losses, comprises 

expenditure incurred in the development of the KL Monorail including interest charges relating to financing 

of the development. The policy for the recognition and measurement of impairment losses is in accordance 

with Note 1(l). 

Property, plant and equipment retired from active use and held for disposal are stated at the carrying amount at 

the date when the asset is retired from active use, less impairment losses, if any. 

Depreciation 

KL Infrastructure Group Berhad 

The straight-line method is used to write off the cost of the assets over the term of their estimated useful lives at 

the following principal annual rates: 

Motor vehicles 20% 

Office renovations 20% 

Column billboards and equipment 10% - 20% 

Electrical works 20% 

Furniture, fittings and office equipment 10% - 20% 

Computers 20% 

(Company No. 425654-M) (Incorporated in Malaysia) and its subsidiaries 

The expenditure incurred for monorail development expenditure will be amortised over the remaining period of the 

Concession in proportion to earned and projected revenue from the operations of the KL Monorail. 


34 



(e) Intangible asset 

Goodwill / Negative goodwill 

Goodwill represents the excess of the cost of acquisition over the fair values of the net identifiable assets acquired 

and is stated at cost less accumulated impairment losses. 

Negative goodwill represents the excess of the fair values of the net identifiable assets acquired over the cost of 

the acquisition and is carried at cost. 

(f) Investments 

Investments in subsidiaries and associate are stated at cost in the Company less impairment losses, where 

applicable. The policy for the recognition and measurement of impairment losses is in accordance with Note 1(l). 

(g) Trade and other receivables 

Trade and other receivables are stated at cost less allowance for doubtful debts. 

(h) Employee benefits 

Short term benefits 

Wages, salaries, bonuses and social contributions are recognised as an expense in the year in which the associated 

services are rendered by employees of the Company. Short term accumulating compensated absences such as paid 

annual leave are recognised when services are rendered by employees that increase their entitlement to future 

compensated absences and short term non-accumulating compensated absences such as sick leave are recognised 

when the absences occur. 

Defined contribution plan 

Obligations for contributions to defined contribution plan are recognised as an expense in the income statement as 

incurred. 

(i) Liabilities 

Borrowings, trade and other payables and amount due to holding company are stated at cost. 

(j) Hire purchase 

Property, plant and equipment acquired under hire purchase arrangements are capitalised and the corresponding 

obligations are treated as liabilities. Finance charges of hire purchase are charged to the income statement on the 

sum-of-digits basis over the term of the arrangements. 

(k) Cash and cash equivalents 


Cash and cash equivalents consist of cash on hand, balances with banks, deposits at call and short term liquid 

investments which have an insignificant risk of changes in value.


(l) Impairment 

The carrying amount of the assets, other than financial assets (other than investment in subsidiaries and associate), 

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. An impairment loss is recognised whenever the 

carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount. 

Impairment losses are recognised in the income statement. 

The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value in use, 

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. For an asset that does not 

generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to 

which the asset belongs. 

An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of 

an exceptional nature that is not expected to recur and subsequent external events have occurred that reverse the 

effect of that event. 

In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to 

determine the recoverable amount. 

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable 

amount. It is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that 

would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. The 

reversal is recognised in the income statement. 

(m) Capitalisation of borrowing costs 

Borrowing costs directly attributable to the acquisition and construction of the KL Monorail project are capitalised 

at their respective effective interest rates as part of the cost of those assets, until such time as the assets are ready 

for their intended use or sale. Capitalisation will cease when the assets are ready for their intended use. 

(n) Income tax 



Tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income 

statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised 

in equity. 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or 

substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. 

Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases of assets 

and liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised for 

goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that at the time of the 

transaction affects neither accounting nor taxable profit. The amount of deferred tax provided is based on the 

expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted 

or substantially enacted at the balance sheet date. 

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available 

against which the asset can be utilised. 


36 



(o) Foreign currency 

Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of the 

transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are 

translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreign exchange differences arising 

on translation are recognised in the income statement. 

The closing rates used in the translation of foreign currency monetary assets and liabilities are as follows: 

(p) Revenue 

1 Pound Sterling RM6.75 (2003 – RM6.00) 

1 Euro RM4.55 (2003 – RM4.22) 

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to 

the Group and the amount of revenue can be measured reliably. In addition, revenue from the following source is 

recognised when the conditions attached are met: 

i) Ridership income 

Ridership fares are recognised upon sale of the fare ticket. 

ii) Advertising sales 

Revenue from advertising billings is measured at the fair value of the consideration receivable and is 

recognised in the income statement as it accrues. 

iii) Sale of advertisement rights 

Recognised based on agreed contractual undertaking within the Group. The contractual undertaking specifies 

a minimum guaranteed amount of revenue which recognition is based on a time apportioned basis. 

iv) Interest income 

(q) Expenses 

Recognised in the income statement as it accrues, taking into account the effective yield on the asset. 

i) Operating lease payments 

Payments made under operating leases are recognised in the income statement on a straight-line basis over 

the term of the lease. Lease incentives received are recognised in the income statement as an integral part of 

the total lease payments made. 

ii) Financing costs 



All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest 

component of hire purchase payments is recognised in the income statement so as to give a constant periodic 

rate of interest on the outstanding liability at the end of each accounting period.

2. Property, plant and equipment 

Group Column Furniture, 

billboards fittings Monorail 

Motor Office and Electrical and office Development 

vehicles renovations equipment works equipment expenditure Computers Total 

Cost RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


At 1 May 2003 872 5 - - 164 - 279 1,320 

Additions 315 - 1,174 250 253 - 96 2,088 

Acquisition of 

subsidiaries - - 25 - - - - 25 

Transfer from project 

development 

expenditure (Note 3) - - - - - 1,342,517 - 1,342,517 

At 30 April 2004 1,187 5 1,199 250 417 1,342,517 375 1,345,950 

Accumulated depreciation 

At 1 May 2003 308 3 - - 38 - 148 497 

Charge for the year 174 1 71 49 37 909 46 1,287 

Acquisition of 

subsidiaries - - 2 - - - - 2 

At 30 April 2004 482 4 73 49 75 909 194 1,786 

Net book value 

At 30 April 2004 705 1 1,126 201 342 1,341,608 181 1,344,164 

At 30 April 2003 564 2 - - 126 - 131 823 

Depreciation charge 

for the year ended 

30 April 2003 23 1 - - 3 - 5 32 


38 


2. Property, plant and equipment (continued) 

Company Office 

equipment Total 

Cost RM’000 RM’000 

At 1 May 2003 - - 

Additions 7 7 

At 30 April 2004 7 7 

Accumulated depreciation 

At 1 May 2003 - - 

Charge for the period 1 1 

At 30 April 2004 1 1 

Net book value 

At 30 April 2004 6 6 

At 30 April 2003 - - 

Depreciation charge 

for the year ended 30 April 2003 - - 

Net book value of property, plant and equipment as at balance sheet date for the Group, which are held under hire 

purchase arrangements amounted to RM626,000 (2003 - RM450,000). 

Depreciation for the Group amounting to RM35,000 (2003 - RM26,000) has been capitalised under project development 

(Note 3). 

3. Project development expenditure 

Group 

2004 2003 

RM’000 RM’000 

Opening balance/date of consolidation 1,256,715 1,247,897 

Expenditure incurred during the period 85,802 8,818 

1,342,517 1,256,715 

Transfer to property, plant and equipment (Note 2) (1,342,517) - 

Closing balance - 1,256,715 



3. Project development expenditure (continued) 

Capitalised in project development for the year are the following: Group 

2004 2003 

RM’000 RM’000 

Depreciation of property, plant and equipment 35 96 

Director’s remuneration - 885 

Interest expense on 

- Hire purchase 7 12 

- Government support, infrastructure and term loans 23,295 64,902 

Construction works payable to related companies 50,093 136,230 

Project management fees payable to a related company 4,337 8,100 

Staff costs capitalised 1,853 4,393 

Project management fees payable to a related company 

overprovided in previous years - (5,829) 

Credit received on prior year project management - (399) 

Interest income (360) (959) 

Interest is capitalised in project development at a rate of 6.36% to 10.94% (2003 -7.49% to 10.94%) per annum for 

hire purchase liabilities and 5% to 8.3% (2003 - 5% to 8.3% per annum) for the Government support, infrastructure 

and term loans. 

Included in the staff cost capitalised is RM125,000 which relates to contributions to the Employees’ Provident Fund. 

The KL Monorail is predominantly constructed on State or Reserve land with some encroachment on private land. 

Pursuant to the Concession Agreement, the Government has acquired those encroached land and has also delivered 

the land rights to the Group. 

4. Investments in subsidiaries 

Company 

2004 2003 

RM’000 RM’000 

Unquoted shares, at cost 260,325 162,029 

Details of the subsidiaries are as follows: 

Effective 

Country of ownership 

Name of Company Principal activities incorporation interest 

2004 2003 

KL Monorail System Holder of a concession Malaysia 100% 100% 

Sdn. Bhd. (“KLMS”) * agreement on a build, 

operate, and transfer 

basis of an elevated 

monorail transit system 

called the KL Monorail 

for a period of 40 years 

from 15 December 2000. 

Monorail Multimedia Providing advertising space Malaysia 100% - 

Sdn. Bhd. on columns and stations 

along the KL Monorail 

project route. 

Monorail City Property development. Malaysia 100% - 

Development Sdn. 

Bhd. and its 

subsidiary : 

Jalan-Jalan Xintiandi Dormant. Proposed to Malaysia 100% - 

Development Sdn. Bhd. be in the business of 

property management. 

* Not audited by KPMG. 


40 


5. Investment in associate 


Group and Company 

2004 2003 

RM’000 RM’000 

Unquoted shares, at cost - * - 

* Denotes RM2 

Details of the associate are as follows : 

Company Principal activity Country of Effective 

Incorporation ownership 

interest 

2004 2003 

Citi Transport Network Dormant. Malaysia 40% - 

Sdn. Bhd. (formerly 

known as Ready Network 

Sdn. Bhd) 

6. Fixed deposits with a licensed bank 

Pursuant to the Concession Agreement, KLMS is required to deposit an amount equal to 5% of the value of completed work 

certified on the KL Monorail from each drawdown from the Government Support Loan and Infrastructure Loan; and retained 

such sum in a Trust Account. The fixed deposits balance in the previous year represents the balance of the Trust Account. 

On the date of the commencement of revenue service of the KL Monorail, 50% of the Trust Account as at that date shall 

be released to KLMS. The Government is entitled to withdraw from the balance of the Trust Account for the purpose of 

remedying any defects in the construction of the KL Monorail. 

During the financial year, KLMS has arranged a Bank Guarantee amounting to RM21.25 million in favour of the Government 

to substitute the Trust Account and the fixed deposits in the Trust Account was released to KLMS to be utilised for the 

development of the KL Monorail project. 

7. Trade and other receivables 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Trade receivables 2,701 - - - 

Other receivables 1,486 2,063 207 - 

Subsidiaries - - 2,464 - 

Related company - 1,154 - - 

4,187 3,217 2,671 - 

The amounts due from subsidiaries and related company are trade related, unsecured, and interest free. 

Included in other receivables is Nil (2003 - RM1,256,000) due from Jabatan Pengairan dan Saluran for construction work 

on a river wall.

8. Trade and other payables 


Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Trade payables 542 - - - 

Other payables and accrued expenses 10,279 7,457 315 1,534 

Subsidiaries - - 1,608 929 

Related companies 19,894 90,098 - 169 

30,715 97,555 1,923 2,632 

The amounts due to subsidiaries and related companies constitute progress claims on the construction of the KL Monorail 

and are unsecured, interest free and are payable progressively on a milestone basis in accordance with the terms of their 

respective contracts. 

9. Borrowings 

Group 

2004 2003 

RM’000 RM’000 

Current 

Term loans - unsecured 4,821 98,393 

Hire purchase liabilities 132 78 

4,953 98,471 

Non-current 

Long term loans - secured 1,077,215 918,898 

- unsecured 2,262 5,090 

Hire purchase liabilities 405 309 

1,079,882 924,297 

1,084,835 1,022,768 

Maturity of borrowings (excluding hire purchase) 

Within one year 4,821 98,393 

More than 1 year and less than 2 years 2,262 2,828 

More than 2 years and less than 5 years 52,350 2,262 

5 years or more 1,024,865 918,898 

1,084,298 1,022,381 


42 


9. Borrowings (continued) 

Hire purchase liabilities 

Payments Interest Principal Payments Interest Principal 

2004 2004 2004 2003 2003 2003 

Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Less than one year 171 39 132 109 31 78 

Between one and five years 479 74 405 321 52 269 

More than five years - - - 48 8 40 


650 113 537 478 91 387 

The hire purchase liabilities are subject to fixed interest rates ranging from 6.36% to 10.94% (2003 – 7.49% to 10.94%) 

per annum. 

Unsecured term loans 

AmMerchant Bank Bhd. (“AMMB”) Loan 

The unsecured short term loan, owing to AMMB, bears interest at a rate of 7.31% (2003 - 7.31%) per annum and is 

repayable in the following manner: 

i) initial cash payment of RM13 million; 

ii) additional cash repayment of RM15 million via 3 equal monthly instalments of RM5 million each; 

iii) conversion of RM5 million into the Company’s shares pursuant to a proposed conversion of debts pursuant to the 

listing scheme ; 

iv) repayment of RM95 million from part of the proceeds from the Company’s proposed public issue on 31 May 2003 ; 

and 

v) repayment of the remaining capitalised facility of approximately RM8.5 million via 5 equal semi-annual 

instalments commencing on the first anniversary of the commencement of revenue service of KL Monorail or 

1 March 2004, whichever is earlier. 

During the financial year, the Group settled RM95 million of the short term loan. 

Secured term loans 

Government Support Loan 

The RM300 million Government Support Loan bears interest at a rate of 5% (2003 – 5%) per annum and is secured by 

the following: 

i) Debenture by way of fixed and floating charge over all present and future assets of KLMS; 

ii) Legal charge over the revenue collection; and 

iii) Legal charges on equity account, support loan account and trust account. 

Interest is capitalised for the initial 96 months from the date of the first drawdown (i.e. 2 July 1999). The principal 

amount and capitalised interest are repayable in 30 semi-annual instalments commencing on the date falling 102 

months from the date of first drawdown. 

Infrastructure Loan 

The RM620 million Infrastructure Loan from Bank Pembangunan Dan Infrastruktur Malaysia Berhad bears interest at a 

rate of 8.3% (2003 – 8.3%) per annum. Security arrangements, which are on a pari-passu basis with the Government 

Support Loan, are as follows: 

i) Debenture by way of fixed and floating charge over all present and future assets of KLMS; 

ii) Legal charge over the revenue collection; 

iii) Assignments of all present and future rights, titles, interests and benefits under all insurance and contracts taken 

out in respect of the KL Monorail Project; 

iv) Assignment of termination payments receivable by KLMS pursuant to the Concession Agreement; and 

v) Legal charge over dividend escrow moneys and credit balances.

9. Borrowings (continued) 


Interest is capitalised onto the principal for the first four (4) years from the date of the first drawdown (i.e. 29 June 2001). 

Thereafter, it is payable semi-annually commencing on the date falling 54 months from the date of first drawdown. 

Principal is to be repayable in 28 semi-annual instalments commencing on the date falling 90 months from the date of 

the first drawdown. 

10. Share capital 

Group and Company 

2004 2003 

RM’000 RM’000 

Ordinary shares of RM0.50 each: 

Authorised 500,000 500,000 

Issued and fully paid up : 

At 1 May 158,851 - * 

Issued during the year 101,149 158,851 

At 30 April 260,000 158,851 

* Denotes RM2 

11. Deferred tax liabilities 

The recognised deferred tax liabilities are as follows: 

Group 

2004 2003 

RM’000 RM’000 

Property, plant and equipment 184 89 

Deferred tax liabilities and assets are offset where there is a legally enforceable right to set off current tax assets 

against current tax liabilities and where the deferred taxes relate to the same tax authority. 

No deferred tax has been recognised for the following items : 

Group 

2004 2003 

RM’000 RM’000 

Unutilised tax losses 46,708 - 

Unabsorbed capital allowances 256 - 

46,964 - 

The unutilised tax losses and unabsorbed capital allowances of the respective subsidiaries do not expire under current 

tax legislation. Deferred tax assets have not been recognised in respect of these because it is not probable that future 

taxable profits will be available against which certain subsidiaries of the Group can utilise the benefits. In addition, the 

Group has unutilised investment tax allowances of RM581,300,000 (2003 – RM544,800,000). 


44 


12. Amount due to holding company 

The amount due to MTrans Holdings Sdn. Bhd. is non-trade in nature and is unsecured, interest free and has no fixed 

terms of repayment. It relates to advances made by the Holding Company for working capital purposes. 

13. Revenue 

Group 

2004 2003 

RM’000 RM’000 

Ridership income 9,247 - 

Advertising income 5,431 - 

Sales of advertisement rights 333 303 

Retail rental 73 - 

14. Operating profit/(loss) 

Operating profit/(loss) is arrived at 

after charging: 


15,084 303 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Auditors’ remuneration 

- Holding company auditors 49 20 40 20 

- Other auditors 28 3 - - 

Company’s Directors 

- Fees 160 - - - 

- Remuneration 1,008 - - - 

- Other emoluments 33 - 18 - 

Depreciation 1,252 6 1 - 

Foreign exchange loss 

- Realised 72 - - - 

- Unrealised - 6 - - 

Staff costs 6,530 - 139 - 

Rental of equipment 4 - - - 

Rental of premises 86 - - - 

And after crediting: 

Foreign exchange gains 

- Realised 3 - - - 

i) The number of employees of the Group and of the Company (including Directors at the end of the year was 323 

(2003 – 141) and 22 (2003 - Nil) respectively. Staff costs include contributions to the Employees’ Provident Fund of 

RM483,200 (2003 – Nil). 

ii) The estimated monetary value of Directors’ benefits-in-kind in the Group and Company is RM14,900 (2003 – 

RM13,000) and RM14,900 (2003 – Nil) respectively. 

iii) Certain staff cost (including Directors’ remuneration) for the Group has been capitalised under project development 

during the year (prior to the commencement of the monorail revenue operations) and is disclosed in Note 3 to the 

financial statements.

15. Interest expense 


Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Term loans 49,100 - - - 

Hire purchase liabilities and others 19 - 11 - 

16. Tax expense 

49,119 - 11 - 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Current tax expense 

- current 509 - - - 

- (over)/under provision in prior years (49) - - - 

460 - - - 

Deferred tax expense 

- origination of temporary differences 95 - - - 

555 - - - 

A reconciliation of the statutory income tax rate and the effective income tax rate of the Group and the Company is as 

follows: 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

(Loss)/Profit before tax (45,689) 192 (289) (31) 

Taxation at Malaysian 

statutory tax rate of 28% (12,793) 54 (81) (5) 

Tax effect of expenses not 

deductible for tax purposes 287 4 81 5 

Effect of change in tax rate (40) - - - 

Deferred tax assets not recognised 

during the financial year 13,150 - - - 

Utilisation of investment 

tax allowance - (33) - - 

Utilisation of previously 

unrecognised deferred tax assets - (25) - - 

604 - - - 

Over provision in prior years (49) - - - 

Tax expense for the year 555 - - - 


46 


17. (Loss)/Earnings per ordinary share - Group 

Basic (loss)/earnings per share 

Basic (loss)/earnings per share is calculated by dividing the net (loss)/profit for the financial year by the weighted 

average number of ordinary shares in issue during the financial year. 

2004 2003 

Net (loss)/profit for the financial year (RM’000) (46,244) 192 

Weighted average number of ordinary shares in issue (‘000) 505,036 38,298 

Basic (loss)/earnings per share (RM) (0.09) 0.01 

18. Segmental information 

Segment information is presented in respect of the Group’s business segments and is based on the Group’s 

management and internal reporting structure. Inter-segment pricing is determined based on negotiated terms. 

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be 

allocated on a reasonable basis. Unallocated items mainly comprise interest-earning assets and revenue, interestbearing 

loans, borrowings and expenses, and corporate assets and expenses. Segment capital expenditure is the total 

cost incurred during the period to acquire segment assets that are expected to be used for more than one period. 

Intersegment pricing is determined on an arm’s length basis under terms, conditions and prices not materially different 

from transactions with unrelated parties. 

Business segments 

The Group comprises the following main business segments : 

i) Monorail operations – 

Concessionaire and operator of a 8.6 kilometre intra city monorail transit system known as the KL Monorail. 

ii) Advertising – 

The Group undertakes the provision of advertising space within the KL Monorail corridor covering monorail 

columns, guideway beams, trains, stations and tickets. 

iii) Investment holding – 

Investment in properties and other investments. 

Geographical segments 

No analysis by geographical location is prepared as the Group’s activities are predominantly in Malaysia. 


18. Segmental information (continued) 

Business segments 


Monorail Investment 

operations Advertising holding Eliminations Consolidated 

2004 RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue - external 9,653 5,431 - - 15,084 

Inter-segment revenue 1,667 - - (1,667) - 

Total revenue 11,320 5,431 - (1,667) 15,084 

Segment result 973 2,555 (409) - 3,119 

Unallocated expenses (27) 

Operating profit 3,092 

Interest expense (49,119) 

Interest income 338 

Loss before taxation (45,689) 

Tax expense (555) 

Net loss for the year (46,244) 

Segment assets 1,344,791 4,672 558 - 1,350,021 

Segment liabilities 1,129,464 4,551 331 - 1,134,346 

Capital expenditure 86,412 1,471 7 - 87,890 

Depreciation and 

amortisation 1,163 123 1 - 1,287 

No financial information by segment have been prepared for 2003 as the Group’s activities are primarily in respect of 

monorail operations and are principally conducted in Malaysia. 

19. Contingent liabilities 

Contingencies 

i) Contingencies relate to undertakings given by the Company to third parties pursuant to a RM620 million 

infrastructure loan obtained by the subsidiary, KLMS, which has been awarded a concession to design, construct, 

maintain, manage and operate an intra-city public transit system called the KL Monorail. 

Included amongst the security documentation for the Infrastructure Loan Facility granted on 31 May 2001, is an 

Undertaking Agreement signed on 27 June 2001 between KLMS, the Company and other parties, whereby the 

Company has undertaken the following: 

a) to meet all cost overruns and cashflow deficiency during the construction period of the KL Monorail Project 

in the form of equity or shareholders’ advances. 

b) to meet all outstanding payments or other obligations in the form of equity or shareholders’ advances under 

a RM135,689,342 debt restructuring agreement dated 8 June 2001 and supplemental dated 17 July 2001 

entered into between KLMS and AMMB, in the event KLMS fails to settle, comply or meet such outstanding 

payment or other obligations. 


48 


19. Contingent liabilities (continued) 

ii) A performance guarantee was given by a subsidiary, KLMS in favour of the Government in respect of any possible 

drawdown for remedial and/or maintenance works for defects in the construction of the KL Monorail. 


Contingent liability - secured 

Group 

2004 2003 

RM’000 RM’000 

Secured - (Note 6) 21,250 - 

Litigation 

i) On 7 March 2003, a legal suit was filed by an individual (“Plaintiff”) against MTrans Holdings Sdn. Bhd., Monorail 

Malaysia Technology Sdn. Bhd., KLMS and the Director General of Railways for a sum of RM5 Million for alleged 

negligence on the part of KLMS and the said parties, which is claimed to have resulted in injuries to him. The 

plaintiff is also claiming RM5,000 per month for future medical expenses and special damages of RM20,000. 

KLMS, who was named the second defendant in the said suit, has referred the matter to its insurers and/or legal 

advisers to undertake its defence to the legal proceedings. On 15 January 2004, the Plaintiff has taken out an 

application for interim payments which is fixed for hearing on 20 September 2004. The Company’s insurer’s legal 

advisors are preparing an affidavit to oppose this application. 

On 31 May 2004, MTrans Holdings Sdn. Bhd. has secured its release as a party to the legal suit via a successful 

application to the High Court. 

The Directors are of the opinion that there is in place adequate insurance coverage under KLMS’ Third Party 

Liability policy to address any contingency claims that may arise. Accordingly, no provision has been made and no 

adjustment was made to the financial statements. 

ii) Subsequent to the year end, on 21 June 2004, a legal suit has been filed by a third party seeking RM74.9 million 

in special damages from KLMS for alleged breach of the Master Tenancy Agreement relating to the tenancy of all 

the retail outlets of the monorail stations. The solicitors have on behalf of KLMS filed a defence and counterclaim 

on 27 July 2004. The Directors are of the opinion that KL Monorail System Sdn Bhd has sustainable defences to 

the Plaintiff’s claim. 

20. Commitments 

Group 

2004 2003 

RM’000 RM’000 

Property, plant and equipment 

Approved and contracted for 76,980 72,645 

21. Holding companies 

The holding and ultimate holding company is MTrans Holdings Sdn. Bhd. and Besjujur Sdn. Bhd. respectively, both 

incorporated in Malaysia.

22. Related parties 


Controlling related party relationships are as follows: 

i) The holding and ultimate holding companies and their subsidiaries as disclosed in Note 21. 

ii) Its subsidiaries as disclosed in Note 4. 

iii) Its substantial shareholders. 

Related companies are companies within the MTrans Holdings Sdn. Bhd. group of companies. Significant transactions 

with related companies, other than those disclosed elsewhere in the financial statements, are as follows: 

Group Company 

2004 2003 2004 2003 

RM’000 RM’000 RM’000 RM’000 

Monorail Malaysia Technology Sdn. Bhd. 

- System supply works payable 49,728 46,482 - - 

MTrans Construction Sdn. Bhd. 

- Construction works payable 365 89,748 - - 

KL Monorail Project Services Sdn. Bhd. 

- Project management fees payable 4,337 2,277 - - 

Monorail Multimedia Sdn. Bhd. 

- Advertisement rights receivable - 303 - - 

The Directors are of the view that the above transactions have been entered into in the normal course of business 

and have been established under negotiated terms. Significant related company balances are disclosed in Notes 7 

and 8. 

23. Acquisition of subsidiaries 

On 30 July 2003, the Group acquired all the shares in Monorail Multimedia Sdn. Bhd. (“MM”) and Monorail City 

Development Sdn. Bhd. (“MCD”) for a consideration of RM2 each, respectively. 

In the previous year, on 18 March 2003, the Company completed the acquisition of KLMS and the conversion of 

KLMS’ existing debts of RM5,000,000 owing to AMMB via the issuance of 307,898,996 and 9,804,000 new ordinary 

shares of RM0.50 each at an issue price of RM0.51 each, respectively. For the one and a half months ended 30 April 

2003, the subsidiary contributed a net profit of RM208,000 to the consolidated net profit for the year. 

The fair values of assets and liabilities assumed and their cash flow effects are as follows: 

2004 2003 

RM’000 RM’000 

Non current assets 

Property, plant and equipment 23 817 

Fixed deposits with a licensed bank - 37,057 

Project development - 1,247,897 

Current assets 2,474 2,333 

Current liabilities (2,608) (201,167) 

Long term and deferred liabilities - (924,116) 

Net assets acquired (111) 162,821 

Goodwill/(Reserve) on consolidation 311 (793) 

Purchase consideration 200 162,028 

Cash and cash equivalents assumed net of fixed deposits 

retained in a Trust Account (Note 6) (45) 106 

Net cash outflow 155 162,134 


50 


23. Acquisition of subsidiaries (continued) 

Effect of acquisition 

The acquisition of the subsidiaries had the following effect on the Group’s operating results, assets and liabilities as 

at 30 April 2004: 

RM’000 

Income statement: 

Revenue 5,431 

Operating costs (2,903) 

Profit before taxation 2,528 

Tax expense (604) 

Profit after taxation 1,924 

Increase in the Group’s net profit at the end of financial year 1,924 

RM’000 

Balance sheet: 

Property, plant and equipment 1,371 

Current assets 5,041 

Current liabilities (4,504) 

Long term liabilities - 


Net assets acquired/ Group’s share of net assets 1,908 

Goodwill on acquisitions 311 

Less: Amortisation - 

Increase in Group’s net assets 2,219 

24. Changes in accounting policies 

In the current financial year, the Group and the Company adopted four new MASB Standards. The adoption of these 

new standards resulted in changes in accounting policies as follows:- 

i) MASB 25, Income Taxes and MASB 29, Employee Benefits, which have been adopted retrospectively. The 

adoption of these standards has no material impact on the financial statements; 

ii) MASB 27, Borrowing Costs have been adopted retrospectively. Comparative figures have not been restated as 

the previous policy was in line with the accounting standard; and 

iii) MASB 28, Discontinuing Operations, which is applied prospectively. The adoption of this standard has no impact 

on the financial statements. 

The adoption of MASB 25 has resulted in the recognition in full of all taxable temporary differences. Previously, deferred 

tax liabilities were not provided if no liability was expected to arise in the foreseeable future and there were no indications 

the timing differences would reverse thereafter. Deferred tax assets are now recognised when it is probable that future 

taxable profits will be available against which the deferred tax asset can be utilised (previously only recognised where 

there was a reasonable expectation of realisation in the near future). 

25. Financial instruments 

Financial risk management objectives and policies 

Exposure to credit, interest rate, currency and liquidity risk arises in the normal course of the Group and Company’s 

business. The management of these risks is set out below.


25. Financial instruments (continued) 

Credit risk 

The Group and Company’s maximum exposure to credit risk is represented by the carrying amount of cash and cash 

equivalents and trade and other receivables. There are no significant concentrations of credit risk and the Directors 

monitors these exposures on an ongoing basis. 

Currency risk 

The Group and Company is not exposed to any significant currency risk as transactions are mainly conducted in Ringgit 

Malaysia. 

Interest rate risk 

The Group’s interest-earning assets arise from deposits with licensed banks. Interest-bearing liabilities include borrowings 

obtained by the Group in which details are set out in Note 9 to the financial statements. The Group does not hedge these 

exposures. The investment in financial assets are mainly short term in nature and they are not held for speculative 

purposes. 

Liquidity risk 

The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure 

that all financing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group 

maintains sufficient levels of cash and cash equivalents and banking facilities of a reasonable level to meet its working 

capital requirements. In addition, the Group strives to maintain available banking and government loan facilities of a 

reasonable level to finance its development project. 

Effective interest rates and repricing analysis 

In respect of interest earning financial assets and interest bearing liabilities, the following table indicates their 

effective interest rates at the balance sheet date and the periods in which they reprice or mature, whichever is earlier. 

Group (Year - 2004) 

Effective 

interest Within 1-5 After 

rate Total 1 year years 5 years 

% RM’000 RM’000 RM’000 RM’000 

Financial liabilities 

Government Support Loan 5.00 372,896 - 45,306 327,590 

Infrastructure Loan 8.30 704,319 - 7,043 697,276 

Unsecured term loan 7.31 7,083 4,821 2,262 - 

Group (Year - 2003) 

Financial assets 

Fixed deposits with licensed 

banks 2.80 37,140 - - - 

Financial liabilities 

Government Support Loan 5.00 354,928 - - 354,928 

Infrastructure Loan 8.30 563,970 - - 563,970 

Unsecured term loan 7.31 103,483 98,393 5,090 - 


52 


25. Financial instruments (continued) 

Fair values 

In respect of cash and bank balances, trade and other receivables, trade and other payables and short term 

borrowings, the carrying amounts approximate their fair values due to the relatively short term nature of these 

financial instruments. 

The Directors estimate that the fair values of unquoted investments and long term borrowings approximate their 

book value. The salient features of the respective long term borrowings are as disclosed in Note 9. It is not practical 

to estimate the fair value of amount due to the holding company as there are no specific repayment terms. However, 

the Directors do not anticipate the carrying amount recorded at the balance sheet date to be significantly different 

from the value that would eventually be paid. 

26. Significant events subsequent to balance sheet date 

i) There are certain conditions precedent that have yet to be completed after the year end, arising from certain 

Share Sale Agreements in which the Company has entered into on 16 April 2004. The agreements relate to the 

acquisition of shares in the following : 


a) Acquisition of 518,000 ordinary shares of RM1.00 each in the share capital of Mutiara Pahim Sdn Bhd, 

representing 70% of the total equity interest in Mutiara Pahim Sdn Bhd at a total consideration of 

RM4,260,285; 

b) Acquisition of 350,000 ordinary shares of RM1.00 each in the share capital of Mekar Express Sdn Bhd, 

representing 70% of the total equity interest in Mekar Express Sdn Bhd at a total consideration of 

RM2,379,000; 

c) Acquisition of 363,000 ordinary shares of RM1.00 each in the share capital of Ballan Sdn Bhd, representing 

28.1% of the total equity interest in Ballan Sdn Bhd at a total consideration of RM1,160,714; 

d) Acquisition of 840,000 ordinary shares of RM1.00 each in the share capital of Eltabina Jaya Sdn Bhd, 

representing 70% of the total equity interest in Eltabina Jaya Sdn Bhd at a total consideration of 

RM2,842,000; and 

e) Acquisition of 350,000 ordinary shares of RM1.00 each in the share capital of Darul Naim Express Sdn Bhd, 

representing 70% of the total equity interest in Darul Naim Express Sdn Bhd at a total consideration of 

RM980,000; 

The above acquisitions would provide the Company the opportunity to expand its core business of providing 

public transportation services to include provision of express bus services. 

ii) The Company announced on 11 May 2004 that it had acquired two ordinary shares of RM1.00 each in the capital 

of Operasi Etnik Sdn. Bhd., representing 100% equity interest, at a total consideration of RM2.00. 

iii) The Company has on 8 July 2004 subscribed for an additional of 1,900,000 shares of RM1.00 each in the capital 

of its wholly-owned subsidiary, Monorail City Development Sdn Bhd at a total cash consideration of RM1,900,000.

COPPORATE INFORMATION LIST OF PROPERTIES As at 30 April 2004 


The land leased by the Government to KL Monorail System Sdn Bhd as at 30 April 2004 for the KL 

Monorail Project are as follows:- 

Location 

HS(D)103436 PT31 Section 

55, Mukim and District of 

Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 


94A, Mukim and District of 

Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 

Description / Tenure / 

Date of Expiry of Lease 

Government lease land 

expiring on 14 Dec 2040. 

Land Area:11,008 sq.m 















Land Area:333 sq.m 












Land Area: 1,518 sq.m 

Existing Use 

Traction Power Sub-Station 

Proposed development of 

retail, food and 

entertainment outlets 

Monorail Depot and 

proposed development of 



Administrative Building and 

KL Monorail Control Centre 




KL Monorail Control Centre 

Car Park 

KL Monorail Station – 

Medan Tuanku 


KL Monorail Station – Bukit 

Bintang 




Date of 

Acquisition 

14 April 2003 

14 April 2003 

11 Mar 2003 

11 Mar 2003 

14 April 2003 

11 June 2002 

2 July 2002 

3 July 2002 

3 July 2002 

31 Oct 2003 

Book Value 

(RM) 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

53

LIST OF PROPERTIES As at 30 April 2004 


54 

LIST OF PROPERTIES (continued) 

Location 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 



Kuala Lumpur 

Description / Tenure / 

Date of Expiry of Lease 




























Existing Use 


Titiwangsa 


and proposed commercial 

development 


Chow Kit 


Bukit Nanas 


Raja Chulan 


Hang Tuah and Traction 

Power Sub-Station 


Maharajalela 


Tun Sambanthan 


KL Sentral 

Date of 

Acquisition 

31 Oct 2003 

31 Oct 2003 

31 Oct 2003 

31 Oct 2003 

10 Feb 2004 

12 Mar 2004 

10 Feb 2004 

6 Nov 2003 

31 Oct 2003 

Book Value 

(RM) 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120 

1,120

Authorised Share Capital : RM500,000,000.00 

Issued and paid-up Capital : RM260,000,000.00 

Class of Shares : Ordinary Shares of RM0.50 each 

Voting Rights : One vote per share 

ANALYSIS OF SHAREHOLDINGS As at 6 September 2004 


Size of Shareholdings No. of % of No. of Shares % of Issued 

Shareholders Shareholders Held Capital 

Less than 100 16 0.42 500 0.00 

100 to 1,000 1,262 33.40 446,122 0.09 

1,001 to 10,000 1,785 47.25 9,128,982 1.76 

10,001 to 100,000 614 16.26 19,186,900 3.68 

100,001 to less than 5% of 

issued shares 96 2.54 130,000,300 25.00 

5% and above of 

issued shares 5 0.13 361,237,196 69.47 

Total 3,778 100.00 520,000,000 100.00 

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 6 SEPTEMBER 2004 

Substantial Direct Interest Indirect Interest 

Shareholders No. of shares % No. of shares % 

MTrans Holdings 265,073,196 50.97 - - 

Sdn Bhd 

Syarikat Prasarana 52,000,000 10.00 - - 

Negara Berhad 

Chew Keat Soon 32,207,400 6.19 ***279,834,196 53.81 

Lembaga Tabung 26,000,000 5.00 - - 

Angkatan Tentera 

Lim Chai Chang 190,000 0.04 *265,163,196 51.00 

Wong Kit Fun 90,000 0.02 **265,073,196 50.97 

* Deemed interested by virtue of his and his wife’s (Wong Kit Fun) shareholdings of 15% and more in MTrans Holdings 

Sdn Bhd pursuant to Section 6A of the Companies Act, 1965 (265,073,196) and his wife’s shareholdings in the Company 

(90,000) 

** Deemed interested by virtue of her and her husband’s (Lim Chai Chang) shareholdings of 15% and more in MTrans 

Holdings Sdn Bhd pursuant to Section 6A of the Companies Act, 1965 

*** Deemed interested by virtue of his shareholdings of 15% and more in Besjujur Sdn Bhd and Wasanas Sdn Bhd who in 

turn hold more than 15% in MTrans Holdings Sdn Bhd (265,073,196) and KL Monorail Concessionaire Sdn Bhd (14,476,000) 

respectively pursuant to Section 6A of the Companies Act, 1965, his wife’s shareholdings in the Company (230,000) and his 

wife’s interests in Hitech Specialties Sdn Bhd (55,000) 

55

ANALYSIS OF SHAREHOLDINGS As at 6 September 2004 

56 


LIST OF DIRECTORS’ SHAREHOLDING AS AT 6 SEPTEMBER 2004 

Direct Interest Indirect Interest 

Names No. of shares % No. of shares % 

Dato’ Haji Ahmad bin Haji Sa’adi 190,000 0.04 - - 

Wong Kim Fah @ Vong Kim Fah 6,100,000 1.17 - - 

Datuk Ahmad Rejal Arbee - - - - 

Al-Jeffery bin Ibrahim 190,000 0.04 - - 

Lai Ying Choy 4,640,000 0.89 - - 

Lim Chai Chang 190,000 0.04 *265,163,196 51.00 

Che Ibrahim bin Che Ismail 12,190,000 2.34 - - 

Brigadier General (Rtd) Datuk Muhamad Yasin bin Yahya - - - - 

*Deemed interested by virtue of his & his wife’s (Wong Kit Fun) shareholdings of 15% & more in MTrans Holdings Sdn Bhd 

pursuant to Section 6A of the Companies Act,1965 (265,073,196) & his wife’s shareholdings in the Company (90,000) 

LIST OF THIRTY (30) LARGEST SHAREHOLDERS AS AT 6 SEPTEMBER 2004 

No. Name No. of Shares Held % of Issued Capital 

1. AMMB Nominees ( Tempatan) Sdn Bhd 180,000,000 34.62 

(Pledged securities account for MTrans Holdings Sdn Bhd) 

2. MTrans Holdings Sdn Bhd 77,073,196 14.82 

3. Syarikat Prasarana Negara Berhad 52,000,000 10.00 

4. HSBC Nominees (Tempatan) Sdn Bhd 26,164,000 5.03 

(Pledged securities account for Chew Keat Soon) 

5. Lembaga Tabung Angkatan Tentera 26,000,000 5.00 

6. AMMB Nominees (Tempatan) Sdn Bhd 25,000,000 4.81 

(Pledged securities account for Lambung Kapital Sdn Bhd) 


(Pledged securities account for Tradisi Suria Sdn Bhd) 

8. KL Monorail Concessionaire Sdn Bhd 14,476,000 2.78 

9. Che Ibrahim bin Che Ismail 12,000,000 2.31 

10. Kengqiang Corporation Sdn Bhd 8,500,000 1.63 


(Pledged securities account for MTrans Holdings Sdn Bhd) 

12. HLG Nominee (Tempatan) Sdn Bhd 5,800,000 1.12 

(EON Finance Berhad for Wong Kim Fah @ Vong Kim Fah) 


(EON Finance Berhad for Chew Keat Soon) 


(EON Finance Berhad for Lai Ying Choy) 

15. Hew Tet Ken 3,718,700 0.72 

16. Hew Su Yen 3,051,500 0.59 

17. HSBC Nominees (Tempatan) Sdn Bhd 2,615,400 0.50 

(HSBC (Malaysia) Trustee Berhad for Amanah Saham Sarawak) 

18. Yee Ah Kow 1,300,000 0.25 

19. Kenanga Nominees (Tempatan) Sdn Bhd 1,100,000 0.21 

(EON Finance Berhad for Seni Kenanga Sdn Bhd) 

20. Abdul Halim Bin Mohamed 1,000,000 0.19 

21. Employees Provident Fund Board 800,000 0.15 

22. Lim Shiu Ho 675,900 0.13 

23. Foong Weng Choong 541,000 0.10 

24. Edwin Yau Wai Ho 500,000 0.10 

25. Mohd Radhi bin Md Shukri 500,000 0.10 

26. HDM Nominees (Asing) Sdn Bhd 500,000 0.10 

(UOB Kay Hian Pte Ltd for Toh Kian Boon) 

27. Joseph Yeo 500,000 0.10 

28. Aznan Bin Sharib 500,000 0.10 

29. Kenanga Nominees (Tempatan) Sdn Bhd 495,300 0.10 

(Pledged securities account for Pang Nyuk Yin) 

30. Mayban Nominees (Tempatan) Sdn Bhd 441,000 0.08 

(Pledged securities account for Chew Ai Lin)

KL INFRASTRUCTURE GROUP BERHAD 

(Company No. 425654-M) 

(Incorporated in Malaysia) 

NOTICE OF ANNUAL GENERAL MEETING 



NOTICE IS HEREBY GIVEN THAT the Seventh Annual General Meeting of KL INFRASTRUCTURE GROUP BERHAD will be held 

at Bintang Room, Level 1, Radius International Kuala Lumpur, 51-A, Changkat Bukit Bintang, 50200 Kuala Lumpur on 

Thursday, 28 October 2004 at 10.00am for the following purposes:- 

AGENDA 

1. To receive the Audited Financial Statements for the financial year ended 30 April 2004 together with 

the Reports of the Directors and the Auditors thereon. 

2. To re-elect the following Directors who retire in accordance with Article 85 of the Articles of 

Association of the Company, and being eligible, have offered themselves for re-election:- 

Y. Bhg. Dato’ Haji Ahmad bin Haji Sa’adi 

Mr. Wong Kim Fah @ Vong Kim Fah 

3. To re-elect Brigadier General (Rtd) Datuk Muhamad Yasin bin Yahya who retires in accordance with 

Article 92 of the Articles of Association of the Company, and being eligible, has offered himself for 

re-election. 

4. To re-appoint Messrs. KPMG as Auditors of the Company until the conclusion of the next Annual 

General Meeting and to authorise the Directors to fix their remuneration. 

5. As Special Business 

To consider and, if thought fit, with or without any modification, to pass the following which will 

be proposed as Ordinary Resolution:- 

Ordinary Resolution 

- Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 

“THAT subject to Section 132D of the Companies Act, 1965 and approvals of the relevant 

governmental/ regulatory authorities, the Directors be and are hereby empowered to issue and allot 

shares in the Company, at any time and upon such terms and conditions and for such purposes as 

the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of 

shares issued pursuant to this Resolution does not exceed ten per centum (10%) of the issued and 

paid-up share capital of the Company for the time being and the Directors be and are also 

empowered to obtain the approval for the listing of and quotation for the additional shares so issued 

on the Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad); 

AND THAT such authority shall commence immediately upon the passing of this Resolution and 

continue to be in force until the conclusion of the next Annual General Meeting of the Company.” 

By Order of the Board 

Lai Ying Choy (MIA 5803) 

Chua Siew Chuan (MAICSA 0777689) 

Company Secretaries 

Kuala Lumpur 

5 October 2004 

(Resolution 1) 





57



58 

Explanatory Note to Special Business:- 

Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 

The proposed adoption of the Ordinary Resolution is primarily to give flexibility to the Board of Directors to issue and 

allot shares at any time in their absolute discretion without convening a general meeting. This authority, unless revoked 

or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. 

Notes:- 

1. A member 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 and the provision of Section 149(1)(b) of the Companies Act, 1965 

shall not apply to the Company. 

2. A Member shall not be entitled to appoint more than ten (10) proxies to attend and vote at the same meeting. Where a 

member appoints more than one (1) proxy, the appointment shall be invalid unless he specified the proportion of his 

shareholding to be represented by each proxy. Each proxy appointed, shall represent a minimum of 1,000 shares. 

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in 

writing or if such appointor is a corporation, under its Common Seal or the hand of its attorney. 

4. The instrument appointing a proxy, duly completed, must be deposited at the Company’s Registered Office at Level 7, 

Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than 48 

hours before the time for holding the Meeting or at any adjournment thereof. 

Statement Accompanying Notice of Annual General Meeting 

1. Details of Annual General Meeting 

The Seventh Annual General Meeting of KL INFRASTRUCTURE GROUP BERHAD will be held at Bintang Room, Level 1, 

Radius International Kuala Lumpur, 51-A, Changkat Bukit Bintang, 50200 Kuala Lumpur on Thursday, 28 October 2004 

at 10.00am. 

2. Directors standing for re-election 

The Directors who are standing for re-election are as follows:- 

(a) Y. Bhg. Dato’ Haji Ahmad bin Haji Sa’adi (Article 85 of the Company’s Articles of Association) 

(b) Mr. Wong Kim Fah @ Vong Kim Fah (Article 85 of the Company’s Articles of Association) 

(c) Brigadier General (Rtd) Datuk (Article 92 of the Company’s Articles of Association) 

Muhamad Yasin bin Yahya 

3. Profile and shareholdings of Directors who are standing for re-election 

The details of Directors who are standing for re-election can be found on pages 3 to 4 of the Annual Report. 

The shareholdings of Directors standing for re-election are stated on page 56 of the Annual Report. 

4. Details of Attendance of Directors at Board Meetings 

The information on Board Meetings and attendance of the Directors can be found on page 6 of the Annual Report.

FORM OF PROXY 

FORM OF PROXY 

I/We, NRIC No./Company No. 

(full name in block capitals) 

of 

(full address) 


Number of shares held CDS Account No. 

being a *Member/Members of KL INFRASTRUCTURE GROUP BERHAD (“the Company”), hereby appoint 

of 

or * failing him/her, 

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 

Seventh Annual General Meeting of the Company, to be held at Bintang Room, Level 1, Radius International Kuala Lumpur, 

51-A, Changkat Bukit Bintang, 50200 Kuala Lumpur on Thursday, 28 October 2004 at 10.00 am and at any adjournment 

thereof. 

Please indicate with an “X” in the spaces provided below how you wish your votes to be casted. If no specific direction as 

to voting is given, the proxy will vote or abstain at his/ her discretion. 

AGENDA 

1. 

No. Resolutions For Against 

2. 

3. 

4. 

5. 

6. 

To receive the Audited Financial Statements for the financial year ended 30 April 2004 together with the 

Reports of the Directors and the Auditors thereon. 

To re-elect Y. Bhg. Dato’ Haji Ahmad bin Haji Sa’adi who retires in accordance 

with Article 85 of the Articles of Association of the Company.(Resolution 1) 

To re-elect Mr. Wong Kim Fah @ Vong Kim Fah who retires in accordance with 

Article 85 of the Articles of Association of the Company. (Resolution 2) 

To re-elect Brigadier General (Rtd) Datuk Muhamad Yasin bin Yahya who retires 

in accordance with Article 92 of the Articles of Association of the Company. 


To re-appoint Messrs. KPMG as Auditors of the Company until the conclusion of 

the next Annual General Meeting and to authorise the Directors to fix their 

remuneration. (Resolution 4) 

As Special Business: 

Ordinary Resolution 

- Authority to issue shares pursuant to Section 132D of the Companies Act, 

1965 (Resolution 5) 

* Strike off whichever not applicable 

59

60 

FORM OF PROXY 


Signed this…….............. day of ……………….….., 2004 

Notes:- 

Signature of Member/ Common Seal 

1. A member 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 and the provision of Section 149(1)(b) of the Companies Act, 1965 

shall not apply to the Company. 

2. A Member shall not be entitled to appoint more than ten (10) proxies to attend and vote at the same meeting. Where a 

member appoints more than one (1) proxy, the appointment shall be invalid unless he specified the proportion of his 

shareholding to be represented by each proxy. Each proxy appointed, shall represent a minimum of 1,000 shares. 

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in 

writing or if such appointor is a corporation, under its Common Seal or the hand of its attorney. 

4. The instrument appointing a proxy, duly completed, must be deposited at the Company’s Registered Office at Level 7, 

Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than 48 

hours before the time for holding the Meeting or at any adjournment thereof.

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