Corporate Information... 2 Corporate Structure... 3 Chairman’s Statement... 4 - 5 Directors’ Profiles... 6 - 7 Financial Statements... 8 - 62 Analysis of Shareholdings... 63 - 64 Notice of Annual General Meeting... 65 Proxy Form... Enclosed
Transmile Group Berhad
Board of Directors
Liu Tai Shin
KPMG (AF 0758) (Chartered Accountants) Level 10, KPMG Tower 8, First Avenue Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan
Mohd Lutfi bin Mat Lazim Krishnasamy A/L Rengasamy Kam Wai Peng Tan Teong Boon
Registered Office Company Secretaries
Chua Siew Chuan
Transmile Centre, Cargo Complex Sultan Abdul Aziz Shah Airport 47200 Subang Selangor Darul Ehsan Tel : (03) 7884 9898 Fax : (03) 7884 9899 Website : www.transmile.com
Chin Mun Yee
Securities Services (Holdings) Sdn Bhd Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Tel : (03) 2084 9000 Fax : (03) 2094 9940 / 2095 0292
CIMB Bank Berhad Standard Chartered Bank (M) Berhad Malayan Banking Berhad
Annual Report 2011
TA (SPV) TGB (SPV) TSSB 100% 100% 100%
TAS VCSB TAV TMGT TA (SPV) TGB (SPV) TSSB GTSB CEN
Transmile Air Services Sdn. Bhd. Viunique Corporation Sdn. Bhd. Transmile Aviation Sdn. Bhd. Transmile Management Sdn. Bhd. Transmile Air (SPV) Ltd. (In Liquidation) TGB (SPV) Ltd. (In Liquidation) Transmile Spares Sdn. Bhd. Grouptech Sdn. Bhd. CEN Sdn. Bhd.
CWSB CTSB KM CG
CEN Worldwide Sdn. Bhd. CEN Technology Sdn. Bhd. K-Mile Air Co. Ltd. Cyber Generation Sdn. Bhd.
Transmile Group Berhad
On behalf of the Board, I present to you the Audited Financial Statements of the Group for the financial year ended 31 December 2011. 2011 had been a challenging year for the Board and Management of Transmile and the more significant events are as follows:-. • DEBT RESTRUCTURING Despite the non-stop legal suits brought by one group of lenders, Management is pleased to inform that the Company and its subsidiary, Transmile Air Services Sdn Bhd (“TAS”) had obtained the Court sanction for their respective Schemes of Arrangement (“SOA”) with the lenders. The Sanction was filed with the Companies Commission of Malaysia on 22 March 2012 and the Company now has nine (9) months or such extended period to dispose of TAS to any interested investor(s), failing which TAS will be liquidated. However, an appeal was filed by one group of lenders who is objecting to the Sanction. Hearing date has not yet been fixed. An application was filed at the Court of Appeal for a stay of the implementation of certain terms of the SOA; the Court of Appeal disallowed the application. An application was filed with the Federal Court to review the Court of Appeal’s decision in disallowing a stay. The review was withdrawn on 25 April 2012. The total debt owing by TAS to the lenders is presently about RM558 million. Under the scheme, the proceeds from the sale of the four MD-11Fs of about RM217 million together with the proceeds from the TAS disposal will be paid to the lenders as full and final settlement of the Group’s outstanding debt obligations. After the disposal of TAS, TGB may be liquidated as it would have no other form of business whatsoever. • DELISTING OF COMPANY The Company was delisted by Bursa Malaysia Securities Berhad in May 2011 for failure to regularize the Company’s financial position despite Management’s appeal for an extension of time to retain its listing status.
RESULTS AND OPERATIONS
For the past year, the Management and staff had been working hard to develop new business to increase revenue for the Group. However, these efforts had been hampered by the uncertainties arising from...