eastw : annual report 2008 en (oct2007-sep2008)

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Annual Report 2008 1 Table of water distribution capacity and water consumption during 2000-2007 Unit : Million cubic meter/year 2000 2001 2002 2003 2004 2005 2006 2007 2008 Total water consumption 103.97 116.10 140.03 156.52 177.65 190.10 199.36 211.20 227.69 Capacity of water distribution 263.00 263.00 328.00 328.00 343.00 423.00 423.00 473.00 473.00 Ratios of water distribution capacity and water consumption 2.53 2.27 2.34 2.10 1.93 2.23 2.12 2.24 2.08 Table of financial ratio Company Consolidated 2004 2005 2006 2007 2008 2006 2007 2008 Book value per share 3.55 3.16 3.31 3.35 3.47 3.33 3.50 3.51 Net profit per share 0.44 0.39 0.39 0.33 0.32 0.39 0.33 0.35 Dividend per share 0.20 0.25 0.25 0.25 - 0.25 0.25 - Net profit to total revenue 31.79 35.40 33.00 22.98 25.30 21.50 18.13 23.45 Return on equity 12.55 12.41 12.04 9.58 10.09 11.92 9.36 7.23 Return on assets 6.78 6.99 5.96 4.86 5.87 5.48 4.49 5.47 Debt to equity ratios 0.85 0.88 1.01 0.97 0.51 1.20 1.09 0.56 Highlights

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Annual Report 2008 EN (oct2007-sep2008)

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Page 1: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 1

Table of water distribution capacity and water consumption during 2000-2007

Unit : Million cubic meter/year 2000 2001 2002 2003 2004 2005 2006 2007 2008

Total water consumption 103.97 116.10 140.03 156.52 177.65 190.10 199.36 211.20 227.69

Capacity of water distribution 263.00 263.00 328.00 328.00 343.00 423.00 423.00 473.00 473.00

Ratios of water distribution capacity

and water consumption 2.53 2.27 2.34 2.10 1.93 2.23 2.12 2.24 2.08

Table of financial ratio

Company Consolidated

2004 2005 2006 2007 2008 2006 2007 2008

Book value per share 3.55 3.16 3.31 3.35 3.47 3.33 3.50 3.51

Net profit per share 0.44 0.39 0.39 0.33 0.32 0.39 0.33 0.35

Dividend per share 0.20 0.25 0.25 0.25 - 0.25 0.25 -

Net profit to total revenue 31.79 35.40 33.00 22.98 25.30 21.50 18.13 23.45

Return on equity 12.55 12.41 12.04 9.58 10.09 11.92 9.36 7.23

Return on assets 6.78 6.99 5.96 4.86 5.87 5.48 4.49 5.47

Debt to equity ratios 0.85 0.88 1.01 0.97 0.51 1.20 1.09 0.56

Highlights

Page 2: EASTW : Annual Report 2008 EN (oct2007-sep2008)

During the past 15 years, Eastern Water Resources Development and Management Public Company Limited, or East

Water, has invested over 6 billion Baht for the development of raw water transmission pipeline technology and networks

covering a distance of over 324 kilometers. The Company�s goal is to ensure that the pipeline system can deliver

water from the sources to the destinations with maximum efficiency to provide universal service, by using highly

qualified personnel who devote themselves to every step in the water pumping and delivery process to adequately

meet the demands of water users.

In 2008, the Company took several steps to enhance the Company�s performance. As a result, the Company�s net

profit increased, mainly from the increase in sales of water and the control of expenditures. The Company was also

able to resolve the problem of realized loss in non-performing affiliated companies. For example, Global Water

Systems Corporation was dissolved and Water Trades and Services Company Limited was incorporated to continue

to provide drinking water vending machine service to existing customers. In addition, selling the pipe production

business in Eartern Hobas pipes though the study from the financial advigor�s analysis. All of this was to make sure

that in addition to strengthening the Company�s core business, its other businesses were managed without risk

factors. The water transmission pipeline system was developed for maximum efficiency and efforts were made in the

development of water sources, e.g. diversion of water from the Bangpakong River to Bang Phra Reservoir, the

development of alternative water sources through cooperation with private companies having water sources of their

own, and the expansion of desalination of seawater by reversed osmosis technology. The objective was for the

Company to be able to rely on its own water sources and build more stability for its core business.

East Water has continued to provide communication channels to listen to customers� opinions and promote good

relations with customers and the communities. The Company places emphasis on providing support for activities for

the improvement of the quality of life and the environment. The ultimate goal is to maintain good relations with the

government and the communities in the Company�s operating areas. In 2008, East Water focused on youth development

activities in those areas, starting with the �East Water Young Leader Camp for Conservation of Water Resources and

Environment� Project which was chaired by the Governor of Rayong Province. The target group was 300 upper

elementary and lower secondary school students from 60 Schools in Rayong Province. Each participant received a

certificate of merit and a 10,000 Baht scholarship. This activity brought great pride to youths, their parents/guardians

and their teachers. Others included the Clean Water for the Community, Water Source Revival, and Quality of Life

Improvement projects.

2 Annual Report 2008

Page 3: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Message from the Chairman

Moreover, East Water recognizes the fact that its employees are its most precious asset and a key mechanism for the

Company�s business success. In view of this the Company has a personnel development policy that emphasizes

general working skills along with enhancement of knowledge, technological competency, and specialized skills required

for each facet of work. Employees are encouraged to develop conduct and competence that comply with the corporate

vision, mission and values to enable the Company to continually achieve its business goals.

The Company has taken necessary steps to be well prepared for the economic impact in 2009. Plans and policies

have been formulated to control expenditures and minimize financial risks in the best interests of all stakeholders, i.e.

shareholders, customers, communities and employees. The Company reaffirms that Board of Directors and the

Management are aware of eminent external factors and will operate the business by adhering to prudent management,

transparency and the principle of good governance.

On behalf of the Board of Directors of Eastern Water Resources Development and Management Public Company

Limited, I would like to extend my sincere thanks to all shareholders, customers and business partners in the public

and private sectors for their continued support. I would also like to express my sincere appreciation to the Management

and all employees for their hard work, dedication and sacrifice. The Company will strive to achieve its goals and

adhere to the principle of �appreciation of every drop of water� today and in the future. East Water is ready to further

develop its water management capacity to take every drop of water to nurture the sustainable growth of the community

and the Thai economy.

Mr. Utid Tamwatin

Chairman

Annual Report 2008 3

Page 4: EASTW : Annual Report 2008 EN (oct2007-sep2008)

4 Annual Report 2008

Board of Directors and Advisor to the Board of Directors

1 Mr.Utid Tamwatin Age 59

Position Chairman (Independent Director)

Chairman of the Corporate

Governance Committee

Education Master of Law University of California,

Berkeley USA

DCP 3/2000

Work Experience

JAN 03 - Present Chairman

Eastern Water Resources Development and

Management PLC

OCT 08 - Present Director - General, of The Customs

Department

DEC 03 - Present Director,Sukhumvit Asset Management Co.,Ltd.

NOV 06 - SEP 08 Deputy Permanent Secretary ,Ministry Of

Finance

OCT 04 - OCT 06 Director - General, The Excise Department

2 Mr. Kanoksakdi Bhinsaeng Age 52

Position Director

Chairman of theExecutive and

Invesment Committee

Member of the Remuneration Committee

Education Master of Public Administration (Public Policy

and Human Resource Management )

Sripatum University

DCP 106/2008 DAP 73/2008

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development and

Management PLC

Present Director

Ekarat Engineering PLC

3 Pol.Gen.Ajiravid Subarnbhesaj Age 61

Position Director (Independent Director)

Chairman of the Audit Committee

Member of the Remuneration Committee

Education Master of Public Administration National Institute

of Development Administration (NIDA)

DCP 104/2008 DAP 72/2008 ACP 22/2008

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

OCT 06 - MAR 07 Deputy Commissioner General

(Administration)

OCT 05 - SEP 06 Assistant Commissioner-General

OCT 02 - SEP 05 Commissioner of Police Region 4

4 Pol.Lt.Gen.Somyot Poompanmoung Age 54

Position Director

Member of the Executive and

Invesment Committee

Member of the Risk Management Committee

Education Master of Political Science Puna Uinversity,

India

DCP 107/2008 FSD 2/2008

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

APR 08 - Present Director

Provincial Waterworks Authority

OCT 08 - Present Assistant Commissioner General

JUN 08 - SEP 08 Commissioner - Central Investigation Bureau

FEB 08 -MAY08 Commissioner of the Office of

Inspector - General

11 8 9 2 3 10 1 45

712

6

Page 5: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 5

5 Pol.Maj.Gen.Pimol Sinthunava Age 67

Position Director (Independent Director)

Chairman of the Nominating Committee

Member of the Audit Committee

Member of the Corporate Governance Committee

Education Master of Education in Education Program

Administration Naresuan University

DCP 104/2008 DAP 72/2008 ACP 22/2008

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

OCT 99 - NOV 01 Assistant Commissioner

Provincial Police Region 6

Phitsanulok Province

6 Mr.Nattachak Pattamasingh Na AyuthayaAge 55

Position Director

Chairman of the Remuneration Committee

Member of the Nominating Committee

Education Master of Law, University of Pennsylvania USA

Master of Comparative Law,

George Washington University USA

DCP 70/2006 ACP 13/2006

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

APR 08 - Present Director

Provincial Waterworks Authority

Present Director , Bangkok Aviation Fuel Services PLC

MAR 06 - Present Deputy Director - General

Department of Legal Counsel, Office of The

Attorney General

7 Mr. Chakarn Saengruksawong Age 58

Position Director

Member of the Risk Management Committee

Member of the Nominating Committee

Education Master of Science (Agricultural Extension),

Kasetsart University

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

APR 08 - Present Director

Provincial Waterworks Authority

OCT 05 - Present Deputy Permanent Secretary

Ministry of Agriculture and Cooperative

OCT 02 - SEP 05 Director - General, Depertment of Agriculture

Ministry of Agriculture and Cooperative

8 Mrs. Monta Pranootnorapal Age 54

Position Director (Independent Director)

Chairperson of the Risk Management Committee

Education Master of Public Administration, National Institute

of Development Administration (NIDA)

DCP 84/2007

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

MAY 08 - Present Director and Governor

Industrial Estate Authority of Thailand

OCT 04 - DEC 07 Deputy Governor 11 ( Industrial Port )

Industrial Estate Authority of Thailand

9 Mr. Rasda Pongpaew Age 58

Position Director

Member of the Corporate Governance Committee

Education Bachelor of Sience ( Mech. Eng ) Prince of

Songkla University

DCP 94/2007

Work Experience

MAY08 - Present Director

Eastern Water Resources Development

and Management PLC

MAR 06 - Present Managing Director

EGCO Engineering and Service Co.,Ltd

SEP 98 - MAR 06 Vice Managing Director

EGCO Engineering and Service Co.,Ltd

10 Mr. Chanchai Tontisirin Age 66

Position Director (Independent Director)

Member of the Audit Committee

Member of the Risk Management Committee

Education Master Degree in Economic, Middle Tennessee

State University USA

DCP 1/2008 (Refresher Course) ACP 22/2008

Work Experience

MAY 08 - Present Director

Eastern Water Resources Development

and Management PLC

JAN 05 - DEC 06 Deputy Chairman

The Marketing Organization

JAN 05 - DEC 06 Chairman

Bangpakong Water Supply Co.,Ltd.

JAN 88 - DEC 02 Reginal Manager

TMB Bank Public Company Limited

11 Mr.Praphant Asava-aree Age 52

Position Director

Member of the Executive and

Investment Committee

Member of the Risk Management Committee

Education Bachelor�s Degree (Political Science)

Ramkamhaeng University

DCP 101/2008 ACP 21/2007

Work Experience

May 08 - Present Director

Jan 07 - Jan 08 Eastern Water Resources Development

and Management PLC .

April 07 - Present Director, member of The Audit Committee

and Corporate Governance Committee

Seamico Securities Plc.

Jan 05 - June 06 President & CEO

Asia Pacific Potash Corporation

June 05 - Present Advisor to the Governor (China Market)

Tourism Authority of Thailand

12 Lt.Gen Chayuth Suwanamas Age 56

Position Advisor

Education M.A. Industrial Psychology

Tennesses State University USA

Work Experience

MAY 08 - Present Advisor

Eastern Water Resources Development

and Management PLC

APR 03 - Present Policy and Plan Attached to Deputy Supreme

Commander Office of Supreme Command

Present Advisor

CPB Equity Company Limited,

Crown Property Bureau

JAN 07 - APR 08 Director

Eastern Water Resources Development

and Management PLC

Page 6: EASTW : Annual Report 2008 EN (oct2007-sep2008)

6 Annual Report 2008

Management Team

1 Mr. Praphant Asava-aree Age 52

Position President & CEO

Education B.A. Political Science Faculty

Ramkhamhaeng University

DCP 101/2008 ACP 21/2007

Work Experience

Jan 07 - Present President & CEO

Eastern Water Resources Development and

Management PLC .

April 07 - Present Director, member of The Audit Committee and

Corporate Governance Committee

Seamico Securities PLC .

Jan 05 - June 06 President & CEO

Asia Pacific Potash Corporation

June 05 - Present Advisor to the Governor (China Market)

Tourism Authority of Thailand

2 Mr. Pairoj Sattayasansakul Age 49

Position Executive Vice President

Planning & Operations

Education M.Eng. (Sanitary Engineering)

Chulalongkorn University

DCP 19/2002

Work Experience

Nov 2001- Present Executive Vice President

Eastern Water Resources Development &

Management PLC.

2001 - Jul 2008 Managing Director

Universal Utilities Co.,Ltd.

2001 - Jul 2008 Director Bangpakong Water Supply Co.,Ltd.

2001 - Jul 2008 Director Chachoengsao Water Supply Co.,Ltd.

2001 - Jul 2008 Director Nakornsawan Water Supply Co.,Ltd.

3 Mrs. Namphon Rassadanukul Age 48

Position Senior Vice President

( Dept. of CEO office and Corporate Secretary )

Education M.A. Glasgow College of Tecnology, U.K.

DCP 4/2000

Work Experience

June 07- Present Senior Vice President

( Dept. of CEO office and Corporate Secretary )

Eastern Water Resources Development &

Management PLC.

Feb 04 � June 07 Senior Vice President Internal Audit Department

Eastern Water Resources Development &

Management PLC.

Nov. 01 - Feb 04 Vice President Internal Audit Department

Eastern Water Resources Development &

Management PLC.

Mar.01 -Oct. 01 Vice President ( Dept. of CEO office and

Corporate Secretary ) Eastern Water Resources

Development & Management PLC.

4 Mrs. Thidarut Kraiprasit Age 45

Position Senior Vice President

(Finance and Accounting Department)

Education MBA. Kasetsart University / CPA

Work Experience

June 07- Present Senior Vice President Finance and Accounting

Department Eastern Water Resources

Development & Management PLC.

Oct 04 � May 07 Senior Vice President Finance and Human

Resources DepartmentEastern Water Resources

Development & Management PLC.

2001 - Oct. 2004 Vice President Finance and Human Resources

Department Eastern Water Resources

Development & Management PLC.

1997 - 2001 Vice President Finance and Procurement

Department Eastern Water Resources

Development & Management PLC.

510

76

142398

Page 7: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 7

5 Mr. Cherdchai Pitiwacharakul Age 44

Position Vice President - Special Project

Education MS (Information Technology), King Mongkut�s

Institute of Technology Ladkrabang

Work Experience

Aug 07 - Present Acting Managing Director

Universal Utilities Co., Ltd.

Mar 07- Present Director EgcomTara Co., Ltd.

Nov 07 - Present Vice President - Special Project

Eastern Water Resources Development &

Management PLC.

Aug. 07 - Nov 07 Vice President Chachoengsao Operation Center

Eastern Water Resources Development &

Management PLC.

Acting Vice President Rayong Operation Center

Nov 01-Oct 06 Vice President Chachoengsao Operation Center

Eastern Water Resources Development &

Management PLC.

6 Mr.Potjana Bunsiri Age 47

Position Vice President Operation Department

Education MBA. / Burapha University

Work Experience

Nov. 07 - Present Vice President Operation Center

Eastern Water Resources Development &

Management PLC.

Nov 01 - Nov.07 Vice President Chachoengsao Operation Center

Eastern Water Resources Development &

Management PLC.

Mar 01 - Oct 01 Manager Large Scale Project Office

Eastern Water Resources Development &

Management PLC.

1998 - 2001 Senior Engineering Eastern Water Resources

Development & Management PLC.

7 Ms. Fuangfa Nimcharoen Age 44

Position Vice President Information

Technology Department

Education Msc. (Resource Management)

Kasetsart University Bngkhen

Work Experience

Jun. 07 - Present Vice President Information Technology

Department Eastern Water Resources

Development & Management PLC.

Nov 02- May 07 Vice President Corporate Affairs Department

Eastern Water Resources Development &

Management PLC.

Nov 01- Oct 02 Acting Vice President Corporate Affairs

Department Eastern Water Resources

Development & Management PLC.

Mar. 01- Oct 01 Assistant Vice President Administration

Eastern Water Resources Development &

Management PLC.

8 Mr. Namsak Wannavisute Age 43

Position Vice President

General Affairs Department

Education MS. (Finance), University of Cololado, USA

Work Experience

June 07 - Present Vice President (General Affairs Department)

Eastern Water Resources Development &

Management PLC.

Nov 02 � May 07 Vice President (Business Development

Department)

Eastern Water Resources Development &

Management PLC.

Nov 01 - Oct 02 Acting Vice President (Business Development

Department)

Eastern Water Resources Development &

Management PLC.

Mar 01 - Oct 01 Business Development Section Manager

Eastern Water Resources Development &

Management PLC.

9 Mr. Jaroensuk Worapansopak Age 45

Position Vice President Project Planning Department

Education Msc. (Hydraulic Engineering), International

Institute for Hydraulic and Environmental

Engineering (IHE), Delft, The Nether-lands

Work Experience

Aug 08 - Present Director EgcomTara Co., Ltd

Nov 02 - Present Vice President (Project Planning Department)

Eastern Water Resources Development &

Management PLC.

Nov 01 - Oct 02 Acting Vice President Project Planning

Department

Eastern Water Resources Development &

Management PLC.

Mar 01- Oct 01 Project Planning Section Manager

Eastern Water Resources Development &

Management PLC.

10 Mrs. Wirawan Tharanont Age 50

Position Vice President

Internal Audit Department

Education MBA, Sasin Graduate Institute of Business

Administrator of Chulalongkorn University

Work Experience

June 07 Present Vice President Internal Audit Department

Eastern Water Resources Development &

Management PLC.

Oct 06 - May 07 Vice President (Department of CEO Office)

Eastern Water Resources Development &

Management PLC.

Oct 05 � Sep 06 Manager (Department of CEO Office)

Eastern Water Resources Development &

Management PLC.

2004 - 2005 Corporate Risk Manager

Eastern Water Resources Development &

Management PLC.

Page 8: EASTW : Annual Report 2008 EN (oct2007-sep2008)

8 Annual Report 2008

Business Profile and Subsidiary Shareholding Structure

Core Business

Eastern Water Resources Development and Management

Public Company Limited was founded on October 15, 1992 to be

responsible for the development and management of main water

pipeline systems in the Eastern Seaboard. The Company supplies

raw water to industrial estates, factories and waterworks via four main

raw water pipeline systems in Chonburi, Rayong and Chachoengsao

Province, i.e. the Nong Plalai-Dokkrai-Map Ta Phut-Sattahip pipeline;

the Nong Kho-Laem Chabang-Pattaya-Bang Phra Pipeline; the Nong

Plalai-Nong Kho Pipeline; and the pipeline system in Chachoengsao.

At the time of this reporting the Company manages 318.7-km water

pipelines with the combined pumping capacity of 428 million cubic

meters per year.

Related Businesses

- Tap Water Business: Universal Utilities Co., Ltd is a concessionaire offering tap water services in nine areas: Sattahip

Waterworks, Bangpakong Waterworks, Chachoengsao Waterworks, Nakornsawan Waterworks, Sichang Waterworks,

Bo Win Waterworks, Ko Samui Waterworks, Ko Lan Waterworks, and Rayong Waterworks. In addition, it also produced

tap water for Egcom Tara Co., Ltd. for Ratchaburi-Samut Songkram Waterworks and managed water leakage reduction

systems for Service Area 2 of Om Noi - Samphran - Samut Songkhram Waterworks, Pathumthani - Rangsit Waterworks,

and Pattaya Waterworks.

Page 9: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 9

Major Development in 2008

1. Core Business

October 2006: Construction of the reserve raw water reservoir for the Bangpakong - Bang Phra - Chonburi

pipeline began. These 700 mm. diameter pipes, connected to the Bangpakong - Bang Phra -

Chonburi pipeline covering a distance of approximately 2.2 kms., were laid to be connected to

the reserved raw water reservoir of the Samnak bok Subdristrict Administration Organizatation.

The reservoir has the capacity of 7.4 million m.3. It will be used to channel water from the Bang

Pa Kong River during the rainy season to be stored for distribution to areas in Chachoengsao

and Chonburi Provinces during the dry season. During the time of this reporting, construction

has been completed on October 29, 2007.

May 2007: A consultancy company was hired to conduct a study on the main pipeline system improvement

project in the Eastern Seaboard Area. The objective was to formulate the master plan for the

main pipeline system improvement to have the capacity to accommodate the increase demand

for water in the next ten years. At present, the detail designed is operating and the procurement

process is expected to start in May 2009.

September 2007: The construction of the pipeline project connecting Prasae Reservoir and Klong Yai Reservoir

continued under the Royal Irrigation Department in accordance with a cabinet resolution of

August 2, 2005. These 1,600 mm.-diameter and 1,400 mm.-diameter pipes were laid covering

a distance of 31.8 kilometers. The objective was to channel water from Prasae Reservoir to

Khlong Yai Reservoir, at approximately 80 million cubic meters per year. About 98% of the

1,700 million Baht project was completed and the pumping system was expected to be ready

for operation in 2009.

- Drinking Water Vending

Machine Business:

Water Trades and Services

Company Limited carries out the

drinking water vending machine

for the community project as

well as manages the remaining

GWS�s vending machine.

Page 10: EASTW : Annual Report 2008 EN (oct2007-sep2008)

10 Annual Report 2008

2. Related Business

February 2008: Universal Utilities Co., Ltd. signed an agreement with the Provincial Waterworks Authority on 18

February 2008. This was a two-year Water Loss Reduction Agreement for areas under the Om

Noi � Samphran -Samut Songkhram Waterworks, involving a budget of 98.38 million Baht.

June 2008: Universal Utilities Co., Ltd. signed an agreement with the Provincial Waterworks Authority. This

was a 14-month Water Loss Reduction Agreement for areas under the Pattaya Waterworks,

involving a budget of 11.20 million Baht.

September 2008: Universal Utilities Co., Ltd. signed an agreement with the Provincial Waterworks Authority. This

was a 5-year Non-Revenue Water Project for areas under the Pathumthani - Rangsit Waterworks.

Universal Utilities Co., Ltd. signed an agreement with the Provincial Waterworks Authority on 24

September 2008. This was an agreement to engage a private entity to manage tap water

production and waterworks system maintenance at the Bang Niaw Dam Water Treatment Plant,

Phuket Waterworks. The term of the agreement is three years and the required production

capacity is 12,000 m.3/day.

3. Administration and Management

March 2008: The Company sold all the shares held in EHP

(equivalent to 50% of EHP�s paid registered capital).

June 2008: The Company was rated �Very Good� in the

Evaluation of Quality in Organizing Annual Ordinary

General Shareholders Meetings as indicated in the

SEC�s letter, Reference Number Kor. Lor. Tor. Kor.

1028/2008, Re: Notification of the result of the 2007

Evaluation of Quality in Organizing Annual Ordinary

Shareholders Meeting Quality for companies not

closing accounts in December 2007 and its request

for cooperation in disclosure of the result. The project

was jointly implemented by the Securities and

Exchange Commission, the Thai Investors

Association, and the Thai Listed Companies

Association.

Page 11: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 11

Raw Water Business

In 2008 the volume of raw water sold was 227.69 million cubic meters, an increase of 7.9% from 2007. Water

was distributed mainly to the industrial sector through the Industrial Estate Authority of Thailand and their existing

customers, at 33.38%. Domestic consumption was supplied through Provincial Water works Authority, municipal

waterworks. These demand was increased at 35.71%

Industrial Situation and Competition

Other Businesses

Private industrial estates

Industrial Estate Authority of

Thailand and existing users

Domestic consumption

9.85%

21.07%

33.38%

35.71%

Page 12: EASTW : Annual Report 2008 EN (oct2007-sep2008)

12 Annual Report 2008

On 18 March 2008, the Company announced 2008 - 2013 water tariff restructure in response to the investment for

increase water supply reliability in the Eastern Seaboard. The objective was to adjust water tariffs to be consistent

with the increased water supply include management cost while allowing the Company to maintain its operating

performance at an appropriate level.

Tap Water Business

The Company has incorporated its subsidiary, Universal Utilities Company Limited (UU), to be engaged in

the production and distribution of drinking water, wastewater collection and treatment systems, and chemicals and

related equipment. UU also offers consultancy service and services in survey, design, construction and supervision

of clean water production systems and wastewater treatment systems. In 2008, the volume of tap water sold was

68.83 million cubic meters, an increase of 12% from 2007.

Important events in 2008:

1. UU signed three water loss management agreements worth over 110 million Baht with the Provincial

Waterworks Authority for areas under:

1.1. Om Noi - Samphran � Samut Songkhram Waterworks

1.2. Pattaya Waterworks

1.3. Pathumthani � Rangsit Waterworks

2. UU signed a Tap Water Operation and Maintenance Agreement with the Provincial Waterworks Authority

for Bang Niaw Dam Plant, at Phuket.

At the time of this reporting UU managed 9 waterworks at Sattahip, Bangpakong, Chachoengsao,

Nakornsawan, Sichang, Bo Win, Ko Samui, Ko Lan, and Rayong. As of 30 June 2008, the Company�s combined

production capacity was 85 million cubic meters per year.

Page 13: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 13

Related Businesses

In 2006 Global Water Systems Corporation Company

Limited (GWS), which distributed drinking water vending

machines using the reversed osmosis system, was

operating at retained loss of 85.53 million Baht. The

Company�s Board of Directors then passed a resolution to

wind up the company and the liquidation process was to

be completed in September 2007 to reduce the Group�s

consolidated loss. However, on 6 June 2007 Water Trade

and Services Company Limited was established with fully

paid up capital of 5 million Baht to sort out the management

of GWS�s Coined Operated Drinking Water Vending

Machines for the Community Project and to continue to

provide service for the 1,100 drinking water vending

machines East Water had taken over from GWS. However,

due to intense competition and the looming slowdown in

this business, the Company was considering providing

service only to existing customers who had already

purchased the machines.

Page 14: EASTW : Annual Report 2008 EN (oct2007-sep2008)

14 Annual Report 2008

The Board of Directors realizes the importance of and is committed to the development of good corporate

governance, which includes suitable risk management to mitigate the negative impact of incidents or uncertainty that

may be caused by circumstantial factors, including the economic recession that may impair the Company�s ability to

accomplish its objectives or goals. Thus, the Risk Management Committee was assigned to formulate policies and

monitor corporate risks. Improvement has been made on the framework and criteria based on the affecting factors.

A risk management guideline has been prepared and progress has been monitored based on the operational plans

for risk management prepared by the Company and responsible work units to ensure consistent control of risks, with

results to be reported to the Board of Directors on a quarterly basis.

Key risk factors that may significantly affect business operations include:

1. Business-related Risks

1.1 Investment in related businesses that failed to achieve their goals

Over the years, the Company has expanded its operation from

raw water to also include tap water, drinking water, and pipe & equipment

businesses. While the tap water business has enjoyed steady growth, the

performance of drinking water and pipe and equipment was still far from

satisfactory. In addition to intense competition in the market, revenues had

to rely on large government projects that lacked clear-cut policies and were

characterized by uncertainty.

In March 2008, recognizing that the CC-GRP pipe production

and distribution business was suffering from operating loss, the Company

decided to sell its ordinary shares in Eastern Hobas Pipes Company Limited

(EHP), one of its subsidiaries. The shares held represented 50% of EHP�s

paid up capital. Of EHP�s total 48,000,000 shares, the Company�s

24,000,000 shares were sold at 12,000,000 Baht (par value was 10 Baht/

share) to mitigate the loss that affected the Company�s performance.

In addition, in 2007 the Company founded Water Trade & Services to

manage the remaining drinking water vending machines and deliver them

to various agencies.

1.2 Conflicts with communities concerning the use of water resources

Most of the construction projects are major pipeline projects,

such as one from Prasae to Khlong Yai that would be one of the Company�s

main raw water resources. Their implementation and the use of water

resources in the Company�s projects may have led to conflicts with

communities in the area. However the Company has coordinated with local

communities and tried to have a dialogue to end the conflict in each

community.

Risk Factors 2008

Page 15: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 15

In 2008, the Company strengthened its relationship with water users and investors through various activities to develop

their positive attitude toward the company. The �East Water Family Day in Rayong� was organized to present certificates

and scholarships to upper elementary and lower secondary students who participated in the East Water Young

Leaders Camp Program. The objective of the program was to raise the conscience of these children regarding

conservation of natural resources. A total of 300 scholarships of 10,000 Baht each were given to participants and 57

tanks of water were given to 31 agencies to be used during water shortages. The Company also took part in the

activities to dredge up the Nakhon Nuang Khet Canal to clear out water hyacinth and weeds to nurture the natural

environment and to improve the quality of the water in the canal to be usable again. The Company demonstrated,

installed and donated reversed osmosis vending machines to various agencies on a continued basis.

1.3 Inadequacy of water resources to meet water consumption

demand

The projection of the volume of water in main water resources

indicated that there would be sufficient water for consumption throughout

2008. However, to mitigate this risk, the Company implemented a monitoring

system to be on the alert for droughts. Preventive measures were put in

place and the water situation was monitored on a weekly basis. A project

to increase raw water capacity was implemented, with the provision of

earth pits to reserve water to be used during the dry season. At the time of

this reporting, the water volume in the main reservoirs was 241.97 million

cubic meters, or at 103% of the total capacity (235.2 million cubic meters

as of 7 November 2008).

1.4 Policies of the government and related agencies

Uncertainty in policies of government agencies could affect the

Company�s operations. There was lack of clarity with regard to the request

for a budget for the Prasae-Khlong Yai pipeline project. The Irrigation

Department was in the process of coordinating with the Ministry of

Agriculture and Cooperatives for allotment of a budget of 1,008 million

Baht.

1.5 Damage to pipeline systems

The Company�s pipeline systems may face the problem of

corrosion, or construction of other infrastructure in the areas where the

pipelines are laid, that may lead to breaking or leaking. However, the

Company has prepared a plan to inspect and maintain the pipeline systems

on a continuous basis. The Company has also taken all risks insurance to

cover every pipeline as well as insurance to cover risks to its assets and

liabilities to third parties to ensure that water would be distributed efficiently

and without interruption.

Page 16: EASTW : Annual Report 2008 EN (oct2007-sep2008)

16 Annual Report 2008

2. Financial Risks

Pumping water from newly developed water resources and the rising cost of energy due to a higher Ft rate

resulted in higher cost of energy used for water pumping than anticipated. Although the Company could not control

the cost of energy, which varied with the economy and price of oil in the global market; it was able to manage by

measures such as pumping water during the time that the cost was at the lowest and improving the pumps� efficiency.

The Company has also prepared an energy conservation plan, explored alternative energy sources such as hydro,

solar and wind energies.

3. Legal Risks

Legal disputes that might affect the assets of the Company in the value exceeding 5% of shareholders� equity

as of 30 September 2008 are listed below.

1. On 28 March 2003, the Company was the 2nd

Defendant in a case involving the purchase of assets from the

Legal Execution Department. xxx Company Limited (Plaintiff) filed a case in the Court demanding revocation of a

legal act or pay them damages, at the claimed amount of 302.2 million Baht. On 26 January 2006, the Court of First

Instance dismissed the case. The Plaintiff lodged an appeal and proceedings were still ongoing at the Court of

Appeals at the time of this reporting.

The Company believed that such transaction was legitimate and protected by law. The Company followed the

procedures for sale by auction in good faith according to the Court�s order or the order of the Official Receiver. Full

payment was made and the transfer of ownership from the Legal Execution Department was duly registered. The

Company expects to win this case.

2. Tambon Bang But Administration Organization, 1st Plaintiff, Tambon Ban Khai Administration Organization 2

nd

Plaintiff, and Mr. Sayan Yangdee, 3rd Plaintiff filed a case against the Provincial Waterworks Authority (PWA) at the

Rayong Administrative Court on 14 March 2006. The case concerned an unlawful act committed by an administrative

agency or a state official. Afterwards the Rayong Administrative Court summoned the UU Group Consortium to be

the interpleader in its capacity as the 2nd

Defendant, because it was an interested party in this dispute. On 16 March

2007, the Rayong Administrative Court passed a decision to revoke the process to select a private entity to produce

tap water to sell to PWA in the area under the jurisdiction of the Rayong Waterworks Authority. The Agreement No.

Kor. For. Por. 1/2549 dated 14 March 2006, which resulted from an unlawful selection process, was also revoked.

However, PWA still instructed the UU Group Consortium to comply with the agreement for a private entity to produce

water to sell to PWA at the Rayong Waterworks Authority. PWA also upheld the rights and duties of the Parties to the

Agreement as stipulated in the said Agreement until the case would become final. If the Supreme Administrative

Court should confirm the decision of the Rayong Administrative Court, the UU Group Consortium would then have the

right to claim damages from PWA as stipulated in Item 13.2.4 of the Agreement. The damages would include the

construction cost, the system improvement cost and any other expenditure incurred to make the tap water systems

operable under this Agreement. At the time of this reporting, the appeal proceedings were in process at the Supreme

Administrative Court.

Although corporate risks are closely monitored by the Risk Management Committee, the Company has prepared

a risk management guidance and set risk management action plans to be implemented by departments to maintain

operational risks at an acceptable level. Risks are reviewed at the end of every year and not limited to those relating

to damage. The review also includes consideration of other parameters tat can indicate probable risks under changing

situations.

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Annual Report 2008 17

Management Description and AnalysisEastern Water Resources Development and Management PCL.

1. Report and analysis of operating performance

In 2008, the total revenue of the Company and its subsidiaries was 2,437.25 million Baht, an increase of 7.12

million Baht, or 0.29%, from 2007. Details are given below.

Unit: Million Baht

Income 2008 2007 Difference Difference (%)

Raw water 1,672.60 1,537.89 134.71 8.76%

Tap water 541.15 471.93 69.22 14.67%

CC-GRP pipes 18.89 63.13 (44.24) (70.08%)

Revenue from services 143.22 308.37 (165.15) (53.56%)

Drinking water and other businesses 3.08 20.33 (17.25) (84.85%)

Interest income/dividend income 44.79 8.96 39.31 438.73%

Gain on disposal of investment in 3.48 - 3.48 100.00%

Subsidiaries

Others Income 10.06 19.53 (9.47) (48.49%)

Total income 2,437.25 2,430.13 7.12 0.29%

1.1 Income analysis

- Revenue from sales of raw water increased by 134.71 million Baht, or 8.76%, consistent with the increase

in the amount of raw water sold, which increased from 211.20 million cubic meters to 227.69 million

cubic meters, or 7.81%. The Company gradually adjusted its raw water charges, starting in May 2008.

Details of the amounts sold are given below.

Area 2008 2007 Difference Difference (%)

Rayong Province 147.08 142.86 4.22 2.95%

Chonburi Province 72.13 59.54 12.59 21.15%

Chachoengsao Province 8.48 8.80 (0.32) (3.64%)

Total 227.69 211.20 16.49 7.81%

- Income from tap water business was 541.15 million Baht, increasing by 69.22 million Baht, or 14.67%,

from the previous year, due to an increase in the number of new customers and in water consumption of

existing users under the Sattahip Waterworks and waterworks under concessions in three other areas.

The figures also include income from Koh Samui Waterworks, Koh Lan Waterworks and Rayong

Waterworks. The number of water users as of 30 September 2008 was 115,430, increasing by 12.03%

from the previous year.

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18 Annual Report 2008

Combined Areas 2008 2007 Difference Difference (%)

Sales of tap water 47.53 31.65 15.88 50.17%

- Income from sales of CC-GRP pipes amounted to 18.89 million Baht, decreasing by 44.24 million Baht

from 2007 because the Company sold all of its shares in Eastern Hobas Pipes Company Limited (EHP),

which accounted for 50% of EHP�s total shares, in March 2008.

- Income from services was 143.22 million Baht, a drop of 165.15 million Baht, or 53.56%, from the previous

year. The decrease was due mainly to the decline in revenue from the water loss management

agreements, most of which expired in early 2008. These included water loss management agreements

with Bangpakong Waterworks, Chachoengsao Waterworks, and Sisaeng Karnyotha Co., Ltd. At the

time of this reporting the Company was providing service only in Service Area 2 of the Metropolitan

Waterworks Authority and for Phetchaburi Waterworks.

- Income from drinking water and other businesses totaled to 3.08 million Baht, decreasing by 17.25

million Baht, or 84.85% from 2007. This was because the Company had a policy to decelerate its

activities in such businesses, resulting in business downsizing and the decrease in revenue.

- Interest income, dividend income and gain on disposal of investment in subsidiaries amounted to 48.28

million Baht, increasing by 39.31 million Baht. This was attributed to the dividend from investment in

subsidiaries and the profit from disposal of investment in a subsidiary in the amount of 3.48 million Baht

- The operating expenses of the Company and its subsidiaries totaled 1,865.77 million Baht, an decrease

of 213.65 million Baht, or 12.91%, from 2007. Details are given below.

Unit : Million Baht

Expenses 2008 2007 Difference Difference (%)

Cost of sales-Raw water 712.60 604.79 107.81 17.82%

Cost of sales-Tap water 243.92 321.54 (123.96) (33.69%)

Cost of sales- CC-GRP 16.98 71.80 (54.82) (76.35%)

Cost of services 166.09 433.33 (267.24) (61.67%)

Cost of sales: Drinking water

and other businesses 3.01 94.84 (91.83) (96.83%)

Sales and administration 428.16 458.71 (30.55) (6.66%)

Interest expenses 165.94 192.77 (26.83) (13.91%)

Last on Sale Investment - 8.11 (8.11) (100.00%)

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Annual Report 2008 19

1.2 Expense analysis

- Raw water selling cost was 712.60 million Baht, increasing by 107.81 million Baht or 17.82%. This was

attributed mainly to the increase in the electricity cost due to the production capacity increase in the

Dokkrai - Nong Pla Lai - Map Ta Phut -Sattahip area and Chachoengsao - Chonburi area; the increased

maintenance costs resulting from repair work at the Map Kha reserve pond in September, the pipeline

repair and maintenance costs, and the cost of depreciation that went up along with the increase in water

pumping activities.

- Tap water selling cost was 243.92 million Baht.

- Selling cost of the CC-GRP pipes totaled 16.98 million Baht, dropping by 54.75 million Baht or 76.33%

due to the selling of EHP�s shares in March 2008 mentioned earlier.

- Selling cost of the service totaled 166.09 million Baht.

- Selling cost of the drinking water and other businesses totaled 3.01 million Baht, a decline of 91.83

million Baht or 96.83% due the Company�s policy to decelerate these businesses.

- Selling and administrative expenses totaled 428.16 million Baht, dropping by 30.55 million Baht or

6.66%. This was due to the selling of EHP�s shares in March 2008. On the other hand, certain expenses

increased, such as expenditures from quality of life and environment development projects, administration

costs of the new office building, consultant�s fees, and personnel development expenditures.

- Lost on Sale Investment dropped because of the amortization of the investment of Global Water Systems

Company Limited which was dissolved in 2007.

1.3 Summary of consolidated operating performance

Unit : Million Baht

2008 2007 Difference Difference (%)

Total Income 2,437.25 2,430.13 7.12 0.29%

Total expenses before depreciation 1,216.79 1,366.39 (149.60) (10.95%)

EBITDA 1,220.46 1,063.74 156.72 14.73%

Depreciation and amortization 336.99 309.21 27.78 8.98%

EBIT 883.47 754.53 128.94 17.09%

Interest expense 165.94 192.77 (26.83) (13.92%)

Income tax 180.81 217.79 (36.98) (16.98%)

Net income of minority interests 34.76 96.71 (61.95) (64.06%)

Net income 571.49 440.68 130.81 29.68%

In 2008, consolidated EBITDA from operation of the Company and its subsidiaries went up by 14.73%. The

increase was from revenue from raw water and tap water businesses. At the same time there was depreciation from

the Rayong River raw water pipeline project and the Bangpakong - Chon Buri raw waters pipeline, and depreciation

of the office building, causing the consolidated depreciation to increase by 8.98%, resulting in the 17.09% EBIT

increase.

Page 20: EASTW : Annual Report 2008 EN (oct2007-sep2008)

20 Annual Report 2008

Interest expense totaled 165.94 million Baht, decreasing by 26.83 million Baht or 13.92% because of the

Company�s gradual repayment of the principal amount of a long-term loan. In addition the interest rate dropped to

fixed rates of 4.5% and 4.8% when compared to the MLR previously applied.

In all, the net income of the Company and its subsidiaries was 571.49 million Baht, increasing by 29.68%

from the previous year.

Important Financial Ratios

Financial Ratio Unit 2008 2007

- Gross profit margin % 59.9 56.4

- Liquidity ratio time 0.9 0.2

- Net profit margin % 23.5 18.1

- Debt to shareholders equity ratio time 0.6 1.1

- Return on Shareholders� equity % 9.6 9.4

- Return on assets % 6.1 4.5

Company�s ratio analysis showed an overall positive trend, mainly from the increase in the Company�s net

income. The liquidity ratio increased from 0.2 time to 0.9 time because the Company repaid the debentures in the

amount of 2,500 million Baht before the maturity date on 11 October 2007. The debt to equity ratio dropped to 0.6

time, indicating that the Company had more liquidity as a result of the repayment of debentures before the maturity

date as mentioned above. Sales of EHP� shares resulted in the decrease in current liabilities and long term loans.

The profit margin and net profit was at 59.9% and 23.5% respectively. The return on shareholders equity at

9.6% indicated good operating results despite the increase in shareholders� equity due to the exercise of the warrants

that expired in December 2007. The return on assets was 6.1%

2. Report and financial analysis

Unit : Million Baht

Assets 30 Sep 2008 30 Sep 2007 Difference Difference (%)

Total assets 9,330.93 9,822.96 (492.03) (5.01%)

Total liabilities 3,354.46 5,113.11 (1,758.65) (290.74%)

Shareholders� equity 5,976.47 4,709.86 1,266.61 26.89%

2.1 Asset analysis

As of 30 September 2008, the total assets of the Company and its subsidiaries were 9,330.93 million Baht,

decreasing by 492.03 million Baht or 5.01% when compared to the end of fiscal year 2007. As shares in EHP were

sold, EHP�s fixed assets comprising land, buildings, plants and machinery were not accounted for.

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Annual Report 2008 21

2.2 Debt analysis

As of 30 September 2008 the total liabilities of the company and its subsidiaries were 3,354.46 million Baht,

a decrease of 1,758.65 million Baht from the end of fiscal year 2007. Current liabilities were 846.45 million Baht,

dropping by 2,761 million Baht as a result of repayment of debentures before the maturity date. Long term debts

totaled 2,478.01, increasing by 1,002.49 million Baht due to long term borrowing.

2.3 Analysis of shareholders� equity

As of 30 September 2008, shareholders equity was 5,976.47 million Baht, including 2.13 million Baht of

minority interest. The shareholders equity increased by 1,266.61 million Baht from the end of fiscal year 2007 as a

result of the 2008 net profit in the amount of 571.49 million Baht and the exercise of the warrants that expired in

November 2007, thus increasing the registered capital to 1,663,725,149 shares.

3. Cash flow report and analysis

Cash and cash equivalents of the Company and its subsidiaries as of 30 September 2008 amounted to

170.19 million Baht, decreasing by 167.24 million Baht from the end of the fiscal year 2007. Details on sources and

uses of cash are given below.

- Cash flow from operating activities in the amount of 732.19 million Baht was from the 2007 net profit that

was adjusted for non-cash items such as depreciation and amortization, and taking into account changes

in operating assets and liabilities such as the decrease in accounts receivables, subsidiaries� inventories,

and the increase in accounts payables.

- The net cash flow used in investment activities was 310.11 million Baht. Cash flow used in ongoing projects

such as the Headquarters Construction Project and the Water Distribution Control System Improvement

Project accounted for 197.45 million Baht while cash flow was provided by disposal of investment in EHP

- Cash flow used in financing activities was 576.54 million Baht, mostly from payment of long term bank

loans, at 344.29 million Baht, and from dividend payment of 416.06 million Baht.

Annual Report 2008 21

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22 Annual Report 2008

The Company believes that a

good corporate governance process is a

key element in achieving the Company�s

goal, which is to offer maximum value to

its shareholders. The Company�s

Principles of Good Corporate Governance

have been developed with the objective

of being used as guidelines for its

personnel at all levels, from the Company�s

directors to Management, employees,

associates, and contractor�s employees to

ensure �transparency, honesty,

accountability and competitiveness� in its

business operations

Good Corporate Governance

1. Corporate Governance Policy

The Board of Directors together with Management defines the Company�s vision, mission and policies with

consideration given to the business parameters and the Principles of Good Corporate Governance, to ensure the

continued development of the Company�s excellent business practices. These Principles of Good Corporate

Governance were last reviewed in October 2008 to be more appropriate and up to date. The Company�s personnel

must understand these principles and consistently comply with the policies. The Company also posts its codes of

conduct on the Company�s web site under the heading �Principles of Good Corporate Governance�.

2. Shareholders Rights

The 2007 Annual Ordinary General Meeting of Shareholders was held on 24 January 2008. Two Extraordinary

General Meetings of Shareholders were held. The Meeting No. 1/2008 was held on 12 May 2008 and the Meeting No.

2/2008 was convened on 25 August 2008. Invitations to attend the meeting were sent no fewer than 14 days in

advance, with complete and clear details on the registration time, the schedules of the meetings, and the agenda of

the meetings to help shareholders gain a thorough understanding of their rights and benefits, and to exercise

appropriate judgments in voting. Moreover, the Company has made a continued effort to offer more alternatives to

shareholders by allowing independent directors to be their proxies in the event that shareholders cannot attend the

meeting.

To comply with the Principles of Good Corporate Governance for Listed Companies in 2006, the Company

has granted the right to minority shareholders who hold fully paid up shares of 0.1 t0 5 % of shares of the total sold

shares to propose items to be included on the agenda and to nominate candidates for directorship in advance via the

Company�s website.

Page 23: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 23

3. Stakeholders� Rights

The Company�s business philosophy emphasizes accountability and equal treatment that hold confidence

of stakeholders. These include:

(1) Accountability towards shareholders, by giving consideration to investments that yield appropriate and

fair returns and maintaining stable financial status for the purpose of viability and growth.

(2) Accountability towards clients, by managing and developing water resources and products and providing

quality services that give clients maximum satisfaction.

(3) Accountability towards all employees by respecting their lawful rights, providing a good and safe working

environment, and fair employment conditions that truly reflect the market situation, and by promoting the

use of human resources to their full potential.

(4) Accountability towards parties having business relationships with the Company by developing

relationships that will enable mutual maximum benefits with contractors, suppliers, and joint-investors,

under the concept of good corporate governance.

(5) Accountability towards society and the environment, by carrying out business activities with social

responsibility. The Company respects and complies with relevant laws and regulations, to safeguard

against any impact that will lead to loss of life or property of personnel, as well as the community and the

environment.

4. Shareholders Meeting

In the fiscal year 2007 the Annual Ordinary General

Shareholders Meeting was held once on 24 January 2008. Eight

directors attended the meeting including the Chairman of the Board,

the Chairman of the Audit Committee, Chairman of the Risk

Management Committee, Chairman of the Investment Committee,

(Chairman of Executive Committee) and the Chairman of the

Nomination and Remuneration Committee. For each item on the

agenda, the Chairman of the Board, who chaired the Meeting, allowed

shareholders to equally exercise their rights to audit the Company�s

business operations, make inquiries, express their views and offer

suggestions. The result of the votes on each item on the agenda was

reported to the shareholders informally before the Meeting was over.

In the minutes of the Shareholders Meeting the resolutions passed

were clearly recorded and the official results on the votes officially

indicated, showing the votes for, against and abstentions for each

item.

At the 1/2008 Extraordinary Meetings of Shareholders on 12

May 2008 and 2/2008 Extraordinary Meetings of Shareholders on 25

August 2008, the procedures followed the framework of the

Shareholders Meeting Quality Evaluation Project. For shareholders�

convenience, the barcode system was used for registration and the

E-voting was used for vote counting through arrangements with

Thailand Securities Depository Co., Ltd. (TSD). At these two meetings,

Page 24: EASTW : Annual Report 2008 EN (oct2007-sep2008)

24 Annual Report 2008

it was the Company�s policy that all shareholders received complete and adequate information for their decision

making. Opportunities were given to all shareholders to equally exercise their rights to make inquiries, express their

views and offer suggestions regarding the Company�s operations. Those who were not able to personally attend the

meetings were allowed to vote by proxies. Two independent directors who had no conflict of interest regarding items

on the agenda were also proposed to shareholders as the choices of their proxies who could vote on their behalf.

In the fiscal year 2007 (2008?). The Office of the Securities and Exchange Commission, the Thai Investors

Association and the Listed Companies Association jointly implemented the Annual Ordinary General Shareholders

Meetings Quality Evaluation Project. East Water was rated �very good�.

The Company was rated �Very Good� in the 2008 Corporate Finance Report of Thai Listed Companies

(CGR) prepared by the Thai Institute of Directors Association (IOD), the Office of Securities and Exchange Commission

(SEC) and the Stock Exchange of Thailand (SET).

5. Leadership and Vision

The Board of Directors plays a very important role in defining the Company�s vision, policies, and strategic

plans, by setting a long-term corporate plan every three years. For operations each year, the Company�s Management

proposes strategies and activities to the Directors and members of the Investment Committee and the Board of

Directors respectively for their consideration, comments and approval of action plans, including the annual expenditure

budget. In addition, Management reports on the progress of the annual action plans and significant obstacles during

monthly meetings of the Board of Directors as well as presenting for the Board�s consideration investment projects

with values of 200 million Baht or more to obtain approval.

6. Conflict of Interest

Connected transactions between the Company and other companies within the group or other interested

parties will go through approval procedures that are proper and clearly spelled out, by using the same price structure

and conditions as those applied to other trading partners of the Company. Details on connected transactions are

disclosed in the Annual Report and the Form 56-1.

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Annual Report 2008 25

In addition, at every monthly Board Meeting, the Board of Directors and Management require regular reports

on the securities holding of members of the Board and the Management. In the fiscal year 2008 there were connected

transactions that had to be reported in the interest of the Company. The Company therefore followed the directive of

the Stock Exchange of Thailand under which the concerned director for each transaction was not allowed to approve

such transaction. The Company meticulously disclosed its connected transactions.

7. Corporate Ethics

In addition to the implementation of the �Principles of Good Corporate Governance of Eastern Management

and Development of Water Resources Company�, the Company has also prepared the �Board of Directors Manual�,

which was declared effective on 17 August 2006 and constantly updated to be timely and appropriate for the changing

rules, to be used by directors as the standard for compliance with the Principles of Good Corporate Governance. All

the Company�s directors are required to sign in acceptance of the said Manual. The employees� Code of Business

Ethics has also been made effective and training on good corporate governance has been provided for new employees.

A project to promote knowledge and understanding of good corporate governance has been organized for employees

on a continual basis.

8. Balance of Power by Independent Directors

As of 30 September 2008, there were 11 members on the Board of Directors comprising:

1 Executive director

5 Non-executive directors

5 Independent directors

9. Centralization and Decentralization of Power

The Board of Directors focuses on transparency in business operations, decentralization of decision making,

and division of authority in reviewing and approving various matters. The Company Chairman is not the same person

as the President & CEO. Members of the Audit Committee do not have the power to sign any document that will

legally bind the Company and do not have monetary oversight in the finance and management of the Company of its

affiliated companies.

10. Remunerations of Directors and Management

Remunerations of directors and executives follow the principles and policies defined by the Board of Directors.

The Remuneration Committee considers and proposes suitable remunerations to the Board of Directors and to

shareholders (on the part of Directors� remunerations) for consideration and approval. Remunerations of directors

and Management in 2008 are summarized below.

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26 Annual Report 2008

2008 Directors and Management�s Remunerations

Directors� remunerations during 1 October 2007 � 30 September 2008

Meeting

Name of Director (1)

Allowance Remunerations Bonus

(Baht) (Baht) (Baht)

1 Mr. Utid Tamwatin Chairman 130,000 960,400 297,500

2 Pol. Lt. Gen. Jarax Sangtaweep Former Chairman 130,000 752,000 350,000

3 Mr. Anucha Mokkavesa Former Vice Chairman 84,000 541,200 455,000

4 Dr. Borwornsak Uwanno Former Director 60,000 630,400 420,000

5 Lt. Gen. Chayuth Suwanamas Former Director 180,000 530,400 280,000

6 Mr. Rangson Sriworasat Former Director 20,000 235,200 280,000

7 Mr. Chavalit Sarun Former Director 90,000 630,400 280,000

8 Mr. Uthai Juntima Former Director 30,000 295,200 420,000

9 Mr. Somchai Boonnamsiri Former Director 10,000 315,200 420,000

10 Mr. Somnuk Kyavatanakij Former Director 170,000 880,400 420,000

11 Mr. Siva Sangmanee Former Director 20,000 135,200 -

12 Gen. Suchet Watthanasuk Former Director 20,000 135,200 -

13 Mrs. Monta Pranootnorapal Director 100,000 255,200 -

14 Mr. Rasda Pongpaew (2)

Director - - -

15 Pol. Gen. Ajiravid Subarnbhesaj Director 120,000 150,000 -

16 Mr. Kanoksakdi Bhinsaeng Director 140,000 150,000 -

17 Pol. Maj. Gen. Pimol Sinthunava Director 120,000 150,000 -

18 Pol. Lt. Gen. Somyot Poompanmoung Director 110,000 150,000 -

19 Mr. Nattachak Pattamasingh Na Ayuthaya Director 80,000 150,000 -

20 Mr. Chakarn Saengruksawong Director 60,000 150,000 -

21 Mr. Chanchai Tontisirin Director 120,000 150,000 -

Executive Director and nine Executive Members 27,442,280

Notes: (1) Former Chairman, Former Vice Chairman and Former Directors refer to directors who vacated office before 30 September

2008.

(2) According to Electricity Generating Public Company Limited (EGCO), a director�s remunerations from directorship in other

companies are transferred to the account of the Thai Forest Conservation Foundation, a foundation established with the

objectives of raising awareness about and networking for conservation of forests and water resources.

10.1 Directors� Securities Holding

As of 30 September 2008, no director held the Company�s securities. Nine executive members held

1,570,580 ordinary shares.

10.2 Contributions to Provident Fund

In the fiscal year 2008 ending 30 September 2008, the Company�s contributions to the Provident Fund for 10

executive members totaled 1,574,521.20 Baht.

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Annual Report 2008 27

11. Board of Directors Meetings

The Board of Directors� monthly meetings are scheduled during the third or fourth week of the month. The

President, serving as the Secretary to the Board of Directors, sends an invitation together with the Meeting Agenda

and relevant documents in advance to allow time for directors to review the information before attending the meeting.

In the fiscal year 2008 (1 October 2007-30 September 2008) 17 meetings were held and attended by members of the

Board. Details on individual director�s attendance are given below.

No. of Meetings

Names of Directors Attended/No. of Term of Office

Meetings Held

1 Mr. Utid Tamwatin Chairman 14/17 (24 Jan 03 - 26 Jan 07)

(22 May 07 � Present)

2 Pol. Lt. Gen. Jarax Sangtaweep Former Chairman 7/9 26 Jan 07 - 9 May 08

3 Mr. Anucha Mokkavesa Former Vice Chairman 9/9 15 Jun 05 - 9 May 08

4 Dr. Borwornsak Uwanno Former Director 8/9 11 Feb 99 - 10 May 08

5 Lt. Gen. Chayuth Suwanamas Former Director 9/9 26 Jan 07 - 9 May 08

6 Mr. Rungson Sriworasat Former Director 2/4 26 Jan 07 - 24 Jan 08

7 Mr. Chavalit Sarun Former Director 5/9 26 Jan 07 - 9 May 08

8 Mr. Uthai Jantima Former Director 3/3 16 May 05 - 2 Jan 08

9 Mr. Somchai Boonnamsiri Former Director 1/4 24 Jan 03 - 24 Jan 08

10 Mr. Somnuk Kyavatanakij Former Director 9/9 24 Jan 03 - 9 May 08

11 Mr. Siva Sangmanee Former Director 4/4 24 Jan 08 - 1 May 08

12 Gen. Suchet Watthanasuk Former Director 4/4 24 Jan 08 - 6 May 08

13 Mrs. Monta Pranootnorapal Director 13/13 24 Jan 08 - Present

14 Mr. Rasda Pongpaew Director 12/13 24 Jan 08 � Present

15 Pol. Gen. Ajiravid Subarnbhesaj Director 8/8 12 May 08 - Present

16 Mr. Kanoksakdi Bhinsaeng Director 7/8 12 May 08 - Present

17 Pol. Maj. Gen. Pimol Sinthunava Director 8/8 12 May 08 - Present

18 Pol. Lt. Gen. Somyot Poompanmoung Director 7/8 12 May.08 - Present

19 Mr. Nattachak Pattamasingh Na Ayuthaya Director 8/8 12 May 08 - Present

20 Mr. Chakarn Saengruksawong Director 7/8 12 May 08 - Present

21 Mr. Chanchai Tontisirin Director 7/8 12 May 08 - Present

22 Mr. Praphant Asava-aree Director 12/12 (26 Jan 07 - 24 Jan 08)

(12 May 08 - Present)

Notes: Former Chairman, Former Vice Chairman and Former Directors refer to directors who vacated office on 30 September 2008

12. Committees

The Board of Directors has established committees comprising members with appropriate expertise to

review and scrutinize the works assigned to them to initially ensure their accuracy, clarity and completeness before

referring them to the Board of Directors for approval or ratification, whichever the case may be. Details on the

committees established by the Board of Directors are listed below.

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28 Annual Report 2008

12.1 As of 30 September 2008, the Audit Committee comprised 3 independent directors and 2 advisors

whose names are listed below.

No. Name-Surname Position

1. Pol. Gen. Ajiravid Subarnbhesaj Chairman

2. Pol. Maj. Gen. Pimol Sinthunava Member

3. Mr. Chanchai Tontisirin Member

4. Mrs. Leena Charoensri Advisor to the Audit Committee

5. Mr. Chakkrit Parapuntakul Advisor to the Audit Committee

The Audit Committee is responsible mainly for considering and verifying the accuracy and credibility of the

Company�s financial statements to ensure that they meet international standards before submitting them to the Board

of Directors. The Committee reviews and gives recommendations regarding evaluation of the efficiency and

effectiveness of the Company�s internal control system, compliance with laws, rules, and regulations, as well as

ensuring the effectiveness and independence of the Audit Committee�s administrative process. The Committee

places emphasis on transparent guidelines and clear distinction among the Board of Directors, the Internal Audit

Department, the Management, and the External Auditor. Other functions include giving initial approval to the

appointments of the External Auditors and determining his/her remunerations to be proposed to the Board of Directors

and shareholders. In the fiscal year 2008, the meetings of the Audit Committee were regularly held 7 times with 100%

attendance.

12.2 As of 30 September 2008, the Executive and Investment Committee comprised 3 directors whose

names are listed below.

No. Name-Surname Position

1. Mr. Kanoksakdi Bhinsaeng Chairman

2. Pol. Lt. Gen. Somyot Poompanmoung Member

3. Mr. Praphant Asava-aree Member

The Executive and Investment Committee is assigned by the Board of Directors to play a key role in supervising

the Company�s operations to have the efficiency and business strength in line with the policy of the Board of Directors.

The Committee reviews and screen the various matters before presenting them to the Board of Directors, supports

the work of the Management team to achieve the Company�s objectives and goals, and set policies, strategies, and

framework for the Company�s short-term and long-term investments in core and related businesses. Other functions

include reviewing matters requiring approval of the Board of Directors with respect to procurement in the amounts

exceeding the authority of the President & CEO. In addition, the Committee reviews projects involving capital investment

that call for the establishment of investment processes and criteria as well as project financial analysis in accordance

with the Company�s work plans before presenting the matters to the Board of Directors for consideration. In the fiscal

year 2008, the Committee held 7 meetings with 90% attendance.

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Annual Report 2008 29

12.3 As of 30 September 2008, the Corporate Governance Committee comprised 3 directors whose

names are listed below.

No. Name-Surname Position

1. Mr. Utid Tamwatin Chairman

2. Pol. Maj. Gen. Pimol Sinthunava Member

3. Mr. Rasda Pongpaew Member

The Corporate Governance Committee has the duty to ensure that the Company has complied with important

elements of the corporate governance process that is effective and in line with requirements of the Stock Exchange

of Thailand. The Committee also makes sure that the Principles of Good Corporate Governance are implemented

with emphasis on continued development and best practice and that evaluations of compliance with the Company�s

policies are conducted periodically. In the fiscal year 2008, the Committee held 5 meetings with 92% attendance.

12.4 As of 30 September 2008, the Risk Management Committee comprised 5 directors whose names

are listed below.

No. Name-Surname Position

1. Mrs. Monta Pranootnorapal Chairperson

2. Pol. Lt. Gen. Somyot Poompanmoung Member

3. Mr. Chakarn Saengruksawong Member

4. Mr. Chanchai Tontisirin Member

5. Mr. Praphant Asava-aree Member

The Risk Management Committee is responsible mainly for overseeing and reviewing the risk management

policy, standard practice, strategies, and overall risk assessment. It also reviews the adequacy of policy on the risk

management system, the system�s efficiency, and compliance with the policy, to ensure that the risk management

strategies are implemented appropriately. In the fiscal year 2008, three meetings were held with 80% attendance.

12.5 As of 30 September 2008, the Nominating Committee comprised 3 directors whose names are

listed below.

No. Name-Surname Position

1. Pol. Maj. Gen. Pimol Sinthunava Chairman

2. Mr. Nattachak Pattamasingh Na Ayuthaya Member

3. Mr. Chakarn Saengruksawong Member

The Nominating Committee consists of members appointed by the Board of Directors to find suitable persons

to be considered for appointments as directors of the Company and affiliated companies and the President & CEO.

The Committee also gives opinions regarding the work management structure of the Board of Directors and other

committees. In the fiscal year 2008 the Nominating Committee held 3 meetings with 100 % attendance.

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30 Annual Report 2008

12.6 The Remuneration Committee comprised 3 directors whose names are listed below.

No. Name-Surname Position

1. Mr. Nattachak Pattamasingh Na Ayuthaya Chairman

2. Pol. Gen. Ajiravid Subarnbhesaj Member

3. Mr. Kanoksakdi Bhinsaeng Member

The Remuneration Committee�s main function is to formulate a policy concerning remunerations and other

fringe benefits and to set up a guideline for evaluation of the performance of the Board of Directors, affiliated companies,

and the Company�s executives. The Committee is also required to disclose the policies regarding remunerations and

relevant details and prepare reports in the required format. In the fiscal year 2008 the Remuneration Committee held

4 meetings with 100 % attendance.

The Board of Directors has regularly and continuously performed self-evaluation every year in order to

review the accomplishments as well as problems and obstacles experienced over the year. The results are used for

improvement of work efficiency, in accordance with the Principles of Good Corporate Governance. In 2008, the

average score of all directors was 4.69 out of 5. Risk Management and Internal Control received the highest average

scores of 5 as a result of the Company�s adequate and appropriate risk management system. The Board of Directors�

preparedness for Board meetings, the performance of the Chairman of the Board, the clarity in division of work

among the Board of Directors, the various Committees and the Management, and equitable treatment of shareholders

received the highest average scores in that order.

13. Selection of Directors and Management

The Board of Directors of the Company appoints representatives as Nominating Committee members to find

suitable persons to be appointed as directors and President & CEO on a case by case basis. The Board of Directors

has passed a resolution to grant the right to minority shareholders to nominate a person or persons to the Nominating

Committees for preliminary review before submitting the list of nominee(s) to the Board of Directors for consideration.

The Board proposes the candidates to be selected by the shareholders during the Annual General Shareholders

Meeting. According to the Company�s Articles of Association, the Company�s Board of Directors shall consist of at

least five but not more than eleven directors elected by the Shareholders. The directors shall then elect among

themselves the Chairman of the Board and may elect the Vice Chairman, the President & CEO, and holders of other

positions as they deem appropriate. No less than half of the Company directors shall be domiciled in the Kingdom of

Thailand. Election and appointment of directors shall be carried out by the Shareholders Meeting in accordance with

the following criteria and procedure.

1. Each shareholder shall have one vote for each share held.

2. Each shareholder shall cast all of his/her eligible votes as stipulated in Item 1 to elect one or several

persons as a director or directors but the votes may not be divided among candidates.

3. The candidates shall be elected in descending order of the votes received starting from the person

receiving the highest votes until all the positions of directors are filled, or until the number of directors

to be elected in that Meeting is fulfilled. In case of a tie vote that will result in the number of elected

candidates exceeding the total number of directors or the number of the vacant positions to be filled

in that Meeting, the Chairman shall have the deciding vote.

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Annual Report 2008 31

4. Members of the Board of Directors shall have the required qualifications and do not have prohibited

characteristics under the law governing public limited companies.

5. Independent directors shall have all the qualifications as defined by the Company in accordance with

the regulations of the Securities and Exchange Commission (SEC).

A shareholders meeting may pass a resolution to remove any director before the end of the term by a vote of

no less than three fourths of all the shareholders eligible to vote who are present at the meeting, and the number of

shares represented shall be no less than half of the number of shares held by the eligible shareholders present.

In the fiscal year 2008, five members of the Board of Directors represented major shareholders: three from

the Provincial Waterworks Authority, one from Electricity Generating Public Company Limited, and one from the

Industrial Estate Authority of Thailand.

14. Internal Information Control

The Company�s guideline concerning the use of internal information by the Company�s directors, management

and employees are set in the Principles of Good Corporate Governance and can be summarized as follows:

1. Directors, Management, employees, supporting staff, and autsoureed employees have the duty to

accept legal and ethical obligations to safeguard and not to disclose, the Company�s information and

documents that are classified as confidential or trade secrets which will have critical impact on the

Company�s success and stability.

2. The confidential trade information shall be well protected and not leak to outsiders. Internal information

shall be shared and used solely under the designated duties and responsibilities.

3. The release of information to outsiders shall require the approval of the Company�s President & CEO. If

the information is related to joint-venture partners, their approval shall also be required. The functions

responsible for disseminating the information to the public are the Public Affairs section of the Marketing

and Public Affairs Communication Department, and the Investors Relations section of the Corporate

Affairs Department. The Public Affairs officers are also in charge of disseminating news and information

to other employees.

In addition, the Company has informed the Directors and Management of their responsibility to report the

acquisition or sales of the Company�s securities exceeding 5% of the total Company�s sold, and their securities

holding, to the Securities and Exchange Commission in accordance with the prescribed format and procedure.

Such information is also required to be reported to the Board of Directors in every meeting.

15. Relationships with Investors

The Company gives significance to disclosure of accurate, complete and transparent information. Information

is disseminated via various channels of the Stock Exchange of Thailand and the Company�s website. The �Investors

Relations Section� of the Corporate Affair Department, has been assigned to communicate with institutional investors,

shareholders, analysts, and the general public.

For any information and inquiries, investors and concerned parties are invited to use the Company website

(www.eastwater.com) or contact [email protected].

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32 Annual Report 2008

The company gives importance to the internal control system, with

emphasis on adequate and appropriate control that contributes to business

efficiency in terms of finance, operations, risk management and monitoring.

The principles and the essence of the assessment of the adequacy of the

internal control system can be viewed from five aspects.

1. Organization and Environment

The Board of Directors plays an important role in defining the vision,

policy and strategies of the Company by setting long-term business plans,

offering opinions, and approving strategies, activities, and annual action

plans. In addition, the Board of Directors has also implemented the

application of Key Performance Indicators to assess the performance in all

functions of the organizations to ensure that performance monitoring and

assessment are carried out fairly, efficiently and systematically in line with

the organization�s goals and objectives.

The policy for internal management focuses on having the

mechanism for checks and balances among the Board of Directors, the

management and shareholders. Members of the Board of Directors include

at least three independent or external directors so that there will be a balance

between members who may have conflict to interest with the Company and

independent or external members. The Company communicates with

investors to regularly disseminate the Company�s information to the public

regularly. Committees have been set up to review and pass a decision on important issues to protect shareholders�

interest. In addition, the Company has implemented the corporate governance of Eastern Water Resources

Development and Management Public Company Limited, the Company Code of Conduct, and Employee�s Business

Ethics, to be observed by its personnel of all levels, with emphasis on honesty and business ethics.

2. Risk Management

The Enterprise Risk Management concept has been applied by conducting risk assessments for various

processes and risk factor analysis. Current control measures include participation of employees from every department

in the Company�s risk assessment and risk management processes on a continuous basis. Risk management action

plans have been drawn up to increase the efficiency of the company�s internal control systems. It is also used to

maintain the risks at an acceptable level that corresponds with the changes in the circumstances and the risk factors

themselves. A specific work unit has been assigned to monitor the implementation of the Risk Management Project,

evaluate the result, and prepare a report thereof to be presented to the Risk Management Committee and the Board

of Directors for review and decision making in order to ensure that the Company�s risk management process is

dynamic, consistent, and uninterrupted.

2008 Assessment of Adequacy of InternalControl Systems

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Annual Report 2008 33

3. Control of the Management�s Performance

The scope of the authorities and the amount of money authorized to be spent by the Management have been

clearly defined to be consistent with the principles of good internal control regarding division of duties and verification

of work. Functions involving the authority to approve book-keeping and information are separated from property

management. Moreover, the Company has been granted ISO 9001:2001

and ISO 14001:2004 certification. Work Procedures and Work Instructions

have been developed to be used as references to ensure the standards

of work. Training has been organized so that employees could understand

and perform their work according to the said standards.

In the case of connected transactions between the Company and

its associated companies including companies and parties with common

interest, these items are scrutinized approved accurately, transparently

under the same conditions as those applied to other trade partners. Details

on such transactions are already presented in the Auditor�s Notes to the

Financial Statements.

The Company has continuously and regularly supervised the

operations of its associated companies. Their progress and business

performance has been reported to the Board of Directors by a specific

work unit which has been assigned to follow up on the operations to ensure

that they are consistent with the resolutions of the Board of Directors. In

addition, it coordinates the policies to ensure that every company within

the group is operating its business along the direction that is consistent

with the policies of the Board of Directors. A compliance unit has been

set up to ensure that the Company�s business activities comply with

relevant laws, rules and regulations.

4. Information and Communication System

The Company has provided adequate important information for the Board is decision making. The information

is presented to the Board members in advance to allow adequate time for preliminary review. On the agenda of every

Board meeting and the meeting of sub-committees are details on matters from previous meetings and the resolutions

passed to be used as references, together with related legal requirements (if any), so that the Board will have complete

and comprehensive information for their decision making and can provide recommendation that will lead to ongoing

improvement and development of the Company. Then facts regarding the progress of action taken by the Management

in accordance with comments of various committees will be presented. Such comments include reasons, business

sensitivity analysis, and anticipated obstacles or impact. Recommendations always includes issues for consideration

and/or proposals of options for discussion/consideration. In submitting every minutes of the meeting, the Company

informs individual directors that they can indicate their intention to make amendment to the Minutes within approximately

five days after receiving the minutes.

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34 Annual Report 2008

Moreover, the Company has introduced and consistently developed the use of information system and

internal data base, so that employees at all level can have access to information related to their work at an appropriate

level. This is achieved through a well defined policy and the system that clearly spells out the level of accessibility in

order to use such data and information to perform their work.

5. Monitoring System

The Company follows up on the goals indicated in the long-term business plan and the annual action plans.

Measures implemented include the Key Performance Indicators (KPIs) with the progress and result of the performance

regularly reported to the meeting of the Board of Directors every quarter. The objective is to review the matters and

define guidelines for improvement and corrections of any inefficiency to be in line with the changing situations. The

emphasis is on taking timely corrective action.

The Company gives great importance to internal audit, emphasizing the value added for the organization.

Data on internal risk assessment has been used in the risk-based audit planning and a consultant has been employed

for co-sourcing with the Audit Office every year. This is to enable the Board of Directors and the Management to have

confidence in the efficiency and effectiveness of the Company�s internal control system. The accuracy and credibility

of data and information, i.e., accounting information and information used for business operation has been ensured

that they are is in compliance with the law, rules, and regulations relating to the Company. In addition, other performance

monitoring processes are implemented by means of the Company�s Internal Quality and Environment Monitoring

System in accordance with ISO 9001:2000 and ISO 14001:2004.

Based on the key elements of the Assessment of the Adequacy of the Internal Systems as mentioned above,

the Company is confident that its internal control systems are adequate and suitable for its business, contribute to

transparency in work execution and enhance the effectiveness of sustainable business operations.

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Annual Report 2008 35

In the 2008 fiscal year, the Audit Committee held seven meetings with the Management of the Company

and its subsidiaries, the Company auditor, and the internal auditor. Inquiries were made and explanations were

satisfactorily given from the parties concerned. Significant details of the Audit Committee performance are given

below.

1. Verification of financial statements and connected transactions

The interim financial statements and the 2008 financial statements were reviewed and verified. Inquiries

were made to the External auditor and the internal auditor and explanations were given by Management. Emphasis

was placed on information disclosure and adequate provisioning for projects implemented in line with the

government policies and the Group�s own projects. In addition, connected transactions in the fiscal year 2008

were reviewed in consideration the price of water sold to the Provincial Waterworks Authority (PWA) and the

Industrial Estate of Thailand (IEAT). Such transactions were presented to the Extraordinary General Meeting of

Shareholders No. 2/2008 on 25 August 2008. The Audit Committee played a role in passing a decision and

giving initial approval as well as suggesting that an independent financial advisor be hired to review and give an

opinion, which would be presented to the Extraordinary General Meeting of Shareholders before entering into

such transactions.

2. Supervision of the internal control system and compliance with relevant law, rules, and regulations

The three-year risk-based internal audit plan (2008 � 2010) and the internal audit plan for the fiscal year 2008

were reviewed and approved. Such plans were applied to all work functions in the companies within the Group.

The result of the appraisal of the efficiency and the effectiveness of the Company�s internal control systems,

which was summarized and presented quarterly to the Audit Committee by the consultant company, was verified.

The Audit Committee also monitored actions taken by the Management to make adjustment and corrections in

line with the recommendations on a quarterly basis. Compliance with requirements, obligations to third parties,

and relevant laws was also monitored.

In addition, the Audit Committee resolved and provided recommendations for the following important matters:

2.1. The progress of important delayed investment projects has been monitored. Assets and inventory should be

managed to be at an appropriate level. The Committee consulted with the Auditor to estimate adequate

provisioning according to accounting standards.

2.2. The Company was advised to set a policy to prohibit entering into agreements that obstruct peace, orderliness

and good moral, or agreements that would lead to unfair trade and instruct every associated company to

follow the same practice.

2.3. The Company was advised to monitor the operations of associated companies to strictly comply with the

law, rules, and regulations. In the event of a violation report all the facts should be done systematically.

Criteria for evaluation should be improved to be transparent and can be dynamically evaluated.

Report of the Audit Committee for the Year 2008

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36 Annual Report 2008

2.4. The Company was advised to closely supervise the monetary policy of associated companies with regard to

a policy that would lead to obligations or a decision to use appropriate financial tools. Risks that might affect

the overall capital structure of the Group should be assessed.

3. Supervision of the Internal Audit Department

The action plans, the annual budget, and the man power structure of the Internal Audit Department were

reviewed and approved. Support was given to the Internal Audit Department to be able to perform its work

independently and more efficiently through the restructure of the Audit Office. As a result, approval was granted

for the Internal Audit Department to be divided into two sections, Operational Auditing and Accounting and

Financial Auditing. In 2008, the Committee approved auditing co-sourcing partnership with Deloitte Touche

Tohmatsu Jaiyos Company Limited. This arrangement would enhance experience sharing and report issues

detected from the audit that add value to the Company.

4. Supervision of Company Auditor�s performance

The Audit Committee, in the Meeting No.9/2008, reviewed the selection of the Company Auditor and the

auditing fees. Qualifications of the auditors were checked to ensure compliance with the Notification of the

Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand, and to ascertain

that the auditors do not have any relationship with the Company and its subsidiaries. The Committee then

proposed to the Board of Directors that Mrs. Saifon Inkaew, License No. 4434 or Ms. Rattana Jala, License No.

3734 or Miss Kamoltip Lertwitworathep, License No. 4377 of Ernst & Young Office Limited, the current Company

Auditor be reappointed the Company auditor for the fiscal year 2008. The proposal will be subsequently presented

to the General Shareholders� Meeting for approval.

As Mrs. Saifon Inkaew, License No. 4434, had audited and presented opinions on the Company�s financial

statements for five consecutive years, the Audit Committee proposed to the Board of Directors that in the fiscal

year 2009 (January 2009 � December 2009) the position of the Company Auditor be rotated to Ms. Rattana Jala,

License No. 3734 or Miss Kamoltip Lertwitworathep, License No. 4377, or Mr. Wichart Loketkrawee, License No.

4451.

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Annual Report 2008 37

The Auditor�s fees of the Company and it subsidiaries for the fiscal year 2008 to 2009 following negotiations

with the Auditor since 2008 are summarized below.

• Auditor�s fee for the Group�s consolidated financial statements (October 2008 � December 2008) was

1,076,000 Baht. Of this amount, 348,000 Baht was for the fee for the Company (EW).

• Auditor�s fee for the Group�s consolidated financial statements for the fiscal year 2009 (January 2009 �

December 2009) was set as 3,310,000 Baht. Of this amount, 1,110,000 Baht was for the fee for the Company

(EW).

The Audit Committee also looked into the matter concerning the auditor who certifies the Company�s financial

statements, which must be rotated every fifth fiscal year. If reappointed for the fiscal year 2009, the current

Company Auditor will be serving the Company for the fifth consecutive year.

In summary, the Audit Committee has duly performed all of its duties as stated in the Audit Committee�s

Charter, which have been approved by the Board of Directors and comply with the SET�s regulations. The Audit

Committee agrees with the Company Auditor�s opinion that the Company�s financial statements are correct in

accordance with Thailand�s Generally Accepted Accounting Principles and that connected transactions have

been disclosed completely, accurately, and in details. Moreover, the Company has implemented an appropriate

and effective internal audit control system and throughout the fiscal year 2008 no significant issues regarding

failure to comply with relevant regulations, obligations and laws have been found. Improvement has also been

made to in the Company�s operations to ensure consistency and appropriateness to the changing business

environment.

(Pol. Gen. Ajiravid Subarnbhesaj)

Chairman of the Audit Committee

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38 Annual Report 2008

The Eastern Water Resources Development and Management PLC gives great importance to good corporate

governance, believing that it is a key element in running the business for the maximum benefits of shareholders. The

Board of Directors recognizes that good corporate governance will contribute to the company�s sustainable growth

and will strengthen all stakeholders� confidence. Such principles are based on �transparency, honesty and

competitiveness� The Company has implemented the Principles of Good Corporate Governance, the Board of Director�

Manual, and the Employees Code of Business Ethics based on the 15 principles of good corporate governance of the

Stock Exchange of Thailand. These principles of good governance have been reviewed to be more appropriate, up

to date, and in compliance with relevant laws and regulations. Details are accessible on the Company�s website.

under the heading �Good Corporate Governance.�

The accomplishments of the Corporate Governance Committee in the fiscal year 2008 (October 2007-

September 2008) may be summarized as follows:

• Revision of the Principles of Good Corporate Governance, by revising the qualifications of independent

directors to be consistent with the change in the criteria stipulated by the Office of Securities and Exchange

Commission.

• Revision of the criteria to allow minority shareholders to propose items to be on the agenda of the meetings

and to nominate candidates for directorship in advance.

Mr. Utid Tamwatin

Chairman of the Corporate Governance Committee

Report from the Corporate Governance Committee

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Annual Report 2008 39

The company and its subsidiaries have entered related party transactions with persons subject to conflicts

of interest (as of September 30, 2008) which include water sold to and services provided for major shareholders as

indicated in the Notes to Financial Statements. Details of other related party transactions.

Tab water production and water works system maintenance services for Egcom Tara Co.,Ltd.

(1) Details of related party transactions:

Between Universal Utilities Co., Ltd. (UU), a company�s subsidiary, and Egcom Tara Co., Ltd. The company

and Electricity Generating Public Company Limited (EGCOMP) held 15% shares respectively in Egcom

Tara Co., Ltd. EGCOMP held 17.89% shares in the company as of 14 November 2007.

(2) Nature of related party transactions:

UU provided services to Egcom Tara Co., Ltd., i.e., production of tap water and tap water production

system and pipeline maintenance for Lak Muang and Ratchaburi and Samut Songkhram Provinces.

Service fees were charged according to a contract awarded by open bidding.

(3) Value of related party transactions:

In 2007 UU received service fees of 29.75 million bath from Egcom Tara Co., Ltd.

Trend or Policy Regarding Future Connected Transactions:

As for future connected transactions, the company will ensure that transactions are at fair prices according

to normal market conditions. The company will abide by laws governing securities and securities exchange, regulations,

notifications, orders or requirements set forth by the Securities Exchange of Thailand, including those concerning

information disclosure of connections and acquisitions or sales of the company�s significant assets.

In the event future connected transactions with persons subject to conflicts of interests or with stakeholders,

the company will disclose the information in the Notes to Financial Statements that are audited by the company�s

auditor.

Related Party Transactions

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40 Annual Report 2008

The Board of Directors had financial statements prepared to show the financial status and business

performance of the company in 2008 in accordance with the Public Limited Company Act, B.E. 2535 (1992). The

Company�s Directors acknowledge that in their capacity as directors of a listed company in the Stock Exchange of

Thailand, they have responsibility for the Company�s financial statements including the financial information appearing

in the 2008 Annual Report.

In this regard, the Board of Directors has appoints the Audit Committee consisting of independent, non-

executive directors to be in charge of the quality of financial statements and verification of the effectiveness of the

internal control systems of the Company and its subsidiaries, to be reasonably confident that financial and accounting

information is recorded accurately and completely and to ensure that assets have been maintained. The financial

statements also serve as guidelines for the Company and its subsidiaries, providing them with information that can

prevent dishonesty or significant irregularities. The Audit Committee�s opinions for the fiscal year 2008 are presented

in the Report of the Audit Committee in these Annual Report.

In this light, the Board of Directors is of the opinion that the Company has prudently and rationally exercised

its judgment and has used the best forecasting method in preparing the financial statements, under the accounting

policy that is appropriate, consistent, and in compliance with Thailand�s generally accepted accounting standards.

Important information has also been adequately disclosed in the Notes to Financial Statements.

(Utid Tamwatin) (Praphant Asava-Aree)

Chairman of the Board of Directors President and CEO

Report on the Board of Directors’ Responsibilitytowards the Financial Statements

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Annual Report 2008 41

To The Shareholders of Eastern Water Resources Development and Management Public Company Limited

I have audited the accompanying consolidated balance sheets of Eastern Water Resources Development and

Management Public Company Limited and its subsidiaries as at 30 September 2008 and 2007, the related consolidated

statements of income, changes in shareholders� equity and cash flows for the years then ended, and the separate

financial statements of Eastern Water Resources Development and Management Public Company Limited for the

same periods. These financial statements are the responsibility of the management of the Company and its subsidiaries

as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these

financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the accounting principles used and significant estimates

made by management, as well as evaluating the overall financial statement presentation. I believe that my audits

provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position

of Eastern Water Resources Development and Management Public Company Limited and its subsidiaries and of

Eastern Water Resources Development and Management Public Company Limited as at 30 September 2008 and

2007 and the results of their operations and cash flows for the years then ended in accordance with generally

accepted accounting principles.

Without qualifying my opinion on the aforementioned financial statements, I draw attention to the matter as described

in Note 16 to the financial statements regarding a pipeline connecting project, which is in compliance with resolution

of the Cabinet-Council that the Company has been assigned to operate for construction and make advance payments

on behalf of the relevant government unit, which have been accumulated up to 30 September 2008 totaling Baht 642

million and such relevant government unit will repay to the Company by gradually offsetting the charges on raw water

to be purchased by the Company from it every year, but presently such government unit has yet to determine the

amount to be withheld from the volumes of raw water purchased every year. However, the Company�s management

believes that there will be no loss to the Company by entering into such contracts and making such advance payments.

In addition, the Company�s management also believes that such project is beneficial and should the government

units have no intention to operate the project by themselves, the Company is able to invest in this project by itself as

the Company�s other projects in order to make them beneficial. The Company is in the process of negotiating with the

relevant units and the outcome of such negotiation and other related matters have yet been finalised on the authorisation

date of these financial statements under report.

Saifon Inkaew

Certified Public Accountant (Thailand) No. 4434

Ernst & Young Office Limited

Bangkok: 20 November 2008

Report of Independent Auditor

Page 42: EASTW : Annual Report 2008 EN (oct2007-sep2008)

42 Annual Report 2008

Balance SheetsEastern Water Resources Development and Management Public Company Limited and its subsidiaries

As at 30 September 2008 and 2007

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2008 2007 2008 2007

Assets

Current assets

Cash and cash equivalents 8 170,193,618 337,436,339 128,549,012 224,235,214

Securities purchased under resale agreement 9 85,000,000 - 85,000,000 -

Current investments 10 143,521,703 3,250,336 143,521,703 3,250,336

Trade accounts receivable 11

Related parties 7.2 168,910,731 163,245,596 114,755,884 95,155,871

Unrelated parties - net 87,439,397 151,799,676 62,855,553 64,811,820

Trade accounts receivable - net 256,350,128 315,045,272 177,611,437 159,967,691

Service income receivable - related party 7.2

Billed 16,961,198 23,753,454 - -

Unbilled 10,263,074 3,043,935 - -

Total service income receivable - related party 27,224,272 26,797,389 - -

Short-term loan to an unrelated party - net 7.4.2 8,800,000 - 8,800,000 -

Inventories - net 12 18,200,035 55,196,602 8,228,361 30,740,795

Other current assets

Dividend receivable from a related party 7.2 - - 28,050,000 70,023,000

Other receivables - related parties 7.2 10,919 3,982,630 6,866,856 15,412,225

Input taxes awaiting refund 2,280,821 4,017,864 - -

others 43,094,130 63,667,171 33,475,872 36,654,210

Total other current assets 45,385,870 71,667,665 68,392,728 122,089,435

Total current assets 754,675,626 809,393,603 620,103,241 540,283,471

Non-current assets

Restricted bank deposits 13 9,076,000 9,076,000 9,076,000 9,076,000

Investments in subsidiaries and a joint venture - net 14 - 490,000 514,999,930 561,707,161

Long-term investments 10 85,477,500 95,387,500 85,387,500 95,387,500

Long-term loans to related parties 7.2, 7.3 - - 300,000,000 318,000,000

Other receivable 16 642,199,200 642,199,200 642,199,200 642,199,200

Property, plant and equipment - net 17 6,758,953,129 7,313,725,738 6,575,139,991 6,722,863,287

Assets under concession contracts - net 18 382,006,132 384,103,506 - -

Deferred concession rights acquisition costs - net 19 521,515,116 376,247,947 - -

Goodwill - net 20 162,700,919 171,049,657 - -

Other non-current assets

Advance payments for pipeline installation 4,544,127 11,703,806 4,544,127 11,703,806

Others 9,779,770 9,586,319 4,698,585 4,497,432

Total other non-current assets 14,323,897 21,290,125 9,242,712 16,201,238

Total non-current assets 8,576,251,893 9,013,569,673 8,136,045,333 8,365,434,386

Total assets 9,330,927,519 9,822,963,276 8,756,148,574 8,905,717,857

The accompanying notes are an integral part of the financial statements.

Page 43: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 43

Balance Sheets (Continued)Eastern Water Resources Development and Management Public Company Limited and its subsidiaries

As at 30 September 2008 and 2007

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2008 2007 2008 2007

Liabilities and shareholders� equity

Current liabilities

Bank overdrafts and short-term loans from financial

institution 21 72,009,842 160,000,000 20,009,842 100,000,000

Trade accounts payable

Related parties 7.2 4,114,414 6,300,774 6,083,125 5,742,808

Unrelated parties 68,972,969 136,297,106 8,613,827 8,624,262

Total trade accounts payable 73,087,383 142,597,880 14,696,952 14,367,070

Current portion of long-term liabilities under finance lease

agreements 3,221,196 928,934 2,265,636 -

Current portion of long-term loans from financial institutions 22 420,716,000 421,287,000 375,000,000 150,000,000

Debentures 23 - 2,500,000,000 - 2,500,000,000

Other current liabilities

Accrued expenses 183,691,888 151,921,118 134,714,408 105,017,615

Payable for purchase of fixed assets 16,294,043 107,784,699 10,039,324 85,747,457

Advances received 8,592,927 10,361,210 - -

Accrued interest expenses 801,554 51,872,261 339,041 33,420,739

Corporate income tax payable 92,917,209 70,692,265 80,304,877 56,215,302

Others - related parties 7.2 5,114,994 20,135,612 44,571,522 26,978,863

Total other current liabilities 307,412,615 412,767,165 269,969,172 307,379,976

Total current liabilities 876,447,036 3,637,580,979 681,941,602 3,071,747,046

Non-current liabilities

Long-term loan from a related party 7.2, 7.3 - 12,000,000 - -

Long-term liabilities under finance lease agreements

- net of current portion 5,022,079 2,349,054 3,716,244 -

Long-term loans from financial institutions - net of

current portion 22 2,434,997,000 1,439,013,000 2,275,000,000 1,310,000,000

Retentions payable 37,990,511 22,163,005 24,495,928 8,199,595

Rental guarantees received from related parties 7.2 - - 761,238 -

Total non-current liabilities 2,478,009,590 1,475,525,059 2,303,973,410 1,318,199,595

Total liabilities 3,354,456,626 5,113,106,038 2,985,915,012 4,389,946,641

The accompanying notes are an integral part of the financial statements.

Page 44: EASTW : Annual Report 2008 EN (oct2007-sep2008)

44 Annual Report 2008

Eastern Water Resources Development and Management Public Company Limited and its subsidiaries

As at 30 September 2008 and 2007

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2008 2007 2008 2007

Shareholders� equity

Share capital

Registered

1,663,725,149 ordinary shares of Baht 1 each

(2007: 1,665,000,000 ordinary shares of Baht 1 each 24 1,663,725,149 1,665,000,000 1,663,725,149 1,665,000,000

Issued and fully paid-up

1,663,725,149 ordinary shares of Baht 1 each

(2007: 1,346,394,130 ordinary shares of Baht 1 each) 24 1,663,725,149 1,346,394,130 1,663,725,149 1,346,394,130

Share subscription received in advance - 113,395,120 - 113,395,120

Share premium 24 2,138,522,279 1,187,358,422 2,138,522,279 1,187,358,422

Assets transferred from customers 26 46,201,078 49,598,601 46,201,078 49,598,601

Retained earnings

Appropriated - statutory reserve 27 166,500,000 166,500,000 166,500,000 166,500,000

Unappropriated 1,959,392,299 1,803,818,666 1,755,285,056 1,652,524,943

Equity attributable to the Company�s shareholders 5,974,340,805 4,667,064,939 5,770,233,562 4,515,771,216

Minority interests - equity attributable to minority

shareholders of subsidiaries 2,130,088 42,792,299 - -

Total shareholders� equity 5,976,470,893 4,709,857,238 5,770,233,562 4,515,771,216

Total liabilities and shareholders� equity 9,330,927,519 9,822,963,276 8,756,148,574 8,905,717,857

The accompanying notes are an integral part of the financial statements.

Balance Sheets (Continued)

.........................................Chairman ............................................President and CEO

(Utid Tamwatin) (Praphant Asava-Aree)

Page 45: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 45

Statements of incomeEastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2008 2007 2008 2007

Revenues

Sales - raw water 7.1 1,672,600,765 1,537,888,213 1,752,720,341 1,603,237,410

Sales - others 7.1 563,110,431 555,391,770 188,014,207 172,384,776

Total sales 2,235,711,196 2,093,279,983 1,940,734,548 1,775,622,186

Service income 7.1 143,215,424 308,368,889 17,120,727 4,901,714

Interest and dividend income 7.1 44,788,510 8,956,474 88,769,730 97,888,571

Gain on disposal of investment in a subsidiary 15 3,478,650 - - -

Other income 7.1 10,059,514 19,527,134 3,847,012 4,207,957

Total revenues 2,437,253,294 2,430,132,480 2,050,472,017 1,882,620,428

Expenses

Costs of sales - raw water 712,598,816 597,441,132 714,482,327 604,786,925

Costs of sales - others 263,905,308 315,798,791 186,267,972 168,431,747

Total costs of sales 7.1 976,504,124 913,239,923 900,750,299 773,218,672

Costs of services 152,938,780 295,306,454 18,036,144 4,840,252

Selling, servicing and administrative expenses 7.1 335,112,698 346,151,757 233,166,831 158,353,556

Expenses for development of life quality and environment 17,309,812 10,959,526 16,669,405 8,819,948

Directors� remuneration 29 36,142,884 38,261,183 23,050,080 24,878,488

Losses on impairment and diminution in value of

assets and provision for doubtful accounts 35,770,685 63,573,411 34,344,932 48,130,844

Loss on disposals of investments 15 - 8,112,348 16,707,231 8,112,348

Losses on impairment of investments in subsidiaries - - 18,000,000 91,000,000

Total expenses 1,553,778,983 1,675,604,602 1,260,724,922 1,117,354,108

Earnings before interest expenses and income tax 883,474,311 754,527,878 789,747,095 765,266,320

Interest expenses 7.1 (165,935,810) (192,769,317) (135,437,159) (156,251,316)

Income tax 32 (180,812,542) (217,792,379) (135,632,286) (176,286,013)

Earnings before minority interests 536,725,959 343,966,182 518,677,650 432,728,991

Loss in respect of minority shareholders of subsidiaries 34,765,211 96,714,961 - -

Net income 571,491,170 440,681,143 518,677,650 432,728,991

Earnings per share 33

Basic earnings per share

Net income 0.35 0.33 0.32 0.33

Diluted earnings per share

Net income 0.35 0.31 0.32 0.31

The accompanying notes are an integral part of the financial statements.

Page 46: EASTW : Annual Report 2008 EN (oct2007-sep2008)

46 Annual Report 2008

(Unit: Baht)

Consolidated financial statements

Minority interests-

Share Assets equity attributable

Issued and subscription transferred Retained earnings to minority

fully paid-up received in Share from Appropriated - shareholders

Note share capital advance premium customers statutory reserve Unappropriated of subsidiaries Total

Balance as at 30 September 2006 1,323,503,380 590,780 1,123,429,772 53,043,276 166,500,000 1,694,438,196 24,651,278 4,386,156,682

Amortisation of assets transferred from customers - - - (3,444,675) - - - (3,444,675)

Increase in share capital from exercised warrants 22,890,750 - 63,928,650 - - - - 86,819,400

Share subscription received in advance

as a result of warrant exercise - 112,804,340 - - - - - 112,804,340

Increased share capital in respect of

minority shareholders of a subsidiary - - - - - - 115,000,070 115,000,070

Dividends paid 24 - - - - - (331,300,673) (144,088) (331,444,761)

Net income - - - - - 440,681,143 (96,714,961) 343,966,182

Balance as at 30 September 2007 1,346,394,130 113,395,120 1,187,358,422 49,598,601 166,500,000 1,803,818,666 42,792,299 4,709,857,238

Amortisation of assets transferred from customers - - - (3,397,523) - - - (3,397,523)

Increase in share capital from exercised warrants 317,331,019 - 951,163,857 - - - - 1,268,494,876

Share subscription received in advance

as a result of warrant exercise - (113,395,120) - - - - - (113,395,120)

Dividends paid 24 - - - - - (415,917,537) (140,015) (416,057,552)

Net income - - - - - 571,491,170 (34,765,211) 536,725,959

Decrease in minority interest of a subsidiary - - - - - - (5,756,985) (5,756,985)

Balance as at 30 September 2008 1,663,725,149 - 2,138,522,279 46,201,078 166,500,000 1,959,392,299 2,130,088 5,976,470,893

The accompanying notes are an integral part of the financial statements.

Statements of changes in shareholders’ equityEastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

Page 47: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 47

(Unit: Baht)

Separate financial statements

Issued and Share subscription Assets Retained earnings

fully paid-up received in Share transferred Appropriated -

Note share capital advance premium from customers statutory reserve Unappropriated Total

Balance as at 30 September 2006 1,323,503,380 590,780 1,123,429,772 53,043,276 166,500,000 1,551,096,625 4,218,163,833

Amortisation of assets transferred from customers - - - (3,444,675) - - (3,444,675)

Increase in share capital from exercised warrants 22,890,750 - 63,928,650 - - - 86,819,400

Share subscription received in advance

as a result of warrant exercise - 112,804,340 - - - - 112,804,340

Dividends paid 24 - - - - - (331,300,673) (331,300,673)

Net income - - - - - 432,728,991 432,728,991

Balance as at 30 September 2007 1,346,394,130 113,395,120 1,187,358,422 49,598,601 166,500,000 1,652,524,943 4,515,771,216

Amortisation of assets transferred from customers - - - (3,397,523) - - (3,397,523)

Increase in share capital from exercised warrants 317,331,019 - 951,163,857 - - - 1,268,494,876

Share subscription received in advance

as a result of warrant exercise - (113,395,120) - - - - (113,395,120)

Dividends paid 24 - - - - - (415,917,537) (415,917,537)

Net income - - - - - 518,677,650 518,677,650

Balance as at 30 September 2008 1,663,725,149 - 2,138,522,279 46,201,078 166,500,000 1,755,285,056 5,770,233,562

The accompanying notes are an integral part of the financial statements.

Statements of changes in shareholders’ equity (continued)Eastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

Page 48: EASTW : Annual Report 2008 EN (oct2007-sep2008)

48 Annual Report 2008

(Unit: Baht)

Consolidated financial statements Separate financial statements

2008 2007 2008 2007

Cash flows from operating activities

Net income 571,491,170 440,681,143 518,677,650 432,728,991

Adjustments to reconcile net income to

net cash provided by (paid from) operating activitie:

Loss in respect of minority shareholders of subsidiaries (34,765,211) (96,714,961) - -

Loss on impairment of investment in a subsidiary - - 18,000,000 91,000,000

(Gain) loss on disposal of investment in a subsidiary (3,478,650) - 16,707,231 -

Losses on impairment of fixed assets 236,021 26,000,000 - -

Losses on impairment of other assets 1,592,215 - 1,192,148 -

Losses on diminution in value of inventories 20,980,272 63,573,412 20,190,607 48,130,844

Provision for doubtful accounts 14,277,653 4,845,409 12,962,177 -

Depreciation 292,951,074 270,338,378 246,770,158 194,495,171

Amortisation of assets under concession contracts 24,574,830 20,306,829 - -

Amortisation of deferred concession rights acquisition costs 14,509,565 9,062,343 - -

Amortisation of deferred debenture underwriting expenses - 4,598,951 - 4,598,951

Amortisation of assets transferred from customers (3,397,523) (3,444,675) (3,397,523) (3,444,675)

(Gains) losses on disposals of fixed assets 1,982,528 2,745,118 - (73,959)

Losses on fixed assets written off 11,488,487 21,427,616 11,077,943 20,928,019

Losses on assets under concession contracts written off - 19,354,178 - -

Losses on liquidation of a subsidiary - - - 8,112,348

Amortisation of goodwill 8,348,738 8,348,776 - -

Dividend income (40,171,592) - (68,221,592) -

Income from operating activities before changes in

operating assets and liabilities 880,619,577 791,122,517 773,958,799 796,475,690

(Increase) decrease in operating assets

Trade accounts receivable 4,194,204 129,384,429 (17,643,746) (14,716,645)

Service income receivable - related party (426,883) 1,123,648 - -

Short-term loans to related parties - - - 35,219,159

Inventories 602,744 5,877,740 2,321,827 (119,583)

Input taxes awaiting refund 1,737,043 17,597,663 - 9,295,614

Other current assets 5,198,669 (16,670,357) (9,109,798) (64,261,169)

Other receivables - related parties (14,241,010) (57,340,800) 8,545,369 (57,340,800)

Other non-current assets 762,187 18,982,714 641,590 (1,080,861)

Increase (decrease) in operating liabilities

Trade accounts payable (27,723,905) (102,001,145) 329,882 (3,303,012)

Accrued expenses 43,301,919 13,279,971 35,678,673 28,393,598

Accrued interest expenses (10,734,383) 15,226,878 (33,081,698) (1,469,795)

Corporate income tax payable 22,224,944 (38,256,471) 24,089,575 (42,221,912)

Other current liabilities - related parties 6,107,865 7,538,657 17,592,659 11,560,353

Other non-current liabilities 15,827,506 (2,980,388) 17,057,571 (5,791,579)

Net cash provided by operating activities 927,450,477 782,885,056 820,380,703 690,639,058

The accompanying notes are an integral part of the financial statements.

Statements of cash flowsEastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

Page 49: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 49

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2008 2007 2008 2007

Cash flows from investing activities

Securities purchased under resale agreement (85,000,000) - (85,000,000) -

Increase in current investments (130,271,367) (264,391) (130,271,367) (412,708)

Decrease in restricted bank deposits - 2,533,624 - 80,000

Increase in long-term loan to related parties - - - (55,110,000)

Proceeds from repayment of long-term loans to related parties - - - 100,000,000

Proceeds from repayment of long term loan to an unrelated party 200,000 - 200,000 -

Proceeds from disposal of investment in a subsidiary 12,000,000 - 12,000,000 -

Cash paid for investment in subsidiaries 14.2 - - - (149,999,930)

Dividend received from a subsidiary - - 70,023,000 -

Dividend received from a related party 40,171,592 - 40,171,592 -

Decrease in advance payments for pipeline installation 81,427 45,736,004 81,427 45,736,004

Increase in investment in a joint venture - (490,000) - -

Capital returned form a joint venture 400,000 - - -

Increase in assets under concession contracts (22,477,457) (83,420,625) - -

Increase in deferred concession rights acquisition costs (155,512,898) (88,801,508) - -

Cash received from liquidation of a subsidiary - - - 1,500,000

Proceeds from disposals of fixed assets 12,322,234 4,788,505 - 383,182

Proceeds from disposals of other assets 156,000 - 156,000 -

Purchases of fixed assets (197,446,449) (616,533,506) (172,619,618) (517,319,666)

Net cash used in investing activities (525,376,918) (736,451,897) (265,258,966) (575,143,118)

Cash flows from financing activities

Increase in bank overdrafts 20,009,842 - 20,009,842 -

Repayment of short-term loans from financial institutions (2,600,000,000) (120,000,000) (2,600,000,000) (120,000,000)

Cash receipt from short-term loans from financial institutions 2,552,000,000 220,000,000 2,500,000,000 220,000,000

Repayment made on debentures (2,500,000,000) - (2,500,000,000) -

Cash receipt from long-term loans from financial institutions 1,576,700,000 371,300,000 1,500,000,000 250,000,000

Repayment of long-term loans from financial institutions (344,287,000) (332,000,000) (310,000,000) (315,000,000)

Cash receipt from long-term loan from a related party - 12,000,000 - -

Cash receipt for increased capital in respect of

minority shareholders of a subsidiary - 70 - -

Share subscription received in advance - 113,395,120 - 113,395,120

Increase in share capital from excercised warrants 23 1,155,099,756 86,228,620 1,155,099,756 86,228,620

Dividends paid 27 (416,057,551) (331,444,761) (415,917,537) (331,300,673)

Net cash provided by (used in) financing activities (556,534,953) 19,479,049 (650,807,939) (96,676,933)

Net increase (decrease) in cash and cash equivalents (154,461,394) 65,912,208 (95,686,202) 18,819,007

Cash and cash equivalents at beginning of the years 337,436,339 271,524,131 224,235,214 205,416,207

Less: Cash and cash equivalents of the disposed subsidiary

on the disposal date (12,781,327) - - -

Cash and cash equivalents at ending of the years 170,193,618 337,436,339 128,549,012 224,235,214

The accompanying notes are an integral part of the financial statements.

Statements of cash flows (continued)Eastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

Page 50: EASTW : Annual Report 2008 EN (oct2007-sep2008)

50 Annual Report 2008

(Unit: Baht)

Consolidated financial statements Separate financial statements

2008 2007 2008 2007

Supplemental cash flow information

Cash paid during the years for:

Interest expenses 190,228,081 248,392,410 175,104,098 217,934,049

Income tax 158,721,094 256,051,868 111,542,710 218,507,926

Non-cash related transactions:

Purchases of fixed assets on credit 16,294,043 107,784,699 10,039,324 85,747,457

Reclassification from long-term investments to

shot-term investments 10,000,000 - 10,000,000 -

Purchases of fixed assets under financial lease agreements 8,243,275 249,129 5,981,880 -

Assets received in settlement of short-term loans to

a related party - - - 78,130,841

Convertion of debt to equity for capital increased in respect of

minoirty shareholders of a subsidiary - 115,000,000 - -

The accompanying notes are an integral part of the financial statements.

Statements of cash flows (continued)Eastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

Page 51: EASTW : Annual Report 2008 EN (oct2007-sep2008)

Annual Report 2008 51

1. General information

Eastern Water Resources Development and Management Public Company Limited (�the Company�) is a public

limited company incorporated and domiciled in Thailand. The major shareholder of the Company is the Provincial

Waterworks Authority. The Company is principally engaged in the businesses of (a) development and

management of the major water distribution pipeline systems in the eastern seaboard areas of Thailand and

(b) procurement of raw water from government agency sources for commercial distribution to end users.

According to the contract dated 26 December 1993 between the Company and the Ministry of Finance, the

Company is privileged to manage the major water distribution pipeline systems in such areas for the period of

30 years. Whereby, the Company, in return, is required to provide the Ministry of Finance with the benefits

specified in the agreement. The registered address of the Company is located at 23rd - 26th Floors, East Water

Building, No. 1 Soi Vipavadeerangsit 5, Vipavadeerangsit Road, Jomphol Sub-district, Chatujak District, Bangkok.

On 6 March 2008, the Company was approved by the Chief Accounts Inspector of Department of Business

Development with respect to the change in its fiscal year end from 30 September to 31 December, and on 9

June 2008 it was also approved by the Revenue Department with the effect from the fiscal period ending 31

December 2008 onwards.

2. Basis for preparation of the financial statements

The financial statements in Thai language have been prepared in accordance with accounting standards

enunciated under the Accounting Profession Act B.E. 2547. The presentation of the financial statements has

been made in compliance with the stipulations of the Notification of the Department of Business Development

dated 14 September 2001, issued under the Accounting Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company. The

financial statements in English language have been translated from the official statutory financial statements.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in

Note 6 to the financial statements regarding significant accounting policies.

3. Basis of consolidation

These consolidated financial statements include the financial statements for the years ended 30 September

2008 and 2007 of Eastern Water Resources Development and Management Public Company Limited and the

following subsidiaries, except for the exclusion of balance sheet as at 30 September 2008 of Eastern Hobas

Pipes Company Limited from the consolidated balance sheet and the inclusion of the statement of income of

such company for the period ended only up to 31 March 2008 in the consolidated statement of income, since

the Company disposed investment in that company on 31 March 2008, as described in Note 15 to the financial

statements.

Notes to financial statementsEastern Water Resources Development and Management Public Company Limited and its subsidiaries

For the years ended 30 September 2008 and 2007

Page 52: EASTW : Annual Report 2008 EN (oct2007-sep2008)

52 Annual Report 2008

Percentage of shares

held by the Company

Country of Paid up share capital or its subsidiary

Subsidiaries incorporation Nature of business 2008 2007 2008 2007

Million Million Percent Percent

Baht Baht

Subsidiaries held directly by the Company

Universal Utilities Thailand Production and supply of tap 510 510 100 100

Company Limited water, waste water treatment

and sale of related tools,

equipment and chemical

products, and investment in

three tap water supply

companies

Eastern Hobas Pipes Thailand Manufacture and sale of water - 480 - 50

Company Limited distribution pipes

Water Trades and Thailand Sale of water vending machines 5 5 100 100

Services Company Limited and chemical for producing tap

water

Subsidiaries held by Universal Utilities Company Limited

Chachoengsao Water Thailand Production and supply of tap water 100 100 99 99

Supply Company Limited

Bangpakong Water Thailand Production and supply of tap water 40 40 99 99

Supply Company Limited

Nakornsawan Water Thailand Production and supply of tap water 40 40 100 100

Supply Company Limited

Material balances and transactions between the Company and its subsidiaries, have been eliminated from the

consolidated financial statements. Investments in the subsidiaries as recorded in the Company�s books of

account are eliminated against the equity of the subsidiaries. The resultant differences are amortised over a

period of 27 years commencing as from the date of acquisition of shares in the subsidiaries.

4. Adoption of new accounting standards

The Federation of Accounting Professions has issued Notifications No. 9/2550, 38/2550 and 62/2550 regarding

Thai Accounting Standards (�TAS�). The Notifications mandate the use of the following new Accounting

standards.

4.1 Thai Accounting Standards which are effective for the current year

TAS 44 (revised 2007) Consolidated Financial Statements and Separate Financial Statements

TAS 45 (revised 2007) Investments in Associates

TAS 46 (revised 2007) Interests in Joint Ventures

These accounting standards become effective for the financial statements for fiscal years beginning on or

after 1 January 2007. However, during the first quarter 2007, the Company changed its accounting policy for

recording investments in subsidiaries in the separate financial statements in order to comply with the revised

Thai Accounting Standards No. 44 as described in Note 5 to the financial statements.

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Annual Report 2008 53

4.2 Thai Accounting Standards which are not effective for the current year

TAS 25 (revised 2007) Cash Flow Statements

TAS 29 (revised 2007) Leases

TAS 31 (revised 2007) Inventories

TAS 33 (revised 2007) Borrowing Costs

TAS 35 (revised 2007) Presentation of Financial Statements

TAS 39 (revised 2007) Accounting Policies, Changes in Accounting Estimates and Errors

TAS 41 (revised 2007) Interim Financial Reporting

TAS 43 (revised 2007) Business Combinations

TAS 49 (revised 2007) Construction Contracts

TAS 51 Intangible Assets

These accounting standards will become effective for the financial statements for fiscal years beginning on or

after 1 January 2008. The Company�s management has assessed the effect of these revised accounting

standards and believes that they will not have any significant impact on the financial statements for the year in

which they are initially applied.

5. Change in accounting policy for recording investments in subsidiaries in the separate financial statements

In 2007, the Company changed its accounting policy for recording investments in subsidiaries in the separate

financial statements from the equity method to the cost method, in compliance with Accounting Standard No.

44 (Revised 2007) regarding �Consolidated Financial Statements and Separate Financial Statements�, under

which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate

financial statements under the cost method. In this regard, the Company has restated the previous period�s

separate financial statements as though the investments in the subsidiaries had originally been recorded

using the cost method. The change had the effect on net income in the separate statement of income for the

year ended 30 September 2007 by a decrease in net income of Baht 8 million or Baht 0.01 per share. The

cumulative effect of the change in accounting policy was presented under the heading of �Cumulative effect of

the change in accounting policy for investments in subsidiaries� in the separate statement of changes in

shareholders� equity. Such change in accounting policy affects only the accounts related to investments in

subsidiaries in the Company�s separate financial statements, with no effect to the consolidated financial

statements.

6. Significant accounting policies

Significant accounting policies adopted by the Company and its subsidiaries are summarised below.

6.1 Revenue recognition

(a) Sales

Sales of goods are recognised as revenue when significant risks and reward of ownership of goods

have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied

after deducting goods returns and discounts.

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54 Annual Report 2008

(b) Service income

Service income is recognised by the amount excluding value added tax when service has been rendered

with reference to the stage of completion.

(c) Income from pipeline installation project and water loss reduction project

Income from water pipeline installation project and water loss reduction project are recognised as

revenue under the percentage of completion method. The expected loss on unprofitable contracts is

recognised as soon as such loss can be foreseen.

(d) Interest and dividend income

Interest income is recognised on an accrual basis. Dividend income is recognised when rights to receive

dividends are established.

6.2 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, cash at banks, and all highly liquid investments with an

original maturity of three months or less and not subject to withdrawal restrictions.

6.3 Securities purchased under resale agreement

The Company enters into agreements to purchase securities under condition to resell at certain dates in the

future at fixed prices. Amounts paid for securities purchased subject to a resale commitment are presented as

assets under the caption of �Securities purchased under resale agreements� in the balance sheet. The

differences between the purchase and sale considerations is recognised as interest income on an accrual

basis over the agreement periods.

6.4 Trade accounts receivable and allowance for doubtful accounts

Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided

for the estimated losses that may be incurred in collection of receivables, which is generally based on collection

experience and analysis of debtor aging.

6.5 Service income receivable - unbilled

The Company and its subsidiaries record revenue from pipeline installation project and water loss reduction

project that has been recognised but not yet billed to the customers, being the difference between the amount

of service income recognised under a percentage of completion method and the amount of service income for

which customers have already been invoiced, under the caption of �Service income receivable � unbilled�,

which has been shown as current assets in the balance sheets

6.6 Inventories

Inventories are valued at the lower of cost and net realisable value. Inventory costs for each category and

product type are determined as follows:

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Annual Report 2008 55

Product types

Inventory categories Water vending machines Water distribution pipelines

Finished goods Specific identification method Weighted average method

Raw material and supplies First-in, first-out method Weighted average method

Provision for diminution in value of inventories is set up for obsolete, slow-moving or deteriorated inventories.

6.7 Investments

Investments in subsidiaries in the separate financial statements are accounted for under the cost method and

less allowance for impairment (if any).

Investments in held-to-maturity debt securities, classified as current investments or long-term investment in

accordance with their remaining periods to maturity, are determined at amortised cost less allowance for

impairment (if any). The premium/discount on debt securities is amortised using the straight-line method with

the amortised amount included in statements of income.

Investments in non-marketable equity securities held as general investments are determined at costs less

allowance for impairment (if any).

Loss on impairment (if any) of investments is included in the statements of income.

6.8 Property, plant and equipment and depreciation

Land is stated at cost less allowance for impairment (if any). Plant and equipment are stated at cost less

accumulated depreciation and allowance for impairment (if any).

Depreciation of plant and equipment are computed using the straight-line method over their estimated useful

lives (except for water distribution pipelines in Chachoengsao, Bangpakong-Chonburi, Sriracha, Bangpra,

Rayong-Mabkha and Nakhornnuengkhet which are depreciated by the units of production method). Estimated

useful lives are as follows:

Pumping plant 33 years

Other buildings 15, 20, 25 years

Land, building and leasehold improvements 5, 10, 15, 20 years

Machinery and equipment (Except for pipelines in Chachoengsao,

Bangpakong-Chonburi, Sriracha, Bangpra, Rayong-Mabkha

and Nakhornnuengkhet, which are depreciated by the units of

production method based on the capacity of assets

over a 30-year period) 5, 10, 20, 25 years

Office equipment 3, 5, 10 years

Vehicles 5 years

No depreciation is provided for land and construction in progress.

Depreciation is included in statements of income.

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56 Annual Report 2008

6.9 Assets under concession contracts and amortisation

Assets under concession contracts are stated at cost less accumulated amortisation and allowance for

impairment (if any). Amortisation of assets under concession contracts, which has been computed using the

straight-line method over the concession period of 15, 20 and 25 years, has been included in statements of

income.

6.10 Deferred concession rights acquisition costs and amortisation

Concession rights acquisition costs consist of expenses incurred directly in relation to obtaining the concession

contracts from the Provincial Waterworks Authority. Deferred concession rights acquisition costs are stated at

cost less accumulated amortization and allowance for impairment (if any). Amortisation of deferred concession

rights acquisition costs, which has been computed using the straight-line method over the concession periods

of 27 and 30 years as the case may be, has been included in statements of income.

6.11 Capitalisation of borrowing as cost of assets

Borrowing costs directly related to the acquisition of fixed assets are capitalised as part of the cost of the fixed

assets, until the assets are ready for use.

6.12 Goodwill and amortisation

Goodwill presented as an asset in the consolidated balance sheets is the excess of the acquisition cost over

the fair value of the attributable portion of the net asset value of the acquired subsidiary as at the acquisition

date. Goodwill is stated at cost less accumulated amortisation and allowance for impairment (if any) and is

amortised using the straight-line method over a period of 27 years, being the concession period awarded to

the subsidiaries to carry out their business operation. The carrying amount of goodwill is reviewed annually

and written down when there is an impairment.

6.13 Impairment of assets

The Company and its subsidiaries assess at each reporting date whether there is an indication that an asset

may be impaired. If any such indication exists, the Company and its subsidiaries makes an estimate of the

asset�s recoverable amount. Where the carrying amount of the asset exceeds its recoverable amount, the

asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised

in the statements of income. An asset�s recoverable amount is the higher of its fair value less costs to sell and

value in use.

6.14 Provisions

Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a

part event, it is probable that an outflow of resources embodying economic benefits will be required to settle

the obligation, and a reliable estimate of such obligation can be made.

6.15 Long-term leases

Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership to

the leasee are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the

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Annual Report 2008 57

leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of

finance charges, are recorded as long-term liabilities while the interest element is charged to the statements of

income over the lease periods. The assets acquired under finance lease is depreciated over the shorter of the

useful life of the asset or the lease period.

6.16 Employee benefits

The Company, its subsidiaries and their employees have jointly established a provident fund. The fund is

monthly contributed to by employees and by the Company and its subsidiaries. The contributions made by the

Company and its subsidiaries are recognised as expenses when incurred.

The Company issued to its directors and employees the warrants to purchase the Company�s ordinary shares.

Such transactions are recorded in the financial statements when the warrants are exercised.

6.17 Foreign currencies

Foreign currency transactions occurring during the years are translated into Baht at the exchange rates ruling

on the transaction dates. Assets and liabilities denominated in foreign currencies outstanding on the balance

sheet dates are translated into Baht at the exchange rates ruling on the balance sheet dates.

Gains and losses on exchange are included in the statements of income.

6.18 Income tax

Income tax is provided for in the accounts based on the taxable profits determined in accordance with tax

legislation.

6.19 Related party transactions

Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its

subsidiaries, whether directly or indirectly, or which are under common control with the Company and its

subsidiaries.

They also include associated companies and individuals which directly or indirectly own a voting interest in the

Company and its subsidiaries that gives them significant influence over them, key management personnel,

directors and officers with authority in the planning and direction of the Company�s and its subsidiaries�

operations, together with close family members of such persons and companies which are controlled or

influenced by them, whether directly or indirectly.

6.20 Use of accounting estimates

Preparation of financial statements in conformity with generally accepted accounting principles requires the

Company�s and its subsidiaries� management to make estimates and assumptions in certain circumstances,

affecting amounts reported in the financial statements and related notes. Actual results could differ from these

estimates.

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58 Annual Report 2008

7. Related party transactions

7.1 Transactions incurred during the years

During the years, the Company and its subsidiaries had significant business transactions with their related

parties. These transactions, which have been concluded on commercial terms and bases agreed upon in the

ordinary course of businesses between the Company, its subsidiaries and those related parties. Below is a

summary of those transactions.

(Unit: Thousand Baht)

Consolidated Separate

financial statements financial statements

For the years ended For the years ended

Type of 30 September 30 September Transfer Pricing Policy

relationship 2008 2007 2008 2007 2008 2007

Sales - raw water

Industrial Estate Authority Major shareholder 611,659 607,648 611,659 607,648 Similar to market Similar to market

of Thailand prices and adjusted prices

for rate reduced in

accordance with

a resolution of

the Extraordinary

General Meeting

No. 2

Provincial Waterworks Major shareholder 463,452 383,488 463,452 383,488 Similar to market Similar to market

Authority prices and adjusted prices

for rate reduced

in accordance

with a resolution

of the Extraordinary

General Meeting

No. 2

Universal Utilities Subsidiary - - 80,120 65,349 Similar to market Similar to market

Company Limited prices prices

1,075,111 991,136 1,155,231 1,056,485

Sales - others

Water Trades and Services Subsidiary - - 1,293 - Similar to market -

Company Limited prices

Universal Utilities Subsidiary - - 75 152 Similar to market Similar to market

Company Limited prices prices

- - 1,368 152

Service income

Provincial Waterworks Major shareholder 74,501 72,249 - - Mutually agreed price Mutually agreed

Authority as stipulated in price as

the contracts stipulated in

the contracts

Egcom Tara Having a common 31,442 29,753 - - Mutually agreed price Mutually agreed

Company Limited shareholder as stipulated in the price as

contracts stipulated in

the contracts

105,943 102,002 - -

Rental income (included in service income)

Universal Utilities Subsidiary - - 2,434 - Mutually agreed price -

Company Limited as stipulated in the

contracts

Water Trades and Subsidiary - - 362 - Mutually agreed price -

Services Company as stipulated in the

Limited contracts

- - 2,796 -

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Annual Report 2008 59

(Unit: Thousand Baht)

Consolidated Separate

financial statements financial statements

For the years ended For the years ended

Type of 30 September 30 September Transfer Pricing Policy

relationship 2008 2007 2008 2007 2008 2007

Interest and dividend income

Universal Utilities Subsidiary - - 43,843 86,126 5.25% per annum on 5.25% per annum

Company Limited loans to subsidiary on loans to

and dividend of subsidiary and

Baht 0.55 per share dividend of

as declared by the Baht 1.373 per

subsidiary share as

declared by

the subsidiary

Eastern Hobas Pipes Subsidiary - - 587 3,081 6.50% per annum 6.50% per annum

Company Limited

Global Water Systems Subsidiary - - - 1,930 - 3.50% per annum

Corporation Limited

Egcom Tara Having a common 40,172 - 40,172 5,175 As declared by such As declared by

Company Limited shareholder company such company

40,172 - 84,602 96,312

Other income

Universal Utilities Subsidiary - - 1,086 1,635 Mutually agreed price Mutually agreed price

Company Limited as stipulated in the as stipulated in

contracts the contracts

Eastern Hobas Pipes Subsidiary - - 221 694 Mutually agreed price Mutually agreed price

Company Limited as stipulated in the as stipulated in

contracts the contracts

Global Water Systems Subsidiary - - - 37 - Mutually agreed price

Corporation Limited as stipulated in

the contracts

- - 1,307 2,366

Service expenses

(included in cost of

sales - raw water and

costs of sales - others)

Universal Utilities Subsidiary - - 199,191 170,459 Mutually agreed price Mutually agreed price

Company Limited as stipulated in the as stipulated in

contracts the contracts

Water Trades and Services Subsidiary - - 2,992 - Mutually agreed price -

Company Limited as stipulated in the

contracts

Global Water Systems Subsidiary - - - 5,501 - Mutually agreed price

Corporation Limited as stipulated in

the contracts

- - 202,183 175,960

Interest expense

Hobas Engineering Shareholder of 391 29,753 - - 6.50% per annum 6.50% per annum

GmbH a subsidiary

Assets received in

settlement of

short-term loans

Global Water Systems Subsidiary - - - 78,131 - Appraisal value by

Corporation Limited independent

appraiser

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60 Annual Report 2008

7.2 Outstanding balances at end of the years

The outstanding balances the Company and its subsidiaries have with their related parties and/or persons as

at 30 September 2008 and 2007 are detailed as follow:

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Trade accounts receivable - related parties

Major shareholders

Provincial Waterworks Authority 113,128,532 101,527,957 52,973,439 36,495,553

Industrial Estate Authority of Thailand 52,739,145 53,097,022 52,739,145 53,097,021

Subsidiaries

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 9,043,300 5,563,297

Related companies

Egcom Tara Company Limited 3,043,054 2,905,176 - -

Hobas Pipe Systems SRL - 5,715,441 - -

Total trade accounts receivable - related parties 168,910,731 163,245,596 114,755,884 95,155,871

Service income receivables - related party

Major shareholder

Provincial Waterworks Authority 27,224,272 26,797,389 - -

Dividend receivable from a related party

Subsidiary

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 28,050,000 70,023,000

Total dividend receivable from a related party - - 28,050,000 70,023,000

Other receivable - related parties

Major shareholders

Provincial Waterworks Authority 10,919 - - -

Subsidiaries

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 2,363,115 2,904,862

Water Trades and Services Company Limited - - 4,503,741 7,050,627

Eastern Hobas Pipes Company Limited - - -(1)

5,456,736

Related companies

Hobas Engineering GmbH - 1,491,114 - -

Hobas Pipe Systems SRL - 2,491,516 - -

Total other receivable - related parties 10,919 3,982,630 6,866,856 15,412,225

(1)As at 30 September 2008, the Company had outstanding balances due from Eastern Hobas Pipes Company Limited totaling

Baht 4.0 million and already made provision for doubtful account in full.

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Annual Report 2008 61

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Long-term loans to related parties

Subsidiaries

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 300,000,000 300,000,000

Eastern Hobas Pipes Company Limited - - -(1)

18,000,000

Total long-term loans to related parties - - 300,000,000 318,000,000

(1) As at 30 September 2008, the Company had outstanding balances due from Eastern Hobas Pipes Company Limited totaling

Baht 17.8 million and already made provision of Baht 9 million. The Company presented net balance of Baht 8.8 million

under the caption of �Short-term loan to an unrelated party - net� in the balance sheet because the Company sold the

investment in such company to an unrelated company on 31 March 2008.

Trade accounts payable - related parties

Major shareholder

Provincial Waterworks Authority 3,059,501 5,242,467 - -

Subsidiary

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 6,083,125 5,742,808

Related company

Egcom Tara Company Limited 1,054,913 1,058,307 - -

Total trade accounts payable - related parties 4,114,414 6,300,774 6,083,125 5,742,808

Other current liabilities - related parties

Major shareholder

Industrial Estate Authority of Thailand 5,114,994 - 5,114,994 -

Subsidiaries

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 39,426,033 25,971,244

Water Trades and Services Corporation Limited - - 30,495 1,007,619

Related companies

Hobas Engineering GmbH - 12,600,140 - -

Hobas Pipe Systems SRL - 7,436,846 - -

Hobas Rohre GmbH - 98,626 - -

Total other current liabilities - related parties 5,114,994 20,135,612 44,571,522 26,978,863

Long-term loan from a related party

Related company

Hobas Engineering GmbH - 12,000,000 - -

Total long-term loan from a related party - 12,000,000 - -

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62 Annual Report 2008

(Unit: Baht)

Consolidatedfinancial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Rental guarantees received from related parties

Subsidiary

(Eliminated from the consolidated financial statements)

Universal Utilities Company Limited - - 662,485 -

Water Trades and Services Corporation Limited - - 98,753 -

Total rental guarantees received from related parties - - 761,238 -

7.3 Movements of inter-company loans

(Unit: Baht)

Consolidated financial statements

Balance as at Balance as at

30 September During the year 30 September

2007 Increase Decrease 2008

Long-term loans from a related company

Hobas Engineering GmbH 12,000,000 (1)

- (12,000,000) (1)

-

(1)Such loan belongs to Eastern Hobas Pipes Company Limited, which was sold by the Company to an unrelated party on 31 March

2008.

(Unit: Baht)

Separate financial statements

During the year

Decrease due

Balance as at to transfer to Balance as at

30 September present in 30 September

2007 Increase Repayments other account 2008

Long-term loans to subsidiaries

Universal Utilities Company Limited 300,000,000 - - - 300,000,000

Eastern Hobas Pipes Company Limited 18,000,000 - (200,000) (17,800,000)(1)

-

318,000,000 - (200,000) (17,800,000) 300,000,000

(1)As at 30 September 2008, the Company has outstanding balances due from Eastern Hobas Pipes Company Limited totaling Baht

17.8 million, which was presented under the caption of �Short-term loan to an unrelated party - net� in the balance sheet since the

Company sold the investment in such company to an unrelated company on 31 March 2008.

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Annual Report 2008 63

7.4 Details of related party loan agreements

7.4.1 Loan to Universal Utilities Company Limited

On 3 October 2002, the Company entered into a loan agreement with Universal Utilities Company

Limited, a subsidiary, whereby the Company agreed to provide to the subsidiary a loan facility of Baht

300 million, of which the subsidiary is to make full or partial repayment at any time, but within ten years

as from the agreement date. The loan bears interest at a fixed rate of 5.5 percent per annum for the first

five years from the agreement date and at the minimum lending rate per annum thereafter, with such

interest payable on a quarterly basis. In order to secure payments under this loan agreement, the

Company arranged to have all of three subsidiaries of the subsidiary (i.e. Chachoengsao Water Supply

Company Limited, Bangpakong Water Supply Company Limited and Nakornsawan Water Supply

Company Limited) allowed the transfer to the Company of all collection rights under the concessions to

produce water.

On 19 June 2007, the Company amended the loan agreement to change the interest rate to be fixed

rate of 5.25 percent per annum throughout the term of the loan agreement. The effective date was 1 July

2007.

As at 30 September 2008, the Company had an outstanding balance of long-term loan to this subsidiary

amounting to approximately Baht 300 million (30 September 2007: Baht 300 million).

7.4.2 Loan to Eastern Hobas Pipes Company Limited

On 13 March 2007, the Company entered into a loan agreement, to provide a credit line of Baht 18

million to Eastern Hobas Pipes Company Limited for use as working capital. The Company charges

interest to the subsidiary at the fixed rate of 6.5 percent per annum, payable on a monthly basis. The

loan is repayable within 24 months commencing from the drawn-down date but such company defaulted

payments and in the fourth quarter of 2008, the Company sent letter to such company informing it to pay

a monthly installment of Baht 100,000 each over the first 6 months and will then restructure such debt.

Up to the balance sheet date the borrower had paid the Company a total of Baht 0.2 million. However,

the Company estimates for loss that might be incurred as a result of not being able to collect them in full

and already set up allowance for doubtful account of Baht 9 million.

As at 30 September 2008, the Company had an outstanding balance of loan to this subsidiary amounting

to approximately Baht 8.8 million, net of allowance for doubtful account of Baht 9 million (30 September

2007: Baht 18 million), which was presented under the caption of �Short-term loan to unrelated party -

net� in the balance sheets because the Company sold the investment in such company to an unrelated

company on 31 March 2008 as described in Note 15 to the financial statements.

7.4.3 Loan from Hobas Engineering GmbH

On 13 March 2007, Eastern Hobas Pipes Company Limited, a used-to-be subsidiary of the Company

until 31 March 2008, entered into a loan agreement to borrow Baht 12 million from Hobas Engineering

GmbH for its working capital. The loan is repayable within 24 months commencing from the first drawn-

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64 Annual Report 2008

down date and carries interest at the fixed rate of 6.5 percent per annum. Interest is payable on a

monthly basis.

As at 30 September 2008, there is no outstanding balance of long-term loan from such related party in

the consolidated financial statements since the Company disposed investment in such subsidiary to an

unrelated company on 31 March 2008 (30 September 2007: Baht 12 million).

7.5 Directors and management�s remuneration

For the years ended 30 September 2008 and 2007, the Company and its subsidiaries paid salaries, meeting

allowances and gratuities to their directors and management totaling Baht 65.3 million and Baht 63.5 million,

respectively (The Company only: Baht 43.3 million and Baht 42.5 million, respectively).

7.6 Guarantee obligations with related parties

A subsidiary has obligations as a result of guarantees provided for its related parties, as described in Note

34.5 to the financial statement.

8. Cash and cash equivalents

Cash and cash equivalents in the statements of cash flows consisted of cash, cash at banks and all highly

liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Cash 763,225 617,835 328,195 167,203

Cash at banks - demand deposits 79,430,393 336,818,504 38,220,817 224,068,011

Current investment with an original

maturity of 3 months or less 90,000,000 - 90,000,000 -

Cash and cash equivalents 170,193,618 337,436,339 128,549,012 224,235,214

9. Securities purchased under resale agreement

As at 30 September 2008, the Company has Bank of Thailand bond of Baht 85 million purchased under resale

agreement made with a securities company. The resell date is on 22 October 2008 and interest rate is 3.7

percent per annum.

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Annual Report 2008 65

10. Investments

As at 30 September 2008 and 2007, the investments consisted of the following:

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Current investments

Held-to-maturity debt securities

Fixed deposits with banks 3,521,703 3,250,336 3,521,703 3,250,336

Promissory notes 140,000,000 - 140,000,000 -

Total held-to-maturity debt securities 143,521,703 3,250,336 143,521,703 3,250,336

Total current investments 143,521,703 3,250,336 143,521,703 3,250,336

Long-term investments

Held-to-maturity debt securities

Promissory notes - 10,000,000 - 10,000,000

Total held-to-maturity debt securities - 10,000,000 - 10,000,000

General investments

Non-marketable equity securities 85,477,500 85,387,500 85,387,500 85,387,500

Total general investments 85,477,500 85,387,500 85,387,500 85,387,500

Total long-term investments 85,477,500 95,387,500 85,387,500 95,387,500

Total investments 228,999,203 98,637,836 228,909,203 98,637,836

10.1 As at 30 September 2008 and 2007, the Company has a long-term investment in equity securities of Egcom

Tara Company Limited, a related company. The investment is stated at cost of Baht 85.4 million and represents

15 percent of the paid-up share capital of that company.

Egcom Tara Company Limited has been incorporated as a limited company in Thailand to engage in the

business of supplying water produced in accordance with the Thai Industrial Standard to the Provincial

Waterworks Authority of Thailand for distribution at Lak Muang Water Station in Ratchaburi Province, Damnoen

Saduak Water Station in Ratchaburi Province and Samut Songkhram Water Station in Samut Songkhram Province.

On 30 April 2008, the Annual General Meeting of the Shareholders of Egcom Tara Company Limited passed a

resolution approving the payment of dividends to its shareholders, approximately Baht 40.2 million of which

was for the Company. The Company already received dividends in May and July 2008.

10.2 As at 30 September 2008, the Company had an investment in Joint Venture UUEEI, which is engaged in the

maintenance and management of waste water treatment systems. Such investment is stated at cost of Baht

90,000, which represents 15 percent of paid-up capital of that joint venture (30 September 2007: It was an

investment of 49 percent of paid-up capital and thus presented as a part of �investment in subsidiaries and a

joint venture� in the balance sheet as at 30 September 2007.).

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66 Annual Report 2008

11. Trade Accounts Receivable

The outstanding balances of trade accounts receivable as at 30 September 2008 and 2007 categorised by

their overdue aging, counting from due dates, are as follows:

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Trade accounts receivable - related parties

Not yet due 168,830,481 157,530,155 114,675,634 95,155,871

Past due

Up to 3 months 80,250 5,715,441 80,250 -

Total trade accounts receivable � related parties 168,910,731 163,245,596 114,755,884 95,155,871

Trade accounts receivable - unrelated parties

Not yet due 83,935,545 99,418,680 59,441,040 59,577,762

Past due

Up to 3 months 2,618,260 8,992,767 2,545,818 3,055,359

3 - 6 months 359,357 22,603,868 266,457 583,739

6 - 12 months 415,182 11,201,166 358,982 507,708

Over 12 months 7,825,072 18,242,892 243,256 1,087,252

Total trade accounts receivable - unrelated parties 95,153,416 160,459,373 62,855,553 64,811,820

Less: Allowance for doubtful accounts (7,714,019) (8,659,697) - -

Trade accounts receivable - unrelated parties, net 87,439,397 151,799,676 62,855,553 64,811,820

Trade accounts receivable - net 256,350,128 315,045,272 177,611,437 159,967,691

12. Inventories

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Finished goods 53,457,755 106,730,730 52,329,251 78,871,639

Raw materials and supplies 9,632,835 20,144,680 - -

Goods in transit - 774,001 - -

Total 63,090,590 127,649,411 52,329,251 78,871,639

Less: Allowance for diminution in value

of inventories (44,890,555) (72,452,809) (44,100,890) (48,130,844)

Inventories - net 18,200,035 55,196,602 8,228,361 30,740,795

13. Restricted bank deposits

As at 30 September 2008 and 2007, the Company and its subsidiaries have pledged fixed deposit accounts

with banks amounting to Baht 9.1 million and Baht 9.1 million, respectively (The Company only: Baht 9.1 million

and Baht 9.1 million, respectively) to secure bank guarantees obtained from local commercial banks on behalf

of the Company and its subsidiaries as described in Note 34.1 to the financial statements.

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Annual Report 2008 67

14. Investments in subsidiaries and a joint venture

14.1 As at 30 September 2008 and 2007, a subsidiary has the following investment in a joint venture:

Consolidated financial statements

Paid-up Dividends

share capital Equity interest Investments value For the years

30 September 30 September 30 September ended 30 September

Name of Joint Venture 2008 2007 2008 2007 2008 2007 2008 2007

Million Million % % Thousand Thousand Thousand Thousand

Baht Baht Baht Baht Baht Baht

Joint Venture held by subsidiary

Joint Venture UUEEI 1 1 15 49 - (1)

490 - -

Total investment in Joint Venture - 490

(1) The balance was presented as �General investments� in Note 10 to the financial statements.

On 22 December 2006, a subsidiary invested Baht 0.5 million in Joint Venture UUEEI, which is engaged in the

maintenance and management of waste water treatment systems. During the year ended 30 September 2008,

such subsidiary entered in to an amendment of the joint venture agreement to reduce its shareholding portion

from 49 percent to 15 percent of the paid-up share capital of that joint venture. As at 30 September 2008, the

subsidiary had the investment in that Joint Venture at cost of Baht 90,000 and was included a part of �General

investments� in Note 10 to the financial statements.

14.2 As at 30 September 2008 and 2007, the Company recorded its investments in subsidiaries under the cost

method, which consisted of investments in ordinary shares in the following subsidiaries:

Separate financial statements

Paid-up Dividends

share capital Equity interest Investments value For the years

30 September 30 September 30 September ended 30 September

Name of Joint Venture 2008 2007 2008 2007 2008 2007 2008 2007

Million Million % % Thousand Thousand Thousand Thousand

Baht Baht Baht Baht Baht Baht

Water Trades and Services 5 5 100 100 5,000 5,000 - -

Company Limited

Universal Utilities 510 510 100 100 510,000 510,000 28,050 70,023

Company Limited

Eastern Hobas Pipes 480 480 - 50 - 240,000 - -

Company Limited(1)

Total investment in subsidiaries 515,000 755,000 28,050 70,023

Less: Allowance for impairment of investments

in subsidiaries - (193,293)

Investment in subsidiaries - net 515,000 561,707

(1)The Company sold investment in Eastern Hobas Pipes Company Limited on 31 March 2008 as described in Note 15 to the financial

statements.

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68 Annual Report 2008

15. Disposal of investment in a subsidiary

On 31 March 2008, the Company entered into a share sale and purchase agreement with a local company

(�the buyer�) to sell ordinary shares in Eastern Hobas Pipes Company Limited, a subsidiary engaging in the

business of manufacture and sale of water distribution pipes whereby the Company agreed to sell 24,000,000

ordinary shares for Baht 0.50 per share, or a total of Baht 12 million (�the selling price�). The buyer paid Baht 2

million on the agreement date and the remainder of Baht 10 million was received on 30 April 2008. In addition,

the agreement stipulates that if the subsidiary is successful in reaching a debt restructuring compromise with

the local financial institution, the Company will receive additional payment of Baht 12 million. The Company

also has an option to buy shares back from the buyer within 18 months from the agreement date, but with the

number of shares to be bought back shall not exceed 24 percent of the total issued and paid-up share capital

of Eastern Hobas Pipes Company Limited, including any additional share capital registered during the

buy-back period. The price at which shares are to be bought back is the selling price or the selling price plus

the amount that the buyer must additionally pay as a result of an increase in share capital, plus interest at the

Minimum Loan Rate (MLR) of Krung Thai Bank applicable on the date the Company applies to buy back the

shares.

The net asset value of Eastern Hobas Pipes Company Limited on the selling date (31 March 2008), was as

follow:

(Unit: Baht)

31 March 2008

Asset

Cash and cash equivalents 12,781,327

Trade accounts receivable - net 53,232,466

Other receivables - related parties 18,212,721

Inventories - net 15,413,548

Property, plant and equipment - net 380,750,112

Other assets 3,310,232

Total assets 483,700,406

Liabilities

Loans from financial institution 297,000,000

Loans from shareholders 30,000,000

Other liabilities 114,349,906

Total liabilities 441,349,906

Net asset value 42,350,500

Add (less): Adjusting transactions of intercompany sales in prior year (30,836,530)

Over-recognition of prior year�s profit sharing 2,764,364

Minority interest - equity attributable to minority shareholders

of subsidiaries (5,756,985)

Equity of the subsidiary attributable to the Company per the consolidated

financial statements 8,521,349

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Annual Report 2008 69

(Unit: Baht)

Selling price 12,000,000

Less: Equity of the subsidiary attributable to the Company per the

consolidated financial statements (8,521,349)

Gain on disposal of investment in a subsidiary recognised in

the consolidated financial statements 3,478,651

Selling price 12,000,000

Less: Investment in a subsidiary under cost method on the selling date (28,707,000)

Loss on disposal of investment in a subsidiary recognised in

the separate financial statements 16,707,000

The Company already received full payment on disposal of such shares on 30 April 2008 and recognised gain

of Baht 3.5 million on disposal of investment in a subsidiary in the consolidated financial statements for the year

ended 30 September 2008 and loss of Baht 16.7 million on disposal of investment in a subsidiary in the

separate financial statements for the year ended 30 September 2008.

The consolidated statements of income and cash flows for the year ended 30 September 2008, categorised by

continuing operations and discontinued operations due to disposal of investment in the subsidiary as mentioned

above, are shown below.

(Unit: Thousand Baht)

Consolidated financial statements

For the year end 30 September 2008

Continuing Discontinued

operations operations (1)

Total

Revenue

Sales 2,216,825 18,886 2,235,711

Service income 143,215 - 143,215

Interest and dividend income 44,694 95 44,789

Gain on disposal of investment in a subsidiary 3,479 - 3,479

Other income 7,619 2,440 10,059

Total revenue 2,415,832 21,421 2,437,253

Expenses

Costs of sales 959,524 16,980 976,504

Costs of services 152,939 - 152,939

Selling, servicing and administrative expenses 373,990 50,346 424,336

Total expenses 1,486,453 67,326 1,553,779

Earning (loss) before interest expense and income tax 929,379 (45,905) 883,474

Interest expense (141,964) (23,972) (165,936)

Income tax (180,812) - (180,812)

Earnings (loss) before minority interests 606,603 (69,877) 536,726

(Earnings) loss in respect of minority shareholders of subsidiaries (173) 34,938 34,765

Net income (loss) 606,430 (34,939) 571,491

(1)The amounts shown in the �Discontinued operations� were presented by the amounts recognised until the date the Company

sold its subsidiary (31 March 2008).

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70 Annual Report 2008

(Unit: Thousand Baht)

Consolidated financial statements

For the year end 30 September 2008

Continuing Discontinued

operations operations (1)

Total

Cash flows from operating activities

Net income (loss) 606,430 (34,939) 571,491

Adjustments to reconcile net income (loss) to net cash

provided by (paid from) operating activities:

Earnings (loss) in respect of minority shareholders of

subsidiaries 173 (34,938) (34,765)

Gain on disposal of investment in a subsidiary (3,479) - (3,479)

Losses on impairment of fixed assets - 236 236

Losses on impairment of other assets 1,592 - 1,592

Losses on diminution in value of inventories 20,980 - 20,980

Provision for doubtful accounts 14,277 - 14,277

Depreciation 265,505 27,446 292,951

Amortisation of assets under concession contracts 24,575 - 24,575

Amortisation of deferred concession rights acquisition costs 14,510 - 14,510

Amortisation of assets transferred from customers (3,397) - (3,397)

Losses on disposal of fixed assets 307 1,675 1,982

Losses on fixed assets written off 11,489 - 11,489

Amortisation of goodwill 8,349 - 8,349

Dividend income (40,172) - (40,172)

Income (loss) from operating activities before

changes in operating assets and liabilities 921,139 (40,520) 880,619

(Increase) decrease in operating assets

Trade accounts receivable (1,190) 5,384 4,194

Service income receivable - related party (427) - (427)

Inventories 3,603 (3,000) 603

Input taxes awaiting refund 1,737 - 1,737

Other current assets 4,103 1,096 5,199

Other receivables - related parties (11) (14,230) (14,241)

Other non-current assets 732 30 762

Increase (decrease) in operating liabilities

Trade accounts payable (24,880) (2,844) (27,724)

Accrued expenses 48,405 (5,103) 43,302

Accrued interest expenses (32,969) 22,234 (10,735)

Corporate income tax payable 22,225 - 22,225

Other current liabilities - related parties 5,115 993 6,108

Other non-current liabilities 15,828 - 15,828

Net cash provided by (used in) operating activities 963,410 (35,960) 927,450

(1)The amounts shown in the �Discontinued operations� were presented by the amounts recognised until the date the Company

sold its subsidiary (31 March 2008).

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Annual Report 2008 71

(Unit: Thousand Baht)

Consolidated financial statements

For the year end 30 September 2008

Continuing Discontinued

operations operations (1)

Total

Cash flows from investing activities

Securities purchased under resale agreement (85,000) - (85,000)

Increase in current investments (130,271) - (130,271)

Proceeds from long-term loan to an unrelated party 200 - 200

Proceeds from disposal of investment in a subsidiary 12,000 - 12,000

Dividend received from a related party 40,172 40,172

Decrease in advance payment for pipeline installation 81 - 81

Capital returned from a joint venture 400 - 400

Increase in assets under concession contracts (22,477) - (22,477)

Increase in deferred concession rights acquisition costs (155,513) - (155,513)

Proceeds from disposal of fixed assets 147 12,175 12,322

Proceeds from sales of property foreclose 156 - 156

Acquisition of fixed assets (197,090) (356) (197,446)

Net cash provided by (used in) investing activities (537,196) 11,819 (525,377)

Cash flows from financing activities

Increase in bank overdrafts 20,010 - 20,010

Repayments of short-term loans from financial

institutions (2,600,000) - (2,600,000)

Cash receipt from short-term loans from financial

institutions 2,552,000 - 2,552,000

Repayments made on debentures (2,500,000) - (2,500,000)

Cash receipt from long-term loans from financial

institutions 1,576,700 - 1,576,700

Repayments of long-term loans from financial

institutions (344,287) - (344,287)

Increase in share capital from exercised warrants 1,155,100 - 1,155,100

Dividends paid (416,058) - (416,058)

Net cash used in financing activities (556,535) - (556,535)

Net increase (decrease) in cash and cash

equivalents 130,320 (24,141) (154,461)

Cash and cash equivalents at beginning of the year 300,514 36,922 337,436

Less: cash and cash equivalents of the disposed

subsidiary on the disposal date (12,781) - (12,781)

Cash and cash equivalents at end of the year 157,413 12,781 170,194

(1)The amounts shown in the �Discontinued operations� were presented by the amounts recognised until the date the Company

sold its subsidiary (31 March 2008).

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72 Annual Report 2008

16. Other receivable

By resolution of the Cabinet-Council on 2 August 2005, it is resolved to approve projects to solve urgently a

drought crisis in the eastern area, which include a project to install water distribution pipeline connecting the

Pra-Sae reservoir to the Klong Yai reservoir in the Rayong Province (�the pipeline connecting project�), the

Company is then assigned to operate for construction of such project in the limit of Baht 1,680 million, separated

as below:

(a) A limit of Baht 1,008 million is to be supported by the government and under which the Company is

assigned to enter into contracts for pipeline connecting and annexed building construction and contracts

to procure and install water pumping machines and electricity system with total contract value of baht

919 million. The Company has entered into such contracts on behalf the government under the resolution

as mentioned above.

(b) For the remaining limit of Baht 672 million, the Company is assigned to make advance payments and

the Royal Irrigation Department (�the RID�) will repay to the Company by gradually offsetting the charges

on raw water to be purchased by the Company every year from the RID. Up to 30 September 2008 and

2007, the Company already made advance payments for a total of approximately Baht 642 million,

which is presented in the line item of �Other receivable� in the non-current assets in the balance sheets.

Presently, the relevant government unit is requesting for the budget but this has yet been allotted from the

government for re-imbursement to the Company with respect to the above part (a). Furthermore, it has not yet

determined the amount to be withheld from the volumes of raw water purchased every year with respect to the

above part (b). However, the Company�s management believes that there will be no loss to the Company by

entering into such contracts and making such advance payments. In addition, the Company�s management

also believes that such project is beneficial and should the government units have no intention to operate the

project by themselves, the Company is able to invest in this project by itself as its other projects in order to

make it beneficial. The Company is in the process of negotiating with the relevant government units and the

outcome of such negotiation and other related matters have yet been finalised on the authorisation date of

these financial statements.

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Annual Report 2008 73

17. Property, plants and equipment

(Unit: Baht)

Consolidated financial statements

Land,

leasehold and

Pumping building Machinery and Office Construction

Land plants Buildings improvements equipment equipment Vehicles in progress Total

Cost:

30 September 2007 405,033,914 519,601,338 232,364,856 69,468,692 6,501,673,577 312,370,652 6,096,970 586,538,708 8,633,148,707

Acquisitions - - 7,078,252 19,352,493 24,884,559 27,785,854 3,586,216 63,450,495 146,137,869

Transfer in/(transfer out) - - 573,457,152 24,047,944 6,307,752 16,824,649 - (620,637,497) -

Disposal/write off - - - (921,774) (17,996,309) (1,376,561) - (11,140,084) (31,434,728)

Decrease from transferring

to �unused assets�

accounts - - - - (436,297) (10,761,133) (239,390) - (11,436,820)

Decrease due to disposal

of investment in a

subsidiary (45,467,007) - (92,212,218) (3,985,557) (469,988,616) (7,801,206) (1,109,976) (69,900) (620,634,480)

30 September 2008 359,566,907 519,601,338 720,688,042 107,961,798 6,046,742,832 334,744,089 8,333,820 18,141,722 8,115,780,548

Accumulated depreciation:

30 September 2007 - 79,889,993 57,009,816 28,555,736 974,612,468 151,119,586 2,235,370 - 1,293,422,969

Decrease from transferring

to �unused assets�

accounts - - - - (3,342) (9,980,234) (83,919) - (10,067,495)

Depreciation for the year - 16,367,899 22,724,940 9,290,896 195,834,956 47,048,191 1,684,182 - 292,951,074

Accumulated depreciation

on disposed/written-off

assets - - - (594,709) (4,317,314) (918,759) - - (5,830,782)

Decrease due to disposal

of investment in a

subsidiary - - (17,653,299) (759,212) (187,669,188) (6,521,371) (1,045,277) - (213,648,347)

30 September 2008 - 96,257,892 62,081,457 36,492,711 978,457,590 180,747,413 2,790,356 - 1,356,827,419

Allowance for impairment:

30 September 2007 - - 26,000,000 - - - - - 26,000,000

Increase during the year - - 275,556 - - - - - 275,556

Decrease from transferring

categories - - (39,535) - - - - - (39,535)

Decrease due to disposal

of investment in a

subsidiary - - (26,236,021) - - - - - (26,236,021)

30 September 2008 - - - - - - - - -

Net book value:

30 September 2007 405,033,914 439,711,345 149,355,040 40,912,956 5,527,061,109 161,251,066 3,861,600 586,538,708 7,313,725,738

30 September 2008 359,566,907 423,343,446 658,606,585 71,469,087 5,068,285,242 153,996,676 5,543,464 18,141,722 6,758,953,129

Depreciation included in consolidated statements of income for the years ended

30 September 2007 (Baht 246 million included in manufacturing cost, and the balance in selling, servicing and administrative expenses) 270,338,378

30 September 2008 (Baht 269 million included in manufacturing cost, and the balance in selling, servicing and administrative expenses) 292,951,074

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74 Annual Report 2008

(Unit: Baht)

Separate financial statements

Land,

leasehold and

Pumping building Machinery and Office Construction

Land plants Buildings improvements equipment equipment Vehicles in progress Total

Cost:

30 September 2007 317,197,440 499,594,743 140,152,640 59,199,843 5,870,898,733 280,662,180 535,183 611,513,242 7,779,754,004

Acquisitions - - 7,078,252 18,585,991 19,087,780 25,478,324 3,586,216 36,704,303 110,520,866

Transfer in/(transfer out) - - 573,457,151 24,047,944 4,849,424 16,643,359 - (618,997,878) -

Disposal/write off - - - - - - - (11,077,943) (11,077,943)

Decrease from transferring

to �unused assets�

accounts - - - - - (10,195,375) (239,390) - (10,434,765)

30 September 2008 317,197,440 499,594,743 720,688,043 101,833,778 5,894,835,937 312,588,488 3,882,009 18,141,724 7,868,762,162

Accumulated depreciation:

30 September 2007 - 76,863,098 41,661,821 26,263,596 777,490,684 134,400,126 211,392 - 1,056,890,717

Decrease from transferring

to �unused assets�

accounts - - - - - (9,954,785) (83,919) - (10,038,704)

Depreciation for the year - 14,987,842 20,419,635 8,406,460 159,538,752 42,840,084 577,385 - 246,770,158

30 September 2008 - 91,850,940 62,081,456 34,670,056 937,029,436 167,285,425 704,858 - 1,293,622,171

Net book value:

30 September 2007 317,197,440 422,731,645 98,490,819 32,936,247 5,093,408,049 146,262,054 323,791 611,513,242 6,722,863,287

30 September 2008 317,197,440 407,743,803 658,606,587 67,163,722 4,957,806,501 145,303,063 3,177,151 18,141,724 6,575,139,991

Depreciation included in the separate statements of income for the years ended

30 September 2007 (Baht 191 million included in manufacturing cost, and the balance in selling, servicing and administrative expenses) 194,495,171

30 September 2008 (Baht 224 million included in manufacturing cost, and the balance in selling, servicing and administrative expenses) 246,770,158

As at 30 September 2008, the Company and its subsidiaries transferred certain fixed assets, which are not

currently in use and had net book value on the transfer date of approximately Baht 1.4 million (The Company

only: Baht 0.4 million), from �Property, plant and equipment� accounts to �Unused assets� accounts, which

were presented as a part of �Other non-current assets� in the balance sheets.

As at 30 September 2008 and 2007, the Company and its subsidiaries had certain equipment and fixtures,

which were fully depreciated but are still in use. The original costs, before deducting accumulated depreciation,

of those assets amounted to approximately Baht 195.7 million and Baht 148.6 million, respectively (The Company

only: Baht 180.3 million and Baht 134.2 million respectively).

As at 30 September 2007, a subsidiary had its land, plant, machinery and equipment mortgaged/negatively

pledged, with an aggregate net book value Baht 178.5 million to secure its long-term loans and on 31 March

2008 the Company sold its investment in such subsidiary as described in Notes 15 to the financial statements.

For the years ended 30 September 2008 and 2007, the Company capitalised borrowing costs amounting to

Baht 3.3 million and Baht 60.2 million, respectively, which were directly attributable to the construction of water

distribution pipeline networks and new office buildings, as a part of �Construction in progress� under the

caption �Property, plant and equipment�.

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Annual Report 2008 75

Borrowing costs incurred from the Company�s long-term loans from financial institutions and debentures were

capitalized at the rate of 4.55 percent per annum (2007: 5.33 percent per annum), which is determined by

dividing interest on long-term loans and debentures, the principal amount of which not exceeding the capital

expenditures, by the average capital expenditures.

18. Assets under concession contracts

(Unit: Baht)

Consolidated financial statements

Assets under

concession Construction

contracts in progress Total

Cost:

30 September 2007 287,599,739 153,398,240 440,997,979

Purchases 7,893,123 14,584,333 22,477,456

Transfer in (Transfer out) 160,054,928 (160,054,928) -

30 September 2008 455,547,790 7,927,645 463,475,435

Accumulated amortisation:

30 September 2007 56,894,473 - 56,894,473

Amortisation for the year 24,574,830 - 24,574,830

30 September 2008 81,469,303 - 81,469,303

Net book value:

30 September 2007 230,705,266 153,398,240 384,103,506

30 September 2008 374,078,487 7,927,645 382,006,132

Amortisation included in consolidated statements of income for the years ended:

30 September 2007 20,306,829

30 September 2008 24,574,530

A subsidiary capitalised borrowing costs for the year ended 30 September 2007 amounting to Baht 1.5 million,

incurred directly in relation to the construction of assets under the concession contracts, as assets under the

caption �Construction in progress� in the �Assets under concession contracts� account.

For the years ended 30 September 2008 and 2007, amortisation of assets under concession contracts amounting

to Baht 24.6 million and Baht 20.3 million, respectively, were included in �Costs of sales � others� in the statements

of income.

The subsidiaries have committed to transfer assets under concession contracts to the Provincial Waterworks

Authority at the end of concession periods.

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76 Annual Report 2008

19. Deferred concession rights acquisition costs

(Unit: Baht)

Consolidated financial statements

Deferred

concession

rights Construction in

acquisition costs progress Total

Cost:

30 September 2007 234,835,194 173,309,008 408,144,202

Acquisition - 159,776,735 159,776,735

30 September 2008 234,835,194 333,085,743 567,920,937

Accumulated amortisation:

30 September 2007 31,896,255 - 31,896,255

Amortisation for the year 14,509,566 - 14,509,566

30 September 2008 46,405,821 - 46,405,821

Net book value:

30 September 2007 202,938,939 173,309,008 376,247,947

30 September 2008 188,429,373 333,085,743 521,515,116

Amortisation included in consolidated statements of income for the years ended:

30 September 2007 9,062,343

30 September 2008 14,509,566

A subsidiary capitalised borrowing costs for the years ended 30 September 2008 and 2007, amounting to

Baht 4.4 million and Baht 6.6 million respectively, incurred directly in respect of the concession rights acquisition

costs as assets, under the caption of �Construction in progress� in the �Deferred concession rights acquisition

costs� account.

For the years ended 30 September 2008 and 2007, amortisation of deferred concession rights acquisition

costs amounting to Baht 14.5 million and Baht 9.1 million, respectively, were included in �Costs of sales �

others� in the statements of income.

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Annual Report 2008 77

20. Goodwill

(Unit: Baht)

Consolidated

financial

statements

Cost:

30 September 2007 201,205,413

30 September 2005 201,205,413

Accumulated amortisation:

30 September 2007 30,155,756

Amortisation for the year 8,348,738

30 September 2008 38,504,494

Net book value:

30 September 2007 171,049,657

30 September 2008 162,700,919

Amortisation included in statements of income for the years ended:

30 September 2007 8,348,738

30 September 2008 8,348,738

Remaining amortisation periods:

30 September 2007 21 years

30 September 2008 20 years

For the years ended 30 September 2008 and 2007, amortisation of goodwill amounting to Baht 8.3 million and

Baht 8.3 million, respectively were included in selling, servicing and administrative expenses in the statements

of income.

21. Bank overdraft and short-term loan from financial institutions

(Unit: Baht)

Consolidated Separate

financial statements financial statements

30 September 30 September

2008 2007 2008 2007

Bank overdrafts 20,009,842 - 20,009,842 -

Short-term loans 52,000,000 160,000,000 - 100,000,000

Total 72,009,842 160,000,000 20,009,842 100,000,000

As at 30 September 2008, a subsidiary�s short-term loan of Baht 52 million from a financial institution carries

interest at the rate of 5.00 percent per annum.

As of 30 September 2007, the Company�s short-term loan of Baht 100 million from a financial institution carried

interest at the rate of 3.9 percent per annum.

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78 Annual Report 2008

As of 30 September 2007, Eastern Hobas Pipes Company Limited, a subsidiary, defaulted payment on short-

term loan of Baht 60 million from a financial institution and therefore it was subject to a default interest rate of

15.50 percent per annum.

22. Long-term loans from financial institutions

(Unit: Baht)

Consolidated financial statements Separate financial statements

30 September 30 September

2008 2007 2008 2007

Long-term loans from financial institutions 2,855,713,000 1,860,300,000 2,650,000,000 1,460,000,000

Less: Current portion (420,716,000) (421,287,000)(1)

(375,000,000) (150,000,000)

Long-term loans from financial institutions -

net of current portion 2,434,997,000 1,439,013,000 2,275,000,000 1,310,000,000

(1)Loans from a financial institution of a subsidiary amounting to Baht 237 million were presented as �current

portion� as the subsidiary received a letter from the financial institution demanding for repayment in full.

22.1 Long-term loans of the Company

(a) Loans from a financial institution - credit limit of Baht 2,000 million.

On 9 November 2005, the Company entered into a credit facility agreement with a local financial institution

for the credit limit of Baht 2,000 million, which is detailed as follows:

Credit facility : Baht 2,000 million consisting of

- Tranche A amounting to Baht 1,500 million

- Tranche B amounting to Baht 500 million

Type of loan : Unsecured, with status equivalent to unsecured and unsubordinated debts

Period : 7 years

Interest rate : - Tranche A, interest is payable on a monthly basis at the following rates

Year 1-3 Fixed rate at 6.00 percent per annum

Year 4-5 Minimum Loan Rate (MLR) minus 1.50 percent per annum

Year 6-7 Minimum Loan Rate (MLR) minus 0.75 percent per annum

- Tranche B, interest is payable on a monthly basis at the following rates

Year 1-5 Minimum Loan Rate (MLR) minus 1.50 percent per annum

Year 6-7 Minimum Loan Rate (MLR) minus 0.75 percent per annum

Repayment Schedule : Principal is repayable in semi-annual installments, beginning after the grace

period of 18 months from the date of the first draw down (17 November 2005),

with installments to be allocated proportionally to Tranche A and Tranche B

loans.

During 2007, the Company received a letter from a financial institution informing it of an adjustment of

the interest rate for Tranche A and Tranche B (only the drawn-down portion) of the loans to be 4.50

percent per annum, effective from July 2007 until the 5th year of the loan agreement (October 2010)

whereby the interest rate on the Tranch A and Tranch B (only the drawn-down portion) loans in the 6th-

7th years and the Tranche B (not-yet draw down) loans remains unchanged.

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Annual Report 2008 79

The Company already drew down a total of Baht 1,775 million loan which comprised Tranche A loan

amounting to Baht 1,500 million and Tranche B loan amounting to Baht 275 million and as at 30 September

2008 and 2007, the Company has outstanding loans from the financial institution according to such

agreement amounting to Baht 1,150 million and Baht 1,460 million, respectively.

Under the loan agreements, the significant conditions that the Company is required to comply with are

the maintenance of a net debt to EBITDA ratio of not exceeding 4.5 times and the aggregate amount of

defaulted debts not exceeding 5% of shareholders� equity as shown in the annual consolidated financial

statements, etc.

During 2007, Eastern Hobas Pipes Company Limited, a subsidiary during such period, failed to meet a

scheduled repayment of long-term loans from a financial institution. The outstanding balance of this

loan and accrued interest payable as at 30 September 2007 was Baht 317 million, which was higher

than the limit stipulated in a loan agreement of the Company and thus constituted an event of default

under such loan agreement. Later on 3 October 2007, the Company received a letter from such financial

institution informing the amendment of the financial ratio covenant from maintaining the net debt to

EBITDA ratio of not exceeding 4.5 times to maintaining the debt service coverage ratio (�DSCR�) of not

lower than 1.25 times. The financial institution also requested the Company to rectify such event of

default within 180 days. Furthermore, on 13 November 2007, the Company amended the credit facility

agreement with the financial institution whereby the financial institution agreed to modify the covenants

in the agreement by cancellation the event of default relating to the subsidiary and reduction the minimum

DSCR to be 1.10 times. As a result of the amendment of covenants as mentioned above, there was no

reclassification of long-term loans to be presented as current liabilities in the balance sheet as at 30

September 2007 and on 31 March 2008 the Company sold its investment in such subsidiary as described

in Notes 15 to the financial statements.

(b) Loans from a financial institution - credit limit of Baht 1,500 million

On 6 December 2007, the Company entered into a credit facility agreement with a local financial institution,

granting a credit limit of Baht 1,500 million to repay a bridging loan to the same financial institution, as

detailed below.

Credit facility : Baht 1,500 million

Type of loan : Unsecured, with status equivalent to unsecured and unsubordinated debts

Period : 7 years

Interest rate : Interest is payable on a monthly basis and calculated based on the amount of

principal drawn down and yet to be repaid from the draw down date to the

repayment date, as follow:

- The 1st - 36th months Fixed rate at 4.80 percent per annum

- The 37th - 60th months Minimum Loan Rate (MLR)

minus 1.75 percent per annum

- The 61st month onwards Minimum Loan Rate (MLR)

minus 1.50 percent per annum

Repayment Schedule : Principal is repayable in 12 semi-annual installments, beginning after a grace

period of 12 months from the agreement date as scheduled below.

- The 1st - 6th installments Baht 50 million each

- The 7th - 12th installments Baht 200 million each

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80 Annual Report 2008

Under the above loan agreement, the financial institution requires the Company to comply with certain

covenants, such as maintaining a debt to equity ratio of not exceeding 2 times and a debt service

coverage ratio (�DSCR�) of not lower than 1.1 times, etc., which are to be calculated at the fiscal year-

end from the latest audited consolidated financial statements.

The Company already drew down a full amount under such loan agreement and as at 30 September

2008, the Company has outstanding loans from the financial institution according to such loan agreement

amounting to Baht 1,500 million.

(c) Loan from a financial institution - credit limit of Baht 1,000 million

On 3 December 2007, the Company entered into a credit facility agreement with a local financial institution,

granting a credit limit of Baht 1,000 million to finance the issuance of and underwriting the debentures

and the Company�s investing activities as detailed below.

Credit facility : Baht 1,000 million, draw down in installments as required.

Type of loan : Unsecured, with status equivalent to unsecured and unsubordinated debts

Period : 7 years

Interest rate : Interest is payable on a monthly basis and calculated based on the amount of

principal drawn down and yet to be repaid from the draw down date to the

repayment date as follows

- The 1st - 12th months Minimum Loan Rate (MLR) minus

2.0 percent per annum

- The 13th - 48th months Minimum Loan Rate (MLR)

minus 1.75 percent per annum

- the 49th month onwards Minimum Loan Rate (MLR)

minus 1.50 percent per annum

Repayment Schedule : Principal is repayable equally in 12 semi-annual installments, beginning after

the grace period of 18 months from the first draw down date and to be

completed within 84 months from the first draw down date.

Under the above loan agreement, the financial institution required the Company to comply with certain

covenants, such as maintaining a debt to equity ratio of not exceeding 2 times and not lower than 0 time,

a debt service coverage ratio (�DSCR�) of not lower than 1.1 times, etc., which are to be calculated at

the fiscal year-end from the latest audited consolidated financial statements.

As at 30 September 2008, the Company has yet to draw down this loan facility.

22.2 Long-term loans of subsidiary - Universal Utilities Company Limited

On 24 April 2006, Universal Utilities Company Limited, a subsidiary, entered into a credit facility agreement

with a local financial institution for a credit limit of Baht 240 million. The loan carries interest at the Minimum

Loan Rate (MLR) minus 1.5% per annum for the first forty eighth months, and thereafter at MLR minus 0.75%

per annum until maturity. Interest is payable on a monthly basis. The principal is to be repaid in 22 quarterly

installments of Baht 10.9 million each, commencing the eighteenth month after the agreement date.

On 9 May 2007, the subsidiary amended the credit facility agreement with the financial institution that principal

repayments are rescheduled to be made in 21 quarterly installments of Baht 11.4 million each.

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Annual Report 2008 81

As at 30 September 2008 and 2007, the subsidiary had outstanding loans according to such agreements

totalling approximately Baht 206 million and Baht 163 million, respectively.

23. Debentures

On 16 July 2004, the Company issued two series of debentures, totalling Baht 2,500 million, the details of

which are as follows:

First series of debentures Second series of debentures

Type of debenture : Registered, unsubordinated, Registered, unsubordinated,

unsecured with bondholder unsecured with bondholder

representative. representative.

Period (year) : 4 7

Number of units : 1,300,000 units 1,200,000 units

Face value (Baht per unit) : 1,000 Baht per unit 1,000 Baht per unit

Total Amount (Baht) : 1,300,000,000 1,200,000,000

Maturity date : 16 July 2008 16 July 2011

Interest rate (percent per

annum) : 4.6% 5.75%

Payment date of interest : 16 January and 16 July of 16 January and 16 July of each year,

each year, commencing from commencing from 16 January 2005.

16 January 2005.

The placement agreements for the debentures contained certain covenants pertaining to dividend payment,

disposal or transfer of assets, maintenance of certain financial ratios and the percentage of shares held by the

major shareholder.

During 2007, Eastern Hobas Pipes Company Limited, the subsidiary at that time, failed to meet scheduled

repayments of long-term loan from a financial institution. The outstanding balance of this loan and accrued

interest as at 30 September 2007 was Baht 317 million, which was higher than the amount stipulated in conditions

of the placement agreement of the debentures and thus constituted an event of default under the terms of both

the 4-year debenture series and the 7-year debenture series. Later, on 18 September 2007, a meeting of

Company�s debentureholders passed a resolution to have the Company repaid principal and interest thereon

by 11 October 2007. The Company already made principal and interest payments totaling Baht 2,529.4 million

to the debentureholders on such date.

24. Share capital

On 24 January 2008, the Annual General Meeting of the shareholders of the Company approved the reduction

of the Company�s registered share capital from 1,665,000,000 ordinary shares at a par value of Baht 1 each to

be 1,663,725,149 ordinary shares at a par value of Baht 1 each through the cancellation of 1,274,851 unissued

ordinary shares with a par value of Baht 1 each, previously reserved to accomodate the exercise of warrants,

which expired.

During the year ended 30 September 2008, the Company registered the increases in its issued and paid-up

share capital totaling Baht 317.3 million as a result of the shares offered and the rights exercised by warrant

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82 Annual Report 2008

holders. This resulted in an increase of Baht 951.2 million in share premium. As at 30 September 2008, the

Company�s issued and paid-up share capital is therefore Baht 1,663.7 million.

Reconciliation of ordinary share capital and share premium

Ordinary share capital

Number of shares Amount Share premium

Baht Baht

Balance as at 30 September 2006 1,323,503,380 1,323,503,380 1,123,429,772

Increased share capital during the year 22,890,750 22,890,750 63,928,650

Balance as at 30 September 2007 1,346,394,130 1,346,394,130 1,187,358,422

Increased share capital during the year 317,331,019 317,331,019 951,163,857

Balance as at 30 September 2008 1,663,725,149 1,663,725,149 2,138,522,279

25. Warrants

The warrants issued to the Company�s employees, directors and advisors to the Company�s Board of Director

(EASTW-WA) and the warrants issued to the Company�s existing shareholders and general public (EASTW-

W1) were expired in December 2007. Movements in the number of warrants during the years were as follows:

(Unit: Units)

Warrant issued to

the Company�s Warrant issued to

employees, the Company�s

directors and existing shareholder

advisors and general public Total

Number of warrants as at 30 September 2006 1,299,500 339,630,850 340,930,350

Less: Exercised during the year (1,048,100) (49,643,910) (50,692,010)

Number of warrants as at 30 September 2007 251,400 289,986,940 290,238,340

Less: Exercised during the year (251,400) (288,712,089) (288,963,489)

Expired during the year - (1,274,851) (1,274,851)

Number of warrants as at 30 September 2008 - - -

26. Assets transferred from customers

Assets transferred from customers represent water distribution pipeline systems and water measured equipment

transferred to the Company by customers in accordance with the water supply agreement.

27. Statutory reserve

Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside

a statutory reserve at least 5 percent of its net income for the year after deducting accumulated deficit brought

forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not

available for dividend distribution.

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Annual Report 2008 83

28. Dividends

The Company

On 24 January 2008, the Annual General Meeting of the shareholders of the Company approved a dividend

payment of Baht 0.25 per share for 2007 fiscal year, totalling Baht 416 million, to the Company�s shareholders.

The Company paid such dividend on 20 February 2008.

The Annual General Meeting of the Company�s shareholders held on 26 January 2007 approved the dividend

payment of Baht 0.25 per share for 2006 fiscal year, totalling Baht 331 million, to the Company�s shareholders.

The Company paid the dividend on 26 February 2007.

Subsidiary

On 30 September 2008, the Extraordinary General Meeting of the Shareholders No. 4/2551 of Universal Utilities

Company Limited, a subsidiary, approved the payment of a dividend of Baht 0.55 per share to its shareholders,

or a total of Baht 28 million. The dividend is to be paid in a monthly basis of Baht 4.675 million each from

October 2008 to March 2009.

On 2 August 2007, the Extraordinary General Meeting of the Shareholder No. 5/2550 of Universal Utilities

Company Limited, a subsidiary, approved the payment of a dividend of Baht 1.373 per share to its shareholders,

or a total of Baht 70 million. The dividend payments were made in two quarters, on 31 October 2007 and 31

January 2008.

29. Directors� remuneration

Directors� remuneration represents the benefits paid to the Company�s directors in accordance with Section

90 of the Public Limited Companies Act, exclusive of salaries, bonus and related benefits payable to

management.

30. Provident fund

The Company and its subsidiaries, which are Universal Utilities Company Limited, Chachoengsao Water Supply

Company Limited, Bangpakong Water Supply Company Limited and Eastern Hobas Pipes Company Limited,

have established a provident fund in accordance with the Provident Fund Act B.E. 2530. The employees are

required to contribute to the fund at the rates of 3% to 10% of their basic salaries while the Company and its

subsidiaries are required to contribute at the rates of 5% to 10% of the employees� basic salaries. This provident

fund, which is managed by Kasikorn Asset Management Company Limited, will be paid to employees upon

termination in accordance with the fund rules.

For the years ended 30 September 2008 and 2007, approximately Baht 7.2 million and Baht 6.8 million,

respectively, were contributed to the fund by the Company and its subsidiaries (The Company only: Baht 4.3

million and Baht 3.7 million, respectively).

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84 Annual Report 2008

31. Number of employees and related costs

Consolidated financial statements Separate financial statements

2008 2007 2008 2007

Number of employees at the end of the years (Persons) 264 275 137 100

Employee costs for the years (Million Baht) 163.9 155.5 100.7 81.4

32. Income tax

Corporate income tax was calculated on net income before income tax after adding back non-tax deductible

expenses and deducting tax-exempted income.

33. Earnings per share

Basic earnings per share is calculated by dividing net income by the weighted average number of ordinary

shares in issue during the years.

Diluted earnings per share is calculated by dividing net income by the weighted average number of ordinary

shares in issue during the years plus the weighted average number of ordinary shares which would need to be

issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the

conversion took place either at the beginning of the years or on the dates the potential ordinary shares were

issued.

Reconciliation between basic earnings per share and diluted earnings per share is presented below.

Consolidated financial statements

For the years ended 30 September

Weighted average number

Net income of ordinary shares Earnings per share

2008 2007 2008 2007 2008 2007

Thousand Thousand Thousand Thousand Baht Baht

Baht Baht shares shares

Basic earnings per share

Net income 571,491 440,681 1,615,565 1,330,369 0.35 0.33

Effect of dilutive potential ordinary shares

Warrants issued to employees, directors

and advisors to the Company�s Board

of Directors (EASTW-WA) - - - 550

Warrants issued to existing shareholders

and general public (EASTW-W1) - - - 81,705

Diluted earnings per share

Net income of ordinary

shareholders assuming the

conversion of dilutive

potential ordinary shares 571,491 440,681 1,615,565 1,412,624 0.35 0.31

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Annual Report 2008 85

Separate financial statements

For the years ended 30 September

Weighted average number

Net income of ordinary shares Earnings per share

2008 2007 2008 2007 2008 2007

Thousand Thousand Thousand Thousand Baht Baht

Baht Baht shares shares

Basic earnings per share

Net income 518,678 432,729 1,615,565 1,330,369 0.32 0.33

Effect of dilutive potential ordinary shares

Warrants issued to employees, directors

and advisors to the Company�s Board

of Directors (EASTW-WA) - - - 550

Warrants issued to existing shareholders

and general public (EASTW-W1) - - - 81,705

Diluted earnings per share

Net income of ordinary

shareholders assuming the

conversion of dilutive

potential ordinary shares 518,678 432,729 1,615,565 1,412,624 0.32 0.31

There is no effect to diluted earnings per share for the year ended 30 September 2008 since there are no

outstanding warrants as a result of its being expired during the periods.

34. Commitments and contingent liabilities

The Company and its subsidiaries had the following commitments and contingent liabilities.

34.1 As at 30 September 2008 and 2007, the Company and its subsidiaries have letters of guarantee totaling Baht

268.2 million and Baht 215.3 million, respectively (The Company only: Baht 59 million and Baht 58 million,

respectively) issued by banks to the Provincial Electricity Authority for electricity consumption, to the Ministry of

Finance for management and operation of the major water distribution pipeline systems in the Eastern Seaboard

area, and to counterparties for bid bonds and performance bonds.

34.2 As at 30 September 2008 and 2007, the Company and its subsidiaries have commitments in respect of rental

and service contracts with a period of 1 to 5 years, for which the future minimum charges of approximately

Baht 129.9 million and Baht 41.7 million, respectively (The Company only: Baht 40.9 million and Baht 31.1

million, respectively) according to the agreements until the end of the agreement periods are payable by the

Company and its subsidiaries.

34.3 As at 30 September 2008 and 2007, the Company has a raw water purchase contract with the Royal Irrigation

Department whereby it is to purchase raw water at the price specified in a Ministerial Regulation.

34.4 As at 30 September 2008 and 2007, the Company and its subsidiaries have commitments of Baht 331.6 million

and Baht 333.3 million, respectively (The Company only: Baht 252.2 million and Baht 99.6 million, respectively)

for projects under construction.

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86 Annual Report 2008

34.5 As at 30 September 2008 and 2007, a subsidiary had contingently liabilities in respect of being a guarantor to

its three subsidiaries in a credit limit of Baht 200 million for letters of guarantee issued by local commercial

banks to those subsidiaries for compliance to agreements with respect to their electricity consumption guarantee,

tap water production and distribution and water consumers information records.

34.6 On 28 March 2003, the Company was sued as a defendant in a litigation case in connection with the purchase

of assets from the Legal Execution Department. The plaintiff petitioned the civil court to void the sales transaction

or order the payment of compensatory damages amounting to Baht 302.2 million to the plaintiff. However, on

26 January 2006, the Court of First Instance issued an order dismissing the lawsuit and later the plaintiff lodged

an appeal with the Court of Appeal on 22 March 2006. The Company has already made its plea contesting the

plaintiff�s appeal and as at 30 September 2008 and 2007, the case is currently being heard by the Appeal

Court. The Company�s management believes that should the outcome of the case be finalised, there would be

no significant loss to the Company. Therefore, the Company has not yet provided for any loss in the accounts.

34.7 Universal Utilities Company Limited, a subsidiary was sued as a co-defendant together with the Provincial

Waterworks Authority (�PWA�) in a case brought in connection with illegal acts performed by administrative

agencies or state officials. The plaintiff petitioned the administrative court to void the selection process by

which a private operator was selected to produce tap water for distribution to the PWA in the area belonging to

the Rayong Waterworks and on 16 March 2007, the Rayong Administrative Court ordered the selection process

voided in accordance with the plaintiff�s petition, and also declared void the agreement appointing a private

firm to produce water for sale to the Rayong Waterworks, which had resulted from an illegal selection process.

However, the PWA and the subsidiary lodged appeals with the Rayong Administrative Court on 12 April 2007

and the case is currently being heard by the Supreme Court. Since PWA and the subsidiary have to comply

with conditions in the agreement and are further obliged to each other as stipulated in the agreement until the

case is finalised, in accordance with Section 70 of the Royal Decree on Establishment of and Procedures for

Administrative Court Act B.E. 2542, the Company�s management therefore believes that the subsidiary will

incur no losses as a result of the termination of the agreement because, if such a termination occurs the PWA

will have to compensate the subsidiary for costs of construction and improvements made to the waterworks,

and for other expenses incurred by the subsidiary. Therefore, no provision has yet been made in the accounts.

34.8 The Company has entered into raw water procurement agreements with Siam Water Resource Company

Limited as described in Notes 35.6 to the financial statements.

35. Significant agreements

Beside the lending and borrowing agreements as discussed in relevant notes to financial statements, the

Company and its subsidiaries have the following significant agreements.

The Company

35.1 The Company entered into an agreement dated 26 December 1993 with the Ministry of Finance to manage

and operate the major water distribution pipeline systems in the Eastern Seaboard area. The contract term is

30 years, from 1 January 1994 to 30 September 2023 and the Company is required to pay a minimum of Baht

2 million per annum to the Ministry of Finance. In any years when the Company�s revenues from the sales of

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Annual Report 2008 87

raw water exceed Baht 200 million, it is required to pay the Ministry of Finance with a sharing benefit at a rate

of 1 percent of sales of raw water from the Nong Khor and Dok Krai reservoirs. In addition, when the Company�s

annual rate of return on equity exceeds 20 percent, an additional sharing benefit at the rate of 15 percent of the

return in excess of the paid 20 percent is to be paid to the Ministry of Finance. Nevertheless, the total sharing

benefit is not to exceed 6 percent of the real value of the assets leased from the Ministry of Finance, as

assessed according to the agreed time frame.

35.2 On 15 November 2000, the Company entered into an agreement with Universal Utilities Company Limited, a

subsidiary, to receive waterworks management services for Sattahip Waterworks of the Provincial Waterworks

Authority for the period of 10 years. The Company will pay the management fee from revenue after deducting

license fee and related expenses as specified in the agreement. Moreover, the Company will receive the profit

sharing from the subsidiary under the conditions specified in the agreement. Under the agreement, the subsidiary

is to invest a total of Baht 16 million for the expansion of the water distribution area, a total of Baht 12 million for

installation of centralised Supervisory Control and Data Acquisition (SCADA) and Geographic Information

System (GIS) in order to improve the management system. Subsequently on 18 October 2004, the Company

amended the above-mentioned agreement to extend to the Pattaya Waterworks. Consequently, the subsidiary

is entitled to manage water system of Sattahip Waterworks for a period of 30 years from 1 March 2001 but not

exceeding the period the Provincial Waterworks Authority has granted the Company the rights to operate and

manage the Sattahip Waterworks System.

35.3 On 28 November 2000, the Company entered into an agreement with Universal Utilities Company Limited

whereby it grants the subsidiary the rights to operate the waterworks of the Municipality of Si Chang Island

Sub-district for a period of 15 years. The subsidiary is to pay in return to both the Municipality of Si Chang

Island Sub-district and the Company at the rates as specified in the agreement.

35.4 On 11 May 2004, the Company entered into a waterworks management agreement with Universal Utilities

Company Limited (the subsidiary) whereby the subsidiary is to provide water works management services in

Bo Win Municipal area for a period of 25 years from the date the subsidiary completed the construction works

of tap water production system and the Company agreed for commercial distribution of tap water (11 March

2005). Under the agreement, the subsidiary is to procure land and construct tap water production system

sufficient to supply tap water throughout the agreement period. The subsidiary is to transfer all the invested

assets to the Company and/or the Municipality on the earlier expiry date of the waterworks operation agreement

or the waterworks management agreement. The Company is to pay an annual waterworks management fee at

the rates specified in the agreement, determined on the monthly tap water sales and service fees, which can

be collected from the users.

Since later on 5 August 2005 the Company entered into a waterworks system operation and management

agreement with the Bo Win Sub-district Administration Organization (�SAO�), it therefore revised the

aforementioned agreement with the subsidiary to cover Bo Win SAO area. As a result the aforementioned

agreement was superseded and the new agreement dated 14 July 2006, having the same conditions with an

additional area of Bo Win SAO, is replaced.

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88 Annual Report 2008

35.5 On 7 July 2004, the Company entered into a water supply agreement for the Koh Samui Waterworks with

Universal Utilities Company Limited for a 15-year period from the first water distribution date (12 May 2005)

whereby the subsidiary agreed to construct the reverse osmosis water production system with the water pipeline

connected to both the water distribution pipeline of the purchasers in the specified area and the Provincial

Waterworks Authority, and sell the tap water produced under such system for a return determined at the rates

as specified in the agreement of the volume actually received by the purchasers. The rates will by adjusted

annually.

35.6 On 13 December 2007, the Company has entered into the raw water procurement agreements with Siam

Water Resource Company Limited whereby the Company is required to purchase a minimum of 10 million

cubic meters per annum for a price of 6 Baht per cubic meter over a 10-year period. The price shall be

adjusted based on the change of electricity price in accordance with the fuel adjustment charge (Ft) rate,

announced by Provincial Electricity Authority.

The Subsidiaries

35.7 Chachoengsao Water Supply Company Limited entered into the concession agreement dated 9 November

2000 with the Provincial Waterworks Authority. The subsidiary is privileged to produce and sell tap water to the

Provincial Waterworks Authority at Chachoengsao office, Chachoengsao province. The concession period is

25 years from the date that first income is derived from selling tap water (1 April 2003).

35.8 Bangpakong Water Supply Company Limited entered into the concession agreement dated 9 November 2000

with the Provincial Waterworks Authority. The subsidiary is privileged to produce and sell tap water to the

Provincial Waterworks Authority at Bangpakong office, Chachoengsao province. The concession period is 25

years from the date that first income is derived from selling tap water (1 April 2003).

35.9 Nakornsawan Water Supply Company Limited entered into the concession agreement dated 7 November

2000 with the Provincial Waterworks Authority. The subsidiary is privileged to produce and sell tap water to the

Provincial Waterworks Authority at Nakornsawan office, Nakornsawan province. The concession period is 25

years from the date that first income is derived from selling tap water (1 March 2003).

35.10 Chachoengsao Water Supply Company Limited and Bangpakong Water Supply Company Limited entered

into a know-how agreement dated 1 December 2000 with Australian Water Technologies PTY Limited of Australia,

which transferred its entitlements under this agreement to AWT International (Thailand) Limited on 15 October

2002, whereby the latter agreed to permit the use of its name for reference purposes and provide the know-

how to enable the said subsidiaries to perform their obligations under concession agreements for a period of

25 years from the first date of sales of tap water under the concession agreements. In consideration thereof,

the subsidiary companies agree to pay fees at the rate stipulated in the agreement.

35.11 On 27 September 2002, Eastern Hobas Pipes Company Limited entered into a License and Know-How Transfer

Agreement with a related company in Austria, whereby the latter grants the subsidiary the exclusive right to

manufacture products in accordance with know-how and patents rights as well as the non-exclusive right to

market and sell the products within the territory specified in the agreement. In consideration thereof, the

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Annual Report 2008 89

subsidiary is committed to pay a royalty fee at a certain percentage based on the net sales value of the

products manufactured, by the subsidiary�s plant, based on the ex-works price as invoiced to customers, as

specified in the agreement. The term of the agreement is 10 years and it is renewable for another term of 5

years. However, the Company disposed investment in such company on 31 March 2008 as described in

Notes 15 to the financial statements.

35.12 On 24 March 2004, Universal Utilities Company Limited entered into an agreement with Eccomtara Company

Limited, a related company, to produce tap water and to provide maintenance services for the tap water

production system and tap water distribution pipeline of the production plants situated in Lak Muang, Ratchaburi

province and Pangpuoy, Samut Songkram province. The agreement period is 6 years and stipulates an annual

fee, with payment to be made on a monthly basis and adjusted to the actual amount at the end of each year in

accordance with the guidelines and conditions stipulated in the agreement.

35.13 On 14 March 2006, Universal Utilities Company Limited and its subsidiaries entered into an agreement with a

private company allowing the private company to produce tap water for sales to Rayong Waterworks, Rayong

province and the Provincial Waterworks Authority for a 25-year period commencing from the first tap water

selling date (12 July 2006). Under the agreement, the subsidiaries are required to construct tap water production

system, water delivery system and water distribution system, and to expand the production capacity of the

existing tap water distribution system of Rayong Waterworks. The subsidiaries are also required to provide

maintenance services and to act on behalf of the Provincial Waterworks Authority in any related matters.

Ownership of assets, which have been constructed, repaired and expanded by the subsidiaries, is to be

transferred to the Provincial Waterworks Authority immediately upon completion of these activities, with the

subsidiaries having the rights to occupy the assets in order to produce and supply tap water to the Provincial

Waterworks Authority over the agreement period. The subsidiaries will receive income at the rates prescribed

in the agreement and the rates will be adjusted annually.

36. Financial information by segment

The Company and its subsidiaries have been operating the businesses of producing water for sales, managing

water distribution networks in the Eastern Seaboard areas of Thailand, doing waste water treatment and related

businesses, producing water distribution pipeline for sales, selling drinking water through water vending

machines, and producing and providing installation services of water vending machines. These business

operations are conducted only in one geographical area, which is Thailand. Although the Company and its

subsidiaries have been operating in a variety of business relating to producing and selling water. Their

managements consider the Group�s core businesses are raw water distribution business, tap water distribution

business, water pipeline distribution business, waterworks management and water loss reduction project. The

financial information of the Company and its subsidiaries is therefore presented by such business segments.

The segment information for the years ended 30 September 2008 and 2007 is summarised as follows:

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90 Annual Report 2008

36.1 Operating results by business segment

(Unit: Thousand Baht)

Consolidated financial statements

For the year ended 30 September 2008

Sales - other Service income

Water

Raw water Tap water pipeline Waterworks Water loss

distribution distribution distribution management reduction

business business business(1)

Others business project Others Elimination Total

Revenue

Revenue from external customers 1,672,600 541,146 18,886 3,079 28,708 73,609 40,898 - 2,378,926

Inter-segment revenue 80,120 - - 1,376 197,307 - 7,663 (286,466) -

Total revenue 1,752,720 541,146 18,886 4,455 226,015 73,609 48,561 (286,466) 2,378,926

Cost of sales/services (714,482) (367,883) (16,980) (4,299) (184,937) (72,028) (49,513) 280,679 (1,129,443)

Operating profit

Segment operating profit (loss) 1,038,238 173,263 1,906 155 41,078 1,581 (953) (5,787) 1,249,483

Unallocated revenue/expenses

Interest income and dividend income 44,789

Other income 13,538

Selling, servicing and administrative expenses (424,336)

Interest expenses (165,936)

Income tax (180,812)

Minority interests 34,765

Net income 571,491

(1)This business segment is operated by Eastern Hobas Pipes Company Limited, in which the Company disposed its investment to an unrelated company on 31

March 2008.

(Unit: Thousand Baht)

Consolidated financial statements

For the year ended 30 September 2007

Sales - other Service income

Water

Raw water Tap water pipeline Waterworks Water loss

distribution distribution distribution management reduction

business business business(1)

Others business project Others Elimination Total

Revenue

Revenue from external customers 1,537,888 471,933 63,131 20,327 22,762 193,543 92,064 - 2,401,648

Inter-segment revenue 65,349 - - 78,283 167,884 - 11,605 (323,121) -

Total revenue 1,603,237 471,933 63,131 98,610 190,646 193,543 103,669 (323,121) 2,401,648

Cost of sales/services (604,787) (321,542) (71,799) (94,844) (153,638) (201,752) (77,939) 317,755 (1,208,546)

Operating profit

Segment operating profit (loss) 998,450 150,391 (8,668) 3,766 37,008 (8,209) 25,730 (5,366) 1,193,102

Unallocated revenue/expenses

Interest income and dividend income 8,956

Other income 19,527

Selling, servicing and administrative expenses (467,058)

Interest expenses (192,769)

Income tax (217,792)

Minority interests 96,715

Net income 440,681

(1)This business segment is operated by Eastern Hobas Pipes Company Limited, in which the Company disposed its investment to an unrelated company on 31

March 2008.

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Annual Report 2008 91

(Unit: Thousand Baht)

Separate financial statements

For the year ended 30 September 2008

Sales - other

Raw water Tap water

distribution distribution

business business Others Service income Total

Revenue

Revenue from external customers 1,672,600 185,922 716 14,325 1,873,563

Inter-segment revenue 80,120 - 1,376 2,796 84,292

Total revenue 1,752,720 185,922 2,092 17,121 1,957,855

Cost of sales/services (714,482) (183,946) (2,322) (18,036) (918,786)

Operating profit

Segment operating profit 1,038,238 1,976 (230) (915) 1,039,069

Unallocated revenue/expenses

Interest income and dividend income 88,770

Other income 3,847

Selling, servicing and administrative expenses (341,939)

Interest expenses (135,437)

Income tax (135,632)

Net income 518,678

(Unit: Thousand Baht)

Separate financial statements

For the year ended 30 September 2007

Sales - other

Raw water Tap water

distribution distribution

business business Others Service income Total

Revenue

Revenue from external customers 1,537,888 157,370 14,862 4,902 1,715,022

Inter-segment revenue 65,349 - 152 - 65,501

Total revenue 1,603,237 157,370 15,014 4,902 1,780,523

Cost of sales/services (604,787) (155,687) (12,745) (4,840) (778,059)

Operating profit

Segment operating profit 998,450 1,683 2,269 62 1,002,464

Unallocated revenue/expenses

Interest income and dividend income 97,889

Other income 4,208

Selling, servicing and administrative expenses (339,295)

Interest expenses (156,251)

Income tax (176,286)

Net income 432,729

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92 Annual Report 2008

36.2 Asset information by business segment

(Unit: Thousand Baht)

Consolidated financial statements

As at 30 September 2008

Raw water Tap water Water pipeline Waterworks

distribution distribution distribution management Unallocated

business business business(2)

business Others assets(1)

Elimination Total

Property, plant and equipment - net 5,870,376 11,304 - 170,145 707,128 - - 6,758,953

Assets under concession contracts - net - 265,900 - 116,106 - - - 382,006

Deferred concession rights acquisition

costs - net - 392,945 - 128,570 - - - 521,515

Unallocated assets (1)

- - - - - 2,573,714 (905,260) 1,668,454

Total assets 5,870,376 670,149 - 414,821 707,128 2,573,714 (905,260) 9,330,928

(1)Such assets are current assets and/or assets, which have been commonly used in every business segments, and thus the Company and its subsidiaries

cannot allocate them to each business segment.

(2)This business segment is operated by Eastern Hobas Pipes Company Limited, in which the Company disposed its investment to an unrelated company on 31

March 2008.

(Unit: Thousand Baht)

Consolidated financial statements

As at 30 September 2007

Raw water Tap water Water pipeline Waterworks

distribution distribution distribution management Unallocated

business business business(2)

business Others assets(1)

Elimination Total

Property, plant and equipment - net 6,036,348 11,122 421,927 183,024 692,141 - (30,836) 7,313,726

Assets under concession contracts - net - 267,311 - 116,793 - - - 384,104

Deferred concession rights acquisition

costs - net - 236,672 - 139,576 - - - 376,248

Unallocated assets (1)

- - - - - 2,752,337 (1,003,452) 1,748,885

Total assets 6,036,348 515,105 421,927 439,393 692,141 2,752,337 (1,034,288) 9,822,963

(1)Such assets are current assets and/or assets, which have been commonly used in every business segments, and thus the Company and its subsidiaries

cannot allocate them to each business segment.

(2)This business segment is operated by Eastern Hobas Pipes Company Limited, in which the Company disposed its investment to an unrelated company on 31

March 2008.

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Annual Report 2008 93

(Unit: Thousand Baht)

Separate financial statements

As at 30 September 2008

Raw water Tap water

distribution distribution Unallocated

business business assets (1)

Total

Property, plant and equipment - net 5,870,376 1,792 702,972 6,575,140

Unallocated assets (1)

- - 2,181,008 2,181,008

Total assets 5,870,376 1,792 2,883,980 8,756,148

(1)Such assets are current assets and/or assets, which have been commonly used in every business segments, and thus the Company

cannot allocate them to each business segment.

(Unit: Thousand Baht)

Separate financial statements

As at 30 September 2007

Raw water Tap water

distribution distribution Unallocated

business business assets (1)

Total

Property, plant and equipment - net 6,036,348 463 686,052 6,722,863

Unallocated assets (1)

- - 2,182,855 2,182,855

Total assets 6,036,348 463 2,868,907 8,905,718

(1)Such assets are current assets and/or assets, which have been commonly used in every business segments, and thus the Company

cannot allocate them to each business segment.

37. Sale of raw water and tap water by distribution networks/areas

37.1 Sales volume of raw water and tap water classified by water distribution networks

(a) Sales volume of raw water

(Unit: Million Litres)

Separate financial statements

For the years ended

30 September

2008 2007

Nong Pla Lai - Map Ta Pud Network 70,000 57,802

Dok Krai - Map Ta Pud Network 58,869 68,522

Chachoengsao - Chonburi Network 80,605 68,339

Nong Pla Lai - Nong Khor Network 18,211 16,536

Total 227,685 211,199

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94 Annual Report 2008

(b) Sales volume of tap water

(Unit: Baht)

Consolidated financial statements Separate financial statements

For the Years ended For the Years ended

30 September 30 September

2008 2007 2008 2007

Chachoengsao waterwork 9,723 9,539 - -

Bangpakong waterwork 10,410 9,704 - -

Nakornsawan waterwork 2,403 2,361 - -

Sattahip waterwork 9,657 8,797 9,657 8,797

Koh Samui waterwork 875 841 875 841

Koh Seechang waterwork 36 29 36 29

Borwin waterwork 798 334 798 334

Koh Lan waterwork 60 33 60 33

Rayong waterwork 13,571 12 13,571 12

Total 47,533 31,650 24,997 10,046

37.2 Sales, costs of sales and gross profit of raw water, and property, plant and equipment, classified by water

distribution networks

(Unit: Thousand Baht)

Separate financial statements

For the year ended 30 September 2008

Nong Pla Lai - Dok Krai - Chachoengsao - Nong Pla Lai -

Map Ta Pud Map Ta Pud Cholburi Nong Khor

Network Network Network Network Total

Sales of raw water 595,001 469,142 545,429 143,148 1,752,720

Costs of sales (148,724) (129,551) (374,847) (61,360) (714,482)

Gross profit 446,277 339,591 170,582 81,788 1,038,238

Property, plant and equipment - net 873,554 93,901 4,753,666 129,255

(Unit: Thousand Baht)

Separate financial statements

For the year ended 30 September 2007

Nong Pla Lai - Dok Krai - Chachoengsao - Nong Pla Lai -

Map Ta Pud Map Ta Pud Cholburi Nong Khor

Network Network Network Network Total

Sales of raw water 474,195 572,363 436,275 120,404 1,603,237

Costs of sales (138,367) (133,669) (281,481) (51,270) (604,787)

Gross profit 335,828 438,694 154,794 69,134 998,450

Property, plant and equipment - net 945,040 102,016 4,852,359 136,933

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Annual Report 2008 95

Sales of raw water from Chachoengsao-Cholburi Network consisted of:

(Unit: Thousand Baht)

Separate financial statements

For the years ended

30 September

2008 2007

Nong Khor - Laem Chabang Network 1 371,909 272,281

Nong Khor - Laem Chabang Network 2 95,474 84,006

Chachoengsao Network 78,046 79,988

Total 545,429 436,275

37.3 Sales, costs of sales and gross profit of tap water by area

(Unit: Thousand Baht)

Consolidated financial statements

For the year ended 30 September 2008

Chachoengsao Bangpakong Nakornsawan Sattahip Koh Seechang Koh Samui Borwin Koh Lan Rayong

waterwork waterwork waterwork waterwork waterwork waterwork waterwork waterwork waterwork Elimination Total

Sales of tap water 99,940 100,011 27,164 124,234 2,634 44,209 11,265 3,580 128,109 - 541,146

Costs of sales (45,457) (41,232) (15,781) (122,849) (2,656) (43,768) (11,106) (3,567) (81,467) 123,963 (243,920)

Gross profit 57,483 58,779 13,617 1,385 (22) 441 159 13 46,642 123,963 297,226

(Unit: Thousand Baht)

Consolidated financial statements

For the year ended 30 September 2007

Chachoengsao Bangpakong Nakornsawan Sattahip Koh Seechang Koh Samui Borwin Koh Lan Rayong

waterwork waterwork waterwork waterwork waterwork waterwork waterwork waterwork waterwork Elimination Total

Sales of tap water 94,037 88,651 25,477 106,288 1,904 42,482 4,894 1,802 106,398 - 471,933

Costs of sales (15,817) (55,453) (21,976) (105,178) (1,912) (42,058) (4,775) (1,764) (72,610) 98,463 (223,080)

Gross profit 78,220 33,198 3,501 1,110 (8) 424 119 38 33,788 98,463 248,853

37.4 Proportion of raw water sold to end users

(Unit: Thousand Baht)

Separate financial statements

For the years ended

30 September

2008 2007

Industrial Estate 52 57

Waterworks Authority 31 28

Factories 17 15

Total 100 100

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96 Annual Report 2008

38. Financial instruments

Financial risk management

The Company�s and its subsidiaries�s financial instruments, as defined under Thai Accounting Standard No.

48 �Financial Instruments: Disclosure and Presentations�, principally comprise cash and cash equivalents,

trade accounts receivable, short-term and long-term lendings, investments, bank overdrafts, short-term and

long-term loans, retentions payable, liabilities under financial lease agreements and debentures. The financial

risks associated with these financial instruments and how they are managed is discussed below.

38.1 Credit risk

The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable,

short-term and long-term lendings, and other receivable. The Company and its subsidiaries manage the risk

by adopting appropriate credit control policies and procedures and therefore does not expect to incur material

financial losses. Although the Company and its subsidiaries may expose to concentration risk due to their

having a few large customers, those customers are in government sector. The management believes that such

risk is therefore low. The maximum exposure to credit risk is limited to the carrying amounts of securities

purchased under resale agreement, trade accounts receivables, short-term and long-term loans to both related

and unrelated parties and other receivable as stated in the balance sheets.

38.2 Interest rate risk

The Company�s and its subsidiaries�s exposure to interest rate risk relate primarily to their deposits with financial

institutions, securities purchased under resale agreement, short-term and long-term lendings, investments,

short-term and long-term borrowings, liabilities under finance lease agreements, and debentures. Although

most of the Company�s and its subsidiaries�s financial assets bear fixed interest rates, they have repricing

periods of less than 1 year. Their liabilities are also charged with fixed rates of interest but those rates are lower

than current market rate. Hence, the interest rate risk is expected to be minimal.

As at 30 September 2008 and 2007, financial assets and liabilities, classified by interest rate types, are as

follows:

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Annual Report 2008 97

(Unit: Thousand Baht)

Consolidated financial statements

Outstanding balances of financial instruments as at 30 September 2008

Floating Fixed Non-interest

interest rates interest rates bearing Total

Financial assets

Cash and cash equivalents 79,431 90,000 763 170,194

Securities purchased under resale agreement - 85,000 - 85,000

Investment - 143,522 - 143,522

Trade accounts receivable - net - - 256,350 256,350

Service income receivable - related party - - 27,224 27,224

Short-term loan to an unrelated party - net - 8,800 - 8,800

Other receivables - related parties - - 11 11

Restricted bank deposits - 9,076 - 9,076

Other receivable - - 642,199 642,199

79,431 336,398 926,547 1,342,376

Financial liabilities

Bank overdraft and short-term loan from

financial institutions 20,010 52,000 - 72,010

Trade accounts payable - - 73,087 73,087

Liabilities under finance lease agreements - 8,243 - 8,243

Long-term loans from financial institutions 205,713 2,650,000 - 2,855,713

Retentions payable - - 37,991 37,991

225,723 2,710,243 111,078 3,047,044

(Unit: Thousand Baht)

Consolidated financial statements

Outstanding balances of financial instruments as at 30 September 2007

Floating Fixed Non-interest

interest rates interest rates bearing Total

Financial assets

Cash and cash equivalents 336,735 - 701 337,436

Current investments - 3,250 - 3,250

Trade accounts receivable - net - - 315,045 315,045

Service income receivable - related party - - 26,797 26,797

Other receivables - related parties - - 3,983 3,983

Restricted bank deposits - 9,076 - 9,076

Long-term investments - 10,000 - 10,000

Other receivable - - 642,199 642,199

336,735 22,326 988,725 1,337,786

Financial liabilities

Bank overdrafts and short-term loans from

financial institutions - 160,000 - 160,000

Trade accounts payable - - 142,598 142,598

Liabilities under finance lease agreements - 3,278 - 3,278

Debentures - 2,500,000 - 2,500,000

Long-term loans from a related party - 12,000 - 12,000

Long-term loans from financial institutions 163,300 1,697,000 - 1,860,300

Retentions payable - - 22,163 22,163

163,300 4,372,278 164,761 4,700,339

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98 Annual Report 2008

(Unit: Thousand Baht)

Separate financial statements

Outstanding balances of financial instruments as at 30 September 2008

Floating Fixed Non-interest

interest rates interest rates bearing Total

Financial assets

Cash and cash equivalents 38,221 90,000 328 128,549

Securities purchased under resale agreement - 85,000 - 85,000

Current investments - 143,522 - 143,522

Trade accounts receivable - net - - 177,611 177,611

Short-term loan to unrelated party - 8,800 - 8,800

Dividend receivable from a related party - - 28,050 28,050

Other receivables - related parties - - 6,867 6,867

Restricted bank deposits - 9,076 - 9,076

Long-term loans to related parties - 300,000 - 300,000

Other receivable - - 642,199 642,199

38,221 636,398 855,055 1,529,674

Financial liabilities

Bank overdrafts and short-term loan from

financial institutions 20,010 - - 20,010

Trade accounts payable - - 14,697 14,697

Liabilities under finance lease agreementss - 5,982 - 5,982

Long-term loans from financial institutions - 2,650,000 - 2,650,000

Retentions payable - - 24,496 24,496

Rental guarantees received from related parties - - 761 761

20,010 2,655,982 39,954 2,715,946

(Unit: Thousand Baht)

Separate financial statements

Outstanding balances of financial instruments as at 30 September 2007

Floating Fixed Non-interest

interest rates interest rates bearing Total

Financial assets

Cash and cash equivalents 224,050 - 185 224,235

Current investments - 3,250 - 3,250

Trade accounts receivable � net - - 159,968 159,968

Dividend receivable from a related party - - 70,023 70,023

Other receivables - related parties - - 15,412 15,412

Restricted bank deposits - 9,076 - 9,076

Long-term investments - 10,000 - 19,000

Long-term loans to related parties - 318,000 - 318,000

Other receivable - - 642,199 642,199

224,050 340,326 973,175 1,452,163

Financial liabilities

Bank overdrafts and short-term loans from

financial institutions - 100,000 - 100,000

Trade accounts payable - - 14,367 14,367

Debentures - 2,500,000 - 2,500,000

Long-term loans from financial institutions - 1,460,000 - 1,460,000

Retentions payable - - 8,199 8,199

- 4,060,000 22,566 4,082,566

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Annual Report 2008 99

The fixed interest rate financial instruments, which have new repricing dates or maturity dates (whichever are

sooner) after the balance sheet dates, are as follows:

(Unit: Thousand Baht)

Consolidated financial statements

As at 30 September 2008

Remaining periods to repricing dates or maturity dates

Less than 1 � 5 Over No

At call 1 year years 5 years maturity Total Interest rate

% p.a.

Financial assets

Cash and cash equivalents - 90,000 - - - 90,000 3.71

Securities purchased under

resale agreement - 85,000 - - - 85,000 3.70

Current investments - 143,522 - - - 143,522 2.38 - 4.25

Short-term loan to an

unrelated party - net - 8,800 - - - 8,800 - (1)

Restricted bank deposits - 9,076 - - - 9,076 2.38 - 2.75

- 336,398 - - - 636,398

Financial liabilities

Bank overdrafts and short-term

loans from financial

institutions 52,000 - - - - 52,000 5.00

Liabilities under finance lease

agreements - 3,221 5,022 - - 8,243 2.17 - 16.19

Long-term loans from

financial institutions - 375,000 2,275,000 - - 2,650,000 4.50 - 4.80

52,000 378,221 2,280,022 - - 2,710,243

(1) Default

(Unit: Thousand Baht)

Consolidated financial statements

As at 30 September 2007

Remaining periods to repricing dates or maturity dates

Less than 1 � 5 Over No

At call 1 year years 5 years maturity Total Interest rate

% p.a.

Financial assets

Current investments - 3,250 - - - 3,250 2.00 - 2.25

Restricted bank deposits - 9,076 - - - 9,076 2.00 - 2.25

Long-term investments - - 10,000 - - 10,000 4.25

- 12,326 10,000 - - 22,326

Financial liabilities

Bank overdrafts and short-term

loans from financial

institutions 160,000 - - - - 160,000 3.90, 15.50

Liabilities under finance lease

agreements - 929 2,349 - - 3,278 7.32, 8.12

Debentures 2,500,000 - - - - 2,500,000 4.60, 5.75

Long-term loans from a

related party - - 12,000 - - 12,000 6.50

Long-term loans from

financial institutions 237,000 150,000 1,267,310 42,690 - 1,697,000 4.50, 15.50

2,897,000 150,929 1,281,659 42,690 - 4,372,278

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100 Annual Report 2008

(Unit: Thousand Baht)

Separate financial statements

As at 30 September 2008

Remaining periods to repricing dates or maturity dates

Less than 1 � 5 Over No

At call 1 year years 5 years maturity Total Interest rate

% p.a.

Financial assets

Cash and cash equivalents - 90,000 - - - 90,000 3.71

Securities purchased under

resale agreement - 85,000 - - - 85,000 3.70

Current investments - 143,522 - - - 143,522 2.38 - 4.25

Short-term loan to unrelated

party - net - 8,800 - - - 8,800 - (1)

Restricted bank deposits - 9,076 - - - 9,076 2.375 - 2.75

Long-term loans to related

parties - - 300,000 - - 300,000 5.25

- 336,398 300,000 - - 636,398

Financial liabilities

Liabilities under finance lease agreements - 2,266 3,716 - - 5,982 2.17 - 16.19

Long-term loans from financial institutions - 375,000 2,275,000 - - 2,650,000 4.50 - 4.80

- 377,266 2,278,716 - - 2,655,982

(1) Default

(Unit: Thousand Baht)

Separate financial statements

As at 30 September 2007

Remaining periods to repricing dates or maturity dates

Less than 1 � 5 Over No

At call 1 year years 5 years maturity Total Interest rate

% p.a.

Financial assets

Current investments - 3,250 - - - 3,250 2.00 - 2.25

Restricted bank deposits - 9,076 - - - 9,076 2.00 - 2.25

Long-term investment - - 10,000 - - 10,000 4.25

Long-term loans to related

parties - - 318,000 - - 318,000 5.25, 6.50

- 12,326 328,000 - - 340,326

Financial liabilities

Bank overdrafts and short-term

loans from financial

institutions 100,000 - - - - 100,000 3.90

Debentures 2,500,000 - - - - 2,500,000 4.60, 5.75

Long-term loans from

financial institutions - 150,000 1,267,310 42,690 - 1,460,000 4.50

2,600,000 150,000 1,267,310 42,690 - 4,060,000

38.3 Liquidity risk

Liquidity risk is the risk that the Company and its subsidiaries will be unable to liquidate financial assets and/or

procure sufficient funds to discharge obligations in a timely manner, resulting in a financial loss.

The periods to the maturity dates of financial instruments held as of 30 September 2008 and 2007, counting

from the balance sheet dates, are as follows:

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Annual Report 2008 101

(Unit: Thousand Baht)

Consolidated financial statements

As at 30 September 2008

Within 1 - 5 Over No

At call 1 year years 5 years maturity Total

Financial assets

Cash and cash equivalents 80,194 90,000 - - - 170,194

Securities purchased under resale agreement - 85,000 - - - 85,000

Current investments - 143,522 - - - 143,522

Trade accounts receivable - net 3,581 252,769 - - - 256,350

Service income receivable - related party - 27,224 - - - 27,224

Short-term loan to an unrelated party - net - 8,800 - - - 8,800

Other receivables - related parties - 11 - - - 11

Restricted bank deposits - - 5,000 - 4,076 9,076

Other receivable - - - 642,199 - 642,199

83,775 607,326 5,000 642,199 4,076 1,342,376

Financial liabilities

Bank overdrafts and short-term loans from

financial institutions 72,010 - - - - 72,010

Trade accounts payable - 73,087 - - - 73,087

Liabilities under finance lease agreements - 3,221 5,022 - - 8,243

Long-term loans from financial institutions - 420,716 2,034,997 400,000 - 2,855,713

Retentions payable - - 37,991 - - 37,991

72,010 497,024 2,078,010 400,000 - 3,047,044

(Unit: Thousand Baht)

Consolidated financial statements

As at 30 September 2007

Within 1 - 5 Over No

At call 1 year years 5 years maturity Total

Financial assets

Cash and cash equivalents 337,436 - - - - 337,436

Current investments - 3,250 - - - 3,250

Trade accounts receivable - net 58,096 256,949 - - - 315,045

Service income receivable - related party - 26,797 - - - 26,797

Other receivables � related parties - 3,983 - - - 3,983

Restricted bank deposits - - 5,000 - 4,076 9,076

Long-term investments - - 10,000 - - -

Other receivable - - - 642,199 - 642,199

395,532 290,979 15,000 642,199 4,076 1,337,786

Financial liabilities

Bank overdraft and short-term loans from

financial institutions 160,000 - - - - 160,000

Trade accounts payable - 142,598 - - - 142,598

Liabilities under finance lease agreements - 929 2,349 - - 3,278

Debentures 2,500,000 - - - - 2,500,000

Long-term loans from a related party - - 12,000 - - 12,000

Long-term loans from financial institutions 237,000 184,287 1,267,310 171,703 - 1,860,300

Retentions payable - - 22,163 - - 22,163

2,897,000 327,814 1,303,822 171,703 - 4,700,339

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102 Annual Report 2008

(Unit: Thousand Baht)

Separate financial statements

As at 30 September 2008

Within 1 - 5 Over No

At call 1 year years 5 years maturity Total

Financial assets

Cash and cash equivalents 38,549 90,000 - - - 128,549

Securities purchased under resale agreement - 85,000 - - - 85,000

Current investments - 143,522 - - - 143,522

Trade accounts receivable - net 3,495 174,116 - - - 177,611

Short-term loan to unrelated party - 8,800 - - - 8,800

Dividend receivable from a related party - 28,050 - - - 28,050

Other receivables - related parties - 6,867 - - - 6,867

Restricted bank deposits - - 5,000 - 4,076 9,076

Long-term loans to related parties - - 300,000 - - 300,000

Other receivable - - - 642,199 - 642,199

42,044 536,355 305,000 642,199 4,076 1,529,674

Financial liabilities

Bank overdrafts and short-term loans from

financial institutions 20,010 - - - - 20,010

Trade accounts payable - 14,697 - - - 14,697

Liabilities under finance lease agreements - 2,266 3,716 - - 5,982

Long-term loans from financial institutions - 375,000 1,875,000 400,000 - 2,650,000

Retentions payable - - 24,496 - - 24,496

Rental guarantees received from related parties - - 761 - - 761

- 411,973 1,903,973 400,000 - 2,715,946

(Unit: Thousand Baht)

Separate financial statements

As at 30 September 2007

Within 1 - 5 Over No

At call 1 year years 5 years maturity Total

Financial assets

Cash and cash equivalents 224,235 - - - - 224,235

Current investments - 3,250 - - - 3,250

Trade accounts receivable - net - 159,968 - - - 159,968

Dividend receivable from a related party - 70,023 - - - 70,023

Other receivables - related parties - 15,412 - - - 15,412

Restricted bank deposits - - 5,000 - 4,076 9,076

Long-term investments - - 10,000 - - 10,000

Long-term loans to related parties - - 318,000 - - 318,000

Other receivable - - - 642,199 - 642,199

224,235 248,653 333,000 642,199 4,076 1,452,163

Financial liabilities

Short-term loans from a financial institution 100,000 - - - - 100,000

Trade accounts payable - 14,367 - - - 14,367

Long-term loans from financial institutions - 150,000 1,267,310 42,690 - 1,460,000

Debentures 2,500,000 - - - - 2,500,000

Retentions payable - - 8,199 - - 8,199

2,600,000 164,367 1,275,509 42,690 - 4,082,566

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Annual Report 2008 103

38.4 Foreign currency risk

Subsidiaries have foreign currency-dominated assets and liabilities, giving rise to an exposure to changes in

foreign exchange rates. Management therefore considers the use of forward exchange contracts to hedge

such exchange risk from time to time, as appropriate. However, there is no outstanding forward exchange

contract at the balance sheet date since the management considers that such foreign currency-dominated

assets and liabilities are not material.

As at 30 September 2008 and 2007, the subsidiary�s foreign currency-denominated assets and liabilities,

which were not hedged by any derivative contracts, were as follows.

Outstanding balances

Foreign currency as at 30 September Exchange rates as at 30 September

2008 2007 2008 2007

Assets

EURO - 209,329 - 48.2470 Baht per Euro

USD - 105 - 34.1418 Baht per USD

Liabilities

EURO - 375,859 - 48.8301 Baht per Euro

USD - 139,990 - 34.3851 Baht per USD

AUD 388,275 - 27.5083 Baht per AUD -

38.5 Fair value

Fair value represents the amount for which an asset could be exchanged or a liability settled between

knowledgeable and willing parties in an arm�s length transaction. The Company and its subsidiaries have

estimated the fair value of financial instruments as follows:

(a) Financial assets

Determination of the fair value is dependent upon the characteristics of the financial instruments. The

fair values of most financial assets, including cash and cash equivalents, investments, trade accounts

receivable, project/service income receivables, and short-term lendings approximate their respective

carrying values since the values of such financial instruments are predominantly subject to market

interest rates and/or have maturity periods of less than 1 year with the exception of long-term loans to

related parties, which bear fixed rates of interest and have repricing periods longer than 1 year. Financial

instruments with standard terms and conditions which are traded on an active and liquid market, such

as investments, have their fair value determined by the quoted market prices.

As at 30 September 2008, there were no material differences between the carrying value of financial

assets of the Company and its subsidiaries and their respective fair value, except that the fair values of

the Company�s long-term loans to related parties amounting to approximately Baht 285 million.

As at 30 September 2007, there were no material difference between the carrying value of financial

assets of the Company and its subsidiaries and their respective fair value.

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104 Annual Report 2008

The fair value of long-term loans to related parties is estimated by discounting the cash flows expected

to be received by the Company on those loans by the current market interest rates.

(b) Financial liabilities

The fair values of financial liabilities, including trade accounts payable, advance received, short-term

and long-term loans, liabilities under finance lease agreements, debentures and retentions payable,

are the amounts as stated in the balance sheets due to the same reasons as described for financial

assets with the exception of long-term loans from financial institutions, long-term loans from a related

party and debentures bearing fixed rates of interest and having repricing periods of longer than 1 year.

As at 30 September 2008, there were no material differences between the carrying value of financial

liabilities of the Company and its subsidiaries and their respective fair value, except for the Company�s

and it subsidiaries� long-term loans from financial institutions having the fair values of approximately

Baht 2,750 million (the Company only: Baht 2,544 million).

As at 30 September 2007, there were no material differences between the carrying value of financial

liabilities of the Company and its subsidiaries and their respective fair value, except for long-term loans

from financial institutions having fair value of approximately Baht 1,827 million (The Company only: Baht

1,426 million).

The fair value of long-term loans from financial institutions is estimated by discounting the cash flows

expected to be used to repay principal and interest to the lenders by the Company and its subsidiaries

by the current market interest rates.

39. Reclassification

The Company have reclassified certain amounts in the financial statements for the year ended 30 September

2007 to conform to the current year�s classification with no effect on previously reported net income or

shareholders� equity.

40. Subsequent event

On 20 October 2008, the Company was sued as a defendant in a litigation case for the breach of hire of work

contract for construction, whereas the plaintiff has caimed damages of Baht 40.2 million with the Civil Court.

Currently, the Company is being under the preparation of answer to the allegation as made in the court and the

court has designated the settlement of issues as well as the proceedings for taking of the plaintiff�s evidence

on 26 January 2009.

41. Approval of financial statements

These financial statements were authorised for issue by the Company�s Board of Directors on 20 November

2008.

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Annual Report 2008 105

A resolution was passed by the ordinary general shareholders meeting on January 24, 2008 to appoint Mrs. Saifon

Inkaew, License No. 4434 or Ms. Rattana Jala, License No. 3734 or Mrs. Kamonthip Lertwitworathep, License No.

4377 the Company�s Auditor. One of these three persons will audit the Company�s financial statements for the 12-

month period starting on 1 October 2007 and ending on 30 September 2008 and provides opinions thereon on behalf

of Ernst & young Office Limited. The Auditor�s fee exclusively for the Company was set at Baht 870,000 (the total

Auditor�s fee for both the Company�s financial statements and the consolidated financial statements was Baht

3,000,000).

Auditor’s Fee

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106 Annual Report 2008

Eastern Water Resources Development and management Public Company Limited

Head Office�s Address 1 Vipavadeerangsit Soi 5, Vipavadeerangsit Road, Jompol, Jatuchak,

Bangkok 10900

Company Registration PLC. 623

Tel. (662) 272-1600

Fax. (662) 272-1601-3

Core Business Develop and manage water resources through raw water pipeline distribution

to customers, provide consultancy services on clean water production and

pipeline distribution system in industrial estates or factories, repair and supply

all kinds of equipment and materials related to water distribution, provide

consultancy services on the maintenance of pipelines, equipment and

machinery, and participate in joint-venture projects with private sector.

Number of Employees As of 30 September 2008, the company had 137 employees in total. This

consisted of 101 head office�s staffs, 23 Rayong Operation center�s staffs and

17 Chachoengsao Operation center�s staffs.

Date of listing in the June-July 1997 with an initial offering in the Stock Exchange of Thailand on

Stock Exchange of Thailand 28th July 1997

Type and Volume of Shared Offered 1,663,725,149 ordinary shares with a par value of 1 bath/share

Registered and Paid-up Capital 1,663,725,149 bath registered capital consisting of 1,663,725,149 ordinary

shares with a par value of 1 bath.

Subsidiaries

Water Trades and Services Co., Ltd.

Head Office�s Address 1 Vipavadeerangsit Soi 5, Vipavadeerangsit Road, Jompol, Jatuchak,

Bangkok 10900

Company Registration No. 0105550058714

Date 6 June 2007

Tel. (662) 272-1600

Fax. (662) 272-1602

Core Business Sort out the management of coined operated water-vending machine

Number of Employees As of 30 September 2008, the company had 3 employees in total.

Type and Volume of Shared Offered 500,000 ordinary shares with a par value of 10 bath/share

Registered and Paid-up Capital 5 million bath registered capital all of which is paid-up capital

General Information

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Annual Report 2008 107

Universal Untilities Company Limited.

Head Office�s Address 23-25 floor, Eastwater Building, 1 Vipavadeerangsit Soi 5,

Vipavadeerangsit Road, Jompol, Jatuchak, Bangkok 10900

Company Registration No. 0105541077817 dated 15th December 1998

Tel. (662) 272-1688

Fax. (662) 272-1690-2

Core Business Manage waterworks business and wastewater treatment system in the form of

concession, hiring contract or leasing contract, provide engineering services

related to core business with the mission to be a leader of Thai-owned

waterworks business in terms of production capacity, quality of services

focusing on personnel expertise and technological development that enhances

the organization�s efficiency and international competitiveness under the

principle of clean and environment-friendly technological development

Number of Employees As of 30 September 2008, the company had 125 employees in total. This

consisted of 37 head office�s staffs and 88 staffs in operational areas.

Type and Volume of Shared Offered 51,000,000 ordinary shares with a par value of 10 bath/share

Registered and Paid-up Capital 510 million bath registered capital all of which is paid up

Nakornsawan Water Supply Co., Ltd.

Head Office�s Address 23-25 floor, Eastwater Building, 1 Vipavadeerangsit Soi 5,

Vipavadeerangsit Road, Jompol, Jatuchak, Bangkok 10900

Company Registration No. 01005543098421 dated 19th October 2000

Tel./Fax (056) 355-789, (662) 272-1688, (662) 272-1690-2

Core Business Waterworks management including tap water production and supply to

Nakornsawan Waterworks and water uses services such as meter reading,

engineering services like pipeline maintenance

Number of Employees Included in Universal Utilities� employee number.

Type and Volume of Shared Offered 8,000,000 ordinary shares with a par value of 5 bath/share

Registered and Paid-up Capital 40 million bath registered capital all of which is paid up

Chachoengsao Water Supply Co., Ltd.

Head Office�s Address 23-25 floor, Eastwater Building, 1 Vipavadeerangsit Soi 5,

Vipavadeerangsit Road, Jompol, Jatuchak, Bangkok 10900

Company Registration No. 0105543098412 dated 19th October 2000

Tel. (038) 814-428-9, (662) 272-1690-2

Fax. (038) 814-728, (662) 272-1690-2

Core Business Waterworks management including tap water production and supply to

Chachoengsao Waterworks and water uses services such as meter reading,

engineering services like pipeline maintenance

Number of Employees As of 30 September 2008, Included in Universal Utilities� employee number.

Type and Volume of Shared Offered 10,000,000 ordinary shares with a par value of 10 bath/share

Registered and Paid-up Capital 100 million bath registered capital all of which is paid up

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108 Annual Report 2008

Bangpakong Water Supply Co., Ltd.

Head Office�s Address 23-25 floor, Eastwater Building, 1 Vipavadeerangsit Soi 5,

Vipavadeerangsit Road, Jompol, Jatuchak, Bangkok 10900

Company Registration No. 0105543098439 dated 19th October 2000

Tel./Fax (038) 840-786, (662) 272-1688, (662) 272-1690-2

Core Business Waterworks management including tap water production and supply to

Bangpakong Waterworks and water uses services such as meter reading,

engineering services like pipeline maintenance

Number of Employees As of 30th September 2007, Included in Universal Utilities� employee number.

Type and Volume of Shared Offered 4,000,000 ordinary shares with a par value of 10 bath/share

Registered and Paid-up Capital 40 million bath registered capital all of which is paid up

Eastern Hobas Pipes Co., Ltd. As of 31 March 2008 East Water sold ordinary shares, 50% of EHP�s paid up

capital 2 to Cisco Products Group Co., Ltd.

Head Office�s Address 9/9 Vipavadeerangsit Road, Talad Bangkhen, Laksi, Bangkok 10210

Company Registration No. 10254500592 dated 18th June 2002

Tel. (662) 940-8351, 940-8358

Fax. (662) 272-8744

Core Business Produce and supply CC-GRP pipes for raw water, tap water and wastewater

businesses

Other Company

Egcom Tara Company Limited

Head Office�s Address EGCO Tower, 222 Vipavadeerangsit Rd. , Tungsong hong, Laksi, Bangkok

10210

Company Registration 0105942029417

Tel. (662) 998-5000, 998-5999

Fax. (662) 955-0945

Core Business Produce and supply tap water

Registered and Paid-up Capital 345 million bath registered capital consisting of 34.5 million ordinary shares

with a par value of 10 bath/share all of which is paid up

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Annual Report 2008 109

Auditor

Mrs. Saifon Inkaew CPA Registration No.4434

East & Young Office Limited

Head Office�s Address 33rd

Floor, Lake Rajada Office Complex, 193/136-137 Rajadapisek Rd.,

Klongtoey, Bangkok 10110 (PO Box 1047, Bangkok 10501)

Tel. (662) 264-0777, 661-9190

Fax. (662) 264-0789, (662) 661-9192

Other Reference

Thailand Securities Depository Co., Ltd.

Head Office�s Address 4th and 6

th-7

th Floor, 62 Stock Exchange of Thailand Building, Rachadapisek

Rd., Klongtoey, Bangkok 10110 (PO Box 1047, Bangkok 10501)

Tel. (662) 229-2800, 654-5599

Fax. (662) 359-1259

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110 Annual Report 2008

No. Shareholder Number of Shares Percentage

1 The Provincial Waterworks Authority 668,800,000 40.20%

2 The Electricity Generating Public Company 311,443,190 18.72%

Limited (EGCO)

3 Norbax Inc.,13 168,372,100 10.12%

4 The Industrial Estate Authority of Thailand 76,000,000 4.57%

5 State Street Bank and Trust Company for 39,347,300 2.37%

London

6 Morgan Stanley & Co. International Plc. 32,954,900 1.98%

7 Thai NVDR Company Limited 30,405,350 1.83%

8 Somers (U.K.) Limited 22,313,700 1.34%

9 Aberdeen Growth Fund (Open-end Fund) 22,124,800 1.33%

10 Aberdeen Long Term Equity Fund (Open-end Fund) 16,216,400 0.97%

Total 1,663,725,149 100.00%

First 10 Major Shareholders

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Annual Report 2008 111

Dividend Payment Policy

The Company has a policy to propose to the shareholders� meeting to consider paying dividend at no less

than 30% of the net profit of the consolidated financial statements after deduction of the reserve as required by the

law and of other necessary items as the Company deems appropriate.

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112 Annual Report 2008

Eastern Water Resources Development and Management Public Company Limited had one connected

transaction in 2008 to be disclosed as required of a listed company as follows:

The Company sold raw water to six waterworks under the Provincial Waterworks Authority, namely Laem

chabang, Pattaya-Na Klue, Sriracha, Banchang, and Chonburi Waterworks and Nong Klang Dong Purification Plant,

to be used for production of water, which is used for consumption and sold to the general public, the business sector,

and Laemchabang Industrial Estate operating for supplying to the Industrial Estate in Laemchabang area . The price

was adjusted to come down to 7 Baht per cubic meter from May to December 2008. Such transaction was a normal

business transactions without trading conditions. Details are as follows:

Date of Transaction and Parties Involved

1. Dates of Transaction: May-December 2008

2. Parties involved:

Seller: Eastern Water Resources Development and Management Public Company Limited

Buyers: Provincial Waterworks Authority and Industrial Estate Authority of Thailand

Value of Transactions and Valuation Criteria

The value of transactions in the Company�s sale of raw water to six waterworks and Laemchabang Industrial

Estate at 7 Baht/m.3 during May-December 2008 amounted to 329.84 million Baht or 5.95% of its net tangible assets

as of 31 March 2008.

Details of Connected Parties

1. PWA, a shareholder of the Company held 668,800,000 shares (40.20%) of the Company as of 30 June 2008.

2. The Industrial Estate held 76,000,000 shares (4.57%) of the Company as of 30 June 2008

3. Pol. Lt. Gen. Somyot Poompanmoung was holding the position of PWA director and Company director

4. Mr. Nattachak Pattamasingh Na Ayuthaya was holding the position PWA director and Company director

5. Mr. Chakarn Saengruksawong was holding the position PWA director and Company director

6. Mrs. Monta Pranootnorapal was holding the position of the Governor of IEAT

Nature of Transactions and Connected Parties� Interest

Such transactions are considered to be a transaction prescribed in the notification of SET regarding disclosure

the information and operation of the listed company in categories of connected transactions B.E. 2546 as normal

business transactions without trading conditions. The Company requested for and was granted shareholders� approval

of such transactions in the Extraordinary General Shareholder Meeting No. 2/2008 on 25 August 2008.

Connected Transactions

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Annual Report 2008 113

1. An independent director holds less than 1 percent of all of the shares with voting rights in the Company, any of its

subsidiaries, an affiliated company, or anyone who may have a conflict of interest with the Company (including

the persons listed under Section 258 of the Securities and Exchange Act, No. 4, B.E. 2535).

2. An independent director is not related by blood or by law as a parent, a spouse, a sibling, a child, or a spouse of

a child of a Company executive member, a major shareholder, a person in control, or a person to be nominated

as an executive member of a person in control of the Company or its subsidiaries.

3. An independent director does not take part in the management of the Company, a subsidiary, an affiliated

company, a subsidiary of the same tier or a juristic person who may have a conflict of interest with the Company,

at present and during the two years period prior to the appointment as an independent director.

4. An independent director does not have any business relationship with the Company. An auditor may not be

nominated an independent director. For other professional service providers such a as a legal advisor, a financial

advisor, an asset appraiser, the value involved must not exceed 2 million Baht per year. Details of relationship

must be as defined by the SEC as follows:

A. Nature of relationship

Professional Service Relationship

1. Auditors and other professional service providers such as legal advisors, financial advisors, asset

appraisers.

2. Significant level of non-independence

- Auditor: Prohibited under any circumstance

- Others: value not exceeding 2 million Baht per year.

Trade/Business Relationship (Use the same SET�s guideline for connected transaction)

- Nature of relationship: Covering all types of business items, i.e. normal transactions; renting/renting

out immovable property; items relating to service assets; and items about providing or receiving

financial assistance.

- Significant level of non-independence: Items value exceeding or equal to 20 million Baht, or

exceeding or equal to 3% of net tangible assets, whichever is lower.

B. In the case of the relationship under A. with a juristic person, major shareholders and directors (except

independent directors/ audit committee members) are deemed non-independent.

C. Relationship under A and B is prohibited at present and two years prior to the appointment.

Definition of Independent Director

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114 Annual Report 2008

Activities in 2008

Personnel

As of 30 September 2008, there were 137 employees with 135 being permanent employees, and 2 being

employees on contracts. Of the 135 permanent staff, 10 were executive members.

Human Resource Development Policy

The Company�s vision is �to be a leader in valued water management for sustainable economic and social

progress�. Moreover, one of the Company�s strategies is to be a learning organization that emphasizes continuous

development. It is apparent that the Company gives significance to human resource development and aims at

developing its employees to their full potential by enhancing their knowledge and competence, promoting their

career advancement, and offering them appropriate compensation. Other measures include improvement of quality

of life and environment and integrated enterprise system development.

In addition to providing training, the Company�s personnel development scheme includes in-company learning

and overseas study trips to expand their world view and apply what they learn from the trips to further develop their

work. This is because the Company realizes that employees are valued assets and a key driving force that helps the

Company to achieve its business goals. The Company therefore has made it a policy to support personnel development

at all levels. This means general work skills as well as specialized knowledge and technology required for different

aspects of work. Emphasis is also placed on development of work behavior, which is a core competency, to be

consistent with the Company�s vision, mission, and corporate value.

The Company has spent 14.70 million Baht, or 0.7% of the Company�s total revenue, on promotion and

support of personnel development in various aspects as follows:

1. A budget has been allocated for internal training, external training by sending employees to attend

training programs of reputable institutions, and continued learning for work skills/management skills

development for employees at all levels on a continuous basis.

2. Management Development Program, organized jointly with Sasin Graduate Institute of Business

Administration of Chulalongkorn University, for executive members� competency development with

respect to business, finance, marketing, and organization management to ensure their management

professionalism to cope with the growth of the Company.

3. On going English training programs for employees at the mid-management level, including Presentation

Skills development.

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Annual Report 2008 115

4. �The 7 Habits of Highly Effective People� Program has been organized for employees at all levels so that

they will have understanding and effective work behavior, and achieve their work goals.

5. Information Technology Training Program has been organized for employees to be prepared for

information systems and technological advancement.

6. Training and dissemination of news on quality, environment, and occupational health and safety, Labor

Protection Act (No. 2) B.E. 2551 in compliance with the law and regulations and in line with its quality

standards.

7. Promotion and support are given to employees to learn and acquire knowledge on their own to increase

their competencies and work efficiency.

8. Training and other activities are organized to promote internal team work in line with East Water�s corporate

value.

Water Management Capacity Increase

Water management must continue to respond to the increase in water users in all sectors. Water consumption

in 2009 is expected to increase by more than 5%. Water distribution in Rayong Province has been already at a high

efficiency level due to the Dokkrai, Nong Plalai, and Khlong Yai reservoirs contained water to their full capacity.

However, in Chonburi Province, water management capacity was increased by pumping about 10 million cubic

meters water from the Bangpakong River to Bang Phra Reservoir to be used during the dry season. Another 3 million

cubic meters of water was pumped to Company�s water reserve pond at Phanatnikhom District in Chonburi Province

to be used in Chachoengsao Province during the drought. Moreover, agreements were made to buy 6 million cubic

meters of water from other private entities to be distributed in Chonburi and Chachoengsao Provinces. Such capacity

increase also benefited Rayong Province as it was possible to decrease the volume of water pumped and diverted to

Chonburi Province by 30% when compared to the previous year.

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116 Annual Report 2008

Special Projects

With its extensive experience in water management and a team of engineering experts, the Company had

an integrated water management business development plan that could respond to the diverse and comprehensive

demands of customers in the household and industrial sectors. Foreseeing an imminent energy cost increase, the

Company conducted a feasibility study on investment in the energy business, in particular, the alternative energy

business, to increase sources of revenue and reduce the dependence on sales of water as the main source of

income. Studies were also conducted on investment opportunities in other countries such as Vietnam, China,

India, Laos and other countries with potential for water and alternative energy businesses.

Customer Relationship Management

Service Excellence

In 2008, East Water did not only change its corporate identity but also modified its management structure.

The Sales and Marketing Division was established under the Marketing Communications Department to focus on

reaching out to customers and strengthen the relationship with them, because the Company believed that

understanding and participation would result in good relationships, business strength, and customers� confidence

in the brand East Water.

A Customer Service Team (CST) was established consisting of personnel from sales, operations and

planning departments. The CST will listen to, follow up, rectify and manage customers� problems systematically

and efficiently. Moreover, there were other activities to build up good relationships with customers and follows:

An annual event to thank water users

was held to allow the Company�s management to meet

all water users and keep them informed of the

Company�s activities.

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Annual Report 2008 117

Anniversary celebration events of various agencies

such as the Irrigation Department, Provincial

Waterworks Authority, Industrial Estate Authority of

Thailand, and Hemarat Land Development Public

Company Limited

Joint activities with customers for improvement of quality of life and the environment

Social functions with executives of

water users

were organized to allow top

management of both sides to meet

and share their views and

recommendations. These events

provided opportunities for

business expansion and opened

up direct communication

channels between top

management.

• Beautiful Canal, Clean Water and Care for the

Environment Program to promote the use of

microorganisms for community wastewater treatment

in the Laem Chabang Municipality.

• The Green Hospital Project with Queen Sirikit Hospital

to promote planting of trees and economical use of

natural resources

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118 Annual Report 2008

Quality of Life and Environment

Community engagement high on agenda

Participation of the public sector and the community was the key factors behind the success of the Company�s

quality of life and environment development program.

Clean Water for the Community Project

In recognition of value of water resources and in an effort to mitigate the difficulty faced by the community, East Water

has organized the following activities:

• Digging the Dokkrai community weir in Rayong Province. The objective of this project was to increase its

storage capacity. This activity allows more than 150 households or 700 people to in the community to

benefit from the weir.

Young Leaders� Camp and Scholarships

East Water has a policy to place emphasis on education of youths in its operating areas, believing that they strengthen

their local communities in the future. In view of this, in 2008 the �Young Leaders Camp for Conservation of Water

Resources and Environment� Project was initiated, starting with Rayong Province. Mr. Chitpong Rittiprasat, the

Governor of Rayong Province was invited to be the Chairman of the project. A total of 360 teachers and students

from 60 schools in Education Area 1 and Area 2 participated in the program. Each of the students attending this

camp received a scholarship of 10,000 Baht, presented to them on the EWG Family Day in Rayong Province. The

event was attended by over 800 guests including chiefs of government agencies, teachers and parents/guardians

who extended their best wishes for the success of the program.

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Annual Report 2008 119

• Providing over 120,000 cups of

water

in support of activities for public

benefits organized by various

agencies/organizations.

• Drinking water mobile units

to provide drinking water to communities

experiencing shortages of clean water.

• Offering 333 reversed osmosis water dispensing

machines to government agencies and foundations.

This is an ongoing program.

• Offering water containers to the community.

One hundred 2,000-liter tanks were given to schools,

temples, and communities in 54 locations to alleviate

the problem of shortage of clean water for

consumption and to store water for the dry season.

In addition to the above mentioned programs, East Water also provides support to quality of life development activities

organized by customers, government agencies, or charity organizations such as the landscape improvement project

�Rak Thang � Rak Thin� of the Rural Highway Department in Rayong province. We also support sports and traditional

activities organized by local communities in Rayong, Chonburi and Chachoengsao Provinces.

• Digging out hyacinth in the Nakhon Nuang Khet Canal

in Chachoengsao Province.

This was a program to revive the water condition and

lessen the problem of wastewater flowing to Tha Khai

Watergate and eventually to the Bangpakong River.

The project also allows local residents to make full

use of water transport.

Page 120: EASTW : Annual Report 2008 EN (oct2007-sep2008)