thai wah starch annual report 2014

General Information 37

Major Shareholders 38

Dividend Payment Policy 39

Management 40

Corporate Governance 48

Corporate Social Responsibility 62

Anti-Fraud Policy 67

Internal Control and Risk Management 68

Opinion of the Board of the Directors on the Companyûs

Internal Control 71

Report of the Audit Committee 72

Board of the Directorsû Responsibilities for the Companyûs

Financial Statements 74

Auditorûs Report and Financial Statements 76

Related Party Transactions 123

References 126

CONTENT

Message from Management 3

Financial Highlights 5

Management Discussion and Analysis (MD&A) 8

Board of Directors 12

Details of Position of Directors and Executives 19

Abbreviation 20

Policy and Business Overview 21

Subsidiaries and Related companies in which

the Company has shareholding exceeding 10 percent 24

Nature of the Business 29

Risk Factors 34

T H A I W A H S T A R C H P U B L I C C O M P A N Y L I M I T E D 3

Message from Management

was mainly due to an increase in the sales volume of

both tapioca starch and glucose products. The net profit

from its business in Vietnam was Baht 104 million,

increased by 35 percent, which was due to an increase

in sales, coupled with efficiently managing its manufacturing

cost and consumption of energy, which led to a decrease

in the overall costs. In 2015, the Company plans to

expand the glucose production capacity in order to

support the customer’s increasing demand for glucose

in food industry resulting from the economic growth and

the increase in population in Vietnam.

In order to support its policy on expanding the customer

base, improving production capacity is one of the

Company’s core missions. In 2014, the expansion of the

production capacity for the tapioca starch plant in

Kalasin, Thailand was completed. The Company’s future

plan in 2015 is to expand its manufacturing plants in

Udon Thani and Nakhon Ratchasima, Thailand, which is

part of its long-term project for production expansion in

both local and ASEAN region. In the meantime the

Company is still looking for opportunities to invest in

other products related to tapioca starch in order to add

value to its existing products and to strengthen its

business at all time.

In addition to focusing on business development, the

Company also recognises the importance of operating

business with awareness of environmental conservation

and social responsibility. The installation of the biogas

system at the Company’s plant in Nakhon Ratchasima

was completed in November 2014. The biogas system

at the Company’s plants in Udon Thani and Kalasin

received an excellence award for alternative energy

granted by the Ministry of Energy in 2014. The Company

also organises training and farming demonstration

course for tapioca farmers to join in order to improve

their skills and technique, which could consequently

bring about better earnings. The Company also supports

In 2014, the price of tapioca starch constantly decreased

in the global market due to a significant decrease in the

prices of corn starch and potato starch which are

substitute for tapioca starch. The recovery of the world’s

economy remained unsteady which directly affected the

operators in tapioca industry. However, in light of our

long experience in this industry, the Company was able

to cope well with these unpredictable factors and

continued to improve. In 2014, the Company’s sales

amounted to Baht 4,074 million, an increase of 21

percent. It was the first time that the Company’s sales

reached such a remarkable figure at Baht 4,000 million.

2014 was a phenomenon year for the Company’s sales.

The net profit was Baht 282 million, an increase of 12

percent from the previous year.

With the aim of enhancing sustainable growth, the

Company continues to focus on expanding its customer

base in international market especially in China where

the demand for tapioca starch was growing in various

industries. In 2014, the Company’s exports to China

increased by 84 percent. As a result, the sales in the

tapioca starch business for Thailand market increased

by 24 percent, even though the market price had

dropped by 8 percent. Good quality, punctual delivery

and integrity are at all times the key elements of the

Company’s business, which makes the customers trust in

the Company’s products. On the basis that quality control

is managed at every stage of the manufacturing and

packaging process, the Company’s products have been

awarded with international standardisation recognition

in Asia. The Company commits itself to continuously improve

the business to meet the international standardisation in

order to open up new market opportunities.

In 2014, the Company’s business in Vietnam posted

excellent performance, both for tapioca starch and glucose

businesses. The sales were Baht 859 million, increased

by 12 percent as compared to the previous year, which

4 A n n u a l R e p o r t 2 0 1 4

Ms. Pinyada Viriya Mr. Umnad Sukprasongphol

Chairman of the Board Joint Managing Director

the improvement in the quality of life in various aspects

for nearby communities such as education, sports and

public health for the strength and sustainability of those

communities.

Looking forward to 2015, the Company predicts that

many factors may directly affect its business. For

example, there may be no increase in the selling price

of tapioca starch on the basis that the global market

price tends to remain sluggish. The costs of raw materials

may increase due to the government policy that attempts

to maintain the price stability in favour of tapioca

farmers, combined with growing demand for fresh

tapioca roots in other related industries. Drought may

also have an impact on the volume of the products.

However, there remain some positive factors such as

the tendency for the Thai Baht to weaken, which will

enhance the Company’s price competitiveness in the

world’s market. Management are confident that the

Company will be able to deal with such situations well,

considering its readiness and long-term experience

in this industry. The Company’s strength in export

business is a supplement as the Company sees great

opportunity in the foreign markets, in particular, China.

China is a large market with buoyant demand for

tapioca starch in the segment of food industry. The

Company aims to continuously open new markets and

maintain the existing customer base in an attempt to

boost the rapid growth of the business.

The Board of Directors of the Company has resolved to

propose the payment of dividends for the year 2014 at

the rate of Baht 2 per share, representing a dividend

pay-out rate of 65 percent against the net income. The

dividend payment requires approval from the Annual

General Meeting of the shareholders to be held on April

27, 2015.

On behalf of the Board of Directors of the Company, we

would like to thank all stakeholders and business

partners for their support and confidence in us, as well

as all the employees for their devotion in performing

their duties, resulting in the Company’s constant success.

We commit ourselves to improving our capacity in all

aspects and doing business based on the principle of

corporate governance to ensure the sustainable growth.


Information from Consolidated Financial Statement (Unit : Million Baht)

2014 2013 2012

Total current assets 1,594 1,580 1,455

Total non-current assets 1,188 1,044 967

Total assets 2,782 2,624 2,422

Total current liabilities 236 222 180

Total non-current liabilities 109 82 73

Total liabilities 345 304 253

Total shareholders’ equity 2,437 2,320 2,169

Sales 4,074 3,362 3,582

Dividend income 5 4 3

Gain on debt restructuring - - 16

Share of gain from investment in associated companies - - 11

Total revenues 4,154 3,451 3,683

Reversal of an impairment loss for investment property - - 19

Cost of sales 3,396 2,784 2,916

Total expenses 3,793 3,124 3,310

Operating profit 356 323 338

EBITDA 409 361 417

Earnings before finance cost and income tax expense 361 327 392

Finance cost 3 2 -

Income tax expense 76 74 83

Net profit for the year 282 251 309

Net profit attributable to non-controlling interest 38 32 33

Net profit attributable to equity holders of the Company 244 219 276

Other information

Earnings Per Share (Baht) 3.10 2.79 3.52

Dividend Per Share (Baht) *2.00 2.00 1.00

Book Value Per Share (Baht) 31.02 29.54 27.62

Remark : * At the time of prining this report, a Baht 2 per share final dividend had been proposed by the Board of Directors but had not

been approved by the Annual General Meeting

Financial Highlights

6 A n n u a l R e p o r t 2 0 1 4

Financial Ratios

2014 2013 2012

Profitability ratio

Gross profit margin (%) 17 17 19

Operating profit ratio (%) 9 10 9

Other income ratio (%) 0.13 0.12 1.47

Cash to operating profit ratio (%) 82 49 88

Return on total revenue (%) 7 7 8

Return on total equity (%) 12 11 15

Efficiency ratio

Return on total assets (%) 10 10 13

Return on fixed assets ratio (%) 52 54 85

Assets turnover ratio (times) 1.54 1.37 1.56

Liquidity ratio

Liquidity ratio (times) 7 7 8

Quick liquidity ratio (times) 5 5 6

Cash flow liquidity ratio (times) 1.28 0.79 1.23

Average collection period (day) 34 35 36

Average sale period (day) 35 39 31

Average payment period (day) 3 4 4

Cash cycle (day) 65 71 63

Financial policy ratio

Debts to equity ratio (times) 0.14 0.13 0.12

Interest coverage ratio (times) 129 154 868

Repayment ability ratio (cash basis) (times) 0.79 0.60 1.12

Dividend payment ratio (%) 65 72 28


Sales Revenue (Unit : Million Baht)

Sales Portion of the Companies in Thailand

Statements of Financial Position

Asset Working capital Other asset Property, Plant and equipment

2,906

2014 2013 2012

676 3,362

81%

19%

77%

23%

3,582

2,597

765

4,074

79%

21%

3,215

859

(Unit : Million Baht)

3,000

4,000

3,000

2,000

1,000

0

2014 2013 2012

Domestic sales

Export sales

74%

26%

Total 2,906 Million Baht



78%

22%

80%

20%

Sales of the company in Vietnam Sales of the company in Thailand

5,000

2,500

2,000

1,500

1,000

500

0

Liabilities and equity Loan and accrued interest Account payables and other liabilities Total equity

2014 2013 2012

Asset Liabilities and equity



476

2,169

537

1,409

253

572

2,320

521

1,531

269 35

701

2,436

537

1,544

293 53


8 A n n u a l R e p o r t 2 0 1 4

Management Discussion and Analysis (MD&A)

Overview of operations

2014 was another year of the Company’s remarkable

achievement. Our sales amounted to Baht 4,074 million,

increasing by 21% compared to the previous year. That

was due to our successful business expansion in China,

which is a major importer of Thailand’s tapioca starch.

In 2014, the growth rate of our sales volume in China

was 84%. However, we faced a drop of 8% in the

export price of tapioca starch, resulting from the

decrease in the world’s market price of maize starch

and potato starch, which are substitute for tapioca

starch. The depreciation of the Baht in 2014 constituted

a positive factor that softened the impact of the price

drop. Another positive factor was a decrease of 3% in

the prices of raw materials, which was due to a larger

influx of fresh tapioca roots in the market than the

previous year. In the absence of the government’s price

intervention policy, the price of fresh tapioca roots

varied according to market mechanism.

One of the Company’s core policies is to recognise the

importance of production efficiency and product quality.

Regular improvements of production efficiency ensure

the constant quality of products, increase the quantity of

products and assure the continuity of production

capacity during the manufacturing season. In 2014, the

Company’s operations were not affected by drought

and, therefore, our manufacturing procedure could

uninterruptedly operate. Our efficient management and

use of manufacturing resources resulted in a decrease

in the overall costs of manufacturing.

The Company’s net income was Baht 282 million,

increasing by 12% compared to the previous year. An

operating profit amounted to Baht 356 million. In spite of

the price drop in the world’s market for tapioca starch,

we were able to maintain a gross profit margin at the

same level as the last year, i.e. 17%.

A summary of performance of our companies in Thailand

and Vietnam can be illustrated below:

Operating results in Thailand The Company’s sales revenue was Baht 3,215 million,

an increase of 24% compared to the previous year. That

was due to our expansion of export market, especially in

China in which the consumer’s potential remained strong.

China’s imports of tapioca starch in 2014 increased from

2013 by 25%. The selling price of exported tapioca starch

dropped by 8% compared to the previous year. However,

the weakening of the Baht in 2014 partially compensated

such a decrease. Excellent production efficiency and the

decrease in the costs of raw materials enabled the

Company to maintain an operating profit of Baht 220

million, which was close to the previous year’s amount.

Operating results in Vietnam Tay Ninh Tapioca Joint Stock Company had sales

revenue of Baht 859 million, an increase of 12%

compared to the previous year. This was due to an 18%

increase in the sales volume of glucose and tapioca

starch products, although the selling price of glucose

and tapioca starch dropped by 6% and 11%, respectively.

However, since price competition is intensified, the

selling price of glucose decrease according to the

market. An operating profit of our company in Vietnam

Sales Operating Profit

Unit : Million Baht

Total : 4,074 million Baht

Vietnam Thailand

Total : 356 million Baht

220 62%

136 38%

3,215

859

79%

21%


was Baht 136 million, an increase of Baht 32 million

or 31% compared to the previous year. That was mainly

due to an increase in the sales volume, coupled with

the use of biogas that led to a decrease in the costs of

manufacturing. Consequently, our Company had an

increase in the gross profit margin.

Financial position of the Company Assets As at 31 December 2014, the Company had total assets

of Baht 2,782 million, which consisted of the following

key components: cash and cash equivalent of Baht 745

million (accounting for 27%), trade accounts receivable

and other receivable of Baht 410 million (accounting for

15%), inventory of Baht 391 million (accounting for

14%), and property, plant, equipment and investment

property of Baht 882 million (accounting for 32%).

Total assets increased from the previous year by Baht

158 million or 6%, which was mainly due to a Baht 129

million increase in capital expenditure relating to the

capacity expansion and investing in biogas system.

ë Cash and cash equivalent The Company’s balance of cash and cash

equivalents as at 31 December 2014 was Baht 745

million, which consisted of cash held by Thai Wah

Starch Public Company Limited and its subsidiaries.

The starch business requires an adequate amount of

cash to be used as working capital during the

manufacturing season

ë Trade accounts receivable and other receivable Most trade accounts receivable were sett led

according to the normal credit term. The average

debt collection period was 34 days, which were

close to the previous year. The Company recorded

the allowance for doubtful accounts which might be

occurred for some customers in accordance to the

financial reporting standard.

ë Inventory Finished products and raw material accounted for

83% of the inventory. The turnover period of inventory

was approximately 35 days. As at 31 December 2014,

the Company recorded an allowance for stock

obsolescence of Baht 9.5 million in accordance to

the financial reporting standard.

ë Capital expenditure Property, plant and equipment was Baht 701 million,

increased from the previous year by Baht 129 million

or 23%. The increase was mainly due to the

investing in capacity expansion at the Company’s

factory in Kalasin, which was completed in 2014.

There were also the investing in biogas system at

the factory in Nakorn Ratchasima, which was under

the test-run stage. The capital expenditure was

supported by the Company’s cash balance.

Source of funds As at 31 December 2014, the Company’s debt to equity

ratio was 0.14 times, which was close to the previous

year. The interest coverage ratio was 129 times indicated

that the Company’s cash flow from operating activities

was greater than the interest payments. Liabilities

relating to the Company’s ordinary business formed a

major part of total liabilities. They consisted of the

following: trade accounts payable and other accounts

payable accounting for 47%, provisions for employees’

benefits according to Accounting Standard No.19

accounting for 17%, and loans granted to the

subsidiaries from financial institutions accounting for

15%. Total liabilities increased by Baht 42 million from

the previous year, which was mainly due to an increase

in loans granted to the subsidiaries in Vietnam to invest

in the capacity expansion and biomass system. The

shareholders’ equity was Baht 2,436 million, an increase

of Baht 116 million from the previous year, which was

mainly due to an increase in net income in 2014, offset

with dividends paid by the Company and its subsidiaries.

10 A n n u a l R e p o r t 2 0 1 4

Liquidity Cash flow The Company’s cash flow received from operating

activities was Baht 294 million, in which the operating

profit was Baht 356 million. The difference of Baht 62

million resulted largely from the increase in accounts

receivable and corporate tax payment. The net cash

flow used in investing activities of Baht 147 million

constituted cash payments to acquire assets for the

capacity expansion and the biogas systems. The net

cash flow used in financing activities was Baht 168

million, which was mainly due to the dividends paid by

the Company and its subsidiaries, net of the receipt and

repayment of loans by its subsidiaries during the period.

The Company had cash balance of Baht 745 million as

at 31 December 2014 for use to support its operations

in the following year

Key liquidity ratio The liquidity ratio and the quick ratio as at 31 December

2014 were 7 times and 5 times, respectively, which was

as same as the previous year. These figures indicated

that the Company has maintained high liquidity and a

stable financial position.

Commitments and contingent liabilities The Company had commitments and contingent

liabilities of Baht 148 million. The additional details were

referred to the Notes to Financial Statement no. 29 of

the 2014 financial report.

Key factors in the Companyûs operating results or financial position in the future A recent survey was conducted by four associations

(i.e. the Thai Tapioca Trade Association, the Thai

Tapioca Products Association, the North Eastern Tapioca

Trade Association and the Thai Tapioca Starch

Association) in collaboration with the Office of Agricultural

Economics, the Department of Agricultural Extension, an

affiliate of the Ministry of Agriculture and Co-operatives.

The survey forecasted an influx of 31.2 million tons of

fresh tapioca roots in the 2014/2015 manufacturing

season, which increased by 3.35% from the 2013/2014

season. However, there is a high possibility that the

crop production in 2015 may be affected by drought,

which threatened to happen from late 2014. Climate

change and an outbreak of pests constitute additional

factors that require close monitoring and analysis.

The price of tapioca starch in the export market is

expected to remain modest because the world’s market

tends to stay sluggish. However, the Baht’s tendency to

depreciate will enhance our price competitiveness in the

global market.

Fluctuations in the foreign exchange rate continue to be

a risk factor in the Company’s business on the basis that

the proceeds of exports in US dollars are the main

source of our revenue. To hedge against the foreign

exchange rate risk, the Company exercised its discretion

to execute the hedging contracts as appropriate.

12 A n n u a l R e p o r t 2 0 1 4

Ms. Pinyada Viriya* Chairman 41 Years

Date of first appointment : August 9, 2007

Highest Educational Background/ Director Cetificate Program • Master of Accouting, Chulalongkorn University

• Certified Public Accountant of Thailand

• Anti-Corruption for Executive Program (ACEP 10/2014),

Thai Institute of Directors Association (IOD)

• New Role of the Chairman under Globalization - 2012,


• Director Accreditation Program (DAP) - Class 70/2008,


Percentage of Shareholding in the Company • 0.14% (108,700 Shares)

Family Relation between Management • No relation

Working Experiences for the Past 5 years In Listed Companies

Present

• Chairman

Joint Managing Director (Corporate & Finance)

Nomination and Remuneration Committee Member

Thai Wah Starch Public Company Limited

2003-2011

• Financial Controller

Thai Wah Food Products Public Company Limited

In Non-Listed Companies

Present

• Director

Subsidiaries and associated companies of


Board of Directors As at 31 December 2014

Mr. Umnad Sukprasongphol* Director 51 Years

Date of first appointment : April 26, 2012

Highest Educational Background/ Director Cetificate Program • Master of Business Administration,

Central State University

(Current name is University of Central Oklahoma)

• Director Certification Program (DCP) - Class 15/2011,





Present

• Director

Joint Managing Director (Business Operation)



Present

• Director



• Secretary General - Board of Executive Comittee

The Thai Tapioca Trade Association (TTTA)


Ms. Tawiratt Narasuj Independent Director 39 Years


Highest Educational Background/ Director Cetificate Program • Bachelor of Accounting, Chulalongkorn University

• Director Accreditation Program (DAP) - Class 70/2008,


Percentage of Shareholding in the Company • None



Present

• Independent Director

Audit Committee Chairman


• Accounting Manager

Thaicom Public Company Limited


2009-2011

• Accounting and Finance Manager

Fujitsu Systems Business (Thailand) Limited

2007-2009

• Accounting and Finance Manager

True Fitness Company Limited

Mr. Somchai Towiwat Independent Director 59 Years



Thammasat University




Present


Audit Commitee Member

Nomination and Remuneration Committee Chairman



1989-Present

• Managing Director

Artivat Company Limited

14 A n n u a l R e p o r t 2 0 1 4

Mr. Teerawut Charoensuk Independent Director 46 Years

Date of first appointment : June 18, 2007


Chulalongkorn University

• Internal Control over Financial Reporting,

The Stock Exchange of Thailand




Present


Audit Committee Member

Nomination and Remuneration Committee Member



Present

• Director of Engineering Division

Industrial Estate Authority of Thailand

2008-2014

• Enginer 8

Industrial Estate Authority of Thailand

Ms. Sirivan Skulkerevathana* Director 58 Years



Indiana University, USA

• Director Accrediation Program (DAP) - Class 80/2009,





Present

• Director

Senior Assistant Vice President - Finance


• Director



2008-2012

• Senior Assistant Vice President - Finance

Company Secretary

Laguna Resorts & Hotels Public Company Limited


Present

• Director

Platinum Enterprise Limited

• Director

Tay Ninh Tapioca Joint Stock Company

2009-2014

• Director

Tapioca Starch Limited

2001-2012

• Director

Certain related companies of



Mr. Ariel P Vera* Director 62 Years



National University of Singapore

• Bachelor of Science in Business Administration,

University of the East, Philippines

• Certified Public Accountant of Philippines




Present

• Non Executive Director






1997-2013

• Director



Present

• Non-Independent and Non-Executive Director

Banyan Tree Holdings Limited

• Director

ICD (HK) Limited

1994-2014

• Director



1995-2014

• Chairman/Director



Mr. Thawan Petchlawlian* Director 36 Years


Highest Educational Background/ Director Cetificate Program • Bachelor of Accounting, Kasetsart University

• Risk Management Committee (RM) - Class 3/2014,


• Role of the Nomination and Governance Committee

(NGC) - Class 1/2011,


• Director Accrediation Program (DAP) - Class 70/2008,


Percentage of Shareholding in the Company • 0.00% (100 Shares)



Present

• Director


• Financial Controller


2009-2012

• Joint Managing Director (Corporate and Finance)

Universal Starch Public Company Limited**

2007-2009

• Senior Accounting Manager



2007-2012

• Director

Subsidiaries and Associated Companies of


16 A n n u a l R e p o r t 2 0 1 4

Ms. Manee Lueprasert* Director 49 Years



Thammasat University

• Anti-Corruption : The Practical Guide (ACPG 11/2014),


• Corporate Secretary Development Program,

Thai Listed Companies Association

• Fundamental Practice for Corporate Secretary (FPCS 18),

Thai Listed Companies Association and Thai Company

Secretary Club




Present

• Director

Senior Finance Manager

Company Secretary



Present

• Director




5 Mr. Chalermkeit Chalermpronkit Senior Operation Manager 46 Years


Highest Educational Background/ Director Cetificate Program • Bachelor Degree in Business Administration,

Sukhothai Thammathirat Open University




Present

• Senior Operation Manager



1997-2013

• General Director/Sales & Marketing Manager

Tay Ninh Tapioca Company Limited***

1 Ms. Pinyada Viriya Joint Managing Director (Corporate & Finance)

2 Mr. Umnad Sukprasongphol Joint Managing Director (Business Operation) Profile as showm in the section of

3 Ms. Sirivan Skulkerevathana “Board of Directors as at 31 December 2014”


4 Ms. Manee Lueprasert Senior Finance Manager and Company Secretary

Management and Company Secretary as at 31 December 2014

6 Chainarong Chimchan Senior IT Manager 50 Years

Date of first appointment : May 2, 2013

Highest Educational Background/ Director Cetificate Program • Bachelor Degree in Computer,

Chandrakasem Rajabhat University




Present

• Senior IT Manager


1997-2013

• Senior Manager - Technical support



None

18 A n n u a l R e p o r t 2 0 1 4

7 Ms. Dhitirat Makepoowadol Senior Account Manager 45 Years

Date of first appointment : January 4. 2010

Highest Educational Background/ Director Cetificate Program • Master of Accounting, Chulalongkorn University

• Executive Financial Management,

The Faculty of Economics - Chulalongkorn University

• CFO Certificate Program 15,

Federation of Accounting Professions under the Royal

Patronage of His Majesty The King




Present

• Senior Accounting Manager


2010-2013

• Accounting Manager



Present

• Chairperson of Supervisory Board

Tay Ninh Tapioca Joint Stock Company

Remark :

* Authorized directors of the Company according to the Affidavit

** Current name is Thai Wah Starch Public Company Limited

*** Renamed to Tay Ninh Tapioca Joint Stock Company


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20 A n n u a l R e p o r t 2 0 1 4

Abbreviation Full Name

ADP Architrave Design & Planning Company Limited

BPT Bangpakong Turakij Company Limited

BT5 Bang Thao (5) Company Limited

BT6 Bang Thao (6) Company Limited

CSL Chiang Saen Land Company Limited

DI DI Company Limited

MCL Mae Chan Land Company Limited

MHSL Mae Hong Son Land Development Limited

MJ Mae Joe Land Company Limited

PNR Phang Nga Resorts Limited

TMS Thai Modified Starch Company Limited

TN Thai Nam Tapioca Company Limited

TN1 Thai Nam Tapioca (1) Company Limited

TNT Tay Ninh Tapioca Joint Stock Company

TOC Thai Ongkarak Company Limited

TRL Tropical Resorts Limited

TS1989 Thai Sin Tapioca (1989) Company Limited

TTL Tha Thungna Land Company Limited

TW6 Thai Wah (6) Company Limited

TWAS Thai Wah Alpha Starch Company Limited

TWRF Thai Wah Rice Flour Company Limited

TWRL Thai Wah Realty Limited

TWS Thai Wah Starch Public Company Limited

Abbreviation


Background Thai Wah Starch Public Company Limited (originally

known as Thai Wah Co., Ltd.) (the “Company”) was

incorporated in Thailand on February 26, 1947 to

initially export minerals to the US and Europe prior to

expanding into an agribusiness. In 1952, the Company

started producing and exporting tapioca starch by

setting up the first tapioca starch factory with the most

sophisticated machines and production process in

Chonburi Province. As the production kept expanding,

the firm finally opened several large and highly sophisticated

factories producing tapioca starch in the northeastern

region of Thailand. Its “Rose Brand” tapioca starch is

widely known as a quality product and highly recognized

by international customers. The Company was also the

first to start producing alpha starch in Thailand. At present,

the factory, which is located at Nakhon Ratchasima

Province, is operated by Thai Wah Alpha Starch Company

Limited and produces alpha starch which is widely used

in the industries of aquatic animal feeds, mosquito

repellent, incense and packaging.

On December 16, 1985 the Company was approved for

listing in the Stock Exchange of Thailand (SET).

Subsequently, in early 1993, the Company expanded

the business by investing in the ordinary shares of


(“LRH”) and Thai Wah Food Products Public Company

Limited (“TWFP”) for a total of 17. 7 per cent and 42.1

per cent, respectively. However, in 2011, the Company

transferred its ordinary shares in LRH and TWFP as a

means of debt repayments to the creditors. As a result

of those share transfers, the Company’s shareholding in

LRH and TWFP was reduced to 2.1 per cent and 5.0

per cent of the total paid-up capital of each company,

respectively

In 1994, the Company started expanding its production

base to Vietnam by collaborating with a Vietnamese

state-owned enterprise to set up Tay Ninh Tapioca Joint

Stock Company (“TNT”), a joint venture company in

which it holds 70 per cent stake to produce tapioca

Policy and Business Overview

starch for domestic and export sales. In October 2000,

TNT JSC officially unveiled its glucose factory to

produce glucose, a product derived from tapioca starch,

thanks largely to demands from Vietnam’s booming

economy.

In October 2007, the Company’s Extraordinary General

Meeting of Shareholders resolved to change the Company’s

name to “Universal Starch Public Company Limited” to

reflect its main business of producing and distributing

tapioca starch to customers worldwide. However, due to

its long-established reputation over more than 60 years

for producing a variety of quality tapioca products,

traditionally under the name “Thai Wah” especially in

relation to tapioca starch which is its main product,

although the name was changed to Universal Starch

Public Company Limited, customers were still looking

for tapioca starch under the name “Thai Wah”.

Therefore, the Company decided to change its name

once again to “Thai Wah Starch Public Company

Limited” pursuant to the resolution approved at the 2013

Annual General Meeting of Shareholders. The new

name effectively reflects the Company’s high-quality

tapioca starch products.

Leader in Quality Products Vision To be the leader in manufacturing and exporting of

good quality tapioca starch in the ASEAN region

Mission To produce good quality products and to deliver in a

timely manner in order to meet our customers’

expectations

Thai Wah Starch Public Company Limited is a leader in

the production and export of quality tapioca starch in

Asean. The business extends to cover production and

export of tapioca-based products; namely, sago (or

tapioca pearls) and Alpha starch. The products distributed

under the “Rose Brand” trademark have been widely

recognized by domestic and overseas customers especially

in relation to its quality and on-time delivery. The Board

22 A n n u a l R e p o r t 2 0 1 4

of Directors will review and approve the Company’s

vision and mission at least once every 5 years.

Significant Events Following an official notification of the Baht float policy

on 2 July 1997, the Company was adversely affected in

the same manner as other companies in Thailand which

caused the Company’s USD loans, for working capital

and investments in its real property business purposes,

to increase after currency conversion (i.e. the original

amount of Baht 2,908 million increased to Baht 4,795

million). Considering the condition of its normal business

operations at such time, the Company could not generate

sufficient profits to pay the substantial increase in its

debts, making it necessary to file a petition for business

rehabilitation with the Central Bankruptcy Court. On 21

August 2000, the Central Bankruptcy Court issued an

order allowing the Company to enter the rehabilitation

proceedings and approved the Company’s rehabilitation

plan on 14 February 2001. Subsequently, at the same

year, the Stock Exchange of Thailand (SET) declared that

the Company had become subject to the criteria for

possible delisting because its shareholders’ equity was

negative, and prohibited the trading of the Company’s

shares until the date of its release from the delisting

criteria as well as classified its securities in the Non-

Performing Group. In 2007, the Central Bankruptcy Court

ordered the termination of the Company’s business

rehabilitation process because the time limit for

implementing the Plan had expired, but the business

rehabilitation had not yet been completed pursuant to

the Plan. However, the Company had still conducted its

core business which continuously generated an increase

in its operating revenues. Apart from this, the Company

was able to negotiate debt restructurings with most of

the creditors of the Company and fully settle its debts to

the creditors in May 2012. As a result of fully debt

settlement, the Company has no outstanding restructured

debts and is free of all legal disputes among itself and

its creditors at the moment.

Shareholding Structure of the Group The Company’s core business is to manufacture tapioca

products for local and international distribution, which is

managed by the Company itself and its subsidiaries.

The Company also invests in ordinary shares of various

companies which conduct business other than the

tapioca product business in order to diversify the

Company’s business risks. Additionally, the Company

invests in real property. A number of quality land plots

are held by the Company and its subsidiaries.

The Company’s business can be divided into three

segments as follows:

1. Agribusiness

The Company has conducted its core business of

manufacturing tapioca products for local and

international distribution for more than 50 years. This

business is managed by the Company itself and its

subsidiaries, namely Thai Nam Tapioca Company

Limited, D I Company Limited, Thai Wah Alpha Starch

Company Limited, and Tay Ninh Tapioca Joint Stock

Company. The agricultural products produced by the

Company includeed tapioca starch, alpha starch and

sago (tapioca pearls).

2. Investment in ordinary shares

The Company has invested in the ordinary shares of

Laguna Resorts & Hotels Public Company Limited,

Thai Wah Food Products Public Company Limited,

and Tropical Resort Limited and is currently holding

2.1%, 5.0%, and 19.8% of the total paid-up capital of

each company, respectively. The purpose of investing

in these non-agribusiness companies is to diversify

the Company’s business risks. By investing in such

ordinary shares, the Company expects to derive

returns in the form of dividend.

3. Investment in real property

The Company and its subsidiaries have invested in

real property by possessing many pieces of land with

great investment prospects in almost all regions of

Thailand, i.e. in the north, upper part of the northeast,

middle part, east, and west. Land investment represents

less risks than investment in other assets because

land in itself is unlikely to depreciate. The Company

expects to derive returns from a higher selling price

which is expected to increase in the future according

to the improvement in Thailand’s economy. Currently,

the Company has no development plans on such property.



Shareholding Structure as at December 31, 2014

TWS

Investment in ordinary shares

Remarks : * = Dormant

Agribusiness

DI

TWRF*

TWAS

TNT

TN

MCL

CSL

BPT

TTL

TS1989

LRH

TWFP

TRL

TMS*

ADP*

PNR

MHSL

TN1

MJ*

TW6

TWRL

BT6

TOC

BT5

Investment in real property

0.01%

99.99%

83.33%

93.93%

69.99%

70.00%

99.99%

99.99%

99.99%

99.98%

99.93%

99.93%

99.88%

94.62%

84.97%

69.95%

49.99%

99.99%

99.99%

99.99%

99.99%

99.99%

19.80%

5.02%

2.09%

24 A n n u a l R e p o r t 2 0 1 4

Subsidiaries and Related companies in which the Company has shareholding exceeding 10 percent

COMPANY

TYPE OF REGISTERED PAR PAID-UP SHAREHOLDING

BUSINESS CAPITAL VALUE CAPITAL PROPORTION

(BAHT) (BAHT/ (BAHT) (DIRECT&

SHARE) INDIRECT) (%)

Tropical Resorts Limited Resort USD 21,000,000 USD 1 USD 21,000,000 19.80

22nd Floor, Man Hing Commercial Building, investment and

79-83 Queen’s Road Central, Hong Kong development

Tel. (65) 6849 5888

Fax. (65) 6849 5713

D I Company Limited Manufacture of 10,000,000 1,000 10,000,000 99.93

21st Floor Thai Wah Tower 1 tapioca starch

21/63-64 South Sathorn Road, Tungmahamek,

Sathorn, Bangkok 10120 Thailand

Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Nam Tapioca Company Limited Manufacture of 86,600,000 100 86,600,000 70.00

21st Floor Thai Wah Tower 1 tapioca starch



Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Wah Alpha Staech Company Limited Manufacture of 18,000,000 100 18,000,000 99.99

21st Floor Thai Wah Tower 1 alpha starch



Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 02711

Thai Wah Rice Flour Company Limited Dormant 30,000,000 100 30,000,000 83.33

21st Floor Thai Wah Tower 1



Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Tay Ninh Tapioca Joint Stock Company Manufacture of USD 4,900,000 USD 4,900,000 69.99

Tan Binh Hamlet, Hoa Thanh District, of tapioca starch,

Tay Ninh Province, Vietnam glucose and

candy


COMPANY





Thai Modified Starch Company Limited Dormant 40,000,000 1,000 10,000,000 94.62




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Bang Tao (5) Company Limited Landholding 1,000,000 100 250,000 99.93




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Bang Tao (6) Company Limited Landholding 21,500,000 100 21,500,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Nam Tapioca (1) Company Limited Landholding 1,000,000 100 1,000,000 69.95




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Chiang Saen Land Company Limited Landholding 75,000,000 100 75,000,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Sin Tapioca (1989) Company Limited Landholding 5,000,000 100 5,000,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

26 A n n u a l R e p o r t 2 0 1 4

COMPANY





Mae Chan Land Company Limited Landholding 15,000,000 100 15,000,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Mae Hong Son Land Development Limited Landholding 2,000,000 100 2,000,000 84.97




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Wah (6) Company Limited Landholding 29,000,000 100 29,000,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Mae Joe Land Company Limited Landholding 3,000,000 100 3,000,000 49.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Ongkarak Company Limited Landholding 4,000,000 100 4,000,000 99.98




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Tha Thungna Land Comoany Limited Landholding 15,000,000 100 15,000,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271


COMPANY





Architrave Design & Planning Company Dormant 500,000 100 500,000 99.88

Limited




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Phang Nga Resorts Limited Landholding 1,000,000 100 1,000,000 99.93




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Bangpakong Turakij Company Limited Landholding 91,000,000 100 91,000,000 99.99




Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271

Thai Wah Realty Limited Property 100,000,000 1,000 100,000,000 99.99

21st Floor Thai Wah Tower 1 development



Tel. 66 (0) 2285 0040

Fax. 66 (0) 2285 0271


Nature of the Business

(Unit: Million Baht)

2014 2013 2012 Products/Services Revenue Revenue Revenue

Million Baht % Million Baht % Million Baht %

Agricultural business

• Tapioca Starch 3,301 79 2,659 77 3,006 82

- Thai 2,982 72 2,371 69 2,720 74

- Vietnam 319 7 288 8 286 8

• Pearl - Thai 233 6 225 6 186 5

• Glucose - Vietnam 540 13 478 14 390 10

Investment in securities

• Dividend 5 - 4 - 3 -

• Share of gain from investments in associates - - - - 11 -

Investment properties

• Rental income 9 - 7 - 6 -

Other income

• Gain on exchange 15 1 20 1 - -

• Gain on debt restructuring - - - - 16 1

• Other income 51 1 58 2 65 2

Total 4,154 100 3,451 100 3,683 100

Revenue Structure

The Company’s revenue structure of the sale and services to the third party are described as follows:-

Tapioca Starch Pearl Glucose Other income apart from agricultural

2014 2013 2012

2%

13%

6%

79%

3%

14%

6%

77%

3%

10%

5%

82%

30 A n n u a l R e p o r t 2 0 1 4

1. Agricultural Products Thai Wah Starch Public Company Limited (the Company)

and its subsidiaries has operated in agricultural products

business for over half a century and the Company

possesses expertise and experience as a true market

leader, maintaining its status as a major producer and

exporter of tapioca starch products in Thailand.

Products across its network are classified as follows:

• Tapioca starch

Tapioca starch is a product derived from cassava

roots. Apart from its direct consumption, tapioca

starch has many other uses in the food industry

such as seasoning powder (MSG) and sweetener

products, as well as uses in other industries

including paper and textile.

The Company have 4 factories for manufacturing

tapioca starch scattered among various regions

in Thailand, all having ISO 9001:2008 certification

for quality management systems, as well as GMP

(Good Manufacturing Practice), HACCP (Hazard

Analysis and Critical Control Points), HALAL and

KOSHER certifications.

In addition to its local manufacturing, the Company

also jointly invested with a state enterprise in the

Socialist Republic of Vietnam to manufacture

tapioca starch for local and international export.

This joint venture is called Tay Ninh Tapioca

Joint Stock Company (TNT) located in Tay Ninh,

Socialist Republic of Vietnam.

• Alpha Starch

Alpha Starch is a type of modified tapioca starch

using physical modification process which is

widely used in the aquatic animal feed, mosquito

repellent and metal casting industries. Thai Wah

Alpha Starch Company Limited (TWAS), a subsidiary

of the Company manufactures and distributes

alpha starch products, with the main markets

being Japan and Taiwan. Currently, TWAS has

Nature of the business

placed much importance on improvement and

development of its product quality and researching

methods for manufacturing new products to

satisfy with the market needs. Furthermore,

TWAS also has the capability to manufacture

alpha starch according to the chemical formula

requirements specific to each industry with

recognized standards. This will enable increased

exports, both in terms of volume and value.

• Sago

Sago is another food product derived from tapioca

starch, which is widely popular among consumers

both locally and in other Asian countries such as

China and Taiwan because it can be used in cooking

both savory dishes as well as desserts, thus providing

sago consumption a continually upward trend.

Currently, the Company has further developed sago

products in order to provide more variety, producing

Roselle sago as well as Pandanus sago into the

market and allowing consumers the opportunity

to select from products that are different and

new. Furthermore, new recipes were developed

for both savory and dessert dishes in order to

recommend consumers to use sago with more

variety, convenience and speed. Examples of

new recipes include boiled sago pork dumplings

instead of traditional method of steaming, tapioca

pearls mixed with coriander roots, garlic and

pepper, the jade pearls and the sea pearls, all of

which are savory dishes that use large sago

pearls for preparation.

Separately, the Company has further developed

sago products in another variation known as Tiny

Pearls that are easily cooked simply by immersing

in hot water for approximately 5 minutes. These

are suitable for using as ingredients in breakfast

dishes or mixing with sausage products to add

texture.


The Company’s factory for manufacturing

sago products has been awarded ISO 9001

certification for quality management systems,

GMP (Good Manufacturing Practice), HACCP

(Hazard Analysis Critical Control Points), and

HALAL certification, which can assure customers

of the Company’s product quality.

• Glucose Syrup

Glucose syrup is a type of product made from

hydrolysis of starch with the characteristic of

vicious sticky, slightly sweet and colorless. It is

used as an ingredient in many food products

such as candy, toffees, jam, juice powder, ice

cream, creamer and other beverages, which

are manufactured by TNT, a subsidiary of the

Company located in Tay Ninh, Socialist Republic

of Vietnam. TNT’s glucose product are widely

recognized and trusted by consumers for its

quality and product standard. Furthermore the

factory has been awarded ISO 9001 for quality

management systems, HACCP (Hazard Analysis

Critical Control Points), HALAL certification and

FSSC 22000 (Food Safety System Certification

22000) which is for certification of food safety

systems during the manufacturing process.

• Tapioca Chips and Tapioca Pellets

Tapioca chips and tapioca Pellets are another

variety of products derived from tapioca starch

which serves as ingredients in animal feed as

well as raw materials in the manufacturing of

alcohol and citric acid.

2. Investment in Ordinary shares The Company has invested in ordinary shares of

Laguna Resorts and Hotels Public Company Limited

(LRH), Thai Wah Food Products Public Company

Limited (TWFP) and Tropical Resort Limited (TRL),

with its current shareholdings at 2.1%, 5.0% and

19.8% of the total paid-up capital of each company,

respectively. Such investments represent the investment

in ordinary shares of other companies that operate in

businesses other than agricultural product business

in order to mitigate business risk and allowing the

Company to receive return on investment in the form

of dividend payments.

3. Investment in property The Company and its subsidiaries invested in

property, holding investment quality land dispersed

in various regions including the Northern, upper part

of the Northeast, Central, Eastern and Western parts of

the country. Investment in land poses less investment

risk than investing in other types of assets, as the

state of property does not depreciate. The Company

anticipates that it will benefit from the return on its

future sales price, which is seen as being on an

upward trend in line with the improving economy of

the country. Currently, the Company and its subsidiaries

has no development plans on such property.

Marketing and Competition

Target Customers The Company’s tapioca products are distributed both

locally and internationally where direct sales accounts for

30 percent of sales revenue and distribution through dealers

or traders accounts for 70 percent. The classifications of

customers are set out as follows:

32 A n n u a l R e p o r t 2 0 1 4

• Tapioca starch

Tapioca products are exported to several countries

around the world, including the People’s Republic of

China, Japan, Taiwan, Singapore, United States of

America and European regions under the “Rose

Brand” trademark. Some part of the products are

also distributed locally.

• Alpha starch

Alpha starch are also distributed to several international

countries such as Japan, Europe and Taiwan as well

as distributed locally.

• Sago

This product is mainly distributed to Asian countries

such as the People’s Republic of China, Philippines

and the Republic of Indonesia. However some of the

products are distributed to Europe and the United

States of America, as well as locally distributed.

• Tapioca chips and Tapioca pellets

The main market for this product is the People’s

Republic of China and Taiwan.

Product Distribution Channel Marketing of tapioca products: In the previous year, the

Company’s marketing activities focused on the food

industry, instead of the paper and textile industries

because of the higher pricing in the food industry than

the other two industries. Local sales accounted for

approximately 20 percent of sales revenues while export

accounted for approximately 80 percent.

Regarding distribution channels, the Company directly

exports its products to food manufacturers. Some products

were indirectly sold through local dealers in the

importing countries.

Competition Nowadays, competition in international markets is quite

intense. In addition to local competitors, the Company

also have to compete with foreign manufacturers in

ASEAN countries such as Socialist Republic of Vietnam,

Kingdom of Cambodia, and Laos which have the

advantage of lower costs when compared to Thailand.

However, the Company focuses on markets which

prefer consistent quality rather than lower prices.

Condition of competition: In the previous year, there

were 5-6 competitors whose capacity was equal to or

greater than the Company’s. While the competitors

adopted the competitive pricing strategies, the Company

still pursued the strategy of quality and punctuality of

delivery, which was very important in the international

markets. The Company’s strengths include its reputation,

quality, and punctuality of delivery, including the “Rose

brand” which has been well recognised in the food

industry particularly in Taiwan and China.

Trend of industry and market competition: In spite of the

stagnant economy, demand for tapioca starch in the

global market remains great. This can be seen from the

quantity of Thai exports for tapioca starch which increase

approximately by 10 percent each year, i.e., from 3.34*

million tons in 2013 export for tapioca starch increased

to 3.96* million tons in 2014, representing a 18.6 percent*

increase in export volume and value of exports of tapioca

starch increased by 14.1 percent.

Remark : * the information from Association of Thailand tapioca

and customs department

Production policy The production process of the Company depends upon

the availability of raw materials. The Company will

maximize production capacity during the harvest season

(when farmers dig out the cassava roots to sell), which

falls during the period October - April every year. During

such harvest period, the price of cassava roots are

relatively low compared to other seasons, which means,

the Company would step up production in order to

produce the maximum amount which can either be sold

to customers or stored for future sales throughout the

year. Towards the end of harvest season, the price for

fresh cassava roots will increase. In the event that

orders are continuously being placed, and the profit

margin remains at a satisfactory level, the Company will

continue its production for as long as possible.


Production capacity and quantity The Company and its subsidiaries has a total of

5 manufacturing plants of tapioca products, 4 of which

are in Thailand and the other 1 is located in Socialist

Republic of Vietnam. The 4 plants in Nakhon Ratchasima,

Kalasin, Udonthani, and Kampaengpetch have an

aggregate production capacity of 306,000 tonnes per

year and the capacity utilization rate is approximately

66 percent. As for the factory in Vietnam, the aggregate

production capacity is 40,000 tonnes per year and the

capacity utilization rate is approximately 80 percent of

production capacity per year.

Procurement of products and services The core element of raw materials used in the

manufacturing process is the locally grown fresh

cassava roots that are purchased directly from the

farmers. Movement in the price of fresh cassava roots

depends on the demand and supply, while the selling

price of the finished goods increase or decrease

depending on the cost of the raw materials.

Raw materials and suppliers Movement in the price of fresh cassava roots depends

on the demand and supply, while the selling price of the

finished goods increases or decreases depending on the

cost of cassava roots. In 2014, the average purchasing

price of fresh cassava roots for the group in Thailand

was Baht 2,000-2,760 per tonne while for the company

in Vietnam was Baht 2,350-3,110 per tonne, respectively.

The Company will purchase the majority of its fresh

cassava roots directly from farmers, while the remainder

will be purchased from the cassava markets. Where

the amount of cassava roots available within the areas

close to the plant is not sufficient, the Company will

purchase cassava roots from cassava markets in the

nearby province in order to make up for the shortfall in

the amount requested for production.

Environmental impact During the manufacturing process of tapioca starch,

wastewaters are discharged from the washing of fresh

tapioca roots and starch, which may adversely impact

the environment and disturb the surrounding local

communities. With great concern over the impact this

may cause, the Company established a wastewater

treatment system which uses the LAGOONING technique

that are designed by certified engineers. The lagooning

system consists of an anaerobic pond and an oxidation

pond. As a result the wastewater discharged after the

lagooning treatment met the criteria set out by the

Environment Division, Ministry of Industry. Throughout

its many years of operations, the Company has never

had any record of offence related to the environment.

Furthermore, the Company also has great concern over

the quality of the environment; thereby initiating the

installation of a biogas system at the manufacturing

plant of its subsidiary in Vietnam which was completed

in 2011. However the Company continues to develop

the wastewater treatment system to make it better.

Presently in 2013 the Company has already implemented

the biogas system at its plant in Kalasin province and at

a subsidiary’s plant in Udonthani province, which are

the main bases of manufacturing activities. Due to this

system, biogases that are derived from the treatment

ponds can be used as a substitute for furnace oil in the

manufacturing procedure. Biogas is an energy-saving

and the most effective alternative for the consumption of

natural resources. Using biogas can reduce the amount

of greenhouse gas emitted into the atmosphere and

minimise pollution caused by the smell from wastewater

treatment ponds that could affect the environment of the

surrounding local communities. Currently, the Company

has completed constructing the biogas system at the

factory located in Phimai, Nakorn Ratchasima province.

The testing of the new biogas system that began in

November 2014, the results received were satisfactory

for reducing the emissions of other pollutants that affect

the environment.

34 A n n u a l R e p o r t 2 0 1 4

Risk Factors

1. Risk relating to fluctuations in the costs of raw materials The Company manufactures and distributes products

made from cassava and the key raw material used

in the manufacturing activities is fresh cassava roots,

which accounts for approximately 70 percent of the

total manufacturing cost. The prices of fresh cassava

roots fluctuate up and down seasonally, depending

on the demand and supply in the market, the climate

and the quantity based on seasonal production. On

the grounds that these factors are beyond the

control, the Company faces risk relating to the

projections of cost of raw materials and the selling

price of finished products, including management

of inventories, which would directly impact the

Company’s financial position and operating results.

Therefore in order to prevent and minimise the risks

resulting from such fluctuations, the Company is

closely monitoring the market situation for the raw

materials, surveying the cultivation of sources in

Thailand, Vietnam, Laos and Cambodia and exchanging

information and knowledge with other cassava

manufacturers in Thailand and other countries as

well as with other organizations related to cassava

business etc., focusing mainly on procuring the raw

materials during the peak period for large supply to

the market while the prices are low, including

cemented good relationships and exchanging

information as well as knowledge with local farmers.

This way, the Company will be able to receive good

input and forecast on the market trend for raw

materials which will help for further planning and

better management.

2. Risk relating to fluctuations in the foreign exchange rate Since the Company’s products are mainly exported

to other countries, most of its income is principally

linked to the US dollar. As such, the Company may

face risk relating to the fluctuation in the foreign

exchange rate, which is caused by the conversion of

its sales income denominated in the US Dollar into

the Thai Baht. The downside risk occurs when the

US Dollar depreciates against the Thai Baht, resulting

in a decrease in the income to be received in Thai

Baht. On the contrary, the Company may obtain an

increase in the value of income if the US Dollar

appreciates against the Thai Baht. The depreciation

of Thai Baht in 2014 as compared to 2013 resulted

in an advantage for the Thai exports against its

significant competitor Vietnam who had relatively

stable currencies against the US Dollars.

The Company has entered into currency forward

contracts and regularly monitors the movement of the

foreign exchange rate. Other appropriate financial

instruments have also been used to minimise this risk.

However, a currency forward contract is not an

assurance that the Company will be able to manage

the risk and obtain better yields than the market rate

because the future currency rate is naturally

unpredictable at the time of entering into such contracts.

3. Risk relating to the governmentûs price intervention policy Even though in the year 2013-2014, the government

did not implement any policies on the intervention of

tapioca root’s pricing, there were still some impact

from the government releasing the tapioca starch

stock since the selling prices were unclear. Being

unable to predict the government’s intervention

policy on the raw materials price has impact the

normal trade for cassava manufacturers and the

Company. However this situation is beyond the

Company’s control.

The Company has carried out risk management to

mitigate the impact of this risk by closely monitoring

the market situation and the raw materials situation,

exchanging information and knowledge with other

cassava manufacturers in Thailand and other

countries as well as with other organizations related

to cassava business etc., so that the Company is

able to assess the situation and prepare for any

crisis in the future in order to ensure that its finished


products bear competitive costs and generate profits

for the Company.

4. Risk relating to an offshore investment The Company has entered into an agribusiness joint

venture in Vietnam. Offshore investment is usually

exposed to the possible risks relating to the change

in political conditions, laws and foreign exchange

rates and economical situation of the relevant

country in which the investment has been made.

Therefore if such event occur, this could adversely

impact the Company’s business in such country, and

could result in the income and profit from the

operation of its foreign business to miss the expected

target.

The Company is aware of the above risk and as a

result closely monitors news information related to

Vietnam and the areas nearby and also exchanges

information on a timely basis about the market

situation etc., with other cassava manufacturers in

Thailand and other countries as well as with other

organizations related to cassava business etc.,

Furthermore the Company has sent a team of its

executives to supervise the business management at

the subsidiary’s plant in Vietnam and required that a

report on the operating results to be submitted to the

head office in Thailand on a monthly basis.

5. Risk relating to shareholding structure Due to the Company’s investment in various companies

with cross-shareholding in those companies, it may

be difficult for retail investors to inspect the Company’s

interests in those companies and the Group’s members.

Therefore in order to support the investor’s decision,

the information relating to the shareholding structure

of the Company and other members of the Group,

its interests and control in those entities and

connected party transactions has been disclosed in

full in the Company’s audited financial statements

and annual report form, which has been done in

accordance to the applicable regulations of the

Stock Exchange of Thailand.

6. Risk relating to the worldûs economic recession

The Company’s major income derives from export

sales. During the past, the US’s economy experienced

a continuous growth while the European countries

faced a slowdown in their economic growth which

was due to the reduction in buying power of the

consumers combined with no confidence and the

political crisis between Russia and Ukraine. Because

of such instabilities that impacted the economies of

other countries including China as well, the largest

market for tapioca products, China has shown signs

of reduction due to the reduced buying power of the

consumers. However in the future the consumption

and export will improve due to the support from the

government while the buying power of consumers

will increase too. This however depends on the

reasonable price.

The Company has put in place policies to improve

cost and production management to maximize

efficiency and effectiveness of production, and has

established the objective to open up new markets

with the aim to avoid over reliance on its operation

in any particular country.

7. Risk relating to the climate change Due to global warming over the past years resulting

in the change of the climate conditions to be very

unseasonable, leading to various forms of natural

disasters such as drought and flood. In 2014,

Thailand experienced drought, which affected the

quantity of cassava roots since there was lack of

sufficient water supply for the Company’s production

process. During the dry season, the Company’s

factory located in the Kalasin province, had been

impacted by the lack of sufficient water supply for

production, however the impact for the past year

wasn’t very significant. As for the cassava plantations

areas, it also faced with the spread of mealy bugs

and other pesticides while other areas suffered from

flooding. Even though in 2014 all of the above

36 A n n u a l R e p o r t 2 0 1 4

mentioned risks had declined as compared to 2013,

however these were still risk factors affecting the

quantity of cassava roots which are the Company’s

main raw material.

The Company has taken measures to reduce the

impact of such risks. Currently the Company has

been conducting a study on the method of re-using

the waste water from the production process and

also improving the production system to reduce the

amount of water used as well as reserving the water

for the dry season in order to minimize the impact of

drought and water shortage including coordinating

with the local authorities and private sectors within

the area in order to manage the water supply

sufficiently for all sectors during the water shortage

period.

8. Risk from substitute products Changes in the production volume of substitute

products such as corn starch, potato starch till

changes in prices of such products can result in

changes to the price of cassava products as well.

As the price of the substitute starch such as corn

starch and potato starch declines in the world

market, cassava roots cannot justify to a higher

price.

In order to reduced the impact of the above

mentioned risk, the Company closely monitors the

market situation and production yield of the

substitute starch, exchanging of information and

knowledge with other cassava manufacturers in

Thailand and other countries as well as with other

organizations related to cassava business etc., so

that the Company is able to assess the situation,

prepare for any crisis ahead and take action

immediately.


General Information

Company

Thai Wah Starch Public Company Limited or “TWS”

Head Office

21/59, 21/63-64 Thai Wah Tower I, 20th-21st Floor,

South Sathorn Road, Tungmahamek Sub-District,

Sathorn District, Bangkok 10120

Telephone: 66 (0) 2285 0040

Facsimile: 66 (0) 2285 0268, 66 (0) 2285 0270-1

Home page: http://www.thaiwah.com

Branches

Branch (1) 76 Moo 3 Sukhumvit (Saikao) Road,

Thakham Sub-District, Bangpakong District,

Chachoengsao



Chachoengsao



Chachoengsao

Branch (4) 301 Moo 8 Phimai-Huai Thalaeng Road,

Naimueang Sub-District, Phimai District,

Nakhonratchasima

Branch (5) 136 Moo 12 Natal Sub-District,

Thakhantho District, Kalasin

Type of Major Business

Manufacturer and distributor of tapioca starch

Corporate Registration Number

0107536000951 (Former: Bor Mor Jor. 169)

Registered Capital

Baht 787,500,000

Paid-up Capital

Baht 785,360,380 Divided into 78,536,038 ordinary

shares, at par value Baht 10 per share

Foreign Limit

Not exceeding 49 percent of total issued and paid-up

shares of the Company

Percentage allowed for Thai Trust Fund

-None-

Total Employees

825 employees (Only employees employed by the

Company as at December 31, 2014)

Remark : Investors can further view information related to the issuing Company in Form 56-1 which can be accessed at www.sec.or.th

or the Company’s website.

38 A n n u a l R e p o r t 2 0 1 4

As at December 30, 2014*

Name of Shareholders

No. of Total No. of % of Shares Held Shares Held Shareholding

1. Mrs. Ho Lienfung Group 15,947,940 20.31

• Mrs. Ho Lienfung 2,602,740

• Chang Fung Company Limited1 9,967,690

• Li-Ho Holdings (Private) Limited2 3,377,510

2. Laguna Resorts & Hotels Public Company Limited3 12,775,406 12,775,406 16.27

3. Credit Suisse AG, Singapore Branch4 4,219,300 4,219,300 5.37

4. UBS AG Hong Kong Branch4 2,403,500 2,403,500 3.06

5. Mr. Ho KwonPing 1,945,800 1,945,800 2.48

6. International Commercial Development Company Limited5 1,805,200 1,805,200 2.30

7. Mr. Ho KwonCjan 1,784,550 1,784,550 2.27

8. Mr. Phitak Boonpojanasoontorn 1,566,700 1,566,700 1.99

9. Ms. Nathathai Maeta 1,565,000 1,565,000 1.99

10. Mr. Sumruang Manoonpol 1,499,400 1,499,400 1.91

Other Minority Shareholders 33,023,242 33,023,242 42.05

Total 78,536,038 78,536,038 100.00

Remark : * As at the latest book closing date. 1 General investment business with 100 percent shareholdings by Mrs. Ho Lien Fung and family 2 Investment Holding business with 100 percent shareholdings by Mrs. Ho Lien Fung and family 3 Listed on the Stock Exchange of Thailand as a hotel and property development business 4 Company registered overseas, contact address : Standard Chartered Bank (Thai) PCL.

Securities Services Dept. 14th Floor Zone B. Sathorn Nakorn Tower, 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 5 Register in Thailand as property rental business

Major Shareholders


Companyûs dividend policy

The Company’s dividend policy to be distributed to the

shareholders is considered based on the consolidated

net profit but excluding unrealized foreign exchange

gains or losses and not exceeding the retained earnings

reported in the financial statement of the Company only.

However, the dividend payment is subjected to the

discretion of the Board of Directors and must be

approved by the shareholders’ meeting.

Subsidiariesû dividend policy

The subsidiary’s dividend policy is subject to the

discretion of the Board of Directors of the Company and

each subsidiary in consideration of available cash funds

after taking into account main capital expenditures and

debt repayment agreements in subsequent years.

Dividend Payment Policy

Remuneration Policy

Employeeûs Remuneration

The Company’s remuneration policy is built on a

transparent appraisal system and formulated to drive

performance of the employees, who are its most important

asset. The Objective of the Company’s remuneration

policy is to attract, motivate, reward and retain qualified

staff. The typical compensation package for employees

comprises basic salary, bonus, employee’s provident

funds and other benefits. Payment of bonus is based on

the annual performance of the Company as well as the

performance of each individual employee.

In regard to the remuneration of the Company’s senior

executives, the aim is to motivate them to achieve the

Company’s annual and long-term goals and to ensure

that they are aligned with shareholders’ interests. In

determining the composition of the package for the senior

executives, market standard of the same industry, as

well as experience, duties, roles and responsibilities

along with potential benefits gained from each executive

are taken into consideration. Furthermore senior

executives who are assigned with additional tasks shall

be entitled to an increase in the level of remuneration

as deemed appropriate.

Directorsû Remuneration

The fees for the directors reflect the scope and extent

of a director’s responsibilities and obligations. They are

measured against the industry’s benchmarks and are

competitive. The Nomination and Remuneration Committee

will consider and recommend annually the proper

director’s remuneration to the Board of Directors to be

proposed for shareholders’ approval at the Annual

General Meeting (“AGM”).

Remuneration paid to Board of Directors and Executives

in 2014 are disclosed in the Company’s Form 56-1 under

the section “Directors’ and Executives’ Remuneration”

40 A n n u a l R e p o r t 2 0 1 4

Committee Structure The Company’s organizational structure consists of

three committees, namely:

1. Board of Directors The Board of Directors comprises 9 directors, 3 of

whom serve as independent directors. Details of the

independent director are further described under the

heading “Corporate Governance” in Form 56-1 and

in the Company’s Annual Report.

Name Position

1 Ms. Pinyada Viriya Chairman of the Board

2 Mr. Umnad Sukprasongphol Director

3 Ms. Tawiratt Narasuj Independent Director

4 Mr. Somchai Towiwat Independent Director

5 Mr. Teerawut Charoensuk Independent Director

6 Ms. Sirivan Skulkerevathana Director

7 Mr. Ariel P Vera Director

8 Mr. Thawan Petchlawlian Director

9 Ms. Manee Lueprasert Director

Duties and Responsibilities of the Companyûs Board of Directors The Board of Directors has a duty to determine the

Company’s policies and overall strategies, as well as

eff iciently supervise the management of the

Company’s business operation. In addition to the

specified duties, responsibilities of the Board of

Directors also include the following:

1. To formulate and approve the overall financial

policies, strategies and objectives of the Company;

2. To review financial performance and be

responsible for the Company’s financial statements;

3. To supervise and approve major initiatives,

annual budgets, major investments, and decisions

on the Company’s capital;

4. To ensure that the sufficiency of the Company’s

internal control is regularly revised and evaluated;

Management

5. To approve nominations for members of the

Board of Directors and appointments for various

committees;

6. To take responsibility for good governance; and

7. To approve the Audit Committee and the

Nomination and Remuneration Committee

Charter in order to clearly define the scope of

duties and responsibilities of the Audit Committee

and the Nomination and Remuneration Committee.

The Board of Directors may discharge the above-

mentioned duties either directly or through the various

committees which have been set up, primarily the

Audit Committee and the Nomination and Remuneration

Committee. The practice of granting the Board of

Directors’ power to the committees allows the Board

of Directors to function efficiently by giving the

committees authority to make decisions within the

scope of authority and duties specified while exercising

control over the policies and major decisions.

Term of office

The term of office of a director of the Board shall be

3 years. A director of the Board who vacates his/her

office by rotation may be re-appointed.

In assuming the posit ion of Director and/or

Independent Director, each director will receive all

important information about the Company, along with

Articles of Association of the Company related to the

roles and responsibilities of the Board of Directors,

as well as advice concerning the laws, rules,

regulations and conditions related to being a Director

of a listed company on the Stock Exchange of

Thailand. The person will also receive an orientation

of the Company’s business for them to have the

knowledge and better understanding of the

Company’s business.


2. Audit Committee

The Audit Committee comprises of 3 Independent

directors of the Company as follows:

Name Position

1 Ms. Tawiratt Narasuj Chairman

2 Mr. Teerawut Charoensuk Member

3 Mr. Somchai Towiwat Member

Ms. Manee Lueprasert Secretary

Ms. Tawiratt Narasuj, the Chairman of the Audit

Committee, has adequate expertise and experience

to review the creditability of the financial reports.

Duties and Responsibilities of the Audit Committee

1. to review the Company’s financial reporting

process to ensure that it is accurate and adequate;

2. to review the Company’s internal control system

and internal audit system to ensure that they are

suitable and efficient, to determine an internal

audit unit’s independence, as well as to approve

the appointment, transfer and dismissal of the

chief of an internal audit unit or any other unit in

charge of an internal audit;

3. to review the Company’s compliance with the law

on securities and exchange, the Exchange’s

regulations, and the laws relating to the Company’s

business;

4. to consider, select and nominate an independent

person to be the Company’s external auditor, and

to propose such person’s remuneration, as well

as to attend a non-management meeting with an

external auditor at least once a year;

5. to review the connected transactions, or the

transactions that may lead to confl icts of

interests, to ensure that they are in compliance

with the laws and the Exchange’s regulations,

and are reasonable and for the highest benefit of

the Company;

6. to prepare, and to disclose in the Company’s

annual report, an Audit Committee’s report which

must be signed by the Audit Committee’s Chairman

and consist of at least the following information:

a) an opinion on the accuracy, completeness and

creditability of the Company’s financial report,

b) an opinion on the adequacy of the Company’s

internal control system,

c) an opinion on the compliance with the law

on securities and exchange, the Exchange’s

regulations, or the laws relating to the

Company’s business,

d) an opinion on the suitability of an auditor,

e) an opinion on the transactions that may lead

to conflicts of interests,

f) the number of the Audit Committee meetings,

and the attendance of such meetings by each

committee member,

g) an opinion or overview comment received by

the Audit Committee from its performance of

duties in accordance with the charter, and

h) other transactions which, according to the

Audit Committee’s opinion, should be known

to the shareholders and general investors,

subject to the scope of duties and responsibilities

assigned by the Company’s Board of Directors;

7. to perform any other act as assigned by the

Company’s Board of Directors, with the approval

of the Audit Committee;

8. to report the activities of the Audit Committee to

the Board of Director;

9. to review and oversee the Company’s practice of

good corporate governance;

10. in performing the duty of the Audit Committee, if

there is a transaction or any of the following acts

which may materially affect the Company’s

financial condition and operating results:

a) a transaction which causes a conflict of

interest;

b) any fraud, irregularity, or material defect in an

internal control system; or

c) an infringement of the law on securities and

exchange, regulations of the Stock Exchange

of Thailand or the laws relating to the business

of the Company

42 A n n u a l R e p o r t 2 0 1 4

Duties and Responsibilities of the Nomination and Remuneration Committee

1. To propose guidelines and make broad

recommendations for the annual salary increment

and bonus policies for the Company;

2. To review and award the bonus, salary increment

and incentives of the Company Chairman and his

relatives who are employees of the Company;

3. To review and approve the expense claims of the

Company Chairman;

4. To review and if necessary, propose changes to

the remuneration of the Company’s directors

serving on the Board of Directors, Audit Committee

and Nomination and Remuneration Committee;

5. To review and if necessary, propose changes or

additions to senior management welfare, benefit

(such as employee stock options and other

employee welfare allowances, subsidies and

schemes), salary increment and bonus policies.

The emolument of individual employees shall be

determined by the management of the Company;

6. To establish criteria for Board membership;

7. To formulate a standard and transparent process

for the selection of directors;

8. To propose and/or evaluate directorial candidates

and Board committee members for consideration

by the Board when there is a vacancy;

9. To assess independent directors to identify if the

independence of any is compromised and if new

independent directors are required under the

Board’s policy;

10. To inform the Board of the names of directors

and Board committee members who are retiring

by rotation and make recommendations to the

Board as to whether the Board should support

the renomination of those retiring directors and

committee members;

11. To review the Committee charter at least once a

year and recommend modifications to the Board

of Directors as needed; and

12. To report to the Board of Directors on the

Committee’s activities and findings.

the Audit Committee shall report such transaction

or act to the Board for rectification within the

period of time that the Audit Committee thinks fit.

If the Board or management fails to make a

rectification within such period of time, any Audit

Committee member may report on such transaction

or act to the Office of the Securities and Exchange

Commission or the Stock Exchange of Thailand, and

11. to investigate and report the preliminary result

to the Office of the Securities and Exchange

Commission and the external auditor within thirty

days upon receipt of the fact from the external

auditor in relation to any suspicious circumstance

that the director, manager or any person responsible

for the operation of the Company commits an

offence under the law on securities and exchange.

Term of office The term of off ice of a member of the Audit

Committee shall be 3 years. A member of the Audit

Committee who vacates his/her office by rotation

may be re-appointed.

In the case of any vacancy occurring in the Audit

Committee otherwise than by rotation, the Board of

Directors of the Company shall appoint a fully-

qualified person to be a director in order that the

Audit Committee reaches the full number stipulated

by the Board of Directors of the Company. The person

replacing an Audit Committee member shall remain in

office for the period of time which the Audit Committee

member, whom he or she replaces, is entitled.

3. Nomination and Remuneration Committee The Nomination and Remuneration Committee

comprises of 3 members, 2 of whom are independent

directors as follows:

Name Position

1 Mr. Somchai Towiwat Chairman

2 Mr. Teerawut Charoensuk Member

3 Ms. Pinyada Viriya Member

Ms. Manee Lueprasert Secretary


Term of Office The term of office of a member of the Committee

shall be 2 years. A member of the Committee

who vacates his/her office by rotation may be

re-appointed.

In the case of any vacancy occurring in the Committee

otherwise than by rotation, the Board of Directors of

the Company shall appoint a qualified person to be

a Committee Member in order that the Committee

reaches the full number stipulated by the Board of

Directors of the Company. The person replacing a

Committee Member shall remain in office for the

period of time which the Committee Member whom

he/she replaces is entitled.

Nomination of Directors and Executives Appointment and removal of directors of the Company

shall conform to the Company’s Articles of Association,

which stipulate the following:

Appointment of Directors 1. The Company’s Board of Directors shall consist of

no fewer than five directors, more than half of whom

shall reside in the Kingdom of Thailand.

2. Directors shall be elected by the meeting of shareholders.

In voting, it shall be deemed that one share represents

one vote. Each shareholder shall exercise all of

his/her votes as per paragraph one. Shareholders

may vote to choose one person or more as director or

directors. Voting rights, however, may not be divided.

Persons who receive the most votes, in descending

order, shall be elected directors as per the number

of directors required or to be elected at that time. In

case the persons in the subsequent orders receive

an equal number of votes and the number of such

persons exceeds the number of directors required or

to be elected at that time, the chairman shall have

the casting vote.

3. Should a position of director become vacant due to

any reasons other than expiration of the term of

office, the committee shall select a person who has

all the required qualifications and is not prohibited

pursuant to Article 68 of the Public Company Act

B.E. 2535 as director, in the next committee meeting.

However, if the remaining term of directorship is less

than two months, a replacement is not required. The

person appointed as replacing director shall serve

only for the remaining term of the director whom he/

she replaces.

Should the number of the remaining directors not

constitute a quorum owing to vacancies, the remaining

directors may act on behalf of the committee only to

hold a shareholders’ meeting in order to elect

replacements for the vacant directorship positions.

Such shareholders’ meeting held for the purpose of

electing replacements for vacant directorship

positions shall be arranged within one month from

the day when the number of the remaining directors

fails to constitute a quorum.

Removal of Directors 1. At each annual ordinary shareholders’ meeting,

one-third of the directors shall retire from office. In

case the number of total directors does not permit it

to be divided into by three, the number of directors

to retire shall be the closest number possible to

one-third. A retiring director shall be eligible for

re-election.

2. In addition to retirement due to expiration of the term

of office, the term of directorship shall end when:

a) a director dies;

b) a director resigns;

c) a director lacks a qualification or is prohibited

pursuant to Article 68 of the Public Company Act

B.E. 2535;

d) the meeting of shareholders passes a resolution

to remove a director; or

e) the court orders a director to resign.

3. A resolution of a shareholders’ meeting to remove a

director prior to the end of the term of directorship

shall require no less than three-fourths of the votes

of the shareholders present who have voting rights

and whose shares in the aggregate represent no less

than one-half of the shares held by the shareholders

who are present and have voting rights.

44 A n n u a l R e p o r t 2 0 1 4

Managements of the Company As at December 31, 2014, Management consists of

7 personnel as follows:

Name Position

1 Ms. Pinyada Viriya Joint Managing Director

(Corporate & Finance)

2 Mr. Umnad Sukprasongphol Joint Managing Director

(Business Operation)

3 Ms. Sirivan Skulkerevathana Senior Assistant Vice

President - Finance

4 Ms. Manee Lueprasert Senior Finance Manager

5 Mr. Chalermkeit Chalermpronkit Senior

Operation Manager

6 Mr. Chainarong Chimchan Senior IT Manager

7 Ms. Dhitirat Makepoowadol Senior

Accounting Manager

Details of the names and qualifications of the Company’s

management as appeared under the section “Details of

position of Management and Company Secretary as at

31 December 2014”.


Organization Chart

Company Secretary The Board of Directors appointed Ms. Manee Lueprasert

as the Company Secretary as at August 27, 2008, as

appeared under the section “Details of position of

Directors and Management as at 31 December 2014” in

the Annual report and Form 56-1.

Directorsû and Executivesû Remuneration Monetary Remuneration A. Directors: Monetary remuneration was paid to 9 directors of

the Board for the 12 months ended December 31,

2014 in the total amount of Baht 6,477,000.

Board of Directors

Nomination & Remuneration Committee

Internal Audit

Audit Committee

Finance

Corporate Affairs

Accounting

Purchasing & Administration

Information Technology

Human Resources

Export

Sales & Marketing

Operation

Quality Control

Factory

Joint Managing Director Business Operation

Joint Managing Director Corporate and Finance

46 A n n u a l R e p o r t 2 0 1 4

B. Executives of the Company: Monetary remuneration comprising of salaries and

bonus was given to 7 management (including Senior

Accounting Manager) in 2014 in the total amount of

Baht 20,625,737.

Remuneration and other benefits of the Directors during the year 2014

Director’s Remuneration (Baht)

Audit Nomination Total

Name Position Board Committee and

Remuneration

Committee

Ms. Pinyada Viriya Chairman and Nomination and 1,011,000 - 60,000 1,071,000

Remuneration Committee Member

Mr. Umnad Sukprasongphol Director 606,000 - - 606,000

Ms. Tawiratt Narasuj Independent Director and 606,000 180,000 - 786,000

Audit Committee Chairman

Mr. Somchai Towiwat Independent Director, 606,000 114,000 90,000 810,000

Audit Committee Member and

Nomination and Remuneration

Committee Chairman

Mr. Teerawut Charoensuk Independent Director, 606,000 114,000 60,000 780,000

Audit Committee Member and

Nomination and Remuneration

Committee Member

Ms. Sirivan Skulkerevathana Director 606,000 - - 606,000

Mr. Ariel P Vera Director 606,000 - - 606,000

Mr. Thawan Petchlawlian Director 606,000 - - 606,000

Ms. Manee Lueprasert Director 606,000 - - 606,000

Total 5,859,000 408,000 210,000 6,477,000

Non-monetary Remuneration A. Directors: -None-

B. Executives of the Company: • Provident fund payment

The Company has established a provident fund

for the management and employees of the

Company in the ratio of 5 percent of their salary.

In 2014 the company contributed a fund of total

Baht 773,436 for the 7 Management.

• Employee’s benefits

Employee’s benefits such as medical expenses,

life & health insurance, etc. were given to

7 management (including Senior Accounting

Manager) in 2014 was in the total amount of Baht

1,423,113.67.


Human Resources The group has a total of 1,568 employees out of which

825 are employed by Thai Wah Starch Public Company

Limited and 743 are employed by its subsidiaries. As at

December 31, 2014 employee’s benefits was paid in

terms of welfare equivalent to Baht 335,363,635 which

comprised of salary, overtime, car allowance, bonus,

social security, provident fund, medical expenses and

Life & health insurance, etc., details of the total number

of employees and their compensations as seen below:

Total number of employees and their compensations:

Year 2014 Thai Wah Starch Subsidiaries* Total

Public Company Limited

Direct labor (person) 685 666 1,351

Indirect labor (person) 84 71 155

Head office employee (person) 56 6 62

Total (person) 825 743 1,568

Employee Benefit (Baht) 202,223,719 133,139,916 335,363,635

Remark: * Subsidiaries companies include Thai Nam Tapioca Company Limited, DI Company Limited, Thai Wah (6) Company

Limited and Tay Ninh Tapioca Joint Stock Company.

48 A n n u a l R e p o r t 2 0 1 4

Corporate Governance

The Company is committed to developing an efficient

and transparent administrative and management system

in order to gain the confidence of shareholders, investors

and all others involved. The Company’s board of directors

and executives never cease in attempting to strengthen

the Company’s governance. For this reason, various

principles have been adopted and applied to suit the

Company’s circumstances, details as shown below:

1. Rights of Shareholders The Company recognizes the importance of

shareholders’ rights and has always acted in

compliance with the stipulations of the laws. In 2014,

the Company’s Annual General Meeting was held on

April 23, 2014 where all shareholders had the same

voting rights, based on the proportion of their holding

in the Company’s shares.

• The Company has assigned Thailand Securities

Depository Company Limited, which is the

Company’s share registrar, to distribute the notice

and agenda of the Annual General Meeting to

the shareholders at least 10 days prior to the

meeting. The meeting documents also include

the facts and rationales, opinions of the Board as

well as other information relating to the agenda

items such as information on the persons

nominated for election as directors, auditors’

profiles, the part of the Company’s Articles of

Association that relates to the shareholders’

meeting, map to the venue of the shareholdings’

meeting convenient for attendance, proxy forms,

documents and evidence of entitlement to attend

the meeting, etc. This is to enable shareholders

to prepare themselves for the meeting. In addition,

the notice of the shareholders’ meeting will be

advertised in the press, all information contained

in the meeting documents will also be posted on

the Company’s website (www.thaiwah.com) at

least 1 month prior to the meeting. Moreover,

shareholders are always invited to register at

least 1 hour before the meeting begins.

• At each shareholders’ meeting, the Company

always arranges for legal advisors to examine

the registration process before the meeting, the

counting of shareholders, proxies for shareholders

and shares of shareholders present, and the

vote-counting procedure for each agenda item, in

order to ensure that the Company proceeds in

accordance with relevant laws and regulations.

• On the date of the meetings, the Company

provides an electronic system for the convenience

of the shareholders, which helps to speed up for

registration process. Furthermore the barcode will

show each shareholder’s reference number

which is included in the proxy form. In addition,

for every vote, the Company will collect the ballot

paper from the shareholder in order to calculate

the result of the vote.

• Not only does the Company adhere strictly to the

laws, but it also attempts to conduct meetings

appropriately and transparently. The Chairman of

the meeting always offers shareholders

opportunities to express their views and pose

questions about issues concerning the agenda of

the meeting, before concluding the resolution for

each agenda item.

• All shareholders have the same basis and

rights in the casting of votes at meetings and

the receipt of dividends when declared by the

Company. These are calculated based on their

respective shareholding in the Company.

• At every shareholders’ meeting, shareholders are

given the right to approve important matters such

as election of directors (shareholders can elect

directors individually), directors’ remuneration,

appointment of auditors and dividend payment,

etc.


• The Company also does not invite the minority

shareholders to nominate their own candidates to

be appointed as the Company’s director’s head

of the meeting. This is because the Company

already gives all shareholders an opportunity to

nominate their own candidates (who meet the

requirements under the Public Limited Companies

Act) and to vote for candidates at the shareholders’

meeting.

• Before the start of every shareholder’s meeting,

the Company Secretary will explain the voting

methodology to shareholders. A team of legal

counsels from a leading international law firm is

invited to verify the registration procedure before

the Chairman of the meeting announces to the

shareholders, the number of shareholders and

proxy holders present at the meeting and the

number of shares held by them. The legal counsels

also verify the vote counting procedure in respect

of each agenda item before the votes are announced

as resolution of the shareholders’ meeting.

Shareholders may verify the detailed results of

the vote of each agenda item at the end of each

meeting. The same results and a summary of

questions from shareholders will also be included

in the minutes of the meeting which are accurately

and completely documented in all material aspects

and will be sent to all shareholders for their

review prior to the following meeting.

• The Company’s policy in conducting shareholders’

meetings is not only to meet all legal requirements

but to also provide a platform and opportunity for

shareholders to communicate their views and ask

the directors and the management questions

regarding matters affecting the Company. The

Chairman allocates appropriate time for discussion

and encourages the shareholders to express

their opinions and ask questions related to the

Company’s operation. In addition, to facilitate

shareholders in protecting their rights, shareholders

who have any questions that require the Company’s

clarification during the meeting may send their

questions to the Company in advance at

“[email protected]” or fax them to 66 (0) 2285 0268.

• Apart from the external auditor who will attend

the Annual General Meeting, the Chairman of the

Board, the Chairman of the Audit Committee and

the Chairman of the Nomination and Remuneration

Committee, and all of the Company’s directors

will also endeavor as far as reasonably practicable

to be present at the shareholders’ meeting in

order to assist the Board in addressing queries

raised by the shareholders. The Company also

invites its legal counsels from a leading

international law firm to attend the meeting in

case a legal question requiring clarification

arises during the meeting. Furthermore, the

Company provides a professional translator to be

present at the meeting to assist shareholders

and the Board to communicate more effectively

in English and Thai. At the previous 2014 Annual

General Meeting, 8 out of total 9 directors were

present at the Meeting, comprising the Chairman

of the Board, the Chairman of the Audit

Committee, the Chairman of the Nomination and

Remuneration Committee, and other directors.

Details of their names are stated in the minutes

of the 2014 Annual General Meeting.

• Any shareholders who arrive at the meeting

after the meeting has begun are still entitled to

vote on the agenda items that are still under

consideration and have not been voted upon.

• News and information relating to the Company is

disseminated through the Company’s website

(www.thaiwah.com), which includes information

such as the resolutions of the Company’s Board

of Directors on important matters, resolutions of

the shareholders’ meetings, financial information,

information which may affect the Company’s

share price, Annual Report, etc.

50 A n n u a l R e p o r t 2 0 1 4

2. Equal Treatment of Shareholders The Company is well aware of its duty to treat

shareholders fairly in order to ensure the equality of

shareholders’ r ights and benefits. Thus, the

Company follows the procedures below:

• For shareholders who are unable to attend a

meeting in person, the Company provides

opportunity for such shareholders to appoint

another person as proxy to attend the meeting

on their behalf by using proxy form B sent by the

Company. Proxy form B is one of the forms

prescribed by the Ministry of Commerce which

allow shareholders to make voting directions.

Moreover, the Company provides opportunity for

shareholders to appoint the Company’s independent

director as proxy to undertake proxy voting on

behalf of shareholders who are unable to attend

the meeting. The name of the independent director

is provided in the proxy forms, together with the

profile of that independent director who have

been given proxy to vote on behalf of shareholders

that are unable to attend the meeting, all of which

are attached as part of the meeting documents.

• Any director or management who has an interest

in, or is related to, any transaction between the

Company and an interested or related person will

not participate in the decision making process

involving such transaction. The Company has

disclosed and strictly followed the procedures

on such transaction in accordance with the

regulations of the SET and notification of the

Capital Market Supervisory Board.

• The Company ensures that directors and

management are aware of their duty to report a

change in their holding of the Company’s securities

to the SEC within 3 business days, in accordance

with the Securities and Exchange Act. The securities

holding report is also included in the agenda of

the Board meeting for the Board’s acknowledgment

once every 3 months.

• The Company has formulated a Code of Business

Conduct to provide guidelines for the Board,

senior management and employees of all levels

to comply with. The Statement includes the

prohibit ion on the improper use of insider

information for personal benefit or to benefit

others. Additionally, the Board approved the

policy on dealing in securities of the Company

which prohibits the dealing in the Company’s

shares while in possession of unpublished

confidential and price-sensitive information during

the “Embargo Period”. There had been no

violation of the policy found during 2014.

3. Roles of Stakeholders The Company realizes the importance of rights of all

groups of stakeholders and conducts its operations

fairly and strictly in compliance with all laws, rules

and regulations.

Shareholders: The Board of Directors is committed to

performing its duties honestly, transparently

and diligently in the best interest of

all its shareholders in order to preserve

and enhance long-term shareholder value.

All important information which may

have an impact on the Company’s share

price and/or shareholders decisions

are fully disclosed on a timely manner.

Employees: The Company is committed to its

policies and observes the regulations

regarding human resource management

and employment. All operations of the

Company conform to the labor laws.

To boost a sense of pride in their work,

all employees are treated fairly and

without discrimination or double standards,

and also adhering to not taking any

actions that would violate the human

rights. Additionally, the Company provides

its employees a safe, hygienic and

conducive working environment and a

provident fund. Furthermore, the Company


also encourages its employees to

attend training courses related to their

lines of work in order to broaden their

knowledge and sharpen their skills.

Customers: The Company strives to achieve

customer satisfaction by providing

quality products and prompt delivery.

Competitors: The Company believes in fair business

competition and therefore avoids any

actions that may prevent, obstruct or

discourage potential competitors from

entering the market in which the Company

operates in. Furthermore the Company

will not engage in any fraudulent act to

violate or obtain competitors’ trade secrets.

Society and The Company is committed to caring

environment: for the society by ensuring that the

Company’s manufacturing processes

does not cause harm to the environment.

Suppliers: The Company strives to forge long-term

business relationships with its suppliers

and therefore has the policy to always

give a fair profit to its suppliers and to

respect payment terms and conditions.

In addition, in selecting its suppliers,

the Company gives all suppliers an

equal opportunity to propose their bid.

Creditors: The Company considers creditors as

important business partners and therefore

commits to fulfill all of its obligations

under contracts to its creditors, to not

conceal information nor facts that may

damage its creditors, and to notify its

creditors in advance in any case where

there might be any potential event

which could cause the Company to fail

to comply with any obligations under

contracts including guarantee conditions,

capital management, and its debt servicing.

In such cases the Company works with

its creditors to mutually resolve those

potential problems.

There were no violations of laws in relation to

labour, employment, consumers, competitors, or

environment found in 2014. In addition, no creditor

alleged that the Company had failed to comply with

any obligations under contracts.

3.1 Anti - Human Rights Violation Policy

It is the Company’s policy not to take any actions

which might violate the human rights. The Company

will not hire anyone under 18 years old nor support

of forced labour in all forms, including of unfair

dismissal. The Company wil l strictly treat all

employees equally in accordance with the labor law

which also cover the protection of human rights.

There are no record of unfair treatment against

employees nor similar court cases against the

Company found during 2014.

3.2 Anti - Piracy Policy

The Company has an anti-piracy policy which has

been clearly stated in the standard operating

procedures, of using only intellectual property that it

does not own if it is properly authorized to do so,

i.e., the use of authorized computer program licenses

which would be periodically audited by the internal

auditor of the Company. The Company was not a

party to any piracy cases during 2014.

3.3 Anti - Corruption and Anti - Bribery Policy and

Guidelines

The Company conducts its business based on the

principles of transparency and law compliance.

Moreover, the Company’s Code of Business

Conduct approved by the Board of Directors has

stated that the Board of Directors, Management and

employees are expected to carry out their work

based on the principles of good corporate

governance and to avoid any illicit activities which

may damage the reputation of the Company.

Therefore, it is the Company’s policy and mandatory

not to acquire business success by means of fraud

or bribery. Violation of this policy is considered a

serious offense which may result in severe

disciplinary action, including dismissal as required

52 A n n u a l R e p o r t 2 0 1 4

by law. There are no record of bribery for the benefit

to the Company’s business found during 2014.

3.4 Whistle-blowing Policy

The Board has approved a Whistle-blowing Policy

in order to provide associates and third parties

with a mechanism by which they can, free of any

discrimination, retaliation, or harassment, raise

concerns about unlawful practices, unethical actions,

or any behavior that may be regarded as

malfeasance or fraud on the part of any person in

the organization. The Board has also set up a

whistle-blowing channel, a procedure to manage

concerns raised, and a mechanism to protect

whistle-blowers, details as follows:

Whistle-Blowing Channel

Any whistle-blower can raise their concerns or

perceived irregularities directly to the Board of

Directors, the Audit Committee, or the Internal Audit

Team through various channels as follows:

• Board of Directors

Email : [email protected]

Facsimile : 0-2285-0268

Post : Board of Directors


Thai Wah Tower I, 20th - 21st Floor,

21/59, 21/63-64, South Sathorn Road,

Tungmahamek, Sathorn,

Bangkok 10120

• Audit Committee


Facsimile : 0-2285-0268

Post : Audit Committee





Bangkok 10120

• Internal Audit


Facsimile : 0-2285-0268

Post : Internal Audit





Bangkok 10120

Procedure to Manage Concerns

All concerns or reports raised by whistle-blowers will

be investigated by the Internal Audit Team which will

report the fact findings to the Audit Committee for

consideration.

Mechanism to Protect Whistle-Blowers

Anonymity and confidentiality will be honoured

throughout the process. Access to information will be

limited only to responsible persons. If a whistle-

blower believes that he/she is being subjected to

discrimination, retaliation, or harassment for having

made a report, he/she should immediately report

those facts to the Board of Directors or the Audit

Committee or the Internal Audit Team through one

of the above whistle-blowing channels. Reporting

should be done promptly to facilitate investigation

and the taking of appropriate actions.

If an associate has made an allegation in bad faith

or for personal gain, disciplinary action may be taken

against him/her. Likewise, if investigations reveal that

a third party making a report had done so maliciously

or for personal gain, appropriate action, including

reporting the matter to the police, may be taken.

3.5 Social participation and development

The Company’s policy is to maintain and build

relationships with local communities by supporting

community activities regularly with a focus on

improvement of the quality of life in nearby

communities. A series of campaigns with the aim of

achieving proper sustainable development for the

benefit of local and social communities have been

launched, details as shown under the heading

“Corporate Social Responsibilities” in the Form 56-1

and in the Company’s Annual Report.


3.6 Promote Sustainable Use of Resources

Economic growth and an increase in the world’s

population have led to an increase in human

consumption of resources every year, resulting in

shortages of l imited resources and creating

environmental problems. The Company is aware of

these problems and, in order to promote the efficient

use of resources, has established the Environment,

Occupational Health and Safety Committee and

continuously carried out various energy conservation

campaigns and projects, including set goals for

certain campaigns, details as shown under the

heading “Corporate Social Responsibilities” in the

Form 56-1 and in the Company’s Annual Report.

3.7 Environmental Training for the Employees

The Company continuously provides training and

instills sense of awareness on environmental issues

to employees by carrying out various energy conservation

campaigns and projects and communicating across

the organization through the Company’s intranet

system and the notice board. Guest speakers are

also invited periodically to educate and to provide

training to the employees on matters related to the

environment, such as environmental conservation, etc.

4. Disclosures and Transparency The Company realizes the importance of disclosing

essential information related to the Company. The

Company accurately and adequately disclosed

general information, financial information and

information which might affect investors. Such

information are reliable and in accordance with

specifications of the office of the Securities and

Exchange Commission. The distributions of such

information are made through the Stock Exchange

of Thailand in order for the Company’s shareholders

and stakeholders to have equal access to the

information.

• Each of the directors and executives of the

Company has filed with the Company a report

covering his interest or his related person’s

interest in relation to management of the Company

or its subsidiaries in accordance with the criteria

and procedures as specified in the notification of

the Capital Market Supervisory Board and has

updated and filed with the Company within 30

days should there be any change in the report.

Such report is also included in the agenda of the

Board meeting for the Board’s acknowledgment

once every 3 months.

• In the previous year, the Company disclosed all

general and financial information as well as

information which may affect the price of the

Company’s securities correctly, completely,

transparently and on a timely manner, in accordance

with the rules and regulations of the SEC and the

SET. All information is communicated to investors,

shareholders and relevant sectors through the

channels of the SET and the Company’s website

(www.thaiwah.com).

• Individual investors, shareholders, stock analysts

and state agencies may contact the Company

through the Company Secretary at telephone

number 66 (0) 2285 0040 or at [email protected].

• The Company’s financial statements contain

accurate and complete information and are

prepared in accordance with generally accepted

accounting standards. In addition, they are

audited/ reviewed by auditors from a well known

auditing firm (currently DIA International Audit

Company Limited) and are approved by the

Company’s Audit Committee and Board before

being disclosed through the SET. The information

relating to the “Board of Directors’ Responsibility

for the Company’s Financial Statements” is

available in the Company’s Annual Report. In

2014, the Company’s quarterly and annual

financial statements were certified unconditionally

from the auditor.

54 A n n u a l R e p o r t 2 0 1 4

• In 2014, the Company made full disclosure of

information within the time frame specified in the

regulations of the SET and the SEC. In addition,

neither the SET nor the SEC challenged that the

Company had fai led to comply with any

disclosure requirement.

• The Company wishes to refer the following

matters to the disclosure made in other places:

a) The name of directors and the scope of the

powers, duties and responsibilities of the

Board and other committees are detailed

under the heading “Management Structure” in

the Form 56-1 and in the Company’s Annual

Report.

b) The professional experience of the directors

and members of other committees is detailed

in Attachment 1 to Form 56-1 and under the

heading “Board of Directors and Management”

in the Company’s Annual Report.

c) The number of Board meetings held and the

number of Board meetings attended by each

director in 2014 are detailed under the

heading: “Board Responsibi l i ty” in the

Company’s Annual Report.

d) The performance of the Audit Committee in

the past year is detailed in Attachment 3 to

Form 56-1, and under the heading “Report of

the Audit Committee” in the Company’s

Annual Report.

e) The performance of the Nomination and

Remuneration Committee in the past year is

detailed in Attachment 4 to Form 56-1, or

under the heading “Report of the Nomination

and Remuneration Committee” in the

Company’s Annual Report.

f) The remuneration for directors and management

is detailed under the heading “Directors’ and

Management’s Remuneration” in Form 56-1


5. Responsibilities of the Board of Directors 5.1 Board of Directors Structure

5.1.1 Composition of the Board of Directors

The shareholder’s meeting decided that the

Company’s Board of Directors would

comprise of 9 members, 3 of whom would be

Independent Directors namely Ms. Tawiratt

Narasuj, Mr. Teerawut Charoensuk and Mr.

Somchai Towiwat. These independent

directors shall independently pose questions,

express opinions or disagree in case there

are conflicting views on issues which affect

shareholders’ or stakeholders’ interests.

5.1.2 Definition of “Independent Director”

The definition of the Company’s independent

directors is the persons who have all the

necessary qualifications and independence in

accordance with the criteria set by the Capital

Market Supervisory Board as follows:

a) holding shares not exceeding one per cent

of the total number of voting rights of the

company, its parent company, subsidiary,

associated company, major shareholder or

controlling person, including the shares

held by related persons of such independent

director;

b) neither being nor having been an executive

director, employee, staff, or advisor who

receives salary, or a controlling person of the


associated company, same-level subsidiary,

major shareholder or controlling person,

unless the foregoing status has ended not

less than two years prior to the date of

appointment. Such prohibited characteristic

shall not include the case where the

independent director used to be a government

official or advisor of a government unit

which is a major shareholder or controlling

person of the company;


c) not being a person related by blood or

registration under laws, such as father,

mother, spouse, sibling, and child, including

spouse of the children of other directors,

executives, major shareholders, controlling

persons, or persons to be nominated as

executive or controlling person of the

company or its subsidiary;

d) not having a business relationship with the



controlling person, in the manner which

may interfere with his independent judgment,

and neither being nor having been a significant

shareholder or controlling person of any

person having business relationship with

the company, its parent company, subsidiary,


controlling person, unless the foregoing

relationship has ended not less than two

years prior to the date of appointment.

The term ‘business relationship’ aforemen-

tioned under paragraph one includes any

normal business transaction, rental or

lease of immovable property, transaction

relating to assets or services or grant or

receipt of financial assistance through

receiving or extending loans, guarantee,

providing assets as collateral, including

any other similar actions, which result in

the company or his counterparty being

subject to indebtedness payable to the

other party in the amount of three percent

or more of the net tangible assets of the

company or twenty million baht or more,

whichever is lower. The amount of such

indebtedness shall be calculated according

to the calculation method for value of

connected transactions under the Notification

of the Capital Market Supervisory Board

governing rules on connected transactions

mutatis mutandis. The combination of such

indebtedness shall include indebtedness

taking place during the course of one year

prior to the date on which the business

relationship with the person commences;

e) neither being nor having been an auditor

of the company, its parent company,

subsidiary, associated company, major

shareholder or controlling person, and not

being a significant shareholder, controlling

person, or partner of an audit firm which

employs auditors of the company, its

parent company, subsidiary, associated

company, major shareholder or controlling

person, unless the foregoing relationship

has ended not less than two years from

the date of appointment;

f) neither being nor having been any

professional advisor including legal advisor

or financial advisor who receives an annual

service fee exceeding two million baht

from the company, its parent company,

subsidiary, associated company, major

shareholder or controlling person, and

neither being nor having been a significant

shareholder, controlling person or partner

of the professional advisor unless the

foregoing relationship has ended not less

than two years from the date of appointment;

g) not being a director who has been

appointed as a representative of the

company’s director, major shareholder or

shareholders who are related to the

company’s major shareholder;

h) not operate any business which has the

same nature as and is in significant

competition with the business of the

company or subsidiary, or not being a

principal partner in any partnership, or not

being an executive director, employee,

staff, or advisor who receives salary; or

not holding shares exceeding one percent

of the total number of voting rights of

56 A n n u a l R e p o r t 2 0 1 4

any other company operating business

which has the same nature as and is in

significant competition with the business

of the company or subsidiary;

i) not having any characteristics which make

him incapable of expressing independent

opinions with regard to the company’s

business affairs.

After having been appointed as independent

director with qualifications complying with

the criteria under (a) to (i) of the first

paragraph, the independent director may

be assigned by the board of directors to

take part in the business decision of the


associated company, same-level subsidiary,

major shareholder or controlling person,

providing that such decision shall be in

the form of collective decision.

5.1.3 Nomination of Directors

Firstly any candidate being nominated as the

Company’s directorship must have all the

required qualifications as prescribed by the

Stock Exchange of Thailand, the SEC and the

Public Company Act.

When appointing a new candidate to the

board, the Nomination and Remuneration is

responsible for the selection and the

screening of the individuals to ensure that

they are qualif ied under the Articles of

Association of the Company, as well as taking

into consideration the nature of business and

future plans of the Company in order to

obtain professional and diversified individuals.

The candidate must also possess direct

experience with the requirements of the

Company. The Nomination and Remuneration

Committee will also review the structure, size

and composition of the board of directors

before suggesting appropriate changes to the

board for consideration and subsequent

approval from the shareholders.

The criteria of appointment of the Board of

Directors by the Shareholders’ meeting are as

follows:

1. Directors shall be elected in the shareholders’

meeting, with regard to voting, shareholders

shall have vote equaling to the number of

shares held by each of them or one share

is entitled to one vote.

2. Each shareholder may exercise all the

votes he or she has to elect one or

several persons as directors, but may not

allot his or her votes to any person at any

number.

3. The persons who received the highest

votes in their respective order of the votes

shall be elected as directors until all of

director positions that the Company may

have or that are to be elected at such

meeting are filled. Where the votes cast

for candidates in descending order are

tied, which would otherwise cause the

number of directors to be exceeded, the

Chairman of the meeting shall have a

casting vote.

If any vacancy occurs in the Board of

Directors other than by rotation, the Board of

Directors shall elect another person who is

qualified and has not been prohibited by

Section 68 of the Public Limited Company

Act. B.E. 2535 to be a director for the next

directors’ meeting, except when the period of

office for the vacating director is less than 2

months, it is then not necessary to appoint

any new director. The appointed person shall

stay in office for the remaining period of the

vacating director. The resolution of the Board

of Directors for the above shall not be less

than three-fourths of the remaining directors.

The appointment of the Board of Directors by

the Shareholders’ Meeting shall be in

accordance to the Company’s articles of

association as disclosed under the heading


“Management Structure” in Form 56-1 and in

the Company’s Annual Report.

5.1.4 External Directorship

• The Executive Chairman of the Company

shall obtain prior approval for any external

directorship from the Nomination and

Remuneration Committee.

• All other Senior Management of the

Company shall obtain prior approval

for any external directorship from the

Managing Director or the Executive

Chairman of the Company.

5.2 Sub-committees

The Board approved the establishment of two

sub-committees to assist the Board in screening

details in order to achieve operational efficiency as

follows:

5.2.1 Audit Committee

The Audit Committee comprises of three

Independent Directors, all of whom have been

appointed to oversee certain issues in various

areas within the scope of power, duties and

responsibilities assigned to them by the Board

of Directors. The Audit Committee reports the

results of its each meeting to the Board of

Directors’ meeting. Furthermore the Chairman

of the Audit Committee has adequate expertise

and experience in reviewing the creditability of

the financial reports. The members and the

scope of duties and responsibilities of the Audit

Committee have been disclosed under the

heading “Management Structure” in Form 56-1


5.2.2 Nomination and Remuneration Committee

The Nomination and Remuneration Committee

comprises of three members, all of whom have

been appointed to oversee the nomination of

directors, executives including determine the

remuneration for such persons. The Nomination

and Remuneration Committee also reports the

results of its each meeting to the Board of

Directors’ Meeting. The members and the

scope of duties and responsibilities of the

Nomination and Remuneration Committee have

been disclosed under the heading “Management

Structure” in Form 56-1 and in the Company’s

Annual Report.

5.3 Roles, Duties and Responsibilities of the Board

of Directors

5.3.1 Roles and Duties of the Board of Directors

The Board of Directors has a significant duty

to supervise the Company’s administration

to ensure that it meets the objectives and

follows the prescribed strategies. The Board

of Directors continuously follows and evaluates

the Company’s performance to ensure

transparency and maximum benefit for

shareholders and all groups of stakeholders.

The Board of Directors also oversees the

Company’s operation to ensure its effectiveness

and efficiency. Details of the Board scope of

duties and responsibi l i t ies have been

disclosed under the heading “Management

Structure” in Form 56-1 and in the Company’s

Annual Report.

5.3.2 Corporate Governance

The Board of Directors has a significant duty

to supervise the Company’s administration to

ensure that it meets the objectives strategies

and plans that have been approved by the

Board. In order to achieve maximum benefit

to the Company and all of its stakeholders;

the Board of Directors has delegated its

authority and responsibility to the management

clearly.

In addit ion the Board of Directors also

controls the management and the business

operations of the Company’s subsidiaries and

associated companies in order to maintain the

benefits of the Company’s investments in

those subsidiaries and associated companies.

Furthermore the Company’s management are

represented as directors and management in

58 A n n u a l R e p o r t 2 0 1 4

those subsidiaries and associated companies

at least in the proportion of shares held by

the Company. The nominated management

that are representing the Company must

perform their duties in the best manner that

would benefit the subsidiary and associated

company, which must also be approved by

the Company’s Board prior to the vote on

significant matters that are in the same level

as the Company’s matters. In addition, the

Company also needs to check the regulations

of the subsidiary related to connected

transactions, acquisition and disposal of

assets or any other significant corporate

transactions are complete and accurate and

the disclosure of such transactions are made

on arm’s length basis, similar to that of the

Company. Moreover the Company also needs

to monitor the filing and recording of documents,

so that the Company may use the information

for review and preparation of the consolidated

financial statement in a timely manner.

5.3.3 Code of Business Conduct

The Company holds strongly to the belief that

good business ethics is one of the key

elements for sustainable growth. To protect

the interest of all stakeholders and in the

interest of promoting and advocating good

business ethics throughout the organization,

the Company has adopted the Code of Business

Conduct, approved by the Board of Directors

and communicated to the directors, executives

and employees throughout the organization

and disseminate through the Company’s website

(www.thaiwah.com) in order to understand

and to strictly adhere to the Code accordingly.

5.3.4 Conflicts of Interest

The Board of Directors gives great attention

to issues of conflicts of interest. Considerable

efforts have been made to prevent directors,

executives and employees from reaping

personal benefits through their positions as

directors, executives or employees. Business

transactions which may lead to conflicts of

interest are considered by the Audit Committee

and the Board of Directors, where stakeholders

are excluded from the decision making process.

5.3.5 Internal Audit and Control

• Internal Control

The Company realizes the significance

of effective system of control, such as

Standard Operating Procedures, particularly

in management and operations. Hence,

the duties and responsibilities of the

employees and the management are

clearly defined.

• Internal Audit

Internal audit is an independent function

within the Company which reports directly

to the Audit Committee on audit matters

and to the Managing Director on adminis-

trative matters. Internal audits are performed

to assist the Board and Management in

the discharge of their corporate governance

responsibi l i t ies and to improve and

promote effective and efficient business

processes within the Company. The

internal auditor plans its internal audit

schedules annually in consultation with,

but independent of, Management and its

plans are submitted to and approved by

the Audit Committee. The Audit Committee

reviews the activities of the internal auditors

on a quarterly basis.

5.3.6 Internal Audit and Control

In the interest of good governance practice,

the Company uses the Code of Business

conduct to guide the use of inside information

which is announced to all the directors,

executives and employees throughout the

organization for them to understand and is

encourage complying with.


The Company has notified the Board of

Directors and Executives in regard to the

announcement of the SEC that requires the

directors and executives to report changes in

their holdings of securities to the SEC under

Section 59 of the Securit ies Exchange

Commission Act of 2535 within 3 days, should

there be any changes to their holdings. In

addition, the Board of directors and executives

are also required to notify the Company

Secretary in order for the changes to be

recorded and summary of each director’s and

executive officers’ security can be presented

to the upcoming board meetings. The Board

of Directors and Executives officers are also

informed of the penalties in case of violation

or non-compliance with such requirements.

The Company has taken measures to prevent

the use of inside information (Insider Trading).

Board of directors, management and employees,

regardless of rank, are prohibited from

disclosing confidential and price-sensitive

corporate information or dealing in the

Company’s shares during the Embargo period

which includes two weeks before and up to

the date of the announcement of results for

each of the first three quarters and one month

before and up to the date of the announcement

of results of the full-year financial results

respectively. The Company Secretary will

inform clearly one week in advance regarding

the blackout period to the directors, management

and employees.

As such the above guidelines have been

approved by the Board of Directors.

5.3.7 Remuneration of the Auditors

• Audit’s Fee

The Company and its subsidiaries paid

the audit’s fee to the audit firm for the

following fiscal year in the amount as

shown below:

Company Audit’s fee

Company 983,000 Baht

Subsidiary companies

- 26 companies

in Thailand 1,992,000 Baht

- 1 company

in Vietnam 253,000,000 Dong

• Non Audit Fees

-N/A-

5.4 Meetings of the Board and Sub-committees

The Board of Directors

The Company conducts regular Board meetings in

order to closely follow the Company’s performance.

Additional meetings are also convened as and when

the circumstances warrant. Throughout the year

2014, a total of 4 Board of Directors’ meetings was

held. At each meeting, the Company would inform

the Board of directors in advance so that they could

manage their time and could attend the meetings. In

addition, the Board of directors would receive the

agendas and the supporting documents in advance

to study before attending the meeting.

The details of attendance of the Directors for 2014

are as follows:

Board of Directors

No. of

Attendance

Ms. Pinyada Viriya 4

Mr. Umnad Sukprasongphol 4

Ms. Tawiratt Narasuj 2

Mr. Somchai Towiwat 4

Mr. Teerawut Charoensuk 4

Mr. Ariel P Vera 4

Ms. Sirivan Skulkerevathana 4

Ms. Manee Lueprasert 4

Mr. Thawan Petchlawlian 4

During the meetings, the Chairman of the Board

would preside over and duly conduct the meetings.

All the members of the Board are allowed to express

their opinions freely. The resolutions are passed with

a majority vote, providing that one director is eligible

60 A n n u a l R e p o r t 2 0 1 4

for one vote. The director with any interest in the

issue under consideration or the director ineligible to

vote is excused and to be absent during voting.

The Audit Committee

In 2014, the Company conducted 4 Audit

Committee’s meetings, and each Audit Committee

members attended the meetings as follows:

Name

No. of

Attendance

Ms. Tawiratt Narasuj 4



The Chairman of the Audit Committee allotted

sufficient amount of time to allow the management

to present information and the members of the Audit

Committee to discuss important issues in great

depth. Additionally, when the Company’s financial

statements were reviewed, the Company’s auditor

from D I A International Audit Company Limited was

asked to attend the meeting. The Audit Committee

has the absolute right to participate in an inspection

or request cooperation from the management of the

Company. The Audit Committee has the absolute

discretion to request a director or a senior executive

to attend a meeting. In addition, in 2014, the Audit

Committee attended 1 non-management meeting

with the external auditor to deliberate accounting

approaches and audit plans.

The Nomination and Remuneration Committee

In 2014, the Company conducted 2 Nomination and

Remuneration Committee meeting and each

Nomination and Remuneration Committee members

attended the meetings as follows:

Name

No. of

Attendance



Ms. Pinyada Viriya 2

The Chairman of the Nomination and Remuneration

Committee allotted sufficient amount of time to allow

the members of the Nomination and Remuneration

Committee to discuss important issues in great

depth in order to consider the nomination of the

directors, executives, and determine the remuneration

in appropriate. Including other agendas related to

the duties and responsibilities of the Nomination and

Remuneration Committee.

5.5 Board of Directors’ Report

Financial Reports

The Board of Directors has responsibi l i ty to

shareholders for the consolidated financial statements

of the Company and its subsidiaries, as well as

financial information which appears in the annual

report. Such financial statements are prepared in

accordance with the generally accepted accounting

principles, and the quarterly financial statements are

reviewed every quarter by an audit firm which also

thoroughly audits the annual financial statements.

Essential information related to the financial

statements is disclosed clearly and in full in the

notes to financial statements.

Minutes of the Meeting

After the meeting, the Company Secretary is

responsible for preparing the minutes, and sending

the certified copies to the directors. The minutes

must then be approved at the following Board’s

Meeting, where the directors may make comments,

corrections, or additions to ensure the greatest

accuracy and completeness.

Minutes of the meetings of the Board of Directors

and other sub-committees are well recorded and

correctly detail all important issues in full, including

opinions and questions of directors. All meeting

minutes and other documents related to the

meetings are systematically stored in a safe place.


5.6 Development of Directors and Managements

The Company constantly encourages its directors,

executives and employees to develop their

knowledge and skills by attending various seminars

and training programs offered by relevant

organizations, such as the Stock Exchange of

Thailand, the Office of the Securities and Exchange

Commission, etc. Furthermore the Company also

distributes relevant information to the directors and

executives of the Company in order to keep them

abreast of latest developments that will enable them

to make informed decisions which will contribute to

the efficiency and effectiveness of their work.

5.7 Orientation

The Company has provided information on the

business of the Company and other information

related to the operations of the Company to the new

directors. Such materials are useful for them in

performing their duties as directors of the Company.

62 A n n u a l R e p o r t 2 0 1 4

Corporate Social Responsibility

The Group commits itself to conducting its business with

accountability to social communities, the environment

and stakeholders by practising the principle of corporate

social responsibility (CSR) as a guideline to doing

business. In a bid to protect all stakeholders’ interests,

the Company’s code of business conduct approved by

the board of directors applies. This focuses on integrity,

transparency, corporate governance and social ethics to

maintain the Group’s sustainable growth. The code of

business conduct has been disseminated to the senior

management and staff members of the Group so that

they can use it as guidance on the performance of their

duties.

1. Fair conduct Fair competition

The Company recognises the importance of equal

and fair treatment of its counterparties by taking the

following actions:

• providing correct and adequate information and

advice in a timely manner to ensure their proper

knowledge of our products and services;

• clearly stating the terms and conditions of each

sale and purchase transaction and strictly

complying with those provisions;

• delivering good quality products that have fair

prices and meet the customer’s requirements;

and

• appointing a procurement committee responsible

for implementing the bidding procedure in relation

to any transactions worth more than one million

baht, so that all information in the proposals will

be reviewed by the committee to promote fairness.

Respect of others’ property

To recognise the importance of the property rights of

others, the Company has established a policy

applicable to the senior management and staff

members. Under this policy, senior management

must prevent the Company from violating any legal

rights of stakeholders, including its employees,

counterparties, social communities, business competitors

and creditors, through any acts or decisions made.

The Company also has an anti-piracy policy.

Supply chain management

To recognise the importance of supply chain

management, the Company has drawn up guidance

on the performance of duties by the senior management

and staff members to ensure collaboration between

the Company and various stakeholders in a bid to

enhance the Company’s sustainable wealth and

growth.

2. Anti-corruption The Company’s board and senior management

comply with the code of business conduct relating to

anti-corruption by:

• dealing with a conflict of interest in a careful,

honest, fair and independent manner to best

benefit the Company; and

• establishing and maintaining the internal audit

and control system relating to finance, operations

and compliance. Given there is an emphasis on

signalling an alert in relation to any irregularities,

the internal audit and control system should be

implemented along with risk management.


3. Respect of human rights Respecting human rights is one of the Company’s

concerns, which is incorporated into its code of

business conduct. Under this code, the board of

directors and senior management must recognise

the value of the Company’s human resources by

offering them reasonable remuneration in order to

motivate and retain high-performing employees, and

treating all employees fairly and equally, free of bias.

Each individual’s rights and freedom must be respected.

The board of directors and senior management are

responsible for ensuring the Company’s business is

managed in such a manner that does not involve

violation of human rights. All employees are free to

submit a written complaint to their supervisors. If an

employee commits a wrongdoing, the Company

applies its review procedure that promotes fairness.

4. Fair labour treatment Employment and labour relations

The Company has a policy to employ legal labour,

free of discrimination based on gender, race, religion

or sexual orientation. Hiring forced labourers or child

labourers (under the age of 18 years old) is prohibited.

Disabled persons are given employment opportunities

for any suitable positions to improve the quality of

their lives. The employment conditions, working

conditions and fringe benefits are well managed in

compliance with labour law on the basis of fairness,

social ethics and transparency. The nomination,

selection and appointment procedure of Company

personnel is of great importance. The Company’s

key considerations when hiring are a candidate’s

knowledge, ability, experience, and suitability for the

relevant job position. These requirements will also

be taken into account for determining the

employee’s wages and reviewing their job promotion.

The Company provides various fringe benefits and

facilities, including medical expenses, accident

insurance, recreation facilities, internal and external

training courses, to improve the quality of its

employees’ working conditions.

The Company has set clear policies on the

remuneration and welfare benefits which

commensurate with market rates in the same

industry and with the performance of the Company

and the individual, as set out in the Code of

Business Conduct which has been approved by the

Board of Directors.

Occupational health and safety

The Company promotes continuous training and

development to develop its employees’ skills,

knowledge and ability, and to prepare them for their

future careers. The training and development places

particular emphasis on building team spirit, as well

as promoting environmental and occupational health

and safety. In relation to the latter, the Company

provides training to its employees on environmental

and occupational health and safety, ISO 9001:2008

quality management, personal healthcare, factory

sanitation and the GMP certification standards.

The purpose of such training is to enhance the

employee’s morale, stability, and quality of working

conditions, as well as to improve their leadership

and commitment to the Company as an organisation.

On account of the Company’s continued campaign

to minimise accidents in the workplace, the rate of

work-related accidents has decreased. There have

been no records of death or severe accidents in the

Group’s manufacturing factories. These factories

joined with a government campaign for an award of

excellence in environmental and occupational health

and safety, launched by the Welfare and Labour

Protection Department and Ministry of Labour. The

objective of the campaign was to promote employee

alertness on this issue, work discipline, compliance

with safety measures, and cooperation in preventing

work-related accidents.

64 A n n u a l R e p o r t 2 0 1 4

5. Responsibility to consumers Consumer health and safety

All staff members are encouraged to recognise

the importance of safety at all stages of the

manufacturing procedure. The Company operates an

efficient reverse examination system that can prove

the manufacturing procedure through a scientific

method using standard and advanced technology

equipment. It aims to make food products using the

food safety management system according to the

HACCP and GMP standards, to control against any

hazards and to comply with laws and regulations

relating to food safety applicable in Thailand and

other countries in which the counterparties operate.

The Company’s organisational procedure has been

continuously improved to manage the clear disclosure

of complete and correct information to all relevant

parties.

The Company has a policy to produce good quality

and high standard products using state-of-the-art

technology, and maintains a quality control system

covering all stages of its manufacturing procedure.

The Company’s products have won awards for the

following international standard certifications: ISO

9001:2008, Good Manufacturing Practice (GMP),

Hazard Analysis Critical Control Point (HACCP),

KOSHER and Halal.

Marketing communications and customer’s

privacy

The Company commits itself to producing good quality

and clean food products and punctual delivery so as

to satisfy consumer requirements. The Company

continuously improves its manufacturing quality control

system to ensure it meets international standards.

The Company’s 2014 customer survey results

revealed 91% of customers are satisfied with the

Company’s products and service. This result reflects

the Company’s sound business performance, and

serves as a benchmark for further improvement of its

products and services.

6. Environmental care Sustainable use of resources

In the present day, energy use is one of the key factors

in economic improvement. Greater demand for energy

arising from economic expansion and the worsening

crisis of energy costs alerted the Company to the

importance of sustainable energy use. The Company

has put energy preservation and alternative energy

sources into action by installing a system to generate

biogas from waste water released from its factories.

Biogas is used as a fuel in generating thermal energy,

which substitutes for furnace oil in the manufacturing

procedure of cassava starch. In addition to the direct

benefit that the Company and its subsidiaries obtain

from cost reductions, the biogas system also brings

about a decrease in greenhouse gas emissions. Apart

from that the subsidiary companies are also certified

with ISO 140001: 2004 standard which represents the

Environmental Management System with the purpose

of making the organization aware of the importance of

environmental management and developing the

environment along with business development by

focusing on preventing the pollutions released and

continuous development.

In 2014, the Company’s factories and its subsidiaries

used biogas instead of furnace oil in the manufacturing

process, resulting in the volume of biogas to be 9.4

million cubic substituting 5.1 million liters of furnace oil.

However this does not include the company located in

Pimai, Nakorn Ratchsima, where the testing of the

biogas system began during November 2014.

Prevention and mitigation of pollution

To carry out the biogas project to replace the furnace

oil with biogas, the Group uses the Covered Lagoon

Bio Reactor (CLBR) technology, which incorporates in

itself the advancements, high capacity and stability and

carries the low cost of quality control. The CLBR

technology has dual function both in biogas generation

and waste water treatment. In addition to producing

benefits in the form of cost reductions, the biogas

project efficiently assists in environmental management.

The benefits in respect of mitigating environmental

effects are as follows:


• Quality of discharged water: After the waste

water passes the CLBR system, the concentration

value of organic compounds will reduce to 95-

97% for both the Company and its subsidiaries.

Subsequently, the waste water enters the open

treatment system, which is the original system

used by the factory that meets applicable standards

of the Department of Industrial Works.

• Reduction in greenhouse gas emissions:

Methane is a type of greenhouse gas that produces

21 times harsher effects than carbon dioxide.

Reducing methane emissions into the atmosphere

by reusing it as a source of energy can also

reduce the emission of carbon dioxide.

The group estimated that in 2014, the CLBR system

would reduce the greenhouse gas emissions by not

less than 90,000 tons equivalent to carbon dioxide

(tCO2e). This does not include the company located

in Pimai, Nakorn Ratchsima, where the testing of

the CLBR system began during November 2014.

• Smell: The CLBR system assists in eliminating

the unpalatable smell of waste water discharged

from the manufacturing procedure by using a

close-covering system.

• Sanitary condition of the Company’s employees

and local communities: The cause of the problem

will be solved in the manner that the unpalatable

smell and waste discharged from the manufacturing

procedure will be eliminated.

7. Social and community development Role in the market and job creation

The Company and its subsidiaries have always

recognised the importance of improving the quality

of life of local communities by participating in social

and community development for sustainable growth

as follows:

• Mushroom farming in local schools: Soil

remnants and cassava peels left from the

manufacturing procedure are used in mushroom

farming at local schools. This encourages

students, whose parents are employed by the

Company, to gain knowledge for potential future

careers. The practice of farming also generates

income to benefit local communities. Field trip

budgets, raw materials procurement, and the

establishment of farming facilities are sponsored

by the Company. Each school may prepare

lunches for the students using the mushrooms, or

sell them to local customers at a cheaper price

throughout the year. In addition, this programme

implants a hard-working sprit in the local students,

and imparts knowledge to them that can be

applied to support their families in the future.

• The cassava farmers suffered a decline in crop

volume, affecting the volume of fresh cassava

roots-a key raw material of the Company’s

manufacturing activities. This problem was

caused by poor crop rotation practices where

The Company and its subsidiary were given the outstanding award for alternative energy from the Ministry of Energy for installing the biogas system that generates biogas from the waste water released from the factories that substituted furnace oil.

66 A n n u a l R e p o r t 2 0 1 4

farmers fai led to use proper methods of

improving deteriorated soil in the plantations of

cassava and sugarcane for long periods of time.

In response, the Company launched a programme

“to promote growing varieties of beans to serve

as green manure to improve deteriorated soil”.

The objective of this programme was to

encourage the farmers to use natural fertilisers

(as opposed to chemical fertilisers) to improve

soil quality. In collaboration with government

authorities and local community leaders, the

Company has campaigned to educate farmers

by organising tutorial sessions, distributing

fact sheets, and distributing leaflets inviting

the farmers to sell their cassava crops to the

Company. This programme is expected to resolve

the problem relating to soil deterioration, which

will in turn reduce manufacturing costs and

increase crop volume.

Participation in local community

The Group emphasises cooperating with local

communities and other organisations in economic

and social development activities. The objective is

to promote strong and sustainable development of

local communities. The Group has played its role in

tackling social issues and joining social improvement

activities as follows:

• In response to an outbreak of mealybugs causing

damage to cassava planters’ crops, the Group

launched a programme “to raise and breed

parasitic wasps” in a laboratory of the Company’s

factory. The goal was to eventually release the

wasps to the farm to eradicate the mealybugs. In

addition to coping with the outbreak of mealybugs,

the objectives of this programme were to encourage

farmers to eradicate pests using natural methods,

minimise the use of chemical substances, and

reduce the cost of cassava plantation. The Company

has transformed the lessons of this programme

into tangible pieces of knowledge and advice,

and provided them to local farmers and the public.

• Encourage farmers to use the waste water

released from the factories for their agricultural

use instead of the fertil izers and chemical

substances which wil l in turn reduce the

manufacturing cost and increase the farmers’

income, while the factories can benefit from the

reduced cost of waste water treatment.

In 2014, the Company and its subsidiaries donated

money, labour, and general necessities to the local

communities, corporate entities, government bodies

and organisations to improve the well-being of local

communities. This included:

• Assisting in a campaign to plant a mangrove

forest and gather garbage by working with the

youth and the elderly at Koh Nok, Thakham

sub-district, Bangpakong district, Chachoengsao

province;

• Assisting in projects to teach the people in the

local communities with the skills and abilities to

bake bread out of tapioca starch and sago so

that they can increase their income.

• Assisting continuously in a campaign run by the

Department of Industrial Works to enhance the

industrial factories’ potential for corporate social

development (CSR-DIW).

• Encourage the medical oxygen tanks to the

Village Health Volunteer (VHV) in order to provide

them to patients in the community who do not

receive adequate medical treatment. Thus giving

the Company the opportunity to establish good

relationship with the community.

• Orientation and demonstration of the tapioca

plantation to the farmers in order to help them

understand how to increase the productivity and

their income from tapioca plantation.

• Community development projects such as renovating

the playgrounds in local community schools.

• Building a ‘Sepak Takraw’ field for employees,

visitors and especially the delivery drivers who

have to wait for the loading of the goods, to have

a place for exercising. Having a good physical

and mental health is good for employees as it

will enable them to work efficiently.


The Board of Directors had approved the Code of

Business Conduct which the Company and its

subsidiaries would carry out their work based on the

principles of good corporate governance and would not

be involved in any corruption activities. Such policy has

been announced to all employees for them to comply.

The Board of Directors also approved the Anti-Fraud

Policy which requires all of its employees at all times to

act with the highest levels of honesty and integrity

and to safeguard the Group’s resources for which they

are responsible especially if he is involved with cash

or payments systems, receipts, inventory or dealings

with contractors or suppliers. Employees should alert

their immediate supervisor where they believe the

opportunity for fraud exists because of poor internal

control procedures or lack of effective supervision. It is

the responsibility of every employee to report details

immediately.

The Group requires its employees to avoid situations

involving any direct or indirect conflict between the

employee’s personal interests and those of the Group or

clients, in particular:

• Any situation giving rise to the appearance of such

a conflict should be avoided. A conflict or the

appearance of a conflict situation can arise when an

employee’s action or decision which has an effect on

his/her own personal interest but having an opposite

effect on the Group’s interest makes it difficult for

him/her to objectively and effectively perform his/her

responsibilities to the Group.

• The employee must separate his personal affairs

from Group business.

• The employee must not personally gain, financially

or otherwise, by taking advantage of the Group’s

asset, nor does business that competes with the

Group’s business.

Anti-Fraud Policy

• The employees must not to seek rewards or gifts for

yourself or others from anyone with whom the Group

does business and not to accept entertainment or

gifts that could influence, or appear to influence, any

Group decisions. To also include policies on banning

the offer or acceptance of favours, inappropriate

gifts, or the promise of gifts to influence business

decisions in any way.

All directors, senior management and employees shall

ensure that their actions in the conduct of business

are totally transparent including appropriate segregation

of duties and processes to monitor them all. The Board

of Directors had approved the Whistle-Blowing Policy

in order to provide the employees and third parties with

a mechanism by which they can raise concerns free of

any discrimination, retaliation or harassment. The Group

will accept anonymous report and confidentiality and

anonymity will be honored throughout the reviewing

process. The reporting channel or complaints of

wrongdoing including a detailed of the reviewing

process are disclosed under the heading “Corporate

Governance” in the Form 56-1 and the 2014 annual

report of the Company.

68 A n n u a l R e p o r t 2 0 1 4

Internal Control and Risk Management

The Company’s Board of directors recognizes the

importance and assesses the internal control system

annually by means of inquiring from managements

based on the guidelines for evaluating the adequacy of

internal controls as set out by The Securities and

Exchange Commission. Furthermore, the Board of

Directors has determined the standard operating

procedure and practice for internal control and risk

management based on the guidelines of COSO (The

Committee of Sponsoring Organization of the Tread way

Commission). This also includes the establishment of

internal audit department for auditing, reviewing,

assuring and reporting directly to the Audit Committee.

The Board of Directors also recognizes the importance

of planning for risk management to include risks that are

either caused by external factors (inherent risks) and

risks caused by internal factors (control risks), which

may impact the business operations to include only

acceptable level of risks or impacts that are immaterial.

Additionally, adequacy and appropriate control are in

place for subsidiaries and related party transactions. On

the effective of internal control system, the Company

may operate effectively and efficiency by meeting its

target with financial reporting that are correctly and

reliable. Below are the internal control and risk

management based on the COSO guidelines as follow:

Control Environment: Board of directors have provided

management system and set up organizational chart

that are apparent, independent and practical which have

been communicated efficiently. In order to achieve the

Company’s success in targets and policies have been

implemented such as the policies related to good

corporate governance, business ethics and code of

business conduct for al l the managements and

employees. So, all business operations are carried out

with transparency and fairness to the Company and

other individual.

Risk management: Board of directors analyzed and

evaluated factors that may cause risk to the Company

for determining the control for these risk factors and

also provide risk management in order to reduce the

impact of risks that may arise in case the defined

business objectives are unable to be achieved.

Control activity: Board of directors have determined

the segregation of duty, operation practice explicitly,

level of authority, responsibility and defined the standard

operating procedure to ensure that the operation is

correct and appropriate.

Information system and communications: Board of

directors recognizes the importance to the information

system and data communications by establishing

information technology department that regulates

and continuously develops the system so that

communications and operation of work can be done

accurately and up to date. Furthermore the information

system allows important information to be

communicated to managements within reasonable

period so that business decisions can be made

effectively. Apart from this, the Board has also

established policies based on the laws of Computer

Related Crime Act to govern the use of sensitive

information and other company’s equipment. The

information of policies, regulations, code of conduct

including other documentations and announcements are

communicated within the organization through channels

via email and intranet to the employees.

Monitoring: Organizing the Board of directors and Audit

Committee meeting once each quarter and regularly

organizing the Board of directors meeting. In order to

analyze, evaluate and summarize performance to

ensure that its meetings the business target. And also

plan and improve business performance by tracking and

fixing any inaccuracies that may occur.


Base on the policies and practices on internal controls,

the Board of directors considers the Company’s internal

control system to be adequate, appropriate and efficient

and no significant material weaknesses in the Company’s

internal control system. In addition, the audit of the

Company’s and subsidiaries’ financial results for the

year 2014 which was carried out by D I A International

Audit Co., Ltd., as the external auditor of the Company,

no material weaknesses in the internal control system

was detected.

Head of internal audit The Audit Committee meeting had appointed

Mr. Narupon Wuttichai to be the head of the internal

audit department base on his qualifications, knowledge

and his abilities to perform the tasks. He has attended

several training courses of internal audit by The Institute

of Internal Auditors of Thailand. He also has experience

in auditing and reviewing financial statements of other

enterprises which can be applied in his practice.

Mr. Narupon has full understanding of the Company’s

processes and procedures. Overall, the Audit Committee

is satisfied with the appointment of Mr. Narupon as the

head of internal audit and believes that he has full

ability in performing his role.

The appointment, transfer and dismissal of the head of

internal audit of the company must be approved by the

Audit Committee. Further details on the qualifications of

the head of internal audit can be seen in attachment 3 to

Form 56-1, and under the heading Profile of the Head of

Internal Audit Unit in the Company’s 2014 Annual Report.

70 A n n u a l R e p o r t 2 0 1 4

Profile of the Head of Internal Audit Unit

Name : Mr. Narupon Wuttichai

Age : 32 Years

Educational Background : • Bachelor of Accounting, Bangkok University

• Certified Public Accountant No. 10419

• Cooperative Audior in Thailand No. 10395

Experience : • 2012 - Present

Internal Audit Manager,


• 2011 - 2012

Audit Manager,

Marzars Limited

• 2004 - 2011

Audit Manager,

KPMG Phoomchai Audit Ltd

Training and Seminar : • Skill for New Auditor In-Change, The Institute of Internal Audit

• Risk Assessment of Internal Control COSO, ERM by function

• TFRS & IFRS

• Taxation


Opinion of the Board of Directors on the Companyûs Internal Control

The Board of directors has assessed the Company’s

internal control system by inquiring from the management

and relying on the Audit Committee’s report. The Board

of Directors are of the opinion that the Company’s

internal control system, comprising of 5 components

namely control environment, risk assessment, control

activities, information & communication and monitoring

activities, is adequate with sufficient personnel to

conduct the system efficiently and that no material

weaknesses are found in the Company’s internal control

system. This also includes the internal control system to

monitor the operations of its subsidiaries to ensure that

the assets of the Company and its subsidiaries are

protected and not misused by directors or management.

In addition, the internal control system in regard to

entering into the connected transactions is also

adequate.

(Ms. Pinyada Viriya)

Chairman of the Board

72 A n n u a l R e p o r t 2 0 1 4

The Audit Committee of Thai Wah Starch Public

Company Limited comprises of 3 independent

directors namely Ms. Tawiratt Narasuj as the Chairman

of the Audit Committee, Mr. Somchai Towiwat and

Mr. Teerawut Charoensuk as members of the Audit

Committee.

In 2014, the Audit Committee held 4 meetings with 100

percent attendance of its members. The Company’s

senior management, internal and external auditors were

also present during the meeting for the appropriate

items of the agenda. Summaries from each meeting

were presented to the Board of Directors.

The Audit Committee carried out all its duties within the

limitations as delegated by the Board of Directors of the

Company and in accordance with the regulations of

Thai Wah Starch Public Company Limited. Under its

scope of authority and responsibilities, which is in

conformance with the regulations as set forth by the

Stock Exchange of Thailand, the Audit Committee

addressed the following areas:

Review of the quarterly, 2014 annual financial

statements, and consolidated financial statements of

the Company to assure that they have been prepared

according to the generally accepted accounting

standards and the 2004 Accounting Act as well as the

applicable rules, regulations and announcements of the

Stock Exchange of Thailand and the Securit ies

Exchange Commission, including adequate disclosure of

financial information and timely preparation. In addition,

the Audit Committee had held one meeting with the

auditors without the presence of the Company’s

executive officer to determine the course plan of the

audit.

Report of the Audit Committee

Review and evaluation of the Internal Control

The Audit Committee reviewed the internal control

system of the Company and its subsidiaries which

follows the internal control framework as set out by

COSO (The Committee of Sponsoring Organization of

the Treadway Commission) comprising of 5 components

namely internal control, risk assessment, operational

control, information & communications and monitoring

activities. The Audit Committee is satisfied that the

Company’s and its subsidiaries’ internal control is both

sufficient and appropriate to support the business

operations. The Company has established an internal

audit department where the officer in chief has adequate

knowledge and experience in audit ing financial

statements of various businesses including attending

training courses and seminars related to the practice of

internal audit provided by the Association of Internal

Auditors of Thailand. The Audit Committee made

recommendations on certain aspects to the internal

audit team to be in line with the auditing standards on

internal controls. Additionally, an assessment was made

jointly with the auditors on the Company’s internal

control who are of the opinion that no significant issues

or material weaknesses were found in the internal

control, concluding that the Company internal control is

adequate and effective.

Transactions with related parties

The Audit Committee made an assessment of

transactions between the Company and its subsidiaries

to assure that the Company carried out the transactions

according to normal conditions in operating the business

and made full and sufficient disclosure.

Good Corporate Governance Policy

The Company places importance on managing with

good governance and supervision to maintain

transparency and good ethics for bolstering the

confidence of related parties.


Consideration for the Appointment of Auditors for 2015

Due consideration and agreement was given for

appointing EY Office Limited, with Mr. Sophon

Permsirivallop, Certified Public Accountant No. 3182

and/or Ms. Rungnapa Lertsuwankul, Certified Public

Accountant No. 3516 and/or Ms. Pimjai Manitkajohnkit,

Certified Public Accountant No. 4521 and/or Ms.

Rosaporn Decharkom, Certified Public Accountant No.

5659 and/or Ms. Sumana Punpongsanon, Certified

Public Accountant No. 5872 as auditors of Thai Wah

Starch Public Company Limited for the year 2015 to be

proposed to the Board of Directors for further

consideration and approval at the 2015 Annual

Shareholders Meeting.

In 2014, the Audit Committee has performed its duties

prudently and independently and issued its opinion

for the benefit of the company, receiving information,

resources and cooperation from management without

exception. From the review and supervision under the

scope of responsibilities in the aforementioned topics,

i t can be summarized that the eff iciency and

appropriateness of internal control, administrative

management and corporate governance practices are

adequate and transparent. In addition, the company has

continuously improved auditing system to be effective

and suitable to the business environment. All relevant

information with materiality has been sufficiently

disclosed in the Notes to the financial statements in

accordance to related regulations.

(Ms. Tawiratt Narasuj)

Chairman of the Audit Committee

20 February 2015

74 A n n u a l R e p o r t 2 0 1 4

The Board of Directors is responsible for the Company’s

financial statements including the notes to the financial

statements.

In its review of the financial statements, the Board

of Directors has relied upon the reports and work

performed by the Company’s external auditors, D.I.A.

International Audit Company Limited, and the

Company’s Audit Committee which has carried out

extensive discussions with management of the

Company. The Board has also satisfied itself that there

Board of Directorsû Responsibility for the Companyûs Financial Statements

On behalf of the Board

Thai Wah Starch Public Co., Ltd

(Ms. Pinyada Viriya)

Chairman of the Board

(Ms. Pinyada Viriya) (Mr. Umnad Sukprasongphol)

Joint Managing Director Joint Managing Director

is no material weaknesses in the Company’s internal

accounting controls, internal control system and

standard operating procedures.

The Board of Directors is therefore able to conclude that

the financial statements for the year ended 2014 have

been prudently prepared in accordance with generally

accepted accounting principles to give a correct and

complete presentation, in all material aspects, the

financial position of the Company.


THAI WAH STARCH PUBLIC COMPANY LIMITED AND SUBSIDIARY COMPANIES

FINANCIAL STATEMENTS AS AT DECEMBER 31, 2014

76 A n n u a l R e p o r t 2 0 1 4

To the Shareholder’s of Thai Wah Starch Public Company Limited

I have audited the accompanying consolidated and separate financial statements of Thai Wah Starch Public

Company Limited and its subsidiary and of Thai Wah Starch Public Company Limited, which comprise consolidated

and separate statements of financial position as at December 31, 2014, consolidated and separate statements of

comprehensive income, consolidated and separate statements of changes in shareholders’ equity, and consolidated

and separate statements of cash flows for the year then ended, including notes of summary of significant accounting

policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with

the financial reporting standards, and for such internal control as management determines is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud of error.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in

accordance with standards on auditing. Those standards require that we comply with ethical requirements and plan

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

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial

statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,

as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

AUDITORûS REPORT


Opinion

In my opinion, the consolidated and separate financial statements present fairly, in all material respects, the

consolidated and separate financial position of Thai Wah Starch Public Company Limited and its subsidiary and of

Thai Wah Starch Public Company Limited as at December 31, 2014, and their financial performance and cash flows

for the year then ended in accordance with the financial reporting standards.

Other matter

The consolidated and separate financial statements of Thai Wah Starch Public Company Limited and its subsidiary

and of Thai Wah Starch Public Company Limited as at December 31, 2013, were audited by another auditor of our

firm, who expressed an unqualified opinion on those statements, under her report dated February 27, 2014.

D I A International Audit Co., Ltd.

(Miss Somjintana Pholhirunrat)

C.P.A. (Thailand)

Registration No. 5599

February 24, 2015

78 A n n u a l R e p o r t 2 0 1 4


STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2014

(Unit : Baht)

Consolidated Separate

Assets Note 2014 2013 2014 2013

Current assets

Cash and cash equivalents 6 745,068,294 765,464,083 576,115,036 447,333,111

Temporary investments - 4,082,112 - -

Trade and other receivables 7 409,675,870 346,159,394 366,121,126 327,619,896

Short-term loans to related companies 5 - - 74,455,172 95,455,172

Inventories 8 391,451,756 419,544,937 243,012,060 241,546,839

Other current assets 47,547,352 44,464,098 29,329,663 23,290,629

Total current assets 1,593,743,272 1,579,714,624 1,289,033,057 1,135,245,647

Non-current assets

Available-for-sale investments 9 215,369,450 194,485,900 215,369,450 194,485,900

Investments in associated companies 10 - 388,575 - 299,200

Investments in subsidiary companies 11 - - 385,457,544 572,254,310

Investment property 13 180,776,857 179,811,682 504,000 504,000

Property, plant and equipment 14 700,617,288 572,489,859 305,458,856 196,587,135

Land use right 15 3,446,152 3,846,223 - -

Deposits at financial institutions subject to restrictions 16 62,709,000 70,763,000 53,050,000 61,028,000

Deferred tax assets 21 18,506,133 16,233,341 11,238,167 10,395,451

Other non-current assets 6,377,689 6,071,661 1,920,980 1,924,980

Total non-current assets 1,187,802,569 1,044,090,241 972,998,997 1,037,478,976

Total assets 2,781,545,841 2,623,804,865 2,262,032,054 2,172,724,623

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



STATEMENTS OF FINANCIAL POSITION (Cont.) AS AT DECEMBER 31, 2014

(Unit : Baht)


Liabilities and shareholders’ equity Note 2014 2013 2014 2013

Current liabilities

Short-term loan from financial institution 17 12,157,020 7,446,296 - -

Trade and other payables 18 161,555,164 145,523,682 101,628,973 97,622,631

Current portion of long-term loan 19 20,040,000 20,040,000 - -

Short-term loan from related company 5.7 2,566,572 2,510,936 - -

Income tax payable 26,400,324 36,087,712 22,388,057 30,699,893

Other current liabilities 13,232,490 10,295,989 564,534 428,679

Total current liabilities 235,951,570 221,904,615 124,581,564 128,751,203

Non-current liabilities

Long-term loan from financial institutions 19 18,616,413 5,340,000 - -

Employee benefit obligations 20 57,546,477 54,805,732 40,947,591 39,402,868

Deferred tax liabilities 21 25,901,066 18,785,467 22,640,691 16,625,329

Other non-current liabilities 7,260,907 3,218,191 626,500 626,500

Total non-current liabilities 109,324,863 82,149,390 64,214,782 56,654,697

Total liabilities 345,276,433 304,054,005 188,796,346 185,405,900


80 A n n u a l R e p o r t 2 0 1 4


STATEMENTS OF FINANCIAL POSITION (Cont.) AS AT DECEMBER 31, 2014

(Unit : Baht)


Liabilities and shareholders’ equity (cont.) Note 2014 2013 2014 2013

Shareholders’ equity

Share capital

Registered

78,750,000 ordinary shares of Baht 10 each 787,500,000 787,500,000 787,500,000 787,500,000

Issued and paid-up

78,536,038 ordinary shares of Baht 10 each 785,360,380 785,360,380 785,360,380 785,360,380

Premium on share capital 177,462,623 177,462,623 177,462,623 177,462,623

Retained earnings

Appropriated - statutory reserve 22 78,750,000 78,750,000 78,750,000 78,750,000

Unappropriated 1,314,053,531 1,227,346,574 1,081,883,606 1,012,673,461

Other components of equity (57,661,501) (74,848,943) (50,220,901) (66,927,741)

Equity attributable to Company’s shareholders 2,297,965,033 2,194,070,634 2,073,235,708 1,987,318,723

Non-controlling interests 138,304,375 125,680,226 - -

Total shareholders’ equity 2,436,269,408 2,319,750,860 2,073,235,708 1,987,318,723

Total liabilities and shareholders’ equity 2,781,545,841 2,623,804,865 2,262,032,054 2,172,724,623




STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2014

(Unit : Baht)


Note 2014 2013 2014 2013

Sales 4,074,218,905 3,362,208,574 2,958,676,380 2,479,234,337

Cost of sales (3,396,421,533) (2,783,856,986) (2,557,449,177) (2,129,150,829)

Gross profit 677,797,372 578,351,588 401,227,203 350,083,508

Dividend income 5,382,628 4,014,025 63,719,668 66,665,005

Other income 28 74,796,749 84,429,965 75,254,875 74,676,554

Profit before expenses 757,976,749 666,795,578 540,201,746 491,425,067

Selling expenses (224,873,988) (172,621,513) (151,299,002) (117,369,581)

Administrative expenses (171,620,280) (167,310,530) (123,075,274) (124,472,109)

Profit before share of loss from investment in associated

companies, finance costs and income tax expenses 361,482,481 326,863,535 265,827,470 249,583,377

Share of loss from investment in associated companies (4,874) (2,373) - -

Profit before finance costs and income tax expenses 361,477,607 326,861,162 265,827,470 249,583,377

Finance costs (2,967,650) (1,436,645) - (96,595)

Profit before income tax expenses 358,509,957 325,424,517 265,827,470 249,486,782

Income tax expenses 21 (76,641,181) (74,221,575) (39,676,649) (37,088,395)

Net profit for the year 281,868,776 251,202,942 226,150,821 212,398,387


82 A n n u a l R e p o r t 2 0 1 4


STATEMENTS OF COMPREHENSIVE INCOME (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2014

(Unit : Baht)


Note 2014 2013 2014 2013

Other comprehensive income (loss)

Unrealized gain (loss) on fair value changes on investment 16,706,840 (4,667,960) 16,706,840 (4,667,960)

Currency translation differences of subsidiary 686,574 11,519,463 - -

Other comprehensive income (loss) for the year 17,393,414 6,851,503 16,706,840 (4,667,960)

Total comprehensive income for the year 299,262,190 258,054,445 242,857,661 207,730,427

Net profit attributable to:

Equity holders of the Company 243,647,633 219,123,941 226,150,821 212,398,387

Non - controlling interests 38,221,143 32,079,001

281,868,776 251,202,942

Total comprehensive income attributable to:

Equity holders of the Company 260,835,075 222,519,605 242,857,661 207,730,427

Non - controlling interests 38,427,115 35,534,840

299,262,190 258,054,445

Basic earnings per share (Baht) 23

Net profit attributable to equity holders of the Company 3.10 2.79 2.88 2.70



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84 A n n u a l R e p o r t 2 0 1 4

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STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014

(Unit : Baht)


2014 2013 2014 2013

Cash flows from operating activities

Net profit for the year attributable to equity holders of the Company 243,647,633 219,123,941 226,150,821 212,398,387

Adjustments to reconcile net profit to net cash provided by

(used in) operating activities:

Profit attributable to non-controlling interests 38,221,143 32,079,001 - -

Depreciation and amortization 47,680,878 34,529,271 23,493,419 16,102,193

Doubtful accounts 1,727,938 1,925,496 3,035,337 3,399,758

Loss on inventory devaluation 1,021,172 2,222,884 1,212,197 2,222,884

Interest income (9,993,887) (14,639,064) (15,589,388) (15,181,901)

Dividend income (5,382,628) (4,014,025) (63,719,668) (66,665,005)

(Gain) loss on cash received upon liquidation of the subsidiaries

and associate (212) - 762,341 -

Gain from sales of assets (1,121,567) (29,107) (900,774) (450,074)

Gain from sales of investment in subsidiary - - - (3,247)

Realized gain on exchange rate from dividend income - - (670,175) (4,717,020)

Unrealized (gain) loss on exchange rate 4,015,146 (4,762,880) 3,775,493 (5,676,423)

Reversal loss on impairment of investment in subsidiaries - - (9,798,375) (4,126,464)

Reversal of an impairment loss of investment property (965,175) - - -

Share of loss from investments in associates 4,874 2,373 - -

Provisions for employee benefit obligations 5,901,276 5,664,156 4,027,655 3,885,803

Income tax expenses 76,641,181 74,221,575 39,676,649 37,088,395

Finance costs 2,967,650 1,436,645 - 96,595

Profit from operating activities before changes in operating assets

and liabilities 404,365,422 347,760,266 211,455,532 178,373,881


86 A n n u a l R e p o r t 2 0 1 4


STATEMENTS OF CASH FLOWS (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2014

(Unit : Baht)


2014 2013 2014 2013

Changes in operating assets and liabilities

Trade and other receivables (69,259,559) (31,257,813) (38,740,444) (20,405,157)

Inventories 27,072,010 (122,460,812) (2,677,418) (67,020,625)

Other current assets (3,083,256) 1,451,091 (6,039,034) 11,734,887

Deposits at financial institutions subject to restrictions 8,054,000 14,862,000 7,978,000 2,972,000

Other non-current assets (2,578,821) (1,145,084) (838,716) 1,473,273

Trade and other payables 8,608,125 17,417,813 (467,851) (15,559,926)

Other current liabilities 6,083,417 (4,415,964) (924,640) 1,018,455

Employee benefit obligations (3,160,531) (2,969,343) (2,482,932) (2,533,863)

Other non-current liabilities 6,981,605 2,368,808 1,838,652 1,087,645

Income tax paid (89,540,046) (62,919,891) (46,992,551) (20,266,698)

Net cash provided by operating activities 293,542,366 158,691,071 122,108,598 70,873,872

Cash flows from investing activities

Interest received 9,993,887 14,639,064 9,017,772 7,668,847

Decrease (increase) in temporary investments 4,082,112 (4,082,112) - -

Decrease (increase) in short-term loans to subsidiary companies - - 21,000,000 (16,646,000)

Increase in cash on changes in the status of investment

from associated company to subsidiary company - 224,172 - -

Purchases of property, plant and equipment (167,691,163) (138,809,139) (127,849,314) (67,119,581)

Cash received from sales of property, plant and equipment 1,144,495 1,328,142 923,701 958,936

Receipt of capital return from subsidiary and associated company 383,913 - 196,132,001 -

Cash received from sales of investment in subsidiary company - - - 15,660

Dividend received from subsidiary companies - - 59,007,215 67,368,000

Dividend received from related companies 5,382,628 4,014,025 5,382,628 4,014,025

Net cash provided by (used in) investing activities (146,704,128) (122,685,848) 163,614,003 (3,740,113)




STATEMENTS OF CASH FLOWS (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2014

(Unit : Baht)


2014 2013 2014 2013

Cash flows from financing activities

Interest paid (2,967,650) (1,436,645) - (96,595)

Cash received short-term loan from financial institutions 4,710,724 7,446,296 - -

Cash received from long-term loan from financial institutions 33,316,413 43,750,000 - -

Cash paid for long-term loan from financial institutions (20,040,000) (18,370,000) - -

Increase in long-term loans and advances from related companies 55,636 61,189 - -

Dividend paid to shareholders of the Company (156,940,676) (78,383,338) (156,940,676) (78,383,338)

Cash paid to non-controlling interests upon liquidation (801,326) - - -

Dividend paid by subsidiary companies to non-controlling interests (25,001,640) (26,850,420) - -

Net cash used in financing activities (167,668,519) (73,782,918) (156,940,676) (78,479,933)

Effect of exchange rate change 434,492 5,500,904 - -

Net increase (decrease) in cash and cash equivalents (20,395,789) (32,276,791) 128,781,925 (11,346,174)

Cash and cash equivalents at beginning of year 765,464,083 797,740,874 447,333,111 458,679,285

Cash and cash equivalents at end of year 745,068,294 765,464,083 576,115,036 447,333,111


88 A n n u a l R e p o r t 2 0 1 4


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014

1. GENERAL INFORMATION Thai Wah Starch Public Company Limited (“the Company”), is a public company incorporated and domiciled

in Thailand and listed in the Stock Exchange of Thailand on September 16, 1985. The Company and its

subsidiary companies operate their businesses in Thailand, except for one subsidiary company which

operates in Vietnam. The Company and its subsidiary companies are principally engaged in the manufacture

and distribution of tapioca products. The Company’s registered address, which is the head-office, is 21/59,

21/63-64 Thai Wah 1 Bldg., 20th - 21st Floor, South Sathorn Road, Tungmahamek, Sathorn, Bangkok.

2. BASIS OF PREPARATION OF CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS The financial statements have been prepared in conformity with the financial reporting standards principles

enunciated under the Accounting Professions Act B.E. 2547 and presented in accordance with the notification

of Department of Business Development by Ministry of Commerce dated September 28, 2011 regarding the

condensed form should be included in the financial statements B.E. 2554 and the regulation of the Securities

and Exchange Commission regarding the preparation and presentation of the financial reporting under the

Securities and Exchange Act B.E. 2535.

The consolidated and separate financial statements have been prepared under the historical cost convention

except as disclosed in the accounting policies.

An English version of the consolidated and separate financial statements have been prepared from the

statutory financial statements that are in the Thai language. In the event of a conflict or a difference in

interpretation between the two languages, the Thai language statutory financial statements shall prevail.


The consolidated financial statements include the financial statements of Thai Wah Starch Public Company

Limited and the following subsidiaries:

(Unit: percent)

Assets as a Revenues as a

percentage to the percentage to the

Country Percentage consolidated consolidated total

of of total assets revenues for the years

Company’s name Nature of business incorporation shareholding as at 31 December ended 31 December

2014 2013 2014 2013 2014 2013

Thai Wah Alpha Starch Company Limited Manufacture of Thailand 99.99 99.99 1.03 1.17 0.62 0.61

alpha starch

DI Company Limited Manufacture of Thailand 99.93 99.93 2.25 2.94 5.75 2.42

tapioca starch

Thai Wah Rice Flour Company Limited Dormant Thailand 83.33 83.33 0.38 0.41 0.01 0.01

Tay Ninh Tapioca Join Stock Company Manufacture of tapioca

starch, glucose and Vietnam 70.00 70.00 12.11 10.48 20.68 22.22

candy

Thai Nam Tapioca Company Limited Manufacture of Thailand 70.00 70.00 11.11 11.24 0.60 1.17

tapioca starch

Thai Wah Realty Limited Property development Thailand 99.99 99.99 2.31 2.45 - -

Bangna Property Development Company Holding company Thailand - 99.99 - 1.24 - 0.03

Limited (Dissolution)

Rachada Property Development Holding company Thailand - 99.99 - 6.09 0.02 0.13

Company Limited (Dissolution)

Bangpakong Turakij Company Limited Landholding Thailand 99.99 99.99 3.26 3.45 - -

Chiang Saen Land Company Limited Landholding Thailand 99.99 99.99 1.47 1.42 - -

Thai Wah (6) Company Limited Landholding Thailand 99.99 99.99 1.46 1.41 0.13 0.14

Bang Thao (6) Company Limited Landholding Thailand 99.99 99.99 0.76 0.81 - -

Mae Chan Land Company Limited Landholding Thailand 99.99 99.99 0.54 0.58 - -

Tha Thungna Land Company Limited Landholding Thailand 99.99 99.99 0.25 0.29 - -

Thai Sin Tapioca (1989) Company Limited Landholding Thailand 99.99 99.99 0.19 0.19 - -

Thai Ongkarak Company Limited Landholding Thailand 99.98 99.98 0.67 0.71 - -

Mae Hong Son Land Development Limited Landholding Thailand 84.97 84.97 0.23 0.31 - -

Thai Nam Tapioca (1) Company Limited Landholding Thailand 69.95 69.95 0.05 0.05 - -

Laguna (2) Company Limited Dormant (Dissolution) Thailand - 99.40 - - - -

Bang Thao (7) Company Limited Dormant (Dissolution) Thailand - 99.30 - - - -

Phang Nga Resorts Limited Landholding Thailand 99.93 99.93 - - - -

Bang Thao (5) Company Limited Landholding Thailand 99.93 99.93 - - - -

Thai Modified Starch Company Limited Dormant Thailand 94.62 94.62 0.29 0.30 - 0.01

Architrave Design & Planning Company Dormant Thailand 99.88 99.88 - - - -

Limited

Thai Wah Marketing Services Limited Dormant (Dissolution) Thailand - 80.00 - 0.16 - -

Business Evolution Company Limited Not commenced Thailand - 99.70 - - - -

(indirect held by 2 subsidiaries) operation

Mae Joe Land Company Limited Dormant Thailand 49.99 49.99 0.01 0.01 - -

90 A n n u a l R e p o r t 2 0 1 4

The financial statements of the overseas subsidiary company are translated to Thai Baht at the average

closing exchange rate as to assets and liabilities, and at the monthly average exchange rate applying during

the year for revenues and expenses. The resultant difference has been shown under the caption of “Currency

translation differences” in the shareholders’ equity.

The financial statements of the overseas subsidiary company were audited by its auditor overseas.

Outstanding balance between the Company and subsidiary companies and significant intercompany

transactions are eliminated from the consolidated financial statements.

3. APPLICATION OF NEW ACCOUNTING STANDARDS The Federation of Accounting Professions issued the following accounting standards, financial reporting

standard, accounting standard interpretations and accounting treatment guidance that are effective for fiscal

years beginning on or after January 1, 2014.

Accounting Standards

TAS 1 (revised 2012) Presentation of Financial Statements

TAS 7 (revised 2012) Statement of Cash Flows

TAS 12 (revised 2012) Income Taxes

TAS 17 (revised 2012) Leases

TAS 18 (revised 2012) Revenue

TAS 19 (revised 2012) Employee Benefits

TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates

TAS 24 (revised 2012) Related Party Disclosures

TAS 28 (revised 2012) Investments in Associates

TAS 31 (revised 2012) Interests in Joint Venture

TAS 34 (revised 2012) Interim Financial Reporting

TAS 36 (revised 2012) Impairment of Assets

TAS 38 (revised 2012) Intangible Assets

Financial Reporting Standard

TFRS 2 (revised 2012) Share - Based Payments

TFRS 3 (revised 2012) Business Combinations

TFRS 5 (revised 2012) Non-current Asset Held for Sale and Discontinued Operations

TFRS 8 (revised 2012) Operating Segments

Accounting Standard Interpretation

TSIC 15 Operating Leases-Incentives

TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease

TSIC 29 Service Concession Arrangements: Disclosures

TSIC 32 Intangible Assets-Web Site Costs


Financial Reporting Standard Interpretations

TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities

TFRIC 4 Determining whether an Arrangement contains a Lease

TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental

Rehabilitation Funds

TFRIC 7 Applying the Restatement Approach under TAS 29

Financial Reporting in Hyperinflationary Economies

TFRIC 10 Interim Financial Reporting and Impairment

TFRIC 12 Service Concession Arrangements

TFRIC 13 Customer Loyalty Programmes

TFRIC 17 Distributions of Non-cash Assets to Owners

TFRIC 18 Transfers of Assets from Customers

The initial application of these new and revised TFRSs have no material effect on the financial statements.

New accounting standards issued during the period and not yet effective

During the year, the Federation of Accounting Professions has issued notifications, already published in the

Royal Gazette, mandating the use of Accounting Standard, Financial Reporting Standard, Accounting

Standard Interpretation and Financial Reporting Standard Interpretations as follows.

Effective date

Accounting Standard

TAS 1 (revised 2014) Presentation of Financial Statements January 1, 2015

TAS 2 (revised 2014) Inventories January 1, 2015

TAS 7 (revised 2014) Statement of Cash Flows January 1, 2015

TAS 8 (revised 2014) Accounting Policies, Changes in Accounting Estimates and Errors January 1, 2015

TAS 10 (revised 2014) Events after the Reporting Period January 1, 2015

TAS 11 (revised 2014) Construction Contracts January 1, 2015

TAS 12 (revised 2014) Income Taxes January 1, 2015

TAS 16 (revised 2014) Property, Plant and Equipment January 1, 2015

TAS 17 (revised 2014) Leases January 1, 2015

TAS 18 (revised 2014) Revenue January 1, 2015

TAS 19 (revised 2014) Employee Benefits January 1, 2015

TAS 20 (revised 2014) Accounting for Government Grants and January 1, 2015

Disclosure of Government Assistance

TAS 21 (revised 2014) The Effects of Changes in Foreign Exchange Rates January 1, 2015

TAS 23 (revised 2014) Borrowing Costs January 1, 2015

TAS 24 (revised 2014) Related Party Disclosures January 1, 2015

TAS 26 (revised 2014) Accounting and Reporting by Retirement Benefit Plans January 1, 2015

TAS 27 (revised 2014) Separate Financial Statements January 1, 2015

TAS 28 (revised 2014) Investments in Associates and Joint Ventures January 1, 2015

TAS 29 (revised 2014) Financial Reporting in Hyperinflationary Economies January 1, 2015

TAS 33 (revised 2014) Earnings per Share January 1, 2015

TAS 34 (revised 2014) Interim Financial Reporting January 1, 2015

92 A n n u a l R e p o r t 2 0 1 4

Effective date

Accounting Standard

TAS 36 (revised 2014) Impairment of Assets January 1, 2015

TAS 37 (revised 2014) Provisions, Contingent Liabilities and Contingent Assets January 1, 2015

TAS 38 (revised 2014) Intangible Assets January 1, 2015

TAS 40 (revised 2014) Investment Property January 1, 2015

Financial Reporting Standard

Conceptual Framework for Financial Reporting (revised 2014)

TFRS 2 (revised 2014) Share-based Payment January 1, 2015

TFRS 3 (revised 2014) Business Combinations January 1, 2015

TFRS 4 (revised 2014) Insurance Contracts January 1, 2016

TFRS 5 (revised 2014) Non-current Assets Held for Sale and Discontinued Operations January 1, 2015

TFRS 6 (revised 2014) Exploration for and Evaluation of Mineral Resources January 1, 2015

TFRS 8 (revised 2014) Operating Segments January 1, 2015

TFRS 10 Consolidated Financial Statements January 1, 2015

TFRS 11 Joint Arrangements January 1, 2015

TFRS 12 Disclosure of Interests in Other Entities January 1, 2015

TFRS 13 Fair Value Measurement January 1, 2015

Accounting Standard Interpretations

TSIC 10 (revised 2014) Government Assistance - No Specific Relation to January 1, 2015

Operating Activities

TSIC 15 (revised 2014) Operating Leases - Incentives January 1, 2015

TSIC 25 (revised 2014) Income Taxes - Changes in the Tax Status of an Entity January 1, 2015

or its Shareholders

TSIC 27 (revised 2014) Evaluating the Substance of Transactions Involving January 1, 2015

the Legal Form of a Lease

TSIC 29 (revised 2014) Service Concession Arrangements: Disclosures January 1, 2015

TSIC 31 (revised 2014) Revenue - Barter Transactions Involving Advertising Services January 1, 2015

TSIC 32 (revised 2014) Intangible Assets - Web Site Costs January 1, 2015


TFRIC 1 (revised 2014) Changes in Existing Decommissioning, Restoration and January 1, 2015

Similar Liabilities

TFRIC 4 (revised 2014) Determining whether an Arrangement contains a Lease January 1, 2015

TFRIC 5 (revised 2014) Rights to Interests arising from Decommissioning, Restoration January 1, 2015

and Environmental Rehabilitation Funds

TFRIC 7 (revised 2014) Applying the Restatement Approach under TAS 29 January 1, 2015

Financial Reporting in Hyperinflationary Economies

TFRIC 10 (revised 2014) Interim Financial Reporting and Impairment January 1, 2015

TFRIC 12 (revised 2014) Service Concession Arrangements January 1, 2015

TFRIC 13 (revised 2014) Customer Loyalty Programmes January 1, 2015

TFRIC 14 TAS 19 - The Limit on a Defined Benefit Asset, January 1, 2015

Minimum Funding Requirements and their Interaction


Effective date


TFRIC 15 (revised 2014) Agreements for the Construction of Real Estate January 1, 2015

TFRIC 17 (revised 2014) Distributions of Non-cash Assets to Owners January 1, 2015

TFRIC 18 (revised 2014) Transfers of Assets from Customers January 1, 2015

TFRIC 20 Stripping Costs in the Production Phase of a Surface Mine January 1, 2015

The management of the Company expects that the adoption of these new and revised Standards will be no

material impact on the financial statements in the period of initial application.

4. SIGNIFICANT ACCOUNTING POLICIES 4.1 Revenue recognition

4.1.1 Revenues from sales of goods

Sales of goods are recognized when the significant risks and rewards of ownership of the goods

have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods

supplied after deducting sales return discounts and allowances.

4.1.2 Revenues from rental and services

Rental income is recognized over the rent period and services income are recognized when

services have been rendered taking into account the stage of completion.

4.1.3 Interest income and dividend income

Interest income is recognized on an accrual basis based on the effective interest rate. Dividend

income is recognized when the right to receive the dividend is established.

4.2 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash at bank, and all highly liquid investments

with an original maturity of three months or less and not subject to withdrawal restrictions.

4.3 Trade and other receivables

Trade and other receivables are stated at the net realizable value. Allowance for doubtful accounts is

provided for the estimated losses that may be incurred in collection of receivables. The allowance is

generally based on collection experiences and analysis of debtor aging.

4.4 Inventories

Inventories are valued at the lower of cost and net realizable value. Cost is determined by the weighted

average method except for factory supplies, the cost of which determined by the first-in, first-out method.

The cost of purchase comprises both the purchase price and costs directly attributable to the purchase

of the inventory, such as transportation charges, less all attributable discounts, allowances and

rebates. The cost of finished goods and work in process comprise raw materials, direct labor, other

direct costs and related production overheads, the latter being allocated on the basis of normal

operating activities. Net realizable value is the estimate of the selling price in the ordinary course of

business, less the costs of completion and selling expenses.

Allowance for stock obsolescence is set up for obsolete, slow-moving and defective inventories.

94 A n n u a l R e p o r t 2 0 1 4

4.5 Investments

Investments in subsidiaries and associated companies presented in separate financial statements are

recorded under the cost net of allowance for impairment.

Investments in associated companies presented in consolidated financial statements are recorded at

equity method.

Investment in available-for-sale security is carried at fair value less allowance for impairment of

investment. The differences between book value and fair value are presented as other comprehensive

income (loss) in statement of comprehensive income and unrealized gain (loss) on fair value changes

on investment in the shareholders’ equity.

Investment in non-marketable equity security which the Company classifies as other investment, is

valued at cost net of allowance for impairment (if any).

Cost of short-term and long-term investments sold during the year were computed by the weighted

average method. Gain or loss of those investment sales are stated in the statement of comprehensive

income.

4.6 Investment properties

Investment properties are properties which are held to earn rental income, for capital appreciation or

for both, but not for sale in the ordinary course of business, use in the production or supply of goods or

services or for administrative purposes.

Investment properties are stated at cost less accumulated depreciation and impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The

cost of self-constructed investment property includes the cost of materials and direct labour, and other

costs directly attributable to bringing the investment property to a working condition for its intended use

and capitalised borrowing costs.

4.7 Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and allowance for

impairment of assets (if any).

When parts of an item of property, plant and equipment have different useful lives, they are accounted

for as separate items (major components) of property, plant and equipment.

Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other

amount substituted for cost, less its residual value.

Depreciation of plant and equipment is calculated by reference to their costs on a straight-line basis

(except for assets acquired prior to 1986, for which the declining balance basis is used) over the

following estimated useful lives: -

Buildings and buildings improvement 10 - 45 years

Machinery and factory equipment 5 - 20 years

Office furniture, fixtures, equipment and motor vehicles 3 - 15 years

Depreciation is included in determining income.

No depreciation has been provided for land and construction in progress.


Expenditures for additions, renewals and improvements are capitalized. Repair and maintenance costs

are recognized as expenses when incurred.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and

adjusted if appropriate.

4.8 Land use right and amortization

Land use right of an overseas subsidiary company is stated at cost less accumulated amortization.

Amortization is calculated by reference to cost on a straight-line basis over the expected future period,

for which the assets are expected to generate economic benefit for 30 years.

The amortization is included in determining income.

4.9 Long-term leases

Leases which transfer substantially all the risks and rewards of ownership are classified as finance

leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the

present value of the minimum lease payments. The outstanding rental obligations, net of finance

charges, are included in other long-term payables, while the interest element is charged to profit or

loss over the lease period. The equipment acquired under finance leases is depreciated over the

shorter of the useful life of the asset and the lease period.

Operating lease payments are recognised as an expense in profit or loss on a straight line basis over

the lease term.

4.10 Related party transactions

Related parties comprise enterprises and individuals that control, or are controlled by, the Company,

whether directly or indirectly, or which are under common control with the Company.

They also include associated companies and individuals which directly or indirectly own a voting

interest in the Company that gives them significant influence over the Company, key management

personnel, directors and officers with authority in the planning and direction of the Company’s

operations.

4.11 Foreign currencies

The consolidated and separate financial statements are presented in Thai Baht which is functional

currency of the Company. Items of each entity included in the consolidated financial statements are

measured using the functional currency of that entity.

Foreign currency transactions are translated into Baht at the rates ruling on the transaction dates.

Assets and liabilities in foreign currency outstanding on the statements of financial position date are

translated into Baht at the rates ruling on the statements of financial position date.

Gains and losses from the change of foreign exchange rate are included in determining income.

96 A n n u a l R e p o r t 2 0 1 4

4.12 Impairment of asset

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 make 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 recognized in the statement of comprehensive income. (An asset’s recoverable

amount is the higher of fair value less costs to sell or value in use).

4.13 Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed

contributions into a separate entity and will have no legal or constructive obligation to pay further

amounts. Obligations for contributions to defined contribution pension plans are recognised as an

employee benefit expense in profit or loss in the periods during which services are rendered by

employees.

Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as

the related service is provided.

Post-employment benefits and other long-term employee benefits

The Company and subsidiary companies provide a post-employment benefit obligations, payable to

employees under the Thai Labor Protection Act, and other long-term employee benefits. These

obligations are determined by a qualified independent actuary based on actuarial techniques, using the

projected unit credit method. The present value of the defined benefits obligation is determined by

discounting estimated future cash flows using yields on the government bonds which have terms to

maturity approximating the terms of related liability. The estimated future cash flows shall reflect

employee salaries, turnover rate, length of service and other.

Any actuarial gain and loss arising from post-employment benefits that are recognised in other

comprehensive income will be recognised immediately in retained earning.

Any actuarial gain and loss from other long-term employee benefits are recognised in profit and loss.

4.14 Directorsû and managementûs remuneration

Directors’ remuneration represents the benefits paid to the Company’s directors in accordance with

Section 90 of the Public Company Limited Act, exclusive of salaries and related benefits.

Remuneration to management is salaries, remuneration and other benefits to their directors and

management, in accordance with the definitions in the notification of the Securities and Exchange

Commission. Management under such definition includes a chief executive officer, the next four

executive levels immediately below the chief executive officer and all persons in positions comparable

to those fourth executive levels.


4.15 Income tax

Income tax expense represents the sum of corporate income tax currently payable and deferred tax.

Current tax

Current income tax is provided in the accounts at the amount expected to be paid to the taxation

authorities, based on taxable profits determined in accordance with tax legislation.

Deferred tax

Deferred income tax is provided on temporary differences between the tax bases of assets and

liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at

the end of the reporting period.

The Company and its subsidiary companies recognise deferred tax liabilities for all taxable temporary

differences while they recognise deferred tax assets for all deductible temporary differences and tax

losses carried forward to the extent that it is probable that future taxable profit will be available against

which such deductible temporary differences and tax losses carried forward can be utilised.

At each reporting date, the Company and its subsidiary companies review and reduce the carrying

amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will

be available to allow all or part of the deferred tax asset to be utilised.

The Company and its subsidiary companies record deferred tax directly to shareholders’ equity if the

tax relates to items that are recorded directly to shareholders’ equity.

4.16 Provision for liabilities

The Company and its subsidiaries recognize a provision for liabilities when an entity has a present

legal or constructive obligation as a result of a past event. It is probable that an outflow of economic

benefits resources will be required to settle the obligation and reliable estimate can be made of the

amount of the obligation.

4.17 Use of accounting estimates

Preparation of financial statements in conformity with the financial reporting standards principles

required the management to make several estimation and assumption which affect the reported

amounts in the financial statements and notes related thereto. Consequent actual results may differ

from those estimates.

Estimates and assumptions are continually evaluated and are based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under the

circumstances.

The Company and its subsidiaries make estimates and assumptions concerning the future. The

resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates

and assumptions that may have a risk of causing an adjustment to the carrying amounts of assets

within the next financial year relate primarily to allowance for doubtful accounts, allowance for

impairment of assets, allowance for stock obsolescence, depreciation of plant and equipment,

amortization of land use right and employee benefit obligation. All other estimates mentioned above

are further detailed in the corresponding disclosures.

98 A n n u a l R e p o r t 2 0 1 4

5. RELATED PARTY TRANSACTIONS 5.1 Significant transactions with related parties

During the years, the Company has significant business transactions with its subsidiary companies,

associated companies and related companies (related by way of shareholding or common shareholders

and/or directors). Related party transactions for the years ended December 31, 2014 and 2013 are

summarized as follows: -

(Unit : Million Baht)

Transaction Consolidated Separate

type Payee Payer 2014 2013 2014 2013 Price policy

Rental and TWS TDC 4.19 1.86 4.19 1.86 Agreement (1.3, 1.4 and 1.8)

service TW6 TDC 5.33 4.91 - - Agreement (1.3)

TWPL TWS 9.48 9.89 9.48 9.89 Agreement (1.1)

Others Others - - 7.76 6.30 Agreement and agreed basis

(1.2, 1.5, 1.6 และ 1.7)

Interest TWS TWRL - - 4.70 5.37 Agreement (2.1)

TWS DI - - 1.53 1.50 Agreement (2.1)

Others Others - - 1.89 2.14 Agreement (2.1 และ 2.2)

Trading of TWS TWFP 60.42 52.78 60.42 52.78 Market price

goods and TWS TDC 6.39 51.10 6.39 51.10 Market price

supplies TDC TWS 49.97 54.78 49.97 54.78 Market price

TWS CT - 191.14 - 191.14 Market price

(USD 6.49 (USD 6.49

million) million)

VTC TAY 23.49 6.08 - - Market price

(VND 15,349 (VND 4,276

million) million)

TN TWS - - 1,232.29 1,050.76 Agree basis (3.1)

TWAS TWS - - 10.90 9.59 Agree basis (3.1)

TWS TWAS - - 20.73 11.65 Agree basis (3.1)

Others Others - - 1.54 0.83 Agree basis (3.1)

Dividend TWS TAY - - 54.70 62.65 As declared

(USD 1.68 (USD 2.10

million) million)

TWS TN - - 3.64 - As declared

TWS TWFP 4.20 3.58 4.20 3.58 As declared

TWS LRH 1.18 0.44 1.18 0.44 As declared

Abbreviation

TWS = Thai Wah Starch Public Company Limited

Subsidiaries

TN = Thai Nam Tapioca Company Limited

TWAS = Thai Wah Alpha Starch Company Limited

DI = DI Company Limited

TW6 = Thai Wah (6) Company Limited

TAY = Tay Ninh Tapioca Join Stock Company

TWRL = Thai Wah Realty Limited


Associated company

WL = The Walon (1) Company Limited

Related companies

(Related by share holding or common shareholders and/or directors)

TWFP = Thai Wah Food Products Public Company Limited

TWPL = Thai Wah Plaza Limited

TDC = Tapioca Development Corporation Limited

LRH = Laguna Resorts & Hotels Public Company Limited

CT* = Chungman Trading Company Limited

Others = More than one Subsidiary, Associated and Related companies

* Since April 29, 2013, there was no common directors which caused Chungman Trading Company Limited

to be no longer a related company.

Price policy 1. These transactions relate to:

1.1 Rental and service fee for office space at Thai Wah Tower I are approximately Baht 315-555

per square metre per month. Rental and service fee are charged at the rate within the range

charged to other non related tenants in Thai Wah Tower I and also within the market rental

range of office buildings that are similar quality and location. Other expenses and utility are

reimbursed at cost. These are normal course of business. The agreement is effective till

December 31, 2017.

1.2 Reimbursement of office expenses such as photocopy expenses, telephone charges and other

utility charges are reimbursed at cost.

1.3 Land rental for factory as per co-investment agreement of which period is 30 years will be

expired in 2019. Rental rate is charged at 7.5% of the current appraised value of the land and

will be revised every three years. The present rate is Baht 698,750 per month charged by TWS

and TW6 of Baht 255,000 per month and Baht 443,750 per month, respectively. The rental rate

is within the range charged in the market.

1.4 Warehouse rental charges are at Baht 0.75-30 per bag per month which depend on size of bag.

1.5 Land rental for factory premise charge is Baht 302,000 per year.

1.6 Land rental for factory premise charge is Baht 627,000 per year.

1.7 Warehouse rental charges for 2 locations are Baht 30,000 per month and Baht 3,500 per month.

1.8 Commission charges are agreed basis.

2. These transactions relate to:

2.1 Interest charged is at the monthly average of finance costs plus 1 percent per annum.

2.2 Interest charged is at fixed deposit rate.

3. These transactions relate to:

3.1 Selling price is cost plus margin of each type of product.

The outstanding balances of related party transactions have been separately shown in the

statements of financial position as follows: -

100 A n n u a l R e p o r t 2 0 1 4

5.2 Trade receivables - related companies

(Unit: Thousand Baht)


2014 2013 2014 2013

Trade receivables - subsidiary company

Thai Wah Alpha Starch Company Limited - - 26,017 27,215

Total trade receivables - subsidiary company - - 26,017 27,215

Trade receivables - related companies

Thai Wah Food Products Public Company Limited 6,068 4,802 6,068 4,802

Tapioca Development Corporation Limited 6,835 - 6,835 -

Total trade receivables - related companies 12,903 4,802 12,903 4,802

Total 12,903 4,802 38,920 32,017

5.3 Short-term loans to related companies


Separate

December During the year December

31, 2013 Increase Decrease 31, 2014

Short-term loans - subsidiary companies

Bang Thao (6) Company Limited 935 - - 935

Chiang Saen Land Company Limited 7,755 - - 7,755

DI Company Limited 69,911 60,200 (82,000) 48,111

Mae Chan Land Company Limited 831 - - 831

Mae Hong Son Land Development Limited 1,635 - - 1,635

Thai Ongkarak Company Limited 13,998 - - 13,998

Tha Thungna Land Company Limited 390 - - 390

Thai Nam Tapioca (1) Company Limited - 800 - 800

Mae Joe Land Company Limited 8,048 - - 8,048

Less: Allowance for doubtful accounts (8,048) - - (8,048)

Total short-term loans - subsidiary companies 95,455 61,000 (82,000) 74,455

Short-term loans to related companies are unsecured. The loans are repayable within one year and

carry interest at the rates of 2.88 - 3.30 percent per annum.


5.4 Other receivables - related companies



2014 2013 2014 2013

Other receivables - subsidiary companies

Bang Thao (6) Company Limited - - 1,512 1,472

DI Company Limited - - 132 193

Chiang Saen Land Company Limited - - 11,247 10,773

Thai Wah (6) Company Limited - - 20 20

Mae Chan Land Company Limited - - 1,801 1,733

Mae Hong Son Land Development Limited - - 3,100 2,988

Thai Nam Tapioca Company Limited - - 100 104

Thai Nam Tapioca (1) Company Limited - - 2 -

Thai Ongkarak Company Limited - - 19,679 19,236

Thai Wah Alpha Starch Company Limited - - 927 721

Tha Thungna Land Company Limited - - 1,521 1,448

Thai Wah Realty Limited - - 182,149 177,448

Architrave Design & Planning Company Limited - - 7,128 6,859

Bang Thao (5) Company Limited - - 9,947 9,684

Phang Nga Resorts Limited - - 15,727 15,337

Laguna (2) Company Limited - - - 621

Bang Thao (7) Company Limited - - - 373

Mae Joe Land Company Limited - - 24,104 23,849

Less: Allowance for doubtful accounts - - (222,342) (222,159)

Total other receivables - subsidiary companies, net - - 56,754 50,700

Other receivables - related companies

Tapioca Development Corporation Limited 1,387 403 1,387 403

International Commercial Development

Company Limited 20 20 20 20

Total other receivables - related companies 1,407 423 1,407 423

Total 1,407 423 58,161 51,123

102 A n n u a l R e p o r t 2 0 1 4

5.5 Long-term loans to subsidiary companies


December During the year December

31, 2013 Increase Decrease 31, 2014

Long-term loans to subsidiary companies

Architrave Design & Planning Company Limited 7,413 - - 7,413

Bang Thao (5) Company Limited 6,839 - - 6,839

Phang Nga Resorts Limited 11,161 - - 11,161

Thai Wah Realty Limited 148,325 - - 148,325

Total long-term loans to subsidiary companies 173,738 - - 173,738

Less: Allowance for doubtful accounts (173,738) - - (173,738)

Long-term loans to subsidiary companies, net - - - -

Long-term loans to subsidiary companies are unsecured. The loans carry interest at the rates of 2.88 - 3.30

percent per annum.

5.6 Trade payables - related companies



2014 2013 2014 2013

Trade payables - subsidiary companies

Thai Wah Alpha Starch Company Limited - - 924 1,243

Thai Nam Tapioca Company Limited - - 15 31

Total trade payables - subsidiary companies - - 939 1,274

Trade payables - related company

Tapioca Development Corporation Limited 22,307 16,739 22,307 16,739

Total trade payables - related company 22,307 16,739 22,307 16,739

Total 22,307 16,739 23,246 18,013

5.7 Short-term loan from related company

Short-term loan from related company is the balance of loan which Mae Joe Land Company loaned

from International Commercial Development Company Limited. The loan carries interest at the rates of

2.60 - 2.88 percent per annum and is repayable at call.


5.8 Directors and managementûs remuneration

During the year ended December 31, 2014 and 2013, the Company and its subsidiary companies had

employee benefit expenses of their directors and management as follow:



2014 2013 2014 2013

Short - term employee benefits 32,503 25,988 31,853 25,396

Post - employment benefits 388 372 388 372

Other long - term employee benefits 12 12 12 12

Total 32,903 26,372 32,253 25,780

6. CASH AND CASH EQUIVALENTS (Unit: Thousand Baht)


2014 2013 2014 2013

Cash 15,348 18,963 1,519 4,214

Cash at banks - current accounts 30,332 17,686 19,417 12,559

Cash at banks - saving accounts 202,621 281,885 118,040 196,053

Cash at banks - fixed deposits not over 3 months 496,767 446,930 437,139 234,507

Total 745,068 765,464 576,115 447,333

104 A n n u a l R e p o r t 2 0 1 4

7. TRADE AND OTHER RECEIVABLES Trade and other receivables are aged as follows: -



Age of receivables Note 2014 2013 2014 2013

Trade receivables - related companies

Not yet due 11,025 4,366 21,952 6,663

Past due

Up to 3 months 1,878 436 2,285 4,280

3 - 6 months - - 3,682 3,185

6 - 12 months - - 9,401 4,678

Over 12 months - - 1,600 13,211

Total trade receivables - related Companies 5.2 12,903 4,802 38,920 32,017

Trade receivables - others

Not yet due 332,409 295,439 226,072 238,226

Past due

Up to 3 months 62,852 40,622 42,754 4,445

3 - 6 months 219 - 219 -

6 - 12 months - 3,174 - -

Over 12 months 3,573 3,659 3,537 3,623

Total trade receivables - others 399,053 342,894 272,582 246,294

Less: Allowance for doubtful accounts (3,687) (1,960) (3,542) (1,814)

Trade receivables - others, net 395,366 340,934 269,040 244,480

Other receivables - related companies 1,407 423 58,161 51,123

Total other receivables - related companies 5.4 1,407 423 58,161 51,123

Total trade and other receivables 409,676 346,159 366,121 327,620

8. INVENTORIES (Unit: Thousand Baht)


2014 2013 2014 2013

Finished goods 295,404 364,765 217,898 216,918

Raw materials 37,554 2,056 - -

Packing materials 16,375 12,538 12,263 11,400

Factory supplies 42,185 37,651 17,952 16,844

Others 9,475 11,055 1,985 2,259

Total inventories 400,993 428,065 250,098 247,421

Less : Allowance for stock obsolescence (9,541) (8,520) (7,086) (5,874)

Inventories - net 391,452 419,545 243,012 241,547

For the year ended December 31, 2014 and 2013, inventories recognised as an expense in cost of sales are

Baht 3,396 million and Baht 2,784 million, respectively in the consolidated financial statements (separate

financial statements : Baht 2,557 million and Baht 2,129 million, respectively).


9. AVAILABLE - FOR - SALE INVESTMENTS (Unit: Thousand Baht)

Consolidated and Separate

2014 2013

Investment in securities

Equity securities

Laguna Resorts & Hotels Public Company Limited 174,010 174,010

Thai Wah Food Products Public Company Limited 72,534 72,534

Total 246,544 246,544

Less: Unrealized loss on fair value changes on investment (31,175) (52,058)

Total available - for - sale investments (presented at fair value) 215,369 194,486

10. INVESTMENTS IN ASSOCIATED COMPANIES Percentage of holding

Nature of Paid-up capital (direct and indirect)

business 2014 2013 2014 2013

Million Baht Million Baht Percent Percent

Investments in associated company

The Walon (1) Company Limited Land holding - 1.00 - 29.9



Investments at equity method Investments at cost method

2014 2013 2014 2013

The Walon (1) Company Limited - 389 - 299

The Walon (1) Company Limited has registered for the dissolution with the Ministry of Commerce on June 30,

2014. Subsequently on August 13, 2014, the above associated company registered the completeness of its

liquidation process. The Company had received its return from investment approximately Baht 0.4 million.

11. INVESTMENTS IN SUBSIDIARY COMPANIES Investments Paid-up capital Percentage of holding at cost method

2014 2013 2014 2013 2014 2013

Million Million Percent Percent Thousand Thousand Baht Baht Baht Baht

Investments in subsidiary companies

Agricultural business

Thai Wah Alpha Starch Company Limited 18.00 18.00 99.99 99.99 17,999 17,999

DI Company Limited 10.00 10.00 99.93 99.93 9,409 9,409

Thai Wah Rice Flour Company Limited 30.00 30.00 83.33 83.33 24,999 24,999

Tay Ninh Tapioca Joint Stock Company 124.13 124.13 69.99 69.99 86,876 86,876

Thai Nam Tapioca Company Limited 86.60 86.60 70.00 70.00 60,620 60,620.

106 A n n u a l R e p o r t 2 0 1 4

Investments Paid-up capital Percentage of holding at cost method

2014 2013 2014 2013 2014 2013

Million Million Percent Percent Thousand Thousand Baht Baht Baht Baht

Land holding and others

Thai Wah Realty Limited 100.00 100.00 99.99 99.99 119,012 119,012

Bangna Property Development

Company Limited - 28.14 - 99.99 - 32,000

Rachada Property Development

Company Limited - 162.00 - 99.99 - 161,999

Bangpakong Turakij Company Limited 91.00 91.00 99.99 99.99 90,999 90,999

Chiang Saen Land Company Limited 75.00 75.00 99.99 99.99 74,999 74,999

Thai Wah (6) Company Limited 29.00 29.00 99.99 99.99 28,999 28,999

Bang Thao (6) Company Limited 21.50 21.50 99.99 99.99 21,499 21,499

Mae Chan Land Company Limited 15.00 15.00 99.99 99.99 14,999 14,999

Tha Thungna Land Company Limited 15.00 15.00 99.99 99.99 14,999 14,999

Thai Sin Tapioca (1989) Company Limited 5.00 5.00 99.99 99.99 4,999 4,999

Thai Ongkarak Company Limited 4.00 4.00 99.98 99.98 3,999 3,999

Phang Nga Resorts Limited 1.00 1.00 99.93 99.93 999 999

Bang Thao (5) Company Limited 0.25 0.25 99.93 99.93 250 250

Laguna (2) Company Limited - 0.10 - 99.40 - 100

Bang Thao (7) Company Limited - 0.03 - 99.30 - 25

Thai Modified Starch Company Limited 10.00 10.00 94.62 94.62 9,462 9,462

Mae Hong Son Land Development Limited 2.00 2.00 84.97 84.97 1,699 1,699

Thai Nam Tapioca (1) Company Limited 1.00 1.00 69.95 69.95 700 700

Architrave Design & Planning

Company Limited 0.50 0.50 99.88 99.88 500 500

Thai Wah Marketing Services Limited - 20.00 - 80.00 - 16,000

Mae Joe Land Company Limited 3.00 3.00 49.99 49.99 1,500 1,500

Total 589,517 799,641

Less: Allowance for impairment of

investments (204,060) (227,387)

Investment in subsidiary companies, net 385,457 572,254

All subsidiary companies are incorporated and operate in Thailand except for Tay Ninh Tapioca Company

Limited which is incorporated and operates in Vietnam. This subsidiary company is engaged in the

manufacture and sale of tapioca products which has a term of operation for 30 years since January 31, 1994.

In May 2014, Tay Ninh Tapioca Company Limited has registered as a Joint Stock Company and renamed an

official name to Tay Ninh Tapioca Joint Stock Company.

In 2014, the Company has recorded dividend income from Tay Ninh Tapioca Joint Stock Company and Thai

Nam Tapioca Company Limited amounting to Baht 54.70 million and Baht 3.64 million respectively in the

separate financial statements.


Bangna Property Development Company Limited and Rachada Property Development Company Limited had

registered for the dissolution with the Ministry of Commerce on March 4, 2014. Subsequently on April 8, 2014,

the above subsidiaries registered the completeness of their liquidation process. The Company had received

its return from investment approximately Baht 192.5 million.

Thai Wah Marketing Services Limited had registered for the dissolution with the Ministry of Commerce on

June 30, 2014. Subsequently on October 3, 2014, the above subsidiary registered the completeness of its

liquidation process. The Company had received its return from investment approximately Baht 3.2 million.

Bang Thao (7) Company Limited and Laguna (2) Company Limited had registered for the dissolution with the

Ministry of Commerce on September 30, 2014. Subsequently on December 2, 2014, the above subsidiary

registered the completeness of its liquidation process.

12. OTHER LONG-TERM INVESTMENT Investment in related company

Consolidated

Nature of Country of Percentage and Separate

business incorporation of holding 2014 2013

Percent Thousand Thousand Baht Baht

Ordinary shares

Tropical Resorts Limited Holding company Hong kong 19.8 45,703 45,703

Less: Allowance for impairment of

investment (45,703) (45,703)

Other long-term investment, net - -

13. INVESTMENT PROPERTY (Unit: Thousand Baht)


2014 2013 2014 2013

Land - cost 248,003 248,003 504 504

Less: Allowance for impairment of assets (67,226) (68,191) - -

Investment property, net 180,777 179,812 504 504

Certain land are mortgaged to secure loan from financial institution.

The appraised value of investment property determined by independent appraisers using comparative method

is approximately Baht 425.20 million in the consolidated financial statements and Baht 147.00 million in the


108 A n n u a l R e p o r t 2 0 1 4

14. PROPERTY, PLANT AND EQUIPMENT (Unit: Thousand Baht)

Consolidated

Office furniture,

Buildings Machinery fixtures,

and buildings and factory equipment and Construction

Land improvement equipment motor vehicles in progress Total

Cost:

As at January 1, 2013 132,806 285,322 557,389 154,910 151,692 1,282,119

Purchase/Transfer in - 74,977 178,902 13,391 84,617 351,887

Disposal/Transfer out - (12,437) (10,379) (54,225) (226,094) (303,135)

Translation adjustment - 4,442 17,393 1,188 - 23,023

As at December 31, 2013 132,806 352,304 743,305 115,264 10,215 1,353,894


Disposal/Transfer out - - (3,676) (822) (74,050) (78,548)

Translation adjustment - 304 1,237 85 - 1,626

As at December 31, 2014 132,806 362,809 819,875 120,396 90,315 1,526,201

Accumulated depreciation:

As at January 1, 2013 - 224,128 462,736 112,063 - 798,927

Depreciation for the year - 6,794 19,182 8,195 - 34,171

Depreciation on disposal - (12,008) (9,991) (53,744) - (75,743)

Translation adjustment - 3,615 12,734 875 - 17,224

As at December 31, 2013 - 222,529 484,661 67,389 - 774,579


Depreciation on disposal - - (3,654) (820) - (4,474)

Translation adjustment - 264 1,011 73 - 1,348

As at December 31, 2014 - 231,304 514,102 73,353 - 818,759

Allowance for impairment:

As at December 31, 2013 - 6,825 - - - 6,825

As at December 31, 2014 - 6,825 - - - 6,825

Net book value:

As at December 31, 2013 132,806 122,950 258,644 47,875 10,215 572,490

As at December 31, 2014 132,806 124,680 305,773 47,043 90,315 700,617

Depreciation for the year:

2013 (Baht 25.1 million included in manufacturing cost, and the balance in selling and administrative expenses) 34,171



(Unit: Thousand Baht))

Separate

Office furniture,

Buildings Machinery fixtures,

and buildings and factory equipment and Construction

Land improvement equipment motor vehicles in progress Total

Cost:

As at January 1, 2013 8,757 160,814 173,783 103,601 68,396 515,351


Disposal/Transfer out - (12,109) (7,464) (52,369) (102,949) (174,891)

As at December 31, 2013 8,757 187,829 236,954 62,123 8,347 504,010


Disposal/Transfer out - - (3,105) (822) (66,245) (70,172)

As at December 31, 2014 8,757 192,608 303,117 66,379 61,610 632,471

Accumulated depreciation:

As at January 1, 2013 - 135,648 153,574 73,532 - 362,754


Depreciation on disposal - (11,831) (7,349) (52,253) - (71,433)

As at December 31, 2013 - 127,632 152,307 27,484 - 307,423


Depreciation on disposal - - (3,083) (821) - (3,904)

As at December 31, 2014 - 131,879 163,550 31,583 - 327,012

Net book value:

As at December 31, 2013 8,757 60,197 84,647 34,639 8,347 196,587

As at December 31, 2014 8,757 60,729 139,567 34,796 61,610 305,459

Depreciation for the year:



As at December 31, 2014 and 2013, the net book value of plant and equipment acquired before 1986, which

are depreciated on the declining balance method, is Baht 1.6 million and Baht 8.3 million, respectively

(separate financial statement: Baht 1.6 million and Baht 8.3 million, respectively).

As at December 31, 2014 and 2013, certain plant and equipment of the Company and its subsidiary

companies have been fully depreciated but are still in use. The original cost of those assets amounting to

Baht 682.3 million and Baht 680.4 million, respectively (separate financial statement: Baht 254.7 million and

Baht 262.0 million, respectively).

Land and construction thereon owned by the Company and certain subsidiaries are mortgaged to secure the

credit facilities from financial institution.

The appraised value of land determined by independent appraisers using comparative method is

approximately Baht 570.5 million in the consolidated financial statements and Baht 135.4 million in the


110 A n n u a l R e p o r t 2 0 1 4

15. LAND USE RIGHT (Unit: Thousand Baht)

Consolidated

Cost:

January 1, 2014 11,443

Translation adjustment (61)

December 31, 2014 11,382

Accumulated amortization:

January 1, 2014 7,597

Amortization for the year 374

Translation adjustment (35)

December 31, 2014 7,956

Net book value:

January 1, 2014 3,846

December 31, 2014 3,446

Amortization expenses included in the statements of comprehensive income for the year:

2013 359

2014 374

16. DEPOSITS AT FINANCIAL INSTITUTIONS SUBJECT TO RESTRICTIONS As at December 31, 2014 and 2013, deposits at financial institutions in the consolidated and separate

financial statements which are subject to restrictive conditions for bank overdrafts, letter of credit and letter of

guarantee facilities amount to Baht 62.7 million and Baht 70.8 million, respectively in the consolidated

financial statements and Baht 53.0 million and Baht 61.0 million respectively in the separate financial

statements.

17. SHORT-TERM LOAN FROM FINANCIAL INSTITUTIONS Short-term loan from financial institution is an unsecured loan of a subsidiary company under credit facilities

of Vietnamese Dong 70,000 million with the interest rate of 6.8% per annum.

18. TRADE AND OTHER PAYABLES (Unit: Thousand Baht)


Note 2014 2013 2014 2013

Trade payables - related companies 5.6 22,307 16,739 23,246 18,013

Trade payables - others 14,860 9,997 5,231 5,341

Advance receipts from customers 3,443 6,731 1,541 6,563

Other payables 120,945 112,057 71,611 67,706

Total 161,555 145,524 101,629 97,623


19. LONG-TERM LOAN FROM FINANCIAL INSTITUTIONS (Unit: Thousand Baht)

Consolidated

December 31, 2014

Long-term loan 38,657

Less: Current portion of long-term loan (20,040)

Long-term loan, net of current portion 18,617

Movements in long-term loan account during the year ended December 31, 2014 are summarized below:


Consolidated

Balance as at January 1, 2014 25,380

Borrowings 33,317

Less: Repayment (20,040)

Balance as at December 31, 2014 38,657

A long-term loan of a subsidiary company under credit facilities of Baht 60 million is monthly repaid totaling 36

installments of Baht 1.67 million each. The loan carries interest at a rate of MLR-1.90% per annum. The loan

is secured by the mortgage of the subsidiary’s land and construction thereon.

A long-term loan of another subsidiary company comprises credit facilities Vietnamese Dong 28,000 million

with the credit term of 84 month. The maturity date is December 31, 2021 and the interest rate is 8.5 per

annum for the first year from the first disbursement and the 12 months term saving deposit plus interest rate

2.7% per annum for the sequent years. There is a grace period of 12 months from the date of the first

disbursement. This loan is secured by assets taken from loan.

20. EMPLOYEE BENEFIT OBLIGATIONS The Company and its subsidiary companies pay post-employment benefit and pension based on the

requirement of the Thai Labour Protection Act B.E. 2541 (1998) to provide retirement benefits and other long

term benefit to employees based on pensionable remuneration and length of service.

Employee benefit obligations in statements of financial position



2014 2013 2014 2013

Post-employment benefits - Legal severance

benefits - Legal 45,840 43,083 34,798 32,880

Other long-term employee benefits 11,706 11,723 6,150 6,523

Total 57,546 54,806 40,948 39,403

112 A n n u a l R e p o r t 2 0 1 4

Movement in the present value of the defined benefit obligations



2014 2013 2014 2013

For the year ended December 31,

Employee benefit obligations as at January 1, 54,806 52,111 39,403 38,051

Current service costs and interest 5,901 5,664 4,028 3,886

Benefits paid during the years (3,161) (2,969) (2,483) (2,534)

Employee benefit obligations as at December 31, 57,546 54,806 40,948 39,403

Expense recognised in profit or loss



2014 2013 2014 2013


Current service costs 4,021 3,862 2,805 2,710

Interest on obligations 1,880 1,802 1,223 1,176

Total 5,901 5,664 4,028 3,886

The expense is recognised in the following line items in the profit or loss:



2014 2013 2014 2013


Cost of sales 3,627 3,479 1,956 1,891

Selling expenses 215 209 215 209

Administrative expenses 2,059 1,976 1,857 1,786

Total 5,901 5,664 4,028 3,886

Principal actuarial assumption at the reporting date :

Consolidated and Separate

Discount rate 3.50% (Thailand), 10.00% (Vietnam)

Salary increase rate 4.00% - 10.00%

Mortality rate 75% of TMO2008


21. INCOME TAX Income tax expenses for the year ended December 31, 2014 and 2013 are made up as follows:



2014 2013 2014 2013

Current income tax:

Income tax 75,975 74,640 38,681 38,186

Deferred tax:

Relating to origination and reversal of

temporary differences 666 (418) 996 (1,098)

Income tax expense reported in the statements

of comprehensive income 76,641 74,222 39,677 37,088

Impact of tax income (expense) to component of other comprehensive income for the year ended December 31,

2014 and 2013 are as follows:-



2014 2013 2014 2013

Unrealized loss on fair value changes in

available-for-sale investment 4,177 1,167 4,177 1,167

Reconciliation of income tax expenses and the result of the accounting profit multiplied by the income tax

rates for the years ended December 31, 2014 and 2013 are as follows:-

Consolidated

2014 2013

Tax rate (Thousand Tax rate (Thousand

(%) Baht) (%) Baht)

Profit before tax 358,510 325,425

Income tax using relating income tax rate 0 - 22 74,906 0 - 25 72,645

Expenses not deductible for tax purpose 4,974 2,962

Addition income for tax purpose 573 1,586

Addition expenses deductible for tax purpose

and income not subject to tax (4,389) (2,996)

Loss carry forward (212) (7)

Current tax 75,852 74,190

Adjustments in respect of prior year 123 450

Movement in temporary differences 666 (418)

Income tax expenses 21 76,641 23 74,222

114 A n n u a l R e p o r t 2 0 1 4

Separate

2014 2013

Tax rate (Thousand Tax rate (Thousand

(%) Baht) (%) Baht)

Profit before tax 265,827 249,487

Income tax using relating income tax rate 20 53,166 20 49,897

Expense not deductible for tax purpose 1,663 639

Addition income for tax purpose 573 1,581

Addition expenses deductible for tax purpose

and income not subject to tax (16,721) (13,931)

Current tax 38,681 38,186

Movement in temporary differences 996 (1,098)

Income tax expenses 15 39,677 15 37,088

As at December 31, 2014 and 2013, the components of deferred tax assets and deferred tax liabilities are as

follows:



2014 2013 2014 2013

Deferred tax assets 18,506 16,233 11,238 10,395

Deferred tax liabilities 25,901 18,785 22,641 16,625

The movements in deferred tax assets and liabilities during the years are as follows:


Consolidated

Charged/credited to

As at Other As at January Statement comprehensive December 1, 2014 of income income 31, 2014

Deferred tax assets

Employee benefit obligations 11,141 386 - 11,527

Profit resulting from intragroup transactions in inventories 618 571 - 1,189

Others 4,474 1,316 - 5,790

Total 16,233 2,273 - 18,506

Deferred tax liabilities

Unrealized gain on fair value changes in

available-for-sale investments 14,869 - 4,177 19,046

Difference depreciation for tax purpose 3,897 2,958 - 6,855

Others 19 (19) - -

Total 18,785 2,939 4,177 25,901



Consolidated

Charged/credited to


Deferred tax assets


Profit resulting from intragroup transactions in inventories 1,392 (774) - 618

Others 1,439 3,035 - 4,474

Total 13,457 2,776 - 16,233



available-for-sale investments 16,036 - (1,167) 14,869


Others 18 1 - 19

Total 17,597 2,355 (1,167) 18,785


Separate

Charged/credited to


Deferred tax assets


Others 2,514 535 - 3,049

Total 10,395 843 - 11,238



available-for-sale investments 14,869 - 4,177 19,046


Total 16,625 1,839 4,177 22,641

116 A n n u a l R e p o r t 2 0 1 4


Separate

Charged/credited to


Deferred tax assets


Others 600 1,914 - 2,514

Total 8,210 2,185 - 10,395



available-for-sale investments 16,036 - (1,167) 14,869

Difference depreciation for tax purpose 668 1,088 - 1,756

Total 16,704 1,088 (1,167) 16,625

Royal Decree No. 530 B.E. 2554 dated 21 December 2011 grants a reduction in the corporate income tax

rate for the three accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting period 2012

which begins on or after 1 January 2012 and to 20% for the following two accounting periods 2013 and 2014

which begin on or after 1 January 2013 and 2014, respectively. Royal Decree No. 577 B.E. 2557 dated 10

November 2014 extends the reduction to 20% for the accounting period 2015 which begins on or after

1 January 2015.

22. STATUTORY RESERVE

Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set

aside to a statutory reserve at least 5 percent of its net income 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.

23. BASIC EARNINGS PER SHARE The calculation of basic earning per share for the years ended December 31, were based on the profit for the

year attributable to equity holders of the parent (excluding other comprehensive income) and the weighted

average number of ordinary shares in issue during the year as follow :


2014 2013 2014 2013

Profit for the year attributable to equity holders of

the Company (Thousand Baht) 243,648 219,124 226,151 212,398

Weighted average number of ordinary shares

(Thousand share) 78,536 78,536 78,536 78,536

Basic earning per share (Baht) 3.10 2.79 2.88 2.70


24. DIVIDENDS At the shareholder’s meeting held on April 19, 2013, the shareholders approved the appropriation of dividends

of Baht 1.00 per share to the shareholders entitled to receive the dividend totalling Baht 78.38 million. The

dividend was paid to the shareholders on May 17, 2013.

At the shareholder’s meeting held on April 23, 2014, the shareholders approved the appropriation of dividends

of Baht 2.00 per share to the shareholders entitled to receive the dividend totalling Baht 156.94 million. The

dividend was paid to the shareholders on May 22, 2014.

25. EXPENSES BY NATURE

Significant expenses by nature are as follows:



2014 2013 2014 2013

Changes in finished goods (increase) decrease 70 (123) (1) (68)

Salary, wages and employee benefits 344 292 208 179

Depreciation 48 34 23 16

Raw materials and consumables used 2,744 2,507 1,134 1,021

Purchase of goods 128 347 1,370 1,081

26. PROVIDENT FUND The Company and subsidiary companies and their employees have jointly established a provident fund in

accordance with the Provident Fund Act B.E. 2530. Both employees and the Company and subsidiary

companies contributed to the fund monthly at the rate of 5 percent of basic salary. The fund, which is

managed by The MFC Asset Management Public Company Limited will be paid to employees upon

termination in accordance with the fund rules. Total contributions of the Company and subsidiary companies

for the years are as follows: -

(Unit: Million Baht))


2014 2013 2014 2013

Contributions 6.03 3.61 2.61 2.36

27. FINANCIAL INFORMATION BY SEGMENT Operating segment information is reported in a manner consistent with the internal reports that are regularly

reviewed by the chief decision maker in order to make decisions about the allocation of resources to the

segment and assess its performance.

The operations of the Company and subsidiary companies principally involve the manufacturing and trading of

agricultural products which are carried on in two geographic areas of Thailand and Vietnam. The financial

information of the Company and subsidiary companies by geographical segment for the years ended

December 31, 2014 and 2013 are as follows:

118 A n n u a l R e p o r t 2 0 1 4

(Unit: Million Baht)

Consolidated

Thailand Vietnam Total

2014 2013 2014 2013 2014 2013

Revenues

- Local 644 570 857 761 1,501 1,331

- Export 2,571 2,027 2 4 2,573 2,031

Total revenues 3,215 2,597 859 765 4,074 3,362

Segments income 220 218 136 104 356 322

Unallocated income (expenses):

Dividend income 5 4

Finance costs (3) (1)

Income tax expenses (76) (74)

Profit attributable to non-controlling interests (38) (32)

Net profit attributable to equity holders of

the Company 244 219

Property, plant and equipment, net 591 476 110 96 701 572

Unallocated assets 1,854 1,873 227 179 2,081 2,052

Total assets 2,445 2,349 337 275 2,782 2,624

Revenues from major customer of the Company and subsidiary companies approximately Baht 752 million for

the year 2014 (2013: approximately Baht 692 million).

28. OTHER INCOME (Unit: Million Baht)


2014 2013 2014 2013

Interest income 9.99 14.64 15.59 15.18

Gain on exchange rate 14.81 19.91 15.04 20.83

Reversal loss on impairment of investment

in subsidiaries - - 9.80 4.13

Other income 50.00 49.88 34.82 34.54

Total 74.80 84.43 75.25 74.68


29. COMMITMENTS AND CONTINGENT LIABILITIES (Unit: Million Baht)


2014 2013 2014 2013

Capital commitments

Plant, machinery and equipment 82.88 95.84 28.96 88.86

Non-cancellable operating lease commitments

Within one year 3.91 3.46 3.91 3.46

After one year but within five years 7.53 0.15 7.53 0.15

Total 11.44 3.61 11.44 3.61

Other commitments

Service agreements 29.45 20.01 19.16 11.24

Bank guarantees and other commitments 24.21 27.79 12.33 16.11

Total 53.66 47.80 31.49 27.35

30. FINANCIAL INSTRUMENTS 30.1 Financial risk management and policies

The Company and its subsidiary companies are exposed to risks from changes in market interest rates

and currency exchange rates. The Company and its subsidiary companies use derivative instruments

as and when they consider appropriate to manage such risks. They do not hold or issue derivative

financial instrument for speculative or trading purposes.

30.2 Interest rate risk

The interest rate risk is the risk that future movements in market interest rates will affect the Company

and its subsidiary companies’ operations and their cash flows. The Company and its subsidiary

companies exposure to interest rate risk relate primarily to their deposits at financial institutions, loans

to related companies, loan from related company and loans from financial institutions. Most of the

Company’s financial assets and liabilities bear floating interest rates or fixed interest rate.

Significant financial assets and liabilities as at December 31, 2014 and 2013 classified by type of

interest rates are summarized in the table below, with those financial assets and liabilities that carry

fixed interest further classified based on the maturity date, or the repricing date (if this occurs before

the maturity date).

120 A n n u a l R e p o r t 2 0 1 4

Consolidated

As at December 31, 2014

Fixed interest rates Floating Non-

Within 1 - 5 Over interest interest

1 year years 5 years rate bearing Total interest rate

(Million Baht) (% p.a.)

Financial assets

Cash and cash equivalents 497 - - 202 46 745 0.50 - 2.55

Trade and other receivables - - - - 410 410

Deposits at financial institutions subject to

restrictions 63 - - - - 63 1.15 - 1.60

560 - - 202 456 1,218

Financial liabilities

Short-term loan from financial institution 12 - - - - 12 6.8

Trade and other payables - - - - 162 162

Short-term loan from related company - - - 3 - 3 2.60

Long-term loan from financial institution - - - 39 - 39 4.85 - 8.50

12 - - 42 162 216

Consolidated






Financial assets


Temporary investments 4 - - - - 4 2.00



restrictions 71 - - - - 71 1.45 - 2.00

522 - - 282 383 1,187


Short-term loan from financial institution 7 - - - - 7 10.00


Short-term loan from related company - - - 3 - 3 2.88

Long-term loan from financial institution - - - 25 - 25 4.98

7 - - 28 145 180


Separate






Financial assets



Short-term loans to subsidiaries - - - 74 - 74 2.88 - 3.30


restrictions 53 - - - - 53 1.15 - 1.60

490 - - 192 387 1,069



- - - - 102 102

Separate






Financial assets



Short-term loans to subsidiaries - - - 95 - 95 3.23 - 6.88


restrictions 61 - - - - 61 1.88 - 2.00

295 - - 291 345 931



- - - - 98 98

The Company and its subsidiary companies do not use derivative financial instruments to hedge such risk.

122 A n n u a l R e p o r t 2 0 1 4

30.3 Foreign currency risk

The Company and its subsidiary companies’ exposure to foreign currency risk relate primarily to their

receivables and loans which are denominated in foreign currency. In addition to those transaction

exposures, the Company is also exposed to foreign exchange movements on their investment in

foreign subsidiary company, which currently are not hedged by any derivative financial instrument.

Below was the summary of the Company and subsidiary companies’ foreign currency-denominated

assets as at December 31, 2014 and 2013 which were not hedged by forward exchange contracts or

similar hedging instruments.

(Unit: Million)


Foreign currency Assets Assets

2014 2013 2014 2013

US dollar 7.2 7.9 7.1 7.8

30.4 Credit risk

The Company and its subsidiary companies are exposed to credit risk primarily with respect to trade

accounts receivable. However, the Company and subsidiary companies have a policy to enter into

financial instruments with credit worthy counterparties, therefore the Company and its subsidiary

companies do not anticipate material losses from providing credit.

30.5 Fair value of financial instruments

Since financial assets and liabilities of the Company and subsidiary companies are short-term in

nature, their fair value is not expected to be materially different from the amounts presented in

statements of financial position.

A fair value is the amount for which an asset can be exchanged or liability settle between

knowledgable, willing parties in an arm’s length transaction. The fair value is determined by reference

to the market price of the financial instrument or by using an appropriate valuation technique,

depending on the nature of instrument.

31. CAPITAL MANAGEMENT The primary objectives of the Company’s and subsidiary companies’ capital management are to maintain their

abilities to continue as a going concern and to maintain an appropriate capital structure.

32. EVENTS AFTER THE REPORTING PERIOD On 24 February 2015, the Company’s Board of Directors passed a resolution to propose to the meeting of

Company’s shareholders with respect to the amalgamation of the Thai Wah Starch Public Company Limited

and Thai Wah Food Products Public Company Limited for its consideration and approval.

33. APPROVAL OF FINANCIAL STATEMENTS These financial statements were authorized for issue by the Company’s Board of Director on February 24,

2015.


Am

ount

in m

illio

n Ba

ht

Reas

on th

at s

uch

Le

nder

Bo

rrow

er

Prin

cipa

l

Inte

rest

Rat

e Na

me

of

Rela

tions

hip

Nece

ssity

and

Rea

sona

blen

ess

(sha

reho

lder

> 5

%)

Inte

rest

pe

r Ann

um

Pers

ons

with

of T

rans

actio

ns

shar

ehol

der i

nste

ad

Am

ount

in

Incr

ease

In

com

e

Mut

ual I

nter

est

of s

hare

hold

er

M

illio

n Ba

ht

(Dec

reas

e)

in

the

Com

pany

di

rect

ly (T

able

1)

Relat

ed P

arty

Tra

nsac

tions

Pe

rson

s wi

th M

utua

l Int

eres

t and

Con

nect

ed T

rans

actio

n Fi

nanc

ial A

id

Loan

and

inte

rest

TW

S M

J 8.

05

- 0.

26

Aver

age

cost

of

TWS

Maj

or s

hare

hold

ers

The

Com

pany

lent

som

e m

oney

to M

J fo

r lan

d (a

)

fund

plu

s 1%

US

Co

mm

on-D

irect

or

purc

hase

in th

e pa

st b

ecau

se th

e Co

mpa

ny

per a

nnum

. PN

V Co

mm

on-D

irect

or

fore

saw

the

oppo

rtuni

ty to

gen

erat

e fu

ture

pro

fit.

M

L Co

mm

on-D

irect

or

We

hold

49.

99%

sha

re c

apita

l in

MJ.

Th

e Co

mpa

ny h

ad c

onst

antly

rem

inde

d M

J of

its

de

bt o

blig

atio

ns, h

owev

er, M

J ha

d ex

perie

nced

fin

ancia

l har

dshi

p an

d di

d no

t hav

e an

y as

sets

wh

ich c

ould

be

sold

to re

pay

the

Com

pany

, plu

s,

M

J’s s

hare

hold

ers’

equi

ty re

mai

ns n

agat

ive.

Th

eref

ore,

the

Com

pany

had

set

asid

e an

allo

wanc

e

fo

r dou

btfu

l deb

t in

resp

ect o

f the

tota

l am

ount

of

th

e ou

tsta

ndin

g lo

an o

wed

by M

J.

124 A n n u a l R e p o r t 2 0 1 4

Nam

e of

Re

ason

that

suc

h P

ayee

Pa

yer

Deta

il of

Pr

icin

g Po

licy

Amou

nt

Pers

ons

Rela

tions

hip

Nece

ssity

and

Rea

sona

blen

ess

(sha

reho

lder

> 5

%)

Tr

ansa

ctio

n/Co

ntra

ct

in

w

ith

of

Tra

nsac

tions

sh

areh

olde

r ins

tead

Mill

ion

Mut

ual

of s

hare

hold

er

Ba

ht

Inte

rest

in

the

Com

pany

dire

ctly

(Tab

le 1

)

Trad

ing,

Ren

tal e

xpen

ses

and

Serv

ice In

com

e

Tran

sact

ion

with

Rel

ated

Com

pani

es

Purc

hase

s of

fini

shed

goo

ds

TW

S TW

FP

Purc

hase

s of

fini

shed

goo

ds

Mar

ket P

rice

60.4

2 AP

V Co

mm

on-D

irecto

r Se

lling

of ta

pioc

a st

arch

and

tapi

oca

pear

l (a

)

Re

ceiva

ble

bala

nce

14

.52

SSK

Com

mon

-Dire

ctor

prod

ucts

to T

WFP

for d

istrib

utio

n to

the

final

con

sum

er

Nam

e of

Re

ason

that

suc

h P

ayee

Pa

yer

Deta

il of

Pr

icin

g Po

licy

Amou

nt

Pers

ons

Rela

tions

hip

Nece

ssity

and

Rea

sona

blen

ess

(sha

reho

lder

> 5

%)

Tr

ansa

ctio

n/Co

ntra

ct

in

w

ith

of

Tra

nsac

tions

sh

areh

olde

r ins

tead

Mill

ion

Mut

ual

of s

hare

hold

er

Ba

ht

Inte

rest

in

the

Com

pany

dire

ctly

(Tab

le 1

)

Ren

tal a

nd S

ervi

ce e

xpen

ses

TW

PL

TWS

Rent

al a

nd S

ervic

e ex

pens

es fo

r Re

ntal

and

ser

vices

exp

ense

s 9.

48

LRH

Com

mon

- It

is th

e lo

catio

n of

the

Head

Offi

ce a

nd it

is

(b)

of

fice

at B

angk

ok a

nd d

ocum

ent

at th

e ra

te o

f Bah

t 315

-555

/

Sh

areh

olde

rs

loca

ted

in a

goo

d co

mm

ercia

l are

a co

mpl

etin

g

st

ore

(tota

l are

a of

1,3

37 s

qm.)

sqm

./mon

th. R

enta

l rat

e an

d

with

pub

lic u

tilitie

s.

at

Tha

i Wah

Tow

er 1

se

rvice

exp

ense

s ar

e in

line

with

mar

ket r

ate

if co

mpa

red

Le

ase

Agre

emen

t for

3 y

ears

from

to

the

sam

e bu

ilding

in a

sim

ilar

Ja

nuar

y 1,

2012

to A

pril 1

7,20

15 a

nd

loca

tion.

Ter

ms

and

cond

itions

Ja

nuar

y 1,

2015

to D

ecem

ber 3

1,20

17 i

n th

e ag

reem

ent a

re s

imila

r to

othe

r cus

tom

er a

nd th

e m

arke

t.

O

ther

pub

lic u

tilitie

s ex

pens

es

Oth

er p

ublic

utili

ties

expe

nses

Oth

er p

ublic

utili

ties

expe

nses

are

cha

rged

co

llect

ed a

s pe

r act

ual e

xpen

ses.

co

llecte

d as

per

actu

al ex

pens

es.

as

act

ual e

xpen

ses,

whi

ch a

re in

line

with

othe

r ten

ants

.

O

utst

andi

ng b

alan

ce

0.

01


Table 1 Reason that such person (Shareholder>5%) shareholder instead of shareholder in the Company directly Reference Relationship Reason (a) TWS holding TWS is carrying on the main business of manufacturing and export of tapioca

- 2.09 in LRH products and stakeholder in Hotel and Resort business and other business by

- 5.02% in TWFP investment in LRH. Moreover, the other stakeholder of TWS includes

- 49.99% in MJ commercial property development (by investment in MJ) and consumer

products (by investment in TWFP)

(b) LRH holding

- 16.27% in TWS

- 100% in TWRH

- 100% in TWPL through TWRH

Procedures for Approving Related Transaction The entering into the related party transactions between the Company or its subsidiaries and the persons with

mutual interest will be reviewed by the Management and proposed to the Audit Committee to opine and express

their opinion that the transactions are on normal commercial terms and at arms’ length basis. Once recommended

by the Audit Committee, the transaction will be further proposed to the Board of Directors or the Board of Directors

and shareholders for approval depending on the nature and size of the transactions in accordance with the

requirements of the SET and the SEC, Interested directors do not take part in approving the transactions.

Abbreviations LRH = Laguna Resorts and Hotels Public Company Limited

MJ = Mae Joe Land Company Limited

TWS = Thai Wah Starch Public Company Limited

TWFP = Thai Wah Food Products Public Company Limited

TWPL = Thai Wah Plaza Limited

TWRH = TWR-Holdings Limited

US = Mr. Umnad Sukprasongphol

PNV = Ms. Pinyada Viraya

ML = Ms. Manee Lueprasert

APV = Mr. Ariel P Vera

SSK = Ms. Sirivan Skulkerevathana

126 A n n u a l R e p o r t 2 0 1 4

Registrars

• The Stock Exchange of Thailand

The Stock Exchange of Thailand Building

62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Thailand

Tel. 66 (0) 2229 2000, 66 (0) 2229 2222

Fax. 66 (0) 2654 5607-8

• Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building, 4th, 7th Floor

62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Thailand

Tel. 66 (0) 2229 2800, 66 (0) 2229 2888

Fax. 66 (0) 2359 1259

Auditor

• Office of D I A International Auditing

By Ms. Vilairat Rojnuckarin C.P.A. No 3104 and/or Ms. Somjintana Pholhirunrat C.P.A No. 5599

316/32 Sukhumvit 22 (Soi Sainumtip) Sukhumvit Road,

Klongtoey, Bangkok 10110, Thailand

Tel. 66 (0) 2259 5300-8

Fax. 66 (0) 2259 8956, 66(0) 2259 8959, 66(0) 2260 1553

Legal Counselors

• Allen @ Overy (Thailand) Co., Ltd.

Sinthorn Tower 3, 22nd Floor

130-132 Wireless Road, Lumpini, Pathumwan, Bangkok 10330, Thailand

Tel. 66 (0) 2263 7600

Fax. 66 (0) 2263 7699

Financial Institutions

• United Overseas Bank (Thai) Public Company Limited

Thai Wah Tower Branch

• Export - Import Bank of Thailand

Head Office, Bangkok Branch

• Citibank, N.A.

Bangkok Branch

References

thai wah starch annual report 2014

Documents