contents · total assets thb million 2,450.98 2,159.50 1,555.86 total liabilities thb million...
TRANSCRIPT
1
2 Financial Highlights
3 Message from the Chairman
4 Message from President
5 Business Structure of Univentures Group
6 Nature of Business
7 Revenue Structure
8 Analysis of Results of Operations and Financial Position
10 Risk Factors
14 Shareholders Structure
15 Organization Chart
16 Management Structure
24 Board of Directors and Management
34 Corporate Governance Policy
44 Report of the Audit Committee
45 Report of the Board of Directors’ Responsibillity in Financial Statements
46 Report of Independent Auditor
47 Financial Statements and Notes
100 Corporate Social Responsibilities
101 Other Information
Contents
2
Financial Highlights
2008 2007 2006
Operating Results
SalesNet RevenuesCosts of SalesGross ProfitNet Profit
THB millionTHB millionTHB millionTHB millionTHB million
1,136.961,239.37
996.85140.12
61.83
1,458.301,537.311,265.70
192.60100.95
1,464.271,558.961,259.74
204.53146.41
Financial Position
Total Assets THB million 2,450.98 2,159.50 1,555.86
Total Liabilities THB million 435.63 221.84 158.11
Issued and Paid-up Share Capital THB million 764.76 762.27 530.46
Total Shareholders' Equity THB million 2,015.35 1,937.66 1,397.75
Cash THB million 894.92 825.08 312.86
Data per Share
Earning per share THB 0.08 0.16 0.28
Dividend per share THB 0.05 0.10 0.10
Book Value per share THB 2.64 2.54 2.63
Par Value per share THB 1.00 1.00 1.00
Finacial Ratios
Gross Profit Margin % 12.32 13.21 12.53
Total Asset Turnover times 0.54 0.83 1.02
Return on Assets % 2.68 5.43 12.93
Return on Equity % 3.13 6.05 10.99
Net Debt to Equity times 0.22 0.11 0.11
Inventory Period days 29 30 28
Receivable Collection Period days 55 55 52
Payable Payment Period days 11 8 3
Growth Rate
Total Assets % 13.50 38.80 3.65
Total Liabilities % 96.37 40.30 (32.90)
For year ended 31 December
3
Message from Chairman
Thailand had faced with political problems as well as government instability which started in 2007, and, towards the end of 2008, it was also affected by the downfall of major financial institutions in the United States of America and Europe. The manufacturing and export sectors are clearly beginning to feel the impacts. As such, unemployment and investment confidence are therefore among many challenging problems that the present Administration needs to rectify in order to take the country out of the crisis.
The Government has readily introduced stimulating measures to assist the real estate sector, for example, a reduction of transfer fee from 2 percent to remain at only 0.01 percent. The said measures however have not yet made the sales of single house projects in Onnuj and Rangsit areas which have already been completed and are on sale to increase significantly. On the contrary, the 650-units U Delight Condominium Project on Prachachuen Road has received good response beyond our expectations. That is to say, sales reached 50 percent within only 3 months since October 2008, which was the period Thailand was experiencing a political crisis. All in all, we believe that the style, the location, the affordable prices, play an important role to the decision making of the buyers. As for the Park Venture Project (formerly called Wireless Square) on Ploenchit - Wireless Road Intersection, which is an office building and a hotel project and which will be a long-term source of income of the Company, it has progressed further and the construction work should be able to commence in the not too distant future.
I, in the capacity of the Chairman of the Company, wish to take this opportunity to thank our customers and shareholders who have all given excellent supports to the Company throughout. I also wish to express my heartfelt thanks to the directors, The Management and al l s taf f who are commit ted and dedicated to hardwork ing to the best of thei r abi l i ty for the sake of our organizat ion and who have jointly helped administer this organization to be a good governance listed company.
Miss Potjanee Thanavaranit Chairman of the Board
4
Message from President
The key event of the Univentures Public Company Limited in 2008 was a seeking of approval from the shareholders for the leasing out of certain spaces in the Park Venture Project (formerly called Wireless Square) to TCC Luxury Hotel and Resort Company Limited for use as a 5-star hotel business, as this was related to Adelfos Company Limited, a shareholder of the Company. The Park Venture Project is located on an approximately 5-Rai plot of land at Ploenchit - Wireless Road Intersection. It is a 33-floor office building and a hotel with an approximate area of 81,000 square metres. The Project value is around Baht 5,000 million. It is expected that the construction would commence in the first quarter of 2009 and it would take about 2 years to complete. Basides the said Project the incomes of which will be realized in respect of rent when the Project is operational in 2011, the Company has also launched the 2 condominium projects under the concept “U” with an emphasis on Practice Living, Affordable Living and Low Cost Living which is the U Sabai on Rama 4 Road and U Delight on Prachachuen Road, under the supervision of Grand Unity Development Company Limited. U Sabai and U Delight are condominium buildings which aim at Group B and Group B minus customers. The said two projects have a total value of more than Baht 1,500 million.
As for zinc oxide business, in the past year it turned out that the total sales and profits had reached the targets, despite the fact that we were faced with the plunging of zinc price in the world market by 57.82 percent. In 2009, however, it is expected that the total sales would be affected from the world economic recession by 20-30 percent, as our major customer group, motor car tire factories, is absorbing the impacts as a result of retracted automobile business.
For the work plan of 2009, we will attach importance to investment and development of real estate projects affected by economic repercussions or projects facing financial problems. It should be noted that the construction costs, the transportation charges and the prices of key materials have all declined, which, in effect, would pose a positive factor should the economy begin to improve. Further, we shall initiate a reorganization of the companies in the Univentures Group so that their operations be clear and be in line with the objectives of the business operation in respect of real estate development, that is to say, the zinc oxide business, which is operated by the Company, will be transferred to be under the supervision of the Thai-Lysaght Company Limited which is a subsidiary company of Univentures Group.
Last but not least, I, The Management and all of the staff of the Univentures Public Company Limited and its subsidiary companies, wish to express our sincere thanks to the customers, the shareholders, and all of our business allies who have placed their trust and rendered good cooperation to the Company throughout. The Management and all staff are committed and determined to jointly performing our duties transparently in order to make
this organization prosper and to create the best returns possible to all of our shareholders.
Mrs. Ornruedi Na-Ranong President
5
Business Structure of Univentures Group
Rem
arks
:
* In
dire
cted
hel
d th
roug
h U
nive
ntur
es A
sset
Man
agem
ent C
o.,L
td
**
15%
indi
rect
ed h
eld
thro
ugh
ESC
O V
entu
res
Co.
,Ltd
.
***
59.9
8 %
ind
irect
ed h
eld
thro
ugh
Gra
nd U
nity
Dev
elop
men
t Co.
,Ltd
Uni
vent
ures
Pub
lic C
ompa
ny L
imite
dR
egis
tere
d C
apita
l 944
.53
Shar
esPa
id U
p C
apita
l 764
.77
Shar
es
100%
100%
100%Zinc
Oxid
e/O
ther
Chem
ical
Thai
-Lys
aght
Co.
,Ltd
(TL)
Re
gist
ered
Cap
ita 1
40 M
illion
Bah
t/ P
aid
- Up
Capi
tal 1
37.5
0 M
illion
Bah
t
20%
20%
31.8
1%
100%
60%
99.9
8%
49%
99.1
3%
100%
29.5
0%
Lertr
atak
arn
Co.,L
td (L
RK)
Regi
ster
ed C
apita
l / P
aid
– Up
Ca
pita
l 100
Milli
on B
aht
As a
t 31s
t Dec
embe
r 200
8(E
ntiti
es w
ith 1
0 pe
rcen
t or m
ore
than
sha
res
held
by
Uni
vent
ures
Kinn
aree
Pro
perty
Fun
d (K
RF)
Regi
ster
ed C
apita
l / P
aid
– Up
Cap
ital
2.88
Milli
on B
aht
Unive
ntur
es A
sset
Man
agem
ent C
o.,L
td *
(UVA
M)
Regis
tere
d Ca
pital
/ Paid
- Up
Cap
ital
22.3
1 M
illion
Bah
t
Gra
nd U
nity
Dev
elop
men
tCo
.,Ltd
(Gra
nd U
)Re
gist
ered
Cap
ital 6
00 M
illion
Bah
t/ P
aid
- Up
Capi
tal 3
80 M
illion
Bah
t
Gra
nd U
Livi
ng C
o., L
td **
* (G
UL)
Regi
ster
ed C
apita
l / P
aid
- Up
Capi
tal
244.
05 M
illion
Bah
t
Ener
gyO
ther
Unive
ntur
es C
onsu
lting
Co.,L
td (U
VC)
Regi
ster
ed C
apita
l / P
aid
- Up
Capi
tal
10 M
illion
Bah
t
Forw
ard
Syst
em L
td (F
S)Re
gist
ered
Cap
ital /
Pai
d - U
p Ca
pita
l 5
Milli
on B
aht
Prin
vent
ure
Co.,L
td (P
V)
Regi
ster
ed C
apita
l / P
aid
- Up
Capi
tal
100
Milli
on B
aht
S.U.
N. M
anag
emen
t Co.
,Ltd
* (S
UN)
Regi
ster
ed C
apita
l / P
aid
- Up
Capi
tal
10 M
illion
Bah
t
75%
Exce
llent
Ene
rgy
Inte
rnat
iona
lCo
.,Ltd
(EEI
)Re
gist
ered
Cap
ital /
Pai
d - U
p Ca
pita
l 25
Milli
on B
aht
Saha
sinwa
ttana
Bio
ener
gyCo
.,Ltd
** (S
SB)
Regi
ster
ed C
apita
l /
Paid
- Up
Cap
ital 1
0 M
illion
Bah
t
Saha
sinwa
ttana
Cog
ener
atio
nCo
.,Ltd
** (S
SC)
Regi
ster
ed C
apita
l / P
aid
- Up
Capi
tal 9
2 M
illion
Bah
t
ESCO
Ven
ture
s Co
.,Ltd
(EV)
Re
gist
ered
Cap
ital 5
0 M
illion
Bah
tPa
id -
Up C
apita
l 27.
50 M
illion
Bah
t
Prop
erty
Dev
elop
men
t
6
Nature of Business
Univentures Public Company Limited (“Company”) was founded and registered on 13th August 1980, with the initial objectives of operating the business of producing zinc oxide products under the trade name picture of “CRUCIBLE”. The Company was listed in the Stock Exchange of Thailand in 1988. And since 2001 onwards, the Company has expanded its investments in real estate development continuously, with an aim to develop potential real estate projects but are facing financial problems, to an extent that these projects can be completed for sale. The Company has then set up subsidiary companies or made joint investments with experienced real estate developers. As a result of its shifting and expansion of investment to real estate development, in 2006 the Company was approved by the Stock Exchange of Thailand to shift the business group from Petrochemicals and Chemicals Sector to Property Development Sector.
The business operations of the Company, subsidiary companies, and joint companies can be classified per major categories of business as follows:
1. Real Estate Business
The company has expanded its investment in real estate business of residential condominiums for sale via Grand Unity Development Company Limited, in which the Company is a direct shareholder at 60 percent. Presently, there are 3 projects under development and sale, namely Park View Vipavadee 4 Project, U Sabai Project (Rama 4 – Kluay Nam Thai) and Bangsue U Delight Project.
As for horizontal real estate development, the company has invested in Prin Ventures Company Limited, in which the Company is a shareholder at 49 percent. The projects which are now being developed and sold are The European Town Onnuj Project and The Northern Town Rangsit Project.
Besides, regarding the rights to lease land at Ploenchit - Wireless Road Intersection of the Lertrattakarn Company Limited, in which the Company holds shares at 100 percent, it is now under preparations for development as office building and hotel project of 33 floors. The project’s construction is expected to be completed and operational in 2011.
2. Business Manufacturing and Selling Zinc Oxide Powder
This business is operated by the company and Thai - Lysaght Company Limited. (The company holds 100 percent shares in this company.)
3. Energy Business
The business is operated both in the form of investment in the energy business management as based on fuel sources which are unused natural materials jointly with economical and low pollution energy and the providing of engineering management and energy conservation consultant services via Esco Ventures Company Limited (the company holds 75 percent shares) and Excellent Energy International Company Limited (the company holds 31.81 percent shares).
4. Other businesses include
Distribution of time recorder, entrance/exit control system and passenger lift, and car park control system equipment, under the trademark of “AMANO” from Japan via Forward System Company Limited (the company holds 100 percent shares).
Further, there are also Univentures Consulting Company Limited and Univentures Asset Management Company Limited (the company holds 100 percent shares), both of which operate the businesses of providing financial and investment consultant services.
7
Revenue StructureBu
sine
ss G
roup
Ope
rate
d by
2008
2007
2006
THB
Milli
on%
THB
Milli
on%
THB
Milli
on%
Zinc
oxid
e &
Othe
r Che
mica
ls
Dom
estic
sal
esU
nive
ntur
es91
8.62
74.1
2% 1
,032
.24
67.1
5% 1
,020
.22
65.4
4%
Expo
rt sa
les
81.7
66.
60%
105
.76
6.88
% 7
0.41
4.
52%
Tota
l 1
,000
.38
80.7
2% 1
,138
.00
74.0
3% 1
,090
.63
69.9
6%
Dom
estic
sal
es
Thai
- Ly
sagh
t 38
.88
3.14
% 1
84.1
1 11
.98%
188
.45
12.0
9%
Expo
rt sa
les
- -
- -
- -
Tota
l 3
8.88
3.
14%
184
.11
11.9
8% 1
88.4
5 12
.09%
Rev
enue
s fro
m Z
inc
oxid
e &
Oth
er c
hem
ical
s 1
,039
.26
83.8
5% 1
,322
.11
86.0
0% 1
,279
.08
82.0
5%
Inve
stmen
t
Reve
nues
from
sal
e of
con
dom
iniu
m u
nits
Ki
nner
ee P
rope
rty F
und
/
Uni
vent
ures
/ U
nive
ntur
es
Asse
t Man
agem
ent
64.7
65.
23%
97.0
86.
31%
145
.63
9.34
%
Gai
n on
sal
e of
loan
col
late
ral
- -
7.88
0.51
% 9
.54
0.61
%
Rent
al &
Gai
n on
sal
e of
pro
perty
, pla
nt a
nd e
quip
men
t for
rent
2.14
0.17
%0.
600.
04%
9.9
6 0.
64%
Inte
rest
inco
me
42
.41
3.42
%43
.09
2.80
% 3
1.54
2.
02%
Div
iden
d in
com
e4.
450.
36%
2.52
0.16
% 7
.38
0.47
%
Gai
n (lo
ss) o
n sa
les
of lo
ng-te
rm in
vest
men
t (se
curit
ies
held
for t
radi
ng)
- -
- -
3.5
5 0.
23%
Shar
e of
Inco
me
(loss
) fro
m in
vest
men
t in
asso
ciat
es
22.7
51.
84%
(9.8
9)(0
.64%
) 1
5.08
0.
97%
Othe
r17
.23
1.39
% -
- -
-
Rev
enue
from
inve
stm
ent
153.
7412
.40%
141.
289.
19%
222.
6814
.28%
Othe
rFo
rwar
d Sy
stem
/ U
nive
ntur
es
Con
sulti
ng
/ ES
CO
Ven
ture
s
Sale
s of
Tim
e re
cord
er &
Car
par
k sy
stem
con
trol e
quip
men
t32
.94
2.66
%39
.11
2.54
% 3
9.56
2.
54%
Oth
er re
venu
es :
Sale
s fro
m b
y pr
oduc
t / c
onsu
ltin
& M
anag
emen
t fee
/ In
tere
st in
com
e13
.43
1.08
%34
.81
2.26
% 1
7.64
1.
13%
Othe
r46
.37
3.74
%73
.92
4.81
%57
.23.
67%
Net
Rev
enue
1,2
39.3
7 10
0.00
% 1
,537
.31
100%
1,5
58.9
6 10
0.00
%
8
Analysis of Results of Operations and Financial Position
Results of Operations
In 2008 the combined financial statements of the Company showed that the Company had incomes from sales at Baht 1,072.20 million, or about 86.51 percent of the total incomes, was decreased from the previous year by 21.23 percent.
The decreasing of income was derived from the decreasing income of Zinc oxide business; the income was decreased by 12.16% from the same period of last year, although the zinc’s sale volume was increased of 1,804 metric ton or equal 15.79%. The main reason was the sharply dropped of Zinc ingot in the world market from the 3,242 USD/Metric ton to 1,828 USD/Metric ton or decreased by 43.62%
The income from the time recorder and car park control equipment sales was Baht 32.94 Million, decreased 15.77% from last year. The income from real estate business was Baht 64.76 million, or 5.22 percent of the total incomes, decreased from the previous year by about 33.29 percent, largely due to the fact that it was a continuous sale of the old projects, namely Park View Vibhavadi 1, 2 and 3. In year 2008, the company had launched many projects which located in the outstanding location such as Park View Vibhavadi 4 at Lak sri area which the company started to realize the income in year 2008, U Sabai project at Rama IV road and U Delight at Bang sue district. Meanwhile, the company will start to realize the income from U Sabai and U Delight projects starting from year 2009 onward.
The overall costs of sale, the ratio still stood at 87.67 percent of the income from sales which were close to the same rate as previous year even though the company was reserved the loss on diminution of zinc ingot according to accounting standard for reflecting the real market price (Marked to Market) which brought the addition of Baht 20.14 million to cost of good sold as of December 2008.
The overall gross margin in year 2008 was 12.32% which were close to the same rate as previous year. The company has improved the gross margin in the real estate business from 17.04% in year 2007 to 18.73% in year 2008 due to the improve of effectiveness in project cost control.
As regards the realization of the share of profit (loss) from investment money in the joint companies in 2008, a profit in the amount of Baht 22.75 million was realized, as compared to the year before where a loss was realized in the amount of Baht 9.89 million.
In conclusion, in 2008 the total net profit was at Baht 61.83 million, a reduction of Baht 39.12 million from that of last year, or about 38.75 percent.
Total Assets
Total assets according to the combined financial statements amounted to Baht 2,450.98 million, was increased of Baht 291.48 million from the previous year, or equal 14 percent increased. The main items were the increasing of cash and cash equivalent of Baht 69.84 million and also from the increase of the value of the properties under development which is Park Ventures project (land development project at Ploenchit - Wireless Road Intersection) and properties for sale in the total amount of Baht 196.55 million. The increasing of other current assets of Baht 151.11 million which derived from the advance payment for construction for Park Venture Project at the amount of Baht 90 million and the deposit land for real estate development was at the amount of Baht 25 million. The properties under development for lease item were increased at the amount of Baht 174.9 million against last year was resulted from the Park venture project.
Total Liabilities
Total liabilities according to the combined financial statements amounted to Baht 435.63 million, increased by Baht 213.79 million from last year or equal increased by 96.37 percent. This was because the creditor under the obligations of the long-term land lease contract at the corner of Park ventures project was recorded at Baht 250 million. Additionally, the long-term loans from financial institution were increased by Baht 90 million for serving the current project development.
9
Analysis of Results of Operations and Financial Position
Shareholders’ Equity
As at 31st December 2008, the shareholders’ equity according to the combined financial statements amounted to Baht 2,015.35 million, an increase of Baht 77.69 million from the previous year, or an increase by 4.01 percent.
The mainly reason was the increasing of Baht 9.54 Million from the revalue for the land in year 2008. In addition, the minority interests was increased by Baht 116.32 million because the company was increase the capital of Grand Unity Development Company limited (Grand U) to serve for the extended of its business by Baht 375 Million. Grand U presently has the paid up capital of Baht 380 Million.
Cash Flow
Cash flow from operating activities was occurred the spending of 375.23 million in 2008. The spending was mainly for related expenses to developing for real estate projects as mentioned above.
For the cash flow from investment activities which were increased Baht 22.44 Million from the previous year. The main items were the spending for crucible machine which increased the production volume for Zinc oxide business by 1200 metric ton. Beside, the current production capacity is 12,000 Metric ton per year. The additional of Baht 174.90 Million against last year in Properties under development for lease item was represent the continued to develop the Park venture project from last year.
For the cash flow from financing activities, the company had the net cash of Baht 372.41 million which mainly came from the rental received in advance for related parties at the amount of Baht 250 Million, received the payment from loans to related businesses in the amount of Baht 95.71 million and received the long term loan from Financial Institution in the amount of Baht 90 million..
As at the end of 2008, the Company and its subsidiary companies had net remaining cash in the amount of Baht 894.92 million.
Important Liquidity Ratio
The liquidity ratio stood at 19.49x and the quick ratio was at 13.14x, which is considered to be at a very high liquidity level and is higher thanlast year. The high liquidity stems from the Company was mainly from the increasing of the current asset. The main item was the increasing of the properties under development which the company will realize the income starting from year 2009 onward. Additionally, the sharply decline from the other current liabilities especially the short-term loans from related parties and other current liabilities. Decreasing of other current liabilities came from the company had paid land leasing fee under the land lease contract for the land at Ploenchit - Wireless Road Intersection
10
Risk Factors
Impacts from Investment in Real Estate Business
1. Risk from Domestic and World Economy
In 2008, the overall economic condition was still severely affected by both domestic political instability and worldwide economic crisis as a result of the collapse of large financial institutions in the United States of America, which readily diminished investment confidence. Many firms began to show results of operations as losses, to an extent that they needed to restrict their expansion plans and reduced employment, particularly in the 4th quarter. This in turn caused the consumers to be extremely careful in their spending and consumption and also delaying their decisions to buy real estate property. Besides, the financial institutions started to be stricter in pre-financing and post-financing, which were deemed to be financial risk factors, for the projects applying for credit or the projects under transfer of condominium rooms to customers, because no ownership transfer could be made if customers were not granted the loan. Nevertheless, the company is well aware of the said risks and is still exercising great care in its investments, by putting emphasis on the development of projects which meet the demands of the customers in such areas and by also adjusting the prices and the amounts of installment so that it be in line with the present economic situation. Further, the company is now trying to develop the existing projects so that they could be completed as soon as possible, in a bid to create confidence among its customers, and is also trying to render assistance to its customers by coordinating with the financial institutions in regard to preliminary credit approval, in order to prevent risks which might occur if the customers are not granted the loan at the time when the condominium rooms are ready for ownership transfer.
2. Risk from Competition
Because of the economic crisis, many real estate business operators still slow down their investment in new projects, and only trying to accelerate the construction of existing projects first in order to release the ‘goods in stocks’. However, the locations along the electric train routes, both existing and extension lines, still attract new projects, especially those of high-rise projects, which seem to lure customer groups who are prepared to buy condominium rooms along the electric train routes at a higher price than those located in other areas, as it is convenient for travelling and situated right in community areas.
Still, the Company is aiming to make investments in locations where the competition is not so high, because investing in highly competitive areas would only incur a relatively high land prices and marketing costs and in the end the projects must be developed and sold as high-priced condominiums. As such, emphasis will be placed on locations with uniqueness in other aspects and which could respond to the needs of the customers, whereby investments will still be made in lands or unfinished projects facing financial problems but have good potential, as it would make the costs of acquirement to be low, and, more importantly, these projects could be developed until completion within a short period of time. Furthermore, the company also attaches importance to the lifestyle of projects at affordable prices by focusing on medium-class customers group, which is a group that the company itself has enjoyed a good number of customers.
3. Risk on Project Development Costs
Although the economy shows a sign of downturn and the proposed selling prices of lands have reduced to a certain extent, still it is seen only as a small change when compared to the increase of land prices in the previous year. Moreover, most operators are still postponing their decisions in making investments, thereby causing very little trading of lands for new projects. All in all, the prices of lands are still at a considerably high level.
As for the construction costs, there is still a fluctuation, despite the fact that the oil and steel prices have decreased when compared to that of the first-half of 2008. Nevertheless, the company has been keeping an eye on the movement of prices of main materials such as steel and has bought some materials the prices of which tend to go up, in order to prevent risk from higher costs of construction.
11
Risk Factors
4. Risk from Project Contractors
Although the company has designated its policy by managing the costs efficiently, a selection of quality and reliable contractors is regarded as the main factor to the success of the projects. Consideration will be given to their quality and quick period of completion. The company then adopts its policy on comparison and selection of contractors, whereby it has invited its allies who have had experiences in the development of real estate to provide consultation and to also introduce experienced contractors who had reliable accomplishments to be included in a joint project development.
Impacts from Zinc Oxide Powder Manufacturing Business
1. Risk from Raw Material Price
Whereas the price of main raw material of zinc oxide powder manufacturing, namely zinc ingot, is fixed by the so called London Metal Exchange (LME) price, which appears to be fluctuating all the times and is normally traded in United States Dollar, thus, there is a risk of rate of exchange which of course varies on each day of trading.
Having learnt of such factor, the company therefore has operated this business with great care and has readily mapped out a management plan to reduce probable risk, by monitoring the situations closely and analyzing the circumstances which are factors of both inside and outside the country. After that, information will be gathered for designating a suitable policy and planning in buying raw materials so that it be in conformity with the demand and the selling price of each customer in order to maintain the rate of profit duly fixed by the company.
It should be noted that the company has adjusted the price of raw material by applying the mark-to-market method in order to reflect its market value, by using the average 30-day price after the closing of accounting period. By applying this method, it makes the company to reduce risks on raw material price should there be a fluctuation.
2. Risk from Price Competition
As the world economy has retracted and slowed down significantly, the productions in various industries, especially motorcar tire industry, have been badly affected. This causes the purchasing demand of the buyers to be declined, which readily leads to a fiercer competition than the year before and also forcing the competitors to apply pricing strategies so as to obtain higher market share than that of previous year.
If we compare the prices of zinc ingot used in producing zinc oxide in January 2008 and January 2009, which are of the same period, the reference average price used in the trading in 2009 appears to be reduced by 60 percent. Therefore, the company has a policy to reduce the risk by managing the costs of goods and by applying the price strategies, so as to maintain its market share and to attract new customers, so that it may compete with its competitors while the quality of its products remain unchanged.
3. Risk from Higher Oil Prices in World Market
As the oil prices have shot up since 2007, thus from the first quarter till the third quarter of 2008 oil prices were still an important variable factor of the production. It was not until the fourth quarter of 2008 that the oil prices began to decline a little. In 2007, the oil used in the production accounted for 47 percent of the cost of production, as compared to 55 percent as that of 2008, or an increase of 14.55 percent. This is a factor that affects the costs of production considerably. And although the oil prices are still higher than those of 2007, the company could actually economize its uses of oil by a reduction of 4.07 percent. The company also places importance on the production process, the increase of equipment maintenance efficiency, the increase of transport efficiency through effective management of transportation routes and/or hiring efficient transport contractors to do the job at a suitable price. This has readily caused the total costs of production not to exceed the target set by the company.
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4. Risk from Acquirement of Raw Materials Sources
As the production of zinc oxide uses the raw material which is 99.995% special high grade zinc ingot at 80 percent, therefore an acquirement of the raw material sources is an extremely important factor. This includes price negotiation, quantity of stocks, and supplying of the raw material in time for the production plan. Relying on one single raw material source in the country, namely Pa Daeng Industry Public Company Limited, may put the company at risk. Therefore, the company must also buy raw material from abroad, so as to manage the said risk. This enables the company to have more alternatives in buying raw materials.
5. Risk on Rate of Exchange
For the main raw material used in the production, the trading price will be fixed by referring to the London Metal Exchange price in England, which is normally fixed in United States Dollars, whereby it will be converted into Baht as computed by using the rate of exchange on the date of buying. As such, the company may encounter a risk in fixing the costs of production if the Baht fluctuates. Whenever the Baht weakens, it will definitely send impacts to the operation costs. Therefore, the company has adopted a measure to prevent such a risk by making a forward contract in an effort to reduce a risk from the Baht fluctuation.
Impacts from Energy Investment Business
1. Risk on Technology and Warranty of Energy Saving
Energy management business is an operation of business by applying new inventions from abroad for the design of work systems so as to save energy for various businesses, with warranty of minimum energy saving for the project operators throughout the project period. And if such projects cannot save the energy owing to technology shortcomings, the company will be responsible for making minimum energy saving payment to the business operators. However, Excellent Energy International Company Limited has had experiences and expertise in engineering and development of energy saving projects for more than 9 years, and it always attaches importance to the selection of efficient technology which is suitable for businesses of operators. In the past this company has met with considerable successes. Besides, in hiring contractors and purchasing machinery and equipment, Excellent Energy International Company Limited has placed importance on reliable sellers who have offered warranty conditions of the machinery, including machinery breakdown insurance, so as to obtain the end results according to the system design.
2. Risk from Business of Joint Project Developers
In proceeding with the energy saving project where the company makes investment and jointly develops projects via ESCO Ventures Company Limited, it has to rely on the operators who are joint project developers. Therefore, the business position of the joint project developers is an important factor that makes the project meet with success and yield returns as expected by the company. This is why the company has given special importance to its selection of joint project developers who must have strong business foundation, by making a joint consideration in this respect with the credit departments of various commercial banks, whereby such a joint project developer must regularly have cash flow from its operations and must have a potential of sustainable business operations.
3. Risk on Rate of Exchange
ESCO Ventures Company Limited needs to import machinery in the energy saving projects. As such, when the Baht weakens, the company is fully aware of the risk on rate of exchange and thus prevents the said risk by making forward contracts with financial institutions, so as to control the costs of project to be in line with the estimations. For a project of joint investment with a foreign fund that brings in foreign currency for investment, the said foreign currency may be used in the project and could partially prevent a risk from the fluctuation of rate of exchange.
Risk Factors
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Impacts from Business of Time Recorder and Car Park Control Equipment
1. Risk from Price Competition
Whereas the time recorders and the car park control system equipment which the company has imported from Japan, Europe and the United States of America can be produced in the Asian region, especially in China and Taiwan, where the costs of production are much lower, thereby making many domestic traders to choose to import such products for sale in Thailand to meet the demand of the medium and low-end markets which seem to be quite sensitive to prices, while the products are of similar technology. This has readily affected the growth of income of the company and has forced it to find products of new technology to compete in the market. Especially in 2008, the company has a plan to introduce new products into the market, with an aim to avoid price competition and at the same time creating the difference, by putting emphasis on the quality of goods and the after-sale services.
2. Risk on Technology
Main goods which are being marketed at present by the company still use technology from abroad, which, sometimes, does not respond to the need of the consumers. Therefore, the company has a plan to develop its own personnel so that they be able to develop new technology in order to create goods which are suitable for and meet the requirements of domestic customers.
3. Risk from Economic and Political Situations
Because the goods sold by the company presently still rely on the real estate business mainly, particularly car park control system equipment, which, in 2008 the real estate sector was beginning to take the impacts from the economic and political situations. Thus, the company has expanded its customer base to other business sectors, such as trade centres where care park fees are collected, etc.
4. Risk on Rate of Exchange
Whereas the company must import the time recorders and car park control system equipment from abroad and the costs are in United States Dollars and Japanese Yen, thus, if there is a fluctuation of the Baht, for example, when the Baht weakens, it will affect the costs of operations of the company directly. To this end, the company has adopted a risk preventive measure, whereby it will conclude forward contracts for the goods imported from abroad, in order to reduce risks from the fluctuation of the Baht.
Risk Factors
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Shareholder Structure
UV’s top 10 major shareholders as at the closing date of shareholder register on 31st December 2008
Number of Shares Hold
Shareholders Shares Hold %
1) Adelfos Company Limited* 431,297,126 56.40
2) UOB KAY HIAN PRIVATE LIMITED 80,125,400 10.48
3) Thai NVDR Company Limited 48,128,324 6.29
4) HSBC (SINGAPORE) NOMINEES PTE LTD 35,490,600 4.64
5) CACEIS BANK LUXEMBOURG 12,136,400 1.59
6) Mrs. Ornruedi Na-Ranong 6,841,000 0.89
7) Mr. Chongrak Sripunporn 6,800,000 0.89
8) MELLON BANK, N.A. 6,500,000 0.85
9) General Engineering Public Company Limited 5,000,000 0.65
10) Mr. Apinant Horsangchai 5,000,000 0.65
Note : Source by Thailand Securities Depository Company Limited * Adelfos Company Limited holding by Mr. Thapana and Mr. Panot Sirivadhanabhakdi in portion of 50% each
The Limited of Foreign Shareholders
The foreign shareholders can be able to hold not more than 49 percent of its paid-up capital as 31st December 2008, with now has been holding
21.09 percent of its paid-up capital. The Company has imposed limited on the number of shares which can be owned by the foreigners at 49
percent of its paid-up capital. As of 31st December 2008 the Company declared that 21.09 percent of paid-up capital shares owned by
the foreigner.
Dividend Policy
UV’s dividend policy is to pay out at least 50% of its net profit after unless the Company and its subsidiaries. Each year’s payout is subject to
UV’s investment plan, justifications, and other future considerations. Upon approval by the Board of Directors, the annual dividend payout is to
be presented to the shareholder’s meeting for approval. As regards and interim dividend, however, the Board is authorized to pay it and then
report the payout at the next shareholders’ meeting.
For the dividend policy of subsidiary companies, the Board of Directors of each company will consider the dividend payment from the retain
earning and cash flow balance comparing to the investment budget of the company. Should the cash flow be enough after having the legal
reserve, the Board of Director will consider for dividend payment as appropriat.
Dividend payment for the previous 5 years
Year 2008 2007 2006 2005 2004
Annual dividends (Baht per share) 0.05 0.10 0.10 0.10 0.10
Net Profit (THB Million) 61.83 100.95 146.40 117.98 86.91
Dividends payout ratio on net profit 61.84 % 75.61% 36.40% 44.95% 60.54%
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Organization Chart
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Management Structure
The management structure of Univentures Public Company Limited comprises the Board of Directors and 3 committees, namely Audit Committee, Compensation and Nomination Committee, and Executive Committee, with the President as the Chief Executive Officer.
Board of Directors
According to the Articles of Association of the company, the Board of Directors shall comprise no less than 5 directors, and at least one-half of the total number of directors must have a residence in the Kingdom. As at 31st December 2008, the Board of Directors comprises a total of 8 qualified directors, 2 of whom are executive directors and the rest are non-executive directors, as follows:
Name-Surname Position Date of Appointment
1. Miss Potjanee Thanavaranit Chairman of the Board / Independent Director 18th July 2007
2. Mr. Suwit Chindasanguan Independent Director 24th October 2003
3. Mr. Nararat Limnararat Independent Director 16th December 2005
4. Mr. Thapana Sirivadhanabhakdi Director 18th July 2007
5. Mr. Panot Sirivadhanabhakdi Director 18th July 2007
6. Mr. Sithichai Chaikriengkrai Director 18th July 2007
7. Mrs. Ornruedi Na-Ranong Director and President 24th May 2000
8. Mr. Thanapol Sirithanachai Director/Managing Director 10th June 2003
Mr. Alongkorn Prathanrasnikorn has appointed as the company secretary from 28th February 2008
Note : The Annual Ordinary Meeting of Shareholders of 2008 on 23rd April 2008 passed a resolution that the following directors be appointed: Mr. Panot Sirivadhanabhakdi, Miss Potjanee Thanavaranit and Mr. Sithichai Chaikriengkrai, be re-appointed as directors for another term.
Definitions
Executive director refers to a director who is an executive and who is involved in the regular management of the Company.
Non-executive director refers to a director who is not an executive and who has no part in the regular management of the Company. He or she may or may not be an independent director.
Independent director refers to a director whose qualifications are in line with the requirements of the Office of the Securities and Exchange Commission and the Stocks Exchange of Thailand, whereby he or she must possess the qualifications and must not have the prohibited descriptions as follows:
1. holding shares not exceeding one percent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director.2. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest. 3. not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary.4. not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder. 5. non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest.
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Management Structure
neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest. 6. 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, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor. 7. 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.8. 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 (1) to (8) , the independent director may be assigned by the board of directors to take part in the business decision of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest on the condition that such decision must be a collective one.
Directors Authorized to Sign on Behalf of Company
According to the Company Certificate Registration of the Univentures Public Company Limited issued by the Department Business Development, Ministry of Commerce, it states that Mr. Thapana Sirivadhanabhakdi or Mr. Panot Sirivadhanabhakdi or Mr. Sithichai Chaikriengkrai or Mrs. Ornruedi Na-Ranong or Mr. Thanapol Sirithanachai, any two of whom jointly sign and affix the common seal of the Company.
Scope of Powers, Duties and Responsibilities of the Board of Directors
The Board of Directors is responsible for the shareholders concerning the business operations of the Company and also supervises the Management to honestly carry out the works so that it be in line with the targets and guidelines that would create utmost benefits to the shareholders, taking into account the benefits of all stakeholders, including the compliance with the laws, objectives, Articles of Association of the Company, resolutions of the Board of Directors, and resolutions of the meeting of shareholders, except the matters the law states that it must be approved by the meeting of shareholders, as well as the compliance with the criteria and regulations of the Stocks Exchange of Thailand (SET) and the Office of the Securities and Exchange Commission (SEC), while at the same time preserving the benefits of the Company and is also responsible to the shareholders at the present and in the long-term period.
The Board of Directors may authorize one or several directors or any other persons to perform any work on its behalf, and may revoke or revise such authorization. The Board of Directors is empowered to appoint and change the directors who have the powers to sign on behalf of the Company, and to set up a sub-committee. Nevertheless, the Board of Directors may authorize the Executive Committee to perform various works under its scope of powers and duties.
However, such an authorization must not be in a description of an authorization or sub-authorization that enables the attorney to approve any transaction that he or any person who may have conflict, vested interests, or may have other conflict of interests (as prescribed by the SEC), concludes with the Company or a subsidiary company, except it is an approval of a transaction that is in line with the policy and criteria already approved by the Board of Directors.
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Management Structure
Audit Committee
The Board of Directors has approved the setting up of an Audit Committee, the members of which are appointed among the Company’s directors who have possessed the qualifications prescribed by the law governing securities and exchange. The Audit Committee must at least comprise 3 members and at least 1 of whom must have knowledge in accounting and finance. At present, the Audit Committee comprises 3 independent directors, as follows:
Name-Surname Position
1. Mr. Suwit Chindasanguan Chairman of Audit Committee Independent Director. Knowledge in accounting and finance.
2. Miss Potjanee Thanavaranit Audit Committee Member Independent Director. Knowledge in accounting and finance.
3. Mr. Nararat Limnararat Audit Committee Member Independent Director. Knowledge in accounting and finance.
The Audit Committee’s term is 3 years, counting from the date of appointment, or according to the term as director. In 2008, the Audit Committee held 7 meetings and filed its reports to the Board of Directors.
Scope of Powers, Duties and Responsibilities of the Audit Committee
1. To review the Company’s financial reporting process to ensure accuracy and adequate disclosure. 2 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.3. To review the Connected Transactions, or the transactions that may lead to conflicts 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.4. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine and 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.5. To review the Company’s risk assessment system and manage risk adequate, properly and efficiently.6. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year. 7. To prepare, and to disclose in the Company’s annual report, and audit committee’s report which must be signed by the audit committee’s chairman and consist or 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 meeting, 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.h. The Evaluation of audit committee’s supervision.i. 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.
8. Approve the audit plans of the department responsible for the auditing.9. Revise and up-to-date the charter of audit committee to comply with the regulations of SET, SEC including the circumstance and appropriation.
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Management Structure
10. Provide the opinion from the independent advisor or expert if necessary by the Company’s expense. 11. Other act according to the assignment by board of directors of the company with the audit committee’s approval.
Besides, in order that the carrying out of works under the scope of powers and duties of the Audit Committee be efficient, the Audit Committee has the power to invite the Management, executives, or responsible persons to attend a meeting for clarification of opinions or to send documents deemed to be related and necessary, and has the power to hire an independent consultant or a professional expert in the case of necessity, or to make any other spending as related to the carrying out of duties, whereby the Company will be responsible for such expenses.
Compensation and Nominating Committee
The Board of Directors has approved the setting up of the Compensation and Nominating Committee, which at present comprises 4 members, as per the following list:
Name-Surname Position
1. Miss Potjanee Thanavaranit Chairman Non-Executive Director and Independent Director.
2. Mr. Nararat Limnararat Committee Member Non-Executive Director and Independent Director.
3. Mr. Thapana Sirivadhanabhakdi Committee Member Non-Executive Director.
4. Mrs. Ornruedi Na-Ranong * Committee Member Executive Director
Note : *Mr. Suwit Chindasanguan ( Non-Executive Director and Independent Director.) has been appointed as the member of Compensation and Nominating Committee and Mr. Ornruedi Na-Ranong has been appointed as the secretary to the Compensation and Nominating Committee on 1st January 2009.
The term of Compensation and Nominating Committee’s members is 3 years, counting from the date of appointment or according to the term as director. In 2008, the Committee held altogether 1 meeting.
Scope of Powers, Duties and Responsibilities of Compensation and Nominating Committee
1. Prescribe bases and policy on the nomination of directors and sub-committee members of the Company.2. Consider selecting and screening suitable persons to be a director, in the case the position of directorship is vacant, for proposing to the Board of Directors for approval and/or for seeking approval from the meeting of shareholders, as the case may be.3. Consider selecting and screening suitable persons to hold the position of managing director upwards, in the case such a position is vacant.4. Consider proposing list of names of suitable qualified directors to be appointed as sub-committee members to the Board of Directors of the Company for appointment, in the case such a position is vacant.5. Consider proposing recommendations on the remunerations and any other benefits which are necessary and suitable, both financially and not financially, so as to attract and maintain the Board of Directors, Sub-Committees and/or for proposing to the meeting of shareholders for approval.6. Prepare criteria and policy on the fixing of remunerations of the Board of Directors, Audit Committee, and Compensation and Nominating Committee, for proposing to the Board of Directors for approval and/or for proposing to the meeting of shareholders for approval, as the case may be.7. Provide clarifications and answers to questions relating to the remunerations of the directors at the meeting of shareholders.8. Carry out any other works as assigned by the Board of Directors of the Company and with approval of the Compensation and Nominating Committee.
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Executive Committee
Name-Surname Position
1. Mr. Thapana Sirivadhanabhakdi Executive Chairman Non-Executive Director
2. Mr. Panot Sirivadhanabhakdi Executive Committee Member Non-Executive Director
3. Mr. Sithichai Chaikriengkrai Executive Committee Member Non-Executive Director
4. Mrs. Ornruedi Na-Ranong Executive Committee Member Executive Director
5. Mr. Thanapol Sirithanachai Executive Committee Member Executive Director
6. Mrs. Kanyarattana Chok-oon-kit * Executive Committee Member Executive Director
Note: * Mrs. Kanyarattana Chok-oon-kit resigned from the Executive Committee Member from 1st March 2009
The Executive Committee comprises 6 members. In 2008, it held altogether 11 meetings.
Scope of Powers, Duties and Responsibilities of Executive Committee
Consider and set out policies, directions, strategies, targets, business plans, budgets, and various management powers of the Company and subsidiary companies jointly with the high-level executives for proposing to the Board of Directors for approval. Supervise and monitor results of operations of the Company so that it be in accordance with the approved business plans. Approve the operations of the Company and subsidiary companies in various matters according to the scope of powers assigned by the Board of Directors. Screen matters that the high-level executives has proposed in the part beyond the powers of the Executive Committee for proposing to the Board of Directors for consideration.
In any case, approvals must not be of a description that will enable the Executive Committee or the person authorized by the Executive Committee to approve transactions that they or the persons who may have conflicts, vested interests or may have any other conflict of interests (as prescribed by the SEC) conclude with the Company or subsidiary company, except it be an approval of transaction which is in line with the policy and criteria duly approved by the Board of Directors.
The ExecutivesThe high-level executives of the Company and subsidiary companies of the Company comprise the following:
Executives* of Univentures Public Company Limited
1. Mrs. Ornruedi Na-Ranong Director and President
2. Mr. Thanapol Sirithanachai Director and Managing Director
3. Mrs. Kanyarattana Chok-oon-kit** Executive Director – Finance and Administration
4. Mr. Sutee Limpanachaipornkul Executive Vice President - Project Development
5. Mr. Alongkorn Prathanrasnikorn Senior Vice President, - Legal and Asset Management Department
6. Mr. Khumpol Poonsonee Senior Vice President - Business Development Department
7. Mr. Ponchai Lertchoomongkol Senior Vice President - IT Development Department
8. Miss. Pradthana Udomsin Vice President - Accounting & Finance DepartmentNote: * An executive refers to director, managing director or person holding the first four positions of executive level right after
the President, and every person holding the position equivalent to the fourth person holding the executive level position, including those holding executive level positions in accounting or finance at the level of the department manager or higher, or equivalent. ** Mrs. Kanyarattana Chok-oon-kit resigned from the Executive Committee Member from 1st March 2009
Management Structure
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Management Structure
Executives of Subsidiary Companies
1. Mr. Korntawat Kingngoen Managing Director, Thai-Lysaght Co., Ltd.
2. Mr. Noppadol Theerasilp Managing Director, Forward System Co., Ltd.
3. Mr. Alongkorn Prathanrasnikorn Managing Director, Univentures Asset Management Co.,Ltd.
4. Mr. Khumpol Poonsonee Managing Director, Univentures Consulting Co., Ltd.
5. Mr. Neramit Srangiam Managing Director, Grand Unity Development Co., Ltd
However, all directors and executives of the company have possessed full qualifications as required by law, and there are no history of them having committed any offence against the laws, the Notices of the Office of the Securities and Exchange Commission (SEC) and the Stocks Exchange of Thailand (SET) in the past in relation to:
(1) Having been judged that they committed a criminal offence.
(2) Having been declared a bankrupt or having had their assets placed under receivership.
(3) Having been an executive or a person with power to control a company or a partnership that has been declared bankrupt or having had assets placed under receivership.
Nomination, Appointment and Office Term
Board of Directors
According to the Articles of Association of the Company, the Board of Directors comprises no less than 5 directors, and not less than one-half of the total number of directors must have a residence in the Kingdom, and the directors of the Company must have possessed the qualifications and must not have prohibited descriptions as prescribed by law.
The directors are appointed by the meeting of shareholders by a majority of votes according to the following criteria and procedures:
(1) One shareholder shall have one vote for each share he/she has held.
(2) Each shareholder may exercise all of his/her votes to elect one or several directors, but he/she may not allot his/her votes to any candidates unequally.
(3) Candidates who have received the highest number of votes in respective order shall be elected as directors equivalent to the required number of directors or the number of directors to be elected at the time. In the case the candidates in respective orders who have received equal votes exceed the required number of directors or the number of directors to be elected at that time, election shall be by drawing lots so as to acquire the number of directors required.
In the case of a vacancy in the position of director, for other reasons than completion of his/her term, the Board of Directors shall, by a majority of votes not less than three-fourths of the remaining number of directors, select any person who has possessed the qualifications and has not had the prohibited descriptions under the law as a replacement director in the next meeting of the Board of Directors, except where the remaining term of the said director is less than 2 months.
The Meeting of Shareholders may pass a resolution that any director retire from his/her post before completing his/her term by a majority of not less than three-fourths of the number of shareholders who attend the Meeting and have the right to vote, and with the total number of shares altogether not less than one-half of the number of shares held by the shareholders attending the Meeting and have the right to vote.
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Committees
Audit Committee, Compensation and Nominating Committee, and Executive Committee are appointed by the Board of Directors.
Executive Officers
In appointing the highest executives from the managing director upwards, the Board of Directors shall appoint the Compensation and Nominating Committee to select those who have possessed full qualifications as prescribed and to nominate the persons who have passed the selection process and should be appointed to the Board of Directors for selecting suitable persons to take up the posts by a majority of votes.
As for other executive officers, the Board of Directors has assigned the President to select those who are suitable to take up the posts.
Remuneration for Directors and Executives
Monetary Remuneration
• Remuneration for Directors At the 29th Annual General Meeting of Shareholders on 23rd April 2008, a resolution was passed that the remuneration for directors be fixed as proposed by the Compensation and Nominating Committee and the Board of Directors.
Remuneration for the Board of Directors consists of monthly compensation and meeting allowances. The Chairman of the Board of Directors receives a monthly retainer fee of Baht 16,000 per month and a meeting allowance of Baht 22,000 for each meeting. Each director receives a monthly retainer fee of Baht 8,000 per month and a meeting allowance of Baht 18,000 for each meeting.
Remuneration for Audit Committee consists of monthly compensation. The Chairman of the Audit Committee receives a monthly retainer fee of Baht 40,000 per month. Each Audit Committee member receives a monthly retainer fee of Baht 30,000 per month.
Remuneration for Compensation and Nominating Committee consists of meeting allowances. The Chairman of the Compensation and Nominating Committee receives a meting allowance of Baht 22,000 per meeting. Each Compensation and Nominating Committee member receives a meeting allowance of Baht 18,000 per meeting.
Remuneration for Executive Committee* consists of monthly compensation. The Chairman of the Executive Committee receives a monthly retainer fee of Baht 25,000 per month. Each Executive Committee member receives a monthly retainer fee of Baht 20,000 per month.In 2008 the remuneration for the Board of Directors and Sub-Committees are as follows:
Total Remuneration (THB)
The Board of Directors 1,752,000The Audit Committee 1,200,000
The Compensation and Nominating Committee 76,000
The Executive Committee* 780,000 Note: *Except executive committee member holding executive post of the company. Summary of Comparison of Remuneration of Board of Directors and Committees of 2007 and 2008
Management Structure
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Management Structure
Unit : THB 2007 2008
Remunerations (Monthly and Meeting Allowances) 3,520,000 3,808,000
•Remuneration for Executives In 2008, the remunerations received by the 8 executives from the Company in the form of salaries, bonuses, in the amount of
23,101,416 Baht.
Other Remunerations
Other remunerations of directors, executives, and staff consist of Employee Stock Option Program (ESOP) for the directors, executives and staff of the Company and of subsidiary companies within a limited number of not more than 35 persons altogether 2 Programs (ESOP-W2/ESOP-W3) totaling 25,755,500 units. The warrants have a maturity of 5 years and an offering price per unit of Baht - 0-. The exercise ratio is one unit of warrant per one ordinary share. The exercise price is Baht 1 per share. The objective is to motivate and compensate the directors and employees, so that they may perform their duties to the best of their abilities throughout, to an extent that it may create a feeling of possession and a participation in the management and development of the Company. The Company issued and offered the said ESOP on 19th December 2003.
24
Board of Directors and Management
Miss. Potjanee Thanavaranit
Director Type Independent DirectorPresent Position Chairman of the Board / Audit Committee / Chairman Compensation and Nominating CommitteeAge 62 YearsNationality ThaiHighest Education Master of Business Administration Syracuse University, U.S.A. (USAID Scholarship) Governance Training of The Role of Compensation Committee Program (RCC4/2007)Thai Institute of Directors Association (IOD) The Role of Chairman Program (RCP13/2006) Directors Certification Program (DCP17/2002)UV Shareholding 0% (-0- shares) Year of Directorship 1 Year 4 MonthsPosition in Other Listed Companies Present Director Thai Reinsurance Public Company Limited Independent Director / Audit Committee Bangkok Insurance Public Company LimitedPosition in Non-Listed Companies Present Chairman of the Public Sector Audit and Evaluation Committee Ministry of Commerce Present Council of State (Group 3 – Monetary Laws) Office of the Council of State Present QualifiedCommittee The Federation of the Insurance Organization Present Sub-Commissioner, The Sub-Commission on the Development and Promotion of Public Organization and the Organizations under Governmental Supervision, the Public Sector Development Commission Position in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience 2006 - 2008 Second Vice – President of the National Legislative Assembly The National Legislative Assembly, the Senate Advisor to the Ministry of Commerce Ministry of Commerce Economic Advisor The Council for National Security 2001 – 2008 Member of the Monetary Policy Board The Bank of Thailand 2002 - 2007 Chairman Thailand Insurance Institute 2001 - 2006 Director General, Department of Insurance Ministry of CommerceLegal record in the past 10 years - None -
25
Board of Directors and Management
Mr. Suwit Chindasanguan
Director Type Independent DirectorPresent Position Independent Director / Chairman of Audit Committee Age 54 YearsNationality ThaiHighest Education Master of Science (Ag. – econ) Kasetsart UniversityGovernance Training of IOD The Role of the Chairman Program (RCP 18/2008) The Role of Compensation Committee Program (RCC1/2006) Improving the Quality of Financial Reporting (QFR 2/2006) Audit Committee Program (ACP4/2005) Directors Certification Program (DCP44/2004) Directors Accredited Program (DAP14/2004)UV Shareholding 0.07% (500,000 shares)Year of Directorship 5 Years 2 MonthsPosition in Other Listed Companies Present Chairman / Audit Committee SIS Distribution (Thailand) Public Company Limited Position in Non-Listed Companies Present Chairman of the Board Internet Solution and Service Provider Company Limited Position in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience 2003 - 2007 Audit Committee / Independent Director Univentures Public Company LimitedLegal record in the past 10 years - None -
Mr. Nararat Limnararat
Director Type Independent DirectorPresent Position Independent Director / Audit Committee / Compensation and Nominating CommitteeAge 50 YearsNationality ThaiHighest Education Master of Business Administration, Finance Cornell University, New York, U.S.A Governance Training of IOD Directors Certification Program (DCP initial) Finance for Non-Finance Director (FND-2004)UV Shareholding 0% (-0- shares)Year of Directorship 2 Years 11 MonthsPosition in Other Listed Companies - None -Position in Non-Listed Companies Present Director / Managing Director Asia Asset Management LimitedPosition in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience - None - Legal record in the past 10 years - None -
26
Board of Directors and Management
Mr. Thapana Sirivadhanabhakdi
Director Type Authorized DirectorPresent Position Director / Executive Chairman / Compensation and Nominating CommitteeAge 33 YearsNationality ThaiHighest Education Master of Business Administration, Banking & Finance, Economic Boston University, U.S.A. Governance Training of IOD Directors Accreditation Program (DAP10/2004) UV Shareholding 28.20% (215,648,563 shares)Year of Directorship 1 Year 4 MonthsPosition in other Listed Companies Present Director / Vice Chairman Siam Food Products Public Company Limited Present Vice Chairman / Executive Vice Chairman Oishi Group Public Company Limited Present Director / Executive Director Beer Thai (1991) Public Company Limited Berli Jucker Public Company Limited Present Director / President Thai Beverage Public Company LimitedPosition in Non-Listed Companies Present Director Adelfos Company LimitedPosition in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience - None -Legal record in the past 10 years - None -
27
Board of Directors and Management
Mr. Panot Sirivadhanabhakdi
Director Type Authorized DirectorPresent Position Director / Executive Director Age 31 YearsNationality ThaiHighest Education Master Degree in Management Information System, London University, UKGovernance Training of IOD Directors Certification Program (DCP46/2004) Finance for Non-Finance Director (FND10/2004)UV Shareholding 28.20% (215,648,563 shares)Year of Directorship 1 Year 4 MonthsPosition in other Listed Companies Present Director / Executive director Berli Jucker Public Company Limited Present Director Siam Food Products Public Company Limited Thai Beverage Public Company Limited Position in Non-Listed Companies Present Director / Executive director Beer Thip Brewery (1991) Company Limited Present Director / Executive Vice President T.C.C. Technology Company Limited Present Director Lan Chang Development Company Limited TCC Land Leisure Company Limited Adelfos Company Limited Eastern Seaboarn Industrial Estate (Rayong) Company Limited Plantheon Company Limited Siriwana Company Limited Cristalla Company Limited Terragro Company Limited TCC Capital Company Limited TCC Holding Company Limited TCC Land Company LimitedPosition in Rival Companies/ - None - Connected Business that may cause conflict of interest Experience 2000 – 2004 Director Beer Thai (1991) Public Company Limited Legal record in the past 10 years - None -
28
Board of Directors and Management
Mr. Sithichai Chaikriengkrai
Director Type Authorized DirectorPresent Position Director / Executive Director Age 54 YearsNationality ThaiHighest Education Mini MBA Kasetsart University Governance Training of IOD Directors Certification Program (DCP26/2003) DCP Refresher Course (2/2005) UV Shareholding 0% (-0- shares) Year of Directorship 1 Year 4 MonthsPosition in other Listed Companies Present Director / Executive director Siam Food Products Public Company Limited Oishi Group Public Company Limited Present Executive director Berli Jucker Public Company Limited Present Director / Senior Vice President Thai Beverage Public Company LimitedPosition in Non-Listed Companies Present Director Adelfos Company Limited Eastern Seaboarn Industrial Estate (Rayong) Company LimitedPosition in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience 1994 - 2004 Director / Senior Executive Vice President Beer Thai (1991) Public Company Limited Legal record in the past 10 years - None -
Mrs. Ornruedi Na - Ranong
Director Type Authorized DirectorPresent Position Director / Compensation and Nominating Committee / Executive Director / PresidentAge 48 Years Nationality ThaiHighest Education Master of Business Administration San Diego State University, U.S.A. Governance Training of IOD Role of the Compensation Committee Program (RCC7/2008) DCP Refresher Course (3/2006) Diploma of Directors Certification Program (DCP17/2002)UV Shareholding 0.89% (6,841,000 shares) Year of Directorship 8 Years 7 MonthsPosition in other Listed Companies - None -Position in Non-Listed Companies Present Director Lertrattakarn Company Limited ESCO Ventures Company Limited Prinventures Company Limited Kinnaree Property Fund S.U.N. Management Company Limited Grand Unity Development Company Limited Grand U Living Company Limited Excellent Energy International Company Limited Univentures Consulting Company Limited
29
Board of Directors and Management
Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company Limited Master Dei Institute FoundationPosition in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience 2002 – 2006 Director Sansiri Venture Company Limited 2000 – 2001 Director / Executive Vice President BOA Asset Management Limited 1998 – 2000 Director / Executive Director Mahanakorn Asset Management Company Limited 1994 – 1998 Director / Executive Vice President One Asset Management Company Limited 1986 – 1994 Division Manager One Asset Management Company Limited Legal record in the past 10 years - None -
Mr. Thanapol Sirithanachai
Director Type Authorized DirectorPresent Position Director / Executive Director / Managing Director Age 41 YearsNationality ThaiHighest Education Master of Business Administration University of Texas at Austin, U.S.A. Governance Training of IOD Directors Certification Program (DCP39/2004) Directors Accreditation Program (DAP10/2004)UV Shareholding 0.16% (1,200,000 shares) Year of Directorship 5 Years 6 MonthsPosition in other Listed Companies - None -Position in Non-Listed Companies Present Director Lertrattakarn Company Limited ESCO Ventures Company Limited Prinventures Company Limited Kinnaree Property Fund S.U.N. Management Company Limited Grand Unity Development Company Limited Grand U Living Company Limited Univentures Consulting Company Limited Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company LimitedPosition in Rival Companies/ - None -Connected Business that may cause conflict of interestExperience 2003 – 2006 Director Sansiri Venture Company Limited 2001 – 2003 Senior Vice President Bank of Asia Public Company Limited 1998 – 2001 Board of Director /Executive Director Executive Vice President – Business Development and Acquisitions Department Sansiri Public Company LimitedLegal record in the past 10 years - None -
30
Board of Directors and Management
Mrs. Kanyaratana Chok-oon-kit
Present Position Executive Director / Chief Financial Officer Age 42 YearsUV Shareholding 0% (-0- shares) Relationship With Management - None - Highest Education Master of Business Administration Thammasat UniversityGovernance Training of IOD Director Certification Program (DCP 102/2008)Experience Present Director Lertrattakarn Company Limited Univentures Consulting Company Limited Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company Limited Grand Unity Development Company Limited Grand U Living Company Limited ESCO Ventures Company Limited 2001 - 2007 ExecutiveChiefFinancialOfficer Siam Paragon Development Company Limited Jul 2001 - Dec 2001 Finance Director Supplier Connex Limited Jan 2000 - Jun 2001 Executive Vice President Asia Asset Management Limited Dec 1998 - Dec 1999 Financial Planning & Analysis Manager GE Capital (Thailand) Company Limited Aug 1996 - Dec 1998 Vice President, Investment Banking Asia Finance Public Company Limited May 1992 - Aug 1996 Vice President, Corporate Finance Feb 1990 - May 1992 Senior Management Accountant First Asia Securities Public Company Limited Nov 1987 - Feb 1990 Semi Senior Auditor SGV Na Thalang Company Limited Legal record in the past 10 years - None -
31
Board of Directors and Management
Mr. Sutee Limpanachaipornkul
Present Position Executive Vice President Project Development Age 34 YearsUV Shareholding 0.01% (100,000 shares) Relationship With Management - None -Highest Education Master of Science in Construction Science & Management Clemson University, Clemson, SC, USAGovernance Training of IOD - None -Experience 2006 - 2008 Construction Division Manager Capital Advisory Service (Thailand) Company Limited 2003 - 2006 Senior Project Manager Sansiri Public Company 2000 - 2002 Project Engineer Beers Skanska, Inc Atlanta, USA 1999 - 2000 Graduate Assistant of Construction Management Department Clemson University South Carolina, USA 1996 - 1998 Structural Engineer Kajima Design Asia 1995 - 1996 Field Engineer BKK (1985) Public CompanyLegal record in the past 10 years - None -
Mr. Khumpol Poonsonee
Present Position Senior Vice President, Business Development Department Age 37 YearsUV Shareholding 0.21% (1,573,000 shares) Relationship With Management - None -Highest Education Master of Business Administration University of Newcastle upon Tyne, U.K.Governance Training of IOD - None -Experience Present Director / Managing Director Univentures Consulting Company Limited Present Investment Committee Kinnaree Property Fund Present Director Cathay Asset Management Company Limited 2003 – 2007 Director / Deputy Managing Director Univentures Consulting Company LimitedLegal record in the past 10 years - None -
32
Mr. Alongkorn Prathanrasnikorn
Present Position Senior Vice President, Legal and Asset Management Department Age 43 YearsUV Shareholding 0.08% (601,000 shares) Relationship With Management -None-Highest Education Master of Law, McGeorge School of Law University of the Pacific, U.S.A.Governance Training of IOD - None -Experience Present Director / Managing Director Univentures Asset Management Company Limited Present Director Lertrattakarn Company Limited 1998 – 2007 Senior Fund Manager, Property Fund Management Department One Asset Management LimitedLegal record in the past 10 years - None -
Mr. Ponchai Lertchoomongkol
Present Position Senior Vice President, IT Development Department Age 39 YearsUV Shareholding 0.02% (136,000 shares) Relationship With Management - None -Highest Education Master of Business Administration Chulalongkorn University Governance Training of IOD - None -Experience 2006 - 2008 Manager Siam Piwat Company Limited 2000 - 2004 IT Country Manager Credit Suisse Securities Thailand Company Limited 1996 - 1999 IT Manager Thailand ING Baring Securities Company LimitedLegal record in the past 10 years - None -
Board of Directors and Management
33
Miss. Pradthana Udomsin
Present Position Vice President Accounting & Finance Department Age 47 YearsUV Shareholding 0.05% (350,500 shares) Relationship With Management -None-Highest Education Bachelor of Business Administration Ramkhamhaeng University Governance Training of IOD - None -Experience 2006 - 2007 Assistant Managing Director Accounting & Finance Division Univentures Public Company Limited 2004 - 2007 Director Thai – Lysaght Company Limited 1998 - 2005 Accounting & Finance Manager Univentures Public Company LimitedLegal record in the past 10 years - None -
Mr. Korntawat Kingngoen
Present Position Director / Managing Director, Thai - Lysaght Company Limited Age 43 YearsUV Shareholding 0.00% (3,000 shares) Relationship With Management - None -Highest Education Bachelor Degree, Finance Thai Chamber of Commerce UniversityGovernance Training of IOD Directors Certification Program (DCP71/2006)Experience - None - Legal record in the past 10 years - None -
Mr. Noppadol Theerasilp
Present Position Director / Managing Director, Forward System Limited Age 51 YearsUV Shareholding 0.00% (15,600 shares) Relationship With Management - None -Highest Education Master of Business Administration, International Business Pacific State University California, U.S.A.Governance Training of IOD - None -Experience 2003 – 2004 General Manager Modern Dynamic Golf Company Limited 2001 – 2003 Project Manager Siam Polo Park Company LimitedLegal record in the past 10 years - None -
Board of Directors and Management
34
Corporate Governance Policy
Univentures Public Company Limited is well aware of the importance of good corporate governance and believes that good corporate governance
will benefit the company’s operations, increase company value and generate long term shareholder benefits, as well as building confidence in
the shareholders, investors, and all parties concerned. In order that the management be carried out transparently, fairly and examinable, taking
into account the rights and equalities of the shareholders and the responsibilities to the stakeholders, the Board of Directors has adopted a policy
on the supervision of the business of the company in writing, which is in line with the principle of supervision of good corporate governance of the
Stocks Exchange of Thailand and the regulations of the Securities and Exchange Commission, whereby it is regularly revised. Also, the policy
on good corporate governance is communicated for clear knowledge and understanding to the directors, executives and staff of the Company
so that they may practice it continuously, which cover the following principles:
- Responsibilities of the Board of Directors.
- Rights and equalities of shareholders and roles on stakeholders.
- Information disclosure and transparency.
- Risk management and internal control.
- Business ethics.
• Shareholders: Rights and Equalities of Shareholders
The Company attaches importance to the rights and equalities of the shareholders, by adopting it as a basic policy of the shareholders,
which are, the right to receive share certificates and to transfer shares, the right to the share of profits of the Company, the right to receive
information of the Company sufficiently and in time and in a suitable form for decision making. Besides, the Company also gives importance
to the rights of shareholders in attending and casting their votes at the shareholders’ meetings for making important decisions of the
Company, for example, election and removal of directors, approval of significant transactions which may affect the directions of the business
operations of the Company, amendment of the Memorandum of Association and the Articles of Association of the Company, and approval
of appointment of auditor.
The company has specified that there be held an ordinary shareholders’ meeting once a year within 4 months from the end of the accounting
period of the Company. And, in the case of urgency and necessity where an agenda needs to be proposed for consideration as a special
case, the matter of which may affect or is related to the benefits of the shareholders or is concerned with the conditions or rules, laws, when
an approval therefore is required from the shareholders, the Company will call an extraordinary shareholders’ meeting. Further, the Board
of Directors is well aware of the rights of the shareholders, and, as such, has paved the way to one or several shareholders holding shares
and with right to vote altogether not more than 5 percent of the total number of the rights to vote of the Company to propose an agenda and
nominate persons for appointment of directors in advance, so as to show that the Company treats every shareholder fairly and equally.
In addition, the Company has a policy to facilitate convenience to the shareholders and to treat all shareholders with equality and fairness,
which is in line with the laws, by specifying that the right to cast votes at a meeting shall be per the number of shares each shareholder
holds, whereby one share is entitled to one vote; by specifying that the independent directors must take care of the minority shareholders;
by prescribing measures to prevent the use of inside information for personal gains or for other third parties dishonestly by the directors
and the executives of the Company, including their spouses and underage children, whereby the directors and the executives are barred
from trading the securities of the Company 1 month prior to the publication of the financial statements, and the directors and the executives
shall also have the duty to report their holding of the securities of the Company and to prepare and send such reports to the Company for
information, so that the director and the executives may not use the inside information to seek benefits which may cause damages to the
shareholders as a whole.
35
Corporate Governance Policy
• Rights of Stakeholders
The Company attaches importance to its care and consideration on all groups of stakeholders, both inside and outside the Company, namely
shareholders, directors, staff of the Company, customers, trade partners, creditors, competitors, other agencies with whom the Company
has transacted business, and also to social and environmental responsibilities, by adopting guidelines for compliance in the Company’s
Code of Business Ethics, so that the directors, the executives, and the staff of the Company may strictly comply therewith in the course of
their performance, and which is regarded as the duties and disciplines that everyone must follow, as follows:
Shareholders : The Company will perform its duties with honesty and fairness, taking into account the growth of the value
of the Company in the long-term period and the profitable returns to the shareholders.
Staff : The Company regards that the staff are a valued factor of success in achieving its the targets. As such, it
provides opportunities to all staff regularly in regard to learning and development of knowledge and ability to the
full extent of their potential. The Company also pays special attention to the working environments so that it
be safe to the life and the property of the staff. Besides, the Company provides fair remunerations to the
staff, whether it be in respect of salaries, welfare and other forms of remunerations.
Customers : The company attaches importance to customer satisfaction and confidence in a way that they must receive
good quality products and services at fair prices, while at the same time maintaining good relations and
providing a process that the customers may lodge complaints concerning the quality, quantity, safety of its
goods and services. The Company ensures that the customers will be provided with information concerning
its goods and services correctly and adequately and in time. The customers’ confidential information will
also be protected, whereby it will not be disclosed without prior approval of the customers or the authorized
persons of Company, and it will not be utilized illegitimately, except where it is an information that must be
disclosed to a related third party under the provisions of the laws.
Competitors : The Company treats its competitors within the purview of competition law, whereby it will not infringe on their
secrets, nor will it seek to obtain trade secrets through dishonest means or other inappropriate ways. It will
also not destroy the reputation of its trade competitors by making false and malicious accusations.
Business Partners : The Company takes into account equality and fairness, as well as its utmost benefits, basing on fair returns
And / or Creditors to both parties, while avoiding a situation that may lead to a conflict of interest, but strictly complying with its
obligations
Communities and Society : The Company takes into consideration the benefits of all concerned as a whole and will not take any
action that may damage the country’s reputation, environments, and public interest, whereby itencourages
the staff to be responsible for the society by rendering assistances and supports to activities which are
beneficial to the public within the community areas where the Company is located,particularly
educational development programs. The Company is well aware of the compliance with the standards
relating to safety, health, and environments, so as to prevent impacts that could cause the loss of life
and property of the community and the environments.
36
Corporate Governance Policy
• Shareholders’ Meeting
In 2008 the Company held ordinary shareholders’ meeting according to the regulations of the Stock Exchange of Thailand, by complying
with the guidelines on holding shareholders’ meeting of the Office of the Securities and Exchange Commission, so as to upgrade the quality
of holding annual ordinary shareholders’ meeting of the Company, as follows:
Prior to the Date of Meeting of Shareholders
In 2008 the Company held 1 ordinary shareholders’ meeting and 1 extraordinary shareholders’ meeting, whereby it disclosed the resolutions
of the Board of Directors in regard to the holding of the shareholders’ meetings on the web site of the Stock Exchange of Thailand as well
as its own web site. The Company had published the information on the notice to attend shareholders’ meeting containing details in full
in its website 30 days before the date of the meeting and readily sent the notice to attend meeting to the shareholders, in which stated
important agendas in full under the law, the regulations of the Stock Exchange of Thailand and the Articles of Association of the Company,
namely details on meeting agendas which clearly mentioned whether it be a matter for acknowledgement, for approval or for consideration,
as well as opinions of the Board of Directors in each agenda clearly, minutes of the past meeting, annual report and meeting documents,
documents which must be used in regard to proxies, which explicitly explained the procedures in the authorization of such proxies. The
notice to attend meeting had been sent to the shareholders 14 days prior to the meeting and it was also published in a Thai language
daily newspaper for not less than 3 consecutive days and not less than 3 days before the day of meeting, so as to give sufficient time for
the shareholders to make preparation in studying the information for consideration concerning the meeting agendas before attending the
meeting. The notice to attend meeting was sent to all shareholders whose names were listed in the Shareholders Register as at the date of
closing of the Shareholders Register of the Company. Also, independent directors were appointed as proxies of the shareholders. In the
case shareholders wished to authorize other persons to attend the meeting, they may appoint any person or an independent director of the
Company as their proxies.
Date of Shareholders’ Meeting
The Company fixed the place, day and time of meeting that afforded convenience to all shareholders equally and it also provided confidence
in regard to security measures for the shareholders. The Company had stated in the meeting documents sent together with the notice to
attend meeting of the process and the steps of attending the meeting, including the examination of documents or evidences showing rights
to attend meeting, the arrangements of personnel at the registration desk, and the designation of sufficient points of service for registration,
whereby the shareholders may register to attend the meeting 1 hour before the starting time of the meeting and which continued until the
meeting of shareholders was completed. The Company also provided a suitable reception party for the shareholders who came to attend
the meeting.
At the shareholders’ meeting, the President acted as the Chairman of the Meeting. Before the meeting was convened, the Chairman of the
Meeting made a clarification on the details of the quorum, the method of casting votes, the counting of votes, the use of voting cards, the
collection of voting cards, and the disclosure of the result of the counting of votes in each agenda in a clear and transparent way, and the
keeping of voting cards for later verification. The shareholders were however given an opportunity to put forward their questions or to express
their opinions suitably and sufficiently. The directors were then asked to make clarifications and to provide information to the shareholders.
As for the casting of votes and the counting of votes, the Company strictly complied with the Articles of Association of the Company which
states that 1 share equals to 1 vote and a resolution is by a majority of votes, whereby the voting cards were used specifically in the case
where some shareholders lodged a protest or abstained from voting, and the voting cards shall be kept for verification thereafter. At the
shareholders’ meeting, a total of 6 directors attended the meeting, comprising the President, director, Chairman of the Audit Committee,
Audit Committee Member, Chairman of the Compensation and Nominating Committee, Compensation and Nomination Committee Member.
The representatives from various agencies and the auditor of the Company also attended the shareholders’ meeting.
37
Corporate Governance Policy
After the Shareholders’ MeetingThe Company reported the resolutions of its shareholders’ meeting via the news system of the Stock Exchange of Thailand on the following work day and also published same on the web site of the Company, stating the results of voting (for/against/abstention) in each agenda and sent the minutes of the shareholders’ meeting, in which recorded the list of names of directors attending the meeting, the results of voting (for/against/abstention) in the agenda required for approval of the shareholders, including the questions put forward by the shareholders in each agenda, as well as the clarification of the Company, to the Stock Exchange of Thailand and the government agencies concerned, within 14 days from the date of shareholders’ meeting, which was also published on the Company’s web site.
• Leadership and Visions
As the company has just started its real estate development projects in the first year after having shifted the business category to real estate business, hence, a designation of visions and strategies of the company is an important mission that the Board of Directors and the management have assigned the President to make a proposal for discussion before they are approved. The President has accordingly proposed that the company’s visions should be aimed at being a leading real estate development company and should be focused on efficiency. Such efficiency covers results of operations with fair and suitable price structure and costs, project development and investment with ratio of income structure from the sale and rent continuously, while at the same time maintaining to be a good operator who is responsible for the society and the environments and who develops good relations with the customers, particularly the after-sale services, and the executives as well as the staff must be professional enough and must maintain a high standard of etiquette on the operations. The strategies and business guidelines for the next 3 years, starting 2009 till 2011, will be set for use as operations guidelines. Nevertheless, the strategies can be adjusted, taking into account the readiness, the risk factors, the impacts on the company, and the market situation. The work plans, targets and budgets of each year will be considered and approved by the Executive Board and the Board of Directors.
Attending Training Courses of Board of Directors
The Board of Directors attaches importance to a continuous attending of seminars of courses related to knowledge development and ability to perform duties of the directors. In this respect, the directors of the Company have attended training courses of the IOD so as to apply the
knowledge and experience gained from such courses in developing the Company and its subsidiary companies, as follows:
Name - Surname Courses
1 Miss Potjanee Thanavaranit - Directors Certification Program (DCP 17)- The Role of Chairman Program (RCP 13)- Role of the Compensation Committee Program (RCC 4)
2 Mr. Suwit Chindasanguan - The Role of Chairman Program (RCP 18)- Directors Certification Program (DCP 44)- Directors Accreditation Program (DAP 14)- Audit Committee Program (ACP 4)- Role of the Compensation Committee Program (RCC 1)- Improving the Quality of Financial Reporting (QFR 2)
3 Mr. Nararat Limnararat - Directors Certification Program (DCP – initial)- Finance for Non-Finance Director (FND - 2547)
4 Mr. Thapana Sirivadhanabhakdi - Directors Accreditation Program (DAP 10)
5 Mr. Panot Sirivadhanabhakdi - Directors Certification Program (DCP 46)- Finance for Non-Finance Director (FND10)
6 Mr. Sithichai Chaikriengkrai - Directors Certification Program (DCP 26)- DCP Refresher Course 2
7 Mrs. Ornruedi Na-Ranong - Diploma of Directors Certification Program (DCP 17)- DCP Refresher Course 3 - Role of the Compensation Committee Program (RCC 7)
8 Mr. Thanapol Sirithanachai - Directors Certification Program (DCP 39)- Directors Accreditation Program (DAP 10)
38
Corporate Governance Policy
Directors Orientation
The Company arranges for an orientation of newly appointed directors, so that they may learn of the business policies of the Company, including related information, such as, capital structure, shareholders, results of operations, as well as laws, rules and information which are beneficial for the directors of the Company, as follows:
1 Public Company Limited Act B.E. 2535 (1992).2 Good Practices for Listed Company Directors.3 Certificate of Company Registration issued by Department of Business Development, Memorandum of Association, and Articles of Association of the Company.4 Good Business Governance Manual of the Company.5 Listed Company Directors Manual of SEC.6 Recommendations on Giving of IT for Listed Company of 2006.7 List of Inter-Related Transactions of Listed Company.8 Principle of Good Corporate Governance for Listed Company of 2006.9 Annual Report of the Company, both of Thai and English versions, and compact discs.
• Conflicts of Interest
The Company has adopted a policy that none of its directors, executives, and staff may abuse their powers as directors, executives and staff to seek personal gains. This is clearly stated in the Code of Business Ethics in relation to practices for directors, executives and staff of the Company, which specifies that they must avoid making any transactions that are related to themselves which may cause a conflict of interest with the Company. In the event where it is necessary to make such transactions for the benefit of the Company, the Board of Directors prescribes that it must be so executed in line with the criteria laid down by the Stock Exchange of Thailand, whereby the prices and the conditions shall be as if they were made with third parties, and the directors or staff who have interests therein must have no part in the consideration of approval. In the case they are inter-related transactions under the Notice of the Stock Exchange of Thailand, it will be conducted in accordance with the criteria, procedures and disclosure of inter-related transactions of listed companies.
Besides, the Board of Directors has prescribed a prohibition that there shall be no use of any opportunity or information obtained in the capacity of director, executive or staff to seek personal gains, nor shall be conducted a business that is deemed to be in competition with the Company or a business related to the business of the Company, and there shall be no use of inside information for one’s own benefit in the buying/selling of shares of the Company, nor shall there be given inside information to any third party for the purpose of trading the shares of the Company.
• Code of Business Ethics
The Company is committed to operating its business transparently, honestly, morally, and with responsibility to the stakeholders as well as the society and the environments. In this respect, it has prescribed the practices in its Code of Business Ethics, so that they be clear and convenient for the directors, executives and staff of the Company to know of the guidelines on the business conduct and the rules and regulations of the Company. The Company has also prescribed that it is the duty and responsibility of all directors, executives and staff to learn, understand and comply with the policies and practices set forth in the Code of Business Ethics, whereby the supervisors at all levels must set a good example and have the duty to encourage their subordinates to also observe the prescribed practices.
39
Corporate Governance Policy
• Balance of Power of Non-Executive Directors
The appointment of directors of the Company is in line with the resolution of the ordinary shareholders’ meeting as duly considered by the
Compensation and Nominating Committee and the Board of Directors respectively. According to the Articles of Association of the Company,
the Board of Directors comprises at least 5 directors. As at 31st December 2008, the Board of Directors had 8 directors, as follows:
- 6 non-executive directors, or 75 percent of the total number of directors. There are 3 independent directors, or 37.50 percent of the total number of directors, a number of which is great enough to balance the power within the Board of Directors.
- 2 executive directors.
And for the year 2009, the Board of Directors has set that the non-executive directors will have the meeting without the executive directors or managements as necessary.
Therefore, the stakeholders can rest assured that the directors of the Company will perform their duties in the capacity of the representatives of the shareholders quite independently and there is a suitable balance of power within the Board.
• Evaluation of Performances of Board of Directors and Committees
The Board of Directors has passed a resolution approving an evaluation form of the entire Board of Directors for use in the evaluation of their own performances, whereby the Board will make such an evaluation every year, so that it may consider reviewing its accomplishments, issues and obstacles in the past year, and also preparing a summary of results of evaluation of its directors for consideration by the Board in order that the said evaluation be used in improving the operations so as to make it more efficient. Further, the Company also makes an evaluation of the performances of the President and the Managing Director at the same time.
• Aggregation and Segregation of Positions
The Board of Directors specifies that the Chairman who is a non-executive director must not be the President, and he/she must not have any relations with the Management, whereby the roles, powers and duties, and responsibilities in the carrying out of works of the Board of Directors and the Management are clearly separated and stated in writing.
• Remunerations of Directors and Executive Officers
The Board of Directors specifies that the Compensation and Nominating Committee shall consider fixing the remunerations of the directors, committee members and top executive officers of the Company. And, in order to motivate and keep quality directors, as required by the Company, who are comparable to those performing duties in the same industry, the directors and committee members who are assigned additional responsibilities should therefore receive increasing and suitable remunerations. As for the executive officers and the Management, they should receive remunerations in connection with the results of operations of the Company and the results of their performance individually, so as to follow the good corporate governance principle adopted by the Stock Exchange of Thailand, as well as the internationally recognized good corporate governance principles. The remunerations of directors shall be in accordance with the resolution approved by the ordinary shareholders’ meeting. Details of remunerations of directors and executive officers in 2008 are shown under the heading of remunerations of directors and executive officers.
• Meeting of Board of Directors
The Company fixes the meetings of the Board of Directors in advance throughout the year and readily informs the directors of such scheduled meetings, whereby a meeting of the Board of Directors will be held at least once every quarter. In the case of urgency, there may be held a meeting of Board of Directors additionally according to suitability. In order that the Board of Directors may perform its duties efficiently, in holding a meeting of the Board of Directors the Company will send a notice to attend meeting stating the meeting agendas clearly, along with
40
Corporate Governance Policy
the meeting documents which are complete and sufficient for the Board of Directors to study them at least 7 days before the meeting is held. Each meeting will take about 1-3 hours. All directors are given opportunities to discuss and express opinions openly. The Chairman of the Company shall compile opinions and conclusions obtained from the meeting. In the case where a director with significant vested interest in the matter under consideration, such director must leave the meeting during the consideration of the said matter. Minutes of the meeting are recorded in writing and presented to the Board of Directors for consideration before they are adopted at the next meeting. The documents filed comprise the minutes of the meeting which are in the form of original hardcopy files and in the form of electronics file, including the meeting documents, for the purpose of easy reference by the directors and concerned persons.
In 2008 the Board of Directors held 4 ordinary meetings and 2 extraordinary meetings.
• Sub-committees
The Board of Directors has appointed directors who have suitable knowledge and expertise as sub-committees to help perform duties, study and screen important matters which need to be supervised closely, and to propose their opinions to the Board of Directors accordingly. The structure, scope of duties and responsibilities of the sub-committees are detailed under the heading of Management.
• Internal Control and Internal Auditing
The Board of Directors has set up an internal control system that covers finance, operations, and proceedings, so that they be in accordance with related laws, rules, and regulations. Also, the internal control system has an inspection mechanism and balance in regard to the preservation and the custody of the capital of the shareholders as well as the assets of the Company. There is an internal inspection department whose duties are to inspect and the performances of all departments to see if they are in line with the regulations so laid down. Efficiency and sufficiency of the internal control system are also assessed. Anyhow, the Board of Directors specifies that the internal inspection department must be independent for the purpose of effective inspection and balance, whereby it shall report directly to the Board of Directors regularly according to the scheduled period fixed.
As regards the risk management, the Board of Directors has made arrangements that there be an assessment of risk factors, and has drafted a risk management plan to monitor and assess the results of operations under such plan, whereby the Board of Directors will review and follow up the important risk management items continuously.
• Risk management
The Board of Directors has arranged for an assessment of risk factors, by designating risk management plans, monitoring, and assessing the operations according to the plans, whereby the Board of Directors continuously reviews the process and monitors key risk management. In 2008, the company has adopted a policy on monthly risk review and has jointly attended meetings with the Risk Assessment Sub-Committee so as to analyze the risk factors, which, if occur, could send negative impacts and thus causing damages or making it impossible to achieve the target of the organization, and also to seek ways and means to prevent and rectify such risks in time. Summary reports are then sent to the Executive Board every month, while risk assessment reports are forwarded to the Board of Directors quarterly. As for 2009, the company has introduced a warning system, whereby reports will be sent to the Executive Board or the Board of Directors immediately as soon as the risk level reaches a significant mark.
• Reports of the Board of Directors
The Board of Directors is responsible for the combined financial reports of the Company and of its subsidiary companies as well as financial information appearing in the Annual Report. However, the Board of Directors has assigned the Audit Committee to be responsible for the preparation of financial statements of the Company and of its subsidiary companies so that they be correct according to the generally accepted accounting standards in Thailand, that there be applied suitable accounting policy which is regularly practiced. The Board of Directors also has already given its opinions in the report of responsibility of the Board of Directors to the financial reports along with the
report of the Audit Committee and the report of the certified auditor.
41
Corporate Governance Policy
• Relations with InvestorsThe Company has all along attached importance to the disclosure of financial information and non-financial information according to
the stipulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, accurately, adequately,
transparently, regularly and in time, throughout various channels, both directly and indirectly. It has also assigned the President and/or the
Managing Director to communicate directly with the shareholders, investors and securities analysts both within and without the country. This
was done by having arranged analyst meetings for the presentation of information in regard to the progress of the business operation as
well as answering questions concerning the Company to the investors and securities analysts; by having participated in an event called the
Opportunity Day organized by the Stock Exchange of Thailand where it had meetings with small investors; by having held press conferences
for publication of press releases. Such proceedings are in addition to the disclosure of various information to the Stock Exchange of Thailand
and via the web site of the Company, www.univentures.co.th, so that the stakeholders of all groups concerned with the activities of the
Company may learn of its information equally.
In addit ion, the investors can contact with the investor relation via the Company’s website www.univentures.co.th/newweb/
contactinvestor.html. in order to communicate with investors, broker analysts and related units or can directly contact at
Univentures Public Company Limited
888/210-212 Mahatun Plaza Building, 2nd Floor
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
TEL : 0-2100-7100
FAX : 0-2 255-9418
Contact: Investor relation
•Overseeing Use of Inside Information
The Company has a policy on disclosure of its information, transparency, financial reports, operations, by specifying as rules for practices
respecting disclosure of financial information and others as related to the business and the results of operations of the Company which are
accurate, complete, adequate, reliable, on a regular basis and in time, to the shareholders, investors, securities analysts and the general
public. The Board of Directors also sees to it that there be strict compliance with the laws, rules and regulations governing disclosure
of information and transparency. Whenever there is a change of directors or executives, or a change of shares trading according to the
stipulations of the Office of the Securities and Exchange Commission, such are reported to the Compliance and Internal Control Department
at all times and for the year 2009, all directors and managements will report their securities holding and disclose their interest and related
persons to the Board of Directors of the Company, so as to ensure that the directors or the executives may manage and operate the business
honestly and transparently, and that they may play a part in creating confidence among the shareholders and the general investors alike.
In relation to the use of inside information, the Company regards that it shall be the responsibility of the directors, executives and staff,
who must strictly maintain the confidential information of the Company, particularly the inside information which is not yet disclosed to
the public or the information that may affect the business operations or the share prices. In this respect, it has been specified that no
directors, executives, or staff of the Company shall utilize the opportunity or the information obtained in their capacity to seek personal
gains; that no inside information shall be used for their personal benefits in the trading of the Company’s shares; that no inside information
shall be given to any third party for the purpose of shares trading of the Company and in regard to businesses which is competitive to that
of the Company or related business of the Company; and that no business secrets of the Company shall be disclosed to any third party,
especially the competitors of the Company, even though they are no longer a director, executive officer or staff of the Company. As such,
in order to prevent the directors, executives and staff who have access to the information of the Company from utilizing such information
they have come across for seeking benefits, which is a violation of their duties and responsibilities to the Company and the shareholders,
it is prescribed that such information may only be made known to the directors and top executives concerned, and it is prohibited for the
directors and executives to trade in the securities of the Company 1 month before the financial statements are published, whereby every
3 months the Company will notify the Board of Directors and the Management of the period during which the buying/selling of the Company’s
shares is prohibited.
42
Any violation which causes the Company to sustain damages or to lose business opportunities, the Company shall regard such as an action
that is against the policy and the Code of Business Ethics, whereby the violator shall be subject to severe disciplinary punishment, not to
mention that he/she is also punishable under the Securities and Exchange Act B.E. 2535 (1992).
In addition. For the year 2009, the Company will set the guideline for consideration of the complaint or recommendation of the persons
who have interest via the website www.univentures.co.th
Meeting Attendance of Each Director
Attendance of Meetings (Times)
List of Directors Board of Directors
Audit Committee
Compensationand Nominating Committee
Management
1. Miss Potjanee Thanavaranit 6/6 7/7 1/1 -2. Mr. Suwit Chindasanguan 6/6 7/7 - -
3. Mr. Nararat Limnararat 6/6 7/7 1/1 -
4. Mr. Thapana Sirivadhanabhakdi 6/6 - 1/1 10/11
5. Mr. Panot Sirivadhanabhakdi 6/6 - - 8/11
6. Mr. Sithichai Chaikriengkrai 6/6 - - 11/11
7. Mrs. Ornruedi Na-Ranong 6/6 7/7 1/1 11/11
8. Mr. Thanapol Sirithanachai 6/6 7/7 - 11/11
Securities Holding of Directors of 2008
List of DirectorsNo. of ESOP #2 ESOP #3
Shares Held Allocated Remaining Allocated Remaining Note
1. Miss Potjanee Thanavaranit - - - - - -
2. Mr. Suwit Chindasanguan 500,000 500,000 - - - -
3. Mr. Nararat Limnararat - - - - - -
4. Mr. Thapana Sirivadhanabhakdi 215,648,563* - - - - -
5. Mr. Panot Sirivadhanabhakdi 215,648,563* - - - - -
6. Mr. Sithichai Chaikriengkrai - - - - - -
7. Mrs. Ornruedi Na-Ranong 6,841,000 2,497,500 - 2,002,500 - -
8. Mr. Thanapol Sirithanachai 1,200,000 - - 3,500,000 800,000** **Warrants expired in September 2008
Note : Being the holding of shares indirectly via the Adelfos Co., Ltd. which holds shares in the Univentures Public Company Limited at
431,297,126 shares and Mr. Thapana Sirivadhanabhakdi and Mr. Panot Sirivadhanabhakdi hold shares in the Adelfos Co., Ltd.
altogether at 100 %.
Corporate Governance Policy
43
Remunerations of Company’s Directors of 2008
Remunerations (Baht)
List of Directors Board of Directors
Audit Committee Compensationand Nomination
Committee
Management Total
1. Miss Potjanee Thanavaranit 324,000 360,000 22,000 706,0002. Mr. Suwit Chindasanguan 204,000 480,000 684,000
3. Mr. Nararat Limnararat 204,000 360,000 18,000 582,000
4. Mr. Thapana Sirivadhanabhakdi 204,000 18,000 300,000 522,000
5. Mr. Panot Sirivachanabhakdi 204,000 240,000 444,000
6. Mr. Sithichai Chaikriengkrai 204,000 240,000 444,000
7. Mrs. Ornruedi Na-Ranong 204,000 18,000 222,000
8. Mr. Thanapol Sirithanachai 204,000 204,000
• Auditor and Auditor’s Fee
The Audit Committee is responsible for the preliminary selection of the auditor, basing on the qualifications, the independency and the
ability to review the financial statements within the designated timeframe, and who has knowledge and expertise in relation to auditing
services, while also understanding the business of the group of companies. The Audit Committee shall then forward its opinion to the Board
of Directors for consideration and nominating the said auditor for appointment at the shareholders’ meeting.
Auditor’s Fee
In the past fiscal year the Company and its subsidiary companies paid the auditor’s fee to the the KPMG Phoomchai Audit Ltd., with whom
the auditor works, in the total amount of Baht 2,700,000, consisting of auditor’s fee of the Company at Baht 950,000 and for the subsidiary
companies at Baht 1,750,000.
Non-Audit Fee
In the past fiscal year, the Company and its subsidiary companies did not make payment of any non-audit fee to the auditor, person or
business related to the auditor and the auditing office where the auditor was employed, and there were no future expenses arisen from an
agreement that the services therefore were not yet completed in the past fiscal year.
• Legal Disputes
Legal Case That May Render Negative Effects on Assets
The Company has no legal cases which may render negative effects on the assets of the Company and of its subsidiary companies of an
amount higher than 5 percent of the shareholder’s equity as at the end of the last fiscal year, or legal cases of an amount higher than 10
percent of the revolving assets as at the end of the fiscal year.
Legal Case That May Affect Business Operations Significantly
The Company has no legal cases that have significant legal effects on its business operations but which cannot be assessed in figures, or
any legal cases not arisen from its normal business operations.
Corporate Governance Policy
44
Report of the Audit Committee
To The Shareholders
The Audit Committee of Univentures Public Company comprises 3 independent directors, all of whom have had knowledge, abilities, expertise and experience in specific fields, and have also possessed full qualifications under the rules of the Audit Committee, with Mr. Suwit Chindasanguan as Chairman, Miss Potjanee Thanavaranit and Mr. Norarat Limnorarat as Audit Committee members. Each member of the Audit Committee has no part in the management, and is not also an executive officer or a staff or a person with power to control the company or the subsidiary companies and joint companies whatsoever. The Audit Committee has performed its duties according to the scope of duties and responsibilities as assigned by the Board of Directors and which are in accordance with the code of best practices of Audit Committee prescribed by the Stock Exchange of Thailand, including a review on financial reports, a review on suitability of internal control system, a review on disclosure of information in the case there arise related transactions or transactions that may have conflicts of interest, so as to ensure that it be carried out accurately and adequately, as well as a selection and nomination of a certified auditor of the Company for appointment, and the auditor’s fee.
In 2008, the Audit Committee held altogether 7 meetings, and each meeting was always attended by all Audit Committee members. The Audit Committee also held joint meetings with the representatives of the Management, the auditor, and the internal auditor, whereby it had reviewed the preparation of the past quarterly and annual financial reports duly audited by the certified public accountant. In this regard, the responsible executives had answered certain queries put forward by the Audit Committee before the Audit Committee approved the financial statements. The financial statements considered each time had been prepared in accordance with the generally accepted accounting standards, and there had been disclosed significant data adequately and accurately in the material parts according to the opinion of the certified public accountant attached to the said quarterly and annual financial statements before forwarding same to the Board of directors for approval. Besides, the Audit Committee has reviewed the qualifications of the said auditor and it is of an opinion that her qualifications are in line with the requirements set forth by the Notices of the Office of the Securities and Exchange Commission and of the Stock Exchange of Thailand and has also considered the appropriate fee of the auditor. Hence, the Audit Committee has passed a resolution that a proposal be forwarded to the Board of Directors of the Company to seek an approval from the General Meeting of Shareholders that an auditor from the KPMG Phoomchai Auditor Limited be appointed as the auditor of the Company and that his/her fee be accordingly fixed for the year 2008. Further, the Audit Committee has given its opinion that the Company had suitable and sufficient internal control system, that there were no significant shortcomings, and there had been disclosure of information to the public adequately, and the law governing securities and exchange, the regulations of the Stock Exchange of Thailand, and the law concerning the businesses of the company, had duly and correctly been complied with. Also, related transactions or transactions that may have conflicts of interest had duly been reviewed, for the purpose of transparency.
Mr. Suwit Chindasanguan Chairman of Audit Committee
45
Report of the Board of Directors’ Responsibillity in Financial Statements
The Board of Directors of Univentures Public Company Limited is responsible for the combined financial statements of Univentures Public Company Limited and its subsidiary companies, as well as IT financial information shown in the annual report and in the financial statements of the Company. The said financial statements had been prepared according to the generally accepted accounting standards, by choosing suitable accounting policy for practices regularly, while there had also been disclosed significant information sufficiently and transparently in the Notes to Financial Statements, for the benefits of both shareholders and general investors alike. The said financial statements had been audited and opinionated unconditionally by an independent auditor.
The financial statements of the Company and its subsidiary companies had been audited by Mr. Nirand Lilamethwat, a certified public accountant of registration No. 2316 of the KPMG Phoomchai Audit Ltd, who is recognized by the Office of the Securities and Exchange Commission.
The Board of Directors has set up and maintained a suitable and effective internal control system, so as to ensure that the recordings of accounting data of the Company and its subsidiary companies are correct, complete, sufficient, in time, and that there be a prevention of corruption opportunities or significant irregularities. As such, in order that there be conducted a revision on the internal control system continuously and that there be a review on the working system regularly, the Board of Directors has duly appointed an Audit Committee, comprising independent committee members, whose responsibilities are to review the financial reports of the Company and of its subsidiary companies, so that there be presented accurate and adequate information, as well as having reliable internal control system and internal auditing. The Audit Committee’s opinions on the said matters appear in the Audit Committee’s Report already shown in this Annual Report. The Board of Directors is of an opinion that on the whole the internal control system of the Company and of its subsidiary companies are satisfactory and can create confidence reasonably that the financial statements of the Univentures Public Company Limited and of its subsidiary companies for the year ending 31st December 2008 have shown the financial position and the results of operations accurately and reasonably in the material parts according to the generally accepted accounting standards.
Miss Potjanee Thanavaranit Chairman of the Board
46
To the Shareholders of Univentures Public Company Limited
I have audited the accompanying consolidated and separate balance sheets as at 31 December 2008, and the related statements of income, changes in shareholders’ equity and cash flows for the year then ended of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements and the Company’s financial statements of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively, for the year ended 31 December 2007 were audited by another auditor whose report dated 28 February 2008 expressed an unqualified opinion on those financial statements.
I conducted my audits in accordance with general ly accepted audit ing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the f inancial statements are free of mater ial misstatement. An audit includes examining, on a test basis, evidence support ing the amounts and disclosures in the f inancial statements. An audit also includes assessing the accounting principles used and signif icant est imates made by management, as wel l as evaluat ing the overal l f inancial statement presentat ion. I bel ieve that my audits provide a reasonable basis for my opinion.
In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial position as at 31 December 2008 and the results of operations and cash flows for the year then ended of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively, in accordance with generally accepted accounting principles.
(Nirand Lilamethwat) Certified Public Accountant Registration No. 2316
KPMG Phoomchai Audit Ltd.Bangkok 26 February 2009
Report of Independent Auditor
47
Balance Sheets
Univentures Public Company Limited and its SubsidiariesAs at December 31, 2008 and 2007
(Unit : Baht)
Consolidated Financial Statements
Separate Financial Statements
Assets Notes 2008 2007 2008 2007
Current assets
Cash and cash equivalents 5 894,920,634 825,081,679 595,463,090 581,142,660
Current investments 6 - 101,183,966 - 100,000,000
Trade accounts receivable 7 127,698,035 216,042,397 118,016,223 201,410,280
Other receivable from and
short-term loans to related parties 4 155,041,269 296,594,175 287,749,227 368,569,816
Inventories 8 151,931,662 141,406,931 133,266,560 118,290,641
Properties under development 9 209,677,733 56,421,045 - -
Properties for sale 43,285,327 - - -
Other current assets 10 164,226,593 14,716,449 4,626,446 9,715,051
Total current assets 1,746,781,253 1,651,446,642 1,139,121,546 1,379,128,448
Non-current assets
Deposit at bank under commitment 29 - 546,000 - -
Investments in subsidiaries and associate companies 11 74,080,573 50,950,843 564,907,578 349,461,532
Investments in equity securities available for sale 6 33,306,266 69,705,398 - -
Properties under development for lease 4, 12 346,257,101 171,356,681 - -
Property, plant and equipment 13 236,574,181 205,655,128 149,527,568 125,697,886
Intangible asset 14 3,435,055 - 3,093,617 -
Goodwill 679,977 299,580 - -
Other non-current assets 9,864,050 9,538,389 3,721,242 3,536,128
Total non-current assets 704,197,203 508,052,019 721,250,005 478,695,546
Total asset 2,450,978,456 2,159,498,661 1,860,371,551 1,857,823,994
The accompanying notes are an integral part of these financial statements
48
Univentures Public Company Limited and its SubsidiariesAs at December 31, 2008 and 2007
(Unit : Baht)
Consolidated Financial Statements
Separate Financial Statements
Liabilities and equity Notes 2008 2007 2008 2007
Current liabilities
Bank overdrafts and short-term loans from
financial institutions 15 - 1,210,148 - -
Trade accounts payable 4 26,162,310 36,921,905 8,367,078 31,972,865
Other payable to and short-term loans
from related parties 4 10,727,228 32,850,000 3,599,477 6,859,056
Current portion of liabilities under
hire purchase agreement 15 57,114 137,073 57,114 137,073
Income tax payable 5,400,629 27,632,035 5,045,572 21,028,598
Other current liabilities 16 47,288,949 123,030,311 6,640,347 3,891,526
Total current liabilities 89,636,230 221,781,472 23,709,588 63,889,118
Non-current liabilities
Long-term loan from financial institution 15 90,000,000 - - -
Liabilities under hire purchase agreement 15 - 57,114 - 57,114
Rental received in advance from related part 4 250,000,000 - - -
Other non-current liabilities 5,990,000 - - -
Total non-current liabilities 345,990,000 57,114 - 57,114
Total liabilities 435,626,230 221,838,586 23,709,588 63,946,232
The accompanying notes are an integral part of these financial statements
Balance Sheets (continued)
49
Univentures Public Company Limited and its SubsidiariesAs at December 31, 2008 and 2007
(Unit : Baht)
Consolidated Financial Statements
Separate Financial Statements
Liabilities and equity Notes 2008 2007 2008 2007
Equity
Share capital 17
Authorised share capital 944,528,490 944,528,490 944,528,490 944,528,490
Issued and paid-up share capital 764,766,980 762,268,274 764,766,980 762,268,274
Reserves 18
Share premium 474,567,342 473,332,950 474,567,342 473,332,950
Revaluation surplus on land 13 147,567,416 138,033,416 110,261,000 103,091,000
Unrealised loss on investments (56,698,662) (20,307,030) - -
Share subscription received in advance 17 - 998,860 - 998,860
Retained earnings
Appropriated
Legal reserve 18 50,862,333 45,402,000 48,380,333 42,920,000
Unappropriated 489,910,862 509,868,090 438,686,308 411,266,678
Total equity attributable to equity holders of the Company
1,870,976,271 1,909,596,560 1,836,661,963 1,793,877,762
Minority interests 144,375,955 28,063,515 - -
Total equity 2,015,352,226 1,937,660,075 1,836,661,963 1,793,877,762
Total liabilities and equity 2,450,978,456 2,159,498,661 1,860,371,551 1,857,823,994
The accompanying notes are an integral part of these financial statements
Balance Sheets (continued)
50
Univentures Public Company Limited and its SubsidiariesAs at December 31, 2008 and 2007(Unit : Baht)
Consolidated Financial Statements
Separate Financial Statements
Notes 2008 2007 2008 2007
Revenues 4, 20
Revenue from sale of goods and rendering of services 1,072,204,443 1,361,221,472 1,000,806,606 1,139,372,030
Revenue from sale of units in condominium project 64,756,139 97,078,290 - -
Interest income 43,063,855 43,159,981 43,482,593 42,325,901
Other income 21 36,599,662 45,736,641 91,156,484 67,823,021
Share of profits from investments accounted for using the equity method 22,750,407 - - -
Total revenues 1,239,374,506 1,547,196,384 1,135,445,683 1,249,520,952
Expenses 4
Cost of goods sold and rendering of services 944,216,411 1,185,156,680 893,972,513 987,857,405
Cost of sale of units in condominium project 52,626,031 80,535,130 - -
Selling and administrative expenses 22 164,455,367 113,181,801 94,312,180 70,252,761
Loss on impairment in value of investment in
subsidiaries and associates - - 7,995,413 21,976,272
Share of losses from investments accounted for using the equity method - 9,890,205 - -
Total expenses 1,161,297,809 1,388,763,816 996,280,106 1,080,086,438
Profitbeforeinterestandincometaxexpenses 78,076,697 158,432,568 139,165,577 169,434,514
Interest expense 4, 24 780,781 2,007,553 21,596 1,180,645
Income tax expense 25 31,061,846 54,473,928 29,937,328 45,893,489
Profitfortheyear 46,234,070 101,951,087 109,206,653 122,360,380
Attributable to:
Equity holders of the Company 20 61,829,795 100,945,836 109,206,653 122,360,380
Minority interests (15,595,725) 1,005,251 - -
Profitfortheyear 46,234,070 101,951,087 109,206,653 122,360,380
Earnings per share 26
Basic 0.08 0.16 0.14 0.19
Diluted 0.08 0.15 0.14 0.19
The accompanying notes are an integral part of these financial statements
Income Statements
51
Statements of changes in equity U
nive
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es P
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and
its S
ubsi
diar
ies
For t
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in s
hare
cap
ital a
s re
sult
of m
inor
ity in
tere
st-
--
--
--
-20
,510
,142
20
,510
,142
Div
iden
d-
--
--
-(5
3,29
4,18
0)(5
3,29
4,18
0)-
(53,
294,
180)
Issu
e of
sha
re c
apita
l
Incr
ease
in o
rdin
ary
shar
es22
1,50
0,00
0 22
8,63
4,16
8 -
--
--
450,
134,
168
-45
0,13
4,16
8
Incr
ease
in o
rdin
ary
shar
es a
s a
resu
lt of
war
rant
s ex
erci
se17
10,3
12,3
75
3,65
2,05
0 -
-(1
3,96
4,42
5)-
--
--
Shar
e su
bscr
iptio
n re
ceiv
ed in
adv
ance
--
--
12,4
77,3
85
--
12,4
77,3
85
-12
,477
,385
Lega
l res
erve
18-
--
--
6,37
1,00
0 (6
,371
,000
)-
--
Bala
nce
at 3
1 D
ecem
ber 2
007
762,
268,
274
473,
332,
950
138,
033,
416
(20,
307,
030)
998,
860
45,4
02,0
00
509,
868,
090
1,90
9,59
6,56
0 28
,063
,515
1,9
37,6
60,0
75
The
acco
mpa
nyin
g no
tes
are
an in
tegr
al p
art o
f the
se fin
anci
al s
tate
men
ts
52
Statements of Changes in Equity U
nive
ntur
es P
ublic
Com
pany
Lim
ited
and
its S
ubsi
diar
ies
For t
he y
ears
end
ed 3
1 D
ecem
ber 2
008
and
2007
(Uni
t : B
aht)
Consolidatedfinancialstatements
Rese
rves
Reta
ined
ear
ning
s
Issu
ed a
ndpa
id-u
psh
are
capi
tal
Shar
epr
emiu
m
Reva
luat
ion
surp
lus
on
prop
erty
Unr
ealis
ed
loss
on
inve
stm
ents
Shar
e su
bscr
iptio
nre
ceiv
ed in
adv
ance
Appr
opria
ted
to le
gal
rese
rve
Unap
prop
riate
d
Tota
l equ
ity
attri
buta
ble
to
equit
y hold
ers o
f
the
Com
pany
Min
ority
inte
rest
sTo
tal
equi
tyN
ote
Bala
nce
at 1
Jan
uary
200
8 7
62,2
68,2
74
473
,332
,950
1
38,0
33,4
16
(20,
307,
030)
998
,860
4
5,40
2,00
0 5
09,8
68,0
90
1,90
9,59
6,56
0 2
8,06
3,51
5 1,
937,
660,
075
Unr
ealis
ed lo
ss o
n in
vest
men
ts-
--
(36,
391,
632)
--
-(3
6,39
1,63
2)-
(36,
391,
632)
Land
reva
luat
ion
13-
-9,
534,
000
--
--
9,53
4,00
0 -
9,53
4,00
0
Net
inco
me
reco
gnis
ed d
irect
ly in
equ
ity-
-9,
534,
000
(36,
391,
632)
--
-(2
6,85
7,63
2)-
(26,
857,
632)
Profi
t (lo
ss) f
or th
e ye
ar-
--
--
- 6
1,82
9,79
5 61
,829
,795
(1
5,59
5,72
5)46
,234
,070
Tota
l rec
ogni
sed
inco
me
- -
9,5
34,0
00
(36,
391,
632)
- -
61,
829,
795
34,
972,
163
(15,
595,
725)
19,
376,
438
Incr
ease
in s
hare
cap
ital a
s re
sult
of m
inor
ity in
tere
st-
--
--
--
-13
2,00
0,00
0 13
2,00
0,00
0
Acqu
isiti
on o
f sub
sidi
ary
--
--
--
--
(91,
835)
(91,
835)
Div
iden
d27
--
--
--
(76,
326,
690)
(76,
326,
690)
-(7
6,32
6,69
0)
Issu
e of
sha
re c
apita
l
Incr
ease
in o
rdina
ry sh
ares
as a
resu
lt of
warra
nts e
xerc
ise17
2,4
98,7
06
1,2
34,3
92
- -
(3,7
33,0
98)
- -
- -
-
Shar
e su
bscr
iptio
n re
ceiv
ed in
adv
ance
17 -
- -
- 2
,734
,238
-
- 2
,734
,238
-
2,7
34,2
38
Lega
l res
erve
18 -
- -
- -
5,4
60,3
33
(5,4
60,3
33)
- -
-
Bala
nce
at 3
1 D
ecem
ber 2
008
764,
766,
980
474,
567,
342
147,
567,
416
(56,
698,
662)
-50
,862
,333
48
9,91
0,86
2 1,
870,
976,
271
144,
375,
955
2,01
5,35
2,22
6
Theaccompanyingnotesareanintegralparto
fthesefinancialstatements
53
Uni
vent
ures
Pub
lic C
ompa
ny L
imite
d an
d its
Sub
sidi
arie
sFo
r the
yea
rs e
nded
31
Dec
embe
r 200
8 an
d 20
07(U
nit :
Bah
t)
Consolidatedfinancialstatements
Rese
rves
Reta
ined
ear
ning
s
Issu
ed a
ndpa
id-u
psh
are
capi
tal
Shar
epr
emiu
m
Reva
luat
ion
surp
lus
on
prop
erty
Unr
ealis
ed
loss
on
inve
stm
ents
Shar
e su
bscr
iptio
nre
ceiv
ed in
adv
ance
Appr
opria
ted
to le
gal
rese
rve
Unap
prop
riate
d
Tota
l equ
ity
attri
buta
ble
to
equit
y hold
ers o
f
the
Com
pany
Min
ority
inte
rest
sTo
tal
equi
tyN
ote
Bala
nce
at 1
Jan
uary
200
8 7
62,2
68,2
74
473
,332
,950
1
38,0
33,4
16
(20,
307,
030)
998
,860
4
5,40
2,00
0 5
09,8
68,0
90
1,90
9,59
6,56
0 2
8,06
3,51
5 1,
937,
660,
075
Unr
ealis
ed lo
ss o
n in
vest
men
ts-
--
(36,
391,
632)
--
-(3
6,39
1,63
2)-
(36,
391,
632)
Land
reva
luat
ion
13-
-9,
534,
000
--
--
9,53
4,00
0 -
9,53
4,00
0
Net
inco
me
reco
gnis
ed d
irect
ly in
equ
ity-
-9,
534,
000
(36,
391,
632)
--
-(2
6,85
7,63
2)-
(26,
857,
632)
Profi
t (lo
ss) f
or th
e ye
ar-
--
--
- 6
1,82
9,79
5 61
,829
,795
(1
5,59
5,72
5)46
,234
,070
Tota
l rec
ogni
sed
inco
me
- -
9,5
34,0
00
(36,
391,
632)
- -
61,
829,
795
34,
972,
163
(15,
595,
725)
19,
376,
438
Incr
ease
in s
hare
cap
ital a
s re
sult
of m
inor
ity in
tere
st-
--
--
--
-13
2,00
0,00
0 13
2,00
0,00
0
Acqu
isiti
on o
f sub
sidi
ary
--
--
--
--
(91,
835)
(91,
835)
Div
iden
d27
--
--
--
(76,
326,
690)
(76,
326,
690)
-(7
6,32
6,69
0)
Issu
e of
sha
re c
apita
l
Incr
ease
in o
rdina
ry sh
ares
as a
resu
lt of
warra
nts e
xerc
ise17
2,4
98,7
06
1,2
34,3
92
- -
(3,7
33,0
98)
- -
- -
-
Shar
e su
bscr
iptio
n re
ceiv
ed in
adv
ance
17 -
- -
- 2
,734
,238
-
- 2
,734
,238
-
2,7
34,2
38
Lega
l res
erve
18 -
- -
- -
5,4
60,3
33
(5,4
60,3
33)
- -
-
Bala
nce
at 3
1 D
ecem
ber 2
008
764,
766,
980
474,
567,
342
147,
567,
416
(56,
698,
662)
-50
,862
,333
48
9,91
0,86
2 1,
870,
976,
271
144,
375,
955
2,01
5,35
2,22
6
Theaccompanyingnotesareanintegralparto
fthesefinancialstatements
Statements of Changes in Equity Se
para
te fi
nanc
ial s
tate
men
ts
Stat
emen
ts o
f cha
nges
in e
quity
For t
he y
ears
end
ed 3
1 D
ecem
ber 2
008
and
2007
(Uni
t : B
aht)
Res
erve
sR
etai
ned
earn
ings
Issu
ed a
ndpa
id-u
psh
are
capi
tal
Shar
epr
emiu
mRe
valu
atio
nsu
rplu
s on
prop
erty
Shar
esu
bscr
iptio
nre
ceiv
ed in
adva
nce
Appr
opria
ted
to le
gal
rese
rve
Una
ppro
pria
ted
Tota
l equ
ity
attri
buta
ble
toeq
uity
hol
ders
of th
e C
ompa
nyN
ote
Bala
nce
at 1
Jan
uary
200
753
0,45
5,89
9 24
1,04
6,73
2 10
3,09
1,00
0 2,
485,
900
36,8
00,0
00
348,
320,
478
1,26
2,20
0,00
9
Profi
t for
the
year
--
--
-12
2,36
0,38
0 12
2,36
0,38
0
Tota
l rec
ogni
sed
inco
me
--
--
-12
2,36
0,38
0 1
22,3
60,3
80
Div
iden
d-
--
--
(53,
294,
180)
(53,
294,
180)
Issu
e of
sha
re c
apita
l
Incr
ease
in o
rdin
ary
shar
es22
1,50
0,00
0 22
8,63
4,16
8 -
--
-45
0,13
4,16
8
Incr
ease
in o
rdin
ary
shar
es a
s a
resu
lt of
war
rant
s ex
erci
se17
10,3
12,3
75
3,65
2,05
0 -
(13,
964,
425)
--
-
Shar
e su
bscr
iptio
n re
ceiv
ed in
adv
ance
--
-12
,477
,385
-
-12
,477
,385
Lega
l res
erve
--
--
6,12
0,00
0 (6
,120
,000
)-
Bala
nce
at 3
1 D
ecem
ber 2
007
762,
268,
274
473,
332,
950
103,
091,
000
998,
860
42,9
20,0
00
411,
266,
678
1,79
3,87
7,76
2
Bala
nce
at 1
Jan
uary
200
876
2,26
8,27
4 47
3,33
2,95
0 10
3,09
1,00
0 99
8,86
0 42
,920
,000
41
1,26
6,67
8 1,
793,
877,
762
Reva
luat
ion
surp
lus
on la
nd13
--
7,17
0,00
0 -
--
7,17
0,00
0
Net
inco
me
reco
gnis
ed d
irect
ly in
equ
ity-
-7,
170,
000
--
-7,
170,
000
Profi
t for
the
year
--
--
- 1
09,2
06,6
53
109,
206,
653
Tota
l rec
ogni
sed
inco
me
--
7,17
0,00
0 -
-10
9,20
6,65
3 11
6,37
6,65
3
Div
iden
d27
--
--
- (7
6,32
6,69
0)(7
6,32
6,69
0)
Issu
e of
sha
re c
apita
l
Incr
ease
in o
rdin
ary
shar
es a
s a
resu
lt of
war
rant
s ex
erci
se17
2,49
8,70
6 1,
234,
392
-(3
,733
,098
)-
--
Shar
e su
bscr
iptio
n re
ceiv
ed in
adv
ance
17-
--
2,7
34,2
38
--
2,73
4,23
8
Lega
l res
erve
18-
--
- 5
,460
,333
(5
,460
,333
)-
Bala
nce
at 3
1 D
ecem
ber 2
008
764,
766,
980
474,
567,
342
110,
261,
000
-48
,380
,333
43
8,68
6,30
8 1,
836,
661,
963
Theaccompanyingnotesareanintegralparto
fthesefinancialstatements
54
Univentures Public Company Limited and its SubsidiariesFor the years ended 31 December 2008 and 2007 (Unit : Baht)
Consolidatedfinancialstatements Separatefinancialstatements
2008 2007 2008 2007
Cash flows from operating activities
Profit for the year 46,234,070 101,951,087 109,206,653 122,360,380
Adjustments for
Depreciation and amortisation 13,011,473 11,300,859 6,217,596 6,052,220
Interest income (43,063,855) (43,159,981) (43,482,593) (42,325,901)
Dividend income (4,458,493) (2,519,117) (48,113,338) (43,913,717)
Interest expense 780,781 2,007,553 21,596 1,180,645
Doubtful debts expense - 8,209,149 - 3,463,461
Loss on obsolescence of inventories 20,136,644 2,253,451 20,579,810 -
Loss on impairment in value of investment
in subsidiaries and associates - - 7,995,414 21,976,272
Unrealised loss on exchange 46,747 - 46,747 -
Gain on sale of loan collatral - (7,879,321) - -
Gain on decreasing of investment unit of property fund (subsidiary) - - (132,226) -
Gain on sale of investment in subsidiary - - - (4,459,808)
Gain on disposal of property, plant and equipment (2,245,155) (7,341,139) (181,222) (1,521)
Share of (profits) loss from investments accounted for using the equity method (22,750,407) 9,890,205 - -
Income tax expense 31,061,846 54,473,928 29,937,328 45,893,489
Write off of receivable-revenue department - 3,209,601 - 3,209,601
38,753,651 132,396,275 82,095,765 113,435,121
Changes in operating assets and liabilities
Deposit at bank under commitment 546,000 - - -
Trade accounts receivable 88,297,615 11,397,786 83,347,310 1,989,193
Other receivable from related parties 8,248,310 1,002 (1,583,427) 1,715,946
Inventories (30,661,375) (15,692,618) (35,555,729) (30,811,757)
Project development cost (147,266,688) 80,535,130 - -
Land and building for sale (43,285,327) - - -
The accompanying notes are an integral part of these financial statements
Statements of Cash Flows
55
Statements of Cash Flows (continued)
Univentures Public Company Limited and its SubsidiariesFor the years ended 31 December 2008 and 2007
(Unit : Baht)
Consolidatedfinancialstatements Separatefinancialstatements
2008 2007 2008 2007
Changes in operating assets and liabilities
Other current assets (151,110,888) 2,024,509 2,465,264 (3,052,203)
Other non-current assets (704,747) (1,643,300) (185,114) (265,541)
Trade accounts payable (10,759,595) 7,118,881 (23,605,787) 11,674,184
Other payable to related parties 1,744,478 - (3,259,579) -
Other current liabilities (75,741,362) (18,136,232) 2,748,821 (9,396,210)
Income taxes paid (53,293,252) (43,914,892) (45,920,354) (40,445,891)
Net cash provided by (used in) operating activities (375,233,180) 154,086,541 60,547,170 44,842,842
Cash flows from investing activities
Interest received 83,279,905 18,247,493 84,175,834 17,001,660
Dividends received 4,458,493 7,852,451 48,113,338 61,711,283
Purchase of property, plant and equipment (35,347,704) (8,456,740) (23,197,355) (3,530,443)
Sale of property, plant and equipment 2,923,518 2,353,266 569,921 56,000
Purchase of intangible asset (3,162,240) - (3,162,240) -
Loans to related parties 95,711,970 168,546,700 44,334,200 111,312,740
Loans to other parties - 5,000,000 - -
Property under development for lease (174,900,420) (64,612,032) - -
Cash receipts from sale of current investments 101,183,966 - 100,000,000 -
Net cash outflow on current investments - (100,240,116) - (100,000,000)
Cash receipts from decreasing of investment unit of property fund (subsidiary) - - 116,672,933 158,200,586
Net cash outflow on acquisition of subsidiary - - (338,494,601) (118,325,129)
Net cash outflow on acquisition of associate (1,487,626) (17,569,738) (1,487,626) (14,169,738)
Cash receipts from purchase of common stock in subsidiary - 31,218,393 - -
Cash receipts from sales of loan collateral - 7,879,321 - -
Net cash provided by investing activities 72,659,862 50,218,998 27,524,404 112,256,959
The accompanying notes are an integral part of these financial statements
56
Statements of Cash Flows (continued)
Univentures Public Company Limited and its SubsidiariesFor the years ended 31 December 2008 and 2007(Unit : Baht)
Consolidatedfinancialstatements Separatefinancialstatements
2008 2007 2008 2007
Cash flows from financing activities
Interest paid (648,031) (2,007,553) (21,596) (1,180,645)
Dividend paid to equity holders of the Company (76,326,713) (53,294,180) (76,326,713) (53,294,180)
Decrease in bank overdrafts and short-term
loan from financial institutions (1,210,148) (82,803,311) - (50,000,000)
Repayment of short-term loans from related parties (24,000,000) (16,000,000) - (13,000,000)
Liabilities under hire purchase agreement (137,073) - (137,073) -
Cash receipt from long-term financial institutions 90,000,000 - - -
Rental received in advance from related party 250,000,000 - - -
Share subscription received in advance (998,860) - (998,860) -
Proceeds from issue of shares 3,733,098 462,611,553 - 462,611,553
Cash receipt from share subscription from minority interest of subsidiary 132,000,000 (591,799) 3,733,098 -
Netcashprovidedby(usedin)financingactivities 372,412,273 307,914,710 (73,751,144) 345,136,728
Net increase in cash and cash equivalents 69,838,955 512,220,249 14,320,430 502,236,529
Cash and cash equivalents at beginning of period 825,081,679 312,861,430 581,142,660 78,906,131
Cash and cash equivalents at end of period 894,920,634 825,081,679 595,463,090 581,142,660
Theaccompanyingnotesareanintegralpartofthesefinancialstatements
57
Notes To Financial Statements
Note Contents
1 General information
2 Basis of preparation of the financial statements
3 Significant accounting policies
4 Related party transactions and balances
5 Cash and cash equivalents
6 Other investments
7 Trade accounts receivable
8 Inventories
9 Properties under development
10 Other current assets
11 Investments in subsidiaries and associates
12 Properties under development for lease
13 Property, plant and equipment
14 Intangible assets
15 Interest-bearing liabilities
16 Other current liabilities
17 Share capital
18 Reserves
19 Warrants
20 Segment information
21 Other income
22 Selling and administrative expenses
23 Personnel expenses
24 Interest expense
25 Income tax
26 Earnings per share
27 Dividend
28 Changes in accounting policy
29 Financial instruments
30 Commitments with non-related parties
31 Contingent liabilities
32 Events after the balance sheet date
33 Thai Accounting Standards (TAS) not yet adopted
34 Reclassification of accounts
Univentures Public Company Limited and its SubsidiariesFor the years ended 31 December 2008 and 2007
58
Notes To Financial Statements
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors on 26 February 2009.
1. General information
Univentures Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok.
The Company was listed on the Stock Exchange of Thailand on 9 December 1988.
The parent company during the financial year was Adelfos Company Limited, incorporated in Thailand.
At the extraordinary shareholders’ meeting held on 20 August 2008, the Company’s shareholders passed the resolution to transfer the Company’s zinc oxide business to Thai-Lysaght Co., Ltd., a 100% owned subsidiary. The business was transferred in January 2009.
The principal activities of the group of Company are property development businesses and the manufacture and sales of zinc oxide. Details of the Company’s subsidiaries as at 31 December 2008 and 2007 were as follows:
Name of the entity Type of business Country of incorporation
Ownership interest
(%)
2008 2007
Direct subsidiaries
Thai-Lysaght Co., Ltd. Sales of zinc oxide and chemicals Thailand 100.00 100.00
Forward System Limited Sales of time recorders and parking control equipments
Thailand 99.99 99.99
Univentures Consulting Co., Ltd. Finance and investment consulting Thailand 100.00 100.00
Univentures Asset Investment and Thailand 100.00 100.00
Management Co., Ltd. management consulting
Kinnaree Property Fund Property fund Thailand 98.88 98.88
(1% indirectly held through
private fund of subsidiaries)
ESCO Ventures Co., Ltd. Investments in energy services Thailand 75.00 75.00
business
Lertrattakarn Co., Ltd. Property development business Thailand 100.00 100.00
Grand Unity Development Co., Ltd. Property development business Thailand 60.00 60.00 (In 2007, 11% indirectly held through (condominium) Univentures Asset Management Co., Ltd.)
Indirect subsidiaries
Grand U Living Co., Ltd. Property development business Thailand 59.99 58.98 (Formerly: Hi-rise Development Co., Ltd.). (condominium) (99.98% indirectly held through Grand Unity
Development Co., Ltd.)
59
Notes To Financial Statements
2. Basis of preparation of financial statements
The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language.
The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand.
The Group has adopted the following new and revised Thai Accounting Standards (TAS) which were issued by the FAP during 2007 and effective for accounting periods beginning on or after 1 January 2008:
TAS 25 (revised 2007) Cash Flows StatementsTAS 29 (revised 2007) LeasesTAS 31 (revised 2007) InventoriesTAS 33 (revised 2007) Borrowing CostsTAS 35 (revised 2007) Presentation of Financial StatementsTAS 39 (revised 2007) Accounting Policies, Changes in Accounting Estimates and ErrorsTAS 41 (revised 2007) Interim Financial ReportingTAS 43 (revised 2007) Business CombinationsTAS 49 (revised 2007) Construction ContractsTAS 51 Intangible Assets
The adoption of these new and revised TAS does not have any material impact on the consolidated and separate financial statements.
The FAP has issued during 2008 a number of revised TAS which are only effective for financial statements beginning on or after 1 January 2009 and have not been adopted in the preparation of these financial statements. These revised TAS are disclosed in note 32.
The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest thousand unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies.
The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These judgements, estimates and assumptions are based on historical experience and various other factors, including management’s assessment of the potential impact on the Group’s operations and financial position of the global economic crisis. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3. Significant accounting policies
(a.) Basis of consolidation
The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates.
Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation.
60
Subsidiaries
Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Associates
Associates are those companies in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
(b.) Forrign Currencies
Foreign currency transactions
Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income.
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions.
(c.) Derivative financial instruments
Derivative financial instruments are used to manage exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. Derivative financial instruments are not used for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at fair value; attributable transaction costs are recognised in the statement of income when incurred. Subsequent to initial recognition, they are remeasured at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the statement of income.
(d.) Cash and cash equivalents
Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows.
(e.) Trade and other accounts receivable
Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.
The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.
Notes To Financial Statements
61
(f.) Inventories
Raw materials, work in progress and finished goods
Inventories are stated at the lower of cost and net realisable value.
Raw materials, factory supplies and processing materials are calculated using specific principle and the first in first out principle, respectively. Finish goods and work in process are calculated using the first in first out principle. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale.
Properties under development, properties for sale and Properties under development for lease
Properties under development, properties for sale and Properties under development for lease are stated at specifically identified cost, including borrowing costs capitalised, aggregate cost of development, materials and supplies, wages and other direct expenses, less any allowance considered necessary by the management. Properties held for sale are stated at the lower of cost and their estimated net realisable value.
(g.) Investments
Investments in subsidiaries and associates
Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method.
Investments in other debt and equity securities
Debt securities and marketable equity securities held for trading are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in the statement of income.
Debt securities that the Group intends and is able to hold to maturity are stated at amortised cost less impairment losses. The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity.
Debt securities and marketable equity securities other than those securities held for trading or intended to be held to maturity, are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity. The exceptions are impairment losses and foreign exchange gains and losses, which are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the statement of income. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in the statement of income.
Equity securities which are not marketable are stated at cost less impairment losses.
Notes To Financial Statements
62
Disposal of investments
On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income.
(h.) Property, plant and equipment
Owned assets
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which are stated at their revalued amounts. The revalued amount is the fair value determined on the basis of the property’s existing use at the date of revaluation less any subsequent accumulated depreciation and impairment losses.
Leased assets
Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of income.
Revalued assets
Revaluations are performed by independent professional valuers with sufficient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the balance sheet date.
Any increase in value, on revaluation, is credited to equity under the heading ‘revaluation surplus’ unless it offsets a previous decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings and is not taken into account in calculating the gain or loss on disposal.
Depreciation
Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
Buildings and other constructions 20 years
Machinery and equipment 5, 10 years
Vehicles 5 years
Furniture, fixtures and office equipment 3-10 years
No depreciation is provided on freehold land or assets under construction.
Notes To Financial Statements
63
(i.) Intangible assets
Software licenses
Software licenses that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses
Amortisation
Amortisation is recognised in the statement of income on a straight-line basis over the estimated useful lives of intangible assets. The estimated useful lives are as follows:
Software licences 5 years
(j.) Impairment
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of income.
Calculation of recoverable amount
The recoverable amount of assets is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the
asset belongs.
Reversals of impairment
An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For financial assets carried at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in the statement of income. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.
An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Notes To Financial Statements
64
(k.) Interest-bearing liabilities
Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the borrowings on an effective interest basis.
(l.) Trade and other accounts payable
Trade and accounts payable are stated at cost.
(m.) Employee benefit
Defined contribution plansObligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred.
(n.) Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
(o.) Revenue
Revenue excludes value added taxes and is arrived at after deduction of trade discounts.
Sale of goods and services rendered
Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided.
Construction contracts
When the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in the statement of income by reference to the stage of completion of the contract activity at the balance sheet date. The stage of completion is assessed by reference to surveys of work performed. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense in the statement of income.
Notes To Financial Statements
65
Property development projects
Revenue from property development projects is recognised in the same manner as for construction contracts and after meeting further conditions, including among others:
• finalized sales agreements or in the case of condominium developments finalised sales agreements for a minimum of 40% of the area offered for sale; • non-refundable deposits from customers of at least 20% of the value of each sales agreement; and
• the development is a minimum of 10% complete (as measured by estimations made by the project surveyors).
Interest and dividend income
Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established.
Other income
Other income is recognised on an accrual basis.
(p.) Expenses
Operating leases
Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease.
Finance costs
Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognised in the statement of income using the effective interest rate method.
Other expense
Other expenses are recognised on the accrual basis.
(q.) Income tax
Current tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date and applicable to the reporting period, and any adjustment to tax payable in respect of previous years.
4. Related party transactions and balances
Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices.
Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Group were as follows:
Notes To Financial Statements
66
Name of entitiesCountry of incorporation
/ nationalityNature of relationships
Adelfos Co., Ltd. Thailand Parent company and common directors
Thai-Lysaght Co., Ltd. Thailand Subsidiary, 100% shareholding, and common directors
Forward System Limited Thailand Subsidiary, 99.99% shareholding, and common directors
Univentures Consulting Co., Ltd. Thailand Subsidiary, 100% shareholding, and common directors
Univentures Asset Management Co., Ltd. Thailand Subsidiary, 100% shareholding, and common directors
Kinnaree Property Fund Thailand Subsidiary, 98.88% shareholding, and common directors
ESCO Ventures Co., Ltd. Thailand Subsidiary, 75% shareholding, and common directors
Lertrattakarn Co., Ltd. Thailand Subsidiary, 100% shareholding, and common directors
Grand Unity Development Co., Ltd. Thailand Subsidiary, 60% shareholding, and common directors
Grand U Living Co., Ltd. (Formerly: Hi-rise Thailand Subsidiary, and 99.98% indirectly heldDevelopment Co., Ltd.). through Grand Unity Development Co., Ltd.
and common directors Excellent Energy International Co., Ltd. Thailand Associate, 31.81% shareholding, and common directors
S.U.N. Management Co., Ltd. Thailand Associate of subsidiary, 29.5% held through subsidiary and common directors
Prinventures Co., Ltd. Thailand Associate, 49% shareholding, and common directors
Sahasinwattana Cogeneration Co., Ltd. Thailand Associate of subsidiary, 20% held through subsidiary
Sahasinwattana Bioenergy Co., Ltd. Thailand Associate of subsidiary, 20% held through subsidiary
L.P.N. Development Public Company Limited Thailand Shareholders of subsidiary
Yaowawong Co., Ltd. Thailand Shareholders of subsidiary
Lumpini Property Management Co., Ltd. Thailand Common directors
Lumpini Project Management Service Co., Ltd. Thailand Common directors
Yaowawong holding Co., Ltd. Thailand Common directors
Southeast Capital Co., Ltd. Thailand Common directors
TCC Luxury Hotels & Resorts Co., Ltd. Thailand Common directors are relatives.
TCC Technology Co., Ltd. Thailand Common directors are relatives.
The pricing policies for particular types of transactions are explained further below:
Transactions Pricing policies
Sales of goods Market pricesService income Contractual pricesRental income Contractual pricesConsulting fee income Contractual pricesInterest income At the rate of 5% p.a., 9%p.a. and MLR + 2 p.a.Purchase of goods Market pricesRental expense Contractual pricesCommission expenses At the rates of 1.5 - 2.0 percent of salesElectronics mail service expenses Contractual pricesDirectors’ remuneration Approved by shareholders’ meeting Interest expense At the rate of 1.5% and 9% p.a.Purchase of investment Cost
Notes To Financial Statements
67
Significant transactions for the years ended 31 December 2008 and 2007 with related parties were as follows:
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Subsidiaries
Sale of goods - - 420 1,369
Purchase of goods - - 14,564 1,368
Rental income - - 120 720
Service income - - 32,459 3,780
Interest income - - 6,649 1,762
Dividend income - - 48,113 38,580
Rental expense - - 1,560 1,560
Interest expense - - - 481
Commission expenses - - 15,276 17,619
Purchase of investment - - 32,725 -
Associates
Consulting fee income 2,628 759 - -
Interest income 18,684 6,974 18,684 31,536
Dividend income - 5,333 - 5,333
Interest expense 832 133 - -
Other related parties
Commission expenses 641 420 - -
Interest expense 3,261 639 - -
Electronics mail service expenses 1,963 - 1,666 -
Directors’ remuneration 15,268 12,657 15,268 12,657
Sales Property, plant and equipment - 12,000 - -
Notes To Financial Statements
68
Balances as at 31 December 2008 and 2007 with related parties were as follows:
(Unit : Thousand Baht)
Trade accounts receivable from related partiesConsolidated
financial statementsSeparate
financial statements
2008 2007 2008 2007
Subsidiaries
Thai-Lysaght Co., Ltd. - - - 132
Associates 171 171 - -
Prinventures Co., Ltd. 171 171 - 132
Other receivables from and short-term loans to related partiesComprising:
Other receivables from related parties 136 46,595 1,584 38,070
Short-term loans to related parties 154,905 250,000 286,165 330,500
Total 155,041 296,595 287,749 368,570
Other receivables from related parties
Subsidiaries
ESCO Ventures Co., Ltd. - - 132 -
Forward System Limited - - 16 1
Thai-Lysaght Co., Ltd. - - 446 475
Lertrattakarn Co., Ltd. - - 972 1
Grand Unity Development Co., Ltd. - - 18 -
AssociatesSahasinwattana Cogeneration Co., Ltd. 10 - - -
Prinventures Co., Ltd. - 37,593 - 37,593
Other related parties
Yaowawong Co., Ltd. - 9,000 - -
Lumpini Project Management Service Co., Ltd. 126 2 - -
Total 136 46,595 1,584 38,070
Notes To Financial Statements
69
(% per annum)Interest rate
Consolidated financial statements
Separatefinancial statements
2551 2550 2551 2550 2551 2550
Short-term loans to
related partiesSubsidiaries
Forward System Limited 5.00 5.00 - - 2,500 2,000
ESCO Ventures Co., Ltd. 5.00 - - - 2,500 -
Thai-Lysaght Co., Ltd. 5.00 5.00 - - - 41,000
Lertrattakarn Co., Ltd. 5.00 5.00 - - 125,000 1,500
Grand Unity Development Co., Ltd. 9.00 9.00 - - - 36,000
AssociatesPrinventures Co., Ltd. MLR+2 MLR+2 149,165 245,000 149,165 245,000
Sahasinwattana Cogeneration Co., Ltd. 8.00 - 740 - - -
Excellent Energy International Co., Ltd. 9.00 9.00 5,000 5,000 5,000 5,000
Total 154,905 250,000 286,165 330,500
(Unit : Thousand Baht)
Notes To Financial Statements
70
Movements during the years ended 31 December 2008 and 2007 of short-term loans to related parties were as follows:
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Short-term loans to related parties
Subsidiaries - - 80,500 3,266At 1 January - - 311,350 81,500Increase - - (259,850) (4,266)Decrease - - 132,000 80,500At 31 December
Associates
At 1 January 250,000 438,547 250,000 438,547Increase 5,590 91,117 4,850 91,117Decrease (100,685) (279,664) (100,685) (279,664)At 31 December 154,905 250,000 154,165 250,000
Total short-term loans to related parties
At 1 January 250,000 438,547 330,500 441,813Increase 5,590 91,117 316,200 172,617Decrease (100,685) (279,664) (360,535) (283,930)At 31 December 154,905 250,000 286,165 330,500
Trade accounts payable to related parties
Subsidiaries
Thai-Lysaght Co., Ltd. - - 128 599
Notes To Financial Statements
71
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Other payables to and short-term loans
from related parties
Comprising:
Other payables to related parties 1,877 - 3,600 6,859
Short-term loans from related parties 8,850 32,850 - -
Total 10,727 32,850 3,600 6,859
Other payables to related parties
Subsidiaries
Univentures Consulting Co., Ltd. - - 20 -
Forward System Limited - - - 75
Thai-Lysaght Co., Ltd - - 3,202 6,120
Kinnaree Property Fund - - - 664
Associates
S.U.N. Management Co., Ltd. 431 - - -
Other related parties
TCC Technology Co., Ltd 433 - 378 -
Lumpini Property Management Co., Ltd. 49 - - -
Lumpini Project Management Service Co., Ltd. 964 - - -
Total 1,877 - 3,600 6,859
(Unit : Thousand Baht)
Interest rate Consolidated financial statements
Separate financial statements
2008 2007 2008 2007 2008 2007
Short-term loans from related parties
Associates
S.U.N. Management Co., Ltd. 1.50 1.50 8,850 8,850 - -
Other related parties
L.P.N. Development Public Company Limited 9.00 9.00 - 12,000 - -
Yaowawong Co., Ltd. 9.00 9.00 - 12,000 - -
Total 8,850 32,850 - -
Movements during the years ended 31 December 2008 and 2007 of short term loans from related parties were as follows:
Notes To Financial Statements
72
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Short-term loans from related parties
Subsidiaries
At 1 January - - - 13,000
Decrease - - - (13,000)
At 31 December - - - -
Associates
At 1 January 8,850 8,850 - -
At 31 December 8,850 8,850 - -
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Other related parties
At 1 January 24,000 - - -
Increase - 40,000 - -
Decrease (24,000) (16,000) - -
At 31 December - 24,000 - -
Total short-term loans from related parties
At 1 January 32,850 8,850 - 13,000
Increase - 40,000 - -
Decrease (24,000) (16,000) - (13,000)
At 31 December 8,850 32,850 - -
Rental received in advance from related party
TCC Luxury Hotels & Resorts Co., Ltd. 250,000 - - -
Notes To Financial Statements
73
Significant agreements with related parties
Commission and management agreement
In 2005, Grand Unity Development Co., Ltd. signed a memorandum of agreement with Lumpini Property Management Company Limited regarding remuneration, whereby the subsidiary agreed to pay commission at rates of 2 percent of the revenue earned from the sale of condominium units in the Parkview Viphavadi condominium project; Phase 1 and 1.6 percent of the revenue earned from the sale of condominium units in the Parkview Viphavadi condominium project; Phase 2, with payment made in 3 install ments as follows;
1st Installment: 30 percent of the value of the project as at the date it is opened for sale; to be paid when sales reach 50 percent of the total.2nd Installment: 30 percent of the value of the project as at the date it is opened for sale; to be paid when ownership of the first condominium unit has been transferred.3rd Installment: The remaining 40 percent is to be paid when ownership of all condominium units which are sold before transferring the sales function to the broker business division are transferred to the buyers; calculated from net sales value after deducting the 1st and 2nd installments.
On 28 February 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) signed a memorandum of agreement with Lumpini Project Management Service Company Limited regarding remuneration, whereby the subsidiary agreed to pay management fee from 1 March 2008 to 31 December 2008. The subsidiary is committed to pay monthly management fee of Baht 32,184 and pay commission at rates of 2 percent of the revenue earned from the sale of condominium units in the Parkview Viphavadi condominium project; Phase 4, with payment made in 3 installments as follows;
1st Installment: 30 percent of the values of the project as at the date it is opened for sale; to be paid when sales reach 50 percent of the total.2nd Installment: 30 percent of the value of the project as at the date it is opened for sale; to be paid when ownership of the first condominium unit has been transferred.3rd Installment: The remaining 40 percent is to be paid when ownership of condominium units transferred to buyers reaches 70 percent of the total.
On 21 May 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) signed a memorandum of agreement with Lumpini Project Management Service Company Limited regarding remuneration, whereby the subsidiary agreed to pay management fee from 1 June 2008 to 31 August 2009. The subsidiary is committed to pay monthly management fee of Baht 150,318. and pay commission at rates of 2 percent of the revenue earned from the sale of condominium units in the U Sabai condominium project; with payment made in 3 installments as follows;
1st Installment: 30 percent of the value of the project as at the date it is opened for sale; to be paid when sales reach 50 percent of the total.2nd Installment: 30 percent of the value of the project as at the date it is opened for sale; to be paid when ownership of the first condominium unit has been transferred.3rd Installment: The remaining 40 percent is to be paid when ownership of condominium units t ransferred to buyers reaches 70 percent of the total.
Consulting agreement
On 1 June 2005, Univentures Consulting Co., Ltd. entered into a consulting agreement for The European Tower project with Prinventures Co., Ltd. to provide consulting service for the period from 1 June 2005 to 31 May 2008 with monthly service fee of Baht 80,000.
On 1 March 2006, Univentures Consulting Co., Ltd. entered into a consulting agreement for The Northern Town Rangsit project withPrinventures Co., Ltd. to provide consulting service for the period from 1 March 2006 to 28 February 2009 with monthly service fee of Baht 80,000.
Notes To Financial Statements
74
Office rental agreement
On 27 December 2007, Grand Unity Development Co., Ltd. entered into an office rental agreement with Yaowawong Co., Ltd. for the period of three years from 1 January 2008 to 31 December 2010. The subsidiary is committed to pay monthly rental fee of Baht 18,525.
Management agreement
During the period 2008, the Company entered into service agreements with 8 subsidiaries to manage the Back office for the period of 12 months from 1 January 2008 to 31 December 2008 with monthly management fees totalling Baht 2,210,000.
Car rental agreement
The Company and its subsidiary entered into a car rental agreement with the South East Capital Company Limited totaling Baht 10.80 million for 6 cars and for the period of five years from January 2008 to March 2013 with monthly rental payments of Baht 179,963.
Electronic mail service agreement
On 1 June 2008, the Company and its subsidiaries entered into an agreement with T.C.C. Technology Company Limited for electronic mail service and computer equipment rental. The Company and its subsidiaries will paid service and rental fee at contractual prices.
Service agreement
On 16 February 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) entered into a memorandum of agreement with Lumpini Property Management Company Limited for cleaning service for Parkview Viphavadi condominium project; Phase 4, for the period from 16 February 2008 to 31 December 2008 with monthly service fee of Baht 11,500.
On 26 May 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) entered into a memorandum of agreement with Lumpini Property Management Company Limited for cleaning service for U Sabai condominium project, for the period from 1 June 2008 to 31 December 2008 with monthly service fee of Baht 11,500.
Agreement for leasing space
In July 2008, Lertrattakarn Co., Ltd., a subsidiary, cancelled the memorandum of agreement and entered into an agreement with TCC Luxury Hotels and Resort Co., Ltd. to lease space for the operation of a hotel business for a period of 30 years from 6 September 2011. The subsidiary will receive remuneration of Baht 1,358 million and the service fee according to the agreement. On the agreement date, the subsidiary received an advance payment in the amount of Baht 250 million which is rental fee to facilitate the construction.
Project management agreement
The Company entered into an agreement with the Lertrattakarn Co., Ltd. for project management for 41 months from 1 April 2008 to 31 August 2011 with service fee as follow:
Service term Service fee per month(in Baht)
April 2008 - December 2008 600,000January 2009 - April 2011 750,000
May 2011- August 2011 400,000
Notes To Financial Statements
75
Contingent liabilities with related parties as follows:
The Company is contingently liable to a bank in respect of the guarantee of a Baht 32 million credit facility for Forward System Limited, a subsidiary of the Company. As at 30 September 2008, the subsidiary had used Baht 0.11 million of the credit facility (2007: Baht 2 million).
The Company is contingently liable to a bank in respect of the guarantee of a Baht 20 million credit facility and Baht 0.58 million to guarantee electricity for Thai-Lysaght Company Limited, a subsidiary of the Company. As at 30 September 2008, no credit facility had been used by the subsidiary.
The Company is contingently liable to TSFC Securities Limited in respect of the guarantee of a Baht 90 million credit facility for Univentures Asset Management Company Limited, a subsidiary of the Company. As at 30 September 2008, no credit facility had been used by the subsidiary.
The Company is contingently liable to a bank in respect of the guarantee of a Baht 97.50 million credit facility for Prinventures Company Limited, an associate of the Company. As at 30 September 2008, the associate had used Baht 37.27 million of the credit facility (2007: Baht 49 million).
The subsidiary is contingently liable to a bank in respect of the guarantee of a Baht 220 million credit facility for Grand U Living Co., Ltd., an associate of the Company. As at 31 December 2008, the associate had used Baht 95.99 million of the credit facility.
Generally, the guarantees are effective so long as the underlying obligations have not yet been discharged by those subsidiaries and associate. No fee is charged for the provision of these guarantees.
5. Cash and cash equivalents
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Cash on hand 343 468 72 76
Cash at banks - current accounts (351) (10,634) (431) (5,391)
Cash at banks - savings accounts 354,976 350,747 245,869 186,458
Highly liquid short-term investments 539,953 484,501 349,953 400,000
Total 894,921 825,082 595,463 581,143
Cash and cash equivalents of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.
6. Other Investments
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Current investments
Short-term deposits at financial institutions - 101,184 - 100,000
Other long-term investments
Investments in equity securities available for sale 33,306 69,705 - -
Total 33,306 170,889 - 100,000
Other investments of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.
Notes To Financial Statements
76
Movements during the years ended 31 December 2008 and 2007 of marketable equity securities were as follows:
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Investments in equity securities available for sale
At 1 January 69,705 61,574 - -
Decrease in cost during the year (7) - - -
Valuation adjustment (36,392) 8,131 - -
At 31 December 33,306 69,705 - -
7. Trade accounts receivable(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
Note 2008 2007 2008 2007
Related parties 4 171 171 - 132Other parties 129,008 218,464 118,016 201,278
129,179 218,635 118,016 201,410Less allowance for doubtful accounts (1,481) (2,593) - -Total 127,698 216,042 118,016 201,410Bad and doubtful debts expenses for the year - - - -
Aging analyses for trade accounts receivable were as follows:
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Within credit terms 95,667 197,051 88,066 185,221
Overdue:
Less than 3 months 31,851 18,507 29,950 16,189
3-6 months - 112 - -
6-12 months - 92 - -
Over 12 months 1,661 2,873 - -
129,179 218,635 118,016 201,410
Less allowance for doubtful accounts (1,481) (2,593) - -Net 127,698 216,042 118,016 201,410
The normal credit term granted by the Group ranges from 7 days to 90 days.
Trade accounts receivable of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.
Notes To Financial Statements
77
8. Inventories
(Unit : Million Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Finished goods 58,592 101,846 38,858 74,305
Work in progress 2,986 - - -
Raw materials 112,183 41,071 112,183 41,071
Factory supplies 240 215 240 216
Spare parts 2,604 2,721 2,565 2,699
Goods in transit - 90 - -
176,605 145,943 153,846 118,291
Less allowance for decline in value (24,673) (4,536) (20,579) -
Net 151,932 141,407 133,267 118,291
The cost of inventories which is recognised as an expense and included in cost of sale of goods for the year ended 31 December 2008 amounted to Baht 893 million (2007: Baht 987 million) in the separate financial statements and Baht 943 million (2007: Baht 1,184 million) in the consolidated financial statements.
In 2008 the Group recorded an allowance for decline in value of inventories amounting to Baht 20 million, mostly due to the change of raw materials’ market price. This allowance is included in cost of sale of goods for the year ended 31 December 2008.
9. Project development cost
Consolidated financial statements
2008 2007
Land cost and construction in progress 1,212,362 1,007,482Development cost 169,969 132,731Capitalised interest 26,445 23,776Total 1,408,776 1,163,989Less Accumulated costs - transferred to cost of sales (1,155,231) (1,103,105) - transferred to properties for sales (39,405) - - transferred to land and building (4,463) (4,463)Net 209,677 56,421
Finance costs capitalised during the year 778 -Rates of interest capitalised (% per annum) MLR-1.5% -
Notes To Financial Statements
78
10. Other current assets
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
Notes 2008 2007 2008 2007
Prepaid expenses 92,282 1,520 1,155 1,261
Land deposits 30 25,421 - - -
Others 46,524 13,196 3,471 8,454
Total 164,227 14,716 4,626 9,715
11. Investments in subsidiaries and associates
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
At 1 January 50,951 66,418 349,462 392,684
Share of net profits (losses) of investments
- equity method 22,750 (9,890) - -
Disposals - - (116,541) (153,741)
Transfers from investment in an associate to investment in a subsidiary - (23,147) - -
Acquisitions 1,487 17,570 339,982 132,494
Allowance for impairment - - (7,995) (21,975)
Others (1,108) - - -
At 31 December 74,080 50,951 564,908 349,462
Notes To Financial Statements
79
Inve
stm
ents
in s
ubsi
diar
ies
and
asso
ciat
es a
s at
31
Dec
embe
r 200
8 an
d 20
07, a
nd d
ivid
end
inco
me
from
thos
e in
vest
men
ts fo
r the
yea
rs e
nded
31
Dec
embe
r 200
8 an
d 20
07 w
ere
as fo
llow
s:
(Uni
t : T
hous
and
Baht
)
Con
solid
ated
fina
ncia
l sta
tem
ents
(%)
Div
iden
d in
com
e
for t
he
Ow
ners
hip
inte
rest
Pa
id-u
p ca
pita
lC
ost m
etho
dEq
uity
met
hod
year
s en
ded
2008
2007
2008
2007
2008
2007
2008
2007
2008
2007
Asso
ciat
es
Exce
llent
Ene
rgy
Inte
rnat
iona
l
C
o., L
td.
31.8
131
.81
25,0
00
25,0
008,
337
6,85
04,
283
339
--
S.U
.N. M
anag
emen
t Co.
, Ltd
.29
.50
29.5
010
,000
10,
000
2,95
02,
950
--
--
Prin
vent
ures
Co.
, Ltd
.49
.00
49.0
010
0,00
010
0,00
049
,000
49,0
0057
,481
3
1,18
6-
-Sa
hasi
nwat
tana
Cog
ener
atio
n C
o., L
td.
20.0
020
.00
92,0
00
92,0
0018
,400
18,4
0010
,502
17
,471
--
Saha
sinw
atta
na B
ioen
ergy
Co.
, Ltd
.20
.00
20.0
010
,000
10,
000
2,00
02,
000
1,81
4
1,9
55-
-
Tota
l80
,687
79,2
0074
,080
50,9
51-
-
(Uni
t : T
hous
and
Baht
)
Sepa
rate
fina
ncia
l sta
tem
ents
(%)
Div
iden
d in
com
e
for t
heO
wne
rshi
p in
tere
st
Paid
-up
capi
tal
Cos
t met
hod
year
s en
ded
2008
2007
2008
2007
2008
2007
2008
2007
Subs
idia
ries
Thai
-Lys
aght
Co.
, Ltd
.10
0.00
100.
0013
7,50
02,
500
142,
494
7,50
029
,996
-
Forw
ard
Syst
em L
imite
d99
.99
99.9
95,
000
5,00
025
,200
25,2
00-
-
Uni
vent
ures
Con
sulti
ng C
o., L
td.
100.
0010
0.00
10,0
0010
,000
10,0
0010
,000
2,50
04,
000
Uni
vent
ures
Ass
et M
anag
emen
t C
o., L
td.
100.
0010
0.00
22,3
1022
,310
2,65
02,
650
15,6
1734
,580
Kinn
aree
Pro
perty
Fun
d 98
.88
98.8
85,
573
234,
904
25,4
3914
1,97
9-
-
ESC
O V
entu
res
Co.
, Ltd
.75
.00
75.0
027
,500
27,5
0021
,052
21,0
52-
-
Lertr
atta
karn
Co.
, Ltd
.10
0.00
100.
0010
0,00
010
0,00
010
0,00
010
0,00
0-
-
Gra
nd U
nity
Dev
elop
men
t C
o., L
td.
60.0
049
.00
380,
000
50,0
0022
9,80
026
,300
-5,
333
Notes To Financial Statements
80
(Uni
t : T
hous
and
Baht
)
Separatefinancialstatements
(%)
Div
iden
d in
com
e fo
r the
Ow
ners
hip
inte
rest
Pa
id-u
p ca
pita
lC
ost m
etho
dye
ars
ende
d
2008
2007
2008
2007
2008
2007
2008
2007
Asso
ciat
es
Exce
llent
Ene
rgy
Inte
rnat
iona
l Co.
, Ltd
.31
.81
31.8
125
,000
25,0
008,
337
6,85
0-
-
Prin
vent
ures
Co.
, Ltd
.49
.00
49.0
010
0,00
010
0,00
049
,000
49,0
00-
-
Tota
l61
3,97
239
0,53
148
,113
43,9
13
Less
Allo
wan
ce fo
r im
pairm
ent i
n va
lue
of in
vest
men
t in
subs
idia
ries
(45,
010)
(34,
558)
Al
low
ance
for
impa
irmen
t in
valu
e of
inve
stm
ent i
n as
soci
ates
(4,0
54)
(6,5
11)
Net
564,
908
349,
462
Notes To Financial Statements
81
The Group has not recognized losses relating to certain investments in associates accounted for using the equity method where its share of losses exceeds the carrying amount of those investments. As at 31 December 2008 and 2007, the Group’s cumulative share of unrecognized losses was Baht 24.54 million and Baht 26.65 million, respectively. The Group has no obligation in respect of these losses.
During 2008, the Company paid up an additional Baht 1.49 million in respect of its investment in the shares of Excellent Energy International Co., Ltd. and Grand Unity Development Co., Ltd. acquired 42,293 shares at various prices from the existing shareholders totalling Baht 0.47 million.
At the ordinary shareholders’ meeting held on 13 March 2008 and the extraordinary shareholders’ meeting held on 28 March 2008 of Grand Unity Development Co., Ltd., the shareholders passed the resolution to increase the subsidiary’s authorised share capital from Baht 50 million (5,000,000 ordinary shares at Baht 10 par value) to Baht 600 million (60,000,000 ordinary shares at Baht 10 par value) and to call up Baht 4.50 per shares, totalling 247.50 million of the increased share capital. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 9 April 2008. The Company paid for this increased share capital, totaling Baht 121.27 million (26,950,000 ordinary shares at the called up amount of Baht 4.50 per share). In addition, the Company purchased 6.60 million shares in Grand Unity Development Co., Ltd. from Univentures Asset Management Co., Ltd. for a total amount of Baht 32.73 million (550,000 shares at Baht 10 per share and 6,050,000 shares at Baht 4.50 per share).
At the board of directors’ meeting held on 14 October 2008 of Grand Unity Development Co., Ltd., the board of directors passed the resolution to call up Baht 1.50 per shares, totalling Baht 82.50 million. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 5 November 2008.
At the extraordinary shareholders’ meeting held on 20 November 2008 of Thai-Lysaght Co., Ltd., a subsidiary company, the shareholders passed the resolution to increase the authorised share capital from Baht 5 million (50,000 ordinary shares at Baht 100 par value) to Baht 140 million (1,400,000 ordinary shares at Baht 100 par value) by issue to the current shareholder according to their shareholding portion. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 28 November 2008.
Dividends paid by subsidiary companies
At the ordinary shareholders’ meeting held on 23 April 2008 of Thai-Lysaght Co.,Ltd, the shareholders approved the appropriation of dividend of Baht 600 per share, amounting to Baht 30 million.
At the extraordinary shareholders’ meeting held on 8 December 2008 of Univenture Consulting Co., Ltd, the shareholders approved the appropriation of dividend of Baht 2.5 per share, amounting to Baht 2.5 million.
At the ordinary shareholders’ meeting held on 8 December 2008 of Univenture Asset Management Co., Ltd, the shareholders approved the appropriation of dividend of Baht 7 per share, amounting to Baht 15.62 million.
12. Properties under development for lease
(Unit : Thousand Baht)
Consolidated financial statements
Notes 2008 2007
Leasehold 30 250,000 150,000
Commission and service fee 16,719 16,719
Other 79,538 4,638
Total 346,257 171,357
Notes To Financial Statements
82
13.
Pr
oper
ty, p
lant
and
equ
ipm
ent
(Uni
t : M
illion
Bah
t)
Con
solid
ated
fina
ncia
l sta
tem
ents
Land
Build
ing
and
othe
rco
nstru
tions
Mac
hine
ryan
deq
uipm
ent
Vehi
cles
Offic
efurniture
fixturesand
equi
pmen
tAs
sets
unde
r co
nstru
ctio
nTo
tal
Cos
t / re
valu
atio
n
At 1
Jan
uary
200
714
3.33
17.6
025
.72
19.6
127
.63
0.91
234.
80
Addi
tions
18.6
244
.51
0.31
-17
.60
5.00
86.0
4
Tran
sfer
s(1
4.87
)0.
72-
-1.
78(2
.50)
(14.
87)
Dis
posa
ls-
(4.9
3)-
-(0
.43)
-(5
.36)
Loss
on
impa
irmen
t(1
.96)
(9.3
2)-
--
-(1
1.28
)
At 3
1 D
ecem
ber 2
007
145.
1248
.58
26.0
319
.61
46.5
83.
4128
9.33
Addi
tions
-0.
8413
.90
1.18
10.5
18.
9235
.35
Surp
lus
on re
valu
atio
n9.
53-
--
--
9.53
Dis
posa
ls-
-(1
.72)
(6.6
8)(7
.58)
-(1
5.98
)
At 3
1 D
ecem
ber 2
008
154.
6549
.42
38.2
114
.11
49.5
112
.33
318.
23
Accu
mul
ated
dep
reci
atio
n
At 1
Jan
uary
200
7-
9.42
14.3
813
.37
18.1
1-
55.2
8
Dep
reci
atio
n ch
arge
for t
he y
ear
-8.
322.
473.
5315
.41
-29
.73
Dis
posa
ls-
(1.0
5)-
-(0
.29)
-(1
.34)
At 3
1 D
ecem
ber 2
007
-16
.69
16.8
516
.90
33.2
3-
83.6
7
Dep
reci
atio
n ch
arge
for t
he y
ear
-2.
233.
221.
665.
97-
13.0
8
Dis
posa
ls-
-(1
.36)
(6.5
1)(7
.22)
-(1
5.09
)
At 3
1 D
ecem
ber 2
008
-18
.92
18.7
112
.05
31.9
8-
81.6
6
Notes To Financial Statements
83
13.
Pr
oper
ty, p
lant
and
equ
ipm
ent
(Uni
t : M
illion
Bah
t)
Con
solid
ated
fina
ncia
l sta
tem
ents
Land
Build
ing
and
othe
rco
nstru
tions
Mac
hine
ryan
deq
uipm
ent
Vehi
cles
Offic
efurniture
fixturesand
equi
pmen
tAs
sets
unde
r co
nstru
ctio
nTo
tal
Cos
t / re
valu
atio
n
At 1
Jan
uary
200
714
3.33
17.6
025
.72
19.6
127
.63
0.91
234.
80
Addi
tions
18.6
244
.51
0.31
-17
.60
5.00
86.0
4
Tran
sfer
s(1
4.87
)0.
72-
-1.
78(2
.50)
(14.
87)
Dis
posa
ls-
(4.9
3)-
-(0
.43)
-(5
.36)
Loss
on
impa
irmen
t(1
.96)
(9.3
2)-
--
-(1
1.28
)
At 3
1 D
ecem
ber 2
007
145.
1248
.58
26.0
319
.61
46.5
83.
4128
9.33
Addi
tions
-0.
8413
.90
1.18
10.5
18.
9235
.35
Surp
lus
on re
valu
atio
n9.
53-
--
--
9.53
Dis
posa
ls-
-(1
.72)
(6.6
8)(7
.58)
-(1
5.98
)
At 3
1 D
ecem
ber 2
008
154.
6549
.42
38.2
114
.11
49.5
112
.33
318.
23
Accu
mul
ated
dep
reci
atio
n
At 1
Jan
uary
200
7-
9.42
14.3
813
.37
18.1
1-
55.2
8
Dep
reci
atio
n ch
arge
for t
he y
ear
-8.
322.
473.
5315
.41
-29
.73
Dis
posa
ls-
(1.0
5)-
-(0
.29)
-(1
.34)
At 3
1 D
ecem
ber 2
007
-16
.69
16.8
516
.90
33.2
3-
83.6
7
Dep
reci
atio
n ch
arge
for t
he y
ear
-2.
233.
221.
665.
97-
13.0
8
Dis
posa
ls-
-(1
.36)
(6.5
1)(7
.22)
-(1
5.09
)
At 3
1 D
ecem
ber 2
008
-18
.92
18.7
112
.05
31.9
8-
81.6
6
(Uni
t : M
illion
Bah
t)
Consolidatedfinancialstatements
Build
ing
and
Mac
hine
ryOffic
efurniture
othe
ran
dfixturesand
Asse
ts un
der
Land
cons
truct
ions
equi
pmen
tVe
hicl
eseq
uipm
ent
cons
truct
ion
Tota
l
Net
boo
k va
lue
Ow
ned
asse
ts14
5.12
31.8
99.
182.
3113
.35
3.41
205.
26As
sets
und
er fin
ance
leas
es-
--
0.40
--
0.40
Tota
l at 3
1 D
ecem
ber 2
007
145.
1231
.89
9.18
2.71
13.3
53.
4120
5.66
Ow
ned
asse
ts15
4.65
30.5
019
.50
1.78
17.5
312
.33
236.
29As
sets
und
er fin
ance
leas
es-
--
0.28
--
0.28
Tota
l at 3
1 D
ecem
ber 2
008
154.
6530
.50
19.5
02.
0617
.53
12.3
323
6.57
The
gro
ss a
mou
nt o
f the
Gro
up’s
fully
dep
reci
ated
pro
perty
, pla
nt a
nd e
quip
men
t tha
t was
stil
l in
use
as a
t 31
Dec
embe
r 200
8 am
ount
ed to
Bah
t 40
milli
on (2
007:
Bah
28 m
illion
).
(Uni
t : M
illion
Bah
t)
Separatefinancialstatements
Build
ing
and
Mac
hine
ryOffic
efurniture
othe
ran
dfixturesand
Asse
ts un
der
Land
cons
truct
ions
equi
pmen
tVe
hicl
eseq
uipm
ent
cons
truct
ion
Tota
lC
ost /
reva
luat
ion
At 1
Jan
uary
200
710
7.87
11.9
714
.04
11.5
021
.52
-16
6.90
Addi
tions
-1.
120.
31-
0.56
1.54
3.53
Dis
posa
ls-
--
-(0
.05)
-(0
.05)
At 3
1 D
ecem
ber 2
007
107.
8713
.09
14.3
511
.50
22.0
31.
5417
0.38
Addi
tions
-0.
7610
.17
-7.
894.
3823
.20
Surp
lus
on re
valu
atio
n7.
17-
--
--
7.17
Dis
posa
ls-
-(0
.87)
(1.2
8)(5
.93)
-(8
.08)
At 3
1 D
ecem
ber 2
008
115.
0413
.85
23.6
510
.22
23.9
95.
9219
2.67
Notes To Financial Statements
84
(Uni
t : M
illion
Bah
t)
Separatefinancialstatements
Build
ing
and
Mac
hine
ryOffic
efurniture
othe
ran
dfixturesand
Asse
ts un
der
Land
cons
truct
ions
equi
pmen
tVe
hicl
eseq
uipm
ent
cons
truct
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l
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mul
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n
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200
7-
6.84
10.3
27.
4014
.08
-38
.64
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n ch
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-0.
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-7.
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-0.
561.
431.
173.
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6.22
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-(0
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-(7
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008
-7.
8412
.20
9.34
13.7
6-
43.1
4
(Uni
t : M
illion
Bah
t)
Separatefinancialstatements
Build
ing
and
Mac
hine
ryOffic
efurniture
othe
ran
dfixturesand
Asse
ts un
der
Land
cons
truct
ions
equi
pmen
tVe
hicl
eseq
uipm
ent
cons
truct
ion
Tota
l
Ow
ned
asse
ts10
7.87
5.81
2.78
1.65
5.65
1.54
125.
30As
sets
und
er fin
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leas
es-
--
0.40
--
0.40
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l at 3
1 D
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107.
875.
812.
782.
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651.
5412
5.70
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asse
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5.04
6.01
11.4
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6010
.23
5.92
149.
25As
sets
und
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leas
es-
--
0.28
--
0.28
Tota
l at 3
1 D
ecem
ber 2
008
115.
046.
0111
.45
0.88
10.2
35.
9214
9.53
The
gros
s am
ount
of t
he C
ompa
ny’s
fully
dep
reci
ated
pro
perty
, pla
nt a
nd e
quip
men
t tha
t was
stil
l in
use
as a
t 31
Dec
embe
r 200
8 am
ount
ed to
Bah
t 27
milli
on (2
007:
Bah
t 22
milli
on).
Notes To Financial Statements
85
(Uni
t : M
illion
Bah
t)
Separatefinancialstatements
Build
ing
and
Mac
hine
ryOffic
efurniture
othe
ran
dfixturesand
Asse
ts un
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Land
cons
truct
ions
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ent
cons
truct
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Tota
l
Accu
mul
ated
dep
reci
atio
n
At 1
Jan
uary
200
7-
6.84
10.3
27.
4014
.08
-38
.64
Dep
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n ch
arge
for t
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ear
-0.
441.
252.
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32-
6.06
Dis
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ls-
--
-(0
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-(0
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1 D
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007
-7.
2811
.57
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44.6
8
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n ch
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-0.
561.
431.
173.
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6.22
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.68)
-(7
.76)
At 3
1 D
ecem
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008
-7.
8412
.20
9.34
13.7
6-
43.1
4
(Uni
t : M
illion
Bah
t)
Separatefinancialstatements
Build
ing
and
Mac
hine
ryOffic
efurniture
othe
ran
dfixturesand
Asse
ts un
der
Land
cons
truct
ions
equi
pmen
tVe
hicl
eseq
uipm
ent
cons
truct
ion
Tota
l
Ow
ned
asse
ts10
7.87
5.81
2.78
1.65
5.65
1.54
125.
30As
sets
und
er fin
ance
leas
es-
--
0.40
--
0.40
Tota
l at 3
1 D
ecem
ber 2
007
107.
875.
812.
782.
055.
651.
5412
5.70
Ow
ned
asse
ts11
5.04
6.01
11.4
50.
6010
.23
5.92
149.
25As
sets
und
er fin
ance
leas
es-
--
0.28
--
0.28
Tota
l at 3
1 D
ecem
ber 2
008
115.
046.
0111
.45
0.88
10.2
35.
9214
9.53
The
gros
s am
ount
of t
he C
ompa
ny’s
fully
dep
reci
ated
pro
perty
, pla
nt a
nd e
quip
men
t tha
t was
stil
l in
use
as a
t 31
Dec
embe
r 200
8 am
ount
ed to
Bah
t 27
milli
on (2
007:
Bah
t 22
milli
on).
The Company has mortgaged land with structures thereon with a total net book value as at 31 December 2008 of Baht 121 million (2007: Baht 113 million) as collateral for bank overdrafts and short-term loans.
Revaluation of assets
During 2008, the Company and subsidiaries recorded their land at appraised values by applying the market approach as specified in appraisal reports on 10 September 2008 obtained from an independent qualified appraiser. The appraised values amounted to Baht 114.72 million for the Company and Baht 37.82 million for the subsidiary.
The additional revaluation increment on appraised value over cost of land was recorded in the “Revaluation surplus” account presented under Shareholders’ Equity in the balance sheet. The amount totalled Baht 110.26 million in the separate financial statements and Baht 147.57 million in the consolidated financial statements.
14. Intangible assets
(Unit : Thousand Baht)
Consolidated financial statements
Software licences
Separate financial statements
Software licences
Cost
At 1 January 2007 - -At 1 January 2008 - -Additions 3,162 3,162 Transfers 1,811 -At 31 December 2008 4,973 3,162
Accumulated amortisation
At 1 January 2007 - -At 1 January 2008 - -Amortisation charge for the year 426 69Transfers 1,112 -At 31 December 2008 1,538 69
Net book value
At 31 December 2007 - -At 31 December 2008 3,435 3,093
Notes To Financial Statements
86
15. Interest-bearing liabilities
(Unit : thousand Baht)
Consolidated financial statements
Separate financial statements
Notes 2008 2007 2008 2007
Current
Trust receipt - 1,210 - -
secured
Short-term loans from related parties 4 8,850 32,850 - -
unsecured
Current portion of finance lease 57 137 57 137
liabilities 8,907 34,197 57 137
Non-current
Long-term loan from financial
institution secured
90,000 - - -
Finance lease liabilities - 57 - 57
90,000 57 - 57
Total 98,907 34,254 57 194
The periods to maturity of interest-bearing liabilities, excluding finance lease liabilities, as at 31 December were as follows:
(Unit : thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Within one year 8,850 34,060 - -
After one year but within five years 90,000 - - -
Total 98,850 34,060 - -
Secured interest-bearing liabilities as at 31 December were secured on the following assets:
(in thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Property, plant and equipment 240,977 107,867 115,037 107,867
As at 31 December 2008 the Group and the Company had unutilised credit facilities totalling Baht 481.9 million and Baht 228.08 million, respectively.
Notes To Financial Statements
87
Finance lease liabilities
Finance lease liabilities as at 31 December were payable as follows:
(Unit : thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Within one year 57 137 57 137
After one year but within five years - 57 - 57
Total 57 194 57 194
Interest-bearing liabilities of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.
16 Other current liabilities(Unit : thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Accrued operating expenses 7,213 4,900 2,321 2,245Deposits and advances received 21,928 - 2 -Other payable - 109,000 - -Others 18,148 9,131 4,317 1,646Total 47,289 123,031 6,640 3,891
In 2007, a subsidiary entered into a land lease agreement and land utility permission agreement with a landlord, for project development, in order to construct a building to operate a hotel and/or serviced apartment and/or partially as department store. The subsidiary has to comply with the rules and conditions stated in the agreement, including commitments to pay an up-front fee of Baht 436.5 million. In 2007, the subsidiary paid an up-front fee of Baht 50 million and has accrued the remaining 3rd Installment of the fee amounting to Baht 100 million at the balance sheet date, which is presented in other payable.
17 Share capital(Baht) (thousand shares / thousand Baht)
Par value per share
2008 2007
Number Amount Number Amount
AuthorisedAt 1 January
ordinary shares 1 944,528 944,528 944,528 944,528At 31 December
ordinary shares 1 944,528 944,528 944,528 944,528
Issued and paid upAt 1 January
ordinary shares 1 762,268 762,268 530,456 530,456Issue of new ordinary shares 1 2,499 2,499 231,812 231,812At 31 December
ordinary shares 1 764,767 764,767 762,268 762,268
Notes To Financial Statements
88
In December 2007, 998,860 ordinary shares were allocated to support the exercise of warrants (ESOP-W2, ESOP-W3). The Company received net cash from subscription to shares of Baht 1 million and registered the increase in share capital as a result of warrant exercise with the Ministry of Commerce on 9 January 2008 by Baht 1 million to Baht 763.27 million (763.27 million ordinary shares with a par value of Baht 1 each).
In April 2008, 917,146 ordinary shares were allocated to support the exercise of the warrants (UV-W1, ESOP-W3). The Company received net cash from subscription to shares of 2.15 million and registered the increase in share capital as a result of warrant exercise with the Ministry of Commerce on 10 April 2008 by Baht 0.91 million to Baht 764.18 million (764.18 million ordinary shares with a par value of Baht 1 each).
In July 2008, 582,700 ordinary shares were allocated to support the exercise of warrants (UV-W1, ESOP-W3). The Company received net cash from subscription to shares of Baht 0.58 million and registered the increase in share capital as a result of warrant exercise with the Ministry of Commerce on 11 July 2008 by Baht 0.58 million to Baht 764.76 million (764.76 million ordinary shares with a par value of Baht 1 each).
18 Reserves
Fair value changes and revaluation surpluses
Fair value changes and revaluation surpluses recognised in equity relate to cumulative net changes in surpluses arising from the revaluations and net changes of the fair value of available-for-sale investments until there is selling of the investment.
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 Section 116 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
19 Warrants
The Company has granted warrants to the Company’s existing shareholders (UV-W1), to certain employees of the Company and its subsidiaries (ESOP-W2) and to directors and employees and/or advisors of the Company and its subsidiaries (ESOP-W3), without specifying the offer price. A summary of the warrants activity was as follows :
Notes To Financial Statements
89
Presenfed below is a Summary of warrant acfivity : (in thousand units)
UV-W1 ESOP-W2 ESOP-W3
Number of warrants issued 174,273 13,500 12,255
Exercised during 2003 to 2007 (3,727) (12,927) (9,972)
At 31 December 2007 170,546 573 2,283
Exercised during 2008 (845) (573) (49)
At 31 December 2008 169,701 - 2,234
20 Segment information
Segment information is presented in respect of the Group’s business and geographic segments. The primary format, business segments, is based on the Group’s management and internal reporting structure.
Business segments
The Group comprises the following main business segments :
Segment 1 Investments in property development businessesSegment 2 Manufacture and sales of zinc oxide and chemicals
Geographic segments
Management considers that the Group operates mainly in carried on in Thailand, and has, therefore, only one major geographicsegment.
Revenue and results, based on business segments, in the consolidated financial statements for the years ended 31 December 2008 and 2007 were as follows:
UV-W1 ESOP-W ESOP-W3
Approved by Extraordinary General Meeting
No.1/2002
Extraordinary General Meeting
No.1/2002
Extraordinary General Meeting
No.1/2003Date of original grant 20 February 2003 19 December 2003 19 December 2003No. of warrants granted (units) 17,427,299 13,500,000 12,255,500Life of warrants (years) 7 5 5
UV-W1 ESOP-W ESOP-W3
ExercisableFinal exercise date
Quarterly19 February 2010
Semi-annually30 June 2008
Quarterly30 September 2008
Exercise price per 1 ordinary share (Baht) 25 1 1
Exercise ratio (warrants to ordinary shares) 1 : 1 1 : 1 1 : 1
Changes in no. of warrants, exercise price or
exercise ratio :
- No. of warrants (outstanding warrants) 174,162,990 No change No change
(units)
- Exercise price per 1 ordinary shares (Baht)* 2.406 No change No change
- Exercise ratio* 1 : 1.03899 No change No change
*Effective as from exercise date in December 2003
Notes To Financial Statements
90
(Unit : thousand Baht)
Segment 1 Segment 2 Others Eliminations Total
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
Revenue 64,756 97,078 1,054,248 1,324,851 32,941 39,108 (14,985) (2,737) 1,136,960 1,458,300
Grossprofit 12,130 16,543 109,348 155,790 15,445 18,715 3,195 1,560 140,118 192,608
Interest income 43,064 43,160
Other income 36,600 45,737
Share of gains (losses) from investments accounted for using equity method 22,750 (9,890)
Selling and administrative expenses
(164,455) (113,182)
Interest expense (781) (2,008)
Tax expense (31,062) (54,474)
Minority interest 15,596 (1,005)
NetProfit 61,830 100,946
(Unit : thousand Baht)
Segment 1 Segment 2 Others Eliminations Total
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007Property plant and equipment 27,017 28,542 199,955 173,186 9,602 3,927 - - 236,574 205,655
Accounts receivable 4,664 - 118,218 211,981 4,944 4,936 (128) (875) 127,698 216,042
Inventories - - 142,333 135,817 9,598 5,590 - - 151,931 141,407
Properties under development 209,678 56,421 - - - - - - 209,678 56,421
Unallocated assets 1,725,097 1,539,974
Total Assets 2,450,978 2,159,499
21 Other income
(Unit : thousand Baht)
Consolidatedfinancial statements
Separate
financial statements
2008 2007 2008 2007
Dividend 4,459 7,852 48,113 43,913
Service and Consulting fee 2,628 14,170 32,459 3,780
Gain (loss) from exchange rate 3,224 (414) 3,872 (195)
Others 26,289 24,129 6,712 20,325
Total 36,600 45,737 91,156 67,823
Notes To Financial Statements
91
22 Selling and administrative expenses
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Marketing 21,822 6,839 14,036 17,782
Personnel 69,935 41,068 51,449 26,028
Others 72,698 65,275 28,827 26,443
Total 164,455 113,182 94,312 70,253
23 Personnel expenses
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Wages and salaries 63,133 36,768 47,304 23,912
Contribution to defined contribution plans 2,597 1,989 1,964 1,283
Others 4,205 2,311 2,181 832
Total 69,935 41,068 51,449 26,027
The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 5% to 10% of their basic salaries and by the Group at rates ranging from 5% to 10% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by licensed Fund Managers.
24 Interest expense
(Unit : Thousand Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Interest paid to financial institution 1,559 2,007 22 1,181
Capitalised as cost of properties
under development (778) - - -
Net 781 2,007 22 1,181
Notes To Financial Statements
92
25 Income tax expense
Income tax reduction
Royal Decree No. 387 B.E. 2544 dated 5 September 2001 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the five consecutive accounting periods beginning on or after enactment. Listed companies that received income tax reduction under this Royal Decree are also eligible to continue the period of tax reduction under Royal Decree No. 475 but not beyond the 2010 accounting period ending on or after 31 December 2010.
The current tax expense in the consolidated and separate statements of income is different from the amount determined by applying the Thai corporation tax rate to the accounting profit for the year principally because:
(a) unutilised tax losses brought forward from the previous year have been utilised during the year to set-off against the current year’s tax charge.
(b) the different treatment for accounting and taxation purposes of certain items of income and expense, in particular, dividend income from related parties, loss from devaluation of goods and loss on impairment in value of investments.
26 Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the years ended 31 December 2008 and 2007 was based on the profit for the year attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the year
as follows:
(in thousand Baht / thousand Share)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
ProfitattributabletoequityholdersoftheCompany(basic) 61,830 109,207 109,207 122,360
Number of ordinary shares outstanding at 1 January 762,268 533,654 762,268 533,654
Effect of shares issued during the year 1,926 107,046 1,926 107,046
Weighted average number of ordinary
shares (basic) 764,194 640,700 764,194 640,700
Earnings per share (basic) (in Baht) 0.08 0.16 0.14 0.19
Notes To Financial Statements
93
(in thousand Baht / thousand Share)
Consolidated financial statements
Separate financial statements
Profitattributabletoequityholdersofthe 2008 2007 2008 2007
Company (diluted) 61,830 100,945 109,207 122,360
Weighted average number of ordinary
shares (basic) 764,194 640,700 764,194 640,700
Effect of shares options on issue
UV-W1 14,927 10,158 14,927 10,158
ESOP-W2 - 1,427 - 1,427
ESOP-W3 1,384 2,456 1,384 2,456
Weighted average number of ordinary
shares (diluted) 780,505 654,741 780,505 654,741
Earnings per share (diluted) (in Baht) 0.08 0.15 0.14 0.19
27 Dividend
At the ordinary shareholders’ meeting held on 23 April 2008 of the Company, the shareholders approved the appropriation of dividends of Baht 0.10 per share, amounting to Baht 76.33 million.
28 Changes in accounting policy
The following change of accounting policy by the Group has no effect on the separate financial statements of the Company.
Until 31 December 2007, the Group accounted for goodwill arising from a business combination at cost less accumulated amortisation and impairment losses. Amortisation was charged to the statement of income over the estimated useful life of 10 years.
During 2007, the Federation of Accounting Professions issued Thai Accounting Standard (TAS) 43 (revised 2007) “Business Combinations” which is effective for annual accounting periods beginning on or after 1 January 2008. TAS 43 (revised 2007) requires that the acquirer shall, at the acquisition date, recognise goodwill acquired in a business combination as an asset at cost. After initial recognition, goodwill shall be measured at cost less any accumulated impairment losses.
The Group has, accordingly, changed its accounting policy for goodwill prospectively from 1 January 2008. The effect of the change in accounting policy on the Group’s consolidated financial statements for the year ended 31 December 2008 is to reduce the charge to the statement of income resulting from the amortisation of goodwill that would have been recognised under the previous accounting policy by approximately Baht 0.68 million, with a corresponding increase in reported profit for the year.
Diluted earnings per share
The calculation of diluted earnings per share for the years ended 31 December 2008 and 2007 was based on the profit for the year attributable to equity holders of the company and the weighted average number of ordinary shares outstanding during each year after adjusting for the effects of all dilutive ordinary share as follows:
Notes To Financial Statements
94
29 Financial instruments
Financial risk management policies
The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes.
Interest rate risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings. The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates.
The effective interest rates of debt securities and loans receivable as at 31 December and the periods in which the loans receivable and debt securities mature or re-price were as follows:
(% per annum) (Unit : Thousand Baht)
Consolidated financial statements
Effective interest rate
Within1 year
After 1 year but within 5 years
After5 years Total
2008Current
Loans receivable - Related parties 9, MLR+2 155,041 - - 155,041
Non-current
Loans receivable - Other parties 4.25 - 108 - 108
Total 155,041 108 - 155,149
2007
Current
Loans receivable - Related parties 9, MLR+2 296,595 - - 296,595
Non-current
Loans receivable - Other parties 4.25 - 184 - 184
Total 296,595 184 - 296,779
Notes To Financial Statements
95
The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows:
(% per annum) (Unit : Thousand Baht)
Consolidated financial statements
Effective interest rate
Within After 1 year but After
1 year within 5 years 5 years Total2008
Current
Loans payable - Related parties 1.5 8,850 - - 8,850
Liabilities under hire purchase
agreement within 1 year 57 - - 57
Non-current
Loans payable - Financial institution MLR-1.5 - 90,000 - 90,000
Total 8,907 90,000 - 98,907
2007
Current
Account payable – Trust Receipt 1,210 - - 1,210
Loans payable - Related parties 1.5, 9 32,850 - - 32,850
Liabilities under hire purchase
agreement within 1 year 137 - - 137
Non-current
Liabilities under hire purchase agreement - 57 - 57
Total 34,197 57 - 34,254
(% per annum) (Unit : Thousand Baht)
Separate financial statements
Effectiveinterest rate
Within1 year
After 1 year but within5 years
After5 years Total
2008
Current
Liabilities under hire purchase 57 - - 57
agreement within 1 year
Total 57 - - 57
2007
Current
Liabilities under hire purchase
agreement within 1 year 137 - - 137
Non - current
Liabilities under hire purchase agreement - 57 - 57
Total 137 57 - 194
Notes To Financial Statements
96
Foreign currency risk
The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the balance sheet date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period.
At 31 December, the Group and the Company were exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies:
(Unit : Thousand USD)
Consolidated financial statements
Separate financial statements
United States Dollars 2008 2007 2008 2007
Trade accounts receivable 97 488 97 488
Forward exchange contract - Trade accounts payable 330 212 - 2
Forward exchange contract - Trade accounts receivable - 525 - 525
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s customer base, Management does not anticipate material losses from its debt collection.
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
Fair values
The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.
Since the majority of the Company’s and subsidiaries’ financial assets are short-term and the loans carry interest at rates close to current market rate, the management believes that the fair values of the Company’s and subsidiaries’ financial assets and do not materially differ from their carrying values.
The fair value of trade and other short-term receivables is taken to approximate the carrying value.
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the balance sheet date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).
Notes To Financial Statements
97
30 Commitments with non-related parties
(Unit : Baht)
Consolidated financial statements
Separate financial statements
2008 2007 2008 2007
Operating lease commitments
Within one year 4,821 3,189 2,592 1,492
After one year but within five years 52,884 34,652 3,568 1,166
After five years 904,900 917,200 - -
Total 962,605 955,041 6,160 2,658
Other commitments
Purchase forward contracts - 17,759 - 17,759
Sale forward contracts 11,550 6,988 - 52
Bank guarantees 37,965 2,982 - 114
Service agreements 7,402 3,841 6,160 2,746
Sale and purchases agreement for land 111,686 - - -
Agreements for office building and hotel
development project 2,600 - - -
Architecture design agreement 1,430 - - -
Other agreements 1,466 - - -
Total 174,099 31,570 6,160 20,671
Notes To Financial Statements
98
Significant agreements with non-related parties were as follows:
Land lease agreement
A subsidiary entered into a land lease agreement and land utility permission agreement with a landlord, for project development, in order to construct a building to operate a hotel and/or serviced apartment and/or partially as department store. The construction period will be 4 years and the lease term is 30 years, commencing on 6 September 2011. The subsidiary has to comply with the rules and conditions stated in the agreement, including the responsibility to demolish existing construction on the leased land. In addition, the subsidiary paid an up-front fee of Baht 250 million and has commitments to make the payment of the remaining up-front fees of Baht 186.5 million in year 2009 and annual lease payments totalling Baht 950 million, which will be payable as follows:
(Unit : Million Baht)
Lease term Lease payment
Year 1 to 5 123.0
Year 6 to 10 135.3
Year 11 to 15 148.8
Year 16 to 20 163.7
Year 21 to 25 180.1
Year 26 to 29 158.5
Year 30 40.6
Total lease payments 950.0
Office rental and service agreements
The Company and its subsidiaries entered into office rental and service agreements with a company as follow :
(Unit : Baht)
Lease term Rental fee per month Service fee per month
1 September 2005 - 31 August 2008 176,142 147,736
1 September 2007 - 31 August 2010 21,168 21,168
1 December 2007 - 30 November 2010 50,698 50,698
1 March 2008 - 30 November 2010 32,853 32,853
1 August 2008 - 31 July 2011 29,706 29,706
1 September 2008 - 31 August 2011 185,074 185,074
Sales and Purchase agreement for land
In February 2008, a subsidiary entered into a sales and purchases agreement with third parties for land for a development project in the amount of Baht 127.11 million. The subsidiary paid land deposit of Baht 25.42 million and the remaining amount will be paid when ownership of the land has been transferred.
Office building and hotel development project agreements
During 2008, a subsidiary entered into a construction consulting service agreement and architecture design agreement for office building and hotel development project with various companies which have total value of approximately Baht 248.84 million. As at
Notes To Financial Statements
99
31 December 2008, the subsidiary has a remaining commitment of Baht 131.39 million in respect of these agreements.
Power usage efficiency development project agreements
During 2008, a subsidiary entered into design and machine installation agreements for a power usage efficiency development project with various companies which have total value of Baht 6.22 million. As at 31 December 2008, the subsidiary has a remaining commitment of Baht 4.13 million in respect of these agreements.
31 Contingent liabilities
A subsidiary has been sued by an individual requesting the subsidiary to demolish construction and other obstructions on the servitude land and claiming compensation of Baht 100,000 per month, from the date of the lawsuit, 3 August 2007, until the subsidiary demolishes the construction and other obstructions on the land. Since 3 November 2007, the subsidiary has provided access to the plaintiff. Up to the present, the case has been adjudicated by the court of the first instance and the subsidiary is in the process of appeal.
32 Events after the balance sheet date
At the board of directors’ meeting held on 26 February 2009 of the Company, the board of directors passed the resolution to propose the payment of dividends of Baht 0.05 per share, amounting to Baht 38.24 million, to the Annual General Meeting of the Shareholders for approval. The dividends payment will be made on 30 April 2009.
33 Thai Accounting Standards (TAS) not yet adopted
The Group has not adopted the following revised TAS that have been issued as of the balance sheet date but are not yet effective. These revised TAS will become effective for financial periods beginning on or after 1 January 2009.
TAS 36 (revised 2007) Impairment of Assets
TAS 54 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations
The adoption and initial application of these revised TAS is not expected to have any material impact on the consolidated and separate financial statements.
34 Reclassificationofaccounts
Accrued interest from related parties was presented in other receivable from and short-term loans to related parties. The cash flows statement was classified according to TAS 25 (revised 2007) Cash Flows Statements
Notes To Financial Statements
100
Corporate Social Responsibilities
The Company has realized for the social responsibilities especially for the quality development of the young people. The knowledge of the young people is the foundation that can build the growth of the country permanently. For the year 2008, the Company encouraged the activities for development of the capabilities of the young people in education by donating the money and giving the teaching aid for the communities, school and foundation as follows:
- Donate for education and give a lunch to the children at Ban Kru Noi (Kru Nuannoi Timkul) - Donate the computers to The Mirror Foundation - Give the gifts on Children’s Day to Sampan Foundation - Donate for education to Thanyaburi School, Pathumtani Province.
101
Other Information
Univentures Public Company Limited
Symbol UV
Nature of Business Property development and Investment business
Website www.univentures.co.th
Registration No. 0107537001030
Office Factory : 2 Soi Phaholyothin 90 Phaholyothin Road Prachathipat
Thanyaburi Pathumthani 12130
Tel : 0 2100 7111
Fax : 0 2998 9144
Head Office : 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7100
Fax : 0 2255 9418
Registered Capital 944,528,490 Shares
Paid Up Capital 764,766,980 Shares
Par Value 1 Baht
Paid Up Capital 764,766,980 Baht (As at 31 December 2008)
Other References
Auditor Mr. Nirand Lilamethwat
Certified Public Accountant Registration No. 2316
KPMG Phoomchai Audit Ltd.
50th – 51th Floors
199 South Sathorn Road Bangkok 10120, Thailand
Tel : 66 (2) 677 2000
Fax : 66 (2) 677 2222
Securities Registrar Thailand Securities Depository Company Limited
The Stock Exchange of Thailand
62 Ratchadaphisek Road, Klongtoei, Bangkok 10110
Tel : 66 (2) 229 2800
Fax : 66 (2) 359 1259
102
Thai – Lysaght Company Limited
Symbol TL
Nature of Business Sales of Zinc Oxide of Univentures and other Chemical
Website www.univentures.co.th
Registration No. 0105515006258
Head Office 3 Soi Phaholyothin 90 Phaholyothin Road Prachathipat
Thanyaburi Pathumthani 12130
Tel : 0 2100 7111
Fax : 0 2998 9840
Registered Capital 1,400,000 Shares
Paid Up Capital 1,375,000 Shares
Par Value 100 Baht
Paid Up Capital 137,500,000 Baht
Percent of Investment 100 %
Lertrattakarn Company Limited
Symbol LRK
Nature of Busines Property development and Investment business
Website www.univentures.co.th
Registration No. 0105550094052
Head Office 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7100
Fax : 0 2255 9417
Registered Capital 10,000,000 Shares
Paid Up Capital 10,000,000 Shares
Par Value 10 Baht
Paid Up Capital 100,000,000 Baht
Percent of Investment 100 %
General Information Of The Subsidiaries And Associated Companies
103
General Information Of The Subsidiaries And Associated Companies
Grand Unity Development Company Limited
Symbol Grand U
Nature of Business Property development business
Website www.grandunity.com
Registration No. 0105544087228
Head Office 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7171
Fax : 0 2253 3263
Registered Capital 60,000,000 Shares
Paid Up Capital 38,000,000 Shares
Par Value 10 Baht
Paid Up Capital 380,000,000 Baht
Percent of Investment 60 %
Grand U Living Company Limited
Symbol Grand U Living
Nature of Business Property development business
Website www.grandunity.com
Registration No. 0105533024696
Head Office 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Te : 0 2100 7171
Fax : 0 2253 3263
Registered Capital 24,404,940 Shares
Paid Up Capital 24,404,940 Shares
Par Value 10 Baht
Paid Up Capital 244,049,400 Baht
Percent of Investment 99.98 %
General Information Of The Subsidiaries And Associated Companies
104
Prinventures Company Limited
Symbol PV
Nature of Business Property development business (long-term lease of commercial building)
Website www.prinsiri.com
Registration No. 0105548055398
Head Office 123 SUN Tower, 12th Floor, Building A, Vibhavadi-Rangsit Road,
Chatuchak, Bangkok 10900
Tel : 0 2617 6900 – 9
Fax : 0 2671 6910 – 11
Registered Capital 10,000,000 Shares
Paid Up Capital 10,000,000 Shares
Par Value 10 Baht
Paid Up Capital 100,000,000 Baht
Percent of Investment 49 %
Kinnaree Property Fund
Symbol KRF
Nature of Business Property fund
Website -
Registration No. 11/2542
Head Office 989 Siam Tower, 24th Floor, Rama I Road, Pathumwan Bangkok 10330
Tel : 0 2659 8847
Fax : 0 2659 8864
Registered Capital 288,000.84 Shares
Paid Up Capital 288,000.84 Shares
Par Value 10 Baht
Paid Up Capital 2,880,010.84 Baht
Percent of Investment 99.13 %
General Information Of The Subsidiaries And Associated Companies
105
Univentures Asset Management Company Limited
Symbol UVAM
Nature of Business Investment and Management Consulting
Website www.univentures.co.th
Registration No. 0105541027224
Head Office 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7100
Fax : 0 2255 9417
Registered Capital 2,231,000 Shares
Paid Up Capital 2,231,000 Shares
Par Value 10 Baht
Paid Up Capital 22,310,000 Baht
Percent of Investment 100 %
S.U.N. Management Company Limited *
Symbol SUN
Nature of Business Property development business (long-term lease of commercial building) Website www.sansiri.com
Registration No. 10454501645
Head Office 475 Siripinyo Building, Sri Ayutthaya Road, Rajthevi, Bangkok 10400
Tel : 0 2201 3905
Fax : 0 2201 3604
Registered Capital 1,000,000 Shares
Paid Up Capital 1,000,000 Shares
Par Value 10 Baht
Paid Up Capital 10,000,000 Baht
Percent of Investment 29.50 %
Remarks : * Indirectly held through Univentures Asset Management Company Limited
General Information Of The Subsidiaries And Associated Companies General Information Of The Subsidiaries And Associated Companies
106
ESCO Ventures Company Limited
Symbol EV
Nature of Business Investment in energy services business
Website www.univentures.co.th
Registration No. 0105548154680
Head Office 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7100
Fax : 0 2255 9417
Registered Capital 5,000,000 Shares
Paid Up Capital 2,750,000 Shares
Par Value 10 Baht
Paid Up Capital 27,500,000 Baht
Percent of Investment 75 %
Sahasin Wattana Cogeneration Company Limited **
Symbol SSC
Nature of Business Generation of energy to Industry and Commercial
Website -
Registration No. 0105548101268
Head Office 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road, Rajthevi, Bangkok 10400
Tel : 0 2201 3466 - 7
Fax : 0 2201 3465
Registered Capital 9,200,000 Shares
Paid Up Capital 9,200,000 Shares
Par Value 10 Baht
Paid Up Capital 92,000,000 Baht
Percent of Investment 20 %
Remarks : ** indirectly held through ESCO Ventures Company Limited
General Information Of The Subsidiaries And Associated Companies
107
Sahasin Wattana Bioenergy Company Limited **
Symbol SSB
Nature of Business Generation of energy to Industry and Commercial
Website -
Registration No. 0105550089211
Head Office 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road, Rajthevi, Bangkok 10400
Tel : 0 2201 3466 - 7
Fax : 0 2201 3465
Registered Capital 1,000,000 Shares
Paid Up Capital 1,000,000 Shares
Par Value 10 Baht
Paid Up Capital 10,000,000 Baht
Percent of Investment 20 %
Remarks : ** indirectly held through ESCO Ventures Company Limited Univentures Consulting Company Limited
Excellent Energy International Company Limited
Symbol EEI
Nature of Business Engineering, Energy management and energy conservation consultancy
Website www.eei.co.th
Registration No. 0105542011771
Head Office 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road, Rajthevi, Bangkok 10400
Tel : 0 2201 3466 - 7
Fax : 0 2201 3465
Registered Capital 2,050,000 Shares
Paid Up Capital 2,050,000 Shares
Par Value 10 Baht
Paid Up Capital 20,500,000 Baht
Percent of Investment 31.81%
General Information Of The Subsidiaries And Associated Companies General Information Of The Subsidiaries And Associated Companies
108
Univentures Consulting Company Limited
Symbol UVC
Nature of Business Finance and Investment Consulting
Website www.univentures.co.th
Registration No. 0105543041526
Head Office 888/210-212 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7100
Fax : 0 2255 9417
Registered Capital 1,000,000 Shares
Paid Up Capital 1,000,000 Shares
Par Value 10 Baht
Paid Up Capital 10,000,000 Baht
Percent of Investment 100 %
Forward System Limited
Symbol FS
Nature of Business Sales of time recording and car parking control equipments
Website www.forwardsystem.co.th
Registration No. 0105539131397
Head Office 888/221-222 Mahatun Plaza Building, 2nd Floor,
Ploenchit Road, Lumpini, Patumwan, Bangkok 10330
Tel : 0 2100 7100
Fax : 0 2255 8986 – 7
Registered Capital 50,000 Shares
Paid Up Capital 50,000 Shares
Par Value 100 Baht
Paid Up Capital 5,000,000 Baht
Percent of Investment 100 %
General Information Of The Subsidiaries And Associated Companies