HEMRAJ : Annual Report 2010 EN
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Transcript of HEMRAJ : Annual Report 2010 EN
รายงานประจำปี 2553 บริษัท เหมราชพัฒ
นาที่ดิน จำกัด (มหาชน) Annual R
eport 2010 Hem
araj Lan
d And D
evelopmen
t Public C
ompan
y Lim
ited
บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) Hemaraj Land And Development Public Company Limited
รายงานประจำปี 2553 Annual Report 2010
U
P
บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) ชั้น 18 อาคารยูเอ็มทาวเวอร์ เลขที่ 9 ถนนรามคำแหง สวนหลวง กรุงเทพมหานคร 10250 ประเทศไทย โทรศัพท์ : 66-2719-9555 โทรสาร : 66-2719-9546-7 ทะเบียนเลขที่ : บมจ.0107536000676
Hemaraj Land And Development Public Company Limited 18th FL., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7 Registration No. : BORMORJOR.0107536000676
e-mail : [email protected], [email protected] www.hemaraj.com, www.theparkresidence.co.th
roperty
I ndustrial estates
tilities
สารบัญ Contents
02 จุดเด่นทางการเงิน
03 สาส์นจากคณะกรรมการบริษัทฯ
04 ข้อมูลของคณะกรรมการและคณะผู้บริหาร
09 ลักษณะการดำเนินธุรกิจและโครงสร้างธุรกิจ
13 เหตุการณ์ที่สำคัญในปี 2553
23 ภาวะเศรษฐกิจและการแข่งขัน
24 บทรายงานและการวิเคราะห์ของฝ่ายบริหาร
27 โครงสร้างการจัดการ
32 การปฏิบัติตามหลักการกำกับดูแลกิจการที่ดี
39 รายงานความรับผิดชอบของคณะกรรมการ
ในการจัดทำรายงานทางการเงินประจำปี 2553 40 รายงานของคณะกรรมการตรวจสอบประจำปี 2553
42 รายงานของผู้สอบบัญชีรับอนุญาต
43 งบการเงิน
53 หมายเหตุประกอบงบการเงิน
96 โครงสร้างผู้ถือหุ้นและโครงสร้างองค์กร
97 รายการระหว่างกัน
100โครงสร้างการลงทุนและรายได้ของบริษัท บริษัทย่อย และบริษัทร่วม
96 ข้อมูลการดำรงตำแหน่งของกรรมการและผู้บริหาร ในบริษัท บริษัทย่อยและบริษัทร่วม
103ค่าตอบแทนของผู้สอบบัญชี
104บุคคลอ้างอิงอื่นๆ
105Financial Highlights
106 Message from the Board of Directors
107 Information of Board of Directors and Management
112 The Company’s Business Profile and Business Structure
116 Major/Significant Events in 2010
126 Economic & Competitive Condition
127Management Analysis
130 Management Structure
135 Good Corporate Governance
142 Report on Responsibilities of the Board of Directors Towards the Financial Report of the Year 2010
143 Audit Committee Report for 2010
145Independent Certified Public Accountants’ Report
146 Financial Statements
156 Notes to Financial Statements
199 Shareholding & Organization Structure
200 Transactions with Related Parties
204 Holding Structure and Revenue of the Company, Subsidiaries and Associated Companies
206 Information of Directors and Management in Company, Subsidiaries and Associated Companies
207The Remuneration of the Auditor of Company
208 Other References
Corporate Vision, Mission & Strategy
Corporate Vision, Mission & Strategy
Corporate Vision To create long-term shareholder value in a controlled way achieved through focused appropriate strategic, business, financial and governance disciplines. This long-term value can be realized by demonstrating and communicating respect for our customers, employees, and stakeholders while behaving in a manner that is communally, ethically, and environmentally responsible.
Mission “To Develop World Class Industrial Estates Utilities and Property Customer Solutions”
Hemaraj Strategy 1. Developing industrial estate, utility, and property solutions
that have predictable growing revenue and superior profit opportunities in order to optimize shareholder value.
2. Leveraging complementary management expertise in property, utilities infrastructure and environmental competence.
3. Utilizing company financial resources selectively for competing investment opportunities.
Financial Highlights
KEY FINANCIAL FIGURES
(MillionBaht) 2008 2009 2010Current Ratio (Times) 2.35 2.42 5.27
Net Debt to Equity (Times) 0.57 0.51 0.66
Return on Assets 8% 4% 5%
Return on Equity 13% 6% 11%
Net Profit Margin 27% 26% 30%
Earnings per Share (Baht) 0.14 0.06 0.13
Earnings per Share (Baht) -
fully diluted 0.14 0.06 0.13
Book Value per Share (Baht) 0.87 0.87 0.94
No. of Shares Issued and Paid
(Million Shares) 9,381.84 9,705.19 9,705.19
No. of Warrants Outstanding
(Million Shares) 327.55 - -
Note : *Internal Reclassification
Operating Revenue* 4,714 2,229 4,220
Total Industrial Estate Revenue* 2,854 704 1,501
Total Utilities Revenue* 922 1,026 1,472
Total Rental Property
and Services* 480 515 480
Total Sale of Property* 459 (15) 766
Total Revenue 4,983 2,223 4,020
Net Income 1,342 575 1,216
Cash 932 910 3,517
Total Assets 13,712 13,680 18,715
Total Debts/Loans 3,454 4,023 8,011
Total Liabilities 5,574 5,222 9,577
Total Shareholder’s Equity 8,138 8,458 9,138
Earning Per Share (Baht) 0.14 0.06 0.13
Par (Baht) 0.40 0.40 0.40
KEY FINANCIAL RATIOS 2008 2009 2010
OPERATING REVENUE
Million Baht 2008 2009 2010
459 480
922
2,854 515
1,026
704
(-15)
Year
Total Sale of Property Total Rental Property and Services
Total Utilities Revenue Total Industrail Estate Revenue
6,000
5,000
4,000
3,000
2,000
1,000
0
-1000
4,714
2,229
NET INCOME
Million Baht 2008 2009 2010 Year
1,342
575
1,216 1,400
1,200
1,000
800
600
400
200
0
NET DEBT TO EQUITY
Time 2008 2009 2010 Year
0.57 0.51
0.66
TOTAL ASSETS AND TOTAL LIABILITIES
Million Baht 2008 2009 2010 Year
Total Assets Total Liabilities
20,000
15,000
10,000
5,000
0
5,574 5,222
9,577
13,680 13,712
18,715 1.00
0.75
0.50
0.25
0.00
4,220
480
1,472
1,501
766
รายงานประจํ าปี 2553 • Annual Report 2010
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Message From The Board Of Directors
Mr.DavidR.NardonePresident & Chief Executive Officer
10 March 2011
Mr.ChavalitSethameteekulChairman of the Board of Directors
10 March 2011
We are pleased to report that Hemaraj Land And Development Public Company Limited finished 2010 with Total Net income of Baht 1,215.9 million, an increase of 111% from the same period of 2009. This also reflected unrealized currency gains of Baht 394 million. Total Revenue was Baht 4,020.2 million compared with Baht 2,223 million for the same period of 2009, representing an 81% increase. The Year 2010 reflected the overall return of industrial investment to markets with stronger competitive conditions and significantly to Thailand. This was due to access to growing markets, the need for cost and currency competitiveness, as well as for consolidation opportunities. Industrial estates sales, with weakness in the chemical sector and continued strong demand in the automotive sector reflected 930 rai (372 acres) sold or rented in 2010. This includes the new Ford Motor Company regional manufacturing plant of 468 rai (187 acres) at Hemaraj Eastern Seaboard Industrial Estate “Detroit of the East” automotive cluster earlier in 2010. We believe the industrial opportunities partially reflect the 65 % automotive production growth, to a record 1,645,000 vehicles for 2010 (#13 global for 2010), from depressed levels in 2009. There are new automotive plants under construction and new product initiatives underway among the various automotive original equipment manufacturers and automotive suppliers. Thailand has provided an improving investment climate and predictable rules of law enforcement mitigating lingering political risk factors. However, the government has been less deliberate in the protection of investor fairness particularly in regard to the new Environmental Health Impact Assessment requirements where EHIA approvals are still in process. The opportunity is for Thailand to benefit from the investment growth and consolidation of production to strategic locations. Industrial cluster opportunities will continue for automotive, petrochemical, and other industrial sectors long term, particularly at Hemaraj’s “Detroit of the East” automotive cluster in the Eastern Seaboard. Therefore, we feel that the positioning in our industrial business model will remain attractive. Our strategic business plan entails significant capital commitments and opportunities while broadening our strong liquid financial position. This includes the investment in our 35% shareholding in the Gheco-One IPP independent power project under construction as well as recurring power, factory, and other utility investments. In 2010, we completed the share acquisition of the remaining 75% shares in SIL Industrial Land and Rayong Industrial Land from a subsidiary of the Siam Cement Group. Financially, Hemaraj has maintained a strong balance sheet and cash flexibility to fund these plans. Hemaraj reported 2010 Year-end Total Assets of Baht 18,715 million including Baht 4,283 million in cash and cash deposits. Total Liabilities were Baht 9,577 million with Total Shareholder Equity of Baht 9,138 million. The Net Debt to Equity ratio remains below our target of 1 to 1 times being at 0.66 to 1 times. On financial sources, in 2010 we raised Baht 6 billion in corporate unsecured fixed interest rate bonds (some with stepped interest rates) with tenors of from 3 to 9 years. This enhances the sources breadth and predictability of funding for our business at a time when interest rates are at historical low rates. Hemaraj has strived to continuously improve our comprehensive good corporate governance principles by welcoming the significant commitments obligations and responsibilities that companies have toward all stakeholders. We are proud that our commitment, dedication and action have been recognized with the ‘Excellent’ 5 logo corporate governance rating by the Thai Institute of Directors again in 2010 while acknowledging that we still have more to accomplish. The Hemaraj strategic, business, financial, and governance plans that we outline reflect improving market and investment opportunities. We continue to develop industrial estate utility and property solutions that have predictable growing revenue and superior profit opportunities in order to optimize long-term shareholder value. The Management and the Board of Directors of Hemaraj Land And Development Public Company Limited are grateful to our stakeholders for entrusting us with this responsibility.
รายงานประจํ าปี 2553 • Annual Report 2010
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Mr.ChavalitSethameteekulChairman of the Board of Director, Member of Nomination and Remuneration Committee
Mr.SudhipanCharumaniIndependent DirectorChairman of the Audit CommitteeChairman of the Nomination and Remuneration Committee
Information of Board of Directors and Management
Board Of Directors Age: 64 Years Education /IODTrainning: M.B.S. (Political Science), Thammasart University, Bangkok Certificate class 40, National Defence College of Thailand Barrister at Law, Institute of Legal Education of Thai BAR LL.B..(Hons), Thammasart University, Bangkok DAP 6/2003 and DCP 74/2006, Thai Institute of Directors Association (IOD) Kellog School of Management, “Strategic Thinking and Executive Action” (Kellogg School of Management, Evanston, Illinois, Campus of Northwestern University, USA)
PresentPositions:
• Chief Executive Officer Sriracha Harbour PCL.
PreviousPositions: • Director General The Customs Department, Ministry of Finance • Deputy Permanent Secretary Ministry of Finance • Inspectors General Ministry of Finance • Deputy Director General The Excise Department, Ministry of Finance • Chairman The Board of Small Business Credit Guarantee Corporation • Vice Chairmen The Board of Metropolitan Electricity Authority • Vice President The Board of Airports of Thailand Public Compay Limited • Vice President The Board of TOT Public Company Limited • Director Office of The Council of State • Director The Thai BAR
%HemarajStockHeldasof31/12/2010: 0.00%
Age: 67 Years
Education/IODTrainning: Institute of Chartered Accountants in England and Wales ACP 6/2005, DAP 2/2003, DCP 57/2005, MIA 3/2008, MIR 4/2008, QFR 3/2006, RCC 8/2009,
DCP Re 2/2009, Thai Institute of Directors Association (IOD) PresentPositions:
• Director Vasupak Associates Co., Ltd.
PreviousPositions:
• Director Union Textile Industries Co.,Ltd .
• Director Union Thread Industries Co.,Ltd
%HemarajStockHeldasof31/12/2010: 0.00%
รายงานประจํ าปี 2553 • Annual Report 2010
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Mr.ThongchaiSrisomburananont
DirectorChairman of the Executive Committee
Member of Nomination and Remuneration Committee
Mr.DavidRichardNardone
Director and Executive DirectorPresident
Mr.VivatJiratikarnsakul
Director and Executive DirectorExecutive Vice President
Age: 58 Years
Education/IODTrainning: Junior High School, Rojseri-Anusorn School DAP 77/2009, Thai Institute of Directors Association (IOD) PresentPositions: • Subsidiary Companies Chairman and Director in 12 Subsidiary Companies of Non-Listed SET Companies • Other Companies • Director Live Smart Co., Ltd. • Director Ruamruedee Capital Co.,Ltd
PreviousPositions:
• Director Pan Sanitary Co.,Ltd. • Director Private Business
%HemarajStockHeldasof31/12/2010: 0.02%
Age: 55 Years
Education/IODTrainning: MBA, Northeastern University, Boston, USA DCP 57/2005, Thai Institute of Directors Association (IOD) PresentPositions:• Subsidiary Companies Chairman and Director in 14 Subsidiary Companies of Non-Listed SET Companies • Associated Companies • Vice Chairman GHECO-One Co., Ltd. • Chairman Cofely (Thailand) Co.,Ltd. • Director Houay Ho Thai Co., Ltd. • Director Houay Ho Power Co., Ltd.
%HemarajStockHeldasof31/12/2010: 0.43%
Age: 55 Years
Education/IODTrainning: Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University DAP 2/2003 and DCP 38/2003, Thai Institute of Directors Association (IOD)
PresentPositions: • Subsidiary Companies Director in 14 Subsidiary Companies of Non-Listed SET Companies • Associated Companies • Director GHECO-One Co., Ltd. • Director Cofely (Thailand) Co.,Ltd. • Director Houay Ho Thai Co., Ltd. • Director Houay Ho Power Co., Ltd. %HemarajStockHeldasof31/12/2010: 0.09%
รายงานประจํ าปี 2553 • Annual Report 2010
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Mr.PeterJohnEdmondsonIndependent DirectorMember of the Audit Committee
Mrs.PunneeWorawuthichongsathitIndependent DirectorMember of the Audit CommitteeMember of the Corporate Governance Committee
Age: 61 Years
Education: Bachelor of Science in Chemistry (Honor), University of Sheffield, England
PresentPositions:
• Investor Consultant Private Sector
PreviousPositions:
• Manager West Merchant Bank Singapore • Director Standard Charter Merchant Bank Singapore • Senior Manager The Arab Investment Company, Riyadh and Bahrain • Manager Williams & Glyn’s Bank
%HemarajStockHeldasof31/12/2010: 0.05%
Age: 59 Years Education/IODTrainning: Master in Accounting, Chulalongkorn University ACP 2/2004, DAP 2/2003, DCP 38/2003, MFM 1/2009, MFR 5/2007, MIA 1/2007, MIR 2/2008, QFR 1/2006, RCC 7/2008, DCP Re 2/2009, Thai Institute of Directors Association (IOD) CPA Certificate, Thailand CIA Certificate, The Institute of Internal Auditors of USA CPIA, QIA Certificates, The Institute of Internal Auditors of Thailand Chartered Director
PresentPositions: • Independent Director/ • Member of the Audit Committee The Brooker Group PCL. • Independent Director/• Member of the Audit Committee Thai Wacoal Public Co.,Ltd • Independent Director/ • Member of the Audit Committee Monotechnology Co.,Ltd • Director Boon-Korn Co.,Ltd • Director - Tax Accounting Federation of Accounting Professions, under The Royal Patronage of His Majesty the King • Director - Tax Department Board of Trade of Thailand
PreviousPositions: • Independent Director/ • Member of the Audit Committee GM Multimedia Public Co.,Ltd
%HemarajStockHeldasof31/12/2010: 0.00%
รายงานประจํ าปี 2553 • Annual Report 2010
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Ms.PattamaHorrungruang
Director and Executive DirectorSenior Vice President
Member of the Corporate Governance Committee
Mr.SomphongWanaphaIndependent Director
Chairman of the Corporate Governance Committee
Mr.VikitHorrungruangDirector
Member of the Audit Committee
asof31/12/2010: 0.00%
Age: 67 Years
Education/IODTrainning: MBA, Finance, Michigan State University, USA (Royal Thai Government Scholarship) ACP 13/2006, DCP 62/2005, MFM 1/2009, MFR 9/2009,
MIA 5/2009, MIR 6/2009, RCP 17/2007, DCP Re 2/2009, Thai Institute of Directors Association (IOD) PresentPositions: • Chairman of the Audit committee Prasit Patana PCL. • Chairman Erawan Textile Co.,Ltd • Chairman of the Audit committee SECOM Co.,Ltd
PreviousPosition: • Chairman of the Audit committee Government Savings Bank • Chairman Executive Board on M.B.A. Program, Thammasat University • Chairman Public Warehouse Organization, Ministry of Commerce • Director State Enterprise Performance agreement Evaluation Committee,Ministry of Finance • Director Sahapatana Interholding PCL. • Secretary General Thailand Board of Investment
%HemarajStockHeldasof31/12/2010: 0.00%
Age: 49 Years
Education/IODTrainning: MBA, Thammasat University DAP 1/2003, DCP 55/2005, RCC 9/2009, Thai Institute of Directors Association (IOD)
PresentPositions: • Subsidiary Companies Director in 11 Subsidiary Companies of Non-Listed SET Companies • Associated Companies • Director Cofely (Thailand) Co.,Ltd. • Director GHECO-One Co., Ltd. • Director Houay Ho Thai Co., Ltd. • Other Companies • Director CA-Post (Thailand) Co.,Ltd
%HemarajStockHeld
Age: 40 Years
Education/IODTrainning: MBA, Finance, Northeastern University, USA DCP 64/2005, DCP Re 2/2009, Thai Institute of Directors Association (IOD)
PresentPositions:
• Managing Director Sriracha Harbour PCL.
• Deputy Managing Director T.C.Exhibition Co.,Ltd.
• Director Suntec Metal Co.,Ltd.
• Director Flaming Property Co.,Ltd.
• Director Eastern Enterprise Co.,Ltd.
• Director CA-Post (Thailand) Co.,Ltd
PreviousPosition:
• Director Phromnares Co.,Ltd.
• Executive Vice President Neo Step Co.,Ltd.
%HemarajStockHeldasof31/12/2010: 1.12%
รายงานประจํ าปี 2553 • Annual Report 2010
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17 10 8 5 14 16 4 2 1 3 9 11 12 15 6 13
Management 1.Mr.DavidRichardNardone Age55EducationMBA, Northeastern University, Boston, USA PositionatHemarajDirector / Executive Director / President / Chief Executive Officer YearJoinedHemaraj 1993 Hemaraj Stock Held as of 31/12/2010: 0.43%
2.Mr.VivatJiratikarnsakul Age55EducationBachelor of Sanitary, Faculty of Engineering, Chulalongkorn University PositionatHemarajDirector / Executive Director/ Executive Vice President YearJoinedHemaraj1989 Hemaraj Stock Held as of 31/12/2010: 0.09%
3.Ms.PattamaHorrungruang Age49EducationMBA, Thammasat University PositionatHemarajDirector / Executive Director / Senior Vice President / Chief Financial Officer YearJoinedHemaraj 2003 Hemaraj Stock Held as of 31/12/2010: 0.00%
4.Mr.SunthornKongsunthornkitkul Age60EducationBachelor of Mechanical Engineering, Chulalongkorn University PositionatHemarajVice President - Industrial Estate Operations YearJoinedHemaraj 2007 Hemaraj Stock Held as of 31/12/2010: 0.00%
5.Mr.PreepremMalasitt Age58EducationMBA, Northern Illinois University, USA PositionatHemarajDirector - IE Training Center and New Projects YearJoinedHemaraj 2007 Hemaraj Stock Held as of 31/12/2010: 0.00%
6.Mr.SirisakKijraksa Age50EducationBachelor of Accounting, Bangkok University PositionatHemarajDirector - Accounting and Legal YearJoinedHemaraj 1990 Hemaraj Stock Held as of 31/12/2010: 0.00%
7.Mr.KhamhoungRatsamany Age44EducationMBA, Bangkok University PositionatHemarajDirector - Small Power YearJoinedHemaraj 1995 Hemaraj Stock Held as of 31/12/2010: 0.00%
8.Ms.LaddaRojanavilaivudh Age43EducationMBA, Bangkok University and MA, Nara Women University, Nara, Japan PositionatHemarajDirector - Industrial Customer Development YearJoinedHemaraj 2001 Hemaraj Stock Held as of 31/12/2010: 0.00%
9.Ms.AnchaleeParsertchand Age41EducationMBA, Assumption University and MA, Japanese, Keio University, Tokyo, Japan PositionatHemarajDirector - Industrial Customer Development YearJoinedHemaraj 2001 Hemaraj Stock Held as of 31/12/2010: 0.00%
10.Ms.SomjaiWachiraha Age50EducationBachelor of Business Administration, General Affairs, Ramkhamhaeng University PositionatHemarajDirector - Finance YearJoinedHemaraj 1990 Hemaraj Stock Held as of 31/12/2010: 0.00%
11.Ms.JinnapatTongviseskul Age41EducationMBA, Economic & Administration, Chulalongkorn University PositionatHemarajDirector - Residential Customer Development YearJoinedHemaraj 1993 Hemaraj Stock Held as of 31/12/2010: 0.00%
12.Ms.ChantanaHinkaew Age41EducationMBA, University of Nottingham, UK and MA, Thammasat University PositionatHemarajDirector - Corporate Marketing YearJoinedHemaraj 2004 Hemaraj Stock Held as of 31/12/2010: 0.00%
13.Mr.ApichatTrongsukson Age46EducationMBA, Nida University and MS (Computer), Mahidol University PositionatHemarajAssistant Director - Information System & Services YearJoinedHemaraj 1994 Hemaraj Stock Held as of 31/12/2010: 0.00%
14.Mr.TaninSubboonrueng Age47EducationMBA, Business Administration, Assumption University PositionatHemarajDirector - Industrial Estate Development YearJoinedHemaraj 1996 Hemaraj Stock Held as of 31/12/2010: 0.00%
15.Mr.PaopitayaSmutrakalin Age40EducationMS, Finance, Drexel University, Philadelphia, USA PositionatHemarajDirector - Corporate Planning & Investor Relations YearJoinedHemaraj 1996 Hemaraj Stock Held as of 31/12/2010: 0.00%
16.Mr.NiphoneHarnpatanapanich Age54EducationMBA, Chulalongkorn University PositionatHemarajDirector - Residential Project Planning YearJoinedHemaraj 2003 Hemaraj Stock Held as of 31/12/2010: 0.00%
17.Ms.PrattanaKijjanon Age46EducationMBA, Thammasat University PositionatHemarajDirector - Procurement YearJoinedHemaraj 2008 Hemaraj Stock Held as of 31/12/2010: 0.00%
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111
The Company’s Business Profile and Business Structure
Location BOIZones TotalArea(Rai) KeyEstateSpecializationH-ESIE Pluak Daeng, Rayong II, III, Free Zone 8,126 Auto Manufacturing, Auto PartsESIE Pluak Daeng, Rayong II, III, Free Zone 8,628 Auto Manufacturing, Auto PartsHEIE Map Ta Phut, Rayong III 3,546 Chemical, Petrochemical, Steel, Cogeneration PowerHCIE Bowin, Chonburi II, Free Zone 3,993 Electronics, Steel, PowerRIL Ban Khai, Rayong III 3,438 Light Chemical, ConsumerSIL Nong Khae, Saraburi II 3,619 Building Material, ElectronicsTotal 31,350
Hemaraj has continued to be Thailand’s leading developer of Industrial Estates, Utilities, and Property Customer Solutions since 1988. The “Detroit of the East” Automotive Cluster in the Eastern Seaboard is the most significant automotive cluster in Thailand where Ford, Mazda, General Motors, Auto Alliance (a joint venture between Ford and Mazda), Suzuki and over 140 automotive manufacturers from all over the world have selected Hemaraj’s Industrial Estates as their strategic locations for their investment in Thailand. Situated at the prime location to the National Petrochemical Complex, Map Ta Phut Deep Sea Port in Rayong and Laem Chabang Deep Sea Port in Chonburi, Hemaraj’s Industrial Estates have become clusters for Petrochemical and other Industrial as well for over 20 years. By offering the developed industrial land, utilities, ready built factories for rent and sale, quality industrial services, and an integrated logistics and supply chain in 6 industrial estates and industrial lands, mostly located in Eastern Seaboard of Thailand, Hemaraj’s Industrial Estates have also focused on the environmental management through policies and plans. With the success of E=MC2 (Environmental Monitoring and Control Center) and achievements in ISO 14001, ISO 9001:2000, the Best Environmental Management EIA awards, and 5 or “Excellent” corporate governance recognition rating of Thai Listed Companies 2010, Hemaraj has been chosen as the industrial estate model for practicing ECO industrial town from IEAT in 2010.
Industrial Estates Hemaraj has developed and managed 4 Industrial Estates and 2 Industrial Lands with a combined land area of 31,350 rai (13,000 acres), 426 distinct customers, 148 automotive customers from 223 contracts, 643 land or factory contracts with the total investment more than US$ 20 billion and over 80,000 employees.
1. Hemaraj Eastern Seaboard Industrial Estate (H-ESIE) 2. Eastern Seaboard Industrial Estate (ESIE) 3. Hemaraj Eastern Industrial Estate (HEIE) 4. Hemaraj Chonburi Industrial Estate (HCIE) 5. Rayong Industrial Land (RIL) 6. SIL Industrial Land (SIL)
รายงานประจํ าปี 2553 • Annual Report 2010
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Utilities Industrial Estate: the largest private supplier of clarified and treated potable water to industrial users with the capacity of 165,000 cubic meters per day and 96,000 cubic meters per day for waste water treatment. Hemaraj provides dependable utility solutions to industrial customers and manages the industrial estate property and private utilities to allow customers to optimize their efforts in
manufacturing. All Hemaraj’s industrial estates have received the Best Environmental Management EIA awards from the Ministry of Sciences, Technology and Environment and are ISO 14001, ISO 9001:2000 certified.
Power: - GHECO-One Company Limited, a 35/65 Joint Venture in a 660 MW IPP with Thailand’s largest private power provider, Glow Energy, GDF Suez Energy Group, formally named Tractebel, Belgium to supply power to Electricity Generating Authority of Thailand (EGAT). The Gheco-One Project has obtained EIA approval on 15 May 2008 and is under construction with a schedule to have its commercial operation in early 2012.
- Hemaraj holds 5% equity in Glow IPP, the 713 MW IPP Power Project locating in Hemaraj Chonburi Industrial Estate in operation since 2001. - Hemaraj holds 12.75% in Hydro Power Plant Project, Houay Ho Power in Laos People’s Democratic Republic by holding shares in Houay Ho Thai Company Limited, whose shareholders are Hemaraj and Glow group. Houay Ho Power is a company operating a 152 megawatt Hydro Power Plant business in Laos People’s Democratic Republic under a 30 years concession from the Laos Government. Water: - Hemaraj Water Company Limited: a 100% subsidiary company to develop and manage Water Resources and to provide treated water to industrial factories. - Hemaraj Clean Water Company Limited: a 100% subsidiary company to produce and distribute the industrial water to supply the industrial factories in the Industrial Estates. Other Utilities and Services: Utilities and Industrial Services assist the customers in benefiting from the shared resources and utility expertise of Hemaraj and its global partners. These capabilities extend beyond Hemaraj’s industrial estates and leverage technical resources. - Cofely (Thailand) Limited (Previousely Elyo-H Facilities Management): a 40/60 Joint Venture with GDF Suez Energy and Teo Hong Silom to provide utility and facility management services to industrial customers. Major customers are ESSO, Glow, Lite On, Saint-Gobain Sekurit, Thai German Ceramic, Siam Ceramic Group Industry. - Eastern Pipeline Services Company Limited: a 100% subsidiary company to provide piping distribution for Chemical, Steam and Industrial Gas for Heavy Industrial Users with a total investment of Baht 200 million.
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- H-Construction Management and Engineering Company Limited: a 100% subsidiary company to provide design, construction supervision, project and construction management services. Property Ready Built Factories for Rent and Sales: Hemaraj designs and develops turnkey RBF factories, with clear span layout, no column in the middle, and expandable options sizing from 500 square meters to 8,000 square meters for rent and sales located in both General Industrial Zone and Duty Free Zone in multiple industrial estates/zones of Hemaraj. Ready Built Factories provides customers flexibility on investment and financing as well as a growth path to larger buildings or developed land as their business expands. H-Construction Management and Engineering, Hemaraj’s subsidiary company, also manages the utility and fit-out requirements to fit customers needs. Hemaraj has built 125 units with over 276,000 square meters to date in its multiple industrial estate locations.
Selective Property: - H-Phoenix Property Company Limited: a 100% subsidiary company for commercial property lease or sale and management with a registered capital and paid-up of Baht 480 million. H-Phoenix has acquired the majority ownership of office units in UM Tower and additional adjacent freehold land area of 2 rai 3 ngan 55.2 square wah (1,155.2 square wah or 4,620.8 square meters). UM Tower is a 31-storey juristic office building, set on two rai of land with a total net lettable or salable area of 35,500 square meters. The building is located at 9 Ramkhamhaeng Road, which is close to the expressway, airport, linking the Eastern Seaboard, and downtown as well as next to the Airport Express Station which started operating in 2010. The current occupancy rate is approximately 75%. The adjacent land will provide Hemaraj with future property development opportunities. - The Park Chidlom, an exclusive Bangkok luxury high-rise condominium residence under the lifestyle concept of “a symphony in living’ with the highest international standards in the most convenient Bangkok city location. The Park Chidlom, set on five and one half rai, has two residential towers: the 35-storey Somkid Tower and the 28-storey Chidlom Tower, with a total of 218 units comprising 87,000 gross square meters and 53,299 net square meters. In 2008, The Park Chidlom won the Best High Rise Development Thailand - Five Star Award of the prestigious CNBC Asia Pacific Property Awards 2008 held in Singapore.
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Major/Significant Events in 2010
Industrial Estate Land Sales After the economic slowdown in 2009, Hemaraj sees the ongoing recovery of economic activities in major manufacturing sectors and the global economic revival return in 2010, particularly in Automotive and Industrial Investment in emerging market and significantly Thailand. Supporting by the market growth, competitiveness, and consolidation opportunities, industrial estates sales (or rentals) reflected 930 rai (372 acres) sold in 2010 with a continued strong demand in the automotive sector. Reinforced the success of Hemaraj’s automotive cluster “Detroit of the East” and extended the 16-year relationship, Ford Motor Company chose Hemaraj Eastern Seaboard Industrial Estate for their new plant expansion in Thailand of 468 rai (187 acres) in earlier 2010. From 41 contracts, 19 new customers and 22 project expansions from existing customers, total industrial customers are now 426 distinct new customers with 643 contracts including 148 automotive customers with 223 automotive contracts.
Hemaraj Acquires Remaining 75% of SIL Industrial Land Shares from Siam Cement Hemaraj has completed the acquisition of the remaining 75% shares in SIL Industrial Land Co., Ltd. from Cementhai Holding Co., Ltd., a subsidiary of The Siam Cement Public Company Limited. The value of the share acquisition is approximately Baht 763.7 million in addition to the assumption by Hemaraj of the shareholder loan to SIL of Baht 380 million. Hemaraj used its own internal cash sources in the acquisition. SIL Industrial Land Co., Ltd. (SIL) is an industrial park development with its SIL location in Saraburi, Thailand and its wholly owned subsidiary Rayong Industrial Land Co., Ltd. (RIL) location being in Rayong, Thailand. SIL has a gross land area of 3,619 rai with an estimated remaining sellable area of 1,064 rai as of June 30, 2010. RIL has a gross land area of 3,438 rai with an estimated remaining sellable area of 1,711 rai as of June 30, 2010.
Hemaraj Joins Hand with CAT to Provide Ultra High Speed Telecom to Its Customers On January 22, 2010, Hemaraj has signed an MOU with CAT Telecom Public Company Limited to kick off its Bt600-million “Ultra High Speed Telecommunications Network” project.
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• Itakura Jitsugyo Purchases SME Factory at Hemaraj Eastern Seaboard Industrial Estate Itakura Jitsugyo Company Limited signed an agreement to purchase SME Factory for its plant at Hemaraj Eastern Seaboard Industrial Estate. The plant will assemble automotive glass for Suzuki Automobile Manufacturing (Thailand) Co., Ltd.
Managed and implemented by CAT, the project is destined to upgrade telecommunications infrastructure across Hemaraj’s industrial estates and at its UM Tower to ensure higher efficiency, reliability and availability to the needs of existing and prospective entrepreneurs and investors. Under the MOU, CAT will provide the industrial estates and the headquarters building with an access to ultra high speed communications network, using the country’s first FTTF (Fiber-to-the-Factory) platform. This is Thailand’s fist FTTF (Fiber To The Factory) architecture to industrial estates TRIS Rating Affirms Company Rating at “A-” and Revised Outlook to “Stable” On August 6, 2010, TRIS Rating Co., Ltd has affirmed the company rating of Hemaraj at “A-” and has revised the rating outlook to “stable” from “negative”. The rating continues to reflect the company’s proven record in industrial estate development, growing base of recurring income from utilities services and its healthy balance sheet. The “stable” outlook reflects the ongoing recovery of economic activities in major manufacturing sectors and the expected global economic review which will subsequently lead to growing demand for industrial property. However, the political uncertainty and the Map Ta Phut problem remain rating concerns. The increasing contribution from the utilities services and rental businesses are expected to provide more reliable cash flow streams for Hemaraj to counterbalance the fluctuations in industrial land sales. In addition, TRIS Rating expects the company to continue its conservative business policy and be able to maintain the debt to capitalization ratio below its stated policy of 50%. Hemaraj received “Excellent” Corporate Governance Hemaraj receives the ‘Excellent’ corporate governance recognition level in the Corporate Governance Report of Thai listed Companies in 2010 (CGR). Hemaraj achieves the ‘Excellent’ recognition level in the Rights of Shareholders, Role of Stakeholders, and Disclosure and Transparency categories. The company earns the ‘Very Good’ and ‘Good’ levels of recognition in the Equitable Treatment of Shareholders and Board Responsibilities categories, respectively. Major Customer Development
• Hemaraj Congratulates Ford Motor on New Plant’s Stone Laying Hemaraj congratulated Ford Motor Company Thailand at the Foundation Stone Laying ceremony for Ford’s new manufacturing plant located on 468 rai (187 acres) in Hemaraj Eastern Seaboard Industrial Estate. The occasion also marked the 15-year automotive relationship developing the “Detroit of the East” between Ford and Hemaraj. Ford announced a US$450 million or 15 billion baht investment to construct the new state-of-the-art passenger car facility, which will start operation in 2012 with an initial production capacity of 150,000 units per year.
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• KC Altech Purchases Hemaraj SME Factory at Eastern Seaboard Industrial Estate (Rayong)
KC Altech (Thailand) Co., Ltd. signed an agreement with Hemaraj to purchase SME Factory for its plant at Eastern Seaboard Industrial Estate (Rayong). With a registered capital of Baht 37 million, the plant will produce Aluminum Tube mainly for supply to LG Electronics (Thailand) Co., Ltd. and Halla Climate Control Thailand Co., Ltd.
• DaikyoNishikawa (Thailand) Purchases 14 Rai in Hemaraj ESIE for Plant Expansion DaikyoNishikawa (Thailand) Co., Ltd., one of the largest plastics manufacturers in Japan purchased additional land of 14 rai in Hemaraj Eastern Seaboard Industrial Estate for its plant expansion. The company last year opened a factory on a 25 rai piece of land in the industrial estate to produce automotive plastic parts for supply to Auto Alliance (Thailand) Co., Ltd.
• Chalybs Cylinders Purchases 70 Rai at Hemaraj’s Eastern Seaboard Industrial Estate (Rayong) Chalybs Cylinders Limited, a leading high-pressure gas cylinder from Italy recently signed an agreement with Hemaraj to purchase land of 70 rai at Eastern Seaboard Industrial Estate (Rayong) for its first plant in Thailand. The factory will manufacture CNG Cylinders for Natural Gas Vehicles with a capacity of 200,000 cylinders per year, scheduled to commence operation in 2011. The total value of investment is 2 Billion Baht.
• M&T Purchases Land for Expansion at Eastern Seaboard Industrial Estate (Rayong) M&T Allied Technologies Co., Ltd., a key supplier of auto parts for Japanese car brands, signed a contract with Hemaraj to purchase additional land of 5 rais for its factory expansion in Eastern Seaboard Industrial Estate (Rayong). M&T is a manufacturer of Shift Lever and Spare Tire Carrier. The land purchase is in line with the company’s plan to increase its production to serve the world’s top leading vehicle brands such as Toyota, Isuzu, Honda, Ford, Mazda and Suzuki.
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• Katoen Natie (Thailand) to Expand Factory at Hemaraj Eastern Seaboard Industrial Estate Katoen Natie (Thailand) Co., Ltd. - a leader in value-added logistics services provider from Belgium signed a contract to buy 65-rai land at Hemaraj Eastern Seaboard Industrial Estate. The purchased land is for the expansion of its factory which will provide various logistics services including warehousing, inventory management through Professional Warehouse Management System, packaging and labeling, pre and sub-assembly, Supply in Line Sequence (SILS) logistics, Supply Chain Management, and On-site logistics.
• Eurokera (Thailand) Leases Ready-Built Factory in Hemaraj Eastern Seaboard Industrial Estate Eurokera (Thailand) Co., Ltd – a leading manufacturer of heat-resistant ceramic glass from France-signed a contract to lease a ready-built factory in Hemaraj Eastern Seaboard Industrial Estate (Hemaraj ESIE). The new plant will produce ceramic glass for kitchen appliances. The factory will be operational in 2011.
• Narumi (Thailand) Purchases Ready- Built Factory in Eastern Seaboard Industrial Estate (Rayong) Narumi (Thailand) Co., Ltd., a leading manufacturer of automotive door handle from Japan, signed a contract to purchase a ready-built factory in Eastern Seaboard Industrial Estate (Rayong). With a registered capital of 100 million baht, the company will produce automotive door handle for supply to Mitsubishi Laem Chabang with a capacity of 2 million pieces per year.
• Bolwell Holdings (Thailand) Purchases Ready-Built Factory at Hemaraj ESIE Bolwell Holdings (Thailand) Co., Ltd., a leading composite mouldings manufacturer from Australia signed an agreement to buy a ready-built factory at Hemaraj Eastern Seaboard Industrial Estate. The company will produce composite mouldings at a maximum capacity of 75,000 pieces per year for 100% export.
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• Minoru (Thailand) Purchases Ready- Built Factory in Eastern Seaboard Industrial Estate (Rayong) Minoru (Thailand) Co., Ltd.-a Japanese manufacturer of Auto Parts - signed a contract to purchase land and ready-built factory in Eastern Seaboard Industrial Estate (Rayong). The new plant will produce A/C Ducts, Spoilers, HVAC Cases at a capacity of 350,000 pieces/month for supply to automotive manufacturers and primary parts suppliers.
• Sang Chareon Eastern Galvanize Purchases 21 Rai at Hemaraj Chonburi Industrial Estate Sang Chareon Eastern Galvanize Co., Ltd - a Thai galvanizing service provider - signed a contract to buy land at Hemaraj Chonburi Industrial Estate. The purchased 21 rai of land is for a new factory which will provide services of galvanizing cast on steel finishing under the registered capital of 25 million Baht.
• Tanaka Ai Industries (Thailand) Expands Factory in Hemaraj’s Eastern Seaboard Industrial Estate (Rayong) Tanaka Ai Industries (Thailand) Co., Ltd, a Japan-based company specialized in slitting and rewinding of non-woven fabrics, signed a contract to purchase additional 12 rai (4.8 acres) of land for its second plant in Eastern Seaboard Industrial Estate (Rayong). With the new expansion Tanaka Ai (Thailand)’s manufacturing facilities will now cover a total area of 92 rai (36.8 acres) in Hemaraj’s ESIE.
Hemaraj to Communities
• Hemaraj, VEC and OBEC to Proceed with “Industrial Skill Training” for Secondary School Students in Rayong and Chonburi Ms. Narisara Chavaltanpipat, Deputy Minister of Education presided over the MOU signing ceremony between Hemaraj Land And Development Public Company Limited, Office of the Vocational Education Commission (VEC) and Office of The Basic Education Commission (OBEC) to organize “Industrial Skill Training Project” for students from extended schools under the Chonburi Educational Service Office Area 3 and Rayong Educational Service Office Area 1. The objective of the project is to equip the students with industrial skills essential for their future employment including elementary electricity class for Mathayom 2 students and industrial hygiene and safety class for Mathayom 3. It also helps broaden students’ perspectives on vocational education that gives them a promising career alternative, particularly in response to the requirements of the industrial sector. Seven schools in areas around Hemaraj’s industrial estates in Rayong and Chonburi provinces have been selected to participate in the first phase of the project.
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• Hemaraj Donates Baht 6.6 Million for Haiti Earthquake Relief H.E. Suthep Thaugsuban, Deputy Prime Minister and Mr. Virachai Virameteekul, Minister Attached to the Prime Minister’s Office received cash donation of over 6.6 million baht from Hemaraj Land And Development Plc. at the Government House to support the government’s Haitian Earthquake Relief Efforts.
• Hemaraj Awarded AMCHAM’s CSR 2010 Excellence Recognition Hemaraj was awarded The American Chamber of Commerce (AMCHAM) Corporate Social Responsibility 2010 Excellence Recognition. The award intends to raise CSR awareness and share best practices among AMCHAM’s member companies. For more than 20 years, Hemaraj has committed to be a good corporate citizen by practicing good governance and implementing various sustainable social projects.
• Hemaraj’s Tree Planting at Eastern Seaboard Industrial Estate (Rayong) Hemaraj organized Tree Planting activity to expand green areas in the Eastern Seaboard Industrial Estate together with corporate members in the industrial estate and community leaders planted 1,000 trees during the event.
• Hemaraj Organizes “Art Camp” Heamraj organized “Art Camp” - a continuous art workshop program for students. Since the first workshop in 2009, Hemaraj has invited art experts from Inspire Sight Art & Culture Center to give basic principles and knowledge about arts through fun hands-on activities. During the workshop, art is also related to environment and local culture to help enhance students’ skill in arts and instill a feeling of pride and gratitude towards their hometown.
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• Hemaraj and Schools in Rayong and Chonburi Take Big Step Forward for Holistic Learning Approach Hemaraj, in collaboration with AMCHAM Thailand Charitable Foundation (ATCF), held a seminar and exhibition on “Holistic Learning Approach” at ESIE Plaza 1, Eastern Seaboard Industrial Estate, Rayong The event was organized to complement the “Train the Trainers” primary teachers training program. Exhibits and presentations at the seminar and exhibition include project details, administration strategies, and useful experiences from the six pilot schools in the program. Students’ work under the project were also on display. The event ends with the recruitment of more schools into 2010 training scheme which will be continuously supported by Hemaraj and ATCF.
• Safety Club of Hemaraj EIE Organized Social Responsibility Activity The Eastern Safety and Environmental Club (ESEC) of Hemaraj Eastern Industrial Estate (Map Ta Phut) in cooperation with The Industrial Estate Authority of Thailand (IEAT), launched “ESEC Day in School” campaign at Wat Mapchalood School, Rayong. The campaign is aimed at raising awareness of safety in schools. At the event, representatives of factories in the estate maintained trench and drainage covers as well as pathway marks for more safety.
• Hemaraj Supports Chonburi Football Club at Thailand Premier League 2010 Hemaraj, a major sponsor of Chonburi Football Club, participated in a Press Conference announcing Thailand Premier League 2010 which will be held from 13th March to - 30th October 2010. Under a three-year sponsorship agreement worth a total of Baht 18 Million, Hemaraj has been providing cash support of 6 million baht per year to Chonburi Football Club since 2008.
• S I L Industrial Land Awarded “CSR-DIW” Mr. Vitoon Simachokedee, Permanent Secretary, Ministry of Industry presented CSR-DIW (Corporate Social Responsibility, Department of Industrial Work) certifying plague to Mr. Sunthorn Kongsunthornkitkul, Vice President of S I L Industrial Land Co., Ltd. after passing the coaching and verifying seminar by Management System Certification Institute (Thailand) (MASCI). Managed by Hemaraj Land And Development Plc. S I L is one of the two companies in Saraburi receiving the CSR-DIW.
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• Hemaraj Provides Free Optical Check-up for Community Mobile Medical Unit from Hemaraj joined Health Fair 2010 organized by Tasith Subdistrict Administration, Rayong Province. During the fair, Hemaraj provided free optical check-up and eyeglasses to villagers.
• IEAT and Plants in Map Ta Phut Signed Agreement to Promote Local Income Generation in Rayong
The Industrial Estate Authority of Thailand (IEAT) in cooperation with The Federation of Thai Industries (FTI) and Map Ta Phut Plant Manager Club (PMC) signed a collaborative agreement in an attempt to promote income generation in Rayong. Under this effort, all participating businesses and manufacturers including their non-resident staff in Map Ta Phut are encouraged to transfer their vehicle and house registrations to Rayong in order that the province collects more business, motor vehicle and individual income taxes. So far business operators have agreed to transfer registration of more than 1,500 cars to Rayong as part of their social responsibility.
• Hemaraj Supported Water Relief in Pluakdaeng, Rayong Hemaraj in cooperation with the Disaster Prevention and Relief Office, Pluakdaeng Subdistrict Administrative Organisation (Aor Bor Tor Pluakdaeng), Rayong distributed water to communities in Pluakdang area affected by draught situation. The quantity of water released from March to May totals 1,400 cubic meters
• Hemaraj 2010 Annual Contribution to 51 Schools in Rayong and Chonburi Hemaraj, in cooperation with customers and alliances of its industrial estates, distributed school kits and sport equipment to over 13,700 students in 51 schools in Rayong and Chonburi provinces under its Annual School Contribution Program. The project is part of Hemaraj’s social contribution activities, which have been continuously implemented for over 12 years.
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Environmental Care Hemaraj Land And Development Plc. maintains the environmental policy in developing the industrial estates by emphasizing on land development as well as increasing the infrastructure service capacities& performance. Besides focusing on environmental management, Hemaraj also encourages companies in the estates to become aware of the significance of environmental care and community relations. Aim to the best result for all stakeholders, the Safety &Environment Clubs are where members from companies in the estates join to share the same objective in caring for the environment. All through the year, the clubs conducted several activities including Environment, Health and Safety activities for members and communities. Internal and external Emergency Drills were conducted frequently as well among the estates and the communities nearby as one of the major activity. Besides, Hemaraj has been practicing and managing environmental related projects and has received the Environmental Management System Certification: ISO 14001, and EIA awards
• Hemaraj Donates One Million Baht for Flood Relief Hemaraj’s SIL Industrial Land (Saraburi) donated 1,000,000 Baht to Mr. Thavorn Prommechai, Saraburi Provincial Governor for flood relief in Saraburi Province.
• Hemaraj Joins Eco-Industrial Estate Development Initiative
Hemaraj was chosen as one of the pioneers to implement eco-industrial estate development initiative . An MOU signing was held between the Industrial Estate Authority of Thailand (IEAT), Department of Industrial Works, Ministry of Industry and selective industrial estate developers to declare their commitment for sustainable eco-industrial estate development in Thailand at an event entitled “Next Step of Eco-Industrial Estate Development in Thailand” recently organized by the Ministry of Industry at BITEC.
• Hemaraj Helps Maab Chalude Community Fire Fighting Team of Hemaraj in cooperation with Sriracha Green Point Co., Ltd. recently helped Maab Chalude Community and Huey Pong Housing Estate nearby Hemaraj Eastern Industrial Estate (Map Ta Phut) clean venue for Mother’s Day Fair 2010. Hemaraj supplied 5,000 liters of water for the cleaning.
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Year 2010 is the years that Hemaraj integrate a lot of program on environmental and social activities from existing projects and also establishing a lot of new program during the year for better quality of environment, health and safety of people around the estates. After we have success the E=MC2, Environmental Monitoring and Control Center, in 2009 together with a lot of friendly environmental & social programs, Hemaraj again been chosen as the model for practicing ECO industrial town from IEAT in 2010 which is the main policy of IEAT to target all estate become sustainable developing estate within year 2014. CSR (Corporate Social Responsibility) is another significant tool that Hemaraj use to integrate the efficiency of managing environmental and social part. A lot of CSR programs have been conducted thought the year. In 2010, we have started seeking collaboration for the co-CSR program with our strategic partners tangibly through their professional, experience and authority to help integrating better environmental and social solution for all stakeholders. Hemaraj also commit for the transparent environmental monitoring and participating from communities nearby, we have conducted the public hearing from communities and concerned parties as part of the mitigation plan set up during the starting of the new developed area. Hemaraj foresees the significance in maintaining the environment care projects. From day one, Hemaraj believes in the principle of sustainable co-existing of environment and community and this is our promise to the public.
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GPD
2005
4.5
10.0
8.0
6.0
4.0
2.0
0.0
-2.0
-4.0
%
5.1 4.9
3.0
-2.3
2006 2007 2008 2009
7.8
2010
% Capacity Utilization
2000
%
2002 2004 2006 2008
Total Automotive Petrochemical
110
100
90
80
70
60
50
40
30
20
10
2010
BOI Application Approvals
2005
571
2006 2007 2008 2009
800
700
600
500
400
300
200
100
0
373
744
500 491
Baht : Billion
281
2010
3,546
Thailand Industrial Property Market
2005
3,236
2006 2007 2008 2009
5,000
4,000
3,000
2,000
1,000
0
2,865
4,617 4,170
900
Rai
1 Rai = 1,600 Square Meters or 0.4 Acres Source: Bank of Thailand, March 2012, Board of Investment, January 2010
2010
The 2010 Thai economy is forecasted to grow by 7.8% compared to -2.3% in 2009. The factors attributed to the growth are from the export volume of goods and services, following the steady economic recovery of major trading partners in Asia and new market economies in particular even though there were the strong Baht and flood problems in the latter half of 2010. In 2010, the Private Consumption Index increased by 5.9% from the better employment situation, higher farm price, and rising consumer confidence following the resolution of the political turmoil. Manufacturing Production Index increased by 3.9% and the capacity utilization rate increased to 63.4%. For the year 2010, the Private Investment Index increased by 17.6%. Export volumes for Thailand were increased to US$ 195.3 billion, a 28% increase, while Imports increased by 37% to US$ 179.6 billion, especially Raw Materials & Intermediate Goods and Capital Goods increased by 42% and 27%, respectively. Current account ended the year with a surplus of US$ 14.8 billion. The balance of payments was US$ 31.3 billion. The industrial property market sector increased 294% from 901 rai in 2009 to 3,622 rai in 2010. In 2010, Hemaraj sold 930 rai of industrial land, or equivalent to 26% of total market share. The Board of Investment (BOI) project approval significantly increased to Baht 491 billion compared with Baht 281 billion in 2009, or 75% increase. The number of projects approved was 1,566 projects, a 56% increase from 2009. Thailand still remained a regional production hub in the ASEAN automotive industry, particularly for one-ton pickups and small passenger cars. In 2010, the vehicle production reduced to 1.645 million vehicles from 999,378 vehicles in 2009, a 65% increase. Domestic vehicle sale in 2010 was 800,357 vehicles and 896,065 vehicles for export. In 2010, automotive export was 10% of total export value.
Economic & Competitive Condition
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Management Analysis
Operating Performance For the Year 2010, Hemaraj reported Total Net Income of Baht 1,215.9 million, or an increase of 111% compared with the same period of 2009. The increase of Net Income for the Year 2010 was due to increases in industrial land sales, industrial estate utilities, the rental and sale of ready built factories and residential condominiums as well as profits from associates (significantly unrealized currency translation gain of Baht 394 million related to power) in comparison to the same period of the prior year. Earnings per-share was 0.125 Baht per share, representing an increase of 105% from the same period of 2009. For the Year 2010, Hemaraj’s Total Revenue was Baht 4,020.2 million compared with Baht 2,222.7 million for the same period of 2009, representing an 81% increase. Total Operating Revenue from core businesses was Baht 4,219.7 million, an 89% increase from the same period of 2009. Industrial Estate Land Sales for Year 2010 including Profit from Associates. Industrial Estate Land Sales were Baht 1,501.0 million, or a 113% increase. There is an additional Baht 788 million in deferred revenue from Industrial Estate Land Sales not recognized to date, based on the percent completion method from 3 industrial estate new phase developments though the Thailand accounting method is changing for revenue recognition in 2011. Total Utilities Revenue including industrial estate utilities, dividend from power/utilities associates, and other utilities & services fees increased to Baht 1,472.4 million in total, an increase of 43%. The industrial estate utilities have increased 26% to Baht 967.7 million, from stronger water demand and the consolidation of Hemaraj Saraburi Industrial Land and Hemaraj Rayong Industrial Land in Quarter 4, 2010. Lower capacity payments from chemical business reflected a decrease in Other Utilities and Service Fees by 79%. Total Rental Revenue including ready built factory rental, pipe-rack rental, commercial office rental and others decreased to Baht 480.4 million in total, a decrease of 7% which reflected by lower construction management fees by 64%. However, the rental revenue from ready built factory, piperack, commercial office and other rental property increased 13% from stronger rental demand. Sale of Property including ready built factory sales and residential sales increased from no residential sales in 2009 to Baht 766 million, a 5312% increase. Financial Status The consolidated Balance Sheet in 2010 is summarized as follows. Total Assets in 2010 were Baht 18,715 million, a 37% increase from Baht 13,681 million in 2009. Total Current Assets in 2010 were Baht 11,202 million compared to Baht 7,684 million in 2009, or a increase of 46%. This includes Cash on Hand of Baht 3,517 million, Account Receivable of Baht 561 million and Land held for Real Estate development of Baht 7,046 million. Other Assets were Baht 7,513 million in 2010. This includes Land held for commercial purposes not under development of Baht 315 million, assets for rent of Baht 2,021 million, and long-term investment in other companies of Baht 3,479 million. Long term investment includes, 5% direct holding in a 713 MW gas-fired power plant Glow IPP Co., Ltd., 51% holding in Houay Ho Thai Co., Ltd. which holds 25% in 152 MW Hydro Power Project in People Democratic Republic of Laos, and 35% holding in 660 MW coal-fire power plant Gheco-One of which Baht 766 million deposited for future equity commitment. All power projects are the joint investments with Glow Energy Plc. (GDF Suez). Total Liabilities in 2010 were Baht 9,577 million an 82% increase from Baht 5,222 million in 2009. The increase was mainly from the issuance of unsecured Baht Bonds of Baht 6,000 million in 2010 to retire short term commercial papers and to fund the future project development i.e. power and properties projects.
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Total Shareholders Equity in 2010 was Baht 9,138 million versus Baht 8,459 million in 2008, or an 8% increase due to the Net Operating Profit of 2010, the dividend payment, and growing operating revenue from a broader revenue mix. As of December 31, 2009, there were 9,705.19 million common shares outstanding. The 2010 Net Debt to Equity ratio was at 0.66 to 1. Risk Factors & Others External Risks The company faces investment and management risks associated with Thai government and Bank of Thailand policies as well as external political and economic environment in neighboring and other countries. In addition Foreign Direct Investment, inflation, oil price, interest rates, land cost, construction cost, and shortages of skilled labor are factors that could affect the company businesses. The company is aware of the risks and effects associating with such factors and tries to have a systematic monitoring and analytical measurement to prevent and to minimize such risks at the acceptable level when comparing to the expected return. The Board of Directors and Management have also implemented the business strategy with appropriate adjustments based on the situation as witnessed from broadened operating revenue and improved profit margins. Increases in revenue from industrial estates utilities and rental, which are recurring and predictable, have balanced our revenue structure. Our multiple-locations industrial estates with a high percentage of repeat customers and the niche selective property projects have also reduced our risk profile. However, industrial development is in place, broad revenue cushions this impact, and strong balance sheet minimizes disruption.
Financial Risks The operating performance, financial status, economic environment in Thailand and other countries, access to financial and capital market, foreign exchange and interest rates are risk factors to the company’s financial management. An appropriate and sufficient source of funds with a reasonable cost of capital and appropriate financial structure will support the company’s competitiveness. Since the economic crisis, the company’s financial structure has been continuously strengthening resulting in improving in net debt to equity ratio. In 2010 the net debt to equity ratio was 0.66 to 1 times with cash balance of Baht 3,517 million. With a strong balance sheet and a lower debt level, high level of cash on hands, no foreign currency debts, and broader lending sources, these will provide the company more flexibility to grow the business expansion, yet to minimize the financial risks.
Risk from Automotive and Petrochemical Customers The company has 197 customers from automotive (148) and petrochemical (49) sectors out of 426 customers, or 46% of total customers. The company will be affected from the slowdown of investment from these sectors both revenue from land sales and other related revenue. The company is aware of such factors and has benefited from these clusters, but it is also expanding our customer base in different sectors such as electronic, energy, steel, construction materials, etc. so that the company will not entirely depend on one or two sectors. In Quarter 4, 2010, the company acquired 75% of shares in Saraburi Industrial Land and Rayong Industrial Land from Siam Cement Group which have total area of more than 7,000 rai and expanded our customer base into various sectors. The company also tracks and analyzes the customer mix and demographic on a regular basis and adjusts our strategy accordingly.
Risk from investing in Independent Power Producer (IPP) The company has invested in Independent Power Producer (IPP) project in Gheco-One Company limited with Glow Energy. This is in line with our strategy to broaden our revenue by selectively pursuing superior profit opportunities from complementary businesses to increase the predictability and sustainability of the longer-term revenue stream. Risk from changes of rules, regulations, and government policy, delay of construction, financing risk, risk from environmental impact, risk from raw material sourcing, risk from sole customer, foreign exchange risk, and interest rate risk are risks involved the project and the material change in such factors could materially affect the project’s performance as well as the company’s.
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The company is aware of the risk from such factors by having a feasibility study as well as the sensitivity analysis cover all areas and considering together with the attractiveness of the project, including the return which is recurring and predictable throughout the project life after the commercial operation. This project will be developed and managed by Glow Energy (GDF Suez), Thailand’s leading private power producer. As of December 2010, Gheco-One has obtained Environmental Impact Assessment (EIA) approval from Office of National Environmental Policy (ONEP) and under the process for applying the Environmental and Health Impact Assessment (EHIA), signed Power Purchase Agreement (PPA) with Electricity Generating Authority of Thailand (EGAT), signed Coal Supply Agreements (CSA) with suppliers, secured Project Financing from lenders, and signed the Engineering Procurement Contract (EPC) with contractor. The project is under construction and planned for the commercial operation date (COD) by Quarter 1, 2012 In addition, Gheco-One signed the foreign exchange rate swap, interest swap, coal cost forward contract, and various contracts on matching currency of lending with costs and revenue streams and interest rate swaps in order to minimize those risks. The construction of GHECO-One as of December 31, 2010 was88% complete.
Risk from the Map Ta Phut Effect In September 2009, the Central Administrative Court issued an injunction to 8 government agencies to suspend the 76 projects in Map Ta Phut temporarily until actions made in compliance with the Constitution of The Kingdom of Thailand 2550 Article 67 (2). In December 2009, the Supreme Administrative Court revised the injunction and suspended the projects which are under the 11 categories of projects or activities that may have severe impacts on the community with respect to the Notice of the Ministry of Natural Resources and Environment dated August 31, 2010 and their licenses were issued after the Constitution B.E. 2550 until appropriate actions are made in compliance with the Constitution of The Kingdom of Thailand 2550 Article 67 (2). The related government agencies, private sector, and the community have been participating to issue the framework, guidelines, as well as the rules and regulations in compliance with Article 67 (2) of the Constitution to be appropriate and fair to all parties for those projects that may have severe impacts on the community and subject to the EHIA. Although, none of Hemaraj’s industrial estate project is subject to the EHIA, the company also set up a special team to work closely with related government agencies and community to provide necessary information and fully cooperates with them in order to resolve this conflict. In longer term, the company’s strategy is to broaden the revenue base into businesses, which have growing, and predictable revenue stream such as utilities business. In 2010, the company had operating revenue from non-industrial land sales as much as 63% of Total Operating Revenue.
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Management Structure
Board of Directors As of December 31, 2010, Board of Directors consists of 10 members as follows: 1. Mr. Chavalit Sethameteekul Chairman of the Board of Directors/ Nomination and Remuneration Committee 2. Mr. Thongchai Srisomburananonta Director/ Chairman of the Executive Committee/ Nomination and Remuneration Committee 3. Mr. David Richard Nardone Managing Director/ Executive Director 4. Mr. Sudhipan Charumani Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee 5. Mr. Peter John Edmondson Independent Director/ Audit Committee 6. Mrs. Punnee Worawuthichongsathit Independent Director/ Audit Committee/ Corporate Governance Committee 7. Mr. Vivat Jiratikarnsakul Director/ Executive Director 8. Ms. Pattama Horrungruang Director/ Executive Director/Corporate Governance Committee 9. Mr. Somphong Wanapha Independent Director/ Chairman of the Corporate Governance Committee 10. Mr. Vikit Horrungruang Director With Mr. Sirisak Kijraksa as Company Secretary The Company’s Board of Directors consists of 4 Independent Directors who have qualifications according to such prescribed in regulation of SET and SEC as follows: (1) holding shares not exceeding 0.5 per cent 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 unless the foregoing status has ended not less than two years prior to the date of application filing with the Office; (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, 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 unless the foregoing relationship has ended not less than two years prior to the date of application filing with the Office. The term “business relationship” includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the applicant or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the applicant or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the
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calculation method for value of connected transactions under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences; (5) 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 unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; (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 unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; (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.
Basic Scope of Board of Directors’ Responsibility The Board of Directors’ prime responsibility is to formulate corporate visions, overall policies and major strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits to the company and Shareholders. This responsibility includes effective control and supervision of the Management to assure that Board instructions are put into practice with efficiency and in line with relevant rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate governance principles. In discharging its responsibility, the Board may appoint or assign one or more specific directors or any other persons to act on its behalf, and can revoke such appointments or assignments, as it considers necessary or appropriate.
Term of the Board of Directors In every Annual Ordinary Meetings, 1/3 of the board of directors shall be resigned. In case it is undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elected to assume the same position. Executive Committee As of December 31, 2010, Executive Committee consists of 4 members as follows: 1. Mr. Thongchai Srisomburananonta Chairman of the Executive Committee 2. Mr. David Richard Nardone Executive Committee Member 3. Mr. Vivat Jiratikarnsakul Executive Committee Member 4. Ms. Pattama Horrungruang Executive Committee Member The Executive Committee has been assigned by the Board of Directors to help formulate the Company’s operation policy and strategies, to supervise and to ensure that such approved policy and strategies are followed through with responsibilities, integrity and care, and in line with relevant rules of law, the Company’s rules, as well as the Board of Directors and Shareholders approval.
Scope of the Executive Committee’s Authority and Responsibility 1. To screen and review business plans, investment plans, together with the relevant budgets, as prepared by the Management, prior to submitting the said data to the Board of Directors for consideration and approval. 2. To monitor, supervise and control the Company’s work progress, in order to ensure that the Company’s operations are in line with what the authorizing or assigning Board would expect.
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3. To consider granting permission to commence important activities, as well as to authorize payments in excess of Management authority, in accordance with the Company’s authorization rules and the approved budgets. 4. To set the Company’s organization chart, authority of the Management, the remuneration policy and salary structure of the Company for Board consideration. 5. To assign one or more specific persons to act on behalf of the Executive Committee, or to revoke such assignments as the Executive Committee may consider appropriate. 6. To perform any other tasks, as assigned by the Board of Directors. The above-stated scope of authority would not apply where a vested interest or a conflict of interest concerning a related-party transaction under SEC regulations is at issue. In such a case, the Executive Committee would need to refer the matter to the Board of Director or to a Shareholders’s Meeting, as the case may be, for consideration and approval, unless appropriate pre-set permission is already in evidence. Audit Committee As of December 31, 2010, Audit Committee consists of 3 members as follows: 1. Mr. Sudhipan Charumani Audit Committee Chairman who has knowledge and experiences to audit Company’s financial statements 2. Mr. Peter John Edmondson Audit Committee Member 3. Mrs. Punnee Worawuthichongsathit Audit Committee Member who has knowledge, and experiences to audit Company’s financial statements The Audit Committee Charter endows the Audit Committee with the following duties and responsibilities to the Company’s Board of Directors: 1. To review that the Company’s financial reports are correct and sufficient; 2. To review that the Company has appropriate and efficient internal control and internal audit system; to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. To review that the Company complies with laws relating to securities and securities markets, as well as with SET’s rules and regulations and any other laws relating to the Company’s business; 4. 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; 5. 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; 6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and consist of at least the following information; - An opinion on the accuracy, completeness and creditability of the Company’s financial
report, - An opinion on the adequacy of the Company’s internal control system, - 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, - An opinion on the suitability of an auditor, - An opinion on the transactions that may lead to conflicts of interests, - The number of the audit committee meeting, and the attendance of such meeting by each
committee member, - An opinion or overview comment received by the audit committee from its performance of
duties in accordance with the charter, and - Other transactions which, according to the audit committee’s opinion, should be know to
the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and
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7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a quarterly basis; 8. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s Board of Directors. The Audit Committee has 3 years period and may be re-elected to assume the same position. Corporate Governance Committee As of December 31, 2010, the Corporate Governance Committee consists of 3 members as follows: 1. Mr. Somphong Wanapha Corporate Governance Chairman 2. Mrs. Punnee Worawuthichongsathit Corporate Governance Member 3. Ms. Pattama Horrungruang Corporate Governance Member The Corporate Governance Committee shall consider and propose practical guidelines and advices of Good Corporate Governance according to the SET and SEC’s regulations including other institutions. The Company has set the Corporate Governance Policies including business ethics according to the advices from the Corporate Governance Committee who has considered, edited and proposed to the Board of Directors. The company’s Corporate Governance Policy and Business Ethics has been approved by The Board of Directors and become effective already. The Corporate Governance Committee has 3 years period and may be re-elected to assume the same position. Nomination and Remuneration Committee As of December 31, 2010, the Nomination and Remuneration Committee consists of 3 members as follows: 1. Mr. Sudhipan Charumani Nomination and Remuneration Committee Chairman 2. Mr. Chavalit Sethameteekul Nomination and Remuneration Committee Member 3. Mr. Thongchai Anankusri Nomination and Remuneration Committee Member The Nomination and Remuneration Committee handles preliminary selections, as well as to compile relevant data, of suitable candidates for Board’s formal consideration. A short list of suitable Director candidates, together with relevant background information, would be submitted in advance by current directors and/or shareholders for formal consideration in the Board meeting. Such a meeting would first concentrate on the Company’s specific requirements, before proceeding to discuss each candidate in depth on issues of reputation, experience, reliability, known ability and vision, as well as other relevant aspects. Those chosen by the Board would have their names proposed to the forthcoming Shareholders’ Meeting for consideration and approval. The Nomination and Remuneration Committee shall determine the compensation of the Board of Directors and Directors in Sub-Committees for the Board of Directors and the Annual General Meeting of Shareholder’s consideration and approval. Such compensation proposal would be based on the general market trend, information obtained from the Stock Exchange of Thailand, individual responsibility levels and work results, as well as on the Company’s actual performance and prevailing financial strength. The Nomination and Remuneration Committee has 3 years period and may be re-elected to assume the same position. Company Management The Company Management consists of The President & CEO has the responsibility in assigning each management member with appropriate duties and authority in order to enable the Company to implement its policy and strategies, together with its business plans, in an efficiently effective manner and in accordance with the targets and budgets as determined or approved by the Board and/or the Executive Committee.
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Remuneration for Directors and Management 1. Total remuneration for the 10 Directors in 2010 was Baht XX,XXX,XXX (Baht 15,795,000 in 2009), being Board and Committee Meeting Fees and being Compensations, as per following individual details:
2. Total remuneration for the Company’s Executives and Management by way of salaries, bonuses, and provident fund contributions for 19 persons in 2010 was Baht XXX.XX million.
กรรมการ ตำแหน่ง ค่าตอบแทน(บาท) เบี้ยประชุม ค่าตอบแทน รวม กรรมการ 1.นายชวลิตเศรษฐเมธีกุล ประธานกรรมการ/กรรมการสรรหาและ
พิจารณาผลตอบแทน
2.นายธงชัยศรีสมบูรณานนท์ กรรมการ/ประธานกรรมการบริหาร/
กรรมการสรรหาและพิจารณาผลตอบแทน
3.นายสุทธิพันธุ์จารุมณี กรรมการอิสระ/ประธานกรรมการตรวจสอบ/
ประธานกรรมการสรรหาและพิจารณา
ผลตอบแทน
4.นายเดวิดริชาร์ดนาร์โดน กรรมการ/กรรมการบริหาร
5.นายปีเตอร์จอห์นเอ็ดมันสัน กรรมการอิสระ/กรรมการตรวจสอบ
6.นางพรรณีวรวุฒิจงสถิต กรรมการอิสระ/กรรมการตรวจสอบ/
กรรมการบรรษัทภิบาล
7.นายวิวัฒน์จิรัฐติกาลสกุล กรรมการ/กรรมการบริหาร
8.นางสาวปัทมาหอรุ่งเรือง กรรมการ/กรรมการบริหาร/
กรรมการบรรษัทภิบาล
9.นายสมพงษ์วนาภา กรรมการ/ประธานกรรมการบรรษัทภิบาล
10.นายวิกิจหอรุ่งเรือง กรรมการ
รวม
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Good Corporate Governance
Hemaraj Land and Development Plc., subject to the awareness on the importance of good corporate governance, have thus adopted Good Corporate Governance of the Stock Exchange of Thailand (SET) as practical guidelines and tried to continuously improve those perfect practices to achieve good standards, efficiency and transparency in our business operation and enhance confidence to all shareholders, investors and other related parties based on important contents as follows:- Rights of the Shareholders The company have well realized to safeguard rights and benefits of the shareholders by effectively operating our business to build permanent growth and provide suitable remuneration to the shareholders including to encourage the shareholders to exercise their rights in the Shareholders’ Meeting and shall not infringe nor prejudice the shareholders’ rights whatsoever. All shareholders shall be invited to join in Annual Ordinary Meeting or Extraordinary Meeting (if any) as the company shall serve invitation letter and related agendas for consideration prior to all Meetings. The shareholders, as the investors are entitled to vote according to the number of shares holding and each of them shall exercise all votes to conclude the resolution and maintain their benefits and comment toward important decisions, such as, profit allocation and dividend payment, appointment of auditor, prescription of compensation and election the Board of Directors, amendment of Articles of Association and increasing of capital, etc. All shareholders are entitled to receive correct, open, sufficient and update information. The shareholder can appoint any person as its proxy to join in the meeting as deemed appropriate or may appoint Chairman of Audit Committee who is an independent director according to the instruction of the Securities and Exchange Commission (SEC). In such meeting, the company shall provide the shareholders an equal opportunity to inquire company-related business as deemed reasonable. It is the duties and responsibilities of Board of Directors and related senior Managements to join in each Shareholders’Meeting to jointly clarify related details of the agendas and answer all inquiries of the shareholders. In case of it is necessary and unable to join in the meeting, notice must be given to the Chairman of the Board or Office of the Secretary of the company in advance. Equitable treatment of shareholders The company have emphasized and overseen to maintain equitable treatment of shareholders. To ensure a clear and transparent process while enabling the Company to tangibly observe corporate governance, allowing minor shareholders to propose in advance the agenda items for the AGM and nominate directors, criteria were established for proposals made by minor shareholders to identify items that are truly beneficial to the Company and choose qualified individuals as directors who efficiently perform their roles for the best interest of the Company and stakeholders and also through the Company’s web site. All shareholders shall be invited to join in all Ordinary or Extraordinary Meetings. The company shall serve the shareholders invitation letter and related agendas for consideration in advance especially before the Ordinary Shareholders’ Meeting which shall be held once a year within April. The company shall not add any important agenda without advance notice to the shareholders to enable the shareholders to study supporting information before making any decision. Any shareholder unable to personally join in the meeting, the company shall deliver Power of Attorney according to the form prescribed by Ministry of Commerce to such shareholder along with invitation letter to enable such shareholder to assign its proxy to join in the meeting on its behalf. In this regard, the company shall propose name and information of at least one independent director of the company as additional option of the shareholder. The shareholder is entitled to vote according to the number of share holding and each of them must exercise all votes to conclude resolution and maintain benefit of the investor for transparency and traceability. For voting in important agenda, the company shall give voting cards equal to the number of
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agendas to the shareholders upon registration. After the question is satisfactorily answered, the shareholder shall vote on the card of such agenda, the cards shall be gathered and counted by the independent person for transparency. The company have correctly, adequately and clearly recorded Minutes of Meeting for material content and after submitting to SET and SEC sent to the shareholder after 14 days of the Meeting and further publicized such minutes on company’s website. The company have prescribed written guidelines to maintain and safeguard internal information related to the good corporate governance for fairness to the shareholders and to prevent the directors, employees and related persons, such as, spouse, under legal age child and nominee from using internal information which is an important content on changing of share price and still undisclosed to the public to sell and purchase share. In this regard, pursuant to the Securities and Exchange Act, B.E. 2535, the directors and Managements must report the possession of company’s securities upon first admission and further report all securities transaction to SEC within 3 working days and the company shall compile such report as agendas to regularly inform the Board of Directors’ Meeting. Roles of the Stakeholders The company have realized to the rights of all groups of stakeholders, i.e. from shareholder, employee, customer, debtor, supplier and competitor, environment and society and government agencies to receive appropriate care of rights and free from any infringement according to related laws or agreements by prescribing rules on treatment of stakeholders in each group as follows:-
Shareholders Disclosure of important information both related to financial and non-financial to the shareholder correctly, adequately, equally and in time via several channels, such as, company’s website, newspaper advertising or written letter, etc.
Employees The company value every of its employees with its consideration that they are worthy resource without discrimination, providing a good safety working environment, provide them to know policy and their entitled welfare by producing employee manual to prescribe working rules and regulations, group health insurance manual, group life insurance, life provident fund, etc.. Moreover, it also emphasizes on development of knowledge, ability and skill of employee by providing of a budget for them to attend annually training in order to enhance their efficiency and develop their skill, expertise and ability to perform their duties effectively.
Customers Concern on the customer’s satisfaction and strictly comply with contract or agreed conditions and attentively solve all problems claimed or suggested by the customers.
Creditor, Supplier and Competitor Comply with good competition rules, such as, comply with terms and conditions of the contract, do not take any trading advantage nor exploit benefit by giving false or untrue information nor use dishonest method to destroy the competitor.
Environment and Society The company have environmental policy to develop industrial estate which is the company’s major business simultaneously with environmental conservation according to the environmental management standard ISO 14001. In social respect, the company have policy to promote participation with other social organizations, communities and neighboring establishments in education, safety, fire prevention and others, such as, to establish scholarship project to the community schools, company visitation program and establishment of security center and fire prevention for group of companies.
Government agencies Comply with related laws, rules, regulations and official stipulations including also good cooperation with government agencies. The company emphasized to strictly comply with environmental laws and standards by prescribing all managements and employees to strictly observe and perform their duties according to the rules, regulations, laws, policies, requirements and standards related to the quality, safety, occupational health and
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environment. In addition, the company also publicized to build knowledge and understanding on procedures and precautions for correct practice, free from danger to the health, property and environment . Moreover, the company also developed, reviewed and corrected thereof, strongly and continuously shared the responsibility to the safety, occupational health and environment of the society, using natural resources for optimal benefit with awareness to the important of environment and safety of related stakeholders including to promote social activities to conserve environment and develop living quality permanently. Moreover, the Company provides channel to report any misconduct directly to the board of directors through the Company’s website or any issue can be sent directly as follows: 1. Direct submission to the Company Secretary’s office 1.1 Telephone number 02-719-9555 1.2 Facsimile number 02-719-95646-47 1.3 E-mail : [email protected] 2. Direct E-mail the Chairman of the Audit Committee E-mail : [email protected] Disclosure of Information and Transparency The company have disclosed financial information and other information related to business and operating result in correct, sufficient, regular, update and credible manner via the Stock Exchange in the Annual Information Form (Form 56-1) and Annual Report (56-2) and on www.hemaraj.com and [email protected] both in update Thai and English version to enable the investor to clearly know and/or study about the company. In addition, the senior management also held seminar between senior management and investment facilitator, analyst and economic reporter both domestic and abroad regularly and invite all interesting parties from several important sectors to visit industrial estate of the company. In addition, the company also established “Investor Relation” unit to directly publicize information beneficial to the investors, shareholders, related parties, general publics, financial institute and securities analysts. Important information of the company is consisted of financial and non-financial information, particularly, the financial statements of the company has been reviewed/audited from the auditor that it is correct in according to the general certified accounting principles and duly approved from the Audit Committee/Board of Directors before disclosing to the shareholders. The Board of Directors have disclosed their responsibilities toward such financial report in the annual report. For the disclosure of non-financial information, the company have disclosed interrelated items, discussion of management and risk management including good corporate governance report in annual report and Form 56-1 and company’s website. The company have disclosed details of roles and responsibilities of Board of Director, sub-committee, frequency of the Meeting and frequency of participation of each director, comment of the Board on business operation and also disclosed compensation payment policy for directors and senior managements in the annual disclosure form (form 56-1) and annual report of the company. Responsibilities of the Board of Directors Structure of the Board of Directors The Board of Directors can be divided into groups characterized by qualification prescribe in regulation of SET and SEC as follows: - Directors who are Management groups - Directors who are not Managment - Directors who are independent. At least 1/3, but not less than 3 members, of the Board of Directors must be independent directors. Presently, the Company has 10 directors, consisted of the directors who are not Management 6 persons of which 4 persons are independent directors. The Board of Directors shall assume their positions for 3 years whereby 1/3 directors shall be resigned in every Annual Ordinary Meetings. In case it is undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elect to assume the same position.
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The Company have prescribed qualification of independent director who have well knowledge in Finance, Economic, Accounting, public administration and other field of businesses suitable as standard factors to safeguard benefit of the shareholders and others. Additionally, to have qualification according to such prescribed in regulation of SET and SEC. The Company have policy to allow the director to assume as director in other companies as deemed appropriate. In case of being the director in the same business, information about position of each director must be disclosed to the shareholders. The Company have policy to allow the director to assume as director in the listed companies not exceed 5 (five) companies. And in case of being the director in the same business, the information about position of each director must be disclosed to the shareholders. The Company do not allow Chief Executive Officer or senior management to assume the same position in other companies at too high degree until resulting inefficient performance. In case of being the chief executive officer or senior management in other companies in the same business, information about position of each director must be disclosed to the shareholders. The Company have clearly separated Chairman of the Board, the Chief Executive Officer and their duties. The Company has appointed a Company Secretary to provide advices on legal aspect, rules and regulations of SEC, SET and other laws which should be known and coordinate to comply with resolution of the Board and oversee activities of the Board.
Roles and Responsibilities of the Board of Directors The roles and responsibilities of the Board of Directors are as prescribed by the relevant laws, rules and regulations while the roles and responsibilities of the committees are also clearly defined. This allows the Board and the committees to review and provide appropriate advice within the scope of its roles and responsibilities. The roles and responsibilities of the Company’s Board of Directors are as follows: - The Company’s directors must be knowledgeable, capable and experienced. They must also have an interest in the business of the company in which they are directors, as well as having honesty and integrity in conducting such businesses. - The Directors must perform their duties with honesty and care according to the relevant laws, The SET’s and SEC’s roles and regulation as well as with good corporate governance principles. They must also protect the rights of the Company, in addition to being accountable to the Company’s shareholders. - The Board of Directors’ prime responsibility is to formulate corporate vision, overall policies and major strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits for the Shareholders. This responsibility includes effective control and supervision of the Management to assure that Board instructions are put into practice with efficiency and in line with relevant rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate governance principles. The Board of Directors may appoint or designate any committees or others to perform their roles on behalf of the Board of Directors as well as cancel or change or overrule the roles under their consideration. - The Board of Directors must manage to have effective internal control system and internal audit system.
Sub-committee The Board of Directors can set committees to assist in the study and screening of some specific tasks on behalf of the board. The qualifications and scope of work of each sub-committee will be defined. The company have therefore appointed sub-committees as follows: - - The Executive Committee, presently consisted of 4 directors, has been assigned by the Board of Directors to help formulate the Company’s operation policy and strategies, and to supervise and ensure that such approved policy and strategies are followed through by the Management with efficiency and safety, so that the Company successfully attains its desired goals. - Audit Committee, having duties and responsibilities to the Board of Directors, as follows:- 1. To review that the Company’s financial reports are correct and sufficient; 2. To review that the Company has appropriate and efficient internal control and internal audit systems;
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3. To review that the Company complies with laws relating to securities and securities markets, as well as with SET’s rules and regulations and any other laws relating to the Company’s business; 4. To consider, select and propose the appointment of the Company’s statutory auditor and to propose his professional fees; 5. To consider whether the Company discloses correct and adequate information with regards to third party transactions or any transactions with a conflict-of-interest tendency; 6. To include in the Company’s annual report the Audit Committee’s own review result, expressing opinion on the Company’s internal control system, as well as on the preparatory procedure and data disclosure of the financial statements. This review report shall be signed by the audit committee chairman; 7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a quarterly basis; 8. To participate in the appointment, removal, work assessment and remuneration granting of the internal auditor; and 9. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s Board of Directors. - The Nomination and Remuneration Committee, consisted of 3 directors, having duties and responsibilities as follows: - As Nomination role, to assist in identifying qualified individuals to be nominated as a Director and Chief Executive Officer based on appropriate criterion for approval by the Company’s Board of Directors and/or the General Meeting of Shareholders, as the case may be. As Remuneration role, to study, evaluate and propose the remuneration of Board of Directors and to propose to be approved by the Annual General Shareholders Meeting. - The Corporate Governance Committee, consisted of 3 directors, to consider and propose practical guidelines and advices of good corporate governance according to the SET and SEC’s regulations to Board of Directors.
Corporate Governance Policy: The Board of Directors have launched the Good Corporate Governance Policy, complied with and regularly reviewed such policy once a year.
Code of Business Conduct: The Company has established Code of Business Conduct as manual for Board of Directors, executive officer and employee to understand and comply with such code thoroughly.
Conflict of Interest: The Company’s Board of Directors and Management have been acknowledged and realized the importance of legal and ethical conflict of interest and related transactions guidelines. The company has disclosed, in accordance with the regulations of Stock Exchange of Thailand, such information, detail and reason/necessity, if any in the company’s Annual Report and the 56-1 Form. The Company further uses the Audit Committee, internal auditors, external auditors, and external lawyers to review compliance. Additionally, in case of any normal businesses or supporting normal business transactions in the future, therefore, the Board of Directors have approved in principle that the management could approve those above transactions, which must be a transaction with the same commercial terms as those an the company would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person according to the Securities and Exchange Act (No.4) B.E. 2551.
Internal controlling system and internal audit: The Company is aware of the inportance of internal control system and establishes the Company’s internal control system to be applied adequately and appropriately for operations in order to protect any potential damages to the Company. The audit committee is responsible to review that the Company has appropriate and efficient internal control and internal audit systems. Through its basic quarterly discussions with the outsourced professional internal Auditor, the experienced External Auditor, and appropriate Management representatives, the Audit Committee, whose members are also well acquainted with accounting and financial issues, is confident that the Company, together with its subsidiaries, are equipped with a dependable system of internal control, of which the outsourced internal audit function constitutes an important integral part. Such review has been reported for Board acknowledgement subsequent to each quarterly meeting of the Audit Committee.
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Risk Management The Board of directors gives high priority to the risk management by assign the Company to consistently evaluate company risk factors and analyze the impacts on those risks and implement the measures to counter those risks and regularly report to the Board of directors.
Usage of internal information: The company have measures to respond SET’s policy to prevent unauthorized use of internal material information of the company by its personnel (or related party) or leakage to specific individual or group of the outsiders before generally publicized by the company. In this regard, the Company has announced to all personnel especially at Management level about ethics, reputation and image of the company including rules and methods of SET and SEC regarding such matter and duties to disclose and report about share holding or changing thereof.
The Board of Directors’ Meeting The Board shall prescribe Meeting date in advance which shall be held at least 4 times a year to certify quarterly financial statement of the company. In this regard, the Audit Committee shall review the accuracy and completeness of information disclosed in financial statements and further report to the Board of Directors on quarterly basis. In addition to those above mentioned Meetings, the company also holds the meetings to consider business operations as deemed necessary including in urgent matters if necessary. In each meeting, the Chairman of the Board and Chief Executive Officer shall jointly consider several matters to be included in the agendas. For other matters, each director can propose the matter as he deemed important and necessary to the meeting. The company shall serve invitation letter, agendas and supporting details to the Board for consideration in advance before each meeting. For matter of nondisclosure agendas shall be discussed in the Meeting. The Chairman of Board of Directors shall allocate times for the Management to propose its concerned matter and the directors shall sufficiently, carefully and thoroughly debate all problems and allow the Board to carefully discreet all issues included in the Meeting. The Board shall invite senior executives to join in the Meeting to provide information, details and additional information related to those problems to enable the Meeting to know all adequate information. The company allows non-management independent directors to hold the meeting to jointly discuss all possible issues without participation of the Management. During the period from January to December 2010, the Company held 5 Board of Directors’ Meetings of both regular and emergency natures which most Board of Directors attended the Meetings except on urgent business or on the oversea business trips. Name of Director Board of Audit Nomination and Good Corporate Directors Committee Remuneration Governance Committee Committee
Mr. Chavalit Sethameteekul 5/5 - 1/1 - Mr. Thongchai Srisomburananonta 5/5 - 1/1 - Mr. David Richard Nardone 5/5 - - - Mr. Sudhipan Charumani 5/5 4/4 1/1 - Mr. Peter John Edmondson 5/5 4/4 - - Mrs. Punnee Worawuthichongsathit 5/5 4/4 - 2/2 Mr. Vivat Jiratikarnsakul 5/5 - - - Ms. Pattama Horrungruang 5/5 - - 2/2 Mr. Somphong Wanapha 5/5 - - 2/2 Mr. Vikit Horrungruang 5/5 - - -
Self-assessment of Board of Directors The Board of Directors shall regularly conduct self-assessment according to the form of the company to jointly consider their performances and problems to find out appropriate improvement.
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In order to prepare the personnel who can take action on behalf of the manager director/president of operating staff who are unable to perform the duty or seek out of its terms including minimize the risk or impact of the discontinuance to the company’s management performance, the Company has prepare the plan to inherit the position including with the setting up the training, and knowledge and capacity development for the director to have understanding, experiences and readiness to execute the work by the person who has appropriate qualification as appointed to be selected in such position.
Remuneration of Directors and Management Remuneration of the Board of Directors including subcommittees have been evaluated and considered by the Nomination and Remuneration Committee to propose to be considered by the Board of Directors and then proposed for an approval in the Annual General Shareholder’s Meeting. Such compensation proposals are based on market trend including data from SET, individual responsibility level and Board performance, as well as the Company’s actual performance and prevailing financial strength. For the top executive level and CEO, compensations are determined by the Executive Committee, taking into account such factors as the basic in-house rates, the prevailing employment environments, work performance or contribution to the Company, the degree of dedication shown and the Company’s own specific needs. These consideration factors are deemed to provide a suitable package for the recruitment and retention of quality personnel for the Company’s benefits.
Directors and Managements Development The Board of Directors has policy to promote training and education to the directors, audit committee, management, secretary and employee of the company about corporate governance, business ethics and compliance with quality management system standard ISO 9001:2000 to continuously improve their performances. The company shall, especially, promote the directors and secretary to attend several training courses of Institute of Directors. The company will provide director manual that included all important information about nature and business operation of the company for new director to study and as guidelines for proper implementation.
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The Board of Directors of Hemaraj Land and Development Public Company Limited realizes its role and responsibility as the Directors of a listed company in supervising the Company to have the Financial Reports of year 2010 to present sufficient in materiality, relevant and transparent financial and accounting information. Appropriate accounting policies have been put in place and adhered to on a consistent basis according to the generally accepted accounting principle while due consideration has been placed on the process of preparing the Company’s and the Consolidated fiscal year 2010 financial statements including other information that have been included in the annual report of this year. The Audit Committee, who is appointed by the Company’s Board of Directors, comprising of independent directors fully qualified in accordance with the requirement of the Stock Exchange of Thailand have reviewed and ensure accuracy and sufficiency of the financial report including accurate and complete disclosure of connected transactions or transactions with possible conflict of interests. Also, to have sufficient and effective internal control and internal audit system, risk management and appropriate corporate governance and to be compliance with the requirement of the Stock Exchange of Thailand and relevant rules and regulations. The Company’s Board of Directors is of the opinion that the financial statements and financial reports for the year 2010 of the Company and the Subsidiaries, which have been reviewed by the Audit Committee in conjunction with the management, and audited by the Company’s auditors, reflect accurate financial position, operational results and cash flow status as appropriate in material aspect in accordance with consistent appropriate accounting policies and with generally accepted accounting standards, according to relevant rules and regulations.
(Mr.David Richard Nardone) (Mr.Chavalit Sethameteekul) President & CEO Chairman of the Board of Directors
Report on Responsibilities of the Board of Directors Towards the Financial Report of the year 2010
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The Audit Committee of Hemaraj Land And Development Public Company Limited has the following independent non-executive directors as its members: 1) Mr. Sudhipan Charumani Audit Committee Chairman 2) Mr. Peter J. Edmondson Audit Committee Member 3) Mrs. Punnee Worawuthichongsathit Audit Committee Member The Audit Committee members are qualified in accordance with the rules and regulations for Audit Committees, as issued by the Securities and Exchange Commission and the Stock Exchange of Thailand. The Audit Committee has fulfilled its responsibilities according to the scope and duties assigned by the Board of Directors in compliance with its Charter and official regulations. Four formal Audit Committee meetings were held in respect of its 2010 financial year duties. By invitation, such meetings were also attended by the internal and external auditors, as well as by members of the company management, inclusive of the Chief Financial Officer, with occasional participations by the Chief Executive Officer and the Company’s external legal council upon requests. Moreover, the Audit Committee also arranged time to meet with the internal and external auditors without executives of the Company being present. Two such meetings were officially arranged at mid-year and at year-end respectively, with informal consultations additionally held as deemed necessary. The activities of the Audit Committee covered the following areas:
1. Review of the interim and annual financial statements of 2010 to verify that the statements were accurate and complete, and that relevant supporting financial information was disclosed. The review was conducted with input from the management and the external auditors. The Audit Committee and external auditors agreed that the financial statements were correct and had been prepared in accordance with generally accepted accounting principles. It should be hereby mentioned that as a Thai listed public company, the Company at 2010 year-end was in the process of assessing the impact on itself from the Federation of Accounting Professionals of Thailand’s new sets of accounting standards, which would be applied from the 2011 financial year onwards, in conjunction with international practice.
2. Review of the internal control system in order to verify that the system was appropriate and effective in meeting its objectives. The review was conducted with input from the internal auditors, coupled with discussions with the external auditors, which did not reveal any significant weaknesses or deficiencies. The Audit Committee and both the internal and external auditors are of the view that the prevailing internal control system meets the requirements of the SET and SEC, and are adequate to safeguard assets and provide sufficient disclosure of information.
3. Review of the internal audit function to ensure its effectiveness and independence. The internal audit function is conducted by a reputable outsourced audit firm. Work is performed in accordance with a program jointly studied and approved on a continuing basis by the Audit Committee, together with the management . The internal auditors report their findings to both the Audit Committee and the management on a quarterly basis, and the Audit Committee believes that the internal audit function of the Company is appropriate, effective and independent.
4. Review of compliance with the Securities and Exchange Acts, other relevant laws and SEC-SET regulations, as well as the Company’s own rules and obligations to external parties. This review, which was performed by the Audit Committee members, with contracted assistance from the internal auditors, did not find any significant instances of non-compliance.
5. Review of, and giving opinion on, connected transactions and transactions potentially giving rise to conflicts of interest, together with the aspect of information disclosure on such transactions in compliance with the regulations of the SET and SEC. The Audit Committee and both the internal and external auditors were of the opinion that such transactions had fully and appropriately been disclosed in the financial statements and notes thereto, and were reasonable, of a normal business nature, as well as being beneficial to the Company.
Audit Committee Report for 2010
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6 Considering the appointment of external auditors and their remuneration for the year 2011, and recommending such to the Board of Directors for submission to the Shareholders’ Annual General Meeting. Having considered past performance, independence and remuneration issues, the Audit Committee was satisfied with audit personnel of the present external audit firm, A.M.T. & Associates, on all counts. The Audit Committee thus recommended that the 2010-external-auditor Mrs. Natsarak Sarochanunjeen (Certified Public Accountant registration number 4563), or Professor Kesree Narongdej (Certified Public Accountant registration number 76) or Mr.Sumit Khuapiboon (Certified Public Accountant registration number 4885), all of A.M.T. & Associates, be appointed the Company’s external auditor for the financial year ending 31st December 2011 at a remuneration of Bath 1,240,000. This represented a Baht 110,000 increment from the 2009-2010 levels, due largely to increased consolidation work volume resulting from the acquisition of 3 new subsidiary companies. The Audit Committee also agreed to recommend the appointment of Mrs. Natsarak Sarochanunjeen or Professor Kesree Narongdej or Mr.Sumit Khuapiboon or Mr.Chaiyuth Angsuwithaya (Certified Public Accountant registration number 3885) or Mr. Somchai Kanjanawongpaisarn (Certified Public Accountant registration number 3428), each of A.M.T. & Associates, to serve as the external auditor of the Company’s subsidiaries for the 2011 financial year at a remuneration of Baht 3,400,000. This denoted a Baht 700,000 increase from the 2009-2010 levels, due mostly to the addition of the 3 newly acquired subsidiaries. The present and proposed external auditors have no family, financial interest, employment, investment or business relationship with the Company or any of its subsidiaries, other than in the normal course of audit business. In summary, the Audit Committee, in the course of discharging its Chartered responsibilities as assigned by the Board of Directors, found that the Company had presented its financial and operational information in a true and fair manner, had appropriate and effective internal controls and audit and risk management, had complied with laws, regulations and obligations, and had disclosed connected transactions correctly. Moreover, the Company continued to emphasize good corporate governance principles, and received a top-classification score in the National CG Committee’s 2010-reports in respect of its AGM conducting, as well as and its comparative CG standing, amongst Thai listed companies.
Sudhipan Charumani
Chairman of the Audit Committee 12th March 2011
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To the Shareholders of Hemaraj Land and Development Public Company Limited I have audited the consolidated balance sheets of Hemaraj Land and Development Public Company Limited and its subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of changes in shareholders’ equity, income and cash flows for the years then ended. I have also audited the financial statements for the same periods of Hemaraj Land and Development Public Company Limited. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. As described in note 10 to the financial statements, I have not audited the financial statements of two subsidiaries (on October 1, 2010, the Company acquired additional investment from 25% to 100%) which were included in the consolidated financial statements for the year ended December 31, 2010. The financial statements for those two subsidiaries reflect total assets as of December 31, 2010 of Baht 1,499.92 million, and total revenues from October 1, 2010 to December 31, 2010 of Baht 29.42 million. The financial statements of those subsidiaries have been audited by other auditor whose reports have been furnished to me, and my report, insofar as it relates to the amounts for those subsidiaries included in the consolidated financial statements for the year ended December 31, 2010, are based solely on the reports of the said auditor. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion. Based on my audits and other auditor’s report as mentioned in the first paragraph, in my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hemaraj Land and Development Public Company Limited and its subsidiaries and of Hemaraj Land and Development Public Company Limited as of December 31, 2010 and 2009, the results of their operations, and cash flows for the years then ended in conformity with generally accepted accounting principles. Without qualifying opinion to the above financial statements, I draw attention on the matter as discussed in note10.2 to financial statements that on October 1, 2010, the Company acquired additional investment in two associates from 25% to 100% resulting in changing those two associates to subsidiaries. As a result, the Company’s consolidated financial statements have already included those two subsidiaries’ balance sheets as of December 31, 2010 and statements of income from October 1, 2010 to December 31, 2010. On October 1, 2010, the Company’s payment of Baht 763.69 million for the additional investment acquisition of those two subsidiaries resulted in a gain from a bargain purchase presenting a profit of Baht 145.41 million in the consolidated statements of income for the year ended December 31, 2010.
(Natsarak Sarochanunjeen) C.P.A (THAILAND) Registration No. 4563 A.M.T. & ASSOCIATES Bangkok, Thailand February 28, 2011
Independent Certified Public Accountants’ Report
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Balance SheetsHemaraj Land and Development Public Company Limited and Its SubsidiariesAs at December 31, 2010 and 2009
The accompanying notes to financial statements are an integral part of these statements.
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS ASSETS NOTE 2010 2009 2010 2009
CURRENT ASSETS
Cash and cash equivalents 6 3,516,614,394.23 909,430,084.97 3,001,237,078.14 525,127,783.23
Temporary investments -
marketable securities, net 755,798.96 600,342.36 755,798.96 600,342.36
Trade account receivables
Related parties, net 7 70,620.40 2,286,088.44 34,258,661.43 29,175,393.14
Other parties, net 7 195,246,817.85 132,980,476.01 17,634,387.72 9,268,004.19
Unbilled completed work 7 365,485,061.27 215,482,928.21 78,960,609.00 63,380,832.09
Short - term loans and advance
to related parties 5 5,629,016.44 5,627,942.47 1,033,768,366.76 724,452,492.75
Inventory 11,040,000.00 11,520,000.00 11,040,000.00 11,520,000.00
Cost of real estate developments, net 9, 28 and 29 7,046,528,352.61 6,371,980,818.17 1,486,393,762.01 1,884,398,188.52
Other current assets
Revenue department receivable 41,282,628.25 2,171,777.95 31,045,720.45 -
Interest receivables 456,968.67 4,340,592.42 456,968.67 4,340,592.42
Others 18,754,961.58 28,019,473.20 6,192,868.10 8,067,948.54
Total Current Assets 11,201,864,620.26 7,684,440,524.20 5,701,744,221.24 3,260,331,577.24
NON - CURRENT ASSETS
Deposit at financial institution
with commitment 6 and 28 766,176,577.64 2,059,901,000.00 766,176,577.64 2,059,901,000.00
Investments in subsidiaries 5, 10 and 28 - - 3,935,034,591.50 2,931,595,206.50
Investments in associates 2.2, 5, 10, 28 and 29 3,479,385,280.15 763,408,020.52 2,988,869,244.04 640,369,244.04
Other long - term investments
Related parties, net 11 1,500,000.00 1,500,000.00 - -
Other parties, net 11, 28 and 29 142,783,002.50 142,783,002.50 142,500,002.50 142,500,002.50
Assets for rent, net 12 and 28 2,021,019,844.15 2,077,394,869.55 85,720,072.77 91,324,397.16
Property, plant and equipment, net 13 and 28 574,087,219.51 440,117,205.76 91,494,979.75 94,123,951.27
Other non - current assets
Leasehold land and land held
for commercial purposes, net 14 and 28 314,936,500.00 314,936,500.00 314,936,500.00 314,936,500.00
Sinking fund, net 15 and 29 80,309,310.50 82,359,744.69 19,683,721.98 21,214,259.95
Advance payment for right 109,890,841.22 106,937,302.50 109,890,841.22 106,937,302.50
Others, net 23,436,191.39 6,891,466.15 20,277,429.05 2,935,055.66
Total Non - Current Assets 7,513,524,767.06 5,996,229,111.67 8,474,583,960.45 6,405,836,919.58
TOTAL ASSETS 18,715,389,387.32 13,680,669,635.87 14,176,328,181.69 9,666,168,496.82
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BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS LIABILITIES AND SHAREHOLDERS’ EQUITY
NOTE 2010 2009 2010 2009
CURRENT LIABILITIES
Short-term loans from financial
institutions 16 - 450,000,000.00 - 450,000,000.00
Trade account payables
Related parties 4,073,977.41 2,921,314.93 893,241.35 6,991,431.36
Other parties 209,246,369.23 216,492,490.17 11,478,466.91 9,479,728.02
Current portion of long - term loans 20 and 28 656,428,432.70 719,483,965.00 353,750,750.00 389,805,500.00
Current portion of long -
term loans by scheduled transfer 20 and 28 93,505,125.00 311,641,440.00 17,343,625.00 244,885,250.00
Short - term loans and advance
from related parties 5 - 267,394,103.76 - 237,394,103.76
Short - term loans from other
parties and other persons 17 and 28 30,000,000.00 450,000,000.00 - 420,000,000.00
Other current liabilities
Unearned income and income
received in advance 8 861,882,623.30 599,683,192.77 11,704,688.88 20,178,712.02
Accrued interest expenses 65,027,324.08 5,204,181.87 64,841,907.67 4,895,318.17
Accrued expenses 49,174,322.08 29,329,504.66 28,697,289.89 18,032,693.99
Other account payables 5,276,024.15 6,815,234.01 1,178,616.39 1,155,885.37
Accrued income tax 26 48,511,027.84 62,921,742.41 - 44,636,676.76
Revenue department payable 19,955,087.37 12,562,607.03 10,920,832.41 6,872,793.47
Accrued specific business tax
and transfer fee 18,864,315.28 - 4,602,959.37 -
Dividend payable 22 8,143,925.76 6,425,129.06 8,143,684.77 6,424,825.22
Others 57,270,784.05 24,164,497.25 9,103,066.41 10,814,358.09
Total Current Liabilities 2,127,359,338.25 3,165,039,402.92 522,659,129.05 1,871,567,276.23
NON - CURRENT LIABILITIES
Debentures 18 6,000,000,000.00 - 6,000,000,000.00 -
Other long - term loans, net 20 and 28 1,230,982,991.68 1,859,139,214.38 975,000,000.00 1,135,114,750.00
Long - term loans and advance
from related party 5 and 19 - - 988,693,397.33 1,058,559,125.42
Other non - current liabilities
Retention payables 71,274,799.45 78,731,424.74 20,352,439.61 27,869,881.94
Guarantee received 120,712,702.01 96,831,540.63 3,529,000.00 5,169,050.00
Deferred leasehold right income
Related party, net 5 - - 55,879,791.88 58,363,791.84
Other parties, net 15,049,613.35 16,987,857.64 - -
Others 11,379,029.85 5,353,007.81 9,766,447.31 2,705,526.11
Total Non - Current Liabilities 7,449,399,136.34 2,057,043,045.20 8,053,221,076.13 2,287,782,125.31
TOTAL LIABILITIES 9,576,758,474.59 5,222,082,448.12 8,575,880,205.18 4,159,349,401.54
Balance Sheets (Continued)Hemaraj Land and Development Public Company Limited and Its Subsidiaries
As at December 31, 2010 and 2009
The accompanying notes to financial statements are an integral part of these statements.
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Balance Sheets (Continued)Hemaraj Land and Development Public Company Limited and Its SubsidiariesAs at December 31, 2010 and 2009
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS LIABILITIES AND SHAREHOLDERS’ EQUITY
NOTE 2010 2009 2010 2009
SHAREHOLDERS’ EQUITY
Share capital - Baht 0.40 par value
Authorized share capital
Common stocks
15,000,000,000 shares 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00
Issued and paid-up share capital
Common stocks
9,705,186,191 shares 3,882,074,476.40 3,882,074,476.40 3,882,074,476.40 3,882,074,476.40
Premium (discount) on
common stocks, net 438,704,620.10 438,704,620.10 438,704,620.10 438,704,620.10
Unrealized gain (loss) from changes in
carrying amount of
available-for-sale securities 477,211.62 321,755.02 477,211.62 321,755.02
Translation of financial statements
differences (32,062,345.83) (30,268,955.06) - -
Retained earnings
Appropriated - legal reserve 22 588,247,395.00 535,664,645.14 409,930,799.66 378,570,532.18
Unappropriated 3,894,949,609.59 3,265,337,687.05 869,260,868.73 807,147,711.58
Total Equity of Parent
Company’s Shareholders 8,772,390,966.88 8,091,834,228.65 5,600,447,976.51 5,506,819,095.28
Minority interest 366,239,945.85 366,752,959.10 - -
Total Shareholders’ Equity 9,138,630,912.73 8,458,587,187.75 5,600,447,976.51 5,506,819,095.28
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY 18,715,389,387.32 13,680,669,635.87 14,176,328,181.69 9,666,168,496.82
The accompanying notes to financial statements are an integral part of these statements.
รายงานประจํ าปี 2553 • Annual Report 2010
148
Statements of IncomeHemaraj Land and Development Public Company Limited and Its Subsidiaries
For the years ended December 31, 2010 and 2009
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS NOTE 2010 2009 2010 2009
REVENUES
Sales of land 1,486,183,484.53 688,618,386.66 183,832,522.11 1,199,909.36
Sales of pre-fabricated factory 272,175,113.80 42,776,200.00 - -
Sales of condominium 493,722,496.82 (57,472,769.71) 493,722,496.82 (57,472,769.71)
Services income 5 1,433,175,676.88 1,375,831,672.83 156,492,200.34 156,260,762.96
Other income
Gain from bargain purchase 10.2 145,408,440.80 - - -
Interest income 5 77,485,444.44 73,798,505.45 91,418,172.49 83,133,604.49
Management income and commission fee 5 23,963,966.83 33,184,365.20 77,376,177.91 67,000,593.60
Dividend income 10 64,616,271.82 35,966,583.35 611,335,485.52 695,536,334.94
Gain on exchange rate - 30,122.33 69,584,941.05 33,984,147.92
Others 23,488,593.78 29,968,823.69 14,408,142.11 13,134,084.21
Total Revenues 4,020,219,489.70 2,222,701,889.80 1,698,170,138.35 992,776,667.77
EXPENSES
Cost of land sales 964,293,216.18 385,271,928.68 134,577,533.91 335,239.42
Cost of pre-fabricated factory sales 178,643,192.87 35,654,970.94 - -
Cost of condominium sales 270,623,225.07 (20,538,302.18) 270,623,225.07 (14,418,302.18)
Cost of services 5 841,585,894.74 789,102,263.82 111,243,024.42 125,621,493.82
Selling expenses 122,262,065.63 59,537,781.15 55,816,021.13 32,975,439.02
General and administrative expenses 421,696,408.84 334,114,552.48 258,139,889.74 193,565,634.31
Director remuneration 23 24,690,000.00 24,335,000.00 16,150,000.00 15,795,000.00
Total Expenses 2,823,794,003.33 1,607,478,194.89 846,549,694.27 353,874,504.39
PROFIT BEFORE SHARE OF PROFITS
FROM INVESTMENTS IN ASSOCIATES 1,196,425,486.37 615,223,694.91 851,620,444.08 638,902,163.38
SHARE OF PROFITS FROM
INVESTMENTS IN ASSOCIATES 2.2 and 10 421,954,962.86 80,619,045.21 - -
PROFIT BEFORE FINANCE COSTS
AND INCOME TAX EXPENSES 1,618,380,449.23 695,842,740.12 851,620,444.08 638,902,163.38
FINANCE COSTS 5 (284,069,552.72) (143,753,206.61) (268,467,016.80) (144,660,125.59)
PROFIT BEFORE INCOME TAX EXPENSES 1,334,310,896.51 552,089,533.51 583,153,427.28 494,242,037.79
INCOME TAX EXPENSES 26 (46,896,960.95) 46,793,493.91 44,051,922.26 102,295,701.62
NET PROFIT 1,287,413,935.56 598,883,027.42 627,205,349.54 596,537,739.41
Profit attributable to:
Equity holders of the parent 1,215,926,597.31 575,238,626.43 627,205,349.54 596,537,739.41
Minority interests 71,487,338.25 23,644,400.99 - -
1,287,413,935.56 598,883,027.42 627,205,349.54 596,537,739.41
BASIC EARNINGS PER SHARE
Net profit attributable to equity holders
of the parent 0.13 0.06 0.06 0.06
Weighted average number of ordinary
shares (shares) 9,705,186,191 9,482,856,164 9,705,186,191 9,482,856,164
The accompanying notes to financial statements are an integral part of these statements.
รายงานประจํ าปี 2553 • Annual Report 2010
149
Stat
emen
ts o
f Cha
nges
in
Shar
ehol
ders
’ Equ
ity
Hem
araj
Lan
d an
d Dev
elop
men
t Pu
blic C
ompa
ny L
imited
and
Its
Sub
sidi
arie
sFo
r Th
e Yea
rs E
nded
Dec
embe
r 31
, 201
0 And
200
9
Sepa
rate
Fin
ancial
Sta
tem
ents
BAH
T
Unr
ealiz
ed g
ain
(loss
) fro
m cha
nges
Ret
aine
d ea
rnin
gs
Pr
emiu
m
in c
arry
ing
Una
ppro
pria
ted
Issu
ed a
nd
(d
isco
unt)
amou
nt o
f
Ret
aine
d
pa
id-u
p
on
com
mon
av
aila
ble-
for-
sale
App
ropr
iate
d ea
rnin
gs -
NOTE
sh
are
capi
tal
War
rant
s stoc
ks, n
et
secu
ritie
s lega
l res
erve
Una
ppro
pria
ted
Tota
l
Beg
inni
ng b
alan
ce a
s of
Jan
uary
1, 2
010
3,88
2,07
4,47
6.40
-
438,
704,
620.
10
321,
755.
02
378,
570,
532.
18
807,
147,
711.
58
5,50
6,81
9,09
5.28
Unr
ealiz
ed g
ain
from
cha
nges
in
carr
ying
am
ount
of av
aila
ble-
for-
sale
sec
uritie
s
- -
- 15
5,45
6.60
-
- 15
5,45
6.60
Net
pro
fit
-
- -
- -
627,
205,
349.
54
627,
205,
349.
54
App
ropr
iate
d - le
gal re
serv
e
22
- -
- -
31,3
60,2
67.4
8 (3
1,36
0,26
7.48
) -
Div
iden
d pa
id
22
- -
- -
- (5
33,7
31,9
24.9
1)
(533
,731
,924
.91)
End
ing
bala
nce
as o
f Dec
embe
r 31
, 201
0
3,
882,
074,
476.
40
- 43
8,70
4,62
0.10
47
7,21
1.62
40
9,93
0,79
9.66
86
9,26
0,86
8.73
5,
600,
447,
976.
51
Beg
inni
ng b
alan
ce a
s of
Jan
uary
1, 2
009
3,75
2,73
6,41
1.60
92
7,63
7.64
47
5,60
8,36
6.36
94
,558
.36
348,
743,
645.
21
568,
796,
041.
94
5,14
6,90
6,66
1.11
Unr
ealiz
ed g
ain
from
cha
nges
in
carr
ying
am
ount
of av
aila
ble-
for-
sale
sec
uritie
s
- -
- 22
7,19
6.66
-
- 22
7,19
6.66
Net
pro
fit
-
- -
- -
596,
537,
739.
41
596,
537,
739.
41
App
ropr
iate
d - le
gal re
serv
e
22
- -
- -
29,8
26,8
86.9
7 (2
9,82
6,88
6.97
) -
Div
iden
d pa
id
22
- -
- -
- (3
28,3
59,1
82.8
0)
(328
,359
,182
.80)
Exe
rcise
of w
arra
nt
21
129,
338,
064.
80
(927
,637
.64)
(3
6,90
3,74
6.26
) -
- -
91,5
06,6
80.9
0
End
ing
bala
nce
as o
f Dec
embe
r 31
, 200
9
3,
882,
074,
476.
40
- 43
8,70
4,62
0.10
32
1,75
5.02
37
8,57
0,53
2.18
80
7,14
7,71
1.58
5,
506,
819,
095.
28
The
acco
mpa
nyin
g no
tes
to fin
ancial
sta
tem
ents
are
an
inte
gral
par
t of
the
se s
tate
men
ts.
รายงานประจํ าปี 2553 • Annual Report 2010
150
Stat
emen
ts o
f Cha
nges
in
Shar
ehol
ders
’ Equ
ity
Hem
araj
Lan
d an
d Dev
elop
men
t Pu
blic C
ompa
ny L
imited
and
Its
Sub
sidi
arie
sFo
r th
e ye
ars
End
ed D
ecem
ber
31, 2
010
and
2009
CONSO
LIDATE
D F
INANCIA
L ST
ATE
MENTS
BAH
T
Equ
ity
of P
aren
t Com
pany
’s S
hare
hold
ers
Un
real
ized
gain
Prem
ium
(lo
ss) f
rom
chan
ges i
n
Tran
slatio
n of
Tota
l
Issu
ed a
nd
(d
iscou
nt)
carr
ying
am
ount
of
finan
cial
Reta
ined
ear
ning
s Eq
uity
of P
aren
t
paid
-up
on
com
mon
av
ailab
le-for
-sale
sta
tem
ents
Appr
opria
ted
Com
pany
’s
Min
ority
NO
TE
shar
e cap
ital
War
rant
s sto
cks,
net
secu
rities
di
ffere
nces
leg
al re
serv
e Un
appr
opria
ted
Shar
ehold
ers
inte
rest
Tota
l
Begi
nnin
g ba
lanc
e as
of J
anua
ry 1
, 201
0
3,8
82,07
4,476
.40
- 43
8,704
,620.1
0 32
1,755
.02
(30,2
68,95
5.06)
53
5,664
,645.1
4 3,2
65,33
7,687
.05
8,091
,834,2
28.65
36
6,752
,959.1
0 8,4
58,58
7,187
.75
Unre
alize
d ga
in fr
om ch
ange
s in
carr
ying
am
ount
of a
vaila
ble-
for-
sale
secu
rities
- -
- 15
5,456
.60
- -
- 15
5,456
.60
- 15
5,456
.60
Tran
slatio
n of
fina
ncia
l sta
tem
ents
diff
eren
ces
- -
- -
(1,79
3,390
.77)
- -
(1,79
3,390
.77)
- (1
,793,3
90.77
)
Tran
sact
ion n
ot re
cogn
ized
in th
e st
atem
ents
of i
ncom
e
- -
- 15
5,456
.60
(1,79
3,390
.77)
-
(1,63
7,934
.17)
- (1
,637,9
34.17
)
Net p
rofit
- -
- -
- -
1,215
,926,5
97.31
1,2
15,92
6,597
.31
71,48
7,338
.25
1,287
,413,9
35.56
Appr
opria
ted
- leg
al re
serv
e
22
- -
- -
- 52
,582,7
49.86
(5
2,582
,749.8
6)
- -
-
Divi
dend
pai
d
22
- -
- -
- -
(533
,731,9
24.91
) (5
33,73
1,924
.91)
- (5
33,73
1,924
.91)
Incr
ease
in m
inor
ity
-
- -
- -
- -
- 19
0.00
190.0
0
Divi
dend
from
sub
sidia
ries
paid
to m
inor
ity
-
- -
- -
- -
- (7
2,000
,541.5
0)
(72,0
00,54
1.50)
Endi
ng b
alan
ce a
s of
Dec
embe
r 31,
2010
3,882
,074,4
76.40
-
438,7
04,62
0.10
477,2
11.62
(3
2,062
,345.8
3)
588,2
47,39
5.00
3,894
,949,6
09.59
8,7
72,39
0,966
.88
366,2
39,94
5.85
9,138
,630,9
12.73
Begi
nnin
g ba
lanc
e as
of J
anua
ry 1
, 200
9
3,7
52,73
6,411
.60
927,6
37.64
47
5,608
,366.3
6 94
,558.3
6 (2
8,991
,779.3
1)
467,8
51,40
5.48
3,086
,271,4
83.08
7,7
54,49
8,083
.21
383,1
09,44
7.82
8,137
,607,5
31.03
Unre
alize
d ga
in fr
om ch
ange
s in
carr
ying
am
ount
of a
vaila
ble-
for-
sale
secu
rities
- -
- 22
7,196
.66
- -
- 22
7,196
.66
- 22
7,196
.66
Curr
ency
tran
slatio
n di
ffere
nces
- -
- -
(1,27
7,175
.75)
- -
(1,27
7,175
.75)
- (1
,277,1
75.75
)
Tran
sact
ion n
ot re
cogn
ized
in th
e st
atem
ents
of i
ncom
e
- -
- 22
7,196
.66
(1,27
7,175
.75)
-
(1,04
9,979
.09)
- (1
,049,9
79.09
)
Net p
rofit
- -
- -
- -
575,2
38,62
6.43
575,2
38,62
6.43
23,64
4,400
.99
598,8
83,02
7.42
Appr
opria
ted
- leg
al re
serv
e
22
- -
- -
- 67
,813,2
39.66
(6
7,813
,239.6
6)
- -
-
Divi
dend
pai
d
22
- -
- -
- -
(328
,359,1
82.80
) (3
28,35
9,182
.80)
- (3
28,35
9,182
.80)
Decr
ease
in m
inor
ity
-
- -
- -
- -
- (2
1.00)
(2
1.00)
Divi
dend
from
sub
sidia
ries
paid
to m
inor
ity
-
- -
- -
- -
- (4
0,000
,868.7
1)
(40,0
00,86
8.71)
Exer
cise
of w
arra
nts
21
12
9,338
,064.8
0 (9
27,63
7.64)
(3
6,903
,746.2
6)
- -
- -
91,50
6,680
.90
- 91
,506,6
80.90
Endi
ng b
alan
ce a
s of
Dec
embe
r 31,
2009
3,882
,074,4
76.40
-
438,7
04,62
0.10
321,7
55.02
(3
0,268
,955.0
6)
535,6
64,64
5.14
3,265
,337,6
87.05
8,0
91,83
4,228
.65
366,7
52,95
9.10
8,458
,587,1
87.75
The
acco
mpa
nyin
g no
tes
to fi
nanc
ial s
tate
men
ts a
re a
n in
tegr
al p
art o
f the
se s
tate
men
ts.
รายงานประจํ าปี 2553 • Annual Report 2010
151
Statements of Cash FlowsHemaraj Land and Development Public Company Limited and Its SubsidiariesFor the years ended December 31, 2010 and 2009
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS NOTE 2010 2009 2010 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit 1,287,413,935.56 598,883,027.42 627,205,349.54 596,537,739.41
Adjustments to reconcile net profit
to net cash provided by (used in)
Allowance for doubtful accounts (711,471.08) 1,356,103.56 (2,321,838.54) 1,558,600.82
Share of profits from
investments in associates 2.2 and 10 (421,954,962.86) (80,619,045.21) - -
Gain on exchange rate - - (69,765,728.09) (33,915,610.59)
Gain from sales of equipment (155,622.85) (1,862,605.82) (62,165.91) (775,697.93)
Donation of equipment - 2,957,619.47 - 2,957,619.47
Depreciation of assets 12 and 13 181,033,182.68 169,960,500.15 20,567,024.34 22,015,880.53
Amortization of sinking fund 15 5,405,121.69 5,077,961.10 1,530,537.97 1,530,537.87
Provision for maintenance 5,139,627.04 4,639,857.92 (4,117,754.34) 74,522.47
Provision for withholding tax
deduct at source - 1,942,929.98 - -
Adjustment of retention payable - (1,002,190.75) - (1,002,190.75)
Gain from bargain purchase 10.2 (145,408,440.80) - - -
Dividend income 10 (64,616,271.82) (35,966,583.35) (611,335,485.52) (695,536,334.94)
Realization of deferred leasehold
right income - related party 5 - - (2,483,999.96) (2,483,999.96)
Realization of deferred leasehold
right income - others (1,938,244.29) (1,372,508.09) - -
Finance costs 5 284,069,552.72 143,753,206.61 268,467,016.80 144,660,125.59
Income tax expenses 26 46,896,960.95 (46,793,493.91) (44,051,922.26) (102,295,701.62)
1,175,173,366.94 760,954,779.08 183,631,034.03 (66,674,509.63)
Decrease (increase) in
operating assets :
Account receivables -
related parties 2,215,468.04 1,153,141.23 (5,083,268.29) 75,184,227.10
Account receivables -
other parties (61,554,870.76) (1,062,711.61) (6,044,544.99) (5,437,499.11)
Unbilled completed work (150,002,133.06) 880,644,988.01 (15,579,776.91) 815,389,978.94
Inventory 480,000.00 240,000.00 480,000.00 240,000.00
Cost of real estate developments (577,393,989.22) (459,654,295.91) 398,004,426.51 (159,799,082.31)
Other current assets 8,609,102.85 31,511,183.52 5,758,704.19 3,620,580.57
Other non - current assets (17,375,492.51) (24,571,627.54) (20,295,912.11) (28,370,895.92)
The accompanying notes to financial statements are an integral part of these statements.
รายงานประจํ าปี 2553 • Annual Report 2010
152
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS NOTE 2010 2009 2010 2009
Increase (decrease) in operating liabilities :
Trade account payables - related parties 1,152,662.48 (292,883.09) (6,098,190.01) 5,390,095.04
Trade account payables - other parties (7,246,120.94) (107,602,244.51) 1,998,738.89 (29,156,716.13)
Unearned income and income received
in advance 262,199,430.53 (426,750,273.25) (8,474,023.14) (21,161,630.64)
Accrued expenses 19,844,817.42 (41,148,750.28) 10,664,595.90 (35,461,013.43)
Other account payables (1,539,209.86) (1,205,075.50) 22,731.02 1,020,330.42
Accrued specific business tax
and transfer fee 18,864,315.28 (344,768.73) 4,602,959.37 (1,326,513.32)
Other current liabilities 35,359,140.10 (55,196,533.84) 6,454,501.60 (46,213,436.35)
Retention payables (7,456,625.29) (42,224,238.50) (7,517,442.33) (41,144,448.75)
Guarantee payable 23,881,161.38 (3,070,768.91) (1,640,050.00) (524,687.90)
Other non - current liabilities 6,026,022.04 (3,293,265.97) 7,060,921.20 (2,134,878.10)
Cash Provided by (Used in)
Operating Activities 731,237,045.42 508,086,654.20 547,945,404.93 463,439,900.48
Cash paid for finance costs (262,120,974.13) (216,739,384.17) (213,856,490.67) (168,649,632.28)
Cash paid for corporate income tax (98,124,729.95) (176,395,007.35) (31,630,474.95) (101,240,311.54)
Net Cash Provided by (Used in)
Operating Activities 370,991,341.34 114,952,262.68 302,458,439.31 193,549,956.66
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in short - term loans and
advance to related parties (1,073.97) (5,627,942.47) (170,901,112.95) (580,658,648.28)
Decrease (increase) in investments
in subsidiaries 10.2 - - (763,689,385.00) 240,499,979.00
Cash received from subsidiaries
acquisition 10.2 34,730,597.00 - - -
Increase in investments in associate (2,307,937,010.11) (267,219,274.04) (2,588,250,000.00) (267,219,274.04)
Dividend received from subsidiaries - - 395,889,729.30 737,774,717.85
Dividend received from associates 13,914,713.34 9,274,986.00 13,914,713.34 9,274,986.00
Dividend received from other companies 64,616,271.82 35,966,583.35 63,116,281.82 34,916,590.35
Decrease in deposit at financial
institution with commitment 1,293,724,422.36 - 1,293,724,422.36 -
Cash received from sales of building
and equipment 2,189,085.94 1,862,616.82 2,095,628.00 775,700.93
Increase in building and equipment (181,197,186.79) (113,031,157.23) (14,367,190.52) (4,170,972.61)
Increase in assets for rent (33,279,183.30) (70,326,192.15) - -
Increase in sinking fund (3,354,687.50) (6,780,133.46) - -
Net Cash Provided by (Used in)
Investing Activities (1,116,594,051.21) (415,880,513.18) (1,768,466,913.65) 171,193,079.20
Statements of Cash Flows (Continued)Hemaraj Land and Development Public Company Limited and Its Subsidiaries
For the years ended December 31, 2010 And 2009
The accompanying notes to financial statements are an integral part of these statements.
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Statements of Cash Flows (Continued)Hemaraj Land and Development Public Company Limited and Its SubsidiariesFor the years ended December 31, 2010 And 2009
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS NOTE 2010 2009 2010 2009
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans from
financial institutions (450,000,000.00) (685,000,000.00) (450,000,000.00) (685,000,000.00)
Increase in debentures 18 6,000,000,000.00 - 6,000,000,000.00 -
Decrease in short - term loans from
other parties and other persons 17 (420,000,000.00) 420,000,000.00 (420,000,000.00) 420,000,000.00
Increase (decrease) in short - term
loans and advance
from related parties (232,058,040.39) 222,058,040.39 (232,058,040.39) (550,557,892.42)
Decrease in long - term loans
from related party - - (100,000.00) (20,624,720.00)
Increase (decrease) in other long -
term loans (909,348,070.00) 601,237,322.40 (423,711,125.00) 819,805,500.00
Proceeds from exercise of warrants - 91,506,680.90 - 91,506,680.90
Cash paid for dividend 22 (532,013,065.36) (329,852,792.82) (532,013,065.36) (329,853,076.37)
Dividend paid to minority interest (102,000,604.35) (40,000,868.71) - -
Cash received (paid) from minority
interest 190.00 (21.00) - -
Net Cash Provided by (Used in)
Financing Activities 3,354,580,409.90 279,948,361.16 3,942,117,769.25 (254,723,507.89)
Translation of financial statements
differences (1,793,390.77) (1,277,175.75) - -
Increase (decrease) in cash and
cash equivalents, net 2,607,184,309.26 (22,257,065.09) 2,476,109,294.91 110,019,527.97
Cash and cash equivalents,
beginning of years 909,430,084.97 931,687,150.06 525,127,783.23 415,108,255.26
Cash and cash equivalents, end of years 6 3,516,614,394.23 909,430,084.97 3,001,237,078.14 525,127,783.23
The accompanying notes to financial statements are an integral part of these statements.
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Statements of Cash Flows (Continued)Hemaraj Land and Development Public Company Limited and Its Subsidiaries
For the years ended December 31, 2010 and 2009
BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS NOTE 2010 2009 2010 2009
SUPPLEMENTAL CASH FLOWS INFORMATION:
OPERATING ACTIVITIES, INVESTING
ACTIVITIES AND FINANCING ACTIVITIES
NOT AFFECTING CASH
The increase in proportion of investment
in subsidiaries
Increase in investments in subsidiaries (280,312,989.89) - - -
Decrease in investments in associates 280,312,989.89 - - -
Increase in cash and cash equivalents, end
of period from the increase in proportion
of investment in subsidiaries on
acquisition date
Increase in cash and cash equivalents,
end of period (30,710,983.77) - - -
Increase in account receivables -
related parties (3,460.79) - - -
Increase in account receivables -
other parties (20,447,958.91) - - -
Increase in cost of real estate developments (1,410,856,508.61) - - -
Increase in other current assets (2,308,721.53) - - -
Increase in building and equipment (35,394,695.05) - - -
Increase in other non - current assets (197,792.30) - - -
Increase in trade account payables -
related parties 2,483,782.80 - - -
Increase in trade account payables -
other parties 7,823,643.95 - - -
Increase in accrued expenses 5,369,662.81 - - -
Increase in other account payables 724,800.43 - - -
Increase in accrued specific business tax
and transfer fee 345,637.30 - - -
Increase in accrued income tax 9,311,645.70 - - -
Increase in other current liabilities 16,846,075.27 - - -
Increase in retention payables 107,305.00 - - -
Increase in guarantee payable 166,650.00 - - -
Increase in short - term loans from
related party 380,000,000.00 - - -
Increase in retained earnings 576,740,917.70 - - -
The accompanying notes to financial statements are an integral part of these statements.
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Notes to Financial StatementsHemaraj Land and Development Public Company Limited and Its Subsidiaries For the years ended December 31, 2010 and 2009
1. GENERAL INFORMATION
1.1 General matter
On August 15, 1988, Hemaraj Land and Development Public Company Limited (“the Company”) was incorporated under the Civil and Commercial Code of Thailand and was subsequently listed on the Stock Exchange of Thailand and transformed as a Public Company Limited on July 10, 1992 and July 12, 1993, respectively.
The Company, which is the parent company of Hemaraj Group, operates its business as a real estate developer as follows:
1. Industrial estate development projects located in the Eastern Seaboard of Thailand
The projects are operating under the joint operation agreements with the Industrial Estate Authority of Thailand (“IEAT”), in the names of the Company and its 3 subsidiaries as follows:
Company Name Industrial Estate Site Location
Hemaraj Land and Development Plc. Hemaraj Chonburi Sriracha district, Chonburi province Eastern Industrial Estate Co., Ltd. Hemaraj Eastern Muang district, (Map Ta Phut) Rayong province Eastern Seaboard Industrial Estate Eastern Seaboard Pluak Daeng district, (Rayong) Co., Ltd. (Rayong) Rayong province Hemaraj Eastern Seaboard Industrial Hemaraj Eastern Pluak Daeng district, Estate Co.,Ltd. Seaboard Rayong province
2. Industrial zone development projects
The projects are operating under the names of 2 subsidiaries as follows: Company Name Industrial Zone Site Location
Hemaraj Saraburi Industrial Land Hemaraj Saraburi Nongkae district, Company Limited (Formerly known as Saraburi province “SIL Industrial Land Company Limited”) Hemaraj Rayong Industrial Land Hemaraj Rayong Ban kai district, Company Limited (Formerly known as Rayong province “RIL Industrial Land Company Limited”)
3. A condominium for sales being developed by the Company in the project name of The Park Chidlom, located at Chidlom Road, Bangkok.
4. Service business related to the mentioned industrial estates consisting of service providing for public utilities, office building and prefabricated factory for sale and lease, land rental, commercial plaza rental, pipe rack rental in Industrial Estates, building contractor and others.
Hemaraj Group’s head office is located at 18th floor, UM Tower, 9 Ramkhamhaeng Road, Suanluang subdistrict, Suanluang district, Bangkok, Thailand 10250.
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1.2 The Central Administrative Court ordered to suspend the construction of 76 projects in Rayong Province
Reference is made to the injunction of the Central Administrative Court, ordering 8 government authorities to order the temporary suspension of the projects or activities altogether 76 projects in Rayong Province until the Court renders a judgment or an order otherwise except the projects or activities which had received the permits before the effectiveness of the Constitution of Thailand B.E.2550 and the projects or activities which are not required the Environmental Impact Assessment (EIA) according to the Declaration of the Ministry of Natural Resources and Environment dated June 16, 2009. On December 2, 2009, the Supreme Administrative Court has an order amending the injunction order of the Central Administrative Court’s the temporary suspension of the 76 projects to release 11 projects from such suspension and remain other 65 projects suspended in which if the suspending 65 projects have an operation under Constitutional Law of Thailand B.E. 2550 section 67 paragraph 2, the effected projects could submit a motion to release from such temporary suspension. In January 2010, one of the subsidiary’s project which is effected from the court order, had requested the Industrial Estate Authority of Thailand (IEAT) to consider whether the obtaining of Industrial Estate permission for these expansion land from IEAT since September 2006 are considered to be such permission by the government allowing according to the specific law, which means that such project has obtained the permission before the Constitution Announcement (B.E. 2550) as the Central Administrative Court’s order in December 2009, and it was informed by IEAT that the Company is the one who has obtained the permission in the mean of Administrative Court’s consideration.
On 2 September 2010, the Central Administrative Court has rendered a judgement. In case any projects or activities which received the permit license after the effective date of Constitution of Thailand of the year 2007 and have been in the list of seriously harmful projects or activities effecting to local community according to Ministry of Natural Resource and Environment announcement dated August 31, 2010, and have not yet conducted completely in term of the Section 67 Paragraph 2 of Constitution of Thailand of the year 2007, such projects or activities would be withdrawn the permit license. The injunction order of the Central Administrative Court shall end on the date of judgment except those harmful projects or activities as mentioned above, which the injunction order shall continue to be in effect until the case is final or until the Supreme Administrative Court will order otherwise.
As the result of the Central Administrative Court’s order and the letter of IEAT was informed that as 2 expansion project of the Company’s group were not within those projects in the meaning of seriously harmful projects impacting to local community according to Ministry of Natural Resource and Environment dated August 31, 2010, therefore, it shall be able to procede normally.
1.3 Adoption of new accounting standards
In May 2009, the Federation of Accounting Professions (FAP) has issued Notifications No. 12/2552 regarding the renumbering of Thai Accounting Standards to match correspondingly with the International Accounting Standards. Therefore the numbers of Thai Accounting Standards as used in these financial statements are corresponding to those according to this notification.
During the current year, the Federation of Accounting Professions (FAP) has issued a number of revised and new accounting standards which have been published in the Royal Gazette as follows :
1) An accounting standard which is effective for the current year as follows :
Framework for the Preparation and Presentation of Financial Statements (revised 2009)
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However, the management has considered the effect of this accounting standard that it does not have any significant effect on the financial statements for the current year.
2) Accounting standards and financial reporting standards which are not effective for the current year as follows :
Effective date
Accounting Standard No. 1 (revised 2009) Presentation of Financial Statements January 1, 2011
Accounting Standard No. 2 (revised 2009) Inventories January 1, 2011
Accounting Standard No. 7 (revised 2009) Statement of Cash Flows January 1, 2011
Accounting Standard No. 8 (revised 2009) Accounting Policies, Changes in January 1, 2011
Accounting Estimates and Errors
Accounting Standard No. 10 (revised 2009) Events after the Reporting Period January 1, 2011
Accounting Standard No. 11 (revised 2009) Construction Contracts January 1, 2011
Accounting Standard No. 12 Income Taxes January 1, 2013
Accounting Standard No. 16 (revised 2009) Property, Plant and Equipment January 1, 2011
Accounting Standard No. 17 (revised 2009) Leases January 1, 2011
Accounting Standard No. 18 (revised 2009) Revenue January 1, 2011
Accounting Standard No. 19 Employee Benefits January 1, 2011
Accounting Standard No. 20 (revised 2009) Accounting for Government Grants and January 1, 2013
Disclosure of Government Assistance
Accounting Standard No. 21 (revised 2009) The Effects of Changes in January 1, 2013
Foreign Exchange Rates
Accounting Standard No. 23 (revised 2009) Borrowing Costs January 1, 2011
Accounting Standard No. 24 (revised 2009) Related Party Disclosures January 1, 2011
Accounting Standard No. 26 Accounting and Reporting by January 1, 2011
Retirement Benefit Plans
Accounting Standard No. 27 (revised 2009) Consolidated and Separate January 1, 2011
Financial Statements
Accounting Standard No. 28 (revised 2009) Investments in Associates January 1, 2011
Accounting Standard No. 29 Financial Reporting in January 1, 2011
Hyperinflationary Economies
Accounting Standard No. 31 (revised 2009) Interests in Joint Ventures January 1, 2011
Accounting Standard No. 33 (revised 2009) Earnings per Share January 1, 2011
Accounting Standard No. 34 (revised 2009) Interim Financial Reporting January 1, 2011
Accounting Standard No. 36 (revised 2009) Impairment of Assets January 1, 2011
Accounting Standard No. 37 (revised 2009) Provisions, Contingent Liabilities and January 1, 2011
Contingent Assets
Accounting Standard No. 38 (revised 2009) Intangible Assets January 1, 2011
Accounting Standard No. 40 (revised 2009) Investment Property January 1, 2011
Financial Reporting Standard No. 2 Share - based Payments January 1, 2011
Financial Reporting Standard No. 3 (revised 2009) Business Combinations January 1, 2011
Financial Reporting Standard No. 5 (revised 2009) Non - current Assets Held for Sale January 1, 2011
and Discontinued Operations
Financial Reporting Standard No. 6 Exploration for and Evaluation of January 1, 2011
Mineral Resources
Financial Reporting Interpretation No. 15 Agreements for the Construction of January 1, 2011
Real Estate
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The Company will apply the related Accounting Standards, Financial Reporting Standards and Financial Reporting Interpretation on the effective date, except for the Financial Reporting Standard No. 3 (revised 2009) that the Company early applied before the effective date. The management of the Company has considered that
1. Accounting Standard No. 20 (revised 2009), Accounting Standard No. 31 (revised 2009), Financial Reporting Standard No. 2 and Financial Reporting Standard No. 6 are not relevant to the Company’s business.
2. Accounting Standard No. 12, Accounting Standard No. 16 (revised 2009), Accounting Standard No. 18 (revised 2009), Accounting Standard No. 19, Accounting Standard No. 40 (revised 2009) and Financial Reporting Interpretation No. 15 are still considered the effect to the financial statements for the year in which they are initially applied.
3. The other Accounting Standards and Financial Reporting Standards are considered not having material effect on the financial statements.
1.4 Transfer fee and specific business tax
The Royal Decree issued pursuant to the Revenue Code relating to the reduction of tax (No. 472 B.E. 2551 and No. 488 B.E. 2552), Announcement of Interior Ministry relating to collection of fees for registration and transfer pursuant to the Land Law in case of the promotion of sale and purchase of real estates according to the criteria set by the cabinet and Announcement of Interior Ministry relating to the collection of fees for registration of condominium unit in case of the promotion sale and purchase of condominium unit according to the criteria set by the cabinet declare to reduce specific business tax from 3.3% to 0.11% for registration made during March 28, 2008 until March 28, 2010 and reduce registration fees for transfer real estates from 2% to 0.01% % for registration made during March 28, 2008 until June 30, 2010.
2. BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION
2.1 Basis for preparation of financial statements
The financial statements of the company have been prepared in accordance with generally accepted accounting standards including related interpretations and guidelines promulgated by the Federation of Accounting Professional.
The Company’s financial statements are prepared in the Thai language as required by Thai law, and translated into English for the convenience of a reader of the financial statements.
Certain amounts in the 2009 financial statements have been reclassified to conform to the 2010 financial statement presentation, without effect on previously reported net profit and shareholders’ equity.
2.2 Basis for preparation and presentation of consolidated financial statements
The consolidated financial statements incorporate the financial statements of the Company and its majority owned directly and indirectly (over 50% of their paid-up capital) in subsidiaries and are prepared on the same basis as the consolidated financial statements for the year ended December 31, 2009.
All subsidiaries were registered and incorporated in Thailand except H-International (BVI) Company Limited and Hemaraj International Limited which were incorporated in British Virgin Islands and Cayman Islands, respectively.
In addition, the consolidated and the Company’s financial statements for the years ended December 31, include share of profits (losses) from associates as follows:
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MILLION BAHT
2010 2009
Cofely (Thailand) Company Limited * 3.63 3.60
(Formerly known as “Elyo-H Facilities Management Limited”)
Hemaraj Saraburi Industrial Land Company Limited ** 14.81 14.85
(Formerly known as “SIL Industrial Land Company Limited”)
(Consolidated financial statements) (Note 10)
GHECO - One Company Limited ** 393.51 74.25
Houay Ho Thai Company Limited ** 10.01 (12.08)
(Consolidated financial statements)
Total 421.96 80.62
* Based on the information from the financial statements which were provided by the management and
were not audited by an auditor. ** Based on the information from the financial statements which were audited by other auditors. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1 The measurement bases used in preparing the financial statements
Other than those disclosed in other topics, significant accounting policies and other notes to the financial statements, the financial statements are prepared on the historical cost basis.
3.2 Cash and cash equivalents
Cash and cash equivalents represent cash on hand and at banks, and temporary investments net of cash at banks pledged as collateral.
3.3 Temporary investments
Available-for-sale securities consist of investments in marketable securities, which are stated at fair value (net of allowance for investments revaluation).
Gain (loss) on investment revaluation is included in the equity.
3.4 Trade account receivables and allowance for doubtful accounts
Trade account receivables are stated at net realizable value. The Company and subsidiaries provide allowance for doubtful accounts for estimated losses that may incurred in collection of receivables. The allowance for doubtful accounts is generally considered from collection experience and aging analysis.
Allowance for doubtful accounts is based on receivables from services which are overdue by more than 90 days.
3.5 Inventories
Inventories are valued at the lower of cost (the average cost method) or net realizable value.
3.6 Cost of real estate developments
Cost of real estate developments consists of land costs, development costs, pre-fabricated factory costs, condominium construction costs, and finance costs on loans for projects development, pre-fabricated factory, condominium construction, land deposits and advances for construction costs. These costs are transferred to cost of sales when revenue from sales is recognized.
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Cost of real estate developments is stated at the lower of cost or net realizable value.
Loss on projects revaluation is included in the statements of income.
3.7 Capitalization of borrowing costs
Borrowing costs are expensed in the period in which they are incurred, except borrowing costs of long term loan and loan from other parties in relation to the cost of real estate should be treated as part of the cost of the relevant assets. Capitalization should cease when substantially all of the activities necessary to prepare the asset for its intended use or sale are completed and should be suspended during periods in which active development is interrupted. The Company and its subsidiaries will recognize impairment loss when the carrying amount of an asset exceeds its recoverable amount.
3.8 Investments and loans Investments
A. Investments in subsidiaries and associates are recorded by using the cost method in the separate financial statements. Investments in associates are recorded by using equity method in the consolidated financial statements.
B. Other investments represent investments in related and other companies which are stated at cost net of provision for impairment loss.
Impairment loss on other investments is included in the statements of income.
Loans
The Company and its subsidiaries have recorded allowance for doubtful debts by using uncollectible amounts, based on a review of the current financial status and the repayment ability. The recognition of interest income is ceased when overdue by more than 180 days.
3.9 Assets for rent
Land for rent is stated at cost. Assets for rent, excepted land, are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 15 years for pipe rack and 20 years for building. No depreciation is provided for land for rent.
3.10 Property, plant and equipment
Land is stated at cost. Property, plant and equipment are stated at cost less accumulated depreciation and provision for impairment loss. Motor vehicles under financial lease are stated at fair value less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 5 years for equipment and 20 years for building and structures. No depreciation is provided for land.
3.11 Leasehold right and land held for commercial purposes
Leasehold right and land held for commercial purposes consist of land leasehold right, land costs, development costs and capitalized finance costs on loans for undeveloped projects and projects which were temporarily suspended from development.
Leasehold land and land held for commercial purposes are stated at the lower of cost or net realizable value.
Loss on projects revaluation is included in the statements of income.
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3.12 Sinking fund
The Company and its subsidiaries have recorded a fund for the major maintenance and replacement of utilities systems and facilities for the customers in the industrial estate, under the joint operating agreements with the Industrial Estate Authority of Thailand (“IEAT”) to be Deferred Sinking Fund and has recorded amortization to be cost of services by the straight-line method over 20 years of useful lives.
3.13 Deferred interest expense on hire-purchase agreement
Deferred interest expense on hire-purchase agreement, which is amortized according to the effective rate, presented net from hire-purchase payable.
3.14 Impairment of assets
The Company and its subsidiaries have evaluated the impairment of properties, plant and equipment and other assets when the event is occurred or there is the situational change, which indicates that the recoverable amount of assets will be lower than their book value. The Company and its subsidiaries will recognize the loss from impairment as an expense in the statements of income.
3.15 Unearned income and income received in advance
Unearned income and income received in advance represents the amounts received from real estate and condominium sales contracts, in excess of the revenue recognized by using the percentage of completion method, and from utilities and rental income received in advance.
3.16 Employee benefits
Salaries, wages, bonuses, contributions to the social security fund and provident fund and other benefits are recognized as expenses when incurred.
The Company and its subsidiaries do not recognize liabilities in respect of employee benefit potentially payable under the Thai Labour Law.
3.17 Deferred leasehold right income
Deferred leasehold right income represents leasehold right received from rental of land, building, pipe rack and leasehold right income to produce and distribute the industrial water which are recognized as revenue over the period of rental contract.
3.18 Revenue and expense recognition
Other than those disclosed in other topics, the policy of the Company and its subsidiaries on revenue and expense recognition are as follows:
A. Recognition of revenue and cost of land sales
Revenue from land sales are recognized upon signing of contract and receiving of installments by the percentage of completion method, using the ratio of actual development costs incurred to total estimated development costs for each projects excluding land cost. Cost of sales is calculated from the realized sales contracts based on the ratio of total estimated project costs to total estimated project sales of each projects.
Total estimated costs and sales of each project shall be revised when there are significant changes in the estimated costs and expected sales price of each project.
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B. Recognition of revenue and cost of pre-fabricated factory sales
Revenue and cost of pre-fabricated factory sales are recognized upon signing of sales contract on the percentage of completion method.
C. Recognition of revenue and cost of condominium sales
The Company recognizes the revenue and cost of condominium sales by the percentage of completed work which is based on the proportion of actual costs (excluding cost of land) to the total estimated costs which are estimated by the Company’s engineer advisor. The Company recognizes revenue when sales contracts have been executed not less than 40% of the area opened for sales and collection received exceeds 20% of each contract value, and the progress of completed construction work is more than 10%.
D. Recognition of income and cost of services
Income and cost of services are recognised on the accrual basis. Service income represents income received from providing of public utilities, potable water, raw water and reused water, waste water treatment processing, additional work in building construction and rental services in respect of land, commercial plaza, warehouse, factory, resident and pipe rack to the Industrial Estate, training center and business center. Cost of services represents cost incurred from providing of such services.
Revenue and cost from mini and micro pre-fabricated factory construction are recognized upon signing of contract and receiving of installments by the percentage of completion method.
The recognition of income from public utilities service is ceased when the customers cease their business operations and have payment difficulties.
E. Other incomes and expenses.
Other incomes, selling and administration expense, finance costs and other expenses are recognized on the accrual basis.
3.19 Accounts in foreign currency
A. The financial statements of our overseas subsidiary are translated into Baht for consolidation purposes using rates of exchange as follows:
A.1 Assets and liabilities are translated at the average selling and purchasing price of exchange rate at the end of the year.
A.2 Revenues and expenses are translated at the average selling and purchasing price of exchange rate at the end of each month.
A.3 Share capital is translated at the exchange rate on the transaction date.
Translation of financial statements differences of foreign financial statements are included under shareholders’ equity.
B. Other foreign currency transactions occurring during the year are converted into Baht at the rates prevailing on the dates of the transactions. Assets and liabilities at the end of the year are converted into Baht at the rates of exchange on that date.
Gain and loss on exchange rate is included in the statements of income.
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3.20 Corporate income tax
Corporate income tax is recognized on the accrual basis.
3.21 Earnings per share
Basic earnings per share is computed by dividing net profit attributable to ordinary shareholders for the year by the weighted average number of ordinary shares issued and paid up during the year.
4. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ.
5. TRANSACTIONS WITH RELATED PARTIES The Company has certain transactions with its related parties. Significant balances and inter-
company transactions are eliminated from the consolidated financial statements. Such transactions, which have been concluded on the term and the basis agreed between the relevant parties. Certain loans between each party are related to the business jointly operated.
Enterprises that directly or indirectly through one or more intermediaries, control, or under common control with the Company by through same shareholders and co-directors as at December 31, were as follows:
PERCENTAGE OF HOLDING COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2010 2009
Subsidiaries
Eastern Industrial Estate Company Limited Industrial Estate Development Common 99.99 99.99
shareholders
and co-directors
Eastern Seaboard Industrial Estate Industrial Estate Development ,, 60.00 60.00
(Rayong) Company Limited
Hemaraj Eastern Seaboard Industrial Industrial Estate Development ,, 99.99 99.99
Estate Company Limited
Hemaraj Saraburi Industrial Land Industrial Estate Development ,, 99.99 -
Company Limited (Formerly known as
“SIL Industrial Land Company Limited”)
Hemaraj Rayong Industrial Land Industrial Estate Development ,, 99.99 -
Company Limited (Formerly known as
“RIL Industrial Land Company Limited”)
Eastern Pipeline Services Company Limited Pipe Rack Rental ,, 99.99 99.99
H-International (BVI) Company Limited Holding Company ,, 100.00 100.00
Hemaraj International Limited Holding Company ,, 100.00 100.00
H-Construction Management and Design and Construction ,, 99.99 99.99
Engineering Company Limited Supervision Service
The Park Residence Company Limited Real Estate Development ,, 99.99 99.99
and Service Management
Hemaraj Water Company Limited Water Resources Development ,, 99.99 99.99
and Management
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PERCENTAGE OF HOLDING COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2010 2009
SME Factory Company Limited Sell and Lease of Factory Common 99.99 99.99
shareholders
and co-directors
H - Phoenix Property Company Limited Condominium office ,, 99.99 99.99
for sales, rent and services
Hemaraj Clean Water Company Limited Produce and distribute ,, 99.99 99.99
the industrial water
Associates
Cofely (Thailand) Company Limited Facilities Management Common 39.99 39.99
(Formerly known as “Elyo-H Facilities Service shareholders
Management Limited”) and co-directors
GHECO - One Company Limited Electricity and Power ,, 35.00 35.00
Generation
Hemaraj Saraburi Industrial Land Industrial Estate Development ,, - 25.00
Company Limited (Formerly known as
“SIL Industrial Land Company Limited”)
Hemaraj Rayong Industrial Land Industrial Estate Development ,, - 25.00
Company Limited (Formerly known as
“RIL Industrial Land Company Limited”)
Houay Ho Thai Company Limited Holding Company ,, 51.00 51.00
Houay Ho Power Company Limited Electricity and Power ,, 12.75 12.75
Generation
Related Companies
Sriracha Harbor Public Company Limited Port Service and Common 6.40 6.40
Transportation shareholder
and co-directors
Eastern Fluid Transport Company Limited Pipe Rack Maintenance ,, 15.00 15.00
Steel Top Company Limited Steel Manufacturer Relationship through - -
and Distributor director
Siam Food Products Public Company Processing Agriculture Co-investors - -
Limited Producer
Teo Hong Silom Company Limited Facilities Management Service ,, - -
Cementhai Holding Company Limited Holding Company ,, - -
Glow Energy Public Company Limited Energy ,, - -
Glow IPP2 Holding Company Limited Holding Company ,, - -
Cofely South East Asia Pte Ltd. Energy ,, - -
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As at December 31, balances with related parties, which were shown in the balance sheets, were as follows:
ASSETS THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY
2010 2009 2010 2009 TERM
Short - term loans and advance
to related parties:
Subsidiaries:
Eastern Industrial Estate - - 110,684 - MLR - 0.50% and
Company Limited dividend receivable
Eastern Seaboard Industrial Estate - - 4,270 55,138 Advance and
(Rayong) Company Limited dividend receivable
Hemaraj Eastern Seaboard Industrial - - 124,000 321,169 MLR - 0.50% and
Estate Company Limited dividend receivable
Hemaraj Saraburi Industrial Land - - 380,000 - MLR - 0.50%
Company Limited (Formerly known
as “SIL Industrial Land Company
Limited”)
Eastern Pipeline Services Company - - 30,778 20,067 MLR - 0.50% and
Limited dividend receivable
SME Factory Company Limited - - 29,192 27,268 MLR - 0.50%
Hemaraj Clean Water Company Limited - - 128,940 24,353 MLR - 0.50% and
dividend receivable
H - Phoenix Property Company Limited - - 220,275 270,829 MLR - 0.50%
Associates:
Cofely (Thailand) Company Limited 5,629 5,628 5,629 5,628 MLR
(Formerly known as “Elyo-H
Facilities Management Limited”)
Related company :
Sriracha Harbor Public Company 11,355 11,355 11,355 11,355 Rate as mentioned
Limited * in business
reorganization plan
Total 16,984 16,983 1,045,123 735,807
Less Allowance for doubtful debts (11,355) (11,355) (11,355) (11,355)
Net 5,629 5,628 1,033,768 724,452
• Sriracha Harbor Public Company Limited’s balance had incurred since 1997 affected from the economic
crisis which the Company provided the provision for doubtful debt in full amount as the Company’s basis. This company entered into the Business Reorganization Plan under the Bankruptcy Court, and now is under the process of the Business Reorganization Plan. The Company has not yet adjusted the provision for the receivable under the Business Reorganization Plan and will adjust accordingly when obtaining the settlement from it as the Plan
รายงานประจํ าปี 2553 • Annual Report 2010
166
Balance of assets with related parties and its movement for the year 2010 were as follows: THOUSAND BAHT
As of 31st During the year As of 31st
December, 2009 Increase Decrease December, 2010
Consolidated financial statements
Short - term loans and advance to related parties:
Associates (1) 5,628 394,305 (394,304) 5,629
Related company 11,355 113 (113) 11,355
Total 16,983 394,418 (394,417) 16,984
Less Allowance for doubtful debts (11,355) - - (11,355)
Net 5,628 394,418 (394,417) 5,629
Separate financial statements
Short - term loans and advance to related parties:
Subsidiaries 718,824 1,198,125 (888,810) 1,028,139
Associates 5,628 394,305 (394,304) 5,629
Related company 11,355 113 (113) 11,355
Total 735,807 1,592,543 (1,283,227) 1,045,123
Less Allowance for doubtful debts (11,355) - - (11,355)
Net 724,452 1,592,543 (1,283,227) 1,033,768
(1) The movement during the year 2010 of associates included loan to Hemaraj Saraburi Industrial Land
Company Limited (HSIL) in the amount of Baht 380 million (Note 10.2), interest income in the amount of Baht 0.39 million and dividend income in the amount of Baht 13.91 million.
Liabilities THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY
2010 2009 2010 2009 TERM
Short - term loans and advance
from related parties:
Related company :
Glow Company Limited (1) - 237,394 - 237,394 MLR – 2%
Siam Food Products Public - 30,000 - - Dividend payable
Company Limited
Total - 267,394 - 237,394
Long - term loans from related party:
Subsidiary:
H-International (BVI) Company Limited - - 988,693 1,058,559 -
Deferred leasehold right income:
Subsidiary:
Hemaraj Clean Water Company Limited (2)
Deferred leasehold right income - - 62,100 62,100 Rate mutually
agreed
Less Accumulated amortization - - (6,220) (3,736) between both
parties
Deferred leasehold right income, net - - 55,880 58,364
รายงานประจํ าปี 2553 • Annual Report 2010
167
(1) The company had entered into the Short Term Loan Agreement with Glow Company Limited for the purpose of acquisition and subscription of share capital increase in Houay Ho Thai Company Limited (51% share holding) which is already repaid in 2010.
(2) The Company and its 3 subsidiaries have entered into 25-year leasehold right contracts, in the total amount of Baht 559 million, for production and distribution of industrial water with Hemaraj Clean Water Company Limited (a subsidiary).
Balance of Liabilities with related parties and its movement for the year 2010 were as follows: THOUSAND BAHT
As of 31st During the year As of 31st
December 2009 Increase Decrease December 2010
Consolidated financial statements
Short - term loans and advance from related parties:
Related parties 267,394 74,399 (341,793) -
Separate financial statements
Short - term loans and advance from related parties:
Subsidiaries - 467,153 (467,153) -
Related parties 237,394 2,399 (239,793) -
Long - term loans from related party:
Subsidiary 1,058,559 - (69,866) 988,693
The significant transactions with related parties for the years ended December 31, were as follows: MILLION BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY
2010 2009 2010 2009 COST POLICY
Service income 1.02 0.01 14.59 11.53 Market price
Interest income 0.50 0.25 24.28 10.66 MLR – 0.5% and
MLR
Commission and 23.13 33.18 76.54 67.00 5% - 10% of
management income contract price
and 5% of service
income received
Cost of service 13.15 12.18 1.27 1.21 Market price
Finance costs 2.40 5.34 2.92 24.24 MLR – 2.00% and
MLR – 0.50%
Deferred leasehold right income - - 2.48 2.48 Rate mutually
agreed between
both parties
รายงานประจํ าปี 2553 • Annual Report 2010
168
6. CASH AND CASH EQUIVALENTS For the purpose of preparation of the statements of cash flows in accordance with the relevant
Accounting Standard, as of December 31, cash and cash equivalents consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Cash and deposits at financial institutions 563,033 904,334 247,737 525,111
Current investments - Time deposits 2,953,581 5,096 2,753,500 17
Deposit at financial institutions with commitment 766,177 2,059,901 766,177 2,059,901
Total 4,282,791 2,969,331 3,767,414 2,585,029
Less Deposit at financial institutions with
commitment (766,177) (2,059,901) (766,177) (2,059,901)
Cash and cash equivalents 3,516,614 909,430 3,001,237 525,128
7. TRADE ACCOUNT RECEIVABLES, NET As of December 31, trade account receivables, net consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Related parties
Service receivables
Accrued service income - Subsidiaries - - 34,259 26,907
Accrued service income - Related parties 7,476 9,691 - 2,268
Accrued service income 7,476 9,691 34,259 29,175
Less Allowance for doubtful accounts (7,405) (7,405) - -
Service receivables, net 71 2,286 34,259 29,175
Trade account receivables - related parties, net 71 2,286 34,259 29,175
Other parties
Service receivables
Accrued service income 156,579 107,211 34,892 28,854
Less Allowance for doubtful accounts (22,116) (22,445) (17,257) (19,586)
Service receivables, net 134,463 84,766 17,635 9,268
Real estate sales contracts receivables
Total value of contracts signed 31,001,064 28,859,504 8,414,177 7,879,676
Installments due 30,616,442 28,294,718 8,335,266 7,690,249
Less Installments received (30,555,658) (28,246,504) (8,335,266) (7,690,249)
Installments receivables, net 60,784 48,214 - -
Trade account receivables - other parties, net 195,247 132,980 17,635 9,268
รายงานประจํ าปี 2553 • Annual Report 2010
169
As at December 31, unbilled completed work and unearned income comprised: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Accumulated amount recognised as revenue on
percentage of completion basis 30,214,752 27,998,012 8,413,334 7,736,000
Less Installments due (30,616,442) (28,294,718) (8,335,266) (7,690,249)
Net (401,690) (296,706) 78,068 45,751
The balance comprises :
Unbilled completed work 365,485 215,483 78,961 63,381
Unearned income (767,175) (512,189) (893) (17,630)
Net (401,690) (296,706) 78,068 45,751
As of December 31, trade account receivables - other parties, net classified by aging were as follows: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Accrued service income
Less than 3 months 134,463 84,766 17,635 9,268
Over 3 months to 6 months 2,383 868 - 526
Over 6 months to 12 months 199 1,423 - 1,357
Over 12 months 19,534 20,154 17,257 17,703
Total 156,579 107,211 34,892 28,854
Less Allowance for doubtful accounts (22,116) (22,445) (17,257) (19,586)
Accrued service income, net 134,463 84,766 17,635 9,268
Real estate sale contracts receivables
Less than 3 months 60,784 48,214 - -
Over 3 months to 6 months - - - -
Over 6 months to 12 months - - - -
Over 12 months - - - -
Total real estate sale contracts receivables 60,784 48,214 - -
Trade account receivables - other parties, net 195,247 132,980 17,635 9,268
For the allowance for doubtful accounts of related party receivables in the amount of Baht 7.40
million and other parties in the amount of Baht 16.71 million, which obtain facility services in the industrial estate, are provided and charged by the Company. With the economic crisis in 1997 in Thailand, these companies have encountered with operation problem and the Company provided the provision for doubtful debt in full amount as the Company’s basis. Consequently, these companies entered into the Debt Restructure under CDRAC or Business Reorganization Plan under the Bankruptcy Court. The Company has not yet adjusted the provision for these receivables under the Business Reorganization Plan until obtaining the settlement as the Plan or debt restructure from each receivable.
รายงานประจํ าปี 2553 • Annual Report 2010
170
Trade account receivables, net (Continued) Balance of Allowance for doubtful accounts and its movement for the years ended December 31, were
as follows: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Related parties
Beginning balance 7,405 7,405 - -
Additional allowance during the year - - - -
Received during the year - - - -
Ending balance 7,405 7,405 - -
Other parties
Beginning balance 22,445 21,089 19,586 18,028
Additional allowance during the year 4,853 2,353 - 1,944
Received during the year (5,182) (997) (2,329) (386)
Ending balance 22,116 22,445 17,257 19,586
8. UNEARNED INCOME AND INCOME RECEIVED IN ADVANCE As of December 31, unearned income and income received in advance consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Unearned income
Sales contracts value (9,407,409) (10,834,878) (211,459) (211,459)
Less Installments received 9,236,825 10,739,822 211,509 225,509
Installments receivables (170,584) (95,056) 50 14,050
Less Deferred income 920,998 607,245 843 3,580
Unearned income 750,414 512,189 893 17,630
Deposit for real estate 23,917 2,000 7,156 2,000
Income received in advance – service and rental 87,552 85,494 3,656 549
Total unearned income and
income received in advance 861,883 599,683 11,705 20,179
รายงานประจํ าปี 2553 • Annual Report 2010
171
9. COST OF REAL ESTATE DEVELOPMENTS, NET As at December 31, cost of real estate developments, net consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Land cost under developments 8,757,844 7,682,741 1,909,333 1,909,333
Project development costs 14,476,996 13,491,101 4,293,424 4,285,231
Capitalized finance costs 2,604,139 2,571,601 750,000 750,000
Additional utility costs 7,192 7,751 7,022 7,581
Advance for constructions 22,236 3,023 154 1,150
Total 25,868,407 23,756,217 6,959,933 6,953,295
Less Accumulated costs transferred to cost
of land sales (17,101,081) (15,729,303) (5,282,927) (4,878,285)
Accumulated costs transferred to assets for rent (1,576,960) (1,511,095) (46,774) (46,774)
Accumulated costs transferred for debt settlement (143,838) (143,838) (143,838) (143,838)
Cost of real estate developments, net 7,046,528 6,371,981 1,486,394 1,884,398
Capitalized finance costs for the year ended
December 31 included in
cost of real estate developments 32,538 64,041 - 4,125
Information of cost of real estate developments of Hemaraj Land and Development Public Company
Limited, Eastern Industrial Estate Company Limited, Eastern Seaboard Industrial Estate (Rayong) Company Limited, Hemaraj Eastern Seaboard Industrial Estate Company Limited, Hemaraj Saraburi Industrial Land Company Limited, Hemaraj Rayong Industrial Land Company Limited and SME Factory Company Limited is as follows:-
Valuation Stated in the Financial Statements As at December 31, 2010 and 2009, cost of real estate developments is stated at the lower of cost and
net realisable value for the projects in the same area.
Obligation of Assets As at December 31, 2010 and 2009, the portion of land in the projects of the Company and the
subsidiaries has been mortgaged as collateral for loans from local financial institutions, other companies and other person.
รายงานประจํ าปี 2553 • Annual Report 2010
172
10.
INVEST
MENTS
IN S
UBSI
DIA
RIE
S AND A
SSOCIA
TES
10
.1
Inve
stm
ents
in
subs
idia
ries
and
ass
ocia
tes
As
at D
ecem
ber
31, t
he C
ompa
ny’s inv
estm
ents
in
subs
idia
ries
and
ass
ocia
tes
wer
e as
fol
lows:
In
vest
men
ts (M
illio
n Bah
t)
Pa
id-u
p Ca
pita
l Pe
rcen
tage
of sh
ares
hel
d Con
solid
ated
fin
ancial
Se
para
te fin
ancial
Net
boo
ked
valu
e in
the
Div
iden
d fo
r th
e ye
ar e
nded
(M
illio
n Ba
ht)
by the
Com
pany
(Pe
rcen
t)
stat
emen
ts
stat
emen
ts (at
Cos
t)
port
ion
of in
vest
men
ts
Dec
embe
r 31
,
Com
pany
20
10
2009
20
10
2009
20
10
2009
20
10
2009
20
10
2009
20
10
2009
Subs
idia
ries
: Com
mon
sha
reho
lder
s
and
co-
dire
ctor
s
Ea
ster
n In
dust
rial
Est
ate
Com
pany
Lim
ited
400.
00
400.
00
99.9
9 99
.99
- -
400.
00
400.
00
493.
04
515.
85
87.0
0 46
2.00
Ea
ster
n Se
aboa
rd Ind
ustr
ial E
stat
e
(Ray
ong)
Com
pany
Lim
ited
358.
00
358.
00
60.0
0 60
.00
- -
214.
80
214.
80
549.
36
550.
13
108.
00
60.0
0
H
emar
aj E
aste
rn S
eabo
ard
Indu
strial
Esta
te C
ompa
ny L
imite
d 1,
000.
00
1,00
0.00
99
.99
99.9
9 -
- 1,
080.
96
1,08
0.96
2,
224.
18
2,07
6.97
24
8.90
50
.00
H
emar
aj S
arab
uri I
ndus
tria
l Lan
d
Com
pany
Lim
ited
(*) (F
orm
erly
kno
wn
as “
SIL
Indu
strial
Lan
d
Com
pany
Lim
ited”
) (1
) 50
0.00
-
99.9
9 -
- -
1,00
3.44
-
1,01
5.01
-
- -
H
emar
aj R
ayon
g In
dust
rial
Lan
d
Com
pany
Lim
ited
(*) (
Form
erly
kno
wn
as
“RIL
Indu
stria
l Lan
d Co
mpa
ny L
imite
d”) (
2)
1,00
0.00
-
99.9
9 -
- -
- -
1,00
7.29
-
- -
Ea
ster
n Pi
pelin
e Se
rvice
s Co
mpa
ny L
imite
d (3)
100.
00
100.
00
99.9
9 99
.99
- -
56.3
4 56
.34
83.1
6 10
8.85
23
.25
17.5
9
H
-Int
erna
tiona
l (BV
I) C
ompa
ny L
imite
d (4
) 0.
08
0.08
10
0.00
10
0.00
-
- 0.
07
0.07
99
7.48
1,
074.
29
- -
H
emar
aj Int
erna
tiona
l Lim
ited
(5)
0.03
0.
03
100.
00
100.
00
- -
0.03
0.
03
0.03
0.
03
- -
H
-Con
stru
ctio
n M
anag
emen
t an
d
Engi
neer
ing
Com
pany
Lim
ited
17.1
5 17
.15
99.9
9 99
.99
- -
17.1
5 17
.15
16.6
5 17
.86
- -
Th
e Pa
rk R
esid
ence
Com
pany
Lim
ited
0.25
0.
25
99.9
9 99
.99
- -
0.25
0.
25
1.92
1.
34
0.90
5.
00
H
emar
aj W
ater
Com
pany
Lim
ited
(6)
100.
00
100.
00
99.9
9 99
.99
- -
- -
126.
04
118.
15
- -
SM
E Fa
ctor
y Co
mpa
ny L
imite
d 37
.00
37.0
0 99
.99
99.9
9 -
- 37
.00
37.0
0 36
.02
37.2
1 -
0.05
H
- P
hoen
ix P
rope
rty
Com
pany
Lim
ited
(7)
480.
00
480.
00
99.9
9 99
.99
- -
480.
00
480.
00
484.
88
483.
57
2.40
6.
40
H
emar
aj C
lean
Wat
er C
ompa
ny L
imite
d 64
5.00
58
0.50
99
.99
99.9
9 -
- 64
5.00
64
5.00
66
8.36
66
3.72
63
.85
50.3
1
In
vest
men
ts in
sub
sidi
arie
s
-
- 3,
935.
04
2,93
1.60
7,
703.
42
5,64
7.97
53
4.30
65
1.35
* Th
e fina
ncia
l st
atem
ents
of
thos
e 2
subs
idia
ries
wer
e au
dite
d by
oth
er a
uditor
. Th
e co
nsol
idat
ed f
inan
cial
sta
tem
ents
as
at D
ecem
ber
31, 20
10 o
f th
e co
mpa
ny inc
lude
d th
e fina
ncia
l st
atem
ent
of t
hose
2
subs
idia
ries
with
the
tota
l as
sets
as
at D
ecem
ber
31, 2
010
in the
am
ount
of Bah
t 1,
499.
92 m
illio
n an
d th
e to
tal re
venu
e as
fro
m O
ctob
er 1
, 201
0 to
Dec
embe
r 31
, 201
0 in
the
am
ount
of Bah
t 29
.42
mill
ion.
รายงานประจํ าปี 2553 • Annual Report 2010
173
IN
VEST
MENTS
IN S
UBSI
DIA
RIE
S AND A
SSOCIA
TES
(Con
tinu
ed)
In
vest
men
ts (M
illio
n Bah
t)
Pa
id-u
p Ca
pita
l Pe
rcen
tage
of sh
ares
hel
d Con
solid
ated
fin
ancial
Se
para
te fin
ancial
Net
boo
ked
valu
e in
the
Div
iden
d fo
r th
e ye
ar e
nded
(M
illio
n Ba
ht)
by the
Com
pany
(Pe
rcen
t)
stat
emen
ts
stat
emen
ts (at
Cos
t)
port
ion
of in
vest
men
ts
Dec
embe
r 31
,
Com
pany
20
10
2009
20
10
2009
20
10
2009
20
10
2009
20
10
2009
20
10
2009
Asso
ciat
es: C
omm
on sha
reho
lder
s and
co-d
irector
s
Co
fely
(Th
aila
nd) C
ompa
ny L
imite
d
(For
mer
ly k
nown
as “
Elyo
-H F
acili
ties
Man
agem
ent Li
mite
d”)
50.0
0 50
.00
39.9
9 39
.99
26.9
7 25
.14
20.0
0 20
.00
26.9
7 25
.15
1.80
1.
40
H
emar
aj S
arab
uri I
ndus
tria
l Lan
d
Com
pany
Lim
ited
(For
mer
ly k
nown
as
“SIL
Indu
stria
l Lan
d Co
mpa
ny L
imite
d”) (
1)
- 50
0.00
-
25.0
0 -
276.
01
- 23
9.75
-
265.
03
10.5
0 7.
87
H
emar
aj R
ayon
g In
dust
rial
Lan
d Co
mpa
ny
Lim
ited
(For
mer
ly k
nown
as “
RIL
Indu
strial
Lan
d Co
mpa
ny L
imite
d”) (2
) -
1,00
0.00
-
25.0
0 -
- -
- -
- -
-
GH
ECO –
One
Com
pany
Lim
ited
(8)
7,71
9.00
32
4.00
35
.00
35.0
0 3,
188.
88
207.
12
2,70
1.65
11
3.40
3,
188.
88
207.
12
- -
H
ouay
Ho
Thai
Com
pany
Lim
ited
(9)
527.
69
527.
69
51.0
0 51
.00
263.
53
255.
14
267.
22
267.
22
285.
39
277.
17
1.62
-
H
ouay
Ho
Power
Com
pany
Lim
ited
(9)
50.0
0 50
.00
12.7
5 12
.75
- -
- -
- -
- -
(Mill
ion
USD
) (M
illio
n USD
)
In
vest
men
ts in
ass
ocia
tes
3,47
9.38
76
3.41
2,
988.
87
640.
37
3,50
1.24
77
4.47
13
.92
9.27
Tota
l inv
estm
ents
3,
479.
38
763.
41
6,92
3.91
3,
571.
97
11,2
04.6
6 6,
422.
44
548.
22
660.
62
Divide
nd in
com
e fo
r the
yea
rs e
nded
Dec
embe
r 31
Su
bsid
iaries
53
4.30
65
1.35
As
sociat
es
13.9
2 9.
27
Oth
er c
ompa
nies
63
.12
34.9
2
Tota
l
611.
34
695.
54
(1)
In 2
010,
the
Com
pany
has
pai
d fo
r in
vest
men
t ac
quisitio
n in
Hem
araj
Sar
abur
i In
dust
rial
Lan
d Com
pany
Lim
ited
(H
SIL)
to
Cem
enth
ai H
oldi
ng C
ompa
ny L
imited
(CH
C) in
the
am
ount
of Bah
t 76
3.69
mill
ion
(Not
e 10
.2).
(2)
99.9
9% ind
irec
tly
held
by
Hem
araj
Sar
abur
i In
dust
rial
Lan
d Com
pany
Lim
ited
. (3
) 74
.99%
direc
tly
held
by
the
Com
pany
and
25%
ind
irec
tly
held
by
Eas
tern
Ind
ustr
ial Est
ate
Com
pany
Lim
ited
. (4
) H
-Int
erna
tion
al (
BVI) C
ompa
ny L
imited
was
reg
iste
red
in t
he B
ritish
Virgi
n Is
land
s (U
S. c
urre
ncy
is u
sed
for
busine
ss o
pera
tion
). No
Thai
inc
ome
tax
has
been
acc
rued
for
und
istr
ibut
ed n
et inc
ome
of t
he
over
seas
sub
sidi
ary,
sin
ce the
net
inc
ome
are
inte
nd to
be r
etai
ned
by the
sub
sidi
ary
for
rein
vest
men
t pu
rpos
es.
(5)
Hem
araj
Int
erna
tion
al L
imited
was
reg
iste
red
in the
Cay
man
Islan
ds (US.
cur
renc
y is u
sed
for
busine
ss o
pera
tion
). Th
e Com
pany
obt
aine
d th
e in
form
atio
n fr
om the
fin
ancial
sta
tem
ents
whi
ch w
ere
prep
ared
by
the
sub
sidi
ary’
s m
anag
emen
t an
d wer
e no
t au
dite
d by
an
audi
tor. N
ever
thel
ess, i
ts t
otal
ass
ets
and
net
prof
it p
rese
nted
in
the
fina
ncia
l st
atem
ents
wer
e im
mat
eria
lity
to t
he c
onso
lidat
ed f
inan
cial
st
atem
ents
.
รายงานประจํ าปี 2553 • Annual Report 2010
174
(6) 99.99% indirectly held by Hemaraj Clean Water Company Limited (7) In 2009, H – Phoenix Property Company Limited had called for fully paid up capital and registered to decrease share capital to
Baht 480 million. (8) 35% directly held by the Company in GHECO – One Company Limited. In 2010, the Company had paid the share capital increase to GHECO – One Company Limited, in the total amount of Baht 2,588.25
million to maintain the existing proportion of shareholding structure. (9) 51% directly held by the Company in Houay Ho Thai Company Limited that has held 25% in Houay Ho Power Company Limited, a
company registered in Lao People’s Democratic Republic (US. currency is used for business operation). The Company did not include the financial statements of Houay Ho Thai Company Limited in the consolidated financial statements since the Company is the strategic partner. Other investor has capability to operate the power plant and provides financial support for the Company to invest in Houy Ho Thai Company Limited which was already repaid in 2010.
10.2 Acquisition
On October 1, 2010, the Company has paid for 75% investment acquisition in Hemaraj Saraburi Industrial Land Company Limited (HSIL) to Cementhai Holding Company Limited (CHC) in the amount of Baht 763.69 million, resulting in shareholding from previous 25% to 99.99% investment in HSIL. HSIL held 99.99% investment in Hemaraj Rayong Industrial Land Company Limited (HRIL) resulting in the Company to be parent company of both HSIL and HRIL. As a result, the Company’s consolidated financial statements have already included those two subsidiaries’ balance sheets as of December 31, 2010 and statements of income from October 1, 2010 to December 31, 2010.
In addition to the investment by exercising the option to acquire the remaining shares of 75%, the Company granted loan to HSIL in the amount of Baht 380 million in order to repay the long term loan to CHC.
On October 1, 2010, the Company’s payment of Baht 763.69 million for the additional investment acquisition of those two subsidiaries resulted in a gain from a bargain purchase presenting a profit of Baht 144.15 in the consolidated statements of income for the year ended December 31, 2010. The details of the acquisitions were as follows:
(Unit : Thousand Baht)
Net fair value of assets and liabilities Assets Cash and cash equivalents 34,731 Trade account receivables 19,452 Cost of real estate developments 1,504,000 Other current assets 2,091 Property, plant and equipment, net 52,909 Other non - current assets 25 1,613,208 Liabilities Trade account payables 10,343 Short - term loans from related parties 380,000 Accrued income tax 10,778 Other current liabilities 22,676 423,797 Net assets value 1,189,411 Cash paid for acquisition and fair value of equity as held before acquisition Fair value of equity as held before acquisition ( 25%) 280,314 Cash paid for acquisition on October 1, 2010 (75%) 763,689 1,044,003 Gain from bargain purchase 145,408
INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (Continued)
รายงานประจํ าปี 2553 • Annual Report 2010
175
The 2 subsidiaries contributed consolidated revenues of Baht 29.32 million and consolidated net loss of Baht 1.87 million to the Consolidated financial statement of the company for the period from October 1, 2010 to December 31, 2010. If the acquisition had occurred on January 1, 2010, consolidated revenue and consolidated net profit for the year ended December 31, 2010 of 2 subsidiaries would have been Baht 252.57 million and Baht 92.23 million respectively.
11. OTHER LONG - TERM INVESTMENTS, NET As at December 31, other long-term investments, net consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Investments in related parties
Sriracha Harbor Public Company Limited 15,000 15,000 - -
Eastern Fluid Transport Company Limited 1,500 1,500 - -
Total 16,500 16,500 - -
Less Provision for impairment loss on investments (15,000) (15,000) - -
Other long-term investments - related parties, net 1,500 1,500 - -
Others
Glow IPP Company Limited 142,500 142,500 142,500 142,500
Other company 1,000 1,000 - -
Total 143,500 143,500 142,500 142,500
Less Provision for impairment loss on investment (717) (717) - -
Other long-term investments - others, net 142,783 142,783 142,500 142,500
Other long-term investments, net 144,283 144,283 142,500 142,500
รายงานประจํ าปี 2553 • Annual Report 2010
176
12.
ASS
ETS
FOR R
ENT,
NET
As
at D
ecem
ber
31, 2
010
and
2009
, ass
ets
for
rent
, net
con
sist
ed o
f:
(U
nit : T
hou
sand
Bah
t)
Cha
nges
in
Cos
t Cha
nges
in
Acc
umul
ated
Dep
reciat
ion
Net
Boo
k Val
ue
Dispo
sal/
Dispo
sal/
Beg
inni
ng
Add
itio
n Tr
ansf
er
End
ing
Beg
inni
ng
Dep
reciat
ion
Tran
sfer
End
ing
Beg
inni
ng
End
ing
Con
solid
ated
fin
ancial
sta
tem
ents
La
nd (*)
38
8,52
4 -
(2,1
44)
386,
380
- -
- -
388,
524
386,
380
Bui
ldin
gs (*)
1,
917,
051
- 20
,381
1,
937,
432
392,
263
96,3
38
(9,8
06)
478,
795
1,52
4,78
8 1,
458,
637
Bui
ldin
g im
prov
emen
ts
13,4
37
944
(145
) 14
,236
7,
220
1,58
8 (2
8)
8,78
0 6,
217
5,45
6
Fu
rnitur
e an
d fixt
ure
3,40
7 58
2 -
3,98
9 89
1 78
1 -
1,67
2 2,
516
2,31
7
Pi
pe r
ack
242,
064
31,7
54
25,0
40
298,
858
111,
754
18,8
74
- 13
0,62
8 13
0,31
0 16
8,23
0
Con
stru
ctio
n in
pro
gres
s 25
,040
-
(25,
040)
-
- -
- -
25,0
40
-
Ass
ets
for
rent
, net
2,
589,
523
33,2
80
18,0
92
2,64
0,89
5 51
2,12
8 11
7,58
1 (9
,834
) 61
9,87
5 2,
077,
395
2,02
1,02
0
Sepa
rate
fin
ancial
sta
tem
ents
La
nd (*)
32
,740
-
(891
) 31
,849
-
- -
- 32
,740
31
,849
Bui
ldin
gs (*)
70
,897
-
(1,3
24)
69,5
73
13,1
29
3,52
6 (1
81)
16,4
74
57,7
68
53,0
99
Bui
ldin
g im
prov
emen
ts
884
- -
884
68
44
- 11
2 81
6 77
2
Ass
ets
for
rent
, net
10
4,52
1 -
(2,2
15)
102,
306
13,1
97
3,57
0 (1
81)
16,5
86
91,3
24
85,7
20
Con
solid
ated
Se
para
te
fina
ncia
l st
atem
ents
fina
ncia
l st
atem
ents
20
10
2009
20
10
2009
Dep
reciat
ions
whi
ch inc
lude
d in
sta
tem
ents
of in
com
e fo
r th
e ye
ars
ende
d Dec
embe
r 31
:
Cos
t of
ser
vice
s
11
7,58
1 11
3,49
4 3,
570
3,58
9
(*)
Land
and
Bui
ldin
gs w
ere
tran
sfer
red
from
rea
l es
tate
dev
elop
men
t co
st.
As
at D
ecem
ber
31, 2
010
and
2009
, the
ass
ets
for
rent
of th
e Com
pany
and
the
sub
sidi
arie
s ha
ve b
een
mor
tgag
ed a
s co
llate
ral fo
r lo
ans
from
loc
al fin
ancial
ins
titu
tion
s an
d ot
her
pers
on.
รายงานประจํ าปี 2553 • Annual Report 2010
177
13.
PROPE
RTY
, PLA
NT
AND E
QUIP
MENT,
NET
As
at D
ecem
ber
31, 2
010
and
2009
, pro
pert
y, p
lant
and
equ
ipm
ent, n
et c
onsist
ed o
f:
(U
nit : T
hou
sand
Bah
t)
Cha
nges
in
Cos
t Cha
nges
in
Acc
umul
ated
Dep
reciat
ion
Net
Boo
k Val
ue
Dispo
sal/
Dispo
sal/
Beg
inni
ng
Add
itio
n (*
) Tr
ansf
er
End
ing
Beg
inni
ng D
epre
ciat
ion
(*)
Tran
sfer
End
ing
Beg
inni
ng
End
ing
Con
solid
ated
fin
ancial
sta
tem
ents
La
nd
4,
579
1,42
0 -
5,99
9 -
- -
- 4,
579
5,99
9
Bui
ldin
gs a
nd s
truc
ture
13
8,81
5 73
,229
44
,373
25
6,41
7 51
,054
53
,571
-
104,
625
87,7
61
151,
792
Bui
ldin
g im
prov
emen
ts
8,87
6 37
3,16
5 2,
583
384,
624
5,65
1 36
8,77
7 -
374,
428
3,22
5 10
,196
Fu
rnitur
e, fix
ture
and
equ
ipm
ent
196,
738
277,
936
3,86
5 47
8,53
9 12
1,89
9 28
1,50
5 -
403,
404
74,8
39
75,1
35
Veh
icle
s 96
,803
17
,765
(4
19)
114,
149
65,9
50
16,5
25
(419
) 82
,056
30
,853
32
,093
Raw
wat
er p
ipe
129,
167
13,2
81
74,3
09
216,
757
12,6
29
11,4
33
- 24
,062
11
6,53
8 19
2,69
5
Res
ervo
ir
26,3
15
- -
26,3
15
6,83
3 3,
230
- 10
,063
19
,482
16
,252
Po
tabl
e wat
er p
rodu
ctio
n sy
stem
10
0,50
6 -
- 10
0,50
6 12
,446
5,
222
- 17
,668
88
,060
82
,838
Con
stru
ctio
n in
pro
gres
s 24
,946
11
7,43
7 (1
25,1
30)
17,2
53
- -
- -
24,9
46
17,2
53
To
tal
726,
745
874,
233
(419
) 1,
600,
559
276,
462
740,
263
(419
) 1,
016,
306
450,
283
584,
253
Le
ss
Res
erve
for
im
pairm
ent lo
ss o
f as
sets
*
(1
0,16
6)
(10,
166)
Prop
erty
, pla
nt a
nd e
quip
men
t, n
et
440,
117
574,
087
• In
clus
ive
of a
sset
s fr
om a
cqui
sition
in
cost
of Bah
t 71
3.46
mill
ion
and
accu
mul
ated
dep
reciat
ion
of B
aht 67
6.81
mill
ion.
In
case
of ex
clus
ive
of s
uch
asse
ts, fo
r th
e ye
ar e
nded
Dec
embe
r 31
, 201
0, the
add
itio
nal
cons
olid
ated
ass
ets
was
Bah
t 16
0.77
mill
ion
and
cons
olid
ated
dep
reciat
ion
was
Bah
t 63
.45
mill
ion.
รายงานประจํ าปี 2553 • Annual Report 2010
178
Pr
oper
ty, p
lant
and
equ
ipm
ent, n
et (co
ntin
ued)
(Unit: Thou
sand
Bah
t)
Cha
nges
in
Cos
t Cha
nges
in
Acc
umul
ated
Dep
reciat
ion
Net
Boo
k Val
ue
Dispo
sal/
Dispo
sal/
Beg
inni
ng
Add
itio
n Tr
ansf
er
End
ing
Beg
inni
ng
Dep
reciat
ion
Tran
sfer
End
ing
Beg
inni
ng
End
ing
Sepa
rate
fin
ancial
sta
tem
ents
La
nd
2,
983
- -
2,98
3 -
- -
- 2,
983
2,98
3
Bui
ldin
gs a
nd s
truc
ture
88
,874
-
- 88
,874
25
,907
5,
716
- 31
,623
62
,967
57
,251
Bui
ldin
g im
prov
emen
ts
3,48
2 -
- 3,
482
3,29
0 54
-
3,34
4 19
2 13
8
Fu
rnitur
e, fix
ture
and
equ
ipm
ent
78,1
66
3,02
6 -
81,1
92
61,4
72
6,16
8 -
67,6
40
16,6
94
13,5
52
Veh
icle
s 44
,927
11
,341
-
56,2
68
36,2
32
4,65
8 -
40,8
90
8,69
5 15
,378
Raw
wat
er p
ipe
6,00
8 -
- 6,
008
3,41
5 40
0 -
3,81
5 2,
593
2,19
3
Con
stru
ctio
n in
pro
gres
s 72
4 -
- 72
4 -
- -
- 72
4 72
4
Tota
l 22
5,16
4 14
,367
-
239,
531
130,
316
16,9
96
- 14
7,31
2 94
,848
92
,219
Le
ss
Res
erve
for
im
pairm
ent
lo
ss o
f as
sets
*
(724
) (7
24)
Pr
oper
ty, p
lant
and
equ
ipm
ent, n
et
94
,124
91
,495
Con
solid
ated
Se
para
te
fina
ncia
l st
atem
ents
fina
ncia
l st
atem
ents
20
10
2009
20
10
2009
Dep
reciat
ions
whi
ch inc
lude
d in
sta
tem
ents
of in
com
e fo
r th
e ye
ars
ende
d Dec
embe
r 31
:
Cos
t of
ser
vice
s
41
,488
32
,399
2,
021
1,90
5
Se
lling
and
adm
inistr
ativ
e ex
pens
es
21,9
65
24,0
67
14,9
75
16,5
22
To
tal Dep
reciat
ion
for
the
year
s
63
,453
56
,466
16
,996
18
,427
Cos
t of
the
pro
pert
y, p
lant
and
equ
ipm
ent whi
ch h
ave
been
ful
ly d
epre
ciat
ed b
ut a
re s
till
in u
se
763,
692
113,
859
81,4
38
65,8
30
* Res
erve
for
im
pairm
ent lo
ss o
f as
sets
is
prov
ided
for
the
cea
sed
cons
truc
tion
in
prog
ress
.
As
at D
ecem
ber
31, 2
010
and
2009
, the
lan
d with
build
ing
and
stru
ctur
e of
the
Com
pany
and
the
sub
sidi
arie
s ha
ve b
een
mor
tgag
ed a
s co
llate
ral fo
r lo
ans
from
loc
al fin
ancial
ins
titu
tion
s.
รายงานประจํ าปี 2553 • Annual Report 2010
179
14. LEASEHOLD LAND AND LAND HELD FOR COMMERCIAL PURPOSES, NET As at December 31, leasehold land and land held for commercial purposes, net consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Land bank 10,201 10,201 10,201 10,201
Land cost of projects suspended from developments 1,135,711 1,135,711 1,135,711 1,135,711
Suspended development project costs 268,452 268,452 268,452 268,452
Capitalized finance costs 556,119 556,119 556,119 556,119
Leasehold land 77,077 77,077 77,077 77,077
Total 2,047,560 2,047,560 2,047,560 2,047,560
Less Accumulated cost of sales (841,514) (841,514) (841,514) (841,514)
Accumulated costs transferred for debt
settlement (645,413) (645,413) (645,413) (645,413)
Loss on projects evaluation (245,696) (245,696) (245,696) (245,696)
Leasehold land and land held for commercial
purposes, net 314,937 314,937 314,937 314,937
Information of leasehold land and land held for commercial purpose is as follows:-
Valuation Stated in the Financial Statements In 2008, the leasehold land and land held for commercial purposes have been appraised by an
independent appraisal company which caused diminution from assets appraisal in 2006. The Company recorded such decline as “Provision for loss on diminution in value of real estate development cost” amounting to Baht 11.20 million in statements of income for the year ended December 31, 2008.
Obligation of Assets As at December 31, 2010 and 2009, portion of land in the projects of the Company and the
subsidiaries has been mortgaged as collateral for loans from local financial institutions. 15. SINKING FUND, NET As disclosed in the Note 29 to the financial statements, the Company and its subsidiaries had
entered into the joint operating agreements with the Industrial Estate Authority of Thailand (“IEAT”). The Company and its subsidiaries are committed to be a provider and to set up a fund (“Sinking Fund”) for major maintenance and replacement of utilities systems and facilities for the customers in the industrial estate. The Company and its subsidiaries had made the payment by cash and by transferring of partial piece of land for the Sinking Fund, and in addition, the Company and its subsidiaries had transferred the withdrawal rights over the Sinking fund to IEAT per the terms and conditions of such agreements. The Company and its subsidiaries have recorded the cash paid and land transferred to IEAT for the fund under Sinking Fund accounts. The amortization period of 20 years is applied on the useful future economic life of Sinking Fund under the joint contract agreements with IEAT.
รายงานประจํ าปี 2553 • Annual Report 2010
180
As at December 31, sinking fund, net consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Sinking Fund 183,777 180,423 52,405 52,405
Less Accumulated amortization (103,468) (98,063) (32,721) (31,191)
Sinking fund, net 80,309 82,360 19,684 21,214
16. SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS
Short-term loans from local financial institutions As at December 31, 2009, the Company had short-term loans from several local financial institutions
in the amount of Baht 450 million, with interest rate as at December 31, 2009 ranging between 4.40% to 5.375% per annum.
Bank overdraft As at December 31, 2010 and 2009, the Company and its subsidiaries have overdraft credit limit from
local financial institutions in the amount of Baht 160 million and Baht 140 million, respectively. The interest rate is charged at MOR and MOR+0.50% per annum. Such overdraft is guaranteed by the mortgage on partial land and structure in the projects of real estate development of the Company and its subsidiaries.
17. SHORT-TERM LOANS FROM OTHER PARTIES AND OTHER PERSONS As at December 31, short-term loans from other parties and other persons consisted of: THOUSAND BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Bill of exchange discounted at 2.90-3.75 %
without collateral
- Other parties - 380,000 - 380,000
- Other persons - 40,000 - 40,000
Promissory note at 4.75% - 5.50% interest rate
- Other person 30,000 30,000 - -
Total short-term loans from other parties
and other persons 30,000 450,000 - 420,000
รายงานประจํ าปี 2553 • Annual Report 2010
181
18. Debentures In 2010, the Company had issued unsubordinated and unsecured debentures in the amount of Baht
6,000 million (6,000,000 units at Baht 1,000 each) with principal amount of Baht 1,000 by private placement, institution investors and high net worth individual as follows:-
No. Date Maturity date Interest rate Amount (Thousand Baht)
1/2010 March 5, 2010 March 5, 2013 4.50% 450,000 2/2010 April 8, 2010 April 8, 2013 4.50% 562,000 April 8, 2010 April 8, 2014 4.90% 400,000 3/2010 May 25, 2010 May 25, 2013 4.50 % 150,000 May 25, 2010 May 25, 2015 Year 1-3 : 4.90%, 1,500,000 Year 4 : 5.80% and Year 5 : 6.50% 4/2010 July 21, 2010 July 21, 2017 Year 1-3 : 4.90%, 2,300,000 Year 4-6 : 6.00% and Year 7 : 6.50% 5/2010 October 5, 2010 October 5, 2019 Year 1-3 : 4.90%, 638,000 Year 4-6 : 6.00%, Year 7 : 6.50% and Year 8-9 : 6.75%Total 6,000,000 19. LONG-TERM LOANS AND ADVANCE FROM RELATED PARTY As at December 31, 2010, the Company had loans and advance from H-International (BVI) Company
Limited, an oversea subsidiary, amounting to USD 21.66 million and Baht 332.38 million (2009 : USD 21.66 million and Baht 332.48 million) which do not have the maturity date and the interest charge.
รายงานประจํ าปี 2553 • Annual Report 2010
182
20.
OTH
ER L
ONG-T
ERM
LOANS
As
at D
ecem
ber
31, o
ther
lon
g-te
rm loa
ns c
onsist
ed o
f:
Lo
an c
ondi
tion
Bal
ance
s
Inte
rest
pay
men
t (M
illio
n Bah
t)
Cre
dit lin
e
Inte
rest
rat
e
(M
illio
n Bah
t)
Cre
dit pe
riod
Pr
incipa
l re
paym
ent
Term
pe
r an
num
(%
) 20
10
2009
Hem
araj
Lan
d an
d Dev
elop
men
t Pu
blic C
ompa
ny L
imited
A.
Loan
fro
m loc
al c
omm
ercial
ban
k co
nsiste
d of
:
A.1
45
0 Ju
ne 2
008
-
28 q
uart
erly
ins
tallm
ents
, com
men
cing
fro
m the
9th
End
of m
onth
Yea
r 1-
2: M
LR-1
.50,
35
0.00
40
0.00
Dec
embe
r 20
15
mon
th a
fter
the
first
dra
wdo
wn.
Yea
r 3-
4: M
LR-1
.125
,
Inst
allm
ent 1-
12 : B
ath
12.5
0 m
illio
n ea
ch;
Yea
r 5:
MLR
–1.
00
Inst
allm
ent 13
-20
: Bat
h 15
.00
mill
ion
each
;
Inst
allm
ent 21
-27
: Bat
h 22
.50
mill
ion
each
; and
Inst
allm
ent 28
: r
epai
d al
l re
mai
ning
bal
ance
A.2
50
0 Dec
embe
r 20
08 -
16 q
uart
erly
ins
tallm
ents
, com
men
cing
fro
m M
arch
201
0.
End
of m
onth
M
LR+0
.50
450.
00
500.
00
Dec
embe
r 20
13
Inst
allm
ent 1-
8 : B
ath
12.5
0 m
illio
n ea
ch;
Inst
allm
ent 9-
12 : B
ath
37.5
0 m
illio
n ea
ch; a
nd
Inst
allm
ent 13
-16
: Bat
h 62
.50
mill
ion
each
.
A.3
70
0 M
arch
200
9 -
Rep
aym
ent whe
n m
ortg
age
of c
ondo
min
ium
is
rele
ased
. End
of m
onth
Yea
r 1
MLR
-1.0
0,
328.
75
589.
81
M
arch
201
2
Yea
r 2
MLR
-0.7
5,
Yea
r 3
MLR
-0.5
0
A.4
43
6 Dec
embe
r 20
09 -
six-
mon
th ins
tallm
ents
, com
men
cing
fro
m the
13r
d
End
of m
onth
M
LR
- 28
0.00
Dec
embe
r 20
14
mon
th a
fter
the
first
dra
wdo
wn.
Inst
allm
ent 1
: Bat
h 92
.00
mill
ion
each
;
Inst
allm
ent 2-
7 : B
ath
53.0
0 m
illio
n ea
ch;
Inst
allm
ent 8
: Bat
h 13
.00
mill
ion
each
; and
Inst
allm
ent 9
: rep
aid
all re
mai
ning
bal
ance
Or
repa
ymen
t whe
n m
ortg
age
of lan
d is r
elea
sed.
รายงานประจํ าปี 2553 • Annual Report 2010
183
Oth
er lon
g-te
rm loa
ns (co
ntin
ued)
Loan
con
dition
Bal
ance
s
Inte
rest
pay
men
t (M
illio
n Bah
t)
Cre
dit lin
e
Inte
rest
rat
e
(M
illio
n Bah
t)
Cre
dit pe
riod
Pr
incipa
l re
paym
ent
Term
pe
r an
num
(%
) 20
10
2009
A.5
1,
000
Not
yet
sta
rted
Si
x-m
onth
ins
tallm
ents
, com
men
cing
fro
m the
13r
d
End
of m
onth
M
LR
- -
th
e firs
t dr
awdo
wn
mon
th a
fter
the
first
dra
wdo
wn.
Inst
allm
ent 1
: Bat
h 20
8.00
mill
ion
each
;
Inst
allm
ent 2-
7 : B
ath
122.
00 m
illio
n ea
ch;
Inst
allm
ent 8
: Bat
h 30
.00
mill
ion
each
; and
Inst
allm
ent 9
: rep
aid
all re
mai
ning
bal
ance
Or
repa
ymen
t whe
n m
ortg
age
of lan
d is r
elea
sed.
A.6
33
2 Fe
brua
ry 2
010
- One
tim
e re
paym
ent on
the
60t
h m
onth
after
the
first
End
of m
onth
M
LR
17.3
4 -
Fe
brua
ry 2
015
draw
down.
Or
repa
ymen
t whe
n m
ortg
age
of lan
d
is r
elea
sed.
A.7
80
0 Dec
embe
r 20
10 -
Qua
rter
ly ins
tallm
ents
, com
men
cing
fro
m the
yea
r 20
12.
End
of m
onth
M
LR –
1.5
0 20
0.00
-
M
arch
201
7 Yea
r 20
12 : Ins
tallm
ent Bat
h 38
.50
mill
ion
each
;
Yea
r 20
13-2
015
: Ins
tallm
ent Bat
h 43
.25
mill
ion
each
;
Yea
r 20
16 : Ins
tallm
ent Bat
h 31
.75
mill
ion
each
; and
Yea
r 20
17 : r
epai
d al
l re
mai
ning
bal
ance
Or
repa
ymen
t whe
n m
ortg
age
of lan
d is r
elea
sed.
To
tal
4,21
8 (*
)
1,
346.
09
1,76
9.81
(*)
Cur
rent
por
tion
of lo
ng ter
m loa
ns in
the
sepa
rate
fin
ancial
sta
tem
ents
for
the
yea
rs the
n en
ded
Dec
embe
r 31
, 201
0 an
d 20
09 is
Bah
t 35
3.75
mill
ion
and
Bah
t 38
9.81
mill
ion,
res
pect
ivel
y.
Cur
rent
por
tion
of lo
ng - ter
m loa
ns b
y sc
hedu
led
tran
sfer
in
the
sepa
rate
fin
ancial
sta
tem
ents
for
the
yea
rs the
n en
ded
Dec
embe
r 31
, 201
0 an
d 20
09 is
Bah
t 17
.34
mill
ion
and
Bah
t 24
4.89
mill
ion,
res
pect
ivel
y.
รายงานประจํ าปี 2553 • Annual Report 2010
184
Oth
er lon
g-te
rm loa
ns (co
ntin
ued)
Loan
con
dition
Bal
ance
s
Inte
rest
pay
men
t (M
illio
n Bah
t)
Cre
dit lin
e
Inte
rest
rat
e
(M
illio
n Bah
t)
Cre
dit pe
riod
Pr
incipa
l re
paym
ent
Term
pe
r an
num
(%
) 20
10
2009
Eas
tern
Sea
boar
d In
dust
rial
Est
ate
(Ray
ong)
Com
pany
Lim
ited
A.
Loan
fro
m loc
al c
omm
ercial
ban
ks c
onsist
ed o
f:
A.1
30
0 Ja
nuar
y 20
09 -
Qua
rter
ly ins
tallm
ents
, Bah
t 12
.00
mill
ion
each
,
End
of m
onth
M
LR-0
.75
55.0
6 10
3.06
Dec
embe
r 20
11
com
men
cing
fro
m M
arch
200
9. O
r re
paym
ent whe
n
mor
tgag
e of
lan
d is r
elea
sed.
Dec
embe
r 20
03 -
Rep
aym
ent whe
n m
ortg
age
of lan
d is r
elea
sed.
End
of m
onth
Yea
r 1-
3: M
LR-2
.00,
Dec
embe
r 20
08
Yea
r 4-
5: M
LR-1
.00
A.2
50
Ju
ly 2
005
- 60
mon
ths
inst
allm
ents
, Bah
t 0.
84 m
illio
n ea
ch,
End
of m
onth
Yea
r 1-
2: M
LR-1
.75,
0.
69
10.7
0
Ju
ly 2
011
com
men
cing
fro
m the
13t
h m
onth
after
the
first
Yea
r 3-
4: M
LR-1
.25,
draw
down,
and
the
rem
aini
ng w
ill b
e re
paid
in
the
Yea
r 5-
6: M
LR-1
.00
last
per
iod.
A.3
80
Dec
embe
r 20
06 -
Qua
rter
ly ins
tallm
ents
, Bah
t 5
mill
ion
each
, com
men
cing
End
of m
onth
Yea
r 1:
MLR
-1.0
0,
- 15
.73
Dec
embe
r 20
11
from
the
15t
h m
onth
after
the
first
dra
wdo
wn.
Yea
r 2:
MLR
-0.7
5,
Yea
r 3:
MLR
-0.5
0,
Yea
r 4-
5: M
LR
A.4
17
5 Se
ptem
ber
2008
-
25 q
uart
erly
ins
tallm
ents
, Bah
t 7.
0 m
illio
n ea
ch,
End
of m
onth
M
LR-1
.50
90.0
0 11
8.00
Se
ptem
ber
2015
co
mm
encing
fro
m the
13t
h m
onth
after
the
first
draw
down
and
the
rem
aini
ng w
ill b
e re
paid
in
the
last
period
. Or
repa
ymen
t whe
n m
ortg
age
of lan
d an
d
cons
truc
tion
is
rele
ased
.
B.
Loan
s fr
om o
ther
per
sons
con
sist
ed o
f:
B.1
63
M
arch
200
8 -
Qua
rter
ly ins
tallm
ents
, Bah
t 3
mill
ion
each
, com
men
cing
End
of m
onth
M
LR-0
.875
of
18.0
0 45
.00
M
arch
201
1
from
Sep
tem
ber
2008
.
Kas
ikor
nban
k Pl
c.
To
tal
668
163.
75
292.
49
รายงานประจํ าปี 2553 • Annual Report 2010
185
Oth
er lon
g-te
rm loa
ns (co
ntin
ued)
Loan
con
dition
Bal
ance
s
Inte
rest
pay
men
t (M
illio
n Bah
t)
Cre
dit lin
e
Inte
rest
rat
e
(M
illio
n Bah
t)
Cre
dit pe
riod
Pr
incipa
l re
paym
ent
Term
pe
r an
num
(%
) 20
10
2009
Hem
araj
Eas
tern
Sea
boar
d In
dust
rial
Est
ate
Com
pany
Lim
ited
A.
Loan
fro
m loc
al c
omm
ercial
ban
k co
nsiste
d of
:
A.1
80
0 Dec
embe
r 20
05 -
Rep
aym
ent whe
n m
ortg
age
of lan
d is r
elea
sed.
End
of m
onth
M
LR-1
.00
151.
35
228.
30
Dec
embe
r 20
10
A.2
24
5 Ju
ne 2
007
- 2
year
s gr
ace
period
, qua
rter
ly ins
tallm
ents
, Bah
t 20
.42
End
of m
onth
M
LR-1
.00
115.
24
196.
92
Ju
ne 2
012
mill
ion
each
, com
men
cing
fro
m y
ear
3. T
he d
ebt m
ust
be ful
ly r
epai
d withi
n 5
year
s sinc
e th
e co
ntra
ct d
ate.
Or
repa
ymen
t whe
n m
ortg
age
of lan
d is r
elea
sed.
A.3
24
5 Nov
embe
r 20
08 -
24 q
uate
rly
instal
lmen
ts, B
aht 12
.09
mill
ion
each
, com
men
cing
End
of m
onth
M
LR-1
.00
125.
73
232.
91
Nov
embe
r 20
15
from
the
13t
h m
onth
after
con
trac
t da
te. O
r re
paym
ent
whe
n m
ortg
age
of lan
d an
d co
nstr
uction
is
rele
ased
.
To
tal
1,29
0
39
2.32
65
8.13
Eas
tern
Ind
ustr
ial Est
ate
Com
pany
Lim
ited
A.
Loan
fro
m loc
al c
omm
ercial
ban
k co
nsiste
d of
:
A.1
30
0 M
ay 2
009
- 12
qua
terly
inst
allm
ents
, Bah
t 37
.50
mill
ion
each
. Or
End
of m
onth
Yea
r 1
MLR
-1,
54.8
1 12
9.81
M
ay 2
012
repa
ymen
t whe
n m
ortg
age
of lan
d is r
elea
sed.
Yea
r 2-
3 M
LR-0
.75
To
tal
300
54.8
1 12
9.81
Hem
araj
Wat
er C
ompa
ny L
imited
A.
Loan
fro
m loc
al c
omm
ercial
ban
k co
nsiste
d of
:
A.1
80
Dec
embe
r 20
06 -
60 m
onth
s in
stal
lmen
ts, B
aht 1.
34 m
illio
n ea
ch,
End
of m
onth
Yea
r 1-
2: M
LR-0
.50,
23
.94
40.0
2
Dec
embe
r 20
12
com
men
cing
fro
m the
13t
h m
onth
after
the
con
trac
t sign
ed
Yea
r 3
onwar
ds:
date
, and
the
rem
aini
ng w
ill b
e re
paid
in
the
last
per
iod.
MLR
–0.
25
To
tal
80
23.9
4 40
.02
Gra
nd tot
al
6,55
6
1,
980.
91
2,89
0.26
Less
Cur
rent
por
tion
of ot
her
long
-ter
m loa
ns
(6
56.4
3)
(719
.48)
Cur
rent
por
tion
of lo
ng - ter
m loa
ns b
y sc
hedu
led
tran
sfer
*
(93.
50)
(311
.64)
Oth
er lon
g-te
rm loa
ns, n
et
1,23
0.98
1,
859.
14
Such
oth
er lon
g-te
rm loa
ns a
re g
uara
ntee
d by
the
mor
tgag
e of
mos
t of
lan
d in
the
rea
l es
tate
dev
elop
men
t pr
ojec
ts a
nd a
sset
s fo
r re
nt o
f th
e Com
pany
and
its
sub
sidi
arie
s.
* Cur
rent
por
tion
of lo
ng - ter
m loa
ns b
y sc
hedu
led
tran
sfer
is
estim
ated
fro
m the
loa
ns p
aym
ents
to
the
fina
ncia
l in
stitut
ions
for
the
lan
d title
deed
to
be tra
nsfe
rred
in
acco
rdan
ce w
ith
the
loan
s co
ntra
cts.
รายงานประจํ าปี 2553 • Annual Report 2010
186
21. WARRANTS According to the resolutions of the Annual General Meeting of Shareholders dated April 30, 1999, the
Company issued 141,531,150 warrants to the existing shareholders and specific investors, at the unit price of Baht 0.1. Total cash received from offer of warrants was in the approximate amount of Baht 14.15 million. The Company registered its warrants with the Stock Exchange of Thailand (“SET”) as listed securities and the warrants were approved by the SET to be listed securities from December 15, 1999 onwards.
The Extraordinary Ordinary Meeting of Shareholders No. 1/2001 of the Company held on December 28, 2001 approved the extension of exercised period to 10 years from the issuing date, which will be ended within September 30, 2009 and for the adjustment of exercised price to Baht 3 per share.
Subsequently, the Board of Directors’ Meeting No. 1/2002 held on February 20, 2002 approved the adjustment to the numbers of the existing warrants with the additional ratio of 2.33333 units per each 1 existing warrant, in accordance with the announcement of the Office of the Securities and Exchange Commission regarding guidelines on the adjustment to the exercise price/exercise ratio of warrants. The warrants after the adjustment were 471,686,471 units with the exercise ratio of 1 ordinary share per each warrant and exercise price of Baht 3 per share.
The Board of Directors’ Meeting No. 7/2003 held on September 15, 2003 had passed the resolution in accordance with the provision for the adjustments of warrant exercise ratio as stipulated by the Prospectus that would be changed from 1:1 to be one warrant exercisable to 1.05918 ordinary shares. The Company did not adjust the exercise price, however the Company brought forward the adjustment to be included in following adjustments of rights. The above adjustments would take immediate effect on the first date of the ordinary shares offering.
Accordingly, the Extra-Ordinary Meeting of Shareholders held on October 16, 2003 had passed the resolution of the adjustments of the Company’s par value, resulting in the exercise ratio changing from 1 : 1.05918 to be one warrant exercisable to 10.5918 ordinary shares at the exercise price of Baht 0.283 per share. According to the SEC’s Notification regarding guideline relating to adjustments of the exercise price/ratio of warrants, it allows the Company to adjust the number of warrants rather than to adjust the exercise ratio. Therefore, the Company chose to adjust the number of warrants which resulting that the number of warrants increased from 427,084,638 to 4,527,831,794. Consequently, the warrants had the same exercise ratio at one warrant exercisable to purchase one ordinary share at Baht 0.283 per share.
As at September 30, 2009, there were outstanding 4,202,737 units of unexercised warrants which is no longer being registered security in the Stock Exchange of Thailand since September 16, 2009 and can no longer be exercised.
22. STATUTORY RESERVE AND DIVIDEND
Statutory Reserve of the Company Under the Public Limited Company Act B.E. 2535, the Company is required to set aside as a
statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10% of the registered share capital. The statutory reserve is not available for dividend distributions.
As at December 31, 2010 and 2009, the Company had allocated profit amount of Baht 31.36 million and Baht 29.83 million, respectively as a statutory reserve.
Statutory Reserve of the Subsidiaries Under the Civil and Commercial Code, the subsidiaries are required to set aside as a statutory
reserve at least 5% of its net profit every dividend declaration until the reserve reaches 10% of the registered share capital. The statutory reserve is not available for dividend distributions.
As at December 31, 2010 and 2009, the subsidiaries had allocated profit amount of Baht 21.22 million and Baht 37.98 million as a statutory reserve, respectively.
รายงานประจํ าปี 2553 • Annual Report 2010
187
Dividend Dividend paid Dividend
Dividend Approved by (Million Baht) per share Payment date
2010
Interim dividend for The Board of Directors’ Meeting 242.58 0.025 September 8, 2010
year 2010 held on August 10, 2010
Dividend from the profit of The Board of Directors’ Meeting 291.15 0.030 May 17, 2010
year 2009 held on February 26, 2010 and
the 2010 Annual General
Meeting of Shareholders on
April 29, 2010
Total dividend paid during
year 2010 533.73 0.055
2009
Dividend from the profit The Board of Directors’ Meeting 328.36 0.035 May 15, 2009
of year 2008 on February 27, 2009 and the
2009 Annual General Meeting
of Shareholders on April 29, 2009
Total dividend paid during
year 2009 328.36 0.035
23. DIRECTORS’ REMUNERATION For the years ended December 31, directors’ remuneration consisting of meeting fee and annual
compensation of director and sub-committee were as follows: MILLION BAHT
2010 2009
Hemaraj Land and Development Public Company Limited 16.15 15.80
Eastern Seaboard Industrial Estate (Rayong) Company Limited 8.54 8.54
Total 24.69 24.34
24. PROVIDENT FUND The Company and its 5 subsidiaries which are Eastern Industrial Estate Company Limited, Eastern
Seaboard Industrial Estate (Rayong) Company Limited, Eastern Pipeline Services Company Limited, H - Construction Management and Engineering Company Limited and H - Phoenix Property Company Limited, jointly established the provident fund under the Provident Fund Act B.E. 2530, named “Tisco Secured Fixed Income Fund”, to provide membership for their employees. According to regulations of the fund, member and the Company contributes 4% - 10% of employees’ monthly salaries, depending on the working period. Members are entitled to their whole contributions plus net benefit thereon, and the Company’s contributions plus benefits thereon at the rates, depending on their working period. The provident fund is managed by Tisco Asset Management Company Limited. During 2010 and 2009, the Company and the above subsidiaries had contributed to provident fund in the total amount of Baht 9.53 million and 9.01 million (Separate financial statements: Baht 4.35 million and Baht 4.09 million), respectively.
รายงานประจํ าปี 2553 • Annual Report 2010
188
The 2 subsidiaries which are Hemaraj Saraburi Industrial Land Company Limited and Hemaraj Rayong Industrial Land Company Limited, jointly established the provident fund under the Provident Fund Act B.E. 2530, named “Management of The Siam Cement Public Company Limited Provident Fund and Cement Thai Group Provident Fund”, to provide membership for their employees. According to regulations of the fund, member and the Company contributes 3% - 10% of employees’ monthly salaries, depending on the working period. Members are entitled to their whole contributions plus net benefit thereon, and the Company’s contributions plus benefits thereon at the rates, depending on their working period. The provident fund is managed by ING Asset Management Company Limited. During 2010, the above 2 subsidiaries had contributed to provident fund in the total amount of Baht 0.14 million.
25. EXPENSE BY NATURE The major expenses by nature for the years ended December 31, were as follows: MILLION BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Changes in cost of real estate developments (674.55) (385.37) 398.00 (160.97)
Investment in cost of real estate developments 2,085.53 800.89 7.20 142.76
Capitalized finance costs 32.54 64.04 - 4.12
Investment in cost of real estate developments
and capitalized (29.96) (79.17) - -
Employee related expenses 240.21 216.31 118.24 105.41
Depreciation and amortization 186.44 175.04 22.10 23.55
Transfer fee and specific business tax 62.41 1.32 13.14 (0.06)
Consulting fee 81.42 18.60 70.05 11.98
Loss (gain) from exchange rate 0.17 (0.03) (69.58) (33.98)
26. CORPORATE INCOME TAX The Company and its subsidiaries record corporate income tax for real estate business according to
the accounting principle on basis of the percentage of completion for recognition of real estate sales and cost, and compute the corporate income tax in compliance with the Revenue Code on the basis of installments due. The company and subsidiaries will review the difference at the end of fiscal year. Corporate income tax for the years ended December 31, were as follows:
MILLION BAHT
CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2010 2009 2010 2009
Corporate income tax in compliance with
the accounting purposes 46.90 (46.79) (44.05) (102.30)
Corporate income tax in compliance with
the Revenue Code 68.28 87.90 - 34.32
รายงานประจํ าปี 2553 • Annual Report 2010
189
27. BUSI
NESS
SEGM
ENT
INFO
RM
ATI
ON
As
of D
ecem
ber
31, b
usin
ess
segm
ent in
form
atio
n in
the
con
solid
ated
bal
ance
she
ets
clas
sified
by
dom
estic
and
over
seas
bus
ines
s was
as
follo
ws:
M
ILLIO
N B
AH
T
20
10
2009
Dom
estic
Ove
rsea
s Dom
estic
Ove
rsea
s
Hol
ding
Hol
ding
Rea
l Est
ate
Oth
ers
Com
pany
To
tal
Rea
l Est
ate
Oth
ers
Com
pany
To
tal
Cos
t of
rea
l es
tate
dev
elop
men
ts, n
et
7,04
6.53
-
- 7,
046.
53
6,37
1.98
-
- 6,
371.
98
Leas
ehol
d la
nd a
nd lan
d he
ld for
co
mm
ercial
pur
pose
s, n
et
314.
94
- -
314.
94
314.
94
- -
314.
94
Ass
ets
for
rent
, net
1,
852.
79
168.
23
- 2,
021.
02
1,92
2.04
15
5.35
-
2,07
7.39
Prop
erty
, pla
nt a
nd e
quip
men
t, n
et
280.
46
293.
63
- 57
4.09
24
4.19
19
5.93
-
440.
12
Oth
er a
sset
s 8,
610.
57
134.
66
13.5
9 8,
758.
82
4,34
0.96
11
4.72
20
.56
4,47
6.24
Tota
l Ass
ets
18,1
05.2
9 59
6.52
13
.59
18,7
15.4
0 13
,194
.11
466.
00
20.5
6 13
,680
.67
รายงานประจํ าปี 2553 • Annual Report 2010
190
Bus
ines
s se
gmen
t in
form
atio
n (con
tinu
ed)
Th
e op
erat
ion
info
rmat
ion
of t
he c
onso
lidat
ed s
tate
men
ts o
f in
com
e, f
or t
he y
ears
end
ed D
ecem
ber
31, clas
sified
by
dom
estic
and
over
seas
bus
ines
s wer
e as
fo
llows:
M
ILLIO
N B
AH
T
20
10
2009
Dom
estic
Ove
rsea
s Dom
estic
Ove
rsea
s
Hol
ding
Hol
ding
Rea
l Est
ate
Oth
ers
Com
pany
To
tal
Rea
l Est
ate
Oth
ers
Com
pany
To
tal
Sale
s of
lan
d 1,
486.
18
- -
1,48
6.18
68
8.62
-
- 68
8.62
Sale
s of
pre
-fab
rica
ted
fact
orie
s 27
2.18
-
- 27
2.18
42
.78
- -
42.7
8
Sale
s of
con
dom
iniu
ms
493.
72
- -
493.
72
(57.
47)
- -
(57.
47)
Serv
ice
inco
me
921.
79
511.
38
- 1,
433.
17
952.
01
423.
82
- 1,
375.
83
Tota
l Sa
les
and
Serv
ices
inc
ome
3,17
3.87
51
1.38
-
3,68
5.25
1,
625.
94
423.
82
- 2,
049.
76
Prof
it (lo
ss) fr
om o
pera
tion
s 52
2.88
36
8.66
(5
.20)
88
6.34
16
7.82
30
5.14
(5
.25)
46
7.71
Oth
er inc
ome
188.
46
1.09
-
189.
55
172.
32
0.60
-
172.
92
Gai
n fr
om b
arga
in p
urch
ase
145.
41
- -
145.
41
- -
- -
Gai
n (lo
ss) on
exc
hang
e ra
te
(0.1
8)
- -
(0.1
8)
0.03
-
- 0.
03
Direc
tor
rem
uner
atio
n (2
4.69
) -
- (2
4.69
) (2
5.44
) -
- (2
5.44
)
Shar
e of
pro
fit fr
om inv
estm
ents
for
us
ing
the
equi
ty m
etho
d - as
sociat
es
421.
95
- -
421.
95
80.6
2 -
- 80
.62
Fina
nce
cost
s (2
82.1
8)
(1.8
9)
- (2
84.0
7)
(140
.94)
(2
.82)
-
(143
.76)
Inco
me
tax
expe
nses
(2
5.85
) (2
1.05
) -
(46.
90)
62.4
0 (1
5.60
) -
46.8
0
Prof
it (lo
ss) af
ter
tax
945.
81
346.
81
(5.2
0)
1,28
7.41
31
6.81
28
7.32
(5
.25)
59
8.88
Net
pro
fit at
trib
utab
le to
min
ority
inte
rest
s
(71.
49)
(2
3.64
)
Net
pro
fit at
trib
utab
le to
equi
ty h
olde
rs o
f th
e pa
rent
1,
215.
92
57
5.24
รายงานประจํ าปี 2553 • Annual Report 2010
191
28. PLEDGED ASSETS As of December 31, 2010, pledged assets were as follows:
Hemaraj Land and Development Public Company Limited 1. Time deposit of Baht 766.18 million has been pledged as collateral against shareholders’
agreement of the Company with financial institution for the project of GHECO - One Company Limited.
2. The ordinary shares of Hemaraj Eastern Seaboard Industrial Estate Company Limited, a subsidiary, have been pledged with lenders secured for loans obtained by that subsidiary.
3. 221.34 million ordinary shares of GHECO - One Company Limited have been pledged with the lender secured for loan obtained by that company.
4. 14.25 million ordinary shares of Glow IPP Company Limited have been pledged with the lender secured for loan obtained by that company.
5. The partial land and attachments have been mortgaged as collateral for loans from local commercial banks and financial institution.
6. The Company had mortgaged their residential condominium in the Company’s project as collateral for the Company’s loan from a local commercial bank.
7. The Company had mortgaged their condominium office units as collateral for the Company’s loan from a local commercial bank.
Eastern Industrial Estate Company Limited The Company’s majority land has been mortgaged as collateral for long-term loans from a local
commercial bank.
Eastern Seaboard Industrial Estate (Rayong) Company Limited 1. Time deposit of Baht 0.05 million has been pledged as security for public utility services. 2. The majority of the Company’s land and pre-fabricated factories has been mortgaged as
collateral for overdrafts and loans from one commercial bank. 3. Partial land and micro pre-fabricated factories of the company have been mortgaged as
collateral for loans from other person.
Hemaraj Eastern Seaboard Industrial Estate Company Limited The Company’s partial land and pre-fabricated factories has been mortgaged as collateral for the
Company and Parent company’s long-term loans from local commercial bank.
H - Phoenix Property Company Limited The Company had mortgaged their condominium office units as collateral for the Parent company’s
loan from a local commercial bank.
Hemaraj Saraburi Industrial Land Company Limited The Company had mortgaged the majority of land as collateral for the Parent company’s loan from a
local commercial bank.
Hemaraj Rayong Industrial Land Company Limited The Company had mortgaged the majority of land as collateral for the Parent company’s loan from a
local commercial bank.
รายงานประจํ าปี 2553 • Annual Report 2010
192
29. COMMITMENTS UNDER AGREEMENTS As of December 31, 2010, commitments under agreements were as follows: The Company and its subsidiaries have participated in the establishment industrial estate with the
Industrial Estate Authority of Thailand (“IEAT”) as the joint operation agreements as follows: 1) Hemaraj Chonburi Industrial Estate in Phase 1 and Phase 2 according to the joint operation
agreements dated July 5 and December 29, 1989 respectively. On October 31, 2001, the Company entered into the amendment to such joint operation agreements with IEAT. On March 29, 2005, the Company combined such agreement into one joint operation agreement.
2) Hemaraj Eastern Industrial Estate (Map Ta Phut) according to the joint operation agreement dated December 27, 1989. On October 31, 2001, the subsidiary entered into the amendment to such joint operation agreements with IEAT. On March 29, 2005, the Subsidiary combined such agreement into one joint operation agreement.
3) Eastern Seaboard Industrial Estate (Rayong) according to the joint operation agreement No. 1/2539 and 1/2540.
4) Hemraj Eastern Seaboard Industrial Estate according to the joint operation agreement No. 1/2542 (TS 21).
The major conditions are summarized as follows: 1) The Company shall provide utilities systems and facilities to the entrepreneurs in the
industrial estate with payment of expenses on its participation in the procedures to the IEAT. 2) The Company shall not transfer assets, component part and equipment as well as utilities
systems and facilities to the IEAT. 3) The Company shall provide a fund for the maintenance and construction of utilities systems
and facilities in the industrial estate (“Sinking Fund”).
Hemaraj Land and Development Public Company Limited 1. The Company’s investment in the amount of Baht 142.5 million in Glow IPP Company Limited
and has to maintain the 5% investment ratio to comply with the conditions with Electricity Generating Authority of Thailand.
2. The Company acquired 35% investment in the amount of Baht 2,701.65 million in GHECO-One Company Limited. The Company has commitment to pay for capital increase and grant loan to that company in proportion to the shareholders’ participation. GHECO-One Company Limited entered into a power sale and purchase agreement (PPA) with EGAT on September 10, 2008 where GHECO-One shall supply all its electricity production to EGAT for 25 years from the Commercial Operation Date (COD) under the IPP Program. In addition, GHECO-One Company Limited had pledged the bid bond of USD 10 million to guarantee the bidding with Electricity Generating Authority of Thailand. The electricity generating plant is in the process of construction and guarantee by the Company in the portion of investment.
The total project cost of GHECO-One Company Limited is estimated at USD 1,170 million or Baht 38,991 million which require investment from shareholders in the amount of approximately Baht 13,500 million. The Company has commitment to invest in proportion to the shareholders’ participation 35% being Baht 4,750 million. GHECO-One Company Limited is funded by local and international financial institutions of approximately of USD 460 million and Baht 9,960 million with the condition that the Company shall provided deposit or bank letter of credit in the amount of Baht 966.18 million to guarantee the joint venture agreement of the Company for the unpaid capital and the Company shall pledge the ordinary shares of GHECO-One Company Limited with the lender secured for this project loan.
Eastern Industrial Estate Company Limited The Company has commitment under construction and infrastructure contracts utilities system, with
the remaining commitment balance amounting to Baht 127.33 million.
รายงานประจํ าปี 2553 • Annual Report 2010
193
Eastern Seaboard Industrial Estate (Rayong) Company Limited The Company has obligations, under a joint-investment agreement with Hemaraj Land and
Development Public Company Limited and another company, that the company has to pay commission on sales of land and management fee to Hemaraj Land and Development Public Company Limited based on revenues from sales of land, public utility service providing and lease of factories.
Hemaraj Eastern Seaboard Industrial Estate Company Limited The Company has commitment under construction contracts to construct pre-fabricated factories and
utilities system, with the remaining commitment balance amounting to Baht 211.33 million.
Hemaraj Clean Water Company Limited The Company has commitment under construction contracts in utilities system, with the remaining
commitment balance amounting to Baht 7.20 million.
SME Factory Company Limited The Company has commitment under construction contracts to construct pre-fabricated factories,
with the remaining commitment balance amounting to Baht 69.68 million. 30. COMMITMENTS AND CONTINGENT LIABILITIES As of December 31, 2010, commitments and contingent liabilities consisted of: 1. The Company and its subsidiaries have entered into land sale and purchase contracts, which
the contract term requires the Company and its subsidiaries to contingently liable to repay deposits and installments in the event that buyers are unable to obtain satisfactory approvals from the Board of Investment and/or the IEAT to set up their operations.
2. The Company and its subsidiaries have obligation regarding guarantee of the loan agreement of the Company and its subsidiaries in the total credit line of Baht 7,032 million. (Separate financial statements : Baht 2,434 million)
3. The Company and its subsidiaries have obligations regarding guarantee of the hire purchase agreements of its related companies in the total credit line of Baht 4.03 million. (Separate financial statements : Baht 0.67 million)
4. The Company and its subsidiaries have obligations regarding guarantee and under condition of the letters of guarantee issued by the banks for their performance under the joint operation agreements with the Industrial Estate Authority of Thailand, their compliance with the agreement made with the Customs House in the free tax area, the construction of utilities under land sale contract, the construction of utility and power substation, and their performance under the raw water purchase agreement and others in the total amount of Baht 833.36 million. (Separate financial statements : Baht 212.20 million).
5. The Company has a dispute with a contractor (the “Claimant”) who has submitted the dispute to the Thai Arbitration Institute for claiming of outstanding payment of works in the amount of Baht 82 million and other expenditures including the damage for loss of benefit in business in the amount of Baht 510 million, in which the Company is not the defaulting party and has no outstanding payment of works as claimed by the Claimant. In the other way, the Claimant was not able to perform the agreed works described by the contractor agreement. As the company has submitted the defense and claim for the compensation and the advance payment which the company had paid more than amount under the contractor agreement to Thai Arbitration Institute.
รายงานประจํ าปี 2553 • Annual Report 2010
194
31. PROMOTIONAL PRIVILEGES The Company and its 7 subsidiaries have been granted promotional certificates under the Investment
Promotion Act, B.E. 2520 as follows: Date obtained Area/units obtained Major Privileges
for promotional for promotional Exemption from corporate Reduction of 50% of
privilege privilege income tax (***) corporate income tax (****)
Hemaraj Land and Development Public Company LimitedA. Industrial Estate Business A.1 December 29, 1988 1,500 Rai 7 years (*) 5 years (*) A.2 February 15, 1990 2,000 Rai 7 years (*) None A.3 July 25, 2001 1,282 Rai 7 years (**) NoneB. Industrial Factory Development Business B.1 June 21, 2000 11 Units 7 years (*) None
Eastern Industrial Estate Company LimitedA. Industrial Estate Business A.1 May 8, 1989 626 Rai 5 years (*) 5 years (*) September 23, 1992 1,850 Rai 8 years (*) 5 years (*) (Extension) A.2 November 27, 2002 1,240 Rai 8 years 5 years A.3 March 17, 2009 576 Rai 8 years 5 years
Eastern Seaboard Industrial Estate (Rayong) Company LimitedA. Industrial Estate Business A.1 June 21, 1995 2,063 Rai 8 years (*) 5 years (*) August 9, 1996 1,532 Rai 8 years (*) 5 years (*) (Extension) A.2 October 27, 1997 2,466 Rai 8 years (*) 5 years July 31, 2000 325 Rai 8 years (*) 5 years (Extension) A.3 July 25, 2001 716 Rai 7 years None A.4 December 8, 2004 1,020 Rai 8 years 5 years A.5 October 17, 2007 520 Rai 8 years 5 yearsB. Industrial Factory Development Business B.1 January 19, 2000 22 Units 8 years (*) 5 years B.2 June 21, 2000 13 Units 8 years (*) 5 years B.3 November 29, 2000 12 Units 8 years (*) 5 years B.4 January 16, 2002 51 Units 8 years 5 years B.5 March 27, 2002 22 Units 8 years 5 years B.6 September 7, 2006 6 Units 8 years 5 years B.7 March 23, 2007 7 Units 8 years 5 years
รายงานประจํ าปี 2553 • Annual Report 2010
195
Promotional privileges (continued) Date obtained Area/units obtained Major Privileges
for promotional for promotional Exemption from corporate Reduction of 50% of
privilege privilege income tax (***) corporate income tax (****)
Hemaraj Eastern Seaboard Industrial Estate Company LimitedA. Industrial Estate Business A.1 May 22, 1997 1,407 Rai 8 years 5 years A.2 May 22, 1997 1,375 Rai 8 years 5 years A.3 May 22, 1997 1,485 Rai 8 years 5 years A.4 September 26, 1996 1,653 Rai 8 years 5 years A.5 January 23, 2008 1,500 Rai 8 years 5 yearsB. Industrial Factory Development Business B.1 August 14, 2007 13 Units 8 years 5 years B.2 December 29, 2008 1 Unit 8 years 5 years B.3 December 30, 2009 1 Unit 8 years 5 years B.4 December 30, 2009 1 Unit 8 years 5 years B.5 December 30, 2009 1 Unit 8 years 5 years B.6 January 4, 2010 1 Unit 8 years 5 years
Hemaraj Saraburi Industrial Land Company LimitedA. Industrial Zone A.1 November 21, 1991 1,450 Rai 7 years (*) - A.2 August 25, 1994 1,200 Rai 7 years (*) - A.3 April 27, 2005 890 Rai 7 years -
Hemaraj Rayong Industrial Land Company LimitedA. Industrial Zone A.1 January 26, 1996 1,600 Rai 8 years (*) 5 years (*) A.2 August 16, 2000 520 Rai 8 years (*) 5 years A.3 March 14, 2001 1,343 Rai 8 years 5 years
Hemaraj Water Company LimitedA. Utility and Other Services Business A.1 October 25, 2005 12.27 million 8 years 5 years cubic meters
SME Factory Company LimitedA. Industrial Factory Development Business A.1 May 21, 2007 3 Units 7 years None
* Major Privilege was expired. ** Major Privilege still not started because the Company has not earned the revenues yet. *** Starting from the first revenue recognised date. **** Starting from the exemption from corporate income tax is expired.
รายงานประจํ าปี 2553 • Annual Report 2010
196
For the years ended December 31, domestic revenues were classified into the promoted and the non-promoted businesses as follows:
THOUSAND BAHT
BOI NON-BOI TOTAL
2010 2009 2010 2009 2010 2009
Consolidated financial statements
Revenue from sales
Lands 1,245,492.96 653,624.67 240,690.52 34,993.72 1,486,183.48 688,618.39
Industrial factories 213,538.48 42,776.20 58,636.63 - 272,175.11 42,776.20
Condominiums - - 493,722.50 (57,472.77) 493,722.50 (57,472.77)
Service income 514,389.41 551,466.54 918,786.27 824,365.13 1,433,175.68 1,375,831.67
Total 1,973,420.85 1,247,867.41 1,711,835.92 801,886.08 3,685,256.77 2,049,753.49
Separate financial statements
Revenue from sales
Lands - - 183,832.52 1,199.91 183,832.52 1,199.91
Industrial factories - - - - - -
Condominiums - - 493,722.50 (57,472.77) 493,722.50 (57,472.77)
Service income - - 156,492.20 156,260.76 156,492.20 156,260.76
Total - - 834,047.22 99,987.90 834,047.22 99,987.90
32. FINANCIAL INSTRUMENTS
Risk Management Policy Exposure to interest rate and currency risk arises in normal course of the Hemaraj Group’s business.
These are subject to the risk of market rates changing subsequent to the transaction date. The Hemaraj Group’s policy on interest rate risk and currency risk hedging is as follows: A. Maintaining proportions of domestic and foreign borrowings; B. Borrowing loans at fixed and floating interest rates; C. Pledging assets as collateral against loans. The Hemaraj Group has no policy to speculate on or engage in the trading of any off-balance-sheet
derivative financial statements.
Fair Value of Financial Instruments Except as disclosed in Note 3 to the financial statements, fair value of significant financial
instruments consists of: A. Fair value of cash and cash equivalents, deposits for investment, account receivables, bank
overdrafts and loans from financial institutions, account payables and accrued expenses are approximately equal to the carrying amount because of short maturity of these instruments.
B. Fair value of short-term investments in available-for-sale securities is equal to the market value.
C. Fair value of short-term loans and advances to related parties, loans to related parties, other loans, short-term loans and advances from related parties, amount due to and loans from related parties could not be determined since the repayment period is not specified.
รายงานประจํ าปี 2553 • Annual Report 2010
197
33. SUBSEQUENT EVENTS The Board of Directors’ Meeting of Hemaraj Land and Development Public Company Limited No. 1/
2011 held on February 28, 2011 recommended payment of a final dividend of another Baht 0.03 per share, including the interim payment of Baht 0.025 per share, the total dividend for 2010 is Baht 0.055 per share to be considered and approved at the Annual General Meeting of Shareholders of the Company.
34. APPROVAL OF FINANCIAL STATEMENTS These financial statements have been approved by the Company’s Board of Directors on February 28,
2011.
รายงานประจํ าปี 2553 • Annual Report 2010
198
Top Ten of Hemaraj Land and Development’s Shareholders as at 25/8/10
No. Major Shareholders No. of Shares % of Total Issued Share
1 Miss Phenpunnee Horrungruang 1,068,725,770 11.01
2 Chase Nominees Limited 42 871,192,312 8.98
3 Credit Agricole (Suisse) SA, Singapore Branch 849,906,389 8.76
4 Nomura Singapore Limited – Customer Segregated Account 643,484,500 6.63
5 EFG Bank 617,377,000 6.36
6 Mrs. Kanokkarn Siriratanapan 437,910,100 4.51
7 Mr. Sombat Tepsatist 417,567,600 4.30
8 Mr. Abdhulor Kanda 407,954,200 4.20
9 Miss Kanda Korakochsakulwong 374,782,700 3.86
10 Thai NVDR Company Limited 368,914,221 3.80
Board of Directors
Nominating CommitteeAudit Committee
Corporate Governance Committee
Executive Committee
President & CEO
Internal Audit
Executive Vice President Senior Vice President
Shareholders
Industrial Customer
Development
Industrial Estate
Operations
Information System & Services
Small Power and Water
Project Planning
Corporate Planning
& Investor Relations
Corporate Marketing
Residential Customer
Development
ResidentialProject
Planning
Accounting & Legal ProcurementFinance
Industrial Estate
Development
Shareholding & Organization Structure
รายงานประจํ าปี 2553 • Annual Report 2010
199
Tran
sact
ions
with
Relat
ed P
arties
Th
e Nec
essity
and
Rea
sona
blen
ess
of R
elat
ed T
rans
action
s du
ring
the
yea
r
The
rela
ted
tran
sact
ions
am
ong
the
com
pany
and
its
sub
sidi
arie
s, a
ffili
ated
com
pani
es, re
late
d co
mpa
nies
and
/or
the
third
part
y ge
nera
lly a
re f
rom
nor
mal
co
urse
of
busine
sses
whi
ch t
he p
rice
of
the
tran
sact
ion
will
be
cons
ider
ed b
ased
on
the
reas
onab
le a
nd f
air
mar
ket
prev
ailin
g ra
te a
nd t
he c
ompa
ny’s r
ules
and
re
gula
tion
s. T
he t
rans
action
s will
be
cons
ider
ed a
nd a
ppro
ved
by t
he B
oard
of
Direc
tors
, Exe
cutive
Com
mitte
e or
top
man
agem
ent
as t
he c
ase
may
be, inc
ludi
ng t
o be
re
view
ed b
y th
e Aud
it C
omm
itte
e in
com
plia
nce
with
the
rule
s st
ated
by
the
Stoc
k Exc
hang
e of
Tha
iland
(SE
T), Se
curities
and
Exc
hang
e Com
mission
(SE
C),
as w
ell as
Th
ai A
ccou
ntin
g St
anda
rds
in r
elat
ion
to inf
orm
atio
n di
sclo
sure
and
pra
ctices
of lis
ted
com
pani
es in
conn
ecte
d tr
ansa
ctio
ns, an
noun
ced
by the
Fed
erat
ion
of A
ccou
ntin
g Pr
ofes
sion
.
1. A
ssoc
iate
d Com
pani
es:
1.
1 Cof
ely
(Tha
iland
) Com
pany
- T
he C
ompa
ny h
olds
39.
99%
1,
017
33
3
13
,149
- Th
e Com
pany
pro
vide
s Utilit
ies
- U
tilit
ies
Rat
e is a
t th
e M
arke
t
Li
mited
- T
here
are
3 Com
pany
’s
Serv
ices
to
the
Ass
ocia
ted
Rat
e.
(P
revi
ously
nam
ed E
lyo-
H
Exe
cutive
Direc
tors
to
be the
Com
pany
:
Fa
cilit
ies
Man
agem
ent Li
mited
)
Direc
tors
and
the
Exe
cutive
- In
200
9, the
Com
pany
as
a - L
oan
from
the
Com
pany
is
Fa
cilit
ies
Man
agem
ent Se
rvices
Direc
tors
in
this A
ssoc
iate
d
Sh
areh
olde
r pr
ovid
ed B
aht 5.
6
prop
ortion
ate
to s
hare
hold
ing
su
ch a
s Airco
nditioni
ng S
yste
m,
Com
pany
and
one
Com
pany
.
m
illion
of L
oan
to the
Ass
ocia
ted
po
rtio
n.
Coo
ling
Syst
em.
This is
acc
ordi
ng to
the
Com
pany
’s
Com
pany
for
the
wor
king
cap
ital
po
licy
for join
t ve
ntur
e in
vestm
ent.
acco
rdin
g to
the
sha
reho
ldin
g
po
rtion
with
an int
eres
t at
MLR
of
a c
omm
ercial
ban
k an
d
m
onth
ly in
tere
st p
aym
ent
- Th
e Com
pany
obt
ains
Pre
vent
ive
M
aint
enan
ce a
nd r
epai
ring
In
dust
rial
Est
ates
fro
m the
Ass
ocia
ted
Com
pany
.
Re
late
dTr
ansa
ctio
nsin
the
Year
201
0be
twee
nth
eCo
mpa
ny,S
ubsid
iarie
san
dAs
soci
ated
Com
pani
es,R
elat
edC
ompa
nies
,are
as
follo
ws:
Nam
es o
f Com
pany
with
Des
crip
tion
of
Tran
sact
ions
(Uni
t: T
hous
and
Bah
t)
Des
crip
tion
Nec
essity
/ O
pini
on
Rel
ated
Tra
nsac
tion
s Rel
atio
nshi
p Se
rvice
Inte
rest
Com
mission
Cos
t of
Fi
nanc
ial
of
Aud
it C
omm
itte
e
In
com
e In
com
e an
d Se
rvice
Cos
ts
Man
agem
ent
In
com
e
รายงานประจํ าปี 2553 • Annual Report 2010
200
1.2
Hem
araj
Sar
abur
i
- T
he C
ompa
ny h
eld
25 %
as
an
57
19
,764
- Th
e Com
pany
pro
vide
d Lo
an to
- Int
eres
t Rat
e at
the
Mar
ket
In
dust
rial
Lan
d Com
pany
Ass
ocia
ted
Com
pany
, and
sice
SIL
Indu
strial
Lan
d Com
pany
Rat
e of
MLR
-0.5
%
Li
mited
(P
revi
ously
nam
ed
Oct
ober
1, 2
010,
the
Com
pany
Li
mited
in
orde
r to
rep
ay the
SI
L In
dust
rial
Lan
d
inve
sted
the
rem
aini
ng o
f 75
%,
long
ter
m loa
n fr
om C
emen
thai
Com
pany
Lim
ited
)
re
sultin
g in
HSI
L be
ing
a
H
oldi
ng C
ompa
ny L
imited
, in
In
dust
rial
Zon
e Dev
elop
er
su
bsid
iary
of th
e Com
pany
ac
cord
ance
with
the
term
s an
d
- T
here
are
2 C
ompa
ny’s
cond
itio
n to
exe
rcise
the
option
Exe
cutive
Direc
tors
to
be the
to
pur
chas
e th
e re
mai
ning
of
Direc
tor
and
the
Exe
cutive
75
% o
f SI
L’s
shar
es.
Direc
tor
in thi
s Ass
ocia
ted
- Th
e Com
pany
pro
vide
s - M
anag
emen
t Fe
e at
5%
-8%
Com
pany
.
M
anag
emen
t Se
rvices
.
of R
even
ue.
Th
is is
acc
ordi
ng to th
e Com
pany
’s
- A S
ubsidi
ary
Com
pany
pro
vide
s - M
anag
emen
t Fe
e is a
t th
e
po
licy
for join
t ve
ntur
e in
vestm
ent.
Des
ign
and
Con
stru
ctio
n
Mar
ket Rat
e.
M
anag
emen
t Se
rvices
.
1.3
Hem
araj
Ray
ong
Indu
strial
- T
he C
ompa
ny h
eld
25%
3,36
8
- The
Com
pany
pro
vide
s
- M
anag
emen
t Fe
e at
5%
-8%
La
nd C
ompa
ny L
imited
(indi
rect
ly) th
roug
h HSI
L an
d
M
anag
emen
t Se
rvices
.
of R
even
ue.
(P
revi
ously
nam
e Ray
ong
sinc
e Oct
ober
1, 2
010, the
- A
Sub
sidi
ary
Com
pany
pro
vide
s - M
anag
emen
t Fe
e is a
t th
e
In
dust
rial
Lan
d Com
pany
Com
pany
inv
este
d in
the
Des
ign
and
Con
stru
ction
M
arke
t Rat
e.
Li
mited
)
rem
aini
ng 7
5%, r
esul
ting
in
Man
agem
ent Se
rvices
.
In
dust
rial
Zon
e Dev
elop
er
HRIL
being
a sub
sidi
ary
of the
Com
pany
.
- T
here
are
2 C
ompa
ny’s
Exe
cutive
Direc
tors
to
be the
Direc
tor an
d th
e Exe
cutive
Direc
tor in
thi
s Ass
ocia
ted
Com
pany
.
Th
is is
acc
ordi
ng to
the
Com
pany
’s
po
licy
for join
t ve
ntur
e in
vestm
ent.
Nam
es o
f Com
pany
with
Des
crip
tion
of
Tran
sact
ions
(Uni
t: T
hous
and
Bah
t)
Des
crip
tion
Nec
essity
/ O
pini
on
Rel
ated
Tra
nsac
tion
s Rel
atio
nshi
p Se
rvice
Inte
rest
Com
mission
Cos
t of
Fi
nanc
ial
of
Aud
it C
omm
itte
e
In
com
e In
com
e an
d Se
rvice
Cos
ts
Man
agem
ent
In
com
e
รายงานประจํ าปี 2553 • Annual Report 2010
201
Nam
es o
f Com
pany
with
Des
crip
tion
of
Tran
sact
ions
(Uni
t: T
hous
and
Bah
t)
Des
crip
tion
Nec
essity
/ O
pini
on
Rel
ated
Tra
nsac
tion
s Rel
atio
nshi
p Se
rvice
Inte
rest
Com
mission
Cos
t of
Fi
nanc
ial
of
Aud
it C
omm
itte
e
In
com
e In
com
e an
d Se
rvice
Cos
ts
Man
agem
ent
In
com
e
2. R
elat
ed C
ompa
nies
: 2.1
Srirac
ha H
arbo
r Pu
blic
- Th
e Com
pany
holds
6.40%
113
In
199
6, the
Com
pany
as a
- T
he lo
an a
mou
nt is
a res
ult
Com
pany
Lim
ited
- T
here
are
2 C
ompa
ny’s D
irec
tors
,
Shar
eholde
r (15%
holdi
ng) p
rovide
d
from
the
loan
gra
nted
as de
em
Po
rt S
ervice
s an
d Tr
ansp
orta
tion
M
r. V
ikit
Hor
rung
ruan
g an
d
Bah
t 20
mill
ion
loan
. Dur
ing
the
ne
cess
ary
at tha
t tim
e an
d th
e
M
r.Cha
valit
Set
ham
etee
kul,
1997
crisis, S
rira
cha
Har
bor was
Relat
ed C
ompa
ny h
as b
een
who
are
the
Exe
cutiv
e Direc
tors
unab
le to
repa
y th
e de
bt a
nd w
ent
op
erat
ed u
nder
the
in
the
Relat
ed C
ompa
ny.
un
der th
e re
habi
litat
ion
plan
.
Reh
abili
tatio
n Pl
an.
The
repa
ymen
t pl
an follows th
e
Reh
abili
tatio
n Pl
an (in
200
3).
- Th
e Com
pany
has
ful
ly res
erve
d
th
e to
tal a
mou
nt o
f do
ubtful
acco
unt ac
cord
ing
to the
Com
pany
’s p
roce
dure
s. H
owev
er,
th
e Com
pany
has
not
adjus
ted
the
re
serv
e un
der th
e re
habi
litat
ion
plan
whi
ch w
ill b
e ad
justed
upo
n
re
ceivin
g from
the
deb
tor.
Acc
ordi
ng to
the
reha
bilit
ation
plan
, the
Com
pany
will
rec
eive
s
th
e in
tere
st a
t th
e ra
te o
f 1%
p.a.
an
d th
e pr
incipa
l will
be
repa
id in
fu
ll with
in 1
0 ye
ars.
รายงานประจํ าปี 2553 • Annual Report 2010
202
Nam
es o
f Com
pany
with
Des
crip
tion
of
Tran
sact
ions
(Uni
t: T
hous
and
Bah
t)
Des
crip
tion
Nec
essity
/ O
pini
on
Rel
ated
Tra
nsac
tion
s Rel
atio
nshi
p Se
rvice
Inte
rest
Com
mission
Cos
t of
Fi
nanc
ial
of
Aud
it C
omm
itte
e
In
com
e In
com
e an
d Se
rvice
Cos
ts
Man
agem
ent
In
com
e
2.2
Glow C
ompa
ny L
imite
d - T
he C
ompa
ny h
as jo
intly
inve
sted
2,
399
- Th
e Com
pany
rai
sed
shor
t - I
nter
est Rat
e at
the
Mar
ket
Power
Bus
ines
s
in p
ower
pro
jects with
Glow.
term
loa
n fr
om G
low
Rat
e of
MLR
-2%
for th
e pu
rpos
e of
acq
uisition
and
subs
crip
tion
of sh
are
capi
tal
in
crea
se in
Hou
ay H
o Th
ai
Com
pany
Lim
ited
(51
% sh
are
hold
ing)
whi
ch is
an H
oldi
ng
Com
pany
in
Hou
ay H
o Hyd
ro
Po
wer
Pro
ject
in
Laos
. The
loa
n
was
due
and
ful
ly rep
aid
in 2
010.
Polic
y an
d App
rova
l P
roce
dure
s of
Rel
ated
Tra
nsac
tion
s in
the
fut
ure
Fu
ture
rel
ated
tra
nsac
tion
s will
be
cond
ucte
d as
par
t of
nor
mal
cou
rse
of b
usin
esse
s of
whi
ch t
he p
rice
will
be
cons
ider
ed b
ased
on
the
reas
onab
le a
nd f
air
mar
ket
prev
ailin
g ra
te a
nd t
he c
ompa
ny’s r
ules
and
reg
ulat
ions
. Th
e tr
ansa
ctio
ns w
ill b
e co
nsid
ered
and
app
rove
d by
the
Man
agem
ent
in e
ach
leve
l, Exe
cutive
Com
mitte
e, B
oard
of Direc
tor, o
r Sh
areh
olde
r’s
Mee
ting
, whi
chev
er the
cas
e m
aybe
acc
ordi
ng to
the
Com
pany
’s r
ules
and
reg
ulat
ions
. Direc
tors
or
staf
f with
an int
eres
t in
suc
h tr
ansa
ctio
n sh
all no
t be
allo
wed
to
part
icip
ate
in t
he a
ppro
val pr
oces
s. I
n ad
dition
, th
e tr
ansa
ctio
n will
be
revi
ewed
by
cert
ifie
d ex
tern
al a
uditor
, 3r
d pa
rty
inte
rnal
aud
itor
, an
d th
e Aud
it C
omm
itte
e of
the
com
pany
. Th
e co
mpa
ny s
hall
disc
lose
the
tra
nsac
tion
det
ails in
com
plia
nce
with
rela
ted
law a
nd the
reg
ulat
ion
of the
St
ock
Exc
hang
e of
Tha
iland
(SE
T), Se
curities
and
Exc
hang
e Com
mission
(SE
C),
and
Thai
Acc
ount
ing
Stan
dard
s in
rel
atio
n to
inf
orm
atio
n di
sclo
sure
and
pra
ctices
of
liste
d co
mpa
nies
in
conn
ecte
d tr
ansa
ctio
ns, a
nnou
nced
by
the
Fede
ration
of Acc
ount
ing
Prof
ession
.
รายงานประจํ าปี 2553 • Annual Report 2010
203
Hem
araj
Lan
d And
Dev
elop
men
t 18
th F
loor
, UM
Tow
er,
Indu
strial
Est
ates
, Utilit
ies
3,88
2
1,13
3.78
26
%
240.85
11
%
649.00
13
%
Publ
ic C
ompa
ny L
imited
9
Ram
kham
haen
g Rd.
, Sua
nlua
ng,
and
Prop
erty
Dev
elop
er
Reg
istr
ation
No. B
orm
orjor 01
0753
6000
676
Ban
gkok
102
50, T
haila
nd
Sh
are
Cap
ital
15,00
0,00
0,00
0 sh
ares
Te
l.(66
2) 7
19-9
555
Is
sued
9,705
,186
,191
sha
res
Fax
(662
) 71
9-95
46-7
www.h
emar
aj.com
E-m
ail:
inve
st@he
mar
aj.com
Subs
idia
ry C
ompa
nies
Hem
araj
Int
erna
tion
al L
imited
(1)
Sc
otia
Cen
tre, 4
th F
loor
Hol
ding
Com
pany
0.03
10
0
P.
O.B
ox 2
804, G
eorg
e To
wn,
Gra
nd C
aym
an, C
aym
an Islan
ds
H-Int
erna
tion
al (BVI) C
ompa
ny L
imited
(2)
Rom
asco
Pla
ce, W
ickh
ams
Cay
1,
Hol
ding
Com
pany
0.08
10
0 -
0%
-
0%
-
0%
P.O. B
ox 3
140, R
oad
Town,
Tor
tola
British
Virgi
n Is
land
s.
Eas
tern
Ind
ustr
ial Est
ate
Com
pany
Lim
ited
18
th F
loor
, UM
Tow
er,
Indu
strial
Est
ate
Dev
elop
er
400
99.99
336.97
8%
81
9.66
36
%
899.58
18
%
9 Ram
kham
haen
g Roa
d, S
uanl
uang
,
Ban
gkok
102
50, T
haila
nd
Eas
tern
Pip
elin
e Se
rvices
Com
pany
Lim
ited
(3)
18th F
loor
, UM
Tow
er,
Pipe
Rac
k Ren
tal
100
99.99
94.45
2%
75
.38
3%
67
.51
1%
9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
Ban
gkok
102
50, T
haila
nd
Eas
tern
Sea
boar
d In
dust
rial
Est
ate
18th F
loor
, UM
Tow
er,
Indu
strial
Est
ate
Dev
elop
er
358
60
663.70
15
%
317.37
14
%
1,21
6.06
24
%
(R
ayon
g) C
ompa
ny L
imited
9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
Ban
gkok
102
50, T
haila
nd
H-C
onst
ruct
ion
Man
agem
ent
18th F
loor
, UM
Tow
er,
Des
ign
and
Con
stru
ctio
n 17
.15
99.99
12.02
0%
23
.09
1%
34
.12
1%
and
Eng
inee
ring
Com
pany
Lim
ited
9
Ram
kham
haen
g Roa
d, S
uanl
uang
, an
d Su
perv
isio
n Se
rvice
Ban
gkok
102
50, T
haila
nd
Th
e Pa
rk R
esid
ence
Com
pany
Lim
ited
18
th F
loor
, UM
Tow
er,
Rea
l Est
ate
Dev
elop
men
t
0.25
99
.99
3.31
0%
7.43
0%
5.64
0%
9
Ram
kham
haen
g Roa
d, S
uanl
uang
, an
d Se
rvice
Man
agem
ent
Ban
gkok
102
50, T
haila
nd
Hem
araj
Eas
tern
Sea
boar
d In
dust
rial
18
th F
loor
, UM
Tow
er,
Indu
strial
Est
ate
Dev
elop
er
1,00
0 99
.99
1,24
2.93
28
%
300.24
13
%
1,84
7.48
37
%
Est
ate
Com
pany
Lim
ited
9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
Ban
gkok
102
50, T
haila
nd
Hem
araj
Wat
er C
ompa
ny L
imited
(4)
18
th F
loor
, UM
Tow
er,
Wat
er R
esou
rce
Dev
elop
men
t 10
0 99
.99
185.11
4%
14
7.71
6%
94
.39
2%
9
Ram
kham
haen
g Roa
d, S
uanl
uang
, an
d M
anag
emen
t
Ban
gkok
102
50, T
haila
nd
SM
E F
acto
ry C
ompa
ny L
imited
18
th F
loor
, UM
Tow
er,
Fact
ory
for Sa
le a
nd R
enta
l
37
99.99
1.31
0%
21
.13
1%
4.09
0%
9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
Ban
gkok
102
50, T
haila
nd
H-P
hoen
ix P
rope
rty
Com
pany
Lim
ited
18
th F
loor
, UM
Tow
er,
Office
for Sa
le a
nd R
enta
l
480
99.99
96.32
2%
91
.60
4%
80
.28
2%
9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
Ban
gkok
102
50, T
haila
nd
Hem
araj
Clean
Wat
er C
ompa
ny L
imited
(5)
18
th F
loor
, UM
Tow
er,
Prod
uce
and
dist
ribu
te the
64
5 99
.99
220.91
5%
17
8.24
8%
84
.36
2%
9
Ram
kham
haen
g Roa
d, S
uanl
uang
, in
dust
rial
wat
er
Ban
gkok
102
50, T
haila
nd
Hem
araj
Sar
abur
i In
dust
rial
Lan
d
111
Moo
7, N
ong
Pla
Mao
Sub
-Distr
ict
Indu
strial
Est
ate
Dev
elop
er
500
99.99
21.92
1%
Com
pany
Lim
ited
*
Non
g Kha
e Distr
ict,
Sara
buri
(F
orm
erly
kno
wn
as “
SIL
Indu
strial
Lan
d
1814
0, T
haila
nd
Com
pany
Lim
ited
” )
Nam
e Add
ress
Nat
ure
of B
usin
ess
Paid
Rev
enue
(M
il. B
aht)
Cap
ital
%
of
(Mil.
Bah
t) In
vest
men
t 20
10
%
2009
%
20
08
%
Hol
ding
Str
uctu
re a
nd R
even
ue o
f Th
e Com
pany
, Sub
sidi
arie
s an
d Ass
ocia
ted
Com
pani
es
รายงานประจํ าปี 2553 • Annual Report 2010
204
Nam
e Add
ress
Nat
ure
of B
usin
ess
Paid
Rev
enue
(M
il. B
aht)
Cap
ital
%
of
(Mil.
Bah
t) In
vest
men
t 20
10
%
2009
%
20
08
%
Hem
araj
Ray
ong
Indu
strial
Lan
d 18
th F
loor
, UM
Tow
er,
Indu
strial
Est
ate
Dev
elop
er
1,00
0 99
.99
7.49
0%
Com
pany
Lim
ited
*(6
) 9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
(For
mer
ly k
nown
as “
RIL
Ind
ustr
ial La
nd
Ban
gkok
102
50, T
haila
nd
Com
pany
Lim
ited
” )
Ass
ocia
ted
Com
pani
es (9)
Cof
ely
(Tha
iland
) Com
pany
Lim
ited
. 10
7/1
Moo
4, E
aste
rn S
eabo
ard
Facilit
ies
Man
agem
ent Se
rvices
50
40
3.63
0%
3.60
0%
2.76
0%
(For
mer
ly k
nown
as “
Ely
o-H F
acili
ties
In
dust
rial
Est
ate
(Ray
ong)
,
Man
agem
ent Li
mited
” )
Plua
kdea
ng, R
ayon
g, T
haila
nd
Hem
araj
Sar
abur
i In
dust
rial
Lan
d 11
1 M
oo 7
, Non
g Pl
a M
ao S
ub-D
istr
ict
Indu
strial
Est
ate
Dev
elop
er
500
25
13.67
0%
3.55
0%
12
.64
0%
Com
pany
Lim
ited
(7)
Non
g Kha
e Distr
ict,
Sara
buri
(F
orm
erly
kno
wn
as “
SIL
Indu
strial
Lan
d
1814
0, T
haila
nd
Com
pany
Lim
ited
” )
Hem
araj
Ray
ong
Indu
strial
Lan
d
18th F
loor
, UM
Tow
er,
Indu
strial
Est
ate
Dev
elop
er
1,00
0 25
1.14
0%
11
.30
1%
(6
.50)
0%
Com
pany
Lim
ited
(6)
9
Ram
kham
haen
g Roa
d, S
uanl
uang
,
(For
mer
ly k
nown
as “
RIL
Ind
ustr
ial La
nd
Ban
gkok
102
50, T
haila
nd
Com
pany
Lim
ited
” )
GHECO-O
ne C
ompa
ny L
imited
19
5 Em
pire
Tow
er, 3
8th F
loor
Ele
ctricity
and
Pow
er
7,71
9 35
39
3.51
9%
74
.25
3%
19
.69
0%
Pa
rk W
ing, S
outh
Sat
horn
Roa
d Gen
erat
ion
Ban
gkok
101
20, T
haila
nd
Hou
ay H
o Th
ai C
ompa
ny L
imited
10
/ 1
90-1
93 ,
Tren
dy T
ower
, 26th
Floor
, Hol
ding
Com
pany
52
7.69
51
(0
.10)
0%
(0
.19)
0%
So
i Su
khum
vit 13
, Suk
hum
vit Roa
d,
Kwae
ng K
long
toey
nua,
Khe
t W
atta
na,
Ban
kok
Hou
ay H
o Po
wer
Com
pany
Lim
ited
(8)
P.
O.B
ox 5
464, N
ong
Bon
e Roa
d Ele
ctricity
and
Pow
er
50
12.75
10.10
0%
(1
1.89
) -1
%
Ban
e Fa
i, Xay
setta
Distr
ict,
Vie
ntia
ne
Gen
erat
ion
(M
illio
n USD
)
La
o Pe
ople’s D
emoc
ratic Rep
ublic
Relat
ed C
ompa
nies
Eas
tern
Flu
id T
rans
port
Com
pany
Lim
ited
61
8 Nim
om M
akka
san
Roa
d M
anag
emen
t an
d
10
15
Mak
kasa
n, R
atch
thew
i M
aint
enan
ce o
f Pi
pe R
ack
Ban
gkok
104
00, T
haila
nd
Glow IPP
Com
pany
Lim
ited
19
5 Em
pire
Tow
er, 3
8th
Floo
r Ele
ctricity
and
Pow
er
2,85
0 5
Park
Win
g, S
outh
Sat
horn
Roa
d Gen
erat
ion
Ban
gkok
101
20, T
haila
nd
To
tal Rev
enue
: H
emar
aj L
and
And
Dev
elop
men
t PL
C. a
nd S
ubsidi
arie
s
4,44
2.17
10
0%
2,30
3.32
10
0%
5,01
1.10
10
0%
Rem
ark
1) In
corp
orat
ed in
the
Cay
man
Islan
ds
2) In
corp
orat
ed in
the
Terr
itor
y of
the
British
Virgi
n Is
land
s 3)
Held
74.99
% d
irec
tly
and
25%
ind
irec
tly
thro
ugh
Eas
tern
Ind
ustr
ial Est
ate
Com
pany
Lim
ited
4)
Held
99.99
% ind
irec
tly
held
by
Hem
araj
Cle
an W
ater
Com
pany
Lim
ited
5)
In
200
9, H
emar
aj C
lean
Wat
er C
ompa
ny L
imited
had
cal
led
for fu
lly p
aid
up cap
ital
.( In
200
8 Hem
araj
had
est
ablis
hed
Hem
araj
Clean
Wat
er C
ompa
ny L
imited
, whi
ch h
ad the
reg
iste
red
capi
tal in
the
am
ount
of Bah
t 64
5 m
illio
n
an
d ha
d pa
id u
p fo
r sh
are
capi
tal in
the
am
ount
of Bah
t 58
0.50
mill
ion)
6)
99
.99%
ind
irec
tly
held
by
Hem
araj
Sar
abur
i In
dust
rial
Lan
d Com
pany
Lim
ited
. 7)
In
201
0 Th
e co
mpa
ny h
as p
aid
for in
vest
men
t ac
quisitio
n in
Hem
araj
Ind
ustr
ial La
nd C
ompa
ny L
imited
(HSI
L) to
Cem
enth
ai H
oldi
ng C
ompa
ny L
imited
(CHC)
8) 51
% d
irec
tly
held
by
the
Com
pany
in
Hou
ay H
o Th
ai C
ompa
ny L
imited
tha
t ha
s he
ld 2
5% in
Hou
ay H
o Po
wer
Com
pany
Lim
ited
, a com
pany
reg
iste
red
in L
ao P
eopl
e’s
Dem
ocra
tic Rep
ublic
(US.
cur
renc
y is u
sed
for bu
sine
ss o
pera
tion
).
9) In
2008
Sha
re o
f (p
rofits
) loss
es fro
m inv
estm
ents
by
usin
g th
e eq
uity
met
hod
in A
ssoc
iate
d Com
pani
es w
as p
rese
nted
as
an e
xpen
ses
in S
tate
men
t of
Inc
ome
* Th
e co
nsolid
ated
fin
ancial
sta
tem
ent as
at Dec
embe
r 31
, 201
0 of
the
com
pany
inc
lude
d th
e to
tal re
venu
e of
tho
se 2
sub
sidi
aries
as fro
m O
ctob
er 1
, 201
0 to
Dec
embe
r 31
, 201
0
รายงานประจํ าปี 2553 • Annual Report 2010
205
Hemaraj Land And Development Plc.
Nam
e
SU
BSI
DIA
RY C
OM
PANIE
S ASS
OCIA
TED C
OM
PANIE
S
1M
r.Ch
aval
itSe
tham
etee
kul
/,X
2M
r.Su
dhip
anC
haru
man
i/
3M
r.Th
ongc
hai
Sr
isom
bura
nano
nt
/,//
X
/,//
X
/X
X
X
X
X
/
X
X
4M
r.Dav
idR
icha
rdN
ardo
ne
/,//
//,
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//
5M
r.Vi
vatJi
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arns
akul
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6M
r.Pe
terJo
hnE
dmon
dson
/
7M
rs.P
unne
e
W
oraw
uthi
chon
gsat
hit
/
8M
s.P
atta
ma
Hor
rung
ruan
g/,
///
/,//
//
/
//
//
//
//
/
9M
r.So
mph
ong
Wan
apha
/
10M
r.Vi
kitHor
rung
ruan
g/
11M
rS
unth
orn
Ko
ngsu
ntho
rnki
tkul
/ /
12M
r.Kh
amho
ung
Rats
aman
y
/
13M
r.Ta
nin
Subb
oonr
ueng
/
14M
r.Si
risak
Kijr
aksa
/
Eastern Industrial Estate Co., Ltd.
Eastern Seaboard Industrial Estate (Rayong) Co., Ltd
Hemaraj Eastern Seaboard Industrial Estate Co., Ltd.
Eastern Pipeline Services Co., Ltd.
The Park Residence Co., Ltd.
H-Construction Management and Engineering Co., Ltd
Hemaraj Water Co., Ltd.
SME Factory Co., Ltd.
H-Phoenix Property Co., Ltd.
Hemaraj Clean Water Co., Ltd.
H-International (BVI) Co., Ltd.
Hemaraj International Co., Ltd.
Hemaraj Saraburi Industrial Land (Saraburi) Co., Ltd.
Hemaraj Rayong Industrial Land Co., Ltd.
GHECO-One Co., Ltd.
Cofely (Thailand) Co., Ltd.
Not
es:
/ =
Direc
tor
X =
Cha
irm
an /
/ =
Exe
cutive
Direc
tor
Houay Ho Thai Co., Ltd.
Houay Ho Power Co., Ltd.
INFO
RMAT
ION
OF D
IREC
TORS
AND
MAN
AGEM
ENT
IN C
OMPA
NY, S
UBSI
DIAR
IES
AND
ASSO
CIAT
ED C
OMPA
NIES
รายงานประจํ าปี 2553 • Annual Report 2010
206
Audit Fee The company and its subsidiary(ies) has made a payment for Audit Fee to A.M.T. Associates which it is the regular office of the auditor(s) in the latest accounting year in the total amount money of 4.10 Million Baht and Audit Fee of subsidiaries were audit by other auditor amount money of 0.50 Million Baht.
Non-Audit Fee The company and its subsidiary(ies) has made a payment for Non-Audit Fee of other services such as service fee of the provision of BOI’s report to A.M.T. Associates which it is the regular office of the auditor(s) in the latest accounting year in the total amount money of 110,000 Baht.
The remuneration of the Auditor of company
รายงานประจํ าปี 2553 • Annual Report 2010
207
Other References
Share Registrar
Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Bldg. 4th Floor 6-7th Floor, Rachadapisek Road, Klongtoey Bangkok 10110, Thailand Tel. 0-2229-2800 Fax 0-2654-5427 Auditor
Mrs. Natsarak Sarochanunjeen CPA No. 4563 A.M.T & Associates 491/27 Silom Plaza, Silom Road, Bangruk Silom Road, Bangruk Bangkok 10500, Thailand Tel. 0-2234-1676, 0-2234-1678 Fax 0-2237-2133 Attorney
Allen & Overy (Thailand) Co., Ltd. 130 Sindhorn Building III, 22nd Floor, Wireless Road Bangkok 10330, Thailand Tel. 0-2263-7600 Fax 0-2263-7699
Financial Advisor
Per Project
รายงานประจํ าปี 2553 • Annual Report 2010
208