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Message from the Board of Directors 02
Financial Information 04
Company and Subsidiaries Information 05
Nature of Business 11
Management Structure 26
Organization Chart 40
Boards of Directors 42
Business Policy and Overview 44
Project’s Information 46
Map 55
Products and Service 56
Competition 73
Securities and Shareholder 77
Management 87
Details of Position 97
Remuneration 98
Governance 100
Connected Transactions 107
Risk Factors 134
Internal Control 141
Corporate Social Responsibility 145
Management Dicussion and Analysis 160
Report of Independent Auditor 205
Statement of Financial Position 206
Note to consolidated 216
The Board of Directors' Responsibilities 267
Audit Committee Report 268
Audit Fee Accuracy 270
CONTENT11Nature of Business
44Business Policy and Overview
46Project Information
73Competition
Investors can obtain additional information on securities issuers in the Company’s Form 56-1 onwww.sec.or.th or the Company’s website.
Throughout 2014, Thailand’s economy had been affected
by political instability erupting in the fourth quarter of 2013.
Though the instability eased, uncertainties remained. Low-
income earners’ purchasing power was weak, driven by high
household debt and falling farmers’ low income, while the
upper middle-income were cautious of spending. This resulted
in lower-than-expected growth rate in the real estate market,
but it is recovering slowly. Developers gradually launched
projects in areas which would benefit from Bangkok’s
urbanization but delayed projects in provinces pending for
clarity of government projects. Residential demand expanded
more slowly than expected as most buyers awaited clarity in
economic recovery in 2015. Financial institutions maintained
the strict lending policy, leading to an increase in the rejection
rate from 15-20% to 30-40%.
In the year, the Company’s total sales rose 13% to
Bt11,982 million. Sales of single houses and townhouses
contributed 57%, while that of condominium 43%. Sale
revenue from single houses, townhouses and condominium
expanded 12% on year to Bt10,011 million. The growth rate
of the condominium segment alone was 40%, thanks to the
realization of revenue from 9 projects against 5 projects in
the 2013. The Company also earned Bt1,629 million from
land sale and Bt845 million from the hotel business. This
pushed total revenue to Bt12,416 million, or an increase of
27% from 2013. The sale of the Company’s stake in Krungthep
Land Public Company Limited worth Bt720 million generated
a gain of Bt77 million. As profitability rose on an increase in
revenue, the net profit margin rose to 3.2% from 0.4% in 2013
DR.TAWATCHAI NAKHATACHAIRMAN
and tended to rise further.
The Board of Directors’ policy was to further strengthen
the Company in terms of revenue and financial strengths.
The debt to equity ratio was lowered to cut interest expenses.
The land bank was turned into revenue more quickly, as some
land plots were developed and others not included in the
development plan were sold. The ISO 9001 standards were
adopted to improve product quality, with the focus on design
and construction management, to satisfy customers’ demand.
A major milestone was when shareholders at the 2013 annual
meeting approved the acquisition of Thai Property Public
Company Limited (TPROP) and Grand Asset Public Company
Limited (GRAND). Once the acquisition is complete, the
Company’s financial condition would be strengthened. It is
estimated that the Company’s assets and shareholders’ equity
would rise to Bt43,400 million and Bt16,400 million,
respectively. The Company would also earn more revenue
from office for rent and hotel business and enjoy lower
dependence on a particular business. The assets and revenue
structure would be more diversified – to cover low-rise
development, condominium projects, city condominiums,
office for rents and hotel business.
In 2015, the Board of Directors maintains the policy to
further grow revenue and profitability and strengthen the
Company’s business base. The project launch will be
quickened to extend the revenue realization period and selling
period. The focus is placed on high-end products under
“Perfect Masterpiece” brand, to limit negative impacts from
MESSAGE FROMTHE BOARD OF DIRECTORS
02
ANNUAL REPORT 2014
MR.CHAINID ADHYANASAKULCHIEF EXECUTIVE OFFICER
Mr.Chainid Adhyanasakul
CHIEF EXECUTIVE OFFICER
low purchasing power amid high household debt. Six projects
are planned with combined value of Bt9,000 million. The
construction cost will be lowered through the central
procurement unit, to increase the bargaining power. The
corporate image will be refreshed to mark the 30th anniversary,
under the “New Era of Happy Living” concept. The “Eco Cool”
housing concept, a modern, comfortable, energy-saving and
environmental-friendly innovation, will be launched. This will
be achieved through solar-powered cooling and heat-releasing
technology and energy-saving and green materials. Vertical
trees and lath will be used to shield the houses from heat.
The houses will be equipped with the home monitoring system,
with high-speed-internet-controlled CCTV for greater
protection. The “Green@Heart” concept will highlight the
Company’s long-standing focus, to extend green areas. New
functions will be added in clubs, like a sky pool, green bike
lane, solar-powered park and free Wi-Fi service.
In 2015, the Company targets to achieve sale revenue
of Bt17,600 million: Bt10,000 from low-rise projects and
Bt5,500 million from condominium projects. A total of 24
projects will be launched with combined value of Bt29,500
million: consisting of 20 single house and townhouse projects
worth Bt25,000 million, 3 condominium projects worth Bt3,000
million, and a project in Khao Yai worth Bt1,500 million.
Once the acquisition of TPROP is complete potentially
in June 2015 with the success of buying at least 75% of the
company’s outstanding shares, the Board of Directors and
the management are set to further enhance business potential.
In the next two years, the Company plans to develop and sell
TPROP and GRAND’s current projects and use the proceeds
to develop new projects. A real estate investment trust will
be established for Metro West Town and Metro East Town,
the two shopping malls which are valued at Bt1,800 million.
A fund will also be established for the hotel business, to
include Kiroro Resort in Japan, Sheraton Hua Hin Resort and
Spa, and Sheraton Hua Hin Pranburi worth Bt3,700 million.
The Board of Directors wishes to thank shareholders,
valued customers, investors, business partners, alliances and
financial institutions for their long-standing supports to the
Company., as well as the management and all employees
for their patient and dedicated performance in the past year.
Dr.Tawatchai Nakhata CHAIRMAN
03
(Unit : Million Baht)
2012 2013 2014
Financial Position
Total Assets 26,176 30,668 31,305
Project Development Cost and Land for Development 13,353 16,927 17,525
Inventories 32 34 35
Total Liabilities 17,545 22,022 22,295
Shareholders’ Equity 8,631 8,646 9,010
Operation Results
Sales 9,094 11,011 12,416
Total Revenue 9,270 11,229 12,785
Gross Margin 3,273 3,646 4,301
Net Income 203 41 402
Financial Ratio
Net Profit (%) 2.19 0.37 3.15
Return on Equity (%) 2.48 0.48 4.56
Return on Total Asset (%) (%) 0.85 0.15 1.30
Debt to Equity Ratio 2.03 2.55 2.47
Current Ratio 1.99 2.11 1.55
Per Share Data
Net Income per Share 0.06 (0.02) 0.06
Dividend 0.03 - 0.044
Book value 1.53 1.50 1.55
Note: The company split par from Bt6 to Bt1 on 6 May 2011.
04
ANNUAL REPORT 2014
FINANCIAL INFORMATIONProperty Perfect Public company Limited.
Company Information
Name : Property Perfect Public Company Limited
Type of Business : Real Estate Development
Head Office : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Business Registration Number : 0107536001231
Home Page : www.pf.co.th
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2247-3328
No. of Paid-up Share : 5,782,930,655 Shares (31 December 2014)
Par Value : Baht 1
Paid-up Capital : Baht 5,782,951,655
COMPANY AND SUBSIDIARIES INFORMATION
05
Legal Entity, The company hold 10% up
The Company and Subsidiaries , Directly Owned
Name : Estate Perfect Company Limited
Type of Business : Real Estate Development
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 120,000,000 Shares
Par Value : Baht 10
Paid-up Capital Baht 1,200,000,000
Percentage of Investment : 100 %
Name : Bright Development Bangkok Company Limited
Type of Business : Real Estate Development
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 10,000,000 Shares
Par Value : Baht 100
Paid-up Capital : Baht 1,000,000,000
Percentage of Investment : 100 %
Name : Residence Number Nine Company Limited
Type of Business : Real Estate Development
Address : 7th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 10,000,000 Shares
Par Value : Baht 100
Paid-up Capital : Baht 1,000,000,000
Percentage of Investment : 100 %
06
ANNUAL REPORT 2014
Name Chiangmai Development Company Limited
Type of Business : Real Estate Development
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 2,000,000 Shares
Par Value : Baht 100
Paid-up Capital : Baht 200,000,000
Percentage of Investment : 100 %
Name : We Retail Public Company Limited
Type of Business : Real Estate Development – Shopping Center and Commercial Area
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2645-0024
No. of Paid-up Share : 1,267,535,714 Shares
Par Value : Baht 1.05
Paid-up Capital : Baht 1,330,912,499.70
Percentage of Investment : 93.31 %
Name : Property Perfect International Pte. Ltd.
Type of Business : Investment and Oversea Real Estate Development
Address : 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616
No. of Paid-up Share : 1 Share
Par Value : 1 SGD$
Paid-up Capital : 1 SGD$
Percentage of Investment : 100 %
Name : Perfect Sport Club Company Limited
Type of Business : Clubhouse Management
Address : 19th Flr., Vongvanich B Bldg.,100/52 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2645-1406-8
Fax : 0-2645-1409
No. of Paid-up Share : 250,000 Shares
Par Value : Baht 100
Paid-up Capital : Baht 25,000,000
Percentage of Investment : 100 %
07
Name : U & I Construction Bangkok Company Limited
Type of Business : Construction
Address : 27th Flr., Vongvanich B Bldg., 100/89 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2246-2093-6
Fax : 0-2246-2020
No. of Paid-up Share : 1,000,000 Shares
Par Value : Baht 100
Paid-up Capital : Baht 100,000,000
Percentage of Investment : 100 %
Name : Uniloft Service (Thailand) Co., Ltd.
Type of Business : Service Apartment
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 13,250 Shares
Par Value : Baht 100
Paid-up Capital : Baht 1,325,000 (1,000 shares or Bt 100 par value and 49,000 shares or Bt 25 par value)
Percentage of Investment : 100 %
Name : Perfect Prefab Company Limited
Type of Business : Manufacturer and Install Prefab Structures
Address : 10th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 250,000 Shares
Par Value : Baht 10
Paid-up Capital : Baht 2,500,000
Percentage of Investment : 51% (49% held by Center of Standard Precast Company Limited)
Name : Ramintra Mall Company Limited (Formerly Known as Marirya Stuff Company Limited )
Type of Business : Real Estate Development – Shopping Center and Commercial Area
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2246-0733
No. of Paid-up Share : 3,500,000 Shares
Par Value : Baht 100
Paid-up Capital : Baht 350,000,000
Percentage of Investment : 100 %
08
ANNUAL REPORT 2014
Subsidiaries, Indirectly Owned
Name : Centrepoint Shopping Mall Co., Ltd.* (Subsidiary of We Retail Plc.)
Type of Business : Real Estate Development – Shopping Center and Commercial Area
Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.
Telephone Number : 0-2245-6640-8, 0-2247-7500-4
Fax : 0-2645-0024
No. of Paid-up Share : 5,000,000 Shares
Par Value : 100 Baht
Paid-up Capital : 500,000,000 Baht
Percentage of Investment : 93.31 %
Name : Kiroro Resort Holdings Co., Ltd (Formerly Known as Share Group Co.,Ltd.) (Subsidiary of Property Perfect International Pte.Ltd.)
Type of Business : Real Estate Development and Hotel Business in Japan
Address : 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan
No. of Paid-up Share : 116,520 Shares
Paid-up Capital : JPY 752,173,640
Percentage of Investment : 95.61%
Name : Kabushiki Kaisha Kiroro Associates Co.,Ltd. (Subsidiary of Share Group Co.,Ltd.)
Type of Business : Hotel Management
Address : 128-1 Tokiwa, Akaigawa-mura, Yoichigun,Hokkaido, Japan
No. of Paid-up Share : 610 Shares
Paid-up Capital : JPY 60,000,000
Percentage of Investment : 95.61%
09
Reference
Auditors Mr.Supachai Phanyawattano)
EY Office Limited
(Formerly known as Ernst & Young Office Limited)
33rdFloor, Lake Rajada Office Complex
193/136-137 New Rajadapisek Road, Bangkok 10110
Tel. 0-2264-0777, 0-2661-6190
Fax. 0-2264-0790, 0-2661-9192
Financial Institute Krung Thai Bank Public Company Limited
35 Sukhumvit Road, Klong Toey Nua, Wattana,Bangkok 10110
Bank of Ayudhya Public Company limited
1222 Rama III Road, Bangphongphang, Yan Nawa, Bangkok 10120
CIMB Thai Public Bank Company limited
44 North Sathorn Road, Lumpini, Prathumwan , Bangkok 10330
Thanachart Bank Company limited
1101 New Phetchaburi Rd. Makkasan, Rajthewi, Bangkok 10400
Share Registrar Thailand Securities Depository Co., Ltd.
4th , 6th -7th Flr. ,The Stock Exchange of Thailand Bldg.,
62 Ratchadaphisek Road, Klongtoey ,Bangkok 10110
Tel. 0-2359-1200 -1 Fax. 0-2359-1259
Property Valuation Agency for real estate affairs Co., Ltd .
10 Nonsi Rd., Nonsi, Yannawa, Bangkok 10120
Tel.0-2295-3905 Fax. 0-2295-1154
Brooke Real Estate Limited
20th Floor., Unit 2005-6, The Millennia Tower,
62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330
Tel. 0-2652-6300 Fax.0-2652-639
Thai Property Appraisal Lynn Phillips Co., Ltd.
11th Floor, RS Tower Building, 121/47-48 Rachadaphisek Rd., Dindaeng, Bangkok 10320
Tel : 0-2641-2128-32 Fax : 0-2641-2134
S.L. Standard Appraisal Co.,Ltd
114 Rattana Uthit Road, Soi 19,Tambon Hadyai, Amphoe Hadyai, Songkhla 90110
Tel: 0-7435-9130 Fax: 0-7435-9130
Wealth Appraisal Co., Ltd.
11/277 Thanthawat Village 5 Soi Watcharapol 1/9, Tha Raeng ,Bang Khen ,
Bangkok 10220 Tel : 0-2948-0928-9, 0-2948-2258 Fax : 0-2948-2259
Knight Frank Charter (Thailand) Co., ltd.
65/192 23rd Floor Chamnan Phenjati Business Center
Rama 9 Road Huaykwang District, Bangkok 10320
Tel : 0-2643-8223 Fax : 0-2643-8224
10
ANNUAL REPORT 2014
Background and Major Milestones
Property Perfect Public Company Limited was established on 14 August 1985 by the group of Maneeya Estate’’s operators,
with initial registered capital of Bt300,000. On 19 October 1993, the company was registered as a public company and on 1 June in
the same year, it was listed on the Stock Exchange of Thailand in the Property Sector.
The Company witnessed severe impacts from the financial crisis and baht devaluation in 1997. Due to liquidity problem, the
Company’s share trading was moved to REHABCO Sector. On 22 January 2001, 3 creditors filed the rehabilitation petition to the
Central Bankruptcy Court. The Court approved the petition on 19 February 2001 and appointed Asian International Planners Co Ltd
as the rehabilitation planner. The Court approved the rehabilitation plan on 2 October 2001, allowing the Company to move its share
trading to REHAB Sector on 22 November 2001 and returned to PROPERTY Sector on 19 June 2002.
Successfully completing conditions specified in the rehabilitation plan and debt restructuring, the Company filed a petition to exit
the rehabilitation process. The Court approved the exit on 12 April 2004, returning the administrative power to original executives.
Loans were gradually repaid to creditors in the rehabilitation plan, until they were fully repaid in 2011.
The Company has continually expanded business, going through several capital increases and reduction. The registered capital
now stands at Bt10,737,610,610, consisting of 10,737,610,610 common shares at Bt1 par value. The paid-up capital is Bt15,782,951,655,
consisting of 5,782,951,655 common shares at Bt1 par value.
NATURE OF BUSINESS
11
Major events in the past 3 years 2011 :
Invest Bt500 million in new shares of Bright Development Bangkok Company Limited (100%-owned subsidiary), which increased capital to Bt1,000 million.
Bt100 million , Bt50 million paid-up (100%-owned subsidiary).
capital of Bt10 million. The capital worth Bt2.5 million is paid-up.
subsidiary.).
in True Coffee shops inside the projects’ clubs.
tender for the remaining shares through a mandatory tender offer.
price of Bt400.2 million. We Retail paid for the shares through its capital-increase shares.(Renamed to We Retail Plc.)
2012 :Invest in Japan through subsidiary Property Perfect International Pte Ltd (PPI), which bought 69.01% shares in Share Group Co.,Ltd. (SG) (Renamed to Kiroro Resort Holdings.) and its assets, Kiroro Resort on Hokkaido Island. The assets cover a 292-rai land plot, 2 hotel buildings with 422 rooms, hotel fixtures, and ski equipment.
owned subsidiary’s capital to Bt100 million.
a total of Bt400,303,226.40. The new shares boosted the Company’s stake in We Retail to 727,824,048 shares or 91.05%.
12
ANNUAL REPORT 2014
2013 :
Perfect Fund was dissolved in March.
million, consisting of 2 million shares at Bt100 par value.,the company holds 100%.
were offered 5 new shares for every 8 existing shares, at Bt1.10 apiece, or a total of Bt500.4 million. The company’s shareholding
ratio is 93.31%
five per cent of new capital is paid up, or Bt1.225 million. The current paid-up capital is Bt1.325 million.
This turns Mariya which was later renamed to Ramintra Mall Co.,Ltd. into a subsidiary.
Salaya Campus. The fund was registered with Bt515 million in capital, consisting 51.5 million shares at Bt10 par value.
2014 :
Bt1,330,912,499.70, by lowering the par value from Bt5 to Bt1.05. Through the reduced capital worth Bt5,006,766,070.30,
We Retail’s share loss and accumulated losses were cleared. Then, the capital was raised from Bt1,330,912,499.70
to Bt4,761,824,999.40 (4,535,071,428 shares at Bt1.05 par value).
5,000,000 1py a share or a total of 500 million yen. Share Group then used the proceeds to repay a loan to Property
Perfect International. Property Perfect International now owns 95.61% in Share Group, which was renamed to Kiroro
Resort Holdings in November 2014.
and Grand Asset. The shareholders also approved related activities like the issuance and allocation of new shares to
Thai Property and Grand Asset’s shareholders who agree to the acquisition plan.
Property Development Public Company Limited. The decision is pending for the approval of Golden Land’s shareholders
who convened on 9 December 2014.
13
Shareholding structure The Company and subsidiaries operate property development business, with a focus on housing estates and condominium
development primarily in Bangkok and peripheral provinces. The subsidiaries and associated companies operate in four
businesses: property development, construction, retail and services. The structure as of 31 December 2014 is as follows:
Note:
* Previously called Perfect Satellite Services
** Shareholding ratio as of 4 November 2014
The company’s investment in subsidiaries and affiliates can be put into 4 main categories as Real Estate Development
, Construction Business Units and Services ,Retail Business Unit and Service-Oriented Units.
Real Estate Development Units
Construction Business Units
Retail Business Unit Services-Oriented units
Property Perfect Public Company Limited
100.00%Property Perfect
International
95.60%Kiroro Resort Holding
(Formerly known as Share Group)
100.00%Kabushiki Kaisha Kiroro
Associates Co., Ltd.
100.00%Estate Perfect Co., Ltd.
100.00%Residence Number Nine
Co., Ltd.
100.00%Chiang Mai
Development Co., Ltd.
19.52%Uniloft Property Fund **
100.00%U&I Construction Bangkok
Co., Ltd.
51.00%Perfect Prefab Co., Ltd.
93.31%We Retail Plc.
100.00%Centrepoint Shopping Mall
Co., Ltd.
100.00%Ramintral Mall Co., Ltd.
Formaly Named Mariya Stuff
100.00%Perfect Sport Club Co., Ltd.*
100.00%Uniloft Service (Thailand)
Co., Ltd.
100.00%Bright Development
Co., Ltd.
14
ANNUAL REPORT 2014
Property Development UnitsThe company and subsidiaries are mainly involved with the property development for sale. The projects involve the
development of single detached houses, townhouses, and condominiums. Details are as follows;
Property Perfect Public Company Limited (“The Company”) Developing housing estates, town house and condominiums. As of 31 December 2014, a total of 48 projects are under
development with outstanding value of Bt32,091 million. (Additional information on the projects of the Company and
subsidiaries are in Graphic: Projects by Type)
Estate Perfect Co., Ltd. (Subsidiary)
Estate Perfect Company Limited, (“Estate”) is located at 100/1 Varasombat Bldg., Floor 17th, Rama IX Road, Huay
Khwang, Bangkok. It was established in 1994, to develop single houses,duplex house and townhouses, with focus on
potential locations.
Estate is now capitalized at Bt1,200 million, following the Board of Directors’ resolution in January 2010 to raise the
capital from Bt1,000 million to Bt1,200 million, the company then issued 20,000,000 new shares at Bt10 par while the
paid-up capital totaled Bt1,200 million. The company now owns 100% of Estate.
As of 31 December 2014, Sale of Estate’s 7 projects is underway, and the remaining value of the unsold units is Bt5,257
million. ((Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type)
As of 31 January 2015 Estate’s 4 directors are:
Name Position
1.Mr.Wicharn Siriwetwarawut Director
2.Miss Sirirat Wongwattana Director
3.Mr.Wason Srirattanapong Director
4. Mr.Krittapas Pongpakawat Director
Bright Development Bangkok Co., Ltd. (Subsidiary) Bright Development Bangkok Co.,Ltd. (“Bright”) is Located at 100/1 Vorasombat Building (17th flr), Rama IX Road, Huay Kwang,
Bangkok, Bright Development was established on 2007 for condominium development. Bright Development is capitalized at
Bt1 million .
In December 2009, Bright raised the registered capital to Bt500 million. The Company subscribed to all new shares to
maintain the 100% ownership.
In February 2011, Bright resolved to raise the capital from Bt500 million to Bt1,000 million, all paid up. The company
holds 100% in Bright.
15
Aside from its focus to develop condominiums under “iCONDO” brand, Bright embarked on the project to develop premium
dormitories, specifically for students, under “Uniloft” brand. The project to create “extraordinary campus living” experience
focuses on famous universities. At present, it is developing two Uniloft projects which are valued at Bt1,000 million – Uniloft
near Chiangmai University in Chiang Mai and Uniloft near Mahidol University in Salaya, Nakhon Pathom. In 2013, the
company sold the Uniloft Salaya project to a property fund and plans to sell the Uniloft Chiang Mai project to a property
fund in the future.
On 31 December 2014, Bright planned 10 condominium projects and,the remaining value of unsold units is Bt4,884million.
(Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type) Researches
showed a significant growth in residential demand near educational campuses. Bright plans to launch 2 condominium
projects, iCondo Bangna and iCondo Salaya, with combined value of Bt2,310 million.
As of 31 January 2015,Bright’s 4 directors are;
Name Position
1.Mr.Pornswat Katechulasriroj Director
2.Miss Sirirat Wongwattana Director
3.Mr.Sumeth Suwajanakorn Director
4.Mr.Nantachart Kliebphipat Director
Residence Number Nine Company Limited (Subsidiary) Residence Number Nine Company Limited (“Residence”) is located at 100/1 Vorasombat Building (17th flr), Rama IX
Road, Huay Kwang, Bangkok, is capitalized at Bt1,000 million with 10 million shares at Bt100 par value. Owned 100%
by the company, The subsidiary is tasked to develop low-rise small-scale housing projects in potential locations. Its
target groups are new families, looking for single houses and townhouses valued between Bt1.7-Bt3 million.
Established in 2008 and In January 2010, Residence becomes a subsidiary as the company. It is capitalized at Bt1,000
million or 100% from old shareholders at Bt507 million. Residence’s original shareholders had no connection with the
company or the transaction. Residence was taken over as the company planned to develop single houses and townhouses
on a 170-rai plot in Bang Buathong, Nonthaburi, which is the only piece of asset of Residence.
As of 31 December 2014, Residence’s 4 projects are now marketed, The remaining value of unsold units is Bt2,727 million.
(Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type)
In 2014, Residence expands its business to Chiang Mai province, lured by its potential and increasing residential demand. The
project, under the “Perfect Place” brand, is valued at Bt950 million.
As of 31 January 2015, Residence’s 4 directors are:
Name Position
1.Mr.Wicharn Siriwetwarawut Director
2.Miss Sirirat Wongwattana Director
3.Mr.Sanpetch Sukkasem Director
4.Mr.Pornchai Ketlek Director
16
ANNUAL REPORT 2014
Chiangmai Development Company Limited (Subsidiary) Chiangmai Development Company Limited (“Chiangmai”) is located at 100/1 Vorasombat Building (17th fl.), Rama IX
Road, Huay Kwang, Bangkok. It is registered with Bt200 million ,capital 2 million shares at Bt100 par value. The company
holds 100% in the subsidiary.
Established on 21 February 2013 with fully paid-up capital of Bt200 million, the subsidiary is tasked to expand the
company’s residential development business. Its focus is on low-rise development in Chiang Mai province. The subsidiary
has not yet launched any project.
As of 31 January 2015, Chiangmai’s 3 directors are:
Name Position
1.Mr.Wongsakorn Prasitvipat Director
2.Miss Sirirat Wongwattana Director
3.Mr.Wasan Srirattanapong Director
Property Perfect International Pte.Ltd. (Subsidiary)
Property Perfect International Pte.Ltd. (PPI), located at 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616,
established on 12 July 2012, has paid-up capital of 1 Singapore dollar. Owned 100% by the Company, PPI will invest
in overseas property development business.
At the 4/2012 meeting on 27 August 2012, the Board of Directors approved PPI’s investment in Kiroro Resort Holdings‘s
common shares. Established in Japan, Kiroro Resort Holdings operates a property development and hotel businesses
in Japan. The 8,200 capital-increase shares were bought at 9,033 yen apiece or a total of 74.1 million yen , approximately
Bt30 million (at the exchange rate of 100 yen for Bt40.50). PPI also bought 3,200 shares from Kiroro Resort Holdings‘s
existing shareholders at the same price for a total of 28.9 million yen, approximately Bt11.7 million. The 11,400 shares
cost totally Bt41.7 million.
In March 2014, Kiroro Resort Holdings raised capital by another 500 million yen. The 100,000 new shares at par value
of 5,000 yen apiece were offered to PPI. PPT’s total shareholding Kiroro Resort Holdings has risen to 95.61%.
PPI’s 4 directors are:
Name Position
1.Mr.Bhichai Rattakul Chairman
2.Dr.Tawatchai Nakata Director
3. Mr.Chainid Adhyanasakul Director
4.Miss. Chong Weiyi Director
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Kiroro Resort Holdings Company Limited (Renamed from Share Group Company Limited) is a subsidiary of Property Perfect International Pte. Ltd.) Kiroro Resort Holdings (Renamed from Share Group Since November 2014), located at 30-3, Sarugaku-cho, Shibuya-ku,
Tokyo, Japan, is incorporated under the Japanese law for the investment in property development and hotel business. At
the 4/2012 meeting on 27 August 2012, the Board of Directors approved Kiroro Resort Holdings ‘s investment in all shares
of and loan claims against Kabushiki Kaisha Kiroro Associates Company Limited, from Mitsui Fudosan Resort Company
Limited. The 100% shares were bought at the cost of 1 yen, or approximately Bt0.4050 (at the exchange rate of 100 yen
for Bt40.50) . Kiroro Resort Holdings will also take over the claim on a loan to Kabushiki Kaisha Kiroro Associates from
Mitsui Fudosan Company Limited. The loan is valued at 1300.6 million yen: it is worth Bt526.7 million yen. The claim is
valued at 160,000,000 yen or Bt64.8million,The Board also approved Kiroro Resort Holdings’ purchase of Kiroro Resort
from Mitsui Fudosan Resort for about 1,039.99 million yen or Bt425.2 million,tolal Bt1,200 million or 4 Bt 490 million. Kiroro
Resort is a ski resort on Hokkaido, Japan, owning a 292-rai land plot, 2 hotels- 422-room (with average 60% occupancy
rate), and ski equipment. Plus transfer taxes of about 700 million yen or Bt280 million, the purchase cost a total of approximately
1,900 million yen or Bt770 million.
In March 2014, the Board of Directors acknowledged Kiroro Resort Holdings’ capital increase by 500 million yen (100,000
shares at 5,000 yen apiece). The new shares were offered to Property Perfect International to settle a loan from Property
Perfect International. Property Perfect International’s shareholding Kiroro Resort Holdings thus increased to 95.61%.
Kiroro Resort Holdings’ paid-up capital stands at 752,173,640 yen, consisting of 116,520 common shares.
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ANNUAL REPORT 2014
Kiroro Resort Holdings’ 8 directors are:
Name Position
1.Mr.Bhichai Rattakul Chairman
2. Dr.Tawatchai Nakata Director
3. Mr.Chainid Adhyanasakul Director
4.Mr.Jesd Jesdpiyawong Director
5.Mr.Hajime Mori Director
6.Mr.Seiichi Mizuno Director
7.Mr.Yochiro Itto Director
8.Mr. Aso Morito Director
Kabushiki Kaisha Kiroro Associates Company Limited (KA), subsidiary of Kiroro Resort Holdings Kabushiki Kaisha Kiroro Associates Company Limited (KA) is located at 128-1, Tokiwa, Akaigawa-mura, Yoichigun,
Hokkaido, Japan, is incorporated under the Japanese law for the investment in hotel management. Its registered capital
is 60 million yen or 610 common shares. After reorganized investment by Share Group Company Limited (SG) (Detail
of Share Group as above), its ownership rises to . 100%.
Kabushiki Kaisha Kiroro Associates’ 4 directors are:
Name Position
1.Mr.Chainid Adhyanasakul Director
2. Dr.Tawatchai Nakata Director
3.Mr. Hajime Mori Director
4.Mr.Methee Tanmanatrakul Director
Uniloft Property Fund In October 2013, Bright Development Bangkok Company Limited, a wholly-owned subsidiary of the Company, sold
Uniloft Salaya, located in Tambon Salaya, Buddhamondhol district, Nakhon Pathom, to Uniloft Proprty Fund for Bt514
million. The property fund was managed by One Asset Management Company Limited. Detail of the sold asset is as
follows:
(1) Title deed No. 15781
(2) Uniloft Salaya building
(3) Infrastructure, engineering system, furniture, and relevant materials necessary for the project
Uniloft Property Fund is an non-redeemable, open-ended fund. Registered with Bt515 million in capital, with 51,500,000
shares at Bt10 apiece, the fund was listed on the Stock Exchange of Thailand on 14 November 2013. The Company
invested in 10,051,200 units of the fund at Bt10 par value for the total value of Bt100,512,000 or 19.52% of all shares.
(Data as of 4 November 2014)
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Construction Business Unit U & I Construction Bangkok Company Limited U & I Construction Bangkok Company Limited (“U & I”), is located at 100/89 Vongvanich Building Floor 27th , Rama
IX Road, Huay Kwang, Bankgok. Established in April 2011, it has Bt100 million in registered capital, consisting 1 million shares or Bt100 par value. Owning 100%, the Company initially paid 50% of the capital and paid the remaining half in November 2012. Paid-up capital is now Bt100 million.
U & I’s main objective is to offer services to construct single houses, duplex houses, townhouses and condominiums for the company and subsidiaries. As it will be securing direct contracts from the group, this will promise construction flexibility for the group and allow the company a better management on supply chain. The company also selected sub-contractors to control the construction cost and construction period, as well as ensure effective control on the construction volume and quality.
As of 31 December 2014, WU & I’s 3 directors are;
Name Position 1. Mr. Manit Yukkasemwong Director 2. Mr. Sombat Bovornsombat Director 3. Mr. Krittapas Pongpakawat Director
Perfect Prefab Company Limited Perfect Prefab Company Limited (“Perfect Prefab”) is located at 100/1 Vorasombat Building Floor 10th, Rama IX Road,
Huay Kwang, Bangkok. Established in June 2011, it has Bt10 million in registered capital, with Bt2.5 million paid-up. The company owns 51% in Perfect Prefab, and the rest is held by Center of Standard Precast Company Limited – which has experience in this business and has supplied prefab materials to the group for over 5 years owns 49% in the company. The partner has no connection whatsoever with the company.
The company established to manufacturer and install prefab structures, which are parts of single houses, townhouses and project fences, as well as condominiums. The automated production system is to ensure no effect from labor shortage. The company expects to benefit from the joint venture’s prefab technology. It now manufactures prefab materials for the Company’s projects, with the capacity to supply materials for the construction of 500 housing units per year.
As of 31 January 2015, Perfect Prefab’s 5 directors are;
Name Position 1.Mr.Wicharn Siriwetwarawut Director 2.Dr. Vorasak Chakrapiyanant Director3.Mr. Vichaya Watananukit Director4.Mr. Phuwit Phaengsuk Director5.Mr. Kongsak Kaewsuriyathamrong Director
As of 11 March 2015, the company add 2 new directors ,Mr. Prakit krissadapong and Mr.rungroj Singhthabadkij,director are;
Name Position
1.Mr.Wicharn Siriwetwarawut Director
2.Dr. Vorasak Chakrapiyanant Director
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ANNUAL REPORT 2014
3.Mr.Prakit Krissadapong Director
4. Mr.Rungroj Singhthabadkij Director
5.Mr. Vichaya Watananukit Director
6.Mr. Phuwit Phaengsuk Director
7.Mr. Kongsak Kaewsuriyathamrong Director
Retail Business unit We Retail Public Company Limited (Subsidiary) We Retail Public Company Limited (“We Retail”) is located at 100/1 Vorasombat Building Floor 17th , Rama IX Road,
Huay Kwang, Bangkok. Formerly named Daidomon Group Public Company Limited (“Daidomon “) , It was incorporated
accordingly to the Civil and Commercial Code on 9 October 1990 and was registered as a public company on 27 April
2001. On 18 October 2011, shareholders at the 1/2011 extraordinary meeting approved the liquidation of the restaurant
business, the primary business, and the “Daidomon” trademark to Hot Pot Public Company Limited. On 15 December
2011, the subsidiary completed the liquidation. On 16 December 2011, We Retail acquired the 99.99% stake of
Centrepoint Shopping Mall Company Limited (“Centrepoint”), which develops shopping malls, office buildings and
commercial space, from the company. It was renamed to We Retail Public Company Limited on 29 November 2011
The company owns 93.31% of total issued shares. With registered capital of Bt4,761.8 million Baht with 1,330.9 million
Baht paid up, consisting 1,267,535,714 shares or Bt 1.05 par value. We Retail is carrying out the development of
two community malls in the West and East of Bangkok. The malls, namely Metro West Town and Metro East Town,
are expected to commence operations late 2014 and early 2015, respectively.
We Retail’s 7 directors are;
Name Position
1. Dr.Tawatchai Nakhata Chairman
2.Mr.Chainid Adhyanasakul Director, Deputy Chairman and Act for Chief Execetive Offiec
3.Mr.Pramote Rermyindee Director
4 Mr.Kampol Tatiyakawee Director
5. Mr.Cherdsak Kookiatnunt Independent Director, Chairman of Audit Committee
6.Mr.Chaiyakorn Boonlop Independent Director, Audit Committee
7.Mr.Boonliam Luangnakthongdee Independent Director, Audit Committee
Centrepoint Shopping Mall Company Limited (Subsidiary of We Retail Plc.) Centrepoint Shopping Mall Co.,Ltd.is located at 100/1 Vorasombat Building 17th fl., Rama IX Road, Huay Kwang, Bangkok.
Established in December 2007 . Centrepoint focuses on commercial development like shopping malls and rental office building.
In September 2011, the Board approved the sell-out of all 5 million shares in Centrepoint Shopping Mall Co.,Ltd.to Daidomon
Group Public Company Limited worth Bt400.20 million on 16 December 2011, turning Centrepoint Shopping Mall Co.,Ltd.into
a subsidiary of Daidomon Group. In return, Daidomon Group issued shares accounting for 88.06% to the Company. (Centrepoint
Shopping Mall Co.,Ltd. was renamed to We Retail Public Company Limited on 24 November 2011). Centrepoint Shopping
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Mall Co.,Ltd. owns the leasing rights of a some of a land plot on the east side of Ratchadapisek Road, planned for the
development of a closed shopping mall and an office building. In August 2012, it won the leasing right for an opposite land
plot on the west side of Ratchadapisek Road, which is planned for the development of a closed shopping mall.Centrepoint
Shopping Mall Co.,Ltd. is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall
Centrepoint Shopping Mall Co.,Ltd. is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall on the west
side of Ratchadapisek Road. The mall is built on a land plot sub-leased earlier. The closed 8-floor community mall has
150,000 sqm in space. The mall houses various fashion, cloth, and lifestyle products shops, restaurants, bank offices and
etc. It is expected to open its doors within 2016.
As of 31 December 2014,Centrepoint Shopping Mall Co.,Ltd.’s 5 directors are:
Name Position
1. Mr.Chainid Adhyanasakul Director
2. Mr.Pramote Remyindee Director
3.Mr.Wongsakorn Prasitvipat Director
4. Mr.Pornswat Katechulasriroj Director
5. Ms.Wilawan Luangnakthongdee Director
Note : Ms.Wilawan Luangnakthongdee replacing Ms.Supee Reodecha who resigned on 31 Jan 2015.
Ram Intra Mall Company Limited (Formery Known as Mariya Stuff Company Limited )(Subsidiary) Ram Intra Mall was established in 2004 as Mariya Stuff. In August 2013, the Company bought all 100% shares of
Mariya Stuff from its shareholders for Bt350 million. Mariya Stuff’s old shareholders had no connection with the Company.
Through the purchase, the Company took control of the lease rights over a 34-rai land plot in Tambon Bueng Kum,
Bang Kapi district, Bangkok. The 30-year lease period started from 9 April 2013 to 31 March 2043. The land is planned
to house a shopping mall, which is being studied.
In August 2014, Mariya Stuff extended the lease by another 3 years (1 April 2043 through 31 March 2046). It was
renamed to Ram Intra Mall in September.
Ram Intra Mall is located at 100/1 Vorasombat Building (17th fl.), Rama IX Road, Huay Kwang, Bangkok. It is registered
with Bt350 million capital (3,500,000 shares at Bt100 par value). The company holds 100% in the subsidiary.
Ram Intra Mall Co., Ltd.’s 2 directors are:
Name Position
1. Mr.Chainid Adhyanasakul Director
2. Mr.Pramote Remyindee Director
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ANNUAL REPORT 2014
Services-oriented units Perfect Sport Club Company Limited (subsidiary) Perfect Sport Club Company Limited (“Perfect sport Club”) is located at 100/52 Vongvanich B Building (19th fl.), Rama IX
Road, Huay Kwang, Bangkok, was established in February 2003. it was capitalized at Bt1 million. In September 2011, The
Company resolved to raise the registered capital by Bt4,000,000 to Bt5,000,000, through the issuance of 40,000 new shares
at Bt100 par value. The capital is fully paid-up and 100% owned by the Company. It later raised capital by Bt45 million to
Bt50 million, with Bt20 million paid-up. As of 15 September 2014, the paid-up capital is Bt25 million. The Company owns
100%.
Formerly called Perfect Satellite Services Company Limited, Perfect Sport Club operates fitness clubs and sport clubs of the
group. At present, 16 sport clubs exist.
Perfect Sport Club ’s 5 directors are:
Name Position
1.Mr. Phairat Senachak Director
2.Mr. Nantachart Kiebpipat Director
3.Mr. Krittapas Pongpakawat Director
4.Mr.Wasan Srirattanapong Director
5.Mr. Saranyu Adhyanasakul Director
Uniloft Service (Thailand) Company Limited (Subsidiary) Uniloft Service (Thailand) Company Limited (“Uniloft Service”) is located at 100/1 Vorasombat Building Floor 17th ,
Rama IX Road, Huay Kwang, Bangkok. Established in July 2011, it has Bt100,000 in registered capital. It is 100%
owned by the company. In August 2013, the registered capital was raised to Bt5,000,000 and 25% of the capital
increase or Bt1,225,000, has paid-up capital of Bt.1,325,000 . Uniloft Service Co., Ltd. operates a serviced apartment
and management services for the group’s real estate projects.
Uniloft’s 5 Directors are:
Name Position
1.Mr.Saranyu Adhyanasakul Director
2.Mr. Cherdsak Kukiatnunt Director
3.Mr.Prathompob Intr-Bumrong Director
4.Mr.Natthaphon Sueb-Am Director
5.Mr.James Stevenson Worboys Director
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Group structure after the acquisitions of Thai Property and Grand Asset
On 29 July 2014, the Company’s shareholders at the 1/2014 extraordinary meeting approved the tender offer for all shares
in Thai Property and the tender offer for all shares in Grand Asset under the Chain Principle. The tender offer is conditional:
when the tender period ends, shareholders of Thai Property must offer to sell at least 75% of outstanding shares. If the
condition is met, the Company will pay for the shares with capital-increase shares at the ratio of 1 share of Thai Property
for 0.5 share or with cash worth Bt0.57 per share. For the shares offered by Grand Asset shareholders, the Company will
offer 1.149123 share for every share of Grand Asset or cash worth Bt1.31 per share. At the meeting, the shareholders
approved the Company’s plan to raise the registered capital from Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value)
to Bt10,737,610,610, by issuing 4,776,629,888 new shares at Bt1 par value. The new shares will be issued to complete
the acquisitions.
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ANNUAL REPORT 2014
1/ Metro Premier Holding Public Company Limited 2/ Pacific Asset Estate Development Company Limited 3/ Scenery Peak Company Limited
Post-acquisition operations After the acquisitions are complete, the Company plans to reorganize the group business structure. While the Company
will be the core in the low-rise and high-rise property development business, We Retail will lead the retail and rental office
development business. Grand Asset will lead in the hotel development and management business, to take care of existing
projects and future projects. The clear business segmentation will streamline the operations of the group and build capacity
of the management and staff through knowledge transfer. The business groups are the areas that the group has been
proficient in. Under the new structure, all business units will be allowed to demonstrate their positive potential, to create
maximum interests to the organization which is the main purpose of the acquisitions. the acquisitions.
Thai Property Plc.
Metro1/ PED2/ Scenery Peak3/
Grand Asset Plc
Real Estate Development Units
Retail Business Unit Services-Oriented units
Construction Business Units
Company
Thai Property ’s Sharesholders
Grand Asset’s Shareholders
The company’s Shareholders
40.62%*
99.99% 99.99% 99.99%
75%
4% Note : The Company will hold 40.62% in Grand Asset: 7.5% direct shareholding through Thai Property
and 33.12%% indirectly through Metro.
Post-acquisition business structure
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MANAGEMENT STRUCTURE
The company’s management structure contains one board of directors and four subcommittees. They are directors,
Audit Committee, Nomination Committee and Remuneration Committee, Risk Management Committee and Executive Board.
Details are as follows:
1. The Board of Directors
As of 31 December 2014, the board consists of 12 directors as follow:
No. Name Title
Meetingof the
company’s board
Meeting allowances of
the of the company’s
board
1 Dr.Tawatchai Nakhata Chairman 7 7
2 Mr.Virayuk Puntupetch Deputy Chairman and Independent Director 7 7
3 Mr.Chainid Adhyanasakul Director and Chief Executive Officer 7 7
4 Mr.Phairat Senachack Director 7 7
5 Mr.Vidhya Nativivat Director 7 7
6 Ms.Sirirat Wongwattana Director 7 7
7 Mr.Ooi Boon Aun Director 7 6
8 Dr.Somsak Toruksa
Director / Independent Director and Audit
Committee 7 6
9 Dr. Thamnoon Ananthothai
Director / Independent Director and Audit
Committee 7 4
10 Mrs.Nuanual Swasdikula-Na-Ayudhaya Director / Independent Director 7 7
11 Mr.Krish Follett Director / Independent Director and 7 7
12 Prof.Dr.Suchatvee Suwansawat Director / Independent Director 7 2
With Mr. Pramote Rermyindee as secretary of the board 7 7
Note:
* Prof.Dr. Mr.Suchatvee Suwansawat Appointed in accordance with a resolution of the company’s Board of Directors 4/2014 on 16 June 2014
replace Mr.Anuwat Maytheewibulwut who resigned as director and independent director on 15 February 2014, citing other binding duties
that prohibited the service.
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ANNUAL REPORT 2014
Authorised directors Authorized signatory directors are1) Dr.Tawatchai Nakhata and Mr. Chainid Adhyanasakul are duly authorized to sign
documents and affix the company’s seal.2) Any one of the following directors - Dr.Tawatchai Nakhata or Mr. Chainid
Adhyanasakul - is authorized to co-sign documents with one the these directors - Mr. Phairat Senachack or Miss Sirirat
Wongwattana – and affix the company’s seal. 3) Dr. Tawatchai Nakhata or Mr. Chainid Adhyanasakul or Mr.
Phairat Senachack or Ms. Sirirat Wongwattana can sign and affix the company’s seal on the matters involving;
(1) Commerce Ministry and related units
(2) Revenue Department and related units
(3) Lands Department and related units
(4) Department of Public Works and Town & Country Planning and related units
(5) Bangkok Metropolitan Administration, Pattaya City and related units
(6) Municipality, provincial administrative organizations and tambon administration organizations
(7) Government agencies, or state enterprises or private organizations involved in the provision of water,electricity,
telephone, postal and internet services, which are to approve service transfers, down payments settlement, down
payment return, and down payment transfers.
The shareholders meeting or the Board can identify the directors with the authority to sign and affix the company’s seal.
Board of Directors’ authority and scope of responsibility The Board of Directors is authorized to make decisions and ensure that the company’s operations follow the objectives,
regulations, shareholders’ resolutions and legal conditions. Its authority does not cover the decisions which must be
approved by shareholders as prescribed by the Securities and Exchange Commission and the Stock Exchange of
Thailand. Under the company’s regulations, the Board of Directors is authorized to appoint the executive board which
will monitor the daily operations of the company under the guidelines and budget approved by the Board of Directors
and handle other tasks bestowed by the Board of Directors. The executive board can approve the decisions within its
power granted by the Board of Directors or have to propose the issues beyond its power for the Board of Directors’
consideration. The regulations also empower the Board of Directors to appoint other officers or other working committees
to assist the executive board.
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2. Audit Committee As of 31 December 2014, the Audit Committee consists of 3 independent directors.
No. Name Title
1 Mr.Krish Follett Chairman of the Audit Committee
2 Dr.Somsak Toruksa Auditing Committee
3 Dr.Thamnoon Ananthothai* Auditing Committee
With Ms.Doungporn Rermyindee as the secretary.
Note:
* Possessing expertise in accounting (See biography of directors, executives and authorized individuals)
Audit Committee’s authority and scope of responsibility1. Supervise the company’s operations to ensure honesty, transparency, and responsibility to shareholders.
2. Ensure that the executive board and executives handle their responsibilities in an accurate, complete and standard
manner.
3. Ensure the accuracy, sufficiency, and credibility of the financial results, as well ensure the accurate and sufficient
disclosure through coordination with external auditors and executives who take responsible for preparing quarterly
and yearly financial statements as requested by the company’s board of directors and/or the executive board.
4. Ensure appropriate and effective internal control, through the coordination with the internal auditors and auditors.
5. Appoint the auditor and set the auditor fee, which must be approved by the shareholders and based on reliability
and adequacy of human resources, audit job volume made by the audit firm and experience of staffs who are in
charge of the company’s accounting audit.
6. Make sure that the company follows the legal conditions set by the Securities and Exchange Commission, the
Stock Exchange of Thailand and other related agencies.
7. Prevent conflicts of interest through the inspection of the transactions of the company with connected parties and
through coordination with the auditor as well as consider disclosing accurate and adequate information for connected
transactions and any transactions that might cause conflicts of interest.
8. Prepare the audit committee’s report and disclose the report in the annual report, which includes at least following
issues.
- Opinion related to prepare the company’s financial reports and accurate and reliable information disclosure.
- Opinion concerning to sufficiency of the company’s internal control system.
- Reasons that the company’s auditor is appropriate for another term appointment.
- Opinion to comply with the Securities and Exchange Act, the Stock Exchange of Thailand’s rules and laws
relevant to the company’s business.
- Other reports that should be acknowledged by shareholders and investors under scope of duty and responsibility
assigned by the company’s directors.
9. Review the internal control’s reports.
10. Review the internal control’s findings. If finding or suspecting of any misconduct, or the insufficiency of the internal
control, they must ask for the Board of Directors’ judgment.
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ANNUAL REPORT 2014
11. Review the internal control’s inspection and the auditor’s recommendations, and follow through the improvements.
12. Authorize to examine, audit, call executive directors, executives, advisors, and accounting auditors to attend
meeting to acknowledge information and seek independent opinions from other professional advisors if necessary
to achieve in tasks under responsibility.
13. Perform other tasks assigned by the company’s board such as review of financial and risk management policy,
and business ethics conducted by executives.
The audit committee has a three-year term and it will be elected by the company’s board when their terms are ended
by rotation.
3.The Nomination and Remuneration Committee
The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee
and Remuneration Committeem, to create a single Nomination and Remuneration Committee, effective from 17 June 2014
onwards. )
The Nomination and Remuneration Committee consisted of 3 persons as of 31 December 2014.
No Name Title
1 Mr.Virayuk Puntupetch Chairman of the Nomination and Remuneration Committee
2 Mr. Vidhya Nativivat Nomination Committee
3 Mr.Ooi Boon Aun Nomination Committee
With Mr. Pramote Rermyindee as secretary
Nomination Committee’s scope of authority and responsibility1. Review the individuals who are fit to be the company’s directors and nominate the list to the board of directors
and/or present the list to shareholders for official appointment.
2. In reviewing the individuals’ qualifications, the committee must consider their expertise, knowledge, ability and
relevant experiences to ensure that the individuals’ qualifications would be useful for the company’s operations.
Besides, the committee must consider that the nominations follow the legal framework particularly when it involves
the nominations for independent directors and the audit committee members.
3. In selecting independent directors and the audit committee members, the committee must take into account;
(A) The nominated individuals must hold no more than 1% of the paid-up capital of the company, affiliates or
subsidiaries. The percentage is inclusive of the shareholding of related individuals - their spouses and underage
children.
(B) The nominated persons must not be related to the company’s executives or major shareholders.
(C)The appointed persons must not have conflicts of interest, directly or indirectly, in terms of finances or
management of the company and affiliates. They must not be the company’s major shareholders.
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(D) The nominated persons must have no any relationship with the company and associates in ways of vested
interest, or financial or management benefit at present and over the past two years before appointed as
independent directors. Such relations include
- Being directors who take part in the company’s management, employees, staff members, advisers who
receives a regular salary, or control authorities.
- Being professional service providers such as auditors, legal Consultants, financial advisors or price appraisers.
- Having business relationship such as buy/sell goods, provide asset buy or sell service, give or receive
financial assistance etc.
(E) In case that the nominated persons serve as independent directors of other companies in the group, they must
disclose such information and remuneration received from those companies.
(F) The nominated persons must not seat as any director in other listed companies in the group.
4. The appointed persons must be able to work and present their views with independence, free from the control
from executives or major shareholders as well as their relatives.
Director Selection Committee’s authority, duty and responsibility could not be transferred to others in a way that those
who are authorized by the committee can approve transactions that might lead to conflicts of interest (as defined in
the Securities and Exchange Commission’s announcement) with the company or subsidiaries, or he/she has vested
interest with exception that those transactions are regarded as normal course of business with the clear scope.
To present the selected persons to the board of directors, the Selection Committee must nominate only those
who will fill the available director seats. Except when the committee members could not reach an agreement,
they are allowed to present all the nominated names to the board for their consideration.
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ANNUAL REPORT 2014
4. Risk Management Committee
Risk Management Committee consisted of 4 persons as of 31 December 2014.
No. Name Title
1 Mrs.Nuanual Swasdikula-Na-Ayudhaya Chairman of Risk Management Committee
2 Mr.Boonliam Luangnakthongdee Risk Management Committee
3 Dr.Thamnoon Ananthothai Risk Management Committee
4 Mr.Chirdsak Kukiattinun Risk Management Committee
With Dr.Theerathorn Tharachai as Secretary
Risk Management Committee’s scope of authority and responsibility.1. Review and present risk management policy and acceptable risk to the company’s board for approval.
2. Supervise development and practice throughout organization to comply with risk management framework.
3. Review risk management reports to monitor important risks and proceed to ensure that the organization has
sufficient and appropriate risk management.
4. Present risk of the company in overall picture, and sufficiency of internal control system to manage risk in all
important aspects to the company’s board.
5. Provide suggestion about risk management to the company and revise any information concerning risk management
system development.
6. Authorizes to appoint the company’s risk evaluation and monitoring working group.
7. Perform other tasks about risk management assigned by the company’s board.
5. Executive Board
Executive Board contains 8 individuals, as of 31 December 2014.
No. Name Title
1 Dr.Tawatchai Nakhata Chief Executive Director (Authorized Signatory Director)
2 Mr.Chainid Adhyanasakul Deputy Chief Executive Director (Authorized Signatory Director)
3 Mr.Phairat Senachack Executive Director (Authorized Signatory Directors)
4 Ms.Supee Reodecha Executive Director
5 Mr.Wicharn Siriwetwarawut Executive Director
6 Mr.Pornswat Katechulasriroj Executive Director
7 Mr.Wongsakorn Prasitvipat Executive Director
8 Ms.Sirirat Wongwattana Executive Director and Secretary (Authorized Signatory Directors)
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Executive Committee’s authority and scope of responsibility*
1. Run the company’s daily operations under the guidelines set by the Board of Directors and within the scope of
rules and regulations, as well as the company’s objectives and regulations. They are barred from transactions
related to project opening and investment, not related to the company’s core business.
2. Appoint high-ranking executives to manage the company.
3. Set the annual budget for the Board of Directors’ approval.
4. Consider investment projects for the Board of Directors’ approval.
5. Review and approve land acquisition worth over Bt200 million but not more than Bt800 million. The amount must
not exceed the sum approved by the Board. Any approved land purchase must be attached with the preliminary
development plan and project feasibility, for the Board’s consideration.
6. Review and approve the transactions apart from budget plan no more than Bt 100 million.
7. Consider and approve borrowings and the financing of normal transactions.
- Project financing – approved the project financing worth not over Bt1,000 million per project, excluding infrastructure
guarantee
- Working Captital - approved the borrowing of no more than Bt800 million for the working captital.
8. Prepare, recommend and set business strategies for the Board of Directors.
9 Consider and approve the corporate marketing and public relations plans.
10. Evaluate the company’s performance in terms of asset management and financial management to ensure efficiency
and effectiveness.
11. Conduct other tasks assigned by the Board of Directors.
Notably, the executive board has no authority in handing its power to any member or others to approve a connected
transaction (as prescribed by the Securities and Exchange Commission) or a transaction which could pose conflicts
of interest with the company or subsidiaries with exception of approval for normal course of business transactions
as policy and criteria resolved by the board of directors under the Securities and Exchange Act, and the Stock
Exchange of Thailand’s regulations, announcements and instructions or rules.
Note: * Revised by Board’s resolutions at the 6/2014 meeting on 6 November 2014
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ANNUAL REPORT 2014
Chief Executive Officer* Chief Executive Officer is the highest authority in the company’s management. perform duties and report operating
performance to the Executive Committee, Board of Directors and shareholders as follows :
1. Set policies, direction, and strategies for the company’s business operation.
2. Set business planning, budget and authority of the company’s internal units which up to management department
to seek the board’s approval.
3. Manage normal course of business activities under policies set by the company’s board, laws, conditions, regulations,
memorandum of association, and the company’s rules.
4. Appointed Management Board, advisor and other directors to give advices concerning the company’s management.
5.Review and approve land acquisition worth no more than Bt500 million. The purchase must be notified to the Executive
Committee, held as the Board of Directors’ resolution which would be used in the registration of rights and transactions
at relevant land offices.
6. Review and approve the Transations apart from budget plan no more than Bt50 million.
7. Perform other tasks assigned by the company’s board.
Chief Executive Officer authority, duty and responsibility could not be transferred to others in a way that those who are
authorized by Chief Executive Officer can approve transactions that might lead to conflicts of interest (as defined in
the Securities and Exchange Commission’s announcement) with the company or the subsidiaries and affiliates, or he/
she has vested interest with exception that those transactions are regarded as normal course of business as policies
and principles set by the company’s board. in compliance with laws governing securities and stock exchange,
regulations, announcements, instructions or rules of the Stock Exchange of Thailand.
Note: * Revised by Board’s resolutions at the 6/2014 meeting on 6 November 2014.
Executives
The company’s executive team consisted of 8 members as of 31 December 2014, as defined in the Securities and
Exchange Commission’s announcement
No. Name Title
1 Mr. Chainid Adhyansakul Chief Executive Officer
2 Mr. Pramote Rermyindee Company Secretary
3 Mr.Wicharn Siriwetwarawut Chief Operating Officer 1
4 Mr.Pornswat Katechulasriroj Chief Operating Officer 2
5 Mr.Wongsakorn Prasitvipat Chief Business Development Officer
6 Miss Sirirat Wongwatana Chief Financial Officer
7 Mr.Surasak Vacharapongpreecha Deputy Chief Financial Officer
8 Miss Supee Reodecha* Deputy Chief Financial Officer
Note: *Miss Supee Reodecha resigned from company executive on 31 January 2015.
33
Company Secretary In compliance with the Securities and Exchange Act BE2551’s Section 89/15, the Board of Directors must appoint the
Company Secretary who will act on behalf of the company and the Board of Directors. The Board of Directors at the
meeting on 11 August 2008 resolved to appoint Mr.Pramote Rermyindee as the Company Secretary.
Company Secretary’s scope of authority and responsibility1) Preparing and keeping the following documents
(A) Directors’ Register
(B) Invitations to Board of Directors meetings, meeting minutes, and the Annual Reports
(C) Invitations to shareholders’ meetings and minutes of the meetings
2) Keeping the connected transactions reported by directors or executives and submitting photocopies of the reports
to the chairman and chairman of the Audit Committee within 7 days of receipt
3) Setting the documenting system for the following information and ensuring the complete storage of such document
which must date back at least 5 years and could be retrieved for post-audit. The storing of such document covers
the electronic system and others which allow the retrieval of original document.
(1) Information presented at shareholders’ meetings
(2) Financial statements or reports on the company’s finances and operating results or other reports which must
be disclosed under the Securities and Exchange Act’s Articles 56, 57, 58 or 199.
(3) The company’s opinion on shareholders’ tender offer for the company’s shares
(4) Information or other reports on the company, to be released to shareholders or the general public as required
by the Capital Market Supervisory Board
4) Complying with other duties to be specified by the Capital Market Supervisory Board
5) Company Secretary must carry out duties with responsibility, caution, and integrity; must comply with laws, the
company’s objectives and regulations, the Board of Directors resolutions and shareholders’ resolutions; and must
not act in the way that causes significant conflict of interest.
6) Carrying out duties with responsibility and caution as men with integrity would do when falling under the same
situation.
(1) Making decisions with full conviction and good reasons that they are for the company’s maximum benefits.
(2) Acting on information honestly believed to be sufficient, and
(3) Making decisions that do not create any direct or indirect conflict of interest.
When the Company Secretary cannot further perform his job, the Board of Directors is required to appoint the replacement
within 90 days. Ms. Sirirat Wongwattana was accordingly appointed to carry the tasks.
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ANNUAL REPORT 2014
Meeting allowances of the company’s board and 4 units of subcommittees in 2014.
Name
Board of Directors
Audit Committee
Remuneration Committee
Nominating Committee
Risk Management Committee
Dr.Tawatchai Nakhata 7
Mr.Virayuk Puntupetch * 7 1
Mr. Chainid Attayarnsakul 7
Dr.Somsak Toruksa* 6 8 2
Dr.Thamnoon Ananthothai * 4 6 8
Mr.Phairat Senachak 7
Mr.Vidhya Nativivat 7 1 2
Ms.Sirirat Wongwattana 7
Mr.Ooi Boon Aun 6
Mrs.Nuanual Swasdikula-Na-Ayudhaya * 7 2 8
Mr.Krish Follett * 7 8 1
Mr.Anuwat Maytheewibulwut * ,**
Mr.Boonliam Luangnakthongdee 8
Mr.Chirdsak Kukiattinun 8
Total 7 8 1 2 8
Note:
* Independent Directors
** Mr Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited
the service.
Nomination and Appointment of Directors and Top Executives
(1) Independent directors
Independent directors’ qualifications must meet the Securities and Exchange Commission’s regulations No. Tor
Jor 28/2008 on the filing and approval of new share offerings and the Stock Exchange of Thailand’s regulations
on the qualification of independent directors.
(2) Nomination Directors and Top Executives
The nomination committee exists to nominate individuals as the company’s directors. The Selection Committee
will shortlist qualified persons and submit the nominations to the Board of Directors or the shareholders meeting
for the appointment. The nomination committee places the knowledge, ability and experiences on top priority in
completing the nomination, as the qualifications must support the company’s operations. (As specified by the
scope of authority and responsibility of the Selection Committee, in nominating company directors).
35
Components and appointment of directors The company’s Board of Directors contains at least 5 members and at least a half of the board members must reside in the
Kingdom.
In voting for directors at the shareholders meeting, one share is equivalent to one vote. Each shareholder is obliged to
cast all votes for one or more persons, but they cannot ration votes for particular persons.
Majority votes count in the voting. In case of equal votes, it is to be decided by chairman of the meeting.
At annual shareholder meeting, one third of directors must end their term. If the number of directors cannot be divided into
three portions, the number of resigned directors must be as close as the one-third ratio.
Directors are barred from operating a similar business which competes against the company’s business, or being a partner
of a partnership, a partner without limit in a limited partnership, or a director of any juristic body that operates in competition
against the company, unless shareholders are notified of the fact before the appointment.
Directors must immediately notify the company if taking any part in contracts with the company or when the holding of
shares or debentures issued by the company or subsidiaries increases or decreases
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ANNUAL REPORT 2014
Human Resources
1. Number of Employee
At the end of 2014, the company and subsidiaries employed 890 employees. The following is the number of employees of each unit.
Division Employee (Persons)
31-DEC-14
1 Office of the Chief Executive Officer 22
2 Project Planning and Housing Marketing Division 17
3 Condominium Project Development Division 22
4 Condominium Marketing Division 23
5 Sales Management Division 81
6 Design Division 15
7 Construction Management Division - Operating Group 1 20
8 Construction Management Division - Operating Group 2 32
9 Advertising Division 14
10 Public Relations and Corporate Communication Division 10
11 Accounting Division 26
12 Internal Audit 3
13 Legal Procedure & Ownership Transfer Division 68
14 Financial & Treasury Division 22
15 Budgeting Division 6
16 Information System Division 9
17 Fund Administration & Corporate Bond Division 29
18 Investor Relations and Research Development Division 5
19 Human Resources Division 9
20 General Administration Division 22
21 Project Management Division - Zone 1 - 8 385
22 Construction Company (U & I) 50
23 Clubhouse Management Company (PSC) 6
Total 890
In the past 3 years, the company has witnessed no lawsuits regarding labor disputes.
37
2. Employees’ remuneration
The company has in place the remuneration committee, authorised and responsible for considering the remuneration
policy and payout criteria for the chief executive officer, directors and consultants. It is also setting the annual
benefits, annual salary adjustment, extra salary adjustment, and other benefits for employees at all levels. The
committee also considers the employment rules and work code and ensures that disciplinary actions are appropriate
and fair to employees.
The employee remuneration (excluding that of executives) covers salary, bonus, welfare benefits, overtime,
allowances and contribution to the provident fund. It amounted to Bt586.08 million in 2014.
3. HR Development Policy
The company realizes the importance of all employees and is committed to consistent supports for the enhancement
of their knowledge and skills to match their job descriptions. This is to ensure quality products to customers and
standardized marketing and service quality. The human resource development policy is thus designed accordingly
to the areas of work. Training is planned in line with the company’s business direction and employees’ job
descriptions. The competency system has been introduced, so that employees are equipped with all knowledge
and skills required for their jobs.
The HR development plan has been shaped under the policy. Training courses for employees are clearly defined.
There is an analysis on training specification, to promote employees’ job competency accordingly to their job
descriptions. The urgency of training in different work periods is also taken into account. The development scheme
planned for employees at all levels is diverse, covering internal training, external training, and coaching.
The training program is designed in accordance with the company’s annual targets. The methods are designed to
match the courses, requiring employees to take classes, practice and actually work in the respective fields under
the supervisors’ guidance. On top of this is the sharing and exchanging of experiences, skills and knowledge of
employees in different units. The company regularly hosts a forum where they can share experiences and notify
obstacles, to define solutions as well as outline the standardized work procedure and services. These are to put
in place the learning culture in the organization. In 2014, some of the enhancement programs are as follows:
1. Administrative skill enhancement
The company has placed emphasis on preparing employees for the supervisory and administrative levels.
Such enhancement programs are organized every year.
2. Teamwork enhancement
The company sees the value of creative teamwork, within business units or across units, as this ensures
efficiency of the overall operations. The Perfect Team curriculum was initiated, bringing employees from
different units. Together, they got to know each other and participated in group activities, allowing the closer
cross-unit relationship and harmony.
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ANNUAL REPORT 2014
3. Preparation for ISO 9001:2008 Certificate
Customers’ benefits have been the priority. Under the commitment to deliver quality products and services,
the company is adopting international standards for the entire production process. The ISO 9001 standards will
ensure that products meet customers’ demands and comply with relevant laws and regulations. Employees
at all business units were trained about the standards. Staff of all relevant units received training on the
quality system and operating process, in line with the goal to deliver quality products to customers. Outstanding
staff is selected for additional training to undertake internal audit, tasked primarily to monitor and ensure that
all units meet the specified goal.
4. Marketing skill enhancement
The company plans to grow business with new projects every year. All sale employees, who directly feed
information to and serve customers, are thus required to attend the training program. This is to ensure
standardized and impressive services to customers. The Service Signature project, to create a unique service
standard, was initiated in 2013 and will continue in 2014.
Employee Training and Competency Enhancement The company puts emphasis on training and perfectly readying all employees for their job descriptions. The activities have
been rolled out consistently. They start with the orientation of the new recruits. Then, there is on-the-job training as well as
training on new tools that can support their work. Employees’ competency is also enhanced, to ready them for promotion
and ensure that they will be able to perform the new jobs efficiently and effectively. The courses designed for all employees
can be categorized as follows:
1. Standard Course
2. Management Course
3. Team Work Course
4. Course on construction
5. Course on design
6. Course on sale
7. Course on quality
8. Course on after sales service
In 2014, 52 in-house and public training courses were
organized, involving 519 attendees.
39
ORGANIZATION CHART
Property Perfect Public Company Limited and Subsidiaries
Board Of Directors
Executive Committee
Chief Executive Officer(CEO)
Operating Group 1 (COO 1 )
Chief Operating Officer
Operating Group 2 (COO 2)
Chief Operating Officer
Business Development Group (CBO)
Chief Business Development Officer
Deputy Chief Operating Officer Deputy Chief Operating Officer2
Deputy Chief Business Development Officer
Assistant Chief Operating Officer
Legal Procedure & Ownership Transfer Division
Project Management Division Zone I
Project Management Division Zone II
Project Management Division Zone III
Project Management Division Zone IV
Project Management Division Zone V
Project Management Division Zone VIII
Project Management Division Zone VI
Project Management Division Zone VII
U&I construction Bangkok Co., Ltd .
Construction Management Division – Operating Group1
Construction Management Division– Operating Group 2
Perfect Prefab Co., Ltd.
Assistant Chief Operating Officer 2
Assistant Chief Business Development Officer
Risk management Committee
Audit Committee
Internal Audit
Chief Advisor to the Board of Directors
Chief Advisor to the Board of Directors
Project Planning and Housing Marketing Division
Condominium Project Development Division
Condominium Marketing Division
Design Division
Public Relations and Corporate Communication Division
Advertising Division
Sales Management Division
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ANNUAL REPORT 2014
Financial Group (CFO)
Chief Financial Officer
Support Officer (CSO)
Chief Support Officer
Deputy Chief Financial Officer
Deputy Chief Support Officer
Assistant Chief Financial Officer
Assistant Chief Support Officer
Legal
Nomination and Remuneration committee
Company Secretary
Office of the Chief Executive Officer
Information System DivisionFinance & Treasury Division
Fund Administration & Corporate Bond Division
Investor Relations & Research Development Division
Accounting Division
Human Resources Division
General Administration Division
Uniloft Service (Thailand) Co., Ltd.
Budgeting Division
41
1. Dr.Tawatchai Nakhata Chairman Chief Executive Director
2. Mr.Chainid Adhyanasakul Chief Executive Officer Deputy Chief Executive Director Director
3. Mr.Virayuk Puntupetch Deputy Chairman Independent Director Chairman of Nomination and Remuneration Committee
4. Dr.Somsak Toruksa Director Independent Director Audit Committee
5. Mr.Vidhya Nativivat Director Nomination and Remuneration Committee
6. Dr.Thamnoon Ananthothai Director Independent Director Audit Committee Risk Management Committee
1
3
2
4
5
6
BOARD OF DIRECTORS OF THE COMPANY
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ANNUAL REPORT 2014
10. Mr.Ooi Boon Aun Director Nomination and Remuneration Committee
11. Ms.Sirirat Wongwattana Director Executive Director Chief Financial Officer
12. Prof.
Dr.Suchatvee Suwansawat Director Independent Director
13. Mr.Pramote Rermyinde Company Secretary
7. Mrs.Nuanual Swasdikula-
Na-Ayudhaya Director Independent Director Chairman of Risk Management Committee
8. Mr.Phairat Senachack Director Executive Director Consultant of Chief Executive Officer
9. Mr.Krish Follett Director Independent Director Chairman of Audit Committee
7
8
9
11
10 12
13
1
43
Vision, Objectives, Goals and Strategies of The Company/Group Vision
The company sets sight to be a leading property developer that constantly satisfies customers of all ages, communities, partners, shareholders and employees, and commitment to environmental conservation and the quality of life.
Mission
1. Create and develop modern products and services at potential locations and timely and constantly respond to new
living concepts
2. Create and solidify the financial stability in response to sustainable development of the organization and stakeholders’
3. Create and improve operational excellence through a professional team and the consistent and standardized operating system
4. Create and enhance satisfaction in products and services with the better environment and quality of life and responses
to the need of clients of all ages
5. Create and grow reputation and pride through responsible and ethical operations, in recognition of the benefits and
impacts on the relevant parties
BUSINESS POLICY AND OVERVIEW
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ANNUAL REPORT 2014
The Company is primarily involved in developing properties for sale. The range of products cover single houses, townhouses and condominiums. The policy is in place in the administration and contractor assignments for the construction of designed products. To control the quality of construction works, The Company’s engineers and architects are dispatched to monitor the entire process. A subsidiary was established to provide construction services primarily to The Company and the group. This is on top of the assignments awarded to external construction companies, to help reduce the construction cost. More subsidiaries were also established to support the development of shopping malls, office buildings, commercial areas, investment-purpose retail business, and overseas property development.
The Company’s main business goal is to deliver customers “Happy Living” home, through ethical and responsible operations which highlight responsibility to the environment, society and shareholders.
The Company’s strategies are exercised to create added value, aiming to satisfy dwellers in all elements from locations, project design, home designs, standardized construction quality, sports clubs, the environment to the natural ambience. Activities are hosted at the projects for all family members, to strengthen their bonds and nurture Thai culture as reflected in activities to commemorate various festivals. Safety standards are assured, to ensure the “Happy Living” environment at all projects.
The Company puts emphasis on the quality of project development; functional home designs despite sizes for maximum customer satisfaction; the creation of lake, the vast greenness with trees and naturally-designed gardens; and the clubhouses as well as other services. A team is tasked to host activities during holidays and festivals, to ensure desirable relationship among customers. The closed circuit TV covers major areas of the projects, which from the entrance are guarded 24 hours a day to assure all of the safety. All these have resulted in positive responses to The Company’s products.
The Company will further its commitment towards quality projects. On offer is the accommodation at various locations that promises quality of life to all groups of customers. The Company’s products - condominium, townhouses,duplex houses and single houses - are available at the prices of Bt1 million to Bt40 million. They are located in a diverse range of areas, to reach as many as customers as possible.They are assured of satisfaction when living in any project by Property Perfect. The Company and subsidiaries are convinced that the commitment will produce the desirable quality of life and environment,
which will yield good society and encourage people to do good deeds to society.
45
“Perfect Masterpiece” Brand
1. Perfect Masterpiece Rattanathibet
Location Thambon Saima, Muang District ,
Nonthaburi Province.
Developed by Property Perfect Plc.
Time to Develop 2007-2019
Product SDH
Total Project Value 4,879 MB.
2. Perfect Masterpiece Rangsit
Location Meuang District ,Prathum Thani Province.
Developed by Property Perfect Plc.
Time to Develop 2011-2015
Product SDH
Total Project Value 676 MB.
3. Perfect Masterpiece Ramkhamheang
Location Kwang Minburi,Khet Minburi, Bangkok
Developed by Property Perfect Plc.
Time to Develop 2011-2015
Product SDH
Total Project Value 1,214 MB.
4. Perfect Masterpiece Phase 1-3 Sukhumvit 77
Location Sukhumvit Rd.,SamutPrakarn Province.
Developed by Estate Perfect Co., Ltd..
Time to Develop 2012-2015
Product SDH
Total Project Value 1,494 MB.
PROJECT’S INFORMATION
Project of Property Perfect Plc. and Subsidiaries’ on 31 December 2014.
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ANNUAL REPORT 2014
“Perfect Place”Brand
5. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 Location Kwang Minburi.,Khet Minburi, Bangkok Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH Total Project Value 1,555 MB.
6. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 (Private Zone)
(Repurchase) Location Kwang Minburi,Khet Minburi, Bangkok Developed by Property Perfect Plc Time to Develop - Product SDH Total Project Value 112MB.
7. Perfect Place Ramkhamhaeng-Suvarnabhumi (Colonial Zone)
(Repurchase) Location Kwang Minburi.,Khet Minburi, Bangkok Developed by Property Perfect Plc Time to Develop - Product SDH Total Project Value 195MB.
8. Perfect Place Rattanathibet Location Thambon Saima, Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2005-2015 Product SDH Total Project Value 4,717 MB.
9. Perfect Place Ratchapruek Phase 1-2 Location Tambon BangrakNoi.,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product SDH Total Project Value 2,567 MB.
10. Perfect Place Ratchapruek Phase 3 Location TambonBangrakNoi,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product SDH Total Project Value 602 MB.
47
11. Perfect Place Rangsit Location Meuang District, PrathumThani Province. Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH
Total Project Value 684 MB.
12. Perfect Place Chaengwattana Location Cheangwattana Rd.,PakkredDistrict, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2013-2016 Product SDH
Total Project Value 1,296 MB.
13.Perfect Place Pattanakarn-Srinakarin Location Pattanakarn Rd.,Khet Pravet, Bangkok Developed by Property Perfect Plc. Time to Develop 2013-2015 Product SDH
Total Project Value 1,109 MB.
14.Perfect Place Exclusive Zone Ratchapruek Location Tambon BangrakNoi,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product SDH
Total Project Value 81 MB.
15.Perfect Place Sukhumvit77-Suvarnabhumi Location Khlong Rachathewa, Bang Phli District, SamutPrakarnProvince. Developed by Estate Perfect Co., Ltd. Time to Develop 2007-2015 Product SDH
Total Project Value 6,354 MB.
16. Perfect Place Chiang Mai Location Tambon San Phi Sue, Muang District, Chiang Mai Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2014-2017 Product SDH
Total Project Value 950 MB.
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ANNUAL REPORT 2014
“Maneerin”/“Perfect Park”Brand17.Perfect Park RamaV-Bangyai Location Tambon Bang Maenang, BangYai District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2006-2017 Product SDH,DH
Total Project Value 6,154 MB.
18.Perfect Park Rangsit Location Muang District ,PrathumThani Province. Developed by Property Perfect Plc. Time to Develop 2010-2015 Product SDH,DH
Total Project Value 684 MB.
19.Perfect Park Suvarnabhumi Phase 1-2 Location Kwang Minburi,Khet Minburi, Bangkok Developed by Estate Perfect Co., Ltd. Time to Develop 2007-2015 Product SDH, DH
Total Project Value 2,314 MB.
20. Perfect Park Bangbuatong Location TambonBangbuathong, Nonthaburi Province. Developed by Residence Number Nine Co., ltd. Time to Develop 2010-2016 Product SDH
Total Project Value 1,553 MB
21.Maneerin Lake&Park Ratchapruek-Tiwanon Location Tambon Bangkoowat.,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2003-2014 Product SDH,DH
Total Project Value 3,093 MB.
49
“The Villa” /”Modi Villa”/”The Metro” Brand22. The Villa Rattanathibet. Location Tamboon Ta-It, Pakkred District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2006-2015 Product TH,DH
Total Project Value 3,648 MB.
23. Modi Villa Pinklao - Outer Ring Location Tambon Salaklang, Bangkruai District Nontaburi Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2012-2016 Product TH,SDH,DH
Total Project Value 1,291 MB.
24. Modi Villa Townhome Ladkrabang Location Tambon Klongluangpang,Muang District Chachoengsao Province. Developed by Residence Number Nine Co., Ltd.. Time to Develop 2012-2016 Product TH
Total Project Value 941 MB.
25. Modi Villa Townhome Bangna Location Bangsaothong District , SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2013-2017 Product TH
Total Project Value 1,017 MB.
26. Modi Villa Bangna Location Bangsaothong District, SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2013-2016 Product SDH,DH
Total Project Value 569 MB.
27.Modi Villa Ladkrabang-Suvarnbhumi Location Tambon Klongluangpang, Muang District, Chachoengsao Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2012-2016 Product SDH,DH
Total Project Value 614 MB.
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ANNUAL REPORT 2014
28. Modi Villa Bangbuathong Location Tambon Bangbuathong, Nonthaburi Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2013-2016 Product TH,SDH,DH
Total Project Value 1,339 MB.
29.The Metro Ramkhamheang-Outer Ring Location Khet Sapansung, Bangkok. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product TH
Total Project Value 52 MB.
30. The Metro Pattanakarn-Srinakarin Location Pattanakarn Rd., Khet Pravet, Bangkok. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product TH
Total Project Value 670 MB.
“Metro Park”/ “Metro Sky” / “The Sky” Brand31. Metro Park Sathorn Phase 1-3 Location Kwang Bangbua, Khet PhasiChareon Bangkok. Developed by Property Perfect Plc. Time to Develop 2005-2014 Product CD
Total Project Value 8,000 MB.
32. The Sky Sukhumvit
Location Sukhumvit Rd.,Khet Bangna, Bangkok Developed by Property Perfect Plc. Time to Develop 2012-2015 Product CD
Total Project Value 3,800 MB.
33. Metro Sky PrachaChuen Location PrachaChuen Rd.,Khet Bang Sue, Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2017 Product CD
Total Project Value 3,500 MB.
51
“Metro Luxe”/ “Bella Costa” Brand34. Metro Luxe Phaholyothin (Metro Sky Phaholyothin) Location Suthisanwinitchai Rd., Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2015 Product CD
Total Project Value 810 MB.
35.Metro Luxe Riverfront (Metro Riverfront) Location Rattanathibet Rd.,Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2016 Product CD
Total Project Value 1,717 MB.
36. Metro Luxe Rama IV Location Rama IV Rd.,Khet KhlongToei, Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2016 Product CD
Total Project Value 1,700 MB.
37. Metro Luxe Ratchada (Metro Sky Ratchada) Location Ratchadapisek Rd., Bangkok. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2014-2016 Product CD
Total Project Value 1,855 MB.
38. Metro Luxe Kaset (Metro Sky Kaset) Location Praditmanutham Rd., Bangkok. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2014-2016 Product CD
Total Project Value 1,600 MB.
39. Bella Costa Location Thambon PaknamPran, Pranburi District , Prachuabkirikhan Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product CD
Total Project Value 1,639 MB.
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ANNUAL REPORT 2014
“iCondo” Brand 40. iCondo Ngamwongwan1
Location DuangManee Rd.,Nonthaburi Province.
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2011-2014
Product CD
Total Project Value 525 MB.
41. iCondo Ngamwongwan2
Location DuangManee Rd.,Nonthaburi Province.
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2012-2015
Product CD
Total Project Value 663 MB.
42. iCondo Sukhaphiban 2
Location Seri Thai Rd., Khet BuengKum, Bangkok
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2011-2015
Product CD
Total Project Value 1,011 MB.
43. iCondo Sukhumvit 105
Location Sukhumvit 105 Rd.(Soi Lasal) ,Bangkok
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2011-2015
Product CD
Total Project Value 2,212 MB.
44. iCondo Sukhumvit103
Location Sukhumvit 103 Rd.(Soi Udomsuk),Bangkok
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2011-2015
Product CD
Total Project Value 1,537 MB.
45. iCondoSalaya
Location Salaya-NakornChaisri Rd.,Thambon Salaya,
Phutthamonthon District ,NakornPrathom
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2012-2015
Product CD
Total Project Value 980 MB.
53
46. iCondo PhetKasem39
Location Petkasem Rd., Bangkok
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2012-2015
Product CD
Total Project Value 581 MB.
47. iCondo Kaset
Location Prasert Manunkit Rd., Bangkok
Developed by Bright Development Bangkok Co., Ltd.
Time to Develop 2012-2015
Product CD
Total Project Value 295 MB.
SDH = Single Detached House
DH = Duplex House
TH = Townhouse
CD = Condominium
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ANNUAL REPORT 2014
Ramindra-Outer Ring RoadExpress Way
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BangwhaBangkae
Khong Bangpai
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Khaerai
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Suvarnabhumi
Bangkapi
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Donmuang
Kukot
Thailand Cultural Centre
Laksi Circle
Rangsit
Hualampong
Ladkabang
Ramkhamhaeng
(Thammasat-Mahachai)
(Bangsue-Talingchan)
(Phayathai-Suvarnabhumi)
(Lamlukka-Samutprakarn)
(Bangsue-Hualampong-Tapra)
(Bangyai-Rajburana)
(Yodsae-Bangwha)
(Talingchan-Minburi)
(Khaerai-Minburi)
(Ladprao-Samrong)
Mass Rapid Transit AuthorityRoute of
1. Perfect Masterpiece Rattanathibet2. Perfect Masterpiece Rangsit3. Perfect Masterpiece Ramkhamhaeng4. Perfect Masterpiece Sukhumvit775. Perfect Place Ramkhamhaeng-Suvarnabhumi 26. Perfect Place Rattanathibet 7. Perfect Place Ratchapruek8. Perfect Place Rangsit9. Perfect Place Chaeng Wattana10. Perfect Place Pattanakarn-Srinakarin 11. Perfect Place Sukhumvit77-Suvarnabhumi12. Perfect Park Rama V-Bangyai 13. Perfect Park Rangsit14. Perfect Park Suvarnabhumi 15. Perfect Park Bangbuatong16. Maneerin Lake&Park Ratchapruek-Tiwanon17. The Villa Rattanathibet18. Modi Villa Townhome Ladkrabang19. Modi Villa Townhome Bangna20. Modi Villa Bangna
21. Modi Villa Pinklao-Outer Ring22. Modi Villa Bangbuatong23. Modi Villa Ladkrabang24. The Metro Ramkhamhaeng25. The Metro Pattanakarn-Srinakarin26. Metro Park Sathorn27. The Sky Sukhumvit28. Metro Sky Pracha Chuen29. Metro Luxe Paholyothin-Sutthisan30. Metro Luxe Riverfront31. Metro Luxe Rama 432. Metro Luxe Rachada33. Metro Luxe Kaset34. iCondo Ngamwongwan 35. iCondo Ngamwongwan 236. iCondo Sukaphiban 237. iCondo Sukhumvit 10538. iCondo Sukhumvit 10339. iCondo Kaset40. iCondo Petchkasem 3941. iCondo Salaya
Talingchan
MAP
55
The company and subsidiaries are developing property projects under a variety of brands, to satisfy various
needs of different target groups and to offer products at a wide price range. The projects are primarily in prime locations in
Bangkok and peripheral provinces, located along mass transit routes and community areas near universities.There are also
projects in high-potential provinces like Prachuab Khiri Khan (Hua Hin) and Chiang Mai The products are classified into two
categories.
Single detached houses, duplex houses and townhouses The company and subsidiaries’ projects cater for
customer demands which vary from location to location. They are priced from Btt1.7-Bt40 million under the following brands
Single detached house and duplex house Existing projects:
Project : Perfect Masterpiece
Price range: 9.0 - 40.0 MB.
Perfect Masterpiece RattanathibetPerfect Masterpiece RangsitPerfect Masterpiece RamkhamhaengPerfect Masterpiece RatchaphruekPerfect Masterpiece Sukhumvit 77
Project : Perfect PlacePrice range: 4.0 - 9.0 MB.
Perfect Place Rattanathibet Perfect Place RatchaphruekPerfect Place RangsitPerfect Place Ramkhamhaeng-Suvarnabhumi 2Perfect Place Sukhumvit 77-SuvarnabhumiPerfect Place Chaeng Wattana Perfect Place Pattanakarn-SrinakarinPerfect Place Chiangmai
Project : Perfect Park (formerly named Maneerin / The Villa)Price range: 2.8 - 5.0 MB
Maneerin Lake & Park Ratchaphruek-TiwamonPerfect Park BangbuathongPerfect Park Rama V- Bang YaiPerfect Park Rangsit Perfect Park Suvarnabhumi The Villa Rattanathibet
Products and Services
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ANNUAL REPORT 2014
Project : Modi VillaPrice range: 2.5 - 5.0 MB.
Modi Villa Pinklao- Outer RingModi Villa Lat Krabang-SuvarnabhumiModi Villa BangnaModi Villa Bangbuathong
Townhouses Existing projects
Project : The MetroPrice range: 3.5 - 5.0 MB
The Metro Ramkhamhaeng-Outer Ring
The Metro Pattanakarn-Srinakarin
Project : Modi villa (Townhome)Price range: 1.7 - 3.5 MB.
Modi Villa (Townhome) Lad krabangModi Villa (Townhome) Bangna
Project : The Villa Price range: 1.7 - 3.0 MB
The Villa Ramkhamhaeng The Villa RamintraThe Villa Bangbuathong
In 2015, the company and subsidiaries plan to launch new projects and expand existing ones. This will cover a total
of 21 single detached house total value of Bt26,500 million. They will cover new locations like Ratchapruek, Rattanathibet,
Cheangwattana, Rangsit, Ramkhamhaeng, Onnuch, Pattanakarn, Romklao, Bangna, Phetkasem and New Chaiyapruek
roads. Expansion into provinces will continue, including through a villa project in Nakhon Ratchsima province
57
2. CondominiumThe company and subsidiaries have launched condominium projects under various brands. They are both low-rise (with no
more than 8 floors) or high-rise (with over 8 floors), in response to target groups’ new generation. The prices range from
Bt1-Bt11 million. The projects are primarily in prime locations in Bangkok and peripheral provinces, located along mass
transit routes and community areas near universities. Details are as follows;
Condominium Existing projects::
Project : The SkyPrice range: 2.8 - 11.0 MB.
The Sky Sukhumvit
Project : Metro Sky Price range: 1.9 - 5.0 MB
Metro Sky Prachachuen
Project : Metro LuxePrice range: 1.6 - 5.4 MB.
Metro Luxe Riverfront Metro Luxe Rama IVMetro Luxe Phaholyouthin (Metro Sky Phaholyothin) Metro Luxe Kaset (Metro Sky Kaset)
Metro Luxe Ratchada (The Sky Ratchada)
Project : The LakePrice range: 1.39 MB. (Start)
The Lake Sathorn
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ANNUAL REPORT 2014
Project : iCondo
Price range: 1.0 - 2.0 MB
iCondo Ngamwongwan1
iCondo Ngamwongwan 2
iCondo Sukhapibarn 2
iCondo Sukhumvit 103
iCondo Sukhumvit 105
iCondo Kaset
iCondo Petchakasem 39
iCondo Salaya
Project : Bella Costa
Price range: 2.95 MB. (Start)
Bella Costa Hua Hin
Project : Uniloft
Monthly rent: 8,900 Bt/Month
Monthly rent: 7,500 Bt/Month
Uniloft Chiang Mai
Uniloft Salaya (Transfer property right to
Uniloft Property Fund)
In 2015, the company and subsidiaries plan to launch 3 condominium projects worth totally Bt3,142 million on potential
locations in the Greater Bangkok and provinces, such as Ngamwongwan, Bangna and Salaya area.
The company and subsidiaries base the investment decision on customer preferences survey in each location, to finalize
target groups, development types and an appropriate price range. All projects are thoroughly reviewed by relevant business
units, also through feasibility studies on the projects which scatter on various potential locations in the Greater Bangkok.
The focus is to create quality, well-designed and environmental-friendly projects, aside from favorable pre- and after-sale
services.
After the transfer, the company and subsidiaries assure customers with a 1-year house warranty starting from the transfer
date. The Perfect Service unit is established to take care of customers who have been delivered their completed units, within
the warranty and off-warranty period. This is to ensure speedy services and guarantee customer satisfaction. Manning the
unit are loyal employees, equipped with service mind and knowledge through training
59
Moreover, the company and subsidiaries put in place community management practices, to cover the provision of recreation
areas, utilities and infrastructure inside the projects until the construction works are finished and transferred to the estate
committee or the juristic body.
3. Land BankThe Company has the policy to buy land plots for the development of projects by the Company and those in the group,
without any intention to speculate on the prices in the short or long term. However, the Company will consider selling land
plots that demonstrate no potential for future development. The Company will also consider selling the plots near existing
projects, which do not support the future development policies of the entire group of business or do not offer commercial
values to outsiders. In selling the plots, aside from the prices which must be reasonable, the Company will also ensure
that the buyers would not turn the plots into property projects which would pose direct competition against the Company’s
projects in the particular areas. Or, the plots should be developed into properties which will boost the value of the group’s
projects located nearby.
4. Rental Dormmitory BusinessThe Company and subsidiaries develop dormitories having the students, lecturers and staff of key universities across the
country as main target. The business offers a great potential due to the increasing size of the target group. Dormitories
under “Uniloft” brand are launched. Differentiating them from other dormitories are the separate zones for male and female
tenants, the entry cards for particular zones, common areas, as well as a complete range of facilities and services
5. Retail BusinessThe Company and subsidiaries draw up a plan to develop shopping malls, office buildings and commercial areas. In the first
phase (1-2 years), a community mall will be developed. This will be followed by a closed shopping mall and office for rent.
The subsidiaries are now developing 3 shopping malls including the community malls on Kalapaphruek Road and one in
Soi Sukhumvit 77. The project on Kalapaphruek Road is expected to complete partially in the fourth quarter of 2014 and
completely in the second quarter of 2015, respectively. The project in Soi Sukhumvit 77 is expected to be completed in
the fourth quarter of 2015. The third project is on Ratchadapisek Road which is expected to start commercial operations
within 2016.
6. Hotel and Resort BusinessThe Company operates a hotel and resort business abroad, owning Kiroro Resort in Akaigawa-mura, Hokkaido, Japan.
The ski resort is located on a 292-rai plot, where two four-star hotel buildings are located. There are 422 hotel rooms, from
22sqm standard rooms to 149sqm suites. The resort’s average occupancy rate in 2013 was 57.4% while the average in the
first nine months of 2014 was 65.2%. Considered one of the best ski resorts in Japan, it boasts the scenery that supports
travel at all seasons. Akaigawa-mura is also well-known as the second most beautiful village in Japan. The resort offers a
complete range of facilities such as function rooms, restaurants and a bar, hot spring, a swimming pool, souvenir shops and
recreational areas. The Company is now reviewing business plans for the resort.
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ANNUAL REPORT 2014
Total revenue structure from sales by product type The company and subsidiaries main sizeable revenue from property development for sale. The products are both
low-rise and high-rise, ranging from single houses, duplex houses, townhouses to low rise and high rise condominiums.
The revenue structure in 2014 and the 3 preceding years are as follows:
Consolidated financial statements2012 (Revised) 2013 2014
MillionBaht % Million
Baht % MillionBaht %
Revenue from sales of land and houses 7,489.5 80.8 6,836.5 60.9 6,275.6 49.1
Revenue from sales of residential
condominium 1,180.6 12.7 2,626.4 23.4 3,667.1 28.7
Revenue from sale of land for development 147.9 1.6 529.5 4.7 1,628.7 12.7
Revenue from hotel operations 275.7 3.0 1,018.4 9.1 844.7 6.6
Other income
Interest income 11.2 0.1 19.2 0.2 26.7 0.2
Revenue from forfeiture of down payment 8.9 0.1 7.0 0.1 13.5 0.1
Income from investment in associate - - - - 77.3 0.6
Gain a bargain purchase 37.0 0.4 - - - -
Others 118.9 1.3 191.7 1.7 251.8 2.0
Total revenue 9,269.7 100.0 11,228.7 100.0 12,785.4 100.0
The financial statements showed that land and house sale generated 80.0%, 60.9% and 49.1% of total revenue in 2012,
2013 and 2014. Condominium business generated 12.7%, 23.4% and 28.7% of revenue, respectively. Proceeds from the
sale of vacant land plots accounted for 1.6%, 4.7% and 12.7%. The hotel business generated Bt275.7 million, Bt1,018.4
million and Bt844.7 million, or 3.0%, 6.5% and 6.6%, respectively. The statements also showed earnings from investment
in associated companies booked before Item: Profit before financial expense and tax, worth Bt27.8 million, Bt59.8 million
and Bt60 million in the years.
61
Land and Houses Sale Revenue Structure by Product TypeHouse and condominium sale revenue from various projects are as follows;
2012 2013 2014
Project MB % MB % MB %
Brand “Perfect Masterpiece”
Maneeya Masterpiece Exclusive Zone - - 8.0 0.1 40.5 0.6
Perfect Masterpiece Ekamai - RamIntra 6.0 0.1 197.2 2.9 - -
Perfect Masterpiece Rattanathibet 285.4 3.8 378.5 5.5 282.9 4.5
Perfect Masterpiece Rama IX 1,125.1 15.0 253.2 3.7 - -
Perfect Masterpiece Rachapruek 249.2 3.3 243.7 3.6 16.4 0.3
Perfect Masterpiece Ramkhamhaeng 452.8 6.0 267.0 3.9 173.4 2.8
Perfect Masterpiece Rangsit 186.8 2.5 131.3 1.9 338.4 5.4
Perfect Masterpiece Sukhumvit 77 - Suvarnabhumi** 186.5 2.5 495.6 7.2 333.5 5.3
Maneerin Masterpiece Rangsit 15.0 0.2 - - - -
Brand “Perfect Place”
Perfect Place Rattanathibet Phase 1 12.9 0.2 6.7 0.1 - -
Perfect Place Rattanathibet Phase 2 532.7 7.1 575.3 8.4 452.5 7.2
Perfect Place Ramkhamhaeng - Suvarnabhumi
(Private Zone) - - 93.1 1.4 12.4 0.2
Perfect Place Ramkhamhaeng - Suvarnabhumi (Colonial) - - 75.0 1.1 67.1 1.1
Perfect Place Ramkhamhaeng - Suvarnabhumi (Exclusive Zone) 51.1 0.7 6.7 0.1 79.6 1.3
Perfect Place Ramkhamhaeng - Suvarnabhumi (Lake Zone) 30.9 0.4 - - - -
Perfect Place Ramkhamhaeng - Suvarnabhumi (2) 280.3 3.7 278.2 4.1 226.7 3.6
Perfect Place Ramkhamhaeng - Suvarnabhumi Phase 2-3 30.4 0.4 - - - -
Perfect Place Lakeside Home Ramkhamhaeng - - - - 9.6 0.2
Perfect Place Ratchapruek Phase 1 619.7 8.3 96.4 1.4 - -
Perfect Place Ratchapruek Phase 2 - - 232.5 3.4 224.7 3.9
Perfect Place Ratchapruek Phase 3 - - - - 82.2 1.3
Perfect Place Ratchapruek (Exclusive Zone) - - - - 52.3 0.8
Perfect Place Rangsit 150.0 2.0 126.5 1.9 112.1 1.8
Perfect Place Chaengwattana - - 76.1 1.1 288.5 4.6
Perfect Place Sukhumvit 77 - Suvarnabhumi** 505.1 6.7 432.0 6.3 345.7 5.5
Perfect Place Pattanakarn - Srinakarin - - - - 297.6 4.7
Perfect Place Chiang Mai*** 17.5 0.3
Maneerin Lake&Park Ratchapruek - Tiwanon 92.3 1.2 105.1 1.5 33.9 0.5
Maneerin Park2 Rangsit - - - - - -
Maneerin Rattanathibet - - - - 4.2 0.1
Perfect Park Ramkhamhaeng - Suvarnabhumi 4.3 0.1 - - - -
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ANNUAL REPORT 2014
2012 2013 2014
Project MB % MB % MB %
Perfect Park Rama V - Bangyai Phase 1-5 538.7 7.2 514.2 7.5 403.8 6.4
Perfect Park Rangsit 102.0 1.4 166.0 2.4 179.9 2.9
Perfect Park Suvarnabhumi Phase 1-2** 373.1 5.0 447.0 6.5 286.3 4.6
Perfect Park Bangbuathong *** 204.7 2.7 281.9 4.1 183.3 2.9
Brand “The Villa” / “The Metro”
The Villa Rattanathibet 321.7 4.3 358.5 5.2 381.9 6.1
The Metro Rama IX 364.0 4.9 - - 5.4 0.1
The Metro Sathorn 57.7 0.8 - - - -
The Metro Ramkhamhaeng - Outer Ring - - 60.7 0.9 128.5 2.0
The Metro Pattanakarn - Srinakarin - - 95.3 1.4 253.3 4.0
The Villa Ramkhamhaeng - Suvarnabhumi** 56.7 0.8 4.7 0.1 4.0 0.1
The Villa RamIntra - Outer Ring** 281.1 3.8 36.8 0.5 3.4 0.1
The Villa Bangbuathong*** 213.5 2.9 140.7 2.1 4.7 0.1
The Villa (Townhome) Ladkrabang - Suvarnabhumi** 23.7 0.3 86.5 1.3 84.6 1.3
Modi Villa Ladkrabang - Suvarnabhumi*** 26.3 0.4 83.8 1.2 91.1 1.5
Modi Villa Pinklao - Outer Ring** 101.9 1.4 214.1 3.1 273.5 4.4
Modi Villa Bangna** - - 7.2 0.1 58.0 0.9
Modi Villa (Townhome) Bangna** - - - - 88.0 1.4
Modi Villa Bangbuathong*** - - 193.1 2.8 334.3 5.3
Other
Maneeya 4 - - - - - -
Nantana Garden 1 - - - - - -
Nantana Garden Teparak - - - - - -
Maneerin Rattanthibet - - - - 4.2 0.1
Bright Shop House Ramkhamhaeng**** 8.0 0.1 26.8 0.4 - -
Villa Shop House Ramkhamhaeng 174** - - 41.2 0.6 - -
Total Revenue from the Sale of land houses 7,489.6 100.0 6,836.5 100.0 6,275.6 100.00
Remark :
** Developed by 100%-owned subsidiary Estate Perfect Co., Ltd .
*** Developed by 100%-owned subsidies Residence Number Nine Co., Ltd.
**** Developed by 100%-owned subsidies Bright Development Bangkok Co., Ltd.
As shown in the balance sheet, sales revenue of Property Perfect in 2012 - 2014 are Bt5,509.0 million, Bt4,345.2 million
and Bt4,167.8 million, respectively. In the same period, subsidiaries’ revenue are Bt1,980.6 million, Bt2,491.4 million and
Bt2,107.8million, respectively.
63
Sale of Condominium Units Revenue Structure by Product Type 2012 2013 2014
Project MB % MB % MB %
Brand “Metro Park / Metro Sky”
Metro Park Sathorn 574.3 48.6 334.7 12.7 369.4 10.1
Metro Sky Ratchada**** 606.3 51.4 3.7 0.1 - -
Brand “iCondo”
iCondo Ngamwongwan 1**** - - 431.4 16.4 79.9 2.2
iCondo Sukhumvit 105**** - - 446.1 17.0 625.3 17.1
iCondo Sukhapiban 2 **** - - 396.1 15.1 514.8 14.0
iCondo Sukhumvit 103**** - - 500.4 19.1 869.7 23.7
iCondo Kaset**** - - - - 290.5 7.9
iCondo Ngamwongwan 2**** - - - - 234.2 6.4
iCondo Petchkasem 39**** - - - - 435.0 11.9
iCondo Salaya**** - - - - 284.4 6.8
Brand “Uniloft”
Uniloft Salaya 5 rai - - 514.0 19.6 - -
Total Revenue from the Sale off Codominium Units 1,180.6 100.0 2,626.4 100.0 3,667.1 100.0
Note:
**** Developed by Bright Development Bangkok Co. ,Ltd, 100% owned by the Company.
Revenue from sales of condominium units presented in the consolidated financial statements came from total revenue
from projects developed by Property Perfect Public Company Limited in 2012 - 2014 are Bt574.3million, Bt.334.7million
and Bt369.4 million, respectively. In the same period, subsidiaries’ revenue are Bt606.3million, Bt2,291.7million and
Bt3,297.7million, respectively.
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ANNUAL REPORT 2014
Marketing and CompetitionMarketing Product Strategies
Design
The Company and subsidiaries’ property development business takes into consideration the consumer
demand and satisfaction survey as well as market competition, to respond each customer group’s preferences
and improve the Company’s competitiveness. The Company and subsidiaries have developed a variety of
products – single detached houses, duplex houses and townhouses – which come up with stunning designs
and functions that fit Thais’ lifestyles and Thailand’s climate. The Company’s architectural team is highly
experiences in this task and has been working closely with leading architectural firms to launch new innovation.
In the past year, the Company and subsidiaries re-launched the well-received Urbanista Collection. The more
modern look allows fresh benefits for the marketing team. Meanwhile, despite the minor change, the collection
maintains the functional designs and usable space, which has made it popular. The collection comes with
two series.
City Life Series to lure target groups of Perfect Park brand
Smart Life Series to lure target groups of Perfect Place brand
The Urbanista Collection is designed to satisfy the new generation’s lifestyle. The natural modern style comes
with functional designs, allowing the flexibility to suit different lifestyles under the “flexible space” concept.
Sky Terrace : The new personal rest area, extended from the bedroom, to enjoy the spacious verandah and
the natural breeze. It can be turned into a coffee corner in the morning or the open reading room.
Dining Room : Designed to face the garden and prevent the spread of food smell to the living room. Connecting
the pantry, it offers convenience in food preparation for small parties.
Window Corner : A bedroom corner facing the open space outside. The spacious verandah extends in two
sides, for perfect recreation.
Walk-in Closet : The special corner inside the bedroom, which can be converted for other activities like
reading or TV watching.
65
The company and subsidiaries’ condominiums are both low-rise (with no more than 8 floors) and high-rise
(with over 8 floors), offered under various brands in line with the project type and target groups. The Company has put emphasis on project layouts, with focus on the usable space of the overall area that
encompasses the central area and room space. The projects must portray a modern and stylish look, reflecting the urban lifestyle.
Quality The Company and subsidiaries construct houses and townhouses through experienced contractors who have
worked with the Company or shown credible track records. The contractors are demanded to follow the Company’s designs, constructing the units with quality materials. The construction is closely monitored to ensure timely delivery. Contractors are also allowed to propose and comment on construction methods. For example, they can choose whether to use the conventional method or the prefabricated or precast system, in delivering quality products with the specified budgets.
However, several construction-related obstacles are foreseeable, such as labor shortage, the increase in construction material prices and shorter delivery period. The Company and subsidiaries have expanded the number of prefab houses. The Tunnel Formwork1 system was adopted to tackle the obstacles. At present, in the projects that adopt the system, the Company ably reduces the construction period from 6-8 months to 4-5 months. The Company also puts emphasis on the quality of construction materials. SCG Building Materials Company Limited is now the major supplier of such materials, to assure buyers of the durability and quality designs. The Company and subsidiaries manage the cost of materials through bulk orders. This increases the Company’s bargaining power and allows the Company to determine the development cost more precisely. The Company and subsidiaries also partner with SCG Building Materials in the construction of houses with the Modular2 system. “SCG HEIM Innovative House” offers beautiful look, safety and value. High technology is involved in all construction stages, aside from high-quality materials and precise quality control. The innovative product is an option to consumers who are interested in innovation. It is now available at premium projects.
Note
1 Tunnel Formwork system allows the casting of tunnel moulds. On the moulds, concrete walls and floors can
be built in one operation.
2 Modular is an innovative precast construction system. The steel structure and materials are designed by a
computer programme, to ensure that the houses can withstand earthquakes, floods and other disasters.
The Company and subsidiaries mainly build and offer complete houses to customers. The houses must be
completed before putting on the market, which allows customers to view the completed units and immediately
move in. The houses can be transferred within a month after the purchase.
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ANNUAL REPORT 2014
Regarding condominium development, the Company and subsidiaries plan to launch more projects. More focus
will be placed on every stage of construction, from the selecting of only established and experienced contractors.
The Company and subsidiaries have a special team to closely work with the contractors. Consultants with experience
in high-rise development are also hired to oversee the construction management, to ensure that the construction
works meet engineering standards and requirements on quality and safety. The consultants will also ensure the
construction is completed on schedule. In the past few years, the Company and subsidiaries have awarded most
construction contracts to Italian-Thai Development Public Company Limited and Saeng Fa Construction Company
Limited which are established and able to deliver standardized services. The construction works will be monitored
by the Company’s engineering and construction management teams, to ensure that standards are maintained.
There is a central team to monitor construction standards plus engineering advisors for all projects. There are
training courses and field trips for the engineering and construction management teams, as well as training for
contractors. Construction manuals that contain quality check stage by stage are handed out to the Company’s
teams and contractors.
Environment Impact Assessment Aside from enticing designs, functions and reasonable prices, the Company pays attention to the project planning,
environmental management, infrastructure system, security system and after-sale services for customers’ maximum
benefits. The Company has also hosted activities for major festivals, where its customers can meet neighbors
and nurture their good relationship. With the focus, the company won EIA Monitoring Award from the Natural
Resources and Environment Ministry for three consecutive years. The three projects received the awards,
- In 2005 - 2007,Perfect Place Rattanathibet, Perfect Place Ramkhamhaeng phase1
- In 2006 - 2008, Perfect Place Ramkhamhaeng phase 2 and 3
- In 2008, the company won the “Outstanding Energy-Saving Estate” award from the Energy Ministry’s
Department of Alternative Energy and Efficiency, from a list of home and project designs that boasted energy-
saving features like designs, fixtures, space planning and management. The company’s products won the
following 10 awards;
3 in the category of small detached houses with below 200 sqm of usable space, for Perfect Place
Rattanathibet and Perfect Place Sukhumvit 77-Suvarnabhumi projects
2 in the category of medium-sized detached houses with 200-300 sqm of usable space for Perfect
Masterpiece Rattanathibet
1 in the category of townhouses with below 120sqm in usable space for The Villa Rattathibet project
1 in the category of townhouses with over 120sqm in usable space for The Metro Rama IX
Award in the category of a small development project with no more than 99 development lots for Maneerin
Park 2 Rangsit project.
Award in the category of a medium development project with 100-299 development lots for Perfect
Masterpiece Ekamai-Ramintra project.
Award in the category of a large development project with 300 development lots or over for Perfect
Place Sukhumvit 77-Suvarnabhumi project.
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In 2012, Perfect Masterpiece Rattanathibet was named the “Best Housing Development” in Thailand Property
Awards 2012, recognized as an excellent housing estate, while Perfect Place Rangsit was awarded a plaque
honoring it as an outstanding private housing project.
In 2014, Perfect Place Chaeng Wattana and Perfect Masterpiece Rangsit were named outstanding energy-saving
projects.
In addition, the company provides public gardens, lakes, large and perfect club houses . The company has teamed
up with business partners to open their shops in the club house areas such as restaurant , Fitness Center, 7-11
Convenience stores and True coffee - Coffee Shop. These facilities differentiate the company’s projects from
others’, creating the friendly ambience to residents who have warmly welcomed the concept.
Pricing The company and subsidiaries has policy to set prices based on the economic condition, market demand and competition
in all of products such as Single Detached house, Duplex house, Townhouse and condominium . These factors are
jointly considered with costs, locations, project types and market conditions when compared with competitors. There
are several guidelines for price setting such as setting higher price than rivals but better designs, and environmental
and convenient facilities.
The company and subsidiaries have offered various project types and prices to serve different demand as follows :
Products in the category are priced from Bt1.7 million to Bt40
million, to meet the purchasing power of various target groups.
Products in the condominium category are priced from Bt1 million to Bt11 million.
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ANNUAL REPORT 2014
The table described residence prices by brand
Pricing (Unit: Million Baht)
Type 1.0 – 2.0 2.0 – 3.0 3.0 – 4.0 4.0 – 5.0 5.0 – 9.0 9.0 up
Single Detached House and
Duplex House
Townhouse
Condomimium
Bt9.0 - 40 Million
Bt4.0 - 9.0 Million
Bt2.8 - 11 Million
Bt3.0 - 8.0 Million
Bt1.9 - 5.0 Million
Bt1.6 - 5.4 Million
Bt3.0 - 5.0 Million
Bt3.5 - 5.0 Million
Bt1.3 - 3.0 Million
Bt1.0 - 1.2 Million
Bt1.0 - 2.0 Million
Bt1.7 - 3.5 Million
Bt2.5 - 5.0 Million
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Place
The projects of the company and subsidiaries are mostly located in high-potential locations, set along the
electric train routes or new roads as.
- In the North and West of Bangkok,
The projects will be located on main roads along the Purple Line route (Bang Sue-Bang Yai) which will be
operated in 2015, Red Line (Bang Sue-Rangsit) and Pink Line (Khaerai-Min Buri), which include Ratchaphruek,
Chaiyaphruek, Rattanathibet, Kanchanapisek, Nonthaburi Bridge -Bang Buathong road and Rangsit-Pathum
Thani roads. These encompass roads linking to important area as Rama 4 Bridge (crossing the Chao Phraya
River) and roads that link Ratchaphruek and Kanchanapisek roads which link area from Chaengwattana
road to Kanchanapisek road and Western Motorway road that link Bangyai-Ban Pong-Karnchanaburi .
Ratchaphruek Road is being expanded from 6 lanes to 10. With proximity to the second-stage expressway
and the new express way -Sri Rath -Outer Ring which aside from shopping centers like Central West Gate
Bang Yai, Central Chaengwattana, Central Rattanathibet, Future Park Rangsit and The Crystal shopping
center.
- In the East,
New projects will be located on main roads along the Airport Rail Link, the Pink Line (Khaerai-Min Buri) which
will be operated in 2017, and Orange Line (Talingchan-Min Buri). Near Suvarnabhumi Airport, the main roads
include Ramkhamhaeng road, Sukhumvit 77 road and Romklao road, promising linkages to the Motor Way
towards Chon Buri and Pattaya in the East and the Eastern outer ring road towards North and South of
Bangkok.
- Urban
City projects are in business areas like near Motor way, Airport Rail Link, BTS and MRT subway as well as
the routes which running and to be opened soon. They are mostly up-scale housing units (Perfect Masterpiece),
3-storey townhouses (The Metro) and condominium (Metro Park, Metro Sky, iCondo)
- Provinces
The Company and subsidiaries first ventured into provincial markets for the first time in this year, focusing
on the provinces that offer high growth potential for residential development. Perfect Place Chiang Mai was
launched in the province, to offer single houses near the city area. A beachfront condominium project, Bella
Costa Huahin, was launched near the scenic Khao Tao mountain.
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ANNUAL REPORT 2014
Promotion
Advertising & PR The Single Detached House, Townhouse and condominium projects of the company and subsidiaries have
applied the integrated communications as newspaper, TV Scoop, radio spot, Billboard, Direct mail etc, in selling
the products. Mass media is exploited for the one-time advertisement to advertise a number of projects to target
customers in lower advertising cost. Complimenting the strategy is the direct marketing, whereby a specific media
is chosen for a particular target group and achieve the objective of Public relation, marketing events and customer
relationship management (CRM) to take care of existing customers. The Perfect Friend Club is launched to thank
existing customers who introduce the projects to their friends, as a means to effectively reach out to target
customers at a low cost. The ratio of units sold under the scheme has been significantly rising, thanks to clients’
recommendations to their friends and relatives.
The company and subsidiaries launched an offensive strategy to market products through online marketing
channels, thanks to the growing usage of technology among today’s customers. The budget for online advertising
has been on the rise. Aside from websites, it is spent on the search engine and web banners to create awareness.
Aside, there is the E-Direct Mail service to reach a particular group of customers. Social network channels are
introduced, covering Facebook, Twitter and Instagram, to promote the organizational image and enhance confidence
in the organization. The mobile media and applications have been adopted, to facilitate access to the company’s
information. The company and subsidiaries also host special marketing activities for customers who accessed
information through the websites. These customers are asked to register online for site visits and registered
customers are awarded a special privilege. This is to promote the interactive communication channel and it has
been warmly welcomed. This also allows effective data collection and follow-ups.
The company and subsidiaries have devised unique promotions for particular groups of target customers with
realization of their different preferences, to speed up their buying decision process. The strategies take into account
economic environment at a certain period. For
example, for customers seeking a complete house,
with help from leading financial institutions, they
are offered with low-interest loans, an extended
borrowing period, and the step installment
program. Through cooperation with leading
furniture makers, the company offers customers
a chance to buy a house with furniture at special
prices, to help them save shopping time and reduce
the need for an interior design. Special furniture
prices also save their money, as loans for furniture
purchase often carry higher interest rate than
mortgage loans.
71
Brand Building Strategies The brand building of the company’ and subsidiaries has been differentiated from competitors’. The Brand DNA
is created under the “Happy Living” concept, to underline the company’s focus in creating the new living standards
for all residing in the Property Perfect projects.
House (Happy with Perfect Quality) Residing in high-quality houses, which are well-designed for maximized functions and pleasant look as well as for energy saving and environmental friendly purposes. Focus is also on standard materials and the thorough quality control of the construction process. The construction works are closely and thoroughly monitored and applied modern technology like the prefabrication which ensures short construction period but standard quarter. A final check before transfers is required.
In 2013, the company and subsidiaries also adopted the ISO9001: 2008 standards, dealing with quality management. The quality management system will be adopted for the low-rise development projects of the company and subsidiaries, to warrant customer satisfaction.
Security (Happy with Peace of Mind) Deriving from maximum security. Through cooperation with Thai Secom Pitakkij Co., Ltd. (SECOM), a leader security system provider in Japan, the trustworthy Home Security system is designed for all projects to cover from the entrance, guard booths and the overall projects’ space to customers’ home.
Living in the environment and society that supports one’s lifestyle is true happiness. The Company promotes activities in housing and condominium projects. The central areas are spacious and fully equipped with facilities. For example, large fitness clubs are available at housing estates, where dwellers can enjoy a swimming pool, aerobic classes, shops and other services. The central areas are also designed for recreational family activities, reducing the need to venture outside the projects.
Near-nature environment is provided, with the larger
central space which offers floral trees and large lakes for cool living amid fresh air. Focus is also on energy-
saving and environmental-friendly materials, reflective green glass and heat-insulating gypsum boards.
Artificial materials have also been introduced to help save the environment, including the laminate floor that
looks like real wood and is equally durable; and aluminum window sills which are both durable and beautiful.
which will lead to the company’ and subsidiaries have sustainable image. The construction works, design
and project planning are thus properly designed, along with emphasis on environment management,
infrastructure and security inside the projects. Activities are also hosted for better relationships among
residents, to create a warm community and happy environment to all residents. Favorable communities spark
words of mouths among residents of the company ’s projects, which is a sustainable way to build brand.
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ANNUAL REPORT 2014
Competition
Like in 2014, developers in 2015 generally tend to direct their energy towards addressing the demand that rises in line
with large infrastructure projects like mass transit routes, expressways and the future regional transport networks. In their
attention are also the urbanization of suburbs and expansion in downtown areas, as the Asean Economic Community will
start. However, political and economic factors still pressure consumer confidence and the residential market. This would
somewhat influences land developers’ business strategies. Most developers are cautious in launching new projects. Their
attention is tilted towards locations that clearly offer growth potential, the release of inventory and the delivery of as many
units as targeted. Financial liquidity will be maintained to cushion against marketing and revenue shocks, which may arise
amid the murky economic condition.
On the product strategy, developers focus on residential development in high-growth locations and locations along
major transport routes. As the purchasing power declines due to the economic instability and higher household debt, most
developers focus more on more affordable products like townhouses and cheap condominiums. Or, they will compete in the
upscale segment, where competition is low and the target group is the least affected. Low-rise development is expected to
least witness negative impacts, as the buyers purchase the units for living. Low-rise projects also benefit from the expansion
of suburban areas, thanks to better transport networks.
Meanwhile, the condominium segment may show a stable growth or even slightly contract after a sharp growth rate in
the past two years as well as the huge number of sold units which will be gradually transferred.
On the marketing front, most developers have delayed spending plans, which cover advertising spending, on the belief
that such would not yield reasonable impacts in this circumstance. The marketing activities are now geared towards all target
groups and adjusted to better cope with the current situation, to maintain or raise their market shares. Online marketing
activities have been enhanced in line with the changing consumer lifestyle.
The developers have been avoiding a price war, to maintain the profit margin against the advance in production cost.
Property prices tend to rise in line with the production cost, once the market recovers. Developers have adjusted unit size,
improved the functions, and cut unnecessary details, to offer the best value for money. This will help boost the purchasing
power of customers for units in their desirable locations. Meanwhile, the adoption of more prefabricated technology has cut
the construction cost and offered development speed, which will improve their ability to address the changes in market
condition. It will also help reduce cost volatility and circumstantial risks, and ultimately strengthen their competitive edge.
Real Estate Industry Overview and OutlookThe Thai economy expanded 0.7% in 2014, when household consumption increased by 0.3% and private
investment declined 2.8%. Export revenue contracted by 0.3% while inflation was at 1.9%. The economic condition
weakened due to internal and external factors as well as political factors. This pressured consumption and public
spending as well as private consumption and investment. In 2015, the Office of National Economic and Social
Development Board forecasts 3.5-4.5% economic growth. Public spending and investment in mega projects are
expected to be the main engine, supported by low inflation. However, the global condition tends to remain volatile,
which will affect exports and tourism while private sector confidence remains fragile in light of high household debt ratio.
73
The residential market in 2014 showed slight contraction from 2013, mostly due to a decline in new condominium
units. Higher land prices and political instability also discouraged the launch of new projects in 2014. Developers also needed
to complete under-construction projects. As such, the number of registered residential units and transfers declined. Developers’
decision to delay new projects and speed up transfers should bring back a balance to the condominium market. If consumer
confidence and purchasing power pick up, the condominium market should enjoy brisk sales. This is supported by the
expansion of the electric train networks as well as the density of downtown areas, ahead of the start of the AEC. Meanwhile,
the low-rise market should gradually recover, allowing developers to release their stocks and launch new projects. The
development will mostly take place along transport networks particularly new electric train routes and the extension parts,
as well as expressways and the new Chao Phraya River bridge. These allow the urbanization in suburban areas, where ones
can find jobs and shopping malls which have become the major reasons in boosting residential demand in the particular
areas. However, a sharp increase in land prices will remain a key challenge for future development, aside from consumer
confidence and purchasing power. High household debt would further dent the purchasing power, while income may be
affected by economic difficulties. This will affect demand and purchasing power. However, the residential market is expected
to show growth soon if the economy expands as expected and developers come up with strategies that address the issue
of purchasing power.
The number of transferred units in Bangkok and peripheral provinces in 2014 contracted 7% from 2013, while the
value dropped by 4%. The number of complete units in the area fell by 1%. The number of low-rise units introduced in the
year increased by 3% from 2013, while condominium units dropped by 22%. The number of all residential units launched
in the year dropped by 13% on average, while the value declined by 11%. This reflects contraction in the market.
The number of transferred residential units in Bangkok and peripheral provinces stood at 170,135 units in 2014,
down by 7% from 2013. The value of transferred units totaled Bt417,412 million, down by 4%. (Source: Government Housing
Bank’s Real Estate Information Center) Of total, low-rise units accounted for 103,447 units, down by 3% from the previous
year. Their combined value of Bt266,369 million also dropped by 3%. Meanwhile, condominium units accounted for 36%
and 34% of the overall transferred residential units and the combined value. In the year, 66,688 condominium units were
transferred, down by 11%. Their combined value was Bt151,043 million, down by 6%
The number of registered residential units in Bangkok and peripheral provinces stood at 131,374 units in 2014,
down by 1% from 2013. Of total, low-rise units accounted for 58,453 units, down by 1% on year, while condominium units
accounted for 72,921 or 56% of total. The number
slightly fell by 2% on year. (Source: Government
Housing Bank’s Real Estate Information Center) This
showed continued deterioration in the residential
market from 2013.
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ANNUAL REPORT 2014
No. of newly-registered units in Greater Bangkok (1996-2014) (By category)1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Single house 44,877 41,305 23,985 17,469 23,128 24,041 24,973 34,592 44,248 46,643 42,764 38,705 34,618 28,998 31,687 31,813 31,745 31,465 34,452
Duplex house 791 1,009 196 178 539 227 80 1,144 945 678 965 1,556 2,296 1,138 1,520 1,462 1,173 2,601 2,862
and shophouse 60,373 43,480 11,895 2,319 2,728 5,062 7,011 12,950 15,418 13,858 17,421 17,837 14,616 11,116 13,767 13,847 13,693 26,792 21,139
Condominium 70,575 62,837 30,978 9,063 6,679 4,650 5,118 7,399 8,439 10,534 18,607 17,432 34,049 53,725 59,919 34,734 78,391 71,440 72,921
Total 176,616 148,631 67,054 29,029 33,074 33,980 37,182 56,085 69,050 71,713 79,757 75,530 85,579 94,977 106,893 81,856 125,002 132,302 131,374
Source: Real Estate Information Center, Government Housing Bank
Graphic 1: No. of registered units in Greater Bangkok during 1996-2014 (by category)
Source: Real Estate Information Center, Government Housing Bank
On the supply side, developers still launched more condominium projects, with focus on the areas where the new mass
transit routes and extended sections will pass. The number of townhouses and twin houses under development also rose,
as it became more difficult to find cheap single houses. Cheap townhouses were introduced to attract buyers who are looking
for single houses. In 2014, 114,046 units were launched, down by 13% from the previous year. Their combined vale also
showed an 11% drop. (Source: Agency for Real Estate Affairs) The number of newly launched units declined mainly because
only 65,298 condominium units were launched, which represented a 22% drop from the previous year. Condominium units
accounted for 57% of all residential units launched in the year. Meanwhile, 13,830 single houses were launched, up slightly
by 8%. A number of 29,815 townhouses and shophouses were launched, showing a 1% decrease.
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
176,
616
148,
631
67,0
54
29,0
29
33,0
74
33,9
80
37,1
82 56,0
85 69,0
50
71,7
13
79,7
57
75,5
30 85,5
79 94,9
77 106,
893
81,8
56
125,
002
Condominium
0
50,000
100,000
150,000
200,000
132,
302
137,
031
75
Newly-launched units in 2013 and 2014
2013 2014 Change %
Single detached house 12,789 13,830 8%
Duplex house 4,437 5,103 15%
Townhouse and Shophouse 30,074 29,815 -1%
Condominium 84,250 65,298 -22%
Total 131,550 114,046 -13%
Source: Agency for Real Estate Affairs
Source: Agency for Real Estate Affairs
The residential demand in 2015 tends to be influenced by real demand, aside from the stimulation from urbanization and transport network expansion. Political instability and unclear economic direction - which dampens consumer Meanwhile, the purchasing power could also be weakened by the more stringent lending criteria, an increase in household debt, and an increase in asking prices in line with the construction cost. confidence - are the key factors to influence sale and revenue. Should the political situation be more stable and the economic recovery gains momentum, consumers should regain confidence. Low-rise development tends to grow on real housing demand, while high-rise development may show a slower growth rate thanks to the sharp expansion in the past two years.
The segment maintains a bright growth prospect, though.
Single DetachedHouse
DuplexHouse
Town Houseand shophouse
Condominium
+1%
+86%
+23%
+35%
20132014
12,720 12,789
2,3804,437
24,390
30,074
62,548
84,250
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ANNUAL REPORT 2014
SECURITIES AND SHAREHOLDERS
1. Common shares
Accounting year 31 Dec. 2012 31 Dec. 2013 31 Dec. 2014
Registered capital
- Value (Bt) 5,961,161,256 5,961,161,256 10,737,610,610
- No. of shares 5,961,161,256 5,961,161,256 10,737,610,610
Registered capital
- Value (Bt) 5,641,047,963 5,782,930,655 5,782,951,655
- No. of shares 5,641,047,963 5,782,930,655 5,782,951,655
- Par value (Bt. /Shares) 1.00 1.00 1.00
As of 31 December 2012, the Company’s registered and paid-up capital rose to Bt5,641,047,963 ( 5,641,047,963 shares at
Bt1 par value). This follows the capital increase of Bt787,730,720 (through the issuance of 787,730,720 at Bt1 par value) as well as
the exercise of warrants (PF-W2) in June and November 2012 worth Bt52,928,322 (for 52,928,322 shares at Bt1 par value) and the
exercise of warrants PF-W3) in September 2012 worth Bt73,932,601 (for 73,932,601 shares at Bt1 par value).The new shares were
registered with the Ministry of Commerce on 29 June 2012, 6 July 2012 and 12 October 2012, respectively.
As of 31 December 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value)
while the paid-up capital totaled Bt5,782,930,655 (5,782,930,655 shares at Bt1 par value).The amount increased due to the
exercise of warrants (PF-W3) into common shares worth Bt141,882,692 (141,882,692 shares at Bt1 par value). The new
shares were registered with the Commerce Minister on 3 April 2013 and 9 July 2013.
On 29 July 2014, shareholders at the 1/2014 extraordinary meeting reached the following resolutions:
1. Reduce the Company’s registered capital from Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value) to
Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value), by cancelling 180,534 shares (worth Bt180,543 at Bt1
par value) reserved for the exercise of expired warrants (PF-W2) issued to creditors in the rehabilitation plan.
2. Increase the registered capital from Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value) to Bt10,737,610,610
(10,737,610,610 shares at Bt1 par value), by issuing 4,776,629,888 shares at Bt1 par value to the shareholders
of Thai Property Plc. and shareholder of Grand Asset Plc. who agree to the Company’s tender offers for their
shares. Some shares are also reserved for the exercise of the Company’s warrants issued in 1/2012 (PF-W3).
Details are as follows:
77
2. Shareholder
Major Shareholder
As of 31 December 2014, the company’s registered capital totaled Bt10,737,610,610 (10,737,610,610 at Bt1 par value) while
the paid-up capital totaled Bt5,782,951,655 (5,782,951,655 shares at Bt1 par value) The first 10 largest shareholders are;
Rank The first 10 largest shareholders No. of shares %
1 ANDAMAN LONGBEACH RESORT COMPANY LIMITED /1 564,426,331 9.76
2 SOMERS (U.K.) LIMITED/2 410,000,000 7.09
3 JAPAN ASIA GROUP LIMITED /3 381,050,475 6.59
4 Natee International Law Office /4 291,494,374 5.04
5 Mrs.Sumalee Ongjarit 214,981,874 3.71
6 Miss Sajee Lipisuntorn 158,400,000 2.74
7 BUALUANG LONG TERM EQUITY FUND 132,967,400 2.30
8 Provident fund of Employee of Electricity Generating Authority of Thailand. 120,275,000 2.08
9 BUALUANG LONG TERM EQUITY FUND 75/25 119,895,600 2.07
10 Pacific Phuket Co., Ltd. /5 117,628,000 2.03
Data from Thailand Securities Depository Co., Ltd.
2.1 Reserve 1,596,592,736 shares at Bt1 par value for the tender offers for Thai Property Plc. as payment to
the company’s shares sold to the Company.
2.2 Reserve 3,161,773,631 shares at Bt1 par value for the tender offer for Grand Asset Plc., as payment to the
company’s shares sold to the Company.
2.3 Reserve 18,263,521 shares at Bt1 par value for the adjustment of 1/2012 warrants (PF-W3) accordingly to the
condition binding the issuers
The new shares were registed with the commerce Ministry on 31 July 2014
As of 31 December 2015, the Company’s registered capital stood at Bt10,737,610,610 (10,737,610,610 shares at Bt1 par
value), with Bt5,782,951,655 (5,782,951,655 at Bt1 par value) being paid-up.
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ANNUAL REPORT 2014
Note
1/ ANDAMAN LONGBEACH RESORT COMPANY LIMITED is 100% owned by Resort Holding Company Limited, There were 3 major
shareholders are; 1) Wahkit Finance Limited own 45% registered in aboard. Property Perfect Public Company Limited was informed by
Andaman Long beach Resort (Andaman)’s management that its indirect major shareholder, Wahkit Finance Limited, has no connection
with Japan Asia Group Limited and/or MJL Intertrade Company Limited and/or Natee International Law Office Limited. 2) Other
shareholders of Resort Holding are Mr. Methee Tanmanatrakul (45%) and 3) Mr. Chaiwat Aswintrangkul (10%). Mr Methee and Mr.
Chaiwat are authorized to sign obligations involving Andaman Long beach resort and Resort Holding co.,Ltd. There is no connection
between Andaman and the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship.
The Company’s directors or executives have no relationship – as directors, executives, shareholders or controlling entities - with
Wahkit Finance Limited, Resort Holding Company Limited and Andaman Long Beach Resort Company Limited.
2/ Hong Kong and Shanghai Banking Corporation Limited, Fund Services Department is the juristic entity owns a similar number of
shares in the Company that Somers (UK) Limited once owned. The Company assumes that Hong Kong and Shanghai Banking, Fund
Services Department and Somers (UK) should be an identical shareholder. The Company was informed by Hong Kong and Shanghai
Banking Corporation (Thailand) that Hong Kong and Shanghai Banking, Fund Services Department, Fund Services Department is
incorporated in the United Kingdom to provide a custodian service. The Company’s executives and/or individuals related to the
Company and/or subsidiaries do not have any relationship with this shareholder. The shareholder did not own shares in the Company’s
subsidiaries or have any relationship with them.
3/ JAPAN ASIA GROUP COMPANY LIMITED emerges as a shareholder, as the creditor in the Rehabilitation Plan converted debts to
equity in line with the Rehabilitation Plan. Japan Asia Group Limited is registered in the British Virgin Islands, a sovereign territory of
the United Kingdom, operating financial services and investment. Under the British Virgin laws, the information of shareholders,
registered capital and operating results of companies incorporated there is available only to authorized director, which in the case of
Japan Asia Group Limited is Star Mark Enterprises Limited. In quest for the information on its shareholders, the company learns that
Japan Asia Group Company Limited’s ultimate shareholder is Mrs. Wai Ching Chung, a resident of Hong Kong, the People’s Republic
of China. There is no connection between Japan Asia Group Limited and the company in terms of major shareholders, directors or
executives. There is no “nominee account” relationship.
79
4/ Natee International Law Office Company Limited emerged as a shareholder, as a lawful representative of a creditor in the Rehabilitation
Plan. Before the plan was terminated (the plan exit), the company was required to issue common shares to creditors entitled to debt
to equity conversion as debt repayment. Then, Lowe’s Partner Investment Company Limited and Glorybye Associates Company
Limited filed petitions to the Central Bankruptcy Court, saying that they own debt claims of a creditor which was entitled for the issued
shares and asking for the court’s judgment. The company thus assigned Natee International Law Office to represent the creditor. The
law office was instructed to place the allocated shares at the Court. The shares would be given to the ultimate representative upon
the Court’s decision on the case. Natee International Law Office provides legal and accounting services.
On 25 October 2005, the Central Bankruptcy Court resolved that Glorybye Associates Company Limited was the lawful representative
and entitled to the shares. The case is under an appeal process and is not yet through. Glorybye Associates Company Limited as
such does not appear as a shareholder of the company as it has not yet received the shares from the Court. Glorybye Associates
Company Limited is registered in Samoa as an investment company, having United Continental Investors Limited as a director and
executive. There is no connection between Glorybye Associates Company Limited and the company in terms of major shareholders,
directors or executives. There is no “nominee account” relationship.
5/ Pacific Phuket Company Limited is 100% owned by Andaman Villa Company Limited. Andaman Villa’s major shareholders are 1) Mrs
Ruedee Noranitipadungkan, 40%, 2) Mrs Napaporn Buraprateep, 40%, and 3) Mr Vichai Jitseree, 20%. Andaman Villa and Pacific
Phuket have Mr Vichai Jitseree and Mrs Ruedee Noranitipadungkan as directors. The Company and the two companies do not have
the same major shareholders, share any director or executive, or are related through a nominee account. The Company’s directors
and executives are not the directors or executives of Andaman Villa or Pacific Phuket or have the controlling power over the two
companies.
3. Other Securities 3.1 Warrants A) Free warrants to right offering subscribers:
Shareholders at the annual meeting on 29 April 2011 approved the issuance of free warrants to existing
shareholders who subscribe for capital-increase shares at the ratio of one warrant to every 2 new shares
subscribed. (Detail is in No.7.1 Common Shares). Detail is as follow;
No. of warrants 393,865,360 units
Maturity 3 years from issue date
Exercise date Last working day of each quarter
Exercise price 1 baht
Exercise ratio 1 : 1 (Warrants per Shares)
Warrants (PF-W3) A number of 393,865,295 warrants are allocated to right-offering subscribers. The warrants
were listed on the Stock Exchange of Thailand on 18 July 2012 and started trading on 1 August 2012. The
warrants were issued on 18 July 2012 and will expire on 18 July 2015.
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ANNUAL REPORT 2014
In March 2013, the company received advance payment worth Bt41,750,492 for the exercise of 41,750,492
warrants (for 41,750,492 shares at Bt1 par value). The new shares worth Bt41,750,492 were registered with
the Commerce Ministry on 3 April 2013.
In June 2013, the company received advance payment worth Bt100,132,200 for the exercise of 100,132,200
warrants (for 100,132,200 shares at Bt1 par value). The new shares worth Bt100,132,200 were registered
with the Commerce Ministry on 9 July 2013. as of 30 June 2013, outstanding warrants totaled 178,050,002 units.
In September 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units.
In December 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units.
In March 2014, no warrant was exercise, leaving the outstanding number at 178,050,002 units.
In June 2014, no warrant was exercise, leaving the outstanding number at 178,050,002 units.
In September 2014, the Company received advance payment for the exercise of 21,000 warrants (for 21,000
shares at Bt1 par value) worth a total of Bt21,000. The outstanding number of warrants stood at 178,029,002 units.
In December 2014, no warrant was exercise, leaving the outstanding number at 178,029,002 units.
Period Warrant exercise (Unit) Outstanding (Unit)
September 2012 73,932,601 319,932,694
December 2012 - 319,932,694
March 2013 41,750,492 278,182,202
June 2013 100,132,200 178,050,002
September 2013 - 178,050,002
December 2013 - 178,050,002
March 2014 - 178,050,002
June 2014 - 178,050,002
September 2014 21,000 178,029,002
December 2014 - 178,029,002
81
3.2 Debentures Details of outstanding debentures as of 31 December 2014 are as follows;
(A) Partially-collateralized debentures # 1/2012, (2)
Specific name : Partially-collateralized debentures of Property Perfect Public Company
Limited #1/2012 (2), maturing in 2015
Type : Unsecured holder-bearing debentures with trustee
No. of debentures : 2,000,000 units
Face value : 1,000 Baht
Issue size : Bt 2,000 million
Offering method : Public offering to the general public and institutional investors
Issue date : 15 March 2012
Maturity : 3 years from issue date
Maturity date : 15 March 2015
Interest rate : 5.35% per annum in 1st-2nd years and 6.25% per annum
in 3nd year (Average 5.65 % per annum )
Interest payment schedule : 15 March, 15 June, 15 September and 15 December of every year
throughout the debentures’ life.
Principal payment : Principal payment maturity date, 15 March 2015
Early redemption : None
Other significant condition : Debt to equity ratio must be maintained at no more than 2:1
Credit rating : “BBB Stable” by Tris Rating Co., Ltd.
Trustee : Bank of Ayudhya Public Company Limited
Registrar : Thanachart Bank Public Company Limited
Secondary Market : Thai Bond Market Association
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ANNUAL REPORT 2014
(B) Partially-collateralized debentures # 2/2012
Specific name : Partially-collateralized debentures of Property Perfect Public Company
Limited #2/2012, maturing in 2015
Type : Partially-collateralized debentures, holder-bearing debentures with
trustee
No. of debentures : 3,000,000 units
Face value : 1,000 Baht
Issue size : Bt 3,000 million
Offering method : Public offering to the general public and institutional investors
Issue date : 9 November 2012
Maturity : 3 years from issue date
Maturity date : 9 November 2015
Interest rate : Fixed 5.45% per annum
Interest payment schedule : 9 February, 9 May, 9 August and 9 November of every year throughout
the debentures’ life.
Principal payment : Principal payment maturity date, 9 November2015
Early redemption : None
Other significant condition : Debt to equity ratio must be maintained at no more than 2:1
Credit rating : “BBB Stable” by Tris Rating Co., Ltd.
Trustee : Bank of Ayudhya Public Company Limited
Registrar : Bank of Ayudhya Public Company Limited
Secondary Market : Thai Bond Market Association
(C) Unsecured Debentures # 1/2013
Specific name : Unsecured debentures of Property Perfect Public Company Limited
#1/2013, maturing in 2015
Type : Holder-bearing, unsubordinated, unsecured debentures with trustee
No. of debentures : 2,000,000 units
Face value : 1,000 Baht
Issue size : Bt.2,000 million
Offering method : Public offering to the general public investors
Issue date : 28 June 2013
Maturity : 2 years from issue date
Maturity date : 28 June 2015
83
Interest rate : Fixed 6.05% per annum
Interest paym ent schedule : 28 March, 28 June, 28 September and 28 December of every year
throughout the debentures’ life.
Principal payment : Principal payment maturity date, 28 June 2015.
Early redemption : None
Other significant condition : Debt to equity ratio must be maintained at no more than 2:1
Credit rating : “BB+/Negative” by Tris Rating Co., Ltd.
Trustee : Bank of Ayudhya Public Company Limited
Registrar : Bank of Ayudhya Public Company Limited
Secondary Market : Thai Bond Market Association
(D) Short-term debentures # 1/2014
Specific name : Short-term debentures of Property Perfect Public Company Limited
#1/2014(4), maturing on 14 September 2015
Type : Short-term unsecured unsubordinated holder-bearing debentures,
without trustee
No. of debentures : 2,000,000 units
Face value : 1,000 Baht
Issue size : Bt 2,000 million
Offering method : Offered to institutional investors and/or big-time investors
Issue date : 18 December 2014
Maturity : 270 Days from issue date
Maturity date : 14 September 2015
Interest rate : Fixed 4.95% per annum
Interest payment schedule : Principal payment maturity date, 14 September 2015
Principal payment : None
Early redemption : Debt to equity ratio must be maintained at no more than 2:1
Other significant condition : “BBB- Stable” by Tris Rating Co., Ltd.
Registrar : Bank of Ayudhya Public Company Limited
84
ANNUAL REPORT 2014
(E) Unsecured Debentures # 1/2014
Specific name : Unsecured debentures of Property Perfect Public Company Limited
#1/2014, maturing in 2016
Type : Holder-bearing, unsubordinated, unsecured debentures with trustee
No. of debentures : 2,200,000 units
Face value : 1,000 Baht
Issue size : Bt.2,200 million
Offering method : Offered to institutional investors and/or big-time investors
Issue date : 1 August 2014
Maturity : 1 year a half from issue date
Maturity date : 1 February 2016
Interest rate : Fixed 5.80% per annum
Principal payment : Principal payment maturity date
Early redemption : None
Other significant condition : Debt to equity ratio must be maintained at no more than 2:1
Credit rating : “BB+” by Tris Rating Co., Ltd.
Trustee : Bank of Ayudhya Public Company Limited
Registrar : Bank of Ayudhya Public Company Limited
(F) Unsecured Debentures # 2/2014
Specific name : Unsecured debentures of Property Perfect Public Company Limited
#2/2014, maturing in 2016
Type : Holder-bearing, unsubordinated, unsecured debentures with trustee
No. of debentures : 2,400,000 units
Face value : 1,000 Baht
Issue size : Bt.2,400 million
Offering method : Offered to institutional investors and/or big-time investors
Issue date : 1 October 2014
Maturity : 2 years from issue date
Maturity date : 1 October 2016
Interest rate : Fixed 5.90% per annum
Principal payment : Principal payment maturity date
Early redemption : None
Other significant condition : Debt to equity ratio must be maintained at no more than 2:1
85
Credit rating : “BB+” by Tris Rating Co., Ltd.
Trustee : Bank of Ayudhya Public Company Limited
Registrar :
The combined value of remaining debentures on 31 December 2014 is Bt13,600 million.
3.3 Bills (bill of exchange and promissory notes) As of 31 December 2014, the Company and subsidiaries own a total to Bt636.2 million through the issuance of
bills of exchange which offer the interest rate of 4.70-4.80% per annum. They will come due within June 2015.
As of 31 December 2014, the Company and subsidiaries own a total to Bt724.4 million through the issuance of
promissory notes which carry the interest rate of 6.50-7.38% per annum or equivalent to the minimum overdraft
rate (MOR). They will come due between March-June 2015. The promissory notes are backed by the pledging
of land and buildings of the Company and subsidiaries. Aside, the Company also guaranteed the promissory notes
of subsidiaries.
4. Dividend policy of the company and subsidiariesThe Board of Directors approved at the 5/2007 meeting a change in the dividend policy, which earlier set the dividend payout
ratio at 50% of after-tax profits as approved by the shareholders meeting. The change followed the alteration in the accounting
measure, which is based on the cost method rather than the equity method. The Company’s dividend payment ratio was changed
to 50% of the non-consolidated net profits after legal reserves. The ratio is also set in accordance with the Company’s financial
status, liquidity, investment plans and other factors related to the operations.
The company’s subsidiaries have dividend payout policy of at least 50% of unconsolidated net profit after deducting
legal reserve. Besides, financial position, liquidity, business expansion and other factors related to the company’s management
are also taken into dividend payment consideration.
86
ANNUAL REPORT 2014
1Dr.Tawatchai Nakhata Age 67
Chairman / Chief Executive Director / Authorized Signatory Directors
Academic Qualifications
Director Accreditation Program (DAP) 52/2006 ; Thai Institute of Directors; IOD
Equity Holding 0.168%
Career experience within the past 5 years
Timing Designation Company / Business Type
1992 - Present Chairman Property Perfect Public Company Limited
2008 - Present Chief Executive Director Property Perfect Public Company Limited
2010 - Present Independent Director Managing Director Khonburi Sugar Public Company Limited
2011 - Present Chairman Property Perfect Public Company Limited
2Mr.Chainid Adhyanasakul Age 60
Chief Executive Officer/ Deputy Chief Executive Director/ Authorized Signatory Directors
Academic Qualifications
Equity Holding 1.542%
Career experience within the past 5 years
Timing Designation Company / Business Type
1985- Present Chief Executive Officer/
Deputy Executive Director
Property Perfect Public Company Limited
2007 - Present Director Bright Development Bangkok Co., Ltd. / Property Development
2007 - Present Director Centrepoint Shopping Mall Co., Ltd. / Property Development
2002 - Present Director Krungthep Land Public Company Limited / Property Development
1999 - Present Director Estate Perfect Company Limited / Property Development
1995 - Oct. 2010 Director Thai Property Public Company Limited / Property Development
(Formerly known as “Rattana Real Estate Public Company Limited”)
MANAGEMENTAND AUTHORIZED PERSON OF THE COMPANY Date 31 December 2014
87
3Mr.Virayuk Puntupetch Age 68
Deputy Chairman / Independent Director / Chairman of Nominating and Remuneration Committee
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2014 - Present Chairman of Nominating Remuneration
and Committee2/
Property Perfect Public Company Limited
May 2010 - Present Deputy Chairman Property Perfect Public Company Limited
May 2010 - June 2014 Chairman of Remuneration
Committee2/
Property Perfect Public Company Limited
2007 - April 2010 Chairman of Audit Committe Property Perfect Public Company Limited
2007 - Present Director / Independent Director Property Perfect Public Company Limited
2006 Retired Government officer The Secretariat of the Prime Minister Office
2005 - 2006 Advisor to the Prime Minister of
Government Officials in Charge
of International Trade Affairs and
Chief of Thai Trade Representative.
The Secretariat of the Prime Minister Office
2004 Advisor to the Prime Minister
of Government Officials
The Secretariat of the Prime Minister Office
2000 - 2004 Inspectors-General Ministry of Finance
2000 - 2004 Director Vayupak Fund
1998 - 2000 Deputy Director Fiscal Policy Office
2000 Director Office of General Administration for 33rd Annual Meeting
of the Board of Governors of Asian Development Bank
1996 - 2000 Deputy Director Office of the Neighboring Countries Economic Development
Cooperation Fund
1994 - 1998 Specialist Expert for Debt Management Fiscal Policy Office
1994 Director Saving & Investment Policy Division, Fiscal Policy Office
1989 Director Capital Market Development Policy Division, Fiscal Policy Office
1986 Director Financial and Financial Institution Policy Division,
Fiscal Policy Office
1979 - 1980 Assistant to Country Executive
Director of SEA Group
World Bank - Washington DC, USA
88
ANNUAL REPORT 2014
4Dr.Somsak Toruksa Age 63
Director / Independent Director / Audit Committee
Academic Qualifications
Thai Institute of Directors(IOD)
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
1998 - Present Director / Independent Director /
Audit Committee
Property Perfect Public Company Limited
1993 - Present Managing Director Somsak Toruksa Law Office Co., Ltd. / Law
2010 - June 2014 Chairman of Nominating Committee2/ Property Perfect Public Company Limited
5Mr.Vidhya Nativivat Age 60
Non Executive Director / Nominating and Remuneration Committee
Academic Qualifications
Equity Holding 1.397%
Career experience within the past 5 years
Timing Designation Company / Business Type
June2014 - Present Nominating and Remuneration Committee2/ Property Perfect Public Company Limited
2004 - Present Non-Executive Property Perfect Public Company Limited
1986 -.Present Managing Director Bunchong and Vidhya Law Office Ltd. / Law
2004 - June 2014 Nominating Committee /
Remuneration Committee2/
Property Perfect Public Company Limited
89
6Dr.Thamnoon Ananthothai Age 57
Director / Independent Director / Audit Committee /Risk Management Committee
Academic Qualifications
Director Certification Program (DCP) 70/2006, The role of the chairman Program (RCP) 14/2006,
Understanding the Fundamental of Financial Statement (UFS) 7/2007; Thai Institute of Directors. (IOD)
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2010 - Present Risk Management Committee Property Perfect Public Company Limited
2005 - Present Director / Independent Director /
Audit Committee
Property Perfect Public Company Limited
2008 - Present Director / Audit Committee Bangkok University / University
2007 - Present Vice Chairman/Chairman of Audit Committee Better World Green Public Company Limited
2007 - Present Deputy Vice Chairman / Chairman of the
Audit Committee
IFS-Capital (Thailand) Public Company Limited
2004 - Present Executive Director Merchant Partners Securities Limited
2001 - Present Executive Board Member / Sub-Committee Clearing House of The Agricultural Futures Exchange of Thailand
2001 - Present Director of The Investment Management
Sub-Committee
The National Social Security Fund.
1997 - Present Director of Economic Sector Sub-Committee The Federation of Thai Industries.
2006 - 2013 Director / Chairman of the Audit Committee Eastern Printing Public Company Limited
2005 - 2011 Director / Audit Committee Ua Withaya Public Company Limited
2002 - 2003 Dean of College of Business Administration Dhurakij Pundit University / University
1998 - 2002 Managing Director/ President & CEO DBS Thai Danu Securities Limited / Securities
7Mr.Phairat Senachack Age 65
Academic Qualifications
Director Accreditation Program (DAP)30/2004; Thai Institute of Directors(IOD)
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2011 - Present Director /Executive Director /
Consultant of Chief Executive Officer
Property Perfect Public Company Limited
1996 - 2010 Director / Executive Director /
Deputy Chief Operating Officer
Property Perfect Public Company Limited
90
ANNUAL REPORT 2014
8Mr.Ooi Boon Aun Age 56
Non-Executive Director / Nominating and Remuneration Committee
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
June2014 - Present Nominating and Remuneration Committee 2/ Property Perfect Public Company Limited
2008 - Present Non-Executive Director Property Perfect Public Company Limited
2007 - Present Financial & Management Consultancy East Asset Alliance Limited.(“EAAL”)
2010 - Present Managing Director QIAN Investment Holding Pte.
2004 - 2006 Managing Director Depfa Investment Bank Ltd, Hong Kong.
1996 - 2006 Honorary Counsel Republic of Cyprus in Special Administrative Regions,
Hong Kong, China.
2003 - 2004 Executive Director The Group Subsidiary of Standard Bank Asia Ltd.
1998 - 2003 Group Vice Chairman and President TCC. Business Group (Thai Beverage Group and Companies)
9Mrs.Nuanual Swasdikula-Na-Ayudhaya Age 65
Director / Independent Director / Chairman of Risk Management Committee
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2009 - Present Director / Independent Director / Chairman
of Risk Management Committee
Property Perfect Public Company Limited
2010 - June 2014 Nominating Committee2/ Property Perfect Public Company Limited
1996 - 2008 Executive Vice President TMB Bank Public Company Limited
1994 - 1996 Senior Manager for Commercial Finance
and Construction Finance
TMB Bank Public Company Limited
1992 - 1994 Commercial Finance Manager TMB Bank Public Company Limited
1991 - 1992 Industrial and Commercial
Finance Manager
TMB Bank Public Company Limited
1990 - 1991 Business Development Manager TMB Bank Public Company Limited
91
10Mr.Krish Follett Age 65
Director / Independent Director / Chairman of Audit Committee
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2010 - Present Director/ Independent Director / Chairman of
Audit Committee
Property Perfect Public Company Limited
2010 - June 2014 Remuneration Committee2/ Property Perfect Public Company Limited
2012 - Present Independent Director / Chairman of Audit Committee
/ Chairman of Risk Management Committee
Thoresen Thai Agencies Public Company Limited
2012- Present Director/ Independent Director/ Audit Committee Sahaphatthana Inter Holding Public Company Limited
2011- Present Director/ Independent Director/ Audit Committee Thanulux Public Company Limited
2011 - Present Director/ Independent Director/ Chairman of
Risk Management Committee
Thai Wacoal Public Company Limited.
2010-2012 Director/ Independent Director/ Chairman of
Audit Committee
Amanah Leasing Public Company Limited
2008 -2009 Assistant Governor, Operation Division Bank of Thailand
2004 - 2008 Senior Director of Internal Audit Department Bank of Thailand
2002 - 2004 Senior Director of Audit 1 Dept. for Finance
Control 1 Division
Bank of Thailand
2000 - 2002 Director of Reorganization Department Bank of Thailand
1998 - 2000 Director of Operation Division, Northeastern
Region Office
Bank of Thailand
1996 - 1998 Assistant Director of Electronics Financial
Transactions Center
Bank of Thailand
1995 - 1996 Assistant Director of Northern Region Office Establish Unit Bank of Thailand
1992- 1995 Director of Capital Market Audit Division Security and Exchange Commission
1991- 1992 Chief of Special Department in Financial
Institution Supervision in Practice
Bank of Thailand
92
ANNUAL REPORT 2014
11Ms.Sirirat Wongwattana Age 53
Director / Executive Director / Act for Chief Supporting Officer / Deputy Chief Supporting Officer /Authorized signatory directors
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2014 - Present Director/ Executive Director& Secretary of
Executive / Chief Financial Officer / Act for Chief
Supporting Officer
Property Perfect Public Company Limited
2011 - 2014 Director/ Executive Director& Secretary of
Executive / Act for Chief Supporting Officer /
Deputy Chief Supporting Officer
Property Perfect Public Company Limited
2008 - 2010 Director/ Executive Director& Secretary of
Executive / Assistant Chief Business
Development Officer
Property Perfect Public Company Limited
2003 - 2007 Director of Investor Relation & Information
System Division
Property Perfect Public Company Limited
2000 - 2003 Head of Research BFIT Securities Limited / Securities
1999 - 2000 Sub- Marketing Director BOA Asset Management company limited /
Securities
1998-1999 Asst. Director of Provident Fund Dept. Bank of Asia Public Company Limited / Securities
12Mr.Pramote Rermyindee Age 61
Company Secretary
Academic Qualifications
Director Accreditation Program (DAP) 43/2005 Finance for Non-Finance Director; Thai Institute of Directors.(IOD)
Equity Holding 1.492%
Career experience within the past 5 years
Timing Designation Company / Business Type
1998 - Present Company Secretary Property Perfect Public Company Limited
1992 - Present Partner Manager Ordinary Partnership, Thammathit Law Office / Law
1994 - 1997 Executive Director Sapthamrong Securities Limited / Financial Institution
1993 Executive Director Sri Nakorn Credit Foncier Limited / Financial Institution
93
13Ms.Supee Reodacha Age 55
Executive Director / Act for Chief Financial Officer / Deputy Chief Financial Officer
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2011 - 2015 Executive Director / Act for Chief Financial Officer/
Deputy Chief Financial Officer
Property Perfect Public Company Limited
2008 - 2010 Asst. Chief Financial Officer Property Perfect Public Company Limited
2002 - 2008 Executive Director / Finance & Treasury Director Property Perfect Public Company Limited
14Mr.Wicharn Siriwetwarawut Age 54
Executive Director / Act for Chief Operating Officer 1 / Deputy Chief Operating Officer 1
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2014 - Present Executive Director / Chief Operating Officer 1
Asst. Chief Operating Officer
Property Perfect Public Company Limited
2011 - 2014 Executive Director / Act for Chief Operating
Officer 1 / Deputy Chief Operating Officer 1
Property Perfect Public Company Limited
2003 - 2010 Asst. Chief Operating Officer Property Perfect Public Company Limited
1995 - 2003 Managing Director Baanpan Engineering & Holding Co., Ltd.
2014 - Present Managing Director Estate Perfect Co., Ltd.
2014 - Present Managing Director Residence Number Nine Co., Ltd.
2014 - Present Managing Director Perfect Prefab Co., Ltd.
94
ANNUAL REPORT 2014
15Mr.Pornswat Katechulasriroj Age 48
Executive Director / Act for Chief Operating Officer 2 / Deputy Chief Operating Officer 2
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2014 - Present Executive Director / Chief Operating Officer 2 Property Perfect Public Company Limited
2010 - 2014 Executive Director / Act for Chief Operating Officer
2/ Deputy Chief Operating Officer 2
Property Perfect Public Company Limited
2014 - Present Managing Director/ Chief Operating Officer 2 Bright Development Co., Ltd.
2010 - 2014 Director / Act for Chief Operating Officer 2
Deputy Chief Business Development Officer2
Bright Development Co., Ltd.
2011 - Present Director / Act for Chief Operating Officer 2/ Estate Perfect Co., Ltd.
2009 -2010 Deputy Chief Operating Officer 2 Estate Perfect Co., Ltd.
2008 - 2009 Director / Asst. Chief Operating Officer 2
Director of Research and Business Development
Property Perfect Public Company Limited
2014 - Present Supervision U&I Construction Bangkok Co., Ltd.
16Mr.Wongsakorn Prasitvipat Age 54
Executive Director / Act for Chief Business Development Officer / Deputy Chief Business Development Officer
Academic Qualifications
Equity Holding 0.000%
Career experience within the past 5 years
Timing Designation Company / Business Type
2014 - Present Executive Director / Chief Business Development Officer Property Perfect Public Company Limited
2011- Present Executive Director / Act for Chief Business Development
Officer / Deputy Chief Business Development Officer
Property Perfect Public Company Limited
2008 - 2010 Asst. Chief Operating Officer Property Perfect Public Company Limited
1993 - 2007 Director of Design & Project Development Division Property Perfect Public Company Limited
2014 - Present Managing Director Chiang Mai Development Co., Ltd.
95
17Mr.Surasak Vacharapongpreecha Age 51
Asst. Chief Financial Officer
Academic Qualifications
Equity Holding 0.082%
Career experience within the past 5 years
Timing Designation Company / Business Type
2014 - Present Deputy Chief Financial Officer Property Perfect Public Company Limited
2010 - 2014 Asst. Chief Financial Officer Property Perfect Public Company Limited
2013- 2014 Company Director Bright Development Co., Ltd.
2005 - 2009 Accounting Division Deputy Director Property Perfect Public Company Limited
18Prof.Dr.Suchatvee Suwansawat 1/ Age 42
Director / Executive Director
Academic Qualifications
Equity Holding 0.082%
Career experience within the past 5 years
Timing Designation Company / Business Type
Present Director / Executive Director Property Perfect Public Company Limited
Present Dean of College of Engineering King Mongkut’s Institute of Technology Ladkrabang
Present President of the Association of Engineering
Institute of Thailand (EIT)
The Association of Engineering Institute of
Thailand (EIT)
2011- Present Director of Board of Investment of Thailand Board of Investment of Thailand
2012 - 2013 President of National Housing Authority National Housing Authority
2010 - 2011 Director SRT Electrified Train Co., Ltd. (Airport Rail Link)
2009 - 2010 Chairman of the Airport Rail Link monitoring
committee Note :1/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof. Dr. Suchatvee Suwansawat as an independent director, replacing Mr. Anuwat
Maytheewibulwut. Mr. Anuwat submitted his resignation on 15 February 2014.2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and the Remuneration Committee into a
one committee, the Nomination and Remuneration Committee, effective on 17 June 2014.
96
ANNUAL REPORT 2014
Details of directors, executive directors and directors of Property Perfect Plc., subsidiary company and affiliates as of 31 December 2014.
Name
Company Subsidiary Company Associated Company
PF EP BD R9 CD WRCenterPoint RM P-PREFAB PSC PPI KRH KA KLAND1/
1. Dr.Tawatchai Nakhata X, XXX X / / /
2. Mr.Virayuk Puntupetch *, XX
3. Mr.Chainid Adhyanasakul /, //, /// / / / / / /
4. Mr.Phairat Senachack /, //, /// /
5.Dr.Somsak Torukraksa *, /
6.Dr.Thamnoon Ananthothai *, /
7. Mr.Vidhya Nativivat /
8. Ms.Sirirat Wongwattana /, //, ///
9. Mr.Ooi Boon Aun *, /
10. Mrs.Nuanual Swasdikula-Na-Ayudhaya *, /
11. Mr.Krish Follett *, /
12. Mr.Pramote Rermyindee @ / / /
13. Ms.Supee Reodecha //, /// /
14. Mr.Wicharn Siriwetwarawut //, /// / /
15. Mr.Pornswat Katechulasriroj //, /// / /
16. Mr.Wongsakorn Prasitvipat //, /// / /
17. Mr.Surasak Vacharapongpreecha ///
18. Prof.Dr.Suchatvee Suwansawat 2/ *, /
Note : 1/ The Board of Directors at the meeting on 6 November 2014 resolved to sell all shares in Krungthep Land to Golden Land Property Development.
The decision requires the approval of Golden Land’s shareholders at the meeting on 9 December 2014.
2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof.Dr.Suchatvee Suwansawat as a director and independent
director, replacing Mr. Anuwat Maytheewibulwut who resigned on 15 February 2014.
PF = Property Perfect Public Company Limited EP = Estate Perfect Company Limited.
BD = Bright Development Bangkok Company Limited R9 = Residence Number Nine Co., Ltd.
CD = Chiang Mail Development Co., Ltd. WR = We Retail Public Company Limited.
Center Point = Centre point Shopping Mall Company Limited RM = Ramintra Mall Co., Ltd
P-PREFAB = Perfect Prefab Co., Ltd. PSC = Perfect Sport Club Co., Ltd.
PPI = Property Perfect International Pte.Ltd. KRH = Kiroro Resort Holding Co., Ltd.
KA = Kabushiki Kaisha Kiroro Associates Co., Ltd.
x = Chairman xx = Deputy Chairman
xxx = Chief Executive Director * = Independent Director
/ = Director // = Executive Director
/// = Executive @ = Company Secretary
DETAILS OF POSITIONS
Company ‘s name
97
1. Financial Benefits The company has in place a committee to consider remunerations. The committee is responsible for drafting the policy
and criteria for the remuneration of chief executive officer, directors, and the company’s advisors. It also takes charge in
setting the annual pay increase and interim salary adjustment, as well as other benefits to reward the contribution from
executives and employees. Under its responsibility is also the regulations on employment, code of conduct and appropriate
and fair punishment clauses.
A.) Director remuneration Meeting allowances and director fees paid out by the company in 2014 as follows:
Name Position
Executives’ remuneration (Million Baht)
Meeting allowances in 2014Di
rect
or
Audi
t dire
ctor
Rem
uner
atio
n di
rect
or1/
Nom
inat
ion
Dire
ctor
1/
Nom
inat
ion
and
Rem
uner
atio
n di
rect
or1/
Risk
Man
agem
ent
Dire
ctor
Dr.Tawatchai Nakata Chairman / Chief Executive Director 0.70 - - - - -
Mr.Virayuk Puntupetch * Deputy Chairman / Chairman of
Nomination and Remuneration
Committee
0.49 - 0.05 - - -
Mr.Chainid Adhyanasakul Director / Deputy Chief Executive
Director and Chief Executive Officer
0.35 - - - - -
Dr.Somsak Toruksa * Director / Audit Committee 0.30 0.24 - 0.10 - -
Dr.Thamnoon Ananthothai * Director / Audit Committee /
Risk Management Committee
0.20 0.18 - - - 0.24
Mr.Phairat Senachak Director / Executive Director 0.35 - - - - -
Mr.Vidhya Nativivat Director / Nomination and
Remuneration Committee
0.35 - 0.03 0.06 - -
Ms.Sirirat Wongwattana Director / Executive Director 0.35 - - - - -
Mr.Ooi Boon Aun Director / Nomination and
Remuneration Committee
0.30 - - - - -
Mrs.Nuanual Swasdikula-Na
-Ayudhaya *
Director/ Chairman of
Risk Management Committee
0.35 - - 0.06 - 0.40
EXECUTIVES’ REMUNERATION
98
ANNUAL REPORT 2014
Name Position
Executives’ remuneration (Million Baht)
Meeting allowances in 2014
Dire
ctor
Audi
t dire
ctor
Rem
uner
atio
n di
rect
or1/
Nom
inat
ion
Dire
ctor
1/
Nom
inat
ion
and
Rem
uner
atio
n di
rect
or1/
Risk
Man
agem
ent
Dire
ctor
Mr.Krish Follett * Director/ Chairman of Audit Committee 0.35 0.40 0.03 - - -
Prof.Dr.Suchatvee Suwansawat 2/ * Director 0.10 - - - - -
Mr.Boonliam Luangnakthongdee Risk Management Committee - - - - - 0.24
Mr.Chirdsak Kukiattinun Risk Management Committee - - - - - 0.24
Total 4.19 0.82 0.11 0.22 - 1.12
Note ( Some directors, aside from meeting allowance, are receiving salaries as executives and members of the Executive Board)
* Director
1/ The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and the
Remuneration Committee into a one committee, the Nomination and Remuneration Committee, effective on 17 June 2014.
2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof. Dr. Suchatvee Suwansawat as an independent director,
replacing Mr. Anuwat Maytheewibulwut. Mr. Anuwat submitted his resignation on 15 February 2014 due to other obligations that
prevented him from maintaining the directorship.
B.) Directors and Executives’ Remuneration in 2014 In 2014, the company’s remuneration for 10 Executive Directors and executives, consisting of salary and bonus, totaled
Bt47.22million and Bt.9.20 million, respectively.
Note: *To conform with the past disclosure of financial remuneration of executives, the word “executives” include
accounting or finance managers.
2. Other payments to directors -None-
Other payments to executives
Consisting of welfare, social security fund, and contribution to the provident fund paid by the company and employees
at the rate of 3-10% of salary. In 2014, The remunerations for 10 Executive Directors and executives paid by the
company total Bt. 0.14 million and Bt.4.42 million, respectively.
99
Corporate Governance Policy The Board of Directors recognized the value of good corporate governance, in enhancing transparency, the company’s
competitiveness, trust from shareholders, investors and other stakeholders, and the long-term business merits. Stakeholders and
society’s benefits were taken into account. The company has applied the governance guidelines of the Securities and Exchange
Commission and the Stock Exchange of Thailand, which are in line with the OECD Principles of Corporate Governance, in the
following elements.
Section 1: Shareholders’ rightsThe Board of Directors emphasized shareholders’ rights and ensured equitable treatment to all, as prescribed in the
company’s rules and regulations and relevant laws. Shareholders hold the rights to attend annual meetings, the rights to
appoint their proxy to vote at the meetings, the rights to vote on the appointment or removal of individual directors, the rights
to cast votes in significant matters, the rights to dividend, the rights to raise opinions and questions at the meetings, and
the rights to sufficient and timely information.
The Board sets the annual shareholder meeting (AGM) once a year, within 4 months after the end of each accounting year.
If necessary, an extraordinary shareholder meeting will be called where shareholders can vote on issues which could affect their
interests, or legal issues which need shareholders’ approval.
In organizing the AGM, the Board puts forward the shareholders’ rights. Invitation containing agenda in details and the
Board’s opinions was dispatched at least 15 days prior to the meeting date, with the proxy form, the list of independent directors
and proxy advice. With timely information, shareholders can make decisions prior to the meeting date or could appoint independent
directors as their proxy. The AGM was published in daily newspapers for at least 3 consecutive days and at least 3 days ahead
of the meeting. The meeting details and agenda were also posted on the company’s website 30 days before the meeting, so that
shareholders or investors can submit their questions in advance.
During the meeting, the Board facilitates shareholders’ attendance and voting, and refrains from any actions which will limit
their attendance. All shareholders are given full freedom to raise their questions and opinions.
CORPORATE GOVERNANCE
100
ANNUAL REPORT 2014
Section 2: Equitable Treatment to ShareholdersThe company values equitable shareholder treatment. Shareholders’ rights are covered in the corporate governance
policy and all are treated in a fair manner through these measures:
relevant laws. Shareholders are given fair chance to raise opinions and questions, with sufficient time allocation.
auditor’s appointment, auditor fee and other agenda as described in the meeting invitation.
shareholders have sufficient time in reviewing details of each agenda.
who will cast votes on behalf of them. The company’s proxy form is designed to allow shareholders to state their
voting opinions.
votes, questions, explanations and opinions raised.
well as the holdings of spouses and under-aged children. They must report on any change in the shareholdings, after
acquisition, disposal or transfer, to the Securities and Exchange Commission under the Securities and Exchange Act
BE2535’s Article 59, within 3 days after the acquisition, disposal or transfer.
transactions, with full compliance with the Stock Exchange of Thailand’s regulations on connected transactions,
for the equitable benefits of shareholders. Moreover, the Audit Committee also thoroughly screened connected
transactions and transactions with possible conflict of interest, before submission to the Board, as required by the SET.
101
Section 3: Stakeholders’ rights The company realizes the significance of all stakeholders - shareholders, employees, customers, competitors,
creditors (suppliers and contractors), relevant government agencies, society and environment. The policies are
geared towards fairness to all groups of stakeholders as follow:
Shareholders The company is concerned about transparency in important information disclosure to all shareholders accurately,
completely and timely through channels including the SET’s electronic media, the company’s website, announcement
in newspapers, press releases and written notices.
Employees The company, through the Remuneration Committee, provides the appropriate pay structure for employees, as well as the
systematic promotion process for fairness to all. A manual is issued to all employees, notifying them all of eligible welfares. The
provident fund is in place for all employees.
Customers The company has determined to not only quality construction but also code of conducts by taking care and responsible
for customers, offering quality and standard services, and solving customer complaints or providing advices as the earliest.
Competitors The company has adhered to good competition rules and avoided dishonest practices to destroy competitors.
Creditors Product distributors The company has a clear period for placing invoice and check payment after handing over/inspecting
works, informs contractors before they are hired and proceed payment to be in line with regulations strictly to ensure
confidence of creditors.
Contractors The company has a criteria for contractor selection to have efficient contractors and offer them equal
opportunity. The company has set fair price as the reference. Even though prices of some items are greater than agreed
prices, the company can maintain the average price on par with the market price. Occasionally, the company has taken
degree of difficulty of working condition into account for pricing and authorised each hiring sub-committee to consider
the matter properly based on objectives and success in transparent procurement. To ensure contractors’ confidence
and let them growth along with the company, the company has stated the clear construction progress and fair construction
payment installment, inspection, and invoice placing in agreements with contractors for equal treatment, and set payment
period in compliance with the company’s regulations.
102
ANNUAL REPORT 2014
Section 4: Information Disclosure and Transparency
The Board puts emphasis on information disclosure and transparency, with sufficient information released to all
stakeholders and measures to ensure the disclosure of accurate, complete and credible information in a timely manner for
equal access.
Key financial information is sufficiently disclosed in the financial statements, in line with the regulations. They are
disclosed via the SET system and the company’s website. The financial statements are reviewed/audited, with unconditional
opinions from the auditor and the Board’s approval before the release to shareholders. The Board also expresses its
responsibility for the financial statements in the annual report.
The company discloses significant financial and non-financial information through the SET system and the company’s
website, for accurate, complete, equitable, fair, transparent and timely dissemination to the general public. The Investors
Relations and Information Technology Unit is in charge of the dissemination and communicate with local and foreign
shareholders, investors, stock analysts accurately, equitably and timely. Investors can contact the Investor Relations Unit
for the company’s information at Tel: 0-2247-7500, Fax: 0-2247-7399, e-mail: [email protected], or www.pf.co.th/ir.
The Board discloses its role and scope of responsibility as well as those of sub-committees, as well as the number of
meetings each director attended under item “Management”. Remuneration of the directors and top executives are shown
in item “Directors’ Remuneration”.
The company has pursued the Stock Exchange of Thailand’s rules and regulations governing connected transactions or
acquisition and disposal of assets of listed companies, whichever is the case. Besides the company has set policies and guidelines
to prohibit executives and related persons from using inside information for their own interests.
The company has regarded an importance of efficient internal control system for both executives and operational levels.
Practices of operational staff and executives are determined and clearly written. The company has set up an internal audit
office to exclusively take responsible for efficient operational examination. The internal audit reports the result directly to the
Audit Committee.
103
5. Board of Director’s Responsibility Board of directors’ structure The company requires independent directors account for at least one third of all directors, or at least 3. At present, the
company’s board of directors consists of 12 experienced, knowledgeable and capable directors as follows:
- Executive Director 4 persons
- Non-executive director 1 persons
- Independent Director 7 persons
The chairman does not serve as the CEO, to segregate their supervisory and executive roles. All directors possess full
independence in giving opinions.
Much emphasis is placed on the opinions of the independent directors. In any issue that draws any suggestions or
disagreement from independent directors will be reviewed for transparency.
The Board abides by the minimum requirements of the SEC and SET in formulating independent directors criteria.
1. They must hold no more than 1% of all voting shares in the company, subsidiaries, affiliates, or in the companies
which are major shareholders or have controlling power over the company. The shareholding includes that of those
related to the particular independent director.
2. They must not have been or are not involved in the management, or employees, wage earners, or advisors on
the payroll, or controlling persons of the company, its subsidiaries, affiliates, or equivalent companies, or juristic
persons now and at least 2 years before their appointment as independent directors. Former civil servants for
advisors of government agencies which are major shareholders or controlling persons are not included.
3. They are not related by blood or registration as parents, spouses, siblings, or children, spouses of any of the children
to members of the management, major shareholders, those exercising control, or those about to be nominated as
members of the management or controlling entities over the company or subsidiaries.
4. Have absolutely no vested interests in the company, its subsidiaries, affiliates, or major shareholders or controlling
entities of the company, which could obstruct their independent judgment. They are not either a significant
shareholder or a controlling shareholder who has business relationship with the company, subsidiaries, affiliates
now and at least 2 years before their appointment.
5. They do not serve as the auditor of the company, subsidiaries, affiliates, the parent company, or controlling entities,
or a significant shareholder (with over 10 per cent of voting shares including connected persons’) of the company,
controlling entities, or a partner of the audit firm of which auditors perform their jobs on the company, subsidiaries,
affiliates, the parent companies or controlling entities at least 2 years before their appointment
104
ANNUAL REPORT 2014
6. They do not serve as a professional service provider, including legal or financial services of which fees more than Baht2
million per year are levied on the company, subsidiaries, affiliates, the parent company, or controlling entities, or a significant,
controlling shareholder or a partner of the professional service provider at least 2 years before their appointment.
7. They are not appointed to represent the directors of the company, major shareholders, or shareholders who are
related to major shareholders.
8. They do not operate a company with the similar nature to and significant competition with the company, subsidiaries
or affiliates, or hold a significant ownership in a partnership or act as a director with management power, employees,
wage earners and advisor on payroll, or hold over 1% of voting shares of other companies which operate in the
same industry or present significant competition against the company or subsidiaries.
9. Have no other characteristics that could bar the expression of their free views on the company’s operations.
The company’s management structure consists of the Board of Directors, four sub-committees reporting to the Board
of Directors - the Audit Committee, the Nomination Committee, and the Remuneration Committee, the Risk Management
Committee and the executive committee. (Details of the Board of Directors and the sub-committees, concerning names
and responsibilities, are shown in “Management Structure”)
Responsibilities of the Board of Directors The Board consists of knowledgeable, capable, skilled and experienced persons who realize their roles and responsibilities,
which resulted in efficient operations. The Board takes part in formulating the vision, mission, strategies, goals, business
plans and resource allocation, to ensure the management’s efficient and effective implementation.
The Board values good corporate governance, to enhance transparency and the company’s competitiveness. To instill
trust among shareholders, investors and all stakeholders, there is the written corporate governance policy which is
reviewed once a year to fit the environment, business direction and international standards. The Code of Conduct is
in place so that employees perform in accordance with the corporate governance policy.
To prevent conflicts of interest or connected transactions, the Board assigned sub-committees with clear segregation
of roles. There are policies, code of practices and the procedure to approve transactions which might carry conflict of
interest, as guidelines to executives, employees and relevant parties. Such cover the criteria in endorsing connected
transactions, the use of inside information and information disclosure. The Board also demands the management to
regularly assess business risks and formulate risk preventing and mitigation measures, and report them to the Board.
These include the risks that may affect the company’s performance, as specified in item “Risk Factors”.
105
Board Meetings The Board holds quarterly meetings, aside from extra meetings as necessary, with clear and prepared agenda, to review
the quarterly results as well as monitor progress. The chairman and CEO will jointly review the issues, before brining
them up to the Board’s meetings. Each director is allowed to propose their own agenda.
In each meeting, the chairman allocates sufficient and ample time for discussion. Meeting minutes are written and the
minutes, approved by the Board, are stored for inspection by the Board and relevant parties. The minutes of the board
of directors and sub-committees in 2009 are in “Management” Section.
Board of Directors’ self assessment Executive directors conduct a quarterly evaluation to assess performance in part of their responsibility and the performance
evaluation is presented to the company’s Board of Directors to compare with performance in the past.
Remuneration The company has appointed the Remuneration and Human Resource Committee to consider remuneration principles and policies
for Chief Executive Officer, directors and advisors and determine bonus, salary adjustment annually and during the year, and
other benefits to staff in each level. Remuneration determination is based on experience, duty and scope of responsibility, and
compare with other companies in the same industry (see details in heading remuneration of directors and management).
Directors and Management improvement The company is concerned about the importance of Directors and Management improvement for management succession
in the future.The company is aware of the importance of human resources in management level by organizing training
“Real Estate Business Management”, contents of which include real estate knowledge, law, finance, accounting and
good corporate governance to prepare the company’s high-level executives for being directors in the future. For the
company’s directors, they participated in trainings held by Thai Institute of Directors and aimed to develop and support
directors to take practices of good corporate governance in organization.
106
ANNUAL REPORT 2014
1.Tr
ansa
ctio
ns o
f the
com
pany
with
sub
sidi
arie
Lega
l Ent
ity /
Rela
tions
hip
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Subs
idiary
Estate P
erfect C
ompa
ny L
imite
d (E
P)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
exec
utive
s (M
r.Wich
arn
Siriw
etwa
rawu
t, Ms.S
irirat W
ongw
attana
)
are dire
ctors.
- Th
e co
mpa
ny’s
employ
ees (M
r.Was
on
S
rira
ttan
apon
g an
d M
r.Kritp
as
P
ongp
akaw
at) a
re d
irector
s.
Note:
*Sale
Road
spa
ce in
the
Compa
ny’s
projec
ts.
Loan
sLo
anTh
e Com
pany
loa
ned
to E
P, w
holly
-owne
d su
bsidiary
, fo
r land
purcha
se, pr
ojec
t de
velopm
ent an
d wor
king
cap
ital,
char
ging
the
intere
st of 2
5-1.50
bas
is po
ints abo
ve th
e Co
mpa
ny’s
aver
age fin
ancial
cost.
Audit C
ommittee
’s co
mmen
t
Nece
ssary f
inanc
ial ass
istan
ce to
a su
bsidi
ary. The
interest ch
arge
, 25-
150
basis
poin
ts p
er a
nnum
abo
ve th
e Co
mpa
ny’s
averag
e fin
ancia
l cos
t, is
reas
onab
le.
1 Ja
n41
0.27
1,10
1.58
945.98
Extra
155.00
235.00
630.00
(repa
ymen
t)(3
19.07)
(926
.31)
(474
.40)
31 D
ec24
6.20
410.27
1,10
1.58
Intere
st R
eceive
d
1 Ja
n1.32
15.58
45.49
Extra
12.57
29.43
65.69
(repa
ymen
t)(1
0.94
)(4
3.69
)(9
5.60
)
31 D
ec2.95
1.32
15.58
Intere
stRe
venu
e
from L
and
Sale
0.11
*-
-Th
e Co
mpa
ny sold land
on wh
ich ro
ads insid
e its
dev
elop
men
t projects
are
loca
ted
to E
P. T
rans
ferring
the
owne
rship
to E
P, th
e Co
mpa
ny, a
s
the
projec
t dev
elop
er, n
eeds
not tr
ansfer th
e land
for p
ublic
use
. Suc
h
trans
fer is a no
rmal practice
amon
g prop
erty dev
elop
ers.
Audit C
ommittee
’s co
mmen
t
1) The
tran
saction be
nefits t
he C
ompa
ny’s
oper
ations
, dee
med
nor
mal
amon
g pr
oper
ty d
evelop
ers.
2) T
he C
ompa
ny a
nd th
e su
bsidiary jo
intly
agr
eed
on th
e pr
ice.
Cost o
f Lan
d0.02
--
CON
NEC
TED
TRA
NSA
CTIO
NS
107
Lega
l Ent
ity /
Rela
tions
hip
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Es
tate P
erfect C
ompa
ny L
imite
d (E
P)
(Con
tinue
d)
Installin
g
curta
ins
Other
inco
me
0.13
--
The
Compa
ny h
ired
a co
ntra
ctor
for c
urtain in
stallatio
n in E
P’s sh
ow
hous
es, a
nd cha
rged
EP
at cos
t.
Audit C
ommittee
’s Co
mmen
t
Norm
al b
usines
s tra
nsac
tion, com
pleted
at c
ost
Gua
rantee
Amou
nt3,17
8.20
3,94
4.64
2,10
2.64
The C
ompa
ny gu
aran
teed
a loan
from
finan
cial in
stitu
tions
to a
subs
idiary,
withou
t cha
rging an
y fee.
Audit C
ommittee
’s Co
mmen
t
Reas
onab
le tra
nsac
tion, to
sup
port
the
operation
s of a
sub
sidiar
y wh
ich
mus
t com
ply w
ith th
e fin
ancia
l institu
tions
’ lend
ing criteria.
Bright
Dev
elop
men
t Ba
ngko
k Com
pany
Limite
d (B
D)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s e
xecu
tives
(Mr.P
orns
wat
K
atec
halasriro
t and
Ms.Si
rirat
W
ongw
attana
) are
dire
ctor
s
- Th
e co
mpa
ny’s
emplo
yees
(Mr.N
antach
art
K
liebp
hipat) is
a dire
ctor.
Loan
sLo
an
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
1,71
2.61
270.00
(299
.05)
1,68
3.56
1,20
6.71
1,09
0.00
(584
.10)
1,71
2.61
855.15
785.00
(433
.44)
1,20
6.71
The
Compa
ny lo
aned
to
wholl
y-ow
ned
BD, for lan
d pu
rcha
se, proje
ct
deve
lopmen
t and
workin
g ca
pital,
cha
rging
the
interes
t of 2
5-1.50
bas
is
point
s ab
ove
the Co
mpa
ny’s
averag
e fin
ancia
l cos
t
Audit C
ommittee
’s Co
mmen
t
Nece
ssary f
inanc
ial ass
istan
ce to
a su
bsidi
ary. The
interest ch
arge
, 25-
150
basis
poin
ts p
er a
nnum
abo
ve th
e Co
mpa
ny’s
averag
e fin
ancia
l cos
t, is
reas
onab
le.
Intere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
5.03
91.67
(90.95
)
5.75
19.79
81.13
(95.89
)
5.03
28.80
57.76
(66.77
)
19.79
108
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Br
ight D
evelop
men
t Ban
gkok
Compa
ny L
imite
d (B
D) (Co
ntinue
d)
Land
leas
ing
Reve
nue
from le
asing
1.52
0.12
-Th
e Co
mpa
ny le
ased
BD
spac
e in
the
dorm
intory wh
ich serve
s as
BD’
s sa
le offic
e for p
rojec
ts lo
cated ne
arby
(Sala
ya),
as B
D so
ld the do
rmito
ry
build
ing to
Unil
oft P
rope
rty Fun
d an
d the Co
mpa
ny le
ased
the proje
ct from
the fund
.
Audit C
ommittee
’s Co
mmen
t
1) N
ormal bus
ines
s tra
nsac
tion to sup
port
the su
bsidiary’s
oper
ations
2) T
he jo
intly
-agr
eed
fee
is co
mpa
rativ
e to m
arke
t rate.
debtor
0.93
0.14
-
Elec
trica
l and
water b
ill
Other
inco
me
0.19
0.02
-Th
e Co
mpa
ny ch
arge
d BD
for the
utilitie
s servic
e fee
s at c
ost.
Audit C
ommittee
’s Co
mmen
t
Norm
al bus
ines
s tra
nsac
tion, settle
d at cos
t
Adva
nce
paym
ent f
or
land
purcha
se
Debtor
1.50
1.50
1.50
The
Compa
ny tr
ansfe
rred
adva
nced
pay
men
t for la
nd p
lot to
BD,
whic
h
deve
loped
the lan
d plo
t, to mee
t the
projec
t fina
ncier
’s crite
ria at the
time. The
amou
nt w
as tran
sferre
d at co
st.
Audit C
ommittee
’s Co
mmen
t
1) The
tran
sacti
on w
as to
sup
port the su
bsidiary’s
ope
ratio
ns and
in lin
e with
the len
ding ins
titutio
ns’ c
riteria
.
2) T
rans
actio
n at cos
t
Adva
nce
paym
ent o
n
oper
ating
expe
nse
Cred
itors
-0.95
-BD
mad
e ad
vanc
e pa
ymen
t on mar
ketin
g pr
omotion ex
pens
es to
the
Compa
ny.
Audit C
ommittee
’s Co
mmen
t
1) A
ctua
l tra
nsac
tion.
2) T
he fe
e wa
s at cos
t.
Gua
rantee
Amou
nt4,17
0.76
5,81
9.74
5,01
8.58
The
Com
pany
gua
rant
eed
a loan
fro
m finan
cial ins
itutio
ns to
a
subs
idiary w
ithou
t cha
rging
fee.
Audit C
ommittee
’s Co
mmen
t
Reas
onab
le tran
saction, to
supp
ort the
ope
ratio
ns of a
subs
idiary w
hich
mus
t com
ply wi
th th
e fin
ancial in
stitu
tions
’ len
ding
criter
ia.
109
Lega
l Ent
ity /
Rela
tions
hip
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Re
siden
ce N
umbe
r Ni
ne C
ompa
ny L
imite
d
(R9)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
exec
utive
s (M
r.Wicha
rn
S
iriwe
twar
awut an
d M
s.Si
rirat
W
ongw
attana
) are
dire
ctor
s
- Th
e co
mpa
ny’s
employ
ees (M
r.Por
ncha
i
K
etlek an
d Mr.S
anpe
tch Su
kkas
em) a
re
d
irector
s.
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
5.17 -
(5.17) -
144.42
191.10
(330
.35)
5.17
-
192.00
(47.58
)
144.42
The
Compa
ny lo
aned
to w
holly
-own
ed R
9 for l
and
purcha
se, p
roject
deve
lopm
ent an
d wo
rking
capital,
char
ging
the
intere
st o
f 25
-1.50
basis
points ab
ove
the
Compa
ny’s
aver
age
finan
cial cos
t.
Audit C
ommittee
’s Co
mmen
t
Nec
essa
ry fin
ancia
l ass
istan
ce to
a su
bsidi
ary. The
interest ch
arge
, 25-
150
basis
poin
ts p
er a
nnum
abo
ve th
e Co
mpa
ny’s
averag
e fin
ancia
l cos
t, is
reas
onab
le.
Intere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
0.01
0.05
(0.06) -
4.98
4.68
(9.65)
0.01
-
7.40
(2.42)
4.98
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
-
175.00 -
175.00
- - - -
- - - -
The
Compa
ny e
xten
ded
a wo
rking
capital loa
n to w
holly
-own
ed R
9,
char
ging
the
intere
st o
f 25
basis
points ab
ove
R9’s
aver
age
finan
cial
cost.
Audit C
ommittee
’s Co
mmen
t
Nece
ssary fin
ancia
l ass
istan
ce to
a sub
sidiary. T
he in
terest cha
rge, 25-
150 ba
sis po
ints pe
r ann
um ab
ove t
he C
ompa
ny’s
averag
e finan
cial c
ost,
is reas
onab
le.
Intere
st P
ayab
le
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
-
5.37 -
5.37
- - - -
- - - -
Land
Sale
Reve
nue
from la
nd sale
-28
.10
-Th
e Com
pany
sold
a lan
d plot to
who
lly-o
wned
R9, fo
r a la
nd de
velopm
ent
purpos
e.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n is
to sup
port
the
subs
idiary’s
oper
ations
, com
pleted
at a
jointly
-agr
eed
price.
Cost o
f lan
d-
14.39
-
110
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Resid
ence
Num
ber Ni
ne C
ompa
ny L
imite
d
(R9)
(Con
tinue
d)
Purcha
se
land
for
Deve
lopm
ent
Land
Pur
chas
e-
-8.50
The Co
mpa
ny bou
ght a
vac
ant lan
d plot fr
om w
holly
-own
ed R
9, fo
r a
land
dev
elop
men
t pur
pose
.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n is
to sup
port
the
Compa
ny’s
operation
s, co
mple
ted
at a
jointly-
agreed
pric
e.
Gua
rantee
Amou
nt1,73
9.28
2,02
6.78
1,05
3.50
The
Com
pany
gua
rant
eed
a loan
fro
m finan
cial ins
itutio
ns to
a
subs
idiary w
ithou
t cha
rging
fee.
Audit C
ommittee
’s Co
mmen
t
The tra
nsac
tion wa
s to sup
port the su
bsidi
ary’s
ope
ratio
ns and
in lin
e wi
th
the len
ding ins
titutio
n’s criteria.
Chiang
mai D
evelop
men
t Co
mpa
ny L
imite
d
(CD)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
exec
utive
s (Mr.W
ongs
akorn
P
rasitvip
at , an
d Ms.S
irirat W
ongw
attana
)
are dire
ctors
- Th
e co
mpa
ny’s
employ
ees (M
r.Was
on
S
rirattana
pong
) is a
dire
ctor.
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
-
17.33 -
17.33
-
37.70
(37.70
) -
- - - -
The
Com
pany
loa
ned
to C
D, who
lly-o
wne
d su
bsidiary
, fo
r land
purcha
se, pr
ojec
t de
velopm
ent an
d wor
king
cap
ital,
char
ging
the
intere
st of 2
5-1.50
bas
is po
ints abo
ve th
e Co
mpa
ny’s
aver
age fin
ancial
cost.
Audit C
ommittee
’s Co
mmen
t
Nece
ssary f
inanc
ial ass
istan
ce to
a su
bsidi
ary. The
interest ch
arge
, 25-
150
basis
poin
ts p
er a
nnum
abo
ve th
e Co
mpa
ny’s
averag
e fin
ancia
l cos
t, is
reas
onab
le.
Intere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
-
0.29 -
0.29
-
1.42
(1.42) -
- - - -
111
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Ch
iang
mai D
evelop
men
t Com
pany
Lim
ited
(CD)
(Con
tinue
d)
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
75.00 -
(75.00
) -
-
75.00 -
75.00
- - - -
The
Com
pany
borrowe
d a
working
cap
ital loa
n fro
m w
holly-o
wned
CD,
payin
g int
eres
t at 2
5 ba
sis poin
ts abo
ve C
D’s av
erag
e fin
ancia
l cos
t.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n se
rved
as
a fin
ancial s
uppo
rt am
ong
the
Compa
ny
and
subs
idiarie
s. T
he le
vied
intere
st a
t 0.25%
abo
ve C
D’s
aver
age
finan
cal c
ost is re
ason
able.
Intere
st P
ayab
le
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
0.35
3.62
(3.97) -
-
0.35 -
0.35
- - - -
Gua
rantee
Amou
nt11
9.60
119.60
- The
Com
pany
gua
rantee
d a loan
from
finan
cial in
situtions
to a su
bsidiary
withou
t cha
rging fee.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n wa
s re
ason
able, a
imed
to
supp
ort the
subs
idiary’s
oper
ations
give
n the
nece
ssity
in m
eetin
g the
lend
ing
institu
tion’s
crite
ria fo
r the
bus
ines
s loan
.
112
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12W
e Re
tail Pu
blic C
ompa
ny L
imite
d (W
R)
Relatio
nship
:
- Th
e co
mpa
ny holds
93
.31%
- Ch
airm
an of th
e co
mpa
ny
(D
r.Taw
atch
ai N
akha
ta) i
s a
dire
ctor
.
- Ch
ief E
xecu
tive
Dire
ctor
of t
he com
pany
(M
r.Cha
inid Ad
haya
nasa
kul)
is a
dire
ctor
.
- Th
e co
mpa
ny’s
exec
utive
(Mr.
Pram
ote
Re
rmyind
ee) i
s a
dire
ctor
- Co
nsultant an
d S
ub-C
ommittee
* of
the
com
pany
(Mr.B
oonliam Lu
angn
akthon
gdee
)
is
a d
irector
.
- Su
b-Co
mmittee
* o
f the
com
pany
(M
r.Che
rdsa
k Ko
okiatnun
t) is
a dire
ctor
Note:
* Risk
Man
agem
ent c
ommittee
* App
raise
d by
Bro
ok H
illier
Par
ker o
n 8
Febr
uary 2
013
Loan
sLo
an
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
411.09
363.90 -
774.99
30.00
411.00
(29.91
)
411.09
-
30.00 -
30.00
The
Compa
ny lo
aned
to w
holly
-own
ed W
R for land
pur
chas
e,
projec
t dev
elop
men
t and
wor
king ca
pital, ch
arging
the intere
st of
25-1
.50 ba
sis points a
bove
the Co
mpa
ny’s
aver
age fin
ancial co
st.
Audit C
ommittee
’s Co
mmen
t
Nece
ssary fin
ancia
l ass
istan
ce to
a sub
sidiar
y. T
he in
terest cha
rge,
25-1
50 ba
sis po
ints p
er an
num ab
ove t
he Com
pany
’s av
erag
e fina
ncial
cost, is
reas
onab
le.
Intere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
3.24
29.43 -
32.67
0.12
13.32
(10.20
)
3.24
-
0.12 -
0.12
Land
Sale
Reve
nue
from la
nd sale
-41
.96*
*-
The Co
mpa
ny sold a land
plot t
o W
R, fo
r the
dev
elop
men
t into a
shop
ping
mall.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n wa
s to sup
port
the
subs
idiary’s
ope
ratio
ns a
nd th
e
price
was
bas
ed on ind
epen
dent app
rase
r’s re
ferenc
e price
.
Cost o
f lan
d-
27.67
-
WR
mad
e
an adv
ance
paym
ent
cost
Administ
rativ
e Co
st-
-0.07
WR
mad
e ad
vanc
e pa
ymen
t for the
distrib
ution
of t
he C
ompa
ny’s
shareh
olders’
mee
ting do
cumen
t.
Audit C
ommittee
’s Co
mmen
t
1) A
ctua
l tra
nsac
tion
2) W
R co
llected
the
paym
ent a
t cos
t.
Gua
rantee
Amou
nt22
3.00
223.00
-Th
e Com
pany
guaran
teed
a loa
n from fin
ancia
l insit
ution
s to a
subs
idiary
withou
t cha
rging
fee.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n wa
s reas
onab
le, a
imed
to s
uppo
rt the
subs
idiary’s
operation
s give
n the
nece
ssity
in m
eetin
g the
lend
ing insti
tutio
n’s cr
iteria
for the
bus
iness
loan
.
113
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Pr
oper
ty P
erfect In
tern
ationa
l Pte.Ltd (P
PI)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Ch
airm
an o
f the
com
pany
(D
r.Taw
atch
ai N
akha
ta) i
s a
dire
ctor
.
- Ch
ief
Exec
utive
Office
r of t
he com
pany
(M
r.Cha
inid Ad
haya
nasa
kul)
is a
dire
ctor
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
857.16
340.80
(184
.80)
1,01
3.16
737.66
119.50 -
857.16
-
764.79
(27.13
)
737.66
The Co
mpa
ny exten
ded a loan
to w
holly
-own
ed P
PI, to fin
ance
the latte
r’s
inve
stmen
t in
SG (K
iroro
Res
ort in
Japa
n), a
s we
ll as
a w
orkin
g ca
pital
loan
. The
loan
s we
re sub
jected
the
step
intere
st ra
tes.
- In 2
012, 1
% p
er a
nnum
- Fr
om 2
013, 0
.25-
1.50
% a
bove
the
Compa
ny’s
aver
age
finan
cial cos
t
The
intere
st in
the
first yea
r was
low
and
raise
d later b
ecau
se th
e ho
tel
and
ski res
ort,
unde
rgoing
ass
et re
stru
ctur
ing, w
ould sho
w loss
es in
the
initial stage
. It s
hould
gene
rate a
ddition
al re
nts in th
e later y
ears.
Audit C
ommittee
’s Co
mmen
t
The tra
nsac
tion wa
s a fin
ancial ass
istan
ce as ag
reed
by bo
th par
ties. The
Intere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
12.54
35.87 -
48.41
1.73
37.90
(27.09
)
12.54
-
1.73 -
1.73
Perfe
ct S
port
Club
Com
pany
Lim
ited
(PSC
)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e com
pany
’s director (M
r.Pha
irat Se
nach
ack)
is
a d
irector
.
- Th
e co
mpa
ny’s
employ
ees
(M
r.Was
on S
rirattana
pong
,
Mr.N
antach
art K
liebp
hipa
t ,
Mr.
Kritp
as P
ongp
akaw
at a
nd
Mr.S
aran
yu A
dhay
anas
akul )
are
dire
ctor
s.
Note:
* Lan
d on
which
pro
ject e
ntra
nce
is loca
ted
Land
Sale
Reve
nue
from
land
sale
Cost o
f Lan
d
- -
0.60
*
0.20
- -
The Co
mpa
ny sold land
on wh
ich ro
ads insid
e its
dev
elop
men
t projects are
loca
ted
to P
SC. T
rans
ferring
the
owne
rship
to P
SC, t
he C
ompa
ny, a
s the
projec
t dev
elop
er, n
eeds
not tr
ansfer th
e land
for p
ublic
use
. Suc
h tra
nsfer
is a no
rmal practice
amon
g prop
erty dev
elop
ers.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
bene
fits
the
Compa
ny’s
oper
ations
, dee
med
nor
mal
amon
g pr
oper
ty d
evelop
ers.
2) T
he C
ompa
ny a
nd th
e su
bsidiary jo
intly
agr
eed
on th
e pr
ice.
Club
hous
e Ad
minist
rativ
e Co
st3.88
15.62
14.78
The
Compa
ny h
ired
PSC
to m
anag
e sp
orts c
lubs
of the
Compa
ny’s
projec
ts.
Audit C
ommittee
’s Co
mmen
t
1) The
tran
saction wa
s to sup
port the Co
mpa
ny’s
operations
, being
normal
busin
ess tra
nsac
tion.
2) T
he servic
e fee is
jointly
spe
cified, bas
ed on the man
agem
ent c
ost a
nd
profit.
Trad
e Cr
edito
rs-
2.77
2.55
114
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12U&
I con
stru
ction
Bang
kok Co
., ltd
. (U&
I)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
employ
ees
(M
r. Kr
itpas
Pon
gpak
awat) i
s a
dire
ctor
.
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
-
100.00 -
100.00
- - - -
- - - -
The Co
mpa
ny exten
ded a wo
rking
cap
ital lo
an to
who
lly-o
wned
sub
sidiar
y U&
I
, cha
rging
the
interes
t of 2
5-1.50
bas
is po
ints ab
ove
the
Compa
ny’s
averag
e
finan
cial c
ost.
Audit C
ommittee
’s Co
mmen
t
Nece
ssar
y fin
ancial ass
istan
ce to
a su
bsidiary. T
he in
tere
st ch
arge
, 25-
150
basis
points
per a
nnum
abo
ve th
e Co
mpa
ny’s
aver
age
finan
cial c
ost,
is
reas
onab
leIntere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
-
2.08 -
2.08
- - - -
- - - -
Contra
cted
U&I for
the
cons
truction
of hou
ses
Value
of C
ontra
ct
Cons
truction
Cost
Adva
nce Pa
ymen
t
Contra
ctor
Trad
e Cr
edito
r
5.91
5.71 - -
- - - -
- - - -
The Co
mpa
ny hire
d U&
I to co
nstru
ct hou
ses a
nd con
dominiums d
evelop
ed
by th
e Co
mpa
ny a
nd sub
sidiarie
s.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was to sup
port
the
Compa
ny’s
operations
, being
normal
busin
ess tra
nsac
tion.
2) T
he servic
e fee
is jointly
spe
cified, b
ased
on
the
man
agem
ent c
ost a
nd
profit.
Elec
trica
l
and
water
bill
Other
Inco
me
0.03
--
The
Com
pany
cha
rged
U&I
for the
utilitie
s se
rvice
fees
at c
ost.
Audit C
ommittee
’s Co
mmen
t
Norm
al bu
sines
s tra
nsac
tion, settle
d at cos
t.
115
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Pe
rfect P
refab C
ompa
ny Li
mite
d (P-
PREF
AB)
Relatio
nship
:
- Th
e co
mpa
ny holds
51%
- Th
e co
mpa
ny’s
exec
utive
(M
r.Wich
arn
Siriw
etwa
rawu
t) is
a director
- Th
e co
mpa
ny’s
emplo
yee
(D
r. Vo
rasa
k Ch
akrapiy
anan
t) is
a dir
ector.
Loan
Loan
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
60.00 - -
60.00
40.00
20.00 -
60.00
-
40.00 -
40.00
The Co
mpa
ny exten
ded a loan
to P
-PRE
FAB,
a 51%
-own
ed sub
sdiary, to
help e
xpan
d the
latte
r’s b
usines
s an
d wo
rking
capital,
char
ging
25-
150
basis
points pe
r ann
um a
bove
the
Compa
ny’s
aver
age
finan
cial cos
t.
Audit C
ommittee
’s Co
mmen
t
The tra
nsac
tion se
rved
as a
n ag
reed
finan
cial s
uppo
rt am
ong the Co
mpa
ny and
subs
idiaries
. The
levie
d int
eres
t at 0
.25%
abo
ve C
D’s av
erag
e fin
anca
l cos
t is
reas
onab
le.
Intere
st R
eceive
d
1 Ja
n
Extra
(repa
ymen
t)
31 D
ec
3.53
3.08 -
6.61
0.70
2.83 -
3.53
-
0.70 -
0.70
Contra
cted
P-PR
EFAB
compa
nies
for t
he
prod
uctio
n
and
installatio
n of
prefab
mater
ials
Value
of C
ontra
ct
Cons
truction
Cost
Adva
nce
Paym
ent f
or
Contra
ctor
Trad
e Cr
edito
r
3.17
15.34 -
0.06
83.40
67.74
0.01
22.27
- - - -
The
Compa
ny h
ired
P-PR
EFAB
to
prod
uce, a
ssem
ble
and
install p
re-
fabr
icated
con
stru
ction mater
ials
for the
Com
pany
’s de
velopm
ent p
rojects.
Audit C
ommittee
’s Co
mmen
t
1) N
ormal b
usines
s tra
nsac
tion, c
ompleted
at t
he m
utua
lly-a
gree
d pr
ice
and
unde
r written
contra
ct.
2) T
he tr
ansa
ction pr
ice an
d co
ndition
was
reas
onab
le and
com
para
tive to
mar
ket p
rice.
116
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Subs
idiarie
s, in
dire
ctly o
wned
Kiro
ro R
esor
t Holding
s Co
., Ltd.* (
KRH)
Relatio
nship:
- PP
I holds
95.61
%
- Th
e co
mpa
ny holds
in P
PI 1
00%
- Ch
airm
an of the co
mpa
ny (Dr
.Taw
atch
ai N
akata)
is a dire
ctor
- Ch
ief E
xecu
tive
Office
r of t
he com
pany
(M
r.Cha
inid A
dhay
anas
akul) i
s a
dire
ctor
- Th
e co
mpa
ny’s
Con
sulta
nt (B
hich
ai R
attaku
l) is
a dire
ctor
.
- W
R’s
Con
sulta
nt (M
r.Jes
d Je
sdpiya
won
g**) is
a d
irector
.
Note
* Ren
amed
from
Sha
re G
roup
Co., L
td.
** R
esigne
d on
Feb
ruay
201
5
adva
nce Pa
ymen
t
on O
pera
ting
Expe
nse
Debtor
9.16
10.67
7.88
The
Compa
ny m
ade
adva
nce
paym
ent f
or K
RH, a
n
indire
ct su
bsidiary th
roug
h the 95
.61%
holding
in P
PI,
on s
ever
al ite
ms
like
- tra
vel ex
pens
es a
nd P
R
activ
ities
, as the
activ
ities
took
place
in T
haila
nd.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was ac
tual a
nd m
eant to
sup
port
the
subs
idiary’s
oper
ations
.
2) K
RH w
as cha
rged
at c
ost.
Kabu
shiki
Kaish
a Ki
roro
Ass
ociates Co
.,Ltd (K
A)
Relatio
nship:
- KR
H ho
lds 10
0
- PP
I holds
KR
H 95
.61%
- PF
holds
PP
I 100
%
- Ch
airm
an of the
compa
ny (D
r.Taw
atch
ai N
akata)
is a dire
ctor
.
- Ch
ief
Exec
utive
Office
r of t
he com
pany
(M
r.Cha
inid Ad
haya
nasa
kul)
is a
dire
ctor
.
adva
nce Pa
ymen
t
on O
pera
ting
Expe
nse
Debtor
4.17
0.24
-Th
e Co
mpa
ny m
ade
adva
nce
paym
ent for KA
, an
indire
ct sub
sidiary th
roug
h the 95
.61%
holding
in P
PI
and KR
H, on se
vera
l item
s lik
e - t
rave
l exp
ense
s an
d
PR activi
ties, as the ac
tivities
took
place
in T
haila
nd.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was ac
tual a
nd m
eant to
sup
port
the
subs
idiary’s
oper
ations
.
2) K
A wa
s ch
arge
d at cos
t.
117
2. T
rans
actio
ns b
etw
een
the
com
pany
and
con
nect
ed in
divi
dual
s, e
ntiti
es
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Related
Person
Mr.P
ramote
Rerm
yind
ee (M
r.Pra
mote)
Relatio
nship:
The
compa
ny’s e
xecu
tive
Adva
nce
paym
ent f
or
Land
pur
chas
e.
1 Ja
n.
Interval im
bursem
ent
(interval p
aymen
t)
31 D
ec.
-
2.62
(2.60)
0.01
- - - -
-
9.83
(9.83) -
The
Com
pany
mad
e an
adv
ance
pay
men
t to
Mr.
Pram
ote, for
the
accu
mulat
ion
of lan
d on
Rat
chap
hrue
k Roa
d pu
rcha
sed
for
futu
re
deve
lopm
ent.
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n wa
s to sup
port
Compa
ny’s
oper
ations
and
app
rove
d by
CEO.
Mr.W
icha
rn S
iriwe
twar
awut) (
Mr.W
icha
rn)
Relatio
nship:
The
compa
ny’s
exec
utive
Buy a
unit of
cond
ominium
Sale C
ost
3.67
--
Rese
rvatio
n of 1 unit
in The
Sky
Suk
humvit co
ndom
inium
projec
t
Audit C
ommittee
’s Co
mmen
t
Norm
al b
usines
s tra
nsac
tion, u
nder
the
welfare
con
ditio
n to a
ward
a
disc
ount to
staff. T
he C
ompa
ny has
the
polic
y to sup
port
staff in
havin
g
their o
wn a
ccom
mod
ation.
Depo
sit a
nd
Down
Pay
men
t
0.14
--
Ms.Su
pee Re
odec
ha *
(Ms.Su
pee)
Relatio
nship:
The
compa
ny’s
exec
utive
* Res
iged
on
Janu
ary 20
15
Buy a
unit of
cond
ominium
Sale C
ost
-1.48
-Re
servation of 1 unit in
Metro
Par
k Satho
rn P
hase
III c
ondo
minium pro
ject
Audit C
ommittee
’s Co
mmen
t
Norm
al b
usines
s tra
nsac
tion, u
nder
the
welfare
con
ditio
n to a
ward
a
disc
ount to
staff. T
he C
ompa
ny has
the
polic
y to sup
port
staff in
havin
g
their o
wn a
ccom
mod
ation.
Depo
sit ,
Down
Paym
ent a
nd tr
ansfee
cost
-1.48
-
118
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Re
lated
othe
r Leg
al E
ntity
Center
of S
tand
ard
Prec
ast C
o., L
td. (
CSP)
Relatio
nship:
- CS
P ho
lds P-
PREF
AB 49
%
- PF
holds
P-
PREF
AB 51
%
- No
individ
ual w
ith con
flict o
f inter
est h
olds
shar
es o
r sits
in th
e bo
ard
of d
irector
s.
CSP
was
con
tracted
to
prod
uce, a
ssem
ble
and
install co
nstru
ction
mater
ials
for t
he C
ompa
ny’s
hous
ing
projec
ts
Audit C
ommittee
’s Co
mmen
t
1) N
ormal bus
ines
s tra
nsac
tion, com
pleted
at t
he m
utua
lly-a
gree
d pr
ice
and
unde
r written
contra
ct.
2) T
he tr
ansa
ction pr
ice an
d co
ndition
was
reas
onab
le and
com
para
tive
to m
arke
t pric
e.
Contra
cted
P-PR
EFAB
compa
nies
for t
he
prod
uctio
n an
d
installatio
n of
prefab
mater
ials
Value
of C
ontra
ct-
0.08
13.91
Cons
truction
Cost
0.22
1.26
38.50
Adva
nce
Paym
ent
14.39
14.47
14.54
Trad
e Cr
edito
r0.95
2.12
3.60
Banc
hong
and
Vidhy
a La
w Office
Co., L
td.
(Ban
chon
g La
w Office
)
Relatio
nship:
- Leg
al E
ntity
which
Mr.V
idhy
a Na
tiviva
t, the
compa
ny’s
dire
ctor
, is a
dire
ctor
and
major
shar
eholde
r.
Law
cons
ultant
cost
Administ
rativ
e Co
st0.06
--
Spec
ializ
ed le
gal a
dviso
r hire
d to scree
n co
mpa
ny doc
umen
t, re
gister
ed
or in
volvi
ng th
e Co
mpa
ny’s
oper
ations
. The
fee offere
d to th
e law
firm is
not a
bove
mar
ket r
ates
.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was to smoo
th th
e Co
mpa
ny’s
oper
ations
and
in line
with n
ormal b
usines
s pr
actic
e.
2) T
he fe
e an
d co
ndition
was
reas
onab
le a
nd n
ot a
bove
mar
ket r
ates
.
Finn
ative
Co., L
td (F
inna
tive)
Relatio
nship:
- Leg
al Entity
which
Mr.J
esd Je
sdpiya
wong
,
Diro
ctor
of K
RH, is a dire
ctor
and
major
shar
eholde
r.
Fina
ncial
cons
ultant cos
t
Administ
rativ
e Co
st2.57
2.11
-Sp
ecializ
ed fina
ncial a
dviso
r to ad
vise the Co
mpa
ny, n
egotiate w
ith fo
reign
inve
stors, and
coo
rdinate the Co
mpa
ny’s
overse
as in
vestmen
t. Th
e se
rvice
fee is
not a
bove
marke
t rates
.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was to smoo
th th
e Co
mpa
ny’s
oper
ations
and
in line
with n
ormal b
usines
s pr
actic
e.
2) T
he fe
e an
d co
ndition
was
reas
onab
le a
nd n
ot a
bove
mar
ket r
ates
.
119
3. C
onne
cted
tran
sact
ions
of s
ubsi
diar
ies.
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Conn
ected
trans
actio
ns o
f sub
sidiarie
s
Est
ate
Per
fect
Com
pany
Limite
d (E
P)
Relatio
nship:
- PF
holds
10
0%
- Th
e co
mpa
ny’s e
xecu
tives
(Mr.W
icha
rn S
iriwet
war
awut
and
Ms.Si
rirat W
ongw
attana
)
are
dire
ctor
s.
- Th
e co
mpa
ny’s e
mploy
ees
(Mr.W
ason
Srir
attana
pong
and
Mr.
Kritp
as P
ongp
akaw
at) a
re
dire
ctor
s.
We Re
tail P
ublic
Com
pany
Lim
ited
(WR)
Relatio
nship:
- The
com
pany
holds
93.31
%
- Cha
irman
of the
com
pany
(Dr.T
awatch
ai N
akha
ta) is a dire
ctor
.
- Chief E
xecu
tive Di
rector
of the
com
pany
(Mr.C
hainid A
dhay
anas
akul) is a dire
ctor
.
- The
com
pany
’s ex
ecutive
(Mr.P
ramote Re
rmyin
dee)
is a dire
ctor
- Con
sulta
nt and
Sub
-Com
mittee
* of the
compa
ny
(Mr.B
oonliam Lua
ngna
ktho
ngde
e) is
a dire
ctor
.
- Sub
-Com
mittee
* of the
com
pany
(Mr.C
herd
sak Ko
okiatnun
t) is
a dire
ctor
.
Note:
* Risk
Man
agem
ent c
ommittee
EP g
ive
land
leas
ing
rights to W
R
Adva
nce
Rece
ived
51.72
58.87
-EP
leas
ed a
land
plot t
o W
R, c
over
ing
16 rai
and
229
squa
re w
a, o
n Su
khum
vit R
oad
for a
30-y
ear
perio
d, for
the
dev
elop
men
t into
a
shop
ping
mall.
Audit C
ommittee
’s Co
mmen
t
1) T
he t
rans
actio
n was
to
supp
ort
WR’s
oper
ations
and
in
line
with
nor
mal b
usines
s
prac
tices
.
2) T
he le
asing fee an
d co
ndition
is re
ason
able.
Reve
nue
from
Leas
ing
6.79
4.00
-
Debtor
5.24
2.87
-
Perfe
ct S
port
Club
Com
pany
Lim
ited (P
SC)
Relatio
nship
:
- The
com
pany
holds
100
%.
- The
com
pany
’s director
(Mr.P
haira
t Se
nach
ack) is
a dire
ctor.
-The
com
pany
’s em
ploy
ees
(Mr.W
ason
Srirattana
pong
, Mr.N
antach
art
Kliebp
hipat, M
r. Kr
itpas
Pon
gpak
awat and
Mr.S
aran
yu A
dhay
anas
akul) a
re dire
ctors.
EP con
tracted
PSC
for t
he
man
agem
ent
of E
P pr
ojec
ts’
club
hous
e.
Administ
rativ
e
Cost
Trad
e
Cred
itors
0.72 -
2.26
0.25
1.66
0.15
EP hire
d PS
C to m
anag
e the sp
orts club at E
P’s
projec
ts.
Audit C
ommittee
’s Co
mmen
t
1) T
he t
rans
actio
n was
to
supp
ort
EP’s
oper
ations
and
in
line
with
nor
mal b
usines
s
prac
tices
.
2) T
he s
ervice
fee
was
joint
ly d
eter
mined
,
cons
ider
ing
cost a
nd p
rofit.
120
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Es
tate
Per
fect
Com
pany
Limite
d (E
P)(C
ontin
ued)
U&I c
onstru
ction
Bang
kok Co
., ltd
. (U&
I)Re
latio
nship
:- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
employ
ees
(M
r.Kritpa
s Po
ngpa
kawa
t) is
a dire
ctor
.
EP
contra
cted
U&
I for
the
cons
truction
of hou
ses
Value
of C
ontra
ct30
.86
16.46
35.14
EP hire
d U&
I, es
tablish
ed as a
contra
ctor
for the
Co
mpa
ny and
sub
sidiarie
s, to
con
stru
ct hou
ses
for E
P.
Audit C
ommittee
’s Co
mmen
t1)
The tra
nsac
tion wa
s to su
ppor
t EP’s o
peratio
ns
and
in line
with
nor
mal b
usines
s pr
actic
es.
2)Th
e se
rvice
fee
was
joint
ly d
eter
mined
, co
nsider
ing
cost a
nd p
rofit.
Cons
truction
Cos
t19
.40
31.94
15.17
Adva
nce
Paym
ent
0.48
0.80
3.89
Contra
ctor
2.48
7.02
0.20
Perfe
ct Pr
efab
Com
pany
Lim
ited
(P-P
REFA
B)
Relatio
nship
:- Th
e co
mpa
ny holds
51%
- Th
e co
mpa
ny’s
exe
cutiv
e (M
r.W
icha
rn
Siriw
etwa
rawu
t) is
a dire
ctor
.-
The
com
pany
’s e
mpl
oyee
(Dr. V
oras
ak
Chak
rapiya
nant) i
s a
dire
ctor
.
EP
contracted
P-
PREF
AB
compa
nies
for t
he
prod
uctio
n an
d installatio
n of
prefab
materials
Value
of C
ontra
ctCo
nstru
ction
Cost
Adva
nce
Paym
ent
Contra
ctor
Trad
e Cr
edito
r
21.42
16.98
0.03
3.27
- - - -
- - - -
EP hire
d P-
PREF
AB to
pro
duce
, ass
emble an
d install c
onstru
ction
mater
ials
for EP
’s ho
using
projec
ts.
Audit C
ommittee
’s Co
mmen
t1)
Nor
mal b
usines
s tra
nsac
tion, c
ompleted
at
the
mutua
lly-a
gree
d pr
ice
and
unde
r written
contra
ct.
2)Th
e tra
nsac
tion
price
and
cond
ition
was
re
ason
able a
nd com
para
tive
to m
arke
t pric
e.
Bright D
evelop
men
t Ban
gkok
Co
mpa
ny L
imite
d (B
D)Re
latio
nship
:- T
he com
pany
holds
100
%.
- The
com
pany
’s ex
ecutive
s (M
r.Por
nswa
t Katec
halasriro
f an
d M
s.Sirirat W
ongw
attana
) ar
e dire
ctor
s.
- The
com
pany
’s em
ploy
ees
(Mr.N
antach
art Kl
iebp
hipa
t) is
a dire
ctor
.
U&I c
onstru
ction
Bang
kok Co
., ltd
. (U&
I)Re
latio
nship
:- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
employ
ees
(Mr.
Kritp
as P
ongp
akaw
at) i
s a
dire
ctor
.
BD
contracted
U&
I for th
e co
nstru
ction
of
Value
of C
ontra
ctCo
nstru
ction
Cost
Adva
nce
Paym
ent
Contra
ctor
Trad
e Cr
edito
r
426.99
119.07
184.66
77.36
805.18
132.57
9.45
37.40
895.86
695.84
38.82
42.00
BD h
ired
U&I, es
tabli
shed
as a
contractor fo
r the
Co
mpa
ny and
subs
idiaries
, to co
nstru
ct hou
ses f
or
BD.
Audit C
ommittee
’s Co
mmen
t1) The
tran
saction
was
to su
pport B
D’s o
peratio
ns,
being
normal
busin
ess tra
nsac
tion.
2) The
servic
e fee is
jointly
spec
ified, bas
ed on the
cost and
profit.
121
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Am
ount
(Mill
ion
Baht
)
Pric
ing
polic
y20
1420
1320
12Re
siden
ce N
umbe
r Nine Co
mpa
ny
Limite
d (R
9)Re
latio
nship :
- The
com
pany
holds
100
%.
- The
com
pany
’s ex
ecutive
s (M
r.Wich
arn Si
riwetwa
rawu
t and
Ms.Si
rirat W
ongw
attana
) - T
he com
pany
’s em
ploy
ees
(Mr.P
ornc
hai K
etlek an
d Mr.
Sanp
etch
Suk
kase
m) a
re dire
ctor
s.
Perfe
ct S
port
Club
Com
pany
Lim
ited
(PSC
)Re
latio
nship :
- The
com
pany
holds
100
%.
- The
com
pany
’s dire
ctor
(M
r.Pha
irat S
enac
hack
) is a dire
ctor
.- T
he com
pany
’s em
ploy
ees
(Mr.W
asan
Srirattana
pong
, Mr.N
antach
art K
liebp
hipa
t, Mr.K
ritpa
s Po
ngpa
kawa
t and
Mr.S
aran
yu
Adha
yana
saku
l ) are dire
ctors.
R9 con
tracted
PS
C for t
he
man
agem
ent o
f R9
pro
jects’
club
hous
e
Administ
rativ
e Co
st0.30
0.90
-R9
hire
d PS
Cto
man
age
the
spor
ts c
lub
in R
9’s pr
ojec
ts.
Audit C
ommittee
’s Co
mmen
t1)
The
trans
actio
n wa
s to s
uppo
rt R9
’s op
erations
, in
line
with n
ormal b
usines
s pr
actic
e.
2)Th
e se
rvice
fee is
jointly
spec
ified, bas
ed
on th
e man
agem
ent c
ost a
nd p
rofit.
-0.11
-
U&I c
onstru
ction
Bang
kok Co
., ltd
. (U&
I)Re
latio
nship
:- Th
e co
mpa
ny holds
100
%.
- The
com
pany
’s em
ploy
ees (M
r. Kr
itpas
Po
ngpa
kawa
t) is
a dire
ctor
.
R9 con
tracted
U&
I for
the
cons
truction
of
hous
es
Value
of C
ontra
ct6.55
15.70
3.88
R9 hire
d U&
I, es
tablish
ed as a
contractor fo
r the C
ompa
ny an
d sub
sidiar
ies,
to con
struct hou
ses for R
9.
Audit C
ommittee
’s Co
mmen
t1)
The
trans
actio
n wa
s to s
uppo
rt R9
’s op
erat
ions
and
in
line
with
nor
mal
busin
ess pr
actic
e.
2)Th
e se
rvice
fee is
jointly
spec
ified, bas
ed
on th
e co
st a
nd p
rofit.
Cons
truction
Cost
4.63
17.02
0.80
Adva
nce Pa
ymen
t-
-0.02
Contra
ctor
Tr
ade
Cred
itor
3.75
--
Per
fect
Pre
fab
Com
pany
Lim
ited
(P-P
REFA
B)
Relatio
nship
:- T
he com
pany
hold
s 51
%-
The
compa
ny’s
exec
utive
(Mr.W
icharn
Siriw
etwa
rawu
t) is
a dir
ector.
- Th
e co
mpa
ny’s
employ
ee (Dr
.Voras
ak
Chak
rapiy
anan
t) is
a dir
ector.
R9 con
tracted
P-
PREF
AB
compa
nies
for
the
prod
uctio
n an
d installatio
n of p
refab
mater
ials
Value
of C
ontra
ct-
10.67
-R9
hire
d P-
PREF
AB to
produ
ce, a
ssem
ble
and
install c
onstruction
materials
for R
9’s
hous
ing projec
ts.
Audit C
ommittee
’s Co
mmen
t1) N
ormal bus
ines
s trans
actio
n, co
mpleted
at the
mutua
lly-a
gree
d price
and
und
er
written
con
tract
2) The
tran
saction price
and
con
ditio
n wa
s re
ason
able a
nd c
ompa
rativ
e to m
arke
t rates.
Cons
truction
Cost
-10
.67
-
122
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12W
e Re
tail
Public C
ompa
ny L
imite
d
(WR)
Relatio
nship
:
- Th
e co
mpa
ny holds
93
.31%
- Ch
airm
an o
f the
com
pany
(Dr.T
awatch
ai N
akata)
is a
dire
ctor
.
- Chief
Exe
cutiv
e Dire
ctor
of th
e
compa
ny
(Mr.C
hainid
Adha
yana
saku
l) is a
dire
ctor
.
- Th
e co
mpa
ny’s e
xecu
tive
(Mr.
Pram
ote
Rer
myind
ee) is a dire
ctor
.
- Con
sulta
nt a
nd S
ub-C
ommittee
*
of the
compa
ny
(Mr.B
oonliam L
uang
naktho
ngde
e )
is a
dire
ctor
.
- Sub
-Com
mittee
* of the
com
pany
(Mr.C
herd
sak Ko
okiatnun
t) is
a dire
ctor
.
Note:
* Risk
Man
agem
ent c
ommittee
Cen
trepo
int
Shop
ping
Mall Com
pany
Limite
d (C
enter P
oint)
Relatio
nship:
- W
R ho
ld’s
100%
.
- Th
e co
mpa
ny holds
WR
93.31%
- Chief E
xecu
tive Di
rector
of the
compa
ny
(Mr.C
hainid A
dhay
anas
akul) is a
dire
ctor
.
- The
com
pany
’s ex
ecutive
s (Mr.P
ramote
Rerm
yind
ee, M
r.Won
gsak
orn
Pras
itvipat
, and
Mr.P
orns
wat Ka
tech
ulas
riroj) a
re
dire
ctor
s.
-The
compa
ny’s
cons
ultant ( M
s.W
ilanw
an
Luan
gnak
thon
gdee
) is
a dire
ctor
.
WR
loan
s to
Centre
point
Loan
WR loa
ned
to w
holly
-owne
d Cen
tre
Point,
helping
the
latte
r pay
for t
he la
nd
leas
ing fee, exp
and its
bus
ines
s wo
rking
capital,
char
ging
the
intere
st e
quiva
lent
to th
e av
erag
e fin
ancial cos
t of W
R.
Audit C
ommittee
’s Co
mmen
t
Nece
ssar
y fin
ancial a
ssist
ance
amon
g
subs
diaries. T
he in
terest c
harge
refle
cts
the lend
er’s
averag
e fin
ancia
l cos
t.
1 Ja
n86
5.29
250.00
-
Extra
183.08
615.29
250.00
(repa
ymen
t)(9
9.88
)-
-
31 D
ec94
8.49
865.29
250.00
Intere
st R
eceive
d
1 Ja
n33
.57
4.49
-
Interval in
tere
st
rece
ivables
44.31
29.08
4.49
(interval pay
men
t)-
--
31 D
ec77
.88
33.57
4.49
123
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Pr
oper
ty P
erfect In
tern
ationa
l
Pte.Ltd
(PPI
)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Ch
airm
an of th
e co
mpa
ny
(Dr.T
awatch
ai N
akata)
is a
dire
ctor
.
- Ch
ief E
xecu
tive
Office
r of t
he
compa
ny
(Mr.C
hainid A
dhay
anas
akul) i
s
a dire
ctor
.
Note
* inc
luding
con
version of Y
500 milli
on
loan
(app
rox. B
t154
.8 m
illion
) fro
m
Kiro
ro R
esor
t Holding
s
Co.,
Ltd. **
(KRH
)
Relatio
nship:
- PP
I holds
95.61
%
- Th
e co
mpa
ny holds
in P
PI
100%
- Ch
airm
an o
f the
com
pany
(Dr.T
awatch
ai N
akata)
is a
dire
ctor
.
Chief E
xecu
tive
Office
r of t
he
compa
ny (M
r.Cha
inid
Adha
yana
saku
l) is
a dire
ctor
.
-The
com
pany
’s Co
nsultant
( Bhich
ai R
attaku
l) is
a dire
ctor
.
- W
R’s Co
nsultant (M
r.Jes
d
Jesd
piya
won
g) is
a d
irector
.
Note
** F
ormaly na
med
Sha
re G
roup
Co.,L
td.
PPI loa
ns to
KRH
Loan
PPI e
xten
ded
a loan
to
KRH,
for the
inve
stmen
t in
Kiro
ro R
esor
t and
as
working
capital loa
n. T
he lo
an
was su
bjec
ted
the
step
intere
st ra
tes.
- In 2
012, 1
% p
er a
nnum
- Fro
m 201
3, 0.25-
1.50
% abo
ve PPI
’s av
erag
e fin
ancia
l
cost
Audit C
ommittee
’s Co
mmen
t
The
trans
actio
n is finan
cial a
ssista
nce
for
hote
l
busin
ess ac
quisi
tion ov
erse
as. T
he step intere
st ra
tes
are
reas
onab
le a
nd s
uppo
rtive
to
the
subs
idiary’s
oper
ations
.
On
27 F
ebru
ary
2014
, the
Boa
rd o
f Dire
ctor
s at th
e
1/20
14 m
eetin
g ac
know
ledg
ed th
e co
nver
sion
of th
is
loan
into K
RH’s
equity. K
RH ra
ised the ca
pital b
y 50
0
milli
on y
en (10
0,00
0 sh
ares
at 5,00
0 ap
iece
). Th
e
shar
es w
ere
sold to
PPI
and
with
the
proc
eeds
, KRH
repa
id its loan
to P
PI.
1) T
he lo
an to
equ
ity con
version pr
ice an
d co
ndition
s
reac
hed
by th
e Co
mpa
ny a
nd o
ther
sha
reho
lder
s of
KRH
indica
ted a fair ne
gotia
tion, w
ithou
t influ
ence
from
a co
nflic
ting
individ
ual. (A
t Arm
’s leng
th b
asis)
2) T
he lo
an to
equ
ity con
version
price
repr
esen
ted
a
disc
ount from
the Co
mpa
ny’s
aver
age inve
stmen
t cos
t
and
was
below
KRH’
s pa
id-u
p ca
pital pr
ior to the
trans
actio
n.
1 Ja
n79
4.42
694.42
-
Extra
186.00
100.00
694.42
(repa
ymen
t)(1
84.80)
*-
-
31 D
ec79
5.62
794.42
694.42
Intere
st R
eceive
d
1 Ja
n12
.41
1.57
-
Interval in
tere
st
rece
ivables
35.87
37.90
1.57
(interval p
aymen
t)-
(27.06
)-
31 D
ec48
.28
12.41
1.57
124
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Ki
roro
Res
ort H
olding
s
Co.,
Ltd.* (
KRH)
Relatio
nship:
- PP
I holds
95.61
%
- Th
e co
mpa
ny holds
in P
PI
100%
- Ch
airm
an o
f the
com
pany
(Dr.T
awatch
ai N
akata)
is a
dire
ctor
.
Chief E
xecu
tive
Office
r of t
he
compa
ny (M
r.Cha
inid
Adha
yana
saku
l) is
a dire
ctor
.
-The
com
pany
’s Co
nsultant
(Bhich
ai R
attaku
l) is
a dire
ctor
.
- W
R’s Co
nsultant (M
r.Jes
d
Jesd
piya
wong
) is a
dire
ctor
.
Kabu
shiki
Kaish
a Ki
roro
Asso
ciates
Co., L
td. (
KA)
Relatio
nship:
- KR
H ho
lds 10
0
- PP
I holds
KR
H 95
.61%
- PF
holds
PP
I 100
%
- Cha
irman
of the
com
pany
(D
r.
Tawa
tcha
i Nak
ata)
is a
dire
ctor
.
- Ch
ief E
xecu
tive
Office
r of t
he
com
pany
(Mr.
Chain
id
Adha
yana
saku
l) is
a dire
ctor
.
KRH
loan
s to
KA
Loan
253.30
96.73*
*10
8.13
KRH
extend
ed a w
orkin
g ca
pital loa
n to K
A, cha
rging
2% p
er a
nnum
.
Audit C
ommittee
’s Co
mmen
t
1) N
eces
sary fina
ncial a
ssist
ance
to K
A.
2)Th
e intere
st ch
arge
is re
ason
able, tak
ing into acc
ount
KA’s
perfo
rman
ce.
Intere
st R
eceive
d10
.54
8.94
2.70
Intere
st
Rece
ivables
19.02
11.02
2.70
KRH
mad
e an
adva
nce
paym
ent t
o
KA
Reve
nue
from
Leas
ing
110.73
113.60
34.11
KRH
leas
ed ass
ets t
o KA
to ope
rate th
e ho
tel b
usines
s.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was to sup
port
KA’s
oper
ations
.
2)Th
e le
asin
g fe
e was
joi
ntly d
eter
min
ed a
nd
reas
onab
le.
Debtor
5.91
19.72
10.64
Service
char
ge
Administ
rativ
e Co
st40
.89
19.55
0.54
KRH
use
d KA
’s ho
tel s
ervic
es.
Audit C
ommittee
’s Co
mmen
t
Norm
al tran
saction, und
er sim
ilar s
ervic
e ch
arge
s an
d
cond
ition
levie
d on
outsid
ers.
Cred
itors
0.16
0.44
-
Note:
*For
mer
ly nam
ed Sh
are Gro
up C
o.,
Ltd.
**Lo
an in
crea
sed du
ring the ye
ar but
the
book
ed fi
gure
dec
reas
ed d
ue
to t
he c
onve
rsio
n of
yen
-
deno
minated
loan
s to T
hai b
aht
KRH
mad
e an
adva
nce
paym
ent t
o
KA
Debtor
0.72
1.89
-KR
H ad
vanc
ed th
e op
erating
expe
nses
for K
A.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was ac
tual,
2) K
A wa
s ch
arge
d at cos
t.
KA m
ade an
adva
nce
paym
ent t
o
KRH
Cred
itors
53.91
3.29
-KA
adv
ance
d the
oper
ating
expe
nses
for K
RH.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was ac
tual,
2) K
RH w
as cha
rged
at c
ost.
125
4. T
rans
actio
ns b
etw
een
subs
idia
ries
and
conn
ecte
d in
divi
dual
s/en
titie
s
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Am
ount
(Mill
ion
Baht
)
Pric
ing
polic
y20
1420
1320
12
Related
Person
Mr.P
orns
wat
Katech
ulas
riroj(M
r.Por
nswa
t )
Relatio
nship:
- Th
e co
mpa
ny’s
exec
utive
Bright D
evelop
men
t Ba
ngko
k Com
pany
Limite
d (B
D)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s
exec
utive
s (M
r.
Porn
swat K
atec
halasriro
f and
Ms.Si
rirat
Won
gwattana
) are
dire
ctor
s.
- Th
e co
mpa
ny’s
employ
ees (M
r.
Nantac
hart
Kliebp
hipa
t) is
a dire
ctor
.
Buy un
it of
cond
ominium
Of B
D
Sale
Cost
--
-Re
servation
of 1
unit o
f iCo
ndo
Sukh
apiban
2
cond
ominium p
roject.
Audit C
ommittee
’s Co
mmen
t
Norm
al bu
sines
s tra
nsac
tion, u
nder the
welf
are
cond
ition t
o awa
rd a
disco
unt to
staff. T
he C
ompa
ny
has the
policy to sup
port
staff in
havin
g their
own
acco
mmod
ation
.
Depo
sit ,
Down
Paym
ent a
nd
trans
fee
cost
-1.74
-
Sale C
ost
--
1.91
Rese
rvation
of 1
unit i
n icon
do P
hetkas
em 3
9
cond
ominium
Audit C
ommittee
’s Co
mmen
t
Norm
al bu
sines
s tra
nsac
tion, u
nder the
welf
are
cond
ition t
o awa
rd a
disco
unt to
staff. T
he C
ompa
ny
has the
policy to sup
port
staff in
havin
g their
own
acco
mmod
ation
.
Depo
sit ,
Down
Paym
ent a
nd
trans
fee
cost
1.83
0.03
0.05
Adva
nce
paym
ent f
or
Land
pur
chas
e
1 Ja
n-
--
BD m
ade an
adv
ance
pay
men
t to Mr. Po
rnsw
at,
for t
he p
urch
ase
of la
nd o
n Su
khap
hiba
n Ro
ad
and B
ang K
hae p
urch
ased
for future d
evelop
men
t.
Audit C
ommittee
’s Co
mmen
t
The
tran
saction wa
s to sup
port
BD’s
operations
and ap
prov
ed by CE
O.
Intere
st
rece
ivables
--
26.00
Intere
st re
ceive
d-
-(2
6.00
)
31 D
ec-
--
126
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Am
ount
(Mill
ion
Baht
)
Pric
ing
polic
y20
1420
1320
12
(Mr.J
esd
Jesd
piya
wong
*
(Mr.J
esd)
Relatio
nship:
Dire
ctor
of K
RH
Note:
*Res
igne
d on
Feb
ruar
y 20
15
We Re
tail Pu
blic C
ompa
ny L
imite
d (W
R)
Relatio
nship
:
- Th
e co
mpa
ny holds
93
.31%
- Cha
irman
of the
compa
ny (Dr
.Taw
atch
ai
Naka
ta) i
s a
dire
ctor
.
- Chief E
xecu
tive Di
rector
of t
he com
pany
(Mr.C
hainid A
dhay
anas
akul) is a dire
ctor
.
- Th
e co
mpa
ny’s
exec
utive
(Mr.
Pram
ote
Rerm
yind
ee) i
s a
dire
ctor
.
- Con
sulta
nt a
nd S
ub-C
ommittee
* of the
compa
ny
(Mr.B
oonliam
Lua
ngna
ktho
ngde
e) is
a
dire
ctor
.
- Su
b-Co
mmittee
** of th
e co
mpa
ny
(Mr.C
herd
sak Ko
okiatnun
t) is
a dire
ctor
.
Note:
**Ri
sk M
anag
emen
t com
mittee
Fina
ncial
Cons
ultant
Cons
ultant
inco
me
1.20
1.00
-W
R hire
d a sp
ecializ
ed fin
ancia
l adv
isor for
adv
ice
and
coor
dina
tion
with fo
reign
inve
stor
s. T
he fe
e
is no
t abo
ve m
arke
t rate.
Audit C
ommittee
’s Co
mmen
t
1) T
he tra
nsac
tion
was
to s
uppo
rt Co
mpa
ny’s
operations
and i
n line
with
norm
al bu
sinss
prac
tices
.
2) The
pric
e an
d co
nditio
n wa
s rea
sona
ble an
d no
t
abov
e marke
t rate.
127
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Dr.B
unthiw
a Ng
owsir
iman
ee
(Dr.B
unthiw
a)
Relatio
nship:
Dr.Taw
atch
ai N
akata’s
sister
,
Chairm
an o
f the
com
pany
and
The
compa
ny’s e
mploy
ees
Bright D
evelop
men
t
Bang
kok Co
mpa
ny L
imite
d (B
D)
Relatio
nship
:
- The
com
pany
holds
100
%.
- Th
e co
mpa
ny’s
exec
utive
s (M
r.Porns
wat
Katech
alasriro
f an
d M
s.Sirir
at W
ongw
attana
)
are directors.
- The
compa
ny’s
employ
ees (
Mr.N
antach
art
Kliebp
hipat) is a director.
Buy un
it of
cond
ominium
Of B
D
Sale C
ost
--
-Re
servation of 2 units of ico
ndo Su
khap
iban
2 co
ndom
inium p
roject.
Audit C
ommittee
’s Co
mmen
t
Norm
al bu
sines
s tra
nsac
tion, und
er th
e we
lfare
cond
ition
to a
ward a
disc
ount to
staff.
The
Compa
ny ha
s the
policy t
o sup
port s
taff in h
aving
their
own
acc
ommod
ation
.
Depo
sit ,
Down
Paym
ent a
nd
trans
fee
cost
2.76
--
Area
Lea
sing
Reve
nue
from
Leas
ing
0.27
0.07
-Dr.
Bunt
hiwa
leas
ed h
er c
ondo
minium in
iCon
do S
ukha
phiban
2 project to
BD,
servin
g
as its sa
le offic
e.
Audit C
ommittee
’s Co
mmen
t
1) T
he tra
nsac
tion
is in
line
with
nor
mal
busin
ess p
ractice
s. BD
and D
r. Bu
nthiw
a jointly
set th
e pr
ice
and
ente
red
into
a w
ritte
n
agreem
ent.
2) T
he re
nt a
nd c
onditio
n is
reas
onab
le a
nd
compa
rativ
e to m
arke
t rate.
Ms.Po
rnch
an
Katech
ulas
riroj
(Ms.Po
rnch
an )
Relatio
nship:
Mr.P
orns
wat
Katec
hulasriro
j’s
sister,T
he co
mpa
ny’s
exec
utive
Bright D
evelop
men
t Ba
ngko
k Com
pany
Limite
d (B
D)
Relatio
nship
:
-The
com
pany
holds
100
%.
-The
com
pany
’s ex
ecutive
s (M
r.Por
nswat
Katech
alas
rirof an
d Ms.Sirirat W
ongw
attana
)
are
dire
ctor
s.
- The
compa
ny’s
employ
ees (
Mr.N
antach
art
Kliebp
hipa
t) is
a dire
ctor
.
Buy un
it of
cond
ominium
Of B
D
Sale C
ost
--
-Re
servation o
f 1 un
it of ic
ondo
Nga
mwo
ngwa
n
cond
ominium p
roject.
Audit C
ommittee
’s Co
mmen
t
1) T
he tra
nsac
tion
is in
line
with
nor
mal
busin
ess prac
tices
.
2) The
price
and c
onditio
n is t
he sa
me a
s tho
se
offered to outsid
ers.
Depo
sit, D
own
Paym
ent a
nd
trans
fee
cost
-1.13
-
128
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Related
Lega
l Entity
Est
ate
Per
fect
Com
pany
Limite
d (E
P)
Relatio
nship:
- PF
holds
10
0%
- Th
e co
mpa
ny’s e
xecu
tives
(Mr.W
icha
rn
Siriw
etwar
awut
and
Ms.Si
rirat
Won
gwat
tana
) ar
e
dire
ctor
s.
- Th
e co
mpa
ny’s e
mploy
ees
(Mr.W
asan
Srir
attana
pong
and
Mr.
Kritp
as P
ongp
akaw
at) ar
e
dire
ctor
s.
Center
of S
tand
ard Pr
ecas
t Co., L
td. (CS
P)
Relatio
nship:
- CS
P ho
lds P-
PREF
AB 49
%
- PF
holds
P-P
REFA
B 5
1%
- No individ
ual w
ith co
nflic
t of in
tere
st holds
shar
es o
r sits
in th
e bo
ard
of d
irector
s.
EP con
tracted
CSP
for t
he
prod
uctio
n an
d
installatio
n of
prefab
mater
ials
Value
of C
ontra
ct11
.11
0.44
19.53
EP hire
d P-
PREF
AB to
produ
ce, a
ssem
ble and
install co
nstru
ction
material
s for EP
’s ho
using
proje
cts.
Audit C
ommittee
’s Co
mmen
t
1) N
ormal bus
ines
s tra
nsac
tion, com
pleted
at
the
mutua
lly-a
gree
d price
and
und
er w
ritten
contract
2) T
he trans
actio
n price
and
con
ditio
n wa
s
reas
onab
le and
com
parativ
e to m
arke
t pric
e.
Cons
truction
Cost
6.13
0.40
29.77
Adva
nce Pa
ymen
t
Contra
ctor
0.02
0.01
-
Trad
e Cr
edito
r 3.53
0.70
1.65
Banc
hong
and
Vidhy
a La
w O
ffice
Co., L
td.
(Ban
chon
g La
w Office
)
Relatio
nship:
- Le
gal E
ntity
which
Mr.V
idhy
a Na
tiviva
t,
the
compa
ny’s
dire
ctor
, is
a dire
ctor
and
major
Sha
reho
lder
.
Law
cons
ultant
cost
Administ
rativ
e Co
st-
0.04
-Sp
ecializ
ed leg
al a
dvisor
hire
d to
rev
iew
registratio
n do
cumen
t and
doc
umen
t invo
lving
the
EP’s
oper
ations
. The
fee
offere
d to th
e
law
firm is
not a
bove
mar
ket r
ates
.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was
to s
moo
th th
e EP
’s
oper
ations
and
in line
with
nor
mal b
usines
s
prac
tice.
2) The
fee an
d co
ndition
was
reas
onab
le and
not a
bove
mar
ket r
ates
.
129
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Br
ight D
evelop
men
t Ba
ngko
k
Compa
ny L
imite
d (B
D)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s e
xecu
tives
(Mr.P
orns
wat K
atec
halasriro
f
and
Ms.Si
rirat W
ongw
attana
)
are
dire
ctor
s.
- Th
e co
mpa
ny’s e
mploy
ees
(Mr.N
antach
art Kl
iebp
hipa
t) is
a dire
ctor
.
Banc
hong
and
Vidhy
a La
w Office
Co., L
td.
(Ban
chon
g La
w Office
)
Relatio
nship:
- Le
gal E
ntity
which
Mr.V
idhy
a Na
tiviva
t,
the
compa
ny’s
dire
ctor
, is
a dire
ctor
and
major
sha
reho
lder
.
Law
cons
ultant
cost
Administ
rativ
e Co
st-
0.06
-Sp
ecializ
ed le
gal a
dviso
r hire
d for leg
al adv
ice
and
the
revie
w of re
gistra
tion
docu
men
t and
docu
men
t inv
olvin
g the BD
’s op
erations
. The
fee offere
d to th
e law
firm is
not abo
ve m
arke
t
rates.
Audit C
ommittee
’s Co
mmen
t
1) T
he t
rans
actio
n was
to
smoo
th B
D’s
oper
ations
and
in line
with
nor
mal b
usines
s
prac
tice.
2) T
he fe
e an
d co
ndition
was
reas
onab
le and
not a
bove
mar
ket r
ates
.
130
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Res
iden
ce N
umbe
r Nin
e
Compa
ny Lim
ited (R
9)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s e
xecu
tives
(Mr.W
icha
rn S
iriwet
war
awut
and
Ms.Si
rirat
Won
gwat
tana
)
- T
he c
ompa
ny’s
employ
ees
(Mr.P
ornc
hai Ke
tlek
and
Mr.
San
petc
h Suk
kase
m)
are
dire
ctor
s.
Center
of S
tand
ard Pr
ecas
t Co., L
td. (CS
P)
Relatio
nship:
- CS
P ho
lds P-
PREF
AB 49
%
- PF
holds
P-
PREF
AB 51
%
- No individ
ual w
ith co
nflic
t of in
tere
st holds
shar
es o
r sits
in th
e bo
ard
of d
irector
s.
R9 con
tracted
CSP
for t
he
prod
uctio
n
Value
of C
ontra
ct-
-6.28
R9 h
ired
CSP
to p
rodu
ce, a
ssem
ble a
nd in
stall
cons
tructi
on m
aterials f
or R
9’s hou
sing proje
cts.
Audit C
ommittee
’s Co
mmen
t
1) N
ormal bus
ines
s tra
nsac
tion, com
pleted
at
the
mutua
lly-a
gree
d price
and
und
er w
ritten
contract.
2) T
he trans
actio
n price
and
con
ditio
n wa
s
reas
onab
le and
com
parativ
e to m
arke
t pric
e.
Cons
truction
Cost
-0.32
10.32
Adva
nce Pa
ymen
t
Contra
ctor
--
0.01
Trad
e Cr
edito
r-
-0.48
Banc
hong
and
Vidhy
a La
w Office
Co., L
td.
(Ban
chon
g La
w Office
)
Relatio
nship:
- Le
gal E
ntity
which
Mr.V
idhy
a Na
tiviva
t,
the
compa
ny’s
dire
ctor
, is
a dire
ctor
and
major
sha
reho
lder
.
Law
cons
ultant
cost
Administ
rativ
e Co
st-
0.03
-Sp
ecializ
ed leg
al a
dvisor
hire
d fo
r lega
l
advic
e, re
view
the re
gistra
tion do
cumen
t and
docu
men
t related
to R
9’s o
pera
tions
. The
fee
offere
d to th
e law
firm is
not a
bove
mar
ket
rates.
Audit C
ommittee
’s Co
mmen
t
1) T
he t
rans
actio
n was
to
smoo
th R
9’s
oper
ations
and
in line
with
nor
mal b
usines
s
prac
tice.
2) The
fee an
d co
ndition
was
reas
onab
le and
not a
bove
mar
ket r
ates
.
131
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12Pe
rfect S
port
Club
Com
pany
Limite
d (P
SC)
Relatio
nship
:
-The
com
pany
holds
100
%.
-The
com
pany
’s dire
ctor
(Mr.
Phaira
t S
enac
hack
) is a
dire
ctor
.
-The
com
pany
’s em
ploy
ees
(Mr.W
asan
Srir
attana
pong
,
Mr.N
antach
art K
liebp
hipa
t,
Mr.
Kritp
as P
ongp
akaw
at a
nd
Mr.S
aran
yu A
dhay
anas
akul)
are
dire
ctor
s.
Banc
hong
and
Vidhy
a La
w Office
Co., L
td.
(Ban
chon
g La
w Office
)
Relatio
nship:
- Le
gal E
ntity
which
Mr.V
idhy
a Na
tiviva
t,
the
compa
ny’s
dire
ctor
, is
a dire
ctor
and
major
sha
reho
lder
.
Law
cons
ultant
cost
Administ
rativ
e Co
st-
0.01
-Sp
ecializ
ed le
gal a
dviso
r hire
d for leg
al adv
ice,
a re
view
of the
reg
istra
tion
docu
men
t an
d
docu
men
t related
to PSC
’s op
erations
. The
fee
offered t
o the
law
firm is no
t abo
ve m
arke
t rates
.
Audit C
ommittee
’s Co
mmen
t
1) T
he tra
nsac
tion
was
to
smoo
th P
SC’s
oper
ations
and
in line
with
nor
mal b
usines
s
prac
tice.
2) The
fee an
d co
ndition
was
reas
onab
le and
not a
bove
mar
ket r
ates
.
U&I C
onstru
ction Ba
ngko
k Co.,
Ltd. (U
&I)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%.
- Th
e co
mpa
ny’s e
mploy
ees
(Mr.
Kritp
as P
ongp
akaw
at) is a
dire
ctor
.
Smar
t Think
Co., L
td.
(Smar
t Think
)
Relatio
nship
:
- Leg
al E
ntity
, Mrs.O
rasa
Siriwe
twar
awut,
Mr.W
icha
rn Si
riwetwa
rawu
t’s w
ife the
co
mpa
ny’s
dire
ctor
, is an
owne
r.
Fee in o
btaining
wor
k pe
rmits
for
fore
ign
worker
s
Misc
ellane
ous
expe
nses
-0.06
-U&
I hire
d Sm
art T
hink
, a la
bor c
onsu
ltant, to
apply
for o
fficial w
ork
perm
its fo
r its fo
reign
worker
s.
Audit C
ommittee
’s Co
mmen
t
1) T
he trans
actio
n wa
s in li
ne w
ith n
ormal
busin
ess pratcie
s.
2) T
he fe
e an
d co
nditio
n wa
s reas
onab
le and
not a
bove
marke
t rates
.
132
ANNUAL REPORT 2014
Lega
l Ent
ity /
Rela
tions
hip
Tran
sact
ion
Amou
nt (M
illio
n Ba
ht)
Pric
ing
polic
y20
1420
1320
12
Unilo
ft Se
rvice
(Tha
iland
) Co., L
td. (UN
ILOFT
)
Relatio
nship
:
- Th
e co
mpa
ny holds
100
%
- Th
e co
mpa
ny’s e
mploy
ees
(Mr.S
aran
yu
Adha
yana
saku
l,
Mr.N
atth
apho
n Su
eb-A
m a
nd M
r.Jam
es
Stev
enso
n W
orbo
ys) a
re d
irector
s.
- Su
b-Co
mmittee
* of t
he com
pany
(Mr.C
herd
sak Ko
okiatnun
t) is
a dire
ctor
.
- Es
tate’s
employ
ees (M
r.Pra
thom
pob
Intr-
Bum
rong
)
is a
dire
ctor
.No
te
* Risk
Man
agem
ent C
ommittee
Banc
hong
and
Vidhy
a La
w Office
Co., L
td.
(Ban
chon
g La
w Office
)
Relatio
nship:
- Leg
al E
ntity
which
Mr.V
idhy
a Na
tiviva
t,
the
compa
ny’s
dire
ctor
, is a
dire
ctor
and
major
Sha
reho
lder
.
Law
cons
ultant
cost
Administ
rativ
e
Cost
-0.07
-Sp
ecializ
ed leg
al a
dvisor
hire
d for
lega
l
advic
e, a
revie
w of th
e reg
istratio
n doc
umen
t
and d
ocum
ent related
to U
niloft’s o
peratio
ns.
The fee offere
d to th
e law
firm is
not abo
ve
mar
ket r
ates
.
Audit C
ommittee
’s Co
mmen
t
1) T
he tr
ansa
ction
was
to s
moo
th P
SC’s
oper
ations
and
in lin
e wi
th nor
mal bus
ines
s
prac
tice.
2) T
he fe
e an
d co
ndition
was
reas
onab
le
and
not a
bove
mar
ket r
ates
.
5. I
nfor
mat
ion
on o
ther
sub
sidi
arie
s an
d jo
int v
entu
res
whi
ch m
ade
no c
onne
cted
tran
sact
ions
with
the
C
ompa
ny a
nd s
ubsi
diar
ies
durin
g 20
12 -
2014
Lega
l Ent
ityRe
latio
nshi
pTr
ansa
ctio
n
The
subs
idiarie
s
Ramintra
l Mall C
o., L
td.
* For
mer
ly n
amed
Mar
iya
Stuff C
o., L
td, a
cquire
d in A
ugus
t 201
3
- PF
holds
100
%
- Ch
ief E
xecu
tive
Dire
ctor
of t
he com
pany
(Mr.C
hainid Ad
haya
nasa
kul)
is a
dire
ctor
.
- Th
e co
mpa
ny’s
exec
utive
(Mr.
Pram
ote
Rer
myind
ee) i
s a
dire
ctor
.No
ne
The
Affili
ates
Real S
ervic
e Co
., Ltd. (R
S)
- PF
holds
19%
- The
com
pany
’s em
ploy
ees (M
r. Sa
nphe
t Suk
kase
m and
Mr.C
hainar
ng N
gern
sopa
) are
dire
ctor
sNo
ne
133
1. Business risks Risks from fiercer competition in residential market
The residential market has remained under the influence of large-sized developers, who have been able to adjust themselves
to high market volatility. Large-sized developers also own greater potential in the business, with access to various sources of
fund thanks to confidence from investors and financial institutions. With the realisation in this risk, the Company has put its focus
on research and development to enhance the competitiveness. Detailed study of target customers is emphaised, as well as
surveys of market demands. The Company places emphasis on locations, project layout, architectural designs, usable space,
value for money and clear categorization of target customers. The Company also works out with financial institutions to increase
consumers’ purchasing power and reduce their financial burden. This has been the Company’s leverage in competing against
other major developers.
Risk from construction cost and project financingThe Company and subsidies’ main business is to develop residential units for sale. In 2014, land and house sale
accounted fro 49.1% of total revenue, while revenue from condominium units stood at 28.7%. As the ratio of house sale is
huge and it is the Company’s policy to sell only complete houses, no payments are received prior to the sale and advance
funding for the construction grows accordingly. There are also uncertainties that may affect target customers’ purchasing
power and decision. For example, (1) the employment rate and household income which changes accordingly to the macro-
economic outlook of Thailand and the world, (2) mortgage rates and commercial banks’ lending policy, (3) government
supports, and etc. This produces a risk that the Company may be unable to sell houses. Inventory would also rise, which
will affect the Company’s liquidity and profitability.
The Company has defined the following measures to cope with the risk.
1. Consumer behavior survey: All visitors at project sites are asked about their spending budget, preferable designs,
land area, and etc. Combined with historical data, the Company can analyze consumer demands. As a large-sized
developer which has stayed in the business for nearly 30 years, the Company has an advantage in terms of market
data, experience and understanding of target customers’ preferences.
2. The Company carries out the construction of single houses and townhouses in each project phase by phase. Contractors
are hired accordingly to the construction plan. The construction work depends largely on the orders, to keep inventory
low. The average inventory is maintained accordingly to the grand plan, to balance the number of complete and
underconstruction houses. When sale activities do not meet targets, the Company can speedily adjust the construction
work. Or when customers’ preferences significantly change, the Company can adjust the size accordingly. On a change
in purchasing power, the Company can adjust the property size so that the unit price is lowered to meet their
purchasing power.
3. On condominium development, though the Company can partly finance the construction with down payments,
the Company still requires a huge sum of money. This requires attention in cost management. The Company’s
condominium projects are put into two categories: low-rise which is no higher than 8 storeys and high-rise of
which height. The construction period of the two types is 12-14 months for low-rises and 18-24 months for high-
rises. Low-rise and high-rise development ratio is maintained at an appropriate level, to facilitate construction
RISK FACTORS
134
ANNUAL REPORT 2014
management and respond to sale activities, revenue realization and financial supports from financial institutions.
4. The Company has clear financing plans for each project. Positive sale activities of the old projects have allowed the
Company and subsidiaries to win long-term loans from financial institutions, which were confident in the projects’
potential. Meanwhile, though demand for working capital increases in line with the launch of new projects, the Company
has shown no difficulty in financing the debt as revenue from other projects can also be used as working capital. (More
in Item: Risk from access to funding, ability to pay)
Risk from political and economic uncertainties In the second half of 2013 through the first half of 2014, political instability put a brake or stalled public projects. Plus
lower purchasing power and more stringent lending policy at commercial banks, this affected residential property demand.
All developers witnessed direct impacts on sale activities and property transfers.
The Company adjusted business strategies in line with the political and economic situation. For instance, attention was
placed on the launch of new projects, the purchase of new land plots, construction and cash flow management. Project development
was adjusted accordingly. The construction volume was in line with sale revenue, to limit inventory. New project launch and land
purchases were put off, to achieve effective cash flow management and lower risks from political and economic uncertainties.
Risk from deterioration or outdated designs of houses, townhouses and condominium in stock The Company and subsidiaries pre-determined sell prices and selling period of each project, in line with construction
plans. If the Company cannot meet sale target, the Company and subsidiaries would end up with some left-over single
houses, townhouses and condominium units. The deterioration and outdated designs of the property could pose a risk, as
it demands expenses for the maintenance. The units could also end up being sold at the below-cost prices.
Nevertheless, the Company is confident that the Company and subsidiaries’ single house, townhouse and condominium
projects will win positive response thanks to attractive selling points and the marketing plans tailored for each target group.
The projects are located in potential areas and priced appropriately. Our business group’s sale target and revenue has been
close to targets. When the Company has a plan to boost sales at a particular project, PR strategies would be adjusted while
new marketing promotion would be introduced. For example, discount for the last unit, promotion through sale officers, or
other offers.
2. Construction-related risks Risk from construction cost volatility
Construction materials are main raw materials of property development. A significant increase in construction materials
prices could raise the construction cost. The Commerce Ministry’s date showed that the average price of construction
materials edged up by 0.7% in 2014, compared to the 2013 level, due to the overall contraction in construction works. In
the first half of 2014, public construction projects suffered from several problems like political uncertainties and economic
slowdown. The value of public and private projects contracted, while steel and oil prices declined. These factors should
further keep the increase in construction materials prices at a low pace in 2015. As such, risk from the volatility on the
Company’s development cost would be limited.
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However, the Company has continuously emphasized on the management of the increasing development cost of low-
rise projects. Concerning single house and townhouse projects, the Company controls the construction materials prices risk
by sourcing the materials directly from manufacturers. Manufacturers are invited to a bid, allowing the Company to compare
and test the quality of the materials. While the materials are sourced at a right price, the delivery period can be pre-determined
to reduce the risk of a possible price increase. Economy of scale is achieved. The same method is applied with the
procurement of several items for condominium development, such as tiles, sanitary ware and air-conditioners. This effectively
increase the Company’s bargaining power in setting the prices.
Moreover, a business unit is directly in charge of monitoring price movement, to effectively keep updated on the prices
and control the construction cost.
Risk from contractor and labor shortage Focus is placed on contractors. Contractors with good track records will be put in the Company’s database, ready for
the selection to handle the construction of the Company’s and subsidiaries’ projects. The Company adheres to a transparent
policy in awarding construction volume to each contractor. Payments are completed on time and contractors are also entitled
to other kinds of assistance. The Company also opens the door for new contractors, who will be selected based on their
capacity and credentials, in preparation for future expansion.
The Company and subsidiaries have awarded contracts to over 100 medium and small-sized contractors. Their
qualification and construction cost will be determined before the contracts are signed. The delivery date is also clearly defined
in the contracts. This allows the Company not to depend on a particular contractor. The Company has maintained good
relationship with contractors through the supply chain management, which helps procure construction materials for the
contractors. Training is on offer, while contractors are categorized accordingly to the quality of their work. Construction cost
is fairly adjusted accordingly to market conditions and the prices of construction materials, which have risen on an increase
in minimum wage. All contractors are subjected to similar requirements.
In the past few years, Italian-Thai Development Public Company Limited and Saeng Fa Construction Co Ltd have been
the primary construction firms for condominium projects of the Company and subsidiaries, thanks to their best offers compared
to those offered by other companies joining the bids. However, the Company and subsidiaries do not strike any monopolistic
or long-term contract with the two companies. The door is open for other qualified companies that may offer the best offers
in future bids.
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To cope with the Asean Economic Community that may lead to labor shortage, the Company has introduced the
prefabrication or precast construction technology, which allows the installation of finished walls and other items. The ratio
of precast houses has been raised to reduce the construction period and allows the Company to reduce its dependence on
skilled labor. The Company established Perfect Prefab Co Ltd in 2011, to manufacture finished construction parts for single
houses and townhouse, wall panels of projects’ fences, as well as parts for condominium projects. The subsidiary is able
to supply materials for 500 houses per annum.
The Company also established U & I Construction Bangkok Co Ltd as a wholly-owned subsidiary. It involves in the
construction business, able to handle the construction of single houses, twin houses, townhouses and low-rise condominium
buildings for the group. Flexibility in construction management increases as the Company focuses on the supply chain
management and the selection of qualified contractors. This also allows the Company to control the construction cost and
construction period. The construction volume and quality can be maintained, while risk of qualified contractor shortage is
reduced. The construction of high-rise condominium projects are carried out under Turnkey Construction Contracts with
large-sized contractors, allowing the Company to effectively control the construction cost, quality, and duration.
3. Administrative and management risks Risk from guarantee to subsidiaries
The Company’s outstanding loan guarantee to subsidiaries stood at Bt9,430.8 million, as of 31 December 2014.
The guarantee could pose a risk if the subsidiaries cannot repay the principal and interest to their creditors. However,
these subsidiaries borrowed the sum to finance development projects, which are their main business purpose. The Company
has a policy in place to closely monitor the subsidiaries’ operations, which should guarantee that they can meet debt
obligations with their own profits and cash flow. The risk from the loan guarantee to subsidiaries thus remains low.
4. Financial risks Risk from access to funding and debt repayment ability
The property development business requires huge capital. The company’s policy to boost liquidity is through establishing
relationship with several commercial banks. All the projects under development have won supports from financial institutions.
Their offers will be considered so that the company wins the most appropriate cost of fund. The company has also issued
unsubordinated and unsecured debentures, with short and long-term maturity depending on requirements, to finance the
property development and grow business. (Details in “Securities and Holders”) The debentures have been warmly welcomed
by investors, thanks to the company’s reputation and business track record.
As of 31 December 2014, the Company’s current liabilities stood at Bt13,941.21 million. Key items are debentures with
less than 1 year in maturity, worth totally Bt8,978.72 million; long-term loans due within 1 year worth Bt747.14 million; bill
of exchange and promissory notes worth Bt1,360.63 million; and trade and other credits worth Bt2,411.47 million.
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The Company repays term loans from financial institutions accordingly to the transfer of properties. As of 31 December
2014, the combined value of the Company and subsidiaries’ under-development projects was Bt32,091.33 million. On the
date, the Company and subsidiaries had access to outstanding overdraft credit worth Bt9,988.16 million, which could support
the operations. The Company has so far redeemed debentures and repaid short-term loans with working capital as well as
the introduction of new bonds. The Company has so far repaid loans to all creditors on schedule and been able to maintain
key financial ratios as specified in the debenture prospectus and short-term loan contracts.
Risk from obligation to maintain the debt to equity ratio at 2:1 The Company is obligated to maintain the debt to equity ratio at the end of each quarter at 2:1. As of 31 December
2014, the ratio was 1.83:1. If the Company cannot maintain the ratio as agreed, a default is possible. However, a default
would take place only when the ratio is above and is not brought back to the specified level at the end of the next quarter.
This clause gives time to the Company to fix the financing structure. The ratio has risen to an abnormally high level in the
past 2-3 years due to the investment in several new projects by the Company and subsidiaries as well as the investment
in condominium projects of which development duration is longer than low-rise projects. In the long term, the Company is
convinced that the ratio would be lower when the investment pace returns to normal.
* Total net liabilities are total liabilities audited and shown in the consolidated account. The liabilities carry interest
burden or discounting, including financial obligations and future debt possibly arising from loan guarantees or similar obligations
extended to individuals or juristic entities which are not the Company’s subsidiaries.
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Risk from UNIPF’s lease of Uniloft Salaya projectThe Company is the operator and leaser of Uniloft Salaya from Uniloft Property Fund. The project is leased with fixed
rent at Bt43.50 million per annum in the first three years (November 2013 to November 2016). The fund owns the right to
extend the lease contract by another one year. This could pose a risk if the revenue is below the specified rent. The
Company’s management has estimated the loss amount and set aside provisions worth Bt45.30 million in 2013. The provisions
are appropriate and approved by the auditor.
However, during January to December 2014, the project’s occupancy rate was 33%. With the average rentals of Bt7,347
per month, the project generated Bt14.99 million in revenue. The figures differ from the estimated occupancy rate of 49.83%,
rentals at Bt7,500 a month, and total revenue of Bt21.50 million. This required the company to set aside additional provisions
worth Bt24.03 million in 2014. The Company may have to set aside more provisions in the future if the revenue falls below
the estimates applied for the current provisioning base. However, the Company is confident in its management ability and
is convinced that it would achieve the revenue target, which should limit the risk for additional provisions.
Risk from delay in realizing profits from a true sale contract On 28 February 2008, the Company struck a contract to sell 64 houses in Perfect Masterpiece Ekamai-Ramintra and Perfect
Place Ramkhamhaeng-Suvarnabhumi projects worth Bt510 million to Property Perfect Fund. Profit was booked and the value
of the property was cut from the Company’s account in the accounting year. The Company’s 5-year guarantee of minimum
revenue, at Bt55 million per annum, also ended on 31 December 2012. However, though there was no condition on asset
repurchase, the Board of Directors at the 1/2013 meeting on 14 January 2013 agreed to buy back the assets from the fund which
decided to end its existence and put the property on sale as rentals from foreign tenants did not meet targets. The houses were
bought back for Bt505 million, the lowest prices suggested by two independent appraisers. The decision was based on the fact
that the Company was the original owner of the houses and they are located in the projects which are under development. They
should not be sold to other developers.
The Company does not have the policy to repurchase the property or intention to strike a repurchase contract from
any property fund, investment trust or individual in the future. The Company has no power to influence a property fund or
investment trust’s decision to sell assets or end its existence. Such decision depends on circumstances and should generate
the best interests to all investors. This is beyond the Company’s expectation. Normally, a fund or a trust needs to win
investors’ consent for asset sale and follow the asset sale procedures. For example, the asset must be sold in an open bid.
The fund or trust also controls the right to abort the asset sale if offered prices are unreasonable.
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Risk from the pending takeover of Thai Property and Grand Asset Under the plan to take over Thai Property, the Company agrees to tender for all remaining shares of Thai Property and
all shares in Grand Asset to be in line witht eh Chain Principle. The tender offer is conditional: the Company will cancel the
transaction if the combined number of Thai Property shares offered when the tender offer period ends is lower than 75% of
all issued shares. It remains uncertain if the number of shares offered would reach the threshold.
It also remains if Thai Property and Grand Asset shareholders would welcome the tender offer.
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The Board of Directors reviewed the company’s internal control system at the 1/2015 meeting on 26 February 2015,
basing the review on the Securities and Exchange Commission’s revised rules on sufficiency (revision under the COSO
Internal Control - Integrated Framework 2013). The rules cover 5 areas of internal control - internal control, risk management,
operational control, information and communication system and the monitoring system. The Board of Directors resolved
that the company’s internal control is sufficient and appropriate. The responsible workforce is sufficient and the monitoring
system of the operational system of the company and subsidiaries is efficient and able to prevent fraudulent uses of resources.
Detail of the view is as follows;
1. Control Environment1) Integrity and Morality The Board of Directors and the management prescribe the direction and practices based on integrity and ethics,
encompassing daily operations, decision-making guidelines and treatment guidelines for trade partners, customers and others.
In the Code of Conduct, executives and staff are prohibited from taking actions which may be conducive to conflict of
interest. Staff is barred from asking for gifts or other benefits from trade partners, contractors and other related parties.
They must not use the Company’s assets or company name, abuse power for their personal benefits, or commit any
corrupt practices. Violators are subjected to disciplinary actions. Executives and staff at all levels are notified of the
guidelines and penalties.
2) Board of Directors retains independence from the management and have oversight on the operations, human resource development and internal control. The Board of Directors ensures the Company has clear, measurable and practical business goals and determines the roles
and responsibilities of the executive board and executives in accordance with laws and the Company’s charter. This
encompasses the roles of the Audit Committee, the auditor, internal control officers and the persons responsible for financial
reports. The Board of Directors consists of a sufficient number of independent directors who possess knowledge, ability,
credibility and independence.
The Board of Directors also ensures the appropriateness of human resource development and internal control system.
3) The management outlines a compact organizational structure and appropriately deterrmines the authorization and responsibility under the Board of Directors’ oversight, to allow strategic achievements.
The organizational structure is designed accordingly to the Company’s business goals and an effective internal control
is put in place. This covers the division of key tasks to allow check and balance. The internal control unit reports directly
to the Audit Committee and clearly direct report.
High-level executives devise the line of command, considering the authorization, responsibility and intercommunications.
The roles and responsibilities of the Board of Directors, the executive board, executives and staff are clearly specified.
INTERNAL CONTROL AND RISK MANAGEMENT
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4) Commitment to attract, develop and retain talents is asserted. The Company has outlined the policy and practices in attracting, developing and retaining talents. There is an assessment
process and incentive for staff with good performance, which must be made known to executives and staff. The Company
ensures appropriate and sufficient training and puts in place the process to deal with talent shortage or prepared for
the situation.
5) All staff is held responsible for assisting the internal control, for the organization to reach the business goals. The Board of Directors and the management has compulsory schemes to bind all staff to the internal control. Some
practices may be adjusted if necessary. The performance assessment is defined in accordance with the Code of Ethics
and the Company’s goals. Incentives are provided for those successfully honor their parts in following internal control rules.
2. Risk Assessment1) Business goals are clearly and sufficiently defined, to assist the identification and assessment of risks related to the goals. The Company complies with the generally-accepted accounting standards and information is disclosed fully and
accurately. The Risk Management Committee has informed the management and staff of risk management policies
and required their compliance.
2) Risks which may derail business goals are thoroughly identified and evaluated. The Company identifies overall risks which may affect the operations of the organization, business units and departments.
Risks stemming from internal and external factors - including strategic and operational risks, compliance, and ICT-related
risks - are evaluated, taking into the likelihood and possible impacts.
3) Corruption-related risks are taken into account in assessing each department’s risks in achieving the organization’s goals.
The Company assesses the possibility of corrupt practices and ensures operational goals are achievable, Staff incentives
are maintained at the reasonable levels, to discourage staff from commit corrupt practices. The Audit Committee seeks
consultation with the management over the likelihood and preventive and corrective measures.
4) Ability to identify and evaluate risks which may affect the internal control The Company assesses external factors and a change in business trends which may affect the operations, internal
control and financial reports. Sufficient measures are in place to tackle the situation.
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3. Control Activities1) Control measures to keep risks to business goals at acceptable level. The Company’s controlling measures are appropriate to the organizational risks. Written internal control measures
appropriately cover business activities such as the policies and guidelines on financial transactions, procurements, and
general administrative issues. The roles, responsibilities and line of command of executives in each level are clearly
specified, to prevent corruption. The authority on approval, accounting and asset management is separated, to put in
place check and balance.
2) Technology is adopted to enhance internal control.
The Company defines the interconnection in technology adoption in the work process and IT system control. Control
measures for infrastructure and IT system are appropriately specified while the IT system is properly maintained.
3) Control policies, including expectation and work process, are specified to ensure practicality of such policies.
The Company has policies in place to monitor transactions of major shareholders, directors and executives or individuals
related to them. Such transactions must fall through the specified approval process and must be approved by those
without conflict of interest. In this regard, the Company’s interests come first. The transactions must be handled on the
“at arm’s length basis”. There is a process to monitor the operations of subsidiaries and associated companies.
4. Information & Communication1) Sufficient and quality information to support internal control goals
The Company ensures the Board of Directors is equipped with sufficient information for their decision making and
directors receive meeting invitation and related document ahead of the meeting dates, at least within the statutory
period. The meeting minutes contain sufficient details, to allow retrospective investigation into individual directors’
performance. Important document is fully stored.
2) Internal information, including internal control goals and responsibility, is shared to ensure supports to the task.
The Company has put in place an effective process and channels to disseminate internal information. The Board of
Director is regularly fed with significant information. The directors can access the information necessary for their work
or review any issues. A secret and sound channel is open to receive complaints or reports on fraudulent practices from
those working in the organization.
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3) External communication on issues that may affect internal control The Company has established effective communication channel with outside stakeholders. Investor Relations are in
place to provide information to investors.
5. Monitoring Activities1) Internal control monitoring and assessment to ensure sufficiency and suitability The Company has the process to monitor compliance to the Code of Ethics. Executives and staff are prohibited from
any actions conducive to the conflict of interest, being monitored by supervisors of each department and internal control
unit which reports directly to the Audit Committee. Internal control officers are encouraged to comply with the International
Standard for The Professional Practice of Internal Auditing (IIA).
2) Prompt evaluation and report on internal control discrepancies to responsible persons, high-level executives and the Board of Directors
The Company has closely monitored and promptly tackled internal control discrepancies. In the likelihood of serious
fraudulent practices, law violation or other irregular activities, the management will immediately inform the Board of
Directors. Reports on key discrepancies and solutions are also submitted to the Board of Directors and the Audit
Committee in a timely manner.
The Audit Committee views that the Company’s internal control is in line with the Board of Directors’ policy. The auditor,
Mr. Supachai Panyawatano of EY Co.,Ltd, did not identify significant discrepancies in the internal control, which may
cause damage to the Company. However, during the year, the auditor submitted some remarks on the internal control
to the Board of Directors, so that the measures can be improved for greater efficiency. Key issues concern long-standing
advance payments for land purchases and a significant discrepancy in a subsidiary’s construction cost estimate and
actual cost.
The internal control unit, supervised by Ms. Duangporn Rermyindee, internal audit director, reports directly to the Audit
Committee. The committee views that she is knowledgeable and capable to lead the unit efficiently and effectively,
(Her education credential and experience is in Attachment 3) The Audit Committee’s approval is necessary to appoint,
dismiss or transfer the unit’s chief.
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Overall PolicyPolicy and Good Governance
Property Perfect Public Company Limited operates the property development business, focusing on properties for sale
and rent. The emphasis is placed on good governance practices, which take into account stakeholders ranging from
consumers, shareholders, employees and suppliers to communities, society and the environment. To ensure that its businesses
properly follow the standard of practices and to avoid the impact on community and environment, the Company has strictly
adhered to the 3 business principles which include:
1. Integrity and Accountability based on professionalism of its employees at every level
2. Transparency in business operation and Good Internal Control System
3. Creation of long-term value to all stakeholders and Fiduciary Duties towards Stakeholders
The Roles of the Board of Directors
Every member of the Board of Directors must have strong leadership skills and be able to control the management
team effectively, ensuring that they can deliver the fair return to the shareholders and all stakeholders. The Board of Directors
will work with the management team to define the Company’s vision, mission, and corporate value for everyone to follow.
The Board of Directors has the responsibilities to comply by the Company’s ethics and laws as well as the stakeholders;
and they should perform their duties with integrity and express their opinions freely. Their roles also include the improvement
of the Company’s business guidelines making sure they are in line the new Code of Conduct principles as defined by the
Stock Exchange of Thailand for the listed companies in the Real Estate and Construction sector, taking into account to
incorporate CSR Best Practices in the implementation of Social and Environmental Responsibility of the Company.
Business Vision
The Company’s business vision is to be a leading real estate development company with continuous and steady growth
plus a strong financial background. It places emphasis on development of property on high potential locations, delivery of
good quality and value-for-money products and services, caring for environment and quality of life that can bring happiness
and satisfaction to customers at every stage of life, based on the Corporate Governance principles. Meanwhile, the good
relationships with the community, society, business partners, employees and shareholders are also firmly placed in the
Company’s vision.
Missions to Take Action
1. Develop the property projects at high potential locations, responding to the needs of consumers, with the products and
services that are of good quality and value for money.
2. Create opportunities for business growth, expansion and gain competitive advantages by focusing on core businesses and
expansion through Merger and Acquisition.
3. Seek business partners who can exchange and share technology, knowledge and expertise in various fields as to maximize
the potentiality in doing businesses.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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4. Develop new business plans and look for innovations to increase efficiency in doing businesses, enabling the Company
to achieve business goals quickly and sustainably.
5. Develop itself to be a business organization which talented people wish to work for, as well as being able to keep
valuable personnel within the organization by motivating employees with clear career path, providing job security and
keep on promoting employees’ personal development continuously.
6. Doing businesses in accordance with the Corporate Governance principles and Social Responsibility taking into account
of all the stakeholders: consumers, shareholders, employees, business partners, as well as communities and environment
that are associated with Corporate Governance principles. The disclosure of information with transparency and the
CSR-in-process and CSR-after-process are also strongly emphasized.
The Roles of Stakeholders In doing the property development business, the projects would affect several stakeholders especially the surrounding
communities. In this regard, the Company would conduct studies and analysis, as well as prepare the Environmental Impact
Report for the projects that are likely to affect the community, with regards to the environmental quality, natural resources
and health hazards as required by the Ministry of Environment and Natural Resources. The Company recognizes the
importance of all stakeholder groups whether they are internal stakeholders such as shareholders and employees; or external
stakeholders such as customers, competitors, creditors (financial institutes, bond holders), business partners (suppliers,
contractors and business partners), the government and other relevant agencies including those involved with communities,
society and and environment. The Company has tried to pursue the fair policies that are appropriate to each of the stakeholder
groups as follow:
Shareholders
The Company is committed to delivering reasonable and fair compensation to the shareholders, while also focusing on the
improvement and development of the business operations to achieve sustainable growth. The Company recognizes the
importance of transparency in the disclosure of information to shareholders, keeping in mind that it must always be accurate,
complete and timely and can be available through various channels including through electronic media of the Stock Exchange
of Thailand, the Company’s website, the announcement on the newspaper, press releases and in written newsletters.
Employees The Company realizes the importance of employees, which is the major driving force of a business organization.
Therefore, the Company is committed to strengthening the relationships between the Company and the employees as
to create unity among each other. This is achieved through various activities such as developing human resources
training policy and ensuring that employees get fair compensation and welfare concretely and continuously. Orientation
for new employees are organized on a monthly basis as to equip them with the proper knowledge, skills, and understandings
about the corporate culture so that they are able to adjust themselves to the working environment quickly. The new
employees will be provided with the clear job description, on-the-job training (OJT) and the opportunity to attend the
workshops of both within and outside the business units which are the platform for them to share and exchange
knowledge, experience, and other information such as economic and social issues or other and relevant innovation.
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The Company focuses on fostering relationships among employees through the team building activities so that they
get to know colleagues from other departments and be able to work together smoothly and efficiently. The activities
will be held every year and there are also other events such as New Year Staff Party to establish good relationships
between the management and employees.
The compensation plan is justified by the Remuneration Committee in order to provide fair compensation for the
employees. They also have the duty to consider appropriate staff promotion considering the ability of each individual,
making sure that it is in accordance with the career path.
Employees’ welfare and rights are clearly emphasized to keep employees happy, both physically and mentally, so that
they feel motivated to work at full capacity. Welfare include the public holidays, insurance, compensation fund, the right
for annual leave, sick leave, vacation leave, maternity leave, ordination leave, leave for sterilization, military training
leave, leave for training, health and life insurance, health insurance for OPD, provident fund, and scholarships. For
employees who want to buy a residential house or unit managed by the Company, they will also get special discount
as an employee. They are also allowed to use the Sport Club of each project for exercise to keep their health fit and strong.
The Company provides the opportunity to both executives and employees to share their opinion through various internal
communication channels such as the Intranet and newsletter to create a better understanding among every employee.
There are also workshops where staff can offer and exchange ideas directly with management on organizational
development issues. The workshop is quite an effective two-way communication which has received satisfactory
response from the employees. During the workshops, the primary information will be communicated directly and
accurately to create better understandings among employees.
In the near future, the Company plans to provide more communication channels for employees to share their ideas
and opinion, especially those who are working at the project sites who may not easily access to the existing channels.
The attempt is to keep them informed of the changing business situation amidst the high competition. For instance:
- People media: Those who are involved with the business plans will be required to visit sites on a monthly basis as to
get comments and opinion and also to update the information for staff in each project such as updates on the Company’s
new rules, news updates, updates on economic, social or legal trends so that they are able to keep abreast of the
changing situation.
- Create communication channel via Social Network through which Human Resources Department will have to
propose the Company’s year-plan activities and then communicate to employees via these channels.
- Communicate through social activities. In the future, the Company has set the plans to encourage employees to
do more social activities. It will be a good opportunity for employees to meet and share ideas or information for
future development of the organization.
- Provide educational opportunities for employees to study further in the field related the Company’s business, so that
they can apply new knowledge, experience and skills for future use in the business development.
- Provide more learning tools for human resources development, apart from classroom or in-house training within the
organization. Open opportunities for employees to further studies as to acquire new experience, learn of new technology,
innovation, or new techniques and integrate them in the jobs under their responsibility.
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- Keep on improving the compensation management plans in accordance with the changing economic situation,
cost of living and the inflation rates so that employees have sufficient income for living.
- Keep on improving the welfare scheme in accordance with the changing economic and social situation to ensure
of the work-life balance of the employees.
Customers The Company focuses on producing quality products and services with the standards that meet customer satisfaction.
We also place an emphasis on ethics in practice by servicing customers with good care, great responsibility, quality
standard of services as well as providing solutions, and handling customer complaints or suggestions as quickly as
possible. Products and services information will be accurately provided to customers. Customers will be well informed about
the contact information in case of they want to file a complaint or contact the Company about the quality of the product.
Customers Visiting at Site
The Company put emphasis on the customers visiting the project by providing up-to-date information about the project’s
progress, innovation, or new movement about the project for customers. We also follow up with customers, providing them
with updated information, inviting them to revisit the sites any time when the Company organize any activities or launching
new products. We keep in touch with customers using communication channels that does not interfere with customers such
as SMS or E-mail and so on.
Customers who are residents of the project.
The Company places emphasis on customer care. For those who buy residential units in any of the Company’s projects,
they will get consultation in every process starting from the process of buying to getting bank loans, and product delivery
processes. The Company will keep customers informed of the project’s progress as well as provide consultation on
the ownership transfer for a house / a condominium / or a property. In case, the Company cannot meet the agreement,
the customers will be informed and get an offer to change to other property with the similar prices. In case customers
have any particular needs that would benefit to the general public, the Company will provide the solutions that meet
the utmost satisfaction of customers and the public.
The Company also takes into account the customer’s care in every project and tries to build good relationships between
each other. Therefore, the Company has come up with idea to create the quality society under the ‘Happy Living’
concept through which the Company will organize activities continuously throughout the year. This is to emphasize the
creation of livable communities, for the better quality of living. The priority is to provide useful information for customers.
We have the well-trained staff team who would collaborate with other property projects to get useful information regarding
the living and services that would benefit residential members. Activities are considered an essential part which provide
the opportunities for the project owner and customers to interact with each other and join to create good activities together.
The Company considers it essential to provide complete and accurate information to customers so that they can get
updated of any movement. We also have the policy to provide the channel through which customers can express and
share their opinion or tell about their needs so we can develop the management system according to their preferences.
This is to create the better understandings among each other and develop the services further for sustainable growth
in the future.
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Competitors The Company strictly complies by the rules and regulations of the business competition, by adhering to the fairness
and transparency in doing business, supporting the ideas of free and fair competition, avoid entering into any contract
agreement that would lead to unfair competition or trade monopoly, base the business on the reaping mutual benefits
of both parties, avoid searching for or interfering into the trade secrets of the competitors and will not destroy reputation
by using any form of accusations towards business competitors.
Creditors The Company would strictly follows the conditions and contract agreements made with the creditors and bond holders.
The financial report of the Company will be updated to creditors accurately and timely with transparency, without
concealing any information that will cause any damages to the creditors. The Company has issued the bond according
to the requirements of the Securities and Exchange Commission and strictly complied with the policies and resolutions
of the shareholders’ meetings. If the Company cannot fulfill its obligations in the contract, it will immediately inform or
disclose the information to seek out solutions and measures to prevent any damages that may occur.
Partners
The Company would inquire about the product information and prices from the partners prior to making any purchasing
or hiring orders, and will always join them in doing activities. At present, the business relationships has been smooth
and we will continue using their products and services in the future.
Contract Partners
The Company would follow up the projects’ progress, site development as well as inquire about the problems and
obstacles every time after issuing the hiring contract and after receiving complaints from customers. At present, the
business relationships has been smooth and we will continue using their products and services in the future.
Distributors In sourcing suppliers, the Company will inform the rules, opportunity, timing, information and accurate and complete
data to all the suppliers entering the bidding process fairly and equally. This is to ensure that the sourcing process will
be treated with transparency, fairness and honesty without any intervention from any influential body. Meanwhile,
information obtained from bidding suppliers will be kept confidential without disclosing any figures or technical information
of one supplier to another for any short-term benefits. Careful action will be placed on anyone who act as a broker for
information or sourcing suppliers. The operations of this process complies with the ISO 9001: 2008 as follows.
Vendor Selection Process : The Company has appointed a working group to consider the procurement and
suppliers sourcing processes. The working group also holds responsibility in gathering of information for further
consideration such as the legal entity registration documents, the certificate of product quality, the certificate of
product standards, products details, and the payment conditions and so on.
Price Checking System : The procurement working group would ask to check the items being purchased. The
purchased items must already be listed in the suppliers’ pricing system. In case, the items are not listed in the
system to make the price comparison, the procurement will examine the materials, ensuring that they conform to
the guidelines of material standards. The pricing comparison will be made among at least three vendors.
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Special Method : The procurement working committee will examine the completeness and accuracy of the
documents or inform to the vendors to get requirements and conditions for bidding proposal. After the vendors
has proposed the price, the procurement working committee will then bargain or consider the proposed prices
with the budget. After the consideration process is finalized, then comes the process to ask for hiring approval
and purchasing orders approval according to the process set forth by the Company.
The Company will have the construction administration and controllers to monitor and
assess the suppliers. The evaluation process will be conducted after the project delivery and the assessment will
be made once every six months.
Aside from that, the Company also hold the meetings or make phone discussion with the suppliers every 3 months on
matters related to construction, such as new technology, new materials, or new techniques and also problems in the
workplace and solutions to solve the problems.
Contractors
The Company will consider selecting suppliers which has proven track records that meet the Company’s standard and
whose performance is generally accepted. Suppliers are also required to have strong financial status. The procurement
process will be operated with transparency, fairness and honesty, without any intervention from any influential body.
Every contractor must be approved by the Company’s Board of Directors. The Company will hire the contractors at
the fair price under the requirements as specified by the ISO 9001: 2008 as follows:
The Company has a working group for sourcing out contractors and gather
information for consideration such as registered capital or loans given from the banks, the number of personnel,
2-year performance, financial limitation and capacity in handling the project. The profile will then be kept in the
database of the Company.
The working group will send the invitation letters or make announcement inviting contractors to
enter the bidding process. In the selection process, there must be three contractors join in the bidding. In case of
the contractor has proposed the prices but not wanting to join the bidding process which resulted in less than
three contractors, the next step of decision whether to call for more contractors to join the bidding process or to
continue the selection process will be upto the Company’s consideration.
The working group would calculate the overall value of construction work by multiplying
the unit price of the materials and labor. After the standard price is set and approved by the procurement sub-
committee, the approved standard prices will be reviewed twice a year.
The Company has a working group to evaluate the contractor’s performance. The evaluation
would be conducted after the project delivery and would be summarized once every 6 month.
Aside from that, the Company also has a meeting or make phone calls for discussions with the contractors every
3 months on matters related to construction such as new technology, new materials, migrant workers, techniques
or working procedures, problems and solutions during the construction work and so on.
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CSR in Process The Company has set a clear vision and mission, taking into account the Corporate Social Responsibility in the process
of doing business (CSR in Process). CSR concepts will be applied in the overall business processes. All stakeholders are
also engaged in the Company’s activities in various business aspects.
Fair Business Practices The Company strictly follows the rules and regulations of business competition, based on fairness
and transparency under legal frameworks. This include the support of free trade, avoid entering in the contracts
that would lead to unfair competition or trade monopoly but would base on the mutual benefits of both parties,
avoid searching for or interfering with trade secrets of business competitors by any tactical methods, and will not
engage in any activities that would destroy the reputation of the competitors. The Company’s business practices
are based on the following principles:
1. Avoid any engagement into activities that are likely to cause business conflicts. If there are any conflicts
happen, there will be the process to resolve the problems based on fairness, transparency and accuracy in
information disclosure.
2. Support the fair and free trade and avoid the any behaviors that lead to conspiracy.
3. Do not support any activities that would violate the intellectual property rights.
4. Do not make any propaganda or release out false information that would lead to misunderstandings and
cause damages to consumers.
The Company realizes the importance of all stakeholders – internal ones like
shareholders and employees and external ones like customers, competitors, creditors (suppliers and contractors), the
government sector and other relevant agencies, as well as society and environment. The Company has attempted to
be fair and reasonable to all stakeholders.
Anti-Corruption The Company has policies to run business with transparency, morality, business ethics,
under law enforcement, and with anti-corruption measures as following
(1) The Company has clear practices indicating that all staff should treat all subcontractors equally. The practices
care for balanced benefits of both based on contract. Act or omit to act which benefits subcontractor is
considered a severe offense and severe punishment is expected.
(2) The Company communicates throughout directors, executives, and operation staff levels and requires them
to work with honesty, under Company’s ethics and law enforcement.
(3) Human Resources Division, the office of the Secretary, and Internal Audit are assigned to provide staff
consultancy to avoid unintentional offense.
(4) The Company provides channels to report about behavior which may relate to internal corruption.
Moreover, the Company’s internal audit body takes full responsibility to monitor operation, purchase, bidding and
price checking process. A subcommittee is assigned to look after purchase and hiring.
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The Company has set standard practices for all executive which
are written clearly.
The Company puts high importance on disclosing information
to all staff concerned. Information disclosed is accurate, trustable, complete and timely. All people concerned can
access to the information equally.
Defence of Human Rights The Company’s operation depends on human resources from various areas namely
1. Company’s staff namely permanent staff, probationary employees, contract employees and full-time workers.
2. Subcontractors
3. Business partners/builders as well as business partners/builders’ employees
The Company realizes importance of all people concerned. Business is based on human right defence and
humanity. Company’s employees, subcontractors and business partners are well treated respectably, equally,
fairly, and with humanity without discrimination on sex, religion, race, culture, disability. The Company respects
uniqueness, rights and duty, different opinion regarding politic, society, belief, religion and tradition of each people,
The Company does not support Human rights violation, child labour, illegal labour, human trafficking, illegal alien
labour, in all methods. The Company strictly considers law restriction as its standard practices. Nevertheless, staff
in all departments lends their hands in monitoring human rights violation. This practices get very good support recently.
In the near future, Asean Economic Community will cause flow of foreign labour into Thailand, particularly real
estate business. For better understanding and appropriate practices, the Company is preparing for the change
and educates its employees and all people related about regulation, proper practices and law enforcement and
amendments such as
- Act/ Ministerial regulations/ all regulations related to alien labour
- Act/ Ministerial regulations/ all regulations about job descriptions and career reserved for Thai nationalities.
- Carrier allowances for all Asean nationalities.
The Company provide safe workplace for all employee and encourage
workable, hygienic environ for workers remains healthy, safe and work happily. The policy is as following.
about labour welfare
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Fair labor treatment
The Company has policy on fair employment, by determining wage structure in accordance with positions/ work
types/ responsibilities, as well as each employee’s professional background. In addition, the Company has
designated the remuneration committee to identify appropriate payment which should be paid to employees and
set out criteria for promotion decision on the fair basis for all.
In terms of labor relations, the Company has designated the business welfare committee to take part in setting
out policies, guidance, and measures regarding labor welfare. In this regard, appropriate welfares for all employees
have been clearly set out, such as traditional holidays/social security/ compensation fund/ sick leave - errand
leave - maternity leave - ordination leave – sterilization leave – military leave – training leave/ health insurance
/ medical fees for OPD patient / provident fund. When a newly recruited employee commences his/her employment,
orientation will be arranged to create correct understanding on rights and welfares which he/she will receive, as
well as to introduce information for a new employee to adapt him/herself to the organization as fast as possible.
For employees working in each sector, the Company always provides training to enhance their knowledge, skills,
and experiences based on their work and duty requirements so they can perform their work with efficiency and
effectiveness to achieve the desired goals. In addition, during business performance, the Company also
communicates information, news, and activities within the organization through intranet and open opportunities
to hear from employees. The Company opens to employees’ suggestion in order to improve wage payment,
welfare, and working conditions to enhance employees’ quality of life.
Responsibility to Consumers
The Company attempts to develop real estates to meet quality standard by focusing on standardization of design
and construction monitoring to meet with customers’ satisfaction. This is considered as guidance for determining
ISO 9001:2008 standard which covers business performance of real estate development typed land and household
construction, emphasizing on the housing and condominium development in Bangkok Metropolis and its suburb
areas, including from construction design, construction monitoring, contractor monitoring, machineries, sales
processes, procurement, quality control, to products delivery to customers and after-sales services. This is to
ensure the customers with quality standard products and services.
The Company’s works under the set policy determine responsibilities for each department under the ISO 9001:2008
standard as follows:
- Human Resource Division: To provide training to employees subject to the determined annual work plan.
- Construction Management Division: To enhance the efficiency of procurement and contractor/ hired people
hiring, as well as to control costs and time of construction.
- Sales Management Division: To enhance works related to sales.
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- Design Division: To enhance efficiency in controlling and allocating construction layout, and to reduce errors
of layout.
- Construction Management Division: To deliver house within the timeline, to reduce errors of construction and
to maximize customers’ satisfaction.
- Site Office Department: To provide infrastructures and public assistance on site.
- PF Service Department: To provide repairing services and to deliver repaired works with quality to customers.
The Company received ISO 9001:2008 for horizontal housing development project on 9 Dec 2013, for the period
of 3 years, which requires surveillance audit annually. In the future, there is a plan to expand ISO 9001:2008 to
other sectors of the Company.
In this connection, the Company also focuses on the continuous development of products and services, including
the selection of standard materials and the development of construction technologies. This is to provide our
customers with higher quality products and services. From such guidelines, Perfect Masterpiece Rattanathibet
Project received Thailand Property Awards 2012 for Excellent Housing Developer, and Perfect Place Rangsit
Project received a honorable trophy of “2012 Best Public Real Estates: Detached House”.
In addition, the Company recognized the importance in choosing construction materials and in using construction
innovations to enhance the quality of life and household, by integrating technologies to all processes of construction,
including partnering with SCG by using quality and environmental-friendly materials for construction, and bringing
construction innovation of Modular system called “SCG HEIM innovative House” for internally developing the
Company’s projects.
During the big flood in 2011, Construction Management Division: assisted employees and residents encountering
flood by providing temporary accommodations, assisting in properties relocation, supporting utilities and foods
required for survival during the flooding crisis, as well as fixing the conditions of houses in the project affected by
flood with full efforts.
In 2014, Construction Management Division: had a plan to organize an event by inviting suppliers who are trading
partners of the Company to educate residents of Property Perfect PLC.’s projects on products and to sell products
at the lower prices than market prices. This could help reduce residents’ expenses during the high-cost of living
period. There was also the demonstration on D.I.Y. house repair for all residents to further apply it themselves.
In addition, the Company recognizes the importance on the Code of Conduct, by providing care and responsibility
to all residents through quality and standard after-sales services to satisfy the residents. The Company also opens
channels for residents to share their comments, thoughts, and to report their wishes and problems of the project
for better management. This is also to create good understanding and to develop the organization further.
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Environmental Conservation Extreme concerns are placed for the environment, reflected the environment management inside development projects
and surrounding communities. This results in the quality of life of the projects’ dwellers and those living in surrounding
communities as well as the general public. Environmental Impact Assessment is conducted for the projects which may
cause impacts on community, aside from studies and researches on environmental and health impacts, as required by
the Natural Resources and Environment Ministry. The Company also focuses on energy conservation, as reflecting
through the designing process, the use of appropriate and environmental-friendly construction materials. Aside from
enhancing the quality of life, this will also reduce energy consumption. Aside from energy-saving home designs, the Company
also partners with SCG introducing some of energy-saving materials in development projects such as cooling roof tiles.
Following this road, the Company’s projects won the Natural Resources and Environment Ministry’s EIA Monitoring
Awards for three consecutive years, recognized for the outstanding environmental management. Some housing estates
also won the outstanding energy-saving awards from the Energy Ministry’s Department of Alternative Energy Development
and Efficiency. The following are the award-winning projects:
- 2005 - 2007: Award for Perfect Place Rattanathibet and Perfect
Place Ramkhamhaeng Phase 1
- 2006 - 2008: Award for Perfect Place Ramkhamhaeng Phase
2 and Phase 3
- 2008: Award from house layout and house
development project with care for energy conservation in terms of design, materials selection, layout, and good
administration. The Company received up to 10 awards in several sectors, including
with utility space up to 200 square meters, with utility space from
200 to 300 square meters, with utility space up to 120 square meters,
with utility space over 120 square meters, with up to 99
parcels, Award for Medium Housing Development Project with 100 - 299 parcels, and
with over 300 parcels.
- 2014: The Company received 2 awards of , including
with up to 99 parcels from Perfect Place Masterpiece Rangsit, and
with 100 - 299 parcels from Perfect Place Chaeng Wattana as
house development projects with care for energy conservation in terms of design, project layout, and project
management including for electricity, lightings, water management, sanitation system, waste management, as
well as alternative or renewable energy, and project environmental management.
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Community and Social Development The Company has a policy on continuous social contribution, in particular the Company’s recognition on the quality of
life improvement of nearby communities on regular and continuous basis. In 2014, the Company performed activities
regarding environmental conservation, landscape improvement of nearby areas, infrastructure repair, as well as sanitation
works for several projects, such as
months whether it is polluted, before draining out.
Yai Project to drain water without obstacles and to prevent wetlands in the surrounding areas.
sheet fence at the bridge to prevent travelling vehicles from falling into the canal.
animals will live in.
Garden Park Place Project in order to facilitate the nearby communities.
Project for people living in nearby communities.
areas of Prefect Place Rama V – Bang Yai Project.
Project which is community’s traveling way, in order to reduce accidents
Community Sanitation
Place Sukhumvit 77 – Suvarnabhumi Project in September 2014.
Place Sukhumvit 77 – Suvarnabhumi Project and send them to Dog Care Center in Uthai Thani Province.
contagious disease and for good health of the residence.
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The Company has applied CSR concept in the process and experiences gianed in the process have been improved and
turned into innovations which could benefit both the operations and society as a whole. Such innovations include the project
planning, development and management which takes into consideration social and environmental impacts. Business
innovations cultivated through experience and technology are also applied to mitigate and cope with possible problems.
The innovations to benefit society and environment are as following examples.
approaches used to take care and recover housing conditions after flood during the end of flood in 2011.
in central area and sales office, by having Perfect Place Chaeng Wattana as a pilot project whereas alternative
energy will be applied to other projects later.
from living in a house close to nature, surrounded by good environment, with more central spaces, including resting
park and wide lake providing chilling breeze and fresh air, covering the selection of energy-saving and environmental-
friendly materials, such as cool innovation roof by SCG, CPAC Monier tiles with air ventilation system under roof,
heat-reduction eaves, light-filtered green mirror, gypsum sheets with anti-heating foil, and the use of alternative
materials to help maintain good environment, such as Laminate wood floor which is strength but beautiful like real
wood, and aluminum frames which are endure and neat.
CSR after Process The Company well recognizes our social duties and responsibilities relating to core processes of our business, in
particular supporting social projects and activities on continuous basis with an aim to contribute or development and payback
to the society with social activities. These works have been performed continuously throughout the entire year.
Regarding works done in 2014, the Company had social activities, including “
which has been organized on continuous basis at its 5th anniversary which was previously organized at Perfect
Park Bangbuathong Project to raise fund and to donate for Wat Prabat Namphoo in Lopburi Province, as well as to allow
members of such project to cooperatively donate things, foods, clothes, medicines, and medical equipment to Wat Prabat
Namphoo. The Company also participated in in order to
take a part in highly realizing the greatest kindness of His Majesty the King and to do good things for His Majesty the King’s
happiness, in cooperation with the National Blood Center of the Thai Red Cross Society continuously for the 3rd year at
Perfect Place Rattanathibet and The Lake@Metro Park Sathon.
During fundraising process for research and development of Amyotrophic Lateral Sclerosis or ALS treatment through
an activity called Ice Bucket Challenge, Khun Chainid Adhyanasakul, Chief Executive Officer, also joined the activity and
donated 500,000 Baht of donation to the Redemptorist Foundation to be a part in constructing the Youth Training Center of
the local tribes in Ban Pa Fang in Chiang Mai Province.
The Company gave scholarships worth 200,000 Baht for medical students under of
Mahidol University on the occasion of the merit making event for people donating their death body for education in 2014, as well as
gave 100,000 Baht for People in cooperation with Bangkok Pattana International School.
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Under the concept of , the Company collaborated with
the Mirror Foundation to organizes project, inviting members from several projects and the Company’s
employees to share second-hand clothes and accessories in good conditions. Part of the donation made was sent to people
living in 13 Homes for Homeless around Thailand. The other part was sold for fundraising which revenue gained will be used
to support the Mirror Foundation’s initiatives. This activity has been continuously organized throughout the year. In addition,
the Company urged all residents to work out with biking through a campaign , and organized an activity
called for the donation to the Redemptorist Foundation for people with disabilities.
Corruption Prevention Measures The Company set out policy to work with transparency, morality, under laws and the Company’s code of conduct. As
for the Company’s set business ethics, all employees are prohibited from asking for any property or benefit from trading
partners, contractors, or any relevant person, and are prohibited from using the Company’s properties or name or position
for personal benefits. All executives and employees should avoid receiving gifts from trading partners or contractors unless
such gift is given in accordance with tradition and with reasonable value which should not higher than normal. The Company
concerns probability of corruption and put this issue into risk assessment for the achievement of the organization objectives.
The Company assessed probability of corruption and reviewed its implementation targets thoroughly to know whether
compensation made to all employees is reasonable and the rate will not foster employees to conduct any wrongdoing. The
audit committee also inquired executives regarding corruption probability and measures used to prevent and handle such
matter. The organization is also required to identify and assess changes which may affect its internal control based on its
external factors and the change of business patterns which may affect the business, internal control, and financial statements.
Then, the Company can set out sufficient measures for handling this matter.
Practices under the Policy on the Prevention of Corruption Involvement The Company set out practices for all employees to comply with against all contractors on the basis of fairness, based
on mutual and fair interests of both sides, under trading agreement made. In addition, the Company does not allow
any action or inaction which can provide benefits to the contractor. In case of breaching, the Company will consider
as serious commit which will result in high level of punishment. There are activities conducted to prevent corruption
involvement as follows:
- The Company communicates policies throughout the Company, including directors, executives, and employees,
requesting operations with honesty, strictly under laws, and following the Company’s ethics.
- The Company provides reporting channels regarding the suspected occurrence of corruption matters within the Company.
- Assign HR Department, the Company’s Secretariat, and Internal Audit Department to provide consultation for
employees to prevent unintentional wrongdoings.
- The Company provides reporting channels regarding the suspected occurrence of corruption matters within the Company.
- Provision of cooperation to internal auditors and third party auditors: Personnel at all levels is required to provide
fully support and complete information to Audit Department and the Company’s auditor in charge of auditing and
assessing processes, procedures, and system of internal control whether they are sufficient, effective, and able
to completely satisfy the desired targets, as well as suggesting points needing improvement as appropriate.
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ANNUAL REPORT 2014
Follow up and Evaluation of the Policy on the Prevention of Corruption Involvement The Company follows and assesses the Policy on the Prevention of Corruption Involvement whereas there are several
units providing business monitoring on regular basis, including the auditing committee, Internal Audit Department, HR
Department, and the Company’s Secretariat. The Company expects everyone to report faithfully on any performance
which breaches or may breach the desired principles, directly to the supervisor. In case that it is impossible to report
to the supervisor, you may receive advice from the Company’s Secretariat, Internal Audit Department, or HR Department.
All information reported will be treated confidentially. The supervisor also has a duty to monitor and provide suggestions
to his/her subordinates on the basis of hierarchy to comply with the Company’s policy and code of conduct within the
desired principles on regular basis.
There is an independent committee separate from the Management to oversee and to develop internal audit works.
The Company board is to monitor the Company to set a clear target for business performance which must be concretely
evaluated and practical, as well as to monitor the Company to determine responsibilities for all directors and executives
in accordance with laws and instruments, covering key roles for the board of directors, account auditor, internal auditor,
and a person responsible for financial statements. The Company’s Board of Directors consists of independent directors
with reliable knowledge and abilities who can perform work with independency indeed at an appropriate and sufficient
number. The Company’s Board of Directors oversees development and performance regarding internal control by using
the following approaches to follow up and evaluate the business performance.
completely and appropriately:
Company has approaches to follow up the compliance to the business code of conducts and prohibitions for all
executives and employees to act in any way which may create conflict of interest. The supervisor of each section
and Internal Audit Department will follow up and evaluate the internal audit system and directly report to the
auditing committee which will help foster internal auditors to comply with the International Standard for The
Professional Practice of Internal Auditing (IIA).
Company will evaluate and communicate problems of internal control which will be resolved promptly. The
Management will report to the Board of Directors and the internal auditing committee, including significant problems
and solutions during the reasonable period of time, such as in case of the occurrence or the suspected occurrence
of serious corruption.
In this regard, the committee verified this paper and agreed that the Company’s internal control system is consistent
with the Company’s Board of Directors’ opinions. In addition, the opinions on financial statements from the Company’s
accounting auditor do not represent any significant problem of internal control system which may damage the Company’s
performance.
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Overall group business The Group of Companies’ business and revenue is grouped in 3 main categories as follows:
(1) Property development business
Property development is the primary business of the Group of Companies. A variety of projects are developed under
various brands. By type, they can be categorized into 3 groups.
under various brands like Perfect Place Masterpiece, Perfect Place, Perfect Park, Modi Villa, The Metro, Modi
Costa and Uniloft.
long term. However, the Company may consider selling some land plots that show no development potential or
shapes or shows no commercial value.
(2) Hotel and resort business
this location is one of the best in Japan. The resort is located in a beautiful scenery, making it perfect for tourism in all
seasons. Akaigawa Village is renowned as the second most beautiful village in Japan.
(3) Retail business The Group is developing several shopping malls, office buildings and commercial properties.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
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ANNUAL REPORT 2014
Analysis of consolidated performance and financial position
Analysis of consolidated performance Overall performance
In the past 3 years, the Company and subsidiaries continuously launched development projects in line with growing
in the fourth quarter. Other revenue was Bt176.07 million. The consolidated property development cost in the year totaled
or 2.19% of total revenue.
2012. Though the revenue in the first nine months of the year rose by Bt72.01 million from the previous year, political
demonstration hampered the business in the fourth quarter. The Company had to delay construction works and transfers of
the year, subsidiaries’ condominium projects started to transfer complete units, allowing the realization of revenue from 4
more condominium projects. In the year, the Company reaped revenue from altogether 6 condominium projects. The sale
from land plot sale also helped push property development business revenue Bt1,174.42 million above the 2012 level.
net profit in 2013 was Bt41.42 million, representing the net profit margin of 0.37%.
development business. Though the property market witnessed an impact from political uncertainties in the first half of 2014,
the Group managed to generate more revenue from the business than in 2013. The consolidated revenue from house sale
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Property sale to property funds
of the property to the fund and the Company/subsidiary has no policy or the right to buy back the property. The Company
thus fully booked the revenue and development cost in the statement of comprehensive income, as revenue and cost of
provisions of Bt24.03 million were set aside in 2014.
Revenue
which covered the sale of housing units, condominium units and proceeds from land bank sale. However, the Company and
subsidiaries started to generate revenue from hotel business through the investment in Kiroro Resort in the fourth quarter
of 2012. The consolidated revenue also included other revenue like interest receivables, confiscation of down payments,
profits on price bargain, revenue from utilities services, revenue from infrastructure and others.
Consolidated financial statements
2012 2013 2014
MillionBaht % Million
Baht % MillionBaht %
Revenue from sales of land and houses
Revenue from sales of condominium units 12.74 2,626.44 23.39 3,667.12
Revenue from sale of land for development 1.60 4.72 12.74
Revenue from hotel operations 2.97 9.07 6.61
Other income* 176.07 1.90 217.92 1.94
Total revenue 9,269.72 100.00 11,228.77 100.00 12,785.35 100.00
* Other revenue includes interest receivables, confiscation of down payments, profits on price bargain, revenue from utilities
services, revenue from infrastructure and others.
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ANNUAL REPORT 2014
Revenue from property sales The Company and subsidiaries book revenue from the sales of land and houses and condominium units in the statement
of comprehensive income after unit transfers to buyers.
purchases from the fourth quarter of 2011 following the great floods. Residential demand started to pick up in the
second quarter of 2012. The Company also launched new projects like Perfect Masterpiece Ramkhamhaeng/
previous year, political demonstration hampered the business in the fourth quarter. The Company had to delay
construction works and transfers of finished houses, causing the revenue in the fourth quarter to fall below the
The lingering impact from political instability during the fourth quarter of 2013 to the second quarter of 2014 as
well as greater emphasis on condominium development reduced the land and house sale revenue in 2014 by
The Group realized revenue from 6 condominium projects in 2013 and 1 Uniloft project in 2013, against only 2
condominium projects in 2012.
or 39.62% from 2013, as the number of iCondo projects that generated revenue increased from 4 in 2013 to 7 in
2014. In 2014, 9 condominium projects generated revenue, against 7 in 2013.
million to a university.
of a shopping mall.
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Revenue from hotel business
In the fourth quarter of 2012, a subsidiary invested in a company registered in Japan, to start a property development and hotel
Cost, expenses and profit Sale cost (property development business)
The sale cost of house and condominium units, which is the primary cost of the Company and subsidiaries, derives
units will be booked in the statement of comprehensive income once revenue from the sales is realized.
Consolidated financial statements
2012 2013 2014
MillionBaht % Million
Baht % MillionBaht %
Cost of land and house sales 67.72
Cost of condominium sales
Cost of land sale 102.92
Total 5,629.02 100.00 6,728.99 100.00 7,833.77 100.00
The cost of land and house sales reflects the net cost, after provisions against the falling project value. It consists
of the value of land; the cost for land development, design, infrastructure and construction; borrowing cost; and
others.
with the lower revenue from land and house sales. The amount accounted for 66.66% of sale revenue, up slightly
from 2012.
of sale revenue, a slight decrease from 2013.
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ANNUAL REPORT 2014
iCondo, which generated revenue in the second quarter of 2013, witnessed an increase in development cost due to the higher construction materials prices and wage. The development cost was comparatively higher than that
Comparative revenue and cost from land and house sales during 2012-2014
2012 2013 2014
Revenue from land and house sales
Cost of land and house sales
Comparative revenue and cost from condominium sales during 2012-2014
2012
2,626.44
3,667.12
2013 2014
Revenue from Condominium sales
Cost of Condominium sales
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In 2012, the cost of land sale totaled Bt102.92 million.
a shopping mall.
Comparative revenue and cost from land sales during 2012-2014
2012
102.92
2013 2014
Revenue from land sale
Cost of land sales
Gross profit and gross profit margin of property development business
Single Detached houses+Townhouses 2012 2013 2014
2,741.41 2,279.32
36.60 33.34 34.90
The consolidated gross profit margin from land and house sale in 2012 was nearly unchanged, at 36.60%, respectively.
In 2014, the consolidated gross profit margin from land and house sale was at 34.90%, slightly increase from 2013. However,
the continued increase in the development cost since 2013 remained a challenge, requiring the Company and subsidiaries
property development cost is mainly land prices, wage, construction material prices and an increase in energy prices.
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ANNUAL REPORT 2014
Condominium 2012 2013 2014
402.62 711.17 1,007.22
34.10 27.47
2 projects 7 projects 9 projects
In 2012, the margin rose to 34.10% as the prices were raised in line with the increasing demand in condominium units
following the massive floods. As the cost of condominium development tended to rise, due to higher construction materials
prices and higher wage, the average gross profit margin of new projects declined.
revenue in the second quarter offered a lower margin than those generating revenue in 2012.
In 2014, the Company and subsidiaries’ margin was 27.47%, slightly increasing from 2013. However, competition in
was introduced to increase the efficiency and reduce the construction cost, to allow the Company and subsidiaries to maintain
the margin at the competitive level in the long term.
Land bank 2012 2013 2014
44.94 272.94
30.39
Selling expenses
development and hotel businesses.
business.
167
because of the Bt76.12 million increase in transfer fee in line with rising revenue. In the year, the advertising, PR and
Administrative expenses
businesses.
revenue from property development and hotel businesses.
The amount accounted for 14.92% of total revenue from property development and hotel businesses. The administrative
in 2014. However, the administrative cost of the hotel business dropped by Bt73.66 million as a part of the hotel was closed
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ANNUAL REPORT 2014
Other expenses
In 2012, the Company booked Bt32.76 million as loss from the minimum revenue guarantee, as the fund’s revenue
and the subsidiary have no plan or right to buy back the property. Thus, the revenue and cost of the transaction
rise development as well as the investment in the overseas hotel mentioned above. In 2013, such increased due
increased in line with the fund mobilization size. In 2013, the Company issued four series of debentures; in
169
the statement of comprehensive income in the particular year.
Hotel business
In the fourth quarter of 2012, the Company invested in a hotel business in Japan, holding 69.01% in the business. The
investment in a hotel in Japan, as the Japanese yen weakened significantly in the fourth quarter of 2012. The involved
subsidiary bought a hedging contract with a commercial bank late 2012, to cushion the risk.
2014.
Earning before expenses, tax, depreciation and amortization
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ANNUAL REPORT 2014
Net profits (of both businesses)
Unit: Million Baht 2012 2013 2014
202.72 41.42 402.26
3.46
2.19 0.37
Though the profit margin of the property development business increased by Bt74.46 million thanks to an increase in
Return on earnings
Consolidated financial statements (Unit: Million Baht) 2012 2013 2014
202.72 41.42 402.26
9,010.33
171
Analysis on consolidated financial position Table presented consolidated financial status
(Unit :Million Baht) Assets Liabilities Shareholders’ equity
22,021.72
9,010.33
Assets
shopping mall and commercial space for rent. The Group also invested in a hotel business in Japan in the fourth quarter of
2012.
compared to the end of 2013. The amount rose mainly due to the increase in cash and cash equivalents, receivables on
172
ANNUAL REPORT 2014
Consolidated financial statements
As of 31 December 2012 (Revised)
As of 31 December 2013
As of 31 December 2014
Million Baht % Million
Baht % Million Baht %
Cash and cash equivalents 960.26 3.67 4.03 7.96
Trade and other receivables 191.43 0.61
0.06 200.66
Inventories 0.12 34.32 0.11 0.11
Project development costs
0.06 14.47 14.40
0.23 0.99
Other current assets 93.67 0.31 0.33
14,722.36 56.24 19,007.10 61.98 21,650.98 69.16
Restricted deposits 66.40 1.01 0.92
Retention per agreement 100.00 100.00 0.33 100.00 0.32
Investment in associate 2.00 1.90
0.21 110.92 0.36 0.34
6,062.24 19.77 14.22
Advances for purchases of land 660.13 444.64 1.42
Investment properties 967.14 4.92
Property, plant and equipment 1,131.61 4.32 3.42 963.20
1.70 4.20 1,313.11 4.19
317.40 1.21 332.13 0.96
0.64 0.46
11,453.26 43.76 11,661.00 38.02 9,654.14 30.84
26,175.62 100.00 30,668.10 100.00 31,305.12 100.00
173
Project development cost The property development cost is booked as the development cost in the financial statements. It will be realized as the
selling cost in the statement of comprehensive income once the sold units are transferred.
particularly in 2013 were due to the launch of new projects, to meet the higher sale and revenue targets.
Details of projects are available in the part on assets for business operations: Item Assets for sale
(See details of the projects in “assets for sale”)
Net land bank
The net land for development consists of the cost of land, the land development cost, the construction cost, and the
interest minus the cost which are booked as selling cost, land transferred for debt restructuring purpose and debt repayment
as stated in the rehabilitation plan, and provisions against possible decreases in land value.
and booked as development cost. In 2014, the Company and subsidiaries sold land plots worth Bt1,700 million. The Company
and subsidiaries will consider book land reserved for development as after development starts, like the start of land clearing
the buyer paid Bt700.00 million in cash and agreed to the remaining Bt1,000.00 million through two promissory notes valued
notes are used to back a bank guarantee for the Company’s debentures.
Details on land for development are included in the assets for business operations (land for development).
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ANNUAL REPORT 2014
Advance payment for land purchase Advance payment for land purchase is the deposit given to landlords or agents commissioned to accumulate land for
the company. Once the land purchase was completed the deposit will be booked as the project development cost or in land
bank category.
Investment properties
developed and Bt1,327.99 million under development.
Details of the investment properties are included in Item: Investment Properties
Leasing rights
of total assets, respectively. The value showed an increase in the three years because subsidiaries entered into several
leasing rights contracts, prepared for the development of shopping malls and commercial properties.
Details of the leasing rights are included in Item: Leasing Rights
175
Net land, building and equipment
Details of net land, building and equipment are included in Item: Net land, building and equipment
Cash and cash equivalents
million from 2013 due to an increase in cash flow from investment activities in the year. The cash and cash equivalents to
Details of cash and cash equivalents are included in Item 16.2.4: Analysis on consolidated cash flow
Investments in associated companies
2013, respectively.
Trade and other receivables
The Company and subsidiaries realized the revenue from the sales of land and houses, condominium units and
been transferred the properties but having yet paid in full would be booked as trade receivables.
Bt6.77 million at the end of 2012, 2013 and 2014, respectively. The receivables in 2013 showed a Bt10.46 million
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ANNUAL REPORT 2014
cases went to court. The Company and subsidiaries are convinced that the provisions are sufficient under the
current circumstances.
of total assets at the end of the three years.
Bt0.63 million. The rest was less than 3 months overdue.
million, respectively. The 2013 level showed an increase of Bt60.47 million from 2012 and the 2014 level rose by Bt1.94
million on year. The amounts accounted for 0.02%, 0.21% and 0.21% of total assets at the end of the years, respectively.
Land receivables (promissory notes – land)
respectively. The increases resulted from the sale of some land plots in the period.
million, after discount by the average borrowing rate of the Company and subsidiaries and the debtor, to reflect
future interest income.
177
Liabilities
notes worth Bt211.91 million.
as follows;
Consolidated financial statements
Unit: Million BahtAs of 31
December 2012
Total liabilities
%
As of 31 December
2013
Total liabilities
%
As of 31 December
2014
Total liabilities
%
60.91
29.39 30.02 4,293.61 19.26
Trade and other payables 2,664.60 12.10 2,411.47
3.13 2.33 724.40
636.24
advance 1.74 340.96 217.01 0.97
40.00 0.23 1.30 20.00 0.09
Other current liabilities 0.72 216.23 0.97
129.43 0.74 197.12
17,544.98 100.00 22,021.72 100.00 22,294.80 100.00
Debentures
debts.
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ANNUAL REPORT 2014
Value (Million Baht) Issue Date
Maturity Date Condition
(2).
third year, payable every 3 months
1,999.24
2012
The ratio of total loans1 to
shareholders’ equity must not
per annum, payable every 3 months
2,979.47
2012
The ratio of total loans1 to
shareholders’ equity must not
per annum, payable on redemption.
2,000.00
2014
The ratio of total loans1 to
shareholders’ equity must not
per annum, payable every 3 months
2,000.00 The ratio of total loans1 to
shareholders’ equity must not
per annum, payable every 3 months
2,200.00 1 August 2014
2016
The ratio of total loans1 to
shareholders’ equity must not
per annum, payable every 3 months
2,400.00 1 October
2014
1 October
2016
The ratio of total loans1 to
shareholders’ equity must not
Total 13,578.72
Note: “ 1
to be incurred by the issuer’s guarantee and similar obligations to individuals or juristic entities which do not appear in the consolidated
income or loans which bear no interest cost.
179
Long-term loans
Consolidated financial statements
Unit (Million Baht) 31 December 2012
31 December 2013
31 December 2014
4,293.61
Minus – amount due within 1 year
Trade payables and others
million at the end of 2012, 2013 and 2014, respectively. The 2013 amount showed an increase of Bt1,127.63 million from
Promissory notes
Bills of exchange
total liabilities.
Leasing rights
The leasing rights accounted for 0.23%, 1.30% and 0.09% of total liabilities in the years, respectively.
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ANNUAL REPORT 2014
Shareholders’ equity
respectively.
The following is details of the annual changes in the shareholders’ equity.
Bt1 apiece of a total of Bt73.93 million; the 2012 net profit of Bt202.72 million; the difference of financial adjustment
payment.
million.
Unit: Million Baht 2012 2013 2014
Retained earnings appropriated as legal reserve 241.60 241.60 260.60
Unappropriated retained earnings
Currency conversion differential 17.31
17.29
8,630.64 8,646.39 9,010.33
181
Timing Exercised units Outstanding units
73,932,601 319,932,694
319,932,694
March 2013
June 2013 100,132,200
March 2014
June 2014
21,000
Appropriateness of capital structure
The consolidated debt to equity ratio was on the rise in the past three years. At the end of 2012, the ratio was 2.03:1,
adjusted after the adoption of the 12th accounting standard since 1 January 2013, leading to retroactive adjustments for a
increased thanks to the annual net profits. The debt to equity ratio thus improved.
182
ANNUAL REPORT 2014
Analysis of liquidity and sufficiency of consolidated capitalProperty development requires a huge investment in the initial stage. Raising funds has been the Company and
subsidiaries’ main focus in maintain and growing the Group’s business. Meanwhile, maintaining liquidity has been crucial
in maintaining normal business operations. The overall analysis of cash flow on funding and investing activities as well as
more clearly.
Analysis on fund-raising and investing activities 1) Financing activities
consequently required a large sum of funds. In the period, focus was also placed on condominium development, of which
construction period was longer than the development of single houses and townhouses. The Company thus had to issue
debentures, aside from project financing.
Project financing from financial institutions for property development normally carries a long term maturity and the borrowers
are required to repay the loans accordingly to revenue realization or cash flow received from the projects. The Company’s
debentures offered to the public are rated by rating agencies and financial advisors are appointed to provide advice on the types
projects would be used to redeem the debentures according to their maturities.
2) Investing activities
The Company and subsidiaries have required an investment for property project development. This includes the
investment on land plots and the construction of each project which will be booked in the financial statements as the
development cost. As the construction works continue, the Company and subsidiaries will book the construction cost as
Company and subsidiaries will realize revenue and receive cash only after the complete units are transferred as well as
sales will then be used to repay the project financing loans and some are reserved to redeem mature debentures.
183
Fund-raising Investing
1. Working capital like construction payments,
deposits and advance payments from
customers
subsidiaries
2. Operating profit/received cash from property
projects
debenture redemption in Cash flow from financing
3.1 Proceeds from debenture isssuance
advance payment for the land and leasing rights in
investment by the Company and subsidiaries
3.2 Project finance from financial institutions
development
The development cost is booked in the statement of
184
ANNUAL REPORT 2014
Liquidity analysis
0.16:1 in 2012 to 0.19:1 in 2013 and 0.21:1 in 2014, indicating the improvement in the Company and subsidiaries’ liquidity.
However, the quick ratio below 1:1 reflected normal liquidity shortage witnessed by all property developments. Moreover, the
repaying debts to trade creditors.
projects, as well as a greater focus in condominium development which requires a longer construction period. On concerns that
the Group may suffer from liquidity shortage, there is a need to find new sources of working capital. To cope with the situation,
the Group offered debentures with short and long maturities, sold assets to property funds and sold some land plots in the land
bank. However, in the long run, once the development pace returns to normal, the Group plans to keep the project financing and
debenture issuance in the appropriate ratio, taking into account relevant factors like the financial cost of each tool, market condition,
Key current ratios are as follows;
Accounting year as of
Key current ratios Unit 31 December 2012
31 December 2013
31 December 2014
Current ratio 1.99 2.11
Quick ratio 0.16 0.19 0.21
Repayment period days 102.34
Ability to repay loans
To finance project development, the Group seeks project financing from financial institutions and issue bonds with the
increase in the net profit.
185
Credit rating by TRIS Rating
the Company’s higher financial leverage as well as rising operating costs in the property development and hotel businesses.
The rating also took into account the cyclical and competitive nature of the property development industry, plus concerns
over rising operating costs and the widespread labor shortage among contractors.
booked and the shareholders’ equity would rise, which will eventually bring down the leverage.
on 19 June 2014. The rating action followed the Company’s announcement on 16 June 2014 that it plans to acquire Thai
acquisition structure would depend on the type of funding used to finance the acquisition. It also viewed that other benefits
from the acquisition are still uncertain and remain to be seen.
Analysis of consolidated cash flow
Consolidated financial statements (Unit: Million Baht) 2012 2013 2014
Cash flow from operating activities
Cash flow from investment activities 1,117.12
Cash flow from financing activities
7.70
(174.54) 274.96 1,255.31
revenue increased, labor shortage resulted in a delay in construction which lowered cash payments as well as
inventory.
well as the development of a shopping mall. Moreover, the company also purchased 64 houses from Property
In 2014, the consolidated cash flow from operating activities was minus Bt427.16 million. The main item was the
186
ANNUAL REPORT 2014
as well as the overseas investment. Here is the summary of the activities.
In 2012, investing activities covered the advance payments for new land as well as leasing rights worth totally
In 2014, the consolidated cash flow from investment activities returned to the positive territory, at Bt1,117.12
million, as the Company received Bt720.00 million from the sale of its investment in an associated company,
187
Dividend payments since 2009
Accounting year Dividend per share
(Baht)Total
(Million Baht) Payment date
2009 196.90 27 May 2010
2010 0.33 27 May 2011
2011 0.04
2012 0.033 23 May 2013
2013 Omission
20141/ 0.044
Note:
Obligations and contingent liabilities
projects worth Bt3,126.33 million.
The Group has entered into operating and service lease agreements, relating the lease of condominium land, vehicles,
and require minimum payments in the future.
Payments due within 31 December 2014 31 December 2013
1 year
at Bt417.20 million.
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ANNUAL REPORT 2014
must pay monthly fees as specified. In 2014, the payments were valued at Bt3.60 million.
Commission approved the Company’s plan to issue and offer new shares.
is not required to take responsibility as the subsidiaries have not defaulted on loan repayments.
Bt3,610.49 million. Of total, Bt610.49 million is used to guarantee infrastructure development and Bt3,000
million to back debentures.
assumptions are in line with the current situation. Additional liability of Bt24.03 million was booked as “loss from
estimate, the Company may need to set aside additional provisions.
189
Analysis of performance and financial status
Analysis of performance Overall performance
2014. The 2013 revenue declined from the previous year partly due to the policy to have subsidiaries handle business projects.
launched in 2013.
Revenue
sale of land and houses, condominium units and vacant land plots.
Company financial statements
2012 2013 2014
Million Baht % Million
Baht % Million Baht %
Revenue from sales of land and houses 4,167.77 60.76
Revenue from sales of residential condominium 334.66 6.24 369.41
Revenue from sale of land for development 2.29 23.74
Revenue from hotel operations 694.07 10.12
6,455.90 100.00 5,366.49 100.00 6,859.46 100.00
190
ANNUAL REPORT 2014
Revenue from property sales
In 2014, land and house sales generated Bt4,167.77 million in revenue, while the Company reaped Bt369.41 million
rose by Bt1,303.34 million.
Other revenue of the Company covered interest receivables and confiscated down payments. In the three years, the revenue
Development costThe Company’s development cost for property development business covers the selling cost of land and houses,
condominiums and vacant land plots. The cost of houses and condominiums is booked accordingly to the average development
Non-consolidated
2012 2013 2014
Million Baht % Million
Baht % Million Baht %
2,710.76
212.99
Cost of land 102.92 2.69 142.06 4.37
Total 3,829.79 100.00 3,251.76 100.00 4,058.07 100.00
191
by Bt204.09 million, that for condominium went up by Bt46.04 million, and that for land rose by Bt946.22 million.
Gross profit and gross profit margin
Non-consolidated
2012 2013 2014
Million Baht % Million
Baht % Million Baht %
Profit from land and house sale 34.96
Profit from condominium sale 222.74 36.36 110.39
Profit from land sale 44.94 30.39 33.16
Total 2,401.45 38.54 1,815.15 35.82 2,107.32 34.18
Sale and administrative expenses
accounting for 10.76%, 11.74% and 9.60% of total revenue, respectively.
Non-consolidated
2012 2013 2014
Million Baht
% of revenue
Million Baht
% of revenue
Million Baht
% of revenue
694.77 10.76 630.00 11.74 9.60
14.70 1,010.47 14.73
1,643.54 25.46 1,608.87 29.98 1,668.83 24.33
192
ANNUAL REPORT 2014
Other expenses
guarantee.
In 2014, the Company reviewed the liability from the rent guarantee, based on the revised assumptions of monthly
rents, occupancy rate and discounted rate. Additional provisions of Bt24.03 million were set aside.
Earnings before interest, tax, depreciation, amortization (EBITDA) and net profit
respectively.
193
Analysis of financial position Financial position
(Unit: Million Baht) Assets Liabilities Shareholders’ equity
21,733.93 13,692.19
24,496.16
27,190.29
Assets
in Japan; as well as lending to connected entities.
14.33%; land bank, Bt3,444.79 million, and advance payment for land purchases, Bt370.06 million, which together constituted
Property development cost
The development cost of ongoing projects is booked as the development cost in the financial statements. It will be
Details of projects are included in assets for business operation:, assets for sale.
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ANNUAL REPORT 2014
Land for development
cost, and interest minus land transferred for debt restructuring or debt repayment under the debt rehabilitation plan as well
as the provisions on possible depreciation.
cost. The Company considers booking land as the development cost when the development process on the land starts,
such as through land clearing or project layout.
the Company’s debentures.
Details of land for development is included in assets for business operationsL land for development.
Advance payment for land
Advance payment for land covers the deposits the Company paid to land owners or agents responsible in accumulating
land. Once the land ownership is transferred, the payment will be booked as the development cost or the land for development.
on year. The advance payment accounted for 1.20%, 1.99% and 1.36% of total revenue in the years, respectively.
accumulating agents, worth Bt260.72 million.
worth Bt109.34 million.
195
Investment in subsidiaries
Loans to connected entities
The following is outstanding loans to connected entities.
Outstanding loans (Unit: Million Baht)
As of 31 December 2012
As of 31 December 2013
As of 31 December 2014
Estate Perfect 410.26 246.20
1,206.71 1,712.61
144.42
U&I Construction Bangkok 100.00
Perfect Prefab 40.00 60.00 60.00
We Retail 30.00 411.09 774.99
Property Perfect International 737.67 1,013.17
17.33
Total 3,260.37 3,456.30 3,895.25
196
ANNUAL REPORT 2014
Land debtor (promissory notes – land)
value upon the unrealized interest income.
Investment in associated companies
was booked. At the end of 2012 and 2013, the value of investment in associated companies under the equity method was valued
at Bt360.00 million, which accounted for 1.66% and 1.47% of total assets in the years, respectively.
Cash and cash equivalents
3.27% and 7.64% of total assets, respectively.
Details of changes in cash and cash equivalents are in Item 16.3.4: Analysis of the Company’s cash flow.
197
Land, building and equipment
Bt26.12 million from the previous year. The value accounted for 1.14%, 0.91% and 0.72% of total assets in the years, respectively.
Trade receivables and other debtors
The Company realizes the revenue from the sale of houses, condominium units and land after property transfers to
who have been transferred the property but have not yet paid in full would be booked in the trade receivables item.
At the end of 2012, trade receivables in property development business stood at Bt22.31 million, before falling to
in court. The Company and subsidiaries believed the provisions are sufficient for the current situation.
million in 2014.
Liabilities
other creditors worth Bt116.36 million.
198
ANNUAL REPORT 2014
Non-consolidated
Unit: Million Baht 2012% of
liabilities 2013% of
liabilities 2014% of
liabilities
2,713.99 22.47 13.34
Trade payables and other creditors 746.63 6.60
Promissory notes 333.42 2.44 1.13 2.00
636.24
customers 0.36
Other current liabilities 0.76 302.31
0.61 0.76
13,692.19 100.00 16,653.68 100.00 18,984.29 100.00
Debentures
respectively.
Details of debentures are in Item 16.2.2: Analysis of consolidated financial position (Debentures).
Long-term loans
Most of the loans were used to finance property development.
Non-consolidated
Unit: Million Baht
31 December
2012% of
liabilities
31 December
2013% of
liabilities
31 December
2014 % of liabilities
2,713.99 12.49 9.32
Minus loans with maturity of
less than 1 year 1.40
2,345.87 10.79 3,411.25 13.93 2,151.49 7.91
199
Trade payables and other creditors
Promissory notes
respectively.
Bills of exchange
Shareholders’ equity
Changes in the shareholders’ equity in the years are as follows;
As of 31 December 2012 (revised)
As of 31 December 2013
million.
As of 31 December 2014
200
ANNUAL REPORT 2014
Shareholders’ equity structure
Unit: Million Baht 2012 2013 2014
241.60 241.60 260.60
Unappropriated retained earnings 2,241.93
Other elements
8,041.74 7,842.48 8,206.00
Details of warrants are included in Item 16.2.2: Analysis of consolidated financial position: warrants (PF-W2) and (PF-
W3)
Analysis of liquidity and capital sufficiency
management, through cash inflow and outflow forecasts. The forecasts allow the Company to appropriately outline the
a certain period of time. Moreover, the Company stays prepared on working capital, to ensure sufficient liquidity.
See additional details in Item 16.2.3.1: Analysis on fund-raising and investment, which is part of the analysis of the
consolidated performance and financial position.
201
Analysis of liquidity ratio
in 2014 as the amount of debentures maturing within one year increased. However, the quick ratio and repayment period
Key liquidity ratio is as follows;
Accounting year
Key liquidity ratio Unit 31 December 2012 31 December 2013 31 December 2014
1.30 1.64 1.19
Quick ratio 0.10 0.14 0.19
Repayment period days 62.79
Ability to repay and contingency liabilities
See more details in Item 16.2.3.3: Ability to repay, part of the analysis on consolidated performance and financial
position
Analysis on cash flow
Non-consolidated (Unit: Million Baht) 2012 2013 2014
Cash flow from operating activities
Cash flow from investment activities 1,093.19
Cash flow from financing activities 2,412.23
(304.08) 254.13 1,276.75
202
ANNUAL REPORT 2014
labor shortage hurt the construction works, pressuring the cash flow from operating activities and inventory. In 2013,
in the fourth quarter also delayed ownership transfers.
In 2014, the Company also registered negative cash flow from operating activities of Bt1,911.23 million, as
paid.
million, respectively.
shares in subsidiaries.
In 2013, the activities involved the advance payment for land and land purchases worth totally Bt232.34 million, net
In 2014, the activities returned to positive area worth Bt1,093.19 million, thanks to the sale of investment in an
In 2013, the cash flow from financing activities worth Bt2,412.23 million, the activities involved the net increase in
203
Factors of incidents which may pose significant impacts on financial status or operations
The economic volatility driven by global economic conditions as well as political instability at home are main factors
which can significantly affect the operations and financial status. The two factors influence consumer confidence and
buoy the domestic economy. Meanwhile, if the political turbulence eases, consumer confidence should be restored.
and residential areas. The transport linkage with neighboring countries will also give a boost to provincial demand.
On supply, the downward interest trend should benefit customers waiting for financial institutions’ approval on mortgage
applications as well as property developers who will enjoy a lower cost of fund. However, commercial banks have tightened
minimum wage as well as labor shortage. In the short term, these may delay the construction works and delivery, which
would hurt property developers. Meanwhile, these may encourage buyers to wait and hurt the affordability of a certain group
of buyers. This will also slow down new project launches and reduce competition in the industry, which will in turn encourage
The company has consistently researched and analyzed the condition of factors which could affect the operations and
financial status. The company is also prepared to thoroughly and appropriately cope with the challenges related to consumer
demand and purchasing power, as well as competition in the industry. The operating process has been improved, to achieve
strategies. Regarding the production cost, under consistent improvement the company has increased the volume of precast
construction works and managed the supply chain to reduce the construction period. Main construction materials like steel
and cement are supplied directly by manufacturers, which helps reduce price volatility.
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ANNUAL REPORT 2014
To the Shareholders of Property Perfect Public Company Limited
I have audited the accompanying consolidated financial statements of Property Perfect Public Company Limited and
its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2014, and the related
consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended,
and a summary of significant accounting policies and other explanatory information, and have also audited the separate
financial statements of Property Perfect Public Company Limited for the same period.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in
accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.
Opinion
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
Property Perfect Public Company Limited and its subsidiaries and of Property Perfect Public Company Limited as at 31
December 2014, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial
Reporting Standards.
Supachai Phanyawattano
Certified Public Accountant (Thailand) No.3930
EY Office Limited
Bangkok: 26 February 2015
INDEPENDENT AUDITOR’S REPORT
205
STATEMENT OF FINANCIAL POSITION Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2014
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2014 2013 2014 2013
Assets
Current assets
Cash and cash equivalents 7 2,490,533,916 1,235,219,985 2,078,520,940 801,773,577
Trade and other receivables 8 191,431,070 199,083,480 146,490,646 99,941,730
Notes receivable - land 9 955,740,220 200,664,000 955,740,220 27,550,000
Inventories 10 35,079,151 34,316,076 - -
Project development costs 11 17,524,605,564 16,926,782,478 10,806,817,419 9,015,072,707
Advances to contractor
- related party 6 14,397,249 14,464,179 14,389,949 14,459,179
Advances to contractors 336,545,595 302,899,961 298,739,541 143,673,371
Other current assets 102,650,547 93,669,983 30,234,128 22,725,252
Total current assets 21,650,983,312 19,007,100,142 14,330,932,843 10,125,195,816
Non-current assets
Restricted deposits 288,247,275 311,251,845 250,696,630 25,486,760
Loans to related parties 6 - - 3,895,248,025 3,456,304,620
Retention per agreement 100,000,000 100,000,000 100,000,000 100,000,000
Investments in subsidiaries 12 - - 4,224,045,726 4,204,045,726
Investment in associate 13 - 582,717,823 - 359,999,240
Other long-term investments 14 106,496,676 110,921,940 106,496,676 110,921,940
Land held for development 15 4,453,051,267 6,062,239,040 3,444,793,098 5,058,189,792
Advances for purchases of land 16 444,637,314 660,127,348 370,057,389 486,916,375
Investment properties 17 1,540,394,214 967,144,633 - -
Property, plant and equipment 18 963,199,365 1,048,494,432 195,800,087 221,924,422
Leasehold rights 19 1,313,107,573 1,289,401,269 36,817,582 40,028,676
Deferred tax assets 32 299,881,272 332,132,912 180,412,792 196,370,828
Other non-current assets 145,125,902 196,570,784 54,989,162 110,779,469
Total non-current assets 9,654,140,858 11,661,002,026 12,859,357,167 14,370,967,848
Total assets 31,305,124,170 30,668,102,168 27,190,290,010 24,496,163,664
The accompanying notes are an integral part of the financial statements.
206
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2014 2013 2014 2013
Liabilities and shareholders’ equity
Current liabilities
Trade and other payables 20 2,411,469,089 2,664,597,383 1,253,177,716 1,136,815,745
Current portion of notes payable -
leasehold rights 21 10,000,000 265,368,000 - -
Notes payable 22 724,401,242 512,490,000 380,547,608 187,800,000
Bills of exchange payable 23 636,237,037 - 636,237,037 -
Short-term loans from related parties 6 - - 175,000,000 75,000,000
Current portion of debentures 24 8,978,715,230 4,299,226,296 8,978,715,230 4,299,226,296
Current portion of long-term loans 25 747,144,814 747,169,126 381,763,635 331,229,073
Deposits and cash received in advance 217,013,978 340,958,913 152,514,825 85,568,239
Income tax payable 55,096,234 11,819,643 30,722,232 -
Short-term provisions 27 21,109,521 18,457,232 21,109,521 18,457,232
Other current liabilities 140,023,764 152,459,037 75,473,999 32,532,065
Total current liabilities 13,941,210,909 9,012,545,630 12,085,261,803 6,166,628,650
Non-current liabilities
Notes payable - leasehold rights,
net of current portion 21 10,000,000 20,000,000 - -
Debentures, net of current portion 24 4,600,000,000 6,948,846,146 4,600,000,000 6,948,846,146
Long-term loans, net of current portion 25 3,546,469,166 5,864,709,746 2,151,494,094 3,411,254,733
Provision for long-term employee benefits 26 121,443,067 93,677,838 89,456,239 60,512,643
Long-term provision 27 18,354,384 23,708,647 18,354,384 23,708,647
Deferred tax liabilities 32 17,470,077 - - -
Other non-current liabilities 39,848,075 58,229,039 39,724,812 42,733,460
Total non-current liabilities 8,353,584,769 13,009,171,416 6,899,029,529 10,487,055,629
Total liabilities 22,294,795,678 22,021,717,046 18,984,291,332 16,653,684,279
The accompanying notes are an integral part of the financial statements.
STATEMENT OF FINANCIAL POSITION (CONTINUED)
Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2014
207
The accompanying notes are an integral part of the financial statements.
STATEMENT OF FINANCIAL POSITION (CONTINUED)
Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2014
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2014 2013 2014 2013
Shareholders’ equity
Share capital 28
Registered
10,737,610,610 ordinary shares
of Baht 1 each
(2013: 5,961,161,256 ordinary shares
of Baht 1 each) 10,737,610,610 5,961,161,256 10,737,610,610 5,961,161,256
Issued and fully paid
5,782,951,655 ordinary shares
of Baht 1 each
(2013: 5,782,930,655 ordinary shares
of Baht 1 each) 5,782,951,655 5,782,930,655 5,782,951,655 5,782,930,655
Share discount (73,524,495) (73,524,495) (73,524,495) (73,524,495)
Retained earnings
Appropriated - statutory reserve 30 260,600,000 241,600,000 260,600,000 241,600,000
Unappropriated 3,101,543,321 2,721,746,279 2,241,929,809 1,893,969,209
Other components of shareholders' equity (119,177,152) (43,656,136) (5,958,291) (2,495,984)
Equity attributable to owners of the
Company 8,952,393,329 8,629,096,303 8,205,998,678 7,842,479,385
Non-controlling interests of the subsidiaries 57,935,163 17,288,819 - -
Total shareholders' equity 9,010,328,492 8,646,385,122 8,205,998,678 7,842,479,385
Total liabilities and shareholders' equity 31,305,124,170 30,668,102,168 27,190,290,010 24,496,163,664
208
The accompanying notes are an integral part of the financial statements.
STATEMENT OF COMPREHENSIVE INCOMEProperty Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2014 2013 2014 2013
Revenues
Revenues from sales of land and houses 6,275,563,226 6,836,468,926 4,167,770,745 4,407,380,650
Revenues from sales of residential
condominium units 3,667,121,096 2,626,443,167 369,413,331 334,661,989
Revenues from sales of land 1,628,706,329 529,504,438 1,628,206,329 324,867,671
Revenues from hotel operations 844,709,904 1,018,433,241 - -
Other income
Interest income 26,735,156 19,162,542 196,787,513 183,945,031
Revenues from forfeiture of down
payments 13,450,779 7,058,193 3,221,600 3,372,007
Gain on sales of investment in associate 13 77,303,334 - 360,000,040 -
Others 251,761,669 191,702,755 134,061,789 112,259,923
Total revenues 12,785,351,493 11,228,773,262 6,859,461,347 5,366,487,271
Expenses
Cost of sales of land and houses 4,085,591,485 4,575,293,544 2,710,763,068 2,914,854,790
Cost of sales of residential
condominium units 2,659,897,379 1,915,269,133 259,025,168 212,986,471
Cost of sale of land 1,088,280,532 256,568,115 1,088,280,532 142,064,886
Cost of hotel operations 650,593,209 636,213,112 - -
Selling expenses 1,216,588,170 1,183,593,853 658,353,767 630,001,007
Administrative expenses 1,852,635,009 1,870,973,675 1,010,472,579 960,721,685
Loss arising from rental guarantee 27 24,031,269 45,305,879 24,031,269 45,305,879
Total expenses 11,577,617,053 10,483,217,311 5,750,926,383 4,905,934,718
Profit before share of income
from investment in associate,
finance cost and income tax 1,207,734,440 745,555,951 1,108,534,964 460,552,553
Share of income from investment in
associate 13 59,978,121 59,785,935 - -
Profit before finance cost and income tax 1,267,712,561 805,341,886 1,108,534,964 460,552,553
Finance cost (611,251,240) (706,363,234) (629,420,641) (645,888,290)
209
The accompanying notes are an integral part of the financial statements.
STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2014 2013 2014 2013
Profit (loss) before income tax 656,461,321 98,978,652 479,114,323 (185,335,737)
Income tax 32 (254,200,442) (57,557,972) (112,153,723) 31,991,998
Profit (loss) for the year 402,260,879 41,420,680 366,960,600 (153,343,739)
Other comprehensive income:
Exchange differences on translation of
financial statements in foreign currency (34,876,202) 5,594,001 - -
Loss on changes in value of available-for-
sale investments
- net of income tax expenses (3,462,307) (277,592) (3,462,307) (277,592)
Other comprehensive income for the year (38,338,509) 5,316,409 (3,462,307) (277,592)
Total comprehensive income for the year 363,922,370 46,737,089 363,498,293 (153,621,331)
Profit (loss) attributable to:
Equity holders of the Company 398,797,042 82,929,049 366,960,600 (153,343,739)
Non-controlling interests of the subsidiaries 3,463,837 (41,508,369)
402,260,879 41,420,680
Total comprehensive income attributable to:
Equity holders of the Company 362,158,255 81,147,996 363,498,293 (153,621,331)
Non-controlling interests of the subsidiaries 1,764,115 (34,410,907)
363,922,370 46,737,089
Earnings per share 33
Basic earnings per share
Profit (loss) attributable to equity holders of
the Company 0.06896 0.01449 0.06346 (0.02679)
Diluted earnings per share
Profit attributable to equity holders of
the Company 0.06849 0.01427 0.06303
210
(Unit: Baht)
Consolidated financial statements Separate financial statements
2014 2013 2014 2013Cash flows from operating activities
Profit (loss) before tax 656,461,321 98,978,652 479,114,323 (185,335,737)
Adjustments to reconcile profit (loss) before tax to net cash
provided by (paid from) operating activities:
Share of income from investment in associate (59,978,122) (59,785,935) - -
Depreciation and amortisation 143,626,809 151,313,954 39,747,446 49,015,063
Allowance for doubtful accounts 1,952,600 - 1,952,600 -
Amortisation of prepaid expenses 45,290,061 51,902,440 26,290,070 28,763,826
Amortisation of deferred debenture issuing costs 30,642,787 47,217,111 30,642,787 47,217,111
Unrealised loss on exchange 39,148,520 79,602,112 - -
Rental received in advance recognition (4,194,963) (4,202,331) (4,194,963) (4,202,331)
Allowance for impairment loss on investment (reversal) (95,688) 107,604 (95,688) 107,604
Reduce cost to net realisable value (reversal) (4,843,403) 18,144,265 (4,843,403) 18,144,265
Reversal of allowance for impairment of land held for development (21,551,132) - (21,551,132) -
Provision for loss arising from rental guarantee 24,031,269 45,305,879 24,031,269 45,305,879
Gain on sales of investment in associate (77,303,335) - (360,000,040) -
Loss (gain) on sales of property, plant and equipment 1,486,714 (1,143,352) (739,036) (1,146,504)
Dividend income (6,599,618) (843,730) (6,599,618) (843,730)
Provision for long-term employee benefits 32,216,372 30,726,922 28,943,596 22,805,639
Change in fair value of forward exchange contracts (30,160,058) (10,718,235) - -
Interest income (26,735,156) (19,162,542) (196,787,513) (183,945,031)
Interest expenses 545,968,296 637,600,226 564,137,697 578,672,092
Profit from operating activities before changes
in operating assets and liabilities 1,289,363,274 1,065,043,040 600,048,395 414,558,146
Decrease (increase) in operating assets
Trade and other receivables 58,505,244 (39,754,055) 38,848,641 (42,574,997)
Notes receivable - land (755,076,220) (185,185,062) (928,190,220) (12,071,062)
Inventories (763,075) (2,734,328) - -
Project development costs 745,374,854 (1,541,140,201) (733,284,187) (569,185,488)
Advances to contractors (33,578,704) (243,822,752) (154,996,940) (99,031,127)
Other current assets (54,174,936) (18,021,224) (33,703,258) (7,969,390)
Other non-current assets 719,960 12,310,192 1,191,771 (14,652,085)
CASH FLOW STATEMENTProperty Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014
The accompanying notes are an integral part of the financial statements.
211
(Unit: Baht)
Consolidated financial statements Separate financial statements
2014 2013 2014 2013Increase (decrease) in operating liabilities
Trade and other payables (278,669,922) 1,070,221,439 148,629,166 333,836,764
Deposits and cash received in advance (123,944,935) 35,841,813 66,946,586 36,648,161
Other current liabilities (12,435,387) (27,298,205) 42,941,935 (7,626,558)
Other non-current liabilities (20,737,298) (5,210,053) 1,283,694 1,326,322
Net cash from (used in) operating activities 814,582,855 120,250,604 (950,284,417) 33,258,686
Cash paid for interest expenses (1,150,146,612) (1,021,882,124) (958,427,612) (777,779,584)
Cash paid for corporate income tax (161,697,050) (173,194,134) (64,292,287) (79,316,352)
Cash received from interest income 15,814,706 15,757,681 7,494,298 13,221,157
Cash received from return of withholding tax 54,282,946 26,914,531 54,282,946 -
Net cash used in operating activities (427,163,155) (1,032,153,442) (1,911,227,072) (810,616,093)
Cash flows from investing activities
Decrease (increase) in restricted deposits 23,004,570 (244,856,188) (225,209,870) 500,809
Increase in loans to related companies - - (1,236,738,465) (2,049,601,500)
Decrease in loans to related companies - - 808,085,933 1,870,668,658
Cash received from interest income - - 101,943,058 187,944,516
Cash received from dividend income 6,599,618 843,730 6,599,618 843,730
Net cash paid for purchases of investments in subsidiaries - (349,726,302) (20,000,000) (1,051,603,533)
Cash received from sale of investment in associate 719,999,280 - 719,999,280 -
Increase in other long-term investments - (100,515,821) - (100,515,821)
Cash received from sales of other long-term investments - 44,804,369 - 44,804,369
Decrease (increase) in land held for development 1,035,355,977 (161,581,634) 1,055,202,158 37,199,890
Increase in investment properties (407,256,676) - - -
Increase in advances for purchases of land (134,688,226) (299,260,143) (107,013,864) (269,539,475)
Increase in leasehold rights (6,194,128) (339,267,486) - -
Increase in property, plant and equipment (122,360,701) (131,027,260) (10,437,329) (20,159,846)
Cash received from sales of property, plant and equipment 2,656,127 2,008,301 764,348 1,973,738
Net cash from (used in) investing activities 1,117,115,841 (1,578,578,434) 1,093,194,867 (1,347,484,465)
Cash flows from financing activities
Cash paid for notes payble - leasehold rights (265,368,000) (10,000,000) - -
Cash received from notes payable 2,634,218,262 1,447,456,000 1,186,150,000 921,716,000
Cash paid for notes payable (2,422,307,020) (1,484,026,000) (993,402,392) (1,067,336,000)
Cash received from bills of exchange payable 1,166,237,037 - 1,166,237,037 -
Cash paid for bills of exchange payable (530,000,000) - (530,000,000) -
CASH FLOW STATEMENT (CONTINUED)
Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014
The accompanying notes are an integral part of the financial statements.212
(Unit: Baht)
Consolidated financial statements Separate financial statements
2014 2013 2014 2013Cash received from long-term loans 2,258,347,307 5,939,992,164 1,240,490,423 2,917,396,940
Cash paid for long-term loans (4,576,612,199) (4,485,141,245) (2,449,716,500) (1,888,906,438)
Cash received from debentures 8,518,500,000 7,000,000,000 8,518,500,000 7,000,000,000
Cash paid for debentures (6,218,500,000) (5,500,000,000) (6,218,500,000) (5,500,000,000)
Cash received from short-term loans from related parties - - 175,000,000 75,000,000
Cash received from non-controlling interests for issuance
of ordinary shares of subsidiary - 14,652,121 - -
Cash received from exercised warrants 21,000 141,882,692 21,000 141,882,692
Dividend paid - (187,522,527) - (187,522,527)
Net cash from financing activities 564,536,387 2,877,293,205 2,094,779,568 2,412,230,667
Increase in translation adjustment 824,858 8,396,613 - -
Net increase in cash and cash equivalents 1,255,313,931 274,957,942 1,276,747,363 254,130,109
Cash and cash equivalents at beginning of year 1,235,219,985 960,262,043 801,773,577 547,643,468
Cash and cash equivalents at end of year 2,490,533,916 1,235,219,985 2,078,520,940 801,773,577
- - - -
Supplemental cash flow information
Non-cash transactions
Transfer advances for purchases of land to project development
costs, land held for development and leashold rights 338,453,334 93,202,116 134,611,600 26,132,116
Transfer land held for development to project development costs 698,277,554 2,149,660,318 593,379,044 1,359,215,503
Transfer property, plant and equipment to project development costs 2,893,805 1,466,456 - -
Amortise leasehold rights as cost of investment properties 27,609,011 19,429,756 - -
Increase in investment properties as a result of accrued land rental expenses 61,488,336 29,523,284 - -
Increase in notes payable - leasehold rights - 255,368,000 - -
Settle advances for purchases of land against loan from related company
and interest payable - - 89,261,250 17,000,000
Transfer advances for purchases of land to other receivable 11,724,926 - - -
Transfer project development costs and land held for development
to investment properties - 967,144,633 - -
CASH FLOW STATEMENT (CONTINUED)
Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014
The accompanying notes are an integral part of the financial statements.213
(Unit:
Baht)
Cons
olid
ated
fina
ncia
l sta
tem
ents
Equi
ty a
ttrib
utab
le to
ow
ners
of t
he C
ompa
ny
E
quity
at
tribu
tabl
e t
o no
n-co
ntro
lling
i
nter
ests
of
the
subs
idia
ries
Tot
al
sha
reho
lder
s’
equ
ity
Iss
ued
and
fully
pai
d s
hare
cap
ital
Sha
re d
isco
unt
Othe
r com
pone
nts
of e
quity
Tot
al e
quity
a
ttrib
utab
le to
o
wne
rs o
f th
e Co
mpa
ny
Othe
r co
mpr
ehen
sive
inco
me
Diff
eren
ce
resu
lting
fr
om s
hare
sw
ap
bet
wee
n th
e su
bsid
iarie
s
Def
icit
from
th
e ch
ange
s in
th
e ow
ners
hip
inte
rest
s in
sub
sidi
arie
s
Tot
al o
ther
c
ompo
nent
s of
s
hare
hold
ers’
e
quity
Ret
aine
d ea
rnin
gs
Defic
it on
chan
ges
in v
alue
of
ava
ilabl
e-fo
r sal
e
inv
estm
ents
Exch
ange
diffe
renc
es o
n
trans
latio
n of
fina
ncia
l sta
tem
ents
in fo
reig
n cu
rrenc
y S
tatu
tory
rese
rve
Unap
prop
riate
d
Balanc
e as
at 1
Jan
uary 2
013
5,641
,047
,963
(7
3,52
4,49
5) 241
,600
,000
2,826
,339
,757
(2
,218
,392
)17
,308
,425
(46,09
1,94
5) (8
,777
,082
) (3
9,77
8,99
4) 8,595
,684
,231
34,95
1,51
6 8,630
,635
,747
Profit for t
he yea
r -
-
-
82,92
9,04
9 -
-
-
-
82,92
9,04
9 (4
1,50
8,36
9) 4
1,42
0,68
0
Other co
mpreh
ensiv
e inc
ome f
or th
e yea
r -
-
-
-
(277
,592
)(1
,503
,461
) -
-
(1,781
,053
) (1
,781
,053
) 7
,097
,462
5
,316
,409
Total c
ompr
ehen
sive inco
me for the
year
- -
- 8
2,92
9,04
9 (2
77,592
) (1
,503
,461
) -
-
(1,781
,053
) 8
1,14
7,99
6 (3
4,41
0,90
7) 4
6,73
7,08
9
Increa
se in
ord
inar
y sh
ares
as a
resu
lt
of w
arra
nt e
xercise
d 1
41,882
,692
-
-
-
-
-
-
-
-
141
,882
,692
-
141
,882
,692
Effect o
f cha
nge
in o
wner
ship in
tere
sts
in
sub
sidiary (N
ote
12)
-
-
-
-
-
-
-
(2,096
,089
) (2
,096
,089
) (2
,096
,089
) 1
6,74
8,21
0 1
4,65
2,12
1
Divid
end
paid (N
ote
36)
-
-
- (1
87,522
,527
) -
-
-
-
- (
187,52
2,52
7) - (
187,52
2,52
7)
Balanc
e as
at 3
1 De
cembe
r 201
35,78
2,93
0,65
5 (7
3,52
4,49
5) 2
41,600
,000
2,72
1,74
6,27
9 (2
,495
,984
) 1
5,80
4,96
4 (4
6,09
1,94
5) (1
0,87
3,17
1) (4
3,65
6,13
6)8,62
9,09
6,30
3 1
7,28
8,81
9 8,64
6,38
5,12
2
Balanc
e as
at 1
Jan
uary 2
014
5,78
2,93
0,65
5 (7
3,52
4,49
5) 241
,600
,000
2,72
1,74
6,27
9 (2
,495
,984
) 15,80
4,96
4 (4
6,09
1,94
5) (1
0,87
3,17
1) (4
3,65
6,13
6)8,62
9,09
6,30
3 17,28
8,81
9 8,646
,385
,122
Profit for t
he yea
r -
-
-
398
,797
,042
-
-
-
-
-
398
,797
,042
3
,463
,837
4
02,260
,879
Other co
mpreh
ensiv
e inc
ome f
or th
e yea
r -
-
-
-
(3,462
,307
) (3
3,17
6,48
0) -
-
(36,63
8,78
7) (3
6,63
8,78
7) (1
,699
,722
) (3
8,33
8,50
9)
Total c
ompreh
ensiv
e inco
me for the
yea
r -
-
-
398
,797
,042
(3
,462
,307
) (3
3,17
6,48
0) -
-
(36,63
8,78
7) 3
62,158
,255
1
,764
,115
3
63,922
,370
Unap
prop
riated
retained
ear
ning
s
tra
nsferre
d to statutory re
serve
-
-
19,00
0,00
0 (1
9,00
0,00
0) -
-
-
-
-
-
-
-
Increa
se in
ord
inar
y sh
ares
as a
resu
lt
of w
arra
nt e
xercise
d (N
ote
28)
21,00
0 -
-
-
-
-
-
-
-
21,00
0 -
21,00
0
Effect o
f cha
nge
in o
wner
ship in
tere
sts
in sub
sidiary (N
ote
12)
-
-
-
-
-
-
-
(38,88
2,22
9) (3
8,88
2,22
9) (3
8,88
2,22
9) 3
8,88
2,22
9 -
Balanc
e as
at 3
1 De
cembe
r 201
45,78
2,95
1,65
5 (7
3,52
4,49
5) 2
60,600
,000
3,10
1,54
3,32
1 (5
,958
,291
) (1
7,37
1,51
6) (4
6,09
1,94
5) (4
9,75
5,40
0) (1
19,177
,152
)8,95
2,39
3,32
9 5
7,93
5,16
3 9,01
0,32
8,49
2
STAT
EMEN
T OF
CH
ANGE
S IN
SH
AREH
OLD
ERS’
EQU
ITY
Prop
erty
Per
fect
Pub
lic C
ompa
ny L
imite
d an
d its
sub
sidia
ries
For t
he y
ear e
nded
31
Dece
mbe
r 201
4
The
acco
mpa
nying
notes ar
e an
integr
al p
art o
f the
fina
ncial s
tatemen
ts.
214
The
acco
mpa
nying
notes ar
e an
integr
al p
art o
f the
fina
ncial s
tatemen
ts.
STAT
EMEN
T OF
CH
ANGE
S IN
SH
AREH
OLD
ERS’
EQU
ITY
(CON
TIN
UED
)
Prop
erty
Per
fect
Pub
lic C
ompa
ny L
imite
d an
d its
sub
sidia
ries
For t
he y
ear e
nded
31
Dece
mbe
r 201
4(U
nit:
Baht)
Sepa
rate
fina
ncia
l sta
tem
ents
Othe
r com
pone
nts
of e
quity
Othe
r co
mpr
ehen
sive
in
com
e
Issu
ed a
nd
fully
pai
d s
hare
cap
ital
Sha
re d
isco
unt
Reta
ined
ear
ning
s D
efic
it on
ch
ange
s in
val
ue o
f a
vaila
ble-
for-
sale
i
nves
tmen
ts
Tot
al o
ther
c
ompo
nent
s of
s
hare
hold
ers’
e
quity
Tot
al
sha
reho
lder
s’
equ
ity
Stat
utor
y re
serv
e U
napp
ropr
iate
d
Balanc
e as
at 1
Jan
uary 2
013
5,641
,047
,963
(7
3,52
4,49
5) 2
41,600
,000
2
,234
,835
,475
(2
,218
,392
) (2
,218
,392
) 8
,041
,740
,551
Profit for t
he yea
r -
-
-
(153
,343
,739
) -
-
(153
,343
,739
)
Other
com
preh
ensiv
e inco
me
for t
he yea
r -
-
-
-
(277
,592
) (2
77,592
) (2
77,592
)
Total c
ompr
ehen
sive
inco
me
for t
he yea
r -
-
-
(153
,343
,739
) (2
77,592
) (2
77,592
) (1
53,621
,331
)
Increa
se in
ord
inar
y sh
ares
as a
resu
lt of w
arra
nt e
xercise
d 1
41,882
,692
-
-
-
-
-
141
,882
,692
Divid
end
paid (N
ote
36)
-
-
-
(187
,522
,527
) -
-
(187
,522
,527
)
Balanc
e as
at 3
1 De
cembe
r 201
3 5
,782
,930
,655
(7
3,52
4,49
5) 2
41,600
,000
1
,893
,969
,209
(2
,495
,984
) (2
,495
,984
) 7
,842
,479
,385
Balanc
e as
at 1
Jan
uary 2
014
5,782
,930
,655
(7
3,52
4,49
5) 2
41,600
,000
1
,893
,969
,209
(2
,495
,984
) (2
,495
,984
) 7
,842
,479
,385
Profit for t
he yea
r -
-
-
366
,960
,600
-
-
366
,960
,600
Other
com
preh
ensiv
e inco
me
for t
he yea
r -
-
-
-
(3,462
,307
) (3
,462
,307
) (3
,462
,307
)
Total c
ompr
ehen
sive
inco
me
for t
he yea
r -
-
-
366
,960
,600
(3
,462
,307
) (3
,462
,307
) 3
63,498
,293
Unap
prop
riated re
tained
ear
ning
s tra
nsferre
d to st
atutor
y res
erve
-
-
19,00
0,00
0 (1
9,00
0,00
0) -
-
-
Increa
se in
ordina
ry sh
ares
as a
resu
lt of w
arrant ex
ercis
ed (N
ote 2
8) 2
1,00
0 -
-
-
-
-
21,00
0
Balanc
e as
at 3
1 De
cembe
r 201
4 5
,782
,951
,655
(7
3,52
4,49
5) 2
60,600
,000
2
,241
,929
,809
(5
,958
,291
) (5
,958
,291
) 8
,205
,998
,678
215
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014
1. General informationProperty Perfect Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand.
The Company is principally engaged in the property development. The registered office of the Company is at
100/1 Vorasombat Building, 17th Floor, Rama 9 Road, Huaykwang, Bangkok.
2. Basis of preparation
2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under
the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations
of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting
Act B.E. 2543.
The financial statements in Thai language are the official statutory financial statements of the Company. The financial
statements in English language have been translated from the Thai language financial statements.
The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the
accounting policies.
2.2 Basis of consolidation
a) The consolidated financial statements include the financial statements of the Company (“the Company”) and the
following subsidiary companies (“the subsidiaries”):
Company’s name Nature of businessCountry of
incorporation
Percentage of
shareholding
2014 2013
Subsidiaries directly owned by the Company
Estate Perfect Company Limited Property development Thailand 100.00 100.00
Perfect Sport Club Company Limited Clubhouse management Thailand 100.00 100.00
Bright Development Bangkok Company Limited Property development Thailand 100.00 100.00
Residence Number Nine Limited Property development Thailand 100.00 100.00
U&I Construction Bangkok Company Limited Construction service Thailand 100.00 100.00
Perfect Prefab Company Limited Producing and assembling
prefabricated building system
Thailand 51.00 51.00
Uniloft Service (Thailand) Company Limited Apartment service Thailand 100.00 100.00
We Retail Public Company Limited Property development, shopping
mall and commercial areas
Thailand 93.31 93.31
Property Perfect International Pte. Ltd. Investment in overseas projects Singapore 100.00 100.00
216
Company’s name Nature of businessCountry of
incorporation
Percentage of
shareholding
2014 2013
Subsidiaries directly owned by the Company
(continued)
Chiangmai Development Company Limited Property development Thailand 100.00 100.00
Ramintra Mall Company Limited (Formerly
known as “Mariya Stuff Company Limited”)
Property development Thailand 100.00 100.00
Subsidiary which the Company owns through
We Retail Public Company Limited
Centrepoint Shopping Mall Company Limited Property development, shopping
mall and commercial areas
Thailand 93.31 93.31
Subsidiaries which the Company owns through
Property Perfect International Pte. Ltd.
Kiroro Resort Holdings Company Limited
(Formerly known as “Share Group Company
Limited”)
Hotel operations Japan 95.61 69.01
Kabushiki Kaisha Kiroro Associates Co., Ltd. Hotel management Japan 95.61 69.01
b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company obtains
control, and continue to be consolidated until the date when such control ceases.
c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the
Company.
d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht using
the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly
average exchange rates. The resulting differences are shown under the caption of “Exchange differences on
translation of financial statements in foreign currency” in the statements of changes in shareholders’ equity.
e) Material balances and transactions between the Company and its subsidiaries have been eliminated from the
consolidated financial statements.
f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held
by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated
statement of financial position.
2.3 The separate financial statements, which present investments in subsidiaries and associate under the cost method, have
been prepared solely for the benefit of the public.
3. New financial reporting standards
Below is a summary of financial reporting standards that became effective in the current accounting year and those
that will become effective in the future.
217
(a) Financial reporting standards that became effective in the current accounting year
Conceptual Framework for Financial Reporting (revised 2014)
Accounting Standards:
TAS 1 (revised 2012) Presentation of Financial Statements
TAS 7 (revised 2012) Statement of Cash Flows
TAS 12 (revised 2012) Income Taxes
TAS 17 (revised 2012) Leases
TAS 18 (revised 2012) Revenue
TAS 19 (revised 2012) Employee Benefits
TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates
TAS 24 (revised 2012) Related Party Disclosures
TAS 28 (revised 2012) Investments in Associates
TAS 31 (revised 2012) Interests in Joint Ventures
TAS 34 (revised 2012) Interim Financial Reporting
TAS 36 (revised 2012) Impairment of Assets
TAS 38 (revised 2012) Intangible Assets
Financial Reporting Standards:
TFRS 2 (revised 2012) Share-based Payment
TFRS 3 (revised 2012) Business Combinations
TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued Operations
TFRS 8 (revised 2012) Operating Segments
Accounting Standard Interpretations :
TSIC 15 Operating Leases - Incentives
TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease
TSIC 29 Service Concession Arrangements: Disclosures
TSIC 32 Intangible Assets - Web Site Costs
Financial Reporting Standard Interpretations:
TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities
TFRIC 4 Determining whether an Arrangement contains a Lease
TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental
Rehabilitation Funds
TFRIC 7 Applying the Restatement Approach under TAS 29
Financial Reporting in Hyperinflationary Economies
TFRIC 10 Interim Financial Reporting and Impairment
TFRIC 12 Service Concession Arrangements
218
TFRIC 13 Customer Loyalty Programmes
TFRIC 17 Distributions of Non-cash Assets to Owners
TFRIC 18 Transfers of Assets from Customers
Accounting Treatment Guidance for Stock Dividend
These financial reporting standards were amended primarily to align their content with the corresponding International
Financial Reporting Standards. Most of the changes were directed towards revision of wording and terminology, and
provision of interpretations and accounting guidance to users of the accounting standards. These financial reporting
standards do not have any significant impact on the financial statements.
(b) Financial reporting standards that will become effective in the future The Federation of Accounting Professions has issued a number of revised and new financial reporting standards that
become effective for fiscal years beginning on or after 1 January 2015. These financial reporting standards were aimed
at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed
towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of
accounting standards. The management of the Company and its subsidiaries believes they will not have any significant
impact on the financial statements in the year in which they are adopted. However, some of these financial reporting
standards involve changes to key principles, as discussed below:
Accounting Standards:
TAS 19 (revised 2014) Employee Benefits
Financial Reporting Standards:
TFRS 10 Consolidated Financial Statements
TFRS 11 Joint Arrangements
TFRS 12 Disclosure of Interests in Other Entities
TFRS 13 Fair Value Measurement
Based on the preliminary analysis performed, the management of the Company and its subsidiaries believes that these
financial reporting standards will not have any significant impact on the financial statements of the Company and its
subsidiaries, except as follows:
TAS 19 (revised 2014) Employee Benefits
This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive
income while the existing standard allows the entity to recognise such gains and losses immediately in profit or loss, or in
other comprehensive income, or to recognise them gradually in profit or loss.
At present, the Company and its subsidiaries gradually recognise actuarial gains and losses in profit or loss. The assessment
of the management of the Company and its subsidiaries is that when the revised standard is applied in 2015 and there is
a change to immediately recognise those gains and losses in other comprehensive income, the Company and its subsidiaries
will have to increase provision for long-term employee benefit liabilities of Baht 38.7 million (Separate financial statements:
Baht 36.1 million) (net of related tax of Baht 9.7 million (Separate financial statements: Baht 9.0 million)) and decrease
retained earnings of Baht 38.7 million (Separate financial statements: Baht 36.1 million).
219
4. Significant accounting policies4.1 Revenue recognition Revenues from sales of land and houses/residential condominium units/land
Revenues from sales of land and houses/residential condominium units/land are recognised as revenues when significant
risks and rewards are transferred to the buyer.
Revenue from hotel operations
Revenue from hotel operations mainly comprises room sales, food and beverage sales and revenue from auxiliary
activities. Sales are the invoiced value, excluding value added tax, of goods supplied and services rendered after
deducting discounts.
Interest income
Interest income is recognised on an accrual basis based on the effective interest rate.
Dividends
Dividends are recognised when the right to receive the dividends is established.
4.2 Cost of sales of land and houses/residential condominium units In determining the cost of sales of land and houses/residential condominium units, the anticipated total development
costs (after recognising the costs incurred to date) are attributed to units already sold on the basis of the salable area
and then recognised as costs in profit or loss.
4.3 Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original
maturity of three months or less and not subject to withdrawal restrictions.
4.4 Accounts receivable Accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated
losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences
and analysis of debt aging.
4.5 InventoriesInventories are valued at the lower of cost (first-in, first-out method) and net realisable value.
4.6 Project development costs Project development costs are valued at the lower of cost and net realisable value.
Project development costs consist of the costs of land, land development, construction, land lease and related interest.
4.7 Borrowing costs Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing
costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs
in connection with the borrowing of funds.
220
4.8 Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).
No depreciation is provided on investment properties in progress.
4.9 Property, plant and equipment and depreciation Property, plant and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of
assets (if any).
Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the estimated
useful lives:
Office buildings and clubhouses 5 to 20 years
Hotel buildings 5 to 41 years
Hotel building improvements 2 to 30 years
Office and hotel furniture and fixtures 2 to 18 years
Tools and equipment 2 and 5 years
Motor vehicles 2 to 17 years
Others 2 to 18 years
Depreciation is included in profit or loss.
No depreciation has been provided on land and construction in progress.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when
the asset is derecognised.
4.10 Leasehold rights and amortisation Leasehold right is stated at cost less accumulated amortization and allowance for loss on impairment of assets (if any).
Amortisation of leasehold right is calculated by reference to its cost on a straight-line basis over the leasehold period.
Amortisation is included in profit or loss and is capitalised as part of project costs for projects under development.
4.11 Investments
a) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities
are recorded in profit or loss.
b) Investments in available-for-sale securities are stated at fair value. Changes in the fair value of these securities
are recorded in comprehensive income, and will be recorded in profit or loss when the securities are sold.
c) Investments in non-marketable equity securities, which the Company classified as other investments, are stated
at cost net of allowance for loss on impairment (if any).
d) Investment in associate is accounted for in the consolidated financial statements using the equity method.
221
e) Investments in subsidiaries and associate are accounted for in the separate financial statements using the cost
method net of allowance for loss on impairment (if any).
The fair value of marketable securities (investments in securities held for trading and available-for-sale securities) is based
on the latest bid price of the last working day of the year. The fair value of unit trusts is determined from their net asset value.
The weighted average method is used for computation of the cost of investments.
In the event the Company and its subsidiaries reclassified investments from one type to another, such investments will be
readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the investments
and the fair value on the date of reclassification is recorded in profit or loss or recorded as other components of shareholders’
equity, depending on the type of investment that is reclassified.
On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is
recognised in profit or loss.
4.12 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries, whether
directly or indirectly, or which are under common control with the Company and its subsidiaries.
They also include associate and individuals which directly or indirectly own a voting interest in the Company and its subsidiaries
that gives them significant influence over the Company and its subsidiaries, key management personnel, directors and officers
with authority in the planning and direction of the operations of Company and its subsidiaries.
4.13 Long-term leases Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified
as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present
value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in
long-term payables, while the interest element is charged to profit or loss over the lease period. The assets acquired
under finance leases are depreciated over the shorter of the useful life of the asset and the lease period.
Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are
classified as operating leases. Operating lease payments are recognised as an expense in profit or loss on a straight
line basis over the lease term.
4.14 Foreign currencies The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional
currency. Items of each entity included in the consolidated financial statements are measured using the functional
currency of that entity.
Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling
at the end of reporting period.
Gains and losses on exchange are included in profit or loss.
Exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation
will be recognised initially in other comprehensive income in the consolidated financial statements and reclassified
from equity to profit or loss on disposal of the net investment.222
4.15 Impairment of assets At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the
assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is
recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell
and its value in use, is less than the carrying amount.
An impairment loss is recognised in profit or loss.
In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no
longer exist or may have decreased, such reversal is recognised in profit or loss.
4.16 Employee benefits
Short-term employee benefits
Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.
Post-employment benefits
Defined contribution plans
The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly
contributed by employees and by the Company and its subsidiaries. The fund’s assets are held in a separate trust
fund and the contributions are recognised as expenses when incurred.
Defined benefit plans
The Company and its subsidiaries have obligations in respect of the severance payments they must make to employees
upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a
defined benefit plan.
The obligation under the defined benefit plan is determined by a professionally qualified independent actuary and an
overseas subsidiary’s management based on actuarial techniques, using the projected unit credit method.
Actuarial gains and losses arising from post-employment benefits are recognised as income or expenses when the net
cumulative unrecognised actuarial gains and losses at the end of the previous reporting period exceed 10% of the defined
benefit obligation at that date. These gains or losses are recognised over the expected average remaining working lives of
the employees participating in the plan.
For the first-time adoption of TAS 19 Employee Benefits in 2011, the Company and its subsidiaries elected to recognise
the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous
accounting policy as an expense on a straight-line basis over up to five years from the date of adoption.
4.17 Provisions Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event,
they are probable that outflow of resources embodying economic benefits will be required to settle the obligation, and
reliable estimate can be made of the amount of the obligation.
4.18 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax.
Current tax
Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based
on taxable profits determined in accordance with tax legislation.
223
Deferred tax
Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their
carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period.
The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they
recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that
it is probable that future taxable profit will be available against which such deductible temporary differences and tax
losses carried forward can be utilised.
At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax assets to be utilised.
The Company and its subsidiaries record deferred tax directly to shareholders’ equity if the tax relates to items that
are recorded directly to shareholders’ equity.
4.19 Derivatives Forward exchange contracts
Forward exchange contracts are presented in the financial statements at fair value. Unrealised gain or loss from the
forward contracts is recorded in profit or loss.
5. Significant accounting judgments and estimatesThe preparation of financial statements in conformity with financial reporting standards at times requires management
to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and
estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgements
and estimates are as follows:
Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required
to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred,
taking into consideration terms and conditions of the arrangement.
Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon,
among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.
Fair value of financial instruments In determining the fair value of financial instruments that are not actively traded and for which quoted market prices
are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The
input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-
term volatility of financial instruments.
224
Impairment of investments The Company and its subsidiaries treat available-for-sale investments and other investments as impaired when there
has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of
impairment exists. The determination of what is “significant” or “prolonged” requires judgement of the management.
Property plant and equipment/Investment properties/Depreciation In determining depreciation of plant and equipment and investment properties, the management is required to make
estimates of the useful lives and residual values of the plant and equipment and investment properties and to review
estimate useful lives and residual values when there are any changes.
In addition, the management is required to review property, plant and equipment and investment properties for impairment
on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower
than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets
subject to the review.
Project development costs estimation In recognising revenue from real estate sales, the Company and its subsidiaries need to estimate all project development
costs, including land costs, land improvement costs, design costs, construction costs, and borrowing costs for construction.
The management estimates these costs based on their business experience and revisit the estimation on a periodical basis
or when the actual costs incurred significantly vary from the estimation.
Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is
probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant
management judgement is required to determine the amount of deferred tax assets that can be recognised, based
upon the likely timing and level of estimate future taxable profits.
Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made
based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.
Provision for loss arising from rental guarantee In recording provision for loss arising from rental guarantee, the management estimates the cost of the expenses
expected to be incurred as a result of providing rental guarantee based on the present value of the difference between
the projected dormitory rental income from individuals and rental expense the Company has contracted to pay to the
Fund, based on various assumptions, including rental rate, occupancy rate and discount rate. The estimate is reviewed
whenever circumstances change.
Litigations The Company and its subsidiaries have contingent liabilities as a result of litigations. The management has used judgement
to assess the results of the litigations and believes that no loss will result. Therefore no contingent liabilities are recorded
as at the end of reporting period.
225
6. Related party transactionsDuring the years, the Company and its subsidiaries had significant business transactions with related parties. Such
transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial
terms and bases agreed upon between the Company, its subsidiaries and those related parties.
(Unit: Million Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013 Transfer Pricing policy
Transactions with subsidiaries
(Eliminated from the consolidated financial statements)
Sales of land - - - 71 By agreement
Interest income - - 175 171 5.02% - 7.38% per annum
Interest expenses - - 9 - 7.38% per annum
Clubhouse management expenses - - 4 16 By agreement
Cost of construction of houses - - 21 67 By agreement
Transactions with related individual and companies
Cost of construction of houses 6 2 - 1 By agreement
Consultation fee 4 3 2 2 By agreement
As at 31 December 2014 and 2013, the balances of the accounts between the Company, its subsidiaries and those
related companies were as follows:
(Unit: Million Baht)
Consolidated financial
statementsSeparate
financial statements
2014 2013 2014 2013
Other receivables - related parties (Note 8)
Subsidiaries - - 114,531 38,096
Total other receivables - related parties - - 114,531 38,096
Advances to contractor - related party
Related company (a subsidiary’s shareholder) 14,397 14,464 14,390 14,459
Total advances to contractor - related party 14,397 14,464 14,390 14,459
Trade and other payables - related parties (Note 20)
Subsidiaries - - 5,424 26,338
Related companies (a subsidiary’s shareholder) 4,474 2,879 948 2,118
Total trade and other payables - related parties 4,474 2,879 6,372 28,456
226
Loans to and loans from related parties
As at 31 December 2014 and 2013, the balance of loans between the Company and its subsidiaries and the movements
were as follows:(Unit: Thousand Baht)
Separate financial statements
Long-term loans to subsidiariesBalance as at
31 December 2013
Increase during
the year
Decreaseduring
the yearBalance as at
31 December 2014
Estate Perfect Co., Ltd. 410,264 155,000 (319,065) 246,199
Bright Development Bangkok Co., Ltd. 1,712,611 270,000 (299,051) 1,683,560
Residence Number Nine Co., Ltd. 5,171 - (5,171) -
U&I Construction Bangkok Co., Ltd. - 100,000 - 100,000
Perfect Prefab Co., Ltd. 60,000 - - 60,000
We Retail Plc. 411,094 363,900 - 774,994
Property Perfect International Pte. Ltd. 857,165 340,799 (184,799) 1,013,165
Chiangmai Development Co., Ltd. - 17,330 - 17,330
Total 3,456,305 1,247,029 (808,086) 3,895,248
(Unit: Thousand Baht)
Separate financial statements
Short-term loans to subsidiariesBalance as at
31 December 2013
Increase during
the year
Decreaseduring
the yearBalance as at
31 December 2014
Chiangmai Development Co., Ltd. 75,000 - (75,000) -
Residence Number Nine Co., Ltd. - 175,000 - 175,000
Total 75,000 175,000 (75,000) 175,000
Directors’ and management’s benefits
During the years ended 31 December 2014 and 2013, the Company and its subsidiaries had employee benefit expenses
payable to their directors and management as below.(Unit: Million Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Short-term employee benefits 66.5 77.2 44.5 57.2
Post-employment benefits 8.8 7.1 6.7 5.0
Total 75.3 84.3 51.2 62.2
Guarantee obligations with related parties
The Company has outstanding guarantee obligations with its subsidiaries, as described in Note 37.4 a)
to the financial statements.227
7. Cash and cash equivalents (Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Cash 4,737 5,378 1,615 2,195
Bank deposits 2,485,797 1,229,842 2,076,906 799,579
Total 2,490,534 1,235,220 2,078,521 801,774
As at 31 December 2014, bank deposits in saving accounts and fixed deposits carried interests between 0.02% and 1.10%
per annum (2013: between 0.02% and 1.75% per annum).
8. Trade and other receivablesAs at 31 December 2014 and 2013, trade and other receivables were classified by aging as follows.
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Trade receivables - real estate business
Aged on the basis of due dates
Not yet due 968 - - -
Past due
Up to 3 months 1,663 1,960 - 1,960
6 - 12 months - 250 - 250
Over 12 months 4,142 9,836 4,113 9,836
Total 6,773 12,046 4,113 12,046
Less: Allowance for doubtful debts (2,183) (200) (2,153) (200)
Trade receivable - real estate business, net 4,590 11,846 1,960 11,846
Trade receivables - hotel business
Aged on the basis of due dates
Past due
Up to 3 months 119,462 121,831 - -
3 - 6 months 109 6 - -
6 - 12 months 519 593 - -
Trade receivable - hotel business 120,090 122,430 - -
Trade receivable, net 124,680 134,276 1,960 11,846
228
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Other receivables
Advances - related parties - - 14,829 12,416
Interest receivables - related parties - - 98,772 25,680
Other receivables - related party - - 930 -
Interest receivables - 3,337 - -
Accounts receivable - forward contacts 26,851 10,632 - -
Other receivables 39,900 50,838 30,000 50,000
Total other receivables 66,751 64,807 144,531 88,096
Trade and other receivables, net 191,431 199,083 146,491 99,942
9. Notes receivable - landAs at 31 December 2014, notes receivable - land consisted of the following:
The Company
a) A note receivable of the Company amounting to Baht 15.0 million (2013: Baht 27.6 million). During the year 2014,
the Company received payment of Baht 12.6 million from the debtor and subsequently, in February 2015, the
Company received the remaining payment of Baht 15.0 million.
b) Notes receivable of the Company totaling Baht 1,000.0 million (2013: Nil), as discussed in Note 15 to the financial
statements. The Company recorded the promissory notes by discounting a weighted average cost of fund of the
Company and its subsidiaries. The notes receivable are stated at all future receipts, net of deferred interest income.
The details are as follows:
(Unit: Thousand Baht)
Consolidated and separate financial statements
2014 2013
Notes receivable - land 1,000,000 -
Less: Deferred interest income (59,260) -
Notes receivable - land, net 940,740 -
The Company recorded interest income from the above transaction amounting to Baht 14.3 million in the profit
or loss for the year 2014.
A subsidiary
During the year 2014, the subsidiary received all payment of Baht 173.1 million from the debtor. 229
10. Inventories(Unit: Thousand Baht)
Consolidated financial statements
CostReduce cost to net
realisable value Inventories - net
2014 2013 2014 2013 2014 2013
Food and beverage 50,269 70,626 (42,733) (62,472) 7,536 8,154
Other goods and supplies 76,252 118,918 (48,709) (92,756) 27,543 26,162
Total 126,521 189,544 (91,442) (155,228) 35,079 34,316
11. Project development costs (Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Land and construction developed 4,148,850 4,695,946 1,754,228 2,569,743
Land and construction under development 13,427,925 12,307,225 9,104,233 6,521,140
Total 17,576,775 17,003,171 10,858,461 9,090,883
Less: Reduce cost to net realisable value (52,169) (76,389) (51,644) (75,810)
Net 17,524,606 16,926,782 10,806,817 9,015,073
Borrowing costs 464,353 438,555 339,260 252,318
Interest rate (%) 4.70 - 7.38 6.38 - 7.38 4.70 - 7.38 6.38 - 7.38
Mortgaged as collateral for credit facilities, 13,937,281 14,061,835 8,075,306 6,894,736
guarantees and debentures
During the year 2014, the Company and its subsidiaries reversed Baht 19.4 million (Separate financial statements: Baht 19.3
million) of the write-down of project development costs in accordance with their sale transactions (2013: Baht 3.1 million (Separate
financial statements: Baht 3.0 million)), and recorded the amount as a deduction from project development costs recognised as cost
of sales of land and houses during the year.
In addition, during the year 2014, the Company reduced project development costs by Baht 9.4 million (2013: Baht 18.1 million)
to reflect the net realisable values per appraisal reports prepared by independent valuers, and reversed Baht 14.2 million (2013: Nil)
of the write-down of project development costs based on appraisal reports prepared by independent valuers. The Company presented
the net amount of these transactions under “Cost of sales of land and houses” in profit or loss.
230
12. Investments in subsidiaries Details of investments in subsidiaries as presented in separate financial statements are as follows:
(Unit: Thousand Baht)
Company’s name Paid-up capital Cost
2014 2013 2014 2013
Estate Perfect Company Limited 1,200,000 1,200,000 738,459 738,459
Perfect Sport Club Company Limited 25,000 5,000 25,000 5,000
Bright Development Bangkok Company Limited 1,000,000 1,000,000 999,999 999,999
Residence Number Nine Company Limited 1,000,000 1,000,000 507,000 507,000
U&I Construction Bangkok Company Limited 100,000 100,000 100,000 100,000
Perfect Prefab Company Limited 2,500 2,500 1,275 1,275
Uniloft Service (Thailand) Company Limited 1,325 1,325 1,325 1,325
We Retail Public Company Limited 1,330,912 6,337,678 1,300,988 1,300,988
Property Prefect International Pte. Ltd. - - - -
Chiangmai Development Company Limited 200,000 200,000 200,000 200,000
Ramintra Mall Company Limited (Formerly known as
“Mariya Stuff Company Limited”) 350,000 350,000 350,000 350,000
Total 4,224,046 4,204,046
Subsidiaries directly owned by the Company
We Retail Public Company Limited (“We Retail”) In July 2013, the Company invested Baht 500.4 million in the increase of ordinary shares of We Retail, in proportion
to its existing shareholding. However, some of non-controlling interests had not invested in the increased shares in proportion to their existing shareholdings. As a result, the Company’s shareholding in We Retail increased from 91.05% to 93.31%. The Company recorded effect of the change in its shareholding in We Retail in other components of equity, under shareholders’ equity.
The change in the ownership interests in We Retail was detailed below.(Unit: Thousand Baht)
Non-controlling interests investing in additional ordinary shares of We Retail 14,652
Less Non-controlling interests of We Retail adjusted (16,748)
Deficit from the change in the ownership interests in We Retail (2,096)
We Retail reduced its registered, issued and paid-up share capital from Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) to Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) by changing the par value of ordinary shares from Baht 5 to Baht 1.05 per share, with the capital reduction of Baht 5,006,766,070 to be used to offset share discount and deficit, respectively. In addition, We Retail increased its registered share capital from Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) to Baht 4,761,825,000 (4,535,071,428 ordinary shares with a par value of Baht 1.05 each). We Retail registered the decrease and increase in its registered, issued and paid-up share capital with the Ministry of Commerce on 5 and 6 March 2014, respectively. Currently, We Retail is in the process of allocating the additional ordinary shares to its existing shareholders (via a rights offering) and by private placement, in accordance with a resolution of the Extraordinary
General Meeting of shareholders of We Retail. 231
Perfect Sport Club Company Limited (“Perfect Sport Club”) On 15 September 2014, the Extraordinary General Meeting of shareholders of Perfect Sport Club passed a resolution to approve
an increase of Baht 45 million in its registered capital, from Baht 5 million to Baht 50 million, by issuing 450,000 ordinary shares
with a par value of Baht 100 per share that are 44.44% paid-up, or a total of Baht 20 million. The Company acquired all additional
ordinary shares, meaning its shareholding in Perfect Sport Club is unchanged at 100%.
Ramintra Mall Company Limited (“Ramintra Mall”) (Formerly known as “Mariya Stuff Company Limited”)
On 8 August 2013, a meeting of the Company’s Board of Directors passed a resolution to acquire 3.5 million ordinary
shares with a value of Baht 100 each in Ramintra Mall, for a total of Baht 350 million. Ramintra Mall is engaged in the
property development business and has a share capital of Baht 350 million (3.5 million ordinary shares with a par
value of Baht 100 each).
Fair value of the identifiable assets and liabilities as at the acquisition date of investment in Ramintra Mall can be
summarised below.
(Unit: Thousand Baht)
Cash and cash equivalents 274
Advance for purchase of land 74,254
Leasehold rights 275,481
Other current liabilities (9)
Total net assets 350,000
Cash payment for purchase of investment in Ramintra Mall 350,000
Less: Cash and cash equivalents of Ramintra Mall (274)
Net cash payment for purchase of investment in Ramintra Mall 349,726
Subsidiary owned by the Company through We Retail
Centrepoint Shopping Mall Company Limited (“Centrepoint”) Centrepoint received the remaining value of the ordinary shares, amounting to Baht 99.8 million (4,990,000 ordinary
shares at a value of Baht 20 each) from We Retail.
Subsidiaries owned by the Company through Property Perfect International Pte. Ltd. (“PPI”)
Kiroro Resort Holdings Co., Ltd. (“KRH”) [Formerly known as “Share Group Co., Ltd.”] In March 2014, PPI invested JPY 500 million in KRH’s additional ordinary shares (100,000 ordinary shares with a value
of JPY 5,000 each) and the share price was settled against loans from PPI to KRH. As a result, PPI’s shareholding in
KRH increased from 69.01% to 95.61%. The Company recorded effect of the change in its interest in KRH, amounting
to JPY 126.4 million (Baht 38.9 million) in other components of equity under shareholders’ equity in the consolidated
statement of financial position.
Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) On June 2014, KA reduced its issued and fully paid share capital and share premium from JPY 750 million to JPY 60
million, with the capital and share premium reduction of JPY 690 million to be used to offset the deficit.
232
Acquisitions of the businesses of Thai Property Public Company Limited (“TPROP”) and Grande Asset Hotels and Property Public Company Limited (“GRAND”) On 29 July 2014, the Extraordinary General Meeting of the Company’s shareholders passed the following significant resolutions:
a) To approve the Company’s acquisition of the business of TPROP through a tender offer for all shares of TPROP, whereby the Company is to settle the consideration due to those shareholders of TPROP who accept the tender offer with additionally issued ordinary shares of the Company, at a swap ratio of 2 shares of TPROP for 1 share of the Company (or equivalent to 1 share of TPROP to 0.5 share of the Company), with any fractions of shares of TPROP after the swap calculation settled in cash at a price of Baht 0.57 per share. However, the above is subject to the condition that when the said tender offer period ends, the total number of shareholders of TPROP who accept the tender offer represent not less than 75% of the total number of issued and paid-up shares of TPROP.
b) To approve the Company’s purchase of the shares of GRAND (in the event that the acquisition of TPROP is accomplished, resulting in the Company gaining significant control over GRAND) by means of a tender offer for all shares of GRAND, whereby the Company will settle the consideration due to those shareholders of GRAND who accept the tender offer with additionally issued ordinary shares of the Company at a swap ratio of 114 shares of GRAND to 131 shares of the Company (or equivalent to 1 share of GRAND to 1.149123 shares of the Company), with any fractions of shares of GRAND after the swap calculation to be paid in cash at a price of Baht 1.31 per share.
c) To approve the reduction of the registered capital of the Company, from the existing amount of Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each) to Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) by canceling the 180,534 registered ordinary shares which were reserved to accommodate the exercise of expired warrants (PF-W2), with a par value of Baht 1 each, totaling Baht 180,534.
d) To approve the increase of the registered capital of the Company from Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) to Baht 10,737,610,610 (10,737,610,610 ordinary shares with a par value of Baht 1 each) by issuing 4,776,629,888 new ordinary shares, with a par value of Baht 1 each, in order to comply with the conditions of the tender offers for all shares of TPROP and GRAND, as detailed above, and also because the said tender offer may result in the Company having to adjust the exercise rights of the holders of warrants (PF-W3).
e) To approve the allotment of 4,776,629,888 newly issued ordinary shares of the Company with a par value of Baht 1 as detailed below.
1) 1,596,592,736 new ordinary shares with a par value of Baht 1 each to accommodate the tender offer for all shares of TPROP.
2) 3,161,773,631 new ordinary shares with a par value of Baht 1 each to accommodate the tender offer for all shares of GRAND.
3) 18,263,521 new ordinary shares with a par value of Baht 1 each to accommodate the adjustment of the exercise rights of the warrants (PF-W3).
On 4 August 2014, the Company submitted the filing information for the issue and offering of the above additional ordinary shares to the Securities and Exchange Commission. However, on 26 February 2015, a meeting of the Company’s Board of Directors passed a resolution to approve the withdrawal of the filing and a change in the method by which the consideration for the tender offers for shares of TPROP and GRAND would be settled, from payment in the form of additional ordinary shares to payment in cash from operation and loans for the tender offers for shares of TPROP at a price of Baht 0.57 per share and payment in cash from additional ordinary shares and loans from financial institutions for the tender offers for shares of GRAND at a price of Baht 1.35 per share (or Baht 1.29 per share after GRAND pays a stock dividend).
233
13. Investment in associate On 21 August 2014, the Company and an unrelated company entered into an agreement granting rights to purchase
and to sell shares. This gave that unrelated company a call option for 359,999,640 shares of Krungthep Land Public Company
Limited (“Krungthep Land”), representing the 20.22% of the issued shares of Krungthep Land that were held by the Company.
In addition, it gave the Company a put option to sell the shares to that company. The call option could be exercised from
15 November 2014 to 31 December 2014 while the Company can exercise its put option from 1 January 2015 to 31 December
2015. The agreed price was Baht 2 per share, or a total of approximately Baht 720 million. Subsequently, on 12 December
2014, the Company sold the Krungthep Land shares to that company and recorded a gain of Baht 77.3 million (Separate
financial statements: Baht 360.0 million), which is separately presented as “Gain on sale of investment in associate” in profit
or loss for the year 2014.
The Company had share of income from investment in associate for the year 2014 (from 1 January 2014 to 12 December
2014) amounting to Baht 60.0 million (2013: Baht 59.8 million).
14. Other long-term investments(Unit: Thousand Baht)
Consolidated and separate financial statements
2014 2013
Available-for-sale securities
Domestic marketable equity securities 109,670 109,767
Less: Allowance for revaluation (7,448) (3,120)
102,222 106,647
Other investment
Domestic non-marketable equity security 4,275 4,275
Other long-term investments, net 106,497 110,922
15. Land held for development(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Land held for development 4,525,184 6,156,027 3,512,596 5,147,753
Less: Allowance for impairment (72,133) (93,788) (67,803) (89,563)
Land held for development, net 4,453,051 6,062,239 3,444,793 5,058,190
Mortgaged as collateral for credit
facilities, guarantees and debentures 2,179,154 3,448,314 1,377,359 2,827,089
234
On 8 May 2014, the Company and its subsidiary entered into an agreement to purchase and to sell land with a net book value
of Baht 1,087.4 million with an unrelated company, at a price of Baht 1,700.0 million. This sale was in accordance with a
resolution of the meeting of the Company’s Board of Directors held on 22 April 2014. Subsequently, on 29 September 2014,
the Company and its subsidiary registered the transfer of ownership of the land and received Baht 700.0 million and promissory
notes amounting to Baht 1,000.0 million for which the Company received 2 promissory notes of Baht 500.0 million each, both
avaled by a bank and maturing in December 2015. The promissory notes have been used to secure letters of guarantee
issued by a bank as security for debentures of the Company.
During the year 2014, the Company recorded allowance for impairment of land held for development based on appraisal
reports prepared by independent valuers by Baht 0.9 million (2013: Nil), and recorded reversal of allowance for impairment
of land held for development based on appraisal reports prepared by independent valuers by Baht 22.5 million (2013: Nil).
The Company presented the net amount of these transactions under “Other income” in the profit or loss.
16. Advances for purchases of land(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Advances paid to landowners under
agreements to purchase and to sell land (1) 335,302 351,852 260,722 253,095
Advances paid to agents in acquiring land(2) 109,335 308,275 109,335 233,821
Total 444,637 660,127 370,057 486,916(1) Values of agreements to purchase and to sell land 2,851,014 1,272,805 2,415,259 871,351
(2) As at 31 December 2014, advances paid to agent who is employee of the Company amounting to Baht 4.3 million (2013:
employees of the Company amounting to Baht 20.7 million, management of the subsidiaries amounting to Baht 105.0
million and the existing shareholder of a subsidiary amounting to Baht 74.5 million)
17. Investment propertiesThe investment properties of its subsidiaries are shopping malls and commercial area for rent. The net book value of
investment properties as at 31 December 2014 and 2013 is presented below.
(Unit: Thousand Baht)
Consolidated financial statements
Project developed Project under development Total
31 December 2014
Cost 212,658 1,327,985 1,540,643
Less Accumulated depreciation (249) - (249)
Net book value 212,409 1,327,985 1,540,394
31 December 2013
Cost - 967,145 967,145
Book value - 967,145 967,145
235
A reconciliation of the net book value of investment properties for the years 2014 and 2013 is presented below.
(Unit: Thousand Baht)
Consolidated financial statements
2014 2013
Net book value at beginning of year 967,145 -
Acquisition of assets 407,257 -
Amortisation of leasehold rights to investment properties 27,609 -
Transfers - 967,145
Capitalised interest(1) 77,144 -
Increase from accrued land rental expenses 61,488 -
Depreciation charged (249) -
Net book value at end of year 1,540,394 967,145
(1) Interest is charged at the rates 4.77% - 10.48% per annum
The fair value of the above investment properties for project development, including leasehold rights, amounted to Baht
659.7 million (the net book value of the investment properties was Baht 461.3 million and that of leasehold rights was
Baht 111.4 million, for a total of Baht 572.7 million).
The fair value above has been determined based on valuation performed by an accredited independent valuer. The fair
value of the land of the project has been determined based on market prices, while that of the shopping mall and
commercial areas for rent have been determined using the income approach. Key assumptions used in the valuation
include yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rates. The shopping mall
and commercial areas for rent are under development, and the subsidiary expects to be able to reliably measure the
fair value of these properties when construction is complete.
The subsidiary has pledged investment properties amounting to approximately Baht 459.0 million (2013: Baht 459.0
million) as collateral against credit facilities received from a financial institution.
236
18. P
rope
rty,
pla
nt a
nd e
quip
men
t(U
nit:
Thou
sand
Bah
t)
Cons
olid
ated
fina
ncia
l sta
tem
ents
Land
Offic
e bu
ildin
gs
and
club
hous
esHo
tel
build
ings
Hote
l bui
ldin
gim
prov
emen
ts
Offic
e an
d ho
tel
furn
iture
and
fixtu
res
Tool
s an
d M
otor
Vehi
cles
Cons
truct
ion
in p
rogr
ess
Othe
rsTo
tal
Cost
1 Ja
nuar
y 20
1314
8,54
429
2,92
939
1,42
216
2,90
354
9,66
110
5,43
171
,286
30,555
36,107
1,78
8,83
8
Additio
ns-
8911
,759
1,81
152
,453
38,296
1,68
423
,221
1,71
413
1,02
7
Disp
osals/wr
itten
-off
--
--
(27,46
0)(3
5)(6
,684
)-
(909
)(3
5,08
8)
Tran
sfer
in (o
ut)
-1,08
459
0(5
90)
656
29,328
-(3
1,06
8)-
-
Tran
slatio
n ad
justmen
t(6
,180
)-
(45,80
8)(1
9,06
5)(3
4,63
6)-
(2,958
)-
(356
)(1
09,003
)
31 D
ecem
ber 2
013
142,36
429
4,10
235
7,96
314
5,05
954
0,67
417
3,02
063
,328
22,708
36,556
1,77
5,77
4
Additio
ns-
-1,63
317
,774
51,549
1,16
42,19
230
,092
17,957
122,36
1
Disp
osals/wr
itten
-off
--
-(3
22)
(9,215
)(6
,720
)(6
,499
)-
-(2
2,75
6)
Tran
sfer
in (o
ut)
--
--
907
--
(907
)-
-
Tran
slatio
n ad
justmen
t (5
,838
)-
(44,82
5)(1
8,12
9)(3
4,39
7)-
(2,579
)(2
,778
)(4
11)
(108
,957
)
31 D
ecem
ber 2
014
136
,526
294,10
231
4,77
114
4,38
254
9,51
816
7,46
456
,442
49,115
54,102
1,76
6,42
2
Accu
mulated
dep
reciation
1 Ja
nuar
y 20
13-
173,80
74,15
34,09
835
8,36
617
,134
60,368
-30
,202
648,12
8
Depr
eciatio
n for t
he yea
r-
26,941
14,949
14,725
44,376
22,898
3,20
8-
2,17
512
9,27
2
Depr
eciatio
n on
disp
osals
--
--
(26,11
0)(6
)(6
,647
)-
(894
)(3
3,65
7)
Tran
sfer to p
rojec
t dev
elopm
ent c
osts
--
--
-1,46
7-
--
1,46
7
Tran
slatio
n ad
justmen
t-
-(5
75)
(605
)(2
3,58
6)-
(2,226
)-
(38)
(27,03
0)
237
(Unit:
Thou
sand
Bah
t)
Cons
olid
ated
fina
ncia
l sta
tem
ents
Land
Offic
e bu
ildin
gs
and
club
hous
esHo
tel
build
ings
Hote
l bui
ldin
gim
prov
emen
ts
Offic
e an
d ho
tel
furn
iture
and
fixtu
res
Tool
s an
d M
otor
Vehi
cles
Cons
truct
ion
in p
rogr
ess
Othe
rsTo
tal
31 D
ecem
ber 2
013
-20
0,74
818
,527
18,218
353,04
641
,493
54,703
-31
,445
718,18
0
Depr
eciatio
n for t
he yea
r-
19,124
14,773
14,797
46,704
24,681
3,07
2-
2,61
912
5,77
0
Depr
eciatio
n on
disp
osals
--
--
(8,671
)(3
,482
)(6
,460
)-
-(1
8,61
3)
Tran
sfer
to
projec
t de
velopm
ent
costs
--
--
62,88
8-
--
2,89
4
Tran
slatio
n ad
justmen
t-
-(3
,960
)(3
,905
)(2
3,50
1)-
(2,450
)-
(292
)(3
4,10
8)
31 D
ecem
ber 2
014
-21
9,87
229
,340
29,110
367,58
465
,580
48,865
-33
,772
794,12
3
Allowa
nce
for impa
irmen
t
1 Ja
nuar
y 20
135,39
63,70
4-
--
--
--
9,10
0
31 D
ecem
ber 2
013
5,39
63,70
4-
--
--
--
9,10
0
31 D
ecem
ber 2
014
5,39
63,70
4-
--
--
--
9,10
0
Net b
ook va
lue
31 D
ecem
ber 2
013
136,96
889
,650
339,43
612
6,84
118
7,62
813
1,52
78,62
522
,708
5,11
11,04
8,49
4
31 D
ecem
ber 2
014
131,13
070
,526
285,43
111
5,27
218
1,93
410
1,88
47,57
749
,115
20,330
963,19
9
Depr
eciatio
n for t
he yea
rs
2013
(Bah
t 43.4
milli
on in
clud
ed in
cos
t of h
otel o
pera
tions
and
the
balanc
e includ
ed in
adm
inist
rativ
e ex
pens
es)
129,27
2
2014
(Bah
t 45.9
milli
on in
clud
ed in
cos
t of h
otel o
pera
tions
and
the
balanc
e includ
ed in
adm
inist
rativ
e ex
pens
es)
125,77
0
238
(Unit:
Thou
sand
Bah
t)
Sepa
rate
fina
ncia
l sta
tem
ents
Land
Offic
e bu
ildin
gs
and
club
hous
esFu
rnitu
re
and
fixtu
res
Mot
orve
hicl
esCo
nstru
ctio
nin
pro
gres
sOt
hers
Tota
l
Cost
1 Ja
nuar
y 20
1395
,738
250,13
119
2,02
936
,215
1,08
420
,198
595,39
5
Additio
ns-
-16
,835
1,54
51,04
673
320
,159
Disp
osals
--
(26,97
6)(6
,647
)-
(894
)(3
4,51
7)
Tran
sfer
in (o
ut)
-1,08
465
6-
(1,740
)-
-
31 D
ecem
ber 2
013
95,738
251,21
518
2,54
431
,113
390
20,037
581,03
7
Additio
ns-
-9,31
860
251
7-
10,437
Disp
osals
--
(99)
(4,425
)-
-(4
,524
)
Tran
sfer
in (o
ut)
--
907
-(9
07)
--
31 D
ecem
ber 2
014
95,738
251,21
519
2,67
027
,290
-20
,037
586,95
0
Accu
mulated
dep
reciation
1 Ja
nuar
y 20
13-
152,00
413
3,36
432
,665
-19
,867
337,90
0
Depr
eciatio
n for t
he yea
r-
23,079
21,394
1,03
8-
191
45,702
Depr
eciatio
n on
disp
osals
--
(26,04
7)(6
,647
)-
(895
)(3
3,58
9)
31 D
ecem
ber 2
013
-17
5,08
312
8,71
127
,056
-19
,163
350,01
3
Depr
eciatio
n for t
he yea
r-
15,173
19,856
1,24
5-
262
36,536
Depr
eciatio
n on
disp
osals
--
(75)
(4,424
)-
-(4
,499
)
31 D
ecem
ber 2
014
-19
0,25
614
8,49
223
,877
-19
,425
382,05
0
239
(Unit:
Thou
sand
Bah
t)
Sepa
rate
fina
ncia
l sta
tem
ents
Land
Offic
e bu
ildin
gs
and
club
hous
esFu
rnitu
re
and
fixtu
res
Mot
orve
hicl
esCo
nstru
ctio
nin
pro
gres
sOt
hers
Tota
l
Allowa
nce
for impa
irmen
t
1 Ja
nuar
y 20
135,39
63,70
4-
--
-9,10
0
31 D
ecem
ber 2
013
5,39
63,70
4-
--
-9,10
0
31 D
ecem
ber 2
014
5,39
63,70
4-
--
-9,10
0
Net b
ook va
lue
31 D
ecem
ber 2
013
90,342
72,428
53,833
4,05
739
087
422
1,92
4
31 D
ecem
ber 2
014
90,342
57,255
44,178
3,41
3-
612
195,80
0
Depr
eciatio
n for t
he yea
rs a
s includ
ed in
adm
inist
rativ
e ex
pens
es
2013
45,702
2014
36,536
As at 3
1 De
cembe
r 201
4, certain plant and
equ
ipmen
t items ha
d be
en fu
lly dep
recia
ted bu
t were still
in use
. The
gro
ss carrying am
ount (b
efor
e de
ducting ac
cumulated
dep
recia
tion an
d allowa
nce
for impa
irmen
t los
s) of tho
se ass
ets am
ounted
to app
roxim
ately Ba
ht 419
.2 m
illion
(201
3: B
aht 2
09.5 m
illion
) (Se
parate fina
ncial s
tatemen
ts: B
aht 2
11.3 m
illion
(201
3: B
aht 1
81.1 m
illion
)).
On 27
March
201
4, a sub
sidiary in
Jap
an entered
into an ag
reem
ent for
the pu
rcha
se and
sale of a 61 tim
esha
re con
dominium units of a
hotel, inc
luding
land
in pro
portion
to th
e nu
mbe
r of r
ooms
owne
d an
d va
rious
related
asse
ts, a
t a p
rice
of JPY
1,829
million
. The
agree
men
t states that th
e su
bsidiary is
requ
ired
to re
nova
te th
e ro
oms an
d related
asse
ts, in
acco
rdan
ce w
ith th
e de
tails
in th
e
agreem
ent,
before th
e clo
sing da
te, w
hich
is to
be wi
thin 1
Aug
ust 2
015. C
urrently,
the su
bsidiary has
now
revis
ed th
e reno
vatio
n plan
s, re
sultin
g in can
cella
tion of th
e ag
reem
ent f
or th
e pu
rcha
se and
sale of c
ondo
minium units of a
hotel, a
nd paid a ca
ncellatio
n fee of JPY
91.5 million
(equ
ivalent to
Bah
t 28.1 million
), wh
ich is
prese
nted
und
er adm
inist
rativ
e ex
pens
es in
pro
fit or los
s for t
he yea
r 201
4.
240
19. Leasehold rights(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
Cost
1 January 2013 699,208 92,000
Additions 594,635 -
Increase from acquisition of subsidiary 275,481 -
31 December 2013 1,569,324 92,000
Additions 6,194 -
Transfer from advances for purchases of land 62,730 -
31 December 2014 1,638,248 92,000
Accumulated amortisation
1 January 2013 63,730 48,760
Amortisation for the year 26,349 3,211
31 December 2013 90,079 51,971
Amortisation for the year 45,217 3,211
31 December 2014 135,296 55,182
Allowance for impairment
31 December 2013 189,844 -
31 December 2014 189,844 -
Net book value
31 December 2013 1,289,401 40,029
31 December 2014 1,313,108 36,818
Amortisation for the years
2013 (Consolidated financial statements: Baht 19.4 million included
in investment properties and the balance included in
administrative expenses and separate financial statements:
included in administrative expenses) 26,349 3,211
2014 (Consolidated financial statements: Baht 27.6 million included
in investment properties and the balance included in
administrative expenses and separate financial statements:
included in administrative expenses) 45,217 3,211
241
Leas
ehol
d rig
hts
is d
etai
led
belo
w.
The
Com
pany
Agre
emen
t dat
eCo
unte
rpar
tyLe
ase
term
Leas
e pe
riod
Upfro
nt fe
eRe
ntal
thro
ugho
utth
e co
ntra
ct p
erio
dTo
tal
(Mill
ion
Baht
)(M
illio
n Ba
ht)
(Mill
ion
Baht
)
23 July 19
97Individ
ual
30 yea
rs1
Augu
st 1
996
to 1
Aug
ust 2
026
27.0
36.0
63.0
We
Reta
il Pu
blic
Com
pany
Lim
ited
Agre
emen
t dat
eCo
unte
rpar
tyLe
ase
term
Leas
e pe
riod
Upfro
nt fe
eRe
ntal
thro
ugho
utth
e co
ntra
ct p
erio
dTo
tal
Rem
ark
(Mill
ion
Baht
)(M
illio
n Ba
ht)
(Mill
ion
Baht
)
22 M
ay 2
013
Crow
n Pr
oper
ty B
urea
u30
yea
rs1
April 2
015
to 3
1 Mar
ch 2
045
27.5
113.7
141.2
a)30
May
201
3Individ
ual
30 yea
rs1 Ju
ne 201
3 to 31 May
204
39.5
23.8
33.3
a)
Acco
rding
to th
e land
leas
e ag
reem
ent,
no re
ntal w
ill be
collected
dur
ing
the
cons
truction
perio
d of 2
yea
rs, f
rom 1
Apr
il 20
13 to
31
Mar
ch 2
015.
Cent
repo
int S
hopp
ing
Mal
l Com
pany
Lim
ited
Agre
emen
t dat
eCo
unte
rpar
tyLe
ase
term
Leas
e pe
riod
Upfro
nt fe
eRe
ntal
thro
ugho
ut th
e co
ntra
ct p
erio
dTo
tal
(Mill
ion
Baht
)(M
illio
n Ba
ht)
(Mill
ion
Baht
)
8 Ap
ril 2
010
Individ
ual
26 yea
rs
8 mon
ths
8 Ap
ril 2
010
to 3
1 De
cembe
r 203
612
9.0
249.6
378.6
23 A
ugus
t 201
2A
compa
ny30
yea
rs1
Janu
ary 20
15 to
31
Dece
mbe
r 204
474
0.5
1,78
5.0
2,52
5.5
Ram
intr
a M
all C
ompa
ny L
imite
d (F
orm
erly
kno
wn
as “
Mar
iya
Stuf
f Com
pany
Lim
ited”
Agre
emen
t dat
eCo
unte
rpar
tyLe
ase
term
Leas
e pe
riod
Upfro
nt fe
eRe
ntal
thro
ugho
ut
the
cont
ract
per
iod
Tota
lRe
mar
k
(Mill
ion
Baht
)(M
illio
n Ba
ht)
(Mill
ion
Baht
)
9 Ap
ril 2
013
and 26
Aug
ust 2
014
(exten
ded pe
riod)
Individ
ual
33 yea
rs9
April 2
013
to 3
1 Mar
ch 2
046
227.0
302.4
529.4
b)24
Sep
tembe
r 201
4Individ
ual
33 yea
rs1
Febr
uary 2
017
to 3
1 Ja
nuar
y 20
4733
.017
2.1
205.1
c)
b)
Acco
rding
to th
e land
leas
e ag
reem
ent,
no re
ntal w
ill be
collected
dur
ing
the
cons
truction
perio
d of 2
yea
rs, f
rom 9
Apr
il 20
13 to
31
Mar
ch 2
015.
c)
Acco
rding
to th
e land
leas
e ag
reem
ent,
no re
ntal w
ill be
collected
dur
ing
the
cons
truction
perio
d, fr
om 2
4 Se
ptem
ber 2
014
to 3
1 Ja
nuar
y 20
17.
242
20.Trade and other payables (Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Trade accounts payable - related companies 4,474 2,879 1,006 25,337
Trade accounts payable 1,518,060 1,869,183 898,051 767,361
Amounts due to related companies - - - 2,770
Creditors per rehabilitation plan 10,479 9,996 - -
Retention payable 96,636 99,059 36,386 35,961
Accrued interest expenses - related companies - - 5,366 349
Accrued interest expenses 63,073 139,235 59,089 136,286
Accrued expenses 639,829 540,285 246,079 168,752
Other payables 78,918 3,960 7,200 -
Total trade and other payables 2,411,469 2,664,597 1,253,177 1,136,816
21. Notes payable - leasehold rights (Unit: Thousand Baht)
Consolidated financial statements
2014 2013
Notes payable - leasehold rights 20,000 285,368
Less: Current portion (10,000) (265,368)
Notes payable - leasehold rights, net of current portion 10,000 20,000
The promissory notes are avaled by a financial institution, and an aval is secured by fixed deposits.
22. Notes payable
The details of the notes payable are as follows:
Consolidated financial statements
2014 2013 Maturity date
(Million Baht)
Property Perfect Plc. 380.5 187.8 May 2015
Estate Perfect Co., Ltd. 55.9 - March 2015
Bright Development Bangkok Co., Ltd. 81.1 117.8 May 2015
Residence Number Nine Co., Ltd. 87.3 87.3 June 2015
Chiangmai Development Co., Ltd. 119.6 119.6 May 2015
Total 724.4 512.5
243
Separate financial statements
2014 2013 Maturity date
(Million Baht)
Property Perfect Plc. 380.5 187.8 May 2015
Total 380.5 187.8
The promissory notes are subject to interest at rates of 6.50% - 7.38% per annum and interest at a rate tied to the
minimum overdraft rate (MOR) and secured by the mortgage of parts of the project land of the Company and its
subsidiaries. In addition, the Company has provided guarantees for its subsidiaries’ promissory notes.
23. Bills of exchange payable
The details of the bills of exchange payable are as follows:
Consolidated and separate financial statements
2014 2013 Maturity date
(Million Baht)
Property Perfect Plc. 636.2 - June 2015
Total 636.2 -
The bills of exchange payable are subject to interest at rates of 4.70% - 4.80% per annum and not collateralised.
24. Debentures(Unit: Thousand Baht)
Consolidated and separate financial statements
2014 2013
Secured debentures No. 1/2012#1 - 499,226
Secured debentures No. 1/2012#2 1,999,243 1,992,050
Secured debentures No. 2/2012 2,979,472 2,956,796
Short-term unsecured debentures No. 2/2013#1 - 800,000
Short-term unsecured debentures No. 2/2013#2 - 1,000,000
Short-term unsecured debentures No. 3/2013#1 - 2,000,000
Short-term unsecured debentures No. 1/2014 2,000,000 -
Unsecured debentures No. 1/2013 2,000,000 2,000,000
Unsecured debentures No. 1/2014 2,200,000 -
Unsecured debentures No. 2/2014 2,400,000 -
Total debentures - net of issuing costs 13,578,715 11,248,072
Less: Current portion (8,978,715) (4,299,226)
Debentures - net of current portion 4,600,000 6,948,846
244
The
debe
ntur
es a
re d
etailed
below.
Debe
ntur
esUn
it Un
it pa
r (B
aht)
Tota
l val
ue
(Tho
usan
d Ba
ht)
Issu
e da
teTe
rmM
atur
ity d
ate
Coup
on ra
te
(% p
er
annu
m)
Rem
ark
Secu
red
debe
ntur
es N
o. 1
/201
2#1
500,00
01,00
050
0,00
015
Mar
ch 2
012
2 ye
ars
Repa
ymen
t in
2014
5.35
Secu
red
debe
ntur
es N
o. 1
/201
2#2
2,00
0,00
01,00
02,00
0,00
015
Mar
ch 2
012
3 ye
ars
15 M
arch
201
55.35
, 6.25
a)
Secu
red
debe
ntur
es N
o. 2
/201
23,00
0,00
01,00
03,00
0,00
09
Nove
mbe
r 201
23
year
s9
Nove
mbe
r 201
55.45
b)
Shor
t-ter
m uns
ecur
ed deb
enture
s No
. 2/201
3#1
800,00
01,00
080
0,00
019
Apr
il 20
1327
0 da
ysRe
paym
ent in 20
144.60
Shor
t-ter
m uns
ecur
ed deb
enture
s No
. 2/201
3#2
1,00
0,00
01,00
01,00
0,00
08
May
201
327
0 da
ysRe
paym
ent in 20
144.60
Shor
t-ter
m uns
ecur
ed deb
enture
s No
. 3/201
3#1
2,00
0,00
01,00
02,00
0,00
08
Nove
mbe
r 201
327
0 da
ysRe
paym
ent in 20
144.70
Shor
t-ter
m uns
ecur
ed deb
enture
s No
. 1/201
42,00
0,00
01,00
02,00
0,00
018
Dec
embe
r 201
427
0 da
ys14
Sep
tembe
r 201
54.95
Unse
cure
d de
bentur
es N
o. 1
/201
32,00
0,00
01,00
02,00
0,00
028
Jun
e 20
132
year
s28
Jun
e 20
156.05
Unse
cure
d de
bentur
es N
o. 1
/201
42,20
0,00
01,00
02,20
0,00
01
Augu
st 2
014
1.5
year
s1
Febr
uary 2
016
5.80
Unse
cure
d de
bentur
es N
o. 2
/201
42,40
0,00
01,00
02,40
0,00
01
Octob
er 2
014
2 ye
ars
1 Octob
er 2
016
5.90
a)
Secu
red by
lette
r of g
uarantee
provid
ed by a fin
ancia
l institu
tion of B
aht 1
,200
million
b)
Secu
red by
lette
r of g
uarantee
provid
ed by a fin
ancia
l institu
tion of B
aht 1
,800
million
The de
bentur
e ag
reem
ents con
tain sev
eral cov
enan
ts w
hich
, amon
g othe
r thing
s, re
quire
the Co
mpa
ny to
maintain de
bt-to
-equ
ity ra
tio at t
he ra
te pre
scrib
ed in
the
agre
emen
ts.
245
25. Long-term loans(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Long-term loans 4,293,614 6,611,879 2,533,258 3,742,484
Less: Current portion (747,145) (747,169) (381,764) (331,229)
Long-term loans - net of current portion 3,546,469 5,864,710 2,151,494 3,411,255
The outstanding long-term loans are detailed as follows:
The CompanyLong-term loans consist of loans granted by three financial institutions. The details are as follows:
Balance End of contract date
2014 2013
(Million Baht)
1) A facility of Baht 650.0 million - 29.2 Repayment in 2014
2) A facility of Baht 679.0 million 279.1 126.0 May 2016
3) A facility of Baht 198.0 million 176.0 176.0 June 2016
4) A facility of Baht 835.1 million - 226.4 Repayment in 2014
5) A facility of Baht 933.0 million 146.0 278.0 October 2016
6) A facility of Baht 450.0 million 150.7 450.0 October 2015
7) A facility of Baht 450.0 million 94.7 210.7 February 2015
8) A facility of Baht 900.0 million 30.3 275.0 April 2016
9) A facility of Baht 900.0 million 268.4 319.3 January 2018
10) A facility of Baht 1,701.4 million 217.0 217.0 January 2018
11) A facility of Baht 370.0 million 136.4 179.0 October 2015
12) A facility of Baht 1,250.0 million 427.2 601.7 February 2017
13) A facility of Baht 1,861.0 million 282.9 282.9 March 2018
14) A facility of Baht 380.0 million 63.8 131.3 May 2016
15) A facility of Baht 650.0 million 102.1 240.0 February 2017
16) A facility of Baht 483.7 million 158.7 - June 2019
Total 2,533.3 3,742.5
Less: Current portion (381.8) (331.2)
Long-term loans - net of current portion 2,151.5 3,411.3
The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less than
60% - 80% of the selling price each time that a plot of land or condominium unit is redeemed from mortgage. They are
secured by the mortgage of parts of the Company’s project land and construction.246
The subsidiariesLong-term loans consist of loans granted by five financial institutions. The details are as follows:
Balance End of contract date
2014 2013
(Million Baht)
1) A facility of Baht 385.0 million - 30.9 Repayment in 2014
2) A facility of Baht 278.8 million - 102.2 Repayment in 2014
3) A facility of Baht 343.0 million 110.0 110.0 November 2015
4) A facility of Baht 650.0 million 236.4 220.0 September 2017
5) A facility of Baht 652.0 million 248.8 222.3 April 2017
6) A facility of Baht 215.6 million 128.6 161.1 June 2018
7) A facility of Baht 333.0 million 117.8 - January 2019
8) A facility of Baht 480.0 million - 159.0 Repayment in 2014
9) A facility of Baht 1,632.0 million 259.1 259.1 May 2017
10) A facility of Baht 440.3 million - 262.3 Repayment in 2014
11) A facility of Baht 401.2 million - 86.8 Repayment in 2014
12) A facility of Baht 515.4 million - 119.1 Repayment in 2014
13) A facility of Baht 194.2 million - 103.3 Repayment in 2014
14) A facility of Baht 218.0 million - 103.7 Repayment in 2014
15) A facility of Baht 108.9 million - 60.6 Repayment in 2014
16) A facility of Baht 772.0 million 160.0 160.0 August 2015
17) A facility of Baht 370.3 million 80.8 97.8 June 2024
18) A facility of Baht 305.0 million 39.7 29.6 January 2016
19) A facility of Baht 198.6 million 169.6 184.7 December 2022
20) A facility of Baht 646.0 million 11.2 85.5 October 2015
21) A facility of Baht 228.5 million - 17.2 Repayment in 2014
22) A facility of Baht 425.0 million 10.2 154.9 February 2017
23) A facility of Baht 391.0 million 153.1 104.3 October 2018
24) A facility of Baht 35.0 million 35.0 35.0 December 2018
Total 1,760.3 2,869.4
Less: Current portion (365.3) (416.0)
Long-term loans - net of current portion 1,395.0 2,453.4
The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less
than 50% - 70% of the selling price each time that a plot of land or condominium unit is redeemed from mortgage or
in monthly installments as stipulated in the agreements. They are secured by the guarantee provided by the Company
as discussed in Note 37.4 a) to the financial statements, and the mortgage of parts of the subsidiaries’ project land
and construction.
247
The loan agreements contain several covenants which, among other things, require the Company and its subsidiaries to
maintain debt-to-equity ratio at the rate prescribed in the agreements.
As at 31 December 2014, the long-term credit facilities of the Company and its subsidiaries which have not been drawn
down amounted to Baht 9,856.1 million (2013: Baht 11,528.0 million).
26. Provision for long-term employee benefits Provision for long-term employee benefits, which represents compensation payable to employees after they retire from the
company, was as follows:
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Defined benefit obligation at beginning of year 140,732 128,120 98,154 87,342
Current service cost 11,095 11,253 7,929 7,796
Interest cost 4,913 4,042 3,185 3,016
Benefits paid during the year (2,943) (989) - -
Increase due to effect from transfers 895 - 5,995 -
Translation adjustments (1,509) (1,694) - -
Actuarial loss 31,397 - 30,582 -
Defined benefit obligation at end of year 184,580 140,732 145,845 98,154
Unrecognised actuarial loss (48,415) (17,611) (45,101) (15,066)
Unrecognised transitional provisions (14,722) (29,443) (11,288) (22,575)
Provisions for long-term employee benefits at end of year 121,443 93,678 89,456 60,513
Long-term employee benefit expenses included in the profit or loss under selling and administrative expenses were as
follows:
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Current service cost 11,095 11,253 7,929 7,796
Interest cost 4,913 4,042 3,185 3,016
Increase due to effect from transfers 895 - 5,995 -
Actuarial loss recognised during the year 592 784 547 706
Transitional liability recognised during the year 14,721 14,648 11,287 11,288
Total expense recognised in profit or loss 32,216 30,727 28,943 22,806
248
Principal actuarial assumptions at the valuation date were as follows:
Consolidated financial statements
Separate financial statements
(% per annum) (% per annum)
Discount rate 2.0, 3.0, 3.5 3.0, 3.5
Future salary increase rate 5.0 - 7.0 5.0 - 7.0
Staff turnover rate 0.0 - 22.9 0.0 - 22.9
Amounts of defined benefit obligation and experience adjustments on the obligation for the current and previous four
periods were as follows:
(Unit: Thousand Baht)
Defined benefit obligation Experience adjustments on the obligation
Consolidated financial statements
Separate financial statements
Consolidated financial statements
Separate financial statements
Year 2014 184,580 145,845 21,543 22,393
Year 2013 140,732 98,154 - -
Year 2012 128,120 87,342 - -
Year 2011 102,404 80,514 4,638 4,051
Year 2010 73,484 56,439 - -
27. Provisions (Unit: Thousand Baht)
Consolidated and separate financial statements
2014 2013
Balance as at beginning of year 42,166 -
Provision for loss arising from rental guarantee - 45,306
Payment for rental guarantee (26,733) (3,140)
Revision of provision 24,031 -
Balance as at end of year 39,464 42,166
Current 21,110 18,457
Non-current 18,354 23,709
249
Rental guarantee for the Fund On 30 October 2013, a subsidiary sold its dormitories to Uniloft Property Fund (“the Fund”), for a total consideration
of Baht 514 million. In accordance with a resolution of a meeting of Board of Directors of the Company on 8 August 2013, the Company invested Baht 100.5 million in the Fund, giving it a 19.52% interest. The Company also entered into an operating lease agreement with the Fund in order to rent the properties for 3 years with rental rate set at Baht 43.5 million per annum, and the Fund having the right to extend the lease for a further year, with the same rental rate and conditions as for the first 3 years. The Company and its subsidiaries have no agreements or contracts, and commitments or options to buy back these properties in the future. Therefore, the sale and the cost of the sale of the properties were recognised in the consolidated profit or loss for the year 2013. However, the management’s assessment was that, in substance, the operating lease agreement was a guarantee of rental for the Fund over the period of 4 years, and was thus an onerous contract. Therefore, the management estimated the cost of the expenses expected to be incurred as a result of providing this rental guarantee, based on the present value of the difference between the projected dormitory rental income from individuals and the rental expense the Company has contracted to pay to the Fund over the period of 4 years, calculated on the basis of assumptions that were appropriate to the operating results and circumstances of the dormitories at that time. The Company thus recognised provision for the loss from the rental guarantee of Baht 45.3 million and recorded it as a separate item under the heading of “Loss arising from rental guarantee” in the profit or loss for the year 2013.
As at 31 December 2014, the Company revisited the provision for loss arising from rental guarantees, based on certain changes in the assumptions such as rental rate, occupancy rate and discount rate. The Company’s management believes that the underlying assumptions are appropriate in the current circumstances. The Company therefore recorded additional provision of Baht 24.0 million and presented it as a separate item under the heading of “Loss arising from rental guarantee” in profit or loss for the year 2014.
As at 31 December 2014, future minimum sublease payments expected to be received under non-cancellable subleases of the dormitories totaled approximately Baht 5.9 million (2013: Baht 8.7 million). During the year 2014, the Company recognised subleasing revenue of Baht 16.8 million (2013: Baht 4.1 million).
28. Share capital/Share discount On 29 July 2014, the Extraordinary General Meeting of the Company’s shareholders passed the following significant resolutions:a) To approve the reduction of the registered capital of the Company, from the existing amount of Baht 5,961,161,256
(5,961,161,256 ordinary shares with a par value of Baht 1 each) to Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) by canceling the 180,534 registered ordinary shares which were reserved to accommodate the exercise of expired warrants (PF-W2), with a par value of Baht 1 each, totaling Baht 180,534.
b) To approve the increase of the registered capital of the Company from Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) to Baht 10,737,610,610 (10,737,610,610 ordinary shares with a par value of Baht 1 each) by issuing 4,776,629,888 new ordinary shares, with a par value of Baht 1 each, in order to comply with the conditions of the tender offers for all shares of TPROP and GRAND and also because the said tender offer may result in the Company having to adjust the exercise rights of the holders of warrants (PF-W3), as discussed in Note 12 to the financial statements.
250
The Company registered the decrease and increase in its registered share capital with the Ministry of Commerce on 31 July 2014.
As at 31 December 2014, the Company’s issued and paid up share capital was increased to Baht 5,782,951,655 (5,782,951,655 ordinary shares with a par value of Baht 1 each), as a result of Baht 21,000 of ordinary shares with a par value of Baht 1 each issued for the exercise of warrants (PF-W3) as discussed in Note 29 to the financial statements.
The Company registered the increase in its capital with the Ministry of Commerce on 9 October 2014.
29. WarrantsThe Annual General Meeting of the Company’s shareholders held on 27 April 2012 passed a resolution to approve the
issue of the warrants to the Company’s existing shareholders (PF-W3) in a ratio of 1 warrant for every 2 new ordinary shares
to be offered to the Company’s existing shareholders, without specifying the offer price. Details are as follows:
Issue date 18 July 2012
No. of warrants granted (Units) 393,865,295
Life of warrants 3 years from the issue date
Exercisable Last business day of each quarter from the issue date
Exercise price per 1 ordinary share (Baht) 1.00
Exercise ratio (warrant to ordinary share) 1:1
The balances of warrants (PF-W3) are detailed as follows:
2014 2013
Balance as at beginning of year 178,050,002 319,932,694
Exercise during the year (21,000) (141,882,692)
Balance as at end of year 178,029,002 178,050,002
30. Statutory reservePursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a
statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any), until the reserve
reaches 10% of the registered capital. The statutory reserve is not available for dividend distribution.
251
31. Expenses by nature Significant expenses classified by nature are as follows:
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Salaries, wages and other employee benefits 1,138,576 1,184,510 490,804 468,459
Depreciation and amortization 143,627 151,314 39,747 49,015
Rental and service expenses from operating lease and
service agreements 426,449 425,805 247,475 208,534
Specific business tax and transfer fees 467,936 391,819 250,996 195,867
Marketing expenses 648,245 677,089 381,745 409,259
Project management expenses 276,906 293,563 197,172 214,260
Loss arising from rental guarantee 24,031 45,306 24,031 45,306
Loss on exchange - 13,487 - -
Cancellation fee of the agreement for the purchase
and sale of condominium units of a hotel 28,129 - - -
Real estate development during the year 6,358,052 8,627,254 3,897,157 3,809,880
Changes in real estate projects 1,011,364 (2,318,678) (178,348) (792,292)
Finance cost 1,075,605 1,144,918 968,681 898,206
32. Income tax Income tax for the years ended 31 December 2014 and 2013 are made up as follows:
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Current income tax:
Current income tax charge 201,100 72,857 95,014 1,550
Adjustment in respect of income tax of previous year 316 (1,731) 316 (1,731)
Deferred tax:
Relating to origination and reversal of temporary differences 52,784 (13,568) 16,824 (31,811)
Income tax expenses (benefits) reported
in the statement of comprehensive income 254,200 57,558 112,154 (31,992)
252
The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December
2014 and 2013 are as follows:
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Deferred tax relating to loss on change in
value of available-for-sale investments 866 70 866 70
866 70 866 70
Reconciliation between income tax expenses (benefits) and the product of accounting profit (loss) multiplied by the applicable
tax rates for the years ended 31 December 2014 and 2013.
(Unit: Thousand Baht)
Consolidated financial statements
Separate financial statements
2014 2013 2014 2013
Accounting profit (loss) before tax 656,461 98,979 479,114 (185,336)
Income tax at Thai corporate income tax rate of 20% 131,292 19,796 95,823 (37,067)
Adjustment in respect of current income tax of previous year 316 (1,731) 316 (1,731)
Tax effect of temporary differences 20,626 (5,555) 3,507 -
Tax effect of non-deductible expenses 83,009 14,989 13,828 6,975
Tax effect of non-taxable income (13,436) (12,171) (1,320) (169)
Tax effect of loss for the year at corporate income tax rate of subsidiaries 61,855 59,253 - -
Difference of tax rates in group companies (29,462) (20,032) - -
Others - 3,009 - -
Income tax expenses (benefits) reported in
the statement of comprehensive income 254,200 57,558 112,154 (31,992)
The tax rate enacted at the end of the reporting period of the Company and its subsidiaries is between 0% and 43.48% (2013:
0% and 43.48%).
253
The components of deferred tax assets and deferred tax liabilities are as follows:
(Unit: Thousand Baht)
Statement of financial position
Consolidated financial statements
Separate financial statement
2014 2013 2014 2013
Deferred tax assets
Reduce cost of project development costs to
net realisable value and allowance for asset impairment 31,210 42,969 24,968 34,154
Provision for long-term employee benefits 25,916 20,777 17,891 12,103
Provision for loss arising from rental guarantee 7,893 8,433 7,893 8,433
Provision for juridical fund 21,360 18,257 15,899 13,768
Deposits and cash received in advance and installments
due per agreements 31,561 106,182 - 24,004
Unused tax loss 132,686 119,126 - -
Difference of tax and accounting of borrowing costs 57,395 65,668 57,395 65,668
Difference of tax and accounting of cost of clubhouses 46,994 42,061 40,625 36,961
Deferred income 16,800 - 14,209 -
Deferred tax relating to related parties’ transactions 21,164 16,810 - -
Others 1,533 1,280 1,533 1,280
Total 394,512 441,563 180,413 196,371
Deferred tax liabilities
Revaluation surplus of assets at business combination date (88,536) (107,751) - -
Difference of tax and accounting of hotel buildings
and hotel building improvements
(21,635) - - -
Others (1,930) (1,679) - -
Total (112,101) (109,430) - -
Deferred tax assets - net 282,411 332,133 180,413 196,371
Presented as
Deferred tax assets - net 299,881 332,133 180,413 196,371
Deferred tax liabilities - net (17,470) - - -
Net 282,411 332,133 180,413 196,371
As at 31 December 2014, the Company and its subsidiaries in Thailand had deductible temporary differences and
unused tax losses totaling Baht 105.5 million (2013: Baht 85.3 million) (Separate financial statements: Baht 49.2 million
(2013: Baht 24.7 million)) and its subsidiaries in Japan, where the tax bases differ from the tax bases in Thailand, had
unused tax losses totaling JPY 3,713.8 million (2013: JPY 2,910.0 million). Deferred tax assets were not recognised
as the Company and its subsidiaries believe future taxable profits may not be sufficient to allow utilisation of the
temporary differences and unused tax losses.
254
33. Earnings per share Basic earnings per share is calculated by dividing profit (loss) for the year attributable to equity holders of the Company
(excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year.
Diluted earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year plus the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion took place either at the beginning of the year or on the date the potential ordinary shares were issued.
The following table sets forth the computation of basic and diluted earnings per share:
Consolidated financial statements
Profit Weighted averagenumber of ordinary shares
Earningspershare
2014 2013 2014 2013 2014 2013Thousand
BahtThousand
BahtThousand
sharesThousand
shares Baht Baht
Basic earnings per share
Profit attributable to equity holders of the Company 398,797 82,929 5,782,936 5,724,148 0.06896 0.01449
Effect of dilutive potential ordinary shares
Warrants PF-W3 - - 39,388 85,986
Diluted earnings per share
Profit of ordinary shareholders
assuming the conversion of dilutive
potential ordinary shares 398,797 82,929 5,822,324 5,810,134 0.06849 0.01427
Separate financial statements
Profit (loss) Weighted averagenumber of ordinary shares
Earningspershare
2014 2013 2014 2013 2014 2013Thousand
BahtThousand
BahtThousand
sharesThousand
shares Baht Baht
Basic earnings per share
Profit (loss) attributable to equity holders
of the Company 366,961 (153,344) 5,782,936 5,724,148 0.06346 (0.02679)
Effect of dilutive potential ordinary shares
Warrants PF-W3 - 39,388
Diluted earnings per share
Profit of ordinary shareholders
assuming the conversion of dilutive
potential ordinary shares 366,961 5,822,324 0.06303
255
Since the warrants (PF-W3) would decrease loss per share in the separate financial statements for the year ended 31
December 2013, the Company had not assumed conversion of the warrants in calculation of diluted earnings per share
in the separate financial statements for the year ended 31 December 2013.
34. Financial information by segmentOperating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by
the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its
performance. The chief operating decision maker has been identified as Chief Executive Officer.
For management purposes, the Company and its subsidiaries are organised into business units based on their products
and services and have four reportable segments as follows:
of the Group
The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions.
The following tables present revenue, profit and loss and total assets information regarding the Company and its subsidiaries’
operating segments for the years ended 31 December 2014 and 2013, respectively.
(Unit: Thousand Baht)
Year ended 31 December 2014
Property development Construction Service Hotel
Total reportable segments
Adjustments and
eliminations Consolidated
Revenue from external
customers 11,584,341 - 500 844,710 12,429,551 - 12,429,551
Inter-segment revenues - 167,360 7,614 - 174,974 (174,974) -
Total revenues 11,584,341 167,360 8,114 844,710 12,604,525 (174,974) 12,429,551
Segment profit (loss) 3,751,850 (31,813) (254) 194,116 3,934,271 (19,142) 3,894,757
(Unit: Thousand Baht)
Year ended 31 December 2013
Property development Construction Service Hotel
Total reportable segments
Adjustments and
eliminations Consolidated
Revenue from external
customers 9,999,475 - - 1,018,433 11,017,908 - 11,017,908
Inter-segment revenues - 705,037 20,185 - 725,222 (725,222) -
Total revenues 9,999,475 705,037 20,185 1,018,433 11,743,130 (725,222) 11,017,908
Segment profit (loss) 3,269,181 (84,091) (680) 382,220 3,584,774 67,934 3,634,564
256
Geographic informationRevenues from external customers are based on locations of the customers.
(Unit: Thousand Baht)
2014 2013
Revenues from external customers
Thailand 11,584,841 9,999,475
Japan 844,710 1,018,433
Total 12,429,551 11,017,908
Non-current assets (other than financial instruments and deferred tax assets)
Thailand 7,795,541 8,920,745
Japan 619,337 643,105
Total 8,414,878 9,563,850
35. Provident fundThe Company, its subsidiaries and their employees have jointly established provident funds in accordance with the
Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees contributed to the fund monthly at the rate
of 3% - 10% of basic salary. The fund, which is managed by Kasikorn Asset Management will be paid to employees upon
termination in accordance with the fund rules. During the year 2014, the Company and its subsidiaries contributed Baht 31.3
million (2013: Baht 28.8 million) (Separate financial statements: Baht 24.1 million (2013: Baht 22.7 million)) to the fund.
36. DividendsApproved by Total dividends Dividend per share
Final dividend for 2012 Annual General Meeting of
the shareholders on 25 April 2013 Baht 187.5 Million Baht 0.033
37. Commitments and contingent liabilitiesAs at 31 December 2014, the Company and its subsidiaries had commitments as follows:
37.1 Capital commitments
a) The Company and its subsidiaries had outstanding commitments of approximately Baht 3,126.3 million (2013: Baht 4,382.3 million) in respect of construction contracts of land and house projects and residential condominium units of which the Company and its subsidiaries had already entered into contracts with subcontractors.
b) The Company and its subsidiaries had outstanding capital commitments of approximately Baht 2,515.7 million (2013: Baht 925.6 million) in respect of purchases of land.
c) A subsidiary had outstanding capital commitments of approximately Baht 12.8 million (2013: Baht 12.8 million) in respect of land lease for real estate development.
d) The subsidiaries had outstanding capital commitment of approximately Baht 245.1 million and JPY 7.4 million (2013: Baht 583.9 million) in respect of construction, a design contract for shopping center, office project, hotel
and consulting contract.257
37.2 Operating lease and service commitments The Company and its subsidiaries have entered into several lease and service agreements in respect of the lease of
land, condominium, vehicles, advertising board, office space and various services. The terms of the agreements are
generally between 1 and 5 years. Operating lease and service agreements are non-cancellable.
Future minimum lease payments required under these non-cancellable operating lease and service contracts were as
follows.
2014 2013
Payable within:
Less than 1 year Baht 89.4 million and JPY 3.2 million Baht 101.7 million
2 to 5 years Baht 42.5 million and JPY 7.2 million Baht 65.0 million
During the year 2014, the Company and its subsidiaries recognised rental and service expenses of Baht 417.2 million
(2013: Baht 425.8 million) (Separate financial statements: Baht 247.5 million (2013: Baht 208.5 million)).
37.3 Service lease commitment
a) A subsidiary had a consultation agreement in respect of the real estate project with a company, effective from
October 2013 to December 2016. Under the conditions of the agreements, the subsidiary is to pay a monthly
service fee as stipulated in agreement. During the year 2014, the subsidiary recognised fee expenses of Baht 7.5
million (2013: Baht 1.9 million).
b) The Company and its subsidiary had financial consultation agreements with related individual and company dated
18 March 2013 and 2 January 2014. Under the conditions of the agreements, the Company and its subsidiary are
to pay a monthly service fee as stipulated in agreements. During the year 2014, the Company and its subsidiary
recognised fee expenses of Baht 3.6 million (2013: Baht 2.5 million) (Separate financial statements: Baht 2.4
million (2013: Baht 2.0 million)).
c) The Company had a financial consultation agreement with a company dated 1 April 2014 in respect of acquisitions
of the businesses of TPROP and GRAND. Under the conditions of the agreement, the Company is to pay a
success fee as stipulated in agreement when the Securities and Exchange Commission approves the issue and
offering of the additional ordinary shares as discussed in Note 12 to the financial statements.
37.4 Guarantees
a) The Company has guaranteed bank credit facilities of its subsidiaries amounting to Baht 9,430.8 million (2013:
Baht 12,133.8 million).
b) There were outstanding bank guarantees of approximately Baht 3,610.5 million (2013: Baht 4,120.8 million) issued
by the banks on behalf of the Company and its subsidiaries in respect of certain performance bonds as required
in the normal course of business. These included letters of guarantee amounting to Baht 610.5 million (2013: Baht
820.8 million) to guarantee the public utilities and Baht 3,000.0 million (2013: Baht 3,300.0 million) to guarantee
the debentures.
258
37.5 LitigationsOutstanding litigation as at 31 December 2014 is detailed below.
a) The Company was sued by 88 residents of a project with claims totaling Baht 111.0 million, for damages as a result of breach of contract, accusing the Company of fraud, and claiming depreciation of the land and houses. The Court of First Instance ordered the Company to pay the plaintiffs Baht 7.2 million (including interest at a rate of 7.5% per annum). The Company has appealed to the Court. The cases are currently being considered by the Court of Appeal. However, the management of the Company believes that the Company will not incur significant losses as a result of these cases. Therefore, the Company has not set aside provision for losses resulting from this litigation.
b) The Company was sued by a housing juristic person and buyers of a project with claims for damages totaling Baht 14.0 million, who charged the Company with selling common area land of this project. The case is currently being considered by the Court of First Instance. The management of the Company believes that the Company will not incur significant losses as a result of the case. Therefore, the Company has not set aside provision for losses resulting from the litigation since the plaintiffs do not understand the facts of the case, which are that the Company’s actions were legal.
c) The Company was sued by a buyer of a project with claims totaling Baht 6.2 million for damage suffered as a result of the Company consenting to a house extension carried out by another buyer (joint defendant). The Court of First Instance ordered the Company to pay the plaintiff Baht 0.2 million together with interest at a rate of 7.5% per annum. The Company is in the process of appealing the case. However, the management of the Company believes that the Company will not incur significant losses as a result of the case, and the Company has therefore not set aside provision for losses resulting from the litigation.
d) The Company was sued by a buyer of a project with claims for damages totaling Baht 5.9 million on the grounds that the buyer’s house in the project had been burgled of a substantial amount of assets. The Court of Appeal ordered the Company and joint defendant to pay the plaintiff Baht 3.2 million, together with interest at a rate of 7.5% per annum. The Company has appealed to the Supreme Court, which is currently considering the case. However, the management of the Company believes that the Company will not incur significant losses as a result of the case. Therefore, the Company has not set aside provision for losses since the assets are private assets of the plaintiff of which the Company is unable to prove certain amounts. The Company needs the Supreme Court to consider it.
e) A subsidiary, Estate Perfect Company Limited, has been sued by a contractor with a claim for payment of construction costs amounting to Baht 7.5 million. However, the subsidiary countersued the contractor for the return of moneys amounting to Baht 8.4 million, since the subsidiary paid for more construction than was delivered to the subsidiary by the contractor. The court dismissed the case and ordered the plaintiff to pay Baht 0.1 million to the subsidiary, but the plaintiff appealed and the Appeals Court reversed the decision of the Court of First Instance and ordered the subsidiary to pay the plaintiff Baht 6.7 million plus interest at a rate of 7.5% per annum from 30 August 2006 until settlement is made, but with interest calculated up to the date of the lawsuit not to exceed Baht 0.8 million. The subsidiary has appealed to the Supreme Court, which is currently considering the case. Nevertheless, the subsidiary has not set aside provision for losses resulting from this event, since the decision of the Appeals Court differed substantially from that of the Court of First Instance, and it can be seen as a decision made on a different factual basis from that of the Court of First Instance, which is the court that examined the evidence. The subsidiary therefore takes the view that it would be appropriate to hear the opinion of the Supreme Court, which will finalise the case. However, the management of the subsidiary believes that the subsidiary will suffer no significant loss as a result of
this litigation.
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38. Financial instruments38.1 Financial risk management The financial instruments, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and
Presentations”, principally consist of the following.
Financial assets Financial liabilities
- Cash and cash equivalents - Trade and other payables
- Trade and other receivables - Notes payable - leasehold rights
- Notes receivable - land - Notes payable
- Advances to contractors - Bills of exchange payable
- Restricted deposits - Short-term loans from related parties
- Loans to related companies - Deposits and cash received in advance
- Retention per agreement - Debentures
- Other long-term investments - Long-term loans
- Advances for purchases of land - Deposits and cash received in advance for
sublease agreement
The financial risks associated with these financial instruments and how they are managed is described below.
Credit risk
The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables, notes
receivable - land and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control
policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and
its subsidiaries do not have high concentration of credit risk since they have a large customer base. The maximum
exposure to credit risk is limited to the carrying amounts of trade and other receivables, notes receivable - land and
loans as stated in the statement of financial position.
Interest rate risk
The Company and its subsidiaries are exposed to interest rate risk relating primarily to their cash at banks, notes
receivable - land, loans, notes payable - leasehold rights, notes payable, bills of exchange payable, debentures and
loans. However, since most of the financial assets and liabilities bear floating interest rates or fixed interest rates which
are close to the market rate, the interest rate risk is expected to be minimal.
Significant financial assets and liabilities classified by type of interest rates are summarised in the table below on the
maturity date or, the repricing date if this occurs before the maturity date.
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(Unit: Million Baht)
As at 31 December 2014Consolidated financial statements
Fixed interest rates Floatinginterest
rateNon-interest
bearing Total Interest rateWithin1 year
1 - 5years
Over5 years
(% p.a.)
Financial assets
Cash and cash equivalents 1.1 - - 2,480.5 8.9 2,490.5 0.00 - 1.10
Trade and other receivables - - - - 191.4 191.4 -
Notes receivable - land 940.7 - - - 15.0 955.7 6.12
Advances to contractors - - - - 350.9 350.9 -
Restricted deposits 264.9 - - 23.3 - 288.2 0.13 - 2.85
Retention per agreement - - - - 100.0 100.0 -
Other long-term investments - - - - 106.5 106.5 -
Advances for purchases of land - - - - 444.6 444.6 -
1,206.7 - - 2,503.8 1,217.3 4,927.8
Financial liabilities
Trade and other payables - - - - 2,411.5 2,411.5 -
Notes payable - leasehold rights - - - - 20.0 20.0 -
Notes payable 100.0 - - 624.4 - 724.4 6.50 and MOR
Bills of exchange payable - - - 636.2 - 636.2 4.70 - 4.80
Deposits and cash received in advance - - - - 217.0 217.0 -
Debentures 8,978.7 4,600.0 - - - 13,578.7 4.60 - 6.25
Long-term loans - - - 4,293.6 - 4,293.6 MLR
Deposits and cash received in advance
for sublease agreement - - - - 39.7 39.7 -
9,078.7 4,600.0 - 5,554.2 2,688.2 21,921.1
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(Unit: Million Baht)
As at 31 December 2013Consolidated financial statements
Fixed interest rates Floatinginterest
rate
Non-interestbearing Total Interest rate
Within1 year
1 - 5years
Over5 years
(% p.a.)
Financial assets
Cash and cash equivalents - - - 1,228.9 6.3 1,235.2 0.00 - 1.75
Trade and other receivables - - - - 199.1 199.1 -
Notes receivable - land - - - - 200.7 200.7 -
Advances to contractors - - - - 317.4 317.4 -
Restricted deposits 309.4 - - 1.9 - 311.3 1.75 - 2.50
Retention per agreement - - - - 100.0 100.0 -
Other long-term investments - - - - 110.9 110.9 -
Advances for purchases of land - - - - 660.1 660.1 -
309.4 - - 1,230.8 1,594.5 3,134.7
Financial liabilities
Trade and other payables - - - - 2,716.5 2,716.5 -
Notes payable - leasehold rights - - - - 285.4 285.4 -
Notes payable - - - 512.5 - 512.5 MOR
Deposits and cash received in advance - - - - 341.0 341.0 -
Debentures 4,299.2 6,948.9 - - - 11,248.1 4.60 - 6.25
Long-term loans - - - 6,611.9 - 6,611.9 MLR
Deposits and cash received in advance
for sublease agreement - - - - 42.7 42.7 -
4,299.2 6,948.9 - 7,124.4 3,385.6 21,758.1
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(Unit: Million Baht)
As at 31 December 2014Separate financial statements
Fixed interest rates Floatinginterest
rate
Non-interestbearing Total Interest rate
Within1 year
1 - 5years
Over5 years
(% p.a.)
Financial assets
Cash and cash equivalents 1.1 - - 2,065.8 11.6 2,078.5 0.13 - 1.10
Trade and other receivables - - - - 146.5 146.5 -
Notes receivable - land 940.7 - - - 15.0 955.7 6.12
Advances to contractors - - - - 313.1 313.1 -
Restricted deposits 250.0 - - 0.7 - 250.7 0.13 - 2.85
Loans to related companies - - - 3,895.2 - 3,895.2 5.02 - 5.24
Retention per agreement - - - - 100.0 100.0 -
Other long-term investments - - - - 106.5 106.5 -
Advances for purchases of land - - - - 370.1 370.1 -
1,191.8 - - 5,961.7 1,062.8 8,216.3
Financial liabilities
Trade and other payables - - - - 1,253.2 1,253.2 -
Notes payable 100.0 - - 280.5 - 380.5 6.50 and MOR
Bills of exchange payable - - - 636.2 - 636.2 4.70 - 4.80
Short-term loan from related party - - - 175.0 - 175.0 7.38
Deposits and cash received in advance - - - - 152.5 152.5 -
Debentures 8,978.7 4,600.0 - - - 13,578.7 4.60 - 6.25
Long-term loans - - - 2,533.3 - 2,533.3 MLR
Deposits and cash received in advance
for sublease agreement - - - - 39.7 39.7 -
9,078.7 4,600.0 - 3,625.0 1,445.4 18,749.1
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(Unit: Million Baht)
As at 31 December 2013Separate financial statements
Fixed interest rates Floatinginterest
rate
Non-interestbearing Total Interest rate
Within1 year
1 - 5years
Over5 years
(% p.a.)
Financial assets
Cash and cash equivalents - - - 799.6 2.2 801.8 0.13 - 1.75
Trade and other receivables - - - - 99.9 99.9 -
Notes receivable - land - - - - 27.5 27.5 -
Advances to contractors - - - - 158.1 158.1 -
Restricted deposits 23.8 - - 1.7 - 25.5 1.75
Loans to related companies - - - 3,456.3 - 3,456.3 5.10 - 5.42
Retention per agreement - - - - 100.0 100.0 -
Other long-term investments - - - - 110.9 110.9 -
Advances for purchases of land - - - - 486.9 486.9 -
23.8 - - 4,257.6 985.5 5,266.9
Financial liabilities
Trade and other payables - - - - 1,136.8 1,136.8 -
Notes payable - - - 187.8 - 187.8 MOR
Short-term loan from related party - - - 75.0 - 75.0 7.38
Deposits and cash received in advance - - - - 85.6 85.6 -
Debentures 4,299.2 6,948.9 - - - 11,248.1 4.60 - 6.25
Long-term loans - - - 3,742.5 - 3,742.5 MLR
Deposits and cash received in advance
for sublease agreement - - - - 42.7 42.7 -
4,299.2 6,948.9 - 4,005.3 1,265.1 16,518.5
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Foreign currency risk The Company’s exposure to foreign currency risk arises from investments in overseas subsidiaries which were unhedged.
In addition, a subsidiary has entered into forward exchange contracts for the purpose of speculation. The forward
contracts mature within one year. Details are as follows:
As at 31 December 2014
Foreign currency
Bought amount
Contractual exchange rateBought
Contractual maturity date
(Million) (JPY per 1 Baht)
Baht 722 3.3380 - 3.5850 30 September and 28 December 2015
As at 31 December 2013
Foreign currency
Bought amount
Contractual exchange rateBought
Contractual maturity date
(Million) (JPY per 1 Baht)
Baht 579 3.0900 - 3.1440 30 September and 26 December 2014
38.2 Fair value of financial instruments Since the majority of the financial assets and liabilities are short-term or have interest rates close to the market rates,
the fair values of these financial assets and liabilities are not expected to differ materially from the amounts presented
in the statement of financial position.
A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing
parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial
instrument or by using and appropriate valuation technique, depending on the nature of the instrument.
39. Capital managementThe primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in
order to support its business and maximise shareholder value. As at 31 December 2014, the Group’s debt-to-equity ratio
was 2.47:1 (2013: 2.55:1) and the Company’s was 2.31:1 (2013: 2.12:1).
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40. Events after the reporting period
40.1 On 25 February 2015, a meeting of Board of Directors of We Retail Public Company Limited (“We Retail”) passed the
following significant resolutions:
a) Approved the allocation of 1,267,535,714 ordinary shares with a par value of Baht 1.05 to be sold to its existing
shareholders (rights offering) in a ratio of 1 new share for every 1 existing share, at a price of Baht 1.10 each.
b) Approved the allocation of 2,000,000,000 ordinary shares with a par value of Baht 1.05 each, and the remainder
of the ordinary shares discussed in a), to be sold by private placement to unrelated parties in a single or multiple
tranches, at prices which is not less than 90% of the market price.
40.2 On 26 February 2015, a meeting of the Company’s Board of Directors passed the following significant resolutions:
c) Approved a decrease in the registered share capital from Baht 10,737,610,610 to Baht 5,960,980,722 by canceling
4,776,629,888 unissued ordinary shares with a par value of Baht 1 each to reserve for the tender offers for all
shares of TPROP and GRAND and the adjustment of the exercise rights of the holders of warrants (PF-W3).
d) Approved a Baht 1,939,019,278 increase in the registered share capital, from Baht 5,960,980,722 to Baht
7,900,000,000, through the issue of 1,939,019,278 ordinary shares with a par value of Baht 1 each.
e) Approved the allocation of up to 1,927,650,552 ordinary shares with a par value of Baht 1, with these shares to
be allocated to the existing shareholders (rights offering) in a ratio of 1 new share for every 3 existing shares at
a price of Baht 1 each, to be reserved for the tender offer for all shares of GRAND, and with up to 11,368,726
ordinary shares with a par value of Baht 1 to be reserved for the adjustment of the exercise rights of the holders
of warrants (PF-W3). Fractional shares will be ignored.
f) Approved bank loan facilities of Baht 2,000 million, to accommodate the acquisition of the business of GRAND.
g) Approved the issue and offer of up to Baht 12,000 million of debentures with tenors of not more than 5 years.
h) Approved the proposal of a dividend payment of Baht 0.044 per share, totaling Baht 254.4 million, in respect of
the year 2014 operating results
41. Approval of financial statementsThese financial statements were authorised for issue by the Company’s Board of Directors on 26 February 2015.
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Property Perfect Public Company Limited’s and subsidiaries’ financial statements are prepared in compliance with
accounting standard stipulated in the Accounting Professions Act B.E.2547, presented in accordance with the requirements
in the Department of Business Development’s announcement on 14 September 2001 regarding in the Accounting ACT.B.E.2543,
and adjusts accounting practices to be in line with the Federation of Accounting Professions Notification 9/2007, 38/2007
and 62/2007 concerning the accounting standard.
The Board of Directors has appointed the Audit Committee comprising non-executive directors to take responsible for
financial reports to follow the account standard and related regulators, disclose adequate and on-time information, and have
internal control system to supervise internal control activities and the Audit Committee’s Opinions in the Audit Committee’s
reports shown in the annual report
The Board of Directors takes responsible for Property Perfect’s and its subsidiaries’ financial reports prepared to ensure
that financial position, revenue, expense and cash flow are presented accurately and reasonably. The Board of Directors
prepares accurate and complete accounting records to maintain assets, and internal control system to prevent fraudulent
irregularities activities. The Board of Directors has selected the appropriated and constantly practical accounting policy in
preparing the financial reports to reflect the company’s actual performance in compliance with the Generally Accepted
Accounting principles and adequate information disclosure in notes to financial statements. Auditor expresses opinions on
Property Perfect’s and subsidiaries’ financial statements in auditors’ report.
THE BOARD OF DIRECTORS’
RESPONSIBILITIES FOR FINANCIAL REPORTS
Dr.Tawatchai Nakata
Chairman
Chainid Adhyanasakul
Chief Executive Officer
267
Dear valued shareholders
Property Perfect Public Company Limited’s Audit Committee comprises three independent directors – having Mr.Krish Follett as Chairman, and Dr. Somsak Toruksa and Dr. Thamnoon Ananthothai as directors. Miss Duangporn Roemyindi, director of the internal audit office, was appointed the committee’s secretary.
In 2014, the Audit Committee followed through the Audit Committee Charter, which was endorsed by the Board. It organized 8 meetings to review financial information, connected transactions between the Company and subsidiaries affiliates and related companies and the performance of the internal audit office. It had 1 meeting to discussions with the auditor for the exchange of views on the Company’s internal control and accounting. The Audit Committee’s major activities can be summarized as below:
1. To review quarterly and yearly financial statements, and yearly consolidated financial statements for the year 2014. The Audit Committee reviewed the financial statements, every time with the presence of executives for explanatory purposes. It also had 1 meeting with the auditor, for an updated opinion on the Company’s internal control and accounting, to ensure that the financial statements were prepared appropriately, and in compliance with the Generally Accepted Accounting Principles and other related regulations. The committee also has duty to assure accounting system’s accuracy and reliability and sufficient and on-time information disclosure in financial statements to benefit investors and financial statements users in making investment decision. All paper document involved in the reviews of financial statements and the internal control was completely stored, for examination of all involved.
2. To review connected transactions The Audit Committee reviewed the connected transactions of the Company, subsidiaries, joint ventures and related companies, to ensure that the Company took into account the necessity and appropriateness of such connected transactions and put the Company’s interests as the top priority. It ensures that the transactions comply with the specified criteria and are properly and sufficiently disclosed.
3. To review risk management The Audit Committee comprehensively reviewed the enterprise risk management efficiency, taking into account reports and explanation from the Risk Management Committee through regular opinion exchange with the Risk Management Committee. The Audit Committee suggested the Company put emphasis on key possible risks such as a decline in domestic consumption, an increase in interest rates, and the downturn of global economy that might affect the Company’s hotel investment overseas. This was to ensure that the Company maintains risks at acceptable levels and achieves business goals. The Audit Committee also advised the internal control unit on the upgrade of its plan in line with the Company’s risk management, to ensure that the internal control covers enterprise risks - a key element to pave way for the Company’s achievements.
4. To review good governance issues Audit Committee ensured that the Company’s information disclosure is in line with the Securities and Exchange Act 2008 . and other laws related to the Company’s business operations, for the confidence among shareholders and investors.
5. To review evaluation of internal control system Audit Committee reviews in the way of COSO as to whether the Company’s internal control system is appropriate, to achieves its objectives in using resources efficiently and effectively, and has a preventive system to reduce mistakes, damages and deplete the Company’s resources as well as whether the financial statements is reliable. The committee also reviews the auditor’s comments on the internal control: the CEO and relevant executives were summoned for more information and suggested solutions. The committee monitors progress in the Company’s reactions to the auditor’s suggestions. During the year, the committee advised the Company
to undertake land transactions in writing.
AUDIT COMMITTEE REPORT 2014
268
6. To review internal audit The Audit Committee endorsed the internal control unit’s annual risk-based plan; recommended additional system analysis techniques to ensure added value of annual audits; acknowledged the annual 2014 internal audit assessment report; produced extra remarks on internal control improvement; and ensured the efficient and effective internal audit for acceptable risks and changing environment. Audit Committee ensured that the Company improved its operations in line with suggestions on significant issues stated in the internal audit assessment report. Audit Committee also devised plans for the transformation from operational audit approach to risk-based audit approach, to come up with efficient and effective advice for the management. It also evaluates the performance of the Internal Control Office director, to ensure his independence and compliance to the plan and professional requirements.
7. To review the Company’s monitoring and operating performance evaluation system Audit Committee reviews the Company’s performance to ensure that the Company follows the targets and adjusts operation to be accordance with the changed situation. The committee supports the Company to determine clearer performance evaluation and indicators and enhance the internal control become a part of normal practice of management.
8. To conduct self-assessment Audit Committee carried out self-assessment in many aspects including the number of meetings, scope of power, internal control, financial reporting, compliance to rules and regulations, coordination with the auditor, the supervision and improvement of internal control, in order to improve its operations and reporting to the Board.
9. To screen auditor Audit Committee selected the auditor upon on the auditor’s independence and defined the appropriate fee. The decision was forwarded to the Board and later submitted to the shareholder meeting for approval. E.Y. Office Limited was appointed as the auditor for year 2015
10. To advise and give recommendations to the executive committee Audit Committee examined and gave advice to the executive committee on finance, accounting and legal, to assure that the Company achieves the designated business goals. The Company was also advised to come up with a succession plan.
Audit Committee constantly reports resolutions of all meetings to the Board of Directors, independently practices assigned tasks on behalf of the Audit Committee with knowledge and competence, and gives suggestions straightly and appropriately for interests of the Company, shareholders and other stakeholders.
(Mr. Krish Follett)
Chairman of the Audit Committee
26 February 2015
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AUDITOR FEE ACCURACY SANCTIFICATION FORM
The fiscal year end on 31 December 2014
Item Payer Auditor Fee (Baht)
Audit Fee
1 Property Perfect Public Company Limited EY Office Limited 2,000,000
2 Estate Perfect Co.,Ltd. EY Office Limited 600,000
3 Perfect Sport Club Co.,Ltd. EY Office Limited 100,000
4 Bright Development Bangkok Co.,Ltd. EY Office Limited 400,000
5 Centre Point Shopping Mall Co.,Ltd. EY Office Limited 120,000
6 Residence Number Nine Co.,Ltd. EY Office Limited 220,000
7 U & I Construction Bangkok Co.,Ltd. EY Office Limited 250,000
8 Perfect Prefab Co.,Ltd. EY Office Limited 120,000
9 Uniloft Service (Thailand) Co.,Ltd. EY Office Limited 80,000
10 We Retail Public Company Limited EY Office Limited 880,000
11 Chiang Mai Development Co., Ltd. EY Office Limited 100,000
12 Mariya Stuff Co., Ltd. EY Office Limited 80,000
Total fee 4,950,000
The above information is
Accurate. I certify there is no other service I know of that the company and subsidiaries awarded to me, my auditing
firm, and individuals or companies connected to me.
Inaccurate. Note: ……………………………………………………………………………………………….………………
………………………………………………………………………………………………………………………………
To improve the above information (if any), I affirm the accuracy of all information in this form that shows the audit fee
and other service fee that the company and subsidiaries pay to me, my auditing firm, and individuals or companies connected
to me
(Supachai Phanyawattano)
EY Office Limited
(Formerly known as Ernst & Young Office Limited)
Auditor of Property Perfect Public Company Limited
270