READY FOR NEW CHALLENGES AEC
Amata Corporation Public Company Limited
Annual Report
2013
Vision
World’s leading industrial city developer
Mission
To provide reliable, sustainable and state-of-the-art business estate
Amata DNA has been created for the development and empowerment of its employees D R I V E-The 5 key characteristics employees should have : D DEPENDABLE R RESPONSIVE I INNOVATIVE V VISIONARY E EFFICIENT
Table of Contents
06 Performance at a Glance 07 Amata Consolidated Results 2009-2013 10 Message from the Chairman 14 Board of Directors 16 Directors’ Biographies 28 Shareholding Structure 29 Organization Chart 30 Policy and Company Overview 33 Scope of Business 42 Risk Factors 43 Other Information 51 Reference 52 Major Shareholders 53 Dividend Policy 54 Management Structure 58 Amata and Corporate Governance Policies
74 77 78 79 80 86 87 89 90 138 142 144 146
Corporate Social Responsibility Internal Control and Risk Management Related Party Transactions Key Financial Ratio Management Discussion and Analysis for year 2013 Report on the Board of Directors’ Responsibilities Report of the Audit Committee Independent Auditor’s Report Financial Statements Executives’ Biographies Executives’ Biographies (Subsidiaries) List of Company’s Directors and Executives and Position Holding in Company Subsidiary Associate and Other Company Directors in Amata Subsidiaries
Amata 3Q - Key to success
Q-1
Quality Locations : Strategic Locations in Vietnam and Eastern Seaboard of Thailand
Annual Report
2013 Q-3
Q-2
Quality Services : Dedicated Quality Infrastructure : Highest quality infrastructure investment, construction, pre - and post sales services and utilities to support production
06
Performance at a Glance
Performance at a Glance
2013 PERFORMANCE
Financial summary: Amata Corporation PCL. and its subsidiary companies 2013
2012
 Income statement (Million Baht) Total revenue Income from sales Gross profit Net profit (Before other comprehensive income to equity holders of the company) Statement of financial position (Million Baht) Total assets Total liabilities Total shareholders’ equity
7,506.08 7,164.25 3,436.79 1,515.58
Amata Corporation Public Company Limited
6,089.97 3,923.54 3,178.49 2,230.14 5,612.91 3,647.94 3,046.32 2,035.10 2,817.60 1,759.62 1,409.57 716.01 1,501.21 900.51 695.91 372.31
22,203.24 21,014.09 17,823.19 14,380.61 13,412.23 12,011.74 12,107.87 10,360.55 8,270.89 7,180.61 10,191.50 8,906.22 7,462.64 6,109.72 6,231.62
Earnings per share and dividend payout (Ordinary shares of Baht 1 each) Earnings per share (Baht) 1.42 Dividend payout (Million Baht) 586.82 Selected ratios (%) Net profit margin (%) Return on equity (%) Return on total assets (%) Debt to equity ratio (Times) *As detailed in the notes to the financial statements article 3.1
2011 2010 2009 (Different accounting policies) *
25.69 20.20 8.92 1.18
1.41 693.43
0.84 160.05
0.65 266.73
0.35 106.69
29.46 21.92 9.24 1.36
26.59 15.01 6.45 1.39
24.52 12.63 5.61 1.35
21.23 8.01 3.67 1.15
Annual Report 2013
Amata Consolidated Results 2009 - 2013
Amata Consolidated Results 2009 - 2013
7,506.08 1,515.58 Total Revenue
2010
2009
1,018 1,829 2,847
599 966 1,565
437 858 1,295
185 68 253
1.15
2011
1.35
1.39
1.36
1.18
716.01
1,409.57
1,759.62
2,817.60
3,436.79
2,230.14
3,178.49
3,923.54
6,089.97
7,506.08
2013 2012 2011 2010 2009
2013 2012 2011 2010 2009
Earnings
Dividend Payout (Million Baht)
372.31
695.91
900.51
1,501.21
1,515.58
(Times)
106.69
266.73
160.05
693.43
586.82
Debt to Equity Ratio
0.35
Gross Profit
0.65
Total Revenue
0.84
2013 2012 2011 2010 2009
1.41
Earnings Per Share
2012
2013 2012 2011 2010 2009
1.42
1.42
Gross Profit
2013 2012 2011 2010 2009
“Ready for new Challenges”
Net Profit
(ฺBefore other comprehensive income to equity holders of the company)
3,436.79
Business performance of Amata Corporation PCL. and its subsidiary companies 2013 Size of land under sales agreement executed during the year (Rai)** Amata Nakorn 354 Amata City 655 Amata Nakorn & Amata City 1,009 Remark: ** Amata’s land revenues are from Thailand only
Per Share (Baht)
07
2013 2012 2011 2010 2009
Net Profit
(ฺBefore other comprehensive income to equity holders of the company)
586.82 Dividend Payout
1.18
Debt to Equity Ratio
Amata ready for AEC’s opportunities and challenges.
10 7
1
5
8
3
2 9
6 4
Thailand Brunei Darussalam Cambodia Indonesia Laos
Malaysia Myanmar Philippines Singapore Vietnam
10
Message from the Chairman
Message from the Chairman To all shareholders, The year 2013 is a challenging year for Amata as we encountered the country’s political turmoil. This has caused a severe drop of our land sale down to only one third of the set target. Moreover, the Company has spent a lot of money in solving the flood problem, and to help surrounding communities suffered from flood which have an impact on the operating performance of the 4th quarter.
2013
Annual Report
In order to minimize a negative impact from the fluctuation of our income which is mainly derived from land sale, the Company has expanded its investment into power business. In 2013, the board has approved to invest in 2 new power plant projects in Amata Nakorn, and 3 new power plants in Amata City with the size of 130 megawatt each.
Amata Corporation Public Company Limited
Annual Report 2013
Message from the Chairman
11
In 2014, the Company plans to operate on the following :1) To increase income from land sale both in Thailand and Vietnam via proactive marketing focusing on Japanese and Chinese markets. Amata industrial estates are on strategic location with easy access both via air and sea, a key success for export business. 2) To work on the setting up of new industrial estates outside Thailand. On this occasion, I would like to thank the shareholders, investors, business alliances, customers and stakeholders who have always given us supports. Also, I would like to thank the management and staff of Amata for their efforts and dedication to work. Finally, I want to assure everyone that we will withstand to work under all circumstances to lead our organization to a steady progress.
(Dr. Wissanu Krea-Ngam)
“Ready for new Challenges�
Amata Nakorn Chonburi, Thailand
Amata Nakorn Industrial Estate as the company’s flagship estate is located on a prime site only 57 km from Bangkok connected by Bangna-Trad Elevated Expressway and Bangkok - Chonburi Motorway. Factories set up here have excellent access to Bangkok and the heart of Eastern Seaboard region.
14
Board of Directors
Board of Directors Mr. Vikrom Kromadit
Dr. Wissanu Krea-ngam Mr. Keita  Ishii
Amata Corporation Public Company Limited
Mr. Anucha Sihanatkathakul
Annual Report 2013
Board of Directors
15
Mr. Vatana Supornpaibul
Mr. Noppun Muangkote Mr. Viboon Kromadit
“Ready for new Challenges”
Mr. Chackchai Panichapat
Associate Professor Dr. Somchet Thinaphong
16
Directors’Biographies
Directors’ Biographies
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit Director Appointment Date April 27, 2007 Age 63
Education • • • • • •
LL.B. (Hons.) Thammasat University Barrister-At-Law (Thai) LL.M. University of California, Berkeley J.S.D. University of California, Berkeley LL.D. (Honoris Cansa) Chulalongkorn University Certificate National Defense College
Director training program • Director Accreditation Program (DAP), 2008
Experience • • • • •
Professor of Law, Chulalongkorn University Secretary-General of The Cabinet Deputy Prime Minister Member of University Councils (Thaksin University, Chulalongkorn University, Bundit Patanasilp, Kasem Bundit, King Prajadhipok’s Institute, Chiang Mai University Chiang Rai Rajabhat University) Chairman of University Councils (Songkhla Rajabhat University and Bundit Patasilp Institution)
Positions in other listed companies • • • • • • •
Chairman, Sikarin PCL. Chairman, Bangkok First Investment PCL. Chairman, Namyong Terminal PCL. Director, Loxley PCL. Director, Post Plublishing PCL. Director, Sermsuk PCL. Director, AEC Securities PCL.
Positions in rival companies / related companies None Meeting attendance in 2013
Dr. Wissanu Krea-ngam Chairman
• Board of Directors Meeting 6 of 6 Meetings • Shareholder Meeting 1 of 1 Meeting No. of years on the board 6 years 9 months Company shareholding None
Other information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years past years
Amata Corporation Public Company Limited
Annual Report 2013
Directors’Biographies
17
Type of director • Non Executive Director • Authorized director who can sign to bind the company as specified in Affidavit Director Appointment Date April 23, 2010 Age 53
Education • Bachelor’s degree in law, Waseda University, Japan
Director training program • None
Experience • Director of ITOCHU Chemical Frontier, Japan
Positions in other listed companies • None
Positions in non-listed companies • President ITOCHU (Thailand) Ltd. and ITOCHU Management (Thailand) Co., Ltd. • Director, Central Familymart Co., Ltd. • Director, Suzuki Leasing International (Thailand) Co., Ltd. Positions in rival companies / related companies None
Meeting attendance in 2013 • Board of Director Meeting, 4/6 Meetings • Shareholder Meeting, 1 of 1 Meeting No. of years on the board 3 years 9 months Company shareholding None
Other information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Mr. Keita Ishii Vice Chairman
“Ready for new Challenges”
18
Directors’Biographies
Type of director • Executive as Director of the Board • Authorized director who can sign to bind the company as specified in Affidavit Director Appointment Date March 6, 1990 Age 61
Education • B.E. (Mechanical Engineering), National Taiwan University, Taipei, Taiwan Director training program None
Experience • • • • •
Managing Director of V&K Corp. Co., Ltd. President of Kromadit Co., Ltd. Vice President of BIP Engineering PCL. Chairman of the Board of Directors of Amata (Vietnam) Co., Ltd. Director of Amata Power Ltd. Positions in other listed companies None
Positions in non-listed companies • • • • • •
President of Amata Holding Co., Ltd. Chairman of Amata VN Pcl. Director of Amata Development Co., Ltd. Director of Amata Mansion Services Co., Ltd. Director of Amata City Co., Ltd. Chairman of Amata Foundation
Positions in rival companies / related companies None Meeting attendance in 2012 • Board of Directors Meeting, 4 of 6 Meeting • Shareholder Meeting, 0 of 1 Meeting No. of years on the board 23 years 10 months Company shareholding 215,700,000 (20.22%)
Other information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Mr. Vikrom Kromadit Director / Chairman of Executive Board / Chief Executive Officer
Amata Corporation Public Company Limited
Annual Report 2013
Directors’Biographies
19
Type of director • Executive Director • Authorized director who can sign to bind the company as specified in Affidavit Director Appointment Date July 23, 2003 Age 75
Education • B.E. (Electrical Engineering), Chulalongkorn University • M.E. (Electrical Engineering), University of Texas, Austin, U.S.A. • Certificate, Defense College
Director training program • • • • •
Director Accreditation Program (DAP) year 2003 Finance for Non-Finance Director (FN) year 2005 Director Certification Program (DCP) year 2006 Role of Compensation Committee (RCC) year 2007 Audit Committee Program (ACP) year 2009
Experience • • • •
Deputy Secretary General of the Board of Investment Independent Director, Audit Committee Member and Chairman of the Nomination and Remuneration Committee, Central Pattana Pcl. Independent Director, Chairman of the Audit Committee and Nomination and Remuneration Committee Member, City Sports and Recreation Pcl. Independent Director, member of the Audit Committee and Chairman of the Nomination and Remuneration Committee, Kang Yong Electric Pcl.
Positions in non-listed companies • • • • • • • • •
Chairman, Magnecomp Precision Technology Pcl. Chairman, Precipart Co., Ltd. Chairman, Amata Water Co., Ltd. Chairman, D-Jig Co., Ltd. Vice Chairman, Amata City Co., Ltd. Director, Amata Asia Ltd. Director, San Miguel Beer (Thailand) Co., Ltd. Director, San Miguel Marketing (Thailand) Co., Ltd. Director, Thai San Miguel Liquor Co., Ltd. Positions in rival companies / related companies None
Meeting attendance in 2013
Mr. Chackchai Panichapat Director / Executive Director
• Board of Directors Meeting, 6 of 6 Meetings • Shareholder Meeting, 1 of 1 Meeting No. of years on the board 10 years 6 months Company shareholding None
Other information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years “Ready for new Challenges”
20
Directors’Biographies
Type of director • Executive Director • Authorized director who can sign to bind the company as specified in Affidavit
Director Appointment Date February 17, 2012 Age 74 Education • • • • • •
B.E. (Electrical Engineering) (2nd class hons.), Chulalongkorn University B.E. (Industrial Engineering), Chulalongkorn University B.Econs. (1st class hons.), Sukhothai Thammatirat University M.S.E.E. (Master of Science in Electrical Engineering), University of Texas, Austin, U.S.A. M.M. (Master of Management), Sasin Graduate Institute of Business Administration, Chulalongkorn University Certificate, National Defense College
Director training program • • • •
Director Accreditation Program (DAP) year 2006 Finance for Non-Finance Director (FN) year 2006 Director Certificate Program (DCP) year 2007 Audit Committee Program (ACP) year 2007
Past Experience • Deputy General Manager, State Railway of Thailand
Present Positions in other listed companies Positions in non-listed companies
None
None
Positions in rival companies / related companies None Meeting attendance in 2013 • Board of Directors Meeting, 6 of 6 Meetings • Shareholder Meeting, 1 of 1 Meeting
No. of years on the board Company shareholding Other information
1 year 10 months None
• No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Mr. Vatana Supornpaibul Director / Executive Director / Chief Business Officer
Amata Corporation Public Company Limited
Annual Report 2013
Directors’Biographies
21
Type of director • Executive as Director of the Board • Authorized director who can sign to bind the company as specified in Affidavit Director Appointment Date April 28, 2006 Age 53
Education • Bachelor Degree in Business Administration, Assumption University • Master of Arts (Public Affairs) Thammasart University
Director training program • Director Accreditation Program (DAP), Year 2004 • Director Certification Program (DCP), Year 2007
Experience • • • • • •
The Thai Amateur Swimming Association The Asian Amateur Swimming Federation Director of Duplan International Co., Ltd. Director and Advisor to the Chairman of TLCA. Chairman of EDP.1 “Thailand Top 100 HR Award 2009” from Thammasart University Positions in other listed companies None
Positions in non-listed companies • • • • • •
Director of Amata City Co., Ltd. Director of Amata Water Co., Ltd. Director of Amata Facility Services Co., Ltd. Director of Amata Summit Ready Built Co., Ltd. Director of Thai-Chinese Industrial Realty Development Co., Ltd. Director of Amata Asia Ltd. Positions in rival companies / related companies None
Meeting attendance in 2013 • Board of Director Meeting, 6 of 6 Meeting • Shareholder Meeting, 1 of 1 Meeting No. of years on the board 7 years 9 months Company shareholding 300,000 (0.03%) under his wife name
Other information
Mr. Viboon Kromadit Director / Executive Director / Chief Marketing Officer and acting Chief Operating Officer
“Ready for new Challenges”
• No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
22
Directors’Biographies
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit
Director Appointment Date April 27, 2007 Age 55 Education • B.A. (Accounting & Management), Houston Baptist University, U.S.A. • M.B.A. (Finance) University of Houston, U.S.A.
Director training program • • • • • • •
Director Certification Program (DCP), Year 2000 Fellow Member, Year 2001 Director Compensation, Year 2003 Non-Executive Director, Year 2004 Board Failure and How to Fix it, Year 2004 CEO Performance Evaluation, Year 2004 Raising the Awareness of Corporate Fraud in Thailand, Year 2005
Experience • • • • • • •
Director and Executive Vice Chairman, Syrus Securities Pcl. Director, PTTEP Exploration and Production Pcl. Specialist, The committee on finance, banking and financial institutions, The Senate Advisor, Sub committee on banking and financial institutions, The Senate Director, Thai Oil Power Co., Ltd. Director, Nava Leasing Pcl. Director, The Mall Nakornrajchasrima Co., Ltd.
Positions in other listed companies • Director and Executive Chairman, Focus Development and Construction Pcl.
Positions in non-listed companies
Mr. Anucha Sihanatkathakul Director / Chairman of the Audit Committee / Member of Nomination and Remuneration Committee
• • • • • • • • • • • • • •
Director, Amata B. Grimm Power Ltd. Director, Amata B. Grimm Power 1 Ltd. Director, Amata B. Grimm Power 2 Ltd. Director, Amata B. Grimm Power 4 Ltd. Director, Amata B. Grimm Power 5 Ltd. Director, Amata Power (Rayong) Ltd. Director, Amata B. Grimm Power (Rayong) 1 Ltd. Director, Amata B. Grimm Power (Rayong) 2 Ltd. Director, Amata Water Co., Ltd. Director, Amata (Vietnam) Joint Stock Company Director, Amata Asia Ltd. Director, Amata Summit Reay Built Co, Ltd. Director, Data In Motion Co., Ltd. Director, Data Technology Co., Ltd.
Amata Corporation Public Company Limited
Annual Report 2013
Directors’Biographies
23
Positions in non-listed companies • • • • • •
Director, Moon Dance Development Co., Ltd. Director, Moon Dance Bistro Co., Ltd. Director, Capital Focus Co., Ltd. Director, Focus Environmental Co., Ltd. Director, 888 Property Co., Ltd. Director, Rai Arthit Co., Ltd.
Positions in rival companies / related companies None Meeting attendance in 2013 • • • •
Board of Directors Meeting, 6 of 6 Meetings Audit Committee Meeting, 5 of 5 Meetings Nomination and Remuneration Committee Meeting, 1 of 1 Meeting Shareholder Meeting, 1 of 1 Meeting
No. of years on the board Company shareholding Other information
6 years 9 months 5,534,000 shares (0.52%)
• No legal dispute which does not comply with the qualification of the director for listed company over the past 5 years • No conflict of interest transaction with the company in past years
“Ready for new Challenges”
24
Directors’Biographies
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit
Director Appointment Date July 26, 2001 Age 65 Education • • • •
Diploma, Springfield Township High School, Phila., Pa. (American Field Service Scholarship) 1966-1967 LL.B (Hons.) Thammasat University 1967-1971 Certificate, Thai Barrister at Law Association 1972 LL.M Corporations, New York University 1975-1977 (Fulbright and Asia Foundation Scholarships)
Director training program • Director Accreditation Program (DAP), 43/2005
Experience • Chief of Legal Department, ITF Finance & Securities, 1972-1975 • Lawyer, Chandler & Thong-ek Law Offices, 1977-1981
Positions in other listed companies • Independent Director and Chairman of the Audit Committee, AEON Thana Sinsap (Thailand) Public Company Limited
Positions in non-listed companies • • • • •
Independent Director, AEON (Thailand) Co., Ltd. (formerly ”Siam-Jusco Co., Ltd.”) Vice Chairman Sahakol Equipment Co., Ltd. and Sahakol Engineer Co., Ltd. Independent Director and Chairman of Audit Committee of Charoensin Property Co., Ltd. Director, PF Controls Group Co., Ltd. Owner, International Business Lawyers, 1981-present
Positions in rival companies / related companies None Meeting attendance in 2013 • • • •
Mr. Noppun Muangkote Director / Member of the Audit Committee / Chairman of the Nomination and Remuneration Committee
Board of Directors Meeting, 6 of 6 Meetings Audit Committee Meeting, 5 of 5 Meetings Nomination and Remuneration Committee Meeting, 1 of 1 Meeting Shareholder Meeting 1 of 1 Meeting
No. of years on the board
12 years 6 months
Company shareholding
None
Other information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in the past years
Amata Corporation Public Company Limited
Annual Report 2013
Directors’Biographies
25
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit
Director Appointment Date December 28, 1999 Age 65 Education • • •
Doctor of Engineering (D. Eng.) 1980 ; Asian Institute of Technology (AIT) (King’s Scholarship (Thailand)) Master of Engineering (M. Eng.) 1973 ; Asian Institute of Technology (AIT) (British Government Scholarship) Bachelor of Engineering (B. Eng.) 1971 ; University of Tasmania (Australia) (Colombo Plan Scholarship)
Experience • 9 years as the Governor of Industrial Estate Authority of Thailand (IEAT) • 3 years as the President of New Bangkok International Airport (NBIA)
Positions in other listed companies • Director, Preecha Group Public Co., Ltd. Positions in non-listed companies • Chairman, Board of Directors, Geo-Informatics and Space Technology Development Agency (Public Organization)-GISTDA • Managing Director, Dawei Development Company Limited
Positions in rival companies / related companies None Meeting attendance in 2013 • • • •
Board of Directors Meeting, 6 of 6 Meetings Audit Committee Meeting, 5 of 5 Meetings Nomination and Remuneration Committee Meeting, 1 of 1 Meeting Shareholder Meeting, 1 of 1 Meeting
No. of years on the board
14 years
Company shareholding None Other information
Associate Professor Dr. Somchet Thinaphong Director / Member of the Audit Committee / Member of the Nomination and Remuneration Committee “Ready for new Challenges”
• No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Standard Utilities and Facilities
- Electricity - Steam - Facility Services - Industrial Standards
- Industrial Water -Â Waster Water Treatment - Natural Gas - Telecommunications - Medical Services - Safety and Security - Land and Road Condition
28
Shareholding Structure
Shareholding Structure 83.67%
8%
Sep. 9, 1996
8%
Amata City Co., Ltd.
30%
Thai - Chinese Rayong Industrial Realty
60%
Amata B.Grimm Power Ltd.
62%
Amata B.Grimm Power 3 Ltd.
62%
Amata B.Grimm Power 4 Ltd.
50%
20.115%
Amata B.Grimm Power 5 Ltd.
50%
Amata Water Co., Ltd.
0.0003%
Amata B.Grimm Power 5 Ltd. Aug. 26, 2010
Mar. 5, 1999
20%
Amata B.Grimm Power 4 Ltd. Aug. 26, 2010
Aug. 26, 2010
100%
Amata B.Grimm Power (Rayong) 2 Ltd. Jan. 12, 2010
Aug. 26, 2010
Amata Corporation PCL. March 6, 1989
Amata B.Grimm Power (Rayong)1 Ltd. Sep. 9, 1996
Jan. 12, 2010
20.115%
Amata B.Grimm Power 3 Ltd. Jan. 12, 2010
Mar. 2, 1995
10%
Thai - Chinese Rayong Industrial Realty Development Co., Ltd. Mar. 20, 2012
Development Co., Ltd. Mar. 20, 2012
13.77%
Amata B.Grimm Power (Rayong) 2 Ltd. Jan. 12, 2010
June 5, 1995
21%
Amata B.Grimm Power (Rayong)1 Ltd.
Amata (Vietnam) JSC. Dec. 31, 1994
Amata Natural Gas Distribution Co., Ltd. Nov. 27, 2001
91%
Amata Facility Services Co., Ltd.
25%
Apr. 11, 2013
Nov. 29, 2002
43.49%
Amata Development Co., Ltd.
29.10%
June 15, 1990
49%
Industrial Estate Utility Service
Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd. Amata Mansion Service Co., Ltd. Nov. 15, 1991
Amata Summit Ready Built Co., Ltd. Dec. 15, 2004
21%
VIA Logistics Co., Ltd. Dec. 27, 2004
4.25%
Other
Vibharam (Amata Nakorn) Hospital Co., Ltd. Sep. 27, 2005
100%
Amata Asia Ltd.
44.04%
Amata VN PCL.
69.9997%
May 28, 2008
44.29%
Aug. 30, 2012
100%
Amata Global Pte. Ltd. Nov. 14, 2013
Amata Corporation Public Company Limited
Amata VN PCL. Aug. 30, 2012
Amata (Vietnam) JSC. Dec. 31, 1994 10%
Amata Power (Bien Hoa) Co., Ltd. Jun. 29, 1996
Annual Report 2013
Organization Chart
29
Organization Chart Board of Directors Company Secretary
Nomination & Remuneration Committee
Executive Board
Audit Committee
Chief Executive Officer (1)
Internal Audit
Chief Executive Office (12)
Information Development (1)
Marketing Division (1)
Business Development Division (1)
IT, Accounting & Finance and Investor Relations Division (1)
Operating Division
Marketing & Sales (10)
New Project (7)
Information Technology (5)
Legal (1)
Land & Government Affairs (7)
Infrastructure (3)
Accounting & Finance (10)
Relationship Management (4)
Engineering (11)
Urban (1)
Investor Relations (1)
Human Resources & General Affairs (23)
Public Relations (6)
“Ready for new Challenges�
30
Policy and Company Overview
Policy and Company Overview The vision of Amata Corporation PCL is to be “World’s leading industrial city developer”. In accordance with this vision, Amata Corporation PCL, its subsidiaries and associates invest in industrial estates and the enterprises supporting the operation of the estates. Amata Corporation PCL was previously named as Bangpakong Industrial Park 2 PCL. and was set up on March 6, 1989 to operate real estate business by developing and selling industrial land to industrial operators. At the start, the company had its registered capitals of THB 120 million (one hundred twenty million baht) and present registered capital is 1,067,000,000 baht (one thousand sixty seven million baht). The company also set up as Bangpakong Industrial Estate which its name changed to Amata Nakorn Industrial Estate on February 25, 1998. Amata Nakorn Industrial Estate falls under Investment Promotion Zone 2 which is a joint partnership between private sector and Industrial Estate Authority of Thailand. Amata Nakorn Industrial Estate covers the area of 23,300 rais located at Km. 57 Bangna-Trad Highway in Tambol Klong Tamru, Amphur Muang, of Chonburi Province. The company specializes in planning, developing, managing, and marketing integrated industrial estates. The company strives not only to provide a location for businesses, but to create integrated cities with a range of services designed to support its client companies and the people who work for them. This means there is an international standard road system, reliable utilities and waste disposal facilities, well-maintained green areas.
Significant Developments in 2013 1) In 2013, there was no significant change in the company share holding structure; hence the Kromadit family still holds the majority of the company’s shares. 2) The Board of Directors at meeting No. 4/2013, dated May 13, 2013, ratified that Amata Facility Services Co., Ltd., (a subsidiary company of Amata) could take a 25% shareholding in Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd., a company providing engineering and logistics services. These services include the design and installation of production processes in factories; the design, installation, repair and maintenance of machines, engines, tools and equipment; the packaging and manufacturing of all types of products; and the management of all inbound and outbound freight, containers and packages via ground, sea and air. 3) The Board of Directors at meeting No. 5/2013, dated August 13, 2013, approved Amata Corporation PCL owning 20.115% of the shares in each of two power companies: Amata B. Grimm Power 4 Ltd. and Amata B. Grimm Power 5 Ltd. Each company has a power generating capacity of 132 megawatts of which 90 megawatts will be supplied under agreement to the Energy Generating Authority of Thailand (EGAT) and the remainder to customers in the Amata Nakorn Industrial Estate. 4) The Board of Directors at meeting No. 6/2013, dated November 12, 2013, decided to not increase investment in Vibharam (Amata Nakorn) Hospital Co., Ltd., located at Amata Nakorn. The board agreed that Vibharam Hospital is not an Amata’s core business. Consequently, Amata’s initial investment of 20.25% of 100 million Baht has been reduced to 4.25% after Vibharam increased its investment fund (mainly for construction purposes) to 500 million Baht. The Construction is schedule to be completed in the first quarter of 2014. 5) The Board of Directors at meeting No. 6/2013, dated November 12, 2013, gave its approval to Amata Corporation PCL holding 100% of the shares in a new company, Amata Global Pte, Ltd., a subsidiary registered in Singapore focusing on investment in foreign countries.
Amata Corporation Public Company Limited
Annual Report 2013
Policy and Company Overview
31
6) The Board of Directors of Amata City Co., Ltd. (a subsidiary company) at meeting No. 4/2013, dated November 15, 2013, approved the company owning 20.115% of the shares in each of three power companies: Amata B. Grimm Power (Rayong) 3 Ltd., Amata B. Grimm Power (Rayong) 4 Ltd., and Amata B. Grimm Power (Rayong) 5 Ltd. Each company has a power generating capacity of 132 megawatts of which 90 megawatts will be supplied under agreement to the Energy Generating Authority of Thailand (EGAT) and the remainder to customers in the Amata City Industrial Estate. The set up of the power plants of these three companies are now under process.
Business Overview of Subsidiaries and Associate Companies The focus of Amata Corporation PCL on industrial estate development and other businesses related to industrial park operation can be segmented as follows: Industrial Estate Businesses The company has set up three major subsidiary companies to aid in the operation of its industrial estate business. 1) Amata City Co., Ltd., of which the company holds 83.67% of the shares operates Amata’s second industrial estate in Thailand, (Amata City Industrial Estate, Thailand). This industrial estate covers 13,800 rais and is located at highway 331 Mab Yang Porn sub-district, Phuak Daeng district in Rayong Province. It falls under Investment Promotion Zone 3. 2) The company has set up a joint venture with Vietnamese government to operate an industrial park known as the Amata (Vietnam) JSC., in which it holds a 61.83% interest. The joint venture operates over an area of 4,375 rai under the name “Amata City (Bien Hoa)” and is located near the intersection of national highways No. 1 and 15, Long Binh sub-district, Bien Hoa district, Dong Nai province in Vietnam. 3) Thai-Chinese Rayong Industrial Realty Development Co., Ltd., of which Amata Corp directly and indirectly holds a 46.10% interest, operates a ‘mini’ industrial park located within the Amata City Industrial Estate, Thailand. The development consists of 1,000 rais of land and sells land and leases ready-built factories for investors from mainland of China. Utilities Group Amata Corporation PCL has set up 8 companies to operate utility businesses as follows: 1) Amata B. Grimm Power Ltd., (changed from Amata Power Limited on August 26, 2011) in which the company holds a 13.77% interest. The company operates a power business that sells electricity and steam both in Thailand and overseas. 2) Amata Water Co., Ltd., (name changed from Amata Quality Water Co., Ltd., on November 21, 2005) produces water products for industrial users. Amata Corp holds a 100% stake in this company. 3) Amata Natural Gas Distribution Co., Ltd., distributes natural gas to industrial users. Amata holds a 20% stake in this company. 4) Amata B. Grimm Power 3 Ltd., produces electricity and steam; Amata indirectly holds an 18.26% stake in this company. 5) Amata B. Grimm Power (Rayong) 1 Ltd., produces electricity and steam; Amata indirectly holds a 15.23% stake in this company. 6) Amata B. Grimm Power (Rayong) 2 Ltd., produces electricity and steam; Amata indirectly holds a 15.23% stake in this company. 7) Amata B. Grimm Power 4 Ltd., produces electricity and steam; Amata indirectly holds a 27% stake in this company. 8) Amata B. Grimm Power 5 Ltd., produces electricity and steam; Amata indirectly holds a 27% stake in this company.
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Policy and Company Overview
Service Business Group The company has set up seven companies to operate residential property and to provide service to clients in its industrial estates. No. Company Name Shareholder % Location 1 Amata Development Co., Ltd. Amata Corporation PCL 43.49 Amata Nakorn (name changed from BIP Development Co., Ltd.) 2 Amata Mansion Service Co., Ltd. Amata Development Co., Ltd. 29.10 Amata Nakorn (name changed from BIP Services Co., Ltd.) 3 Amata Facility Services Co., Ltd. Amata Corporation PCL 91.00 Amata Nakorn 4 Amata Summit Ready Built Co., Ltd. Amata Corporation PCL 49.00 Amata Nakron 5 VIA Logistics Co., Ltd. Amata Corporation PCL 21.00 Amata Nakorn 6 Vibharam (Amata Nakorn) Hospital Co., Ltd. Amata Corporation PCL 4.25 Amata Nakorn 7 Strategic Engineering Amata Facility Services Co., Ltd. 25.00 General Customer and Advance Logistics Services (Thailand) Co., Ltd. Other Companies 1) Amata Asia Ltd., (changed from Amata Hong Kong Ltd., on January 28, 2013) is 100% owned by the company and is set up in Hong Kong as a holding company to focus on overseas investments. 2) Amata VN PCL in which Amata directly and indirectly holds an 88.33% interest is a holding company focusing on investment in Vietnam. 3) Amata Global Pte. Ltd., in which Amata holds 100% shares is set up as a holding company for investment in foreign countries.
Amata Corporation Public Company Limited
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Scope of Business Revenue Structure (Before eliminated intercompany transactions) (Unit : Million Baht)
Business Segment Industrial Estate Business Total Utility Business
Total Rental Business
Operated by Amata Corporation PCL. Amata City Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Summit Ready Built Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata B. Grimm Power Ltd.* Amata Natural Gas Distribution Co., Ltd.* Amata B. Grimm Power 3 Ltd.* Amata B. Grimm Power 4 Ltd.* Amata B. Grimm Power 5 Ltd.* Amata B. Grimm Power (Rayong) 1 Ltd.* Amata B. Grimm Power (Rayong) 2 Ltd.* Via Logistics Co., Ltd.* Amata Power (Bien Hoa) Ltd.* Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.* Amata Corporation PCL. Amata (Vietnam) Joint Stock Company Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd.
% of 2013 2012 2011 Shareholding Revenue % Revenue % Revenue % 2,259 28 1,945 32 1,463 37 84% 2,531 32 2,087 35 970 25 62% 330 4 305 5 - 49% 18 - - 46% 62% 100% 91% 14% 20% 18% 27% 27% 15% 15% 21% 14%
840 11 5,978 75 150 2 840 11 312 4 11 87 1 21 (3) (2) (8) (11) (6) 9 -
- 4,337 72 139 2 702 12 270 4 40 1 80 1 10 - - - - (5) (5) -
- 2,433 62 117 3 589 15 232 6 68 2 64 2 (2) - - - - 4 3 -
23% 62% 84% 49%
1 1,401 18 92 1 159 2 25 325 4
- 1,231 20 82 1 123 2 24 1 255 4
- 1,075 28 55 1 151 4 25 1 173 4
8 - - Total 609 7 484 8 404 10 Grand Total 7,988 100 6,052 100 3,912 100 *Revenue from these 10 companies are share of profit (loss) from investments in associates under the equity method “Ready for new Challenges”
46%
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Scope of Business
Line of business :Amata’s main income comes from 2 main projects : 1. Industrial estate development 2. Utility Service
Development of industrial estates Nature of Products Amata Corporation PCL Amata Corporation is a developer of Amata Nakorn Industrial Estate under the joint management with the Industrial Estate of Thailand (IEAT). The Project is located at the Km. 57 of Bangna-Trad Highway, Amphur Muang, Chonburi Province Amata’s policy is to operate its industrial estate business by dividing the area into 4 categories based on purpose of use :1. General Industrial Zone for factory construction to produce goods for export and sell domestically. 2. Free Zone is a specially designated area defined by the Director-General of the Customs Department under the Customs Acts. The area in the “Free Zone” is treated as being outside of the country customs wise. The purpose of the zone is to facilitate industrial, commercial and other activities that are beneficial to the country’s economy, especially most suitable for export industries. 3 Commercial Zone is the area for commercial activities like banks, post office, hospital, petrol station and educational institution etc. 4. Common and utility system area are areas for construction of utility system and common space like road, water supply plant, water treatment plant, garbage treatment plant, reservoir, and green area etc. Now, the area is divided into different developing phases :• Phase 1-9 • New phase development Table showing details of progress of Amata Nakorn Industrial Estate - Amata Corporation PCL.
General Industrial zone Land waiting for development Total
Rai 2,458.65 4,981.95 7,440.60
Amata Corporation Public Company Limited
Value (Mil. Baht) 17,210.55 34,873.65 52,084.20
Target customers Thai & foreign Thai & foreign
Progress % as of Dec 31, 2013 67-96% 0%
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Investment Promotion Certificates Amata Corporation PCL. has gotten the Investment Promotion, (list of activities section 7.8; Real estate development for industrial use as follow):Investment Promotion No. 1817 (2) / 2549 Date of Approval : July 19, 2006 Date of Promotion : August 25, 2006 Duration of Promotion : July 2006 - July 2013 Duration of Tax Exemption : Seven years Rights 1. Exemption of corporate income tax not more than 559.14 million baht (adjusted by capital and Benefits excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,000 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1422 (2) / 2550 Date of Approval : March 28, 2007 Date of Promotion : April 25, 2007 Duration of Promotion : March 2007 - March 2014 Duration of Tax Exemption : Seven years Rights 1. Exemption of corporate income tax not more than 693.03 million baht (adjusted by capital and Benefits excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions
1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,250 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total
Investment Promotion No. 2020 (2) / 2550 Date of Approval : September 12, 2007 Date of Promotio : October 11, 2007 Duration of Promotion : September 2007 - September 2014 Duration of Tax Exemption : Seven years Rights 1. Exemption of corporate income tax not more than 528.45 million baht (adjusted by capital and Benefits excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 750 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total “Ready for new Challenges�
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Scope of Business
Investment Promotion No. 1983 (2) / 2554 Date of Approval : June 28, 2011 Date of Promotion : August 11, 2011 Duration of Promotion : June 2011 - June 2018 Duration of Tax Exemption : Seven years Rights 1. Exemption of corporate income tax not more than 668.00 million baht (adjusted by capital and Benefits excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 800 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1711 (2) / 2555 Date of Approval : April 30, 2012 Date of Promotion : June 12, 2012 Duration of Promotion : April 2012 - April 2019 Duration of Tax Exemption : Seven years Rights 1. Exemption of corporate income tax not more than 184.14 million baht (adjusted by capital and Benefits excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 600 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 2708 (2) / 2555 Date of Approval : September 24, 2012 Date of Promotion : November 15, 2012 Duration of Promotion : September 2012 - September 2019 Duration of Tax Exemption : Seven years Rights and Benefits 1. Exemption of corporate income tax not more than 199.98 million baht (adjusted by capital excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 800 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total
Amata Corporation Public Company Limited
Annual Report 2013
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Amata City Co., Ltd. Amata City Co., Ltd. has been engaged in an industrial estate business under the name of “Amata City Industrial Estate” The project area is divided into : general industrial zone and free zone in Rayong Province and the commercial zone in Chonburi Province. Amata City has the policy to develop land with complete infrastructure and utility supply and services. The developing of the project area will be done in a large scale area in order to maximize the cost. Amata City is located at Km 94th, Chachoensao - Rayong Road, (Highway 331), Tambol Bowin, Amphur Sriracha, Chonburi Province and Tambol Mapyangporn, Rayong Province. Table showing details of progress of Amata City Industrial Estate - Amata City Co., Ltd. Value Target Progress % Rai (Mil. Baht) customers as of December 31, 2013 Thai & foreign 62.75-99.23% 905.57 2,897.82 General industrial zone Thai & foreign 0% 1,955.77 6,258.46 Land waiting for development 2,861.34 9,156.28 Total Investment Promotion Cetificates Amata City Co., Ltd. has gotten the Investment Promotion, (list of activities section 7.8; Real estate development for industrial use as follow):Investment Promotion No. 1082 (2) / 2551 Date of Approval : December 12, 2007 Date of Promotion : January 31, 2008 Duration of Promotion : December 2007 - December 2015 Duration of Tax Exemption : Eight years Rights 1. Exemption of corporate income tax not more than 186.50 million baht (adjusted by capital excluding and Benefits land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 635 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1428 (2) / 2552 Date of Approval : April 28, 2009 Date of Promotion : June 2, 2009 Duration of Promotion : April 2009 - April 2017 Duration of Tax Exemption : Eight years Rights 1. Exemption of corporate income tax not more than 283 million baht (adjusted by capital excluding and Benefits land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,000 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total “Ready for new Challenges”
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Scope of Business
Investment Promotion No. 1169 (2) / 2555 Date of Approval : December 20, 2011 Date of Promotion : February 15, 2012 Duration of Promotion : December 2011 - December 2019 Duration of Tax Exemption : Eight years Rights 1. Exemption of corporate income tax not more than 561 million baht (adjusted by capital excluding and Benefits land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,450 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1710 (2) / 2555 Date of Approval : April 24, 2012 Date of Promotion : June 12, 2012 Duration of Promotion : April 2012 - April 2020 Duration of Tax Exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 455.47 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 970 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 2249 (2) / 2556 Date of Approval : July 16, 2013 Date of Promotion : September 11, 2013 Duration of Promotion : July 2013 - July 2021 Duration of tax exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 457 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,380 Rai. The total land area of the project must not be less than 500 rai. Factorydesignated area must not be less than 60 percent and not more than 75 percent of the total Amata Corporation Public Company Limited
Annual Report 2013
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Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. has been engaged in an industrial estate business under the name of “Thai-Chinese Rayong Industrial Zone” which is located in Amata City Industrial Estate, Tambol Mapyangporn, Rayong Province. Table showing details of progress of Thai-Chinese Rayong Industrial Zone Development Co., Ltd.
General industrial zone Land waiting for development Total
Rai 31.75 537.16 568.91
Value (Mil. Baht) 95.25 1,611.48 1,706.73
Target customers Mainland China Mainland China
Progress % as of December 31, 2013 100% 0%
Market and competition Most of the customers in Amata Nakorn and Amata City are foreign investors. In Amata Nakorn about 65% of the customers are Japanese while in Amata City about 37% are Japanese. In 2013, Amata joined with BOI and Thai government again to seek investment from Japan Each industrial estate developer will compete with each other in its own BOI Promotion Zone. Amata Nakorn is known as one of the market leaders in BOI Zone 2, to competing, with other industrial estates such as Bowin (Chonburi), and Gateway City. Amata Nakorn has gained trust and confidence from the customer due to its strength as follows :1. Superb strategic location, Amata Nakorn is Km. 57 on Bangna-Trad Highway. Amata Nakorn is just only 57 kms away from Bangkok, 42 kms from Suwannaphumi International airport, and only 46 kms from Laem Chabang Deep Seaport. 2. Amata develop its industrial estate to be a Perfect City - a place where people can work and live happily. The estate is fully equipped with standard utility and facilities like banks, schools, restaurants, and training centers etc. 3. Amata has got a certificate on environment control standard - ISO14001 from TUV Anlagentechnik GMbH from Germany for Amata Nakorn and Amata City on June 26, 2000 Other than the fore-mentioned strong points of Amata Nakorn, the quality of utility and its excellent after sales service of Amata is second to none. The mission of Amata is to add value to all Amata industrial estates so that Amata will become the leader of an industrial estate developer both in Thailand and in this region. Amata operates the other two industrial estate namely Amata City Industrial Estate in Thailand and Amata City (Bien Hoa) in Vietnam. At present, there are not a big number of operators of an industrial estate business as it requires large amount of money in order to develop a quality industrial estate equipped with complete infrastructure and utility like Amata. So, There are no new entrants to the industry and Amata competion remain the same Amata choose to develop an industrial estate on a strategic location with complete quality infrastructure and utility. In 2013, Amata bought an additional 1,213 rais of land. Amata has no obligation to hand over the complete work done on December 31, 2013. Public Utilities Products Amata Water Co., Ltd., gains revenue through rendering of the following 3 services: 1. Raw water supply 2. Treated water supply 3. Waste water treatment service
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Scope of Business
The above 3 services are provided for areas within Amata Nakorn Industrial Estate (Chonburi) and Amata City Industrial Estate (Rayong). The main sources of revenue consist of: Treated water supply service accommodating 61.66% of total revenue Waste water treatment service accommodating 23.81% of total revenue Raw water supply service accommodating 12.73% of total revenue Other revenues accommodating 1.80% of total revenue. Public Utilities Products Business (Treated Water / Raw Water Supply and Waste Water Treatment Service) Nature of Products The Company operates the procurement of raw water sources, the construction of treated water supply and waste water treatment systems as well as related control systems in compliance with the regulations of the Industrial Estate Authority of Thailand (IEAT). The Company’s revenue is derived from supplying raw and treated water as well as providing waste water treatment service to all categories of industrial plants and entrepreneurs within Amata Nakorn and Amata City Industrial Estate. An environmentfriendly entity, Amata Water Co., Ltd. produces treated water and/or water for industrial purpose. The Company, with its operation in conjunction with the Industrial Estate Authority of Thailand, is also awarded ISO 14001 certification by TUV Rheinland Group, and ISO 9001 certification by nqa. Global Assurance for its second treated water supply and waste water treatment systems at Amata City Industrial Estate (Rayong). Amata Water Co., Ltd., is currently producing treated pipe water and/or industrial water. The Company’s office is located at Amata Service Center Building, 700/2 Moo 1, Klong Tamru, Muang District, Chonburi Province. Investment Promotion Certificate Amata Water Co., Ltd., is granted an investment promotion certificate as follows: 1. Certificate No. 1796(2)/2547 granted on 27 September 2004 by the Board of Investment (BOI) with rights and benefits under the Investment Promotion Act B.E. 2520 for its business activities of supplying treated water and/or industrial water as well as providing wastewater treatment service, (categorized under classes 7.1: Services and Public Utilities and 7.16: Wastewater Treatment, Disposal Services or Transport of Industrial Waste or Toxic Chemicals under the following rights, benefits and conditions):- Exemption from juristic person’s income tax on the aggregate net profit derived from the promoted activities of which the proportion to the investment capital, excluding the cost of land and working capital, does not exceed 100% for a period of 8 years commencing from the date the income is first derived until 11 November 2012. In case of loss incurred during the period of juristic person’s income tax exemption, such loss may be deducted from the net profit accrued after the exemption period for a period of not exceeding 5 years from the expiry date of such period. The deduction may be made out of the net profit of any one year or several years. - Exemption from the computation of dividends for taxable income throughout the promoted period expiring 11 November 2012. - 50% reduction off the normal rate of juristic person’s income tax on the net profit derived from the investment for a period of 5 years expiring 11 November 2017. - Double deductions from transportation, electricity and water supply cost for the period of 10 years expiring 11 November 2014. - Additional 25% deduction of the cost of installation or construction of facilities, apart from the regular deduction of depreciation cost. - Exemption from payment of import duty tax on machinery as approved by the BOI. - Compulsory authorized capital of no less than 80 million Baht. - Compulsory 51% Thai shareholding ratio in minimum. - The activities to be operated are treated water and/or industrial water supply along with wastewater treatment service with 7.6 mil M3 annual production capacity of treated water and/or industrial water and 7.0 mil M3 of wastewater treatment service. The investment size excluding land cost and working capital must be no less than 2 million Baht and the exempted value of juristic person’s income tax must not exceed 55,329,120 Baht. Amata Corporation Public Company Limited
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Market and competition To date, the company’s number of customers is increasing along with the higher service rate thanks to the current economic condition and the growing number of industrial plants in Amata Nakorn and Amata City Industrial Estate. The company’s only competitors are small local water distributors from the private sector while the Company’s competitive advantages are: - Being the sole supplier of treated water and/or industrial water and sole provider of wastewater treatment service within Amata Nakorn and Amata City Industrial Estate. - Product quality standard - Lower production cost thanks to the economy of scale advantage.
Provision of Products or Services The company’s business policy is to maximize customers’ benefits by rendering top quality services to sufficiently serve customers’ needs while taking into consideration the efficient use of natural resources along with the preservation of watersheds and water resources as well as the lifestyle of the surrounding communities. Business activities conducted at Amata Nakorn Industrial Estate Water Resources Si Yad Dam 30 mil M3/ year Amata Reservoir 14 mil M3/ year Other Reservoirs 10 mil M3/ year Water Reclamation 3 mil M3/ year Production Treated Water Plant No. 1 with production capacity of 32,400 M3/ day Treated Water Plant No. 2 with production capacity of 21,000 M3/ day Wastewater Treatment Plant No. 1 with production capacity of 24,000 M3/ day Wastewater Treatment Plant No. 2 with production capacity of 12,000 M3/ day Wastewater Treatment Plant No. 3 with production capacity of 4,500 M3/ day Wastewater Treatment Plant No. 4 with production capacity of 5,000 M3/ day Business activities conducted at Amata City Industrial Estate Water Resources Amata City Reservoir 12 mil M3/ year East Water 7.5 mil M3/ year Private Ponds 5 mil M3/ year Water Reclamation 1.4 mil M3/ year Production Treated Water Plant No. 1 with production capacity of 33,000 M3/ day Treated Water Plant No. 2 with production capacity of 10,500 M3/ day Wastewater Treatment Plant No. 1 with production capacity of 11,500 M3/ day Wastewater Treatment Plant No. 2 with production capacity of 9,600 M3/ day
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Risk Factors
Risk Factors Amata’s core business is focused on developing and managing industrial estates in Thailand and Vietnam and is driven mainly by foreign direct investment (FDI).Therefore, the risk of this business are :
Global Economic Risk A major risk to Amata’s business strategy is a global economic slowdown, or a serious economic recession such as Asia experienced during the 1997-1998 financial crisis, or the 2008 USA credit disruptions that have spread to the EU. Such crises can reduce business confidence and result in reduced economic growth and a slowdown in foreign direct investment into Asia. A reduction in FDI may result in fewer industrial land sales in Thailand and Vietnam. Continued globalization and economic growth are important determinants of Amata’s industrial land sales. Political Risk It is also important to Amata’s business that Thailand and Vietnam are stable and continue to present attractive destinations for foreign direct investment. Major political unrest will impact Amata’s core industrial estate land sales business. Any sudden change of policy or discontinuous of the political policy that affects the investment environment could create uncertainty and discourage foreign direct investment. Such political turbulence began in Thailand in 2006 with the result that FDI in Thailand slowed and industrial estate land sales fell. Fortunately, political stability has evolved positively and has returned late in 2008 with a rebound in FDI. Natural Disasters Additionally, a major natural crisis such as flooding in the Central of Thailand in 2011 was a factor of land sale recession of industrial estate business in flooding area. Therefore, it must find the appropriate location for factory construction. Risk, as noted above , caused the highly volatile of land sale. To reduce the risk of uncertainly of the company’s revenue is to diversify its income sources by created balancing revenues from Thailand and Vietnam industrial land sales which are derived from utilities, rental facilities, maintenance service.
Disruption in Utilities and Services Supply An additional, Providing utilities such as natural gas, power, telecommunication and water supply system to be sufficient for the need for the customer manufacturing activities is risk as well. Because if there is no water or power outage, it also affect to the process of production and create damage goods. Amata has sought to provide utility redundancy for its clients to mitigate any utility disruption to their manufacturing operations. Amata Power and the Provincial Electric Authority have cooperated to ensure back up power in case of power outages. Amata’s natural gas can be provided by Amata Natural Gas Distribution, or directly from PTT. Amata Water (AW), an Amata subsidiary company, has multiple sources of water and was not affected by drought that afflicted other industrial estates in Thailand’s Eastern Seaboard development region in mid-2005. AW continues to develop water resources to be self sufficient in order to guard against any water shortage. AW is developing a water recycling project that will recycle industrial waste water for reuse as industrial water. Such conservation measures make the most of the AW water resources, and such recycling is also highly profitable.
Amata Corporation Public Company Limited
Annual Report 2013
Other Information
Other Information Amata Group of Companies Amata Corporation Public Company Limited Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Head Office
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Phones Fax Home Page Email Management Site Office
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Phones Fax Email Management
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Industrial Estate Development March 6, 1989 0107537002761 1,067,000,000 ordinary shares at Baht 1 each 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand (02) 792-0000 (02) 318-1096 www.amata.com viboon@amata.com Mr. Viboon Kromadit, Director & Chief Marketing Officer Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-000 tsutsui@amata.com Mr. Yasuo Tsutsui, Marketing Manager
Juristic persons, in which the company holds at least 10% interest: 1. Amata Development Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
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Phones Fax Email Management
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“Ready for new Challenges�
Sales and Lease of the 198 Units Apartment in Amata Nakorn June 15, 1990 0105533068758 68,000 ordinary shares at Baht 1,000 each 43.49% Amata Nakorn Industrial Estate, 700/ 1000 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 213-331 to 35 (038) 213-143 amatamansion@yahoo.com Mr. Kongdeasthe Sanguansataya, Deputy General Manager
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Other Information
2. Amata Mansion Service Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
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Phones Fax Email Management
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Operate Green Grass Thai Restaurant and Catering November 15, 1991 0105534108753 100,000 ordinary shares at Baht 100 each 12.66% Amata Nakorn Industrial Estate, 700/ 1001 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 213-331 to 35 (038) 213-143 amatamansion@yahoo.com Mr. Kongdeasthe Sanguansataya, Deputy General Manager
3. Amata (Vietnam) Joint Stock Company Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head Office Phones Fax Email Management
: Development of Industrial Estate, Commercial Complex and Residential Projects and Related Services. : December 31, 1994 : 1100/GP and 472033000132 : USD 20,400,000 : 61.83% : Long Binh Ward, Bien Hoa City Dong Nai Province, Vietnam : (84) 61-3991-007 (84) 61-3891-251 : amata@amata.com.vn : Mrs. Somhatai Panichewa, President
4. Amata B. Grimm Power Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : :
Production of electricity and steam March 2, 1995 0105538027863 Registered capital: 17,000,000 ordinary shares at Baht 100 each Paid-up share capital: 15,000,000 shares of fully paid-up Baht 100 per share; 2,000,000 shares of paid-up Baht 72.50 per share 13.77% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
Amata Corporation Public Company Limited
Annual Report 2013
Other Information
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5. Amata City Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head Office
: : : : : :
Phones Fax Site Office Project Location Phones Fax Email Management
: : : : : : :
Industrial Estate Development June 5, 1995 0105538066591 4,500,000 ordinary shares at Baht 100 each 83.67% 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand (02) 792-0000 (02) 318-1096 Amata City Industrial Estate, 7 Moo 3, Bowin, Sriracha, Chonburi 20230, Thailand Highway 331 KM. 94, Mabyangporn, Pluakdaeng, Rayong (038) 497-007 (038) 497-000 viboon@amata.com Mr. Viboon Kromadit, Director
: : : : : : : : : :
Production of electricity and steam June 29, 1996 1618/GP Registered capital: USD 5,500,000, Paid-up share capital: USD 2,000,000 14.45% Amata Industrial Park, Bien Hoa City, Dong Nai Province, Vietnam (84) 613 936 938 (84) 613 936 445 jan.tenner@amatabgrimpower.com, hoangapbh@hcm.vnn.vn Mr. Jan Markus Tenner (President), Mr. Tran Hoang (Vice President)
Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head Office
: : : : : :
Phones Fax Email Management
: : : :
Production and sale of water products for use in industry March 5, 1999 0105542016421 800,000 ordinary shares at Baht 100 each 100% Amata Nakorn Industrial Estate, 700/ 2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-001 chuchat@amata.com Mr. Chuchat Saitin, Managing Director
6. Amata Power (Bien Hoa) Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
7. Amata Water Co., Ltd.
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Other Information
8. Amata Natural Gas Distribution Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Distribution of natural gas November 27, 2001 0105544114560 16,000,000 ordinary shares at Baht 10 each 20% Amata Nakorn Industrial Estate, 700/2 Moo 1, Klongtamru, Muang, Chonburi 20000, Thailand (038) 214199, 458601-2 (038) 214-255 sales@amatangd.com Mr. Pattana Nomjitjiam, Manager of the Engineering Department
9. Amata Facility Services Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Service Center Area November 29, 2002 0205545012590 150,000 ordinary shares at Baht 100 each 91% Amata Nakorn Industrial Estate, 700/2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-001 aukkares@amata.com Mr. Aukkares Choochouy, Managing Director
10. Amata Summit Ready Built Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Ready built factories for lease or sale December 15, 2004 0205547025176 3,000,000 ordinary shares at Baht 100 each 49% Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-001 janjira@amata.com Ms. Janjira Yamyim, Managing Director
Amata Corporation Public Company Limited
Annual Report 2013
Other Information
11. VIA Logistics Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Warehousing, Transportation, Delivery, Customs Clearance December 27, 2004 0205547025907 1,714,000 ordinary shares at Baht 83 each 21% Amata Nakorn Industrial Estate, 700/616 Moo 4 Bankao, Panthong District, Chonburi 20160, Thailand (038) 210-228 to 230 (038) 210-245 takeshi-nohara.nf@vantec-gl.com Mr. Takeshi Nohara, President
12. Amata Asia Limited Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : : : : :
Holding Company May 28, 2008 1242011 1,000 ordinary shares at HKD 1 each 100% 16th - 19th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong (02) 792 0000 (02) 318 1096 somhatai@amata.com Ms. Somhatai Panichewa, Chief Executive Officer
: : : : : : : : : :
Production of electricity and steam January 12, 2010 0105553004461 14,000,000 ordinary shares at Baht 100 each 18.26% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
13. Amata B. Grimm Power 3 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
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Other Information
14. Amata B. Grimm Power (Rayong) 1 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : : : : : :
Production of electricity and steam September 9, 1996 0105539100131 12,500,000 ordinary shares at Baht 100 each 15.23% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
: : : : : : : : : :
Production of electricity and steam January 12, 2010 0105553004488 Registered capital: 12,500,000 ordinary shares at Baht 100 each 15.23% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
15. Amata B. Grimm Power (Rayong) 2 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
16. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: Develop industrial estate, sales land and lease ready built factory to the investor from mainland of China. : March 20, 2012 : 0105555043502 : 10,000,000 ordinary shares at Baht 100 each; paid up Baht 50 each : 46.10% : 126/33 Thaisri Tower 9th Floor, Krungthonburi Road, Banglampoolang, Klongsan,Bangkok 10600 : 02-439-0915/7 : 02-439-0921 : qun.yue@holley.cn : Mrs. Charunee Sirithaworachan, Project Manager
Amata Corporation Public Company Limited
Annual Report 2013
Other Information
17. Amata VN Public Company Limited Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office
: :
Phones Fax Email Management
: : : :
Holding Company August 30, 2012 0107555000325 Registered share : 920,000,000 ordinary shares at Baht 0.50 each, Paid up share : 768,630,000 shares at Baht 0.50 88.33% 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand (02) 792-0000 (02) 318-1096 somhatai@amata.com Mrs. Somhatai Panichewa, Chief Executive Officer
: : : : : : : : : :
Production of electricity and steam August 26, 2010 0105553104431 1,400,000 ordinary shares at Baht 100 each 27% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
: : : : : : : : : :
Production of electricity and steam August 26, 2010 0105553104423 1,400,000 ordinary shares at Baht 100 each 27% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
18. Amata B. Grimm Power 4 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
19. Amata B. Grimm Power 5 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
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Other Information
20. Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : :
Logistic April 11, 2013 0105556063680 Registered share : 5,460 ordinary shares at Baht 1,000 each, 540 preference shares at Baht 1,000 each 22.75% 195 Empire Tower, 16/F, Sathorn Tai Road, Yannawa, Sathorn, Bangkok , Thailand (02) 670-0391/3 (02) 670-0390 nishimura@seal-japan.co.th Mr. Hiroo Nishimura
: : : : : : : : : :
Holding Company November 14, 2013 201330827G Registered share : 15,000 ordinary shares at 4 Singapore Dollars each 100% 50 Raffles Place, #06-00, Singapore Land Tower, Singapore (048623) 086-112-0007 Steven.siew@amata.com Mr. Siew Ko Chuen
21. Amata Global Pte. Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
Investors can find further information on the Company from the Company’s Annual Registration Statement (56-1) which can be downloaded at www.sec.or.th or www.amata.com
Amata Corporation Public Company Limited
Annual Report 2013
Reference
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Reference Share Registar The Thailand Securities Depository Co., Ltd. Address Phones Fax
: The Stock Exchange of Thailand Building, 62 Ratchadapisek Road, Klongtoey Bangkok 10110, Thailand : (02) 229-2800 : (02) 654-5599
Auditor Ms. Siraporn Ouaanunkun Auditor No Company Name Address Phones Fax
: 3844 : EY Office Limited (Fornaly Known as “Ernst & Young office Limited”) : 33rd Floor, Lake Rajada Office Complex 193/136-137 Rajadapisek Road, Klongtoey, Bangkok 10110, Thailand : (02) 264-0777, (02) 661-9190 : (02) 264-0789-90, (02) 661-9192
Legal Counselor International Business Lawyers Co., Ltd. Address Phones Fax
: 23rd Floor, Wall Street Tower 33/118-119, Surawongse Road, Suriyawong, Bangrak, Bangkok 10500, Thailand : (02) 233-1001, (02) 233-1008 : (02) 236-6100
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Major Shareholders
Major Shareholders 1
2 3 4 5 6
7 8 9 10
Major Shareholders as of December 27, 2013 Kromadit Family Mr. Vikrom Kromadit Mr. Vitoon Kromadit Miss Vipavee Kromadit Mrs.Nitaya Kromadit Miss Somsri Kromadit Mr. Vitit Kromadit Miss Vichaya Kromadit Thai NVDR Co.,Ltd. STATE STREET BANK AND TRUST COMPANY THE BANK OF NEW YORK MELLON ITOCHU MANAGEMENT (THAILAND) CO.,LTD. Yodmani Family Police General Chavalit Yodmani Mr. Piya Yodmani NORTRUST NOMINEES LIMITED-NT0 SEC LENDING THAILAND Mr. Thaveechat Jurangkool Mr. Nuttapol Jurangkool STATE STREET BANK EUROPE LIMITED
Amata Corporation Public Company Limited
No. of Shares % of Shareholding 240,593,363 22.55 215,700,000 21,903,070 1,801,430 559,700 500,000 127,400 1,763 81,447,864 51,697,728 51,606,300 50,000,000 34,834,880
7.63 4.85 4.84 4.69 3.26
33,161,801 32,755,900 19,302,900 18,086,900
3.11 3.07 1.81 1.70
34,799,080 35,800
Annual Report 2013
Dividend Policy
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Dividend Policy Amata Corporation Public Company Limited and its subsidiary companies has the policy to pay dividend at minimum 40% of the net profit from the operating performance of each year depending on economic atmosphere of the country, industrial estate market condition and cash flow position of the Company starting from 1995/1996. In 2007, due to the change of the accounting policy under the announcement of the Federation of Accounting Professions under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method rather than the equity method. But in the consolidated financial statements, we still apply the equity method. This will reflect the difference of the net profit in the financial statements of the company only and the consolidated one. So, the Company shall pay dividend from the profit of the financial statements of the Company only. The Company will not pay dividend when there is loss in the consolidated financial statements. Also, the Company will not pay dividend if after dividend distribution, the retained earnings in the consolidated financial statements turn to be a loss.
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Management Structure
Management Structure 1. Board of Directors The Board of Directors consists of 9 Directors Executive as Directors Non of the Board Executive Directors Mr. Keita Ishii Mr. Vikrom Kromadit Mr. Chackchai Panichapat Mr. Vatana Supornpaibul Mr. Viboon Kromadit
Independent Company Directors Secretary Mrs. Varaporn Vatcharanukroh Dr. Wissanu Krea-Ngam Mr. Anucha Sihanatkathakul Mr. Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong
The company management structure consists of four committees: The Board of Directors
The Executive Board
The Nomination & Remuneration Committee The Audit Committee
Chairman of the Board Vice Chairman
Directors Chairman Directors Chairman Directors Chairman Directors
Dr. Wissanu Krea-Ngam Mr. Keita Ishii Mr. Vikrom Kromadit, Mr. Chackchai Panichapat, Mr. Vatana Supornpaibul, Mr. Viboon Kromadit, Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong Mr. Vikrom Kromadit Mr. Chackchai Panichapat, Mr. Vatana Supornpaibul and Mr. Viboon Kromadit Mr. Noppun Muangkote Mr. Anucha Sihanatkathakul and Assoc. Prof. Dr. Somchet Thinaphong Mr. Anucha Sihanatkathakul (Financial Review Experience) Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong
In 2013, Amata held 6 Board of Directors Meetings, 98 Executive Board Meetings, 1 Nomination & Remuneration Committee Meeting and 5 Audit Committee Meetings.
Amata Corporation Public Company Limited
Annual Report 2013
Management Structure
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Meeting Attendance Name of committee Dr. Wissanu Krea-Ngam Mr. Keita Ishii Mr. Vikrom Kromadit Mr. Chackchai Panichapat Mr. Vatana Supornpaibul (was appointed on February 17,2012) Mr. Viboon Kromadit Mr. Anucha Sihanatkathakul Mr. Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong (*) Meeting Attendance/Total Meeting (Times)
Board of Directors Audit Committee Nomination & Remuneration Meetings (*) Meetings (*) Committee Meetings (*) 6/6 4/6 4/6 6/6 6/6 6/6 6/6 6/6 6/6
5/5 5/5 5/5
1/1 1/1 1/1
2 Company Executive The Company Executive consists of 12 Executives 1. Mr. Vikrom Kromadit Chief Executive Officer 2. Mr. Viboon Kromadit Chief Marketing Officer and acting Chief Operating Officer 3. Mr. Vatana Supornpaibul Chief Business Officer 4. Mr. Yoot Rojvirasingh Deputy Chief Business Officer 5. Mr. Siew Ko Chuen Senior Vice President of Accounting & Finance Department, Investor Relations Department and Information Technology Department 6. Mr. Kasem Pornananrat Vice President : Amata ICT Project President 7. Ms. Songchom Tangnawapan Vice President of Marketing and Sales Department 8. Mr. Chairat Suwanvicharn Vice President of Land and Government Affairs Department 9. Mr. Paradorn Srongsuwan Vice President of Engineering Department 10. Mr. Kamjorn Vorawongsakul Vice President of Relationship Management Department 11. Mrs.Varaporn Vatcharanukroh Vice President of Investor Relations Department 12. Ms. Dendao Komolmas Vice President of Accounting & Finance Department The total of employee 106 persons
3 Company Secretary Mrs. Varaporn Vatcharanukroh
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Management Structure
4 Remuneration In 2013 Directors received monthly allowances, attendance fees, and bonus as listed below: Nomination and Audit Remuneration Committee Committee
Unit : Baht
Board of Directors
Attendance Fees
Monthly Allowances + Attendance Fees
Bonus
Total
30,000.00 50,000.00 30,000.00 110,000.00
720,000.00 460,000.00 360,000.00 180,000.00 420,000.00 420,000.00 420,000.00 420,000.00 420,000.00 3,820,000.00
941,470.59 828,494.12 753,176.47 753,176.47 753,176.47 753,176.47 753,176.47 753,176.47 753,176.47 7,042,200.00
1,661,470.59 1,288,494.12 1,113,176.47 933,176.47 1,173,176.47 1,173,176.47 1,453,176.47 1,373,176.47 1,623,176.47 11,792,200.00
Dr. Wissanu Krea-Ngam Mr. Keita Ishii Mr. Vikrom Krommadit Mr. Chackchai Panichapat Mr. Vatana Supornpaibul Mr. Viboon Kromadit Mr. Anucha Sihanatkathakul Mr. Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong Total
250,000.00 150,000.00 150,000.00 550,000.00
In 2013 Independent directors received meeting allowances from meeting of Board of Director of subsidiary companies Subsidiary Companies Director Mr. Anucha Sihanatkathakul
Amata (Vietnam) Joint Stock Company
Amata Water Co., Ltd.
Amata Asia Limited
Amata Summit Ready Built C0., Ltd.
US$ 11,800
500,000.00 Baht
US$ 1,300
10,000.00 Baht
Remuneration for Company Executives The Board of Director stipulated policy and standards for the remuneration of the Executive, which is related to performance of the company and each executive. In 2013, the 12 Executive received remuneration including salaries and bonus from Amata totaling Baht 31,462,046.67 and Executives provident fund of Baht 3,613,164.00
Amata Corporation Public Company Limited
Annual Report 2013
Management Structure
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5 Employee Number of employees in total is 106, New employees from each department as demonstrate in the picture. Payments include salary, cost of living, over time, bonus and provident fund etc. in total 110,537,937.93 baht Human Resource Management Policies 1. Set up Strategic Human Resource Management Planning to create High Performance Organization and to support the expansion of business. 2. Review Organization Structure to form a highly efficient organization in order to compete in the Southeast Asia Region. 3. Develop Recruitment and Selection system including communication channels, mass communication, advertisement, examination, interviewing process in order to employ skillful staff potentially suited for the organization in the next decade. 4. Create and train the Core Value to staff for the development of teamwork attitude, with the purpose of increasing the effectiveness and efficiency of work that help develop into High Performance Organization. 5. Develop tools management and method which use in Human Resource Management to maintain high standard and professionalism for staff including Career Path, Succession Plan and Performance Management System. 6. Human Resource Development Plan incorporates the Training Road Map and follows the Competency Based of Training including Professional Training Program.
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Amata and Corporate Governance Policies:
Amata and Corporate Governance Policies: The Board of Directors firmly believes that good business model is not about profit making as the sole objective. Rather, the means to achieve such profits is equally important or even as crucial in the long run. The Board of Directors therefore aims at driving the company to operate under good corporate governance. In drafting its corporate governance policy, the company abode by the Stock Exchange of Thailand’s Principle of Good Corporate Governance for Listed Companies 2012 which was divided into the following main subjects: 1. Shareholders’ rights 2. Equal treatment for shareholders 3. Roles of stakeholders 4. Information disclosure and transparency 5. Board of Directors’ responsibilities In order for the primary Principle of Good Corporate Governance to be implemented effectively, the company has put together a Corporate Governance Committee to oversee the implementation of the policy. The Committee is responsible for communicating and ensuring compliance to the corporate governance policy. Reviews and assessments are carried out regularly and the results are disclosed in the company website under Form 56-1 of the annual report.
1. The Rights of Shareholders The Board of Directors values and respects the rights of the shareholders and treats them on an equal basis. All shareholders, both as investors and owners of the company, shall be entitled to the same basic rights including: • The rights to buy, sell, transfer and receive shareholder certificates • The rights to receive correct and sufficient information in a timely manner and in a form appropriate for use in their decision making • The rights to share in the company’s profits • The rights to attend and vote at shareholders meetings in order to jointly decide on major changes in the company’s policies • The right to elect and remove members of the Board of Directors as well as determine their remunerations • The rights to approve the appointment of the company’s auditor and consider their fee. The company’s shareholders in convenes an annual general meeting of the shareholders once a year within 4 months from the end of each fiscal year of the company. In the event that an urgent need arises for shareholders’ approval on special agenda affecting the shareholders’ interest or involving conditions, regulations or laws relevant to the company’s business, the company will convene an extraordinary general meeting of the shareholders on a case by case basis. Also, a group of shareholders collectively representing not less than one-fifth of the total outstanding shares or a minimum of 25 shareholders collectively holding not less than one-tenth of the total outstanding shares may jointly launch petition to the Board of Directors to convene an extraordinary general meeting of the shareholders at any time. The reasons for calling for such a meeting must be clearly indicated in the petition. Under such circumstances, the Board of Directors must convene a shareholder meeting within one month from the petition receiving date. Shareholders have the right to vote at meetings according to the number of shares owned by each shareholder, whereby one share is for one vote and no particular share allows them privilege to limit the rights of other shareholders.
Amata Corporation Public Company Limited
Annual Report 2013
Amata and Corporate Governance Policies:
KNOWN FOR GOING BEYOND THE BASICS TO OFFER QUALITY, AND FULL-SERVICE APPROACH, WHICH AMATA HELPED FACTORIES SUCCEED BY SAVING THEM TIME AND MONEY
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In 2013 the Company conducted many actions to promote and facilitate the use of shareholders’ rights beyond the basic rights of the shareholders as follow: 1.1 The Company hosted one general meeting of the shareholders on April 22, 2013 at the Chaturathit Grand Ballroom, Golden Tulip Sovereign Hotel, Bangkok, at which shareholders were able to consider and vote on company’s activities as required by laws. The company assigned Thailand Securities Depository Co., Ltd. to send out a prospectus of the meeting and all relevant documents to the shareholders not less than 21 days prior to the meeting so that the shareholders would have sufficient time to peruse information related to the meeting. All shareholders whose names appeared in the Registry of the Shareholders on the date of the shareholders registration would receive the documents which include an agenda of the meeting, company’s annual report, company’s financial statement, and a letter of authorization to act on their behalf if they cannot attend the meeting. These documents were sufficient to enable shareholders to decide on the meeting’s items. Apart from a mail delivery of the meeting invitation and relevant documents, the company published a meeting announcement to newspaper three consecutive days and at least three day prior to the proposed meeting date. 1.2 The Company disseminated the information related to the agenda of the shareholder’s meeting on the company’s website <http://www.amata.com> one month prior to the meeting. The information on the website also clarified the rights of the shareholders in the meeting and the right to vote. 1.3 In case a shareholder could not attend the meeting in person, the Company allowed such a person to appoint a representative or the board of director to attend the meeting and act on his/her behalf. A shareholder might use a letter of authorization sent with an invitation package or download an authorization form from the company’s website.
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Amata and Corporate Governance Policies:
1.4 Directors, management and the external auditor were encouraged to attend the shareholders meeting and answer shareholders questions. Eight of nine directors, which included the Chairman, attended the meeting of year 2013 which accounted for 88.88% of the board members. 1.5 The meeting of shareholders was arranged to ensure that all shareholders were treated equally. Each shareholder would have an equal opportunity to express his or her views, suggestions, and questions at each stage of the meeting with sufficient time before each decision was made. In the meeting the Company also provided experts in each field under the responsibility of the Board of Directors to answer any questions from the shareholders. The minute was recorded accurately and completely, and was concluded with the motions that were passed and the votes on each motion. The meeting lasted approximately two hours. 1.6 The company encouraged shareholders to forward their questions with regard to the meeting agenda in advance to cs@amata.com or at facsimile number 0-2318-1096 in order that the shareholders could gain the most benefit from the meeting and that their rights would be fully observed. 1.7 The company videotaped every shareholders meeting throughout, so that doubtful shareholders can follow all events in any meeting. 1.8 The company announces its meeting resolutions via the news system of the Stock Exchange of Thailand within the next working day. 1.9 The company produces minutes of the meeting within 14 days from the date of a general shareholders meeting, which will be filed at the Stock Exchange of Thailand and the Ministry of Commerce within the deadline specified in the law and publishes the same in the company website (www.amata.com).
2. The Equitable Treatment of Shareholders The Company is fully concerned to ensure an equitable treatment of shareholders, regardless of being a controlling shareholder, minority shareholder, shareholder who is also a board of director or management, institutional shareholder, or foreign shareholder. The company provides several mechanisms to ensure an equitable treatment of shareholders especially with minority shareholders as follows: 2.1 All shareholders carry equal voting right in the meeting in accordance with the amount of the share holding. One share is equal to one vote. 2.2 At the annual general meeting of the shareholders, the company sent proxy forms to the shareholders before the meeting. The contents of which agree with the specifications defined by the Ministry of Commerce, along with the notice of the meeting. The shareholders who are unable to attend the meeting may assign his/her proxy rights to one of the company’s independent Directors, whose name will be specified in the convening notice. Furthermore, the shareholders who arrive after the meeting commences have the right to vote on the issue on the agenda being discussed at that time and are entitled to vote and be considered part of the quorum for that agenda onwards unless the meeting sees otherwise. 2.3 The company policy is not to include any additional agenda to the AGM unless it has been previously publishes to company’s shareholders to considered in advance of the meeting to insure adequate time for consideration before any resolution is proposed or voted upon. 2.4 The Company shall conduct an election for each individual committee. 2.5 For shareholders’ convenience sake, the company has arranged for registration using a barcode system that displays the registration number of each shareholder as published in his/her proxy. So that the registration procedure is completed quickly. Moreover, in each voting in year 2013, the company collects the shareholders’ ballots to determine the voting result for each agenda. For all agendas all ballots are kept. And at the end of the meeting, shareholders may request to verify the correctness of the count. Amata Corporation Public Company Limited
Annual Report 2013
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2.6 The Company has established clear and transparent procedures for shareholders to recommend AGM agenda and to nominate director candidates to the Board, which had been announced via the Company’s website and the SET. Minority shareholders who held minimum shares of 0.05 percent of total paid-up share capital either by one or several shareholders combined for at least one year were welcomed to direct their recommendations to the Board within the period of September 20, 2013- January 31, 2014. 2.7 The Board of Director sets the regulation to prevent Insider Trading by a member of Executive Committee and staff (including spouse and minor) who have access to information, as follows: 2.7.1 The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have access to information to buy or sell the company’s securities within two weeks prior to the disclosure of the quarterly financial statement and the annual financial statement. The prohibition extends to the Blackout Period (24 hours after the financial statement disclosure). 2.7.2 Any committee and staff who have access to non-public information which may affect the price of the company’s securities shall be prohibited to trade the company’s securities not until 24 hours after such information is disclosed to the public. The Company also prohibits its executives and departments to disclose any nonpublic information to person outside company or person who is not in charge to prevent the misuse of such information. 2.7.3 Board of director and executive, including spouses and minors who change an amount of his or her share holding must report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in accordance with Section 59 of the Securities and Stock Exchange Act 1990. 2.7.4 The company requires that all Directors and executives report their holding of the company’s stocks in every Board of Directors meeting. 2.8 The Board of Directors has established a policy on conflicts of interest, namely that any business decision made by personnel at any level of the organization must be conducted only on the basis of the corporate interest. All personnel must avoid financial or other relationships with outside parties that could have a negative impact upon corporate interests, loyalty to the organization, or its efficient operation. Any person involved in a decision that could affect his or her interest must notify the company concerning the relationship or involvement with the decision in question and must not involve with such a decision, nor must he or she have any authority to approve it. Such matters must conform to the rule that no conditions attached to them shall differ from conditions common to such transactions in anyway. It is a duty of the Audit Committee to advise the Board of Directors on the suitability of related-party transactions and conflicts of interest. Both cases must be carefully discussed and must comply with regulations of the Stock Exchange of Thailand. The information on these transactions must be disclosed in the Company’s Annual Report and the Company Annual Transaction Report (Form 56-1)
3. The Role of Stakeholders The Company regards the rights of all stakeholder groups to be important, no matter if they are inside or outside the company. The company’s area of concern extends beyond its customers, shareholders, and staff, to local community, society at large, and natural environment. 3.1 Shareholders: The Company is devoted to become a good agent of our shareholders. The Company is conducting its business with the principle of transparency to increase corporate value over the long term, to provide good returns, and to equally provide information to all sides.
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3.2 Employees: The Company values its employees as the key to corporate success. The Company promotes equal treatments in terms of gender, race, ethnicity, religion and belief and also supports the development of its staff as a professional workforce by ensuring that the staffs equally get a good working environment and a fair level of remuneration. In 2013, the company provides the additional knowledge training totally 44 times. Besides, The Company has provided a provident fund for employees since 1996. 3.3 Business Partners: The Company maintains good relations with its business partners and strictly adheres to the conditions of the contracts with them to ensure mutual benefits between the company and its partners. The Company will treat each business partner equally on the ground of fair business competition. 3.4 Competitors: The Company operates within the framework of fair competition. The company will not damage its rivals’ reputation without any evidence. 3.5 Creditors: The Company is strictly committed to fulfill all obligations to its creditors. 3.6 Customers: The Company is determined to provide the utmost satisfaction and confidence to its customers to ensure that its customers receive the finest products and services at reasonable prices. Moreover, the Company will focus on adding more service businesses in order to meet with “Corporate’s Mission” that is to provide reliable, sustainable, and state-of-the-art business estate. 3.7 The Community and Society: The Company is deeply concerned for the social safety, environment quality and society, and local community. The Company fully and continually supports local community and social activities. Also the Company strictly complies with all regulations and objectives behind regulations. 3.8 Environment: Amata Group has operated efficiency land development for industrial business, utilities, and services to foreign investors and in the country that invest in Thailand. Meanwhile, it should recognize in important of using natural resources as well as impact of environment and conserving the community very seriously. Amata Group has intended to perform various under the dedicated following: 1. Amata Group will comply with environmental law and regulation strictly. 2. Amata Group aims to prevent problems before the accidents occurred or at the scene shall not affect the environment. 3. Zero waste discharge and then bring the treated water to utilize as much as possible. 4. Amata Group focuses on their energy and resource in the production process to be economical and efficiency. 5. Amata Group will improve the performance of wastewater treatment systems, trap water producing system, solid waste management system, general waste and reuse water system to be better all the time. 6. Raising awareness of staff to help preservation the environment by using the slogan “Green and Clean”. 7. To promote the environmental policy to all employees and anyone else who working with the Amata Group and revealed to general public that the company has managed and preserved environment with well-received ISO 14001 Certificate from TUV Anlagentechnik GmbH at the Amata Nakorn Industrial Estate and Amata City Industrial Estate since 26 June, 2000. 3.9 Other Matters: The company adheres to honesty as the principle for conducting its business and operates its business in compliance with the laws. The company will never assist, encourage or support any illegal activities or transaction. In addition, the Company respects intellectual properties and copyrights and therefore will never support, or be involved in, any violation of others’ intellectual properties and copyrights. The company welcomes useful and value-adding opinions from its stakeholders, which can be communicated to the Board of Directors through the following channels: Amata Corporation Public Company Limited
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• Sending an e-mail message to cs@amata.com • Mailing a letter to: Board of Directors, Amata Corporation Public Company Limited 2126 Kromadit Bldg., New Petchburi Rd., Huaykwang , Bangkok 10320. The Company Secretary will be responsible for receiving the letters and pass them on to a committee or relevant Directors without passing through the company management for verification and investigation. Petitions on financial and accounting reports, internal control, risk management and compliance to the law will be forwarded to the Audit Committee. With regard to complaints or other sensitive issues, the company will protect the informant and keep all opinions secret and will respond in a private manner within 15 days from the date of receipt of such information.
4. Disclosure and Transparency The company has a policy to disclose financial reports and other information related to its business and operating performance to the public via different channels strictly in accordance with the requirements of the law and in a thorough, transparent and timely fashion. The company discloses information to reflect its transparency as follows: 4.1 Disclose both financial and non-financial information accurately, comprehensively, timely and transparently. 4.2 Prepare the report of the Board’s responsibility for financial statements and present it along with the Audit Committee’s report in an annual report. 4.3 Require that all Directors and executives disclose potential conflicts of interests, both their own and those of their dependents. Directors and executives are to report such concerns as stipulated by the Board of Directors. An inaugural report is to be submitted within 30 days after taking the office. Subsequently if there is any movement, an additional report must be submitted within 15 days. Another report must be submitted on by the 31 January of every year. All reports are submitted to the Company Secretary. 4.4 Disclose detailed information on the operation and investment structure in subsidiaries and associates. 4.5. Disclose the name and role of each of the members of the Board of Directors and all Committees, the number of the meetings convened, and the number of attendances of each member. 4.6. Remuneration of the directors which must be approved from a meeting of the Shareholders. The detail of remuneration is disclosed in the section Remuneration of Directors in this report. 4.7. Report from the Audit Committee. The Audit Committee is responsible for an evaluation of financial statement and submits such a financial statement to the Board of Directors. The Company Management is responsible for the financial statement of the company itself, and of the consolidated financial statements of the company and its subsidiaries. These financial statements were prepared in accordance with Thai Financial Reporting Standards and evaluated and certified by Ms. Siraporn Ouaanunkun, a certified Public Accountant of EY Office Limited. All information, financial and nonfinancial, is disclosed on the basis of total and consistent accuracy. 4.8. Disclose the policy on environmental and social responsibilities, including the operating results. 4.9. The Company accepts any inquiry from the public through its Investment Relation Office. In 2013, the Company participated in conferences organized by several institutions. In addition, analysts, investors, stakeholders and others who are interested in the company’s operation may make a company visit upon appointment to gain further information on company’s operation and progress of projects. Activities Times Road Show 12 Opportunity Day 4 Company Visit/Conference Call 104 All of the information mentioned above was disclosed to the public via the Securities and Exchange Commission or the Stock Exchange of Thailand, and the company’s website in both Thai and English languages. “Ready for new Challenges”
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5. The Responsibilities of the Board, Structure, and the Subcommittees Structure of Board of Directors The Board of Directors comprises of highly qualified and nationally well-known experts. The Board and the Company Executives work in collaboration to decide upon company’s policies, short-term and long-term implementation plans, risk management, and the company’s overall picture. The Board of Directors also has an important role in independently supervising, monitoring, and evaluating an overall operation of the company and the Company Executives in accordance with the company’s plans. Currently the Board of Directors consists of nine directors. There are one Non-Executive Director, four Executive Directors as Directors of the Board, and four Independent Directors (See detail on page 54). This structure complies with the company’s guideline which is stricter than the Securities and Exchange Commission’s regulation. Moreover, the Board of Directors appoints sub-committees to deal with particular issues and to report to the Board of Directors for approval. Currently there are three sub-committees which are the Executive Committee, the Audit Committee, and the Nomination & Remuneration Committee. The detail of each sub-committee’s function is on page 67-70 The Company clearly separates the responsibility between the Board of Directors and the Company Executives (chief executive officer). The Board of Director is responsible in making the company’s policies and overseeing the operation of the Company Executives. While Chief Executive Officer manages the company according to the policies set forth by the Board. Thus, the Chairman and the Chief Executive Officer is not the same person. Nomination of Directors The Nomination & Remuneration Committee is responsible for nominating highly qualified candidates to the Board of Directors to succeed directors whose terms have expired. The Board of Directors then nominates the candidates to the shareholder meeting to be voted by the shareholders. The nomination must be based upon a list of highly qualified candidates who are experts from various professions, have strong leadership, are visionary and highly ethnical with clean records, and possess independent minds. The Company does not have an age limit for the candidate or a limit on numbers of company he or she may preside on the Board of Directors. The company believes that age and numbers of company that the committee presides do not affect the committee’s competency and skills as long as such committees fully devote their time and expertise to the company by making decisions and providing recommendations that meet the company’s high expectations. In addition, the company does not set term limits because the company firmly believes in the rights of the shareholders to consider the most qualified people to act on their behalf and to make the best decisions to oversee their company. Only the appropriate tenure of the Audit Committee should not exceed 3 consecutive terms, except when a member of Audit Committee is deemed appropriate to serve for a longer tenure. The Board of Directors will consider the independency and functional efficiency of such Director. New Director Orientation In carrying out his/her duties as part of the Board, a Director needs to understand the nature of the company’s business operations, especially when the Director is first elected. The company will arrange for an orientation to introduce the new Director to the overall nature of the company’s operations, impart him/her with information important and crucial to conducting his/her duties and guidelines for good corporate governance. The Company Secretary is responsible for arrangement of the orientation. Meeting of Board of Directors It is an important duty of the Directors to regularly attend the meetings of Board of Directors to be informed and to collectively make a decision upon the operation of the company. There must be at least five meetings of Board of Directors a year. Each meeting must have a set of meeting agendas circulated to the Directors prior to the meeting date. Special board meeting can be arranged for an urgent issue. Non Executive Directors may convene among themselves to discuss current issues related to management without the participation of the management and report the result of the meeting to the Chief Executive Officer. The Chairman and the Chief Executive Officer work together to set the meeting’s agenda items and to consider proposals and opinions of Directors to be included as meeting’s agenda items. Amata Corporation Public Company Limited
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In 2013 there were six regular meetings of the Board of Directors. All meetings were set in advance. The Company sent out all documents for the meeting to the Directors in advance of the meeting date with sufficient time to review the documents for the meeting. At the meeting, the Chairman as the chair of the meeting ensures the free discussion on the agendas among the directors. A resolution must be passed by the majority of the meeting attendance. Each director has one vote. Any director that has a vested interest on the issue will not attend the meeting or will not vote on that issue. The chairman of the board has an extra vote when there are an equal number of votes cast for a resolution. Company Executives may attend the meeting of the Board of Directors to inform the board relevant information and to be informed by the meeting the company’s policies. However, to ensure the autonomy of the board in making decision, the Company Executives and/or the Executive Directors as Directors of the Board may not be allowed to attend such meetings. When the meeting ends, the Secretary to the Board of Directors is responsible for preparing the meeting’s minutes and sending it to the Chairman to certify with his signature for its accuracy. The minute will be circulated to all directors and must be approved in the next meeting as the first agenda item. In the meeting, directors may express their opinion to revise the minutes for more accuracy. An approved minute will be classified as a confidential document and kept at the Company office. The approved minute will also be kept with all meeting documents in electronic form for further enquiry and reference. Evaluation of the Board of Directors’ Performance The Board of Directors determines that their performance be evaluated once a year. Its members comes together to jointly consider all issues and challenges and find ways to correct and improve them, so that they can perform more efficiently. In such evaluation, every Director evaluates the entire Board as a whole. Director Development: To improve effectiveness of all committees, the Company fully encourages members of the committees and company executives to attend training programs that are beneficial to their assignments and to meet with committees and company executives of other institutions. The programs range from training programs of other companies, government regulatory agencies, and autonomous constitutional regulatory agencies such as executive programs of the Thai Institute of Director Association that the Securities and Exchange Commission requires that a director of a registered company must finish at least one program, i.e. Directors Certification Program (DCP), Directors Accreditation Program (DAP) and Audit Committee Program (ACP). Therefore, to bring the knowledge and experience to develop the company in the future. To support the operation of the Board of Directors, the Company set up the secretary office to coordinate between directors and executive directors. The secretary office also coordinates with the board on legal issues and regulations, oversees activities of the board, and enforces the board’s resolution. Remuneration for Directors and Company Executives The Directors are remunerated in 3 parts namely monthly compensation, meeting fee (per time, only if attend) and bonuses. Monthly remuneration to be paid every month as follows: Chairman 35,000 baht/month Vice-chairman 25,000 baht/month Other Board members 20,000 baht/month Meeting attendance fee to be paid to directors attending the meeting each time as follows: Chairman 50,000 baht/time Vice-Chairman 40,000 baht/time Other board member 30,000 baht/time Annual Bonus based on the Board of Directors’ performance “Ready for new Challenges”
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The company has clearly and transparently defined policy on remuneration to its Directors, taking into consideration the company’s operating performance and the Directors’ scope of duties and responsibilities compared to the industry’s norms. Directors that are assigned additional duties and responsibilities in different Committees receive additional compensations proto rata to their increased responsibilities. Remuneration for member of audit committee: Meeting attendance fee to be paid to members attending the meeting each time as follows: Chairman 50,000 baht/time Other board members 30,000 baht/time Remuneration for members of nomination & remuneration committee: Meeting attendance fee to be paid to members attending the meeting each time as follows: Chairman 50,000 baht/time Other board members 30,000 baht/time Initially the Nomination and Remuneration Committee will consider remunerations and propose to the Board of Directors meeting for its consideration and to the Shareholders meeting for its approval. Details of each Director’s monthly salary, meeting allowance, bonus, and remuneration as being in a sub-committee which were approved by the Shareholder Meeting can be found in this report on page 56. The Nomination and Remuneration Committee will decide upon the remuneration of the Company Senior Executives based on each executive’s responsibility, individual performance, and the company’s performance. Control of Information within the Company The Company fully complies with the regulation of Securities and Exchange Commission and the Stock Exchange of Thailand. The Board of Directors is deeply concerned with how to handle conflicts of interests among all sides with principles of deliberation, fairness, and transparency. If a conflict of interest takes place, a resolution must be made upon careful deliberation. Information of such conflict must be clearly disposed promptly to protect the interests of the company. The Company will protect the confidentiality of its customers and shareholders, and maintain the customer’s trust. The Company keeps all of business confidentiality of its customers as confidential and will not disclose any customer’s information without the customer’s permission. The Company set up a guideline and regulations to prevent the misuse of electronic information and data to ensure confidentiality of the customers and shareholders and the best use of electronic communication within the firm that helps the Company reduces the cost and enhances its productivity. All misuse of information, including the misuses of information against the laws, inappropriate uses, uses against Business Code of Conducts, and unauthorized uses of information will result in severe penalty in accordance with the Company’s regulation. The Company also prohibited any transaction of the Company’s securities during the Blackout Period. Such prohibition not only protects the rights of the shareholders but also prevents conflicts of interests. Furthermore, the Company hired Thailand Securities Deposit Co., Ltd. to make a monthly list of Shareholders. To prevent conflicts of interests in the organization, the Company has a clear and transparent structure without an existence of any kind of shareholders agreement or legal syndication agreement among its shareholders. Moreover, to prevent any interference of responsibility among the staff, the Company has a clear separation of responsibility between the Board of Directors, Management Office, and Shareholders. A Director or Company Executive who has any vested interests with an agenda item in the meeting will not attend the meeting or will not vote to ensure the fairness of the decision of the Board of Directors and/or Company Executive and to ensure the best interests of the Shareholders. The Company clearly discloses in its Annual Report structure of shareholding and numbers of common shares owed by the Board of Directors.
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The Company Secretary The Board resolved to appoint Mrs. Varaporn Vatcharanukroh as the Company Secretary to provide support in the preparation of meeting agendas and convening notices and the oversight and organization of Board of Directors meetings, the Sub-Committees’ meetings, and Shareholders meetings. The Company Secretary also prepares the minutes of Board of Directors meetings, the Sub-Committees’ meetings, shareholders meetings and annual reports as well as maintains proper filing of documents as required by the laws and counsels the Board of Directors on carrying out its duties in compliance with the relevant laws, rules and regulations. The Company Secretary also ensures that the Board of Directors and the company disclose information accurately, completely and transparently. The appointed Company Secretary is deemed by the Board of Directors to be qualified, knowledgeable and able to carry out the duties of a company secretary.
Policies and Procedures for Senior Executives in Taking up Directorships in Other Companies In considering nominating its senior executives for directorships in its subsidiary or affiliate companies or other companies, the company focuses on their knowledge, abilities and qualifications. Information about each individual senior executive’s taking up of directorships in other companies is disclosed in the annual report and Form 56-1. Board of Directors The company management structure consists of four committees: The Board of Directors, The Executive Board, The Audit Committee and The Nomination & Remuneration Committee. Responsibilities of each Committee The Board of Directors The scope of power, duties, and responsibilities of the Board of Directors are as follows: 1. To have a clear understanding of the vision, goals, and strategies in the operation of the Company in order to perform their duties in accordance with the laws, objectives, articles of association of the Company, the resolutions of Board of Directors, and the resolutions of the shareholders’ meeting with responsibility, diligence and honesty; 2. To determine the details and approve the vision, business strategies, direction of the business, business policy, goals, procedures, operation plan, and the budgets of the Company and its subsidiaries as prepared by the Chief Executive Officer (“CEO”) and the management department; 3. To supervise the management and performance of the CEO, the management department, or any persons authorized to perform such duties in order to comply with the policies stipulated by the Board of Directors; 4. To continuously monitor the performance of the Company in order to comply with the operation plan and the budgets of the Company; 5. To procure the Company and its subsidiaries to use an appropriate and effective accounting systems, and to provide an internal control system and internal audit system; 6. To provide financial statements at the end of each fiscal year of the Company and to sign to certify such financial statements in order for their being proposed to the shareholders for approval in the Annual General Meeting; 7. To consider and approve the selection and appointment of auditor(s) and consider appropriate remuneration as proposed by the Audit Committee prior to the proposal to the shareholders for approval in the Annual General Meeting; 8. To provide written policy about good corporate governance and to effectively apply such policy in order to ensure that the Company fulfills responsibility to all relevant parties with fairness;
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9. To consider and approve the appointment of persons who are qualified, and are not prohibited under the Public Companies Limited Act B.E. 2535 (1992) (as amended from time to time), the Securities Exchange Act B.E. 2535 (1992) (as amended from time to time), and the relevant notifications and/or regulations in the case that a directorship becomes vacant due to other reasons apart from retirement by rotation. In addition, to consider and approve the appointment of directors to replace directors who retire by rotation, and to determine the remuneration as proposed by the Nomination & Remuneration Committee prior to the proposal to the shareholders’ meeting for approval; 10 To appoint sub-committees such as the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee, or any other sub-committees, and to determine the powers and duties of such sub-committees to help and support the performance of duties of the Board of Directors; 11 To appoint Executives and Company Secretary, and to determine the remuneration of such Executives; 12 To seek professional opinions from the external organizations when necessary for appropriate decisions; 13. To encourage the Directors and Executives to attend various seminars of the Thai Institute of Directors related to the duties and responsibilities of the Directors and Executives; In this regard, the assignment of powers, duties, and responsibilities of the Board of Directors shall not be granted or subgranted which causes the Board of Directors or the attorney to approve transactions in which the Board of Directors, or the attorney, or any person who may have any conflict of interest (as defined in the Notification of the Securities and Exchange Commission Thailand and the Notification of the Capital Market Supervisory Board), may have interest, or receive any benefits, or any other conflict of interests with the Company or its subsidiaries, except where the approval of such transaction is consistent with policies and rules approved by the shareholders’ meeting or the Board of Directors. The Executive Board The Executive Board shall have duties and responsibilities on the following matters: 1. Raw land procurement for the implementation of the industrial estate business 2. Acquisition of assets (excluding raw land in No.1) worth not more than 10 million baht for use of the Company. 3. Registration of transferring, leasing, mortgaging and subdividing of land title deeds, application for licenses, permits, and other official amendments etc. with the authorities concerned in relation to operation of the company’s business. 4. Opening new bank accounts, making money deposits with financial institutes other than existing banks/ financial institutes on regular transactions, securing new loans, giving loans to third parties. 5. Providing loan guarantees for subsidiary companies at a total limit of 1 billion baht. 6. Securing a new loan of up to 500 million baht per time to be used for business operation of the company. The Audit Committee The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the Board of Directors, to: 1. Oversee the reporting process of the financial information that it should be correct and sufficient. 2. Oversee to ensure that the Company has a suitable and effective internal control and internal audit systems, to ensure the independence of the internal audit department. The audit committee shall approve any selection, rotation or termination of the department heads of the internal audit department or any other departments responsible for the internal audit system of the Company. 3. Ensure that the Company follows all the SEC’s and SET’s laws and regulations and other laws and regulations relevant to the Company’s business. 4. Consider, select, and recommend the Company’s auditor and its remuneration. Have a meeting with the external auditor once a year, without the management team being present. Amata Corporation Public Company Limited
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5. Ensure that the firm complies all related rules when there is a connected transaction or transaction that may lead with conflict of interests. 6. Ensure full coverage of the audit committee’s monitoring activities. The report must be signed by the Chairman of Audit Committee, Mr. Anucha Sihanatkathakul who has strong financial experience, and disclosed in the annual report. The report should include the following: - Comment on accurateness, completeness and credibility of the Company’s financial report - Comment on an adequacy of the firm’s internal control system - Comment on the Company’s compliance with SEC’s and SET’s laws and regulation and other laws relevant to the Company’s business - Comment on suitability of the external auditor - Comment on transactions that may cause conflicts of interest - Number of meetings of the audit committee, and attendance of each member - Comment on other concerns that have arisen as the audit committee performed its duties as defined in committee’s charter. - Any other transactions that all shareholders and general investors should know under the scope of duties and responsibilities of the audit committee assigned by the Board 7. Anything else as assigned by the Board and has been approved by the audit committee. The Nomination & Remuneration Committee Their scope of authority and responsibility is as follows: 1. To produce a plan of succession and a means whereby to replace directors whose terms have expired. 2. To consider candidates to succeed directors whose terms have expired and propose their names for deliberation by the Board of Directors and approval by a meeting of shareholders. 3. To prepare plans of succession for the CEO and other senior executives and propose them to the Board of Directors for consideration. 4. To propose methods to evaluate the performance of directors and the Board of Directors and monitor the results of such evaluations. 5. To propose guidelines and methods of payment of remuneration, including bonus and attendance fee, to the Board of Directors and the Subcommittees appointed by the Board. 6. To propose policy on management incentives, including salary and bonus, in line with the company’s operating results and the performance of each executive, and whenever it deems appropriate, the committee shall consider the hiring of consulting firms to advise on project implementation. 7. Prior to the submission of the CEO’s remuneration for the Board of Directors’ approval, the Remuneration committee shall assess the president’s performance on an annual basis. 8. Prior to the submission of top executives’ remuneration for the Board of Directors’ approval, the Remuneration Committee shall assess the performance of each individual executive on an annual basis, based on the CEO’s recommendations. 9. Consider, before presenting to the Board of Directors, the budget for the salary increase, change of wage/remuneration and bonus of senior executives. 10. Regularity review, study and track the changes and trends in remuneration for the Board of Directors and the executives and report its findings to the Board for approval. 11. Consider the annual remuneration for the Board of Directors and executives, as compared to the remuneration offered by other listed companies operating in the same business, to ensure that AMATA retains its leadership in that industry and to motivate them to foster the continuing development of the company. “Ready for new Challenges”
70 12. Regularly make a progress report on the results of performance and submit it to the Board of Directors after the meetings of the Nomination & Remuneration Committee. 13. Assess the Remuneration Committee’s performance and report the results to the Board of Directors. 14. Should there be any alterations to the Charter, the Nomination & Remuneration Committee shall review and recommend appropriate improvements, revisions to the Board of Directors for its resolution in keeping it up-to-date and applicable. 15. Perform other duties as assigned by the Board of Directors. Appointment of Directors and Executive Directors Nomination and Remuneration committee will consider the nomination of directors. Independent directors must be independent from the major shareholder, the management and the related persons of the company, with the following characteristics: 1. Holds not more than 1% of the total outstanding voting shares of the company, the company’s major shareholder, a subsidiary or an associate or in any juristic person with a conflict of interests, including shares held by a person related to independent director. 2. Is neither a director that has a management authority nor an employee, staff, advisor on retainer, authority figures of the company, the company’s major shareholder, a subsidiary, an associate, a subsidiary of the same tier (brother company), or any juristic person with a conflict of interests, both in the present and at least two years prior to taking the independent directorship. 3. Is not involved in the following business relationship with the company, the company’s major shareholder, a subsidiary, an associate, or any juristic person with conflict of interests in a nature which may obstruct his independent judgment, both in the present and at least two years prior to taking the independent directorship. 3.1 neither an auditor nor major shareholder, non-independent director, management, and the managing partner of the company’s audit firm. 3.2 Is neither professional service provider such as legalor financial advisor nor asset appraiser, whose service fee exceed 2 Million Baht per year, for the company, the company’s major shareholder, a subsidiary, an associate, or any juristic person with a conflict of interests and is neither major shareholder, non-independent director, management nor the managing partner of the such service providing firm. 3.3 Received no benefit directly or indirectly from business transactions namely, normal trading activities, rent or lease of property, transactions related to assets or services nor provide financial support to the company, the company’s major shareholder, a subsidiary, an associate, amounting to 20 Million Baht or equivalent to 3% of the tangible assets of the company, whichever is lower. The term is applicable to all transactions occurred within one year prior to the date of business relationship and the independent director must not be major shareholder, non-independent director, management nor the managing partner of such firms. 4. No relationship by blood or legal registration, in a nature thatmakes the independent director a parent, spouse, brothers and sisters, children nor spouse of children of management, major shareholders, authority figures or nominees for management and authority figures of the company or a subsidiary. 5. Is not appointed as a representative of the company’s director, major shareholders or shareholders who are related to the major shareholders of the company. 6. not undertaking any business in the same nature and in competition tothe business of the applicant or its subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one percent of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the applicant or its subsidiary company. 7. Can look after the interests of all shareholders equally. Amata Corporation Public Company Limited
Annual Report 2013
71 8. 9. 10. 11.
Can prevent conflicts of interest. Manage to attend the Board meetings and make independent decisions. Is not a person whom SET has determined inappropriate to serve as an executive, according to SET regulations. Has never been convicted of violating Security or Stock Exchange laws, nor laws governing the investment business, securities brokering, or credit fonciers, or commercial banking laws, or life or general insurance laws, or money laundering laws, or any other law of a similar nature, whether Thai or foreign, and is guilty of wrongful acts relating to trading in shares or the perpetration of deceptions, embezzlement, or corruption. 12. No other impediments or impairments to express independent opinions concerning the operations of the company. 13. If qualified for the item 1-12, the independent director may be assigned by the Board of Directors to make decisions relating to business operations of the company, the company’s major shareholder, a subsidiary, an associate, a subsidiary of the same tier (brother company) or any juristic person with a conflict of interests, on the basis of collective decision, whereby such actions are not deemed partaking of management. Nomination and Remuneration committee will consider the nomination of directors to replace directors who will be terminated and present to the Board of Director and shareholder’s meeting for approval. The number of directors shall be set by a general meeting, Directors may be withdrawn with the consensus of those present at the general shareholders meeting. The consensus must have at least 3/4 the number of shareholders who attend the meeting and have the right to vote. In addition, the number of shares must not be less than half the number of shares present and eligible to be voted. If a directorship is or becomes vacant for any reason, except term expiration, the Nomination Committee can select any qualified candidate in the next board meeting, provided the term is not longer than two months, The selected director has his or her own term equal to the term of the director whom he or she replaces or represents. The consensus must be at least 3/4 of the remaining directors. If the term of any director expires for any reason, the appointment of a new director will be decided by the meeting of shareholders. In this regard, the meeting of shareholders must consider and abide by the following regulation by the screening consideration of the nomination and remuneration committee :Each shareholder has only one vote per one share Each shareholder must use all his or her votes (shares) as stipulated in clause I to elect one candidate or many to become director. In addition, he or she shall not split his or her voting right between or among candidates for a single directorship. The persons elected to be the director must have the highest tally descending order. In case of equality of vote, the Chairman shall cast the deciding vote. The Nomination and Remuneration Committee also prepare the company’s succession plans covering the positions of Chief Executive Officer, Chief Operating Officer, Chief Business Development Officer, Chief Financial Officer and Chief Investor Relations Officer. To ensure that the company will always have knowledgeable and capable management, candidates are selected, developed and trained to be ready for future appointments for such positions.
Control of the Company and its subsidiary companies Investment policy The Company has the policy to invest in the following business activities :1. The Company will use our assets as an equity in a joint venture company ; i.e, using the land as an equity in a joint venture company. 2. The Company will invest in service businesses which will support activities and/or manufacturing of customers in Amata industrial estates. “Ready for new Challenges”
72 3. The Company will seek for business partners who are expertises in the business they are doing. The Company will also seek for reputable partners with good management team, good image, and good and reliable background. 4. The Company has no policy to invest in any new projects in other foreign countries but has the policy to expand our projects in Vietnam. The investment in Amata Vietnam will be contributed by Amata Vietnam. Control of the companies we are investing in 1. The Company will send an executive who iscapable in that particular business to act as a director in a joint venture company (the number of directors from the Company will match with the share holding ratio in a joint venture company or under the agreement we have with a joint venture company. 2. Monitor the operating performance of the joint venture company under good and fair price policy. In the event there are complaints from the customers, the Company will examine and remedy the complaints the soonest. 3. The staff of the Company will coordinate with the staff of a joint venture company in order to provide them with good support. 4. In case there are any problems, the executives of the Company will consult with the executives of a joint venture company to find good solutions. Internal Information Management The company sets the regulation to prevent Insider Trading by a member of Executive Committee and staff (including spouse and minor) who have access to information, as follows: 1. The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have access to information to buy or sell the companyâ&#x20AC;&#x2122;s securities within two weeks prior to the disclosure of the three-month financial statement and the annual financial statement. The prohibition extends to the Blackout Period (24 hours after the financial statement disclosure). 2. Any committee and staff who have access to non-public information which may affect the price of the companyâ&#x20AC;&#x2122;s securities shall be prohibited to trade the companyâ&#x20AC;&#x2122;s securities not until 24 hours after such information is disclosed to the public. The Company also prohibits its executives and departments to disclose any nonpublic information to person outside company or person who is not in charge to prevent the misuse of such information. 3. Board of director and executive, including spouses and minors who change an amount of his or her share holding must report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in accordance with Section 59 of the Securities and Stock Exchange Act 1990.
Remuneration for the Auditor 1. Audit fee The company and its subsidiaries have paid audit fee to following auditors: - An auditor for the past year audit for Baht 0.- An office where the company auditor engaged or personnel involved in the past year audit for Baht 5,368,529.26 2. Non - Audit fee The company and its subsidiaries have paid service fees in connection with preparing the consolidated financial statement and cash flow statement, and translating the financial statement, to: - An auditor for the past year services for Baht 0.- and payable for continuing services for current year for Baht 0.-. - An office where the company auditor engaged or personnel involved in the past year service for Baht 556,785.20 and payable for continuing service for Baht 526,440
Amata Corporation Public Company Limited
Annual Report 2013
Amata City Rayong, Thailand
Amata City Industrial Estate is located on Highway No. 331 in Rayong province, in the heart of the Eastern Seaboard of Thailand. The estate is located close to a deep-sea port and all major infrastructure of the area. Investors at Amata City will be automatically granted the maximum tax privileges and incentives provided by the Board of Investment for Zone 3.
74
Corporate Social Responsibility
Corporate Social Responsibility Amata Corporation Public Company Limited has been operating its business under a good corporate governance and management policy together with social responsibility that always consider the effect to economy, society and environment. The company has developed a new business scheme of which its model and procedures will add the value to the society and environment by itself (CSR In-process). At the same time, Amata still values those activities where the public has shown interest. Amata has also written a Corporate Social Responsibility summary report according to the guidelines given by The Stock Exchange of Thailand which will include in the annual registration statement and annual report to be distributed every year. The stakeholders who are involving in the company business operation consist of shareholders, business partners, management, employees and their family with the communities surrounding Amata Nakorn Industrial Estate and Amata City Industrial Estate. The expectation and concern of the stakeholders is to ensure the company is able to prevent and reduce the effect from the pollution emitted from factories inside the industrial estate, for example industrial waste management, wastewater control will not affect the communities, and to improve better quality of living. From their expectations, the company has initiated the Corporate Social Responsibility activities as part of the business operation management and set out clear policies as below:
1. Environmental Care, focusing on A. Sustainability in use of resources As the global warming is an important key factor to the world, water resource becomes very valuable to us. The company has created â&#x20AC;&#x153;Water Resource Recognition Usage Projectâ&#x20AC;? by using hi-technology way for industrial wastewater treatment and recycle it at maximum efficiency level, for example, watering the green area, using in cooling system for the power plant, and reusing in the manufacturing process inside the industrial estate. B. Prevention and reduction of factory pollutionâ&#x20AC;&#x2122;s effect to the surrounding communities, the company has started the following campaigns: 1. Encourage the business operators inside the industrial estate to control and reduce the pollution emitted to the atmosphere aiming better quality rather than the legal standard. 2. Encourage the business operators inside the industrial estate to control and manage the industrial waste according to the rules and regulations by law. 3. Environmental, Biodiversity Protection and Revival The company has carried out projects to revive and increase biodiversity by coordinating with the community to plant mangrove forest to expand the forest area. 4. Listening to suggestion and complaints from community. The company is open for suggestion and complaints from the stakeholders concerning environment issues caused by the factories in the industrial estate at any time. The company will immediately investigate and resolves the problems to gain the trust and confidence from the stakeholders in respect of environmental problem resolution.
Amata Corporation Public Company Limited
Annual Report 2013
Corporate Social Responsibility
75
Responsible for Environment
Amata Corporation PCL and its subsidiaries have endeavored to protect and emphasized seriously on environmental care. Several environmental projects and activities have been conducted regularly to involve with communities network such as Dam construction project, Manglove project and Reforestation project that helped to increase Green Area around Amata I.E.
2. Community and society development A. Company’s Role in job market and job creation Each year, all factories located in Amata Nakorn and Amata City Industrial Estate increase their demands for workers. The company does provide support to local people, fresh graduated, and workers who are looking for jobs to match with their knowledge. The company has implemented the following: 1. Job vacancy advertisement board at Sub-district Administrative Organization /Municipal Offices. The purpose is to share any job vacancy of companies inside the industrial estate and environment news with the communities. 2. Job Fair events. Each year the company will coordinate with the Office of Employment, and Eastern Vocational College to organize the job fair for the business operators and job seekers. This will create more job opportunity for the people in the communities and the college students. 3. Community participation. The company recognizes the importance of strengthening the surrounding community’s economy. The company has supported the OTOP projects to improve the manufacturing, and expand to a stable market which will build up more opportunity for the community. B. Prevent the involvement of corruption The company adheres to honesty as the main principle in our business operation and always run the business lawfully. The company has anti-corruption and bribery policy. Furthermore the company also respects and does not support nor get involved in any intellectual property or copyrights violation, for public interest.
“Ready for new Challenges”
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Corporate Social Responsibility
Corporate Social Responsibility toward Community Strong support of economic community Amata Corporation PCL and its subsidiaries were always providing strong support to local communities by sharing knowledge and technology through various groups of communities to enhance potential development of products for better quality.
Job fair Amata has joined with the employment office of Chonburi to hold an annual job fair project by gathering all jobs vacancy from all entrepreneurs within Amata Nakorn I.E. and Chonburi area. There were more than 10,000 positions available from over 300 entrepreneurs joining this annual job fair. Such project will certainly not only provide support but also to promote a stable career and also create an open opportunity and an alternative chance for all employees to earn more incomes.
Participation in Community activities The Affiliates Company of Amata Group have joined with local communities in their activities by participating and supporting in various traditional events such as Songkran Festival, Annual Festival, Kathin Festival etc. to strengthen a closer relationship with local communities. Referring to the above Corporate Social Responsibility activities, the company will simultaneously and continuously implement those activities to build up the confidence and acceptance of the stakeholders along with the company business operation.
Amata Corporation Public Company Limited
Annual Report 2013
Internal Control and Risk Management
77
Internal Control and Risk Management Internal Control and Audit Systems The company values appropriate and sufficient internal control system. It has put in place an internal control system that is comprehensive from both financial and operational standpoints. Roles, duties and authorities are defined in accordance with the laws and the companyâ&#x20AC;&#x2122;s regulations. For the internal control system to be efficient and independent and free from interference, the company has appointed Porama Consultant Co., Ltd., led by Ms. Chichaya Supatanapat (Master of Business Administration Professional Program, Assumption University, with more than 7 years internal audit experience) for its outsourced internal auditor. The internal auditor audits the operations of all units and reports the results directly to the Audit Committee and the Chief Executive Officer, so that the management is able to deal with problems in time. The internal auditor must be evaluated by the Audit Committee as well. The secretary of the audit committee will be operated as an administrator and liaison between Porama Consultant Co., Ltd., and the audit committee. The audit committee has meeting with the external auditor and Porama Consultants Co., Ltd., to know the weakness of the internal control system and has reported to the committee about the appropriateness and adequate of internal controls. In 2013, the audit committee has reported to the Board of Directors about the inspection in the Board of Directors Meeting No. 2/2014 on February 17, 2014 that the company and its subsidiaries has efficiency internal control systems to be able to protect the assets of the company and its subsidiaries which arising from its illegal use. In the fiscal year ended December 31, 2013 the Audit committee found no such an action.
Risk Management The Company has formed a Risk Management Team consisting of managements of the company and its subsidiaries. They regularly meet to assess the overall risks facing the entire organization, both from internal and external factors. They analyze all risk factors, the probability of occurrence and the levels of impacts. They jointly devise risk mitigation measures and specify the parties responsible for such mitigations. The Risk Management Team will monitor the risks as planned with collaborations and coordination from the various departments and report the results to the Audit Committee. The Audit Committee will evaluate the efficiency of the risk management effort and report the results to the Board of Directors at least once a year to help identify weaknesses and enhance the efficiency of the policy.
â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
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Related Party Transactions
Related Party Transactions The Board of Directors has observed with care transactions with conflicts of interest and connected transactions by setting policies, regulations and guidelines for practices in compliance with related laws, companyâ&#x20AC;&#x2122;s regulations, and regulations of SEC, SET and good corporate governance. Anyone having interest in any transactions with the company or having any connected transactions shall notify the company without delay. These persons shall not allow to make decision and will have no authority to approve such transactions. That means transactions shall be approved by disinterested persons. The decision-making process shall be transparent, for the firmâ&#x20AC;&#x2122;s best interests and on an armâ&#x20AC;&#x2122;s length basis, open and accompanied by sufficient disclosure of information as shown in the remarks of financial statement ended December 31, 2013 - Item No. 7
Amata Corporation Public Company Limited
Annual Report 2013
Key Financial Ratio
Key Financial Ratio Significant financial ratios * Liquidity Ratio Current Ratio (Times) Quick Ratio (Times) Cash Flow Liquidity (Times) Accounts Receivable Turnover (Times) Average Collection Period (Days) Inventory Turnover (Times) Average Inventory Turnover Period (Days) Accounts Payable Turnover (Times) Payment Period (Days) Cash Cycle (Days) Profitability Ratio Gross Profit Margin (%) (%) Operating Profit Margin (%) Other Profit Margin Cash Flow From Operating Activities Margin (%) (%) Net Profit Margin (%) Return On Equity (ROE) Efficiency Ratio (%) Return On Assets (ROA) (%) Return On Fixed Assets (ROFA) Assets Turnover (Times) Financial Policy Ratio Debt To Equity (Times) Interest Coverage (Times) Cash Flow Adequacy (Cash Basis) (Times) Dividend Payout (%)
Amata Corporation Public Company Limited
Amata Corporation Public Company Limited and its subsidiaries
As at 31 December
As at 31 December
As at 31 December
As at 31 December
As at 31 December
As at 31 December
2013
2012 (Restated)
2011 (Restated)
2013
2012 (Restated)
2011 (Restated)
1.09 0.09 0.15 20.41 17.89 0.24 1,491.14 6.67 54.69 1,454.34
1.10 0.07 0.26 50.54 7.22 0.21 1,712.56 6.26 58.32 1,661.46
1.05 0.11 0.12 28.92 12.62 0.19 1,905.31 5.30 68.89 1,849.04
1.50 0.43 0.48 18.56 19.66 0.39 926.55 3.93 92.85 853.36
1.47 0.37 0.56 23.24 15.71 0.29 1,267.79 3.39 107.59 1,175.90
1.34 0.32 0.38 15.65 23.32 0.22 1,684.19 2.91 125.64 1,581.87
61.19 39.44 62.17 30.35 20.68
62.18 37.79 124.53 31.16 18.26
61.77 41.20 60.24 33.12 15.33
47.97 26.92 5.50 146.98 25.69 20.20
50.20 31.96 4.80 183.59 29.46 21.92
48.24 28.60 3.64 181.96 26.59 15.01
7.40 393.82 0.24
6.59 407.97 0.21
6.57 389.53 0.20
8.92 195.62 0.35
9.24 223.62 0.31
6.45 186.00 0.24
1.70 3.48 0.25 76.57
1.90 4.24 0.29 110.86
1.63 3.06 0.12 29.39
1.18 10.13 0.79 32.71
1.36 10.24 0.60 66.46
1.39 8.22 0.44 20.54
*Ratio is based on the manual guide of a registration statement on form 56-1 and 69-1 of The Securities and Exchange Commission. â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
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80
Management Discussion and Analysis for year 2013
Management Discussion and Analysis for year 2013 ECONOMIC AND INDUSTRIAL ESTATES Based on the number of BOI applications, disappointing data for 3Q13 has pointed towards an investment slowdown in 2H13. The Federation of Thai Industriesâ&#x20AC;&#x2122; (FTI) industrial sentiment index hit 90.4 in September from 97.3 in one month 2013, the lowest level since the 2011 floods, amid concerns regarding a slowdown in domestic consumption, the potential for renewed political turmoil, and sluggish global economic conditions. Flash floods which have affected some industrial estates during September and October have also put pressure on industrial sentiment. Amataâ&#x20AC;&#x2122;s industrial land sales were affected in the last quarter of 2013. Our pre-land sales target has been revised from 3,000 rai to one-third mainly because of the growing political conflict has prompted foreign firms to delay investment decisions in Thailand and a few major customers of Amata have delayed signing land purchase contracts because of this matter. For 2014, Amata will continue to focus on the key growing automotive sector as the next wave of expansion in 2015 will be the impact from eco-car phrase II kicks in. Amata is also looking east to expand further our industrial estate business operation in Vietnam.
SIGNIFICANT CHANGE IN ACCOUNTING POLICY Year 2013, Amata Corporation Public Company Limited and its Subsidiaries change the accounting policy for investment properties including land-use rights with infrastructure systems details as follow: According to TAS 40 (Revised 2009) Investment property, this accounting standard requires entities to choose to recognize investment property either under the cost model or the fair value model. The entities could reclassify and recognize investment property under operating leases to be investment property if that property is consistent with definition of investment property and the entity choose to recognize with the fair value model. During the current year, the Company and its subsidiaries change its accounting policy for investment properties including land-use rights with infrastructure systems of Amata (Vietnam) Joint Stock Company which is a subsidiary company in Vietnam, from the fair value model to the cost model in order to align the information presented in the financial statement with the information that the management used in making an economic decision. The Company and its subsidiaries has restated the prior yearâ&#x20AC;&#x2122;s financial statements, presented as comparative information, to reflect the adjustment resulting from such change in accounting policy. The Company presented the consolidated and separate statements of financial position as at 1 January 2012, presented as comparative information, using the same accounting policy as well. The Company and its subsidiaries are unable to determine the effect of the change in this accounting policy for the current year.
Amata Corporation Public Company Limited
Annual Report 2013
Management Discussion and Analysis for year 2013
81
REVENUE ANALYSIS
7,506.08
6,089.97
3,923.54
3,178.48
2,230.14
4,061.31
Amata Corporation Public Company Limited and its subsidiaries has the total revenue for Year 2013 amount of 7,506.08 million baht, it can be summarized as follow:
2008 2009 2010 2011 2012 2013
A) Revenue from real estate sales For Year 2013, Sales of Land was 5,342.70 million baht, or an increase of 1,242.32 million baht or equivalent to 30% growth comparing to Year 2012 of 4,100.38 million baht. The contribution of such growth in terms of value, where 25% was from the Company; 68% was from one of its subsidiaries (Thai-Chinese Rayong Industrial Realty Development Co., Ltd.) and 7% was from other subsidiaries. Industrial Estate Land Sales for Year 2013 were 1,714 rai compared with 1,493 rai for the same period of 2012, representing a 15% increase. B) Revenue from Others (Unit : Million Baht)
Revenue Revenue from utility services Revenue from rental Revenue from rights of way Revenue from forfeiture of advance received Interest income Other income Total
2013 1,253.48 568.07 97.82 96.29 147.73 2,163.39
2012 (Restated) 1,065.82 446.71 248.27 121.58 107.22 1,989.60
Change
%
187.66 121.36 97.82 (248.27) (25.29) 40.51 173.79
17.61 27.17 (100.00) (20.80) 37.78 8.73
The table above has shown an increase of income of the Company and its subsidiaries as follows:1. The increase of income from utility services by 17.61%, where 19.70% was coming from water business and 15.6% from facility services. For the growth in water business reflecting a higher demand in the volume of raw water and waste water treatment supply from the increase of number of industrial estate customers; 2. The continuous growth in the rental income of ready built factories from 2012 at 10.59% and 2013 now at 27.17% due to higher demand in ready built factories from different industry sectors in Thailand and Vietnam; 3. The interest income from one of the subsidiaries of the Company in a foreign country has decreased by 20.80% mainly due to lower interest rate in that foreign country in 2013 as compared to 2012.
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82
Management Discussion and Analysis for year 2013
ANALYSIS OF GROSS PROFIT (Unit : Million Baht)
2013 Revenue Gross Profit
Revenue from real estate sales Revenue from utility services Revenue from rental Total
2012 (Restated) %
Revenue Gross Profit
Change %
in points
5,342.70 2,844.93 53.25 4,100.38 2,322.39 56.64 1,253.48 206.10 16.44 1,065.82 197.81 18.56 568.07 385.76 67.91 446.71 297.40 66.58 7,164.25 3,436.79 47.97 5,612.91 2,817.60 50.20
(3.4) (2.1) 1.3 (2.2)
In 2013, the gross profit from sales of land has reached 53.25%, or -3.4 points as compared to 2012. This was mainly due to higher sales volume from one of the subsidiaries with a lower gross profit as compared to the average gross profit of the Company. The decrease in the gross profit of the utility services was mainly due to the one-time cost spending in the maintenance of those pump equipments for waste water treatment. If such one-time maintenance costs were excluded, the gross profit of utility services will move up from 16.44% to 20.83% comparing to the gross profit of utility services for 2012, the performance will improve by +2.3 points.
ANALYSIS OF ALL EXPENSES (Unit : Million Baht)
Expenses Selling expenses Administrative expenses Finance cost Income tax expenses Total
2013 426.62 814.33 349.85 358.80 1,949.60
2012 (Restated) 282.51 633.04 390.56 314.87 1,620.98
Change
%
144.11 51.01 181.29 28.64 (40.71) (10.42) 43.93 13.95 328.62 20.27
1. Selling expenses for 2013 have increased by 144.11 million baht. Such an increase was mainly coming from the cost of land transfer taxes and fee, promotion expenses, and CSR expenses; 2. The increase of Administration expenses by 181.29 million baht where mainly due to the one-time cost incurred for the flood protection spent on to remedy the flooding until the situation returned back to normal. Total amount of the flood protection cost was 111.00 million baht. 3. Finance cost decreased from prior year because of decreasing in average short-term and long-term borrowings during the year. 4. The slight increase in income tax expenses of the Company and its subsidiaries by 43.93 million baht as compared to 2012, mainly from income from transfer of land sale to customers and other non-BOI income.
Amata Corporation Public Company Limited
Annual Report 2013
Management Discussion and Analysis for year 2013
83
FINANCIAL ANALYSIS (Unit : Million Baht)
2013 Total assets Total liabilities Total shareholders’ equity
22,203.24 12,011.74 10,191.50
2012 (Restated) 21,014.09 12,107.87 8,906.22
Change
%
1,189.15 (96.13) 1,285.28
5.66 (0.79) 14.43
1. Total assets have increased by 1,189.15 million baht as compared to last year. This was mainly due to land purchase and investment in ready built factories; 2. Total liabilities have reduced slightly by 96.13 million baht as compared to last year where it was due to the decrease in deposits and advances received from customers. 3. For 2013, Amata Group had long-term loans from banks amounting to 6,773 million baht (5,096 million baht from Amata Corporation PCL and 1,677 from other subsidiaries), including the current borrowings portion was amounting to 1,387 million bath. As at 31 December 2013, the long-term credit facilities of the Company and its subsidiaries which have not yet been drawn down amounted to 4,521 million baht and of the Company only of 243 million baht to fund the project development in the future i.e. land purchase, property investment, property and equipment, etc.
ANALYSIS OF TRADE AND OTHER RECEIVABLES As at 31 December 2013, the Company and its subsidiaries have a total trade and other receivables amounting to 508 million baht from trade and other receivables-unrelated parties amount 353 million baht and other receivables-related parties amount 165 million baht, age of receivables as follow: • Not yet due amounting to 180 million baht • Past due up to 3 months amounting to 35 million baht • Past due longer than 3 to 9 months amounting to 1 million baht • Past due longer than 9 months and over 12 months amount 3 million baht For the unrelated party debts of 180 million in year 2013, Subsidiaries has made a provision of debts amounting to 10 million baht. As the Company has a good policy and the protective measure on this debt collection, there will be no bad debt.
“Ready for new Challenges”
84
Management Discussion and Analysis for year 2013
ANALYSIS OF CASH FLOWS (Unit : Million Baht)
2013 Cash and cash equivalents at beginning of period Net cash flows from operating activities Net cash flows used in investing activities Cash flows used in financing activities Dividend paid to the Companyâ&#x20AC;&#x2122;s shareholders Net increase in cash and cash equivalents Cash and cash equivalents at the end of period
1,784.18 2,834.59 (3,084.77) 142.49 (586.82) (654.84) 1,129.34
2012 (Restated) 1,446.35 3,293.21 (1,853.26) (441.19) (693.43) 337.83 1,784.18
Change
%
337.83 (458.62) (1,231.51) 583.68 106.61 (992.67) (654.84)
23.36 (13.93) 66.45 (132.30) (15.37) (293.84) (36.70)
1. The reduction in cash flows from operating activities was due to the decrease in deposits and advances from customers, and interest income. 2. Significant cash outflows from investing activities were the result of acquisition of land waiting for future development by Amata Corporation and Amata City of 1,771 million baht, acquisition of fixed assets and investment property of 878 million baht, and short term loans to related companies. 3. During the year, Amata Group has repaid Baht 1,445 million of loans and interest expenses, received 1,662 million baht of additional long-term loans for the expansion of new ready built factories and improvement of the existing water treatment plant, and paid dividend 702 million baht.
FINANCIAL RATIO ANALYSIS 2013 Net profit margin (%) Return on equity (%)* Return on total assets (%)** Debt to equity ratio (time)
20.19 23.18 12.20 1.44
2012 (Restated) 24.65 24.32 11.97 1.64
Change Favorable / Unfavorable (4.46) (1.14) 0.23 (0.20)
Unfavorable Unfavorable Favorable Favorable
* Return on equity (%) = Net Profit (Loss) Net x 100 Equity holders of the Company (Average) ** Return on total assets (%) = Net Profit (Loss) Net before interest & tax x 100 Total assets (Average) As at 31 December 2013, the Company and its subsidiaries have contributed a net profit of 1,515.58 million baht compared with the same period of last year there was a slight increase of 14.37 million baht or equivalent to 0.96% growth. If we exclude those one-time floods protection cost and waste water treatment maintenance costs, our net profit margin should move up from 20.19% to 21.56% and the value will move from 14.37 million baht to 180.37 million baht.
Amata Corporation Public Company Limited
Annual Report 2013
Management Discussion and Analysis for year 2013
85
The decrease in debt to equity ratio is mainly from the reduction in deposit received from customer and increasing in shareholders’ equity due to profit during the year. Net debt to equity ratio (Gearing ratio) was 0.75 to 1 at year end 2013 and was 0.80 to 1 at year end 2012, lower than other companies in the same industry. With a lower net debt to equity ratio reflected a strong funding structure with flexibility.
OTHERS Changes in investments during the year • During the second quarter of the current year, Amata Facility Services invested 2 million baht in Strategic Engineering & Advance Logistic Services (Thailand) Co., Ltd., representing 25% of its registered share capital. • During the third quarter of the current year, the Company invested 28 million baht each in Amata B.Grimm Power 4 Co., Ltd. and Amata B.Grimm Power 5 Co., Ltd, representing 20% of its registered share capital. • In 2013, Vibharam Hospital (Amata Nakorn) Co., Ltd., an associated company in which the Company holds 21% of registered share capital, passed a resolution to increase its registered share capital from 100 million baht to 500 million baht. However, on 12 November 2013, a meeting of the Board of Directors of the Company passed a resolution to maintain the number of shares it held (and not to increase its shareholding proportionately). As a result, the shareholding of the Company in this company decreased to 4% of its registered capital, and the Company reclassified the investment in this company to other investments (presented under the caption of non-current assets). Event after the reporting period • On 16 January 2014, the Board of Directors Meeting of the Company resolved to approve the entering into the Freehold and Leasehold Real Estate Investment Trust (“REIT” transaction) in principle whereby Amata Summit Ready Built Co., Ltd., a subsidiary, will enter into the sale and lease transactions with the trustee who acting on behalf of and for the benefit of the REIT. The transactions have approximate value not more 4,750 million baht (the final selling price will be mutually agreed between the contractual parties).
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86
Report on the Board of Directors’ Responsibilities
Report on the Board of Directors’ Responsibilities for Financial Statements
The consolidated and the company financial statements of Amata Corporation Public Company Limited and its subsidiary companies have been made in accordance with the generally accepted accounting principles for the benefits of the shareholders and to reflect the real results. The Board of Directors has appointed an Audit Committee with full qualifications as required by the Stock Exchange of Thailand to examine the preparation of the financial statements to reflect their correctness and to disclose any related transactions or conflicts of interest, if any, by major shareholders. The responsibilities of the Audit Committee include an evaluation of internal controls and internal audit for their efficiency in connection with rules and regulations of the Stock Exchange of Thailand and include the nomination of Auditor and audit fee for appointment by shareholders. The structure of management and internal controls in connection with the Auditor’s report ensure the Board of Directors that the financial statements of Amata Corporation Public Company Limited and its subsidiary companies as of December 31, 2013, represent fairly the financial position, results of operations, and cash flow statements prepared in accordance with Thai Financial Reporting Standards.
(Dr. Wissanu Krea-Ngam) (Mr. Viboon Kromadit) Chairman Acting Chief Operating Officer
Amata Corporation Public Company Limited
Annual Report 2013
Report of the Audit Committee
87
Report of the Audit Committee Translation To: The shareholders of Amata Corporation Public Company Limited In the year 2013, the Board of Directors of Amata Corporation Public Company Limited appointed an Audit Committee comprising of three independent directors, who were qualified according to the Regulation and Best Practice Guidelines for Audit Committee of the Stock Exchange of Thailand. At present, the Audit Committee of the Company comprising of Mr. Anucha Sihanatkathakul, Audit Committee Chairman, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong, AuditCommittee Members, with Mrs. Varaporn Vatcharanukroh served as the secretary of the Audit Committee. The Audit Committee fulfilled the responsibility according to the scope, duties and responsibilities assigned by the Board of Directors that complied with the Regulation of the Stock Exchange of Thailand. There were 5 Audit Committee meetings in the financial year of 2013 and 1 Audit Committee meetings in 2014 until the reporting date, totally 6 Audit Committee meetings. Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong attended every meeting with management executives, external auditors and internal auditors when appropriate, pertaining to the following issues: 1. Review the interim and annual financial statements of 2013, by questioning and listening to the management and the external auditor clarifications, concerning the correctness and completeness of the financial statements and the adequacy of information disclosure, and acknowledged the financial audit plan of the external auditors for the year 2013. The Audit Committee agreed with the external auditors that the financial statements were correct adhering to the Thai Financial Reporting Standards. 2. Review the operation information and the internal control system, to evaluate the sufficiency, appropriateness and effectiveness of the internal control system to reach the specified objective, by reviewing the internal control system together with the external and internal auditors. The existing internal control system is found no weakness or significant deficiency, appropriate asset safeguarding, correct, complete and reliable information disclosure. In addition, the Audit Committee evaluated the internal control system complying with the Practice of the Securities and Exchange Commission. The external and internal auditors and Audit Committee had opinion that the Company had good internal control system and the system to monitor the operation of its subsidiaries that was adequate, appropriate and efficient. 3. Review the internal audit, by considered the mission, scope of work, duties and responsibilities, independency of Porama Consultant Co., Ltd., the Companyâ&#x20AC;&#x2122;s internal audit, reviewed and approved the amendment of the Internal Audit Charter to be appropriate, up to date and comply with the internal audit practice manual of the Stock Exchange of Thailand, and approved annual audit plans that linked to corporate risk. The Audit Committee had opinion that the Company had the internal control that was adequate, appropriate and effective on par with international standard for the Professional Practice of Internal Auditors. 4. Review compliance with the Securities and Exchange Acts, Regulations of the Stock Exchange of Thailand (SET), and any other relevant laws, including the compliance with the Company requirement and obligations to external parties. The Audit Committee did not find any significant incompliance to the law, Regulations and the Company obligations to external parties.
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Report of the Audit Committee
5. Review the risk management process, to be link with the internal control system to manage the overall company business risk, by reviewed the Risk Management Policy and Manual, risk factors, risk management plan and progress. The Audit Committee had the opinion that the Company risk management process was complied with risk management manual, which covered the objective setting, risk identification, risk assessment, risk response and quarterly monitoring, setting of Key Risk Indicator (KRI) serving as an early warning system, crisis management plans to fit with the situation, Risk Appetite and Risk Tolerance, and also frequently reviewed risk to fit with the current situation. 6. Review and give opinion to connected transactions or transactions that may have conflict of interests, and information disclosure of such transactions to comply with Regulation of the Stock Exchange of Thailand (SET), and the Office of the Securities and Exchange Commission (SEC). The external auditors had opinion that the significant transactions with the connected persons were disclosed and shown in the Financial Statements and Note to Financial Statements and the Audit Committee had opinion as same as the external auditors and also considered that such transactions were reasonable and the most beneficial to the business of the Company and were disclosed correctly and completely. 7. Consider Appointing the External Auditors and their Remuneration for the year 2014 to propose to the Board of Directors to ask for the approval of the Annual Shareholder Meeting for the year 2014, which the Audit Committee considered the performance, independency and remuneration and concluded to propose appointing Ms. Siraporn Ouaanunkun (Certified Public Accountant No. 3844) and/or Mr. Supachai Phanyawattano (Certified Public Accountant No. 3930) and/ or Mr. Khitsada Lerdwana (Certified Public Accountant No. 4958) of Ernst & Young Office Limited to serve as the Company external auditor for the year 2014, with the remuneration of 1,560,000.-Baht. The Audit committee has the opinions regarding the external auditors as follows: • Based on past performance, the external auditors performed their duties with knowledge, professional competency, and gave recommendation regarding internal control system and various risks, and also had independency in performing their duties. • The proposed remuneration of Baht 1,560,000 is reasonable. It is higher than the last year of Baht 60,000. • There was compliance with Regulation of the Office of the Securities and Exchange Commission (SEC) with regards to the changing of the financial statements signatory external auditor every 5 years. If such auditors are appointed to be the external auditors for the year 2014, it shall be the fourth years. • The external auditors had no relation with the Company and its subsidiaries. In summary, the Audit Committee had fulfilled the responsibility of the Audit Committee Charter that was approved by the Board of Directors and found that the Company disclosed financial and operation information correctly, had appropriate and effectiveness internal control and audit, and risk management, complied with laws, regulations and obligations, disclosed the connected transactions correctly, performed duties in compliance with the Good Corporate Governance principles, with adequacy, transparency and reliably, and also developed the operation systems to be more qualified and fit with the changing business environment on a continuing basis. February 12, 2014 On behalf of the Audit Committee
(Mr. Anucha Sihanatkathakul) Chairman of the Audit Committee
Amata Corporation Public Company Limited
Annual Report 2013
Independent Auditor’s Report
89
Independent Auditor’s Report To the Shareholders of Amata Corporation Public Company Limited
I have audited the accompanying consolidated financial statements of Amata Corporation Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2013, the related consolidated statements of income, 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 Amata Corporation 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.
Opinion
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amata Corporation Public Company Limited and its subsidiaries and of Amata Corporation Public Company Limited as at 31 December 2013, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards.
Emphasis of matters
I draw attention to Note 3 to the financial statements regarding the change in accounting policy for investment properties including land-use rights with infrastructure systems, and the adjustment for deferred tax assets calculation. The Company has restated the consolidated and separate financial statements for the year ended 31 December 2012, presented herein as comparative information, to reflect such change in accounting policy and deferred tax assets calculation. The Company has also presented the consolidated and separate statements of financial position as at 1 January 2012 as comparative information, using the same accounting policy. My opinion is not qualified in respect of these matters.
Siraporn Ouaanunkun Certified Public Accountant (Thailand) No. 3844 Ernst & Young Office Limited Bangkok: 17 February 2014 “Ready for new Challenges”
90
Statement of financial position
Statement of financial position Amata Corporation Public Company Limited and its subsidiaries As at 31 December 2013
(Unit: Baht)
Consolidated financial statements As at 1 January 2012 (Restated)
As at 31 December 2013
As at 31 December 2012 (Restated)
As at 1 January 2012 (Restated)
8 1,129,336,443 1,784,179,022 1,446,347,639
138,472,447
241,685,626
335,186,643
Note
Assets Current assets Cash and cash equivalents Current investments - deposits at bank Trade and other receivables Short-term loans to subsidiaries Real estate development costs Other current assets Total current assets Non-current assets Investments in subsidiaries Investments in associates Investment properties Property, plant and equipment Deposits for purchase of land Land awaiting for future development Deferred tax assets Other non-current assets Total non-current assets Total assets
As at 31 December 2013
As at 31 December 2012 (Restated)
Separate financial statements
9 822,999,408 248,355,960 96,558,900 10 507,895,906 263,963,191 219,060,046 194,716,201 35,686,531 44,550,908 7 - 164,036,198 150,233,530 112,256,679 11 5,975,869,751 6,705,330,225 5,645,936,634 3,473,863,913 3,805,226,639 3,204,120,394 121,287,777 80,358,689 75,462,979 15,582,259 10,044,191 13,972,887 8,557,389,285 9,082,187,087 7,483,366,198 3,986,671,018 4,242,876,517 3,710,087,511 12 13 1,415,941,155 1,459,163,465 1,415,144,826 14 2,942,360,399 2,434,501,247 1,935,935,272 15 1,193,359,057 1,049,731,241 748,971,488 147,062,901 69,613,919 342,157,529
901,489,343 627,121,376 476,207,488 266,853,166 58,068,125
901,489,343 597,434,417 490,631,755 228,088,969 51,380,000
742,000,833 591,118,628 460,246,469 169,973,431 282,357,254
16 7,566,824,178 6,502,837,886 5,761,642,629 6,094,648,050 5,733,589,705 4,756,835,114 23 202,939,412 307,934,861 89,055,497 71,264,601 229,159,594 16,674,889 177,364,433 108,116,507 46,913,437 87,476,553 23,215,851 19,254,945 13,645,851,535 11,931,899,126 10,339,820,678 8,583,128,702 8,254,989,634 7,038,461,563 22,203,240,820 21,014,086,213 17,823,186,876 12,569,799,720 12,497,866,151 10,748,549,074
The accompanying notes are an integral part of the financial statements. Amata Corporation Public Company Limited
Annual Report 2013
Statement of financial position
91
Statement of financial position (continued) Amata Corporation Public Company Limited and its subsidiaries As at 31 December 2013
(Unit: Baht)
Consolidated financial statements As at 31 December 2013
As at 31 December 2012 (Restated)
As at 1 January 2012 (Restated)
As at 31 December 2013
As at 31 December 2012 (Restated)
909,164,785 644,047,863
873,505,773 1,162,333,969 626,766,343 421,406,424
906,016,368 144,404,576
862,862,288 1,146,280,487 122,552,443 116,155,009
7 - 500,000,000 19 1,386,582,241 1,099,602,224 1,924,549,939 1,101,839,895
8,000,000 958,602,224 1,214,244,446
Note
Liabilities and shareholdersâ&#x20AC;&#x2122; equity Current liabilities Bank overdrafts and short-term loans from banks Trade and other payables Short-term loans from subsidiaries Current portion of long-term loans Deposits and advances received from customers Dividend payable Income tax payable Other current liabilities Total current liabilities Non-current liabilities Long-term loans, net of current portion Long-term deposits and advances received from customers Land rental received in advance Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities
Separate financial statements
17 18
As at 1 January 2012 (Restated)
2,607,014,691 3,151,466,728 1,797,321,986 966,549,100 1,633,865,112 835,715,899 - 159,957,255 - 159,957,255 111,115,462 400,283,105 92,519,251 - 257,584,604 39,053,923 49,447,151 36,534,587 30,323,607 27,115,444 16,622,312 11,458,594 5,707,372,193 6,188,158,760 5,588,412,431 3,645,925,383 3,852,088,983 3,530,865,613 19 5,386,817,916 5,109,217,744 4,147,350,014 3,994,336,727 4,101,621,609 2,947,201,887 107,681,663 87,344,548 69,490,432 264,965,991 242,174,362 170,285,790 230,302,609 196,466,814 158,234,605 23 184,770,055 183,371,056 139,092,872 360,136,680 297,603,484 245,921,521 44,976,220 33,913,255 31,337,447 6,304,372,305 5,919,711,194 4,772,140,629 4,269,615,556 4,332,001,678 3,136,773,939 12,011,744,498 12,107,869,954 10,360,553,060 7,915,540,939 8,184,090,661 6,667,639,552
The accompanying notes are an integral part of the financial statements. â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
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Statement of financial position
Statement of financial position (continued) Amata Corporation Public Company Limited and its subsidiaries As at 31 December 2013
(Unit: Baht)
Consolidated financial statements Note
Shareholders’ equity Share capital Registered 1,067,000,000 ordinary shares of Baht 1 each Issued and fully paid up 1,067,000,000 ordinary shares of Baht 1 each Premium on ordinary shares Retained earnings Appropriated-statutory reserve 20 Unappropriated Other components of shareholders’ equity Equity attributable to owners of the Company Non-controlling interests of the subsidiaries Total shareholders’ equity Total liabilities and shareholders’ equity
As at 31 December 2013
As at 31 December 2012 (Restated)
As at 1 January 2012 (Restated)
Separate financial statements As at 31 December 2013
As at 31 December 2012 (Restated)
As at 1 January 2012 (Restated)
1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 173,600,000 173,600,000 173,600,000 173,600,000 173,600,000 173,600,000 106,700,000 106,700,000 106,700,000 106,700,000 106,700,000 106,700,000 6,966,460,555 6,037,696,355 5,069,961,270 3,306,958,781 2,966,475,490 2,733,609,522 4,200,199
(8,897,129)
(12,235,219)
-
-
-
8,317,960,754 7,376,099,226 6,405,026,051 4,654,258,781 4,313,775,490 4,080,909,522 1,873,535,568 1,530,117,033 1,057,607,765 10,191,496,322 8,906,216,259 7,462,633,816 4,654,258,781 4,313,775,490 4,080,909,522 22,203,240,820 21,014,086,213 17,823,186,876 12,569,799,720 12,497,866,151 10,748,549,074
The accompanying notes are an integral part of the financial statements. Amata Corporation Public Company Limited
Annual Report 2013
Income statement
93
Income statement Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements Note
Revenues Revenue from real estate sales Revenue from utility services Revenue from rental Revenue from rights of way 21 Revenue from forfeiture of advance received from customer 22 Dividend income 12, 13 Interest income Other income Total revenues Expenses Cost of real estate sales Cost of utility services Cost of rental Selling expenses Administrative expenses Total expenses Profit before share of profit from investments in associates, finance cost and income tax expenses Share of profit from investments in associates 13 Profit before finance cost and income tax expenses Finance cost Profit before income tax expenses Income tax expenses 23 Profit for the year
2013
2012 (Restated)
2013
2012 (Restated)
5,342,699,527 1,253,478,913 568,066,333 97,819,987
4,100,376,427 1,065,819,945 446,705,260 -
2,258,813,599 92,229,344 134,000,000
1,945,077,332 82,575,973 -
96,285,927 147,730,660 7,506,081,347
248,272,468 121,583,981 107,216,771 6,089,974,852
490,545,134 9,126,860 70,215,375 3,054,930,312
375,802,599 5,084,620 51,022,177 2,459,562,701
2,497,772,576 1,047,377,450 182,307,160 426,618,847 814,330,048 4,968,406,081
1,777,985,732 868,008,434 149,310,972 282,511,249 633,041,590 3,710,857,977
890,886,618 21,602,146 211,529,511 549,228,154 1,673,246,429
746,954,621 19,819,516 129,093,136 456,859,888 1,352,727,161
2,537,675,266
2,379,116,875
1,381,683,883
1,106,835,540
99,466,145
120,146,979
-
-
2,637,141,411 (349,848,440) 2,287,292,971 (358,796,185) 1,928,496,786
2,499,263,854 (390,557,950) 2,108,705,904 (314,873,665) 1,793,832,239
1,381,683,883 (296,487,929) 1,085,195,954 (157,894,993) 927,300,961
1,106,835,540 (305,474,229) 801,361,311 (35,018,268) 766,343,043
The accompanying notes are an integral part of the financial statements. â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
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Income statement
Income statement (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements 2013
2012 (Restated)
2013
2012 (Restated)
1,515,581,870
1,501,212,160
927,300,961
766,343,043
ภ412,914,916 1,928,496,786
292,620,079 1,793,832,239
1.42
1.41
0.87
0.72
Note
Profit attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries Basic earnings per share Profit attributable to equity holders of the Company
26
The accompanying notes are an integral part of the financial statements. Amata Corporation Public Company Limited
Annual Report 2013
statement of comprehensive income
95
statement of comprehensive income Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements Note
Profit for the year
2013
2012 (Restated)
2013
2012 (Restated)
1,928,496,786
1,793,832,239
927,300,961
766,343,043
Other comprehensive income: Exchange differences on translation of financial statements in foreign currency Losses on change in value of available for-sale investments Other comprehensive income for the year
63,436,174
80,580,038
-
-
(9,986,717) 53,449,457
(456,857) 80,123,181
-
-
Total comprehensive income for the year
1,981,946,243
1,873,955,420
927,300,961
766,343,043
1,540,849,720 441,096,523 1,981,946,243
1,504,550,250 369,405,170 1,873,955,420
927,300,961
766,343,043
Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries
The accompanying notes are an integral part of the financial statements. â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
Amata Corporation Public Company Limited
The accompanying notes are an integral part of the financial statements.
Balance as at 1 January 2012 - as previously reported 1,067,000,000 173,600,000 106,700,000 6,556,136,294 Cumulative effect of change in accounting policy for investment properties (Note 3.1) - (1,486,175,024) Balance as at 1 January 2012 - as restated 1,067,000,000 173,600,000 106,700,000 5,069,961,270 Dividend paid to non-controlling interests of the subsidiaries Dividend paid to the Company’s shareholders (Note 29) - (533,477,075) Total comprehensive income for the year (restated) - 1,501,212,160 Subsidiaries increased share capital Balance as at 31 December 2012 - as restated 1,067,000,000 173,600,000 106,700,000 6,037,696,355
Issued and fully paid-up share capital
Equity attributable to owners of the Company Other components of equity Other comprehensive income
Consolidated financial statements
456,857 456,857 (456,857) -
(12,692,076) (12,692,076) 3,794,947 (8,897,129)
-
-
-
-
-
-
-
Total shareholders’ equity
(Unit: Baht)
369,405,170 1,873,955,420 296,015,000 296,015,000 (8,897,129) 7,376,099,226 1,530,117,033 8,906,216,259
3,338,090 1,504,550,250 -
- (533,477,075)
- (192,910,902) (192,910,902) - (533,477,075)
-
(12,235,219) 6,405,026,051 1,057,607,765 7,462,633,816
- (1,486,175,024) (869,951,740) (2,356,126,764)
(12,235,219) 7,891,201,075 1,927,559,505 9,818,760,580
Exchange differences Surplus on Equity on translation changes in Deficit from Total other Total equity attributable to Premium of financial value of changes in components of attributable to non-controlling Retained earnings on ordinary statements in available-for-sale shareholding of shareholders’ owners of interests of the shares Appropriated Unappropriated foreign currency investments subsidiary equity the Company subsidiaries
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
Statement of changes in shareholders’ equity
96 Statement of changes in shareholders’ equity
Annual Report 2013
“Ready for new Challenges”
Premium on ordinary shares
Balance as at 1 January 2013 - as previously reported 1,067,000,000 173,600,000 106,700,000 Cumulative effect of change in accounting policy for investment properties (Note 3.1) Cumulative effect of change in accounting policy for deferred tax (Note 3.2) Balance as at 1 January 2013 - as restated 1,067,000,000 173,600,000 106,700,000 Deficit on investments in subsidiary arising as a result of proceeds the investment in subsidiary at a price less than the net book value at the proceed date (Note 12) Dividend paid to non-controlling interests of the subsidiaries Dividend paid to the Company’s shareholders (Note 29) Total comprehensive income for the year Balance as at 31 December 2013 1,067,000,000 173,600,000 106,700,000 The accompanying notes are an integral part of the financial statements.
Issued and fully paid-up share capital
Equity attributable to owners of the Company Other components of equity
Consolidated financial statements
(8,897,129)
35,254,567 26,357,438
6,037,696,355
(586,817,670) 1,515,581,870 6,966,460,555
-
-
-
-
(9,986,717) (9,986,717) (12,170,522)
-
-
- (12,170,522)
-
-
-
(1,624,133,775) (48,077,073) 194,634,597
-
39,179,944
7,467,195,533
Equity Total equity attributable to attributable to non-controlling owners of interests of the the Company subsidiaries
Total shareholders’ equity
(Unit: Baht)
194,634,597
-
194,634,597
17,927,322
5,756,800
25,267,850 1,540,849,720 441,096,523 1,981,946,243 4,200,199 8,317,960,754 1,873,535,568 10,191,496,322
- (586,817,670)
- (115,605,310) (115,605,310)
(12,170,522) - (586,817,670)
-
(12,170,522)
(8,897,129) 7,376,099,226 1,530,117,033 8,906,216,259
-
(48,077,073) (1,672,210,848) (809,594,148) (2,481,804,996)
39,179,944 8,853,675,477 2,339,711,181 11,193,386,658
Other comprehensive income Exchange differences Surplus on on translation changes in Deficit from Total other of financial value of changes in components of Retained earnings statements in available-for-sale shareholding of shareholders’ Appropriated Unappropriated foreign currency investments subsidiary equity
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
Statement of changes in shareholders’ equity (continued)
Statement of changes in shareholders’ equity
97
Amata Corporation Public Company Limited
The accompanying notes are an integral part of the financial statements.
Balance as at 1 January 2013 - as previously reported Cumulative effect of change in accounting policy for investment properties (Note 3.1) Cumulative effect of change in accounting policy for deferred tax (Note 3.2) Balance as at 1 January 2013 - as restated Dividend paid to the Company’s shareholders (Note 29) Total comprehensive income for the year Balance as at 31 December 2013
Balance as at 1 January 2012 - as previously reported Cumulative effect of change in accounting policy for investment properties (Note 3.1) Balance as at 1 January 2012 - as restated Dividend paid to the Company’s shareholders (Note 29) Total comprehensive income for the year (restated) Balance as at 31 December 2012 - as restated
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
173,600,000 173,600,000 173,600,000
1,067,000,000 1,067,000,000
173,600,000 173,600,000
1,067,000,000 1,067,000,000 1,067,000,000
173,600,000
Premium on ordinary shares
1,067,000,000
Issued and fully paid-up share capital
106,700,000 106,700,000
-
106,700,000
106,700,000 106,700,000
106,700,000
Appropriated
194,634,597 2,966,475,490 (586,817,670) 927,300,961 3,306,958,781
(119,763,402)
2,891,604,295
(94,755,874) 2,733,609,522 (533,477,075) 766,343,043 2,966,475,490
2,828,365,396
Unappropriated
Retained earnings
Separate financial statements
194,634,597 4,313,775,490 (586,817,670) 927,300,961 4,654,258,781
(119,763,402)
4,238,904,295
(94,755,874) 4,080,909,522 (533,477,075) 766,343,043 4,313,775,490
4,175,665,396
Total shareholders’ equity
(Unit: Baht)
Statement of changes in shareholders’ equity (continued)
98 Statement of changes in shareholders’ equity
Annual Report 2013
Statement of cash flows
99
Statement of cash flows Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements Cash flows from operating activities Profit before income tax expenses Adjustments to reconcile profit before income tax expenses to net cash provided by (paid from) operating activities: Depreciation Amortisation Allowance for doubtful accounts Share of profit from investments in associates Gains on disposal of investment properties Losses on disposal of property, plant and equipment Allowance for impairment loss on long-term investment Unrealised losses (gains) on exchange Unrealised gains on fair value of derivatives Dividend income from investments in subsidiaries and associates Provision for long-term employee benefits Gains on revenue from right of way received from associates Gains on sales of real estate to associates Interest income Interest expenses
2013
2012 (Restated)
2013
2012 (Restated)
2,287,292,971
2,108,705,904
1,085,195,954
801,361,311
265,461,857 11,149,885 8,526,441
217,321,645 11,076,635 27,477
47,292,666 7,763,435 471,485
45,634,593 8,018,136 -
(99,466,145)
(120,146,979)
-
-
(8,769,950)
(95,078)
-
-
126,777
7,244,820
126,776
7,217,060
-
-
6,634,841 (11,211,395)
5,201,688
(569,880)
(2,473,473)
(543,103)
(1,981,743)
-
-
(490,545,134)
(375,802,599)
12,334,724
2,142,824
9,570,992
1,221,572
36,180,013
-
-
-
52,674,701 (96,285,927) 350,418,320
(121,583,981) 393,031,423
(9,126,860) 297,031,032
(5,084,620) 307,455,972
The accompanying notes are an integral part of the financial statements. â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
100
Statement of cash flows
Statement of cash flows (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements Profit from operating activities before changes in operating assets and liabilities Operating assets (increase) decrease Trade and other receivables Real estate development cost Other current assets Other non-current assets Operating liabilities increase (decrease) Trade and other payables Deposits and advances received from customers Other current liabilities Long-term deposits and advances received from customers Land rental received in advance Other non-current liabilities Cash from operating activities Cash paid for corporate income tax Net cash flows from operating activities
2013
2012 (Restated)
2013
2012 (Restated)
2,819,073,787
2,495,251,217
942,660,689
793,241,370
(227,490,237) 1,332,956,431 (52,078,973) (48,877,669)
(47,650,466) (605,008,935) (15,518,762) (66,661,011)
(135,233,529) 707,764,925 (13,772,987) (44,260,701)
10,430,844 (660,901,973) (4,089,440) (3,960,906)
10,467,964
207,178,866
12,236,511
13,098,100
(544,452,037) 12,912,564
1,354,144,742 6,210,980
(667,316,012) 10,493,132
790,709,558 1,056,327
20,337,115 22,791,630 50,198,472 3,395,839,047 (561,248,550) 2,834,590,497
17,854,116 71,888,572 49,863,502 3,467,552,821 (174,339,875) 3,293,212,946
33,835,795 1,491,973 847,899,796 (271,430,365) 576,469,431
42,339,599 1,354,236 983,277,715 (28,972,293) 954,305,422
The accompanying notes are an integral part of the financial statements. Amata Corporation Public Company Limited
Annual Report 2013
Statement of cash flows
101
Statement of cash flows (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements Cash flows from investing activities Interest income Increase in current investments - deposits at bank Cash receipt from repayment of short-term loans made to related companies Increase in short-term loans to related companies Increase in investments in subsidiaries Increase in investment in associates Dividend income from investments in subsidiaries and associates Purchase of investment properties Purchase of property, plant and equipment Proceeds from sales of investment properties Proceeds from sales of property, plant and equipment Deposit for purchase of land Purchases of land awaiting for future development Net cash used in investing activities
2013
2012 (Restated)
2013
2012 (Restated)
95,864,520
114,685,467
4,453,548
3,518,152
(574,643,448)
(151,797,060)
-
-
164,449,927
-
165,349,927
5,703,678
(164,449,927) (57,821,800)
(6,315,789)
(168,349,927) (56,321,800)
(48,882,217) (159,488,510) (6,315,789)
83,000,000 (567,262,937) (310,829,577) 18,212,000
82,000,000 (478,571,652) (390,817,393) 16,015,142
490,545,134 (71,806,572) -
375,802,599 (81,565,855) -
122,174 (250,025,292)
2,467,065 272,543,609
47,200 (58,029,125)
248,412 230,977,254
(1,521,389,777) (3,084,774,137)
(1,313,465,880) (1,853,256,491)
(686,119,544) (380,231,159)
(976,993,895) (656,996,171)
The accompanying notes are an integral part of the financial statements. â&#x20AC;&#x153;Ready for new Challengesâ&#x20AC;?
102
Statement of cash flows
Statement of cash flows (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
(Unit: Baht)
Consolidated financial statements Separate financial statements Cash flows from financing activities Interest expenses Increase (decrease) in bank overdrafts and short-term loans from banks Cash receipt from short-term loans from related parties Repayment of short-term loans from related parties Cash receipt from long-term loans Repayment of long-term loans Dividend paid to the Companyâ&#x20AC;&#x2122;s shareholders Dividend paid to non-controlling interests of the subsidiaries Cash receipt from proceeds the investment in subsidiary Cash receipt from non-controlling interests from increasing in share capital of the subsidiary Net cash used in financing activities Increase in translation adjustments Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
2013
2012 (Restated)
2013
2012 (Restated)
(347,903,226)
(392,376,897)
(291,740,650)
(304,735,239)
35,659,011
(288,828,196)
43,154,080
(283,418,199)
24,500,000
-
910,000,000
160,000,000
(24,500,000) 1,661,755,746 (1,097,175,557)
3,241,567,095 (3,104,647,080)
(410,000,000) 973,888,346 (937,935,557)
(168,000,000) 2,236,021,946 (1,337,244,446)
(586,817,670)
(693,434,330)
(586,817,670)
(693,434,330)
(115,605,310)
(192,910,902)
-
-
5,756,800
-
-
-
(444,330,206) 39,671,267
296,015,000 (1,134,615,310) 32,490,238
(299,451,451) -
(390,810,268) -
(654,842,579)
337,831,383
(103,213,179)
(93,501,017)
1,784,179,022 1,129,336,443
1,446,347,639 1,784,179,022
241,685,626 138,472,447
335,186,643 241,685,626
The accompanying notes are an integral part of the financial statements. Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
103
Notes to consolidated financial statements Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2013
1. Corporate information Amata Corporation Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand.
The Company is principally engaged in industrial estate development. The registered office of the Company is at 2126, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok.
2. Basis of preparation 2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Profession 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 and the following subsidiary companies (“the subsidiaries”): Country of Paid-up capital as at Company’s name Nature of business incorporation 31 December Percentage of shareholding Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Asia Ltd. “Ready for new Challenges”
2013 2012 Million Baht Million Baht
2013 Percent
2012 Percent
Industrial estate Thailand 450 450 development Factory construction Thailand 400 400 for rent Production, distribution Thailand 80 80 and treatment of water for industrial use Management service Thailand 15 15 in common area Holdings company Hong Kong 1 1 (Thousand HKD)
84
84
49
49
100
100
91
91
100
100
104
Notes to consolidated financial statements
Company’s name
Nature of business
Country of incorporation
Paid-up capital as at 31 December Percentage of shareholding 2013 2012 Million Baht Million Baht
Thai-Chinese Rayong Industry Realty Development Co., Ltd. (21% held by the Company and 30% held by Amata City Co., Ltd.) Amata VN Public Company Limited (2013: 44% held by the Company and 44% held by Amata Asia Ltd.) (2012: 44% held by the Company and 46% held by Amata Asia Ltd.) Amata (Vietnam) Joint Stock Company (70% held by Amata VN Public Company Limited)
2013 Percent
2012 Percent
Factory construction for rent
Thailand
500
500
46
46
Holding company
Thailand
384
384
88
90
Industrial estate development
Vietnam
365,996 365,996 (Million VND)
62
63
b) Subsidiaries are fully consolidated, 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 subsidiary companies 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 associates under the cost method, have been prepared solely for the benefit of the public.
3. Change in accounting policy for investment properties including land-use rights with infrastructure systems and the adjustment for deferred tax calculation 3.1 Change in accounting policy for investment properties including land-use rights with infrastructure systems According to TAS 40 (Revised 2009) Investment property, this accounting standard requires entities to choose to recognise investment property either under the cost model or the fair value model. The entities could reclassify and recognise investment property under operating leases to be investment property if that property is consistent with definition of investment property and the entity choose to recognise with the fair value model. During the current year, the Company and its subsidiaries change its accounting policy for investment properties including land-use rights with infrastructure systems of Amata (Vietnam) Joint Stock Company which is a subsidiary company in Vietnam, from the fair value model to the cost model in order to align the information presented in the financial statement with the information that the management used in making an economic decision. The Company and its subsidiaries has restated the prior year’s financial statements, presented as comparative information, to reflect the adjustment resulting from such change in accounting policy. Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
105
The Company presented the consolidated and separate statements of financial position as at 1 January 2012, presented as comparative information, using the same accounting policy as well. The Company and its subsidiaries are unable to determine the effect of the change in this accounting policy for the current year. The amount of significant adjustment affecting the statements of financial position and income are as follows: (Unit: Million Baht)
Consolidated statement of financial position
Assets Increase in real estate development costs Increase in other current assets Decrease in investment properties Decrease in deferred tax assets Increase (decrease) in other non-current assets Liabilities and shareholdersâ&#x20AC;&#x2122; equity Increase in other current liabilities Decrease in land rental received in advance Decrease in deferred tax liabilities Increase in other non-current liabilities Decrease in unappropriated retained earnings Decrease in other components of equity Decrease in non-controlling interests of the subsidiaries
Separate statement of financial position
As at 31 December 2012
As at 1 January 2012
As at 31 December 2012
As at 1 January 2012
358 43 (3,432) (70)
385 34 (3,224) (67)
(72) (47)
(42) (53)
46 (3,055)
(54) (2,926)
(119)
(95)
29 (2) (579) (21)
43 (41) (551) (21)
-
-
(1,624) (48)
(1,486) -
(119) -
(95) -
(810) (3,055)
(870) (2,926)
(119)
(95) (Unit: Million Baht)
Consolidated statement of income Separate statement of income For the year ended 31 December 2012 Increase in revenue from real estate sales Increase in revenue from rental Decrease in other income Increase in cost of real estate sales Increase in cost of rental Decrease in income tax expenses Decrease in other expenses Profit attributable to: Decrease in equity holders of the Company
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305 5 (267) 80 119 (25) (5)
(17) 14 (6) -
(138)
(25)
106
Notes to consolidated financial statements (Unit: Million Baht)
Consolidated statement of income Separate statement of income Increase in non-controlling interests of the subsidiaries 12 Basic earnings per share (Baht per share) Decrease in profit attributable to equity holders of the Company (0.13) (0.02) 3.2 The adjustment of deferred tax assets calculation During the current year, the Company found that deferred tax assets as at 31 December 2012 were understated by Baht 195 million because of the reclassification of revenue from promoted operations, which had the effect of increasing the profit of the Company for the year 2012 by Baht 195 million (0.18 Baht per share). The cumulative effect of the adjustment is separately shown in the statement of changes in shareholdersâ&#x20AC;&#x2122; equity.
4. New accounting standards Below is a summary of accounting standards that became effective in the current accounting year and those that will become
effective in the future. (a) Accounting standards that became effective in the current accounting year Accounting standards: TAS 12 Income Taxes TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates Financial Reporting Standard: TFRS 8 Operating Segments Accounting Standard Interpretations: TSIC 10 Government Assistance - No Specific Relation to Operating Activities TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets TSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders Accounting Treatment Guidance for Transfers of Financial Assets These accounting standards, financial reporting standard, accounting standard interpretations and accounting treatment guidance do not have any significant impact on the financial statements. However, during the third quarter of 2012 the Company and its subsidiaries have early adopted TAS 12 Income Taxes before the effective date. (b) Accounting standards that will become effective in the future Effective date Accounting Standards: TAS 1 (revised 2012) Presentation of Financial Statements 1 January 2014 TAS 7 (revised 2012) Statement of Cash Flows 1 January 2014 TAS 12 (revised 2012) Income Taxes 1 January 2014 TAS 17 (revised 2012) Leases 1 January 2014 TAS 18 (revised 2012) Revenue 1 January 2014 TAS 19 (revised 2012) Employee Benefits 1 January 2014 TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates 1 January 2014 TAS 24 (revised 2012) Related Party Disclosures 1 January 2014 TAS 28 (revised 2012) Investments in Associates 1 January 2014
Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
107
Effective date 1 January 2014 1 January 2014 1 January 2014
TAS 31 (revised 2012) Interests in Joint Ventures TAS 34 (revised 2012) Interim Financial Reporting TAS 38 (revised 2012) Intangible Assets Financial Reporting Standards: TFRS 2 (revised 2012) Share-based Payment 1 January 2014 TFRS 3 (revised 2012) Business Combinations 1 January 2014 TFRS 4 Insurance Contracts 1 January 2016 TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued Operations 1 January 2014 TFRS 8 (revised 2012) Operating Segments 1 January 2014 Accounting Standard Interpretations: TSIC 15 Operating Leases - Incentives 1 January 2014 TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form 1 January 2014 of a Lease TSIC 29 Service Concession Arrangements: Disclosures 1 January 2014 TSIC 32 Intangible Assets - Web Site Costs 1 January 2014 Financial Reporting Standard Interpretations: TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar 1 January 2014 Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease 1 January 2014 TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and 1 January 2014 Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial 1 January 2014 Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment 1 January 2014 TFRIC 12 Service Concession Arrangements 1 January 2014 TFRIC 13 Customer Loyalty Programmes 1 January 2014 TFRIC 17 Distributions of Non-cash Assets to Owners 1 January 2014 TFRIC 18 Transfers of Assets from Customers 1 January 2014 The Company and its subsidiaries’ management believe that these accounting standards, financial reporting standard, accounting standard interpretations and financial reporting standards interpretations will not have any significant impact on the financial statements for the year when they are initially applied.
5. Significant accounting policies 5.1 Revenue recognition a) Revenue from sales of real estate and land use rights with infrastructure systems Revenue from sales of real estate and land-use rights with infrastructure systems (presented under the caption of “Revenue from real estate sales” in the consolidated financial statements) are recognised as revenue in full when the significant risks and rewards of ownership are passed to the buyer. b) Sales of water Sales of tap water and raw water, which are included in revenue from utility services, are recognised when water is delivered to customers.
“Ready for new Challenges”
108
Notes to consolidated financial statements
c) Rendering of services Service revenues, which include waste water treatment and management of common areas of the industrial estates, which are included in revenue from utility services, are recognised when services have been rendered taking into account the stage of completion. d) Rental income Rental income which consists of land rental, rental of office building and factory building is recognised as an income on straight-line basis over the lease term. e) Dividends Dividends are recognised when the right to receive the dividends is established. f) Interest income Interest income is recognised on an accrual basis based on the effective interest rate. 5.2 Cost of real estate sales and land-use rights with infrastructure systems In determining the costs of real estate sales and land-use rights with infrastructure systems (presented under the caption of “cost of real estate sales” in the consolidated financial statements), anticipated total development costs are attributed to units already sold on the basis of the salable area. 5.3 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 from the date of acquisition and not subject to withdrawal restrictions. 5.4 Trade and other receivables Trade and other receivables 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 experience and analysis of debt aging. 5.5 Real estate development costs and costs of land-use rights with infrastructure systems Real estate development costs and costs of land-use rights with infrastructure systems (presented under the caption of “Real estate development costs” in the consolidated financial statements) are valued at the lower of specific cost and net realisable value. Cost included cost of land and expenses directly related to real estate development. 5.6 Investments a) Investments in associates are accounted for in the consolidated financial statements using the equity method. b) Investments in subsidiaries and associates are accounted for in the separate financial statements using the cost method. The weighted average method is used for computation of the cost of investments. In the event the Company and its subsidiaries reclassifies 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 are recorded in profit or loss or recorded as other components of shareholders’ equity, depending on the type of investment that is reclassified. 5.7 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). Depreciation of investment properties is calculated by reference to their costs on the straight-line basis over estimated useful lives of 5 - 44 years. Depreciation of the investment properties is included in determining income. Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
109
On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in the income statement in the year when the asset is derecognised. 5.8 Property, plant and equipment/Depreciation Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment (if any). Depreciation of buildings and equipment is calculated by reference to their costs on the straight-line basis over the following estimated useful lives: Land improvement 5, 20 years Buildings 3 - 40 years Fixtures and equipment 3 - 20 years Utility systems 2 - 20 years Motor vehicles 5 - 15 years Other assets 5, 20 years Depreciation is included in determining income. No depreciation is provided on land and assets under construction. 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 the income statement when the asset is derecognised. 5.9 Land awaiting for future development Land awaiting for future development is valued at the lower of specific cost and net realisable value. Cost included costs of land. 5.10 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries, whether directly or indirectly, or which are under common control with the Company and its subsidiaries. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company and its subsidiaries that gives them significant influence over the Company and its subsidiaries, key management personnel, directors, and officers with authority in the planning and direction of the Company and its subsidiaries’ operations. 5.11 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 the income statement over the lease period. The assets acquired under finance leases is depreciated over the useful life of the leased assets Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are classified as operating lease. Operating lease payments are recognised as an expense in the income statement on a straight line basis over the lease term. 5.12 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.
“Ready for new Challenges”
110
Notes to consolidated financial statements
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 end of reporting period. Gains and losses on exchange are included in the income statement. 5.13 Impairment of assets At the end of each reporting period, the Company and its subsidiaries performs 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 assetâ&#x20AC;&#x2122;s fair value less costs to sell and its value in use, is less than the carrying amount. An impairment loss is recognised in the income statement. 5.14 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 fundâ&#x20AC;&#x2122;s assets are held in a separate trust fund and the contributions of the Company and its subsidiaries are recognised as expenses when incurred. Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments it 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 based on actuarial techniques, using the projected unit credit method. Actuarial gains and losses arising from post-employment benefits are recognised immediately in the income statement. 5.15 Provisions Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 5.16 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rate enacted at the end of the reporting period. The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while 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. Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
111
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 asset to be utilised. The Company and its subsidiaries record deferred tax directly to equity if the tax relates to items that are recorded directly to shareholdersâ&#x20AC;&#x2122; equity.
6. Significant accounting judgments and estimates
The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgments 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 judgement regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Property plant and equipment investment properties and 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 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 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. 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 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.
7. Related party transactions
The followings are relationships with enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. Name of entities Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Asia Limited Thai-Chinese Rayong Industrial Realty Development Co., Ltd.
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Nature of relationships Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company
112
Notes to consolidated financial statements
Name of entities Amata VN Public Company Limited Amata B.Grimm Power Limited Amata Natural Gas Distribution Co., Ltd. Via Logistics Co., Ltd. Amata Development Co., Ltd. Strategic Engineering & Advance Logistics Services (Thailand) Co., Ltd. Amata B.Grimm Power 1 Limited Amata B.Grimm Power 2 Limited
Nature of relationships Subsidiary company Associated company Associated company Associated company Associated company
Associated company of Amata Facility Services Co., Ltd. Subsidiary of Amata B.Grimm Power Limited Subsidiary of Amata B.Grimm Power Limited Subsidiary of Amata B.Grimm Power Limited and 10% held Amata B.Grimm Power 3 Limited by the Company Subsidiary of Amata B.Grimm Power Limited and 20% held Amata B.Grimm Power 4 Limited by the Company Subsidiary of Amata B.Grimm Power Limited and 20% held Amata B.Grimm Power 5 Limited by the Company Subsidiary of Amata B.Grimm Power Limited and 10% held Amata Power (Bien Hoa) Limited by Amata (Vietnam) Joint Stock Company Subsidiary of Amata B.Grimm Power Limited and 8% held Amata B.Grimm Power (Rayong) 1 Limited by Amata City Co., Ltd. Subsidiary of Amata B.Grimm Power Limited and 8% held Amata B.Grimm Power (Rayong) 2 Limited by Amata City Co., Ltd. Thai-Chinese Rayong Industrial Service Co., Ltd. Common directors Vibharam Hospital (Amata Nakorn) Co., Ltd. Common directors (2012: associated company) Family members are of major shareholders of the Company Kromadit Corp Co.,Ltd. are directors Charity managed by the Companyâ&#x20AC;&#x2122;s major shareholders and Amata Foundation directors Family members of major shareholders of the Company are Kromadit Park Co., Ltd. directors During 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 and those related parties. (Unit: Million Baht)
Consolidated Separate financial statements financial statements 2013
2012
2013
Transactions with subsidiary companies (eliminated from the consolidated financial statements) Revenue from real estate sales Utility and rental income Interest income
-
-
28.3 4.7
Utility expenses Interest expenses
-
-
44.1 11.2
Amata Corporation Public Company Limited
Transfer pricing policy
2012
223.4 Market price 26.2 Market price or contract price 4.0 LIBOR+1% per annum and 5.25% per annum 25.3 Contract price or as agreed upon 0.3 2.5% - 3.5% per annum Annual Report 2013
Notes to consolidated financial statements
113
(Unit: Million Baht)
Consolidated Separate financial statements financial statements 2013
2012
2013
Transfer pricing policy
2012
Transactions with associated companies Revenue from real estate sales 243.6 243.6 - Market price Revenue from rights of way 134.0 134.0 - Contract price Utility and rental income 112.7 82.8 2.5 2.5 Market price or contract price Interest income 3.8 3.8 - 6.5% per annum Electricity expenses and other expenses 40.0 36.3 1.0 1.7 Market price or contract price Transactions with related parties Revenue from real estate sales 80.1 46.5 19.3 - Market price As at 31 December 2013 and 2012, the balances of the accounts between the Company and those related companies are as follows: (Unit: Million Baht)
Consolidated financial statements Other receivables - related parties (Note 10) Subsidiary companies (eliminated from the consolidated financial statements) Amata Asia Ltd. Amata Water Co., Ltd. Amata VN Public Co., Ltd. Others Associated companies Amata Natural Gas Distribution Co., Ltd. Amata B.Grimm Power 1 Limited Amata B.Grimm Power 2 Limited Amata B.Grimm Power 3 Limited Amata B.Grimm Power 4 Limited Amata B.Grimm Power 5 Limited Amata B.Grimm Power (Rayong) 1 Limited Amata B.Grimm Power (Rayong) 2 Limited Total
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Separate financial statements
2013
2012
2013
2012
-
-
7 1 8
2 1 1 1 5
14 3 2 2 70 70 2 2 165 165
5 4 2 2 13 13
70 70 140 148
5
114
Notes to consolidated financial statements
(Unit: Million Baht)
Consolidated financial statements
Separate financial statements
2013
2012
2013
2012
71 71
66 66
-
-
-
-
16 5 1 22
3 1 4
2 2
1 1 2 4
-
1 1
2
65 69
22
5
-
-
38 16 54
16 16
Total
42 33 75 75
36 28 64 64
42 33 75 129
36 28 64 80
Land rental received in advance - related parties Associated companies Via Logistics Co., Ltd. Amata Natural Gas Distribution Co., Ltd. Total
25 13 28
26 14 40
25 10 35
26 11 37
Prepaid land rental - related party Kromadit Corp Co., Ltd. Total Other payables - related parties (Note 18) Subsidiary companies (eliminated from the consolidated financial statements) Amata Facility Services Co., Ltd. Amata City Co., Ltd. Others Associated companies Amata B.Grimm Power Limited Amata B.Grimm Power 1 Limited Amata B.Grimm Power 2 Limited
Related party Kromadit Corp Co., Ltd. Total Advances received for purchase of land - related parties Subsidiary companies (eliminated from the consolidated financial statements) Amata Summit Ready Built Co., Ltd. Amata Water Co., Ltd. Related parties Kromadit Corp Co., Ltd. Amata Foundation
Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
115
Loans to and loans from between the Company, its subsidiaries and related companies As at 31 December 2013 and 2012, the balance of loans to and loans from between the Company, its subsidiaries and related companies and the movements are as follows: (Unit: Million Baht)
Consolidated financial statements During the year
Balance as at 31 December 2012
Increase
Decrease
Balance as at 31 December 2013
Short-term loan to related party Amata B.Grimm Power Limited
-
164
(164)
-
Short-term loan from related party Thai-Chinese Rayong Industrial Service Co., Ltd.
-
25
(25)
(Unit: Million Baht)
Separate financial statements Balance as at 31 December 2012
During the year Increase
Unrealised gains Balance as at Decrease on exchange 31 December 2013
Short-term loans to related parties Subsidiary companies Amata Asia Limited 150 11 161 Amata VN Plc. 4 (1) 3 Related company Amata B.Grimm Power Limited 164 (164) Total 150 168 (165) 11 164 Short-term loan from subsidiary companies Amata City Co., Ltd. 885 (410) 475 Amata Facility Services Co., Ltd. 25 25 Total 910 (410) 500 Directors and managementâ&#x20AC;&#x2122;s benefits During the years ended 31 December 2013 and 2012, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below. (Unit: Million Baht)
Consolidated financial statements Short-term employee benefits Post-employment benefits Total
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Separate financial statements
2013
2012
2013
2012
118 3 121
89 3 92
62 2 64
55 3 58
116
Notes to consolidated financial statements
Guarantee obligations with related parties The Company has outstanding guarantee obligations with its related parties, as described in Note 30.2 (1) and 30.2 (2) to the financial statements.
8. Cash and cash equivalents (Unit: Million Baht)
Consolidated financial statements Cash Bank deposits Total
Separate financial statements
2013
2012
2013
2012
8 1,121 1,129
1 1,783 1,784
138 138
242 242
9. Current investments - deposit at banks The balance represents deposits at banks of the subsidiary in Vietnam with terms of 3 months to 1 year and earning interest at rates between 1.8% and 7.5% per annum (2012: 3.9% - 9% per annum).
10. Trade and other receivables The outstanding balances of trade and other receivables as at 31 December 2013 and 2012 are as follows: (Unit: Million Baht)
Consolidated financial statements Trade receivables - unrelated parties Other receivables - related parties (Note 7) Other receivables - unrelated parties Total Less: Allowance for doubtful debts Trade and other receivables - net
Separate financial statements
2013
2012
2013
2012
221 165 132 518 (10) 508
165 13 88 266 (2) 264
148 47 195 195
5 31 36 36
The balances of trade receivables as at 31 December 2013 and 2012, aged on the basis of due dates, are summarised below. (Unit: Million Baht)
Consolidated financial statements Age of receivables Not yet due Past due Up to 3 months Longer than 3 - 9 months Longer than 9 - 12 months Longer than over 12 months Total Less: Allowance for doubtful debts Trade receivables - net
Amata Corporation Public Company Limited
Separate financial statements
2013
2012
2013
2012
180
134
-
-
35 2 1 3 221 (10) 211
25 4 2 165 (2) 163
-
-
Annual Report 2013
Notes to consolidated financial statements
117
11. Real estate development costs Included in the balance as at 31 December 2013 is a part of the real estate development costs of Amata City Co., Ltd. amounting to Baht 100 million (2012: Baht 97 million), of which ownership has yet to be transferred from the seller to this company.
12. Investments in subsidiaries Details of investments in subsidiaries as presented in the separate financial statements are as follows: (Unit: Million Baht)
Company’s name Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata VN Public Co., Ltd. Amata (Vietnam) Joint Stock Company Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Asia Limited Total
Cost
Dividends received during the year
2013
2012
2013
2012
371 196 135 105 80 14 901
371 196 135 105 80 14 901
188 203 14 3 408
226 52 15 1 294
12.1 On 27 February 2013, a meeting of Amata Asia Limited’s Board of Directors passed a resolution approving the sale of 11,537,600 shares in Amata VN Plc. with a par value of Baht 0.5 each to the directors, executives, and employees of the Company, Amata VN Plc. and Amata (Vietnam) Joint Stock Company, at a selling price of Baht 0.5 per share, totaling Baht 5.8 million. As a result, the shareholding of the Company and its subsidiaries in Amata VN Plc. decreased from 90% to 88%. The Company recorded the difference between the net book value of the investment and the selling price, amounting to Baht 12 million, under the caption of “Deficit from change in shareholding of subsidiary” in other components of equity. 12.2 On 24 September 2012, a meeting of the Company’s Board of Directors passed a resolution approving the restructuring of shareholding in certain subsidiaries, as summarised below. 1. Approved the Company and its subsidiaries’ subscription to 34,521,109 newly issued shares of Amata VN Public Company Limited (“VN”) with a par value of 10 Baht each whereby the Company and its subsidiaries will make settlement for the additional shares with 23,013,753 shares that they hold in Amata (Vietnam) Joint Stock Company (“AVN”) with a par value of 10,000 Dong, or equivalent to Baht 15, per share. The swap ratio is approximately 1.5 newly issued shares of VN per 1 share of AVN (“Share Swap”). 2. Approved the Company’s purchase of all 548,851 shares in VN held by Amata Water Co., Ltd. after the Share Swap, at Baht 10 per share, or a total of Baht 5 million. In addition to the Share Swap by the Company and its subsidiaries, other minority shareholders of AVN, altogether holding 7.12% of total registered share capital of AVN, will also swap their shares for newly issued shares of VN. Therefore, after completion of the restructuring of shareholding, the Company and its subsidiary will hold 89.83% of the total registered capital of VN and VN will become a subsidiary of the Company and the major shareholder of AVN, holding 70% of its registered share capital.
“Ready for new Challenges”
118
Notes to consolidated financial statements
13. Investments in associates 13.1 Details of associates: (Unit: Million Baht)
Consolidated financial statements Companyâ&#x20AC;&#x2122;s name
Country of incorporation Shareholding percentage
(Nature of business)
Amata B.Grimm Power Limited (Produce and distribution for electricity) Amata Natural Gas Distribution Co., Ltd. (Produce and distribution the natural gas) Amata B.Grimm Power 3 Limited (Produce and distribution for electricity) Amata Power (Bien Hoa) Limited (Power station in Vietnam) Amata B.Grimm Power (Rayong) 1 Limited (Produce and distribution for electricity) Amata B.Grimm Power (Rayong) 2 Limited (Produce and distribution for electricity) Via Logistics Co., Ltd. (Logistic services) Amata B.Grimm Power 4 Limited (Produce and distribution for electricity) Amata B.Grimm Power 5 Limited (Produce and distribution for electricity) Vibharam Hospital (Amata Nakorn) Co., Ltd. (Medical services) Strategic Engineering & Advance Logistics Services (Thailand) Co., Ltd. (Business consultant and service agent) Amata Development Co., Ltd. (Sale and lease of property) Total
2013
2012
(%)
(%)
Thai
14
Thai
Carrying amounts based on equity method
Cost 2013
2012
2013
2012
14
227
227
736
772
20
20
184
184
196
192
Thai
18
18
140
140
168
147
Vietnam
14
14
100
100
114
104
Thai
15
15
100
100
92
100
Thai
15
15
100
100
89
100
Thai
21
21
36
36
18
24
Thai
27
-
28
-
-
-
Thai
27
-
28
-
-
-
Thai
-
21
-
21
-
20
Thai
23
-
2
-
3
-
Thai
43
43
945
908
1,416
1,459
Amata Corporation Public Company Limited
Annual Report 2013
119
Notes to consolidated financial statements
(Unit: Million Baht)
Separate financial statements Company’s name
Country of incorporation
(Nature of business)
Amata B.Grimm Power Limited (Produce and distribution for electricity) Amata Natural Gas Distribution Co., Ltd. (Produce and distribution the natural gas) Amata B.Grimm Power 3 Limited (Produce and distribution for electricity) Amata B.Grimm Power 4 Limited (Produce and distribution for electricity) Amata B.Grimm Power 5 Limited (Produce and distribution for electricity) Via Logistics Co., Ltd. (Logistic services) Vibharam Hospital (Amata Nakorn) Co., Ltd. (Medical services) Amata Development Co., Ltd. (Sale and lease of property) Total
Shareholding percentage 2013
2012
(%)
(%)
Thai
14
Thai
Allowance for Carrying amounts impairment based on cost of investments method - net
Cost 2013
2012
2013
2012
2013
2012
14
227
227
-
-
227
227
20
20
184
184
-
-
184
184
Thai
10
10
140
140
-
-
140
140
Thai
20
-
28
-
-
-
28
-
Thai
20
-
28
-
-
-
28
-
Thai
21
21
36
36
(16)
(10)
20
26
Thai
-
21
-
21
-
(1)
-
20
Thai
43
43
643
608
(16)
(11)
627
597
The Company has recorded its investment in Amata B. Grimm Power Limited, in which the Company’s shareholding is 14%, as investments in associates. This is because the Company’s management has considered that the Company has significant influence over this company as it has representatives in the Board of Directors of this company and takes part in making operating policy decisions. During the current year, the Company invested Baht 28 million each in Amata B.Grimm Power 4 Limited and Amata B.Grimm Power 5 Limited, represented 20% of the registered share capital of those companies, and Amata Facility Services Company Limited invested Baht 2 million in Strategic Engineering & Advance Logistics Services (Thailand) Company Limited, representing 25% of its registered share capital. In 2013, Vibharam Hospital (Amata Nakorn) Co., Ltd., an associated company in which the Company holds 21% of registered share capital, passed a resolution to increase its registered share capital from Baht 100 million to Baht 500 million. However, on 12 November 2013, a meeting of the Board of Directors of the Company passed a resolution to maintain the number of shares it held (and not to increase its holding proportionately). As a result, the shareholding of the Company in this company decreased to 4% of its registered capital, and the Company reclassified the investment in this company to other investments (presented under the caption of non-current assets).
“Ready for new Challenges”
120
Notes to consolidated financial statements
13.2 Share of profit/loss and dividend received During the years, the Company recognised its share of profit/loss from investments in associated companies in the consolidated financial statements and dividend income in the separate financial statements as follows: (Unit: Million Baht)
Consolidated financial statements Share of profit/(loss) from investments in associates during the years Companyâ&#x20AC;&#x2122;s name
Amata B.Grimm Power Limited Amata Natural Gas Distribution Co., Ltd. Amata B.Grimm Power 3 Limited Amata Power (Bien Hoa) Limited Amata B.Grimm Power (Rayong) 1 Limited Amata B.Grimm Power (Rayong) 2 Limited Amata B.Grimm Power 4 Limited Amata B.Grimm Power 5 Limited Via Logistics Co., Ltd. Strategic Engineering & Advance Logistics Service (Thailand) Co., Ltd. Total
Amata Corporation Public Company Limited
Separate financial statements Dividend received during the years
2013
2012
2013
2012
11 87 21 9 (8) (11) (3) (2) (6)
40 80 10 (5) (5)
83 -
82 -
1 99
120
83
82
Annual Report 2013
1,645 160 1,400 140 140 4 6 142 68 1,250 1,250 -
Strategic Engineering & Advance Logistics Service (Thailand) Co., Ltd. Via Logistics Co., Ltd. Amata Development Co., Ltd. Amata B.Grimm Power (Rayong) 1 Limited Amata B.Grimm Power (Rayong) 2 Limited Vibharam Hospital (Amata Nakorn) Co., Ltd.
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142 68 1,250 1,250 100
1,645 160 1,400 4 (Million USD) 14 405 36 5,771 5,632 -
32,054 1,135 6,115 1,395 763 367 396 36 2,649 2,852 139
20,820 900 5,825 275
2012
2013
2013
2012
Total assets as at 31 December
Paid-up capital as at 31 December
Amata B.Grimm Power Limited Amata Natural Gas Distribution Co., Ltd. Amata B.Grimm Power 3 Limited Amata B.Grimm Power 4 Limited Amata B.Grimm Power 5 Limited Amata Power (Bien Hoa) Limited
Company’s name
13.3 Summarised financial information of associates Financial information of the associated companies is summarised below.
4 310 16 4,621 4,515 -
24,600 573 4,461 1,270 635 25
2013
273 19 2,200 3,402 3
14,023 358 4,776 25
2012
29 736 17 377 1,213 -
15,678 2,778 3,379 815
2013
549 13 -
9,520 2,443 828 662
2012
Total liabilities Total revenuesfor the as at 31 December year ended 31 December
4 (27) 3 (76) (110) -
112 435 205 (13) (11) 60
2013
(20) 1 (13) (17) (1)
325 398 101 12
2012
Net profit (loss) for the year ended 31 December
(Unit: Million Baht)
Notes to consolidated financial statements
121
122
Notes to consolidated financial statements
14. Investment properties
The net book value of investment properties as at 31 December 2013 and 2012, and 1 January 2012 is presented below. (Unit: Million Baht)
Consolidated financial statements As at 31 December 2013: Cost Less: Accumulated depreciation Net book value As at 31 December 2012: Cost Less: Accumulated depreciation Net book value As at 1 January 2012: Cost Less: Accumulated depreciation Net book value
Land
Buildings for rent
Buildings under construction
575 575
2,871 (622) 2,249
118 118
3,564 (622) 2,942
590 590
2,132 (466) 1,666
179 179
2,901 (466) 2,435
446 446
1,837 (351) 1,486
4 4
2,287 (351) 1,936
Total
(Unit: Million Baht)
Separate financial statements As at 31 December 2013: Cost Less: Accumulated depreciation Net book value As at 31 December 2012: Cost Less: Accumulated depreciation Net book value As at 1 January 2012: Cost Less: Accumulated depreciation Net book value
Land
Buildings for rent
Buildings under construction
Total
258 258
289 (71) 218
-
547 (71) 476
258 258
289 (56) 233
-
547 (56) 491
212 212
289 (41) 248
-
501 (41) 460
Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
123
A reconciliation of the net book value of investment properties for the years 2013 and 2012 is presented below. (Unit: Million Baht)
Consolidated financial statements Net book value at beginning of year Acquisition of assets Transfers Depreciation charged Disposals Translation adjustments Net book value at end of year
Separate financial statements
2013
2012
2013
2012
2,435 567 87 (149) (10) 12 2,942
1,936 479 154 (118) (16) 2,435
491 (15) 476
460 46 (15) 491
The fair value of the investment properties as at 31 December 2013 and 2012 stated below: (Unit: Million Baht)
Consolidated financial statements 2013
2012
Separate financial statements 2013
2012
Land, factory and office buildings for rent 6,259 4,575 565 564 The fair value is estimated by independent appraisers. The fair value of property is not determined on the basis of market price due to the particular nature of the property and a lack of comparative information. The independent appraisers therefore used standard models to estimate the value of investment properties, such as the direct comparison method, discounted cash flow approach and the direct return estimation method, etc. As at 31 December 2013, Amata Summit Ready Built Co., Ltd. has pledged its investment properties amounting to Baht 1,709 million (2012: 1,648 million Baht) as collateral against its long-term loans as described in the Note 19 to the financial statements.
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Amata Corporation Public Company Limited
46 20 66 66
Land
39 39 39
Land improvement
472 3 (24) 76 527 2 (1) 104 6 638
Buildings
Accumulated depreciation: 1 January 2012 11 181 Depreciation for the year 6 36 Depreciation on disposals (16) 31 December 2012 17 201 Depreciation for the year 7 46 Depreciation on disposals (1) Translation adjustments 2 31 December 2013 24 248 Net book value: 31 December 2012 66 22 326 31 December 2013 66 15 390 Depreciation for the year 2012 (Baht 59 million included in utility cost, and the balance in administrative expenses) 2013 (Baht 76 million included in utility cost, and the balance in administrative expenses)
Cost: 1 January 2012 Additions Disposals Transfers in (Transfers out) 31 December 2012 Additions Disposals Transfers in (Transfers out) Translation adjustments 31 December 2013
15. Property, plant and equipment
367 40 407 42 449 224 308
43 76
551 3 77 631 126 757
Utility system
111 13 (18) 106 15 (3) 118
140 23 (18) 4 149 51 (3) (3) 194
Furniture and equipment
20 15
47 4 (7) 44 6 (2) 48
57 14 (7) 64 1 (2) 63
Motor vehicles
Consolidated financial statements
2
17 17 17
17 17 2 19
Other assets
348 321
-
160 348 (2) (158) 348 255 (284) 2 321
Assets under construction
99 116
1,049 1,193
734 99 (41) 792 116 (6) 2 904
1,482 391 (51) 19 1,841 311 (6) (57) 8 2,097
Total
(Unit: Million Baht)
124 Notes to consolidated financial statements
Annual Report 2013
Cost: 1 January 2012 Additions Disposals Transfers in (Transfers out) 31 December 2012 Additions Disposals Transfers in (Transfers out) 31 December 2013 Accumulated depreciation: 1 January 2012 Depreciation for the year Depreciation on disposals 31 December 2012 Depreciation for the year Depreciation on disposals 31 December 2013 Net book value: 31 December 2012 31 December 2013 Depreciation for the year 2012 (included in administrative expenses) 2013 (included in administrative expenses) 35 35 35 10 6 16 6 22 19 13
34 34
Land improvement
19 15 34 34
Land
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57 87
33 4 (16) 21 5 26
101 (23) 78 1 34 113
Buildings
30 31
81 9 (15) 75 10 (1) 84
102 15 (15) 3 105 11 (2) 1 115
Furniture and equipment
17 16
79 10 89 10 99
104 2 106 9 115
Utility system
4 3
28 2 (5) 25 1 (2) 24
34 (5) 29 (2) 27
Motor vehicles
Separate financial statements
2
17 17 17
17 17 3 (1) 19
Other assets
67 81
-
6 64 (3) 67 58 (44) 81
Assets under construction
31 32
228 267
248 31 (36) 243 32 (3) 272
418 81 (43) 15 471 73 (5) 539
Total
(Unit: Million Baht)
Notes to consolidated financial statements
125
126
Notes to consolidated financial statements
As at 31 December 2013, certain buildings and equipment items of the Company and its subsidiaries have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 485 million and the Company only of Baht 193 million (2012: Baht 435 million and Baht 166 million, respectively).
16. Land awaiting for future development
Included in the balance as at 31 December 2013 is a part of the land awaiting for future development of the Company and its subsidiary amounting to Baht 414 million and the Company only of Baht 38 million (2012: Baht 303 million and Baht 35 million, respectively), of which ownership has yet to be transferred from the seller to the Company and its subsidiary.
17. Bank overdrafts and short-term loans from banks (Unit: Million Baht)
Interest rate (percent per annum) Consolidated financial statements Bank overdrafts Short-term loans from banks Total
MOR-1.00% -MOR 3.40 - 4.00%
Separate financial statements
2013
2012
2013
2012
67 842 909
17 857 874
64 842 906
6 857 863
18. Trade and other payables The outstanding balances of trade and other payables as at 31 December 2013 and 2012 are as follows: (Unit: Million Baht)
Consolidated financial statements Trade payables - unrelated parties Other payables - related parties (Note 7) Other payables - unrelated parties Total
Separate financial statements
2013
2012
2013
2012
304 2 338 644
253 69 305 627
22 122 144
5 118 123
19. Long-term loans These represent various long-term loans which the Company and its subsidiaries have obtained from banks. (Unit: Million Baht)
Consolidated financial statements Amata Corporation Plc. Amata Summit Ready Built Co., Ltd. Amata City Co., Ltd. Amata Water Co., Ltd. Total Less: Current portion Long-term loans - net of current portion
Amata Corporation Public Company Limited
Separate financial statements
2013
2012
2013
2012
5,096 1,252 360 65 6,773 (1,387) 5,386
5,060 1,105 44 6,209 (1,100) 5,109
5,096 5,096 (1,102) 3,994
5,060 5,060 (959) 4,101
Annual Report 2013
Notes to consolidated financial statements
127
Movements in the long-term loans account during the year ended 31 December 2013 are summarised below. (Unit: Million Baht)
Consolidated financial statements Separate financial statements Balance as at 31 December 2012 6,209 5,060 Add: Additional borrowings 1,661 974 Less: Repayment (1,097) (938) Balance as at 31 December 2013 6,773 5,096 The Company As at 31 December 2013, the Company’s long-term loans from banks comprise credit facilities totaling Baht 4,858 million (2012: Baht 8,620 million) under numerous agreements. Most of these loans carried interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in quarter and interest is to be paid in every month. Full settlement of these loans is to be made within October 2015 to November 2018 (2012: April 2013 to May 2018). Subsidiaries As at 31 December 2013, the subsidiaries’ long-term loans from banks comprise credit facilities totaling Baht 7,591 million (2012: Baht 2,776 million) under numerous agreements. Most of these loans carried interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in every quarter and interest is to be paid in every month. Full settlement of these loans is to be made within March 2016 to September 2022 (2012: December 2015 to December 2020). Some of the loan agreements stipulated certain covenants which, among other things, require the Company and its subsidiaries to maintain certain debt to equity and debt service coverage ratios, and the Company and its subsidiaries agreed not to mortgage or otherwise encumber the land with any other parties throughout the loan periods. As at 31 December 2013, the long-term credit facilities of the Company and its subsidiaries which have not yet been drawn down amounted to Baht 4,521 million and of the Company only of Baht 243 million (2012: Baht 2,637 million and Baht 806 million, respectively).
20. Statutory reserve
Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution. At present, the statutory reserve has fully been set aside.
21. Revenue from rights of way
In current year, the Company had revenue from Amata B.Grimm Power 4 Limited, and Amata B.Grimm Power 5 Limited for the rights of way granted to enable them to construct transmission lines and laying down pipes along the roads in the Company’s industrial estate amounting to Baht 67 million each. The rights carry no expiration date.
22. Revenue from forfeiture of advance received from customer
In 2012, Amata City Co., Ltd. a subsidiary, forfeited an advance received from a customer who breached a land sales and purchase agreement with the subsidiary. The subsidiary recorded this under the caption of “Revenue from forfeiture of advance received from customer” in the income statement.
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128
Notes to consolidated financial statements
23. Income tax
Income tax expenses for the years ended 31 December 2013 and 2012 are made up as follows: (Unit: Million Baht)
Consolidated financial statements Current income tax: Current income tax for the year Adjustment in respect of current income tax of previous year Deferred tax: Related to origination and reversal of temporary differences Income tax expenses reported in the income statements
Separate financial statements
2013
2012 (Restated)
2013
2012 (Restated)
247 5
452 38
-
209 38
107 359
(175) 315
158 158
(212) 35
Reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rate for the years ended 31 December 2013 and 2012. (Unit: Million Baht)
Consolidated financial statements 2013
Accounting income before tax Applicable tax rate Accounting income before tax multiplied by applicable tax rate Adjustment in respect of current income tax of previous year Tax effect of income and expense that are not taxable income or not deductible in determining taxable profit Income tax expenses reported in the income statements
Separate financial statements
2012 (Restated)
2013
2012 (Restated)
2,287 2,109 16.5%, 20%, 25% 16.5%, 23%, 25%
1,085 20%
801 23%
Amata Corporation Public Company Limited
633
591
217
184
5
38
-
38
(279)
(314)
(59)
(187)
359
315
158
35
Annual Report 2013
Notes to consolidated financial statements
129
The components of deferred tax assets and liabilities in the statements of financial position are as follows: (Unit: Million Baht)
Consolidated financial statements
Deferred tax assets (liabilities) Deposits and advances received from customers Unused tax loss Revenue from rights of way Provision for long-term employee benefits Revenue received in advance Others Total Presented as Deferred tax assets Deferred tax liabilities Total
Separate financial statements
As at 31 December 2013
As at 31 December 2012 (Restated)
As at 1 January 2012 (Restated)
As at 31 December 2013
As at 31 December 2012 (Restated)
As at 1 January 2012 (Restated)
189 57 (48)
329 (25)
115 (28)
43 57 (33)
235 (8)
24 (9)
5 (222) 37 18
4 (217) 34 125
2 (174) 35 (50)
4 71
2 229
2 17
203 (185) 18
308 (183) 125
89 (139) (50)
71 71
229 229
17 17
In June 2013, a Vietnamese government agency approved the reduction of the corporate income tax rate from 25 percent to 22 percent in 2014 and 2015, and then to 20 percent from 2016. The subsidiary in Vietnam reflected the changes in tax rates in its deferred tax calculation, as presented above. In October 2011, the cabinet passed a resolution to reduce the corporate income tax rate from 30 percent to 23 percent in 2012, and then to 20 percent from 2013. In addition, in order to comply with the resolution of the cabinet, in December 2011, the decreases in tax rates for 2012 - 2014 were enacted through a royal decree. The Company and its subsidiaries have reflected the changes in the income tax rates in its deferred tax calculation, as presented above. As at 31 December 2013, a subsidiary company has deductible temporary differences and unused tax losses totaling Baht 21 million (2012: Baht 2 million), on which deferred tax assets have not been recognised as it believes future taxable profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses.
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130
Notes to consolidated financial statements
24. Expenses by nature
Significant expenses by nature are as follows: (Unit: Million Baht)
Consolidated financial statements 2013
2012 (Restated)
Separate financial statements 2013
2012 (Restated)
Cost of land and attributable development costs 1,539 2,901 559 1,348 Changes in cost of real estate development costs and land awaiting for future development 959 (1,123) 331 (601) Subcontract and maintenance services expenses for the water production system 242 204 Raw water purchase 122 118 Salaries and wages and other employee benefits 268 213 134 123 Specific business tax 172 136 83 65 Land transfer fee and other taxes 125 72 36 41 Depreciation and amortisation 277 228 55 54 Electricity expenses 109 97 1 2 During October 2013, the Company and its subsidiaries had been affected by the inundation in the Amata Nakorn Industrial Estate in Chonburi Province. The influence of the storm resulted to flooding on some parts of the road surface. The Company and its subsidiaries had gathered personnel, tools and equipment and had coordinated with clients and related government sectors to remedy the flooding until the situation returned back to normal. All expenses incurred to the Company and its subsidiaries from the flood relief amounting to approximately Baht 111 million, and of the Company only amounting to approximately Baht 80 million.
25. Promotional privileges
The Company and its subsidiaries have received promotional privileges from the Board of Investment. Subject to certain imposed condition, the privileges include an exemption from corporate income tax. In 2013, the Company and its subsidiaries had revenues, determined in accordance with tax legislation, of promoted operations amounting to Baht 1,802 million, and of the Company only amounting to Baht 634 million (2012: Baht 2,960 million and Baht 428 million, respectively).
26. Basic earnings per share
Basic 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.
27. Segment information
Operating 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. Transfer prices between business segments are as set out in Note 7 to the financial statements. The following tables present revenue, profit and assets information regarding the Company and its subsidiariesâ&#x20AC;&#x2122; operating segments for the year ended 31 December 2013 and 2012.
Amata Corporation Public Company Limited
Annual Report 2013
2012 (Restated)
4,100 237 4,337 2,322
Revenue from external customers 5,343 Intersegment revenues 636 Total revenues 5,979 Segment income 2,845 Unallocated income and expenses: Revenue from rights of way Revenue from forfeiture of advance received from customer Interest income Other income Selling expenses Administrative expenses Share of profit from associated companies Finance cost Income tax expenses Profit for the year
Industrial estate development segment 2013
Business segments:
1,253 49 1,302 206
2013
1,066 45 1,111 198
2012
Utility services segment 568 41 609 386
2013
447 37 484 298
2012 (Restated)
Rental segment (726) (726)
2013
(319) (319)
2012
Elimination of inter-segment revenues
5,613 5,613 2,818 248 122 107 (282) (633) 120 (391) (315) 1,794
98 96 148 (426) (815) 99 (350) (359) 1,928
2012 (Restated)
7,164 7,164 3,437
2013
Consolidation
(Unit: Million Baht)
Notes to consolidated financial statements
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131
Amata Corporation Public Company Limited
Revenue Segment profit Investment properties Property, plant and equipment
Geographical segments:
Investment properties Property, plant and equipment Unallocated assets Total assets
437
2013
458
2012
Industrial estate development segment
6,525 3,088 2,446 1,059
2013
614
2012
5,046 2,481 2,077 853
2012 (Restated)
Segment in Thailand
778
2013
Utility services segment 2,797 -
2012 (Restated)
(598) (22)
2013
639 349 496 134
2013
567 337 358 197
2012 (Restated)
For the years ended 31 December Segment in Overseas
3,540 -
2013
Rental segment (362) (22)
2012
Elimination of inter-segment revenues
7,164 3,437 2,942 1,193
2013
2,435 1,050 17,529 21,014
2012 (Restated)
5,613 2,818 2,435 1,050
2012 (Restated)
Total
(Unit: Million Baht)
2,942 1,193 18,068 22,203
2013
Consolidation
(Unit: Million Baht)
132 Notes to consolidated financial statements
Annual Report 2013
Notes to consolidated financial statements
133
28. Provident fund The Company and its subsidiaries and their employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees each contribute to the fund monthly at the rate of 5 percent to 15 percent of basic salary. The fund, which is managed by Kasikorn Asset Management Co., Ltd., will be paid to employees upon termination in accordance with the fund rules. During 2013, the Company and its subsidiaries contributed Baht 8 million and the Company only of Baht 5 million (2012: Baht 7 million and Baht 5 million, respectively) to the fund.
29. Dividends
Dividends declared for the years ended 31 December 2013 and 2012 consisted of the following: Dividends Approved by Total dividends
Dividend per share
(Million Baht)
(Baht)
Interim dividends for 2013 Board of Directors’ meeting on 12 November 2013 Final dividends for 2012 Annual General Meeting of the shareholders on 22 April 2013 Total dividends for 2013
267 320 587
0.25 0.30 0.55
Interim dividends for 2012 Board of Directors’ meeting on 12 November 2012 Final dividends for 2011 Annual General Meeting of the shareholders on 20 April 2012 Total dividends for 2012
267 267 534
0.25 0.25 0.50
30. Commitments and contingent liabilities 30.1 Long-term commitments The Company On 19 December 2005, the Company entered into an agreement with Amata Spring Development Company Limited (ASDL) to lease and sell land in Amata Nakorn Industrial Estate to the latter for development of its golf course project. Pertinent terms of this agreement are summarised below. 1. The Company agrees to lease 274,653 square wah (approximately 687 rais) of land to ASDL for an annual rental of Baht 2 million, commencing from 1 January 2010. The lease is for a period of 30 years and can be renewed on the same terms for another 30 years after the expiration of the initial lease term. 2. The Company agrees to sell 46,443 square wah (approximately 116 rais) of land to ASDL at Baht 7,300 per square wah. ASDL is to pay a deposit of Baht 30 million in 5 equal annual installments of not less than Baht 6 million per annum commencing from the date ASDL obtains a land subdivision permit from the authorities. The balance is to be paid within 2 years after the transfer of the land to ASDL. Amata (Vietnam) Joint Stock Company Limited The subsidiary company had outstanding commitments to pay remuneration to the Vietnamese government agency pursuant to the agreement as follows. To lease land area of 225.34 hectare at the rate of USD 1,000 per hectare per annum and will increase 15 percent every 5 years commencing on 1 January 2006. To lease land area of 22.7 hectare at the rate of VND 52.5 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government.
“Ready for new Challenges”
134
Notes to consolidated financial statements
To lease land area of 12.58 hectare at the rate of VND 145 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. ď&#x201A;&#x2DC; To lease land area of 15.39 hectare at the rate of VND 145 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. Amata Asia Limited The subsidiary company had outstanding commitments to pay remuneration of USD 2.5 million for the receipt of the transfer of the right from an unrelated company to jointly-develop an industrial area in overseas and to pay remuneration at a rate of 5% of rental received from the sub-lease. Amata Water Company Limited In order to facilitate the supply of sufficient water to meet consumer demand in Amata Nakorn Industrial Estate and Amata City Industrial Estate, the subsidiary company has entered into several long-term agreements with other companies to purchase raw water and production to tap water at prices and in quantity stipulated in the agreements, with the prices subject to increase based on the Consumer Price Index. The agreements will expire between 2017 and 2030. 30.2 Guarantees (1) As at 31 December 2013, the Company has guaranteed bank credit facilities of its subsidiaries up to the amount of Baht 32 million (2012: Baht 32 million). (2) As at 31 December 2013, there were outstanding bank credit facilities for a total of Baht 577 million issued by banks on behalf of the Company to guarantee the joint investments in Amata B. Grimm Power 4 Limited and Amata B. Grimm Power 5 Limited. (3) As at 31 December 2013, there were outstanding bank guarantees of approximately Baht 24 million issued by banks on behalf of the Company and its subsidiaries and the Company only of Baht 3 million (2012: Baht 21 million and Baht 3 million, respectively) to guarantee electricity use and other contractual performance of the Company and its subsidiaries. (4) As at 31 December 2013, there were outstanding letters of guarantee for a total of Baht 740 million issued by banks to the Industrial Estate Authority of Thailand to guarantee performance of the Company and its subsidiary and the Company only of Baht 200 million (2012: Baht 493 million and Baht 198 million, respectively) under the agreement to jointly-develop the Amata Nakorn Industrial Estate in Chonburi and the Amata City Industrial Estate in Rayong. ď&#x201A;&#x2DC;
Amata Corporation Public Company Limited
Annual Report 2013
Notes to consolidated financial statements
135
31. Operating lease for which the Company and its subsidiaries acts as a lessor
The Company and its subsidiaries have several operating lease agreements in respect of the lease of land, office and factory buildings. The terms of the agreements are generally between 6 months to 50 years. As at 31 December 2013, future minimum rental income to be generated under these operating leases is as follows. (Unit: Million Baht)
Consolidated financial statements Less than 1 year 1 to 5 years More than 5 years
Separate financial statements
2013
2012
2013
2012
459 524 372
436 638 347
41 61 238
54 90 235
32. Financial instruments 32.1 Financial risk management The Company and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade and other receivables, loans, investments, trade and other payables and short-term and long-term borrowings. 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 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 concentrations 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 and loans as stated in the statement of financial position. Interest rate risk The Company and its subsidiary exposure to interest rate risk relates primarily to their cash at banks, current investments, bank overdrafts, loans, and short-term and long-term borrowings. However, since most of the Company and its subsidiaries’ 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. Foreign currency risk The Company’s and its subsidiaries’ exposure to foreign currency risk is considered to be low since the majority of their business transactions are denominated in local currency. 32.2 Fair values of financial instruments Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different 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 an appropriate valuation technique, depending on the nature of the instrument.
“Ready for new Challenges”
136
Notes to consolidated financial statements
33. Capital management
The 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 2013, the Group’s debt-to-equity ratio was 1.18:1 (2012: 1.36:1) and the Company’s was 1.70:1 (2012: 1.90:1).
34. Event after the reporting period
On 16 January 2014, the Board of Directors Meeting of the Company resolved to approve the entering into the Freehold and Leasehold Real Estate Investment Trust (“REIT”) transaction in principle whereby Amata Summit Ready Built Co., Ltd., a subsidiary, will enter into the sale and lease transactions with a trustee who acting on behalf of and for the benefit of the REIT. The transactions have approximate value not more than Baht 4,750 million (the final selling price will be mutually agreed between the contractual parties).
35. Approval of financial statements
These financial statements were authorised for issue by the Company’s Board of Directors on 17 February 2014.
Amata Corporation Public Company Limited
Annual Report 2013
Amata City (Bien Hoa) Vietnam
Amata City, Bien Hoa is the premier choice for new facilities in Vietnam, Located on the Highway No. 1 of the southern economic hub with easy access to various transportation networks and educational work forces.
138
Executives’ Biographies
Executives’ Biographies
Mr. Yoot Rojvirasingh
Mr. Siew Ko Chuen
Position in Amata Corporation PCL. • Deputy Chief Business Officer
Position in Amata Corporation PCL. Position in Amata Corporation PCL. • Senior Vice President of Accounting • Vice President : & Finance, Information Technology Amata ICT Project President
Age 50 Education • Master’s degree
in Construction Management, Chulalongkorn University • Master’s degree in Marketing, Thammasat University • Bachelor’s degree in Civil Engineering, Chulalongkorn University
Other Current Positions Years of service in Amata Corporation PCL. • 7 Months Shares acquired None
and Investor Relations
Age 46 Education • Bachelor degree in Commerce (Accounting & Finance), Griffith University, Brisbane, Australia • Associate Member of Australian Society of Certified Public Accountant (ASCPA)
Other Current Positions • Director, Amata Global Ltd. Years of service in Amata Corporation PCL. • 10 Months
Mr. Kasem Pornananrat
Age 45 Education • Master’s degree
in Engineering Management, The George Washington University • Bachelor’s degree in Electrical Engineering, King Mongkut’s Institute of Technology Ladkrabang
Other Current Positions Years of service in Amata Corporation PCL. • 8 Months Shares acquired 69,000
Shares acquired None
Amata Corporation Public Company Limited
Annual Report 2013
Executives’ Biographies
Ms. Songchom Tangnawapan
Mr. Chairat Suwanvicharn
Mr. Paradorn Songsuwan
Position in Amata Corporation PCL.
Position in Amata Corporation PCL.
Position in Amata Corporation PCL.
• Vice President/Marketing and Sales
• Vice President/Land and Government Affairs
• Vice President/Engineering
Age 52 Education • Bachelor’s degree in English, Thammasat University
Other Current Positions • Director, Amata (Vietnam) Joint Stock Conpany • Director, Amata VN PCL. • Director, Amata Global Ltd.
Years of service in Amata Corporation PCL. • 24 years
Shares acquired None
“Ready for new Challenges”
Age 52 Education • Bachelor’s degree in law, Ramkhamhaeng University
Other Current Positions Years of service in Amata Corporation PCL. • 25 years
Shares acquired None
139
Age 59 Education • Bachelor’s degree in civil engineering, Chiangmai University
Other Current Positions • Director, Amata Water Co., Ltd • Director, Amata Facility Services Co., Ltd. • Director, Amata Summit Ready Built Co., Ltd.
Years of service in Amata Corporation PCL. • 21 years
Shares acquired None
140
Executives’ Biographies
Ms. Dendao Komolmas
Mrs. Varaporn Vatcharanukroh
Mr. Kamjorn Vorawongsakul
Position in Amata Corporation PCL.
Position in Amata Corporation PCL.
Position in Amata Corporation PCL.
• Vice President/Accounting and Finance
• Company Secretary Vice President/ Investment
• Vice President/ Relationship Management
Age 55
Age 58
Education
Education
• Bachelor’s degree in accounting, Thammasat University • Training with the Thai Institute of Directors Association (IOD) - Company Secretary Program, 2003 - Effective Minute Taking, 2006 - Board Reporting Program, 2013
• Master’s degree in business administration, Kasetsart University
Age 52 Education • Master’s degree in business administration, National Institute of Development Administration NIDA
Other Current Positions • Director, Amata Facility Services Co., Ltd. • Director, Amata Summit Ready Built Co., Ltd. • Director, Thai-Chinese Rayong Industrial Realty Development Co., Ltd. • Director, Amata Global Ltd. • Inspection Committee, Amata (Vietnam) Joint Stock Company
Years of service in Amata Corporation PCL. • 23 years
Shares acquired None
Other Current Positions
Other Current Positions Years of service in Amata Corporation PCL.
• Director Amata Development Co., Ltd. • 25 years • Director Amata Mansion Service Co., Ltd. Shares acquired None • Director VIA Logistics Co., Ltd.
Years of service in Amata Corporation PCL. • 24 years
Shares acquired 232,840
Amata Corporation Public Company Limited
Annual Report 2013
Executives’ Biographies
Mrs. Chindanat Pheschawong
Mr. Yasuo Tsutsui
Position in Amata Corporation PCL.
Position in Amata Corporation PCL.
• Senior Human Resources & Administration Department Manager
• Marketing Manager
Age 57 Education • Master Degree in Educatio, Chulalongkorn University
Other Current Positions Years of service in Amata Corporation PCL. • 2 years 4 months
“Ready for new Challenges”
Age 42 Education • Bachelor’s degree in English, Kansai Gaidai University Japan
Other Current Positions Years of service in Amata Corporation PCL. • 15 years
141
142
Executives’ Biographies (Subsidiaries)
Executives’ Biographies (Subsidiaries)
Mrs. Somhatai Panichewa
Mr. Chuchat Saitin
Position in Amata VN PCL.
Position in Amata Water Co., Ltd.
• Director and Chief Executive Officer
• Managing Director
Age 48
Age 52
Education
Education
• Master’s degree in Management, Sasin Graduate Institute of Business Administration, Chulalongkorn University
• Master’s degree in business administration, Burapha University • Bachelor’s degree in civil engineering, Chiangmai University
Other Current Positions • Chairperson of Investment Board, Amata Corporation PCL. • Director & CEO, Amata Asia Ltd. • Director & President, Amata (Vietnam) Joint Stock Company • Director, Amata Holding Co., Ltd. • Director, Chewathai Ltd. • Director, Global Environmental Technology Co., Ltd. (GETCO) • Director, Amata Foundation
Other Current Positions • Director, Amata Facility Services Co., Ltd. • Director, Amata (Vietnam) Joint Stock Conpany • Director, Amata VN PCL.
Years of service in Amata Water Co., Ltd. • 12 years
Years of service in Amata Group • 9 years
Amata Corporation Public Company Limited
Annual Report 2013
Executives’ Biographies (Subsidiaries)
Ms. Janjira Yamyim
Mr. Aukkares Choochouy
Position in Amata Summit Ready Built Co., Ltd.
Position in Amata Facility Services Co., Ltd.
• Managing Director
• Managing Director
Age 46
Age 46
Education • Master’s degree in business administration, Boston University U.S.A.
Education
Other Current Positions Years of service in Amata Summit Ready Built Co., Ltd. • 9 years
• Master’s degree in business administration, Southwest Missouri State University U.S.A. • Bachelor’s degree in economics, Thammasat University
Other Current Positions • Director, Amata Natural Gas Distribution Co., Ltd. • Director, Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.
Years of service in Amata Group • 14 years
“Ready for new Challenges”
143
144 List of Company’s Directors and Executives and Position Holding in Company Subsidiary, Associate and Other Company Company
Dr. Wissanu Krea-Ngam Mr. Keita Ishii Mr. Vikrom Kromadit Mr. Chackchai Panichapat Mr. Viboon Kromadit Mr. Anucha Sihanatkathakul Mr. Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong Mr. Vatana Supornpaibul Mr. Yoot Rojvirasingh Mr. Siew Ko Chuen Mr. Kasem Pornananrat Ms. Songchom Tangnawapan Mr. Chairat Suwanvicharn Mr. Paradorn Songsuwan Mr. Kamjorn Vorawongsakul Mrs. Varaporn Vatcharanukroh Ms. Dendao Komolmas
Associated Company
Other Company
City AVN AW AFS ASRB AAsia Amata VN Global TCR BIP-D VIA Vibharam (AN) ANGD ABPL SEALS ABP4 ABP5 ABP3 BIP-S APBH ABPR1 ABPR2
Name
Subsidiary
x / / / / / /
/, // x /, // x / /, // /, // /, // /, // / / / /
/ / * * * * * * * * *
/ /
/
/ /
/
/ /
/ /
/ / / /
/
/ / /, // /, // /, // /, // /, //
Amata Corporation Public Company Limited
/ /
Annual Report 2013
145 Remark
City AVN AW AFS ASRB AAsia Amata VN Global TCR BIP-D VIA Vibharam (AN) ANGD ABPL SEALS ABP 4 ABP 5 ABP 3 BIP-S APBH ABPR 1 ABPR 2 X / // *
= = = = = = = = = = = = = = = = = = = = = = = = = =
Amata City Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata Asia Ltd. Amata VN PCL. Amata Global Pte. Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Amata Development Co., Ltd. VIA Logistics Co., Ltd. Vibharam (Amata Nakorn) Hospital Co., Ltd. Amata Natural Gas Distribution Co., Ltd. Amata B. Grimm Power Ltd. Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd. Amata B. Grimm Power 4 Ltd. Amata B. Grimm Power 5 Ltd. Amata B. Grimm Power 3 Ltd. Amata Mansion Service Co., Ltd. Amata Power (Bien Hoa) Co., Ltd. Amata B. Grimm Power (Rayong) 1 Ltd. Amata B. Grimm Power (Rayong) 2 Ltd. Chairman Director Executive Director Executive
“Ready for new Challenges”
146 Directors in Amata Subsidiaries Subsidiaries
Name
Mr. Arsa Sarasin Pol. Gen. Chavalit Yodmani Mr. Surin Pitsuwan Mr. Vikrom Kromadit Mr. Harald Link Mr. Anucha Sihanatkathakul Mr. Chackchai Panichapat Mr. Viboon Kromadit Mrs. Somhatai Panichewa Dr. Worapatr Todhanakasem Mr. Paradorn Songsuwan Mr. Kamolchai Pattarodom Mr. Thanapat Sornkul Mr. Chuchat Saitin Ms. Songchom Tangnawapan
Amata (Vietnam) Amata Amata Joint Amata Facility City Stock Water Services Amata Co., Ltd. Company Co., Ltd. Co., Ltd. Asia Ltd.
X /, //
Amata Thai-Chinese Summit Rayong Ready Industrial Realty Amata Built Amata Development Global Co., Ltd. VN PCL. Co., Ltd. Pte. Ltd.
X X
/, // /
X /
/, // /, //
/ X /, //
/, //
/ /
/ /
/, // /, // / /, //
/, //
Ms. Dendao Komolmas
Amata Corporation Public Company Limited
/ /, //
/, // / /
/, //
/ /
Ms. Janjira Yamyim Ms. Karntima Charoenchaiprasert
/ / / /
/ /
/
/, // / /, //
/, //
/, //
/
Annual Report 2013
147 Subsidiaries Amata (Vietnam) Amata Amata Joint Amata Facility City Stock Water Services Amata Co., Ltd. Company Co., Ltd. Co., Ltd. Asia Ltd.
Name
Mr. Siew Ko Chuen Mr. Aukkares Choochouy Mr. Choothong Patanatmarueng Mr. Santi Patanatmarueng Mr. Thaveechat Jurangkool Mr. Kornkrit Jurangkool Mrs. Ajarie Visessiri Mr. Mats Anders Lundqvist Mr. Chu Thanh Son Mr. Do Ngoc Son Mr. Huynh Ngoc Phien Mrs. Pham Thi Thanh Huong Mr. Nguyen Minh Huy Pol General Chidchai Vanasatidya Mr. Wang Licheng Mr. Xiao Qi Jing Mr. Xu Gen Luo Mr. Zhoa Bin Remark
X
= Chairman
“Ready for new Challenges”
Amata Thai-Chinese Summit Rayong Ready Industrial Realty Amata Built Amata Development Global Co., Ltd. VN PCL. Co., Ltd. Pte. Ltd.
/ /, // X, // / / / / / / / X / /
/ /
X / / /, // /, // / = Director
// = Executive Director
creating cities driving economies
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VIETNAM
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AMATA (VIETNAM) JOINT STOCK COMPANY LONG BINH WARD, BIEN HOA CITY, DONG NAI PROVINCE, VIETNAM TEL : (84) 61 3991 007 FAX : (84) 61 3891 251