Annual Report 2015
Buriram Sugar Public Company Limited
Message from the Board of Directors
(Mr. Anant Tangtongwechakit) Chief Executive Officer
(Mr. Prachuab Chaiyasan) Chairman of the Board of Director
In addition, at the end of 2015, Office of the Cane and Sugar Board granted the Company 2 new licenses to establish 2 sugar factories in Chamni district, Buriram province and Nonnarai district, Surin Province with production capacity of 20,000 tons cane per day for each factory. It is a major milestone for future business growth and it is a response to rising demand of sugar in both domestic and abroad.
A decade of the Company operation has been focusing on increasing productivity by adhered to “Sugar Made in the Field” philosophy to achieve the highest quality of sugarcane and sugar production. In fact, it is not just a machinery that matter, but it is actually the management and development of sugarcane agronomy. The Company pays attention from start, the selection of sugarcane varieties, soil preparing, nurturing, as well as the plan for harvesting of sugarcane at the right time. Thus, these practices enabled the Company to increase cane volume from 1.77 million tons in 2013/14 to 1.95 million tons in 2014/15 crop year. The sugar extracted rate up to almost 119 kg/ton cane from 117 kg/ton cane the year earlier which was the second highest in the country. In 2015/16 crop year, cane volume was expected to rise to 2.2 million tons. While, the factory’s crushing capacity was increased from 17,000 tons / day in 2014/15 to 23,000 tons / day in the 2015/2016 to accommodate more cane. The expansion was funded by the issuance and offering of domestic debenture.
The overall the turnover for the year 2015 was with a net profit of 272.34 million baht which increased 36.03 million baht or 15 percent compared to net profit of 236.31 million baht of the year 2014. The key of the increased turnover was due to increasing sugar and molasses from sugarcane from promoting the expansion of sugarcane planting to the farmers and quality control of raw materials that made the Company more revenue. Although, the world market price of sugar has dropped steadily and hit the lowest in 7 years but the Company was able to retain the ability to make a profit.
3 Annual Report 2015
For the biomass power business, Buriram Power Co., Ltd.’s power plant (the second power plant of the group) has started selling electricity to PEA in April 2015 and has been promoted by the Board of Investment in the operation as well. And the total turnover of this business increased. In addition, to support raw material (bagasse) increasing in 2015, the Company has established Buriram Power Plus Co., Ltd. and Buriram Super Power Co., Ltd. to run the energy and electricity business in the future, including the establishment of Buriram Agro Energy Co., Ltd. to implement ethanol project which is now under study. Additionally, for social responsibility the Company believes that business development must be carried out together with social development. Through the year 2015 the Company focused on promoting the profession to raise the well-being of people in the community, such as the hand-woven mats of Sokdoo community and the hand-woven red-footed silk of Kubon community. The Company has made the strengthening and educational activities to develop and add value to their products, as well as purchase those from the community to be made for the Company to deliver as presents in the New Year and other occasions. The Company will carry on social works to gain acceptance and trust from communities and society. Finally, on behalf of the Board of Directors, we would like to extend our sincere thanks to all cane farmers, shareholders, customers, suppliers, employees and all stakeholders for the support and being a part of the Company development to move ahead. The Company will continue adhering to the vision and mission to develop the sugar business and renewable energy for sustainable growth coupled with community and social prosperity.
4 Annual Report 2015
Buriram Sugar Public Company Limited
Board of Director
Mr. Prachuab Chaiyasan
Mr. Anant Tangtongwechakit
Chairman of the Board of Director (Independent Director) and Chairman of the Audit Committee
Chief Executive Officer, Director and Chairman of the Risk Management Committee
Mrs. Seenual Tasanapant
Mr. Sirichai Sombutsiri
Independent Director and Audit Committee
Independent Director and Audit Committee
5 Annual Report 2015
Board of Director
Mrs. Wanphen Punyaniran
Mrs. Jirawan Pongpichitkul
Director, Executive Director and Risk Management Director
Director
Miss Chittima Tangtrongwechakit Director, Executive Director and Risk Management Director
Mr. Sarit Tangtrongwechakij
Mr. Adisak Tangtrongweachakit
Director, Executive Director and Risk Management Director
Director, Executive Director and Risk Management Director
6 Annual Report 2015
Buriram Sugar Public Company Limited
Financial Highlights Unit : Million Baht 5,385.67 6,762.11
3,954.03 4,295.86
Total Revenue
2014
2015
236.31
272.35
Total Assets
2014
2015
3,397.26 4,635.93
Total Liabilities
Net Income
2014
2015
1.71
2.18
2014
2015
1,988.40 2,126.17
Shareholder's Equity
D/E Ratio
2014
2014
2015
Sales by Geographic
68.24 %
2015
31.76% Domestic
Export
7 Annual Report 2015
General Information of Company Buriram Sugar Public Co., Ltd. (BRR) Business Type
: Conduct business in investment by holding shares in subsidiary companies (Holding company) which are sugar manufacturing and distribution business, by product from sugar business, for example, electricity business and fertilizer business, and support business which is research and development Public Company No. : 0107556000523 Head Office/Factory : 237 Moo.2, Hinlekfai, Kumueang, Buriram 31190 Bangkok Office : 128/77-78 Phayathai Plaza Building 7th Fl., Phayathai Road,Ratchathewi, Bangkok 10400 Telephone : 04-465-9020, 0-2216-5820-2 Fax : 04-465-9020, 0-2216-5823 Website : www.buriramsugar.com
Subsidiaries Buriram Sugar Factory Co., Ltd. (BSF) Business Type Head Office/Factory Bangkok Office Telephone Fax
Buriram Sugarcane Research and Development Co., Ltd. (BRD) Business Type Head Office/Factory Bangkok Office Telephone Fax
: Research and development to improve efficiency of cane growing and caring : 237 Moo.2, Hinlekfai, Kumueang, Buriram 31190 : 128/77 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-465-9020, 0-2216-5820-2 : 04-465-9020, 0-2216-5823
Buriram Energy Co., Ltd. (BEC) Business Type Head Office/Factory Bangkok Office Telephone Fax
: Biomass power plant : 289 Moo.2, Hinlekfai, Kumueang, Buriram 31190 : 128/77 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-466-6368, 0-2216-5820-2 : 04-466-6368, 0-2216-5823
Buriram Power Co., Ltd. (BPC)
: Manufacture and distribute sugar : 237 Moo.2, Hinlekfai, Kumueang, Buriram 31190 : 128/77 Phayathai Plaza Building 7th Fl., Phayathai Road,Ratchathewi, Bangkok 10400 : 04-465-9020, 0-2216-5820-2 : 04-465-9020, 0-2216-5823
Business Type Head Office/Factory Bangkok Office Telephone Fax
8 Annual Report 2015
: Biomass power plant : 284 Moo.2, Hinlekfai, Kumueang, Buriram 31190 : 128/77 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-466-6368, 0-2216-5820-2 : 04-466-6368, 0-2216-5823
Buriram Sugar Public Company Limited
Buriram Power Plus Co., Ltd (BPP)
Buriram Agro Energy Co., Ltd (BAE)
Business Type Head Office/Factory Bangkok Office Telephone Fax
Business Type Head Office/Factory Bangkok Office Telephone Fax
: Biomass power plant : 317 Moo.2 Hinlekfai, Kumueang, Buriram 31190 : 128/80 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-466-6368, 0-2216-5820-2 : 04-466-6368, 0-2216-5823
Buriram Super Power Co., Ltd (BSP) Business Type Head Office/Factory Bangkok Office Telephone Fax
: Biomass power plant : 289 Moo.2 Hinlekfai, Kumueang, Buriram 31190 : 128/80 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-466-6368, 0-2216-5820-2 : 04-466-6368, 0-2216-5823
Key Brand Fertilizer Co., Ltd. (KBF) Business Type Head Office/Factory Bangkok Office Telephone Fax
: Produce and distribute organic fertilizer : 237 Moo.2 Hinlekfai, Kumueang, Buriram 31190 : 128/77 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-465-9020, 0-2216-5820-2 : 04-465-9020, 0-2216-5823
9 Annual Report 2015
: Produce and distribute ethanol : 237 Moo.2, Hinlekfai, Kumueang, Buriram 31190 : 128/77 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 : 04-465-9020, 0-2216-5820-2 : 04-465-9020, 0-2216-5823
Policy and Overview of Business Operation Overview of Business Operation
Byproduct business
Buriram Sugar Public Co., Ltd. and its subsidiaries are one of the sugar industry pioneers of Northeastern region of Thailand which Mr. Vichien Tangtongwechakit initiated cane growing practices and encouraged farmers to grow cane in Buriram Province. The group has operated an integrated business of raw sugar and brown sugar manufacturing and distribution both for domestic consumption and export more than 50 years. The Company uses byproducts of sugar manufacturing like bagasse, molasses and filter cake (press mud) to further advance the business utterly, including biomass power plant business, organic fertilizer and ethanol business.
1. Buriram Energy Co., Ltd. (BEC) originally Buriram Ethanol Co., Ltd. was registered on 2005 with 1 million Baht registered capital and increased registered capital to 15,600,000 Baht in August 2006 for preparation of ethanol plant construction. Due to unfavorable circumstances during that period, the Company has postponed its construction plan up until present. In 2010, the Company changed its name to Buriram Energy Co., Ltd. and raised its registered capital to 135,600,000 Baht in 2011. With its production capacity of 9.9 MW, Buriram Energy Co., Ltd., using bagasse as a main fuel for electricity generation, sells 8 MW of the electric power generated to Provincial Electricity Authority (PEA) and distributes remaining 1.9 MW to the sugar factory. The power plant locates near the Buriram Sugar Factory for convenience of bagasse transportation and electric power distribution. In December 30, 2011, BEC has contracted PEA to sell its electric power maximum 8 MW at 22,000 volts electric potential system and has started its distribution in May 2012. BEC electricity generation has been promoted and invested by The Thai Board of Investment in June 28, 2011. 2. Buriram Power Co., Ltd. (BPC) was registered on 2011. Currently, the Company has 170,000,000 Baht registered capital. BPC has been established to support bagasse-based biomass electricity generation project which can utilize other substitutable fuel materials such as woodchips, sugar leaves or chaff to generate electricity. The construction of BPC’s power plant has completed. The power plant is located near the power plant of BEC and Buriram Sugar Factory Co., Ltd. for convenience of bagasse transportation. In April 14, 2013, BPC contracted PEA to sell its electric power maximum 8 MW at 22,000 volts electric potential system and distribute to PEA since
Sugar Business Buriram Sugar Factory Co., Ltd. (BSF) was registered on 2003 with THB 1 million registered capital. In 2010 and 2011, the Company has increased registered capital to THB 990,637,000 and THB 1,050,000,000 consecutively. In 2011, BRR has transferred its employees in various departments, its sugar manufacturing and distribution license, factory license, brand, and electricity production and generation to BSF. BSF conducts sugar production and distribution business. The factory locates at 237 Moo.2, Baan Sao-Ae, Hinlekfai, Kumueang, Buriram, has authorized production capability of 17,000 tons per day, and is capable to crush sugarcane 2 million tons per annum. In 2015/16 cane crushing season, the production capacity will be increased to 23,000 tons per day. The distributed products can be divided into raw sugar and brown sugar and are sold for both domestic customer and international customer. Aside from sugar production, BSF can generate electricity from steam, a byproduct of sugar manufacturing, at 10 MW from 12 MW capacities to use in the sugar factory area. 10
Annual Report 2015
Buriram Sugar Public Company Limited 6. Buriram Agro Energy Co., Ltd. (BAE) was registered on 2015. Currently, the Company has 10,000,000 Baht paid. BAE is a company established to implement the production and distribution of ethanol which is made from molasses but is yet to start the operations. It is the process of applying for permission to prepare an environmental impact analysis (EIA).
April 2015. Moreover, the Company was approved for electricity sale from Adder system to Feed in tariff (FIT). BPC electricity generation has been promoted on investment by The Thai Board of Investment in January 5, 2015. 3. Buriram Power Plus Co., Ltd. (BPP) was registered on 2015. Currently, the Company has 10,000,000 Baht registered capital that fully paid and held 99.99% by BEC. BPP has been established to support biomass electricity generation project that will use bagasse as main raw materials. BPP is the third power plant of the group but the Company has not started operations currently because it is in the application process of power generation license from the Energy Regulatory Commission (ERC.).
Supporting Business Buriram Sugarcane Research and Development Co., Ltd. (BRD), originally Buriram Machinery Development Co., Ltd. was registered on 1996 with registered capital 1,000,000 Baht and has increased the registered capital to 70,880,000 Baht in February 16, 2010 and has changed its name to Buriram Sugarcane Research and Development Co., Ltd.
4. Buriram Super Power Co., Ltd. (BSP) was registered on 2015. Currently, the Company has 5,000,000 Baht that fully paid and held 99.99% of shareholding by BEC. BSP has been established to support biomass electricity generation project that will use bagasse as a main raw materials. BSP is the fourth power plant of the Group. Its objective is to set up to support the growth of the biomass power plant of the Company which has not started the operations.
BRD is a subsidiary company that provide raw material to BSF. BRD conducts its business via encouraging farmers to cultivate sugarcane by contract farming. The implementation helps sustain satisfactory amount of raw material for BSF operation, develop innovations such as sugarcane variety and sugarcanerelated machinery, organize farmer system, assist sugarcane cultivation, improve efficiency, and increase crop yield which help support quality of farmers’ life.
5. Key Brand Fertilizer Co., Ltd. (KBF) was established in 2011 with the registered capital of fully paid of 15,000,000 Baht. It conducts the production of organic fertilizer and bio-fertilizer, using filter cakes, which is byproduct of sugar production process as main raw materials. KBF have started production and distribution in 2012 and has a production capacity of 30,000 tons per annum. The products will be sold to BRD to resell to the cane grower to enrich soil nourishment, which will help increase the quality of cane.
11 Annual Report 2015
Business Goal
of 9.9 MW with the Office of the Energy Regulatory Commission (ERC). The construction of the power plant will be completed by the third quarter of 2016, which plan to sell electricity to the sugar factory to accommodate the increasing capacity of the plant.
Long-term Goal The Company strives to maintain the standard and is the number one of the management and control quality of sugarcane productivity to produce sugar products and by-products for maximum efficiency. The Company understands that the raw material is highest risk of the business, so if it is well managed and controlled and stable as well as on going development, the Company will be able to conduct business securely. For the Biomass Power Energy, the Company aims to develop the business, coupled with the ongoing expansion of the sugar business. The plan is to increase the capacity of biomass power to accommodate the capacity of the various products of the Group in the future and distribution of electricity to generate the maximum return to the shareholders of the Company, the Company is considering further industrial by-products to increase revenue and to make the business sustainability by studying the investment plan of ethanol including the technology, which is in the process of preparing the report of Environmental Impact Assessment (EIA) as well as other products such as yeast.
Personnel Resource Goals The Company's personnel resources are crucial in the Company development. The Company must focus on all stages that related to both in terms of personnel to be proper to the job with regard to the process of recruiting staff from internal and outside the organization with the ability to appropriate positions and regularly continue monitor and evaluate of performance in accordance with the standards specified by the Company and retain the proper personnel. The task of personnel development is to increase the capacity and potential employees. The Company has set up a process for teaching and training as appropriate for each line of work comprehensively. Establishes guidelines assignments and result reports could lead to operational skills. Moreover, the transfer process and learning within the organization will make a concrete response to the expansion of business and industry competition more effectively.
Short-term Goal The Company aims to develop sugarcane production in the next 2-3 years by promoting the expansion of sugarcane plantations up to 250,000 Rai to produce more than 3 million tons of sugarcane along with maintaining quality standards for the highest yield. The Company plans to produce and sell refined sugar to add value and supporting increasing sugar quantity by emphasizing on exporting to industrial factory which is now in process of the information study for appropriate technology to produce quality sugar to the consumers. For the Biomass Power Energy Business, the Company is applying for an electric power plants license of the third power plant, which is capacity
There are company regulations and " business ethics and ethical conduct of the management and employees. " to respect the stakeholders as well as every personnel in the organization realize its social responsibility and has been involved in such activities.
12 Annual Report 2015
Buriram Sugar Public Company Limited
Managing with virtue and good governance Goal 1. Operating with transparency The Company sets operating plan and discloses important information based on appropriate criteria to create fairness and promote equality between shareholders. The Company provides audit system by independent internal and external auditor for fairness and transparency.
3. Promote Health and Safety Since health and safety of stakeholders of the Company is important, the Company operates business in conformance to law related to health and safety strictly and aims to improve quality level of the Company from production to distribution. The Company provides production system inspection continuously to ensure confidence of customer on quality of products and factory operation system monitoring for safety of the Company’s employee.
2. Social development and support The Company firmly believes that business development of the Company must be carried out together with social development. The Company has prepared projects for social development by donating and encourage the community to raise the well-being of society. This is the mission of the Company for example of community support such as promoting Sokdoo hand-woven mats of Sokdoo community and the Kubon hand-woven red-footed silk of Kubon community by strengthening the activities of the community and manage educational activities to develop and add value to their products, as well as purchase those from the community to be made for the Company to deliver as presents. As well as promote the unemployed in Hin Lek Fai District. Along with community took part in environmental conservation for example the Green Area for Queen Sirikit was the tree planting in urban areas around the plant, by such activities, it was a collaboration between the companies with local government agencies and the surrounding community. The Company also recognizes the balance of aquatic ecosystems by releasing fish into the river which can also help to improve the well-being of the community as well.
13 Annual Report 2015
Important Background, Change, and Development Buriram Sugar Public Co., Ltd. originally Sahathairungruang Sugar Co., Ltd. (1963) (transfer business from Sahathairungruang Sugar factory limited partnership) registered and established on December 20, 1963 with 2 million Baht registered capital to operate sugar factory business in Buriram. The significant events and developments in the past are as follows: Year
Major events
1963
• Sahathairungruang Sugar Co., Ltd. was established, with 2 million Baht registered capital, to produce raw sugar. The crushing capacity at that time was 3,003 Tons Cane per Day (TCD). Major shareholder groups were Mr. Vichien Tangtongwechakit group, Mr. Somchai Siripanumat group, and Mr. Pichai Lianggobgij group.
1980
• The Company increased its registered paid-in capital to 15 million Baht.
1986
• Mr. Somchai Siripanumat group and Mr. Pichai Lianggobgij group sold all shares to Tangtongwechakit family group and changed the Company name to Buriram Sugar Co., Ltd. to conduct raw sugar and white sugar manufacturing business under “Double Keys” brand.
1990
• Received approval to expand the factory 2nd time in October 10, 1990. The capacity increased to 7,700 TCD.
1991-1994
• Continuously, increased its registered paid-in capital to 200 million Baht. • Received approval to increase the capacity to 8,991 TCD without increased equipment horsepower in October 1994
1996
• Established Buriram Sugarcane Research and Development Co., Ltd. (BRD) to support academic aspect and cane management to stabilize agricultural products and improve life quality of farmers. • Received approval to increase the capacity to 12,000 TCD without increased equipment horse power in February 1996
1997
• The Company started facing financial problems due to national economic crisis.
2001
• BRD started using MIS (Management Information System) and GIS (Geographic Information System) to manage operation for the first time in July, 2001
2003
• Established Buriram Sugar Factory Co., Ltd. (BSF) to conduct sugar trade business.
2005
• Established Buriram Energy Co., Ltd. (BEC) for support energy business in the future. • The Company started debt restructuring and entered business rehabilitation plan. 14 Annual Report 2015
Buriram Sugar Public Company Limited
Year
Major events
2009
• Acquire approval to increase its capacity from 12,000 TCD to 17,000 TCD in September, 2009. • BRD used drip irrigation system for the first time to regulate appropriate amount of water supply to sugarcane plot of member farmers for maximizing yield. • BRD started using online plot system on October 1, 2009, to survey and monitor sugarcane plot of member farmers.
2010
• Buriram Sugar Co., Ltd. made a future contract to sell its assets and business licenses to Buriram Sugar Factory Co., Ltd. in conformance to the business rehabilitation plan which has affected the Company as follows: - BRR has transferred its employees in department of production, procurement, marketing, and loan to BSF and its employees in department of material procurement, as well as fertilizer, medicine, and equipment loan to BRD for efficiency in managing personnel and experts. The department of operation and support (except department of loan) are under management of the Company. The main reason to firstly transfer personnel to the subsidiaries because the Company has not received approval to transfer the licenses from the Office of the Cane and Sugar Board. Since, period of cane crushed was near, the Company had to transfer personnel first to be able to operate work uninterruptedly. - BRR leaved the business rehabilitation plan
2011
• BRR sold its assets as well as sugar manufacturing and distribution license and factory business license to BSF. • BRR changed its operating business to Holding company while BSF operates sugar manufacturing and distributing business. • BEC have had equipped capacity 9.9 MW and made a trading contract with PEA amounted 8 MW and distributed remaining 1.9 MW to use in the factory and receive Investment Promotion Card no.2003(1)/2554 • Established Buriram Key Brand Fertilizer Co., Ltd. (KBF) to conduct organic fertilizer production and distribution business. • Established Buriram Power Co., Ltd. (BPC) for support expansion of biomass electric energy business due to expansion of amount of cane sent to crush which increase the amount of bagasse correspondingly. BPC have had equipped capacity 9.9 MW and made a trading contract with PEA
2012
• BRR increased its registered paid-in capital to 320 million Baht. • BEC started distributing electricity to PEA in May, 2012. • KBF stated production and distribution of organic fertilizer and had production capacity 30,000 tons per annum • BRR has participated in “New share, proud of province” project, a project of the Securities and Exchange Commission, which allow the Company to gain several privileges, for example, capital market workshop, advise from related organization, plague of honor, etc. 15 Annual Report 2015
Year
Major events
2013
• Buriram Sugar Co., Ltd. has converted to Buriram Sugar Public Co., Ltd. • BRR has increased its registered capital to 676,750,000 Baht to support IPO which consists of - Capital increase ordinary shares amounted 180,800,000 shares offered to existing shareholders at specified value price - Capital increase ordinary shares amounted not exceeding 6,767,500 shares offered to directors, executives, and employees at 2.70 Baht per share - Capital increase ordinary shares amounted not exceeding 169,182,500 shares offered to public • BEC participated in “Thai power love Thai energy” broadcast on Thai News Network on July 22, 2013. • BRD had more 872 farmers and own more 8,153.92 Rai of cane growing area in production year 2012/2013 totaled 7,133 farmers and 129,516.73 Rai of cane growing area. BRD finished creating UAV for cane farm survey and initialized flight in January 2013. The UAV operating time is 20 minutes at altitude 300 meters.
2014
• BSF increased its capacity to 17,000 TCD • BEC participated in “Electalon Passion Life” broadcast on Royal Thai Army Television station on August 4, 2014 • BRD had more 2,754 farmers and own more 38,857.92 Rai of cane growing area in production year 2013/2014 totaled 9,877 farmers and 168,374.65 Rai of cane growing area. • BRR has registered in The Stock Exchange of Thailand in November 6, 2014.
2015
• Established Buriram Agro Energy Co., Ltd. (BAE), which is held 99.99 per cent of shareholding by BRR. The objectives are produce and sell ethanol. Recently is yet to start operations. • Established Buriram Power Plus Co., Ltd. (BPP) for producing biomass power. Currently, there has not started business operation because there is asking for license to produce electricity from the Energy Regulatory Commission (ERC). • Established Buriram Super Power Co., Ltd. (BSP) which is held 99.99 per cent of shareholding by BEC for supporting the operation of the energy in the future. Currently, there has not started business operation. • The resolution of Extraordinary General Meeting of Shareholders No. 1/2015 approved the issuance and offering of debentures of 2,000 million baht to expand production capacity to 23,000 cane tons per day and / or general working capital of the Company. • End of the year 2015, there was approved by the Office of the Cane and Sugar Board to set 2 sugar factories in the area of Chamni district, Buriram province and Nonnarai district, Surin Province with production capacity of 20,000 cane tons per day of each factory.
16 Annual Report 2015
Buriram Sugar Public Company Limited
Shareholding Structure of the Company group The Company is holding company consisted of 8 subsidiaries, 5 operational companies and 3 companies that have still not operated, as follows: Nature of Business regarding definition of the SEC
Registered Capital (Million Baht)
Investment proportion (%)
1,050.00
99.90
Manufacture and distribute sugar (core business)
Company that conduct core business
80.00* (74.00)**
Buriram Energy Co., Ltd.
135.60
99.99
Biomass power plant
Subsidiary
3.18* (7.00)**
Buriram Power Co., Ltd.***
170.00
99.99
Biomass power plant
Subsidiary
3.32* (10.00)** (Started to operate in quarter 2 of year 2015
Buriram Power Plus Co., Ltd.***
10.00
99.99
Biomass power plant (in process to ask for ERC***** approval on the energy industry license)
Subsidiary
N.A.**** (Currently, there has not started business operation)
Buriram Super Power Co., Ltd.***
5.00
99.99
Biomass power plant (To support future project of biomass electricity generation)
Subsidiary
N.A.**** (Currently, there has not started business operation)
Key Brand Fertilizer Co., Ltd.
15.00
99.99
Produce and distribute organic fertilizer
Subsidiary
8.81* (2.00)**
Buriram Agro Energy Co., Ltd.
10.00
99.99
Produce and distribute ethanol (in process to do EIA report)
Subsidiary
N.A.**** (Currently, there has not started business operation)
70.88
99.99
Research and development to improve efficiency of cane growing and caring
Subsidiary
4.69* (7.00)**
Name of Company
Nature of Business
Size of Subsidiary to the Holding Company*
Sugar Business Buriram Sugar Factory Co., Ltd.
Byproduct Business
Support Business Buriram Sugarcane Research and Development Co., Ltd.
17 Annual Report 2015
Remark : * **
Sizes of Subsidiary to the Holding Company are calculated using revenue of subsidiary’s core business divided by 2015 total revenue instead of categorize by asset size, since the Company believes that revenue method capable to show operating performance and return from investment of subsidiaries more accurately than asset method. Sizes of Subsidiary to the Holding Company calculated using asset criteria by divide total asset of subsidiary after deducted connected transaction with total asset of the Holding Company at the end of 2015 *** To hold the shares by Buriram Energy Co., Ltd. **** In the year 2015, the subsidiary has not started business operation. Therefore it is unable to calculate the size of subsidiary for the Holding Company. ***** ERC is Energy Regulatory Commission
Subsidiary Structure of Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited
99.90%
99.99%
99.99%
99.99%
99.99%
Buriram Agro Energy Key Brand Fertilizer Buriram Sugar Factory Buriram Sugarcane Research Buriram Energy Co., Ltd. (Biomass Power Co., Ltd. Co., Ltd. and Development Co., Ltd Co., Ltd. Plant 9.9 MW) (Organic Fertilizer Business) (Ethanol Business) (Promote cane growing) (Sugar Business)
99.99%
99.99%
Buriram Power Co., Ltd. (Biomass Power Plant 9.9MW)
Buriram Power Plus Co., Ltd. (Biomass Power Plant 9.9MW)
99.99%
Buriram Super Power Co., Ltd. (Power Plant)
Relationship of major shareholders with the business group -None-
18 Annual Report 2015
Buriram Sugar Public Company Limited
Nature of Business The Company’s revenue structure
Revenue structure of the Company and its subsidiaries are as follows: Company and Subsidiaries
2013
2014
2015
Million Baht
%
Million Baht
%
Million Baht
%
1. Revenue from sugar and molasses sales 1.1Revenue from domestic brown sugar sales
BSF
886.64
22.25
908.37
22.97
961.78
22.39
1.2 Revenue from international raw sugar sales
BSF
2,188.11
53.42
2,129.35
53.85
2,110.52
49.13
1.3 Revenue from domestic molasses sales
BSF
293.59
7.32
290.32
7.34
358.09
8.33
3,368.34
82.66
3,328.04
84.17
3,430.39
79.85
Total revenue from sugar and molasses sales 2. Revenue from byproduct business 2.1 Revenue from electricity sales
BEC,BPC
132.62
3.31
182.53
4.62
279.00
6.49
2.2 Revenue from fertilizer sales
KBF
275.13
6.86
285.04
7.21
378.30
8.81
BSF,BRD
202.78
6.22
124.71
3.15
138.96
3.23
610.53
16.39
592.28
14.98
796.26
18.53
BRR,BSF, BRD,BEC,BPC
29.93
0.75
23.92
0.60
63.26
1.47
BSF
(24.24)
(0.60)
9.79
0.25
6.12
0.14
3,984.56
100.00
3,954.03
100.00
4,295.85
100.00
2.3 Revenue from other sales Total revenue from byproduct sales 3. Other revenues * 4. Revenus (loss) on foreign exchange rate Total revenue
Remark *Other revenues are profit from asset selling, bad debt recovery, interest received, etc.
19 Annual Report 2015
Manufacture and distribute sugar business: Operated by BSF Natures of products and services BSF was awarded ISO 9001: 2008 certificate in 2001 for quality management, “QMS” (“Quality Management System”) which ensures customer satisfaction, “GMP“ (“Good Manufacturing Practice”), HACCP which help managing hazard analysis and critical control points which certificates for our good quality sugar, and Halal which ensure product permission for Muslims. Sugar produced by BSF can be divided into two categories according to their type and level of purity which are: raw sugar and brown sugar. A quantity of sugar production is shown below. 2013
2014
2015
Ton
%
Ton
%
Ton
%
Raw Sugar
142,825.69
75.43
152,947.00
76.00
167,499.00
76.68
Brown Sugar
46,511.23
24.57
48,265.00
24.00
50,916.00
23.32
Total
189,336.92
100.00
201,212.00
100.00
218,415.00
100.00
1. Raw Sugar
2. Brown Sugar
Raw sugar is the sugar from the initial production process by boiling and crystallizing sugarcane. Raw sugar has a color value higher than 1,500 ICUMSA. It is dark brown, and has a high dirt index and a low purity index. Raw sugar crystal tends to stick together and not crumbly. This type of sugar cannot be consumed until it is refined or purified, turning into white sugar or refined sugar. Transfer is done in bulk without the use of sacks to export.
Brown sugar is purified sugar without processing its color value; so it becomes gold with the color value lower than 1,000 ICUMSA. The Company manufactures brown sugar with 401-1,000 ICUMSA (the 3rd grade), 0.1% moisture to sell to distributors in community and nearby areas in Buriram, and up-country areas. The variety of package is provided for customer satisfaction as follows: (Quality control results)
High polarization sugar is partly purified raw sugar. High pol sugar has a color value between 1,000 and 1,500 ICUMSA. It is yellow blend with brown. It can be consumed without any further process needed. To distribute, BSF packs high polarization sugar in sacks before export to international market.
20 Annual Report 2015
-
1kg per package 50kg per package 1kg per package in 50kg sack 500g per package 500g per package in 25kg sack 1kg per package in 25kg sack
Buriram Sugar Public Company Limited - Filter cake Sugarcane filter cake (press mud) is a byproduct from sugarcane juice filtration. Composing of various nutrients, e.g. protein and other minerals, the layer of filter cake protects the soil against erosion, adjusts pH, improves water retention, ameliorates physical and biological soil properties, and is an important source of plant nutrients. Filter cake can also be used as animal food or biochemical gas production.
Aside from sugar from sugar manufacturing, 14,000 tons of sugarcane, which BSF can process to 1,500 tons of sugar, also provides other byproducts which are 600 tons of molasses, 3,500 tons of bagasse, and 600 tons of filter cake. The physical characteristics and utility of byproducts are as follows: - Molasses Byproduct of sugar production, molasses is dark and sweet syrup left over from the centrifuge process. Most of molasses composition is uncrystallised sucrose. A ton of sugarcane processed in sugar factories provides 40-45 kilograms of molasses as a byproduct.
BSF currently distributes its filter cake to Key Brand Fertilizer Co., Ltd. (KBF) which is one of the subsidiary companies of BRR. KBF then use the filter cake as a main component to produce organic fertilizer and sell it to BRD to support farmers in the plantation area by improving soil fertility and increasing amount of sugarcane per area.
Molasses can be used as food and beverage production material like liquor, yeast, MSG, vinegar and sauce, including organic fertilizer and ethanol production as well.
Moreover, steam from sugar production can be utilized to propel machineries and generate electricity. BSF has an electric generation capacity of 12 MW and currently generates 10 MW for usage in the sugar factory. The additional generation helps reduce electricity cost and manage existed resource sustainably.
- Bagasses Bagasse is the remained fibrous residues after sugarcane stalks are crushed to extract their juice. It contains carbon, hydrogen, oxygen, and nitrogen and can be used as an effective biofuel for electricity generation after being dry in the sun. Aside from biofuel, it can also be used for making paper, fiber board, particle board, or cellulose fibers production. Currently, Buriram Energy Co., Ltd. (BEC) and Buriram Power Co., Ltd. (BPC) are both of subsidiary companies of BRR, conducts biomass electricity generation business with capacity up to 9.9 megawatts of each plant, using bagasse as a biofuel. Surplus electricity amount 8 megawatts of each plant are sold to Provincial Electricity Authority and remaining 1.9 megawatts of each plant are supplied to the factory. The remaining bagasse is sold to other biomass power plants.
21 Annual Report 2015
Market and Competition
- Have an excellent understanding of cane types and varieties suitable for plantation area and appropriate time to harvest cane, for example, cane harvested at the end of monsoon season that are highest in quantity and quality is planted at the end of October to January. Proper age of the cane is 12 to 13 months. While cane harvested at the beginning of monsoon season has disadvantages that are: low products and quality, high cost, lots of weeds, and risk from flood. And stump cane which is cane that grow from cut cane cost lower and may provide more or less products compare to new-grown cane depended on caring.
Competitive Strategy
Accumulating experience and expertise more than 50 years, the Company has developed its sugar business consistently via inventive activities such as new research and development on sugarcane variety, tool and machinery used in sugar production business, sugarcane cultivation extension, and sugarcane plantation management system. The execution ensures that the Company operates its business in accordance with its own vision which is “Excellence in knowledge and management to ensure raw materials security and better living conditions for cane growers.”. The competitive strategies that the Company has utilized are as follows:
- Improve soil and fertilizer constantly via collaboration with Suranaree University of Technology, Nakhon Ratchasima to develop fertilizer composition that suitable for every sugarcane plot which will increase products and reduce cost of farmers.
• Suitability of sugarcane plantation area From statistical data of sugarcane growing area in 2015/ 2016, the northeastern region of Thailand produced the highest quantity of sugarcane to factories thanks to rainfall and climate suitable for cane growing. From 2015/2016 report, Buriram sugarcane growing area covered 200,941 Rai (ranked 8th compared to other provinces in the northeastern region) and produced cane 11.09 tons/rai.
- Control spread of disease and insect by natural means, for example, breeding Trichogrammas to control stem borers, breeding green fungus to control stem boring grubs, and etc. to ensure safety of raw material. - Have cane growing promotion department to ensure required quantity and quality of cane. Cane growing will be supported closely by promoters dispatched to every area totaled 10 branch offices. Each promoter is responsible for 30,000-50,000 tons of cane or 200-250 farmers by using online information technology, geographic information system, and GPS to survey and manage cane growing area systematically.
• Strength of Research and Development (Operated by Buriram Sugarcane Research and Development Co., Ltd.) From the notion “Sugar is made in farm. The factory is only a cane extractor”; hence Buriram Sugarcane Research & Development Co., Ltd. or BRD which is responsible for promotion of sugarcane growing is essential for the Company’s business. Distinctive points of BRD are:
- Promote use of water system to increase cane products which results in increasing time of cane growing outside ordinary season as well as distribution of fertilizer via the water system. By utilizing the system, the production can increase from normally 10-20 tons/rai to 30-40 tons/rai. 22
Annual Report 2015
Buriram Sugar Public Company Limited
- Organize workshop to create understanding of appropriate production technology and divide farmers by success level of cane growing to simplify development. farm.
- Arrange study trip both domestic and international to develop and apply experience suitable for each farmer’s
- Utilize strong farmer group system to ensure planning, controlling, and monitoring cane management systematically and timely with suitable equipments and sufficient services. • Raw material procurement capability and quality material Because the Company recognizes the importance of cane farmers, the Company concentrates on the academic development and loan for cane farmers which are well-received. The participated cane farmers increase gradually every year from 5,600 farmers in 2010 to 12,500 farmers in 2015 and cane growing area is increase from 118,000 Rai in 2010 to 200,000 Rai in 2015. Most of cane farmers are skillful in cane growing, proficient in occupation, and ready to develop themselves together with the factory which resulted in an increase of an amount of sugarcane crushed. The Company manages its sugarcane procurement via contract farming. By providing fund, fertilizer, chemical, sugarcane variety, or other agricultural machinery, the Company is able to secure future sugarcane ownership in 50 kilometers area around the factory before cane crushing season. Additionally, the Company aims to keep good relationship with farmers by sending 10 teams of agricultural extension officers to make a field research at each plot, recommend suitable sugarcane variety, manage soil and water condition, and help take care of each cultivation period from growing to harvest and distribution. The actions make certain that farmers can produce quality sugarcane, gain more crop yield, receive steady revenue, and become respectable alliance with the Company. Through indicated management, BSF has never faced scarcity of sugarcane in cane crushing season. Moreover, zoning among sugar factories in the areas of Buriram, Surin, and Nakhon Ratchasima has been established to prevent purchasing competition between the sugar factories.
23 Annual Report 2015
Table shown cane growing area, amount of cane crushed, and number of contractor which receive support 2015/16
2010/11
2011/12
2012/13
2013/14
2014/15
Growing area (Rai)
118,000
107,900
129,000
168,000
176,000
189,000
Amount of Cane crushed (million ton)
1.58
1.48
1.75
1.77
1.95
2.20
Number of contractor (person)
5,600
6,000
9,000
15,000
15,500
16,000
(estimated)
• Production efficiency and sweet quality The Company places importance from area selection, cane variety preparation, soil analysis, growing and caring, and quality harvest (proper age, variety, and freshness). The caring of cane from receiving support until growth cause farmer to be able to produce high quality cane. BSF is capable of producing sugar more efficiently compared to industry average as shown below: Propotion of sugar per ton cane
(kg per 1 ton cane) 2015/16
2010/11
2011/12
2012/13
2013/14
2014/15
BSF
101.91
109.55
105.00
117.66
118.60
119.00
Industry average
101.17
101.33
100.28
100.93
106.64
N.A.
(estimated)
Aside from fine cane, the Company also focuses on improving efficiency of machines which are controlled by computer system, from transport cane for crushing to sugar packing. The Company also inspects quality of each process and appoints international food quality inspection firms to inspect quality of sugar in the last process before distribution. Additionally, cumulative experience and expertise more than 50 years make the Company capable to produce high-class sugar.
24 Annual Report 2015
Buriram Sugar Public Company Limited • Resourceful sugarcane farm management BRD use online information system and satellite system to survey cane growing area. The information can be accessed through mobile phone or website including all cane growing activities and plot management, from plot area measuring to queueing which make promotion work correct and fast as well as receive fine cane. The Company’s promoters also monitor and solve farmers’ problem to help farmers gain more product at required quality.
• Create satisfaction and maintain good relationship with customers The Company places importance on customer satisfaction via surveying sugar market in each area, studying popularity of each sugar brand, researching customer behavior and demand in each area, being open for suggestion and complain, as well as provide satisfaction questionnaire every 3 months to improve, amend, and develop products and services continuously to ensure that customers can have confidence and trust in the Company’s efficient production processes and services.
Nature of customers and distribution channel
BSF distributes sugar to both domestic and international customers, brown sugar for domestic distribution and primarily raw sugar for international market. In the previous 4 years, proportions of revenues from domestic and international market are as follows: Revenues from Domestic and International market 2013
2014
2015
Million Baht
%
Million Baht
%
Million Baht
%
886.64
28.84
908.37
29.90
961.78
31.30
Raw sugar
2,188.11
71.16
2,129.35
70.10
2,110.52
68.70
total
3,074.75
100.00
3,037.72
100.00
3,072.30
100.00
Domestic Brown sugar International
25 Annual Report 2015
Target customer and distribution channel 1. Domestic sales (Quota A) BSF distributes brown sugar to domestic customers via distributor or sells directly to consumers in local community and nearby areas in Buriram and other upcountry province under “Double Key” brand. Buyers obtain products in front of the factory. Distributors are likely to buy 50kg sugar from BSF to resell to consumers. Since this sugar distribution channel is very competitive, BSF’s sales department monitors sugar demand constantly, conducts customer satisfaction surveys every 3 months, and initiate sales promotion to maintain market share for this customer group. Distributor may request product 3-4 days in advance or receive orders from customer daily. Thanks to strong relationship between BSF and its customers, current customers are long-time customers who have confidence in quality and on-time delivery of the products. To expand sales and customer base, BSF try to reach new customers who have potential to efficiently obtain and distribute products in each area via market survey in various provinces to seek major distributors continuously. Following table shown ratio of domestic distribution channels 2013
2014
2015
Million Baht
%
Million Baht
%
Million Baht
%
Distributor
886.64
100.00
908.37
100.00
961.78
100.00
Total revenue
886.64
100.00
908.37
100.00
961.78
100.00
2. International sugar trade (Quota B and C) In sugar export, Quota B is the raw sugar in the amount that The Office of the Cane and Sugar Board decides and exports via Thai Cane and Sugar Co., Ltd. Quota C is the remaining sugar from Quota A and B by which BSF can export through seven authorized exporting companies. The Company associated with other 19 sugar factories found The Thai Sugar Trading Co., Ltd. to be a representative for sugar export of BSF. The Thai Sugar Trading Co., Ltd. has responsibilities as follows: - The Thai Sugar Trading Co., Ltd. delivers products, provided necessary documents for export and Customs procedures, as well as collects money from BSF’s customer. - The Thai Sugar Trading Co., Ltd. signs loan contract for BSF export with a commercial bank on behalf of The Thai Sugar Trading Co., Ltd. for financial support. - The Thai Sugar Trading Co., Ltd. will transfer amount of money received from export loan with the commercial bank to BSF. BSF then issues promissory note to The Thai Sugar Trading Co., Ltd. as evidence on transaction. The interest rate that BSF pay to The Thai Sugar Trading Co., Ltd. in the promissory note is same as interest rate that The Thai Sugar Trading Co., Ltd. pay to the commercial bank. 26 Annual Report 2015
Buriram Sugar Public Company Limited
For international trading of Quota C, BSF will make a contract for each transaction. A contract last approximately 3 months and specify a quantity of sugar required to deliver without specific price. The price of products delivered will be set later based on world market price at delivering date. Most customers of BSF are large international wholesaler like Bunge Louis Dreyfus Sucden, Olam Wilmar, and etc. who have good financial position. The inspection of customers’ financial position will be performed through The Thai Sugar Trading Co., Ltd.
Pricing policy 1.Domestic sales (Quota A) Two Thai ministries are responsible for determining domestic sugar price. Ministry of Industry by Office of The Cane and Sugar Board set sugar price for selling at factories’ front while Ministry of Commerce by Central Board on Prices of Goods and Services set sugar price for retail. The announcement of Central Board on Prices of Goods and Services on January 26, 2015 determine sugar price for each delivering place and selling area as follows: 1.1 Wholesale price (including sac) delivered at factory every area of Thailand Refined sugar per sac (net sugar quantity 50kg)
1,070.00 Baht
White sugar grade 1 and 2 per sac (net sugar quantity 50kg)
1,016.50 Baht
White sugar grade 3 per sac (net sugar quantity 50kg)
1,016.50 Baht
1.2 Wholesale price (including sac and distributution since 6 sacs or 300 kgs.) delivered at wholesellers’ store every area of Thailand Refined sugar per sac (net sugar quantity 50kg)
1,104.75 Baht
White sugar grade 1 and 2 per sac (net sugar quantity 50kg)
1,051.25 Baht
White sugar grade 3 per sac (net sugar quantity 50kg)
1,038.00 Baht
1.3 Retail price in Bangkok, Nonthaburi, Pathum Thani, Samut Prakan, and Samut Sakhon Refined sugar per kg (net sugar quantity 1kg)
22.85 Baht
White sugar grade 1 and 2 per kg (net sugar quantity 1kg)
21.85 Baht
White sugar grade 3 (brown sugar) per kg (net sugar quantity 1kg
21.35 Baht
Source : Office of The Cane and Sugar Board 27 Annual Report 2015
If there’s separation of sugar to 1kg package, price of the package can not exceed 0.70 Baht per kg and 0.75 Baht per kg for wholesale and retail correspondingly, for example, selling price of refined sugar in 1kg package in Bangkok equal to 22.85+0.75 = 23.60 Baht and 23.50 Baht in other areas. 2. International sales (Quota B and C) Selling price of Quota B International sugar sales volume of Quota B is determined by The Office of the Cane and Sugar Board and Thai Cane and Sugar Co., Ltd. is the organization that decide export sugar price. The Company also sets policy on sales proportion, selling price, and exchange rate approximated to Thai Cane and Sugar Co., Ltd. to reduce risk from fluctuating of sugar price and exchange rate. Selling price of Quota C The Company set policy on international sugar selling price based on world market, for example, New York Sugar No.11 future price and London Sugar No.5 future price.
Sugar Industry’s Market Situation
1) Overall picture of World’s Sugar Industry 1.1) World Sugar Supply and Demand Unit: Million Ton1 World Sugar’s Production Consumption and Stock (October – September) 2007/08
2008/09
2009/10
2010/11
2011/12
2012/13
2013/14
2014/15
2015/162
Production
166.520
151.615
158.451
165.201
174.575
184.098
181.347
181.729
176.903
Consumption
161.042
161.968
162.567
162.774
168.425
172.461
175.997
178.851
181.658
Stock
70.517
71.533
60.048
55.951
57.130
63.684
72.787
77.491
78.444
Source: World Sugar Balances 2006-07 – 2015/16 F.O. Licth’s International Sugar and Sweetener Report, 05.02.2016 Remarks: 1. Metric ton raw value 2. Estimated
2014/15 crop year was volatile due to the change of weather condition. It had an effect on sugar production all over the world. Meanwhile, many research offices announced that the world is starting to enter deficit era where demand of sugar is higher than supply of around 500,000 tons. It is also predicted that the trend will be higher in 2015/2016 crop year. However, the amount of stock in countries with high consumption of sugar such as China and India is still in a high level. Therefore, the price of sugar has not become higher.
28 Annual Report 2015
Buriram Sugar Public Company Limited 1.2) World Sugar Industry Unit: Million Ton1 Big Players
Sugar Production (October - September) 2011/12
2012/13
2013/14
2014/15
2015/162
Brazil
35.2
41.1
39.5
34.7
38.8
India
28.6
27.3
26.5
29.0
26.0
China
12.5
14.2
14.4
11.4
9.2
European Union (EU)
19.0
17.4
17.1
19.0
14.9
USA
7.7
8.1
7.6
7.8
8.1
Thai
10.5
10.3
11.6
11.3
10.3
Australia
3.6
5.0
4.0
5.1
4.8
Source: 1. World Sugar Balances 2006-07 – 2015/16 F.O. Licth’s International Sugar and Sweetener Report, 05.02.2016 2. India Sugar Millers Association (ISMA) 3. Sucden 4. Office of the Cane and Sugar Board, Ministry of Industry Thailand Remark: 1. Metric ton raw value 2. Estimated
Important production countries have less sugar production because of the effect from El Nino phenomenon, especially in India and China. It is, therefore, expected that in 2016, the world will short of sugar at approximately 4 – 5 million tons. In China’s alone, sugar production significantly dropped due to the problems of drought and decreasing cultivated area. 1.3) World’s Key Sugar Consumers Unit: Million Ton1 Key Sugar Consumers
Consumption (October – September) 2011/12
2012/13
2013/14
2014/15
2015/162
India
24.5
25.3
26.2
27.2
27.7
European – Union (EU)
19.0
19.0
19.2
19.3
19.3
China
15.3
15.7
16.1
16.6
17.1
Brazil
12.6
12.7
12.6
12.4
12.4
USA
10.2
10.6
11.1
10.9
10.9
Indonesia
5.6
5.9
6.3
6.5
6.7
Source: 1. World Sugar Balances 2006-07 – 2015/16 F.O. Licth’s International Sugar and Sweetener Report, 05.02.2016 2. Indian Sugar Mills Association (ISMA) 3. Office of the Cane and Sugar Board, Ministry of Industry Thailand Remarks: 1. Metric ton raw value 2. Estimated 29 Annual Report 2015
Due to the growing rates of economy and population, India and China are countries that have very high sugar consumption ratio. The trend of sugar consumption in the world has been continuously growing at 2% per year. Asia continent is the area that has the highest shortage. In the present time, the world consumes around 180 million tons of sugar a yearly and it is predicted that the rate will increase to 200 million tons in the next 3 – 4 years. Asia and Africa have high level of growth while America and Europe has a stable growth. This is, therefore, an important opportunity for Thailand as Asia’s No. 1 of sugar exporter to play a role as a sugar manufacturer.
1.4) World’s Key Sugar Exporters Unit: Million Ton1 Key Sugar Exporter
Exports (October – September) 2011/12
2012/13
2013/14
2014/15
2015/162
Brazil
22
29.6
24.7
23.7
25.4
Thai
7.2
7
7.3
8
7.9
Australia
2.6
3.1
3.2
3.6
3.6
Guatemala
1.7
2
1.8
2.5
2.2
India
3.8
1
2.7
2.6
2
Other Countries
23.1
24.1
24.7
24.6
24.9
Source: 1. World Sugar Balances 2006-07 – 2015/16 F.O. Licth’s International Sugar and Sweetener Report, 05.02.2016 2. Sucden 3. Office of the Cane and Sugar Board, Ministry of Industry Thailand Remarks: 1. Metric ton raw value 2. Estimated
Although Thai’s sugar export volume is 3 times behind Brazil, Thailand’s role in the world’s sugar market is increasingly significant according to the rising amount of exported sugar. However, the effect of climate change especially El Nino phenomenon is another important factor that affects the balance of the world’s sugar. Our company in 2015 has the total numbers of sugar export of 160,000 tons. The 5 most important markets are South Korea, Indonesia, Taiwan, Mozambique and China.
30 Annual Report 2015
Buriram Sugar Public Company Limited 1.5) World Important Sugar Importers Unit: Million Ton1 Sugar Importers
Imports (October – September) 2011/12
2012/13
2013/14
2014/15
2015/162
Indonesia
2.8
4.2
3.8
3.1
4.2
USA
3.3
2.9
3.2
3.3
2.9
China
4.3
3.7
4
5
4.5
United Arab Emirate
2.1
2.2
2.5
1.9
2.2
Malaysia
1.9
1.9
2
2
2
Others
46.4
49.4
48.3
47.7
48.4
Source: 1. World Sugar Balances 2006-07 – 2015/16 F.O. Licth’s International Sugar and Sweetener Report, 05.02.2016 2. Office of the Cane and Sugar Board, Ministry of Industry Thailand Remarks: 1. Metric Ton Raw Value 2. Estimated
From the effect of climate change and the entry into force of ASEAN Economic Community (AEC), as well as the enforcement of commitments under ASEAN Trade in Goods Agreement (ATIGA), Thailand stands to gain from the opening up of market access for sugar. In 2016, Indonesia’s sugar imported tariff is lower for ASEAN sugar origin, therefore Thai sugar has comparative advantage over other competitors outside the group. Analysis 2015 had high level of fluctuation including a drop of world sugar price to the lowest point in 8 years on 24th August 2015 at the rate of 10.39 cent/pound and the price gradually rose to 15.58 cent/pound on 3rd December 2015. The main reasons that affect price movement consist of: 1) It was the first year that the world's sugar production is lower than demand after 5 consecutive years of world’s sugar surplus. However, sugar stock in some manufacturing countries and major importers is still high, which makes world sugar price still fluctuated by the role of funds and speculators. 2) Brazil economy, which is the world’s number 1 sugar manufacturer and exporter, was declining recently. The value of Real was down from 2.55 Real per one US dollar to the level of 4.20 Real per one US dollar in late September, 2015, more than 50% weakness, making Brazilian sugar more competitive over sugar from other origins.
31 Annual Report 2015
Source: Bloomberg Business
3) The crude price in the world market has fallen continuously pressing the price of other commodities. 4) The recession or downturn of China economy is affecting the world economy. 5) The changes of the Earth's climate, especially the El Nino phenomenon, directly affect to all major sugar-producing countries like Brazil, China, India and Thailand. 6) The roles of the funds and the speculators. 7) Change of the economic policy of the major countries.
2) Thailand and World Sugar Market Thailand has long been Asia and ASEAN’s number one sugar exporter. On the world scale, Thailand is second after Brazil. With its geographical location in Asia, the world biggest deficit region of around 10 million tons a year, Thailand has some advantage over its main rival, Brazil and Australia. Nonetheless, it has been forecasted that in 2020 gab between demand and supply will reach 15 million tons. This provides opportunity for Thai sugar exporters to fulfill the rising demand Although there are a lot of opportunities to produce sugar to meet the demand in Asia’s market, Thailand still encounters many challenges such as the climate change, the fluctuation of the price that is effected by different factors, the shortage of irrigation system and the lack of research, etc.
32 Annual Report 2015
Buriram Sugar Public Company Limited
2.1) Thailand’s Sugar Export Destinations (January -December) Unit: Ton Countries
Export Volume 2014
2015
2016
2015
Indonesia
1,898,087
1,781,115
1,746,594
1,861,232
Japan
847,580
754,252
752,211
634,719
Cambodia
599,571
651,578
546,950
490,904
China
965,491
262,678
704,382
876,871
Malaysia
448,081
326,163
676,875
497,805
Others
2,723,936
2,785,941
2,894563
3,604,974
Total
7,482,746
6,561,727
7,321,575
7,966,505
Source: Office of the Cane and Sugar Board, Ministry of Industry Thailand
2.2 ) Sugar Price Record New York No. 11 Sugar Price on December 2014 – December 2015 Unit: Cent/Pond
Source: F.O. Lichts’ International Sugar & Sweetener Report, January 5, 2016, Vol. 148 No. 1
On February 2, 2011, New York No. 11 sugar price hit 36 cent/pound, the highest record in decade. Since the price hike, sugar producing nations had expanded their capacities and cane growers had also increased their cane acreages leading to big global surplus. As a result, the price gradually fall and touched 14 cent/pound in late 2014. However, several research houses have recently predicted that sugar demand is to set to exceed supply in 2016. World sugar will enter deficit period from next year and price is expected to rise accordingly. 33 Annual Report 2015
The sugar price was decreased as a result of the expansion of sugar cane cultivation area and sugar production capacity of the country's major manufacturers that cause oversupply in the market. While the demand of sugar consumption growth only 2% per year, however, during the year 2016, several research houses have recently predicted that sugar demand is to set to exceed supply and World sugar will enter deficit period from next year and price is expected to rise accordingly. After the sugar price decreased to the level of 10.13 cents per pound during the month of August 2015, it again changed the price up to 15.24 cents per pound in December 2015
for smooth transition to ASEAN Economic Community (AEC) in early 2016. As a more comprehensive legal instrument, ATIGA’s commitments and tariffs reduction framework are stricter than CEPT in order to prevent members, particularly the six original members from evade their obligations, while providing some flexibility for new members or CLMV. The opening up of markets under AFTA then ATIGA for Thailand, if succeed , would greatly benefit Thai cane growers and sugar industry as a whole rather than harmful. The objective of ASEAN trade liberalization is to create single production base for Asia in parallel with the building of social and cultural harmony among members. If ASEAN become a production base for food, beverage and other sugar related businesses, it will strengthen regional cane and sugar industry. Besides, extension businesses include bio-energy, bio-chemical and bio-plastic would add values and attract investment to ASEAN.
2.3) Thai Sugar Industry Commitments under FTAs As world No. 2 sugar exporter and its geographical proximity to Asia, the biggest sugar consuming region with ap- proximately 10 million tons of sugar demand over supply, Thailand has some comparative advantages over its main rivals, namely Brazil and Australia. Besides, the entry into force of several bilateral, regional and multilateral free trade agreements, the Thai government has committed with others to liberalize as well as enhance its economic sector competitiveness, is the main mechanism for sugar markets expansion per se. Important FTAs include 2.3.1) ASEAN Economic Community (AEC) Established in 1992 by ASEAN’s head of states, ASEAN Free Trade Agreement (AFTA) was formed to enhance ASEAN members’ competitive advantage as an integrated production and market base. The main objective is to liberalize trade through the elimination of intra-regional tariffs and non-tariff barriers (NTBs) and the restructuring of customs duty to facilitate intra-ASEAN trade using Common Effective Preferential Tariff (CEPT) Agreement as a tool.
Under the obligation of ASEAN trade liberalization, cane growers and sugar mills have to enhance their efficiency to ensure their competitiveness. Cane growers need to understand the changing business environment in the region. They should focus their effort on cane growing development to reduce cost and increase yield in comparison to high standard sugar exporting nations-Brazil and Australia. Sugar mills have to upgrade their production standard to match their rivals in parallel with the effort to preserve national resources and environment. They both have to monitor the movement of sugar market and the progress of technology. Challenging factor for Thai’s cane and sugar industry is the need to restructure its sugar regime especially the domestic quota and price management in consistent with obligation under ATIGA. However, any changing policy must address the benefits of all concerned parties-consumers, cane growers and sugar mills.
In 2007, CEPT was reviewed and finally changed to ASEAN Trade in Goods Agreement (ATIGA) which entered into force in May 2014 with the aim to cover every aspect of trade issues to prepare ASEAN members 34
Annual Report 2015
Buriram Sugar Public Company Limited
Cane growers and sugar mills may also have to take risk from the fluctuation of world sugar price despite the fact that the chance of low sugar price barely exists due to Asian economic growth and strong sugar consumption demand. ASEAN Economic Community poses both opportunity and challenge to Thai’s cane and sugar industry. As Asia’s No. 1 and World No. 2 sugar exporter, the industry has to adjust to change to stay ahead of its competitors. 2.3.2) ASEAN-South Korea Free Trade Agreement The reduction of raw sugar tariffs under ASEAN-South Korea FTA benefits Thailand the most as South Korea is one of Asia major raw sugar importers. Each year, South Korea imports around 1.6 million tons of raw sugar and 500-20,000 tons of white sugar In the year 2016, the Republic of Korea imported sugar from Thailand with the total of 527,895 tons. The tax reduction for the raw sugar item will benefit Thailand over other competitor countries. 2.4) Domestic Sugar Industry Domestic sugar industry was governed by Cane and Sugar ACT 1984, the Cane and Sugar Board determines the quantity of sugar for the domestic distributor. In each year, they will estimate the domestic consumption and will regulate a quota for every plant to produce and distribute. Meanwhile, sugar retail price is to be determined by Ministry of Commerce according to Price of Goods and Services Act 1992. In 2014/15 crushing season, Thailand has 51 sugar mills with crushing capacity of 110 million tons/year. Over 11.3 million tons of sugar were produced during the crushing season starting from November to April. Thai Sugar Groups and Companies Group
No. of Factory
Sugar Production (Ton)
Share (%)
Mitr Phol
6
2,304,306
20.32
Thai Roong Ruang
7
1,595,595
14.07
KTIS
3
991,570
8.74
KSL
5
919,648
8.11
Wangkanai
4
565,676
4.99
Korach
2
645,006
5.69
Banpong
2
438,302
3.87
Erawan
2
641,393
5.66
Kumphawapi
2
407,521
3.59
Chonburi
4
539,306
4.76
Thai Sugar Mill
2
328,395
2.90
Mitr Kasetr Industry
2
250,458
2.21
BRR
1
231,408
2.04
Other
9
1,480,495
13.06
Total
51
11,339,085
100
Source: Thai Sugar Millers Corporation Limited (TSMC) 35 Annual Report 2015
By-Product Business Biomass Power Plant Business operated by BEC, BPC The quality of the products and services – Biomass Power Plant Business Operated by BEC, BPC
Buriram Energy Company Limited (BEC) BEC has operated its business by producing biomass power, and the Company has installed the production capacity of 9.9 MW by using the bagasse as its fundamental fuel and can also use a cane leaf, chopped woods, and rice husk as the raw materials to produce the electricity. Besides, the Company also sells the electricity to the Provincial Electricity Authority (PEA) at a number of 8 MW and uses a 1.9 MW within the plant. The power plant is located in a nearby Buriram Sugar Factory in order that it is easy to bring the bagasse from the sugar production process to use as the fuel and comfortable to sell the electricity and steam to BSF.
Buriram Power Company Limited (BPC) BPC registered and operated its company in the year 2011. At present, the BEC has its authorized capital of 170 million baht. From this, the Company holds shares at 99.99% and runs the biomass power plant business. The Company claims or determines its capacity at 9.9 MW, and the Company can also use the cane leaves, chopped woods and rice husk as its raw materials in the electricity production process. That the power factory is located in the nearby location of the BEC Power Plant and Buriram Sugar Factory is to facilitate the bagasse transportation, which is the main fuel for producing the electricity. Another time, the Company can also sell its electricity to the Provincial Electricity Authority (PEA). With this, the BPC signs a contract of sales in buying the electricity with PEA. By this, PEA agrees to buy the electricity with the quantity of 8 MW. Decisively, BPC has begun to sell the electricity to PEA in April 2015. The details of the contract of sales that BEC and BPC did sign with the PEA are as follows: Company
A contract No. A date of singing the contract
Buriram Energy Company Limited
Burriam Power Company Limited
VSPP-PEA 044/2011
VSPP-PEA 008/2013
December 2011
4 April 2013
Capacity
The 8 megawatts of the maximum power quantity at 22,000 volts voltage level.
Period of Time
5 years and 5 years at a time continuously and automatically.
20 years from the date of the start of commercial supplier.
Price
The electricity rates sold to PEA are at the pressure level of 11-33 KVs in compliance with the declaration of the Electricity Generating Authority of Thailand combined with the Fuel Adjustment Charge (at the given time) (Ft), and it is expected to increase the buying power (Adder) at 0.3 baht per KW per hour for a period of 7 years from the date of the purchase and sale the electricity to the Electric Generating Authority of Thailand.
The power rates sold to the EGAT are in compliance with the statement of the Corporate Governance Committee on Energy on the issues: buying the renewable power (the sun power is not included) in the era of changing from Adder to Feed-in Tariff (FiT).
In addition, the Company has established two subsidiaries to run the biomass power production to support the expansion of the sugar business and the increase of the bagasse. In summary, the details are as follows: 36 Annual Report 2015
Buriram Sugar Public Company Limited Buriram Power Plus Company Limited (“BPP”) The Company has been registered in the year 2015 with its authorized capital of 10,000,000 baht with the full payment. Officially, the BEC holds shares at 99.99%. This company is established to implement biomass power production business by using bagasse as the primary fuel. Additionally, this is the 3rd power plant of the group of the by-products production. The Company, at present, does not yet operate its business because it is under the process asking for the permission from The REGULATORY GUIDELINES OF THE ENERGY REGULATORY COMMISSION (RGERC).
Buriram Superpower Company Limited (“BSP”) BSP is registered in the year 2015 with the authorized capital of 5,000,000 baht with its full payment. The BEC holds shares at 99.99%. This company is established to implement biomass power production business by using bagasse as the primary fuel. Also, this is the 4th power plant of the business circulation of the by-products production. The main objective of this running this company is to accommodate the growth of the biomass power plant business of the Company. At present, the business operation has not been started yet.
The Marketing and the Competition Situation The Competition Strategies With the lower production costs and efficient resource management, it makes the BEC and the BPC be able to produce the biomass power by using the bagasse, which is a by-product of the sugar production of the BSF. Consequently, one part of the power products manufactured from these two companies will be returned to use in the sugar mills, and another part will be sold to the Provincial Electricity Authority of Thailand (EGAT). This is one of the ways to benefit the bagasse, which is a by-product of BSF, and it is regarded as the effective resource management. What’s more, there is no payment for the freight of buying those raw materials from BSF. Another thing is that the power gained from the production process can be returned to use in the sugar factory. The Customer Features and Trading Channels BEC and BPC company produces and sells the biomass power with an installed capacity total 0f 7.8 megawatts. From this, the 16 megawatts of the electricity will be sold to the only one customer, namely, the Provincial Electricity Authority, following the contrast of sales dated on December 30, 2011, and April 4, 2013, while the remaining 3.8 megawatts will be stored for use within the Company group. The Pricing Policy The BEC and BPC have sold the electricity to the EGA following the declared price from the policy of the Small Power Plant Project under the price issue of the power sales. 37 Annual Report 2015
The Industry Situation and Competition The Ministry of Energy in cooperation with the Electricity Generating Authority of Thailand has considered the development plan of the country's electricity capacity of Thailand B.E. 2558-2579 (2015 – 2036) (PDP2015 plan) with an emphasis on enhancing the stability of the electrical system with the distribution of the fuel to produce electricity. In addition, it is to decrease reliance on the natural gas, increase the proportion of electricity generated from coal, a clean technology, supply more electricity from other countries, and upsurge the proportion of electricity produced from renewable energy sources; this also includes the development of power transmission systems, and power distribution systems to support the renewable energy development and enter the ASEAN Economic Community (AEC). The Production Data and the Power Consuming of Thailand The Power Development Plan of Thailand in the years B.E. 2558-2579 (PDP2015) has a brief summary as follows: At the end of the plans and at the end of B.E. 2579, there will be a total net capacity of electricity by 70,335 megawatts with the power capacity at the end of the year 2014 equaling to 37,612 MW combined with the new power plant capacity of the total 57,459 MW. Also, there are some expiration power plants (stopped operating) during the years 2015 – 2036, which means there will be 24,736 megawatts disappeared from the system. These are the power capacities during the year 2015 – 2036: - Electric Capacity at December 2014 37,612 megawatts - New Electric Capacity during 2015 – 2036 57,459 megawatts - Electrical Capacity Detaching from the system during 2015 – 2036 -24,736 megawatts - Total of Electric Capacity at the end of the year 2036 70,335 megawatts Electricity Demand Forecasting The maximum power demand of the running system in January occurred on January 20, 2016, at 19.00 p.m., which was equal to 25,312.30 MW. It was 410.00 MW, or 1.59% decrease, comparing to the last month.
Reference: Information Technology and Organization Communications Section, Electricity Generating Authority (EGA) 38 Annual Report 2015
Buriram Sugar Public Company Limited
From the preparation of the electricity demand forecasts of the country, the government officer has estimated the likely long-term gross domestic product (GDP) 2014-2036, which is in the average of 3.94% per year. For this estimation, the average rate of the population increase, which is in 0.03% per year, is engaged, and also the Energy Efficiency Development Plan (EEDP) has been applied with the aim to reduce the power consumption in the year 2036, which is equal to 89,672 million units. The officer also considers the framework of the Alternative Energy Development Plan (AEDP) for the manufacturing sector in the year 2036, which will have the capacity of electricity from renewable energy sources into the system with the number of 19,634.4 MW. For the electricity demand forecast, which was used in the preparation of the PDP2015 plan, when the summation of the energy conservation plan, the renewable energy development plan, and the alternative energy has been counted, during the years 2014-2036, the total net electric power demand of the country will upsurge to the rate of 2.67% per year. In the year 2036, the total net electricity power demand (Energy) and the total maximum power (Peak) of the country will approximately be at 326,119 million units and 49,655 and MW. PDP2010 Rev3 B.E.
PDP2015
Changing rate (%)
Maximum Maximum Maximum Electric Energy Electric Energy Electric Energy Electric Energy Electric Energy Electric Energy (Million Units) (Million Units) (Million Units) (Megawatts) (Megawatts) (Megawatts)
2559
31,809
210,619
30,218
197,891
-1,591
-12,728
2569
46,003
304,548
40,791
267,629
-5,212
-36,919
2573
52,256
346,767
44,424
291,519
-7,832
-55,248
2579
-
-
49,655
326,119
-
-
Reference: The Power Development Plan of Thailand, B.E. 2558 – 2579 (2015 – 2036) (PDP2015)
In the past, both the government and the relevant departments have given the priority to the development of the renewable energy more seriously. Consequently, the government encourage the use of the domestic resources effectively, especially the renewable energy because it is the clean energy and can be used continuously. What’s more, all of the raw materials used in the electric production is of low-cost. Also supporting the renewable energy can reduce the reliance on electricity from commercial power, which can reduce the costs of importing fuel from abroad, reduce the environmental impact, and help lessen the financial burden of the State investment in the electricity production and distribution system. Supply of Raw Materials. Obviously, BEC and BPC employs the bagasse as the fuel in the electric production. Currently, bagasse is a by-product of sugar production of BSF, and it has brought into the production process, which is sufficient to make the biomass power plant in generating the electricity according to the capacity. However, the biomass power plant has also been designed to accommodate other raw materials, such as hacked wood and rice husk. Anyway, if there is not enough bagasse to produce electricity, BPC and BEC can use other raw materials to produce the electricity. 39 Annual Report 2015
Organic Fertilizer Production Business, performed by KBF The quality of the products and services The Fertilizer Company Limited or KBF registered in the year 2011, and currently, the 15 million baht of its registered capital has already paid up. KBF has operated its production business and sold the organic fertilizer on December 2012 by using the decomposed filter product, which is a by-product of the sugar production of the circulation group as the raw material in the production of organic fertilizer. That the KBF factory is located in the nearby area to Buriram Sugar Factory is to facilitate the transport of raw materials, a left-over product, which is the main product in manufacturing the fertilizer and to save money on the freight. KBF's product is mainly the organic fertilizer, both the powder and granular type. Presently, 95% of the KBF’s products of organic fertilizer has sold through the BRD. From this, the BRD will subsequently sell it to the sugarcane farmers through campaigns or other promotions so that they can lower their investment. At the same time, with this fertilizer, their production per rai is high and with the good quality, and also, this will make them be able to bring their products to the factory to compensate the prepaid money supported from the BRD, which is beneficial to both the Company and the sugarcane farmers. In addition, approximately 5% of the organic fertilizer will be available to any third party, which will be another business expansion in the future.
Marketing and Competition Situation Competition Strategy The main goal of running this business of KBF is to provide the sugarcane-farmer the best fertilizer and appropriate price so as to reduce the capital in manufacturing of the farmers and to value the production per rai, which will make the sugarcane farmers gain more money per the product they can produce. 1. Good Products and Suitability for Each Piece (Plantation) From the focus on the growing of the sugar cane and the increase of the products per rai in the high rate, KBF has carried out the research and development to research and develop the production of the fertilizer, which makes the Company be able to produce the fertilizers in a variety of formulas, and the Company can also control the quality of the fertilizer every sack with a low-cost. On the other hand, it can be applied to various kinds of economic plants: appropriate and consistent with the sugarcane area (in an individual piece). In fact, before distributing this product to the farmer, the Company did perform research with the sample pieces to study the response to the growth of the sugar cane. When it is found that it is effective, it is then introduced to the sugarcane farmers. Throughout the past period, the Company's products are found to give good results on the growth of the sugarcane. It is also of the quality standards of accountability, Act of the fertilizer, B.E. 2518 and it is also low cost, making it well-known among the farmer.
40 Annual Report 2015
Buriram Sugar Public Company Limited 2. Establishing Distribution Centers in Every Campaign (Operation) Area. KBF has conjoined BRD establishing the goods distribution center across the campaign area in order to facilitate the farmers to get support from the Company, which is another way of supporting business affiliates. This is because when the farmer has the facility to purchase travel and get the fertilizer, they can improve the soil in the right time, causing the better growth of the sugar cane. 3. The Educational Field Trip (to the Sugar Cane Plantation) KBF expands its know-how by visiting other sugar cane plantations, which use the product from the sugar cane factory (the same business) so as to strengthen the self-confidence of the KBD’s products. The Customer Features and Distribution Channels At present, mainly 95% of the KBF’s products has sold to BRD, and the BRD will resell it to the sugarcane farmer through campaigns or other promotions. Distribution will be based on the location that is used to promote the Company's District Office. As follows:
Promotion Zones
The Company’s District Areas
Promotion Zones
The Company’s District Areas
1
Saw Ae Village, Khu Muang District
6
Na Sri Nuan Village, Lam Plai Mas District
2
Nong Khrue Village, Muang District
7
Nong Pai Village, Stuek District
3
None Khaw village, Khaen Dong District
8
Samet Village, Stuek District
4
La Gor Village, Stuek District
9
Kra Deung Village, Nang Rong District
5
Lam Ta Men Chai District
10
Ban Dan Sub-district, Ban Dan District
A policy to set up the price Since the chemical fertilizer and organic fertilizer are one of the factors that BRD uses to set up the campaign for the farmers, specifying the fertilizer’s price is divided into 2 cases; the prices of the instant chemical fertilizers, which are purchased in to sell out, will follow the price of the general market, while the prices of the organic fertilizer produced by the Company itself are decided by considering from the production capital (Cost Plus Method). This is to provide the farmer the better quality fertilizer with the formula to suit their needs in the growth of the sugar cane, with the cheap price, and in reducing the capital for the farmer.
41 Annual Report 2015
Trading Supporting Section KBF, together with BRD, a partner company, has regularly organized many kinds of campaigns by designing the business plan and also performing the trading supporting activity together. The KBF’s trading supporting team will work together with its partner company in each area to study the cultivated area, learn on-site problems, solve the problems together and also adjust the decided plan suiting the needs of each area. Besides, KBF has the plan to broadcast its products through the local cable TVs, community radios, and local newspapers. Additionally, the trading supporting team will evaluate or follow the growth of the sugar cane periodically to make the products be recognized and to grasp the farmer the product’s symbol; this is to make the product be more dependable, which will emphasize the farmer to trust the products of the Company. Industry Situation and Competition Obviously, the chemical fertilizer industry is one of the most important industries of the country because Thailand, as we all know, is the agricultural country since the fertilizer plays an important role in increasing the agricultural products. However, Thailand cannot produce enough fertilizers to suit the farmers’ needs because its producing capital is very high, so mostly importing those fertilizers from overseas is the best solution. The Table Showing the Quantity and the Imported Value of the Chemical Fertilizer (the Chief Formula), in the years 2010 - 2014 (Values : Million Baht) FS*
(Values : Million Baht) 2010
2011
Quantity
2012
2013
2014
Value
Quantity
Value
Quantity
Value
Quantity
Value
Quantity
Value
Single or Straight Fertilizers 46-0-0
2,121,342
21,824
2,087,879
27,758
2,153,690
30,240
2,170,237
24,483
2,132,266
23,770
18-46-0
481,343
7,997
395,044
7,939
536,806
10,198
550,257
8,606
553,592
8,753
0-0-60
517,828
6,940
755,120
10,895
586,155
9,825
657,578
8,798
690,656
7,712
Total
3,120,514
36,760
3,238,042
46,592
3,276,650
50,263
3,378,072
41,886
3,376,514
40,235
21-0-0
350,023
1,893
276,558
2,047
282,782
2,266
191,674
1,154
104,386
480
16-20-0
494,393
5,187
571,528
7,147
549,688
7,587
575,112
6,885
466,321
5,034
16-16-8
10,795
122
42,736
616
71,223
1,050
102,488
1,345
61,589
752
15-15-15
409,488
5,513
379,906
5,691
400,776
6,511
534,378
7,483
466,529
6,208
Others
787,495
11,736
1,070,410
16,807
1,002,157
16,269
857,167
13,505
939,681
13,393
Total
2,052,194
24,451
2,341,138
32,308
2,306,626
33,683
2,260,819
30,372
2,038,506
25,868
Net Total 5,172,708
61,211
5,579,181
78,899
5,583,276
83,947
5,638,891
72,259
5,415,020
66,103
*Fertilizer Formulas Reference: Chemical Fertilizer Section, Office of Agricultural Plants and material control, Department of Agriculture (updated on May 7, 2015) 42 Annual Report 2015
Buriram Sugar Public Company Limited
The Ministry of Agriculture and Cooperatives continue to educate farmers in the use of the chemical fertilizer and organic fertilizer to cause the balance and suitability of the soil conditions and encourage the farmers to mix the chemical fertilizers themselves. This is to promote the farmers to benefit the left-over products (farm wastes) as their own fertilizers. Furthermore, the Ministry of Agriculture promotes the integrated use of fertilizers, that is to say, the farmers can use in conjunction with the chemical fertilizer, organic fertilizer, and/ or bio-fertilizers at an appropriate rate suiting to each plant. Additionally, the use of the mixed fertilizers can reduce the use of chemical fertilizers and it also helps add other organic objects in the soil, making it more naturally plentiful. Actually, this is one of the measures in place to help reduce production costs for farmers because, as we all know, the chemical fertilizer is one of the important production factors that affect the farmer's production costs. Fertilizer’s Price Because Thailand is not yet able to produce the chemical fertilizers to support the farmers’ needs across the country. So, it is required to import from the country that can manufacture the chemical fertilizer. However, the Ministry of Agriculture and Cooperatives will have to keep track of the fertilizer’s prices to make sure that they are suitable for the farmers and also to protect them from such exploitation. Supplying The KBF has used the decompose filter, which is a by-product of the sugar production from the BSF as its raw materials to produce the fertilizer production. In addition, the decompose filter is accounted for about 5% of the quantity of the sugar cane in the production of each year operation.
43 Annual Report 2015
Risk Factors
Risk from business operation of the Company
Business of the Company and its subsidiaries are as follows:
1. Raw sugar and brown sugar manufacturing and distribution operated by Buriram Sugar Factory Co., Ltd. (“BSF”) 2. Byproduct business as follows: - Biomass power plant operated by Buriram Energy Co., Ltd. (“BEC”) and Buriram Power Co., Ltd. (“BPC”) and - Organic fertilizer manufacturing and distribution business operated by Key Brand Fertilizer Co., Ltd. (“KBF”) 3. Supporting business operated by Buriram Sugarcane Research and Development Co., Ltd. (“BRD”)
Risk from business operation of Buriram Sugar Factory Co., Ltd. (“BSF”)
1. Risk Factors from Raw Material Sourcing The Company’s business is to run factories to product raw sugar and brown sugar which use sugarcane as raw material. To allocate sufficient sugarcane for crushing is the most important factor affecting the operations and the performance of the Company. The quantity of sugarcane available each season is depended on these main factors:
(a) Changes in the acreage under sugarcane plantation may depend on the price agreed for the cane and whether it is worthwhile for the farmers to grow sugarcane compared to other agricultural crops as well as the promotional policies of the government like zoning. However, Buriram is one of the pioneer provinces to switch from rice to sugarcane plantation according to Thailand Ministry of Agriculture and Cooperatives. Additionally, the Company has surveyed and evaluated the fluctuation and has worked out solutions for needed area. Between 2011 and 2015, Buriram sugarcane plantation has increased steadily with more farmer products per acre every year, the detail is as follows; 2011/12
Sugarcane Plantation (Rai)
Buriram 185,356 Province All area in 8,998,286 Thailand
2012/13
2013/14
2014/15
2015/2016(F)
Average Production (Ton/Rai)
Sugarcane Plantation (Rai)
Average Production (Ton/Rai)
Sugarcane Plantation (Rai)
Average Production (Ton/Rai)
Sugarcane Plantation (Rai)
Average Production (Ton/Rai)
Sugarcane Plantation (Rai)
Average Production (Ton/Rai)
N/A
188,946
11.09
200,112
11.29
200,941
11.09
210,941
11.09
N/A
9,487,320
11.32
10,078,025
11.24
10,530,927
11.08
11,033,731
11.10
Source : Office of the Cane and Sugar Board 44 Annual Report 2015
Buriram Sugar Public Company Limited
(b) Climate, rainfall, irrigation, soil fertility, sugarcane varieties, and other sugarcane disease altogether affect the crop yield of sugarcane. The fluctuation of each factor can cause agricultural output diminution. The Company has supported sugarcane watering during dry season through drip irrigation system in sugarcane farm. Via cooperation with The Office of the Cane and Sugar Fund, the Company has offered long-term loan with 2% interest rate per annum for irrigation development.
(c) Risk from soil fertility quality, the Company has in place a policy that focus on soil improvement in sugarcane plantation area, for example, harvesting without setting fire to preserve organic matter, adjusting pH for fertilizer efficiency, and using filter cake-based fertilizer which is a byproduct of sugar production. Since the policy implementation, the agricultural output of sugarcane increase gradually from 8-9 tons/Rai during 2004-2010 to 12-13 tons/Rai during 2011-2015.
(d) Risk from sugarcane varieties the Company has carefully chosen sugarcane variety that appropriate for the plantation area, has had sugarcane testing area, has selected new sugarcane variety to replace deteriorated variety, and has chosen sugarcane variety that provides more sugar per ton cane and offer farmer higher return.
(e) Local sugarcane purchasing competition, if nearby sugar factory offers higher sugarcane price than BSF’s price to a farmer, the farmer may trade their sugarcane to that factory instead. This reduces amount of BSF’s sugarcane crushed. BRD manage sugarcane procurement via contract. By providing fund, fertilizer, chemical, sugarcane variety, or other agricultural machinery, the Company is able to secure future sugarcane ownership in 50 kilometers area around the factory before cane crushing season. Additionally, BRD aims to keep good relationship with farmers by sending 17 teams of agricultural extension officers to make a field research at each plot, recommend suitable sugarcane variety, manage soil and water condition, and help take care of each cultivation period from growing to harvest to distribute to BSF by using online and GPS system to ensure that every sugarcane plot is monitored and supported appropriately. The actions make certain that farmers can produce quality sugarcane, gain more crop yield, receive steady revenue, and become respectable alliance with the Company. BRD is also capable to procure sugarcane from out of supporting area. Through indicated management, BSF has never faced scarcity of sugarcane in cane crushing season.
Moreover, zoning among sugar factories in the areas of Buriram, Surin, and Nakhon Ratchasima provinces has been established to prevent purchasing competition between the sugar factories.
45 Annual Report 2015
2. Risk from fluctuating sugar prices in global market For sugar trading in global market, sugar is one of the agricultural products that highly fluctuate compared to other agricultural products. Fluctuation of global sugar price depends on demand and supply of sugar-manufacturing nations, of consuming nations, exporters and importers, speculation of some traders in commodity market, proper climate for cultivation, as well as national policy which may support or restrict export and import of government sugar industry especially for developed nations. Additionally, sugar price currently corresponds to fuel price since cane juice and molasses can be used to manufacture ethanol which can be mixed with oil for automobile fuel. The specified factors result in high fluctuation of global sugar price. For each Thai sugar factory to export sugar, the export must be accomplished through agency company, according to The Sugarcane and Sugar Act B.E. 2527. And the factory will be allocated the amount of sugar for domestic consumption and export by The Sugar Board and depended on the amount of sugar production capacity in the corresponding season. The regulation causes the export and the domestic sale rate of each sugar factories to be approximate. In 2014 and 2015, the Company had revenues from sugar export account for 77% and 80% of the total revenue consecutively. The export price is primarily based on international sugar price which depend on demand and supply of overall global market. Hence, the Company’s revenue highly depends on the variation of sugar price. In 2015, the average volatility of raw sugar price of New York Sugar is 14.37 cent/pond. Average price of raw sugar of New York Sugar No. 11 Fiscal year Average price (Cent/pond)
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
9.99
14.63
9.9
12.1
17.98 22.28 27.07 21.57 17.47 16.34 14.37
Average price of white sugar of London Sugar No. 5 Fiscal year 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Average price 279.63 421.66 309.55 351.59 487.39 616.49 706.07 587.74 496.58 439.30 419.37 (US$/ton) Source : Bloomberg and CitiCommodities/Agricultural
Since primary cost of sugar manufacturing is sugarcane price which depends on the Company’s revenue (The cane and sugar industry in Thailand is regulated under a 70:30 revenue sharing scheme between sugarcane farmers and sugar mills.). Hence, if international sugar price drops, cost of sugarcane purchasing from farmers will fall in parallel. Therefore, it reduces the impact of sugar prices at a certain level. However, the Company decided to invest in some related projects, e.g. bagasse-based power plant and organic fertilizer plant; hereafter, the Company anticipates that the operating results would be less affected by the global sugar prices. 46 Annual Report 2015
Buriram Sugar Public Company Limited
3. Risk of Bad Debts Arising from Credit Given to Farmers (Advance Credit) BRD/BSF supports the sugarcane farmers to grow the sugarcane to be supplied to the factory via advance credit for each plot and growth activity of sugarcane. The Company uses database system and Global Positioning System (GPS) to survey the sugarcane plantation areas, which allow every area to be tracked, monitored, and aided according to real condition. The support is in the form of post-dated cheque to let the farmers invest in sugarcane variety, land, irrigation, machine and equipment or fertilizer. The credit support helps reserve sugarcane for crushing. After the sugarcane crop is ready for harvesting and the sugar factory is ready to start crushing the cane, the farmers harvest the cane and send it to the sugar factory and receive payment for the value of the cane supplied after the advance credit and other financial support given is deducted. The risks that are generated from such sugarcane credit can come from reduced production in any year due to drought conditions, losses from crop disease and pestilence, etc. Such liabilities, arising from advance credit, can undesirably affect the BSF’s operation performance requiring higher amounts of provisioning for bad debts. During 2011 to 2015, the Company estimates allowance for doubtful account as follows: (Unit: Million Baht)
Allowance for doubtful account Farmers account receivable Percentage of doubtful account
2011
2012
2013
2014
2015
6.41
-
20.33
1.05
3.44
560.61
975.21
1,135.29
880.68
989.21
1.14
-
1.79
0.11
0.34
The ratio of allowance for doubtful account during 2011 to 2015 is approximately 0.66% of farmers account receivable at the end of the accounting period. The Company has valued the risk management of advance credit; so it is controlled, starting from to specify qualification of borrower, the process of granting the credit line to the debt collection system, as well as to make the approving advance loan system by giving advance credit to sugarcane farmers who can achieve by paying on periodic of each work installments including the securities and the guarantor.The Company has regularly sent agricultural extension officers to attend to sugarcane farmers who receive the advance credit granted by the Company. A Global Positioning System (GPS) has been used to survey and measure the sugarcane planting areas in order to get the accurate information about sugarcane planting process, and to help detect and solve problems in time.
47 Annual Report 2015
4. Foreign exchange risk The Company recognizes approximately 71% and 77% of its sugar export revenue as US$, ergo the Company’s revenue fluctuates according to the exchange rate of Thai Baht and US$. However, the Company has applied risk avoidance measure by signing future foreign exchange contract based on exchange rate of Thai Cane and Sugar Co., Ltd. for Quota B., but the method depends on the Board of Directors’ discretion and exchange rate forecasting. And such risk preventive measure might not be able to prevent the risk if Thai Bath appreciates for long duration.
5. Risk from government control 5.1 Risk from Government Policy The sugarcane and sugar industry in Thailand is under the supervision and control of the Office of the Cane and Sugar Board under the Cane and Sugar Act B.E.2527. The Board regulates the management of sugarcane plantation area, the amount of sugar produced by a quota system (Quota A for domestic sales, Quota B and C for sugar exports), controls the domestic price, regulates on the ratio of distribution of revenue from the sugar business between the farmers and sugar factories, with the revenues sharing in the ratio of 70:30, etc. The 70:30 revenues sharing system is specified by the Cane and Sugar Board international price (Quota B) which is a standard price, for calculating sugar export revenue of whole country to be included on the income distribution of sugar and molasses in sugar industry's total revenue. Then, the deduct the cost of production and distribution for forecasting earnings of the industry. After that there will be split in the ratio of 70:30. The 70 percent will be divided by the volume of cane production to be used to determine the price of sugarcane that will be purchased the plant. So the 70:30 system would lead to industry instability. There is production price risk of raw sugar prices reduction in the country, because the cane price based on the price of sugar cane has sold. It is evident that the Minister of Industry, the Minister of Agriculture and Cooperative and the Minister of Commerce are responsible for maintaining the regulatory compliance. In case, changes in the domestic sugar prices or changes in regulation of entire sugar industry, it will have a definite impact on the operations of performance of the Company and other companies in the sugar industry. There is possible risk from diminution of restriction to emancipate cane and sugar industry in accordance with obligation between Thai and other nations such as ASEAN FTA, Bilateral FTA, Regional Comprehensive Economic Partnership, as well as multilateral framework like WTO. Encompassing FTA is both an opportunity and a challenge for cane and sugar industry which should be monitoring closely.
48 Annual Report 2015
Buriram Sugar Public Company Limited
The sugarcane and sugar industry is a precursor of the food and processed food industries. Also cane sugar is a commodity product that has been exported throughout the world. Hence, the Company realizes the importance of government policies in shaping directions of cane and sugar industry and believes that the policies and its future change exist to provide a positive impact for the industry, farmers, and sugar factories themselves. 5.2 Risk of the Fluctuating Income from Sugar Sales Normally, the sugarcane harvesting period in Thailand starts from November to April. Consequently, the factory usually starts selling sugar products from December up to the end of the harvesting period. However, the Company will distribute sugar for domestic consumption (Quota A) in succession in 52 weeks. For international trade (Quota C), the Company always considers various factors in its sugar sales, such as inventory, expected production, Cane and Sugar Board international price (Quota B), and world sugar prices to be used as a standard for determining the Company export price. Since the Company’s sugar sales for each quarter are not constant, the revenue from the Company’s sugar distribution for each quarter may rise or decline depending on the previously specified factors and sales quantity in each quarter.
6. Risk from raw material cost The cane and sugar industry in Thailand is regulated under a 70:30 revenue sharing scheme between sugarcane farmers and sugar mills. The sugarcane prices are regularly calculated by the Cane and Sugar Board to allocate 70 % of the sugar industry lump sum revenue to the sugarcane farmers. So if TCSC sells sugar at high price, the raw material price are probably high as well but on the other hand, if the TCSC sell sugar at lower price, the raw material price will be reduced accordingly which the volatility of raw material prices will affect margins. To reduce the risk, the Company needs to sell sugar at a higher price than the average selling price of TCSC so the Company has not been loss of raw material increases price. The Company sets up the risk management by closely monitoring the period and sales volume of Thai Cane & Sugar Co., Ltd. to ensure that the Company sells some sugar at an appropriate rate compared to Thai Cane and Sugar Co., Ltd.
49 Annual Report 2015
Risk from Byproduct Business Operation Biomass Power Plant Business operated by Buriram Energy Co., Ltd. (BEC) and Buriram Power Co.,Ltd. (BPC)
1. Risk from insufficiency of fuel material for electricity generation
the risk from scarcity of fuel material can be competently controlled. Nevertheless, use of substitute fuel materials may result in rise of cost of electricity generation which in turn affects the Company’s net profit.
Currently, Buriram Sugar Factory Co., Ltd. or BSF provides of bagasse which is a byproduct of sugar manufacturing to BEC and BPC to be used as a biofuel for electricity generation. As a result, if an amount of seasonal sugarcane is low, an amount of bagasse delivered to the power plant will be affected. The scarcity risk may result in an interruption of the electricity generation. Presently, bagasse from the Company’s sugar manufacturing accounts for 26% of weight of sugarcane crushed. In 2014/2015, the Company possess byproduct bagasse approximately 520,000 tons which the sugar factory uses 250,000 tons to generate heat for sugar manufacturing process and the both of 9.9 MW power plants demand 430 tons/day or 130,000 tons/year to generate electricity sufficiently. However, the demand is going to increase from additional power plant construction of BPP which is the third power plant. Approximately, bagasse demand will raise about 640,000 tons/year to generate electricity 29.7 MW of three power plants. If an amount of cane crushed is less than 2,300,000 tons, bagasse quantity may not be sufficient for full capacity electricity generation.
2. Risk from Environmental Impact The Company’s electricity generation business is in compliance with environmental laws and regulations which covered pollution control procedures in land, water, and air. From past to present, the Company has put in place measures to ensure the prevention of environmental impact such as substance drainage system, substance control system, wastewater management system, and waste elimination system. The Company also provides green space or open space reserve in the power plant project in 25 Rai areas, utilizes wet scrubber system to reduce dust particle and monitors environmental impact to assure that the electricity generation process is in consistence with environmental laws and regulations. In July 2012, Buriram Energy Co., Ltd. was awarded Green Activity Level 2 Certification and also in July 2015 Buriram Power Co., Ltd. was awarded Green Commitment Level 1 Certification under Green Industry Project, hosted by the Ministry of Industry Thailand which displayed an excellence in systematically environment management of the Company. Also there’s continuous evaluation program to ensure unceasing development from the provincial Office of Industry and provincial industry colony.
Additionally, the Company’s machineries can utilize other substitutable fuel materials such as woodchips or chaff to generate electricity and in the 2015/2016, the Company purchases sugarcane leaves from the sugarcane famers more than 20,000 families to use as fuel material to generate electricity. Since sugarcane leaves have lower moisture than bagasse making it can be used as fuel to produce electricity. Hence 50
Annual Report 2015
Buriram Sugar Public Company Limited
Organic Fertilizer production and distribution business operated by Key Brand Fertilizer Co. Ltd. (KBF)
1. Risk from existing consumption behavior
2. Risk from Environmental Impact KBF’s fertilizer production and distribution business conducting is in accordance with laws and Fertilizer ACT B.E. 2518 Revised by Fertilizer ACT (No. 2) B.E. 2550 about quality control to preserve benefits of farmers and agriculture. The laws and act covers pollution control of land, water, air, and pollutant, trash and waste elimination, health and safety in the workplace, and dangerous material handling. However, the laws and act is intricate, constantly unstable, and highly dependent on subjective interpretations of related organizations.
Key Brand Fertilizer Co. Ltd. or KBF start producing organic fertilizer for farmers in December 2012. Most of the customers are farmers who have little knowledge of soil improvement by organic matter which help enhance chemical fertilizer and adjust physical and chemical condition of soil. Also, plant reacts to organic fertilizer slower than chemical fertilizer and organic fertilizer usage is more complicated; hence, Key Brand Fertilizer Co. Ltd. has cooperated with Buriram Sugarcane Research and Development Co., Ltd. to inform about organic fertilizer, create sample plot to simulate organic fertilizer usage with the development of machinery and transportation design of bagging the Big Bag. Then, the fork lift will lift the bag to the fertilizer machine so the cane farmers can be easily take the powder fertilizer into farmland nearby. However, the Company also provides knowledge about organic fertilizers and provide study of sample vegetable plots used organic fertilizer and distribute supported academic data to create a change of farmer behaviors.
KBF has been authorized to build a factory and produce organic fertilizer legally according to related laws and regulations. The Company also provides preventive measures to avoid environmental impacts to the employee and the communities near the factory, for example, utilizing dust collector chamber, using wet scrubber system, using water cannon vehicle around the factory, providing soundproof headband to reduce acoustic impact and taking part in the CSR activities to develop the community and social sustainably. Because KBF’s factory locates far from communities, KBF assure that risk from environmental impacts is low.
51 Annual Report 2015
Other Risks
2. Risk from the Company’s Major Shareholders influence in administrative policies setting
1. Risk from high Debt to Equity ratio In December 31, 2015 and 2014, the Company’s D/E ratios are 2.18 and 1.71 consecutively. However, since the Company is a holding company, loan contracts with Siam Commercial Bank are signed by operating subsidiaries such as BSF, BEC and BPC etc. which each subsidiary maintain D/E ratio separately. In December 31, 2015, D/E ratios of BSF, BEC and BPC are in compliance with loan contracts with Siam Commercial Bank. The Company has raised capital from the issuing debentures of two years maturity redemption of SET made the ratios of debt to equity shareholders of the Company increased from the year 2014. However, the rate is still remained above the statutes. The Company has a risk management plan to monitor the ratio of debt to shareholders on a quarterly basis for report to the Board Risk Management Committee.
Tangtrongwechakit family group and Buriram Capital Co., Ltd., which the group is a major shareholder, hold the Company shares totaled 74.32% of registered capital issued and paid after offering of these ordinary shares. The Tangtrongwechakit family group is also members of executive directors and directors who are authorized. The Company and/or the minor shareholders may risk to be influenced by the major shareholders. The major shareholders may freely set policy direction, control the policy and management, and direct the approval of shareholder meeting resolutions except some resolutions that require 3 out of 4 of total vote from the meeting in accordance with laws or the Company regulation; hence other shareholders may not be able to gather vote to inspect or balance power of the major shareholders. However, for the Company’s transparency and power balancing, the Company has provided the internal audit department (In-House) which consisted of audit committee, internal audit officer and outsourced audit company for checking the operations of the Company, balancing decision power, and considering agendas before present to shareholders’ meeting to prevent potential conflicts of interest and ensure transparency of the Company’s operation. Also the Company has set up the risk management unit is under the command of the risk management committee for checking and control the Company’s risk, as well as to do the risk management plan
52 Annual Report 2015
Buriram Sugar Public Company Limited
Shareholding Structure As of December 2015, Buriram Sugar Public Company Limited has THB 676,750,000 registered capital by dividing into 676,750,000 ordinary shares, par value THB 1 per share and the Company has a fully-paid registered capital of THB 676,750,000.
1. Major Shareholder
The Company’s number of shareholder as shown in the share register book on December 28, 2015 as follows; Number of Shareholder
Amount of Share
Percent of Share
2,701
676,750,000
100
0
0
0
2,701
676,750,000
100
Thai Shareholders Foreign Shareholder Total
List of Top Ten Major Shareholders by dividing into groups as follows; Name of Shareholder
Number of Share
Percent of Share
1.
Tangtrongwechakit Group Buriram Capital Co., Ltd. Mr. Anant Tangtongwechakit Mrs. Wanphen Punyaniran Mrs. Jirawan Pongpichitkul Miss Chittima Tangtrongwechakit Mr. Sarit Tangtrongwechakij Mr. Adisak Tangtrongweachakit Mr. Piyawit Srisawat Mrs. Sureewan Tangtongwechakit Miss Kornkanok Punyaniran
503,793,600 338,380,000 27,507,500 27,407,500 27,407,500 27,407,500 27,407,500 27,407,500 37,000 21,100 9,000
74.32 50.00 4.06 4.05 4.05 4.05 4.05 4.05 0.01 0.00 0.00
2.
Sareewiwatthana Group Mrs. Waranee Sareewiwatthana Mr. Paiboon Sareewiwatthana Miss Pimsiri Sareewiwatthana Miss Pitsinee Sareewiwatthana
40,526,200 17,326,200 13,200,000 5,000,000 5,000,000
5.99 2.56 1.95 0.74 0.74
3.
Mr. Sutthipong Veswarut
8,256,300
1.22
4.
Mr. Nattaphat Khahanurak
6,414,600
0.95
53 Annual Report 2015
Name of Shareholder
Number of Share
Percent of Share
5.
Mr. Pairoj Siwapornchai
6,274,450
0.93
6.
Shartpinyo Group Miss Jutirat Shartpinyo Mr. Utain Shartpinyo
6,597,800 4,417,800 2,180,000
0.97 0.65 0.32
7.
Mr. Dusit Wongsuthiroj
3,875,000
0.57
8.
Mr. Amnat Klawkla
3,380,000
0.50
9.
Miss Pannita Anantakul
3,372,000
0.50
10.
Mr. Pornsin Kraisakdawat
2,940,000
0.43
585,429,950
86.38
Total
Remarks : Buriram Capital Co., Ltd. is a holding company that has THB 339,380,000 registered capital by dividing into 3,393,800 ordinary shares, par value THB 100 per share. Shareholder name list on December 31, 2015 is as follows;
Name of Shareholder
Number of Share
Percent of Share
576,945
17.00
2 Mrs. Wanphen Punyaniran
563,371
16.60
3
Mrs. Jirawan Pongpichitkul
563,371
16.60
4 Miss Chittima Tangtrongwechakit
563,371
16.60
5
563,371
16.60
563,371
16.60
3,393,800
100.00
1
Mr. Anant Tangtongwechakit
Mr. Sarit Tangtrongwechakij
6 Mr. Adisak Tangtrongweachakit Total
54 Annual Report 2015
Buriram Sugar Public Company Limited
2. Major Shareholder of the Company’s Subsidiaries 2.1 Buriram Sugar Factory Co., Ltd.’s shareholder name list is as follows;
Name of Shareholder
Number of Share
Percent of Share
1 Buriram Sugar Public Company Limited
10,490,000
99.904
2 Mr. Anant Tangtongwechakit
1,666
0.016
3 Mrs. Wanphen Punyaniran
1,666
0.016
4 Mrs. Jirawan Pongpichitkul
1,666
0.016
5 Miss Chittima Tangtrongwechakit
1,666
0.016
6 Mr. Sarit Tangtrongwechakij
1,666
0.016
7 Mr. Adisak Tangtrongweachakit
1,666
0.016
4
0
10,500,000
100
8 Mrs. Pakinee Tangtrongweachakij Total
2.2 Buriram Sugarcane Research and Development Co., Ltd.’s shareholder name list is as follows; Name of Shareholder
Number of Share
Percent of Share
1 Buriram Sugar Public Company Limited
708,794
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Wanphen Punyaniran
1
0
4 Mrs. Jirawan Pongpichitkul
1
0
5 Miss Chittima Tangtrongwechakit
1
0
6 Mr. Sarit Tangtrongwechakij
1
0
7 Mr. Adisak Tangtrongweachakit
1
0
708,800
100
Total
55 Annual Report 2015
2.3 Buriram Energy Co., Ltd.’s shareholder name list is as follows;
Name of Shareholder
Number of Share
Percent of Share
1 Buriram Sugar Public Company Limited
1,355,993
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Wanphen Punyaniran
1
0
4 Mrs. Jirawan Pongpichitkul
1
0
5 Miss Chittima Tangtrongwechakit
1
0
6 Mr. Sarit Tangtrongwechakij
1
0
7 Mr. Adisak Tangtrongweachakit
1
0
8 Mrs. Pakinee Tangtrongweachakij
1
0
1,356,000
100
Total
2.4 Buriram Power Co., Ltd.’s shareholder name list is as follows;
Name of Shareholder
Number of Share
Percent of Share
1,699,994
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Wanphen Punyaniran
1
0
4 Mrs. Jirawan Pongpichitkul
1
0
5 Miss Chittima Tangtrongwechakit
1
0
6 Mr. Sarit Tangtrongwechakij
1
0
7 Mr. Adisak Tangtrongweachakit
1
0
1,700,000
100
1 Buriram Energy Co., Ltd.
Total
56 Annual Report 2015
Buriram Sugar Public Company Limited 2.5 Key Brand Fertilizer Co., Ltd.’s shareholder name list is as follows; Name of Shareholder
Number of Share
Percent of Share
1 Buriram Sugar Public Company Limited
149,994
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Wanphen Punyaniran
1
0
4 Mrs. Jirawan Pongpichitkul
1
0
5 Miss Chittima Tangtrongwechakit
1
0
6 Mr. Sarit Tangtrongwechakij
1
0
1 150,000
0
7 Mr. Adisak Tangtrongweachakit Total
100
2.6 Buriram Power Plus Co., Ltd.’s shareholder name list is as follows; Name of Shareholder
Number of Share
Percent of Share
99,995
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Jirawan Pongpichitkul
1
0
4 Miss Chittima Tangtrongwechakit
1
0
5 Mr. Sarit Tangtrongwechakij
1
0
1 100,000
0
1 Buriram Energy Co., Ltd.
6 Mr. Adisak Tangtrongweachakit Total
100
2.7 Buriram Super Power Co., Ltd.’s shareholder name list is as follows; Name of Shareholder
Number of Share
Percent of Share
49,995
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Jirawan Pongpichitkul
1
0
4 Miss Chittima Tangtrongwechakit
1
0
5 Mr. Sarit Tangtrongwechakij
1
0
1 50,000
0
1 Buriram Energy Co., Ltd.
6 Mr. Adisak Tangtrongweachakit Total 57
Annual Report 2015
100
2.8 Buriram Agro Energy Co., Ltd.’s shareholder name list is as follows; Name of Shareholder
Number of Share
Percent of Share
1 Buriram Sugar Public Company Limited
99,995
100
2 Mr. Anant Tangtongwechakit
1
0
3 Mrs. Jirawan Pongpichitkul
1
0
4 Miss Chittima Tangtrongwechakit
1
0
5 Mr. Sarit Tangtrongwechakij
1
0
1 100,000
0
6 Mr. Adisak Tangtrongweachakit Total
100
Agreement of Major Shareholders There is no any agreement among the major shareholders on matters that affect the issuance and offering of securities and the management of the Company.
Issuance of Other Securities The Extraordinary General Meeting of Shareholders No. 1/2015 on September 18, 2015 approved the issuance and offering the 2,000 Million Baht of domestic debentures to use for the project of capacity increasing to 23,000 TCD and other related projects, as well as working capital. The detail of the issuance and offering debentures as of February 25, 2015 is as follows;
• 250 million Baht of Buriram Sugar Public Company Limited’s debentures No.1/2015 (Yield to Maturity in 2017) was offered to Land and House Fund Management Co., Ltd.
• 600 million Baht of Buriram Sugar Public Company Limited’s debentures No.2/2015 (Yield to Maturity in 2017) was offered to public.
The Company issued the debentures in total 850 million Baht and remains 1,150 million Baht.
58 Annual Report 2015
Buriram Sugar Public Company Limited
Corporate Social Responsibility Our Corporate Social Responsibility Policy With our determination to develop the business sustainably and improve living condition of cane farmers and neighboring communities as well as the organization’s personnel to recognize social responsibilities and involve in such activities. The Company has set and directed CSR policy based on the original principle which is “Growth in Business, Sound in Environment and Sustainability in Community Development” under determination framework as follows:
“G C E C S Governance, Commitment, Environment, Community and Sustainable”
G – Governance “Conduct Business with Transparency” C - Commitment “Determination to Responsibility” E - Environment “Environmental Preservation” C - Community “Go Along with Community” S – Sustainable “Stay Sustainability”
59 Annual Report 2015
Mission We strongly valued importance of business development together with community and social development sustainability. Then the Company has established an important mission for achieving the goal as follows; 1. Enhance working model on business development under good governance and business ethics. 2. Support and Develop environment-friendly technology to be used in manufacturing process throughout supply-chain. 3. Encourage and Enhance community members and staffs’ standard of living via projects or activities whose staffs take part in. 4. Determine to raise staffs’ efficiency and knowledge on social and environmental works to reach business sustainable development outcome. 5. Give Priority to individual rights and a fairly treat of staff, customers and shareholders. 6. Support and Develop community education. 7. Prevent and Solve issues on child labor.
CSR Operation Strategy 5 core strategies are as follows:
1. Create public mind awareness among staffs and encourage them to participate in Company’s Public service projects. 2. Emphasis and apply “Sugar Made in the Field” philosophy on every CSR activities or projects. 3. Initiate joint-projects with tradition and not-tradition opinion leaders government agencies, non-governmental organizations (NGOs) and surrounding communities. 4. Use sugar production’s by-products in CSR projects for society and business benefits.
In the present, the Company’s CSR project and activity has developed strongly and continuously with regard to social and all stakeholders responsibility both internal and external organization namely; 1. Internal organization : Executive, employee and shareholder 2. External organization : Community, environment, customer, trading partner, debtor, creditor, business competitor and other related private and government sector
We are pleased to present the CSR projects and activities in 2015 in the sustainability report 2015 as attachment. 60 Annual Report 2015
Buriram Sugar Public Company Limited
Management Structure
Board of Directors
Company Secretary
Risk Management Committee
Audit Committee
Risk Management Department
Internal Audit Office
Executive Committee
Managing Director Investor Relation
Vice Managing Vice Managing Vice Managing Vice Managing Director: Director: Director: Director: Domestic Investment Domestic Investment Domestic Investment International Investment (Agricultural business) (Energy business) (Commercial)
Vice Managing Director: Finance & Operation
Assistant Managing Director: Finance & Operation
61 Annual Report 2015
Assistant Managing Director: International Affair
Assistant Managing Director: Financial Management
Management Structure Terms
Management Structure of the Company consists of the Board of Directors and 3 Sub-Committees which are Audit Committee, Risk Management Committee and Executive Committee.
In an annual general meeting, one third of the directors are required to resign. If the total number of directors does not allow such division, the number of directors to resign should be at the closest to one third of the total. In the first and the second year after registering, the directors required to resign will be selected via lot. For following years, directors who have stayed the longest with the Board shall exit. The directors whose terms have completed may be reelected to the Board.
The Board of Directors As of 31 December 2015 the Board of Directors consists of 9 members are included: Name 1. Mr. Prachuab Chaiyasan
Position Chairman of the Board of Directors
Scope of Duties and Responsibilities of the Board of Directors
(Independent Director) 2. Mr. Anant Tangtongwechakit
Director
3. Mrs. Wanphen Punyaniran
Director
4. Mrs. Jirawan Pongpichitkul
Director
5. Miss Chittima Tangtrongwechakit
Director
6. Mr. Sarit Tangtrongwechakij
Director
1. To undertake and manage the Company responsibly, carefully, trustworthily, and in conformity with any and all related laws, objectives, and Articles of Association of the Company, as well as resolutions of the meetings of shareholders.
7. Mr. Adisak Tangtrongweachakit Director 8. Mrs. Seenual Tasanapant
Directors (Independent Director)
9. Mr. Sirichai Sombutsiri
Directors (Independent Director)
2. To consider and approve any significant matters related to the Company’s business operations, e.g. vision, mission, policies, business strategies, goals and operating plans, financial targets, and budget of the Company and its subsidiaries.
Miss Patcharee Kosanam was appointed as the Company Secretary in the meeting of the Board of Directors No.8/2015 held on November 12, 2015
3. To govern and care for the normal business operations of the Company; and to have the Management work efficiently and proficiently to be in line with the determined vision, mission, policies, business strategies, goals and operating plans, financial targets, and budget of the Company.
The authorized directors are: 1. Mr. Anant Tangtongwechakit 2. Mrs. Wanphen Punyaniran 3. Mrs. Jirawan Pongpichitkul 4. Miss Chittima Tangtrongwechakit 5. Mr. Sarit Tangtrongwechakij 6. Mr. Adisak Tangtrongweachakit “Any two authorized directors co-sign their names and affix the Company’s seal.” 62
Annual Report 2015
Buriram Sugar Public Company Limited
4. To provide the accounting system, financial reports and auditing; and to care for the internal control system, the internal audit system, the risk management system, and the misconduct prevention, as well as provide monitoring measure on operation performance of the Company, its subsidiaries, and its joint ventures in order to ensure that they are all efficient and proficient
10. To recruit and appoint a person with knowledge, competence and experience that the Board of Directors deems appropriately, and with all other qualifications required by related laws and regulations to hold a position of directorship in case any director vacate his office due to other reasons apart from the expiration of the term of office.
5. To prepare the annual reports of the Company and/or the Board of Directors in accordance with all related laws and regulations required.
11. To recruit a person with knowledge, competence, experience and all other qualifications required by related laws and regulations to hold a position of directorship, and such person shall be nominated for the meeting of shareholders’ consideration.
6. To care for and provide a governing mechanism to prevent the potential conflicts of interest between any stakeholders and the Company, its subsidiaries, and its joint ventures.
12. To appoint or nominate person to be director or executive in the subsidiaries and/or joint venture in proportion of shareholding in the subsidiaries and joint venture. Such appointed or nominated director or executive shall be legally qualified for duties and responsibilities as well as not possess any characteristics prohibited in accordance with announcement of the Securities and Exchange Commission.
7. To consider, approve, consider and give opinions for consideration and approved by the meeting of shareholders in case of making any transactions significantly to the Company or any connected transactions in accordance with the procedure, conditions, legal process and related rules and regulations and/or obligations required by the Company, its subsidiaries, and its joint ventures.
13. To consider annual dividend payment and interim dividend payment of the Company and its subsidiaries.
8. To appoint any of the Company’s directors as the chairman of the board; and to appoint some directors subject to the number of the Board of Directors deems appropriately as the vice chairman.
14. To consider and set up the criteria of remuneration payment to the Company’s directors and top management.
9. To determine and amend the authorized directors of the Company.
15. To consider appropriate amount of remuneration for directors of the Company in line with the criteria of remuneration payment set up by the Board of Directors which shall be proposed to the meeting of shareholders for consideration and approval.
63 Annual Report 2015
16. To evaluate the work performance of the Managing Director and Top Management; to consider and set up the remuneration for the Top Management in line with the criteria of remuneration payment set up by the Board of Directors.
23. To set up and amend any matters prescribed in the regulations and Articles of Association of the Company. 24. To engage other power, duties and responsibilities as required by laws and other related regulations, Articles of Associations of the Company, and the resolutions of the meetings of shareholders.
17. To appoint any sub-committees; to recruit and appoint the directors or persons having engaged the knowledge, competence and experience as the Board of Directors deems appropriately to hold positions in those sub-committees; and to lay down the scope of authority, duties and responsibilities of those sub-committees.
In case that the Board of Directors or their authorized representative must carry out or enter into any transaction which may cause potential conflict of interest with the Company and/or its subsidiaries and/or related companies, the Board of Directors or their authorized representative will have no power to approve the specified transaction except the approval is in accordance with the policies and regulations which the Board of Directors and/or shareholder’s meeting (case by case) has considered and approved under laws, regulations, objectives, or the Articles of Association of the Company.
18. To appoint any of executive board members as the Managing Director; and to determine the scope of authority, duties and responsibilities of the Managing Director. 19. To appoint a director or person having engaging the qualifications, knowledge, competence and experience as the Board of Directors deems appropriately as the Company Secretary. 20. To appoint and/or empower one or several directors or persons to take any acts under the scope of directorship power and as the Board of Directors deems appropriately. However, such empowerment may be suspended, cancelled or altered. 21. To provide and care for the communication channels to connect with each group of shareholders and stake holders of the Company appropriately. 22. To care for the accuracy, completion, timing and transparent disclosure of important information related to the Company via fair and creditably accessible channels. 64
Annual Report 2015
Buriram Sugar Public Company Limited
Audit Committee
2. To provide some advice to the Board of Directors and the Management on the improvement of the Company’s working processor system in order to reduce related risks to ensure that the financial statements of the Company are accurate and efficiently utilized.
As of 31 December 2015 the Audit Committee consists of 3 members are included: Name
Position
1. Mr. Prachuab Chaiyasan
Chairman of the Audit Committee
2. Mrs. Seenual Tasanapant
Audit Committee
3. Mr. Sirichai Sombutsiri
Audit Committee
3. To consider, recruit, and nominate an independent person to be the Company’s auditor; to propose the remuneration for such an auditor; and to have the meetings with the auditor at least once a year without the attendance of the Management.
Remark : - Mrs. Seenual Tasanapant and Mr. Sirichai Sombutsiri are directors who possess knowledge and experience sufficient to be able to review credibility of financial statement.
4. To advise the Board of Director and executive to improve working process and system efficiently to reduce the risk for making financial report correctly and usefully.
- Ms. Porntip Winyupakorn was the secretary of the Audit Committee.
Terms The Audit Committee’s term lasts 3 years. Audit Committee whose terms have ended may be reelected to the Board. In case of a vacant position due to causes other than term completion, the Board must appoint qualified and lawful candidates as replacement Audit Committee to maintain a number of Audit Committee required by the Board of Directors. Each replacement shall serve in such position only for his/her predecessor’s remaining term.
5. To review the internal control system and internal audit system of the Company to ensure that they are run appropriately and proficiently; to verify the independence of the Internal Audit Department; and to give approval of the appointment, removal and dismissal of the Head of Internal Audit Department or those of other departments which is responsible for the internal audit activities of the Company. 6. To control and monitor the operation of the internal audit office according to the internal audit office charter
Scope of Duties and Responsibilities of the Audit Committee 1. To review the financial statements of the Company to ensure that they are disclosed accurately and adequately by coordinating with the external auditor and the Management who are responsible for the preparation of quarterly and yearly financial statements. The Audit Committee may have the auditor review or audit any transactions necessarily or importantly while auditing the Company’s account.
7. To verify and advise on adequacy, propriety and efficiency of risk management
65 Annual Report 2015
8. To consider any connected transactions or those with potential conflicts of interest to be in conformity with laws on securities and stock exchange, and regulations of the Stock Exchange of Thailand in order to ensure that such transactions are reasonable and enhance the best benefit for the Company; and to consider to ensure the Company’s disclosure of connected transactions or those possibly causing the conflicts of interest which is accurate and adequate.
11. In performing duties, if the Audit Committee finds or suspects, the following transactions may have the material impact on the financial status and operation results of the Company, the Audit Committee shall report them to the Board of Directors prior to the improvement within the timeframe of the Audit Committee who deems appropriately :
9. To verify that the Company conforms to laws on securities and stock exchange, regulations of the Stock Exchange of Thailand and any other laws on the business of the Company. 10. To disclose the reports of the Audit Committee, which signed by the Audit Committee Chairman, in the annual reports of the Company which including the minimum information as follows:
a) Opinion on fairness, completeness, and reliability of financial statements of the Company.
b) Opinion on adequacy of internal control system of the Company.
c) Opinion on legal conformance to Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or any laws related with business of the Company.
d) Opinion on appropriateness of the auditor.
e) Opinion on transaction that may cause potential conflict of interest.
f) Number of meeting of the Audit Committee and attending of each Audit Committee.
g) Opinion or general remark that Audit Committee receive from compliance with charter.
h) Other information that deems appropriate for shareholders and investors to know under scope of duties and responsibilities assigned by the Board of Directors.
a) Transactions causing conflicts of interest
b) Dishonest or irregularity or important defect in the internal control system
c) Violation of laws on securities and stock exchange, regulations of the Stock Exchange of Thailand or laws on the business of the Company.
  If the Board of Directors or the Management of the Company fails to remedy such within the timeframe specified in paragraph one, any of the Audit Committee members may report the transaction or act stated in paragraph one to the Securities and Exchange Commission or the Stock Exchange of Thailand. 12. The Audit Committee may seek for an independent opinion from other professional advisors if it deems necessarily under the Company’s expense. 13.To perform other duties specifically assigned by the Board of Directors with consent of the Audit Committee. 66
Annual Report 2015
Buriram Sugar Public Company Limited
Risk Management Committee
Scope of Duties and Responsibilities of the Risk Management Committee.
As of December 31, 2015, the Risk Management Committee consists of 5 members are included: Name
1. Present and supportive Board of Directors to set risk management policies and acceptable risk levels to the Company.
Position
1. Mr. Anant Tangtongwechakit
Chairman of the Risk Management Committee
2. Mrs. Jirawan Pongpichitkul
Risk Management Director
2. Present an overview of the Company risk, how to manage and to monitor risks to the Board of Directors.
3. Miss Chittima Tangtrongwechakit Risk Management Director 4. Mr. Sarit Tangtrongwechakij
Risk Management Director
3. Review the risk management report and implemented to ensure that risk management is adequate and appropriate to manage the risks to an acceptable level.
5. Mr. Adisak Tangtrongweachakit Risk Management Director
Miss Kaynica Tanawechayasiri was the secretary of the Risk Management Committee.
Term of position
4. Coordinated with the Audit Committee by exchanging knowledge and information about the risks and internal controls that affect or may affect the Company.
1. The Risk Management Committee shall hold the position for a term of three years from the date the Board of Directors has approved the appointment.
5. Decide and make recommendations on critical issues that arise in the risk management process.
2. Risk Management Committee who retired by rotation may be appointed back into position again if it is approved by the Board of Directors.
6. Encourage a culture of risk management in organizations.
3. Moreover, when retired by rotation, the Risk Management Committee will be retired when
7. Evaluate the performance of the Risk Management Committee and report on the annual assessment to the Board of Directors.
• dead
• resign
• Disqualified or prohibited under the Companies Act 1992 and the Securities Exchange Act of 1992 (including any amendments).
• The Board of Directors' resolution dismissed.
• The court has ordered dismissed.
8. Review the appropriateness of charter yearly. This is to ensures that the content of the charter is consistent with the objectives and strategies for risk management of the Company.
67 Annual Report 2015
9. Review the risk and the Company's risk management approach according to the risk agency evaluate, including provide suggestions for improvement.
3. To set up the organization structure and management policy of the Company as well as policies of recruitment, training, employment and termination of employment for the Company’s employees. The Managing Director and/or the Director to the Human Resources Department may be authorized to sign signature in the employment contract.
10. Oversee the effectiveness of the risk management processes of the Company on track and review continuously.
4. To conduct the feasibility studies on investment in new projects, and to be empowered to consider and approve the Company for an investment or a joint venture with an individual, juristic person or any other business organization in the investment form the Executive Committee deems appropriately in order to operate the business subject to the Company’s objectives, and to consider and approve the Company’s expenditure for such investment, business contracts and/or any related acts to complete such matter for the amount of investment from Baht 10 million up to Baht 50 million.
Executive Committee As of December 31, 2015 the Executive Committee consist of 5 members are included; Name
Position
1. Mr. Anant Tangtongwechakit
Chairman of Executive Committee
2. Mrs. Jirawan Pongpichitkul
Executive Director
3. Miss Chittima Tangtrongwechakit Executive Director
4. Mr. Sarit Tangtrongwechakij
Executive Director
5. Mr. Adisak Tangtrongweachakit
Executive Director
5. To consider and approve financial transactions to be made with any financial institutions in respect with the opening of account, taking out of loans and credit line, pledge, mortgage, guarantee and other matters as well as selling and purchase, and registration for any ownership of land in accordance with the Company’s objectives in order to benefit the business operations of the Company; and to take any legal acts, make contracts and/or perform other acts related to such matters until it is completed, in the amount from Baht10 million up to Baht1,000 million for each transaction but must not exceeding annum budget approved by the Board of Directors.
Miss Patcharee Kosanam is the secretary of the Executive Committee.
Scope of Duties and Responsibilities of the Executive Committee 1. To consider and prepare the policies, business strategies, operating goals and plans, financial targets, and budget of the Company by appropriately regarding various business factors to be proposed for the Board of Directors’ approval. 2. To govern, inspect, and monitor the Company’s business operations to ensure that they are efficiently and proficiently carried out in line with the policies, business strategies, operating goals and plans, financial targets, and budget of the Company as approved by the Board of Directors. 68
Annual Report 2015
Buriram Sugar Public Company Limited
6. To consider and approve of entering into a contract and financial instruments, e.g. future contract for the right in sugar sales and purchases, foreign currencies exchange forward contract, etc. in order to prevent the Company’s financial risks.
12. To have any power, duties and responsibilities as per assignments or policies given by the Board of Directors. In case that the Executive Committee or their authorized representative must carry out or enter into any transaction which may cause potential conflict of interest with the Company and/or its subsidiaries and/ or related companies, the Executive Committee or their authorized representative will have no power to approve the specified transaction except the approval is in accordance with the policies and regulations which the Board of Directors and/or shareholder’s meeting (case by case) has considered and approved under laws, regulations, objectives, or the Articles of Association of the Company.
7. To consider and provide advice or opinions to the Board of Directors about any projects, proposals or entering into transactions related to the Company’s operations, which need the operating amount greater than the permitted amount and/or required by any related laws and regulations or Articles of Association of the Company that must be considered and approved by the meeting of shareholders or that of the Board of Directors. 8. To consider and approve of the rules, regulations, management policies and business operations of the Company or any other acts binding the Company. 9. To empower the Managing Director to operate the business of the Company in accordance with the scope of power, duties and responsibilities as designated and governed by the Executive Committee. 10. To appoint and/or assign the Executive Director or a person or several persons to take any acts under the scope of power given to the Executive Committee and as the Executive Committee deems appropriately. The Executive Committee may suspend, cancel or alter such power. 11. To consider and approve of the Empowered Operation Manual to enable the appointed and/ or authorized persons to be aware of the scope of responsibilities and given power, and such that shall be a working manual for further working reference and to make the working procedure in order. 69
Annual Report 2015
Executive
2. To consider, negotiate, and approve for engaging into any juristic acts and/or taking actions, which involve some money for not more than Baht 10 million, relatedto the Company’s day-to-day operations and/or management but must not exceeding annum budget approved by the Board of Directors.
As of December 31, 2015 the executives consist of 9 following members. Name
Position
1. Mr. Anant Tangtongwechakit
Managing Director
2. Mrs. Jirawan Pongpichitkul
Senior Vice Managing Director (Domestic Investment)
3. Miss Chittima Tangtrongwechakit
Senior Vice Managing Director (Domestic Investment)
3. To consider the engagement into any juristic acts, and/or to negotiate for any contracts related to any operations or undertaking in connection with the Company’s day-to-day operations and/or management, which involve some money higher than the determined amount, in order to provide some opinions and propose such matter to the Board of Directors and/or the Executive Committee for further screening and finding out the solutions.
4. Mr. Adisak Tangtrongweachakit Senior Vice Managing Director (Domestic Investment) 5. Mr. Sarit Tangtrongwechakij
Senior Vice Managing Director (International Investment)
6. Mr. Vorathep Lertchaiudomchok
Vice Managing Director of Finance & Operation
7. Mr. Pitak Chaosoun
Assistant Senior Managing Director of Finance & Operation
8. Mr. Pattarapong Pongsawasdi
Assistant Senior Managing Director of International Affair
9. Mr.Adul Suravudhikul
Assistant Senior Managing Director of Financial Management
4. To conduct the feasibility studies on investment in new projects, and to be empowered to consider and approve the Company for an investment or a joint venture with an individual, juristic person or any other business organization in the investment form the Executive Committee deems appropriately in order to operate the business subject to the Company’s objectives, and to consider and approve the Company’s expenditure for such investment, business contracts and/or any related acts to complete such matter for the amount of investment up to 10 million Baht per transaction.
Scope of Duties and Responsibilities of the Managing Directors
5. To consider and approve transactions with banks and financial institutions involving account opening, borrowing, pawning, mortgages, guarantees, and other activities including property trading and land ownership registration according to specified objectives in order to facilitate the Company’s operation as well as any juristic acts and/or any related acts to complete such matter for the amount of money up to 10 million Baht per transaction.
1. To be responsible for the Company’s day-to-day operations and/or management, as well as for supervising general operations to be in line with policies, business strategy, goals and operating plans, financial targets and budgets of the Company as approved by the Board of Directors.
70 Annual Report 2015
Buriram Sugar Public Company Limited
6. To set up certain trading conditions, e.g. line of credit, period of payment, entering into a contract of sale, changes of trading terms, etc. and such transactions involve some money not more than Baht 10 million. but must not exceeding annum budget approved by the Board of Directors. 7. To recruit, appoint, remove, transfer, dismiss, and set up the scope of authority, duties and appropriate benefits for employees of the Company, who hold position of the Department Manager or lower according to the policies settled by the Executive Committee.
8. To appoint some advisors in any fields necessary for the Company’s day-to-day operations and/or management.
9. To appoint and/or empower any person or persons to take acts under the scope of authority of the Managing Director as the Managing Director considers it is appropriate whereas such empowerment may be cancelled, revoked or revised by the Managing Director. 10. To have any authority, duties and responsibilities as assigned or subject to policies given by the Board of Directors and/or the Executive Committee. In case that the Managing Director or their authorized representative must carry out or enter into any transaction which may cause potential conflict of interest with the Company and/or its subsidiaries and/or related companies, the Managing Director or their authorized representative will have no power to approve the specified transaction except the approval is in accordance with the policies and regulations which the Board of Directors and/or shareholder’s meeting (case by case) has considered and approved under laws, regulations, objectives, or the Articles of Association of the Company.
71 Annual Report 2015
Company Secretary In the meeting of the Board of Directors No.8/2015 held on November 12, 2015, the Board of Directors has resolved to appoint Miss Patcharee Kosanam as Company Secretary in conformance to Section 89/15 of Securities and Exchange Act BE 2535 (Including amended).
Miss Patcharee Kosanam was trained from the Thai Institute of Director (IOD) on following courses;
• Company Secretary Program (CSP), Class 50/2013
• Effective Minute Taking (EMT), Class 25/2013
• Board Reporting Program (BRP), Class 10/2013
• Company Reporting Program (CRP), Class 5/2013
Scope of duties and responsibilities of Company Secretary are as follows: 1. To maintain efficiency of the operation of the Board of Directors and the Executives in conformance to the Company’s articles of association and related laws and regulations.
2. To organize Board and shareholders’ meetings according to rules and applicable laws.
3. To record minutes of the shareholder’s meetings and minutes of the Board of Directors’ meeting. Coordinate and follow up the shareholders’ and Board’s resolutions. 4. To prepare and maintain all documents relating to the Company’s statutory register of directors, Annual Reports, notices and minutes of the meetings of the Board of Directors as well as notices and minutes of the shareholders’ meetings. 5. To maintain and keep a record of vested interests as reported by directors and executives and send copies reporting vested interests of directors and executives or related persons to the Chairman of the Audit Committee within seven days of the receipt of each report.
6. To perform other duties as required by the regulations of the Capital Market Supervisory Board.
Details of the directors of the subsidiaries. Names of directors in each subsidiaries, only the significantly company with total revenue of over 10 percent of total revenue on the consolidated income statement of the last fiscal year include Buriram Sugar Factory Co., Ltd. (BSF). Details about the directors of Buriram Sugar Factory Co., Ltd. are as follows: 72 Annual Report 2015
Buriram Sugar Public Company Limited
Organization of Buriram Sugar Factory Co., Ltd. (“Core Business�)
Board of Director
Board of Executive Director
Managing Director
Senior Vice Managing Director of Production
Mr. Sarit Tangtrongwechakij
Senior Vice Managing Director of Procurement and Domestic Sale Miss Chittima Tangtrongwechakit
Vice Managing Director of Operation
Mr. Vorathep Lertchaiudomchok
Vice Managing Director of Production
Assistant Managing Director of Production
Production Manager
Quality Control Manager
Assistant Managing Director of Operation
Domestic Sale Manager
73 Annual Report 2015
Credit Manager
Buriram Sugar Factory Co., Ltd. (BSF) Board of Director
Executive
As of December 31, 2015 the Board of Director consists of the following 5 members;
As of December 31, 2015 the Executive consists of the following 7 members;
Name
Position
Name
1. Mr. Anant Tangtongwechakit Chairman of the Board of Director
Position
1. Mr. Anant Tangtongwechakit Managing Director 2. Miss Chittima Tangtrongwechakit
Senior Vice Managing Director of Procurement and Domestic Sale
3. Mr. Sarit Tangtrongwechakij
Senior Vice Managing Director of Production
4. Mr. Vorathep Lertchaiudomchok
Vice Managing Director of Operation
5. Mr. Yanyong Kittithatphongphon
Vice Managing Director of Production
Executive Committee
6. Mr. Nopanant Phoolsap
Assistant Managing Director of Production
As of December 31, 2015 the Executive Committee consists of the following 5 members;
7. Mr. Pitak Chaosoun
Assistant Managing Director of Operation
2. Mrs. Jirawan Pongpichitkul
Director
3. Miss Chittima Tangtrongwechakit
Director
4. Mr. Sarit Tangtrongwechakij
Director
5. Mr. Adisak Tangtrongweachakit
Director
Name
Position
Duties and Responsibilities Scope of the Subsidiaries’ Board of Directors
1. Mr. Anant Tangtongwechakit Chairman of the Executive Committee 2. Mrs. Jirawan Pongpichitkul
Executive Director
3. Miss Chittima Tangtrongwechakit
Executive Director
4. Mr. Sarit Tangtrongwechakij
Executive Director
5. Mr. Adisak Tangtrongweachakit
Executive Director
The Board of Directors Meeting No. 6/2014 held on August 22, 2014 has approved the scope and functions of the Board are as follows. 1. Manage the subsidiaries business operations to be the best for shareholders. For the subsidiary operations, the Board of Directors of the subsidiaries are to perform their duties with honesty, responsibility and carefully with compliance with laws and regulations of the company and the resolutions of the shareholders' meeting as well as the resolution of the Board of Directors.
74 Annual Report 2015
Buriram Sugar Public Company Limited
2. Supervise the normal business operations of the subsidiaries and supervise the management to perform according to the vision, mission, policies, business strategies, business goals, action plans, financial goals and budgets of major company.
10. Evaluate the performance of the Managing Director and senior executives and consider the senior executives’ remuneration in accordance with the remuneration guidelines specified by the Board of Directors.
3. Provide accounting system, financial reporting and auditing including monitoring the internal control system, Risk Management System and anti-corruption including the measures to tracking the subsidiaries company's operating provide an effective and tightened enough.
11. Appoint and / or authorize the Board of Directors or any or several persons to take any action within the Commission's powers as the Board see appropriate. The Board of Directors may terminate or change these authorities. 12. Disclose information about financial position and operating results of the connected transactions of subsidiaries as well as the acquisition or disposition of assets and / or items significance to the Company with correctly informed and within a reasonable time set by the Company.
4. Supervise and provide a supervision mechanism for prevent conflicts of interest between the company's stakeholders. 5. Appoint one appropriate person of directors to be president and a vice chairman.
13. Disclose and deliver their interests and personal information that is relevant to the Board of Directors of the Company to identify relationships and transactions with the company or its parent company that may cause a conflict of interest within a reasonable time set by the Company.
6. Define and / or change the authorized signatory’s directors of Subsidiaries Company. 7. Consider and determine the criteria for the remuneration of directors and senior executives. 8. Nominate individuals with knowledge, skills, experience and qualified according to law and relevant regulation to propose to the shareholders meeting to consider and appoint as the Director.
14. Report the business plan, business growth, large investment projects as approved by the Company, as well as joint investment with other operators to the Company. Through the monthly operating reporting period and to clarify and / or submission of documents in case of requested by Company.
9. Consider the amount of remuneration of Directors remuneration guidelines of the Board of Directors to propose to the shareholders meeting to consider and approve.
15. Clarify and / or submission of documents in case of requested by Company.
75 Annual Report 2015
16. Clarify and / or submission of documents in case of requested by Company in the case of the Company found any significant issues. 17. Is authorized, duties and responsibilities of any other specified in the law and relevant regulation Articles of Association and resolution of the shareholders meeting. However, any acting of the Board of Directors or any person authorized by the Board of Directors, stakeholders who may have a conflict of interest with the Company or any related company. The Board of Directors or the person authorized by the Board of Directors are not authorized for those action in the matter. Except the approval which based on policies and guidelines, the Board of Directors of the parent company and / or the shareholders meeting of the parent company. (Considered by case) To consider and approved change. On the basis of the laws and regulations of the company.
Financial Amount Approval Definition Buriram Sugar Public Company Limited and its subsidiaries defined authority to approve limits for operating a normal transaction, the Company's Board of Directors is authorized to approve committee delegates (the chairman of the executive committee, executive director and managing director who are directors of the Company) and the delegates are authorized employees as they see appropriate. It can be summarized as follows: Approval
Executive Committee
Managing Director
Senior Vice Managing Director / Vice Managing Director
Assistant Managing Director
The amount exceeding 100,000 baht
20,000 - 100,000 Baht
The amount exceeding 100,000 baht
Not exceeding 100,000
1. Expenses - Expenses associated with operating and general expenses. 2. Purchasing - Purchase of fixed assets
Approved aside from budget
- The signing of the various purchase document.
The amount exceeding 1,000,000 baht
Not exceeding 1,000,000 Not exceeding 500,000
3. Finance - The advancing disbursement at a time.
The amount exceeding 100,000 baht
20,000 - 100,000 baht
Without authority to approve
Without authority to approve
Without authority to approve
Without authority to approve
4. General - The sale of other assets - Building renovation
The amount exceeding Not exceeding 100,000 100,000 baht The amount exceeding Not exceeding 500,000 500,000 baht 76 Annual Report 2015
Buriram Sugar Public Company Limited
Remuneration of Directors and Executives Remuneration in Cash The Annual General Meeting of shareholders on April 21, 2015 passed a resolution approving of the Remuneration Director of the Company in 2015, which Board of Directors approve remuneration from the financial results of the company including the operations and responsibilities of Director by comparison with the same type of business or industry or close to the company And reference remuneration of directors and executives of listed companies in 2012, which was prepared by the Stock Exchange of Thailand.
Monthly Remuneration (Baht/month)
Annual Bonus (Baht)
Chairman of the Board of Directors
15,000
400,000
Director
10,000
150,000
Monthly Remuneration (Baht/month)
Annual Bonus (Baht)
Chairman of Audit Committee
15,000
150,000
Audit Director
10,000
100,000
Monthly Remuneration (Baht/month)
Annual Bonus (Baht)
Chairman of Risk Management Committee
15,000
400,000
Risk Management Director
10,000
150,000
Monthly Remuneration (Baht/month)
Annual Bonus (Baht)
Chairman of Executive Committee
15,000
150,000
Executive Director
10,000
100,000
Position
Position
Position
Position
77 Annual Report 2015
In 2014 and 2015, the Company remunerated the directors as following detail; Name
Remuneration
Position
2014
2015
Mr. Prachuab Chaiyasan
Chairman of the Board of Directors, Independent Director, and Chairman of the Audit Committee
880,000
910,000
Mr. Anant Tangtongwechakit
Director, CEO and Chairman of Risk Management Committee
743,750
930,000
Mrs. Wanphen Punyaniran
Director
260,000
270,000
Mrs. Jirawan Pongpichitkul
Director, Executive Director and Risk Management Director
630,000
710,000
Miss Chittima Tangtrongwechakit
Director, Executive Director and Risk Management Director
630,000
710,000
Mr. Sarit Tangtrongwechakij
Director, Executive Director and Risk Management Director
630,000
710,000
Mr. Adisak Tangtrongweachakit
Director, Executive Director and Risk Management Director
620,000
710,000
Mr. Amnuay Patise
Independent Director and Audit Committee
535,000
-
Mrs. Seenual Tasanapant
Independent Director and Audit Committee
122,500
490,000
Mr. Sirichai Sombutsiri
Independent Director and Audit Committee
350,000
490,000
5,521,250
5,930,000
Total
Remark : 1. Mr. Prachuab Chaiyasan was appointed on September 18, 2012
2. Mr. Amnuay Patise
was appointed on October 15, 2012 and resigned on October 2, 2014
3. Mr. Sirichai Sombutsiri was appointed on January 1, 2013
4. Mrs. Seenual Tasanapant was appointed on October 3, 2014
78 Annual Report 2015
Buriram Sugar Public Company Limited
Buriram Sugar Factory Co., Ltd.
In 2014 and 2015, the Company remunerated the Board of Directors as following detail; Name Mr. Anant
Remuneration (THB)
Position
Tangtongwechakit
Mrs. Jirawan Pongpichitkul Miss Chittima Tangtrongwechakit Mr. Sarit
Tangtrongwechakij
Mr. Adisak
Tangtrongweachakit
Chairman Director Director Director Director
Total
2014
2015
580,000 270,000 270,000 270,000 270,000 1,660,000
580,000 270,000 270,000 270,000 270,000 1,660,000
In 2014 and 2015, the Company remunerated the Executive Committee as following detail; Name Mr. Anant
Remuneration (THB)
Position
Tangtongwechakit
Mrs. Jirawan Pongpichitkul Miss Chittima Tangtrongwechakit Mr. Sarit
Tangtrongwechakij
Mr. Adisak
Tangtrongweachakit
CEO Executive Director Executive Director Executive Director Executive Director
Total
2014
2015
330,000 220,000 220,000 220,000 220,000 1,210,000
330,000 220,000 220,000 220,000 220,000 1,210,000
Remuneration of Executive
In 2014 and 2015, the Company remunerated the Executives including salary, bonus and benefits as following detail; BRR Amount of Executive Amount of remuneration
BSF
2014
2015
2014
2015
8
9
5
7
20,767,459
22,691,592
11,801,695
14,661,000
Other Remuneration
- None -
79 Annual Report 2015
The superintendent oversees the operations of its subsidiaries
(A) The Company Annual Dividend Payment and the Interim Dividend (if any). (B) The Company Articles of Association Amendments
Buriram Sugar Public Co., Ltd. overseeing and managing the affairs of the company including monitoring of its compliance with the measures and mechanisms that can be defined as a unit of the company itself and according to company policy, Buriram Sugar Public Co., Ltd.. for maintaining interest of investments and for the maximum benefit to the Company in the overall Buriram Sugar Public Co., Ltd. has a mechanism to oversee the implementation of the company the as follows:
(C) The Company Annual Budget Approval
The items (D) to the (L) is considered significant items if the company transact, it will have a significant impact on the financial position and results of operations of the Company by the rules prescribed by the relevant notifications of the Capital Market Commission and the Notification of the Stock Exchange of Thailand. The acquisition or disposition of assets and / or the transaction (Considered by case) shall be compliant for a case that when calculating the size of the list of transactions compared to the size of the company in accordance with the above. The criteria to be considered for approval by the Board of Directors of the Company. The list is as follows.
1. The company will appoint or nominate candidates as directors or manager of subsidiaries and / or associated companies, at least in proportion of their shareholding in subsidiaries and associated companies. The directors and executives nominated by the Company or appointed by judgment in assessing vote of the meeting of the Board Directors of subsidiaries and / or its associate in relation to the general management and the normal business of the subsidiary and / or joint promotion as the directors and management of the subsidiaries and / or associates have been agreed for the benefit of directors or management accordingly roles and responsibilities must be qualified.
(D) If the Company entered into a transaction or related to the acquisition or disposition of assets. (E) Transfer or relinquish benefits including a waiver claim on the damage of the company. (F) The sale or transfer of all or a substantial part to any other person. (G) The purchase or business transfer of another company by the company.
2. In following case, there need to be approved by the Board of Directors of the Company or the shareholders meeting of the major company (Considered by case) before approval by the Board of Directors or the shareholders meeting of the Company (Considered by case).
(H) The business operation, amendment or termination of contracts relating to the leasing business of the Company or a substantial part, assignment for other person with business management of the company or enterprise integration with another party. (I) Renting or leasing all or part of the business or assets of the company's significant.
(1) If there is case needs of approval by the Board of Directors of the Company or the shareholders meeting of the major company (Considered by case) before the company transactions the
(J) Loans, Lending, Crediting and credit guaranteeing for transactions binding the Company to increase the financial burden or providing financial help to another person in any other way, is not the Company's normal business of the company. 80
Annual Report 2015
Buriram Sugar Public Company Limited
(K) Going out of Business
reduced to less than 50 percent of the total votes of companies in a transaction besides the normal business transactions of the company.
(L) Any other matters that are not normal business. The list will affect the company significantly.
(D) Going out of Business of the Major Company
(E) Any other transaction that are not normal business of the major Company and which affects the company significantly.
(2) Subject need approval by the shareholders meeting of the parent company before the company operate the transaction however, it has to follow the rules defined by the relevant notifications of the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand. This must be the case that when calculating the size of the list of transactions compared to the size of the company in accordance with those already mentioned must be approved by a shareholders meeting of the major company as well.
(F) The amendment of the regulations of the company could impact significantly on the financial position and results of operations of Company. This includes, but is not only, amendments of company regulations that affect the rights of the company to nominate or to appoint a director or executives of the company proportionally to their shareholding in company. The vote of the directors who are nominated or appointed by the Company, the Board of Directors of major Company. Voting at the meeting of major company's major shareholder and / or payment of dividends on the Company.
(A) If the Company entered into a connected transaction or related to the acquisition or disposition of major company assets. (B) The capital increase by issuance of new shares and the allocation of shares of the company including the reduction capital of the Company which is not in proportion of the existing shareholdings of the shareholders, which will result in the proportion of voting rights of the Company. The direct and / or indirect, in the meeting of the shareholders of the company, whether in any descend fell more than 10 percent of the total votes of companies or as a result, the proportion of voting rights of the Company both directly and / or indirectly to the shareholders meeting of the Company that are not in any descend reduced to less than 50 percent of the total number of major companies.
3. Board, Executive Director and Administrators of the subsidiaries are responsible for the following: (A) Disclosure the financial and operating results of the connected transaction of the company as well as the acquisition or disposition of assets and / or items of significance to the company with the correct and complete information within a reasonable time determined by the Company. Incidentally, the Board of Company Directors are to consider the enter into a connected transaction, the acquisition or disposition of a significant asset of the company by the rules prescribed by the relevant notifications of the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand to apply mutatis mutandis.
(C) Any other action which is a result of the proportion of the voting rights of the Company both direct and / or indirect of the shareholders meeting of the Company that are not in any descend decreased more than 10 percent of the total votes of major companies or as a result of the proportion of voting rights of the major Company direct and / or indirect in the shareholders meeting of the company, whether in any descend
(B) And disclose their interests and personal information that is relevant to the Board of Directors of the Company to understand the relationships and transactions with the company or its parent company that 81
Annual Report 2015
may cause conflict of interest and avoid transactions that may cause conflict of interest with the company or its parent company. The Board of Directors is responsible for informing the Board of Directors of the Company informed by setting the time limit for the judge to consider or approve any considerations that take into consideration the overall interests of the company.
(F) Clarify and / or transmit of data or documents related to the company if the company detects any significant issues. (G) Responsible for the company's internal control system, risk management system and anti-fraud system appropriately, effectively and strong enough to ensure that the operation of the company will adhere to the policy of the company, Laws and regulations in announcement of the corporate governance of listed companies by Capital Market Commission, the Securities and Exchange Commission and the Stock Exchange of Thailand including of work arrangement which clearly show that the company has sufficient disclosure information to public in accordance with significantly procedure the continuous and reliable transaction. There must be a channel for Directors and Executives of major company to get the information of the Company to monitor the operating results and financial position. The transaction between the Company's directors, Executive Director and company Executives and significant corporate transactions efficiently in addition to providing a mechanism to monitor the system in such a major company. The team of internal auditors and independent directors of major company can access information directly and manage a reporting system to monitor and report to directors and executives of major company to ensure that the Company regularly follow the conducted system.
However the directors of the company must not participate in the self-interest or a conflict of interests, both directly and indirectly as well. Incidentally, any Director, Executives or person who is related with the company get the benefit financially other than they normally would or cause the Company or its parent company the damaged will be presumed that the action is inconsistent with the interests of the company significantly. (A) The transaction between the Company and the Board of Directors, executives or individuals who are not related by the rules of the transaction. (B) The use of information of the company unless the information is already publicly available. (C) The use of the property or the business opportunity of the Company in the same way that big companies do and violation of rules or a general practice, according to the Capital Market Commission's Notification.
4. Prohibiting any of Directors, Executive Director, Executives, officers, employees or assignees of the company including spouses and underage of those persons use the internal information of company both derived from duty act or in any other way that are or may be affected significantly to the Company and / or to benefit themselves or others, whether directly or indirectly and whether they get returns or not.
(D) Report the business plan, business growth, large investment projects as approved by the company as well as investment joint with other operators to the company through the monthly reporting and to clarify the operating results and / or submission of supporting documents in the case when the company requested. (E) Clarify the operating results and / or submission of supporting documents in the case when the company requested.
82 Annual Report 2015
Buriram Sugar Public Company Limited
5. Directors, Executives Director or a related person of the Company is about to do business with the company, the transaction will be approved by the Board of Directors and / or the Board of Executives of the Company and / or the shareholders of the Company and / or the shareholders meeting of the company (Consider by case) As the transaction was calculated by the rules prescribed by the relevant notifications of the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand. The acquisition or disposition of assets and / or the connected transaction. (Consider by case) shall apply mutatis mutandis. However, unless the transaction is a commercial agreement in the same way that a person would be conducted with the parties in the same situation, the bargaining power of trade without influence in their status as Directors. Executive Director, Executives of the company or any relative (Consider by case) The trade agreements that have been approved by the Board of Directors of the Company or adhere to the principle of the committee which already approved.
Personnel 1. Amount of Employee and Employee’s Remuneration 2012
2013
Permanent Employee
Daily Worker
Total Remuneration Permanent Employee (Million THB) Employee
BRR
91
46
137
40.57
99
68
167
50.93
BSF
237
537
774
73.72
265
632
897
130.28
BEC
58
14
72
8.62
69
3
72
15.51
KBF
23
45
68
2.84
22
41
63
10.38
BRD
128
67
195
31.17
129
55
184
39.94
BPC
-
-
-
-
-
-
-
-
Total
537
709
1,246
156.91
584
799
1,383
247.04
83 Annual Report 2015
Daily Worker
Total Remuneration Employee (Million THB)
2014
2015
Permanent Employee
Daily Worker
Total Remuneration Permanent Employee (Million THB) Employee
Daily Worker
Total Remuneration Employee (Million THB)
BRR
112
74
186
61.52
129
72
201
76.71
BSF
300
739
1,039
155.56
277
790
1067
179.87
BEC
70
-
70
17.68
71
0
71
19.42
KBF
22
55
77
11.22
41
42
83
16.71
BRD
132
47
179
41.84
142
49
191
46.42
BPC
42
-
42
1.88
50
0
50
12.82
Total
678
915
1,593
289.80
710
953
1,663
351.95
2. Provident Fund The Company appointed SCB Asset Management Co., Ltd. (SCBAM) to be as the provident fund manager of the Company and its subsidiaries since August 22, 2013.
3. The personnel development of the company The company personnel development is as follow: • Collaboration with external organizations to develop employees. The company has partnerships with external organizations such as the Skill Development Center to train employees If the employees are be able to pass the Department of Skill Development standard, It will be based on the minimum salary rates that the Department of Skill Development has determined. In addition, each year, every department will have a budget for training employees to third parties to develop and / or update their professional knowledge. • The scholarship, the company provides scholarship for further education employees in tertiary education and graduate students under the conditions employees to return capital to the company.
84 Annual Report 2015
Buriram Sugar Public Company Limited
Director and Executive Profile NAME/POSITION 1. Mr. Prachuab Chaiyasan (71 years old) - Chairman of the Board of Director - Independent Director - Chairman of the Audit Committee
EDUCATION BACKGROUND
WORK EXPERIENCE
% OF SHARES
- Bachelor of Political Science, Thammasat University
0.05
PAST 5 YEARS - PRESENT - Chairman of the Board of Director - Independent Director
- Doctor of Philosophy, Honorary Degree in Political Science, Ramkhamhaeng University
- Chairman of the Audit Committee - Director - Chairman of Audit Committee
- Director Accreditation Program (DAP) class 54/2006, Thai Institute of Directors (IOD)
Taiping Ethanol Co., Ltd.
- Director
Thai Nguan Metal Public Company Limited
- Chairman of Council Ramkhamhaeng University - Director
(70 years old) - Independent Director - Audit Committee
- Bachelor of Law, Thammasat University
-
- Independent Director - Audit Committee - Independent Director
- Bachelor of Accounting, Thammasat University
- Audit Committee - Director
- Director Accreditation Program (DAP) class 55/2006 Thai Institute of Directors (IOD) - Director Certification Program (DCP) class 79/2007 Thai Institute of Directors (IOD) - Audit Committee Program (ACP) class 17/2007 Thai Institute of Directors (IOD) - Certified Public Accountant No. 2974 85 Annual Report 2015
Thai Ethanol Power Public Company Limited
- Director - Chairman of Audit Committee
- Director Certification Program (DCP) class 83/2007 Thai Institute of Directors (IOD)
2. Mrs. Seenual Tasanapant
Buriram Sugar Public Company Limited
Ramkhamhaeng University Paksong Capital Co., Ltd. Buriram Sugar Public Company Limited The Steel Public Company Limited Taiping Ethanol Co., Ltd.
- Advisor of Administrative Director
Mahidol University Savings and Credit Co-Operative Limited
- Manager
Mahidol University Savings and Credit Co-Operative Limited
NAME/POSITION
EDUCATION BACKGROUND
3. Mr. Sirichai Sombutsiri
- Bachelor of Business Administration in Accounting (Honor), Thammasat University
(62 years old) - Independent Director - Audit Committee
WORK EXPERIENCE
% OF SHARES 0.05
- Master of Business Administration in Finance, University of Southern California, USA - Advanced Management Program, Harvard Business School, USA
PAST 5 YEARS - PRESENT - Independent Director - Audit Committee
Buriram Sugar Public Company Limited
- Vice President of Business Customer
Siam Commercial Bank Public Company Limited
- Vice President of Big Customer
Siam Commercial Bank Public Company Limited
- Director
OHTL Public Company Limited
- Independent Director - Director
- Certificate, The Joint State Private Sector Regular Course of the National Defense College Class 15 - Director Accreditation Program (DAP) class 25/2004 Thai Institute of Directors (IOD) - Capital Market Academy Leadership Program class 5, Capital Market Academy
86 Annual Report 2015
- Executive Director
Land and Houses Bank Public Company Limited
Buriram Sugar Public Company Limited
NAME/POSITION
EDUCATION BACKGROUND
4. Mr. Anant Tangtongwechakit - Bachelor of Business (51 years old) Administration (Marketing), Assumption University - Chairman of Executive
4.06
- Chairman of Risk Management Committee - Managing Director
PAST 5 YEARS - PRESENT - Chairman of Executive Committee - Director
Buriram Sugar Public Company Limited
- Chairman of Risk Management Committee
Committee
- Director
WORK EXPERIENCE
% OF SHARES
- Master of Art (Political Science, Politics and Government), Ramkhamhaeng University
- Managing Director - Chairman of the Board of Directors - Chairman of Executive Committee
Buriram Sugar Factory Co., Ltd.
- Managing Director - Chairman of the Board of Directors Buriram Sugarcane Research - Chairman of Executive Committee and Development Co., Ltd.
- Certificate of Sugar Technology class 1, Faculty of Agro-Industry, Kasetsart University
- Chairman of the Board of Directors
Buriram Energy Co., Ltd.
- Chairman of Executive Committee - Director Accreditation Program (DAP) class 99/2012, Thai Institute of Directors (IOD)
- Chairman of the Board of Directors - Chairman of Executive Committee
Key Brand Fertilizer Co., Ltd.
- Chairman of the Board of Directors
Buriram Power Co., Ltd.
- Chairman of Executive Committee
- Capital Market Academy Leadership Program class 15, Capital Market Academy
- Director
Thai Sugar Producers Association
- Director
The Thai Sugar Trading Co., Ltd.
- Chairman of the Board of Directors BRS Train Terminal Logistics Co., Ltd. - Chairman of Executive Committee
- Diploma, The National Defense Course of the National Defense College Class 56
- Director
Taksin Pattana Co., Ltd.
- Director
Suriwan Enterprise Co., Ltd.
- Director
A Team Intertrade Co., Ltd.
- Director
Siphandone Bolaven Co., Ltd.
- Chairman of Executive Committee - Director - Chairman of the Board of Directors - Chairman of Executive Committee - Chairman of the Board of Directors - Chairman of Executive Committee - Chairman of the Board of Directors - Chairman of Executive Committee 87 Annual Report 2015
T Plus Property Co., Ltd. Buriram Power Plus Co., Ltd. Buriram Super Power Co., Ltd. Buriram Agro Energy Co., Ltd.
NAME/POSITION
EDUCATION BACKGROUND
5. Mrs. Wanphen Punyaniran - Secondary school grade 2, Marywitthaya Prachinburi School (49 years old) - Director
4.05
- Director Accreditation Program (DAP) class 98/2012, Thai Institute of Directors (IOD)
- Risk Management Director - Senior Vice Managing Director (Domestic Investment : Agricultural Business)
PAST 5 YEARS - PRESENT - Director
Buriram Sugar Public Company Limited
- Director
Key Brand Fertilizer Co., Ltd.
- Executive Director - Managing Director
6. Mrs. Jirawan Pongpichitkul - Bachelor of Science (Nursing and Midwifery), (48 years old) Mahidol University - Director - Executive Director
WORK EXPERIENCE
% OF SHARES
4.05
- Director - Executive Director
Buriram Sugar Public Company Limited
- Risk Management Director - Senior Vice Managing
- Master of Public and Private Management, National Institute of Development Administration
Director (Domestic Investment : Agricultural Business) - Director
- Director Accreditation Program (DAP) class 98/2012, Thai Institute of Directors (IOD)
- Executive Director - Director - Executive Director
Buriram Sugar Factory Co., Ltd. Buriram Sugarcane Research and Development Co., Ltd.
- Managing Director - Director
Buriram Energy Co., Ltd.
- Director
Key Brand Fertilizer Co., Ltd.
- Executive Director - Director
Buriram Power Co., Ltd.
- Director
Buriram Power Plus Co., Ltd.
- Director
Buriram Super Power Co., Ltd.
- Director
Buriram Agro Energy Co., Ltd.
88 Annual Report 2015
Buriram Sugar Public Company Limited
NAME/POSITION
EDUCATION BACKGROUND
7. Miss Chittima Tangtrongwechakit - Bachelor of Business Administration (Marketing) (45 years old) - Director - Executive Director - Risk Management Director - Senior Vice Managing Director (Domestic Investment : Commercial)
WORK EXPERIENCE
% OF SHARES 4.05
PAST 5 YEARS - PRESENT - Director - Executive Director
Buriram Rajabhat University
Buriram Sugar Public Company Limited
- Risk Management Director
- Director Accreditation Program (DAP) class 98/2012, Thai Institute of Directors (IOD)
- Senior Vice Managing Director (Domestic Investment : Commercial) - Director - Executive Director
Buriram Sugar Factory Co., Ltd.
- Senior Vice Managing Director (Purchasing)
89 Annual Report 2015
- Director
Buriram Sugarcane Research and Development Co., Ltd.
- Director
Buriram Energy Co., Ltd.
- Director
Key Brand Fertilizer Co., Ltd.
- Director
Buriram Power Co., Ltd.
- Director
Buriram Power Plus Co., Ltd
- Director
Buriram Super Power Co., Ltd.
- Director
Buriram Agro Energy Co., Ltd.
NAME/POSITION
EDUCATION BACKGROUND
% OF SHARES
8. Mr. Sarit Tangtrongwechakij - Bachelor of Business Administration (Management), (45 years old) Buriram Rajabhat University - Director - Executive Director - Risk Management Director - Senior Vice Managing Director (International Investment)
4.05
- Master of Art (Political Science, Politics and Government), Ramkhamhaeng University - Director Accreditation Program (DAP) class 98/2012, Thai Institute of Directors (IOD)
WORK EXPERIENCE PAST 5 YEARS - PRESENT - Director - Executive Director - Risk Management Director - Senior Vice Managing Director (International Investment) - Director - Executive Director
- Director
- Director - Executive Director
Buriram Sugarcane Research and Development Co., Ltd. Buriram Energy Co., Ltd.
- Director
Key Brand Fertilizer Co., Ltd.
- Director
Buriram Power Co., Ltd.
- Executive Director - Director - Executive Director - Director - Executive Director - Director - Executive Director - Director - Executive Director
Annual Report 2015
Buriram Sugar Factory Co., Ltd.
- Senior Vice Managing Director (Production) - Executive Director
90
Buriram Sugar Public Company Limited
Buriram Power Plus Co., Ltd. Buriram Super Power Co., Ltd. Buriram Agro Energy Co., Ltd. Siphandone Bolaven Co., Ltd.
- Director
World International Network Co., Ltd
- Director
Buriram Premier Bike Co., Ltd.
Buriram Sugar Public Company Limited
NAME/POSITION
EDUCATION BACKGROUND
9. Mr. Adisak Tangtrongweachakit - Bachelor of Business Administration (Marketing), (43 years old) University of the Thai Chamber - Director of Commerce - Executive Director - Risk Management Director - Senior Vice Managing Director (Energy Business)
WORK EXPERIENCE
% OF SHARES 4.05
PAST 5 YEARS - PRESENT - Director - Executive Director
Buriram Sugar Public Company Limited
- Risk Management Director - Senior Vice Managing
- Master of Business Administration (Management), Bellevue University, USA
Director (Energy Business) - Director - Executive Director
- Director Accreditation Program (DAP) class 98/2012, Thai Institute of Directors (IOD)
Buriram Sugar Factory Co., Ltd.
- Director
Buriram Sugarcane Research and Development Co., Ltd.
- Director
Buriram Energy Co., Ltd.
- Executive Director - Managing Director - Director
Key Brand Fertilizer Co., Ltd.
- Director
Buriram Power Co., Ltd.
- Executive Director - Managing Director - Director - Executive Director
Buriram Power Plus Co., Ltd.
- Managing Director - Director - Executive Director
Buriram Super Power Co., Ltd.
- Managing Director - Director - Executive Director - Director - Executive Director
Buriram Agro Energy Co., Ltd. BRS Train Terminal Logistics Co., Ltd.
- Managing Director - Vice Chairman of the Board of Directors
91 Annual Report 2015
The Federation of Buriram Industries
Corporate Governance Company focus on operating under good governance. The Board of Directors is committed to follow the principles of good corporation. It will also enhance the transparency and efficiency of the management. This will build trust to the shareholders, investors and all concerned parties. The Board of Directors Meeting No. 1/2012 on February 27, 2012. The Board of Directors has approved a policy of good governance. According to the Stock Exchange of Thailand It covers the 5 principles of good corporate governance as follow:
Category 1 : Rights of Shareholders The Board of Directors is always concerned and valued the rights of the Company’s shareholders such as stockbrokerage, stock transfer, corporate information provision, shareholder meeting attendance and vote,etc. ;Therefore, the corporate governance policy is placed by regarding with the basic rights and convenience of all shareholders. The relevant important polices are described below. 1. The Company lays down a policy of providing the information, adequacy and timing, to all of its shareholders about the date, time, venue, agendas of each meeting of the shareholders, as well as all other associated issues for any decision-making in the meetings of shareholders as required by laws.
4. The Chairman of the meeting of the shareholders should allocate sufficient time to the shareholders. Some shareholders may equally submit their questions relating to any of the meeting agendas during the meeting. The Board of Directors will participate in the meeting to answer the interrelated question if any.
2. Should a shareholder not be able to physically present at a meeting, they may appoint their proxy or an independent director as their proxy to attend and vote in the meeting via proxy form as provided in the Attachment.
5. To provide correct and complete meeting minutes for shareholder to access. 6. To publish news and information regularly via the Company’s website, the SET, and the SEC.
3. Prior to the meeting date, The Company may inform the shareholders of the procedure of voting for resolution as stated in the Company’s regulation.
92 Annual Report 2015
Buriram Sugar Public Company Limited
Category 2 : Equitable Treatments of Shareholders
To ensure fair and equitable treatments of shareholders, the Company has policy as follows:
1. The Company allows its shareholders to propose matters to be included in a meeting’s agenda or nomination of candidates for corporate directors, prior to the meeting, with requirements and procedures. 2. In the Annual General Meeting, The majority of shareholders, who are the Company’s executives, shall not propose other additional agendas, particularly some important agendas, without notifying the shareholders in advance to ensure that every shareholder has sufficient time for data investigation before making decisions on voting. 3. The Company has a policy of encouraging the shareholders to use the proxy to enable the shareholders to determine the direction of voting. At least one independent director should be proposed for the shareholders’ proxy.Such proxy form shall be delivered by the Company, along with the name(s) of independent director. 4. The Company has a policy of using the ballot tickets for any significant agendas, e.g. connected transactions, acquisition or disposal of significant assets, etc. for the transparency and verification of voting in case of any arguments. And in the appointment of directors, the Company encourages the shareholders to exercise their right in appointing each director. 5. The Company issues the written guidance on retention and prevention of the use of the internal information. This guidance is informed to all employees in the organization for their compliance. Every director and executive has a duty of reporting his interest or stake to the Company as required by laws.
93 Annual Report 2015
Category 3: Role of Stakeholders The Company realizes the significance of other stakeholders contributing to its financial stability and sustainability. These stakeholders include, for instance, customers, employees, trading partners, creditors, and the surrounding community. The Company has always ensured integrity and fair treatment for each stakeholder through its established business ethics policies as follows:
SHAREHOLDERS
CUSTOMERS
: The Company focuses on ethical operation and discloses important information such as financial statement and other related information to shareholders transparently, accurately, completely and timely. : The Company gives importance to customers with the highest responsibility through quality control of products and services under fair conditions. All customers’ information is clandestine and will not be disclosed or unethically used.
EMPLOYEES
: The Company ensures fair and equal treatment for all employees. Employees are entitled to benefits, safety policy, and suitable working environment according to their positions without discrimination. Provident fund has been set for corporate employees’ security. The Company also encourages its employees’ knowledge and skill development through in-house and outside training.
TRADING PARTNERS
: The Company adheres to integrity, equality, and rights of benefits. The Company always respects its trading partners’ legal rights and rights as specified in agreements.
COMPETITORS
: The Company supports the principles of fair competition and operates its business with integrity without any legal or ethical wrongdoings.
COMMUNITY, SOCIETY, AND ENVIRONMENT
: The Company has always been responsible to the society and environment via promoting social activities that bring sustainable development to the community. The Company also strictly complies with applicable environmental laws and develops preventive strategy to control environmental impact consistently.
94 Annual Report 2015
Buriram Sugar Public Company Limited
Category 4: Disclosure of Information and Transparency The company ensures that corporate information is provided correctly, accurately, on time, and transparently to The Stock Exchange of Thailand, The Securities and Exchange Commission, and related organization through following corporate practices: 1. To disclose financial statement and other information that correlated to business accurately, truthfully and completely. The Company’s financial statements must fairly present in accordance with generally accepted accounting principle and receive approval from the Audit Committee and the Board of Directors before disclose to The Stock Exchange of Thailand, shareholders and related organization.
3. To disclose roles and duties of the Board of Directors and committees, number of meeting attended for each director, and the director and executive remuneration policy as disclosed in the 2014 annual statements (Form 56-1) and the 2014 annual report. For investor relation, the Company found a team to coordinate communications between the Company, investors, shareholders, and related organization which is Mr. Pattarapong Pongsawasdi
2. To disclose the Company’s information via the channels provided by the SET, the SEC, and via the Company’s website to ensure provision of information services for shareholders and associated individuals.
Category 5: Responsibilities of the Board The Board of Directors shall take care of the Company’s working system to ensure that all of the Company activities are done according to laws, objectives, regulations of the Company, and the resolution of shareholder meeting ethically.
1. Board of Directors
As of 31 December 2015 the Board of Directors consists of 9 members are included:
The numbers of directors are 9 persons totally. Each director’s term is according to the Company’s Article of Association section 15 which stated that in an annual general meeting, one third of the directors are required to resign. If the total number of directors does not allow such division, the number of directors to resign should be at the closest to one third of the total. The directors whose terms have completed may be reelected to the Board. The Board of Directors shall comprise of 6 Executive Directors and 3 Non-executive Directors which are legally qualified as the Independent Directors conforming to the SEC regulation. The structure is in accordance with the SEC ACT B.E. 2535 which stated that of registered company must have Independent Directors more than or equal to 1 out of 3 members of board of directors.
Name-Surname
1. Mr. Prachuab Chaiyasan
Position
Chairman of the Board of Directors (Independent Director)
Director Mr. Anant Tangtongwechakit Director Mrs. Wanphen Punyaniran Director Mrs. Jirawan Pongpichitkul Director Miss Chittima Tangtrongwechakit Director 6. Mr. Sarit Tangtrongwechakij Director 7. Mr. Adisak Tangtrongweachakit Directors (Independent 8. Mrs. Seenual Tasanapant
2. 3. 4. 5.
Director)
9. Mr. Sirichai Sombutsiri 95
Annual Report 2015
Directors (Independent Director)
The Board of Directors appointed the Company secretary that has the role and responsibilities of the Board of Directors and shareholders, such as holding meeting, recording and doing minutes of meeting and coordination and monitoring compliance with the resolution of the Board of Directors and shareholders. As well it is vital to care to advise the committee on rules and administration, to practice the storage of important documents of the Company.
of the Company, its subsidiaries, and its joint ventures in order to ensure that they are all efficient and proficient 5. To prepare the annual reports of the Company and/or the Board of Directors in accordance with all related laws and regulations required. 6. To care for and provide a governing mechanism to prevent the potential conflicts of interest between any stakeholders and the Company, its subsidiaries, and its joint ventures.
Scope of Duties and Responsibilities of the Board of Directors 1. To undertake and manage the Company responsibly, carefully, trustworthily, and in conformity with any and all related laws, objectives, and Articles of Association of the Company, as well as resolutions of the meetings of shareholders.
7. To consider, approve, consider and give opinions for consideration and approved by the meeting of shareholders in case of making any transactions significantly to the Company or any connected transactions in accordance with the procedure, conditions, legal process and related rules and regulations and/or obligations required by the Company, its subsidiaries, and its joint ventures.
2. To consider and approve any significant matters related to the Company’s business operations, e.g. vision, mission, policies, business strategies, goals and operating plans, financial targets, and budget of the Company and its subsidiaries.
8. To appoint any of the Company’s directors as the chairman of the board; and to appoint some directors subject to the number of the Board of Directors deems appropriately as the vice chairman.
3. To govern and care for the normal business operations of the Company; and to have the Management work efficiently and proficiently to be in line with the determined vision, mission, policies, business strategies, goals and operating plans, financial targets, and budget of the Company.
9. To determine and amend the authorized directors of the Company. 10. To recruit and appoint a person with knowledge, competence and experience that the Board of Directors deems appropriately, and with all other qualifications required by related laws and regulations to hold a position of directorship in case any director vacate his office due to other reasons apart from the expiration of the term of office.
4. To provide the accounting system, financial reports and auditing; and to care for the internal control system, the internal audit system, the risk management system, and the misconduct prevention, as well as provide monitoring measure on operation performance
96 Annual Report 2015
Buriram Sugar Public Company Limited
11. To recruit a person with knowledge, competence, experience and all other qualifications required by related laws and regulations to hold a position of directorship, and such person shall be nominated for the meeting of shareholders’ consideration.
17. To appoint any sub-committees; to recruit and appoint the directors or persons having engaged the knowledge, competence and experience as the Board of Directors deems appropriately to hold positions in those sub-committees; and to lay down the scope of authority, duties and responsibilities of those sub-committees.
12. To appoint or nominate person to be director or executive in the subsidiaries and / or joint venture in proportion of shareholding in the subsidiaries and joint venture. Such appointed or nominated director or executive shall be legally qualified for duties and responsibilities as well as not possess any characteristics prohibited in accordance with announcement of the Securities and Exchange Commission.
18. To appoint any of executive board members as the Managing Director; and to determine the scope of authority, duties and responsibilities of the Managing Director. 19. To appoint a director or person having engaging the qualifications, knowledge, competence and experience as the Board of Directors deems appropriately as the Company Secretary.
13. To consider annual dividend payment and interim dividend payment of the Company and its subsidiaries.
20. To appoint and/or empower one or several directors or persons to take any acts under the scope of directorship power and as the Board of Directors deems appropriately. However, such empowerment may be suspended, cancelled or altered.
14. To consider and set up the criteria of remuneration payment to the Company’s directors and top management. 15. To consider appropriate amount of remuneration for directors of the Company in line with the criteria of remuneration payment set up by the Board of Directors which shall be proposed to the meeting of shareholders for consideration and approval.
21. To provide and care for the communication channels to connect with each group of shareholders and stake holders of the Company appropriately. 22. To care for the accuracy, completion, timing and transparent disclosure of important information related to the Company via fair and creditably accessible channels.
16. To evaluate the work performance of the Managing Director and Top Management; to consider and set up the remuneration for the Top Management in line with the criteria of remuneration payment set up by the Board of Directors.
23. To set up and amend any matters prescribed in the regulations and Articles of Association of the Company.
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Scope of Duties and Responsibilities of the Audit Committee
24. To engage other power, duties and responsibilities as required by laws and other related regulations, Articles of Associations of the Company, and the resolutions of the meetings of shareholders.
1. To review the financial statements of the Company to ensure that they are disclosed accurately and adequately by coordinating with the external auditor and the Management who are responsible for the preparation of quarterly and yearly financial statements. The Audit Committee may have the auditor review or audit any transactions necessarily or importantly while auditing the Company’s account.
In case that the Board of Directors or their authorized representative must carry out or enter into any transaction which may cause potential conflict of interest with the Company and/or its subsidiaries and/or related companies, the Board of Directors or their authorized representative will have no power to approve the specified transaction except the approval is in accordance with the policies and regulations which the Board of Directors and/or shareholder’s meeting (case by case) has considered and approved under laws, regulations, objectives, or the Articles of Association of the Company.
2. To provide some advice to the Board of Directors and the Management on the improvement of the Company’s working processor system in order to reduce related risks to ensure that the financial statements of the Company are accurate and efficiently utilized.
2. Subcommittees
3. To consider, recruit, and nominate an independent person to be the Company’s auditor; to propose the remuneration for such an auditor; and to have the meetings with the auditor at least once a year without the attendance of the Management.
Management Structure of the Company consists of the Board of Directors and 3 Sub-Committees which are Audit Committee, Risk Management Committee and Executive Committee according to the good corporate governance.
4. To advise the Board of Director and executive to improve working process and system efficiently to reduce the risk for making financial report correctly and usefully.
2.1 Audit Committee As of December 31, 2015, the Audit Committee has 3 members that the Chairman of the Audit Committee and the two audit directors are independent directors to ensure transparency and independence in the performance of duties, the detail is as follows; Name
5. To review the internal control system and internal audit system of the Company to ensure that they are run appropriately and proficiently; to verify the independence of the Internal Audit Department; and to give approval of the appointment, removal and dismissal of the Head of Internal Audit Department or those of other departments which is responsible for the internal audit activities of the Company.
Position
1. Mr. Prachuab Chaiyasan
Chairman of the Audit Committee
2. Mrs. Seenual Tasanapant 3. Mr. Sirichai Sombutsiri
Audit Committee Audit Committee 98
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Buriram Sugar Public Company Limited
6. To control and monitor the operation of the internal audit office according to the internal audit office charter
e) Opinion on transaction that may cause potential conflict of interest.
f) Number of meeting of the Audit Committee and attending of each Audit Committee.
7. To verify and advise on adequacy, propriety and efficiency of risk management
g) Opinion or general remark that Audit Committee receive from compliance with charter.
8. To consider any connected transactions or those with potential conflicts of interest to be in conformity with laws on securities and stock exchange, and regulations of the Stock Exchange of Thailand in order to ensure that such transactions are reasonable and enhance the best benefit for the Company; and to consider to ensure the Company’s disclosure of connected transactions or those possibly causing the conflicts of interest which is accurate and adequate.
h) Other information that deems appropriate for shareholders and investors to know under scope of duties and responsibilities assigned by the Board of Directors.
11. In performing duties, if the Audit Committee finds or suspects, the following transactions may have the material impact on the financial status and operation results of the Company, the Audit Committee shall report them to the Board of Directors prior to the improvement within the timeframe of the Audit Committee who deems appropriately :
9. To verify that the Company conforms to laws on securities and stock exchange, regulations of the Stock Exchange of Thailand and any other laws on the business of the Company. 10. To disclose the reports of the Audit Committee, which signed by the Audit Committee Chairman, in the annual reports of the Company which including the minimum information as follows:
a) Opinion on fairness, completeness, and reliability of financial statements of the Company.
b) Opinion on adequacy of internal control system of the Company.
c) Opinion on legal conformance to Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or any laws related with business of the Company.
d) Opinion on appropriateness of the auditor.
a) Transactions causing conflicts of interest
b) Dishonest or irregularity or important defect in the internal control system
c) Violation of laws on securities and stock exchange, regulations of the Stock
Exchange of Thailand or laws on the business of the Company. If the Board of Directors or the Management of the Company fails to remedy such within the timeframe specified in paragraph one, any of the Audit Committee members may report the transaction or act stated in paragraph one to the Securities and Exchange Commission or the Stock Exchange of Thailand. 12. The Audit Committee may seek for an independent opinion from other professional advisors if it deems necessarily under the Company’s expense. 99
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13. To perform other duties specifically assigned by the Board of Directors with consent of the Audit Committee.
5 Decide and make recommendations on critical issues that arise in the risk management process. 6. Encourage a culture of risk management in organizations.
2.2 Risk Management Committee As of December 31, 2015, the Risk Management Committee consists of 5 members are included: Name
1. Mr. Anant Tangtongwechakit 2. Mrs. Jirawan Pongpichitkul
7. Evaluate the performance of the Risk Management Committee and report on the annual assessment to the Board of Directors.
Position
Chairman of the Risk Management Committee
8. Review the appropriateness of charter yearly. This is to ensures that the content of the charter is consistent with the objectives and strategies for risk management of the company.
Risk Management Director
3. Miss Chittima Tangtrongwechakit Risk Management Director
4. Mr. Sarit Tangtrongwechakij
Risk Management Director
9. Review the risk And the Company's risk management approach according to the risk agency evaluate, including provide suggestions for improvement.
5. Mr. Adisak Tangtrongweachakit Risk Management Director
The scope and authority of the Risk Management Committee.
10. Oversee the effectiveness of the risk management processes of the company on track and review continuously.
1. Present and supportive Board of Directors to set risk management policies and acceptable risk levels to the company.
2.3 Executive Committee As of December 31, 2015 the Executive Committee consist of 5 members are included;
2. Present an overview of the company risk, how to manage and to monitor risks to the Board of Directors. 3. Review the risk management report and implemented to ensure that risk management is adequate and appropriate to manage the risks to an acceptable level.
Name
1. Mr. Anant Tangtongwechakit 2. 3. 4. 5.
4. Coordinated with the Audit Committee by exchanging knowledge and information about the risks and internal controls that affect or may affect the Company. 100
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Mrs. Jirawan Pongpichitkul Miss Chittima Tangtrongwechakit Mr. Sarit Tangtrongwechakij Mr. Adisak Tangtrongweachakit
Position
Chairman of Executive Committee Executive Director Executive Director Executive Director Executive Director
Buriram Sugar Public Company Limited Scope of Duties and Responsibilities of the Executive Committee
5. To consider and approve financial transactions to be made with any financial institutions in respect with the opening of account, taking out of loans and credit line, pledge, mortgage, guarantee and other matters as well as selling and purchase, and registration for any ownership of land in accordance with the Company’s objectives in order to benefit the business operations of the Company; and to take any legal acts, make contracts and/or perform other acts related to such matters until it is completed, in the amount from Baht10 million up to Baht1,000 million for each transaction but must not exceeding annum budget approved by the Board of Directors.
1. To consider and prepare the policies, business strategies, operating goals and plans, financial targets, and budget of the Company by appropriately regarding various business factors to be proposed for the Board of Directors’ approval. 2. To govern, inspect, and monitor the Company’s business operations to ensure that they are efficiently and proficiently carried out in line with the policies, business strategies, operating goals and plans, financial targets, and budget of the Company as approved by the Board of Directors.
6. To consider and approve of entering into a contract and financial instruments, e.g. future contract for the right in sugar sales and purchases, foreign currencies exchange forward contract, etc. in order to prevent the Company’s financial risks.
3. To set up the organization structure and management policy of the Company as well as policies of recruitment, training, employment and termination of employment for the Company’s employees. The Managing Director and/or the Director to the Human Resources Department may be authorized to sign signature in the employment contract.
7. To consider and provide advice or opinions to the Board of Directors about any projects, proposals or entering into transactions related to the Company’s operations, which need the operating amount greater than the permitted amount and/or required by any related laws and regulations or Articles of Association of the Company that must be considered and approved by the meeting of shareholders or that of the Board of Directors.
4. To conduct the feasibility studies on investment in new projects, and to be empowered to consider and approve the Company for an investment or a joint venture with an individual, juristic person or any other business organization in the investment form the Executive Committee deems appropriately in order to operate the business subject to the Company’s objectives, and to consider and approve the Company’s expenditure for such investment, business contracts and/or any related acts to complete such matter for the amount of investment from Baht 10 million up to Baht 50 million.
8. To consider and approve of the rules, regulations, management policies and business operations of the Company or any other acts binding the Company. 9. To empower the Managing Director to operate the business of the Company in accordance with the scope of power, duties and responsibilities as designated and governed by the Executive Committee. 101
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3. Roles, Duties and Responsibilities of the Board of Directors
10. To appoint and/or assign the Executive Director or a person or several persons to take any acts under the scope of power given to the Executive Committee and as the Executive Committee deems appropriately. The Executive Committee may suspend, cancel or alter such power.
The shareholder meeting has defined roles, duties, and responsibilities of the Board of Directors to ensure that business operation is conforming to laws, objectives, and regulation of the Company, as seen in 9.2.
11. To consider and approve of the Empowered Operation Manual to enable the appointed and/or authorized persons to be aware of the scope of responsibilities and given power, and such that shall be a working manual for further working reference and to make the working procedure in order.
The Board of Directors separates roles, duties, and responsibilities of supervised policy resolution and daily management clearly. The President Director is not the same person as the Executive Directors and does not involved in the daily management of the Company but provides support and advice in business operation via the Executive Directors regularly, while the Executive Directors are responsible for the Company management under the resolution of the Board of Directors.
12. To have any power, duties and responsibilities as per assignments or policies given by the Board of Directors. In case that the Executive Committee or their authorized representative must carry out or enter into any transaction which may cause potential conflict of interest with the Company and/or its subsidiaries and/or related companies, the Executive Committee or their authorized representative will have no power to approve the specified transaction except the approval is in accordance with the policies and regulations which the Board of Directors and/or shareholder’s meeting (case by case) has considered and approved under laws, regulations, objectives, or the Articles of Association of the Company.
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4. Meetings of the Board of Directors 4.1) The Company holds board meetings at least one meeting per three months. Extraordinary board meeting shall be commenced if deemed necessary. In each board meeting, the agenda is clearly decided in advance. 4.2) The Company Secretary delivers meeting documents to directors in advance. The document has been prepared concisely as possible. The Chairman will allocate sufficient time for such discussion and vote. 4.3) The Company records written minutes and collects previous minutes approved by the Board of Directors which can be inspected as required.
In the year 2014-2015, the following committee members attended each committee’s meetings as follows; NUMBER OF ATTENDING MEETING DIRECTOR NAME
2014
2015
Board of Director
Audit Committee
Risk Management Committee
Board of Director
Audit Committee
Risk Management Committee
1. Mr. Anant Tangtongwechakit
8/10
-
1/1
8/8
-
3/4
2. Mrs. Wanphen Punyaniran
9/10
-
-
7/8
-
-
3. Mrs. Jirawan Pongpichitkul
9/10
-
0/1
7/8
-
3/4
4. Miss Chittima Tangtrongwechakit 5. Mr. Sarit Tangtrongwechakij
10/10
-
1/1
7/8
-
3/4
10/10
-
1/1
7/8
-
4/4
6. Mr. Adisak Tangtrongweachakit
9/10
-
1/1
7/8
-
3/4
7. Mr. Prachuab Chaiyasan
10/10
9/9
-
8/8
7/7
-
8. Mr. Amnuay Patise
7/7
6/6
1/1
-
-
-
9. Mr. Sirichai Sombutsiri
8/10
8/9
-
6/8
7/7
-
10. Mrs. Seenual Tasanapant
2/2
2/2
-
8/8
7/7
-
103 Annual Report 2015
5. Self-assessment of the Board of Directors Since the Company has registered in the Stock Exchange of Thailand, the Board of Directors organize self-assessment annually to assess operation performance and enhance operation efficiency of the Board of Directors in following years.
6. Remuneration of Directors and Executives The Company has specified the necessary and appropriate remuneration for directors at the rate used within the industry which is sufficient to maintain quality directors with the Company. The remuneration for the management must be approved by the Company’s shareholder meeting and is in accordance with the Company’s operational performance and performance of the individuals. The remuneration compensation of the directors must be considered by a meeting of shareholders of the Company. In terms of executive compensation will be based on the principles and policies set by the Board of Director which is based on the obligations, the responsibilities, the performance of each executive as well as results of operations of the Company.
7. Development of Directors and Executives The Company supports and facilitates development of Directors and Executives via several workshops to improve operation efficiency unceasingly. All Directors have been through director curriculum from Thai Institute of Directors Association: IOD.
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Nomination of Directors and Management
Elements and appointment of Independent Directors
Elements of the Board of Directors Assignment
Board of Directors will consider the introduction of a common qualifications of the person to be appointed as independent directors based on qualifications and disqualification of directors under the Public Law on the Securities and Exchange Commission Notification of the Capital Market Commission, including relevant rules, regulations and / or regulations of the Board will also consider an independent of qualified, work experience and the other suitability. It will then be proposed to the shareholders meeting to appoint directors to the Company's policy to appoint independent directors, at least one in three of its members and shall consist of no less than three persons. The qualifications of independent directors must comply with the announcement of Securities and Exchange Commission No. Tor Jor 28/2551 for Permission and Grant of Permission to Offer Newly Issued Shares dated December 15, 2008. (Including any amendments) as follows:
The selection and appointment of directors is according to the methods specified in the Articles of Association. The Board will consider the candidates with experience and knowledge related to the Company's business including qualified and not disqualified by law who must be approved by the shareholders' meeting. It can be summarized as follows: 1. Board of Directors Consists of at least five directors and not less than one-half of the directors must be resident in the Kingdom. 2. At the meeting of shareholders elect directors under the rules and procedures below:
(1) Each shareholder has one share per one vote.
(2) Each of shareholders is be able to use all his votes under (1) to elect one or more directors but the vote cannot divided the votes among the candidates.
(3) The persons receiving the highest votes in ranking order will be elected as Director. If the person elected in descending order of votes has equal to the number of members they have. The Chairman has the final vote.
1. Holding no more than one percent of the shares of total voting rights of the Company, its subsidiaries or associated companies, major of shareholders authorized the Company shall be inclusive of the shareholding of the relevant independent Director as well. 2. Not be or was a directors who have monthly salary or be the consultant who has control the Company, its subsidiaries, affiliates, major shareholder or the authority's company controller unless it is clear from the aforementioned for then at least two years before the date of submission of the application to the Securities and Exchange Commission. The prohibition does not include an independent director that used to be a government official or advisor of a government which is a major shareholder or controlling person of the Company.
3. In every Annual General Meeting, the first third Directors are to retire at the time. If the number cannot divided is three parts, then the number nearest to one third of the Directors must retire in the first year and the second year after company registration, acast lots will be the solution to select the retired directors. The subsequent years, the directors who were longest in charge shall be retired. The directors who retired by agendas may be re-elected back to the position. 105
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3. There is not being or was a person who relate by blood or legal registration as father, mother, spouse, sibling and child, including spouse of the children of executives, major of shareholders that control authority or person can get proposed as executive or controlling persons of the Company or its subsidiaries.
is affiliated unless it is clear from the aforementioned for then at least two years before the date of submission of the application to the Securities and Exchange Commission. 7. Not being or having been a professional services which include serving as a legal advisor or financial advisor which has been charged exceeded 2 million baht per year from its parent company, subsidiaries, affiliates, shareholders or Controlling Shareholders of the Company and Not be shareholder has a controlling or partnership of providers. professional service with unless it is clear from the aforementioned for then at least two years before the date of submission of the application to the Securities and Exchange Commission.
4. There is no having or have ever had a business relationship with the Company, its subsidiaries or associated companies, major of shareholders authorized the Company's control that may interfere with their independent judgment from the aforementioned unless it is clear from the aforementioned for then at least two years before the date of submission of the application to the Securities and Exchange Commission. 5. Business relationship including the commercial transactions that do business for the rental or lease of real estate transactions relating to assets or services or to make or receive financial assistance with obtaining loans or guarantees, assets pledged as collateral for liabilities as well as other similar circumstance as a result of or the counterparties has obligations payable to the other party at least 3 percent of the net tangible assets of the Company from 20 million baht or more whichever is lower. The debt obligation is calculated according to the method of calculating the value of the transaction was announced by the Capital Market Supervisory Board concerning rules on the Connected Transaction mutatis mutandis to the valuation of such indebtedness shall be counted. Total debt was incurred during the year prior to a business relationship with the person.
8. Not being a director appointed as a representative of Director company's major of shareholders or shareholders who are related to the major shareholders. 9. Do not operate the same nature and in competition with the business of the Company or its subsidiaries or be significant partners in a partnership, employee or consultant who receive monthly salary or holding more than 1 per cent of the shares with voting rights of any other company operating business which has the same nature and in competition with the business of the Company or its subsidiaries. 10. There is no any other condition that makes it impossible to provide an independent opinion about the Company's operations.
6. Not being or having been an auditor of the Company, its subsidiaries, affiliates of shareholders, major shareholders or controlling person of the Company, a controlling or partner of the Auditing Office which has auditor of the Company, its subsidiaries, affiliates of shareholders, major or controlling person of the Company
11. Not being a director appointed by the Board of Directors to decide on the operations of the Company, its subsidiaries, affiliates, subsidiaries, same major of shareholders or controlling person of the Company. 106
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Elements of the Appointment of Audit Committee
Elements and appointment of the Executive Committee.
The Audit Committee consists of at least three independent directors, who shall be in a position for a term of three years. The Company has a policy of recruiting / Audit Committee corresponding with the Capital Market Supervisory Board No. Tor Jor 28/2551 for Permission and Grant of Permission to Offer Newly Issued Shares dated December 15, 2008 (including any amendments), which must follow the guidelines below.
The Executive Committee must be Directors and / or executives of company, which was appointed by the Board of Directors The number of Directors as the Board deems appropriate agreement. Accordingly, the Board of Directors will appointment executive director who is executive chairman.
1. Appointed by the Board of Directors or the shareholders meeting. (As applicable)
In recruiting President The Nomination and Compensation Committee will consider the preliminary screening of candidates with the required qualifications, knowledge, skills and experience to benefit the operations of the Company and understand the Company's business very well and can be administered to achieve the objective, the goals defined by the Board of Directors and presented to the Board of Directors to approve.
Elements and appointment of the President.
2. Being the independent directors who was qualified as independent directors and mentioned above.
(1) Not being a director appointed by the Board of Directors to decide on the operations of the Company, its subsidiaries, affiliates, subsidiaries, same major of shareholders or controlling person of the Company.
(2) Not being a director of a subsidiary or subsidiaries of the same level of listed company.
3. Being acknowledgeable and experienced enough to be able to act as Audit Committee and there is at least one person who is knowledgeable and experienced enough to be able to serve on the review of the reliability of financial statements.
Business ethics and ethical conduct of managers and employees. Business ethics The Board of Directors see tangible benefits in the adoption of corporate governance is a major in Business Administration. Because the business practices that adhere to response all of stakeholder parties including to benefits to society and the nation to a sustainable future together. The Board of Directors Meeting No. 1/2012 on February 27, 2012. The Meeting resolved to approve the business ethics and the ethical conduct of managers and employees.
107 Annual Report 2015
Significant corporate governance which the Board upheld and agreed to encourage Executives and employees to have the knowledge and understand of policy included the following 6 ways:
4. Aimed at promoting of excellence principles in Organization. Aimed to bringing excellence operational which worked with other departments and utilized to be suitable with conditions of the Company. It also continues to promote the excellence of the personals by pushing every department to develop themselves to strive for excellence at all times.
1. To treat all stakeholders fairly.
Aimed to treat all parties involved fairly, including customers, shareholders, owners, employees, government creditors and overall social fairly in addition, companies must perform equally among all shareholders or owners whether large or small, or any nation, because all shareholders are important to the Company.
5. Providing sustainable returns to owners or shareholders. Companies should realize the value creation of the organization in the long term, not only the short-term value creation as well as improving the more dynamic management efficiency . This means efforts to returns consistently and sustainably to the owner or shareholder.
2. Disclosure and transparency can be examined.
The confidence of investors, creditors and stakeholders depends on the transparency in the operations of companies that can be examined including the disclosure of accurate, clear and timely to those who involved. The information disclosed must be consistent, well prepared and correctly recorded with the rules and standards and can be compared with information from other sources.
6. Corporate Social Responsibility and Nation
As part of the society and the nation, the Company should return to the community through various charitable activities as appropriate as well as participate in the environment preservation activity and support any activity that contributes to lasting benefits for the nation as a substantial.
3. Reducing the risk
Although the Company has a clearly defined planning purpose and implementation processes as well as monitor the operation strictly, however, it still requires a risk management process and consistently implemented the risk analysis of business operations. Then set the priority level of risk control measures and strict procedures to reduce the risk to a minimum.
With responsibility for all the stakeholders, the Board of Directors is responsible for supervising the management and the management is responsible for overseeing the operations of others department. Therefore, in order to adhere the policy of good corporate governance, the Board agreed to encourages ethical conduct for managers and employees to guide to good behaviour.
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Ethical Conduct of Executives and Employees of the Company
1.3.2 Spend time, office equipment and the Company's assets for the benefit of the Company and secure not to damage or loss, and does not apply to benefit themselves or others.
1. The general practice
1.3.3 Do not use the authority of their own or allow others to use theirs either directly or indirectly benefit for themselves and others.
1.1 Self-general practice 1.1.1 Maintain the integrity and objectivity and ethics in business (Honesty and integrity)
1.3.4 Do not make demand or agree to receive anything valuable, money or other benefits from a third party or from one who has a business relation to the Company whether directly or indirectly and do not get involved in such a joint venture financial trade. In accordance with traditional custom of giving gifts, report to manager in case of receive a gift worth more than normal from the relevant business.
1.1.2 Perform the duty in a responsible, thoughtful, dedicated thought to work by holding the benefit of the Company. 1.1.3 Perform duties with diligence including ways to develop and always reorganize the work for more capability. 1.1.4 Maintain their honor to be accepted in society.
1.3.5 Do not perform other functions unrelated to the Company's work specifically in the same manner of duty.
1.2 General practice treated to investors, clients, stakeholders and the public.
1.3.6 Prohibit the use of information obtained from active duty to seek benefits for themselves or for other wrongfully
1.2.1 willingly facilitate and treat visitors with equality without delay and with full capacity.
1.3.7 Do not recommend or give an opinion to others including relatives regarding any securities or the purchase or sale of securities that are recognized in the securities unless the securities are to be released to the general public.
1.2.2 Welcome comments or suggestions from others and be ready to clarify the information that is required by the state of their own. 1.2.3 Appreciate the others. Treat others with equality and always respect each other.
1.3.8 Do not get involved in the action, or any action that might conceal a conflict of interest with the Company or may not perform their duties with justice or to participate in any action to conceal an illegal.
1.2.4 Involved in the creation and development of the society to progress without causing damage to the task and the image of the Company
1.3.9 Must maintain the confidentiality of company by carefully prevent documents or confidential information to be revealed and may cause damage to the Company.
1.3 General practice to companies 1.3.1 Ignore or avoid commenting on the third party or media on matters related to the Company with no involved authority by themselves or comment on any matter that may affect the reputation and operations of the Company
1.3.10 Do not disclose the information to others and the media about the Company from what received from duty and any other information that may affect the reputation of the Company includes information about
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the Company which has not determine the policy or guidelines conclusively.
2.2.5 Do not disclose confidential information of others wrongfully especially to the competitors.
1.3.11 Never share or transfer of technology which is regarded as a good coverage of the Company to others regardless, such as data transmission through the Internet, E-mail, fax, etc.
2.2.6 Provide information and necessary explanations information for the auditors. 2.2.7 Do not use or disclose internal information that affects the price of securities which did not disclose the investors for self-benefit or others.
2. General practice of Executives
2.3 General practice for Customers.
In performing their duties as Executives of the Company in addition to the general practices already upheld. Executives should conduct further as follow:
2.3.1Response for determining and maintaining the quality of customer service standards, customer satisfaction.
2.1 General practice to Company
2.3.2 Response for maintaining a system of disclosure of securities information and the risks that customers may not know completely accurate by themselves without any distortion.
2.1.1 Executives response for the dissemination of ethical operation and ensure that all employees understand the Company in of such conduction. 2.1.2 Response for the Company complied ethical conduction of the Company.
2.3.3 Provide a system to receive customer complaints about the quality of its services and respond to customer needs quickly.
2.1.3 concern the necessary for the fulfillment of ethical conduct of the persons in the Company.
2.3.4 Focus on the importance of maintaining the confidentiality of customer information very seriously and consistently and do not be used such information for the benefit of themselves or others.
2.1.4 Manage with minimum costs and appropriately as possible and need to maintain the quality of the work to a high standard at all times. 2.2 General practice to the owner or shareholders.
2.4 General practice to Creditors and partners.
Executives must have integrity, any decision taken in good faith and fairness to shareholders, both major and minor for the overall benefits.
2.4.1 Executives should make it in the best way in purchasing from the Company's partners as follow: - Do not demanding, receiving or paying bribes to partners and report the partner companies about intending to bribe or how to bribe employees of partner companies.
2.2.1 Conduct under the jurisdiction and interests of the Company. 2.2.2 Serve with the ability and carefulness like those with experience and skillfully conducted
2.2.3 Manage not to lose the value of any Company’s property.
- Stop trading with bribing partners.
- Ensure that there is no bribing employees of corporate partners.
2.2.4 Report fully operating result regularly and report both positive and the negative trend aspects of companies on the basis of reasonable and reliable with sufficient support information.
2.4.2 Company’s executives is to ensure that regulatory obligations with suppliers are based on commercial terms including loans as follows. 110
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- Maintain and comply with the conditions of the creditors both in terms of repayment, collateral management and other conditions, including not using the funds from the loan in contrary way to the purpose of the agreement with the lender.
employees’ life and property. including the adequacy of tools and appropriate supervision.
- Operate the Company in a way that does not increase the risk to creditors of the Company without reasonable cause.
2.6.5 The position appointment, transfer or promotion of employees as well as reward and punishment, must act in good faith based on knowledge, competence and suitability of employees.
2.6.4 Not forbid employees about their other professional practice which is not in competition with companies without valid reasons.
- Report the financial position of the Company to creditors with integrity.
- Consider the interests of creditors in case of extended the period of repayment.
- Provide chance for potential employees who might be limited opportunities from having no ethics violated or social punishment.
- Report creditors in advance if cannot fulfill the obligations in the agreement and jointly find solutions.
- Acknowledge the efforts and the willingness of the employees to perform their duties with justice and adequate compensation.
2.5 General practice to business competitors.
2.6.6 Listen to employees’ opinion and suggestions of involving duty.
Company executives must
- Not punish employees by bullying.
2.5.1 Abide by the rules of the competition.
2.6.7 Protect employees from being physically, mentally and emotionally hurt.
2.5.2 Not allege of a business competitors or a competitor's service with dishonesty and deprived of the truth
2.6.8 Compliance with labor laws regulations and other related regulations.
2.5.3 Not access to confidential information of competitors with dishonest methods or in other ways that are not appropriate, such as inquiries from employees of a competitor.
2.6.9 Publish Ethical Conduct for all employees and reiterated insight on general practices and the employees role. 2.6.10 Not manage in the risks way that for the stability in the work of the employees without reason.
2.6 General practice to employees.
2.6.11 Provide opportunity for employees to report wrongdoing by the Company.
Company executives must 2.6.1 Treat employees with equally respect. Pay attention to the details of the Company's culture on their life and respect for the individuality and dignity of the person.
2.7 General practices to society. Executives will conduct the business of the Company.
2.6.2 Emphasize on training the knowledge and ability of employees development regularly.
2.7.1 Consider the impact on the overall business environment, natural resources and public interest.
2.7.2 Not savings cost without regarding to the well-being of society.
2.6.3 b Provide a safe working environment for
111 Annual Report 2015
2.7.3 Participate in projects that help raise the community where company operates.
For guidelines on implementation of the anti-corruption policy of the Group consists are
3. General practices to employees.
1. It is prohibited that the directors, executives and employees of the Group operate or accept or support any form of corruption and set to be review the compliance operation with this policy against corruption usually as well as reviewed policy guidelines in accordance with regulatory requirements, regulations, notifications and laws.
In addition of working as employees, upheld conduction is generally mentioned above. Employees must treat supervisors and colleagues according to the guidelines below. 1.1 Enhance teamwork by supporting each other. For the benefit of the whole company. 1.2 Supervisors must conduct themselves to be respected by his subordinates as a good model for subordinates.
2. Define the principles of giving or receiving gifts or entertainment as a part of the ethical duties of company, the directors, executives, and employees must not offer, accept or agree to accept any money, meals and entertainment or other benefits which may result in doubt in the habit of bribery and corruption. However, for each position to receive a gift, it must be worth not exceeding the following price;
1.3 Treat supervisors with great respect. Treat colleagues with kindness and respect for the dignity of others. 1.4 Do not take the work of others to impersonate of oneself.
Staff Level
1.5 Avoid giving valuable gift to supervisors or receive valuable gift from subordinates.
Guidelines on Prevention of Involvement in the Corruption Policy of Anti-Corruption According to the Company and its subsidiaries (hereinafter called “the Group�) has focused on the anti-corruption and operated business based on good governance, business ethics and follow the law at all times. The Group set the policy of anti-corruption as well as has taken public relations communications to create a better understanding of the importance of such policies with company personnel for the personnel involved in the implementation of the policy and policies of the Company to achieve practical result.
Maximum Value (THB)
- Director - Managing Director - Vice Managing Director - Senior Assistant Managing Director - Manager
20,000.00
- Assistant Manager - Staff Level 8
8,000.00
- Head of Department/ Staff Level 6-7
5,000.00
10,000.00
It should not receive cash or cash equivalents and have always recognized that any act required under transparent conditions, fairness and accountability.
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Buriram Sugar Public Company Limited
3. Operate an effective system of internal audit that covers finance, accounting, record-keeping and other tasks related to finance and accounting that to ensure that financial transactions follow the operated purpose of approval to conduct business with transparency.
• E-Mail notifications to employees to inform the channels for reporting frauds and complaints. 7. The Group has established a mechanism to protect those who report frauds. To prevent adverse effects may occur with the whistleblower by requiring data such as the name of the whistleblower currency address, telephone number, etc., kept secret with the audit committee and internal audit manager.
4. The Audit Committee serves monitoring and reviewing the Group’s corporate governance that adequately comply with policies and related regulations. If the Audit Committee has found or suspected of any transactions or actions that may impact the result of transparency in the operations of the Group or any acts in an implied that supports corruption, the Audit Committee is responsible for reporting the findings to the Board of Directors in order to resolve those in a timely manner.
Control of the use of inside information. The Company has a policy and procedure that Executives and employees use the information within the Company for their own benefit as follows:
5. There are penalties for directors, executives and employees in case there is evidence that acts of operates or acceptance or sponsorship the corruption. The Group will take disciplinary action to consider sanctions as appropriate to the case, such as written warning, work suspension, termination, and wage reduction until legal proceedings.
(1) Prohibit Directors, Executives Officers and Employees of the Company bring confidential and / or information within the Company to disclose or seek benefits for themselves or for the benefit of any other person whether directly or indirectly and whether they receive remuneration or not.
6. The Group has established channels of clue report or complaints to the Audit Committee. In case of the action was found to fraud indicate or misconduct of directors, executives and employees of the Group. The frauds can be reported complaint or details with evidence via the suggestion box which is opened in the Office of Internal Audit Department by Internal Audit Manager. Moreover, the Group will inform one of the channel to the employees by
(2) Educate Executives, directors including the executives level position in accounting or finance or equivalent level manager about the duty to prepare and submits the report of securities holding their spouses and minor children to the Securities and Exchange Commission pursuant to Section 59 and Section 275 of the punishments under the Securities Exchange Act of 1992.
(3) Require Executives Committee including Executive positions in accounting or finance manager level and above or equivalent and related workers must suspend purchases and / or sales of securities of the Company during the first month before the Company
• Public notice board
• The meeting arranged by Human Resources Department announce to the manager of each department to inform officers of the units of each agency. 113
Annual Report 2015
Auditor’s Remuneration
will publish information on the results of operations and financial position or that the important information that affects the stock price changes until the company will discloses such inside information to the public.
The auditors from PricewaterhouseCoopers ABAS Ltd. still have been the auditors of the Company since 2011 to present. In 2013, the auditors’ remuneration of the Company and subsidiaries was the amount of THB 2,685,000 remunerated to PricewaterhouseCoopers ABAS Ltd. There were no other fees that were required to remunerate to auditors, audit firm or any individuals or organization associated to the auditors and the audit firm.
(4) Require Executives committee including executive positions in accounting or finance manager level and above or equivalent prepare and submit the securities holding reports of such person including their spouses and underage children to the Company Secretary to prepare and submit within 30 days after the inauguration after the inauguration and report every time to the Office of the Securities and Exchange Commission. When the purchase or sale of securities within three days, according to the Securities and Exchange Act 1992 and submit a copy of the report to the Company Secretary on the same day that reports to the Securities and Exchange Commission.
In 2014, the Group paid the remuneration of the auditors in the amount of 2,910,000 baht for PricewaterhouseCoopers ABAS Ltd. in addition to improve the closing process and the preparation of financial reports to be more effective. The Company has assigned PricewaterhouseCoopers ABAS Ltd. to carry out such additional. Since PricewaterhouseCoopers ABAS Ltd. has been informed that the Company has been operating for a long time which will be able to understand and improve those subjects with the fee budget of 1,111,000 baht from the service. The Company has no other fees to be paid to the auditor or audit firm where auditor affiliated and the other parties related to the auditor or audit firm where auditor affiliated.
Directors, executives and employees who violate the policy on the use of insider information must face disciplinary proceedings and / or law proceedings by considering the intent of the act and the seriousness of the offense itself.
For the year 2015, the Group paid the remuneration of the auditors in the review and audit of the Company and its subsidiaries’ financial statements of a total of 3,430,000 baht, with total audit fee of 180,000 baht more from the original number 3,250,000 baht due to the size of the business has grown from increasing subsidiaries. In addition, the Company has no other fees to be paid to the auditor or audit firm where auditor affiliated and the other parties related to the auditor or audit firm where auditor affiliated.
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Buriram Sugar Public Company Limited
Dividend Payment Policy The Company places a policy of dividend payment to every shareholder for not less than 50% of net profit declared in the financial statements of each company after the deduction of corporate income tax, statutory reserve and any other reserves. Whereas dividend payment might be less than specified rate regarding the operating performance, financial condition, cash flow, liquidities, and investment plan at a particular time. The subsidiaries of the Company places a policy of dividend payment to every shareholder for not less than 50% of net profit declared in the financial statements of each subsidiary after the deduction of corporate income tax, statutory reserve and any other reserves. Whereas dividend payment might be less than specified rate regarding the operating performance, financial condition, cash flow, liquidities, and investment plan at a particular time.
115 Annual Report 2015
Internal Control and Risk Management Internal Control The Company values strong internal control system that can adequately protect the interest of all its stakeholders including but not limited to shareholders, employees, supplier, customers, social and other related person. The suitable internal control is covered financial and operational control, as well as, execution of laws and the Company’s rule and also corporate governance to ensure that the company can achieve its corporate goals effectively and efficiently. Internal audit is a vital part of internal control system, the audit committee appointed the internal audit manager of the Company who has experience in the internal audit field. The manager is qualified as shown in the attachment 3 of form 56-1.
Risk Management The Company’s Risk Management Committee set the risk management policy and procedure for the management to execute. The department of Risk Management is responsible for defining and work system design including identification of risk factors, which planned operations or performance by considering the risk factors, the management can develop a better business model and control system that will enable it to manage risk at an acceptable level as detailed in risk factors section. The risk management principles will follow the COSO-ERM (The Committee of Sponsoring Organizations of the Treadway Commission: Enterprise Risk Management), which combine the main eight keys component aspects as follow: (1) Internal Environment (2) Objective Setting
(3) Event Identification
(4) Risk Assessment
(5) Risk Response
(6) Control Activities
(7) Information and Communication
(8) Monitoring
The Risk Management Committee aware of risk management and appointed a risk management bureau acts as an authorities risk management based on COSO-ERM and provides awareness to all employees across the organization in line with the objectives of the organization and each department.
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Buriram Sugar Public Company Limited
Connected Transactions
Persons that may cause potential conflict of interest consist of shareholders and/or executives of the Company or Related companies which are the companies that may consist of potential conflict from directors or shareholders of the companies as detailed below: No.
Potentially conflicted persons
Nature of Relationship
1.
Mr. Anant Tangtongwechakit
2.
Miss Chittima Tangtrongwechakit
3.
Mr. Sarit Tangtrongwechakij
4.
Mr. Adisak Tangtrongweachakit
5.
Mrs. Jirawan Pongpichitkul
6.
Mrs. Wanphen Punyaniran
7.
Mr. Prasit Punyaniran
is a director of the Company and holds 4.06% of the Company’s shares. is a director of the Company and holds 4.05% of the Company’s shares. is a director of the Company and holds 4.05% of the Company’s shares. is a director of the Company and holds 4.05% of the Company’s shares. is a director of the Company and holds 4.05% of the Company’s shares. is a director of the Company and holds 4.05% of the Company’s shares. is a spouse of Mrs. Wanphen Punyaniran.
8.
Police General Charnchai Pongpichitkul
is a spouse of Mrs. Jirawan Pongpichitkul.
9.
Mr. Pond Rattanapunsak
is a spouse of Miss Chittima Tangtrongwechakit.
10.
Mrs. Pakinee Tangtrongweachakij
is a spouse of Mr. Sarit Tangtrongweachakij.
11.
Mr.Phakphoom Pongpichitkul
is a son of Mrs. Jirawan Pongpichitkul.
12.
Miss Jidapha Pongpichitkul
is a daughter of Mrs. Jirawan Pongpichitkul.
13.
BRS Train Terminal Logistics Co., Ltd.
14.
The Thai Sugar Trading Co., Ltd.
consists of persons no. 1-6 as shareholders and has 2 co-directors with the Company which are Mr. Anant Tangtongwechakit and Mr. Adisak Tangtrongweachakit. has 1 co-director with the Company which is Mr. Anant Tangtongwechakit and the Company holds 4.26% of the shares.
15.
Buriram Capital Co., Ltd.
has 6 co-directors with the Company which are persons number 1-6 and also holds 50.00% of the Company’s shares.
117 Annual Report 2015
Connected transaction with potential conflict parties Potentially conflicted company and persons
The nature of the transactions
1. The Thai Sugar Trading Co., Ltd.
Transaction with the Company
of the Company
- Selling and administrative expenses (Export agent charge, Financial instruments trading agent charge, Transportation at sea port fee, Export documents and customs procedures operation fee)
- Trade payables
2015
Rationale of the Transaction
(Baht)
- Revenue from sales
- Trade receivables / Other receivable
Amount
- The Company appoints TSTC. Licensed by the Cane and 2,066,154,468.93 Sugar Board to export sugar under the Cane and Sugar Act, as the Company’s agent for sugar exports 6,687,452.22 - The Thai Sugar Trading Co., Ltd. founded via collaboration of 22 sugar factories. Each company hold shares in proportion respective to their export quantity. The Directors of The Thai Sugar Trading Co., Ltd. consists of representatives from each company for powerbalancing.
6,657,202.93
- In sugar export, the Company contact customers by itself. The Thai Sugar Trading Co., Ltd. provides service in product handling and export document operation only.
- Product handling and export cost that the Company paid to The Thai Sugar Trading Co., Ltd. is at the standard rate which The Thai Sugar Trading Co., Ltd. equally charge to 104,660.91 other companies. - The Thai Sugar Trading Co., Ltd. signs loan contract for BSF export with a commercial bank on behalf of The Thai Sugar Trading Co., Ltd. for financial support. The Thai Sugar Trading Co., Ltd. will transfer amount of money received from export loan with the commercial bank to BSF. BSF then issues promissory note to The Thai Sugar Trading Co., Ltd. for money receipt. The interest rate that BSF pay to The Thai Sugar Trading Co., Ltd. in the promissory note is same as interest rate that The Thai Sugar Trading Co., Ltd. pays to the commercial bank. Opinion of the Audit Committee - To appoint TSTC to be an export agent and to receive support loan for export from a commercial bank through TSTC is necessary for business according to related laws. - Export service expense and connected interest rate are reasonable.
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Buriram Sugar Public Company Limited
Potentially conflicted company and persons
The nature of the transactions of the Company
Amount 2015 (Baht)
2. Six Directors which are
6 Directors are loan guarantor of 15 Mr. Anant Tangtongwechakit, cars and machinery used of moving material of the company group six Mr. Adisak Tangtrongwechakit, cars in total with 21 commercial Mr. Sarit Tangtrongwechakij, banks and leasing companies of amount total guarantee of. Mrs. Jirawan Pongpichitkul, 16,871,387.23 baht. Miss Chittima Tangtrongwechakit, and Mrs. Wanphen Punyaniran 3. Buriram Power Co., Ltd. Mr. Adisak Tangtrongwechakit
Rationale of the Transaction
BPC had purchased land of 13 rai 3 ngan 11 square wah from one director.
- The hire purchase is for the administration and operation of the company. Opinion of the Audit Committee - The loan guarantee is a regular condition of the hire purchase. It is necessary in business operations and there is no fee is charged for the guarantee so that the Company does not waste benefit from such an operation.
4,133,250.00 - Because the land is the location of the second power plant and is collateral for loans of the company, and the trading price at the price close of trading. This transaction has been approved to operate on the Audit Committee Meeting No. 2/2014. Opinion of the Audit Committee - The purchase of land is purchased for using in assembling plan to increase capacity of the Company's core business and traded it for a reasonable price close to the market price.
4. Five Directors which are
The guarantee loan facility of the Mr. Anant Tangtongwechakit, Company and its subsidiaries to the bank is 1,339.40 million baht Mr. Adisak Tangtrongwechakit, worth of guarantees. Mr. Sarit Tangtrongwechakij,
- Loan facility for working capital in manufacturing and a loan to purchase property in the operations of its subsidiaries is non fee charged for the guarantees.
Mrs. Jirawan Pongpichitkul and
- The loan guarantee is a regular condition of the hire purchase. It is necessary in business operations and there is no fee is charged for the guarantee so that the Company does not waste benefit from such an operation.
Opinion of the Audit Committee
Miss Chittima Tangtrongwechakit,
119 Annual Report 2015
Potentially conflicted company and persons
The nature of the transactions
5. Six Directors which are
Farmer receiveable – advance credit
Mr. Anant Tangtongwechakit,
2015
of the Company
- Loans during the period
Mrs. Pakine Tangtrongweachakij, - Total Loan Mr.Phakphoom Pongpichitkul and - Paid during the period Miss Jidapha Pongpichitkul - Accounts receivable balances
Rationale of the Transaction
(Baht)
Miss Chittima Tangtrongwechakit, In production year 2014/2015, 2015/2016 and 2016/2017 Mr. Sarit Tangtrongwechakij, BSF has provided advance credit Mr. Adisak Tangtrongwechakit, to the directors and their close relatives which due when delivering Mrs. Jirawan Pongpichitkul, and cane to the factory as detailed Mrs. Wanphen Punyaniran and below: close relatives of directors which are Police General - Beginning Loans Charnchai Pongpichitkul, Mr. Pond Rattanapunsak,
Amount
- To provide advance credit to farmers for liquidity of cane growing to ensure cane procurement is an ordinary operation of general sugar factory. The price and condition applied to the directors and their relatives are as same as normal farmers’s. - Cane procurement is an ordinary business process of the Company. The cane price purchasing from the directors and their close relatives are as same as other farmers’. 19,882,757.33 Opinion of the Audit Committee 52,451,751.08 - To give advance credit and cane procurement is an 72,334,508.41 ordinary operation of sugar factory business. (13,242,684.03) 59,091,824.38
- Other receivables
872,455.69
- The purchase of sugarcane
11,588,989.22
- Value of fertilizers and inputs suppliers.
2,199,219.40
120 Annual Report 2015
Buriram Sugar Public Company Limited
Potentially conflicted company and persons
The nature of the transactions
6. BRS Train Terminal Logistics Co., Ltd.
The Company appoints BRS Train Terminal Logistics Co., Ltd. to transport products of the Company. BRS Train Terminal Logistics Co., Ltd. rent the Company’s area as office
of the Company
Amount 2015
Rationale of the Transaction
(Baht)
- Transporation fee - Warehouse rental fee - Office rental fee - Lost sugar fine revenue - Trade payables at end of period - Other trade payables at end of period
- For delivery their product to customers, the Company has hired BRS to deliver the product to the customers. - For the convenience of taking care of the shipping, the BRS has rent a part of the Company to orperate for an office of the same rental fee of others. 45,338,065.95 - Revenue from lost Sugar fines of lost sugar during transport, will be accounted in the retail price of 20 baht per kg by the 2,398,110.40 record of sugar loss during transportation, which is equal to 19 240,000.00 baht per kilogram and in the remaining one baht per kilogram is the cost is estimated to compensate for operational documents. 45,385.50 974,947.48 - Because of B. R. S. Trainterminal is rail way transportation and 7,835,722.00 warehouse business, which are at higher risk due to short-term lease contracts. If the contract is terminated, all assets will become property of the State Railway of Thailand. Moreover, BRS is able to perform their transport and storage facilities business without BRR, so administrators do not take BRS in the business. - For commissioning BRS in the future there will be offered the price comparison from at least four contractors and inform the compare results to the Audit Committee. The Company does not hire BRS for transporting sugar exceeds 30 percent of sugar exported. Opinion of the Audit Committee. - The BRS does not join the Company because the business is not essential to the operation of the Company. In addition, the business of BRS is under high uncertainty, which the no participating of BRS is minimize the risk of business operation. - Hiring another person to manage the transporting is regular activity of the Company. The business imperative price of hiring B.R.S Train Terminal Logistics Co., Ltd. is comparable to hiring other company. - Renting space is to support the operations of the Company. The rental rate is also comparable to rental prices in the neighborhood.
121 Annual Report 2015
Potentially conflicted company and persons
The nature of the transactions of the Company
Amount 2015
Rationale of the Transaction
(Baht)
7. One director which is
Property Rental
Mr. Adisak Tangtrongwechakit
Buriram Energy Co., Ltd. has rental contract of 30 rai of land – ngan 37 square wah from the director of the Company.
- Buriram Power Co., Ltd. has contracted a land lease for 25 years for construction of the power plant from bagasse which is a byproduct of sugar production, with rental prices of 10 baht per square wah per year, paid two times a year. By the year 2015, the company had paid the rent in January and recorded as the second half of the rent paid in advance for the month of June 147,925.00 to be the cost of the first six months of 2015 already.
- Rental fee
Opinion of the Audit Committee. - The long-term land lease to be used for construction of the plant is part of the business. The rental rate is close to the rate of land rent in the neighborhood.
122 Annual Report 2015
Buriram Sugar Public Company Limited
Measures for approval of connected transaction
The review of transactions The internal auditor will investigate the transaction by
Normal business transactions including product trade, raw material trade, service providing, or advance credit for farmers can be conducted with potentially conflicted persons if the conditions of such transactions are sufficiently ordinary that person of ordinary prudence would conduct and the conditions of such transactions are without any special bargaining power that occurred from influence of being a director, an executive, or any related persons. The Company will summarize the transactions to the Audit Committee for acknowledgement in every quarter that such transactions occurred.
1. Checking the completeness of the list, the list of person who may have a conflict, compared to individual accounts. 2. Bringing the detected list to determine if the money has conditions for entry documentation and approval procedures according to company policy or not. 3. Preparing an examining the report to present to Audit Committee a quarterly basis. For the hiring process of sugar transporting with the B.R.S. Trainterminal Logistics Co., Ltd., a person who may have a conflict. Requiring the action as follows:
The company has set a transaction policy of money on a person who may have a conflict with the follow supervisories:
1. The scope of authority
2. The review of transactions
1. Needs to provide for bids from at least four providers. 2. Need obvious scope of services, for example origin and destination location, year of production or other services.
The scope of authority Supporting money for farmers in the production, including the planting cost, cost of the seed, fertilizer and agro-chemicals, the land rental, the cost for sugarcane, a drip irrigation system, the cost of the land for planting sugarcane, the agricultural machinery, tractors, and harvesters trucks.
3. Arrange a contract that specifies the obvious price and terms. 4. Summerize the conclusion for choosing the service providers compared with those who had not been selected to report to the Audit Committee. 5. Company and its subsidiaries can not hire BRS to transport Sugar exceeded than 30 percent of the sugar company and its subsidiary exported. However in the year 2015, the company has hired BRS to transport up to 40 percent due to freight rates cheaper than general Contractors.
Executives will not approve the money that does not support planting sugar cane. The purchase of sugar cane does not count as a support cane planting in addition to the money that is paid or sponsored sugarcane. The Audit Committee must give approval before submission to the Board of Directors or shareholder approval depending on the size of the list by the rules prescribed by the relevant notifications effected by the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand.
123 Annual Report 2015
Before undertaking, other connected transactions aside from normal business transactions must be reviewed and approved by the Audit Committee who will provide opinion about necessity of such transactions and appropriateness of price to be ensured that they will be carried out in conformance to normal market practice at fair and reasonable price. For entering other transactions between the Company or its subsidiaries and potentially conflicted person, the transactions must be reviewed by the Audit Committee and must be approved by the Board of Directors before undertaking. The directors who involve in such potential conflict of interest shall not attend the meeting in those agendas. In case that the Audit Committee and/ or the Board of Directors have no expertise in any of the connected transaction, the Company shall appoint independent expert or the Company’s auditor to provide their opinion on such transaction for the Audit Committee and/or the Board of Directors and/or the shareholders as appropriate.
Loan contract guarantee that happen between the Company or its subsidiaries and persons that may cause potential conflict of interest shall exist because of necessity of loan request from financial institute to procure raw material, promote farmers’ cane growing, as well as provide financial liquidity which is normal conditions of a commercial bank to provide commercial loan. The Company or its subsidiaries shall not have expense from the guarantee. Loan to persons that may cause potential conflict of interest shall occur for business operation in respect of the necessity and appropriateness of such transactions. The Company shall provide loan contract and set clear conditions mainly concerning about benefit to the Company. Additionally, the Company and its subsidiary do not have any policies on loan providing or debt guarantee, aside from cane growing support money, to persons that may cause potential conflict of interest.
The Board of Directors must supervise the Company to act in accordance with laws, regulations, announcements, orders, or rules of the Stock Exchange of Thailand or of the Securities and Exchange Commission or of the Capital Market Supervisory Board. Additionally, the Company shall disclose connected transaction in each channel in conformance to regulations of the Stock Exchange of Thailand and related organizations.
For any connected transaction that may cause potential future conflict of interest, the Board of Directors shall govern the Company’s operation to ensure that they are in compliance with the securities laws and the regulations of the SET including the regulation with regard to the information disclosure of the Connected Transaction and the Acquisition and Dispositions of assets of the Company or the subsidiary.
Policy on connected transaction Future connected transactions between the Company and connected companies will be conducted as part of the normal course of business, for example, cane procurement and cane growing support money. The price of products purchased will be clearly set in agreement and or linked to market prices with no special favors and no transfer of benefits. The transactions will be primarily based on the Company’s benefits and always reviewed by Audit Committee. 124 Annual Report 2015
Buriram Sugar Public Company Limited
Report of the Risk Management Committee
To : All Shareholders of Buriram Sugar Public Company Limited
The risk management has established a policy on risk management and control effective activities to cover the major operations that are essential to business operations and report the risk management to the Audit Committee to ensure that it could achieve the defined objectives with the following agenda of the meeting in 2015.
Buriram Sugar Public Co., Ltd. has been aware of the gravity of risk management which may significantly affect goals and accomplishments of the operations of the Company and its subsidiaries; hence, the Company has set a clear policy of treasuring sustainable risk management and appointed the Risk Management Committee consisted of the Chairman of Risk Management Committee, Mr. Anant Tangtongwechakit, and 4 Risk Management Committees which are Mrs. Jirawan Pongpichitkul, Miss Chittima Tangtrongwechakit, Mr. Sarit Tangtrongwechakij, and Mr. Adisak Tangtrongweachakit.
Risk Management Committee allow the Risk Owner to report on the progress in risk management plans for each program and results of each risk management operation activity planned.
In 2015, the risk management committee had meeting totaled 4 meetings. The details of the risk management committee attendant are as follows; Name List
1 2 3 4 5
Mr. Anant Tangtongwechakit Mrs. Jirawan Pongpichitkul Miss Chittima Tangtrongwechakit Mr. Sarit Tangtrongwechakij Mr. Adisak Tangtrongweachakit
1. Risk Management Plan of 2015
2. Risk Management
Risk Management Committee proposed amendments to the Risk Owner for more effectively risk management.
Number of Meeting
3/4 3/4
3. Monitor and Supervise the Risk Management Plan.
Risk Management Committee arranged for a risk management office to monitor risk management plan and arrange a meeting every quarter to report on the progress of the risk management plan.
3/4 4/4 3/4
125 Annual Report 2015
4. Establish a Working Group on Risk Management
The Risk Management Committee realizes and recognizes the importance of managing the risks that arise so there approved the establishment of an enterprise risk working group to achieve the planned risk management for tracking and reporting risk management plan to be more effective in order to create awareness about the risks to all employees in the organization. According to above, the Committee is responsible for overseeing risk management in order to develop a risk management system to be appropriate for the long-term benefits to the Company and business groups and to ensure in business operations. The Risk Management Committee expected the continued development and led the Company and its subsidiaries will be able to achieve the purpose of executing the business plan required. It is considered to build and maintain the value of the organization to deliver to the shareholders and stakeholders of the Company and the subsidiaries.
126 Annual Report 2015
Buriram Sugar Public Company Limited
Report of the Audit Committee
To: All shareholders of Buriram Sugar Public Company Limited
The Audit Committee has reviewed the Company’s quarterly financial statements, yearly financial statement, the disclosure of material information in the footnotes to financial statements, and the connected accounting transaction for year 2015 which have been reviewed and audited by the auditor. The Committee deemed that the financial reports for 2015 were accurate, adequate, reliable, and in line with generally accepted accounting standards.
The Board of Directors of the Company has appointed the Audit Committee responsible for report reviews, which involved 3 independent directors as listed below:
1. Mr. Prachuab Chaiyasan Chairman of the Audit Committee
2. Mr. Sirichai Sombutsiri
the Audit Committee
the Audit Committee
In 2015, the Audit Committee had meeting with the management team, the internal audit office and the auditor totaled 7 meetings. The details of the audit committee attendant are as follows; Number of Meeting
1 Mr. Prachuab Chaiyasan 2 Mr. Sirichai Sombutsiri 3 Mrs. Seenual Tasanapant
7/7
• Reviews and Evaluation of internal control system adequacy
The Audit Committee has reviewed the adequacy of the Company’s internal control system with the auditor and the internal audit office. It has been deemed that the Company’s internal control system is sufficient and can reasonably establish confidence in the Company’s achievements in term of efficient and effective operations and compliance with applicable rules and policies. Additionally, the Audit Committee considers and approves the appliance of COSO - Internal Control Integrated Framework 2013 to evaluate 2015 internal control system and promote internal control advancement.
3. Mrs. Seenual Tasanapant
Name List
• Reviews of financial statements
7/7 7/7
A summary of the important work performed by the Audit committee and its opinions are as follows;
127 Annual Report 2015
• Compliance with the law and regulations
• Reviews of good corporate governance The audit committee has always valued the management in accordance with the good corporate governance and constantly reviewed to ensure the regarding policy implementation.
The Audit Committee verified the Company’s compliance with applicable laws. No matters of importance indicating that the Company had violated any laws, rules and requirements of the Securities & Exchange Commission, the SET regulations, and the laws related to the Company’s operation were found.
• Suitability of the auditors
The Audit Committee has considered and reviewed the criteria of enterprise risk assessment correspondingly with COSO-ERM to unceasingly assess risk factors that may affect the Company’s operation both short-term and long-term. The Company has disclosed significant risk factors in topic ‘Risk Factors’ in 2015 Annual Report.
The Audit Committee deemed that the performance of the auditor from PricewaterhouseCoopers ABAS Ltd. was independent and appropriate according to the auditing standards. Ergo, the committee has agreed to propose to the Board that the shareholder’s meeting to continue appointing PricewaterhouseCoopers ABAS Ltd. as its auditor for 2015.
• Reviews of risk management
• Reviews of connected transactions
The Audit Committee has considered and reviewed the disclosure of connected transactions made between the Company and its affiliated company and subsidiaries, which possibly caused conflicts of interest. The reviewing results show that the Company’s businesses have been operated under normal business conditions, fairness and rationality. The Audit Committee has also reviewed the information disclosure of connected transaction and the footnotes to financial statements to ensure that it has been complete and adequate by adhering to the notifications of the Stock Exchange of Thailand and the Securities and Exchange Commission Thailand.
(Mr. Prachuab Chaiyasan) Chairman of the Audit Committee
128 Annual Report 2015
Buriram Sugar Public Company Limited
Financial Statements
129 Annual Report 2015
AUDITOR’S REPORT
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.
To the Shareholders of Buriram Sugar Public Company Limited I have audited the accompanying consolidated and company financial statements of Buriram Sugar Public Company Limited and its subsidiaries and of Buriram Sugar Public Company Limited, which comprise the consolidated and company statements of financial position as at 31 December 2015, and the related consolidated and company statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other notes.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.
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.
Opinion In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position of Buriram Sugar Public Company Limited and its subsidiaries and of Buriram Sugar Public Company Limited as at 31 December 2015, and its consolidated and company results of operations and cash flows for the year then ended in accordance with Thai Financial Reporting Standards.
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.
Prasit Yuengsrikul Certified Public Accountant (Thailand) No. 4174
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected
PricewaterhouseCoopers ABAS Ltd. Bangkok
26 February 2016 130
Annual Report 2015
Buriram Sugar Public Company Limited
BURIRAM SUGAR PUBLIC COMPANY LIMITED CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS 31 DECEMBER 2015
131 Annual Report 2015
Buriram Sugar Public Company Limited Statement of Financial Position As at 31 December 2015 Consolidated
Notes
Company
2015 Baht
2014 Baht
2015 Baht
2014 Baht
Assets Current assets Cash and cash equivalents
8
213,924,458
348,532,521
11,598,663
223,683,992
Trade and other receivables, net
9, 30
227,944,568
302,873,569
163,766,044
255,203,318
Farmer receivables, net
10
908,499,263
770,792,360
10,900,000
15,641,446
Inventories, net
11
715,206,897
610,541,403
-
-
Current portion of long-term borrowings to subsidiaries
30
-
-
74,000,000
-
Other current assets
12
48,705,481
73,368,417
9,474,900
17,261,650
Total current assets 2,114,280,667
2,106,108,270
269,739,607
511,790,406
495,875
572,695
Non-current assets Other long-term investments, net
14
1,903,650
1,980,470
Investment in subsidiaries
13
-
-
1,280,477,600
1,270,478,100
Long-term borrowings to subsidiaries
30
-
-
3,317,568,630
2,183,190,318
and Sugar Fund
15
155,848,895
-
Property, plant and equipment, net
16
4,264,589,304
3,051,997,385
Intangible assets, net
17
17,214,881
Deferred tax assets, net
18
Other receivable - Office of the Cane
Other non-current assets
-
-
11,564,851
22,238,783
12,008,156
-
-
201,974,349
211,382,601
11,146,337
12,145,179
6,293,592
2,192,630
-
-
Total non-current assets 4,647,824,671
3,279,561,242
4,621,253,293
3,488,625,075
Total assets 6,762,105,338
5,385,669,512
4,890,992,900
4,000,415,481
Director Date 26 February 2016 The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
132 Annual Report 2015
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited Statement of Financial Position As at 31 December 2015 Consolidated
Company
2015 Baht
2014 Baht
20
8,344
34,435,771
19, 30
512,263,048
488,659,795
145,203,832
243,334,327
Short-term borrowings from financial institutions 20
1,481,960,256
2,174,930,649
1,365,000,000
1,270,000,000
20
304,304,422
159,878,070
20
10,566,953
10,150,845
Income tax payable
12,872,312
Other current liabilities
21
Total current liabilities
Notes
2015 Baht
2014 Baht
-
-
Liabilities and shareholders’ equity Current liabilities Bank overdrafts Trade and other payables
Current portion of long-term borrowings from financial institutions Current portion of hire-purchase liabilities
-
-
-
10,656
4,308,534
6,762,888
366,326
26,908,051
31,489,127
6,127,810
6,694,068
2,348,883,386
2,903,852,791
1,523,094,530
1,520,405,377
financial institutions, net
20
1,390,186,734
Debentures
20
850,000,000
Hire-purchase liabilities, net
20
14,069,629
Employee benefit obligations
22
32,793,290
30,837,042
11,969,450
11,748,599
Total non-current liabilities
2,287,049,653
493,412,104
861,969,450
11,748,599
4,635,933,039
3,397,264,895
2,385,063,980
1,532,153,976
Non-current liabilities Long-term borrowings from
Total liabilities
452,901,495 - 9,673,567
-
-
850,000,000
-
-
-
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
133 Annual Report 2015
Buriram Sugar Public Company Limited Statement of Financial Position As at 31 December 2015 Consolidated
Company
2015 Baht
2014 Baht
676,750,000
676,750,000
676,750,000
676,750,000
676,750,000
676,750,000
676,750,000
676,750,000
954,665,813
954,665,813
954,665,813
954,665,813
18,096,416
25,669,147
9,439,650
Notes
2015 Baht
2014 Baht
Liabilities and shareholders’ equity (Cont’d) Shareholders' equity Share capital Authorised share capital 676,750,000 ordinary shares at par value of Baht 1 each Issued and paid-up share capital 676,750,000 ordinary shares fully paid-up of Baht 1 each
23
Premium on ordinary shares Retained earnings Appropriated - Legal reserve
25
25,669,147
Unappropriated Other components of shareholders’ equity
468,904,450 (408,912)
338,971,884 (347,456)
849,252,872 (408,912)
827,753,498 (347,456)
Equity attributable to owners of the parent
2,125,580,498
1,988,136,657
2,505,928,920
2,468,261,505
Non-controlling interests
591,801
Total shareholders’ equity
2,126,172,299
1988,404,617
2,505,928,920
2,468,261,505
Total liabilities and shareholders’ equity
6,762,105,338
5,385,669,512
4,890,992,900
4,000,415,481
267,960
-
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
134 Annual Report 2015
-
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited Statement of comprehensive income For the year ended 31 December 2015 Consolidated
Notes
2015 Baht
2014 Baht
Revenue from sales and services Cost of sales and services
4,226,648,347 (3,321,645,151)
3,920,315,008 (3,089,683,579)
Gross profit
905,003,196
830,631,429
Company 2015 Baht
2014 Baht
- - -
Other income 26 Selling expenses
69,206,838 (175,727,418)
33,713,301 377,859,858 324,396,440 (160,268,155) - -
Administrative expenses
(346,944,873)
(300,595,379)
(126,141,609)
(124,062,311)
Finance costs
(125,488,835)
(117,018,179)
(60,016,574)
(48,556,910)
Profit before income tax expense
326,048,908
286,463,017
191,701,675
151,777,219
Income tax expense
(53,701,744)
(50,153,736)
(19,305,702)
(3,862,318)
272,347,164
236,309,281
172,395,973
147,914,901
Net profit for the year
28
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
135 Annual Report 2015
Buriram Sugar Public Company Limited Statement of comprehensive income For the year ended 31 December 2015 Consolidated
Notes
2015 Baht
Company
2014 Baht
2015 Baht
2014 Baht
Other comprehensive income (expense): Items that will not be reclassified to profit or loss - Remeasurements of post-employment benefit obligations
1,113,642
6,382,692
853,623
3,065,944
(222,728) 890,914
(1,276,538) 5,106,154
(170,725) 682,898
(613,189) 2,452,755
(76,820)
70,520
(76,820)
70,520
15,364
-
(61,456) 829,458
70,520 5,176,674
(61,456) 621,442
70,520 2,523,275
273,176,622
241,485,955
173,017,415
150,438,176
Owners of the parent
271,964,585
235,967,740
172,395,973
147,914,901
Non-controlling interests
382,579
341,541
Total comprehensive income attributable to: Owners of the parent Non-controlling interests
272,347,164
236,309,281
172,395,973
272,793,841 382,781 273,176,622
241,142,890 343,065 241,485,955
173,017,415 - 173,017,415
- Income tax relating to remeasurements of post-employment benefit obligations Items that will be reclassified subsequently to profit or loss - Change in value of available-for-sale investments - Income tax relating to change in value of available-for-sale investments Other comprehensive income for the year, net of tax Total comprehensive income for the year
15,364
-
Profit attributable to:
Earnings per share Basic earnings per share
29
0.40
0.44
-
0.25
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
136 Annual Report 2015
147,914,901
150,438,176 150,438,176 0.28
137
Annual Report 2015 507,567,500 23 169,182,500 24 25 676,750,000
Opening balance as at 1 January 2014 Issuance of ordinary shares Dividend paid Legal reserve Increase in non-controlling interests Total comprehensive income for the year
Closing balance as at 31 December 2014
954,665,813
11,504,750 943,161,063 -
954,665,813
18,096,416
1,857,898 16,238,518 -
25,669,147
Baht 18,096,416 7,572,731 -
338,971,884
114,138,032 (16,238,518) 241,072,370
468,904,450
Baht 338,971,884 (135,350,000) (7,572,731) 272,855,297
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
676,750,000
Baht Baht 676,750,000 954,665,813 24 25 -
Notes
Closing balance as at 31 December 2015
Opening balance as at 1 January 2015 Dividend paid Legal reserve Increase in non-controlling interests Total comprehensive income for the year
Equity
of shareholders’
Other components
Consolidated
(347,456)
(417,976) 70,520
(408,912)
Baht (347,456) (61,456)
1,988,136,657
634,650,204 1,112,343,563 241,142,890
2,125,580,498
Baht 1,988,136,657 (135,350,000) 272,793,841
Total
267,960 1,988,404,617
24,709 634,674,913 - 1,112,343,563 (100,264) (100,264) 450 450 343,065 241,485,955
591,801 2,126,172,299
Baht Baht 267,960 1,988,404,617 (60,440) (135,410,440) 1,500 1,500 382,781 273,176,62
Issued and Fair value reserve paid-up Premium on Appropriated of available-for-sale Total owners of Non-controlling share capital ordinary shares Legal reserve Unappropriated investments the parent interests
Retained earnings
For the year ended 31 December 2015
Statement of Changes in Shareholders’ Equity
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited
138
Annual Report 2015 676,750,000
954,665,813
11,504,750 943,161,063 -
954,665,813
Baht 954,665,813 -
ordinary shares
Premium on
9,439,650
1,857,898 7,581,752 -
25,669,147
Baht 9,439,650 16,229,497 -
Legal reserve
Appropriated
827,753,498
684,967,594 (7,581,752) 150,367,656
849,252,872
Baht 827,753,498 (135,350,000) (16,229,497) 173,078,871
(347,456)
(417,976) 70,520
(408,912)
Baht (347,456) (61,456)
investments
available-for-sale
Fair value reserve of
Other components of Shareholders’ Equity
Unappropriated
Retained earnings
Company
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
Closing balance as at 31 December 2014
507,567,500 169,182,500 -
23 25
Baht 676,750,000 -
Opening balance as at 1 January 2014 Issuance of ordinary shares Legal reserve Total comprehensive income for the year
24 25
Notes
share capital
676,750,000
Closing balance as at 31 December 2015
Opening balance as at 1 January 2015 Dividend paid Legal reserve Total comprehensive income for the year
Paid-up
Issued and
For the year ended 31 December 2015
Statement of Changes in Shareholders’ Equity
Buriram Sugar Public Company Limited
2,468,261,505
1,205,479,766 1,112,343,563 150,438,176
2,505,928,920
Baht 2,468,261,505 (135,350,000) 173,017,415
Total
Buriram Sugar Public Company Limited Buriram Sugar Public Company Limited Statement of Cash Flows For the year ended 31 December 2015 Consolidated
2015 Baht
Notes
Company
2014 Baht
2015 Baht
2014 Baht
191,701,675
151,777,219
Cash flows from operating activities Profit before income tax expense
326,048,908
286,463,017
Adjustments to reconcile profit before income tax to net cash provided by operations: - Depreciation and amortisation
160,525,162
93,128,031
2,567,000
3,540,819
- Interest income
26
(24,707,039)
(3,850,748)
(163,170,588)
(70,065,260)
- Dividend income
26
(153,510)
(153,510)
(96,059,620)
(141,049,735)
- Reversal of allowance for doubtful accounts
10
(29,018,371)
(721,606)
(30,456,578)
(58,999)
- Allowance for declining in value of inventories
11
1,084,254
569,868
- Gain on disposals of property, plant and equipment 26
(6,764,172)
(495,325)
(502,489)
(495,325)
- Losses on write-off of property, plant and equipment
720,490
7,586,465
486,927
7,461,231
125,488,835
117,018,179
60,016,574
48,556,910
3,369,970
4,672,515
1,165,554
1,530,466
556,594,527
504,216,886
(34,251,545)
1,197,326
74,929,001
(209,460,775)
191,013,111
(54,696,930)
- Farmer receivables
(108,688,532)
254,770,044
35,198,024
12,021,171
- Inventories
(105,749,748)
- Financial costs - Employee benefit expenses
22
-
-
Cash flows before changes in operating assets and liabilities Change in operating assets and liabilities - Trade and other receivables
- Other current assets
24,662,936
- Other receivable-Office of the Cane and Sugar Fund
55,003,961 (33,775,226)
(155,848,895)
- 7,786,750
-
8,419,098
-
-
- Other non-current assets
(4,100,962)
- Trade and other payables
18,240,099
- Other current liabilities
(4,581,076)
(3,390,123)
(300,080)
(163,350)
Cash generated from (used in) operating activities
295,157,270
215,097,292
95,836,589
(32,586,966)
- Income tax paid
(35,937,078)
(53,651,722)
(12,065,659)
(2,290,466)
- Interest paid
(120,125,682)
(118,360,125)
(54,894,656)
(50,804,641)
139,094,510
43,085,445
28,876,274
(85,682,073)
- Employee benefit obligations
Net cash generated from (used in) operating activities
22
596,008
-
(352,700,133)
-
879,481
(103,252,413)
(2,536,259)
(566,258)
2,129,147
(91,080)
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
139 Annual Report 2015
-
Buriram Sugar Public Company Limited Statement of Cash Flows For the year ended 31 December 2015 Consolidated
2015 Baht
2014 Baht
Interest received
24,707,039
3,850,748
Dividend received
153,510
Notes
Company 2015 Baht
2014 Baht
Cash flows from investing activities 153,510
Long-term borrowings to related parties
-
-
Purchase of investment in a subsidiary
-
-
Proceeds from disposals of property, plant and equipment Purchases of property, plant and equipment Capitalised borrowing costs to property, plant and equipment
57,094,574
-
(1,208,378,312)
-
(1,731,789,499)
(9,999,500)
-
19,393,014
514,954
8,275,430
514,954
(1,339,342,135)
(1,309,322,802)
(152,935)
(1,486,239)
(35,340,141)
Net cash used in investing activities Cash flows from financing activities
159,654,370
(1,330,428,713)
(50,010,310) (1,354,813,900)
-
(1,050,600,947)
-
(1,675,666,210)
Proceeds from/ (repayments on) short-term borrowings from financial institutions
20
(727,397,820)
Proceeds from long-term borrowings from financial institutions
20
1,709,277,400
Proceeds from issuance of debentures
20
850,000,000
Repayments on long-term borrowings from financial institutions and others
20
(627,565,809)
Repayments on hire-purchase liabilities
20
(12,178,691)
Proceeds from issuance of ordinary shares from non-controlling interests Repayments on share payable Dividend paid
24
694,359,624
95,000,000
- -
870,000,000
-
-
850,000,000
-
(164,244,553) (15,636,762)
-
-
(10,656)
(1,179,778)
1,500
1,112,344,013
-
1,112,343,563
-
(999,400)
-
(999,400)
(135,350,000)
-
(135,350,000)
-
Dividend paid to non-controlling interests Net cash generated from financing activities
(60,440) - - - 1,056,726,140 1,625,822,922 809,639,344 1,980,164,385
Net increase/ (decrease) in cash and cash equivalents
(134,608,063)
314,094,467
(212,085,329)
218,816,102
Opening balance
348,532,521
34,438,054
223,683,992
4,867,890
Closing balance
213,924,458
348,532,521
11,598,663
223,683,992
Non-cash transactions Purchases of property, plant and equipment under hire-purchase liabilities
16,990,862
5,100,646
-
The accompanying notes on pages 11 to 50 are an integral part of these consoliated and company financial statements.
140 Annual Report 2015
-
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
141 Annual Report 2015
1 General information
is able to comply with the current and future financial obligations. Therefore, these financial statements are prepared on the going concern basis.
Buriram Sugar Public Company Limited (the “Company”) is a public limited company which is listed on the Stock Exchange of Thailand, limited company incorporated and resident in Thailand. The address of the Company’s registered offices are as follows:
3 Accounting policies The principal accounting policies applied in the preparation of these consolidated and company financial statements are set out below:
Head office: Located at 237 moo 2, Tambol Hin Lek Fai, Amphur Kumueug, Buriram 31190. The 1st Branch: Located at 128/77-78, 7th floor, Phayathai Plaza Building, Tungphayathai Ratchathewee Bangkok 10400.
3.1 Basis for preparation
For reporting purposes, the Company and its subsidiaries are referred to as “the Group”.
The consolidated and company financial statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act.
The principal business operations of the Group are summarised as follows: 1) Manufacturing and distribution of sugar and molasses 2) Trading agricultural products 3) Electricity generation and distribution
The consolidated and company financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below.
4) Other businesses The consolidated and company financial statements were authorised for issue by the Board of Directors on 26 February 2016.
The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
2 Financial status As at 31 December 2015, the Group and the Company have current liabilities greater than current assets of Baht 235 million and Baht 1,253 million, respectively. However, the Group has obtained additional long-term credit facilities with a local financial institution to settle the current liabilities. The Group has expected to complete the settlement by December 2016. Thus, the Group can continue its operations for a period of next 12 months from the date of this report. Also, the Group
An English version of the consolidated and company financial statements has been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail. 142
Annual Report 2015
Buriram Sugar Public Company Limited
3.2 New financial reporting standards and revised financial reporting standards
a) New financial reporting standards and revised financial reporting standards which are effective on 1 January 2015 are as follows:
• TAS 1 (revised 2014)
Presentation of financial statements
• TAS 2 (revised 2014) Inventories
• TAS 7 (revised 2014)
Statement of cash flows
• TAS 8 (revised 2014)
Accounting policies, changes in accounting estimates and errors
• TAS 10 (revised 2014)
Events after the reporting period • TAS 11 (revised 2014) Construction contracts • TAS 12 (revised 2014) Income taxes Property, plant and equipment • TAS 17 (revised 2014) Leases Revenue
• TAS 23 (revised 2014) Borrowing costs • TAS 24 (revised 2014) Related party disclosures • TAS 26 (revised 2014) Accounting and reporting by retirement benefit plans • TAS 27 (revised 2014) Separate financial statements • TAS 28 (revised 2014) Investments in associates and joint ventures • TAS 29 (revised 2014) Financial reporting in hyperinflationary economies • TAS 33 (revised 2014)
Earnings per share
• TAS 34 (revised 2014) Interim financial reporting
• TAS 36 (revised 2014)
Impairment of assets
• TAS 37 (revised 2014)
• TAS 18 (revised 2014)
The effects of changes in foreign exchange rates
• TAS 16 (revised 2014)
• TAS 21 (revised 2014)
Provisions, contingent liabilities and contingent assets • TAS 38 (revised 2014)
• TAS 19 (revised 2014)
Employee benefits
• TAS 40 (revised 2014)
• TAS 20 (revised 2014)
Investment property
• TFRS 2 (revised 2014)
Share-based payment
Accounting for government grants and disclosure of government assistance 143
Annual Report 2015
Intangible assets
• TFRS 3 (revised 2014)
Business combinations
• TFRS 5 (revised 2014)
Non-current assets held for sale and discontinued operations
• TFRS 6 (revised 2014)
Exploration for and evaluation of mineral resources
• TSIC 32 (revised 2014) Intangible assets - Web site costs • TFRIC 1 (revised 2014) Changes in existing decommissioning, restoration and similar liabilities • TFRIC 4 (revised 2014) Determining whether an arrangement contains a lease
• TFRS 8 (revised 2014)
Operating segments
Rights to interests arising from decommissioning, restoration and
environmental rehabilitation funds
• TFRS 10 Consolidated financial statements
• TFRS 11 Joint arrangements • TFRS 12 Disclosure of interests in other entities • TFRS 13
Applying the restatement approach under TAS29 (revised 2014)
Financial reporting in hyperinflationary economies
• TSIC 10 (revised 2014)
Government assistance - No specific relation to operating activities
• TSIC 15 (revised 2014)
Operating leases - Incentives
• TSIC 25 (revised 2014) Income taxes - changes in the tax status of an entity or its shareholders • TSIC 27 (revised 2014)
• TSIC 29 (revised 2014)
Service concession arrangements • TFRIC 13 (revised 2014) Customer loyalty programmes • TFRIC 14
requirements and their interaction • TFRIC 15 (revised 2014)
Agreements for the construction of
real estate
Revenue - barter transactions involving advertising services
• TFRIC 12 (revised 2014)
• TSIC 31 (revised 2014)
Interim financial reporting and impairment
TAS 19 - The limit on a defined benefit asset, minimum funding
Service concession arrangements: Disclosures
• TFRIC 10 (revised 2014)
Evaluating the substance of transactions involving the legal form of a lease
• TFRIC 7 (revised 2014)
Fair value measurement
• TFRIC 5 (revised 2014)
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• TFRIC 17 (revised 2014) Distributions of non-cash assets to owners • TFRIC 18 (revised 2014) Transfers of assets from customers
Buriram Sugar Public Company Limited
• TFRIC 20
Stripping costs in the production phase of a surface mine
The Group has applied the aforementioned financial reporting standards from 1 January 2015. However, the application of those financial reporting standards has no significant impacts to the financial statements being presented, except the following accounting standards:
• TAS 8 (revised 2015)
Accounting policies, changes in accounting estimates and errors
• TAS 10 (revised 2015)
TAS 1 (revised 2014), the main change is that a requirement for entities to group items presented in “other comprehensive income” (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented in OCI but the Group must refer to the relevant financial reporting standards. The Group has reclassified the items in OCI as required by this standard.
TFRS 13 aims to improve consistency and to reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across TFRSs. This standard has no impact to the group, except for disclosure.
Income taxes • TAS 16 (revised 2015) Property, plant and equipment • TAS 17 (revised 2015) Leases • TAS 18 (revised 2015) Revenue
• TAS 20 (revised 2015)
Inventories
• TAS 12 (revised 2015)
Employee benefits
• TAS 2 (revised 2015)
Construction contracts
Presentation of financial statements
• TAS 11 (revised 2015)
• TAS 19 (revised 2015)
• TAS 1 (revised 2015)
Events after the reporting period
b) Revised financial reporting standards which are effective on 1 January 2016 and the Group are not early adopted are as follows:
Statement of cash flows
• TAS 7 (revised 2015)
145 Annual Report 2015
Accounting for government grants and disclosure of government assistance • TAS 21 (revised 2015) The effects of changes in foreign exchange rates • TAS 23 (revised 2015) Borrowing costs • TAS 24 (revised 2015) Related party disclosures • TAS 26 (revised 2015) Accounting and reporting by retirement benefit plans
• TAS 27 (revised 2015) Separate financial statements Investments in associates and joint ventures • TAS 29 (revised 2015) Financial reporting in hyperinflationary economies • TAS 33 (revised 2015)
Earnings per share
• TAS 34 (revised 2015) • TAS 36 (revised 2015)
Impairment of assets
• TAS 37 (revised 2015)
• TAS 40 (revised 2015)
Investment property
Share-based payment
• TFRS 3 (revised 2015)
• TFRS 4 (revised 2015)
Insurance contracts
• TFRS 5 (revised 2015)
Business combinations
• TFRS 10 (revised 2015)
Agriculture • TFRS 2 (revised 2015)
• TAS 41
Operating segments
Intangible assets
• TAS 38 (revised 2015)
Non-current assets held for sale and discontinued operations
Exploration for and evaluation of mineral resources • TFRS 8 (revised 2015)
Provisions, contingent liabilities and contingent assets
• TFRS 6 (revised 2015)
Interim financial reporting
• TAS 28 (revised 2015)
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Consolidated financial statements • TFRS 11 (revised 2015) Joint arrangements • TFRS 12 (revised 2015) Disclosure of interests in other entities • TFRS 13 (revised 2015) Fair value measurement • TSIC 10 (revised 2015) Government assistance - No specific relation to operating activities • TSIC 15 (revised 2015) Operating leases - Incentives • TSIC 25 (revised 2015) Income taxes - changes in the tax status of an entity or its shareholders • TSIC 27 (revised 2015) Evaluating the substance of transactions involving the legal form of a lease • TSIC 29 (revised 2015) Service concession arrangements: Disclosures • TSIC 31 (revised 2015) Revenue - barter transactions involving advertising services • TSIC 32 (revised 2015) Intangible assets - Web site costs • TFRIC 1 (revised 2015) Changes in existing decommissioning, restoration and similar liabilities
Buriram Sugar Public Company Limited
• TFRIC 4 (revised 2015) Determining whether an arrangement contains a lease
• TFRIC 5 (revised 2015)
Rights to interests arising from decommissioning, restoration and
environmental rehabilitation funds
• TFRIC 7 (revised 2015)
Applying the restatement approach under TAS29 (revised 2015) Financial
reporting in hyperinflationary economies
Service concession arrangements • TFRIC 13 (revised 2015) Customer loyalty programmes • TFRIC 14 (revised 2015)
requirements and their interaction
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns though its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
• TFRIC 12 (revised 2015)
(1) Subsidiaries
Interim financial reporting and impairment
TAS 19 - The limit on a defined benefit asset, minimum funding
3.3 Group accounting - Investments in subsidiaries
• TFRIC 10 (revised 2015)
The Group will apply the aforementioned financial reporting standards from 1 January 2016. The Group’s management assessed and determined that the application of those financial reporting standards has no significant impact to the financial statements being presented.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of acquiree and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisitionrelated costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisitionby-acquisition basis, the Group recognises any noncontrolling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
• TFRIC 15 (revised 2015) Agreements for the construction of real estate • TFRIC 17 (revised 2015) Distributions of non-cash assets to owners • TFRIC 18 (revised 2015) Transfers of assets from customers • TFRIC 20 (revised 2015) Stripping costs in the production phase of a surface mine
• TFRIC 21
Levies
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If the business combination is achieves in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such re-measured are recognised in profit or loss.
In the Company’s separated financial statements, investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
Any contingent consideration to be transferred by the Group is regcognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.
A list of the Group’s principal subsidiaries and the effect from the acquisition and disposal of subsidiaries have been disclosed in Note 13. (2) Transaction and non-controlling interests The Group treats transactions with noncontrolling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognise and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
(3) Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
Intercompany transactions, balances and unrealised gains or loss on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
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3.4 Foreign currency translation
3.6 Trade and farmer receivables
(a) Functional and presentation currency
Trade receivables are recognised initially at the original invoice amount and subsequently measured at the remaining amount less allowance for doubtful receivables based on a review of all outstanding amounts at the year end. The amount of the allowance is the difference between the carrying amount of the receivable and the amount expected to be collectible. Bad debts are written off during the year in which they are identified and recognised in profit or loss within administrative expense.
Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Baht, which is the Company’s functional and the group’s presentation currency.
(b) Transactions and balances
Farmer receivables are stated at the net realisable value. The Group has policy to set up allowance for doubtful accounts based on period of overdue balance, payment histories, collaterals and future expectations of customer payments. Allowance for doubtful accounts is provided in full amount (after deducting appraisal value of collateral). Bad debts are written off when incurred.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.
3.7 Inventories Inventories are stated at the lower of cost or net realisable value. Cost of merchandise inventories, finished goods and factory supplies are determined by weighted average method.
When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit and loss, any exchange component of that gain or loss is recognised in profit and loss.
The cost of purchase comprises both the purchase price and costs directly attributable to the acquisition of the inventory, such as import duties and transportation charges, less all attributable discounts, allowances or rebates. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads.
3.5 Cash and cash equivalents In the consolidated and Company statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other shortterm highly liquid investments with original maturities of three months or less. In the consolidated and Company statement of financial position, bank overdrafts are shown within borrowings in current liabilities.
Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. Allowance is made, where necessary, for obsolete, slow-moving and defective inventories. 149
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3.8 Other investments
A test for impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, impairment loss is charged to the income statement.
Investments other than investments in subsidiaries are classified into two categories: (1) available-for-sale investments and (2) general investments. The classification is dependent on the purpose for which the investments were acquired. Management determines the appropriate classification of its investments at the time of the purchase and re-evaluates such designation on a regular basis.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the profit or loss. When disposing of part of the Group's holding of a particular investment in debt or equity securities, the carrying amount of the disposed part is determined by the weighted average carrying amount of the total holding of the investment.
(1) Investments intended to be held for an indefinite period of time, which may be sold in response to liquidity needs or changes in interest rates, are classified as available-for-sale; and are included in non-current assets unless management has expressed the intention of holding the investment for less than 12 months from the statement of financial position date or unless they will need to be sold to raise operating capital, in which case they are included in current assets.
3.9 Property, plant and equipment Property, plant and equipment are initially recorded at cost and subsequently stated at historical cost less accumulated depreciation and allowance for impairment loss. Costs include directly attributable expenses in acquiring such asset.
(2) Investments in non-marketable equity securities are classified as general investments.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
All two categories of investments are initially recognised at cost, which is equal to the fair value of consideration paid plus transaction cost. Available-for-sale investments are subsequently measured at fair value. The fair value of investments is based on quoted bid price at the close of business on the statement of financial position date by reference to the Stock Exchange of Thailand. The unrealised gains and losses of available for sale investments are recognised in other comprehensive income.
Land is not depreciated. Depreciation on other assets is calculated is calculated using the straight-line method to allocate their costs to their residual values over their estimated useful life, as follows:
General investments are carried at cost less impairment loss. 150
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3.11 Impairment of assets
Years Land improvement 10 - 30 years Building and buildings improvement 5 - 40 years Machinery and tools 5 - 30 years Agriculture equipment and tools 5 years Furniture, fixtures and office equipment 5 years Motor vehicles 5 - 10 years
Assets that have an indefinite useful life, for example trademark and licences, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
3.12 Leases - where a Group is the lessee
Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other (losses)/gains - net’ in profit or loss.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
3.10 Intangible assets 3.10.1 Computer software
Leases of property, plant or equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments.
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Amortisation is calculated using the straight-line method over their useful life of 5 years.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables.
3.10.2 Right to use of assets Expenditure on right to use of assets which are transmission lines is capitalised and amortised using the straight-line method over their useful life of 20 years. 151
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The interest element of the finance cost is charged to profit or loss over the lease period so as to achieve a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant or equipment acquired under finance leases is depreciated over the shorter period of the useful life of the asset or the lease term.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
3.13 Leases - where a Group is the lessor When assets are leased out under a finance lease, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return. Initial direct costs are included in initial measurement of the finance lease receivable and reduce the amount of income recognised over the lease term.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of reporting date. 3.14.1 Borrowings costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Assets leased out under operating leases are included in property, plant and equipment in the statement of financial position. They are depreciated over their expected useful lives on a basis consistent with other similar property, plant and equipment owned by the Group. Rental income (net of any incentives given to lessor) is recognised on a straight-line basis over the lease term.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
3.14 Borrowings
Borrowing costs comprise:
Borrowings and debentures are recognised initially at the fair value of proceeds received, net of transaction costs incurred. Borrowings and debentures are subsequently stated at amortised cost using the effective yield method. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in the profit or loss over the period of the borrowings.
• Interest arising from long-term borrowings including related tax • Amortisation of transaction costs All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 152
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3.15 Current and deferred income tax
Deferred income tax is provided on temporary differences arising from investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
3.16 Employee benefits Group companies operate various retirement benefits schemes. The Group has both defined benefit and defined contribution plans.
Deferred income tax is recognised, using the liability method, on temporary differences arising from differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
A defined contribution plan is a retirement plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Group pays contributions to a separate fund which is managed by an external fund manager in accordance with the provident fund Act. B.E. 2530. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. 153
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A defined benefit plan is a retirement plan that is not a defined contribution plan. Typically defined benefit plans define an amount of retirement benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
The liability recognised in the statement of financial position in respect of defined benefit retirement plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yield of government bonds that have terms to maturity approximating to the terms of the related pension liability. The estimated future cash flows shall reflect employee salaries, turnover rate, mortality, and others.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
3.18 Government Grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise.
Government grants relating to the compensation of costs are deferred and recognised in profit or loss over the period necessary to match them with the costs they are intended to compensate.
Past-service costs are recognised immediately in profit or loss.
3.17 Provisions
3.19 Revenue recognition
Provisions (excluding employee benefits) are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an
Sale of goods and services rendered Revenue comprises the fair value of the consideration received or receivable for the sale of goods and service in the ordinary course of the Group’s activities. Revenue is shown net of rebates and discounts, and after eliminating sales within the Group. Revenue from sales 154
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4 Financial risk management
of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer. Service income is recognised as services are provided.
4.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including, exchange rate risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
Interest and dividend income Interest income is recognised using the effective interest method. Dividends are recognised when the right to receive payment is established. Other income Other income is recognised in the statement of comprehensive income on an accrual basis.
4.1.1 Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. The Group has entered into foreign currency forward contracts to mitigate risk from exchange rate fluctuation.
3.20 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.
4.1.2 Interest rate risk
3.21 Segment reporting
The Group’s income and operating cash flows are substantially independent of changes in market interest rates. All interest rate derivative transactions are subject to approval by the Finance Director before execution. The Group has no significant interest-bearing assets. The Group is able to raise long-term borrowings at floating rates.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decisionmaker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Chief Executive Officer that makes strategic decisions.
4.1.3 Credit risk
Segment information is presented in respect of the Group’s business segments which is based on the Group’s management and internal reporting structure (See more information in Note 7).
The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high-credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution. 155
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4.1.4 Liquidity risk
2. Allocation of net income generated by the system between the cane farmers and the sugar mills under a benefit sharing arrangement, whereby cane farmers receive 70% of the income, which is the cane price, and the sugar mills receive 30%, which is the return on production.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding and the ability to manage risk. Due to the dynamic nature of the underlying business, the Group’s treasury aims at maintaining flexibility in funding by keeping committed credit lines available.
The net income of the cane and sugar system is calculated based on the income from the domestic sugar distribution (Quota A) and income from exports (Quota B and Quota C: using the average price of the sugar in Quota B and the exchange rate of the actual sales made by TCSC as the base for calculation of export sales income) less the expenses of the Cane and Sugar Industry. Currently, the ratio of exported sugar to domestically sold sugar is approximately 70:30.
4.2 Pricing risk factors regarding raw materials and products 4.2.1 Sugar cane and sugar prices fluctuation risk The Group has a fluctuation risk from sugar cane and sugar prices. The sugar cane and sugar industry in Thailand is an industry under the supervision of a government agency, the Cane and Sugar Board, under the Cane and Sugar Act B.E. 2527, which imposes the following restrictions:
4.3 Accounting for derivative financial instruments
1. A quota system for the allocation of sugar distribution channels, as follows:
The Group is party to derivative financial instruments, which mainly comprise foreign currency forward contracts. Such instruments are not recognised in the financial statements on inception. Gain or loss is recognised in the statement of comprehensive income when the contracts are settled or expired.
1.1 Quota A for the sugar produced for domestic consumption, 1.2 Quota B for the raw sugar identified by the Cane and Sugar Board as for processing by sugar mills for delivery to Thailand Cane and Sugar Corporation (“TCSC�) for distribution. This quota is used as a base for setting the standard price of raw sugar exports to calculate the income of the system,
Foreign currency forward contracts protect the Group from movements in exchange rates by establishing the rate at which a foreign currency asset will be realised or a foreign currency liability settled. Any increase or decrease in the amount required to realise the asset or settle the liability is offset by a corresponding movement in the value of the forward exchange contract. The gains and losses on the derivative instruments which relate to borrowings are offset for financial reporting purposes and are recognised as finance costs in the income statement, whereas the gains and losses on the derivative instruments which relate to trading business are offset
1.3 Quota C for the sugar processed by sugar mills for export sales or as raw materials for the manufacture of products to be exported.
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for financial reporting purposes and are recognised as other income - net in the income statement.
The Group has policy to set up allowance for doubtful accounts based on period of overdue balance. Allowance for doubtful accounts is provided in full amount (after deducting appraisal value of collaterals).
4.4 Fair value estimation Analysis of financial instruments carried at fair value, by valuation method, the different levels have been defined as follows:
5.2 Property, plant and equipment and intangible assets Management determines the estimated useful lives and residual values for the Group’s Property, plant and equipment and intangible assets. Management will revise the depreciation or amortisation charge where useful lives and residual values are different to the previously estimation, or it will write off or write down technically obsolete or assets that have been abandoned or sold. The Group reviews for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
5.3 Provision for employee benefits
5 Critical accounting estimates, assumptions and judgements
The present value of the provision for employee benefits depends on a number of factors that are determined on an actuarial basis using a number of assumptions including discount rate, salary increasing rate, dead rate, and turnover rate. Any changes in these assumptions will impact the carrying amount of pension obligations.
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the employee benefits obligations. In determining the appropriate discount rate, the Group considers the interest rate of government bonds that have terms to maturity approximating the terms of the related employee benefits liability.
5.1 Allowance for doubtful accounts of trade receivables and farmer receivables In determining an allowance for doubtful accounts, management needs to make judgement and estimates based upon, among other things, past collection history, aging profile of outstanding debts, collaterals and the prevailing economic condition.
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Other key assumptions for the provision for employee benefits are disclosed in Note 22.
Chief Operating Decision Maker considers the reporting segment as below:
5.4 Raw material costs
- Manufacturing and distribution of sugar and molasses
The Group purchased sugar cane for the production season 2015/2016 using the initial sugar cane price which was announced by the Cane and Sugar Board’s on 12 January 2016 adjusted by sweetness of sugar cane purchased to recognise raw materials and payables for the production season 2015/2016. As at the audit report date, the Cane and Sugar Board has not announced the final price of sugar cane for the production season 2015/2016 yet since the production season is not ended.
- Trading agricultural products - Electricity generation and distribution - Other businesses Chief Operating Decision Maker considers performance of reporting segments from profit from operating segments. The accounting policies for the operating segments are in accordance with the summaries of accounting policies above. Unallocated costs mainly represent corporate expenses.
6 Capital risk management The Group’s objectives of capital management are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Geographic information The Group’s revenue from sales external customers approximately 50.45% is mostly the local sales. Revenue attributed to foreign counties are mainly from countries in Asia Pacific. In addition, most non-current assets of the Group are located in Thailand.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
Major customers The Group has no revenue from sales transactions with a single external customer that amounts to 10% or more of the Group’s revenue. Therefore, the Group does not present the information about major customers.
7 Operating segments Reporting segment is referred from internal report of the Group which is reviewed by Chief Operating Decision Maker (CODM). CODM is Chief Executive Officer who makes decisions about resource allocation and assesses the segment performance.
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For the years ended 31 December 2015 and 2014
159
Annual Report 2015
As at 31 December Inventories, net 593 Property, plant and equipment, net 2,624 Other assets, net 1,795 Total assets 5,012
483 1,957 5,485 7,925
125 120 483 728
136 116 364 616
10 1,525 1,030 2,565
4 469 613 1,086
12 4,886 4,898
522 51 573
728 4,281 8,194 13,203
623 3,064 6,513 10,200
(13) (16) (6,412) (6,441)
(13) (12) (4,790) (4,815)
715 4,265 1,782 6,762
610 3,052 1,723 5,385
Unit : Million Baht Trading Electricity Sugar and agriculture generation and Eliminated Molasses business products distribution Others Total entries Consolidated 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 Revenue from sales and services - Local 1,423 1,241 755 591 489 202 153 157 2,820 2,191 (688) (400) 2,132 1,791 - Overseas 2,094 2,129 2,094 2,129 2,094 2,129 Total 3,517 3,370 755 591 489 202 153 157 4,914 4,320 (688) (400) 4,226 3,920 Profit from operating segments 558 661 88 52 147 109 14 70 807 892 98 (62) 905 830 Administrative and selling expenses (453) (427) Finance costs (125) (117) Income tax expense (54) (50) Net profit for the year 273 236
Operating segments of the Group are as follows:
7 Operating segments (Cont’d)
For the year ended 31 December 2015
Notes to the Consolidated and Company Financial Statements
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited
8 Cash and cash equivalents CONSOLIDATED
Cash on hand Deposits held at call with banks
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
400,000
310,000
70,000
70,000
213,524,458
348,222,521
11,528,663
223,613,992
213,924,458
348,532,521
11,598,663
223,683,992
As at 31 December 2015, the weighted average effective interest rate of deposits held at call with banks was 0.40% per annum (2014: 0.50% per annum).
160 Annual Report 2015
Buriram Sugar Public Company Limited
9 Trade and other receivables, net CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Trade receivables - third parties, net Current
69,405,952
40,025,449
49,096
4,716
Up to 3 months
8,553,512
8,289,685
-
-
Over 3 months less than 12 months
4,232,270
449,368
-
26,390
Over 12 months
8,594,383
8,889,873
8,250,423
8,250,423
90,786,117
57,654,375
8,299,519
8,281,529
(8,250,423)
(8,250,423)
(8,250,423)
(8,250,423)
82,535,694
49,403,952
49,096
31,106
6,669,397
10,293,402
10,171,741
28,734,529
Up to 3 months
491,248
114,800,382
2,268,894
18,290,745
Over 3 months less than 12 months
168,333
419,751
6,064,760
1,335,360
Over 12 months
200,680
232,370
6,685,360
28,807,692
7,529,658
125,745,905
25,190,755
77,168,326
2,838,224
2,027,953
1,269,116
6,500
102,633,885
113,674,882
9,624,017
11,131,834
32,407,107
8,761,427
-
-
Accrued interest income - related parties
-
-
29,323,530
25,807,312
Other receivables - third parties
-
3,259,450
-
-
Other receivables - related parties
-
-
-
8,505
Accrued dividend income - related parties
-
-
98,309,530
141,049,735
137,879,216
127,723,712
138,526,193
178,003,886
227,944,568
302,873,569
163,766,044
255,203,318
Overdue:
Less Allowance for doubtful accounts Trade receivables - related parties Current Overdue:
Other receivables Advance payments Prepaid expenses Accrued other income - third parties
Total trade and other receivables, net
161 Annual Report 2015
10 Farmer receivables, net CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Farmer receivables
989,210,595
880,522,063
86,501,469
121,699,493
Less Allowance for doubtful accounts
(80,711,332)
(109,729,703)
(75,601,469)
(106,058,047)
908,499,263
770,792,360
10,900,000
15,641,446
Outstanding farmer receivables can be analysed as follows:
CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Season 2016/2017
236,451,857
-
-
-
Season 2015/2016
618,460,168
44,460,648
-
-
Season 2014/2015
40,880,969
703,048,637
-
-
Season 2013/2014
4,486,709
6,868,096
-
-
Season 2012/2013
1,339,364
3,200,867
-
-
Season 2011/2012
1,090,059
1,244,322
-
-
86,501,469
121,699,493
86,501,469
121,699,493
989,210,595
880,522,063
86,501,469
121,699,493
(80,711,332)
(109,729,703)
(75,601,469)
(106,058,047)
908,499,263
770,792,360
10,900,000
15,641,446
Before season 2011/2012 Less Allowance for doubtful account
162 Annual Report 2015
Buriram Sugar Public Company Limited
Outstanding farmer receivables - related parties can be analysed as follows: CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Season 2016/2017
2,563,549
-
-
-
Season 2015/2016
14,133,297
6,415,582
-
-
Season 2014/2015
-
13,032,400
-
-
-Before season 2011/2012
-
413,932
-
413,932
16,696,846
19,861,914
-
413,932
11 Inventories, net CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Raw materials
37,196,022
23,983,518
-
-
Finished goods
574,317,732
460,402,429
-
-
63,484,999
84,928,930
-
-
Work in process
4,670,201
10,849,811
-
-
Factory supplies
37,293,624
31,048,142
-
-
716,962,578
611,212,830
-
-
(1,755,681)
(671,427)
-
-
715,206,897
610,541,403
-
-
Merchandise inventories
Less Allowance for obsolete and damaged inventories
The cost of inventories recognised as expenses and included in ‘cost of sales’ amounting to Baht 3,082.10 million (2014: Baht 2,881.54 million). As at 31 December 2015, the Group has no inventories pledged as a security for borrowings (2014: Baht 57.35 million).
163 Annual Report 2015
12 Other current assets CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Refundable input VAT
32,041,376
44,816,032
207,913
1,196,267
Undued input VAT
12,636,421
22,814,964
8,964,753
15,747,947
4,027,684
5,737,421
302,234
317,436
48,705,481
73,368,417
9,474,900
17,261,650
Others
13 Investments in subsidiaries The movements of investments in subsidiaries for the years ended 31 December 2015 and 2014 are as follows: COMPANY
Beginning balance
2014
Baht
Baht
1,270,478,100
1,270,478,100
9,999,500
-
Acquisitions Ending balance
2015
1,280,477,600 1,270,478,100
The details of investments in subsidiaries which are located in Thailand as presented in the Company financial statements are as follows:
Issued and Paid-up share capital
Company’s
% Ownership interest
2015 2014 2015 2014 Million Million Baht Baht Percentage Percentage
Buriram Sugar Factory Co., Ltd.
Buriram Sugarcane Research and Development Co., Ltd Buriram Energy Co., Ltd. and subsidiaries
Cost method
2015 Million Baht
2014 Million Baht
1,050
1,050
99.90
99.90
1,049
1,049
71
71
99.99
99.99
70
70
136
136
99.99
99.99
136
136
Dividend income
2015 Million Baht
2014 Million Baht
63
105
27
34
- Buriram Power Co., Ltd.
170
170
99.99
99.99
-
-
-
-
- Buriram Power Plus Co., Ltd.
10
-
99.99
-
-
-
-
-
- Buriram Super Power Co., Ltd.
5
-
99.99
-
-
-
-
-
15
15
99.99
99.99
15
15
6
2
10
-
99.99
10
-
-
-
1,270
96
141
Key brand Fertilizer Co., Ltd. Buriram Agro Energy Co., Ltd.
Total investments in subsidiaries
164 Annual Report 2015
-
1,280
Buriram Sugar Public Company Limited
Changes of investments in subsidiaries for the period ended 31 December 2015 comprises of: Buriram Power Plus Company Limited On 23 January 2015, Buriram Power Plus Company Limited was registered with the Ministry of Commerce with 100,000 ordinary shares at par value of Baht 100 per share, totalling Baht 10 million. The entity is controlled by Buriram Energy Company Limited which owns 99.99% of the ordinary shares. Buriram Agro Energy Company Limited On 8 June 2015, Buriram Agro Energy Company Limited was registered with the Ministry of Commerce with 100,000 ordinary shares at par value of Baht 100 per share, totalling Baht 10 million. The entity is controlled by Buriram Sugar Public Company Limited which owns 99.99% of the ordinary shares. Buriram Super Power Company Limited On 22 June 2015, Buriram Super Power Company Limited was registered with the Ministry of Commerce with 50,000 ordinary shares at par value of Baht 100 per share, totalling Baht 5 million. The entity is controlled by Buriram Energy Company Limited which owns 99.99% of the ordinary shares. All subsidiaries undertakings are included in the consolidation. The proportion of the voting rights in the subsidiaries undertakings held directly by the parent company do not differ from the proportion of ordinary shares held.
14 Other long-term investments, net CONSOLIDATED
Marketable equity securities
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
570,520
500,000
570,520
500,000
(76,820)
70,520
(76,820)
70,520
493,700
570,520
493,700
570,520
General investments – equity securities
1,409,950
1,409,950
2,175
2,175
Other long-term investments, net
1,903,650
1,980,470
495,875
572,695
- available-for sales Less Allowances for revaluation of investments
165 Annual Report 2015
Movement of other long-term investments for the year ended 31 December 2015 are as follows: CONSOLIDATED General investments Baht
Opening net book amount
Total Baht
1,409,950
570,520
1,980,470
-
(76,820)
(76,820)
1,409,950
493,700
1,903,650
Changes in fair value Closing net book amount
Available-forsale securities Baht
COMPANY General investments Baht
Opening net book amount
Total Baht
2,175
570,520
572,695
-
(76,820)
(76,820)
2,175
493,700
495,875
Changes in fair value Closing net book amount
Available-forsale securities Baht
The fair value of available-for-sales investments is based on quoted bid price on the statement of financial position date by reference to the Stock Exchange of Thailand. This is a level 1 fair value measurement.
15 Other receivable - Office of the Cane and Sugar Fund Office of the Cane and Sugar Fund receivable is a compensation, which the Group expects to be received from the Office of the Cane and Sugar Fund. Since the Group management expects that the final cane price and the final return on production and distribution of the production season 2014/2015 will be lower than the initial price, the difference will be paid in accordance with Section 56 of the Cane and Sugar Act B.E. 2527. Vice versa, no repayment is required by the farmer. The Group has recognized such receivable based on the final cane price and the final return on production and distribution of the production season 2014/2015 that was approved by the Cane and Sugar Commission on 20 January 2016. This is a level 2 fair value measurement.
166 Annual Report 2015
167
Annual Report 2015
As at 31 December 2014 Cost Less Accumulated depreciation Net book amount
98,159,502 98,159,502
98,159,502
834,702,805
467,240,061 1,078,990,842 (47,238,995) (244,288,037) 420,001,066 834,702,805
420,001,066
873,883,866 11,310,467 3,388,081 (3,344,927) (50,534,682)
Closing net book amount
356,562,247 1,901,493 79,686,059 (40,831) (18,107,902)
76,134,788 22,024,714 -
For the year ended 31 December 2014 Opening net book amount Additions Transfer in (out) Disposals, net Depreciation charge
Machinery and tools Baht
76,134,788 390,356,401 1,070,753,665 - (33,794,154) (196,869,799) 76,134,788 356,562,247 873,883,866
Land Building and land and building improvement improvement Baht Baht
As at 31 December 2013 Cost Less Accumulated depreciation Net book amount
16 Property, plant and equipment, net
For the year ended 31 December 2015
Notes to the Consolidated and Company Financial Statements
Buriram Sugar Public Company Limited
41,589,316 (13,116,609) 28,472,707
28,472,707
25,684,487 8,297,216 1,619,866 (273,979) (6,854,883)
32,880,454 (7,195,967) 25,684,487
Agriculture equipment and tools Baht
61,202,103 (21,442,069) 39,760,034
39,760,034
39,397,011 12,305,044 1,306,977 (4,507,410) (8,741,588)
58,396,464 (18,999,453) 39,397,011
fixtures and office equipment Baht
Furniture,
Consolidated
372,482,438 372,482,438
111,498,513 (58,409,135) 53,089,378
53,089,378
1,577,811,893 - 1,577,811,893
1,577,811,893
56,161,070 372,482,438 5,274,515 1,291,330,438 (86,000,983) (3) (8,346,204) -
109,023,998 (52,862,928) 56,161,070
Assets under Motor installment and vehicles construction Baht Baht
3,436,492,230 (384,494,845) 3,051,997,385
3,051,997,385
1,800,305,907 1,352,443,887 (8,167,150) (92,585,259)
2,110,028,208 (309,722,301) 1,800,305,907
Total Baht
Buriram Sugar Public Company Limited
168
Annual Report 2015
institution (2014: Baht 1,414 million) (Note 18).
153,045,203 848,602,372 2,325,607,950 (2,631,105) (77,119,033) (329,854,399) 150,414,098 771,483,339 1,995,753,551
As at 31 December 2015 Cost Less Accumulated depreciation Net book amount
Machinery and tools Baht
98,159,502 420,001,066 834,702,805 23,392,183 3,501,094 33,286,624 18,726,888 395,736,595 1,223,063,142 (1,679,141) (4,702,271) (2,844,183) (133,697) 13,561,894 (13,561,894) (1,747,228) (31,349,339) (90,463,052) 150,414,098 771,483,339 1,995,753,551
Land Building and land and building improvement improvement Baht Baht
For the year ended 31 December 2015 Opening net book amount Additions Transfer in (out) Disposals, net Write-off, net Reclassification Depreciation charges Closing net book amount
16 Property, plant and equipment, net (Cont’d)
For the year ended 31 December 2015
Notes to the Consolidated and Company Financial Statements
Buriram Sugar Public Company Limited
67,971,654 (23,387,436) 44,584,218
28,472,707 16,257,682 11,216,336 (420,475) (10,942,032) 44,584,218
Agriculture equipment and tools Baht
1,162,353,383 1,162,353,383
53,089,378 1,577,811,893 19,185,615 1,287,837,940 - (1,698,434,241) (539,498) (69,726) (4,862,209) (9,329,977) 62,335,792 1,162,353,383
Assets under Motor installment and vehicles construction Baht Baht
109,416,472 115,963,679 (31,751,549) (53,627,887) 77,664,923 62,335,792
39,760,034 10,182,227 49,691,280 (3,101,190) (328,877) (3,450,575) (15,087,976) 77,664,923
fixtures and office equipment Baht
Furniture,
Consolidated
4,782,960,713 (518,371,409) 4,264,589,304
3,051,997,385 1,393,643,365 (10,022,100) (8,659,167) (3,450,575) (158,919,604) 4,264,589,304
Total Baht
Buriram Sugar Public Company Limited 16 Property, plant and equipment, net (Cont’d)
As at 31 December 2015, finance lease liabilities included in property, plant and equipment at the net book value of Baht 47.44 million (2014: Baht 51.28 million). As at 31 December 2015, the Group has building and equipment which are fully depreciated but still in use with costs value of Baht 26.20 million (2014: Baht 35.80 million). As at 31 December 2015, property, plant, and equipment at the net book value of Baht 2,096 million are pledged as collaterals for financial institution borrowings from a financial institution (2014: Baht 1,414 million) (Note 18). Borrowing costs of Baht 35.30 million, arising from financing specifically entered into for the construction of a new factory and machinery, were capitalised during the year and are included in ‘Additions’ with capitalisation rate of 5.90% - 6.75% (2014 : 4.50% - 7.25%).
169 Annual Report 2015
170
Annual Report 2015 6,778,382
Net book amount
6,871,603
Closing net book amount
14,704,574 (7,832,971) 6,871,603
Cost
Less Accumulated depreciation Net book amount
(250,694)
Depreciation charges
As at 31 December 2014
-
343,915
Additions
Disposals, net
6,778,382
Opening net book amount
For the year ended 31 December 2014
(7,582,277)
Less Accumulated depreciation
(4,330,376) 5,402,282
9,732,658
5,402,282
(992,405)
(3,344,927)
-
9,739,614
9,739,614
(6,454,415)
16,194,029
and tools Baht
improvement Baht 14,360,659
office
Machinery
and building
(3,679,269) 4,957,591
8,636,860
4,957,591
(859,470)
(4,235,191)
764,491
9,287,761
9,287,761
(8,912,117)
18,199,878
equipment Baht
fixtures and
Furniture,
Company Building
Cost
As at 31 December 2013
16 Property, plant and equipment, net (Cont’d)
For the year ended 31 December 2015
Notes to the Consolidated and Company Financial Statements
Buriram Sugar Public Company Limited
(30,814,708) 5,007,307
35,822,015
5,007,307
(961,157)
(2)
-
5,968,466
5,968,466
(32,403,549)
38,372,015
vehicles Baht
Motor
(46,657,324) 22,238,783
68,896,107
22,238,783
(3,063,726)
(7,580,120)
1,108,406
31,774,223
31,774,223
(55,352,358)
87,126,581
Total Baht
171
Annual Report 2015 (261,256) 6,647,579
Depreciation charges
Closing net book amount
(8,090,185) 6,647,579
Less Accumulated depreciation
Net book amount
-
-
-
-
(566,314)
(133,697)
(4,702,271)
-
1,476,645
(1,049,333)
2,525,978
1,476,645
(781,973)
(178,666)
(3,101,190)
580,883
4,957,591
3,440,627
(24,670,286)
28,110,913
3,440,627
(957,457)
(69,726)
(539,497)
-
5,007,307
vehicles Baht
Motor
11,564,851
(33,809,804)
45,374,655
11,564,851
(2,567,000)
430,927)
(8,342,958)
666,953
22,238,783
Total Baht
As at 31 December 2015, property and equipment which are fully depreciated but still in use with costs value of Baht 16.84 million (2014: Baht 23.32 million).
As at 31 December 2015, no finance lease liabilities included in property, plant and equipment (2014: Baht 4.08 million).
14,737,764
Cost
As at 31 December 2015
(48,838)
Write-off, net
-
Disposals, net
86,070
5,402,282
and tools Baht
improvement Baht 6,871,603
office
Machinery
and building equipment Baht
fixtures and
Furniture,
Company Building
Additions
Opening net book amount
For the year ended 31 December 2015
16 Property, plant and equipment, net (Cont’d)
For the year ended 31 December 2015
Notes to the Consolidated and Company Financial Statements
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited
16 Property, plant and equipment, net (Cont’d) Depreciation charge for the years ended 31 December 2015 and 2014 is as follows:
CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Depreciation charge for property, plant and equipment - Cost of sales - Administrative expenses
137,058,018
75,844,938
-
-
21,861,586
16,740,321
2,567,000
3,063,726
158,919,604
92,585,259
2,567,000
3,063,726
172 Annual Report 2015
Buriram Sugar Public Company Limited
17 Intangible asset, net Consolidated Computer software Baht As at 1 January 2014 Cost Less Accumulated amortisation Net book amount
Right to use assets Baht
Right to use assets under construction Baht
Total Baht
- - -
- - -
- - -
-
For the year ended 31 December 2014 Opening net book amount Additions Closing net book amount
- - -
- - -
- 12,008,156 12,008,156
12,008,156 12,008,156
As at 31 December 2014 Cost
-
-
12,008,156
12,008,156
-
-
-
-
12,008,156
12,008,156
- 3,450,575 2,802,540 -
- - - 12,567,324
12,008,156 - 559,168 (12,567,324)
12,008,156 3,450,575 3,361,708 -
Less Accumulated amortisation Net book amount
For the year ended 31 December 2015 Opening net book amount Reclassification Additions Transfer in (out) Amortisation charge
-
-
(1,144,182)
(461,376)
-
(1,605,558)
Closing net book amount
5,108,933
12,105,948
-
17,214,881
As at 31 December 2015 Cost
6,935,790
12,567,324
-
19,503,114
(1,826,857) 5,108,933
(461,376) 12,105,948
- -
(2,288,233) 17,214,881
Less Accumulated amortisation Net book amount
173 Annual Report 2015
18 Deferred tax assets, net The analysis of deferred tax assets and deferred tax liabilities is as follows: CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Deferred tax assets: Deferred tax assets to be recovered within 12 months Deferred tax assets to be recovered more than 12 months
351,136
134,285
-
-
215,112,618
224,737,721
11,146,337
12,145,179
215,463,754
224,872,006
11,146,337
12,145,179
-
-
-
-
(13,489,405)
(13,489,405)
-
-
(13,489,405)
(13,489,405)
-
-
201,974,349
211,382,601
11,146,337
12,145,179
Deferred tax liabilities: Deferred tax liabilities to be settled within 12 months Deferred tax liabilities to be settled more than 12 months Deferred tax assets, net
The gross movement in deferred income tax account is as follows: CONSOLIDATED
At 1 January Charged/(credited) to profit or loss Charged/(credited) to comprehensive income (At 31 December
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
211,382,601
234,484,632
12,145,179
13,963,895
(9,200,888)
(21,825,492)
(843,481)
(1,205,527)
(207,364)
(1,276,539)
(155,361)
(613,189)
201,974,349
211,382,601
11,146,337
12,145,179
174 Annual Report 2015
175
Annual Report 2015
- 203,140,003
(1,644,142)
12,173,932
- 9,560,191
(969,599)
10,529,790
(1,276,539) - 6,167,410 10,529,790
901,835
(16,481,066)
(222,728) 6,335,930
- 189,380,790 6,542,114
391,248
(13,759,213
219,621,069
6,167,410
203,140,003
Allowance for doubtful accounts Baht
- 134,285
(7,666,392)
7,800,677
- 351,136
216,851
134,285
Allowance for decrease in inventory value Baht
- 4,900,518
3,064,273
1,836,245
- 3,403,586
(1,496,932)
4,900,518
Loss carried forward Baht
Consolidated
- -
-
-
15,364 15,364
-
-
Fair value adjustment sale investments Baht
- -
-
-
- 5,937,500
5,937,500
-
Intangible assets Baht
- -
-
-
- 479,257
479,257
-
Deferred revenue Baht
(1,276,539) 224,872,006
(21,825,492)
247,974,037
(207,364) 215,463,754
(9,200,888)
224,872,006
Baht
Deferred income tax assets are recognised for tax loss and carry forwards only to the extent that realisation of the related tax benefit through the future taxable profits is probable.
At 1 January 2014 Charged/(credited) to profit or loss Credited to comprehensive income At 31 December 2014
Deferred tax assets At 1 January 2015 Charged/(credited) to profit or loss Charged/(credited) to comprehensive income At 31 December 2015
Provision for employee Depreciation benefits Baht Baht
The movement in deferred tax assets and liabilities during the year is as follows:
18 Deferred tax assets, net (Cont’d)
For the year ended 31 December 2015
Notes to the Consolidated and Company Financial Statements
Buriram Sugar Public Company Limited
Buriram Sugar Public Company Limited
18 Deferred tax assets, net (Cont’d) CONSOLIDATED Depreciation Baht
Deferred tax liabilities At 1 January 2015
13,489,405
Charged to profit or loss
-
At 31 December 2015
13,489,405
Deferred tax liabilities
13,489,405
At 1 January 2014 Charged to profit or loss
-
At 31 December 2014
13,489,405
COMPANY Provision for employee benefits Baht
Fair value adjustment available-forsale investments Baht
Allowance for doubtful Baht
Total Baht
Deferred tax assets At 1 January 2015
2,349,719
9,795,460
-
12,145,179
Charged/(credited) to profit or loss
44,171
(887,652)
-
(843,481)
Credited to comprehensive income
(170,725)
-
15,364
(155,361)
At 31 December 2015
2,223,165
8,907,808
15,364
11,146,337
At 1 January 2014
2,656,815
11,307,080
-
13,963,895
Charged/(credited) to profit or loss
306,093
(1,511,620)
-
(1,205,527)
Credited to comprehensive income
(613,189)
-
-
(613,189)
At 31 December 2014
2,349,719
9,795,460
-
12,145,179
176 Annual Report 2015
Buriram Sugar Public Company Limited
19 Trade and other payables CONSOLIDATED
Trade payables - third parties
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
300,961,185
277,566,601
1,564,307
1,304,009
Trade payables - related parties
1,079,608
4,770,117
136,437,972
240,081,581
Accrued expenses - third parties
43,879,927
27,376,513
6,081,802
1,216,911
8,046,427
9,659,590
-
-
25,188,898
144,545,281
180,000
-
2,396,286
-
-
-
28,440,109
22,563,216
-
-
2,270,608
2,178,477
939,751
731,826
512,263,048
488,659,795
145,203,832
243,334,327
Accrued expenses - related parties Advance received for goods Deferred revenue from Office of the Cane and Sugar Fund Other payables - third parties Other payables - related parties
177 Annual Report 2015
20 Borrowings CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Current Bank overdrafts
8,344
34,435,771
-
-
1,481,960,256
2,174,930,649
1,365,000,000
1,270,000,000
304,304,422
159,878,070
-
-
10,566,953
10,150,845
-
10,656
1,796,839,975
2,379,395,335
1,365,000,000
1,270,010,656
1,390,186,734
452,901,495
-
-
14,069,629
9,673,567
-
-
850,000,000
-
850,000,000
-
Total non-current portion of long-term borrowings
2,254,256,363
462,575,062
850,000,000
-
Total borrowings
4,051,096,338
2,841,970,397
2,215,000,000
1,270,010,656
Short-term borrowings from financial institutions Current portion of long-term borrowings: - Financial institutions - Hire purchases Total current borrowings Non-Current portion Long-term borrowings from financial institutions Hire purchases Debentures
As at 31 December 2015 and 2014, all borrowings are in Thai Baht currency.
As at 31 December 2015, the Group has no inventories pledged as a security for borrowings (2014: Baht 57.35 million) (Note 10). As at 31 December 2015, long-term borrowings from financial institutions were secured by pledge of property, plant and equipment at net book value of Baht 2,096 million (2014 : Baht 1,414 million) (Note 15). Under the long-term borrowing agreements, the Group has to comply with terms and conditions as specified in the agreements, for examples, to maintain shareholdering structure ratio, to manain debt to equity ratio, to maintain debt service coverage ratio, to be listed entity in the Stock Exchange of Thaialnd by the ultimate parent company, etc. 178 Annual Report 2015
Buriram Sugar Public Company Limited
Short-term borrowings As at 31 December 2015, short-term borrowings are bills of exchange and promissiory notes with financial institutions at Baht 1,481.96 million in the consolidated financial statements and Baht 1,365 million in the Company financial statements. These promissory notes bear interest at the rates between 3.40% and 5.50% per annum with 3-6 month period maturities (2014: Baht 2,174.93 million and Baht 1,270 million in the consolidated and company financial statements, respectively, bear interest at the rates between 2.40% and 6.88% per annum with 3-6 month period maturities). The movements of long-term borrowings (excluded hire-purchase liabilities) for the year ended 31 December 2015 and 2014 is as follows:
CONSOLIDATED
Opening balance Additions Issuance of debentures Repayment Closing balance
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
612,779,565
777,024,118
-
-
1,709,277,400
-
-
-
850,000,000
-
850,000,000
-
(627,565,809)
(164,244,553)
-
-
2,544,491,156
612,779,565
850,000,000
-
179 Annual Report 2015
Movement of long-term borrowings and debentures during the year ended 31 December 2015 is as follow:
Long-term borrowings All new long-term borrowings are long-term loans of a subsidiary of the Company entered into with a local financial institution as detailed below. - On 23 January 2015, the subsidiary entered into a credit facility agreement with a financial institution of Baht 460 million. The loan is guaranteed by the ultimate parent company. The loan bears interest at MLR minus a certain margin per annum. The interest is paid on a monthly basis, where the principal is repaid annually within 6 years at the minimum payable amount of Baht 72 million per year. The remaining principal will be paid in the last year. As at 31 December 2015, the subsidiary has outstanding loan at Baht 460 million. - On 18 March 2015, the same subsidiary entered into additional credit facility agreement with the financial institution of Baht 300 million. The loan is guaranteed by the ultimate parent company and pledged by property, plant and equipment of the subsidiary. The loan bears interest at MLR minus a certain margin per annum. The interest is paid on a monthly basis, whereas the principal is repaid annually within the 6 years 6 months. The principal is repayable equally at each year, commencing 30 June 2016. As at 31 December 2015, the subsidiary has outstanding loan at Baht 275 million. - On 28 July 2015, the same subsidiary entered into additional credit facility agreement with the same financial institution of Baht 365 million. The loan is guaranteed by the ultimate parent company. The loan bears interest at MLR minus a certain margin per annum. The interest is paid on a monthly basis, where the principal is repaid annually within 6 years at the minimum payable amount of Baht 60.9 million per year, commencing 2016. As at 31 December 2015, the subsidiary has outstanding loan at Baht 280 million.
Debentures - On 7 October 2015, the Company issued unsecured and non-subordinated debentures with named holders with a total face value of 250,000 units, with face value of Baht 1,000 each. The debentures bear interest at fixed rate of 4.30% per annum. The interest is payable semi-annually starting from 7 April and 7 October of every year. The debentures will be redeemed on 7 October 2017. The redeemed amount is as same as the face value of Baht 250 million. - On 26 November 2015, the Company issued unsecured and non-subordinated debentures with named holders with a total face value of 600,000 units, with face value of Baht 1,000 each. The debentures bear interest at fixed rate of 4.50% per annum. The interest is payable semi-annually starting from 26 May and 26 November of every year. The debentures will redeemed on 26 November 2017. The redeemed amount is as same as the face value of Baht 600 million. 180 Annual Report 2015
Buriram Sugar Public Company Limited
The interest rates on the long-term loans and debentures (excluded hire-purchase liabilities) are as follows: CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Long-term borrowings and debentures - At fixed rates
850,000,000
-
850,000,000
-
- At floating rates
1,694,491,156
612,779,565
-
-
Total
2,544,491,156
612,779,565
850,000,000
-
The weighted average effective interest rates at the statements of financial position date were as follows:
CONSOLIDATED
COMPANY
2015
2014
2015
2014
%
%
%
%
Bank overdrafts
7.18
7.50
-
-
Short-term borrowings from financial institutions
4.02
5.00
4.09
5.43
Long-term borrowings from financial institutions
5.37
6.77
-
-
Debentures
4.44
-
4.44
-
Maturity of long-term borrowings and debentures (excluded hire-purchase liabilities) were as follows: CONSOLIDATED
Within 1 year Later than 1 year but not later than 5 years Later than 5 years
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
304,304,422
159,878,070
-
-
1,989,735,412
452,901,495
850,000,000
-
250,451,322
-
-
-
2,544,491,156
612,779,565
850,000,000
-
181 Annual Report 2015
Credit facilities As at 31 December 2015, the Group had financial credit limit of long-term borrowings from local financial institutions totaling of Baht 2,145 million with money market interest rate, which have not been drawn down amounting to Baht 229 million.
Hire-purchase liabilities The present value of hire-purchase liabilities as at 31 December 2015 and 2014 is as follows:
CONSOLIDATED AND COMPANY 2015 Within 1 year Baht
2 - 5 years Baht
Total Baht
Hire-purchase liabilities-minimum payments
11,793,706
15,143,496
26,937,202
Less Deferred interest on hire purchases
(1,226,753)
(1,073,867)
(2,300,620)
10,566,953
14,069,629
24,636,582
CONSOLIDATED AND COMPANY 2014 Within 1 year Baht
Hire-purchase liabilities-minimum payments Less Deferred interest on hire purchases
2 - 5 years Baht
Total Baht
11,080,831
10,135,487
21,216,318
(929,986)
(461,920)
(1,391,906)
10,150,845
9,673,567
19,824,412
182 Annual Report 2015
Buriram Sugar Public Company Limited
21 Other current liabilities CONSOLIDATED
Undued Output VAT
2015
2014
2015
2014
Baht
Baht
Baht
Baht
13,136,694
22,589,247
1,647,993
5,048,395
-
668,255
-
-
11,761,887
6,023,400
4,479,817
1,645,673
2,009,470
2,208,225
-
-
26,908,051
31,489,127
6,127,810
6,694,068
Revenue Department payables Withholding tax payables Others
COMPANY
22 Employee benefit obligations CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Statements of financial position Retirement benefits
32,793,290
30,837,042
11,969,450
11,748,599
3,369,970
4,672,515
1,165,554
1,530,466
Statements of comprehensive income Retirement benefits
The movement in the defined benefit obligations over the period is as follows: CONSOLIDATED
Beginning balance
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
30,837,042
32,710,569
11,748,599
13,284,077
Current service costs
2,102,173
3,292,315
708,918
981,862
Interest costs
1,267,797
1,380,200
456,636
548,604
Benefits paid
(300,080)
(163,350)
(91,080)
-
Actuarial gain
(1,113,642)
(6,382,692)
(853,623)
(3,065,944)
Ending balance
32,793,290
30,837,042
11,969,450
11,748,599
183 Annual Report 2015
The principal actuarial assumptions used were as follows: CONSOLIDATED
COMPANY
2015
2014
2015
2014
%
%
%
%
Discount rate
4.08%
4.28%
4.08%
4.28%
Future salary increases
4.23%
5%
4.23%
5%
100% of TMO 2008
100% of TMO 2008
100% of TMO 2008
100% of TMO 2008
0 - 20%
0 - 14%
0 - 20%
0 - 14%
Mortality rate Resignation rate by span of age
CONSOLIDATED Impact on defined benefit obligation Change in assumption
Increase in assumption
Decrease in assumption
Discount rate
0.5%
Decrease by 4.0%
Increase by 4.3%
Salary growth rate
0.5%
Increase by 4.2%
Decrease by 4.0%
COMPANY Impact on defined benefit obligation
Change in assumption
Increase in assumption
Decrease in assumption
Discount rate
0.5%
Decrease by 3.9%
Increase by 4.1%
Salary growth rate
0.5%
Increase by 4.1%
Decrease by 3.9%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the statement of financial position. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous year. 184 Annual Report 2015
Buriram Sugar Public Company Limited
Through its defined benefit retirement benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed below: Changes in bond yields
• A decrease in Government bond yields will increase plan liabilities.
• The weighted average duration of the defined benefit obligation is 24 years.
• The Group use the cashflows from operating activities to pay the retirement benefits.
• Expected maturity analysis of retirement and other long-term benefits: CONSOLIDATED
Retirement benefits
Less than a year Baht million
Between 1-5 years Baht million
More than 5 years Baht million
Total Baht million
7.36
8.39
39.52
55.27
COMPANY
Retirement benefits
Less than a year Baht million
Between 1-5 years Baht million
More than 5 years Baht million
Total Baht million
3.2
2.5
14.8
20.5
23 Share capital ISSUED AND FULLY PAID-UP Authorised number of shares
As at 1 January 2014 Issue of shares As at 31 December 2014 Issue of shares As at 31 December 2015
Number of ordinary shares
Premium on share capital Baht
Ordinary share Baht
676,750,000
507,567,500
507,567,500
11,504,750
-
169,182,500
169,182,500
943,161,063
676,750,000
676,750,000
676,750,000
954,665,813
-
-
-
-
676,750,000
676,750,000
676,750,000
954,665,813
As at 31 December 2015, the total number of authorised ordinary shares is 676,750,000 shares (2014 : 676,750,000 shares) with a par value of Baht 1 per share (2014 : Baht 1 per share). The issued and fully paid-up ordinary shares is 676,750,000 shares. 185 Annual Report 2015
Initial Public Offering In October 2014, the Company offered its common shares to the initial public offering by issuing 169,182,500 common shares. The new shares were sold to the subscribers at price of Baht 6.80 per share (Baht 1 paid in capital and Baht 5.80 share premium) totalling Baht 1,150.44 million. The Company registered the increase in paid-up share capital with the Ministry of Commerce on 3 November 2014 and the shares of the Company begin trading in the Stock Exchange of Thailand on 6 November 2014. Directly attributable expenses of the initial public offering amounted to Baht 38.10 million were deducted from the premium on share capital received from new investors.
24 Dividends At the Annual General Meeting of Shareholders for 2015 held on 22 April 2015, the shareholders approved to pay dividends for the operation of 2014 at Baht 0.20 per share for 676,750,000 ordinary shares, totaling Baht 135,350,000. These dividends were paid to the shareholders on 20 May 2015.
25 Legal reserve CONSOLIDATED
At 1 January Appropriation during the year At 31 December
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
18,096,416
1,857,898
9,439,650
1,857,898
7,572,731
16,238,518
16,229,497
7,581,752
25,669,147
18,096,416
25,669,147
9,439,650
Under the Public Limited Company Act., B.E. 2535, the Company is required to set aside as a legal reserve at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10% of the registered capital. The legal reserve is non-distributable.
186 Annual Report 2015
Buriram Sugar Public Company Limited
26 Other income CONSOLIDATED
Interest income
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
24,707,039
3,850,748
163,170,588
70,065,260
Dividend income
153,510
153,510
96,059,620
141,049,735
Other services income
433,368
601,727
111,623,380
109,268,080
Reversal of allowance for doubtful accounts
5,890,816
727,660
5,890,816
727,660
Gain on disposals of property, plant and equipment
6,764,172
495,325
502,489
495,325
Gain on foreign exchange rate
6,124,926
9,792,503
-
-
Compensation for breach of sale contract
14,039,115
-
-
-
Others
11,093,892
18,091,828
612,965
2,790,380
69,206,838
33,713,301
377,859,858
324,396,440
27 Expenses by nature The following expenditure items, classified by nature, have been charged in arriving at the operating profit: CONSOLIDATED
Raw materials and supplies used
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
2,363,393,405
2,414,266,343
227,534
392,551
Depreciation and amortisation
160,525,162
93,128,031
2,567,000
3,540,819
Repair and maintenance expense
183,671,854
78,760,042
912,491
879,476
Transportation expenses
149,787,857
135,787,834
-
-
Staff costs
386,056,935
306,821,026
93,515,214
76,010,378
Fees paid to the Office of the Cane and Sugar Fund
319,575,472
301,360,238
-
-
187 Annual Report 2015
28 Income tax CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Current tax: Current tax on profits for the year
44,021,599
28,328,244
18,462,221
2,656,791
Total current tax
44,021,599
28,328,244
18,462,221
2,656,791
Origination and reversal of temporary differences
9,680,145
21,825,492
843,481
1,205,527
Total deferred tax
9,680,145
21,825,492
843,481
1,205,527
Total tax expense
53,701,744
50,153,736
19,305,702
3,862,318
Deferred tax:
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the home country of the Company as follows: CONSOLIDATED
Profit before tax
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
326,048,908
286,463,017
191,701,675
151,777,219
65,209,781
57,292,603
38,340,335
30,355,444
(33,040,005)
(11,613,397)
(23,120,135)
(27,293,043)
Expenses not deductible for tax purpose
21,531,968
4,474,530
4,085,502
799,917
Total tax expense
53,701,744
50,153,736
19,305,702
3,862,318
Tax calculated at a tax rate of 20% (2014: 20%) Tax effect of: Income not subject to tax
188 Annual Report 2015
Buriram Sugar Public Company Limited
29 Basic earnings per share Basic earnings per share is calculated by dividing the net profit attributable to shareholders of the Company by the weighted average number of ordinary shares in issue during the year. CONSOLIDATED
Net profit attributable to shareholders of the Company (Baht) Weighted average of issued ordinary shares during the year (Shares) Basic earnings per share (Baht)
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
271,964,585
235,967,740
172,395,973
147,914,901
676,750,000
534,914,808
676,750,000
534,914,808
0.40
0.44
0.25
0.28
There are no dilutive potential ordinary shares in issue during the year presented.
30 Related party transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the Company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. As at 31 December 2015, the Company is controlled by Buriram Capital Co., Ltd., which owns 50% of the Company’s issued shares (2014: 50%).
189 Annual Report 2015
The following material transactions were carried out with related parties:
a) Business transactions with related parties CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Related parties : Subsidiaries Dividend income
-
-
96,059,620
141,049,735
Interest income
-
-
162,834,530
68,575,030
Other income
-
-
111,623,380
109,100,000
Administrative expenses
-
-
1,136,412
1,257,050
2,068,353,688
2,135,044,696
-
-
240,000
200,000
-
120,000
Cost of sales and services
11,588,989
16,545,248
-
-
Selling expenses
54,423,628
99,059,213
-
-
-
175,480
-
-
Other related parties Revenues from sales and services Other income
Administrative expenses
During the year 2015, subsidiaries have purchased land from directors amounting to Baht 4.22 million. The payments have been made and assets have already transferred.
190 Annual Report 2015
Buriram Sugar Public Company Limited
b) Outstanding balances arising from sales/purchases of goods/services CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
Trade accounts receivables - related parties: Subsidiaries Other related parties
-
-
25,190,755
77,168,326
7,529,658
125,745,905
-
-
7,529,658
125,745,905
25,190,755
77,168,326
16,696,846
19,861,914
-
413,932
-
-
127,633,060
166,865,552
-
-
136,437,972
240,081,581
1,079,608
4,770,117
-
-
1,079,608
4,770,117
136,437,972
240,081,581
-
-
-
84,700
10,317,035
11,838,067
939,751
647,126
10,317,035
11,838,067
939,751
731,826
Farmer receivables - related parties Other related parties Other receivables - related parties Subsidiaries Trade accounts payables - related parties: Subsidiaries Other related parties Other payables - related parties: Subsidiaries Other related parties
191 Annual Report 2015
c) Long-term loans to subsidiaries CONSOLIDATED
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
- Current portion of long-term loans
-
-
74,000,000
-
- Long-term loans
-
-
3,317,568,630
2,183,190,318
-
-
3,391,568,630
2,183,190,318
As at 31 December 2015, interest rates for long-term borrowings to related parties were between 5.90% and 6.75% per annum (2014 : rates between 6.75% and 6.88% per annum).
d) Directors’ and management’s remuneration CONSOLIDATED
Short-term benefits Post-retirement benefits
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
49,850,052
47,685,998
23,007,552
22,231,875
881,979
622,079
417,888
202,263
50,732,031
48,308,077
23,425,440
22,434,138
Director’s and management’s remuneration represents salaries, meeting fees and other benefits.
e) Foreign currency forward contracts The Group has entered into foreign currency forward contracts through Kahphol Co., Ltd. which is a related party, contract value amounting to USD 2,500 million (2014 : USD 28.50 million).
192 Annual Report 2015
Buriram Sugar Public Company Limited
31 Fair values of financial assets and liabilities The carrying amounts of cash and cash equivalents, short-term investments, trade receivables, other short-term receivables, trade payables, other short-term payables, short-term loans from financial institutions approximate their fair values due to the short-term maturity period. The fair values of long-term loans to related parties and long-term loans from financial institutions with floating interest rates approximate their carrying amounts. The carrying amounts and fair values of debentures in the consolidated and company financial statements are as follows: CARRYING AMOUNT
Fair value
FAIR VALUE
2015
2014
2015
2014
Baht
Baht
Baht
Baht
850,000,000
-
850,359,565
-
The fair values of debentures are calculated by applying the latest closing bid price on the statement of financial position date referred from the Thai Bond Market Association. This is a level 2 fair value measurement.
32 Promotion privileges By virtue of provisions of the Industrial Investment Promotion act of B.E 2520, the subsidiaries were granted privileges by the Board of Investment which included exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is first derived from such operation. The details of each privilege are as follows: Certificate
Privilege section
Date
Nature of privilege business
2003(1)/2554
25,26,28,31,34,35
17 August 2011
1006(1)/2558
25,26,28,31,34,35
5 January 2015
Generating electricity from biomass type 7.1 Generating electricity from biomass type 7.1
First derived income date
Expiry date
11 May 2012
11 May 2020
7 April 2015
7 April 2035
In addition, BOI certificate No.2003(1)/2554 and 1006(1)/2558 the subsidiaries receive a 50% reduction in the normal income tax rate on the net profit derived from promoted business for a period of 5 years, as from the expiry date in the table above. 193 Annual Report 2015
33 Commitments and contingent liabilities (a) Capital commitments Capital expenditure contracted for at the statement of financial position date but not recognised in the financial statements is as follows: CONSOLIDATED
Property, plant and equipment
COMPANY
2015
2014
2015
2014
Baht
Baht
Baht
Baht
247,492,286
3,897,000
12,076,452
-
(b) Sales commitments As at 31 December 2015, the Group had commitments relating to the sales agreements but not yet delivered amounting to Baht 42 million (2014: Bath 1,535 million).
(c) Commitments under Electricity sale/purchase agreements Buriram Energy Co., Ltd, the subsidiary company has entered into electricity sale/purchase agreement with the Provincial Electricity Authority (PEA) with a term of 5 years from 11 May 2012, and can be extendable for another 5 years. Under the terms of the agreement, the subsidiary and PEA must comply with specified conditions. Buriram Power Co., Ltd, the subsidiary company has entered into electricity sale/purchase agreement with the Provincial Electricity Authority (PEA) with a term of 20 years from 7 April 2015. Under the terms of the agreement, the subsidiary and PEA must comply with specified conditions.
(d) Bank guarantees As at 31 December 2015, a subsidiary had outstanding letters of guarantee of Baht 4.6 million issued by local financial institutions as collaterals of Provincial Electricity Authority for electrical usage (2014: Baht 3.6 million). As at 31 December 2015, a subsidiary had outstanding letter of guarantee of Baht 50 million issued by a local financial institution as a collateral of another local financial institution for loans (2014 : None).
34 Event after the reporting period At the Company’s Board of Directors’ meeting on 26 February 2016, it approved a dividend payment for the operating result of 2015 at Baht 0.22 per share for 676,750,000 ordinary shares, amounting to Baht 148,885,000. However, the approval for the dividend payment shall be proposed to the Annual Shareholders’ Meeting for the year 2016 for further consideration and approval. 194 Annual Report 2015
Buriram Sugar Public Company Limited
Management Discussion and Analysis 1. Overview of Operation Performance During the year end of December 31, 2013 to December 31, 2015 The details of the change of operations in the past are as follows: Sugarcane plantations volume including sugarcane farmers who sell to companies has increased every year. Due to the policy of Company focusing on promoting sugarcane farmers in the area around the plant with a high yield of good quality cane. Together with the development of management system to ensure the stability of the productivity and profitability of farmers which led to the increase of sugar production. Total income of the Company in 2013 and 2014 were 3984.52 million baht and 3954.03 million baht respectively, the lower revenues due to lower world sugar prices has also lowered sugar export price in 2015,total revenue of the Company was 4,295.85 million baht, increase from the previous year because the Company increased manufacturing and distributing of molasses, fertilizer and electricity. Approximately 70 percent to 85 percent of revenue from sales of sugar was from sugar export to the world market And such prices tied to world prices thus, the price of sugar on the world market thereby directly affecting the Company's revenues which average price of raw sugar of New York No. 11 market decreased from 21.57 cents / lb in 2012 to 17.47 and 16.34 cents / lb in 2013 and 2014 respectively made an income from the sales of sugar decreased from 3074.75 million baht in 2013 to 3037.72 million baht in 2014 and later in 2015, although the average price of raw sugar of New York No. 11 market dropped to 14.37 cents / lb, but the volume sales increased make an income from the sale of sugar has increased to 3072.30 million baht. Sugar's produced and sold increase from 189 000 tons in 2013 to 201,000 tons in 2014 and 226,000 tons in 2015, despite the drop of raw sugar average price, this affected the Company's revenue more than sales volume. In part of byproducts of the business in the year 2012, a subsidiary of company, Buriram Energy Co., Ltd. or BEC has started production and sells electricity commercially to Provincial Electricity Authority (PEA) in May 2012. Moreover, another subsidiary of company, Key Brand Fertilizer Co., Ltd. or KBF the Company added value with by-products by having production and distribution of fertilizer in November of 2014. There were profits and cash flow from operations improved steadily and in 2015. A subsidiary of the Company, Buriram Power Co., Ltd. or BPC has started production and sell electricity commercially from bagasse for the PEA in April 2015. In the years 2014 and 2015, enabling the Company to pay the loan on time and remaining investing amount to increase competitiveness in the long-term future.
195 Annual Report 2015
Net profit of the Company Group in the year 2013, 2014 and 2015 was 205.56 million baht, 236.31 million baht and 272.35 million baht respectively. In 2014 net profit increased compared to the year 2013 due to revenue from the electricity business margin increased for the year 2015, although the average price of sugar was lower. The net profit increased of revenues was from electric power plant, which started the second plant business, BPC which produce and distribute of electricity in the year 2015. Total assets of December 31, 2013, 2014 and 2015 were 3897.89 million baht, 5,385.67 million baht and 6762.10 million baht respectively. Most of increasing of total assets was the money gave to sugarcane planters with increased volume of production and in property investment of lands, buildings and equipment for capacity expansion. Investment on product is continuing developed such as the production of producing electricity from bagasse and producing organic fertilizer from filter cake. Trade accounts receivable of December 31, 2015 decreased to 227.94 million baht (in the year 2014 was 302.87 million baht) is due to exporting sugar delivery took place during the end of year 2014. Total liabilities of December 31, 2013, 2014 and 2015 were 3263.21 million baht, 3.397.26 million baht and 4635.93 million baht respectively. The increase in total liabilities mainly due to the increase of short-term loans from financial institutions for paying the rising number of cane farmers. Shareholders 'equity of December 31, 2013, 2014 and 2015 were 634.67 million baht 1988.40 million baht and 2126.17 million baht respectively. The shareholders' equity increased due to steadily good performance. The capital increased by offering shares to the public especially in 2014. Due to year 2015, there was a new financial reporting standards agreements to take effect, however it does not impact significantly on the financial statements of the Company.
196 Annual Report 2015
Buriram Sugar Public Company Limited
2. Analysis of Operating Results
A. Income CHECK STATEMENTS FOR THE YEAR ENDED DECEMBER 31 2013 Million baht
2014
2015
percent
Million baht
percent
Million baht
percent
1. Income from sales and services 1.1 Income from the sale of sugar and molasses 1.1.1 Sugar Domestic Brown sugar
886.64
22.12
908.37
22.97
961.78
22.39
Total Income for the sale of sugar in the country
886.64
22.12
908.37
22.97
961.78
22.39
Raw sugar
2,188.11
53.42
2,129.35
53.85
2,110.52
49.13
Total Income for the sale of sugar abroad
2,188.11
53.42
2,129.35
53.85
2,110.52
49.13
Total Income for the sale of sugar
3,074.75
75.54
3,037.72
76.82
3,072.30
71.51
Domestic
293.59
7.32
290.32
7.34
358.09
8.33
Total Income for the sale of molasses in the country
293.59
7.32
290.32
7.34
358.09
8.33
Total Income for the sale of sugar and molasses 3,368.34
82.66
3,328.04
84.16
3,430.39
79.85
1.2.1 Income from electricity sales
132.62
3.31
182.53
4.61
279.00
6.49
1.2.2 Income from fertilizer sales
275.13
6.86
285.04
7.20
378.30
8.81
1.2.3 Income from sales and services
202.78
6.22
124.71
3.15
138.96
3.23
Total income from other related businesses
610.53
16.39
592.28
14.97
796.26
18.53
Income from sales and services
3,978.87
99.25
3,920.32
99.15
4,226.65
98.39
2. Other income
29.93
0.75
23.92
0.60
63.08
1.47
3. Profit (loss) on currency exchange
(24.24)
(0.60)
9.79
0.25
6.12
0.14
3,984.56
100
3,954.03
100
4,295.85
100
Abroad
1.1.2 molasses
Total income
197 Annual Report 2015
Income from sales and services. For the year accounting period ended of December 31, 2012 to December 31, 2014, the Group's income was from sales and services with 3888.03 million baht, 3978.86 million baht and 3920.32 million baht respectively which grossed from sales and services in 2013 increased to 90.84 million baht or equivalent to 2.28 percent due to starting of electricity businesses with the Provincial Electricity Authority (PEA). In the year 2014, the income from sales and services was 3920.32 million baht which reduced from 2013 due to the price of the average sugar sales reduced from sugar prices in the world market. In the year 2015, the income from sales and services was 4,226.65 million baht which increase 306.33 million baht or 7.81 percent as well as the volume of production and sale of fertilizers, molasses and electricity also increased. 1.1 Income from the sale of sugar and molasses. Income from the sale of sugar and molasses is the main income of the Company with 82 to 92 percent of total revenue. The following table shows the average price and the amount of sugar and molasses distributed by company. CHECK STATEMENTS FOR YEAR ENDED
The average price per ton Domestic brown sugar Aboard brown sugar Aboard raw sugar Molasses Sugar sold volume Domestic brown sugar Aboard brown sugar Aboard raw sugar Molasses
DEC 31, 2013
DEC 31, 2014
DEC 31, 2015
THB per ton
THB per ton
THB per ton
19,063 15,320 3,471 kiloton 46.51 142.83 84.59
18,820 13,922 4,013 kiloton 48.26 152.95 72.36
18,890 12,600 4,113 kiloton 50.92 167.50 87.06
198 Annual Report 2015
Buriram Sugar Public Company Limited 1.1.1 Income from the sale of sugar
the sale of 8,000 tons since the some of molasses produced in the season 2013/2014 was sold in December 2013.
For the year ended of December 31, 2014, the Group's income from the sale of sugar was 3037.72 million baht decreased from 2013 37.03 million baht or equivalent to 1.20 percent due to the following factors:
For the year ended of December 31, 2558, the Group's income from sale of molasses was 358.09 million baht increased from the same period in 2014 67.77 million baht or 23.34 percent due to higher sale volume of approximately 14,700 tons since the Company’s productivity has increased.
1. Sugar price in the world market continuously declined, the price of sugar exported decreased. 2. Sugar sales volume of the Company for the year 2014 was approximately 0.20 million tons due to the number of farmers who sell sugar cane to the Group have increased as a result, companies can produce and sell more sugar.
1.2 Income from other related businesses. 1.2.1 Income from electricity sale For the year ended of December 31, 2014 income of electricity sale was 182.53 million baht increased from the same period of last year 49.91 million baht, or 37.63 percent as the manufacture and supply of electricity has increased. There was electricity production approximately 10 months and the unit price of electricity rose higher.
Although the Company could export sugar to other countries in greater quantities but because of the volume of sugar exporting to foreign countries is about 75 percent of the total sales volume of sugar, the impact of world sugar price volatile effected the income from the sale of sugar by the Group in 2014 that slightly decreased from the previous year.
For the year ended of December 31, 2015, income from electricity sales was 279.00 million baht increased from the same period of the previous year 96.47 million baht or 52.85 percent. The second power plants began to produce and sell electricity commercially from bagasse to the P.E.A in April 2015.
For the year ended of December 31, 2014, the Group's income from the sale of sugar was 3072.30 million baht increased from the same period of 2014 of 34.58 million baht or 1.14 percent due to increased volume sold. Although the average price of sugar sold in 2015 lower than in the same period of 2014.
1.2.2 Income from the sale of fertilizer Company’s Group earns income from sale of fertilizer in a part of the promotion of sugarcane planters. Cane under this promotion scheme is to be supplied to the Group to reduce the risk of raw material for the Group.
1.1.2 Income from the sale of molasses. For the year ended of December 31, 2013 the Group's income from sale of molasses was 290.32 million baht decreased from the year 2556 3.27 million baht or 1.11 percent although the price of molasses in the year 2014 is increasing but the sale volume decreased compared to the same period of the previous year due to
For the year 2013, 2014 and 2015, the Group had income from sale of fertilizer 275.13 million baht, 199
Annual Report 2015
285.04 and 378.30 respectively. The increased income was due to the Group had more sugarcane planters to attending the Company’s promotion program so the Company has sold more fertilizer.
decreased 57.46 million baht due to the bagasse sold to another person dropped because it is used as fuel to generate electricity. For the year 2014 the income from the sale of other services decreased due to lower sugarcane cutting service because cane planter could cut and delivered by themselves.
1.2.3 Income from others sales and services.
1.3 Other income
Income from sales and services segment consists primarily of the sale of products from sugarcane planting for example bagasse and other production factors for the sugarcane planter such as diesel fuel for using in agricultural machinery, weed killer and sugarcane harvesting service revenue and revenue from other sales in 2012 increased from the year 2011 217.52 million baht due to the Company sold, bagasse to a sugar factory of approximately 60 million baht and the Company began selling diesel fuel for farmers.
Other income of the Company for the year ended of December 31, 2013, 2014 and 2015, the Company had other income of Baht 29.93 million to 23.92 million baht and 63.08 million baht respectively, other income primarily consists of sale of assets gain, bad debt recoveries, interest income, and other income. For the year 2015, the other income increased 39.34 million baht due to the Company had interest income from the funds release to planter in amount of 20 million baht and compensation agreement of 14 million baht.
For the year 2013 the income from other sales
B. Cost of goods sales and services. 1. The production and distribution of sugar and molasses. STATEMENTS AUDIT FOR THE YEAR ENDED 31 DEC 2013 31 DEC 2014 31 DEC 2015
Million baht
Raw material (sugarcane) 2,166.78 The package cost 24.47 Direct labor 128.11 Cost of production 289.08 Cane and Sugar remittance for office 265.80 The total cost of producing sugar and molasses. 2,874.24
(%)
Million baht
(%)
Million baht
(%)
75.30 0.85 4.46 10.06 9.25 100.00
1,981.38 43.36 106.12 227.37 277.12 2,635.35
75.18 1.64 4.02 8.62 10.52 100.00
1,913.92 43.91 139.92 270.74 293.96 2,662.05
71.89 1.65 5.25 10.17 11.04 100.00
The cost of raw material for the accounting years 2013, 2014 and 2015 accounted for 75.30 percent, 75.18 percent, and 71.89 percent respectively. Cost of raw material due to the price of sugar cane rarely change keeping prices remained relatively stable by sharing system of 70 to 30 between sugar mills and cane planter. 200 Annual Report 2015
Buriram Sugar Public Company Limited
2. Other related businesses Cost of sales of other related costs consist of the production and distribution of electricity, the cost of production and distribution of fertilizers and cost of other sales. Main costs of production and distribution of electricity business are bagasse, depreciation of buildings and machinery used to produce electricity. Costs of production and distribution of fertilizer are two parts. There are chemical fertilizer and chemical organic fertilizer which are purchased for resale and organic fertilizer produce up by the Company. The cost of fertilizer produced by the Company will consist of waste from filter, depreciation of buildings and machinery used in production, and chemical nutrient mix to increase quality of organic fertilizer. Other cost of goods sold is mainly consists of the cost of agricultural materials such as pesticides, Sugarcane Cultivar which purchased for supporting the cane farmers including diesel fuel sold for cane farmers for using in sugarcane planters and agricultural machinery. งSTATEMENTS AUDIT FOR THE YEAR ENDED 31 DEC 2013 31 DEC 2014 31 DEC 2015
The cost of Electricity Distribution Raw material Direct labor total cost of producing The total cost of the electricity distribution The total cost of fertilizer distribution Raw material Direct labor Cost of production Goods purchased for resale Other costs The total cost of fertilizer distribution The total cost of Other Goods purchased for resale Other costs Total cost of other sales
Million baht
(%)
Million baht
(%)
Million baht
(%)
23.61 12.21 36.98 72.80
32.43 16.77 50.80 100.00
31.85 12.66 44.50 89.01
35.78 14.22 49.99 100.00
91.70 26.19 77.10 194.99
47.03 13.43 39.54 100
46.00 7.63 20.78 108.00 62.13 244.54
18.81 3.12 8.50 44.16 25.41 100.00
126.17 8.50 18.87 87.44 240.98
52.36 3.53 7.83 36.29 100.00
229.85 13.25 35.13 55.90 334.19
68.78 3.96 10.51 16.72 100.00
188.04 21.62 209.66
89.69 10.31 100.00
97.12 27.22 124.34
100.00 21.89 100.00
97.33 33.08 130.41
74.63 25.37 100.00
201 Annual Report 2015
C. Gross profit Total Gross profit for the year ended OF December 31, 2013 and 2014 were 765.82 million baht and 830.63 million baht respectively or representing a gross margin of 19.25 percent and 21.19 percent respectively. The increase of gross profit of 2014, the Company's share of income from electricity business revenues increased from sales and services. The power business gross margin was higher than the Company's other business thus making overall gross margin increased. For the year 2015, gross profit was 905.00 million baht or representing a gross profit of 21.14 percent, the gross margin slightly declined. Although the price of sugar in the world market was decreased, but the Company sold products consistently increased. Moreover the Company’s second power plant was conducted electricity sales since April 2015, making the overall gross profit remained close to the previous year. Gross profit on income for each type of company. (%) THE YEAR ENDED
Production and distribution of sugar and molasses. Production and distribution of electricity Production of Fertilizer Other business and services
31 DEC 2013
31 DEC 2014
31 DEC 2015
20.26 45.11 11.12 -3.39
20.81 49.45 15.45 0.29
15.87 30.06 11.66 6.15
1. Production and distribution of sugar and molasses. The gross margin of the production and distribution of sugar are effected from the main three reasons: 1) the price of sugar in the world market, 2) the difference between the selling price of the sugar C quota of the Company, compared with an average sugar B quota., and 3) the amount of sugar produced per ton of cane. The cost of sugar production is divided into two parts: the cost of raw materials and the cost of cane processing. The sugarcane raw material costs will vary depending on a 70:30 sharing system, if sugar prices rises, sugarcane raw material costs will rise as well. In the meantime, if the price of sugar dropped. Raw material costs are reduced accordingly. But despite the cost of sugar cane processing does not adjust the price of sugar in the world market so if the price of sugar in the world market rises, the gross margin in the sugar business will increase and vice versa, if the price of sugar in the world market dropped. Gross margin in the sugar business will be reduced.
202 Annual Report 2015
Buriram Sugar Public Company Limited
By the 70:30 revenue sharing system, the average sugar selling price of quotas B is used as one determining factor in the calculation formula. This average price represents income from all Thai sugar export, then deduct with the cost of sugar cane processing then divide the remaining 70 percent for the farmers and 30 percent for sugar mills. The 70 percent part of the sugar cane is brought to be the minimum price of sugarcane. This makes the unit price of raw material of the whole industry is equal. However, since mostly of export sugar, about 85 percent are quota C sugar and the remaining 15 percent is quota B sugar, so if the sugar supplier can sell quota C sugar higher price than the average price of quota B sugar, the gross margin would have increased. However, the difference between the prices of quota C sugar as compared to the average price of quota B sugar is uneven distribution of the situation and the decision makers at a time. Because the amount of sugar produced from a ton of cane is not the same amount every year. It depends on the quality of raw materials but the costs of other processing are not varied along with the quality of sugar so if a company can increase productivity of sugar from one ton of sugar cane, it will result in increased revenue and gross margin as well. Gross margin for the production and distribution of sugar and molasses in the year 2014 was 20.81 percent slightly increased from the year 2013 from the manufacturing performance of sugar increased. (Sugar produced from one ton of sugar cane). However, the gross margin of the sugar business in 2015 was 15.87 reduced from year 2014. The group of companies sold exported sugar about 70 to 80 percent of all the sugar sold. While the price of sugar in the world market in 2015 dropped lower than the 2014, it made the average selling price of sugar in the Group dropped accordingly. As a result, the gross margin has decreased.
2. Other related businesses Gross margin for the production and distribution of electricity in 2013 decreased from 2012 due to in 2013, there has stopped generating electricity besides the 2 months of scheduled ordinary maintenance to improve the delivery steam to the sugar mill. The revenue decreased, the gross margin decreased. For the year 2014, the gross margin increased due to rising electricity selling price and the Company has increased the Utilization Rate. The gross margin rate for the production and distribution of fertilizers are changing due to the business is conducted in both the production of organic fertilizer to resale and purchase and distribution of chemical fertilizers. The production of organic fertilizer has been sold by Cost Plus Method. While the purchase of fertilizers to be resold is a large amount purchase of chemical fertilizer at a time and gradually sold to sugarcane farmers. The price is equal to the price of chemical fertilizers in the market during that period, so in some period the fertilizer may be sold at lower price than cost of chemical fertilizer made a margin of production and distribution of fertilizers uncertainty. However, the production and distribution of fertilizer business was conducted with the main objective to help farmers who have been promoted to increase productivity and quality results in improved production and distribution of sugar and molasses including the Company's productivity for example the efficiency and quality of electricity is increased. 203 Annual Report 2015
D. Cost of sales AUDIT STATEMENTS FOR THE YEAR ENDED 31 DEC 2013
31 DEC 2014
31 DEC 2015
Million baht
%
Million baht
%
Million baht
%
69.96 52.27 11.18 9.44 142.85
48.97 36.59 7.82 6.62 100.00
64.04 63.49 17.43 15.33 160.29
39.95 39.60 10.89 9.56 100.00
45.34 102.33 13.17 14.89 175.73
25.80 58.23 7.50 8.47 100.00
Transportation cost The cost of exports. Sugar and molasses deposit cost Other cost Total
The cost of sales included transportation and export costs. Factors that affect the transportation rate is the average freight per trip and the amount of sugar sold each year. In the year 2015 the cost of exports increased along with the volume of sugar exports increased.
E. Administrative expenses AUDIT STATEMENTS FOR THE YEAR ENDED 31 DEC 2013 Million baht
Salaries and employee costs Professional / consulting fees The cost of vehicles Maintenance cost Consumable Supplies Asset Depreciation The cost of research and development. The charitable donations cost Allowance for doubtful accounts Reserve for employees' retirement Sugar cane and sugar promote Fee Other amortized cost electricity charge Others The total cost of administration.
101.61 6.41 16.28 5.34 4.35 13.36 7.73 5.71 20.33 19.96 20.88 7.49 1.13 30.72 261.29
31 DEC 2014
Percent of the cost of Million baht administration.
35.59 2.24 5.70 1.87 1.52 4.68 2.71 2.00 7.12 6.99 7.31 2.62 0.39 10.75 100.00
131.08 14.89 18.81 8.51 4.41 16.96 5.69 4.81 1.04 17.67 10.74 7.98 10.32 47.76 300.59
204 Annual Report 2015
31 DEC 2015
Percent of the cost of administration.
Million baht
Percent of the cost of administration.
43.60 4.95 6.25 2.83 1.46 5.64 1.89 1.60 0.34 5.87 3.57 2.65 3.43 15.89 100.00
159.40 31.64 18.59 7.62 8.01 22.68 12.04 7.94 2.62 3.37 13.79 3.64 55.55 346.94
45.94 9.12 5.36 2.20 2.31 6.54 3.47 2.29 0.76 0.97 3.97 0.00 1.05 16.01 100.00
Buriram Sugar Public Company Limited
Primarily administrative expenses consist of salaries and employee costs and professional / consulting fees.
For the year 2014, administrative expenses increased from the year 2013 at 39.30 million baht or 15.04 percent due to the following reasons:
1) Salaries and wages and employee costs rose to 131.08 million baht or an increase of 29.99 percent as the Company has to adjust the salary of the employee base and increased headcount in accordance with the expansion of the Company in mid-2014.
2) Professional / consulting fees is to prepare for a listing on the Stock Exchange of Thailand increasing overall 8.48 million baht.
3) The Company's provision for doubtful accounts receivables farmers decreased in 2014 to record a charge reserve for doubtful accounts receivable farmers only 1.04 million baht decreased 19.29 million baht, or 94.88 percent.
For 2015, administrative expenses increased from the year 2014 at 46.35 million baht or 15.42 percent due to the following reasons.
1) Salaries and wages and employee costs rose to 159.40 million baht or 21.60 percent due to the adjustment of salary base of the year 2014 and the Company has additional staff by hiring 32full-time employees.
2) Professional / consulting fees is increased to 31.64 million baht or 112.49 percent as advisory fees charged to the successful outcome of each work of the consultants for to be the listed company, moreover the company has hired experts involved in the project in the future.
Finance costs The financial cost of the Group for the year ended of December 31, 2013, 2014 and in 2015 were 96.94 million baht, 117.02 million baht and 125.49 million baht respectively. The increase of financial costs caused by company group has a short-term loan in order to increase the production of sugar. The use of money to promote increasing lending according to the increased the cultivated area as well.
205 Annual Report 2015
F. Profit before income tax For the year ended of December 31, 2013, 2014 and 2015 the Company had profit before income tax of 270.42 million baht, 286.46 million baht and 326.05 million baht respectively. The increase of profit before income tax was due to the increase in gross profit each year of 765.82 million baht in 2013 to 830.63 million baht in 2014 and to 905.00 million baht in 2015.
G. Corporate Income Tax For the year ended of December 31, 2013 and 2014, the Group had corporate income tax of 64.86 million baht and 50.15 million baht respectively. The reduction of income tax for the year ended of December 31, 2014 due to the profit of the power business, which has increased tax benefits so it made overall Corporate Income Tax decreased. For the year 2015, the Group's corporate income tax of 53.70 million baht, there was slightly increased from the same period of the previous year. The result was a more profitable due to the profitability of the sugar business, which decreased taxable at the earning of the power business which has increased tax benefits. It made the overall corporate income tax decreased.
H. Net profit For the year ended of December 31, 2013 to 2015, the Group had a net profit of 205.56 million baht, 236.31 million baht and 272.34 million baht respectively. The main factor of the increase of net profit is to increase the production and sale of sugar, molasses and other by-product although the price of sugar in the world market has dropped and administrative expenses increased from salaries, wages and employee costs.
206 Annual Report 2015
Buriram Sugar Public Company Limited
Financial Analysis 1. Assets Because sugar business is a business that is quite different from the general business. It is seasonal according the planting and harvesting sugarcane which are planted in October and the next harvest is in November to April of the next year, while sugar factory will purchase only during the harvest season making the Company and other sugar factory do have assets and other do not. The significant item for the sugar business is “receivables farmers�. It means of advance payments paid to farmers to encourage the cultivation of sugar cane in various formats for example the money of fertilizer or agriculture machine. In harvest season of sugarcane, farmers will deliver sugar cane to the factory to deduct the received advance payment. The farmers begin receiving money in advance, since cultivation began. The Company Group’s total assets at December 31, 2013 2014 and 2015 were 3897.89 million baht, 5385.67 million baht and 6762.11 million baht respectively. Total assets of the Group of 31 December 2015 increased from total assets of December 31, 2013 of 2864.22, or increased by an average of 36.74 per cent per year with significant changes which was the escalation of fixed assets is increased due to the expansion of sugar cane crushing capacity from 14,000 tons to 20,000 tons per day and a biomass power plant investment company of Buriram Energy Co., Ltd. (BEC) and Buriram Power Co., Ltd. (BPC). 1.1
Current Assets
Current assets of the Group of December 31, 2013, 2014 and 2015 were 1858.40 million baht, 2,106.10 million baht and 2114.28 million baht respectively. Most of current assets consist of receivables farmers and inventories. During the years 2013 to 2015 the current assets had increased from an increase of receivables farmers due to provide financial support for farmers to increase sugarcane cultivation planted area by the amount of sugar increased in case of promoting. At the end of 2015, there were accounts receivable increased since the sugarcane plantation, productivity, the greater the expansion of sugar production were increased. Trade Accounts Receivable The Company has primarily trade receivables. There consists of trade receivables of sugar production and distribution business and other related businesses, including the sale of electricity, most of the Company's major customers are foreign suppliers, enterprises with good financial position. The Company provides regularly monitoring of changes in financial position of the Group's customers so there has not been any problem with bad debt.
207 Annual Report 2015
The average of debt collection period of the Group for the years 2012 and 2013 is 7 days. The average of debt collection period of the Group is compliance with the Company's credit terms which is scheduled for 3 to 7 days for domestic sugar customers, 3 to 15 days for overseas sugar customers and 30 days for the production and distribution of electricity customers because the collection period average is short it makes the value of trade receivables at ended of period depends on the income from sales. Near the end of the period, the trade accounts receivable of December 31, 2013 was 93.41 million baht which increased 22.78 million baht from the previous year due to the sale of sugar near the end of the period higher than the previous year. For the year 2014, there was the large amount of sugar sale near the end of the year made the debt collection period average of the Group increased to 12 days and the value of trade accounts receivable at the end of the period increased to 302.87 million baht. Planters receivable - net In the business of manufacturing and sale of sugar, the Company will support the advance payments in order to encourage sugarcane farmers by providing advance payment to sugarcane planters can be a part of such investment. In December 31, 2013, 2014 and 2015 the sugarcane planters accounts receivable - net amounted to 1024.84 million baht 770.79 million baht and 908.50 million baht respectively. By the year 2013, the sugarcane planters accounts receivable - net decrease from the end of the year due to the production. Sugarcane Planters will bring sugar cane to the Company and pay the repayments made accounts receivable sugarcane planters - net decreased, and in 2015, the sugarcane planters accounts receivable – net increased from the expanded of sugarcane plant area and the advance payment.
Planter accounts receivables of the Group are divided by aging outstanding debts as follows. AUDIT STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 Million baht
Planter accounts receivables
31 DECEMBER 2014 Million baht
(%)
production season of 2016/2017 production season of 2015/2016 production season of 2014/2015 production season of 2013/2014 production season of 2012/2013 production season of 2011/2012 production season of 2010/2011 Total Planter accounts receivables Allowance for doubtful accounts Planter accounts receivables-net
241.22 739.52 16.60 4.23 133.72 1,135.29 (110.45) 1,024.84
21.25 65.14 1.46 0.37 11.78 100.00 (9.73) 90.27
Planter accounts receivables
31 DECEMBER 2015 Million baht
(%)
44.46 703.05 6.87 3.20 1.24 121.70 880.52 (109.73) 770.79
208 Annual Report 2015
5.05 79.84 0.78 0.36 0.14 13.83 100.00 (12.46) 87.54
Planter accounts receivables (%)
236.45 618.46 40.88 4.49 1.34 1.09 86.50 989.21 (80.71) 908.50
23.90 62.52 4.14 0.45 0.14 0.11 8.74 100.00 (8.16) 91.84
Buriram Sugar Public Company Limited
The Company Group has a strict policy of lending determined by several factors, the Group's debt collection experience in the past, including the ability to repay debt. The sugarcane plantations of receivables rate per rai include having employees to monitor the sugarcane plantations of farmer regularly to ensure that the debtor is able to pay the debt. The Group will be set the provision for doubtful debts considering that the planter and other farmer cannot repay the loan, for example, there was outstanding debt two-season period previously or the income of future receivables that the Company estimates those who has not enough profitable incomes that probably cannot repay the debt within a period of five years or those who stop growing sugar cane or other incidents that certainly cannot repay the debt. In the year 2013 there was allowance doubtful accounts set in the amount of 20.33 million baht, the Company expected that the allowance for doubtful accounts for those who cannot completely pay for a refund, in the year 2014 there was no allowance for doubtful debts due to be repaid by the farmer as usual. Inventories AUDIT STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
Finished products Byproduct Goods purchased for sale Inventories – Raw Material Goods in process factory supplies Total inventories Net of allowance for diminution in value Inventories - net
31 DECEMBER 2013
31 DECEMBER 2013
Million baht
Inventories (%)
Million baht
Inventories (%)
Million baht
Inventories (%)
575.78 5.37 93.52 20.01 5.85 4.58 705.11 (39.00) 666.11
81.66 0.76 13.26 2.84 0.83 0.65 100.00 (5.53) 94.47
447.22 13.18 109.17 13.57 10.85 17.22 611.21 (0.67) 610.54
73.17 2.16 17.86 2.22 1.78 2.82 100.00 (0.11) 99.89
574.32 63.48 37.20 4.67 37.29 716.96 (1.76) 715.20
80.10 0.00 8.85 5.20 0.65 5.20 100.00 (0.25) 99.75
Sugar is finished good, the byproduct are molasses, bagasse and filter waste which the Group kept as raw material to produce electricity and fertilizer respectively. The goods purchased for sale are fuel for agricultural machinery, chemical fertilizers and pesticides for sale to sugar cane planters in the form of advance payment. On 31 December 2014 the Group had finished goods of 447.22 million baht lower than the year ended of 2013, due to lower cost of production of sugar from sugar cane price reduction. The value of allowance inventories deduction of 39.00 million baht which the goods have sold out the previous year and there is no more allowance for inventory deductions because the sell price is higher than the cost of production. At year ended of 2015, the Group had finished goods of 574.32 million baht higher than the year 2014 which was 127.10 million baht or 28.42 percent increased, as the Company can produce more sugar from sugarcane crushing. 209 Annual Report 2015
1.2
Non-current assets
Non-current assets of 31 December 2013 were 2039.49 million baht, 31 December 2014 were 3279.56 million baht and 31 December 2015 were 4647.82 million baht. The non-current assets of the Group are mainly land, property and equipment and accounted of 88.27 percent, 93.06 percent and 91.75 percent of total non-current assets respectively. Land, property and equipment By the 31December 2015, the Land, property and equipment increased due to the Group's purchase of machinery to increase production capacity from the capacity of crushing 17,000 tons of sugar cane per day to 20,000 tons per day and purchase equipment for the power plant of the Buriram Power Co. Ltd. (BPC). A. Sources of the capital. Appropriate of capital structure On December 31, 2012 and 2013, the Group has shareholders' equity ratio was 5.93 times and 5.14 times, respectively, the debt equity ratio is high because the years previous year 2012, the Company has set a policy estimated the use of the machinery in the production of sugar is equal to 10 years, which is shorter than the normal lifespan of approximately 30 years. The depreciation of the year previous year 2012, thus there was high-value of company profits before the year 2012 is lower than it should be made the underperforming for shareholders. But after the estimated lifespan of the equipment by the remaining approximately 20 years, the Company's adjusted earnings increased equity ratio gradually though the capital was increase from the share offering to existing shareholders at 180.80 million baht, and to directors and employees at 18.27 million baht, it had to pay a dividend of 200.89 million baht making the sale of shares does not affect the shareholders' share. For the year 2014, the shareholders' equity increased to 2125.58 million baht due to the performance of the Company that made the ratios of debt to equity of the Group increased to 2.18 times at the end of 2015 from the issuance of debentures to invest in the expansion of sugar production and related projects. A. liabilities The Group's total liabilities on December 31, 2013, 2014 and 015 were 3263.21 million bath and 3397.26 million baht and 4,635.93 million baht respectively. Majority of liabilities were trade accounts payable and other payables including short-term loans from financial institutions and long-term loans from financial institutions. On December 31, 2013, 2014 and 2015, the Company Group had trade payables and other accounts payable of 842.60 million baht, 488.66 million baht and 512.26 million baht respectively. Most of them were payable for the sugarcane raw material, this adjustment of increase or decrease the reduction in payables for the raw material sugar cane will depend on the quantity increased or decreased purchased during the period near the end of each period. This would be changed by amount of cane ready to be harvested, cut and sold to companies.
210 Annual Report 2015
Buriram Sugar Public Company Limited
On December 31, 2013, 2014 and 2015, the Company had short-term loans from financial institutions of 1471.36 million baht, 2,147.93 million baht and 1481.96 million baht respectively. The short-term loans from financial institution that increased in 2014 because there were more farmers attended into the program, the Company has to subsidize the cultivation of sugarcane more, so there had to ask for more loans to spend on such activities including the production of finished products for sale. On December 31, 2013, 2014 and 2015, the Company had long-term loans from financial institutions of 777.02 million baht, 612.78 million baht and 1694.49 million baht respectively. On December 31, 2015 has detailed below. Credit line 1 2 3 4 5 6 7
Top line
Interest rate
(Million baht) 460.00 300.00 365.00 270.00 440.00 30.00 5.00
MLR-1.25 MLR-2.375 MLR-2.50 MLR-1.00 MLR-1.00 MLR MLR-0.50
Loan Balance (Million baht) 458.13 275.00 280.00 215.96 440.00 21.85 3.55
A. Part of Shareholders Part of shareholders of December 31, 2013, 2014 and 2015 were 634.67 million baht, 1988.17 million baht and 2125.58 million baht respectively. In the year 2014 part of shareholders had increase. This was mainly due to the share offering to the public and there was profit from the operating results of the Company. B. Liquidity (unit : million baht) ENDED YEAR 31 DEC. 2013
31 DEC. 2014
31 DEC. 2015
Cash flow before changes in assets. And operating liabilities
492.47
504.22
556.59
Net cash flow (used in) operating activities.
177.40
43.09
139.09
Net cash used in investing activities.
(757.55)
(1,354.81)
(1,330.43)
Net cash flow (used in) financing activities.
547.93
1,625.82
1,056.73
Net cash increase (decrease) in net.
(32.21)
314.09
(134.61)
211 Annual Report 2015
Net cash flow (used in) operating activities. For the year ended of December 31, 2013 the cash flow before changes in operating assets and liabilities was 492.47 million baht but due to the production of sugar increased from the previous year, the Company needed to use the cash as working capital for finished goods and the amount of sugarcane in the program also increased so the Company had to pay on the increase as the year before. Cash flow from operations is equal to 177.40 million baht. For the year ended of December 31, 2014 the cash flow before changes in operating assets and liabilities, cash flow from operations was higher than the previous year. The Company's net profit increased from power business while cash flow from operations is lower than the last year. Since the Company has not received a payment from the large quantity sale of sugar near the end of the period. For the year ended of December 31, 2015 cash flow before changes in operating assets and liabilities, cash flow from operations was higher than the previous year. The Company's net profit increased from the second power business and fertilizer businesses. Cash used in investing activities. For the year ended of December 31, 2013 the Company spent about 747 million baht in investment to increase crushing capacity of 14,000 tons of sugar cane per day to 17,000 tons of sugar cane per day. For fertilizer plant and construction of the second biomass power plant capacity of 9.9 MW, and in 2014 the Company spent approximately 1300 million baht for investment in ongoing construction projects since the end of 2013 and increasing investment capacity from 17,000 tons of sugar cane per day to 20,000 tons of sugar cane per day and construction of the second biomass power plant in 2015, the Company used the money to invest approximately 1,300 million baht for construction the ongoing projects since the end of 2014 and investment increase sugar production from 17,000 tons of sugar cane per day to 20,000 tons of sugar cane per day and construction of the third biomass power plant. Cash flow (used in) financing activities. For the year ended of December 31, 2013 the Company received short-term loans from financial institutions 692 million baht more, this short-term loan was for working capital in the purchase of sugarcane and sugar production by the Group and a long-term loan of 36 million baht to build a fertilizer plant. For the year ended of December 31, 2014 the Company received short-term loans from financial institutions 694.36 million baht more, this short-term loan was for working capital in the purchase of sugarcane and sugar production by the Group and get cash from the share offering to the public 1,112.34 million baht.
212 Annual Report 2015
Buriram Sugar Public Company Limited
For the year ended of December 31, 2015 short-term loans from financial institutions 1,056.73 million baht more long-term loan to expand the investment sugar production for the Group. Current ratio ENDED YEAR
UNIT
31 DEC 2013
31 DEC 2014
31 DEC 2015
liquidity ratio
(times)
0.74
0.73
0.90
Quick liquidity ratio
(times)
0.46
0.49
0.57
The collection period average
(times)
7
12
6
The sale period average
(days)
72
72
72
Repayment period
(days)
58
52
71
Cash Cycle
(days)
-22
-33
-7
For the year ended of December 31, 2013, 2014 and 2015 the Group's liquidity ratio has not changed much since there is no event that has a great impact to the normal operated business for the year 2015, the Group's liquidity ratios improved from the issuance of debentures to repay short-term loans. Profitability Ratio. For the year ended of December 31, 2013,2014 and 2015 gross profit margin and net profit increased as a result of the proportion of electricity business that had high-margin increases. The ratio of operating performance. For the year ended of December 31, 2013, 2014 and2015, the Company had assets rotation rate equal to 1.15 times, 0.85 times and 0.69 times respectively. The decrease of the of rotation rate of assets in 2013 and 2014 was the Company was investing to expand sugar production capacity and investments on the biomass power plant made the value of the assets increased while the Company's revenue had not increased much including the price of sugar on the world market has dropped. In addition, the rate of return on assets, return on fixed assets in 2013 and 2014 decreased from year 2012 with the same reason as the decrease of the rotation rate of assets.
213 Annual Report 2015
Financial policy ratio analysis On December 31, 2012 and 2013, the Group's debt to the shareholders ratio were 5.93 times and 5.14 times respectively. The debt equity ratio is high because the previous years of 2012, the Company has set a policy estimated the use of machinery used in the production of sugar is equal to 10 years, which is shorter than lifespan of approximately 30 years actually, thus it made high-value, so the Company profits before the year 2012 was lower than it should be. It made the shareholders underperforming but after the estimated lifespan of the equipment by the remaining approximately 20 years, the Company profit and equity ratio gradually has adjusted decreased. Though capital increase from the share offering to existing shareholders at 180.80 million baht, and to directors and employees, 18.27 million baht, it still had to pay a dividend of 200.89 million baht making the sale of shares does not affect much on the shareholders. For the year 2014 the shareholder's equity increased to 1,988.40 million baht due to 1) the shares were offering to the public, 1,112.34 million baht received from the sale of shares and 2) the performance of the Company made Debt/Equity ratios decreased to 1.71 at the end of 2014. For the year 2015, the shareholder's equity increased to 2,126.17 million baht due to the operating performance and offering the debenture to public for production as a result of Debt/Equity Ratio (D/E) of the Company increased to 2.18 at the end of year. Potential liabilities obligations. On December 31, 2015, the Company had liabilities that may arise from the use of bank certificate for the purchase of electricity from the PEA of 4.60 million baht and is obliged to sugar exports sells of 42 million baht.
Critical factors that may affect future operating results. Sugar prices in the world market The main income of the Company about 60 percent of total revenue as revenue from sugar exports to foreign countries. Sugar prices in the world market, thereby affecting the Company's sales. The fluctuations in world market prices based on demand and supply in the market. Although sugar prices affect the Company's revenue, to calculate the price of sugarcane as the raw material of sugar production in sugar cane industry in Thailand it follow the 70:30 revenue sharing system, so if the world market price of sugar is low the sugar cane prices is low. If the world market price of sugar is high the sugar cane price is high as well.
Sugarcane costs Sugar cane and sugar industry in Thailand has determined the allocation of benefits between cane farmer and sugar mill at a ratio of 70:30 which sugar factory must pay the sugar cane price calculated by the Office of the Cane and Sugar to share 70 percent benefits from the production of sugar. 214 Annual Report 2015
Buriram Sugar Public Company Limited
Cane and Sugar Board calculated the price for paying to farmers by reference of TCSC. The actual sales of the quota B so it variable on the price of raw materials of Sugarcane and sugar that can be sold by the Thai Cane and Sugar Co., Ltd. and if the Company is sold in the international market, sugar prices were lower than the Company Thai Cane and sugar Co., Ltd. does, the margin of Companies would be declined but if the Company sales price more than the average of the Thai Cane and Sugar Co., Ltd. does, the Company will have profits and margins increased. However, the Company has to manage such risks by tracking period included sale price of the Thai Cane and Sugar Co., Ltd. closely to plan and ensure that the price of sugar in the quota C is reasonable and not lower than the average of the sale price of Cane and sugar Thailand Co., Ltd.
Raw material supply Factors that impact sugarcane such as.
A. The amount of space in the cultivation of sugarcane changed. This could be caused by cane farmers to plant other crops that yield higher or can be caused by a policy of government promoting policies promoting renewable energy crops such as palm oil and rubber, etc.
B. Climate, rainfall, irrigation system, the integrity of the soil, varieties of sugarcane and other diseases which all effect the amount of cane to be grown per rai. If factors changes could be reduced of cane productivity.
C. Cane poaching in the area, if the sugar factory nearby offers higher price to purchase sugarcane from farmer than BSF offer, the sugarcane planters sugar may sell to a factory with higher price that making the BSF has lower sugarcane.
If sugar cane which is the raw material to produce sugar is reduced, the Company may not be able to produce sugar in sufficient quantities to distributors. Moreover, if the quantity of cane is insufficient production capacity it may result in higher cost of production and thus the net profit decreased respectively.
215 Annual Report 2015
Being controlled by the government The cane and sugar industry in Thailand, the industry is regulated by the Cane and Sugar Board under Cane and Sugar ACT 1984. The law is governing industrial sugar throughout supply-chain process from management in sugarcane, sugar export, sales volumes and allocated sugar quota (Quota A is domestic sale, Quotas B and C is overseas sales). Retail sugar prices in the country as well as the sharing of benefits between sugarcane farmer and sugar factories in a ratio of 70:30 by the Minister of Industry. Minister of Agriculture and the Minister of Commerce are acting according to the law. So, if the policy of sugar price adjustment in the country or if a change in the regulations or policies of such Act, it could affect the financial results of the Company and companies in the sugar industry significantly.
exchange rate The Company recognizes income from sugar exports are denominated in US dollars accounted for about 80 percent of revenue from sales of whole sugar and molasses therefore, the risk of fluctuations in exchange rates will affect the results of the Company's operations and revenues of the Company.
Future Plans The Company plans to invest in the one another biomass power plant by using raw materials from bagasse in order to maximize the benefits investment in the production of sugarcane. If the project is successful, it will increase revenue for the Company in the future.
Other information related - none -
216 Annual Report 2015
Buriram Sugar Public Company Limited Head Office/Factory : 237 Moo.2, Hinlekfai, Kumueang, Buriram 31190 Tel. 04-465-9020-3, Fax 04-465-9020-3 Bangkok Office : 128/77-78 Phayathai Plaza Building 7th Fl., Phayathai Road, Ratchathewi, Bangkok 10400 Tel. 0-2216-5820-2, Fax 0-2216-5823 www.buriramsugar.com