Content
Message from Chairman
1
2
Financial Highlights
01 / 001
Company Structure
01 / 002
Company Overview
01 / 003
Noble Development Projects
01 / 005
Revenues Structure
01 / 008
Industrial Situation and Competition
01 / 009
Risk Factors
01 / 014
Shareholders
01 / 018
Organization Chart
01 / 019
The Board of Directors
01 / 020
The Audit Committee
01 / 022
The Nomination Committee
01 / 023
The Remuneration Committee
01 / 024
The Executives
01 / 025
Nomination of the Board of Directors and Remuneration
01 / 026
Board of Directors, Audit Committee and Executive Officers
01 / 028
Corporate Governance
01 / 033
The Audit Committee’s Report
01 / 043
Charts of Operating Performance and Revenue Structure
01 / 045
Analysis of Financial Status and Operating Results
01 / 048
Remunerations for External Auditor
01 / 050
Company Factsheet
01 / 051
Auditor’s Report
02 / 054
Consolidated and Company Balance Sheets
02 / 055
Consolidated and Company Statements of Income
02 / 059
Consolidated and Company Statements of Changes in Shareholders’ Equity 02 / 061 Consolidated and Company Statements of Cash Flows
02 / 063
Notes to the Consolidated and Company Financial Statements
02 / 067
noble development public company limited annual report 2008
Message From Chairman
In 2008, internationally, the world encountered the global economic crisis caused by the U.S. financial crisis, while, domestically; politica instability was another main concern. Nevertheless, the establishment of the new administration by the year end, has loosened such pressure alongside with public investment and stimulate packages from the new government. In 2008, Noble Development Public Company Limited had revenue from sales THB 2,351.60 million, net profit THB 348.67 million, increased by 41.6% compare to that of the previous year, shown the continuous growth in operating results of the Company. This favorable figure proved the exceptional managerial and strategic skills of our experienced management team, in addition to the effective administration and disciplinary budgeting, despite, the negative externalities both internationally and domestically. Furthermore, the Company witnessed the successful launch of its condominium and land for sale project, namely, Noble Reveal and Noble Residence, which generate unrealized revenue at the end of year 2008 around THB 2,800 million. For 2009, our bullish view of the property stimulus packages from current administration and downward pressure of interest rate will boost domestic consumption creating the great positive impact to real estate business. To facilitate continuous growth, the Company has planned to launch at least 3 horizontal resident and condominium projects, which location are prime and full of potential, the total value of about THB 4,700 million. In closing, on the behalf of Noble Development Public Company Limited, I would like to thank our shareholders, customers, financial supporters and partners for their supports which help strengthen the Company and drive its continuous expansion. The Company will carry on our policies to strictly, carefully and effectively manage our capital and business with transparency according to our commitment to corporate governance. Side by side, we determine to continuously innovate in order to answer our customers’ various needs as promised by our aspiration and philosophy.
Mr.Kitti Thanakitamnuay Chairman and Chief Executive Officer
noble development public company limited annual report 2008
page 01 001
Financial Highlights
Unit : THB Million
2007
2008
2006
Operating Performance Revenue from Real Estate Development Business 2,313 2,203 2,050 Revenue from Retail , Rental and Sevice 39 90 58 Total Revenues 2,410 2,345 2,153 Gross Profit from Real Estate Development Business 924 817 822 Revenue from Retail , Rental and Sevice (7) 4 21 Net Profit 349 246 302 Financial Status Total Assets 7,493 6,140 5,584 Total Liabilities 3,993 2,916 2,510 Issued and Paid-up Share Capital 1,369 1,369 2,282 Shareholders’ Equity 3,500 3,224 3,074 Financial Ratios Gross Profit Margin from Real Estate Development Business 39.93 37.10 40.10 Revenue from Retail , Rental and Sevice N/A 4.26 36.71 Net Profit Margin 14.47 10.50 14.02 Return on Assets 5.11 4.20 5.51 Return on Equity 10.37 7.82 10.12 Debt to Equity Ratio 1.14 0.90 0.82 Net Debt to Equity Ratio 1.03 0.81 0.43 Book Value per Share (Baht) 7.67 7.06 6.73 Earning per Share (Baht) 0.76 0.54 0.66
noble development public company limited annual report 2008
page 01 002
Company Structure
Noble Development Public Co., Ltd. Paid-up Capital THB 1,369.41 M. Type of Business : Property Development and Housing Construction
100%
Ban Suk Sabai Co., Ltd. Paid-up Capital THB 2 M. Type of Business : Property Development and Housing Construction
100%
S&P Property Management Co., Ltd. Paid-up Capital THB 2 M. Type of Business : Housing Construction and Property Management
100%
Continental City Co., Ltd. Paid-up Capital THB 440 M. Type of Business : Property Development
100%
Playground Store Co.,Ltd. Paid-up Capital THB 200 M. Type of Business : Department Store and Rental Space
65%
Research & Consultant Co., Ltd. Paid-up Capital THB 10 M. Type of Business : Housing Construction
50%
N.K. Energy Conservation Co.,Ltd. Paid-up Capital.THB 6.5 M Type of Business : Light Weight Wall Panel
noble development public company limited annual report 2008
page 01 003
Company Overview
Type of Business The core business of Noble Development Public Company Limited and its subsidiaries is property development, composed of various types of residential projects such as land plot, single detached houses, townhouses, low rise and high rise condominiums. The Company aims to offer exceptional-design living and creative innovation to satisfy customers’ various desires as an alternative option. The Company has launched total 29 residential projects. Eight of these projects were developed and launched before year 2002 with the total value of THB 4,877 million while 21 of these projects were developed and launched between year 2002 and 2008 with the total value of THB 22,258 million. The project consists of single detached house, condominium, townhouse, and land plot. The single detached house projects include Noble Tara Ekamai Rama 9, Noble Tara Ngamwongwan, Noble Tara Pattanakarn, Noble Tara Ngamwongwan 2, Noble Wana Pinklao, Noble Wana Watcharapol, Noble Anawana Pinklao, Noble Geo Watcharapol, and Noble Geo Rama 5. The condominium projects include Noble Ora Condo, Noble Lite, Noble 09, Noble Ambience Sarasin, Noble Remix, Noble Solo, Noble Reflex and Noble Reveal. The townhouse and land plot project are First Home and Noble Satorn Thapra, Noble Residence and Noble Cube respectively. Besides the residential projects, the Company also operates other business that is core business-related such as property rental and service, property management services, property services after transfer of ownership, asset or debt management service offering to investors, financial institutions and asset management companies.
noble development public company limited annual report 2008
page 01 004
Company Overview (Cont’d) Type of Business (Cont’d) The Company has a policy to divide the operation to subsidiaries and associated companies for developing, and managing the projects as shown in the following detail:
Company/Address Type of Business Project Number of issued and paid up shares 1. Ban Suk Sabai Company Limited
Property Development
Noble Park
20,000
19th Fl., Tonson Tower, 900 Ploenchit Rd.,
and Housing
Lumpini, Pathumwan, Bangkok
Construction
Ngamwongwan 2
Housing Construction
Noble Neo City
20,000
4,400,000
2. S&P Property Management Company Limited 19th Fl., Tonson Tower, 900 Ploenchit Rd.,
Noble Tara
and
Lumpini, Pathumwan, Bangkok
Property Management
3. Continental City Company Limited
Property Development
The Noble
19th Fl., Tonson Tower, 900 Ploenchit Rd.,
Noble Remix
Lumpini, Pathumwan, Bangkok 4. Playground Store Company Limited 822/226 Soi Sukhumvit 55, Sukhumvit Rd., Klongton Nue, Wattana, Bangkok 5. Research and Consultant Company Limited
Department Store
Now, the space
and
is rented by
Rental Space
external party.
Housing Construction
Noble Choice Pinklao
2,000,000
100,000
19th Fl., Tonson Tower, 900 Ploenchit Rd., Noble Choice Vibhavadee Lumpini, Pathumwan, Bangkok 6. N.K.Energy Conservation Company Limited 54/4 Moo 7, Bang Saothong,
Light Weight
Noble Choice Pinklao
6,500
Wall Panel Noble Choice Vibhavadee
Samutprakarn
noble development public company limited annual report 2008
page 01 005
Noble Development Projects Every Noble Development project is a reflection of the creativity and the conviction of Noble. The mind-set to create innovation to satisfy needs and enhance quality of life which bring happiness to homeowners beyond their expectations are all the Noble’s mission.
Projects developed and launched before 2002 Noble Park Project
Noble House Phayathai Project
Noble Park was unveiled in December 1991 as the first horizontal condominium in Thailand. The concept of a “Condo house” combines the benefits of living as part of a community and the precepts of condominium residence to the familiar features of Thai ways of living within the development.
Noble’s high-rise residential development with 30 storey tower located in central business district, special design offer convenience in terms of commuting and amenities for today’s lifestyle. The project consists of 300 residential units and commercial area.
Noble Choice Project Noble Home Project Noble Home comprises single dwelling houses with architectural designs aimed to give a different perspective and individuality including the curved roof, all of which enhanced quality and offered more useable floor space than the average home. The project launched in August 1992.
Noble Neo City Project Noble Neo City is the visual proof of the innovation development that is taking place within Noble. Here, the concept of a life of freedom is catered to. Owners can expand living space within their detached homes in four different steps. They can start with 2 floors 2 bedrooms and, if so wish, they can later add to that and end up with 3 floors 5 bedrooms.
The Noble Project Prestigious detached residences comparable to a contemporary art form. Built right in the heart of Bangkok, The Noble has been designed to offer maximum floor space, resulting in practicality and privacy. The design concept also brings the green-ness of the garden right into the home.
Noble Choice is the innovation from Noble Development, one spawned from the marriage of state-of-the-art technology and an old-fashioned commitment to service. The success of Noble Choice is evident from all of our satisfied customers who have exercised their freedom of choice to express a wide variety of contemporary lifestyles, all of whom were delighted beyond their expectations. Durable yet flexible, Noble Steel Tech has a proven track record of success overseas where it has been utilized for more than a decade. Noble Choice projects are located in two different areas -- Noble Choice Pinklao and Noble Choice Vibhavadee
Noble House Ruamrudee Project Possibly occupying the best location in Bangkok, the key concepts behind this development are privacy and peace. Hence, there are a total of only 23 units designed to give maximum space for the families of those executives who are looking for convenience in traveling.
noble development public company limited annual report 2008
page 01 006
Noble Development Projects (Cont’d)
Projects launched since 2002 Noble Tara Ekamai – Rama 9 / Noble Tara Ngamwongwan / Noble Tara Pattanakarn / Noble Tara Ngamwongwan 2 Project “Tara” means “stream” which implies the concept of the project to bring peace of recreation with tall fences covered by floras surrounding the project to maximize the enjoyment from nature together with the private swimming pool. The Noble’s differentiated concept of C-shape housing keeps every corner of the house close to nature surrounding. The projects are in the best location according to the concept of “Special privacy in the city center”, which located on Rama 9, Ngamwongwan and Pattanakarn.
Noble Wana Pinklao / Noble Wana Watcharapol Project The concept of this project is to bring resort feeling to the home, which can be presented in its name: “Wana” means “Forest”. This is a place to take a rest with nature everyday. Every living space links with nature, both view and sensibility by balancing oriental and western philosophy. The project is unique from others in the market with the clubhouse and swimming pool decorated to maximize the privacy. Two Wana projects are Noble Wana Pinklao and Noble Wana Watcharapol.
Noble Ana Wana Pinklao Project Noble Ana Wana Pinklao builds on the success of the previous Noble Wana Pinklao project. Utilizing the popular Wana design on the same Pinklao site, this new development offers a resort-style living experience 365 days a year. Each house has a plot of 100 square wah or more to give each resident that much more exposure to the area’s natural charms.
Noble Satorn Thapra Project Noble Satorn Thapra is a project with a very different approach to modern housing. Plots varying in size from 78 to 168 square wah offer havens of security and serenity in small communities served by common facilities. Customers who wish to design their own homes are given every help and encouragement in selecting the concepts and details that they and their families prefer.
Noble Ora Thonglor Project Noble Ora Condominium comprises of two 21-storey condominiums towers with 223 units at one of Bangkok’s prime locations, the center of Soi Thonglor. The project has 60’s design that provides Condominium facilities but feeling of spacious single house from the large floor-to-ceiling and a tropical style swimming pool.
Noble Geo Watcharapol / Noble Geo Rama 5 Project Noble Geo is designed under the Planning & Function concept to enable free-style arrangement of furniture. The box-shape houses maximize useable area, larger living room and bedroom. The beautiful natural landscape lawns and gardens can be accessible from every angle of the houses, located in Watcharapol and Rama 5.
First Home Project First Home is a townhouse project under the strategies to expand the market base to cover all tiers of customers, located near the city but economical pricing. The project consists of 2-storey townhouses and 3-storey commercial units, located in Soi Watcharapol.
Noble 09 Project Noble 09 is a luxurious condominium located in Soi Ruamrudee, only 100 meters away from the Ploenchit BTS station, gives a cozy feeling in modern style. Designed to have serene beige color elegantly combined with naturally formed stone, it goes up to 8 floors and provides more open area with its two towers. Enjoy total privacy with only three units per floor, and spacious interior benefited from airy floor-to-ceiling glass windows.
Noble Lite Project Near Aree BTS Station, Noble Lite is located only 150 meters from business center on Phaholyothin Road. With Crash-Pads concept – living near BTS route with no red lights traffic to spare up hours for pleasure and relaxation. The project offers 24 storeys with one to three bedrooms. Each unit is designed for multi purpose activities. The project also provides facilities area, fitness and a swimming pool.
noble development public company limited annual report 2008
page 01 007
Noble Development Projects (Cont’d) Projects launched since 2002 (Cont’d) Noble Ambiance Sarasin Project
Noble Residence Project
It is the condominium for the perfect relaxation of city life and offers the peaceful privacy surrounded by various moods with Perfect Contrast architecture. The exterior is designed to be simple but exciting and amusing with color of the buildings, whereas the interior is designed for spaciousness and airiness with tall glasses from the floor to the ceiling, allowing the natural touches surrounded by beautiful gardens, pools and gyms. Noble Ambiance Sarasin is located in the middle of the city,
Development of land plot, on Pattanakarn road, one of the most elegant locations in center of Bangkok, with 3 kms from Soi Thonglor and just 2 minutes from Airport Link Sky Train, Ramkamhaeng station. The Project allots total of 70 land pieces from 99 sqw. size, for customers to build every masterpiece by their own. In addition, the entire electricity network is grounded, with the peaceful living of parks, swimming pool, club house and gym.
Sarasin Soi 2.
Noble Remix Project The project is the answer for a different kind of lifestyle, especially for people who love extreme’s life and freedom in city life, surrounding with this new style condominium project offering conveniences from the transportation via BTS sky train and many facilities along Sukhumwit 36 road.
Noble Cube Project New concept of town home in the city center for more private living space with designed to magnify the sight with wide mirror. Noble Cube divides useable area by life style. The Project is located in prime area, 3 kms from Soi Thonglor , between Pattanakarn soi 24-26 and just 2 minutes from Airport Link Sky Train, Ramkamhaeng station. The price starts from THB 4.5 million.
Noble Solo Project It is the condominium in Soi Thonglor that is suitable for freedom lifestyle, releasing from rules and bustling from works and environment by giving more space. These allow residents to find new inspiration to fulfill their lives. It offers a various type of rooms from 1 bedroom to 3 bedrooms.
Noble Reflex Project Around 200 meters to Aree BTS station, we can reach the 20-floor condominium stylishly designed by plain architecture with the explicit color of the exterior. This is the real concept of “A Pad for Metropolitan” making Reflex to be condominium for more time to play, sit back and relax. Every square inch is designed to maximize usable area and to be the perfect place for rest. The size varies from 1-bedroom and 2-bedroom, starting from 2.9 million baht.
Noble Reveal Project With 27-storey condominium stylishly designed for city living life style and the concept of “Help stop global warming, Drive less”. Noble Reveal is just 200 meters away from BTS Ekamai station, on Sukhumvit 63 road. The size varies from 1-bedroom and 2-bedroom.
noble development public company limited annual report 2008
page 01 008
Revenues Structure
Revenues Structure Shares
Unit: THB Million
2008
2007
2006
Operated holding By(1)
%
Value
% Value
%
Value
%
Revenue from Real Estate Development Single Detached House and Land
NOBLE
-
380.91
15.81 591.89
BSS
100%
84.30
3.50 229.55
S&P
100%
-
-
657.25
100% 1,190.61
Condominium
NOBLE
CC
S&P
100%
-
-
Revenue from Retail
100%
10.02
Total Revenue from Retail
10.02
Revenue from Rental and Services
Detached House Department Store
PG
40.85
9.79 326.01
15.14
-
-
27.27 572.77
24.42 844.84
39.24
49.41 808.53
34.47
-
0.01
-
-
93.93 2,050.48
95.23
-
Total Revenue from Real Estate Development 2,313.07 Sales
0.09
25.24 879.63
0.28
95.99 2,203.11
0.00
-
0.42
76.82
3.28
41.73
1.94
0.42
76.82
3.28
41.73
1.94
S&P
100%
-
-
-
0.82
0.04
NOBLE
-
17.22
0.71
-
-
-
-
-
PG
100%
2.43
0.10
12.66
0.54
14.58
0.68
NOBLE
-
-
-
0.18
0.01
0.48
0.02
S&P
100%
-
-
-
-
0.08
0.00
NOBLE
-
8.86
0.37
-
-
-
-
Total Revenue from Rental and Services
28.51
1.18
12.84
0.55
15.96
0.74
97.76 2,108.17
97.91
Condominium Service Apartment
Total Revenue from Core Businesses 2,351.60 Other Revenues Gain on Foreign Currency Exchange
(2)
-
0.06
97.59 2,292.77
0.00
(0.06)
(0.00)
0.08
0.00
Gain from cancelled contracts
(2)
-
5.84
0.24
3.23
0.14
2.86
0.13
Interest Income
(2)
-
15.92
0.66
32.78
1.40
33.33
1.55
Others Income
(2)
-
36.34
1.51
16.64
0.71
8.79
0.41
Total Other Revenues
58.16
2.41
52.59
2.24
45.06
2.09
Total Revenues 2,409.76 100.00 2,345.36 100.00 2,153.23 100.00 Increase (Decrease) in Revenue from Core Businesses
58.83
2.57 184.60
8.76 (397.73) (15.87)
Remark (1) NOBLE = Noble Development Public Company Limited BSS = Ban Suk Sabai Company Limited, S&P = S&P Property Management Company Limited PG = Playground Store Company Limited, CC = Continental City Company Limited (2) Revenues of the Company and its subsidiaries.
noble development public company limited annual report 2008
page 01 009
Industrial Situation and Competition
The global financial crisis led by U.S. sub-prime collateralized debt obligations in 2008 is proved to impact the broader world economy, not only the financial institution but also many businesses. U.S.-led crisis has been accounted for astronomical losses of every sectors involve, countless entities have theirs credit rating downgraded in which, directly undermine an ability to operate business. Despite the best efforts and a great number of rescue plans from U.S. and other countries government, it is yet to significantly recover, as the extreme complexity and enormous scale of problem itself appear to have restrained the global economy from healing. The turbulence experienced by this gigantic crash looks to continue and seems endless. It is one of most memorable and historical incident of all times. Same case for Thailand, as our main source of income for instance, U.S., Europe, and China market who is in fact the top most hard hit economies. The degree of impact can be measured through Thai equity market. The market capitalization of SET (The Stock Exchange of Thailand) lose its ground reduce from 6.5 trillion Baht at the beginning of 2008 to 3.6 trillion Baht, while SET index plunge by 50% as a result of liquidation of foreign investor who need cash back to home country. Political turmoil also plays its part of making Thailand facing economic difficulty, street protest, the temporary closure of Suvarnabhumi International Airport, vulnerability of government coalition, all of these, without a doubt; contribute to the 2008 economic downturn.
Table 1 : Residential units registered in Bangkok Metropolis and Vicinity
2002
2003
2004
2005
2006
2007
2008
Developer-Built Single House, Twin House, Townhouse, Shop House Condominium
14,371 5,118
30,088 7,399
40,752 7,689
35,935 9,229
32,201 17,431
32,757 17,012
27,266 31,535
19,489 35.9%
37,487 92.3%
48,441 29.2%
45,164 (6.8)%
49,632 9.9%
49,769 0.3%
58,801 18.1%
Change from previous year
17,693 (9.9)%
18,598 5.1%
19,859 6.8%
25,244 27.1%
28,949 14.7%
25,341 (12.5)%
23,636 (6.7)%
Total Residential Units Registered
37,182
56,085
68,300
70,408
78,581
75,110
82,437
9.4 %
50.8 %
21.8%
3.1%
11.6%
(4.4)%
9.8%
Total Developer-Built Change from previous year
Self-Built
Change from Last Year (%) Source : Real Estate Information Center
From Table 1, the number of completed and registered housing units in Bangkok and vicinity increased from the same period of the previous year by 9.8%. The main contribution is condominium which is up by 85.4%, while the developer-built single house, twin house, townhouse, shophouse and the self built house dropped by 16.8% and 6.7% respectively. The reason why the condominium is the only style of living that increase in term of units is that, in the past few years higher oil price induce people to buy the resident close to public transportation and because duration of construction is relatively longer, hence, plentiful of condominiums are completed in 2008. While other style of living whose duration of construction is mostly shorter than one year, number of unit were down. However,
noble development public company limited annual report 2008
page 01 010
Industrial Situation and Competition (Cont’d) the non-condominium built is more likely be a good indicator of property market at the present time than condominium. Construction permit issuance also can be used as a leading indicator of property market. Construction permit issuance in Bangkok metropolis and vicinity area during Jan-Sep 2008 is drop compare to those in 2007. The permit for horizontal resident is down by 5% from 48,481 units to 45,901 units. The obvious bearish outlook of real estate is also be seen from the plummet of permit for vertical resident by 32% from 1,983 buildings in 2007 to 1,344 buildings. Another leading indicator of distressed economy, is the business sentiment index and inflation rate (chart 1 and 2). Business sentiment index on December 2008 was at 36.9, of which had reached their lowest level in 10 years. While inflation has reached the lowest level in 6 years at 0.4% on December, 2008. The first half of 2009 inflation is anticipated to go down further, on January 2009 the inflation rate was at minus 0.4%. Inflation rate throughout 2009 is estimated to be between minus 1.5% to 0.5%, whereas the same time prior year was at 5.5%, reason being the sharp drop oil price that cause series of deflation which reflects the recession and consumer spending cutbacks.
Chart 1 : Business Sentiment Index 60.0
52.5
52.2 50.2
50.5 50.0
48.4 45.9
47.8
45.0
44.5
40.0 36.9
30.0
1999 Source
2000
2001
2002
2003
2004
2005
2006
2007
2008
: Bank of Thailand
How to Read : The index is equal to 50
-
Business sentiment is unchanged
The index is above 50
-
Business sentiment is improved
The index is below 50
-
Business sentiment is worsened
noble development public company limited annual report 2008
page 01 011
Industrial Situation and Competition (Cont’d) Chart 2 : Inflation Rate 10.0 9.0 8.0 7.0 5.8% 6.0 5.0 3.5%
4.0
3.2%
2.9% 3.0
2.2% 1.8%
2.0 1.0
0.4%
0.0
2002
2003
2004
2005
2006
2007
2008
Source : Bereau of Trade and Economics Indices - Ministry of Commerce Thailand
In spite of internal and external disturbance in 2008. Year 2009, we somehow foresee the favorable factors that can support the expansion of real estate as follows:
Downward pressure of interest rate: U.S. government has declared the various rescue stimulate an ailing U.S. economy. Reinforced by the Federal Reserve who has been uncharacteristically cut interest rates from 3% at the beginning of 2008 to merely 0.25%. Also in Thailand, The First 2 months of 2009 the Monetary Policy Committee, Bank of Thailand has lowered the policy interest rate by 1.25% to 1.50% in order to cope with economic recession. According to Table 2, every 1% reduction of interest rate, the purchasing power of consumer will be up by 7.5%, given the 20 years loan. Given 25 years loan, the purchasing power will be up by 8.6%. On the other side of equation, interest rate cut is favorable to cost structure of developer. As a financial-led deflationary recession tends to be lingering on, the monetary policy could be eased further to support recovery and to safe guard price stability going forward, thus during 2009 the interest rate could go down further. In addition to Thai government prefer to see slimmer commercial bank interest rate margin to achieve more liquidity in the market.
Table 2: Interest Rate Impact to Purchasing Power Change of Interest Rate Time to Maturity
-0.25%
-0.50%
-0.75%
-1.00%
-1.25%
-1.50%
10 15 20 25
1.1% 1.5% 1.9% 2.2%
2.2% 3.0% 3.8% 4.4%
3.3% 4.5% 5.6% 6.5%
4.3% 6.0% 7.5% 8.6%
5.4% 7.5% 9.3% 10.7%
6.5% 9.0% 11.1% 12.8%
noble development public company limited annual report 2008
page 01 012
Industrial Situation and Competition (Cont’d) Tax measures to stimulate economy from government: After the new administration, on December 17, 2008, nation has put high hope on government to bring back Thai economy from the bottom. Less than one month after came into power, the new administration has allocated more budget and passed the stimulus package to cure the economic problem. On January 13, 2009, not only the cabinet has approved 18 measures, of which can be divided into 4 schemes confidence restoring scheme, individual income reinforcement and social welfare development scheme, emergency plan, and reimbursement of treasury reserve scheme. But also the sizable injection of 115,000 million Baht to support the schemes per se. Later on January 20, 2009, 7 more stimulus measures came out with the associated budget amount 40,000 million Baht. So the aggregate amount of 25 stimulus measures altogether is as much as 155,000 million Baht. These packages are meant to be the relief and restore program for Thai economy. Particularly for real estate sector, this new government has more solid stimulus-based policy than those of previous counterparts. The government has extended the reduction in specific business tax to 0.1% and transfer fees to 0.01% which would be terminated in March 30, 2009 into the new date March 29, 2010.
Advantage of pre-build strategy: The stimulus program for real estate per se, will be expired at the end of 2009 and March 2010. The developer who has house ready for sale will be the most advantageous. Other developer who build condominium but not yet available will get minimal benefit from the program, since condominium is time consuming project, by the time of completion and transfer, buyer receive no tax benefit.
Government policy to raise standard of property development: In the past couple of years, government agency and real estate-relate agency has create the initiative program to upgrade the standard of property development. For instance, the setting up of escrow service to protect the rights of home buyer, the obligation of developer to submit “Environmental Impact Assessment” (EIA), the idea of “Health Impact Assessment”(HIA) requirement. These will benefit both buyer and entrepreneur, in the sense that home buyer will be more confident in decision making and quality of house. On the other hand, entrepreneur will be up to the test and challenge so that they can develop and improve their product and service.
Political stability of Thailand: In the past few years Thailand has encountered the political turmoil constantly, especially in 2008, Thai political situation was unsecured and subject to change all the time. During 2008, Thailand had changed 3 prime ministers, leading to the discontinued and inconsistency public policy. After all the chaos, on December 17, 2008, the politic has become strong andstable which bring back confidence of various parties. Not to mention the trustworthy rescue policy whose acceptance is proved by rising in the business sentiment index. Reached 45.6 level in January 2009, highest in the last 12 months reflecting the approval of policy direction and signaling the near end of political vulnerability that had been lingering on for few years. Besides, the current government remains reemphasizing the mega project investment in order to create employment and long term public confidence. The forward looking of domestic and international economies in 2009 is leaning toward a downside hindered by U.S.-led economics crisis. Nonetheless, the risk of local political chaos is comfortably low as all political movement tend to shift into a peaceful direction. As political stability and positive impact policy can help promotes business activities, another helpful factor is also lower oil price and interest rate. Real estate itself can enjoy from the stimulus packages initiated by government, although Noble Development foresees one of the most intense competition year ahead in 2009. Pricing strategy will be extremely potent; in order to liquidate all inventories in stock, as home buyer will be more cautious and selective.
noble development public company limited annual report 2008
page 01 013
Industrial Situation and Competition (Cont’d) Political stability of Thailand: (Cont’d) Apparently, the benefit from positive factors will not be equally shared by every entrepreneur in the sector. Vision, strategic management, and financial health decide who gets the bigger piece of cake. Ironically, Noble Development is affected by the crisis however sees them as challenge and opportunity. As a strong business entity who operates business effectively and well financed Noble Development will therefore can create trust and potential.
noble development public company limited annual report 2008
page 01 014
Risk Factors
The risk factors that may affect the Company’s operation are:
Risk from the price of construction materials From Chart 1, Construction materials average price index. We found the price surge in construction materials, which is up by 17.2% in 2008, the highest in the past 7 years. The main contribution was the index price of steel and steel products increased to 246.5, up by 38.4% relative to last year (see chart 1). The steel price was determined by the increase of price of importing iron, oil price, the export duty in China, and domestic and international demand. Other construction commodities including lumber and wood product, cement, concrete ingredient, and coat, all increased at incremented rate compare to the percentage change in year 2007, while tiles and sanitary wareprice were slightly down.
Table 1: Construction Materials Average Price Index
Change (%)
Group
2000 Base 2001 2002 2003 2004 2005 2006
2008
2007 2008
All Commodities Index
100.0 103.9 104.8 112.8 124.3 124.3 128.9 135.2 158.4
4.9% 17.2%
Lumber and Wood Products Cement Congrete Ingredient Products Tiles Paints Sanitary Ware Electrical and Plumbing Others
100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
104.0 104.9 105.6 105.4 99.3 104.9 97.9 100.5 102.3
105.8 94.3 106.3 112.7 99.5 108.7 97.7 98.9 105.2
110.1 110.5 106.9 127.9 98.9 109.9 97.6 99.1 112.0
117.0 106.0 108.2 168.9 98.8 112.3 99.9 103.9 114.1
121.1 99.1 110.8 163.8 100.9 115.7 104.8 106.4 120.8
127.6 103.7 115.0 161.5 103.9 119.2 118.1 116.8 131.4
2007
132.9 105.7 116.5 178.1 107.6 118.3 129.5 121.2 133.2
143.9 4.2% 8.3% 113.2 1.9% 7.1% 121.7 1.3% 4.5% 246.5 10.3% 38.4% 110.1 3.6% 2.3% 122.4 -0.8% 3.5% 138.1 9.7% 6.6% 122.1 3.8% 0.7% 142.9 1.4% 7.3%
noble development public company limited annual report 2008
page 01 015
Risk Factors (Cont’d) Risk from the price of construction materials (Cont’d) Chart 1 : Index of Construction Material Prices & Steel and Steel Product Prices Price Index 246.5
250.0
200.0 178.1 168.9
163.8
161.5
150.0
158.4 127.9 105.4
100.0
112.7 124.3
124.3
2004
2005
135.2
128.9
112.8
100.0 100.0
103.9
104.8
2001
2002
50.0
2000
2003
2006
Steel and Steel Product Price Index
2007
2008
Construction Material Price Index
Steel and Steel Product Price 2008 400.0
350.0 308.0 300.0
250.0
309.9
294.4
235.1
243.8
292.2
253.9
246.4
218.7 198.3
200.0
180.3
177.0
150.0
100.0
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Source: Bureau of Trade and Economic Indices, The Office of Permanent Secretary, Ministry of Commerce
noble development public company limited annual report 2008
page 01 016
Risk Factors (Cont’d) Risk from the price of construction materials (Cont’d) Price of steel and steel products reached its peak in July, eventually came down since August. This trend was going to the same direction of crude oil price dropped more than 50% comparing to the beginning of the year. In Addition, shrinking in domestic demand due to recession, on top of the surplus of steel in the world market and strong Thai Baht, have put the resistance on construction material price rally. Ready-to-utilized land policy together with immediate development in those land and pre-build strategy provide a very effective construction plan, which in turn alleviate the risk factor of material prices and availability. At the end of 2008, the company had undergoing projects that already in contractual agreement total values THB 5,000 million. Significantly, the volatility of materials price can not affect the operating results.
Risk from the land price According to the Agency for real estate affairs (AREA), in 2008, the land price in Bangkok has increased 3.5% on average which is a lower percentage compare to 2007. Although there was still resilient demand in condominium closed to transportation network, the economic recession has hampered the land price to be at the same percentage of increasing as the prior year. The Treasury Department, at the beginning of 2009, has raised the benchmark of land price only 9 districts in Bangkok. Ladprao District in particular, price has been up by 65% due to the new road and sky/underground train project. However, due to recession, the real estate sector activity level is expected to be at its status quo appearing, the land in Bangkok and throughout the country is therefore less than likely to change significantly. In the third quarter of 2009, Airport Link sky train (Makkasan-Suvarnabhumi international airport) is anticipated to be up and running. The purple line train (Bangyai-Bangsue) now becomes more comprehensive in term of source of fund and constructor, making the area nearby uplifting its own value. In the near future, government project adding a new route and extension of the existing one is leveraging the price of land even higher and therefore the land and residential property value. Thus, the company will not be affected by the risk of land value, given the fact of cautious investment in ready-to-use land and dynamic strategy that can cope with endless needs of home buyer.
Risk from inventory management (Pre-build house) Volatility of oil price together with political unsteadiness propelled the nation into recession on its own in year 2008. It affected consumer confidence, making them sideline and delay to make decision to buy the house. In our view, the client study and build to order style of marketing that always exceptionally been done by the Company, should be able to offset this drag. Besides, Tax incentive recently launched by the government, is key driver for property demand. The one more year extension of the discount in specific business tax from 3% to 0.1% and transfer fees to be 0.01%, as well as, other income tax deductible items from purchasing property, can boost the demand of home buyer and benefit to the home seller who has the completed unit ready to transfer to customer The Company, by the end of 2008, incurred the completed 89 units as its value of THB 800 million whereas about 100 units are under construction, all of them are ready to transfer within 2009. The reaction on financial hardship of the U.S. Federal Reserve to maintain 0.25% interest rate, putting the direct pressure onto Thailand domestic interest rate. Interest rate cut per se and tax benefit is thought be fully capitalized by the Company.
Risk from financial crisis and the inconsistency of economics policy The worldwide financial crisis in 2008 led by U.S. sub-prime debt was inevitably be blamed for the lowest Dow Jones Industrial index among 11 years, historical loss of American International Group (AIG) and General Motors the U.S.
noble development public company limited annual report 2008
page 01 017
Risk Factors (Cont’d) Risk from financial crisis and the inconsistency of economics policy (Cont’d) largest car maker, the collapse of many commercial banks and investment banks. These were the negative domino effected which create global stagnation and unemployment, forbidden financial institution for loan approval. No exception for Thailand, as global stock market plunge down, this year SET index (The Stock Exchange of Thailand index) slump by 46% compare to the beginning of the year. The market capitalization of SET reduced by half or about 3 trillion Baht. Thailand economy also suffered from contraction in export as the main destination such as U.S., Japan, and European market found themselves in financial trouble, the purchasing power became diminish. Thai political was susceptible throughout 2008, the administration was changed many times, group protesting and political rallies, in which deteriorate investment confidence both from inside and outside Thailand as well as the tourism industry. Nevertheless in December 2008, the new administration has come to power and given the clearer positive outlook on ailing Thai economy by rolling out stimulus packages. On January 13, 2009 the cabinet has approved 18 measures in which can be divided into 4 schemes confidence restoring scheme, individual income reinforcement and social welfare development scheme, emergency plan, and reimbursement of treasury reserve scheme. Moreover of 7 more stimulus measures, in total of 25 measures. One of these 25 measures is to use real estate sector as a channel of economic recovering. For instance, the one more year extension of the discount in specific business tax and transfer fees, as well as income tax deductible no more than 300,000 Baht/year for the first hand property buyer and continuity of tax credit on home loan interest expense. Undoubtedly, this tax incentive program will effectively stimulate the liquidity in property sector. Furthermore, the 14th ASEAN Summit which was held in Thailand to promote collaboration within the South East Asian region. As a result, the agenda and outcome of this summit will eventually build the better image of country member to bring back the investment confidence, consumer spending and consequently the real sector employment.
noble development public company limited annual report 2008
page 01 018
Shareholders The First Ten Major Shareholders at closing date of share registered book, May 8, 2008 are as the following:
Shareholders’ Name Number of Shares
% of Paid up Capital
1 Thai NVDR Company Limited 2 Mr. Kitti Thanakitamnuay 3 Mr. BIENVENIDO A.III TAN 4 SOMERS (U.K.) LIMITED 5 Mr. ANTONIO JOSE JR.PERIQUET 6 Thai Strategic Asset Fund 7 RAFFELS NOMINEES(PTE)LIMITED 8 Mr. Piya Thanakitamnuay 9 Mr. Somkiat Jinagate 10 Viravan Group Dr. Amnuay Viravan 3,664,853 Khun Ying Samornsri Viravan 8,471,850 Samvest Company Limited 4,778,265 Amvest Company Limited 2,389,131
17.87 7.96 5.85 5.27 4.60 4.11 3.66 3.64 2.54 4.23 0.80 1.86 1.05 0.52
Total
81,548,900 36,330,919 26,700,000 24,039,200 21,010,900 18,750,000 16,710,900 16,616,960 11,579,981 19,304,099
272,591,859
59.72
“Investors can acquire updated shareholders information prior to the shareholders’ meeting from the Website www.noblehome.com”
Dividend Policy The Company has a dividend policy to pay dividend to shareholders by considering Company’s operating result, business expansion and other related factors. The Company’s minimum dividend payout ratio is not less than 25% of the net profit. However, the aforementioned policy shall be in accordance with the resolutions of shareholders’ meeting. Regarding the Company’s operating result in 2008, the Board of Directors passed the resolution to propose at the annual general shareholders’ meeting held on April 28, 2009 to approve the 2008 annual dividend payment of Baht 0.25 per share.
Dividend Policy of Subsidiaries - None -
noble development public company limited annual report 2008
page 01 019
Organization Chart
Board of Directors Audit Committee Chief Executive Officer
President
Support Line
CEO Office
Project Operation and Information Technology Line
Internal Audit Line
Corporate Finance Department Project Operation Department 1-4 Accounting Department Investment Analyst Department Finance Department Marketing and PR Department Legal Service Department Information Technology Department Legal Department After Sales Service Department Human Resources Development Department Project Legal Department
noble development public company limited annual report 2008
page 01 020
The Board of Directors
The structure of the Company’s directors consists of the followings: • The Board of Directors 8 persons • The Audit Committee 3 persons • The Nomination Committee 4 persons • The Remuneration Committee 4 persons
The Board of Directors As of December 31, 2008 the Company has 8 directors as follows. • Executive Directors 4 persons • Independent Directors 4 persons 50% of the members of the Board are Independent Director. 1. Mr. Kitti Thanakitamnuay 2. Mr. Thongchai Busrapan 3. Mr. Sitti Leelakasamelerk 4. Miss Vasana Thieansirisak 5. Mr. Thakonkiat Viravan 6. Mrs. Boonperm Jiamtiranat 7. Mr. Narong Taychachaiwong 8. Mr. Surachet Suboonson
Chairman Vice Chairman Vice Chairman, Member of the Nomination Committee and Member of Remuneration Committee Director Independent Director Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee and Member of Remuneration Committee Independent Director, Member of the Audit Committee, Chairman of the Nomination Committee and Member of Remuneration Committee Independent Director, Member of the Audit Committee, Member of the Nomination Committee and Chairman of Remuneration Committee
The Company’s Secretary: Miss. Ketsaraporn Yanasarn
The Board of Directors’ scope of duties and responsibilities: (1) To perform their duties cautiously and faithfully in compliance with laws, under the scope of the Company’s objective and Articles of Associations, together with the shareholders’ resolutions for the maximum benefits of the shareholders. (2) To set the Company’s business plan, strategies, goals, policies and budget together with the Management. (3) To supervise, monitor and assess the Management to effectively and transparently perform their duties in accordance with the Company’s policy and business plan. (4) To review and ensure the efficiency of the internal control system to ensure that the Company’s Financial Statements is reliable, accurate and correct, and to prevent the fraudulence in using the Company’s properties and improper transaction between the related parties. (5) To establish the appropriate structure of the Board of Directors in order to create the balance of power, adequate and appropriate management monitoring.
noble development public company limited annual report 2008
page 01 021
The Board of Directors (Cont’d) In 2008, the Board of Directors held 29 meetings; 8 regular meetings and 21 sub-meetings, details of attendance is as follows: 1. 2. 3. 4. 5. 6. 7. 8.
Mr. Kitti Mr. Thongchai Mr. Sitti Miss Vasana Mr. Thakonkiat Mrs. Boonperm Mr. Narong Mr. Surachet
Thanakitamnuay Busrapan Leelakasamelerk Thieansirisak Viravan Jiamtiranat Taychachaiwong Suboonson
No. of meeting attended (Times)
Regular meeting
Sub-meeting*
7 8 8 8 6 8 8 8
18 18 18 18 5 6 6 17
* Sub-meetings are arranged to consider the operation issues that do not affect the Company’s management policy, e.g. the request of projects’ utilities, house registration numbers, bank accounts opening etc. Thus, the Board of Directors has assigned 5 directors composing Mr. Kitti Thanakitamnuay, Mr. Sitti Leelakasamelerk, Mr. Thongchai Busrapan, Miss Vasana Thieansirisak, and Mr. Surachet Suboonson to attend the meetings. If any of the 5 directors is unavailable for any meeting, the Company will invite other directors to constitute the meeting.
noble development public company limited annual report 2008
page 01 022
The Audit Committee
As of December 31, 2008, the Company has the Audit Committee as follows. 1. Mrs. Boonperm Jiamtiranat Chairman of the Audit Committee 2. Mr. Narong Taychachaiwong Member of the Audit Committee 3. Mr. Surachet Suboonson Member of the Audit Committee The Audit Committee’s Secretary: Mrs. Angkana Intravichien The Audit Committee is consisted of 2 members of the Audit Committee who have adequate knowledge and experiences to review creditability of the financial reports, who are Mrs. Boonperm Jiamtiranat as Chairman of the Audit Committee and Mr. Surachet Suboonson as a member of the Audit Committee. The Company indicates the committee background qualifications in the certificate and biography of the audit committee which already been submitted for SET.
The Audit Committee’s scope of duties and responsibilities: (1) to review the Company’s financial reporting process to ensure that it is accurate and adequate; (2) to review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; (3) to review the Company’s compliance with the law on securities and exchange, the Stock Exchange’s regulations, and the laws relating to the Company’s business; (4) to consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year; (5) to review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Stock Exchange’s regulations, and are reasonable and for the highest benefit of the Company; (6) to prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and to ensure that they are in compliance with the Stock Exchange’s regulations; (7) to perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.
noble development public company limited annual report 2008
page 01 023
The Nomination Committee
The Board of Directors meeting no. 5/2009 held on 19 March 2009, the Board of Directors elected the Nomination Committee as follows: 1. Mr. Narong Taychachaiwong Chairman of the Nomination Committee 2. Mrs. Boonperm Jiamtiranat Member of the Nomination Committee 3. Mr. Surachet Suboonson Member of the Nomination Committee 4. Ms. Vasana Thieansirisak Member of the Nomination Committee
The Nomination Committee’s scope of duties and responsibilities: (1) To set the qualification requirements of directorial candidates in accordance with the balance of knowledge, experience and expertise, to consider independent directors, and devoting the time to board duties. (2) To determine the selection process for candidates that best suites the Company’s unique characters. For example, the committee may proposed the current directors be reappointed, or inquire the directors to nominate suitable candidates. (3) To select persons whose qualifications best meet the criteria prescribed by laws and regulations to the board and the board then considers the selected candidates in the notice of the shareholders’ approval.
noble development public company limited annual report 2008
page 01 024
Remuneration Committee
The Board of Directors meeting no. 5/2009 held on 19 March 2009, the Board of Directors elected the Remuneration Committee as follows: 1. Mr. Surachet Suboonson Chairman of Remuneration Committee 2. Mrs. Boonperm Jiamtiranat Member of Remuneration Committee 3. Mr. Narong Taychachaiwong Member of Remuneration Committee 4. Mr. Sitti Leelakasamelerk Member of Remuneration Committee
The Remuneration Committee’s scope of duties and responsibilities: (1) Consider the forms of and criteria for the remuneration of directors and Chief Executive Officer. To construct an appropriate and fair remuneration package, the Committee should go through the following steps: • Review the forms and criteria of the existing remuneration package by referring to other remuneration packages of other companies in the same industry. • Review each form of remuneration packages by considering the appropriate amount and proportion of each form. For instance, the retainer fee may take in to account from performance and size of the company, including knowledge, capabilities and experience required from directors and Chief Executive Officer. The Remuneration to the Directors should be appropriated and sufficient enough that encourages the directors to limit the number of directorship in other companies, so that directors will have sufficient time to attend board meetings and perform their duties effectively. (2) Establish the criteria for evaluating the performance of CEO and propose those criteria to the Board of Directors for approval. (3) Determine the annual remuneration packages of Directors and Chief Executive Officer in accordance with established criteria, while the performance of the Chief Executive Officer is also part of the remuneration criteria too, and then propose the established criteria to the Board of Directors for approval. For the Director’s remuneration, the Board of Directors must propose to the Shareholder’s meeting for considering and approval. (4) If the Company wishes to reward its directors and employees with ESOP, the committee should consider and determine how the term and conditions of the program will encourage directors and employees to devote themselves to create long-term value for shareholders and retain high quality personnel. However, the committee should ensure that directors and employees are not overpaid and the scheme is fair to shareholders. Moreover, according to SEC regulations, should any director or employee be entitled to more than 5% of the total securities being distributed, the committee has to consider to suitability of the program in this case and give approval.
noble development public company limited annual report 2008
page 01 025
The Executives
As of December 31, 2008 the Company’s Executives are as follows: 1. Mr. Kitti Thanakitamnuay Chief Executive Officer 2. Mr. Thongchai Busrapan Vice Chairman and Acting Executive Vice President : Project Operation and Information Technology Line 3. Mr. Sitti Leelakasamelerk Executive Vice President : Support Line 4. Miss Vasana Thieansirisak Senior Vice President : Corporate Finance Department 5. Mrs. Angkana Intravichien Vice President : Accounting and Finance Department
noble development public company limited annual report 2008
page 01 026
Nomination of the Board of Directors and Remuneration
The nomination of the Board of Directors will be approved by the shareholder’s meeting. The Nomination Committee will consider and determine the qualificationsof directorial candidates that best suits with the Company and propose the candidates to the Company’s directors. The Company’s directors will propose the candidates in the Shareholders’ meeting for elect the Board of Directors via the following manners: (1) In every annual shareholder’s meeting, one- third of the total number of directors will complete their term, if number of directors is not divisible by one-third, the closest number is acceptable. A drawing process is used to determine who will end their term in the first and second year after the registration of the company. For the following year, directors who have served the longest period will resign. The resigning directors could be selected again and could therefore return to their positions as the director. (2) In other case of (1), whenever there is a vacancy for the position of director, the resolution of the Board of Directors not less than three-fourths of the remaining directors can select a person who meets all the relevant qualifications and who abides by the public limited company regulations as a replacement director in the next Board of Directors’ meeting, except in case when the remaining term of service is less than two month, a replacement director’s term is limited to the remaining term of the director he is replacing. (3) The shareholders’ meeting will elect the Board of Directors via the following manners: 3.1 Each shareholder shall have a number of votes equal to the number of shares held. 3.2 Each shareholder shall use his entire vote as prescribed in clause 3.1 to nominate one, or several persons as director but the shareholder cannot allot his votes to any person in any number. 3.3 The candidates with the highest vote, ranked in descending order shall be appointed as directors until all of the director positions are filled. Incase of a tie vote, the Chairman of the meeting shall have an additional casting vote. Regard of the Company’s articles of association, the shareholders’ meeting may pass a resolution removing any of directors prior to the expiration of the director’s term office, by the vote of not less than three quarters of the number of shareholders attending the meeting, having the right to vote with the share held in total not less than half of the total shares held by the shareholders attending the meeting and having the right to vote. To comply with good corporate governance practice and to portray equitable and fairness treatment of all shareholders, the Company provides the opportunity for all shareholders to propose candidate to be nominated as the director prior to the Annual General Shareholders’ Meeting. To consider, scrutinize, and select the qualified candidate to be nominated as the director and able to perform duty effectively for the Company’s maximum benefit, the Company specified detail, criteria and the announcement on Company’s website www.noblehome.com
noble development public company limited annual report 2008
page 01 027
Nomination of the Board of Directors and Remuneration (Cont’d) Remuneration for the year 2008 Remuneration in Monetary Value • Board of Directors The Board of Director of the Company and Subsidiaries are the same board. The remuneration of each director is included in the Company’s remuneration. The directors receive yearly remuneration as followed:
1. 2. 3. 4. 5. 6. 7. 8.
Thanakitamnuay Busrapan Leelakasamelerk Thieansirisak Viravan Jiamtiranat Taychachaiwong Suboonson
Mr. Kitti Mr. Thongchai Mr. Sitti Miss Vasana Mr. Thakonkiat Mrs. Boonperm Mr. Narong Mr. Surachet
•
(Unit : Baht/Year)
Board of Directors
The Audit Committee
55,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000
220,000 180,000 180,000
Executive Officers Total Remuneration for the Company’s executive officers was Baht 20,133,720 comprised of salary, bonus, and contributions to the provident fund. The Remuneration Committee of the Company considers the remuneration forms and criteria for the directors and the executive officers to be clearly, transparently and fairly determined based on the identical and comparable firms in same industry. Remuneration for the directors and the Audit Committee are then determined and approved by the Board of Directors and the shareholders’ meeting, respectively. To promote fairness, motivation, and Company’s maximum benefits, the executive officers’ remuneration is set to correspond with the Company’s performance and each director’s performance.
Other Remuneration -None-
noble development public company limited annual report 2008
page 01 028
Board of Directors, Audit Committee and Executive Officers
Position
Education
Training from Thai Institute of Directors Association
Number of Shares Changed in 2008
Number of Shares
Mr. Kitti Thanakitamnuay Chairman and Chief Executive Officer B.A., Political Science, Chulalongkorn University Director Accreditation Program (DAP) Class 71/2008
36,330,919 shares No
Experience Present - - -
Chairman and Chief Executive Officer Noble Development Public Company Limited Managing Director Continental City Company Limited Research and Consultant Company Limited Playground Store Company Limited Ban Suk Sabai Company Limited Director Ban Siam Holdings Company Limited
Mr. Thongchai Busrapan
Position
Vice Chairman and President Acting Executive Vice President: Project Operation and Information Technology Line
Education
Master of Science in Management SASIN Graduate Institute of Business Administration of Chulalongkorn University
Training from Thai Institute of Directors Association
Director Accreditation Program (DAP) Class 52/2006
Number of Shares Changed in 2008
Number of Shares
20,000 Shares No
Experience Present - - -
Vice Chairman and President Noble Development Public Company Limited Director Continental City Company Limited Research and Consultant Company Limited N.K.Energy Conservation Company Limited Playground Store Company Limited Ban Suk Sabai Company Limited Acting Executive Vice President: Project Operation Development And Information Technology Line Noble Development Public Company Limited
noble development public company limited annual report 2008
page 01 029
Board of Directors, Audit Committee and Executive Officers (Cont’d)
Mr. Sitti Leelakasamelerk
Position
Vice Chairman and Executive Vice President: Support Line Member of Nomination Committee and Member of Remuneration Committee
Education
B.A., Accounting, Chulalongkorn University
Training from Thai Institute of Directors Association
Number of Shares Changed in 2008
Number of Shares
Director Accreditation Program (DAP) Class 11/2004
No
Experience Present - - - -
Position
Vice Chairman, Member of Nomination Committee and Member of Remuneration Committee Noble Development Public Company Limited Director Continental City Company Limited Research and Consultant Company Limited Playground Store Company Limited Ban Suk Sabai Company Limited Executive Vice President: Support Line Noble Development Public Company Limited Independent Director, Member of the Audit Committee and Risk Management Director Khon Kaen Sugar Industry Public Company Limited
Miss Vasana Thieansirisak Director and Senior Vice President: Corporate Finance Department
Education
Master of Science, Managerial Accounting and Master of Science, Economic Law Chulalongkorn University
Training from Thai Institute of Directors Association
Director Accreditation Program (DAP) Class 45/2005
Number of Shares Changed in 2008
Number of Shares
No
Experience Present - - -
Director Noble Development Public Company Limited Managing Director S&P Property Management Company Limited Senior Vice President: Corporate Finance Department Noble Development Public Company Limited
noble development public company limited annual report 2008
page 01 030
Board of Directors, Audit Committee and Executive Officers (Cont’d)
Mr. Thakonkiat Viravan
Position
Education
Training from Thai Institute of Directors Association
-
Number of Shares
-
Number of Shares Changed in 2008
Independent Director Master of Science, Boston University, USA.
No
Experience Present - - -
Independent Director Noble Development Public Company Limited Director Ban Siam Holdings Company Limited Continental City Company Limited Playground Store Company Limited Ban Suk Sabai Company Limited Director and Executive Director GMM Media Public Company Limited
Mrs. Boonperm Jiamtiranat
Position
Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee and Member of Remuneration Committee
Education
B.A., Accounting, Chulalongkorn University
Training from Thai Institute of Directors Association
Number of Shares Changed in 2008
Number of Shares
Director Accreditation Program (DAP) Class 13/2004 Director Certification Program (DCP) Class 81/2006 No
Experience Present - - -
Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee and Member of Remuneration Committee Noble Development Public Company Limited Independent Director and Chairman of the Audit Committee Surapon Foods Public Company Limited Director Noble Estate Company Limited
noble development public company limited annual report 2008
page 01 031
Board of Directors, Audit Committee and Executive Officers (Cont’d)
Mr. Narong Taychachaiwong
Position
Independent Director, Member of the Audit Committee, Chairman of the Nomination Committee and Member of Remuneration Committee
Education
B.FA., Fine Art, University of Central Florida, USA.
Training from Thai Institute of Directors Association
Number of Shares Changed in 2008
Number of Shares
Director Accreditation Program (DAP) Class 2/2003
No
Experience Present - -
Independent Director, Member of the Audit Committee, Chairman of the Nomination Committee and Member of Remuneration Committee Noble Development Public Company Limited Chairman and Chief Executive Officer Inter-Far East Engineering Public Company Limited
Mr. Surachet Suboonson
Position
Independent Director, Member of the Audit Committee, Member of the Nomination Committee and Chairman of Remuneration Committee
Education
B.A., Accounting, Thammasat University
Training from Thai Institute of Directors Association
Number of Shares Changed in 2008
Number of Shares
Director Accreditation Program (DAP) Class 64/2007
No
Experience Present -
Independent Director, Member of the Audit Committee, Member of the Nomination Committee and Chairman of Remuneration Committee Noble Development Public Company Limited
noble development public company limited annual report 2008
page 01 032
Board of Directors, Audit Committee and Executive Officers (Cont’d)
Mrs. Angkana Intravichien
Position
Education
Training from Thai Institute of Directors Association
-
Number of Shares
-
Number of Shares Changed in 2008
Vice President: Accounting and Finance Department Master of Business Administration, NIDA
No
Experience Present - Vice President: Accounting and Finance Department Noble Development Public Company Limited
* Remark All of the company’s executive officers do not hold the Company and its subsidiaries’ debentures
noble development public company limited annual report 2008
page 01 033
Corporate Governance
Realizing the importance of good corporate governance, the primary factor in enhancing effective management system, reflecting high standard and transparent management, leading the Company to achieve a sustainable growth, and building up confidence to shareholders, foreign and domestic investors, stakeholders including customers and creditors; hence, the Company adopt the corporate governance principles set by the Stock Exchange of Thailand as the guideline in operation and consider as the core business policy. The Company’s Corporate Governance policy for 2009 can be summarized as follows:
1 / Rights of the Shareholders: The Company embraces the importance of all shareholders’ rights. All of Company’s shareholders shall have these following rights: • Rights to receive and transfer shares. • Rights to receive the adequate information on timely basis. • Rights to share Company’s profit under the equality ground. • Rights to attend the meeting and vote for the significant policy or decision of the Company and the right of shareholders that the Board of Directors must address and gain vote from the shareholders’ meeting. • Rights to appoint and discharge Company directors, and to approve the independent auditors. • Rights to voice their opinions and make joint decision making as well as to raise the question during the shareholders’ meeting. • Other legal rights.
Noble Development organizes an Annual General Shareholders’ Meeting within four months after closing date of its fiscal year according to the law. In some urgent cases, the Company may call for an irregular shareholders’ meeting, whose agenda shall affect the interest of shareholders or the change of rule and legal aspect that must be approved by shareholders. This irregular shareholders’ meeting will be conducted on case by case basis.
The Company shall give notice before calling the meeting and distribute both Thai and English version of an agenda, supplementary documents, and the opinion from Audit Committee, if any, to all shareholders at least 7 days in advance, including three consecutive days of notice on newspaper at least three days prior to the meeting. All the meeting agenda details will be available on the Company’s website, www.noblehome.com, 30 days prior to the meeting date, so that the shareholders may have sufficient time for investigation before making their decisions. Time and location of the meeting will be base on the utmost respect to shareholders convenient.
At least 6 directors from the Board of Directors shall attend the shareholders’ meeting, including at least 2 from the Audit Committee. Chairman of the Board of Directors shall attend every shareholders’ meeting to answer questions and concerns posed by shareholders. Allocating enough time for the meeting and discussion, the Chairman conducts each meeting suitably and transparently, allowing thorough expression of views and queries before each ballot round under the free vote atmosphere.
The Company provides an opportunity to shareholders to propose subject matters to be included as the agenda and to propose candidate to be nominated for director (Please refer to “Equality of the shareholders” section). The Company also encourages every shareholder to submit their questions through the Company’s website prior to the meeting.
The minutes of a meeting will be recorded, summarized, stored for, being inspected, and sent to the Stock Exchange of Thailand afterward for shareholders and investors information.
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 2 / Equality of the Shareholders:
Other than shareholder’s rights, the Company values and treats all shareholders fairly procedures to propose subject matters to be included as the agenda and to propose candidate to be nominated for director. To promote transparency, criteria to propose subject matters to be included as the agenda is clearly defined according to the information publicized on the Company’s website. The same concept apply to propose candidate to be nominated as the director, the criteria is posted on the website. www.noblehome.com
In case the shareholders can not self-attend the meeting, the Company proposes that the shareholders can appoint the independent director as the proxy. In addition, the Company has notified the detail of independent directors in summoning a shareholders’ meeting for the shareholders to appoint the independent directors as the proxy, to vote on their behalf through proxy forms designed by Department of Business Development, the Ministry of Commerce.
The meeting will be conducted in sequence of agenda as specified in the invitation and no additional agenda without prior notice to shareholders. The Company uses voting tickets to allow each shareholder equal opportunity and for transparency and inspection issues. For appointing the Board of Directors, each director will be elected in each ballot round. In case of conflict of interest that might occur in any given voting, the decision of the people who is considered as interested party will not be counted.
The company has set up the measure to prohibit directors, executives, and employees from using internal information for personal benefit or abusive self-dealing. For instance, insider trading, open unpublicized information to person relates to directors and executives which can cause damage to shareholders . (Please refer to “Internal data use control”)
During 2008, neither the Company received any petition regarding violation basic rights of shareholder nor the Directors and executives pursued insider trading case, proving the effectiveness of misconduct control in this regard.
3 / Role of the Stakeholders:
The Company has the policy to serve mutual benefits among itself, internal stakeholders including management and employee, and external stakeholders e.g. customer, creditor, competitor, government, and all relevant agency. By cooperating among itself and interested party to benefit business operation and build up confidence as well as enhance potential, we, therefore, promote the coherence and trust among every party in order to sustain our competitiveness and stability in expansion.
•
Customers : As our most important supporters and stakeholders, we value our customers and do our best to protect their benefit. The Company aims and acknowledges all employees that after sale service as its best, the doorstep, is not the end of relationship but it is where is the relationship starts. We develops not only the design, the quality and the standard of our houses, but also the after-sale project management division to maintain a pleasant environment and offer maintenance service to the customer before condominium juristic person or house juristic person is established. Moreover, we offer the information about our house’s designs and materials, so that the customer can compare our quality and standard with others. The Company also emphasizes on preservation of customer’s information for misused dealing.
•
Employee : the most important human resource to the Company, the key drives to success. The Company’s business ethical code of conduct has been written that employees are treated equally and fairly, including appropriate compensation, welfare and fringe benefit including pension fund, life insurance, health insurance, financial aids for maternity, death of parents, annual excursion, “Noble Champion Cup” sport event to encourage relationship in the workplace, and 24-hour security in the workplace to protect employment from crime and robbery. The Company also encourages training and development to enhance competency for present responsibility and line of works. Moreover, the employees are able to participate with the executive officers to establish goals of the Company.
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 3 / Role of the Stakeholders: (Cont’d) • Competitors : We promote the free-trade policy and fair competition under the legal regulation and business ethic and avoid unfair competition to defeat competitors. •
Partners : For mutual benefit between the Company and our partners, we transparently and fairly select our contractors (partners), and follow every contract strictly. Generally, the contract already includes the labor and the material cost. In the situation of material shortage while the Company has better negotiation position, we offer our hand in negotiating for a better solution in order to support our contractors.
• Creditors : Although we have a strong financial status and liquidity, we never forget the importance of the financial support from our investors and financial institutions. Therefore, we will maintain our financial status and adhere to the strict policy as best as we have done so far. •
Shareholders : In order to be the best representative of our shareholders to achieve a sustainable growth and competency, under a transparent code of conduct, the Company publishes all the relevant information through Company’s website, organize analyst meeting quarterly, and has the road show for international investors show in timely basis. (Please refer to “Information Disclosure and Transparency”)
•
Government and Relevant Agency : The Company respects and follows the relevant laws and regulations strictly. We emphasize and understand the intention and objective of each of every related land and building Act e.g. Land Allocation Act, Condominium Act, Building Construction Control Act in order to advantage our customer, environment, community and society.
•
Community and Society : As a Thai Company, we realize that although profit is the ultimate goal but it should not base on unfair or disturbance basis but responsible for community and society by complying to policies, rules, and regulations. Therefore, we develop our after-sale project management division to maintain a pleasant environment and offer maintenance service to the customer even after the proprietorship is transferred. Additionally, the Company donated to various society and community projects such as sponsorship of Chulalongkorn Academy Fair 2008, financial aid for fire victims in the Muslim community. For social activities, the Company created the new community namely “Noble ID” to bring a whole new experience and share a good thing to Noble ID members and also to non-Noble Development clients with no expense. In 2008, the activities included the game to win the ticket for musical play “Kang Lung Parb” and “Live Concert with Noble in the garden”. If interested, one can enter www.noblehome.com for participation. For environmental and energy preservation, the Company encourage executives and employee to save energy by turn off air conditioner when not use, turn off electricity during the lunch break. The Company tries its best effort and most possible way to reduce global warming.
The Company gives the opportunities for the conflicted or related persons to express their opinions regarding the Company’s operation or complain on unfair treatment, unlawful and unethical actions through www.noblehome.com. The central division will then pass these matters to executive afterward.
4 / Information Disclosure and Transparency:
Other than disclosure criteria according to the Stock Exchange of Thailand, the Company emphasizes on the importance of the correctness, transparency, up-to-date and accessibility of financial, project progress, and performance to shareholders, investors, and related parties through every SET’s channel. Moreover, the Company also distributes the information, project details, development, and real estate tips both in Thai and English version through www.noblehome.com. Those who have inquiries, comments, and suggestions can post them via the earlier website. Moreover, the Company regularly set up the analyst meeting quarterly to open a forum where
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 4 / Information Disclosure and Transparency: (Cont’d)
our management attends to answer the inquiries from the investors, analysts, and interested parties. In addition, the Company has a roadshow program in order to update the Company’s information and progress to the foreign investors. Any further information, please contact Ms.Vasana Thieansirisak at 02-251-9955 ext. 1400-1401 and the e-mail address vasana@noblehome.com, or visit us at www.noblehome.com.
The Board of Directors realizes their great responsibility of financial statement disclosure. Financial statement must present with correction, consistency, and completion of financial status and performance and sufficient notes. The Company must employ appropriate accounting policy, exercise it regularly and has the audited financial statements and comply with generally accepted accounting principles and related rules and regulations.The Company’s financial statement was audited by Pricewaterhouse ABAS, expressing its opinion in the auditor’s report in the annual meeting already. Also, the Board of Directors is responsible for the accuracy of all material information in annual report.
The Board of Directors has the duty to attend the meetings. There were 29 meeting held in 2008. (Please refer to “The Board of Directors” section)
The Company’s board of directors has set up the audit committee who are independent directors to review quality of financial statement, internal control, and, risk management control. (Please see in “The Audit Committee’s Report” section)
The Company has defined role and responsibilities of board of directors and their remuneration, accordingly. The corporate governance policy has been clarified regarding the related parties especially the external parties. Policy guidance of corporate governance was approved by board of directors.
To prevent and avoid the conflict of interests, the Company does not allow its directors and management, their spouses and children under legal age, to use inside and not public information to take advantage of Company’s share price or any other way for their own interest. The directors and executives have duty to submit the report regarding any change on their security holding (Please refer to “Monitoring the utilization of internal information” section). In addition, the Company sets the very strict policy regarding the approval of transactions between the related parties. Their decision will not be counted as they are considered as interested party.
5 / Board of Directors’ responsibilities:
5.1 Board of Directors’ and subcommittees’ structure.
Board of Directors consists of 8 directors, as of 31 December 2008, • 4 executive directors • 4 independent directors The independent directors are one having the qualifications specified by the Stock Exchange of Thailand and the Securities and Exchange Commission.
The number of independent directors represents 50% of the entire board. All directors are characterized by reputable, knowledgeable, experienced, and unbiased. They are not under management’s authority, capable of investigation, be able to balance other director’s power and exercises independent objection. It is confident that operation of the company is managed freely, clearly, and transparently.
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 5 / Board of Directors’ responsibilities: (Cont’d)
5.1 Board of Directors’ and subcommittees’ structure. (Cont’d)
To comply with the Corporate Governance by clearly separating the role, power, and responsibility for balancing business operation, the Board of Directors determines that the Chairman must not be the same person as Managing director. The 50% structure of independent director creates the appropriate balancing of power and transparent checking and monitoring
5.1.1 Term of board of directors Under the Company’s articles of association, in every annual shareholders meeting, at least one third of board of directors must resign. In the case that three can not be divided evenly, the closet number is accepted. For the first and second year after the company has set up and registered, the resigned directors are determined by randomly drawing, after that the director who stay longest must resign. However, the resigned director can be re-elected. The term of director is detailed in corporate governance. 5.1.2 Appointment of Company’s director in other company According to the Company’s articles of association, the Company’s director is not allowed to be appointed in any board of directors or shareholder or partner of either the company or the other kind of business entity, whose business activity is the same with the Company or can be a direct competitor with the Company except giving notice to the shareholders meeting prior to the appointment.
The same rules apply to subsidiaries, to completely conform the good corporate governance concept set forth by Stock Exchange of Thailand,
In 2008, none of Company’s directors was the directors in subsidiaries or other companies more than 6 companies. Those who are directors of subsidiaries and other company per se, according to the audit committee, have no significant effect on Company’s operations and that companies are appropriate for the Directors. (Please refer to “Board of Directors, Audit Committee and Executive Officers” section)
5.1.3 The corporate secretary At The Board of Directors meeting No. 7/2008 on August 28, 2008, the Board of Directors has appointed Ms. Ketsaraporn Yanasarn as the corporate secretary who will ensure the activity of the Board of Directors and the Company as follow: • Documentation as follow - Director registration - Invitation letter for Board of Director meeting, minute of Board of Director meeting and Company annual report. - Invitation letter for Shareholder meeing • Keeping the related-transaction and conflict of interest report submitted by directors and executives • Other duties as specified by SET and SEC.
5.2 Subcommittee
The Company’s Board of Directors has set up the Audit Committee with 2 years term, fully-experienced in internal control and financial statement to achieve complete, adequate, and transparent financial report. Structure, scope, duty, and responsibility of Audit Committee are set forth by the Stock Exchange of Thailand (Please refer to “The Audit Committee” section) The Chairman of the Audit Committee does the report in order to disclose in annual report and 56-1 report
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 5 / Board of Directors’ responsibilities: (Cont’d)
5.2 Subcommittee (Cont’d)
In order to pursue the good corporate governance, the Board of Directors meeting No. 5/2009 on March 19, 2009 appointed the Remuneration Committee. The detail of composition, duties, and responsibilities of the Nomination and Remuneration Committee is set according to SET. (Please refer to “Nomination and Remuneration Committee” section)
5.3 Roles, duties, and responsibilities of Board of Directors
Board of Directors has the knowledge, capability, and business experience. Board of Directors determined to represent shareholders to set forth policies, vision, strategies, target, mission statement, business plan, budget, risk management policy, good governance, and monitoring management. The segregation of Board and management allows maximum goodwill and best interest of the Company and therefore, shareholders.
5.3.1 Corporate Governance and Ethics Under moral and ethical code of conduct, written and approved by the Company’s Board of Directors meeting on February 26, 2008, the Company clearly determined code of conduct, including the rights of shareholders, related transaction, monitoring the assets and utilization of internal information, to guideline and direct Board of Directors, management, and employee. According to corporate governance principle, there will be the re-assessment of business code of conduct every year by the Company’s Board of Directors.
The Board of Directors reviewed the policy and evaluated the corporate governance policy for 2008 and then presented to Board of Directors’ meeting no. 3/2009 on February 24, 2009 before revising and announced to the employees afterwards. In case of changing, correcting, adding the business ethics, the same procedure as revising corporate governance policy applies. The Company deter mines the codes for executives and employees and monitor the result of the code continuously as well as penalty set up to prevent violation.
5.3.2 Internal Control System and Risk Management The Company’s Board of Directors insists on intensive, internal control, internal audit, and proper risk management. Clear segregation of Board of Directors, Audit Committee, the management, and their authority and duties together with independent control system, reciprocal check-and-balance power permit the ultimate interest to the organization. The internal control team reports directly to managing director and Audit Committee (Please refer to “Monitoring the utilization of internal information” section).
On February 24, 2009 the Company’s Board of Director assessed the internal control and risk management system and had them reported to the Company’s Audit Committee.
5.4 Board of Directors’ meeting
On the regular but appropriately and necessity basis, the Company organizes Board of Director meeting at least once in every three months in which the agenda generally involves the operating results presided by Chairman and meetings are organized in appropriate time. There are 2 categories of meeting
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 5 / Board of Directors’ responsibilities: (Cont’d)
5.4 Board of Directors’ meeting (Cont’d)
Subcommittee meeting : involves agenda of normal daily operation that do not affect the Company’s policy for instance, water meter request, home address acquiring, and bank account opening/closing. Five directors have been assigned from Board of Directors to attend subcommittee meeting namely, Mr.Kitti Thanakitamnuay, Mr. Sitti Leelakasamelerk, Mr. Thongchai Busrapan, Ms.Vasana Thieansirisak, and Mr. Surachet Suboonson.
Board of Directors meeting: involves agenda of Company policy, investment, financial statement, corporate governance, and other non-routine decision. At least 7 days prior to every meeting, the directors will receive the materials consisted of the meeting agenda and relevant information. Chairman and directors are free to propose matters to be included as the agenda for the meeting. Each director is required to attend every board meeting, unless the proper excuse, and freely to raise and screen the agenda. Directors preserve the rights to obtain more relevant information, if needed.
In case of absentee, other directors will be invited and minutes of meeting will be reported to Board of Directors meeting for approval.
In every meeting, the Chairman shall allocate considerably enough time for deliberate discussion and allow the executive management who involves in any given agenda to attend. The minutes will be recorded in detail and retained for the Board of Directors and related person to be later inspected.
The Audit Committee held at least 4 meetings a year and occasionally extra meeting on a proper time basis. The meeting does not limited to reviewing the Financial Statements but also being acknowledged the internal audit and suggestion from external auditor for more efficient management. The invitation letter, agenda, and supplementary documents are distributed 7 days prior to the meeting date. The minute will be in written format and stored. (Please see the attendance of Audit Committee in the “The Audit Committee’s Report” section)
5.5 Self-assessment
The Board of Directors conducts the self-assessment test annually, using the assessment form based on the Stock Exchange of Thailand’s regulation. The self-assessment test reflects the director’s the obstacles and challenges and evaluates the performance in that regard for the previous year. The Board of Directors did the self-assessment test in the meeting 3/2009 on February 24, 2009. (Please refer to Nomination and Remuneration committee)
5.6 Remunerations
The Company has clearly determined the policy controlling remuneration of directors which was approved at the shareholders’ meeting. Since the Company has the same Board of Directors for subsidiaries, the remuneration of directors in subsidiaries is already included in the parent Company. Remunerations for the Board of Directors in 2008 are detailed in the “Director Nomination and Director Remuneration”
For the executives, their remunerations depend on the Company’s operating results and their individual performances and comparing to the equivalent industry. The objective is to motivate and create a competitive strength. To comply with Corporate Governance procedure, the Board of Directors passed the resolution to appoint the Remuneration Committee in the Board of Director’s meeing no.5/2009 on March 19, 2009.
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 5 / Board of Directors’ responsibilities: (Cont’d) 5.7
The Company arranges the meeting between Board of Directors and each project executives every year, so that the Board of Directors can have a site visits with the respective project executive and share vision and opinion that leads to a good coherence, business direction, policy, and strategy afterward.
Directors and management training
Board of Directors continues to try and enhance their value by participation in activities, courses and events which add to their knowledge base in the continually changing business environment to ensure that they are updated and possess full knowledge. All the Company’s directors have attended important training courses that are available such as Director Certification Program (DCP), and most of them have also passed the Director Accreditation Program (DAP) held by the Thai Institute of Directors Association (IOD)
In 2008 Mr.Kitti Thanakitamnuay, the Company’s Chairman and Chief Executive Officer, attended the Director Accreditation Program (DAP). (Please refer to “Board of Directors, Audit Committee and Executive Officers” section) 5.7.1 Directors’ orientation Whenever the new director is appointed, the corporate secretary will provide the document indicating roles, duties, and responsibilities of the Company’s director. The Company arranges an orientation program for the new director regarding its business and other related topics including: • Vision and goal • Management structure • Operating and activity • Roles, duties and responsibility of director • Corporate governance • Personal profile of directors and executives • Director compensation and qualification 5.7.2 Succession planning To prepare for the retirement of senior management and in order to avoid disruption in operation, the Company plans and works on in each area for instance, new project development, marketing, and sales. Each working group consists of top management and top line managers to determine working plans and coordinate together. For instance, the working group of new investment project, whose job includes acquiring a new land, consists of Managing Director, Deputy Managing Director of support line, senior vice president and other executive in that department. The Company believes that this method can be a tool to develop the potential of junior management as well as to empower responsibility of senior management. The encouragement of participation from top to bottom will enhance the transfer of skill and experience step by step and also obligation and responsibility at the same time. Monitoring the utilization of internal information The Company set the policy to avoid the abuse of the Company’s internal information for personal benefit including engaging in any transaction of the Company shares within one month before the financial statements are disclosed to the public, that may affect the securities’ trading prices, as follows • The Company prohibits directors and executives including their spouses and dependents from abusing the unpublicized internal information for their personal benefits.
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 5 / Board of Directors’ responsibilities: (Cont’d) Monitoring the utilization of internal information (Cont’d) •
The Board of Directors and executives have the duty to submit the report on any changed regarding their securities holding to the Company, SET and SEC. The Company also informed its executives of their duties and obligations in preparing such report and disclosure of securities holding, including the stipulations on penalties in Article 275 of the Securities and Exchange Act B.E.2535 (A.D.1992), which are maximum THB 500,000 fine and maximum THB 10,000 fine per day until the report in question has been filed.
• The executives will be punished if they use the internal information for their personal benefits.
• According to Article 59 of the Securities and Exchange Act B.E.2535 (A.D.1992), the executives must report any change regarding their securities holding, SET and SEC They must as well report same matter to the Company in the same day.
Internal control The Board of Directors assigned the Audit Committee to supervise, monitor and review the properness and effectiveness of internal control system to ensure that the Company’s internal control is appropriate and adequate to protect the Company and its subsidiaries’ properties for the benefit of the shareholders. The Company has internal audit team to monitor and assess the internal control in every operating unit for continuously effective and efficient development and to regularly follow and correct the significant assessment particularly the risk assessment issue which might impact its operation and incur the conflict of interest.
To evaluate that the system complies the government’s rules and regulations, corporate governance, adequacy, properness and efficient internal controls, the scope of internal controls are separated into 3 main areas which are construction, sale, and transfer of ownership. Moreover, the assessment also covered the adequacy and appropriateness of policies, rules and regulations, work procedures, task allocation, empowerment and approval authority, and the preparation of in-time, reliable, and efficient of reports to management.
The Board of Directors Meeting No. 3/2009 on February 24, 2008 consisting of the Board of Directors and the Audit Committee reviewed and evaluated the sufficiency of the internal control system for the year 2008 covering many areas which are organization and environment, risk management, operation control by the executives, information & communication and monitoring system. The assessment found that the Company has the sufficient and efficient internal system and found none of significant material items that may potentially have adverse effects to the Company. The Details are shown in annual report.
In 2008, The Company has connected transaction with subsidiaries and conflict of interest person and disclosed these subjects in the notes no.12 and no.27 of consolidated and Company financial statements as of December 31, 2008. Regarding the policy toward connected transaction and conflicted of interest person, it has been done strictly under the rules and regulations of SET and SEC. In addition, price, compensation, and fee of connected transactions are determined based on market price and best interest of the Company. In the future, the following connected transaction between the Company or subsidiaries and director or executives or related person can be approved by the management and doesn’t require the approval of the Board of Directors or Shareholder’s meeting resolution, regarding the rules and regulations of SET and SEC.
noble development public company limited annual report 2008
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Corporate Governance (Cont’d) 5 / Board of Directors’ responsibilities: (Cont’d) Internal control (Cont’d) 1) Ordinary transaction whose business term and condition is done in normal practice and would have been the same with the otherwise general counter party, without negotiation power from director, executive., or related person. 2) The transaction has been done under the rights of employee, given that rights are not a special treat for particular person.
noble development public company limited annual report 2008
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The Audit Committee’s Report
The Audit Committee of Noble Development Public Company Limited comprises of 3 independent directors. The chairman of the Audit Committee is Mrs. Boonperm Jiamtiranat and members of the Committee are Mr. Narong Taychachaiwong and Mr. Surachet Suboonson. The 3 independent directors are neither involved with management nor hired by Company. The chairman of the Audit Committee and one of the independent directors has knowledge and experiences in accounting field. In 2008, the Audit Committee held 4 meetings and 1 meeting in 2009 until the day of issued report to review and regulate the operations in accordance with assigned scope of duties and responsibilities and report to the Board of Directors to meet the regulations of the Stock Exchange of Thailand regarding good Corporate Governance. This 5 meetings also appropriately joined by the internal audit team and the Company’s external auditor. The details can be summarized as follows:
1) Review of quarterly and annual financial statements:
The meetings with the Company’s auditor, PricewaterhouseCoopers ABAS Ltd., were held in order to acknowledge the matters and exchange opinions, to evaluate the quality and accuracy of the 2008 quarterly and annual Financial Statements prepared by the Management, and also to assess the adequacy of disclosure in financial statement information. In conclusion, the Audit Committee agreed with the Company’s auditor that the financial statement per se present fairly in all material respects in accordance with generally accepted accounting principles.
2) Review of internal audit assessment:
The Audit Committee reviewed the internal control system to evaluate the efficiency, adequacy, and appropriateness of the Company’s internal control system, which could affect the reliability and accuracy of the financial statements. The meetings with the internal audit team were also held to acknowledge the result of the Company’s internal control system, as well as suggestions to improve the Company’s internal control system to be sufficient and more efficient and to comply with the an- nouncement of SEC and SET. The Audit Committee agreed with the Company’s auditor that the Company had a decent internal audit system as well as internal control for subsidiaries both adequate and effective.
3) Review of rules and regulation conformity:
The Audit Committee had verified the Company’s compliance with the Securities and Exchange Act of the Stock Exchange of Thailand, and also laws, rules, and regulations related to the Company’s operation. Significantly, no violation of related law, rules and regulation were found.
noble development public company limited annual report 2008
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The Audit Committee’s Report (Cont’d) 4) Review of risk management:
The Audit Committee reviewed and revised the connection be- tween internal audit and risk management from all of the Company’s operations, including the re-assessment of policy risk, risk factor, risk management framework, and the progress of risk management. The Audit Committee concluded that the Company had efficiency and effective risk management and constantly adjustment to the changing situation.
5) Review of connected transactions:
The Audit Committee reviewed and revised the Company’s disclosure of connected transactions or conflict of interest transactions. According to rules and regulations set by SET and SEC, The Audit Committee found that the Company’s financial statement disclosure of that transactions were adequately and suitable.
6) Reappointment of external auditor: The Audit Committee considered and proposed to reappoint PricewaterhouseCoopers ABAS Ltd. as the Company’s auditor for another year in 2009. The auditor reappointment and auditing fee would be considered and proposed to the Board of Directors and afterward it would be proposed to the 2009 annual share holders’ meeting. From the acts of auditing independently and thoroughly within the appointed scopes and responsibilities, the Audit Committee concluded that the Company had an sufficient and efficient internal control system that was appropriate to the Company’s operation and no significant transaction or situation related to internal control system that could become significant weakness which might affect the Company’s financial status and operating performance. The Company’s financial statements were disclosed adequately and properly regarding related transactions and conflict of interest transactions. In addition, the Audit Committee found no situation that the Company operated against the laws, rules and regulations significantly. Furthermore, the Company’s operation and good governance framework worked together in a perfect harmony making the operation itself better and fit to the business environment.
Mrs. Boonperm Jiamtiranat Chairman of the Audit Committee February 24, 2009
noble development public company limited annual report 2008
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Charts of Operating Performance and Revenue Structure
Charts of Operating Performance Total Assets and Shareholders’ Equity
9,000 8,000
7,493
7,000
6,140
6,000 5,000 4,000
3,500
3,224
3,000 2,000 1,000 0
2007
2008
Shareholders’ Equity
Total Assets
Debt and Net Debt to Equity Ratio
2
1.5
1.14
1.03
1.0
0.90
0.81
0.5
0
2008
2007 D/E Ratio
Net D/E Ratio
noble development public company limited annual report 2008
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Charts of Operating Performance and Revenue Structure (Cont’d) Charts of Operating Performance (Cont’d)
Total Revenues and Net Profit
3,500
2,500
2,410
2,345
1,500
349
500
246
-500
2008
2007 Total Revenues
Net profit
noble development public company limited annual report 2008
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Charts of Operating Performance and Revenue Structure (Cont’d) Charts of Revenue Structure
Unit : Million Baht
2008
2007
Revenue from Real Estate Development Business Revenue from Retail , Rental and Sevice Others Income
2,313 39 58
2,203 90 53
2,410
2,345
Total
2008 Revenues Structure
Other Income
Revenue from Retail , Rental and Service
2.4%
1.6%
94.0% Revenue from Real Estate Development Business
Revenue from Real Estate Development Business
96.0%
2.2% Other Income
3.8% Revenue from Retail , Rental and Service
2007 Revenues Structure
noble development public company limited annual report 2008
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Analysis of Financial Status and Operating Results
Operating results In 2008, the Company witnessed net profit of THB 348.67 million, which was up 41.6% compare to year 2007 whose net profit was THB 246.16 million. The operating results breakdown was listed below: •
Year 2008 the revenue from sales-real estate development business was THB 2,313.07 million up by THB 109.96 million relative to year 2007. The increase in proportion of the realized sales value from condominium projects was much more than that of 2007, mainly contributed by the accrued revenue of several successful condominium projects in the past and the speedy construction in progress intended to transfer ownership in 2009. Our projects, Noble Tara Ngamwongwan, Noble Tara Ngamwongwan 2, and Noble Sarasin, were sold out. At the end of 2008, the Company had the unrealized revenue (backlog) which was expected to be realized in the near future equal to THB 2,800 million.
• The gross profit margin from sales-real estate development business was 39.9% in 2008 and its counterpart in 2007 was 37.1%. •
The selling and administration expenses in 2008 dropped by THB 19.81 million compare to the previous year to THB 431.33 million, equivalent to 18.3% of the revenue from sales and services, which was reduced from 2007, equal to 19.7%. The main reason was the change of Playground Store from department store to commercial area for rent.
• In 2008, the net profit margin before and after tax of the Company equaled to 21.2% and 14.5%, respectively, up from 2007 by 16.4% and 10.5%, respectively.
Financial status •
Total assets of the Company and its subsidiaries as of December 31, 2008 was THB 7,492.82 million, increase by THB 1,352.40 million relatively to 2007 which was 22.0% increasing. Main contribution were increasing in property plant and equipment by THB 717.42 million, unbilled completed work up by THB 1,244.78 million, and the reduction of real estate development cost by THB 654.64 million, The significant increase in unbilled completed work was due to the progress of condominium projects, Noble Remix and Noble SOLO.
•
Total liabilities as of December 31, 2008 was THB 3,993.20 million, up from 2007 by THB 1,076.74 million with the major factors consisted of increase in loan by THB 626.73 million, increase in trade accounts payable – construction by 240.06, increase in deposits and advances received from customers by THB 78.59 million from sales of Noble Reveal. The main reason behind the increase of loan were preparing the source of fund of the Company to expand operation and open new projects, plus the acceleration of condominium construction proposed to transfer ownership in 2009.
• The debt to equity ratio and the net debt to equity ratio as of December 31, 2008 was 1.14, and 1.03, respectively. Net debt to equity ratio was higher than that in 2007, which was 0.81. • The Company and its subsidiaries’ shareholders’ equity in 2008 was recorded THB 3,499.62 million, increasing by 8.6% from THB 3,223.97 million in 2007. The return on equity was 10.4%. The book value per share increased from THB 7.06 per share in 2007 to THB 7.67 per share in 2008.
noble development public company limited annual report 2008
page 01 049
Analysis of Financial Status and Operating Results (Cont’d) Financial status (Cont’d) In spite of internal and external threats, such as “oil push” inflated cost of construction, global economic crisis, and domestic political turmoil, the Company still maintained stable growth of sales revenue for year 2008, on account of the excellent support from Company’s condominium buyer, especially more than THB 1,000 million of sales of Noble Reveal on the first selling day. The optimistic outlook for 2009 is backed by the good signal and positive momentum continued from the end of year previous. Oil price is decreasing. The nation’s appetite for fiscal and monetary stimulus is set to continue in 2009 and yet have already been well answered by the new government. Especially, specific measure for real estate sector that give direct benefit to entrepreneur who has inventory ready for transfer within 2009. At the end of 2008, the Company had, in total of THB 1,600 million, land plots, single detached houses, and condominiums ready for sale. With all of its business vision and experiences, efficiency management, and healthy financial status, the Company believes that it can take advantage of these providing opportunities.
The Future Projects The Company is well aware of the opportunity and to response with the Company’s philosophy of continuously innovation, at least 3 new projects can be expected in 2009, as the total value of THB 4,700 million. These projects are the project of town home on the high potential location, Pattanakarn Road, 3 kms away from Soi Thonglor, 1 kms from Express way Pattanakarn exit, and other connected road, surrounding by full-scale facilities, and another 2 condominium projects which its location will be closed to sky train network, among modern amenities and shopping area the best for city living.
Business Goal The Company’s goal is to introduce the different living and lifestyle through the new concept and innovative design and to be a leader in design and uniqueness. In term of number, with effective administration and disciplinary budgeting, the growth rate has set to be 15%-20% per annum to achieve continuous and sustainable expansion. According to that, in year 2009 the Company plans to acquire more lands in the prime location, which cost will be around THB1,000 million, as our assets to generate continue revenues and therefore to reach the Company’s goal.
noble development public company limited annual report 2008
page 01 050
Remunerations for External Auditor
Audit Fee
In 2008, the Company and its subsidiaries paid the audit fee totaling Baht 3,064,000 and out of pocket expenses totaling Baht 22,765 to the Company’s external auditor, PricewaterhouseCoopers ABAS Ltd.
Non-Audit Fee
In 2008, the Company and its subsidiaries have a commitment to pay for the uncompleted services, which are legal and tax matters service fee, to PricewaterhouseCoopers ABAS Ltd., totaling Baht 60,000.
noble development public company limited annual report 2008
page 01 051
Company Factsheet
Noble Development Public Company Limited
Head Office
19th Fl., Tonson Tower, 900 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330
Home Page
www.noblehome.com
Main Business
Registered Number
Registered Capital
Paid Up Capital
Property Development 0107538000312 456,471,175 Shares at Baht 3 par value totaling Baht 1,369,413,525 Baht 1,369,413,525
Ordinary share Registrar
Thailand Securities Depository Company Limited 4th, 6th- 7th Fl., The Stock Exchange of Thailand Building 62 Rachadapisek Road, Klongteoy, Bangkok 10110 Tel. 0-2229-2800
Auditor
Mr. Sudwin Panyawongkhanti Certified Public Accountant Registration No. 3534 PricewaterhouseCoopers ABAS Limited 15th Fl., Bangkok City Tower 179/74 – 80 South Sathorn Road, Bangkok 10120 Tel. 0-2286-9999, 0-2344-1000
Legal Advisor
Mr. Pisitt Krainutsitt Lawyer’s License No. 266/2540 95/174 Panason Garden Home Moo2, Minburi, Bangkok 10510 Tel. 0-2543-6870
noble development public company limited annual report 2008
page 01 052
Company Factsheet (Cont’d) Address and Telephone Number of Head Office and Projects
• Head Office: Noble Development Public Company Limited
• Noble Anawana Pinklao
58 Moo 6, Nakorn-in-Karnjanapisek Road, Bangkoonkong, Bangkruai, Nontaburi Tel. 0-2985-0683, 0-2985-0686-8, 0-2251-9955
• Noble Tara Pattanakarn
222 Soi Watcharapol (Ruammitrpattana), Ramindra Road, Tarang, Bangkhen, Bangkok Tel. 0-2998-4255, 0-2251-9955
• Noble Geo Rama 5
179 Soi Ruammitrpattana, Watcharapol Road, Tarang, Bangkhen, Bangkok Tel. 0-2998-4255, 0-2251-9955
• Noble Geo Watcharapol
28 Moo 8, Pinklao-Nakornchaisi Road km. 15, Salathammasop, Thaveewattana, Bangkok Tel. 0-2985-0683, 0-2985-0686-8, 0-2251-9955
• Noble Wana Watcharapol
19th Fl., Tonson Tower, 900 Ploenchit Road, Lumpini, Pathumwan, Bangkok Tel. 0-2251-9955
2046 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2720-4000, 0-2251-9955
• Noble Ora Condo
822 Soi Sukhumvit 55 (Thonglor), Sukhumvit Road, Klongton Nue, Wattana, Bangkok Tel. 0-2391-9949, 0-2251-9955
noble development public company limited annual report 2008
page 01 053
Company Factsheet (Cont’d) Address and Telephone Number of Head Office and Projects (Cont’d)
• Noble Zero Nine
• Noble Remix
988 Soi Sukhumvit 55 (Thonglor), Klongton Nue, Wattana, Bangkok Tel. 0-2391-9949, 0-2251-9955
• Noble Residence
988 Soi Sukhumvit 55 (Thonglor), Klongton Nue, Wattana, Bangkok Tel. 0-2391-9949, 0-2251-9955
• Noble Reveal
988 Soi Sukhumvit 55 (Thonglor), Klongton Nue, Wattana, Bangkok Tel. 0-2391-9949, 0-2251-9955
• Noble Reflex
988 Soi Sukhumvit 55 (Thonglor), Klongton Nue, Wattana, Bangkok Tel. 0-2391-9949, 0-2251-9955
• Noble Solo
9 Soi Ruamrudee, Wireless Road, Lumpini, Pathumwan, Bangkok Tel. 0-2391-9949, 0-2251-9955
1100 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2318-5000, 0-2251-9955
• Noble Cube
1100 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2318-5000, 0-2251-9955
noble development public company limited annual report 2008
page 02 054
Auditor’s Report
To the Shareholders and Board of Directors of Noble Development Public Company Limited
I have audited the accompanying consolidated and company balance sheets as at 31 December 2008 and 2007, and the related consolidated and company statements of income, changes in shareholders’ equity and cash flows for the years then ended of Noble Development Public Company Limited and its subsidiaries, and of Noble Development Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information in these financial statements. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my 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 as at 31 December 2008 and 2007, and the consolidated and company results of its operations and its cash flows for the years then ended of Noble Development Public Company Limited and its subsidiaries, and of Noble Development Public Company Limited, respectively, in accordance with generally accepted accounting principles.
Sudwin Panyawongkhanti Certified Public Accountant (Thailand) No. 3534 PricewaterhouseCoopers ABAS Limited Bangkok 24 February 2009
noble development public company limited annual report 2008
page 02 055
Balance Sheets As at 31 December 2008 and 2007
Notes
Consolidated
Company
2008 Baht
2007 Baht
2008 Baht
2007 Baht
402,989,772
307,259,849
91,705,388
254,872,018
8,486,971
10,455,771
7,609,797
9,328,597
5,415,613
4,634,526
1,227,013
1,759,526
366,463 1,670,692,264
1,608,192 425,910,941
213,789 383,255,472
98,605,586
- 246,502,341 3,383,692,579 186,795,681
- 232,706,360 4,040,331,010 352,941,008
- 246,502,341 3,306,116,720 106,247,714
87,400,594 216,204,239 3,226,187,082 242,573,382
5,904,941,684
5,375,847,657
4,142,878,234
4,136,931,024
Assets Current assets Cash and cash equivalents 4 Short-term investments at financial institutions 5 Trade accounts receivable • real estate development business 6 • retail business, rental and services Unbilled completed work 6, 27 b) Short-term loans to and amounts due from subsidiaries (net) 7 Inventories (net) 8 Real estate development cost 9 Other current assets (net) 10
Total current assets
The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 056
Balance Sheets (cont’d)
Notes
Consolidated
2008 Baht
Company
2007 Baht
2008 Baht
2007 Baht
-
-
-
107,055,815
103,459,030
107,055,815
- 597,297,887 5,189,515 36,629,821 18,399,184
442,783,506 668,243,622 5,112,446 16,699,726 146,910,982
442,783,506 564,834,679 3,419,580 36,629,821 11,356,517
Assets (cont’d) Non-current assets Long-term trade accounts receivable (net) 6 - Long-term loans to and amounts due from other companies 11 103,459,030 Investments in subsidiaries, associate and other investment (net) 12 - Property, plant and equipment (net) 13 1,314,714,389 Intangible assets (net) 14 5,409,160 Deferred income tax assets (net) 15 16,699,726 Other non-current assets (net) 16 147,593,820
Total non-current assets
1,587,876,125
764,572,222
1,383,209,312
1,166,079,918
Total assets
7,492,817,809
6,140,419,879
5,526,087,546
5,303,010,942
Director
Director
As at 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 057
Balance Sheets (cont’d)
Notes
2008 Baht
Consolidated 2007 Baht
2008 Baht
Company 2007 Baht
Liabilities and shareholders’ equity Current liabilities Short-term loans from • financial institutions 17 - 932,776,437 - 932,776,437 • subsidiary 17, 27 c) - - - 174,600,000 • others 17 - 7,224,065 - Trade accounts payable • construction 611,753,305 404,636,076 236,039,596 183,945,924 • retails, rental and services 1,870,615 9,161,374 1,122,431 Billing in excess of work in progress 6 30,259,020 231,536 30,259,020 Current portion of long-term borrowings 17 477,837,317 3,353,953 477,837,317 3,353,953 Deposits and advances received from customers 227,781,950 149,192,845 213,358,124 117,095,120 Accrued income tax 14,595,633 54,875,796 768,462 23,778,523 Retention payable 75,081,778 42,135,275 38,856,000 28,129,160 Other current liabilities 18 144,845,834 101,301,824 73,704,837 65,388,498 Total current liabilities
1,584,025,452
1,704,889,181
1,071,945,787
1,529,067,615
Non-current liabilities Long-term borrowings 17 Deferred income tax liability (net) 15 Other non-current liabilities
2,272,953,197 136,219,635 -
1,180,707,604 28,480,704 2,376,800
1,435,353,197 - -
745,307,604 -
Total non-current liabilities
2,409,172,832
1,211,565,108
1,435,353,197
745,307,604
Total liabilities
3,993,198,284
2,916,454,289
2,507,298,984
2,274,375,219
As at 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 058
Balance Sheets (cont’d)
Notes
2008 Baht
Consolidated 2007 Baht
2008 Baht
Company 2007 Baht
Liabilities and shareholders’ equity (cont’d) Shareholders’ equity Share capital Issued and fully paid-up registered share capital 19 1,369,413,525 1,369,413,525 1,369,413,525 1,369,413,525 Share premium 19 69,174,340 69,174,340 69,174,340 69,174,340 Share discount 19 - - - Retained earnings Appropriated - Legal reserve 20 110,483,110 107,324,779 110,483,110 107,324,779 Unappropriated 1,950,548,550 1,678,052,946 1,469,717,587 1,482,723,079
Total parent’s shareholders’ equity 21
3,499,619,525 -
3,223,965,590 -
3,018,788,562 -
3,028,635,723 -
Total shareholders’ equity
3,499,619,525
3,223,965,590
3,018,788,562
3,028,635,723
Total liabilities and shareholders’ equity
7,492,817,809
6,140,419,879
5,526,087,546
5,303,010,942
Minority interest
As at 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 059
Statements of Income For the years ended 31 December 2008 and 2007
Notes
2008 Baht
Consolidated 2007 Baht
Revenues from sales - real estate development business 27 a) 2,313,072,985 2,203,115,518 Revenues from sales - retail business 10,020,207 76,820,146 Revenues from rental and services 27 a) 28,506,301 12,837,735 Cost of sales - real estate development business (1,389,393,342) (1,385,821,770) Cost of sales - retail business (24,374,641) (74,914,549) Cost of rental and services (21,130,830) (10,926,133)
Gross profit
Company
2008 Baht
2007 Baht
1,038,341,101
1,164,669,222
- 29,025,171
14,606,050
(620,197,328) - (20,602,529)
(724,321,427) (8,084,368)
916,700,680 58,164,168 (159,564,692) (270,782,877) (985,000)
821,110,947 52,586,214 (208,148,297) (242,011,707) (985,000)
426,566,415 39,338,261 (103,476,222) (231,877,021) (985,000)
446,869,477 53,110,539 (127,894,408) (250,466,705) (985,000)
23 27 a)
543,532,279 (32,379,965)
422,552,157 (37,685,119)
129,566,433 (31,965,869)
120,633,903 (37,130,623)
Profit before income tax
511,152,314 (162,484,607)
384,867,038 (138,703,404)
97,600,564 (34,433,953)
83,503,280 (42,231,103)
348,667,707 246,163,634 63,166,611 Net profit of subsidiary attributable to minority interest 21 - - - Net profit for the year 348,667,707 246,163,634 63,166,611
41,272,177
Other income 22 Selling expenses Administrative expenses Directors’ remuneration 27 a)
Profit before finance costs and income tax Finance costs - interest expense
Income tax
24
Profit before minority interest
- 41,272,177
The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 060
Statements of Income (cont’d)
Notes
Consolidated
Company
2008 Baht
2007 Baht
2008 Baht
2007 Baht
348,667,707
246,163,634
63,166,611
41,272,177
Minority interest
-
-
-
-
Attrubutable to: Equity holders of the parent
Earnings per share for profit attributable to the equity holders of the parent Basic earnings per share (Baht)
25
0.76
0.54
0.14
0.09
Diluted earnings per share (Baht)
-
-
-
-
For the years ended 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
Statements of Changes in Shareholders’ Equity For the years ended 31 December 2008 and 2007
Consolidated (Baht) R etained earnings Issued and fully paid-up Share Share Appropriated- Un- Notes Share capital premium discount legal reserve appropriated Opening balance as at 1 January 2008
Minority interest
Total
69,174,340 - - -
- - - -
107,324,779 1,678,052,946 - 348,667,707 - (73,013,772) 3,158,331 (3,158,331)
- 3,223,965,590 - 348,667,707 - (73,013,772) - -
Closing balance as at 31 December 2008
1,369,413,525
69,174,340
-
110,483,110 1,950,548,550
-
3,499,619,525
2,282,355,875 -
- -
(843,768,010) -
105,261,170 -
1,529,808,466 246,163,634
- -
3,073,657,501 246,163,634
(912,942,350) - -
69,174,340 - -
843,768,010 - -
- - 2,063,609
- (95,855,545) (2,063,609)
- - -
- (95,855,545) -
1,369,413,525
69,174,340
-
107,324,779
1,678,052,946
-
3,223,965,590
Opening balance as at 1 January 2007 Net profit for the year Decrease in par value of share during the year 19 Dividend paid 19 Legal reserve 20
Closing balance as at 31 December 2007
The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
page 02 061
noble development public company limited
annual report 2008
Net profit for the year Dividend paid 19 Legal reserve 20
1,369,413,525 - - -
Statements of Changes in Shareholders’ Equity (cont’d)
Company (Baht) Retained earnings
Notes Opening balance as at 1 January 2008
Net profit for the year Dividend paid Legal reserve
Total
19 20
1,369,413,525 - - -
69,174,340 - - -
- - - -
107,324,779 - - 3,158,331
1,482,723,079 63,166,611 (73,013,772) (3,158,331)
3,028,635,723 63,166,611 (73,013,772) -
1,369,413,525
69,174,340
-
110,483,110
1,469,717,587
3,018,788,562
2,282,355,875 -
- -
(843,768,010) -
105,261,170 -
1,539,370,056 41,272,177
3,083,219,091 41,272,177
(912,942,350) - -
69,174,340 - -
843,768,010 - -
- - 2,063,609
- (95,855,545) (2,063,609)
(95,855,545) -
1,369,413,525
69,174,340
-
107,324,779
1,482,723,079
3,028,635,723
Closing balance as at 31 December 2008 Opening balance as at 1 January 2007
For the years ended 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
page 02 062
annual report 2008
noble development public company limited
Net profit for the year Decrease in par value of share during the year 19 Dividend paid 19 Legal reserve 20
Closing balance 31 December 2007
Issued and fully paid-up Share Share AppropriatedShare capital premium discount legal reserve Unappropriated
page 02 063
Statements of Cash Flows For the years ended 31 December 2008 and 2007
Consolidated
Notes
2008 Baht
2007 Baht
Company
2008 Baht
2007 Baht
97,600,564
83,503,280
Cash flows from operating activities Profit before income tax
511,152,314
384,867,038
Adjustments:
13, 14
37,440,954
28,713,484
32,280,234
14,031,999
Gains from cancelled contracts
Depreciation and amortisation
22
(5,844,183)
(3,227,314)
(4,929,000)
(3,227,314)
Bad debt recovery
11
(14,583,163)
-
(14,583,163)
-
cancelled rental contract
2,946,442
-
-
-
(8,248,357)
7,410,923
-
-
Write-off deposits from
Allowance for obsolescence
of inventories (reversal)
8
Allowance for doubtful
for short-term loans to and amount due from subsidiaries
7
-
-
31,547,445
25,968,931
10
-
-
(8,328,079)
43,501,338
Allowance for doubtful accrued rental
and services fee, accrued
management fees (reversal)
Allowance for doubtful
for long-term loans to and amount due from other company
11
3,602,161
3,729,338
3,602,161
3,729,338
13
8,660,419
-
-
-
16
4,000,000
-
4,000,000
-
Loss from disposals of fixed assets
36,602
358,523
-
-
22
(15,915,426)
(32,782,761)
(17,826,480)
(40,485,641)
Finance costs - interest expense
32,379,965
37,685,119
31,965,869
37,130,623
Allowance for impairment
of equipment
Allowance for deposit
for investment
Interest income
The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 064
Statements of Cash Flows (cont’d) Consolidated
Notes
2008 Baht
2007 Baht
Company
2008 Baht
2007 Baht
Cash flows from operating activities (cont’d) Changes in operating assets and liabilities
Decrease (increase) in operating assets
• trade accounts receivable
- real estate development business
(781,087)
(3,582,514)
532,513
(707,514)
- retail business, rental and services
1,241,729
(649,324)
(213,789)
-
• unbilled completed work (1,244,781,323)
(245,861,016)
(284,649,886)
8,114,739
• amounts due from subsidiaries
7
-
-
935,611
1,882,452
• inventories
90,806,343
12,094,718
40,386,325
(24,407,667)
• real estate development cost
• other current assets
26,140,691
(69,657,498)
4,649,111
24,319,639
• other non-current assets
3,920,617
5,957,869
445,535
2,499,846
159,076,644 (1,174,030,709)
(84,914,167) (1,406,126,259)
Increase (decrease) in operating liabilities
• trade accounts payable
- construction
207,117,229
328,663,297
52,093,672
137,809,491
- retails, rental and services
(7,290,759)
(5,114,808)
1,122,431
-
• billing in excess of work in progress
30,027,484
231,536
30,259,020
-
• deposits and advances received from
customers
83,568,105
(230,468,105)
101,192,004
26,870,654
• retention payable
32,946,503
7,141,350
10,726,840
(796,991)
• other current liabilities
51,296,153
23,902,143
13,636,855
170,223
• other non-current liabilities
(2,376,800)
(884,600)
-
-
(13,460,743)
(925,503,311)
Cash flows receipts (payments) from operating activities before interest received, finance costs paid and income tax paid
41,531,626 (1,066,218,833)
Interest received
12,573,919
39,300,799
35,884,541
87,952,132
Finance costs paid - interest expense
(141,502,868)
(116,894,500)
(111,850,341)
(107,080,151)
Income tax paid
(75,157,438)
(174,746,530)
(37,513,919)
(143,741,331)
Cash flows receipts (payments) from operating activities
(217,547,130) (1,177,843,542)
(71,948,093) (1,229,088,183)
For the years ended 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 065
Statements of Cash Flows (cont’d) Consolidated
Notes
2008 Baht
2007 Baht
2008 Baht
Company 2007 Baht
Cash flows from investing activities Decrease (increase) in guaranteed deposits at banks Short-term borrowings to subsidiaries
7
1,968,800
7,719,827
1,718,800
3,395,314
-
-
(26,594,030)
(39,785,000)
Proceeds from repayments of short-term borrowings to subsidiaries
7
-
-
60,112,000
238,061,512
Proceeds from repayments of long-term borrowings to other company
11
17,923,930
38,882,000
17,923,930
38,882,000
Purchases of property, plant and equipment
13
(258,188,142)
(4,524,815)
(126,082,659)
(3,550,026)
Proceeds from disposal of equipment
293,108
60,119
-
-
14
(2,435,326)
(3,601,974)
(2,435,326)
(3,419,580)
from investing activities
(240,437,630)
38,535,157
(75,357,285)
233,584,220
Purchase of intangible assets Net cash receipts (payments)
Cash flows from financing activities Short-term borrowings from financial institutions • Proceeds
17
• Repayments
17
-
1,776,544,302
(932,776,437) (1,556,020,000)
-
1,776,544,302
(932,776,437) (1,556,020,000)
Short-term borrowings from subsidiary • Proceeds
27 c)
-
-
255,000,000
298,000,000
• Repayments
27 c)
-
-
(429,600,000)
(200,650,000)
17
(7,224,065)
-
-
-
Short-term borrowings from others - Repayments Long-term borrowings from financial institutions • Proceeds
17
1,570,082,910
528,061,557
• Repayments Dividend payment
1,167,882,910
462,661,557
17
(3,353,953)
19
(73,013,772)
(394,065,000)
(3,353,953)
(394,065,000)
(95,855,545)
(73,013,772)
(95,855,545)
from financing activities
553,714,683
258,665,314
(15,861,252)
290,615,314
Net cash receipts (payments)
For the years ended 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 066
Statements of Cash Flows (cont’d) Consolidated
Notes
2008 Baht
2007 Baht
2008 Baht
Company 2007 Baht
Net increase (decrease) in cash and cash equivalents
95,729,923
(880,643,071)
(163,166,630)
(704,888,649)
Cash and cash equivalents - beginning balance
307,259,849
1,187,902,920
254,872,018
959,760,667
Cash and cash equivalents - ending balance
4
402,989,772
307,259,849
91,705,388
254,872,018
development cost to inventories
96,353,967
43,716,948
70,684,427
43,716,948
359,142,825
-
359,142,825
13,174,603
-
13,174,603
Non-cash transactions Transferred projects which 90% of projects have been sold from real estate
Transfer from real estate development cost to property, plant and equipment
9
485,346,966
Transfer from real estate development cost to other current assets
9
-
For the years ended 31 December 2008 and 2007 The notes to the consolidated and company financial statements on pages 02 / 067 to 02 / 109 form an integral part of the financial statements.
noble development public company limited annual report 2008
page 02 067
Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2008 and 2007
1 / General information
Noble Development Public Company Limited (“the Company”) is a public limited company incorporated and resident in Thailand. The address of its registered office is 900 Tonson Tower, 19th floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok.
The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and its subsidiaries are referred to as the “Group”.
The principal business operations of the Company and its subsidiaries (“the Group”) are development of real estate for sale, providing construction services, retail business, rental and services and construction consulting in Thailand.
These consolidated and company financial statements have been approved by the Company’s Board of Directors on 24 February 2009.
2 / Significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated and company financial state ments are set out below:
2.1 Basis of preparation
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 Professions Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act B.E. 2535.
The consolidated and company financial statements have been prepared under the historical cost convention.
The preparation of consolidated and company financial statements in conformity with Thai Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses in the reported periods. Although these estimates are based on management’s best knowledge of current events and actions, actual results may differ from those estimates.
When necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.
An English version of the consolidated and company financial statements have been prepared from the statutory financial statements that are issued 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.
noble development public company limited annual report 2008
page 02 068
2 / Significant accounting policies (Cont’d)
2.2 New accounting standard and amendments to accounting standards
During 2007 and 2008, the Federation of Accounting Professions (“FAP”) has announced new standard and amendments to Thai Accounting Standards (“TAS”) as follows:
•
•
amendments to Thai Accounting Standards and the new Thai Accounting Standard are effective for the period beginning on or after 1 January 2008 except TAS no. 29 (Revised 2007) “Leases” which is effective for the lease contract started on or after 1 January 2008. Revised standards: TAS no. 25 (Revised 2007) TAS no. 29 (Revised 2007) TAS no. 31 (Revised 2007) TAS no. 33 (Revised 2007) TAS no. 35 (Revised 2007) TAS no. 39 (Revised 2007) TAS no. 41 (Revised 2007) TAS no. 43 (Revised 2007) TAS no. 49 (Revised 2007)
“Cash Flow Statements” “Leases” “Inventories” “Borrowing Costs” “Presentation of Financial Statements” “Accounting Policies, Changes in Accounting Estimates and Errors” “Interim Financial Reporting” “Business Combinations” “Construction Contracts”
New standard: TAS no. 51 “Intangible Assets”
amendments to Thai Accounting Standards are effective for the period beginning on or after 1 January 2009.
TAS no. 36 (Revised 2007) “Impairment of Assets” TAS no. 54 (Revised 2007) “Non-current Assets Held for Sale and Discontinued Operations”
The Company’s management has determined that the revised standards and new standard either are irrelevant to the Group or have no significant impact on the financial statements being presented.
2.3 Group Accounting - Investments in subsidiaries and associates Subsidiaries
a)
Subsidiary are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.
All intercompany transactions, balances and unrealised gains or losses on transactions between group companies are eliminated; unrealised losses are also eliminated unless cost cannot be recovered.
Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Separate disclosure is made for minority interests in the consolidated balance sheet and consolidated statement of income.
noble development public company limited annual report 2008
page 02 069
2 / Significant accounting policies (Cont’d)
2.3 Group Accounting - Investments in subsidiaries and associates (Cont’d)
a)
Subsidiaries (Cont’d)
Investments in subsidiary undertakings are accounted for in the company financial statements by using the cost method of accounting less an allowance for impairment in value. Under the cost method, income from investments in subsidiaries will be recorded when dividends are declared.
A test of impairment is carried out when there is a factor indicating that such investment might be impaired. If the carrying value of the investment is less than its recoverable amount, impairment loss is charged to statement of income.
A list of the Group’s principal subsidiaries is set out in Note 12.
b)
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are presented by using the equity method of accounting in the consolidated and by using the cost method of accounting in the company financial statements less an allowance for impairment in value.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
Under the cost method, income from investments in associates will be recorded when dividends are declared.
A test of impairment is carried out when there is a factor indicating that such investment might be impaired. If the carrying value of the investment is less than its recoverable amount, impairment loss is charged to statement of income.
A list of the Group’s principal associates is set out in Note 12.
2.4 Cash and cash equivalents
Associates
Cash and cash equivalents are carried in the balance sheets at cost. Cash and cash equivalents com prise cash on hand, deposits held at call at banks and other short-term highly liquid investments with maturities of three months or less from the date of acquisition and are not used as collateral.
2.5 Trade accounts receivable
Trade accounts receivable are recognised initially at original invoice amount and subsequently measured at the remaining amount less allowance for doubtful receivables. An estimate is made for doubtful receivables based on a review of all outstanding amounts at the year end. Bad debts are recognised in the statement of income within administrative expenses.
noble development public company limited annual report 2008
page 02 070
2 / Significant accounting policies (Cont’d)
2.6 Inventories
The Group’s inventories comprise condominium units, land and single detached houses for sale, construction supplies for sale including retail products, food and beverage and supplies. Inventories are stated at the lower of cost or net realisable value.
• • • •
Costs of condominium units, land and single detached houses for sale are determined by the specific method. Retail products are determined by the weighted average method. Costs of construction supplies are determined by the first-in, first-out method. Cost of food and beverage and supplies are determined by weighted average cost method.
The cost of inventory comprises purchase and construction costs and other direct costs. Net realisable value is the estimate of the selling price in the ordinary course of business less costs of completions and costs necessary make the sales and selling expenses. Allowance is made, where necessary, for obsolete inventories.
2.7 Real estate development cost
Real estate development cost is stated at cost less allowance for loss on projects. Costs include cost of land, cost of land development, costs of constructions of real estate projects and infrastructure and related borrowing costs.
The Company recognises real estate development cost as cost of sale on the percentage of completion method.
2.8 Construction contracts
The profit on a construction contract is recognised as soon as it can be estimated reliably. The Group uses the percentage of completion method to determine the appropriate amount to recognise in a given period; the stage of completion is measured by reference to work progress reported by external construction managements. The amount of the anticipated loss is fully recognised in the period when it is probable that the total contract cost in excess of total contract revenue.
2.9 Investments
Investments in non-marketable equity securities which are classified as general investments are carried at cost less an allowance for impairment in value. A test for impairment is carried out when there is a factor indicating that such investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, an impairment loss is charged to the statement of income.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of income.
2.10 Property, plant and equipment
Property, plant and equipment comprise of land of clubhouses, clubhouses, building for lease, building improvements and office equipment. Clubhouses comprise clubhouse buildings, swimming pools and sports clubs. Land is stated at cost less an allowance for impairment. Other property, plant and equipment are initially recorded at cost less accumulated depreciation and an allowance for impairment.
noble development public company limited annual report 2008
page 02 071
2 / Significant accounting policies (Cont’d)
2.10 Property, plant and equipment (Cont’d)
Depreciation is calculated on the straight line method to write off the cost of each asset, except for land as it is deemed to have an indefinite life, to their residual values over their estimated useful lives as follows:
Clubhouses Building for lease Building improvements Furniture and fixtures, and equipment Vehicles
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.
Gains and losses on disposals of property, plant and equipment are determined by reference to their carrying amounts and are taken into account in profit before finance costs and income tax.
Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.
5 - 20 20 3 - 10 5 5
years years years years years
2.11 Capitalisation of borrowing costs Borrowing costs to finance the construction of property and equipment are capitalised during the period of time that is required to complete and prepare the property for its intended use as part of cost of the asset. The borrowing costs include interest on short-term and long-term borrowings.
The capitalisation rate used to determine the amount of borrowing costs to be capitalised is a weighted average interest rate applicable to the Group’s outstanding borrowings during the year. Where funds are borrowed specifically for the acquisition, construction or production of property and equipment, the amount of borrowing costs eligible for capitalisation on that asset is determined at the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investments of those borrowings.
2.12 Intangible assets
Computer software Acquired computer software licences are capitalised as intangible assets on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives 5 years.
Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Except for costs that are directly associated with identifiable and unique software products controlled by the Group and will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Expenditure which enhances or extends the performance computer software programmes beyond their original specifications is recognised as a capital improvement and added to the original cost of the software. Computer software development costs are recognised as assets are amortised using the straight-line method over their useful lives of 5 years.
noble development public company limited annual report 2008
page 02 072
2 / Significant accounting policies (Cont’d)
2.12 Intangible assets (Cont’d)
Computer software (Cont’d) Intangible assets are not revalued. The carrying amount of each intangible asset is reviewed annually and adjusted for impairment where it is considered as necessary.
2.13 Deferred income taxes
Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements.
The principal temporary differences arise from allowance for doubtful accounts, allowance for impairment in value of assets, deposits and advances received from customers and unbilled completed work. Tax rates at the balance sheet date are used in the determination of deferred income tax.
Deferred tax assets are recognised in full. Valuation allowance is made to reduce the deferred tax assets to an amount that is more likely than not to be realised.
2.14 Financial assets and financial liabilities
Financial assets carried on the balance sheets include cash on hand and at financial institutions, investments, loans and trade accounts receivable. Financial liabilities carried on the balance sheets include trade accounts payable, accrued expenses and borrowings. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item.
2.15 Accounting for long-term leases
Where the Group is the lessee Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of income on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.
Where the Group is the lessor Assets leased out under operating leases are included in property, plant and equipment in the balance sheet. They are depreciated over their expected useful lives on a basis consistent with other similar property, plant and equipment owned by the Group.
2.16 Revenue recognition
Real estate development business Revenues from sales of real estate under development are recognised upon signed legally binding contracts of sale, using the percentage of completion method. The percentage of completion is calculated based on actual costs incurred to total estimated construction costs, excluding cost of land, and results of assessment performed by external construction managements.
The Group recognises income only when the deposits and installments received are at least twenty percent of the total sale contract price and when the construction work is at least ten percent complete and in term of sales - condominium units, when the occurred sales is at least forty percent of total sales area or total reserve area. Revenue recognition will be discontinued when more than three consecutive installments are overdue for payment.
noble development public company limited annual report 2008
page 02 073
2 / Significant accounting policies (Cont’d)
2.16 Revenue recognition (Cont’d)
Real estate development business (Cont’d) Installment due under contract but not yet received is shown as “Account receivable”. The excess of revenue recognised under the percentage of completion method over the amount of installment payment due under contract is shown as “Unbilled completed work” under current assets. The excess of installment due under the contract over the revenue recognised under the percentage of completion method is shown as “Billing in excess of work in progress” under current liabilities.
Other revenues Other revenues comprise the invoiced value for the sale of goods and services net of output tax, rebates and discounts. Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer. Revenue from services is recognised as revenue in the year in which the service is rendered.
Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term.
Income from cancelled contracts is recognised when contracts are cancelled by customers.
Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group.
2.17 Foreign currency translation
Items included in the financial statements of each entity in the Group are measured using Thai Baht. The consolidated financial statements are presented in Thai Baht.
Foreign currency transactions of the Group are translated into Thai Baht using the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies outstanding at the balance sheet date are translated into Thai Baht at the exchange rates prevailing at that date. Gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recongnised in the statement of income.
2.18 Borrowings - bills of exchange
2.19 Provisions - general
Borrowings are recognised initially at the proceeds received (net of transaction costs incurred). In subsequent periods, borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net transaction costs) and the redemption value is recognised in the statement of income over the period of the borrowings.
Provisions, which exclude the provisions relating to 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 of the obligation can be made. Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
2.20 Provident fund
The Company established a contributory registered provident fund on 1 October 1994 in accordance with the Provident Fund Act, B.E. 2530, Ministerial Regulations, the Office of the Securities and Exchange Commission’s notification and related amendments. The assets of which are held in a separate trust fund.
noble development public company limited annual report 2008
page 02 074
2 / Significant accounting policies (Cont’d)
2.20 Provident fund (Cont’d)
Under the provident fund, the Company contributes 3% - 7% and employees can choose to contribute 3% - 7% of their basic salaries. The Company appointed an authorised fund manager to manage the fund in accordance with the terms and conditions described in the Provident Fund Act, Ministerial Regulation and related regulations.
Contributions to the provident fund are charged to the statement of income in the year to which they relate.
2.21 Dividends
Dividends are recorded in the consolidated and company’s financial statements in the period in which they are approved by the shareholders.
2.22 Segment reporting
Segment information is presented by business segment of operations of the Group and the Company.
3 / Capital risk management
The Group’s objectives when managing capital 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 to reduce the cost of capital.
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 of sell assets to reduce debt.
4 / Cash and cash equivalents 2008 Baht
Consolidated 2007 Baht
Company
2008 Baht
2007 Baht
Cash on hand 818,998 16,400,080 610,741 Deposits on call, fixed deposits and promissory notes with maturity periods within 3 months 402,170,774 290,859,769 91,094,647 Total cash and cash equivalents 402,989,772 307,259,849 91,705,388
14,590,534
240,281,484 254,872,018
As at 31 December 2008, fixed deposits at banks and promissory notes with maturity periods within 3 months of local financial institutions carry interest at the rates of 1.40% - 2.50% per annum (2007 : 2.25% - 3.06% per annum).
noble development public company limited annual report 2008
page 02 075
5 / Short-term investments at financial institutions As at 31 December 2008, short-term investments in the consolidated and company financial statements with a net book value of Baht 8.49 million and Baht 7.61 million (2007 : Baht 10.46 million and Baht 9.33 million), respectively, are fixed deposits redeemable within 3 - 12 months, at banks with interest rate at 2.50% per annum (2007 : 2.25% - 3.00% per annum) which are pledged with the banks for letters of guarantee issued by the banks to State Enterprises and Land Allotment Supervision Board (Note 28).
6 / Unbilled completed work, trade accounts receivable and billing in excess of work in progress 2008 Baht Total value of contracts signed
7,195,747,250
Consolidated
Company
2007 Baht
2008 Baht
2007 Baht
9,040,353,169
4,864,900,150
6,013,315,781
Average percentage of total projects 68.97 78.40 60.41 72.77 Unbilled completed work Revenues recognised to date 4,474,286,735 6,188,412,390 2,475,146,442 4,680,169,981 Less Installments due (2,833,853,491) (5,762,732,985) (2,122,149,990) (4,581,564,395) Add Billing in excess of work in progress 30,259,020 231,536 30,259,020 Unbilled completed work 1,670,692,264 425,910,941 383,255,472 98,605,586 As at 31 December 2008 and 2007, unbilled completed work in the consolidated and company financial statements are free-hold.
noble development public company limited annual report 2008
page 02 076
6 / Unbilled completed work, trade accounts receivable and billing in excess of work in progress (cond’t) 2008 Baht
Consolidated 2007 Baht
2008 Baht
Company 2007 Baht
Trade accounts receivable Installments due 2,833,853,491 5,762,732,985 2,122,149,990 4,581,564,395 Less Collections (2,828,190,158) (5,757,850,739) (2,120,675,257) (4,579,557,149) Trade accounts receivable • installments due 5,663,333 4,882,246 1,474,733 2,007,246 Less Short-term trade accounts receivable - Real estate development business (5,415,613) (4,634,526) (1,227,013) (1,759,526) Long-term trade accounts receivable 247,720 247,720 247,720 247,720 Less Allowance for doubtful accounts (247,720) (247,720) (247,720) (247,720) Long-term trade accounts receivable (net) Long-term trade accounts receivable as at 31 December 2008 included 10 troubled debtors (2007 : 10 debtors), which the Company fully provides an allowance for doubtful debts. All long-term accounts receivable have been outstanding for more than 12 months. Outstanding short-term trade accounts receivable - Real estate development business as at 31 December 2008 and 2007 can be aged as follows:
2008 Baht Within 3 months 3 - 6 months 6 - 12 months Over 12 months Total short-term trade accounts receivable
Consolidated
Company
2007 Baht
2008 Baht
2007 Baht
4,113,695 855,550 151,000 295,368
4,274,000 34,000 326,526
635,095 204,550 132,000 255,368
1,527,000 232,526
5,415,613
4,634,526
1,227,013
1,759,526
noble development public company limited annual report 2008
7 / Short-term loans to and amounts due from subsidiaries (net) Company 2008 (Baht) Short-term loans to and amounts due from subsidiaries
S&P Property Company Limited Ban Suk Sabai Company Limited Research & Consultant Company Limited Playground Store Company Limited
Average interest Less allowance rate (%) Short-term loans Interest receivable Other receivable for doubtful accounts
Short-term loans to and amounts due from subsidiaries (net)
7.14 6.82
14,544,031 14,804,684
267,435 4,854,064
46,544
(14,811,466) (19,705,292)
-
6.98 6.91
3,177,360 43,700,000
2,449,474 3,640,411
-
(5,626,834) (47, 340,411)
-
76,226,075
11,211,384
46,544
(87,484,003)
-
Average interest Less allowance rate (%) Short-term loans Interest receivable Other receivable for doubtful accounts
Short-term loans to and amounts due from subsidiaries (net)
Company 2007 (Baht) Short-term loans to and amounts due from subsidiaries
74,916,684 3,127,360 31,700,000
29,430,825 2,228,901 951,227
982,155 -
109,744,044
32,610,953
982,155
(17,929,070) (5,356,261) (32,651,227)
87,400,594 -
(55,936,558)
87,400,594
Short-term loans to subsidiaries are unsecured loans denominated in Thai Baht and repayable on demand. Amount due from subsidiaries represent interest receivables for the loans to subsidiaries and other receivable.
page 02 077
annual report 2008
noble development public company limited
Ban Suk Sabai Company Limited 6.71 Research & Consultant Company Limited 6.70 Playground Store Company Limited 6.56
page 02 078
7 / Short-term loans to and amounts due from subsidiaries (net) (cont’d) Movement in short-term loans and amounts due from subsidiaries (net) for the years ended 31 December 2008 and 2007 are analysed as follows:
Company
2008 Baht
2007 Baht
87,400,594 26,594,030 (60,112,000) (21,399,568) (935,611)
356,119,852 39,785,000 (238,061,512) (42,591,363) (1,882,452)
(31,547,445)
(25,968,931)
Opening net book value Additional loans Receipts of loan repayments Increase (decrease) in interest receivable Increase (decrease) in amounts due from (Increase) decrease in allowance for doubtful accounts Ending net book value
-
87,400,594
8 / Inventories (net) Consolidated 2008 2007 2008 Baht Baht Baht Land for sale Houses for sale Condominium units for sale Condominium units bought for sale Supplies for construction Retail products
114,195,808 139,501,915 70,509,699 6,048,100 1,420,864 2,560,065
114,195,808 111,763,878 70,509,699 6,048,100 1,420,864 24,750,478
114,195,808 139,501,915 70,509,699 6,048,100 2,560,065
Company 2007 Baht 114,195,808 111,763,878 70,509,699 6,048,100 -
Total 334,236,451 328,688,827 332,815,587 302,517,485 Less Allowance for impairment • land for sale (57,000,000) (57,000,000) (57,000,000) (57,000,000) Allowance for impairment • condominium units for sale (29,313,246) (29,313,246) (29,313,246) (29,313,246) Allowance for obsolescence • supplies for construction (1,420,864) (1,420,864) Allowance for obsolescence • retail products (8,248,357) Inventories (net) 246,502,341 232,706,360 246,502,341 216,204,239 As at 31 December 2008, land of the Company with a net book value of Baht 12.56 million (2007 : Baht 12.56 million) is used to secure against short-term borrowings from a financial institution, is in the process of being released from the mortgage. In addition, land of the Company with a net book value of Baht 12.34 million (2007 : Baht 12.34 million) is secured as a collateral with the court.
noble development public company limited annual report 2008
page 02 079
9 / Real estate development cost Consolidated 2008 2007 2008 Baht Baht Baht
Company 2007 Baht
Land development 3,273,145,085 3,849,893,692 2,658,145,085 3,034,836,044 Construction in progress 2,961,908,076 3,475,518,583 1,932,796,526 2,584,345,006 Capitalised interest 265,703,151 260,858,244 192,956,298 169,935,375 Mock up and project offices 123,185,731 130,401,624 109,014,731 101,991,246 Other related costs 29,505,740 44,335,143 15,835,176 38,818,799 Total 6,653,447,783 7,761,007,286 4,908,747,816 5,929,926,470 Less Transfer to cost of sales (2,784,233,238) (3,348,358,848) (1,602,631,096) (2,331,421,960) Transfer to property, plant and equipment (Note 13) (485,521,966) (359,142,825) (359,142,825) Transfer to other current assets (13,174,603) (13,174,603) Real estate development cost 3,383,692,579 4,040,331,010 3,306,116,720 3,226,187,082 Capitalised interest during the year 84,314,147 78,665,531 65,699,898 65,226,971 As at 31 December 2008, real estate development costs in the consolidated and company financial statements with a net book value of Baht 2,304 million and Baht 2,227 million (2007 : Baht 3,310 million and Baht 2,555 million), respectively,are being used as collaterals of borrowings of the Company and its subsidiary from local banks amounting to Baht 2,648 million and Baht 1,810 million (2007 : Baht 1,784 million and Baht 1,349 million), respectively (Note 17). The real estate development costs as at 31 December 2008 and 2007 were not included projects where 90% of the respective project has been sold and ownership transferred to customers.
noble development public company limited annual report 2008
page 02 080
10 / Other current assets (net) Consolidated 2008 2007 2008 Baht Baht Baht Advances to contractors 122,634,084 168,116,620 63,302,289 Land deposits (Note 16) 140,000,000 VAT receivables 29,277,761 17,248,686 11,123,649 Accrued management fees • related companies (Note 27 b)) 4,585,076 • other companies 1,529,686 1,529,686 1,529,686 Accrued rental and service income • related companies (Note 27 b)) 40,144,578 • other companies 5,414,455 5,414,455 Advances to employees 5,032,500 11,540,851 5,032,500 Others 44,721,350 36,319,320 41,078,538 Total 208,609,836 374,755,163 172,210,771 Less Allowance for doubtful accrued rental and service income and accrued management fee • related companies (Note 27 b)) (44,148,902) Allowance for doubtful interest receivable (19,726,806) (19,726,806) (19,726,806) Allowance for doubtful other receivable (2,087,349) (2,087,349) (2,087,349) 186,795,681 352,941,008 106,247,714
Company 2007 Baht 59,247,573 140,000,000 13,212,444 4,585,076 1,529,686 61,006,006 6,529,851 30,753,882 316,864,518
(52,476,981) (19,726,806) (2,087,349) 242,573,382
noble development public company limited annual report 2008
page 02 081
11 / Long-term loans to and amounts due from other companies
Consolidated and Company 2008 (Baht)
Average Interest Long-term Interest rate (%) loans receivable Bangplee View Company Limited Vipa View Company Limited
Less allowance for doubtful accounts
Total (net)
7.50 - 8.00 5.00 - 8.00
84,400,000 49,432,390
19,059,030 19,671,043
(69,103,433)
103,459,030 -
133,832,390
38,730,073
(69,103,433)
103,459,030
Consolidated and Company 2008 (Baht)
Average Interest Long-term Interest rate (%) loans receivable
Less allowance for doubtful accounts
Bangplee View Company Limited 7.50 - 8.00 91,654,000 15,401,815 Vipa View Company Limited 5.00 - 8.00 60,102,320 19,982,115 (80,084,435) 151,756,320 35,383,930 (80,084,435)
Total (net)
107,055,815 107,055,815
As at 31 December 2008 and 2007, outstanding of long-term loans to and amounts due from other companies which used to be an associate and a subsidiary in the Group, represent unsecured loans. The loans are denominated in Thai Baht and in form of promissory notes. The loans are repayable at call. However, the Company will not call the loans and interest receivable outstanding as at 31 December 2008 from Bangplee View Company Limited for settlement in the forthcoming twelve months from the balance sheet date. Therefore, the Company presents the loans and interest receivable as long-term loans to and amounts due from other companies.
noble development public company limited annual report 2008
page 02 082
11 / Long-term loans to and amounts due from other companies (cont’d)
The movements of the loans to and amounts due from other company during the years ended 31 December are as follows:
Beginning balance Bad debt recovery • long-term loans • interest receivable Increase in allowance for doubtful accounts Increase in interest receivable Received in interest receivable Loan repayments received Ending balance
Consolidated and Company
2008 Baht
2007 Baht
107,055,815
151,308,897
10,669,930 3,913,233 (3,602,161) 7,259,376 (3,913,233) (17,923,930)
(3,729,338) 8,132,819 (9,774,563) (38,882,000)
103,459,030
107,055,815
In September 2008, the Company received loans and interest receivable repayment from other company amounting to Baht 14,583,163 in for which a fully allowance for bad debt had been accounted.
12 / Investments in subsidiaries, associate and other investment (net)
Company
Paid-up share capital
Principal activities
2008 2007 Million Baht Million Baht
Percentage of holding 2008 Percent
2007 Percent
Investments in subsidiaries Continental City Company Limited Playground Store Company Limited Ban Suk Sabai Company Limited
Real estate
100.0
100.0
Retail business, Rental and services 200.0 200.0 100.0
100.0
Real estate
440.0
2.0
440.0
100.0
100.0
S&P Property Management Company Limited
Management service 2.0 2.0 100.0
100.0
Research & Consultant Company Limited
Construction service
10.0
2.0
10.0
65.0
65.0
noble development public company limited annual report 2008
page 02 083
12 / Investments in subsidiaries, associate and other investment (net) (cond’t) Consolidated and Company
Paid-up share capital Principal activities
2008 2007 Million Baht Million Baht
Percentage of holding 2008 Percent
2007 Percent
Investment in associate N.K. Energy Conservation Company Limited
Light weight wall panel 6.5 6.5 50.0
50.0
Other investment Khonkaenland Development Group Company Limited
Real estate
265.0
265.0
1.9
1.9
Investments in subsidiaries and associate as at 31 December 2008 and 2007 are as follows:
Consolidated Company (Equity method)* (Cost method)
2008 Baht
2007 Baht
2008 Baht
2007 Baht
Investments in subsidiaries Continental City Company Limited Playground Store Company Limited Ban Suk Sabai Company Limited S&P Property Management Company Limited Research & Consultant Company Limited Total Less Allowance for impairment of investment in subsidiaries
-
-
442,783,506 198,237,447 1,360,000
442,783,506 198,237,447 1,360,000
-
-
5,000
5,000
-
-
6,500,000
6,500,000
-
-
648,885,953
648,885,953
-
-
(206,102,447)
(206,102,447)
-
-
442,783,506
442,783,506
noble development public company limited annual report 2008
page 02 084
12 / Investments in subsidiaries, associate and other investment (net) (cond’t) Consolidated Company (Equity method)* (Cost method)
2008 Baht
2007 Baht
2008 Baht
Investment in associate N.K Energy Conservation Company Limited 3,247,400 3,247,400 3,247,400 Less Allowance for impairment of investment in associate (3,247,400) (3,247,400) (3,247,400) Other investment Khonkaenland Development Group Company Limited 5,000,000 5,000,000 5,000,000 Less Allowance for impairment of other investment (5,000,000) (5,000,000) (5,000,000) Other investment (net) Total investments in subsidiaries, Associate and other investment (net) 442,783,506
2007 Baht
3,247,400
(3,247,400) -
5,000,000 (5,000,000)
-
442,783,506
*Other investment is presented at cost in consolidated statement.
noble development public company limited annual report 2008
13 / Property, plant and equipment (net) Consolidated (Baht) Furniture and
Equipments used for building for lease
fixtures, office Building Building equipment Building for lease Land improvements and vehicles Clubhouses for lease improvements
Furniture and Building fixtures, for lease for lease in progress
Total
For the year ended 31 December 2007 Opening net book value
96,744,439
28,059,327
8,327,562
73,245,937
-
23,784,255
-
261,983,912
Additions
-
1 -
4,188,465
87,684
-
-
-
248,666
-
4,524,815
Interest capitalised
-
-
-
• Cost
-
(3,087,016)
• Accumulated depreciation
-
3,087,015
31,823,391
-
-
-
-
-
-
-
(4,981,810)
-
-
-
-
-
-
(8,068,826)
4,563,170
-
-
-
-
-
-
7,650,185
-
-
-
202,386,493
(27,935,024)
Disposals
Transfer from real estate development cost (Note 9)
156,756,332
Depreciation charge (Note 23)
-
Closing net book value
253,500,771
-
-
-
-
-
(10,024,018)
(999,945)
(4,069,219)
(5,457,345)
-
(7,384,497)
-
359,142,825
-
21,805,134
7,415,301
69,176,718
26,366,046
-
16,648,424
202,386,493
-
102,516,317
106,805,036
81,384,375
38,436,464
-
37,171,153
202,386,493
835,940,609
-
(80,711,183)
(46,131,289)
(12,207,657)
(12,071,418)
-
(20,522,729)
-
(171,644,276)
(53,258,446)
-
-
-
-
7,415,301
69,176,718
-
16,648,424
597,297,887
As at 31 December 2007 267,240,771
Less Accumulated depreciation
-
Allowance for impairment of assets
(13,740,000)
-
-
Net book value
253,500,771
-
21,805,134
26,365,046
202,386,493
(66,998,446) 597,297,887
page 02 085
annual report 2008
noble development public company limited
Cost
13 / Property, plant and equipment (net) (cont’d) Consolidated (Baht) Furniture and fixtures, office Building Building equipment Building for lease Land improvements and vehicles Clubhouses for lease improvements
Equipments used for building for lease
Furniture and Building fixtures, for lease for lease in progress
Total
For the year ended 31 December 2008 Opening net book value
253,500,771
Additions
-
-
21,805,134
7,415,301
69,176,718
-
1,640,730
41,722
-
-
6,178,509
Interest capitalised
12,263,415
-
-
-
-
-
-
-
219,230,091
-
-
-
-
-
-
-
-
171,083,516
-
48,884,713
26,365,046
-
16,648,424
202,386,493
597,297,887
23,888,472
226,438,709
258,188,142
5,658,381
17,921,796
266,291,875
485,521,966
(284,526,765)
-
Transfer from real estate development cost (Note 9) Transfer completed building for lease to building for lease
-
-
-
64,558,536
• Cost
-
-
(768,621)
-
-
-
-
-
-
• Accumulated depreciation
-
-
438,911
-
-
-
-
-
-
438,911
Depreciation charge (Note 23)
-
-
(6,754,196)
(919,830)
-
(36,331,383)
Impairment of assets
-
-
(4,017,911)
-
-
(7,554,309)
Closing net book value
484,994,277
-
12,344,047
6,537,193
Disposals
(8,370,342)
-
231,889,892
(7,150,180)
(563,988)
(3,536,398)
-
80,237,004
5,614,521
(12,572,847)
-
76,848,762
416,248,693
(768,621)
1,314,714,389
As at 31 December 2008 498,734,277
Less Accumulated depreciation
-
Allowance for impairment of assets Net book value
-
103,388,426
106,846,758
252,467,891
102,995,000
6,178,509
109,944,338
416,248,693
1,596,803,892
-
(87,026,468)
(47,051,119)
(20,577,999)
(19,221,598)
(563,988)
(33,095,576)
-
(207,536,748)
(13,740,000)
-
(4,017,911)
(53,258,446)
-
(3,536,398)
-
-
484,994,277
-
12,344,047
6,537,193
231,889,892
80,237,004
5,614,521
76,848,762
416,248,693
(74,552,755) 1,314,714,389
page 02 086
annual report 2008
noble development public company limited
Cost
13 / Property, plant and equipment (net) (cont’d) Company (Baht) Land
Furniture and fixtures, office Building equipment Building for lease and vehicles Clubhouses for lease improvements
Equipments used for building for lease
Furniture and Building fixtures, for lease for lease in progress
Total
For the year ended 31 December 2007 Opening net book value
10,979,593
8,327,562
73,245,937
-
2,589,261
-
216,173,827
Additions
95,814,979 -
3,213,676
87,684
-
-
-
248,666
-
3,550,026
Interest capitalised
-
-
-
-
-
-
-
-
-
-
-
202,386,493
(4,947,686)
(14,031,999)
-
-
25,216,495
Transfer from real estate development cost (Note 9) Depreciation charge (Note 23)
156,756,332 -
(999,945)
(4,069,219)
-
-
(3,152,062)
-
(863,087)
-
22,064,433
-
1,974,840
202,386,493
359,142,825
Closing net book value
252,571,311
9,245,583
7,415,301
69,176,718
564,834,679
As at 31 December 2007 Cost Less Accumulated depreciation Allowance for impairment of assets
266,311,311 (13,740,000)
77,486,087
101,480,172
81,384,375
31,520,619
-
4,564,101
202,386,493
(68,240,504)
(44,533,829)
(12,207,657)
(9,456,186)
-
(2,589,261)
-
(137,027,437)
(49,531,042)
-
-
-
-
(63,271,042)
-
1,974,840
-
-
765,133,158
Net book value
252,571,311
9,245,583
7,415,301
69,176,718
22,064,433
202,386,493
564,834,679
page 02 087
noble development public company limited
annual report 2008
13 / Property, plant and equipment (net) (cont’d) Company (Baht) Land
Furniture and Building for lease improvements
Equipments used for building for lease
fixtures, office equipment Building and vehicles Clubhouses for lease
Furniture and Building fixtures, for lease for lease in progress
Total
For the year ended 31 December 2008 Opening net book value Additions Interest capitalised
252,571,311 -
3,205,675
9,245,583
7,415,301
69,176,718
6,983,376
41,722
-
22,064,433 -
6,178,509
-
1,974,840
202,386,493
564,834,679
36,397,163
76,481,889
126,082,659
5,658,383
8,864,058
(284,526,765)
-
-
-
-
-
-
-
-
-
-
-
-
48,884,713
-
Transfer completed building for lease to building for lease
-
Disposals • Cost
-
-
-
-
-
-
-
-
• Accumulated depreciation
-
-
-
171,083,516
64,558,536
-
-
-
-
Depreciation charge (Note 23)
-
(4,889,695)
(8,370,342)
(6,385,965)
(563,988)
(10,407,954)
-
(31,537,744)
80,237,004
5,614,521
76,848,762
-
668,243,622
(919,830)
Closing net book value
255,776,986
11,339,264
6,537,193
231,889,892
As at 31 December 2008 Cost Less Accumulated depreciation Allowance for impairment of assets
269,516,986 (13,740,000)
84,469,463
101,521,894
252,467,891
96,079,155
6,178,509
89,845,977
-
900,079,875
(73,130,199)
(45,453,659)
(20,577,999)
(15,842,151)
(563,988)
(12,997,215)
-
(168,565,211)
(49,531,042)
-
-
(63,271,042)
-
668,243,622
-
-
-
-
255,776,986
11,339,264
6,537,193
231,889,892
80,237,004
5,614,521
76,848,762
As at 31 December 2008, land and building for lease in the consolidated and company financial statements with a net book value of Baht 179 million (2007 : Baht 175 million) are being used as collaterals of borrowings of the Company (Note 17.1b) and 17.2b)). All equipments of the Group are free-hold. As at 31 December 2008, building for lease and building improvements for lease of the Company with net book values amounting to approximately Baht 96 million are under a three-year operating lease agreement with a non-related company commencing 17 April 2008 to 16 April 2011. The non-related company has an option to renew this operating lease agreement for another three-year period.
page 02 088
annual report 2008
noble development public company limited
Net book value
page 02 089
13 / Property, plant and equipment (net) (Cont’d).
As at 31 December 2007, building for lease and building improvements for lease of the Company with net book value amounting to approximately Baht 93 million are under a three-year operating lease agreement with a subsidiary, commencing 15 March 2005 to 15 March 2008. The subsidiary has an option to renew this operating lease agreement for another three-year period. However, the company decided not to renew the lease agreement with the subsidiary.
For the year ended 31 December 2008, a subsidiary transferred real estate development cost amounting to approximately Baht 485 million (2007 : the Company transferred real estate development cost amounting to approximately Baht 395 million) (Note 9) to property and equipment in ordinary to be compatible with its business plan.
As at 31 December 2008, the carrying amounts before deducted by accumulated depreciation of property and equipment are fully depreciated but are still in use in the consolidated and company financial statements are amounting to Baht 61 million and Baht 61 million (2007 : Baht 54 million and Baht 54 million), respectively.
14 / Intangible assets (net)
Consolidated Baht
For the year ended 31 December 2007 Opening net book amount 2,366,002 Additions during the year 3,601,974 Amortisation charge (Note 23) (778,461) Closing net book value 5,189,515 As at 31 December 2007 Cost 7,355,884 Less Accumulated amortisation (2,166,369) Net book amount 5,189,515 For the year ended 31 December 2008 Opening net book amount 5,189,515 Additions during the year 2,435,326 Amortisation charge (Note 23) (1,109,571) Impairment of intangible assets (Note 23) (1,106,110) Closing net book value 5,409,160 As at 31 December 2008 Cost 9,791,210 Less Accumulated amortisation (3,275,940) Allowance for impairment of intangible assets (1,106,110) Net book amount 5,409,160
Computer software Company Baht
3,419,580 3,419,580
3,419,580 3,419,580
3,419,580 2,435,326 (742,460) 5,112,446
5,854,906 (742,460) 5,112,446
noble development public company limited annual report 2008
page 02 090
15 / Deferred income taxes (net)
Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 25% and 30% (2007 : 30%) in general.
2008 Baht
Deferred income tax assets 176,322,624 Less Valuation allowance (103,162,577) Deferred income tax assets (net) 73,160,047 Deferred income tax liability 192,679,956
Consolidated
Company
2007 Baht
2008 Baht
2007 Baht
99,351,248 (40,248,189)
167,967,990 (116,656,707)
181,502,303 (134,602,984)
59,103,059
51,311,283
46,899,319
50,953,942
34,611,557
10,269,498
The movements in the deferred income tax account for the years ended 31 December 2008 and 2007 are as follows:
2008 Baht
Consolidated 2007 Baht
2008 Baht
Deferred income tax assets (net) Opening balance 59,103,059 68,279,773 46,899,319 Income tax (expense) revenue presented in statements of income (Note 24) 76,971,376 (1,964,310) (13,534,313) Less Valuation allowance (Note 24) (62,914,388) (7,212,404) 17,946,277 Ending balance 73,160,047 59,103,059 51,311,283 Deferred income tax liability Opening balance (50,953,942) (13,279,436) (10,269,498) Income tax (expense) revenue presented in statements of income (Note 24) (141,726,014) (37,674,506) (24,342,059) Ending balance (192,679,956) (50,953,942) (34,611,557)
Company 2007 Baht
32,721,733
54,483,356 (40,305,770) 46,899,319
(9,840,357)
(429,141) (10,269,498)
noble development public company limited annual report 2008
page 02 091
15 / Deferred income taxes (net) (Cont’d)
Deferred income tax assets and liability as at 31 December 2008 and 2007 are derived from the following temporary differences:
Notes
Consolidated
2008 Baht
2007 Baht
Company
2008 Baht
2007 Baht
Deferred income tax assets (net) Allowance for impairment in value of investment
12
2,061,750
2,474,220
53,587,362
64,304,954
6, 7, 10, 11
22,696,202
30,016,189
44,567,203
46,797,156
8, 13
30,641,254
33,651,754
28,043,128
33,651,754
Allowances for doubtful loans and long-term accounts receivable Allowance for impairment in value of land, plant and equipment
Allowances for accrued rental and service income and accrued management fee - related companies
10, 27 b)
-
-
11,037,226
15,743,094
Deposits and advances received from customers Unearned from construction Others
21,290,095
17,889,683
6
1,770,735
-
9, 16, 18
97,862,488
19,232,820
13,771,118
1,770,735
-
15,319,402
9,729,416
7,234,227
176,322,524
99,351,248
167,967,890
181,502,303
(103,162,477)
(40,248,189)
(116,656,607)
(134,602,984)
73,160,047
59,103,059
51,311,283
46,899,319
Total Less
Valuation allowance
Deferred income tax assets (net)
Deferred income tax liability Unbilled completed work
6
192,679,956
50,953,942
34,611,557
10,269,498
Presentation of deferred income tax on balance sheets: Deferred income tax assets (net)
16,699,726
36,629,821
16,699,726
136,219,635
28,480,704
-
36,629,821
Deferred income tax liability (net)
-
noble development public company limited annual report 2008
page 02 092
16 / Other non-current assets (net)
Consolidated
2008 Baht
Land deposits (Note 10) 140,000,000 Deposits - general 7,299,520 Deposit for investment 4,000,000 Withholding tax receivable 294,300 Others Total 151,593,820 Less Allowance for deposit for investment (4,000,000) Total other non-current assets (net) 147,593,820
2007 Baht
11,232,110 4,000,000 819,155 2,347,919
18,399,184 -
18,399,184
Company
2008 Baht
2007 Baht
140,000,000 6,910,820 4,000,000 162 -
7,356,333 4,000,000 184 -
150,910,982
11,356,517
(4,000,000)
-
146,910,982
11,356,517
As at 31 December 2008 and 2007, deposit for investment of Baht 4 million (2007 : Baht 4 million) is a deposit in a fund to jointly bid in loan portfolios from the Financial Restructuring Authority Sector. The Company has a right to invest at 10% of the bid price or the minimum amount of Baht 37.5 million. At the present, the restructuring process has not yet been completed. However, As at 31 December 2008, the Company has set up fully allowance for deposit for investment.
noble development public company limited annual report 2008
page 02 093
17 / Borrowings
Consolidated
2008 Baht
Short-term loans Current portion of long-term borrowings 477,837,317 Long-term borrowings 2,272,953,197 Total borrowings 2,750,790,514
Company
2007 Baht
2008 Baht
2007 Baht
940,000,502
-
3,353,953 1,180,707,604
477,837,317 1,435,353,197
3,353,953 745,307,604
2,124,062,059
1,913,190,514
1,856,037,994
1,107,376,437
17.1 The movements in the short-term borrowings for the years ended 31 December 2008 and 2007 can be analysed as follows:
2008 Baht
Opening balance 940,000,502 Additional borrowings Repayments of borrowings (940,000,502) Ending balance -
Consolidated
Company
2007 Baht
2008 Baht
2007 Baht
719,476,200 1,776,544,302 (1,556,020,000)
1,107,376,437 255,000,000 (1,362,376,437)
789,502,135 2,074,544,302 (1,756,670,000)
940,000,502
-
1,107,376,437
The short-term loans of the Group and the Company consist as follow:
a)
As at 31 December 2007, the Company’s current borrowings represent promissory notes, which were issued to a local bank with interest rate at MLR (Minimum Loan Rate) minus 0.75% per annum and will be due on 27 March 2008. Interest was due on a monthly basis. The Company has pledged its land including real estate development cost as collaterals for the loan (Note 9). The Company made repayment in full and redeemed all pledged collaterals on the maturity date.
b)
As at 31 December 2007, the Company’s current borrowings represent loans from a local bank with interest rate at MLR minus 0.50% per annum and will be due on 31 March 2008. Interest was due on a monthly basis. The Company has pledged its land, building and real estate development cost as collaterals for the loans (Note 9 and 13). However, the Company made repayment in full and redeemed all pledged collaterals on the maturity date.
c) As at 31 December 2007, the Company’s current borrowings represent loans from a subsidiary repayable on demand with interest rate at MLR minus 2.00% per annum. However, the Company made repayment in full on 7 November 2008. d) As at 31 December 2007, the subsidiary’s current borrowings represent promissory notes repayable on demand, with were issued to a third party with interest rate at MLR plus 0.25% per annum. However, the subsidiary made repayment in full on 29 September 2008.
noble development public company limited annual report 2008
page 02 094
17 / Borrowings (Cont’d) 17.2 The movements in the long-term borrowings for the years ended 31 December 2008 and 2007 can be analysed as follows:
2008 Baht
Consolidated 2007 Baht
2008 Baht
Opening balance 1,180,707,604 656,000,000 745,307,604 Additional borrowings 1,570,082,910 528,061,557 1,167,882,910 Repayments of borrowings Transfer to current portion of long-term borrowings (477,837,317) (3,353,953) (477,837,317) Ending balance 2,272,953,197 1,180,707,604 1,435,353,197
Company 2007 Baht
286,000,000 462,661,557 (3,353,953) 745,307,604
The long-term borrowings of the Group and the Company consist as follows:
a) As at 31 December 2008 and 2007, the Company’s long-term borrowings represent bills of exchange due within to one to three years to domestic institutional investors with interest rate at 7.61% per annum and at 5.75% - 7.61% per annum, respectively. b)
As at 31 December 2008, the Company’s current borrowings represent promissory notes, which were issued to a local bank with interest rate at MLR minus 0.75% per annum and will be due on 26 February 2010. Interest is dued on a monthly basis. The Company has pledged its lands including land, building and real estate development cost as collaterals for the loan (Note 9 and 13).
c)
As at 31 December 2008, the Company’s long-term borrowing represents a loan from a local bank with interest rate at MLR minus 1.25% per annum and will be due on 18 March 2012. Interest is dued on a monthly basis. The Company has pledged its lands of related project, including real estate development cost, as collaterals for the loan (Note 9).
d)
As at 31 December 2008 and 2007, the Company’s long-term borrowing represents a loan from a local bank with interest rate at MLR minus 1.50% per annum and will be due on 7 December 2011. Interest is dued on a monthly basis. The Company has pledged its lands of related project, including real estate development cost, as collaterals for the loan (Note 9).
e)
As at 31 December 2008 and 2007, the Company’s long-term borrowing represents a loan from a local bank with interest rate at MLR minus 1.50% per annum and will be due on 25 December 2011. Interest is dued on a monthly basis. The Company has pledged its lands of related project, including real estate development cost, as collaterals for the loan (Note 9).
f)
As at 31 December 2008 and 2007, the subsidiary’s long-term borrowing represents a loan from a local bank carries interest at MLR minus 1% per annum and at MLR minus 2% per annum, respectively, and will be due on 20 May 2008. Interest is dued on a monthly basis. However, on 3 August 2007, the subsidiary signed on supplement of the long-term borrowing agreement to extend due date to 20 November 2010. The subsidiary has pledged its land of the related project, including related real estate development cost, as collaterals for the loan (Note 9).
noble development public company limited annual report 2008
page 02 095
17 / Borrowings (Cont’d)
The long-tem borrowings of the Group and the Company consist as follows: (Cont’d)
g)
As at 31 December 2008 and 2007, the Company’s long-term borrowing represents a loan from a local bank with interest rate at MLR minus 1.50% per annum and will be due on 12 October 2009. Interest is dued on a monthly basis. The Company has pledged its lands of related project, including real estate development cost, as collaterals for the loan (Note 9).
As at 31 December 2008 and 2007, the followings are undrawn borrowing facilities:
2008 Million Baht
Consolidated 2007 Million Baht
Company
2008 Million Baht
2007 Million Baht
Unused credit lines Floating interest rate 1,834 2,006 1,302
1,196
18 / Other current liabilities
2008 Baht
Special business tax payable 90,900,145 Account payable for land 15,500,000 Accrued expenses 18,517,617 Other accounts payable 8,334,246 Accrued interest expenses 585,408 Others 11,008,418 Total other current liabilities 144,845,834
Consolidated
Company
2007 Baht
2008 Baht
2007 Baht
36,279,248 15,500,000 21,380,510 10,780,828 7,472,368 9,888,870
24,928,515 15,500,000 15,789,901 7,884,620 321,507 9,280,294
9,315,496 15,500,000 18,227,775 9,278,380 5,642,023 7,424,824
101,301,824
73,704,837
65,388,498
noble development public company limited annual report 2008
page 02 096
19 / Share capital, premium and discount on share capital, and dividend payment Consolidated and Company (Baht) Shares
Ordinary share
Share premium
Share discount
Total
Registered share capital As at 31 December 2006 (Baht 5 per share)
474,782,565
2,373,912,825
-
-
2,373,912,825
Decreased registered share capital Decreased unissued authorised ordinary shares Decrease a par value of shares
(18,311,390)
(91,556,950)
-
-
(91,556,950)
-
(912,942,350)
-
-
(912,942,350)
As at 31 December 2007 (Baht 3 per share)
-
-
1,369,413,525
Decrease during the year
456,471,175 -
1,369,413,525 -
-
-
-
Issue of shares during the year
-
-
-
-
-
As at 31 December 2008 (Baht 3 per share)
456,471,175
1,369,413,525
-
-
1,369,413,525
Issued and paid-up At 31 December 2006
456,471,175
2,282,355,875
-
(843,768,010)
1,438,587,865
Decrease a par value of share during the year
-
(912,942,350)
69,174,340
843,768,010
-
Decrease of shares during the year
-
-
-
-
-
Issue of shares during the year
-
-
-
-
-
-
1,438,587,865
At 31 December 2007
456,471,175
1,369,413,525
69,174,340
Decrease during the year
-
-
-
-
-
Issue of shares during the year
-
-
-
-
-
-
1,438,587,865
At 31 December 2008
456,471,175
1,369,413,525
69,174,340
The Company’s management completed process of remove the balance of share discount outstanding as at 31 December 2006 amounting to Baht 844 million in full according to the Circular Letter No. SEC.Chor Sor.(Vor) 3/2549 of the Office of the Securities and Exchange Commission, dated 8 February 2006, relating to the removal of share discount, and according to the annual general meeting of the Company’s shareholders held on 26 April 2007 relating to the approval of the capital decrease and the Company registered the capital decrease with the Ministry of Commerce in 27 July 2007. Consequently, the balance of share discount will be removed in full. The details are as follows:
a)
Decrease of registered capital from Baht 2,373,912,825 to Baht 2,282,355,875 by reducing 18,311,390 authorised but unissued ordinary shares, and
Reduce a par value of share from Baht 5 to Baht 3 resulting in the decrease of the capital of the Company from Baht 2,282,355,875 to Baht 1,369,413,525. The amount decreased of paid-up capital as a result of reducing par value of share shall be recorded as to net-off against the share discount in the amount of Baht 843,768,010. After the offsetting, the Company will retain the share premium in the amount of Baht 69,174,340.
b)
noble development public company limited annual report 2008
page 02 097
19 / Share capital, premium and discount on share capital, and dividend payment (Cont’d)
At the annual general meeting of the Company’s shareholders held on 28 April 2008, the shareholders approved to pay dividend in respect of the year 2007 of Baht 0.16 per share amounting to a total of Baht 73 million.
At the annual general meeting of the Company’s shareholders held on 26 April 2007, the shareholders approved to pay dividend in respect of the year 2006 of Baht 0.21 per share amounting to a total of Baht 96 million.
20 / Legal reserve Consolidated and Company
Opening balance Appropriation during the year Ending balance
2008 Baht
2007 Baht
107,324,779 3,158,331
105,261,170 2,063,609
110,483,110
107,324,779
Under the Public Companies Act, the Company is required to set aside as a statutory reserve at least 5 percent of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10 percent of the registered capital. The legal reserve is not distributable as a dividend. During the year ended 31 December 2008, the Company sets aside additional legal reserve amounting to approximately Baht 3,158,331 (2007 : Baht 2,063,609).
21 / Minority interest Consolidated
Opening balance Share of net profit (loss) of subsidiary Disposition of investment in subsidiary to parent company Ending balance
2008 Baht
2007 Baht
-
-
-
-
-
-
As at 31 December 2008 and 2007, a minority shareholder of Research & Consultant Company Limited has still unpaid share subscription approximately Baht 2.6 million. As a result, a minority interest is not calculated and presented.
noble development public company limited annual report 2008
page 02 098
22 / Other income
Consolidated
2008 Baht
2007 Baht
Interest income 15,915,426 Bad debt recovery 14,583,163 Gain from cancelled contracts 5,844,183 Other income 21,821,396
32,782,761 3,227,314 16,576,139
52,586,214
58,164,168
Company
2008 Baht
2007 Baht
17,826,480 14,583,163 4,929,000 1,999,618
40,485,641 3,227,314 9,397,584
39,338,261
53,110,539
In 2008, the Company and the Group cancelled certain sales contracts and forfeited the deposits from those contracts amounting to Baht 5.8 million and Baht 4.9 million (2007 : Baht 3.2 million and Baht 3.2 million), respectively.
23 / Expenses by nature
The following significant expenditure items, classified by nature for the years ended 31 December 2008 and 2007, have been charged in profit before finance costs and income tax:
2008 Baht
Consolidated 2007 Baht
Company
2008 Baht
Employee costs 108,573,479 110,261,298 92,989,920 Contribution to provident fund 3,151,592 2,526,697 3,151,592 Selling and marketing expenses 79,012,661 91,370,533 78,797,573 Project management expenses 35,993,370 11,592,816 11,480,655 Allowance for doubtful: • short-term loans and amount due from subsidiaries (Note 7) 31,547,445 • accrued rental and services, accrued management fee, from related companies (Note 10) (8,328,079) • long-term loans and amount due from other companies (Note 11) 3,602,161 3,729,338 3,602,161 • deposit for investment (Note 16) 4,000,000 4,000,000 Depreciation charges (Note 13) 36,331,383 27,935,024 31,537,774 Amortisation charges (Note 14) 1,109,571 778,461 742,460 Loss on impairment • property, plant and equipment (Note 13) 7,554,309 • intangible assets (Note 14) 1,106,110 -
2007 Baht 79,570,958 2,526,697 78,638,195 11,592,816
25,968,931
43,501,339
3,729,338 14,031,999 -
-
noble development public company limited annual report 2008
page 02 099
24 / Income tax
Reconciliation of current year income tax:
2008 Baht
Current income tax (34,815,581) Deferred income taxes assets and liability (net) (Note 15) (64,754,638) Add Valuation allowance (Note 15) (62,914,388) Income tax expense for the year (Note 29) (162,484,607)
Consolidated
Company
2007 Baht
2008 Baht
2007 Baht
(91,852,184)
(14,503,858)
(55,979,548)
(39,638,816)
(37,876,372)
54,054,215
(7,212,404)
17,946,277
(40,305,770)
(138,703,404)
(34,433,953)
(42,231,103)
25 / Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the year attributable to shareholders by the weighted average number of paid-up ordinary shares in issue during the year.
Consolidated
Company
For the years ended 31 December
For the years ended 31 December
2008
Net profit for the year attributable to shareholders (Baht) 348,667,707 Weighted average number of paid-up ordinary shares in issue (Shares) 456,471,175 Basic earnings per share (Baht) 0.76
2007
2008
2007
246,163,634
63,166,611
41,272,177
456,471,175
456,471,175
456,471,175
0.54
0.14
0.09
There are no potential dilutive ordinary shares in issue for the years ended 31 December 2008 and 2007.
noble development public company limited annual report 2008
page 02 100
26 / Financial instruments
A financial instrument is any contract that gives rise to both a financial asset of one entity and a financial liability or equity instrument of another entity.
Risks relating to significant financial instruments held by the Group are summarised as follows:
Foreign exchange risk
The Group has no significant exposure to foreign exchange risk. As a result, the Group considers that it is not necessary to use derivative financial instruments to hedge such risk since management believes that future movements in market foreign exchange will not materially affect the Group’s operating results.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the Company to incur a financial loss.
The Group has no significant concentrations of credit risk. Cash is placed with reputable financial institutions. Concentrations of credit risk with respect to trade accounts receivable are limited due to the Group’s large number of customers in a variety of businesses. Due to these factors, management believes that no additional credit risk beyond the recorded allowance for doubtful accounts for uncollectible debts.
Interest rate risk
Foreign exchange risk is the risk that the value of a financial instrument will fluctuate due to changes in market foreign exchange rate.
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.
noble development public company limited annual report 2008
26 / Financial instruments (Cont’d) Outstanding balance of significant financial assets and financial liabilities and their interest rates as at 31 December 2008 and 2007 are summarised as follows:
Floating interest rates
Consolidated 2008 Baht’000
Fixed interest rate Remaining period before maturity date or repricing date Interest rate (%) Less than 1 year
1-5 years
Without interest
Total
Float rate
Financial assets Cash and cash equivalents 103,856 290,136 - 8,998 402,990 0.5 - 2.0 Short-term investments - 8,487 - - 8,487 Trade accounts receivable - - - 5,782 5,782 Unbilled completed work - - - 1,667,560 1,667,560 Advances to employee - - - 5,032 5,032 Long-term loans to and amount - due from other company - - 103,459 - 103,459
Fixed rate
1.4 - 2.5 2.5
7.5 - 8.0
Short-term loans form • financial institutions - - - - - • others - - - - - Trade accounts payable - - - 613,624 613,624 Accrued expenses - - - 158,856 158,856 Long-term borrowings 2,647,600 6,837 96,353 - 2,750,790 5.25 - 6.25 Retention payable - - - 75,082 75,082 Total financial liabilities 2,647,600 6,837 96,353 847,582 3,598,352
7.61
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annual report 2008
noble development public company limited
Total financial assets 103,856 298,623 103,459 1,687,372 2,193,310 Financial liabilities
26 / Financial instruments (Cont’d) Outstanding balance of significant financial assets and financial liabilities and their interest rates as at 31 December 2008 and 2007 are summarised as follows: (Cont’d)
Floating interest rates
Consolidated 2007 Baht’000
Fixed interest rate Remaining period before maturity date or repricing date Interest rate (%) Less than 1 year
1-5 years
Without interest
Total
Float rate
Financial assets Cash and cash equivalents 96,785 168,696 - 41,779 307,260 0.50 - 2.25 Short-term investments - 10,456 - - 10,456 - Trade accounts receivable - - - 6,490 6,490 - Unbilled completed work - - - 425,911 425,911 - Advances to employee - - - 11,541 11,541 - Long-term loans to and amount due from other company - - 106,973 - 106,973 -
Fixed rate
2.25 - 3.06 2.25 - 3.00 7.50 - 8.00
Short-term loans form • financial institutions 700,000 232,776 - - 932,776 6.25 - 6.75 • others 7,224 - - - 7,224 7.38 - 8.25 Trade accounts payable - - - 413,797 413,797 - Accrued expenses - - - 146,153 146,153 - Long-term borrowings 1,084,400 99,662 - - 1,184,062 4.88 - 5.62 Retention payable - - - 42,135 42,135 - Total financial liabilities 1,791,624 332,438 - 602,085 2,726,147
5.75 - 7.61 7.61 -
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annual report 2008
noble development public company limited
Total financial assets 96,785 179,152 106,973 485,721 868,631 Financial liabilities
page 02 103
26/Financial instruments (Cont’d)
Liquidity risk
The Group’s financial assets mainly comprise cash and deposits at financial institutions, loans to and amounts due from other company and unbilled completed work. The ability to raise funds to be able to settle the contractual liabilities depends on the ability of the other company to repay the debts and the ability of collection of unbilled customers where the sale contracts were signed.
Fair values
Liquidity risk, or funding risk, is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.
The carrying amounts of financial assets and financial liabilities at the balance sheet date approximate to their fair values.
27/ 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 follow 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.
The majority of the Company’s shares are widely held by public through the Stock Exchange of Thailand.
a) The following significant transactions incurred during the years ended 31 December 2008 and 2007 are carried out with related parties:
2008 Baht
Consolidated 2007 Baht
Company
2008 Baht
Revenues from sales - real estate development business - directors 14,429,591 -
2007 Baht
14,429,591
noble development public company limited annual report 2008
page 02 104
27 / Related party transactions (Cont’d) a)
The following significant transactions incurred during the years ended 31 December 2008 and 2007 are carried out with related parties: (Cont’d)
Subsidiaries Interest income (Note 7) Playground Store Company Limited Ban Suk Sabai Company Limited S&P Property Management Company Limited Research & Consultant Company Limited Revenues from: • services Playground Store Company Limited • rental Playground Store Company Limited Revenues from house decoration services S&P Property Management Company Limited Sale-land under real estate development cost Ban Suk Sabai Company Limited Purchase retail products Playground Store Company Limited Purchase equipment Playground Store Company Limited Interest expense Continental City Company Limited
Company
2008 Baht
2007 Baht
2,689,184 2,375,851 267,435 220,574
1,418,264 10,727,357 202,798
5,553,044
12,348,419
1,675,158 1,272,100
8,199,454 6,226,596
2,947,258
14,426,050
-
750,000
175,000
-
937,498
-
17,855,617
-
8,703,997
8,076,923
Consolidated
Company
2008 Baht
2007 Baht
2008 Baht
2007 Baht
Directors’ remuneration 985,000
985,000
985,000
985,000
Revenues from sales - real estate development business are in accordance with criteria and condition of employee benefit scheme, which is announced and applied for general purpose, employees, who are directors, used their right to purchase real estate development from the Company. Interest income is charged to subsidiaries at the rates of 4% to 8% per annum. Revenues from rental and services are charged at the rate agreed between the parties.
noble development public company limited annual report 2008
page 02 105
27 / Related party transactions (Cont’d) a)
The following significant transactions incurred during the years ended 31 December 2008 and 2007 are carried out with related parties: (Cont’d)
Revenues from house decoration services are charged agreed between the parties.
Purchase of retail products and equipment with related parties are under prices and terms as agreed between the parties.
Interest expense paid to subsidiary at the rates of MLR minus 1% per annum (2007 : MLR minus 2% per annum).
Directors’ remuneration was approved at the shareholders annual general meeting.
Outstanding balance as at 31 December 2008 and 2007 arising from sales and purchases of goods
b)
2008 Baht
Consolidated 2007 Baht
Company
2008 Baht
2007 Baht
Unbilled completed work • directors 11,200,000 22,179,991 11,200,000
22,179,991
Company
Subsidiaries Accrued management fees (Note 10) Ban Suk Sabai Company Limited S & P Property Management Company Limited Less allowance for doubtful accounts Accrued rental and service income (Note 10) Playground Store Company Limited Less allowance for doubtful accounts Guarantee deposit payable for decoration Playground Store Company Limited
2008 Baht
2007 Baht
2,310,962 2,274,114
2,310,962 2,274,114
4,585,076 (4,585,076)
4,585,076 (2,274,114)
-
2,310,962
40,144,578 (39,563,826)
61,006,006 (50,202,867)
580,752
10,803,139
500,000
500,000
noble development public company limited annual report 2008
page 02 106
27 / Related party transactions (Cont’d)
c)
Loans from and amounts due to subsidiary for the years ended 31 December 2008 and 2007
Company
Continental City Company Limited
2008 Baht
Opening balance • loans 174,600,000 • accrued interest expense 5,390,832 179,990,832 Additional loans 255,000,000 Repayments of loans (429,600,000) Increased in accrued interest expense 8,703,997 Repayment of accrued interest expense (14,094,829) Ending balance • loans (Note 17) • accrued interest expense -
2007 Baht
77,250,000 8,957,296 86,207,296 298,000,000 (200,650,000) 8,076,923 (11,643,387)
174,600,000 5,390,832
179,990,832
noble development public company limited annual report 2008
page 02 107
28 / Commitments and contingent liabilities
The Group and the Company have commitments and contingent liabilities as follows:
Consolidated
2008 Million Baht
2007 Million Baht
Company
2008 Million Baht
2007 Million Baht
Capital commitments • under contracts to invest in development projects until completion 708 1,195 505 • under land purchase contracts 110 110 110 • under service contracts 12 7 12 • construction management fee 29 - 9 • under office rental agreements 13 23 13 Total capital and service commitments 872 1,335 649
403 110 6 21
Contingent liabilities in respect of bank guarantees (Note 5) 16 17 14
540
16
Contingent liabilities in respect of guarantees 1 1 1
1
Contingent liabilities in respect of guarantees amounting to Baht 1 million (2007 : Baht 1 million) are contingent liabilities in respect of guarantees with a financial institution for letters of guarantees issued by the financial institution to the Land Allotment Supervision Board.
noble development public company limited annual report 2008
29 / Segment information
Financial information by business segments
For the years ended 31 December 2008 2007
Revenues
Sales - real estate development business Baht’000
2,313,073
Retail business, Sales - real estate rental and services Consolidated development business Baht’000 Baht’000 Baht’000
38,527
2,351,560
2,203,115
Retail business, rental and services Consolidated Baht’000 Baht’000
89,658
2,292,773
Segment results
923,680
(6,979)
916,701
817,294
3,817
821,111
Interest income Other income
15,807
109
15,916
28,974
79
29,053
30,892
11,356
42,248
19,485
318
19,803
Selling expenses
(141,985)
(17,580)
(159,565)
(165,551)
(42,597)
(208,148)
Administrative expenses
(217,666)
(54,102)
(271,768)
(195,104)
(44,163)
(239,267)
Operating profit
610,728
(67,196)
422,552
(32,380)
543,532
505,098
(37,685)
Income tax (Note 24)
(162,484)
(138,703)
Profit before minority interest
348,668
246,164
Net loss of subsidiary attributable to minority interest (Note 21)
-
-
Net profit for the year
348,668
246,164
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annual report 2008
noble development public company limited
(82,546)
Interest expenses
29 / Segment information (Cont’d)
Financial information by business segments (Cont’d)
Sales - real estate development business
Construction Sales - real estate development business
Retail business, rental and services
Consolidated
2008 Baht’000
2007 Baht’000
2008 Baht’000
2007 Baht’000
2008 Baht’000
2007 Baht’000
2008 Baht’000
2007 Baht’000
Segment assets
6,330,644
6,027,063
4,497
4,616
1,137,845
72,111
7,472,986
6,103,790
Unallocated assets
16,700
36,630
7,489,686
6,140,420
16,477
3,853,846
2,887,973
Unallocated liabilities
136,220
28,481
3,990,066
2,916,454
260,623
8,127
Consolidated total assets Segment liabilities
3,695,049
2,854,805
2,490
16,691
156,307
Consolidated total liabilities Capital expenditure
1,682
6,991
-
-
258,941
1,136
Unallocated total capital expenditure
-
-
Consolidated total capital expenditure
260,623
8,127
37,441
28,713
Depreciation and amortisation
5,441
14,439
-
-
32,000
14,274
Unallocated depreciation and amortisation
-
-
Consolidated total depreciation and amortisation
37,441
28,713
The Group operates only in Thailand. Therefore, no geographical segmental information is presented as secondary information.
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noble development public company limited