010 Financial Highlights
040 Business structure
of 090 Remuneration directors and management team
Message from the 012 Board of Directors
structure 042 Revenue of the Company and
092 Corporate Governance
its subsidiaries
and 124 Consolidated Company Financial Statements Notes to the 135 Consolidated and Company Financial Statements
Report of the Audit 016 Committee
043 Our Vision
103 Core Values
203 Audit Fee 2015
Report of the Risk 018 Management
044 Our Projects
Capital 104 Human Management
204 Management Biography
058 Future Projects
Capital 108 Human Development
Information 214 General of Business Held by
Committee Report of the 019 Nomination and Remuneration Committee Board of Directors 020 and Executive
Singha Estate 10% Upward Strategy 066 Corporate and Business Policy
Social 110 Corporate Responsibility
Management
022
2015 Year in Brief
Economic 026 Thailand’s Overview, Property
Ventures’ Directors
070
Capital Structure
Factors and 114 Risk Risk Management
221 Reference Firms
074
Organization Chart
116 Connected Transactions
for 222 Information Investors
Market and Hotel Business in 2015 Operating 030 2015 Performance
076 Management Structure
of the 122 Responsibility Board of Directors to Financial Statements
038 Nature of Business
220 Subsidiaries’ Directors and Joint
and 088 Nomination Appointment of Directors and Senior Executives
123 Auditor’s Report
The Future of
MODERN WORKSPACE To us, the ultimate art of living is work-life balance. Recognizing the value of true happiness, Singha Estate devotes attention to detail in its business conduct to find the best solution to your living while promoting the quality of life for society.
GFA
112,000 Investment
NL A sq.m.
56,600
sq.m.
Bt.4,255mn. (excluding land)
Location
Asoke Montri and New Phetchaburi Road, Bangkok
The Future of
PREMIUM URBAN LIVING “ Best in Class ” describes Singha Estate’s quality in setting its business standard: the design and choice of nothing but the most appropriate and impeccable materials for our projects for an elite lifestyle while fulfilling your hope for a perfect habitat.
Pre-sale
58%
Total units
419
/1
units
Project Value
Bt.4,500 mn.
Location
Asoke Montri Road, Bangkok
Note: 1 As of December 31, 2015
THE
DYNAMIC WORKPLACE Singha Estate’s creativity in a workplace relentlessly striving for growth is illustrated in our investment in high-potential assets, poised for the next tier of success that is robust and sustainable.
GFA
NL A
123,000
sq.m.
58,000 sq.m.
Investment
Bt.4,500mn.
Location
Vibhavadi - Rangsit Road, Bangkok
THE
UNIQUE DESTINATION Accompanying Singha Estate in every step, our business partners complement our growth. Professionals help put our name to global standard achievement in a grand, elegant way.
Total hotels
26
Total rooms
2,883
Investment
Bt.8,600mn.
Location
United Kingdom
/1
Note: 1 Total investment by a joint venture
010 - 011
Financial Highlights
FINANCIAL HIGHLIGHTS Total Liabilities
Total Assets
2013
2014 (Restated)
2015
4,161 2012
2013
2014 (Restated)
2015
2,500
685
718
736
2011
2012
2013
627
1,000 500
370
1,500
479
2,000
1,233
11,930 7,126
2,149
(Bt. mn.)
(Bt. mn.)
0 2014 (Restated)
2011
2015
Net Profit (Loss)
2013
2014 (Restated)
2015
Financial data before business integration (Year 2011-2013)
2013
2014 (Restated)
-0.05
0.07
2015
0.04
2014 (Restated)
0.09
23 2013
-261
43 2012
0.55 0.45 0.35 0.25 0.15 0.05 -0.05 -0.15
0.44
347
(Baht)
175 2011
2012
Earnings per Share
(Bt. mn.)
400 300 200 100 0 -100 -200 -300 -400
2011
Total Revenue
Total Equities
16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0
491
2012
510
1,227
2011
16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0
859
25,308 1,228
11,288 1,544
30,000 25,000 20,000 15,000 10,000 5,000 0
13,377
(Bt. mn.)
(Bt. mn.)
2011
2012
2015
Note: Financial data in 2011-2013 are those before the business integration. They are the ďŹ nancial data of the Company (formerly Rasa Property Development PLC.) excluding the ďŹ nancial data of S Bright Future Co., Ltd. and Santiburi Co., Ltd. which transferred their entire businesses to the Company since September 12, 2014.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
28%
34% Hotel
2015 Revenue Breakdown by Business
55%
Residential Property
11%
Total revenue Gross profit Net profit (Loss) 2
(million baht)
1
2
30%
Commercial Property
Financial Results
1
Hotel
32%
2015 Asset Breakdown by Business
Commercial Property
10%
Residential Property
Others
2011
2012
2013
2014 (Restated)
2015
1,233 376 175
627 194 43
479 145 23
370 138 347
2,149 743 -261
Excludes other income 2014 net profit included gain from fair value adjustment on investment property of 588 million baht
Financial Position
(million baht)
Total assets Total liabilities Interest bearing debt Total shareholders' equity Retained earnings Issued and paid-up share capital Number of shares (million shares)
1,544 859 615 685 261 400 400
1,228 510 418 718 194 500 500
1,227 491 394 736 162 550 550
11,288 4,161 3,710 7,126 1,883 4,712 4,712
25,308 13,377 10,917 11,930 1,625 5,715 5,715
Times
0.90
0.58
0.54
0.39
0.84
% % % % Baht Baht
30.5 14.2 14.4 29.0 0.44 0.30
30.9 6.9 6.0 6.1 0.09 0.03
0.3 4.8 4.4 3.2 0.04 0.01
37.3 93.8 4.6 5.8 -0.05 -
34.6 -12.1 -0.3 -2.7 -0.05 -
Key Financial Ratios
Net Interest bearing debt / Total equity Gross profit margin Net profit margin Return on assets Return on equity Earnings per share Dividend per share
012 - 013
Message from the Board of Directors
MESSAGE FROM THE BOARD OF DIRECTORS
“Despite several economic figures of the past year pointing to precarious economic recovery, Singha Estate remained confident in the growth potential of the property market in addition to Thailand’s fundamentals and growth. In 2015, the Company therefore kept its business stride as stated in our plan, albeit more carefully, resulting in asset growth of more than double with a rise in revenue of 482% from the preceding year.
Dear Singha Estate Plc Shareholders
Taking our stride to leadership
This was our first full year of business under the name of Singha Estate Plc and the guidance of the new Board of Directors and management team. Our main challenge this year was to grow business, restructure to accommodate such growth, and lay down a firm foundation to strengthen the corporation. Under good governance, these achievements would lead Singha Estate to our vision of “Becoming a premier lifestyle developer by crafting quality settings for people to live, play, work, and shop”.
Despite several economic figures of the past year pointing to precarious economic recovery, the Board and the management remained confident in the growth potential of the property market in addition to Thailand’s fundamentals and growth. Singha Estate therefore kept its business stride as stated in our plan, albeit more carefully.
This year and in early 2016, the Board warmly welcomed Mr. Thana Thienachariya, Assistant Professor Thanavath Phonvichai, Ph.D. and Ms. Napaporn Landy as independent directors, all with expertise and experience beneficial to Singha Estate. They also agreed to become sub-committee members. We also appointed the Risk Management Committee and the Nomination and Remuneration Committee to help the Board scrutinize, track, and steer specific tasks in support of the Board for its maximum efficiency.
This year we more than doubled last year’s assets with major investments like the 51% stake acquired in Nirvana Development Co., Ltd. (“Nirvana”), a leading player in the development of single-detached houses and landed residences under the renowned “Nirvana” brand, manned by a veteran management team. This investment helped us leapfrog into the landed property business. In August we invested, by way of entire business transfer, in Suntowers Office Complex (“Suntowers”), major office buildings with consistently healthy performance outcomes. Besides diversifying risks to a business with steady revenue streams, we can build right on it by leveraging Suntowers’ experienced manpower and efficient office building management system.
Annual Report 2015
This year’s other investment milestone was the hotel business expansion to the UK through the joint venture and outright share acquisition of Jupiter Hotels Holdings Limited (“Jupiter”), the proprietor and operator of 26 Mercure-branded hotels in the UK. Strategically, this move represented business growth to countries with high economic stability and low risks, which we believe will not only provide long-term healthy returns, but will also extend our overseas ventures, thanks to Jupiter’s knowledgeable and veteran hotel management team.
Year’s performance Indeed, it was a challenging year for the property business, particularly the residential business, with several domestic factors not yet settled, coupled with unfavorable economic situations. That said, our revenue grew some 482% over the past year as a result of our above-mentioned business moves. Despite the increased expenses for sales and administration arising from Singha Estate corporate branding, the launches of many new projects, and the M&A professional fees, we still netted a comparable bottom line (excluding non-operating items) to last year and within the projected range. It is perfectly normal for businesses to post high initial costs and expenses, particularly residential properties for sale, since the sales revenue is not realized until the end of construction and ownership transfer of houses or condominiums. Likewise, M&A typically gives business expansion high costs of business development and due diligence, whereas the revenue and benefits are gradually recognized later. Fully recognizing this short-term effect on our performance, we are convinced that it would over the longer term benefit Singha Estate and its shareholders.
Singha Estate Public Company Limited The Future is Now
Firm foundation for sustainable growth Armed with a policy to forge relentless growth domestically and internationally, we are focusing on preparing the corporation—through efficient business processes, a suitable structure, adequate risk management and internal control systems, personnel capability-building, and cultivation of corporate values under good governance—in parallel with business growth. Exemplifying our accomplishments this past year were the development of Enterprise Resource Planning (“ERP”) and that with a focus on condominium sales management, organizational restructuring to align more with current businesses, and the devising of “PRIDE” corporate core values (Partnership, Refined, Integrity, Dynamic, and Entrepreneurship). Our ongoing missions in 2016 include the ERP development and the house sales management system for Nirvana, development of HRIS (Human Resources Information System), an upgrade of internal control system to fit the wider business scope, and appointment of a taskforce in charge of supervising and driving risk management and sustainability development.
Business support by Boon Rawd Brewery Group Boon Rawd Brewery Co., Ltd., is a major business conglomerate with a reputation of some eight decades and its distributor network spans domestic and international territories. Having Boon Rawd Brewery Group as its parent company benefits Singha Estate in more ways than one—land sourcing, investment and joint investment, co-marketing, and branding. Thanks to the business connection among Singha Estate and companies under Boon Rawd Brewery Group (connected parties), this relationship becomes a big plus for the Company’s own business. To be sure, the Board of
014 - 015
Message from the Board of Directors
Directors recognizes the need for transparency of connected transactions, which must in no way lead to conflicts of interest. Shareholder must also be assured of the process involved in connected transactions, which is why the Board has defined a principle for engagement in such transactions for clarity and for future company business approaches. To elaborate, the Audit Committee has valued and seriously revised the sensibility of the policy on connected transactions. Before engaging in each significant connected transaction, the management is to present details to the Audit Committee for their deliberation and comments, and must disclose the information required by the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). For the past year or so since we became a SET-listed company under the name of Singha Estate, we have doubled our assets to over 25 billion baht with assets under the Company and its joint ventures consisting of 15 residential projects, retail areas and major office complexe, and 28 domestic and international hotels with some 3,100 rooms. Proudly, our stock has been included in the SET 100 Index. All these successes would have been inconceivable had it not been for the dedication of all the management and staff members. Having said that, in order for Singha Estate to achieve its vision, the Company will be confronting economic challenges and competition in the property business, which is expected to intensify. We are convinced, however, that with staunch support from customers, suppliers, and business partners, coupled with the experienced management team and employees who are committed to their jobs, Singha Estate will thrive and rapidly achieve its goals.
In summary, the Board of Directors is grateful to all related parties—the shareholders, trade partners, financial institutions, public and private entities, the mass media, and all its customers—for their trust in and support to the Company over the years. The Board wishes to reassure you of our determination to conduct business under corporate governance in the best interests of all. We remain committed to turning Singha Estate into a leading property developer in the near future. February 26, 2016
Mr. Chutinant Bhirombhakdi Chairman
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
016 - 017
Report of the Audit Committee
REPORT OF THE AUDIT COMMITTEE Dear Shareholders As of February 17, 2016, the Audit Committee of Singha Estate Public Company Limited was made up of three independent directors who are experts and wellversed in law, accounting, finance, and organizational management, namely 1. Ms. Napaporn Landy Chairman 2. Mr. Karoon Nuntileepong Member 3. Mr. Thana Thienachariya Member The Board of Directors had appointed Ms. Napaporn Landy as director and Chair of the Audit Committee on February 11, 2016, in place of Mr. Satit Rungkasiri, who resigned from both positions on January 21, 2016. The committee performed as assigned by the Board of Directors and in line with its own charter, which also aligns with the Stock Exchange of Thailand’s regulations, with the following key policy elements: Ensure that the Company’s financial reports conform to generally accepted standards and accounting principles; review that the Company conducts its business in line with good governance, having efficient internal controls, and conformance to related laws and regulations; and deal with conflicts of interest between the Company and related parties. This year the committee met five times, with consultations held with the management, the internal auditor, and the external auditor on relevant matters. Below are its performance highlights:
01
Review of financial reports
Reviewed quar terly and annual separate and consolidated financial statements with the management and the external auditor before tabling it for the Board of Directors’ consideration Note: Meeting attendance of individual member appears under “Remuneration of Directors and Management Team”
Held a separate meeting with the external auditor and/or the internal auditor in the absence of the management. As for the Company’s financial reports for the year 2015, the committee concluded that they were properly prepared under generally accepted accounting principles with adequate disclosure of material information in the notes to the financial statements and with helpful data for shareholders and investors.
02
Related transactions or transactions with potential conflicts of interest
The committee reviewed the Company’s disclosure of information for related transactions or transactions with potential conflicts of interest to ensure propriety and comprehensiveness. Its view is that such disclosure is adequate and in conformance to SET’s and SEC’s criteria.
03
Review of risk management
The committee reviewed the risk management policy, plans, and internal and external risk management. The committee held meetings with the management to review the efficiency and suitability of risk management every quarter, providing recommendations for further improvement.
04
Review of good governance
Reviewing conformance to the Company’s code of conduct and corporate governance, the committee found that the directors and employees had strictly conformed to the stated principles. To this end, the
Annual Report 2015
Board of Directors had constantly promoted all employees’ awareness of ethics and morality to promote good governance as laid down by SET for transparency and ethical practices, leading to confidence among the shareholders, investors, customers, business partners, and all related parties.
05
Review of internal audit supervision
For audit work independence, the committee hired P&L Internal Audit Co., Ltd., a third-party internal auditor, as the Company’s internal auditor. The committee examined its annual internal audit plan, reported on audit findings, and—with the management—closely monitored internal audit findings. Also, it provided recommendations to the internal auditor to ensure efficient and effective conformance to the annual internal audit plan. For this year’s internal audit, no significant deficiency was detected.
06
Review of internal control effectiveness
The committee reviewed and revised the internal control system in conformance to SEC’s approach, which incorporates control of financial operation, compliance, and achievement of the Company’s objectives and goals. To this end, the management and Internal Audit assessed the internal control system adequacy with the recommended form, the findings of which indicated adequacy.
Singha Estate Public Company Limited The Future is Now
07
Appointment of the external auditor and decision on audit fees
Having reviewed PriceWaterhouseCoopers ABAS Ltd.’s expertise, competency, qualifications, and performance for the past fiscal year, the committee proposed that the Board of Directors consider reappointment of this external auditor together with its audit fees for the approval of the shareholder’s meeting. In summary, the Audit Committee performed its board-approved duties and responsibility with full competency, care, prudence, and adequate independance for equitable interests of stakeholders and considers the Company’s financial reports accurate, credible, and compatible with generally accepted accounting standards. The Company commands adequate risk management, suitable and effective internal control system and internal audit, and business conduct in line with good governance, together with compliance with the law, requirements, and obligations relevant to its business. On behalf of the Audit Committee February 17, 2016
(Mr. Karoon Nuntileepong) Member of the Audit Committee
(Mr. Thana Thienachariya) Member of the Audit Committee
018 - 019
Report of the Risk Management Committee Report of the Nomination and Remuneration Committee
REPORT OF THE RISK MANAGEMENT COMMITTEE Dear Shareholders In line with good governance and in support of the performance of the Board of Singha Estate Public Company Limited in its supervision of risk management, the Board appointed the Risk Management Committee on February 26, 2016, made up of three qualified directors: 1. Ms. Napaporn Landy Chairman & independent director 2. Mr. Naris Cheyklin Member 3. Mr. Nattavuth Mathayomchan Member On February 11, 2016, the Board had appointed Ms. Landy as director and the Chairman of the Risk Management Committee, replacing Mr. Satit Rungkasiri, who resigned from both positions on January 21, 2016. This year the committee held three meetings, with the following highlights: 1. Defined its own charter and proposed it to the Board, which approved and announced it on February 11, 2016 2. E ndorsed an Enterprise Risk Management Framework before tabling it for the Board’s consideration. Defined under the international approach of The Committee of Sponsoring Organizations of the Treadway Commission (COSO), the framework consists of a risk management policy, structure and roles in risk mitigation, and risk assessment criteria.
3. Steered, monitored, and reviewed the Corporate Risk Profile Report while providing guidance and commenting on assessment findings 4. Encouraged and promoted constant improvement and development of the corporate risk management system. In summary, the Risk Management Committee’s view is that this year, Singha Estate had developed an Enterprise Risk Management Framework that aligns with international practices and supported risk management practices with due regard for business circumstances, which sensibly enhanced confidence in the achievement of its strategic goals. On behalf of the Risk Management Committee February 26, 2016
(Mr. Naris Cheyklin) For the Chairman, Risk Management Committee
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE Dear Shareholders In 2015, the Board of Directors of Singha Estate Public Company Limited appointed the Nomination and Remuneration Committee (“the NRC”) to be responsible for devising the criteria and processes for nominating qualified directors and Chief Executive Officer (“CEO”); selecting persons under the stated processes; and reviewing the criteria and formats of compensation for directors and CEO under the corporate governance approach of listed companies. The Board also approved the charter of this committee to frame its performance and clearly defined its composition and qualifications. The committee is made up of three directors who are neither the Board Chairman nor the CEO, and must be knowledgeable, competent, and experienced in fields useful to its performance. Equally important, they must devote adequate time to their performance as a member of this committee to enable achievement of its objectives.
Below are the highlights of the committee’s performance this year. This year the committee held two meetings with perfect attendance every time, and performed the duties specified in its charter: 1. Drafted the Charter of the Nomination and Remuneration Committee 2. Reviewed the Board performance assessment form and tabled it for the Board’s approval and assessment 3. R eviewed the CEO’s annual performance assessment form 4. Encouraged Singha Estate to give shareholders an opportunity to nominate directors. February 9, 2016 On behalf of the Nomination and Remuneration Committee
The current committee is made up of: 1) Mr. Chayanin Debhakam, D.B.A. Chairman 2) Mr. Karoon Nuntileepong Member & independent director 3) Asst. Prof. Thanavath Member & Phonvichai, Ph.D. independent director
(Mr. Chayanin Debhakam, D.B.A.) Chairman, Nomination and Remuneration Committee
020 - 021
Board of Directors and Executive Management
BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
01/ Mr. Chutinant Bhirombhakdi Chairman of the Board
01
02
06
07
11
12
02/ Ms. Napaporn Landy/1 Independent director Chairman of the Audit Committee Chairman of the Risk Management Committee
03/ Mr. Karoon Nuntileepong Independent director Member of the Audit Committee Member of the Nomination and Remuneration Committee
04/ Mr. Thana Thienachariya Independent director Member of the Audit Committee
05/ Assistant Professor Thanavath Phonvichai, Ph.D. Independent director Member of the Nomination and Remuneration Committee
06/ Mr. Chayanin Debhakam, D.B.A. Director Chairman of the Nomination and Remuneration Committee Chairman of the Executive Committee
07/ Mr. Naris Cheyklin Director Member of the Risk Management Committee Member of the Executive Committee Chief Executive Officer
08/ Mr. Longlom Bunnag Director Member of the Executive Committee Chief Investment Officer
09/ Mr. Nattavuth Mathayomchan Director Member of the Risk Management Committee Member of the Executive Committee Chief Residential Development Officer Note: /1 Appointed on February 11, 2016.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
03
04
05
08
09
10
13
10/ Mr. Terachart Numanit
12/ Mr. Dirk De Cuyper
Member of the Executive Committee
Member of the Executive Committee
Chief Design and Construction Officer
Chief Operating Officer (S Hotel Management Co., Ltd.)
11/ Mr. Methee Vinichbutr Member of the Executive Committee
13/ Mr. Suphot Chaladol
Chief Financial Officer
Member of the Executive Committee Chief of Santiburi Hotel Management (S Hotel Management Co., Ltd.)
022 - 023
2015 Year in Brief
2015 YEAR IN BRIEF
04 April The 2015 Annual General Meeting of Shareholders, held on April 22, 2015, approved the following transactions: -- A 51% investment in Nirvana Development Company Limited (“Nirvana”), a well-established landed residential developer under the brand “Nirvana” -- A n i n c re a s e o f re g i s t e re d c a p i t a l o f B a h t 2,635,940,054 to the total registered capital of Baht 7,348,290,786, to support the investment in Nirvana and the rights offering, and to be reserved for the exercise of warrants “S-W1”
Summary of the Capital Increase Transaction The increase of registered capital of Baht 2,635,940,054 by issuing 2,635,940,054 new ordinary shares (with a par value of Baht 1 per share) to the total registered capital of Baht 7,348,290,786
Summary of the Rights Offering Number of Shares 816,476,754 shares Subscription Ratio 6 existing ordinary shares being entitled to subscribe for 1 newly issued ordinary share with 2 units of the warrants (S-W1) (Ratio 6:1:2) Offering Price Baht 3.00 per 1 newly issued ordinary share
Objectives 1. To support the investment in Nirvana as payment in kind for the ordinary shares of Nirvana. 2. To be used as working capital and source of fund for various investments in the future.
Allocation of the Newly Issued Shares 2,635,940,054 newly issued ordinary shares: 1. 186,509,792 shares to be allocated to existing shareholders of Nirvana as payment in kind for the ordinary shares of Nirvana. 2. 816,476,754 shares to be allocated to the existing shareholders of the Company (Rights Offering) 3. 1 ,632,953,508 shares to be reserved for the exercise of warrants (S-W1)
Summary of the Warrants (S-W1) Number of Warrants 1,632,953,508 units Offering Price Baht 0.00 per unit Maturity Not exceeding 4 years and 2 months from the date of issuance and offering of warrants Exercise Ratio 1 unit of warrants to 1 newly issued ordinary share (Ratio 1:1) Exercise Price Baht 15.00 per new ordinary share
Annual Report 2015
Invested in 51% stake in Nirvana for a total investment of 2,091 million baht, by 1) acquiring ordinary shares of Nirvana from the existing shareholders, for which the Company paid in kind with newly issued ordinary shares of the Company (Share Swap), and 2) subscribing newly issued ordinary shares of Nirvana and paying in cash.
Summary of the Investment in Nirvana Transaction A 51% investment in Nirvana
Expected Benefits 1. Immediate revenues and profit 2. Expanded business base and well diversified risks 3. Immediate entry into low-rise residential business
Characteristics of the Transaction 1. Acquisition of 51% of the total ordinary shares of Nirvana from its existing shareholders, for which the Company paid in kind with 186,509,792 newly issued ordinary shares of the Company 2. Subscription of 51% of newly issued ordinary shares of Nirvana, for which the Company paid in cash of 319 million baht.
Singha Estate Public Company Limited The Future is Now
Total Investment Approximately 2,091 million baht Transaction Date April 27, 2015
06 June Completed the rights offering and the allocation of S-W1 warrants, in accordance with the 2015 AGM resolution.
08 August Invested in Suntowers Office Complex (“Suntowers”) – a Grade-A twin-towered offices on Vibhavadi-Rangsit Road, with a total investment of 4,500 million baht. (see details under “Our Projects”.)
Summary of the investment in Suntowers Transaction Investment in Suntowers Office Complex
Expected Benefits 1. Immediate revenues and profit 2. Recurring cash flow in long term 3. Expanded business base and well diversified risks 4. Immediate entry into commercial property business
Characteristics of the Transaction Investment in Suntowers, by way of entire business transfer which includes all assets and liabilities from Suntowers Co., Ltd.
Total Investment Approximately 4,500 million baht
Transaction Date August 10, 2015 (date of the entire business transfer)
024 - 025
2015 Year in Brief
08 September The Extraordinary General Meeting of Shareholders No. 1/2015, held on September 30, 2015, approved the following transactions: -- T he investment in Singha Complex Project – a mixed-use commercial complex – located at the corner of Asoke Montri Road and New Phetchaburi Road, with a total investment cost of not exceeding 4,255 million baht (see details under “Future Projects”) -- The lease of certain office building areas in Singha Complex Project to Boon Rawd Brewery Co., Ltd. and/or its subsidiaries (“Boonrawd Group”) for a total lease period of 50 years, with an approximate total rental fee of 1,900 million baht.
Summary of the lease of office space in Singha Complex Project to Boonrawd Group Transaction he lease of certain office building areas in Singha T Complex Project to Boonrawd Group – major shareholder of the Company.
Preliminary Details of Leased Assets Floors 32 – 37 of the office building -- G ross floor area (GFA) of approximately 14,555 square meters -- Net leasable area (NLA) of approximately 10,595 square meters (representing 21% of total office NLA) -- Rights to parking space at 1 car per 100 square meters
Total Lease Period 50 years
Total Rental Fee Approximately 1,900 million baht to be paid upfront
Expected Benefits 1. Increased liquidity from the upfront rental fee 2. Ease of the burden of acquiring tenants of office space 3. Good return which is not less than leasing to a third party 4. Good project image from having Boonrawd Group as anchor tenant
10 October Launched “The Esse Asoke” – a 4,500-million baht project-value luxury condominium located on Asoke Montri Road which is the first residential project developed by the Company after the business integration. (see details under “Future Projects”.) Invested in 26 hotels under “Mercure” brand in the United Kingdom through a 50%-stake joint-venture company. Total investment is approximately 155 million GBP or 8,600 million baht. (see details under “Our Projects”)
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Characteristics of the Transaction The investment, by a subsidiary of FS JV Co Limited (“FS JV”) – a 50% joint-venture company, in 100% shares of Jupiter Hotels Holdings Limited – the owner and operator of the 26 freehold/leasehold hotels under “Mercure” brand in the United Kingdom
Total Investment
/1
Approximately 155 million GBP or 8,600 million baht
Transaction Date October 10, 2015 Remark: 1 Total investment by FS JV. The exchange rate used in the calculation is GBP 1 = THB 55.5579 as of September 30, 2015, which was the date of Board’s approval.
Summary of the transaction Transaction Investment in 26-hotel portfolio in the United Kingdom
Expected Benefits 1. Well diversified risks and expanded business base to countries with stable tourism, economy and financial position 2. Good returns with reasonably low business risk 3. Recurring cash flow in long term 4. Opportunity for future overseas hotel expansion from in-depth experience and business know-how from “Accor” group management team
11 November Phi Phi Island Village Beach Resort launched 45 new villas with a new swimming pool (the second swimming pool of the hotel) to enhance its competitiveness and support the continuous growth of tourists.
026 - 027
Thailand’s Economic Overview, Property Market and Hotel Business in 2015
THAILAND’S ECONOMIC OVERVIEW, PROPERTY MARKET AND HOTEL BUSINESS IN 2015
Thailand’s Economic Overview 2015 Thailand’s GDP grew by 2.8% this year, a substantial decline from the projected rate of 4.0% last year. The lower-than-expected growth was associated with slower recoveries among economic driving forces, which included a decrease in exports from last year due to economic deceleration among Thailand’s key trading partners such as China, Japan and European countries. Private consumption expanded at a low rate, with consumers’ cautious spending indicated by the weakening consumer confidence index since the beginning of this year. Affected by drought, agricultural produce prices also remained low. Besides public spending, the economy remained driven by the tourism
sector, which expanded in tandem with the growing number of Chinese tourists. The economy was nonetheless on a rising trend at the end of the year, aided by government stimulus programs in the third quarter and low oil prices.
Property Business Overview 2015 Property business started improving this year after the calming down of political tension since the end of 2014. Compared to a rise of 0.4% last year, the property sector expanded by 4% this year, with the number of transferred housing units growing by 6% while land prices rose by 12%. The sector was nonetheless weighed down by the economic slowdown, which affected
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
consumers’ spending. The high level of household debt-to-GDP ratio also affected commercial banks’ lending practices, limiting low-income consumers’ access to housing finance. Nonetheless, the property market started to pick up at the end of the year, resulting from the public sector’s launching of monetary and fiscal measures in October to stimulate the economy, which encouraged consumers to make quick purchasing decisions. These measures were the relaxation of approval conditions for low-income and middle-income earners’ housing loans, the reduction in transfer and mortgage fee, and the deduction of taxable income for buyers of homes priced at 3 Bt.mn and lower.
The retail market nonetheless benefitted from the public sector’s economic stimulus measures, which contributed to private consumption increments by 2.1% from the previous year. Retail space in Bangkok grew by 5.9% to 7.1 million square meters this year, resulting from the launch of many shopping complexes, including Central Plaza West Gate, Central Festival Eastville and The Emquartier. Some operators also expanded their businesses to other provinces during the same period. In response to the slowdown of the Thai economy, entrepreneurs started postponing their new investments and redirecting investment plans to renovate existing branches, enabling them to compete with new shopping centers.
Retail and Office Building Business Overview 2015
The office building business in Bangkok has a good prospect. Compared to 2014, the total leasable area in Bangkok Metropolis increased slightly by 1.8% to 8.5 million square meters this year. The high demand for rental space was reflected by the occupancy rate, which edged up by 1% from the previous year to 91%, enabling operators to raise rental rates.
This year, the retail business improved slightly from 2014. Private consumption grew modestly throughout 2015, resulting from consumers’ cautious spending and concerns about the sluggish recovery of the economy. The consumer confidence index declined from the beginning of the year and bottomed out in September.
Gross Domestic Product (GDP)
Private Consumption
(Billion Baht)
*Estimated figures
2,000
20,000 15,000
(Billion Baht)
7.3% 2.8%
0.9%
2.8%
3.5%
1,500
10,000
1,000
5,000
500
0
0
2012
2013
2014
2015
2016*
2.4%
1.6%
1.8%
2.5%
1Q15
2Q15
2Q15
4Q15
Gross Domestic Product (GDP)
Private Consumption
%GDP Growth
%Growth
028 - 029
Thailand’s Economic Overview, Property Market and Hotel Business in 2015
Hotel Business Overview 2015 Hotel Business in Thailand
Hotel Business in the United Kingdom
This year, the hotel business benefited from the tourism sector’s continued expansion since the end of last year due to a steady growth in the number of tourists. The number of tourists rose by 20.4% to 29.9 million, 26.6% of whom were Chinese tourists, a hefty increase of 71.1% to 7.9 million. As a consequence of the economic slowdown among EU members, tourist arrivals from Europe dropped, causing negative business impacts on the hotels that rely mainly on this group. Despite causing a deceleration in the number of tourists during September, the explosion in Bangkok in August had a short-term effect on the tourism sector and hotel business in only some areas of Bangkok. Besides a rebounding number of tourists since November, Thailand’s status as a premier tourist destination was echoed by the occupancy rate which rose from 56% in 2014 to more than 60% this year.
For the second year in a row, the hotel business in the UK continued to expand this year, aided by the UK’s economic recovery which outpaced the EU, demonstrated by its economic growth rate of 2.4% (against 1.5% growth of the EU). The tourism sector of the UK also continued to improve, with about 35.1 million tourists visiting the kingdom this year, a 2.5% rise from 2014. During the same period, the number of tourists visiting London, UK’s business and tourism center, also rose by 5.6% to 18.8 million. Economic recovery also bolstered business connectivity, notably the conference-organizing and catering businesses, which contributed to raising the occupancy rate of the hotel business to 78%, an increase of 1.4% from the previous year.
Number of Tourists (Million People)
45.0 30.0
16.2%
*Estimated figures
20.4%
18.8% -6.5% 26.5
22.4
24.8
8.8%
29.9
32.5
2015
2016*
15.0 0.0
2012
2013
2014
Number of tourist arrivals
%Growth
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Domestic Economic Outlook for 2016 The economy is expected to grow by 3.0-4.0% in 2016. Besides the government’s spending, investment and economic stimulus measures, the major contributing factors include export recovery in tandem with the global economy and steady expansion of the tourism sector. The property business is on a rising trend, with improved confidence index since the end of 2015 indicating the revival of consumers’ spending. Operators are still purchasing land for future project development, evident in the rising prices of land throughout 2015. The hotel business will continually expand, aided by the increasing number of tourists to 32.5 million as a result of the moderation of tourism costs being in line with global energy prices and the depreciation of the
Baht currency. The retail business is likely to become more competitive, with operators of nearby retail outlets competing to gain their market shares. The office space rental business has a good prospect due to the limited supply and strong demand, giving operators a prospect to raise rental rates. Sources : - Office of the National Economic and Social Development Board - Tourism Council of Thailand - Department of Tourism, Ministry of Tourism and Sports - The World Bank - The Bank of Thailand - CB Richard Ellis (Thailand) Co., Ltd. (CBRE) - Real Estate Information Center (REIC) - PricewaterhouseCoopers LLP
Consumer Confidence Index
75.0 70.0 65.0 60.0
Dec-15
Nov-15
Oct-15
Sep-15
Aug-15
Jul-15
Jun-15
May-15
Apr-15
Mar-15
Feb-15
Jan-15
55.0
030 - 031
2015 Operating Performance
2015 OPERATING PERFORMANCE Performance Overview
Financial Performance Overview
2015 marked the first full year of operation under the name Singha Estate PCL. (“the Company” or “Singha Estate”). The business integration in 2014, coupled with Singha Estate becoming a part of Boon Rawd Brewery Co., Ltd (“Boon Rawd”), paved the way for a new business plan – which merger and acquisition and investment/joint investment represent a major strategy and key driver for revenues, cash flow, earnings, and growth of the company during its initial stage.
Consolidated Financial Results
In 2015, the Company doubled its asset size with a 51% stake in Nirvana Development Co., Ltd. (“Nirvana”) – a well-established landed residential developer, a 100% interest in Suntowers – a large-scale office complex with consistently strong performance, and a 50% interest in a hotel company – owner and operator of 26 Mercure-branded hotels in United Kingdom. Though 2015 was a challenging year for property business, residential sector in particular, the Company managed to grow its revenues by 482% yoy, whilst bottom line (excluding non-operating items) remained on par with last year, with partials of the expenses being one-time – professional fees related to a number of M&A deals, marketing & promotion for the launch of corporate brand and new projects. The biggest challenge, however, was pend-up housing demand, which affected Nirvana’s performance. Since 4Q15, new strategies and marketing plan have been executed to tackle the soft sentiment and boost performance of Nirvana in 2016.
Singha Estate recorded its FY2015 consolidated revenues of Bt.2,149mn, up 482% yoy, whilst gross profit improved 439% yoy. The increases were mainly from the full-year contribution of Santiburi Beach Resort & Spa and Phi Phi Island Village Beach Resort, in addition to 8-month and 4-month contributions of Nirvana and Suntowers. For FY2015, the Company posted a net loss of Bt.261mn, compared to a net profit of Bt.347mn in the preceding year. Noted that there were a loss of Bt.29mn and a gain of Bt.588mn, from fair value adjustment on investment property incorporated in the FY2015 and FY2014 performance, respectively.
Change in Accounting Policy With the implementation of TAS 40 (revised 2015) “Investment Property”, starting from 3Q15, the accounting for any commercial property – classified as investment property – has been change from the previous “cost method” to “fair value method”. The adjustments are showed in notes to the consolidated financial statements, item 3.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Consolidated Statement of Comprehensive Income
FY2014 (Restated)
FY2015
yoy Change
% yoy Change
Revenues - Residential Properties - Hotel - Commercial Properties Gross profit
370 143 220 7 138
2,149 1,175 734 240 743
1,780 1,033 515 233 605
482% 723% 234% 3237% 439%
Selling and admin expenses
386
923
537
139%
Profit (loss) from operation
(248)
(181)
68
(27%)
Other income Share loss from investment in a joint venture
621 0
167 (41)
(454) (41)
(73%) n/a
Profit (loss) before interest and income taxes
372
(55)
(428)
n/a
28 (3)
203 (10)
175 (7)
623% 194%
348
(248)
(596)
n/a
(1)
(13)
(12)
995%
347
(261)
(607)
n/a
(Unit : Bt.mn)
Financial costs Income taxes Profit (loss) for the period Non-controlling interests Net Profit (loss) Major Developments in 2015
Highlighted in its 5-yeared plan (2015 – 2019), land acquisition and development of ‘Best in Class’ quality projects are main strategies for growth in parallel with investment/joint investment as well as merger and acquisition of high growth potential assets. Since the inception, the said business plan has been prudently executed. The following events marked the Company’s milestones.
Residential Business -- The acquisition of 51% interest in Nirvana Development Co., Ltd. – a well-established landed residential developer through share swap and cash injection. Performance of Nirvana has been incorporated in the Company’s consolidated financial statements, starting 27 April 2015 onwards.
032 - 033
2015 Operating Performance
-- In October, the launch of The ESSE Asoke condominium – developed and owned by Singha Estate. Pre-sales at 2015 year-end stood at 58%. The Bt.4,500mn. (project value) project is due to complete in 2018.
Hotel Business -- In April, launch of new room type – “the Spa Villa” – with 6 new villas in operation at Santiburi Beach Resort & Spa (“Santiburi”). This event marks the completion of its all-rounded refurbishment project, whereby the resort was fully closed in September 2014 and re-opened with new look in December 2014. -- In October, acquisition of 100% interest in an England-based Jupiter Hotels Holdings Ltd. – the owner and operator of 26 Mercure-branded hotels in United Kingdom – through a 50% joint-venture company. -- Commencement of 45 new villas at Phi Phi Island Village Beach Resort (“Phi Phi Village”) during 2015 yearend. The Bt.200mn room expansion and facility upgrade project is expected to generate not only a healthy yield on investment, but also a leading role in Phi Phi Island hotel market.
Commercial Property Business -- In August, the Bt.4,5000mn investment in Suntowers Complex (“Suntowers”) – a grade “A” twin-tower office complex, located 10-km away from downtown Bangkok on VibhavadiRangsit Road. The complex comprises two office tower of 55,820-sqm net leasable area and 2,200 sqm of adjoining retail in day market-style shopping plaza. -- In October, groundbreaking of Singha Complex Project (“Singha Complex”) – a mixed-use development on Asoke-Petchaburi Intersection. The Bt.4,200mn (construction cost) project will be ready for commercial operation in 1Q18.
Performance Summary Singha Estate reported its FY2015 consolidated revenues of Bt.2,149mn, up 482% yoy, driven by residential business – which contributed 55% of total revenues. Commercial property business recorded the highest revenue growth, though contributed 11% of total revenues.
Financial Performance Breakdown
Revenue by business Total revenues Residential Properties Hotel Commercial Properties
2014
2015
Change
% Change
370 143 220 7
2,149 1,175 734 240
1,780 1,033 515 233
482% 723% 234% 3237%
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Residential Business
Hotel Business
As small backlog of Rasa Property Development PCL. (“RASA”) was completely transferred in 1H15, driver of this business was performance of Nirvana. In 2015, revenue from residential business grew 723% yoy, from contribution of Nirvana – of which performance has been incorporated in Singha Estate’s consolidated financial statements starting 27 April 2015 onwards. However, like other developers, Nirvana was adversely affected by pent-up housing demand, which resulted in a below-budget performance.
Performance of hotel business constitutes those of Santiburi and Phi Phi Village. Separately presented under share of profit from investment in a joint venture was share of performance of the 26 hotels in UK.
Hotel Business: Operation Statistics
Operation statistics
2014
2015
Santiburi No.of keys Occupancy rate
78 62%
78 58%
Phi Phi Village /1 No.of keys Occupancy rate
117 84%
162 82%
Hotels in UK /2 No.of keys Occupancy rate
2,883 66%
2,883 69%
Note: 1 Acquired on 28 November 2014. 2 Acquired on 10 October 2015 through a 50% joint-venture company.
Hotel business registered a FY2015 revenue growth of 234% yoy, mainly from a full year contribution of Phi Phi Village. Albeit the addition of new rooms, occupancy of Phi Phi Village remained strong with slightly higher average daily rate (or ADR). Thanks to its well-diversified guest profile and various sales channels; the resort managed to grow Chinese visitors to fill the drop of EU tourists. Post refurbishment, Santiburi managed to grow its ADR, however occupancy was lower than expected, due to the prolonged stagnant economy of EU, which is its key market target for Santiburi. As for hotel business in UK, operating performance was strong. Transaction costs – one-time expenses – resulted in a share loss of Bt.41mn; however with interest income of totaling Bt.33mn from loans to the joint venture, performance of hotel business in UK ended at a negative Bt.8mn for the FY2015.
Commercial Property: Operation Statistics
Operation statistics
2014
2015
The Lighthouse Net leasable area (sq.m.) Occupancy rate
3,038 73%
3,196 78%
Suntowers /1 Net leasable area (sq.m.) Occupancy rate
-
58,044 94%
Note: 1 The entire business transfer was complete on 10 August 2015.
034 - 035
2015 Operating Performance
Commercial Property Business
Selling and Administrative Expenses
Commercial property was classified as investment property, which is measured and carried at its fair value. (See notes to the financial statement, item 2.11) However, for comparative purpose, additional analysis is provided to show what the business’s performance would have been if the results of the fair value adjustment had been excluded in the calculation.
In FY2015, Singha Estate posted consolidated selling and administration expenses of Bt.923mn, increased by 139% yoy. The increase was due to four distinct sources; a) Addition of expenses from the new assets – Phi Phi Village, Nirvana, and Suntowers b) Increased number of employees at head office to support business expansion after the business integration c) Bt.54mn marketing and promotion expenses for the launch of corporate brand and the ESSE Asoke d) Bt.48mn professional fees related to the M&As
For FY2015, revenue from commercial property business amounted to Bt.240mn, representing a 60% yoy drop. This was due to that of the FY2014 included a gain of Bt.588mn as a result of fair value adjustment of Singha Complex. Excluding such gain, this business would have reported a 3,237% yoy growth in revenue. This was attributed to the contribution of Suntowers – of which performance has been incorporated in the Company upon completion of an entire business transfer in August 2015.
Gross Profit FY2015 gross profit improved by 439% yoy to Bt.743mn, owing to the above-mentioned acquisitions and investments.
Other Income Other income constitutes interest income and non-operating items – gains or losses from exchange rate, fair value adjustment on investment property, and acquisition/disposal of assets. For FY2015, other income amounted to Bt.167mn, compared to Bt.621mn. The significant difference was mainly from the Bt.588mn fair-value uplift of Singha Complex, as previously mentioned.
Net Profit Singha Estate posted its FY2015 net loss of Bt.261mn, compared to a net profit of Bt.347mn in the preceding year. The substantial difference was mainly due to that of FY2014 incorporated the above-mentioned gain of Bt.588mn from fair value adjustment.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Consolidated Statement of Financial Position
(Unit : Bt.mn / % to total assets) Assets Cash and Short-term investments Costs of property development Inventories Others
End of 2014 (Restated)
End of 2015
898 795 33 93
8% 7% 0.3% 1%
899 7,660 675 560
4% 30% 3% 2%
Total current assets
1,819
16%
9,794
39%
Land held for development Investment property PP&E Others
1,500 4,386 3,102 482
13% 39% 27% 4%
45 8,375 3,507 3,586
0.2% 33% 14% 14%
11,288
100%
25,308
100%
3,167 38 429
28% 0.3% 4%
6,241 579 1,232
25% 2% 5%
3,634
32%
8,053
32%
Long-term loans Others
505 22
4% 0.2%
4,097 1,228
16% 5%
Total liabilities
4,161
37%
13,377
53%
4,712 1,883 531
42% 17% 5%
5,715 1,625 4,589
23% 6% 18%
7,126
63%
11,930
47%
Total assets Liabilities short-term loans Current portion of long-term loans Others Total current liabilities
Shareholders’ equity Paid-up capital Retain eanrings Others Total shareholders’ equity
036 - 037
2015 Operating Performance
Financial Position Asset size doubled in one year, mainly from M&A
As at 31 December 2015, Singha Estate registered consolidated total assets of Bt.25,308mn, grew by 124% from end of FY2014. This mainly attributed to the following sources; a) Assets of Nirvana and Suntowers b) Loan to the joint venture to support the acquisition of the abovementioned hotel portfolio in UK c) Increased inventories at Phi Phi Village to support the new 45 villas Total liabilities increased by Bt.9,216mn, mainly from the consolidation of Nirvana’s liabilities, upfront payments from Boon Rawd for the long-term lease of office space at Singha Complex, and new debts issued to finance the business expansion. Total equity stood at Bt.11,930mn, grew by 67% from end of FY2014, primarily as a result of capital increase in June 2015.
Capital Structure Net interest-bearing debt to equity stood at 0.84x
At the initial stage of Singha Estate and with the strategy to grow its business via M&A, short-term debts – collateral-free bridging loans – are designated sources of funds, particularly in acquiring lands and assets. Post acquisition, long-term debts – project financing loans – will be used to refinance such short-term debts. As at 31 December 2015, interest-bearing debts stood at Bt.10,917mn., of which 62% are short-term bank loans. Net interest-bearing debt to equity ratio went up to 0.84 times, from the 0.39 times at the FY2014 (based on the restated financial statement). This was mainly due to loan issued to finance business expansion.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
038 - 039
Nature of Business
NATURE OF BUSINESS
Company Background Singha Estate was founded on 14 August 1995, under the former name of “Panichpoom Pattana Company Limited” with an initial paid-up capital of Baht 10 million. The main objective was to engage in property development for housing estates and condominiums. The Company later underwent a name change to Rasa Property Development Public Company Limited (“Rasa”), with listing on the Stock Exchange of Thailand (SET) since 12 April 2007, under the “RASA” ticker symbol. Then on 12 September 2014, the Company underwent capital increase by issuing 4,162,352,331 capitalincrease ordinary shares with par value of Baht 1 while engaging in business integration by the entire business transfer from group of companies under the Singha Property Management Company Limited, and group of Mr. Santi Bhirombhakdi. The shareholding structure also underwent change: Singha Property Management (in which Boon Rawd Brewery Company Limited, holds 99.99% shares) and Mr. Santi Bhirombhakdi became the major shareholders. On the same day, its name changed to Singha Estate Public Company Limited, which changed its ticker symbol on SET from “RASA” to “S”.
Business by Business Group Such business integration and becoming part of Boon Rawd Brewery Company Limited have led to a new business plan. To this end, the Company restructured its business operations to 3 core business groups.
Residential Business The Company’s policy for development of residential business, both high rise and low rise projects, is diverse in forms, namely single detached houses, townhomes, home offices, and condominiums, to satisfy the needs of middle-tier to upper-tier customers under different brands. The Company develops and manages sales either through subsidiaries in which it holds 99.99% shares or through Nirvana Development Company Limited, in which it holds 51% shares. In developing residential projects, The Company and its subsidiaries secures land with good potential and suitability for project development; analyzes project feasibility; controls design and administration of construction; administers sales; and provides after-sale services. As of 31 December 2015, the Company had 14 residential projects under sale and ownership transfer under Nirvana Development Company Limited’s responsibility (see details under “Our Projects”) and 4 were under study and development (see details under “Future Projects”).
Commercial Property Business Commercial Properties, which include shopping centers and office buildings for rent, hold high growth potential and high returns on investment, which is why this is another core business of the Company under its five-year business plan. With a policy to grow this business through development and investment, core revenue from this business are space rents, service charge for utility, security systems, and other service fees.
Annual Report 2015
In development and investment, by and large the Company considers location suitability; limitations for project development or expansion; supply and demand in the vicinity; returns on investment; and growth potential. Today the Company has two commercial properties, namely The Lighthouse (a small retail building developed since Rasa’s days) and the Suntowers Complex, the whole of which was done by the entire business transfer in August 2015 (see details under “Our Projects”). The project under development is the Singha Complex Project (see details under “Future Projects”).
Hotel Business Belonging to another the Company’s core business, the hotel business and the hotel management business have featured leapfrogging growth after business restructuring. The Company’s policy is to grow this business through joint investments and acquisitions. The key considerations consist of location, supply and demand, asset quality, management team, returns on investment, and growth potential (room expansion, occupancy rate, and room rate). The Company’s business is operated through a 99.99%-owned subsidiary. Today, two hotels are under its wings, namely Santiburi Beach Resort and Spa and Phi Phi Island Village Beach Resort. Twenty-six hotels in the United Kingdom are under the management of joint-venturer Jupiter Hotels Holdings Limited, in which the Company holds 50% indirect shares (see details under “Our Projects”).
Singha Estate Public Company Limited The Future is Now
040 - 041
Business structure
BUSINESS STRUCTURE HOTEL BUSINESS
99.99%
S HOTEL MANAGEMENT COMPANY LIMITED
99.99%
S HOTEL PHI PHI ISLAND COMPANY LIMITED
99.99%
S HOTELS AND RESORTS INTER COMPANY LIMITED
99.99%
S HOTELS AND RESORTS COMPANY LIMITED
100%
S HOTELS AND RESORTS (SG) PTE. LTD.
100%
S HOTELS AND RESORTS (HK) LIMITED
100% 50%
S HOTELS AND RESORTS (UK) LTD.
FS JV CO LIMITED
Annual Report 2015
RESIDENTIAL PROPERTY BUSINESS
51%
NIRVANA DEVELOPMENT COMPANY LIMITED
Singha Estate Public Company Limited The Future is Now
COMMERCIAL PROPERTY BUSINESS
99.99%
S ESTATE COMMERCIALS INTER COMPANY LIMITED
99.99%
S ESTATE COMMERCIALS COMPANY LIMITED
51.33%
MAX FUTURE COMPANY LIMITED
51.13%
SINGHA PROPERTY DEVELOPMENT COMPANY LIMITED
100%
S COMMERCIALS (SINGAPORE) PTE. LTD.
48.66%
MAX FUTURE COMPANY LIMITED
48.86%
SINGHA PROPERTY DEVELOPMENT COMPANY LIMITED
042 - 043
Revenue structure of the Company and its subsidiaries Our Vision
REVENUE STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES Type of Business/ Operated by Residential Property Single-detached house and townhome - Singha Estate Plc. - Nirvana Development Co., Ltd. Condominium - Singha Estate Plc. Commercial Property Office and retail property - Singha Estate Plc. - Max Future Co., Ltd. Hotel - Singha Estate Plc. - S Hotel Management Co., Ltd. - S Hotel Phi Phi Island Co., Ltd. Other revenues/2 Interest income Other incomes Share profit (loss) from investment in a joint venture Total revenues/2
% of Shareholding
51.00
2013/1
2014/1
2015
Bt.mn
%
Bt.mn
%
Bt.mn
%
-
-
97.37
24.20
1,126.41
51.88
-
-
45.39
11.28
49.03
2.26
0.84
0.31
7.18
1.79
239.76
11.04
260.76
94.92
219.63
54.58
734.19
33.81
10.74 2.36 -
3.91 0.86 -
11.13 21.72 -
2.77 5.40 -
34.85 28.36 (41.32)
1.60 1.31 (1.90)
274.70
100.00
402.42
100.00
2,171.28
100.00
99.99
99.99 99.99
Remark: /1 Restated /2 Excludes non-recurring items of Bt.588mn and Bt.104m, in 2014 and 2015, respectively (see Notes to financial statements, item 26)
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
OUR VISION
Become a premier lifestyle developer by crafting quality settings for people to live, play,work, and shop
044 - 045
Our Projects
OUR PROJECTS
The business integration and restructuring of shareholders in September 2014 has led to a new policy of business growth and new plans for business expansion focusing on growth via land purchases in high-potential locations and quality project development under the “Best in Class� concept in tandem with investment, joint investment, and M&As of businesses or assets with high growth potential. The goal is to achieve its vision of becoming a premier lifestyle developer by crafting quality settings for people to live, play, work, and shop. Relentless investment and business expansion have resulted in Singha Estate today commanding assets under the operation of itself, subsidiaries, and joint-venture companies in and outside Thailand in three core businesses, namely residential properties, commercial properties (office buildings and retail commercial areas) and hotel business, detailed as follows.
Residential Properties This year, Singha Estate had two residential projects under its wings, namely Intro Condominium and RASA Maxx Ville, both of which had been developed and sold before the business integration; both projects’ sale and ownership transfers were completed in June 2015. In addition, the Company had 14 residential projects under the development and management of Nirvana Development Co., Ltd. (Nirvana), under construction and sale launch in 2015. At the year-end, the outstanding project value stood at about 5,500 million baht.
Residential Projects under Nirvana These projects consist of two-storey and three-storey single detached made-to-order houses; completed houses; townhomes; and home offices, of outstanding, modern designs with unique appearances and matching the needs and lifestyles of the target group.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Product Type
Price Range Per Unit
Namber of Project in 2015
3-storey
20-35 Bt.mn
7
2-storey
4-22 Bt.mn
4
Townhome
2-5 Bt.mn
2
Home Office
12-19 Bt.mn
Single Detached House
1
046 - 047
Our Projects
2015 Projects under Nirvana Project
Nirvana Beyond Lite Rama 9
Nirvana Beyond Kaset – Nawamin (Phase 1)
Nirvana Beyond Kaset – Nawamin (Phase 2)
Rama 9
Nawamin
Nawamin
3-storey single-detached house
3-storey single-detached house
3-storey single-detached house
Remaining units /1
17
4
20
Remaining Project Value /1 (Bt.mn)
185
72
512
Location Product Type
Remark: /1 As at December 31, 2015
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Nirvana Beyond @ Beach, Pattaya
Nirvana Beyond Srinakarin
Nirvana Beyond Rama 2
Nirvana Icon Rama 9
Pattaya, Chonburi
Srinakarin
Rama 2
Rama 9
3-storey single-detached house
3-storey single-detached house
3-storey single-detached house
2-storey single-detached house
20
39
136
2
306
693
3,197
16
048 - 049
Our Projects
Project
Nirvana Icon Wongwean – Rama 9
The Tara
Nirvana Intro Wongwaen Kaset – Nawamin
Location
Wongwean – Rama 9
Ramindra (Phrayasuren 35)
Wongwaen Kaset – Nawamin
2-storey single-detached house
2-storey single-detached house
2-storey single-detached house
Remaining units /1
16
17
3
Remaining Project Value /1 (Bt.mn)
142
124
17
Product Type
Remark: /1 As at December 31, 2015
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Nirvana Cover Onnut
Nirvana Cluster Ramkhamhaeng
Nirvana Beyond Rama 9 (Phase 2)
At Work Kaset – Nawamin (Phase 2)
Onnut
Ramkhamhaeng
Rama 9
Kaset – Nawamin
Townhome
3-storey and 2-storey townhome
3-storey single-detached house
Home office
66
16
-0-
-0-
191
84
-0(Sold out in 2015)
-0(Sold out in 2015)
050 - 051
Our Projects
Commercial Properties At the year-end, Singha Estate had two commercial properties under its fold: The Lighthouse and Suntowers Office Complex.
The Lighthouse A small-scale retail commercial area developed and launched before the business integration, The Lighthouse forms part of The Lighthouse Condominium Project—a residential project developed and whose ownership was transferred while under Rasa Property Development Public Company Limited. At the year-end, it was under renovation and refurbishment, which embraced shop reconfiguration to raise its competitiveness, due for completion in the middle of 2016.
Location Charoen Nakhon Road, Khlong Ton Sai, Khlong San, Bangkok
Area 2-3-62 rai
Project detail Rented space for retail stores, mainly for the convenience of those in nearby communities, with parking spaces for more than 100 cars
Project highlights Downtown location, convenient for all modes of travel, on Charoen Nakhon Road, near an expressway, a pier, and the Krung Thonburi BTS (skytrain) station
Total building area About 5,800 Sq.m.
Lettable area About 3,200 Sq.m.
Occupancy rate /1 78%
Tenants Supermarket, food & beverage shops, tutorial schools, clinics, bank branches, SME businesses
Ownership Singha Estate owns the property Remarks: /1 As of December 31, 2015
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Suntowers Office Complex
Project highlights
Suntowers, a quality property in which Singha Estate invested through the entire business transfer in August 2015, lies in a business district in the north of Bangkok, surrounded by leading office buildings, shopping complexes, and educational institutions.
Prime location: Bangkok’s transport hub near an expressway entrance and exit and not far from MRT (subway train) and BTS (skytrain) stations. The amenities include a main conference room for about 150 persons, a fitness gym, and parking spaces complete with security systems and retail commercial areas.
Location Vibhavadi Rangsit Road, Chompon, Chatuchak, Bangkok
Area On 14-1-49.8 rai, consisting of 5-3-19.8 rai of freehold land owned by a subsidiary and 8-2-30 rai of leasehold land
Project detail Major grade-A office buildings (located on the freehold land owned by the subsidiary): Suntowers A (33 storeys), Suntowers B (41 storeys), and occasionalmarket retail areas located on the leasehold land
Total building area About 122,900 Sq.m.
Lettable area About 58,000 Sq.m.
Occupancy rate /1 94%
Tenants Major and medium-size companies, both local and foreign
Ownership Singha Estate owns part of the land and all office buildings through a subsidiary, in which Singha Estate owns 99.99% Remarks: /1 As of December 31, 2015
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Our Projects
Hotel Business At the year-end, Singha Estate had 28 hotels under the wings of itself, subsidiaries, and a joint-venture company, located in Thailand and overseas, namely the Santiburi Beach Resort and Spa (Koh Samui, Surat Thani), Phi Phi Island Village Beach Resort (Koh Phi Phi Don, Krabi), and 26 hotels under the “Mercure” brand in England and Scotland.
Santiburi Beach Resort and Spa
Hotel detail
A five-star hotel with a unique design, well-known to tourists for over 20 years, Santiburi commands high standards of service and top-tier ranking on Koh Samui.
Five-star hotel with a private beach, complete with various amenities—large swimming pool, beach restaurant, spa center, fitness center, water sports center
Location Mae Nam, Koh Samui, Surat Thani
Area 56-3-93 rai
Number of rooms 78 (duplex and private villas)
Occupancy rate /1 58%
Main customer group Family customers, notably Europeans
Ownership Singha Estate holds ownership Remarks: /1 Average occupancy rate in 2015
Annual Report 2015
Phi Phi Island Village Beach Resort A four-star hotel with a private beach, acquired by Singha Estate in November 2014, Phi Phi Island Village Beach Resort had 112 rustic bungalows and five villa clusters located next to nature. For over 20 years, it has been a destination for tourists and divers. This year, the Company added 45 villas, built a second swimming pool, and improved amenities for greater competitiveness and value-added properties. The construction ended in November 2015.
Location Koh Phi Phi Don, Ao Nang, Amphoe Muang, Krabi
Singha Estate Public Company Limited The Future is Now
Hotel detail Four-star hotel on a private beach strip almost 800 metres long
Number of rooms Private villas, (157 bungalows and five villa clusters)
Occupancy rate /1 82%
Target customer group Family customers, notably Asians (Koreans, Chinese, Japanese) and Russians
Ownership Singha Estate holds ownership through a 99.99% owned subsidiary Remarks: /1 Average occupancy rate in 2015
Area 167-1-42 rai
054 - 055
Our Projects
Group of Hotels in the UK In October 2015, Singha Estate invested in a joint-venture company, holdings 50% shares. This company later acquired a hotel business with three and four stars under the Mercure brand, totalling 26 hotels (20 in England and six in Scotland) and 2,883 rooms. The average occupancy rate this year was 69%. Each lies in a high-potential location, including a business hub, domestic tourist attraction, and MICE conference center.
The 26 Mercure-Branded Hotel Portfolio in United Kingdom
01
02
03
04
05
06
Mercure Ayr
Mercure Bolton Georgian House
Mercure Bradford Bankfield
Mercure Brighton Seafront
Mercure Bristol North, The Grange
Mercure Burtonon-Trent, Newton Park
3
3
3
4
4
4
Address (City, Country)
Ayr, Scotland
Bolton, England
Bingley, England
Brighton, England
Bristol, England
Staffordshire, England
Ownership
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
118
91
103
116
68
50
Hotels
Rating
/1
Number of Keys
/1
Remark: /1 As at December 31, 2015
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
07
08
09
10
11
12
13
Mercure Chester East
Mercure Edinburgh City - Princess Street
Mercure Glasgow City
Mercure Gloucester, Bowden Hall
Mercure Hull Grange Park
Mercure Inverness
Mercure Kidderminster
4
3
3
4
4
3
4
Chester, England
Edinburgh, Scotland
Glasgow, Scotland
Gloucester, England
Hull, England
Inverness, Scotland
Kidderminster, England
Freehold
Leasehold (ended 2038)
Leasehold (ended 2036)
Freehold
Freehold
Freehold
Freehold
126
169
91
72
100
118
44
056 - 057
Our Projects
14
15
16
17
18
19
Mercure Leeds Parkway
Mercure Leicester The Grand
Mercure Livingston
Mercure London Watford
Mercure Maidstone Great Danes
Mercure Manchester Piccadilly
3
4
3
4
4
4
Address (City, Country)
Leeds, England
Leicester, England
Livingston, Scotland
Watford, England
Maidstone, England
Manchester, England
Ownership
Freehold
Freehold
Leasehold (ended 2033)
Freehold
Freehold
Leasehold (ended 2060)
118
104
120
218
126
280
Hotels
Rating
/1
Number of Keys
/1
Remark: /1 As at December 31, 2015
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
20
21
22
23
24
25
26
Mercure Newbury Elcot Park
Mercure Norwich
Mercure Perth
Mercure Swansea
Mercure Tunbridge Wells
Mercure Wetherby
Mercure York, Fairfield Manor
4
4
3
3
4
3
4
Newbury, England
Norwich, England
Perth, Scotland
Swansea, England
Tunbridge Wells, England
Wetherby, England
Skelton, England
Freehold
Freehold
Leasehold (ended 2033)
Leasehold (ended 2109)
Freehold
Freehold
Freehold
73
107
76
119
84
103
89
058 - 059
Future Projects
FUTURE PROJECTS Apart from the investment/joint investment and merger and acquisition in high-potential growth assets, land acquisition and project development with quality under concept of “Best in Class” also are our key strategy to grow and expand our business as we target, and to achieve our vision “Become a premier lifestyle developer by crafting quality settings for people to live, play, work, and shop”. As of December 31, 2015, the Company has projects under development and land banks under study as follows:
Residential Property Business The Company has projects under development and land held for residential project development as follows;
1 The Esse Asoke Condominium Location: 333 Sukhumvit 21, Khlong Toei, Wattana, Bangkok The project is located on 2-2-74 rai freehold land.
Project detail: A 55-floor luxury condominium, consisting of 419 units for sales and with various room types as follows, • 1 Bedroom (Room size: 37.00 – 53.00 square metres) • 2 Bedroom (Room size: 75.50 – 84.00 square metres) • P enthouse (Room size: 104.50 – 195.50 square metres) Facilities include sky panoramic pool, fitness, golf simulator, library, meeting rooms, and supercar and superbike parking space.
Potential: This project is located on Asoke Montri road, where is a high-potential business area, surrounded by shopping centers, leading schools and universities, hospitals, hotels, and major office buildings. The location is conveniently accessed by Srirat Expressway and mass transit systems, including MRT Petchburi and Sukhumvit stations, BTS Asoke station, and Airport Rail Link Makkasan station.
Project value: Approximately 4,500 million baht
Progress: Construction: Progressing as planned and budgeted Pre-sale: 58% (as of December 31, 3015)
Opening schedule: The project is expected to complete in December 2018
Investment: Approximately 2,300 million baht (excluding land cost)
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
060 - 061
Future Projects
2 L anded Residential Project on Pradit Manutham Road Location: Pradit Manutham Road, Khlongkum, Bungkum, Bangkok The project is located on an approximately 45-rai freehold land.
Potential: The land is located in a well-developed mid to high-end residential area, surrounded by leading shopping malls and facilities. It is also easily accessed by Ram Intra - At Narong Expressway. The land will be developed into a super luxury landed residential project, custom-built format, with prominent design, high quality materials, and world-class services for residents.
Progress: The project is under detailed study and design development and expected to complete in 2016
3 Condominium Project on Rattanathibeth Road Location: Rattanathibeth Road, Bangkrasor, Amphoe Muang, Nonthaburi The project is located on a 7-3-50 rai freehold land.
4C ondominium Project in Bangrak Yai Location: Rattanathibeth Road, Bangrak Yai, Bang Bua Thong, Nonthaburi The project is located on a 4-1-94-rai freehold land.
Potential: The project is located in a high growth potential area on Rattanathibeth road, near the MRT (Purple Line) Yak Nonthaburi 1 Station and a large-scale shopping mall.
Progress: The project is under study and design development and expected to launch in 2017
Potential: The project is located in a high growth potential area on a 10-lane Rattanathibeth Road (Highway 302), near the MRT (Purple Line) Bangrak Yai station.
Progress: The project is under study and design development and expected to launch in 2018
Annual Report 2015
Commercial Property Business Singha Complex Project Location: At the corner of Asoke Montri–Phetchaburi Intersection, Bangkapi, Huaykwang, Bangkok The project is located on a 9-0-23 rai freehold land.
Project detail: A 38-floor grade A mixed-use commercial complex with 111,900-square metre gross floor area, consists of • 28-floor office space (net leasable area of approximately 50,600 square metres) • 5-floor retail space (net leasable area of approximately 6,000 square metres) • 11-floor parking space (approximately 1,000 cars)
Potential: This project is located in a high-potential commercial area at the corner of the Asoke Montri–Phetchaburi Intersection (previously Japanese Embassy), near business district area and surrounded by high-end residential area, shopping centers, leading schools and universities, hospitals, and hotels. The location is conveniently accessed by Srirat Expressway and mass transit systems, including MRT Petchburi and Sukhumvit
Singha Estate Public Company Limited The Future is Now
stations, BTS Asoke station, and Airport Rail Link Makkasan station.
Anchor: Boon Rawd Brewery Co., Ltd. and its subsidiaries
Target customers (Tenants): Office space: Local and international leading companies, seeking space for head office or branch in Bangkok Retail space: Food and beverage shops, banks, and service providers and operators – mobile phone, portable devices, gadgets, and internet
Progress: Construction progress is as planned and budgeted
Completion: The project is expected to complete and ready for commercial operation in 1Q18
Investment: Approximately 4,255 million baht (excluding land cost)
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Future Projects
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Singha Estate Public Company Limited The Future is Now
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Future Projects
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
066 - 067
Corporate Strategy and Business Policy
CORPORATE STRATEGY AND BUSINESS POLICY
Growth through merger and acquisition (M&A) of a variety of properties
Branding and social responsibility
Capacity-building in project development and innovation
Human capital management and organizational development
Organization infrastructural development
Singha Estate’s vision is to Become a Premier Lifestyle Developer by Crafting Quality Settings for People to Live, Play, Work, and Shop. To achieve this, it has defined the following corporate strategies and business policy: 1. Growth through merger and acquisition (M&A), investment and joint investment, greenfield development, and property management of a variety of properties 2. Branding and social responsibility 3. Capacity-building in project development and innovation 4. Human capital management and organizational development 5. Organization infrastructural development.
Growth through merger and acquisition (M&A), investment and joint investment, greenfield development, and property management of a variety of properties Singha Estate is committed to becoming a premier property developer. For speedy growth, it has defined a growth strategy through exceptional M&A and investment called “Smart M&A”, marked by clear policy scopes with a focus on properties with real potential, recurring income, stable growth, and joint investment with capable partners, as well as the acquisition of experienced management teams. Once such assets have achieved stable growth, Singha Estate will incorporate parts of them into Real Estate Investment Trust (REIT), which the Company would still partially own so as to bolster confidence. The cash flow from selling assets
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
to the REIT would then be invested in other projects with potential to boost Singha Estate’s constant growth.
can truly satisfy the lifestyles of all and make them truly contented.
As for residential projects, the Company focuses on developing both vertical and horizontal projects. For condominiums, it will focus on project development for middle-tier to upper-tier customers by acquiring land in high-potential locations, including the central district, with large-scale public transport access. Development will focus on designs that are attractive, sophisticated, modern, and catering to customers’ needs, based on surveys of customers’ and markets’ needs so as to develop projects of high caliber that cater to customers’ needs and are truly competitive. Singha Estate is also committed to upgrading its projects for superiority to their peers through careful selection of avant garde design companies for greater differentiation for the projects, construction contractors with experience and high standards specified by Singha Estate, choice of sophisticated materials, and addition of project’s common-area utilities that are superior to competitors.
Concerning asset management, Singha Estate invests in and manages office buildings, retail areas, and hotels, all of which provide recurring income and generate sustainable growth. It focuses on upgrading assets through renovation and refurbishment, value enhancement, careful selection of customers/tenants with high capability, service excellence, and efficient management by experienced teams. In addition, Singha Estate focuses on improvement of common areas to ease tenants’ access, selects new tenants with long-term potential, looks after service quality in all parts to ensure standard quality, decorates such assets for attractiveness, and stages regular marketing activities.
Concerning horizontal projects, Singha Estate operates through both Nirvana Development and its own quality development team. These projects focus on middle-tier to upper-tier customers; on establishing differentiation and superior standards to peer projects; and on developing projects in high-potential locations in line with urban planning and the future birth of new business districts. As for design work, it values project master plans and landscapes that are truly attractive; common-area utilities that are superior to standards; and attractive, unique buildings that cater to customers’ needs, based on surveys of customers’ needs in residence purchases, which form the basis for our continual home design. Furthermore, innovations for habitats are applied so that Singha Estate’s residences
For the hotel business, the Company stresses sophistication, beauty, room increase, and attraction of hotel guests with high purchasing power, such as Asian customers, and focuses on online marketing, which traditionally has higher average room rates. All these strategies contribute to revenue growth for the hotel business (through higher number of rooms, occupancy rates, and rising room rates). Finally, for the service aspect, Singha Estate focuses on establishing standards comparable with leading global hotel chains, and on personnel development for greater skills, expertise, and competency to accommodate future growth.
Branding and social responsibility The Company stresses branding from the inside out through personnel development and cultivation of corporate values, which will ripple to all staff and their
068 - 069
Corporate Strategy and Business Policy
performance—whether in service quality, attention to quality and other details. Eventually, branding success is reverberated to project development that are delicate, attractive, and responsive to all lifestyles. These details are communicated to customers, business partners, and related parties in parallel with the crafting and delivery of good experiences through efforts to improve relations and sustainable partnership with customers and business partners. As far as social responsibility goes, Singha Estate recognizes the value of long-term social and community stewardship, implying that social responsibility is perennial factor in the Company’s decision-making and business conduct—whether one talks about construction, traffic, landscape, or safety—with due regard for impacts on the sites and neighboring communities. Valuation of such matters is also transferred to contractors and related business partners, so it is imperative that they conform to Singha Estate’s standards. Concerning the hotel business, the Company’s policy is to look after neighboring communities, whether in sanitation, surrounding landscape, waste management, and wastewater treatment. Finally, Singha Estate also initiated a project to conserve and rehabilitate marine resources, e.g. the beach and coral reefs, to keep tourist attractions beautiful and sustainable.
Capacity-building in project development and innovation Singha Estate develops projects by using experienced management teams both in project management and in construction techniques to meet the challenges of residential project development (vertical and horizontal), office buildings and retail areas, hotels and resorts in the heart of town or major tourist attractions. This explains why it constantly focuses on personnel
Annual Report 2015
development in technical, work process, and management aspects. It also focuses on knowledge transfer to contractors and related business partners so as to ensure that they can indeed deliver quality work in line with the Company’s standards and its promise given to customers. Work safety management is also of prime importance, as are attention and responsibility for communities around construction sites and avoidance of negative impacts on relevant parties and surrounding areas. In addition, Singha Estate focuses on introducing innovations to project development to lend greater efficiency to construction management, together with innovations leading to differentiation for projects catering to customers’ diverse lifestyles, including home automation as well as new materials and functions. Ultimately, every project under the auspices of Singha Estate must be truly brimming in quality and address customers’ lifestyles in living, playing, working, and shopping.
Human capital management and organizational development The Company values its personnel and pays due attention to recruitment, development, inspiration for work, and cultivation of corporate values and brand among all employees to ensure that they are knowledgeable and competent, in line with the corporate strategies and poised to support future growth of Singha Estate. Recruitment focuses on identifying top talents with experience, competency, attitudes, and values compatible with corporate values. P ersonnel development focus is on all levels, both management and operational. As for those in the management ranks, Singha Estate focuses on skill-enhancing to groom them for the Company’s growth, whereas for
Singha Estate Public Company Limited The Future is Now
operating personnel, the focus is on improvement of critical skills to elevate work standards. Finally, all personnel undergo nurturing of corporate values and corporate brands, led and exemplified by senior management. Concerning the bolstering of inspiration and employee engagement, Singha Estate focuses on upgrading employee welfare to comparable standards with those of leading corporations. Finally, activities are staged and internal communication through various channels is carried out so that, by the next two years, Singha Estate will have become a happy workplace and an employer of choice.
Organization infrastructural development The Company strives for long-term corporate preparedness through the establishment of business systems and work processes, as well as the implementation of an IT system to support efficient business. The business systems valued by Singha Estate and being developed to conform to standards consist of accounting, performance reporting, financial operation, supervisory, and internal control systems. As for work processes, our focuses are on collaborative processes between business and support functions so as to forge work processes that truly complement each other, whether processes dealing with investment, M&A, development and improvement of properties, or asset management. This year, Singha Estate has implemented the corporation major IT systems such as ERP system and programs for residential business. Finally, soon to be developed is a modern information system for personnel administration.
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Capital Structure
CAPITAL STRUCTURE
As of December 31, 2015, Singha Estate Public Company Limited was under the following capital structure:
1. Capital structure Common shares Registered capital Baht Paid-up capital Baht Number of common shares Par value Baht Share price Baht
Policy on financial status maintenance 1. Total loans to total equity
7,348,290,786 5,715,337,268 5,715,337,268 1.00 per share 6.00
Ratio maintenance
Data as of December 31, 2015
Up to 1.2 times
0.92 times
2. Shareholders The Company has the following share distribution on January 13, 2016, the XO (registration roster closing date):
Shareholder
Number of shares
% shares
Paid-up registered capital
5,715,337,268
100.00
Thai shareholders • Juristic persons • Ordinary persons Total
2,074,716,162 2,278,683,402 4,353,399,564
36.30 39.87 76.17
Non-Thai shareholders • Juristic persons • Ordinary persons Total
1,361,884,668 53,036 1,361,937,704
23.83 0.00 23.83
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
The top 10 shareholders on the XO date (January 13, 2016) were as follows:
Number of shares
% of paid-up shares
Singha Property Management Co., Ltd., Group
2,662,224,966
46.58
Singha Property Management Co., Ltd.
1,990,848,570
34.833
Singha Property Management (Singapore) Pte. Ltd.
546,570,734
9.563
Singha Property Management (Singapore) Pte. Ltd.
124,805,662
2.184
Mr. Santi Bhirombhakdi’s Group
1,879,710,799
32.892
Mr. Santi Bhirombhakdi
1,590,104,278
27.822
Morgan Stanley & Co. International Plc /1
289,606,521
5.07
3.
UOB Kay Hian (Hong Kong) Limited – Client Account
195,002,800
3.412
4.
UOB Kay Hian Private Limited
97,092,658
1.699
5.
Ms. Wanpen Chamonwong
50,135,114
0.877
6.
Thai NVDR Co., Ltd.
44,349,095
0.776
7.
Mr. Khemachai Rasanond
42,070,859
0.736
8.
Ms. Atcharaporn Siripraiwan
37,275,000
0.652
9.
Mr. Pichai Wichakphand
23,550,000
0.412
Rasa Tower Co., Ltd.
22,728,366
0.398
5,054,139,657
88.434
No. 1.
2.
10.
Name
Total
Remark : /1 Shareholding of Mr. Santi Bhirombhakdi Group through account with Morgan Stanley & Co. International PLC.
072 - 073
Capital Structure
Major shareholder group that exert de facto significant influence on company policies or business
policies or business because of their two directors on the nine-man board.
The Singha Property Management Co., Ltd., Group (wholly owned by Boon Rawd Brewery Co., Ltd.) holds totaling 79.472% of total shares in the Company, thus exerting de facto significance influence company
Restrictions on foreign nationals’ portfolio The company’s foreign limit is 39% of the paid-up capital. On January 13, 2016, foreigners’ shares accounted for 23.83%.
Below are the details about Singha Estate’s shares held by the directors and the management as of December 31, 2015, including those held by spouses and children not yet of legal age.
Name-Surname
Position
Number of shares (shares) Dec 31, 2014
Dec 31, 2015
No. of Shares Addition (Reduction) During the Year /1
400,000
552,533
152,533
1. Mr. Chutinan Bhirombhakdi
Chairman
2. Mr. Karoon Nuntileepong
Independent director
-
-
-
3. Mr. Thana Thienachariya
Independent director
-
-
-
4. Asst. Prof. Thanavath Phonvichai, Ph.D.
Independent director
-
-
-
5. Mr. Chayanin Debhakam, D.B.A.
Director
-
-
-
6. Mr. Naris Cheyklin
Director / Chief Executive Officer
-
1,000,000
1,000,000
7. Mr. Longlom Bunnag
Director / Chief Investment Officer
-
-
-
Annual Report 2015
Name-Surname
Singha Estate Public Company Limited The Future is Now
Number of shares (shares)
Position
Dec 31, 2014
Dec 31, 2015
No. of Shares Addition (Reduction) During the Year /1
8. Mr. Nattavuth Mathayomchan
Director / Chief Residential Development Officer
-
-
-
9. Dr. Satit Rungkasiri /2
Independent director
-
-
-
10. Mr. Terachart Numanit
Chief Design & Construction Officer
2,293,600
2,681,010
387,410
11. Mr. Methee Vinichbutr
Chief Financial Officer
50,000
163,635
113,635
Remark: /1 The increasing number of shares partially derived from the Rights Offering for the capital increase. /2 Dr. Satit Rungkasiri resigned from the positions of independent director, Chairman of the Audit Committee, and Chairman of the Risk Management Committee, effective from 21 January 2016.
3. Dividend policy Singha Estate’s policy is to pay dividends at no less than 40% of the net profits after deducting juristic-person income tax, legal reserves, and other provisions. Dividends are subject to change with performance
outcomes, business expansion plans, liquidity, necessity, and other suitable future factors. The Board is authorized to decide on this matter in the best interests of the shareholders.
074 - 075
Organization Chart
ORGANIZATION CHART
Risk Management Committee
Audit Committee
Internal Audit S Hotel Management Co., Ltd. (Hotel Business) Nirvana Development Co., Ltd (Landed Property Development)
Business Development and Investment
Business Development and Investment
Design and Construction
Residential Property Development
Finance and Accounting
Commercial & Retail
Business Development
Corporate Finance
Product Development
Condominium Project
Project Finance
Design
Landed Property Project
Operation Finance
Construction Management
Design
Accounting
Cost and Budget
Marketing
Investor Relations & Company Secretary
Support
Government & Public Administration
Information Technology
Service & Juristic Person
Legal
Risk Management
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Board of Directors คณะกรรมการบริ ห าร Nomination and Remuneration Committee
Executive Committee
Chief Executive Officer
CEO Office
Human Capital
Human Capital Management Human Capital and Organization Development Procurement & Administration
Corporate Marketing & Branding
Corporate Strategy
Land Acquisition
076 - 077
Management Structure
MANAGEMENT STRUCTURE Singha Estate’s management structure consists of 1. The Board of Directors 2. The Audit Committee 3. The Risk Management Committee 4. The Nomination and Remuneration Committee 5. The Executive Committee 6. The Management
01
Board of Directors
The Board is made up of directors whose expertise and experience cover various fields with qualifications
completely meeting Article 68 of the Public Limited Companies Act and the announcement of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) No. Thaw Jaw 28/2551, entitled “Filing for and Approval of Sales Offer of Newly Issued Common Shares”, dated December 15, 2008. Today the Board consists of nine directors: -- Six non-management directors, four of whom are independent directors, representing more than 0ne-third of the members -- Three management directors
Below is the list of directors as of February 11, 2016: Name
Position
Appointment date
1.
Mr. Chutinant Bhirombhakdi /1
Chairman of the Board
2.
Ms. Napaporn Landy /2
Independent director Chairman of the Audit Committee Chairman of the Risk Management Committee
3.
Mr. Karoon Nuntileepong
Independent director Member of the Audit Committee Member of the Nomination and Remuneration Committee
November 12, 2014 ” May 15, 2015
4.
Mr. Thana Thienachariya
Independent director Member of the Audit Committee
February 27, 2015 ”
5.
Asst. Prof. Thanavath Phonvichai, Ph.D.
Independent director Member of the Nomination and Remuneration Committee
April 22, 2015 May 15, 2015
September 12, 2014 February 11, 2016 ” ”
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Name
Position
Appointment date
6.
Mr. Chayanin Debhakam, D.B.A. /1
Director Chairman of the Executive Committee Chairman of the Nomination and Remuneration Committee
September 12, 2014 ” May 15, 2015
7.
Mr. Naris Cheyklin
Director Member of the Executive Committee Member of the Risk Management Committee
September 12, 2014 ” March 11, 2015
8.
Mr. Longlom Bunnag
Director Member of the Executive Committee
September 12, 2014 ”
9.
Mr. Nattavuth Mathayomchan
Director Member of the Executive Committee Member of the Risk Management Committee
September 12, 2014 ” March 11, 2015
Note: /1 Representative of major shareholder. /2 Appointed as an independent director, Chairman of the Audit Committee and Chairman of the Risk Management Committee by the resolution of the Board of Directors’ meeting No. 1/2016 on February 11, 2016, to replace Dr. Satit Rungkasiri who resigned on January 21, 2016.
Composition of the Board Singha Estate’s regulations required that the Board should be made up of at least five directors. The Board will elect among themselves one Chairman, and may elect one Vice Chairman and other positions as seen appropriate. At least half of all directors must reside in Thailand. Directors may or may not hold the company’s shares.
Qualifications of directors and independent directors Qualifications of directors 1. Be properly qualified and without forbidden qualities under Public Limited Companies Act B.E. 2535 2. Be up to 70 years of age 3. Be knowledgeable, competent, diverse in skills, and experienced in the type of work that benefits the Company regardless of gender, nationality, religious belief, age, or specific competence
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Management Structure
4. C a n e x e r t l e a d e r s h i p a n d c o n t ro l t h e management’s execution efficiently and effectively 5. Serve as a director in no more than five SETlisted companies (including the appointment as the Company’s director).
Qualifications of independent directors Apart from above qualifications of directors, the Company’s independent directors must possess following qualifications as required by the Capital Market Supervisory Board: 1. Hold up to 0.5% of the voting shares of the Company, holding company, subsidiaries, associates, major shareholders, or its controllers. For this purpose, the shares held by related persons of individual independent directors are to be included 2. A re not or have not been involved in the management, wage earners, employees, advisers on regular payroll, or controllers of the Company, holding company, subsidiaries, associates, sister companies, major shareholders, or the mother company unless the foregoing status has ended for not less than two years 3. Are not persons of blood relationship or legal registration as father, mother, spouse, sibling, or children, including the spouses of the children and of other directors, executives, major shareholders, controllers, or those nominated as directors, executives, or controllers of the Company or its subsidiaries 4. Do not have or have not had business relationship with the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controller that could obstruct their independent exercise of discretion; are not or have not been significant shareholders, or controllers of those
with business relationship with the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controller unless the foregoing status has ended for not less than two years Under the previous paragraph, business relationships include trade transactions routinely engaged for renting of real estates, asset-related or service-related transactions, or financial assistance provided or received involving loans or collateral, provision of assets as loan collateral or the likes—all of which result in the Company or its contract counterpart owing from 3% of its net tangible assets or Baht 20 million upward (whichever is lower). The calculation of such debts is to follow the method of calculating the value of relatedparty transactions under the announcement of the Capital Market Supervisory Board on the criteria for engagement in related transactions mutatis mutandis. However, in the consideration of such debts, they are to incorporate debts incurred during the year before the business relationship date with the same person 5. Are not or have not been the auditor of the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controller; and are not significant shareholders, controllers, or partners of the auditing office that the auditor of the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controllers are attached to unless the foregoing status has ended for not less than two years
Annual Report 2015
6. Are not or have not been professional advisers, whether legal or financial, with a consulting fee of more than Baht 2 million a year from the Company, holding company, subsidiaries, associates, major shareholders, the Company’s controllers; and are not significant shareholders, controllers, or partners of such professional advisers unless the foregoing status has ended for not less than two years 7. Are not directors appointed as the representatives of other directors of the Company, major shareholders, or shareholders related to the Company’s major shareholders 8. A re not engaged in similar businesses and significantly competitive businesses with those of the Company, its subsidiaries; are not significant partners in partnerships, m a n a g e m e n t d i re c t o r s , wa g e e a r n e r s , employees, advisers on regular payroll, or those holding more than 1% of the total voting rights in other companies engaged in similar businesses and significantly competitive businesses with those of the Company or its subsidiaries 9. D o not have any characteristics that hinder expression of views freely on the Company’s business.
Authorized company signatories General cases The Company’s seal affixed with the signatures of two of these three directors, namely Mr. Chutinant Bhirombhakdi, Mr. Chayanin Debhakam, and Mr. Naris Cheyklin, is considered valid.
Specific cases In the following cases, the Company’s seal affixed with the signatures of one of these three directors, namely
Singha Estate Public Company Limited The Future is Now
Mr. Chutinant Bhirombhakdi, Mr. Chayanin Debhakam, or Mr. Naris Cheyklin, is considered valid: 1. Application for building all types of buildings and structures 2. Application for property allocation 3. Application for land trading 4. Application for merging and splitting land title deeds 5. Application for splitting ownership 6. Application for house numbers 7. Application for the use and transfer of electricity and tap-water permits 8. Rental of phone numbers’ rights 9. S ubmission of general petitions concerning telephones 10. Application for linking paths and drains 11. Application for curb stone cutting 12. Verification and confirmation of land rights 13. Application for condominium registration 14. A pplication for condominium juristic person registration 15. Application for building use 16. Consent for business operation on premises 17. P rovision of testimony, filing and receiving documents related to Customs Department 18. Complaint-lodging to police or investigating officers, complaint-withdrawing, compromising and provision of testimony, submission and retrieval of case documents 19. Application for selling, cooking, mixing, and storing food or ice on private premises 20. Application for using premises for objectionable or hazardous businesses 21. Application for selling whiskey, cigarettes, and playing cards 22. Application for a license for Exchange Control Act B.E. 2485 (1942) businesses.
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Management Structure
Scope of duties and responsibilities of the Board Singha Estate’s charter has defined the Board’s scope of duties and responsibilities as follows: 1. P erform duties within the scope of the law, objectives, and company regulations, together with Board and shareholders’ resolutions with duty of loyalty, duty of care, accountability, and ethics with due regard for the equitable interests of all shareholders 2. Define the Company’s vision, strategies, annual plans, and budgets. Performance in various aspects are to be constantly monitored to ensure goal achievement and timely handling of obstacles 3. Define or change the names of directors who are the Company’s binding signatories under the law and company regulations 4. Approve key items under the Board’s scope of duties and responsibilities, under the law and company regulations, and approve investment budgets over 1 billion baht 5. Appoint committees and their chairmen and the Chairman of the Executive Committee to support its performance as necessary and as seen appropriate, with regular monitoring of such committees and the Executive Committee 6. Appoint a qualified person as the CEO in case the position is vacated 7. Independent directors should exercise their discretion freely in defining strategies, execution, resource consumption, director appointment, and setting of business standards. They must be ready to object to actions by the management or other directors if they disagree with matters affecting the equitability of all shareholders
8. A rrange for information disclosure to the shareholders and all stakeholders in an accurate, complete, open, credible, timely, and equitable way 9. E stablish a credible accounting, financial reporting, and audit system, and ensure processes of assessing the suitability of internal control and internal audit for efficiency and effectiveness, financial reporting, and monitoring 10. Establish a suitable, effective risk management process to assess, monitor, and manage their key aspects 11. Appoint a company secretary to take care of assorted Board activities and ensure compliance with the law and related requirements on the part of the Board and the Company 12. Establish a code of conduct for the directors, executives, and employees to guide the Company’s business conduct 13. E nsure execution under good corporate governance (CG) and advocate communication across the board for serious compliance 14. E nsure clear and transparent processes for connected transactions 15. Ensure a clear process for reporting to the Board by the Audit Committee. Once the Board encounters or becomes suspicious of certain actions that could significantly affect the Company’s financial position and performance, it must take corrective actions within the time as seen suitable by the Audit Committee 16. Establish succession planning for the Company’s senior executives 17. Establish regular reviews and improvement of major policies and plans so that they are up-todate and suitable for business circumstances 18. Establish reviews and amendment of the Board’s charter to fit circumstances
Annual Report 2015
19. Seek professional advice on business execution by hiring third-party consultant(s) at Singha Estate’s expenses 20. Perform other shareholder-assigned tasks related to the Company’s business 21. Independent directors may be asked by the Board to decide business matters for the Company, holding company, subsidiaries, associates, sister companies, major shareholders, or the Company’s controller through a collective decision. For potential connected transactions with those of potential conflicts, vested interests, or future conflicts of interest, the Company must follow the announcements, regulations, laws, or rules related to SEC or SET, or both. Further, parties with vested interests or potential conflicts of interest must not take part in any deliberation for the approval of such items, which is in line with the announcement of SEC.
Reserved Key Matters for the Board’s Approval Although the Board of Directors has delegated specific powers to Sub-Committees, the Chief Executive Officer and executives, the Board of Directors has reserved its authorization over certain matters so as to protect the highest interests of the Company and its shareholders, including: -- Corporate strategy, business plan and budget -- Capital expenditure and expense which exceeds the approved authority of the Executive Committee -- Strategic investments in new business and divestments -- Significant policies -- Material contracts
Singha Estate Public Company Limited The Future is Now
-- Material litigation -- Dividend policy
The Segregation of Duty of the Board of Directors and Management Since the Board represents shareholders as a whole, as opposed to certain groups, it plays a crucial role in defining business directions, policies, and strategies for maximum returns on investment and benefits for the shareholders. The Board is also responsible for supervising and monitoring the management’s performance to ensure that the policies and strategies are complied with and that the management complies with laws, objectives, company regulations, and shareholders’ resolutions. On the other hand, the management is responsible for managing routine business for success in line with the Board’s business directions, policies, and strategies, as well as managing day-to-day matters and company businesses.
The Segregation of Duty of Chairman of the Board and Chief Executive Officer Under the Board Charter, the Board Chairman cannot be the same person as the CEO in order to clearly separate their roles and balance their authorities. The roles and duties of the Board Chairman are as follows: 1. The Chairman or his delegate is responsible for calling Board meetings by issuing meeting notices no less than seven days before each meeting so that the directors may have enough time to study, deliberate, and make proper decisions at each meeting. 2. Jointly with the CEO, set meeting agenda
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Management Structure
3. Efficiently control meetings, allocating enough time for the management to present supporting data, giving the directors opportunities to ask questions and express free views, controlling discussions, and summarizing resolutions 4. Play a key role in promoting directors’ conformance to good governance, for instance, abstaining from voting and leaving the meeting when reviewing any agenda item with personal conflicts of interest 5. Inform the Board about crucial information and data 6. E n c o u rage t he dire c t or s t o at t e n d the shareholders’ meetings and serve as the meeting chairman to efficiently control Board proceeding and answer shareholders’ questions 7. Encourage the Board to perform as called for by the lawful authority of the Board and in line with good governance.
The Charter of the Executive Committee requires the CEO to perform normal business duties for the Company by administering tasks strictly and honestly and with integrity under the Board’s approved plans and budgets for the best interests of the Company and its shareholders. The CEO will not engage in vested interests or conflicts of interest with the Company and its subsidiaries. Below are the CEO’s duties and responsibilities: 1. D evelop and propose business plans and strategies for the Board’s approval 2. O btain information about the Company’s activities for the Board together with other information needed by the Board 3. Administer the Company’s tasks under Boardapproved business plans and strategies 4. Structure and administer the Company under Board guidance
5. A dminister human resources, financial and money management matters; engage in financial transactions with financial institutions for the opening of accounts, loans, pawning, mortgages, guaranteeing, and other matters; administer miscellaneous tasks, including sales and purchases and registration of land ownership deeds; implement Board-approved projects; and perform other tasks in the Company’s interests in line with the Board-approved scope of authority 6. Recruit senior executives by selecting people with suitable qualifications for each position and responsibility with due regard for competency and experience that benefit company business. A list of these nominees is to be tabled for the Executive Committee’s appointment. 7. Finetune the corporate culture in support of the corporate vision, missions, and strategies 8. Perform other Board-assigned tasks 9. Delegate or assign work to others, or both, to act on his/her behalf, provided that such action follows the scope, regulations, or directives of the Board or the Company’s defined practices, or both 10. Regularly prepare and present the Company’s key performance reports to the Board and prepare other reports needed by the Board 11. Represent Singha Estate in interfacing with external parties 12. T he CEO may serve as a director in other companies, but this must not hamper his own performance as CEO. Also, such companies must not be in the same business or compete with Singha Estate. Before accepting directorship in another company, he must secure a prior approval of the Board.
Annual Report 2015
02
The Audit Committee
Singha Estate Public Company Limited The Future is Now
As of February 11, 2016, the Audit Committee consisted of three independent directors: 1. Ms. Napaporn Landy /1 Chairman 2. Mr. Karoon Nuntileepong Member 3. Mr. Thana Thienachariya Member
Whereby, Ms. Napaporn Landy has adequate expertise and experience in accounting and finance to review creditability of financial reports.
An internal auditor from P&L Internal Audit Co., Ltd. served as secretary of the Audit Committee in 2015. Note: /1 Appointed as an independent director, Chairman of the Audit Committee and Chairman of the Risk Management Committee by the resolution of the Board of Directors’ meeting No. 1/2016 on February 11, 2016, to replace Dr. Satit Rungkasiri who resigned on January 21, 2016.
Scope of duties and responsibilities of the Audit Committee
1. E nsure an accurate and adequate financial reporting system under the accounting standard required by law 2. Review the Company’s suitable, effective internal control and internal audit system and examine the freedom of Internal Audit. Endorse the appointment, transfer, and dismissal of the chief of Internal Audit or other units responsible for internal audit, or endorse the hiring of a third-party internal auditor 3. Review the Company’s compliance with securities and exchange laws, SET’s requirements, and applicable laws related to the Company’s businesses
4. R eview, shortlist, nominate and terminate independent parties for the Company’s external auditor and propose an audit fee. Also, join the meeting with the external auditor in the absence of the management at least once a year 5. E xamine related transactions or those with potential conflicts of interest to ensure compliance with the law and SET’s requirements to be confident that such transactions are sensible and in the Company’s best interests 6. Develop a report of the Audit Committee for the Company’s annual report, to be signed by its Chairman. This report must contain at least the following data: 6.1 Opinion about the accuracy, completeness, and credibility of the financial reports 6.2 Opinion about the adequacy of the internal control system 6.3 O pinion about the compliance with securities and exchange laws, SET’s requirements, or applicable laws related to the Company’s businesses 6.4 O pinion about the external auditor ’s suitability 6.5 Opinion about items of potential conflicts of interest 6.6 The number of committee meetings and meeting attendances of individual members 6.7 Its overall opinion or observation as a result of compliance with its charter 6.8 Other matters that the shareholders and investors at large should be aware of under the Board-assigned scope of duties and responsibilities 7. P erform other Board-assigned tasks with the concurrence of the Audit Committee.
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03
Management Structure
The Risk Management Committee
As of February 11, 2016, the Risk Management Committee consisted of three members as follows: 1. Ms. Napaporn Landy /1 Chairman 2. Mr. Naris Cheyklin Member 3. Mr. Nattavuth Mathayomchan Member
Mr. Methee Vinichbutr, the Chief Financial Officer, served as secretary of the Risk Management Committee. Note: /1 Appointed as an independent director, Chairman of the Audit Committee and Chairman of the Risk Management Committee by the resolution of the Board of Directors’ meeting No. 1/2016 on February 11, 2016, to replace Dr. Satit Rungkasiri who resigned on January 21, 2016.
Scope of duties and responsibilities of the Risk Management Committee
1. Define a risk management framework consisting of a risk management policy, structure, and process, and at least once a year review and revise such framework to ensure that it is efficient, on a par with international standards, and conforms to the Company’s strategic directions and business plans before tabling a summary for the acknowledgment of the Board 2. A pprove the Company’s risk appetite before tabling it for the Board’s acknowledgment 3. S upervise, monitor, and review key-risk management reports and provide recommendations on the findings of risk assessment, risk management measures, and management plans for the Company’s residual risks to ensure that efficient risk management is in place, fitting Singha Estate’s business and able to deal with assorted risks to manageable levels in line with the risk management policy
4. Define and revise the committee’s charter in line with the risk management policy for effectiveness and adequacy, matching prevailing circumstances 5. Provide support to continually and efficiently develop risk management and related tools across the Company. Constantly and regularly support amendment and development of corporate risk management 6. Report key-risk management outcomes to the Board in case of events that could significantly affect the Company 7. Take responsibility for other Board-assigned matters concerning risk management 8. In performing its duties, the committee may seek comments from independent advisers as needed and as seen fit, for which the Company will fund the expenses 9. Regularly communicate and share data and coordinate with the Audit Committee matters concerning risks and internal control.
04
The Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of three members as follows: 1. Mr. Chayanin Debhakam, D.B.A. Chairman 2. Mr. Karoon Nuntileepong Member 3. Asst. Prof. Thanavath Member Phonvichai, Ph.D. Ms. Choenporn Subhadhira, Company Secretary, served as secretary of the Nomination and Remuneration Committee.
Annual Report 2015
Scope of duties and responsibilities of the Nomination and Remuneration Committee
Singha Estate Public Company Limited The Future is Now
Nomination
1. Define the director recruitment and nomination criteria and methodology 2. Review the structures, sizes, and compositions of the Board and the committees to ensure suitability for Singha Estate’s strategies and changing circumstances 3. Define directors’ qualifications with due regard for diversified expertise, proficiency, skills, and experience beneficial to the Company’s business, as well as the ability to devote time to the duties 4. In case a director position is vacated for 4.1 ) Term completion: Recruit and nominate directors and propose them to the Board before seeking approval from the AGM 4.2) O ther reasons: Recruit and nominate directors for the Board’s appointment to fill such position 5. Encourage the Company to give minor shareholders opportunities to nominate directors 6. Select directors that are qualified to become committee members for the Board’s appointment as seen fit or when a position becomes available 7. Regularly revise the succession plan for the CEO together with the list of potential successors and propose appointment to the Board when the position becomes available.
Remuneration Directors’ remuneration
1. A nnually provide views to the Board about the structure and composition of directors’ compensation
2. E ndorse and revise the Board performance assessment forms for tabling to the Board for approval and assessment. The committee will use such assessment findings for their review of directors’ compensation 3. P ropose criteria for compensation fitting directors’ responsibilities, linking compensation to performance outcomes, business plans, and Company overall performance to induce and retain competent, quality, and capable directors. The Board endorses such criteria before tabling them for the AGM’s approval.
CEO’s compensation
1. Consider, approve, and revise the annual CEO performance assessment form 2. C onsider, approve, and revise the structure and composition of the CEO’s compensation annually 3. Carry out the annual performance assessment of the CEO and apply the findings in support of the decision on suitable compensation for CEO.
05
The Executive Committee
The Executive Committee currently consists of eight members as follows: 1. Mr. Chayanin Debhakam, D.B.A. Chairman 2. Mr. Naris Cheyklin Member 3. Mr. Longlom Bunnag Member 4. Mr. Terachart Numanit Member 5. Mr. Nattavuth Mathayomchan Member 6. Mr. Methee Vinichbutr Member 7. Mr. Dirk De Cuyper Member 8. Mr. Suphot Chaladol Member
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Management Structure
Scope of duties and responsibilities of the Executive Committee
1. P erform duties within the scope of the law, objectives, and regulations of the Company, together with Board and shareholders’ resolutions with a duty of loyalty, duty of care, accountability, and ethics with due regard for the interests of all shareholders in an equitable way 2. Provide recommendations to the management on the Company’s strategic directions, management structure, business plans, and annual budgets before tabling them for the Board’s approval 3. Manage the company’s businesses to achieve the Board’s objectives, vision, mission, strategies, and policies while complying with the law, terms of reference, and regulations of the Company and applicable regulators 4. Supervise and monitor the performance and financial position of the Company and its group, and regularly report the findings to the Board. 5. Provide views to the Board on the Company’s dividend policy 6. Review and approve investment transactions, together with the acquisition and disposal of assets under 1 billion baht 7. Efficiently supervise and manage the Company’s investment capital for the best interests of the shareholders 8. Endorse matters needing the Board’s approval except for activities that the Board assign to other committees 9. Hire consultant(s) or independent parties to provide necessary views or recommendations 10. R e g u l ar l y re p o r t t o t he Bo ard key task performance, including other important issues 11. Self-assess its performance annually
12. When the CEO position is vacated and in the absence of the Nomination and Remuneration Committee, nominate a qualified person for the job for the Board’s appointment, and revise succession plans and the list of those possible nominees for the CEO position 13. Take other actions under its authority and responsibility, or as assigned by the Board. The authority of the Executive Committee must follow the law and company regulations. Executive directors cannot approve any transactions of potential conflicts of interest with themselves or their related parties because of their vested interests with the Company and its subsidiaries (if any), in line with the announcements of SEC. Exceptions are the approval of the Company’s routine businesses under the scope clearly defined by the Board.
06
The management
Singha Estate’s management team consists of seven executives as follows: 1. Mr. Naris Cheyklin Chief Executive Officer 2. Mr. Longlom Bunnag Chief Investment Officer 3. Mr. Terachart Numanit Chief Design and Construction Officer 4. Mr. Nattavuth Chief Residential Mathayomchan Development Officer 5. Mr. Methee Vinichbutr Chief Financial Officer 6. Mr. Dirk De Cuyper Chief Operating Officer (S Hotel Management Co., Ltd.) 7. Mr. Suphot Chaladol Chief of Santiburi Hotel Management (S Hotel Management Co., Ltd.)
Annual Report 2015
07
Company Secretary
The Board has appointed a person who is knowledgeable, competent, and suitable as Company Secretary, currently Ms. Choenporn Subhadhira, since September 12, 2014.
Duties and responsibilities The Company Secretary must perform the defined duties under Article 89/15 and Article 89/16 of the Securities and Exchange Act (No. 4), B.E. 2551 (2008), promulgated on August 31, 2008, with accountability, prudence, and integrity, while complying with the law, company objectives and regulations, together with the resolutions of the Board and shareholders’ meetings. By law, her duties are as follows: 1. Establish and maintain the following documents: -- Director roster -- Board meeting notices, minutes of meetings, and the Company’s annual report -- Shareholders’ meeting notices and minutes of meetings. 2. Maintain reports on vested interests filed by the directors, executives, or related parties, and send a copy of the reports on vested interests under Article 89/14 to the Chairman of the Board and the Chairman of the Audit Committee within seven days of the Company’s acknowledgment. 3. Hold Board meetings and shareholders’ meetings under the applicable regulations and laws. 4. P rov i d e re c o m m e n d at i o n s o n c o m p a ny businesses and the Board in line with the articles of association, company regulations, the Securities and Exchange Act, the Public Limited Companies Act, and applicable legislation. 5. Serve as a center of news and information for the directors, executives, and shareholders.
Singha Estate Public Company Limited The Future is Now
6. Coordinate and monitor compliance with the resolutions of the Board and shareholders’ meetings. 7. Ensure disclosure of information and reporting of information under her responsibility to the regulators as required by the authority. 8. Take other actions as announced or required by the Capital Market Supervisory Board and as assigned by the Board.
Profile Ms. Choenporn Subhadhira -- Bachelor of Science in Statistics, Faculty of Commerce and Accountancy, Chulalongkorn University -- Master of Business Administration, California State University, Fullerton, USA.
Career Since 2014 Vice President, Investor Relations & Company Secretary Singha Estate Public Company Limited. 2013 Manager, Capital Market Communication PYI Consulting Co., Ltd. 2006-2012 Manager, Investor Relations Central Pattana Public Company Limited.
088 - 089
Nomination and Appointment of Directors and Senior Executives
NOMINATION AND APPOINTMENT OF DIRECTORS AND SENIOR EXECUTIVES N omination and appointment
of directors
Criteria and procedures The Board has assigned the Nomination and Remuneration Committee (“the NRC”) to recruit and nominate qualified persons under securities and exchange laws and in line with Singha Estate’s defined qualifications and submit a short list to the Board for appointment or for tabling it to a shareholders’ meeting as specified by company regulations. In so doing, the following channels will be considered: -- An opportunity given for shareholders to nominate directors before each AGM, the latest one being from November 1, 2015 to January 31, 2016, under the criteria and terms announced on the company website -- Persons recommended by the Board and external independent advisers. The NRC takes into account the qualifications and diverse skills, expertise, proficiency, experience, and specialty of director nominees (Board skill matrix), together with the Board’s overall composition against present and future business directions. All these define the criteria for director selection every year regardless of gender, nationality, religion, age, and other competencies.
Position becomes vacant with term completion When a position becomes vacant with term completion for a given director, the NRC recruits and nominates persons with suitable qualifications and nominate them to the Board for seeking approval from the AGM. As for directors’ reappointment for another term, the NRC looks at several factors, including performance outcomes, profiles of meeting attendance and
participation, and support given to Board activities. For an independent director, his or her independence will also be taken into account. Directors’ election conforms to company regulations and those of relevant laws, which must be transparent and clear. Below are the criteria and methodology of directors’ election at a shareholders’ meeting: 1. Each shareholder’s votes equal his or her number of shares held, one share per one vote. 2. Voting is to be done for individual nominees, for which each shareholder is to exercise his or her entire votes for individual directors, one by one. 3. Those that secure the highest votes, and those with the second highest votes, and so on, are regarded as being elected, matching the number of directors to be elected. Should there be more than one person with equal votes for a given position, the chairman of the meeting is to cast a deciding vote.
Position becomes vacant for other reasons The NRC recruits and nominates qualified persons without forbidden qualities under the Public Limited Companies Act to present to the Board for appointment replacing the resigned director(s) at the next Board meeting. An exception applies if the remaining term is less than two months, in which case an approval is needed from the AGM. In any case, the term of the replacement director is only as long as that of the resigned one(s). The decision of the Board in this case needs no less than three-quarters of the remaining directors on the Board.
Director removal and dismissal 1. Besides completing their terms, directors may leave their positions in the following cases:
Annual Report 2015
1.1 Death 1.2 Resignation 1.3 Lack of qualifications or having forbidden qualities under the Public Limited Companies Act 1.4 Dismissal by shareholders’ votes. 1.5 Court order. 2. Directors who wish to leave their positions are to submit a resignation to the Company, which becomes effective from the date it is received by the Company. Such directors may also notify the public limited company registrar. 3. The shareholders’ meeting may decide to have any director leave his or her position before term completion with a vote of no less than three-quarters of the attending eligible voters, which is no less than a half of the total shares of the attending eligible voters. If the entire Board leave their positions, they are to remain in office to carry on business only as essential until the new Board takes office, except otherwise ordered by the court for the Board that leaves their positions at the court’s order. The Board that left their positions are to hold a shareholders’ meeting to elect the new Board within one month after leaving their positions. To this end, it sends meeting notices to the shareholders no less than 14 days ahead of the meeting date, which are advertised in newspapers for three consecutive days no less than three days ahead of the meeting date.
Orientation of New Directors Singha Estate organizes orientation for new directors, which usually consists of an executive brief by the CEO or a senior executive, or both, so that they may be properly informed about business information and
Singha Estate Public Company Limited The Future is Now
approach, together with other essential information beneficial to their performance. An information kit will be given to them, consisting of key company information such as the nature of business, business structure, management structure, business directions and strategies, Board Charter, Committee Charters, manuals for directors of listed companies, and other relevant manuals for the performance of committee members (if applicable).
Nomination and Appointment of Senior Executives Nomination and Appointment of the CEO The Board has assigned the NRC to prepare a CEO Succession Plan to ensure business continuity if the position becomes vacant. The committee is to nominate a qualified person to assume the position by selecting a competent, qualified person with experience that is beneficial to Singha Estate’s operation from either inside or outside the Company before tabling his or her name to the Board for appointment. The committee is also responsible for regularly reviewing this succession plan as well as the list of those eligible for succession.
Nomination and Appointment of Senior Executives The CEO recruits and appoints qualified person(s) for the positions, duties, and responsibilities from those competent ones with experience that is beneficial to Singha Estate. Such selection must conform to Human Capital’s personnel recruitment protocols. Human Capital develops succession plans for senior executives and puts in place a system for personnel development for lesser positions to become ready to assume such positions.
090 - 091
Remuneration of directors and management team
REMUNERATION OF DIRECTORS AND MANAGEMENT TEAM Directors The 2015 AGM approved the compensation for the directors and committee members in the forms of meeting fees and privileges for rooms and services at
Board/committees
Positions
any of the Company’s and its subsidiaries’ hotels. Details are as follows:
Meeting fees Privileges for rooms and services at any of the (Baht/person/meeting) Company’s and its subsidiaries’ hotels (Baht/Person/Year)
Board of Directors
Chairman Director
50,000 30,000
100,000 100,000
Sub – Committees /1
Chairman Director
30,000 20,000
-
Remark: 1 Sub-committees consisted of the Audit Committee, the Risk Management Committee, and other sub-committees to be appointed in the future (if any), e.g. the Nomination and Remuneration Committee, and the Corporate Governance Committee, etc. The Sub-committee should exclude the Executive Committee.
In summary, the Board’s compensation for 2015 for 9 directors, amounted to Baht 2,121,064 consisting of Baht 1,425,000 for Board meeting fees; Baht 300,000 for the Audit Committee meeting fees; Baht 190,000 for the Risk Management Committee meeting fees; Baht 140,000 for the Nomination and Remuneration Committee meeting fees; and Baht 66,064 for usage of privileges for rooms and services at any of the Company’s and its subsidiaries’ hotels.
Management team For the year ended December 31, 2015, the total compensation for the first four executives, from the CEO to all positions equivalent to the fourth executive (totalling five persons) amounted to Baht 58,963,762.40, consisting of Baht 45,883,464.00 for salaries and allowances; Baht 3,823,622.00 for bonus; Baht 4,336,676.40 for provident fund contribution; and Baht 4,920,000.00 for others.
Executives who are members of the Provident Fund are entitled to a contribution of 5% and 10% of their salaries under the rules of the Provident Fund, which applies to all in the Company. Note: The first four executives from the CEO and all positions equivalent to the fourth executive (according to the executive listing system of SEC) as of December 31, 2015, are 1. Mr. Naris Cheyklin Chief Executive Officer 2. Mr. Longlom Bunnag Chief Development and Investment Officer 3. Mr. Nattavuth Mathayomchan Chief Residential Development Officer 4. Mr. Terachart Numanit Chief Design and Construction Officer 5. Mr. Methee Vinichbutr Chief Finance Officer The management’s compensation excludes that of Mr. Dirk De Cuyper, Chief Operating Officer, and Mr. Suphot Chaladol, Chief of Santiburi Hotel Management, who are under S Hotel Management Co., Ltd.
5/5
Independent Director/ Member of the Audit Committee
Independent Director/ Member of the Nomination and Remuneration Committee
Mr. Thana Thienachariya/1
Asst. Prof. Thanavath Phonvichai, Ph.D./2
Mr. Chayanin Debhakam, D.B.A.
Mr. Naris Cheyklin
Mr. Longlom Bunnag
Mr. Nattavuth Mathayomchan Director/ Member of the Risk Management Committee
Dr. Satit Rangkasiri
3
4
5
6
7
8
9
Total
Independent Director/ Chairman of the Audit Committee/ Chairman of the Risk Management Committee (Resigned on January 21, 2016)
Director
Director/ Member of the Risk Management Committee
Director/ Chairman of the Nomination and Remuneration Committee
6/6
7/7
-
-
-
-
4/4
6/6
7/7
7/7
7/7
7/7
7/7
-
3/3
3/3
-
2/3
-
-
-
-
-
(3 Times)
-
-
-
-
2/2
2/2
-
2/2
-
(2 Times)
Risk Nomination Management and Committee Renumeration Committee
1,425,000
160,000
160,000
160,000
160,000
160,000
150,000
95,000
160,000
220,000
Board of Directors
300,000
130,000
190,000
90,000
60,000
-
-
40,000
-
-
-
-
-
140,000
-
-
-
-
60,000
40,000
-
40,000
-
Risk Nomination Management and Committee Renumeration Committee
-
-
-
80,000
90,000
-
Audit Committee
Meeting Fees
Renumeration (Baht) /3
66,064
-
-
-
-
-
-
-
66,064
-
Others
2,121,064
380,000
220,000
160,000
200,000
220,000
190,000
175,000
356,064
220,000
Total Renumeration
Mr. Thana Thienachariya was appointed to be an independent director and member of the Audit Committee by a resolution of the Board of Directors’ Meeting No. 1/2015, dated February 27, 2015. There were one board meeting and two audit committee meetings held before his appointment date. /2 Asst.Prof. Thanavath Phonvichai, Ph.D. was appointed to be an independent director in the 2015 Annual General Meeting of Shareholders, dated April 22, 2015. There were two board meetings held before his appointment date. /3 Privileges for rooms and services at any of the Company’s and its subsidiaries’ hotels as approved by the 2015 AGM not more than 100,000 Baht/person/year
/1
Remarks:
4/6
Independent Director/ Member of the Audit Committee/ Member of the Nomination and Remuneration Committee
Mr. Karoon Nuntileepong
6/7
2
Chairman of the Board
Mr. Chutinant Bhirombhakdi
(6 Times)
(7 Times)
1
Position
Name-Surname
No.
Audit Committee
Number of Meeting Attendances Board of Directors
2015 Directors Renumeration and Meeting Attendances
092 - 093
Corporate Governance
CORPORATE GOVERNANCE
The Board of Directors bases its business conduct on corporate governance principles with transparency, fairness, and accountability. It is aware of the importance of good corporate governance that fosters transparency, increases Singha Estate’s competitiveness, as well as boosts the confidence of shareholders. Its 2016 plan includes the preparation of a Corporate Governance and Code of Conduct Handbook to ensure that all executives and employees have the correct knowledge and understanding of corporate governance. In 2015, the Board of Directors encouraged and supported the compliance with SET’s corporate governance principles of listed companies in the following aspects:
01
Rights of Shareholders
The Board values and respects the rights of all shareholders and follows a policy of equitable protection of all shareholders’ basic rights and benefits such as: -- Rights of purchase, sales, and transfer of their securities in an independent manner -- Right of access to information and news, performance results and administrative policies -- Right to receive due benefits in the form of dividends -- Right to attend shareholder meetings, pose questions, express opinions and recommendations, and cast their votes -- Right to propose agendas for inclusion and nominate directors in advance before the AGM -- Right to appoint and demote Board directors -- Right to consider all types of Board compensation -- Right to approve the appointment of an external auditor and determine auditor fees -- Right to assign proxies and delegate votes -- Other rights as determined by laws and company regulations -- etc.
The Company encourages the shareholders and institutional investors to attend the shareholders meetings by avoiding setting the meeting date close to public holidays and selecting venues that are conveniently accessible by all means of public transport. Maps to the meeting venue are enclosed along with mailed meeting notices. If shareholders cannot attend a meeting in person, they can appoint independent directors by submitting their registration documents before the meeting or designate proxies to attend the meeting. The Company also allows institutional investors to pre-register to save time on the actual day and provides revenue stamps for shareholders and institutional investor proxies to use. In registration and voting at the meeting, the Company brought in a barcode system to expedite the process, allowing two-hour registration period before the meeting. After the allotted two hours, the shareholders can still register if they wish to attend the meeting without losing rights. In this case, the Company has no Shareholders Agreement that has significant impact on the Company and other shareholders, while having no policy to buy back shares.
02
Equitable Treatment of Shareholders
It is Singha Estate’s policy to treat all shareholders with fairness, regardless of gender, color, race, nationality, or religion, and it does not discriminate against any group or individual shareholders, in accordance with the following guidelines:
Annual Report 2015
Shareholders Meeting Singha Estate’s policies on shareholders meeting are as follows:
Pre-Meeting Date -- Singha Estate encouraged all shareholders to propose meeting agenda items, nominate directors, and submit questions in advance no less than three months before the AGM date from November 1, 2015 to January 31, 2016; criteria and conditions are as announced on the Company’s website. At the end of the period, no shareholders had submitted any topics. -- S h a re h o l d e r s h av e a r i g h t t o v o t e f o r appointment of directors and determination of directors’ compensation, appointment of auditors and determination of auditor fees as well as consideration of dividend payment and other topics as specified by law. -- The Company prepares the meeting notice in Thai and English, comprising an invitation letter; minutes of the previous meeting; Annual Report in CD-ROM form; meeting agenda with explanations of objectives, details, directors’ opinions and information required for consideration of each agenda; explanation of evidence to be presented for attending the meeting; list of all independent directors who serve as proxies for voting; company regulations concerning shareholders meeting; map of meeting venue; registration form with a barcode; and proxy forms. All these are sent to shareholders no later than 14 days before the meeting date as required by law. The meeting notice was also publicized on the company website before the meeting date so that shareholders would receive the complete documents prior to the meeting and would have time to consider the documents well before hand. The meeting notice was also advertised in Thai and English newspapers at least three days before the meeting for three
Singha Estate Public Company Limited The Future is Now
consecutive days to announce the calling of shareholders meeting in advance. -- The Company facilitates those shareholders who cannot attend the meeting in person by enclosing the proxy form B (as specified by the Ministry of Commerce) with the meeting notice and enclosing a list of independent directors that serve as proxies. Detailed explanation of evidence to be presented for attending the meeting is also enclosed so that shareholders may prepare appropriate documents. Shareholders can also download proxy forms A, B and C (for foreign shareholders who appoint custodians in Thailand) from the company website and can appoint proxies or appoint independent directors as notified in the invitation letter as proxies. -- Singha Estate also facilitates institutional investors who wish to check the details of their securities and has requested that they send in representatives or assign independent directors as proxies.
Shareholders Meeting -- Singha Estate encourages shareholders and institutional investors to attend the shareholders meetings by selecting venues that are conveniently accessible by all means of transport. The 2015 AGM was organized on April 22, 2015, at the Intercontinental Hotel, Ploenchit Road, Lumpini, Pathumwan, Bangkok; and the Extraordinary Shareholder’s meeting 1/2015 took place on September 30, 2015, at Suntowers Building B, Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok. The Company prepared several information officers to provide advice and answer queries, and organized shuttle vans between the BTS station and the meeting venue, and displayed signs outlining the registration process, barcode registration, and voting system, etc.
094 - 095
Corporate Governance
-- Registration was opened two hours before the meeting -- Independent legal advisers and shareholder representatives were asked to check the accuracy and transparency of the vote-counting process on each agenda item -- The Chairman conducted the meeting according to the agenda and all issues outlined in the meeting notice. There were no extra agenda. -- Before the meeting, the Company explained the steps and voting process to the shareholders. Each shareholder had one vote per one share. -- The Company prepares ballots for voting on each of the agenda items. As for election of directors, individual voting is required by using the barcode system to expedite counting on each agenda item. -- In counting the total votes on each agenda item, the results and the resolution of the meeting of each agenda item were informed to the shareholders. -- The Chairman allotted time and opportunities f o r t h e s h a re h o l d e r s t o ex p re s s t h e i r v i e w s and questions. The CEO, the chairman of each subcommittee, and all directors including senior executives, and the external auditor all attended the meeting to answer shareholders’ questions. -- A questionnaire to evaluate the quality of the meeting was also distributed and collected to obtain information for further improvement of the next shareholders meeting.
Post-Meeting Date -- After the meeting, all resolutions of the meeting as well as the results of the voting on each agenda item is immediately reported to the Stock Exchange of Thailand (SET) as well as being uploaded on to the company website.
-- The Company prepares minutes of the meeting in Thai and English and submits the minutes to SET within 14 days of the meeting. The minutes must contain details and essences of the meeting in accordance with corporate governance and is uploaded on the company website. Notices should also be placed using SET’s various channels.
03
Roles of Stakeholders
The Board takes seriously the rights of all stakeholders, namely the shareholders, investors and analysts; customers; employees; business partners; business competitors; creditors; and community, society and the environment. The Company treats all stakeholders fairly in accordance with company policy as follows:
Shareholders, Investors, and Analysts The Company treats all shareholders and investors with equality and nondiscrimination and is committed to operating business with transparency, leading to sound and sustainable investment returns and building confidence among all shareholders. The directors, executives, and all employees are committed to working with integrity, transparency, and fairness, taking into account the maximum benefit to the shareholders. They do not engage in conflicts of interest, use inside information for the benefit of their own or their family and friends, and do not disclose confidential information to outsiders. The Company recognizes and respects the rights of all shareholders, investors, and analysts in having regular access to accurate and necessary information regarding company performance. In 2015, the Company publicized its operating results and essential information through various activities, such as meeting investors at
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
the Opportunity Day event, arranged by SET every quarter; uploading videos of the shareholders meetings on company website; creating the Investor Relations Webpage, and meeting investors in foreign countries.
employees by assessing each employee’s performance against their peers of the same industry. It is also determined to strictly comply with laws regarding labor and social welfare.
Customers
Business Partners
Apar t from following conditions, offers, and commitments to its customers, Singha Estate strives for maximum customer satisfaction by providing its customers with quality products and services to raise customers’ standard of living. The Company also focuses on details and creation of the “Best in Class” standard, differentiating from competitors by its distinctive design and superior service through synergy with strategic partners. It is determined to build good and lasting relations with customers and strictly keep their confidentiality or information that should not be disclosed. Moreover, advertisement of the Company’s projects must not mislead the customers’ or the public’s understanding of the quality, prices, or conditions of sales or provision of services.
Singha Estate treats its business partners with equitability. The process for selecting business partners and its procurement process must be fair and transparent, without demand, acceptance or payment of any benefits to business partners. A bidding committee is appointed to ensure that procurement is systematic, transparent, and effective, in strict compliance with business contracts, agreements, and other trade conditions. The Company follows regulations and does not resort to any unlawful means, but focuses on maintaining healthy and sustainable relationships with business partners, taking into account the common benefit and mutual trust. It will maintain business partners’ confidentiality and will not disclose the information for personal or others’ benefits unless consensus.
Employees Singha Estate has consistently valued its human capital. It is committed to ensuring that all employees have a healthy work attitude, awareness of duties and responsibilities, pride and confidence in the organization, as well as focus on teamwork. Singha Estate’s core value and organization culture to be instilled in all employees is “PRIDE”. The Company has also improved its human resource system to more efficiently run its operation and encouraged employees to pursue further education relevant and useful to work. It pays attention to employees’ health, e.g. arranging annual physical check-up for all employees; safety; good working environment; and sufficient and suitable welfare. Moreover, it provides fair compensation to
Business Competitors Singha Estate, under company policy guidelines, is committed to operating business while adhering to the law and rules based on fairness, transparency; and abstaining from seeking business competitors’ confidentiality through dishonest and unlawful means, slandering business competitors, engaging in anything that is false, unfair and violates others’ intellectual property rights.
Creditors Singha Estate strictly complies with the loan conditions stated in its contracts and agreements with creditors
096 - 097
Corporate Governance
such as banks, financial institutions, and business creditors. It repays debts and interests on time and manages loans in compliance with its objectives, not abusing loans. It is committed to management with maximum efficiency to assure creditors of its financial status and its ability to repay loans.
Community, Society and the Environment It is well aware and recognized that Singha Estate is a part of society and must be responsible for society and the environment. Therefore, its business is conducted under the principle of creating mutual values between business and society. It emphasizes environmental protection by promoting efficient and effective resource use such as designing and innovating an energy-efficient building under the concept of Leadership in Energy and Environmental Design (LEED) with a focus on building designs that rely on natural light to reduce energy consumption, increase green zones in projects, apply modern technology and environmentally friendly materials, while ensuring that the Company’s operation does not damage the quality of life of society, communities, and the environment.
Whistleblowing policy The Company has a policy to encourage stakeholders’ contact to provide information or complaint concerning wrongdoing of directors, executives, or employees (whistleblowing) while submitting evidence in case of concern. If any wrongdoing or illegal handling breaching the law and regulations have been found or stakeholder’s rights have been violated, the Company can be contacted for information or input of opinions through these channels:
1. Audit Committee Singha Estate Public Company Limited 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok 10500. 2. Company Secretary Singha Estate Public Company Limited 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok 10500 or Email: company.secretary@singhaestate.co.th The suggestions and complaints will be sent to related units to check for facts, explain, make adjustments, and summarize the results for submission to the Board. The rights of those whistleblowers who are employees, customers, or those working for the Company, will be protected by law.
04
Disclosure of Information and Transparency
The Board focuses on transparent, accurate, and complete disclosure of information, both financial and non-financial, to the shareholders, investors, analysts and stakeholders. Respecting the right of equal access for all parties, the Company has prepared the information in Thai and English in the following areas: The Company has disclosed remuneration paid to individual Board members and remuneration paid to executives as included in the Annual Information Disclosure (Form 56-1) and Annual Report (Form 56-2), that is also on display on company website. For company securities portfolios, directors and executives must declare the Report of securities holding (Form 59-1) – including securities of themselves, their spouses and all children not yet of legal age – when they first take up their positions, and must report
Annual Report 2015
changes in securities holding within three working days of any acquisition, sale, or transfer of securities (Form 59-2) to the SEC under Article 59 of the Securities and Securities Exchange Act. The Company Secretary would then report the securities of the directors and executives to the Board every quarter. Furthermore, the Company has requested the directors and executives as well as spouses and children not yet of legal age to abstain from selling, buying, or transferring company securities at least one month before disclosing financial statements and company performance report to the SET in each quarter and before entering into major or significant investment projects, so as to prevent the use of inside information for personal or others’ benefits. To comply with Announcement of the Capital Market Supervisory Board (CMSB) Tor Jor 2/2552 Re: Report of Directors, Executives, and other Related Persons’ Change of Interest, the Board of Directors has approved the criteria for preparing an annual report on directors’ and executives’ change in interests and any changes to be reported quarterly. The information, however, is kept for internal use only. To encourage all shareholders, investors, and stakeholders to follow news and information with equal access, company information is disclosed via the following channels: -- Company website : www.singhaestate.co.th -- Electronic system for disclosure of news and information of SET and SEC -- Annual Information Disclosure (Form 56-1) and Annual Report (Form 56-2) -- Va r i o u s m e d i a s u c h a s n e w s p a p e r a n d magazines -- Information released to analysts and investors at company visits and meetings with executives
Singha Estate Public Company Limited The Future is Now
-- Domestic and overseas roadshows -- Sending notice of shareholders meeting and key information through postal mail -- Meeting with investors at the Opportunity Day event, organized quarterly by SET, to communicate the operating results and key information -- Press conferences to disclose key company investment projects after dissemination on SET Portal. The Company also established Investor Relations unit, responsible for communicating and providing its information to shareholders, institutional investors, analysts, and various stakeholders by disclosing key information through company website, SET Portal, and various investors’ and analysts’ meetings. Strict disclosure of information adheres to disclosure practices and good governance. Contact channels for Investor Relations are: Investor Relations Singha Estate Public Company Limited 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok 10500 Tel: (66) 632 4533 ext 101 Fax: (66) 632 4534 Email: choenporn.s@singhaestate.co.th. The Company has set a silent period (non-communication for executives and Investor Relations regarding disclosure of financial information and general information to analysts and investors) as one month before the announcement of its operating results, quarterly and annually, to the public. This is to prevent inappropriate disclosure of information or unfair release of information that may affect the price of company securities.
098 - 099
05
Corporate Governance
Responsibilities of Directors
The Board, regarded as a representative of the shareholders, plays important roles in determining policies, visions, strategic plans, and budget to provide framework and direction for the management to operate and achieve the Company’s objectives. The Board also plays important parts in monitoring and supervising the performance of the management to be in line with strategic plans, policies, articles of association, laws, and regulations. At present, Singha Estate’s Board consists of nine directors, four of whom are independent ones. The Board is made up of experts with diverse knowledge and skills, with experience and expertise beneficial to the business, regardless of gender, race, religion, age, professional skill, or other specific qualifications. The Board’s duties and responsibilities have been delegated to several committees, namely the Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, and the Executive Committee. The scope of duties and responsibilities is clearly stated in the charter of each committee. Details of the list of directors and the scopes of duties and responsibilities are disclosed under Management Structure.
Board Meetings - Schedule According to the Board Charter, the Board meets at least every three months and can schedule extraordinary meetings as necessary. Every year the Board sets meetings in advance to ensure that the Board members can allocate their time for the meetings.
In 2015, Singha Estate held seven board meetings. The details of the meeting attendance of each director are shown under Meeting Attendance and Remuneration of Directors in 2015.
- Quorum To constitute a quorum, at least half of the total number of directors must be present.
- Agenda The Chairman approves the agenda of the meeting on consultation with the CEO and Company Secretary. Directors can propose meeting agenda items for inclusion to the Chairman in advance before each Board meeting date.
- I nvitation letter and accompanying documents The Company Secretary will mail to the directors an invitation letter to the Board meeting along with the agenda and complete accompanying documents at least seven days in advance for sufficient study time before each meeting, except for urgent matters.
- Running the meeting The Chairman presides over the meeting, and if the Chairman cannot perform his duty, he may designate another director to take his place. During the meeting, the Chairman allocates sufficient time for and encourages all directors to freely express their views and ask questions. The Company encourages executives or concerned management to participate in the meeting to provide information or explanation of related issues. The meeting must be controlled to be brief and completed in the time allotted. Moreover, when the agenda directly
Annual Report 2015
concerns a director with conflicts of interest, the Chairman must ask that director to identify him/ herself and abstain from voting, or leave the meeting until the agenda has passed.
- Minutes of the meeting The Company Secretary must ensure the meeting minutes are composed and finished within 14 days, and presented to the directors. The meeting minutes include details of proposals, opinions of the Board, and resolutions; and are to be systematically filed, along with accompanying documents.
Segregation or Combination of Positions Singha Estate clearly defines the duties and responsibilities of Chairman of the Board, Chairman of the Executive Committee, and CEO in the charters of the Board and the Executive Committee to clearly separate the duties of each position; to create checks and balances, and review of the management’s performance; and to ensure transparent and effective administration.
Singha Estate Public Company Limited The Future is Now
Authority of the Board The Board approves company operations under the framework of the law, articles of association, shareholders’ resolution, and other regulations. Directors’ duties and responsibilities are spelled out in the Board Charter.
Directors’ and CEO’s Remuneration Singha Estate assigns the Nomination and Remuneration Committee (“the NRC”) to consider the criteria of the compensation of directors and subcommittees in line with their duties and responsibilities as well as company performance (both short-term and long-term) that is also comparable with that of industry peers. The NRC then submits these to the Board and seeks approval of the compensation at the shareholders’ meeting. Regarding the compensation of the CEO, the Board has also assigned the NRC to evaluate the CEO’s performance and determine appropriate compensation annually, based on the evaluation and Singha Estate’s performance in each year.
Directors’ and Executives’ Development To increase the efficiency of the directors’ job performance, Singha Estate encourages the directors, executives, and employees responsible for the Company’s corporate governance to attend training and seminars in courses beneficial to their work in cooperation with other institutions, such as the Thai Institute of Directors (IOD), SET, and Thai Listed Companies Association. The Company also sends training schedules beforehand to all directors and subsidizes all costs of attendance. The goal is constant work improvement.
Details of directors and executives’ remuneration can be found under Directors’ and Executives’ Remuneration.
Evaluation of Board Performance The Board has determined that there should be an annual Board self-assessment as a framework for monitoring Board performance and whether it has been following good practices in order to improve Board operation and to review problems and obstacles.
100 - 101
Corporate Governance
Singha Estate has created a Board self-assessment in accordance with SET’s guidelines and adapting it to the business and structure of the Board. The assessment comprises two sets of evaluation forms: 1) B o a rd a n d s u b c o m m i t t e e p e r f o r m a n c e self-assessment (group assessment) 2) Board Individual Self-Assessment (self-assessment) Criteria for Evaluation cover these following essential points: -- Board structure and qualifications -- Board Meetings -- Roles, duties and responsibilities of the Board -- Others, such as relations with the management, directors’ self-development, and executive development. Scoring In each of the topics, five levels of score are assigned: 0 = totally disagree or nothing has been done 1 = disagree or a few things have been done 2 = agree or quite a lot has been done 3 = mainly agree or something has been done quite well 4 = totally agree or there has been excellent undertaking.
Evaluation Process The NRC considers and reviews the Board Performance Evaluation Form and seeks Board approval. The Company Secretary then distributes copies of the evaluation form to all directors to be evaluated and handed in at the end of each year. The calculated results will be summarized in an evaluation report to be submitted to the NRC to determine appropriate annual compensation for the directors. There must be an evaluation report submitted to the Board for acknowledgment and for discussion for future improvement.
Evaluation of the CEO The NRC considers and reviews the annual CEO Performance Evaluation Form by determining each year’s performance goals with the CEO. The evaluation then compares the results of performance against the annual goals. The NRC will use the evaluation result to determine appropriate annual compensation for the CEO that is attractive and comparable to peers in the same industry. The criteria for CEO evaluation can be divided into three parts: Part 1 Corporate KPIs of the Company and policies that the Board had prioritized Part 2 Evaluation of management Part 3 Development of the CEO’s career and other suggestions.
Orientation of New Directors Singha Estate has prepared documents for new directors comprising key information such as business description, business structure, management structure, directions and strategies for business operation, Charters of the Board and/or Subcommittees, Manual of Listed Company Directors, and other manuals related to serving on subcommittees (if applicable). The Company also organizes directors’ orientation, where the CEO or senior executives will brief new directors on business operations, approaches to business management, and other necessary information useful for taking up the directorship.
Policy of Limiting the Number of Listed Companies and Terms of Directors and the CEO The Board Charter stipulates a policy that directors can serve in no more than five SET-listed companies, and
Annual Report 2015
independent directors can serve up to two consecutive terms. The Charter of the Executive Committee stipulates that the CEO may serve as a director in other companies, but such position(s) must not obstruct the work as Singha Estate’s CEO. Moreover, the business type must not be the same or must not compete with the Company’s business. The CEO must seek prior approval from the Board before taking up the directorship of another company.
Internal Control and Internal Audit Singha Estate takes seriously compliance with relevant laws and regulations, and pays great attention to the accountability and accuracy of its financial reports. To this end, it sets up an internal control and internal audit systems as a vital mechanism. The Company also arranges for the annual assessment of the adequacy of the internal control system by an independent internal auditor. The assessment covers the following criteria: 1. Internal Control 2. Risk Assessment 3. Operation Control 4. IT and Communication 5. Monitoring System. The Audit Committee is responsible for reviewing the assessment outcomes of the internal control system and submitting a report to the Board for comments.
Supervision of the Use of Inside Information The Board defines a policy on the control of the use of inside information and the transactions of Singha Estate’s securities to foster equality and fairness to all shareholders and prevent directors and executives from exploiting inside information for personal gains or
Singha Estate Public Company Limited The Future is Now
unlawful gains of others. Such policy is also announced to employees, executives, and directors through various channels such as Annual Information Disclosure (Form 56-1), Annual Report (Form 56-2), and company website. - Control of the use of inside information: The directors, executives, and all employees must strictly refrain from using inside information that is material and not yet publicized for their own benefit or the benefit of others. - Singha Estate’s securities portfolios and reporting: Directors and executives do have the rights to purchase and sell the Company’s securities. However, to avoid conflicts of interest or the use of inside information for their own benefit, Singha Estate seeks cooperation from all directors and executives, including their spouses, and their children not yet of legal age, in abstaining from purchasing, selling, transferring, or accepting transfer of the Company’s securities within one month before the disclosure of financial statements. If the directors and executives, their spouses, and their children not yet of legal age, purchase, sell, transfer, or accept transfer of the Company’s securities, they must prepare a report of changes in securities holding (Form 59-2) and submit it to the SEC within three working days as required by SEC. The Company Secretary is responsible for compiling Singha Estate securities portfolios of the directors and executives, their spouses, and children not yet of legal age, and reporting to the Board meeting for acknowledgement every quarter.
102 - 103
Corporate Governance Core Values
Guarding against Conflicts of Interest
Complying with Corporate Governance Policy
The Board ensures that Singha Estate commands a clear and transparent process of connected transactions and strictly complies with the criteria, methods, and disclosure of connected transactions as required by the relevant law or the regulators as follows:
The Company has followed the Good Governance Principles for Listed Companies B.E. 2555 (2012) according to SET’s guidelines since the first step of changing the shareholding structure on September 12, 2014, which is the start of operation under the name “Singha Estate Public Company Limited�. In 2015, the Company has applied good governance principles to the business as deemed appropriate and has plans to develop and expand its practices under corporate governance in 2016, such as restructuring the Board to have more than 50% independent directors, organizing meetings of independent directors and of nonmanagement directors without the management at least once a year. It also plans to enroll directors and senior executives in several courses that will help them perform their duties by the code of ethics and the code of conduct. Singha Estate is determined to apply improved corporate governance practices in the following years.
- Directors and Executives They must report their vested interests, as well as those of their connected parties, as required by the Board under the criteria, conditions, and methods stipulated by the Capital Market Supervisory Board. The Company Secretary is responsible for compiling and sending copies of such report to the Chairman of the Board and the Chairman of the Audit Committee within seven days after the date of receiving. In deliberating connected transactions, the director(s) or executive(s) with vested interests is not allowed to join the meeting or pass any approval concerning the issue. The Chairman will ask each director to identify him/herself and abstain from voting or leave the meeting until such agenda has passed.
Policy and Practices for Anti-corruption The Board is fully aware of the importance of anticorruption actions, which are serious threats that destroy free and fair competition and cause great damage to the economy and society. Organizational corruption is a risk to sustainable business, and therefore the Board has emphasized that business operations must be conducted with integrity, transparency, and free from all forms of corruption. Its business must comply with all Thai laws related to anti-corruption.
However, the Company cannot follow some principles of corporate governance, such as cumulative voting, because company regulation, Article 3, Item 17 stipulates that, in the election of directors, each shareholder has the same number of votes as the shares they are holding. Each shareholder can cast their votes to choose an individual or several persons as directors, but in case several persons need to be elected as directors, they cannot split their votes.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
CORE VALUES
Refined
Partnership We place the highest importance on developing strong relationships with our business partners, clients, and with our team members as well as the communities we are a part of. In the creation of our work, we consider public’s interests as top priority and we are committed to fostering fairly and equitably good relationship with all of our partners.
Each of our masterpiece developments are brought to life with a meticulous eye to detail and cutting edge design. We select only the finest materials and equipment, setting new and highest ever standards for each market segment. We are dedicated to delivering the highest qualities of workmanship and innovation.
Entrepreneurship
Integrity Singha Estate people hold themselves responsible to deliver on every commitment made to partners, clients, team members, shareholders and society as a whole. We treat all stakeholders with respect and equality. We stand firmly for righteousness and integrity.
Dynamic We are prompt to respond to all challenges and every new opportunity we meet. We strive to continuously improve ourselves and be proactive and dynamic in initiating the development of new technologies to better serve needs of our customers and enhance effectiveness of the organization.
We work with passion and dedication in order to achieve our goal and to satisfy all stakeholders from clients, partners, team members to communities. Our people are confident and PRIDE is embedded in all our actions.
104 - 105
Human Capital Management
HUMAN CAPITAL MANAGEMENT Convinced that personnel represent the heart of successful business, leading to sustainable success, Singha Estate has laid down systems for the management and development of quality human resources to swiftly drive the Company toward its goals. It therefore values care and development of its people to keep them happy at the workplace, become smarter and more confident in performing their duties, and provide learning and growth opportunities along with the Company’s growth. It also nurtures core values by stressing morality and business ethics. 1. Definition of the five core values “ PRIDE” galvanizes and dictates Singha Estate people’s common directions, no matter where they take responsibility. PRIDE values underline their behavior toward one another, a norm for every action taken and decision made, which impacts the Company’s stakeholders. Partnership: We place the highest importance on developing strong relationships with our business partners, clients, and with our team members as well as the communities we are a part of. In the creation of our work, we consider public’s interests as top priority and we are committed to fostering fairly and equitably good relationship with all of our partners. Refined: Each of our masterpiece developments are brought to life with a meticulous eye to detail and cutting edge design. We select only the finest materials and equipment, setting new and highest ever standards for each market segment. We are dedicated to delivering the highest qualities of workmanship and innovation.
Integrity: Singha Estate people hold themselves responsible to deliver on every commitment made to partners, clients, team members, shareholders and society as a whole. We treat all stakeholders with respect and equality. We stand firmly for righteousness and integrity. Dynamic: We are prompt to respond to all challenges and every new opportunity we meet. We strive to continuously improve ourselves and be proactive and dynamic in initiating the development of new technologies to better serve needs of our customers and enhance effectiveness of the organization. E ntrepreneurship: We work with passion and dedication in order to achieve our goal and to satisfy all stakeholders from clients, partners, team members to communities. Our people are confident and the core values are embedded in all our actions. 2. Established a corporate management standard in pursuit of sustainable business excellence, leveraging the strategic performance management system to explicitly link goals both on corporate and departmental level. To achieve this, the Company educated executives and employees on the common goals and the importance of well-coordinated business conduct across business groups and lines of command to jointly drive the corporation toward business goals most efficiently and effectively. 3. Defined a systematic approach for compensation management together with clear and fair criteria acceptable to all. Such approach is vital for helping the Company achieve its goals in attracting and retaining talents. Contributing to long-term corporate success is effective structuring of salaries in line with the goals, policies, and corporate
Annual Report 2015
culture, together with the management’s appreciation and expertise of system administration. 4. Enhanced corporate capability by way of personnel training and development program, which consist of classroom training systems, promotion of knowledge sharing, extension of corporate innovation and knowledge, and on-the-job training. 5. Formulated a corporate excellence development plan by linking the corporate vision to the needs of business partners, customers, and people through internal work processes. To initiate our people’s learning process, PDCA (Plan/Do/Check/Act) principle was applied to personnel development processes, together with the application of the c o m p e t e n c y- b a s e d H C M ( H u m a n C a p i t a l Management) system and career development system. 6. Established working place and environment that are hygienic, safe, and friendly. The company promoted unity and harmony with diversity and focused on employee engagement with the corporation through communication of sincerity and empathy on the part of the management toward employees by leveraging assorted relationship channels and activities. 7. Established a happy workplace with the belief that sustainable business success results from the focused production of “Smart, Conscientious People” or “S Family”. To this end, our people are trai n ed t o be n oble , t akin g into account comprehensive aspects of life and then developed into a culture of faith in conscientious people’s competency. The Company has defined two main strategies for a happy workplace:
Singha Estate Public Company Limited The Future is Now
-- Define a mindset of making the office “a second home”, since most personnel nowadays spend more time at the office than at home. It is imperative then to foster an ambience where people are happy, admire and understand each other among executives and employees, and among employees themselves, while promoting regular activities among the workforce. -- Mold a new corporate culture of “Smart, Conscientious People” by aligning with the core value of Integrity. The company admires conscientious people that are staunchly honest, just, and moral, while promoting smart people through activities spanning all aspects of life at home, in society, and in development of their knowledge and spiritual health.
Personnel Recruitment The Company’s policy for recruitment and hiring focuses on qualified people with attitudes matching the PRIDE corporate values to serve as the mainstay for its efficient drive toward business goals. As of December 31, 2015, the headcount of the Company and its subsidiaries stood at 1,224. This year, the entire group paid 477 million baht in salaries, overtime payment, contribution to the cost of living, bonuses, special assistance, Social Security contribution, and contribution to the Provident Fund.
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Human Capital Management
Number of executives and employees by business group (as of December 31, 2015)
Head office
112 Hotel
642
Number of executives and employees by business group
Commercial Property
127
Provident Fund Besides these elements of compensation, in 2014 the Company set up a provident fund under the Provident Fund Act, B.E. 2530 (1987), with its own contribution of 5, 8, or 10% of individual monthly salaries to employees’ choices of 3, 5, 8, or 10% of their own salaries.
Compensation for Executives and Staff Residential Property
343
Number of executives and employees by level (as of December 31, 2015)
Executives
123
The Company compensates executives with due regard for fairness and suitability, in keeping with their responsibilities and the Company’s performance outcomes. Their compensation must be competitive with their peers, inducing them to perform while enabling the Company to retain those who are important to its long-term success. (See details under “Remuneration of the Directors and Management Team” ).
Compensation for the Chief Executive Officer (CEO)
Staff
1101
The Nomination and Remuneration Committee annually reviews the CEO’s performance outcomes before applying its findings to the determination of his/her compensation in the forms of salaries, bonuses or other compensation, or both. Consideration is given to suitability and parity with other listed companies in the same industry or those with comparable sizes. Due to the sensitivity of personal information, the Company cannot disclose the CEO’s compensation.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
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Human Capital Development
HUMAN CAPITAL DEVELOPMENT A professional style of work performance prevails at Singha Estate under a familial work ambience. The Company values organizational and human resource development so that employees may become competent for current responsibility and quality career growth as desired. Each year, the Company surveys all employees’ development needs before formulating training and development plans for them. This year, it focused on developing employees’ expertise in specific job knowhow, service provision, and foreign languages so as to boost their confidence and work efficiency. The Company also calls for individual development plan (IDP) to be formulated, beginning at the executive level and then cascading to all employees so that the Company may have data for suitable “Leadership Development Plan” and “Succession Plan”, the major elements for sustainable organizations.
Training Training is a means of developing Singha Estate’s people. To begin with, the Company sets a goal for training hours per year, starting in the first year at 12 hours per person per year. In the light of its fast growth, the need for training has surged, and therefore this year, to give employees expertise and skills to confidently accommodate work, the average number of training hours has risen to 20 hours per person per year.
Approach for complying with the code of conduct Since PRIDE underlines our business, and Integrity (as part of PRIDE) is a core value at Singha Estate, the Company stresses transparency in each step of its work. Integrity is ingrained in employees from day one of their employment and conformance to the code of conduct.
Executives are the role models for virtue for everyone to see. Explicitly, preventive approaches and punitive measures are defined for violators.
Whistleblowing guidelines In proceeding with its business, Singha Estate is committed to its code of conduct. Therefore, for fairness to all, particularly the whistleblowing, the Company has in place a plan to define written guidelines in 2016 for whistleblowing and complaint-handling, together with communication plans with employees through internal communication channels like the intranet, company newsletters, and employee training.
Stewardship of safety, health, and environmental care in the workplace The Company attentively takes good care of its employees so that they may be physically healthy and emotionally sound, in addition to being safe at work. Therefore, in place are measures to look after their safety, hygiene, and work environment, promoted through assorted projects, activities, and rules: -- Improvement of work conditions for hygiene and safety -- Training of incoming employees on practical guidelines for safety, hygiene, and work environment -- Promotion of health and work safety, including after-work walking/jogging and PR on health and safety -- Annual physical check-ups -- Requirement for all employees to look after the tidiness of their own offices and common areas -- Comments on work condition improvement and safe work methods -- Rules and benefits on treatment of sicknesses, physical impairment, or death.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
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Corporate Social Responsibility
CORPORATE SOCIAL RESPONSIBILITY
Social Responsibility Policy Following business integration to become part of Boon Rawd Brewery Co., Ltd., a key policy cascaded to Singha Estate in parallel with speedy and sustainable business growth is contribution to society. The directors, executives, and all employees recognize that its sustainable growth is made possible through the support of partners, customers, and society. Therefore, apart from conducting business under good governance, it has included a policy on social responsibility as one of its key strategies (see project details under “Corporate Strategy and Business Policy”). Social responsibility is regarded as part of the in-process as well as after-process activities.
Fair Business Conduct Singha Estate requires fair and equitable treatment of customers, employees, shareholders, business partners, competitors, creditors, and stakeholders. All directors, executives, and employees must perform with integrity while refraining from fraud and avoiding abuse of their authority or opportunities of working for the Company for personal gains, and refraining from accepting assets or benefits of excessively higher value than ordinary people would in normal business dealings. Finally, they must not seek benefits from improper business actions and violation of good governance.
Respect for Human Rights and Labor Treatment Singha Estate’s human capital administration policy regards all employees as invaluable resources, treating them all equally regardless of nationality, gender, skin color, religion belief, birth, age, physical handicap, or personal, non-job-related personal trait. It also defined standard hiring methods for fair employment opportunities, while ensuring no threat whatsoever to any parties.
Responsibility to Customers Singha Estate’s policy strives for fine services given to customers, who deserve quality products of professional standards. It observes the rules of the Office of The Consumer Protection Board while strictly and fairly honoring all conditions, offers, or pledges given to customers. Its project advertisements must not mislead customers or the public about quality and prices, or about sales or service conditions. Further, it strictly maintains customers’ confidential information, and in its project designs, it takes into account residents’ safety and environmental impacts with a focus on energy conservation and choice of construction materials as well as decorations of superior quality and durability. In line with applicable laws, the Company provides guarantees of construction work and materials within certain periods. Finally, Singha Estate’s after-sales service consists of advice and assistance on product usage.
Environmental Stewardship Singha Estate relied on legal regulations in defining its environmental management policy by cultivating among all employees an attitude of participation in looking after their work environment as well as surrounding communities. Apart from optimizing resources, they must promote natural balance and take measures to control environmental impacts arising from business. In conforming to this approach, Singha Estate ingrains in its people awareness of the love of communities, nature, and the environment as a corporate culture leading to sustainable practices and ready to be conveyed to relevant parties. It also promotes participation in problem-solving with communities in parallel with community development. It conducts its business with due regard for impacts on the quality of life for customers and the environment, ranging from construction design to after-sales care through delivery of meticulous outcomes of sustainable craftsmanship.
Annual Report 2015
It also supports agencies and selfless officers in environmental conservation and stewardship while supporting projects of the public sector to forge awareness among the public. In its property development projects, it stresses the choice of environmentally friendly construction materials and decorative materials so that they may prove durable and worry-free for residents. Singha Estate’s purchasing policy stresses prices and costs suitable for business. Finally, all its projects have secured EIA certification and approval.
Society and Communities One of the business goals of Singha Estate is acceptance by society and communities that cooperate and establish good habitats. Its policy is to assist society so that we all may co-exist in a caring way. It cultivates in local residents homeland love and willingness to join in the conservation of natural resources and the environment so that their habitats may be sustainably attractive. The Company therefore actively promotes community participation in parallel with its business conduct while generating community income and upgrading residents’ expertise and capability so that they may recognize the value of sustainable environmental preservation. Singha Estate also contributes labor and budget to projects designed to improve the quality of life and living standards of communities while exercising caution to mitigate impacts on communities and their surroundings.
Innovations with Social, Environmental, and Stakeholder Responsibility With a policy advocating innovation to cater to customers’ needs with due regard for impacts on communities and surroundings, the Company lends support to not only its own operations, but also those of its business partners and contractors to enable
Singha Estate Public Company Limited The Future is Now
delivery of work with premium quality and standards without creating problems to those related parties and the surroundings. Singha Estate values this matter by incorporating it as part of the Company’s core strategies (see project details under “Corporate Strategy and Business Policy”).
Operations and Report Preparation Singha Estate conducts its social responsibility tasks under a policy defined as part of its core strategies by defining its stakeholders consisting of shareholders, investors, analysts, customers or consumers wishing to acquire residences, rent spaces, and use hotel accommodation, and so on, business partners, employees, competitors, creditors, and related sectors including society, communities, the environment, and relevant agencies. This year it focused on development of communities, society, and the environment. As for the preparation of a CSR report, the Company has defined principles under SET’s social responsibility approach as part of this annual report and Form 56-1. It so appears in another form: a separate report for shareholders, investors, and the interested public, entitled “Sustainable Development” at www.singhaestate.co.th to publicize its policy and projects or activities beneficial to society and the environment.
Projects and Activities for the Good of Society and the Environment Community and Social Development Local Employment Phi Phi Island Village Beach Resort joined in the employment of local residents by giving them an
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Corporate Social Responsibility
opportunity to serve tourists through long-tail boats. Interested persons signed up with the hotel for marine tour service provision. The hotel also promoted local handicraft promotion by buying and using them for hotel decoration and sale as souvenirs.
Ecotourism Promotion Phi Phi Island Village Beach Resort educated local guides to engage in tourism livelihood without harming the environment and educated tourists in ecotourism, forging awareness of environmental preservation as a good example for communities.
EM Solution Project Santiburi Resort and Spa fermented daily food waste and leftovers to obtain the EM solution, which is applied to wastewater treatment before watering plants and distribution to local residents to lower polluted water volume before discharging it to the sea. The hotel’s workshops preserved the environment and jointly identified their pros and cons on communities to map out preventive solutions.
Environmental Support to Local Conservation Officers Phi Phi Island Village Beach Resort supported the work of officers of the Noppharat Thara National Park, Phi Phi Islands, in both manpower and tools, and extended help in transporting articles and waste between the national park and Phuket province. In addition, it supported a patrol boat for their greater patrol efficiency.
The ESSE Asoke Condominium Singha Estate’s first condominium project was designed and developed with full regard for the surroundings and the quality of life of local communities. A green patch of more than one rai (0.25 acre) at the front of the project gives a lush, shady look to Asoke Road in Bangkok while preserving all big trees on the original plot. Besides, ultimate construction standards were applied here for community safety and strict mitigation of environmental impacts.
Expansion of Coral Planting In conjunction with Noppharat Thara National Park and Phi Phi Islands, Phi Phi Island Village Beach Resort took part in a project to rehabilitate and add natural corals by collecting damaged ones and replanting them in a plot in the propagation zone. Aspiring to preserve the marine ecology and make it sustainable, Singha Estate planned to undertake this project in the long term.
Advocating Bryde’s Whales as Bangkok’s Reserve Animal The Company joined in supporting a project to campaign for the listing of marine lives, hosted by the Department of Marine and Coastal Resources to promote Bryde’s whales and other rare marine animals as Bangkok’s and Thailand’s reserve (rare) animals. Today Bryde’s whales make up Thailand’s reserve animal No. 16 and Bangkok’s very first one. Singha Estate supported the publication of a whale conservation ecotourism manual for general distribution and staged a “Whales of Siam” exhibition on July 13, 2015 to publicize the Bryde’s whale conservation project. It will support this project in the long term to forge awareness of pollution reduction in the Chao Phraya River, which drains into the Gulf of Thailand, the habitat of these whales.
Annual Report 2015
Prevention of Engagement in Corrupt Practices The Board takes seriously anti-corruption moves, representing not only a devastating threat to free and fair trade, but a detrimental obstacle to the economy and society as well as a risk to sustainable growth. Singha Estate’s senior executives have therefore defined anti-corruption guidelines as part of its corporate values for treatment of its stakeholders. It not only is committed to conducting business with integrity, transparency, and anti-corruption, but will also adhere to all applicable laws dealing with anti-corruption in Thailand. As a rule, it promotes employees’ conformance by organizing training and stressing the significance of anti-corruption to employees from day one. To this end, executives are to be role models of virtue for the rank and file. Explicit preventive measures and punitive measures are also spelled out in the employees’ regulations. Today Singha Estate is preparing to enlist in the declaration of intention to join the Thailand Private Sector Collective Action Coalition against Corruption, with Thailand Institute of Directors (IOD) serving as the backbone of this effort.
Singha Estate Public Company Limited The Future is Now
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Risk Factors and Risk Management
RISK FACTORS AND RISK MANAGEMENT 01
Strategic Risks
1.1 Competition risks 1.2 Economic risks 1.3 Political and Policy risks Singha Estate’s performance is subject to heated competition in the property market, economic uncertainty, and political uncertainty in 2016, so the Company has formulated short-term, intermediateterm, and long-term business plans consisting of analysis of the overviews, economic and industrial outlooks, feasibility, and organizational structure planning, together with a review of manpower requirements, human capital development, and financial structure. One can then be ensured that Singha Estate’s business goals and strategies are practicable and that risks are manageable. In addition, the Company has required its different business units to monitor changes in variables and key external factors that could affect defined work plans, and has set up teams to monitor and periodically report on business plan updates to the Executive Committee.
02
Operational Risks
2.1 Human capital risks Since Singha Estate’s expansion may outpace timely personnel recruitment, it ensures that its manpower would suffice and that it can recruit qualified personnel as planned by defining its personnel tasks as part of the corporate business plans and strategic plans. To this end, the management has improved the efficiency of its recruitment process and analyzed its manpower requirement and human capital development plans in line with business growth under the long term, in addition to succession planning.
2.2 Project management risks Singha Estate is subject to project management risks dealing with construction cost control and construction time control. It is therefore possible for gross margins to fall if construction costs rise. Worse still, it could hurt Singha Estate’s image if it failed to deliver the project to customers in a timely manner. So, to lower these risks, the Company will engage in turnkey construction contracts, under which auction bidding and contractor selection are based on experience, quality, past profile, and price. The main condition is that the contractor is responsible for securing construction materials. All design and construction work, however, fall under the close supervision of Singha Estate’s Design and Construction Division, with years of skills and experience in construction supervision to ensure that the Company can manage the construction of residential properties for sale and ensure timely completion of construction work while staying under the budget.
2.3 Regulatory and compliance risks In developing new projects, Singha Estate must conform to relevant regulations, including EIAs, and laws. It is mandatory that the Company secure approval before kicking off construction work. Still, these regulations are well-known by the Company; should there be changes, they will be announced before strict enforcement.
03
Financial Risks
3.1 Foreign exchange risks Singha Estate’s overseas investment consists of hotel business investment in the UK, subjecting the Company to foreign exchange (forex) risks or volatility. The Company therefore drew up a policy and practical guidelines for forex risk management and engaged in purchasing futures foreign currencies while leveraging other suitable financial tools. That way, Singha Estate can keep forex risks manageable.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
3.2 Liquidity risks and interest rate risks
4.2 Environmental, health, and safety risks
To constantly manage projects and grow business as planned, Singha Estate needs to rely on funds from several sources, including financial institutions, commercial banks, and mobilization via capital markets. Several factors dictate the success of accessing such sources and the ability to mobilize enough funds to meet the need for a suitable cost of funds, including current market conditions and the confidence that financial institutions and investors have in Singha Estate and its management team. Over the years, the Company has garnered excellent funding support from several commercial banks, thanks to the reputation and financial security of the major shareholder, aided by the reputation and direct experience in the property business of the management team, which explains why Singha Estate is confident of fund mobilization at a suitable cost of funds, compatible with its manageable risks.
These risks are real in construction work, for instance, accidents. Also, it is possible that communities around project construction sites could protest environmental impacts, leading to Company’s loss of reputation. Therefore, to lower such risks, Singha Estate has engaged in turnkey construction contracts by auction bidding and contractor selection based on their experience, quality, and past profiles, including the ability to mitigate environmental, health, and safety risks in the course of their work. What is more, all construction work falls under a close watch by the Company’s design and construction team, well-known for skills and long years of experience in construction supervision, which ensures one that Singha Estate will be able to manage project construction work as planned under the scope of the environmental, health, and safety policy.
04
Other Key Risks
4.1 Merger and acquisition (M&A) risks Since by design, Singha Estate’s growth will predominantly come from acquisitions, investment, and joint investments, it is possible to face risks due to unrealistic price computation, leading to problematic situations and disputes in the M&A or takeover processes. The Company has therefore defined its explicit approach to select target companies. In addition, it has hired an M&A and due diligence consultant to scrutinize various risks, including legislation, compliance with laws and regulations, finance, accounting, and taxes, together with analysis of performance and capability for growth and development. All these moves ensure that Singha Estate’s M&As will succeed as planned and that M&As will be part of Singha Estate Group’s sustainable growth, as envisioned by its business plans.
4.3 Terrorism, pandemic, and natural disaster risks Based on its nature of business, Singha Estate is convinced that it has a low risk of becoming a terrorist target. In fact, all unrest incidents this year have had scarce impacts on the hotel business. Still, the Company has in place regularly-drilled emergency plans for severe incidents that could interrupt businesses. In addition, it has taken out insurance policies to ensure uninterrupted business.
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Connected Transactions
CONNECTED TRANSACTIONS
The related transactions between the Company and/or its subsidiaries with the related parties who may have conflict of interest with the Company and/or its subsidiaries as at 31 December 2014, and 31 December 2015 can be summarized as follows:
Transaction Value (Baht)
Individual / Juristic Person who May Have Conflict of Interest
Type of Related Transaction
Mr. Santi Bhirombhakdi
Long-term loan to related party
555,088
-
Zero-interest and maturity-ondemand long-term loan lending to Mr. Santi Bhirombhakdi
Boon Rawd Brewery Co., Ltd.
Revenue from services
341,837
-
Trade receivables Net
237,488
-
Considered a normal business transaction whereby customers from Boon Rawd Brewery Co., Ltd. received a regular corporate discount rate of 25% and a 30-day credit term – which were the rate and term given to agents and corporate customers – with no brokerage fee.
90,000,000
-
3%-p.a. interest-rate and maturityon-demand loans from related parties for working capital and construction of new projects
Deferred revenue
-
835,000,000
Rental income received in advance (upfront payment) in accordance with the long-term lease agreement for office space at Singha Complex Project
Revenue from sales
-
9,090,000
Revenue from sales of condominium unit
Loan from related parties
Boon Rawd Trading Co., Ltd.
2014
2015
Details and Rationale
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Transaction Value (Baht)
Individual / Juristic Person who May Have Conflict of Interest
Type of Related Transaction
Boon Rawd Trading International Co., Ltd.
Revenue from services
47,872
-
Trade receivables Net
47,872
-
Boonrawd Asia Co., Ltd.
EST Company (1993) Co., Ltd.
2014
2015
Trade payables
-
141,878
Payment for goods
-
611,346
Details and Rationale Considered a normal business transaction whereby customers from Boon Rawd Trading International Co., Ltd. received a regular corporate discount rate of 25% and a 30-day credit term – which were the rate and term given to agents and corporate customers – with no brokerage fee. Payment for drinking water, served and marketed at Santiburi Beach Resort and Spa
Revenue from services
360,000
-
Rental income in accordance with the 3-yeared rental agreement – with a starting date of 1 September 2013 and 30-day credit term – with EST Company (1993) Co., Ltd. Such agreement was terminated on 1 October 2014.
Other income
710,810
-
Revenue from utility service charges
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Connected Transactions
Individual / Juristic Person who May Have Conflict of Interest Santiburi Samui Country Club Co., Ltd.
Bo Phut Property and Resort Co., Ltd.
Type of Related Transaction Trade payables
Transaction Value (Baht) 2014
2015
Details and Rationale
3,513
-
Green fees that Santiburi Beach Resort and Spa collected in advance from their guests
Interest income
11,935,754
-
Interest income at the rate of 4.75% p.a. for maturity-on- demand longterm loans lending to Santiburi Samui Country Club Co., Ltd. Such loans were fully paid in December 2014.
Trade payables
-
320,607
Payment for goods
-
4,325,428
Payment for goods
-
503,171
Trade receivables – Net
44,940
-
Trade payables
42,947
-
Considered a normal business transaction whereby Santiburi Beach Resort and Spa sending their guests to Santiburi Samui Country Club, and the club billing the hotel for the green fee and other services. Considered a normal business transaction and based on ad hoc guest transferring agreements – whereby Santiburi Beach Resort and Spa transferring its guests to Bo Phut Resort and Spa at overbooking period, and vice versa, under agreed room exchange rates and a 30-day credit term – which was term given to agents and corporate customers Advertising expenses that Bo Phut Resort and Spa advanced for Santiburi Beach Resort and Spa for the hotel’s advertisements in newspapers and magazines.
Annual Report 2015
Individual / Juristic Person who May Have Conflict of Interest
Singha Estate Public Company Limited The Future is Now
Type of Related Transaction
Max Future Engineering Co., Ltd.
Trade payables
Contango Co., Ltd.
Trade receivables
Brand Family Co., Ltd.
FS JV CO Limited
Transaction Value (Baht) 2014 284,593
2015
Details and Rationale
-
Costs for the construction of the new back-of-house buildings and general stores and for the interior works of few villas at Santiburi Beach Resort and Spa, and the costs for renovations of Singha Park Asoke – of which building was demolished and the land was developed into a condominium The Esse Asoke. Costs, terms and conditions of such transactions were comparable to those done with third parties. Gross margin to Max Future Engineering Co., Ltd. was comparable to that of similar works with third parties.
-
77,522
Consulting fees and advertising expenses
Payment for goods
-
391,433
Trade receivables
-
2,990,864
Payment for goods
-
128,400
Loan to joint venture company
-
2,149,138,000
Consulting fees and advertising expenses
Maturity-on-demand and LIBOR +6.50% p.a. interest-rate loan lending to joint venture company to fund the acquisition of 26-hotel portfolio in United Kingdom
122 - 123
Responsibility of the Board of Directors to Financial Statements Auditor’s Report
RESPONSIBILITY OF THE BOARD OF DIRECTORS TO FINANCIAL STATEMENTS The Board of Directors of Singha Estate Public Company Limited (“the Company”) is responsible for the consolidated financial statement of the Company and its subsidiaries as well as financial information in the annual report. The financial statement is prepared in accordance with generally accepted accounting standards which are appropriately applied on a consistent basis. Conservation judgment and best estimate are adopted in this preparation. In addition, all important information is adequately disclosed in the notes to financial statements.
sufficient to secure its assets. Moreover, all possible weakness could be found to prevent fraud or material unusual transactions.
The Board of Directors has set up and maintained an effective internal control to reasonably ensure that all accounting records are accurate, complete and
The Board of Directors has appointed the Audit Committee which comprises independent directors, to control quality of financial report and internal control system. The opinion of the Audit Committee on this matter has already been presented in the Report of Audit Committee. The Board of Directors is of an opinion that internal control systems of the Company are in the satisfactory and sufficient level to reasonably build the confidence in the reliability of the consolidated financial statements of the Company and its subsidiaries as of 31 December 2015.
Mr. Chutinant Bhirombhakdi
Mr. Naris Cheyklin
Chairman
Director and Chief Executive Officer
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
AUDITOR’S REPORT
To the Shareholders of Singha Estate Public Company Limited I have audited the accompanying consolidated and company financial statements of Singha Estate Public Company Limited and its subsidiaries and of Singha Estate Public Company Limited, which comprise the consolidated and company statements of financial position as at 31 December 2015, and the related consolidated and company statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other notes.
Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.
Opinion In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position of Singha Estate Public Company Limited and its subsidiaries and of Singha Estate Public Company Limited as at 31 December 2015, and its consolidated and company results of operations and its cash flows for the year then ended in accordance with Thai Financial Reporting Standards.
Vichien Khingmontri Certified Public Accountant (Thailand) No. 3977 PricewaterhouseCoopers ABAS Ltd. Bangkok 26 February 2016
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Consolidated and Company Financial Statements
Singha Estate Public Company Limited
Consolidated and Company Financial Statements
31 December 2015
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited Statement of Financial Position As at 31 December 2015
Consolidated
Notes
Company
31 December
31 December
1 January
31 December
31 December
2015
2014
2014
2015
2014
2014
Restated
Restated
Restated
Restated
Baht
Baht
Baht
Baht
13,969,605
Baht
Baht
1 January
Assets Current assets Cash and cash equivalents
9
509,388,490
766,384,921
429,198,465
199,581,480
330,802,052
Short-term investments
10
389,728,340
131,849,174
-
366,224,659
130,556,937
-
Trade and other receivables, net
11
337,669,788
52,771,844
12,664,888
7,043,872
15,678,614
3,542,073
Amounts due from related parties
31
32,924,626
72,497
91,267,993
101,010,767
257,585,959
-
Short-term loans to related parties
31
-
-
219,500,000
1,898,509,600
2,626,500,000
-
Costs of property development
12
7,660,351,440
794,828,739
-
1,695,833,141
523,679,855
913,425,973
Inventories
13
675,185,095
33,022,098
17,294,620
18,848,703
20,137,753
-
189,107,154
40,047,851
4,356,915
55,352,396
32,203,580
5,680,164
9,794,354,933
1,818,977,124
774,282,881
4,342,404,618
3,937,144,750
936,617,815
Other current assets Total current assets Non-current assets Restricted bank deposits Amounts due from a related party
14,419,720
51,054,294
1,351,112
2,651,494
1,368,732
-
31
-
-
-
108,792,000
-
-
Long-term loan to a related party
31
2,140,138,000
-
-
-
-
-
Investment in a joint venture, net
14
-
-
-
-
-
-
Investments in subsidiaries
14
Land held for development
-
-
-
45,150,987
1,499,620,380
1,097,581,054
8,137,426,702 11,931,840,319 -
-
394,856,000
173,850,000
Investments property
15
8,374,952,359
4,385,598,217
3,605,239,199
185,700,000
182,600,000
126,700,000
Property, plant and equipment, net
16
3,507,143,153
3,101,571,227
446,499,014
917,175,612
760,813,274
7,785,993
Goodwill
17
941,939,668
398,995,748
-
-
-
-
Intangible assets, net
18
438,594,355
22,978,766
85,239
16,456,410
4,885,311
498,713
Deferred income tax assets
19
36,959,951
7,114,142
3,983,377
859,587
3,083,891
9,850,701
13,977,026
1,775,810
704,165
1,601,848
809,140
112,600
Total non-current assets
15,513,275,219
9,468,708,584
5,155,443,160
9,370,663,653 13,280,256,667
318,798,007
Total assets
25,307,630,152 11,287,685,708
5,929,726,041 13,713,068,271 17,217,401,417
1,255,415,822
Other non-current assets
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
126 - 127
Consolidated and Company Financial Statements
Singha Estate Public Company Limited Statement of Financial Position As at 31 December 2015
Consolidated
Notes
Company
31 December
31 December
1 January
31 December
31 December
2015
2014
2014
2015
2014
1 January 2014
Restated
Restated
Restated
Restated
Baht
Baht
Baht
Baht
Baht
Baht
Liabilities and shareholders’ equity Current liabilities Bank overdrafts and short-term loans 21
6,241,343,947
3,166,856,000
-
2,284,649,200
3,166,856,000
-
Trade and other payables
from financial institutions
20
525,528,384
234,728,491
36,416,982
115,871,833
164,923,283
42,933,648
Amounts due to related parties
31
824,576
33,496
366,210
20,437,880
30,743,880
300,000
Current portion of long-term loans
21
579,144,916
38,277,447
11,000,000
420,630,987
38,277,447
61,227,348
Short-term loans from others
32
530,000,000
-
-
-
-
-
Short-term loans from related parties
31
-
90,555,088
16,000,000
576,205,515
7,783,598,859
-
Income tax payable
636,021
5,569,472
5,183,617
-
591,331
5,921,563
Retention payables
71,990,373
25,060,388
952,894
14,607,023
23,994,761
27,180,467
103,449,095
73,336,312
23,076,163
27,105,810
29,505,886
14,012,533
8,052,917,312
3,634,416,694
92,995,866
3,459,508,248 11,238,491,447
151,575,559
Other current liabilities Total current liabilities Non-current liabilities Long-term loans from related parties
31
-
-
46,659,230
-
-
Long-term loans, net
21
4,096,618,171
504,788,625
555,088
1,024,418,339
504,788,625
333,113,605 -
Employee benefits obligation
22
39,270,528
21,404,633
18,408,554
8,979,764
3,363,754
6,687,512
Deferred income tax liabilities
19
227,859,161
176,011
-
-
-
-
Deferred revenue from a related party
31
835,000,000
-
-
-
-
-
125,824,240
463,452
-
18,294,313
-
-
5,324,572,100
526,832,721
65,622,872
1,051,692,416
508,152,379
339,801,117
13,377,489,412
4,161,249,415
158,618,738
4,511,200,664 11,746,643,826
491,376,676
Other non-current liabilities Total non-current liabilities
Total liabilities
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited Statement of Financial Position As at 31 December 2015
Consolidated
Notes
Company
31 December
31 December
1 January
31 December
31 December
2015
2014
2014
2015
2014
1 January 2014
Restated
Restated
Restated
Restated
Baht
Baht
Baht
Baht
Baht
Baht
7,348,290,786
4,712,350,732
4,235,000,000
7,348,290,786
4,712,350,732
549,999,986
5,715,337,268
-
-
5,715,337,268
-
-
-
4,712,350,732
-
-
4,712,350,732
-
-
-
4,235,000,000
-
-
-
Liabilities and shareholders’ equity (continued) Shareholders’ equity Share capital Registered share capital 7,348,290,786 ordinary shares at par of Baht 1 each (31 Dember 2014: 4,712,350,732 ordinary shares at par of Baht 1 each and 1 January 2014: 42,350,000 ordinary shares at par of Baht 100 each)
23
Issued and paid-up share capital 5,715,337,268 ordinary shares at par of Baht 1 each 4,712,350,732 ordinary shares at par of Baht 1 each 42,350,000 ordinary shares at par of Baht 100 each 549,998,401 ordinary shares at -
-
-
-
-
549,998,401
Premium on share capital
par of Baht 1 each
2,938,522,032
-
-
6,583,246,412
3,644,724,380
23,477,851
Premium from acquisition
551,146,278
551,146,278
-
-
-
-
(21,429,042)
(21,499,842)
-
-
-
-
-
-
- (2,931,610,254) (2,931,610,254)
-
Discount from acquisition of non-controlling interest Discount from business transferred under common control Retained earnings Appropriated - Legal reserve
24
10,000,000
10,000,000
10,000,000
31,180,388
31,180,388
31,180,388
1,615,328,275
1,872,743,297
1,526,107,303
(198,870,209)
13,667,595
159,382,506
(44,715,294)
769,714
-
2,584,002
444,750
-
10,764,189,517
7,125,510,179
5,771,107,303
9,201,867,607
5,470,757,591
764,039,146
1,165,951,223
926,114
-
-
-
-
Total shareholders' equity
11,930,140,740
7,126,436,293
5,771,107,303
9,201,867,607
5,470,757,591
764,039,146
Total liabilities and shareholders’ equity
25,307,630,152 11,287,685,708
5,929,726,041 13,713,068,271 17,217,401,417
1,255,415,822
Unappropriated Other components of shareholders’ equity
25
Total parent's shareholders’ equity Non-controlling interests
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
128 - 129
Consolidated and Company Financial Statements
Singha Estate Public Company Limited Statement of Comprehensive Income For the year ended 31 December 2015 Consolidated 2015
Company 2014
2015
Restated Notes
2014 Restated
Baht
Baht
Baht
Baht
367,384,654
Revenue from sales of house and 1,015,046,049
142,767,875
110,414,490
Revenue from rental and services
condominium units
1,134,347,575
226,813,182
273,024,509
12,780,393
Costs of house and condominium unit sold
(758,744,191)
(113,034,795)
(83,287,087)
(267,182,833)
Costs of rental and services
(647,661,317)
(118,589,001)
(244,825,336)
(37,017,383)
742,988,116
137,957,261
55,326,576
75,964,831
166,788,456
620,847,261
257,071,784
26,467,946
Selling expenses
(260,201,705)
(37,228,198)
(61,423,559)
(42,336,394)
Administrative expenses Financial costs (interest expenses) Share loss from investment in a joint venture
(663,297,081) (202,885,772) (41,318,814)
(349,098,889) (28,053,841) -
(371,916,409) (88,232,114) -
(159,198,995) (39,956,508) -
(257,926,800)
344,423,594
(209,173,722)
(139,059,120)
9,953,039
3,386,525
(1,936,137)
(6,655,791)
(247,973,761)
347,810,119
(211,109,859)
(145,714,911)
5,138,587
-
(1,784,931)
-
(1,027,717)
-
356,986
-
4,110,870
-
(1,427,945)
-
(47,342,052)
-
-
-
2,321,305
880,902
2,674,065
555,937
(464,261)
(111,188)
(534,813)
(111,187)
(45,485,008)
769,714
2,139,252
444,750
(41,374,138)
769,714
711,307
444,750
(289,347,899)
348,579,833
(210,398,552)
(145,270,161)
Gross profit Other income
26
14
Profit (loss) before income taxes Income taxes Profit (loss) for the year
28
Other comprehensive income, net of tax Items that will not be reclassified to profit or loss - Remeasurements of post-employment benefit obligations - Income tax on items that will not be reclassified Total items that will not be reclassified to profit or loss, net of tax Items that will be reclassified subsequently to profit or loss - Change in transalation on financial statements - Change in value of available-for-sale investments - Income tax relating to items that will be reclassified Total itmes that will be reclassified subsequently to profit or loss, net of tax Total other comprehensive income (expense), net of tax Total comprehensive income (expense) for the year
The notes to the consolidated and company financial statements are an integral part of this financial statements.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited Statement of Comprehensive Income For the year ended 31 December 2015
Consolidated 2015
Company 2014
2015
Restated Note
2014 Restated
Baht
Baht
Baht
Baht
(260,835,791)
346,635,994
(211,109,859)
(145,714,911)
12,862,030
1,174,125
-
-
(247,973,761)
347,810,119
(211,109,859)
(145,714,911)
(302,900,030)
347,405,708
(210,398,552)
(145,270,161)
13,552,131
1,174,125
-
-
(289,347,899)
348,579,833
(210,398,552)
(145,270,161)
(0.05)
0.07
(0.04)
(0.08)
Profit (loss) attributable to: Owners of the parent Non-controlling interests
Total comprehensive income (expense) attributable to: Owners of the parent Non-controlling interests
Earnings (loss) per share Basic earnings (loss) per share
29
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements are an integral part of this financial statements.
23
3
-
4,712,350,732
-
-
-
-
-
-
477,350,732
4,235,000,000
-
-
2,938,522,032
5,715,337,268
4,235,000,000
-
-
-
-
-
-
2,938,522,032
-
-
-
-
-
-
-
-
-
551,146,278
-
-
551,146,278
-
-
-
551,146,278
-
-
-
-
-
-
-
551,146,278
-
551,146,278
Baht
(21,499,842)
-
(21,499,842)
-
-
-
(21,429,042)
-
-
-
-
70,800
-
-
(21,499,842)
-
(21,499,842)
Baht
from acquisition controlling interest
Consolidated
10,000,000
-
-
-
10,000,000
-
10,000,000
10,000,000
-
-
-
-
-
-
-
10,000,000
-
10,000,000
Baht
- legal reserve
Appropriated
The notes to the consolidated and company financial statements are an integral part of this financial statements.
1,872,743,297
346,635,994
-
-
1,526,107,303
977,773,654
548,333,649
1,615,328,275
-
-
-
(257,415,022)
-
-
-
1,872,743,297
1,575,186,980
297,556,317
Baht
Unappropriated
Retained earnings
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
Closing balance as at 31 December 2014
for the year
Total comprehensive income (expense)
non-controlling interests
Increase from acquisition of
Increase from business acquisition
Balance after adjusted
Adjustment
as previously reported
Opening balance as at 1 January 2014
Closing balance as at 31 December 2015
Change in non-controlling interests
increase of a subsidiary's shares capital
Increase of non-controlling interests from
Dividend paid of subsidiaries
for the year
Total comprehensive income (expense)
shareholding in subsidiaries
Increase in percentage of
23
1,002,986,536
Effect from business acquisition
Increase from business acquisition
-
4,712,350,732
Baht
share capital
Baht
share capital
4,712,350,732
3
Notes
acquision of non-
Premium on
paid-up
Premium
Discount from
Issued and
Balance after adjusted
Adjustment
as previously reported
Opening balance as at 1 January 2015
For the year ended 31 December 2015
Statement of Changes in Shareholders’ Equity
Singha Estate Public Company Limited
-
-
-
-
-
-
-
(47,342,052)
-
-
-
(47,342,052)
-
-
-
-
-
-
Baht
adjustment
Transalation
769,714
769,714
-
-
-
-
-
2,626,758
-
-
-
1,857,044
-
-
-
769,714
-
769,714
Baht
investments
of available-for-sale
Fair value reserve
shareholders’ equity
Other components of
769,714
769,714
-
-
-
-
-
(44,715,294)
-
-
-
(45,485,008)
-
-
-
769,714
-
769,714
Baht
equity
926,114
1,174,125
9,952,178
(10,200,189)
-
-
-
1,165,951,223
776
306,250,150
(49,685,783)
13,552,131
(2,570,800)
897,478,635
-
926,114
-
926,114
Baht
interests
shareholders’ Non-controlling
Total parent's
Total
7,126,436,293
348,579,833
(11,547,664)
1,018,296,821
5,771,107,303
977,773,654
4,793,333,649
11,930,140,740
776
306,250,150
(49,685,783)
(289,347,899)
(2,500,000)
897,478,635
3,941,508,568
7,126,436,293
1,575,186,980
5,551,249,313
Baht
equity
shareholders’
8
130 - 131 Consolidated and Company Financial Statements
23
Increase of share capital during the year
23,477,851
3,644,724,380
4,712,350,732
(2,931,610,254)
-
(2,931,610,254)
-
-
-
-
(2,931,610,254)
-
-
(2,931,610,254)
-
(2,931,610,254)
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
Closing balance as at 31 December 2014
-
-
Discount from business transferred under common control
3,621,246,529
549,998,401 4,162,352,331
-
-
23,477,851
6,583,246,412
5,715,337,268
549,998,401
-
-
Total comprehensive income (expense) for the year
Balance after adjusted
3
Adjustment
as previously reported
Opening balance as at 1 January 2014
Closing balance as at 31 December 2015
Total comprehensive income (expense) for the year
3,644,724,380 2,938,522,032
4,712,350,732 1,002,986,536
23
Balance after adjusted
Increase of share capital during the year
3,644,724,380 -
4,712,350,732
Baht
common control
share capital
share capital Baht
transferred under
Premium on
paid-up Baht
from business
Discount Issued and
-
3
Notes
Adjustment
as previously reported
Opening balance as at 1 January 2015
For the year ended 31 December 2015
Statement of Changes in Shareholders’ Equity
Singha Estate Public Company Limited
31,180,388
-
-
-
31,180,388
-
31,180,388
31,180,388
-
-
31,180,388
-
31,180,388
Baht
13,667,595
(145,714,911)
-
-
159,382,506
32,364,003
127,018,503
(198,870,209)
(212,537,804)
-
13,667,595
47,647,486
(33,979,891)
Baht
- legal reserve Unappropriated
Appropriated
Retained earnings
Company
444,750
444,750
-
-
-
-
-
2,584,002
2,139,252
-
444,750
-
444,750
Baht
investments
of available-for-sale
Fair value reserve
shareholders’ equity
Other components of Total
9
5,470,757,591
(145,270,161)
(2,931,610,254)
7,783,598,860
764,039,146
32,364,003
731,675,143
9,201,867,607
(210,398,552)
3,941,508,568
5,470,757,591
47,647,486
5,423,110,105
Baht
equity
shareholders’
Annual Report 2015 Singha Estate Public Company Limited The Future is Now
132 - 133
Consolidated and Company Financial Statements
Singha Estate Public Company Limited Statement of Cash Flows For the year ended 31 December 2015
Consolidated 2015
Company 2014
2015
Restated Notes
2014 Restated
Baht
Baht
Baht
Baht
(257,926,800)
344,423,594
(209,173,722)
(139,059,120)
148,222,437
31,754,654
82,284,479
9,810,990
1,213,329
(1,492,590)
-
-
(4,402,264)
-
(2,627,064)
-
Cash flows from operating activities Profit (loss) for the year before income taxes Adjustment to reconcile net profit (loss) for cash receipts (payments) from operations Depreciation and amortisation expenses
16, 18
Allowance for doubtful account Gains on disposal of short-term investments Losses from liquidation of subsidiaries Gains from business acquisition
11
-
-
27,912,037
-
(71,000,000)
-
-
-
28,900,000
(575,707,674)
28,900,000
(4,900,000)
(Gains) lossess on from adjust fair values of invetsments property (Reversal of) employee benefits obligation (Gains) lossess on disposal of assets
19,026,157
(5,939,330)
4,655,927
(3,323,758)
(9,968,939)
18,244,398
(58,560,724)
3,303,309
(20,133,900)
-
(20,133,900)
-
41,318,814
-
-
-
Net unrealised (gains) losses on exchage rate of long-term loans Share loss from investment in a joint venture Dividend income
-
-
(93,712,087)
-
Interest income
(34,847,194)
(11,129,129)
(56,469,426)
(10,403,197)
Financial costs
202,885,772
28,053,841
88,232,114
39,956,508
43,287,412
(171,792,236)
(208,692,366)
(104,615,268)
(439,572,655)
14,577,145
(746,436,743)
389,746,118
(21,126,884)
(63,395,153)
8,634,742
95,281,798
(464,746)
91,195,496
207,651,813
(257,585,959)
(639,261,714)
(1,853,624)
1,289,050
(1,395,495)
Other current assets
(16,663,855)
(35,690,936)
(17,025,745)
(26,523,413)
Other non-current assets
(22,421,025)
(409,585)
(729,708)
(700,372)
Trade and other payables
(78,288,980)
198,311,509
(50,465,535)
113,419,674
791,080
332,714
(14,415,693)
30,443,880
Cash flows before changes in working capital Changes in working capital Costs of property development Trade and other receivables Amounts due from related parities Inventories
Amounts due from related parties Retention payables Other current liabilities Other non-current liabilities Cash generated from (used in) operating activities Employee benefit paid Interest paid Income tax paid Net cash generated from (used in) operating activities
5,166,985
24,107,494
(9,387,738)
(3,185,706)
765,563
29,239,943
(2,400,077)
(5,816,664)
808,469,917
-
15,228,686
-
(359,318,902)
84,622,767
(816,749,314)
229,068,593
(2,412,892)
-
(824,848)
-
(207,594,477)
(28,053,841)
(83,361,023)
(39,956,508)
(66,963,668)
(6,412,580)
(6,464,081)
(5,330,232)
(636,289,939)
50,156,346
(907,399,266)
183,781,853
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited Statement of Cash Flows For the year ended 31 December 2014 2015
Notes Cash flows from investing activities Notes Cash receipts from short-term loans to related parties 31 Cash flows from operating activities Cash payments for short-term loans to related parties 31 Profit (loss) for the year before income taxes Cash payments for long-term loans to a related party 31 Adjustment to reconcile net profit (loss) for Decrease (increase) in restricted bank deposits cash receipts from operations Proceeds from(payments) disposal of property and equipment Depreciation amortisation Proceeds fromand disposal of landexpenses held for development 16, 18 Allowance for doubtful account 11 Cash payments for purchase intangible assets Gains on disposal short-term investments Cash payments forofpurchase invetsments property Cash payments for purchase land held for development Losses from liquidation of subsidiaries Cash payments for purchase property, plant Gains from business acquisition and eqipment (Gains) lossess on from adjust fair values of Cash payments for purchase investments in subsidiaries invetsments property Cash payments for purchase avialable-for-sale (Reversal of) employee benefits investment obligation Cash receipts from disposal of avialable-for-sale (Gains) lossess on disposal of assets investment Net lossesacquisition on exchage rate Cashunrealised payments(gains) for business 30.2 of long-term Cash paymentsloans for investment in a joint venture Share loss from investment in a joint venture Cash receipts from dividends Cash receipts from interest income Dividend income Interest income Net cash used in investing activities Financial costs Cash flows from financing activities Cash before changesfrom in working capital Cashflows receipts (payments) short-term loans from financial capital institutions Changes in working Cash receipts fromdevelopment short-term loans from Costs of property related parties Trade and other receivables Repayments short-term from Amounts dueoffrom related loans parities related parties Inventories Cash receipts from short-term loans from others Other current assets Cash receipts from long-term loans from Other non-current assets financial institutions Trade and other payables Repayments of long-term loans from Amounts from related parties financialdue institutions Retention payables Cash receipts from issued share capital of subsidiaries Other current liabilities Cash receipts fromliabilities issued share capital Other non-current Dividend paid of subsidiaries Cash generated from (used in) operating activities Net cash generated from financing activities Employee benefit paid Interest paid Income tax paid Net cash generated from (used in) operating activities
Consolidated Consolidated 2015 2014 Restated 2015 2014 Baht Baht Restated Baht (257,926,800) (2,166,060,000) 44,592,274 55,462,842 148,222,437 21,300,000 1,213,329 (60,606,904) (4,402,264) (154,949,708) (614,441,453)-
Company Company 2015 2015 Baht
Baht Baht Baht 286,156,248 3,113,500,000 (66,656,248) (2,420,509,600) (2,626,500,000) 344,423,594 (209,173,722) (139,059,120) (1,282,762) 1,034,037 31,754,654 82,284,4799,810,990361,125,300 (1,492,590) (4,843,728) (12,924,281)(4,843,728)(2,627,064) (140,767,046)(32,000,000) (51,004,253)(434,039,326)(221,006,000)27,912,037-
(71,000,000) (421,070,864) (2,632,594,287) (240,686,112) (2,500,000) (273,249,560) (2,570,099,906) 28,900,000 (575,707,674) 28,900,000 (3,589,241,735) 19,026,157 (9,968,939) 3,338,085,290 (4,414,070,404) (20,133,900) (41,318,814) 41,318,8142,459,811-
2014 Restated 2014 Baht Restated
(130,001,000) (3,291,241,735) (5,939,330) 4,655,927 18,244,39811,129,129-
(58,560,724) 3,060,874,294 (20,133,900)93,712,0875,392,805 (93,712,087)
(269,300,337) (13,249,560) (4,900,000) (130,001,000) (3,323,758) 3,303,30910,403,197-
(34,847,194) (11,129,129) (56,469,426) (10,403,197) (8,002,359,665) (3,023,740,518) (2,294,231,173) (3,305,501,681) 202,885,772 28,053,841 88,232,114 39,956,508 43,287,412 2,666,686,338
(171,792,236) 3,166,856,000
(208,692,366) (882,206,800)
(104,615,268) 3,144,796,803
(439,572,655) (21,126,884)-
14,577,145 74,000,000 (63,395,153)
(746,436,743) 743,205,515 8,634,742
389,746,118 285,548,748 95,281,798
(464,746) (108,938,088) (639,261,714) 153,597,000 (16,663,855)
91,195,496 (1,853,624) (35,690,936)
207,651,813 (167,000,000) 1,289,050 (17,025,745)
(257,585,959) (1,395,495) (26,523,413)
(22,421,025) 13,659,899,487 (78,288,980)
(409,585) 65,856,032 198,311,509
(729,708) 1,465,183,226 (50,465,535)
(700,372) 65,856,032 113,419,674
791,080 (10,760,837,311) 5,166,985 306,250,027 765,563 2,449,430,232 808,469,917 (49,685,783)
332,714 (61,227,348) 24,107,494 29,239,943--
(14,415,693) (543,066,072) (9,387,738) (2,400,077)2,449,430,232 15,228,686 -
30,443,880 (61,227,348) (3,185,706) (5,816,664)--
(359,318,902) 8,316,401,902 (2,412,892)
84,622,767 3,245,484,684 -
(816,749,314) 3,065,546,101 (824,848)
229,068,593 3,434,974,235 -
(207,594,477)
(28,053,841)
(83,361,023)
(39,956,508)
(66,963,668)
(6,412,580)
(6,464,081)
(5,330,232)
(636,289,939)
50,156,346
(907,399,266)
183,781,853
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The The notes notes to to the the consolidated consolidated and and company company financial financial statements statements on on pages pages 13 13 to to 78 78 are are an an integral integral part part of of this this financial financial statements. statements.
134 - 135
Consolidated and Company Financial Statements
Singha Estate Public Company Limited Statement of Cash Flows For the year ended 31 December 2015
Consolidated
Company
2015
2014
2015
Restated Notes
2014 Restated
Baht
Baht
Baht
Baht
(322,247,702)
271,900,512
(136,084,338)
313,254,407
(21,420,052)
-
-
-
68,587,605
65,285,944
4,863,766
3,578,040
Cash and cash equivalents at beginning of the year
766,384,921
429,198,465
330,802,052
13,969,605
Cash and cash equivalents at ending of the year
491,304,772
766,384,921
199,581,480
330,802,052
Net increase (decrease) in cash and cash equivalents Gains (losses) on exchange rate on cash and cash equivalents Cash increase from business acquisition
For the purposes of the statement of cash flows, cash and cash equivalents are comprised of: Cash and cash equivalents
9
509,388,490
766,384,921
199,581,480
330,802,052
Bank overdrafts
21
(18,083,718)
-
-
-
491,304,772
766,384,921
199,581,480
330,802,052
1,492,078,336
-
1,492,078,336
7,783,598,859
-
-
-
4,134,991,900
Cash and cash equivalents at ending of the year Non-cash transaction Material non-cash transaction as of 31 December as follows: Increase in investments by share issuance Increase in investments by note payable Increase in amounts due to related parties from disposal of land - cost of property development
-
-
108,792,000
-
Increase in net assets from entire business transfer
-
-
45,080,963
-
Decrease in short-term loans to related parties
-
-
35,000,000
-
-
- (7,783,598,859)
-
18,780,000
-
-
-
2,500,000
-
-
-
Decrease in short-term loans from related parties from liquidation Increse of property, plant and equipment from valuation Decrease from purchase in non-controlling interests Increase in non-controlling interest from business acquisition Increase in goodwill from business acquisition
897,479,000
-
-
-
557,967,920
-
-
-
The notes to the consolidated and company financial statements are an integral part of this financial statements.
The notes to the consolidated and company financial statements on pages 13 to 78 are an integral part of this financial statements.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited
Notes to the Consolidated and Company Financial Statements
For The Year Ended 31 December 2015
Singha Estate Public Company Limited
Notes to and Financial Statements 136 Notes-to137 the Consolidated Company Financial Statements For the year ended 31 December 2015 1
General information Singha Estate Public Company Limited (“the Company”) is a public company limited incorporated in Thailand. The address of the Company’s registered office is as follows: Head office: 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok. Branch: 1) 12/12 Moo 1, Tambol Mae Nam, Samui, Suratthani 2) 8/299, 8/300 Cheroen Nakon Road, Ton Sai, Klong San, 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 Group is engaged in development and investment of real estate for rental and sale, in hospitality business and in related business in Thailand and overseas. This consolidated and company financial statements was authorised by the Board of Directors on 26 February 2016.
2
Accounting policies The principal of accounting policies applied in the preparation of these consolidated and company financial statements 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 Profession Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act. The consolidated and company financial statements have been prepared under the historical cost convention except the measurement of available-for-sale investments and investment property at fair value, which has been explained in the relevant accounting policies. The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 6. An English version of the consolidated and company financial statements have been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail.
Singha Estate Public Company Limited
Annual Report Notes to the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015
Singha Estate Public Company Limited The Future is Now
2
Accounting policies (continued)
2.2
New financial reporting standards and revised financial reporting standards and interpretations a)
New financial reporting standards and revised financial reporting standards which are effective on 1 January 2015 are as follows: TAS 1 (revised 2014) TAS 2 (revised 2014) TAS 7 (revised 2014) TAS 8 (revised 2014) TAS 10 (revised 2014) TAS 11 (revised 2014) TAS 12 (revised 2014) TAS 16 (revised 2014) TAS 17 (revised 2014) TAS 18 (revised 2014) TAS 19 (revised 2014) TAS 20 (revised 2014) TAS 21 (revised 2014) TAS 23 (revised 2014) TAS 24 (revised 2014) TAS 26 (revised 2014) TAS 27 (revised 2014) TAS 28 (revised 2014) TAS 29 (revised 2014) TAS 33 (revised 2014) TAS 34 (revised 2014) TAS 36 (revised 2014) TAS 37 (revised 2014) TAS 38 (revised 2014) TAS 40 (revised 2014) TFRS 2 (revised 2014) TFRS 3 (revised 2014) TFRS 5 (revised 2014) TFRS 6 (revised 2014) TFRS 8 (revised 2014) TFRS 10 TFRS 11 TFRS 12 TFRS 13 TSIC 10 (revised 2014) TSIC 15 (revised 2014) TSIC 25 (revised 2014) TSIC 27 (revised 2014) TSIC 29 (revised 2014) TSIC 31 (revised 2014) TSIC 32 (revised 2014) TFRIC 1 (revised 2014) TFRIC 4 (revised 2014) TFRIC 5 (revised 2014) TFRIC 7 (revised 2014) TFRIC 10 (revised 2014) TFRIC 12 (revised 2014) TFRIC 13 (revised 2014) TFRIC 14
Presentation of financial statements Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Property, plant and equipment Leases Revenue Employee benefits Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Related party disclosures Accounting and reporting by retirement benefit plans Separate financial statements Investments in associates and joint ventures Financial reporting in hyperinflationary economies Earnings per share Interim financial reporting Impairment of assets Provisions, contingent liabilities and contingent assets Intangible assets Investment property Share-based payment Business combinations Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Operating segments Consolidated financial statements Joint arrangements Disclosure of interests in other entities Fair value measurement Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS29 (revised 2014) Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes TAS 19 - The limit on a defined benefit asset, minimum funding
Singha Estate Public Company Limited
Notes to and Financial Statements 138 Notes-to139 the Consolidated Company Financial Statements For the year ended 31 December 2015 2
Accounting policies (continued)
2.2
New financial reporting standards and revised financial reporting standards and interpretations (continued) a)
New financial reporting standards and revised financial reporting standards which are effective on 1 January 2015 are as follows: (continued) TFRIC 15 (revised 2014) TFRIC 17 (revised 2014) TFRIC 18 (revised 2014) TFRIC 20
Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers Stripping costs in the production phase of a surface mine
The Group has applied the aforementioned financial reporting standards from 1 January 2015. However, the application of those financial reporting standards has no significant impacts to the financial statements being presented, except the following accounting standards: TAS 1 (revised 2014), the main change is that a requirement for entities to group items presented in ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented in OCI. TAS 16 (revised 2014) indicates that spare part, stand-by equipment and servicing equipment are recognised as PPE when they meet the definition of PPE. Otherwise, such items are classified as inventory. TAS 19 (revised 2014), the key changes are (a) actuarial gains and losses are renamed ‘remeasurements’ and will be recognised immediately in ‘other comprehensive income’ (OCI). Actuarial gains and losses will no longer be deferred using the corridor approach or recognised in profit or loss; and (b) past-service costs will be recognised in the period of a plan amendment; unvested benefits will no longer be spread over a future-service period. TAS 27 (revised 2014) provides the requirements relating to separate financial statements. TAS 28 (revised 2014) provides the requirements for investment in associates and joint ventures accounted by equity method. TAS 34 (revised 2014), the key change is the disclosure requirements for operating segment. An entity shall disclose information of a measure of total assets and liabilities for a particular reportable segment if such amounts are regularly provided to the chief operating decision maker and if there has been a material change from the amount disclosed in the last annual financial statements for that reportable segment. TFRS 10 has a single definition of control and supersedes the principles of control and consolidation included within the original TAS 27, ‘Consolidated and separate financial statements’. The standard sets out the requirements for when an entity should prepare consolidated financial statements, defines the principles of control, explains how to apply the principles of control and explains the accounting requirements for preparing consolidated financial statements. The key principle in the new standard is that control exists, and consolidation is required, only if the investor possesses power over the investee, has exposure to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. TFRS 11 defines that a joint arrangement is a contractual arrangement where at least two parties agree to share control over the activities of the arrangement. Unanimous consent toward decisions about relevant activities between the parties sharing control is a requirement in order to meet the definition of joint control. Joint arrangements can be joint operations or joint ventures. The classification is principle based and depends on the parties’ exposure in relation to the arrangement. When the parties’ exposure to the arrangement only extends to the net assets of the arrangement, the arrangement is a joint venture. Joint operations have rights to assets and obligations for liabilities. Joint operations account for their rights to assets and obligations for liabilities. Joint ventures account for their interest by using the equity method of accounting.
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements Annual For the Report year ended 31 December 2015
2015
Singha Estate Public Company Limited The Future is Now
2
Accounting policies (continued)
2.2
New financial reporting standards and revised financial reporting standards and interpretations (continued) a)
New financial reporting standards and revised financial reporting standards which are effective on 1 January 2015 are as follows: (continued) TFRS 12 requires entities to disclose information that helps readers of financial statements to evaluate the nature of risks and financial effects associated with the entity’s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. This standard has no impact to the group. TFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across TFRSs. This standard has no impact to the group, except for disclosures. TFRIC 14 (Revised 2014), this interpretation applies to all post-employment defined benefits and other long-term employee benefits. For the purpose of this interpretation, minimum funding requirements are any requirements to fund a post-employment or other long-term benefit plan. This interpretation explains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement.
b) New and revised financial reporting standards which are effective on 1 January 2016 and the Group are not early adopted are as follows: TAS 1 (revised 2015) TAS 2 (revised 2015) TAS 7 (revised 2015) TAS 8 (revised 2015) TAS 10 (revised 2015) TAS 11 (revised 2015) TAS 12 (revised 2015) TAS 16 (revised 2015) TAS 17 (revised 2015) TAS 18 (revised 2015) TAS 19 (revised 2015) TAS 20 (revised 2015) TAS 21 (revised 2015) TAS 23 (revised 2015) TAS 24 (revised 2015) TAS 26 (revised 2015) TAS 27 (revised 2015) TAS 28 (revised 2015) TAS 29 (revised 2015) TAS 33 (revised 2015) TAS 34 (revised 2015) TAS 36 (revised 2015) TAS 37 (revised 2015) TAS 38 (revised 2015) TAS 40 (revised 2015) TAS 41 TFRS 2 (revised 2015) TFRS 3 (revised 2015) TFRS 4 (revised 2015) TFRS 5 (revised 2015) TFRS 6 (revised 2015) TFRS 8 (revised 2015) TFRS 10 (revised 2015) TFRS 11 (revised 2015)
Presentation of financial statements Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Property, plant and equipment Leases Revenue Employee benefits Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Related party disclosures Accounting and reporting by retirement benefit plans Separate financial statements Investments in associates and joint ventures Financial reporting in hyperinflationary economies Earnings per share Interim financial reporting Impairment of assets Provisions, contingent liabilities and contingent assets Intangible assets Investment property Agriculture Share-based payment Business combinations Insurance contracts Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Operating segments Consolidated financial statements Joint arrangements 16
Singha Estate Public Company Limited
Notes to and Financial Statements Notes- to the Consolidated Company Financial Statements 140 141 For the year ended 31 December 2015 2
Accounting policies (continued)
2.2
New financial reporting standards and revised financial reporting standards and interpretations (continued) b) New and revised financial reporting standards which are effective on 1 January 2016 and the Group are not early adopted are as follows: (continued) TFRS 12 (revised 2015) TFRS 13 (revised 2015) TSIC 10 (revised 2015) TSIC 15 (revised 2015) TSIC 25 (revised 2015) TSIC 27 (revised 2015) TSIC 29 (revised 2015) TSIC 31 (revised 2015) TSIC 32 (revised 2015) TFRIC 1 (revised 2015) TFRIC 4 (revised 2015) TFRIC 5 (revised 2015) TFRIC 7 (revised 2015) TFRIC 10 (revised 2015) TFRIC 12 (revised 2015) TFRIC 13 (revised 2015) TFRIC 14 (revised 2015) TFRIC 15 (revised 2015) TFRIC 17 (revised 2015) TFRIC 18 (revised 2015) TFRIC 20 (revised 2015) TFRIC 21
Disclosure of interests in other entities Fair value measurement Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS29 (revised 2015) Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes TAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers Stripping costs in the production phase of a surface mine Levies
The Group will apply the aforementioned financial reporting standards from 1 January 2016. The Group’s management assessed and determined that the application of those financial reporting standards has no significant impact to the financial statements being presented. 2.3
Group Accounting - Investments in subsidiaries, associates and joint arrangements (1)
Subsidiaries Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns though its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any noncontrolling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015
Singha Estate Public Company Limited The Future is Now
2
Accounting policies (continued)
2.3
Group Accounting - Investments in subsidiaries, associates and joint arrangements (continued) (1)
Subsidiaries (continued) If the business combination is achieves in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measured are recognised in profit or loss. Any contingent consideration to be transferred by the group is regcognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, noncontrolling interest recognise and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss. Intercompany transactions, balances and unrealised gains or loss on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. In the company’s separated financial statements, investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
(2)
Transactions and non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
(3)
Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
(4)
Associates 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 accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The group’s investment in associates includes goodwill identifies on acquisition. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
Singha Estate Public Company Limited
Notes to and Financial Statements 142 143 Notes- to the Consolidated Company Financial Statements For the year ended 31 December 2015 2
Accounting policies (continued)
2.3
Group Accounting - Investments in subsidiaries, associates and joint arrangements (continued) (4)
Associates (continued) The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to share of profit/(loss) of associates in the income statement. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates and joint ventures. 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. Dilution gains and losses arising in investments in associates are recognised in profit and loss. In the Company’s separated financial statements, investments in associates are accounted at cost less impairment. Cost is adjusted to reflect changes in consolidation arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
(5)
Joint arrangements The group has applied TFRS11 to all joint arrangements as of 1 January 2015. Under TFRS11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor. The company has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long –term interests that, in substance, form part of the group’s net investment in the joint ventures), the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures. Unrealised gains on transactions between the group and its joint ventures are eliminated to the extent of the group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the group. The change in accounting policy has been applied as from 1 January 2015.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 2
Accounting policies (continued)
2.4
Foreign currency translation (a)
Singha Estate Public Company Limited The Future is Now
Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Thai Baht, which is the company’s functional and the group’s presentation currency.
(b)
Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss. When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit and loss, any exchange component of that gain or loss is recognised in profit and loss.
(c)
Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; • Income and expenses for statement of comprehensive income are translated at average exchange rates; and • All resulting exchange differences are recognised as a separate component of equity. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
2.5
Cash and cash equivalents In the consolidated and company statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated and company statement of financial position, bank overdrafts are shown within borrowings in current liabilities.
2.6
Trade accounts receivable Trade accounts receivable are carried at the original invoice amount and subsequently measured at the remaining amount less any allowance for doubtful receivables based on a review of all outstanding amounts at the year-end. The amount of the allowance is the difference between the carrying amount of the receivable and the amount expected to be collectible. Bad debts are written-off during the year in which they are identified and are recognised as selling and administrative expenses in profit or loss.
Singha Estate Public Company Limited
Notes to and Financial Statements 144 Notes-to145 the Consolidated Company Financial Statements For the year ended 31 December 2015 2
Accounting policies (continued)
2.7
Inventories The Group’s inventories comprise condominium units, land and single detached houses for sale, food and beverage and supplies and hotel operating equipment. Inventories are stated at the lower of cost or net realisable value. Costs of inventories are determined on the following basis: - Costs of condominium units, land and single detached houses for sale are determined by the specific method of each project. - Cost of food and beverage and supplies are determined by weighted average cost method. - Cost of hotel operating equiptment are determined by weighted average cost method The cost of inventory comprises purchase, 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 applicable variable selling expenses. Allowance is made, where necessary, for impaired and obsolete inventories.
2.8
Costs of property development Costs of property development are 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 Group recognises cost of sales from costs of property development upon the transfer of title ship to the buyer.
2.9
Construction contracts A construction contract is a contract specifically negotiated for the construction of an asset or a combination of assets that are closely interrelated or interdependent in terms of their design, technology and functions or their ultimate purpose or use. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable those costs will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognised over the period of the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented as inventories, prepayments or other assets, depending on their nature. The Group presents as an asset the gross amount due from customers for contract work for all contracts in progress and for which costs incurred plus recognised profits (less recognised losses) exceed progress billings. Progress billings not yet paid by customers and retention are included within trade and other receivables. The Group presents as a liability the gross amount due to customers for contract work for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 2
Singha Estate Public Company Limited The Future is Now
Accounting policies (continued)
2.10 Investments Investments other than investments in subsidiaries, associates and joint ventures are classified into the following two categories: (1) available-for-sale investments; and (2) general investments. The classification is dependent on the purpose for which the investments were acquired. Management determines the appropriate classification of its investments at the time of the purchase and re-evaluates such designation on a regular basis. (1) Investments intended to be held for an indefinite period of time, which may be sold in response to liquidity needs or changes in interest rates, are classified as available-for-sale; and are included in non-current assets unless management has expressed the intention of holding the investment for less than 12 months from the statement of financial position date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. (2) Investments in non-marketable equity securities are classified as general investments. All categories of investment are initially recognised at cost, which is equal to the fair value of consideration paid plus transaction cost. Available for sale investments are subsequently measured at fair value. The fair value of investments is based on quoted bid price at the close of business on the statement of financial position date by reference to the Stock Exchange of Thailand. The unrealised gains and losses of available for sale investments are recognised in other comprehensive income. General investments are carried at cost less impairment loss. A test for impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, impairment loss is charged to the income statement. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the profit or loss. When disposing of part of the Group's holding of a particular investment in debt or equity securities, the carrying amount of the disposed part is determined by the weighted average carrying amount of the total holding of the investment.
Singha Estate Public Company Limited
Notes to and Financial Statements 146 Notes-to147 the Consolidated Company Financial Statements For the year ended 31 December 2015 2
Accounting policies (continued)
2.11 Investment property Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the companies in the consolidated group, is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property. Investment property of the Group is land and building held for long-term rental yields, including certain building under construction. Investment property is measured initially at its cost, including related transaction costs and borrowing costs. Borrowing costs are incurred for the purpose of acquiring, constructing or producing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and cease once the asset is substantially complete, or suspended if the development of the asset is suspended. After initial recognition, investment property is carried at fair value. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the financial statements. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measurable. It might sometimes be difficult to determine reliably the fair value of the investment property under construction. In order to evaluate whether the fair value of an investment property under construction can be determined reliably, management considers the following factors, among others: -
The provisions of the construction contract; The stage of completion; Whether the project/property is standard (typical for the market) or non-standard; The level of reliability of cash inflows after completion; The development risk specific to the property; Past experience with similar constructions; Status of construction permits.
The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some of those outflows are recognised as a liability, including finance lease liabilities in respect of leasehold land classified as investment property; others, including contingent rent payments, are not recognised in the financial statements. The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those that a rational market participant would take into account when determining the value of the property. Changes in fair values are recognised in profit or loss. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Where the Group disposes of a property at fair value in an arm’s length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in profit or loss within net gain from fair value adjustment on investment property.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 2
Singha Estate Public Company Limited The Future is Now
Accounting policies (continued)
2.12 Property, plant and equipment Property, plant and equipment are stated at historical cost. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Land are stated at historical. Plant and equipment are stated at historical cost less accumulated depreciation cost and allowance of impairment loss (if any). Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost to their residual values over their estimated useful lives as follows: Land improvements Buildings and building improvements Furniture, fixtures and office equipment Vehicles
5 to 15 years Shorter of lease period or 10 to 20 years 3 to 10 years 5 to 8 years
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Interest costs on borrowings to finance the construction of property are capitalised as part of cost of the asset, during the period of time required to complete and prepare the property for its intended use. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 2.13 Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the Group’s share of the net identifiable assets, liabilities and contingent liability of the acquired subsidiary and the fair value of the non-controlling interest in the acquired subsidiary undertaking at the date of acquisition. Goodwill on acquisitions of subsidiaries is separately reported in the consolidated statement of financial position. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.
Singha Estate Public Company Limited
Notes to and Financial Statements 148 Notes-to149 the Consolidated Company Financial Statements For the year ended 31 December 2015 2
Accounting policies (continued)
2.14 Intangible assets 2.14.1 Trademarks and licences Separately acquired trademarks and licences are shown at historical cost. Trademarks and licences acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licences over their estimated useful lives. Indefinite trademark and licences are tested annually for impairment. 2.14.2 Leasehold right Separately acquired leasehold right is stated at historical cost. Leasehold right are amortised over their estimated useful lives. 2.14.3 Computer software Computer software is stated at cost less accumulated amortization. It is amortised over their estimated useful lives, 10 years. 2.15 Impairment of assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. 2.16 Leases Where the Group is the lessee Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. Leases of property, plant or equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period so as to achieve a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant or equipment acquired under finance leases is depreciated over the shorter period of the useful life of the asset and the lease term.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 2
Singha Estate Public Company Limited The Future is Now
Accounting policies (continued)
2.16 Leases (continued) Where the Group is the lessor When assets are leased out under a finance lease, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return. Initial direct costs are included in initial measurement of the finance lease receivable and reduce the amount of income recognised over the lease term. Assets leased out under operating leases are included in investment property. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term. 2.17 Borrowings Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of reporting date. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Singha Estate Public Company Limited
Notes to and Financial Statements Notes- to151 the Consolidated Company Financial Statements 150 For the year ended 31 December 2015 2
Accounting policies (continued)
2.18 Current and deferred income taxes The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in the countries where the Company and the subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising from differences between the tax base of assets and liabilities and their carrying amounts in the statement of financial position. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising from investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. 2.19 Employee benefits The Group has both defined benefit and defined contribution plans. A defined contribution plan is a retirement plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Group pays contributions to a separate fund which is managed by an external fund manager in accordance with the provident fund Act. B.E. 2530. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. A defined benefit plan is a retirement plan that is not a defined contribution plan. Typically defined benefit plans define an amount of retirement benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the statement of financial position in respect of defined benefit retirement plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yield of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related retirement liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in profit or loss.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 2
Singha Estate Public Company Limited The Future is Now
Accounting policies (continued)
2.20 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. 2.21 Share Capital Ordinary shares and non-redeemable preference shares with discretionary dividends are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the company’ s equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the company’s equity holders. 2.22 Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and service. Revenues from sales of land and single detached house and condominium units are recognised upon the transfer of the title ship to the buyer. Revenue is shown net of 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. Service income is recognised as services are provided. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term. Interest income is recognised on a time proportion basis, taking account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. Dividends are recognised when the right to receive payment is established. Other income is recognised on an accrual basis. 2.23 Dividends Dividends are recorded in the consolidated and company’s financial statements in the period in which they are approved by the shareholders of the Company. Interim dividends are recorded in the consolidated and company’s financial statements in the period in which they are approved by the board of directors’ of the Company. 2.24
Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Chief Executive Officer that makes strategic decisions. Segment information is presented in respect of the Group’s business segments which is based on the Group’s management and internal reporting structure (See more information in Note 8).
Singha Estate Public Company Limited
Notes to and Financial Statements 152 Notes-to153 the Consolidated Company Financial Statements For the year ended 31 December 2015 3
Presentation of the financial statements and adjustments The Group applied TAS 40 (revised 2015), Investment property. In 2015, the Company’s Board of Directors considered to change the accounting treatment of investment property which is carried out from historical cost in prior year to fair value. The valuation are performed by professional valuers. In addition, the Company’s management also considered to reclassify hotel operating equipment which is previously presented under property, plant and equipment to be presented under inventory. The Group restated prior year financial statements due to a change in such accounting policy. For comparison purposes, the Group prepared the statements of financial position for consolidated and company as at 31 December 2014 and 1 January 2014 and the statements of comprehensive income for consolidated and company for the year ended 31 December 2014 as follow: Consolidated Statement of financial position as at 31 December 2014 Before adjustments Inventories Investment property, net Property, plant and equipment, net Deferred income tax assets Deferred income tax liabilities Unappropriated retained earnings
11,717,402 2,819,969,777 3,122,875,923 6,803,085 9,423,494 297,556,317
Adjustments Reclassification 1,565,628,440 311,057 (9,247,483) 1,575,186,980
21,304,696 (21,304,696) -
Company Statement of financial position as at 31 December 2014 Before adjustments Inventories Investment property, net Property, plant and equipment, net Unappropriated retained earnings
6,405,081 134,952,514 774,545,946 (33,979,891)
Adjustments Reclassification 13,732,672 47,647,486 (13,732,672) 47,647,486 -
Consolidated Statement of financial position as at 1 January 2014 Before adjustments Inventories Investment property, net Property, plant and equipment, net Unappropriated retained earnings
5,487,310 2,627,465,545 458,306,324 548,333,649
Adjustments Reclassification 11,807,310 977,773,654 (11,807,310) 977,773,654 -
Company Statement of financial position as at 1 January 2014 Before adjustments Investment property, net Unappropriated retained earnings
94,335,997 127,018,503
Adjustments Reclassification 32,364,003 32,364,003 -
Consolidated statement of comprehensive income for the year ended 31 December 2014 Before adjustments Revenue from rental and services Other income Administrative expenses Income tax Earning (loss) per share
219,628,499 40,031,944 (348,953,675) (6,172,015) (0.0532)
Adjustments Reclassification 588,000,000 (145,214) 9,558,540 0.1268
7,184,683 (7,184,683) -
Baht After adjustments 33,022,098 4,385,598,217 3,101,571,227 7,114,142 176,011 1,872,743,297 Baht After adjustments 20,137,753 182,600,000 760,813,274 13,667,595 Baht After adjustments 17,294,620 3,605,239,199 446,499,014 1,526,107,303 Baht After adjustments 126,700,000 159,382,506 Baht After adjustments 226,813,182 620,847,261 (349,098,889) 3,386,525 0.0736
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 3
Singha Estate Public Company Limited The Future is Now
Presentation of the financial statements and adjustments (continued) Company statement of comprehensive income for the year ended 31 December 2014 Before adjustments Revenue from rental and services Other income Administrative expenses Earning (loss) per share
4
Financial risk management
4.1
Financial risk factors
10,613,810 23,734,529 (169,582,478) (0.0884)
Adjustments Reclassification 4,900,000 10,383,483 0.0084
2,166,583 (2,166,583) -
Baht After Adjustment 12,780,393 26,467,946 (159,198,995) (0.0800)
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by a central finance department (Group finance) under policies approved by the Board of Directors. The Group finance identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. 4.1.1 Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Euro, GBP and US Dollar. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. 4.1.2 Interest rate risk The Group manages interest rate risk by closely monitoring the trend of interest rates in the world’s markets as well as in Thailand. The Group allocates its debt portfolio in either short and long term contracts or loans with fixed and floating interest rates corresponding to their types of investments. 4.1.3 Credit risk The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of goods and services are made to customers with an appropriate credit history. Cash transactions are limited to high credit quality financial institutions. 4.1.4 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business, the Group’s treasury aims at maintaining flexibility in funding by keeping credit lines available.
Singha Estate Public Company Limited
Notes to and Financial Statements Notes- to the Consolidated Company Financial Statements 154 155 For the year ended 31 December 2015 5
Fair value estimation The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: • • •
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The following table presents the group’s financial assets and liabilities that are measured at fair value at 31 December 2015. Consolidated Level 1 Baht
Level 2 Baht
Level 3 Baht
Total Baht
Assets Equity securities Investments property
389,728,340 -
8,374,952,359
-
389,728,340 8,374,952,359
Total assets
389,728,340
8,374,952,359
-
8,764,680,699
Level 1 Baht
Level 2 Baht
Level 3 Baht
Total Baht
Assets Equity securities Investments property
366,224,659 -
185,700,000
-
366,224,659 185,700,000
Total assets
366,224,659
185,700,000
-
551,924,659
Level 1 Baht
Level 2 Baht
Level 3 Baht
Total Baht
Assets Equity securities Investments property
131,849,174 -
4,385,598,217
-
131,849,174 4,385,598,217
Total assets
131,849,174
4,385,598,217
-
4,517,447,391
Company
Consolidated
The following table presents the group’s financial assets and liabilities that are measured at fair value at 31 December 2014. Company Level 1 Baht
Level 2 Baht
Level 3 Baht
Total Baht
Assets Equity securities Investments property
130,556,937 -
182,600,000
-
130,556,937 182,600,000
Total assets
130,556,937
182,600,000
-
313,156,937
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 5
Singha Estate Public Company Limited The Future is Now
Fair value estimation (continued) There were no transfers between levels 1, 2 and 3 during the year. (a)
Financial instruments in level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in Level 1.
(b)
Financial instruments in level 2 The fair value of financial instruments that are not traded in an active market (for example, over-thecounter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
(c)
6
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Critical accounting estimates and judgments Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
6.1
Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below. Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.13. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (Note 17). House and condominium If the estimated cost of capital used in determining the pre-tax discount rate applied to the discounted cash flows is higher than 27%, the Group would have recognised a further impairment against goodwill by Baht 48 million. Hospitality If the estimated gross margin at 31 December 2016 is lower than 3%, the Group would have recognised a further impairment of goodwill of Baht 71 million. If the estimated cost of capital used in determining the pre-tax discount rate applied to the discounted cash flows is higher than 12%, the Group would have recognised a further impairment against goodwill by Baht 111 million.
Singha Estate Public Company Limited
Notes to and Financial Statements 156 Notes-to157 the Consolidated Company Financial Statements For the year ended 31 December 2015 7
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 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 or sell assets to reduce debt.
8
Segment information The Group is engaged in a development and investment of real estate, hospitality business and property rental business in Thailand. Intercompany sales were eliminated. Profit (loss) from sales and services was determined by subtracting cost of sales and services, selling expenses and administrative expenses from net sales. Revenue and profit of segment of the Group for the years ended 31 December 2015 and 2014 are as follows: Segment Baht
Consolidated Intersegment Baht
Net Baht
House and condominium(1) Hospitality Investment property Other(2)
1,175,439,538 736,491,474 241,075,712 332,719,566
(1,313,100) (165,931,110)
1,175,439,538 734,191,474 239,762,612 166,788,456
Total
2,485,726,290
(167,244,210)
2,316,182,080
House and condominium Hospitality Investment property Other(2)
5,553,846 (140,704,925) 89,537,756 (212,313,477)
-
5,553,846 (140,704,925) 89,537,756 (212,313,477)
Total Income taxes Net loss for the year
(257,926,800)
-
(257,926,800) 9,609,557 (248,317,243)
7,562,902,399 6,979,412,938 8,169,942,187 2,595,372,628
-
7,562,902,399 6,979,412,938 8,169,942,187 2,595,372,628
25,307,630,152
-
25,307,630,152
For the year ended 31 December 2015 Revenue
Profit (Loss) before income taxes
Assets as at 31 December 2015 House and condominium Hospitality Investment property Other Total (1) (2)
Revenue of construction services of Baht 160.39 million presented as an integral part of revenue from rental and services in the statement of comprehensive income. Revenue of the other segments presented as an integral part of other income in the statement of comprehensive income.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 8
Singha Estate Public Company Limited The Future is Now
Segment information (continued) Revenue and profit of segment of the Group for the years ended 31 December 2015 and 2014 are as follows: (continued) Consolidated (Restated) Segment Intersegment Baht Baht
For the year ended 31 December 2014 Revenue
Net Baht
House and condominium Hospitality Investment property(1) Other(2)
142,767,875 219,628,499 595,184,683 2,973,587,035
(2,940,739,774)
142,767,875 219,628,499 595,184,683 32,847,261
Total
3,931,168,092
(2,940,739,774)
990,428,318
(100,201,821) (4,665,914) 588,000,000 (138,708,671)
-
(100,201,821) (4,665,914) 588,000,000 (138,708,671)
344,423,594
-
344,423,594 3,386,525 347,810,119
1,740,592,076 290,149,591 4,385,598,217 4,871,345,824
-
1,740,592,076 290,149,591 4,385,598,217 4,871,345,824
11,287,685,708
-
11,287,685,708
Profit (Loss) before income taxes House and condominium Hospitality Investment property Other(2) Total Income taxes Net profit for the year Assets as at 31 December 2014 House and condominium Hospitality Investment property Other Total (1) (2)
9
Gain from fair value adjustments on investment property of Baht 588 million presented as an integral part of other income in the statement of comprehensive income. Revenue of the other segments presented as an integral part of other income in the statement of comprehensive income.
Cash and cash equivalents Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
Cash Bank deposit
1,467,105 507,921,385
1,555,307 764,829,614
693,500 198,887,980
950,131 329,851,921
Cash and cash equivalents
509,388,490
766,384,921
199,581,480
330,802,052
The interest rate of saving account was 0.100% to 0.625% per annum (2014: 0.750% per annum).
Singha Estate Public Company Limited
Notes to and Financial Statements 158 Notes-to159 the Consolidated Company Financial Statements For the year ended 31 December 2015 10
Short-term investments Short-term investments as at 31 December 2015 comprised: Available-for-sale Consolidated Baht
Company Baht
20,967,272 200,001,000 (90,000,000) 880,902
200,001,000 (70,000,000) 555,937
At 31 December 2014 Additions Disposals Changes in fair value
131,849,174 3,589,241,735 (3,333,683,026) 2,320,457
130,556,937 3,291,241,735 (3,058,247,230) 2,673,217
At 31 December 2015
389,728,340
366,224,659
Consolidated Baht
Company Baht
Cost as at 31 December Unrealised gain on re-measuring
386,445,740 3,282,600
362,995,504 3,229,155
Fair value as of 31 December
389,728,340
366,224,659
At 1 January 2014 Increase from purchase subsidiaries Additions Disposals Changes in fair value
The fair values of short-term investments are as follows:
The summary of short-term investments as at 31 December 2015 is as follows:
Equity securities - Available-for-sale Less Changes in value of investments
Consolidated Baht
Company Baht
386,445,740 3,282,600
362,995,504 3,229,155
389,728,340
366,224,659
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 11
Singha Estate Public Company Limited The Future is Now
Trade and other receivables, net Consolidated 2015 Baht
Company 2015 Baht
2014 Baht
2014 Baht
Trade accounts receivable Less Allowance for doubtful accounts
304,355,965 (731,679)
43,850,157 -
6,762,587 -
8,107,052 -
Trade accounts receivable, net Other receivables Accrued revenue Less Allowance for doubtful accounts
303,624,286 22,914,085 13,199,745 (2,068,328)
43,850,157 8,921,687 -
6,762,587 176,472 104,813 -
8,107,052 7,571,562 -
Trade and other receivables, net
337,669,788
52,771,844
7,043,872
15,678,614
Outstanding trade accounts receivable as at 31 December can be analysed as follows: Consolidated 2015 Baht
12
2014 Baht
Company 2015 Baht
2014 Baht
Trade accounts receivable under credit term Trade accounts receivable due for payment - Less than 3 months - Over 3 months but less than 6 months - Over 6 months but less than 12 months - Over 12 months
69,144,899
34,882,775
5,806,587
2,722,109
204,305,415 22,320,458 4,882,545 3,702,648
7,664,029 641,330 662,023 -
919,456 36,544 -
4,123,662 599,258 662,023 -
Trade accounts receivable Less Allowance for doubtful accounts
304,355,965 (731,679)
43,850,157 -
6,762,587 -
8,107,052 -
Trade accounts receivable, net
303,624,286
43,850,157
6,762,587
8,107,052
Costs of property development Consolidated 2015 Baht Land Land development costs Construction in progress Utilities costs Other development costs
2014 Baht
Company 2015 Baht
2014 Baht
5,728,657,945 72,325,696 577,359,029 187,380,464 1,094,628,306
686,813,400 879,261 69,910,129 3,615,436 33,610,513
1,552,630,598 45,752,048 565,624 96,884,871
445,131,337 879,261 57,724,708 3,615,436 16,329,113
7,660,351,440
794,828,739
1,695,833,141
523,679,855
As at 31 December 2015, the Group has pledged the above land and constructions of Baht 3,450.00 million (2014: Baht 3.12 million) as collaterals for long-term loans from financial institutions (Note 21).
Singha Estate Public Company Limited
Notes to and Financial Statements 160 Notes-to161 the Consolidated Company Financial Statements For the year ended 31 December 2015 13
Inventories Consolidated 2015 2014 Restated Baht Baht Food and beverages Supplies used in operation Goods for sale Land for projects Land and single detached house for sales
Company 2015 Baht
2014 Restated Baht
6,592,176 29,949,964 3,671,110 512,564,392 122,407,453
6,905,705 24,993,305 1,123,088 -
3,288,639 14,924,303 635,761 -
3,848,417 15,861,361 427,975 -
675,185,095
33,022,098
18,848,703
20,137,753
The cost of inventories recognised as expense and included in cost of sales per consolidated and company financial statements amounted to Baht 812,312,361 and Baht 98,612,661 respectively (2014: Baht 267,885,420 and 127,532,535 respectively). 14
Investments in subsidiaries and joint ventures Investment in a joint venture accounted for using equity method The amounts recognised in the financial position statements as at 31 December are as follows: Consolidated 2015 Baht A joint venture, net
-
2014 Baht
Company 2015 Baht
-
-
2014 Baht -
The amounts recognized in the profit or loss for the years ended 31 December are as follows: Consolidated 2015 Baht Share loss from investment in a joint venture
(41,318,814)
2014 Baht
Company 2015 Baht
-
-
2014 Baht -
The Board of Directors’ meeting on 30 September 2015 approved the following resolutions: The meeting approved S Hotels and Resorts (UK) Limited (“S UK”), a 99.99% indirect subsidiary of the Company, to jointly invest in Jupiter Hotels Holdings Limited (“JHH”) through an indirect subsidiary of FS JV CO Limited (“FS JV”), a newly setup joint-venture company between S UK and FICO Holding (UK) Limited (“FICO UK”) which is part of FICO Group (“FICO”). The investment can be described as follows. On 1 October 2015, S UK invested in FS JV, a company incorporated in the United Kingdom with a registered capital of GBP 1 million and equally held 50% each by S UK and FICO UK, constituting equal voting rights and control. On the same day, S UK also entered into a facility agreement with FS JV whereby FS JV borrowed a total of GBP 40 million, equivalent to Baht 2,222 million, from S UK for a period of five years at an interest rate of LIBOR+6.5% per annum. Pursuant to the conditions specified in the joint venture agreement and facility agreement, the Company does not have a controlling power in FS JV and its subsidiaries of more than a counterparty. Hence the joint arrangement is classified as a joint venture.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 14
Singha Estate Public Company Limited The Future is Now
Investments in subsidiaries and joint ventures (continued) Investment in a joint venture (continued) On 10 October 2015, FS JV (through a 100% indirect subsidiary) entered into a sales and purchase agreement with Patron Jupiter Holdings S.A.R.L and West Register Hotels (Holdings) Limited for an investment in JHH and its subsidiaries. These entities are companies registered in the United Kingdom to operate hospitality businesses, owning the freehold and leasehold of 26 hotels located in the United Kingdom under the Mercure brand. The total investment value is approximately GBP 155 million, or Baht 8,599 million. The joint venture listed below has share capital consisting solely of ordinary shares, which is held indirectly by the Group. Nature of investment in a joint venture:
Name of entity FS JV CO LIMITED
Place of Business/country of incorporation
% of ownership interest
Nature of the relationship
Measurement method
50
Joint venture
Equity
United Kingdom
FS JV CO LIMITED invests in JHH and its subsidiaries, which are incorporated in United Kingdom and operating in hospitality business. FS JV CO LIMITED is a limited company and no available quoted price in the market. Summarised financial information of a joint venture Set out below are the summarised financial information for FS JV CO LIMITED which is accounted for using the equity method. Summarised statement of financial position FS JV CO LIMITED 31 December 2015 Baht Current Cash and cash equivalent Other current assets (excluded cash)
375,390,584 411,946,015
Total current assets
787,336,599
Other current liabilities (included trade accounts payable)
(936,274,688)
Total current liabilities
(936,274,688)
Non-current Assets
9,202,074,363
Financial liabilities Other non-current liabilities
(8,720,259,798) (383,245,212)
Total non-current liabilities
(9,103,505,010)
Net assets
(50,368,736)
Singha Estate Public Company Limited
Notes to and Financial Statements 162 163 Notes- to the Consolidated Company Financial Statements For the year ended 31 December 2015 14
Investments in subsidiaries and joint ventures (continued) Investment in a joint venture (continued) Summarised financial information of a joint venture (continued) Set out below are the summarised financial information for FS JV CO LIMITED which is accounted for using the equity method. (continued) Summarised statement of comprehensive income FS JV CO LIMITED For the period from 15 October 2015 to 31 December 2015 Baht Revenues Cost of sales Operating expenses Interest expenses
964,056,528 (444,918,125) (472,001,675) (148,596,169)
Loss from continuing operations Income tax expense
(101,459,441) (3,912,221)
Post-tax loss from continuing operations Post-tax profit from discontinued operations Other comprehensive income
(105,371,662) -
Total comprehensive expense
(105,371,662)
Dividend received from a joint venture
-
The information above reflects the amounts presented in the financial statements of a joint venture adjusted for differences in accounting policies between the Group and a joint venture (and not the Group’s share of those amounts). Reconciliation of summarised financial information Reconciliation of the summarised financial information presented to the carrying amount of its interest in a joint venture: FS JV CO LIMITED For the period from 15 October 2015 to 31 December 2015 Baht Opening net assets as at 15 October 2015 Loss for the period Other comprehensive income Closing net assets Interest in a joint venture (50%) Share loss exceed the interest in a joint venture which the Group has no any obligation Carrying value
54,884,000 (105,371,662) (50,368,736) (25,184,368) 25,184,368 -
Singha Estate Public Company Limited
Notes toReport the Consolidated and Company Financial Statements Annual 2015 For the year ended 31 December 2015
14
Singha Estate Public Company Limited The Future is Now
Investments in subsidiaries and joint ventures (continued) Investment in a joint venture (continued) Summarised financial information of a joint venture (continued) Set out below are the summarised financial information for FS JV CO LIMITED which is accounted for using the equity method. (continued) The future aggregate minimum lease payments under non-cancellable operating leases of a joint venture, based on the percentage of interest, are as follows: Consolidated 2015 2014 GBP’000 GBP’000 Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years
130 374 4,237
-
Total
4,741
-
Subsidiaries Movements in investments in subsidiaries for the years ended 31 December are as follows: Company 2015 Baht Investments in subsidiaries At 1 January Addition Increase in investments in subsidiaries Decrease from liquidation of subsidiaries
2014 Baht
11,931,840,319 1,492,078,336 2,570,099,906 (7,856,591,859)
11,931,840,319 -
8,137,426,702
11,931,840,319
At 31 December Detail of investments in subsidiaries as at 31 December 2015 is as follow:
Subsidiaries S Hotel Management Co., Ltd. S Hotel Phi Phi Island Co., Ltd. Nirvana Development Co., Ltd. S Estate Commercials Inter Co., Ltd. S Hotels and Resorts Inter Co., Ltd. Total
Company
Paid-up share capital Baht
% ownership interest
Invesment amount Baht
20,000,000 30,000,000 878,768,100 4,062,000,000 1,913,800,000
99.99 99.99 51.00 99.99 99.99
19,999,960 29,999,600 1,810,828,242 4,061,998,900 2,214,600,000 8,137,426,702
Singha Estate Public Company Limited
Notes to and Financial Statements Notes-to165 the Consolidated Company Financial Statements 164 For the year ended 31 December 2015
14
Investments in subsidiaries and joint ventures (continued) Subsidiaries (continued) Detail of subsidiaries of the Group as at 31 December 2015 is as follows:
Country of incorporation Max Future Co., Ltd.
Thailand
Singha Property Development Co., Ltd.
Thailand
S Hotel Management Co., Ltd. S Hotel Phi Phi Island Co., Ltd. Nirvana Development Co., Ltd.
Thailand Thailand Thailand
Nirvana Praram 9 Co., Ltd.
Thailand
Nirvana Construction Co., Ltd.
Thailand
Nirvana U Co., Ltd.
Thailand
Subthanarin Co., Ltd.
Thailand
Nirvana River Co., Ltd.
Thailand
S Estate Commercials Inter Co., Ltd. S Estate Commercials Co., Ltd. S Commercials (Singapore) Pte. Ltd. S Hotels and Resorts Inter Co., Ltd.
Thailand Thailand Singapore Thailand
S Hotels and Resorts Co., Ltd. S Hotels and Resorts (UK) Ltd. S Hotels and Resorts (HK) Ltd. S Hotels and Resorts (SG) Pte. Ltd.
Thailand United Kingdom Hongkong Singapore
Business Real Estate and property development Real Estate and property development Hotel management Lease property Real Estate and property development Real Estate and property development Real Estate and property development Real Estate and property development Real Estate and property development Real Estate and property development Investment in other company Investment in other company Investment in other company Investment in Real estate and management or technical service and supporting service to affiliates or branch Investment in other company Investment in other company Investment in other company Investment in other company
Proportion of ordinary share directly held by the parent (%)
Proportion of ordinary share directly held by the Group (%)
Proportion of ordinary share directly held by noncontrolling interest (%)
-
99.99
0.01
-
99.99
0.01
99.99 99.99 51.00*
99.99 99.99 -
0.01 0.01 49.00
-
51.00*
49.00
-
51.00*
49.00
-
51.00*
49.00
-
51.00*
49.00
-
51.00*
49.00
99.99 99.99
99.99 99.99 -
0.01 0.01 0.01 0.01
-
99.99 100 100 100
0.01 -
* The Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns though its power over Nirvana Development Co., Ltd. and its subsidiaries.
All subsidiary undertaking are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held directly by the parent company do not differ from the proportion of ordinary shares held. The office building business restructuring The Board of Directors’ meeting on 21 July 2015 approved the change in office building business structure by establishing new subsidiaries in Thailand and in foreign country to enhance the Group’s efficiency in managing and investing as follows: a)
S Estate Commercials Inter Co., Ltd. was established with the Ministry of Commerce on 24 July 2015. Registered shares totalled Baht 4,062,000,000 which were ordinary shares of 40,620,000 shares at a par value of Baht 100 each. Singha Estate Public Company Limited paid up 40,619,989 shares by exchanging 25,619,992 ordinary shares of Singha Property Development Co., Ltd. with a par value of Baht 100 each and 14,999,997 ordinary shares of Max Future Co., Ltd. with a par value of Baht 100 each. The remaining 11 shares with a par value of Baht 100 each were paid up with cash.
b) S Estate Commercials Co., Ltd. was established with the Ministry of Commerce on 29 July 2015. Registered shares totalled Baht 2,080,000,000 which were ordinary shares of 20,800,000 shares at par value of Baht 100 each. S Estate Commercials Inter Co., Ltd. paid up 20,799,997 shares by exchanging 13,099,998 ordinary shares of Singha Property Development Co., Ltd. with a par value of Baht 100 each and 7,699,999 ordinary shares of Max Future Co., Ltd. with a par value of Baht 100 each. The remaining three shares with a par value of Baht 100 each were paid up with cash.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 14
Singha Estate Public Company Limited The Future is Now
Investments in subsidiaries and joint ventures (continued) Subsidiaries (continued) Detail of subsidiaries of the Group as at 31 December 2015 is as follows: (continued) The office building business restructuring (continued) c)
S Commercials (Singapore) Pte. Ltd. was established in Singapore on 3 August 2015. Registered shares totalled US 56,796,178 dollars, which were 56,796,178 ordinary shares at par value of US 1 dollar each. S Estate Commercials Inter Co., Ltd. paid up 56,796,178 shares by exchanging 12,519,994 ordinary shares of Singha Property Development Co., Ltd. with a par value of Baht 100 each and 7,299,998 ordinary shares of Max Future Co., Ltd. with a par value of Baht 100 each.
The hospitality business restructuring The Board of Directors’ meeting on 15 May 2015 approved the change in the hospitality business structure to enhance the Group’s efficiency in managing and investing as follows: a)
S Hotels and Resorts Inter Co., Ltd. was established with the Ministry of Commerce on 25 September 2015. Registered shares totalled Baht 10,000,000, which were 100,000 ordinary shares at a par value of Baht 100 each. S Hotels and Resorts Inter Co., Ltd. called 25% paid in share capital for the Company’s proportion. The Company already paid for the shares at Baht 25 each, totalling Baht 2.5 million. On 29 September 2015, such subsidiary has additional called up at Baht 75 each of share capital, totaling Baht 7.5 million. The Company already paid for the additional share subscription. In addition, on 15 October 2015, the extraordinary meeting of the shareholders of a such subsidiary company passed a special resolution approving the increase in registered capital from Baht 10,000,000 to Baht 1,913,800,000 (19,038,000 ordinary shares of Baht 100 each), registered the increase of its share capital with the Ministry of Commerce on 16 October 2015. The Company already paid such share subscription.
b) On 23 November 2015, the extraordinary meeting of the shareholders of S Hotel Management Co., Ltd., a subsidiary passed a special resolution approving an increase in its registered capital of Baht 10,000,000 to Baht 20,000,000 million (2,000,000 ordinary shares of Baht 10 each). A subsidiary registered the increase of its capital with the Ministry of Commerce on 23 November 2015. The Company already paid a such share subscription. c)
On 23 November 2015, the extraordinary meeting of the shareholders of S hotel Phi Phi Island Co., Ltd., a subsidiary passed a special resolution approving an increase in its registered capital of Baht 20,000,000 to Baht 30,000,000 million (300,000 ordinary shares of Baht 100 each). A subsidiary registered the increase of its capital with the Ministry of Commerce on 23 November 2015. The Company already paid a such share subscription.
d) S Hotels and Resorts (UK) Ltd. was established in United Kingdom on 30 September 2015. Registered shares totalled GBP 500,000. e)
S Hotels and Resorts (HK) Ltd. was established in Hongkong on 16 October 2015. Registered shares totalled GBP 40,500,000.
f)
S Hotels and Resorts (SG) Pte. Ltd. was established in Singapore on 11 November 2015. Registered shares totalled US Dollar 1.
Singha Estate Public Company Limited
Notes to and Financial Statements Notes-to167 the Consolidated Company Financial Statements 166 For the year ended 31 December 2015 14
Investments in subsidiaries and joint ventures (continued) Subsidiaries (continued) Financial information of subsidiaries with non-controlling interests Summaries financial information on subsidiaries with material non-controlling interests: Summarised statement of financial position Nirvana Development Co., Ltd. and subsidiaries(*) 31 December 2015 Baht Current Assets Liabilities Net current assets
3,837,011,618 (1,291,175,062) 2,545,836,556
Non-current Assets Liabilities
90,110,343 (1,163,049,197)
Net non-current liablities
(1,072,938,854)
Net assets Fair value adjustments Amortised fair value adjustment through statement of comprehensive income
1,472,897,702 949,136,000 (43,691,840) 2,378,341,862
Non-controlling interests
1,165,387,512
(*) Subsidiaries of Nirvana Development Co., Ltd. comprised of Nirvana Praram 9 Co., Ltd., Nirvana Construction Co., Ltd., Nirvana U Co., Ltd., Subthanarin Co., Ltd. and Nirvana River Co., Ltd.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 14
Singha Estate Public Company Limited The Future is Now
Investments in subsidiaries and joint ventures (continued) Subsidiaries (continued) Financial information of subsidiaries with non-controlling interests (continued) Summaries financial information on subsidiaries with material non-controlling interests: (continued) Summarised statement of comprehensive income
Revenue Profit before income tax Income tax expenses Post-tax profit from continuing operations Post-tax profit from discontinued operations Other comprehensive income Total comprehensive income Amortised fair value adjustment through statement of comprehensive income
Nirvana Development Co., Ltd. and subsidiaries(*) For the period from 27 April 2015 to 31 December 2015 Baht 1,065,025,050 76,761,239 (11,585,206) 65,176,033 1,408,370 66,584,403 (43,691,840)
Total comprehensive income
22,892,563
Total comprehensive income allocated to non-controlling interests (49%)
11,217,356
Summarised statement of cash flows
Cash flows from operating activities Net cash used for operating activities Interest paid Income tax paid Net cash used in operating activities
Nirvana Development Co., Ltd. and subsidiaries(*) For the period from 27 April 2015 to 31 December 2015 Baht (534,652,741) (25,936,999) (41,649,655) (602,239,395)
Net cash generated from investing activities
83,044,887
Net cash generated from financing activities
642,991,527
Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period
123,797,019 30,124,947
Cash and cash equivalents at ending of the period
153,921,966
The information above is the amount before inter-company eliminations.
Singha Estate Public Company Limited
Notes to and Financial Statements Notes-to169 the Consolidated Company Financial Statements 168 For the year ended 31 December 2015 15
Investments property Investments property of the Group is carried at fair value:
Note Fair value at 1 January 2015 Additions: - Purchasing - Increase from business acquisition, net Transfer to property, plant and equipment Transfer to cost of property development - at fair value Net loss from fair value adjustments on investment property
Consolidated Building and building Building in Land improvements progress Baht Baht Baht
Total Baht
3,845,000,000
184,048,281
356,549,936
4,385,598,217
858,300,000 -
32,000,000 3,620,088,877 (1,448,281)
122,949,709 -
154,949,709 4,478,388,877 (1,448,281)
(613,636,163)
-
-
(613,636,163)
-
(28,900,000)
-
(28,900,000)
Fair value at 31 December 2015
4,089,663,837
3,805,788,877
479,499,645
8,374,952,359
Book value
2,773,777,137
3,669,517,549
479,499,645
6,922,794,331
30.2
Company Building and building improvement Baht
Total Baht
Fair value at 1 January 2015 Additions: - Purchasing Net loss from fair value adjustments on investment property
182,600,000
182,600,000
32,000,000 (28,900,000)
32,000,000 (28,900,000)
Fair value at 31 December 2015
185,700,000
185,700,000
Book value
154,884,391
154,884,391
Valuation processes The Group’s investment properties were valued by independent professionally qualified valuers who hold a recognised relevant professional qualification and have recent experience in the locations and segments of the investment properties valued. For all investment properties, their current use equates to the highest and best use. The Group's finance department includes a team that review the valuations performed by the independent valuers for financial reporting purposes. This team reports directly to the chief financial officer (CFO). Discussions of valuation processes and results are held among the CFO, the valuation team and the independent valuers on a regular basis. At each financial year end the finance department: verifies all major inputs to the independent valuation report; assesses property valuation movements when compared to the prior year valuation report; holds discussions with the independent valuer. There were no changes to the valuation techniques during the year.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 15
Singha Estate Public Company Limited The Future is Now
Investments property (continued) Amounts recognised in profit and loss that are related to investment property are as follows: Consolidated 2015 Baht Rental income Direct operating expense arise from investment property that generated rental income Direct operating expense arise from investment property that did not generate rental income
2014 Baht
Company 2015 Baht
2014 Baht
241,075,712
5,645,922
13,443,747
10,507,135
63,383,181
3,355,777
11,309,227
11,496,554
96,431,442
39,748,157
269,996
8,226,321
16
48,597,781 60,204,821 (8,262,276) (15,108,160) 571,025,090 980,222,404 (409,197,314) 571,025,090
17,718,239 1,805,883 2,735,530 (2,490,281) 19,769,371 90,282,542 (70,513,171) 19,769,371
207,817,082 1,837,000,000 2,044,817,082 2,044,817,082 2,044,817,082
Closing net book amount
At 31 December 2014 Cost Less Accumulated depreciation
Net book amount
60,633,540 424,959,384
60,633,540
17,718,239
207,817,082
Net book amount
For the year ended 31 December 2014 Opening net book amount Additions Increase from business acquisition of subsidiaries, net Transfer in (out) Disposals, net Depreciation charge
450,095,723 (389,462,183)
85,454,934 (67,736,695)
Land improvement Baht
207,817,082 -
Land Baht
96,934,533
366,370,071 (269,435,538)
96,934,533
18,580,572 24,411,118 (7,058,141) (12,109,035)
37,888,477 35,221,542
37,888,477
297,826,031 (259,937,554)
Consolidated (Restated) Buildings and Furniture, building fixtures and improvement office equipment Baht Baht
At 1 January 2014 Cost Less Accumulated depreciation
Property, plant and equipment, net
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
6,995,740
23,868,075 (16,872,335)
6,995,740
2,770,168 (3,519,575) (1,782,128)
9,006,075 521,200
9,006,075
51,579,514 (42,573,439)
Vehicles Baht
362,029,411
362,029,411 -
362,029,411
1,515,618 (87,351,469) (462,500) -
113,435,601 334,892,161
113,435,601
113,435,601 -
Construction in progress Baht
47
3,101,571,227
3,867,589,585 (766,018,358)
3,101,571,227
73,270,022 (19,302,492) (31,489,604)
446,499,014 2,632,594,287
446,499,014
1,206,208,885 (759,709,871)
Total Baht
170 - 171 Notes to Financial Statements
16
571,025,090 19,158,056 110,211,719 212,604,787 (21,842,273) (60,611,712) 830,545,667 1,034,880,469 (204,334,802) 830,545,667
48,380,248 (165,878) (8,753,773) 59,229,968 78,672,358 (19,442,390) 59,229,968
27,053,160 (20,239,767) 2,051,630,475 2,051,630,475 2,051,630,475
Closing net book amount
At 31 December 2015 Cost Less Accumulated depreciation
Net book amount
Land improvement Baht
19,769,371 -
Land Baht
345,884,364
532,560,005 (186,675,641)
345,884,364
14,812,083 274,811,751 (3,846,267) (65,739,797)
1,424,559
96,934,533 27,487,502
Consolidated Buildings and Furniture, building fixtures and improvement office equipment Baht Baht
2,044,817,082 -
For the year ended 31 December 2015 Opening net book amount after adjusted Additions Increase from transferred business from a subsidiary, net Increase from business acquisition of subsidiaries, net Transfer in (out) Disposals, net Depreciation charge
Property, plant and equipment, net (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
26,241,830
48,547,910 (22,306,080)
26,241,830
5,950,769 18,303,321 (2,805,737) (8,308,321)
-
6,995,740 6,106,058
Vehicles Baht
193,610,849
193,610,849 -
193,610,849
6,986 (554,923,487) -
-
362,029,411 386,497,939
Construction in progress Baht
48
3,507,143,153
3,939,902,066 (432,758,913)
3,507,143,153
158,034,717 (823,380) (48,899,922) (143,413,603)
1,424,559
3,101,571,227 439,249,555
Total Baht
Annual Report 2015 Singha Estate Public Company Limited The Future is Now
16
107,135,933 (2) (2,518,951) 104,616,980 500,293,899 (395,676,919) 104,616,980
18,652,671 (675,605) 17,977,066 88,190,464 (70,213,398) 17,977,066
207,817,082 207,817,082 207,817,082 207,817,082
Closing net book amount
At 31 December 2014 Cost Less Accumulated depreciation
Net book amount
-
-
-
Net book amount
For the year ended 31 December 2014 Opening net book amount Additions Increase from transferred business from a subsidiary, net Disposals, net Depreciation charge
-
-
Land improvement Baht
-
Land Baht
65,705,217
321,420,630 (255,715,413)
65,705,217
54,072,646 (3,239,618) (5,637,333)
7,558,993 12,950,529
7,558,993
10,670,709 (3,111,716)
Company (Restated) Buildings and Furniture, building fixtures and improvement office equipment Baht Baht
At 1 January 2014 Cost Less Accumulated depreciation
Property, plant and equipment, net (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
4,308,645
18,974,169 (14,665,524)
4,308,645
4,522,253 (63,689) (517,718)
227,000 140,799
227,000
8,824,044 (8,597,044)
Vehicles Baht
360,388,284
360,388,284 -
360,388,284
104,179,275 -
256,209,009
-
-
Construction in progress Baht
49
760,813,274
1,497,084,528 (736,271,254)
760,813,274
496,379,860 (3,303,309) (9,349,607)
7,785,993 269,300,337
7,785,993
19,494,753 (11,708,760)
Total Baht
172 - 173 Notes to Financial Statements
16
596,239,779 (169,846,951) 426,392,828
27,693,757 (12,506,174) 15,187,583
207,817,082 207,817,082
At 31 December 2015 Cost Less Accumulated depreciation
Net book amount
233,405,670
368,287,787 (134,882,117)
1,424,558 194,659,060 (3,573,624) (41,203,317) 233,405,670
65,705,217 16,393,776
5,672,414
15,004,876 (9,332,462)
(32,977) (1,530,141) 5,672,414
4,308,645 2,926,887
Vehicles Baht
28,700,035
28,700,035 -
(552,854,733) 28,700,035
360,388,284 221,166,484
Construction in progress Baht
917,175,612
1,243,743,316 (326,567,704)
1,424,558 (107,204) (4,784,217) (80,856,910) 917,175,612
760,813,274 240,686,111
Total Baht
50
For consolidated, depreciation expense of Baht 100,626,204 and Baht 42,787,399 has been charged in cost of service and administrative expenses respectively (2014: Baht 22,075,880 and Baht 9,413,724 respectively). For company, depreciation expense of Baht 50,472,641 and Baht 30,384,269 has been charged in cost of services and administrative expenses respectively (2014: Baht 6,277,946 and Baht 3,071,661 respectively).
As at 31 December 2015, net book amount of the assets under the financial lease of the Group is Baht 2,040,678 (2014: Nil).
As at 31 December 2015, the Group uses land and building of Baht 2,389.15 million (2014: Baht 327.32 million) as collaterals in order to pledge the long-term loans from financial institutions (Note 21).
358,088,469 (1,011,740) (35,499,845) 426,392,828
(165,876) (2,623,607) 15,187,583
207,817,082
104,616,980 198,964
17,977,066 -
Land improvement Baht
207,817,082 -
Land Baht
Company Buildings and Furniture, building fixtures and improvement office equipment Baht Baht
For the year ended 31 December 2015 Opening net book amount after adjusted Additions Increase from transferred business from a subsidiary, net Transfer in (out) Disposals, net Depreciation charge Closing net book amount
Property, plant and equipment, net (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
Annual Report 2015 Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited
Notes to and Financial Statements 174 Notes-to175 the Consolidated Company Financial Statements For the year ended 31 December 2015 17
Goodwill
Consolidated 2015 Baht
2014 Baht
At 1 January Cost Less Allowance for impairment
398,995,748 -
-
Net book amount
398,995,748
-
Year ended 31 December Opening net book amount Excess of acquisition cost over net book value of acquired business (Note 30.1) Adjustment from fair value adjustment of acquired assets
398,995,748
-
557,967,920 (15,024,000)
398,995,748 -
Closing net book amount
941,939,668
398,995,748
At 31 December Cost Less Allowance for impairment
941,939,668 -
398,995,748 -
Net book amount
941,939,668
398,995,748
On 28 November 2014, S Hotel Phi Phi Island Co., Ltd., a subsidiary, acquired land and property and other assets which are used for the operation of Phi Phi Island Village Beach Resort (formerly named “Outrigger Phi Phi Island Village Beach Resort and Spa”) from MFC Amazing A-la Andaman Property Fund and shareholding of share capital of Phi Phi Village Asset Management Co., Ltd. from former shareholders. As a result, the Group has the controlling power over such company. In 2015, the Group completed measuring the fair value of identifiable acquired assets and liabilities of Phi Phi Village Asset Management Co., Ltd. As a result, the Company transfered partial of goodwill of Baht 18.78 million, to building and equipment and Baht 3.76 million to deferred income tax liabilities. However, the management is the view that this amount is not material to make a retrospective adjustment to the financial statements for the year ended 31 December 2014. Excess of acquisition cost over net book value of acquired assets from an investment in Nirvana Development Co., Ltd. (Note 30.1) was presented as goodwill. The Company is in a process of fair value measurement of the acquired net assets from this acquisition. The carrying amount of the segment has been reduced to its recoverable amount through recognition of an impairment loss against goodwill. This loss has been included in cost of goods sold in profit or loss. Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to business segment. A segment-level summary of the goodwill allocation is presented below.
Goodwill allocation
2015
House & Condominium Baht
Hospitality Baht
692,736,991
249,202,677
2014
Total Baht
House & Condominium Baht
Hospitality Baht
Total Baht
941,939,668
134,769,071
264,226,677
398,995,748
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 17
Singha Estate Public Company Limited The Future is Now
Goodwill (continued) The key assumptions used for value-in-use calculations are as follows: House & Condominium
Hospitality
3% 15%
3% 12%
Growth rate Discount rate
These assumptions have been used for the analysis of each CGU within the business segment. Management determined budgeted gross margin based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the relevant segments. 18
Intangible assets, net Consolidated Software under Land Software installation lease right Baht Baht Baht At 1 January 2014 Cost Less Accumulated amortisation
Total Baht
2,853,474 (2,768,235)
-
-
2,853,474 (2,768,235)
85,239
-
-
85,239
For the year ended 31 December 2014 Opening net book amount Additions Increase from business acquisition, net Amortisation charge
85,239 644,234 5,781,498 (175,816)
4,194,000 -
12,538,845 (89,234)
85,239 4,838,234 18,320,343 (265,050)
Closing net book amount
6,335,155
4,194,000
12,449,611
22,978,766
11,641,576 (5,306,421)
4,194,000 -
15,771,427 (3,321,816)
31,607,003 (8,628,237)
6,335,155
4,194,000
12,449,611
22,978,766
Net book amount
At 31 December 2014 Cost Less Accumulated amortisation Net book amount
18
Net book amount
25,171,427 (4,513,578) 20,657,849
2,173,384 2,173,384
40,175,726 (16,245,560) 23,930,166
20,657,849
2,173,384
23,930,166
Closing net book amount
At 31 December 2015 Cost Less Accumulated amortisation
12,449,611 9,400,000 (1,191,762)
4,194,000 7,042,284 (9,062,900) -
344,000,000
344,000,000 -
344,000,000
344,000,000 -
Consolidated Rights for rental of land Trademark Baht Baht
6,335,155 4,845,153 6,497,885 9,768,968 (80,017) (3,436,978)
Software Baht
Software under installation Baht
For the year ended 31 December 2015 Opening net book amount Additions Increase from business acquisition of subsidiaries, net Transfer in (out) Disposals, net Amortisation charge
Intangible assets, net (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
47,832,956
48,013,050 (180,094)
47,832,956
2,263,050 45,750,000 (180,094)
Rights and Licenses Baht
53
438,594,355
459,533,587 (20,939,232)
438,594,355
22,978,766 14,150,487 405,647,885 706,068 (80,017) (4,808,834)
Total Baht
176 - 177 Notes to Financial Statements
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 18
Singha Estate Public Company Limited The Future is Now
Intangible assets, net (continued) Company Software under Rights and Software installation Licenses Baht Baht Baht
Total Baht
At 1 January 2014 Cost Less Accumulated amortisation
-
498,713 -
-
498,713 -
Net book amount
-
498,713
-
498,713
649,728 498,713 (457,130)
498,713 4,194,000 (498,713) -
-
498,713 4,843,728 (457,130)
691,311
4,194,000
-
4,885,311
1,148,441 (457,130)
4,194,000 -
-
5,342,441 (457,130)
691,311
4,194,000
-
4,885,311
For the year ended 31 December 2014 Opening net book amount Additions Transfer in (out) Amortisation charge Closing net book amount At 31 December 2014 Cost Less Accumulated amortisation Net book amount For the year ended 31 December 2015 Opening net book amount Transfer in (out) Additions Increase from business acquisition of subsidiaries, net Disposals, net Amortisation charge
691,311 9,170,104 3,638,727
4,194,000 (9,062,900) 7,042,284
2,263,050
4,885,311 107,204 12,944,061
27,420 (80,017) (1,247,475)
-
(180,094)
27,420 (80,017) (1,427,569)
Closing net book amount
12,200,070
2,173,384
2,082,956
16,456,410
At 31 December 2015 Cost Less Accumulated amortisation
16,337,110 (4,137,040)
2,173,384 -
2,263,050 (180,094)
20,773,544 (4,317,134)
Net book amount
12,200,070
2,173,384
2,082,956
16,456,410
Singha Estate Public Company Limited
Notes to and Financial Statements 178 Notes-to179 the Consolidated Company Financial Statements For the year ended 31 December 2015 19
Deferred income taxes Deferred income tax presented in the statements of financial position as at 31 December comprised of: Consolidated 2015 2014 Restated Baht Baht
Company 2015
2014
Baht
Baht
Deferred income tax assets Deferred income tax liabilities
36,959,951 (227,859,161)
7,114,142 (176,011)
859,587 -
3,083,891 -
Deferred income tax, net
(190,899,210)
6,938,131
859,587
3,083,891
The analysis of deferred income tax assets and liabilities is as follows: Consolidated 2015 2014 Restated Baht Baht Deferred income tax assets: Deferred income tax asset to be recovered within 12 months Deferred income tax asset to be recovered after more than 12 months
Deferred tax liabilities: Deferred income tax liabilities to be settled within 12 months Deferred income tax liability to be settled after more than 12 months
Deferred income tax, net
Company 2015
2014
Baht
Baht
-
2,522,158
-
2,522,158
37,907,006
4,591,984
1,795,953
672,751
37,907,006
7,114,142
1,795,953
3,194,909
(656,520)
(176,011)
(645,831)
(111,018)
(228,149,696)
-
(290,535)
-
(228,806,216)
(176,011)
(936,366)
(111,018)
(190,899,210)
6,938,131
859,587
3,083,891
The gross movement of the deferred income tax account is as follows: Consolidated 2015 2014 Restated Baht Baht
Company 2015
2014
Baht
Baht
At 1 January Increase from acquisition of a subsidiary Increase/(decrease) to profit or loss Increase/(decrease) from fair value adjustment of business acquisition (Note 17) Increase/(decrease) to other comprehensive income
6,938,131 (228,692,698) 36,103,335
3,983,377 (7,054,195) 10,184,960
3,083,891 (1,936,137)
9,850,701 (6,655,792)
(3,756,000)
-
-
-
(1,491,978)
(176,011)
(288,167)
(111,018)
At 31 December
(190,899,210)
6,938,131
859,587
3,083,891
19
At 31 December 2014
At 1 January 2014 Increase/(decrease) to profit or loss Increase from acquisition of a subsidiary
At 31 December 2015
Deferred income tax assets At 1 January 2015 Increase from acquisition of a subsidiary Increase/(decrease) to profit or loss Increase/(decrease) to other comprehensive income
2,069,272 2,069,272
4,280,927
-
6,993,235 3,681,711 (1,594,072) 2,193,288
2,069,272 (2,069,272) -
Borrowing costs Baht
4,280,927 1,278,179 2,461,846 (1,027,717)
Employee benefit obligation Baht
452,886
452,886 -
-
452,886 (452,886) -
Depreciation Baht
The movement in deferred income tax assets and liabilities during the year is as follows:
Deferred income taxes (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
-
301,666 (301,666) -
315,330
315,330 -
-
-
14,514,171
14,514,171 -
Consolidated (Restated) Allowance for doubtful debt Deposits Baht Baht
311,057
311,057
7,756,252
311,057 7,313,123 132,072 -
Remeasuring of fair value Baht
-
-
8,328,018
8,328,018 -
Share loss from joint venture Baht
56
7,114,142
3,983,377 626,420 2,504,345
37,907,006
7,114,142 8,591,302 23,229,279 (1,027,717)
Total Baht
Annual Report 2015 Singha Estate Public Company Limited The Future is Now
Singha Estate Public Company Limited
Notes to and Financial Statements 180 Notes-to181 the Consolidated Company Financial Statements For the year ended 31 December 2015 19
Deferred income taxes (continued) The movement in deferred income tax assets and liabilities during the year is as follows: (continued) Consolidated (Restated) Remeasuring of fair value Depreciation Baht Baht Deferred tax liabilities At 1 January 2015 Increase/(decrease) from acquisition of a subsidiary Increase/(decrease) from fair value adjustment of business acquisition (Note 17) Increase/(decrease) to profit or loss Increase/(decrease) to other comprehensive income At 31 December 2015 At 1 January 2014 Increase/(decrease) from acquisition of a subsidiary Increase/(decrease) to profit or loss Increase/(decrease) to other comprehensive income At 31 December 2014
Total Baht
(176,011) (237,284,000)
-
(176,011) (237,284,000)
(3,756,000) 13,164,591 (464,261)
(290,535) -
(3,756,000) 12,874,056 (464,261)
(228,515,681)
(290,535)
(228,806,216)
(9,558,540) 9,558,540 (176,011)
-
(9,558,540) 9,558,540 (176,011)
(176,011)
-
(176,011)
Company
Employee benefit obligation Baht
Borrowing costs Baht
Depreciation Baht
Total Baht
672,751 766,216
2,069,272 (2,069,272)
452,886 (452,886)
3,194,909 (1,755,942)
356,986
-
-
356,986
At 31 December 2015
1,795,953
-
-
1,795,953
At 1 January 2014 Increase/(decrease) to profit or loss
1,337,503 (664,752)
5,791,397 (3,722,125)
2,721,801 (2,268,915)
9,850,701 (6,655,792)
672,751
2,069,272
452,886
3,194,909
Deferred income tax assets At 1 January 2015 Increase/(decrease) to profit or loss Increase/(decrease) to other comprehensive income
At 31 December 2014
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 19
Singha Estate Public Company Limited The Future is Now
Deferred income taxes (continued) The movement in deferred income tax assets and liabilities during the year is as follows: (continued) Company
Remeasuring of fair value Baht
Depreciation Baht
Total Baht
Deferred income tax liabilities At 1 January 2015 Increase/(decrease) to profit or loss Increase/(decrease) to other comprehensive income
(111,018) 111,018 (645,831)
(290,535) -
(111,018) (179,517) (645,831)
At 31 December 2015
(645,831)
(290,535)
(936,366)
At 1 January 2014 Increase/(decrease) to profit or loss Increase/(decrease) to other comprehensive income
(111,018)
-
(111,018)
At 31 December 2014
(111,018)
-
(111,018)
Deferred income tax assets are recognised for tax loss and carry forwards only to the extent that realisation of the related tax benefit through the future taxable profits is probable. The group did not recognise deferred income tax assets of Baht 94.01 million in respect of losses amounting to Baht 470.06 million that can be carried forward against future taxable income. 20
Trade and other payables Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
Trade accounts payable Other payables Accrued expenses Unearned revenue
76,833,151 141,532,340 191,404,184 115,758,709
144,504,941 90,223,550 -
8,478,910 29,557,814 26,094,516 51,740,593
109,719,795 55,203,488 -
Trade and other accounts payable
525,528,384
234,728,491
115,871,833
164,923,283
Singha Estate Public Company Limited
Notes to and Financial Statements 182 Notes-to183 the Consolidated Company Financial Statements For the year ended 31 December 2015 21
Borrowings Consolidated 2015 Baht Current Bank overdrafts Short-term borrowings
2014 Baht
Company 2015 Baht
2014 Baht
18,083,718 6,223,260,229
3,166,856,000
2,284,649,200
3,166,856,000
6,241,343,947
3,166,856,000
2,284,649,200
3,166,856,000
Current portion of finance lease liabilities Current portion of long-term borrowings
2,762,487
-
-
-
576,382,429
38,277,447
420,630,987
38,277,447
Total non-current borrowings
579,144,916
38,277,447
420,630,987
38,277,447
Total current
6,820,488,863
3,205,133,447
2,705,280,187
3,205,133,447
Non-current Finance lease liabilities, net Long-term borrowings
2,224,351 4,094,393,820
504,788,625
1,024,418,339
504,788,625
Total non-current
4,096,618,171
504,788,625
1,024,418,339
504,788,625
Total borrowing
10,917,107,034
3,709,922,072
3,729,698,526
3,709,922,072
Borrowings of Baht 5,839.15 million (2014: Baht 352.80 million) are secured by the Group’s cost of property development and land (Note 12 and Note 16).
21
60,000,000 32,000,000 4,000,000,000
5,000,000,000
8.
331,600,000
Nirvana Development Co., Ltd. 7. 30,000,000
Max Future Co., Ltd. 5. 5,000,000,000 (same credit facility of the Parent) 6. 3,150,000,000
2. 3. 4.
The Company 1.
No.
Credit facility (Baht)
8 April 2016 with interest 18 March 2016 with interest 29 April 2016 with interest
Land Land Land
None
5 February 2016 with interest
MLR minus 3.00%
None
6.15% 6.65% 6.525%
Fixed 6 months plus 2.10%
MMR(F)
MLR minus 3.00%
None
None
MMR(F) MMR(F) MMR(F) MMR(F) MMR(F) Fixed 6 months plus 3.50% Fixed 6 months plus 3.50% MLR minus 1.00% MMR(F) MLR minus 3.00%
Interest % per annum
None None None None None None None None None None
Secured by
10 February 2016 with interest
4 May 2016 with interest 21 March 2016 with interest 9 March 2016 with interest 15 January 2016 with interest 5 February 2016 with interest 11 May 2015 with interest 25 March 2015 with interest 3 April 2015 with interest 12 June 2015 with interest Interest paid on monthly and principal by 27 February 2015 Interest paid on monthly and principal by 19 March 2015 Interest paid on monthly and principal by 2 March 2015
Payment term
Condition of loan
Short-term loans from banks as at 31 December 2015 and 2014 are detailed as follows:
Borrowings (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
3,166,856,000
6,223,260,229
-
-
55,000,000
75,000,000
276,399,200 88,456,800 40,000,000 32,000,000 2,600,000,000
2014 Baht
10,000,000 11,500,000 283,040,625
3,064,070,404
570,000,000
-
-
255,399,200 128,000,000 551,250,000 225,000,000 1,125,000,000 -
Consolidated 2015 Baht
2,284,649,200
-
-
-
-
-
255,399,200 128,000,000 551,250,000 225,000,000 1,125,000,000 -
2014 Baht
60
3,166,856,000
-
-
-
55,000,000
75,000,000
276, 399,200 88,456,800 40,000,000 32,000,000 2,600,000,000
Company 2015 Baht
Annual Report 2015 Singha Estate Public Company Limited The Future is Now
21
27 December 2017
Baht 400,000,000
Baht 625,310,000
4.
5.
Baht 2,320,000,000
MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin MLR minus certain margin
14,015,727 67,000,000 14,686,921 3,570,416 5,749,330 85,674,490 32,356,266 9,018,038 500,000,000 1,821,000 24,045,000 215,408,160 231,000,000
2,021,381,575
4,094,393,820
Land Land Land Land Land Land and future building Land None Land Land Land Land and future building Land and future building
MLR minus 2.40%
-
-
-
-
1,445,049,326
Long-term loans, net
Within January 2016 Within December 2018 Within March 2016 Within November 2018 Within November 2018 Within February 2016 Within May 2016 Within June 2016 Within December 2017 Within November 2019 Within March 2019 Within December 2018 Within March 2017
Land and building and the transfer of the beneficiary rights under insurance policy
MLR minus certain margin
MLR minus certain margin
MLR minus certain margin
MLR minus certain margin
LIBOR plus certain margin
-
2014 Baht
504,788,625
543,066,072 (38,277,447)
-
-
140,280,000
69,388,365
143,130,000
190,267,707
Consolidated 2015 Baht
4,670,776,249 (576,382,429)
Baht 60,000,000 Baht 67,000,000 Baht 151,000,000 Baht 25,500,000 Baht 151,350,000 Baht 164,000,000 Baht 36,000,000 Baht 180,000,000 Baht 500,000,000 Baht 215,000,000 Bath 140,000,000 Bath 240,000,000 Baht 246,000,000
On quarterly basis from 31 March 2018 to 31 March 2027
As assignment the right over bank deposit Land and building of Santiburi Beach Resort and Spa Land and building of Santiburi Beach Resort and Spa Land and building (Light House Project) Land and building
Secured by
Interest % per annum
Total long-term loans from banks Less: Current portion of long-terms loans
7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19.
Nirvana Development Co., Ltd.
6.
S Hotel Phi Phi Islands Co., Ltd.
Within 2021
Baht 200,000,000
3.
31 December 2022
GBP 27,000,000
Baht 350,000,000
On quarterly basis from 31 March 2016 to 14 October 2017 31 October 2024
Payment term
2.
Credit facility
1.
The Company
No.
Condition of loan
Long-term loans from banks as at 31 December 2015 and 2014 are detailed as follows: (continued)
Borrowings (continued)
Singha Estate Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015
1,024,418,339
1,445,049,326 (420,630,987)
-
-
-
-
-
-
1,445,049,326
Company 2015 Baht
504,788,625
543,066,072 (38,277,447)
-
-
140,280,000
69,388,365
143,130,000
190,267,707
-
2014 Baht
61
184 - 185 Notes to Financial Statements
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 21
Singha Estate Public Company Limited The Future is Now
Borrowings (continued) Interest rate risk of loans from financial institutions is as follows: Consolidated 2015 Baht
Company 2015 Baht
2014 Baht
2014 Baht
Loans - at fixed rates - at floating rates
10,912,120,196
32,000,000 3,677,922,072
3,729,698,526
32,000,000 3,677,922,072
Total loans
10,912,120,196
3,709,922,072
3,729,698,526
3,709,922,072
The effective interest rates at the statement of financial position date are as follows: Consolidated 2015 Bank overdrafts Bank borrowings
6.8% 3.4% to 6.7%
Company 2015
2014
3.5% to 6.5%
3.4% to 5.2%
2014
3.5% to 6.5%
The carrying amounts and fair values of certain long-term borrowings are as follows: Consolidated Carrying amounts 2015 2014 Baht Baht Long-term bank borrowings
2014 Baht
4,670,776,249
543,066,072
4,670,776,249
543,066,072
4,670,776,249
543,066,072
4,670,776,249
543,066,072
Company Carrying amounts 2015 2014 Baht Baht Long-term bank borrowings
Fair values 2015 Baht
Fair values 2015 Baht
2014 Baht
1,445,049,326
543,066,072
1,445,049,326
543,066,072
1,445,049,326
543,066,072
1,445,049,326
543,066,072
The fair value of current borrowings equal their carrying amount, as the impact of discounting is not significant. Maturities of loans (excluded financial liabilities) are as follows: Consolidated 2015 Baht Within 1 year Later than 1 year but not later than 5 years Later than 5 years Total loans
2014 Baht
Company 2015 Baht
2014 Baht
6,817,726,376 2,457,624,804 1,636,769,016
3,205,133,447 282,227,531 222,561,094
2,705,280,187 1,024,418,339 -
3,205,133,447 282,227,531 222,561,094
10,912,120,196
3,709,922,072
3,729,698,526
3,709,922,072
Singha Estate Public Company Limited
Notes to and Financial Statements Notes-to187 the Consolidated Company Financial Statements 186 For the year ended 31 December 2015 21
Borrowings (continued) Borrowing facilities The Group and the Company have the following undrawn committed borrowing facilities: Consolidated 2015 2014 Million Baht Million Baht Floating rate - expiring within one year - expiring beyond one year
Company 2015 2014 Million Baht Million Baht
2,288.34 1,413.97
5,949.54 1,032.24
2,145.35 -
5,949.54 1,032.24
3,702.31
6,981.78
2,145.35
6,981.78
The facilities expiring within one year are annual facilities subject to review at various dates during year. The other facilities have been arranged to help finance the proposed expansion of the Group and the Company activities. 22
Employee benefits obligation Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
Statement of financial position Retirement benefits
39,270,528
21,404,633
8,979,764
3,363,754
Liability in the statement of financial position
39,270,528
21,404,633
8,979,764
3,363,754
Profit or loss charge included in operating profit for: Retirement benefits
19,026,478
6,492,624
4,655,927
3,363,754
19,026,478
6,492,624
4,655,927
3,363,754
(5,138,587)
-
1,784,931
-
(5,138,587)
-
1,784,931
-
Remeasurement for: Retirement benefits
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 22
Singha Estate Public Company Limited The Future is Now
Employee benefits obligation (continued) Movement in employee benefits obligation is as follow: Consolidated 2015 Baht
Company 2015 Baht
2014 Baht
2014 Baht
At 1 January Increase from acquisition of a subsidiary Current service cost Interest cost Paid during the year Remeasurement - Actuarial (gains) losses Reversal
21,404,633 6,390,896 18,117,486 908,992 (2,412,892)
18,408,554 8,935,409 5,912,766 579,858 -
3,363,754 4,544,922 111,005 (824,848)
6,687,512 3,344,793 18,961 -
(5,138,587) -
(12,431,954)
1,784,931 -
(6,687,512)
At 31 December
39,270,528
21,404,633
8,979,764
3,363,754
The principal actuarial assumptions used were as follows: Consolidated 2015 Discount rate (%) Inflation rate (%) Salary growth rate (%) Retirement aged (years)
2.9 and 4.12 3.0 6.0 and 10.52 60
2014
3.3 to 4.3 3.0 3.0 to 12.0 60
Company 2015 2.9 3.0 6.0 60
2014 3.3 3.0 3.0 to 12.0 60
Sensitivity analysis is as follows:
Change in assumption Discount rate Inflation rate
1% 1%
Change in assumption Discount rate Inflation rate
1% 1%
Consolidated Impact on defined benefit obligation Increase in assumption Decrease in assumption Decrease by 8% Increase by 9%
Increase by 9% Decrease by 8%
Company Impact on defined benefit obligation Increase in assumption Decrease in assumption Decrease by 8% Increase by 9%
Increase by 10% Decrease by 8%
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the statement of financial position. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period. As at 31 December 2015, the weighted average duration of the definded benefit obligation of the Group is 11.7 years to 24.3 years and for the Company is 23.7 years.
Singha Estate Public Company Limited
Notes to and Financial Statements Notes- to the Consolidated Company Financial Statements 188 189 For the year ended 31 December 2015 23
Share capital and premium on share capital Number of shares Shares
Consolidated Ordinary Share shares premium Baht Baht
Total Baht
At 1 January 2014 Increase from business acquisition
4,235,000,000 477,350,732
4,235,000,000 477,350,732
-
4,235,000,000 477,350,732
At 31 December 2014 Issue of shares
4,712,350,732 1,002,986,536
4,712,350,732 1,002,986,536
2,938,522,032
4,712,350,732 3,941,508,568
At 31 December 2015
5,715,337,268
5,715,337,268
2,938,522,032
8,653,859,300
Company Ordinary Share shares premium Baht Baht
Total Baht
Number of shares Shares At 1 January 2014 Increase from business acquisition
549,998,401 4,162,352,331
549,998,401 4,162,352,331
23,477,851 3,621,246,529
573,476,252 7,783,598,860
At 31 December 2014 Issue of shares
4,712,350,732 1,002,986,536
4,712,350,732 1,002,986,536
3,644,724,380 2,938,522,032
8,357,075,112 3,941,508,568
At 31 December 2015
5,715,337,268
5,715,337,268
6,583,246,412 12,298,583,680
Pursuant to the Annual General Meeting of Shareholders for the year 2015 on 22 April 2015, the meeting has approved the following resolutions: -
Approved the allocation of newly issued ordinary shares of Nirvana Development Co., Ltd. to the specific persons in proportion of their shareholding in Nirvana Development Co., Ltd. to be sold to the Company by allocating 186,509,792 newly issued ordinary shares of the Company, with a par value of Baht 1 each, at Baht 9.50 per share, totaling Baht 1,771,843,024.
-
Approved the increase of the Company’s registered capital by Baht 2,635,940,054 from the existing registered capital of Baht 4,712,350,732 to the total registered capital of Baht 7,348,290,786 by issuing 2,635,940,054 newly issued ordinary shares, with a par value of Baht 1 per share for payment for investment in Nirvana Development Co., Ltd., and for offering to the existing shareholders in the proportion of shareholding, and for the exercise of warrants to purchase ordinary shares of the Company.
-
Approved the allocation of newly issued ordinary shares to the existing shareholders in the proportion of shareholding in order to be reserved for the exercise of warrants to purchase newly issued ordinary shares of the Company by allocating newly issued ordinary shares, in the number of not exceeding 816,476,754 shares, with a par value of Baht 1 each, which are offered to the existing shareholders in the proportion of shareholding at the ratio of 6 existing ordinary shares: 1 newly issued ordinary share, at the offering price of Baht 3 per share.
-
Approved the issuance and offering of warrants to purchase ordinary shares of the Company for allocation to the existing shareholders, who subscribed for and made subscription payment for newly issued ordinary shares of the Company, in proportion of their shareholding at the ratio of 1 allocated newly issued ordinary share to 2 units of the warrants to purchase ordinary shares of the Company at no cost. In this regard, 1 unit of warrants to purchase ordinary shares of the Company can be exercised to purchase 1 newly issued ordinary share and the exercise price is Baht 15 per new ordinary share. The Company determined the first exercise date on 15 January 2018, and the last exercise date on 15 July 2019.
At as 31 December 2015, the total authorised number of ordinary shares with a par value of Baht 1 per share (2014: Baht 1 per share). 5,715,337,268 shares (2014: 4,712,350,732 shares) are issued and fully paid-up.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 24
Singha Estate Public Company Limited The Future is Now
Legal reserve Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
At 1 January Appropriation during the year
10,000,000 -
10,000,000 -
31,180,388 -
31,180,388 -
At 31 December
10,000,000
10,000,000
31,180,388
31,180,388
Under the Public Limited Company Act., B.E. 2535, the Company is required to set aside as a legal reserve at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10% of the registered capital. The legal reserve is non-distributable. 25
Other component of equity Change in fair value of available-for- sales investments Baht At 1 January 2014 Revaluation At 31 December 2014 At 1 January 2015 Revaluation Translation adjustment At 31 December 2015
Consolidated Translation adjustment Baht
Total Baht
769,714 769,714
-
769,714 769,714
769,714 1,857,044 2,626,758
(47,342,052) (47,342,052)
769,714 1,857,044 (47,342,052) (44,715,294)
Company Change in fair value of available-for-sales investments Baht
Total Baht
At 1 January 2014 Revaluation At 31 December 2014
444,750 444,750
444,750 444,750
At 1 January 2015 Revaluation At 31 December 2015
444,750 2,139,252 2,584,002
444,750 2,139,252 2,584,002
Singha Estate Public Company Limited
Notes to and Financial Statements 190 Notes-to191 the Consolidated Company Financial Statements For the year ended 31 December 2015 26
Other income
Rental income Interest income Gain from fair value adjustments on Investments property Net gains on disposal of assets Gains on exchange rate Gains on disposal of available-for-sales investments Gain from business acquisition (Note 30.2) Other income Total 27
Expense by nature
Construction costs Cost of services Raw material and consumables used Staff costs Depreciation and amortisation Marketing expenses Operating lease payment Repair and maintenance Consulting fee Services fee Utilities expenses Claim expenses Losses of written-off of fixed assets Special business tax Allowance for doubtful debt Losses on fair value adjustments on investments property Losses from liquidation of a subsidiary Other expenses
Consolidated 2015
Company 2015
Baht
2014 Restated Baht
Baht
2014 Restated Baht
34,847,194
11,129,129
93,712,087 56,469,426
10,403,197
9,968,939 18,209,098
588,000,000 -
58,560,724 18,997,827
4,900,000 -
4,402,264
-
2,627,064
-
71,000,000 28,360,961
21,718,132
26,704,656
11,164,749
166,788,456
620,847,261
257,071,784
26,467,946
Consolidated 2015
Company 2015
Baht
2014 Restated Baht
Baht
2014 Restated Baht
918,883,887 103,754,372 41,452,337 476,879,063 148,222,437 174,460,151 22,067,268 53,144,956 50,062,943 48,616,890 73,531,002 52,326,678 1,213,329
103,457,563 23,618,259 9,645,662 178,478,169 31,754,654 35,606,681 11,878,475 8,543,779 79,301,321 16,351,624 18,706,768 20,285,836 19,432,131 13,263,448 -
83,287,087 154,109,334 20,611,813 167,349,043 82,284,479 35,361,080 7,714,191 14,482,958 37,092,182 12,892,607 20,167,186 14,592,159 -
267,182,833 5,656,527 1,026,282 51,081,211 9,810,990 19,368,081 2,661,131 6,945,542 28,660,521 36,831,032 6,292,041 618,293 20,480,658 -
28,900,000 136,388,981
47,626,513
28,900,000 27,912,037 54,696,235
49,120,463
2,329,904,294
617,950,883
761,452,391
505,735,605
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 28
Singha Estate Public Company Limited The Future is Now
Income tax expenses Consolidated 2015
Company 2015
Baht
2014 Restated Baht
Baht
2014 Restated Baht
Current income tax: Current tax on profits for the year
26,150,296
6,798,435
-
-
Total current income tax
26,150,296
6,798,435
-
-
Deferred income tax: Origination temporary differences
(36,103,335)
(10,184,960)
1,936,137
6,655,791
Total deferred income tax
(36,103,335)
(10,184,960)
1,936,137
6,655,791
Total income tax expenses
(9,953,039)
(3,386,525)
1,936,137
6,655,791
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the home country of the Company as follows: Consolidated 2015
Profit (loss) before tax
Company 2015
Baht
2014 Restated Baht
(257,926,800)
(344,423,594)
(51,585,360)
(68,884,719)
(41,834,744)
(27,811,824)
10,375,684
626,420
870,300
138,212
45,161,725
56,536,004
40,198,229
34,039,276
(6,000,356) (7,854,732)
8,335,770
2,702,352
290,127
(9,953,039)
(3,386,525)
1,936,137
6,655,791
Tax calculated at a tax rate of 20 % (2014: 20%) Tax effect of: Income/Expenditure adjustment in accordance with Revenue Code Tax losses for which no deferred income tax asset was recognised Tax effect from different tax rate of foreign entity Others Tax charge
Baht
2014 Restated Baht
(209,173,722) (139,059,120)
The tax (charge)/credit relating to component of other comprehensive income is as follows:
Fair value gains: Available-for-sale investments Actuarial gain on retirement benefit obligations Other comprehensive income
Consolidated
Before tax Baht
2015 Tax (charge)/ credit Baht
Before tax Baht
2014 Tax (charge)/ credit Baht
After tax Baht
After tax Baht
2,321,305
(464,261)
1,857,044
880,902
(111,188)
769,714
5,138,587
(1,027,717)
4,110,870
-
-
-
7,459,892
(1,491,978)
5,967,914
880,902
(111,188)
769,714
Singha Estate Public Company Limited
Notes to and Financial Statements 192 Notes-to193 the Consolidated Company Financial Statements For the year ended 31 December 2015 28
Income tax expenses (continued) The tax (charge)/credit relating to component of other comprehensive income is as follows: (continued) 2015 Tax (charge)/ Before tax credit Baht Baht
Company After tax Baht
After tax Baht
Fair value gains: Available-for-sale investments Actuarial gain on retirement benefit obligations
2,674,065
(534,813)
2,139,252
555,937
(111,187)
444,750
(1,784,931)
356,986
(1,427,945)
-
-
-
Other comprehensive income
889,134
(177,827)
711,307
555,937
(111,187)
444,750
Consolidated 2015
Current income tax Deferred income tax (Note 19)
29
2014 Tax (charge)/ Before tax credit Baht Baht
Company 2015
Baht
2014 Restated Baht
Baht
2014 Restated Baht
26,150,296 (36,103,335)
6,798,435 (10,184,960)
(1,936,137)
(6,655,791)
(9,953,039)
(3,386,525)
(1,936,137)
(6,655,791)
Basic earnings (loss) per share Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue and paid-up during the year. Basic earnings (loss) per share for the years ended 31 December 2015 and 2014 are as follows: Consolidated 2015
Company 2015
Baht
2014 Restated Baht
Baht
2014 Restated Baht
Number of weighted average of ordinary shares from reverse acquisition (shares)
5,351,841,451
4,712,350,732
5,351,841,451
1,815,809,658
Profit (loss) for the year (Baht)
(260,835,791)
346,635,994
(211,109,859)
(145,714,911)
(0.05)
0.07
(0.04)
(0.08)
Basic earnings (loss) per share (Baht)
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 30
Singha Estate Public Company Limited The Future is Now
Acquisition
30.1 Investing in Nirvana and subsidiaries On 27 April 2015, the Company invested in Nirvana Development Co., Ltd. and its subsidiaries for 3,649,993 ordinary shares, with a par value of Baht 100 each, or representing 51% of the total ordinary shares of Nirvana Development Co., Ltd. The Company paid in kind with 186,509,792 newly issued ordinary shares of the Company, at a par value of Baht 1 each with a market value of Baht 8 each at the acquisition date, totalling Baht 1,492,078,336. As a result, Nirvana Development Co., Ltd. and its subsidiaries are the subsidiaries of the Company. Total purchase consideration in business acquisition and fair value of net acquired assets in portion of investment are as follows: Baht Cash and cash equivalents Trade and other receivables, net Costs of property development Property, plant and equipment, net Land held for development Intangible assets Bank overdraft and short-term loans from financial institutions Trade and other payables Short-term loans from others Long-term loans, net Deferred income tax liabilities Other assets less other liabilities
30,124,947 198,959,490 3,254,414,046 67,941,130 506,803,100 357,380,000 (389,718,891) (274,404,000) (376,403,000) (1,253,768,739) (237,284,000) (52,455,080)
Fair value of net acquired assets - Non-controlling interests - Owners of the parent
1,831,589,003 (897,478,612) 934,110,391
Total purchase consideration - Ordinary shares at fair value (186,509,792 shares at Baht 8 each)
1,492,078,336
Goodwill
557,967,945
As at 31 December 2015, the Company was under the process of determining fair value of the acquired net assets and reviewing purchase price allocation (“PPA�) of an acquisition of Nirvana Development Co., Ltd. and its subsidiaries. Therefore, the goodwill presented above may be subject to further adjustments depending on the determination of fair value and the result of the PPA, which is expected to be finalised within 12 months from the acquisition date.
Singha Estate Public Company Limited
Notes to and Financial Statements 194 Notes-to195 the Consolidated Company Financial Statements For the year ended 31 December 2015 30
Acquisition (continued)
30.2 Investing in Suntowers buildings On 21 July 2015, the Board of Directors’ meeting approved the investment in the Suntowers buildings by an entire business transfer with a total investment value of Baht 4,500 million. Max Future Co., Ltd., the Company’s subsidiary, engaged into an entire business transfer contract with Sun Towers Co., Ltd. on 22 July 2015 and transferred the business on 10 August 2015. Details of this business acquisition are as follows: Baht Cash and cash equivalents Trade and other receivables Property, plant and equipment, net Investment property Intangible assets, net Trade and other payables Other assets less other liabilities Fair value of net acquired assets Total purchase consideration - cash Gain from business acquisition (Note 26) Details of investment value are as follows: Cash and cash equivalents Trade and other receivables Trade and other payables Other assets less other liabilities
38,462,658 66,025,392 90,093,587 4,478,388,877 2,517,536 (70,431,581) (119,986,065) 4,485,070,404 (4,414,070,404) 71,000,000 Baht 38,462,658 66,025,392 (70,431,581) (119,986,065)
Difference of net assets Total purchase consideration - cash
(85,929,596) (4,414,070,404)
Investment value
(4,500,000,000)
As at 31 December 2015, Sun Towers Co., Ltd. was under the process of liquidation. There probably be some adjustments related to the net acquired assets from business transfer after the end of liquidation process. 30.3 Investing in Talay Noi Property Co., Ltd. On 9 November 2015, S Hotel Phi Phi Island Co., Ltd., a subsidiary, invested in Talay Noi Property Co., Ltd. by acquiring 100% shareholdings of ordinary shares of Baht 46,000,000. Such subsidiary has fully paid. Total purchase consideration in business acquisition and fair value of net acquired assets in portion of investment are as follows: Baht Intangible assets, net Other assets less other liabilities Fair value of net acquired assets Total purchase consideration - cash Goodwill
45,750,000 250,000 46,000,000 (46,000,000) -
As at 31 December 2015, Talay Noi Property Co., Ltd. was under the process of liquidation. There probably be some adjustments related to the net acquired assets from business transfer after the end of liquidation process.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 31
Singha Estate Public Company Limited The Future is Now
Related-party transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related-party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The Group is controlled by Singha Property Management Co., Ltd. (incorporated in Thailand) and Singha Property Management (Singapore) Pte. Ltd., which owns 46.58% of the Company’s share and Mr. Santi Bhirombhakdi and Morgan Stanley & Co. International Plc. owns 32.88% of the Company’s shares. The remaining of the shares is widely held. The Group’s ultimate parent is Boon Rawd Brewery Co., Ltd. (incorporated in the Thailand). The relationship with the related parties are controlled by, or are under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries as at 31 December 2015 are listed below. Entities’ name Mr. Santi Bhirombhakdi Boon Rawd Brewery Co., Ltd. Singha Corporation Co., Ltd. Singha Property Management Co., Ltd. Singha Property Management (Singapore) Pte. Ltd. Damerius Pte. Ltd. Singha Property Development Co., Ltd. Max Future Co., Ltd. Nirvana Development Co., Ltd. and subsidiaries S Estate Commercial Inter Co., Ltd. S Estate Commercial Co., Ltd. S Commercial (Singapore) Pte. Ltd. S Hotels and Resorts Inter Co., Ltd. S Hotels and Resorts Co., Ltd. S Hotels and Resorts (UK) Ltd. S Hotels and Resorts (HK) Ltd. S Hotels and Resorts (SG) Pte. Ltd. Talay Noi Property Co., Ltd. Bhiromphat Co., Ltd. S Hotel Management Co., Ltd. S Hotel Phi Phi Island Co., Ltd. Phi Phi Village Asset Management Co., Ltd. FS JV CO LIMITED Santiburi Samui Country Club Co., Ltd. Santiburi Development Co., Ltd. Chiang Rai Santiburi Golf Club Co., Ltd. Santiburi Private Community Co., Ltd. Bo Phut Property and Resort Co., Ltd. Contango Co., Ltd. Beer Singha Co., Ltd. Brand Family Co., Ltd.
Country/Nationality Thai Thailand Thailand Thailand Singapore Singapore Thailand Thailand Thailand Thailand Thailand Singapore Thailand Thailand United Kingdom Hongkong Singapore Thailand Thailand Thailand Thailand Thailand United Kingdom Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand
Relationship Shareholder and Director of shareholder Director is shareholder Director is shareholder Shareholder Shareholder Shareholder and Director is shareholder Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Joint venture Director is shareholder Director is shareholder Director is shareholder Director is shareholder Director is shareholder Director is shareholder Director is shareholder Director is shareholder
Singha Estate Public Company Limited
Notes to and Financial Statements 196 Notes-to197 the Consolidated Company Financial Statements For the year ended 31 December 2015 31
Related-party transactions (continued)
31.1
Pricing policy for transactions between the Company and related parties are summarised below: -
Revenues from sales of condominium units are based on sales and purchase contracts with discounts per staff and management welfare schemes at the rates of 5% to 15% of normal selling prices. Management and other services income are based on actual cost plus a contribution margin not more than 5%. Purchase of inventories is based on an agreed price comparable to rates to third parties. Rental is based on agreed rate comparable to rates to third parties. Project management expense is based on an agreed rate in accordance with the co-venture agreement. Consulting fee is based on an agreed rate for the construction advisory contracts.
31.2 The following significant transactions were carried out with related parties: a) Transactions with related parties Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
Transactions with subsidiaries: Sales of land Rental income Dividend income Management fee Service income Interest income Financial costs
-
-
Transactions with a joint venture: Interest income
32,862,650
-
-
-
Transactions with other related parties: Sales of goods Purchase of goods Interest income
14,390,024 4,888,102 -
339,502 11,952,211
14,390,024 4,793,126 -
172,466 -
326,376,000 957,017 93,712,087 129,000,000 17,857,538 55,628,908 5,616,597
26,700,000 180,000 7,122,375 139,726
Annual Singha Report Estate Public Company Limited 2015 Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015 31
Singha Estate Public Company Limited The Future is Now
Related-party transactions (continued)
31.2 The following significant transactions were carried out with related parties: (continued) b) Outstanding balances arising from sales/purchases of goods and services Consolidated 2015 Baht Amounts due from related parties Others - Subsidiaries - Other related parties
Interest receivable - Subsidiaries - Joint venture - Other related parties Advance to - Subsidiaries - Other related parties Total amounts due from related parties
2014 Baht
Company 2015 Baht
2014 Baht
520,786
-
18,282,117 507,828
-
520,786
-
18,789,945
-
32,394,386 9,454
16,457
58,198,996 -
7,122,375 -
32,403,840
16,457
58,198,996
7,122,375
-
56,040
24,021,826 -
250,463,584 -
-
56,040
24,021,826
250,463,584
32,924,626
72,497
101,010,767
257,585,959
Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
Amounts due from a related party - Non-current - Subsidiaries
-
-
108,792,000
-
Total amounts due from a related party - Non-current
-
-
108,792,000
-
Amounts due from a related party – Non-current is from a disposal of land to a subsidiary. The repayment term is due in 2017. This bears the interst at the rate of 5.20% per annum. The fair value of this equals their carrying amount, as the impact of discount is not significant. Consolidated 2015 Baht Amounts due to related parties Trade payables - Subsidiaries - Other related parties Other payables - Subsidiaries - Other related parties
2014 Baht
Company 2015 Baht
2014 Baht
141,878
-
11,502,500 141,878
-
141,878
-
11,644,378
-
682,698
-
2,468,970 530,935
-
682,698
-
2,999,905
-
Singha Estate Public Company Limited
Notes to and Financial Statements 198 199 Notes- to the Consolidated Company Financial Statements For the year ended 31 December 2015 31
Related-party transactions (continued)
31.2 The following significant transactions were carried out with related parties: (continued) b) Outstanding balances arising from sales/purchases of goods (continued) Consolidated 2015 Baht Interest payable - Subsidiaries
2014 Baht
Company 2015 Baht
2014 Baht
-
-
4,109,693
-
-
-
4,109,693
-
-
33,496
1,683,904 -
30,743,880 -
-
33,496
1,683,904
30,743,880
824,576
33,496
20,437,880
30,743,880
Deferred revenue - Other related parties
835,000,000
-
-
-
Total deferred revenue from a related party
835,000,000
-
-
-
Advances to - Subsidiaries - Other related parties Total amounts due to related parties
Deferred revenue from a related party is from the rental income received in advance in accordance with the financial lease agreement with Boon Rawd Brewery Co., Ltd. The total contract value is Baht 1,900 million for the leased period of 50 years. c) Loans to related parties Movement of short-term loans to related parties for the years ended 31 December is as follow: Consolidated 2015 Baht At 1 January Additions Decrease from transferred business of a subsidiary Repayments
-
At 31 December
-
Short-term loans Max Future Co., Ltd. S Hotel and Resort Inter Co., Ltd. S Hotel Phi Phi Island Co., Ltd. Bhiromphat Co., Ltd. Singha Property Development Co., Ltd. S Hotel Management Co., Ltd. Total
-
2014 Baht
219,500,000 66,656,248
Company 2015 Baht
2014 Baht
2,626,250,000 2,420,509,600
2,626,250,000
(35,000,000) (286,156,248) (3,113,500,000)
-
-
Interest rate 2015 2014 % per annum % per annum
1,898,509,600
2,626,250,000
Company 2015 Baht
2014 Baht
3.45 3.00 3.00 and 3.50 -
3.00 3.00
1,125,000,000 20,259,000 753,250,000 -
2,485,000,000 35,000,000
-
3.00 3.00
-
90,000,000 16,500,000
1,898,509,600
2,626,500,000
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 31
Singha Estate Public Company Limited The Future is Now
Related-party transactions (continued)
31.2 The following significant transactions were carried out with related parties: (continued) c) Loans to related parties (continued) Movement of long-term loan to a related parties for the years ended 31 December is as follow: Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
At 1 January Additions Unrealised loss on exchange rate
2,166,060,000 (25,922,000)
-
-
-
At 31 December
2,140,138,000
-
-
-
Interest rate 2015 2014 % per annum % per annum Long-term loan FS JV CO LIMITED
LIBOR+6.50
-
Total
Company 2015 Baht
2014 Baht
2,140,138,000
-
2,140,138,000
-
The fair value of long-term loan equals their carrying amount, as the impact of discount is not significant. d) Loans from related parties
Short-term loans - Subsidiaries - Other related party - Shareholder Total
Consolidated 2015 Baht
2014 Baht
Company 2015 Baht
2014 Baht
-
90,000,000 555,088
576,205,515 -
7,783,598,859 -
-
90,555,088
576,205,515
7,783,598,859
Consolidation As at 31 December 2014, a short-term loan from related party represented loan from Boon Rawd Brewery Co., Ltd. of Baht 90 million, with interest rate at 3.00% per annum. The repayment term is due at call. Loan from Mr. Santi Bhirombhakdi (shareholder) of Baht 0.56 million has no interest. However, such loans were repaid during the year. Company As at 31 December 2015, short-term loans from related parties represented loan from Singh Property Development Co., Ltd. of Baht 576,205,515 with the interest rate at 3.00 per annum. The repayment term is due at call. As at 31 December 2014, short-term loans from related parties represented loan from S Bright Future Co., Ltd. and Santiburi Co., Ltd. of Baht 5,483,598,859 and 2,300,000,000 million respectively. These loans came from Entire Business Transfer in accordance with Revenue Code. The repayment term is due at call with no interest.
Singha Estate Public Company Limited
Notes to and Financial Statements 200 Notes-to201 the Consolidated Company Financial Statements For the year ended 31 December 2015 31
Related-party transactions (continued)
31.2 The following significant transactions were carried out with related parties: (continued) c)
Loans from related parties (continued) Movement of short-term loans from related parties for the years ended 31 December is as follow: Consolidated 2015 Baht At 1 January Addition during the year Decrease from transferred business of a subsidiary Payment during the year At 31 December
e)
90,555,088 -
16,000,000 74,555,088
Company 2015 Baht
2014 Baht
7,783,598,859 743,205,515
7,783,598,859
- (7,783,598,859)
-
(90,555,088)
-
(167,000,000)
-
-
90,555,088
576,205,515
7,783,598,859
-
Management remuneration Consolidated 2015 Baht
32
2014 Baht
2014 Baht
Company 2015 Baht
2014 Baht
Salary and short-term employee benefits Long-term benefits
69,499,674 3,082,057
62,545,426 8,830,879
69,499,674 3,082,057
28,515,276 5,980,895
Total
72,581,731
71,376,305
72,581,731
34,496,171
Short-term loans from other parties As at 31 December 2015, the Group has short-term loans from other parties in terms of the promissory notes of Baht 530 million, bear the interest at the rate of 5.20% to 5.80% per annum.
Singha Estate Public Company Limited
Annual Notes toReport the Consolidated and Company Financial Statements 2015 For the year ended 31 December 2015 33
Singha Estate Public Company Limited The Future is Now
Contingent and commitment liabilities Commitment a)
Capital commitment Capital commitment as at the date of statement of financial position but not recognised the financial statements is as follow: Company Consolidated 2015 2014 2015 2014 Million Baht Million Baht Million Baht Million Baht Construction design fee Project consultant fee Building improvement fee
89.68 109.33 241.40
113.84 23.32 176.35
77.60 6.47 207.27
176.35
Total
440.41
313.51
291.34
176.35
b) Operating lease commitments The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Consolidated 2015 2014 Million Baht Million Baht
c)
Company 2015 2014 Million Baht Million Baht
Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years
135.60
7.96
11.87
-
26.97 -
7.96 -
16.25 -
-
Total
162.57
15.92
28.12
-
Bank guarantee As at 31 December 2015, the Group had outstanding bank guarantees for the normal course of business, issued by banks of Baht 11.95 million (2014: Baht 47.74 million). The Company had been guarantee of Baht 2.72 million (2014: Baht 3.99 million).
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
AUDIT FEE 2015
Audit fee
Non-Audit fee
The Company and its subsidiaries paid for the audit fees to the auditors’ company for the 2015 account period amounting to Baht 3,520,000 (three million five hundred and twenty thousand baht only).
The Company and its subsidiaries paid for non-audit fees to the auditors’ company for consultant fee amounting to Baht 222,890 (two hundred and twenty two thousand eight hundred and ninety baht only).
204 - 205
Management Biography
MANAGEMENT BIOGRAPHY
Mr.Chutinant Bhirombhakdi
Chairman (Non-Management) 58 Years Old First Appointment Date:
September 12, 2014
Education: »» Honorary Doctorate degree in Business Administration, Rajamangala University of Technology Tawan-ok »» Honorary Doctorate degree in Finance, Rajamangala University of Technology Phra Nakhon »» Bachelor’s Degree in Economics, Boston University, Massachusetts, U.S.A.
Other Current Positions 1. Listed Company - Director, Bangkok Glass Industry Company Limited - None 2. Public Company 3. Limited Company - Director, Singha Property Management Company Limited - Executive Vice President, Boon Rawd Brewery Company Limited - Executive Director, Boonrawd Trading Company Limited - Chairman, C B Holding Company Limited 4. Organization/ Institution - President, Thailand Karate Federation - President, Paralympic Committee of Thailand - Committee of the Council of National Scout Organization of Thailand - None 5. State Enterprise % of Shareholding in Singha Estate 0.0097% Conflict of Interest - None Family Relation with Other Directors Uncle of Mr.Chayanin Debhakam Lawsuits in the 10 Preceding Years - None
Director Training Courses by Thai Institute of Directors Association (IOD) »» Role of Chairman Program (RCP 11/2005) »» Directors Certification Program (DCP 49/2004) Other Trainings 2009 Capital Market Academy Leader Program (Batch 8/2009) 2003 Diploma, the National Defence College of Thailand, Politics 2001 Strategic Negotiations: Deal Making for the Long Term, Harvard University, U.S.A. 1998 Families in Business: From Generation to Generation, Harvard University, U.S.A. Work Experiences in Five Years Period 2013-2014 Director, S Bright Future Company Limited 2012-2014 Managing Director, Boonrawd Trading International Company Limited 2011-2014 Director, Member of Audit Committee, Member of Corporate Social Responsibility Committee, Thai Airways International Public Company Limited
Ms.Napaporn Landy
Independent Director, Chairman of the Audit Committee, and Chairman of the Risk Management Committee (Non-Management) 64 Years Old First Appointment Date:
February 11, 2016
Education: »» Master of Business Administration-Finance, University of Pennsylvania, U.S.A. »» Bachelor of Accountancy (Honors), Faculty of Commerce and Accountancy, Chulalongkorn University
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Certification Program (DCP 8/2001) »» Audit Committee Program (ACP 39/2012) »» Chartered Director Class (CDC 7/2013) Other Trainings »» Advanced Certificate in Credit Management, Standard Chartered Bank »» Capital Market Academy Leader Program (Batch 9) »» Top Executive Program in Commerce and Trade (TEPCoT), Class 5, Commerce Academy, University of the Thai Chamber of Commerce »» OIC Advanced Insurance Institute Class 5, OIC Advanced Insurance Institute Work Experiences in Five Years Period 2009-2012 Managing Director, TSFC Securities Public Company Limited 2008-2009 Vice Chairman and Chief of Executive Committee, Primavest Asset Management Company Limited Other Current Positions 1. Listed Company - Member of the Executive Committee, AIRA factoring Public Company Limited 2. Public Company - Independent Director and Member of the Audit Committee, Allianz Ayudhya Assurance Public Company Limited - Independent Director, Allianz C.P. General insurance Public Company Limited 3. Limited Company - Director, Primo Company Limited - Director, Primo Asset Management Company Limited 4. Organization/ Institution - Director, Thai-German Development Foundation - Director, Navatham Foundation - None 5. State Enterprise % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Mr. Karoon Nuntileepong
Independent Director, Member of the Audit Committee, and Member of the Nomination and Remuneration Committee (Non-Management) 56 Years Old First Appointment Date:
November 12, 2014
Education: »» Master of Business Administration, Chulalongkorn University »» Bachelor of Laws, Thammasart University Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Certification Program (DCP 9/2001) Other Trainings »» Enterprise Risk Management and Procedure by SET »» Career Management and Ability of Human Resource Management »» Justification and Transparency of Directors and Executive’s Remuneration by IOD »» Intellectual Property Law and International Trade by the Central Intellectual Property and International Trade Court »» Internal Quality Audit »» Key Performance Indicator (KPI) Work Experiences in Five Years Period 2012-2014 Director, CPP Company Limited 2011-2014 Director, CPI Agrotech Company Limited 2007–2014 Managing Director, Chumporn Palm Oil Industry Public Company Limited Other Current Positions 1. Listed Company - Director, Chumporn Palm Oil Industry Public Company Limited 2. Public Company - None 3. Limited Company - Director, Chumporn Holding Company Limited - Director, Nature Touch Company Limited
206 - 207
Management Biography
4. Organization/ Institution 5. State Enterprise
- None - None
% of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Mr.Thana Thienachariya
Independent Director and Member of the Audit Committee (Non-Management) 47 Years Old First Appointment Date:
February 27, 2015
Education: »» Master of Business Administration, Washington State University, U.S.A. »» Bachelor of Economics (2nd Class Honors), Chulalongkorn University Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Certification Program (DCP 181/2013) Other Trainings »» TLCA Executive Development Program (EDP 8/2011) »» New Generation of Leadership in Democracy, King Prajadhipok’s Institute (Batch 1/2011) »» Capital Market Academy Leader Program (Batch 8/2009) Work Experiences in Five Years Period Feb 2013 - Jun 2013 Advisor to the Chairman, GMM Grammy Public Company Limited Feb 2012 – Jan 2013 Chief Executive Officer (Broadcasting Business), GMM Grammy Public Company Limited May 2011 - Dec 2011 Chief Executive Officer, P.K. Garment (Import-Export) Company Limited
June 2010 - Apr 2011 Vice Chief Executive Officer-Corporate Affairs and Strategy, Total Access Communication Public Company Limited Other Current Positions 1. Listed Company - Independent Director and Member of the Audit Committee, Sappe Public Company Limited - Advisor to Chief Executive Officer, Siam Commercial Bank Public Company Limited - Executive Senior Advisor, Samart Corporation Public Company Limited 2. Public Company - Independent Director and Member of the Audit Committee, SF Corporation Public Company Limited 3. Limited Company - Director, PeopleMedia Group Company Limited - Director and Chief Executive Officer, Southpaw Company Limited - Director and Executives, TFS (Thailand) Company Limited - Director, Aksorn Education Company Limited - Director and Chairman of Audit Committee, Sapanan General Food Company Limited - Digital Communication Advisor, TQM Company Limited 4. Organization/ Institution - Vice President, Academy of Business Creativity, Sripatum University - Advisor, Market for Alternative Investment-MAI - Executive Advisor, Mae Fah Luang University - None 5. State Enterprise % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Assistant Professor Thanavath Phonvichai, Ph.D.
Independent Director and Member of the Nomination and Remuneration Committee (Non-Management) 51 Years Old
Annual Report 2015
First Appointment Date:
Singha Estate Public Company Limited The Future is Now
April 22, 2015
Education: »» Doctor of Philosophy, Applied Statistics and Research Methods, University of Northern Colorado, U.S.A. »» Master of Economics (Economics Development – Economics Planning, Second-Class Honors), National Institute of Development Administration »» Bachelor of Economics (Financial Economics, Second-Class Honors), Ramkhamhaeng University Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Accreditation Program (DAP 51/2006) Other Trainings »» Top Executive Program in Commerce and Trade (TEPCoT), Class 2, Commerce Acadamy, University of the Thai Chamber of Commerce »» Certificate in Capital Market Academy Leadership Program, Class 16 »» Certificate in Energy Education Program for Executives, Class 4, Thailand Energy Academy »» Diploma, National Defence Course Class 57, The National Defence College Work Experiences in Five Years Period 2009-2014 »» Dean of Faculty of Economics, University of the Thai Chamber of Commerce »» Director, Thai National Tourism Committee »» Director, Thai National Food Commission »» Director, International Institute for Trade and Development »» Director, Thai National Rice Policy Subcommittee-Marketing »» Director, Monitoring and Evaluation of Macroeconomics Subcommittee, the Senate »» Director, Trade Competition Committee, Ministry of Commerce »» Director, Study and Development Committee on Retail and Wholesale Trade System, Ministry of Commerce »» Director, Economics and Academy Committee, the Thai Chamber of Commerce »» Etc. Other Current Positions 1. Listed Company
- None
2. Public Company - Chairman of Audit Committee, Siam City Leasing and Factoring Public Company Limited 3. Limited Company - None 4. Organization/ Institution - Vice Rector – Research Department, University of the Thai Chamber of Commerce - Director of the Center for Economic and Business Forecasting, University of the Thai Chamber of Commerce - Advisor to the Board, Thai Chamber of Commerce - Director of the Anti-dumping and Countervailing Duty Committee, Ministry of Commerce - Director of Patent Commission, Ministry of Commerce - Guess Speaker for “Chua Mong Tam Kin” a TV news talk - on Monday to Friday, TPBS Television - Guess Speaker for “Song Moom Khao” a radio news talk - on Monday to Friday, 100.5 FM Radio 5. State Enterprise - Board, The Government Lottery Office - Board, Rubber Authority of Thailand % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Mr.Chayanin Debhakam, D.B.A.
Director, Chairman of the Executive Committee, and Chairman of the Nomination and Remuneration Committee (Non-Management) 46 Years Old First Appointment Date:
September 12, 2014
Education: »» Doctorate degree in Business Administration, Rattana Bundit University »» Master of Management, Sasin Graduate Institute of Business Administration, Chulalongkorn University »» Biomedical Science, Kingston University, United Kingdom
208 - 209
Management Biography
Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Certification Program (DCP 191/2014) Other Trainings »» Securities & Exchange Commission Capital Markets Leader Program: Building Competitiveness of Nation and Thai Capital Markets »» Advanced Certificate Course in Politic and Governance in Democratic Systems for Executive 12 »» Advanced Certificate Course in Judicial Training for Executive 15
- Director, S Hotels and Resorts - Director, S Hotels and Resorts - Director, S Hotels and Resorts - Director, S Hotels and Resorts 4. Organization/ Institution 5. State Enterprise
% of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors
Lawsuits in the 10 Preceding Years Work Experiences in Five Years Period Nov 2015-Dec2015 Director, Talay Noi Property Company Limited Jan 2015-Dec 2015 Director, Phi Phi Village Asset Management Company Limited 2014-Jan 2015 Director, Bhiromphat Company Limited 2013-2014 Director, S Bright Future Company Limited Other Current Positions - None 1. Listed Company 2. Public Company - None 3. Limited Company - Director, S Hotel Management Company Limited - Director, S Hotel Phi Phi Island Company Limited - Director, Singha Property Management Company Limited - Director, Singha Property Development Company Limited - Director, Max Future Company Limited - Director, Park Industry Company Limited - Director and Assistant Managing Director, Singha Corporation Company Limited - Director, Contango Company Limited - Director, C.V.S. Syndicate Company Limited - Director, Leo Links Company Limited - Director, Mahasan Enterprise Company Limited - Director, Fine Food Capital Company Limited - Director, Siam Pure Rice Company Limited - Director, Siam Parboiled Rice Company Limited - Director, Khao Pun Dee Company Limited - Director, Absolute Power P Company Limited - Director, Solar Innovation Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - Director, S Hotels and Resorts Inter Company Limited
(UK) LTD. (HK) Limited Company Limited (SG) PTE. LTD. - None - None - None - None - Nephew of Mr.Chutinant Bhirombhakdi - None
Mr.Naris Cheyklin
Director, Member of the Risk Management Committee, Member of the Executive Committee, and Chief Executive Officer 53 Years Old First Appointment Date:
September 12, 2014
Education: »» Master of Accounting, Thammasat University »» Bachelor of Accounting, Thammasat University Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Certification Program (DCP 9/2002) Other Trainings »» Organizational Risk Management Program, Sasin Graduate Institute of Business Administration of Chulalongkorn University (Batch 2/2004) »» Advanced Security Management Program (Batch 4/2013) »» Corporate Financial Strategies, Kellogg School of Management, Chicago, U.S.A. »» Executive Development Program in Real Estate Management, Thammasat University (1993) »» Capital Market Academy Leader Program (Batch 2/2006)
Annual Report 2015
»» »»
Computer Audit Program, Arthur Andersen eneral Audit Program, SGV-Na Thalang, Bangkok and SGV G Manila, Philippines
Work Experiences in Five Years Period Nov 2015-Dec 2015 Director, Talay Noi Property Company Limited Jan 2015-Dec 2015 Director, Phi Phi Village Asset Management Company Limited 2014-Jan 2015 Director, Bhiromphat Company Limited 2012 - 2013 President of Thai Shopping Center Association 1998-2013 Senior Executive Vice President, Central Pattana Public Company Limited Other Current Positions 1. Listed Company - Director, Thai Setakij Insurance Public Company Limited - None 2. Public Company 3. Limited Company - Director, Max Future Company Limited - Director, Singha Property Development Company Limited - Director, S Hotel Management Company Limited - Director, S Hotel Phi Phi Island Company Limited - Chairman, Nirvana Development Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - Director, FS JV CO LIMITED - Director, FS MEZZ CO LIMITED - Director, FS MID CO LIMITED - Director, FS SENIOR CO LIMITED - Director, S Hotels and Resorts Inter Company Limited - Director, S Hotels and Resorts (UK) LTD. - Director, S Hotels and Resorts (HK) Limited - Director, S Hotels and Resorts Company Limited - Director, S Hotels and Resorts (SG) PTE.LTD. - Director, JUPITER HOTELS HOLDINGS LIMITED - Director, JUPITER HOTELS MIDCO LIMITED - Director, JUPITER HOTELS LIMITED - Director, JUPITER HOTELS WETHERBY LIMITED - Director, JUPITER HOTELS MANAGEMENT LIMITED - Director, Siratan Company Limited - Director, InterAccies Company Limited - Director, Inthanon Club Resort Company Limited
Singha Estate Public Company Limited The Future is Now
4. Organization/ Institution - Committee member of Thammasat University Commerce and Accountancy Alumni - Director of Thai Listed Companies Association - None 5. State Enterprise % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
0.0175 - None - None - None
Mr.Longlom Bunnag
Director, Member of the Executive Committee, and Chief Investment Officer 52 Years Old First Appointment Date: September 12, 2014 (Re-elected on April 22, 2015) Education: »» Higher National Diploma in Marketing Hammersmith and West London College, England Director Training Courses by Thai Institute of Directors Association - None (IOD) Other Trainings
- None
Work Experiences in Five Years Period Nov 2015-Dec 2015 Director, Talay Noi Property Company Limited 2014-2015 Director, Phi Phi Village Asset Management Company Limited 2014-Jan 2015 Director, Bhiromphat Company Limited 1990-2013 Chairman, Jones Lang LaSalle (Thailand) Company Limited Other Current Positions 1. Listed Company
- None
210 - 211
Management Biography
2. Public Company - None 3. Limited Company - Director, Max Future Company Limited - Director, Singha Property Development Company Limited - Director, S Hotel Management Company Limited - Director, S Hotel Phi Phi Island Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - Director, FS JV CO LIMITED - Director, FS MEZZ CO LIMITED - Director, FS MID CO LIMITED - Director, FS SENIOR CO LIMITED - Director, S Hotels and Resorts Inter Company Limited - Director, S Hotels and Resorts (UK) LTD. - Director, S Hotels and Resorts (HK) Limited - Director, S Hotels and Resorts Company Limited - Director, S Hotels and Resorts (SG) PTE.LTD. - Director, JUPITER HOTELS HOLDINGS LIMITED - Director, JUPITER HOTELS MIDCO LIMITED - Director, JUPITER HOTELS LIMITED - Director, JUPITER HOTELS WETHERBY LIMITED - Director, JUPITER HOTELS MANAGEMENT LIMITED - None 4. Organization/ Institution 5. State Enterprise - None % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Mr.Nattavuth Mathayomchan
Director, Member of the Risk Management Committee, Member of the Executive Committee, and Chief Residential Development Officer 45 Years Old
First Appointment Date: September 12, 2014 (Re-elected on April 22, 2015) Education: »» Master of Business Administration (Management), Kasetsart University »» Bachelor of Engineering (Civil Engineering), Khon Kaen University Director Training Courses by Thai Institute of Directors Association - None (IOD) Other Trainings
- None
Work Experiences in Five Years Period 2014-Jan 2015 Director, Bhiromphat Company Limited 2010-2014 Vice President - Real Estate Development, Boonrawd Brewery Company Limited 1995-2010 Project Manager, Land and House Public Company Limited Other Current Positions - None 1. Listed Company 2. Public Company - None 3. Limited Company - Director, Max Future Company Limited - Director, Singha Property Development Company Limited - Director, Boonrawd Farm Company Limited - Director, Nirvana Development Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - None 4. Organization/ Institution 5. State Enterprise - None % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Dr.Satit Rungkasiri
(Resigned on January 21, 2016)
3. Limited Comp‑any - Director, National Credit Bureau Company Limited - None 4. Organization/ Institution 5. State Enterprise - None % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors Lawsuits in the 10 Preceding Years
-
None None None None
Independent Director, Chairman of the Audit Committee, and Chairman of the Risk Management Committee (Non-Management) 56 Years Old First Appointment Date:
Mr.Terachart Numanit
November 12, 2014
Education: »» Honorary Doctorate Degree in Arts (Finance and Banking), Siam University »» Honorary Doctorate Degree in Economics, Ramkhamhaeng University »» Doctorate Degree in Economics, Maejo University »» Master of Arts (Economics), Atlanta University, U.S.A. »» Bachelor of Economics, Kasetsart University Director Training Courses by Thai Institute of Directors Association (IOD) »» Director Certification Program (DCP 74/2008) Other Trainings »» Capital Market Academy Leader Program (Batch 2/2006) Work Experiences in Five Years Period 2014-2015 Director, Government Savings Bank 2013-2015 Chief Inspector, Ministry of Finance 2010-2015 Director, Ratchaburi Electricity Generating Holding Public Company Limited 2010-2013 Director-General, Revenue Department 2010-2013 Director, TOT Public Company Limited 2010 Deputy Permanent Secretary, Ministry of Finance 2009-2010 Director-General, the Fiscal Policy Office 2009-2010 Director, Bank of Thailand Other Current Positions - None 1. Listed Company 2. Public Company - Director, National Power Supply Public Company Limited
Member of the Executive Committee, and Chief Design and Construction Officer 59 Years Old Education: »» Bachelor Degree in Civil Engineering, Polytechnic University, New York, U.S.A. Director Training Courses by Thai Institute of Directors Association (IOD) - None Other Trainings
- None
Work Experiences in Five Years Period 2014-Jan 2015 Director, Bhiromphat Company Limited 2003-2014 Executive Vice President, Central Pattana Public Company Limited Other Current Positions - None 1. Listed Company 2. Public Company - None 3. Limited Company - Director, Max Future Company Limited - Director, Singha Property Development Company Limited - Director, Nirvana Development Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - None 4. Organization/ Institution
212 - 213
Management Biography
5. State Enterprise
- None
% of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors/ Managements Lawsuits in the 10 Preceding Years
0.0469% - None - None - None
Mr.Methee Vinichbutr
Member of the Executive Committee, and Chief Finance Officer 34 Years Old Education: »» Master’s Degree in Management, London School of Economics and Political Science, England »» Bachelor’s Degree in Economics, London School of Economics and Political Science, England
Other Current Positions - None 1. Listed Company 2. Public Company - None 3. Limited Company - Director, Max Future Company Limited - Director, Singha Property Development Company Limited - Director, S Hotel Management Company Limited - Director, S Hotel Phi Phi Island Company Limited - Director, Nirvana Development Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - Director, S Hotels and Resorts Inter Company Limited - Director, S Hotels and Resorts (UK) LTD. - Director, S Hotels and Resorts (HK) Limited - Director, S Hotels and Resorts Company Limited - Director, S Hotels and Resorts (SG) PTE.LTD. - None 4. Organization/ Institution 5. State Enterprise - None % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors/ Managements Lawsuits in the 10 Preceding Years
Director Training Courses by Thai Institute of Directors Association (IOD) - None
- None
Mr.Dirk De Cuyper
Other Trainings »» Executive Development Program (EDP), Thai Listed Companies Association Work Experiences in Five Years Period Nov 2015-Dec 2015 Director, Talay Noi Property Company Limited Jan 2015-Dec 2015 Director, Phi Phi Village Asset Management Company Limited 2014-Jan 2015 Director, Bhiromphat Company Limited 2011-2014 Executive Vice President, Property and Infrastructure Fund Group, SCB Asset Management Company Limited 2008-2011 Vice President – Investment and Development, Pacific Star International (Singapore) Limited
0.0029% - None - None
Member of the Executive Committee, and Chief Operating Officer (S Hotel Management Company Limited) 51 Years Old Education: »» Bachelor of Hotel Management, Brussels Erasmus University Director Training Courses by Thai Institute of Directors Association - None (IOD) Other Trainings »» Executive Leadership - Cornell, IMD and LBS
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Work Experiences in Five Years Period Jun 2012 – Jul 2015 Regional General Manager Thailand & General Manager Millennium Hilton Bangkok, Hilton Worldwide Feb 2012 – May 2012 Senior Director – Openings, Hilton Worldwide, Regional Office Shanghai, PR China Jul 2009 – Jan 2012 General Manager, Waldorf Astoria Shanghai on the Bund, PR China Jan 2009 – Jul 2009 General Manager/Brand Performance Support, Hilton Tahiti, Hilton Moorea, Hilton Bora-Bora (French Polynesia), DoubleTree by Hilton Qingdao, PR China Other Current Positions 1. Listed Company 2. Public Company 3. Limited Company 4. Organization/ Institution 5. State Enterprise % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors/ Managements Lawsuits in the 10 Preceding Years
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None None None None None
- None - None - None - None
Mr.Suphot Chaladol
Member of the Executive Committee, and Chief of Santiburi Hotel Management (S Hotel Management Company Limited) 68 Years Old Education: »» Bachelor of Accounting, Faculty of Commerce and Accountancy, Thammasat University Director Training Courses by Thai Institute of Directors Association - None (IOD)
Other Trainings
- None
Work Experiences in Five Years Period 1992-2014 Managing Director, Santiburi Company Limited Other Current Positions - None 1. Listed Company 2. Public Company - None 3. Limited Company - Managing Director, Santiburi Development and Resort Company Limited - Executive Director, Bo Phut Property and Resort Company Limited - Managing Director, Victory Advertising Company Limited - Managing Director, Santiburi Samui Country Club Company Limited - Managing Director, A Class Media Company Limited - Managing Director, Five Concepts and Media Company Limited - Managing Director, First Perfect Creation Company Limited - Managing Director, Santiburi Private Community Company Limited - Managing Director, Chiang Rai Santiburi Golf Club Company Limited - Director, S Hotel Management Company Limited - None 4. Organization/ Institution 5. State Enterprise - None % of Shareholding in Singha Estate Conflict of Interest Family Relation with Other Directors/ Managements Lawsuits in the 10 Preceding Years
- None - None - None - None
214 - 215
General Information of Business Held by Singha Estate 10% Upward
GENERAL INFORMATION OF BUSINESS HELD BY SINGHA ESTATE 10% UPWARD (AS OF DECEMBER 31, 2015) Company Name and Address
Date of Establishment
Registeration Number
S HOTEL MANAGEMENT COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
September 15, 2014
0105557135820
S HOTEL PHI PHI ISLAND COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
November 24, 2014
0105557173454
S HOTELS AND RESORTS INTER COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
September 25, 2015
0105558156189
S HOTELS AND RESORTS COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
November 10, 2015
0105558179600
S HOTELS AND RESORTS (SG) PTE. LTD. 1 Raffles Place # 28-02 One Raffles Place, Singapore 048616
November 11, 2015
201540210R
S HOTELS AND RESORTS (HK) LIMITED Rm. 2101, Hong Kong Trade Center, 161-7 Des Voeux Road, Central, Hong Kong
October 7, 2015
2293599
S HOTELS AND RESORTS (UK) LTD. 100 New Bridge Street, London, England EC4V 6JA
September 30, 2015
9802164
FS JV CO LIMITED 7 Welbeck Street, London, England W1G 9YE
September 24, 2015
9793554
FS MEZZ CO LIMITED 7 Welbeck Street, London, England W1G 9YE
September 24, 2015
9793967
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Nature of Business
Registered Capital (Baht)
Type of Share
Number of Shares (Issued)
Value of Share (Baht)
Shareholding (%)
Hotel management and investment
20,000,000
Common
2,000,000
10
99.99%
Hotel management and investment
30,000,000
Common
300,000
100
99.99%
Property investments and management services or technical services and/or supporting services to associated companies or branches
1,913,800,000
Common
19,138,000
100
99.99%
Investment in other companies and/or property investments and management services or technical services and/or supporting services to associated companies or branches
1,000,000
Common
10,000
100
99.99% (shareholding through S HOTELS AND RESORTS INTER COMPANY LIMITED)
Investment in other companies
1 USD
Common
1
1 USD
100% (shareholding through S HOTELS AND RESORTS INTER COMPANY LIMITED)
40,500,000
1 GBP
100% (shareholding through S HOTELS AND RESORTS INTER COMPANY LIMITED)
Investment in other companies
40,500,000 GBP Common
Investment in other companies
500,000 GBP
Common
500,000
1 GBP
100% (shareholding through S HOTELS AND RESORTS (HK) LIMITED)
Investment in other companies
1,000,000 GBP
Common
1,000,000
1 GBP
50% (shareholding through S HOTELS AND RESORTS (UK) LTD.)
Investment in other companies
1,000,000 GBP
Common
1,000,000
1 GBP
50% (shareholding through FS JV CO LIMITED)
216 - 217
General Information of Business Held by Singha Estate 10% Upward
Company Name and Address
Date of Establishment
Registeration Number
FS MID CO LIMITED 7 Welbeck Street, London, England W1G 9YE
September 24, 2015
9794137
FS SENIOR CO LIMITED 7 Welbeck Street, London, England W1G 9YE
September 24, 2015
9794219
JUPITER HOTELS HOLDINGS LIMITED 7 Welbeck Street, London, England W1G 9YE
March 3, 2011
07550744
JUPITER HOTELS MIDCO LIMITED 7 Welbeck Street, London, England W1G 9YE
March 3, 2011
07550973
JUPITER HOTELS LIMITED 7 Welbeck Street, London, England W1G 9YE
March 3, 2011
07550805
JUPITER HOTELS WETHERBY LIMITED 7 Welbeck Street, London, England W1G 9YE
March 3, 2011
07550824
JUPITER HOTELS MANAGEMENT LIMITED 7 Welbeck Street, London, England W1G 9YE
February 28, 2014
08917598
S ESTATE COMMERCIALS INTER COMPANY LIMITED 968 U Chu Liang Building 20th Floor Rama IV Road Silom Bangrak Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
July 24, 2015
0105558121547
S ESTATE COMMERCIALS COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
July 29, 2015
0105558124031
S COMMERCIALS (SINGAPORE) PTE. LTD. 1 Raffles Place # 28-02 One Raffles Place, Singapore 048616
August 3, 2015
201530744M
MAX FUTURE COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
August 6, 2013
0105556124875
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Nature of Business
Registered Capital (Baht)
Type of Share
Number of Shares (Issued)
Value of Share (Baht)
Shareholding (%)
Investment in other companies
1,000,000 GBP
Common
1,000,000
1 GBP
50% (shareholding through FS MEZZ CO LIMITED)
Investment in other companies
1,000,000 GBP
Common
1,000,000
1 GBP
50% (shareholding through FS MID CO LIMITED)
Investment in other companies
27,100,000 GBP Common
27,100,000
1 GBP
50% (shareholding through FS SENIOR CO LIMITED)
Investment in other companies
27,100,000 GBP Common
27,100,000
1 GBP
50% (shareholding through JUPITER HOTELS HOLDING LIMITED)
Investment in other companies and hotel management and investment
35,776,000 GBP Common
35,776,000
1 GBP
50% (shareholding through JUPITER HOTELS MIDCO LIMITED)
Hotel management and investment
4,505,000 GBP
Common
4,505,000
1 GBP
50% (shareholding through JUPITER HOTELS LIMITED)
Hotel management and investment
1 GBP
Common
1
1 GBP
50% (shareholding through JUPITER HOTELS LIMITED)
Acquisition, divestment, exchange, lease, and let out of lands, buildings and properties of all kinds, and investment in other companies
4,062,000,000
Common
40,620,000
100
99.99%
Acquisition, divestment, exchange, lease, and let out of lands, buildings and properties of all kinds, and investment in other companies
2,080,000,000
Common
20,800,000
100
99.99% (shareholding through S ESTATE COMMERCIALS INTER COMPANY LIMITED)
56,796,178 USD Common
56,796,178
1 USD
100% (shareholding through S ESTATE COMMERCIALS INTER COMPANY LIMITED)
15,000,000
100
99.99% (shareholding through S ESTATE COMMERCIALS COMPANY LIMITED 51.33% AND S COMMERCIALS (SINGAPORE) PTE.LTD. 48.66%)
Investment in other companies Property development and investment
1,500,000,000
Common
218 - 219
General Information of Business Held by Singha Estate 10% Upward
Company Name and Address
Date of Establishment
Registeration Number
SINGHA PROPERTY DEVELOPMENT COMPANY LIMITED 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
June 12, 2012
0105555084454
February 1, 2005
0105548015663
September 28, 2009
0105552103733
NIRVANA RAMA9 COMPANY LIMITED 343/351 Prasoet Manukit Road, Nuanchan Buengkum Bangkok Tel. +66 (0) 2-105-6789
February 22, 2008
0105551021652
NIRVANA RIVER COMPANY LIMITED 343/351 Prasoet Manukit Road, Nuanchan Buengkum Bangkok Tel. +66 (0) 2-105-6789
November 15, 2013
0105556183821
NIRVANA CONSTRUCTION COMPANY LIMITED 555 On Nut Road, Prawet Prawet Bangkok Tel. +66 (0) 2-105-6789
February 27, 2006
0105549027304
March 12, 2001
0105544024684
December 13, 2001
0105544118964
July 20, 2011
0105554094677
September 14, 2015
0105558149654
NIRVANA DEVELOPMENT COMPANY LIMITED 343/351 Prasoet Manukit Road, Nuanchan Buengkum Bangkok Tel. +66 (0) 2-105-6789 NIRVANA U COMPANY LIMITED 343/351 Prasoet Manukit Road, Nuanchan Buengkum Bangkok Tel. +66 (0) 2-105-6789
SUBTHANARIN COMPANY LIMITED 343/351 Prasoet Manukit Road, Nuanchan Buengkum Bangkok Tel. +66 (0) 2-105-6789 BHIROMPHAT COMPANY LIMITED/1 968 U Chu Liang Building 20th Floor, Rama IV Road, Silom, Bangrak, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534 PHI PHI VILLAGE ASSET MANAGEMENT COMPANY LIMITED/2 49 Moo 8 Phi Phi Island, Ao Nang, Amphoe Muang, Krabi Tel. +66 (0) 75-620-928 Fax +66 (0) 75-628-955 TALAY NOI PROPERTY COMPANY LIMITED/3 1/2 Soi Promdan 3, Bangbon, Bangbon, Bangkok Tel. +66 (0) 2-632-4533 Fax +66 (0) 2-632-4534
Note /1 Registered the dissolution of the Company on January 5, 2015 and registered the complete liquidation on January 4, 2016. /2 Registered the dissolution of the Company on December 3, 2015. /3 Registered the dissolution of the Company on December 18, 2015.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
Nature of Business
Registered Capital (Baht)
Type of Share
Number of Shares (Issued)
Value of Share (Baht)
Shareholding (%)
Property development and investment
2,562,000,000
Common
25,620,000
100
99.99% (shareholding through S ESTATE COMMERCIALS COMPANY LIMITED 51.13% AND S COMMERCIALS (SINGAPORE) PTE.LTD. 48.86%)
Property development, comprising single detached house, commercial building, and townhouse, for sale and for lease
878,768,100
Common
8,787,681
100
51.00%
Property development
80,000,000
Common
800,000
100
51.00% (shareholding through NIRVANA DEVELOPMENT COMPANY LIMITED)
Property development
150,000,000
Common
1,500,000
100
51.00% (shareholding through NIRVANA DEVELOPMENT COMPANY LIMITED)
Property development
305,000,000
Common
3,050,000
100
51.00% (shareholding through NIRVANA DEVELOPMENT COMPANY LIMITED)
Construction Contractor
140,000,000
Common
1,400,000
100
51.00% (shareholding through NIRVANA DEVELOPMENT COMPANY LIMITED)
Property development
65,000,000
Common
650,000
100
51.00% (shareholding through NIRVANA DEVELOPMENT COMPANY LIMITED)
Property development and investment
73,000,000
Common
73,000
100
99.99% (shareholding through S BRIGHT FUTURE COMPANY LIMITED)
Hotel management and investment
50,000,000
Common Preference
250,000 250,000
100 100
99.99% (shareholding through S HOTEL PHI PHI ISLAND COMPANY LIMITED)
Hotel management
1,000,000
Common
100,000
10
99.99% (shareholding through S HOTEL PHI PHI ISLAND COMPANY LIMITED)
220 - 221
Subsidiaries’ Directors and Joint Ventures’ Directors Reference Firms
SUBSIDIARIES’ DIRECTORS AND JOINT VENTURES’ DIRECTORS
1 MR. CHUTINANT BHIROMBHAKDI
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2 MS. NAPAPORN LANDY
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3 MR. KAROON NUNTILEEPONG
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4 MR.THANA THIENACHARIYA
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5 ASST. PROF. THANAVATH PHONVICHAI, PH.D.
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6 MR. CHAYANIN DEBHAKAM, D.B.A
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7 MR. NARIS CHEYKLIN
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8 MR. LONGLOM BUNNAG
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9 MR. NATTAVUTH MATHAYOMCHAN
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FS JV CO LIMITED FS MEZZ CO LIMITED FS MID CO LIMITED FS SENIOR CO LIMITED JUPITER HOTELS HOLDINGS LIMITED JUPITER HOTELS MIDCO LIMITED JUPITER HOTELS LIMITED JUPITER HOTELS WETHERBY LIMITED JUPITER HOTELS MANAGEMENT LIMITED
Joint Venture
MAX FUTURE COMPANY LIMITED SINGHA PROPERTY DEVELOPMENT COMPANY LIMITED S HOTEL MANAGEMENT COMPANY LIMITED S HOTEL PHI PHI ISLAND COMPANY LIMITED NIRVANA DEVELOPMENT COMPANY LIMITED S ESTATE COMMERCIALS INTER COMPANY LIMITED S ESTATE COMMERCIALS COMPANY LIMITED S COMMERCIALS (SINGAPORE) PTE. LTD. S HOTELS AND RESORTS INTER COMPANY LIMITED S HOTELS AND RESORTS (UK) LTD. S HOTELS AND RESORTS (HK) LIMITED S HOTELS AND RESORTS COMPANY LIMITED S HOTELS AND RESORTS (SG) PTE. LTD. NIRVANA U COMPANY LIMITED NIRVANA RAMA9 COMPANY LIMITED NIRVANA RIVER COMPANY LIMITED NIRVANA CONSTRUCTION COMPANY LIMITED SUBTHANARIN COMPANY LIMITED BHIROMPHAT COMPANY LIMITED/1 PHI PHI VILLAGE ASSET MANAGEMENT COMPANY LIMITED/2 TALAY NOI PROPERTY COMPANY LIMITED/3
DIRECTOR
SINGHA ESTATE PUBLIC COMPANY LIMITED
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19 MR. SANJAY KUMAR SINGH
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20 MR. KRIT SRICHAWLA
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10 MR. SUPHOT CHALADOL
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11 MR. TERACHART NUMANIT
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12 MR. METHEE VINICHBUTR
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13 MR. BUNPOT UDOMKIATPAISARN
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14 MR. SORNSAK SOMWATTANA
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15 MR. ANUCHAT ANGSUMETHANGKOON
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16 MR. VICHIEN JEARKJIRM
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17 MR. PARICHATR YAMPANDH
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18 MR. TAN LIAN KIOW
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21 MR. SHANE HARRIS
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22 MR. ANDREW EDWARD PRING
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23 MR. GAVIN STEPHEN TAYLOR 24 DR.SATIT RUNGKASIRI/4
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Note: 1 Registered the dissolution on January 5, 2015 and registered the complete liquidation on January 4, 2016. 2 Registered the dissolution on December 3, 2015. 3 Registered the dissolution on December 18, 2015. 4 Resigned from the Board of Directors, Chairman of the Audit Committee, and Chairman of the Risk Management Committee, effective from January 21, 2016.
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
REFERENCE FIRMS
Registrar of Securities Thailand Securities Depository Co., Ltd. 93 Ratchadaphisek Road, Dindaeng, Dindaeng, Bangkok 10400, Thailand Telephone: +66 (0) 2009 9000 Facsimile: +66 (0) 2009 9991
Accounting Auditor PricewaterhouseCoopers ABAS Ltd. By Mr. Vichien Khingmontri (Certified Public Accountant (Thailand) No. 3977) 15th Floor Bangkok City Tower, 179/74-80 South Sathorn Road, Bangkok 10120, Thailand Telephone: +66 (0) 2344 1000 Facsimile: +66 (0) 2286 8200
222 - 223
Information for Investors
INFORMATION FOR INVESTORS Singha Estate Public Company Limited Registered Capital: Baht 7,348,290,786 Issued and Paid-up Capital: Baht 5,715,337,268 Comprising of ordinary shares of 5,715,337,268 shares Par Value of Baht 1 per share
Stock Information Common shares of the Company have been listed and traded on the Stock Exchange of Thailand since April 12, 2007 under the company name Rasa Property Development PCL. with “RASA” as the abbreviated security name. On September 12, 2014, the Company underwent a business integration with a change in its shareholding structure and company name to Singha Estate PCL. with “S” as the abbreviated security name.
Annual General Meeting of Shareholders The Board of Directors of Singha Estate Public Company Limited agreed to hold the 2016 Annual General Meeting of Shareholders (“AGM”) on April 26, 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900 Thailand.
Company Secretary and Investor Relations Contact person: Ms. Choenporn Subhadhira
Address: Singha Estate Public Company Limited 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom, Bangkrak, Bangkok 10500 Thailand Telephone : +66(0) 2632 4533 Ext. 101 or 102 Facsimile : +66(0) 2632 4534 Email : choenporn.s@singhaestate.co.th and company.secretary@singhaestate.co.th Website : www.singhaestate.co.th
Dividend Policy: S has a policy to pay dividends at a rate of about 40 percent of the annual net profit (unless there is a compelling reason against this).
Annual Report 2015
Singha Estate Public Company Limited The Future is Now
2015 and 2016 Financial Calendar Financial Calendar
2015
2016 (Tentative)
Announcement of full year financial results (prior year)
March
February
The closing date of the shareholders registration book for the rights to attend the AGM
March
March
The Annual General Meeting of the Shareholders
April
April
Announcement of first quarter financial results
May
May
August
August
Announcement of second quarter financial results The Extraordinary General Meeting of the Shareholders
September
Announcement of third quarter financial results
November
November
2015 Investor Relations Activities Month
Events
January
“The 6th Annual ASEAN Conference” with foreign institutional investors in Singapore, organized by Credit Suisse Securities
June
“SET Thai & ASEAN Conference” with foreign institutional investors in England, organized by The Stock Exchange of Thailand, incorporation with Credit Suisse Securities
July
“Thai Corporate Day” with foreign institutional investors in Hong Kong, organized by Phatra Securities and Bank of America Merrill Lynch
October
December
“CEO Forum ” with local institutional investors in Bangkok, organized by Maybank Kim Eng Securities (Thailand) “The 2015 Thailand Focus” with local and foreign institutional investors in Bangkok, organized by The Stock Exchange of Thailand, incorporation with Phatra Securities and Bank of America Merrill Lynch
224
Information for Investors
1-year comparison of the market capitalization movement of S, Property Index (PROP), and SET Index (SET) (January 2015 as base-year)
Index Jan 2015 = 100 150.00
S
120.00
Property Sector
90.00
SET
60.00 30.00 0.00
Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Source: Stock Exchange of Thailand