AR 2014 - rs public company limited

Transcription

RS PUBLIC COMPANY LIMITED
ANNUAL REPORT 2014
CONTENT
1. Message from the Chairman and Chief Executive Officer
[001]
2. Management Team [005]
3. Policy and Business Overview[017]
4. Business Descriptions[021]
5. Risk Factors[031]
6. Property used in the business[035]
7. Legal disputes[039]
8. General information and other important information[041]
9. Securities and Shareholder Information[049]
10. Management Structure[053]
11. Corporate Governance[067]
12. Responsibilities toward society[081]
13. Internal Control and Risk Management
[087]
14. Related Party Transactions [089]
15. Financial Highlight[095]
16. Management Discussion and Analysis[103]
17. Financial Statement[113]
01
1
Message from the Chairman
and Chief Executive Officer
Message from the Chairman and Chief Executive Officer
Dear Shareholders,
The year 2014 was considered as an important
step for RS to re-designed corporate structure
from an entertainment company into a full media
company. This was the year when the Company
had fully operated the digital television business
after successfully received the operating license for
broadcasting television business, or the operating
license for television business as usually called the
digital free tv from the National Broadcasting and
Telecommunications Commission (NBTC).
The television industry in 2014 had intense
competition from new operators entering into the
industry with totaled 21 channels (excluding the
original free TV of channel 3, 5, 7, 9, and 11). Each
operator was ready to compete to for the share in
advertising budget from the existing television media
budget of Baht 89,000 million per year by investing in
new contents in order to capture viewing audiences
from original operators.
RS is considered as having vast experiences for a
period of time in operating the satellite television
business and is ready in every direction whether
in the form of personnel, producing contents for
variety, entertainment and documentary programs,
including readiness on financial support. These give
us confident in certainly establishing the Company
as leader in the free television media.
Overall economic situation for Thailand in 2014
showed a slowdown trend when comparing to the
previous year as economy for domestic market
had a rapid setback from political turmoil starting
in late October 2013. Other external factor such
as economy of the USA and many countries in
Europe which were our important trading partners
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03
encountered economic slowdown, thus, sending impact towards our economy as well. The advertising industry which
had its growth rate in corresponding with the economic growth received these impacts too. However, the overall
economic in 2015 has clearly shown recovering trend from intervention of the National Council for Peace and Order
(NCPO) that stops the political violence and by receiving support from Government policy that generates consumers
spending such as payment for farmers, etc. Additionally, as external economy also shows a recovering trend, the Bank
of Thailand forecasts that in 2015 the national GDP will grow 4 – 5 % which will result in generating growing trend for
the advertising industry as well.
In 2014, revenue from sales and services amounted to Baht 4,306.5 million which showed growth of 24% from previous
year and was due from strength of contents that received well acceptance from audiences and advertising media buyers.
Moreover, the Company also received additional special revenue from rights management of the FIFA World Cup 2014.
The television business generated revenue of Baht 1,425 million or growth of 36% which resulted from continuous good
performances from each of the channel. These could be seen from the success in audience rating of “Channel 8” which
received number 4 rating in the digital television channel (data from AGB Nielsen Media Research in February 2015),
and “Channel 2” , “Sabaidee TV”, and “YOU Channel” that received high ratings in the satellite television channels in
their categories.
Radio business still had continuous growth even though the radio industry was near its saturating point but the Thai
radio station “Cool Fahrenheit 93” and the country radio station “”Sabaidee Radio” were leaders in their categories. The
“Cool Fahrenheit 93” still held number 1 rating in the easy listening category, and “Sabaidee Radio” held high ranking
number from research data from the AGB Nielsen Media Research. Thus, the radio business of the Company still enjoyed
continuous growth. In 2014 radio business generated revenue of Baht 554 million. Growth from both the television and
radio business resulted in the overall growth for media business in 2014 with revenue registered at Baht 3,357 million,
or growth of 69 % comparing to previous year.
For the overall picture of the media business in 2014, its revenue showed 78 % of the Company total revenue as will
increase the percentage in future. In 2015, the Company has re-designed its organization in order to move forward as
leader in the media industry.
The music distribution business registered revenue of Baht 457.8 million, decreased from previous year of 41 %, due
to changing consumers’ behavior thus making the physical product sales value gradually decreasing. However, music
business still had important role as it was the upstream for contents and most personnel in the entertainment side of the
Company which could be further use for the Company’s media business as it could be seen from the success of the
“Sabaidee TV” and “YOU Channel” channels. Moreover, in 2014, the Company also reorganized its music distribution
business by combining both the business center of string and country to be under the same management which
generated proficient operations and maximum efficiency.
The Event Management in 2014 generated revenue of Baht 458.5 million decreased 34 % from previous year due to
intense political situation that delayed private corporations and Government agencies from business activities. However,
the Company’s events still regularly generating revenue such as the “Kid Tung D2B” concert, “Sabaidee” Sunjorn, and
“Looktung Festival” that received overwhelming responses.
For the part of cost of sales and services amounted to Baht 2,924.7 million, increased 39% from previous year which was
due from cost realized from live broadcasting of the World Cup 2014, including cost increased from “Channel 8” digital
TV for cost on the license operating of the digital television. Also, this included cost on service of the digital television
network (MUX), cost on signal reception including investment in equipment, personnel, producing programs, and
purchasing various copyrights programs for the development of contents’ quality in drama, news and variety programs
to make them strong and interesting. Expenses on sales and administration amounted to Baht 866 million, decreased
2% from previous year from reduced expenses concerning personnel and the marketing plan adjustment which resulted
in decreased cost on sales promotion. Thus, in 2014, net profit for the Company totaled Baht 371 million, decreased 6
% from previous year which mainly due from increased cost from “Channel 8”.
For social responsibility RS still emphasized in social activities together with the entertaining business. In 2014, the
Company engaged in many social activities including the arrangement on some of the activities ourselves. The activities
included “English Teach a Child” project under the “84 Schools Doing Good Deed for the King”, “Kamikaze Give & Share
2015”, “Share the Happy New Year for our Brothers and Sisters” year 2, “Channel 8 Share to Child” activity, Share our
Love on Children Day to Nonthapoom House, and other activities such as “1 to 3 Blood” for you, and “Life is Beautiful”
project for underprivileged patients.
Good corporate governance is always a very important factor in operating the RS business as indicates in the Corporate
Governance of Thai Listed Companies 2014 that the Company has been listed in the very best CG scoring. The Company
has reviewed its good corporate governance policy on the yearly basis and always instructs its Directors, Executives
and employees to follow the policy. Apart from the goal in achieving the business success, we are determined to build
sustainable society and balance that covers the economy, society and environment, including the building of long term
benefit for our shareholders.
In 2015, RS still holds on to its original strategy as the media revolutionist similar to the past years. For the Company
to fully change from the entertainment to the media business, the most important thing is that all employees must have
the same goal and ready to change and develop in any aspects in order to guide our corporation to its planned target.
Lastly, on behalf of the Company’s Board of Directors, we would like to thank shareholders, customers, government
agencies, and sponsors who have confident, trust, and always support us all along, and most important of all are our
employees and artists who dedicated their bodies and minds by uniting in moving our company forward strongly and firmly.
Mr. Surachai Chetchotisak
Chairman and Chief Executive Officer
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2
Management Team
01
03
02
04
06
05
07
09
08
1. Mr.Surachai Chetchotisak
6. Mr. Sorat Vanichvarakij
2. Mrs. Pornpan Techarungchaikul
7. Mr. Phisit Dachanabhirom
3. Mr. Darm Nana
8. General Pairoj Panichsamai
4. Mr. Danaisidh Peslapunt
9. Associate Professor Witaya Danthamrongkul
5. Mr. Sutthisak Prasatkarukarn
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07
Management Team
Mr.Surachai Chetchotisak
52 Years
Chairman / Chief Executive Officer
Education :
Honorary Doctorate Degree of Marketing, Chandrakasem Rajabhat
University
Bachelor’s degree of Political Sciences, Ramkhamhaeng University
Thai Institute of Directors Training :
Director Accreditation Program (DAP) Year 2003
Experience :
• 2012 - present • 2003 – present
• 1992 - present Chairman
RS Public Company Limited
Chairman of the Executive Committee
Chief Executive Officer
Directorships in other companies that are not owned by the RS
Public Company Limited:
•
•
•
•
Director of Chetchotisak Co.,Ltd.
Director of SS2C Co.,Ltd.
Director of Tiger Fun Co.,Ltd.
Director of Primo Posto Co.,Ltd.
Shareholding at the beginning of the year 2014 (Shares) 309,100,000
Bought Shares during the year 2014 (Shares)79,800,000
Sold Shares during the year 2014 (Shares)Shareholding at the end of the year 2014 (Shares) 388,900,000
Shareholding (%) 38.04
Mrs. Pornpan Techarungchaikul
44 Years
Director / Secretary to the Board of Directors and Company Secretary
Chief Operating Officer
Education :
Master degree (MBA) from Sasin Graduate institute of Business
Administration of Chulalongkorn University
Bachelor degree of Statistics
Chulalongkorn University
Director Certification Program (DCP) Year 2007
Experience :
• 2008 – present • 2007 – present • 2004 – present
• 2003 – 2007
• 2001 – March 2003 • 1999 – July 2001
Secretary to the Board of Directors and
Company Secretary
Director
Executive Vice President
Assistant Managing Director
Golden Land Property
Development Public Company Limited
Assistant Vice President
SG Securities Co., Ltd.
None
Shareholding at the beginning of the year 2014 (Shares) Bought Shares during the year 2014 (Shares)Sold Shares during the year 2014 (Shares)Shareholding at the end of the year 2014 (Shares) Shareholding (%) -
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09
Mr. Darm Nana
45 Years
Director / Chief Financial Officer
Education :
Master of Business Administration (MBA),
University of Notre Dame, Indiana, U.S.A
Bachelor degree of Arts in Economics (BA Econ),
Thammasat University
Experience :
• 2007 – Present • 2007 – Present
• 2002 – 2007 Director
Chief Financial Officer
Senior Vice President
Corporate Banking, HSBC Thailand
None
Mr. Danaisidh Peslapunt
59 Years
Director / Executive Vice President – Central Legal Office
Education :
Thai Barrister at Law from The Institute of Legal Education Thai Bar
Association
Bachelor of Law from Ramkhamhaeng University
Certificate of Intellectual Property and International Trade from The
Institute of Legal Education
Thai Bar Association
Financial Statements for Directors (FSD) Year 2008
Experience :
• 2007 – present • 2007 – present • 1997 – 2007 Director
Executive Vice President
– Central Legal Office
Law Consultant
None
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011
Mr. Sutthisak Prasatkarukarn
49 Years
Director / Managing Director, Thai Copyright Collection Co.,Ltd.
Education :
Master of Laws (LL.M.), Ramkhamhaeng University
Bachelor degree of Law, Ramkhamhaeng University
Certificate in Business Law, Ramkhamhaeng University
Experience :
2012 – present 2003 – present Director
Managing Director
Thai Copyright Collection Company Limited
None
Mr. Sorat Vanichvarakij
41 Years
Director
Education :
Master of Business Administration (MBA)
Asian Institute of Technology (AIT)
Bachelor degree of Marketing Business Administration
Assumption University of Thailand (ABAC)
Experience :
• 2012 – present • 2003 – present • 2003 – present • 2003 – present Director
YT Group Company Limited
VRK Engineering Company Limited
Pan Asia Industrial Company Limited
• YT Group Company Limited
• VRK Engineering Company Limited
• Pan Asia Industrial Company Limited
Shareholding at the beginning of the year 2014 (Shares) 163,750,000.00
Bought Shares during the year 2014 (Shares)
19,302,900.00
Sold Shares during the year 2014 (Shares)
70,000,000.00
Shareholding at the end of the year 2014 (Shares)113,052,900.00
Shareholding (%) 11.05
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Mr. Phisit Dachanabhirom
73 Years
Independent Director and Audit Committee Chairman
Education :
Bachelor Degree of Accounting, Thammasat University
Bachelor Degree of Commerce, Thammasat University
Certified Public Account No.966
Audit Committee Program (ACP) Year 2005
Experience :
• 2007 – present Independent Director and
Audit Committee Chairman
• 2013 – present
Director
Don Muang Tollway Public Company Limited
Director and Audit Committee Chairman
Jaymart Public Company Limited
Director and Advisor,
Phuket International Hospital
Company Limited
Executive Chairman
Professional Alliance Group Limited
•
•
•
•
•
Don Muang Tollway Public Company Limited
Jaymart Public Company Limited
Phuket International Hospital Company Limited
Professional Alliance Group Limited
Polipharm Company Limited
General Pairoj Panichsamai
68 Years
Independent Director and Audit Committee
Education :
Master degree of Social Development
National Institute of Development Administration (NIDA)
Royal Military Academy Sandhurst U.K.
Bachelor of Law, School of law LL.B., Ramkhamhaeng University
Audit Committee Program (ACP) Year 2007
Finance for Non-Finance Director (FN) Year 2007
Experience :
• 2007 – present • 2014 – present
• 2006 • 2005 • 2000 Independent Director and Audit Committee
Member of the National Legislative Assembly
of Thailand 2014
Deputy Supreme Commander
Supreme Command Headquarters (Army)
Chairman of the RTA Advisory Board
Commanding General Army Weapons
Production Control Center
None
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15
Associate Professor Witaya Danthamrongkul
52 Years
Education :
Master of Business Administration (MBA.)
Oregon State University, USA
Bachelor degree of Economic (1st Honor)
Thammasat University, Thailand
Experience :
Independent Director and Audit Committee RS Public Company Limited
• Present
Associate Professor and Lecturer, Department
of Human Resource and Organization
Management, Faculty of Commerce
and Accountancy Thammasat University
• Present
Deputy Director of Human Resources Institute,
• 2009 – present Independent Director and Audit
Committee Chairman
Prinsiri Public Company Limited
• 2006 – 2007 Director, Journal of Business Administration
Faculty of Commerce and Accountancy
• 2000 – 2001
Training Director
Institute of Small and Medium Enterprises
Development (ISMED)
Independent Director and Audit Committee Chairman, Prinsiri
Public Company Limited
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3
Policy and Business Overview
Policy and Business Overview
RS was established in 1976, starting from the music business. Later, the company was converted into a public company.
And has been listed on the Stock Exchange of Thailand in 2003 with registered capital of 560 million baht and changed
its name to “RS Public Company Limited “. As of December 31, 2014, the Company had paid-up capital amount of
1,022,346,046 ordinary shares at one Baht par value. However, the company has continued to expand the music business
to fully media including radio, television, film business and event management. At the end of 2013, the company won
the Digital TV auction Standard Definition Type 1 channel. The Company has adopted the “Channel 8” that originally
aired on the satellite TV platform. Switching to Digital TV broadcast since April 2014. The company has operated under
the Vision and Mission as follows.
Vision
The revolutionist that creates entertainment products with social responsibility
Mission
To offer quality entertainment products that meet our customer’s needs through the force of excellent human
resource that is poised to respond to any changes and always explore new opportunities by adhering to the
principles of modern management and technology.
Business overview of the Company and its subsidiaries.
Current business of RS contain 3 main business such as media business, music distribution and event management.
which media business has the largest proportion. Media business consists of radio and television with Digital TV
Channel 8 as a leader. Moreover the company also have 4 satellite TV channels such as Channel 2, YOU Channel,
Sabaidee TV and Sun Channel. Each channel of the company has been well received both in terms of audience
and Media advertiser clients. This makes the media business is growing steadily. The Company has been invested
through various subsidiaries. The details are as follows.
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Subsidiaries of the company that owned 100 percent Contain
•
•
•
•
•
•
•
•
•
•
RS Television Co.,Ltd operates television production and event management
Starz (Thailand) Co.,Ltd operates television production and event management
Coolism Co.,Ltd operates radio business and event management
Thai Copyright Collection Co.,Ltd operates copyright collection.
Poema Co.,Ltd operates event management
Aladdin House Co.,Ltd operates event management
Blu Fairy Co.,Ltd operates event management
Nagasia Co.,Ltd operates event management
Yaak Co.,Ltd. operater event management
Dee Media & Production Co.,Ltd. operates event management
Subsidiaries of the company that owned 83 percent Contain
• RS International Broadcasting and Sports Management Co.,Ltd operates television production and sports
management
Media
Television
Radio
Music Distribution
Coolism Co.,Ltd.
RS PCL.
Starz (Thailand) Co.,Ltd.
RS PCL.
* 83.33% Shareholder by RS Public
Company Limited
As at December 31, 2014
RS PCL.
RS PCL.
The Copyright
Collection Co.,Ltd.
Sport Management
RS PCL.
RS Television Co.,Ltd.
Event Management
RS International
Broadcasting and Sportt
Management Co.,Ltd.*
Temporality suspended
- RS Film & Distribution Co.,Ltd.
- Avant Co.,Ltd.
- R.S. Sportmaster Co.,Ltd.
- Bangkok Organization Co.,Ltd.
- R Siam Co.,Ltd
- RS In-Store Media Co.,Ltd.
- S-One Sports Co.,Ltd.
Poema Co.,Ltd.
Blu Fairy Co.,Ltd.
Nagasia Co.,Ltd.
Aladdin House Co.,Ltd.
Yaak Co.,Ltd.
Dee Media &
Production Co.,Ltd.
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Business Descriptions
Business Descriptions
At present, RS Group has 3 main core businesses which are the Music Business, Show Business and Media Business.
Revenue Structure
2012
Amount
(Million
Baht)
share
in total
revenue
(%)
2013
Amount
(Million
Baht)
share
in total
revenue
(%)
2014
Amount
(Million
Baht)
share
in total
revenue
(%)
Media Business
1,193.0
42%
1,986.3
57%
3,356.8
78%
Music Distribution
883.2
31%
777.2
22%
457.8
11%
Event Management
718.8
26%
692.6
20%
458.5
10%
Revenue from Other Business
17.4
1%
5.5
1%
33.3
1%
2,812.4
100%
3,461.5
100%
4306.5
100%
Type of Business
Total Revenues
Media Business
RS media business consists of 2 major media i.e. TV, and Radio
TV Media Business
RS Public Company Limited operates 5 satellite television channels i.e. Sabaidee TV, YOU Channel, Channel 8,
Star Max Channel, and Sun Channel La Liga which have different concepts and target groups as follow:
Channel 8 is operated under the concept of “Your Friend Everywhere, TV for Everyone” which presents its works to serve
demands for all age and gender groups of audiences by producing and creating all forms of entertainment varieties. The
laid out concept is similar to other free television channels which consists of variety of programs with its strength during
the super prime time period for new television drama with its first run. In 2014, Channel 8 has 5 new first run dramas i.e.
Dong Dok Ngew, Sap Sang, Pua Chua Kraw, Ching Rak Hak Sawart and Mia Thien.
Moreover, there are many programs in various varieties such as the news program “ Kuikhao Chong 8”, and Kuikhao
Yarmyen”, the entertainment programs “Bunthoeng 108”, the talk-show program “Pakpong”, the reality show program
“Saengsawan Pichitfun”, the comedy, game-show and various concerts program including many foreign and domestic
films that are being circulated in 24 hour broadcasting. New dramas and these programs have generated interesting
trends among audiences and advertising agencies within a very short time which always reflects Channel 8’s rating as
leader in the entertainment variety group from Nielsen Media Research.
Sabaidee TV channel focuses on the target group with appreciation of Thai songs not only limited to country music but
also included songs for life, hit songs in the past, rare-to-hear old songs, string music, including underground music
market where a music maker is given an opportunity to promote their work, under the slogan “various Thai style music,
happy watching for the whole family”.
The strengths of Sabaidee TV channel of which its contents are produced and managed under R Siam record label is
capitalized on to present a wide variety of programs, both in depth and in width, by drawing and utilizing the full potential
of artists in our care along with the selection of an emcee with unique identity, well remembered and liked by people of
many different groups. All of the aforesaid characteristics make Sabaidee TV a channel of pleasure people can watch
all day where people can communicate all the time via SMS which will be shown on TV screen.
YOU Channel is the channel with concept of “Channel of Thai music for all Thai” consisting of programs from live programs
with variety of flavors and variety show programs that cannot be missed. This is to serve all gender and age group of
audiences and listeners who love listening to music with main target aiming at audiences between 15 – 24 years, and
the secondary target between 25 – 45 years. Presentation is in the forms of music video or concert of various artists,
entertainment in various forms, generating popularity trend by inserting creative content, material to the target groups
and acting as another channel in search for new artists.
The satellite television Channel 2, the no. 1 variety entertainment channel of Thailand that comes with spectacular
entertainment full of flavors, characters, artists, entertainment, and variety programs. The quality contents are presented
to group of all gender, and ages nationwide from 15 – 49 years who adore spicy entertainment taste from leading artists
all over Thailand. These come with closely follow up on heated movements of artists who are under monitoring from
all media. Promoting media that cover targeted audience group and including supports from all allies who give good
response.
Sun Channel is a channel under the “Extreme Entertainment Variety” concept that consists of sport, news, information,
and entertainment programs. Main target group consists of people in their early working lives, and the adult group who
love sport. The new channel still emphasizes on life broadcasting of the La Liga Spanish football in order to serve the
audience group who love football which is the strong point of RS in this sector, and to expand for more coverage in
this audience base group as well. The “Sun Channel La Liga” contains variety of programs such as “Inside La Liga”,
Sun Sport”, La Liga World”, and “La Liga Show programs, etc.
Moreover, add more variety program, “Arthit Lawan Tunkhao”, by using the professional news announcers such as
Chaiwat Anutrakul, Akarapon Thongtaradol, Sasiwan Lertwiriyaprapa, and including many variety programs in order to
cover more audiences.
Marketing and Competition
In 2014, the television media industry had a very important change. The National Broadcasting and Telecommunications
Commission or NBTC announced the 24 licenses auction of the digital television. This created many new competitors
and more intense competition than before to attract audiences and advertising budget. Channel 8 was considered a new
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player in the digital television but had experiences in the television media for a long time as it had been in the satellite
television for over 5 years. Thus, the Company was able to produce quality programs to satisfy audiences.
Even though the birth of digital television in Thailand attracts interest in many business sectors whether from
the audiences or advertising clients who invest their advertising budget into the digital television industry, at present,
the main audiences, approximately 70% still watch their television channels through satellite television. Hence,
the Company has realized the opportunity and importance of satellite television business. In 2015, the Company plans
to build Channel 2 as leader in the satellite television business of Thailand.
Marketing
1. Product Branding and Program Positioning
The Company clearly set the market position of the business in each type of program. The communication of an image
of the Company and the design of programs are aimed at responding to specific needs of individual target groups,
by taking into consideration the pattern of behaviors of viewers in each group and hot trends which correspond to
the strategies of RS Group of companies possessing strength and high competitiveness in the market. 2. Capitalization on the competitive strength of RS Group as a major element of production to obtain a top-quality program
In addition to clearly determine target viewers, the Company capitalizes on the competitive strength of our organization,
in the teen market of large scale and high purchasing power, in the design and production of work to obtain
top-quality programs, using talented artists/performers/singers/teen emcees in our care, our music and other contents
as a major element to create work, upon combined with the strength of our crew members who are highly skilled
and experienced in the production of TV programs and videos, top-quality work is produced and great feedback
is achieved. 3. Formulation of sale patterns to create maximum value for customers
The design of sale patterns of advertising media to respond to the needs of and create maximum value for customers
in a package deal i.e. the sale of loose spot airtime in tandem with marketing activities to repeat and create brand
awareness among customers by placing emphasis on the creation of marketing activities in a CSR concept (Corporate
Social Responsibility) to encourage conscience and publicize knowledge about the social responsibility towards
consumers, presented in a way that blends into with the program content and is able to communicate the properties
of the product in an effective manner to make the spending of advertising budget of customers most value for money.
4. Creation of overall quality to gain customer recognition
The Company focuses on the creation of overall quality in every work unit to gain customer trust and recognition,
not only limited to production quality for customer satisfaction but also included before and after sale services such
as the response to customer needs in a prompt and proper manner, listening to their problems and coming up with
solutions for them.
5. Program development to meet the tastes of target viewers
An analysis of target viewer requirements is conducted on a regular basis from which the results are used to develop
production style and technique in line with the requirements of target viewers and customers to steadily boost program
ratings and sales.
6. Administrative and cost management
A structure has been laid to give flexibility in administrative and cost management by using our employees to produce
work of some parts and hiring outsiders to produce work of other parts (outsourcing).
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025
Procurement of Products and Services
After the birth of digital television, there are many new players in the market, thus, tussle for qualify and knowledgeable
persons are intense and unavoidable. However, the Company has the protection against such risk by signing contracts
with many personnel such as script writers, directors, and artists. Personnel who work up-front and in the background
with capabilities, experiences, and acceptable to the targeted audience group are selected. The up-front personnel
are based on artists under the RS group and others come from selected artists, and freelance artists. The background
personnel that cover creative and production control works is under the Company’s management team, while production
procedure itself is partly under internal employees and partly under hiring from external production company.
Radio Business
RS operates the F.M. 93.0 MHz. frequency under the brand name “Cool Fahrenheit 93” and “F.M. 88.5 Sabaidee Radio”
with the following details:
Radio Station
COOL Fahrenheit 93
Sabaidee Radio
Concessioner
Navy Radio Station
Navy Radio Station
On Air Date and Time
24 hours
24 hours
Signal Coverage
Bangkok and vicinity
Bangkok and vicinity
Program Concept
50 Minutes Music Freeze Your Mind Various Thai music
For the family
Target Audience
Students and working people aged Students and working people aged
20 - 34 years old
15 - 45 years old
Radio Station: COOL Fahrenheit 93 (F.M. 93.0 MHz)
COOL Fahrenheit 93 proceeds as per the Company’s policy in conducting the fully commercialized business of radio
operation. Emphasize is still on maintaining its original popularity, and increasing its audience base. At present, it still
maintains clear audience base, and popularity, and manages to receive the most popularity vote in each of the audience
base from surveying data of Nielsen Media Research. This, results in confidence in using media for advertising purpose
from the Company’s clients of advertising agencies, and products; owners.
Radio Station Theme
Radio Station: COOL Fahrenheit 93 Cool Fahrenheit 93 offers easy-listening Thai songs which are favored by their audience. It is the first radio station, hosted
by accepted professional PJs, that allows the audience to listen to voted songs for 50 minutes continuously. Activities
that respond to the audience’s lifestyles and challenge the working group listeners are also part of the program, which
enhances Cool Fahrenheit 93 to become number one radio for working people in a short period and by mutual consent
according to AGB Neilsen Media Research polls.
For these reasons, Cool Fahrenheit 93 has proved to be a popular radio station according to the AGB Neilsen Media
Research popularity poll, 10 years frequencies from 2002 to present (data as of December 2014). It has been ranked
as the top station in the Easy Listening category for working group aged between 20 -34 years old.
Radio Station Theme
Radio Station : Sabaidee RADIO
Sabaidee radio receives overwhelmingly acceptable rating from listeners as it is the radio program that creates good
mood to its listeners with variety of hit music. Entertainment activities contain many styles of the interactive type similar
to a saying as “Sabaidee radio Frequency of Out-of-the-Box Hit Music”.
The music emphasizes on many style of Thai music with no infinite style and type but all songs must be popular that are
selected from music chart or having top downloading rating. The DJ team with good nature DJs who are acceptable
to the listeners group, and including variety of activities that make listeners happy, and dashing at all time. Concert,
excursion tour, play, party, good food, lucky draw that serve listeners lifestyle, and building relationship with the old fan
club group as well as constantly expanding the new fan club all the time. These actions result in love and acceptance
from listeners and create brand royalty among listeners as well.
From above reasons, Sabaidee radio has the top popular rating from popularity research data from AGB Nielsen Media
Research, and receiving high popularity rating since its creation in July 2011 up to the present date in the radio listening
group of student and working group (15-45 years).
At present, even though behavior of the listening group through radio seems to be lesser, but listeners’ volume through
websites and smartphone is increasing. The number of listeners using websites and applications through COOL
Fahrenheit 93, and Sabaidee radio increases gradually which includes communication channels of the “follow up” and
“view” channel through social media have increased gradually.
Market and competition of the radio media business are still high due to limited budget. Customers prefer to buy the
advertising airtime by taking high popularity as their priorities while pricing strategy is important to decision into buying
the advertising airtime as customer can buy more airtime or receiving variety of advertising package. These depend on
selling strategy of each company to show how the customers’ budget is well spent or not.
026
027
Marketing Strategies
1. Value for Money strategy: Maximizing benefit with the existing customer’s budget for advertising in the form of
package sales i.e. selling advertising airtime together with the marketing activity that results in tangible sales
promotion and worth the investment.
2. Sales promotion strategy: Due to intense competition of the radio industry that need to differentiate the existing
programs in order to add value to radio frequency, customers, and product that participates in the sales promotion,
hence, selling advertising airtime is not enough to satisfy customer requirement and towards brand building, and the
radio frequency. Then, the Company has improved its operating strategy by prioritizing towards the sales promotion
activity into the synergy strategy by combining allies from many businesses into media partner for activity or concert
that has the same customers’ target group. This also includes adding value to products by having coordinated
sales promotion together between the program and listeners.
For all sales promotion strategies, the Company will emphasize quality activity that gives substance and entertainment
to those participants and will serve the customer’s marketing policy efficiently, clearly, and directly at the target
group. The Company will result in generating revenue for customer from the sales promotion activity.
Moreover, the Company can use capability of its advertising and public relation channel to inform public about
the activity of its radio program, and activity of its customer to be accepted and widely known in the form of public
relation news, and advertising in other media such as television, magazine, outdoor media, moving media, etc.
3. Advertising Plan Servicing Strategy: The Company’s team who has been working in the radio business for a long
time with experiences, knowledge, and good understanding in the radio media business can advise customer with
the most efficient media planning. Advertising airtime or advertising package that is suited to customers’ objective
and listeners’ target group is to be selected. The Company’s advertising plan has been created by using specially
designed events in order to serve customers’ requirement and limitation on certain type of products. The synergy
policy with allied trade partners is considered in the advertising plan with all supporting products to create motivation
and good value for money by using the Company’s media.
Procurement of Product or Service
1. DJ and Production and Creative Personnel
The Company has successfully brought about the innovation to the radio circle by employing the new marketing strategy,
“PJ MARKETING” after the accomplishments in the program production of 93 Cool Fahrenheit and other affiliated radio
frequencies by moving the DJ era into the PJ (Program Jockey) one. Each PJ is required to enhance one’s own potential
by possessing the basic marketing knowledge and optimal technology utilization in particular. PJs are the key factor
contributing to the reputation of the radio station as they are responsible people who have a good understanding of the
music, and the ability to communicate with the listeners. With training, they can improve their knowledge of technology
in order to be able to handle state-of-the-art equipment and software. They host their programs in a style that meets the
taste of the target listener, and may also work externally as program hosts for sales promotion activities.
2. Broadcasting System
The Company uses a computer system for automatic broadcasting control which is the technology of international
standards by which its software is regularly updated to keep up with the ever-changing trends and achieve top
broadcasting quality.
Music Distribution
RS music distribution business operates in the comprehensive nature in all processes, starting from artist selection,
music composition, promotion, strategy on media and marketing plan, artist management, and administration of
the music content in the form of artist, music format in the form digital content and distribution of musical disc. Details
on the operating procedures are listed below: 1. RS Group employs a fully integrated business model managing all types of related business. As a company
associated with a number of artists, RS Group has produced a variety of music with continuous releases onto the
market. The targeted market and music genre is presented to the music committee and each music label works
on each album independently until the music album is finished. Subsequently, the music production process will
be independently undertaken by the teams in each music label. The public relations plan and promotion Products
and Services Descriptions strategy will also be created by those teams to be combined with the plans of Media
Management Division and Distribution Division. Finally, the music marketing unit will lay-out the promotion strategy,
conduct the public relation campaign and coordinate with the distributor to ensure the alignment of product’s quality
and market’s popularity.
2. It is RS Group’s policy to generate products in an appropriate quantity and of good quality. As a result, each album’s
investment yields a satisfactory outcome.
3. Utilization benefits through all media channels for both Free TV and Satellite TV, radio, printed media, internet media
through the Company and its affiliated company’s websites and social media channels to facilitate efficiency of the
public relations programs, and utilize all media for maximum efficiency.
4. Efficient distribution transfers products to end customers thoroughly in both forms of digital and physical contents.
Set up the management and follow up system for closely monitor the distribution channels.
5. Efficient and systematic music copyright management creates added revenue for the business.
6. The policy in opening opportunities to new group of artists, song writers, and new creative channel of songs in order
to develop and improve the quality of RS Group’s songs to be updated and covering the target groups at all time.
Music Distribution acquires most of its revenue from the following 3 sources:
1. Revenue from music products through Digital Content in the forms of Download, Ringtone, Ring-Back Tone,
downloading of full song through various channels such as iTunes, the www.rsonlinemusic.com website, or Wireless
Application Protocol , and music listening in the form of on line streaming through “Deezer” system and Youtube.
In year 2015, The company is preparing to join the many potential platform partners.
2. Income from the sale of music products in forms of CD, MP3 in the forms of new and old hit singles in various
formats, including VCDs and DVDs recording the concerts of Thai modern or country music artists through their
new single albums, and/or their hits collection versions and so on.
3. Revenue from copyright collection through RS affiliated company called “Thai Copyright Collection Co., Ltd.” or
“TCC” which collects all commercially viable copyright fees.
028
029
Affiliated Artist/Singer
RS Group has both String Music singers and Country Music singers. Each music style has both solo singers and groups
whom have different styles. RS artists and singers include:
String Music singer such as Four - Mod, 321, Timethai, Neko jump, Alarm9, Karamail
Country Music singer such as Baitoey R-siam, Ja R-siam, Kung Suthiraj, Kratae R-Siam, Jintara Poonlarp and BowVee.
At present, consumers’ music listening behavior have changed from the past as the important variable comes from
internet, and widely spreading usage of the smartphone. Then, consumers turn to listening more to the on-line music
through various websites and the smartphone, and resulting in decreasing sales of the musical disc. The Company
realizes more on the importance of distribution channel as variety of distribution channel is needed to penetrate thoroughly
to consumers without the need for musical disc as before.
Moreover, the widely spreading problem on the copyrights infringement through the on-line or digital system due to
advance in technology, enables consumers to easily and rapidly reach the illegal downloading websites. Music distribution
business worldwide encounters yearly decreasing trend especially revenue on sales of the musical discs. Retail or small
music distribution businesses have difficulty in operating their business and some have to close down their business.
Nevertheless, in 2014, the Company has overhauled its music distribution business by grouping the string and country
music together and manages under the same management. Raw materials are shared in order to reduce some expenses,
while stock on hand of the musical discs in the warehouse has been reduced in correspondent with the altering change
in consumers’ behavior.
Event Management
Event Management income derives from 2 parts i.e. 1) the organization of concerts and events for public and private
sectors and 2) artist management.
The organization of concerts and events for public and private sectors
Shows and events are another business that is rapidly growing in Thailand because products, services and advertising
agencies has turned to allocate more budget for below-the-line activities over the past years as a result of a rising cost
of airtime for TV commercials compounded by a larger number of competitors selling products in the same category.
RS is specialized in organizing concerts and events to fulfill marketing plans of agencies, for the promotion of products
and services, that have turned to invest in non-media or below-the-line activities in forms of shows and events, and a
series of plans for the organization of entertainment activities that can obtain long-term positive effects on business will
be presented.
The business of organizing concerts and events in Thailand can be divided into three main groups as follows:
1. Presentation and event organizers providing services on the organization of general events to promote products
and services for customers.
2. Local event promoters providing services on the organization and marketing of stage performances, shows and
concerts with their own investments and/or in cooperation with other local companies.
3. International event promoters providing services on the organization of shows and concerts as well as on the
formulation of marketing plans thereof, with their own investments and/or in cooperation with other companies, by
selecting live performance products for marketing in the country.
The competition for the organization of concerts and events in Thailand is rather high because there is a large number of
enterprises at all scales, whether small, medium or large. However, on the plus side, this business has a high prospect
because most marketing plans for product promotion set aside more budgets every year for below-the-line activities.
Being a large-scale entertainment company gives RS an advantage over others in the organization of concerts and
events, that is because we have lots of artists under our care and we run integrated media business of all kinds such
as TV, radio and other media channel. These qualities can give assurance that concerts and events organized by the
Company can fulfill customer needs.
Artist Management
RS’s long-time engagement in the business of integrated entertainment results in loads of artists and actors/actresses
under the care of the Company. These personnel are valuable assets who create value for the Company and be a
representative of the Company in joining activities with other organizations, and taking jobs to appear in public events
after their albums are released and promoted.
Artist management is an arrangement of all affairs to add value to artists, create jobs to boost income for artists in
addition to the launch of music work or performances as usual i.e. organization of concerts inside and outside the
country, appearance in public events for singing, fashion show performance, interview, sports playing, and so on, stage
show performance in a fenced area with the sale of admission tickets, made-to-order production in accordance with
individual customer requirements, and presentation show.
The Company employs both mass customization strategies and Customization Strategy as a major policy (depending
on each category of product or service) by emphasizing the importance of direct customers as the main focus but
never forgets to take care of customers in the group of advertising agencies. With regard to the technique of work
presentation, the Company aims to make customers aware that any work presented by the Company is a marketing
tool to help individual customers achieve success in fulfilling their pre-determined marketing objectives by building on
the principle of entertainment marketing to approach consumers.
The Company reformats the management of performing artists by allowing artists to take jobs by themselves at
the standard remuneration rate fixed by the Company and those artists have to deduct and share a part of revenues,
at a specified rate, to the Company. This new format helps increase jobs and boosts income for artists and contributes
to greater flexibility of artist management.
031
5
Risk Factors
Risk Factors
RS Group has evaluated the risks that might affect its Companies and subsidiaries that may result in impacts toward
its business operations as follows:
Risks from copyright violation
Impacts of music industry from copyright violations of music contents are in various forms such as distribution of pirated
physical discs (CD, VCD, DVD, MP3), downloading music from unauthorized websites, using music contents to earn
revenue through karaoke shops, arranging of activities and concerts, etc. These copyright violations result in unrealistic
revenue from music contents thus does not reflect the real consumer demand.
The Company has realized the importance of this problem, and has adjusted its sales strategy to correspondence with
changing behavior of consumers such as changing the sales format of the music CD into the digital form, changing the
distribution channel into the modern trade channel and convenient store type, the development of digital system and
downloading channel of the music contents for easier services, the adjustment of product packaging and additional
new services, etc. Moreover, arrangements have been made to protect and suppress the copyright violations with
support and coordination from the Government using law enforcement procedures against operators who violate the
Company’s copyrights.
Risks from concessions renewal
Concession for Radio Business
Normally, the leasing period for the radio station’s broadcasting is about 2 years, if the leasing time has not been
extended, it will result on impacts on the broadcasting continuity and the Company’s revenue. This will include risk
on any changes in the contract conditions which may result in the inferior condition from original contract. Moreover,
searching for the new radio broadcast’s airing time as replacement may result in losing business continuity, and in
building similar popularity rating as the previous program, or may cause higher cost as well. However, the Company truly
believes that due to its continuously producing good quality performances and receiving high popularity with constant
listeners’ base group, including as an important business operator who abides with standard payment and strictly
conforms to payment conditions on airing time as well as on building good relationship with the concession provider, the
Company will receive some trust and, thus, reduce some risk that may happen during concession renewal. Nevertheless,
the Company will consider value of the concession renewal by comparing with investment cost. If the concession renewal
does not beneficial to the Company, investment on concession renewal may not be considered.
Concession for Satellite Television Business
The Office of the National Broadcasting and Telecommunications Commission (NBTC) has made announcements on
the regulations and methods in giving permission for radio and television broadcasting in order to organize the satellite
television, and cable television operators into its regulatory mechanisms. The NBTC will issue licenses to operators
periodically in which the initial permits will have 1 year duration, and after that consideration will be made to issue
licenses of no more than 2 years at a time. NBTC will take into consideration, complaints on violation of inappropriate
contents, or advertising that contravene with the law, or any actions that contrary or inconsistent with the regulations
on consumers’ protection , including other new regulations that NBTC will introduce in future, as the basis to consider
the issuing of the renewal licenses to each operator. The periodic issuing of licenses with a rather short operating time
may limit business operations, manufacturing plans, and revenue generating of the Company, however, the Company
realizes the importance of strictly complying with rules and regulations in order to create confident that continuous
renewal of license on satellite television will be granted.
032
033
Risks from announcements on regulations from the Office of the National
Broadcasting and Telecommunications Commission (NBTC)
The Company operates television business in the digital terrestrial television and the satellite television business. The
television business is considered as a mass communication business that is very influential to the people as people can
reach and receive information thoroughly more than any other mass media channels, hence, business operations of the
television business is essentially operated under the laws. Office of the National Broadcasting and Telecommunications
Commission (NBTC) is the Government agency that supervises television business operators in Thailand with its main
duty in supervising, and issuing various regulations in order to control free and fair competition among television business
operators with ethical standards. Consumers are to be protected on their benefits, and not to be exploited by business
operators such as supervision on the content to have suitable quality with the target group, suitability rating on contents
for children and youth, advertising, etc. At present, NBTC still makes regular new announcements in accordance with
its policy, and problem concerning business operators, hence, announcements from the NBTC still exist together with
all the television business operators. Hence, all the announcements that will be issued to control the television business
operations, will not be stable, and will require a period of time to realize any impact on business operations of the
Company, and eventually reflect risks on business operations.
Risks from intense competition in the television media business
In the past years, the television industry encounters more intense competition from the start of digital television
broadcasting in mid. 2014; including many existing channels in the satellite and local cable television. These can be
seen from continuous programs adjustments of each channel operators for more interesting programs with improved
quality in order to attract more rating from consumers and more budgets from the advertising market. The advertising
agencies will have more choices for their advertising media by having “rating” and “value for money” as criteria in
placing the advertising media which will result in more difficulty for selling the advertising time. However, from the
Company experiences in the production of television programs, and in managing its own satellite television for a long
time, having clear cut target audience group, strong content directly matching with its audience’s taste, having quality
and experienced personnel and working team, including various types of marketing promotion activities to constantly
activate audiences for continuous following, the Company’s satellite television is in the top ranking position of the Nielsen
Media Research (the survey and market research company that is recognized worldwide) will eventually enable it to
capture and maintain its market share from competitors in the industry.
Risks from occasional huge marketing events
The Company has continuous plan to expand its business, and some acquired project may require a rather high investment
cost which may encounter some risk if revenue management cannot be reach according to plan. Causes may derive
from many factors such as from rapid change in technology, changes in consumers’ behavior, various changing trends,
more intensified competitive situation in the industry as well as contract termination, or the occurrence of any event
that make it impossible to continue, etc. However, the Company has stipulated the screening process, evaluating its
usefulness, and cost effectiveness prior to investment. Study on the project feasibility has to be conducted prior to signing
any contract or any other binding condition by using experts from related fields to jointly consider for cautiousness and
conciseness of the project. Moreover, advanced planning and early preparation have to be conducted by the arranging
of pre-sale from supporting sponsors when the project is still in its production process. Additionally, large project has
to be approved by the Company’s Board of Directors in order to reduce any risk that may occur from the investment.
035
6
Property used in
the business
Property used in the business
Property used in the business operations of the Company and subsidiaries company (Group RS) detailed as follows.
Land
The Company and subsidiary company rented the land from the Chetchotisak Company Limited. Detail are described
in Related party transactions subject. Moreover in 2014, the Company and its subsidiaries have leased land from
individuals outside the group, as detailed below.
Address
Renter
Contract term
Rental fee/month
(Million Baht)
431/2-5
RS Public Company
Limited
3 years
0.41
Soi Ladphrao 15
(Aug 2014 – July 2017)
Jatujak, Bangkok
Equipments
Equipments used in the business of RS group. The details are as follows
Equipment and machinery
Ownership
Book Value
Year 2013
(million Baht)
1. RS Public Company
Limited
Studio recording and
Broadcast equipment
Owner
77.14
Nil
2. COOLISM Co.,Ltd.
Studio recording
Owner
4.20
Nil
3. Yaak Co.,Ltd.
Studio recording
Owner
1.92
Nil
Company
Obligation
Warehouse
Warehouse of the Company and its subsidiaries are as follows.
Renter
Contract term
Rental fee/month
(Million Baht)
1. 9/102 Phaholyothin Road,
Klongluang, Pathumthani
RS Public Company
Limited
1 Year
0.20
2. 9/26, Building phaholyothin
klongluang pathumthani
Starz Co.,Ltd.
(Thailand)
Address
(agreement expire
on Jan 2015)
1 Year
(agreement expire
on Dec 2014)
0.10
036
037
Concession and Radio leases
The Company and its subsidiaries lease radio stations from government agencies and third parties. As follows :
Station
Station Owner
Contract term
1. F.M. 93.0 MHz
Navy Radio Station
1 Jan 2014 – 31 Dec 2015
2. F.M. 88.5 MHz
Navy Radio Station
1 Jan 2014 – 31 Dec 2015
3. F.M. 91.5 MHz
Army Radio Station
1 Mar 2014 – 31 Dec 2014
Broadcast transmission service agreement
The Company has entered into a Broadcast transmission service agreement. And other services are as follows:
Service Providers
Contract term
1. Thai Public Broadcasting Service
agreement expire on 16 Jun 2028
2. Thaicom Public Company Limited
1 Aug 2013 – 1 Jul 2023
3. TC Broadcasting Company Limited
25 Apr 2014 – 24 Apr 2017
4. Symphony Communication Public Company Limited
1 Aug 2014 – 1 Aug 2015
5. Interlink Communication Public Company Limited
1 Aug 2015 – 31 Jul 2015
Trademark / service
“Company” registered trademark / service “RS” for 2 types. The date of Registration is 10 November 2005 and 2 February
2007. Each Trademark has 10 years duration from the date of registration. The trademarks / service that expired,
Company has been renewed by the law.
Each subsidiary companies separately registered trademarks.
039
7
Legal disputes
Legal disputes
Company and the subsidiaries had no legal dispute that significantly affected the Company’s business or posed
negative effects on the Group’s assets of which its overall value, as at 31 December 2014, was higher than 5% of
shareholders’ equity. The Company and the subsidiaries had no legal dispute arisen from an out-of-the-ordinary course
of business of the Group either.
041
8
General information
and other important
information
General information and other
important information
General information
Name Type of business :
:
Current business of RS contains 3 main business. Such as
Media Business including Television and Radio. Music
Distribution and Event Management
Address :
419 /1 Soi Ladphrao 15, Ladphrao Road, Chomphon, Jatujak,
Bangkok 10900
Registration No. : 0107546000016
Website:www.rs.co.th
Tel. :02-511-0555
Fax:02-511-2324
Registared Capital
:
Baht 1,026,000,280 including 1,026,000,280 ordinary shares at
one Baht par value
Baht 1,022,346,046 including 1,022,346,046 ordinary shares at
one Baht par value
Paid-up Capital :
Share register :
Thailand Securities Depository Co., Ltd.
62 The Stock Exchange of Thailand Building,
Rachadapisek Road, Klongtoey, Bangkok 10110
Tel :
02-229-2800 Fax : 02-654-5427
Website:www.tsd.co.th
Auditor :
Karin Audit Company Limited
6Fl., Room B1, Boonmitr Building,
138 Silom Road, Bangrak, Bangkok 10500
Tel 02-634-2484-6 Fax 02-634-2668
Website :http://www.karinaudit.co.th
Legal
:
Legal Office, RS Public Company Limited
419/1 Soi Ladphrao 15, Ladphrao Road, Chomphon,
Jatujak, Bangkok 10900
Tel : 02-511-0555
Fax : 02-938-5622
042
043
General Informations of the subsidiary that the company holds more than 10 percent.
Company Name
Location
Type of Business
Type of
Share
Registered
Capital
(Baht)
Paid-up
Capital
(Baht)
5,000,000
5,000,000
Hold (%)
1. Thai Copyright
Collection Co.,Ltd
203/34-36 Soi
Copyright
Ladphrao 15,
Collection
Ladphrao Road,
Chomphon, Jatujak,
Bangkok
Tel. 02-9388000
Fax. 02-9385583
Ordinary
shares
2. Starz (Thailand)
Co.,Ltd
419/3 Soi Ladphrao
15, Ladphrao Road,
Chomphon, Jatujak,
Bangkok
Tel. 02-9021933 ,
02-5110555
Fax. 02-9385621
Television
Production
and Event
Management
Ordinary
shares
200,000,000 200,000,000
99.99
3. Poema Co.,Ltd
203/34-36 Soi
Event
Ladphrao 15,
Management
Ladphrao Road,
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
80,000,000 80,000,000
99.99
4. Blu Fairy Co.,Ltd
419/3 Soi Ladphrao Event
15, Ladphrao Road, Management
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
5,000,000
99.99
5,000,000
99.99
Company Name
Location
Type of Business
Type of
Share
Registered
Capital
(Baht)
Paid-up
Capital
(Baht)
Hold (%)
5. Nagasia Co.,Ltd.
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-511-2324
Ordinary
shares
4,000,000
4,000,000
99.99
6. Aladdin House
Co.,Ltd
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
5,000,000
5,000,000
99.99
7. R Siam Co.,Ltd
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
1,000,000
1,000,000
99.99
8. Dee Media &
Production Co.,Ltd
Chomphon, Jatujak,
Bangkok Tel. 025110555
Fax. 02-5112324
Ordinary
shares
37,000,000 37,000,000
99.99
044
045
Type of
Share
Registered
Capital
(Baht)
Paid-up
Capital
(Baht)
Ordinary
shares
2,500,000
2,500,000
99.98
10. Coolism Co.,Ltd 419/2 Soi Ladphrao Radio Business
15, Ladphrao Road,
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-9385694
Ordinary
shares
25,000,000 25,000,000
99.99
11. RS Television
Co.,Ltd
431/4 Soi Ladphrao Television
15, Ladphrao Road, Business
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
200,000,000 200,000,000
99.99
12. RS In-store
Media Co.,Ltd
419/2 Soi Ladphrao Modern Trade
15, Ladphrao Road, Media
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
30,000,000 30,000,000
65.00
Company Name
9. Yaak Co.,Ltd
Location
Type of Business
Chomphon, Jatujak,
Bangkok
Tel. 02-9385630-2
Fax. 02-5112324
Hold (%)
Company Name
Location
Type of Business
Sport ฺBusiness
Type of
Share
Registered
Capital
(Baht)
Paid-up
Capital
(Baht)
Ordinary
shares
15,000,000 15,000,000
99.99
150,000,000 150,000,000
83.33
Hold (%)
13. S-One Sports
Co.,Ltd
1706 Bangna - trad
road, Bangna
Bangkok
Tel. 02-5110555
14. RS International
Broadcasting and
Sports Management
Co.,Ltd
419/3 Soi Ladphrao Sport
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
15. RS Film &
Distribution Co.,Ltd
203/34-36 Soi
Event
Ladphrao 15,
Management
Ladphrao Road,
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Ordinary
shares
5,000,000
5,000,000
99.99
16. Avant Co.,Ltd
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
4,000,000
4,000,000
99.98
046
047
Type of
Share
Registered
Capital
(Baht)
Paid-up
Capital
(Baht)
17. R.S. Sportmaster 419/2 Soi Ladphrao Event
Co.,Ltd
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
4,500,000
4,500,000
75.98
419/2 Chetchotisak Event
Buiding
Management
Soi Ladphrao 15,
Ladphrao Road,
Chomphon, Jatujak,
Bangkok
Tel. 02-5110555
Fax. 02-5112324
Ordinary
shares
3,000,000
3,000,000
99.98
Company Name
18. Bangkok
Organizer Co.,Ltd
Others Information
-Nil
Location
Type of Business
Hold (%)
049
9
Securities and
Shareholder Information
Securities and Shareholder Information
Registered Capital and Paid-up Capital
As of December 31, 2014, the Company has the registered capital of Baht 1,026,000,280 including 1,026,000,280 ordinary
shares at one Baht par value. The Company has the paid-up capital of Baht 1,022,346,046 including 1,022,346,046
ordinary shares at one Baht par value.
Shareholders
The 10 major shareholders as at the book closure date on January 30, 2015 are as follows:No.
1
2
3
4
5
6
7
8
9
10
List 0f Shareholders
Chetchotisak Group *
Vanichvarakij Group **
Thai NVDR Company Limited
Mr. Santi Kovitchindachai
Mr. Chanyuth Laoraddecha
SIX SIS LTD
Mr. Chairat Kovitchindachai
Mr. Wirot Tossiraporn
Mr. Kasem Ngamekaur
Shares
389,465,000
130,846,500
81,090,937
24,650,000
19,100,000
18,468,240
17,700,000
13,000,000
7,100,000
6,560,000
Percentage
38.09
12.79
7.93
2.41
1.86
1.80
1.73
1.27
0.69
0.64
Remark * Chetchotisak Group such as
1. Mr.Surachai Chetchotisak holds 388,900,000 shares (38.04%)
2. Mr. Chet Chetchotisak holds 565,000 shares (0.05%)
** Vanichvarakij Group such as
1. Mr. Sorat Vanichvarakij holds 113,052,900 shares (11.05%)
2. Mr. Yothin Vanichvarakij holds 13,110,300 shares (1.28%)
3. Mr.Chaitat Vanichvarakij holds 4,575,800 shares (0.45%)
4. Mr.Sukrit Vanichvarakij holds 107,500 shares (0.01%)
List of major shareholders who, according to their conducts, were able to assert their influences towards the management
policy and operation procedure of the company with ulterior motives (Shareholding groups or shareholders who owned
over 10% and holding position as the company’s director or sending representative as the company’s director).
Warrants
Warrants of RS Public Company Limited #2 (RS-W2)
The Stock Exchange of Thailand has granted a listing of certificates representing the rights to purchase shares (warrants
RS-W2) of the Company from June 14, 2010 (Trade date) with the following details:
Type of Securities
RS Public Company Limited Warrants # 2
(RS-W2)
050
051
Secondary Market
Number of Warrants
Underlying Shares
Issuer
Rights of Warrants
Type of Warrants
Term of Warrants
Offering Price
Exercise of Warrants:
Main Market
140,000,269 units
140,000,269 shares
RS Public Company Limited. The warrants were offered to existing shareholders whose
names appeared in the shareholder register on May 12, 2010 in accordance to Section
225 of Securities and Stock Exchange of Thailand Act regarding the closing method of the
shareholders register book and determining the rights of the Shareholders on May 13, 2010,
at a ratio of 5 existing ordinary shares to 1 unit of Warrant for free.
The Warrant holders certificates have rights to purchase ordinary shares of RS Public Company
Limited at the Exercise Ratio of 1 unit of Warrant for 1 ordinary share at an Exercise Price
of Baht 1.90 per share. However, the Exercise Price and Exercise Ratio are subject to any
adjustment in the Exercise Price and Exercise Ratio.
Transferable named certificate
4 years from the issued date (Date of Issuance is on May 20, 2010, Date of Maturity and Last
Exercise Date is on May 19, 2014 and warrants will be delisted on the next day.)
Baht 0 (Baht Zero)
Warrant Holders can exercise the right to purchase ordinary shares of the Company on the
last Business Day of June and December of each year. The first exercise date is on June 30, 2011
and the last exercise date is on May 19, 2014.
Detail of Exercise is shown below
Detail of Warrants of RS Public Company Limited #2 (RS-W2)
Unit
No. 1 June 30 , 2011
No exercise user
-
No. 2 December 30, 2011
No exercise user
-
No. 3 June 29, 2012
2 exercise users
38,000
No. 4 Dec 28, 2012
10 exercise users
9,065,700
No. 5 June 28, 2013
29 exercise users
62,108,688
No. 6 December 27, 2013
25 exercise users
15,821,612
No. 7 May 19, 2014
285 exercise users
52,657,618
This has been exercised to purchase shares of the total 139,691,618 units. And There are users who don’t use the right
amount of 308,651 units. As a result, the warrants are not exercised in the last exercise date on May 19, 2014 Will cease
to be listed Securities on May 20, 2557.
Dividend payment policy
The company and its subsidiaries will pay a dividend not less than 50 per cent of net profit after tax and legal reserve.
However, the Board of Directors may consider and decide not to follow this policy, or adjust it in order to maximize
the benefit to the shareholders.
053
10
Management Structure
Management Structure
Board of Directors
Nomination and Remuneration Committee
Risk Management Committee
Audit Committee
Executive Board
Corporate Governance Committee
CEO
Internal Audit
Human Development Committee
ประธานเจ้าหน้าที่ฝ่ายปฏิบัติการ
(Chief Operating Officer)
ประธานเจ้าหน้าที่ฝ่ายการเงิน
(Chief Financial Officer)
Human Resource and Administration
Finance & Accounting
Legal Office
Corporate Communication
Information Technology
Corporate Client Management
Corporate Branding
Broadcast Business
Event Management
ส�ำนักกฎหมาย
(Legal Office)
Television
Radio
Music Distribution
054
055
Media
Television
Radio
Music Distribution
RS PCL.
RS PCL.
Thai Copyright Collection
Co.,LtdCollection Co.,Ltd
Starz (Thailand) Co.,Ltd
Sport Management
RS PCL.
Coolism Co.,Ltd
RS PCL.
RS PCL.
RS Television Co.,Ltd
Event Management
RS International Broadcasting
and Sports Management Co.,Ltd
Poema Co.,Ltd
Blu Fairy Co.,Ltd
Nagasia Co.,Ltd
*83.33 % Shareheld by RS Public
Company Limited
Temporality suspended
- RS Film & Distribution Co.,Ltd
- Avant Co.,Ltd
- R.S. Sportmaster Co.,Ltd
- Bangkok Organizer Co.,Ltd
- RSiam Co.,Ltd.
- RS In-store Media Co.,Ltd.
- S-One Sports Co.,Ltd.
Aladdin House Co.,Ltd
Yaak Co.,Ltd.
Dee Media &
Production Co.,Ltd.
Management structure of the company consists of 7 set of committees and subcommittees including: Board of Directors,
Audit Committee, Nomination and Remuneration Committee, Executive Committee, Risk Management Committee, Good
Corporate Governance Committee and Human Development Committee. Details are as follows:
Boardof Directors
As at December 31, 2014. The Board of Directors consists of the following qualified persons:
1. Mr.Surachai Chetchotisak
2. Mrs. Pornpan Techarungchaikul 3. Mr. Darm Nana 4. Mr. Danaisidh Peslapunt
6. Mr. Sorat Wanichwarakij
8. General Pairoj Panichsamai
9. Associate Professor Witaya Danthamrongkul
Chairman
Director, Executive Committee, Risk Management Committee Chairman, Good Corporate Governance Committee Chairman,
Human Development Committee Chairman and Company Secretary
Director, Executive Committee
Good Corporate Governance Committee
Director
Director
Director
Independent Director
Audit Committee Chairman
Nomination and Remuneration Committee Chairman
Definition of Independent Directors
Independent Directors are defined as external director, not involving in Executives, company staff, Executive Director or
authorized signatory director, and be independent from major shareholders, Executives and related parties. In addition,
Independent Directors are able to consider equitable treatment to shareholders and to preempt any possible conflict
of interest between the company and related parties. Independent Directors shall possess the qualifications as follows:
1. Hold shares not exceeding 0.5% of the total number of shares entitled to voting rights in the Company, the parent
company, the subsidiary companies, the associated companies or any corporations that may cause a conflict of
interest, which shall be inclusive of the shares held his/her related parties*.
2. He/she has been neither Executive directors** nor been an employee/staff member/advisor getting salary paid, both
in present time and two years before the appointment, of/by the Company, the subsidiary companies, the associated
companies, the affiliated companies*** or any corporations that may cause a conflict of interest.
3. No relationship by blood or legal registration as parent, spouse, sibling, son/daughter and/or son/daughter in-law
of an executive officer or a major shareholder with controlling power, or a candidate who will be nominated as
an executive or a person in charge of the operations of the Company or the subsidiary companies.
4. Business relations can be divided as follows:
(a) Relationship types
• Relationship between professional service providers and users
- Features: Auditors, other professional service providers such as legal consultants, financial advisors,
property appraisers, etc.
- Significant levels that are categorized non-independence.
- Auditors: be prohibited in all cases
- Other professional service providers: Transaction value exceeds Baht 2 million a year.
• Trade/Business Relations (apply the similar guidelines to the Stock Exchange’s requirements regarding
related party transactions:
- Features: Business transactions in all types including normal transactions, real property leases/out-leases,
asset/service-related transactions, and financial assistance grants or receipts.
- Significant levels that are categorized non-independence:
- Transaction value is ≥ Baht 20 million or ≥ 3% of the Company’s NTA (net tangible assets), whichever
is lower.
While considering a value in each time of transaction, the total value of previous transactions over the past
6 months shall be inclusive.
(b) The same relationship as Type (a) with corporations that are categorized non-independence such as major
shareholders, directors (except independent/audit directors) and executives or partners of those corporations.
(c) Prohibited period for no relationship in both types (a) and (b): In present time and two years before the
appointment.
(d) Exemptions: In a necessary and reasonable case which does not happen frequently or constantly, an independent/
audit director may bear a relationship beyond the significant levels, as set out above, during his or her term in
office, provided that a prior and unanimous approval from the board of the Company is obtained. Furthermore,
the board of the Company must provide the disclosure of information regarding the aforesaid relationship in
a registration statement for a public offering or securities placement (filing form), an annual information disclosure
(Form 56-1) and an annual report (Form 56-2). If that independent/audit director is nominated for another term,
the board of the Company shall provide a description of the said relationship in the notice of the shareholders’
meeting on an agendum for the election of director.
5. Be not appointed as a representative of any board members or major shareholders of the company, as well as
being not appointed as a representative of other shareholders who bear relationship with major shareholders of
the Company.
056
057
6. No restrictions that make him/her unable to freely express his/her opinions.
7. An independent director, with the complete qualifications, as stated in clauses 1-6, may be designated and authorized
by the board of the Company to make a decision regarding the operations of the Company, the parent company,
the subsidiary companies, the associated companies, the affiliated companies and/or other corporations that may
cause a conflict of interest, which such decision can be collectively made (collective decision).
If an independent director of the Company also holds office as an independent director for the parent company, the
subsidiary companies and/or the affiliated companies, the board of the Company shall provide the disclosure of such
information as well as the disclosure of overall remuneration that certain independent director gets paid, in the filing
form, Form 56-1 and Form56-2 respectively.
Notes
* Related parties mean persons under Section 258 of Securities and Exchange Act.
** Executive directors mean persons who involve in the management of the Company, hold office and are in charge of the Company as an executive,
and are authorized signatories to execute a binding document on behalf of the Company, except a specified person in any transaction already
been approved by the Board to sign a binding document jointly with other director(s).
*** Affiliated companies mean subsidiaries of two and up having the same parent company.
Directors with Authority to Sign for the Company
Directors authorized to sign for the company are Mr. Surachai Chetchotisak,
Mr. Danaisidh Peslapunt, Mrs. Pornpan Techarungchaikul, Mr. Darm Nana and Mr. Sutthisak Prasatkarukarn. Two of
above directors can jointly sign and affix the company seal.
Roles of Board of Directors
The Extraordinary General Meeting of Shareholders No. 1/2003 held on January 13, 2003 had the resolution to determine
the scope of Board of Directors’ authority in that Board of Directors is authorized to commit any acts necessary for or
related to the normal business operation of the company. The Board of Directors is in charged with overseeing the
company’s operations to be in compliance with the country’s laws and regulations as well as the policies and resolutions
of shareholders’ meetings. The Board of Directors can appoint the committee or assign any other persons to take any
or several actions under the control of the Board of Directors except for the actions stated below. Those actions can be
performed after receiving the approval from the shareholders’ meeting.
In cases where the committee or any person has a conflict of interest with the company or its subsidiaries, the committee
involved in that conflict may not vote on that case.
(A) Any case that the laws mention must be in compliance with the resolution of the shareholders’ meeting.
(B) Performing cases where the committee gains the interest or where the laws and regulations the Stock Exchange
of Thailand are mentioned must be approved by the shareholders’ meeting.
The following cases must be approved by the Board of Directors’ meeting and the shareholders’ meeting with
a voting score of three-fourths of the number of shareholders attending the meeting and voting:
(A) Trading or transferring the company’s businesses or an important part of the business.
(B) Acquiring or receiving transferred business from other companies or private entities.
(C) Making, rectifying or terminating the renting contracts for the entire business of the company or an important
section of it. Appointing any person to run the company’s business or form a merger with any person for the
purpose of profit and loss sharing.
(D) Amending the Articles of Association or Memorandum of Association.
(E) Increasing or reducing capital, issuing debentures, forming mergers or closing the company.
(F) Any actions mentioned in the Securities Act or announcements by the Stock Exchange of Thailand requiring
the approval of the shareholders’ meeting, such as the acquisition or disposal of assets of the listed company
or any related items.
The Company’s Board of Directors is responsible for consideration the list of new Directors who have been screened
and presented by the Nomination and Remuneration Committee. The listed Directors must be ready to dedicate their
times, knowledge, and capabilities for the company, and understand the duties and responsibilities of Director as well.
The company has in place the procedure to keep new directors informed about its business and operation for them
to possess profound knowledge and understanding in the company’s business.
In addition, the Board of Directors conduct the annual assessment of their performance in line with the self-assessment
form to inspect, as well as enhance the efficiency of, their performance.
Roles of Chairman
Served as president in Board of Directors Meeting and Casting vote in case of Equal votes in the meeting. Including
to call the Board of Directors Meeting and Served as president in Shareholders Meeting.Including legal officiate which
specific Chairman Duty.
Board of Directors Meeting Attendance for year 2013
Name
1. Mr. Surachai Chetchotisak 2. Mrs. Pornpan Techarungchaikul 3. Mr. Darm Nana
6. Mr. Sorat Wanichwarakij
8. General Pairoj Panichsamai 9. Associate Professor Witaya Danthamrongkul Title
Chairman Director Director Director
Director
Director
Independent Director Independent Director
Independent Director No. of Attendance
5/5
5/5
5/5
5/5
5/5
5/5
5/5
4/5
5/5
General Pairoj Panichsamai didn’t attend the Board of Directors Meeting 3/2014 on 14 May 2014 due to the urgent task.
Audit Committee
As at December 31, 2014. The members of the Audit Committee are :
1. Mr. Phisit Dachanabhirom1Chairman
2. General Pairoj Panichsamai Director
3. Associate Professor Witaya Danthamrongkul Director
Remark : 1 Mr. Phisit Dachanabhirom is the Audit Committee Member that has knowledges and experiences in reviewing the Financial Statements.
He is the certified auditor CPA License No. 966. He renders his audit services for non-listed company.
Responsibilities of Audit Committee
(1) Attend the Board of Directors Meetings as to participate in policy determination, business decision making and
corporate governance issues.
(2) Consider and recommend the appointment and withdrawn of the auditor and the proposed audit fee including the
following issues :
• To ensure the independence of the external auditor, the Audit Committee shall consider any factors that may
conflict with the auditor’s efficient and professional operations.
058
059
• To freely discuss significant matters, the Audit Committee shall meet privately with the external auditor once
a year, without the management team being present.
(3) Consider the policy and code of conduct of the internal audit department as to ensure their continual appropriateness
and effectiveness.
(4) Review the annual audit plans of the internal audit department.
(5) Review the internal control and internal audit system as to ensure their appropriateness and effectiveness
by coordinating with the internal and external auditors. The Audit Committee shall consider the following issues :
• To strengthen the independence of the internal audit department, the Audit Committee shall approve any
selection, promotion, rotation or termination of the department head.
• To ensure the independence of the internal audit department, the Audit Committee shall consider other factors
that might impact its independent performance, including reporting and supervision processes.
(6) Consider the quarterly audit report and recommendations of the internal and external auditors as well as follow up
the action taken according to such recommendations.
(7) Review the quarterly Company and subsidiaries financial reports as to ensure that they are accurate, credible
and have adequate information disclosures according to the good corporate governance principle.
(8) Ensure that the Company is in compliance with the rules or regulations prescribed by the Stock Exchange
of Thailand and any other laws related to its business.
(9) Review the related transactions of the Company, its subsidiaries and any persons that may cause the conflict of
interest, to ensure that the related transactions are in appropriate conditions without any benefit embezzlement.
(10) Coordinate with the external auditor to consider any problems or restrictions encountered in performing financial
statements audit.
(11) Prepare the Audit Committee report. The report must be signed by the Chairman of the Audit Committee and
disclosed in the Company’s Annual Report. Its report should include the following information :
• The number of committee meetings and attendance of each member.
• Comments on :
- Accurateness, completeness and creditability of the company’s financial report.
- Adequacy of the firm’s internal control system.
- Compliance with SEC’s and SET’s laws and regulation and other laws relevant to the company’s business.
- Suitability of the external auditor.
- Transactions that may cause conflicts of interest.
- Other concerns that have arisen as the audit committee performed its duties as defined in the committee’s
charter.
• Anything else which should be made available to shareholders and general investors within the scope of duties
and responsibilities assigned by the Board of Directors.
(12) The Audit Committee is authorized to invite the executive directors, Management or concerned persons to either
provide necessary information or attend the meeting.
(13) Consider any other matters as assigned by the Board of Directors with the consent of the Audit Committee.
As at December 31, 2014. Nomination and Remuneration Committee consists of 3 qualified persons:
1. Mr. Phisit Dachanabhirom Chairman
2. General Pairoj Panichsamai Director
3. Associate Professor Witaya Danthamrongkul Director
Remark Mr. Danaisidh Peslapunt Has resigned from Nomination and Remuneration Committee on 3 February 2014
Duties and responsibilities of the Nomination and Remuneration Committee
(a) Establish criteria and procedures for selecting a person who is qualified to hold office as a director, select
best candidate in adherence to the procedures set out, and make the recommendation to the board who shall
subsequently propose the nominee for appointment by the meeting of the shareholders of the Company. The duties
and responsibilities can be outlined as follows:
• Determine qualifications of a director in accordance with the structure, size and composition set forth by the
board, by taking the following steps:
- Consider a combined suitability of knowledge, experience and expertise to determine desired qualifications
- Assess the independence of each candidate to see whether he/she is completely or incompletely qualified
as an independent director, and to consider whether or not it is necessary to find a new independent director
in the case that the number of independent directors do not reach the numbers as stated in the board’s policy.
- Consider each candidate’s promising dedication of time.
• Select and nominate a suitable candidate for the board to consider and propose that nominee for final consideration
and appointment by the meeting of the shareholders of the Company.
- Determine a method of director selection that suits the Company’s characteristics.
- Go through the list of candidates, and select the best one who meets the qualification requirements set out.
- Conduct a careful check to make sure that the best candidate who will be nominated for the appointment
by the shareholders’ meeting is duly qualified in accordance with the rules and regulations established
by the authorities.
- Approach that qualified candidate to make sure that he/she agrees to accept the position as director when
he/she is appointed by the shareholders of the Company.
- Propose his/her name for consideration and approval by the board. Upon the board’s approval, a notice of
the meeting of the shareholders of the Company in this regard will be made and sent to the shareholders
calling them to meet, discuss and consider whether or not to appoint that nominee .
(b) Develop a model and guidelines on the payment of directors’ remuneration which will be recommended to the Board
who will then propose them to the meeting of the shareholders of the Company for approval.
(c) Establish guidelines for evaluating CEO performance.
(d) Determine the annual remuneration of directors
(e) Offer new ESOP (or warrants) to directors and employees under diverse conditions that will induce directors and
staff members to perform duties with their best effort, add a long-time value to the shareholders, and truly enable
to retain efficient and competent personnel; however, such incentive scheme should not cost too much and should
be fair to the shareholders of the Company.
The Board of Directors’ Meeting No. 3/2007 on 26 February 2007 has approved the appointment of the Nomination and
Remuneration Committee. And the scope of authority of the Board Nomination and Remuneration Committee.
060
061
Executive Committee
As at December 31, 2014: The members of Executive Committee are:
1. Mr. Surachai Chetchotisak Chairman
2. Mrs. Pornpan Techarungchaikul Director
3. Mr. Darm Nana Director
4. Mr. Komsan Chetchotisak Director
Remark Mr. Komsan Chetchotisak Has resigned from Executive Committee on 1 January 2015
Responsibilities of the Executive Committee
The Board of Directors Meeting No. 1/2003 held on January 28, 2003 and the Board of Directors Meeting No. 5/2005
held on 31 October 2005 had the resolution to determine the scope of Executive Committee’s authority in that Executive
Committee is authorized to commit any acts necessary for or related to the normal business operation of the company.
(A) To approve loans or apply for credit from financial institutions as well as acting as surety or making payments
for general activities of the company. The credit limit of each item must be less than 50 million baht or equivalent.
(B) To appoint and remove the company employees who are ranked below Managing Director (currently changed to
Chief Executive Officer).
(C) To initiate, suggest and formulate policy for the business direction and business strategy of the company and present
it to the Board of Directors.
(D) To form corporate and management structures and Executive Committee. To oversee all aspects of the recruiting,
training, employment and removal of company employees.
(E) To formulate business plans and management powers. To approve the annual budget for business operations and
expenses. To run the company following the business plan and strategy as well as the policy and business direction
presented to the Board of Directors.
(F) To be responsible for other duties assigned by the Board of Directors in each period.
Approval for carrying out the activities mentioned above would not be granted in cases where the Executive Committee,
or parties authorized by the Executive Committee, is authorized to approve activities that may conflict with the company’s
interests under the regulations and announcements of the Stock Exchange of Thailand. Exceptions would be made
for those activities carried out under policies and regulations approved by the Board of Directors, whereby the Board
of Directors has the authority to amend or change the responsibilities of the Executive Committee whenever necessary.
As at December 31, 2014, the Risk Management Committee consists of 3 qualified persons:
1. Mrs. Pornpan Techarungchaikul Chairman
2. Mr. Darm Nana Director
3. Mr. Komsan Chetchotisak Director
Remark Mr. Komsan Chetchotisak Has resigned from Risk Management Committee on 1 January 2015
Duties and responsibilities of the Risk Management Committee
The Company’s Board of Directors meeting no. 5/2010 on August 16, 2010, has the resolution to appoint the Risk
Management Committee, and has authorized its scope of duties and responsibilities as follows:
(a) Consider the policy, framework, and procedure on the risk management which includes giving advice to the
Company’s Board of Directors and management team on risk management.
(b) Supervise and support the risk management so that it is according to plan, and results in achievements for the
organization as well as in the project level.
(c) Consider the Company’s important risks on the organization level, and evaluate the risk management procedures
to be in accordance with the Company’s strategy and business plan.
(d) Report performance to the Audit Committee and the Company’s Board of Directors.
Good Corporate Governance Committee
As at December 31, 2014, the Good Corporate Governance Committee consists of 3 qualified persons:
Chairman
2. Mr. Darm Nana
Director
3. Mr. Komsan Chetchotisak
Director
Remark Mr. Komsan Chetchotisak Has resigned from Good Corporate Governance Committee on 1 January 2015
Duties and responsibilities of the Good Corporate Governance Committee
The Company’s Board of Directors meeting no. 1/2011 on February 23, 2011, has the resolution to appoint the Good
Corporate Governance Committee, and has authorized its scope of duties and responsibilities as follows:
(a) Propose guideline or policy on the good corporate governance to the Audit Committee and the Company’s Board
of Directors
(b) Review or improve guideline or policy on the Company’s good corporate governance
(c) Give suggestions on good corporate governance to the Audit Committee and the Company’s Board of Directors
(d) Supervise Directors and the Management team to comply with the good corporate governance’s policy
Human Development Committee
As at December 31, 2014, the members of Human Development Committee are:
Chairman
2. Miss Praornsri Udompol
Director
3. Miss Prangthip Sailektim
Secretary
Remark The Board of Directors Meeting No.1/2015 on February, 24 2015 had appoint Miss Praornsri Udompol to be Director of Human Development
Committee instead Mrs. Napaporn Treepayak who resigned.
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063
Responsibilities of Human Development Committee
Human Development Committee’s responsibilities are as follows :
(a) To present human resource policy and management direction
(b) To draw techniques and strategies for human resource development
(c) To oversee and supervise human resource operation
(d) To consider and make decisions on human resource development issues based on the direction approved by
the company’s committee
Management Team
As at December 31, 2014, the members of Management Team are as follows :
1. Mr. Surachai Chetchotisak
3. Mr. Darm Nana
Chief Financial Officer
4. Mr. Komsan Chetchotisak Chief Commercial Officer
6. Mr. Soopachai Nilawan Senior Vice President
7. Ms. Chutima Tichachart
Remark 1. Executive refers to executive as per definition from announcement of the Securities and Exchange Commission (SEC) no sor.jor 14/2540
2.
Mr. Komsan Chetchotisak Has resigned from Management Team on 1 January 2015
Roles and Responsibilities of the Chief Executive Officer
The Board of Directors Meeting No. 1/2003 held on January 28, 2003 and the Board of Directors Meeting No. 5/2005
held on 31 October 2005 had the resolution to determine the scope of Managing Director’s authority in that Managing
Director (presently called “Chief Executive Officer”) is authorized to approved commit any acts necessary for or related
to the normal business operation of the company. The Managing Director (presently called “Chief Executive Officer”)
is concerned with the company in general and has the authority to carry out any activity that is necessary. The credit
limit of each item must be less than 25 million baht or equivalent. However, the Managing Director (presently called
“Chief Executive Officer”) has no authority to deal with important assets received or sold out of the company; or matters
concerning persons who may be in conflict with, or have conflict of interest with the activities of the company or affiliated
companies. In such instances, the Audit Committee and/or the Board of Directors, depending on the case, will consider
the matter.
Nomination of Directors and Executives
The Board of Directors Meeting No. 3/2007 held on February 26, 2007 had its resolution to appoint the Nomination
and Remuneration Committee and also approved the responsibilities of the Nomination and Remuneration Committee.
Hence, personnel selection for the company’s Director must proceed through the Nomination and Remuneration
Committee. The Director’s selection procedures must be done by the Nomination and Remuneration Committee whose
consideration will be based as per qualification in section 68 of the Public Company Limited Act B.E. 2535 (1992) and the
related announcements of the Securities and Exchange Commission. Moreover, considerations will be based on ability,
experiences, knowledge, and specific skill for the benefit and development of company’s business, and dedicating their
times and efforts in conducting their duties. Then, the list will be submitted to the Board of Directors and shareholders’
meeting for approval.
To appoint the Board of Directors, the shareholders’ meeting appoints the director based on majority scores with
the following regulations and guidelines:
(A) The voting score of each shareholder is equal: one share equals one score
(B) Shareholders can vote for each directorial appointment.
(C) Persons who receive the highest scores will be appointed to the committee. In the case of any persons receiving
equal scores, the nomination president will make the final decision.
Company Secretary
The Board of Directors has appointed the Chief Operating Officer to be the Company Secretary. The present Company
Secretary is Mrs. PornpanTecharungchaikul. The Company Secretary duty is to ensure that the Company complies with
the Good Corporate Governance of the Stock Exchange of Thailand.
Name
Director, Executive Committee
Risk Management Committee Chairman
Good Corporate Governance Committee Chairman Human Development
Committee Chairman and Company Secretary
Age
44 Years
Education
Master degree (MBA) from Sasin Graduate institute of Business Administration of Chulalongkorn University Bachelor degree of Statistics Chulalongkorn University
Executive Development Program 4 (EDP 4) Year 2009
Thai Listed Companies Association
Relationship between None
Management.None
Experience
2004 – present Director RS Public Company Limited
2008 – present Secretary to the Board of Directors and Company Secretary
2007 – present Chief Operating Officer RS Public Company Limited
Executive Remuneration
Cash Remuneration
(A) D irectors
List
No
Year 2014
Amount of money (Baht)
Detail of Remuneration
Directors
9
905,000
Fixed remuneration and Meeting allowance
Audit Committee
3
1,788,250
Fixed remuneration and Meeting allowance
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065
Detail of Remuneration and Meeting allowance are as follows:
No.
Year 2014
Fixed remuneration (Baht)
Meeting allowance
(Baht)
Board of Director
1
-
125,000
2
-
100,000
3
Mr. Darm Nana
-
100,000
4
Mr. Danaisidh Peslapunt
-
100,000
5
Mr. Sutthisak Prasatkarukarn Director 1/1
-
100,000
6
Mr. Sorat Vanichwarakij
-
100,000
7
Mr. Phisit Dachanabhirom
-
100,000
8
General Pairoj Panichsamai
-
80,000
9
Mr. Witaya Danthamrongkul
-
100,000
Total
905,000
Note: Director remuneration is the benefit paid to the company’s directors in accordance with Section 90 of the Public Company Limited Act B.E.2535
(1992) (excluding salary and relevant benefits paid to the directors who also hold the title of the company’s executives). There is no remuneration for
the directors of subsidiaries.
(B) Executive Directors and Management Team
No.
Year 2014
Amount of money (million baht)
Detail of remuneration
Executive Directors
4
-
-
Management team
7
87.54
List
Salary/bonus/ other allowance
In 2014, the Company has paid provident fund to 6 Executives at approximate amount of Baht 1.78 million.
Other Remuneration
-Nil-
Personnel
The number of employees in the company and its subsidiaries as of 31 December 2014 is 1,200 persons of which
categorized into RS employees of 1,032 persons and subsidiaries’ employees of 168 persons. The total rewards of
company staff as of the year 2014 amounted to Baht 654 million, paid in the form of salaries, overtime and welfare
payments, bonus and provident fund, as well as provident fund for employees totaling about Baht 19 Million.
Human Resources Development Policy
1. The Company realizes the importance of employees as human capital, the most valuable factor that is instrumental
in steering the organization towards growth on a sustainable basis. Hence, annual operational plan and budget
have been clearly specified and arranged accordingly. Human resources development is divided into three levels
i.e. Organization Development, Career Development and Training Development.
1.1 Organization development has promoted the creation of corporate culture within companies under the RS Public
Company Limited since orientation of new employees through Welcome Day Activity.
1.2 Employees’ Career Development that defines progressive career path and stipulates the promotion path
1.3 Training Development is stipulated by using the Competency Base Training together with research on the
Training Need with development methods on both Public Training, and In-House Training. These trainings
cover on the Knowledge Development, Attitude Development, and Skill Development such as Getting through
a Revolution, Leading a Revolution, Positive Thinking and Conflict Management Through form of Management
Theatre Which provided training to staff from the level PG2 to PG6. The Company also organizes training
Service Mind & Effective Communication which helps develop communication skills and the services of the
employees. Including Safety training courses such as Occupational and Environmental Health, Safety course the
Management level, Safety course the supervisor level, etc. The Company also organizes non-training activities
and knowledge-sharing programs in which employees are allowed to attend if they are interested which are in
the form of special lectures by successful executives and speakers from external organizations such as special
lecture concerning knowledge on revenue tax.
2. The Company indicates the importance in continuously building employee engagement through diverse activities
such as the New Year party and The Futsal competition to make relationship of the various departments within the
organization, etc.
3. The Company also realizes in building appreciation towards corporate social responsibility (CSR) to employees,
and to be continuously in accordance with the corporate vision by promoting and arranging for activities such micro
marathon ‘Mega Go Glow Run 2014’ To earn money donated to the Foundation for The Blind in Thailand under the
Royal Patronage of H.M. the Queen.
4. Moreover, the Company also emphasizes on safety and health in the office by communicating knowledge, and news
within the organization through various media, and organizes training activities on fire extinguishing and fire escaping
methods.
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Corporate Governance
Corporate Governance
The Company has stipulated its policy on corporate governance by emphasizing on the control and internal audit system,
and corporate governance of Management to efficiently following its policy. This is for long term benefits of shareholders,
including transparency on business operations, information disclosure, and with proper risk management as well as the
Social and Environment Responsibility for sustaining development.
In 2014, the Company has been continuously granted the Very Good CG Scoring from Thai Listed Companies Good
Corporate Governance Survey Year 2014.
Summarization on corporate governance practices in 2014 is as follows:
Good Corporate Governance Policy
The Company’s Board of Directors stipulates policy on good corporate governance in a written format, and considers
reviewing the good corporate governance policy and code of conduct manual for the Company Group. Follow up
on evaluation of policy compliance is set to at least once a year. The Company publishes manuals to Directors and
employees for references and practices and announced in the Company’s intranet.
The Company’s Board of Directors Meeting No. 1/2015 on February 24, 2015 reconsidered, improved, and had its
resolution to approve the good corporate governance policy and code of conduct manual for the Company Group, and
followed up on evaluation of policy compliance.
Moreover, the Company has comply with the good corporate governance policy for listed companies in the Stock
Exchange of Thailand as states in the 5 following guidelines:
• Shareholder rights
• Equal Right to Shareholders
• Rights of Stakeholders
• Information Disclosure and Transparency
• Responsibilities of the Board of Directors and Sub-Committees
Shareholder Rights
The Company stresses the importance of respecting the shareholders’ right by following regulations as stipulated
by law. In 2014, the Company had ordinary shareholders’ meeting on April 24, 2014. All Directors attended the
meetings except General Pairoj Panichsamai didn’t attend due to the urgent task (list of the Company’s Board of Directors
attendances could be checked at the minutes of the shareholders’ meeting).
The Company has policy on equal treatment of shareholders by realizing on the importance of shareholders’ right on
sufficient and timely information disclosure. Concerning shareholders’ meeting, the Company will issue notice of meeting
which includes details on different meeting’s agendas at least 7 days prior to the meeting date as stipulated by law.
In 2014, Thailand Securities Depository Co., Ltd., which was the Company’s registrar, issued notice of meeting to
shareholders at least 7 days in advanced, or 14 days as stipulated by law.
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In 2014, the Company had issued notice of meeting which included details on different meeting’s agendas prior to
the meeting date as stipulated by law, and each agenda contained principles, and reasons and suggestions of the
Board of Directors. Moreover, the Company also published shareholders’ notice of meeting, and documents for the
meeting in Thai and English language at the Company’s website on http://www.rs.co.th/corporate/th/meeting.htm, and
http://www.rs.co.th/corporate/eng/meeting.htm , at least 30 days before the meeting date and the Annual Report was
posted in the website at least 7 days before the meeting date, as to facilitate rapid access for shareholders. Minutes
of the meetings in 2014 were posted in the website 14 days afterwards. Prior to the start of meeting, Chairman of the
meeting had authorized the Company’s Secretary to explain voting procedure to the meeting, and during the meeting,
the Chairman gave equal opportunity to shareholders in asking additional questions, and making suggestions prior to
vote casting in each agenda. Support was also given in using voting paper in case of important agenda for transparency
and accountability. Minute of the meeting was written correctly and completely within the specific timeframe as stipulated
by law, and had good filing system for shareholders’ checking.
In 2014, the Company gave shareholders’ right much more than stipulated by law such as publishing important and
updated information through its websites, and not curtailing the shareholders’ right on the Company’s information that
had to be disclosed by regulations. Concerning the meeting, no additional meeting agenda, or changing of important
information would be conducted without prior notification to shareholders, including additional important information
would not be distributed abruptly in the meeting, and not limiting shareholders’ right to come in late for the meeting.
During the meeting, the Chairman opened equal opportunity to shareholders to ask questions, giving ideas, and
making suggestions on operating results of the Company. Moreover, shareholders were given opportunity to send in
their questions in advanced of the meeting date through the Company’s websites, or by mail to the Board of Directors.
Thus, rights given to shareholders, and supporting shareholders to exercise their rights were in accordance with good
corporate governance policy.
Equal Right to Shareholders
For shareholders who cannot attend the meeting, the Company proposes proxies to be given to the Independent Director,
who is Chairman of the Audit Committee, to vote on their behalves in the meeting. In the 2014 shareholders meeting,
there were 4 shareholders who gave proxy to Chairman of the Audit Committee.
On November 26, 2014, the Company published information through its websites for minority shareholders to propose
agenda for the ordinary shareholders’ meeting. This included clear cut regulations in advanced for consideration on
additional agenda for minority shareholders to make proposal. The Company also regulated procedures for minority
shareholders to propose person’s names for consideration as Director, and including assisting information on qualifications,
and agreement of the proposed person. However, no shareholder proposed on new agenda, and person’s name for
Director.
The Company has established the measure in a written statement to prevent directors, executives, staff members and
employees from abusing insider information in the interests of their own or their related parties. By this measure, the
Company’s directors, executives, staff members and employees are required to report a transaction that may cause a
conflict of interest between the organization and them or their related parties via the designated law office to screen and
forward such report completed with its comments to the Board, and the Board is fully authorized to make a decision on
any transaction, which may cause a conflict of interest, for the Company’s overall benefit. The Company’s directors and/
or executives with their interests in any transactions shall be banned from participating in a decision making process on
those transactions, as detailed in the topic of insider information protection; moreover, related party transactions shall
be made in accordance with relevant requirements established by Stock Exchange of Thailand, as detailed in the topic
of precautionary measures or procedures for the approval of related party transactions. The certain policy has been
implemented since the year 2008 for banning directors and top executives(**) from buying and selling their shares in
the Company three weeks before the publication of financial statements and two days after that.
The Company has regulation in prohibiting the using of opportunity or information by Director, Executive, or employee
for their own benefits, or conducting business competition with the Company, or with related business. This includes
using of inside information for the Company’s stock trading. All regulations have been stated in the code of conduct
manual, and discloses in the topic of using of internal information.
Remark: (**) means Executive as per definition of the Securities and Exchange Commission who is responsible for changes in shareholding as stipulated by law.
Rights of Stakeholders
The Company recognizes the importance of rights for all groups of stakeholders whether from internal stakeholders such
as employees, the Company’s Management, and its subsidiaries, or external stakeholders such as competitors, creditors,
Government agencies, and other related parties. The Company realizes the supporting pressure from stakeholders
especially from communities and public, in which it always gives significance to the causes (example can be seen from
the Role and Social Responsibility and Human Resources Development Policy). Regulations and procedures are in
written format, including rules on disciplinary punishment, so that there will be guideline procedures for related persons
i.e. Directors, Management and employees of RS Group etc. to follow when performing duties for the Company with
honesty and ethics towards the Company and groups of stakeholders. Details in the Code of Conduct manual which
covers business and employee’s code of conduct are as follows:
Responsibilities toward social and environment
The Company has the policy to conduct its business for the benefits of the economy, society, and environment by
considering its duties and responsibilities towards the nation, society and environment. Businesses must be operated
and controlled completely under the laws and regulations, as well as determinations to press on developing trends for
social quality and environment internally or cooperation with Government agencies and communities. Responsibilities
toward social and environment must be whole heartedly and consistently promoted to all levels of employees on becoming
good citizens who make beneficial contributions toward communities and societies. Employees must also be supported
to jointly participate in constantly creating activities for communities and societies in order to create good corporate
culture in the future. These have to be reviewed, evaluated, and followed up consistently on progress of the company’s
operations to ensure that policies on social and environment have been executed as planned (example can be seen
from the Role and Social Responsibility and Human Resources Development Policy).
Customer
The Company is determined to distribute quality products and provide quality services to its customers, as well as having
the service units to take care, explain all enquiries, and recommend solutions on problems to customers.
Shareholders
The Company is run with a good and efficient expertise. The current and future risk is carefully assessed for the benefit
of shareholders, and controlled to be certain that the operational results and financial situations of the company as well
as information to shareholders are completely reported.
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Employee
The Company considers employees its precious assets and acknowledges the value of employees. The appropriate
welfare and remuneration are arranged in line with the knowledge, ability, responsibility and performance of each
employee. RS group also realizes the importance in healthcare, safety, and working environment as safe precaution
against life and property of its employees, and follows on the labor laws’ regulations. Hence, the Company has arranged
for health check, life and health insurances for employees, and consistently checks safety in the work place too.
The Company supports knowledge training for its employees, Directors and executives. (Examples are under topics
Social Role and Responsibilities, and Human Resources Development Policy)
Trading Partner and Creditor
The Company adheres to honesty and justice towards its trading partners by taking into consideration for the best
benefits to the Company, and bases on justified remunerations on both sides, and avoids bias or any circumstances
that give rise to the conflict of interests and upholds and complies with contracts, terms of agreement, and obligations
towards trading partners and creditors. This also includes anti-corruption and anti-bribery payment to obtain benefit
for the Company’s business.
Competitor
The Company supports free and fair trade competition as well as treating competitors professionally.
Virtue
The Company is engrossed in doing the rightful things and performing its duties with honesty and straightforwardness
in accordance with legislations and regulations. This conduct is applied to any activities and decision-making. The
company operates its business with honesty and takes into account the influencing risks.
Equality and Human Rights for All Parties Concerned
The Company neither hinders or withholds the privileges from, nor discriminates against any persons who are different in
races, nationalities, religious, genders, age, or education, including non-involvement on any human rights infringement.
Copyright
“The Company has the policy on non-violation of any copyright”
The Company’s Board of Directors reviews and makes improvement on Code of Conduct manual of RS Group at least
once a year. In 2015, the Company’s Board of Directors meeting No. 1/2015, has reviewed, improved and approved RS
Group’s Code of Conduct manual, and publishes in the Company’s website. It includes information on new employee’s
training for all employees’ acknowledgement, and controlling process for strict compliance on the Code of Conduct.
The Company has had the policy that directors, executives and staff members at all levels are required to strictly
observe and follow the best practices described in the Group’s ethics handbook. In the past year, the Company and
the subsidiaries had no legal dispute that significantly affected the Company’s business or posed negative effects on
the Group’s assets of which its overall value, as at 31 December 2014, was higher than 5% of shareholders’ equity.
The Company and the subsidiaries had no legal dispute arisen from an out-of-the-ordinary course of business of the
Group either.
The Company has anticipated in sharing the development mechanism with stakeholders in strengthening operating
results of the Company. This is to build business security with information transparency, listening to comments, complaints,
or suggestions, etc. Action that may lead to fraud or suspected behavior within the organization either from employee
or from stakeholder can be reported directly to the Management, Internal Audit unit, Investor Relation unit, Company
Secretary or Audit Committee as to pass to the Board of Directors through website http://www.rs.co.th/investor.html or
through telephone numbers 0-2511-0911 and 0-2511-0555 ext. 1505 or to the stated units above. All information will
be collected and checked through the Company’s stipulated process, and will be reported to the Board of Directors.
Complaint concerning financial and accounting reports, internal control, risk management, compliance with law and
code of conduct can be done through the Company’s secretary who receives and summarizes all topics, and quarterly
submits to the Audit Committee, and Board of Directors. The Company gives importance to the secrecy of information
received in order to build confidence to sender, and complaint will only be known to assigned and related persons.
Information Disclosure and Transparency
The Company gives the importance to efficient internal control system on the Management and operational levels, by clearly
stipulated the Management’s business authorizations. Assets’ usages are controlled, and responsibilities of operator,
controller, and evaluator are separated from each other to create suitable check and balance system. Moreover, there is
internal control on the financial system with financial report system reporting directly to the responsible management unit.
The Company’s internal control unit reports directly to the Audit Committee to be certain that the main operations and
important financial activities proceed efficiently within the directed guidelines. The Company has its policy on Compliance
Control in correspondence with the concerned law and related regulations.
Sub – Committees
The Company’s Board of Directors appoints the Sub - Committees to make details screening by regulating their
responsibilities and scope of duties within each committee.
Most members of the Sub - Committees are Independent Directors except the Executive Committee, Risk Management
Committee, Good Corporate Governance Committee and Human Development Committee and the Chairman of the
Board will not hold positions as member in all committees. Moreover, it also regulates Independent Directors as
Chairman of each committee with exception in the Executive Committee, Risk Management Committee, Good Corporate
Governance Committee and Human Development Committee. At present, the Company has 6 Sub - Committees of the
Audit Committee, Nomination and Remuneration Committee, Executive Committee, Risk Management Committee, Good
Corporate Governance Committee and Human Development Committee.
Details concerning the member’ names, duties, and responsibilities are in topic “Shareholding Structure and Management”.
The Company’s Board of Directors appoints sub-committees in order to assist on corporate governance as follows:§Audit Committee has duration of 3 years, and consists of 3 Independent Directors. Names and duties of the Audit
Committee are listed in topic “Shareholding Structure and Management”.
The Company’s Board of Directors is in agreement and appoints Mr. Phisit Dachanabhirom, the Independent Director,
who has vast knowledge and experiences in financial and accounting field, to become Chairman of the Audit Committee.
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In 2014, the Audit Committee had 5 meetings in which all members attended all meetings except General Pairoj
Panichsamai didn’t attend due to the urgent task, and consistently reported their operating results to the Company’s
Board of Directors. There was one meeting that the Audit Committee met privately with the external auditor without the
management team being present.
§Nomination and Remuneration Committee
The Company’s Board of Directors meeting No. 3/2007, on February 26, 2007, has appointed the Nomination and
Remuneration Committee, its scope of authority, and remuneration. The committee consists of 3 qualified persons which
has 3 Independent Directors in which one of them is the Chairman of the Nomination and Remuneration Committee, the
committee has 3 years duration (details in the “Shareholding Structure and Management”).
*In 2014, the Nomination and Remuneration Committee consisted of 3 members in which all of them were Independent
Directors.
In 2014, the committee had 2 meetings in which all members attended all meetings. The committee consistently reported
their operating results to the Company’s Board of Directors.
Details of important performances in 2014 could be summarized as follows: 1. Considered the nomination and selection of qualified and suitable person as replacement for Board of Directors
retired member.
2. Considered, reviewed and approved the charter of the Nomination and Remuneration Committee.
3. Considered and reviewed the appropriateness of the pattern and criteria of the remuneration.
4. Reviewed the annual Directors’ remuneration.
5. Considered the Chief Executive Officer evaluation criteria.
6. Evaluate the performance of the Nomination and Remuneration Committee in 2014.
7. Reported the performances of the Nomination and Remuneration Committee to the Board of Directors on regular basis.
The Nomination and Remuneration Committee commented that the stated items were suitable to the utmost long-term benefit
for the Company, Shareholders and Stakeholders.
§ The Executive Committee consists of 4 qualified persons, and their names are listed in the “Shareholding Structure
and Management” topic. In 2014, the Executive Committee had total 12 meetings.
§Risk Management Committee
The Company’s Board of Directors meeting No. 5/2010 on August 16, 2010 had the resolution to appoint, authorize the
scope of responsibilities and consider remuneration of the Risk Management Committee. The Committee consisted of
3 qualified persons.
In 2014, the Company’s Risk Management Committee had 1 meeting which was to plan, reviewing the system, or
evaluate efficiency of the risk management.
§Good Corporate Governance Committee
The Company’s Board of Directors meeting No. 1/2011 on February 23, 2011 had the resolution to appoint, authorize
the scope of responsibilities and consider remuneration of the Good Corporate Governance Committee. The Committee
consisted of 3 qualified persons.
In February 2015, Good Corporate Governance Committee has reviewed and improved the Good Corporate
Governance Policy and Code of Conduct. The Committee also followed up the compliance of such policies.
§ The Human Development Committee consists of 2 qualified persons, and their names and responsibilities are listed
in the “Shareholding Structure and Management” topic.
Company Secretary
The Board of Directors has appointed the Chief Operating Officer to be the Company Secretary. The present Company
Secretary is Mrs. Pornpan Techarungchaikul. The Company Secretary duty is to ensure that the Company complies
with the Good Corporate Governance of the Stock Exchange of Thailand. The major role and duty of the Company
Secretary are as following:• Advice the legal, accounting and tax issue and necessary regulations to the Board of Directors.
• Oversee the Board of Directors’ activities.
• Coordinate the concerned party as to ensure the implementation of the resolutions of the Board of Directors.
• Functioning investor relation, coordinate and communicate regulators such as the Securities and Exchange
Commission and the Stock Exchange of Thailand etc.
The Company secretary has knowledge in both the accounting and legal aspect, however, the Company also promotes
people who support the work of the Company secretary and the Company’s Board of Directors to attend the “Company
Secretary Program” (CSP) of the Thai Institute of Directors (IOD). Moreover, the legal office has been assigned by the
Company to help with the works of the Board of Directors to be in accordance with rules, regulations, or law but has not
been established as a specific supervisory operational unit.
Director Meeting
The Director meetings are arranged at least quarterly and extraordinary meetings in between as deemed necessary.
All meetings have apparently set-out agenda and planned meeting date and are intended to consistently monitor
company’s performance. In case that the Company does not have a monthly meeting, the Company has the policy
to send the monthly operational report to the Board of Directors, so that the Board of Directors can supervise, and
control management’s operations consistently and effectively. Invitation, agenda and information hand-outs are duly
distributed 7 days prior to the meeting so directors have a chance to familiarize themselves to the issues. Chairman of
the Board of Directors and the Chief Executive Officer make decision on agendas for the Board of Directors’ meeting
with emphasizing that important subjects have to be in the meeting agendas. Directors can freely submit agenda and
the Board of Directors can access necessary information from the Chief Executive Officer. Independent Directors/ Audit
Committee (the definition and qualification shown in Management Section) have attended all meetings. In 2014, there
have been 5 meetings at the Company premises. Every director attends all meetings except General Pairoj Panichsamai
didn’t attend due to the urgent task..
If any director has significant conflict of interest in any agenda, such director shall not attend the meeting during the
consideration of that agenda.
The Company’s Board of Directors has its policy in allowing the non-executive Directors to conduct their own meeting as
deem necessary. This is to debate all issues concerning the Management without their present, and the Chief Executive
Officer will be informed of the meeting result.
Self - Evaluation on the Performance of the Board of Directors
The Company’s Board of Directors arranges for its self - evaluation annually by using the Company’s self - evaluation
form. The Board of Directors will individually and jointly consider their performances for their joint consideration in order
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to improve for more efficient operations.
Self – evaluation elements consist of the structure and qualification; roles, duties and responsibilities; meeting; and duties
of the Board of Directors, relationship with management, self - development of the Board, and development of Executives.
Moreover, the Nomination and Remuneration Committee will supply suggestions on regulations for the evaluation on
performance of Chief Executive Officer and propose for the approval of the Board of Directors. Results of the performance
will be evaluated by the evaluation form specified by the Nomination and Remuneration Committee and to be evaluated
by the Company’s Board of Directors which only consists of Independent Directors for further improvement.
The Company’s Board of Directors arranged for its self-evaluation every year. On February 24, 2015 in the Company’s
Board of Directors’ meeting No. 1/2015, had made annual consideration on self-evaluation of the Company’s Board of
Directors of 2014, so that the Company’s Board of Directors could jointly consider the performances, and problems for
further improvement. Results on performance of the Chief Executive Officer for the year 2014 had been evaluated by the
Company’s Board of Directors which consisted of only Independent Directors for further consideration and improvement.
Moreover, the Board of Directors has arranged for performance evaluations for other committees such as the Audit
Committee, and the Nomination and Remuneration Committee.
Remuneration
The Company has clearly and transparently stipulated policy on remuneration for Directors and Executives. During the
ordinary shareholders’ meeting No. 1/2003 and the Company’s Board of Directors’ meeting No. 5/2003, remuneration for
Directors was approved to be within the similar level of the same industry which was high enough to attract and protect
the qualified Directors and be in accordance with the Company’s operating results. The Executives remuneration would
be in accordance with the Company’s operating results, and individual Executives performance. For Chief Executive
Officer’s performance evaluation, the Nomination and Remuneration Committee supplied inputs on regulations for the
evaluation on performance of Chief Executive Officer and propose for the approval of the Board of Directors. Results on
the performance were evaluated by the Company’s Board of Directors which only consisted of Independent Directors.
(Details on remuneration for Directors and Executives were shown in “Shareholding Structure of the Company).
Directors and Executives’ Development
The Company’s Board of Directors has the policy on assigning the present Director to introduce new Director to the
Company, and lecturing on the summarization of the Company’s business plan, operating results, strategy, competitive
situations, vision, corporate culture, corporate governance, business ethics and other details concerning the Company’s
operation etc.
The Company’s Board of Directors has the policy to create and develop new knowledge for Directors and Executives
by encouraging them to attend seminars and meetings which provide useful topics that have been arranged by the
Thai Institute of Directors, and other related organizations in order to support efficient operations, with all costs to be
financially supported by the Company (details were shown in “Description of Management Team and other persons
overseeing the Company”).
Succession plan for the Chief Executive Officer and high level Executives
The Company’s Board of Directors supports the arrangement of succession plan that will assist in smooth operation
of the Company. Moreover, the Board of Directors also makes preparation for the executive development program for
the succession plan of the Chief Executive Officer and high level Executives (**) in case that they cannot perform their
duties. This is to reduce risks from dis-continuation in corporate management with the following procedures:
1. The Executive Board and Human Development Committee have to consider and select high potential Executives for
further development and preparation.
2. The Human Development Committee is to develop the assigned group by preparing for the high level development
plan for high level Executives.
3. The Executive Board and Human Development Committee will together make the appropriate selection on candidates
for the positions of the Chief Executive Officer and high level Executives. For the selected position of the Chief
Executive Officer, the selection will precede to the Nomination and Remuneration Committee, and the Company’s
Board of Directors for consideration.
4. The Nomination and Remuneration Committee will make consideration on the proposed person concerning the
suitability, knowledge, and competency that will benefit the Company with other necessary related information for
proposal in the Company’s Board of Directors meeting and further appointment.
Investor Relation
The Company’s Board of Directors realizes that financial and non-financial information result in decision making impact
on investors and stakeholders. Then, disclosure on information must be importantly correct, complete, and adequate
through various media channels of the Stock Exchange of Thailand, and the Company’s website. Moreover, meetings
have been arranged between the Company’s Management team and securities analysts, and general investors in order
to have question and answer sessions equally.
Hence, the Company assigns the “Investor Relation Unit” to communicate and provides services on information, corporate
news, and Company’s various activities to institutional investors, shareholders, analysts, related Government agencies,
and the general public. Investors can contact this unit at
Telephone No. : Website : Facebook : Twitter : E-mail :
0-2511-0911 and 0-2511-0555 ext 1503, 1505
http://www.rs.co.th/investor.html
http://www.facebook.com/pages/Rs-ir/256459961140733
https://twitter.com/RS_IR
Address: kitsada@rs.co.th
Moreover, in 2014, the Company published information through many activities such as:• Analyst Meeting to announce the Company’s operating results in every quarter. The analysts had opportunity
to ask questions on various topics with the Management with the meeting’s documents to be published in the
Company’s website.
• Participate in events organized by the Stock Exchange of Thailand and finance companies for meetings with
institutional , and foreign investors such as Thailand Focus 2014, TISCO Corporate Day and Thanachart Exclusive
Lunch Talk, etc. To reports operating results including provides an opportunity for investors to meet the Executives
and question Executives on various issues. Minute of the meeting was published in the Company’s website. Report
on annual form F 56-1, and the annual report F 56-2 were published through SET Community Portal (SCP) system
of the Stock Exchange of Thailand, and through the Company’s website. The annual report will be delivered to
shareholders and general public annually.
Nomination of Directors and Executives
The Board of Directors Meeting No. 3/2007 held on February 26, 2007 had its resolution to appoint the Nomination
and Remuneration Committee and also approved the responsibilities of the Nomination and Remuneration Committee.
Hence, personnel selection for the company’s Director must proceed through the Nomination and Remuneration
Committee. The Director’s selection procedures must be done by the Nomination and Remuneration Committee whose
consideration will be based as per qualification in section 68 of the Public Company Limited Act B.E. 2535 (1992) and the
related announcements of the Securities and Exchange Commission. Moreover, considerations will be based on ability,
experiences, knowledge, and specific skill for the benefit and development of company’s business, and dedicating their
times and efforts in conducting their duties. Then, the list will be submitted to the Board of Directors and shareholders’
meeting for approval.
To appoint the Board of Directors, the shareholders’ meeting appoints the director based on majority scores with the
following regulations and guidelines:
(A) The voting score of each shareholder is equal: one share equals one score
(B) Shareholders can vote for each directorial appointment.
(C) Persons who receive the highest scores will be appointed to the committee. In the case of any persons receiving
equal scores, the nomination president will make the final decision.
Board of Directors Structure Policy
The Board of Directors has defined the required qualifications of Directors to be in line with company strategy. Considering
on the lack of necessary skills on the current Board of Directors. Including professional expertise and gender.
The Board of Directors Independence from Management
The Company’s Board of Directors consists of 3 non-Executive Directors (3 Independent Directors), and 6 Executive
Directors, details of each Directors are shown in topic “Description of Management Team and Other Persons Overseeing
the Company”
Chairman of the Board of Directors is the same person as the Chairman of Executive Committee, and represents major
group of shareholders. However, as structure of the Company’s Board of Directors consists of 1/3 of Independent
Directors, there is check and balance in business operations.
The Company’s Board of Directors acknowledges that the 3 Independent Directors have qualified as per regulations
stipulated by the Company as in details from “Management Structure of the Company”. The Company’s Board of
Directors is in agreement and appoints Mr. Phisit Dachanabhirom, the Independent Director, who has vast knowledge
and experiences in financial and accounting field, to become Chairman of the Audit Committee.
Suitability of the Board of Directors
The Company’s Board of Directors has stipulated suitable qualifications for persons to hold this position as person
with knowledge, experiences, and specific capability for Company’s benefit. This includes donating time, knowledge,
capability, and effort in performing duty for the Company. There is also regulations for all Directors and high level
Executives (**) to report their securities holding consistently to the Company’s Board of Directors.
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Director, in the Company’s Board of Directors, is not allowed to hold position as Director in the registered companies of
more than 3 companies, and Executive Director is not allowed to hold position as Director in other registered companies
of more than 2 companies. This includes holding position as Director of the Company’s Chairman of Executive Committee,
and high level Executive (**) in other registered companies must be approved by the Company’s Board of Directors
beforehand.
Director or the high level executive of the Company must not be employed as employee or partner of the Company’s
external auditor company during the past 2 years.
Remark: (**) means Executive under definition of the S.E.C.
The Board of Directors’ Efficiency in Performing Its Duties
Policy Stipulation
The Company’s Board of Directors participates in regulating vision, mission, duty, strategy, target, business plan, and
budget of the Company. This also includes supervision on the Management team to proceed as business plan, and agreed
budget efficiently and effectively, arrangement on good corporate governance policy, internal control system, internal
auditing and suitable risk management and policy, including consistently follow up on operating performances in the
Board of Directors’ meeting. Moreover, the Board of Directors has to make consideration on regulations and separation
of duties, and responsibilities clearly among the Board of Directors, Audit Committee, Nomination and Remuneration
Committee, Risk Management Committee, Good Corporate Governance Committee, Executive Committee, Human
Development Committee and the Chief Executive Officer.
In The Board of Directors Meeting No. 1/2015 on 24 February 2015. The Board of Directors has to review, and approve
the Company’s vision and mission at least once in every year.
Management Supervision
The Company’s Board of Directors has to make evaluation on adequacy of internal control, and result on risk management
and compliance with the good corporate governance policy at least once a year. On February 24, 2015, the Company’s
Board of Directors meeting No. 1/2015 has evaluated on the adequacy of internal control, result on risk management
and compliance with the good corporate governance policy. Supervision on the Operations of subsidiaries and associated companies
For the appointment of Directors for subsidiaries and associated companies, the nomination and voting are under the
management from 2014 onwards, and has to receive approval from the Company’s Board of Directors. Persons who
are appointed as Directors for subsidiaries and associated companies have the duties to operate for the best interest
of the subsidiaries and associated companies. The appointed Directors require approval from the Company’s Board of
Directors prior to making resolution, or voting on important issue that is on the same level that requires approval from
the Board of Directors if this is operated by the Company itself.
Moreover, in case of the subsidiaries, the appointed persons have to oversee that the subsidiaries have regulations
concerning transactions of related companies, with data collection, and accounting record that can be verified, and
complied for the financial statement on time, as well as appropriate and concise internal control system.
078
079
During 2014, the Company has conformed to the Good Corporate Governance except for the following instant:
(1) The Director, Executive, staff members and the employees of the company are obliged to treat the internal information
of the Company with confidentiality.
(2) The Director, Executive, staff members and the employees of the Company should not directly or indirectly disclose
confidential or internal information of the Company for the personal benefit of any individual.
(3) The Director, Executive, the staff members and the employees of the Company should not buy, sell, transfer or receive
the company’s assets by using the confidential or internal information that may cause direct or indirect damage to
the Company.
The above mentioned regulations include the spouses and children who are considered minors of the Board of Directors,
the staff members and employees of the company. Any violation of the Company’s regulations would be considered
as a serious breach of those regulations which could lead to a penalty ranging from a verbal warning to being asked
to leave the company.
Since 2008, the Company’s Board of Directors has specified the policy forbidding Directors, and high level Executives
(**) to trade the Company stock during the periods of 3 weeks before publishing of the financial statements, and 2 days
after disclosing of the financial statements.
Auditor Remuneration
Remuneration from auditing service
The Company and its subsidiaries have paid the audit fees to Karin Audit Co., Ltd., the Company’s auditing company for
the year 2014, that includes person or business related to the auditors and auditing office under the auditing company
during the past year, to the amount of Baht 2.95 Million which separates into Baht 0.82 Million from the Company, and
Baht 2.13 Million from its subsidiaries.
Non-Audit Fee
-Nil-
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12
Responsibilities toward
society, environment,
and related persons
Responsibilities toward society, environment,
and related persons
1. Equitable business practices
The Company strives for legitimacy practice, and performs its duties with honesty and straight forwardness under the
Company’s rules and regulations and performs the business ethics in all its activities and decision makings of the Company.
2. Complying with laws and human rights
The Company stresses the importance on complying with laws and human rights by adhering on its business practises
to be in accordance with laws. This also includes the human rights which is the basic rights of all human beings who are
born with equality with the same honour, and privilege without deprivation or non-allowance of any special rights, or any
discrimination due to their differences on races, nationalities, religions, sexes, colour of their skins, ages, languages, or
educational institutions, and including other items unrelated to the discrimination on human rights.
3. Equal treatment to the labour force
The Company is well realized that all employees are the most valuable asset of the Company, and are the most important
factor in pushing the Company to achieve its goals. Hence, the Company has emphasized on fair treatment and practice
in terms of opportunity, remuneration, promotion, job transfer, dismissal, as well as defining plan for human development
into 3 levels such as the organization development, career development, and training development.
1. Organization Development The Company promotes the building of corporate culture within its group of companies
starting from new employee orientation and through continuous external education on all year round activities such
as “RS Team Building” activity for employees, and “RS Team Leader” for management.
2. Career Development The Company has stipulated the career path and promotion path for employees, including
stipulation on duration for management training hours for each group of employees to be promoted as management.
Employees’ preparation has been conducted through the management e-learning project which is the On-Line training
and testing on topic of “Management Competency” of the organization for lower and middle management group.
3. Guideline for the training development has been specified by using “Competency Base Training” together with
the research result that necessarily required for the training need. Development methods are based on the public
training and in-house training that cover on topics of knowledge development, attitude development, and skill
development such as sale and marketing training courses on “Presentation for Success”, and on topic of image
building and sale personality development etc. The Company also offers other non-training, and knowledge sharing
activities that open opportunities for interested employees to participate in the form of special lectures by other
successful executives, and speakers from other organizations such as special lecture on tax benefits, etc.
Moreover, during 2014, activities to promote and develop its human resources in many important aspects have
been arranged by the Company and subsidiaries such as:
082
083
1. Appropriate health check-up program for employees’ annual health check-up that includes negotiation with
hospital for special price on additional health check items and including health check-up by hospital at the
Company’s office.
2. Employee’s welfare benefits such as medical expenses’ welfare through life and accident group insurance,
financial welfare, and others, such as financial welfare for funeral, in case of death, and in case of death for
employee’s father, mother, child, or lawful spouse, financial help for marriage, ordination, etc.
3. Engagement activities for employees such as the New Year activity, football matches in order to build relationship
among departments within the organization etc.
4. Arrangement on seminar concerning safety and sanitation in the work place by supplying knowledge, news
through various media within the organization, and also activity on the annual fire drills.
4. Responsibilities toward customer and consumer
The Company determines to create and produce all types of media and entertainment portfolios for continuous satisfaction
to the customers, distribution of quality products and services to customers as well as supplying the working unit to give
services, care, explanation on queries and various problem-solving for customers.
5. Roles and Responsibilities toward Community, Environment, and the General Public.
The Company adheres to conduct its business for benefit of the economy, society, and environment with consideration
on its duty and responsibility towards the country, society, and environment as well as operating and controlling its
business completely under the scope of laws and other related regulations. This also includes determination in driving
trend for the quality development of society, and environment on its own and by cooperation with the government and
community. Responsibility towards society and environment must wholeheartedly and continuously be promoted to
all levels of employees into becoming good and valuable citizen of the communities and society. Supports are to be
given constantly to employees for participation in various activities for the communities and society in establishing good
corporate culture in future.
‘English Teach a Child’ Under the program, 84 schools for the children to do well for King
Jack - Jarupong Kluaymaingarm, Ambassador of
Thailand Foundation / artists of Yes Music, a subsidiary of
RS Public Company Limited inviting donations of English
books, both new and old, with the English Teach a child
Activity to give to children in underprivileged schools
across the country. Under the program, 84 schools for the
children to do well for King. For the children to practice
english skill to meet the pace of AEC.
Kamikaze Give & Share 2015
Happy New Year Season 2
Kamikaze, a subsidiary of RS Public Company Limited
under Kamikaze Give & Share Program led by Four Mod, Fay Fang Kaew, 321 and the NEWCOMER band.
By this time the Kamikaze artist feeding the children
together, play games and giveaways. Including a
donation to the Foundation, aphasia and intelligence.
(Rachawadee Home) with Miss Wimonpun, administrators
of Rachawadee Home is the recipient.
Channel 8 Share to Child
Led by Dr. Ong-Art Sinlumpong, Managing Director
of Television Business, RS Public Company Limited
along with the actors and newscaster such as a Fluke
- Jira Danbavornkiat, Lala - Lulu R-Siam, Poppy 321
(Chatchaya Songcharoen),etc. Presented the donation
of a fun lunch. And Join feed to 150 children at Pakkret
Home for Children with Disabilities (Baan Nontapum).
Others Activity in Year 2014
Baitoey and Kung, Singers of R-Siam, a subsidiary of
RS Public Company Limited attached the Red Ribbon
“World AIDS Day” to General Prayuth Chan-ocha, Prime
Minister of Thailand.
084
085
Activity “1 to 3blood This pain for you”
RS launches campaign to urged people to forward the good things. By invite blood donation and post text and images
then Hashtag # 1to3blood This pain for you via social media such as Instagram, Facebook and Fanpage.
Sale Mahidol Flag in “Life is Beautiful” Program to help poverty patients.
The Company has promoted in establishing campaign and building conscious among employees on conservation, and
using resources and energy cleverly and efficiently. This also includes support and creates activities that are beneficial
for the preservation, conservation, and on continuously consuming natural resources, environment, and various energy
sources. This is executed by promoting on campaigns and building joint conscious into realizing the benefit, value,
and efficiently consuming resources which includes electricity usage conservation by switching off light switches, and
electrical appliances after each usage, turn off light switches during lunch break, turn off the air conditioning units half an
hour before leaving office, using stairs instead of the elevator, water conservation by having official to monitor leakages
of equipment, oil conservation by prior planning before any journey, using e-mail instead of using paper document
delivery, and also including other energy reservation in the work-place such as using 2 sides of paper, etc. Apart from
constant public relation campaign by supplying information to employees, energy conservation campaigns are used for
stimulation under the “OFFICE No. 5” campaign with award to be presented to the working unit with the most outstanding
achievement on energy conservation as well.
Awards received during 2014
Mrs. Pornpan Techarungchaikul, the Chief Operating
Officer, RS Public Company Limited received award for
“Outstanding Investor Relations Awards 2014” under
the “SET Awards 2014” campaign in which the Stock
Exchange of Thailand, in coordination with the “Money &
Banking” magazine, had organized the event to announce
distinctions with awards to the listed companies with
distinctive results in various fields.
Dr. Ong-Art Sinlumpong, Managing Director of Television
Business Channel 8 received award for “ Mekhala Star
2014” held the 2nd time. which was held under the
program “national media unite glorify the king”
Office of National Buddhism Appointed Four - Mod,
Actress from Channel 8 to be the “Ambassador of
Buddhism”.
R-Siam singers received award for “Diamond in Music”
is in Thailand in 2557, organized by the National Bureau
of literature and history.
087
13
Internal Control and Risk
Management
Internal Control and Risk Management
The Company emphasizes the importance of promoting the internal control to be sufficient and suitable for its business
operations in order to protect against damage or improper beneficial usage. The audit department is responsible for
auditing important operations and financial activities, and submitting the audit report directly to the Audit Committee.
This is to give the audit department enough independence in its operations.
At present, chief of the internal control is Miss Korapin Naksuprangsi, the Assistant Vice President of the Audit Department.
Education / Training :
• Bachelor degree in Accounting Chulalongkorn University
• Master degree in Business Administration Thammasat University
• Participated in various training and seminar courses from the Federation of Accounting Professions,
Institute of Internal Auditors of Thailand, Thai Institute of Directors (IOD), and Stock Exchange of Thailand.
Experiences :
• 1993 – 2001
Assistant Manager of “KPMG Phoomchai Audit Co., Ltd.” • Dec. 2001 – present Assistant Vice President of the Audit Department – RS Plc.
During the committee meeting no. 1/2558 on February 24, 2015 in which 3 members of the Audit Committee were
presented, the Audit Committee had evaluated the sufficiency of internal control system by checking information from
the Executives, and reply from questionnaires on sufficiency of the Company’s internal control system by themselves.
Evaluation on the Company’s internal control system could be summarized into 5 parts as follows:
1. Corporation and environment : The Company recognizes good environment in the work place by stipulating
on good corporate governance policy and using code of conduct booklet of the Company’s group of companies.
These are publicised as references and guidelines for operations, and to be followed up and evaluated on the result
of the policy. Moreover, the Company’s Board of Directors has to clearly stipulate the business operations’ target,
review the business plan, and give suggestion to the management for consideration and operation.
2. Risk Management : The Company emphasizes the importance of risk management by appointing the Risk
Management Committee to specify the policy, regulation, and with support to be given to ensure that the risk
management is in accordance to policy, or plan and with successful implementation.
3. Operational control of the management : The Company has the policy, regulation, operational guideline,
authorization, approving power in order to have strict control.
4. Information systems and data communications : The Company has arranged for the information systems that
systematically relating to the accounting, and financial reporting operations, and is in accordance with the controlling
policy and regulations.
5. Monitoring System : The Company’s Board of Directors acknowledges the operating results comparing to targets
for every quarter, and having the internal control department that evaluates the sufficiency, and efficiency of the
existing control system, and monitoring the internal control system of various work-units to be in accordance with
the approved controlling plan from the Audit Committee.
Hence, the Board of Directors has the opinion that, at present, the Company has sufficient internal control system
concerning transactions with major shareholders, directors, executives, or persons related to the stated persons.
On the internal control under other topics, the Board of Directors has the opinion that the Company already has sufficient
internal control.
089
14
Related Party Transactions
Related Party Transactions
Details and information of related party transactions of the Company, subsidiary companies, and related companies
are illustrated in the note of the financial statements as of December 31, 2014. The Company’s Audit Committee had
examined the related party transactions and made a remark that those related party transactions are in accordance with
general commercial conditions, and rules and regulations of the Stock Exchange of Thailand with complete evidence
of all transactions as well as adequate disclosure of the financial statements.
In 2014 from January 2014, the Company and its subsidiaries underwent related party transactions with individuals who
may possess a conflict of interest as follows:
Person who may encounter conflicts
Relationship
She is also wife of Mr. Surachai Chetchotisak, a director and shareholder of
the 38.04 % of the shares with voting rights of the company.
Chetchotisak Company Limited
Mr. Suwat Chetchotisak is a director and shareholder holding 14.35% of the
paid-up capital of Chetchotisak Co., Ltd.
He is a shareholder holding 4.63% of the Company’s paid-up capital and he
is also Mr.Surachai Chetchotisak’s brother.
Miss Malee Chetchotisak is a director and shareholder holding 14.50% of
the paid-up capital of Chetchotisak Co., Ltd.
She is a sibling of Mr. Surachai Chetchotisak and Mr. Suwat Chetchotisak.
He is a director and shareholder holding 38.04% of the Company’s paid-up
capital.
Mr. Surachai Chetchotisak is a director and shareholder holding 30.00% of
the paid-up capital of SS2C Co., Ltd.
Mrs. Sujeera Chetchotisak is a shareholder holding 30.00% of the paid-up
capital of SS2C Co., Ltd.
She is also wife of Mr. Surachai. Chetchotisak, a director and shareholder of
the 38.04 % of the shares with voting rights of the company.
SS2C Co., Ltd.
Mr. Chot Chetchotisak is a shareholder holding 20.00% of the paid-up capital
of SS2C Co., Ltd.
is also Mr.Surachai Chetchotisak’s son.
Mr. Chet Chetchotisak is a shareholder holding 20.00% of the paid-up capital
of SS2C Co., Ltd.
is also Mr.Surachai Chetchotisak’s son.
Remark: The shareholding proportion of persons who may encounter conflicts was dated on 31 December 2014.
14.1 Nature of Related Party Transactions and Pricing Conditions and Policy
The pricing of related party transactions was principally concentrated on the assets rental and appropriate determined
based on the market price and other conditions insignificantly different from those in the market. The related party
transactions comprised of:
090
091
14.1.1 Office Rental
In the financial statements for the year ended December 31, 2014, the Company and subsidiaries made payment of
the office rental, common service fee, public utilities expense and other rentals to Chetchotisak Company Limited and
SS2C Company Limited (representing the party with whom the conflict of interest may arise) in the amount of Baht 67.66
million, Baht 8.76 million and Baht 0.24 million respectively.
The Company also rented the Chetchotisak building 1 – 4 from Chetchotisak Company Limited with the purpose for using
them as office buildings and park building by paying rental and common service fee at the rate of Baht 230 – 545 per
square meter which is reasonable when comparing to nearby buildings which charged the rental and common service
fee at Baht 420 – 700 per square meter.
For other building rental fee, near to the vicinity of to Chetchotisak Company Limited and SS2C Company Limited (as per
details in chart 14.1.1 on items 4, 5, and 6), the rental and common service fee were to be paid as flat rate (the flat rate
service fee means the rental and common service fee will be charged for the whole building rather than the number of
square meters based on the conditions of each building), with the purpose for using them as office and car park buildings.
However, the office the Company rented from Chetchotisak Company Limited (as per details in chart 14.1.1 on items
5, and 6) was the office Chetchotisak Company Limited rented from the Mr.Kriengkrai Chetchotisak and improved the
townhouse utility space into the office. The Company provided facilitation of public utilities and charged the rental/
service fees at the charter rate, with an average rate about Baht 265 per square meter (calculate from rental / service
charge as total package cost divided by average usage area of the building) which was at lower average rate than the
Chetchotisak building 1-3. This was reasonable rate as in the detailed comparison in previous section. Moreover, reason
that the Company had to sub-rent from the Chetchotisak Company Limited, because this company was an expert in
office rental management.
Building / Address
Renter
1. Chetchotisak Building 1
419/1 Soi Ladphrao 15, Chetchotisak
Jatujak, Bangkok
Co.,Ltd.
2.Chetchotisak Building 2
419/2 Soi Ladphrao 15,
Jatujak, Bangkok
Chetchotisak
Co.,Ltd.
3
3.Chetchotisak Building
419/3 Soi Ladphrao 15, Chetchotisak
Jatujak, Bangkok
Co.,Ltd.
4.419/4 Soi Ladphrao 15,
Jatujak, Bangkok
Jatujak, Bangkok
SS2C Co.,Ltd.
5.203/18-20
Mr.Kriengkai
Soi Ladphrao 15,
Chetchotisak /
Jatujak, Bangkok
Chetchotisak
Co.,Ltd.
6. 203/34-36
Mr.Kriengkai
Soi Ladphrao 15,
Chetchotisak /
Jatujak, Bangkok
Chetchotisak
Co.,Ltd.
Rent by
RS Public Company
Limited
RS Public Company
Limited
COOLISM Co.,Ltd.
Starz (Thailand)
Co.,Ltd.
RS Public Company
Limited
Rented space
(square metre)
Rental fee,
Central
Service fee /
month
(million Baht)
Contract period
Start
End ( * )
Approved by (**)
3,766
1,102.48 June 2012 May 2015 Board of Directors
4,645
1,200
200
5,940.00 Jan 2013 May 2015 Board of Directors
2,242
65,299.00 July 2013 July 2015 Board of Directors
RS Public Company
Limited
(Lump sum price)
Thai Copyright
Collection Co.,Ltd.
RS Public Company (Lump sum price)
Limited
(Lump sum price)
Thai Copyright
Collection Co.,Ltd.
(Lump sum price)
68,825.00
August
2012
Dec 2015 Board of Directors
Note :
* The rental agreement may be renewed at expiry. (The rental agreement renewal may not be automatically enabled and the reconsideration at any
renewal shall be made).
** The Related Party Transactions were approved as per the regulations of the Capital Market Supervisory Board, and were disclosed as per the Stock
Exchange of Thailand’s announcements.
14.1.2 Land Rental
In the financial statements for the year ended December 31, 2014, the Company and subsidiaries made payment of
land rental to Chetchotisak Company Limited in the amount of Baht 0.30 million.
The Company and subsidiary company rented the land from the Chetchotisak Company Limited while this land had
been subleased from Mr.Kriengkai Chetchotisak for using as equipment storage building by charging the land rental
at the rate of Baht 95 - 135 per square wah, which was considered reasonable when compared to the rental of nearby
land. The rental details were as follows:
14.1.3 Purchase of Fixed Assets
Type
Renter
Rent by
1. Land
Soi Ladphrao 15
Jatujak, Bangkok
Chetchotisak
Commitee /
RS Public
Company
Limited
2. Land
Soi Ladphrao 15
Jatujak, Bangkok
Chetchotisak
Co.,Ltd.
Starz (Thailand)
Co.,Ltd.
Rented space
152
square wah
52
square metre
Rental fee/
month
(Baht)
Contract term
เริ่ม
สิ้นสุด ( * )
20,000 Feb 2013 May 2015
5,000
Jan-56
May-58
Approved by
(**)
Management
(**)
Management
(**)
-Nil-
14.1.4 Guarantee
-Nil-
14.2 The Necessity and Rationale of the Related Party Transactions
All related party transactions are done under the necessity and rationale of the transactions to optimize the firm benefit.
2014, the related party transactions between the Company and the subsidiary companies and related parties, the
core transaction of which are Land rental, Office rental and Guarantee, were under normal course of business, no
special condition and no transfer of interest. Pricing, fee rate and/or interest rate could be compared with other entities’
transactions and has been disclosed in the notes to financial statements of 2014.
The Audit Committee has reviewed the related party transactions such as sales and purchase of goods or assets,
copyright, production service, organizing concerts and marketing activities, sales of advertising, services, loan interest,
and etc., disclosed in the notes to financial statements of 2014 and has the following comments.
The mentioned transactions occurred under normal course of business, necessity and rationale of the connected
transactions to optimize the firm benefit.
14.3 Measures or Steps of Approval in Related Party Transactions
The Company has set a policy for the approval of related party transactions. The related party transactions has rooted in
necessity, rationale and optimal of the firm benefit and conditions are indifferent to the transaction with external parties.
In case of the significant related party transactions, conducted in accordance with the rule governing listed securities,
all approval must be consented by the Audit Committee, the Board of Directors and Shareholders’ meeting excluding
092
093
votes of the related persons. Nevertheless, all procedures must be in line with concerned regulations of the Capital
Market Supervisory Board.
14.4 Policy and Future Potential of Related Party Transactions, including acquisition and disposal of assets
The Company still maintains the policy for transactions between the Company and the subsidiary companies such as
office rental, land rental and guarantee of loan from bank by the Company and the Company’s directors. However, the
Company has no policy that may lead to conflict of interests between the related persons (such as loan and guarantee of
loan etc.), except for the case that will optimize the firm benefit, and conditions are indifferent or better than the transaction
with external parties. The Company will ensure that all related party transactions according to concerned regulations of
the Capital Market Supervisory Board, will be consented by the Board of Directors and Shareholders’ meeting.
095
15
Financial Highlight
Financial Highlight
15.1 Statement of Financial Position For the Year Ended December 31, 2012 - 2014
(Thousand baht)
2012
Detail
ASSETS
CURRENT ASSETS :
Cash and cash equivalents
Temporary investment - fixed deposit with
maturity of twelve months
Trade accounts receivable-Others-net
Trade accounts receivable-Related parties-net
Inventories - net
Accrued income
Other current assets
Total Current Assets
NON-CURRENT ASSETS :
Investments in subsidiaries - net
Property plant and equipment - net
Deposit for broadcasting system eauipment
License for operation right in spectrum of
digital television
Advance payment of license for operation right
in spectrum of digital television
Intangible assets - net
Deferred tax assets
Other non-current assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES AND EQUITY
CURRENT LIABILITIES :
Short-term loans from financial institutions
Trade accounts payable and others payable
Trade accounts payable and others - related
Current portion of liability under financial lease
agreements
Current portion of payable for cost of license
for operation
right in spectrum
Current portion of employee benefit obligations
(Audited)
2013
%
(Audited)
2014
%
(Audited)
%
313,597
12.3%
572,147
19.2%
381,535
7.9%
4,306
652,953
11,155
140,564
244,965
152,697
1,520,237
0.2%
25.6%
0.4%
5.5%
9.6%
6.0%
59.5%
4,391
756,169
19,730
63,312
233,716
98,823
1,748,288
0.1%
25.3%
0.7%
2.1%
7.8%
3.3%
58.5%
4,465
863,143
159,856
147,699
169,515
1,726,213
0.1%
17.9%
3.3%
3.1%
3.5%
35.9%
5,606
259,520
-
0.2%
10.2%
-
5,496
310,016
-
0.2%
10.4%
-
5,406
313,235
74,996
0.1%
6.5%
1.6%
-
-
-
-
2,161,817
44.9%
643,320
64,554
61,830
1,034,830
2,555,067
25.2%
2.5%
2.4%
40.5%
100.0%
38,000
720,771
73,119
90,520
1,237,922
2,986,210
1.3%
24.1%
2.4%
3.0%
41.5%
100.0%
304,327
97,723
129,812
3,087,316
4,813,529
6.3%
2.0%
2.7%
64.1%
100.0%
86,000
195,324
1,697
4,587
3.4%
7.6%
0.1%
0.2%
185,015
1,659
5,140
6.2%
0.1%
0.2%
152,569
7,655
3.2%
0.2%
-
-
11,011
0.4%
302,500
4,407
6.3%
0.1%
096
097
(Thousand baht)
2012
Detail
Current portion of long-term loan
Short-term loans from related parties
Unearned revenues - others
Accrued expenses
Other current liabilities
Total Current Liabilities
NON-CURRENT LIABILITIES :
Liabilities under financial lease agreements
Payable for cost of license for operation right in
spectrum - net
Long-term loans
Employee benefit obligations
Deferred tax liabilities
Other non-current liabilities
Total Non-Current Liabilities
Total Liabilities
EQUITY
Share capital :
Authorized share capital
1,026,000,280 ordinary shares : Baht 1 per
share
Issued and paid - up share capital
Treasury shares
Premium on share capital
Advance receipts for share subscription
Difference between the purchase price of
investment in subsidiaries under common
control and their net book value
Retained earnings (Deficits) :
Appropriated - Legal reserve
Appropriated - Treasury share reserve
Unappropriated
Equity attributable to owners of the Company
Non - controlling interests
Total equity
TOTAL LIABILITIES AND EQUITY
2013
2014
(Audited)
240,000
74,880
324,454
164,678
1,091,619
%
9.4%
2.9%
12.7%
6.4%
42.7%
-
(Audited)
286,915
8,000
196,725
463,323
164,382
1,322,170
%
9.6%
0.3%
6.6%
15.5%
5.5%
44.3%
-
(Audited)
%
206,545
563,155
152,319
1,389,151
4.3%
11.7%
3.2%
28.9%
-
16,684
0.7%
12,759
0.4%
5,103
0.1%
81,000
32,537
21,134
10,626
161,981
1,253,600
3.2%
1.3%
0.8%
0.4%
6.3%
49.1%
38,756
30,874
11,394
93,783
1,415,953
1.3%
1.0%
0.4%
3.1%
47.4%
1,584,000
60,945
6,102
9,694
1,665,844
3,054,995
32.9%
1.3%
0.1%
0.2%
34.6%
63.5%
1,026,000
882,692
(74,672)
129,536
17,225
40.2%
34.5%
(2.9%)
5.1%
0.7%
1,026,000
953,867
(74,672)
193,593
30,061
34.4%
31.9%
(2.5%)
6.5%
1.0%
1,026,000
1,022,346
(74,672)
255,225
-
21.3%
21.2%
(1.6%)
5.3%
-
(16,594)
(0.6%)
(16,594)
(0.6%)
(16,594)
(0.3%)
32,312
74,672
251,060
1,296,232
5,235
1,301,467
2,555,067
1.3%
2.9%
9.8%
50.7%
0.2%
50.9%
100.0%
52,995
74,672
353,342
1,567,264
2,993
1,570,257
2,986,210
1.8%
2.5%
11.8%
52.5%
0.1%
52.6%
100.0%
69,910
74,672
397,586
1,728,473
30,061
1,758,534
4,813,529
1.5%
1.6%
8.3%
35.9%
0.6%
36.5%
100.0%
15.2 Statement of Comprehensive Income For the Year Ended December 31, 2012 - 2014
(Audited)
%
(Audited)
%
(Thousand baht)
2014
(Audited)
%
1,192,979
883,216
718,826
17,370
2,812,391
1,751,614
1,060,778
60,201
1,120,978
151,472
556,744
8,598
716,813
404,165
7,509
396,656
122,824
273,832
42.4%
31.4%
25.6%
0.6%
100.0%
62.3%
37.7%
2.1%
39.9%
5.4%
19.8%
0.3%
25.5%
14.4%
0.3%
14.1%
4.4%
9.7%
1,986,275
777,175
692,561
5,452
3,461,463
2,109,271
1,352,192
22,354
1,374,547
213,511
659,219
8,705
881,435
493,112
17,294
475,818
83,561
392,257
57.4%
22.5%
20.0%
0.1%
100.0%
60.9%
39.1%
0.6%
39.7%
6.2%
19.0%
0.3%
25.5%
14.2%
0.5%
13.7%
2.4%
11.3%
3,356,835
457,817
458,514
33,285
4,306,451
2,924,664
1,381,787
26,620
1,408,407
207,554
649,935
8,591
866,080
542,327
26,686
515,641
118,016
397,625
77.9%
10.6%
10.7%
0.8%
100.0%
67.9%
32.1%
0.6%
32.7%
4.8%
15.1%
0.2%
20.1%
12.6%
0.6%
12.0%
2.7%
9.2%
273,832
9.7%
392,257
11.3%
1,567
1,567
399,192
0.0%
0.0%
9.3%
284,273
10,442
273,832
10.1%
0.4%
9.7%
394,492
(2,235)
392,257
11.4%
(0.1%)
11.3%
370,957
26,669
397,625
8.6%
0.6%
9.2%
-
-
-
-
1,157
410
1,567
0.0%
0.0%
0.0%
2012
Detail
Revenues
Revenue from media
Revenue from music distribution
Revenue from event management
Revenue from other services
Total sales and services income
Cost of sales and services
Gross profit
Other income
Gross profit before expenses
Selling expenses
Administrative expenses
Amortization of employee benefit expenses
Total expenses
Profit before finance costs and income tax
Finance costs
Profit before income tax
Income tax
Profit for the year
Other comprehensive income
Defined benefit plan actuatal gain
Other comprehensive income for the year
Profit and comprehensive income for the year
Attributable profit for the year to
Owner of the Company
Attributable Other comprehensive income to
Earnings per share
Owner of the Company (Baht)
Number of ordinary shares (Shares)
Diluted earnings per share
Weighted average number of diluted ordinary
shares (Shares)
2013
0.326
873,049
0.436
903,953
0.377
983,958
0.299
0.412
0.377
950,440
958,410
983,958
098
099
15.3 Statement of Cash Flows For the Year Ended December 31, 2012 - 2014
Detail
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit Adjustments to reconcile net profit to net cash provided by (used in) operating activities:
Depreciation and amortization
Allowance for doubtful accounts (reversal) and written
off withholding tax
Reversal allowance for decline in value of inventory
Reversal allowance for sales return - net
Allowance for impairment of assets
Reversal allowance for impairment - investment in
associate
Share of loss from investments in associated company
accounted for under the equity method
Provision for loss on investment in subsidiaries (reversal)
Provision for damage from litigation case
Loss (gain) on sales and written off equipment
Loss on sales of intangible assets
Provision for employee benefits
Unrealized gain on exchange rates
Interest income
Interest expenses
Income tax
Profit from operating activities before changes in
operating assets and liabillities
(INCREASE) DECREASE IN OPERATING
ASSETS: Trade accounts receivable
Inventories
Other non - current assets
INCREASE (DECREASE) IN OPERATING
LIABILITIES: Accounts payable and others payable
Decrese in employee benefit obligations
Other non - current liabilities
Proceed from refunding witholding tax
Payment of income tax
2012
(Audited)
%
2013
(Audited)
%
(Thousand baht)
2014
(Audited)
%
273,832
87.3%
392,257
68.6%
397,625
104.2%
92,930
29.6%
278,242
48.6%
880,392
230.7%
(2,913)
2,425
38,701
(18,694)
(4,148)
(0.9%)
0.8%
12.3%
(6.0%)
(1.3%)
(13,720)
(12,402)
(10,973)
28,296
-
(2.4%)
(2.2%)
(1.9%)
4.9%
-
4,496
(7,435)
(37,733)
19,719
-
1.2%
(1.9%)
(9.9%)
5.2%
-
-
-
110
0.0%
90
0.0%
2,001
20,538
167
16,566
(507)
(2,395)
7,509
122,824
0.6%
6.5%
0.1%
5.3%
(0.2%)
(0.8%)
2.4%
39.2%
(2,253)
515
17,230
(67)
(4,761)
17,294
83,561
(0.4%)
0.1%
3.0%
(0.0%)
(0.8%)
3.0%
14.6%
1,756
313
17,151
(2)
(2,957)
26,686
118,016
0.5%
0.1%
4.5%
(0.0%)
(0.8%)
7.0%
30.9%
548,837
175.0%
773,329
135.2% 1,418,118
371.7%
(36,670)
(105,597)
(141,397)
(23,442)
(11.7%)
(33.7%)
(45.1%)
(7.5%)
(94,808)
89,721
62,002
(9,163)
(16.6%)
15.7%
10.8%
(1.6%)
(86,614)
(88,999)
(936)
10,578
(22.7%)
(23.3%)
(0.2%)
2.8%
(37,222)
80,368
4,030
42,516
(119,527)
(11.9%)
(6,047)
25.6% 300,943
1.3%
3,020
13.6%
11,775
(38.1%) (146,492)
(1.1%) (51,991)
52.6%
70,520
0.5%
(3,456)
2.1%
883
(25.6%) (155,763)
(13.6%)
18.5%
(0.9%)
0.2%
(40.8%)
Detail
Net Cash Provided by (used in) Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES: Interest income
Increase in short-term loans to related parties and
related persons
Receipts from short-term loans to related parties and
related persons
Decrease in short-term loans to others
Cash received from decreasing in registered share
capital
Payment of investments in subsidiaries
Temporary investments - fixed deposit with maturity of
twelve months
Increase (decrease) in payable for purchase on assets
Purchase of fixed assets
Proceeds from disposal of fixed assets
Advance payment of license for operation right in
spectrum of digital Television
Increase in intangible assets
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES: Payment of interest expenses
Receipt of short-term loans from financial institutions
Repayment of short-term loans from financial institutions
Receipts of long-term loans from financial institutions
Repayment of long-term loans from financial institutions
Repayment of liability under financial lease
Increase in subsidiary's share capital
Increase in short-term loans from related parties
Decrease in short-term loans from related parties
Repayment to payable for cost of license for operation
right in spectrum
Dividend paid
Increase in share capital
Net Cash Used in Financing Activities
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS SUBSIDIARY'S CASH AT INVESTMENT SALES
SUBSIDIARY'S CASH AT INVESTMENT PURCHASE
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEARS
CASH AND CASH EQUIVALENTS AT THE ENDING OF
THE YEARS
2012
(Audited)
%
211,895
67.6%
(Thousand baht)
2013
2014
(Audited)
%
(Audited)
%
984,281
172.0% 1,112,340
291.5%
2,685
0.9%
4,570
0.8%
3,139
0.8%
(8,040)
(2.6%)
-
-
(91,000)
(23.9%)
18,040
1,531
5.8%
0.5%
1,309
0.2%
91,000
100
23.9%
0.0%
2,610
(2,610)
0.8%
(0.8%)
-
-
-
-
(98)
2,149
(191,636)
8,996
(0.0%)
(85)
0.7%
(2,149)
(61.1%) (121,262)
2.9%
1,267
(0.0%)
(0.4%)
(21.2%)
0.2%
(74)
17,887
(85,721)
465
(0.0%)
4.7%
(22.5%)
0.1%
(221,589)
(387,963)
- (38,000)
(70.7%) (313,590)
(123.7%) (467,940)
(6.6%)
- (74,996)
(54.8%) (298,759)
(81.8%) (437,958)
(19.7%)
(78.3%)
(114.8%)
(6,860)
166,000
(80,000)
321,000
(2.2%) (17,452)
52.9%
25,000
(25.5%) (111,000)
102.4% 205,915
(3.1%) (13,523)
4.4% 755,000
(19.4%) (755,000)
36.0%
65,000
(3.5%)
197.9%
(197.9%)
17.0%
(4,364)
800
-
- (240,000)
(1.4%)
(4,787)
0.3%
8,000
-
(41.9%) (351,915)
(0.8%)
(5,140)
1.4%
(8,000)
(92.2%)
(1.3%)
(2.1%)
(131,430)
(74,672)
17,225
72
207,772
(41.9%) (271,535)
(23.8%)
5.5%
30,061
0.0% 118,007
66.3% (257,792)
- (340,500)
(47.5%) (310,965)
5.3%
20.6% 100,049
(45.1%) (864,994)
(89.2%)
(81.5%)
26.2%
(226.7%)
10.1%
258,550
-
45.2%
-
(190,612)
-
(50.0%)
-
313,597
54.8%
572,147
150.0%
572,147
100.0%
381,535
100.0%
31,704
0100
0101
Detail
ADDITION INFORMATION 1. Purchases of vehicle for under lease agreement.
2. Cost of license for peration right in spectrum payable
3. In 2Q2012, the company sold some shares in the
RS Television Co.,Ltd. which Cash received from
sale of investments in subsidiaries are as follows.
Proceeds from sale of investments in subsidiaries.
(less) Cash and deposits with financial institutions
net
(less) Other assets less other liabilities
Reclassification to investment in associates
as sales of investments at book value.
3) In 4Q2012 The company invested in the RS Tele
vision Co.,Ltd. Cash received from investment in such companies are as follows. Purchase of
investments in subsidiaries
(plus) Cash and deposits with financial institutions
net
(plus) Other assets less other liabilities
The book value of investments in subsidiaries at the date of acquisition.
2012
(Audited)
%
12,165
2,610
(4,634)
(2,024)
284
(1,740)
(2,610)
4,353
1,743
(3)
1,740
2013
(Audited)
%
1,415
-
(Thousand baht)
2014
(Audited)
%
2,227,000
15.4 Key Financial Ratios As at 31 December
Financial Ratio
Liquidity Ratios
Liquidity Ratios (time)
Quick Ratio (time)
Cash Flows Ratio (time)
Account Receivable Turnover (time)
Average Debt Collection Period (day)
Inventory Turnover (time)
Average Number of Days Sales (day)
Account Payable Turnover (time)
Credit Period (day)
Cash Cycle (day)
Profitability Ratio
Gross Profit Margin (%)
Operating Profit Margin (%)
Operating Cash Flows to Operating Profit Ratio (%)
Net Profit Margin (%)
Return on Equity (%)
Efficiency Ratios
Return on Asset (%)
Return on Fixed Asset (%)
Assets Turnover (เท่า)
Leverage Ratios
Debt/Equity Ratio (time)
Interest Coverage (time)
Debt Service Coverage (Cash basis)(time)
Dividend Payment Rate (%)
Per Share
Book Value per Share (baht)
Earning per Share (baht)
2012
2013
2014
1.39
0.90
0.24
4.35
84
14.49
26
9.28
40
70
1.32
1.02
0.82
4.81
76
16.37
23
12.71
29
70
1.24
0.90
0.82
5.25
70
22.76
17
19.53
19
68
37.72%
12.23%
61.60%
9.90%
22.77%
39.06%
13.60%
209.08%
11.32%
27.55%
32.09%
11.98%
215.69%
8.56%
22.51%
18.09%
178.44%
1.29
17.80%
162.63%
1.10
13.91%
153.96%
1.11
0.97
53.82
0.53
76.83%
0.90
28.51
1.32
83.86%
1.77
20.32
0.74
86.62%
1.485
0.326
1.734
0.436
1.757
0.377
0103
16
Management Discussion
and Analysis
Board of Directors’ Report
To Shareholders,
R.S. Public Company Ltd.
The Board Of Director Is Responsible For The Reporting Of The Consolidated Financial Statements On The Company
And Subsidiaries, Contents Of Which Have Been Consistently Prepared With Respect To The Thai Generally Accepted
Accounting Standards Where Prudence Are Duly Exercised And Information Disclosed In The Notes Accompanying
The Statements.
The Extraordinary General Meeting Of Shareholders No. 1/2546 Has Approved An Audit Committee Comprising
Independent Directors Who Are Not Involved In The Day-To-Day Operations To Take Responsibility Over The Quality Of
The Financial Reports And Internal Controls, Which The Audit Committee’s Opinion Was Described In Audit Committee
Report Shown In This Annual Report.
The Board Of Director Has Considered That The Company Has Good Internal Control And Has Concurred With The
Audit Committee, The Executives And The Authorised Auditors For The Consolidated Financial Statements Of 2014
On The Company And Subsidiaries That The Company’s The Financial Position And The Result Of Operation Presents
Fairly In Conformity With Generally Accepted Accounting Principles.
(Surachai Chetchotisak)
Chairman/
0104
0105
Audit Committee Report
To Shareholders,
RS Public Company Ltd.
In 2014, the Audit Committee performed its duties in accordance with the Audit Committee Charter approved by the Board
of Directors and encouraged all related practices to ensure good corporate governance. This included strengthening
the conformity of transparency, ethics, and code of conduct compliance to create confidence towards shareholders,
and other stakeholders. The financial statements of 2014 had been reviewed by the Audit Committee, executives and
the authorized auditors to ensure that the company’s financial statements and financial data disclosure are entire,
sufficient and meet the general accounting standard. The Audit Committee also suggested the improvements of internal
control system to align the system with rules, and good corporate governance policies, especially those concerning
with conflict of interest.
The Audit Committee also held meetings with external auditors and internal audit department in order to discuss the
issues on risk assessment and prevention , audit results and the adequacy of the internal control systems. Moreover,
the Audit Committee brought into close consideration the internal audit plans and major company’s operations to ensure
transparency and compliance with laws and regulations. In 2014 the Audit Committee held 5 meetings , including those
with external auditors without executives or management presence, in order to be well-informed all problems and concerns
from audit findings. In addition, the Audit Committee has self-assessed the Audit Committee performance for 2014.
The Audit Committee also nominated PricewaterhouseCoopers ABAS Ltd. to be chosen as external auditor for 2015 upon
closely considered the company's qualification, independence, experience and audit fee. This has been proposed to
the Board of Directors for further approval in Shareholders’ Meeting.
(Phisit Dachanabhirom)
Chairman of the Audit Committee
Management Discussion and Analysis
The management discussion and analysis has been prepared from the performances of RS Public Company Limited
and the companies within RS Group (“subsidiaries”) in accordance with the financial statements examined by the auditor
for the year ending December 31, 2012, 2013 and 2014 respectively. To clearly illustrate the overall performance of
RS Group of Companies, the operations are divided into 3 categories i.e., media business, music distribution business,
and contract and event management.
16.1 The economic and industrial situations that reflect the results of operation and policy, strategy,
or business decision.
Television is regarded as the main revenue generating business with good return on investment for the Company.
In 2014, “RS” has become one of the important operators in the television industry by receiving an operating license
for the digital television service in the general category of the standard definition system which is regarded as the
national business service. The Company has transferred its “Channel 8” which was originally broadcasted on the
satellite television system into broadcasting in the digital system instead and has officially started the broadcasting in
the 2nd quarter of 2014. However, the Company still has 4 satellite television channels i.e. “Channel 2”, “Sabaidee TV”,
“YOU Channel”, and “Sun Channel”.
Main factor that has important impact towards growth on the overall picture of the television industry is the advertising
expense of the industry which will increase or decrease depending on many factors such as the economic and political
situation, the local consumers’ expenditure, competition among operators who place the advertising, and decision
in choosing various media channels etc. In 2014, the overall advertising budget through the digital, analogue, satellite
and cable television has increased higher than in 2013 by starting to spread from the analogue and satellite to the digital
television channels (reference from the ABG Nielsen Media Research (Thailand) Ltd.
By having 24 digital television channels including the existing channels in the satellite and local cable television, intense
competitive situation in the television industry has been created. This can be seen from changes in programs and
strategies of each channel by continuously adjusting their programs, development on quality and format of the program
to be more interesting, increasing number of contents for TV show, Dramas, sports, game show, foreign program,
and variety shows, etc. This is by inviting famous artists to join the channel with the main point of gaining rating and
the advertising budget in the limited market into their channel as much as possible.
The Company realizes the importance of quality content to build rating for the program. Marketing strategy has been
adjusted to compete and correspond with the present market situation and to be able to compete evenly with others
including the strategy adjustment for future growth. Program in each channel will have important strategy such as
branding, positioning with clear target group, and development on the creation of program to correspond with trend
and taste of the target group, and the using of RS group strong point as the main factor in producing quality program
as well as suitable cost management etc. The Company has foreseen that these strategies will help build rating and
attract advertisers for more interest and will allocate their budgets through the Company’s channels as value for limited
budget will be worthwhile.
16.2 Summary of operating results by business category
The consolidated financial statements of RS Public Company Limited and its subsidiaries (“the Company”) for the year
ended December 31, 2014 shows Total Sales and Services Income of Baht 4,306.5 million, Cost of Sales and Services
of Baht 2,924.7 million, and Selling and Administrative Expenses and Other Expenses of Baht 866.1 million. Net Profit
for the period Attributable to the Owner of the Company was Baht 371.0 million, which represents a decrease from that
of the same period last year of Baht 23.5 million, or 6.0 percent. This change can be explained primarily due to:
0106
0107
16.2.1 Revenue :
Revenue from sales and services at the end of fiscal year December 31, 2014, amounted to Baht 4,306.5 million,
a net increase of Baht 845.0 million comparing to 2013, or at 24.4 percent, which could be separately explained as
per each business group as follows:
1) Revenue from Media Business
Revenue from the overall media business was comprised of earnings from television and radio media. In 2014,
the company earned 3,356.8 million baht from its media business, which represented an increase of 1,370.6
million baht from that of 2013, or 69.0 percent.
- Television Media Business : Revenue from the main television media businesses primarily resulted from the operations
of terrestrial digital telvision in the general category with standard resolution, such as “Channel 8” (which officially
began to air during Quarter 2/2014); and 3 channels in the satellite TV system, including “Channel 2”, “Sabaidee
TV” and “You Channel”. Revenue also came from sports licensing via the “Sun Channel”, as well as from sales of
the “Sun Box” set-top boxes. This year, there was also revenue generated from live broadcasts of the FIFA World
Cup 2014. In 2014, revenue from the television media business comprised 65.0 percent of the revenue derived
from overall sales and services; this represented an increase compared to that of the previous year, which was
41.0 percent.
On the whole, revenue from the television media business in year 2014 increased from that of the year before,
especially from “Channel 8” and “Channel 2”, which enjoyed higher utilization rates and benefitted from increased
average advertising costs per minute. The latter reflected an adjustment that was implemented during the middle
of the past year. The programs that were the most popular included “Siang Sawan Pichit Fan” and dramas. There
were 5 drama series that began airing in 2014, including “Sap Sang”, “Dong Dok Ngiw”, “Pua Chua Krao”, “Ching
Rak Hak Sawat” and “Mia Teuan” on “Channel 8”. Also, “Kon Dang Nang Clear”, “Show Muan Duan Mike” (which
began to air at the end of 2014) and “Game Dara Cha-la-la” were broadcasted on “Channel 2”. Also, from market
survey results from AGB Nielsen Media Research (Thailand) Ltd., it was found that, since the official launch of
digital TV, “Channel 8” was among the top channels out of 30 digital television channels (including 6 analog TV
channels), and “Channel 2” ranked among the top satellite television channels in the variety and entertainment
category (rankings do not include digital TV channels). The same case applied to Sabaidee TV and You Channel.
- Live Broadcasts of World Cup 2014 : This year, there was revenue from the final round of the World Cup 2014,
with live broadcasts of the final 64 matches. Every match was shown live on free-to-air channels; live broadcasts
were shared among various television stations, including “Channel 5”, “Channel 7”, “Channel 8” and “Channel
11”. Live broadcasts were offered via subscription (Pay TV) on the “World Cup Channel” through the “Sun Box
– World Cup version” model. Most of the revenue was derived from sales of advertising, sales of the “Sun Box”
set-top boxes, subscription sales, platform (bundling) sales and subsidies received from the Office of the National
Broadcasting and Telecommunications Commission (NBTC).
- Radio Media Business : Revenue derived from the radio media business came from the operation of 3 stations:
“COOL Fahrenheit 93”, “Sabaidee Radio 88.5” and “COOL Celsius 91.5”. In 2014, revenue from the radio media
business comprised 12.9 percent of the revenue derived from overall sales and services; this represented
a decrease compared to that of the previous year, which was 16.0 percent. On the whole, the revenue for the
year did not change from that of the previous year. The “COOL Fahrenheit 93” station continued to remain in the
number one spot in the Easy Listening category and “Sabaidee Radio 88.5” enjoyed a ranking among the top
stations. There results were from a market survey conducted by AGB Nielsen Media Research (Thailand) Ltd.
2) Revenue from Music Distribution Business
Revenue from the music distribution business consisted of revenue from physical sales, digital business and
copyright collection. In 2014, the company earned revenue from the music distribution business in the amount of
457.8 million baht, representing a decrease of 319.4 million baht from that of 2013, or 41.1 percent. Revenue from
this business comprised 10.6 percent of the revenue derived from overall sales and services; this represented
a decrease compared to that of the previous year, which was 22.5 percent. The main causes included a decrease
in the revenue from physical album sales and music downloads. This reflects the contraction of the market due to
changing consumer behavior spurred by technological advances and the growth of smartphone usage. Presently,
consumers, especially those in the target market, are able to listen to music and watch music videos on the Internet,
which does not require them to spend any money. Also, the political situation contributed to the country’s economic
slowdown, which dampened consumers’ spending behavior. However, the company’s share of advertising revenue
increased from content sharing through Youtube.
3) Revenue from Event Management Business
Revenue from the event business consisted of revenue from concert organization and marketing activities, artists’
management and contract productions. In 2014, revenue from the event business amounted to 458.5 million baht,
a decrease of 234.0 million baht from 2013, or 33.8 percent. Revenue from this business comprised 10.7 percent of
the revenue derived from overall sales and services; this represented a decrease compared to that of the previous
year, which was 20.0 percent. This decrease in revenue was mainly due to the decline of contract production
volumes. Some programs slowed operations due to the impact of the political situation. Also, the amount of concerts
and marketing events dropped, compared to the previous year. The main concerts and activities that were held
included “Kid Tueng D2B Concert 2014”, “Kamikaze Dance Nayramit Concert 2014”, “Concert Khon Tai Hua Jai
Suea”, “Sabaidee Sunjorn 57”, “Sabaidee Road Show” and “School Music Lover”, among others.
16.2.2 Cost of Sales and Services
Cost of sales and services of 2,924.7 million baht increased by 815.4 million baht from last year, or 38.7 percent.
This was mainly due to realized costs from the World Cup 2014 live broadcasts, as well as increased costs from “Channel 8”
digital television, which reflected rising costs related to digital TV license cost, multiplexer cost and transmission cost,
as well as investments in equipment, staffing, content production and the purchase of various program licenses in order
to enhance the quality of content, including dramas, news and variety shows. The main goals were to boost overall
average viewership, as well as strengthen competitiveness in the television industry. In addition, the company recorded
the amortization of other sport media rights in the proportion of revenue that increased.
16.2.3 Selling and Administrative Expenses, Other Expenses and Finance Costs
Selling and administrative expenses, and other expenses amounted to 866.1 million baht, a decrease of 15.4
million baht from that of the previous year, or 1.7 percent. This was mainly due to the decrease in expenses related to
staffing; it also reflects the company’s shift in marketing plans and the lowering of promotional expenses.
Finance costs amounted to 26.7 million baht, a 9.4 million baht increase from that of the last year, or 54.3 percent.
This is mainly attributed to fees tied to the guarantees pledged by financial institutions to the NBTC and TPBS – the
multiplexer service provider.
16.2.4 Gross Profit Margin, Net Profit Margin and Return On Equity (ROE)
2012
2013
2014
37.7%
39.1%
32.1%
Net Profit Margin
9.9%
11.3%
8.6%
Return On Equity (ROE)
22.8%
27.6%
22.5%
Gross Profit Margin
0108
0109
The Company gross margin, net margin and rate of return on equity decreased from last year due to revenue decreased
from the digital business and revenue from distribution of musical discs including the increased cost of television media
business from both digital and satellite television.
16.3 Assets
16.3.1 Asset components
As at December 31, 2014, the Company had the total assets of Baht 4,813.5 million of which 35.9 % was current assets
and 64.1 % was non-current assets.
Total assets as at December 31, 2014 amounted to Baht 4,813.5 million increased from 2013 by 61.2 % which was
mainly caused from record of the operating license of digital television in 2014 as asset as a whole contract at net Baht
2,161.8 million or at 44.9 % of total asset. The net non-current asset reduced at 57.8 % from the termination of sport
copyrights as cost during the year.
16.3.2 Quality of the assets
1) Account receivables – other - net
(million baht)
Account receivables – other - net
Not Due
2012
2013
2014
387.7
487.7
408.0
3 - 6 months
184.2
240.9
401.9
6 - 12 months
41.7
8.8
49.2
6 - 12 เดือน
37.8
18.5
6.2
More than 12 months
54.5
36.2
34.6
Total
705.9
792.1
899.9
Less Allowance for doubtful accounts
(52.9)
(35.9)
(36.7)
Total Account receivables – other - net
653.0
756.2
863.1
4.35
4.81
5.25
84
76
70
7.5%
4.5%
4.1%
Over Due :
Less than 3 months
Account receivable turnover (time)
Average debt collection period (day)
Allowance for doubtful accounts / Account receivables – other - net
As at December 31, 2012, 2013, and 2014, the Company had net account receivables from person or juristic person
at amount of Baht 635.0 million, Baht 756.2 million, and Baht 863.1 million respectively. Amount of the increased
account receivables in 2014 was because the Company had business expansion and higher income, thus,
the account receivables had increased which was mainly from account receivables from normal trading activities
in which the Company might have agreement in collecting some advanced payments, or giving the average credit
terms in the period of 60 – 90 days depending on the type of products or services.
Consideration from the table of timing periods, most of the outstanding overdue payments over 80% were not due
or less than 3 months overdue which were within the credit allowance of the Company. Moreover, the average trade
receivables turnover ratio from the last 3 years was at 4 – 5 times which had the average collection period of 70 – 85
days and was close to the average credit term policy of the Company at about 60 – 90 days.
The Company had policy in recording allowance for doubtful accounts for customer with overdue payment in order
to reflect on risk of unpaid debt. Consideration would be used on total amount of unpaid account of customer who
might have payment problem and problem in debt collection by considering on the total amount of debts unpaid
to the Company.
However, the Company had strict debt collection with debtors and would constantly reviewed on allowance for
doubtful accounts in every accounting periods in order to reflect the remaining account receivables in the financial
statement with the expected receiving amount. In 2014, average allowance for doubtful accounts was at 4.1% of
account receivables which was similar to 4.5 % in 2013.
2) Inventory - net
(million baht)
2012
2013
2014
Inventories
173.7
84.0
173.0
(Less) Allowance for decline in value of inventory
(33.1)
(20.7)
(13.1)
Inventories - net
140.6
63.3
159.9
Inventory Turnover (Time)
14.49
16.37
22.76
26
23
17
19.1%
24.6%
7.6%
Average Number of Days Sales (day)
Allowance for decline in value of inventory / Inventories
As at December 31, 2012, 2013, and 2014, the Company’s net inventory amounted to Baht 140.6 million, 63.3 million,
and 159.9 million respectively as the remaining inventory in 2014 increased from 2013 was mainly from selling of
the satellite signal receiver “Sun Box”.
At the end of 2014, main inventory consisted of “SUN BOX” at 55%, work in progress such as drama, concert, and
marketing activity, and contract production, etc., at 36%, and the finished goods of physical discs and others at 9%.
The above table indicated that the Company’s average sales period for the last 3 years was at 15 – 30 days as majority
of work in progress did not have a long period of delivery time such as drama, concert, and marketing activity, etc.
Moreover, the Company had the policy in managing inventory at suitable level as well as controlling the level of
products to be at the suitable requirement of consumers. For the unsold and remaining inventory in the warehouse,
or work in progress with long delivery period, the Company had policy in constantly reviewing the expected net value
of inventory in every accounting periods in order to reflect the real expected value for sale in accordance with the
ever changing economic and market situations. In the year 2013, and 2014, the Company had average allowance for
inventory at 24.6% - 7.6% of total remaining inventory which was mainly for physical product i.e. CD, VCD, and DVD.
3) Intangible Assets - net
(million baht)
Intangible assets
2012
2013
2014
924.9
1,031.1
634.8
(Less) Allowance for impairment of assets
(281.6)
(310.3)
(330.5)
643.3
720.8
304.3
0110
0111
As at December 31, 2012, 2013, and 2014, the Company’s net intangible assets were Baht 643.3 million, Baht
720.8 million, and Baht 304.3 million respectively as value of the intangible assets in 2014 decreased from 2013
was mainly from payment for sport copyrights.
At the end of 2014, the intangible assets consisted of sport copyrights of more than 50%, music copyrights at 23%,
while the remaining was from copyrights of movies, dramas, etc.
From the above table, allowance for impairment at the end of 2012, 2013, and 2014 amounted to Baht 281.6
million, Baht 310.3 million, and 330.5 million respectively which came mainly from copyrights of music, and movies with
long duration of time. The Company had the policy to constantly review the expected net value in every accounting
period in order to reduce risk from value shown in the financial statement that might be higher than actual receiving
value in accordance with the economic benefits expected to be received in the future.
16.4 Liquidity
16.4.1 Cash Flow
(million baht)
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the end of the year
2012
211.9
(388.0)
207.8
31.7
313.6
2013
984.3
(467.9)
(257.8)
258.5
572.1
2014
1,112.3
(437.9)
(865.0)
(190.6)
381.5
For the year ending December 31, 2014, the Company’s net cash and cash equivalents was at Baht 381.5 million,
a decrease of Baht 190.6 million comparing to the previous year. The reasons for decrease in cash flow from financing
activities at Baht 865.0 million were from payment on long term debt from financial institution, payment on the operating
license of the digital television system, and dividend payment, and also from cash in the investment activities of Baht
437.9 million, from payment of sport copyrights, and investment in production equipment.
16.4.2 Key Liquidity Ratios
(million baht)
Liquidity Ratio (time)
Quick Ratio (time)
Average Debt Collection Period (day)
Average Number of Day Sales (day)
Credit Period (day)
Cash Cycle (day)
2012
1.39
0.90
84
26
40
70
2013
1.32
1.02
76
23
29
70
2014
1.24
0.90
70
17
19
68
Overall picture of the Company’s liquidity during the past 3 years showed current assets at higher level than the current
liabilities, average debt collection period was in accordance with the Company policy, and product sales or delivery of
contracts to customers including debt payments were in accordance with normal business operation of the Company.
Thus, the Company enjoyed continuous cash flow and sufficient working capital for business operations.
However, in case of business expansion, high investment may be necessary; the Company can use its remaining
working capital for the operation and including readiness in sourcing capital from the short and long term loans that is
suitable with the asset type already.
16.5 Sources of Funds
16.5.1 Liabilities, Shareholders’ Equity and Debt to Equity Ratio
(million)
Short-term loan from financial institutions
2012
2013
2014
86.0
-
-
240.0
286.9
-
81.0
-
-
765.6
1,035.3
1,389.2
81.0
93.8
1,665.8
Total liabilities
1,253.6
1,416.0
3,055.0
Equity attributable to owners of the company
1,296.2
1,567.3
1,728.5
0.97
0.90
1.77
Long-term loans
Debt to Equity Ratio (time)
Total liabilities for 2012, 2013, and 2014 amounted to Baht 1,253.6 million, 1,416.0 million and Baht 3,055.0 million
respectively while the increased liabilities in 2014 when comparing to 2013 were from recorded liabilities for permit
license to operate the digital television business at net Baht 1,886.5 million or at 61.8 % of total liabilities. Moreover,
during 2014,the Company had made all payments on loans from financial institutions in full.
As at December 31, 2012, 2013, and 2014, the Company’s shareholders’ equity of the majority interest were Baht 1,296.2
million, Baht 1,567.3 million and Baht 1,728.5 million, respectively. The shareholders’ equity of the majority interest in
2014 increased from the year 2013 due to payments from the exercise of warrants RS-W2 at Baht 100.0 million including
the increase from business operation during the year while dividend payment to shareholders was at Baht 311.0 million.
In 2014, shareholders’ equity of shareholders was 1.77 times, an increase of 0.90 times from 2013 due mainly to recorded
liabilities for permit license to operate the digital television business.
16.6Key factors and influence that may affect the performance and financial position of the Company
in the future
-none-
0113
17
Financial Statement
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of RS Public Company Limited
I have audited the accompanying consolidated and separate financial statements of RS Public Company Limited and its subsidiaries,
and of RS Public Company Limited, respectively, which comprise the consolidated and separate statement of financial position
as at December 31, 2014, the consolidated and separate statements of comprehensive income, changes in equity and cash flows
statements for the year then ended, and a summary of significant accounting policies and other notes.
Management’s Responsibility for the Consolidated and Separate Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated and separate financial statements
in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary
to enable the preparation of consolidated and separate 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 consolidated and separate 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 consolidated and separate
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 separate financial statements referred to above fairly, in all material respects, the financial
position as at December 31, 2014, and the financial performance and cash flows for the year then ended of RS Public Company
Limited and its subsidiaries, and of RS Public Company Limited, respectively, in accordance with Thai Financial Reporting Standards.
(Wimolsri Jongudomsombut)
Certified Public Accountant
Registration No. 3899
Karin Audit Company Limited
Bangkok
February 24, 2015
The accompanying notes are an integral part of these ffinancial statements.
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Temporary investment - fixed deposit with maturity of twelve months
- Others-net
- Related parties-net
Short-term loans to related parties - net
Short-term loans to others - net
Inventories - net
Accrued income
Declared dividend
Revenue department receivable
Total Current Assets
NON-CURRENT ASSETS
Investments in subsidiaries - net
Investments in associated company for under the equity method
Property plant and equipment - net
License for operation right in spectrum of digital television
Advance payment of license for operation right in spectrum of
digital television
Withholding tax deducted at source
Deferred tax assets
Other non-current assets
Total Non-Current Assets
TOTAL ASSETS
RS PUBLIC COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2014 AND 2013
Consolidated
304,326,651.67
92,453,879.60
97,723,291.59
37,358,405.41
3,087,315,542.34
4,813,528,748.01
14
15
16
5,406,090.08
313,235,057.30
74,995,500.00
2,161,816,666.69
381,535,315.28
4,464,839.90
863,142,805.10
159,855,842.36
147,699,485.69
30,592,899.02
138,922,018.32
1,726,213,205.67
2014
10
11
12
13
14
5, 9
8
5
5
7
5, 7
5
6
Notes
38,000,000.00
720,770,805.24
42,583,803.25
73,118,568.85
47,936,237.33
1,237,921,719.82
2,986,209,846.39
5,495,813.48
310,016,491.67
-
572,146,840.32
4,390,940.36
756,169,082.23
19,729,730.00
100,071.00
63,312,140.45
233,716,271.28
11,140,103.31
87,582,947.62
1,748,288,126.57
2013
Baht
Separated
125,944,152.49
49,902,283.71
74,278,730.59
32,436,857.50
1,277,588,063.72
2,575,949,909.20
624,853,389.59
295,177,149.84
74,995,500.00
-
152,912,614.41
260,647,747.20
256,499,115.03
329,699,999.99
7,678,274.17
104,456,562.46
136,496,178.00
2,431,043.85
47,540,310.37
1,298,361,845.48
2014
149,503,102.25
12,907,566.58
32,840,926.59
40,713,910.46
901,142,341.54
2,262,668,173.98
371,392,178.76
293,784,656.90
-
405,983,565.40
387,798,381.89
112,100,443.16
165,988,658.58
77,364.00
35,901,210.65
114,211,237.94
93,997,368.00
45,467,602.82
1,361,525,832.44
2013
0114
0115
CURRENT LIABILITIES
Trade accounts payable and others payable
Trade accounts payable and others - related
Current portion of liability under financial lease agreements
Current portion of payable for cost of license for operation
right in spectrum
Current portion of employee benefit obligations
Short-term loans from related parties
Unearned revenues - related parties
Unearned revenues - others
Accrued expenses
Total Current Liabilities
NON-CURRENT LIABILITIES
Liabilities under financial lease agreements
Payable for cost of license for operation right in
spectrum - net
Provision liabilities on investment in subsidiaries
Employee benefit obligations
Total Non-Current Liabilities
Total Liabilities
STATEMENTS OF FINANCIAL POSITION (Cont.)
5,103,488.90
1,584,000,000.00
60,944,814.91
6,102,159.69
9,693,925.12
1,665,844,388.62
3,054,995,110.27
18
14
10
20
16
5
17
302,500,000.00
4,406,669.00
206,545,244.51
563,155,440.72
152,319,470.74
1,389,150,721.65
152,568,581.95
7,655,314.73
2014
14
20
19
5
5
5
18
Notes
Consolidated
38,756,284.08
30,874,254.44
11,393,744.07
93,783,087.20
1,415,953,265.68
12,758,804.61
11,010,934.00
286,915,000.00
8,000,000.00
196,724,885.77
463,323,470.06
164,381,962.76
1,322,170,178.48
185,014,991.00
1,658,956.85
5,139,978.04
2013
Baht
2,949,108.90
52,300,564.79
916,093.51
61,269,256.10
881,562,668.00
5,103,488.90
4,406,669.00
246,045,000.00
35,403,079.94
31,586,607.21
261,766,322.68
77,295,901.85
820,293,411.90
99,463,875.48
56,670,641.01
7,655,314.73
2014
Separated
1,421,988.91
32,499,061.36
9,330,772.91
56,010,627.79
697,730,297.89
12,758,804.61
11,010,934.00
45,045,000.00
26,591,759.00
23,605,780.49
282,739,010.55
118,151,062.58
641,719,670.10
119,104,178.19
10,331,967.25
5,139,978.04
2013
Issued and paid - up share capital
Treasury shares
Premium on share capital
Difference between the purchase price of investment in
subsidiaries under common control and their net book value
Retained earnings (Deficits)
Appropriated - Legal reserve
Appropriated - Treasury share reserve
Unappropriated
Equity attributable to owners of the Company
Total equity
TOTAL LIABILITIES AND EQUITY
EQUITY
Share capital
Authorized share capital
1,026,000,280 ordinary shares : Baht 1 per share
STATEMENTS OF FINANCIAL POSITION (Cont.)
23
22
22
23
22
Notes
953,866,816.00
(74,671,816.00)
193,593,324.68
30,061,062.80
(16,593,839.52)
52,994,862.01
74,671,816.00
353,341,831.97
1,567,264,057.94
2,992,522.77
1,570,256,580.71
2,986,209,846.39
(16,593,839.52)
69,910,357.66
74,671,816.00
397,585,773.29
1,728,472,969.11
30,060,668.63
1,758,533,637.74
4,813,528,748.01
1,026,000,280.00)
2013
1,022,346,046.00
(74,671,816.00)
255,224,631.68
-
1,026,000,280.00
2014
Consolidated
Baht
69,910,357.66
74,671,816.00
346,906,205.86
1,694,387,241.20
1,694,387,241.20
2,575,949,909.20
-
1,022,346,046.00
(74,671,816.00)
255,224,631.68
-
1,026,000,280.00)
2014
Separated
52,994,862.01
74,671,816.00
334,421,810.60
1,564,937,876.09
1,564,937,876.09
2,262,668,173.98
-
953,866,816.00
(74,671,816.00)
193,593,324.68
30,061,062.80
1,026,000,280.00
2013
0116
0117
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
Notes
5, 28
Revenues
Revenue from media
Revenue from event business
Revenue from other services
Total sales and services income
5, 28
Cost of sales and services
Gross profit
5
Other income
Gross profit before expenses
Other expenses
Selling expenses
5
5
Administrative expenses
Reversal of provision for (loss) on investment in
subsidiaries - net
Amortization of employee benefit expenses
Total expenses
Profit before finance costs and income tax
5
Finance costs
Profit before income tax
16
Income tax
Profit for the year
Other comprehensive income
Defined benefit plan actuatal gain
Attributable profit for the year to
Net profit (Loss)
Attributable Other comprehensive income to
Net profit (Loss)
26
Earnings per share
Number of ordinary shares (Shares)
26
Weighted average number of diluted ordinary shares (Shares)
2014
Consolidated
Baht
Separated
2013
2014
3,356,834,828.71
457,816,855.99
458,514,472.14
33,285,277.26
4,306,451,434.10
(2,924,664,109.26)
1,381,787,324.84
26,619,606.55
1,408,406,931.39
1,986,274,871.39
777,175,118.49
692,561,390.30
5,451,570.64
3,461,462,950.82
(2,109,270,664.75)
1,352,192,286.07
22,354,459.07
1,374,546,745.14
883,264,568.72
405,395,848.35
321,838,996.38
105,535,214.67
1,716,034,628.12
(1,419,941,766.28)
296,092,861.84
534,624,870.70
830,717,732.54
877,926,179.65
718,297,721.50
388,666,279.14
5,451,570.64
1,990,341,750.93
(1,271,369,794.66)
718,971,956.27
258,044,444.07
977,016,400.34
(207,553,837.62)
(649,935,128.48)
-
(213,511,313.84)
(659,218,688.96)
-
(69,752,854.25)
(503,645,674.55)
54,659,082.41
(119,485,795.16)
(521,634,781.55)
120,176,393.95
(8,591,009.77)
(866,079,975.87)
542,326,955.52
(26,685,649.25)
515,641,306.27
(118,015,992.84)
397,625,313.43
(8,705,066.60)
(881,435,069.40)
493,111,675.74
(17,293,523.69)
475,818,152.05
(83,561,310.90)
392,256,841.15
(7,930,865.21)
(526,670,311.60)
304,047,420.94
(7,175,311.91)
296,872,109.03
41,437,804.00
338,309,913.03
(7,864,998.96)
(528,809,181.72)
448,207,218.62
(3,147,180.67)
445,060,037.95
(31,406,734.33)
413,653,303.62
1,567,124.20
1,567,124.20
399,192,437.63
392,256,841.15
2,044,733.00
2,044,733.00
340,354,646.03
413,653,303.62
370,956,749.69
26,668,563.74
397,625,313.43
394,491,532.39
(2,234,691.24)
392,256,841.15
338,309,913.03
338,309,913.03
413,653,303.62
413,653,303.62
1,157,442.40
409,681.80
1,567,124.20
-
2,044,733.00
2,044,733.00
-
0.377
983,957,561
0.436
903,953,050
0.344
983,957,561
0.458
903,953,050
0.377
0.412
0.344
0.432
983,957,561
958,410,122
983,957,561
958,410,122
2013
255,224,631.68
-
-
-
-
-
1,022,346,046.00
Ending balance as at December 31, 2014
20
-
Comprehensive income for the year
-
Profit for the year
-
Legal reserve
-
Dividend
24
61,631,307.00
68,479,230.00
22
193,593,324.68
-
953,866,816.00
-
-
-
64,056,949.20
Profit and comprehensive income for the year
-
24
Legal reserve
Dividend
22
-
71,174,388.00
129,536,375.48
Share Capital
882,692,428.00
Notes
Premium on
Share Capital
Issued and
Paid-up
STATEMENTS OF CHANGES IN EQUITY
-
(74,671,816.00)
-
-
-
-
-
(74,671,816.00)
-
-
-
-
-
(74,671,816.00)
Treasury
shares
-
(16,593,839.52)
-
-
-
-
-
(16,593,839.52)
-
-
-
-
-
(16,593,839.52)
Difference between
the purchase price
of investment in
subsidiaries under
common control
and their net book
value
-
-
-
-
-
(30,061,062.80)
-
30,061,062.80
-
-
-
30,061,062.80
(17,224,830.00)
17,224,830.00
Advance
receipts
for share
subscription
69,910,357.66
-
-
16,915,495.65
-
-
-
52,994,862.01
-
20,682,665.18
-
-
-
32,312,196.83
Legal reserve
74,671,816.00
-
-
-
-
-
-
74,671,816.00
-
-
-
-
-
74,671,816.00
Treasury
share reserve
397,585,773.29
1,157,442.40
370,956,749.69
(16,915,495.65)
(310,954,755.12)
-
-
353,341,831.97
394,491,532.39
(20,682,665.18)
(271,526,931.60)
-
-
251,059,896.36
Unappropriated
Retained earnings (deficits)
Appropriated
Consolidated
Baht
1,728,472,969.11
1,157,442.40
370,956,749.69
-
(310,954,755.12)
(30,061,062.80)
130,110,537.00
1,567,264,057.94
394,491,532.39
-
(271,526,931.60)
30,061,062.80
118,006,507.20
1,296,231,887.15
Equity
attributable
to owners
of the
Company
Total
392,256,841.15
30,060,668.63
409,681.80
26,668,563.74
-
(10,099.68)
-
-
1,758,533,637.74
1,567,124.20
397,625,313.43
-
(310,964,854.80)
(30,061,062.80)
130,110,537.00
-
(271,535,169.19)
30,061,062.80
118,006,507.20
1,301,467,338.75
2,992,522.77 1,570,256,580.71
(2,234,691.24)
-
(8,237.59)
-
-
5,235,451.60
Non Controlling
interests
0118
0119
STATEMENTS OF CASH FLOWS
Baht
Consolidated
2014
Separated
2013
2014
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit
397,625,313.43
392,256,841.15
338,309,913.03
413,653,303.62
Adjustments to reconcile net profit to net cash provided by (used in)
operating activities:
880,392,135.53
278,241,584.44
122,130,281.93
72,398,539.15
Allowance for doubtful accounts (reversal) and written off withholding tax
4,496,200.21
(13,719,557.85)
969,873.33
23,390,963.66
Reversal allowance for decline in value of inventory
(7,434,689.20)
(12,401,873.31)
(5,984,266.37)
(12,392,664.25)
Reversal allowance for sales return - net
(37,732,515.83)
(10,972,821.07)
(37,559,288.83)
(8,991,868.07)
Allowance for impairment of assets
19,719,003.57
28,295,932.11
15,647,438.69
14,004,948.30
89,723.37
109,693.75
-
-
Depreciation and amortization
Share of loss from investments in associated company accounted
for under the equity method
Reversal allowance for impairment - investment in subsidiaries
-
Allowance for doubtful accounts - loan to subsidiaries
Provision for loss on investment in subsidiaries (reversal)
Gian on sales investment in subsidiary
-
Provision for damage from litigation case
Loss (gain) on sales and written off equipment
Provision for employee benefits
-
(57,461,210.83)
(103,520,224.85)
-
-
1,275,008.42
(13,046,005.48)
-
(2,252,756.11)
1,527,119.99
(3,610,163.21)
1,755,860.90
-
312,985.20
514,948.69
17,151,390.03
Dividend income
Unrealized gain on exchange rates
-
17,230,318.96
-
-
-
126,375.45
-
-
412,045.26
-
15,521,824.43
15,052,406.04
(407,907,925.25)
(176,961,762.40)
(2,054.86)
(67,220.87)
-
(85,345.39)
Interest income
(2,957,029.53)
(4,760,639.17)
(16,324,064.05)
(15,746,838.42)
Interest expenses
26,685,649.25
17,293,523.69
7,175,311.91
3,147,180.67
83,561,310.90
(41,437,804.00)
Income tax
Profit from operating activities before changes in operating assets and liabilities
118,015,992.84
1,418,117,964.91
773,329,285.31
(63,705,742.34)
31,406,734.33
238,825,579.15
(INCREASE) DECREASE IN OPERATING ASSETS:
Trade accounts receivable
(86,613,861.14)
(94,808,004.79)
(19,062,292.05)
Inventories
(88,999,043.12)
89,721,037.85
62,761,643.09
34,284,172.44
1,811,324.66
62,001,610.97
5,807,855.58
27,424,666.06
10,577,831.94
(9,162,724.04)
8,277,052.96
(13,885,128.26)
Accounts payable and others payable
(51,990,670.32)
(6,046,574.47)
70,519,546.48
Other non - current liabilities
Other non - current assets
(936,436.94)
INCREASE (DECREASE) IN OPERATING LIABILITIES:
Proceed from refunding witholding tax
Payment of income tax
Net Cash Provided by (used in) Operating Activities
8,531,158.77
(66,506,524.15)
300,942,894.53
(8,021,652.80)
1000,320,070.20
(3,455,679.40)
3,020,419.17
(8,414,679.40)
3,285,459.17
882,995.54
11,774,533.31
(155,762,635.34)
1,112,340,012.61
-
-
(146,491,625.44)
(36,994,717.13)
(80,692,925.22)
984,280,852.40
(79,298,843.97)
273,344,164.70
0120
0121
STATEMENTS OF CASH FLOWS (Cont.)
Baht
Consolidated
Separated
2014
2013
2014
3,139,316.62
4,570,363.25
2013
CASH FLOWS FROM INVESTING ACTIVITIES:
14,668,194.67
15,653,879.79
Increase in short-term loans to related parties and related persons
Interest income
(91,000,000.00)
-
(833,120,000.00)
(397,050,000.00)
Receipts from short-term loans to related parties and related persons
91,000,000.00
-
670,000,000.00
574,775,000.00
Decrease in short-term loans to others
100,071.00
1,308,739.00
77,364.00
1,049,684.00
Cash received from decreasing in registered share capital
-
-
-
40,000,000.00
Payment of investments in subsidiaries
-
-
Temporary investments - fixed deposit with maturity of twelve months
Cash received for dividend income
Increase (decrease) in payable for purchase on assets
Purchase of fixed assets
Proceeds from disposal of fixed assets
(73,899.54)
-
(85,252.62)
-
(196,000,000.00)
-
-
-
365,409,115.25
82,964,394.40
17,887,359.28
(2,148,615.07)
17,887,359.28
(2,148,615.07)
(85,721,413.81)
(121,262,499.54)
(74,408,790.60)
(114,682,874.96)
465,203.60
1,267,431.34
112,130.37
117,009.37
-
-
Advance payment of license for operation right in spectrum of digital
television
Increase in intangible assets
(74,995,500.00)
(38,000,000.00)
-
(74,995,500.00)
-
(298,758,992.24)
(313,589,855.37)
(41,726,648.83)
(50,123,561.04)
(437,957,855.09)
(467,939,689.01)
(152,096,775.86)
150,554,916.49
Payment of interest expenses
(13,523,322.94)
(17,452,200.86)
(6,630,070.84)
(3,448,289.73)
Receipt of short-term loans from financial institutions
755,000,000.00
25,000,000.00
755,000,000.00
25,000,000.00
Repayment of short-term loans from financial institutions
(755,000,000.00)
(111,000,000.00)
(755,000,000.00)
(75,000,000.00)
65,000,000.00
205,915,000.00
-
-
(351,915,000.00)
(240,000,000.00)
-
-
(5,139,979.02)
(4,786,804.05)
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts of long-term loans from financial institutions
Repayment of long-term loans from financial institutions
Repayment of liability under financial lease
Increase in short-term loans from related parties
(4,786,804.05)
8,000,000.00
719,000,000.00
50,500,000.00
(8,000,000.00)
-
(518,000,000.00)
(89,550,000.00)
Repayment to payable for cost of license for operation right in spectrum
(340,500,000.00)
-
Dividend paid
(310,964,854.80)
(271,535,169.19)
(310,954,755.50)
(271,526,931.60)
)
100,049,474.20
118,006,507.20
100,049,474.20
118,006,507.20
-
30,061,062.80
-
30,061,062.80
Decrease in short-term loans from related parties
-
(5,139,979.02)
-
-
(864,993,682.56)
(257,791,604.10)
(21,675,331.16)
(220,744,455.38)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(190,611,525.04)
258,549,559.29
(253,070,950.99)
203,154,625.81
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEARS
572,146,840.32
313,597,281.03
405,983,565.40
202,828,939.59
CASH AND CASH EQUIVALENTS AT THE ENDING OF THE YEARS
381,535,315.28
572,146,840.32
152,912,614.41
405,983,565.40
-
1,414,659.26
-
1,414,659.26
2,227,000,000.00
-
-
-
Net Cash Used in Financing Activities
ADDITION INFORMATION
1. Purchases of vehicle for under lease agreement.
2. Cost of license for peration right in spectrum payable
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2014
1. GENERAL INFORMATION
RS Public Company Limited, the “Company” is a company registered in Thailand and listed on the Stock Exchange of
Thailand on May 22, 2003. The registered office of the Company is at 419/1 Soi Ladphao 15, Ladphao Road, Jompon,
Jatujak, and Bangkok, Thailand.
The principal activities of the Company and subsidiaries (together referred to as the “Group”) are entertainment businesses
including media, music distribution, event business and other businesses supporting the Group’s core business.
2. BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries, in which
the Company has authority to control or holds more than 50% of the subsidiaries shares.
Subsidiaries
Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power, directly
and indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The
financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases.
The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted
by the Group. Losses applicable to non-controlling interests in a subsidiary are allocated to non- controlling interests
even if doing so causes the non-controlling interests to have a deficit balance.
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power
of another entity.
Investments in associates are accounted for in the consolidated financial statements using the equity method
(equity-accounted investees) and are recognised initially at cost. The cost of the investment includes transaction costs.
The consolidated financial statements include the Group’s share of profit or loss and other comprehensive income of
equity accounted investees from the date that significant influence commences until the date that significant influence
ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the Group’s carrying
amount of that interest is reduced to zero and recognition of further losses is discontinued except to the extent that the
Group has an obligation or has made payments on behalf of the investee.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with
associates and jointly-controlled entities are eliminated against the investment to the extent of the Group’s interest in
the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is
no evidence of impairment.
0122
0123
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as follows:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Company Name
Operating subsidiaries
Starz (Thailand) Co., Ltd.
(Formerly: K.master Co., Ltd.)
Yaak Co., Ltd.
Thai Copyright Collection Co., Ltd.
Coolism Co., Ltd.
Poema Co., Ltd.
RS International Broadcasting and Sport
Management Co., Ltd.
Aladdin House Co., Ltd.
Blu Fairy Co., Ltd.
Magique (Thailand) Co., Ltd.
(Formerly: Nagasia Co., Ltd.)
D-Media and Production Co., Ltd.
R.S. Television Co., Ltd.
Non-operating subsidiaries
RS In-Store Media Co., Ltd.
S-One Sport Co., Ltd.
Avant Co., Ltd.
R Siam Co., Ltd.
R.S. Sportmaster Co., Ltd
RS Film and Distribution Co., Ltd.
Bangkok Organizer Co., Ltd.
Liquidated
Lazerface Records Co., Ltd.
Associated company
Idea Power Co., Ltd.
Nature of Business
Rate of Shareholding
2014
2013
(%)
(%)
Service provider and organizer
100
100
Television production
Copyright collection
Radio production and organizer
Organizer
Service provider and organizer for
sport activities
Organizer
Organizer
Organizer
100
100
100
100
83
100
100
100
100
83
100
100
100
100
100
100
Organizer
Television production
100
100
100
100
65
100
100
100
76
100
100
65
100
100
100
76
100
100
-
-
25
25
Organizer
The significant accounting transaction between the Company and the subsidiaries were eliminated from the consolidated
financial statements.
The Company changed in the composition of the subsidiary companies as follows:
1. The Extraordinary Shareholders’ Meeting No. 1/2014 of R.S. Television Co., Ltd. held on January 29, 2014 passed
the resolution to increase the share capital from Baht 4 million to Baht 200 million by issuing 1.96 million new shares
capital at the par value of Baht 100 per share in amount of Baht 196 million. Therefore the Company invested in whole
amount of share capital of this subsidiary company. The increase of share capital was registered with the Ministry
of Commerce on January 30, 2014.
2. The Extraordinary Shareholders’ Meeting No.1/2013 of Lazerface Records Co., Ltd. held on November 14, 2013
passed the resolution to liquidate this subsidiary company.
3. The Extraordinary Shareholder’s Meeting No.1/2014 of Magique (Thailand) Co., Ltd. (Formerly: Nagasia Co., Ltd.)
held on October 10, 2014 passed the resolution to change of its name to Magique (Thailand) Co., Ltd. As registered
with the Ministry of Commerce on October 10, 2014.
4. The Extraordinary Shareholders’ Meeting No 1/2014 of Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) held
on October 21, 2014 passed the resolution to change of its name to Starz (Thailand) Co., Ltd. As registered with the
Ministry of Commerce, on November 3, 2014.
3. BASIS OF FINANACIAL STATEMENT PREPARATION
3.1Basis of financial statements preparation
The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) including
related interpretations and guidelines promulgated by the Federation of Accounting Professions (FAP); applicable
rules and regulations of the Thai Securities and Exchange Commission.
The financial statements issued for Thai statutory and regulatory reporting purposes are prepared in the Thai language.
These English language financial statements have been prepared from the Thai language statutory financial statements.
Thai Financial Reporting Standards (TFRS) new effective
Effective from January 1, 2014 the interim financial statements are prepared on new and revised TFRS issued by
FAP in year 2013 as follows :
TFRS
Topic
Year
effective
TAS 1 (revised 2012)
Presentation of financial statements
2014
Statement of Cash Flows
2014
Income Taxes
2014
Leases
2014
Revenue Recognition
2014
Employee Benefits
2014
The Effects of Changes in Foreign Exchange Rates
2014
Related Party Disclosures
2014
Investments in Associates
2014
Interests in Joint Ventures
2014
Interim Financial Reports
2014
0124
0125
TFRS
Topic
Year
effective
Impairment of Assets
2014
Intangible Assets
2014
Share-based Payment
2014
Business Combinations
2014
Non-current Assets held for Sale and Discontinued
Operations
2014
Operating Segments
2014
TFRIC 1
Changes in Existing Decommissioning, Restoration and
Similar Liabilities
2014
TFRIC 4
Determining whether an Arrangement contains a Lease
2014
TFRIC 5
Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds
2014
TFRIC 7
Applying the Restatement Approach under TAS 29
Financial Reporting in Hyperinflationary Economies
2014
TFRIC 10
Interim Financial Reporting and Impairment
2014
TFRIC 12
Service Concession Arrangements
2014
TFRIC 13
Customer Loyalty Programmes
2014
TFRIC 17
Distributions of Non-cash Assets to Owners
2014
TFRIC 18
Transfers of Assets from Customers
2014
TIC15
Operating Leases-Incentives
2014
TIC27
Evaluating the Substance of Transactions Involving the
Legal Form of a Lease
2014
TIC29
Service Concession Arrangements – Disclosure
2014
TIC32
Intangible Assets-Web Site Costs
2014
The adoption of these new and revised TFRS has result no material effect on the financial statements.
Thai Financial Reporting Standards (TFRS) not yet adopted
In addition to the above new and revised TFRS, the FAP has issued a number of other new and revised TFRS which
are effective for annual financial periods beginning on or after January 1, 2015 and have not been adopted in the
preparation of these financial statements. Those new and revised TFRS that may be relevant to the Company’s
operations, which become effective for annual financial periods beginning on or after January 1 in the year indicated,
are set out below. The Company does not plan to adopt these TFRS early.
TAS
Topic
Year
effective
TFRS 3 (revised 2014)
Business Combinations
2015
TFRS 4
Insurance Contracts
2016
TFRS 8 (revised 2014)
Operating Segments
2015
TFRS 10
Consolidated Financial Statements
2015
TFRS 11
Joint Arrangements
2015
TFRS 12
Disclosure of Interests in Other Entities
2015
TFRS 13
Fair Value Measurement
2015
Presentation of Financial Statements
2015
Property, Plant and Equipment
2015
Revenue
2015
Employee Benefits
2015
Accounting for Government Grants and Disclosure of
Government Assistance
2015
The Effects of Changes in Foreign Exchange Rates
2015
Separate Financial Statements
2015
Investments in Associates and Joint Ventures
2015
Financial Reporting in Hyperinflationary Economies
2015
TFRIC 5(revised 2014)
Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds
2015
The Group company has made a preliminary assessment of the potential initial impact on the consolidated and separate
financial statements of these new and revised TFRS and expects that there will be no material impact on the financial
statements in the period of initial application.
3.2Basis of measurement
The financial statements have been prepared on the historical cost.
3.3Presentation currency
The financial statements are prepared and presented in Thai Baht. All financial information presented in Thai Baht
has been rounded to the nearest thousand or million unless otherwise stated.
3.4Use of estimates and judgements
The preparation of financial statements in conformity with TFRS requires management to make judgments, estimates
and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and
expenses. Actual results may differ from estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which estimates are revised and in any future periods affected.
0126
0127
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that
have the most significant effect on the amount recognized in the financial statements is included in the following note:
Note 16
Current and deferred taxation
Note 20
Measurement of defined benefit obligations
4. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these financial
statements except in Note 3.
4.1Foreign currencies
Transactions in foreign currencies are converted at the foreign exchange rates ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the Statement of financial position date are
converted to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising upon
conversion are recognised in the Statement of comprehensive income.
Non-monetary assets and liabilities measured at cost in foreign currencies are converted to Thai Baht using the
foreign exchange rates ruling at the dates of the transactions.
4.2 Cash and cash equivalents
Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid
short-term investment. Bank overdrafts that are repayable on demand are a component of financing activities for the
purpose of the statement of cash flows.
4.3 Trade and other accounts receivable
Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.
The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations
of customer payments. Bad debts are written off when incurred.
4.4 Inventories and work in process
Inventories are stated at the lower of cost or net realisable value.
The finished goods including cassette tapes, CDs, VCDs, DVDs. raw materials and others are stated at first-in, firstout method.
The finished goods and work in process of films, drama series, tele-movies and others are stated at cost which
consists of direct production cost and other production expenses.
Other inventories are valued at first-in, first-out method.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to
complete and to make the sale.
The Company set up allowance for damaged goods and obsolete stock.
4.5Investments
Investments in associates and subsidiaries
Investments in subsidiaries in the separate financial statements of the Company are accounted for using the cost
method less allowance for impairment (if any). Investments in associates in the consolidated financial statements
are accounted for using the equity method.
Other long-term investment
Investments in non-marketable equity securities, which the Company classifies as other long –term investments, are
stated at cost method less allowance for impairment (if any).
4.6Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and losses on decline in value.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets
to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site
on which they are located and capitalised borrowing costs. Purchased software that is integral to the functionality
of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds
from disposal with the carrying amount of property, plant and equipment, and are recognised net within other income
in profit or loss.
Leased assets
Leases in terms of which the Company substantially assumes all the risk and rewards of ownership are classified
as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of
its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated
depreciation and losses on decline in value. Lease payments are apportioned between the finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are charged directly to the statement of income.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the
item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost
can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted
for cost, less its residual value.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each component
of an item of property, plant and equipment as follows:
0128
0129
Land improvement
Building and construction
Machines and equipment
Furniture and office equipment
Vehicles
Years
8 years 7 months
20
5 – 10
5 – 10
5
as land lease agreement term
as land lease agreement term
4.7Intangible assets
Intangible assets with finite lives are amortised on a systematic basis over the useful economic useful life and tested
for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and
the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation
expense is charged to the Statement of comprehensive income.
A summary of the intangible assets with finite useful lives is as follows:
License for operation right in spectrum of digital television has recognized assets and liabilities at an amount equal
to payment of license as specified in the agreement and amortized expenses by the straight-line method.
Copyrights of certain show are amortized by proportionate of revenue generated within granted period.
Software are amortized on the basis of estimated useful lives of 10 years.
Others copyrights are amortised on a straight-line basis over the term of the agreement.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually either individually
or at the cash generating unit level. The assessment of indefinite life is reviewed annually.
Intangible asset with indefinite useful lives is the Copyright of musical master tape, Copyright of drama, Copyright
of films.
4.8Impairment
The carrying amounts of the Company’s assets are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For
intangible assets that have indefinite useful lives or are not yet available for use, the recoverable amount is estimated
each year at the same times.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. The impairment loss is recognised in profit or loss unless it reverses a previous revaluation credited to equity,
in which case it is charged to equity.
Calculation of recoverable amount
The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to
sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable
amount is determined for the cash-generating unit to which the asset belongs.
Reversals of impairment
Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting
date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has
been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to
the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised.
4.9 Trade and other accounts payable
Trade and other accounts payable are stated at cost.
4.10Employee benefits
Post-employment benefit plan other than a defined contribution plan. The Company’s obligation in respect of post
employment benefits under defined benefit plans recognized in the financial statements based on calculations by the
independent actuary using the projected unit credit method estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods; that benefit is discounted to determine its
present value.
The Company recognises all actuarial gains and losses arising from defined benefit plans in other comprehensive
income and all expenses related to defined benefit plans in profit or loss.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus if the Company has a
present legal or constructive obligation to pay this amount as a result of past service provided by the employee,
and the obligation can be estimated reliably.
4.11Provisions
A provision is recognised if, as a result of a past event, the Group/Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding
of the discount is recognised as finance cost.
Provision for goods returns
Provision for goods returns is estimated with reference to past experience of actual goods returned and calculated
based on the proportion of sales.
4.12Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and
share options are recognised as a deduction from equity, net of any tax effects.
Treasury share
Treasury shares are recognised initially at cost and presented as a deduction from equity. An equal amount is
appropriated from retained earnings and taken to a reserve for treasury shares within equity. When treasury shares
are sold, the amount received is recognised as an increase in equity by crediting the cost of the treasury shares
sold, calculated using the weighted average method, to the treasury shares account and transferring the equivalent
0130
0131
amount to the cost of shares sold back from reserve for treasury shares to retained earnings. Surpluses on the sale
of treasury shares are taken directly to a separate category within equity (“Surplus on treasury shares”). Net deficits
on sale or cancellation of treasury shares are debited to retained earnings after setting off against any remaining
balance of surplus on treasury shares and the reserve for treasury shares are credited at the equivalent amount to
the cost of shared sold back to retained earnings.
4.13Revenue Recognition
Revenue exclude value added taxes or other sales taxes and is arrived at after deduction of trade discounts.
Revenue from sales is recognised in the Statement of comprehensive income when the significant risks and rewards of
ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement
with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs
or the probable return of goods. Revenue from service is recognised when service has been provided.
1. Revenue from media
Revenue from sales of advertising, being the revenue from the sales of advertising media, i.e., the media of
TV, radio, modern trade, publishing and others, is recognized at invoice value less discounts when service
has been provided.
Revenue from publishing distribution is recognized at invoice value once delivered, after deduction of goods
returned and discounts.
Revenue from production of drama, TV programme, advertising film and other productions is recognized upon
delivery of completed work or recognized based on the proportion of completed service, whichever is the case.
Revenue from production of market activities is recognized upon delivery of completed work or recognized
based on the proportion of completed service, whichever is the case.
Television station sublease income is recognised over the period of the sublease.
2. Revenue from music distribution
Revenue from music distribution sales represents the revenue from sales and services, revenue from copyright,
revenue from commercial use or other benefit of music copyright and revenue from digital downloads.
Revenue from copyright is recognized once the copyright has been delivered.
Revenue from commercial use or other benefit of music copyright is recognized on a straight-line basis over
the agreement period.
Revenue from digital downloads are recognized once it has been delivered or the download service has
been provided.
3. Revenue from event business
Revenue from event business represents the revenue from ticket distribution, revenue from sales of advertising
and sponsorship, revenue from production and revenue from artist.
Revenue from ticket distribution is recognized when the concert has been provided.
Revenue from sales of advertising and sponsorship is recognized at invoice value less discounts when the
service has been provided.
Revenue from production is recognized upon delivery of completed work or recognized based on the proportion
of completed service, whichever is the case.
Revenue from artist is recognized when the service has been provided.
4. Revenue from films
Revenue from films represents the revenue from box-office sharing between cinema’s owner, copyright and
sales of sponsorship.
Revenue from box-office sharing between cinema’s owner and Group of Companies is recognized when the
film has been exhibited.
Revenue from film copyright is recognized when the film have been exhibited.
Revenue from sales of other film copyright is recognized based on the agreement and/or the rights attaching
to the said film.
Revenue from sales of sponsorship is recognized at invoice value less discounts when service has been
provided.
5. Interest and dividend income
Interest income is recognized in the Statement of comprehensive income as it accrues. Dividend income is
recognized in the Statement of comprehensive income on the date the Group’s right to receive payments is
established.
4.14 Expenses
Expenses are recognized on an accrual basis.
4.15 Finance costs
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent
consideration, losses on disposal of available-for-sale financial assets, dividends on preference shares classified
as liabilities, fair value losses on financial assets at fair value through profit or loss, impairment losses recognised on
financial assets (other than trade receivables), and losses on hedging instruments that are recognised in profit or loss.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset
are recognised in profit or loss using the effective interest method.
4.16 Lease payments
Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the
lease.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of
the lease when the lease adjustment is confirmed.
Determining whether an arrangement contains a lease
At inception of an arrangement, the Group/Company determines whether such an arrangement is or contains a lease.
A specific asset is the subject of a lease if fulfilment of the arrangement is dependent on the use of that specified
asset. An arrangement conveys the right to use the asset if the arrangement conveys to the Company the right to
control the use of the underlying asset.
At inception or upon reassessment of the arrangement, the Group/Company separates payments and other
consideration required by such an arrangement into those for the lease and those for other elements on the basis of
0132
0133
their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments
reliably, an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently
the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the
Group’s/Company’s incremental borrowing rate.
4.17Income tax
Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in
profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity
or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and
differences relating to investments in subsidiaries and jointly-controlled entities to the extent that it is probable that
they will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date.
In determining the amount of current and deferred tax, the Group/Company takes into account the impact of uncertain
tax positions and whether additional taxes and interest may be due. The Group/Company believes that its accruals for
tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations
of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of
judgements about future events. New information may become available that causes the Group/Company to change
its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense
in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
4.18Earnings per Share
The Group/Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is
determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number
of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares,
which comprise convertible notes and share options granted to employees.
5. TRANSACTIONS WITH RELATED PARTIES
Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or
directors. Transactions with related parties are conducted at prices based on market prices or, where no market price
exists, at contractually agreed prices.
Significant related parties transactions can be summarized as follows:
Related parties
Chetchotsak Co., Ltd
Type of business
Rental service
Organizer
SS2C Co., Ltd.
Key management personnel
Rental service
-
Type of relation
Common shareholder and directors
Indirect shareholding and common directors of
subsidiaries
Common shareholder and directors
Persons having authority and responsibility for planning,
directing and controlling the activities of the entity, directly
or indirectly, including any director (whether executive
or otherwise) of the Group company
Basis of pricing for intercompany revenues and expenses
1.Revenue from sales is determined per unit on a cost basis.
2.Revenue from copyright is determined either by per unit on historical cost or by a proportion of copyright usage to
revenue collection.
3.Revenue from production is determined from original cost plus operating margin based on normal business operations.
4.Revenue from concert and marketing activities is calculated from cost plus operating margin based on normal
business operations.
5.Revenue from advertising is determined per unit by referring to the market price.
6.Radio and television stations lease income is determined on a cost basis and determined from original cost plus
operating margin based on normal business operations.
7.Services income is determined on a cost of service basis by referring to the market price.
8.Revenue from management services is charged on the basis of agreed contracts which based on cost of service.
9.Interest income derived from related parties is based on the borrowing cost or at market rate of approximately 4.00
per annum.
10.Rental and common service fee’s unit price are comparable to the market price survey of rental and common service
fee.
Significant balances at each Statement of financial position date and transactions for years ended December 31, 2014
and 2013, with related parties were as follows:
0134
0135
Million Baht
Consolidated
December
December
31, 2014
31, 2013
Trade accounts receivable
Subsidiaries company
Yaak Co., Ltd.
Coolism Co., Ltd.
Associated company
Total - trade accounts receivable
Loans to
Yaak Co., Ltd.
Poema Co., Ltd.
Blu Fairy Co., Ltd.
R.S. Sportmaster Co., Ltd.
Total
Less Allowance for doubtful account
Loans to related parties - net
Separate
December
December
31, 2014
31, 2013
-
-
80.17
0.01
5.78
1.56
-
81.95
2.55
24.26
2.63
0.63
-
-
0.12
-
-
0.38
168.47
0.08
-
-
19.73
19.73
256.49
112.10
-
-
-
99.00
20.00
45.00
20.36
19.94
5.00
1.00
2.34
2.34
328.70
38.00
372.40 209.28
(42.70) (43.29)
329.70 165.99
Million Baht
Consolidated
December
December
31, 2014
31, 2013
Movement of loans to related companies
Beginning balance
Increase during for the years
Paid during for the years
Ending balance
Accrued interest receivable
Yaak Co., Ltd.
Poema Co., Ltd.
Blu Fairy Co., Ltd.
Total - accrued interest receivable
Less Allowance for doubtful debt
Accrued interest receivable - Net
Advance
Avant Co., Ltd.
R Siam Co., Ltd.
Total
Separate
December
December
31, 2014
31, 2013
91.00
(91.00)
-
-
209.28
833.12
(670.00)
372.40
387.00
397.06
(574.78)
209.28
-
-
1.24
1.68
0.01
1.43
2.11
6.47
(3.56)
2.91
0.36
1.76
0.87
0.02
1.33
0.29
4.63
4.63
-
-
0.13
0.24
0.37
0.01
0.01
0.01
0.12
0.22
0.01
0.38
0136
0137
Million Baht
Consolidated
December
December
31, 2014
31, 2013
Accrued income
Coolism Co., Ltd.
Total - accrued income
Declared dividend
Coolism Co., Ltd.
Trade accounts payable and other accounts
payable
Yaak Co., Ltd.
Coolism Co., Ltd.
Avant Co., Ltd.
Associated company
Related parties
Chetchotsak Co., Ltd.
Total
Separate
December
December
31, 2014
31, 2013
-
-
2.29
1.10
15.38
18.77
3.73
0.88
4.61
-
-
136.50
94.00
-
-
49.51
0.07
0.80
1.93
0.01
2.71
4.87
0.70
2.21
1.21
-
-
0.02
-
-
2.01
2.01
1.64
1.66
1.61
56.64
1.34
10.33
Million Baht
Short - term loans from
Coolism Co., Ltd.
Blu Fairy Co., Ltd.
Avant Co., Ltd.
R Siam Co., Ltd.
R.S.Television Co., Ltd.
Associated company
Total
Movement of loans from
Beginning balance
Increase during for the years
Paid during for the years
Ending balance
Unearned revenues
Coolism Co., Ltd.
Total
Consolidated
December
December
31, 2014
31, 2013
Separate
December
December
31, 2014
31, 2013
-
-
90.00
7.00
12.00
5.00
7.00
-
-
139.00
6.00
7.00
-
-
0.75
1.00
2.30
3.00
4.00
0.75
1.00
3.00
2.30
45.05
-
8.00 8.00 246.05
8.00
- 45.05 84.10
- 8.00 719.00 50.50
(8.00) - (518.00) (89.55)
8.00 246.05 45.05
-
-
0.46
34.72
0.02
1.00
25.59
-
-
-
0.20
35.40
26.59
0138
0139
Million Baht
Consolidated
December
December
31, 2014
31, 2013
Accrued interest expense
Associated company
Total
Accrued expenses
Related parties
SS2C Co., Ltd.
Total
Separate
December
December
31, 2014
31, 2013
-
0.11
0.11
-
-
-
-
1.94
7.17
0.08
-
0.09
0.05
0.14
-
0.05
9.16
0.08
The Company’s financial statements include significant transactions between the Company and subsidiaries for each
of the years ended December 31, 2014 and 2013 as follows:
Million Baht
Consolidated
2014
2013
Revenue from media
Yaak Co., Ltd.
Coolism Co., Ltd.
D-Media and Production Co.,Ltd.
Total revenue from media
2014
Separate
2013
-
-
98.58
0.07
76.02
3.16
-
-
-
32.10
-
-
-
16.97
111.99
259.71
0.07
79.25
Million Baht
Consolidated
2014
2013
Total revenue form music distribution
Revenue from event business
Coolism Co., Ltd.
Yaak Co., Ltd.
Blu Fairy Co., Ltd.
Associated company
Total revenue from event business
Other income
Revenue from management service
Coolism Co., Ltd.
Total
2014
Separate
2013
-
-
1.13
55.31
56.44
4.00
60.68
0.05
0.03
64.76
-
-
10.39
13.60
15.01
0.88
0.48
0.02
-
-
0.35
0.03
2.57
0.07
0.02
-
-
32.44
32.44
26.94
14.00
30.48
-
-
45.30
9.52
17.34
-
26.63
9.52
14.65
1.92
-
-
1.00
73.16
52.72
0140
0141
Million Baht
Consolidated
2014
2013
ดอกเบี้ยรับ
บริษัทย่อย
Yaak Co., Ltd.
Coolism Co., Ltd.
Poema Co., Ltd.
Blu Fairy Co., Ltd
Associated company
Total
Other income
Coolism Co., Ltd.
RS In ternational Broadcasting and Sport
Blu Fairy Co., Ltd
Total
Total other income
2014
Separate
2013
-
-
2.62
1.10
0.81
0.72
7.07
0.97
0.80
0.24
0.08
0.02
-
-
0.02
0.01
0.09
0.05
9.81
0.89
1.30
0.09
0.29
0.03
0.03
-
15.23
11.75
-
-
0.35
0.02
0.15
-
1.70
0.04
0.21
0.06
-
-
19.33
0.01
-
-
-
0.22
3.18
23.26
111.65
2.01
66.48
Million Baht
Cost of sales and service
Yaak Co., Ltd.
Coolism Co., Ltd.
Related parties
Total cost of sales and service
Selling and administration expenses
Related parties
SS2C Co., Ltd.
Group of Person - Chetchotsak
Total
Finance costs - interest payable
Coolism Co., Ltd.
Poema Co., Ltd.
Blu Fairy Co., Ltd
Avant Co., Ltd.
D-Media and Production Co.,Ltd.
R Siam Co., Ltd.
Consolidated
2014
2013
2014
Separate
2013
-
-
89.12
4.50
7.36
2.34
32.34
41.45
33.38
6.57
3.54
-
26.38
26.38
30.42
30.42
25.51
161.17
28.44
113.38
-
-
0.95
0.40
41.28
8.76
0.24
50.28
35.97
8.51
0.22
44.70
31.78
8.76
0.24
41.73
26.78
8.51
0.22
35.91
-
-
0.25
0.13
0.33
0.09
0.25
0.14
0.20
-
-
0.87
0.09
0.65
0.02
-
-
0.09
0.04
0.01
0.01
0.03
-
0.11
0.01
0.02
0.03
0.03
0.05
0.07
0142
0143
Million Baht
Consolidated
2014
2013
Associated company
Total finance costs - interest payable
Key management personnel compensation
Short-term employee benefit
Long-term employee benefit
Total key management personnel compensation
Separate
2014
2013
0.57
0.57
0.12
0.12
1.94
1.58
172.47
3.66
176.13
118.93
3.39
122.32
161.94
3.49
165.43
107.77
3.21
110.98
6. CASH AND CASH EQUIVALENTS
Baht
Consolidated
2014
Cash on hand
Deposit in bank
2013
2014
2013
6,215,577.35
6,414,432.38
4,818,403.50
5,267,752.00
375,319,737.93
315,732,407.94
148,094,210.91
150,715,813.40
-
250,000,000.00
-
250,000,000.00
381,535,315.28
572,146,840.32
152,912,614.41
405,983,565.40
Highly liquid shot-term in vestments
Total
Separate
7. ลูกหนี้การค้า – สุทธิ
As at December 31, 2014, and 2013, accounts receivable was classified by aging as follows:
Baht
Consolidated
2557
Accounts receivable - related parties
Current
Overdue :
Less than 3 months
3 - 6 months
6 - 12 months
Over 12 months
Total
Total accounts receivable - related
parties - net
Separate
2013
2014
2013
- 19,729,730.00
108,630,637.89
38,406,892.23
- 19,729,730.00
-
60,914,525.99
79,136,932.50
3,247,838.65
4,569,180.00
256,499,115.03
-
45,581,611.32
13,809,280.33
5,270,094.42
9,032,564.86
112,100,443.16
-
-
256,499,115.03
112,100,443.16
19,729,730.00
Baht
Consolidated
Accounts receivable - others – net
Current
Overdue :
Less than 3 months
3 - 6 months
6 - 12 months
มากกว่า 12 เดือนขึ้นไป
Total
Total accounts receivable - others – net
Separate
2557
2013
2014
2013
407,971,310.24
487,715,994.53
131,725,538.36
207,582,929.10
401,877,831.03
49,164,628.03
6,238,951.03
34,632,635.15
899,885,355.48
(36,742,550.38)
863,142,805.10
240,906,394.90
8,838,206.40
18,456,482.85
36,223,612.60
792,140,691.28
(35,971,609.05)
756,169,082.23
97,239,969.09
27,701,798.28
5,564,851.03
31,919,129.39
294,151,286.15
(33,503,538.95)
260,647,747.20
156,625,652.87
5,049,290.56
18,120,759.65
33,028,973.85
420,407,606.03
(32,609,224.14)
387,798,381.89
8. INVENTORIES – NET
As at December 31, 2014 and 2013, inventories were as follows:Baht
Consolidated
2557
Finished goods: Films and Music ,
Tapes, CDs,VCDs,DVDs
10,436,364.07
Work in process: movie, drama and others
Music
4,326,311.25
TV Program
898,484.04
Concert and marketing activities
127,754.75
Drama series
51,614,439.94
Telemovie
1,944,710.23
Film
24,330.00
Production house
2,941,730.16
Total work in process
61,877,760.37
Raw material
1,062,660.76
Satellite television receivers
96,370,960.80
Other
3,272,575.60
รวม สินค้าคงเหลือ
173,020,321.60
Less Allowance for devaluation of
inventories
(13,164,479.24)
Inventories - net
159,855,842.36
Separate
2013
2014
2013
21,445,922.31
10,425,501.85
20,228,272.14
5,338,299.09
513,540.38
13,490,295.52
21,654,007.87
1,944,710.23
22,000.00
3,484,791.73
46,447,644.82
1,993,017.56
12,592,693.72
1,487,897.25
83,967,175.66
1,429,282.55
538,650.00
47,000.00
665,263.15
2,330.00
1,474,240.18
4,156,765.88
1,062,660.76
15,644,928.49
2,747,381.00
513,540.38
1,416,794.49
21,654,007.87
1,433,081.88
27,764,805.62
1,936,023.17
49,929,100.93
(20,655,035.21)
63,312,140.45
(7,966,654.32)
7,678,274.17
(14,027,890.28)
35,901,210.65
0144
0145
9. OTHER CURRENT ASSETS
As at December 31, 2014 and 2013, other current assets were as follows:Baht
Consolidated
Undue input Value Added Tax
Prepaid expense
Advance receivable
Other Account receivable
Other
Total
2014
29,858,152.43
98,015,669.13
3,303,229.89
385,419.44
7,359,547.43
138,922,018.32
2013
13,939,207.24
53,366,341.22
4,667,293.17
683,777.17
14,926,328.82
87,582,947.62
Separate
2014
5,377,582.11
36,941,683.95
2,421,159.00
250,430.30
2,549,455.01
47,540,310.37
2013
2,747,571.53
34,672,242.42
1,579,094.71
678,730.46
5,789,963.70
45,467,602.82
776,000,000.00 582,000,000.00
Grand Total
(326,463,231.96)
(12,654,207.58)
(33,800,530.00)
(1,854,161.59)
(5,852.00)
(2,667,594.68)
(4,999,300.00)
(490,871.31)
(1,199,900.00)
(57,672,417.16)
(28,594,357.46)
(1,159,258.11)
(268,790,814.80)
(105,770,418.05)
-
(54,559,344.29)
(76,208,136.89)
(2,499,300.00)
6,845,092.42
2,145,138.41
993,448.00
2,508,428.69
12,492,107.52
624,853,389.59 371,392,178.76
6,420,990.86
2,137,149.85
999,300.00
2,520,277.88
12,077,718.59
3,999,300.00
3,999,300.00
6,431,518.71
4,180,642.54
200,209,300.00
3,050,041.89
612,775,671.00 358,900,071.24
179,229,581.99 179,229,581.99
4,999,300.00
4,999,300.00
4,009,993.00
4,009,993.00
199,999,300.00 145,439,955.71
4,999,400.00
4,999,400.00
5,199,993.00
5,199,993.00
3,697,984.30
3,791,863.11
-
Carrying value
2014
2013
-
-
-
2,949,108.90
2013
-
-
-
1,421,988.91
82,658.41
1,339,330.50
1,421,988.91
Provision
1,519,328.93
73,297.62
1,356,482.35
2,949,108.90
2014
9,648,649.00
-
1,918,656.00
1,918,65ๅ6.00
407,907,925.25 176,961,762.40
-
17,176,993.50
6,198,915.00
407,907,925.25 175,043,106.40
1,524,786.50
-
231,999,188.00
12,398,512.00
144,808,445.25 159,195,542.40
-
Dividend Received
2014
2013
* The Extraordinary Shareholders’ Meeting No.1/2013 of Lazerface Records Co., Ltd. held on November 14, 2013 passed the resolution to liquidate this subsidiary company.
892,655,510.72 697,855,410.72 (267,802,121.13)
(13,078,309.14)
(33,800,530.00)
(1,862,150.15)
(2,667,594.68)
(4,999,300.00)
(479,022.12)
(56,886,906.09)
19,499,300.00
33,800,530.00
3,999,300.00
999,300.00
2,667,594.68
4,999,300.00
2,999,300.00
68,964,624.68
30,000,000.00
15,000,000.00
4,000,000.00
1,000,000.00
4,500,000.00
5,000,000.00
3,000,000.00
62,500,000.00
19,499,300.00
33,800,530.00
3,999,300.00
999,300.00
2,667,594.68
4,999,300.00
2,999,300.00
1,199,900.00
70,164,524.68
3,999,300.00
3,999,300.00
32,775,000.00 32,775,000.00 (26,343,481.29)
200,209,300.00
4,209,300.00
823,690,886.04 627,690,886.04 (210,915,215.04)
4,000,000.00
4,000,000.00
37,000,000.00 37,000,000.00
200,000,000.00
4,000,000.00
713,500,000.00 517,500,000.00
30,000,000.00
15,000,000.00
4,000,000.00
1,000,000.00
4,500,000.00
5,000,000.00
3,000,000.00
2,000,000.00
64,500,000.00
285,000,000.04 285,000,000.04 (105,770,418.05)
4,999,300.00
4,999,300.00
4,009,993.00
4,009,993.00
-
(76,302,015.70)
(2,499,300.00)
Allowance for impairment
2014
2013
150,000,000.00 150,000,000.00
5,000,000.00
5,000,000.00
5,000,000.00
5,000,000.00
2013
199,999,300.00 199,999,300.00
4,999,400.00
4,999,400.00
5,199,993.00
5,199,993.00
80,000,000.00 80,000,000.00
2,499,300.00
2,499,300.00
Cost Method
200,000,000.00 200,000,000.00
5,000,000.00
5,000,000.00
25,000,000.00 25,000,000.00
80,000,000.00 80,000,000.00
2,500,000.00
2,500,000.00
2014
Operating subsidiaries
Coolism Co., Ltd.
Poema Co., Ltd.
Yaak Co., Ltd.
RS International Broadcasting and Sport Management Co., Ltd.
Blu Fairy Co., Ltd.
Total
Non-operating subsidiaries
Avant Co., Ltd.
R Siam Co., Ltd.
Lazerface Records Co., Ltd.*
Total
Paid up capital
2014
2013
Thousand Baht
Investments in subsidiaries which recorded by the cost method as at December 31, 2014 and 2013, consisted of:
10. INVESTMENTS IN SUBSIDIARIES – NET
0146
0147
11. INVESTMENT IN ASSOCIATED COMPANIES
Name
Nature of business
Organizer
Baht
Paid - up capital
2014
2013
20,000,000.00 20,000,000.00
Percent
Percentage of holding
2014
2013
25.00
25.00
บาท
งบการเงินรวม
Less Impairment of investment
Total investments in associated
companies
เงินลงทุนตามวิธีส่วนได้เสีย
2557
2556
5,406,090.08
5,495,813.48
-
เงินลงทุนตามวิธีราคาทุน
2557
2556
6,303,621.00
6,303,621.00
(897,530.92)
(807,807.52)
5,406,090.08
5,406,090.08
5,495,813.48
5,495,813.48
12. PROPERTY, PLANT AND EQUIPMENT - NET
Movements of property, plant and equipment during year ended December 31, 2014 and 2013, are summarized below:
(Unit : Baht)
Consolidated
Building
and building
improvements
At Cost
Balance as at January 1,201342,170,428.48
Acquisitions
148,960.00
Transfers in (out)
63,840.00
Disposal
(5,774,901.50)
Balance as at December
31, 2013
36,608,326.98
Acquisitions
3,754,139.72
Transfers in (out)
Disposal
31, 2014
Accumulated depreciation
As at January 1, 2013
Depreciation for the year
Transfers in (out)
Disposal
Transfers in (out)
Disposal
Provision for impairment
of asset
Increase (Decrease)
Machines
and operating
equipment
Furniture and
office equipment
vehicles
Equipment under
installation
Total
265,583,446.00
41,368,642.46
11,111,150.00
(24,913,500.80)
297,210,207.86
54,395,527.70
29,989,912.52
(17,934,063.64)
37,274,383.76
1,414,659.26
(242,872.92)
16,788,457.89
25,349,369.38
(41,164,902.52)
-
659,026,923.99
122,677,158.80
(48,865,338.86
293,149,737.66 363,661,584.44 38,446,170.10
16,498,917.92 5,041,261.02
42,632,967.15
686,925.00 5,141,800.00 6,880,000.00 (4,802,508.02) (8,866,573.80) -
972,924.75 732,838,743.93
17,867,828.00 85,795,113.81
(12,782,425.00) (73,700.00)
(13,669,081.82
41,049,391.70 309,987,947.56 404,307,977.79
43,487,431.12 6,058,327.75 804,891,075.92
32,370,747.89
6,203,400.95
(5,774,700.50)
32,799,448.34
4,738,563.46
12,475,656.03
4,263,503.16
(242,868.92)
16,496,290.27
4,570,178.04
21,066,468.31
174,901,264.94
24,492,705.21
(23,984,585.40)
175,409,384.75
29,736,462.22
(1,091.73)
(4,749,311.52)
37,538,011.80 200,395,443.72
-
178,875,161.22
35,900,850.16
(17,080,804.02)
197,695,207.36
43,102,475.93
(8,141,588.50)
232,656,094.79
884,243.35 (462,321.81)
-
-
-
398,622,830.08
4,263,503.16
(47,082,958.84
422,400,330.72
82,147,679.65
(1,091.73)
(12,890,900.02
491,656,018.62
-
884,243.35
(462,321.81
(Unit : Baht)
Consolidated
Increase (Decrease)
Net book value
Building
and building
improvements
-
Machines
and operating
Furniture and
equipment
office equipment
421,921.54
(421,921.54)
-
vehicles
-
Equipment under
installation
Total
- 421,921.54
- (421,921.54
-
3,808,878.64 117,318,431.37 165,966,377.08 21,949,879.83 972,924.75 310,016,491.67
3,511,379.90 109,592,503.84 171,651,883.00 22,420,962.81 6,058,327.75 313,235,057.30
(Unit : Baht)
Separate
อาคารและส่วน
ปรับปรุงอาคาร
เครื่องจักรและ
อุปกรณ์
ในการด�ำเนินการ
เครื่องตกแต่งและ
อุปกรณ์ส�ำนักงาน
ยานพาหนะ
งานระหว่างก่อสร้าง
และอุปกรณ์ระหว่าง
ติดตั้ง
รวม
At Cost
Balance as at January
1, 2013
Acquisitions
Transfers in (out)
Disposal
20,238,824.56
148,960.00
63,840.00
-
72,033,473.36
38,951,992.00
11,111,150.00
(46,300.00)
276,770,836.43
50,232,553.58
29,989,912.52
(10,851,531.65)
34,017,594.99
1,414,659.23
(2,959.81)
16,788,457.89
25,349,369.38
(41,164,902.52)
-
419,849,187.23
116,097,534.19
(10,900,791.46)
31, 2013
Acquisitions
Transfers in (out)
Disposal
20,451,624.56
3,154,139.72
686,925.00
-
122,050,315.36
12,492,367.80
5,215,500.00
(20,000.00)
346,141,770.88
40,890,464.92
6,880,000.00
(3,875,309.54)
35,429,294.41
3,990.00
-
972,924.75
17,867,828.16
(12,782,425.00)
-
525,045,929.96
74,408,790.60
(3,895,309.54)
31, 2014
Accumulated depreciation
Disposal
Disposal
Net book value
24,292,689.28
139,738,183.16
390,036,926.26
35,433,284.41
6,058,327.91
595,559,411.02
11,647,770.27
5,267,420.91
16,915,191.18
4,379,993.53
21,295,184.71
22,734,322.56
16,084,324.34
(42,002.17)
38,776,644.73
23,841,626.76
(19,999.00)
62,598,272.49
140,273,598.20
32,428,871.03
(10,612,446.69)
162,090,022.54
40,006,238.81
(3,351,134.91)
198,745,126.44
9,218,869.26
4,263,503.16
(2,957.81)
13,479,414.61
4,264,262.93
17,743,677.54
-
183,874,560.29
58,044,119.44
(10,657,406.67)
231,261,273.06
72,492,122.03
(3,371,133.91)
300,382,261.18
3,536,433.38
2,997,504.57
83,273,670.63
77,139,910.67
184,051,748.34
191,291,799.82
21,949,879.80
17,689,606.87
972,924.75
6,058,327.91
293,784,656.90
295,177,149.84
0148
0149
Depreciation for the year 2014 of the Group of companies are totaling Baht 82.15 million (in 2013: Baht 70.86 million).
The amount of Baht 49.07 million (in 2013: Baht 41.55 million) was included in cost of sales and service and the amount
of Baht 33.08 million (in 2013: Baht 29.31 million) was included in administrative expenses, in the consolidated financial
statements.
Depreciation for the year 2014 of the Company are totalling Baht 72.49 million (in 2012: Baht 58.04 million). The amount
of Baht 42.30 million (in 2013: Baht 31.98 million) was included in cost of sales and service and the amount of Baht
30.19 million (in 2013: Baht 26.06 million) was included in administrative expenses, in the Separate financial statements.
As at December 31, 2014 Group of companies’ property plant and equipment at cost of Baht 184.93 million, respectively,
have been fully depreciated but still in use (in 2013: Baht 217.17 million).
As at December 31, 2014, the Company’s property plant and equipment at cost of Baht 146.79 million, respectively,
have been fully depreciated but still in use (in 2013: Baht 174.04 million).
As at December 31, 2014, the book value of vehicles and equipment under financial lease agreements of the Group of
companies is Baht 17.68 million (in 2013: Baht 21.93 million), respectively, in the consolidated financial statements and
the Separate financial statements were assets under financial leases agreements.
13. DEPOSIT FOR BROADCASTING SYSTEM EQUIPMENT
On December 3, 2014, the Company entered into an agreement to purchase for broadcasting system equipments with
other local company in amount of Baht 250 million. The Company has paid to deposit 30% of agreement.
On February 18, 2015, such company has entered into the transfer of rights and obligations of the broadcasting system
equipments agreement with another local company under the same conditions and obligations. The Company also
obtained cashier cash guarantee on that date amount of Baht 10 million.
As at December 31, 2014, the Company has commitment for broadcasting system equipments amount of Baht 175 million.
14. LICENSE FOR OPERATION RIGHT IN SPECTRUM OF DIGITAL TELEVISION
Movement of license for operation right in spectrum of digital television during the years ended December 31, 2014
and 2013 are summarized below.
Thousand Baht
Consolidated
Cost
Accumulated amortization
Balance
2557
2,265,000,000.00
(103,183,333.31)
2,161,816,666.69
2556
-
On April 25, 2014, the subsidiary received license for operation right in spectrum of digital television of total bid amount
of Baht 2,265 million for 15 years obliged to payment in 5 years ending in 2019, the subsidiary recognized cost of license
on present value at date of received license.
As at December 31, 2014, the outstanding payable for cost of license for operation right in spectrum were Baht 1,886.50
million the current portion amount of Baht 302.50 million was presented under current liabilities.
As at December 31, 2014, the subsidiary has committed to pay the payable for cost of license for operation right in
spectrum as follows:
Baht
Consolidated
302,500,000.00
1,584,000,000.00
1,886,500,000.00
Year
1
2-5
15. INTANGIBLE ASSETS - NET
As at December 31, 2014 and 2013, intangible assets are as follow:
2014
Consolidated
Cost
Beginning balance
1,527,839,878.39
Addition
298,758,992.24
Disposal / Transfer
(1,213,055.17)
Carry forward balance
1,825,385,815.46
Accumulated amortization
Beginning balance
496,730,305.85
Amortization for the periods 695,062,214.30
Disposal / Transfer
(1,213,049.16)
Carry forward balance
1,190,579,470.99
ยอดคงเหลือ
634,806,344.47
Less Allowance for impairment (330,479,692.80)
Net book value
304,326,651.67
Copyright of music
Copyright of drama
Copyright of film
Other copyright
Total
2013
2014
Separate
2013
1,214,250,023.02
313,589,855.37
1,527,839,878.39
638,304,115.78
41,726,648.83
680,030,764.61
588,180,554.74
50,123,561.04
638,304,115.78
289,349,180.89
207,381,124.96
496,730,305.85
1,031,109,572.54
(310,338,767.30)
720,770,805.24
201,215,551.76
49,638,159.90
250,853,711.66
429,177,052.95
(303,232,900.46)
125,944,152.49
186,861,132.05
14,354,419.71
201,215,551.76
437,088,564.02
(287,585,461.77)
149,503,102.25
Consolidated
2014
70,480,267.75
51,376,972.54
1,443,499.60
181,025,911.78
304,326,651.67
Baht
Baht
2013
78,794,093.75
37,855,711.93
3,914,221.21
600,206,778.35
720,770,805.24
Separate
2014
70,480,307.75
9,849,116.82
1,443,494.60
44,171,233.32
125,944,152.49
2013
78,830,106.99
37,855,704.89
3,914,216.21
28,903,074.16
149,503,102.25
0150
0151
16. DEFERRED TAX
Deferred income taxes are calculated in full on temporary differences under the liability method using a principal tax
rate of 20%.
As at December 31, 2014 and 2013, deferred tax consisted of:
Thousand Baht
Consolidated
2014
Deferred tax assets
Account receivable
Intangible assets
Allowance for sale return
Loss carry forward
Total
Intangible assets
Net
Separate
2013
2014
2013
6,371,824.59
34,584,086.76
7,346,986.59
49,420,393.65
97,723,291.59
6,371,824.59
26,469,102.00
40,277,642.26
73,118,568.85
6,371,824.59
25,831,526.23
7,346,986.59
34,728,393.18
74,278,730.59
6,371,824.59
26,469,102.00
32,840,926.59
6,102,159.69
91,621,131.90
30,874,254.44
42,244,314.41
74,278,730.59
32,840,926.59
The movement on the deferred income tax is as follows:
Thousand Baht
Consolidated
2014
Deferred tax assets
Beginning
73,118,568.85
Income tax recognized in
statement of income
24,604,722.74
Ending
97,723,291.59
Beginning
(30,874,254.44)
Income tax recognized in
statement of income
24,772,094.75
Ending
(6,102,159.69)
Revenue (expense) Income tax
recognized in statement of income
net
49,376,817.49
Separate
2013
2014
2013
64,554,191.44
32,840,926.59
25,802,478.00
8,564,377.41
73,118,568.85
41,437,804.00
74,278,730.59
7,038,448.59
32,840,926.59
(21,133,763.81)
-
-
(9,740,490.63)
(30,874,254.44)
-
-
(1,176,113.22)
41,437,804.00
7,038,448.59
Deferred income tax assets and liabilities are offset when there is a legally enforceable right and the income taxes relate
to the same fiscal authority.
Effective tax rate in respect of continuing operations for the year ended December 31, 2014 of the Group of companies
was 23 % (2013 : 18%) and of the Company was 14 % (2013 : 7%)
Baht
Consolidated
2014
Income tax :
Income tax for the period
167,392,810.33
Deferred tax :
Relating to origination and reversal of temporary differences
(49,376,817.49)
Income tax in statements of
comprehensive income
118,015,992.84
Separate
2013
2014
2013
82,385,197.68
-
38,445,182.92
1,176,113.22
(41,437,804.00)
(7,038,448.59)
83,561,310.90
(41,437,804.00)
31,406,734.33
Income tax recognized directly in equity
(Unit : Thousand Baht)
Profit before income tax expense
Income tax using the Thai corporation tax rate
Expenses not deductible for tax purposes net benefit of
tax losses recognised
Expenses deductible increases for tax purpose
Tax losses for which no deferred income tax asset was
recognised
Utilisation of previously unrecognised tax losses
Total
Profit before income tax expense
Income tax using the Thai corporation tax rate
Effect of income tax from reversal of provision for (loss) on
investment in subsidiaries - net
Income not subject to tax
Expenses not deductible for tax purposes
Expenses (Income) deductible increases for tax purpose
Total
Rate
(%)
20
23
Rate
(%)
Consolidated
Rate
2557
(%)
515,641
103,128
20
2556
475,818
95,164
14,939
(296)
2,786
(2,556)
685
(440)
118,016
2,736
(14,569)
83,561
Separate
20
2014
296,872
59,374
14
(11,172)
(81,582)
(7,165)
(893)
(41,438)
18
(Unit : Thousand Baht)
Rate
(%)
20
2013
445,060
89,012
7
(24,035)
(35,392)
1,352
470
31,407
0152
0153
Income tax reduction
Royal Decree No. 530 B.E. 2554 dated 21 December 2011 grants a reduction in the corporate income tax rate for the
three accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting period 2012 which begins on or
after 1 January 2012 and to 20% for the following two accounting periods 2013 and 2014 which begin on or after 1
January 2013 and 2014, respectively.
It is understood that the Government will proceed to amend the law in order to maintain the corporate income tax rate
at not higher than 20% for the accounting period 2015 which begins on or after 1 January 2015 and onwards in order
to give full effect to the Cabinet resolution dated 11 October 2011 to increase Thailand’s tax competitiveness.
17. OTHER CURRENT LIABILITIES
As at December 31, 2014 and 2013, other current liabilities was as follows:
Baht
Consolidated
Separate
2014
2013
36,734,932.94 74,467,448.77
82,914,182.55 47,143,754.80
32,670,355.25 42,770,759.19
152,319,470.74 164,381,962.76
Allowance for sale return
Undue output Value Added Tax
Others
Total
2014
2013
36,734,932.94 74,294,221.77
34,880,479.03 26,591,290.37
5,680,489.88 17,265,550.44
77,295,901.85 118,151,062.58
18. LIABILITY UNDER FINANCIAL LEASE
As at December 31, 2014 and 2013, the Group had liability under financial lease as follows:
Baht
Consolidated
Liability under financial lease
Less Current portion of liability under
financial lease
Liability under financial lease - net
Separate
2014
12,758,803.63
2013
17,898,782.65
2014
12,758,803.63
2013
17,898,782.65
(7,655,314.73)
5,103,488.90
(5,139,978.04)
12,758,804.61
(7,655,314.73)
5,103,488.90
(5,139,978.04)
12,758,804.61
As at December 31, 2014, the Group has financial lease agreements for vehicles. These are payable monthly in the
amount of Baht 0.51 million in the consolidated financial statements and the Separate financial statements, (2013: Baht
0.51 million). The current portion of Baht 7.66 million (2013: Baht 5.14 million) were presented under current liabilities.
As at December 31, 2014, the group Company have committed to pay the lease under the financial lease agreements
as follows:
Year
1
2-5
Baht
Consolidated/ Separate
8,261,731.36
5,340,540.24
13,602,271.60
19. LOANS-LOAN FROM FINANCIAL INSTITUTIONS
As at December 31, 2014 and 2013, the Group had loans from financial institutions as follows:
Baht
Current portion of long-term loans
Long-term loans
Total long-term loans
Consolidated
2013
2013
- 286,915,000.00
- 286,915,000.00
Separate
2014
2013
-
-
As at December 31, 2014, the Group of companies have credit lines of loan facility from local bank amount of Baht 420
million. The Group of companies had repayment in full bearing the market interest rate. The load was guaranteed by
the Company.
20. EMPLOYEE BENEFIT OBLIGATIONS
An independent actuary carried out an evaluation of the Company’s obligations for employees’ long-term benefits using
the projected unit credit method. The Company has provided the provision for employees’ long-term benefits as at
December 31, 2014 and 2013 as follows:
Baht
Consolidated
2014
2013
Current portion of employee benefit obligations 4,406,669.00 11,010,934.00
Employee benefit obligations - net
60,944,814.91 38,756,284.08
Total
65,351,483.91 49,767,218.08
Separate
2014
2013
4,406,669.00 11,010,934.00
52,300,564.79 32,499,061.36
56,707,233.79 43,509,995.36
Movement in the present value of the defined benefit obligations :
Baht
Consolidated
For the year ended December 31
Defined benefit obligations at January 1
Provision for employee
benefits-beginning
Benefits paid by the plan
Actuarial gains in other comprehensive
income
Decrease benefits from transfer
employee to subsidiary
Provision for employee benefits - ending
Present value of unfunded obligation as
at December 31,
งบการเงินเฉพาะกิจการ
2014
2013
2014
2013
49,767,218.08
32,536,899.12
43,509,995.36
28,457,589.32
17,151,390.03
-
17,230,318.96
-
15,521,824.43
-
15,052,406.04
-
(1,567,124.20)
-
(2,044,733.00)
-
65,351,483.91
49,767,218.08
(279,853.00)
56,707,233.79
43,509,995.36
65,351,483.91
49,767,218.08
56,707,233.79
43,509,995.36
0154
0155
Post-employee benefit expenses included in the statements of comprehensive income for the years ended December
31,2014 and 2013 were as follows:
Baht
Consolidated
2014
2013
Recognised in profit or loss :
- Current service cost
- Past service cost
- Interest cost
Total – recognized in profit or loss
Recongnised in other comprehensive income:
Actuarial gain in the year
2014
Separate
2013
6,411,248.60
8,591,009.77
2,149,131.66
17,151,390.03
6,415,787.36
8,705,066.60
2,109,465.00
17,230,318.96
5,662,665.22
7,930,865.21
1,928,294.00
15,521,824.43
5,321,346.08
7,864,998.96
1,866,061.00
15,052,406.04
1,567,124.20
-
2,044,733.00
-
Principal actuarial assumptions
Consolidated / Separate
2014
2013
For the year ended December 31, 2014 and 2013
Discount rate (%)
Estimation of future salary increase (%)
Retirement age (year old)
3.5
7.0 - 7.5
60
3.7
5-7
60
21. DIVIDEND RECEIVED FROM SUBSIDIARIES
Coolism Co., Ltd.
First
Second
Third
First
Second
R Siam Co., Ltd.
First
Second
Total
2014
Per share
(Baht)
Dividend
2013
Total amount
(Millions Baht)
2014
2013
33.25
546.00
-
20.80
240.00
376.00
8.31
136.50
-
5.20
60.00
94.00
116.00
-
232.00
-
9.50
420.00
30.50
155.00
192.00
193.00
0.38
16.80
1.52
6.20
1.92
9.64
93.00
155.00
-
4.65
7.75
407.91
176.96
22.SHARE CAPITAL
The Company issued and offered warrants as follows:
Exercise price
Date of issue and (Baht per
Share)
Name of warrants offer of warrants
RS-W2
June 14, 2010
1.900
Exercise right
(warrant per
ordinary share)
1:1
Number of
allotted shares
(million units)
71.21
Last exercise date
of warrants
May 19, 2014
As at December 31, 2014, the Company has registered the increase in share capital with the Ministry of Commerce
amount of 68,479,230 units. As a result, the share capital has increased in amount of Baht 68,479,230 and premium on
share capital has increased in amount of Baht 61,631,307.
On May 19, 2014, which is the last exercise date, the warrants have been exercised 52,657,618 units convert to common
share of 52,657,618 shares. The remaining unexercised of warrants is 308,651 units which is no longer being registered
security in the stock Exchange of Thailand.
23. TREASURY SHARES/TREASURY SHARE RESERVE
Treasury shares
On February 22, 2012, the Company’s Board of Director No. 1/2012 passed a resolution to repurchase not more than
million 26 shares or not more than 2.9% of the Company’s paid-up capital (As at December 31, 2011 the Company
has share capital issued 882,654,428shares.), the maximum of repurchase amount is not over than Baht 75 million.
The repurchase is being made for financial management purposes, since the Company has excess liquidity, and it is
to be made through the Stock Exchange of Thailand. The repurchase beginning 6 months start from March 8, 2012 to
September 7, 2012 and the resale period for the repurchased shares runs for 3 years, beginning 6 months after the
completion date of the share repurchase.
As at December 31, 2014, the Company has treasury shares million 17.70 shares, repurchase totaling Baht 74.67 million
and the market price of treasury shares totalling Baht 297.36 million
On February 5, 2015, the Company has sold treasury shares 441,600 shares at 21 Baht per share totaling Baht 9.27 million.
24. DIVIDEND
At the Board of Directors Meeting No. 4/2014 held on August 14, 2014, the Board of Directors resolved to appropriate
retained earnings of separate for the accounting period ending June 30, 2014 for shareholder as dividend in amount
of Baht 120.56 million (Common shares 1,004,646,046 shares, at value Baht 0.12 per share). Whereby presently the
dividend has already been paid to shareholders on September 12, 2014.
At the 2014 Ordinary shareholders meeting held on April 24, 2014, the shareholders resolved to appropriate legal
reserve in amount of Baht 20,682,665.18 and appropriate the net profit for the year 2013, for shareholder as dividend in
amount of Baht 0.20 per share. Whereby presently the dividend has already been paid to shareholders on May 8, 2014.
At the Board of Directors Meeting No. 3/2013 held on August 8, 2013, the Board of Directors resolved to appropriate
legal reserve in amount of Baht 8,662,637 and appropriate the net profit for the six-month period ended June 30, 2013,
for shareholder as dividend in amount of Baht 140.43 million (Common shares 936,166,816 shares, at value Baht 0.15
per share). Whereby presently the dividend has already been paid to shareholders on September 6, 2013.
0156
0157
At the 2013 Ordinary shareholders meeting held on April 19, 2013, the shareholders resolved to appropriate legal reserve
in amount of Baht 14,353,170 and appropriate the net profit for the year 2012, for shareholder as dividend at value Baht
0.15 per share. Whereby presently the dividend has already been paid to shareholders on May 8, 2013.
25. SHARE PREMIUM AND LEGAL RESERVE
Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription received in
excess of the par value to a reserve account (“share premium”). Share premium is not available for dividend distribution.
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net
profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an
amount not less than 10% of the registered authorized capital. The legal reserve is not available for dividend distribution.
26. EARNINGS PER SHARE
Basic earnings per share
The calculations of basic earnings per share for the year ended December 31, 2014 and 2013 were based on the profit
for the year attributable to ordinary shareholders of the Company and the number of ordinary shares outstanding during
the periods as follows:
Consolidated
Profit for the period attributable to
shareholders of the Company basic
(Baht)
Ordinary shares outstanding as at
January 1, (shares)
Effect of shares issued in periods
(shares)
Weighted average ordinary shares
outstanding basic (shares)
Earnings per share basic (Baht)
Separate
2014
2013
2014
2013
370,956,749.69
394,491,532.39
338,309,913.03
413,653,303.62
983,957,561
864,992,428
38,960,622
983,957,561
864,992,428
-
38,960,622
983,957,561
0.3438
903,953,050
0.4576
983,957,561
0.3770
903,953,050
0.4364
The calculations of diluted earnings per share for the year ended December 31, 2014 and 2013 were based on the
profit for the year were based on the profit for the year attributable to ordinary shareholders of the Company and the
number of ordinary shares outstanding during the periods after adjusting for the effects of all dilutive potential ordinary
shares as follows
Consolidated
Profit for the period attributable to
shareholders of the Company basic
(Baht)
Weighted average number of ordinary
shares outstanding basic (shares)
Effect of exercise of shares options
Weighted average number of ordinary
shares outstanding diluted (shares)
Earnings per share diluted (Baht)
Separate
2014
2013
2014
2013
370,956,749.69
394,491,532.39
338,309,913.03
413,653,303.62
983,957,561
-
903,953,050
54,457,072
983,957,561
-
903,953,050
54,457,072
983,957,561
0.3770
958,410,122
0.4116
983,957,561
0.3438
958,410,122
0.4316
27. EXPENSES BY NATURE
Significant expenses for the year 2014 and 2013 were as follows:
Thousands Baht
Changes in finished goods and work in
process balance
Cost of service and raw consumable and
material used
Employee expenses
Depreciation
Amortization
Rental and utility expense
Sales promotion and public relations
expense
Allowance for impairment asset
Loss for damage of inventory and provision
for decline in value of inventory
Consolidated
2014
2013
2014
Separate
2013
(120,702)
(140,132)
3,791
(35,395)
3,109, 001
731,522
82,147
798,245
112,982
1,766,264
695,210
70,860
207,382
114,266
948,596
617,860
72,492
49,638
89,767
925,861
554,364
58,044
14,355
89,848
19,584
19,719
30,063
28,296
8,809
15,647
7,880
14,005
24,159
30,931
24,432
30,941
159,248,874.74
Fixed assets
2,349,958,942.97
202,156,533.56
1,093,558,308.36
Gross profit
Intangible assets
316,689,144.70
Cost of sales and services 3,167,979,462.27
70,569,673.44
15,623,557.17
61,028,822.27
904,702,941.92
457,816,855.99
Revenues from external 3,356,834,828.71
Revenues from internal
518,845,678.26
Music distribution
4,261,537,770.63
Revenues
Media
-
365,759.84
86,480,238.64
414,696,492.93
42,662,259.43
458,514,472.14
501,176,731.57
Event business
45,614,729.92
137,996,865.55
(3,253,130.81)
110,137,195.01
73,598,786.94
33,285,277.26
106,884,064.20
Baht
Other services
For the year ended December 31, 2014, the operated information with business segment is as follows:
Business segments
2,466,143,346.33
313,235,057.30
1,378,941,949.75
4,009,502,294.91
1,081,992,810.56
4,306,451,434.10
5,388,444,244.66
Total
(27.97)
-
2,845,375.09
(1,084,838,185.65)
(1,081,992,810.56)
-
(1,081,992,810.56)
Eliminated
Management considers that the Group operates in a single geographic area, namely in Thailand, and has, therefore, only one major geographic segment.
Geographic segments
2,466,143,318.36
313,235,057.30
1,381,787,324.84
2,924,664,109.26
-
4,306,451,434.10
4,306,451,434.10
Total
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise
interest or dividend-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses.
Segment information is presented in respect of the Group’s business. The primary format / business segments is based on the Group’s management and internal reporting structure.
28. SEGMENT INFORMATION
0158
0159
777,175,118.49
70,358,922.78
280,740,526.22
566,793,515.05
Revenues from external 1,986,274,871.39
152,869,664.38
Cost of sales and services 1,250,463,401.23
888,681,134.54
143,308,538.45
534,318,557.99
Revenues from internal
Gross profit
Fixed assets
Intangible assets
78,866,123.23
18,661,112.06
847,534,041.27
Music distribution
2,139,144,535.77
Revenues
Media
-
1,410,478.47
142,835,478.03
577,542,651.24
27,816,738.97
692,561,390.30
720,378,129.27
Event business
26,480,379.88
146,636,362.69
4,927,484.58
524,086.06
-
5,451,570.64
5,451,570.64
Baht
Other services
For the year ended December 31, 2013, the operated information with business segment is as follows:
639,665,061.10
310,016,491.67
1,603,237,612.20
2,109,270,664.75
251,045,326.13
3,461,462,950.82
3,712,508,276.95
Total
81,105,744.14
-
(251,045,326.13)
-
(251,045,326.13)
-
(251,045,326.13)
Eliminated
720,770,805.24
310,016,491.67
1,352,192,286.07
2,109,270,664.75
-
3,461,462,950.82
3,461,462,950.82
Total
0160
0161
29. FINANCIAL INSTRUMENTS
The Company and its subsidiaries do not have the policy to enter the derivative financial instruments for trading or
speculative purposes.
Credit risk
The Company and subsidiaries have credit risk on trade accounts receivable. However, the Company and subsidiaries
have a policy of doing business with good financial status clients to reduce the risk of financial loss. The Company
and subsidiaries make allowance for doubtful accounts to cover the residual risk of financial loss when receivables are
expected to be uncollectible.
Credit risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations
and its cash flows. Management believes that the interest rate risk is minimal because the interest rates on overdrafts
and loans are at market rates and substantial portions of loans are short-term maturity. Accordingly, the Group does
not hedge such risk
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management
to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
Fair values
The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm’s length transaction.
Because the financial instruments have short-term maturity, the Group used the following methods and assumptions in
estimating the fair values of financial instruments:
Cash and cash equivalents, trade accounts receivable; the carrying values approximate their fair values.
Trade accounts payable; the fair value is based on the carrying value in the statement of financial position.
Bank overdrafts and short-term loans and long-term loan from financial institutions; the carrying values approximate
their fair values since they bear interest rates varied according to market interest rate.
Risk from exchange rate
The Company has certain foreign currency transactions that give rise to significant exposure to market risk from change
in foreign exchange rates. However, the Company has committed purchase-sell forward contract for foreign exchange
rated as a hedge against such risk.
As at December 31, 2014 there were no any sales and purchase forward contracts.
30.CAPITAL MANAGEMENT
The primary objectives of the Company’s capital management are to maintain their abilities to continue as a going
concern and to maintain an appropriate capital structure.
As at December 31, 2014, debt to equity ratio in the consolidated financial statements is 1.77 : 1 (Separate 0.52 : 1)
31.COMMITMENT AND CONTINGENT LIABILITIES
31.1 Commitments
Consolidated
2014
2013
Capital Commitments
Plant Property and Equipment
Operating lease Commitments
Within one year
Two – Three years
Total
Total all
Million Baht
2014
Separate
2013
175.00
-
175.00
-
34.55
7.78
42.33
217.33
60.38
26.15
86.53
86.53
31.82
7.78
39.60
214.60
53.66
23.35
77.01
77.01
- The Company and subsidiaries Company have entered into 12 agreements with three companies whereby those
companies are to provide satellite transmission services during year 2012-2023. The Company is obliged to pay
transmission service fees and ot her expenses in relation to such services, as stipulated in the agreements. The
Company is required to comply with conditions stipulated in the agreements.
- The Company and subsidiary is committed to pay for licensing to broadcast to the public with the government agency
for 1 agreement and other company for 1 agreement during the period of 2 years starting from January 1, 2014 to
December 31, 2015 as stipulated in the agreements.
- The National Broadcasting and Telecommunications Commission (NBTC) granted licenses to the Company and four
subsidiaries are obliged to comply with certain conditions as stated in the licenses, and to pay annual license fees,
together in accordance with conditions and requirements stipulated by the NBTC.
- The subsidiary has entered into the Standard Definition Terrestrial Digital Television Network Services agreement with
Organization of Thailand Public Broadcasting Service (TPBS) for operation digital television for 15 years and had
obliged to pay service fees as stipulated in the agreements. The subsidiary has submitted bank guarantee at 5% of
total contract amount to the TPBS .
0162
0163
31.2Contingent liabilities
As at December 31, 2014 and 2013, the Company had contingent liabilities with the local bank as follows:
Consolidated
2014
2013
Various credit facilities
- Unused (Baht Million)
- Unused (US Dollar Million)
Forward contract (Sold) facility credit
- Unused (US Dollar Million)
- Unused (EURO)
Guarantee to subsidiary
(Unit: US Dollar Million)
Guarantee to the Company, its subsidiary and
other company (Unit: Baht Million)
Separate
2014
2013
870
-
1,113
4
820
-
920
-
3.5
5
3.5
-
-
-
1.25
-
-
18.35
27.23
-
-
- As at December 31, 2014 and 2013, the Company and the subsidiaries were being sued, with the plaintiff demanding
the Company to pay for the damage caused by the Company’s alleged copyright violation in the amount of Baht
82.82 million and Baht 69.55 million, respectively. However, provision was made in the amount of Baht 3.70 million
and Baht 1.95 million, respectively. This issue is still being adjudicated.
32. SPONSOR FEE FOR BROACASTING FIFA WORLD CUP 2014
In June 2014 the subsidiary company and National Broadcasting and Telecommunications Commission (NBTC) have
agreed to whereby the subsidiary company shall boardcast all matchs of FIFA World Cup 2014 to Free TV and NBTC
shall sponsor to the subsidiary company at amount not exceeding to Baht 427 million.
The subsidiary company received certain amount of Baht 369.86 million and recorded as revenue from media. Presently
the subsidiary company is in process appeal to receive sponsor fee for the remaining amount of Baht 57.14 million
from the NBTC.
33. SUBSEQUENT EVENT
At the Board of Directors Meeting No.1/2015 held on February 24, 2015 the Board of Director resolved to appropriate
the net profit for the 2014, for shareholder as dividend at value Baht 0.30 per share for the 2014 operating result. The
dividend of Baht 0.12 per share, was paid to shareholders as the interim dividend during the year 2014, and the additional
dividend of Baht 0.18 per share, will be approved at the annual general meeting of shareholders.
34. APPRROVAL FOR THE INTERIM FINANCIAL STATEMENTS
These financial statements have been approved for issue by the Company’s authorized directors on February 24, 2015.
Chetchotisak Building, 419/1 Ladphrao 15, Ladphrao Road,
Chomphon, Chatuchak, Bangkok, 10900
Tel : 02-511-0555 , Fax: 02-511-2324

AR 2014 - rs public company limited

Transcription

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